##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




---

Form 10-Q

|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the quarterly period ended June 30,
    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: 333-112694

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 þ          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 þ



---






---










INDEX

|                                             |  |                                                                                                                                |    |      |    | 
|-------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------ | -- | ---- | -- | 
|                                             |  |                                                                                                                                |    | Page
|                                             |  |                                                                                                                                |    | Nos.
|                                             |  |                                                                                                                                |    |     
|PART I: FINANCIAL
    INFORMATION            |  |                                                                                                                                | 2  |     
|Item 1.                                      |  | Financial Statements                                                                                                           |    |      | 2  | 
|                                             |  | Condensed Consolidated
    Balance Sheets (unaudited)  June 30, 2004 and
    December 31, 2003                                |    |      | 2  | 
|                                             |  | Condensed Consolidated
    Statements of Operations (unaudited)  Three Months
    and Six Months Ended June 30, 2004 and 2003 |    |      | 3  | 
|                                             |  | Condensed Consolidated
    Statements of Cash Flows (unaudited)  Six Months
    Ended June 30, 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                                                                 |    |      | 32 | 
|Item 4.                                      |  | Controls and Procedures                                                                                                        |    |      | 32 | 
|PART II: OTHER
    INFORMATION               |  |                                                                                                                                | 33 |     
|Item 1.                                      |  | Legal Proceedings                                                                                                              |    |      | 33 | 
|Item 2.                                      |  | Changes in Securities and
    Use of Proceeds                                                                                  |    |      | 33 | 
|Item 3.                                      |  | Defaults upon Senior
    Securities                                                                                            |    |      | 33 | 
|Item 4.                                      |  | Submission of Matters to a
    Vote of Security Holders                                                                        |    |      | 33 | 
|Item 5.                                      |  | Other Information                                                                                                              |    |      | 33 | 
|Item 6.                                      |  | Exhibits and Reports on
    Form 8-K                                                                                           |    |      | 33 | 
|Signature                                    |  |                                                                                                                                | 35 |     
|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





1



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##### Table of Contents






PART I.

FINANCIAL INFORMATION




Item
1.     Financial
Statements

DEX MEDIA WEST LLC

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





CONDENSED CONSOLIDATED BALANCE
SHEETS


(Dollars in thousands)


(Unaudited)


|                                                                                              |                                        |                           |                                      |              |           |           |           |         |           |           | 
|--------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------- | ------------------------------------ | ------------ | --------- | --------- | --------- | ------- | --------- | --------- | 
|                                                                                              |                                        | As of                     |                                      | As of       
|                                                                                              |                                        | June 30,                  |                                      | December 31,
|                                                                                              |                                        | 2004                      |                                      | 2003        
|                                                                                              |                                        |                           |                                      |             
|ASSETS                                                                                       
|Current assets:                                                                               |                                        |                           |                                      |              |           |           |           |        
|                                                                                              | Cash and cash equivalents              |                           | $                                    | 1,802        |           |           | $         | 4,658   |          
|                                                                                              | Accounts receivable, net               |                           |                                      | 60,138       |           |           |           | 53,114  |          
|                                                                                              | Deferred directory costs               |                           |                                      | 162,992      |           |           |           | 142,293 |          
|                                                                                              | Current deferred taxes                 |                           |                                      | 4,595        |           |           |           | 3,876   |          
|                                                                                              | Other current assets                   |                           |                                      | 2,906        |           |           |           | 5,461   |          
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        | Total current assets      |                                      |              | 232,433   |           |           |         | 209,402   |          
|Property, plant and equipment, net                                                            |                                        |                           | 50,883                               |              |           |           | 38,016    |        
|Goodwill                                                                                      |                                        |                           | 2,193,335                            |              |           |           | 2,198,586 |        
|Intangible assets, net                                                                        |                                        |                           | 1,785,643                            |              |           |           | 1,901,300 |        
|Deferred income taxes                                                                         |                                        |                           | 11,095                               |              |           |           | 13,778    |        
|Deferred financing costs                                                                      |                                        |                           | 91,345                               |              |           |           | 102,794   |        
|Other assets                                                                                  |                                        |                           | 2,945                                |              |           |           | 2,955     |        
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        | Total Assets              |                                      | $            | 4,367,679 |           |           | $       | 4,466,831 |          
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|LIABILITIES AND OWNERS EQUITY                                                               
|Current liabilities:                                                                          |                                        |                           |                                      |              |           |           |           |        
|                                                                                              | Accounts payable                       |                           | $                                    | 16,294       |           |           | $         | 16,694  |          
|                                                                                              | Amounts due to affiliate               |                           |                                      | 1,878        |           |           |           | 28,554  |          
|                                                                                              | Deferred revenue and customer deposits |                           |                                      | 116,390      |           |           |           | 68,232  |          
|                                                                                              | Accrued interest payable               |                           |                                      | 43,393       |           |           |           | 49,405  |          
|                                                                                              | Current portion of long-term debt      |                           |                                      | 39,903       |           |           |           | 20,178  |          
|                                                                                              | Other accrued liabilities              |                           |                                      | 3,472        |           |           |           | 6,113   |          
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        | Total current liabilities |                                      |              | 221,330   |           |           |         | 189,176   |          
|Long-term debt                                                                                |                                        |                           | 3,055,097                            |              |           |           | 3,182,822 |        
|Amounts due to affiliate related to
    post-retirement and other post-employment obligations |                                        |                           | 38,761                               |              |           |           | 35,519    |        
|Other liabilities                                                                             |                                        |                           | 24                                   |              |           |           | 408       |        
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        | Total Liabilities         |                                      |              | 3,315,212 |           |           |         | 3,407,925 |          
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|Commitments and contingencies
    (Note 9)                                                    |                                        |                           |                                      |              |           |           |           |        
|Accumulated deficit                                                                           |                                        |                           | (24,822                              | )            |           |           | (27,808   | )      
|Owners interest                                                                              |                                        |                           | 1,077,289                            |              |           |           | 1,086,714 |        
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        | Total Owners Equity      |                                      |              | 1,052,467 |           |           |         | 1,058,906 |          
|                                                                                              |                                        |                           |                                      |              |           |           |           |        
|                                                                                              |                                        |                           | Total Liabilities and Owners Equity |              | $         | 4,367,679 |           |         | $         | 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      |         | Company |         | Predecessor
|                        |                                       |                          |         |                  |         |         |         |            
|                        |                                       |                          |         |                 
|                        |                                       | Three Months Ended       |         | Six Months Ended
|                        |                                       | June 30,                 |         | June 30,        
|                        |                                       |                          |         |                 
|                        |                                       | 2004                     |         | 2003             |         | 2004    |         | 2003       
|                        |                                       |                          |         |                  |         |         |         |            
|Revenue                 |                                       | $                        | 216,895 |                  |         | $       | 228,806 |             |         | $ | 424,283 |         |         | $ | 457,421 |        
|Operating Expenses:     |                                       |                          |         |                  |         |         |         |             |         |   |         |         |         |   |         |        
|                        | Cost of revenue                       |                          |         | 66,913           |         |         |         | 71,762      |         |   |         | 129,735 |         |   |         | 139,373 |        
|                        | General and administrative expense    |                          |         | 23,708           |         |         |         | 21,491      |         |   |         | 46,458  |         |   |         | 38,562  |        
|                        | Bad debt expense                      |                          |         | 5,719            |         |         |         | 6,867       |         |   |         | 11,827  |         |   |         | 13,627  |        
|                        | Depreciation and amortization expense |                          |         | 4,245            |         |         |         | 2,740       |         |   |         | 8,084   |         |   |         | 4,814   |        
|                        | Amortization of intangibles           |                          |         | 57,829           |         |         |         |            |         |   |         | 115,658 |         |   |         |        |        
|                        |                                       |                          |         |                  |         |         |         |             |         |   |         |         |         |   |         |        
|                        |                                       | Total operating expenses |         |                  | 158,414 |         |         |             | 102,860 |   |         |         | 311,762 |   |         |         | 196,376 | 
|                        |                                       |                          |         |                  |         |         |         |             |         |   |         |         |         |   |         |        
|                        |                                       | Operating income         |         |                  | 58,481  |         |         |             | 125,946 |   |         |         | 112,521 |   |         |         | 261,045 | 
|Other (income) expense: |                                       |                          |         |                  |         |         |         |             |         |   |         |         |         |   |         |        
|                        | Interest income                       |                          |         | (185             | )       |         |         | (659        | )       |   |         | (328    | )       |   |         | (1,356  | )      
|                        | Interest expense                      |                          |         | 52,723           |         |         |         | 32,796      |         |   |         | 107,899 |         |   |         | 65,151  |        
|                        |                                       |                          |         |                  |         |         |         |             |         |   |         |         |         |   |         |        
|                        | Income before income taxes            |                          |         | 5,943            |         |         |         | 93,809      |         |   |         | 4,950   |         |   |         | 197,250 |        
|Income tax provision    |                                       |                          | 2,358   |                  |         |         | 35,315  |             |         |   | 1,964   |         |         |   | 74,105  |        
|                        |                                       |                          |         |                  |         |         |         |             |         |   |         |         |         |   |         |        
|                        | Net income                            |                          | $       | 3,585            |         |         | $       | 58,494      |         |   | $       | 2,986   |         |   | $       | 123,145 |        
|                        |                                       |                          |         |                  |         |         |         |             |         |   |         |         |         |   |         |        

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   
|                           |                                                           |                                                                                                |                                       |               
|                           |                                                           | Six Months                                                                                     |                                       | Six Months    
|                           |                                                           | Ended June 30,                                                                                 |                                       | Ended June 30,
|                           |                                                           | 2004                                                                                           |                                       | 2003          
|                           |                                                           |                                                                                                |                                       |               
|Operating activities:      |                                                           |                                                                                                |                                       |                |         |          |   |         
|                           | Net income                                                |                                                                                                | $                                     | 2,986          |         |          | $ | 123,145  |        
|Adjustments to net income: |                                                           |                                                                                                |                                       |                |         |          |   |         
|                           | Bad debt expense                                          |                                                                                                |                                       | 11,827         |         |          |   | 13,627   |        
|                           | Stock option expense                                      |                                                                                                |                                       | 177            |         |          |   |         |        
|                           | Depreciation and amortization expense                     |                                                                                                |                                       | 8,084          |         |          |   | 4,814    |        
|                           | Amortization of intangibles                               |                                                                                                |                                       | 115,658        |         |          |   |         |        
|                           | Amortization of deferred financing costs                  |                                                                                                |                                       | 13,108         |         |          |   | 13,756   |        
|                           | Loss on disposition of investment                         |                                                                                                |                                       | 9              |         |          |   |         |        
|                           | Deferred tax provision (benefit)                          |                                                                                                |                                       | 1,964          |         |          |   | (145     | )      
|                           | Contributions from Qwest in lieu of income taxes          |                                                                                                |                                       |               |         |          |   | 61,009   |        
|                           | Changes in operating assets and liabilities:              |                                                                                                |                                       |                |         |          |   |          |        
|                           |                                                           | Accounts receivable                                                                            |                                       |                | (18,852 | )        |   |          | 23,550  |         
|                           |                                                           | Deferred directory costs                                                                       |                                       |                | (20,698 | )        |   |          | 3,927   |         
|                           |                                                           | Other current assets                                                                           |                                       |                | 2,554   |          |   |          | (161    | )       
|                           |                                                           | Accounts payable and other liabilities                                                         |                                       |                | (954    | )        |   |          | (1,220  | )       
|                           |                                                           | Accrued interest                                                                               |                                       |                | (6,012  | )        |   |          | (1,497  | )       
|                           |                                                           | Deferred revenue and customer deposits                                                         |                                       |                | 48,158  |          |   |          | (22,911 | )       
|                           |                                                           | Amounts due to affiliates                                                                      |                                       |                | (26,676 | )        |   |          |        |         
|                           |                                                           | Amounts due to affiliates related to
    post-retirement and other post-employment obligations |                                       |                | 3,242   |          |   |          |        |         
|                           |                                                           | Employee benefit plan obligations and other
    long-term liabilities                          |                                       |                | (383    | )        |   |          | 5,217   |         
|                           |                                                           |                                                                                                |                                       |                |         |          |   |         
|                           |                                                           |                                                                                                | Cash provided by operating activities |                |         | 134,192  |   |          |         | 223,111  |  
|                           |                                                           |                                                                                                |                                       |                |         |          |   |         
|Investing activities:      |                                                           |                                                                                                |                                       |                |         |          |   |         
|                           |                                                           | Acquisition of Dex West                                                                        |                                       |                | 5,251   |          |   |          |        |         
|                           |                                                           | Expenditures for property, plant and equipment                                                 |                                       |                | (3,795  | )        |   |          | (8,181  | )       
|                           |                                                           | Capitalized software development costs                                                         |                                       |                | (17,156 | )        |   |          |        |         
|                           |                                                           |                                                                                                |                                       |                |         |          |   |         
|                           |                                                           |                                                                                                | Cash used for investing activities    |                |         | (15,700  | ) |          |         | (8,181   | )
|                           |                                                           |                                                                                                |                                       |                |         |          |   |         
|Financing activities:      |                                                           |                                                                                                |                                       |                |         |          |   |         
|                           | Proceeds from borrowings of revolving credit
    facility |                                                                                                |                                       | 23,000         |         |          |   |         |        
|                           | Repayments on borrowings of revolving credit
    facility |                                                                                                |                                       | (23,000        | )       |          |   |         |        
|                           | Borrowings from affiliates                                |                                                                                                |                                       |               |         |          |   | 14,000   |        
|                           | Repayments on long-term debt                              |                                                                                                |                                       | (108,000       | )       |          |   |         |        
|                           | Payment of refinancing costs                              |                                                                                                |                                       | (1,659         | )       |          |   |         |        
|                           | Distribution to Owner                                     |                                                                                                |                                       | (11,689        | )       |          |   | (190,395 | )      
|                           |                                                           |                                                                                                |                                       |                |         |          |   |         
|                           |                                                           |                                                                                                | Cash used for financing activities    |                |         | (121,348 | ) |          |         | (176,395 | )
|                           |                                                           |                                                                                                |                                       |                |         |          |   |         
|Cash and cash equivalents: |                                                           |                                                                                                |                                       |                |         |          |   |         
|                           | (Decrease) Increase                                       |                                                                                                |                                       | (2,856         | )       |          |   | 38,535   |        
|                           | Beginning balance                                         |                                                                                                |                                       | 4,658          |         |          |   | 161,338  |        
|                           |                                                           |                                                                                                |                                       |                |         |          |   |         
|                           |                                                           |                                                                                                | Ending balance                        |                | $       | 1,802    |   |          | $       | 199,873  |  
|                           |                                                           |                                                                                                |                                       |                |         |          |   |         

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) | Dex Media Initial Public
    Offering

As more fully described in Note 12, on
July 27, 2004, the Companys indirect parent, Dex
Media consummated its initial public offering of common stock
(the Offering). Immediately prior to the Offering,
Dex Media completed a 10-for-1 split of all authorized shares of
common stock. Share and per share data (except par value) for
all periods presented have been restated to reflect the stock
split.



|    |            
|--- | -----------
|(b) | 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 Service LLC ( Service
Co.).



|    |                     
|--- | --------------------
|(c) | 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.



|    |           
|--- | ----------
|(d) | 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

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)


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 (the SEC)
instructions for interim financial statements, certain
information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
have been omitted. In managements opinion, the condensed
consolidated financial statements reflect all adjustments (which
consist of normal recurring adjustments) necessary to fairly
present the condensed consolidated statement of financial
position as of June 30, 2004 and December 31, 2003,
the condensed consolidated statements of operations for the
three months and six months ended June 30, 2004 and 2003
and the condensed consolidated statements of cash flows for the
six months ended June 30, 2004 and 2003. These condensed
consolidated financial statements should be read in conjunction
with the audited consolidated financial statements of the
Company and the Predecessor 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
statements of operations for the three months and six months
ended June 30, 2004 are not necessarily indicative of the
results expected for the full year.

The accompanying condensed consolidated statement
of financial position of the Company as of June 30, 2004
and December 30, 2003, the condensed consolidated
statements of operations for the three months and six months
ended June 30, 2004, and the condensed consolidated
statement of cash flows for the six months ended June 30,
2004, include all material adjustments required under purchase
accounting.

Dex West is considered the Predecessor to the
Company. As such, the historical financial statements of Dex
West are included in the accompanying condensed consolidated
financial statements, including the combined statements of
operations for the three months and six months ended
June 30, 2003, and the combined statement of cash flows for
the six months ended June 30, 2003 (together, the
Predecessor Financial Statements). The Predecessor
Financial Statements have not been adjusted to give effect to
the Acquisition. As such, the condensed consolidated financial
statements of the Company after the Acquisition are not
comparable to the Predecessor Financial Statements prior to the
Acquisition.



|    |                
|--- | ---------------
|(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.

6



---



##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




|    |                  
|--- | -----------------
|(c) | Reclassifications

Certain prior period amounts have been
reclassified to conform to the 2004 presentation.



|    |                                               
|--- | ----------------------------------------------
|(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 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
account flow. During 2003, the Company determined it would
extend the lives of eight directories published in December 2002
and publish the new editions of these directories in January
2004, in most cases. The lives of the new editions of these
directories will be 12 months thereafter. These extensions
did not have a significant impact on the Companys results
of operations for the three months and six months ended
June 30, 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 June 30, 2004 and 2003, the Company and its
Predecessor each published 28 directories. For the six
months ended June 30, 2004 and 2003, the Company and its
Predecessor published 69 and 61 directories, respectively.

The Company enters into transactions where the
Companys products and services are promoted by the account
and, in exchange, the Company carries the accounts
advertisement. The Company 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 and six
months ended June 30, 2004 and 2003.

In certain cases, the Company enters into
agreements with accounts 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

7



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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)


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)
No. 123, Accounting for Stock-Based
Compensation,the pro forma results of the Company for
the three months and six months ended June 30, 2004 would
have been as follows (in thousands):

|            |             |              |   |            |  |  |   |       | 
|----------- | ----------- | ------------ | - | ---------- |  |  | - | ----- | 
|            |             | Three Months |   | Six Months
|            |             | Ended        |   | Ended     
|            |             | June 30,     |   | June 30,  
|            |             | 2004         |   | 2004      
|            |             |              |   |           
|Net Income: |             |              |   |            |  |  |   |      
|            | As reported |              | $ | 3,585      |  |  | $ | 2,986 | 
|            | Pro forma   |              |   | 3,601      |  |  |   | 2,931 | 

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 and six months ended June 30, 2003 would
have been as follows (in thousands):

|            |             |              |   |            |  |  |   |         | 
|----------- | ----------- | ------------ | - | ---------- |  |  | - | ------- | 
|            |             | Three Months |   | Six Months
|            |             | Ended        |   | Ended     
|            |             | June 30,     |   | June 30,  
|            |             | 2003         |   | 2003      
|            |             |              |   |           
|Net Income: |             |              |   |            |  |  |   |        
|            | As reported |              | $ | 58,494     |  |  | $ | 123,145 | 
|            | Pro forma   |              |   | 58,324     |  |  |   | 122,758 | 



|    |                     
|--- | --------------------
|(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.

8



---



##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




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

During the six months ended June 30, 2004,
goodwill was decreased by the following purchase accounting
adjustment (in thousands):

|                             |  |   |           |  
|---------------------------- |  | - | --------- | -
|Balance at December 31, 2003 |  | $ | 2,198,586 |  
|Working capital adjustment   |  |   | (5,251    | )
|                             |  |   |           |  
|Balance at June 30, 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 Dex
West Purchase Agreement.

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

As of June 30, 2004

|                                  |        |          |         |              |  |          |          |          |   |   |         |           |  |  |            |     | 
|--------------------------------- | ------ | -------- | ------- | ------------ |  | -------- | -------- | -------- | - | - | ------- | --------- |  |  | ---------- | --- | 
|                                  |        | Gross    |         |              |  |          |          |         
|                                  |        | Carrying |         | Accumulated  |  | Net Book |          |         
|Intangible Assets                 |        | Value    |         | Amortization |  | Value    |          | Life    
|                                  |        |          |         |              |  |          |          |         
|Account relationships  local     |        | $        | 890,000 |              |  | $        | (141,796 | )        |   | $ | 748,204 |           |  |  | 20  years  | (1)
|Account relationships  national  |        |          | 252,000 |              |  |          | (28,062  | )        |   |   | 223,938 |           |  |  | 25  years  | (1)
|Non-compete/publishing agreements |        |          | 359,000 |              |  |          | (7,440   | )        |   |   | 351,560 |           |  |  | 39  years  |    
|Dex Trademark                     |        |          | 385,000 |              |  |          |         |          |   |   | 385,000 |           |  |  | Indefinite |    
|Qwest Dex Trademark agreement     |        |          | 65,000  |              |  |          | (12,572  | )        |   |   | 52,428  |           |  |  | 4 years    |    
|Advertising agreements            |        |          | 26,000  |              |  |          | (1,487   | )        |   |   | 24,513  |           |  |  | 14  years  |    
|                                  |        |          |         |              |  |          |          |          |   |   |         |           |  |  |            |    
|                                  | Totals |          | $       | 1,977,000    |  |          | $        | (191,357 | ) |   | $       | 1,785,643 |  |  |            |     | 
|                                  |        |          |         |              |  |          |          |          |   |   |         |           |  |  |            |    

As of December 31, 2003

|                                  |        |          |         |              |  |          |         |         |   |   |         |           |  |  |            |     | 
|--------------------------------- | ------ | -------- | ------- | ------------ |  | -------- | ------- | ------- | - | - | ------- | --------- |  |  | ---------- | --- | 
|                                  |        | Gross    |         |              |  |          |         |        
|                                  |        | Carrying |         | Accumulated  |  | Net Book |         |        
|Intangible Assets                 |        | Value    |         | Amortization |  | Value    |         | Life   
|                                  |        |          |         |              |  |          |         |        
|Account relationships  local     |        | $        | 890,000 |              |  | $        | (56,411 | )       |   | $ | 833,589 |           |  |  | 20  years  | (1)
|Account 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
    accounts.

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):

|                                                                                                                                                                                                                              |  |          |           |              |  |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | --------- | ------------ |  | - | --------- | -
|                                                                                                                                                                                                                              |  | June 30, |           | 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 2.0% (weighted average of 3.33% at June 30, 2004) |  | $        | 857,778   |              |  | $ | 905,778   |  
|Notes payable to banks, Tranche B term loan,
    bearing interest at adjusted LIBOR plus the current applicable
    interest spread of 2.25% (weighted average of 3.57% at
    June 30, 2004)                                 |  |          | 1,072,222 |              |  |   | 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   |  
|                                                                                                                                                                                                                              |  |          |           |              |  |   |           |  
|                                                                                                                                                                                                                              |  |          | 3,095,000 |              |  |   | 3,203,000 |  
|Less: current portion of long-term debt                                                                                                                                                                                       |  |          | (39,903   | )            |  |   | (20,178   | )
|                                                                                                                                                                                                                              |  |          |           |              |  |   |           |  
|                                                                                                                                                                                                                              |  | $        | 3,055,097 |              |  | $ | 3,182,822 |  
|                                                                                                                                                                                                                              |  |          |           |              |  |   |           |  

As of June 30, 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 $99.6 million during the six months
ended June 30, 2004. As of June 30, 2004, the Company
was in compliance with all debt covenants under its credit
facilities.

In connection with the amendment and restatement
of our Credit Agreement, the applicable margins on the revolving
credit facility, Tranche A term loan and Tranche B
term loan have been reduced. The commitment fee on the unused
portion of the revolving credit facility has been reduced to
0.375% from 0.5%. The price reductions have been effective since
June 11, 2004.

As discussed in Note 12(a), a portion of the
net proceeds from Dex Medias initial public offering of
common stock will be used to redeem $18.2 million of the
Companys Senior Subordinated Notes at a redemption price
of 109.875% plus accrued and unpaid interest.



|    |                      
|--- | ---------------------
|(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 June 30,
2003. The loan was guaranteed by Qwest Dex Holdings, Inc. and
Qwest Services Corporation (QSC), and the
obligations were 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 included certain
financial covenants, including an interest coverage ratio based
on earnings before interest, taxes, depreciation and
amortization (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 $52 million for the six months ended
June 30, 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

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)


credit facility. Qwest Dex, Inc. and Qwest Dex
Holdings, Inc. were guarantors of the credit facility. The
amount of the guarantee was limited to the maximum amount
outstanding under the loan. The credit facility, as amended,
included several restrictive covenants which, among other
things, limited 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.



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

Company.On
November 8, 2002, Dex Media adopted the Stock Option Plan
of Dex Media, Inc. (the 2002 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 June 30, 2004, the maximum
number of shares of common stock available for issuance under
the 2002 Plan was 6,230,000, with 5,066,540 shares
underlying outstanding options and 1,163,460 shares
available for issuance pursuant to new awards. As more fully
discussed in Note 13(d), effective July 27, 2004, Dex
Media adopted the Dex Media, Inc. 2004 Incentive Award Plan
under which there are 1,000,000 shares of common stock
available for grant. 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 3, 2003, Dex Media declared 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 $6.00,
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
$4.64 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

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)


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 a
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 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
and six months ended June 30, 2004. The 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 and six months ended June 30, 2004.

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 now included
in Service Co.s reported 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 and six months ended June 30, 2003 and neither
Qwest nor Qwest Dex made any contributions to the other
post-retirement benefit plan for the three months and six months
ended June 30, 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
|                                   |  | June 30, 2004      |        | June 30, 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 |  
|                                   |  |                    |        |                    |  |         |     |                 |  |   |        |   |  |   |       |  

|                                   |  |                  |        |                  |  |         |       |                 |  |   |        |   |  |   |        |  
|---------------------------------- |  | ---------------- | ------ | ---------------- |  | ------- | ----- | --------------- |  | - | ------ | - |  | - | ------ | -
|                                   |  |                  |        |                 
|                                   |  | Company          |        | Predecessor     
|                                   |  |                  |        |                 
|                                   |  |                  |        |                 
|                                   |  | Six Months Ended |        | Six Months Ended
|                                   |  | June 30, 2004    |        | June 30, 2003   
|                                   |  |                  |        |                 
|                                   |  | Pension          |        | Post-Retirement  |  | Pension |       | Post-Retirement
|                                   |  | Benefit          |        | Benefits         |  | Benefit |       | Benefits       
|                                   |  |                  |        |                  |  |         |       |                
|Service cost                       |  | $                | 2,942  |                  |  | $       | 686   |                 |  | $ | 1,526  |   |  | $ | 180    |  
|Interest cost                      |  |                  | 3,426  |                  |  |         | 828   |                 |  |   | 5,374  |   |  |   | 3,284  |  
|Expected return on plan assets     |  |                  | (4,368 | )                |  |         |      |                 |  |   | (7,678 | ) |  |   | (1,144 | )
|Amortization of prior service cost |  |                  |       |                  |  |         | (114  | )               |  |   |       |   |  |   | (150   | )
|Amortization of transition asset   |  |                  |       |                  |  |         |      |                 |  |   | (636   | ) |  |   |       |  
|Amortization of net loss           |  |                  |       |                  |  |         |      |                 |  |   |       |   |  |   | 842    |  
|                                   |  |                  |        |                  |  |         |       |                 |  |   |        |   |  |   |        |  
|Net periodic benefit cost          |  | $                | 2,000  |                  |  | $       | 1,400 |                 |  | $ | (1,414 | ) |  | $ | 3,012  |  
|                                   |  |                  |        |                  |  |         |       |                 |  |   |        |   |  |   |        |  



|    |                              
|--- | -----------------------------
|(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 and related on-going
support. 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

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)


attributable to Dex Media East. As of
June 30, 2004, Dex Media East and the Company collectively
have approximately $64 million of obligations remaining
under this agreement. In addition, the Company and Dex Media
East are obligated to collectively pay Amdocs approximately
$10.2 million through 2008 related to the outsourcing of
certain information technology resources.



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

As also described in Note 1(c) and 8(a),
upon consummation of the acquisition of Dex West on
September 9, 2003, all Dex West 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 Service Co. As such, all employee-related
liabilities, including pension and other post-retirement
obligations, are now 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. Pursuant to 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. 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 and $1.0 million in pro-rated annual
advisory fees for the three months and six months ended
June 30, 2004, respectively. As discussed in
Note 12(a), the annual advisory fees payable under the
agreements were terminated in conjunction with Dex Medias
initial public offering. The Sponsors maintain the right to act
as the Companys financial advisor or investment banker in
connection with any merger, acquisition, disposition, finance or
the like in return for additional reasonable compensation and
expenses as may be agreed upon by the parties.

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. As of
June 30, 2004, approximately $1.5 million was not yet
incurred under the contract.



|     |                  
|---- | -----------------
|(12) | Subsequent Events



|    |                                      
|--- | -------------------------------------
|(a) | Dex Media Initial Public
    Offering

Effective July 27, 2004, the Companys
indirect parent, Dex Media, consummated its initial public
offering of common stock. Part of the proceeds related to this
offering will be used to redeem $18.2 million of the
Companys Senior Subordinated Notes on August 26, 2004
at a redemption price of 109.875% along with the accrued and
unpaid interest. In connection with this offering, the Company
paid $5.0 million to each of the Sponsors to eliminate the
$2.0 million annual fee payable under the management
consulting agreements.

14



---



##### Table of Contents



DEX MEDIA WEST LLC


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


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




|    |                             
|--- | ----------------------------
|(b) | Dex Media Common Stock Split

As discussed in Note 1(a), immediately prior
to the initial public offering, Dex Media issued a 10-for-1
common stock split. The share and per share data in this report
have been adjusted to reflect the effects of the stock split.



|    |                       
|--- | ----------------------
|(c) | Notice to Bond Holders

In connection with the initial public offering of
common stock by Dex Media, the Company provided irrevocable
notice to the holders of its 9 7/8% Senior
Subordinated Notes that it would redeem $18.2 million of
the outstanding notes on August 26, 2004. The funds
required to meet the redemption obligation has been set aside
using a portion of the proceeds from the initial public offering.



|    |                                              
|--- | ---------------------------------------------
|(d) | Dex Media, Inc. 2004 Incentive Award
    Plan

Upon consummation of Dex Medias initial
public offering of common stock effective July 27, 2004,
Dex Media adopted the Dex Media, Inc. 2004 Incentive Award Plan
under which there are 1,000,000 shares of common stock
available for grant.

15



---



##### 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.

Upon consummation of the Acquisition, Dex West
employees became employees of Dex Media East. Effective
January 1, 2004, all employees of Dex Media East were
transferred to another indirect wholly owned subsidiary of Dex
Media, Dex Media Service Co. (Service Co.).

As a result of our conversion to the Amdocs
software system, certain of our account 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 each of the three months ended June 30, 2004
and 2003, we and our Predecessor published 28 directories
and distributed 4.9 million copies of these directories to
business and residential consumers in the Dex West States. For
the six months ended June 30, 2004 and 2003 we and our
Predecessor published 69 and 61 directories, respectively,
and distributed 15.5 million and 13.5 million copies
of these directories, respectively, to business and residential
consumers in the Dex West States. We also provide related
services, including an Internet-based directory, direct
marketing lists and the sale of Dex directories and other
publishers directories outside the normal delivery
schedule. For the three months and six months ended
June 30, 2004 we generated $216.9 million and
$424.3 million in revenue, respectively. Excluding the
effects of purchase accounting adjustments to deferred revenue,
our revenue for the three months and six months ended
June 30, 2004 would have been $232.2 million and
$462.4 million, respectively. Approximately 97.1% and 97.2%
of our total revenue, excluding the effects of purchase
accounting, for the three months and six months ended
June 30, 2004, respectively, 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 and six months ended June 30,
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

16



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##### Table of Contents



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 and six months ended
June 30, 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 dedicated to
functions within Dex West, many of whom became employees of
Service Co. upon consummation of the Acquisition. 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 West 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 account 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 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 consumers.

Also, 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. Beginning in 2004, we expect to
replace our entire production system with Amdocs technology in a
phased deployment. The first phase was deployed on June 1,
2004 with the last phase expected to be completed in the first
quarter of 2005. Costs related to the phased deployment and
related on-going support to be incurred by us and Dex Media
East, through 2008, include a $108.0 million contract with
Amdocs of which $63.9 million was not yet incurred as of
June 30, 2004, and to date we have incurred other costs of
approximately $16 million.

Results of Operations



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

Our condensed 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. The
new editions of these eight directories were published, in most
cases, in January 2004. These extensions were

17



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##### Table of Contents



made to more efficiently manage work and account
flow. The lives of the new editions of these 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 and six months ended June 30, 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, direct
marketing lists and the sale of Dex directories and other
publishers directories outside of the normal delivery
schedule, which we refer to collectively as other revenue.
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
account and the introduction of additional products which
generate incremental revenue. Directory services revenue may
also increase through the publication of new printed directories.

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 an account and, in exchange, we carry
that account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 our operations for the three months and
six months ended June 30, 2004 and 2003.

In certain cases, we enter into agreements with
accounts 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 (CMRs), 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.

18



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##### Table of Contents





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

Our general and administrative expense consists
primarily of the costs of advertising, promotion and marketing,
administrative staff, information technology, training, account
billing, corporate management, office and facilities expense 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 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 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 and six months ended
June 30, 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
and six months ended June 30, 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, we have incurred increased employee benefit costs
due to separation from Qwests larger employee base. In
addition, we pay an annual management fee of $2.0 million
to the Sponsors. Future stand-alone costs incurred are
unpredictable due to various factors. In connection with Dex
Medias initial public offering, the annual management
consulting fees payable under the management consulting
agreements with the Sponsors were terminated.

Historically, Dex West was included in the
consolidated federal income tax returns filed by Qwest. Dex West
had an informal agreement with Qwest pursuant to which Dex West
was required to compute its 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.

19



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##### Table of Contents



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.

Results of Operations



| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | The Three Months Ended June 30, 2004
    Compared to the Three Months Ended June 30,
    2003.

|                                                                   |                             |                          |        |              |         |          |        |          |         |   |        |         |         |   |       |       |      |   
|------------------------------------------------------------------ | --------------------------- | ------------------------ | ------ | ------------ | ------- | -------- | ------ | -------- | ------- | - | ------ | ------- | ------- | - | ----- | ----- | ---- | --
|                                                                   |                             | Dex Media West           |        | Predecessor  |         |          |        |         
|                                                                   |                             |                          |        |              |         |          |        |         
|                                                                   |                             | Three Months             |        | Three Months |         |          |        |         
|                                                                   |                             | Ended                    |        | Ended        |         |          |        |         
|                                                                   |                             | June 30,                 |        | June 30,     |         |          |        |         
|                                                                   |                             | 2004                     |        | 2003         |         | $ Change |        | % Change
|                                                                   |                             |                          |        |              |         |          |        |         
|                                                                   |                             |                         
|                                                                   |                             | (Dollars in thousands)  
|Revenue:                                                           |                             |                          |        |              |         |          |        |          |         |   |        |         |         |   |       |      
|                                                                   | Local directory services    |                          | $      | 190,164      |         |          | $      | 189,128  |         |   | $      | 1,036   |         |   |       | (0.5  | )%  
|                                                                   | National directory services |                          |        | 21,719       |         |          |        | 34,112   |         |   |        | (12,393 | )       |   |       | (36.3 | )%  
|                                                                   |                             |                          |        |              |         |          |        |          |         |   |        |         |         |   |       |      
|                                                                   |                             | Total directory services |        |              | 211,883 |          |        |          | 223,240 |   |        |         | (11,357 | ) |       |       | (5.1 | )%
|Other revenue                                                      |                             |                          | 5,012  |              |         |          | 5,566  |          |         |   | (554   | )       |         |   | (10.0 | )%   
|                                                                   |                             |                          |        |              |         |          |        |          |         |   |        |         |         |   |       |      
|                                                                   |                             | Total revenue            |        |              | 216,895 |          |        |          | 228,806 |   |        |         | (11,911 | ) |       |       | (5.2 | )%
|Cost of revenue                                                    |                             |                          | 66,913 |              |         |          | 71,762 |          |         |   | (4,849 | )       |         |   | (6.8  | )%   
|                                                                   |                             |                          |        |              |         |          |        |          |         |   |        |         |         |   |       |      
|                                                                   | Gross profit                |                          |        | 149,982      |         |          |        | 157,044  |         |   |        | (7,062  | )       |   |       | (4.5  | )%  
|                                                                   | Gross margin                |                          |        | 69.2         | %       |          |        | 68.6     | %       |   |        |         |         |   |       |       |     
|General and administrative expense, including bad
    debt expense |                             | $                        | 29,427 |              |         | $        | 28,358 |          |         | $ | 1,069  |         |         |   | 3.8   | %    



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

Total revenue decreased by $11.9 million or
5.2%, to $216.9 million for the three months ended
June 30, 2004 from $228.8 million for the three months
ended June 30, 2003. Excluding the effects of purchase
accounting for deferred revenue, which totaled
$15.4 million, total revenue for the three months ended
June 30, 2004 would have been $232.3 million, a
$3.5 million, or 1.5% increase from the same period in
2003. Total revenue, excluding the effects of purchase
accounting, included $227.3 million in directory services
revenue and $5.0 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
$11.4 million, or 5.1% to $211.9 million for the three
months ended June 30, 2004 from $223.2 million for the
three months ended June 30, 2003. Excluding the effects of
purchase accounting, total directory services revenue increased
by $4.1 million to $227.3 million for the three months
ended June 30, 2004.

Directory services revenue is affected by a
variety of volume and pricing factors. Volume related factors
include the quantity of advertisements sold, the change in mix
of advertisements among our product families and the proportion
of advertisements sold with premium features and the volume of
promotional services obtained from our advertisers in exchange
for our publication of their advertisement in our directories.
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 account renewal, contributed to our
increased directory services revenue.

20



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##### Table of Contents



Local directory services revenue increased
$1.0 million, or 0.5% to $190.2 million for the three
months ended June 30, 2004 compared to $189.1 million
for the three months ended June 30, 2003. Local directory
services revenue, excluding the effects of purchase accounting
which totaled $3.5 million, increased by $4.6 million
to $193.7 million for the three months ended June 30,
2004 from $189.1 million for the three months ended
June 30, 2003. Local directory services revenue for the
three months ended June 30, 2004 accounted for 83.4% of
revenue, excluding the effects of purchase accounting, as
compared to 82.6% for the three months ended June 30, 2003.

Revenue from national advertisers decreased
$12.4 million, or 36.3%, to $21.7 million for the
three months ended June 30, 2004, as compared to
$34.1 million for the three months ended June 30,
2003. Revenue from national advertisers excluding the effects of
purchase accounting which totaled $11.9 million, decreased
$0.5 million, or 1.5% to $33.6 million for the three
months ended June 30, 2004 compared to $34.1 million
for the three months ended June 30, 2003. Revenue from
national advertisers for the three months ended June 30,
2004 accounted for 14.5% of revenue, excluding the effects of
purchase accounting, as compared to 14.9% for three months ended
June 30, 2003.

Other revenue decreased by $0.6 million, or
10.0%, to $5.0 million for the three months ended
June 30, 2004 from $5.6 million for the three months
ended June 30, 2003.



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

Cost of revenue recognized was $66.9 million
for the three months ended June 30, 2004 compared to
$71.8 million for the three months ended June 30,
2003. Excluding the effects of purchase accounting for deferred
costs, which totaled $3.3 million, cost of revenue
recognized would have been $70.2 million for the three
months ended June 30, 2004. Cost of revenue recognized
represented 30.2% of revenue, excluding the effects of purchase
accounting, for the three months ended June 30, 2004,
compared to 31.4% of revenue for the three months ended
June 30, 2003.

For the three months ended June 30, 2004 and
2003, we and our Predecessor incurred costs subject to deferral
and amortization of $64.8 million and $65.1 million,
respectively.

Employee costs incurred decreased by
$2.4 million, or 7.4%, to $29.9 million for the three
months ended June 30, 2004 from $32.3 million for the
three months ended June 30, 2003. This decrease is
primarily a result of changes to sales incentives and a
reduction in the number of employees.

Direct costs of publishing incurred, which
primarily include paper, printing and distribution, were
$20.2 million and $20.5 million for three months ended
June 30, 2004 and 2003, respectively.

Contracting and professional fees incurred
increased $2.1 million to $3.5 million from
$1.4 million for the three months ended June 30, 2004
and 2003, respectively. The increase is primarily due to
increased on-going support related to our production system
conversion for which the first phase was deployed in the second
quarter of 2004.

Other costs of revenue incurred, which primarily
includes systems expense, national commissions, office and
facilities expense, and professional fees were
$11.2 million for the three months ended June 30, 2004
compared to $10.9 million for the three months ended
June 30, 2003.



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

Our gross profit was $150.0 million for the
three months ended June 30, 2004 compared to
$157.0 million for the three months ended June 30,
2003. Excluding the effects of purchase accounting, gross profit
for the three months ended June 30, 2004 would have been
$162.1 million. Gross margin, excluding the effects of
purchase accounting, increased to 69.8% for the three months
ended June 30, 2004 from 68.6% from the three months ended
June 30, 2003.

21



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##### Table of Contents





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

General and administrative expense, excluding
depreciation and amortization, increased $1.1 million, or
3.8%, to $29.4 million for the three months ended
June 30, 2004 from $28.4 million for the three months
ended June 30, 2003. The increase was primarily due to
increases in employee costs, advertising and contracting and
professional fees.

Employee costs increased $3.2 million, or
62.7%, to $8.3 million from $5.1 million for the three
months ended June 30, 2004 and 2003, respectively. Employee
costs include salaries and wages, benefits and other employee
costs. Salaries and wages increased $2.0 million, or 64.5%,
to $5.1 million for the three months ended June 30,
2004 from $3.1 million for the three months ended
June 30, 2003. The increase in salaries and wages was due
primarily to increases in stand-alone costs resulting from
operating the Company as a separate entity from Qwest. Prior to
2004, the functions of finance, human resources, real estate and
information technology were provided primarily by Qwest and were
included in other general and administrative expense as
affiliate expenses. Benefits increased $1.3 million, or
92.9%, to $2.7 million for three months ended June 30,
2004 from $1.4 million for the three months ended
June 30, 2003. This increase is primarily due to higher
costs of medical benefits and to pension credits recognized in
2003 related to Qwests over-funded pension from which Dex
Media does not benefit. Other employee costs were
$0.5 million and $0.6 million for the three months
ended June 30, 2004 and 2003, respectively.

Bad debt expense decreased $1.2 million, or
17.4%, to $5.7 million for the three months ended
June 30, 2004 from $6.9 million for the three months
ended June 30, 2003. Bad debt expense as a percent of total
revenue, excluding the effects of purchase accounting, was 2.5%
for the three months ended June 30, 2004 compared to 3.0%
for the three months ended June 30, 2003. The decrease in
bad debt expense is primarily a result of higher expense in 2003
relating to the bankruptcy of a specific CMR.

Advertising increased $1.7 million, or
53.1%, to $4.9 million for the three months ended
June 30, 2004 from $3.2 million for the three months
ended June 30, 2003 due to additional media advertisements
and exclusivity arrangements designed to increase consumer
awareness, including promoting the new Dex trademark and product
offerings. Advertising as a percent of revenue, excluding the
effects of purchase accounting, increased to 2.1% for the three
months ended June 30, 2004 compared to 1.4% for the three
months ended June 30, 2003.

Contracting and professional fees increased
$1.8 million, or 52.9%, to $5.2 million for the three
months ended June 30, 2004 from $3.4 million for the
three months ended June 30, 2003. The increase is primarily
due to increased receivable collection efforts and accounting
and legal fees.

All other general and administrative expense,
decreased $4.5 million, or 45.9%, to $5.3 million for
the three months ended June 30, 2004 from $9.8 million
for the three months ended March 31, 2003. For the three
months ended June 30, 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
June 30, 2004 we have recorded $15.7 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
June 30, 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.

22



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##### Table of Contents





| |                 
| | ----------------
| | 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 $52.7 million for the
three months ended June 30, 2004.



| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | The Six Months Ended June 30, 2004
    Compared to the Six Months Ended June 30,
    2003.

|                                                                   |                             |                          |         |             |         |          |         |          |         |  |        |         |         |   |      |       |      |   
|------------------------------------------------------------------ | --------------------------- | ------------------------ | ------- | ----------- | ------- | -------- | ------- | -------- | ------- |  | ------ | ------- | ------- | - | ---- | ----- | ---- | --
|                                                                   |                             | Dex Media West           |         | Predecessor |         |          |         |         
|                                                                   |                             |                          |         |             |         |          |         |         
|                                                                   |                             | Six Months               |         | Six Months  |         |          |         |         
|                                                                   |                             | Ended                    |         | Ended       |         |          |         |         
|                                                                   |                             | June 30,                 |         | June 30,    |         |          |         |         
|                                                                   |                             | 2004                     |         | 2003        |         | $ Change |         | % Change
|                                                                   |                             |                          |         |             |         |          |         |         
|                                                                   |                             |                          |         |            
|                                                                   |                             | (Dollars in thousands)   |         |            
|Revenue:                                                           |                             |                          |         |             |         |          |         |          |         |  |        |         |         |   |      |      
|                                                                   | Local directory services    |                          | $       | 378,757     |         |          | $       | 378,481  |         |  |        | 276     |         |   |      | (0.1  | )%  
|                                                                   | National directory services |                          |         | 35,482      |         |          |         | 68,389   |         |  |        | (32,907 | )       |   |      | (48.1 | )%  
|                                                                   |                             |                          |         |             |         |          |         |          |         |  |        |         |         |   |      |      
|                                                                   |                             | Total directory services |         |             | 414,239 |          |         |          | 446,870 |  |        |         | (32,631 | ) |      |       | (7.3 | )%
|Other revenue                                                      |                             |                          | 10,044  |             |         |          | 10,551  |          |         |  | (507   | )       |         |   | (4.8 | )%   
|                                                                   |                             |                          |         |             |         |          |         |          |         |  |        |         |         |   |      |      
|                                                                   |                             | Total revenue            |         |             | 424,283 |          |         |          | 457,421 |  |        |         | (33,138 | ) |      |       | (7.2 | )%
|Cost of revenue                                                    |                             |                          | 129,734 |             |         |          | 139,373 |          |         |  | (9,639 | )       |         |   | (6.9 | )%   
|                                                                   |                             |                          |         |             |         |          |         |          |         |  |        |         |         |   |      |      
|                                                                   | Gross profit                |                          |         | 294,549     |         |          |         | 318,048  |         |  |        | (23,499 | )       |   |      | (7.4  | )%  
|                                                                   | Gross margin                |                          |         | 69.4        | %       |          |         | 69.5     | %       |  |        |         |         |   |      |       |     
|General and administrative expense, including bad
    debt expense |                             | $                        | 58,285  |             |         | $        | 52,189  |          |         |  | 6,096  |         |         |   | 11.7 | %    



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

Total revenue decreased by $33.1 million or
7.2%, to $424.3 million for the six months ended
June 30, 2004 from $457.4 million for the six months
ended June 30, 2003. Excluding the effects of purchase
accounting for deferred revenue, which totaled
$38.1 million, total revenue for the six months ended
June 30, 2004 would have been $462.4 million, a
$5.0 million, or 1.1% increase from the same period in
2003. Total revenue, excluding the effects of purchase
accounting, included $452.3 million in directory services
revenue and $10.0 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
$32.6 million, or 7.3% to $414.2 million for the six
months ended June 30, 2004 from $446.9 million for the
six months ended June 30, 2003. Excluding the effects of
purchase accounting, total directory services revenue increased
by $5.4 million to $452.3 million for the six months
ended June 30, 2004.

Directory services revenue is affected by a
variety of volume and pricing factors. Volume related factors
include the quantity of advertisements sold, the change in mix
of advertisements among our product families and the proportion
of advertisements sold with premium features and the volume of
promotional services obtained from our advertisers in exchange
for our publication of their advertisement in our directories.
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 account renewal, contributed to our
increased directory services revenue.

Local directory services revenue increased
$0.3 million, or 0.1% to $378.8 million for the six
months ended June 30, 2004 compared to $378.5 million
for the six months ended June 30, 2003. Local directory

23



---



##### Table of Contents



services revenue, excluding the effects of
purchase accounting which totaled $5.9 million, increased
by $6.2 million to $384.7 million for the six months
ended June 30, 2004 from $378.5 million for the six
months ended June 30, 2003. Local directory services
revenue, excluding the effects of purchase accounting, accounted
for 83.2% of revenue for the six months ended June 30, 2004
compared to 82.8% for 2003.


Revenue from national advertisers decreased
$32.9 million, or 48.1%, to $35.5 million for the six
months ended June 30, 2004, as compared to
$68.4 million for the six months ended June 30, 2003.
Revenue from national advertisers excluding the effects of
purchase accounting which totaled $32.2 million, decreased
$0.7 million, or 1.0% to $67.7 million for the six
months ended June 30, 2003 compared to $68.4 million
for the six months ended June 30, 2003. Revenue from
national advertisers for the six months ended June 30, 2004
accounted for 14.6% of revenue, excluding the effects of
purchase accounting, as compared to 15.0% for six months ended
June 30, 2003.

Other revenue decreased by $0.5 million, or
4.8%, to $10.0 million for the six months ended
June 30, 2004 from $10.6 million for the six months
ended June 30, 2003.



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

Cost of revenue recognized was
$129.7 million for the six months ended June 30, 2004
compared to $139.4 million for the six months ended
June 30, 2003. Excluding the effects of purchase accounting
for deferred costs, which totaled $9.7 million, cost of
revenue recognized would have been $139.4 million for the
six months ended June 30, 2004. Cost of revenue recognized
represented 30.1% of revenue, excluding the effects of purchase
accounting, for the six months ended June 30, 2004,
compared to 30.5% of revenue for the six months ended
June 30, 2003.

For the six months ended June 30, 2004 and
2003, we and our Predecessor incurred costs subject to deferral
and amortization of $147.0 million and $135.0 million,
respectively. The increase in incurred costs is primarily due to
increased contracting and professional fees related to on-going
support costs for our product system conversion and to the
shifts in publication schedules of eight directories from
December 2003 to the first quarter of 2004, which impacted
direct costs of publishing and national commissions by
$9.8 million.

Employee costs incurred decreased by
$3.1 million, or 4.9% to $60.7 million for the six
months ended June 30, 2004 from $63.8 million for the
six months ended June 30, 2003. The decrease is primarily a
result of changes to sales incentives and a reduction in the
number of employees.

Direct costs of publishing incurred, which
primarily include paper, printing and distribution, were
$55.8 million and $45.7 million for six months ended
June 30, 2004 and 2003, respectively. The differences in
directory publication schedules between the periods contributed
to $7.1 million of the increase.

Contracting and professional fees increased
$3.9 million to $6.2 million from $2.3 million
for the six months ended June 30, 2004 and 2003,
respectively. The increase is primarily due to on-going support
related to our production system conversion for which the first
phase was deployed in the second quarter of 2004.

Other costs of revenue incurred, which primarily
includes systems expense, national commissions, office and
facilities expense, and professional fees was $24.3 million
for the six months ended June 30, 2004 compared to
$23.2 million for the six months ended June 30, 2003.



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

Our gross profit was $294.5 million for the
six months ended June 30, 2004 compared to
$318.0 million for the six months ended June 30, 2003.
Excluding the effects of purchase accounting, gross profit for
the six months ended June 30, 2004 would have been
$322.9 million compared to $318.0 million for six
months ended June 30, 2003. Gross margin, excluding the
effects of purchase accounting, increased to 69.8% for the six
months ended June 30, 2004 from 69.5% for the six months
ended June 30, 2003.

24



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##### Table of Contents





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

General and administrative expense, excluding
depreciation and amortization, increased $6.1 million, or
11.7%, to $58.3 million for the six months ended
June 30, 2004 from $52.2 million for the six months
ended June 30, 2003. The increase was primarily due to
increases in employee costs, advertising and contracting and
professional fees.

Employee costs increased $6.9 million, or
69.0%, to $16.9 million from $10.0 million for the six
months ended June 30, 2004 and 2003, respectively. Employee
costs include salaries and wages, benefits and other employee
costs. Salaries and wages increased $4.3 million, or 70.5%,
to $10.4 million for the six months ended June 30,
2004 from $6.1 million for the six months ended
June 30, 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. Prior to 2004, the
functions of finance, human resources, real estate and
information technology were provided primarily by Qwest and were
included in other general and administrative expense as
affiliate expenses. Benefits increased $2.5 million, or
80.6%, to $5.6 million for six months ended June 30,
2004 from $3.1 million for the six months ended
June 30, 2003. This increase is primarily due to high costs
of medical benefits and to pension credits recognized in 2003
related to Qwests over-funded pension plan from which Dex
Media does not benefit. Other employee costs were
$0.9 million and $0.8 million for the six months ended
June 30, 2004 and 2003, respectively.

Bad debt expense decreased $1.8 million, or
13.2%, to $11.8 million for the six months ended
June 30, 2004 from $13.6 million for the six months
ended June 30, 2003. Bad debt expense as a percent of total
revenue, excluding the effects of purchase accounting, was 2.6%
for the six months ended June 30, 2004 compared to 3.0% for
the six months ended June 30, 2003. The decrease in bad
debt expense is primarily a result of higher expense in 2003
relating to the bankruptcy of a specific CMR.

Advertising increased $3.4 million, or
63.0%, to $8.8 million for the six months ended
June 30, 2004 from $5.4 million for the six months
ended June 30, 2003 due to additional media advertisements
and exclusivity arrangements designed to increase consumer
awareness, including promoting the new Dex trademark and product
offerings. Advertising as a percent of revenue, excluding the
effects of purchase accounting, increased to 1.9% for the six
months ended June 30, 2004 compared to 1.2% for the six
months ended June 30, 2003.

Contracting and professional fees increased
$5.1 million to $10.5 million for the six months ended
June 30, 2004 from $5.4 million for the six months
ended June 30, 2003. The increase is primarily due to
increased receivable collection efforts and accounting and legal
fees.

All other general and administrative expense,
decreased $7.5 million, or 42.1%, to $10.3 million for
the six months ended June 30, 2004 from $17.8 million
for the comparable period in 2003. For the six months ended
June 30, 2003, other general and administrative expense
includes affiliate charges from Qwest, including finance, human
resources, real estate and information technology with the costs
of such services incurred directly in salaries and wages for the
six months ended June 30, 2004.



| |                            
| | ---------------------------
| | 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 six months ended June 30,
2004 we recognized $115.7 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 $107.9 million for the
six months ended June 30, 2004, which includes
$13.1 million of amortization of deferred financing costs.

25



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##### Table of Contents





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

SFAS No. 109 requires that we recognize
deferred income tax assets on net operating losses to the extent
realization of these assets is more likely than not. As of
June 30, 2004 we have recorded $15.7 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.

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.

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 June 30, 2004, we had
outstanding $3,095.0 million in aggregate indebtedness due
to aggregate debt repayments since the Acquisition of
$283.0 million. As a result, we are significantly leveraged
and our liquidity requirements will be significantly increased,
primarily due to increased debt service obligations. In
connection with the initial public offering of common stock by
Dex Media, we provided irrevocable notice to the holders of our
9 7/8% Senior Subordinated Notes that we will redeem
$18.2 million of the outstanding notes on August 26,
2004. The funds required to meet the redemption obligation has
been set aside using a portion of the proceeds from the initial
public offering.

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 0.375% (reduced from 0.5%
when the credit facilities were amended on June 11, 2004)
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.

On June 11, 2004, we entered into an amended
and restated credit agreement to, among other things,
(i) reduce the applicable margins on loans under our credit
facilities and the commitment fee on the revolving credit
facility, (ii) permit the redemption of all of Dex
Medias 5% Series A preferred stock, which is held by
our Sponsors and management, plus accrued and unpaid dividends,
(iii) permit the redemption of up to 35% of our outstanding
9?% senior subordinated notes due 2013 and its associated
redemption premium, plus accrued and unpaid interest from
proceeds from the initial public offering of Dex Medias
common stock, (iv) make a final lump sum payment to our
Sponsors to terminate the annual advisory fee payable under the
management consulting agreement, and (v) permit us to
distribute to Dex Media the funds required to meet the quarterly
dividends on its common stock if and when such dividends are
declared, up to $40.6 million annually. The amendments to
the credit agreement, except the repricing of the applicable
margins and

26



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##### Table of Contents



commitment fee which were effective on
June 11, 2004, were effective immediately upon the
consummation of the initial public offering of Dex Medias
common stock on July 27, 2004.


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 our accounts, 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 account 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 accounts 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.



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

Net cash provided by operations was
$134.2 million for the six months ended June 30, 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
$15.7 million for the six months ended June 30, 2004.
The principal use of cash for investing activities was
$21.0 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
$121.3 million for the six months ended June 30, 2004.
Significant uses of cash for financing activities for the six
months ended June 30, 2004 include $108.0 million of
repayments on long-term borrowings and $11.7 million of
distributions 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.

27



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We cannot assure you, however, that our business
will generate 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 June 30, 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 amended our credit facility to, among other things,
    allow us access to a portion of the proceeds from this 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 June 30, 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-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 the six months
ended June 30, 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 37.6% fixed rate debt and
62.4% floating rate debt as of June 30, 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

28



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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 June 30, 2005 in the amount
of $39.9 million.


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.

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 have begun
to incur as a stand-alone entity. As of December 31, 2003
we have completed the replacement of the services provided by
Qwest and Qwest LEC with services provided internally or through
arrangements

29



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##### Table of Contents



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 could
be negatively impacted.



| |             
| | ------------
| | Bond Ratings

In anticipation of the initial public offering of
common stock by Dex Media and the use of a portion of the
proceeds to reduce debt, on May 17, 2004 Standard and Poors
revised the outlook on our credit ratings to stable from
negative.

On July 28, 2004, Moodys Investor
Service upgraded the credit ratings of our credit facilities,
senior notes and senior subordinated notes by two notches. The
rating upgrade does not have any immediate impact on our
financing costs.



| |            
| | -----------
| | 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.

30



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##### Table of Contents





| |                    
| | -------------------
| | 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 account
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.



| |             
| | ------------
| | 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 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.

31



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##### Table of Contents








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

Long-Term Debt

As of June 30, 2004, we had a total
outstanding debt balance of $3,095.0 million comprised of
$1,930.0 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 $857.8 million of Tranche A
term loan maturing in September 2009 and $1,072.2 million
of Tranche B term loan maturing in March 2010. Due to the
variable rate characteristics of the credit facilities, the
carrying amounts of the Tranche A term loan and the
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 $419.7 million at June 30, 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 $856.1 million at June 30,
2004.

Interest Rate Risk

As of June 30, 2004, we had no borrowings
outstanding under our revolving credit facility,
$857.8 million of debt outstanding under our Tranche A
term loan facility and $1,072.2 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 three months and six
months ended June 30, 2004 would have increased by
approximately $4.9 million and $9.8 million,
respectively.






|        |                        
|------- | -----------------------
|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) 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.

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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.






|        |                                              
|------- | ---------------------------------------------
|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:

|                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |  |                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  | Certification of Chief Executive Officer of Dex
    Media West LLC pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002
|Exhibit 31.2                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  | Certification of Chief Financial Officer of Dex
    Media West LLC pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002
|Exhibit 32.1                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  | Certification of Chief Executive Officer of Dex
    Media West LLC pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002
|Exhibit 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.

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(b) Reports on Form 8-K:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On June 18, 2004, we filed a Current Report
    on form 8-K, relating to the press release announcing the
    completion of the repricing of our Tranche A and
    Tranche B term loan facilities as permitted under the
    Credit Agreement, dated as of September 9, 2003, as
    amended, among Dex Media, Inc., Dex Media West, Inc., Dex Media
    West LLC, the lenders thereto and JPMorgan Chase Bank, as
    administrative agent and collateral agent, pursuant to the
    Second Amendment thereto, dated as of the effective date of the
    initial public offering of common stock by our indirect parent,
    Dex Media, Inc.

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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: August 12, 2004

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EXHIBIT INDEX

|                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |  |                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------
|Number                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |  | Description                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |  |                                                                                                                                 
|Exhibit 31.1                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  | Certification of Chief Executive Officer of Dex
    Media West LLC pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002
|Exhibit 31.2                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  | Certification of Chief Financial Officer of Dex
    Media West LLC pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002
|Exhibit 32.1                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  | Certification of Chief Executive Officer of Dex
    Media West LLC pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002
|Exhibit 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.