##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 333-112694
 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.)1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)
 (919) 297-1600  (Registrants telephone number, including area code)
  
   þ o
  o o þ
 o þ
  THE REGISTRANT IS AN INDIRECT SUBSIDIARY OF R.H. DONNELLEY CORPORATION. THE REGISTRANT MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING
THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.




---



##### 



DEX MEDIA WEST LLC
 INDEX TO FORM 10-Q
 PAGEPART I:
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Consolidated Balance Sheets at June 30, 2006 and
December 31, 2005
    
    3Consolidated Statements of Operations and Comprehensive
(Loss) Income for the Three Months Ended June 30, 2006 and
2005
    
    4Consolidated Statements of Operations and Comprehensive
(Loss) Income for the Five Months Ended June 30, 2006, the One
Month Ended January 31, 2006 and the Six Months Ended
June 30, 2005
    
    5Consolidated Statements of Cash Flows for the Five Months
Ended June 30, 2006, the One Month Ended January 31, 2006 and
the Six Months Ended June 30, 2005
    
    6Notes to Consolidated Financial Statements
    
    7Item 2.
    
    Managements Narrative Analysis of Results of
Operations*
    
    22Item 3.
    
    Quantitative and Qualitative Disclosures About Market
Risk**
    
    26Item 4.
    
    Controls and Procedures
    
    26PART II:
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    27Item 2.
    
    Unregistered Sales of Equity Securities and Use of
Proceeds***
    
    27Item 3.
    
    Defaults Upon Senior Securities***
    
    27Item 4.
    
    Submission of Matters to a Vote of Security
Holders***
    
    27Item 5.
    
    Other Information
    
    27Item 6.
    
    Exhibits
    
    27SIGNATURES
    
    32
 
 *
    
    Pursuant to General Instruction H(2)(a) of Form 10-Q: (i) the information called for by Item
2 of Part I, Managements Discussion and Analysis of Financial Condition and Results of
Operations has been omitted and (ii) the registrant is providing a Managements Narrative
Analysis of Results of Operations.**
    
    Omitted pursuant to General Instruction H(2)(c) of Form 10-Q.***
    
    Omitted pursuant to General Instruction H(2)(b) of Form 10-Q.  2




---



##### 



PART I. FINANCIAL INFORMATION
 Dex Media West LLC
Consolidated Balance Sheets (Unaudited)
 Successor Company
    
    
    
    Predecessor CompanyJune 30,
    
    
    
    December 31,(in thousands)
    
    2006
    
    
    
    2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    476
    
    
    
    $
    848Accounts receivableBilled
    
    
    63,334
    
    
    
    
    69,480Unbilled
    
    
    302,752
    
    
    
    
    6,172Allowance for doubtful accounts and sales claims
    
    
    (6,717
    )
    
    
    
    (11,273
    )Net accounts receivable
    
    
    359,369
    
    
    
    
    64,379Deferred directory costs
    
    
    99,881
    
    
    
    
    154,227Current deferred income taxes, net
    
    
    
    
    
    
    
    17,939Other current assets
    
    
    30,503
    
    
    
    
    9,213Total current assets
    
    
    490,229
    
    
    
    
    246,606Fixed assets and computer software, net
    
    
    50,916
    
    
    
    
    53,017Other non-current assets
    
    
    11,146
    
    
    
    
    59,459Intangible assets, net
    
    
    5,097,971
    
    
    
    
    1,477,965Goodwill
    
    
    1,397,928
    
    
    
    
    2,190,715Total Assets
    
    $
    7,048,190
    
    
    
    $
    4,027,762Liabilities and Owners EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    23,542
    
    
    
    $
    31,611Affiliate payable, net
    
    
    64,473
    
    
    
    
    40,553Accrued interest
    
    
    53,692
    
    
    
    
    49,903Deferred directory revenue
    
    
    325,783
    
    
    
    
    113,658Short-term deferred income taxes, net
    
    
    5,141
    
    
    
    
    Current portion of long-term debt
    
    
    151,404
    
    
    
    
    110,362Total current liabilities
    
    
    624,035
    
    
    
    
    346,087Long-term debt
    
    
    2,688,364
    
    
    
    
    2,524,099Amount due to affiliate related to post-retirement
and other post-employment obligations
    
    
    55,379
    
    
    
    
    40,848Deferred income taxes, net
    
    
    1,281,896
    
    
    
    
    42,872Other non-current liabilities
    
    
    12,585
    
    
    
    
    9,411Total liabilities
    
    
    4,662,259
    
    
    
    
    2,963,317Commitments and contingenciesOwners EquityOwners interest
    
    
    2,480,441
    
    
    
    
    1,064,445Accumulated deficit
    
    
    (99,565
    )
    
    
    
    Accumulated other comprehensive income
    
    
    5,055
    
    
    
    
    Total owners equity
    
    
    2,385,931
    
    
    
    
    1,064,445Total Liabilities and Owners Equity
    
    $
    7,048,190
    
    
    
    $
    4,027,762
  3




---



##### 



Dex Media West LLC
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)
 Successor
    
    
    
    PredecessorCompany
    
    
    
    CompanyThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedJune 30,
    
    
    
    June 30,(in thousands)
    
    2006
    
    
    
    2005Net revenue
    
    $
    83,157
    
    
    
    $
    235,834ExpensesOperating expenses
    
    
    65,867
    
    
    
    
    88,589General and administrative
expenses
    
    
    13,931
    
    
    
    
    13,034Depreciation and amortization
    
    
    35,678
    
    
    
    
    52,445Total expenses
    
    
    115,476
    
    
    
    
    154,068Operating (loss) income
    
    
    (32,319
    )
    
    
    
    81,766Interest expense, net
    
    
    50,788
    
    
    
    
    47,664(Loss) income before income
taxes
    
    
    (83,107
    )
    
    
    
    34,102(Benefit) provision for income taxes
    
    
    (32,902
    )
    
    
    
    13,331Net (loss) income
    
    $
    (50,205
    )
    
    
    $
    20,771Comprehensive (Loss) IncomeNet (loss) income
    
    $
    (50,205
    )
    
    
    $
    20,771Unrealized gain on interest rate
swaps, net of tax
    
    
    3,563
    
    
    
    
    Comprehensive (loss) income
    
    $
    (46,642
    )
    
    
    $
    20,771
  4




---



##### 





Dex Media West LLC
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) SuccessorCompany
    
    
    
    Predecessor CompanyFive Months
    
    
    
    One Month
    
    
    Six MonthsEnded
    
    
    
    Ended
    
    
    EndedJune 30,
    
    
    
    January 31,
    
    
    June 30,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005Net revenue
    
    $
    104,283
    
    
    
    $
    78,803
    
    
    $
    466,334ExpensesOperating expenses
    
    
    101,752
    
    
    
    
    32,265
    
    
    
    176,236General and administrative
expenses
    
    
    23,192
    
    
    
    
    5,578
    
    
    
    23,828Depreciation and amortization
    
    
    59,234
    
    
    
    
    14,661
    
    
    
    104,473Total expenses
    
    
    184,178
    
    
    
    
    52,504
    
    
    
    304,537Operating (loss) income
    
    
    (79,895
    )
    
    
    
    26,299
    
    
    
    161,797Interest expense, net
    
    
    83,057
    
    
    
    
    17,700
    
    
    
    104,221(Loss) income before income
taxes
    
    
    (162,952
    )
    
    
    
    8,599
    
    
    
    57,576(Benefit) provision for income taxes
    
    
    (63,387
    )
    
    
    
    3,424
    
    
    
    22,497Net (loss) income
    
    $
    (99,565
    )
    
    
    $
    5,175
    
    
    $
    35,079Comprehensive (Loss) IncomeNet (loss) income
    
    $
    (99,565
    )
    
    
    $
    5,175
    
    
    $
    35,079Unrealized gain on interest rate
swaps, net of tax
    
    
    5,055
    
    
    
    
    
    
    
    
    Comprehensive (loss) income
    
    $
    (94,510
    )
    
    
    $
    5,175
    
    
    $
    35,079
  5




---



##### 



Dex Media West LLC
Consolidated Statements of Cash Flows (Unaudited)
 Successor Company
    
    
    
    Predecessor CompanyFive Months
    
    
    
    One Month
    
    
    Six MonthsEnded
    
    
    
    Ended
    
    
    EndedJune 30,
    
    
    
    January 31,
    
    
    June 30,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005Cash Flows from Operating ActivitiesNet (loss) income
    
    $
    (99,565
    )
    
    
    $
    5,175
    
    
    $
    35,079Reconciliation of net (loss) income to net cash provided by operating
activities:Depreciation and amortization
    
    
    59,234
    
    
    
    
    14,661
    
    
    
    104,473Deferred income taxes
    
    
    (82,109
    )
    
    
    
    3,424
    
    
    
    22,497Provision for bad debts
    
    
    3,152
    
    
    
    
    3,859
    
    
    
    12,726Stock-based compensation expense
    
    
    4,096
    
    
    
    
    1,587
    
    
    
    514Amortization of debt fair value adjustment
    
    
    (6,361
    )
    
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    803
    
    
    
    
    1,141
    
    
    
    10,750Loss on disposition of assets
    
    
    
    
    
    
    
    
    
    
    
    28Changes in assets and liabilities:Increase in accounts receivable
    
    
    (2,945
    )
    
    
    
    (2,673
    )
    
    
    (30,507
    )(Increase) decrease in other assets
    
    
    (43,967
    )
    
    
    
    2,327
    
    
    
    (9,605
    )(Decrease) increase in accounts payable and accrued
liabilities
    
    
    (10,906
    )
    
    
    
    3,370
    
    
    
    3,695Increase in deferred directory revenue
    
    
    291,517
    
    
    
    
    110
    
    
    
    7,390(Decrease) increase in amounts due to affiliates
    
    
    20,236
    
    
    
    
    (253
    )
    
    
    (7,805
    )Increase (decrease) in other non-current liabilities
    
    
    602
    
    
    
    
    (8
    )
    
    
    481Increase in amounts due to affiliate related to post-retirement
and other post-employment benefits
    
    
    2,853
    
    
    
    
    534
    
    
    
    2,598Net cash provided by operating activities
    
    
    136,640
    
    
    
    
    33,254
    
    
    
    152,314Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (5,856
    )
    
    
    
    (538
    )
    
    
    (8,718
    )Net cash used in investing activities
    
    
    (5,856
    )
    
    
    
    (538
    )
    
    
    (8,718
    )Cash Flows from Financing ActivitiesRevolver borrowings
    
    
    163,600
    
    
    
    
    
    
    
    
    79,500Revolver repayments
    
    
    (143,100
    )
    
    
    
    (5,000
    )
    
    
    (36,000
    )Additional debt borrowings
    
    
    444,193
    
    
    
    
    
    
    
    
    Debt repayments
    
    
    (349,261
    )
    
    
    
    
    
    
    
    (165,226
    )Premium paid on debt redemption
    
    
    (2,914
    )
    
    
    
    
    
    
    
    Payment of debt refinance costs
    
    
    (671
    )
    
    
    
    
    
    
    
    (2,130
    )Increase (decrease) in checks not yet presented for payment
    
    
    17
    
    
    
    
    (491
    )
    
    
    (967
    )Distributions to Owner
    
    
    (260,059
    )
    
    
    
    (10,186
    )
    
    
    (27,706
    )Net cash used in financing activities
    
    
    (148,195
    )
    
    
    
    (15,677
    )
    
    
    (152,529
    )(Decrease) increase in cash and cash equivalents
    
    
    (17,411
    )
    
    
    
    17,039
    
    
    
    (8,933
    )Cash and cash equivalents, beginning of period
    
    
    17,887
    
    
    
    
    848
    
    
    
    8,933Cash and cash equivalents, end of period
    
    $
    476
    
    
    
    $
    17,887
    
    
    $
    Cash paid:Interest
    
    $
    96,321
    
    
    
    $
    8,746
    
    
    $
    94,185
  6




---



##### 



Dex Media West LLC
Notes to Consolidated Financial Statements (Unaudited)  (tabular amounts in thousands, except share and per share data)
 1. Business and Basics of Presentation
   Significant Business Developments
    History
  7




---



##### 



2. Summary of Significant Accounting Policies
 Principles of Consolidation.
 Revenue Recognition.
 Accounting for
Advertising Barter Transactions
 Revenue Arrangements with Multiple Deliverables.
 Deferred Directory Costs.
 Cash and Cash Equivalents. .
 Accounts Receivable.
  8




---



##### 



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




---



##### 



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




---



##### 



Three Months Ended June 30, 2006
    
    Five Months Ended June 30, 2006As Reported
    
    Per APB 25
    
    As Reported
    
    Per APB 25Total stock-based
compensation
expense (benefit)
    
    $
    3,158
    
    
    $
    (789
    )
    
    $
    4,096
    
    
    $
    (818
    )Net loss
    
    
    (50,205
    )
    
    
    (47,820
    )
    
    
    (99,565
    )
    
    
    (96,563
    )
   June 30, 2006Dividend yield
    
    
    0
    %Expected volatility
    
    
    24.50
    %Risk-free interest rate
    
    
    4.62
    %Expected life
    
    5
    yearsForfeiture rate
    
    
    5
    %
    11




---



##### 



WeightedAverage
    
    
    AggregateExercise/Grant
    
    
    IntrinsicShares
    
    
    Price Per Share
    
    
    ValueAwards outstanding, January 1, 2006
    
    
    5,798,045
    
    
    $
    40.67
    
    
    $
    92,932Granted
    
    
    711,590
    
    
    
    63.33
    
    
    
    16Dex stock-based awards
converted
    
    
    1,725,361
    
    
    
    12.73
    
    
    
    71,483Exercised
    
    
    (1,371,276
    )
    
    
    14.98
    
    
    
    (53,663
    )Forfeitures
    
    
    (169,497
    )
    
    
    52.76
    
    
    
    (1,186
    )Awards outstanding, June 30, 2006
    
    
    6,694,223
    
    
    $
    40.82
    
    
    $
    109,582Available for future grants at June 30, 2006
    
    
    3,976,430
   Stock Awards Outstanding
    
    
    Stock Awards ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    
    
    
    
    
    Average
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    
    Remaining
    
    AverageRange of
    
    
    
    
    
    Contractual
    
    Exercise/Grant
    
    
    
    
    
    
    Contractual
    
    Exercise/GrantExercise/Grant
    
    
    
    
    
    Life
    
    Price Per
    
    
    
    
    
    
    Life
    
    Price PerPrices
    
    Shares
    
    (In Years)
    
    Share
    
    
    Shares
    
    (In Years)
    
    Share$10.77  $14.75
    
    
    553,476
    
    
    
    6.11
    
    
    $
    10.98
    
    
    
    
    414,998
    
    
    
    6.11
    
    
    $
    11.04$15.22  $19.41
    
    
    370,122
    
    
    
    2.59
    
    
    
    15.73
    
    
    
    
    370,122
    
    
    
    2.59
    
    
    
    15.73$24.75  $29.59
    
    
    1,756,276
    
    
    
    3.99
    
    
    
    25.96
    
    
    
    
    1,427,151
    
    
    
    3.99
    
    
    
    26.05$30.11  $39.21
    
    
    175,233
    
    
    
    3.66
    
    
    
    30.95
    
    
    
    
    139,341
    
    
    
    3.66
    
    
    
    30.86$41.10  $43.85
    
    
    1,433,046
    
    
    
    4.91
    
    
    
    41.40
    
    
    
    
    701,877
    
    
    
    4.91
    
    
    
    41.32$46.06  $55.25
    
    
    83,854
    
    
    
    6.54
    
    
    
    51.42
    
    
    
    
    27,897
    
    
    
    6.54
    
    
    
    48.34$56.55  $65.00
    
    
    2,322,216
    
    
    
    6.23
    
    
    
    63.14
    
    
    
    
    474,630
    
    
    
    6.23
    
    
    
    59.256,694,223
    
    
    
    5.08
    
    
    $
    40.82
    
    
    
    
    3,556,016
    
    
    
    5.08
    
    
    $
    31.03
   Non-Vested
    
    Weighted Average
    
    
    
    
    
    Weighted AverageStock
    
    Grant Date
    
    Non-vested
    
    Grant DateOptions And
    
    Exercise Price Per
    
    Restricted
    
    Exercise Price PerSARS
    
    Award
    
    Stock
    
    AwardNon-vested at January 1, 2006
    
    
    3,669,229
    
    
    $
    49.39
    
    
    
    
    
    
    $
    Granted
    
    
    711,590
    
    
    
    63.33
    
    
    
    114,468
    
    
    
    62.34Non-vested Dex options
converted
    
    
    224,597
    
    
    
    12.73
    
    
    
    
    
    
    
    Vested
    
    
    (1,297,712
    )
    
    
    44.15
    
    
    
    
    
    
    
    Forfeitures
    
    
    (169,497
    )
    
    
    52.76
    
    
    
    (5,110
    )
    
    
    64.26Non-vested at June 30, 2006
    
    
    3,138,207
    
    
    $
    51.91
    
    
    
    109,358
    
    
    $
    62.25-
  12




---



##### 



Accounting for
Stock Based Compensation
 Predecessor Company
  13




---



##### 



WeightedWeighted
    
    
    
    
    
    
    AverageNumber of
    
    
    Average
    
    
    Aggregate
    
    
    RemainingNumber
    
    
    Shares
    
    
    Exercise
    
    
    Intrinsic
    
    
    ContractualOf Options
    
    
    Exercisable
    
    
    Price
    
    
    Value
    
    
    Life (Years)Options outstanding at January 1, 2006
    
    
    4,625,460
    
    
    
    
    
    
    $
    5.38Options exercisable at January 1, 2006
    
    
    
    
    
    
    2,341,773
    
    
    
    4.93Options:Granted
    
    
    Exercised
    
    
    (620,110
    )
    
    
    
    
    
    
    4.70
    
    
    $
    23.00Forfeited
    
    
    Options outstanding at January 31, 2006
    
    
    4,005,350
    
    
    
    
    
    
    
    5.48
    
    
    
    22.22
    
    
    
    7.53Options exercisable at January 31, 2006
    
    
    
    
    
    
    1,723,265
    
    
    
    5.03
    
    
    
    22.67
    
    
    
    7.45
  Three Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,2005
    
    
    2005Net IncomeAs reported
    
    $
    20,771
    
    
    $
    35,079Add: Stock-based employee compensation
expense included in reported net
income, net of related tax effects
    
    
    160
    
    
    
    314Deduct: Stock-based employee
compensation expense determined under
minimum value or fair value based
method, as applicable, for all awards,
net of related tax effects
    
    
    (246
    )
    
    
    (496
    )Pro forma
    
    $
    20,685
    
    
    $
    34,897
 Estimates.
 14




---



##### 



New Accounting Pronouncements. Accounting for
Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109
  3. Donnelley Merger
 Determination of the Measurement Date for the Market Price of
Securities Issued in a Purchase Business Combination.
  Business Combinations Goodwill and Other Intangible Assets
   Three months ended June 30, 2006Balance at March 31, 2006
    
    $
    3,844Additions to reserve charged to goodwill
    
    
    2,152Payments
    
    
    (357
    )Balance at June 30, 2006
    
    $
    5,639Five months ended June 30, 2006Balance at January 31, 2006
    
    $
    Additions to reserve charged to goodwill
    
    
    5,996Payments
    
    
    (357
    )Balance at June 30, 2006
    
    $
    5,639
   15




---



##### 



4. Intangible Assets and Goodwill
 Successor Company
  Successor CompanyJune 30, 2006Local
    
    
    National
    
    
    DirectoryCustomer
    
    
    CMR
    
    
    Services
    
    
    Trade
    
    
    AdvertisingRelationships
    
    
    Relationships
    
    
    Agreements
    
    
    Names
    
    
    Commitment
    
    
    TotalFair value
    
    $
    495,000
    
    
    $
    120,000
    
    
    $
    4,240,000
    
    
    $
    280,000
    
    
    $
    15,000
    
    
    $
    5,150,000Accumulated amortization
    
    
    
    
    
    
    (1,667
    )
    
    
    (42,063
    )
    
    
    (7,778
    )
    
    
    (521
    )
    
    
    (52,029
    )Net intangible assets
    
    $
    495,000
    
    
    $
    118,333
    
    
    $
    4,197,937
    
    
    $
    272,222
    
    
    $
    14,479
    
    
    $
    5,097,971
     16




---



##### 



Goodwill and Other Intangible Assets
 Predecessor Company
  Predecessor CompanyDecember 31, 2005Local
    
    
    National
    
    
    Non-Compete/
    
    
    
    
    
    
    Qwest DexCustomer
    
    
    CMR
    
    
    Publishing
    
    
    Dex
    
    
    Trademark
    
    
    AdvertisingRelationships
    
    
    Relationships
    
    
    Agreements
    
    
    Trademark
    
    
    Agreement
    
    
    Commitment
    
    
    TotalFair value
    
    $
    890,000
    
    
    $
    252,000
    
    
    $
    359,000
    
    
    $
    385,000
    
    
    $
    65,000
    
    
    $
    26,000
    
    
    $
    1,977,000Accumulated
amortization
    
    
    (363,356
    )
    
    
    (74,482
    )
    
    
    (21,177
    )
    
    
    
    
    
    
    (35,786
    )
    
    
    (4,234
    )
    
    
    (499,035
    )Net intangible assets
    
    $
    526,644
    
    
    $
    177,518
    
    
    $
    337,823
    
    
    $
    385,000
    
    
    $
    29,214
    
    
    $
    21,766
    
    
    $
    1,477,965
   5. Long-Term Debt
  Successor
    
    
    
    PredecessorCompany
    
    
    
    CompanyJune 30,
    
    
    
    December 31,2006
    
    
    
    2005Credit Facility
    
    $
    1,589,523
    
    
    
    $
    1,187,6618.5% Senior Notes, due 2010
    
    
    405,125
    
    
    
    
    385,0005.875% Senior Notes, due 2011
    
    
    8,791
    
    
    
    
    300,0009.875% Senior Subordinated Notes, due 2013
    
    
    836,329
    
    
    
    
    761,800Total
    
    
    2,839,768
    
    
    
    
    2,634,461Less: current portion
    
    
    151,404
    
    
    
    
    110,362Long-term debt
    
    $
    2,688,364
    
    
    
    $
    2,524,099
 17




---



##### 



Credit Facilities
    
    
    The higher of (i) the base rate determined by the Administrative
Agent, JP Morgan Chase Bank, N.A., plus a 0.25% margin on the Dex
Media West Revolver and Term Loan A and a 0.50% margin on Term Loan B-1
and Term Loan B-2; and (ii) the Federal Funds
Effective Rate (as defined) plus 0.50%, plus a 0.25% margin on the Dex
Media West Revolver and Term Loan A and a 0.50% margin on Term Loan B-1
and Term Loan B-2; or
    
    The LIBOR rate plus a 1.25% margin on the Dex Media West Revolver and
Term Loan A, 1.50% margin on Term Loan B-1, and a 1.50% margin on Term
Loan B-2. We may elect interest periods of 1, 2, 3, or 6, (or 9 or 12
months if, at the time of the borrowing all lenders agree to make such
term available) for LIBOR borrowings.
    18




---



##### 



Notes
    Impact of Donnelley Merger
   Credit Facility
    
    $
    8.5% Senior Notes due 2010
    
    
    22,1385.875% Senior Notes due 2011
    
    
    769.875% Senior Subordinated Notes due 2013
    
    
    79,022Total
    
    $
    101,236
  6. Benefit Plans
 Retirement
Plans.
 Savings Plan.
 Other Postretirement Benefits.
 19




---



##### 



Employers Disclosures About Pension and Other Postretirement
Benefits (Revised 2003)
 Predecessor Company
    
    
    
    Successor CompanyThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedJune 30,
    
    
    
    June 30,2006
    
    
    
    2005Pension
    
    
    Post-Retirement
    
    
    
    Pension
    
    
    Post-RetirementBenefit
    
    
    Benefits
    
    
    
    Benefit
    
    
    BenefitsService cost
    
    $
    1,349
    
    
    $
    327
    
    
    
    $
    1,281
    
    
    $
    285Interest cost
    
    
    1,757
    
    
    
    607
    
    
    
    
    1,722
    
    
    
    562Expected return on plan assets
    
    
    (1,524
    )
    
    
    
    
    
    
    
    (2,195
    )
    
    
    Unrecognized prior service costs
    
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    (51
    )Amortization of net (gain) loss
    
    
    (9
    )
    
    
    (18
    )
    
    
    
    
    
    
    
    18Net periodic benefit cost
    
    $
    1,573
    
    
    $
    916
    
    
    
    $
    754
    
    
    $
    814
 Successor Company
    
    
    
    Predecessor CompanyFive Months
    
    
    
    One Month
    
    
    Six MonthsEnded
    
    
    
    Ended
    
    
    EndedJune 30,
    
    
    
    January 31,
    
    
    June 30,2006
    
    
    
    2006
    
    
    2005Pension
    
    
    Post-Retirement
    
    
    
    Pension
    
    
    Post-Retirement
    
    
    Pension
    
    
    Post-RetirementBenefit
    
    
    Benefits
    
    
    
    Benefit
    
    
    Benefits
    
    
    Benefit
    
    
    BenefitsService cost
    
    $
    2,144
    
    
    $
    545
    
    
    
    $
    398
    
    
    $
    94
    
    
    $
    2,837
    
    
    $
    656Interest cost
    
    
    2,669
    
    
    
    903
    
    
    
    
    494
    
    
    
    173
    
    
    
    3,435
    
    
    
    1,033Expected return on plan assets
    
    
    (2,480
    )
    
    
    
    
    
    
    
    (594
    )
    
    
    
    
    
    
    (4,322
    )
    
    
    Unrecognized prior service costs
    
    
    9
    
    
    
    22
    
    
    
    
    (9
    )
    
    
    (22
    )
    
    
    (54
    )
    
    
    (108
    )Amortization of net (gain) loss
    
    
    (9
    )
    
    
    (18
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18Net periodic benefit cost
    
    $
    2,333
    
    
    $
    1,452
    
    
    
    $
    289
    
    
    $
    245
    
    
    $
    1,896
    
    
    $
    1,599
   Employers
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination
Benefits
 7. Business Segments
  8. Commitments and Contingencies
 Litigation.
 20




---



##### 



Collective
Bargaining Agreement.
 9. Related Party Transactions
  21




---



##### 



Item 2. Managements Narrative Analysis of Results of Operations
 Forward-Looking Information
  Significant Business Developments
  Corporate Overview
   22




---



##### 



Segment Reporting
  New Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109
  Factors Affecting Comparability
  RESULTS OF OPERATIONS, INCLUDING COMBINED RESULTS
 In addition to the GAAP presentation of results for the five months ended June 30, 2006, the one
month ended January 31, 2006 and the six months ended June 30, 2005, we have provided the following
combined results of Dex Media West for the six months ended June 30, 2006 because we believe that
such financial information is important to gain an understanding of the impact of the Donnelley
Merger on Dex Media Wests underlying historical performance and future financial results. The
financial information for the combined six months ended June 30, 2006 includes the financial
information of the Predecessor Company for the one month ended January 31, 2006 and of the
Successor Company for the five months ended June 30, 2006. Although we have provided these combined
results in order to provide a more meaningful discussion of the periods presented, the results of
periods presented are not strictly comparable due to the change in basis of assets that resulted
from the Donnelley Merger.
 23




---



##### 



Combined six months ended June 30, 2006 and the six months ended June 30, 2005
 Net Revenue
  Successor
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    Company
    
    Combined
    
    
    CompanyFive Months
    
    
    One Month
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    Ended
    
    
    EndedJune 30,
    
    
    January 31,
    
    June 30,
    
    
    June 30,2006
    
    
    2006
    
    2006
    
    
    2005
    
    $ Change(amounts in thousands)Net directory advertising revenue
    
    $
    99,388
    
    
    
    $
    77,194
    
    
    $
    176,582
    
    
    
    $
    460,591
    
    
    $
    (284,009
    )Other revenue
    
    
    4,895
    
    
    
    
    1,609
    
    
    
    6,504
    
    
    
    
    5,743
    
    
    
    761Total
    
    $
    104,283
    
    
    
    $
    78,803
    
    
    $
    183,086
    
    
    
    $
    466,334
    
    
    $
    (283,248
    )
     Expenses
  Successor
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    Company
    
    Combined
    
    
    CompanyFive Months
    
    
    One Month
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    Ended
    
    
    EndedJune 30,
    
    
    January 31,
    
    June 30,
    
    
    June 30,2006
    
    
    2006
    
    2006
    
    
    2005
    
    $ Change(amounts in thousands)Operating expenses
    
    $
    101,752
    
    
    
    $
    32,265
    
    
    $
    134,017
    
    
    
    $
    176,236
    
    
    $
    (42,219
    )G&A expenses
    
    
    23,192
    
    
    
    
    5,578
    
    
    
    28,770
    
    
    
    
    23,828
    
    
    
    4,942D&A expenses
    
    
    59,234
    
    
    
    
    14,661
    
    
    
    73,895
    
    
    
    
    104,473
    
    
    
    (30,578
    )Total
    
    $
    184,178
    
    
    
    $
    52,504
    
    
    $
    236,682
    
    
    
    $
    304,537
    
    
    $
    (67,855
    )
 24




---



##### 



Operating Expenses
  General and Administrative Expenses
 Share-Based Payment
 Depreciation and Amortization Expenses
  25




---



##### 



Operating (Loss) Income
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    
    CompanyFive Months
    
    
    
    One Month
    
    
    Six Months
    
    
    
    Six MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    
    EndedJune 30,
    
    
    
    January 31,
    
    
    June 30,
    
    
    
    June 30,2006
    
    
    
    2006
    
    
    2006
    
    
    
    2005
    
    
    $ Change(amounts in thousands)Total
    
    $
    (79,895
    )
    
    
    $
    26,299
    
    
    $
    (53,596
    )
    
    
    $
    161,797
    
    
    $
    (215,393
    )
   Interest Expense, Net
  Income Taxes
  Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures.
 (b) Changes in Internal Control Over Financial Reporting.
 26




---



##### 



PART II.
 OTHER INFORMATION
 Item 1. Legal Proceedings
    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  Item 6. Exhibits
 ExhibitNumber
    
    Document2.1+
    
    Agreement of Merger of Dex Media West LLC and GPP LLC, dated September 9, 2003.2.2+
    
    Purchase Agreement, dated as of August 19, 2002, by and between Qwest Dex, Inc., Qwest Services
Corporation, and Qwest Communications International Inc., on the one hand, and Dex Holdings LLC, on
the other hand.2.3+
    
    Amendment No. 1 dated September 9, 2003 to Purchase Agreement, dated as of August 19, 2002, by and
between Qwest Dex, Inc., Qwest Services Corporation, and Qwest Communications International Inc., on
the one hand, and Dex Holdings LLC, on the other hand.2.4
    
    Agreement and Plan of Merger, dated as of October 3, 2005, by and among Dex Media, Inc., R.H.
Donnelley Corporation and Forward Acquisition Corp. (incorporated by reference to Exhibit 2.1 of R.H.
Donnelley Corporations Current Report on Form 8-K filed with the Securities and Exchange Commission
on October 6, 2005, Commission File No. 001-07155).
 27




---



##### 



ExhibitNumber
    
    Document3.1+
    
    Certificate of Formation of Dex Media West LLC (f/k/a GPP LLC), filed August 2, 2002.3.2+
    
    Certificate of Amendment of Certificate of Formation of Dex Media West LLC (f/k/a GPP LLC), filed
September 9, 2003.3.3+
    
    Certificate of Merger of GPP LLC and Dex Media West LLC, filed September 9, 2003.3.4+
    
    Certificate of Amendment of Certificate of Formation of Dex Media West LLC, filed October 6, 2003.3.5+
    
    Certificate of Incorporation of Dex Media West Finance Co., filed July 29, 2003.3.6+
    
    Amended and Restated Limited Liability Company Agreement of Dex Media West LLC, dated September 9,
2003.3.7+
    
    By-laws of Dex Media West Finance Co.4.1+
    
    Senior Note Indenture with respect to the 8 1/2% Senior Notes due 2010, among Dex Media West LLC, Dex
Media West Finance Co. and U.S. Bank National Association, as trustee, dated August 29, 2003.4.2+
    
    Form of 8 1/2% Senior Notes due 2002 (included in exhibit 4.1)4.3+
    
    Senior Subordinated Note Indenture with respect to the 9 7/8% Senior Subordinated Notes due 2013,
among Dex Media West LLC, Dex Media West Finance Co. and U.S. Bank National Association, as trustee,
dated August 29, 2003.4.4+
    
    Form of 9 7/8% Senior Subordinated Notes due 2013 (included in exhibit 4.3)4.5++
    
    Indenture with respect to the 5 7/8% Senior Notes due among Dex Media West LLC, Dex Media West
Finance Co. and U.S. Bank National Association, as trustee, dated November 24, 2004.4.6++
    
    Form of 5 7/8% Senior Notes due 2011 (included in exhibit 4.5)10.1+
    
    Credit Agreement, dated as of September 9, 2003, among Dex Media, Inc., Dex Media West, Inc., Dex
Media West LLC, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and Banc of
America Securities LLC, as joint bookrunners and joint lead arrangers, and Bank of America, N.A.,
Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust Company
Americas, as co-syndication agents.10.2+
    
    First Amendment, dated as of October 31, 2003, to the Credit Agreement, dated as of September 9,
2003, among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, as
administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint
bookrunners and joint lead arrangers, and Bank of America, N.A., Wachovia Bank, National Association,
Lehman Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as co-syndication agents.10.3+
    
    Guarantee and Collateral Agreement, dated as of September 9, 2003, among Dex Media West, Inc., Dex
Media West LLC, Dex Media West Finance Co. and JPMorgan Chase Bank, as collateral agent.10.4+
    
    Billing and Collection Agreement, dated as of September 1, 2003, by and between Qwest Corporation and
Dex Media West LLC (f/k/a GPP LLC).10.5+
    
    Non-Competition and Non-Solicitation Agreement, dated November 8, 2002, by and among Dex Media East
LLC (f/k/a SGN LLC), Dex Media West LLC (f/k/a GPP LLC), Dex Holdings LLC and Qwest Corporation,
Qwest Communications International Inc. and Qwest Dex, Inc.10.6+
    
    Management Consulting Agreement among Dex Media West LLC and The Carlyle Group dated September 9,
2003.10.7+
    
    Management Consulting Agreement among Dex Media West LLC and Welsh, Carson, Anderson and Stowe dated
September 9, 2003.10.8+
    
    Equityholders Agreement of Dex Holdings LLC among Carlyle Partners III, L.P., CP III Coinvestment
L.P., Carlyle Dex Partners II, L.P., Carlyle High Yield Partners, L.P., Welsh, Carson, Anderson &
Stowe IX, L.P., WD GP Associates LLC, WD Investors LLC and A.S.F. Co-Investment Partners, L.P., dated
November 8, 2002.
 28




---



##### 



ExhibitNumber
    
    Document10.9+
    
    Joinder Agreement to the Dex Holdings LLC Equityholders Agreement, effective as of April 30, 2003.10.10+
    
    Agreement Among Members (Dex Holdings LLC) among Carlyle Partners III, L.P., Carlyle-Dex Partners
L.P., Carlyle-Dex Partners II L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD Investors LLC, Dex
Holdings LLC, Dex Media, Inc., Dex Media East, Inc. and Dex Media East LLC, dated November 8, 2002.10.11+
    
    First Amendment to the Agreement Among Members (Dex Holdings LLC) among Carlyle Partners III, L.P.,
Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD
Investors LLC, Dex Holdings LLC, Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC, Dex Media
West, Inc. and Dex Media West LLC, dated November 8, 2002.10.12+
    
    Publishing Agreement by and among Dex Holdings LLC, Dex Media East LLC (f/k/a SGN LLC), Dex Media
West LLC (f/k/a/GPP LLC) and Qwest Corporation, dated November 8, 2003.10.13+*
    
    Employment Agreement, effective as of November 8, 2002, by and between George Burnett and Dex Media,
Inc.10.14+*
    
    Employment Agreement, effective as of January 2, 2003, by and between Robert M. Neumeister, Jr. and
Dex Media, Inc.10.15+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Marilyn B. Neal and Dex Media,
Inc.10.16+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Maggie Le Beau and Dex Media,
Inc.10.17+*
    
    Employment Agreement, effective as of January 2, 2003, by and between Linda Martin and Dex Media, Inc.10.18+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Kristine Shaw and Dex Media,
Inc.10.19+*
    
    Amended and Restated Management Stockholders Agreement of Dex Media, Inc., entered into as of
November 11, 2003, by and among Dex Media, Inc., Dex Holdings LLC, and those members of management
who become parties thereto from time to time.10.20+*
    
    Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002.10.21+*
    
    First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003.10.22+*
    
    Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003.10.23+
    
    Employee Cost Sharing Agreement, by and among Dex Media Service LLC, Dex Media East LLC and Dex Media
West LLC, effective as of December 31, 2003.10.24+
    
    Shared Services Agreement, by and among Dex Media, Inc., Dex Media East LLC, Dex Media West LLC, and
any direct or indirect subsidiary of Dex Media that becomes a party thereto, effective as of December
31, 2003.10.25+
    
    Intercompany License Agreement, by and among Dex Media, Inc., Dex Media East LLC and Dex Media West
LLC, effective as of September 9, 2003.10.26
    
    Second Amendment, dated as of June 11, 2004, to the Credit Agreement, dated as of September 9, 2003,
among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, J.P. Morgan Chase Bank, as
administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint
bookrunners and joint lead arrangers, and Bank of America, N.A., Wachovia Bank, National
Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as
co-syndication agents (incorporated by reference to Exhibit 99.1 to our Form 8-K filed with the
Securities and Exchange Commission on June 21, 2004).10.27++
    
    Third Amendment, dated as of November 24, 2004, to the Credit Agreement, dated as of September 9,
2003, among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A.
(formerly known as JPMorgan Chase Bank), as administrative agent, J.P. Morgan Securities Inc. and
Banc of America Securities LLC, as joint bookrunners and joint lead arrangers, and Bank of America,
N.A., Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust
Company Americas, as co-syndication agents.10.28*
    
    Dex Media, Inc. 2004 Incentive Award Plan (incorporated by reference to Dex Media Inc.s Registration
Statement on Form S-8 (File No. 333-120631), filed on November 19, 2004).
 29




---



##### 



ExhibitNumber
    
    Document10.29*
    
    Dex Media, Inc. Senior Executive Incentive Bonus Plan (incorporated by reference to Dex Media Inc.s
Current Report on Form 8-K dated February 17, 2005, File No. 001-32249).10.30*
    
    Form of Restricted Stock Agreement pursuant to the 2004 Incentive Award Plan of Dex Media, Inc.
(incorporated by reference to Dex Media, Inc.s Current Report on Form 8-K dated March 4, 2005, File
No. 001-32249).10.31
    
    Master Agreement for Printing Services dated as of March 31, 2005, by and between Dex Media, Inc., on
behalf of itself and it subsidiaries Dex Media East LLC and Dex Media West LLC, and Quebecor World
(USA) Inc. (incorporated by reference to Exhibit 10.3 to Dex Media, Inc.s Quarterly Report on Form
10-Q for the quarter ended March 31, 2005, Commission File No. 1-32249).10.32*
    
    Dex Media, Inc. Deferred Compensation Plan (incorporated by reference to Dex Media Inc.s Current
Report on Form 8-K dated May 17, 2005).10.33*
    
    Dex Media, Inc. Corporate Aircraft Policy (incorporated by reference to Dex Media Inc.s Current
Report on Form 8-K dated May 17, 2005).10.34*
    
    Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Media Inc.s Current
Report on Form 8-K dated May 17, 2005).10.35*
    
    Dex Media, Inc. 2005 Bonus Plan Targets (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005)10.36
    
    Fourth Amendment, dated as of June 16, 2005, to the Credit Agreement dated as of September 9, 2003,
as amended and restated as of July 27, 2004, by and among Dex Media, Inc., Dex Media West, Inc., Dex
Media West LLC, JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities Inc. and
Banc of America Securities LLC, as joint bookrunners and co-lead arrangers, and Bank of America,
N.A., Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust
Company Americas, as co-syndication agents (incorporated by reference to Exhibit 10.5 to Dex Media,
Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, Commission File No.
1-32249).10.37*
    
    Retirement and General Release Agreement dated October 5, 2005, by and between Dex Media, Inc. and
Robert M. Neumeister, Jr. (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K
dated October 2, 2005).10.39*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and George Burnett
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18, 2005).10.40*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and Marilyn Neal (incorporated
by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18, 2005).10.41*
    
    Form of Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and each of its Senior
Vice Presidents (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated
October 18, 2005).10.42*
    
    Form of Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and each of its Vice
Presidents (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October
18, 2005).10.43*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Linda A. Martin
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated December 21, 2005).10.44*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and George A. Burnett
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.45*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Scott A. Pomeroy
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.46*
    
    Form of Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and each of its
Senior Vice Presidents and Vice Presidents (incorporated by reference to Dex Media Inc.s Current
Report on Form 8-K dated December 19, 2005).
 30




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##### 



ExhibitNumber
    
    Document10.47*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Robert M. Neumeister,
Jr. (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19,
2005).10.48*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Marilyn B. Neal
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.49
    
    Amended and Restated Credit Agreement, dated January 31, 2006, by and among Dex Media, Inc. (f/k/a
Forward Acquisition Corp.), Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A., as
administrative agent, and the other entities from time to time parties thereto (incorporated by
reference to Exhibit 10.1 to Dex Media, Inc.s Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 6, 2006, Commission File No. 333-131626).10.50
    
    Reaffirmation Agreement, dated January 31, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex
Media West LLC, Dex Media West Finance Co. and JPMorgan Chase Bank, N.A., as collateral agent
(incorporated by reference to Exhibit 10.2 to Dex Medias Current Report of Form 8-K filed with the
Securities and Exchange Commission on February 6, 2006, Commission File No. 333-131626).10.51
    
    First Amendment, dated as of April 24, 2006, to the Credit Agreement, dated as of September 9, 2003,
as amended and restated as of January 31, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex
Media West LLC, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, and the other agents parties thereto (incorporated by
reference to Exhibit 10.1 to Dex Media, Inc.s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on April 28, 2006, Commission File No. 333-131626).10.52
    
    Reaffirmation Agreement, dated as of April 24, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex
Media West LLC, Dex Media West Finance Co. and JPMorgan Chase Bank, N.A., as collateral agent
(incorporated by reference to Exhibit 10.2 to Dex Media, Inc.s Current Report on Form 8-K, filed
with the Securities and Exchange Commission on April 28, 2006, Commission File No. 333-131626).31.1+++
    
    Certification of Quarterly Report on Form 10-Q for the period ended June 30, 2006 by David C.
Swanson, Chairman and Chief Executive Officer of Dex Media West LLC under Section 302 of the
Sarbanes-Oxley Act.31.2+++
    
    Certification of Quarterly Report on Form 10-Q for the period ended June 30, 2006 by Steven M.
Blondy, Executive Vice President and Chief Financial Officer of Dex Media West LLC under Section 302
of the Sarbanes-Oxley Act.32.1+++
    
    Certification of Quarterly Report on Form 10-Q for the period ended June 30, 2006 under Section 906
of the Sarbanes-Oxley Act David C. Swanson, Chairman and Chief Executive Officer, and Steven M.
Blondy, Executive Vice President and Chief Financial Officer of Dex Media West LLC.
 
 +
    
    Incorporated by reference to our Registration Statement on Form S-4
(File No. 333-112694), declared effective on May 14, 2004.++
    
    Incorporated by reference to our Registration Statement on Form S-4
(File No. 333- 121259), declared effective on February 3, 2005.+++
    
    Filed herewith.*
    
    Identifies each management contract or compensatory plan or arrangement. 31




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SIGNATURE
  DEX MEDIA WEST LLCBy:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)  32




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##### 



Exhibit Index
 Exhibit 31.1*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended June 30, 2006 David C. Swanson, Chairman and
Chief Executive Officer of Dex Media West LLC under Section
302 of the Sarbanes Oxley Act.Exhibit 31.2*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended June 30, 2006 by Steven M. Blondy, Executive
Vice President and Chief Financial Officer of Dex Media West
LLC under Section 302 of the Sarbanes Oxley Act.Exhibit 32.1*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended June 30, 2006 under Section 906 of the Sarbanes
Oxley Act by David C. Swanson, Chairman and Chief Executive
Officer, and Steven M. Blondy, Executive Vice President and
Chief Financial Officer, of Dex Media West LLC.
 
 *
    
    Filed herewith. 33