##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the quarterly period ended September 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from  to
 Commission File Number: 333-112694
 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)
 N/A
 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 September 30, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Operations and Comprehensive (Loss) Income
for the Three Months Ended September 30, 2006 and 2005
    
    
    4Consolidated Statements of Operations and Comprehensive (Loss) Income
for the Eight Months Ended September 30, 2006, the One Month Ended
January 31, 2006 and the Nine Months Ended September 30, 2005
    
    
    5Consolidated Statements of Cash Flows for the Eight Months Ended
September 30, 2006, the One Month Ended January 31, 2006 and the Nine
Months Ended September 30, 2005
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Narrative Analysis of Results of Operations*
    
    
    22Item 3. Quantitative and Qualitative Disclosures About Market Risk**
    
    
    27Item 4. Controls and Procedures
    
    
    28PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***
    
    
    28Item 3. Defaults Upon Senior Securities***
    
    
    28Item 4. Submission of Matters to a Vote of Security Holders***
    
    
    28Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    30SIGNATURES
    
    
    35
 
 *
    
    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 CompanySeptember 30,
    
    
    
    December 31,(in thousands)
    
    2006
    
    
    
    2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    3,490
    
    
    
    $
    848Accounts receivableBilled
    
    
    73,626
    
    
    
    
    69,480Unbilled
    
    
    266,454
    
    
    
    
    6,172Allowance for doubtful accounts and sales claims
    
    
    (4,709
    )
    
    
    
    (11,273
    )Net accounts receivable
    
    
    335,371
    
    
    
    
    64,379Deferred directory costs
    
    
    94,440
    
    
    
    
    154,227Current deferred income taxes, net
    
    
    6,134
    
    
    
    
    17,939Other current assets
    
    
    38,083
    
    
    
    
    9,213Total current assets
    
    
    477,518
    
    
    
    
    246,606Fixed assets and computer software, net
    
    
    49,453
    
    
    
    
    53,017Other non-current assets
    
    
    6,093
    
    
    
    
    59,459Intangible assets, net
    
    
    5,066,754
    
    
    
    
    1,477,965Goodwill
    
    
    1,404,011
    
    
    
    
    2,190,715Total Assets
    
    $
    7,003,829
    
    
    
    $
    4,027,762Liabilities and Owners EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    22,550
    
    
    
    $
    31,611Affiliate payable, net
    
    
    61,621
    
    
    
    
    40,553Accrued interest
    
    
    26,568
    
    
    
    
    49,903Deferred directory revenue
    
    
    400,552
    
    
    
    
    113,658Current portion of long-term debt
    
    
    166,941
    
    
    
    
    110,362Total current liabilities
    
    
    678,232
    
    
    
    
    346,087Long-term debt
    
    
    2,612,574
    
    
    
    
    2,524,099Amount due to affiliate related to post-retirement
and other post-employment obligations
    
    
    56,041
    
    
    
    
    40,848Deferred income taxes, net
    
    
    1,281,419
    
    
    
    
    42,872Other non-current liabilities
    
    
    14,910
    
    
    
    
    9,411Total liabilities
    
    
    4,643,176
    
    
    
    
    2,963,317Commitments and contingenciesOwners EquityOwners interest
    
    
    2,490,513
    
    
    
    
    1,064,445Accumulated deficit
    
    
    (126,764
    )
    
    
    
    Accumulated other comprehensive loss
    
    
    (3,096
    )
    
    
    
    Total owners equity
    
    
    2,360,653
    
    
    
    
    1,064,445Total Liabilities and Owners Equity
    
    $
    7,003,829
    
    
    
    $
    4,027,762
  3




---



##### 



Dex Media West LLC
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)
 Successor
    
    
    
    PredecessorCompany
    
    
    
    CompanyThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedSeptember 30,
    
    
    
    September 30,(in thousands)
    
    2006
    
    
    
    2005Net revenue
    
    $
    131,687
    
    
    
    $
    238,255ExpensesOperating expenses
    
    
    80,928
    
    
    
    
    88,404General and administrative expenses
    
    
    11,383
    
    
    
    
    15,455Depreciation and amortization
    
    
    35,331
    
    
    
    
    53,185Total expenses
    
    
    127,642
    
    
    
    
    157,044Operating income
    
    
    4,045
    
    
    
    
    81,211Interest expense, net
    
    
    48,609
    
    
    
    
    50,875(Loss) income before income taxes
    
    
    (44,564
    )
    
    
    
    30,336(Benefit) provision for income taxes
    
    
    (17,365
    )
    
    
    
    11,847Net (loss) income
    
    $
    (27,199
    )
    
    
    $
    18,489Comprehensive (Loss) IncomeNet (loss) income
    
    $
    (27,199
    )
    
    
    $
    18,489Unrealized
loss on interest rate swaps, net of tax
    
    
    (8,151
    )
    
    
    
    Comprehensive (loss) income
    
    $
    (35,350
    )
    
    
    $
    18,489
  4




---



##### 



Dex Media West LLC
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)
 SuccessorCompany
    
    
    
    Predecessor CompanyEight Months
    
    
    
    One Month
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005Net revenue
    
    $
    235,970
    
    
    
    $
    78,803
    
    
    $
    704,587ExpensesOperating expenses
    
    
    182,680
    
    
    
    
    31,681
    
    
    
    264,644General and administrative expenses
    
    
    34,575
    
    
    
    
    6,162
    
    
    
    39,278Depreciation and amortization
    
    
    94,565
    
    
    
    
    14,661
    
    
    
    157,657Total expenses
    
    
    311,820
    
    
    
    
    52,504
    
    
    
    461,579Operating (loss) income
    
    
    (75,850
    )
    
    
    
    26,299
    
    
    
    243,008Interest expense, net
    
    
    131,666
    
    
    
    
    17,700
    
    
    
    155,096(Loss) income before income taxes
    
    
    (207,516
    )
    
    
    
    8,599
    
    
    
    87,912(Benefit) provision for income taxes
    
    
    (80,752
    )
    
    
    
    3,424
    
    
    
    34,345Net (loss) income
    
    $
    (126,764
    )
    
    
    $
    5,175
    
    
    $
    53,567Comprehensive (Loss) IncomeNet (loss) income
    
    $
    (126,764
    )
    
    
    $
    5,175
    
    
    $
    53,567Unrealized
loss on interest rate swaps, net of tax
    
    
    (3,096
    )
    
    
    
    
    
    
    
    Comprehensive (loss) income
    
    $
    (129,860
    )
    
    
    $
    5,175
    
    
    $
    53,567
  5




---



##### 



Dex Media West LLC
Consolidated Statements of Cash Flows (Unaudited)
 Successor Company
    
    
    
    Predecessor CompanyEight Months
    
    
    
    One Month
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005Cash Flows from Operating ActivitiesNet (loss) income
    
    $
    (126,764
    )
    
    
    $
    5,175
    
    
    $
    53,567Reconciliation of net (loss) income to net cash provided by operating activities:Depreciation and amortization
    
    
    94,565
    
    
    
    
    14,661
    
    
    
    157,657Deferred income taxes
    
    
    (80,752
    )
    
    
    
    3,424
    
    
    
    34,345Provision for bad debts
    
    
    8,312
    
    
    
    
    3,859
    
    
    
    21,792Stock-based compensation expense
    
    
    7,414
    
    
    
    
    1,587
    
    
    
    769Interest rate swap ineffectiveness
    
    
    593
    
    
    
    
    194
    
    
    
    (1,749
    )Amortization of debt fair value adjustment
    
    
    (10,176
    )
    
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    1,427
    
    
    
    
    1,141
    
    
    
    14,584Loss on disposition of assets
    
    
    
    
    
    
    
    
    
    
    
    28Changes in assets and liabilities:Decrease (increase) in accounts receivable
    
    
    13,175
    
    
    
    
    (1,966
    )
    
    
    (45,604
    )(Increase) decrease in other assets
    
    
    (51,974
    )
    
    
    
    2,132
    
    
    
    (16,935
    )(Decrease) increase in accounts payable and accrued liabilities
    
    
    (41,260
    )
    
    
    
    2,569
    
    
    
    (13,291
    )Increase in deferred directory revenue
    
    
    366,285
    
    
    
    
    110
    
    
    
    16,334Increase (decrease) in amounts due to affiliates
    
    
    14,038
    
    
    
    
    (253
    )
    
    
    (4,234
    )Increase in other non-current liabilities
    
    
    574
    
    
    
    
    87
    
    
    
    751Increase in amounts due to affiliate related to post-retirement and other
post-employment benefits
    
    
    3,515
    
    
    
    
    534
    
    
    
    5,011Net cash provided by operating activities
    
    
    198,972
    
    
    
    
    33,254
    
    
    
    223,025Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (8,508
    )
    
    
    
    (538
    )
    
    
    (14,843
    )Net cash used in investing activities
    
    
    (8,508
    )
    
    
    
    (538
    )
    
    
    (14,843
    )Cash Flows from Financing ActivitiesRevolver borrowings
    
    
    251,400
    
    
    
    
    
    
    
    
    112,500Revolver repayments
    
    
    (218,700
    )
    
    
    
    (5,000
    )
    
    
    (94,500
    )Additional debt borrowings
    
    
    444,193
    
    
    
    
    
    
    
    
    Debt repayments
    
    
    (417,897
    )
    
    
    
    
    
    
    
    (195,329
    )Premium paid on debt redemption
    
    
    (2,914
    )
    
    
    
    
    
    
    
    Payment of debt refinance costs
    
    
    (671
    )
    
    
    
    
    
    
    
    (2,153
    )Increase (decrease) in checks not yet presented for payment
    
    
    15
    
    
    
    
    (491
    )
    
    
    (1,553
    )Distributions to Owner
    
    
    (260,287
    )
    
    
    
    (10,186
    )
    
    
    (36,080
    )Net cash used in financing activities
    
    
    (204,861
    )
    
    
    
    (15,677
    )
    
    
    (217,115
    )(Decrease) increase in cash and cash equivalents
    
    
    (14,397
    )
    
    
    
    17,039
    
    
    
    (8,933
    )Cash and cash equivalents, beginning of period
    
    
    17,887
    
    
    
    
    848
    
    
    
    8,933Cash and cash equivalents, end of period
    
    $
    3,490
    
    
    
    $
    17,887
    
    
    $
    Cash paid:Interest
    
    $
    176,470
    
    
    
    $
    8,746
    
    
    $
    164,458
  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. (R)
 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
 10




---



##### 



Accounting for Stock Issued to Employees
   Three Months Ended
    
    Eight Months EndedSeptember 30, 2006
    

September 30, 2006As Reported
    
    Per APB No. 25
    
    As Reported
    
    Per APB No.25Total stock-based compensation expense (benefit)
    
    $
    3,318
    
    
    $
    (216
    )
    
    $
    7,414
    
    
    $
    (1,035
    )Net loss
    
    
    (27,199
    )
    
    
    (25,042
    )
    
    
    (126,764
    )
    
    
    (121,603
    )
   September 30, 2006Dividend yield
    
    
    0
    %Expected volatility
    
    
    24.85
    %Risk-free interest rate
    
    
    4.62
    %Expected life
    
    5 years
   11




---



##### 



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




---



##### 



Accounting for
Stock Based Compensation
 Predecessor Company
  13




---



##### 



WeightedWeighted
    
    
    
    
    
    AverageNumber of
    
    Average
    
    Aggregate
    
    RemainingNumber
    
    Shares
    
    Exercise
    
    Intrinsic
    
    ContractualOf Options
    
    Exercisable
    
    Price
    
    Value
    
    Life (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
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30,
    
    
    September 30,2005
    
    
    2005Net IncomeAs reported
    
    $
    18,489
    
    
    $
    53,567Add: Stock-based employee compensation
expense included in reported net
income, net of related tax effects
    
    
    155
    
    
    
    469Deduct: Stock-based employee
compensation expense determined under
minimum value or fair value based
method, as applicable, for all awards,
net of related tax effects
    
    
    (242
    )
    
    
    (738
    )Pro forma
    
    $
    18,402
    
    
    $
    53,298
 Estimates.
 14




---



##### 



New Accounting Pronouncements. Employers Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statements No. 87, 88, 106, and
132(R)
 Fair Value
Measurements
 Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements
 Accounting for Uncertainty in Income Taxes: An
Interpretation of FASB Statement No. 109
  3. RHD Merger
 Determination of the Measurement Date for the Market Price of Securities Issued in a
Purchase Business Combination.
  15




---



##### 



Business Combinations Goodwill
and Other Intangible Assets
   Three months ended September 30, 2006Balance at June 30, 2006
    
    $
    5,639Additions to reserve charged to goodwill
    
    
    447Payments
    
    
    (1,830
    )Balance at September 30, 2006
    
    $
    4,256Eight months ended September 30, 2006Balance at January 31, 2006
    
    $
    Additions to reserve charged to goodwill
    
    
    6,443Payments
    
    
    (2,187
    )Balance at September 30, 2006
    
    $
    4,256
   16




---



##### 



4. Intangible Assets and Goodwill
 Successor Company
  Successor CompanySeptember 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
    
    
    
    
    
    
    (2,667
    )
    
    
    (67,302
    )
    
    
    (12,444
    )
    
    
    (833
    )
    
    
    (83,246
    )Net intangible assets
    
    $
    495,000
    
    
    $
    117,333
    
    
    $
    4,172,698
    
    
    $
    267,556
    
    
    $
    14,167
    
    
    $
    5,066,754
     17




---



##### 



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
    
    
    
    CompanySeptember 30,
    
    
    
    December 31,2006
    
    
    
    2005Credit Facility
    
    $
    1,533,086
    
    
    
    $
    1,187,6618.5% Senior Notes, due 2010
    
    
    403,917
    
    
    
    
    385,0005.875% Senior Notes, due 2011
    
    
    8,788
    
    
    
    
    300,0009.875% Senior Subordinated Notes, due 2013
    
    
    833,724
    
    
    
    
    761,800Total
    
    
    2,779,515
    
    
    
    
    2,634,461Less: current portion
    
    
    166,941
    
    
    
    
    110,362Long-term debt
    
    $
    2,612,574
    
    
    
    $
    2,524,099
 Credit Facilities
  18




---



##### 



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




---



##### 



6. Benefit Plans
 Retirement Plans.
 Savings Plan.
 Other Postretirement Benefits.
 Employers Disclosures About Pension and
Other Postretirement Benefits (Revised 2003)
 Predecessor Company
    
    
    
    Successor CompanyThree Months
    
    
    
    Three MonthsEnded
    
    
    
    EndedSeptember 30,
    
    
    
    September 30,2006
    
    
    
    2005Pension
    
    
    Post-Retirement
    
    
    
    Pension
    
    
    Post-RetirementBenefit
    
    
    Benefits
    
    
    
    Benefit
    
    
    BenefitsService cost
    
    $
    1,176
    
    
    $
    329
    
    
    
    $
    1,339
    
    
    $
    328Interest cost
    
    
    1,576
    
    
    
    540
    
    
    
    
    1,622
    
    
    
    516Expected return on plan assets
    
    
    (1,681
    )
    
    
    
    
    
    
    
    (1,984
    )
    
    
    Unrecognized prior service costs
    
    
    
    
    
    
    
    
    
    
    
    (27
    )
    
    
    (54
    )Amortization of net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9Net periodic benefit cost
    
    $
    1,071
    
    
    $
    869
    
    
    
    $
    950
    
    
    $
    799
 Successor Company
    
    
    
    Predecessor CompanyEight Months
    
    
    
    One Month
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,2006
    
    
    
    2006
    
    
    2005Pension
    
    
    Post-Retirement
    
    
    
    Pension
    
    
    Post-Retirement
    
    
    Pension
    
    
    Post-RetirementBenefit
    
    
    Benefits
    
    
    
    Benefit
    
    
    Benefits
    
    
    Benefit
    
    
    BenefitsService cost
    
    $
    3,320
    
    
    $
    874
    
    
    
    $
    398
    
    
    $
    94
    
    
    $
    4,176
    
    
    $
    984Interest cost
    
    
    4,245
    
    
    
    1,443
    
    
    
    
    494
    
    
    
    173
    
    
    
    5,057
    
    
    
    1,549Expected return on plan assets
    
    
    (4,161
    )
    
    
    
    
    
    
    
    (594
    )
    
    
    
    
    
    
    (6,306
    )
    
    
    Unrecognized prior service costs
    
    
    
    
    
    
    4
    
    
    
    
    (9
    )
    
    
    (22
    )
    
    
    (81
    )
    
    
    (162
    )Amortization of net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27Net periodic benefit cost
    
    $
    3,404
    
    
    $
    2,321
    
    
    
    $
    289
    
    
    $
    245
    
    
    $
    2,846
    
    
    $
    2,398
  Employers Accounting for Settlements and Curtailments of Defined Benefit Plans and for
Termination Benefits
 20




---



##### 



7. Business Segments
  8. Commitments and Contingencies
 Litigation.
   Collective Bargaining Agreements.
 9. Related Party Transactions
  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
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R)
 Fair Value Measurements
 Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements
 Accounting for Uncertainty in Income Taxes: An
Interpretation of FASB Statement No. 109
  23




---



##### 



Factors Affecting Comparability
  RESULTS OF OPERATIONS, INCLUDING COMBINED RESULTS
 In addition to the GAAP presentation of results for the eight months ended September 30, 2006, the
one month ended January 31, 2006 and the nine months ended September 30, 2005, we have provided the
following combined results of Dex Media West for the nine months ended September 30, 2006 because
we believe that such financial information is important to gain an understanding of the impact of
the RHD Merger on Dex Media Wests underlying historical performance and future financial results.
The financial information for the combined nine months ended September 30, 2006 includes the
financial information of the Predecessor Company for the one month ended January 31, 2006 and of
the Successor Company for the eight months ended September 30, 2006. Although we have provided
these combined results in order to provide a more meaningful discussion of the periods presented,
the results of periods presented are not strictly comparable due to the change in basis of assets
and accounting policies that resulted from the RHD Merger.
 Combined nine months ended September 30, 2006 and the nine months ended September 30, 2005
 Net Revenue
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyEight Months
    
    
    
    One Month
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,
    
    
    September 30,2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Net directory advertising revenue
    
    $
    227,704
    
    
    
    $
    77,194
    
    
    $
    304,898
    
    
    $
    695,408
    
    
    $
    (390,510
    )Other revenue
    
    
    8,266
    
    
    
    
    1,609
    
    
    
    9,875
    
    
    
    9,179
    
    
    
    696Total
    
    $
    235,970
    
    
    
    $
    78,803
    
    
    $
    314,773
    
    
    $
    704,587
    
    
    $
    (389,814
    )
 24




---



##### 



25




---



##### 



Expenses
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyEight Months
    
    
    
    One Month
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,
    
    
    September 30,2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Operating expenses
    
    $
    182,680
    
    
    
    $
    31,681
    
    
    $
    214,361
    
    
    $
    264,644
    
    
    $
    (50,283
    )G&A expenses
    
    
    34,575
    
    
    
    
    6,162
    
    
    
    40,737
    
    
    
    39,278
    
    
    
    1,459D&A expenses
    
    
    94,565
    
    
    
    
    14,661
    
    
    
    109,226
    
    
    
    157,657
    
    
    
    (48,431
    )Total
    
    $
    311,820
    
    
    
    $
    52,504
    
    
    $
    364,324
    
    
    $
    461,579
    
    
    $
    (97,255
    )
  Operating Expenses
 TM
 General and Administrative Expenses
 Share-Based Payment
 26




---



##### 



Depreciation and Amortization Expenses
  Operating (Loss) Income
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyEight Months
    
    
    
    One Month
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember 30,
    
    
    
    January 31,
    
    
    September 30,
    
    
    September 30,2006
    


    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Total
    
    $
    (75,850
    )
    
    
    $
    26,299
    
    
    $
    (49,551
    )
    
    $
    243,008
    
    
    $
    (292,559
    )
   Interest Expense, Net
  Income Taxes
  Item 3. Quantitative and Qualitative Disclosures About Market Risk
  27




---



##### 



Item 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures.
 (b) Changes in Internal Control Over Financial Reporting.
 PART II.
 OTHER INFORMATION
 Item 1. Legal Proceedings
    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  28




---



##### 



Item 5. Other Information
  29




---



##### 



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).3.1+
    
    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.
 30




---



##### 



ExhibitNumber
    
    Document10.4+
    
    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,
2002.10.9+
    
    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
    
    Separation Agreement and Release, dated as of May 5, 2006, by and between R.H. Donnelley Corporation and
George A. Burnett (incorporated by reference to Exhibit 10.32 to R.H. Donnelley Corporations Quarterly
Report on Form 10Q, filed with the Securities and Exchange Commission November 8, 2006, Commission File
No. 001-07155).10.15+*
    
    Employment Agreement, effective as of January 2, 2003, by and between Robert M. Neumeister, Jr. and Dex
Media, Inc.10.16+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Marilyn B. Neal and Dex Media, Inc.10.17+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Maggie Le Beau and Dex Media, Inc.10.18+*
    
    Employment Agreement, effective as of January 2, 2003, by and between Linda Martin and Dex Media, Inc.10.19+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Kristine Shaw and Dex Media, Inc.10.20+*
    
    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.10.21+*
    
    Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002.10.22+*
    
    First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003.10.23+*
    
    Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003.10.24+
    
    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, 2003.10.25+
    
    Shared Services Agreement, by and among Dex Media, Inc., Dex Media East LLC, Dex Media West LLC, and any
direct
 31




---



##### 



ExhibitNumber
    
    Documentor indirect subsidiary of Dex Media that becomes a party thereto, effective as of December 31,
2003.10.26+
    
    Intercompany License Agreement, by and among Dex Media, Inc., Dex Media East LLC and Dex Media West LLC,
effective as of September 9, 2003.10.27
    
    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).10.28++
    
    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.10.29*
    
    Dex Media, Inc. 2004 Incentive Award Plan (incorporated by reference to Dex Media Inc.s Registration
Statement on Form S-8 (File No. 333-120631), filed on November 19, 2004).10.30*
    
    Dex Media, Inc. Senior Executive Incentive Bonus Plan (incorporated by reference to Dex Media Inc.s
Current Report on Form 8-K dated February 17, 2005, File No. 001-32249).10.31*
    
    Form of Restricted Stock Agreement pursuant to the 2004 Incentive Award Plan of Dex Media, Inc.
(incorporated by reference to Dex Media, Inc.s Current Report on Form 8-K dated March 4, 2005, File No.
001-32249).10.32
    
    Master Agreement for Printing Services dated as of March 31, 2005, by and between Dex Media, Inc., on
behalf of itself and it subsidiaries Dex Media East LLC and Dex Media West LLC, and Quebecor World (USA)
Inc. (incorporated by reference to Exhibit 10.3 to Dex Media, Inc.s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2005, Commission File No. 1-32249).10.33*
    
    Dex Media, Inc. Deferred Compensation Plan (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.34*
    
    Dex Media, Inc. Corporate Aircraft Policy (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.35*
    
    Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.36*
    
    Dex Media, Inc. 2005 Bonus Plan Targets (incorporated by reference to Dex Media Inc.s Current Report on
Form 8-K dated May 17, 2005)10.37
    
    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).10.38*
    
    Retirement and General Release Agreement dated October 5, 2005, by and between Dex Media, Inc. and Robert
M. Neumeister, Jr. (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated
October 2, 2005).10.39*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and George Burnett (incorporated
by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18, 2005).10.40*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and Marilyn Neal (incorporated by
reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18, 2005).
 32




---



##### 



ExhibitNumber
    
    Document10.41*
    
    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).10.47*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Robert M. Neumeister, Jr.
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.48*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Marilyn B. Neal
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.49
    
    Amended and Restated Credit Agreement, dated January 31, 2006, by and among Dex Media, Inc. (f/k/a
Forward Acquisition Corp.), Dex Media 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 September 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 September 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 September 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.
 33




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##### 



+
    
    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. 34




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##### 



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

/s/
Jeffrey A. SmithJeffrey A. SmithVice President and
Controller
(Principal Accounting Officer)  35




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##### 



Exhibit Index
 Exhibit 31.1+++
    
    Certification of Quarterly Report on Form 10-Q for the
period ended September 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 September 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 September 30, 2006 under Section 906 of the
Sarbanes Oxley Act by David C. Swanson, Chairman and Chief
Executive Officer, and Steven M. Blondy, Executive Vice
President and Chief Financial Officer, of Dex Media West
LLC.
 
 +++
    
    Filed herewith. 36