##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 Annual Report Pursuant
to Sections 13 or 15(d) of the Securities Exchange Act of 1934
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year endedDecember 31, 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 333-131626
 DEX MEDIA, INC.
  Delaware
    
    20-4059762(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code (919) 297-1600
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 þ o
 þ o
 o
  o o þ
 o þ
  THE REGISTRANT IS A WHOLLY-OWNED SUBSIDIARY OF R.H. DONNELLEY CORPORATION. THE REGISTRANT MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE
FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
 DOCUMENTS INCORPORATED BY REFERENCE
None




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TABLE OF CONTENTS
 PART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    11Item 1B.
    
    Unresolved Staff Comments
    
    
    20Item 2.
    
    Properties
    
    
    20Item 3.
    
    Legal Proceedings
    
    
    21Item 4.*
    
    Submission of Matters to a Vote of Security Holders
    
    
    21PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    21Item 6.**
    
    Selected Financial Data
    
    
    21Item 7.***
    
    Managements Narrative Analysis of Results of Operations
    
    
    22Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 8.
    
    Financial Statements and Supplementary Data
    
    
    30Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
    
    
    67Item 9A.
    
    Controls and Procedures
    
    
    67Item 9B.
    
    Other Information
    
    
    67PART IIIItem 10.*
    
    Directors, Executive Officers and Corporate Governance
    
    
    67Item 11.*
    
    Executive Compensation
    
    
    67Item 12.*
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    67Item 13.*
    
    Certain Relationships and Related Transactions and Director Independence
    
    
    67Item 14.
    
    Principal Accountant Fees and Services
    
    
    67PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    68Signatures
    
    
    
    
    74
  
 *
    
    Omitted pursuant to General Instructions I(2)(c) of Form 10-K.**
    
    Omitted pursuant to General Instructions I(2)(a) of Form 10-K.***
    
    Pursuant to General Instructions I(2)(a) of Form 10-K: (i) the
information called for by Item 7, 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. 2




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PART I
 
 ITEM 1. BUSINESS.
 General
 www.rhd.com www.sec.gov
  Corporate Overview
   ® ® ® ®
   3




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Significant Business Developments
     Historical Overview
  Segment Reporting
  Products and Services
  4




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Print Products
    Yellow Pages
   Listing options
 In-column advertising options
 Display advertising options
 White Pages
   5




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Specialty/Awareness Products
  Tabs
 Cover Items
 Tip-ons
 Blow-in Cards
 Ink Jet Edge
 Front of Book Banners
 Delivery bags
 Ride-alongs
 Online Products and Services
      6




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Business Cycle Overview
  Sales
    Premise sales representatives
 Telephone sales representatives
 Locally centralized sales
   7




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Marketing
   Publishing and Information Services
 ®
 Printing and Distribution
    Credit Collections and Bad Debt Expense
   8




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Competition
       9




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Raw Materials
  Agreements Between Us, Dex Media East and/or Dex Media West and Qwest
  
    
    Publishing Agreement.Pursuant to a publishing agreement, Qwest granted us the right to
be the exclusive official directory publisher of listings and classified advertisements of
Qwests telephone customers in the geographic areas in the Dex States in which Qwest
provides local telephone service. This agreement granted us the right to identify ourselves
(including on our websites) as Qwests exclusive official directory publisher for its
legally required directories, as well as certain other directories in Qwests service areas
in the Dex States. This agreement will remain in effect for 50 years from November 8, 2002
and will automatically renew for additional one year terms unless either Qwest or we provide
12 months notice of termination.
    
    Non-Competition and Non-Solicitation Agreement.Under a non-competition and
non-solicitation agreement, Qwest agreed, for a period of 40 years after November 8, 2002,
not to sell directory products consisting principally of listings and classified
advertisements for subscribers in the geographic areas in the Dex States in which Qwest
provides local telephone service directed primarily at customers in those geographic areas.
The non-solicitation provisions contained in this agreement have expired.
    
    Billing and Collection Services Agreement.Pursuant to a billing and collection services
agreement (which was renewed effective November 1, 2004), Qwest will continue until
December 31, 2008 to bill and collect, on our behalf, amounts owed with respect to our
directory services by our accounts that are also Qwest local telephone customers. In 2006,
Qwest billed approximately 26% of our local revenue on our behalf, and we billed the
remaining 74% directly. Qwest bills the account on the same billing statement on which it
bills the customer for local telephone service. We have developed and continue to maintain
the ability to transition from the Qwest billing and collection system to our own billing
and collection system, for those accounts billed by Qwest, within approximately two weeks
should we choose to do so.
    
    Advertising Agreement.Pursuant to an advertising agreement, Qwest agreed to purchase an
aggregate of $20 million of advertising per year through 2017 from Dex Media East and/or Dex
Media West. In the event
 10




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that Qwest purchases more than $20 million of advertising from Dex Media East and/or Dex Media
West in any one year, up to $5 million of the excess will be carried over to the subsequent
years minimum advertising purchase requirement. The pricing will be on terms at least as
favorable as those offered to similar large customers.
    
    Master Telecommunications Commitment Agreement.Under a master telecommunications
commitment agreement, we must purchase from Qwest and its affiliates, on an exclusive basis,
those telecommunications services and products that we use from time to time. Our obligation
to purchase such telecommunications services from Qwest is subject to Qwests ability to
offer pricing and service terms that are not, in the aggregate, materially less favorable
than the terms generally available in the market to us from other telecommunications
services providers that are nationally or regionally recognized as being highly reputable.
Furthermore, Qwest is required to offer the telecommunications services to us on terms and
conditions that are no less favorable than the terms and conditions that Qwest provides
similar services, at similar volumes and for similar time periods, to other customers in the
applicable service area. The term of the master telecommunications commitment agreement
extends until November 8, 2017.
  Intellectual Property
     Employees
  11




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ITEM 1A. RISK FACTORS
 Forward-Looking Information
   1) Our ability to meet substantial debt service obligations
   
    
    our ability to obtain additional financing in excess of the borrowing capacity under the
revolving portions of the various credit facilities of our subsidiaries on satisfactory
terms to fund working capital requirements, capital expenditures, acquisitions,
investments, debt service requirements and other general corporate requirements is limited;
    
    we are more vulnerable to general economic downturns, competition and industry
conditions, which could place us at a competitive disadvantage compared to our competitors
that may be less leveraged;
    
    we face increased exposure to rising interest rates as a portion of our debt is at
variable interest rates;
    
    we have reduced availability of cash flow to fund working capital requirements, capital
expenditures, acquisitions or other strategic initiatives, investments and other general
corporate requirements because a substantial portion of our cash flow will be needed to
service our debt obligations;
    
    we have limited flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate;
    
    the agreements governing our debt substantially limit our ability to access the cash
flow and value of our subsidiaries and, therefore, to make payments on our notes and the
notes of our subsidiaries;
    
    our ability to borrow additional funds or refinance existing indebtedness may be
limited; and
    
    there could be a material adverse effect on our business and financial condition if we
were unable to service our debt or obtain additional financing, as needed.
  12




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2) Restrictive covenants under our debt agreements
  
    
    incur additional debt;
    
    pay dividends on our subsidiaries equity interests, repurchase their equity interests
or make other payments to RHD, which could adversely affect the ability of Dex Media to
satisfy its obligations under its notes;
    
    make certain investments;
    
    enter into certain types of transactions with affiliates;
    
    expand into unrelated businesses;
    
    use assets as security in other transactions; and
    
    sell certain assets or merge with or into other companies.
   3) Competition
     13




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4) Usage of printed yellow pages directories and changes in technology
   14




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##### 




    
    impair our ability to maintain or increase our advertising prices;
    
    cause businesses that purchase advertising in our yellow pages directories to reduce or
discontinue those purchases; and
    
    discourage businesses that do not purchase advertising in our yellow pages directories
from doing so.
   5) Information technology modernization effort and related IT matters
    6) Impact of bankruptcy proceedings against Qwest during the term of the respective commercial
arrangements
  15




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
    
    Qwest, or a trustee acting on its behalf, could seek to reject our agreements with it as
executory contracts under U.S. bankruptcy law, thus allowing it to avoid its
obligations under such contracts. Loss of substantial rights under these agreements could
effectively require us to operate our business as an independent directory business, which
could have a material adverse effect on us.
    
    Qwest, or a trustee acting on its behalf, could seek to sell certain of its assets,
including the assets relating to its local telephone business, to third parties pursuant to
the approval of the bankruptcy court. In such case, the purchaser of any such assets might
be able to avoid, among other things, our rights under the publishing agreement, trademark
license agreement and non-competition agreement with Qwest.
    
    We may have difficulties obtaining the funds collected by Qwest on our behalf pursuant
to the billing and collection service agreements at the time such proceeding is instituted,
although pursuant to such agreements, Qwest prepares settlement statements ten times per
month for each state in the Dex States summarizing the amounts due to Dex Media East and
Dex Media West and purchases Dex Media Easts and Dex Media Wests accounts receivable
billed by it within approximately nine business days following such settlement date.
Further, if Qwest continued to bill our customers pursuant to the billing and collection
services agreement following any such bankruptcy filing, customers of Qwest may be less
likely to pay on time, or at all, bills received, including the amount owed to us.
  7) The inability to enforce any of our key agreements with Qwest
   
    
    to the extent it is necessary to protect a legitimate business interest of the party seeking enforcement;
    
    if it does not unreasonably restrain the party against whom enforcement is sought; and
    
    if it is not contrary to the public interest.
  16




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8) Future changes in directory publishing obligations in Qwest markets and other regulatory matters
     9) Reliance on, and extension of credit to, small and medium-sized businesses
  17




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##### 



10) Dependence on third-party providers of printing, distribution and delivery, and IT services
      11) Fluctuations in the price and availability of paper
   12) The sale of advertising to national accounts is coordinated by third parties that we do not
control
  18




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13) General economic factors
   
    
    the general possibility, express threat or future occurrence of terrorist or other related disruptive events; or
    
    the United States continuing or expanded involvement in war especially with respect to the major markets in which we
operate that depend heavily upon travel, tourism or the military.
 14) Work stoppages among our sales force
  15) Turnover among our sales force or key management
   16) The loss of important intellectual property rights
  19




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17) Recognition of impairment charges for our intangible assets or goodwill
 Accounting for the
Impairment or Disposal of Long-lived Assets Goodwill and Other Intangible Assets
 18) Legal Proceedings
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  ApproximateSquare
    
    
    
    LeaseProperty Location
    
    Footage
    
    Purpose
    
    ExpirationAurora, CO
    
    200,000
    
    Sales and Operations
    
    2008Englewood, CO
    
    161,000
    
    Sales and Administration
    
    2008Cary, NC
    
    122,000
    
    Corporate Headquarters
    
    2008 - 2015Omaha, NE
    
    103,000
    
    Sales and Operations
    
    2010Maple Grove, MN
    
    71,000
    
    Sales and Operations
    
    2007Morrisville, NC
    
    55,000
    
    Pre-Press Publishing
    
    2011Overland Park, KS
    
    52,000
    
    Sales and Operations
    
    2009Phoenix, AZ
    
    49,000
    
    Sales and Operations
    
    2007Beaverton, OR
    
    44,000
    
    Sales and Operations
    
    2016Bellevue, WA
    
    42,000
    
    Sales and Operations
    
    2008Bristol, TN
    
    25,000
    
    Graphics Operations
    
    OwnedMurray, UT
    
    25,000
    
    Sales and Operations
    
    2009
   20




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##### 



ITEM 3. LEGAL PROCEEDINGS
    
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
 ITEM 6. SELECTED FINANCIAL DATA
  21




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##### 



ITEM 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
   Corporate Overview
   ® ® ® ®
    22




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##### 



Significant Business Developments
   Forward-Looking Information
  Segment Reporting
  23




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##### 



New Accounting Pronouncements
 The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115
 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 Accounting for Income Taxes
  RESULTS OF OPERATIONS, INCLUDING COMBINED RESULTS
 In addition to the GAAP presentation of our results for the eleven months ended December 31, 2006,
the one month ended January 31, 2006 and the year ended December 31, 2005, we have provided the
following combined results of Dex Media for the year ended December 31, 2006 because we believe
that such financial information is important to gain an understanding of the impact of the RHD
Merger on Dex Medias underlying historical performance and future financial results. The financial
information for the combined year ended December 31, 2006 includes the financial information of the
Predecessor Company for the one month ended January 31, 2006 and of the Successor Company for the
eleven months ended December 31, 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.
 24




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##### 



Combined Year Ended December 31, 2006 compared to Year Ended December 31, 2005
 Factors Affecting Comparability
  SFAS No. 123 (R)
  Net Revenue
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    
    
    
    
    CompanyEleven Months
    
    
    
    One Month
    
    
    Combined
    
    
    YearEnded
    
    
    
    Ended
    
    
    Year Ended
    
    
    EndedDecember 31,
    
    
    
    January 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Net directory advertising revenue
    
    $
    834,200
    
    
    
    $
    136,624
    
    
    $
    970,824
    
    
    $
    1,630,248
    
    
    $
    (659,424
    )Other revenue
    
    
    23,015
    
    
    
    
    3,271
    
    
    
    26,286
    
    
    
    27,987
    
    
    
    (1,701
    )Total Net Revenue
    
    $
    857,215
    
    
    
    $
    139,895
    
    
    $
    997,110
    
    
    $
    1,658,235
    
    
    $
    (661,125
    )
    25




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Expenses
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyEleven Months
    
    
    
    One Month
    
    
    Year
    
    
    YearEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    
    January 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Cost of revenue
    
    $
    565,635
    
    
    
    $
    60,245
    
    
    $
    625,880
    
    
    $
    665,541
    
    
    $
    (39,661
    )General and administrative expenses
    
    
    72,888
    
    
    
    
    33,518
    
    
    
    106,406
    
    
    
    90,162
    
    
    
    16,244Depreciation and amortization expenses
    
    
    230,609
    
    
    
    
    26,810
    
    
    
    257,419
    
    
    
    377,231
    
    
    
    (119,812
    )Total
    
    $
    869,132
    
    
    
    $
    120,573
    
    
    $
    989,705
    
    
    $
    1,132,934
    
    
    $
    (143,229
    )
  Cost of Revenue
 Share-Based Payment
 26




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##### 



TM
 General and Administrative Expenses
 Share-Based Payment
 Depreciation and Amortization Expenses
  Operating (Loss) Income
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyEleven Months
    
    
    
    One Month
    
    
    Year
    
    
    YearEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    
    January 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Total
    
    $
    (11,917
    )
    
    
    $
    19,322
    
    
    $
    7,405
    
    
    $
    525,301
    
    
    $
    (517,896
    )
   Interest Expense, Net
  27




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##### 



Income Taxes
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk and Risk Management
  Effective Dates
    
    Notional Amount
    
    
    Pay Rates
    
    Maturity Dates(amounts in millions)May 8, 2003
    
    $
    125
    (2), (5), (6)
    
    3.638% - 4.085%
    
    November 8, 2007 - May 8, 2008February 14, 2006
    
    
    350
    (3), (7)
    
    4.925% - 4.9435%
    
    February 14, 2008 - February 17, 2009February 28, 2006
    
    
    50
    (1), (7)
    
    4.93275%
    
    August 28, 2008March 10, 2006
    
    
    150
    (2), (7)
    
    5.010%
    
    March 10, 2008May 25, 2006
    
    
    100
    (1), (7)
    
    5.326%
    
    May 25, 2009May 26, 2006
    
    
    200
    (2), (7)
    
    5.2725% -5.275%
    
    May 26, 2009June 12, 2006
    
    
    400
    (4), (8)
    
    5.27% - 5.295%
    
    June 12, 2008 - June 12, 2009Total
    
    $
    1,375
 
 (1)
    
    Consists of one swap(2)
    
    Consists of two swaps(3)
    
    Consists of four swaps(4)
    
    Consists of five swaps(5)
    
    Swaps have not been designated as cash flow hedges(6)
    
    Dex Media East swaps(7)
    
    Dex Media West swaps(8)
    
    Dex Media East swaps $250 and Dex Media West swaps $150  28




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Market Risk Sensitive Instruments
 Accounting for Derivative
Instruments and Hedging Activities Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an Amendment of FAS 133 Amendment of
Statement 133 on Derivative Instruments and Hedging Activities,
  29




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##### 



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 INDEX TO FINANCIAL STATEMENTS
 PageDex Media, Inc.Report of Independent Registered Public Accounting Firm
    
    F-2Consolidated Balance Sheets at December 31, 2006 (Successor Company) and 2005 (Predecessor Company)
    
    F-3Consolidated Statements of Operations and Comprehensive (Loss) Income for the eleven months ended
December 31, 2006 (Successor Company), the one month ended January 31, 2006, and the years ended
December 31, 2005 and 2004 (Predecessor Company)
    
    F-4Consolidated Statements of Cash Flows for the eleven months ended December 31, 2006 (Successor
Company), the one month ended January 31, 2006, and the years ended December 31, 2005 and 2004
(Predecessor Company)
    
    F-5Consolidated Statements of Changes in Shareholders (Shareholders) Equity for the eleven months
ended December 31, 2006 (Successor Company), the one month ended January 31, 2006, and the years
ended December 31, 2005 and 2004 (Predecessor Company)
    
    F-6Notes to Consolidated Financial Statements
    
    F-7
 F-1




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##### 



Report of Independent Registered Public Accounting Firm
 
    Share-Based Payment Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88,
106, and 132(R)
 
 F-2




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DEX MEDIA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 Successor Company
    
    
    
    Predecessor Company(in thousands, except share data)
    
    December 31, 2006
    
    
    
    December 31, 2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    28,589
    
    
    
    $
    1,808Accounts receivableBilled
    
    
    127,459
    
    
    
    
    144,405Unbilled
    
    
    495,817
    
    
    
    
    13,650Allowance for doubtful accounts and sales claims
    
    
    (17,476
    )
    
    
    
    (23,239
    )Net accounts receivable
    
    
    605,800
    
    
    
    
    134,816Deferred directory costs
    
    
    144,619
    
    
    
    
    266,039Current deferred income taxes, net
    
    
    18,754
    
    
    
    
    21,592Prepaid expenses and other current assets
    
    
    57,322
    
    
    
    
    35,859Total current assets
    
    
    855,084
    
    
    
    
    460,114Fixed assets and computer software, net
    
    
    64,007
    
    
    
    
    106,926Deferred income taxes, net
    
    
    
    
    
    
    
    43,444Other non-current assets
    
    
    19,231
    
    
    
    
    118,136Intangible assets, net
    
    
    8,715,655
    
    
    
    
    2,687,957Goodwill
    
    
    2,514,139
    
    
    
    
    3,081,446Total Assets
    
    $
    12,168,116
    
    
    
    $
    6,498,023Liabilities and Shareholders (Shareholders) EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    87,953
    
    
    
    $
    123,762Due to parent, net
    
    
    10,341
    
    
    
    
    Accrued interest
    
    
    76,498
    
    
    
    
    73,228Deferred directory revenue
    
    
    758,587
    
    
    
    
    221,448Current portion of long-term debt
    
    
    270,431
    
    
    
    
    239,652Total current liabilities
    
    
    1,203,810
    
    
    
    
    658,090Long-term debt
    
    
    5,126,379
    
    
    
    
    5,053,088Deferred income taxes, net
    
    
    1,994,636
    
    
    
    
    Other non-current liabilities
    
    
    124,111
    
    
    
    
    95,905Total liabilities
    
    
    8,448,936
    
    
    
    
    5,807,083Commitments and contingenciesShareholders (Shareholders) EquityPreferred stock, par value $.01 per share, none authorized,
issued or outstanding at December 31, 2006, 250 million shares
authorized, of which 200,000 shares were designated as Series A
Junior Participating Preferred Stock, none issued and
outstanding at December 31, 2005
    
    
    
    
    
    
    
    Common stock, par value $.01 per share, 1,000 shares
authorized, issued and outstanding at December 31, 2006; 700
million shares authorized and 150,689,740 shares issued and
outstanding at December 31, 2005
    
    
    
    
    
    
    
    1,507Additional paid-in capital
    
    
    3,959,125
    
    
    
    
    795,253Accumulated deficit
    
    
    (240,665
    )
    
    
    
    (107,133
    )Accumulated other comprehensive income
    
    
    720
    
    
    
    
    1,313Total Shareholders (Shareholders) equity
    
    
    3,719,180
    
    
    
    
    690,940Total Liabilities and Shareholders (Shareholders) Equity
    
    $
    12,168,116
    
    
    
    $
    6,498,023
  F-3




---



##### 



DEX MEDIA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
 SuccessorCompany
    
    
    
    Predecessor CompanyEleven Months
    
    
    
    One Month
    
    
    Year
    
    
    YearEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    
    January 31,
    
    
    December 31,
    
    
    December 31,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005
    
    
    2004Net revenue
    
    $
    857,215
    
    
    
    $
    139,895
    
    
    $
    1,658,235
    
    
    $
    1,602,719ExpensesCost of revenue (exclusive of
depreciation and amortization shown
separately below)
    
    
    565,635
    
    
    
    
    60,245
    
    
    
    665,541
    
    
    
    657,813General and administrative expenses
    
    
    72,888
    
    
    
    
    33,518
    
    
    
    90,162
    
    
    
    79,129Depreciation and amortization
    
    
    230,609
    
    
    
    
    26,810
    
    
    
    377,231
    
    
    
    443,222Total expenses
    
    
    869,132
    
    
    
    
    120,573
    
    
    
    1,132,934
    
    
    
    1,180,164Operating (loss) income
    
    
    (11,917
    )
    
    
    
    19,322
    
    
    
    525,301
    
    
    
    422,555Interest expense, net
    
    
    375,892
    
    
    
    
    37,494
    
    
    
    445,742
    
    
    
    504,804(Loss) income before income taxes
    
    
    (387,809
    )
    
    
    
    (18,172
    )
    
    
    79,559
    
    
    
    (82,248
    )(Benefit) provision for income taxes
    
    
    (147,144
    )
    
    
    
    1,872
    
    
    
    32,776
    
    
    
    (31,472
    )Net (loss) income
    
    $
    (240,665
    )
    
    
    $
    (20,044
    )
    
    $
    46,783
    
    
    $
    (50,776
    )Comprehensive (Loss) IncomeNet (loss) income
    
    $
    (240,665
    )
    
    
    $
    (20,044
    )
    
    $
    46,783
    
    
    $
    (50,776
    )Unrealized (loss) gain on interest
rate swaps, net of tax (benefit)
provision of $(1,952), $57, $1,338,
$2,104 for the eleven months ended
December 31, 2006, the one month
ended January 31, 2006, and the
years ended December 31, 2005 and
2004, respectively
    
    
    (3,065
    )
    
    
    
    90
    
    
    
    2,101
    
    
    
    3,238Comprehensive (loss) income
    
    $
    (243,730
    )
    
    
    $
    (19,954
    )
    
    $
    48,884
    
    
    $
    (47,538
    )
  F-4




---



##### 



DEX MEDIA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Successor Company
    
    
    
    Predecessor CompanyEleven Months
    
    
    
    One Month
    
    
    Year
    
    
    YearEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedDecember 31,
    
    
    
    January 31,
    
    
    December 31,
    
    
    December 31,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005
    
    
    2004Cash Flows from Operating ActivitiesNet (loss) income
    
    $
    (240,665
    )
    
    
    $
    (20,044
    )
    
    $
    46,783
    
    
    $
    (50,776
    )Reconciliation of net (loss) income to net cash provided by operating
activities:Depreciation and amortization
    
    
    230,609
    
    
    
    
    26,810
    
    
    
    377,231
    
    
    
    443,222Deferred income tax (benefit) provision
    
    
    (147,144
    )
    
    
    
    1,872
    
    
    
    32,766
    
    
    
    (31,472
    )Provision for bad debts
    
    
    33,479
    
    
    
    
    8,288
    
    
    
    61,288
    
    
    
    50,120Stock-based compensation expense
    
    
    17,507
    
    
    
    
    3,872
    
    
    
    13,755
    
    
    
    1,301Interest rate swap ineffectiveness
    
    
    550
    
    
    
    
    194
    
    
    
    (1,419
    )
    
    
    136Amortization of deferred financing costs
    
    
    2,287
    
    
    
    
    2,259
    
    
    
    36,957
    
    
    
    63,479Amortization of debt fair value adjustment
    
    
    (26,355
    )
    
    
    
    
    
    
    
    
    
    
    
    Accretion on discount notes
    
    
    48,435
    
    
    
    
    4,229
    
    
    
    48,484
    
    
    
    42,251Loss on disposal of assets
    
    
    
    
    
    
    
    
    
    
    
    196
    
    
    
    31Changes in assets and liabilities:Increase in accounts receivable
    
    
    (45,773
    )
    
    
    
    (202
    )
    
    
    (80,357
    )
    
    
    (30,985
    )(Increase) decrease in other assets
    
    
    (27,656
    )
    
    
    
    4,275
    
    
    
    2,197
    
    
    
    (20,362
    )(Decrease) increase in accounts payable and accrued liabilities
    
    
    (59,123
    )
    
    
    
    11,448
    
    
    
    7,256
    
    
    
    (25,055
    )Decrease in amounts due to parent
    
    
    (13,574
    )
    
    
    
    
    
    
    
    
    
    
    
    Increase (decrease) in deferred directory revenue
    
    
    653,966
    
    
    
    
    (3,160
    )
    
    
    13,793
    
    
    
    39,347Increase in other non-current liabilities
    
    
    4,631
    
    
    
    
    1,101
    
    
    
    14,482
    
    
    
    11,127Net cash provided by operating activities
    
    
    431,174
    
    
    
    
    40,942
    
    
    
    573,412
    
    
    
    492,364Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (24,931
    )
    
    
    
    (1,144
    )
    
    
    (37,180
    )
    
    
    (54,591
    )Acquisition of Dex West, net of cash received
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,871Net cash used in investing activities
    
    
    (24,931
    )
    
    
    
    (1,144
    )
    
    
    (37,180
    )
    
    
    (46,720
    )Cash Flows from Financing ActivitiesRevolver borrowings
    
    
    567,600
    
    
    
    
    
    
    
    
    288,000
    
    
    
    61,000Revolver repayments
    
    
    (552,100
    )
    
    
    
    (10,000
    )
    
    
    (266,000
    )
    
    
    (61,000
    )Proceeds from the issuance of preferred and common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    375,318Redemption of preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (125,684
    )Proceeds from the issuance of debt
    
    
    444,193
    
    
    
    
    
    
    
    
    
    
    
    
    550,476Debt and Credit Facility repayments
    
    
    (594,228
    )
    
    
    
    
    
    
    
    (505,125
    )
    
    
    (962,532
    )Premium paid on debt redemption
    
    
    (2,914
    )
    
    
    
    
    
    
    
    
    
    
    
    Increase (decrease) in checks not yet presented for payment
    
    
    6,812
    
    
    
    
    (1,224
    )
    
    
    (4,058
    )
    
    
    (939
    )Proceeds from employee stock option exercises
    
    
    
    
    
    
    
    2,912
    
    
    
    1,460
    
    
    
    4,426Payment of common stock offering costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,214
    )Payment of debt refinance costs
    
    
    (1,012
    )
    
    
    
    
    
    
    
    (3,808
    )
    
    
    (10,359
    )Contribution by parent
    
    
    22,000
    
    
    
    
    
    
    
    
    
    
    
    
    Distributions to parent
    
    
    (287,745
    )
    
    
    
    
    
    
    
    
    
    
    
    Common stock dividends paid
    
    
    
    
    
    
    
    (13,554
    )
    
    
    (54,127
    )
    
    
    (248,148
    )Net cash used in financing activities
    
    
    (397,394
    )
    
    
    
    (21,866
    )
    
    
    (543,658
    )
    
    
    (443,826
    )Increase (decrease) in cash and cash equivalents
    
    
    8,849
    
    
    
    
    17,932
    
    
    
    (7,426
    )
    
    
    1,818Cash and cash equivalents, beginning of period
    
    
    19,740
    
    
    
    
    1,808
    
    
    
    9,234
    
    
    
    7,416Cash and cash equivalents, end of period
    
    $
    28,589
    
    
    
    $
    19,740
    
    
    $
    1,808
    
    
    $
    9,234Supplemental Information:Cash interest paid
    
    $
    370,398
    
    
    
    $
    15,126
    
    
    $
    355,483
    
    
    $
    411,236
  F-5




---



##### 



DEX MEDIA INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS (SHAREHOLDERS) EQUITY
 Accumulated
    
    TotalAdditional
    
    
    
    
    
    Other
    
    ShareholdersPaid in
    
    Accumulated
    
    Comprehensive
    
    (Shareholders)Preferred Stock
    
    Common Stock
    
    Capital
    
    Deficit
    
    (Loss) Income
    
    EquityPredecessor CompanyBalance, December 31, 2003
    
    $
    3
    
    
    $
    1,295
    
    
    $
    866,640
    
    
    $
    (103,140
    )
    
    $
    (4,026
    )
    
    $
    760,772Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    1,301
    
    
    
    
    
    
    
    
    
    
    
    1,301Common stock option exercise
    
    
    
    
    
    
    10
    
    
    
    4,416
    
    
    
    
    
    
    
    
    
    
    
    4,426Issuance of preferred stock
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    62Issuance of common stock related to the IPO
    
    
    
    
    
    
    197
    
    
    
    374,803
    
    
    
    
    
    
    
    
    
    
    
    375,000Management purchase of common
stock
    
    
    
    
    
    
    1
    
    
    
    255
    
    
    
    
    
    
    
    
    
    
    
    256Common stock offering costs
    
    
    
    
    
    
    
    
    
    
    (21,214
    )
    
    
    
    
    
    
    
    
    
    
    (21,214
    )Common stock dividends declared
    
    
    
    
    
    
    
    
    
    
    (13,528
    )
    
    
    
    
    
    
    
    
    
    
    (13,528
    )Preferred stock redemption
    
    
    (3
    )
    
    
    
    
    
    
    (125,681
    )
    
    
    
    
    
    
    
    
    
    
    (125,684
    )Distribution to owners
    
    
    
    
    
    
    
    
    
    
    (248,148
    )
    
    
    
    
    
    
    
    
    
    
    (248,148
    )Preferred dividends declared and paid
    
    
    
    
    
    
    
    
    
    
    (5,170
    )
    
    
    
    
    
    
    
    
    
    
    (5,170
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50,776
    )
    
    
    
    
    
    
    (50,776
    )Unrealized gain on interest rate swaps,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,238
    
    
    
    3,238Balance, December 31, 2004
    
    $
    
    
    
    $
    1,503
    
    
    $
    833,736
    
    
    $
    (153,916
    )
    
    $
    (788
    )
    
    $
    680,535Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    13,755
    
    
    
    
    
    
    
    
    
    
    
    13,755Issuance of restricted stock
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Common stock option exercise
    
    
    
    
    
    
    3
    
    
    
    1,457
    
    
    
    
    
    
    
    
    
    
    
    1,460Tax impact of common stock option exercise
    
    
    
    
    
    
    
    
    
    
    550
    
    
    
    
    
    
    
    
    
    
    
    550Common stock dividends declared
    
    
    
    
    
    
    
    
    
    
    (54,245
    )
    
    
    
    
    
    
    
    
    
    
    (54,245
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    46,783
    
    
    
    
    
    
    
    46,783Unrealized gain on interest rate swaps,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,101
    
    
    
    2,101Balance, December 31, 2005
    
    $
    
    
    
    $
    1,507
    
    
    $
    795,253
    
    
    $
    (107,133
    )
    
    $
    1,313
    
    
    $
    690,940Stock based compensation expense
    
    
    
    
    
    
    
    
    
    
    3,872
    
    
    
    
    
    
    
    
    
    
    
    3,872Common stock option exercise
    
    
    
    
    
    
    6
    
    
    
    2,906
    
    
    
    
    
    
    
    
    
    
    
    2,912Other
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    62Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,044
    )
    
    
    
    
    
    
    (20,044
    )Unrealized gain on interest rate swaps,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90
    
    
    
    90Balance, January 31, 2006
    
    $
    
    
    
    $
    1,513
    
    
    $
    802,093
    
    
    $
    (127,177
    )
    
    $
    1,403
    
    
    $
    677,832Successor CompanyCapitalization at RHD Merger
    
    $
    
    
    
    $
    
    
    
    $
    4,224,870
    
    
    $
    
    
    
    $
    
    
    
    $
    4,224,870Contribution by parent
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    
    
    
    
    22,000Distribution to parent
    
    
    
    
    
    
    
    
    
    
    (287,745
    )
    
    
    
    
    
    
    
    
    
    
    (287,745
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (240,665
    )
    
    
    
    
    
    
    (240,665
    )Unrealized loss on interest rate swaps,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,065
    )
    
    
    (3,065
    )Adjustment to initially apply SFAS No. 158,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,785
    
    
    
    3,785Balance, December 31, 2006
    
    $
    
    
    
    $
    
    
    
    $
    3,959,125
    
    
    $
    (240,665
    )
    
    $
    720
    
    
    $
    3,719,180
  F-6




---



##### 



DEX MEDIA, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (tabular amounts in thousands, except share and per share data)
 1. Business and Presentation
     Significant Business Developments
    F-7




---



##### 



History
  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.
 F-8




---



##### 



Fixed Assets and Computer Software.
 Successor Company
    
    
    Predecessor Company2006
    
    
    2005Computer software
    
    $
    63,052
    
    
    
    $
    127,988Computer equipment
    
    
    16,797
    
    
    
    
    31,086Machinery and equipment
    
    
    1,222
    
    
    
    
    4,034Furniture and fixtures
    
    
    2,264
    
    
    
    
    3,594Leasehold improvements
    
    
    4,856
    
    
    
    
    6,664Construction in Process  Computer software and equipment
    
    
    7,080
    
    
    
    
    9,885Total cost
    
    
    95,271
    
    
    
    
    183,251Less accumulated depreciation and amortization
    
    
    (31,264
    )
    
    
    
    (76,325
    )Net fixed assets and computer software
    
    $
    64,007
    
    
    
    $
    106,926
  SuccessorCompany
    
    
    Predecessor CompanyEleven Months
    
    
    
    
    
    
    Year Ended
    
    Year EndedEnded December
    
    
    One Month Ended
    
    December 31,
    
    December 31,31, 2006
    
    
    January 31, 2006
    
    2005
    
    2004Depreciation of fixed assets
    
    $
    10,545
    
    
    
    $
    789
    
    
    $
    11,727
    
    
    $
    10,687Amortization of computer software
    
    
    20,719
    
    
    
    
    1,738
    
    
    
    19,802
    
    
    
    20,094Total depreciation and
amortization on fixed assets and
computer software
    
    $
    31,264
    
    
    
    $
    2,527
    
    
    $
    31,529
    
    
    $
    30,781
 F-9




---



##### 



Identifiable Intangible Assets and Goodwill
 Successor Company
  Successor CompanyDecember 31, 2006Directory
    
    Local
    
    NationalServices
    
    Customer
    
    CMR
    
    Trade
    
    AdvertisingAgreements
    
    Relationships
    
    Relationships
    
    Names
    
    Commitment
    
    TotalFair value
    
    $
    7,320,000
    
    
    $
    875,000
    
    
    $
    205,000
    
    
    $
    490,000
    
    
    $
    25,000
    
    
    $
    8,915,000Accumulated amortization
    
    
    (159,762
    )
    
    
    
    
    
    
    (7,729
    )
    
    
    (29,944
    )
    
    
    (1,910
    )
    
    
    (199,345
    )Net intangible assets
    
    $
    7,160,238
    
    
    $
    875,000
    
    
    $
    197,271
    
    
    $
    460,056
    
    
    $
    23,090
    
    
    $
    8,715,655
  ®
    F-10




---



##### 



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
    
    $
    1,787,000
    
    
    $
    493,000
    
    
    $
    610,000
    
    
    $
    696,000
    
    
    $
    133,000
    
    
    $
    49,000
    
    
    $
    3,768,000Accumulated amortization
    
    
    (786,976
    )
    
    
    (164,540
    )
    
    
    (40,927
    )
    
    
    
    
    
    
    (78,556
    )
    
    
    (9,044
    )
    
    
    (1,080,043
    )Net intangible assets
    
    $
    1,000,024
    
    
    $
    328,460
    
    
    $
    569,073
    
    
    $
    696,000
    
    
    $
    54,444
    
    
    $
    39,956
    
    
    $
    2,687,957
   Interest Expense and Deferred Financing Costs.
 Advertising Expense.
 F-11




---



##### 



Concentration of Credit Risk.
   Derivative Financial Instruments and Hedging Activities. Accounting for Derivative
Instruments and Hedging Activities , Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FAS 133 Amendment of Statement 133 on Derivative Instruments and Hedging Activities.
   F-12




---



##### 



Pension and Postretirement Benefits.
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R)
  Income Taxes. Accounting for Income Taxes
 Stock-Based Awards
 Successor Company
  F-13




---



##### 



Share-Based Payment
  Accounting for Stock Issued to Employees
 Eleven Months EndedDecember 31, 2006As Reported
    
    Per APB No. 25Total stock-based compensation expense
    
    $
    17,507
    
    
    $
    5,418Net loss
    
    
    (240,665
    )
    
    
    (233,163
    )
 Predecessor Company
 Accounting for
Stock Based Compensation
   F-14




---



##### 



Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,2005
    
    
    2004Net Income (loss)As reported
    
    $
    46,783
    
    
    $
    (50,776
    )Add: Stock-based employee compensation
expense included in reported net
income (loss), net of related tax
effects
    
    
    7,758
    
    
    
    763Deduct: Stock-based employee
compensation expense determined under
minimum value or fair value based
method, as applicable, for all awards,
net of related tax effects
    
    
    (1,956
    )
    
    
    (1,369
    )Pro forma
    
    $
    52,585
    
    
    $
    (51,382
    )
  Estimates.
 New Accounting Pronouncements. The Fair Value
Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement
No. 115
 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 Accounting for Income Taxes
 F-15




---



##### 



3. RHD Merger
 Determination of the Measurement Date for the Market Price of
Securities Issued in a Purchase Business Combination
  Business Combinations.
   Eleven months ended December 31, 2006Balance at January 31, 2006
    
    $
    Additions to reserve charged to goodwill
    
    
    18,914Payments
    
    
    (11,299
    )Balance at December 31, 2006
    
    $
    7,615
  F-16




---



##### 



4. Long-Term Debt, Credit Facilities and Notes
  Successor
    
    
    
    PredecessorCompany
    
    
    
    CompanyDecember 31,
    
    
    
    December 31,2006
    
    
    
    2005Dex Media, Inc.8% Senior Notes due 2013
    
    $
    513,664
    
    
    
    $
    500,0009% Senior Discount Notes due 2013
    
    
    663,153
    
    
    
    
    594,531Dex Media EastCredit Facility
    
    
    656,571
    
    
    
    
    772,4989.875% Senior Notes due 2009
    
    
    476,677
    
    
    
    
    450,00012.125% Senior Subordinated Notes due 2012
    
    
    390,314
    
    
    
    
    341,250Dex Media WestCredit Facility
    
    
    1,450,917
    
    
    
    
    1,187,6618.5% Senior Notes due 2010
    
    
    403,260
    
    
    
    
    385,0005.875% Senior Notes due 2011
    
    
    8,786
    
    
    
    
    300,0009.875% Senior Subordinated Notes due 2013
    
    
    833,468
    
    
    
    
    761,800Total Dex Media Inc. Consolidated
    
    
    5,396,810
    
    
    
    
    5,292,740Less: current portion
    
    
    270,431
    
    
    
    
    239,652Long-term debt
    
    $
    5,126,379
    
    
    
    $
    5,053,088
 Credit Facilities
 Dex Media East
   F-17




---



##### 




    
    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%, and in each
case, plus a 0.25% margin on the Dex Media East Revolver and Term Loan A and a 0.50% margin
on Term Loan B; or
    
    The LIBOR rate plus a 1.25% margin on the Dex Media East Revolver and Term Loan A, and
a 1.50% margin on Term Loan B. We may elect interest periods of 1, 2, 3 or 6 months, (or 9
or 12 months if, at the time of borrowing, all lenders agree to make such term available)
for LIBOR borrowings.
 Dex Media West
   
    
    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%, and 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, and
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 months (or 9 or 12 months, if at the time of borrowing, all lenders agree to make such
term available) for LIBOR borrowings.
  Notes
 Dex Media, Inc.
   F-18




---



##### 



Redemption Year
    
    Price2008
    
    
    104.000
    %2009
    
    
    102.667
    %2010
    
    
    101.333
    %2011 and thereafter
    
    
    100.000
    %
   Redemption Year
    
    Price2008
    
    
    104.500
    %2009
    
    
    103.000
    %2010
    
    
    101.500
    %2011 and thereafter
    
    
    100.000
    %
 Dex Media East
   Redemption Year
    
    Price2006
    
    
    104.938
    %2007
    
    
    102.469
    %2008 and thereafter
    
    
    100.000
    %
   Redemption Year
    
    Price2007
    
    
    106.063
    %2008
    
    
    104.042
    %2009
    
    
    102.021
    %2010 and thereafter
    
    
    100.000
    %
 F-19




---



##### 



Dex Media West
   Redemption Year
    
    Price2007
    
    
    104.250
    %2008
    
    
    102.125
    %2009 and thereafter
    
    
    100.000
    %
   Redemption Year
    
    Price2008
    
    
    102.938
    %2009
    
    
    101.469
    %2010 and thereafter
    
    
    100.000
    %
   Redemption Year
    
    Price2008
    
    
    104.938
    %2009
    
    
    103.292
    %2010
    
    
    101.646
    %2011 and thereafter
    
    
    100.000
    %
  2007
    
    $
    270,4312008
    
    
    467,1352009
    
    
    1,538,2952010
    
    
    666,3342011
    
    
    8,720Thereafter
    
    
    2,249,953Total
    
    $
    5,200,868
 F-20




---



##### 



Impact of RHD Merger
   Initial Fair Value
    
    Unamortized FairAdjustment at
    
    Value Adjustment atJanuary 31, 2006
    
    December 31, 2006Dex Media, Inc.8% Senior Notes due 2013
    
    $
    15,000
    
    
    $
    13,6639% Senior Discount Notes due 2013
    
    
    17,177
    
    
    
    16,100Dex Media EastCredit Facility
    
    
    
    
    
    
    9.875% Senior Notes due 2009
    
    
    34,290
    
    
    
    26,97012.125% Senior Subordinated Notes due 2012
    
    
    54,600
    
    
    
    49,064Dex Media WestCredit Facility
    
    
    
    
    
    
    8.5% Senior Notes due 2010
    
    
    22,138
    
    
    
    18,2605.875% Senior Notes due 2011
    
    
    76
    
    
    
    669.875% Senior Subordinated Notes due 2013
    
    
    79,022
    
    
    
    71,819Total
    
    $
    222,303
    
    
    $
    195,942
 5. Derivative Financial Instruments
  F-21




---



##### 



Effective Dates
    
    Notional Amount
    
    
    Pay Rates
    
    Maturity Dates(amounts in millions)May 8, 2003
    
    $
    125
    (2), (5), (6)
    
    3.638% - 4.085%
    
    November 8, 2007 - May 8, 2008February 14, 2006
    
    
    350
    (3), (7)
    
    4.925% - 4.9435%
    
    February 14, 2008 - February 17, 2009February 28, 2006
    
    
    50
    (1), (7)
    
    4.93275%
    
    August 28, 2008March 10, 2006
    
    
    150
    (2), (7)
    
    5.010%
    
    March 10, 2008May 25, 2006
    
    
    100
    (1), (7)
    
    5.326%
    
    May 25, 2009May 26, 2006
    
    
    200
    (2), (7)
    
    5.2725% -5.275%
    
    May 26, 2009June 12, 2006
    
    
    400
    (4), (8)
    
    5.27% - 5.295%
    
    June 12, 2008 - June 12, 2009Total
    
    $
    1,375
 
 (1)
    
    Consists of one swap(2)
    
    Consists of two swaps(3)
    
    Consists of four swaps(4)
    
    Consists of five swaps(5)
    
    Swaps have not been designated as cash flow hedges(6)
    
    Dex Media East swaps(7)
    
    Dex Media West swaps(8)
    
    Dex Media East swaps $250 and Dex Media West swaps $150      F-22




---



##### 



6. Stock Incentive Plans
 Successor Company
     December 31, 2006Dividend yield
    
    0%Expected volatility
    
    28.2%Risk-free interest rate
    
    4.4%Expected life
    
    5 Years
  F-23




---



##### 



Weighted AverageExercise/Grant
    
    
    AggregateShares
    
    
    Price Per Share
    
    
    Intrinsic ValueAwards outstanding, January 1, 2006
    
    
    4,002,244
    
    
    $
    32.69
    
    
    $
    119,958Granted *
    
    
    1,834,890
    
    
    
    64.31
    
    
    
    585Dex Media stock-based awards converted
    
    
    1,725,361
    
    
    
    12.73
    
    
    
    85,882Exercised
    
    
    (1,988,597
    )
    
    
    16.38
    
    
    
    (92,165
    )Forfeitures
    
    
    (292,125
    )
    
    
    57.10
    
    
    
    (1,438
    )Awards outstanding, December 31, 2006
    
    
    5,281,773
    
    
    $
    41.98
    
    
    $
    112,822Available for future grants at December 31, 2006
    
    
    4,052,363
 
 *
    
    Includes the October 3, 2005 grant of 1.1 million SARs to certain employees, including
executive officers, which was contingent upon the successful completion of the RHD Merger (see
below for additional information).   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
    
    
    218,581
    
    
    
    5.73
    
    
    $
    11.19
    
    
    
    
    139,225
    
    
    
    5.06
    
    
    $
    11.42$15.22  $19.41
    
    
    287,963
    
    
    
    2.10
    
    
    
    15.75
    
    
    
    
    287,963
    
    
    
    2.10
    
    
    
    15.75$24.75  $29.59
    
    
    1,659,979
    
    
    
    3.47
    
    
    
    25.97
    
    
    
    
    1,659,979
    
    
    
    3.47
    
    
    
    25.97$30.11  $39.21
    
    
    135,366
    
    
    
    3.16
    
    
    
    30.99
    
    
    
    
    100,649
    
    
    
    3.16
    
    
    
    30.96$41.10  $43.85
    
    
    954,620
    
    
    
    4.34
    
    
    
    41.40
    
    
    
    
    650,429
    
    
    
    4.33
    
    
    
    41.40$46.06  $55.25
    
    
    91,951
    
    
    
    5.95
    
    
    
    51.87
    
    
    
    
    23,799
    
    
    
    4.63
    
    
    
    47.98$56.55  $65.00
    
    
    1,933,313
    
    
    
    5.78
    
    
    
    63.28
    
    
    
    
    622,061
    
    
    
    5.61
    
    
    
    62.015,281,773
    
    
    
    5.11
    
    
    $
    41.98
    
    
    
    
    3,484,105
    
    
    
    4.56
    
    
    $
    40.33
   Non-Vested
    
    Weighted Average
    
    
    
    
    
    Weighted AverageStock
    
    Grant Date
    
    Non-vested
    
    Grant DateOptions and
    
    Exercise Price Per
    
    Restricted
    
    Fair Value PerSARs
    
    Award
    
    Stock
    
    AwardNon-vested at January 1, 2006
    
    
    1,869,578
    
    
    $
    40.78
    
    
    
    
    
    
    $
    Granted
    
    
    1,834,890
    
    
    
    64.31
    
    
    
    208,793
    
    
    
    61.39Non-vested Dex Media options converted
    
    
    224,597
    
    
    
    12.73
    
    
    
    
    
    
    
    Vested
    
    
    (1,839,272
    )
    
    
    44.01
    
    
    
    
    
    
    
    Forfeitures
    
    
    (292,125
    )
    
    
    57.10
    
    
    
    (15,710
    )
    
    
    62.41Non-vested at December 31, 2006
    
    
    1,797,668
    
    
    $
    45.18
    
    
    
    193,083
    
    
    $
    61.31
 F-24




---



##### 



F-25




---



##### 

\

Predecessor Company
     WeightedWeighted
    
    
    
    
    
    
    AverageNumber of
    
    
    Average
    
    
    
    
    
    
    RemainingNumber
    
    
    Shares
    
    
    Exercise
    
    
    Aggregate
    
    
    Contractualof Options
    
    
    Exercisable
    
    
    Price
    
    
    Intrinsic 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
 F-26




---



##### 



7. Income Taxes
   SuccessorCompany
    
    
    Predecessor CompanyTwelve
    
    TwelveEleven Months
    
    
    One Month
    
    Months
    
    MonthsEnded
    
    
    Ended
    
    Ended
    
    EndedDecember 31,
    
    
    January 31,
    
    December 31,
    
    December 31,2006
    
    
    2006
    
    2005
    
    2004Current provisionU.S. Federal
    
    $
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    State and local
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    Total current provision
    
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    Deferred (benefit) provisionU.S. Federal
    
    
    (137,698
    )
    
    
    
    1,553
    
    
    
    25,661
    
    
    
    (26,893
    )State and local
    
    
    (9,446
    )
    
    
    
    319
    
    
    
    7,105
    
    
    
    (4,579
    )Total deferred (benefit) provision
    
    
    (147,144
    )
    
    
    
    1,872
    
    
    
    32,766
    
    
    
    (31,472
    )(Benefit) provision for income taxes
    
    $
    (147,144
    )
    
    
    $
    1,872
    
    
    $
    32,776
    
    
    $
    (31,472
    )
  SuccessorCompany
    
    
    Predecessor CompanyEleven
    
    
    
    
    
    
    Twelve
    
    TwelveMonths
    
    
    One Month
    
    Months
    
    MonthsEnded
    
    
    Ended
    
    Ended
    
    EndedDecember 31,
    
    
    January 31,
    
    December
    
    December2006
    
    
    2006
    
    31, 2005
    
    31, 2004Statutory U.S. Federal tax rate
    
    
    35.0
    %
    
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State and local taxes, net of U.S. Federal tax benefit
    
    
    2.4
    
    
    
    
    4.3
    
    
    
    3.9
    
    
    
    3.9Non-deductible expense
    
    
    0.5
    
    
    
    
    (0.3
    )
    
    
    0.4
    
    
    
    0.0Valuation allowance
    
    
    0.0
    
    
    
    
    (50.1
    )
    
    
    5.6
    
    
    
    0.0Other
    
    
    0.0
    
    
    
    
    0.8
    
    
    
    (3.7
    )
    
    
    (0.6
    )Effective tax rate
    
    
    37.9
    %
    
    
    
    (10.3
    )%
    
    
    41.2
    %
    
    
    38.3
    %
 F-27




---



##### 



Successor
    
    
    PredecessorCompany
    
    
    Company2006
    
    
    2005Deferred tax assetsTransaction costs
    
    $
    13,103
    
    
    
    $
    4,518Bad debts
    
    
    14,450
    
    
    
    
    8,992Postretirement benefits
    
    
    9,014
    
    
    
    
    6,022Stock based compensation expense
    
    
    8,243
    
    
    
    
    3,804Deferred costs
    
    
    10,439
    
    
    
    
    Net operating loss carryforwards
    
    
    120,258
    
    
    
    
    82,940Pension
    
    
    12,653
    
    
    
    
    8,370Net debt premium
    
    
    73,282
    
    
    
    
    Deferred financing costs
    
    
    42,307
    
    
    
    
    Other
    
    
    10,234
    
    
    
    
    387Total deferred tax assets
    
    
    313,983
    
    
    
    
    115,033Valuation allowance
    
    
    (13,103
    )
    
    
    
    (4,518
    )Net deferred tax assets
    
    
    300,880
    
    
    
    
    110,515Deferred tax liabilitiesDeferred directory cost uplift
    
    
    13,406
    
    
    
    
    Intangible assets from RHD Merger
    
    
    2,214,604
    
    
    
    
    Depreciation and amortization
    
    
    48,752
    
    
    
    
    45,479Total deferred tax liabilities
    
    
    2,276,762
    
    
    
    
    45,479Net deferred tax assets
    
    
    
    
    
    
    $
    65,036Net deferred tax liabilities
    
    $
    1,975,882
    
    
    
    
    
 Successor
Company
    F-28




---



##### 



Predecessor Company
       8. Benefit Plans
 Pension Plan.
 Savings Plan.
 Postretirement Benefits.
 F-29




---



##### 



Benefit Obligations and Funded Status
  Pension Plan
    
    Postretirement PlanSuccessor
    
    
    Predecessor
    
    Successor
    
    
    PredecessorCompany
    
    
    Company
    
    Company
    
    
    Company(in thousands)
    
    2006
    
    
    2005
    
    2006
    
    
    2005Change in benefit obligationBenefit obligation, beginning of period
    
    $
    194,644
    
    
    
    $
    218,939
    
    
    $
    65,109
    
    
    
    $
    63,206Service cost
    
    
    8,313
    
    
    
    
    9,769
    
    
    
    2,158
    
    
    
    
    2,334Interest cost
    
    
    10,745
    
    
    
    
    11,959
    
    
    
    3,705
    
    
    
    
    3,741Amendments
    
    
    
    
    
    
    
    
    
    
    
    (66
    )
    
    
    
    Actuarial loss (gain)
    
    
    6,390
    
    
    
    
    7,781
    
    
    
    785
    
    
    
    
    (2,541
    )Benefits paid
    
    
    (3,120
    )
    
    
    
    (1,053
    )
    
    
    (2,959
    )
    
    
    
    (1,631
    )Plan settlements
    
    
    (29,980
    )
    
    
    
    (52,751
    )
    
    
    
    
    
    
    
    Benefit obligation, end of period
    
    $
    186,992
    
    
    
    $
    194,644
    
    
    $
    68,732
    
    
    
    $
    65,109Change in plan assetsFair value of plan assets, beginning of period
    
    $
    155,881
    
    
    
    $
    198,340
    
    
    $
    
    
    
    
    $
    Return on plan assets
    
    
    11,650
    
    
    
    
    11,345
    
    
    
    
    
    
    
    
    Employer contributions
    
    
    
    
    
    
    
    
    
    
    
    2,959
    
    
    
    
    1,631Benefits paid
    
    
    (3,120
    )
    
    
    
    (1,053
    )
    
    
    (2,959
    )
    
    
    
    (1,631
    )Plan settlements
    
    
    (29,980
    )
    
    
    
    (52,751
    )
    
    
    
    
    
    
    
    Fair value of plan assets, end of period
    
    $
    134,431
    
    
    
    $
    155,881
    
    
    $
    
    
    
    
    $
    Reconciliation of Funded StatusFunded status of plans
    
    $
    (52,561
    )
    
    
    $
    (38,763
    )
    
    $
    (68,732
    )
    
    
    $
    (65,109
    )Unrecognized net loss
    
    
    
    
    
    
    
    10,584
    
    
    
    
    
    
    
    
    4,102Unrecognized prior service costs
    
    
    
    
    
    
    
    (1,557
    )
    
    
    
    
    
    
    
    (3,568
    )Net amount recognized
    
    $
    (52,561
    )
    
    
    $
    (29,736
    )
    
    $
    (68,732
    )
    
    
    $
    (64,575
    )
  PostretirementPension Plan
    
    
    PlanSuccessor Company2006
    
    
    2006Current liabilities
    
    $
    
    
    
    $
    (4,520
    )Non-current liabilities
    
    
    (52,561
    )
    
    
    (64,212
    )Net amount recognized
    
    $
    (52,561
    )
    
    $
    (68,732
    )
  F-30




---



##### 



Components of Net Periodic Benefit Expense
  Successor Company
    
    
    Predecessor CompanyEleven Months Ended
    
    
    One Month Ended
    
    Year Ended December
    
    Year Ended DecemberDecember 31, 2006
    
    
    January 31, 2006
    
    31, 2005
    
    31, 2004Service cost
    
    $
    7,605
    
    
    
    $
    708
    
    
    $
    9,769
    
    
    $
    10,467Interest cost
    
    
    9,866
    
    
    
    
    879
    
    
    
    11,959
    
    
    
    12,695Expected return on plan assets
    
    
    (10,954
    )
    
    
    
    (1,056
    )
    
    
    (15,629
    )
    
    
    (16,246
    )Amortization of unrecognized net loss
    
    
    
    
    
    
    
    (17
    )
    
    
    (208
    )
    
    
    (208
    )Settlement (gain) loss
    
    
    (982
    )
    
    
    
    
    
    
    
    3,307
    
    
    
    Net periodic benefit expense
    
    $
    5,535
    
    
    
    $
    514
    
    
    $
    9,198
    
    
    $
    6,708
  Successor Company
    
    
    Predecessor CompanyEleven Months Ended
    
    
    One Month Ended
    
    Year Ended December
    
    Year Ended DecemberDecember 31, 2006
    
    
    January 31, 2006
    
    31, 2005
    
    31, 2004Service cost
    
    $
    1,991
    
    
    
    $
    167
    
    
    $
    2,334
    
    
    $
    2,570Interest cost
    
    
    3,397
    
    
    
    
    308
    
    
    
    3,741
    
    
    
    3,581Amortization of unrecognized prior
service cost
    
    
    
    
    
    
    
    (39
    )
    
    
    (470
    )
    
    
    (471
    )Amortization of unrecognized net loss
    
    
    
    
    
    
    
    
    
    
    
    43
    
    
    
    96Net periodic benefit expense
    
    $
    5,388
    
    
    
    $
    436
    
    
    $
    5,648
    
    
    $
    5,776
 Adoption of SFAS No. 158
  Before Application of
    
    SFAS No. 158
    
    After Application ofSFAS No. 158
    
    Adjustment
    
    SFAS No. 158Liability for
pension and
postretirement
benefits
    
    $
    (127,339
    )
    
    $
    6,046
    
    
    $
    (121,293
    )Deferred income taxes
    
    
    
    
    
    
    (2,261
    )
    
    
    (2,261
    )Accumulated other
comprehensive
income, net of tax
    
    
    
    
    
    
    3,785
    
    
    
    3,785
 F-31




---



##### 



Pension Plan
    
    Postretirement Plan2007
    
    2007Previously unrecognized actuarial
gain expected to be recognized in
2007
    
    $
    
    
    
    $
    Previously unrecognized prior
service credit expected to be
recognized in 2007
    
    
    
    
    
    
    (8
    )
  Pension
    
    PostretirementPlan
    
    PlanNet actuarial gain
    
    $
    2,822
    
    
    $
    3,158Prior service credit
    
    $
    
    
    
    $
    66
 Assumptions
  Successor Company
    
    
    Predecessor CompanyFebruary 1 
    
    
    Month ofDecember 31, 2006
    
    
    January 2006
    
    2005Weighted average discount rate
    
    
    5.90
    %
    
    
    
    5.50
    %
    
    
    5.75
    %Rate of increase in future compensation
    
    
    3.66
    %
    
    
    
    3.66
    %
    
    
    4.00
    %
  Successor Company
    
    
    Predecessor CompanyFebruary 1 
    
    
    Month ofDecember 31, 2006
    
    
    January 2006
    
    2005Weighted average discount rate
    
    
    5.90
    %
    
    
    
    5.50
    %
    
    
    5.75
    %Rate of increase in future compensation
    
    
    N/A
    
    
    
    
    N/A
    
    
    
    N/A
  F-32




---



##### 



Successor Company
    
    
    Predecessor CompanyJuly 1 
    
    February 1 
    
    
    Month of January
    
    August 2  December
    
    January 1  AugustDecember 31, 2006
    
    June 30, 2006
    
    
    2006
    
    31, 2005
    
    1, 2005
    
    2004Weighted average discount rate
    
    
    6.25
    %
    
    
    5.50
    %
    
    
    
    5.75
    %
    
    
    5.50
    %
    
    
    6.00
    %
    
    
    6.25
    %Rate of increase in future
compensation
    
    
    3.66
    %
    
    
    3.66
    %
    
    
    
    4.00
    %
    
    
    4.00
    %
    
    
    4.00
    %
    
    
    4.00
    %Expected return on plan assets
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    9.00
    %
 Employers Accounting for Settlements and Curtailments of Defined Benefit Plans and
for Termination Benefits
  Successor Company
    
    
    Predecessor CompanyFebruary 1 
    
    
    Month of JanuaryDecember 31, 2006
    
    
    2006
    
    2005
    
    2004Weighted average discount rate
    
    
    5.50
    %
    
    
    
    5.75
    %
    
    
    6.00
    %
    
    
    6.25
    %
  Post-Retirement PlanSuccessor Company
    
    
    Predecessor Company2006
    
    
    2005Healthcare cost trend rate assumed for next yearUnder 65
    
    
    10.00
    %
    
    
    
    9.50
    %65 and older
    
    
    12.00
    %
    
    
    
    9.50
    %Rate to which the cost trend rate is assumed to declineUnder 65
    
    
    5.00
    %
    
    
    
    5.00
    %65 and older
    
    
    5.00
    %
    
    
    
    5.00
    %Year ultimate trend rate is reached
    
    
    2013
    
    
    
    
    2014
  One Percent ChangeIncrease
    
    DecreaseEffect on the aggregate of the service and
interest cost components of net periodic
postretirement benefit cost (Consolidated
Statement of Income)
    
    $
    208
    
    
    $
    (177
    )Effect on accumulated postretirement benefit
obligation (Consolidated Balance Sheet)
    
    $
    1,314
    
    
    $
    (1,207
    )
 F-33




---



##### 



Plan Assets
  Successor Company
    
    
    Predecessor CompanyPlan Assets at
    
    Asset Allocation
    
    
    Plan Assets at
    
    Asset AllocationDecember 31,
    
    Target
    
    
    December 31,
    
    Target2006
    
    
    2005Equity securities
    
    
    66
    %
    
    
    65
    %
    
    
    
    68
    %
    
    
    65
    %Debt securities
    
    
    34
    %
    
    
    35
    %
    
    
    
    27
    %
    
    
    30
    %Real Estate
    
    
    0
    %
    
    
    0
    %
    
    
    
    5
    %
    
    
    5
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    
    100
    %
    
    
    100
    %
      Estimated Future Benefit Payments
  F-34




---



##### 



Pension Plan
    
    Postretirement Plan2007
    
    $
    20,337
    
    
    $
    4,5202008
    
    
    15,563
    
    
    
    5,2092009
    
    
    16,704
    
    
    
    5,7512010
    
    
    17,484
    
    
    
    6,2732011
    
    
    17,886
    
    
    
    6,715Years 2012-2016
    
    
    87,760
    
    
    
    35,520
  Additional Information and Subsequent Events
  9. Commitments
  2007
    
    $
    11,8522008
    
    
    10,8442009
    
    
    7,7822010
    
    
    5,8362011
    
    
    4,275Thereafter
    
    
    17,074Total
    
    $
    57,663
 ®
 10. Legal Proceedings
   F-35




---



##### 



11. Business Segments
  12. Related Party Transactions and Allocations
   13. Valuation and Qualifying Accounts
 Net AdditionsBalance at
    
    Charged To
    
    Write-offs
    
    Balance atBeginning of
    
    Revenue
    
    Other and
    
    End ofSuccessor
Company
    
    Period
    
    and Expense
    
    Deductions
    
    PeriodAllowance for
Doubtful Accounts
and Sales ClaimsFor the eleven
months ended
December 31, 2006
    
    $
    57,500
    
    
    
    68,144
    
    
    
    (108,168
    )
    
    $
    17,476Deferred Tax Asset
Valuation AllowanceFor the eleven
months ended
December 31, 2006
    
    $
    13,103
    
    
    
    
    
    
    
    
    
    
    $
    13,103
 F-36




---



##### 



Balance at
    
    Net Additions
    
    Write-offs
    
    Balance atBeginning of
    
    Charged To
    
    and Other
    
    End ofPredecessor
Company
    
    Period
    
    Expense
    
    Deductions
    
    PeriodAllowance for Doubtful Accounts and
Sales ClaimsFor the one month ended January 31, 2006
    
    $
    23,239
    
    
    
    8,288
    
    
    
    (6,926
    )
    
    $
    24,601For the year ended December 31, 2005
    
    $
    25,133
    
    
    
    61,288
    
    
    
    (63,182
    )
    
    $
    23,239For the year ended December 31, 2004
    
    $
    20,526
    
    
    
    50,120
    
    
    
    (45,513
    )
    
    $
    25,133Deferred Tax Asset Valuation AllowanceFor the one month ended January 31, 2006
    
    $
    4,518
    
    
    
    9,110
    
    
    
    
    
    
    $
    13,628For the year ended December 31, 2005
    
    $
    
    
    
    
    4,518
    
    
    
    
    
    
    $
    4,518For the year ended December 31, 2004
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
 F-37




---



##### 



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 (a)
    
    Evaluation of Disclosure Controls and Procedures.Based on their evaluation, as of December
31, 2006, of the effectiveness of the Companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), the
principal executive officer and principal financial officer of the Company have each concluded
that such disclosure controls and procedures are effective and sufficient to ensure that
information required to be disclosed by the Company in reports that it files or submits under
the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commissions rules and forms.
 (b)
    
    Changes in Internal Controls.There has not been any change in the Companys internal
control over financial reporting that occurred during the Companys most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.
 
 ITEM 9B. OTHER INFORMATION.
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  
 ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
   2006Audit fees (1)
    
    $
    2,575,615Audit-related fees (2)
    
    
    38,286Tax fees (3)
    
    
    32,800Total fees
    
    $
    2,646,701
 
 (1)
    
    Audit fees for the year ended December 31, 2006 were for professional services rendered
by KPMG LLP for the audit of the consolidated financial statements of RHD and its
subsidiary registrants, reviews of the financial statements included in RHD and its
subsidiary registrants Quarterly Reports on Form 10-Q and other audit services for RHD at
a consolidated level. The amount for 2006 represents an estimate of overall fees, which
have not yet been fully billed.(2)
    
    Audit-related fees for the year ended December 31, 2006 were for assurance and related
services rendered by KPMG LLP and various other financial accounting, reporting and
assurance services.(3)
    
    Tax fees for the year ended December 31, 2006 were for services rendered by KPMG LLP in
connection with general tax planning and advice. 67




---



##### 



Predecessor CompanyOne Month Ended
    
    
    Twelve Months EndedJanuary 31, 2006
    
    
    December 31, 2005Audit fees(1)
    
    $
    353,568
    
    
    $
    1,996,860Audit-related fees(2)
    
    
    
    
    
    
    202,500Tax fees(3)
    
    
    10,765
    
    
    
    27,525Total fees
    
    $
    364,333
    
    
    $
    2,226,885
 
 (1)
    
    Audit fees consisted principally of fees for the audit of financial statements and
review of the financial statements included in our Quarterly Reports on Form 10-Q, comfort
letters, consents and assistance with and review of Dex Medias registration statements
filed with the SEC.(2)
    
    Audit-related fees consisted of financial due diligence performed prior to entering
into the RHD Merger.(3)
    
    Tax fees consisted principally of fees for tax consultation and tax compliance
activities.  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (A)(1) and (2)  List of financial statements and financial statement schedules
  
 
 68




---



##### 



(C) Exhibits:
 ExhibitNumber
    
    Document2.1
    
    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++
    
    Form of Amended and Restated Certificate of Incorporation of Dex Media, Inc.3.2++
    
    Form of Amended and Restated By-laws of Dex Media, Inc.3.3
    
    Certificate of Incorporation of Dex Media, Inc. (f/k/a Forward Acquisition Corp.)3.4
    
    Certificate of Amendment to the Certificate of Incorporation of Dex Media, Inc. (f/k/a Forward
Acquisition Corp.)3.5
    
    Bylaws of Dex Media, Inc. (f/k/a/Forward Acquisition Corp.)4.1+
    
    Note Indenture with respect to the 8% Notes due 2013, between Dex Media, Inc. and U.S. Bank National
Association, as trustee, dated November 10, 2003.4.2+
    
    Form of 8% Notes due 2013 (included in exhibit 4.1).4.3+
    
    Discount Note Indenture with respect to the 9% Discount Notes due 2013, between Dex Media, Inc. and U.S.
Bank National Association, as trustee, dated November 10, 2003.4.4+
    
    Form of 9% Discount Notes due 2013 (included in exhibit 4.3).4.5+
    
    Discount Note Indenture with respect to the 9% Discount Notes due 2013, between Dex Media, Inc. and U.S.
Bank National Association, as trustee, dated February 11, 2004.4.6+
    
    Form of 9% Discount Notes due 2013 (included in exhibit 4.5).4.7+
    
    Senior Note Indenture with respect to the 9 7/8% Senior Notes due 2009, among Dex Media East LLC, Dex
Media East Finance Co. and U.S. Bank National Association, as trustee, dated November 8, 2002.4.8+
    
    Form of 9 7/8% Senior Notes due 2009 (included in exhibit 4.7)4.9+
    
    Senior Subordinated Note Indenture with respect to the 12 1/8% Senior Subordinated Notes due 2012, among
Dex Media East LLC, Dex Media East Finance Co. and U.S. Bank National Association, as trustee, dated
November 8, 2002.4.10+
    
    Form of 12 1/8% Senior Subordinated Notes due 2012 (included in exhibit 4.9)4.11+
    
    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, 2003.4.12+
    
    Form of 8 1/2% Senior Notes due 2010 (included in exhibit 4.11).4.13+
    
    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, 2003.4.14+
    
    Form of 9 7/8% Senior Subordinated Notes due 2013 (included in exhibit 4.13)4.15
    
    Indenture with respect to the 5 7/8% Senior Notes due 2011, among Dex Media West LLC, Dex Media West
Finance Co., and U.S. Bank National Association, as trustee, dated November 24, 2004 (incorporated by
reference to Dex Media West LLC and Dex Media West Finance Co.s Registration Statement on Form S-4
(File No. 333-121259), declared effective on February 3, 2005).4.16
    
    Form of 5 7/8% Senior Notes due 2011 (included in Exhibit 4.20) (incorporated by reference to Dex Media
West LLC and Dex Media West Finance Co.s Registration Statement on Form S-4 (File No. 333-121259),
declared effective on February 3, 2005).4.17
    
    Supplemental Indenture, dated as of January 31, 2006, between U.S. Bank National Association, as
trustee, and Dex Media, Inc. (f/k/a Forward Acquisition Corp.) to the Indenture, dated November 10,
2003, between Dex Media, Inc. and U.S. Bank National Association, as trustee related to Dex Medias 8%
Notes due 2013 (incorporated by reference to Dex Media, Inc.s Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 6, 2006).
 69




---



##### 



ExhibitNumber
    
    Document4.18
    
    Supplemental Indenture, dated as of January 31, 2006, between U.S. Bank National Association, as
trustee, and Dex Media, Inc. (f/k/a Forward Acquisition Corp.) to the Indenture, dated November 10,
2003, between Dex Media, Inc. and U.S. Bank National Association, as trustee related to Dex Medias 9%
Notes due 2013 (incorporated by reference to Dex Media, Inc.s Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 6, 2006).4.19
    
    Supplemental Indenture, dated as of January 31, 2006, between U.S. Bank National Association, as
trustee, and Dex Media, Inc. (f/k/a Forward Acquisition Corp.) to the Indenture, dated November 10,
2003, between Dex Media, Inc. and U.S. Bank National Association, as trustee related to Dex Medias 9%
Notes due 2014 (incorporated by reference to Dex Media, Inc.s Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 6, 2006).10.1+
    
    Second Amendment and Restatement of Credit Agreement, dated as of October 31, 2003, by and among Dex
Media, Inc., Dex Media East, Inc., Dex Media East 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, J.P. Morgan Europe, Limited, as London Agent, and Bank of America, N.A., Lehman Commercial
Paper Inc., Wachovia Bank, National Association and Deutsche Bank Trust Company Americas, as
co-syndication agents.10.2++
    
    Third Amendment, dated as of June 11, 2004, to the Credit Agreement, dated as of November 8, 2002, as
amended and restated as of October 31, 2003, by and among Dex Media, Inc., Dex Media East, Inc., Dex
Media East 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+++
    
    Fourth Amendment, dated as of November 24, 2004, to the Credit Agreement, dated as of November 8, 2002,
as amended and restated as of October 31, 2003, by and among Dex Media, Inc., Dex Media East, Inc., Dex
Media East 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.10.4+
    
    Guarantee and Collateral Agreement, dated as of November 8, 2002, by and among Dex Media East, Inc., Dex
Media East LLC (f/k/a SGN LLC), Dex Media East Finance Co., LCI International, Inc. (Dex Media
International, Inc.) and JPMorgan Chase Bank, as collateral agent.10.5+
    
    Agreement, dated as of November 8, 2002, between Dex Media, Inc. and JPMorgan Chase Bank, as
administrative agent under the Credit Agreement (the Parent Support Agreement relating to the Dex
Media East Credit Agreement), as amended.10.6+
    
    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.10.7+
    
    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.10.8++
    
    Second Amendment, dated as of June 11, 2004, to the Credit Agreement, dated as of September 9, 2003, as
amended as of October 31, 2003, by and 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.10.9+++
    
    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.10.10+
    
    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.10.11+
    
    Agreement, dated as of September 9, 2003, between Dex Media, Inc. and JPMorgan Chase Bank, as
administrative agent under the Credit Agreement (the Parent Support Agreement relating to the Dex
Media West Credit Agreement).
 70




---



##### 



ExhibitNumber
    
    Document10.12+
    
    Amended and Restated Billing and Collection Agreement, dated September 1, 2003, by and between Qwest
Corporation and Dex Media East LLC (f/k/a SGN LLC).10.13+
    
    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).10.14+
    
    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.10.15+
    
    Publishing Agreement by and among Dex Media, Inc., Dex Media East LLC (f/k/a SGN LLC), Dex Media West
LLC (f/k/a/GPP LLC) and Qwest Corporation, dated November 8, 2002, as amended.10.16+*
    
    Employment Agreement, effective as of November 8, 2002, by and between George Burnett and Dex Media, Inc.10.17
    
    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 Commision on November 8, 2006, Commision File
No. 001-07155).10.18+*
    
    Employment Agreement, effective as of January 2, 2003, by and between Robert M. Neumeister, Jr. and Dex
Media, Inc.10.19+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Marilyn B. Neal and Dex Media,
Inc.10.20+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Maggie Le Beau and Dex Media, Inc.10.21+*
    
    Employment Agreement, effective as of January 2, 2003, by and between Linda Martin and Dex Media, Inc.10.22+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Kristine Shaw and Dex Media, Inc.10.23+*
    
    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.10.24+*
    
    Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002.10.25+*
    
    First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003.10.26+*
    
    Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003.10.27+
    
    Employee Cost Sharing Agreement, by and among Dex Media Service LLC, Dex Media, Inc., Dex Media East LLC
and Dex Media West LLC, effective as of December 31, 2003.10.28+
    
    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,
2003.10.29+
    
    Intercompany License Agreement, by and among Dex Media, Inc., Dex Media East LLC and Dex Media West LLC,
effective as of September 9, 2003.10.30*
    
    Dex Media, Inc. 2004 Incentive Award Plan (incorporated by reference to Dex Medias Registration
Statement on Form S-8 (File No. 333-120631), filed on November 19, 2004).10.31*
    
    Dex Media, Inc. Senior Executive Incentive Bonus Plan (incorporated by reference to Dex Medias Current
Report on Form 8-K dated February 17, 2005).10.32*
    
    Form of Restricted Stock Agreement pursuant to the 2004 Incentive Award Plan of Dex Media, Inc.
(incorporated by reference to Dex Medias Current Report on Form 8-K dated March 4, 2005).10.33
    
    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s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005, Commission File No. 1-32249).10.34*
    
    Dex Media, Inc. Deferred Compensation Plan (incorporated by reference to Dex Medias Current Report on
Form 8-K dated May 17, 2005).10.35*
    
    Dex Media, Inc. Corporate Aircraft Policy (incorporated by reference to Dex Medias Current Report on
Form 8-K dated May 17, 2005).10.36*
    
    Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Medias Current Report on
Form 8-K dated May 17, 2005).
 71




---



##### 



ExhibitNumber
    
    Document10.37*
    
    Dex Media, Inc. 2005 Bonus Plan Targets (incorporated by reference to Dex Medias Current Report on Form
8-K dated May 17, 2005).10.38
    
    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s Quarterly Report on Form
10-Q for the quarter ended June 30, 2005, Commission File No. 1-32249).10.39
    
    Fifth Amendment, dated as of June 16, 2005, to the Credit Agreement, dated as of November 8, 2002, as
amended and restated as of October 31, 2003, by and among Dex Media, Inc., Dex Media East, Inc., Dex
Media East LLC, JPMorgan Chase Bank, 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 10.6 to Dex Medias Quarterly Report on Form
10-Q for the quarter ended June 30, 2005, Commission File No. 1-32249).10.40*
    
    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s Current Report on Form 8-K dated
October 2, 2005).10.41*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and George Burnett (incorporated
by reference to Dex Medias Current Report on Form 8-K/A dated October 18, 2005).10.42*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and Marilyn Neal (incorporated by
reference to Dex Medias Current Report on Form 8-K/A dated October 18, 2005).10.43*
    
    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s Current Report on Form 8-K/A dated October 18,
2005).10.44*
    
    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s Current Report on Form 8-K/A dated October 18,
2005).10.45*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Linda A. Martin
(incorporated by reference to Dex Medias Current Report on Form 8-K/A dated December 21, 2005).10.46*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and George A. Burnett
(incorporated by reference to Dex Media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 Scott A. Pomeroy
(incorporated by reference to Dex Medias Current Report on Form 8-K dated December 19, 2005).10.48*
    
    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s Current Report on Form 8-K
dated December 19, 2005).10.49*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Robert M. Neumeister, Jr.
(incorporated by reference to Dex Medias Current Report on Form 8-K dated December 19, 2005).10.50*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Marilyn B. Neal
(incorporated by reference to Dex Medias Current Report on Form 8-K dated December 19, 2005).10.51
    
    Amended and Restated Credit Agreement, dated January 31, 2006, by and among Dex Media, Inc. (f/k/a
Forward Acquisition Corp.), Dex Media East, Inc., Dex Media East LLC, JPMorgan Chase Bank, N.A., as
administrative agent, and the other entities from time to time parties thereto (incorporated by
reference to Exhibit 10.3 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).10.52
    
    Reaffirmation Agreement, dated January 31, 2006, among Dex Media, Inc., Dex Media East, Inc., Dex Media
East LLC, Dex Media East Finance Co. and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by
reference to Exhibit 10.4 to Dex Media, Inc.s Current Report on Form 8-K filed wit the Securities and
Exchange Commission on February 6, 2006, Commission File No. 333-131626).10.53
    
    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).10.54
    
    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).
 72




---



##### 



ExhibitNumber
    
    Document10.55
    
    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 Dex Medias Current
Report of Form 8-K filed with the Securities and Exchange Commission on April 28, 2006, Commission File
No. 333-131626).10.56
    
    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 Dex Medias Current Report of Form 8-K filed with the Securities and
Exchange Commission on April 28, 2006, Commission File No. 333-131626).10.57
    
    First Amendment, dated as of April 24, 2006, to the Credit Agreement, dated as of November 8, 2002, as
amended and restated as of January 31, 2006, among Dex Media, Inc., Dex Media East, Inc., Dex Media East
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 Dex Medias Current
Report of Form 8-K filed with the Securities and Exchange Commission on April 28, 2006).10.58
    
    Reaffirmation Agreement, dated as of April 24, 2006, among Dex Media, Inc., Dex Media East, Inc., Dex
Media East LLC, Dex Media East Finance Co., Dex Media International, Inc. and JPMorgan Chase Bank, N.A.,
as collateral agent (incorporated by reference to Dex Medias Current Report of Form 8-K filed with the
Securities and Exchange Commission on April 28, 2006).31.1++++
    
    Certification of Annual Report on Form 10-K for the period ended December 31, 2006 by David C. Swanson,
Chairman and Chief Executive Officer of Dex Media, Inc. under Section 302 of the Sarbanes Oxley Act.31.2++++
    
    Certification of Annual Report on Form 10-K for the period ended December 31, 2006 by Steven M. Blondy,
Executive Vice President, Chief Financial Officer and Director of Dex Media, Inc. under Section 302 of the
Sarbanes Oxley Act.32.1++++
    
    Certification of Annual Report on Form 10-K for the period ended December 31, 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, Chief Financial Officer and Director of Dex Media, Inc.
 
 +
    
    Incorporated by reference to Dex Medias Registration Statement on
Form S-4 (File No. 333-114472), declared effective on May 14, 2004.++
    
    Incorporated by reference to Dex Medias Registration Statement on
Form S-1 (File No. 333-115489) and amendments thereto, declared
effective on July 21, 2004.+++
    
    Incorporated by reference to Dex Medias Registration Statement on
Form S-1 (File No. 333-121859) and amendments thereto, declared
effective on January 25, 2005.++++
    
    Filed herewith.*
    
    Identifies each management contract or compensatory plan or arrangement. 73




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##### 



SIGNATURES
 th
 DEX MEDIA, INC.By:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President,
Chief Financial Officer and Director
(Principal Financial Officer)   /s/ David C. Swanson
    
    Chairman of the Board of Directors
    
    March 30, 2007(David C. Swanson)
    
    and Chief Executive Officer/s/ Steven M. Blondy
    
    Executive Vice President,
    
    March 30, 2007(Steven M. Blondy)
    
    Chief Financial Officer and Director
(Principal Financial Officer)/s/ Jeffrey A. Smith
    
    Vice President and Controller
    
    March 30, 2007(Jeffrey A. Smith)
    
    (Principal Accounting Officer)/s/ Robert J. Bush

(Robert J. Bush)
    
    Director
    
    March 30, 2007/s/ Jenny L. Apker

(Jenny L. Apker)
    
    Director
    
    March 30, 2007
 74




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##### 



Exhibit Index
 Exhibit No.
    
    Document31.1*
    
    Certification of Annual Report on Form 10-K for the period
ended December 31, 2006 by David C. Swanson, Chairman and
Chief Executive Officer of Dex Media, Inc. under Section 302
of the Sarbanes Oxley Act.31.2*
    
    Certification of Annual Report on Form 10-K for the period
ended December 31, 2006 by Steven M. Blondy, Executive Vice
President, Chief Financial Officer and Director of Dex Media, Inc. under
Section 302 of the Sarbanes Oxley Act.32.1*
    
    Certification of Annual Report on Form 10-K for the period ended
December 31, 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, Chief Financial Officer and
Director of
Dex Media, Inc.
 
 *
    
    Filed herewith 75