##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission File Number:
    333-131626
      Dex Media, Inc.
 (Exact name of registrant as
    specified in its charter)
      Delaware

20-4059762(State or other jurisdiction
    of

(IRS Employerincorporation or
    organization)

Identification
    No.)   1001 Winstead Drive
 Cary, North Carolina 27513
 (Address of principal executive
    offices)
  (919) 297-1600
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act: None
 Securities registered pursuant to Section 12(g) of the
    Act: None
      þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
      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.




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##### 



TABLE OF
    CONTENTS
  
  PART ICautionary
    Note Regarding Forward-Looking Statements


1Item 1.

Business


3Item 1A.

Risk Factors


13Item 1B.

Unresolved Staff
    Comments


23Item 2.

Properties


23Item 3.

Legal
    Proceedings


23Item 4.

Submission of
    Matters to a Vote of Security Holders*


24PART IIItem 5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


24Item 6.

Selected Financial
    Data**


25Item 7.

Managements
    Narrative Analysis of Results of Operations***


25Item 7A.

Quantitative and
    Qualitative Disclosures About Market Risk


34Item 8.

Financial
    Statements and Supplementary Data


F-1Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


36Item 9A.

Controls and
    Procedures


36Item 9B.

Other
    Information


36PART IIIItem 10.

Directors and
    Executive Officers of the Registrant*


37Item 11.

Executive
    Compensation*


37Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters*


37Item 13.

Certain
    Relationships and Related Transactions*


37Item 14.

Principal
    Accountant Fees and Services


37PART IVItem 15.

Exhibits and
    Financial Statement Schedules


38Signatures


45Agreement and Plan of MergerCertificate of MergerCertificate of IncorporationCertificate of Amendment to the Certificate of IncorporationBylawsStatement of Computation of Ration of Earning to Fixed ChargesCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO & CFO Pursuant to Section 906      *
    
    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.




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PART I. Cautionary
    Note Regarding Forward-Looking Statements  Form 10-K
  start-up
           1




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® ® ® ® ®
  Certain
    Definitions
    
    Dex Media, we, our and
    us refers collectively to Dex Media, Inc. and its
    consolidated subsidiaries and their predecessors;
    Donnelley refers to R.H. Donnelley Corporation;
    Dex Media East refers to Dex Media East LLC, an
    indirect wholly-owned subsidiary of Dex Media;
    Dex Media West refers to Dex Media West LLC, an
    indirect wholly-owned subsidiary of Dex Media;
    Dex East States refers to Colorado, Iowa, Minnesota,
    Nebraska, New Mexico, North Dakota, and South Dakota;
    Dex West States refers to Arizona, Idaho, Montana,
    Oregon, Utah, Washington and Wyoming;
    Dex States refers collectively to the Dex East
    States and the Dex West States;
    Qwest refers to Qwest Communications International
    Inc. and its subsidiaries, including Qwest Corporation, the
    local exchange carrier subsidiary of Qwest Communications
    International Inc.; and
    Qwest Dex refers collectively to Qwest Dex, Inc. and
    its parent, Qwest Dex Holdings, Inc. 2




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ITEM 1.
    BUSINESS  Recent
    Development
    The
    Company
    DexOnline.com,
      Our
    History
   3




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and/or








Markets












Products
    and Services








Print
    Directories












14-state


4



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Yellow Pages Directories.
  
    Listing Options.  An advertiser may enhance its
    complimentary listing in several ways. It may pay to have its
    listing highlighted or printed in bold or super bold text, which
    increases the visibility of the listing. An advertiser may also
    purchase extra lines of text to convey information such as hours
    of operation or a more detailed description of its business.
    In-column Advertising Options.  For greater
    prominence on a page, an advertiser may expand its basic
    alphabetical listing by purchasing advertising space in the
    column in which the listing appears. The cost of in-column
    advertising depends on the size and type of the advertisement
    purchased and the heading under which it will be placed.
    In-column advertisements may include such features as bolding,
    special fonts, color and graphics.
    Display Advertising Options.  A display
    advertisement allows businesses to include a wide range of
    information, illustrations, photographs and logos. The cost of
    display advertisements depends on the size and type of
    advertisement purchased and the heading under which it will be
    placed. Display advertisements are usually placed at the front
    of a heading, and are prioritized first by size and then by
    advertiser seniority. This process of prioritizing provides a
    strong incentive to advertisers to increase the size of their
    advertisements and renew their advertising purchases from year
    to year to ensure that their advertisements receive priority
    placement. Display advertisements range in size from a quarter
    column to as large as two pages (a double truck
    advertisement) and three pages (a triple truck
    advertisement). Various levels of color sophistication,
    including spot-four color, enhanced color, process photo and
    hi-impact are available for display products.  White Pages Directories.
    Awareness Products.
  
    Covers  Premium location advertisements
    that are available on the front cover, inside front and back
    cover and the outside back cover of a directory.
    Spines  Premium location advertisements
    that are available on the spine of yellow and white pages
    directories. 5




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##### Table of Contents




    Tabs  A full-page, double-sided, hard
    stock, full-color insert that is bound inside and that separates
    key sections of the directory. These inserts enable advertisers
    to achieve prominence and increase the amount of information
    displayed to directory users.
    Tip-Ons  Removable paper or magnet
    coupons that are placed on the front cover of a directory.
    Banners  Advertisements sold at the top
    margin of a page in the Community or Government section of the
    directory.
    Delivery Bags  Premium awareness space
    located on the bags used in the delivery of most print
    directories, with between one and three advertisers per bag.
    Ride-alongs  Premium insert programs
    through which businesses deliver messages and promotional offers
    to customers in conjunction with directories delivered right to
    the mailbox or doorstep. Advertisers can choose between total
    market coverage inserts that ride-along with the new
    edition of directories as they are delivered to users, or new
    mover delivery inserts reaching the lucrative market of new
    movers within a few days of their new phone service connection.  Online
    Products
      DexOnline.com.
  out-of-region out-of-region 14-state
  Arrangements with Search Engines and Other Third
    Parties.
  Dex Web
    Clicks tm . 14-state
 6




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Other
    Services
  and/or
    Business
    cycle overview
  12-month
  Sales
    Local
    Sales Channel
        
    Premise sales representatives  conduct
    sales calls
    face-to-face
    at customers business locations and typically handle
    higher dollar and more complex accounts.
    Telephone sales representatives  handle
    lower dollar value accounts and typically interact with
    customers over the telephone.
    Centralized sales  includes multiple
    types of sales efforts, including centralized sales
    representatives, prospector sales representatives and a letter
    renewal effort. These sales mechanisms are used to contact very
    low dollar value customers that in many cases have renewed their
    account for the same product for several years. Some of these
    centralized efforts are also focused on customer win-back
    initiatives.   7




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National
    Sales Channel
    Marketing
      Publishing
    and information services
  ®
  Printing
    and Distribution
     8




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Raw
    Materials
      Credit
    Collections and Bad Debt Expense
  12-month 12-month
  and/or
      Agreements
    Between Us, Dex Media East
    and/or Dex
    Media West and Qwest
   9




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
    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 web sites) 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 2005,
    Qwest billed approximately 28% of our local revenue on our
    behalf, and we billed the remaining 72% 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 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.    Competition
     10




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business-to-business
  ® ® ®
    Intellectual
    Property
       11




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and/or 18-month 18-month and/or
  Employees
    Web Site
    Access
  www.dexmedia.com. Form 10-K, Form 10-Q, Form 8-K, www.dexmedia.com/investors/overview.html
 12




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www.dexmedia.com
 ITEM 1A.  RISK
    FACTORS  You should carefully consider the risks described below as
    well as the other information contained in this annual report.
    Any of the following risks could materially adversely affect our
    business, financial condition or results of operations.
  The
    loss of any of our key agreements with Qwest could have a
    material adverse effect on our business.
    
    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.      Adverse
    outcomes resulting from bankruptcy proceedings against Qwest
    could adversely affect our financial results.
   13




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
    Qwest, or a trustee acting on its behalf, could seek to reject
    our agreements with Qwest as executory contracts
    under U.S. bankruptcy law, thus allowing Qwest 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 our business.
    Qwest could seek to sell certain of its assets, including the
    assets relating to Qwests 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 publishing 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 10 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. Qwest has completed the preparation of its billing and
    collection system so that we will be able to transition from the
    Qwest billing and collection system to our own billing and
    collection system within approximately two weeks should we
    choose to do so. See Agreements between Us, Dex Media East
    and/or Dex
    Media West and Qwest  Billing and Collection
    Services Agreements in Item 1.  Our
    substantial indebtedness could adversely affect our financial
    condition and impair our ability to operate our
    business.
    
    the agreements governing our indebtedness substantially limit
    our ability to access the cash flow and value of our
    subsidiaries and, therefore, to pay interest
    and/or
    principal on the indebtedness of Dex Media;
    our indebtedness limits our ability to borrow money or sell
    stock to fund our working capital, capital expenditures,
    acquisitions and debt service requirements;
    our interest expense could increase if interest rates in general
    increase because a substantial portion of our indebtedness bears
    interest at floating rates;
    our indebtedness may limit our flexibility in planning for, or
    reacting to, changes in our business and future business
    opportunities;
    we are more highly leveraged than some of our competitors, which
    may place us at a competitive disadvantage;
    our indebtedness may make us more vulnerable to a downturn in
    our business or the economy; 14




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
    a substantial portion of our cash flow from operations is
    dedicated to the repayment of our indebtedness, including
    indebtedness we may incur in the future, and will not be
    available for other purposes; and
    there would be a material adverse effect on our business and
    financial condition if we were unable to service our
    indebtedness or obtain additional financing, as needed.  Despite
    our substantial indebtedness, we may still incur significantly
    more debt. This could exacerbate the risks described
    above.
    Dex
    Media has no operations of its own and depends on its
    subsidiaries for cash.
      The
    indentures governing our subsidiaries notes may restrict
    Dex Medias access to the cash flow and other assets of our
    subsidiaries that may be needed to make payments on its
    indebtedness or the payment of dividends.
   15




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The
    terms of our subsidiaries credit facilities may limit our
    subsidiaries ability to pay dividends to Dex
    Media.
     16




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Our
    subsidiaries may enter into additional agreements or financings
    in the future, which could further limit Dex Medias
    ability to access the assets and cash flow of our
    subsidiaries.
    We may
    be restricted from paying dividends to Donnelley in the
    future.
  and/or
  We may
    experience difficulties integrating with
    Donnelley.
     17




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We
    face significant competition that may reduce our market share
    and harm our financial performance.
             18




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We
    could be materially adversely affected by declining usage of
    printed yellow pages directories.
  business-to-business
    
    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.      Restrictive
    covenants in our subsidiaries credit facilities and the
    indentures may restrict our ability to pursue our business
    strategies.
  and/or and/or
  
    access the cash flow and value of our subsidiaries and,
    therefore, to pay interest
    and/or
    principal on the indebtedness of Dex Media or to pay dividends
    on its common stock;
    incur additional indebtedness;
    pay dividends or make distributions in respect of Dex
    Medias or the applicable subsidiarys capital stock
    or to make certain other restricted payments or investments;
    sell assets, including capital stock of Dex Medias or the
    applicable subsidiarys future restricted subsidiaries; 19




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
    agree to payment restrictions affecting Dex Medias or the
    applicable subsidiarys future restricted subsidiaries;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of Dex Medias or the applicable
    subsidiarys assets;
    enter into transactions with Dex Medias or the applicable
    subsidiarys affiliates;
    incur liens;
    designate any of Dex Medias or the applicable
    subsidiarys future subsidiaries as unrestricted
    subsidiaries; and
    enter into new lines of business.        General
    economic factors could adversely affect our results of
    operations and financial condition.
      
    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. 20




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Our
    dependence on third-party providers of printing, delivery and
    transportation services could materially adversely affect
    us.












Fluctuations
    in the price or availability of paper could materially adversely
    affect us.












We
    could be materially adversely affected by turnover among sales
    representatives or loss of key personnel.










21



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Our
    business may be adversely affected by our reliance on, and our
    extension of credit to, SMEs.








Our
    sales of advertising to national accounts is coordinated by
    third parties that we do not control.








We may
    be subject to work stoppages, which could increase our operating
    costs and disrupt our operations.








Future
    changes in Qwests directory publishing obligations in the
    Dex States may increase our costs.






22



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The
    loss of important intellectual property rights could adversely
    affect our competitiveness.
   ITEM 1B.  UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES     ITEM 3.
    LEGAL
    PROCEEDINGS     23




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|        |                                                        
|------- | -------------------------------------------------------
|ITEM 4. | SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS



Form 10-K.




PART II




|        |                                                                                                                     
|------- | --------------------------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES



Equity
    Securities of Dex Media, Inc.












|                                            |  |              |       |  |     |   |       | 
|------------------------------------------- |  | ------------ | ----- |  | --- | - | ----- | 
|                                            |  | Market Price |      
|                                            |  | High         |       |  | Low |  
|                                           
|2005                                        |  |              |       |  |     |   |       | 
|First quarter                               |  | $            | 25.01 |  |     | $ | 20.65 | 
|Second quarter                              |  |              | 24.70 |  |     |   | 20.90 | 
|Third quarter                               |  |              | 28.90 |  |     |   | 24.41 | 
|Fourth quarter                              |  |              | 27.45 |  |     |   | 26.38 | 
|2004                                        |  |              |       |  |     |   |       | 
|Third quarter (beginning
    July 22, 2004) |  |              | 22.01 |  |     |   | 17.80 | 
|Fourth quarter                              |  |              | 25.24 |  |     |   | 20.60 | 





Dividends










24



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Securities
    Authorized for Issuance Under Compensation Plans








Sales
    of Unregistered Equity Securities








Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers








|        |                            
|------- | ---------------------------
|ITEM 6. | SELECTED
    FINANCIAL DATA



Form 10-K.




|        |                                                             
|------- | ------------------------------------------------------------
|ITEM 7. | MANAGEMENTS
    NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS



Form 10-K:




Recent
    Development








Background










25



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Overview




General




















Results
    of Operations




Revenue






26



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No. 99-17, Accounting for Advertising Barter
    Transactions.




No. 00-21, Revenue Arrangements with Multiple
    Deliverables.




Cost
    of Revenue












General
    and Administrative Expense








Income
    Tax Provision






27



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Items Affecting
    Comparability Between Periods


























28



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Year
    ended December 31, 2005 compared to the year ended
    December 31, 2004
  Year EndedDecember 31,2005


2004(Dollars in thousands)Revenue:Local directory services

$
1,359,037


$
1,353,229National directory services


232,223



191,146Qwest advertising


18,233



23,133Other revenue


48,923



35,406Total revenue


1,658,416



1,602,914Cost of revenue, excluding
    depreciation and amortization expense


504,453



485,505Gross profit, excluding
    depreciation and amortization expense

$
1,153,963


$
1,117,409Gross margin, excluding
    depreciation and amortization expense


69.6
%


69.7
%General and administrative
    expense, including bad debt expense and termination of annual
    advisory fees

$
252,705


$
251,566   Revenue
         29




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Cost
    of Revenue
               30




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Gross
    Profit
    General
    and Administrative Expense
                Amortization
    of Intangibles
   31




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Interest
    Expense
    Income
    Taxes
    MATERIAL
    TRENDS, KNOWN FACTS AND UNCERTAINTIES
  Directory
    Services Revenue
  and/or
  Competition
     32




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Internet
    Paper
    Prices
    Fuel
    Prices
    Income
    Taxes
    New
    Accounting Standards
  Inventory
    Costs  an amendment of ARB No. 43,
    Chapter 4. This statement amends the guidance in ARB
    No. 43, Chapter 4 Inventory Pricing,
  Share-Based Payment
 33




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Accounting Changes and Error
    Corrections  a Replacement of APB Opinion
    No. 20 and FASB Statement No. 3.
  Other
    Items
  Form 10-K, form 8-K
 ITEM 7A.  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Long-Term
    Debt
   34




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##### Table of Contents



Interest
    Rate Risk
   35




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ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of
    Independent Registered Public Accounting Firm


F-2Consolidated
    Balance Sheets as of December 31, 2005 and 2004


F-4Consolidated
    Statements of Operations for the years ended December 31,
    2005, 2004 and 2003


F-5Consolidated
    Statements of Cash Flows for the years ended December 31,
    2005, 2004 and 2003


F-6Consolidated
    Statements of Changes in Stockholders Equity and
    Comprehensive Income (Loss) for the years ended
    December 31, 2005, 2004 and 2003


F-7Notes to
    Consolidated Financial Statements


F-8  F-1




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Report of
    Independent Registered Public Accounting Firm            F-2




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F-3




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DEX
    MEDIA, INC. AND SUBSIDIARIES
  Consolidated
    Balance Sheets
  As of
    December 31,2005


2004(Dollars in thousands, except
    per share data)ASSETSCurrent assets:Cash and cash equivalents

$
1,808


$
9,234Accounts receivable, net


134,816



104,232Deferred directory costs


293,616



291,237Current deferred income taxes


21,592



13,438Other current assets


13,647



13,102Total current assets


465,479



431,243Property, plant and equipment, net


106,926



101,471Goodwill


3,081,446



3,081,446Intangible assets, net


2,687,957



3,033,659Deferred income taxes


43,444



85,149Deferred financing costs


109,033



142,182Other assets


2,740



2,815Total Assets

$
6,497,025


$
6,877,965LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
54,160


$
48,410Employee compensation


26,190



36,432Common stock dividend payable


13,645



13,528Deferred revenue and customer
    deposits


221,448



207,655Accrued interest payable


72,230



63,202Current portion of long-term debt


239,652



189,534Other accrued liabilities


29,753



18,563Total current liabilities


657,078



577,324Long-term debt


5,053,088



5,537,848Post-retirement and other
    post-employment benefit obligations


94,311



81,095Other liabilities


1,608



1,163Total Liabilities


5,806,085



6,197,430Commitments and contingencies
    (Note 12)Stockholders Equity:Preferred Stock, $0.01 par
    value, 250 million shares authorized, of which
    200,000 shares were designated as Series A Junior
    Participating Preferred Stock, none issued and outstanding






Common stock, $0.01 par
    value, 700 million shares authorized, 150,689,740 and
    150,281,662 shares issued and outstanding at
    December 31, 2005 and 2004, respectively


1,507



1,503Additional paid-in capital


795,253



833,736Accumulated deficit


(107,133
)


(153,916
)Accumulated other comprehensive
    income (loss)


1,313



(788
)Total Stockholders Equity


690,940



680,535Total Liabilities and
    Stockholders Equity

$
6,497,025


$
6,877,965    F-4




---



##### Table of Contents



DEX
    MEDIA, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Operations
  Year Ended
    December 31,2005


2004


2003(Dollars in thousands, except
    per share data)Revenue

$
1,658,416


$
1,602,914


$
883,057Operating Expenses:Cost of revenue


504,453



485,505



265,333General and administrative expense


200,291



187,849



114,426Bad debt expense


52,414



43,717



32,054Termination of annual advisory fees






20,000



Depreciation and amortization
    expense


31,529



30,781



15,360Amortization of intangibles


345,702



412,441



290,060Total operating expenses


1,134,389



1,180,293



717,233Operating income


524,027



422,621



165,824Other (income) expense:Interest income


(615
)


(666
)


(1,095
)Interest expense


446,357



505,470



277,626Other (income) expense, net


(1,274
)


65



12,058Income (loss) before income taxes


79,559



(82,248
)


(122,765
)Income tax provision (benefit)


32,776



(31,472
)


(47,729
)Net income (loss)

$
46,783


$
(50,776
)

$
(75,036
)Basic and Diluted income (loss)
    per common share

$
0.31


$
(0.39
)

$
(1.09
)    F-5




---



##### Table of Contents



DEX
    MEDIA, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
  Year Ended
    December 31,2005


2004


2003(Dollars in thousands)Operating activities:Net income (loss)

$
46,783


$
(50,776
)

$
(75,036
)Adjustments to net income (loss):Bad debt expense


52,414



43,717



32,054Depreciation and amortization
    expense


31,529



30,781



15,360Amortization of intangibles


345,702



412,441



290,060Accretion on discount notes


48,484



42,251



3,139Stock option expense


13,755



1,301



Realized gain on foreign currency
    derivative instrument










(3,875
)Realized loss on translation of
    foreign currency debt










3,908Amortization of deferred financing
    costs


36,957



63,479



24,285Loss on disposition of assets


196



32



Deferred tax provision (benefit)


32,765



(31,472
)


(47,729
)Changes in operating assets and
    liabilities:Accounts receivable


(80,357
)


(31,540
)


(11,902
)Deferred directory costs


(2,379
)


(20,610
)


(34,974
)Other current assets


492



(1,736
)


(2,547
)Other long-term assets


1,116



1,894



(1,119
)Accounts payable and other
    liabilities


4,609



(8,746
)


29,810Accrued interest


9,028



(10,618
)


48,885Other long-term liabilities


1,251



(588
)


Deferred revenue and customer
    deposits


13,793



39,901



104,657Employee benefit plan obligations
    and other, net


13,216



11,714



5,409Cash provided by operating
    activities


569,354



491,425



380,385Investing activities:Expenditures for property, plant
    and equipment


(8,652
)


(14,360
)


(9,107
)Capitalized software development
    costs


(28,528
)


(40,231
)


(31,441
)Acquisition of Dex West






7,871



(4,290,104
)Payment of acquisition expenses










(54,391
)Acquisition of Dex East










(778
)Proceeds from disposition of
    investment










17,190Escrow deposits










(2,000
)Escrow funds released










4,000Cash used for investing activities


(37,180
)


(46,720
)


(4,366,631
)Financing activities:Proceeds from borrowings on
    revolving credit facilities


288,000



61,000



9,000Repayments of borrowings on
    revolving credit facilities


(266,000
)


(61,000
)


(9,000
)Proceeds from issuance of long-term
    debt






550,476



4,288,181Payments on long-term debt


(505,125
)


(962,532
)


(405,135
)Cash received on foreign currency
    swap settlement










4,538Issuance of preferred stock






62



192,400Redemption of preferred stock






(125,684
)


Issuance of common stock






375,256



769,600Common stock offering costs






(21,214
)


Exercise of employee stock options


1,460



4,426



Payment of financing costs


(3,808
)


(10,359
)


(125,386
)Distributions to stockholders


(54,127
)


(248,148
)


(741,865
)Preferred dividends paid






(5,170
)


(8,316
)Payment of debt commitment fees










(17,981
)Cash (used for) provided by
    financing activities


(539,600
)


(442,887
)


3,956,036Cash and cash equivalents:(Decrease) increase


(7,426
)


1,818



(30,210
)Beginning balance


9,234



7,416



37,626Ending balance

$
1,808


$
9,234


$
7,416Supplemental cash flow disclosuresInterest paid

$
355,483


$
411,236


$
200,092    F-6




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
 Consolidated
    Statements of Changes in Stockholders Equity and
    Comprehensive Income (Loss)  Accumulated


TotalAdditional





Other


Stock-


Compre-Preferred Stock


Common Stock


Paid in


Accumulated


Comprehensive


holders


hensiveShares


Amount


Shares


Amount


Capital


Deficit


Income (Loss)


Equity


Income (Loss)(Dollars in thousands)Balance, December 31, 2002


131,000


$
1



52,400,000


$
524


$
654,475


$
(28,104
)

$
(3,517
)

$
623,379Issuance of preferred stock


192,812



2











192,621











192,623Issuance of common stock










77,125,570



771



769,725











770,496Distribution to stockholder


















(741,865
)










(741,865
)Preferred dividends declared and
    paid


















(8,316
)










(8,316
)Net loss






















(75,036
)






(75,036
)

$
(75,036
)Other comprehensive loss


























(509
)


(509
)


(509
)Comprehensive loss

































$
(75,545
)Balance, December 31, 2003


323,812


$
3



129,525,570


$
1,295


$
866,640


$
(103,140
)

$
(4,026
)

$
760,772Stock based compensation expense


















1,301











1,301Common stock option exercise










953,350



10



4,416











4,426Issuance of preferred stock


158















62











62Issuance of common stock related to
    the IPO










19,736,842



197



374,803











375,000Management purchase of common stock










65,900



1



255











256Common stock offering costs


















(21,214
)










(21,214
)Common stock dividends declared


















(13,528
)










(13,528
)Preferred stock redemption


(323,970
)


(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
)

$
(50,776
)Other comprehensive income


























3,238



3,238



3,238Comprehensive loss

































$
(47,538
)Balance, December 31, 2004





$




150,281,662


$
1,503


$
833,736


$
(153,916
)

$
(788
)

$
680,535Stock based compensation expense


















13,755











13,755Issuance of restricted stock










93,500



1















1Common stock option exercise










314,578



3



1,457











1,460Tax impact of common stock option
    exercise


















550











550Common stock dividends declared


















(54,245
)










(54,245
)Net income






















46,783







46,783


$
46,783Other comprehensive income


























2,101



2,101



2,101Comprehensive income

































$
48,884Balance, December 31, 2005





$




150,689,740


$
1,507


$
795,253


$
(107,133
)

$
1,313


$
690,940    F-7




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS
  1.
    Description
    of business  (a)  The
    Company
            (b)  Operations
    (c)  Dex
    Medias Initial Public Offering
   F-8




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  a 10-for-1
  2.
    Basis of
    Presentation  (a)  The
    Company
    (b)  Reclassifications
    3.
    Summary
    of Significant Accounting Policies  (a)  Principles
    of Consolidation
    (b)  Use
    of Estimates
    (c)  Revenue
    Recognition
    12-month
 F-9




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   No. 99-17 Accounting for Advertising Barter
    Transactions.
  No. 00-21 Revenue Arrangements with Multiple
    Deliverables.
  (d)  Cost
    of Revenue
      (e)  Deferred
    Revenue
    (f)  Deferred
    Directory Costs
    (g)  Advertising
    Costs
   F-10




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   (h)  Cash
    and Cash Equivalents
    (i)  Accounts
    Receivable
      12-month
      2005


2004Trade accounts receivable

$
155,420


$
114,547Amounts due from Qwest related to
    purchased accounts receivable


2,635



13,686Other accounts receivable






1,132Less: allowance for doubtful
    accounts


(23,239
)


(25,133
)Accounts receivable, net

$
134,816


$
104,232   Balance atBeginning


Costs and








Balance atof Period


Expenses


Other(1)


Deductions(2)


End of PeriodAllowance for doubtful accounts
    (in thousands):Year ended December 31, 2003

$
8,013


$
32,054


$
13,462


$
(33,003
)

$
20,526Year ended December 31, 2004


20,526



43,717







(39,110
)


25,133Year ended December 31, 2005


25,133



52,414







(54,308
)


23,239     (1)
    
    Represents the allowance for doubtful accounts related to the
    Dex West Acquisition on September 9, 2003.(2)
    
    Represents uncollectible accounts charged against the allowance
    for doubtful accounts. F-11




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   (j)  Property,
    Plant and Equipment
    Estimated LivesComputers and equipment

3-7 yearsLeasehold improvements

5 yearsCapitalized software

9 months-7 yearsFurniture and fixtures

7 years     (k)  Computer
    Software
  Accounting for the Costs of
    Computer Software Developed or Obtained for Internal
    Use,
    (l)  Deferred
    Financing Costs
    (m)  Long-Lived
    Assets
   F-12




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    (n)  Goodwill
    and Intangible Assets
  Goodwill and
    Other Intangible Assets, Accounting for Impairment or
    Disposal of Long-Lived Assets.
            (o)  Stock-Based
    Compensation
   F-13




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  Accounting
    for Stock Issued to Employees, Accounting
    for Stock-Based Compensation,
  For the Year Ended
    December 31,2005


2004


2003Net income (loss):As reported

$
46,783


$
(50,776
)

$
(75,036
)Add: Stock-based employee
    compensation expense included in reported net income (loss), net
    of related tax effects


7,758



763



Deduct: 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
)


(256
)Pro forma

$
52,585


$
(51,382
)

$
(75,292
)Basic income (loss) per common
    share:As reported

$
0.31


$
(0.39
)

$
(1.09
)Pro forma


0.35



(0.40
)


(1.10
)Diluted income (loss) per common
    share:As reported

$
0.31


$
(0.39
)

$
(1.09
)Pro forma


0.34



(0.40
)


(1.10
)   (p)  Derivative
    Instruments and Hedging Activities
  Accounting for Derivative Instruments and Certain
    Hedging Activities, Accounting for Certain Derivative Instruments and
    Certain Hedging Activities, an Amendment of SFAS 133, Amendment of
    Statement 133 on Derivative Instruments and Hedging
    Activities.
     F-14




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
       (q)  Income
    (Loss) Per Common Share
  Earning per
    Share.
  (r)  Comprehensive
    Income (Loss)
  Reporting Comprehensive Income,
  (s)  Income
    Tax Provision
    (t)  Fair
    Value of Financial Instruments
   F-15




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   (u)  New
    Accounting Standards
  Inventory Costs  an amendment of ARB
    No. 43, Chapter 4. Inventory
    Pricing,
  Share-Based Payment
  Share-based
    Payment. Share-based
    Payment
    Accounting Changes and Error
    Corrections  a Replacement of ABP Opinion
    No. 20 and FASB Statement No. 3.
 F-16




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    4.
    Property,
    Plant and Equipment    2005


2004Computers and equipment

$
35,202


$
30,092Leasehold improvements


6,664



5,831Capitalized software


127,988



97,108Furniture and fixtures


3,512



2,375Construction in progress


9,885



12,998Gross property, plant and equipment


183,251



148,404Less: accumulated depreciation and
    amortization


(76,325
)


(46,933
)Net property, plant and equipment

$
106,926


$
101,471       2006

$
4012007


1212008


932009


58Total lease obligation


673Less: interest


(75
)Less: executory costs


(215
)Capital lease obligation


383Less: current portion


(167
)Long-term capital lease obligation

$
216   5.
    Goodwill
    and Intangible Assets   F-17




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
         As of December 31,
    2005GrossCarrying


Accumulated


Net BookValue


Amortization


Value


LifeIntangible AssetsCustomer
    relationships  local

$
1,787,000


$
(786,976
)

$
1,000,024



20 years
(1)Customer
    relationships  national


493,000



(164,540
)


328,460



25 years
(1)Non-compete/publishing agreements


610,000



(40,927
)


569,073



39-40 yearsDex Trademark


696,000







696,000



IndefiniteQwest Dex Trademark agreement


133,000



(78,556
)


54,444



4-5 yearsAdvertising agreement


49,000



(9,044
)


39,956



14-15 yearsTotals

$
3,768,000


$
(1,080,043
)

$
2,687,957   As of December 31,
    2004GrossCarrying


Accumulated


Net BookValue


Amortization


Value


LifeIntangible AssetsCustomer
    relationships  local

$
1,787,000


$
(542,968
)

$
1,244,032



20 years
(1)Customer
    relationships  national


493,000



(110,722
)


382,278



25 years
(1)Non-compete/publishing agreements


610,000



(25,488
)


584,512



39-40 yearsDex Trademark


696,000







696,000



IndefiniteQwest Dex Trademark agreement


133,000



(49,480
)


83,520



4-5 yearsAdvertising agreement


49,000



(5,683
)


43,317



14-15 yearsTotals

$
3,768,000


$
(734,341
)

$
3,033,659     (1)
    
    Amortization expense is calculated using a declining method in
    relation to estimated retention lives of acquired customers.   F-18




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
     2006

$
291,4002007


243,3412008


182,0352009


152,5992010


128,696Thereafter


993,886$
1,991,957   6.
    Long-Term
    Debt    December 31,2005


2004Dex Media East
    Notes Payable to Banks (equal right of payment):Notes payable to banks,
    Tranche A term loan, bearing interest at adjusted London
    Interbank Offering Rate (LIBOR) plus the current
    applicable interest spread of 1.25% (weighted average rate of
    5.51% at December 31, 2005), interest payable at various
    intervals based on interest rate periods, and principal payable
    quarterly, maturing in November 2008. The notes are secured by
    substantially all of Dex Media Easts assets. Due to the
    repricing characteristics of the debt, the carrying amount of
    the debt approximates fair value

$
321,981


$
474,654Notes payable to banks,
    Tranche B term loan, bearing interest at adjusted LIBOR
    plus the current applicable interest spread of 1.75% (weighted
    average rate of 5.99% at December 31, 2005), interest
    payable at various intervals based on interest rate periods, and
    principal payable quarterly, maturing in May 2009. The notes are
    secured by substantially all of Dex Media Easts assets.
    Due to the repricing characteristics of the debt, the carrying
    amount of the debt approximates fair value


433,517



494,630Revolving loan bearing interest at
    Alternative Base Rate (ABR) plus the current
    applicable spread of 0.25% or at adjusted LIBOR plus the current
    applicable interest spread of 1.25% (weighted average interest
    rate of 6.19% at December 31, 2005). The revolving loan is
    secured by substantially all of Dex Media Easts assets


17,000



 F-19




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  December 31,2005


2004Dex Media West
    Notes Payable to Banks (equal right of payment):Notes payable to banks,
    Tranche A term loan, bearing interest at adjusted LIBOR
    plus the current applicable interest spread of 1.25% (weighted
    average of 5.55% at December 31, 2005), interest payable at
    various intervals based on interest rate periods, and principal
    payable quarterly beginning on June 30, 2005, maturing in
    September 2009. The notes are secured by substantially all of
    Dex Media Wests assets. Due to the repricing
    characteristics of the debt, the carrying amount of the debt
    approximates fair value


339,379



492,848Notes payable to banks,
    Tranche B term loan, bearing interest at adjusted LIBOR
    plus the current applicable interest spread of 1.75% (weighted
    average of 6.05% at December 31, 2005), interest payable at
    various intervals based on interest rate periods, and principal
    payable quarterly beginning on June 30, 2005, maturing in
    March 2010. The notes are secured by substantially all of Dex
    Media Wests assets. Due to the repricing characteristics
    of the debt, the carrying amount of the debt approximates fair
    value


843,282



981,152Revolving loan bearing interest at
    ABR plus the current applicable spread of 0.25% or at adjusted
    LIBOR plus the current applicable interest spread of 1.25%
    (weighted average interest rate of 7.50% at December 31,
    2005). The revolving loan is secured by substantially all of Dex
    Media Wests assets


5,000



Dex Media East Unsecured
    Notes Payable (in descending order of right of
    payment):Unsecured senior notes payable,
    bearing interest at 9.875%, interest payable semi-annually (May
    and November), principal due in November 2009. At
    December 31, 2005, the fair value of the notes was
    $487.1 million


450,000



450,000Unsecured senior subordinated
    notes payable, bearing interest at 12.125%, interest payable
    semi-annually (May and November), principal due in November
    2012. At December 31, 2005, the fair value of the notes was
    $399.7 million


341,250



341,250Dex Media West Unsecured
    Notes Payable (in descending order of right of payment;
    senior notes equal right of payment):Unsecured senior notes payable,
    bearing interest at 8.5%, interest payable semi-annually
    (February and August), principal due in August 2010. At
    December 31, 2005 the fair value of the notes was
    $405.2 million


385,000



385,000Unsecured senior notes payable,
    bearing interest at 5.875%, interest payable semiannually (May
    and November), principal due in November 2011. At
    December 31, 2005, the fair value of the notes was
    $301.5 million


300,000



300,000Unsecured senior subordinated
    notes payable, bearing interest at 9.875%, interest payable
    semi-annually (February and August), principal due in August
    2013. At December 31, 2005, the fair value of the notes was
    $844.6 million


761,800



761,800 F-20




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  December 31,2005


2004Dex Media Unsecured
    Notes Payable (equal right of payment):Unsecured senior notes payable,
    bearing interest at 8%, interest payable semi-annually (May and
    November), principal due in November 2013. At December 31,
    2005, the fair value of the notes was $511.3 million


500,000



500,000Unsecured senior discount notes
    payable, prior to November 2008, interest accrues at the rate of
    9% per annum in the form of an increase in the initial accreted
    value of approximately $643 per $1,000 principal amount at
    maturity of the notes. Thereafter, cash interest on the discount
    notes will accrue and be payable at the rate of 9% per
    annum semi-annually (May and November), principal due in
    November 2013 ($750.0 million at maturity). At
    December 31, 2005, the fair value of the notes was
    $597.2 million


594,531



546,0485,292,740



5,727,382Less: current portion of long-term
    debt


(239,652
)


(189,534
)$
5,053,088


$
5,537,848     2006

$
239,6522007


239,3862008


453,3482009


1,287,3202010


575,452Thereafter


2,497,582$
5,292,740   Dex
    Media East Long-Term Debt:
  (Tranche B-Euros). Tranche B-Euros
  Tranche B-Euros
 F-21




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
  Tranche B-Euros
                 F-22




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
        Dex
    Media West Long-Term Debt:
        7 8
     F-23




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
              Dex
    Media Long-Term Debt:
     F-24




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   7.
    Derivative
    Instruments and Hedging Activities             F-25




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
      Tranche B-Euros. Tranche B-Euros
      7 8
  8.
    Comprehensive
    Income (Loss)   F-26




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
      Year Ended
    December 31,2005


2004


2003Net income (loss)

$
46,783


$
(50,776
)

$
(75,036
)Hedging losses reclassified, net
    of tax


(586
)


(3,752
)


(3,018
)Changes in fair value of
    derivatives, net of tax


2,687



6,990



2,509Comprehensive income (loss)

$
48,884


$
(47,538
)

$
(75,545
)   9.
    Stockholders
    Equity  (a)  Preferred
    stock
    (b)  Common
    stock
  10-for-1
  (c)  Dividends
       F-27




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
    (d)  Basic
    and Diluted Income (Loss) Per Common Share
  Year Ended
    December 31,2005


2004


2003(Dollars in thousands, exceptper share data)Net income (loss)

$
46,783


$
(50,776
)

$
(75,036
)Dividend accumulated on
    Series A Preferred Stock






(3,929
)


(8,594
)Income (loss) available to common
    shareholders

$
46,783


$
(54,705
)

$
(83,630
)Basic and Diluted income (loss)
    per share

$
0.31


$
(0.39
)

$
(1.09
)     Year Ended
    December 31,2005


2004


2003Denominator for basic net income
    (loss) per common share  weighted-average common
    shares outstanding


150,389,176



139,097,208



76,436,822Dilutive impact of options and
    unvested restricted stock outstanding


2,164,647







Denominator for diluted net income
    (loss) per common share  weighted-average
    diluted common shares outstanding


152,553,823



139,097,208



76,436,822     (e)  Rights
    Plan
   F-28




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
            (f)  Stock-Based
    Awards
     F-29




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
         F-30




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
     Weighted


WeightedNumber of


Average


AverageNumber


Shares


Exercise


Grant Dateof Options


Exercisable


Price


Fair ValueOptions outstanding at
    December 31, 2002


1,587,440






$
4.64Options:Granted below market price


224,480







4.64


$
0.68Granted at market price


3,179,540







4.64



1.37Options outstanding at
    December 31, 2003


4,991,460







4.64Options exercisable at
    December 31, 2003






953,350



4.64Options:Granted below market price


1,115,990







4.64



8.41Granted at market price


137,300







24.36



6.26Exercised


(953,350
)






4.64Forfeited


(298,598
)






4.64Options outstanding at
    December 31, 2004


4,992,802







5.19Options exercisable at
    December 31, 2004






1,194,522



4.64Options:Granted at market price


43,918







22.86



5.35Exercised


(314,578
)






4.64Forfeited


(96,682
)






5.71Options outstanding at
    December 31, 2005


4,625,460







5.38Options exercisable at
    December 31, 2005






2,341,773



4.93     Weighted Average



Weighted AverageWeighted Average



Remaining Contractual



Exercise PriceExercise Price

Options

Life (Years) of Options

Options

of OptionsRange

of Options Outstanding

Outstanding

Outstanding

Exercisable

Exercisable$4.64

$
4.64



4,449,492



7.51



2,307,448


$
4.64$21.43-26.10

$
23.99



175,968



9.06



34,325


$
24.364,625,460







2,341,773  F-31




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
     Year Ended
    December 31,2005


2004


2003Net income (loss):As reported

$
46,783


$
(50,776
)

$
(75,036
)Add: Stock-based employee
    compensation expense included in reported net income (loss), net
    of related tax effects


7,758



763



Deduct: 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
)


(256
)Pro forma

$
52,585


$
(51,382
)

$
(75,292
)Basic income (loss)per common
    share:As reported

$
0.31


$
(0.39
)

$
(1.09
)Pro forma


0.35



(0.40
)


(1.10
)Diluted income (loss) per common
    share:As reported

$
0.31


$
(0.39
)

$
(1.09
)Pro forma


0.34



(0.40
)


(1.10
)     7/22/04 -


1/1/04 -2005


12/31/04


7/21/04


2003Risk-free interest rate


3.93
%


3.53
%


3.21
%


3.19
%Expected dividend yield


1.50
%


1.50
%


0
%


0
%Expected option life (years)


5.0



5.0



5.0



5.0Expected stock price volatility


22.68
%


25.28
%


0
%


0
%  F-32




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   10.
    Income
    Taxes    Year Ended
    December 31,2005


2004


2003Federal:Deferred

$
26,347


$
(26,788
)

$
(40,177
)Long-term valuation allowance


3,821







State rate change






(105
)


Other


(4,507
)






Total Federal


25,661



(26,893
)


(40,177
)State and Local:Current


10







Deferred


4,820



(4,879
)


(7,552
)Long-term valuation allowance


697







State rate change






300



Other


1,588







Total State and Local


7,115



(4,579
)


(7,552
)Total income tax provision
    (benefit)

$
32,776


$
(31,472
)

$
(47,729
)     Year Ended
    December 31,2005


2004


2003Federal statutory rate


35.0
%


35.0
%


35.0
%State income taxes, net


3.9



3.9



4.3Permanent differences


0.4







Valuation allowance


5.6







Other


(3.7
)


(0.6
)


(0.4
)Effective tax rate


41.2
%


38.3
%


38.9
%   15-year
   F-33




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
      As of
    December 31,2005


2004Assets:Book/tax difference in amounts
    owed to related party for employee benefit expenses not
    currently deductible

$
5,218


$
2,667Book/tax difference in post
    employment benefit expenses not currently deductible


14,392



8,627Net operating loss carryforward


82,940



107,294Depreciation


6,080



Allowance for doubtful accounts


8,992



9,567Mark-to-market
    adjustments






502Other expenses not currently
    deductible


1,604



2,788Total Assets

$
119,226


$
131,445Liabilities:Book/tax difference in employee
    benefit expenses previously deducted


455



876Amortization of goodwill and other
    intangibles


26,446



25,395Depreciation


20,596



6,438Mark-to-market
    adjustments


836



Other expenses previously deducted


1,339



149Total Liabilities

$
49,672


$
32,858Valuation AllowanceCapitalized merger costs

$
4,518


$
   mark-to-market
       F-34




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   11.
    Employee
    Benefit Plans  (a)  Pension
    and other post-retirement benefits
  (i)  General
    description
      No. FAS 106-1, Accounting and Disclosure Requirements Related to the
    Medicare Prescription Drug, Improvement and Modernization Act of
    2003,
     F-35




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   (ii)  Obligations
    and funded status (in thousands)
  Pension Benefit


Post-Retirement
    BenefitsYear Ended


Year EndedDecember 31,


December 31,2005


2004


2005


2004Change in benefit
    obligationProjected benefit obligation at
    beginning of period

$
218,939


$
202,781


$
63,206


$
55,479Service cost


9,769



10,467



2,334



2,570Interest cost


11,959



12,695



3,741



3,581Amendments














Actuarial loss (gain)


7,781



15,566



(2,541
)


2,294Benefits paid


(1,053
)


(22,570
)


(1,631
)


(718
)Plan settlements


(52,751
)










Projected benefit obligation at
    end of period

$
194,644


$
218,939


$
65,109


$
63,206Change in plan assetsFair value of plan assets at
    beginning of period

$
198,340


$
194,025


$



$
Actual return on plan assets


11,345



26,885







Employer contribution










1,631



718Benefits paid


(1,053
)


(22,570
)


(1,631
)


(718
)Plan settlements


(52,751
)










Fair value of plan assets at end
    of period

$
155,881


$
198,340


$



$
Funded status

$
(38,763
)

$
(20,599
)

$
(65,109
)

$
(63,206
)Unrecognized net actuarial loss


10,584



1,827



4,102



6,687Unrecognized prior service cost


(1,557
)


(1,765
)


(3,568
)


(4,039
)Total accrued liabilities

$
(29,736
)

$
(20,537
)

$
(64,575
)

$
(60,558
)     (iii)  Components
    of net periodic benefit cost (in thousands)
  Pension Benefit


Post-Retirement
    BenefitsYear Ended


Year EndedDecember 31,


December 31,2005


2004


2003


2005


2004


2003Service cost

$
9,769


$
10,467


$
6,512


$
2,334


$
2,570


$
1,230Interest cost


11,959



12,695



8,494



3,741



3,581



2,426Amortization of prior service costs


(208
)


(208
)






(470
)


(471
)


Expected return on plan assets


(15,629
)


(16,246
)


(9,700
)










Recognized net actuarial loss














43



96



Loss from plan settlement


3,307



















Total net periodic benefit cost

$
9,198


$
6,708


$
5,306


$
5,648


$
5,776


$
3,656  F-36




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   Employers
    Accounting for Pensions,
  Employers Accounting for Settlements and
    Curtailments of Defined Benefit Plans and for Termination
    Benefits.
  (iv)  Assumptions
    Pension Benefits


Post-Retirement
    BenefitsAugust 2-


January 1-December 31,


August 1,2005


2005


2004


2003


2005


2004


2003Weighted average discount rate


5.50
%


6.00
%


6.25
%


6.50
%


6.00
%


6.25
%


6.50
%Weighted average rate of
    compensation increase


4.00
%


4.00
%


4.00
%


4.65
%


N/A



N/A



N/AExpected long-term rate of return
    on plan assets


9.00
%


9.00
%


9.00
%


8.00
%


N/A



N/A



N/AInitial healthcare cost trend rate


N/A



N/A



N/A



N/A



9.50
%


10.00
%


10.00
%Ultimate healthcare cost trend rate


N/A



N/A



N/A



N/A



5.00
%


5.00
%


5.00
%Year ultimate trendrate is reached


N/A



N/A



N/A



N/A



2014



2014



2013     Pension Benefits


Post-Retirement
    Benefits2005


2004


2005


2004Weighted average discount rate


5.75
%


6.00
%


5.75
%


6.00
%Weighted average rate of
    compensation increase


4.00
%


4.00
%


N/A



N/AInitial healthcare cost trend rate


N/A



N/A



9.00
%


9.50
%Ultimate healthcare cost trend rate


N/A



N/A



5.00
%


5.00
%Year ultimate trend rate is reached


N/A



N/A



2014



2014  F-37




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
       One Percent ChangeIncrease

DecreaseEffect on the aggregate of the
    service and interest cost components of net periodic
    post-retirement benefit cost (statement of operations)

$
214


$
(184
)Effect on accumulated
    post-retirement benefit obligation (balance sheet)

$
1,819


$
(1,593
)   (v)  Plan
    assets
    Plan Assets at

AssetDecember 31,

Allocation2005

TargetAsset CategoryEquity Securities


68
%


65
%Debt Securities


25
%


26
%Real Estate


5
%


5
%Cash


2
%


4
%Total


100
%


100
%        F-38




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
     (vi)  Cash
    flows
    2006-2010 2011-2015
  Pension


Post-RetirementBenefits


Benefits2006

$
22,509


$
2,8302007


14,995



2,2892008


15,286



2,8212009


16,455



3,3552010


17,276



3,9042011-2015


89,733



26,069     (vii)  Subsequent
    Events
    (b)  401(k)
    plan
     F-39




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
   12.
    Commitments
    and Contingencies  (a)  Lease
    commitments
    2006

$
11,9122007


10,7632008


8,5912009


5,5582010


3,750Thereafter


7,097$
47,671   Accounting for Leases
    (b)  Litigation
    (c)  Collective
    Bargaining Agreement
    13.
    Related
    Party Transactions   F-40




---



##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
      14.
    Subsequent
    Events          Tranche B-1
 F-41




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##### Table of Contents



DEX MEDIA
    INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED
    FINANCIAL STATEMENTS  (Continued)
              F-42




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rule 13a-15(f)
      pages F-2 F-3
  Changes
    in Internal Controls
    ITEM 9B.
    OTHER
    INFORMATION   36




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT  Form 10-K.
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K.
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K.
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS  Form 10-K.
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    2005


2004Audit
    fees(1)

$
1,996,860


$
1,997,700Audit-related
    fees(2)


202,500



Tax
    fees(3)


27,525



86,158All other fees






Total fees

$
2,226,885


$
2,083,858     (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 our merger with Donnelley.(3)
    
    Tax fees consisted principally of fees for tax consultation and
    tax compliance activities.   37




---



##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Consolidated Financial
    Statements.
  PageReport of Independent Registered
    Public Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2005 and 2004


F-4Consolidated Statements of
    Operations for the years ended December 31, 2005, 2004 and
    2003


F-5Consolidated Statements of Cash
    Flows for the years ended December 31, 2005, 2004 and 2003


F-6Consolidated Statements of Changes
    in Stockholders Equity and Comprehensive Income (Loss) for
    the years ended December 31, 2005, 2004 and 2003


F-7Notes to Consolidated Financial
    Statements


F-8   Financial Statement Schedules.
  Exhibits
  Number

Description2
.1+

Purchase Agreement, dated as of
    August 19, 2002, by and between Qwest Dex, Inc., Qwest
    Services Corporation, and Qwest Communications International
    Inc., on the one hand, and Dex Holdings LLC, on the other hand.2
.2+

Amendment No. 1 dated
    September 9, 2003 to Purchase Agreement, dated as of
    August 19, 2002, by and between Qwest Dex, Inc., Qwest
    Services Corporation, and Qwest Communications International
    Inc., on the one hand, and Dex Holdings LLC, on the other hand2
.3

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.2
.4

Certificate of Merger of Dex
    Media, Inc. into Forward Acquisition Corp.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
    Forward Acquisition Corp.3
.4

Certificate of Amendment to the
    Certificate of Incorporation of Forward Acquisition Corp.3
.5

Bylaws of 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
    97/8% 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. 38




---



##### Table of Contents



Number

Description4
.8+

Form of
    97/8% Senior
    Notes due 2009 (included in exhibit 4.7)4
.9+

Senior Subordinated
    Note Indenture with respect to the
    121/8% 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
    121/8% Senior
    Subordinated Notes due 2012 (included in exhibit 4.9)4
.11+

Senior Note Indenture with
    respect to the
    81/2% 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
    81/2% Senior
    Notes due 2010 (included in exhibit 4.11).4
.13+

Senior Subordinated
    Note Indenture with respect to the
    97/8% 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
    97/8% Senior
    Subordinated Notes due 2013 (included in exhibit 4.13)4
.15++

Form of Rights Plan.4
.16++

Specimen common stock certificate.4
.17

Indenture with respect to the
    57/8% 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
.18

Form of
    57/8% 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
.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 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).4
.20

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
.21

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. 39




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##### Table of Contents



Number

Description10
.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).10
.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). 40




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##### Table of Contents



Number

Description10
.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++

Form of Amended and Restated
    Management Consulting Agreement among Dex Media East LLC and The
    Carlyle Group.10
.16++

Form of Amended and Restated
    Management Consulting Agreement among Dex Media East LLC and
    Welsh, Carson, Anderson & Stowe.10
.17++

Form of Amended and Restated
    Management Consulting Agreement among Dex Media West LLC and The
    Carlyle Group.10
.18++

Form of Amended and Restated
    Management Consulting Agreement among Dex Media West LLC and
    Welsh, Carson, Anderson & Stowe10
.19++

Sponsor Stockholders Agreement
    among Dex Media, Inc., Carlyle Partners III, L.P.,
    CP III Coinvestment L.P., Carlyle-Dex Partners L.P.,
    Carlyle-Dex Partners II, L.P., Carlyle High Yield Partners,
    L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD GP
    Associates LLC, WD Investors LLC and A.S.F. Co-Investment
    Partners, L.P.10
.20+

Joinder Agreement to the Dex
    Holdings LLC Equityholders Agreement, effective as of
    April 30, 2003.10
.21+

Agreement Among Members (Dex
    Holdings LLC) among Carlyle Partners III, L.P.,
    Carlyle-Dex Partners L.P., Carlyle-Dex Partners II
    L.P., Welsh, Carson, Anderson & Stowe IX, L.P.,
    WD Investors LLC, Dex Holdings LLC, Dex Media, Inc., Dex
    Media East, Inc. and Dex Media East LLC, dated November 8,
    2002.10
.22+

First Amendment to the Agreement
    Among Members (Dex Holdings LLC) among Carlyle
    Partners III, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex
    Partners II L.P., Welsh, Carson, Anderson & Stowe
    IX, L.P., WD Investors LLC, Dex Holdings LLC, Dex Media, Inc.,
    Dex Media East, Inc., Dex Media East LLC, Dex Media West, Inc.
    and Dex Media West LLC, dated September 8, 2003.10
.23+

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
.24+*

Employment Agreement, effective as
    of November 8, 2002, by and between George Burnett and Dex
    Media, Inc.10
.25+*

Employment Agreement, effective as
    of January 2, 2003, by and between Robert M.
    Neumeister, Jr. and Dex Media, Inc.10
.26+*

Employment Agreement, effective as
    of November 8, 2002, by and between Marilyn B. Neal and
    Dex Media, Inc.10
.27+*

Employment Agreement, effective as
    of November 8, 2002, by and between Maggie Le Beau and
    Dex Media, Inc.10
.28+*

Employment Agreement, effective as
    of January 2, 2003, by and between Linda Martin and
    Dex Media, Inc.10
.29+*

Employment Agreement, effective as
    of November 8, 2002, by and between Kristine Shaw and
    Dex Media, Inc.10
.30+*

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
.31+*

Stock Option Plan of Dex Media,
    Inc., effective as of November 8, 2002.10
.32+*

First Amendment to Stock Option
    Plan of Dex Media, Inc., effective as of September 9, 2003.10
.33+*

Second Amendment to Stock Option
    Plan of Dex Media, Inc., effective as of December 18, 2003.10
.34+

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. 41




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##### Table of Contents



Number

Description10
.35+

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
.36+

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
.37*

Dex Media, Inc. 2004 Incentive
    Award Plan (incorporated by reference to our Registration
    Statement on
    Form S-8
    (File
    No. 333-120631),
    filed on November 19, 2004).10
.38*

Dex Media, Inc. Senior Executive
    Incentive Bonus Plan (incorporated by reference to our Current
    Report on
    Form 8-K
    dated February 17, 2005).10
.39*

Form of Restricted Stock Agreement
    pursuant to the 2004 Incentive Award Plan of Dex Media, Inc.
    (incorporated by reference to our Current Report on
    Form 8-K
    dated March 4, 2005).10
.40

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 our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005).10
.41*

Dex Media, Inc. Deferred
    Compensation Plan (incorporated by reference to our Current
    Report on
    Form 8-K
    dated May 17, 2005).10
.42*

Dex Media, Inc. Corporate Aircraft
    Policy (incorporated by reference to our Current Report on
    Form 8-K
    dated May 17, 2005).10
.43*

Dex Media, Inc. Financial Planning
    Benefit (incorporated by reference to our Current Report on
    Form 8-K
    dated May 17, 2005).10
.44*

Dex Media, Inc. 2005 Bonus Plan
    Targets (incorporated by reference to our Current Report on
    Form 8-K
    dated May 17, 2005).10
.45

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 our Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005).10
.46

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 our Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005).10
.47*

Retirement and General Release
    Agreement dated October 5, 2005, by and between Dex Media,
    Inc. and Robert M. Neumeister, Jr. (incorporated by
    reference to our Current Report on
    Form 8-K
    dated October 2, 2005).10
.48

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.
    (included in Exhibit 2.3).10
.49*

Letter Agreement dated
    October 2, 2005, by and between Dex Media, Inc. and George
    Burnett (incorporated by reference to our Current Report on
    Form 8-K/A
    dated October 18, 2005).10
.50*

Letter Agreement dated
    October 2, 2005, by and between Dex Media, Inc. and Marilyn
    Neal (incorporated by reference to our Current Report on
    Form 8-K/A
    dated October 18, 2005).10
.51*

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 our
    Current Report on
    Form 8-K/A
    dated October 18, 2005). 42




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##### Table of Contents



Number

Description10
.52*

Form of Letter Agreement dated
    October 2, 2005, by and between Dex Media, Inc. and each of
    its Vice Presidents (incorporated by reference to our Current
    Report on
    Form 8-K/A
    dated October 18, 2005).10
.53*

Letter Agreement dated
    December 19, 2005, by and between Dex Media, Inc. and Linda
    A. Martin (incorporated by reference to our Current Report on
    Form 8-K/A
    dated December 21, 2005).10
.54*

Letter Agreement dated
    December 19, 2005, by and between Dex Media, Inc. and
    George A. Burnett (incorporated by reference to our Current
    Report on
    Form 8-K
    dated December 19, 2005).10
.55*

Letter Agreement dated
    December 19, 2005, by and between Dex Media, Inc. and Scott
    A. Pomeroy (incorporated by reference to our Current Report on
    Form 8-K
    dated December 19, 2005).10
.56*

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 our Current Report on
    Form 8-K
    dated December 19, 2005).10
.57*

Letter Agreement dated
    December 19, 2005, by and between Dex Media, Inc. and
    Robert M. Neumeister, Jr. (incorporated by reference to our
    Current Report on
    Form 8-K
    dated December 19, 2005).10
.58*

Letter Agreement dated
    December 19, 2005, by and between Dex Media, Inc. and
    Marilyn B. Neal (incorporated by reference to our Current Report
    on
    Form 8-K
    dated December 19, 2005).10
.59

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 Dex Media, Inc.s current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 6, 2006).10
.60

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 Dex Media, Inc.s Current Report on
    Form 8-K
    filed wit the Securities and Exchange commission on
    February 6, 2006).10
.61

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 Dex Media, Inc.s Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 6, 2006).10
.62

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 Dex Medias Current Report of
    Form 8-K
    filed with the Securities and Exchange commission on
    February 6, 2006).12
.1

Statement of Computation of Ratio
    of Earnings to Fixed Charges and Ratio of Total Debt to
    Owners Equity.31
.1

Certification of Chief Executive
    Officer of Dex Media, Inc. pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial
    Officer of Dex Media, Inc. pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32
.1++++

Certification of Chief Executive
    Officer and Chief Financial Officer of Dex Media, Inc. pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.     +
    
    Incorporated by reference to our Registration Statement on
    Form S-4
    (File
    No. 333-114472),
    declared effective on May 14, 2004.++
    
    Incorporated by reference to our Registration Statement on
    Form S-1
    (File
    No. 333-115489)
    and amendments thereto, declared effective on July 21, 2004. 43




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##### Table of Contents



+++
    
    Incorporated by reference to our Registration Statement on
    Form S-1
    (File
    No. 333-121859)
    and amendments thereto, declared effective on January 25,
    2005.++++
    
    Exhibit 32.1 is being furnished solely to accompany this
    report pursuant to U.S.C. § 1350, and is not being filed
    for purposes of Section 18 of the Securities Exchange Act
    of 1934, as amended, and is not to be incorporated by reference
    into any of our filings, whether made before or after the date
    hereof, regardless of any general incorporation language in such
    filing.*
    
    Identifies each management contract or compensatory plan or
    arrangement. 44




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##### Table of Contents



SIGNATURES      By:
    /s/  SCOTT
    A. POMEROY   Chief Financial Officer
      Signature

Titles

Date/s/  GEORGE
    A. BURNETTGeorge
    A. Burnett

President and Chief Executive
    Officer
    (Principal Executive Officer)

March 16, 2006/s/  SCOTT
    A. POMEROYScott
    A. Pomeroy

Chief Financial Officer
    (Principal Financial and Accounting Officer)

March 16, 2006/s/  STEVEN
    M. BLONDYSteven
    M. Blondy

Director

March 16, 2006/s/  ROBERT
    J. BUSHRobert
    J. Bush

Director

March 16, 2006/s/  JENNY
    L. APKERJenny
    L. Apker

Director

March 16, 2006  45




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##### Table of Contents



SUPPLEMENTAL
    INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
    TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE
    NOT
    REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE
    ACT
   46




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##### Table of Contents



EXHIBIT
    INDEX
  Number

Description2
.1+

Purchase Agreement, dated as of
    August 19, 2002, by and between Qwest Dex, Inc., Qwest
    Services Corporation, and Qwest Communications International
    Inc., on the one hand, and Dex Holdings LLC, on the other hand.2
.2+

Amendment No. 1 dated
    September 9, 2003 to Purchase Agreement, dated as of
    August 19, 2002, by and between Qwest Dex, Inc., Qwest
    Services Corporation, and Qwest Communications International
    Inc., on the one hand, and Dex Holdings LLC, on the other hand.2
.3

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.2
.4

Certificate of Merger of Dex
    Media, Inc. into Forward Acquisition Corp.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 the
    Forward Acquisition Corp.3
.4

Certificate of Amendment to the
    Certificate of Incorporation of Forward Acquisition Corp.3
.5

Bylaws of 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
    97/8% 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
    97/8% Senior
    Notes due 2009 (included in exhibit 4.7)4
.9+

Senior Subordinated
    Note Indenture with respect to the
    121/8% 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
    121/8% Senior
    Subordinated Notes due 2012 (included in exhibit 4.9)4
.11+

Senior Note Indenture with
    respect to the
    81/2% 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
    81/2% Senior
    Notes due 2010 (included in exhibit 4.11).4
.13+

Senior Subordinated
    Note Indenture with respect to the
    97/8% 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
    97/8% Senior
    Subordinated Notes due 2013 (included in exhibit 4.13)4
.15++

Form of Rights Plan.4
.16++

Specimen common stock certificate. 47




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##### Table of Contents



Number

Description4
.17

Indenture with respect to the
    57/8% 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
.18

Form of
    57/8% 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
.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 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).4
.20

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
.21

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. 48




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##### Table of Contents



Number

Description10
.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).10
.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++

Form of Amended and Restated
    Management Consulting Agreement among Dex Media East LLC and The
    Carlyle Group.10
.16++

Form of Amended and Restated
    Management Consulting Agreement among Dex Media East LLC and
    Welsh, Carson, Anderson & Stowe.10
.17++

Form of Amended and Restated
    Management Consulting Agreement among Dex Media West LLC and The
    Carlyle Group.10
.18++

Form of Amended and Restated
    Management Consulting Agreement among Dex Media West LLC and
    Welsh, Carson, Anderson & Stowe. 49




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##### Table of Contents



Number

Description10
.19++

Sponsor Stockholders Agreement
    among Dex Media, Inc., Carlyle Partners III, L.P.,
    CP III Coinvestment L.P., Carlyle-Dex Partners L.P.,
    Carlyle-Dex Partners II, L.P., Carlyle High Yield Partners,
    L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD GP
    Associates LLC, WD Investors LLC and A.S.F. Co-Investment
    Partners, L.P.10
.20+

Joinder Agreement to the Dex
    Holdings LLC Equityholders Agreement, effective as of
    April 30, 2003.10
.21+

Agreement Among Members (Dex
    Holdings LLC) among Carlyle Partners III, L.P.,
    Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P.,
    Welsh, Carson, Anderson & Stowe IX, L.P., WD Investors
    LLC, Dex Holdings LLC, Dex Media, Inc., Dex Media East, Inc. and
    Dex Media East LLC, dated November 8, 2002.10
.22+

First Amendment to the Agreement
    Among Members (Dex Holdings LLC) among Carlyle
    Partners III, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex
    Partners II L.P., Welsh, Carson, Anderson & Stowe
    IX, L.P., WD Investors LLC, Dex Holdings LLC, Dex Media, Inc.,
    Dex Media East, Inc., Dex Media East LLC, Dex Media West, Inc.
    and Dex Media West LLC, dated September 8, 2003.10
.23+

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
.24+*

Employment Agreement, effective as
    of November 8, 2002, by and between George Burnett and
    Dex Media, Inc.10
.25+*

Employment Agreement, effective as
    of January 2, 2003, by and between Robert M.
    Neumeister, Jr. and Dex Media, Inc.10
.26+*

Employment Agreement, effective as
    of November 8, 2002, by and between Marilyn B. Neal and
    Dex Media, Inc.10
.27+*

Employment Agreement, effective as
    of November 8, 2002, by and between Maggie Le Beau and
    Dex Media, Inc.10
.28+*

Employment Agreement, effective as
    of January 2, 2003, by and between Linda Martin and
    Dex Media, Inc.10
.29+*

Employment Agreement, effective as
    of November 8, 2002, by and between Kristine Shaw and
    Dex Media, Inc.10
.30+*

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
.31+*

Stock Option Plan of Dex Media,
    Inc., effective as of November 8, 2002.10
.32+*

First Amendment to Stock Option
    Plan of Dex Media, Inc., effective as of September 9, 2003.10
.33+*

Second Amendment to Stock Option
    Plan of Dex Media, Inc., effective as of December 18, 2003.10
.34+

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
.35+

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
.36+

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
.37*

Dex Media, Inc. 2004 Incentive
    Award Plan (incorporated by reference to our Registration
    Statement on
    Form S-8
    (File
    No. 333-120631),
    filed on November 19, 2004). 50




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##### Table of Contents



Number

Description10
.38*

Dex Media, Inc. Senior Executive
    Incentive Bonus Plan (incorporated by reference to our Current
    Report on
    Form 8-K
    dated February 17, 2005).10
.39*

Form of Restricted Stock Agreement
    pursuant to the 2004 Incentive Award Plan of Dex Media, Inc.
    (incorporated by reference to our Current Report on
    Form 8-K
    dated March 4, 2005).10
.40

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 our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005).10
.41*

Dex Media, Inc. Deferred
    Compensation Plan (incorporated by reference to our Current
    Report on
    Form 8-K
    dated May 17, 2005).10
.42*

Dex Media, Inc. Corporate Aircraft
    Policy (incorporated by reference to our Current Report on
    Form 8-K
    dated May 17, 2005).10
.43*

Dex Media, Inc. Financial Planning
    Benefit (incorporated by reference to our Current Report on
    Form 8-K
    dated May 17, 2005).10
.44*

Dex Media, Inc. 2005 Bonus Plan
    Targets (incorporated by reference to our Current Report on
    Form 8-K
    dated May 17, 2005).10
.45

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 our Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005).10
.46

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 our Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2005).10
.47*

Retirement and General Release
    Agreement dated October 5, 2005, by and between Dex Media,
    Inc. and Robert M. Neumeister, Jr. (incorporated by
    reference to our Current Report on
    Form 8-K
    dated October 2, 2005).10
.48

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.
    (included in Exhibit 2.3).10
.49*

Letter Agreement dated
    October 2, 2005, by and between Dex Media, Inc. and George
    Burnett (incorporated by reference to our Current Report on
    Form 8-K/A
    dated October 18, 2005).10
.50*

Letter Agreement dated
    October 2, 2005, by and between Dex Media, Inc. and Marilyn
    Neal (incorporated by reference to our Current Report on
    Form 8-K/A
    dated October 18, 2005).10
.51*

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 our
    Current Report on
    Form 8-K/A
    dated October 18, 2005).10
.52*

Form of Letter Agreement dated
    October 2, 2005, by and between Dex Media, Inc. and each of
    its Vice Presidents (incorporated by reference to our Current
    Report on
    Form 8-K/A
    dated October 18, 2005). 51




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##### Table of Contents



Number

Description10
.53*

Letter Agreement dated
    December 19, 2005, by and between Dex Media, Inc. and Linda
    A. Martin (incorporated by reference to our Current Report on
    Form 8-K/A
    dated December 21, 2005).10
.54*

Letter Agreement dated
    December 19, 2005, by and between Dex Media, Inc. and
    George A. Burnett (incorporated by reference to our Current
    Report on
    Form 8-K
    dated December 19, 2005).10
.55*

Letter Agreement dated
    December 19, 2005, by and between Dex Media, Inc. and Scott
    A. Pomeroy (incorporated by reference to our Current Report on
    Form 8-K
    dated December 19, 2005).10
.56*

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 our Current Report on
    Form 8-K
    dated December 19, 2005).10
.57*

Letter Agreement dated
    December 19, 2005, by and between Dex Media, Inc. and
    Robert M. Neumeister, Jr. (incorporated by reference to our
    Current Report on
    Form 8-K
    dated December 19, 2005).10
.58*

Letter Agreement dated
    December 19, 2005, by and between Dex Media, Inc. and
    Marilyn B. Neal (incorporated by reference to our Current Report
    on
    Form 8-K
    dated December 19, 2005).10
.59

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 Dex Media,
    Inc.s current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 6, 2006).10
.60

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 Dex Media, Inc.s Current Report on
    Form 8-K
    filed wit the Securities and Exchange commission on
    February 6, 2006).10
.61

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 Dex Media, Inc.s Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 6, 2006).10
.62

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 Dex Medias Current Report of
    Form 8-K
    filed with the Securities and Exchange commission on
    February 6, 2006).12
.1

Statement of Computation of Ratio
    of Earnings to Fixed Charges and Ratio of Total Debt to
    Owners Equity.31
.1

Certification of Chief Executive
    Officer of Dex Media, Inc. pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.31
.2

Certification of Chief Financial
    Officer of Dex Media, Inc. pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.32
.1++++

Certification of Chief Executive
    Officer and Chief Financial Officer of Dex Media, Inc. pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.     +
    
    Incorporated by reference to our Registration Statement on
    Form S-4
    (File
    No. 333-114472),
    declared effective on May 14, 2004.++
    
    Incorporated by reference to our Registration Statement on
    Form S-1
    (File
    No. 333-115489)
    and amendments thereto, declared effective on July 21, 2004. 52




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##### Table of Contents



+++
    
    Incorporated by reference to our Registration Statement on
    Form S-1
    (File
    No. 333-121859)
    and amendments thereto, declared effective on January 25,
    2005.++++
    
    Exhibit 32.1 is being furnished solely to accompany this
    report pursuant to 18 U.S.C. § 1350, and is not being filed
    for purposes of Section 18 of the Securities Exchange Act
    of 1934, as amended, and is not to be incorporated by reference
    into any of our filings, whether made before or after the date
    hereof, regardless of any general incorporation language in such
    filing.*
    
    Identifies each management contract or compensatory plan or
    arrangement. 53