##### 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 1934
 For
the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 333-131626
 DEX MEDIA, INC.
  Delaware
    
    20-4059762(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code ( 919) 297-1600
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 þ o
 o þ
 o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)
Smaller reporting company o o þ
  THE REGISTRANT IS A WHOLLY-OWNED SUBSIDIARY OF R.H. DONNELLEY CORPORATION. THE REGISTRANT MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING
THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
  DOCUMENTS INCORPORATED BY REFERENCE
None




---



##### 



TABLE OF CONTENTS
 PART I
    
    
    3Item 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    15Item 1B.
    
    Unresolved Staff Comments
    
    
    26Item 2.
    
    Properties
    
    
    27Item 3.
    
    Legal Proceedings
    
    
    27Item 4.*
    
    Submission of Matters to a Vote of Security Holders
    
    
    28PART II
    
    
    28Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    28Item 6.**
    
    Selected Financial Data
    
    
    28Item 7.***
    
    Managements Narrative Analysis of Results of Operations
    
    
    29Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    51Item 8.
    
    Financial Statements and Supplementary Data
    
    
    F-1Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
    
    
    53Item 9A.
    
    Controls and Procedures
    
    
    53Item 9B.
    
    Other Information
    
    
    54PART III
    
    
    54Item 10.*
    
    Directors, Executive Officers and Corporate Governance
    
    
    54Item 11.*
    
    Executive Compensation
    
    
    54Item 12.*
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    54Item 13.*
    
    Certain Relationships and Related Transactions and Director Independence
    
    
    54Item 14.
    
    Principal Accountant Fees and Services
    
    
    54PART IV
    
    
    55Item 15.
    
    Exhibits and Financial Statement Schedules
    
    
    55Signatures
    
    
    
    
    60EX-31.1EX-31.2EX-32.1
  
 *
    
    Omitted pursuant to General Instruction I(2)(c) of Form 10-K.**
    
    Omitted pursuant to General Instruction I(2)(a) of Form 10-K.***
    
    Pursuant to General Instruction I(2)(a) of Form 10-K: (i) the information called for by Item
7, Managements Discussion and Analysis of Financial Condition and Results of Operations, has
been omitted and (ii) the registrant is providing a Managements Narrative Analysis of Results
of Operations. 2




---



##### Table of Contents



PART I
 
 ITEM 1. BUSINESS.
 General
 www.dexknows.com ®
  Corporate Overview
  
    
    We provide simple, cost effective marketing solutions to our advertisers that generate a
large volume of ready-to-buy consumers for their local businesses.
    
    We provide local search solutions to consumers that are easy to use and deliver highly
relevant search results through a variety of print and online media platforms.
   
    
    Brand:Our Dex brand provides differentiation and an ability to leverage the
capabilities of our print products into other media, such as online and mobile;
    
    Advertisers:Strong, long-term relationships with our advertisers;
    
    Products:Our Triple Play local search solutions target consumers who are closer to
making purchase decisions;
    
    Channel:We manage a large, established local sales organization; and
    
    Content:Our proprietary database contains up-to-date information for more than
400,000 national and local businesses in 14 states and an infrastructure to service these
national and local advertisers.
 3




---



##### Table of Contents



Significant Financing Developments
   Accounting for Derivative Instruments and Hedging
Activities
  Historical Overview
   4




---



##### Table of Contents



Segment Reporting
  Business Overview
    Products and Services
  Marketing consultation
 
    
    Assessment of marketing programs and advertisements;
    
    Professional advertising design and copywriting; and
    
    Recommendations for advertising placement.
 Research and data
 
    
    Industry-specific research and information;
    
    Market-specific research and information; and
    
    In-depth understanding of how consumers search for businesses and what influences them
to buy from one versus another.
 5




---



##### Table of Contents



Distribution of advertiser business information where consumers search
 
    
    Dex yellow pages;
    
    Dex white pages;
    
    dexknows.com;
    
    Dex Search Network, which includes strategic partnerships with some of the best known
online media companies, such as Google and Yahoo!;
    
    1-800-CALLDEX; and
    
    B2B Services of Business.com and Work.com.
 Triple Play Overview
   Print Products and Services
    Yellow Pages
  6




---



##### Table of Contents



Listing options
 In-column advertising options
 Display advertising options
 White Pages
   Specialty/Awareness Products
  Online Products and Services
 dexknows.com
   7




---



##### Table of Contents




    
    Yahoo! Local Featured Listingssponsored listings with guaranteed placement on the
first or second results pages for broader exposure in a specific geography or category.
    
    Yahoo! Local Enhanced Listingssponsored listings that offer the ability to add a
detailed description of their business, photos, a tagline and coupons to create greater
online visibility for businesses and enhance their appearance within organic results.
    
    Yahoo! Maps Business Listingssponsored listings within the context of a map-based
view.
    
    Yahoo! Yellow Pages dexknows.com advertisers are given a presence in the search
results for Yahoo! Yellow Pages search.
 Dex Search Network
   
    
    Storefront Profileconstructs a simple but content rich presence on the web for the
advertiser that is designed to rank well within the organic portion of search engine
results pages.
    
    Distributionprovides the advertisers information and business information to multiple
local search platforms including Yahoo! Local, Google Local and Local.com.
    
    Paid Searchdevelops, deploys and manages effective search marketing campaigns across
major search platforms, such as Google and Yahoo!, on behalf of the advertiser.
    
    Reportingprovides transparent, real-time results, such as click and call activity that
occurs on the advertisers website or Storefront Profile.
 8




---



##### Table of Contents



Business.com
   Business Cycle Overview
   Sales
    Premise local marketing consultants
 Telephone local marketing consultants
 Locally centralized sales
 9




---



##### Table of Contents



Marketing
   Publishing and Information Services
  Printing and Distribution
  10




---



##### Table of Contents



Online Production and Distribution
    Credit, Collections and Bad Debt Expense
     11




---



##### Table of Contents



Competition
      Raw Materials
  12




---



##### Table of Contents



Agreements Between Us, Dex Media East and/or Dex Media West and Qwest
  
    
    Publishing Agreement.Pursuant to a publishing agreement, Qwest granted us the right to
be the exclusive official directory publisher of listings and classified advertisements of
Qwests telephone customers in the geographic areas in the Dex States in which Qwest
provides local telephone service. This agreement granted us the right to identify ourselves
(including on our websites) as Qwests exclusive official directory publisher for its
legally required directories, as well as certain other directories in Qwests service areas
in the Dex States. This agreement will remain in effect for 50 years from November 8, 2002
and will automatically renew for additional one year terms unless either Qwest or we provide
12 months notice of termination.
    
    Non-Competition and Non-Solicitation Agreement.Under a non-competition and
non-solicitation agreement, Qwest agreed, for a period of 40 years after November 8, 2002,
not to sell directory products consisting principally of listings and classified
advertisements for subscribers in the geographic areas in the Dex States in which Qwest
provides local telephone service directed primarily at customers in those geographic areas.
The non-solicitation provisions contained in this agreement have expired.
    
    Billing and Collection Services Agreement.Pursuant to a billing and collection services
agreement (which was renewed effective November 1, 2004), Qwest will continue until 2010 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 2008, Qwest billed approximately
6% of our local revenue on our behalf, and we billed the remaining 94% 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.
  Intellectual Property
  13




---



##### Table of Contents




    
    improve the consumer experience on dexknows.com;
    
    implement PBA on dexknows.com; and
    
    implement an advertising network for dexknows.com.
    Employees
  14




---



##### Table of Contents



ITEM 1A. RISK FACTORS
 Forward-Looking Information
   Risks Related to our Financial Condition and Capital Structure
 1) Our ability to meet substantial debt service obligations
   
    
    our ability to obtain additional financing on satisfactory terms or at all to fund
working capital requirements, capital expenditures, acquisitions, investments, debt service
requirements, debt repurchases, dividends and other general corporate requirements is
limited;
    
    our ability to borrow additional funds or refinance existing indebtedness may be
limited;
    
    we are more vulnerable to general economic downturns, competition and industry
conditions, which could place us at a competitive disadvantage compared to our competitors
that may be less leveraged;
    
    we face increased exposure to rising interest rates as a portion of our debt is at
variable interest rates;
    
    we have reduced availability of cash flow to fund working capital requirements, capital
expenditures, acquisitions or other strategic initiatives, investments and other general
corporate requirements because a substantial portion of our cash flow is needed to service
our debt obligations;
    
    we have limited flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate;
    
    the agreements governing our debt substantially limit our ability to access the cash
flow and value of our subsidiaries and, therefore, to make payments on our notes and the
notes of our subsidiaries; and
    
    we could be subject to increased market and industry speculation as to our financial
condition and the effect of our debt level and debt service obligations on our operations,
which speculation could be disruptive to our relationships with customers, suppliers,
employees, creditors and other third parties.
 15




---



##### Table of Contents




    
    refinancing certain of these obligations through other issuances of debt or equity
securities;
    
    amending or restructuring some of the terms, maturities and principal amounts of these
obligations; or
    
    effecting other transactions or agreements with holders of such obligations.
  2) Restrictive covenants under our debt agreements
  
    
    incur additional debt;
    
    pay dividends on our subsidiaries equity interests, repurchase their equity interests
or make other payments to RHD, which could adversely affect the ability of Dex Media to
satisfy its debt obligations under its notes;
    
    make certain investments;
    
    enter into certain types of transactions with affiliates;
    
    expand into unrelated businesses;
    
    create liens;
    
    sell certain assets or merge with or into other companies; and
    
    designate subsidiaries as unrestricted subsidiaries.
 16




---



##### Table of Contents




    
    paying dividends on our subsidiaries equity interests, repurchase their equity interests
or make other payments to RHD; and
    
    entering into mergers, joint ventures, consolidations, acquisitions, asset dispositions and
sale-leaseback transactions.
    3) Ongoing global credit and liquidity crisis and general economic factors
  17




---



##### Table of Contents




    
    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.
  4) Variable rate indebtedness subjects us to interest rate risk
  5) RHDs recent suspension of trading on the New York Stock Exchange may result in adverse
consequences
   Risks Related to Our Business
 1) Competition
   18




---



##### Table of Contents



2) The termination or modification of one or more material Internet search engine, local search or
portal agreements
  19




---



##### Table of Contents



3) Usage of proprietary and partner search solutions.
   
    
    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 presently purchase advertising in our yellow pages
directories from doing so in the future.
   4) Recognition of impairment charges for our intangible assets or goodwill
 Accounting for the Impairment or Disposal of Long-lived Assets.
 20




---



##### Table of Contents



5) Information technology modernization effort and related IT matters
   21




---



##### Table of Contents



6) Impact of bankruptcy proceedings against Qwest during the term of the respective commercial
arrangements
    
    
    Qwest, or a trustee acting on their behalf, could seek to reject our agreements
with them as executory contracts under U.S. bankruptcy law, thus allowing them to avoid
their obligations under such contracts. Loss of substantial rights under these agreements
could effectively require us to operate our business as an independent directory business,
which could have a material adverse effect on us.
    
    Qwest, or a trustee acting on their behalf, could seek to sell certain of their
assets, including the assets relating to their local telephone business, to third parties
pursuant to the approval of the bankruptcy court. In such case, the purchaser of any such
assets might be able to avoid, among other things, our rights under the respective
publishing agreements, trademark license agreements and
non-competition agreements with Qwest.
    
    We may have difficulties obtaining the funds collected by Qwest on our behalf pursuant
to the billing and collection service agreements at the time such proceeding is instituted,
although pursuant to such agreements, Qwest prepares settlement statements ten times per
month for each state in the Dex States summarizing the amounts due to Dex Media East and
Dex Media West and purchases Dex Media Easts and Dex Media Wests accounts receivable
billed by it within approximately nine business days following such settlement date.
Further, if Qwest continued to bill our customers pursuant to the billing and collection
services agreement following any such bankruptcy filing, customers of Qwest may be less
likely to pay on time, or at all, bills received, including the amount owed to us.
  22




---



##### Table of Contents



7) The inability to enforce any of our key agreements with Qwest
   
    
    to the extent it is necessary to protect a legitimate business interest of the party
seeking enforcement;
    
    if it does not unreasonably restrain the party against whom enforcement is sought; and
    
    if it is not contrary to the public interest.
   8) Future changes in directory publishing obligations in Qwest markets and other regulatory matters
    23




---



##### Table of Contents



9) Reliance on, and extension of credit to, small and medium-sized businesses
   10) Dependence on third-party providers of printing, distribution, delivery and IT services
    24




---



##### Table of Contents



11) Fluctuations in the price and availability of paper
 . ,  .
  12) The sale of advertising to national accounts is coordinated by third parties that we do not
control
   25




---



##### Table of Contents



13)
Work stoppages among our workforce
  14) Turnover among our sales force or key management
   15) The loss of important intellectual property rights
  16) Legal Proceedings
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  26




---



##### Table of Contents



ITEM 2. PROPERTIES
  Approximate SquareProperty Location
    
    Footage
    
    
    Purpose
    
    
    Lease ExpirationLone Tree, CO (1)
    
    
    143,000
    
    
    Sales and Administration
    
    
    2019Englewood, CO (2)
    
    
    137,000
    
    
    Sales and Operations
    
    
    2018Cary, NC
    
    
    122,000
    
    
    Corporate Headquarters
    
    
    2015Omaha, NE
    
    
    103,000
    
    
    Sales and Operations
    
    
    2010Phoenix, AZ
    
    
    58,000
    
    
    Sales and Operations
    
    
    2017Maple Grove, MN
    
    
    53,000
    
    
    Sales and Operations
    
    
    2017Bellevue, WA
    
    
    44,000
    
    
    Sales and Operations
    
    
    2018Beaverton, OR
    
    
    40,000
    
    
    Sales and Operations
    
    
    2016Murray, UT
    
    
    25,000
    
    
    Sales and Operations
    
    
    2009
 
 (1)
    
    This lease became effective upon the expiration of our existing lease in Englewood,
CO in October 2008.(2)
    
    This lease became effective upon the expiration of our existing lease in Aurora, CO
in November 2008.   
 ITEM 3. LEGAL PROCEEDINGS
     27




---



##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
   
 ITEM 6. SELECTED FINANCIAL DATA
  28




---



##### Table of Contents



ITEM 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
   Corporate Overview
  
    
    We provide simple, cost effective marketing solutions to our advertisers that generate a
large volume of ready-to-buy consumers for their local businesses.
    
    We provide local search solutions to consumers that are easy to use and deliver highly
relevant search results through a variety of print and online media platforms.
 ® ® ®
  
    
    Brand:Our Dex brand provides differentiation and an ability to leverage the
capabilities of our print products into other media, such as online and mobile;
    
    Advertisers:Strong, long-term relationships with our advertisers;
    
    Products:Our Triple Play local search solutions target consumers who are closer to
making purchase decisions;
    
    Channel:We manage a large, established local sales organization; and
    
    Content:Our proprietary database contains up-to-date information for more than
400,000 national and local businesses in 14 states and an infrastructure to service these
national and local advertisers.
  29




---



##### Table of Contents



Recent Trends Related to Our Business
        30




---



##### Table of Contents



Going Concern
      31




---



##### Table of Contents



Significant Financing Developments
   Accounting for Derivative Instruments and Hedging
Activities
  32




---



##### Table of Contents



Employee Retirement Savings and Pension Plans
     Historical Overview
   33




---



##### Table of Contents



Segment Reporting
  New Accounting Pronouncements
 Determination of the Useful Life of Intangible Assets Goodwill and
Other Intangible Assets Business Combinations
 Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133
 Business
Combinations
  34




---



##### Table of Contents



RESULTS OF OPERATIONS
 Years ended December 31, 2008 and 2007
 Factors Affecting Comparability
 Impact of Purchase Accounting
  Net Revenues
  Year ended December 31,(amounts in millions)
    
    2008
    
    2007
    
    $ Change
    
    % ChangeGross directory advertising revenues
    
    $
    1,583.2
    
    
    $
    1,647.2
    
    
    $
    (64.0
    )
    
    
    (3.9
    )%Sales claims and allowances
    
    
    (32.6
    )
    
    
    (41.3
    )
    
    
    8.7
    
    
    
    21.1Net directory advertising revenues
    
    
    1,550.6
    
    
    
    1,605.9
    
    
    
    (55.3
    )
    
    
    (3.4
    )Other revenues
    
    
    26.0
    
    
    
    26.3
    
    
    
    (0.3
    )
    
    
    (1.1
    )Total Net Revenues
    
    $
    1,576.6
    
    
    $
    1,632.2
    
    
    $
    (55.6
    )
    
    
    (3.4
    )%
    35




---



##### Table of Contents



Expenses
  Year ended December 31,(amounts in millions)
    
    2008
    
    2007
    
    $ Change
    
    % ChangeProduction, publication and distribution expenses
    
    $
    230.3
    
    
    $
    264.1
    
    
    $
    (33.8
    )
    
    
    (12.8
    )%Selling and support expenses
    
    
    403.8
    
    
    
    416.4
    
    
    
    (12.6
    )
    
    
    (3.0
    )G&A expenses
    
    
    57.1
    
    
    
    52.6
    
    
    
    4.5
    
    
    
    8.6D&A expenses
    
    
    343.2
    
    
    
    332.5
    
    
    
    10.7
    
    
    
    3.2Impairment charges
    
    
    3,184.3
    
    
    
    
    
    
    
    3,184.3
    
    
    
    N/MTotal
    
    $
    4,218.7
    
    
    $
    1,065.6
    
    
    $
    3,153.1
    
    
    
    N/M
 
 (N/M: Not Meaningful)
   36




---



##### Table of Contents



Production, Publication and Distribution Expenses
  Year ended(amounts in millions)
    
    December 31, 2008$ ChangeDecreased print, paper and distribution costs
    
    $
    (16.7
    )Decreased cost uplift expense
    
    
    (15.3
    )Decreased information technology (IT) expenses
    
    
    (6.4
    )Increased internet production and distribution costs
    
    
    3.6All other, net
    
    
    1.0Total decrease in production, publication and
distribution expenses for the year ended December 31, 2008
    
    $
    (33.8
    )
     Selling and Support Expenses
  Year ended(amounts in millions)
    
    December 31, 2008$ ChangeDecreased commissions and salesperson costs
    
    $
    (20.7
    )Decreased cost uplift expense
    
    
    (13.6
    )Decreased advertising and branding expenses
    
    
    (8.4
    )Decreased marketing costs
    
    
    (7.0
    )Decreased directory publishing support costs
    
    
    (2.5
    )Increased bad debt expense
    
    
    40.3All other, net
    
    
    (0.7
    )Total decrease in selling and support expenses for
the year ended December 31, 2008
    
    $
    (12.6
    )
  37




---



##### Table of Contents



General and Administrative Expenses
  Year ended(amounts in millions)
    
    December 31, 2008$ ChangeIncrease in restructuring expenses
    
    $
    20.9Increased share of allocated expenses
    
    
    5.6Curtailment gains, net
    
    
    (20.0
    )Decrease in non-cash stock-based compensation expense under SFAS No. 123 (R)
    
    
    (6.1
    )Decrease in IT expenses
    
    
    (3.4
    )All other, net
    
    
    7.5Total increase in G&A expenses for the year ended December 31, 2008
    
    $
    4.5
    38




---



##### Table of Contents



Depreciation and Amortization
   Accounting for the Impairment or Disposal of Long-Lived Assets
  Impairment Charges
   39




---



##### Table of Contents



Operating Income (Loss)
  Year ended December 31,(amounts in millions)
    
    2008
    
    2007
    
    $ Change
    
    % ChangeTotal
    
    $
    (2,642.1
    )
    
    $
    566.5
    
    
    $
    (3,208.6
    )
    
    
    N/M
 40




---



##### Table of Contents



Interest Expense, Net
    Income Taxes
     41




---



##### Table of Contents



RESULTS OF OPERATIONS, INCLUDING COMBINED RESULTS
 In addition to the GAAP presentation of our results for the year ended December 31, 2007, the
eleven months ended December 31, 2006 and the one month ended January 31, 2006, we have provided
the following combined results of Dex Media for the year ended December 31, 2006 because we believe
that such financial information is important to gain an understanding of the impact of the RHD
Merger on Dex Medias underlying historical performance and future financial results. The financial
information for the combined twelve months ended December 31, 2006 includes the financial
information of the Predecessor Company for the one month ended January 31, 2006 and of the
Successor Company for the eleven months ended December 31, 2006. Although we have provided these
combined results in order to provide a more meaningful discussion of the periods presented, the
results of periods presented are not strictly comparable due to the change in basis of assets and
accounting policies that resulted from the RHD Merger.
 Year ended December 31, 2007 and combined twelve months ended December 31, 2006
 Factors Affecting Comparability
  Reclassifications
  Successor Company
    
    Predecessor CompanyEleven Months Ended
    
    One Month EndedDecember 31, 2006
    
    January 31, 2006AsAs Previously
    
    
    
    
    
    As
    
    Previously
    
    
    
    
    
    As(in thousands)
    
    Reported
    
    Reclass
    
    Reclassified
    
    Reported
    
    Reclass
    
    ReclassifiedProduction,
publication and
distribution
expenses
    
    $
    565,635
    
    
    $
    (347,915
    )
    
    $
    217,720
    
    
    $
    60,245
    
    
    $
    (39,051
    )
    
    $
    21,194Selling and support
expenses
    
    
    
    
    
    
    358,526
    
    
    
    358,526
    
    
    
    
    
    
    
    33,014
    
    
    
    33,014General and
administrative
expenses
    
    
    72,888
    
    
    
    (10,611
    )
    
    
    62,277
    
    
    
    33,518
    
    
    
    6,037
    
    
    
    39,555
 42




---



##### Table of Contents



Net Revenue
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedYear
    
    Eleven Months
    
    
    One Month
    
    Twelve MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedDecember 31,
    
    December 31,
    
    
    January 31,
    
    December 31,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeGross directory advertising revenue
    
    $
    1,647,153
    
    
    $
    868,864
    
    
    
    $
    136,628
    
    
    $
    1,005,492
    
    
    $
    641,661Sales claims and allowances
    
    
    (41,312
    )
    
    
    (34,664
    )
    
    
    
    (4
    )
    
    
    (34,668
    )
    
    
    (6,644
    )Net directory advertising revenue
    
    
    1,605,841
    
    
    
    834,200
    
    
    
    
    136,624
    
    
    
    970,824
    
    
    
    635,017Other revenue
    
    
    26,309
    
    
    
    23,015
    
    
    
    
    3,271
    
    
    
    26,286
    
    
    
    23Total net revenue
    
    $
    1,632,150
    
    
    $
    857,215
    
    
    
    $
    139,895
    
    
    $
    997,110
    
    
    $
    635,040
     43




---



##### Table of Contents



Expenses
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedYear
    
    Eleven Months
    
    
    One Month
    
    Twelve MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedDecember 31,
    
    December 31,
    
    
    January 31,
    
    December 31,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeProduction, publication and distribution expenses
    
    $
    264,122
    
    
    $
    217,720
    
    
    
    $
    21,194
    
    
    $
    238,914
    
    
    $
    25,208Selling and support expenses
    
    
    416,414
    
    
    
    358,526
    
    
    
    
    33,014
    
    
    
    391,540
    
    
    
    24,874G&A expenses
    
    
    52,580
    
    
    
    62,277
    
    
    
    
    39,555
    
    
    
    101,832
    
    
    
    (49,252
    )D&A expenses
    
    
    332,494
    
    
    
    230,609
    
    
    
    
    26,810
    
    
    
    257,419
    
    
    
    75,075Total
    
    $
    1,065,610
    
    
    $
    869,132
    
    
    
    $
    120,573
    
    
    $
    989,705
    
    
    $
    75,905
  Production, Publication and Distribution Expenses
   44




---



##### Table of Contents



Selling and Support Expenses
   General and Administrative Expenses
  Depreciation and Amortization
  Operating Income (Loss)
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedYear
    
    Eleven Months
    
    
    One Month
    
    Twelve MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedDecember 31,
    
    December 31,
    
    
    January 31,
    
    December 31,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeTotal
    
    $
    566,540
    
    
    $
    (11,917
    )
    
    
    $
    19,322
    
    
    $
    7,405
    
    
    $
    559,135
  45




---



##### Table of Contents



Interest Expense, Net
    Income Taxes
  46




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Fair Market Value
    
    Carrying ValueDecember 31, 2008
    
    December 31, 2008
    
    December 31, 2007Dex Media, Inc.8% Senior Notes due 2013
    
    $
    92,500
    
    
    $
    510,408
    
    
    $
    512,0979% Senior Discount Notes due 2013
    
    
    138,750
    
    
    
    771,488
    
    
    
    719,112Dex Media EastCredit Facility
    
    
    375,690
    
    
    
    1,081,500
    
    
    
    1,106,050Dex Media WestNew Credit Facility
    
    
    440,200
    
    
    
    1,080,000
    
    
    
    Former Credit Facility
    
    
    
    
    
    
    
    
    
    
    1,071,4918.5% Senior Notes due 2010
    
    
    231,000
    
    
    
    393,883
    
    
    
    398,7365.875% Senior Notes due 2011
    
    
    5,232
    
    
    
    8,761
    
    
    
    8,7749.875% Senior Subordinated Notes due 2013
    
    
    180,892
    
    
    
    815,791
    
    
    
    824,982Total Dex Media, Inc. Consolidated
    
    
    1,464,264
    
    
    
    4,661,831
    
    
    
    4,641,242Less current portion
    
    
    34,939
    
    
    
    99,625
    
    
    
    161,007Long-term debt
    
    $
    1,429,325
    
    
    $
    4,562,206
    
    
    $
    4,480,235
   Credit Facilities
  47




---



##### Table of Contents



Dex Media East
   
    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan Chase
Bank, N.A. and (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, and in each
case, plus a 0.75% (or 0.50% if leverage ratio is less than 2 to 1) margin on the Dex Media
East Revolver and Term Loan A and a 1.00% margin on Term Loan B; or
    
    The LIBOR rate plus a 1.75% (or 1.50% if leverage ratio is less than 2 to 1) margin on
the Dex Media East Revolver and Term Loan A and a 2.00% margin on Term Loan B. We may elect
interest periods of 1, 2, 3, or 6 months (or 9 or 12 months if, at the time of the
borrowing, all lenders agree to make such term available), for LIBOR borrowings.
    Dex Media West
  48




---



##### Table of Contents




    
    The highest of (i) the base rate determined by the Administrative Agent, JP Morgan Chase
Bank, N.A., (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, and (iii) 4.0%,
in each case, plus a 2.75% (or 2.50% if the leverage ratio is less than 3.00 to 1.00)
margin on the Dex Media West Revolver and Term Loan A and a 3.0% margin on Term Loan B; or
    
    The higher of (i) LIBOR rate and (ii) 3.0% plus a 3.75% (or 3.50% if the leverage ratio
is less than 3.00 to 1.00) margin on the Dex Media West Revolver and Term Loan A and a 4.0%
margin on Term Loan B. We may elect interest periods of 1, 2, 3, or 6 months (or 9 or 12
months if, at the time of the borrowing, all lenders agree to make such term available),
for LIBOR borrowings.
 Notes
  Dex Media, Inc.
  th th
 th th
 Dex Media East
  49




---



##### Table of Contents



Dex Media West
  th th
 th th
 th th
 Impact of RHD Merger
  Long-Term Debt atUnamortized Fair
    
    Long-Term Debt
    
    December 31, 2008Value Adjustment at
    
    at December 31,
    
    Excluding UnamortizedDecember 31, 2008
    
    2008
    
    Fair Value AdjustmentDex Media, Inc.Dex Media, Inc. 8% Senior Notes
    
    $
    10,408
    
    
    $
    510,408
    
    
    $
    500,000Dex Media, Inc. 9% Senior Discount Notes
    
    
    12,697
    
    
    
    771,488
    
    
    
    758,791Dex Media WestDex Media West 8.5% Senior Notes
    
    
    8,883
    
    
    
    393,883
    
    
    
    385,000Dex Media West 5.875% Senior Notes
    
    
    41
    
    
    
    8,761
    
    
    
    8,720Dex Media West 9.875% Senior
Subordinated Notes
    
    
    54,141
    
    
    
    815,791
    
    
    
    761,650Total Dex Media Outstanding Debt at
January 31, 2006
    
    $
    86,170
    
    
    $
    2,500,331
    
    
    $
    2,414,161
 50




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk and Risk Management
  Effective Dates
    
    Notional Amount
    
    
    Pay Rates
    
    
    Maturity Dates(amounts in millions)February 14, 2006
    
    $
    200
    (2)(4)
    
    
    4.925%  4.93%
    
    
    February 14, 2009May 25, 2006
    
    
    100
    (1)(4)
    
    
    5.326%
    
    
    May 26, 2009May 26, 2006
    
    
    200
    (2)(4)
    
    
    5.2725%  5.275%
    
    
    May 26, 2009June 12, 2006
    
    
    150
    (2)(4)
    
    
    5.27%  5.279%
    
    
    June 12, 2009November 26, 2007
    
    
    600
    (3)(5)
    
    
    4.1852%  4.604%
    
    
    November 26, 2010  November 26, 2012March 31, 2008
    
    
    100
    (1)(5)
    
    
    3.50%
    
    
    March 29, 2013September 30, 2008
    
    
    150
    (1)(5)
    
    
    3.955%
    
    
    September 30, 2011Total
    
    $
    1,500
 
 (1)
    
    Consists of one swap(2)
    
    Consists of two swaps(3)
    
    Consists of four swaps(4)
    
    Dex Media East swaps(5)
    
    Dex Media West swaps    -
 51




---



##### Table of Contents



Market Risk Sensitive Instruments
 Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FAS
133 Amendment of Statement 133 on Derivative Instruments and Hedging Activities,
    52




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 INDEX TO FINANCIAL STATEMENTS
 PageDex Media, Inc.Managements Report on Internal Control Over Financial Reporting
    
    
    F-2Report of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    F-4Consolidated Statements of Operations and Comprehensive Income (Loss)
for the years ended December 31, 2008 and 2007, the eleven months
ended December 31, 2006 (Successor Company) and the one month ended
January 31, 2006 (Predecessor Company)
    
    
    F-5Consolidated Statements of Cash Flows for the years ended December
31, 2008 and 2007, the eleven months ended December 31, 2006
(Successor Company) and the one month ended January 31, 2006
(Predecessor Company)
    
    
    F-6Consolidated Statements of Changes in Shareholders (Shareholders)
Equity for the years ended December 31, 2008 and 2007, the eleven
months ended December 31, 2006 (Successor Company) and the one month
ended January 31, 2006 (Predecessor Company)
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
 F-1




---



##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
     F-2




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Fair Value Measurement, Accounting for Uncertainty in Income Taxes: an Interpretation
of FASB Statement No. 109, Employers Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R),
  
 F-3




---



##### Table of Contents



DEX MEDIA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,(in thousands, except share data)
    
    2008
    
    2007AssetsCurrent AssetsCash and cash equivalents
    
    $
    112,362
    
    
    $
    12,975Accounts receivableBilled
    
    
    188,090
    
    
    
    139,686Unbilled
    
    
    461,750
    
    
    
    509,809Allowance for doubtful billed accounts and sales claims
    
    
    (34,166
    )
    
    
    (21,816
    )Net accounts receivable
    
    
    615,674
    
    
    
    627,679Deferred directory costs
    
    
    107,392
    
    
    
    112,412Short-term deferred income taxes, net
    
    
    25,225
    
    
    
    39,044Prepaid expenses and other current assets
    
    
    52,452
    
    
    
    60,855Total current assets
    
    
    913,105
    
    
    
    852,965Fixed assets and computer software, net
    
    
    96,609
    
    
    
    83,268Other non-current assets
    
    
    64,930
    
    
    
    29,458Intangible assets, net
    
    
    7,505,200
    
    
    
    8,415,404Goodwill
    
    
    
    
    
    
    2,557,719Total assets
    
    $
    8,579,844
    
    
    $
    11,938,814Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    99,688
    
    
    $
    100,990Due to parent, net
    
    
    73,391
    
    
    
    60,435Accrued interest
    
    
    69,513
    
    
    
    66,878Deferred directory revenues
    
    
    679,983
    
    
    
    739,011Current portion of long-term debt
    
    
    99,625
    
    
    
    161,007Total current liabilities
    
    
    1,022,200
    
    
    
    1,128,321Long-term debt
    
    
    4,562,206
    
    
    
    4,480,235Deferred income taxes, net
    
    
    1,017,445
    
    
    
    2,143,313Intercompany debt
    
    
    300,000
    
    
    
    300,000Other non-current liabilities
    
    
    184,402
    
    
    
    127,506Total liabilities
    
    
    7,086,253
    
    
    
    8,179,375Commitments and contingenciesShareholders EquityCommon stock, par value $.01 per share, 1,000 shares
authorized, issued and outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    3,580,838
    
    
    
    3,884,125Accumulated deficit
    
    
    (2,040,807
    )
    
    
    (120,902
    )Accumulated other comprehensive loss
    
    
    (46,440
    )
    
    
    (3,784
    )Total shareholders equity
    
    
    1,493,591
    
    
    
    3,759,439Total liabilities and shareholders equity
    
    $
    8,579,844
    
    
    $
    11,938,814
  F-4




---



##### Table of Contents



DEX MEDIA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 Successor Company
    
    
    Predecessor CompanyYears Ended December 31,
    
    Eleven Months Ended
    
    
    One Month Ended(in thousands)
    
    2008
    
    2007
    
    December 31, 2006
    
    
    January 31, 2006Net revenues
    
    $
    1,576,630
    
    
    $
    1,632,150
    
    
    $
    857,215
    
    
    
    $
    139,895ExpensesProduction, publication and distribution
expenses (exclusive of depreciation and
amortization shown separately below)
    
    
    230,260
    
    
    
    264,122
    
    
    
    217,720
    
    
    
    
    21,194Selling and support expenses
    
    
    403,835
    
    
    
    416,414
    
    
    
    358,526
    
    
    
    
    33,014General and administrative expenses
    
    
    57,127
    
    
    
    52,580
    
    
    
    62,277
    
    
    
    
    39,555Depreciation and amortization
    
    
    343,228
    
    
    
    332,494
    
    
    
    230,609
    
    
    
    
    26,810Impairment charges
    
    
    3,184,295
    
    
    
    
    
    
    
    
    
    
    
    
    Total expenses
    
    
    4,218,745
    
    
    
    1,065,610
    
    
    
    869,132
    
    
    
    
    120,573Operating income (loss)
    
    
    (2,642,115
    )
    
    
    566,540
    
    
    
    (11,917
    )
    
    
    
    19,322Interest expense, net
    
    
    (386,538
    )
    
    
    (359,390
    )
    
    
    (375,892
    )
    
    
    
    (37,494
    )Income (loss) before income taxes
    
    
    (3,028,653
    )
    
    
    207,150
    
    
    
    (387,809
    )
    
    
    
    (18,172
    )(Provision) benefit for income taxes
    
    
    1,108,748
    
    
    
    (87,175
    )
    
    
    147,144
    
    
    
    
    (1,872
    )Net income (loss)
    
    $
    (1,919,905
    )
    
    $
    119,975
    
    
    $
    (240,665
    )
    
    
    $
    (20,044
    )Comprehensive Income (Loss)Net income (loss)
    
    $
    (1,919,905
    )
    
    $
    119,975
    
    
    $
    (240,665
    )
    
    
    $
    (20,044
    )Unrealized (loss) gain on interest rate
swaps, net of tax (benefit) provision of
$(5,719), ($6,340), $(1,952) and $57 for
the years ended December 31, 2008 and
2007, the eleven months ended December
31, 2006, and the one month ended
January 31, 2006, respectively
    
    
    (7,768
    )
    
    
    (10,763
    )
    
    
    (3,065
    )
    
    
    
    90Benefit plans adjustment, net of tax
(benefit) provision of $(20,552) and
$3,697 for the years ended December 31,
2008 and 2007, respectively
    
    
    (34,888
    )
    
    
    6,259
    
    
    
    
    
    
    
    
    Comprehensive income (loss)
    
    $
    (1,962,561
    )
    
    $
    115,471
    
    
    $
    (243,730
    )
    
    
    $
    (19,954
    )
  F-5




---



##### Table of Contents



DEX MEDIA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Successor Company
    
    
    Predecessor CompanyYears Ended December 31,
    
    Eleven Months Ended
    
    
    One Month Ended(in thousands)
    
    2008
    
    2007
    
    December 31, 2006
    
    
    January 31, 2006Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    (1,919,905
    )
    
    $
    119,975
    
    
    $
    (240,665
    )
    
    
    $
    (20,044
    )Reconciliation of net income (loss) to net cash
provided by operating activities:Impairment charges
    
    
    3,184,295
    
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    343,228
    
    
    
    332,494
    
    
    
    230,609
    
    
    
    
    26,810Deferred income tax (benefit) provision
    
    
    (1,109,261
    )
    
    
    87,144
    
    
    
    (147,144
    )
    
    
    
    1,872Provision for bad debts
    
    
    84,520
    
    
    
    44,225
    
    
    
    33,479
    
    
    
    
    8,288Stock-based compensation expense
    
    
    15,466
    
    
    
    21,019
    
    
    
    17,507
    
    
    
    
    3,872Interest rate swap ineffectiveness
    
    
    7,992
    
    
    
    1,303
    
    
    
    550
    
    
    
    
    194Amortization of deferred financing costs
    
    
    7,372
    
    
    
    2,464
    
    
    
    2,287
    
    
    
    
    2,259Amortization of debt fair value adjustment
    
    
    (17,646
    )
    
    
    (92,127
    )
    
    
    (26,355
    )Accretion on discount notes
    
    
    54,275
    
    
    
    57,464
    
    
    
    48,435
    
    
    
    
    4,229Loss on extinguishment of debt
    
    
    2,142
    
    
    
    32,020
    
    
    
    
    
    
    
    
    Other non-cash items, net
    
    
    (55,263
    )
    
    
    (4,409
    )
    
    
    711
    
    
    
    
    Changes in assets and liabilities:(Increase) in accounts receivable, net of
provision for bad debts
    
    
    (72,516
    )
    
    
    (66,446
    )
    
    
    (47,723
    )
    
    
    
    (202
    )(Increase) decrease in other assets
    
    
    (8,945
    )
    
    
    16,836
    
    
    
    (28,097
    )
    
    
    
    4,275Increase (decrease) in accounts payable and
accrued liabilities and accrued interest
    
    
    79
    
    
    
    12,354
    
    
    
    (57,194
    )
    
    
    
    11,448(Decrease) increase in amounts due to parent
    
    
    (3,981
    )
    
    
    26,736
    
    
    
    (13,574
    )
    
    
    
    (Decrease) increase in deferred directory revenue
    
    
    (59,028
    )
    
    
    (19,576
    )
    
    
    654,264
    
    
    
    
    (3,160
    )Increase in other non-current liabilities
    
    
    55,670
    
    
    
    5,832
    
    
    
    4,084
    
    
    
    
    1,101Net cash provided by operating activities
    
    
    508,494
    
    
    
    577,308
    
    
    
    431,174
    
    
    
    
    40,942Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (50,116
    )
    
    
    (45,448
    )
    
    
    (24,931
    )
    
    
    
    (1,144
    )Net cash used in investing activities
    
    
    (50,116
    )
    
    
    (45,448
    )
    
    
    (24,931
    )
    
    
    
    (1,144
    )Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs
    
    
    
    
    
    
    1,088,822
    
    
    
    444,193
    
    
    
    
    Credit facility borrowings, net of costs
    
    
    1,035,103
    
    
    
    
    
    
    
    
    
    
    
    
    Note and credit facilities repayments
    
    
    (1,071,991
    )
    
    
    (1,817,453
    )
    
    
    (594,228
    )
    
    
    
    Revolver borrowings
    
    
    321,900
    
    
    
    403,000
    
    
    
    567,600
    
    
    
    
    Revolver repayments
    
    
    (345,950
    )
    
    
    (406,450
    )
    
    
    (552,100
    )
    
    
    
    (10,000
    )Premium paid on debt redemption
    
    
    
    
    
    
    (31,793
    )
    
    
    (2,914
    )
    
    
    
    Increase (decrease) in checks not yet presented for
payment
    
    
    5,097
    
    
    
    (8,600
    )
    
    
    6,812
    
    
    
    
    (1,224
    )Proceeds from employee stock option exercises
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,912Payment of debt refinance costs
    
    
    
    
    
    
    
    
    
    
    (1,012
    )
    
    
    
    Intercompany debt
    
    
    
    
    
    
    300,000
    
    
    
    
    
    
    
    
    Contribution by parent
    
    
    
    
    
    
    75,000
    
    
    
    22,000
    
    
    
    
    Distributions to parent
    
    
    (303,150
    )
    
    
    (150,000
    )
    
    
    (287,745
    )
    
    
    
    Common stock dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,554
    )Net cash used in financing activities
    
    
    (358,991
    )
    
    
    (547,474
    )
    
    
    (397,394
    )
    
    
    
    (21,866
    )Increase (decrease) in cash and cash equivalents
    
    
    99,387
    
    
    
    (15,614
    )
    
    
    8,849
    
    
    
    
    17,932Cash and cash equivalents, beginning of period
    
    
    12,975
    
    
    
    28,589
    
    
    
    19,740
    
    
    
    
    1,808Cash and cash equivalents, end of period
    
    $
    112,362
    
    
    $
    12,975
    
    
    $
    28,589
    
    
    
    $
    19,740Supplemental Information:Cash paid:Interest, net
    
    $
    298,951
    
    
    $
    360,995
    
    
    $
    370,398
    
    
    
    $
    15,126Income taxes, net
    
    $
    124
    
    
    $
    
    
    
    $
    
    
    
    
    $
    
  F-6




---



##### Table of Contents



DEX MEDIA INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS (SHAREHOLDERS) EQUITY
 Accumulated
    
    TotalAdditional
    
    
    
    
    
    Other
    
    ShareholdersPaid-in
    
    Accumulated
    
    Comprehensive
    
    (Shareholders)Common Stock
    
    Capital
    
    Deficit
    
    (Loss) Income
    
    EquityPredecessor CompanyBalance, December 31, 2005
    
    $
    1,507
    
    
    $
    795,253
    
    
    $
    (107,133
    )
    
    $
    1,313
    
    
    $
    690,940Stock based compensation expense
    
    
    
    
    
    
    3,872
    
    
    
    
    
    
    
    
    
    
    
    3,872Common stock option exercise
    
    
    6
    
    
    
    2,906
    
    
    
    
    
    
    
    
    
    
    
    2,912Other
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    62Net loss
    
    
    
    
    
    
    
    
    
    
    (20,044
    )
    
    
    
    
    
    
    (20,044
    )Unrealized gain on interest rate
swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90
    
    
    
    90Balance, January 31, 2006
    
    $
    1,513
    
    
    $
    802,093
    
    
    $
    (127,177
    )
    
    $
    1,403
    
    
    $
    677,832Successor CompanyCapitalization at RHD Merger
    
    $
    
    
    
    $
    4,224,870
    
    
    $
    
    
    
    $
    
    
    
    $
    4,224,870Contribution by parent
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    
    
    
    
    22,000Distribution to parent
    
    
    
    
    
    
    (287,745
    )
    
    
    
    
    
    
    
    
    
    
    (287,745
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (240,665
    )
    
    
    
    
    
    
    (240,665
    )Unrealized loss on interest rate
swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,065
    )
    
    
    (3,065
    )Adjustment to initially apply SFAS
No. 158, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,785
    
    
    
    3,785Balance, December 31, 2006
    
    
    
    
    
    
    3,959,125
    
    
    
    (240,665
    )
    
    
    720
    
    
    
    3,719,180Contribution by parent
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    
    75,000Distributions to parent
    
    
    
    
    
    
    (150,000
    )
    
    
    
    
    
    
    
    
    
    
    (150,000
    )Cumulative effect of FIN No. 48
adoption
    
    
    
    
    
    
    
    
    
    
    (212
    )
    
    
    
    
    
    
    (212
    )Net income
    
    
    
    
    
    
    
    
    
    
    119,975
    
    
    
    
    
    
    
    119,975Unrealized loss on interest rate
swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,763
    )
    
    
    (10,763
    )Benefit plans adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,259
    
    
    
    6,259Balance, December 31, 2007
    
    
    
    
    
    
    3,884,125
    
    
    
    (120,902
    )
    
    
    (3,784
    )
    
    
    3,759,439Distribution to parent
    
    
    
    
    
    
    (303,150
    )
    
    
    
    
    
    
    
    
    
    
    (303,150
    )Other adjustments related to
compensatory stock awards
    
    
    
    
    
    
    (137
    )
    
    
    
    
    
    
    
    
    
    
    (137
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (1,919,905
    )
    
    
    
    
    
    
    (1,919,905
    )Unrealized loss on interest rate
swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,768
    )
    
    
    (7,768
    )Benefit plans adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,888
    )
    
    
    (34,888
    )Balance, December 31, 2008
    
    $
    
    
    
    $
    3,580,838
    
    
    $
    (2,040,807
    )
    
    $
    (46,440
    )
    
    $
    1,493,591
  F-7




---



##### Table of Contents



DEX MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (tabular amounts in thousands, except share and per share data)
 1. Business and Presentation
  ®
   Going Concern
    F-8




---



##### Table of Contents



Significant Financing Developments
  F-9




---



##### Table of Contents



Accounting for Derivative Instruments and Hedging
Activities
  Historical Overview
    2. Summary of Significant Accounting Policies
 Revenue Recognition
  F-10




---



##### Table of Contents



Revenue
Arrangements with Multiple Deliverables.
 Deferred Directory Costs
  Cash and Cash Equivalents
 .
 Accounts Receivable
  Identifiable Intangible Assets and Goodwill
  Business Combinations Goodwill and
Other Intangible Assets
 Accounting for the Impairment or Disposal of Long-Lived Assets
 F-11




---



##### Table of Contents



Local Customer
    
    National CMRRelationships
    
    Relationships
    
    TotalDex Media West
    
    $
    251,000
    
    
    $
    75,000
    
    
    $
    326,000Dex Media East
    
    
    222,000
    
    
    
    55,000
    
    
    
    277,000Total impairment
charges
    
    $
    473,000
    
    
    $
    130,000
    
    
    $
    603,000
 F-12




---



##### Table of Contents



December 31, 2008Directory
    
    Local
    
    NationalServices
    
    Customer
    
    CMR
    
    Trade
    
    AdvertisingAgreements
    
    Relationships
    
    Relationships
    
    Names
    
    Commitment
    
    TotalFair value
    
    $
    7,320,000
    
    
    $
    229,807
    
    
    $
    50,041
    
    
    $
    490,000
    
    
    $
    25,000
    
    
    $
    8,114,848Accumulated amortization
    
    
    (508,333
    )
    
    
    
    
    
    
    
    
    
    
    (95,278
    )
    
    
    (6,037
    )
    
    
    (609,648
    )Net intangible assets
    
    $
    6,811,667
    
    
    $
    229,807
    
    
    $
    50,041
    
    
    $
    394,722
    
    
    $
    18,963
    
    
    $
    7,505,200
  December 31, 2007Directory
    
    Local
    
    NationalServices
    
    Customer
    
    CMR
    
    Trade
    
    AdvertisingAgreements
    
    Relationships
    
    Relationships
    
    Names
    
    Commitment
    
    TotalFair value
    
    $
    7,320,000
    
    
    $
    875,000
    
    
    $
    205,000
    
    
    $
    490,000
    
    
    $
    25,000
    
    
    $
    8,915,000Accumulated amortization
    
    
    (334,048
    )
    
    
    (82,891
    )
    
    
    (16,053
    )
    
    
    (62,611
    )
    
    
    (3,993
    )
    
    
    (499,596
    )Net intangible assets
    
    $
    6,985,952
    
    
    $
    792,109
    
    
    $
    188,947
    
    
    $
    427,389
    
    
    $
    21,007
    
    
    $
    8,415,404
  F-13




---



##### Table of Contents



Fixed Assets and Computer Software
  F-14




---



##### Table of Contents



2008
    
    
    2007Computer software
    
    $
    125,217
    
    
    
    $
    95,999Computer equipment
    
    
    27,385
    
    
    
    
    21,185Machinery and equipment
    
    
    1,410
    
    
    
    
    1,269Furniture and fixtures
    
    
    8,429
    
    
    
    
    4,668Leasehold improvements
    
    
    21,082
    
    
    
    
    11,580Construction in Process  Computer software and equipment
    
    
    1,146
    
    
    
    
    12,189Total cost
    
    
    184,669
    
    
    
    
    146,890Less accumulated depreciation and amortization
    
    
    (88,060
    )
    
    
    
    (63,622
    )Net fixed assets and computer software
    
    $
    96,609
    
    
    
    $
    83,268
  Successor Company
    
    
    Predecessor CompanyYear Ended December 31,
    
    Eleven Months Ended
    
    
    One Month Ended2008
    
    2007
    
    December 31, 2006
    
    
    January 31, 2006Depreciation of fixed assets
    
    $
    8,312
    
    
    $
    8,488
    
    
    $
    10,545
    
    
    
    $
    789Amortization of computer software
    
    
    27,713
    
    
    
    23,755
    
    
    
    20,719
    
    
    
    
    1,738Total depreciation and
amortization on fixed assets and
computer software
    
    $
    36,025
    
    
    $
    32,243
    
    
    $
    31,264
    
    
    
    $
    2,527
  Interest Expense and Deferred Financing Costs
   F-15




---



##### Table of Contents



Advertising Expense
  Concentration of Credit Risk
     Labor Unions
  F-16




---



##### Table of Contents



Derivative Financial Instruments and Hedging Activities
 , Accounting for Certain Derivative Instruments and Certain
Hedging Activities, an Amendment of FAS 133 Amendment of Statement 133 on
Derivative Instruments and Hedging Activities.
     Pension and Postretirement Benefits
  F-17




---



##### Table of Contents



Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R)
  Income Taxes
 Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes: An
Interpretation of FASB Statement No. 109
  Stock-Based Awards
    F-18




---



##### Table of Contents



Share-Based Payment
  Accounting for Stock Issued to Employees
 Eleven Months EndedDecember 31, 2006As Reported
    
    Per APB No. 25Total stock-based compensation expense
    
    $
    17,507
    
    
    $
    5,418Net loss
    
    
    (240,665
    )
    
    
    (233,163
    )
    Fair Value of Financial Instruments
 Disclosures About Fair Value of Financial Instruments
 Fair Value Measurements
    F-19




---



##### Table of Contents



Fair ValueMeasurements atDecember 31, 2008Using SignificantOther ObservableDescription
    
    Inputs (Level 2)Derivatives  Liabilities
    
    $
    (41,326
    )
       Effective Date of FASB Statement No.
157
 Estimates
  F-20




---



##### Table of Contents



New Accounting Pronouncements
 Determination of the Useful Life of
Intangible Assets Business Combinations
 Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133
 Business
Combinations
  3. Restructuring Charges
  2006
    
    2007
    
    2008Restructuring
    
    Restructuring
    
    RestructuringActions
    
    Actions
    
    Actions
    
    TotalBalance at January 31, 2006
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Additions to reserve charged to
goodwill
    
    
    18,914
    
    
    
    
    
    
    
    
    
    
    
    18,914Payments
    
    
    (11,299
    )
    
    
    
    
    
    
    
    
    
    
    (11,299
    )Balance at December 31, 2006
    
    
    7,615
    
    
    
    
    
    
    
    
    
    
    
    7,615Additions to reserve charged to goodwill
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    96Additions to reserve charged to earnings
    
    
    
    
    
    
    2,036
    
    
    
    
    
    
    
    2,036Payments
    
    
    (3,825
    )
    
    
    
    
    
    
    
    
    
    
    (3,825
    )Reserve reversal credited to goodwill
    
    
    (559
    )
    
    
    
    
    
    
    
    
    
    
    (559
    )Balance at December 31, 2007
    
    
    3,327
    
    
    
    2,036
    
    
    
    
    
    
    
    5,363Additions to reserve charged to earnings
    
    
    
    
    
    
    
    
    
    
    21,291
    
    
    
    21,291Payments
    
    
    (2,145
    )
    
    
    (1,952
    )
    
    
    (14,009
    )
    
    
    (18,105
    )Reserve reversal credited to earnings
    
    
    (615
    )
    
    
    (31
    )
    
    
    
    
    
    
    (646
    )Balance at December 31, 2008
    
    $
    567
    
    
    $
    53
    
    
    $
    7,282
    
    
    $
    7,903
 F-21




---



##### Table of Contents



4. Long-Term Debt, Credit Facilities and Notes
  December 31,
    
    December 31,2008
    
    2007Dex Media, Inc.8% Senior Notes due 2013
    
    $
    510,408
    
    
    $
    512,0979% Senior Discount Notes due 2013
    
    
    771,488
    
    
    
    719,112Dex Media EastCredit Facility
    
    
    1,081,500
    
    
    
    1,106,050Dex Media WestNew Credit Facility
    
    
    1,080,000
    
    
    
    Former Credit Facility
    
    
    
    
    
    
    1,071,4918.5% Senior Notes due 2010
    
    
    393,883
    
    
    
    398,7365.875% Senior Notes due 2011
    
    
    8,761
    
    
    
    8,7749.875% Senior Subordinated Notes due 2013
    
    
    815,791
    
    
    
    824,982Total Dex Media Inc. Consolidated
    
    
    4,661,831
    
    
    
    4,641,242Less: current portion
    
    
    99,625
    
    
    
    161,007Long-term debt
    
    $
    4,562,206
    
    
    $
    4,480,235
 F-22




---



##### Table of Contents



Credit Facilities
  Dex Media East
   
    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan Chase
Bank, N.A. and (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, and in each
case, plus a 0.75% (or 0.50% if leverage ratio is less than 2 to 1) margin on the Dex Media
East Revolver and Term Loan A and a 1.00% margin on Term Loan B; or
    
    The LIBOR rate plus a 1.75% (or 1.50% if leverage ratio is less than 2 to 1) margin on
the Dex Media East Revolver and Term Loan A and a 2.00% margin on Term Loan B. We may elect
interest periods of 1, 2, 3, or 6 months (or 9 or 12 months if, at the time of the
borrowing, all lenders agree to make such term available), for LIBOR borrowings.
    F-23




---



##### Table of Contents



Dex Media West
    
    
    The highest of (i) the base rate determined by the Administrative Agent, JP Morgan Chase
Bank, N.A., (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, and (iii) 4.0%,
in each case, plus a 2.75% (or 2.50% if the leverage ratio is less than 3.00 to 1.00)
margin on the Dex Media West Revolver and Term Loan A and a 3.0% margin on Term Loan B; or
    
    The higher of (i) LIBOR rate and (ii) 3.0% plus a 3.75% (or 3.50% if the leverage ratio
is less than 3.00 to 1.00) margin on the Dex Media West Revolver and Term Loan A and a 4.0%
margin on Term Loan B. We may elect interest periods of 1, 2, 3, or 6 months (or 9 or 12
months if, at the time of the borrowing, all lenders agree to make such term available),
for LIBOR borrowings.
 Notes
  Dex Media, Inc.
  th th
  Redemption Year
    
    Price2009
    
    
    102.667
    %2010
    
    
    101.333
    %2011 and thereafter
    
    
    100.000
    %
 F-24




---



##### Table of Contents



th th
  Redemption Year
    
    Price2009
    
    
    103.000
    %2010
    
    
    101.500
    %2011 and thereafter
    
    
    100.000
    %
 Dex Media East
  Dex Media West
  th th
  Redemption Year
    
    Price2009 and thereafter
    
    
    100.000
    %
 th th
 F-25




---



##### Table of Contents



Redemption Year
    
    Price2009
    
    
    101.469
    %2010 and thereafter
    
    
    100.000
    %
 th th
  Redemption Year
    
    Price2009
    
    
    103.292
    %2010
    
    
    101.646
    %2011 and thereafter
    
    
    100.000
    %
  2009
    
    $
    99,6252010
    
    
    521,3752011
    
    
    155,4702012
    
    
    212,8752013
    
    
    2,302,441Thereafter
    
    
    1,283,875Total
    
    $
    4,575,661
  Impact of RHD Merger
  F-26




---



##### Table of Contents



Long-Term Debt atUnamortized Fair
    
    Long-Term Debt
    
    December 31, 2008Value Adjustment at
    
    at December 31,
    
    Excluding Unamortized FairDecember 31, 2008
    
    2008
    
    Value AdjustmentDex Media, Inc.Dex Media, Inc. 8% Senior Notes
    
    $
    10,408
    
    
    $
    510,408
    
    
    $
    500,000Dex Media, Inc. 9% Senior Discount Notes
    
    
    12,697
    
    
    
    771,488
    
    
    
    758,791Dex Media WestDex Media West 8.5% Senior Notes
    
    
    8,883
    
    
    
    393,883
    
    
    
    385,000Dex Media West 5.875% Senior Notes
    
    
    41
    
    
    
    8,761
    
    
    
    8,720Dex Media West 9.875% Senior
Subordinated Notes
    
    
    54,141
    
    
    
    815,791
    
    
    
    761,650Total Dex Media Outstanding Debt at
January 31, 2006
    
    $
    86,170
    
    
    $
    2,500,331
    
    
    $
    2,414,161
 5. Derivative Financial Instruments
  Effective Dates
    
    Notional Amount
    
    
    Pay Rates
    
    
    Maturity Dates(amounts in millions)February 14, 2006
    
    $
    200
    (2)  (4)
    
    
    4.925%  4.93%
    
    
    February 14, 2009May 25, 2006
    
    
    100
    (1)  (4)
    
    
    5.326%
    
    
    May 26, 2009May 26, 2006
    
    
    200
    (2)  (4)
    
    
    5.2725%  5.275%
    
    
    May 26, 2009June 12, 2006
    
    
    150
    (2)  (4)
    
    
    5.27%  5.279%
    
    
    June 12, 2009November 26, 2007
    
    
    600
    (3)  (5)
    
    
    4.1852%  4.604%
    
    
    November 26, 2010  November 26, 2012March 31, 2008
    
    
    100
    (1) (5)
    
    
    3.50%
    
    
    March 29, 2013September 30, 2008
    
    
    150
    (1) (5)
    
    
    3.955%
    
    
    September 30, 2011Total
    
    $
    1,500
 
 (1)
    
    Consists of one swap(2)
    
    Consists of two swaps(3)
    
    Consists of four swaps(4)
    
    Dex Media East swaps(5)
    
    Dex Media West swaps   F-27




---



##### Table of Contents



6. Stock Incentive Plans
     F-28




---



##### Table of Contents



December 31, 2008
    
    December 31, 2007
    
    December 31, 2006Expected volatility
    
    
    58.8
    %
    
    
    23.5
    %
    
    
    28.2
    %Risk-free interest rate
    
    
    2.8
    %
    
    
    4.5
    %
    
    
    4.4
    %Expected life
    
    5 Years
    
    5 Years
    
    5 yearsDividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
 Use of a Simplified
Method in Developing Expected Term of Share Options
   Weighted Average
    
    AggregateExercise/Grant
    
    IntrinsicShares
    
    Price Per Share
    
    ValueAwards outstanding, January 1, 2008
    
    
    5,863,802
    
    
    $
    48.51
    
    
    $
    3Granted
    
    
    3,700,469
    
    
    
    5.38
    
    
    
    Exercises
    
    
    (18,653
    )
    
    
    5.16
    
    
    
    (1
    )Exchanged
    
    
    (4,186,641
    )
    
    
    49.57
    
    
    
    Forfeitures
    
    
    (427,716
    )
    
    
    39.02
    
    
    
    Awards outstanding, December 31, 2008
    
    
    4,931,261
    
    
    $
    15.70
    
    
    $
    2Available for future grants at December 31, 2008
    
    
    3,279,565
  F-29




---



##### Table of Contents



Stock Awards Outstanding
    
    
    Stock Awards ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    
    
    
    
    AverageRemaining
    
    Weighted
    
    
    
    
    
    
    Remaining
    
    WeightedRange of
    
    
    
    
    
    Contractual
    
    Average
    
    
    
    
    
    
    Contractual
    
    AverageExercise/Grant
    
    
    
    
    
    Life
    
    Exercise/Grant
    
    
    
    
    
    
    Life
    
    Exercise/GrantPrices
    
    Shares
    
    (In Years)
    
    Price Per Share
    
    
    Shares
    
    (In Years)
    
    Price Per Share$0.22  $7.11
    
    
    3,629,894
    
    
    
    6.34
    
    
    $
    5.00
    
    
    
    
    378,717
    
    
    
    6.25
    
    
    $
    6.36$10.78  $14.75
    
    
    96,859
    
    
    
    4.35
    
    
    
    10.78
    
    
    
    
    96,859
    
    
    
    4.35
    
    
    
    10.78$15.22  $19.41
    
    
    66,060
    
    
    
    6.74
    
    
    
    18.17
    
    
    
    
    34,039
    
    
    
    5.28
    
    
    
    18.12$24.75  $29.59
    
    
    337,049
    
    
    
    .89
    
    
    
    25.75
    
    
    
    
    337,049
    
    
    
    .89
    
    
    
    25.75$30.11  $39.21
    
    
    23,798
    
    
    
    4.33
    
    
    
    33.81
    
    
    
    
    13,598
    
    
    
    3.08
    
    
    
    31.81$41.10  $43.85
    
    
    192,667
    
    
    
    2.36
    
    
    
    41.42
    
    
    
    
    192,667
    
    
    
    2.36
    
    
    
    41.42$46.06  $55.25
    
    
    23,660
    
    
    
    3.32
    
    
    
    50.88
    
    
    
    
    20,160
    
    
    
    3.13
    
    
    
    50.26$56.55  $66.23
    
    
    323,865
    
    
    
    3.85
    
    
    
    63.63
    
    
    
    
    293,843
    
    
    
    3.77
    
    
    
    63.78$70.44  $80.68
    
    
    237,409
    
    
    
    5.18
    
    
    
    74.55
    
    
    
    
    147,492
    
    
    
    5.15
    
    
    
    74.464,931,261
    
    
    
    5.53
    
    
    $
    15.70
    
    
    
    
    1,514,424
    
    
    
    3.76
    
    
    $
    34.96
   WeightedNon-vested Stock
    
    Average Grant
    
    Non-Vested
    
    Weighted AverageOptions
    
    Date Exercise
    
    Restricted
    
    Grant Date Fairand SARs
    
    Price Per Award
    
    Stock
    
    Value Per AwardNon-vested at January 1, 2008
    
    
    2,088,640
    
    
    $
    63.96
    
    
    $
    151,564
    
    
    $
    62.67Granted
    
    
    3,700,469
    
    
    
    5.38
    
    
    
    767,649
    
    
    
    3.81Vested
    
    
    (976,891
    )
    
    
    45.86
    
    
    
    (170,490
    )
    
    
    18.65Unvested exchanged
    
    
    (1,035,252
    )
    
    
    66.91
    
    
    
    
    
    
    
    Forfeitures
    
    
    (360,129
    )
    
    
    40.06
    
    
    
    (39,194
    )
    
    
    41.03Non-vested at December 31, 2008
    
    
    3,416,837
    
    
    $
    7.45
    
    
    $
    709,529
    
    
    $
    10.81
   F-30




---



##### Table of Contents



.
   F-31




---



##### Table of Contents



F-32




---



##### Table of Contents



7. Income Taxes
   Successor Company
    
    
    Predecessor CompanyYear Ended December 31,
    
    Eleven Months Ended
    
    
    One Month Ended2008
    
    2007
    
    December 31, 2006
    
    
    January 31, 2006Current provisionU.S. Federal
    
    $
    (411
    )
    
    $
    (31
    )
    
    $
    
    
    
    
    $
    State and local
    
    
    (102
    )
    
    
    
    
    
    
    
    
    
    
    
    Total current provision
    
    
    (513
    )
    
    
    (31
    )
    
    
    
    
    
    
    
    Deferred benefit (provision)U.S. Federal
    
    
    984,839
    
    
    
    (61,851
    )
    
    
    137,698
    
    
    
    
    (1,553
    )State and local
    
    
    124,422
    
    
    
    (25,293
    )
    
    
    9,446
    
    
    
    
    (319
    )Total deferred benefit (provision)
    
    
    1,109,261
    
    
    
    (87,144
    )
    
    
    147,144
    
    
    
    
    (1,872
    )Benefit (provision) for income taxes
    
    $
    1,108,748
    
    
    $
    (87,175
    )
    
    $
    147,144
    
    
    
    $
    (1,872
    )
 F-33




---



##### Table of Contents



Successor Company
    
    
    Predecessor CompanyYear Ended December 31,
    
    Eleven Months Ended
    
    
    One Month Ended2008
    
    2007
    
    December 31, 2006
    
    
    January 31, 2006Statutory U.S. Federal tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    
    35.0
    %State and local taxes, net of U.S.
Federal tax benefit
    
    
    2.8
    
    
    
    7.7
    
    
    
    2.4
    
    
    
    
    4.3Non-deductible goodwill impairment charge
    
    
    (1.2
    )
    
    
    
    
    
    
    
    
    
    
    
    Non-deductible expense
    
    
    
    
    
    
    0.2
    
    
    
    0.5
    
    
    
    
    (0.3
    )Valuation allowance
    
    
    
    
    
    
    0.3
    
    
    
    
    
    
    
    
    (50.1
    )Other, net
    
    
    
    
    
    
    (1.1
    )
    
    
    
    
    
    
    
    0.8Effective tax rate
    
    
    36.6
    %
    
    
    42.1
    %
    
    
    37.9
    %
    
    
    
    (10.3
    )%
  2008
    
    2007Deferred income tax assetsAllowance for doubtful accounts
    
    $
    13,273
    
    
    $
    5,022Deferred and other compensation
    
    
    24,312
    
    
    
    16,971Deferred directory revenue
    
    
    
    
    
    
    25,805Deferred financing costs
    
    
    14,987
    
    
    
    21,532Debt and other interest
    
    
    51,035
    
    
    
    47,913Pension and other retirement benefits
    
    
    48,333
    
    
    
    11,506Restructuring reserves
    
    
    3,688
    
    
    
    2,239Net operating loss and credit carryforwards
    
    
    134,877
    
    
    
    148,389Other
    
    
    1,185
    
    
    
    2,918Total deferred income tax assets
    
    
    291,690
    
    
    
    282,295Valuation allowance
    
    
    (260
    )
    
    
    (596
    )Net deferred income tax assets
    
    
    291,430
    
    
    
    281,699Deferred income tax liabilitiesFixed assets and capitalized software
    
    
    12,647
    
    
    
    4,762Purchased goodwill and intangible assets
    
    
    1,270,828
    
    
    
    2,381,206Other
    
    
    175
    
    
    
    Total deferred income tax liabilities
    
    
    1,283,650
    
    
    
    2,385,968Net deferred income tax liabilities
    
    $
    992,220
    
    
    $
    2,104,269
    F-34




---



##### Table of Contents



F-35




---



##### Table of Contents



Adoption of FIN No. 48
    8. Benefit Plans
      Pension Plan.
 F-36




---



##### Table of Contents



Savings Plan.
 Postretirement Benefits.
 Benefit Obligations and Funded Status
  Pension Plan
    
    Postretirement Plan(in thousands)
    
    2008
    
    2007
    
    2008
    
    2007Change in benefit obligationBenefit obligation, beginning of year
    
    $
    168,943
    
    
    $
    186,992
    
    
    $
    71,977
    
    
    $
    68,732Service cost
    
    
    7,069
    
    
    
    8,225
    
    
    
    1,160
    
    
    
    1,357Interest cost
    
    
    10,142
    
    
    
    10,309
    
    
    
    4,333
    
    
    
    3,999Actuarial loss (gain)
    
    
    15,816
    
    
    
    (16,154
    )
    
    
    (1,983
    )
    
    
    1,057Benefits paid
    
    
    (1,739
    )
    
    
    (1,609
    )
    
    
    (3,490
    )
    
    
    (3,168
    )Curtailment gain
    
    
    (3,189
    )
    
    
    
    
    
    
    (17,444
    )
    
    
    Plan settlements
    
    
    (41,242
    )
    
    
    (18,820
    )
    
    
    
    
    
    
    Benefit obligation, end of year
    
    $
    155,800
    
    
    $
    168,943
    
    
    $
    54,553
    
    
    $
    71,977Change in plan assetsFair value of plan assets, beginning of year
    
    $
    133,950
    
    
    $
    134,431
    
    
    $
    
    
    
    $
    Return (loss) on plan assets
    
    
    (35,133
    )
    
    
    7,197
    
    
    
    
    
    
    
    Employer contributions
    
    
    9,560
    
    
    
    12,751
    
    
    
    3,490
    
    
    
    3,168Benefits paid
    
    
    (1,739
    )
    
    
    (1,609
    )
    
    
    (3,490
    )
    
    
    (3,168
    )Plan settlements
    
    
    (41,242
    )
    
    
    (18,820
    )
    
    
    
    
    
    
    Fair value of plan assets, end of year
    
    $
    65,396
    
    
    $
    133,950
    
    
    $
    
    
    
    $
    Funded status at end of year
    
    $
    (90,404
    )
    
    $
    (34,993
    )
    
    $
    (54,553
    )
    
    $
    (71,977
    )
  Pension Plan
    
    
    Postretirement Plan2008
    
    
    2007
    
    
    2008
    
    
    2007Current liabilities
    
    $
    
    
    
    $
    
    
    
    $
    (5,635
    )
    
    $
    (5,734
    )Non-current liabilities
    
    
    (90,404
    )
    
    
    (34,993
    )
    
    
    (48,918
    )
    
    
    (66,243
    )Net amount recognized
    
    $
    (90,404
    )
    
    $
    (34,993
    )
    
    $
    (54,553
    )
    
    $
    (71,977
    )
  F-37




---



##### Table of Contents



Components of Net Periodic Benefit Expense
  Successor Company
    
    
    Predecessor CompanyYear Ended December 31,
    
    Eleven Months Ended
    
    
    One Month Ended2008
    
    2007
    
    December 31, 2006
    
    
    January 31, 2006Service cost
    
    $
    7,069
    
    
    $
    8,225
    
    
    $
    7,605
    
    
    
    $
    708Interest cost
    
    
    10,142
    
    
    
    10,309
    
    
    
    9,866
    
    
    
    
    879Expected return on plan assets
    
    
    (10,270
    )
    
    
    (10,780
    )
    
    
    (10,954
    )
    
    
    
    (1,056
    )Amortization of unrecognized net loss
    
    
    (250
    )
    
    
    
    
    
    
    
    
    
    
    
    (17
    )Settlement loss (gain)
    
    
    3,504
    
    
    
    (1,543
    )
    
    
    (982
    )
    
    
    
    Other adjustments
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    Net periodic benefit expense
    
    $
    10,195
    
    
    $
    6,205
    
    
    $
    5,535
    
    
    
    $
    514
  Successor Company
    
    
    Predecessor CompanyYear Ended December 31,
    
    Eleven Months Ended
    
    
    One Month Ended2008
    
    2007
    
    December 31, 2006
    
    
    January 31, 2006Service cost
    
    $
    1,160
    
    
    $
    1,357
    
    
    $
    1,991
    
    
    
    $
    167Interest cost
    
    
    4,333
    
    
    
    3,999
    
    
    
    3,397
    
    
    
    
    308Other adjustments
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    
    Amortization of unrecognized prior service cost
    
    
    (8
    )
    
    
    (8
    )
    
    
    
    
    
    
    
    (39
    )Curtailment gain
    
    
    (20,049
    )
    
    
    
    
    
    
    
    
    
    
    
    Amortization of net gain
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    
    Net periodic benefit expense
    
    $
    (14,601
    )
    
    $
    5,342
    
    
    $
    5,388
    
    
    
    $
    436
  Pension Plan
    
    Postretirement PlanPreviously unrecognized actuarial loss (gain) expected to be recognized in 2009
    
    $
    
    
    
    $
    Previously unrecognized prior service cost (credit) expected to be recognized in 2009
    
    $
    
    
    
    $
    (7
    )
  Pension Plan
    
    Postretirement Plan2008
    
    2007
    
    2008
    
    2007Net actuarial loss (gain)
    
    $
    40,933
    
    
    $
    (13,844
    )
    
    $
    (1,442
    )
    
    $
    (2,095
    )Prior service cost (credit)
    
    $
    
    
    
    $
    
    
    
    $
    (45
    )
    
    $
    (58
    )
 Assumptions
  Year Ended December 31,2008
    
    2007Weighted average discount rate
    
    
    5.87
    %
    
    
    6.48
    %Rate of increase in future
compensation
    
    
    3.66
    %
    
    
    3.66
    %
 F-38




---



##### Table of Contents



Year Ended December 31,2008
    
    2007Weighted average discount rate
    
    
    5.87
    %
    
    
    6.48
    %
  Employers Accounting for Settlements and Curtailments of Defined Benefit
Plans and for Termination Benefits .
   Successor Company
    
    
    Predecessor CompanyNovember 1, 2008 -
    
    July 1, 2008 -
    
    January 1, 2008 -
    
    
    
    
    
    July 1, 2006 -
    
    February 1, 2006 -
    
    
    One Month EndedDecember 31, 2008
    
    October 31, 2008
    
    June 30, 2008
    
    2007
    
    December 31, 2006
    
    June 30, 2006
    
    
    January 31, 2006Weighted average
discount rate
    
    
    8.01
    %
    
    
    6.82
    %
    
    
    6.48
    %
    
    
    5.90
    %
    
    
    6.25
    %
    
    
    5.50
    %
    
    
    
    5.75
    %Rate of increase in
future compensation
    
    
    3.66
    %
    
    
    3.66
    %
    
    
    3.66
    %
    
    
    3.66
    %
    
    
    3.66
    %
    
    
    3.66
    %
    
    
    
    4.00
    %Expected return on
plan assets
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    
    9.00
    %
 Employers Accounting for Postretirement
Benefits Other Than Pensions
  Successor Company
    
    
    Predecessor CompanyNovember 1, 2008 -
    
    January 1, 2008 -
    
    
    
    
    
    February 1, 2006 -
    
    
    One Month EndedDecember 31, 2008
    
    October 31, 2008
    
    2007
    
    December 31, 2006
    
    
    January 31, 2006Weighted average
    
    
    8.01
    %
    
    
    6.48
    %
    
    
    5.90
    %
    
    
    5.50
    %
    
    
    
    5.75
    %discount rate
 F-39




---



##### Table of Contents



Postretirement Plan2008
    
    2007Healthcare cost trend rate assumed for next yearUnder 65
    
    
    10.00
    %
    
    
    11.00
    %65 and older
    
    
    12.00
    %
    
    
    13.00
    %Rate to which the cost trend rate is assumed to declineUnder 65
    
    
    5.00
    %
    
    
    5.00
    %65 and older
    
    
    5.00
    %
    
    
    5.00
    %Year ultimate trend rate is reached
    
    
    2014
    
    
    
    2016
  Postretirement Plan2008
    
    2007Healthcare cost trend rate assumed for next yearUnder 65
    
    
    10.00
    %
    
    
    9.00
    %65 and older
    
    
    12.00
    %
    
    
    11.00
    %Rate to which the cost trend rate is assumed to declineUnder 65
    
    
    5.00
    %
    
    
    5.00
    %65 and older
    
    
    5.00
    %
    
    
    5.00
    %Year ultimate trend rate is reached
    
    
    2014
    
    
    
    2013
  One Percent ChangeIncrease
    
    DecreaseEffect on the aggregate of the service and interest cost components of net periodic
postretirement benefit cost (Consolidated Statement of Operations)
    
    $
    102
    
    
    $
    (93
    )Effect on accumulated postretirement benefit obligation (Consolidated Balance Sheet)
    
    $
    15
    
    
    $
    (15
    )
 Plan Assets
  Plan Assets at
    
    Asset Allocation
    
    
    Plan Assets at
    
    Asset AllocationDecember 31,
    
    Target
    
    
    December 31,
    
    Target2008
    
    
    2007Equity securities
    
    
    58
    %
    
    
    65
    %
    
    
    
    64
    %
    
    
    65
    %Debt securities
    
    
    42
    %
    
    
    35
    %
    
    
    
    36
    %
    
    
    35
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    
    100
    %
    
    
    100
    %
   F-40




---



##### Table of Contents



Estimated Future Benefit Payments
  Pension Plan
    
    Postretirement Plan2009
    
    $
    26,780
    
    
    $
    5,6352010
    
    
    12,176
    
    
    
    5,6742011
    
    
    12,641
    
    
    
    5,3982012
    
    
    12,918
    
    
    
    5,5182013
    
    
    13,104
    
    
    
    5,523Years 2014-2018
    
    
    68,405
    
    
    
    25,537
  Additional Information
  9. Commitments
  2009
    
    $
    18,0602010
    
    
    17,7322011
    
    
    16,3012012
    
    
    15,9352013
    
    
    14,911Thereafter
    
    
    73,206Total
    
    $
    156,145
  F-41




---



##### Table of Contents



10. Legal Proceedings
     11. Business Segments
  12. Related Party Transactions and Allocations
   F-42




---



##### Table of Contents



13. Valuation and Qualifying Accounts
 Net AdditionsBalance at
    
    Charged To
    
    Write-offs
    
    Balance atBeginning of
    
    Revenue
    
    Other and
    
    End of(in thousands
    
    Period
    
    and Expense
    
    Deductions
    
    PeriodAllowance for Doubtful Accounts and Sales ClaimsFor the year ended December 31, 2008
    
    $
    21,816
    
    
    
    117,153
    
    
    
    (104,803
    )
    
    $
    34,166For the year ended December 31, 2007
    
    $
    17,476
    
    
    
    85,536
    
    
    
    (81,196
    )
    
    $
    21,816For the eleven months ended December 31, 2006
    
    $
    57,500
    
    
    
    68,144
    
    
    
    (108,168
    )
    
    $
    17,476Deferred Income Tax Asset Valuation AllowanceFor the year ended December 31, 2008
    
    $
    596
    
    
    
    
    
    
    
    (336
    )
    
    $
    260For the year ended December 31, 2007
    
    $
    
    
    
    
    596
    
    
    
    
    
    
    $
    596
 14. Subsequent Events
  Form 10-Q
 F-43




---



##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls
 ,
  Remediation Plan for Material Weakness in Internal Control Over Financial Reporting
   
    
    During 2008, the Company began to implement, and during 2009 it will fully implement controls to formalize its
evaluation of deferred income tax balances including a comprehensive reconciliation between deferred income tax
balances determined on a basis in conformity with generally accepted accounting principles for financial reporting
purposes and those determined for tax reporting purposes;
    
    During 2008, the Company began to implement, and during 2009 it will fully implement an acceleration of the timing of
certain tax review activities, including apportionment and allocation for income tax reporting purposes, during the
financial statement closing process;
    
    The Company will improve documentation and institute more formalized review of tax positions taken, with senior
management and external experts, to ensure proper evaluation and accounting treatment of complex tax issues; and
    
    The Company will evaluate and supplement and/or train internal resources, as necessary, and evaluate external experts.
 53




---



##### Table of Contents



ITEM 9B. OTHER INFORMATION.
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  
 ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
   2008
    
    2007Audit fees (1)
    
    $
    2,983,500
    
    
    $
    2,936,500Audit-related fees (2)
    
    
    
    
    
    
    40,330Total fees
    
    $
    2,983,500
    
    
    $
    2,976,830
 
 (1)
    
    Audit fees for the years ended December 31, 2008 and 2007 were for professional services
rendered by KPMG LLP for the audits of the consolidated financial statements of RHD and its
subsidiary registrants, reviews of the financial statements included in RHD and its subsidiary
registrants Quarterly Reports on Form 10-Q and other audit services for RHD at a consolidated
level. The amount for 2008 represents an estimate of overall fees, which have not yet been
fully billed, and includes final amounts billed for the 2007 audits.(2)
    
    Audit-related fees for the year ended December 31, 2007 were for assurance and related
services rendered by KPMG LLP including acquisition due diligence and various other financial
accounting, reporting and assurance services. 54




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (a)(1) and (2)  List of financial statements and financial statement schedules
         55




---



##### Table of Contents



(b) Exhibits:
 ExhibitNumber
    
    Document3.1
    
    Certificate of Incorporation of Dex Media, Inc. (f/k/a Forward Acquisition Corp.)3.2
    
    Certificate of Amendment to the Certificate of Incorporation of Dex Media, Inc. (f/k/a Forward Acquisition Corp.)3.3
    
    Bylaws of Dex Media, Inc. (f/k/a/Forward Acquisition Corp.)4.1+
    
    Note Indenture with respect to the 8% Notes due 2013, between Dex Media, Inc. and U.S. Bank National
Association, as trustee, dated November 10, 2003.4.2+
    
    Form of 8% Notes due 2013 (included in exhibit 4.1).4.3+
    
    Discount Note Indenture with respect to the 9% Discount Notes due 2013, between Dex Media, Inc. and U.S. Bank
National Association, as trustee, dated November 10, 2003.4.4+
    
    Form of 9% Discount Notes due 2013 (included in exhibit 4.3).4.5+
    
    Discount Note Indenture with respect to the 9% Discount Notes due 2013, between Dex Media, Inc. and U.S. Bank
National Association, as trustee, dated February 11, 2004.4.6+
    
    Form of 9% Discount Notes due 2013 (included in exhibit 4.5).4.7+
    
    Senior Note Indenture with respect to the 8 1/2% Senior Notes due 2010, among Dex Media West LLC, Dex Media West
Finance Co. and U.S. Bank National Association, as trustee, dated August 29, 2003.4.8+
    
    Form of 8 1/2% Senior Notes due 2010 (included in exhibit 4.11).4.9+
    
    Senior Subordinated Note Indenture with respect to the 9 7/8% Senior Subordinated Notes due 2013, among Dex
Media West LLC, Dex Media West Finance Co. and U.S. Bank National Association, as trustee, dated August 29,
2003.4.10+
    
    Form of 9 7/8% Senior Subordinated Notes due 2013 (included in exhibit 4.13)4.11
    
    Indenture with respect to the 5 7/8% Senior Notes due 2011, among Dex Media West LLC, Dex Media West Finance
Co., and U.S. Bank National Association, as trustee, dated November 24, 2004 (incorporated by reference to Dex
Media West LLC and Dex Media West Finance Co.s Registration Statement on Form S-4 (File No. 333-121259),
declared effective on February 3, 2005).4.12
    
    Form of 5 7/8% Senior Notes due
2011 (included in Exhibit 4.11) (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).4.13
    
    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).
 56




---



##### Table of Contents



ExhibitNumber
    
    Document4.14
    
    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).4.15
    
    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+
    
    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. This agreement is no longer in effect.10.2+
    
    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).10.3+
    
    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).10.4+
    
    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.10.5+
    
    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.10.6+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Maggie Le Beau and Dex Media, Inc.10.7+*
    
    Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002.10.8+*
    
    First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003.10.9+*
    
    Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003.10.10+
    
    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, 2003.10.11+
    
    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, 2003.10.12+
    
    Intercompany License Agreement, by and among Dex Media, Inc., Dex Media East LLC and Dex Media West LLC,
effective as of September 9, 2003.
 57




---



##### Table of Contents



ExhibitNumber
    
    Document10.13*
    
    Dex Media, Inc. 2004 Incentive Award Plan (incorporated by reference to Dex Medias Registration Statement on
Form S-8 (File No. 333-120631), filed on November 19, 2004).10.14*
    
    Form of Restricted Stock Agreement pursuant to the 2004 Incentive Award Plan of Dex Media, Inc. (incorporated by
reference to Dex Medias Current Report on Form 8-K dated March 4, 2005).10.15
    
    Master Agreement for Printing
Services dated as of March 31, 2005, as amended, by and between Dex Media, Inc., on behalf of
itself and it subsidiaries Dex Media East LLC and Dex Media West LLC, and Quebecor World (USA) Inc.
(incorporated by reference to Exhibit 10.3 to Dex Medias Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, Commission File No. 1-32249).10.16*
    
    Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Medias Current Report on Form 8-K
dated May 17, 2005).10.17*
    
    Form of Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and each of its Senior VicePresidents (incorporated by reference to Dex Medias Current Report on Form 8-K/A dated October 18, 2005).10.18*
    
    Form of Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and each of its Vice Presidents
(incorporated by reference to Dex Medias Current Report on Form 8-K/A dated October 18, 2005).10.19*
    
    Form of Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and each of its Senior Vice
Presidents and Vice Presidents (incorporated by reference to Dex Medias Current Report on Form 8-K dated
December 19, 2005).10.20
    
    Amended and Restated Credit Agreement, dated January 31, 2006, by and among Dex Media, Inc. (f/k/a Forward
Acquisition Corp.), Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A., as administrative
agent, and the other entities from time to time parties thereto (incorporated by reference to Exhibit 10.1 to
Dex Media, Inc.s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6,
2006, Commission File No. 333-131626). This
agreement is no longer in effect.10.21
    
    Reaffirmation Agreement, dated January 31, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex Media West
LLC, Dex Media West Finance Co., and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference
to Exhibit 10.2 to Dex Medias Current Report of Form 8-K filed with the Securities and Exchange Commission on
February 6, 2006, Commission File No. 333-131626). This
agreement is no longer in effect.
 58




---



##### Table of Contents



ExhibitNumber
    
    Document10.22
    
    First Amendment, dated as of April 24, 2006, to the Credit Agreement, dated as of September 9, 2003, as amended
and restated as of January 31, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, the
lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, and the other agents parties thereto (incorporated by reference to Dex Medias Current Report of Form 8-K
filed with the Securities and Exchange Commission on April 28, 2006, Commission File No. 333-131626). This
agreement is no longer in effect.10.23
    
    Reaffirmation Agreement, dated as of April 24, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex Media West
LLC, Dex Media West Finance Co. and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to
Dex Medias Current Report of Form 8-K filed with the Securities and Exchange Commission on April 28, 2006,
Commission File No. 333-131626). This
agreement is no longer in effect.10.24
    
    Credit Agreement, dated as of October 24, 2007, by and among Dex Media East LLC, as borrower, Dex Media East,
Inc., Dex Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the several
banks and other financial institutions or entities from time to time party thereto (incorporated by reference to
Exhibit 10.1 to Dex Media East LLCs Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 26, 2007, Commission File No. 333-102395)10.25
    
    Guarantee and Collateral Agreement, dated as of October 24, 2007, by and among Dex Media East LLC, Dex Media
East Inc., the subsidiary guarantor a party thereto and JPMorgan Chase Bank, NA, as Collateral Agent
(incorporated by reference to Exhibit 10.2 to Dex Media East LLCs Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 26, 2007, Commission File No. 333-102395)10.26
    
    Pledge Agreement, dated as of October 24, 2007, by and among Dex Media, Inc. and JPMorgan Chase Bank, NA, as
Collateral Agent (incorporated by reference to Exhibit 10.2 to Dex Media, Inc.s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on October 26, 2007, Commission File No. 333-131626)10.27
    
    Credit Agreement, dated June 6, 2008, among Dex Media,
    Inc., Dex Media West, Inc., Dex Media West LLC, the several
    banks and other financial institutions or entities from time to
    time parties thereto as lenders, J.P. Morgan Securities
    Inc. and Banc of America Securities LLC, as co-lead arrangers
    and joint-bookrunners, JPMorgan Chase Bank, N.A., as
    administrative agent, and Bank of America, N.A., as syndication
    agent (incorporated by reference to Exhibit 10.3 to RHDs Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    June 9, 2008, Commission File
    No. 001-07155).10.28
    
    Pledge Agreement, dated as of June 6, 2008, among Dex
    Media, Inc. and JPMorgan Chase Bank, N.A., as collateral agent
    (incorporated by reference to Exhibit 10.5 to RHDs Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    June 9, 2008, Commission File
    No. 001-07155).31.1++++
    
    Certification of Annual Report on Form 10-K for the period ended December 31, 2008 by David C. Swanson, Chairman
and Chief Executive Officer of Dex Media, Inc. under Section 302 of the Sarbanes Oxley Act.31.2++++
    
    Certification of Annual Report on Form 10-K for the period ended December 31, 2008 by Steven M. Blondy,
Executive Vice President, Chief Financial Officer and Director of Dex Media, Inc. under Section 302 of the
Sarbanes Oxley Act.32.1++++
    
    Certification of Annual Report on Form 10-K for the period ended December 31, 2008 under Section 906 of the
Sarbanes Oxley Act by David C. Swanson, Chairman and Chief Executive Officer, and Steven M. Blondy, Executive
Vice President, Chief Financial Officer and Director of Dex Media, Inc.
 
 +
    
    Incorporated by reference to Dex Medias Registration Statement on Form S-4 (File No.
333-114472), declared effective on May 14, 2004.++
    
    Incorporated by reference to Dex Medias Registration Statement on Form S-1 (File No.
333-115489) and amendments thereto, declared effective on July 21, 2004.+++
    
    Incorporated by reference to Dex Medias Registration Statement on Form S-1 (File No.
333-121859) and amendments thereto, declared effective on January 25, 2005.++++
    
    Filed herewith.*
    
    Identifies each management contract or compensatory plan or arrangement. 59




---



##### Table of Contents



SIGNATURES
  DEX MEDIA, INC.By:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President,
Chief Financial Officer and Director
(Principal Financial Officer)   /s/ David C. Swanson

(David C. Swanson)
    
    Chairman of the Board of Directors

and Chief Executive Officer
(Principal Executive Officer)
    
    March 31, 2009/s/ Steven M. Blondy

(Steven M. Blondy)
    
    Executive Vice President, 
Chief Financial Officer and Director
(Principal Financial Officer)
    
    March 31, 2009/s/ Robert J. Bush
(Robert
J. Bush)
    
    Vice President  Interim Controller
(Interim Principal Accounting Officer)
    
    March 31, 2009/s/ Jenny L. Apker
(Jenny
L. Apker)
    
    Director
    
    March 31, 2009
 60




---



##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Document31.1*
    
    Certification of Annual Report on Form 10-K for the period
ended December 31, 2008 by David C. Swanson, Chairman and
Chief Executive Officer of Dex Media, Inc. under Section 302
of the Sarbanes Oxley Act.31.2*
    
    Certification of Annual Report on Form 10-K for the period
ended December 31, 2008 by Steven M. Blondy, Executive Vice
President, Chief Financial Officer and Director of Dex Media,
Inc. under Section 302 of the Sarbanes Oxley Act.32.1*
    
    Certification of Annual Report on Form 10-K for the period
ended December 31, 2008 under Section 906 of the Sarbanes
Oxley Act by David C. Swanson, Chairman and Chief Executive
Officer, and Steven M. Blondy, Executive Vice President, Chief
Financial Officer and Director of Dex Media, Inc.
 
 *
    
    Filed herewith 61