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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 Annual Report Pursuant
to Sections 13 or 15(d) of the Securities Exchange Act of 1934
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year endedDecember 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from
 Commission file number 333-131626
 DEX MEDIA, INC.
  Delaware
    
    20-4059762(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code (919) 297-1600
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 þ o
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  THE REGISTRANT IS A WHOLLY-OWNED SUBSIDIARY OF R.H. DONNELLEY CORPORATION. THE REGISTRANT MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS I(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING
THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
 DOCUMENTS INCORPORATED BY REFERENCE
 None




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##### 



TABLE OF CONTENTS
 PART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    14Item 1B.
    
    Unresolved Staff Comments
    
    
    23Item 2.
    
    Properties
    
    
    23Item 3.
    
    Legal Proceedings
    
    
    24Item 4.*
    
    Submission of Matters to a Vote of Security Holders
    
    
    24PART II
    
    
    24Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    24Item 6.**
    
    Selected Financial Data
    
    
    24Item 7.***
    
    Managements Narrative Analysis of Results of Operations
    
    
    25Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 8.
    
    Financial Statements and Supplementary Data
    
    
    F-1Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
    
    
    36Item 9A.
    
    Controls and Procedures
    
    
    36Item 9B.
    
    Other Information
    
    
    36PART III
    
    
    36Item 10.*
    
    Directors, Executive Officers and Corporate Governance
    
    
    36Item 11.*
    
    Executive Compensation
    
    
    36Item 12.*
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    36Item 13.*
    
    Certain Relationships and Related Transactions and Director Independence
    
    
    36Item 14.
    
    Principal Accountant Fees and Services
    
    
    36PART IV
    
    
    38Item 15.
    
    Exhibits and Financial Statement Schedules
    
    
    38Signatures
    
    
    
    
    44Exhibit 31.1Exhibit 31.2Exhibit 32.1
  
 *
    
    Omitted pursuant to General Instructions I(2)(c) of Form 10-K.**
    
    Omitted pursuant to General Instructions I(2)(a) of Form 10-K.***
    
    Pursuant to General Instructions I(2)(a) of Form 10-K: (i) the information called for by Item
7, Managements Discussion and Analysis of Financial Condition and Results of Operations, has
been omitted and (ii) the registrant is providing a Managements Narrative Analysis of Results
of Operations. 2




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PART I
 
 ITEM 1. BUSINESS.
 General
   Corporate Overview
  TM TM ®
  ® ® ®
  3




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Significant Business Developments
 Acquisitions
  Debt Refinancing
  ,
  Historical Overview
   4




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Segment Reporting
  Business Overview
   Products and Services
  Print Products
   5




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Yellow Pages
   Listing options
 In-column advertising options
 Display advertising options
 White Pages
   Specialty/Awareness Products
  6




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Online Products and Services
   
    
    Internet Yellow Pages  DexKnows.com;
    
    Internet Marketing -Dex Search Marketing;
    
    Business Search Engine and directory and performance based advertising -Business.com,
Work.com and the Business.com Advertising Network.
 DexKnows.com
     ®
 
    
    Featured Listingssponsored listings with guaranteed placement on the first or second
results pages for broader exposure in a specific geography or category.
    
    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.
 7




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Dex Search Marketing
   
    
    Storefront Profileconstructs a simple but content rich presence on the web for the
advertiser that is highly optimized 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 Storefront Profile.
  Business.com
   8




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




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Publishing and Information Services
 ®
 Printing and Distribution
    Credit Collections and Bad Debt Expense
    10




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Competition
        11




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Raw Materials
  Agreements Between Us, Dex Media East and/or Dex Media West and Qwest
  
    
    Publishing Agreement.Pursuant to a publishing agreement, Qwest granted us the right to
be the exclusive official directory publisher of listings and classified advertisements of
Qwests telephone customers in the geographic areas in the Dex States in which Qwest
provides local telephone service. This agreement granted us the right to identify ourselves
(including on our websites) as Qwests exclusive official directory publisher for its
legally required directories, as well as certain other directories in Qwests service areas
in the Dex States. This agreement will remain in effect for 50 years from November 8, 2002
and will automatically renew for additional one year terms unless either Qwest or we provide
12 months notice of termination.
    
    Non-Competition and Non-Solicitation Agreement.Under a non-competition and
non-solicitation agreement, Qwest agreed, for a period of 40 years after November 8, 2002,
not to sell directory products consisting principally of listings and classified
advertisements for subscribers in the geographic areas in the Dex States in which Qwest
provides local telephone service directed primarily at customers in those geographic areas.
The non-solicitation provisions contained in this agreement have expired.
    
    Billing and Collection Services Agreement.Pursuant to a billing and collection services
agreement (which was renewed effective November 1, 2004), Qwest will continue until 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 2007, Qwest billed approximately
31% of our local revenue on our behalf, and we billed the remaining 69% 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
 12




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customers in the applicable service area. The term of the master telecommunications commitment
agreement extends until November 8, 2017.
  Intellectual Property
     
    
    improve the consumer experience on DexKnows.com;
    
    implement PBA on DexKnows.com; and
    
    implement an advertising network for DexKnows.com.
    13




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Employees
  
 ITEM 1A. RISK FACTORS
 Forward-Looking Information
   1) Our ability to meet substantial debt service obligations
   
    
    our ability to obtain additional financing in excess of the borrowing capacity under the
revolving portions of the various credit facilities of our subsidiaries on satisfactory
terms to fund working capital requirements, capital expenditures, acquisitions, investments,
debt service requirements and other general corporate requirements is limited;
    
    we are more vulnerable to general economic downturns, competition and industry
conditions, which could place us at a competitive disadvantage compared to our competitors
that may be less leveraged;
    
    we face increased exposure to rising interest rates as a portion of our debt is at
variable interest rates;
    
    we have reduced availability of cash flow to fund working capital requirements, capital
expenditures, acquisitions or other strategic initiatives, investments and other general
corporate requirements because a substantial portion of our cash flow will be needed to
service our debt obligations;
    
    we have limited flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate;
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
    
    the agreements governing our debt substantially limit our ability to access the cash flow
and value of our subsidiaries and, therefore, to make payments on our notes and the notes of
our subsidiaries;
    
    our ability to borrow additional funds or refinance existing indebtedness may be limited;
and
    
    there could be a material adverse effect on our business and financial condition if we
were unable to service our debt or obtain additional financing, as needed.
  2) Restrictive covenants under our debt agreements
  
    
    incur additional debt;
    
    pay dividends on our subsidiaries equity interests, repurchase their equity interests or
make other payments to RHD, which could adversely affect the ability of Dex Media to satisfy
its obligations under its notes;
    
    make certain investments;
    
    enter into certain types of transactions with affiliates;
    
    expand into unrelated businesses;
    
    create liens;
    
    sell certain assets or merge with or into other companies; and
    
    designate subsidiaries as unrestricted subsidiaries.
   15




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3) Competition
     
    16




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4) Usage of printed yellow pages directories and changes in technology
   
    
    impair our ability to maintain or increase our advertising prices;
    
    cause businesses that purchase advertising in our yellow pages directories to reduce or
discontinue those purchases; and
    
    discourage businesses that do not purchase advertising in our yellow pages directories
from doing so.
   5) Recognition of impairment charges for our intangible assets or goodwill
 Accounting for the
Impairment or Disposal of Long-lived Assets Goodwill and Other Intangible Assets
 17




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6) Information technology modernization effort and related IT matters
    7) Impact of bankruptcy proceedings against Qwest during the term of the respective commercial
arrangements
    
    
    Qwest, or a trustee acting on its behalf, could seek to reject our agreements with it as
executory contracts under U.S. bankruptcy law, thus allowing it to avoid its obligations
under such contracts. Loss of substantial rights under these agreements could effectively
require us to operate our business as an independent directory business, which could have a
material adverse effect on us.
 18




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
    
    Qwest, or a trustee acting on its behalf, could seek to sell certain of its assets,
including the assets relating to its local telephone business, to third parties pursuant to
the approval of the bankruptcy court. In such case, the purchaser of any such assets might
be able to avoid, among other things, our rights under the publishing agreement, trademark
license agreement and non-competition agreement with Qwest.
    
    We may have difficulties obtaining the funds collected by Qwest on our behalf pursuant to
the billing and collection service agreements at the time such proceeding is instituted,
although pursuant to such agreements, Qwest prepares settlement statements ten times per
month for each state in the Dex States summarizing the amounts due to Dex Media East and Dex
Media West and purchases Dex Media Easts and Dex Media Wests accounts receivable billed by
it within approximately nine business days following such settlement date. Further, if Qwest
continued to bill our customers pursuant to the billing and collection services agreement
following any such bankruptcy filing, customers of Qwest may be less likely to pay on time,
or at all, bills received, including the amount owed to us.
  8) 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.
   19




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9) Future changes in directory publishing obligations in Qwest markets and other regulatory matters
     10) Reliance on, and extension of credit to, small and medium-sized businesses
  11) Dependence on third-party providers of printing, distribution, delivery and IT services
  20




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12) Fluctuations in the price and availability of paper
   13) The sale of advertising to national accounts is coordinated by third parties that we do not
control
   14) General economic factors
  21




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
    
    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.
 15) Work stoppages among our sales force
  16) Turnover among our sales force or key management
   17) The loss of important intellectual property rights
  22




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18) Legal Proceedings
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  ApproximateSquare
    
    
    
    LeaseProperty Location
    
    Footage
    
    Purpose
    
    ExpirationAurora, CO (1)
    
    
    200,000
    
    
    Sales and Operations
    
    
    2008Englewood, CO (2)
    
    
    161,000
    
    
    Sales and Administration
    
    
    2008Cary, NC
    
    
    122,000
    
    
    Corporate Headquarters
    
    
    2015Omaha, NE
    
    
    103,000
    
    
    Sales and Operations
    
    
    2010Phoenix, AZ
    
    
    58,000
    
    
    Sales and Operations
    
    
    2017Morrisville, NC
    
    
    55,000
    
    
    Pre-Press Publishing
    
    
    2011Maple Grove, MN
    
    
    53,000
    
    
    Sales and Operations
    
    
    2017Overland Park, KS
    
    
    52,000
    
    
    Sales and Operations
    
    
    2009Beaverton, OR
    
    
    44,000
    
    
    Sales and Operations
    
    
    2016Bellevue, WA
    
    
    42,000
    
    
    Sales and Operations
    
    
    2008Bristol, TN
    
    
    25,000
    
    
    Graphics Operations
    
    OwnedMurray, UT
    
    
    25,000
    
    
    Sales and Operations
    
    
    2009
 
 RHD and the Company also lease space for additional operations, administrative and sales offices.RHD and the Company believe that our current facilities are adequate for our current and future
operations.(1)
    
    The Company has entered into a new lease agreement in Englewood, CO, which will
become effective upon the expiration of the existing lease in November 2008. The new lease expires
in October 2018 and includes approximately 137,000 square feet of office space.(2)
    
    The Company has entered into a new lease agreement in Lone Tree, CO, which will
become effective upon the expiration of the existing lease in October 2008. The new lease expires
in September 2019 and includes approximately 143,000 square feet of office space. 23




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ITEM 3. LEGAL PROCEEDINGS
     
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
   
 ITEM 6. SELECTED FINANCIAL DATA
  24




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ITEM 7. MANAGEMENTS NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
   Corporate Overview
  TM TM ®
  ® ® ®
   25




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Significant Business Developments
 Acquisitions
  Debt Refinancing
  ,
  Historical Overview
   26




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Forward-Looking Information
  Segment Reporting
  New Accounting Pronouncements
 Business Combinations Business Combinations
  27




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The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Fair Value Measurements
  28




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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, 2006As Previously
    
    
    
    
    
    As
    
    As Previously
    
    
    
    
    
    As(in thousands)
    
    Reported
    
    Reclass
    
    Reclassified
    
    Reported
    
    Reclass
    
    ReclassifiedCost of revenue
    
    $
    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
 29




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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
     30




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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
    
    $ ChangeCost of revenue
    
    $
    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
  Cost of Revenue
   31




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Selling and Support Expenses
   General and Administrative Expenses
  Depreciation and Amortization Expenses
  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
  32




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Interest Expense, Net
    Income Taxes
  33




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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
    
    $
    300(3),
    (6)
    
    
    4.925% - 4.9435
    %
    
    February 14, 2008 -February 14, 2009February 28, 2006
    
    
    50(1),
    (6)
    
    
    4.93275
    %
    
    August 28, 2008March 10, 2006
    
    
    150(2),
    (6)
    
    
    5.010
    %
    
    March 10, 2008May 25, 2006
    
    
    100(1),
    (6)
    
    
    5.326
    %
    
    May 25, 2009May 26, 2006
    
    
    200(2),
    (6)
    
    
    5.2725% - 5.275
    %
    
    May 26, 2009June 12, 2006
    
    
    150(2),
    (6)
    
    
    5.27% - 5.279
    %
    
    June 12, 2009November 26, 2007
    
    
    600(4),
    (5)
    
    
    4.1852% - 4.604
    %
    
    November 26, 2010  November 26, 2012Total
    
    $
    1,550
 
 (1)
    
    Consists of one swap(2)
    
    Consists of two swaps(3)
    
    Consists of three swaps(4)
    
    Consists of four swaps(5)
    
    Dex Media East swaps(6)
    
    Dex Media West swaps     34




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Market Risk Sensitive Instruments
 Accounting for Derivative
Instruments and Hedging Activities Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an Amendment of FAS 133 Amendment of
Statement 133 on Derivative Instruments and Hedging Activities,
  35




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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 at December 31, 2007 and 2006 (Successor Company)
    
    
    F-4Consolidated Statements of Operations and Comprehensive Income (Loss) for
the year ended December 31, 2007, the eleven months ended December 31, 2006
(Successor Company), the one month ended January 31, 2006, and the year
ended December 31, 2005 (Predecessor Company)
    
    
    F-5Consolidated Statements of Cash Flows for the year ended December 31, 2007,
the eleven months ended December 31, 2006 (Successor Company), the one month
ended January 31, 2006, and the year ended December 31, 2005 (Predecessor
Company)
    
    
    F-6Consolidated Statements of Changes in Shareholders (Shareholders) Equity
for the year ended December 31, 2007, the eleven months ended December 31,
2006 (Successor Company), the one month ended January 31, 2006, and the year
ended December 31, 2005 (Predecessor Company)
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
 F-1




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##### Table of Contents



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




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Share-Based Payment Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88,
106, and 132(R)
 
 F-3




---



##### Table of Contents



DEX MEDIA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31,(in thousands, except share data)
    
    2007
    
    2006AssetsCurrent AssetsCash and cash equivalents
    
    $
    12,975
    
    
    $
    28,589Accounts receivableBilled
    
    
    139,686
    
    
    
    127,459Unbilled
    
    
    509,809
    
    
    
    495,817Allowance for doubtful accounts and sales claims
    
    
    (21,816
    )
    
    
    (17,476
    )Net accounts receivable
    
    
    627,679
    
    
    
    605,800Deferred directory costs
    
    
    112,412
    
    
    
    144,619Short-term deferred income taxes, net
    
    
    39,044
    
    
    
    18,754Prepaid expenses and other current assets
    
    
    60,855
    
    
    
    57,322Total current assets
    
    
    852,965
    
    
    
    855,084Fixed assets and computer software, net
    
    
    83,268
    
    
    
    64,007Other non-current assets
    
    
    29,458
    
    
    
    19,231Intangible assets, net
    
    
    8,415,404
    
    
    
    8,715,655Goodwill
    
    
    2,557,719
    
    
    
    2,514,139Total Assets
    
    $
    11,938,814
    
    
    $
    12,168,116Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    100,990
    
    
    $
    87,953Due to parent, net
    
    
    60,435
    
    
    
    10,341Accrued interest
    
    
    66,878
    
    
    
    76,498Deferred directory revenue
    
    
    739,011
    
    
    
    758,587Current portion of long-term debt
    
    
    161,007
    
    
    
    270,431Total current liabilities
    
    
    1,128,321
    
    
    
    1,203,810Long-term debt
    
    
    4,480,235
    
    
    
    5,126,379Deferred income taxes, net
    
    
    2,143,313
    
    
    
    1,994,636Intercompany debt
    
    
    300,000
    
    
    
    Other non-current liabilities
    
    
    127,506
    
    
    
    124,111Total liabilities
    
    
    8,179,375
    
    
    
    8,448,936Commitments and contingenciesShareholders EquityCommon stock, par value $.01 per share, 1,000
shares authorized, issued and outstanding at
December 31, 2007 and 2006
    
    
    
    
    
    
    Additional paid-in capital
    
    
    3,884,125
    
    
    
    3,959,125Accumulated deficit
    
    
    (120,902
    )
    
    
    (240,665
    )Accumulated other comprehensive (loss) income
    
    
    (3,784
    )
    
    
    720Total Shareholders Equity
    
    
    3,759,439
    
    
    
    3,719,180Total Liabilities and Shareholders Equity
    
    $
    11,938,814
    
    
    $
    12,168,116
  F-4




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##### Table of Contents



DEX MEDIA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 Successor Company
    
    
    Predecessor CompanyEleven MonthsYear Ended
    
    Ended
    
    
    
    
    
    
    Year EndedDecember 31,
    
    December 31,
    
    
    One Month Ended
    
    December 31,(in thousands)
    
    2007
    
    2006
    
    
    January 31, 2006
    
    2005Net revenues
    
    $
    1,632,150
    
    
    $
    857,215
    
    
    
    $
    139,895
    
    
    $
    1,658,235ExpensesCost of revenue (exclusive of depreciation
and amortization shown separately below)
    
    
    264,122
    
    
    
    217,720
    
    
    
    
    21,194
    
    
    
    219,968Selling and support expenses
    
    
    416,414
    
    
    
    358,526
    
    
    
    
    33,014
    
    
    
    371,421General and administrative expenses
    
    
    52,580
    
    
    
    62,277
    
    
    
    
    39,555
    
    
    
    164,314Depreciation and amortization
    
    
    332,494
    
    
    
    230,609
    
    
    
    
    26,810
    
    
    
    377,231Total expenses
    
    
    1,065,610
    
    
    
    869,132
    
    
    
    
    120,573
    
    
    
    1,132,934Operating income (loss)
    
    
    566,540
    
    
    
    (11,917
    )
    
    
    
    19,322
    
    
    
    525,301Interest expense, net
    
    
    359,390
    
    
    
    375,892
    
    
    
    
    37,494
    
    
    
    445,742Income (loss) before income taxes
    
    
    207,150
    
    
    
    (387,809
    )
    
    
    
    (18,172
    )
    
    
    79,559Provision (benefit) for income taxes
    
    
    87,175
    
    
    
    (147,144
    )
    
    
    
    1,872
    
    
    
    32,776Net income (loss)
    
    $
    119,975
    
    
    $
    (240,665
    )
    
    
    $
    (20,044
    )
    
    $
    46,783Comprehensive Income (Loss)Net income (loss)
    
    $
    119,975
    
    
    $
    (240,665
    )
    
    
    $
    (20,044
    )
    
    $
    46,783Unrealized (loss) gain on interest
rate swaps, net of tax (benefit)
provision of ($6,340), $(1,952), $57
and $1,338 for the year ended
December 31, 2007, the eleven months
ended December 31, 2006, the one
month ended January 31, 2006, and
the year ended December 31, 2005,
respectively
    
    
    (10,763
    )
    
    
    (3,065
    )
    
    
    
    90
    
    
    
    2,101Benefit plans adjustment, net of tax
provision of $3,697
    
    
    6,259
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive income (loss)
    
    $
    115,471
    
    
    $
    (243,730
    )
    
    
    $
    (19,954
    )
    
    $
    48,884
  F-5




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##### Table of Contents



DEX MEDIA, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Successor Company
    
    
    Predecessor CompanyEleven Months
    
    
    One MonthYear Ended
    
    Ended
    
    
    Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    
    January 31,
    
    December 31,(in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2005Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    119,975
    
    
    $
    (240,665
    )
    
    
    $
    (20,044
    )
    
    $
    46,783Reconciliation of net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    332,494
    
    
    
    230,609
    
    
    
    
    26,810
    
    
    
    377,231Deferred income tax provision (benefit)
    
    
    87,144
    
    
    
    (147,144
    )
    
    
    
    1,872
    
    
    
    32,766Provision for bad debts
    
    
    44,225
    
    
    
    33,479
    
    
    
    
    8,288
    
    
    
    61,288Stock-based compensation expense
    
    
    21,019
    
    
    
    17,507
    
    
    
    
    3,872
    
    
    
    13,755Interest rate swap ineffectiveness
    
    
    1,303
    
    
    
    550
    
    
    
    
    194
    
    
    
    (1,419
    )Amortization of deferred financing costs
    
    
    2,464
    
    
    
    2,287
    
    
    
    
    2,259
    
    
    
    36,957Amortization of debt fair value adjustment
    
    
    (92,127
    )
    
    
    (26,355
    )
    
    
    
    
    
    
    
    Accretion on discount notes
    
    
    57,464
    
    
    
    48,435
    
    
    
    
    4,229
    
    
    
    48,484Loss on disposal of assets
    
    
    96
    
    
    
    
    
    
    
    
    
    
    
    
    196Loss on extinguishment of debt
    
    
    32,020
    
    
    
    
    
    
    
    
    
    
    
    
    Changes in assets and liabilities:Increase in accounts receivable
    
    
    (66,446
    )
    
    
    (45,773
    )
    
    
    
    (202
    )
    
    
    (80,357
    )Decrease
(increase) in other assets
    
    
    14,698
    
    
    
    (27,656
    )
    
    
    
    4,275
    
    
    
    2,197Increase (decrease) in accounts payable and
accrued liabilities
    
    
    8,370
    
    
    
    (59,123
    )
    
    
    
    11,448
    
    
    
    7,256Increase (decrease) in amounts due to parent
    
    
    26,736
    
    
    
    (13,574
    )
    
    
    
    
    
    
    
    (Decrease) increase in deferred directory revenue
    
    
    (19,576
    )
    
    
    653,966
    
    
    
    
    (3,160
    )
    
    
    13,793Increase in other non-current liabilities
    
    
    7,449
    
    
    
    4,631
    
    
    
    
    1,101
    
    
    
    14,482Net cash provided by operating activities
    
    
    577,308
    
    
    
    431,174
    
    
    
    
    40,942
    
    
    
    573,412Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (45,448
    )
    
    
    (24,931
    )
    
    
    
    (1,144
    )
    
    
    (37,180
    )Net cash used in investing activities
    
    
    (45,448
    )
    
    
    (24,931
    )
    
    
    
    (1,144
    )
    
    
    (37,180
    )Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs
    
    
    1,088,822
    
    
    
    444,193
    
    
    
    
    
    
    
    
    Note and
credit facilities repayments
    
    
    (1,817,453
    )
    
    
    (594,228
    )
    
    
    
    
    
    
    
    (505,125
    )Revolver borrowings
    
    
    403,000
    
    
    
    567,600
    
    
    
    
    
    
    
    
    288,000Revolver repayments
    
    
    (406,450
    )
    
    
    (552,100
    )
    
    
    
    (10,000
    )
    
    
    (266,000
    )Premium paid on debt redemption
    
    
    (31,793
    )
    
    
    (2,914
    )
    
    
    
    
    
    
    
    (Decrease) increase in checks not yet presented for
payment
    
    
    (8,600
    )
    
    
    6,812
    
    
    
    
    (1,224
    )
    
    
    (4,058
    )Proceeds from employee stock option exercises
    
    
    
    
    
    
    
    
    
    
    
    2,912
    
    
    
    1,460Payment of debt refinance costs
    
    
    
    
    
    
    (1,012
    )
    
    
    
    
    
    
    
    (3,808
    )Intercompany debt
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    Contribution by parent
    
    
    75,000
    
    
    
    22,000
    
    
    
    
    
    
    
    
    Distributions to parent
    
    
    (150,000
    )
    
    
    (287,745
    )
    
    
    
    
    
    
    
    Common stock dividends paid
    
    
    
    
    
    
    
    
    
    
    
    (13,554
    )
    
    
    (54,127
    )Net cash used in financing activities
    
    
    (547,474
    )
    
    
    (397,394
    )
    
    
    
    (21,866
    )
    
    
    (543,658
    )(Decrease) increase in cash and cash equivalents
    
    
    (15,614
    )
    
    
    8,849
    
    
    
    
    17,932
    
    
    
    (7,426
    )Cash and cash equivalents, beginning of period
    
    
    28,589
    
    
    
    19,740
    
    
    
    
    1,808
    
    
    
    9,234Cash and cash equivalents, end of period
    
    $
    12,975
    
    
    $
    28,589
    
    
    
    $
    19,740
    
    
    $
    1,808Supplemental Information:Cash interest paid
    
    $
    360,995
    
    
    $
    370,398
    
    
    
    $
    15,126
    
    
    $
    355,483
  F-6




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##### 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, 2004
    
    $
    1,503
    
    
    $
    833,736
    
    
    $
    (153,916
    )
    
    $
    (788
    )
    
    $
    680,535Stock based compensation expense
    
    
    
    
    
    
    13,755
    
    
    
    
    
    
    
    
    
    
    
    13,755Issuance of restricted stock
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Common stock option exercise
    
    
    3
    
    
    
    1,457
    
    
    
    
    
    
    
    
    
    
    
    1,460Tax impact of common stock option
exercise
    
    
    
    
    
    
    550
    
    
    
    
    
    
    
    
    
    
    
    550Common stock dividends declared
    
    
    
    
    
    
    (54,245
    )
    
    
    
    
    
    
    
    
    
    
    (54,245
    )Net income
    
    
    
    
    
    
    
    
    
    
    46,783
    
    
    
    
    
    
    
    46,783Unrealized gain on interest rate
swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,101
    
    
    
    2,101Balance, December 31, 2005
    
    
    1,507
    
    
    
    795,253
    
    
    
    (107,133
    )
    
    
    1,313
    
    
    
    690,940Stock based compensation expense
    
    
    
    
    
    
    3,872
    
    
    
    
    
    
    
    
    
    
    
    3,872Common stock option exercise
    
    
    6
    
    
    
    2,906
    
    
    
    
    
    
    
    
    
    
    
    2,912Other
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    62Net loss
    
    
    
    
    
    
    
    
    
    
    (20,044
    )
    
    
    
    
    
    
    (20,044
    )Unrealized gain on interest rate
swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90
    
    
    
    90Balance, January 31, 2006
    
    $
    1,513
    
    
    $
    802,093
    
    
    $
    (127,177
    )
    
    $
    1,403
    
    
    $
    677,832Successor CompanyCapitalization at RHD Merger
    
    $
    
    
    
    $
    4,224,870
    
    
    $
    
    
    
    $
    
    
    
    $
    4,224,870Contribution by parent
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    
    
    
    
    22,000Distribution to parent
    
    
    
    
    
    
    (287,745
    )
    
    
    
    
    
    
    
    
    
    
    (287,745
    )Net loss
    
    
    
    
    
    
    
    
    
    
    (240,665
    )
    
    
    
    
    
    
    (240,665
    )Unrealized loss on interest rate
swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,065
    )
    
    
    (3,065
    )Adjustment to initially apply SFAS
No. 158, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,785
    
    
    
    3,785Balance, December 31, 2006
    
    
    
    
    
    
    3,959,125
    
    
    
    (240,665
    )
    
    
    720
    
    
    
    3,719,180Contribution 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
    )
    
    $
    3,759,439
  F-7




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##### 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
    Reclassifications
  Successor Company
    
    Predecessor CompanyEleven Months Ended
    
    One Month EndedDecember 31, 2006
    
    January 31, 2006
    
    Year Ended December 31, 2005As
    
    
    
    
    
    
    
    
    
    As
    
    
    
    
    
    
    
    
    
    As(in
    
    Previously
    
    
    
    
    
    As
    
    Previously
    
    
    
    
    
    As
    
    Previously
    
    
    
    
    
    Asthousands)
    
    Reported
    
    Reclass
    
    Reclassified
    
    Reported
    
    Reclass
    
    Reclassified
    
    Reported
    
    Reclass
    
    ReclassifiedCost of revenue
    
    $
    565,635
    
    
    $
    (347,915
    )
    
    $
    217,720
    
    
    $
    60,245
    
    
    $
    (39,051
    )
    
    $
    21,194
    
    
    $
    665,541
    
    
    $
    (445,573
    )
    
    $
    219,968Selling and support
expenses
    
    
    
    
    
    
    358,526
    
    
    
    358,526
    
    
    
    
    
    
    
    33,014
    
    
    
    33,014
    
    
    
    
    
    
    
    371,421
    
    
    
    371,421General and
administrative
expenses
    
    
    72,888
    
    
    
    (10,611
    )
    
    
    62,277
    
    
    
    33,518
    
    
    
    6,037
    
    
    
    39,555
    
    
    
    90,162
    
    
    
    74,152
    
    
    
    164,314
 F-8




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##### Table of Contents



Significant Business Developments
 Acquisitions
  Debt Refinancing
    Historical Overview
    F-9




---



##### Table of Contents



2. Summary of Significant Accounting Policies
 Revenue Recognition.
 Accounting for Advertising Barter Transactions
 Revenue Arrangements with Multiple Deliverables.
 Deferred Directory Costs.
 Cash and Cash Equivalents. .
 Accounts Receivable.
 F-10




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##### Table of Contents



Fixed Assets and Computer Software.
 2007
    
    
    2006Computer software
    
    $
    95,999
    
    
    
    $
    63,052Computer equipment
    
    
    21,185
    
    
    
    
    16,797Machinery and equipment
    
    
    1,269
    
    
    
    
    1,222Furniture and fixtures
    
    
    4,668
    
    
    
    
    2,264Leasehold improvements
    
    
    11,580
    
    
    
    
    4,856Construction in Process  Computer software and equipment
    
    
    12,189
    
    
    
    
    7,080Total cost
    
    
    146,890
    
    
    
    
    95,271Less accumulated depreciation and amortization
    
    
    (63,622
    )
    
    
    
    (31,264
    )Net fixed assets and computer software
    
    $
    83,268
    
    
    
    $
    64,007
  Successor Company
    
    
    Predecessor CompanyEleven Months
    
    
    
    
    
    
    Year EndedYear Ended
    
    Ended December
    
    
    One Month Ended
    
    December 31,December 31, 2007
    
    31, 2006
    
    
    January 31, 2006
    
    2005Depreciation of fixed assets
    
    $
    8,488
    
    
    $
    10,545
    
    
    
    $
    789
    
    
    $
    11,727Amortization of computer software
    
    
    23,755
    
    
    
    20,719
    
    
    
    
    1,738
    
    
    
    19,802Total depreciation and
amortization on fixed assets and
computer software
    
    $
    32,243
    
    
    $
    31,264
    
    
    
    $
    2,527
    
    
    $
    31,529
 Identifiable Intangible Assets and Goodwill
   F-11




---



##### Table of Contents



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
  December 31, 2006Directory
    
    Local
    
    NationalServices
    
    Customer
    
    CMR
    
    Trade
    
    AdvertisingAgreements
    
    Relationships
    
    Relationships
    
    Names
    
    Commitment
    
    TotalFair value
    
    $
    7,320,000
    
    
    $
    875,000
    
    
    $
    205,000
    
    
    $
    490,000
    
    
    $
    25,000
    
    
    $
    8,915,000Accumulated amortization
    
    
    (159,762
    )
    
    
    
    
    
    
    (7,729
    )
    
    
    (29,944
    )
    
    
    (1,910
    )
    
    
    (199,345
    )Net intangible assets
    
    $
    7,160,238
    
    
    $
    875,000
    
    
    $
    197,271
    
    
    $
    460,056
    
    
    $
    23,090
    
    
    $
    8,715,655
  ®
  F-12




---



##### Table of Contents



Goodwill and Other
Intangible Assets
      Interest Expense and Deferred Financing Costs.
 F-13




---



##### Table of Contents



Advertising Expense.
 Concentration of Credit Risk.
   Derivative Financial Instruments and Hedging Activities. Accounting for Derivative
Instruments and Hedging Activities , Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FAS 133 Amendment of Statement 133 on Derivative Instruments and Hedging Activities.
  F-14




---



##### Table of Contents



Pension and Postretirement Benefits.
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R)
  Income Taxes. Accounting for Income Taxes
 F-15




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes: An
Interpretation of FASB Statement No. 109
  Stock-Based Awards
    Share-Based
Payment
  Accounting for Stock Issued to Employees
 F-16




---



##### Table of Contents



Eleven Months EndedDecember 31, 2006As Reported
    
    Per APB No. 25Total stock-based compensation expense
    
    $
    17,507
    
    
    $
    5,418Net loss
    
    
    (240,665
    )
    
    
    (233,163
    )
  Accounting for
Stock Based Compensation
   Year EndedDecember 31,2005Net IncomeAs reported
    
    $
    46,783Add: Stock-based employee compensation expense included
in reported net income, net of related tax effects
    
    
    7,758Deduct: Stock-based employee compensation expense
determined under minimum value or fair value based
method, as applicable, for all awards, net of related
tax effects
    
    
    (1,956
    )Pro forma
    
    $
    52,585
  Fair Value of Financial Instruments. Disclosures About Fair Value of Financial
Instruments
 Estimates.
 F-17




---



##### Table of Contents



New Accounting Pronouncements. Business
Combinations Business Combinations
  The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115
 Fair Value Measurements
  3. RHD Merger and Restructuring Charges
   .
 F-18




---



##### Table of Contents



Balance at January 31, 2006
    
    $
    Additions to reserve charged to goodwill
    
    
    18,914Payments
    
    
    (11,299
    )Balance at December 31, 2006
    
    
    7,615Additions to reserve charged to goodwill
    
    
    96Payments
    
    
    (3,825
    )Reserve reversal credited to goodwill
    
    
    (559
    )Balance at December 31, 2007
    
    $
    3,327
    F-19




---



##### Table of Contents



4. Long-Term Debt, Credit Facilities and Notes
  December 31,
    
    December 31,2007
    
    2006Dex Media, Inc.8% Senior Notes due 2013
    
    $
    512,097
    
    
    $
    513,6649% Senior Discount Notes due 2013
    
    
    719,112
    
    
    
    663,153Dex Media EastCredit Facility
    
    
    1,106,050
    
    
    
    656,5719.875% Senior Notes due 2009
    
    
    
    
    
    
    476,67712.125% Senior Subordinated Notes due 2012
    
    
    
    
    
    
    390,314Dex Media WestCredit Facility
    
    
    1,071,491
    
    
    
    1,450,9178.5% Senior Notes due 2010
    
    
    398,736
    
    
    
    403,2605.875% Senior Notes due 2011
    
    
    8,774
    
    
    
    8,7869.875% Senior Subordinated Notes due 2013
    
    
    824,982
    
    
    
    833,468Total Dex Media Inc. Consolidated
    
    
    4,641,242
    
    
    
    5,396,810Less: current portion
    
    
    161,007
    
    
    
    270,431Long-term debt
    
    $
    4,480,235
    
    
    $
    5,126,379
 Credit Facilities
  Dex Media East
     F-20




---



##### Table of Contents




    
    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 new 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 new 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
   
    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan Chase
Bank, N.A. and (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, and in each
case, plus a 0.25% margin on the Dex Media West Revolver and Term Loan A and a 0.50% margin
on Term Loan B-1 and Term Loan B-2; or
    
    The LIBOR rate plus a 1.25% margin on the Dex Media West Revolver and Term Loan A and a
1.50% margin on Term Loan B-1 and Term Loan B-2. We may elect interest periods of 1, 2, 3,
or 6 months (or 9 or 12 months if, at the time of the borrowing, all lenders agree to make
such term available), for LIBOR borrowings.
 Notes
  Dex Media, Inc.
  th th
 F-21




---



##### Table of Contents



Redemption Year
    
    Price2008
    
    
    104.000%2009
    
    
    102.667%2010
    
    
    101.333%2011 and thereafter
    
    
    100.000%
 th th
  Redemption Year
    
    Price2008
    
    
    104.500%2009
    
    
    103.000%2010
    
    
    101.500%2011 and thereafter
    
    
    100.000%
 Dex Media East
  Dex Media West
  th th
 F-22




---



##### Table of Contents



Redemption Year
    
    Price2008
    
    
    102.125%2009 and thereafter
    
    
    100.000%
 th th
  Redemption Year
    
    Price2008
    
    
    102.938%2009
    
    
    101.469%2010 and thereafter
    
    
    100.000%
 th th
  Redemption Year
    
    Price2008
    
    
    104.938%2009
    
    
    103.292%2010
    
    
    101.646%2011 and thereafter
    
    
    100.000%
  2008
    
    $
    161,0072009
    
    
    792,6312010
    
    
    719,1532011
    
    
    126,4702012
    
    
    179,000Thereafter
    
    
    2,559,165Total
    
    $
    4,537,426
  F-23




---



##### Table of Contents



Impact of RHD Merger
   Initial Fair Value
    
    
    Unamortized FairAdjustment at
    
    
    Value Adjustment atJanuary 31, 2006
    
    
    December 31, 2007Dex Media, Inc.8% Senior Notes due 2013
    
    $
    15,000
    
    
    $
    12,0979% Senior Discount Notes due 2013
    
    
    17,177
    
    
    
    14,596Dex Media EastCredit Facility
    
    
    
    
    
    
    9.875% Senior Notes due 2009
    
    
    34,290
    
    
    
    12.125% Senior Subordinated Notes due 2012
    
    
    54,600
    
    
    
    Dex Media WestCredit Facility
    
    
    
    
    
    
    8.5% Senior Notes due 2010
    
    
    22,138
    
    
    
    13,7365.875% Senior Notes due 2011
    
    
    76
    
    
    
    549.875% Senior Subordinated Notes due 2013
    
    
    79,022
    
    
    
    63,333Total
    
    $
    222,303
    
    
    $
    103,816
 5. Derivative Financial Instruments
  Effective Dates
    
    Notional Amount
    
    
    Pay Rates
    
    
    Maturity Dates(dollar amounts in millions)February 14, 2006
    
    $
    300(3), (6)
    
    
    
    4.925% - 4.9435%
    
    
    February 14, 2008 -February 14, 2009February 28, 2006
    
    
    50(1), (6)
    
    
    
    4.93275%
    
    
    August 28, 2008March 10, 2006
    
    
    150(2), (6)
    
    
    
    5.010%
    
    
    March 10, 2008May 25, 2006
    
    
    100(1), (6)
    
    
    
    5.326%
    
    
    May 25, 2009May 26, 2006
    
    
    200(2), (6)
    
    
    
    5.2725% -5.275%
    
    
    May 26, 2009June 12, 2006
    
    
    150(2), (6)
    
    
    
    5.27% - 5.279%
    
    
    June 12, 2009November 26, 2007
    
    
    600(4), (5)
    
    
    
    4.1852% - 4.604%
    
    
    November 26, 2010  November 26, 2012Total
    
    $
    1,550
 
 (1)
    
    Consists of one swap(2)
    
    Consists of two swaps(3)
    
    Consists of three swaps(4)
    
    Consists of four swaps F-24




---



##### Table of Contents



(5)
    
    Dex Media East swaps(6)
    
    Dex Media West swaps       6. Stock Incentive Plans
    F-25




---



##### Table of Contents



December 31, 2007
    
    December 31, 2006Dividend yield
    
    
    0%
    
    
    
    0%Expected volatility
    
    
    23.5%
    
    
    
    28.2%Risk-free interest rate
    
    
    4.5%
    
    
    
    4.4%Expected life
    
    5 years
    
    5 years
    Weighted AverageExercise/Grant
    
    AggregateShares
    
    Price Per Share
    
    Intrinsic ValueAwards outstanding, January 1, 2007
    
    
    5,281,773
    
    
    $
    41.98
    
    
    $
    29,690Granted
    
    
    1,266,795
    
    
    
    73.29
    
    
    
    Business.com stock-based awards converted
    
    
    196,826
    
    
    
    10.01
    
    
    
    5,391Exercises
    
    
    (718,483
    )
    
    
    30.50
    
    
    
    (7,991
    )Forfeitures
    
    
    (163,109
    )
    
    
    61.93
    
    
    
    (369
    )Awards outstanding, December 31, 2007
    
    
    5,863,802
    
    
    $
    48.51
    
    
    $
    26,721Available for future grants at December 31, 2007
    
    
    3,071,419
  F-26




---



##### Table of Contents



Stock Awards Outstanding
    
    
    Stock Awards ExercisableWeighted Average
    
    Weighted Average
    
    
    
    
    Weighted Average
    
    Weighted AverageRange of
    
    
    
    
    
    Remaining
    
    Exercise/Grant
    
    
    
    
    
    
    Remaining
    
    Exercise/GrantExercise/Grant
    
    
    
    
    
    Contractual Life
    
    Per Share
    
    
    
    
    
    
    Contractual Life
    
    PricePrices
    
    Shares
    
    (In Years)
    
    Price
    
    
    Shares
    
    (In Years)
    
    Per Share$0.22  $5.36
    
    
    113,929
    
    
    
    8.35
    
    
    $
    2.33
    
    
    
    
    26,523
    
    
    
    8.08
    
    
    $
    2.30$10.78  $14.75
    
    
    139,009
    
    
    
    5.60
    
    
    
    10.78
    
    
    
    
    117,692
    
    
    
    5.50
    
    
    
    10.78$15.22  $19.41
    
    
    186,960
    
    
    
    4.07
    
    
    
    16.77
    
    
    
    
    133,640
    
    
    
    1.99
    
    
    
    16.19$24.75  $29.59
    
    
    1,448,776
    
    
    
    2.45
    
    
    
    26.02
    
    
    
    
    1,448,776
    
    
    
    2.45
    
    
    
    26.02$30.11  $39.21
    
    
    82,614
    
    
    
    2.19
    
    
    
    31.46
    
    
    
    
    82,614
    
    
    
    2.19
    
    
    
    31.46$41.10  $43.85
    
    
    892,815
    
    
    
    3.35
    
    
    
    41.26
    
    
    
    
    892,815
    
    
    
    3.35
    
    
    
    41.26$46.06  $55.25
    
    
    79,397
    
    
    
    5.22
    
    
    
    51.91
    
    
    
    
    36,304
    
    
    
    4.62
    
    
    
    51.14$56.55  $66.23
    
    
    1,800,368
    
    
    
    4.91
    
    
    
    63.81
    
    
    
    
    1,035,123
    
    
    
    4.74
    
    
    
    63.82$70.44  $80.68
    
    
    1,119,934
    
    
    
    6.18
    
    
    
    74.36
    
    
    
    
    1,675
    
    
    
    6.16
    
    
    
    74.315,863,802
    
    
    
    4.33
    
    
    $
    48.51
    
    
    
    
    3,775,162
    
    
    
    3.42
    
    
    $
    39.40
   Non-Vested
    
    Weighted Average
    
    
    
    
    
    Weighted AverageStock
    
    Grant Date
    
    Non-vested
    
    Grant DateOptions and
    
    Exercise Price Per
    
    Restricted
    
    Fair Value PerSARs
    
    Award
    
    Stock
    
    AwardNon-vested at January 1, 2007
    
    
    1,797,668
    
    
    $
    45.18
    
    
    
    193,083
    
    
    $
    61.31Granted
    
    
    1,266,795
    
    
    
    73.29
    
    
    
    18,701
    
    
    
    73.39Non-vested Business.com options converted
    
    
    196,826
    
    
    
    10.01
    
    
    
    
    
    
    
    Vested
    
    
    (1,009,540
    )
    
    
    52.35
    
    
    
    (48,461
    )
    
    
    73.11Forfeitures
    
    
    (163,109
    )
    
    
    61.93
    
    
    
    (11,759
    )
    
    
    60.77Non-vested at December 31, 2007
    
    
    2,088,640
    
    
    $
    63.96
    
    
    
    151,564
    
    
    $
    62.67
    F-27




---



##### Table of Contents



F-28




---



##### Table of Contents



7. Income Taxes
   Successor Company
    
    
    Predecessor CompanyTwelveEleven Months
    
    
    One Month
    
    MonthsYear Ended
    
    Ended
    
    
    Ended
    
    EndedDecember 31,
    
    December 31,
    
    
    January 31,
    
    December 31,2007
    
    2006
    
    
    2006
    
    2005Current provisionU.S. Federal
    
    $
    31
    
    
    $
    
    
    
    
    $
    
    
    
    $
    State and local
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10Total current provision
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    
    10Deferred provision (benefit)U.S. Federal
    
    
    61,851
    
    
    
    (137,698
    )
    
    
    
    1,553
    
    
    
    25,661State and local
    
    
    25,293
    
    
    
    (9,446
    )
    
    
    
    319
    
    
    
    7,105Total deferred provision (benefit)
    
    
    87,144
    
    
    
    (147,144
    )
    
    
    
    1,872
    
    
    
    32,766Provision (benefit) for income taxes
    
    $
    87,175
    
    
    $
    (147,144
    )
    
    
    $
    1,872
    
    
    $
    32,776
 F-29




---



##### Table of Contents



Successor Company
    
    
    Predecessor CompanyEleven Months
    
    
    One MonthYear Ended
    
    Ended
    
    
    Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    
    January 31,
    
    December 31,2007
    
    2006
    
    
    2006
    
    2005Statutory U.S. Federal tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    
    35.0
    %
    
    
    35.0
    %State and local taxes, net of U.S. Federal tax benefit
    
    
    7.7
    
    
    
    2.4
    
    
    
    
    4.3
    
    
    
    3.9Non-deductible expense
    
    
    0.2
    
    
    
    0.5
    
    
    
    
    (0.3
    )
    
    
    0.4Valuation allowance
    
    
    0.3
    
    
    
    
    
    
    
    
    (50.1
    )
    
    
    5.6Other, net
    
    
    (1.1
    )
    
    
    
    
    
    
    
    0.8
    
    
    
    (3.7
    )Effective tax rate
    
    
    42.1
    %
    
    
    37.9
    %
    
    
    
    (10.3
    )%
    
    
    41.2
    %
  2007
    
    2006Deferred tax assetsAllowance for doubtful accounts
    
    $
    5,022
    
    
    $
    14,194Deferred and other compensation
    
    
    16,971
    
    
    
    12,010Deferred directory revenue
    
    
    25,805
    
    
    
    Deferred financing costs
    
    
    21,532
    
    
    
    42,302Fixed assets and capitalized software
    
    
    
    
    
    
    6,198Debt and other interest
    
    
    47,913
    
    
    
    75,405Pension and other retirement benefits
    
    
    11,506
    
    
    
    21,664Restructuring reserves
    
    
    2,239
    
    
    
    2,274Net operating loss and credit carryforwards
    
    
    148,389
    
    
    
    120,026Other
    
    
    2,918
    
    
    
    2,316Total deferred tax assets
    
    
    282,295
    
    
    
    296,389Valuation allowance
    
    
    (596
    )
    
    
    Net deferred tax assets
    
    
    281,699
    
    
    
    296,389Deferred tax liabilitiesDeferred
directory costs
    
    
    
    
    
    
    2,966Fixed assets and capitalized software
    
    
    4,762
    
    
    
    Purchased goodwill and intangible assets
    
    
    2,381,206
    
    
    
    2,269,305Total deferred tax liabilities
    
    
    2,385,968
    
    
    
    2,272,271Net deferred tax liabilities
    
    $
    2,104,269
    
    
    $
    1,975,882
    F-30




---



##### Table of Contents



Adoption of FIN No. 48
    F-31




---



##### Table of Contents



8. Benefit Plans
 Pension Plan.
 Savings Plan.
 Postretirement Benefits.
 Benefit Obligations and Funded Status
  Pension Plan
    
    Postretirement Plan(in thousands)
    
    2007
    
    2006
    
    2007
    
    2006Change in benefit obligationBenefit obligation, beginning of year
    
    $
    186,992
    
    
    $
    194,644
    
    
    $
    68,732
    
    
    $
    65,109Service cost
    
    
    8,225
    
    
    
    8,313
    
    
    
    1,357
    
    
    
    2,158Interest cost
    
    
    10,309
    
    
    
    10,745
    
    
    
    3,999
    
    
    
    3,705Amendments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (66
    )Actuarial loss (gain)
    
    
    (16,154
    )
    
    
    6,390
    
    
    
    1,057
    
    
    
    785Benefits paid
    
    
    (1,609
    )
    
    
    (3,120
    )
    
    
    (3,168
    )
    
    
    (2,959
    )Plan settlements
    
    
    (18,820
    )
    
    
    (29,980
    )
    
    
    
    
    
    
    Benefit obligation, end of year
    
    $
    168,943
    
    
    $
    186,992
    
    
    $
    71,977
    
    
    $
    68,732Change in plan assetsFair value of plan assets, beginning of year
    
    $
    134,431
    
    
    $
    155,881
    
    
    $
    
    
    
    $
    Return on plan assets
    
    
    7,197
    
    
    
    11,650
    
    
    
    
    
    
    
    Employer contributions
    
    
    12,751
    
    
    
    
    
    
    
    3,168
    
    
    
    2,959Benefits paid
    
    
    (1,609
    )
    
    
    (3,120
    )
    
    
    (3,168
    )
    
    
    (2,959
    )Plan settlements
    
    
    (18,820
    )
    
    
    (29,980
    )
    
    
    
    
    
    
    Fair value of plan assets, end of year
    
    $
    133,950
    
    
    $
    134,431
    
    
    $
    
    
    
    $
    Funded status at end of year
    
    $
    (34,993
    )
    
    $
    (52,561
    )
    
    $
    (71,977
    )
    
    $
    (68,732
    )
 F-32




---



##### Table of Contents



Pension Plan
    
    Postretirement Plan2007
    
    2006
    
    2007
    
    2006Current liabilities
    
    $
    
    
    
    $
    
    
    
    $
    (5,734
    )
    
    $
    (4,520
    )Non-current liabilities
    
    
    (34,993
    )
    
    
    (52,561
    )
    
    
    (66,243
    )
    
    
    (64,212
    )Net amount recognized
    
    $
    (34,993
    )
    
    $
    (52,561
    )
    
    $
    (71,977
    )
    
    $
    (68,732
    )
  Components of Net Periodic Benefit Expense
  Successor Company
    
    
    Predecessor CompanyYear Ended
    
    Eleven Months Ended
    
    
    One Month Ended
    
    Year EndedDecember 31, 2007
    
    December 31, 2006
    
    
    January 31, 2006
    
    December 31, 2005Service cost
    
    $
    8,225
    
    
    $
    7,605
    
    
    
    $
    708
    
    
    $
    9,769Interest cost
    
    
    10,309
    
    
    
    9,866
    
    
    
    
    879
    
    
    
    11,959Expected return on plan assets
    
    
    (10,780
    )
    
    
    (10,954
    )
    
    
    
    (1,056
    )
    
    
    (15,629
    )Amortization of unrecognized net loss
    
    
    
    
    
    
    
    
    
    
    
    (17
    )
    
    
    (208
    )Other adjustments
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    
    Settlement (gain) loss
    
    
    (1,543
    )
    
    
    (982
    )
    
    
    
    
    
    
    
    3,307Net periodic benefit expense
    
    $
    6,205
    
    
    $
    5,535
    
    
    
    $
    514
    
    
    $
    9,198
  Successor Company
    
    
    Predecessor CompanyYear Ended
    
    Eleven Months Ended
    
    
    One Month Ended
    
    Year EndedDecember 31, 2007
    
    December 31, 2006
    
    
    January 31, 2006
    
    December 31, 2005Service cost
    
    $
    1,357
    
    
    $
    1,991
    
    
    
    $
    167
    
    
    $
    2,334Interest cost
    
    
    3,999
    
    
    
    3,397
    
    
    
    
    308
    
    
    
    3,741Amortization of unrecognized prior service cost
    
    
    (8
    )
    
    
    
    
    
    
    
    (39
    )
    
    
    (470
    )Other adjustments
    
    
    (6
    )
    
    
    
    
    
    
    
    
    
    
    
    Amortization of unrecognized net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43Net periodic benefit expense
    
    $
    5,342
    
    
    $
    5,388
    
    
    
    $
    436
    
    
    $
    5,648
 Adoption of SFAS No. 158
  Before Application of
    
    SFAS No. 158
    
    After Application ofSFAS No. 158
    
    Adjustment
    
    SFAS No. 158Liability for pension and postretirement benefits
    
    $
    127,339
    
    
    $
    6,046
    
    
    $
    121,293Deferred income taxes
    
    
    
    
    
    
    (2,261
    )
    
    
    (2,261
    )Accumulated other comprehensive income, net of tax
    
    
    
    
    
    
    3,785
    
    
    
    3,785
 F-33




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##### Table of Contents



Pension Plan
    
    Postretirement PlanPreviously unrecognized actuarial gain expected to be recognized in 2008
    
    $
    
    
    
    $
    Previously unrecognized prior service credit expected to be recognized in 2008
    
    
    
    
    
    
    (8
    )
  Pension Plan
    
    Postretirement Plan2007
    
    2006
    
    2007
    
    2006Net actuarial gain
    
    $
    (13,844
    )
    
    $
    (2,822
    )
    
    $
    (2,095
    )
    
    $
    (3,158
    )Prior service credit
    
    $
    
    
    
    $
    
    
    
    $
    (58
    )
    
    $
    (66
    )
 Assumptions
  Successor Company
    
    Predecessor CompanyYear Ended
    
    
    Eleven Months Ended
    
    
    One Month EndedDecember 31, 2007
    
    
    December 31, 2006
    
    
    January 31, 2006Weighted average discount rate
    
    
    6.48
    %
    
    
    
    5.90
    %
    
    
    
    5.50
    %Rate of increase in future compensation
    
    
    3.66
    %
    
    
    
    3.66
    %
    
    
    
    3.66
    %
  Successor Company
    
    Predecessor CompanyYear Ended
    
    
    Eleven Months Ended
    
    
    One Month EndedDecember 31, 2007
    
    
    December 31, 2006
    
    
    January 31, 2006Weighted average discount rate
    
    
    6.48
    %
    
    
    
    5.90
    %
    
    
    
    5.50
    %
   Successor Company
    
    
    Predecessor CompanyYear Ended December
    
    July 1 
    
    February 1 
    
    
    One Month Ended
    
    August 2 
    
    January 1 31, 2007
    
    December 31, 2006
    
    June 30, 2006
    
    
    January 31, 2006
    
    December 31, 2005
    
    August 1, 2005Weighted average
discount rate
    
    
    5.90
    %
    
    
    6.25
    %
    
    
    5.50
    %
    
    
    
    5.75
    %
    
    
    5.50
    %
    
    
    6.00
    %Rate of increase in
future compensation
    
    
    3.66
    %
    
    
    3.66
    %
    
    
    3.66
    %
    
    
    
    4.00
    %
    
    
    4.00
    %
    
    
    4.00
    %Expected return on
plan assets
    
    
    8.50
    %
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    
    9.00
    %
    
    
    9.00
    %
    
    
    9.00
    %
 F-34




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##### Table of Contents



Employers Accounting for Settlements and Curtailments of
Defined Benefit Plans and for Termination Benefits
  Successor Company
    
    
    Predecessor CompanyYear Ended December
    
    
    February 1 
    
    
    One Month Ended
    
    
    Year Ended December31, 2007
    
    
    December 31, 2006
    
    
    January 31, 2006
    
    
    31, 2005Weighted average discount rate
    
    
    5.90
    %
    
    
    
    5.50
    %
    
    
    
    5.75
    %
    
    
    
    6.00
    %
  Postretirement Plan2007
    
    2006Healthcare cost trend rate assumed for next yearUnder 65
    
    
    11.00
    %
    
    
    10.00
    %65 and older
    
    
    13.00
    %
    
    
    12.00
    %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
    
    
    2016
    
    
    
    2013
 F-35




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##### Table of Contents



Postretirement Plan2007
    
    2006Healthcare cost trend rate assumed for next yearUnder 65
    
    
    9.00
    %
    
    
    10.00
    %65 and older
    
    
    11.00
    %
    
    
    12.00
    %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
    
    
    2013
    
    
    
    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)
    
    $
    98
    
    
    $
    (89
    )Effect on accumulated postretirement benefit obligation (Consolidated Balance Sheet)
    
    $
    1,476
    
    
    $
    (1,344
    )
 Plan Assets
  Plan Assets at
    
    Asset Allocation
    
    
    Plan Assets at
    
    Asset AllocationDecember 31,
    
    Target
    
    
    December 31,
    
    Target2007
    
    
    2006Equity securities
    
    
    64
    %
    
    
    65
    %
    
    
    
    66
    %
    
    
    65
    %Debt securities
    
    
    36
    %
    
    
    35
    %
    
    
    
    34
    %
    
    
    35
    %Total
    
    
    100
    %
    
    
    100
    %
    
    
    
    100
    %
    
    
    100
    %
     F-36




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##### Table of Contents



Estimated Future Benefit Payments
  Pension Plan
    
    Postretirement Plan2008
    
    $
    18,021
    
    
    $
    5,7342009
    
    
    17,975
    
    
    
    6,2382010
    
    
    18,044
    
    
    
    6,7902011
    
    
    17,566
    
    
    
    7,2662012
    
    
    17,253
    
    
    
    7,549Years 2013-2017
    
    
    83,969
    
    
    
    38,127
  Additional Information and Subsequent Events
  9. Commitments
  2008
    
    $
    13,3692009
    
    
    14,7982010
    
    
    13,9442011
    
    
    12,4162012
    
    
    11,976Thereafter
    
    
    61,987Total
    
    $
    128,490
 ®
 10. Legal Proceedings
   F-37




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##### Table of Contents



11. Business Segments
  12. Related Party Transactions and Allocations
   13. Valuation and Qualifying Accounts
  Net AdditionsBalance at
    
    Charged To
    
    Write-offs
    
    Balance atBeginning of
    
    Revenue
    
    Other and
    
    End ofSuccessor Company
    
    Period
    
    and Expense
    
    Deductions
    
    PeriodAllowance for Doubtful Accounts and Sales ClaimsFor the 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 Tax Asset Valuation AllowanceFor the year ended December 31, 2007
    
    $
    
    
    
    
    596
    
    
    
    
    
    
    $
    596For the eleven months ended December 31, 2006
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
 Balance at
    
    Net Additions
    
    Write-offs
    
    Balance atBeginning of
    
    Charged To
    
    and Other
    
    End ofPredecessor Company
    
    Period
    
    Expense
    
    Deductions
    
    PeriodAllowance for Doubtful AccountsFor the one month ended January 31, 2006
    
    $
    23,239
    
    
    
    8,288
    
    
    
    (6,926
    )
    
    $
    24,601For the year ended December 31, 2005
    
    $
    25,133
    
    
    
    61,288
    
    
    
    (63,182
    )
    
    $
    23,239Deferred Tax Asset Valuation AllowanceFor the one month ended January 31, 2006
    
    $
    4,518
    
    
    
    9,110
    
    
    
    
    
    
    $
    13,628For the year ended December 31, 2005
    
    $
    
    
    
    
    4,518
    
    
    
    
    
    
    $
    4,518
 F-38




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 (a)
    
    Evaluation of Disclosure Controls and Procedures.Based on their evaluation, as of December
31, 2007, of the effectiveness of the Companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), the
principal executive officer and principal financial officer of the Company have each concluded
that such disclosure controls and procedures are effective and sufficient to ensure that
information required to be disclosed by the Company in reports that it files or submits under
the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commissions rules and forms.Managements Report on Internal Control over Financial Reporting required under Item 308T of
Regulation S-K has been included in Item 8 immediately preceding the Companys consolidated
financial statements. This Annual Report on Form 10-K does not include an attestation report of
the Companys independent registered public accounting firm regarding internal control over
financial reporting. Managements Report on Internal Control over Financial Reporting was not
subject to attestation by the Companys independent registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit the Company to provide
only Managements Report on Internal Control over Financial Reporting in this Annual Report on
Form 10-K.(b)
    
    Changes in Internal Controls.There has not been any change in the Companys internal control
over financial reporting that occurred during the Companys most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting.
 
 ITEM 9B. OTHER INFORMATION.
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  
 ITEM 11. EXECUTIVE COMPENSATION.
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  36




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##### Table of Contents



2007
    
    2006Audit fees (1)
    
    $
    2,936,500
    
    
    $
    2,575,615Audit-related fees (2)
    
    
    40,330
    
    
    
    38,286Tax fees (3)
    
    
    
    
    
    
    32,800Total fees
    
    $
    2,976,830
    
    
    $
    2,646,701
 
 (1)
    
    Audit fees for the years ended December 31, 2007 and 2006 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 2007 represents an estimate of overall fees, which have not yet been
fully billed, and includes final amounts billed for the 2006 audits.(2)
    
    Audit-related fees for the years ended December 31, 2007 and 2006 were for assurance and
related services rendered by KPMG LLP including acquisition due diligence and various other
financial accounting, reporting and assurance services.(3)
    
    Tax fees for the year ended December 31, 2006 were for services rendered by KPMG LLP in
connection with general tax planning and advice.   Predecessor CompanyOne Month EndedJanuary 31, 2006Audit fees(1)
    
    $
    353,568Audit-related fees
    
    
    Tax fees(2)
    
    
    10,765Total fees
    
    $
    364,333
 
 (1)
    
    Audit fees consisted principally of fees for the audit of financial statements.(2)
    
    Tax fees consisted principally of fees for tax consultation and tax compliance activities.  37




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (a)(1) and (2)  List of financial statements and financial statement schedules
  
  38




---



##### Table of Contents



(b) Exhibits:
 ExhibitNumber
    
    Document2.1
    
    Agreement and Plan of Merger, dated as of October 3, 2005, by and among Dex Media, Inc., R.H. Donnelley
Corporation and Forward Acquisition Corp. (incorporated by reference to Exhibit 2.1 of R.H. Donnelley
Corporations Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2005,
Commission File No. 001-07155).3.1++
    
    Form of Amended and Restated Certificate of Incorporation of Dex Media, Inc.3.2++
    
    Form of Amended and Restated By-laws of Dex Media, Inc.3.3
    
    Certificate of Incorporation of Dex Media, Inc. (f/k/a Forward Acquisition Corp.)3.4
    
    Certificate of Amendment to the Certificate of Incorporation of Dex Media, Inc. (f/k/a Forward Acquisition Corp.)3.5
    
    Bylaws of Dex Media, Inc. (f/k/a/Forward Acquisition Corp.)4.1+
    
    Note Indenture with respect to the 8% Notes due 2013, between Dex Media, Inc. and U.S. Bank National
Association, as trustee, dated November 10, 2003.4.2+
    
    Form of 8% Notes due 2013 (included in exhibit 4.1).4.3+
    
    Discount Note Indenture with respect to the 9% Discount Notes due 2013, between Dex Media, Inc. and U.S. Bank
National Association, as trustee, dated November 10, 2003.4.4+
    
    Form of 9% Discount Notes due 2013 (included in exhibit 4.3).4.5+
    
    Discount Note Indenture with respect to the 9% Discount Notes due 2013, between Dex Media, Inc. and U.S. Bank
National Association, as trustee, dated February 11, 2004.4.6+
    
    Form of 9% Discount Notes due 2013 (included in exhibit 4.5).4.7+
    
    Senior Note Indenture with respect to the 9 7/8% Senior Notes due 2009, among Dex Media East LLC, Dex Media East
Finance Co. and U.S. Bank National Association, as trustee, dated November 8, 2002. This is no longer in effect.4.8+
    
    Form of 9 7/8% Senior Notes due 2009 (included in exhibit 4.7). This is no longer in effect.4.9+
    
    Senior Subordinated Note Indenture with respect to the 12 1/8% Senior Subordinated Notes due 2012, among Dex
Media East LLC, Dex Media East Finance Co. and U.S. Bank National Association, as trustee, dated November 8,
2002. This is no longer in effect.4.10+
    
    Form of 12 1/8% Senior Subordinated Notes due 2012 (included in exhibit 4.9). This is no longer in effect.4.11+
    
    Senior Note Indenture with respect to the 8 1/2% Senior Notes due 2010, among Dex Media West LLC, Dex Media West
Finance Co. and U.S. Bank National Association, as trustee, dated August 29, 2003.4.12+
    
    Form of 8 1/2% Senior Notes due 2010 (included in exhibit 4.11).4.13+
    
    Senior Subordinated Note Indenture with respect to the 9 7/8% Senior Subordinated Notes due 2013, among Dex
Media West LLC, Dex Media West Finance Co. and U.S. Bank National Association, as trustee, dated August 29,
2003.4.14+
    
    Form of 9 7/8% Senior Subordinated Notes due 2013 (included in exhibit 4.13)4.15
    
    Indenture with respect to the 5 7/8% Senior Notes due 2011, among Dex Media West LLC, Dex Media West Finance
Co., and U.S. Bank National Association, as trustee, dated November 24, 2004 (incorporated by reference to Dex
Media West LLC and Dex Media West Finance Co.s Registration Statement on Form S-4 (File No. 333-121259),
declared effective on February 3, 2005).4.16
    
    Form of 5 7/8% Senior Notes due 2011 (included in Exhibit 4.20) (incorporated by reference to Dex Media West LLC
and Dex Media West Finance Co.s Registration Statement on Form S-4 (File No. 333-121259), declared effective on
February 3, 2005).4.17
    
    Supplemental Indenture, dated as of January 31, 2006, between U.S. Bank National Association, as trustee, and
Dex Media, Inc. (f/k/a Forward Acquisition Corp.) to the Indenture, dated November 10, 2003, between Dex Media,
Inc. and U.S. Bank National Association, as trustee related to Dex Medias 8% Notes due 2013 (incorporated by
reference to Dex Media, Inc.s Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 6, 2006).
 39




---



##### Table of Contents



ExhibitNumber
    
    Document4.18
    
    Supplemental Indenture, dated as of January 31, 2006, between U.S. Bank National Association, as trustee, and
Dex Media, Inc. (f/k/a Forward Acquisition Corp.) to the Indenture, dated November 10, 2003, between Dex Media,
Inc. and U.S. Bank National Association, as trustee related to Dex Medias 9% Notes due 2013 (incorporated by
reference to Dex Media, Inc.s Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 6, 2006).4.19
    
    Supplemental Indenture, dated as of January 31, 2006, between U.S. Bank National Association, as trustee, and
Dex Media, Inc. (f/k/a Forward Acquisition Corp.) to the Indenture, dated November 10, 2003, between Dex Media,
Inc. and U.S. Bank National Association, as trustee related to Dex Medias 9% Notes due 2014 (incorporated by
reference to Dex Media, Inc.s Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 6, 2006).10.1+
    
    Guarantee and Collateral Agreement, dated as of November 8, 2002, by and among Dex Media East, Inc., Dex Media
East LLC (f/k/a SGN LLC), Dex Media East Finance Co., LCI International, Inc. (Dex Media International, Inc.)
and JPMorgan Chase Bank, as collateral agent.10.2+
    
    Guarantee and Collateral Agreement, dated as of September 9, 2003, among Dex Media West, Inc., Dex Media West
LLC, Dex Media West Finance Co. and JPMorgan Chase Bank, as collateral agent.10.3+
    
    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).10.4+
    
    Billing and Collection Agreement, dated as of September 1, 2003, by and between Qwest Corporation and Dex Media
West LLC (f/k/a GPP LLC).10.5+
    
    Non-Competition and Non-Solicitation Agreement, dated November 8, 2002, by and among Dex Media East LLC (f/k/a
SGN LLC), Dex Media West LLC (f/k/a GPP LLC), Dex Holdings LLC and Qwest Corporation, Qwest Communications
International Inc. and Qwest Dex, Inc.10.6+
    
    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.10.7+*
    
    Employment Agreement, effective as of November 8, 2002, by and between George Burnett and Dex Media, Inc.10.8
    
    Separation Agreement and Release, dated as of May 5, 2006, by and between R.H. Donnelley Corporation and George
A. Burnett (incorporated by reference to Exhibit 10.32 to R.H. Donnelley Corporations Quarterly Report on Form
10Q, filed with the Securities and Exchange Commission on November 8, 2006, Commission File No. 001-07155).10.9+*
    
    Employment Agreement, effective as of January 2, 2003, by and between Robert M. Neumeister, Jr. and Dex Media,
Inc.10.10+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Marilyn B. Neal and Dex Media, Inc.10.11+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Maggie Le Beau and Dex Media, Inc.10.12+*
    
    Employment Agreement, effective as of January 2, 2003, by and between Linda Martin and Dex Media, Inc.10.13+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Kristine Shaw and Dex Media, Inc.10.14+*
    
    Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002.10.15+*
    
    First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003.10.16+*
    
    Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003.10.17+
    
    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, 2003.10.18+
    
    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, 2003.10.19+
    
    Intercompany License Agreement, by and among Dex Media, Inc., Dex Media East LLC and Dex Media West LLC,
effective as of September 9, 2003.10.20*
    
    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).10.21*
    
    Dex Media, Inc. Senior Executive Incentive Bonus Plan (incorporated by reference to Dex Medias Current Report
on Form 8-K dated February 17, 2005).10.22*
    
    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).
 40




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##### Table of Contents



ExhibitNumber
    
    Document10.23
    
    Master Agreement for Printing Services dated as of March 31, 2005, by and between Dex Media, Inc., on behalf of
itself and it subsidiaries Dex Media East LLC and Dex Media West LLC, and Quebecor World (USA) Inc.
(incorporated by reference to Exhibit 10.3 to Dex Medias Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, Commission File No. 1-32249).10.24*
    
    Dex Media, Inc. Deferred Compensation Plan (incorporated by reference to Dex Medias Current Report on Form 8-K
dated May 17, 2005).10.25*
    
    Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Medias Current Report on Form 8-K
dated May 17, 2005).10.26*
    
    Dex Media, Inc. 2005 Bonus Plan Targets (incorporated by reference to Dex Medias Current Report on Form 8-K
dated May 17, 2005).10.27*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and Marilyn Neal (incorporated by
reference to Dex Medias Current Report on Form 8-K/A dated October 18, 2005).10.28*
    
    Form of Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and each of its Senior Vice
Presidents (incorporated by reference to Dex Medias Current Report on Form 8-K/A dated October 18, 2005).10.29*
    
    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).10.30*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Linda A. Martin (incorporated by
reference to Dex Medias Current Report on Form 8-K/A dated December 21, 2005).10.31*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and George A. Burnett (incorporated by
reference to Dex Medias Current Report on Form 8-K dated December 19, 2005).10.32*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Scott A. Pomeroy (incorporated by
reference to Dex Medias Current Report on Form 8-K dated December 19, 2005).10.33*
    
    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).10.34*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Robert M. Neumeister, Jr.
(incorporated by reference to Dex Medias Current Report on Form 8-K dated December 19, 2005).10.35*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Marilyn B. Neal (incorporated by
reference to Dex Medias Current Report on Form 8-K dated December 19, 2005).
 41




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##### Table of Contents



ExhibitNumber
    
    Document10.36
    
    Amended and Restated Credit Agreement, dated January 31, 2006, by and among Dex Media, Inc. (f/k/a Forward
Acquisition Corp.), Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A., as administrative
agent, and the other entities from time to time parties thereto (incorporated by reference to Exhibit 10.1 to
Dex Media, Inc.s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6,
2006, Commission File No. 333-131626).10.37
    
    Reaffirmation Agreement, dated January 31, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex Media West
LLC, Dex Media West Finance Co., and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference
to Exhibit 10.2 to Dex Medias Current Report of Form 8-K filed with the Securities and Exchange Commission on
February 6, 2006, Commission File No. 333-131626).10.38
    
    First Amendment, dated as of April 24, 2006, to the Credit Agreement, dated as of September 9, 2003, as amended
and restated as of January 31, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, the
lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, and the other agents parties thereto (incorporated by reference to Dex Medias Current Report of Form 8-K
filed with the Securities and Exchange Commission on April 28, 2006, Commission File No. 333-131626).10.39
    
    Reaffirmation Agreement, dated as of April 24, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex Media West
LLC, Dex Media West Finance Co. and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to
Dex Medias Current Report of Form 8-K filed with the Securities and Exchange Commission on April 28, 2006,
Commission File No. 333-131626).10.40
    
    First Amendment, dated as of April 24, 2006, to the Credit Agreement, dated as of November 8, 2002, as amended
and restated as of January 31, 2006, among Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC, the
lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, and the other agents parties thereto (incorporated by reference to Dex Medias Current Report of Form 8-K
filed with the Securities and Exchange Commission on April 28, 2006). This agreement is no longer in effect.10.41
    
    Reaffirmation Agreement, dated as of April 24, 2006, among Dex Media, Inc., Dex Media East, Inc., Dex Media East
LLC, Dex Media East Finance Co., Dex Media International, Inc. and JPMorgan Chase Bank, N.A., as collateral
agent (incorporated by reference to Dex Medias Current Report of Form 8-K filed with the Securities and
Exchange Commission on April 28, 2006). This agreement is no longer in effect.10.42
    
    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)10.43
    
    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)10.44
    
    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)31.1++++
    
    Certification of Annual Report on Form 10-K for the period ended December 31, 2007 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, 2007 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, 2007 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. 42




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##### Table of Contents



+++
    
    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. 43




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##### 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
    
    March 31, 2008/s/ Steven M. Blondy

(Steven M. Blondy)
    
    Executive Vice President, Chief
Financial Officer and Director
(Principal Financial Officer)
    
    March 31, 2008/s/ Karen E. Palczuk

(Karen E. Palczuk)
    
    Vice President  Financial Planning and Analysis (Interim
Principal Accounting Officer)
    
    March 31, 2008/s/ Robert J. Bush

(Robert J. Bush)
    
    Director
    
    March 31, 2008/s/ Jenny L. Apker

(Jenny L. Apker)
    
    Director
    
    March 31, 2008
 44




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##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Document31.1*
    
    Certification of Annual Report on Form 10-K for the period
ended December 31, 2007 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, 2007 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, 2007 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 45