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INDEX

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Commission File Number: 333-102395

DEX MEDIA EAST LLC
(Exact name of registrant as specified in its charter)

198 Inverness Drive West
Englewood, Colorado 80112
(Address of principal executive offices)

(303) 784-2900
(Registrant's telephone number)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

INDEX

PART I.
FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

DEX MEDIA EAST LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.

Condensed Consolidated Balance Sheets

(Dollars in thousands)

(unaudited)

See accompanying notes to condensed consolidated financial statements.

3

DEX MEDIA EAST LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.

Condensed Consolidated Statements of Operations

(Dollars in thousands)

(unaudited)

See accompanying notes to condensed consolidated financial statements.

4

DEX MEDIA EAST LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(unaudited)

See accompanying notes to condensed consolidated financial statements.

5

DEX MEDIA EAST LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.

Notes to condensed consolidated financial statements

(unaudited)

(1)   Description of Business

(a) Acquisition

        On August 19, 2002, Qwest Communications International Inc. ("Qwest") entered into concurrent purchase agreements (the "Dex East Purchase Agreement" and the "Dex West Purchase Agreement") to sell the business of Qwest Dex Holdings, Inc. and its wholly-owned subsidiary Qwest Dex, Inc. (together "Qwest Dex") to Dex Holdings LLC (the "Dex Buyer"), the parent of Dex Media, Inc. ("Dex Media"), new entities formed by the private equity firms of The Carlyle Group and Welsh, Carson, Anderson & Stowe (together, the "Sponsors"), in two separate phases.

        In the first phase, consummated on November 8, 2002, the Dex Buyer assigned its right to purchase the directory business in the Dex East States (defined below) to Dex Media East LLC ("Dex Media East" or the "Company"), a subsidiary of Dex Media East, Inc. Qwest Dex contributed substantially all of its assets and liabilities relating to its directory business in the Dex East States to SGN LLC, a newly-formed limited liability company, and, following that contribution, Dex Media East purchased all of the interests in SGN LLC. Immediately following such purchase, Dex Media East merged with SGN LLC. Dex Media East now operates the directory business acquired in Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota, (the "Dex East States"). The total amount of consideration paid for Qwest Dex's directory business in the Dex East States was $2.754 billion (excluding fees and acquisition costs).

        In the second phase, consummated on September 9, 2003, Qwest Dex contributed its remaining assets and liabilities relating to its directory business in the Dex West States (defined below) to GPP LLC, another newly-formed limited liability company, and following that contribution, Dex Media West LLC, an indirect wholly-owned subsidiary of Dex Media and an affiliate of the Company ("Dex Media West"), purchased all of the interests in GPP LLC for $4.297 billion (excluding fees and expenses, and subject to adjustments relating to working capital levels). Immediately following such purchase, Dex Media West merged with GPP LLC. Dex Media West now operates the directory businesses acquired in Arizona, Idaho, Montana, Oregon, Utah, Washington and Wyoming, (the "Dex West States").

(b) Predecessor Business

        The combined financial statements of the acquired business in the Dex East States prior to the November 8, 2002 acquisition date, referred to as "Dex East" or the "Predecessor," represent a component of Qwest Dex and include the operating activities of Qwest Dex for the Dex East States. "Dex West" represents a component of Qwest Dex and includes the operating activities of Qwest Dex for the Dex West States. Dex East is not a separate legal entity but represents the business of Qwest Dex in or attributable to the Dex East States.

(c) Operations

        The Company is the exclusive official directory publisher for Qwest local exchange carrier ("Qwest LEC") in the Dex East States, which is the primary local exchange carrier in most service areas within the Dex East States. As a result, the Company is the largest telephone directory publisher of white and yellow pages directories to businesses and residents in the Dex East States. The Company provides directory, Internet and direct marketing solutions to local and national advertisers. Virtually all of the

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Company's revenue is derived from the sale of advertising in its various directories. Published directories are distributed to residents and businesses in the local service area through third-party vendors.

(2)   Basis of Presentation

(a) The Company

        The accompanying condensed consolidated interim financial statements are unaudited. In compliance with the Securities and Exchange Commission's ("SEC") instructions for interim financial statements, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. In management's opinion, the condensed consolidated financial statements reflect all adjustments (which consist of normal recurring adjustments) necessary to fairly present the condensed consolidated results of operations and financial position of the Company as of and for the three months and nine months ended September 30, 2003 and the condensed consolidated cash flows for the nine months ended September 30, 2003. These condensed financial statements should be read in conjunction with the audited consolidated financial statements of the Company and the Predecessor as of December 31, 2002 and 2001 and for the periods from November 9 to December 31, 2002, January 1 to November 8, 2002 and the years ended December 31, 2001 and 2000 included in the Company's Form S-4, Amendment No. 2, as filed with the SEC on March 20, 2003. The consolidated results of operations for the three months and nine months ended September 30, 2003 are not necessarily indicative of the results expected for the full year.

        The accompanying condensed consolidated balance sheets as of September 30, 2003 and December 31, 2002, and the condensed consolidated statements of operations for the three months and nine months ended September 30, 2003 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2003, reflect the consolidated financial position, results of operations and cash flows of the Company and include all material adjustments required under purchase accounting. Dex East is considered the Predecessor to the Company. As such, the historical financial statements of Dex East are included in the accompanying consolidated financial statements, including the combined statements of operations for the three months and nine months ended September 30, 2002 and the combined statement of cash flows for the nine months ended September 30, 2002 (collectively, the "Predecessor Financial Statements"). The Predecessor Financial Statements have not been adjusted to give effect to the acquisition. As such, the consolidated financial statements of the Company after the acquisition are not comparable to the Predecessor Financial Statements prior to the acquisition.

(b) The Predecessor

        The accompanying combined financial statements of the Predecessor include the activities of Qwest Dex for business conducted in the Dex East States. To prepare these financial statements, management of Qwest Dex either specifically identified, assigned or apportioned all revenue and expenses of Qwest Dex to either Dex East or Dex West, and believed such specific identifications, assignments or apportionments are reasonable; however, the resulting amounts could differ from amounts that would be determined if Dex East and Dex West operated on a stand-alone basis. Because of Dex East's and Dex West's relationship with Qwest Dex as well as Qwest and its other affiliates, revenue and expenses

7

are not necessarily indicative of what they would be had Dex East and Dex West operated without the shared resources of Qwest and its affiliates. Accordingly, these financial statements are not necessarily indicative of future results of operations.

(3)   Summary of Significant Accounting Policies

(a) Principles of Consolidation

        The consolidated financial statements include the financial statements of Dex Media East and its two wholly-owned subsidiaries, Dex Media East Finance Co. and Dex Media International Inc. All intercompany balances and transactions have been eliminated in consolidation.

(b) Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts and disclosures reported in these consolidated financial statements and accompanying notes. Actual results could differ significantly from those estimates.

(c) Revenue Recognition

        The sale of advertising in printed directories published by the Company is the primary source of revenue. The Company recognizes revenue ratably over the life of each directory using the deferral and amortization method of accounting, with revenue recognition commencing in the month of delivery. During each of the three months ended September 30, 2003 and 2002, the Company published 26 white and yellow pages directories in the Dex East States. During the nine months ended September 30, 2003 and 2002, the Company published 114 and 112 white and yellow pages directories, respectively, in the Dex East States. All directories published during the three months and nine months ended September 30, 2003 and 2002 had 12-month lives.

        In October 2003, the Company determined that it would extend the lives of six directories that were published in December 2002 from 12 months to 13 months and publish them in January 2004 in most cases. These extensions were made as a one-time event to more efficiently manage work and customer flow. The lives of the affected directories will be 12 months, thereafter.

        The Company enters into nonmonetary transactions where the Company's products and services are promoted by the customer during the same period that the Company carries the customer's advertisement and accounts for these transactions in accordance with Emerging Issues Task Force ("EITF") Issue No. 99-17, "Accounting for Advertising Barter Transactions."

        In certain cases, the Company enters into agreements with customers that involve the delivery of advertisements in more than one directory. Revenue for such arrangements is allocated in accordance with EITF Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables."

(d) Cost of Revenue

        The Company accounts for cost of revenue under the deferral and amortization method of accounting. Accordingly, the Company's cost of revenue recognized in a reporting period consists of (1) costs incurred in that period and recognized in that period, principally sales salaries and wages,

8

(2) costs incurred in a prior period, a portion of which is amortized and recognized in the current period and (3) costs incurred in the current period, a portion of which is amortized and recognized in that period and the balance of which is deferred until future periods. Consequently, there will be a difference between the cost of revenue recognized in any given period and the costs incurred in the given period, which difference may be significant.

        Costs incurred in the current period and subject to deferral include direct costs associated with the publication of directories, including sales commissions, paper, printing, transportation, distribution and pre-press production and employee and systems support costs relating to each of the foregoing. Sales commissions include commissions paid to employees for sales to local advertisers and to third party certified marketing representatives which act as the Company's channel to national advertisers. All deferred costs related to the sales and production of directories are recognized ratably over the life of each directory under the deferral and amortization method of accounting, with cost recognition commencing in the month of delivery.

(e) Stock-Based Compensation

        Company.    The Company accounts for the Stock Option Plan under the recognition and measurement principles of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. Had the Company accounted for employee stock options grants under the fair value method prescribed by Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," the pro forma results of the Company for the three months and nine months ended September 30, 2003, would have been as follows (in thousands):

        Predecessor.    Had the Predecessor accounted for Qwest employee stock option grants under the fair value method prescribed by SFAS No. 123, the pro forma net income of Dex East for the three months and nine months ended September 30, 2002 would have been as follows (in thousands):

(f) Income Tax Provision

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded to reflect the future tax consequences of temporary differences between the

9

financial reporting bases of assets and liabilities and their tax bases at each year end. Deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are adjusted for future income tax rate changes in the year the changes are enacted. Deferred tax assets are recognized for operating loss and tax credit carry forwards if management believes, based upon existing evidence, that it is more likely than not that the carry forward will be utilized. All deferred tax assets are reviewed for realizability and valuation allowances are recorded if it is more likely than not that the deferred tax assets will not be realized.

(g) Predecessor Financial Statements

        In order to divide the Qwest Dex consolidated financial statements between Dex East and Dex West, it was necessary for Qwest Dex management to make certain assignments and apportionments. Wherever possible, account balances and specific amounts that directly related to Dex East or Dex West were assigned directly to Dex East or Dex West, as appropriate. When no direct assignment was feasible, account balances were apportioned using a variety of factors based on a revenue and/or cost causative relationship to the account balance being apportioned.

(h) New Accounting Standards

        SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" was issued in April 2003. This statement amends the accounting and reporting for derivative instruments and hedging activities originally provided for by SFAS No. 133 for certain decisions reached by the Financial Accounting Standards Board ("FASB") Derivatives Implementation Group. This Statement is effective generally for contracts entered into or modified after June 30, 2003. The Company has not entered into or modified any contracts subsequent to June 30, 2003.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many financial instruments were previously classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, except for mandatorily redeemable financial instruments of nonpublic companies. Management expects that the adoption of this statement will not have a material impact on the Company's financial statements.

(4)   Goodwill and Intangible Assets

        During the three months and nine months ended September 30, 2003 goodwill was increased by the following purchase accounting adjustments (in thousands):

10

        The Company evaluates the carrying value of goodwill in the third quarter of each fiscal year and for the three months and nine months ended September 30, 2003, no goodwill was impaired.

        The gross carrying amount and accumulated amortization of other intangible assets and their estimated useful lives are as follows (dollars in thousands):

⁽¹⁾

Amortization is calculated using a declining method in relation to estimated retention lives of acquired customers.

(5)   Long-Term Debt

        In conjunction with the consummation of the acquisition of Dex West on September 9, 2003, the Company initiated the $160.0 million delayed draw provision of its Tranche A Term Loan. As of September 30, 2003, long-term debt is comprised of the following (in thousands):

        As of September 30, 2003, there were no borrowings under the revolving credit facility. The Company paid interest and fees on the bank facility and interest on the interest rate swap of $17.0 million and $106.8 million for the three months and nine months ended September 30, 2003, respectively. As of September 30, 2003, the Company was in compliance with all the debt covenants

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under its credit facility. Effective October 31, 2003, the Company amended its credit agreement as more fully described in Note 13(a).

(6)   Derivative Instruments and Hedging Activities

        During November 2002, the Company entered into four interest rate swap agreements to hedge against the effects of increases in the interest rates associated with floating rate debt on its bank financing. All interest rate related derivative instruments had forward starting dates of May 8, 2003. The Company has reclassified $1.8 million and $2.8 million of hedging losses into interest expense for the three months and nine months ended September 30, 2003, respectively. For the three months and nine months ended September 30, 2003, the Company had $1.8 million of unrealized gains and $2.2 million of unrealized losses, respectively, net of tax, which are included in accumulated other comprehensive loss. As of September 30, 2003, $5.1 million of deferred losses, net of tax, on derivative instruments, are recorded in accumulated other comprehensive loss, of which $3.5 million, net of tax, is expected to be reclassified to earnings during the next 12 months.

        During November 2002, the Company entered into a foreign currency swap agreement to hedge against the effects of foreign currency fluctuation between the US Dollar and the Euro on its Tranche B-Euros. For the three months and nine months ended September 30, 2003, the Company recognized approximately $0.6 million and $4.9 million, respectively, in unrealized gains on the foreign currency derivative instrument. These gains were offset by losses on foreign currency transaction adjustments to the underlying debt instrument of approximately $0.4 million and $3.8 million for the three months and nine months ended September 30, 2003, respectively. In connection with the refinancing, as more fully described in Note 13(a), the Company canceled its foreign currency swap agreement on November 10, 2003.

        During November 2002, the Company entered into an interest rate cap agreement. Losses of less than $0.1 million and $0.6 million are included in earnings for the three months and nine months ended September 30, 2003, respectively, relating to this agreement.

(7)   Commitments and Contingencies

(a) Litigation

        The Company is involved, from time to time, in litigation arising in the normal course of business. The outcome of this litigation is not expected to have a material adverse impact on the Company.

(b) Collective Bargaining Agreement

        As of September 30, 2003, 47% of the Company's employees were members of the Communication Workers of America. The collective bargaining agreement covering their employment expired in October 2003. In October 2003, the Company reached a tentative agreement with the CWA for a new collective bargaining agreement that is subject to ratification by its member employees. The Company has no assurance that the required majority of CWA represented employees will vote to ratify the tentative agreement. In January 2003, the Company extended its collective bargaining agreement with the International Brotherhood of Electrical Workers until May 5, 2006. As of September 30, 2003, 15% of the Company's employees were members of the International Brotherhood of Electrical Workers.

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(c) Dex West Acquisition

        The acquisition of Dex West was consummated by Dex Media on September 9, 2003. In connection with the acquisition, the Company distributed $210.0 million in the form of a dividend to its indirect parent, Dex Media, using proceeds from the delayed draw Tranche A Term Loan Facility of $160.0 million and $50.0 million from member contributions. In addition, the Company's contingent obligation relating to Dex West financing fees was relieved, which was accounted for as a contribution to member equity.

(d) Amdocs Agreement

        During February 2003, the Company entered into a five-year agreement with Amdocs, Inc. ("Amdocs") for the complete modernization of the Company's core production platform. This project relates to upgrading the Company's existing software system to enhance its functionality. The Company expects to incur a total of approximately $52.3 million in charges related to the agreement with Amdocs over the next five years. During the three months and nine months ended September 30, 2003, the Company incurred $4.1 million and $10.9 million, respectively, related to this agreement.

(8)   Comprehensive Income (Loss)

        Components of comprehensive income (loss) are changes in equity other than those resulting from investments by owners and distributions to owners. Net income (loss) is the primary component of comprehensive income (loss). For the Company, the component of comprehensive income (loss) other than net income (loss) is the change in unrealized gain or loss on derivatives qualifying for hedge accounting, net of tax. The aggregate amounts of such changes to equity that have not been recognized in net income are reported in the equity portion of the consolidated balance sheets as accumulated other comprehensive income (loss). Comprehensive loss for the three months and nine months ended September 30, 2003 was $1.6 million and $33.4 million, respectively.

(9)   Stock Options

        Company.    On November 8, 2002, Dex Media adopted a Stock Option Plan (the "Plan") that permits the grant of nonqualified and incentive stock options to its employees, consultants and independent directors or those of its wholly-owned subsidiaries. As of September 30, 2003, the maximum number of shares of common stock available for grant was 469,182. The Compensation Committee of Dex Media determines the exercise price for each option; however, all outstanding stock options have an exercise price that is equal to the fair market value of the common stock on the date the stock option was granted and all outstanding options have a term of ten years. Outstanding options vest in two segments. Subject to the optionee's continued employment with the Company (1) 25% of the options granted will vest in equal annual installments of 5% each on each December 31 beginning in 2003 and ending in 2007; and (2) 75% of the options granted will vest in full on the eighth anniversary of the grant date; however, an installment equal to 15% of the options granted shall become vested following each of the fiscal years 2003 through 2007 if certain earnings before interest, taxes, depreciation and amortization ("EBITDA") targets are met with respect to such year.

        Predecessor.    Employees of the Predecessor participated in the Qwest employee stock incentive plans. The Qwest stock incentive plans were accounted for using the intrinsic value method under which no compensation expense is recognized for options granted to employees when the strike price of

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those options equals or exceeds the value of the underlying security on the measurement date. Generally, options granted to current Dex Media East employees under this plan expired 90 days after the acquisition of Dex East by the Company.

(10) Transactions with Dex Media West

(a) Shared Services

        Upon consummation of the acquisition of Dex West by Dex Buyer on September 9, 2003, all Qwest employees transferred to Dex Media became legal employees of Dex Media East. As such, all employee-related liabilities, including pension and other post-retirement obligations, are included in Dex Media East's reported liabilities, with an offsetting asset recorded as an affiliate receivable from Dex Media West for the portion of the liability associated with Dex Media East employees providing services to Dex Media West. Per the Shared Services and Employees Agreement dated September 9, 2003, costs related to Dex Media East employees providing services entirely for Dex Media West are allocated 100% to Dex Media West. Shared employee costs are allocated and charged to Dex Media West based upon Dex Media West's proportional share of consolidated Dex Media revenue. All cash related affiliate balances are settled at least monthly.

(b) Due from (to) Dex Media West

        As of September 30, 2003, amounts due from (to) Dex Media West in the accompanying condensed consolidated financial statements include the following (in thousands):