Ex-99.3

Exhibit 99.3

On January 31, 2006, R.H. Donnelley Corporation (the “Company” or “Donnelley”) completed its acquisition of Dex Media, Inc., a Delaware corporation (“Dex Media”), pursuant to the Agreement and Plan of Merger, dated October 3, 2005 (the “Merger Agreement”), among Dex Media, Dex Media, Inc. (f/k/a Forward Acquisition Corp.), a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and the Company. Pursuant to the Merger Agreement, Dex Media was merged with and into Merger Sub, with Merger Sub remaining as the surviving corporation (the “Dex Media Merger”). Merger Sub was then renamed “Dex Media, Inc.”

On January 27, 2006, Donnelley repurchased its remaining 100,301 shares of outstanding convertible cumulative preferred stock (“Preferred Stock”) from investment partnerships affiliated with The Goldman Sachs Group, Inc. (the “GS Repurchase”). Subsequent to the GS Repurchase, there are no outstanding shares of Preferred Stock. The Dex Media Merger was conditioned on the completion of the GS Repurchase.

Unaudited Pro Forma Condensed Combined Financial Statements

We derived the following unaudited pro forma condensed combined financial statements from Donnelley’s audited consolidated financial statements as of and for the year ended December 31, 2005 and Dex Media’s audited consolidated financial statements as of and for the year ended December 31, 2005. The following unaudited pro forma condensed combined financial statements of Donnelley give effect to (1) the GS Repurchase and related financing, as the Dex Media Merger was conditioned on the completion of the GS Repurchase, and (2) the Dex Media Merger and related financings, as if each transaction had been completed on January 1, 2005, with respect to the unaudited pro forma condensed combined statement of operations and as of December 31, 2005, with respect to the unaudited pro forma condensed combined balance sheet. The column headed ‘‘Pro Forma Excluding Dex Media Merger’’ reflects the pro forma adjustments for Donnelley reflecting the GS Repurchase, and the column headed ‘‘Total Pro Forma’’ reflects the GS Repurchase pro forma adjustments and pro forma adjustments for Donnelley reflecting the Dex Media Merger.

The following unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes of Donnelley and Dex Media.

The Dex Media Merger is accounted for as a business combination, using the purchase method of accounting, with Donnelley as the accounting acquirer. Donnelley is considered the acquiring entity for accounting purposes based on the facts that: (1) the majority of the combined company’s current Board members were members of Donnelley’s Board prior to the completion of the Dex Media Merger; (2) the majority of the combined company’s current senior management team served as Donnelley’s senior management team prior to the completion of the Dex Media Merger; and (3) Donnelley distributed both cash and its common stock as purchase price consideration to the stockholders of Dex Media. Under the purchase method of accounting, certain costs incurred by Donnelley to acquire Dex Media have been allocated to the underlying net assets according to their respective estimated fair values. The excess purchase price over the estimated fair value of the net assets acquired, including identifiable intangible assets, has been allocated to goodwill. The purchase price associated with the Dex Media Merger was finalized on January 31, 2006. The purchase price allocation presented here is preliminary as management is currently assessing the fair values of the tangible and intangible assets acquired and liabilities assumed, and the final allocation of the purchase price will be based upon the actual fair value of assets and liabilities of Dex Media as of the date of the completion of the Dex Media Merger. Accordingly, the actual purchase accounting adjustments may differ from the pro forma adjustments reflected here.

Management expects that the Dex Media Merger will result in cost savings for the combined company. These opportunities include, but are not limited to, elimination of redundant computer systems and administrative functions.

The following unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of what Donnelley’s actual financial position or results of operations would have been had the following transactions been completed on the dates indicated above: (1) the GS Repurchase and related financing and (2) the Dex Media Merger and related financings. The following unaudited pro forma condensed combined financial statements do not give effect to (1) Donnelley’s or Dex Media’s results of operations or other transactions or developments since December 31, 2005 or (2) the cost savings and one-time charges expected to result from the Dex Media Merger. These matters could cause both Donnelley’s pro forma historical financial position and results of operations and Donnelley’s actual future financial position and results of operations to differ materially from those presented in the following unaudited pro forma condensed combined financial statements.

Effects of purchase accounting

As the result of the Dex Media Merger, Donnelley became the publisher of all Dex Media branded yellow pages and white pages directories that were previously published by Dex Media. Donnelley currently publishes yellow and white pages directories under the Sprint Yellow Pages brand, the AT&T (formerly known as SBC) Yellow Pages brand and the Dex Media brand. Deferred revenue associated with the acquired Dex Media-branded directories on December 31, 2005 was $221.4 million, representing revenue that, in the absence of purchase accounting, would have been recognized over the twelve months following the Dex Media Merger under the deferral and amortization method of revenue recognition. This deferred revenue primarily relates to national customers. Under purchase accounting, Donnelley reduced this $221.4 million liability for pre-acquisition deferred revenue to zero in the accompanying pro forma condensed

combined balance sheet as of December 31, 2005. Accordingly, Donnelley will not record revenue associated with any Dex Media directories that published prior to the completion of the Dex Media Merger. The impact of this purchase accounting adjustment has not been reflected in the pro forma condensed combined statement of operations. Although the deferred revenue balance was eliminated, Donnelley retained all the rights associated with the collection of amounts due and contractual obligations under the advertising contracts executed prior to the completion of the Dex Media Merger. As a result, the net billed ($134.8 million) and net unbilled ($668.5 million) accounts receivable balances relating to the Dex Media directory business become assets of Donnelley.

The deferred costs associated with the acquired Dex Media-branded directories on December 31, 2005 were $293.6 million and included $260.3 million related to directories published prior to the completion of the Dex Media Merger that, in the absence of purchase accounting, would have been recognized as expense over the twelve months following the Dex Media Merger under Donnelley’s deferral and amortization method. These deferred costs relate to both national and local customers. The $260.3 million of costs related to directories published prior to the completion of the Dex Media Merger have been reduced to zero in the accompanying pro forma condensed combined balance sheet as of December 31, 2005. Accordingly, Donnelley will not record expense associated with any Dex Media directories published prior to the completion of the Dex Media Merger. The impact of this purchase accounting adjustment has not been reflected in the pro forma condensed combined statement of operations. The remaining deferred directory costs associated with the acquired Dex Media-branded directories, which related to those directories that were scheduled to publish subsequent to the Dex Media Merger, were $33.3 million and will be assumed by Donnelley and are reflected on the pro forma condensed combined balance sheet as of December 31, 2005. Under purchase accounting rules, these deferred costs are recorded at their fair value, which is determined as the estimated billable value of the published directory less the expected costs to complete that directory plus a normal profit margin. The fair value of these costs was determined to be $54.4 million higher than the carrying value, which we refer to as ’’cost uplift.’’ Accordingly, Donnelley increased these costs by $54.4 million in the accompanying pro forma condensed combined balance sheet to reflect their fair value, and such amount will be amortized as a non-cash expense over the life of the related directories.

Generally, the purchase method of accounting will not affect revenue and directory costs in periods subsequent to the twelve-month period after the completion of the Dex Media Merger. The purchase accounting effects relating to revenue and directory costs are non-recurring and have no historical or future cash flow impact.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
R.H. DONNELLEY CORPORATION
AS OF DECEMBER 31, 2005


						PRO FORMA
						EXCLUDING				DEX MEDIA			TOTAL
	DONNELLEY		GS REPURCHASE			DEX MEDIA		DEX MEDIA		MERGER			PRO
(In thousands)	HISTORICAL		ADJUSTMENTS			MERGER		HISTORICAL		ADJUSTMENTS			FORMA
ASSETS:
Cash and cash equivalents	$	7,793	$	(4,041	) (1a)	$	3,752	$	1,808	$	—			5,560
Net accounts receivable		457,310					457,310		134,816		668,537	(3c)		1,260,663
Deferred directory costs		67,686					67,686		293,616		(260,327	) (3e)
											54,360	(3d)		155,335
Other current assets		33,056					33,056		13,647					46,703
Current deferred income taxes									21,592		(21,592	) (3e)
											34,907	(3f)		34,907

Total current assets		565,845		(4,041	)		561,804		465,479		475,885			1,503,168

Fixed assets and computer software, net		55,687					55,687		106,926					162,613
Other non-current assets		94,078		12,286	(2b)				111,773		56,304	(2b)
							106,364				(109,033	) (3e)		165,408
Non-current deferred income taxes									43,444		(43,444	) (3e)
											105,844	(3f)		105,844
Intangible assets, net		2,833,200					2,833,200		2,687,957		(2,687,957	) (3b)
											7,688,000	(3b)		10,521,200
Goodwill		319,014					319,014		3,081,446		(3,081,446	) (3g)
											1,721,187	(3h)		2,040,201

Total Assets	$	3,867,824	$	8,245		$	3,876,069	$	6,497,025	$	4,125,340		$	14,498,434


LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ (DEFICIT) EQUITY
Accounts payable and accrued liabilities	$	68,912	$	12,286	(2b)	$	81,198	$	54,160	$	—		$	135,358
Accrued interest		20,649					20,649		72,230					92,879
Deferred directory revenue		463,440					463,440		221,448		(221,448	) (3e)		463,440
Other current liabilities									69,588					69,588
Current deferred income taxes, net		85,583					85,583							85,583
Current portion of long-term debt		100,234					100,234		239,652					339,886

Total current liabilities		738,818		12,286			751,104		657,078		(221,448	)		1,186,734

Long-term debt		2,978,615		332,081	(1a)				5,053,088		1,963,475	(2a)
							3,310,696				224,100	(4)		10,551,359
Deferred income taxes, net		53,352					53,352				377,737	(3f)		431,089
Other non-current liabilities		54,305					54,305		95,919					150,224

Total liabilities		3,825,090		344,367			4,169,457		5,806,085		2,343,864			12,319,406
Redeemable convertible preferred stock		334,149		(334,149	) (1b)


							PRO FORMA
							EXCLUDING						DEX MEDIA			TOTAL
	DONNELLEY			GS REPURCHASE			DEX MEDIA			DEX MEDIA			MERGER			PRO
(In thousands)	HISTORICAL			ADJUSTMENTS			MERGER			HISTORICAL			ADJUSTMENTS			FORMA
SHAREHOLDERS’ (DEFICIT) EQUITY

Common stock		51,622						51,622			1,507			(1,507	) (5)
														36,547	(3a)		88,169
Additional paid-in capital											795,253			(795,253	) (5)
														88,812	(3a)
														2,347,057	(5)		2,435,869
Warrants outstanding		13,758						13,758									13,758
Accumulated deficit		(197,122	)		(1,973	) (1b)		(199,095	)		(107,133	)		107,133	(5)		(199,095	)
Treasury stock		(163,485	)					(163,485	)								(163,485	)
Accumulated other comprehensive income		3,812						3,812			1,313			(1,313	) (5)		3,812

Total shareholders’ (deficit) equity		(291,415	)		(1,973	)		(293,388	)		690,940			1,781,476			2,179,028
Total Liabilities, Redeemable, Convertible

Preferred Stock and Shareholders’ (Deficit) Equity	$	3,867,824		$	8,245		$	3,876,069		$	6,497,025		$	4,125,340		$	14,498,434

(Amounts in thousands)

(1a) GS Repurchase adjustments: Represents new net discounted borrowings of $332,081 with an interest rate of 8.625% to fund the GS Repurchase. The cost of the GS Repurchase was $336,122 including accrued interest and dividends of $4,466 and the remaining $4,041 was paid with existing cash on hand.

(1b) As a result of the GS Repurchase becoming a probable event under the terms of the Stock Purchase and Support Agreement dated October 3, 2005, Donnelley accreted the recorded value of its remaining preferred stock to its redemption value of $334,149 at December 31, 2005. The accretion to redemption value during 2005 totaled $211,020 and was recorded as a reduction to income available to common shareholders for the year ended December 31, 2005. In conjunction with the GS Repurchase in the first quarter of 2006, we accreted the recorded value of the preferred stock to its redemption value at January 27, 2006, which included accrued interest and dividends for the period January 1, 2006 through January 27, 2006 totaling $1,973. In addition, Donnelley reversed the remaining previously recorded beneficial conversion feature related to these shares and recorded an increase to income available to common shareholders of $31,195. This adjustment is not reflected in the EPS calculation below, as it is non-recurring in nature. The GS Repurchase was not conditioned on the completion of the Dex Media Merger, although the Dex Media Merger was conditioned on the GS Repurchase.

(2a) Dex Media Merger adjustments: Represents total new borrowings of $1,963,475 that were used to fund a portion of the cash consideration that was paid to Dex Media’s stockholders in connection with the Dex Media Merger. Includes $1,210,000 of debt securities with an interest rate of 8.875% and net discounted borrowings of $600,475 with an interest rate of 8.625%. New borrowings also consist of a $453,000 secured term loan B facility at an interest rate of LIBOR plus 150 basis points. All the Dex Media notes were subject to change of control offers in connection with the Dex Media Merger. Certain Dex Media senior notes were put to Dex Media in connection with the change of control offers. $300,000 of the secured term loan B facility replaced the Dex Media senior notes that were put to Dex Media and $153,000 represents new debt.

(2b) Total financing costs associated with financings included in (1a) and (2a) approximate $12,286 and $56,304 for the GS Repurchase and the Dex Media Merger, respectively, and such costs have been deferred and are being amortized to interest expense over the note maturities of the related term loans.

(3) The Dex Media Merger is accounted for as a business combination using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations. Accordingly, the purchase price will be allocated to the tangible and identified intangible assets acquired and the liabilities assumed on the date of the Dex Media Merger. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed is as follows:


Calculation of Allocable Purchase Price

Cash (a)			$	1,861,111
Donnelley shares issued to Dex Media stockholders (a)				2,259,359
Allocable transaction costs				20,305
Dex Media vested and unvested equity awards (a)				88,812
Dex Media outstanding debt at fair value				5,666,840


Total allocable purchase price			$	9,896,427


Estimated allocation of purchase price:
Non-compete/publishing agreements (b)				5,914,000
Customer relationships (b)				1,269,000
Trademarks and other (b)				505,000
Dex Media net tangible assets acquired	214,277
Unbilled Dex Media customers receivable, net as of December 31, 2005 (c)	668,537
Estimated profit on acquired sales contracts (d)	54,360
Fair value adjustments:
Reverse pre-merger deferred revenue (e)	221,448
Reverse pre merger deferred directory costs (e)	(260,327	)
Eliminate deferred financing costs (e)	(109,033	)
Eliminate Dex Media income taxes (e)	(65,036	)
Deferred taxes relating to purchase accounting, net (f)	(236,986	)


Fair value of net tangible assets acquired				487,240
Goodwill (h)				1,721,187


Total allocable purchase price			$	9,896,427

(a) The Merger Agreement provides that each issued and outstanding share of Dex Media common stock be converted into the right to receive $12.30 in cash and the right to receive 0.24154 of a share of Donnelley common stock. Upon completion of the Dex Media Merger on January 31, 2006, 151,309,850 shares of Dex Media common stock were issued and outstanding, which resulted in the issuance of 36,547,381 shares of Donnelley common stock valued at $61.82 per share. In accordance with EITF 99-12, the common stock price was determined using the average closing Donnelley stock price for the two business days before and after the announcement of the Dex Media merger on October 3, 2005. The number of Dex Media vested equity awards after conversion to Donnelley shares totals 1.3 million at January 31, 2006. The value of these vested equity awards totals $69.4 million using a valuation price of $51.29 per share. The number of Dex Media unvested equity awards after conversion to Donnelley shares totals 0.4 million at January 31, 2006. The value of these unvested equity awards totals $19.4 million using a valuation price range of $51.29 to $52.60 per share.

(b) Represents contractual agreements that Dex Media has entered into with Qwest. Such agreements include: (i) a non-competition and non-solicitation agreement, whereby Qwest has agreed not to sell directory products consisting principally of listings and classified advertisements for subscribers in the geographic areas in the Dex Media states in which Qwest provides local telephone service; (ii) a publishing agreement, which grants Dex Media 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 Media states in which Qwest provides local telephone service; (iii) local and national customer relationships; and (iv) a trademark license

agreement whereby Qwest has licensed to Dex Media the right to use the Qwest Dex and Qwest Dex Advantage marks in connection with directory products and related marketing materials in the Dex Media states and the right to use these marks in connection with DexOnline.com, Dex Media’s directory website. As a result of purchase accounting requirements, Dex Media’s pre-merger intangible asset carrying values have been eliminated and subsequently adjusted to their estimated fair values on January 31, 2006.

(c) Represents estimated net unbilled Dex Media customer receivables for directories that published before the completion of the Dex Media Merger.

(d) Represents ’’cost uplift’’ adjustment to increase those costs incurred for directories that were scheduled to publish after the completion of the Dex Media Merger to their fair value.

(e) These adjustments reverse Dex Media’s pre-merger deferred revenue liability and deferred directory costs for directories published prior to the closing date and eliminate deferred financing costs and deferred income taxes, all of which are required to be eliminated under purchase accounting.

(f) Represents recognition of deferred income taxes relating to the Dex Media Merger.

(g) Represents an adjustment to reverse Dex Media’s pre-merger goodwill, which is required to be eliminated under purchase accounting.

(h) Represents the excess purchase price over the estimated fair value of net identifiable assets acquired.

(4) As a result of purchase accounting, Donnelley adjusted Dex Media’s debt to its fair value as of December 31, 2005.

(5) To eliminate (i) Dex Media’s historical equity and accumulated deficit and (ii) the net adjustment to shareholders’ equity for adjustments (2) and (3a).

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
R.H. DONNELLEY CORPORATION
FOR THE YEAR ENDED DECEMBER 31, 2005


							PRO FORMA
				GS			EXCLUDING						DEX MEDIA			TOTAL
	DONNELLEY			REPURCHASE			DEX MEDIA			DEX MEDIA			MERGER			PRO
(In thousands, except per share data)	HISTORICAL			ADJUSTMENTS			MERGER			HISTORICAL			ADJUSTMENTS			FORMA
Net revenues	$	956,631		$	—		$	956,631		$	1,658,416		$	—			2,615,047

Operating expenses		436,016						436,016			504,453						940,469
General and administrative expenses		60,228						60,228			252,705			6,055	(5)		318,988
Depreciation and amortization		85,146						85,146			377,231			(345,702	) (2)		—
														206,136	(2)		322,811


Total expenses		581,390						581,390			1,134,389			(133,511	)		1,582,268

Operating income		375,241						375,241			524,027			133,511			1,032,779

Interest expense		(264,532	)		(35,100	) (1)		(299,632	)		(445,742	)		(190,604	) (1)		(935,978	)
Other income											1,274						1,274


Income before income taxes		110,709			(35,100	)		75,609			79,559			(57,093	)		98,075
Provision for income taxes		43,176			(14,040	) (3)		29,136			32,776			(22,837	) (3)		39,075


Net income	$	67,533		$	(21,060	)	$	46,473		$	46,783		$	(34,256	)	$	59,000


Loss per share (EPS)
Basic	$	(9.10	)				$	(9.40	)							$	(4.18	) (4)
Diluted		(9.10	)					(9.40	)								(4.18	) (4)
Shares used in computing EPS

Basic		31,731						31,731						36,547			68,278
Diluted		31,731						31,731						36,547			68,278

(1) Represents pro forma incremental interest expense on issuance of new debt, amortization of deferred financing costs associated with the financing and amortization of the discount for the new notes for (1) the GS Repurchase and (2) the Dex Media Merger as if each transaction had been consummated on January 1, 2005.

The pro forma incremental interest expense on issuance of new debt, amortization of deferred financing costs and amortization of the discount for the new notes for the year ended December 31, 2005 is as follows:

Year Ended December 31, 2005
(In thousands)


			Dex Media
	GS Repurchase		Merger		Total Pro Forma

Interest expense on incremental borrowings	$	28,642	$	170,138	$	198,780

Amortization of associated deferred financing costs		1,755		11,963		13,718

Amortization of Senior Notes Discount		4,703		8,503		13,206


Total incremental interest expense	$	35,100	$	190,604	$	225,704

A sensitivity analysis demonstrating the impact of a 12.5 basis point increase or decrease in interest rates would yield a difference to pro forma incremental interest expense of approximately $415 for the year ended December 31, 2005 related to the GS Repurchase and $2,829 for the year ended December 31, 2005 related to the Dex Media Merger.

Deferred financing costs related to these borrowings are amortized over the term of the associated arrangement.

(2) Represents the elimination of Dex Media’s historical intangible asset amortization of $345,702 for the year ended December 31, 2005. Represents the estimated amortization of the fair value of Dex Media’s acquired intangible assets based on their estimated useful lives. Estimated amortization expense associated with customer relationships for the year ended December 31, 2005 presented below includes only national customer relationships as amortization expense related to local customer relationships will begin when deferred cost uplift is fully amortized, which is approximately 18 months from the Dex Media Merger date. Amortization expense for the year ended December 31, 2005 is estimated to be $206,136:


				For the Year
	Fair Value			Ended December
(in thousands)	Estimate		Life (Years)	31, 2005
Non-compete/publishing agreements	$	5,914,000	37	$	159,840
Customer relationships		1,269,000	15-25		11,724
Trademarks and other		505,000	15		34,572


Totals	$	7,688,000		$	206,136

(3) Represents the income tax effect of the preceding pro forma adjustments using a statutory rate of 40%.

(4) Holders of Donnelley preferred stock are entitled to participate in dividends and earnings of Donnelley. Due to this participation feature, earnings per share, or EPS, are computed under the two-class method. The two-class method is an earnings allocation formula that calculates basic EPS for common shareholders and Donnelley preferred shareholders based on their respective rights to receive dividends.

The calculation of historical GAAP and pro forma basic and diluted EPS for common shareholders under the two-class method for the year ended December 31, 2005 is shown below. EPS for Donnelley preferred shareholders is not required to be disclosed.


	Historical			GS Repurchase
	Donnelley			Pro Forma			Total Pro Forma
	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
Basic and Diluted EPS-Two-Class Method	2005			2005			2005
Net income	$	67,533		$	46,473		$	59,000

Less: Preferred dividend		(11,708	)		—			—
Less: Loss on repurchase of redeemable convertible preferred stock (a)		(133,681	)		(133,681	)		(133,681	)
Less: Accretion of redeemable convertible preferred stock to redemption value (b)		(211,020	)		(211,020	)		(211,020	)


Loss available to common shareholders		(288,876	)		(298,228	)		(285,701	)
Amount allocable to common shareholders		100	%		100	%		100	%


Loss allocable to common shareholders		(288,876	)		(298,228	)		(285,701	)

Weighted average common shares outstanding		31,731			31,731			68,278

Basic and Diluted loss per share	$	(9.10	)	$	(9.40	)	$	(4.18	)

In computing historical EPS using the two-class method, Donnelley has not allocated the loss available to Donnelley common shareholders for the year ended December 31, 2005 between Donnelley common shareholders and Donnelley preferred shareholders since the Donnelley preferred shareholders did not have a contractual obligation to share in any loss. In computing pro forma EPS, the weighted average common shares outstanding were adjusted as if the Dex Media Merger had been completed on January 1, 2005. Pro forma weighted average common shares outstanding were adjusted to reflect the shares issued in connection with the Dex Media Merger totaling 36.5 million shares.

(a) Reflects historical loss on repurchase of preferred stock on January 14, 2005.

(b) As a result of the GS Repurchase becoming a probable event under the terms of the Stock Purchase and Support Agreement dated October 3, 2005, Donnelley accreted the recorded value of its remaining preferred stock to its redemption value of $334,149 at December 31, 2005. The accretion to redemption value during 2005 totaled $211,020 and was recorded as a reduction to income available to common shareholders for the year ended December 31, 2005. In conjunction with the GS Repurchase in the first quarter of 2006, we accreted the recorded value of the preferred stock to its redemption value at January 27, 2006, which included accrued interest and dividends for the period January 1, 2006 through January 27, 2006 totaling $1,973. In addition, Donnelley reversed the remaining previously recorded beneficial conversion feature related to these shares and recorded an increase to income available to common shareholders of $31,195. This adjustment is not reflected in the EPS calculation above, as it is non-recurring in nature.

(5) Represents the estimated compensation cost related to Dex Media unvested stock options which was determined based on the estimated number of options that will vest subsequent to the merger over the estimated remaining option vesting period of three years.