##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period endedMarch 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  to
 Commission File Number: 333-112694
 DEX MEDIA WEST LLC
 (Exact name of registrant as specified in its charter)
 Delaware
    
    25-1903487(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)
 (919) 297-1600
 (Registrants telephone number, including area code)
  
 þ o
  o o þ
 o þ
  THE REGISTRANT IS AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF R.H. DONNELLEY CORPORATION.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q
AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.




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##### 



DEX MEDIA WEST LLC
 INDEX TO FORM 10-Q
 PAGEPART I: FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Consolidated Balance Sheets at March 31, 2007 and December 31, 2006 (Successor Company)
    
    
    3Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three
Months Ended March 31, 2007, the Two Months Ended March 31, 2006 (Successor Company)
and the One Month Ended January 31, 2006 (Predecessor Company)
    
    
    4Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2007, the
Two Months Ended March 31, 2006 (Successor Company) and the One Month Ended January
31, 2006 (Predecessor Company)
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Narrative Analysis of Results of Operations*
    
    
    18Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk**
    
    
    23Item 4T.
    
    Controls and Procedures
    
    
    24PART II: OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    24Item 1A.
    
    Risk Factors
    
    
    24Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds***
    
    
    24Item 3.
    
    Defaults Upon Senior Securities***
    
    
    24Item 4.
    
    Submission of Matters to a Vote of Security Holders***
    
    
    24Item 5.
    
    Other Information
    
    
    24Item 6.
    
    Exhibits
    
    
    25SIGNATURES
    
    
    29
 
 *
    
    Pursuant to General Instruction H(2)(a) of Form 10-Q: (i) the information called for by Item
2 of Part I, 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.**
    
    Omitted pursuant to General Instruction H(2)(c) of Form 10-Q.***
    
    Omitted pursuant to General Instruction H(2)(b) of Form 10-Q. 2




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##### 



PART I. FINANCIAL INFORMATION
  Dex Media West LLC
Consolidated Balance Sheets (Unaudited)
 Successor Company(in thousands)
    
    March 31, 2007
    
    December 31, 2006AssetsCurrent AssetsCash and cash equivalents
    
    $
    5,424
    
    
    $
    28,358Accounts receivableBilled
    
    
    53,873
    
    
    
    67,539Unbilled
    
    
    287,786
    
    
    
    306,016Allowance for doubtful accounts and sales claims
    
    
    (8,700
    )
    
    
    (10,803
    )Net accounts receivable
    
    
    332,959
    
    
    
    362,752Deferred directory costs
    
    
    77,709
    
    
    
    88,226Short-term deferred income taxes, net
    
    
    8,711
    
    
    
    12,505Prepaid expenses and other current assets
    
    
    24,549
    
    
    
    29,416Total current assets
    
    
    449,352
    
    
    
    521,257Fixed assets and computer software, net
    
    
    32,201
    
    
    
    34,656Other non-current assets
    
    
    10,695
    
    
    
    10,668Intangible assets, net
    
    
    4,994,087
    
    
    
    5,034,651Goodwill
    
    
    1,364,106
    
    
    
    1,368,789Total Assets
    
    $
    6,850,441
    
    
    $
    6,970,021Liabilities and Owners EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    26,052
    
    
    $
    21,945Affiliates payable, net
    
    
    124,171
    
    
    
    84,011Accrued interest
    
    
    26,133
    
    
    
    55,663Deferred directory revenue
    
    
    430,483
    
    
    
    465,409Current portion of long-term debt
    
    
    140,714
    
    
    
    134,552Total current liabilities
    
    
    747,553
    
    
    
    761,580Long-term debt
    
    
    2,434,921
    
    
    
    2,561,879Amount due to affiliate primarily related to
post-retirement and other post-employment
obligations
    
    
    53,931
    
    
    
    56,558Deferred income taxes, net
    
    
    1,232,667
    
    
    
    1,227,796Other non-current liabilities
    
    
    16,828
    
    
    
    15,909Total liabilities
    
    
    4,485,900
    
    
    
    4,623,722Commitments and contingenciesOwners EquityOwners interest
    
    
    2,480,325
    
    
    
    2,480,325Accumulated deficit
    
    
    (112,720
    )
    
    
    (132,230
    )Accumulated other comprehensive loss
    
    
    (3,064
    )
    
    
    (1,796
    )Total owners equity
    
    
    2,364,541
    
    
    
    2,346,299Total Liabilities and Owners Equity
    
    $
    6,850,441
    
    
    $
    6,970,021
  3




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##### 



Dex Media West LLC  Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
 PredecessorSuccessor Company
    
    
    CompanyThree Months
    
    Two Months
    
    
    One MonthEnded
    
    Ended
    
    
    EndedMarch 31,
    
    March 31,
    
    
    January 31,(in thousands)
    
    2007
    
    2006
    
    
    2006Net revenue
    
    $
    232,833
    
    
    $
    21,126
    
    
    
    $
    78,803ExpensesCost of revenue (exclusive of depreciation and amortization shown separately below)
    
    
    99,295
    
    
    
    37,008
    
    
    
    
    33,598General and administrative expenses
    
    
    9,632
    
    
    
    8,138
    
    
    
    
    4,991Depreciation and amortization
    
    
    44,389
    
    
    
    23,556
    
    
    
    
    14,661Total expenses
    
    
    153,316
    
    
    
    68,702
    
    
    
    
    53,250Operating income (loss)
    
    
    79,517
    
    
    
    (47,576
    )
    
    
    
    25,553Interest expense, net
    
    
    48,347
    
    
    
    32,269
    
    
    
    
    17,700Income (loss) before income taxes
    
    
    31,170
    
    
    
    (79,845
    )
    
    
    
    7,853Provision (benefit) for income taxes
    
    
    11,660
    
    
    
    (30,485
    )
    
    
    
    3,134Net income (loss)
    
    $
    19,510
    
    
    $
    (49,360
    )
    
    
    $
    4,719Comprehensive Income (Loss)Net income (loss)
    
    $
    19,510
    
    
    $
    (49,360
    )
    
    
    $
    4,719Unrealized (loss) gain on interest rate swaps, net of tax
    
    
    (1,268
    )
    
    
    1,492
    
    
    
    
    Comprehensive income (loss)
    
    $
    18,242
    
    
    $
    (47,868
    )
    
    
    $
    4,719
  4




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##### 



Dex Media West LLC  Consolidated Statements of Cash Flows (Unaudited)
 PredecessorSuccessor Company
    
    CompanyThree Months
    
    Two Months
    
    
    One MonthEnded
    
    Ended
    
    
    EndedMarch 31,
    
    March 31,
    
    
    January 31,(in thousands)
    
    2007
    
    2006
    
    
    2006Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    19,510
    
    
    $
    (49,360
    )
    
    
    $
    4,719Reconciliation of net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    44,389
    
    
    
    23,556
    
    
    
    
    14,661Deferred income tax provision (benefit)
    
    
    11,660
    
    
    
    (30,485
    )
    
    
    
    3,134Provision for bad debts
    
    
    4,560
    
    
    
    (1,919
    )
    
    
    
    4,605Stock-based compensation expense
    
    
    4,750
    
    
    
    938
    
    
    
    
    1,587Interest rate swap ineffectiveness
    
    
    
    
    
    
    330
    
    
    
    
    194Amortization of debt fair value adjustment
    
    
    (3,162
    )
    
    
    (2,617
    )
    
    
    
    Amortization of deferred financing costs
    
    
    760
    
    
    
    342
    
    
    
    
    1,141Changes in assets and liabilities:Decrease (increase) in accounts receivable
    
    
    26,434
    
    
    
    17,254
    
    
    
    
    (1,966
    )Decrease (increase) in other assets
    
    
    14,398
    
    
    
    (16,341
    )
    
    
    
    2,132(Decrease) increase in accounts payable and accrued liabilities
    
    
    (29,524
    )
    
    
    (41,384
    )
    
    
    
    2,569(Decrease) increase in deferred directory revenue
    
    
    (34,926
    )
    
    
    118,109
    
    
    
    
    110Increase (decrease) in affiliates payable
    
    
    32,783
    
    
    
    3,237
    
    
    
    
    (253
    )Increase (decrease) in other non-current liabilities
    
    
    5,660
    
    
    
    (5
    )
    
    
    
    87(Decrease) increase in amounts due to affiliates primarily related to
post-retirement and other post-employment benefits
    
    
    (6,245
    )
    
    
    1,066
    
    
    
    
    534Net cash provided by operating activities
    
    
    91,047
    
    
    
    22,721
    
    
    
    
    33,254Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (1,370
    )
    
    
    (2,518
    )
    
    
    
    (538
    )Net cash used in investing activities
    
    
    (1,370
    )
    
    
    (2,518
    )
    
    
    
    (538
    )Cash Flows from Financing ActivitiesRevolver borrowings
    
    
    18,700
    
    
    
    105,000
    
    
    
    
    Revolver repayments
    
    
    (4,100
    )
    
    
    (24,003
    )
    
    
    
    (5,000
    )Proceeds from issuance of long-term debt
    
    
    
    
    
    
    444,193
    
    
    
    
    Debt repayments
    
    
    (132,234
    )
    
    
    (320,344
    )
    
    
    
    Premium paid on debt redemption
    
    
    
    
    
    
    (2,914
    )
    
    
    
    Increase (decrease) in checks not yet presented for payment
    
    
    5,023
    
    
    
    36
    
    
    
    
    (491
    )Distributions to Owner
    
    
    
    
    
    
    (240,058
    )
    
    
    
    (10,186
    )Net cash used in financing activities
    
    
    (112,611
    )
    
    
    (38,090
    )
    
    
    
    (15,677
    )(Decrease) increase in cash and cash equivalents
    
    
    (22,934
    )
    
    
    (17,887
    )
    
    
    
    17,039Cash and cash equivalents, beginning of period
    
    
    28,358
    
    
    
    17,887
    
    
    
    
    848Cash and cash equivalents, end of period
    
    $
    5,424
    
    
    $
    
    
    
    
    $
    17,887Supplemental Information:Cash paid:Interest
    
    $
    79,703
    
    
    $
    69,920
    
    
    
    $
    8,746
  5




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##### 



Dex Media West LLC  Notes to Consolidated Financial Statements (Unaudited)  (tabular amounts in thousands, except share and per share data)
 1. Business and Basics of Presentation
     Significant Business Developments
    6




---



##### 



History
  2. Summary of Significant Accounting Policies
 Principles of Consolidation.
 Revenue Recognition.
 Accounting for Advertising Barter Transactions
 Revenue Arrangements with Multiple Deliverables.
 Deferred Directory Costs.
 Cash and Cash Equivalents. .
 7




---



##### 



Accounts Receivable.
   Fixed Assets and Computer Software
 Interest Expense and Deferred Financing Costs.
 Advertising Expense.
 Concentration of Credit Risk.
 8




---



##### 



Derivative Financial 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.
    9




---



##### 



Income Taxes. Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109
 Pension and Postretirement Benefits.
 Stock-Based Awards
 Successor Company
   Share-Based
Payment
 10




---



##### 



Predecessor Company
  Estimates.
 New Accounting Pronouncements. The Fair Value
Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement
No. 115
 Fair Value Measurements
  3. RHD Merger
 Determination of the Measurement Date for the
Market Price of Securities Issued in a Purchase Business Combination
  11




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##### 



Business Combinations Goodwill
and Other Intangible Assets
   Three months ended March 31, 2007Balance at December 31, 2006
    
    $
    4,277Additions to reserve charged to goodwill
    
    
    62Payments
    
    
    (682
    )Balance at March 31, 2007
    
    $
    3,657
   4. Intangible Assets and Goodwill
  12




---



##### 



Successor CompanyMarch 31, 2007Directory
    
    Local
    
    NationalServices
    
    CMR
    
    CMR
    
    Trade
    
    AdvertisingAgreements
    
    Relationships
    
    Relationships
    
    Names
    
    Commitment
    
    TotalFair value
    
    $
    4,240,000
    
    
    $
    495,000
    
    
    $
    120,000
    
    
    $
    280,000
    
    
    $
    15,000
    
    
    $
    5,150,000Accumulated amortization
    
    
    (117,778
    )
    
    
    (9,121
    )
    
    
    (5,778
    )
    
    
    (21,778
    )
    
    
    (1,458
    )
    
    
    (155,913
    )Net intangible assets
    
    $
    4,122,222
    
    
    $
    485,879
    
    
    $
    114,222
    
    
    $
    258,222
    
    
    $
    13,542
    
    
    $
    4,994,087
  ®
     13




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##### 



5. Long-Term Debt, Credit Facility and Notes
  Successor CompanyMarch 31,
    
    December 31,2007
    
    2006Credit Facility
    
    $
    1,333,283
    
    
    $
    1,450,9178.5% Senior Notes due 2010
    
    
    402,158
    
    
    
    403,2605.875% Senior Notes due 2011
    
    
    8,783
    
    
    
    8,7869.875% Senior Subordinated Notes due 2013
    
    
    831,411
    
    
    
    833,468Total
    
    
    2,575,635
    
    
    
    2,696,431Less: current portion
    
    
    140,714
    
    
    
    134,552Long-term debt
    
    $
    2,434,921
    
    
    $
    2,561,879
 Credit Facility
   
    
    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 borrowing, all lenders agree to make
such term available) for LIBOR borrowings.
  Notes
  14




---



##### 



Impact of RHD Merger
   Initial Fair Value
    
    Unamortized FairAdjustment at
    
    Value Adjustment atJanuary 31, 2006
    
    March 31, 2007Dex Media WestCredit Facility
    
    $
    
    
    
    $
    8.5% Senior Notes due 2010
    
    
    22,138
    
    
    
    17,1585.875% Senior Notes due 2011
    
    
    76
    
    
    
    639.875% Senior Subordinated Notes due 2013
    
    
    79,022
    
    
    
    69,761Total
    
    $
    101,236
    
    
    $
    86,982
 6. Derivative Financial Instruments
  Effective Dates
    
    Notional Amount
    
    
    Pay Rates
    
    
    Maturity Dates(amounts in millions)February 14, 2006
    
    $
    350
    (3)
    
    
    4.925% - 4.9435
    %
    
    February 14, 2008 - February 17, 2009February 28, 2006
    
    
    50
    (1)
    
    
    4.93275
    %
    
    August 28, 2008March 10, 2006
    
    
    150
    (2)
    
    
    5.010
    %
    
    March 10, 2008May 25, 2006
    
    
    100
    (1)
    
    
    5.326
    %
    
    May 25, 2009May 26, 2006
    
    
    200
    (2)
    
    
    5.2725% - 5.275
    %
    
    May 26, 2009June 12, 2006
    
    
    150
    (2)
    
    
    5.27% - 5.279
    %
    
    June 12, 2009Total
    
    $
    1,000
 
 (1)
    
    Consists of one swap(2)
    
    Consists of two swaps(3)
    
    Consists of four swaps  15




---



##### 



7. Benefit Plans
 Pension Plan.
 Savings Plan.
 Postretirement Benefits
 Employers Disclosures About Pension and Other Postretirement
Benefits (Revised 2003)
 16




---



##### 



Successor Company
    
    
    
    
    
    
    Predecessor CompanyThree Months
    
    Two Months
    
    
    One MonthEnded
    
    
    
    Ended
    
    
    
    
    EndedMarch 31,
    
    March 31,
    
    
    January 31,2007
    

    2006
    
    
    2006Pension
    
    Post-Retirement
    
    Pension
    
    Post-Retirement
    
    
    Pension
    
    Post-RetirementBenefit
    
    Benefits
    
    Benefit
    
    Benefits
    
    
    Benefit
    
    BenefitsService cost
    
    $
    1,212
    
    
    $
    295
    
    
    $
    795
    
    
    $
    218
    
    
    
    $
    398
    
    
    $
    94Interest cost
    
    
    1,598
    
    
    
    618
    
    
    
    912
    
    
    
    296
    
    
    
    
    494
    
    
    
    173Expected return on plan assets
    
    
    (1,295
    )
    
    
    
    
    
    
    (956
    )
    
    
    
    
    
    
    
    (594
    )
    
    
    Amortization of unrecognized
prior service costs
    
    
    
    
    
    
    138
    
    
    
    9
    
    
    
    22
    
    
    
    
    (9
    )
    
    
    (22
    )Net periodic benefit expense
    
    $
    1,515
    
    
    $
    1,051
    
    
    $
    760
    
    
    $
    536
    
    
    
    $
    289
    
    
    $
    245
  8. Business Segments
  9. Legal Proceedings
    10. Related Party Transactions
  17




---



##### 



Item 2. Managements Narrative Analysis of Results of Operations
  Forward-Looking Information
  Corporate Overview
  18




---



##### 



® ® ®
  ®
   Significant Business Developments
  19




---



##### 



Segment Reporting
  New Accounting Pronouncements
 The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115
 Fair Value Measurements
  Factors Affecting Comparability
  RESULTS OF OPERATIONS, INCLUDING COMBINED RESULTS
 In addition to the GAAP presentation of our results for the three months ended March 31, 2007, the
two months ended March 31, 2006 and the one month ended January 31, 2006, we have provided the
following combined results of Dex Media West for the three months ended March 31, 2006 because we
believe that such financial information is important to gain an understanding of the impact
 20




---



##### 



of the RHD Merger on Dex Media Wests underlying historical performance and future financial
results. The financial information for the combined three months ended March 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 two months ended March 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.
 Three months ended March 31, 2007 and the combined three months ended March 31, 2006
 Net Revenue
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedThree Months
    
    Two Months
    
    
    One Month
    
    Three MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedMarch 31,
    
    March 31,
    
    
    January 31,
    
    March 31,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeGross directory advertising revenue
    
    $
    238,397
    
    
    $
    21,836
    
    
    
    $
    77,193
    
    
    $
    99,029
    
    
    $
    139,368Sales claims and allowances
    
    
    (8,425
    )
    
    
    (2,253
    )
    
    
    
    
    
    
    
    (2,253
    )
    
    
    (6,172
    )Net directory advertising revenue
    
    
    229,972
    
    
    
    19,583
    
    
    
    
    77,193
    
    
    
    96,776
    
    
    
    133,196Other revenue
    
    
    2,861
    
    
    
    1,543
    
    
    
    
    1,610
    
    
    
    3,153
    
    
    
    (292
    )Total Net Revenue
    
    $
    232,833
    
    
    $
    21,126
    
    
    
    $
    78,803
    
    
    $
    99,929
    
    
    $
    132,904
     21




---



##### 



Expenses
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedThree Months
    
    Two Months
    
    
    One Month
    
    Three MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedMarch 31,
    
    March 31,
    
    
    January 31,
    
    March 31,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeCost of revenue
    
    $
    99,295
    
    
    $
    37,008
    
    
    
    $
    33,598
    
    
    $
    70,606
    
    
    $
    28,689G&A expenses
    
    
    9,632
    
    
    
    8,138
    
    
    
    
    4,991
    
    
    
    13,129
    
    
    
    (3,497
    )D&A expenses
    
    
    44,389
    
    
    
    23,556
    
    
    
    
    14,661
    
    
    
    38,217
    
    
    
    6,172Total
    
    $
    153,316
    
    
    $
    68,702
    
    
    
    $
    53,250
    
    
    $
    121,952
    
    
    $
    31,364
  Cost of Revenue
  General and Administrative Expenses
  22




---



##### 



Depreciation and Amortization Expenses
  Operating Income (Loss)
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedThree Months
    
    Two Months
    
    
    One Month
    
    Three MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedMarch 31,
    
    March 31,
    
    
    January 31,
    
    March31,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeTotal
    
    $
    79,517
    
    
    $
    (47,576
    )
    
    
    $
    25,553
    
    
    $
    (22,023
    )
    
    $
    101,540
  Interest Expense, Net
  Income Taxes
  Item 3. Quantitative and Qualitative Disclosures About Market Risk
  23




---



##### 



Item 4T. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures.
 (b) Changes in Internal Control Over Financial Reporting.
 PART II. OTHER INFORMATION
 Item 1. Legal Proceedings
    Item 1A. Risk Factors
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  24




---



##### 



Item 6. Exhibits
 Number
    
    Document2.1+
    
    Agreement of Merger of Dex Media West LLC and GPP LLC, dated September 9, 2003.2.2
    
    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+
    
    Certificate of Formation of Dex Media West LLC (f/k/a GPP LLC), filed August 2, 2002.3.2+
    
    Certificate of Amendment of Certificate of Formation of Dex Media West LLC (f/k/a GPP LLC), filed
September 9, 2003.3.3+
    
    Certificate of Merger of GPP LLC and Dex Media West LLC, filed September 9, 2003.3.4+
    
    Certificate of Amendment of Certificate of Formation of Dex Media West LLC, filed October 6, 2003.3.5+
    
    Certificate of Incorporation of Dex Media West Finance Co., filed July 29, 2003.3.6+
    
    Amended and Restated Limited Liability Company Agreement of Dex Media West LLC, dated September 9, 2003.3.7+
    
    By-laws of Dex Media West Finance Co.4.1+
    
    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, 2003.4.2+
    
    Form of 8 1/2% Senior Notes due 2002 (included in exhibit 4.1)4.3+
    
    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, 2003.4.4+
    
    Form of 9 7/8% Senior Subordinated Notes due 2013 (included in exhibit 4.3)4.5++
    
    Indenture with respect to the 5 7/8% Senior Notes due among Dex Media West LLC, Dex Media West Finance
Co. and U.S. Bank National Association, as trustee, dated November 24, 2004.4.6++
    
    Form of 5 7/8% Senior Notes due 2011 (included in exhibit 4.5)10.1+
    
    Credit Agreement, dated as of September 9, 2003, among Dex Media, Inc., Dex Media West, Inc., Dex Media
West LLC, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as joint bookrunners and joint lead arrangers, and Bank of America, N.A., Wachovia Bank,
National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as
co-syndication agents.10.2+
    
    First Amendment, dated as of October 31, 2003, to the Credit Agreement, dated as of September 9, 2003,
among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, as administrative
agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint bookrunners and joint
lead arrangers, and Bank of America, N.A., Wachovia Bank, National Association, Lehman Commercial Paper
Inc. and Deutsche Bank Trust Company Americas, as co-syndication agents.10.3+
    
    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.10.4+
    
    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 Holdings LLC, Dex Media East LLC (f/k/a SGN LLC), Dex Media West
LLC (f/k/a/GPP LLC) and Qwest Corporation, dated November 8, 2003.10.7+*
    
    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 November 8, 2006, Commission File
No. 001-07155).
 25




---



##### 



Number
    
    Document10.9+*
    
    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+*
    
    Amended and Restated Management Stockholders Agreement of Dex Media, Inc., entered into as of November
11, 2003, by and among Dex Media, Inc., Dex Holdings LLC, and those members of management who become
parties thereto from time to time.10.15+*
    
    Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002.10.16+*
    
    First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003.10.17+*
    
    Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003.10.18+
    
    Employee Cost Sharing Agreement, by and among Dex Media Service LLC, Dex Media East LLC and Dex Media
West LLC, effective as of December 31, 2003.10.19+
    
    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,
2003.10.20+
    
    Intercompany License Agreement, by and among Dex Media, Inc., Dex Media East LLC and Dex Media West LLC,
effective as of September 9, 2003.10.21
    
    Second Amendment, dated as of June 11, 2004, to the Credit Agreement, dated as of September 9, 2003,
among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, J.P. Morgan Chase Bank, as
administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint
bookrunners and joint lead arrangers, and Bank of America, N.A., Wachovia Bank, National Association,
Lehman Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as co-syndication agents
(incorporated by reference to Exhibit 99.1 to our Form 8-K filed with the Securities and Exchange
Commission on June 21, 2004).10.22++
    
    Third Amendment, dated as of November 24, 2004, to the Credit Agreement, dated as of September 9, 2003,
among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A. (formerly
known as JPMorgan Chase Bank), as administrative agent, J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as joint bookrunners and joint lead arrangers, and Bank of America, N.A., Wachovia Bank,
National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as
co-syndication agents.10.23*
    
    Dex Media, Inc. 2004 Incentive Award Plan (incorporated by reference to Dex Media Inc.s Registration
Statement on Form S-8 (File No. 333-120631), filed on November 19, 2004).10.24*
    
    Dex Media, Inc. Senior Executive Incentive Bonus Plan (incorporated by reference to Dex Media Inc.s
Current Report on Form 8-K dated February 17, 2005, File No. 001-32249).10.25*
    
    Form of Restricted Stock Agreement pursuant to the 2004 Incentive Award Plan of Dex Media, Inc.
(incorporated by reference to Dex Media, Inc.s Current Report on Form 8-K dated March 4, 2005, File No.
001-32249).10.26
    
    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, Inc.s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2005, Commission File No. 1-32249).10.27*
    
    Dex Media, Inc. Deferred Compensation Plan (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.28*
    
    Dex Media, Inc. Corporate Aircraft Policy (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.29*
    
    Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005).10.30*
    
    Dex Media, Inc. 2005 Bonus Plan Targets (incorporated by reference to Dex Media Inc.s Current Report on
Form 8-K dated May 17, 2005).
 26




---



##### 



Number
    
    Document10.31
    
    Fourth Amendment, dated as of June 16, 2005, to the Credit Agreement dated as of September 9, 2003, as
amended and restated as of July 27, 2004, by and among Dex Media, Inc., Dex Media West, Inc., Dex Media
West LLC, JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities Inc. and Banc of
America Securities LLC, as joint bookrunners and co-lead arrangers, and Bank of America, N.A., Wachovia
Bank, National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as
co-syndication agents (incorporated by reference to Exhibit 10.5 to Dex Media, Inc.s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2005, Commission File No. 1-32249).10.32*
    
    Retirement and General Release Agreement dated October 5, 2005, by and between Dex Media, Inc. and Robert
M. Neumeister, Jr. (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated
October 2, 2005).10.33*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and George Burnett (incorporated
by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18, 2005).10.34*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and Marilyn Neal (incorporated by
reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18, 2005).10.35*
    
    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 Inc.s Current Report on Form 8-K/A dated October
18, 2005).10.36*
    
    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 Inc.s Current Report on Form 8-K/A dated October 18,
2005).10.37*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Linda A. Martin
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated December 21, 2005).10.38*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and George A. Burnett
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.39*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Scott A. Pomeroy
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.40*
    
    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 Inc.s Current Report on Form
8-K dated December 19, 2005).10.41*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Robert M. Neumeister, Jr.
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.42*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Marilyn B. Neal
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.43
    
    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).10.44
    
    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).10.45
    
    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 Exhibit 10.1 to Dex
Media, Inc.s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 28,
2006, Commission File No. 333-131626).10.46
    
    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 Exhibit 10.2 to Dex Media, Inc.s Current Report on Form 8-K, filed with
the Securities and Exchange Commission on April 28, 2006, Commission File No. 333-131626).31.1+++
    
    Certification of Quarterly Report on Form 10-Q for the period ended March 31, 2007 by David C.
Swanson, Chairman and Chief Executive Officer of Dex Media West LLC under Section 302 of the
Sarbanes-Oxley Act.
 27




---



##### 



Number
    
    Document31.2+++
    
    Certification of Quarterly Report on Form 10-Q for the period ended March 31, 2007 by Steven M.
Blondy, Executive Vice President and Chief Financial Officer of Dex Media West LLC under Section 302 of
the Sarbanes-Oxley Act.32.1+++
    
    Certification of Quarterly Report on Form 10-Q for the period ended March 31, 2007 under Section 906 of
the Sarbanes-Oxley Act David C. Swanson, Chairman and Chief Executive Officer, and Steven M. Blondy,
Executive Vice President and Chief Financial Officer of Dex Media West LLC.
 
 +
    
    Incorporated by reference to our Registration Statement on Form S-4
(File No. 333-112694), declared effective on May 14, 2004.++
    
    Incorporated by reference to our Registration Statement on Form S-4
(File No. 333- 121259), declared effective on February 3, 2005.+++
    
    Filed herewith.*
    
    Identifies each management contract or compensatory plan or arrangement. 28




---



##### 



SIGNATURES
  DEX MEDIA WEST LLCBy:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and
Chief Financial Officer
(Principal Financial Officer)  By:
    /s/ Jeffrey A. SmithJeffrey A. SmithVice President and Controller
(Principal Accounting Officer)  29




---



##### 



Exhibit Index
 Exhibit 31.1+++
    
    Certification of Quarterly Report on Form 10-Q for the
period ended March 31, 2007 David C. Swanson,
Chairman and Chief Executive Officer of Dex Media West LLC
under Section 302 of the Sarbanes Oxley Act.Exhibit 31.2+++
    
    Certification of Quarterly Report on Form 10-Q for the
period ended March 31, 2007 by Steven M. Blondy,
Executive Vice President and Chief Financial Officer of
Dex Media West LLC under Section 302 of the Sarbanes Oxley
Act.Exhibit 32.1+++
    
    Certification of Quarterly Report on Form 10-Q for the
period ended March 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 and Chief Financial Officer of Dex Media
West LLC.
 
 +++
    
    Filed herewith. 30