##### Table of Contents



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 endedJune 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 333-112694
 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)
 (Former Name, Former Address and Former
 þ o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer   þ
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ
  THE REGISTRANT IS 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)Condensed Consolidated Balance Sheets at June 30, 2008 and December 31, 2007
    
    3Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three
and six months ended June 30, 2008 and 2007
    
    4Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007
    
    5Notes to Condensed Consolidated Financial Statements
    
    6Item 2. Managements Narrative Analysis of Results of Operations*
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk**
    
    23Item 4. Controls and Procedures
    
    23PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    23Item 1A. Risk Factors
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***
    
    26Item 3. Defaults Upon Senior Securities***
    
    26Item 4. Submission of Matters to a Vote of Security Holders***
    
    26Item 5. Other Information
    
    26Item 6. Exhibits
    
    27SIGNATURES
    
    28Exhibit 31.1Exhibit 31.2Exhibit 32.1
  
 *
    
    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
 
 Condensed Consolidated Balance Sheets (Unaudited)
 (in thousands)
    
    June 30, 2008
    
    December 31, 2007AssetsCurrent AssetsCash and cash equivalents
    
    $
    60,770
    
    
    $
    7,992Accounts receivableBilled
    
    
    89,183
    
    
    
    82,854Unbilled
    
    
    298,882
    
    
    
    324,079Allowance for doubtful accounts and sales claims
    
    
    (17,833
    )
    
    
    (13,598
    )Net accounts receivable
    
    
    370,232
    
    
    
    393,335Deferred directory costs
    
    
    68,293
    
    
    
    68,741Short-term deferred income taxes, net
    
    
    31,665
    
    
    
    27,456Prepaid expenses and other current assets
    
    
    21,839
    
    
    
    30,520Total current assets
    
    
    552,799
    
    
    
    528,044Fixed assets and computer software, net
    
    
    47,964
    
    
    
    45,390Other non-current assets
    
    
    50,034
    
    
    
    8,723Intangible assets, net
    
    
    4,768,807
    
    
    
    4,858,713Goodwill
    
    
    
    
    
    
    1,354,053Total Assets
    
    $
    5,419,604
    
    
    $
    6,794,923Liabilities and Owners EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    29,803
    
    
    $
    28,860Affiliates payable, net
    
    
    219,383
    
    
    
    243,138Accrued interest
    
    
    46,318
    
    
    
    52,008Deferred directory revenues
    
    
    423,858
    
    
    
    467,249Current portion of long-term debt
    
    
    5,625
    
    
    
    136,457Total current liabilities
    
    
    724,987
    
    
    
    927,712Long-term debt
    
    
    2,299,974
    
    
    
    2,167,528Deferred income taxes, net
    
    
    826,948
    
    
    
    1,284,205Other non-current liabilities
    
    
    15,039
    
    
    
    19,911Total liabilities
    
    
    3,866,948
    
    
    
    4,399,356Commitments and contingenciesOwners EquityOwners interest
    
    
    2,364,875
    
    
    
    2,428,291Accumulated deficit
    
    
    (813,227
    )
    
    
    (26,013
    )Accumulated other comprehensive income (loss)
    
    
    1,008
    
    
    
    (6,711
    )Total Owners Equity
    
    
    1,552,656
    
    
    
    2,395,567Total Liabilities and Owners Equity
    
    $
    5,419,604
    
    
    $
    6,794,923
  3




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Dex Media West LLC
 
 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
 Three months ended
    
    Six months endedJune 30,
    
    June 30,(in thousands)
    
    2008
    
    2007
    
    2008
    
    2007Net revenues
    
    $
    233,433
    
    
    $
    237,080
    
    
    $
    469,588
    
    
    $
    470,915ExpensesProduction, publication and distribution
expenses (exclusive of depreciation and
amortization shown separately below)
    
    
    30,105
    
    
    
    37,169
    
    
    
    64,168
    
    
    
    77,670Selling and support expenses
    
    
    55,298
    
    
    
    57,466
    
    
    
    112,009
    
    
    
    118,614General and administrative expenses
    
    
    7,298
    
    
    
    13,216
    
    
    
    15,540
    
    
    
    21,498Depreciation and amortization
    
    
    49,016
    
    
    
    48,666
    
    
    
    98,186
    
    
    
    93,054Goodwill impairment
    
    
    262,518
    
    
    
    
    
    
    
    1,325,485
    
    
    
    Total expenses
    
    
    404,235
    
    
    
    156,517
    
    
    
    1,615,388
    
    
    
    310,836Operating income (loss)
    
    
    (170,802
    )
    
    
    80,563
    
    
    
    (1,145,800
    )
    
    
    160,079Interest expense, net
    
    
    (57,296
    )
    
    
    (45,626
    )
    
    
    (98,572
    )
    
    
    (93,973
    )Income (loss) before income taxes
    
    
    (228,098
    )
    
    
    34,937
    
    
    
    (1,244,372
    )
    
    
    66,106(Provision) benefit for income taxes
    
    
    78,028
    
    
    
    (14,167
    )
    
    
    457,158
    
    
    
    (25,827
    )Net income (loss)
    
    $
    (150,070
    )
    
    $
    20,770
    
    
    $
    (787,214
    )
    
    $
    40,279Comprehensive Income (Loss)Net income (loss)
    
    $
    (150,070
    )
    
    $
    20,770
    
    
    $
    (787,214
    )
    
    $
    40,279Unrealized gain on interest rate swaps, net of tax
    
    
    13,534
    
    
    
    2,940
    
    
    
    7,719
    
    
    
    1,673Comprehensive income (loss)
    
    $
    (136,536
    )
    
    $
    23,710
    
    
    $
    (779,495
    )
    
    $
    41,952
  4




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Dex Media West LLC
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
 Six Months Ended June 30,(in thousands)
    
    2008
    
    2007Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    (787,214
    )
    
    $
    40,279Reconciliation of net income (loss) to net cash provided by operating activities:Goodwill impairment
    
    
    1,325,485
    
    
    
    Loss on extinguishment of debt
    
    
    2,142
    
    
    
    Depreciation and amortization
    
    
    98,186
    
    
    
    93,054Deferred income tax (benefit) provision
    
    
    (459,066
    )
    
    
    25,470Provision for bad debts
    
    
    25,567
    
    
    
    10,735Stock-based compensation expense
    
    
    4,761
    
    
    
    7,315Amortization of debt fair value adjustment
    
    
    (6,894
    )
    
    
    (6,386
    )Amortization of deferred financing costs
    
    
    1,291
    
    
    
    839Interest rate swap ineffectiveness
    
    
    13,007
    
    
    
    Other
non-cash items, net
    
    
    (5,806
    )
    
    
    1,694Changes in assets and liabilities:(Increase) in accounts receivable
    
    
    (2,464
    )
    
    
    (16,032
    )Decrease in other assets
    
    
    37,472
    
    
    
    11,718(Decrease) in accounts payable and accrued liabilities
    
    
    (7,269
    )
    
    
    (2,235
    )(Decrease) in deferred directory revenues
    
    
    (43,391
    )
    
    
    (6,774
    )(Decrease) increase in affiliates payable
    
    
    (28,516
    )
    
    
    51,946(Decrease) in other non-current liabilities
    
    
    (5,141
    )
    
    
    (824
    )Net cash provided by operating activities
    
    
    162,150
    
    
    
    210,799Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (11,283
    )
    
    
    (4,585
    )Net cash used in investing activities
    
    
    (11,283
    )
    
    
    (4,585
    )Cash Flows from Financing ActivitiesCredit facility borrowings, net of costs
    
    
    1,035,900
    
    
    
    Credit facility repayments
    
    
    (1,053,492
    )
    
    
    (231,324
    )Revolver borrowings
    
    
    141,300
    
    
    
    52,200Revolver repayments
    
    
    (159,300
    )
    
    
    (33,200
    )Increase in checks not yet presented for payment
    
    
    919
    
    
    
    1,816Distributions to Owner
    
    
    (65,000
    )
    
    
    (20,000
    )Excess tax benefits from exercise of stock options
    
    
    1,584
    
    
    
    Net cash used in financing activities
    
    
    (98,089
    )
    
    
    (230,508
    )Increase (decrease) in cash and cash equivalents
    
    
    52,778
    
    
    
    (24,294
    )Cash and cash equivalents, beginning of period
    
    
    7,992
    
    
    
    28,358Cash and cash equivalents, end of period
    
    $
    60,770
    
    
    $
    4,064Supplemental Information:Cash paid:Interest, net
    
    $
    91,869
    
    
    $
    101,753
  5




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Dex Media West LLC
 
 Notes to Condensed Consolidated Financial Statements (Unaudited)
 (tabular amounts in thousands)
 1. Business and Basics of Presentation
    Significant Business Developments
  Accounting for Derivative Instruments
and Hedging Activities
  6




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Reclassifications
  Three Months Ended June 30, 2007
    
    Six Months Ended June 30, 2007As
    
    
    
    
    
    
    
    
    
    AsPreviously
    
    
    
    
    
    As
    
    Previously
    
    
    
    
    
    AsReported
    
    Reclass
    
    Reclassified
    
    Reported
    
    Reclass
    
    ReclassifiedNet revenues
    
    $
    236,596
    
    
    $
    484
    
    
    $
    237,080
    
    
    $
    469,429
    
    
    $
    1,486
    
    
    $
    470,915Production,
publication and
distribution
expenses
    
    
    95,340
    
    
    
    (58,171
    )
    
    
    37,169
    
    
    
    194,781
    
    
    
    (117,111
    )
    
    
    77,670Selling and support
expenses
    
    
    
    
    
    
    57,466
    
    
    
    57,466
    
    
    
    
    
    
    
    118,614
    
    
    
    118,614General and
administrative
expenses
    
    
    12,027
    
    
    
    1,189
    
    
    
    13,216
    
    
    
    21,515
    
    
    
    (17
    )
    
    
    21,498
  2. Summary of Significant Accounting Policies
 Identifiable Intangible Assets and Goodwill
  Accounting for the Impairment or Disposal of
Long-Lived Assets
  7




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Interest Expense and Deferred Financing Costs
    8




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Advertising Expense
  Concentration of Credit Risk
   Stock-Based Awards
 Share-Based
Payment
    9




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Fair Value of Financial Instruments
 Fair
Value Measurements
 Fair Value Measurements atJune 30, 2008Using Significant OtherDescription
    
    Observable Inputs (Level 2)Derivatives  Liabilities
    
    $
    (10,745
    )
 Effective Date of FASB Statement No.
157
 Estimates
  New Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133
  3. RHD Merger
  10




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4. Credit Facility
    
    
    The highest of (i) the base rate determined by the Administrative Agent, JP Morgan Chase
Bank, N.A., (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, and (iii) 4.0%,
in each case, plus a 2.75% (or 2.50% if the leverage ratio is less than 3.00 to 1.00)
margin on the Dex Media West Revolver and Term Loan A and a 3.0% margin on Term Loan B; or
    
    The higher of (i) LIBOR rate and (ii) 3.0% plus a 3.75% (or 3.50% if the leverage ratio
is less than 3.00 to 1.00) margin on the Dex Media West Revolver and Term Loan A and a 4.0%
margin on Term Loan B. We may elect interest periods of 1, 2, 3, or 6 months (or 9 or 12
months if, at the time of the borrowing, all lenders agree to make such term available),
for LIBOR borrowings.
 5. Restructuring Charges
  Three Months Ended June 30, 2008Balance at March 31, 2008
    
    $
    2,216Payments
    
    
    (193
    )Balance at June 30, 2008
    
    $
    2,023Six Months Ended June 30, 2008Balance at December 31, 2007
    
    $
    2,395Payments
    
    
    (372
    )Balance at June 30, 2008
    
    $
    2,023
  11




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6. Income Taxes
   Three Months Ended June 30,
    
    Six Months Ended June 30,2008
    
    2007
    
    2008
    
    2007Statutory U.S. Federal tax rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %State and local taxes, net of U.S. Federal tax benefit
    
    
    (1.2
    )
    
    
    5.4
    
    
    
    1.7
    
    
    
    3.9Other non-deductible expenses
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    0.2Other
    
    
    0.4
    
    
    
    
    
    
    
    
    
    
    
    Effective tax rate
    
    
    34.2
    %
    
    
    40.6
    %
    
    
    36.7
    %
    
    
    39.1
    %
 7. Benefit Plans
 Employers Disclosures About
Pension and Other Postretirement Benefits (Revised 2003)
 Pension BenefitsThree Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2007
    
    2008
    
    2007Service cost
    
    $
    1,210
    
    
    $
    1,670
    
    
    $
    2,622
    
    
    $
    2,882Interest cost
    
    
    1,718
    
    
    
    1,875
    
    
    
    3,465
    
    
    
    3,473Expected return on plan assets
    
    
    (1,807
    )
    
    
    (2,306
    )
    
    
    (3,627
    )
    
    
    (3,601
    )Net periodic benefit cost
    
    $
    1,121
    
    
    $
    1,239
    
    
    $
    2,460
    
    
    $
    2,754
 Postretirement BenefitsThree Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2008
    
    2007
    
    2008
    
    2007Service cost
    
    $
    197
    
    
    $
    189
    
    
    $
    437
    
    
    $
    484Interest cost
    
    
    780
    
    
    
    640
    
    
    
    1,434
    
    
    
    1,258Amortization of prior service cost
    
    
    
    
    
    
    (140
    )
    
    
    
    
    
    
    (2
    )Net periodic benefit cost
    
    $
    977
    
    
    $
    689
    
    
    $
    1,871
    
    
    $
    1,740
 12




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8. Business Segments
  9. Legal Proceedings
     10. Related Party Transactions
   13




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11. Subsequent Events
 Exchange Program
      Other
  14




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Managements Narrative Analysis of Results of Operations
  Forward-Looking Information
  Corporate Overview
  TM TM ®
  15




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® ® ®
   Significant Business Developments
  Accounting for Derivative Instruments
and Hedging Activities
  Recent Trends Related to Our Business
   16




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Goodwill and Other Intangible
Assets
 Segment Reporting
  New Accounting Pronouncements
 Disclosures
about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133
  17




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RESULTS OF OPERATIONS
 Six months ended June 30, 2008 and 2007
 Factors Affecting Comparability
 Reclassifications
  Six Months Ended June 30, 2007AsPreviously
    
    
    
    
    
    As(amounts in thousands)
    
    Reported
    
    Reclass
    
    ReclassifiedNet revenues
    
    $
    469,429
    
    
    $
    1,486
    
    
    $
    470,915Production, publication and
distribution expenses
    
    
    194,781
    
    
    
    (117,111
    )
    
    
    77,670Selling and support expenses
    
    
    
    
    
    
    118,614
    
    
    
    118,614General and administrative
expenses
    
    
    21,515
    
    
    
    (17
    )
    
    
    21,498
 Impact of Purchase Accounting
  Net Revenues
  Six Months Ended June 30,(amounts in thousands)
    
    2008
    
    2007
    
    $ Change
    
    % ChangeGross directory advertising revenues
    
    $
    473,328
    
    
    $
    478,015
    
    
    $
    (4,687
    )
    
    
    (1.0
    )%Sales claims and allowances
    
    
    (10,374
    )
    
    
    (14,267
    )
    
    
    3,893
    
    
    
    27.3Net directory advertising revenues
    
    
    462,954
    
    
    
    463,748
    
    
    
    (794
    )
    
    
    (0.2
    )Other revenues
    
    
    6,634
    
    
    
    7,167
    
    
    
    (533
    )
    
    
    (7.4
    )Total Net Revenues
    
    $
    469,588
    
    
    $
    470,915
    
    
    $
    (1,327
    )
    
    
    (0.3
    )%
 18




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Expenses
   Six Months Ended June 30,(amounts in thousands)
    
    2008
    
    2007
    
    $ Change
    
    % ChangeProduction, publication and distribution expenses
    
    $
    64,168
    
    
    $
    77,670
    
    
    $
    (13,502
    )
    
    
    (17.4
    )%Selling and support expenses
    
    
    112,009
    
    
    
    118,614
    
    
    
    (6,605
    )
    
    
    (5.6
    )G&A expenses
    
    
    15,540
    
    
    
    21,498
    
    
    
    (5,958
    )
    
    
    (27.7
    )D&A expenses
    
    
    98,186
    
    
    
    93,054
    
    
    
    5,132
    
    
    
    5.5Goodwill impairment
    
    
    1,325,485
    
    
    
    
    
    
    
    1,325,485
    
    
    
    100.0Total
    
    $
    1,615,388
    
    
    $
    310,836
    
    
    $
    1,304,552
    
    
    
    419.7
    %
  19




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Production, Publication and Distribution Expenses
      Selling and Support Expenses
      General and Administrative Expenses
    20




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Depreciation and Amortization Expense
   Goodwill Impairment
 Accounting for the Impairment or Disposal of
Long-Lived Assets
    21




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Operating Income (Loss)
  Six Months Ended June 30,(amounts in thousands)
    
    2008
    
    2007
    
    $ Change
    
    % ChangeTotal
    
    $
    (1,145,800
    )
    
    $
    160,079
    
    
    $
    (1,305,879
    )
    
    
    815.8
    %
  Interest Expense, Net
    Income Taxes
  22




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Quantitative and Qualitative Disclosures About Market Risk
  
 Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures.
 (b) Changes in Internal Control Over Financial Reporting.
 
 PART II. OTHER INFORMATION
 
 Legal Proceedings
  
 Item1A. Risk Factors
  3) Competition
     23




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5) Recognition of impairment charges for our intangible assets, other long-lived assets or goodwill
 Accounting for the
Impairment or Disposal of Long-lived Assets
 24




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9) Future changes in directory publishing obligations in Qwest markets and other regulatory matters
     25




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10) Reliance on, and extension of credit to, small and medium-sized businesses
  
 Unregistered Sales of Equity Securities and Use of Proceeds
  
 Defaults Upon Senior Securities
  
 Submission of Matters to a Vote of Security Holders
  
 Other Information
  26




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Exhibits
 Number
    
    Document10.1
    
    Credit Agreement, dated June 6, 2008, among Dex Media, Inc., Dex
Media West, Inc., Dex Media West LLC, the several banks and other
financial institutions or entities from time to time parties
thereto as lenders, J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as co-lead arrangers and joint-bookrunners,
JPMorgan Chase Bank, N.A., as administrative agent, and Bank of
America, N.A., as syndication agent (incorporated by reference to
Exhibit 10.1 to R.H. Donnelley Corporations Form 8-K, filed on
June 9, 2008 (SEC No. 001-07155)).10.2
    
    Guarantee and Collateral Agreement, dated as of June 6, 2008, among
Dex Media West LLC, Dex Media West, Inc., the subsidiary guarantor
party thereto and JPMorgan Chase Bank, N.A., as collateral agent
(incorporated by reference to Exhibit 10.2 to R.H. Donnelley
Corporations Form 8-K, filed on June 9, 2008 (SEC No. 001-07155)).10.3
    
    Pledge Agreement, dated as of June 6, 2008, among Dex Media, Inc.
and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by
reference to Exhibit 10.3 to R.H. Donnelley Corporations Form 8-K,
filed on June 9, 2008 (SEC No. 001-07155)).31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
June 30, 2008 by David C. Swanson, Chairman and Chief Executive
Officer of Dex Media West LLC under Section 302 of the
Sarbanes-Oxley Act.31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
June 30, 2008 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
June 30, 2008 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.
 
 *
    
    Filed herewith. 27




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##### Table of Contents



SIGNATURES
  DEX MEDIA WEST LLCDate: August 1, 2008
    By:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and

Chief Financial Officer

(Principal Financial Officer)Date: August 1, 2008
    By:
    /s/ R. Barry SauderR. Barry SauderVice President, Corporate Controller and
Chief
Accounting Officer

(Principal Accounting Officer) 28




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##### Table of Contents



Exhibit Index
 Number
    
    Document10.1
    
    Credit Agreement, dated June 6, 2008, among Dex Media, Inc., Dex
Media West, Inc., Dex Media West LLC, the several banks and other
financial institutions or entities from time to time parties
thereto as lenders, J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as co-lead arrangers and joint-bookrunners,
JPMorgan Chase Bank, N.A., as administrative agent, and Bank of
America, N.A., as syndication agent (incorporated by reference to
Exhibit 10.1 to R.H. Donnelley Corporations Form 8-K, filed on
June 9, 2008 (SEC No. 001-07155)).10.2
    
    Guarantee and Collateral Agreement, dated as of June 6, 2008, among
Dex Media West LLC, Dex Media West, Inc., the subsidiary guarantor
party thereto and JPMorgan Chase Bank, N.A., as collateral agent
(incorporated by reference to Exhibit 10.2 to R.H. Donnelley
Corporations Form 8-K, filed on June 9, 2008 (SEC No. 001-07155)).10.3
    
    Pledge Agreement, dated as of June 6, 2008, among Dex Media, Inc.
and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by
reference to Exhibit 10.3 to R.H. Donnelley Corporations Form 8-K,
filed on June 9, 2008 (SEC No. 001-07155)).31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
June 30, 2008 by David C. Swanson, Chairman and Chief Executive
Officer of Dex Media West LLC under Section 302 of the
Sarbanes-Oxley Act.31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
June 30, 2008 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
June 30, 2008 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.
 
 *
    
    Filed herewith. 29