##### 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 endedSeptember 30, 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)
 N/A
 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)Condensed Consolidated Balance Sheets at September 30, 2007 and December 31, 2006 (Successor Company)
    
    
    3Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months
Ended September 30, 2007 and September 30, 2006 (Successor Company)
    
    
    4Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Nine Months
Ended September 30, 2007, the Eight Months Ended September 30, 2006 (Successor Company) and the One
Month Ended January 31, 2006 (Predecessor Company)
    
    
    5Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007, the
Eight Months Ended September 30, 2006 (Successor Company) and the One Month Ended January 31, 2006
(Predecessor Company)
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Narrative Analysis of Results of Operations*
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk**
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***
    
    
    20Item 3. Defaults Upon Senior Securities***
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders***
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    21SIGNATURES
    
    
    22Exhibit 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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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
  Dex Media West LLC
 
 Condensed Consolidated Balance Sheets (Unaudited)
 Successor Company(in thousands)
    
    September 30, 2007
    
    December 31, 2006AssetsCurrent AssetsCash and cash equivalents
    
    $
    3,756
    
    
    $
    28,358Accounts receivableBilled
    
    
    83,208
    
    
    
    67,539Unbilled
    
    
    276,707
    
    
    
    306,016Allowance for doubtful accounts and sales claims
    
    
    (15,177
    )
    
    
    (10,803
    )Net accounts receivable
    
    
    344,738
    
    
    
    362,752Deferred directory costs
    
    
    67,805
    
    
    
    88,226Short-term deferred income taxes, net
    
    
    38,575
    
    
    
    12,505Prepaid expenses and other current assets
    
    
    38,093
    
    
    
    29,416Total current assets
    
    
    492,967
    
    
    
    521,257Fixed assets and computer software, net
    
    
    39,692
    
    
    
    34,656Other non-current assets
    
    
    8,696
    
    
    
    10,668Intangible assets, net
    
    
    4,903,836
    
    
    
    5,034,651Goodwill
    
    
    1,364,106
    
    
    
    1,368,789Total Assets
    
    $
    6,809,297
    
    
    $
    6,970,021Liabilities and Owners EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    31,166
    
    
    $
    21,945Affiliates payable, net
    
    
    183,153
    
    
    
    84,011Accrued interest
    
    
    25,806
    
    
    
    55,663Deferred directory revenue
    
    
    420,147
    
    
    
    465,409Current portion of long-term debt
    
    
    140,215
    
    
    
    134,552Total current liabilities
    
    
    800,487
    
    
    
    761,580Long-term debt
    
    
    2,251,649
    
    
    
    2,561,879Amount due to affiliate primarily related to
post-retirement and other post-employment
obligations
    
    
    56,558
    
    
    
    56,558Deferred income taxes, net
    
    
    1,289,022
    
    
    
    1,227,796Other non-current liabilities
    
    
    19,080
    
    
    
    15,909Total liabilities
    
    
    4,416,796
    
    
    
    4,623,722Commitments and contingenciesOwners EquityOwners interest
    
    
    2,480,325
    
    
    
    2,480,325Accumulated deficit
    
    
    (83,975
    )
    
    
    (132,230
    )Accumulated other comprehensive loss
    
    
    (3,849
    )
    
    
    (1,796
    )Total owners equity
    
    
    2,392,501
    
    
    
    2,346,299Total Liabilities and Owners Equity
    
    $
    6,809,297
    
    
    $
    6,970,021
  3




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Dex Media West LLC
 
 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
 Successor CompanyThree Months
    
    Three MonthsEnded
    
    EndedSeptember 30,
    
    September 30,(in thousands)
    
    2007
    
    2006Net revenue
    
    $
    236,524
    
    
    $
    131,687ExpensesCost of revenue (exclusive of depreciation and amortization shown separately below)
    
    
    90,833
    
    
    
    82,270General and administrative expenses
    
    
    7,363
    
    
    
    10,041Depreciation and amortization
    
    
    48,880
    
    
    
    35,331Total expenses
    
    
    147,076
    
    
    
    127,642Operating income
    
    
    89,448
    
    
    
    4,045Interest expense, net
    
    
    44,844
    
    
    
    48,609Income (loss) before income taxes
    
    
    44,604
    
    
    
    (44,564
    )Provision (benefit) for income taxes
    
    
    16,629
    
    
    
    (17,365
    )Net income (loss)
    
    $
    27,975
    
    
    $
    (27,199
    )Comprehensive Income (Loss)Net income (loss)
    
    $
    27,975
    
    
    $
    (27,199
    )Unrealized loss on interest rate swaps, net of tax
    
    
    (3,726
    )
    
    
    (8,151
    )Comprehensive income (loss)
    
    $
    24,249
    
    
    $
    (35,350
    )
  4




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Dex Media West LLC
 
 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
 PredecessorSuccessor Company
    

    CompanyNine Months
    
    Eight Months
    
    
    One MonthEnded
    
    Ended
    
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,(in thousands)
    
    2007
    
    2006
    
    
    2006Net revenue
    
    $
    705,953
    
    
    $
    235,970
    
    
    
    $
    78,803ExpensesCost of revenue (exclusive of depreciation and amortization shown separately below)
    
    
    285,638
    
    
    
    187,214
    
    
    
    
    33,598General and administrative expenses
    
    
    28,853
    
    
    
    30,041
    
    
    
    
    4,991Depreciation and amortization
    
    
    141,934
    
    
    
    94,565
    
    
    
    
    14,661Total expenses
    
    
    456,425
    
    
    
    311,820
    
    
    
    
    53,250Operating income (loss)
    
    
    249,528
    
    
    
    (75,850
    )
    
    
    
    25,553Interest expense, net
    
    
    138,817
    
    
    
    131,666
    
    
    
    
    17,700Income (loss) before income taxes
    
    
    110,711
    
    
    
    (207,516
    )
    
    
    
    7,853Provision (benefit) for income taxes
    
    
    42,456
    
    
    
    (80,752
    )
    
    
    
    3,134Net income (loss)
    
    $
    68,255
    
    
    $
    (126,764
    )
    
    
    $
    4,719Comprehensive Income (Loss)Net income (loss)
    
    $
    68,255
    
    
    $
    (126,764
    )
    
    
    $
    4,719Unrealized loss on interest rate swaps, net of tax
    
    
    (2,053
    )
    
    
    (3,096
    )
    
    
    
    Comprehensive income (loss)
    
    $
    66,202
    
    
    $
    (129,860
    )
    
    
    $
    4,719
  5




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Dex Media West LLC
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
 PredecessorSuccessor Company
    
    
    CompanyNine Months
    
    Eight Months
    
    
    One MonthEnded
    
    Ended
    
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,(in thousands)
    
    2007
    
    2006
    
    
    2006Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    68,255
    
    
    $
    (126,764
    )
    
    
    $
    4,719Reconciliation of net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    141,934
    
    
    
    94,565
    
    
    
    
    14,661Deferred income tax provision (benefit)
    
    
    41,246
    
    
    
    (80,752
    )
    
    
    
    3,134Provision for bad debts
    
    
    13,507
    
    
    
    8,312
    
    
    
    
    4,605Stock-based compensation expense
    
    
    9,680
    
    
    
    7,414
    
    
    
    
    1,587Interest rate swap ineffectiveness
    
    
    
    
    
    
    593
    
    
    
    
    194Amortization of debt fair value adjustment
    
    
    (9,671
    )
    
    
    (10,176
    )
    
    
    
    Amortization of deferred financing costs
    
    
    1,345
    
    
    
    1,427
    
    
    
    
    1,141Loss on disposition of assets
    
    
    22
    
    
    
    
    
    
    
    
    Changes in assets and liabilities:Decrease (increase) in accounts receivable
    
    
    4,406
    
    
    
    13,175
    
    
    
    
    (1,966
    )Decrease (increase) in other assets
    
    
    11,259
    
    
    
    (51,974
    )
    
    
    
    2,132(Decrease) increase in accounts payable and accrued liabilities
    
    
    (26,306
    )
    
    
    (41,260
    )
    
    
    
    2,569(Decrease) increase in deferred directory revenue
    
    
    (45,262
    )
    
    
    366,285
    
    
    
    
    110Increase (decrease) in affiliates payable
    
    
    89,405
    
    
    
    14,038
    
    
    
    
    (253
    )Increase in other non-current liabilities
    
    
    2,257
    
    
    
    574
    
    
    
    
    87Increase in amounts due to affiliates primarily related to post-retirement
and other post-employment benefits
    
    
    
    
    
    
    3,515
    
    
    
    
    534Net cash provided by operating activities
    
    
    302,077
    
    
    
    198,972
    
    
    
    
    33,254Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (16,120
    )
    
    
    (8,508
    )
    
    
    
    (538
    )Net cash used in investing activities
    
    
    (16,120
    )
    
    
    (8,508
    )
    
    
    
    (538
    )Cash Flows from Financing ActivitiesRevolver borrowings
    
    
    84,700
    
    
    
    251,400
    
    
    
    
    Revolver repayments
    
    
    (59,700
    )
    
    
    (218,700
    )
    
    
    
    (5,000
    )Proceeds from issuance of long-term debt
    
    
    
    
    
    
    444,193
    
    
    
    
    Debt repayments
    
    
    (319,895
    )
    
    
    (417,897
    )
    
    
    
    Premium paid on debt redemption
    
    
    
    
    
    
    (2,914
    )
    
    
    
    Payment of debt refinance costs
    
    
    
    
    
    
    (671
    )
    
    
    
    Increase (decrease) in checks not yet presented for payment
    
    
    4,336
    
    
    
    15
    
    
    
    
    (491
    )Distributions to Owner
    
    
    (20,000
    )
    
    
    (260,287
    )
    
    
    
    (10,186
    )Net cash used in financing activities
    
    
    (310,559
    )
    
    
    (204,861
    )
    
    
    
    (15,677
    )(Decrease) increase in cash and cash equivalents
    
    
    (24,602
    )
    
    
    (14,397
    )
    
    
    
    17,039Cash and cash equivalents, beginning of period
    
    
    28,358
    
    
    
    17,887
    
    
    
    
    848Cash and cash equivalents, end of period
    
    $
    3,756
    
    
    $
    3,490
    
    
    
    $
    17,887Supplemental Information:Cash paid:Interest
    
    $
    176,003
    
    
    $
    176,470
    
    
    
    $
    8,746
  6




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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
  History
  7




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2. Summary of Significant Accounting Policies
 Intangible Assets and Goodwill
  Interest Expense and Deferred Financing Costs
  Advertising Expenses
  Concentration of Credit Risk
  8




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Income Taxes
 Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109
 Stock-Based Awards
 Successor Company
 Share-Based
Payment
  Predecessor Company
  Estimates
  9




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##### Table of Contents



New Accounting Pronouncements
  3. RHD Merger
 Determination of
the Measurement Date for the Market Price of Securities Issued in a Purchase Business Combination
  4. Credit Facility
  5. Restructuring Charges
  Three months ended September 30, 2007Balance at June 30, 2007
    
    $
    3,074Payments
    
    $
    (231
    )Balance at September 30, 2007
    
    $
    2,843Nine months ended September 30, 2007Balance at December 31, 2006
    
    $
    4,277Additions to reserve charged to goodwill
    
    $
    62Payments
    
    $
    (1,496
    )Balance at September 30, 2007
    
    $
    2,843
 10




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6. Benefit Plans
 Employers Disclosures About
Pension and Other Postretirement Benefits (Revised 2003)
 Successor CompanyThree Months
    
    Three MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2007
    
    2006Pension
    
    Post-Retirement
    
    Pension
    
    Post-RetirementBenefit
    
    Benefits
    
    Benefit
    
    BenefitsService cost
    
    $
    1,441
    
    
    $
    242
    
    
    $
    1,176
    
    
    $
    329Interest cost
    
    
    1,736
    
    
    
    629
    
    
    
    1,576
    
    
    
    540Expected return on plan assets
    
    
    (1,800
    )
    
    
    
    
    
    
    (1,681
    )
    
    
    Unrecognized prior service costs
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    Net periodic benefit expense
    
    $
    1,377
    
    
    $
    870
    
    
    $
    1,071
    
    
    $
    869
 Successor Company
    
    
    Predecessor CompanyNine Months
    
    Eight Months
    
    
    One MonthEnded
    
    Ended
    
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,2007
    
    2006
    
    
    2006Pension
    
    Post-Retirement
    
    Pension
    
    Post-Retirement
    
    
    Pension
    
    Post-RetirementBenefit
    
    Benefits
    
    Benefit
    
    Benefits
    
    
    Benefit
    
    BenefitsService cost
    
    $
    4,323
    
    
    $
    726
    
    
    $
    3,320
    
    
    $
    874
    
    
    
    $
    398
    
    
    $
    94Interest cost
    
    
    5,209
    
    
    
    1,887
    
    
    
    4,245
    
    
    
    1,443
    
    
    
    
    494
    
    
    
    173Expected return on plan assets
    
    
    (5,401
    )
    
    
    
    
    
    
    (4,161
    )
    
    
    
    
    
    
    
    (594
    )
    
    
    Unrecognized prior service costs
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    4
    
    
    
    
    (9
    )
    
    
    (22
    )Net periodic benefit expense
    
    $
    4,131
    
    
    $
    2,610
    
    
    $
    3,404
    
    
    $
    2,321
    
    
    
    $
    289
    
    
    $
    245
 11




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7. Business Segments
  8. Legal Proceedings
    9. Related Party Transactions
   12




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13




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Managements Narrative Analysis of Results of Operations
  Forward-Looking Information
  Corporate Overview
  ®
  14




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Significant Business Developments
  Segment Reporting
  New Accounting Pronouncements
  Factors Affecting Comparability
  15




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RESULTS OF OPERATIONS, INCLUDING COMBINED RESULTS
 In addition to the GAAP presentation of our results for the nine months ended September 30, 2007,
the eight months ended September 30, 2006 and the one month ended January 31, 2006, we have
provided the following combined results of Dex Media West for the nine months ended September 30,
2006 because we believe that such financial information is important to gain an understanding of
the impact of the RHD Merger on Dex Media Wests underlying historical performance and future
financial results. The financial information for the combined nine months ended September 30, 2006
includes the financial information of the Predecessor Company for the one month ended January 31,
2006 and of the Successor Company for the eight months ended September 30, 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.
 Nine months ended September 30, 2007 and the combined nine months ended September 30, 2006
 Net Revenue
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedNine Months
    
    Eight Months
    
    
    One Month
    
    Nine MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,
    
    September 30,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeGross directory advertising revenue
    
    $
    717,532
    
    
    $
    237,174
    
    
    
    $
    77,193
    
    
    $
    314,367
    
    
    $
    403,165Sales claims and allowances
    
    
    (21,906
    )
    
    
    (9,470
    )
    
    
    
    1
    
    
    
    (9,469
    )
    
    
    (12,437
    )Net directory advertising revenue
    
    
    695,626
    
    
    
    227,704
    
    
    
    
    77,194
    
    
    
    304,898
    
    
    
    390,728Other revenue
    
    
    10,327
    
    
    
    8,266
    
    
    
    
    1,609
    
    
    
    9,875
    
    
    
    452Total Net Revenue
    
    $
    705,953
    
    
    $
    235,970
    
    
    
    $
    78,803
    
    
    $
    314,773
    
    
    $
    391,180
    16




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Expenses
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedNine Months
    
    Eight Months
    
    
    One Month
    
    Nine MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,
    
    September 30,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeCost of revenue
    
    $
    285,638
    
    
    $
    187,214
    
    
    
    $
    33,598
    
    
    $
    220,812
    
    
    $
    64,826G&A expenses
    
    
    28,853
    
    
    
    30,041
    
    
    
    
    4,991
    
    
    
    35,032
    
    
    
    (6,179
    )D&A expenses
    
    
    141,934
    
    
    
    94,565
    
    
    
    
    14,661
    
    
    
    109,226
    
    
    
    32,708Total
    
    $
    456,425
    
    
    $
    311,820
    
    
    
    $
    53,250
    
    
    $
    365,070
    
    
    $
    91,355
  Cost of Revenue
  17




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General and Administrative Expenses
  Depreciation and Amortization Expenses
  Operating Income (Loss)
  PredecessorSuccessor Company
    
    
    Company
    
    CombinedNine Months
    
    Eight Months
    
    
    One Month
    
    Nine MonthsEnded
    
    Ended
    
    
    Ended
    
    EndedSeptember 30,
    
    September 30,
    
    
    January 31,
    
    September 30,(amounts in thousands)
    
    2007
    
    2006
    
    
    2006
    
    2006
    
    $ ChangeTotal
    
    $
    249,528
    
    
    $
    (75,850
    )
    
    
    $
    25,553
    
    
    $
    (50,297
    )
    
    $
    299,825
  Interest Expense, Net
  18




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Income Taxes
  
 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.
 19




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PART II. OTHER INFORMATION
 
 Legal Proceedings
  
 Risk Factors
  
 Unregistered Sales of Equity Securities and Use of Proceeds
  
 Defaults Upon Senior Securities
  
 Submission of Matters to a Vote of Security Holders
  
 Other Information
  20




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Exhibits
 Number
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
September 30, 2007 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
September 30, 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
September 30, 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.
 
 *
    
    Filed herewith. 21




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##### Table of Contents



SIGNATURES
  DEX MEDIA WEST LLCDate: November 6, 2007
    By:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and
Chief Financial Officer
(Principal Financial Officer)Date: November 6, 2007
    By:
    /s/ Karen E. PalczukKaren E. PalczukInterim Controller and Assistant Vice President -
Process and 
Performance Management
(Interim Principal Accounting Officer) 22




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##### Table of Contents



Exhibit Index
 Exhibit 31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended September 30, 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 September 30, 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 September 30, 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. 23