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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, 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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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 March 31, 2008 and December 31, 2007
    
    
    3Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three
months ended March 31, 2008 and 2007
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Narrative Analysis of Results of Operations*
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk**
    
    
    20Item 4. Controls and Procedures
    
    
    20PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***
    
    
    23Item 3. Defaults Upon Senior Securities***
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders***
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    24SIGNATURES
    
    
    25Exhibit 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)
    
    March 31, 2008
    
    December 31, 2007AssetsCurrent AssetsCash and cash equivalents
    
    $
    6,608
    
    
    $
    7,992Accounts receivableBilled
    
    
    79,063
    
    
    
    82,854Unbilled
    
    
    300,706
    
    
    
    324,079Allowance for doubtful accounts and sales claims
    
    
    (15,650
    )
    
    
    (13,598
    )Net accounts receivable
    
    
    364,119
    
    
    
    393,335Deferred directory costs
    
    
    66,630
    
    
    
    68,741Short-term deferred income taxes, net
    
    
    32,014
    
    
    
    27,456Prepaid expenses and other current assets
    
    
    21,140
    
    
    
    30,520Total current assets
    
    
    490,511
    
    
    
    528,044Fixed assets and computer software, net
    
    
    44,701
    
    
    
    45,390Other non-current assets
    
    
    8,859
    
    
    
    8,723Intangible assets, net
    
    
    4,813,726
    
    
    
    4,858,713Goodwill
    
    
    288,669
    
    
    
    1,354,053Total Assets
    
    $
    5,646,466
    
    
    $
    6,794,923Liabilities and Owners EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    36,258
    
    
    $
    28,860Affiliates payable, net
    
    
    226,502
    
    
    
    243,138Accrued interest
    
    
    21,322
    
    
    
    52,008Deferred directory revenues
    
    
    427,351
    
    
    
    467,249Current portion of long-term debt
    
    
    131,892
    
    
    
    136,457Total current liabilities
    
    
    843,325
    
    
    
    927,712Long-term debt
    
    
    2,128,248
    
    
    
    2,167,528Deferred income taxes, net
    
    
    903,073
    
    
    
    1,284,205Other non-current liabilities
    
    
    18,135
    
    
    
    19,911Total liabilities
    
    
    3,892,781
    
    
    
    4,399,356Commitments and contingenciesOwners EquityOwners interest
    
    
    2,429,367
    
    
    
    2,428,291Accumulated deficit
    
    
    (663,156
    )
    
    
    (26,013
    )Accumulated other comprehensive loss
    
    
    (12,526
    )
    
    
    (6,711
    )Total Owners Equity
    
    
    1,753,685
    
    
    
    2,395,567Total Liabilities and Owners Equity
    
    $
    5,646,466
    
    
    $
    6,794,923
  3




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Dex
Media West LLC
 
 Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)
 Three Months Ended March 31,(in thousands)
    
    2008
    
    2007Net revenues
    
    $
    236,155
    
    
    $
    233,835ExpensesProduction, publication and distribution expenses
(exclusive of depreciation and amortization shown
separately below)
    
    
    34,063
    
    
    
    40,501Selling and support expenses
    
    
    56,711
    
    
    
    61,148General and administrative expenses
    
    
    8,241
    
    
    
    8,280Depreciation and amortization
    
    
    49,169
    
    
    
    44,389Goodwill impairment
    
    
    1,062,967
    
    
    
    Total expenses
    
    
    1,211,151
    
    
    
    154,318Operating (loss) income
    
    
    (974,996
    )
    
    
    79,517Interest expense, net
    
    
    (41,276
    )
    
    
    (48,347
    )(Loss) income before income taxes
    
    
    (1,016,272
    )
    
    
    31,170Benefit (provision) for income taxes
    
    
    379,129
    
    
    
    (11,660
    )Net (loss) income
    
    $
    (637,143
    )
    
    $
    19,510Comprehensive (Loss) IncomeNet (loss) income
    
    $
    (637,143
    )
    
    $
    19,510Unrealized loss on interest rate swaps, net of tax
    
    
    (5,815
    )
    
    
    (1,268
    )Comprehensive (loss) income
    
    $
    (642,958
    )
    
    $
    18,242
  4




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Dex
Media West LLC
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
 Three Months Ended March 31,(in thousands)
    
    2008
    
    2007Cash Flows from Operating ActivitiesNet (loss) income
    
    $
    (637,143
    )
    
    $
    19,510Reconciliation of net (loss) income to net cash provided by operating activities:Goodwill impairment
    
    
    1,062,967
    
    
    
    Depreciation and amortization
    
    
    49,169
    
    
    
    44,389Deferred income tax (benefit) provision
    
    
    (379,723
    )
    
    
    11,660Provision for bad debts
    
    
    11,639
    
    
    
    5,562Stock-based compensation expense
    
    
    3,163
    
    
    
    4,750Amortization of debt fair value adjustment
    
    
    (3,415
    )
    
    
    (3,162
    )Amortization of deferred financing costs
    
    
    393
    
    
    
    760Changes in assets and liabilities:Decrease in accounts receivable
    
    
    17,577
    
    
    
    25,432Decrease in other assets
    
    
    13,761
    
    
    
    14,398(Decrease) in accounts payable and accrued liabilities
    
    
    (35,328
    )
    
    
    (29,524
    )(Decrease) in deferred directory revenues
    
    
    (39,898
    )
    
    
    (34,926
    )(Decrease) increase in affiliates payable
    
    
    (19,799
    )
    
    
    32,783(Decrease) in other non-current liabilities
    
    
    (2,927
    )
    
    
    (585
    )Net cash provided by operating activities
    
    
    40,436
    
    
    
    91,047Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (3,914
    )
    
    
    (1,370
    )Net cash used in investing activities
    
    
    (3,914
    )
    
    
    (1,370
    )Cash Flows from Financing ActivitiesNotes and credit facility repayments
    
    
    (27,530
    )
    
    
    (132,234
    )Revolver borrowings
    
    
    79,800
    
    
    
    18,700Revolver repayments
    
    
    (92,700
    )
    
    
    (4,100
    )Increase in checks not yet presented for payment
    
    
    1,448
    
    
    
    5,023Excess tax benefits from exercise of stock options
    
    
    1,076
    
    
    
    Net cash used in financing activities
    
    
    (37,906
    )
    
    
    (112,611
    )Decrease in cash and cash equivalents
    
    
    (1,384
    )
    
    
    (22,934
    )Cash and cash equivalents, beginning of period
    
    
    7,992
    
    
    
    28,358Cash and cash equivalents, end of period
    
    $
    6,608
    
    
    $
    5,424Supplemental Information:Cash paid:Interest
    
    $
    72,501
    
    
    $
    79,703
  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
    Reclassifications
  Three Months Ended March 31, 2007AsPreviously
    
    
    
    
    
    AsReported
    
    Reclass
    
    ReclassifiedNet revenues
    
    $
    232,833
    
    
    $
    1,002
    
    
    $
    233,835Production, publication and
distribution expenses
    
    
    99,295
    
    
    
    (58,794
    )
    
    
    40,501Selling and support expenses
    
    
    
    
    
    
    61,148
    
    
    
    61,148General and administrative
expenses
    
    
    9,632
    
    
    
    (1,352
    )
    
    
    8,280
 6




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2. Summary of Significant Accounting Policies
 Identifiable Intangible Assets and Goodwill
  Accounting for the Impairment or Disposal of Long-Lived Assets
     Interest Expense and Deferred Financing Costs
  7




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Advertising Expense
  Concentration of Credit Risk
   Stock-Based Awards
 Share-Based
Payment
  Fair Value of Financial Instruments
 Fair
Value Measurements
 8




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Fair Value Measurements atMarch 31, 2008Using Significant OtherDescription
    
    Observable Inputs (Level 2)Derivatives  Liabilities
    
    $(19,338)
 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 Accounting for Derivative Instruments and Hedging Activities,
  3. RHD Merger
  4. Credit Facility
  9




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5. Restructuring Charges
  Balance at December 31, 2007
    
    $
    2,395Payments
    
    
    (179
    )Balance at March 31, 2008
    
    $
    2,216
   6. Income Taxes
   Three Months Ended March 31,2008
    
    2007Statutory U.S. Federal tax rate
    
    
    35.0
    %
    
    
    35.0
    %State and local taxes, net of U.S. Federal tax benefit
    
    
    2.3
    
    
    
    2.2Other non-deductible expenses
    
    
    
    
    
    
    0.2Effective tax rate
    
    
    37.3
    %
    
    
    37.4
    %
 10




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7. Benefit Plans
 Employers Disclosures About
Pension and Other Postretirement Benefits (Revised 2003)
 Three Months Ended March 31,2008
    
    2007Pension
    
    Post-Retirement
    
    Pension
    
    Post-RetirementBenefit
    
    Benefits
    
    Benefit
    
    BenefitsService cost
    
    $
    1,412
    
    
    $
    240
    
    
    $
    1,212
    
    
    $
    295Interest cost
    
    
    1,747
    
    
    
    654
    
    
    
    1,598
    
    
    
    618Expected return on plan assets
    
    
    (1,820
    )
    
    
    
    
    
    
    (1,295
    )
    
    
    Unrecognized prior service costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138Net periodic benefit expense
    
    $
    1,339
    
    
    $
    894
    
    
    $
    1,515
    
    
    $
    1,051
  8. Business Segments
  9. Legal Proceedings
     10. Related Party Transactions
  11




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11. Subsequent Events
   12




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Managements Narrative Analysis of Results of Operations
  Forward-Looking Information
  Corporate Overview
  TM TM ®
  ® ® ®
 13




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Recent Trends Related to Our Business
    Goodwill and Other Intangible Assets Accounting for the Impairment or Disposal of Long-Lived Assets
 Segment Reporting
  14




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New Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133 Accounting for Derivative Instruments and Hedging Activities,
  15




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RESULTS OF OPERATIONS
 Three months ended March 31, 2008 and 2007
 Factors Affecting Comparability
 Reclassifications
  Three Months Ended March 31, 2007AsPreviously
    
    
    
    
    
    As(amounts in thousands)
    
    Reported
    
    Reclass
    
    ReclassifiedNet revenues
    
    $
    232,833
    
    
    $
    1,002
    
    
    $
    233,835Production, publication and
distribution expenses
    
    
    99,295
    
    
    
    (58,794
    )
    
    
    40,501Selling and support expenses
    
    
    
    
    
    
    61,148
    
    
    
    61,148General and administrative
expenses
    
    
    9,632
    
    
    
    (1,352
    )
    
    
    8,280
 Impact of Purchase Accounting
  Net Revenues
  Three Months Ended March 31,(amounts in thousands)
    
    2008
    
    2007
    
    $ Change
    
    % ChangeGross directory advertising revenues
    
    $
    238,067
    
    
    $
    238,397
    
    
    $
    (330
    )
    
    
    (0.1
    )%Sales claims and allowances
    
    
    (5,303
    )
    
    
    (7,423
    )
    
    
    2,120
    
    
    
    28.6Net directory advertising revenues
    
    
    232,764
    
    
    
    230,974
    
    
    
    1,790
    
    
    
    0.8Other revenues
    
    
    3,391
    
    
    
    2,861
    
    
    
    530
    
    
    
    18.5Total Net Revenues
    
    $
    236,155
    
    
    $
    233,835
    
    
    $
    2,320
    
    
    
    1.0
    %
 16




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Expenses
  Three Months Ended March 31,(amounts in thousands)
    
    2008
    
    2007
    
    $ Change
    
    % ChangeProduction, publication and distribution expenses
    
    $
    34,063
    
    
    $
    40,501
    
    
    $
    (6,438
    )
    
    
    (15.9
    )%Selling and support expenses
    
    
    56,711
    
    
    
    61,148
    
    
    
    (4,437
    )
    
    
    (7.3
    )G&A expenses
    
    
    8,241
    
    
    
    8,280
    
    
    
    (39
    )
    
    
    (0.5
    )D&A expenses
    
    
    49,169
    
    
    
    44,389
    
    
    
    4,780
    
    
    
    10.8Goodwill impairment
    
    
    1,062,967
    
    
    
    
    
    
    
    1,062,967
    
    
    
    100.0Total
    
    $
    1,211,151
    
    
    $
    154,318
    
    
    $
    1,056,833
    
    
    
    684.8
    %
  17




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Production, Publication and Distribution Expenses
     Selling and Support Expenses
    General and Administrative Expenses
  Depreciation and Amortization Expense
   18




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Goodwill Impairment
      Operating (Loss) Income
  Three Months Ended March 31,(amounts in thousands)
    
    2008
    
    2007
    
    $ ChangeTotal
    
    $
    (974,996
    )
    
    $
    79,517
    
    
    $
    (1,054,513
    )
  Interest Expense, Net
   19




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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.
 
 PART II. OTHER INFORMATION
 
 Legal Proceedings
  
 Item1A. Risk Factors
  3) Competition
   20




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21




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5) Recognition of impairment charges for our intangible assets or goodwill
 Accounting for
the Impairment or Disposal of Long-lived Assets Goodwill and Other Intangible Assets
   9) Future changes in directory publishing obligations in Qwest markets and other regulatory matters
  22




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Unregistered Sales of Equity Securities and Use of Proceeds
  
 Defaults Upon Senior Securities
  
 Submission of Matters to a Vote of Security Holders
  
 Other Information
  23




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Exhibits
 Number
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
March 31, 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
March 31, 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
March 31, 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. 24




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SIGNATURES
  DEX MEDIA WEST LLCBy:
    /s/ Steven M. BlondyDate: May 13, 2008
    
    Steven M. BlondyExecutive Vice President and
Chief Financial Officer
(Principal Financial Officer)Date: May 13, 2008
    By:
    /s/ R. Barry SauderR. Barry SauderVice President, Corporate Controller and Chief
Accounting Officer
(Principal Accounting Officer) 25




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Exhibit Index
 Exhibit 31.1*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended March 31, 2008 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, 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.Exhibit 32.1*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended March 31, 2008 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. 26