##### 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 ended June 30, 2009
 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
  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
  o þ
 o 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, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three
and six months ended June 30, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Narrative Analysis of Results of Operations*
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk**
    
    
    33Item 4. Controls and Procedures
    
    
    33PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***
    
    
    37Item 3. Defaults Upon Senior Securities***
    
    
    37Item 4. Submission of Matters to a Vote of Security Holders***
    
    
    37Item 5. Other Information
    
    
    37Item 6. Exhibits
    
    
    38SIGNATURES
    
    
    39EX-31.1EX-31.2EX-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
 
 Item I.
    
    Financial Statements
 Dex Media West LLC
Debtor and Debtor-In-Possession as of May 28, 2009
Condensed Consolidated Balance Sheets (Unaudited)
 (in thousands)
    
    June 30, 2009
    
    December 31, 2008AssetsCurrent AssetsCash and cash equivalents
    
    $
    58,300
    
    
    $
    71,306Accounts receivableBilled
    
    
    90,980
    
    
    
    108,289Unbilled
    
    
    231,584
    
    
    
    287,794Allowance for doubtful billed accounts and sales claims
    
    
    (19,190
    )
    
    
    (21,352
    )Net accounts receivable
    
    
    303,374
    
    
    
    374,731Intercompany loan
    
    
    75,000
    
    
    
    Deferred directory costs
    
    
    56,631
    
    
    
    64,179Short-term deferred income taxes, net
    
    
    
    
    
    
    11,168Prepaid expenses and other current assets
    
    
    14,995
    
    
    
    23,670Total current assets
    
    
    508,300
    
    
    
    545,054Fixed assets and computer software, net
    
    
    42,015
    
    
    
    44,708Other non-current assets
    
    
    40,254
    
    
    
    46,258Intangible assets, net
    
    
    4,233,646
    
    
    
    4,344,066Total assets
    
    $
    4,824,215
    
    
    $
    4,980,086Liabilities and Owners EquityCurrent Liabilities Not Subject to CompromiseAccounts payable and accrued liabilities
    
    $
    33,657
    
    
    $
    27,741Affiliates payable, net
    
    
    58,135
    
    
    
    253,423Accrued interest
    
    
    1,341
    
    
    
    50,195Deferred directory revenue
    
    
    328,394
    
    
    
    414,144Current portion of long-term debt
    
    
    22,831
    
    
    
    16,875Total current liabilities not subject to compromise
    
    
    444,358
    
    
    
    762,378Long-term debt
    
    
    1,079,108
    
    
    
    2,281,560Deferred income taxes, net
    
    
    638,025
    
    
    
    699,695Other non-current liabilities
    
    
    10,515
    
    
    
    19,023Total liabilities not subject to compromise
    
    
    2,172,006
    
    
    
    3,762,656Liabilities subject to compromise
    
    
    1,441,719
    
    
    
    Commitments and contingenciesOwners EquityOwners interest
    
    
    2,193,854
    
    
    
    2,241,276Accumulated deficit
    
    
    (982,919
    )
    
    
    (1,021,317
    )Accumulated other comprehensive loss
    
    
    (445
    )
    
    
    (2,529
    )Total owners equity
    
    
    1,210,490
    
    
    
    1,217,430Total liabilities and owners equity
    
    $
    4,824,215
    
    
    $
    4,980,086
  3




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Dex Media West LLC
Debtor and Debtor-In-Possession as of May 28, 2009
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
 Three months ended
    
    Six months endedJune 30,
    
    June 30,(in thousands)
    
    2009
    
    2008
    
    2009
    
    2008Net revenues
    
    $
    196,272
    
    
    $
    233,433
    
    
    $
    407,549
    
    
    $
    469,588Expenses:Production and distribution expenses
(exclusive of depreciation and amortization
shown separately below)
    
    
    27,663
    
    
    
    30,105
    
    
    
    57,185
    
    
    
    64,168Selling and support expenses
    
    
    58,182
    
    
    
    55,298
    
    
    
    113,365
    
    
    
    112,009General and administrative expenses
    
    
    8,734
    
    
    
    7,298
    
    
    
    18,687
    
    
    
    15,540Depreciation and amortization
    
    
    58,589
    
    
    
    49,016
    
    
    
    117,189
    
    
    
    98,186Impairment charges
    
    
    
    
    
    
    262,518
    
    
    
    
    
    
    
    1,325,485Total expenses
    
    
    153,168
    
    
    
    404,235
    
    
    
    306,426
    
    
    
    1,615,388Curtailment gain, net
    
    
    8,796
    
    
    
    
    
    
    
    8,796
    
    
    
    Operating income (loss)
    
    
    51,900
    
    
    
    (170,802
    )
    
    
    109,919
    
    
    
    (1,145,800
    )Interest expense, net
    
    
    (36,345
    )
    
    
    (57,296
    )
    
    
    (81,129
    )
    
    
    (98,572
    )Income (loss) before reorganization items,
net and income taxes
    
    
    15,555
    
    
    
    (228,098
    )
    
    
    28,790
    
    
    
    (1,244,372
    )Reorganization items, net
    
    
    40,828
    
    
    
    
    
    
    
    40,828
    
    
    
    Income (loss) before income taxes
    
    
    56,383
    
    
    
    (228,098
    )
    
    
    69,618
    
    
    
    (1,244,372
    )(Provision) benefit for income taxes
    
    
    (25,738
    )
    
    
    78,028
    
    
    
    (31,220
    )
    
    
    457,158Net income (loss)
    
    $
    30,645
    
    
    $
    (150,070
    )
    
    $
    38,398
    
    
    $
    (787,214
    )Comprehensive Income (Loss)Net income (loss)
    
    $
    30,645
    
    
    $
    (150,070
    )
    
    $
    38,398
    
    
    $
    (787,214
    )Unrealized gain on interest rate swaps, net of tax
    
    
    
    
    
    
    13,534
    
    
    
    
    
    
    
    7,719Benefit plans adjustment, net of tax
    
    
    2,084
    
    
    
    
    
    
    
    2,084
    
    
    
    Comprehensive income (loss)
    
    $
    32,729
    
    
    $
    (136,536
    )
    
    $
    40,482
    
    
    $
    (779,495
    )
  4




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Dex Media West LLC
Debtor and Debtor-In-Possession as of May 28, 2009
Condensed Consolidated Statements of Cash Flows (Unaudited)
 Six months ended June 30,(in thousands)
    
    2009
    
    2008Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    38,398
    
    
    $
    (787,214
    )Reconciliation of net income (loss) to net cash provided by operating activities:Impairment charges
    
    
    
    
    
    
    1,325,485Loss on extinguishment of debt
    
    
    
    
    
    
    2,142Curtailment
gain, net
    
    
    (8,796
    )
    
    
    Depreciation and amortization
    
    
    117,189
    
    
    
    98,186Deferred income tax benefit
    
    
    (28,010
    )
    
    
    (459,066
    )Provision for bad debts
    
    
    33,340
    
    
    
    25,567Stock-based compensation expense
    
    
    2,368
    
    
    
    4,761Amortization of debt fair value adjustment
    
    
    (6,063
    )
    
    
    (6,894
    )Amortization of deferred financing costs
    
    
    4,045
    
    
    
    1,291Change in fair value of interest rate swaps
    
    
    (5,363
    )
    
    
    13,007Other non-cash items, net
    
    
    2,048
    
    
    
    (5,806
    )Non-cash reorganization items
    
    
    (57,003
    )
    
    
    Changes in assets and liabilities:Decrease (increase) in accounts receivable
    
    
    38,019
    
    
    
    (2,464
    )Decrease in other assets
    
    
    18,142
    
    
    
    37,472Decrease in accounts payable and accrued liabilities and accrued interest
    
    
    (24,015
    )
    
    
    (7,269
    )Decrease in deferred directory revenues
    
    
    (85,751
    )
    
    
    (43,391
    )Increase (decrease) in affiliates payable
    
    
    52,948
    
    
    
    (28,516
    )Decrease in other non-current liabilities
    
    
    (62
    )
    
    
    (5,141
    )Net cash provided by operating activities
    
    
    91,434
    
    
    
    162,150Cash Flows from Investing ActivitiesIntercompany loan
    
    
    (75,000
    )
    
    
    Additions to fixed assets and computer software
    
    
    (3,897
    )
    
    
    (11,283
    )Net cash used in investing activities
    
    
    (78,897
    )
    
    
    (11,283
    )Cash Flows from Financing ActivitiesCredit facility borrowings, net of costs
    
    
    
    
    
    
    1,035,900Credit facility repayments
    
    
    (63,235
    )
    
    
    (1,053,492
    )Revolver borrowings
    
    
    90,000
    
    
    
    141,300Revolver repayments
    
    
    (4,826
    )
    
    
    (159,300
    )(Decrease) increase in checks not yet presented for payment
    
    
    (334
    )
    
    
    919Distributions to owner
    
    
    (47,148
    )
    
    
    (65,000
    )Excess tax benefits from exercise of stock options
    
    
    
    
    
    
    1,584Net cash used in financing activities
    
    
    (25,543
    )
    
    
    (98,089
    )(Decrease) increase in cash and cash equivalents
    
    
    (13,006
    )
    
    
    52,778Cash and cash equivalents, beginning of period
    
    
    71,306
    
    
    
    7,992Cash and cash equivalents, end of period
    
    $
    58,300
    
    
    $
    60,770Supplemental Information:Cash paid:Interest, net
    
    $
    107,252
    
    
    $
    91,869
  5




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Dex Media West LLC
Debtor and Debtor-In-Possession as of May 28, 2009
Notes to Condensed Consolidated Financial Statements (Unaudited)  (tabular amounts in thousands)
 1. Business and Basis of Presentation
  ® ®
  Chapter 11 Bankruptcy Proceedings and Plan of Reorganization
 Filing of Voluntary Petitions in Chapter 11
 et al.
   6




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Commencement of Chapter 11 Cases
     Proposed Plan of Reorganization
   7




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Going Concern
   Accounting Matters
   8




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Accounting for Derivative Instruments and Hedging Activities
 Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code
  Other Significant Financing Developments
  Description
    
    AmountTerm Loan A
    
    $
    6,971Term Loan B
    
    
    50,941Revolver
    
    
    4,826Total repayment
    
    $
    62,738
    2. Summary of Significant Accounting Policies
 Identifiable Intangible Assets and Goodwill
 Business Combinations Goodwill and
Other Intangible Assets
 9




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Accounting for the Impairment or Disposal of Long-Lived Assets
  Interest Expense and Deferred Financing Costs
    10




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Advertising Expense
  Concentration of Credit Risk
   Stock-Based Awards
 Share-Based
Payment
 11




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Long-Term Incentive Program
  Fair Value of Financial Instruments
 Disclosures About Fair Value of Financial Instruments
 Fair Value Measurements
     Effective Date of FASB Statement No. 157
 12




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Estimates
 Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No.
 New Accounting Pronouncements
 Subsequent Events
  3. Reorganization Items, Net and Liabilities Subject to Compromise
 Reorganization Items, Net
  Three and Six MonthsEnded June 30, 2009Write-off of fair value adjustments
    
    $
    (57,003
    )Professional fees
    
    
    16,175Total reorganization items
    
    $
    (40,828
    )
   13




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Liabilities Subject to Compromise
   June 30, 2009Notes in default
    
    $
    1,155,370Intercompany liabilities
    
    
    243,035Accrued interest
    
    
    30,391Lease related liabilities
    
    
    6,294Accounts payable and accrued liabilities
    
    
    5,257Tax related liabilities
    
    
    1,372Total liabilities subject to compromise
    
    $
    1,441,719
 4. Restructuring Charges
  2008
    
    2009Three months ended
    
    Restructuring
    
    RestructuringJune 30, 2009
    
    Actions
    
    Actions
    
    TotalBalance at March 31, 2009
    
    $
    564
    
    
    $
    
    
    
    $
    564Additions to reserve charged to earnings
    
    
    551
    
    
    
    1,031
    
    
    
    1,582Payments
    
    
    (1,115
    )
    
    
    (42
    )
    
    
    (1,157
    )Reclass to liabilities subject to compromise
    
    
    
    
    
    
    (989
    )
    
    
    (989
    )Balance at June 30, 2009
    
    $
    
    
    
    $
    
    
    
    $
    
 2008
    
    2009Six months ended
    
    Restructuring
    
    RestructuringJune 30, 2009
    
    Actions
    
    Actions
    
    TotalBalance at December 31, 2008
    
    $
    3,279
    
    
    $
    
    
    
    $
    3,279Additions to reserve charged to earnings
    
    
    1,659
    
    
    
    1,031
    
    
    
    2,690Payments
    
    
    (4,938
    )
    
    
    (42
    )
    
    
    (4,980
    )Reclass to liabilities subject to compromise
    
    
    
    
    
    
    (989
    )
    
    
    (989
    )Balance at June 30, 2009
    
    $
    
    
    
    $
    
    
    
    $
    
  14




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5. Long-Term Debt
  Notes in Default
    
    Credit FacilityJune 30, 2009
    
    December 31, 2008Credit Facility
    
    $
    
    
    
    $
    1,101,939
    
    
    $
    1,080,0008.5% Senior Notes due 2010
    
    
    385,000
    
    
    
    
    
    
    
    393,8835.875% Senior Notes due 2011
    
    
    8,720
    
    
    
    
    
    
    
    8,7619.875% Senior Subordinated Notes due 2013
    
    
    761,650
    
    
    
    
    
    
    
    815,791Total consolidated
    
    
    1,155,370
    
    
    
    1,101,939
    
    
    
    2,298,435Less current portion
    
    
    
    
    
    
    22,831
    
    
    
    16,875Long-term debt subject to compromise
    
    $
    1,155,370
    
    
    
    
    
    
    
    Long-term debt not subject to compromise
    
    
    
    
    
    $
    1,079,108
    
    
    $
    2,281,560
 Credit Facility
   15




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6. Derivative Financial Instruments
 Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133
 , Accounting for Certain
Derivative Instruments and Certain Hedging Activities, an Amendment of FAS 133 Amendment of Statement 133 on Derivative Instruments and Hedging Activities.
     16




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7. Income Taxes
  8. Benefit Plans
  
    
    Effective as of December 31, 2009, Dex Media will freeze the Dex Media, Inc. Pension
Plan covering IBEW employees. In connection with the freeze, all pension plan benefit
accruals for IBEW plan participants will cease as of December 31, 2009, however, all plan
balances remain intact and interest credits on participant account balances, as well as
service credits for vesting and retirement eligibility, continue in accordance with the
terms of the plan. In addition, supplemental transition credits have been provided to
certain plan participants nearing retirement who would otherwise lose a portion of their
anticipated pension benefit at age 65 as a result of freezing the current plan. Similar
supplemental transition credits have been provided to certain plan participants who were
grandfathered under a final average pay formula when the defined benefit plan was
previously converted from a traditional pension plan to a cash balance plan.
    
    The elimination of all non-subsidized access to retiree health care and life insurance
benefits effective January 1, 2010.
    
    The elimination of subsidized retiree health care benefits for any Medicare-eligible
retirees effective January 1, 2010.
    
    The phase out of subsidized retiree health care benefits over a three-year period
beginning January 1, 2010. With respect to the phase out of subsidized retiree health care
benefits, if an eligible retiree becomes Medicare-eligible at any point in time during the
phase out process noted above, such retiree will no longer be eligible for retiree health
care coverage.
  17




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Employers Accounting for Settlements and Curtailments of Defined Benefit Plans and for
Termination Benefits
 Employers Disclosures About
Pension and Other Postretirement Benefits (Revised 2003)
 Pension BenefitsThree Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    78
    
    
    $
    1,210
    
    
    $
    1,151
    
    
    $
    2,622Interest cost
    
    
    562
    
    
    
    1,718
    
    
    
    1,914
    
    
    
    3,465Expected return on plan assets
    
    
    (728
    )
    
    
    (1,807
    )
    
    
    (2,170
    )
    
    
    (3,627
    )Amortization of net gain
    
    
    (13
    )
    
    
    
    
    
    
    (13
    )
    
    
    Settlement loss
    
    
    228
    
    
    
    
    
    
    
    228
    
    
    
    Net periodic benefit cost
    
    $
    127
    
    
    $
    1,121
    
    
    $
    1,110
    
    
    $
    2,460
 Postretirement BenefitsThree Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Service (credit) cost
    
    $
    (2
    )
    
    $
    197
    
    
    $
    192
    
    
    $
    437Interest cost
    
    
    292
    
    
    
    780
    
    
    
    779
    
    
    
    1,434Amortization of prior service cost
    
    
    (1
    )
    
    
    
    
    
    
    (2
    )
    
    
    Amortization of net gain
    
    
    (21
    )
    
    
    
    
    
    
    (21
    )
    
    
    Curtailment gain
    
    
    (8,796
    )
    
    
    
    
    
    
    (8,796
    )
    
    
    Net periodic benefit (credit) cost
    
    $
    (8,528
    )
    
    $
    977
    
    
    $
    (7,848
    )
    
    $
    1,871
   18




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9. Business Segments
  10. Legal Proceedings
      19




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11. Related Party Transactions
     12. Subsequent Events
   20




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Item 2.
    
    Managements Narrative Analysis of Results of Operations
  Forward-Looking Information
  Corporate Overview
  
    
    We provide simple, cost effective marketing solutions to our advertisers that generate a
large volume of ready-to-buy consumers for their local businesses.
    
    We provide local search solutions to consumers that are easy to use and deliver highly
relevant search results through a variety of print and online media platforms.
 ® ®
  21




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
    
    Brand:Our Dex brand provides differentiation and an ability to leverage the
capabilities of our print products into other media, such as online and mobile;
    
    Advertisers:Strong, long-term relationships with our advertisers;
    
    Products:Our multiple media local search solutions target consumers who are closer to
making purchase decisions;
    
    Channel:We manage a large, established local sales organization; and
    
    Content:Our proprietary database contains up-to-date information for national and
local businesses in 7 states and an infrastructure to service these national and local
advertisers.
  Chapter 11 Bankruptcy Proceedings and Plan of Reorganization
 Filing of Voluntary Petitions in Chapter 11
 et al.
   Commencement of Chapter 11 Cases
    22




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Proposed Plan of Reorganization
    23




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Recent Trends Related to Our Business
     Going Concern
  24




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Accounting Matters
  Other Significant Financing Developments
  Description
    
    AmountTerm Loan A
    
    $
    6,971Term Loan B
    
    
    50,941Revolver
    
    
    4,826Total repayment
    
    $
    62,738
    Employee Retirement Savings and Pension Plans
  
    
    Effective as of December 31, 2009, Dex Media will freeze the Dex Media, Inc. Pension
Plan covering IBEW employees. In connection with the freeze, all pension plan benefit
accruals for IBEW plan participants will cease as of December 31, 2009, however, all plan
balances remain intact and interest credits on participant account balances, as well as
service credits for vesting and retirement eligibility, continue in accordance with the
terms of the plan. In addition, supplemental transition credits have been provided to
certain plan participants nearing retirement who would otherwise lose a portion of their
anticipated pension benefit at age 65 as a result of freezing the current plan. Similar
supplemental transition credits have been provided to certain plan participants who were
grandfathered under a final average pay formula when the defined benefit plan was
previously converted from a traditional pension plan to a cash balance plan.
    
    The elimination of all non-subsidized access to retiree health care and life insurance
benefits effective January 1, 2010.
    
    The elimination of subsidized retiree health care benefits for any Medicare-eligible
retirees effective January 1, 2010.
    
    The phase out of subsidized retiree health care benefits over a three-year period
beginning January 1, 2010. With respect to the phase out of subsidized retiree health care
benefits, if an eligible retiree becomes Medicare-eligible at any point in time during the
phase out process noted above, such retiree will no longer be eligible for retiree health
care coverage.
 25




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##### Table of Contents



Segment Reporting
  New Accounting Pronouncements
 Subsequent Events
  26




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##### Table of Contents



RESULTS OF OPERATIONS
Six months ended June 30, 2009 and 2008
 Net Revenues
  Six months ended June 30,(amounts in millions)
    
    2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeGross advertising revenues
    
    $
    413.3
    
    
    $
    473.3
    
    
    $
    (60.0
    )
    
    
    (12.7
    )%Sales claims and allowances
    
    
    (10.4
    )
    
    
    (10.3
    )
    
    
    (0.1
    )
    
    
    (1.0
    )Net advertising revenues
    
    
    402.9
    
    
    
    463.0
    
    
    
    (60.1
    )
    
    
    (13.0
    )Other revenues
    
    
    4.6
    
    
    
    6.6
    
    
    
    (2.0
    )
    
    
    (30.3
    )Total Net Revenues
    
    $
    407.5
    
    
    $
    469.6
    
    
    $
    (62.1
    )
    
    
    (13.2
    )%
     27




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##### Table of Contents



Expenses
  Six months ended June 30,(amounts in millions)
    
    2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeProduction and distribution expenses
    
    $
    57.2
    
    
    $
    64.2
    
    
    $
    (7.0
    )
    
    
    (10.9
    )%Selling and support expenses
    
    
    113.4
    
    
    
    112.0
    
    
    
    1.4
    
    
    
    1.3General and administrative expenses
    
    
    18.7
    
    
    
    15.5
    
    
    
    3.2
    
    
    
    20.6Depreciation and amortization expense
    
    
    117.2
    
    
    
    98.2
    
    
    
    19.0
    
    
    
    19.3Impairment charges
    
    
    
    
    
    
    1,325.5
    
    
    
    (1,325.5
    )
    
    
    N/MTotal
    
    $
    306.5
    
    
    $
    1,615.4
    
    
    $
    (1,308.9
    )
    
    
    (81.3
    )%
 
 (N/M: Not Meaningful)
  Production and Distribution Expenses
  Six months ended(amounts in millions)
    
    June 30, 2009$ ChangeDecreased print, paper and distribution costs
    
    $
    (3.0
    )Decreased internet production and distribution costs
    
    
    (1.7
    )Decreased information technology (IT) expenses
    
    
    (1.3
    )All other, net
    
    
    (1.0
    )Total decrease in production and
distribution expenses for the
six months ended June 30,
2009
    
    $
    (7.0
    )
   28




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##### Table of Contents



Selling and Support Expenses
  Six months ended(amounts in millions)
    
    June 30, 2009$ ChangeIncreased bad debt expense
    
    $
    7.8Decreased commissions and salesperson costs
    
    
    (7.0
    )Decreased directory publishing costs
    
    
    (2.4
    )All other, net
    
    
    3.0Total increase in selling
and support expenses for the
six months ended June 30,
2009
    
    $
    1.4
    General and Administrative Expenses
  Six months ended(amounts in millions)
    
    June 30, 2009$ ChangeIncrease in restructuring expenses
    
    $
    1.1All other, net
    
    
    2.1Total increase in G&A expenses for the six
months ended June 30, 2009
    
    $
    3.2
  29




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##### Table of Contents



Depreciation and Amortization Expense
    Curtailment Gain, Net
  Impairment Charges
 Goodwill and Other Intangible Assets Accounting
for the Impairment or Disposal of Long-Lived Assets
  30




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##### Table of Contents



Operating Income (Loss)
  Six months ended June 30,(amounts in millions)
    
    2009
    
    
    2008
    
    
    $ Change
    
    
    % ChangeTotal
    
    $
    109.9
    
    
    $
    (1,145.8
    )
    
    $
    (1,255.7
    )
    
    
    N/M
  Interest Expense, Net
     31




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##### Table of Contents



Reorganization Items, Net
 Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code
 Six Months EndedJune 30, 2009Write-off of fair value adjustments
    
    $
    (57,003
    )Professional fees
    
    
    16,175Total reorganization items
    
    $
    (40,828
    )
    Income Taxes
  32




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##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
 ,
 Remediation Plan for Material Weakness in Internal Control Over Financial Reporting
   
    
    During 2008, the
Company began to
implement, and
during 2009 it
intends to fully
implement controls
to formalize its
evaluation of
deferred income tax
balances including
a comprehensive
reconciliation
between deferred
income tax balances
determined on a
basis in conformity
with U.S. generally
accepted accounting
principles for
financial reporting
purposes and those
determined for tax
reporting purposes;
    
    During 2008, the
Company began to
implement, and
during 2009 it
intends to fully
implement an
acceleration of the
timing of certain
tax review
activities,
including
apportionment and
allocation for
income tax
reporting purposes,
during the
financial statement
closing process;
    
    The Company intends
to improve
documentation and
institute more
formalized review
of tax positions
taken, with senior
management and
external experts,
to ensure proper
evaluation and
accounting
treatment of
complex tax issues;
and
    
    The Company intends
to evaluate and
supplement and/or
train internal
resources, as
necessary, and
evaluate external
experts.
  33




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
      
 Item 1A. Risk Factors
  Risks
Related to the Chapter 11 Cases
 1)
The RHD Entities have filed voluntary petitions for reorganization under the Bankruptcy Code that may have an
adverse effect on our businesses, financial condition and results of operation.
 et al.
 34




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##### Table of Contents




    
    our ability to comply with and operate under the terms of any cash management
orders entered by the Bankruptcy Court from time to time, which subject us to restrictions
on transferring cash and other assets;
    
    our ability to maintain adequate cash on hand and to generate cash from operations;
    
    our ability to fund emergence and to fund our operations after emergence from the
bankruptcy process on reasonable terms;
    
    our ability to retain key employees during the pendency of our bankruptcy proceedings;
and
    
    our ability to maintain good customer and supplier relationships in light of
developments in our bankruptcy proceedings and the terms of our emergence.
  2) Failure to obtain confirmation of the Plan may result in liquidation or alternative plan on less
favorable terms.
    3) Failure of occurrence of the effective date may result in liquidation or alternative plan on
less favorable terms.
    35




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##### Table of Contents



4) We may have insufficient liquidity to successfully operate our businesses.
  5) The extent of the Companys leverage may limit its ability to obtain additional financing for
operations.
   6) Historical financial information may not be comparable.
  7) Our businesses, financial condition and results of operations could be negatively impacted by
the loss of customers and suppliers.
  8) Our businesses could suffer from the loss of key personnel.
  9) Adverse publicity in connection with the Chapter 11 Cases or otherwise could negatively affect
our businesses.
  36




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##### Table of Contents



10) Pursuit of litigation by the parties in interest could disrupt the confirmation of the Plan and
could have material adverse effects on the Companys businesses and financial condition.
  11) Our inability to take advantage of business opportunities during the Chapter 11 Cases, without
Bankruptcy Court approval.
  
 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
  37




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##### Table of Contents



Item 6.
    
    Exhibits
 ExhibitNo.
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended June 30, 2009 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, 2009 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, 2009 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. 38




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##### Table of Contents



SIGNATURES
  DEX MEDIA WEST LLCDate: August 7, 2009
    By:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and Chief Financial Officer
(Principal Financial Officer)/s/ Sylvester J. JohnsonSylvester J. JohnsonVice President, Corporate Controller and Chief
Accounting Officer
(Principal Accounting Officer) 39




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##### Table of Contents



Exhibit Index
 ExhibitNo.
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended June 30, 2009 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, 2009 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, 2009 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. 40