##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 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
 (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
 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.
 *
    
    The Registrant is a voluntary filer and as such is not required to file reports by Section 13 or
15(d) of the Securities Exchange Act of 1934 (Exchange Act); however, the Registrant has
voluntarily filed all Exchange Act reports for the preceding 12 months.




---



##### 



DEX MEDIA WEST LLC
 INDEX TO FORM 10-Q
  
 PAGEPART I: FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at September 30, 2009 and December 31, 2008
    
    
    3Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and
nine months ended September 30, 2009 and 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Narrative Analysis of Results of Operations*
    
    
    22Item 3. Quantitative and Qualitative Disclosures About Market Risk**
    
    
    36Item 4. Controls and Procedures
    
    
    36PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    37Item 1A. Risk Factors
    
    
    37Item 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***
    
    
    38Item 5. Other Information
    
    
    38Item 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




---



##### 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)
    
    September 30, 2009
    
    December 31, 2008AssetsCurrent AssetsCash and cash equivalents
    
    $
    130,934
    
    
    $
    71,306Accounts receivableBilled
    
    
    86,136
    
    
    
    108,289Unbilled
    
    
    202,230
    
    
    
    287,794Allowance for doubtful billed accounts and sales claims
    
    
    (21,417
    )
    
    
    (21,352
    )Net accounts receivable
    
    
    266,949
    
    
    
    374,731Intercompany loan
    
    
    75,000
    
    
    
    Deferred directory costs
    
    
    47,083
    
    
    
    64,179Short-term deferred income taxes, net
    
    
    
    
    
    
    11,168Prepaid expenses and other current assets
    
    
    23,684
    
    
    
    23,670Total current assets
    
    
    543,650
    
    
    
    545,054Fixed assets and computer software, net
    
    
    41,257
    
    
    
    44,708Other non-current assets
    
    
    37,694
    
    
    
    46,258Intangible assets, net
    
    
    4,180,903
    
    
    
    4,344,066Total assets
    
    $
    4,803,504
    
    
    $
    4,980,086Liabilities and Owners EquityCurrent Liabilities Not Subject to CompromiseAccounts payable and accrued liabilities
    
    $
    41,790
    
    
    $
    27,741Affiliates payable, net
    
    
    68,909
    
    
    
    253,423Accrued interest
    
    
    1,356
    
    
    
    50,195Deferred directory revenue
    
    
    288,484
    
    
    
    414,144Current portion of long-term debt
    
    
    24,369
    
    
    
    16,875Total current liabilities not subject to compromise
    
    
    424,908
    
    
    
    762,378Long-term debt
    
    
    1,072,247
    
    
    
    2,281,560Deferred income taxes, net
    
    
    644,914
    
    
    
    699,695Other non-current liabilities
    
    
    10,893
    
    
    
    19,023Total liabilities not subject to compromise
    
    
    2,152,962
    
    
    
    3,762,656Liabilities subject to compromise
    
    
    1,436,798
    
    
    
    Commitments and contingenciesOwners EquityOwners interest
    
    
    2,192,181
    
    
    
    2,241,276Accumulated deficit
    
    
    (977,982
    )
    
    
    (1,021,317
    )Accumulated other comprehensive loss
    
    
    (455
    )
    
    
    (2,529
    )Total owners equity
    
    
    1,213,744
    
    
    
    1,217,430Total liabilities and owners equity
    
    $
    4,803,504
    
    
    $
    4,980,086
  3




---



##### Table of Contents



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
    
    Nine months endedSeptember 30,
    
    September 30,(in thousands)
    
    2009
    
    2008
    
    2009
    
    2008Net revenues
    
    $
    181,771
    
    
    $
    226,729
    
    
    $
    589,319
    
    
    $
    696,318Expenses:Production and distribution expenses (exclusive of
depreciation and amortization shown separately below)
    
    
    27,588
    
    
    
    31,988
    
    
    
    84,772
    
    
    
    96,156Selling and support expenses
    
    
    50,721
    
    
    
    58,137
    
    
    
    164,086
    
    
    
    170,146General and administrative expenses
    
    
    8,894
    
    
    
    11,676
    
    
    
    27,581
    
    
    
    27,216Depreciation and amortization
    
    
    58,540
    
    
    
    52,471
    
    
    
    175,729
    
    
    
    150,657Impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,325,485Total expenses
    
    
    145,743
    
    
    
    154,272
    
    
    
    452,168
    
    
    
    1,769,660Curtailment gain, net
    
    
    
    
    
    
    
    
    
    
    8,796
    
    
    
    Operating income (loss)
    
    
    36,028
    
    
    
    72,457
    
    
    
    145,947
    
    
    
    (1,073,342
    )Interest expense, net
    
    
    (21,679
    )
    
    
    (43,590
    )
    
    
    (102,807
    )
    
    
    (142,162
    )Income (loss) before reorganization items, net and
income taxes
    
    
    14,349
    
    
    
    28,867
    
    
    
    43,140
    
    
    
    (1,215,504
    )Reorganization items, net
    
    
    (2,161
    )
    
    
    
    
    
    
    38,667
    
    
    
    Income (loss) before income taxes
    
    
    12,188
    
    
    
    28,867
    
    
    
    81,807
    
    
    
    (1,215,504
    )(Provision) benefit for income taxes
    
    
    (7,251
    )
    
    
    (12,773
    )
    
    
    (38,472
    )
    
    
    444,385Net income (loss)
    
    $
    4,937
    
    
    $
    16,094
    
    
    $
    43,335
    
    
    $
    (771,119
    )Comprehensive Income (Loss)Net income (loss)
    
    $
    4,937
    
    
    $
    16,094
    
    
    $
    43,335
    
    
    $
    (771,119
    )Unrealized gain on interest rate swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,719Benefit plans adjustment, net of tax
    
    
    (10
    )
    
    
    
    
    
    
    2,074
    
    
    
    Comprehensive income (loss)
    
    $
    4,927
    
    
    $
    16,094
    
    
    $
    45,409
    
    
    $
    (763,400
    )
  4




---



##### Table of Contents



Dex Media West LLC
 Debtor and Debtor-In-Possession as of May 28, 2009
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
 Nine months ended September 30,(in thousands)
    
    2009
    
    2008Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    43,335
    
    
    $
    (771,119
    )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
    
    
    175,729
    
    
    
    150,657Deferred income tax benefit
    
    
    (31,751
    )
    
    
    (444,450
    )Provision for bad debts
    
    
    45,389
    
    
    
    40,228Stock-based compensation expense
    
    
    3,150
    
    
    
    6,967Amortization of debt fair value adjustment
    
    
    (6,063
    )
    
    
    (10,443
    )Amortization of deferred financing costs
    
    
    5,880
    
    
    
    3,162Change in fair value of interest rate swaps
    
    
    (5,363
    )
    
    
    8,030Other non-cash items, net
    
    
    365
    
    
    
    (5,652
    )Non-cash reorganization items
    
    
    (57,915
    )
    
    
    Changes in assets and liabilities:Decrease (increase) in accounts receivable
    
    
    62,394
    
    
    
    (5,251
    )Decrease in other assets
    
    
    17,165
    
    
    
    26,417Decrease in accounts payable and accrued liabilities and accrued interest
    
    
    (15,246
    )
    
    
    (30,104
    )Decrease in deferred directory revenues
    
    
    (124,977
    )
    
    
    (64,372
    )Increase (decrease) in affiliates payable
    
    
    62,942
    
    
    
    (11,220
    )Increase (decrease) in other non-current liabilities
    
    
    5,856
    
    
    
    (11,095
    )Net cash provided by operating activities
    
    
    172,094
    
    
    
    209,382Cash Flows from Investing ActivitiesIntercompany loan
    
    
    (75,000
    )
    
    
    Additions to fixed assets and computer software
    
    
    (6,378
    )
    
    
    (15,689
    )Net cash used in investing activities
    
    
    (81,378
    )
    
    
    (15,689
    )Cash Flows from Financing ActivitiesCredit facility borrowings, net of costs
    
    
    
    
    
    
    1,035,491Credit facility repayments
    
    
    (68,558
    )
    
    
    (1,053,492
    )Revolver borrowings
    
    
    90,000
    
    
    
    141,300Revolver repayments
    
    
    (4,826
    )
    
    
    (159,300
    )(Decrease) increase in checks not yet presented for payment
    
    
    (556
    )
    
    
    940Distributions to owner
    
    
    (47,148
    )
    
    
    (161,500
    )Excess tax benefits from exercise of stock options
    
    
    
    
    
    
    1,145Net cash used in financing activities
    
    
    (31,088
    )
    
    
    (195,416
    )Increase (decrease) in cash and cash equivalents
    
    
    59,628
    
    
    
    (1,723
    )Cash and cash equivalents, beginning of period
    
    
    71,306
    
    
    
    7,992Cash and cash equivalents, end of period
    
    $
    130,934
    
    
    $
    6,269Supplemental Information:Cash paid:Interest, net
    
    $
    126,834
    
    
    $
    166,659Income taxes, net
    
    $
    
    
    
    $
    41
  5




---



##### Table of Contents



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




---



##### Table of Contents



Commencement of Chapter 11 Cases
     Proposed Plan of Reorganization
 .
  (i)
    
    Elimination of approximately $6.4 billion of the RHD Entities indebtedness, including
the payment of $700.0 million of secured indebtedness, and $500.0 million of annual
interest expense;(ii)
    
    The exchange of all pre-petition publicly issued unsecured note debt for (a) 100% of
the reorganized RHD equity that is subject to dilution pursuant to a stock-based management
incentive plan, which is expected to permit equity-based compensation in an amount of not
less than 10% of the fully diluted RHD equity, if approved in accordance with the Plan and
(b) in the case of the holders of the Dex Media West 8.5% Senior Notes due 2010 and 5.875%
Senior Notes due 2011, $300.0 million of new seven-year RHD unsecured notes on a pro rata
basis in addition to their share of the reorganized RHD equity;
 7




---



##### Table of Contents



(iii)
    
    The obligations of the lenders under the R.H. Donnelley Inc. (RHDI) revolving credit
facility (the RHDI Revolver) to make additional advances terminated on the Petition Date
and the outstanding loans under the RHDI Revolver will be converted to a term loan with a
maturity date of October 2014 and an interest rate of LIBOR plus 625 basis points (bps),
subject to a reduction upon satisfaction of a specified financial covenant threshold, and
the current RHDI term loans will be amended to extend the maturity date to October 2014
with an interest rate of LIBOR plus 625 bps, subject to a reduction upon satisfaction of a
specified financial covenant threshold;
 (iv)
    
    The obligations of the lenders under the Dex Media East LLC (Dex Media East)
revolving credit facility (Dex Media East Revolver) to make additional advances
terminated on the Petition Date, and the outstanding loans under the Dex Media East
Revolver will be converted to a term loan with a maturity date of October 2014 and an
interest rate of LIBOR plus 250 bps, subject to reductions upon satisfaction of certain
financial covenant thresholds, the current Dex Media East Term Loan A will be amended to
extend the maturity date to October 2014 and increase the interest rate to LIBOR plus 250
bps, subject to reductions upon satisfaction of certain financial covenant thresholds, and
the Dex Media East Term Loan B will be amended to increase the interest rate to LIBOR plus
250 bps, subject to reductions upon satisfaction of certain financial covenant thresholds;
 (v)
    
    The obligations of the lenders under the Dex Media West revolving credit facility (Dex
Media West Revolver) to make additional advances terminated on the Petition Date and the
outstanding loans under the Dex Media West Revolver will be converted to a term loan with a
maturity date of October 2014 and an interest rate of LIBOR plus 450 bps, subject to
reductions upon satisfaction of certain financial covenant thresholds, the current Dex
Media West Term Loan A will be amended to extend the maturity date to October 2014 and
increase the interest rate to LIBOR plus 450 bps, subject to reductions upon satisfaction
of certain financial covenant thresholds, and the Dex Media West Term Loan B will be
amended to increase the interest rate to LIBOR plus 450 bps, subject to reductions upon
satisfaction of certain financial covenant thresholds; and
 (vi)
    
    Enhancement of the collateral and guarantees of the Dex Media East, Dex Media West and
RHDI secured debt. As of emergence, the RHD Entities proposed Plan would, if adopted in
its present form, result in consolidated debt of approximately $3.4 billion, of which $3.1
billion would be secured.
  Going Concern
   8




---



##### Table of Contents



Accounting Matters
    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
  9




---



##### Table of Contents



2. Summary of Significant Accounting Policies
 Identifiable Intangible Assets and Goodwill
     
    
    Historical financial information, including revenue, profit margins, customer attrition
data and price premiums enjoyed relative to competing independent publishers;
    
    Long-term financial projections, including, but not limited to, revenue trends and
profit margin trends; and
    
    Intangible asset carrying values.
  10




---



##### Table of Contents



Interest Expense and Deferred Financing Costs
      11




---



##### Table of Contents



Advertising Expense
  Concentration of Credit Risk
   Stock-Based Awards
  Long-Term Incentive Program
  12




---



##### Table of Contents



Fair Value of Financial Instruments
  Fair Value Measurements
 Level 1  Unadjusted quoted market prices in active markets for identical assets and
liabilities.Level 2  Observable inputs, other than Level 1 inputs. Level 2 inputs would typically
include quoted prices in markets that are not active or financial instruments for which all
significant inputs are observable, either directly or indirectly.Level 3  Prices or valuations that require inputs that are both significant to the
measurement and unobservable.
  Effective Date of FASB Statement No.
157
 Estimates
 Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No.
 New Accounting Pronouncements
 Revenue Arrangements with Multiple Deliverables Revenue Arrangements with Multiple Deliverables
 13




---



##### Table of Contents



The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles   a replacement of FASB Statement No. 162
 Subsequent Events
  3. Reorganization Items, Net and Liabilities Subject to Compromise
 Reorganization Items, Net
  Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2009
    
    
    September 30, 2009Write-off of fair value adjustments
    
    $
    
    
    
    $
    (57,003
    )Lease rejections, abandoned property and other
    
    
    (948
    )
    
    
    (948
    )Professional fees
    
    
    3,109
    
    
    
    19,284Total reorganization items
    
    $
    2,161
    
    
    $
    (38,667
    )
     14




---



##### Table of Contents



Liabilities Subject to Compromise
   September 30, 2009Notes in default
    
    $
    1,155,370Intercompany liabilities
    
    
    243,035Accrued interest
    
    
    30,391Accounts payable and accrued liabilities
    
    
    4,042Lease related liabilities
    
    
    3,461Tax related liabilities
    
    
    499Total liabilities subject to compromise
    
    $
    1,436,798
 4. Restructuring Charges
  Three months endedSeptember 30, 2009
    
    2008 Actions
    
    
    2009 Actions
    
    
    TotalBalance at June 30, 2009
    
    $
    
    
    
    $
    
    
    
    $
    Additions to reserve charged to earnings
    
    
    8
    
    
    
    156
    
    
    
    164Payments
    
    
    (8
    )
    
    
    (156
    )
    
    
    (164
    )Balance at September 30, 2009
    
    $
    
    
    
    $
    
    
    
    $
    
 Nine months endedSeptember 30, 2009
    
    2008 Actions
    
    
    2009 Actions
    
    
    TotalBalance at December 31, 2008
    
    $
    3,279
    
    
    $
    
    
    
    $
    3,279Additions to reserve charged to earnings
    
    
    1,667
    
    
    
    1,187
    
    
    
    2,854Payments
    
    
    (4,946
    )
    
    
    (198
    )
    
    
    (5,144
    )Reclass to liabilities subject to compromise
    
    
    
    
    
    
    (989
    )
    
    
    (989
    )Balance at September 30, 2009
    
    $
    
    
    
    $
    
    
    
    $
    
   15




---



##### Table of Contents



5. Long-Term Debt
  Notes in Default
    
    
    Credit FacilitySeptember 30, 2009
    
    
    December 31, 2008Credit Facility
    
    $
    
    
    
    $
    1,096,616
    
    
    $
    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
    
    
    
    1,096,616
    
    
    
    2,298,435Less current portion not subject to compromise
    
    
    
    
    
    
    24,369
    
    
    
    16,875Long-term debt subject to compromise
    
    $
    1,155,370
    
    
    
    
    
    
    
    Long-term debt not subject to compromise
    
    
    
    
    
    $
    1,072,247
    
    
    $
    2,281,560
 Credit Facility
   6. Derivative Financial Instruments
 Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement No. 133
 16




---



##### Table of Contents



17




---



##### Table of Contents



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.
   18




---



##### Table of Contents



Pension BenefitsThree Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    504
    
    
    $
    1,154
    
    
    $
    1,688
    
    
    $
    3,776Interest cost
    
    
    832
    
    
    
    1,650
    
    
    
    2,746
    
    
    
    5,115Expected return on plan assets
    
    
    (980
    )
    
    
    (1,636
    )
    
    
    (3,150
    )
    
    
    (5,263
    )Amortization of net gain
    
    
    (39
    )
    
    
    
    
    
    
    (53
    )
    
    
    Settlement loss
    
    
    
    
    
    
    
    
    
    
    228
    
    
    
    Net periodic benefit cost
    
    $
    317
    
    
    $
    1,168
    
    
    $
    1,459
    
    
    $
    3,628
 Postretirement BenefitsThree Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    53
    
    
    $
    219
    
    
    $
    236
    
    
    $
    656Interest cost
    
    
    324
    
    
    
    719
    
    
    
    1,104
    
    
    
    2,153Amortization of prior service cost
    
    
    (1
    )
    
    
    
    
    
    
    (2
    )
    
    
    Amortization of net gain
    
    
    (34
    )
    
    
    
    
    
    
    (56
    )
    
    
    Curtailment gain
    
    
    
    
    
    
    
    
    
    
    (8,796
    )
    
    
    Net periodic benefit cost (credit)
    
    $
    342
    
    
    $
    938
    
    
    $
    (7,514
    )
    
    $
    2,809
    19




---



##### Table of Contents



9. Business Segments
  10. Legal Proceedings
      11. Related Party Transactions
   20




---



##### Table of Contents



12. Subsequent Events
     21




---



##### Table of Contents



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.
 ®
  22




---



##### Table of Contents




    
    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
   23




---



##### Table of Contents



Proposed Plan of Reorganization
 .
  (i)
    
    Elimination of approximately $6.4 billion of the RHD Entities indebtedness,
including the payment of $700.0 million of secured indebtedness, and $500.0 million of
annual interest expense;(ii)
    
    The exchange of all pre-petition publicly issued unsecured note debt for (a) 100%
of the reorganized RHD equity that is subject to dilution pursuant to a stock-based
management incentive plan, which is expected to permit equity-based compensation in an
amount of not less than 10% of the fully diluted RHD equity, if approved in accordance
with the Plan and (b) in the case of the holders of the Dex Media West 8.5% Senior Notes
due 2010 and 5.875% Senior Notes due 2011, $300.0 million of new seven-year RHD unsecured
notes on a pro rata basis in addition to their share of the reorganized RHD equity;(iii)
    
    The obligations of the lenders under the R.H. Donnelley Inc. (RHDI) revolving
credit facility (the RHDI Revolver) to make additional advances terminated on the
Petition Date and the outstanding loans under the RHDI Revolver will be converted to a
term loan with a maturity date of October 2014 and an interest rate of LIBOR plus 625
basis points (bps), subject to a reduction upon satisfaction of a specified financial
covenant threshold, and the current RHDI term loans will be amended to extend the
maturity date to October 2014 with an interest rate of LIBOR plus 625 bps, subject to a
reduction upon satisfaction of a specified financial covenant threshold;(iv)
    
    The obligations of the lenders under the Dex Media East LLC (Dex Media East)
revolving credit facility (Dex Media East Revolver) to make additional advances
terminated on the Petition Date, and the outstanding loans under the Dex Media East
Revolver will be converted to a term loan with a maturity date of October 2014 and an
interest rate of LIBOR plus 250 bps, subject to reductions upon satisfaction of certain
financial covenant thresholds, the current Dex Media East Term Loan A will be amended to
extend the maturity date to October 2014 and increase the interest rate to LIBOR plus 250
bps, subject to reductions upon satisfaction of certain financial covenant thresholds,
and the Dex Media East Term Loan B will be amended to increase the interest rate to LIBOR
plus 250 bps, subject to reductions upon satisfaction of certain financial covenant
thresholds;(v)
    
    The obligations of the lenders under the Dex Media West revolving credit facility
(Dex Media West Revolver) to make additional advances terminated on the Petition Date
and the outstanding loans under the Dex Media West Revolver will be converted to a term
loan with a maturity date of October 2014 and an interest rate of LIBOR plus 450 bps,
subject to reductions upon satisfaction of certain financial covenant thresholds, the
current Dex Media West Term Loan A will be amended to extend the maturity date to October
2014 and increase the interest rate to LIBOR plus 450 bps, subject to reductions upon
satisfaction of certain financial covenant thresholds, and the Dex Media West Term Loan B
will be amended to increase the interest rate to LIBOR plus 450 bps, subject to
reductions upon satisfaction of certain financial covenant thresholds; and(vi)
    
    Enhancement of the collateral and guarantees of the Dex Media East, Dex Media West
and RHDI secured debt. As of emergence, the RHD Entities proposed Plan would, if adopted
in its present form, result in consolidated debt of approximately $3.4 billion, of which
$3.1 billion would be secured.
 24




---



##### Table of Contents



Recent Trends Related to Our Business
      25




---



##### Table of Contents



Going Concern
  Accounting Matters
  Other Significant Financing Developments
  Description
    
    AmountTerm Loan A
    
    $
    6,971Term Loan B
    
    
    50,941Revolver
    
    
    4,826Total repayment
    
    $
    62,738
    26




---



##### Table of Contents



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.
  Segment Reporting
  New Accounting Pronouncements
 Revenue Arrangements with Multiple Deliverables Revenue Arrangements with Multiple Deliverables
 The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles   a replacement of FASB Statement No. 162
 27




---



##### Table of Contents



Subsequent Events
  28




---



##### Table of Contents



RESULTS OF OPERATIONS
Nine months ended September 30, 2009 and 2008
 Net Revenues
  Nine months ended September 30,(amounts in millions)
    
    2009
    
    2008
    
    $ Change
    
    % ChangeGross advertising revenues
    
    $
    597.9
    
    
    $
    701.7
    
    
    $
    (103.8
    )
    
    
    (14.8
    )%Sales claims and allowances
    
    
    (15.6
    )
    
    
    (15.3
    )
    
    
    (0.3
    )
    
    
    (2.0
    )Net advertising revenues
    
    
    582.3
    
    
    
    686.4
    
    
    
    (104.1
    )
    
    
    (15.2
    )Other revenues
    
    
    7.0
    
    
    
    9.9
    
    
    
    (2.9
    )
    
    
    (29.3
    )Total Net Revenues
    
    $
    589.3
    
    
    $
    696.3
    
    
    $
    (107.0
    )
    
    
    (15.4
    )%
     29




---



##### Table of Contents



Expenses
  Nine months ended September 30,(amounts in millions)
    
    2009
    
    2008
    
    $ Change
    
    % ChangeProduction and distribution expenses
    
    $
    84.8
    
    
    $
    96.1
    
    
    $
    (11.3
    )
    
    
    (11.8
    )%Selling and support expenses
    
    
    164.1
    
    
    
    170.1
    
    
    
    (6.0
    )
    
    
    (3.5
    )General and administrative expenses
    
    
    27.6
    
    
    
    27.2
    
    
    
    0.4
    
    
    
    1.5Depreciation and amortization expense
    
    
    175.7
    
    
    
    150.7
    
    
    
    25.0
    
    
    
    16.6Impairment charges
    
    
    
    
    
    
    1,325.5
    
    
    
    (1,325.5
    )
    
    
    N/MTotal
    
    $
    452.2
    
    
    $
    1,769.6
    
    
    $
    (1,317.4
    )
    
    
    (74.4
    )%
 (N/M: Not Meaningful)
  Production and Distribution Expenses
  Nine months ended(amounts in millions)
    
    September 30, 2009$ ChangeDecreased print, paper and distribution costs
    
    $
    (4.2
    )Decreased information technology (IT) expenses
    
    
    (3.7
    )Decreased internet production and distribution costs
    
    
    (1.8
    )All other, net
    
    
    (1.6
    )Total decrease in production and distribution expenses for
the nine months ended September 30, 2009
    
    $
    (11.3
    )
    30




---



##### Table of Contents



Selling and Support Expenses
  Nine months ended(amounts in millions)
    
    September 30, 2009$ ChangeDecreased commissions and salesperson costs
    
    $
    (12.0
    )Decreased directory publishing costs
    
    
    (3.8
    )Decreased incentive compensation expense
    
    
    (1.4
    )Increased bad debt expense
    
    
    5.2Increased advertising expenses
    
    
    2.8All other, net
    
    
    3.2Total decrease in selling and support expenses for
the nine months ended September 30, 2009
    
    $
    (6.0
    )
      31




---



##### Table of Contents



General and Administrative Expenses
  Nine months ended(amounts in millions)
    
    September 30, 2009$ ChangeIncreased share of allocated expenses
    
    $
    5.0Decrease in restructuring expenses
    
    
    (2.7
    )Decreased incentive compensation expense
    
    
    (1.0
    )All other, net
    
    
    (0.9
    )Total increase in G&A expenses for the nine
months ended September 30, 2009
    
    $
    0.4
    Depreciation and Amortization Expense
    32




---



##### Table of Contents



Curtailment Gain, Net
  Impairment Charges
   
    
    Historical financial information, including revenue, profit margins, customer attrition
data and price premiums enjoyed relative to competing independent publishers;
    
    Long-term financial projections, including, but not limited to, revenue trends and
profit margin trends; and
    
    Intangible asset carrying values.
   Operating Income (Loss)
  Nine months ended September 30,(amounts in millions)
    
    2009
    
    2008
    
    $ Change
    
    % ChangeTotal
    
    $
    145.9
    
    
    $
    (1,073.3
    )
    
    $
    1,219.2
    
    
    
    N/M
  33




---



##### Table of Contents



Interest Expense, Net
     Reorganization Items, Net
  Nine months endedSeptember 30, 2009|Write-off of fair value adjustments
    
    $
    (57,003
    )Lease rejections, abandoned property and other
    
    
    (948
    )Professional fees
    
    
    19,284Total reorganization items
    
    $
    (38,667
    )
   34




---



##### Table of Contents



Income Taxes
  35




---



##### Table of Contents



Quantitative and Qualitative Disclosures About Market Risk
  
 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.
  36




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 Legal Proceedings
       
 Item 1A. Risk Factors
  
 Unregistered Sales of Equity Securities and Use of Proceeds
  
 Defaults Upon Senior Securities
  37




---



##### Table of Contents



Submission of Matters to a Vote of Security Holders
  
 Other Information
  
 Exhibits
 ExhibitNo.
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended September 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 September 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 September 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




---



##### Table of Contents



SIGNATURES
  DEX MEDIA WEST LLCDate: November 6, 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




---



##### Table of Contents



Exhibit Index
 ExhibitNo.
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended September 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 September 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 September 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