##### 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 March 31, 2006
 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)(Registrants telephone number, including area code)
    
    (919) 297-1600
  
 
 þ o
  o o þ
 o þ
  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.








---



##### 



DEX MEDIA WEST LLC
 INDEX TO FORM 10-Q
 PAGEPART I:
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Consolidated Balance Sheets at March 31, 2006 and December 31, 2005
    
    
    2Consolidated Statements of Operations and Comprehensive (Loss) Income
for the Two Months Ended March 31, 2006, the One Month Ended January 31,
2006 and the Three Months Ended March 31, 2005
    
    
    3Consolidated Statements of Cash Flows for the Two Months Ended March 31,
2006, the One Month Ended January 31, 2006 and the Three Months Ended
March 31, 2005
    
    
    4Notes to Consolidated Financial Statements
    
    
    5Item 2.
    
    Managements Narrative Analysis of Results of Operations*
    
    
    16Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk**
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    20PART II:
    
    OTHER INFORMATIONItem 1.
    
    Legal ProceedingsItem 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds***
    
    
    21Item 3.
    
    Defaults Upon Senior Securities***
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders***
    
    
    21Item 5.
    
    Other Information
    
    
    21Item 6.
    
    Exhibits
    
    
    22SIGNATURE
    
    
    27
  
 *
    
    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. 1




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
  
 Dex Media West LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.
Consolidated Balance Sheets (Unaudited)
 Successor Company
    
    
    
    Predecessor CompanyMarch 31,
    
    
    
    December 31,(in thousands)
    
    2006
    
    
    
    2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    
    
    
    
    $
    848Accounts receivableBilled
    
    
    54,302
    
    
    
    
    69,480Unbilled
    
    
    397,696
    
    
    
    
    6,172Allowance for doubtful accounts and sales claims
    
    
    (40,139
    )
    
    
    
    (11,273
    )Net accounts receivable
    
    
    411,859
    
    
    
    
    64,379Deferred directory costs
    
    
    66,789
    
    
    
    
    154,227Current deferred income taxes, net
    
    
    
    
    
    
    
    17,939Other current assets
    
    
    21,125
    
    
    
    
    9,007Total current assets
    
    
    499,773
    
    
    
    
    246,400Fixed assets and computer software, net
    
    
    52,168
    
    
    
    
    53,017Other non-current assets
    
    
    8,906
    
    
    
    
    59,459Intangible assets, net
    
    
    5,134,059
    
    
    
    
    1,477,965Goodwill
    
    
    1,336,818
    
    
    
    
    2,190,715Total Assets
    
    $
    7,031,724
    
    
    
    $
    4,027,556Liabilities and Owners EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    20,480
    
    
    
    $
    31,611Affiliate payable, net
    
    
    44,303
    
    
    
    
    40,553Accrued interest
    
    
    21,815
    
    
    
    
    49,697Deferred directory revenue
    
    
    118,222
    
    
    
    
    113,658Short-term deferred income taxes, net
    
    
    104,493
    
    
    
    
    Current portion of long-term debt
    
    
    206,823
    
    
    
    
    110,362Total current liabilities
    
    
    516,136
    
    
    
    
    345,881Long-term debt
    
    
    2,726,102
    
    
    
    
    2,524,099Amount due to affiliate related to post-retirement
and other post-employment obligations
    
    
    42,447
    
    
    
    
    40,848Deferred income taxes, net
    
    
    1,279,514
    
    
    
    
    42,872Other non-current liabilities
    
    
    9,718
    
    
    
    
    9,411Total Liabilities
    
    
    4,573,917
    
    
    
    
    2,963,111Commitments and contingenciesOwners equityOwners interest
    
    
    2,505,675
    
    
    
    
    1,064,445Accumulated deficit
    
    
    (49,360
    )
    
    
    
    Accumulated other comprehensive income
    
    
    1,492
    
    
    
    
    Total
Owners Equity
    
    
    2,457,807
    
    
    
    
    1,064,445Total Liabilities and Owners Equity
    
    $
    7,031,724
    
    
    
    $
    4,027,556
  2




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##### Table of Contents



Dex Media West LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)
 Successor Company
    
    
    

Predecessor
CompanyTwo Months
    
    
    
    One Month
    
    
    Three MonthsEnded
    
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    
    January 31,
    
    
    March 31,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005Net revenue
    
    $
    21,126
    
    
    
    $
    78,803
    
    
    $
    230,500ExpensesOperating expenses
    
    
    35,885
    
    
    
    
    32,265
    
    
    
    87,647General and administrative expenses
    
    
    9,261
    
    
    
    
    5,578
    
    
    
    10,794Depreciation and amortization
    
    
    23,556
    
    
    
    
    14,661
    
    
    
    52,028Total expenses
    
    
    68,702
    
    
    
    
    52,504
    
    
    
    150,469Operating (loss) income
    
    
    (47,576
    )
    
    
    
    26,299
    
    
    
    80,031Interest expense, net
    
    
    32,269
    
    
    
    
    17,700
    
    
    
    56,557(Loss) income before income taxes
    
    
    (79,845
    )
    
    
    
    8,599
    
    
    
    23,474(Benefit) provision for income taxes
    
    
    (30,485
    )
    
    
    
    3,424
    
    
    
    9,167Net (loss) income
    
    $
    (49,360
    )
    
    
    $
    5,175
    
    
    $
    14,307Comprehensive (Loss) IncomeNet (loss) income
    
    $
    (49,360
    )
    
    
    $
    5,175
    
    
    $
    14,307Unrealized gain on interest rate
swaps, net of tax
    
    
    1,492
    
    
    
    
    
    
    
    
    Comprehensive (loss) income
    
    $
    (47,868
    )
    
    
    $
    5,175
    
    
    $
    14,307
  3




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##### Table of Contents



Dex Media West LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.
Consolidated Statements of Cash Flows (Unaudited)
 Successor Company
    
    
    
    
    Predecessor CompanyTwo Months
    
    
    
    One Month
    
    
    Three MonthsEnded
    
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    
    January 31,
    
    
    March 31,(in thousands)
    
    2006
    
    
    
    2006
    
    
    2005Cash Flows from Operating ActivitiesNet (loss) income
    
    $
    (49,360
    )
    
    
    $
    5,175
    
    
    $
    14,307Reconciliation of net (loss) income to net cash provided
by operating activities:Depreciation and amortization
    
    
    23,556
    
    
    
    
    14,661
    
    
    
    52,028Deferred income taxes
    
    
    (30,485
    )
    
    
    
    3,424
    
    
    
    9,167(Benefit from) provision for bad debts
    
    
    (1,919
    )
    
    
    
    3,859
    
    
    
    5,850Stock-based compensation expense
    
    
    938
    
    
    
    
    1,587
    
    
    
    253Amortization
of debt fair value adjustment
    
    
    (2,617
    )
    
    
    
    
    
    
    
    Amortization of deferred financing costs
    
    
    342
    
    
    
    
    1,141
    
    
    
    5,226Loss on disposition of assets
    
    
    
    
    
    
    
    
    
    
    
    32Changes in operating assets and liabilities:Decrease (increase) in accounts receivable
    
    
    16,065
    
    
    
    
    (2,673
    )
    
    
    (10,140
    )(Increase) decrease in other assets
    
    
    (13,050
    )
    
    
    
    2,383
    
    
    
    (16,506
    )(Decrease) increase in accounts payable and
accrued liabilities
    
    
    (43,156
    )
    
    
    
    3,314
    
    
    
    (984
    )Increase in deferred directory revenue
    
    
    118,109
    
    
    
    
    110
    
    
    
    8,915(Decrease) increase in amounts due to affiliates
    
    
    3,237
    
    
    
    
    (253
    )
    
    
    (10,753
    )(Decrease) in other non-current
liabilities
    
    
    (5
    )
    
    
    
    (8
    )
    
    
    (79
    )Increase in amounts due to affiliate related to
post-retirement and other post-employment
benefits
    
    
    1,066
    
    
    
    
    534
    
    
    
    1,500Net cash provided by operating activities
    
    
    22,721
    
    
    
    
    33,254
    
    
    
    58,816Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (2,518
    )
    
    
    
    (538
    )
    
    
    (4,355
    )Net cash used in investing activities
    
    
    (2,518
    )
    
    
    
    (538
    )
    
    
    (4,355
    )Cash Flows from Financing ActivitiesRevolver borrowings
    
    
    105,000
    
    
    
    
    
    
    
    
    Revolver repayments
    
    
    (24,003
    )
    
    
    
    (5,000
    )
    
    
    Additional debt borrowings
    
    
    444,193
    
    
    
    
    
    
    
    
    Debt repayments
    
    
    (320,344
    )
    
    
    
    
    
    
    
    (55,000
    )Premium paid on debt redemption
    
    
    (2,914
    )
    
    
    
    
    
    
    
    Payment of debt refinance costs
    
    
    
    
    
    
    
    
    
    
    
    (258
    )(Decrease) increase in checks
not yet presented for payment
    
    
    36
    
    
    
    
    (491
    )
    
    
    119Distributions to Owner
    
    
    (240,058
    )
    
    
    
    (10,186
    )
    
    
    (8,255
    )Net cash used
in financing
activities
    
    
    (38,090
    )
    
    
    
    (15,677
    )
    
    
    (63,394
    )(Decrease) increase in cash
and cash equivalents
    
    
    (17,887
    )
    
    
    
    17,039
    
    
    
    (8,933
    )Cash and cash equivalents,
beginning of period
    
    
    17,887
    
    
    
    
    848
    
    
    
    8,933Cash and cash equivalents, end
of period
    
    $
    
    
    
    
    $
    17,887
    
    
    $
    Supplemental Information:Cash paid:Interest
    
    $
    69,920
    
    
    
    $
    8,746
    
    
    $
    65,692
  4




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##### Table of Contents



Dex Media West LLC
An Indirect Wholly-Owned Subsidiary of Dex Media, Inc.
Notes to Consolidated Financial Statements (Unaudited)  (tabular amounts in thousands, except share and per share data )
 1. Business and Basics of Presentation
   Significant Business Developments
    History
  2. Summary of Significant Accounting Policies
 Principles of Consolidation.
 5




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##### Table of Contents



Revenue Recognition. ®
 Accounting for
Advertising Barter Transactions
 Revenue Arrangements with Multiple Deliverables.
 Deferred Directory Costs.
 Cash and Cash Equivalents. .
 Accounts Receivable.
   Fixed Assets and Computer Software
 6




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##### Table of Contents



Interest Expense and Deferred Financing Costs.
 Advertising Expense.
 Concentration of Credit Risk.
   Derivative Financial Instruments.
 7




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##### Table of Contents



Income Taxes. Accounting for Income Taxes
 Stock-Based Awards
 Successor Company
   Share-Based Payment
 Accounting for Stock Issued to Employees
  Two Months Ended March 31, 2006As Reported
    
    
    Per APB No. 25Total stock-based compensation expense (benefit)
    
    $
    938
    
    
    $
    (31
    )Net loss
    
    
    (48,761
    )
    
    
    (48,752
    )
 8




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##### Table of Contents



Two Months EndedMarch 31, 2006Dividend yield
    
    0%Expected volatility
    
    24.57%Risk-free interest rate
    
    4.60%Expected life
    
    5 yearsForfeiture rate
    
    5.0%
    WeightedAverageExercise/Grant
    
    
    AggregateShares
    
    
    Price Per Share
    
    
    Intrinsic ValueDex Media stock-based awards converted on
January 31, 2006
    
    
    1,725,361
    
    
    $
    12.73
    
    
    $
    83,956Granted
    
    
    345,000
    
    
    
    64.17
    
    
    
    Exercised
    
    
    (889,504
    )
    
    
    10.80
    
    
    
    (45,000
    )Forfeitures
    
    
    
    
    
    
    
    
    
    
    Awards outstanding, March 31, 2006
    
    
    1,180,857
    
    
    $
    29.25
    
    
    $
    38,956Available for future grants at March 31, 2006
    
    
    143,739
   Stock Awards Outstanding
    
    

Stock Awards ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    
    
    
    
    
    Average
    
    WeightedRange of
    
    
    
    
    
    Remaining
    
    Average
    
    
    
    
    
    
    Remaining
    
    AverageExercise/Grant
    
    
    
    
    
    Contractual Life
    
    Exercise/Grant
    
    
    
    
    
    
    Contractual Life
    
    Exercise/GrantPrices
    
    Shares
    
    (In Years)
    
    Price Per Share
    
    
    Shares
    
    (In Years)
    
    Price Per Share$10.78
    
    
    761,121
    
    
    
    6.65
    
    
    $
    10.78
    
    
    
    
    587,445
    
    
    
    6.65
    
    
    $
    10.78$49.75-$53.14
    
    
    12,381
    
    
    
    9.13
    
    
    
    50.84
    
    
    
    
    
    
    
    
    
    
    
    $55.25-$64.26
    
    
    407,355
    
    
    
    7.18
    
    
    
    63.09
    
    
    
    
    23,815
    
    
    
    7.18
    
    
    
    56.511,180,857
    
    
    
    6.86
    
    
    $
    29.25
    
    
    
    
    611,260
    
    
    
    6.86
    
    
    $
    12.56
 9




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##### Table of Contents



Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageNon-vested Stock
    
    
    Grant Date Exercise
    
    
    Non-vested
    
    
    Grant Date ExerciseOptions and SARs
    
    
    Price Per Award
    
    
    Restricted Stock
    
    
    Value Per AwardNon-vested Dex
Media stock-based
awards converted on
January 31, 2006
    
    
    224,597
    
    
    $
    12.73
    
    
    
    
    
    
    
    Granted
    
    
    345,000
    
    
    
    64.17
    
    
    
    47,350
    
    
    $
    64.26Vested
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeitures
    
    
    
    
    
    
    
    
    
    
    450
    
    
    
    64.26Non-vested at March
31, 2006
    
    
    569,597
    
    
    $
    43.89
    
    
    
    46,900
    
    
    $
    64.26
     Predecessor Company
    10




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##### Table of Contents



WeightedWeighted
    
    
    
    
    
    
    AverageNumber of
    
    
    Average
    
    
    Aggregate
    
    
    RemainingNumber
    
    
    Shares
    
    
    Exercise
    
    
    Intrinsic
    
    
    ContractualOf Options
    
    
    Exercisable
    
    
    Price
    
    
    Value
    
    
    Life (Years)Options outstanding at January 1, 2006
    
    
    4,625,460
    
    
    
    
    
    
    $
    5.38Options exercisable at January 1, 2006
    
    
    
    
    
    
    2,341,773
    
    
    
    4.93Options:Granted
    
    
    Exercised
    
    
    620,110
    
    
    
    
    
    
    
    4.70
    
    
    $
    23.00Forfeited
    
    
    Options outstanding at January 31, 2006
    
    
    4,005,350
    
    
    
    
    
    
    
    5.48
    
    
    
    22.22
    
    
    
    7.53Options exercisable at January 31, 2006
    
    
    
    
    
    
    1,723,265
    
    
    
    5.03
    
    
    
    22.67
    
    
    
    7.45
 Accounting for Stock-Based Compensation,
 Three MonthsEnded March 31,2005Net IncomeAs reported
    
    $
    14,307Add: Stock-based employee
compensation expense included in
reported net income, net of related
tax effects
    
    
    155Deduct: Stock-based employee
compensation expense determined
under minimum value or fair value
based method, as applicable, for
all awards, net of related tax
effects
    
    
    (250
    )Pro forma
    
    $
    14,212
 Estimates.
 New Accounting Pronouncements.
  3. Donnelley Merger
 Determination of the Measurement Date for the Market Price of
Securities Issued in a Business Combination.
 11




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##### Table of Contents



4. Intangible Assets and Goodwill
 Successor Company
  Successor CompanyMarch 31, 2006Local
    
    
    National
    
    
    DirectoryCustomer
    
    
    CMR
    
    
    Services
    
    
    Trade
    
    
    AdvertisingRelationships
    
    
    Relationships
    
    
    Agreements
    
    
    Names
    
    
    Commitment
    
    
    TotalFair value
    
    $
    500,000
    
    
    $
    120,000
    
    
    $
    4,240,000
    
    
    $
    280,000
    
    
    $
    15,000
    
    
    $
    5,155,000Accumulated
amortization
    
    
    
    
    
    
    (638
    )
    
    
    (16,706
    )
    
    
    (3,111
    )
    
    
    (486
    )
    
    
    (20,941
    )Net intangible
assets
    
    $
    500,000
    
    
    $
    119,362
    
    
    $
    4,223,294
    
    
    $
    276,889
    
    
    $
    14,514
    
    
    $
    5,134,059
    Goodwill and Other Intangible Assets,
 12




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##### Table of Contents



Predecessor Company
  Predecessor CompanyDecember 31, 2005Local
    
    
    National
    
    
    Non-Compete/
    
    
    
    
    
    
    Qwest DexCustomer
    
    
    CMR
    
    
    Publishing
    
    
    Dex
    
    
    Trademark
    
    
    AdvertisingRelationships
    
    
    Relationships
    
    
    Agreements
    
    
    Trademark
    
    
    Agreement
    
    
    Commitment
    
    
    TotalFair value
    
    $
    890,000
    
    
    $
    252,000
    
    
    $
    359,000
    
    
    $
    385,000
    
    
    $
    65,000
    
    
    $
    26,000
    
    
    $
    1,977,000Accumulated
amortization
    
    
    (363,356
    )
    
    
    (74,482
    )
    
    
    (21,177
    )
    
    
    
    
    
    
    (35,786
    )
    
    
    (4,234
    )
    
    
    (499,035
    )Net intangible
assets
    
    $
    526,644
    
    
    $
    177,518
    
    
    $
    337,823
    
    
    $
    385,000
    
    
    $
    29,214
    
    
    $
    21,766
    
    
    $
    1,477,965
   5. Long-Term Debt
  Successor
    
    
    
    PredecessorCompany
    
    
    
    CompanyMarch 31,
    
    
    
    December 31,2006
    
    
    
    2005Credit Facility
    
    $
    1,678,938
    
    
    
    $
    1,187,6618.5% Senior Notes, due 2010
    
    
    406,332
    
    
    
    
    385,0005.875% Senior Notes, due 2011
    
    
    8,721
    
    
    
    
    300,0009.875% Senior Subordinated Notes, due 2013
    
    
    838,934
    
    
    
    
    761,800Total
    
    
    2,932,925
    
    
    
    
    2,634,461Less: current portion
    
    
    206,823
    
    
    
    
    110,362Long-term debt
    
    $
    2,726,102
    
    
    
    $
    2,524,099
 Credit Facilities
  13




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##### Table of Contents




    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan Chase
Bank, N.A., plus a 0.25% margin on the Revolver and Term Loan A, a 0.75% margin on Term
Loan B, and a 0.50% margin on Term Loan B-1; and (ii) the Federal Funds Effective Rate (as
defined) plus 0.50%, plus a 0.25% margin on the Revolver and Term Loan A, a 0.75% margin on
Term Loan B, and a 0.50% margin on Term Loan B-1; or
    
    LIBOR rate plus a 1.25% margin on the Revolver and Term Loan A, 1.75% margin on Term
Loan B, and a 1.50% margin on Term Loan B-1. We may elect interest periods of 1, 2, 3, or
6, (or 9 or 12 months if, at the time of the borrowing all lenders agree to make such term
available) for LIBOR borrowings.
   Notes
    Impact of Donnelley Merger
   Credit Facility
    
    $
    8.5% Senior Notes due 2010
    
    
    22,1385.875% Senior Notes due 2011
    
    
    619.875% Senior Subordinated Notes due 2013
    
    
    79,037Total
    
    $
    101,236
    14




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##### Table of Contents



6. Benefit Plans
 Retirement Plans.
 Savings Plan.
 Other Postretirement Benefits.
 Employers Disclosures About Pension and Other Postretirement
Benefits (Revised 2003)
 Successor Company
    
    
    
    
    
    
    
    Predecessor CompanyTwo Months
    
    
    
    One Month
    
    
    Three MonthsEnded
    
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    
    January 31,
    
    
    March 31,2006
    
    
    
    2006
    
    
    2005Pension
    
    
    Post-Retirement
    
    
    
    Pension
    
    
    Post-Retirement
    
    
    Pension
    
    
    Post-RetirementBenefit
    
    
    Benefits
    
    
    
    Benefit
    
    
    Benefits
    
    
    Benefit
    
    
    BenefitsService cost
    
    $
    795
    
    
    $
    218
    
    
    
    $
    398
    
    
    $
    94
    
    
    $
    1,556
    
    
    $
    371Interest cost
    
    
    912
    
    
    
    296
    
    
    
    
    494
    
    
    
    173
    
    
    
    1,713
    
    
    
    471Expected return on plan assets
    
    
    (956
    )
    
    
    
    
    
    
    
    (594
    )
    
    
    
    
    
    
    (2,127
    )
    
    
    Unrecognized prior service costs
    
    
    9
    
    
    
    22
    
    
    
    
    (9
    )
    
    
    (22
    )
    
    
    
    
    
    
    (57
    )Net periodic benefit cost
    
    $
    760
    
    
    $
    536
    
    
    
    $
    289
    
    
    $
    245
    
    
    $
    1,142
    
    
    $
    785
  7. Business Segments
  8. Commitments and Contingencies
 Litigation.
   Collective Bargaining Agreement.
 9. Related Party Transactions
  15




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##### Table of Contents



10. Subsequent Events
  Initial Amount ofEurodollar Loans
    
    
    Base Rate Loans
    
    
    Facility/CommitmentRevolver
    
    
    1.25%
    
    
    
    0.25%
    
    
    $100.0 millionTranche A Term Loans
    
    
    1.25%
    
    
    
    0.25%
    
    
    $960.0 millionTranche B-1 Term Loans
    
    
    1.50%
    
    
    
    0.50%
    
    
    $503.0 millionTranche B-2 Term Loans
    
    
    1.50%
    
    
    
    0.50%
    
    
    $834.3 million
 
 Item 2. Managements Narrative Analysis of Results of
Operations
 Forward-Looking Information
  Significant Business Developments
  Corporate Overview
    Segment Reporting
  New Accounting Pronouncements
   16




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##### Table of Contents





Factors Affecting Comparability




RESULTS OF OPERATIONS, INCLUDING COMBINED RESULTS


In addition to the GAAP presentation of results for the two months ended March 31, 2006, the one
month ended January 31, 2006 and the three months ended March 31, 2005, we have provided the
following combined results of Dex Media West for the three months ended March 31, 2006 because we
believe that such financial information is important to gain an understanding of the impact
of the Donnelley Merger on Dex Media Wests underlying historical performance and future financial
results. The financial information for the combined three months ended March 31, 2006 includes
the financial information of the Predecessor Company for the one month ended January 31, 2006 and
of the Successor Company for the two months ended March 31, 2006. Although we have provided these
combined results in order to provide a more meaningful discussion of the periods presented, the
results of periods presented are not strictly comparable due to the change in basis of assets that
resulted from the Donnelley Merger.


Combined three months ended March 31, 2006 and the three months ended March 31, 2005


Net Revenue




Successor
    
    
    
    Predecessor
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyTwo Months
    
    
    
    One Month
    
    
    Three Months
    
    
    Three MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    
    January 31,
    
    
    March 31,
    
    
    March 31,2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Net directory advertising revenue
    
    $
    19,583
    
    
    
    $
    77,194
    
    
    $
    96,777
    
    
    $
    227,934
    
    
    $
    (131,157
    )Other revenue
    
    
    1,543
    
    
    
    
    1,609
    
    
    
    3,152
    
    
    
    2,566
    
    
    
    586Total
    
    $
    21,126
    
    
    
    $
    78,803
    
    
    $
    99,929
    
    
    $
    230,500
    
    
    $
    (130,571
    )


17




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##### Table of Contents



Expenses
  Successor
    
    
    
    Predecessor
    
    
    
    
    
    
    PredecessorCompany
    
    
    
    Company
    
    
    Combined
    
    
    CompanyTwo Months
    
    
    
    One Month
    
    
    Three Months
    
    
    Three MonthsEnded
    
    
    
    Ended
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    
    January 31,
    
    
    March 31,
    
    
    March 31,2006
    
    
    
    2006
    
    
    2006
    
    
    2005
    
    
    $ Change(amounts in thousands)Operating expenses
    
    $
    35,885
    
    
    
    $
    32,265
    
    
    $
    68,150
    
    
    $
    87,647
    
    
    $
    (19,497
    )G&A expenses
    
    
    9,261
    
    
    
    
    5,578
    
    
    
    14,839
    
    
    
    10,794
    
    
    
    4,045D&A expenses
    
    
    23,556
    
    
    
    
    14,661
    
    
    
    38,217
    
    
    
    52,028
    
    
    
    (13,811
    )Total
    
    $
    68,702
    
    
    
    $
    52,504
    
    
    $
    121,206
    
    
    $
    150,469
    
    
    $
    (29,263
    )
  Operating Expenses
 TM
 General and Administrative Expenses
  18




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##### Table of Contents



Depreciation and Amortization Expenses
  Operating (Loss) Income
   Successor
    
    
    Predecessor
    
    
    
    PredecessorCompany
    
    
    Company
    
    Combined
    
    CompanyTwo Months
    
    
    One Month
    
    Three Months
    
    Three MonthsEnded
    
    
    Ended
    
    Ended
    
    EndedMarch 31,
    
    
    January 31,
    
    March 31,
    
    March 31,2006
    
    
    2006
    
    2006
    
    2006
    
    $ Change(amounts in thousands)Total
    

    $
    (47,576
    )
    
    
    $
    26,299
    
    
    $
    (21,277
    )
    
    $
    80,031
    
    
    $
    (101,308
    )   Interest Expense, Net
  Income Taxes
  19




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures.
 (b) Changes in Internal Control Over Financial Reporting.
 20




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##### Table of Contents



PART II.
OTHER INFORMATION
 
 Item 1. Legal Proceedings
    
 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
  21




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##### Table of Contents



Item 6.
 ExhibitNumber
    
    Document2.1+
    
    Agreement of Merger of Dex Media West LLC and GPP LLC, dated September 9, 2003.2.2+
    
    Purchase Agreement, dated as of August 19, 2002, by and between Qwest Dex, Inc., Qwest Services
Corporation, and Qwest Communications International Inc., on the one hand, and Dex Holdings LLC, on
the other hand.2.3+
    
    Amendment No. 1 dated September 9, 2003 to Purchase Agreement, dated as of August 19, 2002, by and
between Qwest Dex, Inc., Qwest Services Corporation, and Qwest Communications International Inc., on
the one hand, and Dex Holdings LLC, on the other hand.2.4
    
    Agreement and Plan of Merger, dated as of October 3, 2005, by and among Dex Media, Inc., R.H.
Donnelley Corporation and Forward Acquisition Corp. (incorporated by
reference to Exhibit 2.1 of R.H. Donnelley Corporations
Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 6, 2005, Commission File
No. 001-07155).3.1+
    
    Certificate of Formation of Dex Media West LLC (f/k/a GPP LLC), filed August 2, 2002.3.2+
    
    Certificate of Amendment of Certificate of Formation of Dex Media West LLC (f/k/a GPP LLC), filed
September 9, 2003.3.3+
    
    Certificate of Merger of GPP LLC and Dex Media West LLC, filed September 9, 2003.3.4+
    
    Certificate of Amendment of Certificate of Formation of Dex Media West LLC, filed October 6, 2003.3.5+
    
    Certificate of Incorporation of Dex Media West Finance Co., filed July 29, 2003.3.6+
    
    Amended and Restated Limited Liability Company Agreement of Dex Media West LLC, dated September 9,
2003.3.7+
    
    By-laws of Dex Media West Finance Co.4.1+
    
    Senior Note Indenture with respect to the 8 1/2% Senior Notes due 2010, among Dex Media West LLC, Dex
Media West Finance Co. and U.S. Bank National Association, as trustee, dated August 29, 2003.4.2+
    
    Form of 8 1/2% Senior Notes due 2002 (included in exhibit 4.1)4.3+
    
    Senior Subordinated Note Indenture with respect to the 9 7/8% Senior Subordinated Notes due 2013,
among Dex Media West LLC, Dex Media West Finance Co. and U.S. Bank National Association, as trustee,
dated August 29, 2003.4.4+
    
    Form of 9 7/8% Senior Subordinated Notes due 2013 (included in exhibit 4.3)4.5++
    
    Indenture with respect to the 5 7/8% Senior Notes due among Dex Media West LLC, Dex Media West
Finance Co. and U.S. Bank National Association, as trustee, dated November 24, 2004.4.6++
    
    Form of 5 7/8% Senior Notes due 2011 (included in exhibit 4.5)10.1+
    
    Credit Agreement, dated as of September 9, 2003, among Dex Media, Inc., Dex Media West, Inc., Dex
Media West LLC, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and Banc of
America Securities LLC, as joint bookrunners and joint lead arrangers, and Bank of America, N.A.,
Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust Company
Americas, as co-syndication agents.
 22




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##### Table of Contents



ExhibitNumber
    
    Document10.2+
    
    First Amendment, dated as of October 31, 2003, to the Credit Agreement, dated as of September 9,
2003, among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, as
administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint
bookrunners and joint lead arrangers, and Bank of America, N.A., Wachovia Bank, National Association,
Lehman Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as co-syndication agents.10.3+
    
    Guarantee and Collateral Agreement, dated as of September 9, 2003, among Dex Media West, Inc., Dex
Media West LLC, Dex Media West Finance Co. and JPMorgan Chase Bank, as collateral agent.10.4+
    
    Billing and Collection Agreement, dated as of September 1, 2003, by and between Qwest Corporation and
Dex Media West LLC (f/k/a GPP LLC).10.5+
    
    Non-Competition and Non-Solicitation Agreement, dated November 8, 2002, by and among Dex Media East
LLC (f/k/a SGN LLC), Dex Media West LLC (f/k/a GPP LLC), Dex Holdings LLC and Qwest Corporation,
Qwest Communications International Inc. and Qwest Dex, Inc.10.6+
    
    Management Consulting Agreement among Dex Media West LLC and The Carlyle Group dated September 9,
2003.10.7+
    
    Management Consulting Agreement among Dex Media West LLC and Welsh, Carson, Anderson and Stowe dated
September 9, 2003.10.8+
    
    Equityholders Agreement of Dex Holdings LLC among Carlyle Partners III, L.P., CP III Coinvestment
L.P., Carlyle Dex Partners II, L.P., Carlyle High Yield Partners, L.P., Welsh, Carson, Anderson &
Stowe IX, L.P., WD GP Associates LLC, WD Investors LLC and A.S.F. Co-Investment Partners, L.P., dated
November 8, 2002.10.9+
    
    Joinder Agreement to the Dex Holdings LLC Equityholders Agreement, effective as of April 30, 2003.10.10+
    
    Agreement Among Members (Dex Holdings LLC) among Carlyle Partners III, L.P., Carlyle-Dex Partners
L.P., Carlyle-Dex Partners II L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD Investors LLC, Dex
Holdings LLC, Dex Media, Inc., Dex Media East, Inc. and Dex Media East LLC, dated November 8, 2002.10.11+
    
    First Amendment to the Agreement Among Members (Dex Holdings LLC) among Carlyle Partners III, L.P.,
Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P., Welsh, Carson, Anderson & Stowe IX, L.P., WD
Investors LLC, Dex Holdings LLC, Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC, Dex Media
West, Inc. and Dex Media West LLC, dated November 8, 2002.10.12+
    
    Publishing Agreement by and among Dex Holdings LLC, Dex Media East LLC (f/k/a SGN LLC), Dex Media
West LLC (f/k/a/GPP LLC) and Qwest Corporation, dated November 8, 2003.10.13+*
    
    Employment Agreement, effective as of November 8, 2002, by and between George Burnett and Dex Media,
Inc.10.14+*
    
    Employment Agreement, effective as of January 2, 2003, by and between Robert M. Neumeister, Jr. and
Dex Media, Inc.10.15+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Marilyn B. Neal and Dex Media,
Inc.10.16+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Maggie Le Beau and Dex Media,
Inc.10.17+*
    
    Employment Agreement, effective as of January 2, 2003, by and between Linda Martin and Dex Media, Inc.10.18+*
    
    Employment Agreement, effective as of November 8, 2002, by and between Kristine Shaw and Dex Media,
Inc.10.19+*
    
    Amended and Restated Management Stockholders Agreement of Dex Media, Inc., entered into as of
November 11, 2003, by and among Dex Media, Inc., Dex Holdings LLC, and those members of management
who become parties thereto from time to time.
 23




---



##### Table of Contents



ExhibitNumber
    
    Document10.20+*
    
    Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002.10.21+*
    
    First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003.10.22+*
    
    Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003.10.23+
    
    Employee Cost Sharing Agreement, by and among Dex Media Service LLC, Dex Media East LLC and Dex Media
West LLC, effective as of December 31, 2003.10.24+
    
    Shared Services Agreement, by and among Dex Media, Inc., Dex Media East LLC, Dex Media West LLC, and
any direct or indirect subsidiary of Dex Media that becomes a party thereto, effective as of December
31, 2003.10.25+
    
    Intercompany License Agreement, by and among Dex Media, Inc., Dex Media East LLC and Dex Media West
LLC, effective as of September 9, 2003.10.26
    
    Second Amendment, dated as of June 11, 2004, to the Credit Agreement, dated as of September 9, 2003,
among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, J.P. Morgan Chase Bank, as
administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint
bookrunners and joint lead arrangers, and Bank of America, N.A., Wachovia Bank, National Association,
Lehman Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as co-syndication agents
(incorporated by reference to Exhibit 99.1 to our Form 8-K filed with the Securities and Exchange Commission on June 21, 2004).10.27++
    
    Third Amendment, dated as of November 24, 2004, to the Credit Agreement, dated as of September 9,
2003, among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A.
(formerly known as JPMorgan Chase Bank), as administrative agent, J.P. Morgan Securities Inc. and
Banc of America Securities LLC, as joint bookrunners and joint lead arrangers, and Bank of America,
N.A., Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust
Company Americas, as co-syndication agents.10.28*
    
    Dex Media, Inc. 2004 Incentive Award Plan (incorporated by reference to Dex Media Inc.s Registration
Statement on Form S-8 (File No. 333-120631), filed on November 19, 2004).10.29*
    
    Dex Media, Inc. Senior Executive Incentive Bonus Plan (incorporated by reference to Dex Media Inc.s
Current Report on Form 8-K dated February 17, 2005, File No. 001-32249).10.30*
    
    Form of Restricted Stock Agreement pursuant to the 2004 Incentive Award Plan of Dex Media, Inc.
(incorporated by reference to Dex Media, Inc.s Current Report on Form 8-K dated March 4, 2005, File
No. 001-32249).10.31
    
    Master Agreement for Printing Services dated as of March 31, 2005, by and between Dex Media, Inc., on
behalf of itself and it subsidiaries Dex Media East LLC and Dex Media West LLC, and Quebecor World
(USA) Inc. (incorporated by reference to Exhibit 10.3 to Dex Media, Inc.s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005, Commission File No. 1-32249).10.32*
    
    Dex Media, Inc. Deferred Compensation Plan (incorporated by reference to Dex Media Inc.s Current
Report on Form 8-K dated May 17, 2005).10.33*
    
    Dex Media, Inc. Corporate Aircraft Policy (incorporated by reference to Dex Media Inc.s Current
Report on Form 8-K dated May 17, 2005).10.34*
    
    Dex Media, Inc. Financial Planning Benefit (incorporated by reference to Dex Media Inc.s Current
Report on Form 8-K dated May 17, 2005).10.35*
    
    Dex Media, Inc. 2005 Bonus Plan Targets (incorporated by reference to Dex Media Inc.s Current Report
on Form 8-K dated May 17, 2005)
 24




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##### Table of Contents



ExhibitNumber
    
    Document10.36
    
    Fourth Amendment, dated as of June 16, 2005, to the Credit Agreement dated as of September 9, 2003,
as amended and restated as of July 27, 2004, by and among Dex Media, Inc., Dex Media West, Inc., Dex
Media West LLC, JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities Inc. and
Banc of America Securities LLC, as joint bookrunners and co-lead arrangers, and Bank of America,
N.A., Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust
Company Americas, as co-syndication agents (incorporated by reference
to Exhibit 10.5 to Dex Media, Inc.s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2005,
Commission File No. 1-32249).10.37*
    
    Retirement and General Release Agreement dated October 5, 2005, by and between Dex Media, Inc. and
Robert M. Neumeister, Jr. (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K
dated October 2, 2005).10.39*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and George Burnett
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18, 2005).10.40*
    
    Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and Marilyn Neal (incorporated
by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October 18, 2005).10.41*
    
    Form of Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and each of its Senior
Vice Presidents (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated
October 18, 2005).10.42*
    
    Form of Letter Agreement dated October 2, 2005, by and between Dex Media, Inc. and each of its Vice
Presidents (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated October
18, 2005).10.43*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Linda A. Martin
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K/A dated December 21, 2005).10.44*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and George A. Burnett
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.45*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Scott A. Pomeroy
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.46*
    
    Form of Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and each of its
Senior Vice Presidents and Vice Presidents (incorporated by reference to Dex Media Inc.s Current
Report on Form 8-K dated December 19, 2005).10.47*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Robert M. Neumeister,
Jr. (incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19,
2005).10.48*
    
    Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Marilyn B. Neal
(incorporated by reference to Dex Media Inc.s Current Report on Form 8-K dated December 19, 2005).10.49
    
    Amended and Restated Credit Agreement, dated January 31, 2006, by and among Dex Media, Inc. (f/k/a
Forward Acquisition Corp.), Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A., as
administrative agent, and the other entities from time to time parties thereto (incorporated by
reference to Exhibit 10.1 to Dex Media, Inc.s Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 6, 2006, Commission File
No. 333-131626).10.50
    
    Reaffirmation Agreement, dated January 31, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex
Media West LLC, Dex Media West Finance Co. and JPMorgan Chase Bank, N.A., as collateral agent
(incorporated by reference to Exhibit 10.2 to Dex Medias Current Report of Form 8-K filed with the Securities and
Exchange Commission on February 6, 2006, Commission File
No. 333-131626).
 25




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##### Table of Contents



ExhibitNumber
    
    Document10.51
    
    First Amendment, dated as of April 24, 2006, to the Credit Agreement, dated as of September 9, 2003,
as amended and restated as of January 31, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex
Media West LLC, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, and the other agents parties thereto (incorporated by
reference to Exhibit 10.1 to Dex Media, Inc.s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on April 28, 2006, Commission File
No. 333-131626).10.52
    
    Reaffirmation Agreement, dated as of April 24, 2006, among Dex Media, Inc., Dex Media West, Inc., Dex
Media West LLC, Dex Media West Finance Co. and JPMorgan Chase Bank, N.A., as collateral agent
(incorporated by reference to Exhibit 10.2 to Dex Media, Inc.s Current Report on Form 8-K, filed
with the Securities and Exchange Commission on April 28, 2006, Commission File
No. 333-131626).31.1+++
    
    Certification of Quarterly Report on Form 10-Q for the period ended March 31, 2006 by Peter J. McDonald, President
and Chief
Operating 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, 2006 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, 2006 under Section 906
of the Sarbanes-Oxley Act by Peter J. McDonald, President and Chief
Operating Officer, and Steven M. Blondy, Executive Vice President
and Chief Financial Officer of Dex Media West LLC.
 
 +
    
    Incorporated by reference to our Registration Statement on Form S-4
(File No. 333-112694), declared effective on May 14, 2004.++
    
    Incorporated by reference to our Registration Statement on Form S-4
(File No. 333- 121259), declared effective on February 3, 2005.+++
    
    Filed herewith.*
    
    Identifies each management contract or compensatory plan or arrangement. 26




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##### Table of Contents



SIGNATURE
  DEX MEDIA WEST LLCBy:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)  27




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##### Table of Contents



Exhibit Index
 Exhibit 31.1*
    
    Certification of Quarterly Report on Form 10-Q for the
period ended March 31, 2006 by Peter J. McDonald,
President and Chief Operating 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, 2006 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, 2006 under Section 906 of the
Sarbanes Oxley Act by Peter J. McDonald, President and
Chief Operating Officer, and Steven M. Blondy, Executive Vice President and Chief
Financial Officer, of Dex Media West LLC.
 *
    
    Filed herewith.