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 ~~September~~March 3031, ~~2007~~2009


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-112694

DEX MEDIA WEST LLC

(Exact name of registrant as specified in its charter)


Delaware		25-1903487

(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1001 Winstead Drive, Cary, N.C.		27513

(Address of principal executive offices)		(Zip Code)

(919) 297-1600 ~~(Registrant’s telephone number, including area code)~~

~~N/A~~ (~~Former~~Registrant’s ~~Name,~~telephone ~~Former Address and Former Fiscal Year~~number, ifincluding ~~Changed~~area ~~Since Last Report~~code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o N/A

~~Indicate~~(Former ~~by check mark whether the registrant is a large accelerated filer~~Name, anFormer ~~accelerated~~Address ~~filer, or a non-accelerated filer. See definition of “accelerated filer~~ and ~~large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):~~ Former

~~Large~~Fiscal ~~Accelerated~~Year, ~~Filer~~if ~~o Accelerated~~Changed ~~Filer~~Since ~~o Non-Accelerated~~Last ~~Filer þ~~Report)

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of ~~November~~April 115, ~~2007~~2009, R.H. Donnelley Corporation indirectly owned all of the registrant’s ~~owner’s~~ equity.

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

Beginning with the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended June 30, 2007, Dex Media West LLC has modified its periodic reporting as compared to previously filed Quarterly Reports. Although this Form 10-Q contains all information required by applicable rules and regulations, it does not repeat certain information contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “Form 10-K”). As a result, this Form 10-Q should be read together with the Form 10-K.


		PAGE
PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets at March 31, 2009 and December 31, 2008		3

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2009 and 2008		4

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008		5

Notes to Condensed Consolidated Financial Statements		6

Item 2. Management’s Narrative Analysis of Results of Operations*		17

Item 3. Quantitative and Qualitative Disclosures About Market Risk**		26

Item 4. Controls and Procedures		26

PART II: OTHER INFORMATION

Item 1. Legal Proceedings		27

Item 1A. Risk Factors		27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***		27

Item 3. Defaults Upon Senior Securities***		27

Item 4. Submission of Matters to a Vote of Security Holders***		27

Item 5. Other Information		27

Item 6. Exhibits		28

SIGNATURES		29
EX-31.1
EX-31.2
EX-32.1

	PAGE
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at September 30, 2007 and December 31, 2006 (Successor Company)		3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended September 30, 2007 and September 30, 2006 (Successor Company)		4
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Nine Months Ended September 30, 2007, the Eight Months Ended September 30, 2006 (Successor Company) and the One Month Ended January 31, 2006 (Predecessor Company)		5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007, the Eight Months Ended September 30, 2006 (Successor Company) and the One Month Ended January 31, 2006 (Predecessor Company)		6
Notes to Condensed Consolidated Financial Statements		7
Item 2. Management’s Narrative Analysis of Results of Operations*		14
Item 3. Quantitative and Qualitative Disclosures About Market Risk**		19
Item 4. Controls and Procedures		19
PART II: OTHER INFORMATION
Item 1. Legal Proceedings		20
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds***		20
Item 3. Defaults Upon Senior Securities***		20
Item 4. Submission of Matters to a Vote of Security Holders***		20
Item 5. Other Information		20
Item 6. Exhibits		21
SIGNATURES		22
Exhibit 31.1
Exhibit 31.2
Exhibit 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.

PART I. FINANCIAL INFORMATION

Item I. Financial Statements

Dex Media West LLC

Condensed Consolidated Balance Sheets (Unaudited)

	Successor Company
(in thousands)	March 31, 2009			December 31, 2008
(in thousands)	September 30, 2007			December 31, 2006
Assets
Current Assets
Cash and cash equivalents	$	388,~~756~~585		$	2871,~~358~~306
Accounts receivable
Billed		8397,~~208~~875			67108,~~539~~289
Unbilled		~~276~~255,~~707~~063			~~306~~287,~~016~~794
Allowance for doubtful accounts and sales claims		(15,177	)		(10,803	)
Allowance for doubtful billed accounts and sales claims		(20,404	)		(21,352	)
Net accounts receivable		~~344~~332,~~738~~534			~~362~~374,~~752~~731
Deferred directory costs		67,805			88,226
Intercompany loan
Short-term deferred income taxes, net		38,575			12,505
receivable		75,000			—
Prepaid expenses and other current assets		38,093			29,416
Deferred directory costs		56,792			64,179
Total current assets		492,967			521,257
Short-term deferred income taxes, net		11,446			11,168
Fixed assets and computer software, net		39,692			34,656
Prepaid expenses and other current assets		16,126			23,670
Other non-current assets		8,696			10,668
Total current assets		580,483			545,054
Intangible assets, net		4,903,836			5,034,651
Fixed assets and computer software, net		43,141			44,708
Goodwill		1,364,106			1,368,789
Other non-current assets		44,760			46,258
Total Assets	$	6,809,297		$	6,970,021
Intangible assets, net		4,288,922			4,344,066
Total assets	$	4,957,306		$	4,980,086
Liabilities and Owner’s Equity
Current Liabilities
Accounts payable and accrued liabilities	$	3118,~~166~~812		$	2127,~~945~~741
Affiliates payable, net		~~183~~263,~~153~~569			84253,~~011~~423
Accrued interest		2520,~~806~~214			5550,~~663~~195
Deferred directory revenue		~~420~~362,~~147~~265			~~465~~414,~~409~~144
Current portion of long-term debt		~~140~~22,~~215~~500			~~134~~16,~~552~~875
Total current liabilities		~~800~~687,~~487~~360			~~761~~762,~~580~~378
Long-term debt		2,~~251~~362,~~649~~249			2,~~561~~281,~~879~~560
Amount due to affiliate primarily related to post-retirement and other post-employment obligations		56,558			56,558
Deferred income taxes, net		694,883			699,695
Deferred income taxes, net		1,289,022			1,227,796
Other non-current liabilities		20,154			19,023
Other non-current liabilities		19,080			15,909
Total liabilities		3,764,646			3,762,656
Total liabilities		4,416,796			4,623,722
Commitments and contingencies
Owner’s Equity
Owner’s interest		2,~~480~~208,~~325~~753			2,~~480~~241,~~325~~276
Accumulated deficit		(831,~~975~~013,564	)		(~~132~~1,~~230~~021,317	)
Accumulated other comprehensive loss		(32,~~849~~529	)		(12,~~796~~529	)
Total owner’s equity		21,~~392~~192,~~501~~660			21,~~346~~217,~~299~~430
Total Liabilities and Owner’s Equity	$	6,809,297		$	6,970,021
Total liabilities and owner’s equity	$	4,957,306		$	4,980,086

The accompanying notes are an integral part of the condensed consolidated financial statements.

Dex Media West LLC

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

	Successor Company
	Three months ended
	Three Months			Three Months
	March 31,
	Ended			Ended
(in thousands)	2009			2008
	September 30,			September 30,
Net revenues	$	211,277		$	236,155
(in thousands)	2007			2006
Expenses:
Net revenue	$	236,524		$	131,687
Production, publication and distribution expenses (exclusive of depreciation and amortization shown separately below)		29,522			34,063
Expenses
Selling and support expenses		55,183			56,711
Cost of revenue (exclusive of depreciation and amortization shown separately below)		90,833			82,270
General and administrative expenses		9,954			8,241
General and administrative expenses		7,363			10,041
Depreciation and amortization		58,599			49,169
Depreciation and amortization		48,880			35,331
Impairment charges		—			1,062,967
Total expenses		~~147~~153,~~076~~258			~~127~~1,~~642~~211,151
Operating income		89,448			4,045
Operating income (loss)		58,019			(974,996	)
Interest expense, net		(44,~~844~~783	)		48(41,~~609~~276	)
Income (loss) before income taxes		4413,~~604~~236			(441,~~564~~016,272	)
Provision (benefit) for income taxes		16,629			(17,365	)
(Provision) benefit for income taxes		(5,483	)		379,129
Net income (loss)	$	277,~~975~~753		$	(27637,~~199~~143	)
Comprehensive Income (Loss)
Net income (loss)	$	277,~~975~~753		$	(27637,~~199~~143	)
Unrealized loss on interest rate swaps, net of tax		~~(3,726~~—	)		(85,~~151~~815	)
Comprehensive income (loss)	$	247,~~249~~753		$	(35642,~~350~~958	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

Dex Media West LLC

Condensed Consolidated Statements of ~~Operations~~Cash ~~and~~Flows ~~Comprehensive Income~~ (~~Loss) (~~Unaudited)

							Predecessor
	Three months ended March 31,
	Successor Company						Company
(in thousands)	2009			2008
	Nine Months			Eight Months			One Month
Cash Flows from Operating Activities
	Ended			Ended			Ended
Net income (loss)	$	7,753		$	(637,143	)
	September 30,			September 30,			January 31,
Reconciliation of net income (loss) to net cash provided by operating activities:
(in thousands)	2007			2006			2006
Impairment charges		—			1,062,967
Net revenue	$	705,953		$	235,970		$	78,803
Depreciation and amortization		58,599			49,169
Expenses
Deferred income tax benefit		(5,090	)		(379,723	)
Cost of revenue (exclusive of depreciation and amortization shown separately below)		285,638			187,214			33,598
Provision for bad debts		16,269			11,639
General and administrative expenses		28,853			30,041			4,991
Stock-based compensation expense		1,391			3,163
Depreciation and amortization		141,934			94,565			14,661
Amortization of debt fair value adjustment		(3,687	)		(3,415	)
Total expenses		456,425			311,820			53,250
Amortization of deferred financing costs		1,865			393
Operating income (loss)		249,528			(75,850	)		25,553
Interest rate swap ineffectiveness		(3,021	)		—
Interest expense, net		138,817			131,666			17,700
Changes in assets and liabilities:
Income (loss) before income taxes		110,711			(207,516	)		7,853
Decrease in accounts receivable		25,930			17,577
Provision (benefit) for income taxes		42,456			(80,752	)		3,134
Decrease in other assets		14,562			13,761
Net income (loss)	$	68,255		$	(126,764	)	$	4,719
Decrease in accounts payable and accrued liabilities and accrued interest		(38,347	)		(35,328	)
Comprehensive Income (Loss)
Decrease in deferred directory revenues		(51,879	)		(39,898	)
Net income (loss)	$	68,255		$	(126,764	)	$	4,719
Increase (decrease) in affiliates payable		8,759			(19,799	)
Unrealized loss on interest rate swaps, net of tax		(2,053	)		(3,096	)		—
Increase (decrease) in other non-current liabilities		1,147			(2,927	)
Comprehensive income (loss)	$	66,202		$	(129,860	)	$	4,719
Net cash provided by operating activities		34,251			40,436
Cash Flows from Investing Activities
Intercompany loan		(75,000	)		—
Additions to fixed assets and computer software		(1,890	)		(3,914	)
Net cash used in investing activities		(76,890	)		(3,914	)
Cash Flows from Financing Activities
Credit facility repayments		—			(27,530	)
Revolver borrowings		90,000			79,800
Revolver repayments		—			(92,700	)
Increase in checks not yet presented for payment		2,441			1,448
Distributions to owner		(32,523	)		—
Excess tax benefits from exercise of stock options		—			1,076
Net cash provided by (used in) financing activities		59,918			(37,906	)
Increase (decrease) in cash and cash equivalents		17,279			(1,384	)
Cash and cash equivalents, beginning of period		71,306			7,992
Cash and cash equivalents, end of period	$	88,585		$	6,608
Supplemental Information:
Cash paid:
Interest, net	$	78,831		$	72,501

The accompanying notes are an integral part of the condensed consolidated financial statements.

Dex Media West LLC

Notes to Condensed Consolidated Financial Statements ~~of Cash Flows~~ (Unaudited)

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

(tabular amounts in thousands)

~~The~~1. ~~accompanying~~Business ~~notes~~and ~~are~~Basis ~~an integral part~~ of ~~the condensed consolidated financial statements.~~Presentation

Dex Media West LLC is a subsidiary of Dex Media West, Inc. and an indirect wholly-owned subsidiary of Dex Media, Inc. (“Dex Media” or “Owner”). Dex Media is a direct wholly-owned subsidiary of R.H. Donnelley Corporation (“RHD”). The interim condensed consolidated financial statements of Dex Media West LLC and its wholly-owned subsidiary, Dex Media West Finance Co. (collectively the “Company,” “Dex Media West,” “we,” “us” and “our”) have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2008. The interim condensed consolidated financial statements include the accounts of Dex Media West and its wholly-owned subsidiary. All intercompany transactions and balances between Dex Media West and its subsidiary have been eliminated. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of financial position, results of operations and cash flows at the dates and for the periods presented have been included.

We are a leader in local search within the Dex West States (defined below). Through our Dex^® Advantage, customers’ business information is leveraged and marketed through a single profile and distributed via a variety of local search products. The Dex Advantage spans multiple media platforms for local advertisers including print with the Dex directories, which we co-brand with Qwest, a recognizable brand in the industry, online and mobile devices with dexknows.com ^®, voice-activated directory search at 1-800-Call-Dex™ and leading search engines and other online sites via Dex Net™. During 2008, we serviced more than 200,000 national and local businesses in 7 states.

Dex Media West is the exclusive publisher of the “official” yellow pages and white pages directories for Qwest Corporation, the local exchange carrier of Qwest Communications International Inc. (“Qwest”), in Arizona, Idaho, Montana, Oregon, Utah, Washington and Wyoming (collectively, the “Dex West States”).

Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The accompanying historical consolidated financial statements and interim condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The assessment of our ability to continue as a going concern was made by management considering, among other factors: (i) the significant amount of maturing debt obligations; (ii) the current global credit and liquidity crisis; (iii) the significant negative impact on our operating results and cash flows from the overall downturn in the global economy and an increase in competition and more fragmentation in the local business search space; (iv) that certain of our credit ratings have been recently downgraded; and (v) that RHD’s common stock ceased trading on the New York Stock Exchange (“NYSE”) on December 31, 2008 and is now traded over-the-counter on the Pink Sheets. This is further reflected by our non-cash goodwill impairment charges of $1.4 billion and intangible asset impairment charge of $326.0 million recorded for the year ended December 31, 2008. Management has also considered our projected inability to comply with certain covenants under our debt agreements over the next 12 months. These circumstances and events have increased the risk that we will be unable to continue to satisfy all of our debt obligations when they are required to be performed, and, in management’s view, raise substantial doubt as to whether the Company will be able to continue as a going concern for a reasonable period of time.

~~Dex~~Based ~~Media~~on ~~West~~current ~~LLC~~financial projections, we expect to be able to continue to generate cash flow from operations in amounts sufficient to satisfy our interest and principal payment obligations through June 2010. RHD recently announced that it continues to have discussions with its bondholders and major banks regarding a debt restructuring plan. As noted in Note 11, “Subsequent Events,” RHD recently exercised a 30-day grace period on $54.6 million in interest payments due on its 8.875% Series A-4 Senior Notes due 2017. RHD may conclude that the optimal manner in which to effect a debt restructuring plan includes not making these interest payments within 30 days of the due date. See Note 11, “Subsequent Events” for additional information. Our ability to satisfy our debt repayment obligations will depend in large part on our success in or the terms and conditions of (i) refinancing certain of our obligations through other issuances of debt or equity securities; (ii) amending or restructuring some of the terms, maturities and principal amounts of our obligations; or (iii) effecting other transactions or agreements with holders of such obligations. We could potentially incur payment and/or other defaults on certain of our debt obligations, which, if not waived by our respective lenders, could lead to the acceleration of all or most of our debt obligations.

~~Notes~~Our credit facility and the indentures governing our notes contain financial covenants relating to, ~~Condensed~~among ~~Consolidated~~other ~~Financial~~items, ~~Statements~~maximum ~~(Unaudited)~~consolidated leverage, minimum interest coverage and ~~(tabular~~maximum ~~amounts~~senior secured leverage, as defined therein. Under the credit facility, these covenants are generally maintenance tests, meaning that they are measured each quarter, with failure to meet the test constituting an event of default under the credit agreement. Our ability to maintain compliance with these financial covenants during 2009 is dependent on various factors, certain of which are outside of our control. Such factors include our ability to generate sufficient revenues and cash flows from operations, our ability to achieve reductions in ~~thousands)~~our outstanding indebtedness, changes in interest rates and the impact on earnings, investments and liabilities.

1.Based ~~Business~~on our current forecast, and ~~Basics~~absent a modification or waiver, the minimum interest coverage and total leverage covenants of ~~Presentation~~the Dex Media West credit facility will not be satisfied when measured as of the third quarter of 2009 and the senior secured leverage covenant of the Dex Media West credit facility will not be satisfied when measured as of the second quarter of 2010. As noted below the covenant default at Dex Media West could cause a cross default at Dex Media as of the third quarter of 2009.

~~Dex~~Substantially ~~Media~~all ~~West LLC is an indirect wholly-owned subsidiary~~ of ~~R.H.~~the ~~Donnelley~~assets ~~Corporation (“RHD”). The interim condensed consolidated financial statements~~ of Dex Media West ~~LLC~~ and its ~~wholly-owned~~ subsidiary, ~~(the~~including ~~“Company~~their equity interests,” ~~“Dex~~are ~~Media~~pledged ~~West,”~~to ~~“we,”~~secure ~~“us”~~the ~~and~~obligations ~~“our”)~~under ~~have~~the ~~been~~credit ~~prepared~~facility. inThe ~~accordance~~failure to comply with the ~~instructions~~financial tocovenants ~~Quarterly~~contained ~~Report~~in onthe ~~Form~~credit ~~10-Q~~facility ~~and~~would ~~should~~result bein ~~read~~one inor ~~conjunction~~more ~~with~~events ~~the~~of ~~financial~~default, ~~statements~~which, ~~and~~if ~~related~~not ~~notes~~cured ~~included~~or inwaived, ~~our~~could ~~Annual~~require ~~Report~~the onapplicable ~~Form~~borrower ~~10-K~~to ~~for~~repay the ~~year~~ ~~ended~~borrowings ~~December 31,~~thereunder ~~2006~~before ~~(“2006~~their ~~10-K”)~~scheduled due dates. ~~The~~If ~~results~~we ofare ~~interim~~unable ~~periods~~to ~~are~~make ~~not~~such ~~necessarily~~repayments or ~~indicative~~otherwise ofrefinance ~~results~~these ~~for~~borrowings, the ~~full~~lenders ~~year~~under orthe ~~any~~credit ~~subsequent~~facility ~~period.~~could Inpursue the various ~~opinion~~default ofremedies ~~management,~~set ~~all adjustments~~forth ~~(consisting~~in ofthe ~~normal~~credit ~~recurring~~facility ~~adjustments)~~agreement, ~~considered~~including ~~necessary~~executing ~~for~~on athe collateral ~~fair~~securing ~~statement of~~the ~~financial~~credit ~~position~~facility. In addition, ~~results~~events of ~~operations~~default ~~and~~under ~~cash~~the ~~flows~~credit atfacility may ~~the~~trigger ~~dates~~events ~~and~~of ~~for~~default under the ~~periods presented~~indentures ~~have~~governing ~~been~~our ~~included~~notes.

~~Dex~~An ~~Media,~~event ~~Inc.~~of (“default at Dex Media” orWest ~~“Owner”)~~would iscreate ~~the~~a ~~largest~~default ~~directory~~at ~~publisher in the~~ Dex ~~West States, as defined below~~Media. ~~Together with its parent~~Furthermore, ~~RHD,~~certain actions by Dex Media iswould ~~one~~create ofa ~~the~~default ~~nation’s~~at ~~largest Yellow Pages and online local commercial search companies, based on revenue. During 2006,~~ Dex Media West~~’s print~~ ~~and~~under ~~online~~the ~~solutions~~credit ~~helped~~agreement. ~~more~~An ~~than 250,000 national and local businesses in 7 states reach~~event ~~consumers~~of ~~who~~default ~~were~~at ~~actively~~RHD ~~seeking~~would tonot ~~purchase~~create ~~products~~an ~~and~~event ~~services.~~of ~~During~~default ~~2006,~~at weDex ~~published and~~Media ~~distributed~~or ~~more~~Dex ~~than~~Media ~~30 million print directories~~West. ~~One of our largest markets is Phoenix.~~

~~Dex~~Significant ~~Media~~Financing ~~West LLC is a subsidiary of Dex Media West, Inc. and an indirect wholly-owned subsidiary~~Developments of Dex Media, which is a direct wholly-owned subsidiary of RHD. Dex Media West is the exclusive publisher of the “official” yellow pages and white pages directories for Qwest Corporation, the local exchange carrier of Qwest Communications International Inc. (“Qwest”), in Arizona, Idaho, Montana, Oregon, Utah, Washington and Wyoming (collectively, the “Dex West States”).

~~Certain~~On ~~prior~~February 13, ~~period~~2009, ~~amounts~~the ~~have~~Company ~~been~~borrowed ~~reclassified~~the tounused ~~conform~~portion under the Dex Media West revolving credit facility (“Dex Media West Revolver”) totaling $90.0 million. The Company made the borrowing under the revolving credit facility to ~~RHD’s~~preserve ~~presentation~~its financial flexibility in light of the continuing uncertainty in the global credit markets.

~~“Predecessor Company” refers to the operations of Dex Media West prior to the consummation of the RHD Merger (as defined in Note 3 below) on January 31, 2006~~2. ~~“Successor~~Summary ~~Company” refers to the operations~~ of ~~Dex~~Significant ~~Media~~Accounting ~~West subsequent to the consummation of the RHD Merger.~~Policies

~~Significant~~Identifiable ~~Business~~Intangible ~~Developments~~Assets and Goodwill

OnAs ~~August 23, 2007, RHD acquired Business.com, Inc. (“Business.com”),~~ a ~~leading~~result ~~business~~of ~~search engine~~RHD’s ~~and~~acquisition ~~directory~~of ~~and~~Dex ~~performance~~Media ~~based~~on ~~advertising network~~January 31, ~~for~~2006 ~~a disclosed amount of $345.0 million~~ (the “~~Business.com~~RHD ~~Acquisition~~Merger”)., ~~The~~certain intangible ~~purchase~~assets ~~price~~were ~~determined~~identified in accordance with ~~generally~~ ~~accepted~~Statement ~~accounting~~of ~~principles~~Financial Accounting Standards (“~~GAAP~~SFAS”) ~~is $334~~No.2 ~~million~~141, ~~and~~Business ~~excludes~~Combinations ~~certain~~(“SFAS ~~items~~No. 141”) ~~such as~~and ~~the~~recorded ~~value~~at oftheir ~~unvested~~estimated ~~equity awards~~fair values. ~~The~~In ~~purpose~~accordance ofwith ~~the~~SFAS ~~Business~~No.~~com~~ 142, ~~Acquisition~~Goodwill ~~was to expand RHD~~ and ~~the~~Other ~~Company’s~~Intangible ~~existing~~Assets ~~interactive~~(“SFAS ~~portfolio by adding leading Internet advertising talent and technology~~No. 142”), ~~to strengthen RHD and~~ the fair ~~Company’s~~values ~~position~~of in the ~~expanding~~identifiable ~~local~~intangible ~~commercial search~~assets ~~market~~are ~~and~~being toamortized ~~develop~~over antheir ~~online~~estimated ~~performance based advertising network. Business.com also~~useful ~~provides~~lives ~~the~~in ~~established~~a ~~business-to-business~~manner ~~online~~that ~~properties~~best ofreflects ~~Business.com, Work.com and~~ the ~~Business.com~~ ~~Advertising~~economic ~~Network.~~benefit Wederived ~~expect~~from tosuch ~~adopt the Business~~assets.~~com~~ ~~technology platform to serve~~Amortization ~~our~~expense ~~existing~~was ~~advertiser base at our DexKnows~~$55.~~com~~1 million ~~Internet~~and ~~Yellow Pages site~~$45.0 million ~~Business.com~~for ~~now operates~~the asthree amonths ~~direct,~~ended ~~wholly-owned subsidiary of RHD. As such~~March 31, ~~the~~2009 ~~results~~and ~~of Business.com are not~~2008, ~~included in the Company’s operating results~~respectively.

History

Dex Media’s directory business was acquired from Qwest Dex, Inc. (“Qwest Dex”) in a two phase purchase between Dex Holdings LLC (“Dex Holdings”), the former parent of Dex Media, and Qwest Dex. Dex Holdings and Dex Media were formed by two private equity firms, The Carlyle Group and Welsh, Carson, Anderson & Stowe. In the first phase of the purchase, which was consummated on November 8, 2002, Dex Holdings assigned its right to purchase the directory business of Qwest Dex in Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota (collectively, the “Dex East States”) to Dex Media (the “Dex East Acquisition”). In the second phase of the purchase, which was consummated on September 9, 2003, Dex Holdings assigned its right to purchase the directory business of Qwest Dex in the Dex West States to Dex Media (the “Dex West Acquisition”). Dex Holdings was dissolved effective January 1, 2005. The Dex East States and the Dex West States are collectively referred to as the “Dex States.”

2In connection with the impairment testing of RHD’s definite-lived intangible assets and other long-lived assets at December 31, 2008, RHD evaluated the remaining useful lives of its intangible assets by considering, among other things, the effects of obsolescence, demand, competition, and other economic factors, including the stability of the industry in which it operates, known technological advances, legislative actions that result in an uncertain or changing regulatory environment, and expected changes in distribution channels. ~~Summary~~Based on this evaluation, the remaining useful lives of ~~Significant~~all ~~Accounting~~directory ~~Policies~~services agreements associated with the RHD Merger were reduced to 33 years effective January 1, 2009 in order to better reflect the period these intangible assets are expected to contribute to RHD’s future cash flow. The increase in amortization expense for the three months ended March 31, 2009 is a direct result of reducing the remaining useful lives associated with these directory services agreements, offset by a reduction in amortization expense associated with a revision to the carrying values of our local and national customer relationships subsequent to impairment charges recorded during the fourth quarter of 2008.

~~Intangible~~Annual ~~Assets~~amortization expense in 2009 is expected to increase by approximately $41.3 million as a result of the reduction of remaining useful lives associated with our directory services agreements and ~~Goodwill~~revision to the carrying values of our local and national customer relationships subsequent to the impairment charges during the fourth quarter of 2008.

As a result of the ~~RHD~~decline ~~Merger, certain intangible assets were identified~~ in ~~accordance~~the ~~with Statement~~trading value of ~~Financial~~Dex ~~Accounting~~Media’s ~~Standards~~and ~~(“SFAS”)~~our ~~No. 141,~~debt ~~Business Combinations (“SFAS No. 141”)~~ and ~~recorded~~RHD’s atdebt ~~their estimated fair values. In accordance with SFAS No. 142, Goodwill~~ and ~~Other~~equity ~~Intangible~~securities ~~Assets~~during ~~(“SFAS No. 142”),~~ the ~~fair~~first ~~values~~quarter of ~~the~~2008 ~~identifiable~~and ~~intangible~~continuing ~~assets~~negative ~~are being~~industry ~~amortized~~and ~~over their estimated useful lives in a manner that best reflects the~~ economic ~~benefit~~trends ~~derived~~that ~~from~~have ~~such~~directly ~~assets.~~affected ~~Goodwill~~RHD’s isand ~~not~~our ~~amortized~~business, ~~but~~RHD isperformed ~~subject to~~ impairment ~~testing~~tests ~~on an~~as ~~annual basis. The Successor Company amortization expense was $45.1 million and $130.8 million~~of ~~for the three and nine months ended September~~March 3031, ~~2007,~~2008 ~~respectively,~~of ~~and~~its ~~$31.2 million~~goodwill, ~~and~~definite-lived ~~$83.2 million~~intangible ~~for~~assets ~~the three~~ and ~~eight~~other ~~months~~long-lived ~~ended~~assets ~~September 30, 2006, respectively. The Predecessor~~in ~~Company~~accordance ~~amortization~~with ~~expense~~SFAS ~~was $13~~No.4 ~~million~~142 ~~for~~and ~~the~~SFAS ~~one month ended January~~No. 31144, ~~2006.~~Accounting ~~The excess~~for ~~of purchase price over~~ the ~~net~~Impairment ~~tangible~~or ~~and~~Disposal ~~identifiable intangible assets acquired~~ of ~~$1.4~~ ~~billion~~Long-Lived ~~was~~Assets ~~recorded~~(“SFAS ~~as goodwill~~No. ~~The total amount of goodwill that is expected to be deductible for tax purposes related to the RHD Merger is approximately $1.8~~ ~~billion. During January 2007~~144”), ~~Dex Media recorded adjustments to goodwill totaling $1~~respectively.~~6 million~~ ~~associated with the~~ RHD ~~Merger~~used ~~that primarily~~estimates ~~relate~~and toassumptions ~~deferred~~in ~~income taxes. The Successor Company recorded no~~ its impairment ~~losses during~~evaluations, ~~the~~including, ~~three~~but ~~and~~not ~~nine~~limited ~~months ended September 30~~to, ~~2007~~projected orfuture ~~the~~cash ~~three and eight months ended September 30~~flows, ~~2006.~~revenue ~~The Predecessor Company recorded no impairment losses during the one month~~growth ~~ended~~and ~~January 31,~~customer ~~2006~~attrition rates.

~~Interest~~The ~~Expense~~impairment test of RHD’s definite-lived intangible assets and ~~Deferred~~other ~~Financing~~long-lived ~~Costs~~assets was performed by comparing the carrying amount of its intangible assets and other long-lived assets to the sum of their undiscounted expected future cash flows. In accordance with SFAS No. 144, impairment exists if the sum of the undiscounted expected future cash flows is less than the carrying amount of the intangible asset, or its related group of assets, and other long-lived assets. RHD’s testing results of its definite-lived intangible assets and other long-lived assets indicated no impairment as of March 31, 2008.

~~Certain~~RHD’s ~~costs~~impairment ~~associated~~test ~~with~~for ~~the~~goodwill ~~issuance~~involved ofa ~~debt~~two ~~instruments~~step ~~are~~process. ~~capitalized~~The ~~and~~first ~~included~~step ininvolved comparing ~~other~~the ~~non-current~~fair ~~assets~~value onof RHD with the ~~condensed~~carrying ~~consolidated~~amount ~~balance~~of ~~sheets.~~its ~~These~~assets ~~costs~~and ~~are~~liabilities, ~~amortized~~including togoodwill. ~~interest~~The ~~expense~~fair ~~over~~value ~~the terms~~ of ~~the~~RHD ~~related~~was ~~debt~~determined ~~agreements.~~using ~~For~~a ~~the~~market ~~Successor~~based ~~Company~~approach, ~~the Predecessor~~which ~~Company’s~~reflects ~~deferred~~the ~~financing~~market ~~costs~~value of ~~were~~its ~~eliminated~~debt asand aequity ~~result~~securities as of ~~purchase accounting required under GAAP; in addition~~March 31, an2008. ~~adjustment~~As ~~was~~a ~~established~~result toof ~~record~~RHD’s ~~the~~testing, ~~debt~~it atdetermined that its fair value ~~at the~~was ~~date~~less ofthan the ~~RHD~~carrying ~~Merger.~~amount ~~This~~of ~~fair~~its ~~value~~assets ~~adjustment~~and isliabilities, ~~amortized~~requiring ~~as a reduction~~ it to ~~interest expense~~proceed ~~over~~with the ~~remaining~~second ~~terms~~step of the ~~related~~goodwill ~~debt~~impairment ~~agreements~~test. ~~using~~In the ~~effective~~second ~~interest method.~~step ~~Since~~of the ~~RHD Merger~~testing process, the ~~Successor~~impairment ~~Company~~loss ~~has~~is ~~recorded~~determined ~~deferred~~by ~~financing~~comparing ~~costs of $6.6 million. Both~~ the ~~Predecessor~~implied ~~Company~~fair ~~and~~value ~~the~~of ~~Successor~~RHD’s ~~Company~~goodwill ~~used~~ to the ~~bond~~recorded ~~outstanding~~amount ~~method~~of ~~to amortize~~goodwill. ~~deferred~~The ~~financing~~implied ~~costs~~fair ~~relating~~value toof ~~debt~~goodwill ~~instruments~~is ~~with~~derived ~~respect~~from toa ~~which we make~~discounted ~~accelerated~~cash ~~principal~~flow ~~payments.~~analysis ~~Other~~for ~~deferred~~RHD ~~financing costs are amortized~~ using ~~the~~a ~~effective interest~~discount ~~method.~~rate ~~Amortization~~that ofresults ~~deferred financing costs included~~ in ~~interest expense was $0.5 million and $1.3 million for~~ the ~~three~~present ~~and~~value ~~nine~~of ~~months~~assets ~~ended September 30, 2007, respectively,~~ and ~~$0.6 million~~liabilities ~~and~~equal ~~$1.4 million~~to ~~for~~ the ~~three~~current ~~and~~fair ~~eight~~value ~~months~~of ~~ended September 30, 2006, respectively. Apart from business combinations, it is the Company~~RHD’s ~~policy~~debt toand ~~recognize~~equity ~~losses incurred~~securities. inBased ~~conjunction~~upon ~~with~~this analysis, ~~debt~~RHD ~~extinguishments~~recognized as a ~~component~~non-cash ofgoodwill ~~interest~~impairment ~~expense.~~charge ~~Amortization~~ of ~~deferred financing costs included in interest expense for the Predecessor Company was~~ $12.~~1 million~~5 billion ~~for~~during the ~~one~~three months ~~month~~ ended ~~January~~March 31, ~~2006~~2008. ~~Amortization~~The ofCompany’s ~~the~~share ~~fair~~of ~~value adjustment was $3.3 million and $9.7 million for~~ the ~~three~~impairment ~~and~~charge, ~~nine~~based ~~months~~on ~~ended~~a ~~September 30,~~discounted cash ~~2007,~~flow ~~respectively~~analysis, ~~and~~ ~~$3.8 million~~was ~~and~~ $101.21 ~~million for the three and eight months ended September 30, 2006, respectively~~billion.

~~Advertising~~RHD ~~Expenses~~recognized a non-cash goodwill impairment charge of $660.2 million during the second quarter of 2008. The Company’s share of the impairment charge, based on a discounted cash flow analysis, was $262.5 million. As a result of this impairment charge, we have no recorded goodwill at December 31, 2008.

WeGiven ~~recognize~~the ~~advertising~~ongoing ~~expenses~~global ascredit ~~incurred.~~and ~~These~~liquidity ~~expenses~~crisis ~~include~~and ~~public~~its ~~relations,~~significant ~~media,~~ negative impact on~~-line~~ financial ~~advertising~~markets, ~~and~~the ~~other~~overall ~~promotional~~economy and ~~sponsorship~~the ~~costs.~~continued ~~Total~~decline ~~advertising~~in ~~expense~~RHD’s ~~was~~advertising ~~$8.6~~sales and ~~million~~other operating results and ~~$15.6 million~~downward ~~for~~revisions to RHD’s forecasted results, the ~~three~~recent downgrade of certain of Dex Media’s and ~~nine~~our ~~months~~credit ~~ended~~ratings ~~September 30,~~and ~~2007,~~RHD’s ~~respectively~~credit ratings, ~~and~~the continued decline in ~~$1.8 million~~the ~~and~~trading ~~$6.0 million~~value ~~for~~of ~~the~~Dex ~~three~~Media’s and ~~eight~~our ~~months~~debt ~~ended~~and ~~September 30,~~RHD’s ~~2006~~debt securities, RHD performed impairment ~~respectively.~~tests ~~Total~~of ~~advertising~~its ~~expense~~definite-lived ~~for~~intangible ~~the~~assets ~~Predecessor~~and ~~Company~~other ~~was~~long-lived $2assets in accordance with SFAS No.3 ~~million~~144 ~~for~~as ~~the~~of ~~one~~March 31, 2009. RHD’s testing results of its definite-lived intangible assets and ~~month~~other ~~ended~~long-lived ~~January~~assets indicated no further impairment as of March 31, ~~2006~~2009.

~~Concentration~~If industry and economic conditions in RHD’s markets continue to deteriorate, resulting in further declines in advertising sales and operating results, and if the trading value of ~~Credit~~Dex ~~Risk~~Media’s and our debt and RHD’s debt and equity securities decline further, RHD will be required to assess the recoverability and useful lives of its long-lived assets and other intangible assets. This could result in additional impairment charges, a reduction of remaining useful lives and acceleration of amortization expense.

Approximately 85% of our directory advertising revenue is derived from the sale of advertising to local small- and medium-sized businesses. Most new advertisers and advertisers desiring to expand their advertising programs are subject to a credit review. While we do not believe that extending credit to our local advertisers will have a material adverse effect on our results of operations or financial condition, no assurances can be given. We do not require collateral from our advertisers, although we do charge interest to advertisers that do not pay by specified due dates. The remaining approximately 15% of our directory advertising revenue is derived from the sale of advertising to national or large regional chains. Substantially all of the revenue derived through national accounts is serviced through certified marketing representatives (“CMRs”) from which we accept orders. We receive payment for the value of advertising placed in our directories, net of the CMR’s commission, directly from the CMR. While we are still exposed to credit risk, the amount of losses from these accounts has been historically less than the local accounts as the advertisers, and in some cases, the CMRs tend to be larger companies with greater financial resources than local advertisers.

AtInterest ~~September 30,~~Expense 2007, we had interest rate swap agreements with major financial institutions with a notional value of $1.0 billion. We are exposed to credit risk in the event that one or more of the counterparties to the agreements does not, or cannot, meet their obligation. The notional amount is used to measure interest to be paid or received and ~~does~~Deferred ~~not~~Financing ~~represent the amount of~~Costs exposure to credit loss. Any loss would be limited to the amount that would have been received over the remaining life of the swap agreement. The counterparties to the swap agreements are major financial institutions with credit ratings of A or higher. We do not currently foresee a material credit risk associated with these swap agreements; however, no assurances can be given.

~~Income~~Certain ~~Taxes~~costs associated with the issuance of debt instruments are capitalized and included in other non-current assets on the condensed consolidated balance sheets. These costs are amortized to interest expense over the terms of the related debt agreements. The bond outstanding method is used to amortize deferred financing costs relating to debt instruments with respect to which we make accelerated principal payments. Other deferred financing costs are amortized using the effective interest method. Amortization of deferred financing costs included in interest expense was $1.9 million and $0.4 million for the three months ended March 31, 2009 and 2008, respectively.

InAs ~~June 2006,~~a ~~the~~result ~~Financial~~of ~~Accounting~~the ~~Standards~~refinancing ~~Board~~of ~~(“FASB’)~~the ~~issued~~former ~~Interpretation~~Dex ~~No. 48, Accounting~~Media ~~for~~West ~~Uncertainty~~credit infacility ~~Income~~on ~~Taxes: An Interpretation of FASB Statement No.~~June ~~109~~6, ~~(“FIN~~2008, ~~No.~~the ~~48”).~~existing ~~This~~interest ~~interpretation~~rate ~~clarifies~~swaps ~~the~~associated ~~accounting~~with ~~for~~this ~~uncertainty~~debt inarrangement ~~income~~having ~~taxes~~a ~~recognized~~notional inamount anof ~~entity’s financial statements in accordance with SFAS No~~$450.0 ~~109.~~million ~~FIN~~at ~~No.~~March 4831, ~~prescribes~~2009 aare ~~recognition threshold~~no ~~and~~longer ~~measurement~~highly ~~principles~~effective ~~for~~in ~~the~~offsetting ~~financial~~changes ~~statement~~in ~~recognition and measurement of tax~~cash ~~positions~~flows. ~~taken~~Accordingly, orcash ~~expected~~flow tohedge beaccounting ~~taken~~treatment onunder aSFAS ~~tax return. Under FIN~~ No. 48133, ~~the~~Accounting ~~impact of an~~for ~~uncertain~~Derivative ~~income~~Instruments ~~tax~~and ~~position~~Hedging onActivities an(“SFAS ~~income~~No. 133”) ~~tax~~is ~~return~~no ~~must~~longer bepermitted. ~~recognized~~Interest expense atfor the ~~largest~~three ~~amount~~months ~~that is~~ended ~~more~~March 31, ~~likely~~2009 ~~than~~includes ~~not~~a toreduction beof ~~sustained upon audit by the relevant taxing authority~~$3.0 million ~~An uncertain~~resulting ~~income~~from ~~tax~~the ~~position~~change ~~will~~in ~~not~~the befair ~~recognized~~value ~~if it has less than a 50% likelihood~~ of ~~being~~ineffective ~~sustained. Additionally,~~interest ~~FIN~~rate Noswaps. 48 ~~provides~~Prospective ~~guidance~~gains onor ~~derecognition, classification, interest and~~losses ~~penalties,~~on ~~accounting~~the change in ~~interim~~the ~~periods,~~fair ~~disclosures~~value ~~and~~of ~~transition~~these ~~requirements.~~interest ~~This interpretation~~rate isswaps ~~effective~~will ~~for~~be ~~fiscal~~reported ~~years~~in ~~beginning~~earnings ~~after December 15, 2006 and~~ as ~~such, we~~a ~~adopted~~component ~~FIN No. 48 on January 1, 2007. The adoption~~ of ~~FIN~~interest Noexpense. ~~48 had no impact on Dex Media West.~~

~~Stock-Based~~In ~~Awards~~conjunction with the RHD Merger and as a result of purchase accounting required under U.S. generally accepted accounting principles (“GAAP”), our debt was recorded at its fair value on January 31, 2006. We recognize an offset to interest expense in each period subsequent to the RHD Merger for the amortization of the corresponding fair value adjustment over the life of the respective debt. The offset to interest expense was $3.7 million and $3.4 million for the three months ended March 31, 2009 and 2008, respectively.

~~Successor~~Advertising ~~Company~~Expense

~~RHD~~We ~~and~~recognize ~~the~~advertising ~~Company~~expenses ~~account~~as ~~for~~incurred. ~~stock-based~~These ~~compensation~~expenses ~~under~~include ~~SFAS~~media, ~~No. 123~~public ~~(R)~~relations, ~~Share-Based~~ ~~Payment~~promotional ~~(“SFAS~~and ~~No. 123~~sponsorship ~~(R)”).~~costs ~~RHD~~and ~~allocates~~on-line ~~compensation~~advertising. ~~expense~~Total toadvertising ~~its~~expense ~~subsidiaries,~~was ~~including the~~$2.6 ~~Company,~~million ~~consistent~~and ~~with~~$2.5 million for the ~~method~~three itmonths ~~utilizes~~ended toMarch 31, ~~allocate~~2009 ~~employee wages~~ and ~~benefits~~2008, torespectively. ~~its~~Total ~~subsidiaries.~~advertising ~~The Company recorded stock-based compensation~~ expense ~~related~~for tothe ~~stock-based~~three ~~awards granted~~months ~~under~~ended ~~RHD’s~~March 31, ~~various~~2009 ~~employee~~ and ~~non-employee~~2008, ~~stock~~includes ~~incentive plans of~~ $21.46 million and $91.72 million ~~for the three and nine months ended September 30~~, ~~2007,~~ respectively, ~~and~~of ~~$3.3 million and~~costs ~~$7.4 million~~associated ~~for~~with ~~the~~traffic ~~three~~purchased and ~~eight~~distributed ~~months~~to ~~ended~~multiple advertiser ~~September 30,~~landing ~~2006, respectively~~pages.

OnConcentration ~~February 27, 2007, RHD granted 1.1 million stock appreciation rights (“SARs”) to certain employees, including executive officers, in conjunction with its annual grant~~ of ~~stock~~Credit ~~incentive~~Risk awards. These SARs, which are settled in RHD common stock, were granted at a grant price of $74.31 per share, which was equal to the market value of RHD’s common stock on the grant date, and vest ratably over three years. In accordance with SFAS No. 123 (R), we recognized non-cash compensation expense related to these SARs of $0.5 million and $3.3 million for the three and nine months ended September 30, 2007, respectively, which includes $2.2 million related to non-substantive vesting, for the nine months ended September 30, 2007.

~~Predecessor~~Approximately ~~Company~~85% of our directory advertising revenues are derived from the sale of advertising to local small- and medium-sized businesses. Most new advertisers and advertisers desiring to expand their advertising programs are subject to a credit review. We do not require collateral from our advertisers, although we do charge interest to advertisers that do not pay by specified due dates. The remaining approximately 15% of our directory advertising revenues are derived from the sale of advertising to national or large regional chains. Substantially all of the revenues derived through national accounts are serviced through certified marketing representatives (“CMRs”) from which we accept orders. We receive payment for the value of advertising placed in our directories, net of the CMR’s commission, directly from the CMR. While we are still exposed to credit risk, the amount of credit losses from these accounts has historically been less than our credit losses on local accounts because the advertisers, and in some cases, the CMRs tend to be larger companies with greater financial resources than local advertisers.

~~For~~During the ~~one~~three ~~month~~months ended ~~January~~March 31, ~~2006~~2009, ~~the~~we ~~Predecessor~~continue ~~Company~~to ~~accounted~~experience ~~for~~adverse ~~the~~bad ~~stock-based~~debt trends ~~awards~~attributable ~~under~~to ~~the~~economic ~~recognition~~challenges ~~and~~in ~~measurement~~our ~~principles~~markets. ofOur ~~SFAS~~bad ~~No. 123(R).~~debt ~~The~~expense ~~Company~~represented ~~recorded~~approximately ~~stock-based~~7.7% ~~compensation~~of ~~expense~~our ~~related~~net torevenue, ~~stock-based~~for ~~awards~~the ~~granted~~three ~~under~~months ~~Dex~~ended ~~Media’s various~~March 31, ~~employee~~2009, ~~and~~as ~~non-employee~~compared ~~stock~~to ~~incentive~~4.9% ~~plans~~ of ~~$1.6 million~~our net revenue for the ~~one~~three ~~month~~months ended ~~January~~March 31, 2008. We expect that these economic challenges will ~~2006~~continue in our markets, and, as such, our bad debt experience and operating results will continue to be adversely impacted in the foreseeable future.

~~Estimates~~At March 31, 2009, we had interest rate swap agreements with major financial institutions with a notional amount of $450.0 million. We are exposed to credit risk in the event that one or more of the counterparties to the agreements does not, or cannot, meet their obligation. The notional amount is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. Any loss would be limited to the amount that would have been received over the remaining life of the swap agreement. The counterparties to the swap agreements are major financial institutions with credit ratings of AA- or higher.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and certain expenses and the disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates and assumptions. Estimates and assumptions are used in the determination of sales allowances, allowances for doubtful accounts, depreciation and amortization, employee benefit plans, restructuring reserves, and certain assumptions pertaining to RHD’s stock-based awards, among others.

~~New~~Stock-Based ~~Accounting Pronouncements~~Awards

WeRHD ~~have~~and ~~reviewed~~the ~~accounting~~Company ~~pronouncements~~account ~~that~~for ~~were~~stock-based ~~issued~~compensation asunder ofSFAS ~~September~~No. 30123 (R), ~~2007~~Share-Based Payment (“SFAS No. 123 (R)”). RHD allocates compensation expense to its subsidiaries, ~~which~~including the Company, ~~has~~consistent ~~not~~with ~~yet~~the ~~adopted,~~method it utilizes to allocate employee wages and dobenefits ~~not~~to ~~believe~~its subsidiaries. ~~that~~The Company recorded stock-based compensation expense related to stock-based awards granted under RHD’s various employee and non-employee stock incentive plans of $1.4 million and $3.2 million for the ~~pronouncements~~three ~~will~~months ~~have~~ended aMarch 31, ~~material~~2009 ~~impact~~and 2008, respectively. RHD did not grant onany ~~our~~stock-based ~~financial~~awards ~~position~~during orthe ~~operating~~three ~~results~~months ended March 31, 2009.

3.Fair ~~RHD~~Value ~~Merger~~of Financial Instruments

~~On January 31, 2006, our indirect parent, Dex Media, was acquired by RHD for an equity purchase~~SFAS ~~price of $4~~No.1 ~~billion (“the RHD Merger”). Additionally~~107, ~~RHD~~Disclosures ~~assumed~~About ~~Dex~~Fair ~~Media’s~~Value ~~outstanding indebtedness~~of onFinancial ~~January 31~~Instruments, ~~2006~~requires ~~with~~disclosure aof ~~fair~~the fair value of ~~$5.5 billion~~financial ~~(together~~instruments ~~with other costs described below~~ for awhich ~~total~~it ~~aggregate~~is ~~purchase~~practicable ~~price of $9.8 billion). Pursuant~~ to ~~the~~estimate ~~Agreement and~~that ~~Plan~~value. ofAt ~~Merger~~March 31, 2009 ~~dated~~and ~~October~~December 331, ~~2005 (“Merger Agreement”)~~2008, ~~each~~the ~~issued~~fair ~~and~~value ~~outstanding share~~ of ~~Dex Media common stock was converted into $12.30 in~~ cash and ~~0.24154~~cash ofequivalents, aaccounts ~~share~~receivable, ~~of RHD common~~and ~~stock,~~accounts ~~resulting~~payable inand anaccrued ~~aggregate~~liabilities ~~cash~~approximated ~~value~~their ofcarrying ~~$1.9 billion and aggregate stock~~ value ~~of $2.2 billion,~~ based on ~~36,547,381~~the ~~newly~~short-term nature ~~issued shares~~ of ~~RHD~~these ~~common stock valued at $61~~instruments.82 ~~per share.~~ The ~~$61.82~~Company ~~share~~has ~~price~~utilized ~~used~~quoted tomarket ~~value~~prices, ~~the~~where ~~common~~available, ~~shares issued in the RHD Merger was based on the~~to ~~average~~compute ~~closing price of RHD’s common stock for~~ the ~~two~~fair ~~business~~market ~~days~~value ~~before and after the announcement~~ of ~~the~~our ~~RHD~~long-term ~~Merger~~debt onas ~~October 3,~~disclosed ~~2005,~~ in ~~accordance~~Note ~~with~~4, ~~EITF 95~~“Long-~~19,~~Term ~~Determination~~Debt.” ofThese ~~the~~estimates ~~Measurement~~of ~~Date~~fair ~~for~~value ~~the~~may ~~Market~~be ~~Price~~affected ofby ~~Securities~~assumptions ~~Issued~~made inand, aaccordingly, ~~Purchase~~are ~~Business~~not ~~Combination.~~necessarily ~~The~~indicative ~~total allocable purchase price also includes transaction costs~~ of ~~$26.7 million~~the ~~that~~amounts ~~were directly related to~~ the ~~RHD~~Company ~~Merger,~~could ~~severance~~realize ~~and~~in ~~related~~a ~~costs~~current ~~for~~market ~~certain Dex Media employees of $17~~exchange.~~7 million and Dex Media vested equity awards outstanding as of January 31, 2006 with an~~ ~~estimated fair value of $77.4 million.~~

~~Under~~The ~~purchase~~Company ~~accounting~~has ~~rules,~~adopted ~~RHD did not assume or record~~ the ~~deferred~~provisions ~~revenue~~of ~~balance associated~~SFAS ~~with~~No. 157, ~~directories~~Fair ~~published~~Value byMeasurements ~~the~~(“SFAS ~~Company of $79~~No.6 ~~million at January 31~~157”), ~~2006. This~~ ~~amount~~which ~~represented~~defines ~~revenue~~fair ~~that would have been recognized subsequent to the RHD Merger under the deferral and amortization method in the absence of purchase accounting. Accordingly~~value, weestablishes ~~did~~a ~~not~~fair ~~and will~~value ~~not~~hierarchy ~~record revenue associated with directories~~ that ~~were~~prioritizes ~~published prior to~~ the ~~RHD~~inputs ~~Merger, as~~to ~~well~~valuation astechniques ~~directories~~used ~~that~~to ~~were~~measure ~~published~~fair invalue ~~the~~and ~~month~~expands ofdisclosures ~~the~~about ~~RHD~~fair ~~Merger~~value measurements. ~~Although~~SFAS ~~the~~No. 157 ~~deferred revenue~~defines ~~balances~~fair ~~associated~~value ~~with~~as ~~directories~~the price that ~~were~~would ~~published~~be ~~prior~~received to ~~the~~sell ~~RHD~~an ~~Merger were~~asset ~~eliminated,~~or wepaid ~~retained all the rights associated with the collection of amounts due under and contractual obligations under the advertising contracts executed prior~~ to ~~the~~transfer ~~RHD Merger. As~~ a ~~result,~~ ~~the~~liability ~~billed~~in ~~and~~an ~~unbilled~~orderly ~~accounts~~transaction ~~receivable~~between ~~balances~~market ~~acquired~~participants byat ~~RHD remained assets of~~ the ~~Company~~measurement date. ~~Also~~The ~~under~~fair ~~purchase~~value ~~accounting rules~~hierarchy, ~~RHD~~which ~~did~~gives ~~not assume or record~~ the ~~deferred~~highest ~~directory costs~~priority ~~related~~ to ~~those~~quoted ~~directories~~prices ~~that were published prior to the RHD Merger as well as~~in ~~directories~~active ~~that published in the month of the RHD Merger~~markets, ~~totaling~~is ~~$118.4 million.~~comprised ~~These costs represent cost~~ of ~~revenue that would have been recognized subsequent to~~ the ~~RHD~~following ~~Merger~~three ~~under the~~levels: ~~deferral and amortization method in the absence of purchase accounting.~~

4.Level ~~Credit~~1 ~~Facility~~— Unadjusted quoted market prices in active markets for identical assets and liabilities.

AsLevel of2 ~~September 30,~~— ~~2007~~Observable inputs, ~~the~~other ~~outstanding~~than ~~balances~~Level ~~of the tranche A, tranche B-~~1, ~~and~~inputs. ~~tranche~~Level B-2 ~~term~~ ~~loans~~inputs ~~under~~would ~~the Dex Media West credit facility totaled $1,131.0 million, comprised of $177.8~~typically ~~million,~~include ~~$328.9 million,~~quoted ~~and~~prices ~~$624.3 million,~~in ~~respectively,~~markets ~~and~~that ~~$25.0 million~~are ~~was~~not ~~outstanding~~active ~~under the~~or ~~$100.0 million~~financial ~~revolving~~instruments ~~loan~~for ~~commitments~~which ~~(“Dex Media West Revolver”). The weighted average~~all ~~interest~~significant ~~rate~~inputs ofare ~~outstanding debt under the Dex Media West credit facility was 7.03% and 6.83% at September 30~~observable, ~~2007~~either ~~and~~directly ~~December 31,~~or ~~2006, respectively~~indirectly.

5.Level ~~Restructuring~~3 ~~Charges~~— Prices or valuations that require inputs that are both significant to the measurement and unobservable.

~~The~~In ~~tables~~accordance ~~below~~with ~~highlight~~SFAS No. 157, the ~~activity~~following intable represents our ~~restructuring~~assets ~~reserves~~and ~~related~~liabilities tothat ~~the~~are measured ~~RHD~~at ~~Merger~~fair ~~for the~~value ~~three~~on ~~and~~a ~~nine~~recurring ~~months~~basis ~~ended~~at ~~September~~March 3031, ~~2007~~2009 and the level within the fair value hierarchy in which the fair value measurements are included.

Three months ended September 30, 2007
	Fair Value Measurements at
Balance at June 30, 2007	$	3,074
	March 31, 2009
Payments	$	(231	)
	Using Significant Other
Balance at September 30, 2007	$	2,843
Description	Observable Inputs (Level 2)
Nine months ended September 30, 2007
Derivatives — Liabilities	$	(2,710	)
Balance at December 31, 2006	$	4,277
Additions to reserve charged to goodwill	$	62
Payments	$	(1,496	)
Balance at September 30, 2007	$	2,843

Valuation Techniques

Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date.

Fair value for our derivative instruments was derived using pricing models. Pricing models take into account relevant observable market inputs that market participants would use in pricing the asset or liability. The pricing models used to determine fair value incorporate contract terms (including maturity) as well as other inputs including, but not limited to, interest rate yield curves and the creditworthiness of the counterparty. In accordance with SFAS No. 157, the impact of our own credit rating is also considered when measuring the fair value of liabilities. Our credit rating could have a material impact on the fair value of our derivative instruments, our results of operations or financial condition in a particular reporting period. For the three months ended March 31, 2009, the impact of applying our credit rating in determining the fair value of our derivative instruments was a reduction to our interest rate swap liability of $0.4 million.

AsMany apricing ~~result~~models ofdo ~~the~~not ~~RHD~~entail ~~Merger,~~material ~~approximately~~subjectivity ~~120~~because ~~Dex~~the ~~Media~~methodologies ~~employees~~employed ~~were~~do ~~affected by a~~not ~~restructuring~~necessitate ~~plan,~~significant ~~of which 110 were terminated and 10 were relocated to our corporate headquarters in Cary~~judgment, ~~North Carolina. Additionally, Dex Media vacated certain of its leased facilities in Colorado, Minnesota, Nebraska,~~ and ~~Oregon. We estimated our share of~~ the ~~costs associated~~pricing ~~with~~inputs ~~terminated~~are ~~employees,~~observed ~~including~~from ~~Dex~~actively ~~Media~~quoted ~~executive officers~~markets, ~~and abandonment of~~ ~~certain~~as ofis the ~~leased~~case ~~facilities,~~for ~~net~~our ofderivative ~~estimated sublease income, to be approximately $10~~instruments.~~7 million~~ ~~and~~The ~~such~~pricing ~~costs~~models ~~were~~used ~~charged~~by to goodwill during 2006. During January 2007, we finalized costs associated with terminated employees and we recognized a charge to goodwill of $0.1 million. Payments made with respect to severance during the ~~three~~Company ~~and~~are ~~nine months ended September 30, 2007~~widely ~~totaled~~accepted ~~$0.1 million~~by ~~and $0.9 million, respectively. Payments of $1.8 million and $2.2 million were made during~~ the ~~three~~financial ~~and~~services ~~eight months ended September 30, 2006, respectively, related to severance and relocation~~industry. ~~Payments~~As ofsuch ~~$0.1 million~~ and ~~$0.6 million~~as ~~were~~noted ~~made during the three and nine months ended September 30~~above, ~~2007,~~our ~~respectively,~~derivative ~~with respect to the vacated leased facilities. No~~instruments ~~payments~~are ~~were~~categorized ~~made~~within ~~with~~Level ~~respect~~2 toof the ~~vacated~~fair ~~leased~~value ~~facilities during the three and eight months ended September 30, 2006~~hierarchy. ~~The remaining lease payments for these facilities will be made through~~ ~~2016.~~

~~The~~Fair ~~Successor~~Value ~~Company~~Control ~~recognized merger related expenses of $0.2 million and $1.6 million during~~Processes the three and eight months ended September 30, 2006, respectively, with no comparable expense in 2007. These merger related costs for the three and eight months ended September 30, 2006, included $0.2 million and $1.3 million, respectively for bonuses to retain certain employees through the transition of the RHD Merger. The Predecessor Company recognized merger related expenses of $1.7 million during the one month ended January 31, 2006. These costs included legal and financial advisory fees, as well as stock compensation expense related to the acceleration of vesting of certain stock-based awards upon consummation of the RHD Merger. These costs are included in general and administrative expenses in the condensed consolidated statement of operations.

6The Company employs control processes to validate the fair value of its derivative instruments derived from the pricing models. ~~Benefit~~These ~~Plans~~control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and that the assumptions are reasonable.

~~Costs~~In ~~associated~~February 2008, ~~with~~the ~~Dex~~Financial ~~Media’s~~Accounting ~~benefit~~Standards ~~plans~~Board ~~are~~(“FASB”) ~~allocated~~issued toStaff ~~the~~Position ~~Company~~FAS 157-2, asEffective ~~discussed~~Date inof ~~Note 9,~~FASB ~~“Related~~Statement ~~Party~~No. 157 ~~Transactions”~~(“FSP No. 157-2”), Inwhich ~~accordance~~deferred ~~with~~the effective date of SFAS No. ~~132~~157 for non-financial assets and liabilities, ~~Employers’~~except ~~Disclosures~~for ~~About~~items that are recognized ~~Pension~~or ~~and~~disclosed ~~Other~~at ~~Postretirement~~fair ~~Benefits~~value ~~(Revised~~on ~~2003)~~a recurring basis, ~~the~~to ~~following~~fiscal ~~tables~~years ~~provide~~beginning ~~the~~after November 15, 2008 ~~components~~and ofinterim ~~net~~periods ~~periodic~~within ~~benefit~~those ~~cost~~fiscal ~~for~~years. ~~the~~The ~~three~~Company ~~and~~had ~~nine~~elected ~~months~~the ~~ended~~deferral ~~September~~option permitted by FSP No. ~~30,~~157-2 ~~2007,~~for ~~the three~~its non-financial assets and ~~eight~~liabilities ~~months~~initially ~~ended~~measured ~~September 30,~~at ~~2006~~fair value in prior business combinations including intangible assets and goodwill. The Company adopted the ~~one~~provisions ~~month~~of ~~ended~~FSP No. 157-2 effective January 311, ~~2006:~~2009, resulting in no material impact to our condensed consolidated financial statements.

	Successor Company
	Three Months						Three Months
	Ended						Ended
	September 30,						September 30,
	2007						2006
	Pension			Post-Retirement			Pension			Post-Retirement
	Benefit			Benefits			Benefit			Benefits
Service cost	$	1,441		$	242		$	1,176		$	329
Interest cost		1,736			629			1,576			540
Expected return on plan assets		(1,800	)		—			(1,681	)		—
Unrecognized prior service costs		—			(1	)		—			—
Net periodic benefit expense	$	1,377		$	870		$	1,071		$	869

Estimates

	Successor Company											Predecessor Company
	Nine Months						Eight Months					One Month
	Ended						Ended					Ended
	September 30,						September 30,					January 31,
	2007						2006					2006
	Pension			Post-Retirement			Pension			Post-Retirement		Pension			Post-Retirement
	Benefit			Benefits			Benefit			Benefits		Benefit			Benefits
Service cost	$	4,323		$	726		$	3,320		$	874	$	398		$	94
Interest cost		5,209			1,887			4,245			1,443		494			173
Expected return on plan assets		(5,401	)		—			(4,161	)		—		(594	)		—
Unrecognized prior service costs		—			(3	)		—			4		(9	)		(22	)
Net periodic benefit expense	$	4,131		$	2,610		$	3,404		$	2,321	$	289		$	245

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and certain expenses and the disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates and assumptions. Estimates and assumptions are used in the determination of recoverability of long-lived assets, sales allowances, allowances for doubtful accounts, depreciation and amortization, employee benefit plans expense, restructuring reserves, deferred income taxes and certain assumptions pertaining to RHD’s stock-based awards, among others.

New Accounting Pronouncements

We have reviewed accounting pronouncements that were issued as of March 31, 2009, which the Company has not yet adopted, and do not believe that these pronouncements will have a material impact on our financial position or operating results.

3. Restructuring Charges

The table below highlights the activity in our restructuring reserves for the three months ended March 31, 2009.


	2008			2009
Three months ended	Restructuring			Restructuring
March 31, 2009	Actions			Actions			Total

Balance at December 31, 2008	$	3,279		$	—		$	3,279
Additions to reserve charged to earnings		1,108			815			1,923
Payments		(3,823	)		(815	)		(4,638	)

Balance at March 31, 2009	$	564		$	—		$	564

During the first quarter of 2009, RHD initiated a restructuring plan that included outside consulting services to assist with the evaluation of RHD’s capital structure, including various balance sheet restructuring alternatives (“2009 Restructuring Actions”). During the three months ended March 31, 2009, we recognized a restructuring charge to earnings associated with the 2009 Restructuring Actions of $0.8 million and made payments of $0.8 million. We anticipate additional charges to earnings associated with the 2009 Restructuring Actions during the remainder of 2009.

During the ~~three~~second ~~and~~quarter ~~nine~~of ~~months~~2008, ~~ended~~RHD ~~September 30,~~initiated ~~2007,~~a ~~the~~restructuring ~~Company~~plan ~~made~~that ~~contributions~~included planned headcount reductions, consolidation of ~~$6.2 million~~responsibilities and ~~$7.4 million,~~vacated ~~respectively,~~leased tofacilities ~~Dex~~(“2008 Restructuring ~~Media’s~~Actions”) ~~pension~~that ~~plan~~occurred during 2008 and will continue into 2009. During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2007~~2009, ~~the~~we ~~Company~~recognized ~~made~~a ~~contributions~~restructuring charge to earnings associated with the 2008 Restructuring Actions of $01.41 million and made payments of $13.48 million, which consist ~~respectively,~~primarily toof ~~Dex~~payments ~~Media’s~~for ~~postretirement~~outside ~~plan.~~consulting ~~The~~services, ~~Company~~severance ~~expects~~and tovacated ~~make~~leased ~~total~~facilities. ~~contributions~~We ofanticipate ~~approximately~~additional ~~$8.6 million~~charges ~~and~~to ~~$2.7 million~~earnings toassociated ~~Dex~~with ~~Media’s~~the ~~pension~~2008 ~~plan~~Restructuring ~~and~~Actions ~~postretirement~~during ~~plan,~~the ~~respectively,~~remainder inof ~~2007~~2009.

7.Restructuring ~~Business~~charges ~~Segments~~that are charged to earnings are included in general and administrative expenses on the condensed consolidated statements of operations.

~~Management~~4. ~~reviews~~Long-Term ~~and analyzes its business of publishing yellow pages directories and related~~Debt ~~local commercial search as one operating segment.~~

8The following table presents the fair market value of our long-term debt at March 31, 2009, based on quoted market prices on that date, as well as the carrying value of our long-term debt at March 31, 2009 and December 31, 2008, including $59.4 million ~~Legal~~and ~~Proceedings~~$63.1 million, respectively, of fair value adjustments required by GAAP as a result of the RHD Merger. We have experienced a significant decline in the fair market value of our debt based primarily on: (i) the significant amount of maturing debt obligations; (ii) the current global credit and liquidity crisis; (iii) the significant negative impact on our operating results and cash flows from the overall downturn in the global economy and an increase in competition and more fragmentation in the local business search space; and (iv) recent downgrades of certain of our credit ratings. Although the fair market value of our debt is based on quoted market prices, there may be limited market depth for these securities such that attributing quoted prices to entire debt tranches may not truly represent the amount at which such debt could be bought or sold.

We are involved in various legal proceedings arising in the ordinary course of our business. In many of these matters, plaintiffs allege they have suffered damages from errors or omissions of improper listings contained in directories published by us. We periodically assess our liabilities and contingencies in connection with these matters based upon the latest information available to us. For those matters where it is probable that we have incurred a loss and the loss or range of loss can be reasonably estimated, we record reserves in our condensed consolidated financial statements. In other instances, we are unable to make a reasonable estimate of any liability because of the uncertainties related to both the probable outcome and amount or range of loss. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly.


	Fair Market Value		Carrying Value
	March 31, 2009		March 31, 2009		December 31, 2008

Credit Facility	$	562,600	$	1,170,000	$	1,080,000
8.5% Senior Notes due 2010		200,234		392,616		393,883
5.875% Senior Notes due 2011		4,467		8,758		8,761
9.875% Senior Subordinated Notes due 2013		162,675		813,375		815,791

Total debt		929,976		2,384,749		2,298,435
Less current portion		9,640		22,500		16,875

Long-term debt	$	920,336	$	2,362,249	$	2,281,560

~~The~~On ~~Company is exposed to potential defamation and breach of privacy claims arising from our publication of directories and our methods of collecting~~February 13, processing and using advertiser and telephone subscriber data. If such data were determined to be inaccurate or if data stored by us were improperly accessed and disseminated by us or by unauthorized persons2009, the ~~subjects~~Company ofborrowed ~~our data and users of~~ the ~~data~~unused weportion ~~collect~~under ~~and publish could submit claims against~~ the ~~Company.~~Dex ~~Although to~~Media ~~date~~West ~~we have not experienced any material claims relating to defamation or breach of privacy, we~~Revolver ~~may~~totaling ~~be party to such proceedings in the future that could have a material adverse effect on our business~~$90.0 million.

~~Based~~The onCompany’s ~~our~~credit ~~review~~facility ofand the ~~latest~~indentures ~~information~~governing ~~available,~~the wenotes ~~believe~~contain ~~our~~usual ~~ultimate~~and ~~liability in~~customary ~~connection~~representations ~~with~~and ~~pending~~warranties oras ~~threatened~~well ~~legal~~as ~~proceedings~~affirmative ~~will~~and ~~not~~negative ~~have~~covenants athat, ~~material~~among ~~adverse~~other things, ~~effect~~place limitations on our ability to (i) incur additional indebtedness; (ii) pay dividends on our ~~results~~subsidiary’s ofequity ~~operations~~interests, ~~cash~~repurchase ~~flows~~its equity interests or ~~financial~~make ~~position.~~other Nopayments ~~material~~to ~~amounts~~Dex Media; ~~have~~(iii) enter ~~been~~into ~~accrued~~mergers, consolidations, acquisitions, asset dispositions and sale-leaseback transactions; (iv) make capital expenditures; (v) issue capital stock of our subsidiaries; (vi) engage in transactions with our ~~condensed~~affiliates; ~~consolidated~~and ~~financial~~(vii) make ~~statements~~investments, ~~with~~loans and ~~respect~~advances, in each case, subject to ~~any~~customary and negotiated exceptions and limitations, as applicable. The Company’s credit facility also contains financial covenants relating to maximum consolidated leverage, minimum interest coverage and maximum senior secured leverage as defined therein. Substantially all of ~~such~~the ~~matters~~assets of Dex Media West and its subsidiary, including their equity interests, are pledged to secure the obligations under their respective credit facility.

As of March 31, 2009, outstanding balances under the Dex Media West credit facility totaled $1,170.0 million, comprised of $130.0 million under Term Loan A and $950.0 million under Term Loan B and $90.0 million was outstanding under the Dex Media West Revolver. The Dex Media West Revolver and Term Loan A will mature in October 2013 and the Term Loan B will mature in October 2014. In the event that more than $25.0 million of Dex Media West’s 9.875% ~~Related~~Senior ~~Party~~Subordinated ~~Transactions~~Notes due 2013 (or any refinancing or replacement thereof) are outstanding, the Dex Media West Revolver, Term Loan A and Term Loan B will mature on the date that is three months prior to the final maturity of such notes. The Dex Media West credit facility includes an up to $400.0 million uncommitted incremental facility (“Incremental Facility”) that may be incurred as additional revolving loans or additional term loans, subject to obtaining commitments for such loans. The Incremental Facility is fully available if used to refinance the Dex Media West 8.5% Senior Notes due 2010, however is limited to $200.0 million if used for any other purpose. The weighted average interest rate of outstanding debt under the Dex Media West credit facility was 6.97% and 7.10% at March 31, 2009 and December 31, 2008, respectively.

Effective January 1, 2004, all employees were transferred to Dex Media Service LLC (“Service Co.”). As such, employee-related liabilities, including pension and other post-retirement obligations are primarily included in Service Co.’s reported liabilities with an offsetting asset recorded as an affiliate receivable from Dex Media West for the portion of the liabilities associated with the Dex Media West employees. Dex Media West is charged and carries an affiliate payable for the portion of the liabilities associated with employees providing services to Dex Media West. Under the Shared Services and Employees Agreement dated September 9, 2003, expenses related to Dex Media West employees providing services entirely for Dex Media West are allocated 100% to Dex Media West. Shared employee expenses are allocated and charged to Dex Media West based upon Dex Media West’s proportional share of consolidated Dex Media revenue. All cash related affiliate balances are settled at least monthly. In addition, after the RHD Merger, certain transactions are managed by RHD on a centralized basis. Under this centralized cash management program, RHD and the Company advance funds and allocate certain operating expenditures to each other.

These net intercompany balances have been classified as a current liability at September 30, 2007 and December 31, 2006, as the Company intends to settle these balances with Dex Media during the next twelve months. Changes in net intercompany balances resulting from operating transactions have been presented as operating activities on the condensed consolidated statements of cash flows for the nine months ended September 30, 2007, the eight months ended September 30, 2006 and the one month ended January 31, 2006.

~~In general, substantially all of the net assets of the Company and its subsidiary are restricted~~Other from being paid as dividends to any third party, and our subsidiary is restricted from paying dividends, loans or advances to Dex Media with very limited exceptions, under the terms of the Dex Media West credit facility and indentures governing our notes. There was a dividend of $20.0 million paid to Dex Media during the nine months ended September 30, 2007. Dividends were paid to Dex Media during the eight months ended September 30, 2006 and the one month ended January 31, 2006 of $260.3 million and $10.2 million, respectively and classified as financing activities on the condensed consolidated statements of cash flows.

On April 15, 2009, RHD exercised a 30-day grace period on $54.6 million in interest payments due on its 8.875% Series A-4 Senior Notes due 2017. See Note 11, “Subsequent Events” for additional information.

5. Derivative Financial Instruments

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133 (“SFAS No. 161”). SFAS No. 161 amends SFAS No. 133 and requires enhanced disclosures of derivative instruments and hedging activities such as the fair value of derivative instruments and presentation of gains or losses in tabular format, as well as disclosures regarding credit risks and strategies and objectives for using derivative instruments. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008 and, as such, the Company adopted the provisions of this standard on January 1, 2009. Although SFAS No. 161 requires enhanced disclosures, its adoption did not impact the Company’s results of operations or financial condition.

The Company accounts for its derivative financial instruments and hedging activities in accordance with SFAS No. 133, as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FAS 133 and SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. We do not use derivative financial instruments for trading or speculative purposes and our derivative financial instruments are limited to interest rate swap agreements. The Company utilizes a combination of fixed rate and variable rate debt to finance its operations. The variable rate debt exposes the Company to variability in interest payments due to changes in interest rates. Management believes that it is prudent to mitigate the interest rate risk on a portion of its variable rate borrowings. Additionally, our credit facility requires that we maintain hedge agreements to provide a fixed rate on at least 33% of our indebtedness. To satisfy our objectives and requirements, the Company has entered into fixed interest rate swap agreements to manage fluctuations in cash flows resulting from changes in interest rates on variable rate debt. The Company has entered into the following interest rate swaps that effectively convert approximately $450.0 million, or 38%, of the Company’s variable rate debt to fixed rate debt as of March 31, 2009. At March 31, 2009, approximately 49% of our total debt outstanding consists of variable rate debt, excluding the effect of our interest rate swaps. Including the effect of our interest rate swaps, total fixed rate debt comprised approximately 70% of our total debt portfolio as of March 31, 2009. The interest rate swaps mature on May 26, 2009 and June 12, 2009.

Effective Dates

Notional Amount

Pay Rates

Maturity Dates

(amounts in millions)

May 25, 2006

100

^{(1) (3)}

5.326%

May 26, 2009

May 26, 2006

200

^{(2) (3)}

5.2725% - 5.275%

May 26, 2009

June 12, 2006

150

^{(2) (3)}

5.27% - 5.279%

June 12, 2009

Total

450


(1)		Consists of one swap

(2)		Consists of two swaps

(3)		Undesignated

The following table presents the fair value of our undesignated interest rate swaps at March 31, 2009. The fair value of our undesignated interest rate swaps are presented in accounts payable and accrued liabilities on the condensed consolidated statement of financial position at March 31, 2009. The following table also presents the gain recognized in interest expense from ineffective interest rate swaps.


					Gain Recognized in
	Fair Value				Interest Expense
	Measurements				From Ineffective
Interest Rate Swaps	at March 31, 2009			Interest Rate Swaps

Undesignated — Liabilities
Accounts Payable and Accrued Liabilities	$	(2,710	)		$	(3,021	)

Total Undesignated — Liabilities	$	(2,710	)		$	(3,021	)

As a result of the ineffective interest rate swaps associated with the refinancing of the former Dex Media West credit facility on June 6, 2008, interest expense for the three months ended March 31, 2009 includes a reduction of $3.0 million resulting from the change in the fair value of these interest rate swaps.

During the three months ended March 31, 2009, the Company reclassified $1.6 million of hedging losses related to our interest rate swaps into earnings. As of March 31, 2009, $2.6 million of deferred losses, net of tax, on derivative instruments recorded in accumulated other comprehensive loss are expected to be reclassified into earnings during the next 12 months. Transactions and events are expected to occur over the next 12 months that may necessitate reclassifying these derivative losses to earnings.

Under the terms of the interest rate swap agreements, the Company receives variable interest based on three-month LIBOR and pays a weighted average fixed rate of 5.29%. The weighted average variable rate received on our interest rate swaps was 1.28% for the three months ended March 31, 2009. These periodic payments and receipts are recorded as interest expense.

On the day a derivative contract is executed, the Company may designate the derivative instrument as a hedge of the variability of cash flows to be received or paid (cash flow hedge). For all hedging relationships, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

All derivative financial instruments are recognized as either assets or liabilities on the condensed consolidated balance sheets with measurement at fair value. On a quarterly basis, the fair values of the interest rate swaps are determined based on quoted market prices and, to the extent the swaps provide an effective hedge, the differences between the fair value and the book value of the swaps are recognized in accumulated other comprehensive loss, a component of owner’s equity. For derivative financial instruments that are not designated or do not qualify as hedged transactions, the initial fair value, if any, and any subsequent gains or losses on the change in the fair value are reported in earnings as a component of interest expense. Any gains or losses related to the quarterly fair value adjustments are presented as a non-cash operating activity on the condensed consolidated statements of cash flows.

The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer highly effective in offsetting changes in the cash flows of the hedged item, the derivative or hedged item is expired, sold, terminated, exercised, or management determines that designation of the derivative as a hedging instrument is no longer appropriate. In situations in which hedge accounting is discontinued, the Company continues to carry the derivative at its fair value on the condensed consolidated balance sheet and recognizes any subsequent changes in its fair value in earnings as a component of interest expense. Any amounts previously recorded to accumulated other comprehensive loss will be amortized to interest expense in the same period(s) in which the interest expense of the underlying debt impacts earnings.

By using derivative financial instruments to hedge exposures to changes in interest rates, the Company exposes itself to credit risk and market risk. Credit risk is the possible failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, it is not subject to credit risk. The Company minimizes the credit risk in derivative financial instruments by entering into transactions with major financial institutions with credit ratings of AA- or higher.

Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

See Note 2, “Summary of Significant Accounting Policies — Fair Value of Financial Instruments” for additional information regarding our interest rate swaps.

6. Income Taxes

The effective tax rate on income before income taxes of 41.4% for the three months ended March 31, 2009 compares to an effective tax rate of (37.3)% on loss before income taxes for the three months ended March 31, 2008. The change in the effective tax rate for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008 is primarily due to changes in individual state tax laws that impact our effective state tax rates.

7. Benefit Plans

Costs associated with Dex Media’s benefit plans are allocated to the Company as discussed in Note 10, “Related Party Transactions.” In accordance with SFAS No. 132, Employers’ Disclosures About Pension and Other Postretirement Benefits (Revised 2003), the following table provides the components of net periodic benefit cost for the three months ended March 31, 2009 and 2008:


	Pension Benefits						Postretirement Benefits
	Three Months						Three Months
	Ended March 31,						Ended March 31,
	2009			2008			2009			2008

Service cost	$	1,074		$	1,412		$	194		$	240
Interest cost		1,352			1,747			487			654
Expected return on plan assets		(1,443	)		(1,820	)		—			—
Amortization of prior service cost		—			—			(1	)		—

Net periodic benefit cost	$	983		$	1,339		$	680		$	894

Net periodic pension cost for the three months ended March 31, 2009 has declined when compared to the prior corresponding period, due to the freeze of Dex Media’s defined benefit plans covering non-union employees. In connection with the freeze, all pension plan benefit accruals for non-union plan participants have ceased as of December 31, 2008, however, all plan balances remained 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 respective plans. 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 plans. Similar supplemental transition credits have been provided to certain plan participants who were grandfathered under a final average pay formula when the defined benefit plans were previously converted from traditional pension plans to cash balance plans.

Net periodic postretirement benefit cost for the three months ended March 31, 2009 has declined when compared to the prior corresponding period, due to the following curtailment related to non-union employees: (i) the elimination of all non-subsidized access to retiree health care and life insurance benefits effective January 1, 2009, (ii) the elimination of subsidized retiree health care benefits for any Medicare-eligible retirees effective January 1, 2009 and (iii) the phase out of subsidized retiree health care benefits over a three-year period beginning January 1, 2009 (with all non-union retiree health care benefits terminating January 1, 2012). 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.

During the three months ended March 31, 2009 and 2008, the Company made contributions of $9.0 million and $1.0 million, respectively, to Dex Media’s pension plan. During the three months ended March 31, 2009 and 2008, the Company made contributions of $0.4 million and $0.5 million, respectively, to Dex Media’s postretirement plan. The Company expects to make total contributions of approximately $27.8 million and $3.3 million to Dex Media’s pension plan and postretirement plan, respectively, in 2009.

8. Business Segments

Management reviews and analyzes its business of providing local search solutions as one operating segment.

9. Legal Proceedings

We are involved in various legal proceedings arising in the ordinary course of our business, as well as certain litigation and tax matters. In many of these matters, plaintiffs allege that they have suffered damages from errors or omissions in their advertising or improper listings, in each case, contained in directories published by us.

We are also exposed to potential defamation and breach of privacy claims arising from our publication of directories and our methods of collecting, processing and using advertiser and telephone subscriber data. If such data were determined to be inaccurate or if data stored by us were improperly accessed and disseminated by us or by unauthorized persons, the subjects of our data and users of the data we collect and publish could submit claims against the Company. Although to date we have not experienced any material claims relating to defamation or breach of privacy, we may be party to such proceedings in the future that could have a material adverse effect on our business.

We periodically assess our liabilities and contingencies in connection with these matters based upon the latest information available to us. For those matters where it is probable that we have incurred a loss and the loss or range of loss can be reasonably estimated, we record a liability in our condensed consolidated financial statements. In other instances, we are unable to make a reasonable estimate of any liability because of the uncertainties related to both the probable outcome and amount or range of loss. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly.

Based on our review of the latest information available, we believe our ultimate liability in connection with pending or threatened legal proceedings will not have a material adverse effect on our results of operations, cash flows or financial position. No material amounts have been accrued in our condensed consolidated financial statements with respect to any such matters.

10. Related Party Transactions

Effective January 1, 2004, all employees were transferred to Dex Media Service LLC (“Service Co.”). As such, employee-related liabilities, including pension and other post-retirement obligations are primarily included in Service Co.’s reported liabilities with an offsetting asset recorded as an affiliate receivable from Dex Media West for the portion of the liabilities associated with the Dex Media West employees. Dex Media West is charged and carries an affiliate payable for the portion of the liabilities associated with employees providing services to Dex Media West. Under the Shared Services and Employees Agreement, dated September 9, 2003, expenses related to Dex Media West employees providing services entirely for Dex Media West are allocated 100% to Dex Media West. Shared employee expenses are allocated and charged to Dex Media West based upon Dex Media West’s proportional share of consolidated Dex Media revenues. All cash related affiliate balances are settled at least monthly. In addition, after the RHD Merger, certain transactions are managed by RHD on a centralized basis. Under this centralized cash management program, RHD and the Company advance funds and allocate certain operating expenditures to each other.

These net intercompany balances have been classified as a current liability at March 31, 2009 and December 31, 2008, as the Company intends to settle these balances with Dex Media during the next twelve months. Changes in net intercompany balances resulting from operating transactions have been presented as operating activities on the condensed consolidated statements of cash flows for the three months ended March 31, 2009 and 2008.

On March 19, 2009, we entered into a loan agreement with RHD Service LLC (“RHD Service”), a direct wholly-owned subsidiary of RHD, for $75.0 million. The loan agreement has a stated maturity date of March 31, 2010 and interest is payable on a quarterly basis commencing June 30, 2009 at an annual rate of 8.75%. Funds for the loan made to RHD Service were obtained from amounts borrowed under the unused portion of the Dex Media West Revolver on February 13, 2009. This intercompany loan has been classified as a current asset at March 31, 2009 based on the stated maturity date and is presented as an investing activity on the condensed consolidated statements of cash flows for the three months ended March 31, 2009. Interest income resulting from this loan is included in interest expense, net on the condensed consolidated statement of operations for the three months ended March 31, 2009.

In general, we and our subsidiary are restricted from paying dividends, loans or advances to Dex Media, subject to certain exceptions, under the terms of the Dex Media West credit facility and indentures governing our notes. Dividends of $32.5 million were paid to Dex Media during the three months ended March 31, 2009. These dividends are presented as a financing activity on the condensed consolidated statements of cash flows for the three months ended March 31, 2009. There were no dividends paid to Dex Media during the three months ended March 31, 2008.

11. Subsequent Events

On April 15, 2009, RHD exercised a 30-day grace period on $54.6 million in interest payments due on its 8.875% Series A-4 Senior Notes due 2017, while continuing to work on its previously announced plan to restructure all of its long-term debt. Exercising the grace period does not constitute an event of default under the bond indenture or any of its other debt agreements unless RHD fails to make the interest payments within 30 days of the due date, absent an extension. At this time, RHD has not yet determined whether it will make these interest payments within 30 days of the due date. As previously noted, an event of default at RHD would not create an event of default at Dex Media or Dex Media West.

Our collective bargaining agreement with the International Brotherhood of Electrical Workers of America (“IBEW”) expired on May 8, 2009. The Company and the IBEW have not yet agreed on a final contract. The collective bargaining agreement with the Communications Workers of America (“CWA”) expires in October 2009. We intend to engage in good faith bargaining and, as such, the results of negotiations on these two respective agreements cannot yet be determined.

Item 2. Management’s Narrative Analysis of Results of Operations

Pursuant to General Instruction H(2)(a) of Form 10-Q: (i) the information called for by Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, has been omitted and (ii) we are providing the following Management’s Narrative Analysis of Results of Operations.

Forward-Looking Information

Certain statements contained in this Quarterly Report on Form 10-Q regarding our future operating results, performance, business plans or prospects and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, words such as “believe,” “expect,” “anticipate,” “should,” “will,” “would,” “planned,” “estimated,” “potential,” “goal,” “outlook,” “may,” “predicts,” “could,” or the negative of those words and ~~similar~~other comparable expressions, are used to identify such forward-looking statements. All forward-looking statements reflect ~~only~~ our current beliefs and assumptions with respect to our future results, business plans and prospects, ~~and are~~ based ~~solely~~ on information currently available to us. and are subject to certain risks and uncertainties. Accordingly, these statements are subject to significant risks and uncertainties and our actual results, business plans and prospects could differ significantly from those expressed in, or implied by, these statements. We caution readers not to place undue reliance on, and we undertake no obligation to update, other than as imposed by law, any forward-looking statements. Such risks, uncertainties and contingencies include, but are not limited to, statements about ~~the benefits of the merger between R.H. Donnelley Corporation (“RHD”) and~~ Dex Media, ~~Inc.~~West’s ~~(“Dex Media”) (the “RHD Merger”), including~~ future financial and operating results, Dex Media West’s plans, objectives, expectations and intentions and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) ~~the~~ our ~~risk~~ability ~~that~~to ~~the~~generate ~~legacy~~sufficient ~~Dex~~cash ~~Media~~to ~~and~~service ~~RHD~~our ~~businesses will~~significant ~~not~~debt ~~continue to be integrated successfully~~levels; (2) ~~the~~our ~~risk~~ability ~~that~~to comply with or obtain modifications or waivers of the ~~expected~~financial ~~strategic advantages~~covenants ~~and~~contained ~~remaining~~in ~~cost~~our ~~savings~~debt agreements, ~~from~~and the ~~RHD~~potential ~~Merger~~impact ~~may~~to ~~not~~operations beand ~~fully~~liquidity ~~realized~~as ora ~~may~~result ~~take~~of restrictive ~~longer~~covenants toin ~~realize~~such ~~than~~debt ~~expected~~agreements; (3) ~~disruption~~our ~~from~~ability ~~the~~to ~~RHD~~refinance ~~Merger~~or ~~making~~restructure itour ~~more~~debt ~~difficult to~~on ~~maintain~~reasonable ~~relationships~~terms ~~with~~and ~~customers,~~conditions ~~employees~~as ormight ~~suppliers;~~be ~~and~~necessary ~~(4) general~~from ~~economic~~time ~~conditions~~to time, particularly in light of ~~and~~the ~~consumer~~continuing ~~sentiment~~instability in ~~our~~the ~~markets.~~global ~~Additional~~credit ~~risks~~markets; ~~and~~(4) increasing ~~uncertainties~~LIBOR ~~are~~rates; ~~described~~(5) changes in ~~detail~~ indirectory ~~Item 1A,~~advertising ~~“Risk~~spend ~~Factors”~~and inconsumer ~~our~~usage; ~~Annual~~(6) regulatory ~~Report~~and onjudicial ~~Form~~rulings; ~~10-K~~(7) competition ~~for~~and ~~the~~other ~~year~~economic ~~ended~~conditions; ~~December~~(8) ~~31,~~changes ~~2006 (“2006~~in ~~10-K”).~~the ~~Unless~~Company’s ~~otherwise~~credit ~~indicated,~~ratings; ~~the~~(9) changes in ~~terms~~accounting ~~“Dex~~standards; ~~Media~~(10) adverse ~~West,”~~results ~~the~~from ~~“Company~~litigation,” ~~“we,”~~governmental ~~“us”~~investigations or tax ~~and~~related ~~“our”~~proceedings ~~refer~~or ~~collectively~~audits; to(11) the ~~Dex~~effect ~~Media~~of ~~West~~labor ~~LLC~~strikes, ~~its~~lock-outs ~~direct~~and ~~wholly-owned~~negotiations; ~~subsidiary~~(12) successful integration and ~~its~~realization ~~and their~~of ~~predecessors.~~the ~~“Predecessor~~expected ~~Company”~~benefits ~~refers~~of toacquisitions; (13) the ~~operations~~continued enforceability of ~~Dex~~the ~~Media~~commercial ~~West~~agreements ~~prior~~with toQwest; ~~the consummation~~(14) our ofreliance ~~the~~on ~~RHD~~third-party ~~Merger~~vendors for onvarious ~~January~~services; and (15) ~~31,~~other ~~2006.~~events ~~“Successor~~beyond ~~Company”~~our ~~refers~~control tothat ~~the~~may ~~operations~~result ofin unexpected ~~Dex~~adverse ~~Media~~operating ~~West~~results. ~~subsequent~~Additional torisks ~~the~~and ~~consummation~~uncertainties ofare ~~the~~described ~~RHD~~in ~~Merger.~~detail ~~For~~in ~~ease~~Item 1A, “Risk ofFactors” ~~reference~~in ~~throughout this~~our ~~quarterly~~Annual ~~report~~Report on Form 10-QK ~~“Dex~~for ~~Media”~~the ~~means~~year ~~(a)~~ended December at31, ~~all~~2008. ~~times~~Unless otherwise ~~prior~~indicated, to the ~~RHD~~terms ~~Merger,~~ “Dex Media, ~~Inc.~~West,” the ~~predecessor~~“Company,” of“we,” ~~Forward Acquisition Corporation (~~“~~FAC~~us”) and a“our” ~~direct subsidiary of~~refer ~~Dex~~collectively ~~Holdings~~to ~~LLC and (b) at all times following the RHD Merger,~~ Dex Media, ~~Inc.,~~West ~~formerly known as FAC~~LLC, aits direct wholly-owned subsidiary ofand ~~RHD~~its and their predecessors.

Corporate Overview

~~Dex~~We ~~Media~~are isa ~~the~~leader ~~largest~~in ~~directory~~local ~~publisher~~search inwithin the Dex West States, as (defined below). ~~Together with~~During ~~its parent~~2008, ~~RHD,~~we generated ~~Dex~~revenues ~~Media is one~~ of ~~the~~approximately ~~nation’s largest Yellow Pages and online local commercial search companies, based on revenue~~$912.9 million ~~RHD’s “triple-play” integrated marketing solutions assist advertisers~~ by ~~attracting~~fulfilling ~~large~~two ~~volumes~~critical ofroles ~~ready-to-buy~~that ~~consumers through~~ address the ~~combination~~needs of ~~our~~ ~~print~~the ~~directories,~~growing ~~Internet~~local ~~Yellow Pages (“IYP”) and~~ search ~~engine marketing (“SEM”) and search~~marketplace: ~~engine optimization (“SEO”) services.~~

As• ~~previously~~We ~~announced,~~provide ~~RHD is utilizing a new Dex market brand for all of its print and online products across its entire footprint. As part of this branding strategy~~simple, ~~RHD~~cost ~~also~~effective ~~announced DexKnows.com®~~marketing assolutions ~~its~~to ~~new~~our ~~uniform~~advertisers ~~resource locator (“URL”) across its entire footprint~~ that ~~will~~generate ~~upgrade~~a ~~its~~large ~~existing~~volume ~~online~~of ~~sites~~ready-to-buy ~~over~~consumers ~~the~~for ~~remainder~~their oflocal ~~2007 and into 2008~~businesses. ~~This initiative~~• ~~was~~We ~~undertaken~~provide aslocal ~~IYP is a cornerstone of the “triple play” strategy and this platform will make our rich, accurate content available on a single~~ search ~~site.~~solutions ~~RHD will continue~~ to ~~leverage~~ ~~the~~consumers ~~recognizable~~that ~~Embarq~~are ~~(formerly~~easy ~~known~~to asuse ~~Sprint)~~ and ~~AT&T~~deliver ~~(formerly~~highly ~~known~~relevant assearch ~~SBC)~~results ~~brands on~~through ~~its print products in those respective markets while also creating~~ a ~~single~~variety ~~look~~of ~~and feel for both~~ print and online ~~products~~media ~~by highlighting the Dex name~~platforms. Within the Qwest markets, the Dex brand has tremendous name recognition and DexKnows.com is the leader in online local search. The DexKnows.com site leverages this success and adds enhanced capabilities, new features and an intuitive interface.

Through our Dex® ~~Media~~Advantage, ~~West~~customers’ ~~LLC~~business information is aleveraged ~~subsidiary~~and ofmarketed ~~Dex~~through ~~Media~~a single ~~West,~~profile ~~Inc.~~ and andistributed ~~indirect~~via ~~wholly-owned~~a ~~subsidiary~~ variety of ~~Dex~~local ~~Media~~search products. Dex ~~Media~~ensures ~~West~~advertisers’ business iscontent ~~the~~and ~~exclusive~~messages ~~publisher~~are offound ~~the~~wherever, ~~“official”~~whenever ~~yellow~~and ~~pages~~however ~~and~~consumers ~~white~~choose to search. ~~pages~~The ~~directories~~Dex ~~for~~Advantage ~~Qwest~~spans ~~Corporation,~~multiple ~~the~~media platforms for local ~~exchange~~advertisers ~~carrier~~including ofprint ~~Qwest~~with ~~Communications~~the Dex ~~International~~directories, ~~Inc.~~which (“we co-brand with Qwest”), ina ~~Arizona,~~recognizable ~~Idaho,~~brand ~~Montana,~~in ~~Oregon,~~the ~~Utah~~industry, ~~Washington~~online and ~~Wyoming~~mobile ~~(collectively~~devices with dexknows.com ®, ~~the~~voice-activated “directory search at 1-800-Call-Dex™ ~~West~~and leading ~~States”)~~search engines and other online sites via Dex Net™.

14We believe our ability to effectively compete in our industry is supported and enhanced by our local marketing consultants, who serve as trusted advisors for marketing support and service in the local markets we serve. Our local marketing consultants work closely with advertisers to first discover their needs and goals, assess their unique situations, and then recommend customized, cost-effective, directional local search solutions to help their businesses grow. Additional factors that support our ability to effectively compete in our industry include:

~~Significant~~• ~~Business~~Brand: ~~Developments~~ 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 more than 200,000 national and local businesses in 7 states and an infrastructure to service these national and local advertisers.

OnDex ~~August 23,~~Media ~~2007,~~West ~~RHD~~is ~~acquired~~the ~~Business.com,~~exclusive ~~Inc.~~publisher ~~(“Business.com”), a leading business search engine and directory and performance based advertising network, for a disclosed amount~~ of ~~$345.0 million (~~the “~~Business.com Acquisition~~official”). ~~The~~yellow ~~purchase~~pages ~~price determined in accordance with generally accepted accounting principles (“GAAP”) is $334.2 million~~ and ~~excludes~~white ~~certain items such~~pages asdirectories ~~the~~for ~~value~~Qwest ~~of unvested equity awards. The purpose of the Business.com Acquisition was to expand RHD and the Company’s existing interactive portfolio by adding leading Internet advertising talent and technology~~Corporation, ~~to strengthen RHD and~~ the ~~Company’s position in the expanding~~ local ~~commercial search~~exchange ~~market~~carrier ~~and to develop an online performance based advertising network. Business.com also provides the established business-to-business online properties~~ of ~~Business.com,~~Qwest ~~Work.com~~Communications ~~and the~~International ~~Business~~Inc.~~com~~ ~~Advertising~~(“Qwest”), ~~Network.~~in WeArizona, ~~expect~~Idaho, toMontana, ~~adopt~~Oregon, ~~the Business.com technology platform to serve our existing advertiser base at our DexKnows.com Internet Yellow Pages site. Business.com now operates as a direct~~Utah, ~~wholly-owned~~Washington ~~subsidiary~~and ofWyoming ~~RHD. As such~~(collectively, the ~~results of Business.com are not~~ ~~included~~“Dex inWest ~~the Company’s operating results~~States”).

Recent Trends Related to Our Business

R.H. Donnelley Corporation (“RHD”) and the Company have been experiencing lower advertising sales primarily as a result of declines in recurring business (both renewal and increases to existing advertisers), mainly driven by weaker economic trends, reduced consumer confidence and more cautious advertiser spending in our markets. Advertising sales have also been impacted by an increase in competition and more fragmentation in the local business search space. In addition, RHD and the Company have been experiencing adverse bad debt trends attributable to many of these same economic challenges in our markets. We expect that these economic challenges will continue in our markets, and, as such, our advertising sales, bad debt experience and operating results will continue to be adversely impacted in the foreseeable future.

In response to these economic challenges, we continue to actively manage expenses and are considering and acting upon a host of initiatives to streamline operations and contain costs. At the same time, we are improving the value we deliver to our advertisers by expanding the number of platforms and media through which we deliver their message to consumers as well as adjusting the pricing to give advertisers more exposure for the same price. We are also committing our sales force to focus on selling the value provided to local businesses through these expanded platforms, including our Dex directories, online and mobile devices, voice-activated directory search and leading search sites. In addition, we continue to invest in our future through initiatives such as new sales force automation, an advertiser self service system and portal, new mobile and voice search platforms and associated employee training. As economic conditions recover in our markets, we believe these investments will drive future revenue growth, thereby enhancing RHD shareholder value.

Given the ongoing global credit and liquidity crisis and its significant negative impact on financial markets, the overall economy and the continued decline in RHD’s advertising sales and other operating results and downward revisions to RHD’s forecasted results, the recent downgrade of certain of Dex Media’s and our credit ratings and RHD’s credit ratings, the continued decline in the trading value of Dex Media’s and our debt and RHD’s debt securities, RHD performed impairment tests of its definite-lived intangible assets and other long-lived assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”). RHD’s testing results of its definite-lived intangible assets and other long-lived assets indicated no further impairment as of March 31, 2009.

As a result of the credit and liquidity crisis in the United States and throughout the global financial system, substantial volatility in world capital markets and the banking industry has occurred. Several large banking and financial institutions have received funding from the federal government, been granted government loan guarantees, been taken over by federal regulators, merged with other financial institutions, or have initiated bankruptcy proceedings. These and other events have had a significant negative impact on financial markets, as well as the overall economy. This unprecedented instability may make it difficult for RHD and the Company to access the credit market and to obtain financing or refinancing, as the case may be, on satisfactory terms or at all. In addition, as a result of the global economic instability, RHD’s and our pension plan’s investment portfolio has experienced significant volatility and a decline in fair value during 2008 and into 2009. However, because the values of RHD’s and our pension plan’s individual investments have and will fluctuate in response to changing market conditions, the amount of gains or losses that will be recognized in subsequent periods and the impact on the funded status of the pension plan and future minimum required cash contributions, if any, cannot be determined at this time.

Going Concern

Item 1, “Financial Statements — Unaudited” — Note 1, “Business and Basis of Presentation” contains a statement indicating that certain events could impact our ability to continue as a going concern. The assessment of our ability to continue as a going concern was made by management considering, among other factors: (i) the significant amount of maturing debt obligations; (ii) the current global credit and liquidity crisis; (iii) the significant negative impact on our operating results and cash flows from the overall downturn in the global economy and an increase in competition and more fragmentation in the local business search space; (iv) that certain of our credit ratings have been recently downgraded; and (v) that RHD’s common stock ceased trading on the New York Stock Exchange (“NYSE”) on December 31, 2008 and is now traded over-the-counter on the Pink Sheets. This is further reflected by our non-cash goodwill impairment charges of $1.4 billion and intangible asset impairment charge of $326.0 million recorded for the year ended December 31, 2008. Management has also considered our projected inability to comply with certain covenants under our debt agreements over the next 12 months. These circumstances and events have increased the risk that we will be unable to continue to satisfy all of our debt obligations when they are required to be performed, and, in management’s view, raise substantial doubt as to whether the Company will be able to continue as a going concern for a reasonable period of time.

Based on current financial projections, we expect to be able to continue to generate cash flow from operations in amounts sufficient to satisfy our interest and principal payment obligations through June 2010. RHD recently announced that it continues to have discussions with its bondholders and major banks regarding a debt restructuring plan. As noted below, RHD recently exercised a 30-day grace period on $54.6 million in interest payments due on its 8.875% Series A-4 Senior Notes due 2017. RHD may conclude that the optimal manner in which to effect a debt restructuring plan includes not making these interest payments within 30 days of the due date. Our ability to satisfy our debt repayment obligations will depend in large part on our success in or the terms and conditions of (i) refinancing certain of our obligations through other issuances of debt or equity securities; (ii) amending or restructuring some of the terms, maturities and principal amounts of our obligations; or (iii) effecting other transactions or agreements with holders of such obligations. We could potentially incur payment and/or other defaults on certain of our debt obligations, which, if not waived by our respective lenders, could lead to the acceleration of all or most of our debt obligations.

Our credit facility and the indentures governing our notes also contain financial covenants relating to, among other items, maximum consolidated leverage, minimum interest coverage and maximum senior secured leverage, as defined therein. Under the credit facility, these covenants are generally maintenance tests, meaning that they are measured each quarter, with failure to meet the test constituting an event of default under the credit agreement. Our ability to maintain compliance with these financial covenants during 2009 is dependent on various factors, certain of which are outside of our control. Such factors include our ability to generate sufficient revenues and cash flows from operations, our ability to achieve reductions in our outstanding indebtedness, changes in interest rates and the impact on earnings, investments and liabilities.

Based on our current forecast, and absent a modification or waiver, the minimum interest coverage and total leverage covenants of the Dex Media West credit facility will not be satisfied when measured as of the third quarter of 2009 and the senior secured leverage covenant of the Dex Media West credit facility will not be satisfied when measured as of the second quarter of 2010. As noted below the covenant default at Dex Media West could cause a cross default at Dex Media as of the third quarter of 2009.

Substantially all of the assets of Dex Media West and its subsidiary, including their equity interests, are pledged to secure the obligations under the credit facility. The failure to comply with the financial covenants contained in the credit facility would result in one or more events of default, which, if not cured or waived, could require the applicable borrower to repay the borrowings thereunder before their scheduled due dates. If we are unable to make such repayments or otherwise refinance these borrowings, the lenders under the credit facility could pursue the various default remedies set forth in the credit facility agreement, including executing on the collateral securing the credit facility. In addition, events of default under the credit facility may trigger events of default under the indentures governing our notes.

An event of default at Dex Media West would create a default at Dex Media. Furthermore, certain actions by Dex Media would create a default at Dex Media West under the credit agreement. An event of default at RHD would not create an event of default at Dex Media or Dex Media West.

Item 1, “Financial Statements — Unaudited” — Note 11, “Subsequent Events,” contains a statement that on April 15, 2009, RHD exercised a 30-day grace period on $54.6 million in interest payments due on its 8.875% Series A-4 Senior Notes due 2017. If these interest payments are not paid within the 30-day grace period, RHD would be in default and approximately $3.2 billion in RHD debt would become callable. See Item 1, “Financial Statements – Unaudited” – Note 11, “Subsequent Events” for additional information.

Significant Financing Developments

On February 13, 2009, the Company borrowed the unused portion under the Dex Media West revolving credit facility (“Dex Media West Revolver”) totaling $90.0 million. The Company made the borrowing under the revolving credit facility to preserve its financial flexibility in light of the continuing uncertainty in the global credit markets.

Segment Reporting

Management reviews and analyzes its business of ~~publishing~~providing ~~yellow pages directories and related~~ local ~~commercial~~ search solutions as one operating segment.

New Accounting Pronouncements

We have reviewed accounting pronouncements that were issued as of ~~September~~March 3031, ~~2007~~2009, which the ~~Company~~ Company has not yet adopted, and do not believe that ~~the~~these pronouncements will have a material impact on on our financial position or operating results.

~~Factors Affecting Comparability~~20

As a result of the RHD Merger, the related financings and associated purchase accounting, our 2007 results reported in accordance with GAAP are not comparable to our 2006 reported GAAP results. Under the deferral and amortization method of revenue recognition, the billable value of directories published is recognized as revenue in subsequent reporting periods. However, purchase accounting precluded us from recognizing directory revenue and certain expenses associated with directories that published prior to the RHD Merger, including all directories published in the month the RHD Merger was completed. Thus, our reported 2006 GAAP results are not indicative of our underlying operating and financial performance. Our revenue and operating expenses for the eight months ended September 30, 2006 were $387.5 million and $52.2 million lower, respectively, than our revenue and operating expenses would have otherwise been because of the RHD Merger. These purchase accounting adjustments are non-recurring and have no historical or future cash impact.

RESULTS OF OPERATIONS~~, INCLUDING COMBINED RESULTS~~

InThree ~~addition to the GAAP presentation of our results for the nine~~ months ended ~~September~~March ~~30, 2007, the eight months ended September 30, 2006 and the one month ended January~~ 31, ~~2006,~~2009 we have provided the following combined results of Dex Media West for the nine months ended September 30, 2006 because we believe that such financial information is important to gain an understanding of the impact of the RHD Merger on Dex Media West’s underlying historical performance and ~~future~~2008 financial results. The financial information for the combined nine months ended September 30, 2006 includes the financial information of the Predecessor Company for the one month ended January 31, 2006 and of the Successor Company for the eight months ended September 30, 2006. Although we have provided these combined results in order to provide a more meaningful discussion of the periods presented, the results of periods presented are not strictly comparable due to the change in basis of assets and accounting policies that resulted from the RHD Merger.

~~Nine~~Net ~~months ended September 30, 2007 and the combined nine months ended September 30, 2006~~Revenues

~~Net~~The ~~Revenue~~components of our net revenues for the three months ended March 31, 2009 and 2008 were as follows:

The components of our net revenue for the nine months ended September 30, 2007 and the combined nine months ended September 30, 2006 were as follows:


	Three months ended March 31,
(amounts in millions)	2009			2008			$ Change			% Change
Gross directory advertising revenues	$	214.4		$	238.1		$	(23.7	)		(10.0	)%
Sales claims and allowances		(5.4	)		(5.3	)		(0.1	)		(1.9	)

Net directory advertising revenues		209.0			232.8			(23.8	)		(10.2	)
Other revenues		2.3			3.4			(1.1	)		(32.4	)

Total Net Revenues	$	211.3		$	236.2		$	(24.9	)		(10.5	)%

							Predecessor
	Successor Company						Company		Combined
	Nine Months			Eight Months			One Month		Nine Months
	Ended			Ended			Ended		Ended
	September 30,			September 30,			January 31,		September 30,
(amounts in thousands)	2007			2006			2006		2006			$ Change
Gross directory advertising revenue	$	717,532		$	237,174		$	77,193	$	314,367		$	403,165
Sales claims and allowances		(21,906	)		(9,470	)		1		(9,469	)		(12,437	)
Net directory advertising revenue		695,626			227,704			77,194		304,898			390,728
Other revenue		10,327			8,266			1,609		9,875			452
Total Net Revenue	$	705,953		$	235,970		$	78,803	$	314,773		$	391,180

Our directory advertising revenues are earned primarily from the sale of advertising in yellow pages directories we publish, net of sales claims and allowances. Directory advertising revenues also include revenues for Internet-based advertising products including online directories, such as dexknows.com, and Dex Net. Directory advertising revenues are affected by several factors, including changes in the quantity and size of advertisements, acquisition of new customers, renewal rates of existing customers, premium advertisements sold, changes in advertisement pricing, the introduction of new products, an increase in competition and more fragmentation in the local business search space and general economic factors. Revenues with respect to print advertising and Internet-based advertising products that are sold with print advertising are recognized under the deferral and amortization method. Revenues related to our print advertising are initially deferred when a directory is published and recognized ratably over the directory’s life, which is typically 12 months. Revenues with respect to our Internet-based advertising products that are sold with print advertising are initially deferred until the service is delivered or fulfilled and recognized ratably over the life of the contract. Revenues with respect to Internet-based services that are not sold with print advertising, such as Dex Net, are recognized as delivered or fulfilled.

~~Our~~As ~~directory~~a ~~advertising~~result ~~revenue~~of ~~is earned primarily from~~ the ~~sale~~deferral ofand ~~advertising~~amortization inmethod ~~yellow pages directories we publish, net~~ of ~~estimated sales claims and allowances. Directory advertising~~ revenue ~~also~~ ~~includes revenue for those Internet-based advertising products that are bundled with print advertising~~recognition, ~~including~~recognized ~~certain IYP products, and Internet-based advertising products not bundled~~gross ~~with~~directory ~~print~~ advertising, ~~such~~revenues asreflect ~~our~~the ~~SEM~~amortization ~~and~~of ~~SEO services. Directory~~ advertising ~~revenue~~sales isconsummated ~~affected by several factors, including changes~~ in ~~the quantity and size of advertisements sold, defectors~~prior ~~and~~periods ~~new advertisers~~ as well as ~~the~~advertising ~~proportion~~sales ofconsummated ~~premium advertisements sold, changes~~ in the ~~pricing~~ ofcurrent ~~advertising,~~period. ~~changes~~As innoted ~~the~~further ~~quantity~~below, advertising ~~and~~sales ~~mix~~have ofcontinued ~~advertising~~to ~~purchased~~deteriorate ~~per~~due ~~account~~to ~~and~~ the ~~introduction~~overall ofeconomic ~~additional~~instability ~~products~~and ~~which generate incremental revenue. Revenue with respect to~~will ~~print~~result ~~advertising,~~in ~~and~~lower ~~Internet-based~~recognized advertising ~~products~~revenues ~~that~~in ~~are~~future ~~bundled~~periods ~~with print advertising~~because, is ~~recognized~~as ~~under the deferral and amortization method~~noted, ~~whereby~~such ~~revenue is initially deferred~~revenues ~~when~~are ~~a directory is published and~~ recognized ratably over the directory’s life~~, which is typically 12 months~~. ~~Revenue with respect to Internet-based services that are not bundled with print~~ ~~advertising, such as SEM and SEO services, is recognized as delivered or fulfilled.~~

~~Net~~Gross directory advertising ~~revenue~~revenues infor the ~~nine~~three months ended ~~September~~March 3031, ~~2007~~2009 ~~and~~decreased ~~the combined nine~~$23.7 ~~months~~million, ~~ended~~or ~~September 30~~10.0%, ~~2006~~from ~~was~~the ~~$695.6 million~~three ~~and~~months ~~$304.9~~ended March ~~million~~31, ~~respectively~~2008. The ~~increase~~ decrease in ~~net~~gross directory advertising ~~revenue~~revenues offor ~~$390.7~~the three months ended March ~~million~~31, 2009 is ~~primarily~~ due to ~~the~~declines ~~effects~~in ~~of purchase~~advertising ~~accounting~~sales ~~associated~~over ~~with~~ the ~~RHD~~past ~~Merger~~twelve inmonths, ~~2006.~~primarily ~~This~~as ~~increase~~a ~~was~~result ~~partially~~of ~~offset~~declines ~~by a modest decrease~~ in ~~print~~recurring ~~advertisement~~business, ~~sales~~mainly driven ~~attributed~~by toreduced ~~weaker~~consumer ~~housing~~confidence ~~trends~~ and ~~economic~~more ~~conditions. Net~~cautious ~~directory~~advertiser ~~advertising~~spending ~~revenue~~in ~~for~~our ~~the~~markets ~~combined~~given our ~~nine~~advertisers’ ~~months~~perception ~~ended~~of ~~September 30, 2006 excluded~~ the ~~amortization~~economic health of ~~net~~their ~~directory~~respective ~~advertising~~markets, ~~revenue~~as ~~for~~well ~~Dex~~as ~~Media-branded directories published~~an ~~before~~increase ~~the~~in ~~RHD~~competition ~~Merger under the deferral~~ and ~~amortization~~more ~~method~~fragmentation ~~totaling $383.8 million, which would have been reported~~ in the ~~period~~local ~~absent~~business ~~purchase~~search ~~accounting~~space.

Other ~~revenue~~revenues ~~includes~~for ~~barter revenue, late fees received on outstanding customer balances, sales of directories and certain other print and Internet products. Other revenue in~~ the ~~nine~~three months ~~ended~~ ~~September 30, 2007 and the combined nine months~~ ended ~~September~~March 3031, ~~2006~~2009 ~~was~~decreased $101.31 million ~~and $9.9 million~~, ~~respectively.~~or ~~The increase in other revenue of $0~~32.4 ~~million~~%, isfrom ~~primarily due to recognizing a full period of results for~~ the ~~Dex Media publication~~ ~~cycle~~three ~~during~~months ~~the~~ended ~~current~~March 31, ~~period~~2008. ~~This~~Other ~~increase~~revenues ~~was~~includes ~~partially~~late ~~offset by~~fees areceived ~~decrease~~on inoutstanding customer balances, barter ~~revenue.~~revenues, ~~For~~commissions ~~the~~earned ~~combined~~on ~~nine~~sales ~~months~~contracts ~~ended September 30,~~with ~~2006,~~respect ~~other revenue was $3.8 million lower~~to ~~than~~advertising itplaced ~~would~~into ~~have~~other ~~been~~publishers’ ~~due~~directories, toand ~~the~~sales ~~impact~~ of ~~purchase~~directories ~~accounting, primarily~~and ~~due~~certain toother advertising-related ~~barter revenue~~products.

1621

Total net revenue in the nine months ended September 30, 2007 and the combined nine months ended September 30, 2006 was $706.0 million and $314.8 million, respectively. The increase in total net revenue is primarily a result of the impact of purchase accounting during the combined nine months ended September 30, 2006 described above. Purchase accounting related to the RHD Merger has no impact on reported net revenue in 2007.

Expenses

The components of total expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2007~~2009 and ~~the~~2008 ~~combined~~were ~~nine months ended September 30, 2006 are~~ as follows:

						Predecessor
	Three months ended March 31,
	Successor Company					Company			Combined
(amounts in millions)	2009		2008		$ Change			% Change
	Nine Months		Eight Months			One Month			Nine Months
Production, publication and distribution expenses	$	29.5	$	34.1	$	(4.6	)		(13.5	)%
	Ended		Ended			Ended			Ended
Selling and support expenses		55.2		56.7		(1.5	)		(2.6	)
	September 30,		September 30,			January 31,			September 30,
General and administrative expenses		10.0		8.2		1.8			22.0
(amounts in thousands)	2007		2006			2006			2006		$ Change
Depreciation and amortization expense		58.6		49.2		9.4			19.1
Cost of revenue	$	285,638	$	187,214		$	33,598		$	220,812	$	64,826
Impairment charges		—		1,063.0		(1,063.0	)		N/M
G&A expenses		28,853		30,041			4,991			35,032		(6,179	)
Total	$	153.3	$	1,211.2	$	(1,057.9	)		(87.3	)%
D&A expenses		141,934		94,565			14,661			109,226		32,708
Total	$	456,425	$	311,820		$	53,250		$	365,070	$	91,355

Substantially all expenses are derived from our directory publishing business and Internet-based advertising products and services. Certain costs directly related to the selling and production of directories are initially deferred and recognized ratably over the life of the directory. These costs are specifically identifiable to a particular directory and include sales commissions and print, paper and initial distribution costs. Sales commissions include commissions paid to employees for sales to local advertisers and to certified marketing representatives (“CMRs”), which act as our channel to national advertisers. All other expenses, such as sales person salaries, sales manager compensation, sales office occupancy, publishing and information technology services, are not specifically identifiable to a particular directory and are recognized as incurred. In the Predecessor Company financial statements, deferred directory costs also included employee and systems support costs directly associated with the publication of directories. Our costs recognized in a reporting period consist ofN/M: ~~(i) costs~~Not ~~incurred in that period and fully recognized in that period; (ii~~Meaningful) ~~costs incurred in a prior period, a portion of which is amortized and recognized in~~ the current period; and (iii) costs incurred in the current period, a portion of which is amortized and recognized in the current period and the balance of which is deferred until future periods. Consequently, there will be a difference between costs recognized in any given period and costs incurred in the given period, which may be significant. All deferred costs related to the sale and production of directories are recognized ratably over the life of each directory under the deferral and amortization method of accounting, with cost recognition commencing in the month of directory distribution.

~~Cost~~Certain costs directly related to the selling and production of ~~Revenue~~directories are initially deferred and recognized ratably over the life of the directory under the deferral and amortization method of accounting, with cost recognition commencing in the month directory distribution is substantially complete. These costs are specifically identifiable to a particular directory and include sales commissions and print, paper and initial distribution costs. Sales commissions include amounts paid to employees for sales to local advertisers and to certified marketing representatives (“CMRs”), which act as our channel to national advertisers. All other expenses, such as sales person salaries, sales manager compensation, sales office occupancy, publishing and information technology services, are not specifically identifiable to a particular directory and are recognized as incurred. Our costs recognized in a reporting period consist of: (i) costs incurred in that period and fully recognized in that period; (ii) costs incurred in a prior period, a portion of which is amortized and recognized in the current period; and (iii) costs incurred in the current period, a portion of which is amortized and recognized in the current period and the balance of which is deferred until future periods. Consequently, there will be a difference between costs recognized in any given period and costs incurred in the given period, which may be significant.

~~Total cost of revenue for the nine months ended September 30~~Production, ~~2007~~Publication and ~~the~~Distribution ~~combined nine months~~Expenses ended September 30, 2006 was $285.6 million and $220.8 million, respectively. The increase in cost of revenue of $64.8 million is primarily due to the impact of purchase accounting associated with the RHD Merger in 2006. Similar to the deferral and amortization method of revenue recognition, certain costs directly related to the selling and production of our directories are initially deferred when incurred and recognized ratably over the life of a directory. As a result of purchase accounting required by GAAP, deferred commissions and print and delivery costs totaling $85.2 million for directories that published prior to the RHD Merger were not reported in the combined nine months ended September 30, 2006. Directory expenses for the combined nine months ended September 30, 2006 include the amortization of deferred directory costs relating to the Dex Media West directories published beginning in February 2006. As a result of purchase accounting required by GAAP, we recorded the deferred directory costs related to directories that were scheduled to publish subsequent to the RHD Merger at their fair value of $68.7 million, determined as (a) the estimated billable value of the published directory less (b) the expected costs to complete the directories, plus (c) a normal profit margin. We refer to this purchase accounting entry as “cost uplift.” These costs are amortized as cost of revenue over the terms of the applicable directories and such amortization totaled $15.3 million representing a decrease of $17.7 million for the nine months ended September 30, 2007 as compared to the prior period. Approximately $0.4 million of cost uplift expense remains unamortized at September 30, 2007, which will be fully expensed during the three months ending December 31, 2007.

17Total production, publication and distribution expenses for the three months ended March 31, 2009 and 2008 were $29.5 million and $34.1 million, respectively. The primary components of the $4.6 million, or 13.5%, decrease in production, publication and distribution expenses for the three months ended March 31, 2009, were as follows:


	Three months ended
(amounts in millions)	March 31, 2009
	$ Change
Decreased information technology (“IT”) expenses.	$	(1.9	)
Decreased print, paper and distribution costs		(1.1	)
All other, net		(1.6	)

Total decrease in production, publication and distribution expenses for the three months ended March 31, 2009	$	(4.6	)

During the three months ended March 31, 2009, production, publication and distribution related IT expenses decreased $1.9 million, compared to the three months ended March 31, 2008, primarily due to a reduction in headcount and outside contractor services. This decline is also due to additional spending during the three months ended March 31, 2008 associated with our IT infrastructure to support our products and services and enhancements and technical support of multiple production systems as we continued to integrate to a consolidated IT platform.

During the three months ended March 31, 2009, print, paper and distribution costs declined $1.1 million, compared to the three months ended March 31, 2008. This decline is primarily due to improved efficiencies in the display of advertiser content in our print products, the refinement of our distribution scope across all of our markets and negotiated price reductions in our print expenses.

Selling and Support Expenses

Total selling and support expenses for the three months ended March 31, 2009 and 2008 were $55.2 million and $56.7 million, respectively. The primary components of the $1.5 million, or 2.6%, decrease in selling and support expenses for the three months ended March 31, 2009, were as follows:


	Three months ended
(amounts in millions)	March 31, 2009
	$ Change
Decreased commissions and salesperson costs	$	(4.5	)
Decreased directory publishing costs		(1.4	)
Increased bad debt expense		4.6
All other, net		(0.2	)

Total decrease in selling and support expenses for the three months ended March 31, 2009	$	(1.5	)

During the three months ended March 31, 2009, commissions and salesperson costs declined $4.5 million, compared to the three months ended March 31, 2008, primarily due to lower advertising sales as well as headcount reductions and consolidation of responsibilities.

During the three months ended March 31, 2009, directory publishing costs decreased $1.4 million, compared to the three months ended March 31, 2008, primarily due to a reduction in headcount and related expenses resulting from the consolidation of our publishing and graphics operations.

During the three months ended March 31, 2009, bad debt expense increased $4.6 million, or 39.8%, compared to the three months ended March 31, 2008, primarily due to deterioration in accounts receivable aging categories and increased write-offs, resulting from the adverse impact on our advertisers from the instability of the overall economy and tightening of the credit markets. During the three months ended March 31, 2009, our bad debt expense represented 7.7% of our net revenue, as compared to 4.9% for the three months ended March 31, 2008. If advertisers fail to pay within specified credit terms, we may cancel their advertising in future directories, which could further impact our ability to collect past due amounts as well as adversely impact our advertising sales and revenue trends. We expect that these economic challenges will continue in our markets, and, as such, our bad debt experience will continue to be adversely impacted in the foreseeable future.

General and Administrative Expenses

General and administrative (“G&A”) expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2007~~2009 and ~~the combined~~2008 ~~nine months ended September 30, 2006~~ were $2810.90 million and $358.02 million, respectively. The ~~decrease~~primary components of the $6.1.8 million, ~~was~~or 22.0%, ~~primarily~~increase ~~driven by the reduction~~ in ~~bonuses~~G&A toexpenses ~~retain~~for ~~certain employees through~~ the ~~transition~~three ~~related~~months toended ~~the~~March 31, ~~RHD Merger~~2009, aswere ~~well~~ as ~~office space reductions and~~follows: ~~a decrease in salaries and wages due to headcount reductions, as a result of cost synergies associated with the RHD Merger.~~

Depreciation and Amortization Expenses


	Three months ended
(amounts in millions)	March 31, 2009
	$ Change
Increased restructuring expenses.	$	1.6
All other, net		0.2

Total increase in G&A expenses for the three months ended March 31, 2009	$	1.8

~~Depreciation and amortization (“D&A”) expenses for the nine months ended September 30, 2007 and the~~23 combined nine months ended September 30, 2006 were $141.9 million and $109.2 million, respectively. The increase in D&A expense of $32.7 million is primarily related to commencing amortization of the local customer intangible assets offset by lower amortization expense for the new intangible assets established at the RHD Merger. The amortization of the local customer intangible assets was $36.5 million for the nine months ended September 30, 2007 with no comparable expense in the combined nine months ended September 30, 2006. Upon consummation of the RHD Merger, the identified intangible assets related to the Dex West Acquisition were eliminated and replaced with the identified intangible assets related to the RHD Merger. As a result, the Predecessor Company had approximately $3.0 million higher intangible amortization expense during the one month ended January 31, 2006.

During the three months ended March 31, 2009, restructuring expenses increased $1.6 million, compared to the three months ended March 31, 2008, primarily due to outside consulting fees, headcount reductions, consolidation of responsibilities and vacated leased facilities.

Depreciation and Amortization Expense

Depreciation and amortization (“D&A”) expense for the three months ended March 31, 2009 and 2008 was $58.6 million and $49.2 million, respectively. Amortization of intangible assets was $55.1 million for the three months ended March 31, 2009, compared to $45.0 million reported for three months ended March 31, 2008. In connection with RHD’s impairment testing of its definite-lived intangible assets and other long-lived assets at December 31, 2008, RHD evaluated the remaining useful lives of its intangible assets. Based on this evaluation, the remaining useful lives of all directory services agreements associated with RHD’s acquisition of Dex Media (the “RHD Merger”) were reduced to 33 years effective January 1, 2009 in order to better reflect the period these intangible assets are expected to contribute to RHD’s future cash flow. The increase in amortization expense for the three months ended March 31, 2009 is a direct result of reducing the remaining useful lives of these directory services agreements, offset by a reduction in amortization expense associated with a revision to the carrying values of our local and national customer relationships subsequent to impairment charges recorded during the fourth quarter of 2008.

Annual amortization expense in 2009 is expected to increase by approximately $41.3 million as a result of the reduction of remaining useful lives associated with our directory services agreements and revision to the carrying values of our local and national customer relationships noted above.

Depreciation of fixed assets and amortization of computer software was $3.5 million and $4.2 million for the three months ended March 31, 2009 and 2008, respectively. The decrease in depreciation expense for the three months ended March 31, 2009 primarily resulted from fewer capital projects placed into service during 2008.

Impairment Charges

As a result of the decline in the trading value of Dex Media’s and our debt and RHD’s debt and equity securities during the first quarter of 2008 and continuing negative industry and economic trends that have directly affected RHD’s and our business, RHD performed impairment tests as of March 31, 2008 of its goodwill, definite-lived intangible assets and other long-lived assets in accordance with SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”) and SFAS No. 144, respectively. RHD used estimates and assumptions in its impairment evaluations, including, but not limited to, projected future cash flows, revenue growth and customer attrition rates.

The impairment test of RHD’s definite-lived intangible assets and other long-lived assets was performed by comparing the carrying amount of its intangible assets and other long-lived assets to the sum of their undiscounted expected future cash flows. In accordance with SFAS No. 144, impairment exists if the sum of the undiscounted expected future cash flows is less than the carrying amount of the intangible asset, or its related group of assets, and other long-lived assets. RHD’s testing results of its definite-lived intangible assets and other long-lived assets indicated no impairment as of March 31, 2008.

RHD’s impairment test for goodwill involved a two step process. The first step involved comparing the fair value of RHD with the carrying amount of its assets and liabilities, including goodwill. The fair value of RHD was determined using a market based approach, which reflects the market value of its debt and equity securities as of March 31, 2008. As a result of RHD’s testing, it determined that its fair value was less than the carrying amount of its assets and liabilities, requiring it to proceed with the second step of the goodwill impairment test. In the second step of the testing process, the impairment loss is determined by comparing the implied fair value of RHD’s goodwill to the recorded amount of goodwill. The implied fair value of goodwill is derived from a discounted cash flow analysis for RHD using a discount rate that results in the present value of assets and liabilities equal to the then current fair value of RHD’s debt and equity securities. Based upon this analysis, RHD recognized a non-cash goodwill impairment charge of $2.5 billion during the three months ended March 31, 2008. The Company’s share of the impairment charge, based on a discounted cash flow analysis, was $1.1 billion.

RHD recognized a non-cash goodwill impairment charge of $660.2 million during the second quarter of 2008. The Company’s share of the impairment charge, based on a discounted cash flow analysis, was $262.5 million. As a result of this impairment charge, we have no recorded goodwill at December 31, 2008.

Given the ongoing global credit and liquidity crisis and its significant negative impact on financial markets, the overall economy and the continued decline in RHD’s advertising sales and other operating results and downward revisions to RHD’s forecasted results, the recent downgrade of certain of Dex Media’s and our credit ratings and RHD’s credit ratings, the continued decline in the trading value of Dex Media’s and our debt and RHD’s debt securities, RHD performed impairment tests of its definite-lived intangible assets and other long-lived assets in accordance with SFAS No. 144 as of March 31, 2009. RHD’s testing results of its definite-lived intangible assets and other long-lived assets indicated no further impairment as of March 31, 2009.

If industry and economic conditions in RHD’s markets continue to deteriorate, resulting in further declines in advertising sales and operating results, and if the trading value of Dex Media’s and our debt and RHD’s debt and equity securities decline further, RHD will be required to assess the recoverability and useful lives of its long-lived assets and other intangible assets. This could result in additional impairment charges, a reduction of remaining useful lives and acceleration of amortization expense.

Operating Income (Loss)

Operating income (loss) for the ~~nine~~three months ended ~~September~~March 3031, ~~2007~~2009 and ~~the~~2008 ~~combined nine months ended September 30, 2006~~ was as follows:

							Predecessor
	Three months ended March 31,
	Successor Company						Company			Combined
(amounts in millions)	2009		2008			$ Change			% Change
	Nine Months		Eight Months				One Month			Nine Months
Total	$	58.0	$	(975.0	)	$	1,033.0			N/M
	Ended		Ended				Ended			Ended
	September 30,		September 30,				January 31,			September 30,
(amounts in thousands)	2007		2006				2006			2006			$ Change
Total	$	249,528	$	(75,850	)		$	25,553		$	(50,297	)	$	299,825

~~The~~Operating ~~increase in operating~~ income for the ~~nine~~three months ended ~~September~~March 3031, ~~2007~~2009 was $58.0 million, compared to ~~the~~an operating loss of $975.0 million for the ~~combined~~three ~~nine~~ months ended ~~September~~March 3031, ~~2006~~2008. ~~resulted~~The ~~from~~change anto ~~increase in~~operating ~~net~~income ~~revenue,~~for ~~partially~~the ~~offset~~three bymonths ~~increases~~ended inMarch 31, ~~cost~~2009 offrom ~~revenue~~operating ~~and~~loss ~~D&A~~for ~~expenses~~the asthree ~~described~~months ~~above.~~ended ~~Since~~March 31, ~~all~~2008 ~~deferred~~is ~~net~~primarily ~~revenue~~due ~~related~~ to ~~directories~~the ~~published~~non-cash ~~prior~~goodwill toimpairment ~~the~~charge ~~RHD~~recorded ~~Merger~~during isthe ~~eliminated~~three inmonths ~~purchase~~ended ~~accounting~~March 31, ~~but~~2008 ~~only~~noted ~~certain direct expenses related to these directories are eliminated under purchase accounting~~above, ~~purchase~~as ~~accounting~~well ~~has~~as athe ~~disproportionately adverse effect on reported~~ revenue inand ~~2006.~~expense ~~Operating~~trends ~~income in 2007 will continue to be moderately~~described ~~impacted by the cost uplift aspect of purchase accounting~~above.

Interest Expense, Net

Net interest expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2007~~2009 and ~~the~~2008 ~~combined nine months ended September 30, 2006~~ was $~~138~~44.8 million and $~~149~~41.4 3 million, respectively~~. The decrease in net interest expense is primarily due to lower outstanding debt during the period due to principal repayments~~, as well as decreased amortization of deferred financing costs as the Predecessor Company’s deferred financing costs were eliminated in accordance with purchase accounting. Net interest expense for the nine months ended September 30, 2007 and ~~combined~~includes ~~nine months ended September 30, 2006 included~~ $1.39 million and $20.64 million, respectively, of non-cash amortization of deferred financing costs. InInterest ~~addition,~~expense for the ~~Successor~~three ~~Company~~months ~~amortized~~ended ~~a portion of the fair value adjustment~~March 31, 2009 ~~which~~includes ~~was~~a ~~recorded~~reduction ~~at the consummation~~ of ~~the RHD Merger~~$3.0 million ~~The~~resulting ~~Company~~from ~~recognizes an offset to interest expense each period for~~ the ~~amortization~~change ofin the ~~corresponding~~ fair value ~~adjustment~~ ~~over the life~~ of ~~the respective debt. This fair value adjustment was amortized as a~~ ~~reduction~~ineffective to interest ~~expense~~rate ofswaps ~~$9.7 million~~that ~~and~~resulted ~~$10.2 million~~from ~~during~~ the ~~nine~~refinancing ~~months~~of ~~ended September 30,~~the ~~2007~~Dex ~~and~~Media ~~the~~West ~~eight~~credit facility ~~months~~on ~~ended September~~June 306, ~~2006, respectively~~2008.

18The increase in net interest expense of $3.5 million, or 8.5%, for the three months ended March 31, 2009 is primarily due to a reduction in interest income associated with our interest rate swaps due to a decline in interest rates and additional interest expense associated with borrowing the unused portion under the Dex Media West Revolver on February 13, 2009. The increase in net interest expense for the three months ended March 31, 2009 is offset by a reduction in outstanding debt from the prior corresponding period due to debt repayments, as well as a reduction in interest expense related to ineffective interest rate swaps noted above.

~~Table~~In conjunction with the RHD Merger and as a result of ~~Contents~~purchase accounting required under GAAP, we recorded our debt at its fair value on January 31, 2006. We recognize an offset to interest expense each period for the amortization of the corresponding fair value adjustment over the life of the respective debt. The offset to interest expense was $3.7 million and $3.4 million for the three months ended March 31, 2009 and 2008, respectively.

Income Taxes

The effective tax rate on income ~~(loss)~~ before income taxes of 41.4% for the ~~nine~~three months ended ~~September~~March 3031, ~~2007,~~2009 ~~the~~compares ~~eight~~to ~~months~~an ~~ended~~effective ~~September 30,~~tax ~~2006~~rate ~~and~~of ~~the~~(37.3)% ~~one~~on ~~month~~loss ~~ended~~before ~~January 31,~~income ~~2006~~taxes ~~was~~for ~~38.3%, 38.9%~~the ~~and~~three ~~39.9%~~months ended March 31, ~~respectively~~2008. The change in the effective tax rate for the ~~nine~~three months ended ~~September~~March 3031, ~~2007~~ ~~reflects~~2009 ~~changes~~as incompared ~~estimates~~to ~~for state and local tax. The effective rate in~~ the ~~eight~~three months ended ~~September~~March 3031, ~~2006~~2008 ~~reflected~~is ~~the~~primarily ~~impact~~due ~~of the integration related~~ to ~~the~~changes ~~RHD~~in ~~Merger combined~~individual ~~with~~state ~~favorable~~tax ~~treatment~~laws ofthat ~~certain~~impact ~~purchase~~our ~~accounting~~effective ~~adjustments~~state tax rates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Omitted pursuant to General Instruction H(2)(c) of Form 10-Q.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures~~. Based on their evaluation, as of the end of~~ the period covered by this Quarterly Report on Form 10-Q, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) the principal executive officer and principal financial officer of the Company have each concluded that such disclosure controls and procedures are effective and sufficient to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

~~(b) Changes~~Management inconducted ~~Internal~~an ~~Control~~evaluation, ~~Over~~under the supervision and with the participation of the Chief Executive Officer and Chief Financial ~~Reporting.~~Officer, ~~There~~of ~~have~~the ~~not~~effectiveness ~~been~~of ~~any~~the ~~changes~~design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2009. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2009, due to a material weakness in internal control over financial reporting ~~that~~related ~~occurred~~to ~~during~~certain ~~the~~deferred ~~Company’s~~income ~~most~~tax ~~recent~~assets and ~~fiscal~~liabilities ~~quarter~~and the resulting current and deferred income tax expense and related footnote disclosures that ~~has~~was ~~materially~~identified ~~affected,~~and orreported isas ~~reasonably~~a ~~likely~~material toweakness ~~materially~~in ~~affect,~~our ~~the~~Annual Report on Form ~~Company’s~~10-K ~~internal~~for the year ended December 31, 2008. As of March 31, 2009, this material weakness in internal control over financial reporting has not been remediated.

19(b) Changes in Internal Controls

Other than changes relating to the material weakness in internal control over financial reporting noted above, there have not been any changes in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s disclosure controls and procedures were not effective as of March 31, 2009 due to a material weakness in internal control over financial reporting related to certain deferred income tax assets and liabilities and the resulting current and deferred income tax expense and related footnote disclosures that was identified and reported as a material weakness in our Annual Report on Form 10-K for the year ended December 31, 2008. As of March 31, 2009, this material weakness in internal control over financial reporting has not been remediated.

The Company has developed the following plan to remediate the material weakness in internal control over financial reporting described above:

	•		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.

We anticipate the actions described above and resulting improvements in controls will strengthen our internal control over financial reporting and will address the related material weakness identified as of December 31, 2008 that has remained as a material weakness as of March 31, 2009. However, because the institutionalization of the internal control processes requires repeatable process execution, and because many of these additional controls rely extensively on manual review and approval, the successful execution of these controls, for at least several quarters, may be required prior to management being able to definitively conclude that the material weakness has been fully remediated.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

No changes.

~~Item 1A~~Item1A. Risk Factors

No changes.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Omitted pursuant to General Instruction H(2)(b) of Form 10-Q.

Item 3. Defaults Upon Senior Securities

Omitted pursuant to General Instruction H(2)(b) of Form 10-Q.

Item 4. Submission of Matters to a Vote of Security Holders

Omitted pursuant to General Instruction H(2)(b) of Form 10-Q.

Item 5. Other Information

None.

2027

Item 6. Exhibits

Number		Document
Exhibit No.		Document
31.1*		Certification of Quarterly Report on Form 10-Q for the period ended ~~September~~March 3031, ~~2007~~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~~March 3031, ~~2007~~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~~March 3031, ~~2007~~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.

2128

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DEX MEDIA WEST LLC
Date: November 6, 2007	By:	/s/ Steven M. Blondy
Date: May 12, 2009	By:	/s/ Steven M. Blondy
		Steven M. Blondy
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: November 6, 2007	By:	/s/ Karen E. Palczuk
		/s/ Robert S. Lowrey
		Karen E. Palczuk
		Robert S. Lowrey
		Interim Controller and Assistant Vice President - Process and Performance Management (Interim Principal Accounting Officer)
		Assistant Vice President, Assistant Controller and Interim Chief Accounting Officer (Interim Principal Accounting Officer)

2229

Exhibit Index

Exhibit 31.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 David C. Swanson, Chairman and Chief Executive Officer of Dex Media West LLC under Section 302 of the Sarbanes Oxley Act.
Exhibit No.		Document
Exhibit 31.2*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 by Steven M. Blondy, Executive Vice President and Chief Financial Officer of Dex Media West LLC under Section 302 of the Sarbanes Oxley Act.
31.1*		Certification of Quarterly Report on Form 10-Q for the period ended March 31, 2009 by David C. Swanson, Chairman and Chief Executive Officer of Dex Media West LLC under Section 302 of the Sarbanes-Oxley Act.
Exhibit 32.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 under Section 906 of the Sarbanes Oxley Act by David C. Swanson, Chairman and Chief Executive Officer, and Steven M. Blondy, Executive Vice President and Chief Financial Officer of Dex Media West LLC.
31.2*		Certification of Quarterly Report on Form 10-Q for the period ended March 31, 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 March 31, 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.

2330

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · DEX MEDIA WEST LLC