e11vk
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-32939
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
Idearc Savings and Security Plan for New York and New England Associates
B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Idearc Inc.
P.O. Box 619810
2200 West Airfield Dr.
D/FW Airport, TX 75261
 
 

 


Table of Contents

Financial Statements and Supplemental Schedules
Idearc Savings and Security Plan for New York and New England Associates
Year Ended December 31, 2007 and Period from November 17, 2006 (Inception)
through December 31, 2006

 


 

Idearc Savings and Security Plan for New York and New England Associates
Financial Statements and Supplemental Schedules
Year Ended December 31, 2007 and Period from
November 17, 2006 (Inception) through December 31, 2006
Contents
         
    1  
 
       
Audited Financial Statements
       
 
       
    2  
    3  
    4  
 
       
       
 
       
    13  
    14  
 Consent of Ernst & Young LLP

 


Table of Contents

Report of Independent Registered Public Accounting Firm
The Employee Benefits Committee
Idearc Savings and Security Plan for New York and New England Associates
We have audited the accompanying statements of net assets available for benefits of the Idearc Savings and Security Plan for New York and New England Associates as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the year ended December 31, 2007 and period from November 17, 2006 (Inception) through December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007 and 2006, and the changes in its net assets available for benefits for the year ended December 31, 2007 and period from November 17, 2006 (Inception) through December 31, 2006, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2007 and 2006, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
June 30, 2008

1


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Statements of Net Assets Available for Benefits
                 
    December 31
    2007   2006
    (In thousands)
Assets
               
Interest in Idearc Master Savings Trust (at fair value)
  $ 71,049     $ 79,424  
Participant loans
    1,897       2,304  
     
Net assets available for benefits at fair value
    72,946       81,728  
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
          37  
     
Net assets available for benefits
  $ 72,946     $ 81,765  
     
See accompanying notes.

2


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Statements of Changes in Net Assets Available for Benefits
                 
            Period from
            November 17,
            2006
            (Inception)
    Year Ended   through
    December 31,   December 31,
    2007   2006
    (In thousands)
Additions:
               
Participant contributions
  $ 3,356     $ 397  
Employer contributions
    1,638       200  
Transfers from Verizon Savings and Security Plan for New York and New England Associates
          79,033  
Net investment income from Idearc Master Savings Trust
    7,773       2,697  
Interest income on participant loans
    133       17  
     
Total additions
    12,900       82,344  
 
               
Deductions:
               
Benefits paid to participants
    21,453       559  
Transfers to Verizon Savings and Security Plan for New York and New England Associates
    164        
Administrative expenses
    102       20  
     
Total deductions
    21,719       579  
     
 
               
Net (decrease) increase
    (8,819 )     81,765  
Net assets available for benefits at beginning of period
    81,765        
     
Net assets available for benefits at end of period
  $ 72,946     $ 81,765  
     
See accompanying notes.

3


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Notes to Financial Statements
December 31, 2007 and 2006
1. Plan Description
Idearc Inc. became an independent public company on November 17, 2006, when Verizon Communications, Inc. (Verizon) completed the spin-off of Idearc Inc. common stock to Verizon’s stockholders. As a result of the spin-off, the assets, liabilities, businesses, and employees of Idearc Inc. and its subsidiaries (Idearc) consisted of those that were primarily related to Verizon’s domestic print yellow pages directories and Internet advertising operations. Effective as of the date of the spin-off, Idearc established three defined contribution plans, including the Idearc Savings and Security Plan for New York and New England Associates (the Plan), for the benefit of certain Idearc employees. In connection with the spin-off, the Plan received a transfer of $79.0 million from the Verizon Savings and Security Plan for New York and New England Associates. The following description of the Plan provides only general information. Participants should refer to the Plan document for more detailed information.
Eligibility
The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan provides eligible employees of Idearc with a convenient way to save for retirement.
Eligible employees may make tax-deferred or after-tax contributions to the Plan, and are eligible to receive matching employer contributions, upon completion of enrollment in the Plan, as soon as practicable following the date of hire.
A participant’s active participation in the Plan shall terminate when the individual ceases to be an eligible employee. However, the individual shall remain a participant until his or her entire account balance under the Plan has been distributed or forfeited.
Vesting and Contributions
Participants are vested immediately in their contributions plus actual earnings thereon. A participant shall be fully vested in the employer-matching contributions allocated to the participant’s account and any income thereon, upon completing three years of vesting service or upon the participant’s death, disability, retirement from Idearc, attainment of normal retirement age, or involuntary termination. Vesting shall occur if a participant accepts a voluntary income protection plan.

4


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Notes to Financial Statements (continued)
1. Plan Description (continued)
A terminated employee’s non-vested employer-matching contributions are forfeited and may be used to reduce future employer contributions to the Plan or to pay certain expenses for administering the Plan. Non-vested forfeitures of $62 thousand and $7 thousand were available at December 31, 2007 and 2006, respectively, to reduce future employer contributions.
The Plan is funded by employee contributions up to a maximum of 25% of compensation (16% for highly compensated employees) and by employer-matching contributions, which are paid in cash. The maximum percentage a non-highly compensated employee may contribute to the Plan was increased from 16% to 25% effective as of January 1, 2007. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Employer-matching contributions are credited to a participant’s account in accordance with the participant’s current contribution investment selections. The employer-matching contribution is equal to 82% of the initial 6% of the participants’ contributions of eligible compensation for each pay period. Employees attaining the age of 50 or older can elect to make additional before-tax catch-up contributions to the Plan of up to 60% of eligible compensation, subject to certain limitations.
Participant contributions may be before tax (Elective Contributions) or from currently taxed compensation (After-Tax Contributions). Each participant’s Elective Contributions for the 2007 and 2006 plan years were limited to $15.5 thousand and $15 thousand, respectively. The total amount of Elective Contributions, After-Tax Contributions, employer-matching contributions and certain forfeitures that may be allocated to a Plan participant is limited under Internal Revenue Service regulations. The elective deferral limit increases for participants eligible to make catch-up contributions.
Effective January 1, 2008, eligible employees hired after January 1, 2008, who do not affirmatively elect to participate or not participate in the Plan will be enrolled automatically in the Plan and will be deemed to have authorized a contribution of 3% of eligible compensation.

5


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Notes to Financial Statements (continued)
1. Plan Description (continued)
Investment Options
Participants shall direct their contributions to be invested in various Strategy Funds, mutual funds and Idearc common stock. Strategy Funds are composed of common/collective trusts, other common stocks, a stable value fund and mutual funds. During 2007, a participant’s investment in Idearc common stock was limited to 25% of the participant’s total account balance. Effective as of January 1, 2008, this limitation was reduced to 20% of the participant’s total account balance. In addition, the stable value fund, which was included in certain Strategy Funds, was liquidated as of December 17, 2007. Investments in Verizon common stock that were transferred to the Plan from the Verizon Savings and Security Plan for New York and New England Associates will be liquidated after November 17, 2008. New investments in Verizon common stock are not permitted by the Plan.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and rollovers, allocations of employer contributions and net investment income. Allocations are based on participant account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance.
Payment of Benefits
Benefits are payable in a lump-sum cash payment unless a participant elects, in writing, one of the two optional forms of benefit payment which include: (1) up to 20 annual installments, provided that the number of annual installments elected may not extend beyond the life expectancy of the participant; and (2) monthly or annual installments over a period equal to the life expectancy of the participant. With respect to amounts invested in Idearc common stock, payments shall be in cash or, at the election of the participant, in Idearc shares.
Participant Loans
The Plan includes an employee loan provision authorizing participants to borrow an amount of up to 50% from their vested account balances in the Plan, subject to certain limitations. Loans are generally repaid by payroll deductions. The term of repayment for loans generally will not be less than six months nor more than five years (15 years for a loan to purchase a principal

6


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Notes to Financial Statements (continued)
1. Plan Description (continued)
residence). For loans up to five years, each new loan will bear interest at a rate based upon the prime rate as published in The Wall Street Journal on the last business day of the calendar month ending immediately prior to the first day of the loan cycle. Loans for a period of longer than five years shall bear interest at such rate plus one percent.
Master Trust
At December 31, 2007 and 2006, the Plan participated in the Idearc Master Savings Trust (the Master Trust), and owned a percentage of the assets in the Master Trust along with the Idearc Savings Plan for Management Employees (the Management Plan) and the Idearc Savings and Security Plan for Mid-Atlantic Associates (the Mid-Atlantic Plan). The Plan owned approximately 13% and 14% of the assets in the Master Trust at December 31, 2007 and 2006, respectively.
As of December 31, 2007, Fidelity Management Trust Company (the Trustee) was designated as the Trustee of the Master Trust. Expenses of administering the Plan, including fees and expenses of the Trustee, may not be charged to the Plan.
Effective January 1, 2008, the assets of the Master Trust were transferred to JPMorgan Retirement Plan Services as Trustee of the Master Trust and Plan record-keeper. Effective as of that date, new investment elections were made by participants to direct their investments in any combination of common/collective trusts, Idearc common stock, or mutual funds.
Interest and dividends along with net appreciation (depreciation) in the fair value of investments in the Master Trust are allocated to the Plan on a daily basis based upon the Plan’s participation in the various investment options that comprise the Master Trust as a percentage of the total participation in such options.
Plan Modification
Idearc, by action of its Board of Directors or Employee Benefits Committee, reserves the right to modify, alter, or amend the Plan at any time, subject to collective bargaining requirements. Idearc reserves the right to terminate the Plan at any time, subject to collective bargaining requirements. In the event of Plan termination, participants would become 100% vested in their accounts.

7


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Notes to Financial Statements (continued)
2. Accounting Policies
Basis of Accounting
The Plan’s financial statements have been prepared on the accrual basis of accounting. Benefits paid to participants are recorded upon distribution.
Investment Valuation and Income Recognition
Investments in common stocks traded on national and foreign securities exchanges are valued at the last reported sale prices on the last business day of the year or, if no sales were reported on that date, at the last reported bid prices. Shares of mutual and money market funds are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. Units of common/collective trusts are valued by the issuer based on the fair values of the underlying investments which represent the net asset value of units held by the Plan at year-end. Participant loans are valued at their outstanding balances, which approximates fair value.
The statements of changes in net assets available for benefits reflect the net investment income (loss) of the Plan’s investments in the Master Trust, which consists of the realized gains or losses and the unrealized appreciation (depreciation) in value of those investments, as well as interest and dividends earned. Purchases and sales of investments are reflected as of the trade date. Realized gains and losses on sales of investments are determined on the basis of average cost. Dividend income is recorded on the ex-dividend date. Interest earned on investments is recorded on the accrual basis.
The Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG INV-1 and Statement of Position 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), which requires investment contracts be reported at fair value. However, contract value is the relevant measurement of that portion of net assets attributable to fully benefit-responsive investment contracts, as that is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. Contract value represents contributions made under the contracts, plus accrued interest, less withdrawals and administrative expenses. As required by the FSP, the statements of net assets available for benefits present net assets at fair value, with an adjustment from fair value to contract value for fully benefit-responsive investment contracts.

8


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Notes to Financial Statements (continued)
2. Accounting Policies (continued)
The Master Trust invested in synthetic wrap investment contracts (wrap contracts) held with three insurance companies in 2007 and 2006. The wrap contracts have a common/collective trust as an underlying investment. In a typical wrap contract, the wrap issuer agrees to pay the fund the difference between the contract value and the fair value of the covered assets, once the fair value has been totally exhausted. As of December 31, 2006, Standard & Poor’s rated the issuers of these contracts and the contracts underlying the securities AA- or better. The contracts are included in the Master Trust at contract value, which was reported by the respective insurance companies at December 31, 2006.
Certain events limit the ability of the Plan to transact at contract value with the issuer. These events include: (1) substantive modification of the Plan, including complete or partial Plan termination or merger with another plan; (2) any change in law, regulation, or administrative ruling that could have a material adverse effect on the fund’s cash flow; (3) the Plan’s failure to qualify under section 401(k) of the Internal Revenue Code (the Code); and (4) bankruptcy of the Plan sponsor or other Plan sponsor events which cause a significant withdrawal from the Plan. However, upon termination of these contracts on December 17, 2007, the participants received fair value, not contract value.
Wrap contracts accrue interest using a formula called the “crediting rate.” Wrap contracts use the crediting rate formula to convert market changes in the covered assets into income distributions in order to minimize the difference between the fair and contract value over time. The crediting rate is reset quarterly and has a floor rate of zero. When the crediting rate increases, the fair value of the contract increases.
The wrap contracts had an average yield of 4.9% and 4.5% for the period from January 1, 2007, through termination of the contracts on December 17, 2007, and the period from November 17, 2006 (Inception) through December 31, 2006, respectively. The crediting interest rates for the wrap contracts were 3.7% and 4.4% for the period from January 1, 2007 through termination of the contracts on December 17, 2007, and the period from November 17, 2006 (Inception) through December 31, 2006, respectively.

9


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Notes to Financial Statements (continued)
2. Accounting Policies (continued)
Recent Accounting Pronouncement
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS 157 applies whenever other standards require or permit assets or liabilities to be measured at fair value. The Standard does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The effect, if any, of the adoption of SFAS 157 on the Plan’s financial statements is currently being evaluated.
Use of Estimates
The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the amounts reported in the statements of net assets available for benefits.
3. Income Tax Status
The Plan has not yet applied for a determination letter from the Internal Revenue Service stating that the Plan is qualified under Section 401(a) of the Code. However, the Plan administrator believes that the Plan has been designed to comply with the requirements of the Code and has indicated that it will take the necessary steps, if any, to bring the Plan’s operations into compliance with the Code.

10


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Notes to Financial Statements (continued)
4. Net Assets in Master Trust
     The following schedules reflect the Master Trust’s net assets and net investment income (loss) by investment type (dollars in thousands):
                                                 
                    Net Investment Income (Loss) in Master Trust    
                    Year Ended December 31, 2007    
                                            Plan’s
    Net Assets in                                   Share of
    Master Trust   Plan’s                   Net   Net
    at   Share of   Interest   Net   Investment   Investment
    December 31,   Master   and   Appreciation   Income   Income
    2007   Trust   Dividends   (Depreciation)   (Loss)   (Loss)
     
Cash
  $ 147,383       8 %   $     $     $        
Bonds
    1,166       11 %                        
Pending trades
    32,992       12 %                        
Other receivables
    813       8 %                        
Wrap contracts
                2,406             2,406       11 %
Idearc common stock
    4,595       10 %     322       (3,701 )     (3,379 )     9 %
Verizon common stock
    119,626       16 %     5,669       23,398       29,067       16 %
Other common stocks
                191       2,445       2,636       13 %
Mutual funds
    21,856       30 %     13,094       2,237       15,331       7 %
Common/ collective trusts
    210,132       14 %           7,592       7,592       23 %
Other payables
    (1,613 )     17 %                        
                         
Total net assets
  $ 536,950       13 %   $ 21,682     $ 31,971     $ 53,653       15 %
                         
                                                 
                    Net Investment Income (Loss) in Master Trust    
                    Period from November 17, 2006 (Inception)    
                    through December 31, 2006    
                                            Plan’s
    Net Assets in                                   Share of
    Master Trust   Plan’s                   Net   Net
    at   Share of   Interest   Net   Investment   Investment
    December 31,   Master   and   Appreciation   Income   Income
    2006   Trust   Dividends   (Depreciation)   (Loss)   (Loss)
     
Cash
  $ 600       14 %   $     $     $        
Pending trades
    846       21 %                        
Other receivables
    568       13 %                        
Wrap contracts
    53,381       8 %     178             178       8 %
Idearc common stock
    5,868       16 %           474       474       16 %
Verizon common stock
    154,241       16 %           10,606       10,606       16 %
Other common stocks
    17,897       14 %           285       285       14 %
Mutual funds
    126,335       10 %     4,095       (1,376 )     2,719       10 %
Common/ collective trusts
    208,676       16 %           4,183       4,183       15 %
Other payables
    (1,604 )     19 %                        
                         
Total
    566,808       14 %     4,273       14,172       18,445       14 %
Adjustment to contract value
    464       8 %                        
                         
Total net assets
  $ 567,272       14 %   $ 4,273     $ 14,172     $ 18,445       14 %
                         

11


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Notes to Financial Statements (continued)
5. Related-Party Transactions
Certain Master Trust investments are shares of mutual funds managed by the Trustee. Fees paid by the Plan for investment management services amounted to $102 thousand for the year ended December 31, 2007, and $20 thousand for the period from November 17, 2006 (Inception) through December 31, 2006. Additionally, a portion of the Plan’s assets are invested in Idearc common stock. Because Idearc is the Plan’s sponsor, transactions involving Idearc common stock qualify as party-in-interest transactions. All of these are exempt from the prohibited transaction rules.
6. Subsequent Event
On May 13, 2008, the Idearc Employee Benefits Committee approved the following changes to the Plan effective as of January 1, 2008: (1) the contribution percentage for a participant who is automatically enrolled in the Plan will be increased by 1% each year (beginning on January 1, 2009) until the participant’s contribution percentage reaches 6% or the participant elects otherwise, (2) the employer-matching contribution was increased to 100% on the first 6% of a participant’s contributions, (3) active participants are eligible to receive a discretionary performance-based employer contribution in an amount not to exceed 50% on the first 6% of the participant’s contributions from eligible compensation, (4) an annual account maintenance fee for expenses related to a participant’s account was implemented, and (5) the interest rate for participant loans will be equal to the prime rate as published in The Wall Street Journal on the last business day of the calendar quarter preceding the calendar quarter in which the loan is made.

12


Table of Contents

Supplemental Schedules

 


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
Employer Identification Number: 20-5095175
Plan Number: 004
December 31, 2007
                 
        (c)    
    (b)   Description of Investment,    
    Identity of Issue,   Including Maturity Date,    
    Borrower or Similar   Rate of Interest, Par or   (e)
(a)   Party   Maturity Value   Current Value
 
       
 
       
*   Participant Loans  
Interest rates range from 4.0% to 10.5%, due through 2022
  $ 1,897,340  
 
*   Party-in-interest
Column “(d) Cost” has been omitted because the investments are participant-directed.

13


Table of Contents

Idearc Savings and Security Plan for New York and New England Associates
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
Employer Identification Number: 20-5095175
Plan Number: 004
December 31, 2006
                 
        (c)    
    (b)   Description of Investment,    
    Identity of Issue,   Including Maturity Date,    
    Borrower or Similar   Rate of Interest, Par or   (e)
(a)   Party   Maturity Value   Current Value
 
       
 
       
*   Participant Loans  
Interest rates range from 4.0% to 10.5%, due through 2022
  $ 2,303,737  
 
*   Party-in-interest
Column “(d) Cost” has been omitted because the investments are participant-directed.

14


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Idearc Savings and Security Plan for New York
and New England Associates

 
 
Date: June 30, 2008  By:   /s/ Samuel D. Jones    
    Samuel D. Jones   
    Co-Chair, Idearc Employee Benefits Committee   

15


Table of Contents

         
EXHIBIT INDEX
     
Exhibit No.   Description of Exhibit
 
   
23.1
  Consent of Ernst & Young LLP