##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  R.H. DONNELLEY CORPORATION
  Delaware
    
    13-2740040(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code
    
    (919) 297-1600
  
   þ o
 þ o o
 o þ
  Title of class
    
    Shares Outstanding at May 1, 2006Common Stock, par value $1 per share
    
    69,595,294




---



##### 



R.H. DONNELLEY CORPORATION
 INDEX TO FORM 10-Q
 PART I.
    
    FINANCIAL INFORMATION
    
    PAGEItem 1.
    
    Financial Statements (Unaudited)Consolidated Balance Sheets at March 31, 2006 and December 31, 2005
    
    3Consolidated Statements of Operations and Comprehensive (Loss) Income for the three months ended March 31, 2006 and 2005
    
    4Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005
    
    5Notes to Consolidated Financial Statements
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    32Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    55Item 4.
    
    Controls and Procedures
    
    56PART II.
    
    OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    58Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    58Item 5.
    
    Other Information
    
    59Item 6.
    
    Exhibits
    
    60SIGNATURES
    
    
    
    78
 2




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##### 



Part I. FINANCIAL INFORMATION
 
 R.H. Donnelley Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
 March 31,
    
    
    December 31,(in thousands, except share and per share data)
    
    2006
    
    
    2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    199,283
    
    
    $
    7,793Accounts receivableBilled
    
    
    196,177
    
    
    
    116,576Unbilled
    
    
    1,253,525
    
    
    
    368,062Allowance for doubtful accounts and sales claims
    
    
    (105,301
    )
    
    
    (27,328
    )Net accounts receivable
    
    
    1,344,401
    
    
    
    457,310Deferred directory costs
    
    
    211,228
    
    
    
    67,686Other current assets
    
    
    64,029
    
    
    
    33,056Total current assets
    
    
    1,818,941
    
    
    
    565,845Fixed assets and computer software, net
    
    
    164,238
    
    
    
    55,687Other non-current assets
    
    
    175,412
    
    
    
    105,891Intangible assets, net
    
    
    11,708,800
    
    
    
    2,833,200Goodwill
    
    
    2,671,431
    
    
    
    319,014Total Assets
    
    $
    16,538,822
    
    
    $
    3,879,637Liabilities, Redeemable Convertible Preferred
Stock and Shareholders Equity (Deficit)Current LiabilitiesAccounts payable and accrued liabilities
    
    $
    127,371
    
    
    $
    68,912Accrued interest
    
    
    136,359
    
    
    
    20,649Deferred directory revenue
    
    
    783,267
    
    
    
    463,440Short-term deferred income taxes, net
    
    
    288,429
    
    
    
    85,583Current portion of long-term debt
    
    
    460,523
    
    
    
    100,234Total current liabilities
    
    
    1,795,949
    
    
    
    738,818Long-term debt
    
    
    10,423,447
    
    
    
    2,978,615Deferred income taxes, net
    
    
    2,146,549
    
    
    
    65,165Other non-current liabilities
    
    
    155,411
    
    
    
    54,305Total liabilities
    
    
    14,521,356
    
    
    
    3,836,903Commitments and contingenciesRedeemable convertible preferred stock (liquidation preference of $334,149
at December 31, 2005)
    
    
    
    
    
    
    334,149Shareholders Equity (Deficit)Common stock, par value $1 per share, 400,000,000 shares authorized,
88,169,275 shares issued at March 31, 2006 and 51,621,824 shares
issued at December 31, 2005
    
    
    88,169
    
    
    
    51,622Additional paid-in capital
    
    
    2,338,790
    
    
    
    Warrants outstanding
    
    
    13,758
    
    
    
    13,758Accumulated deficit
    
    
    (270,814
    )
    
    
    (197,122
    )Treasury stock, at cost, 18,665,862 shares at March 31, 2006 and
19,733,161 shares at December 31, 2005
    
    
    (162,415
    )
    
    
    (163,485
    )Accumulated other comprehensive income
    
    
    9,978
    
    
    
    3,812Total shareholders equity (deficit)
    
    
    2,017,466
    
    
    
    (291,415
    )Total Liabilities, Redeemable Convertible Preferred Stock and
Shareholders Equity (Deficit)
    
    $
    16,538,822
    
    
    $
    3,879,637
  3




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##### 



R.H. Donnelley Corporation and Subsidiaries
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)
 Three months endedMarch 31,(in thousands, except per share data)
    
    2006
    
    
    2005Net revenue
    
    $
    320,479
    
    
    $
    207,339ExpensesOperating expenses
    
    
    180,473
    
    
    
    102,406General and administrative expenses
    
    
    39,247
    
    
    
    13,085Depreciation and amortization
    
    
    62,692
    
    
    
    21,651Total expenses
    
    
    282,412
    
    
    
    137,142Operating income
    
    
    38,067
    
    
    
    70,197Interest expense, net
    
    
    (153,741
    )
    
    
    (57,497
    )(Loss) income before income taxes
    
    
    (115,674
    )
    
    
    12,700(Benefit) provision for income taxes
    
    
    (43,956
    )
    
    
    4,953Net (loss) income
    
    
    (71,718
    )
    
    
    7,747Preferred dividend
    
    
    1,974
    
    
    
    3,319(Gain) loss on repurchase of redeemable
convertible preferred stock
    
    
    (31,195
    )
    
    
    133,681Loss available to common shareholders
    
    $
    (42,497
    )
    
    $
    (129,253
    )Loss per share:Basic
    
    $
    (0.76
    )
    
    $
    (4.10
    )Diluted
    
    $
    (0.76
    )
    
    $
    (4.10
    )Shares used in computing loss per share:Basic
    
    
    55,607
    
    
    
    31,543Diluted
    
    
    55,607
    
    
    
    31,543Comprehensive (Loss) IncomeNet (loss) income
    
    
    ($71,718
    )
    
    $
    7,747Unrealized gain on interest rate swaps, net of tax
    
    
    6,166
    
    
    
    12,217Comprehensive (loss) income
    
    
    ($65,552
    )
    
    $
    19,964
  4




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##### 



R.H. Donnelley Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
 Three months endedMarch 31,(in thousands)
    
    2006
    
    
    2005Cash Flows from Operating ActivitiesNet (loss) income
    
    $
    (71,718
    )
    
    $
    7,747Reconciliation of net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    62,692
    
    
    
    21,651Deferred income taxes
    
    
    (44,046
    )
    
    
    21,768Provision for bad debts
    
    
    8,457
    
    
    
    6,800Stock based compensation expense
    
    
    16,472
    
    
    
    Other non-cash charges
    
    
    15,618
    
    
    
    4,863Changes in assets and liabilities, net of effects from acquisition:(Increase) in accounts receivable
    
    
    (104,867
    )
    
    
    (5,468
    )(Increase) decrease in other assets
    
    
    (16,159
    )
    
    
    7,428Increase in accounts payable and accrued liabilities
    
    
    1,254
    
    
    
    10,400Increase in deferred directory revenue
    
    
    319,565
    
    
    
    50,740Increase
(decrease) in other non-current liabilities
    
    
    8,722
    
    
    
    (13,102
    )Net cash provided by operating activities
    
    
    195,990
    
    
    
    112,827Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (10,396
    )
    
    
    (5,515
    )Merger, net of cash received
    
    
    (1,888,745
    )
    
    
    Net cash used in investing activities
    
    
    (1,899,141
    )
    
    
    (5,515
    )Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs
    
    
    2,517,466
    
    
    
    291,742Revolver borrowings
    
    
    168,700
    
    
    
    72,000Revolver repayments
    
    
    (44,700
    )
    
    
    (90,200
    )Repurchase of redeemable convertible preferred stock
    
    
    (336,123
    )
    
    
    (277,197
    )Credit facility repayments
    
    
    (418,895
    )
    
    
    (111,435
    )(Decrease) increase in checks not yet presented for payment
    
    
    (5,925
    )
    
    
    1,943Proceeds from employee stock option exercises
    
    
    14,118
    
    
    
    2,653Net cash provided by (used in) financing activities
    
    
    1,894,641
    
    
    
    (110,494
    )Increase (decrease) in cash and cash equivalents
    
    
    191,490
    
    
    
    (3,182
    )Cash and cash equivalents, beginning of year
    
    
    7,793
    
    
    
    10,755Cash and cash equivalents, end of period
    
    $
    199,283
    
    
    $
    7,573Supplemental Information:Cash paid:Interest
    
    $
    122,626
    
    
    $
    24,502Income taxes, net
    
    $
    231
    
    
    $
    508
  5




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##### 



R.H. Donnelley Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)  (tabular amounts in thousands, except per share data)
 1. Business and Basis of Presentation
   Significant Business Developments
  TM  www.bestredyp.com www.chicagolandyp.com
  6




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##### 



2. Summary of Significant Accounting Policies
 Principles of Consolidation.
 Revenue Recognition.
 Accounting for
Advertising Barter Transactions.
 Revenue Arrangements with Multiple Deliverables.
 Deferred Directory Costs
 Cash and Cash Equivalents.
 7




---



##### 



Accounts Receivable.
 Fixed Assets and Computer Software.
 Interest
Expense and Deferred Financing Costs.
 Advertising Expense.
 Concentration of Credit Risk.
  8




---



##### 



Derivative Financial Instruments.
  Income Taxes. Accounting for Income Taxes
 Earnings per Share. Participating Securities and the Two-Class Method under FASB Statement 128
  9




---



##### 



Three months endedMarch 31,2006
    
    
    2005Basic EPSTwoClass MethodLoss available to common shareholders
    
    $
    (42,497
    )
    
    $
    (129,253
    )Amount allocable to common shareholders (1)
    
    
    100
    %
    
    
    100
    %Loss allocable to common shareholders
    
    
    (42,497
    )
    
    
    (129,253
    )Weighted average common shares outstanding
    
    
    55,607
    
    
    
    31,543Basic loss per sharetwoclass method
    
    $
    (0.76
    )
    
    $
    (4.10
    )Diluted EPSLoss available to common shareholders
    
    $
    (42,497
    )
    
    $
    (129,253
    )Amount allocable to common shares (1)
    
    
    100
    %
    
    
    100
    %Loss allocable to common shareholders
    
    
    (42,497
    )
    
    
    (129,253
    )Weighted average common shares outstanding
    
    
    55,607
    
    
    
    31,543Dilutive effect of stock awards (2)
    
    
    
    
    
    
    Dilutive effect of Preferred Stock assuming conversion(2)
    
    
    
    
    
    
    Weighted average diluted shares outstanding
    
    
    55,607
    
    
    
    31,543Diluted loss per share
    
    $
    (0.76
    )
    
    $
    (4.10
    )
 
 (1)
    
    In computing EPS using the two-class method, we have not allocated the net loss for the
three months ended March 31, 2006 and 2005, respectively, between common and preferred
shareholders since preferred shareholders had no contractual obligation to share in the net
loss.(2)
    
    Due to the loss allocable to common shareholders reported for the three months ended March
31, 2006 and 2005, the effect of all stock-based awards and the assumed conversion of the
Preferred Stock were anti-dilutive and therefore are not included in the calculation of
diluted EPS. For the three months ended March 31, 2006,
1.9 million shares of stock-based awards had
exercise prices that exceeded the average market price of the Companys common stock for the
period. For the three months ended March 31, 2005, no stock-based awards had exercise prices
that exceeded the average market price of the Companys common stock for the period. Stock-Based Awards .
   Share-Based Payment
 10




---



##### 



Accounting for Stock Issued to Employees
  Three Months Ended March 31, 2006As Reported
    
    
    Per APB 25Total stock-based compensation expense
    
    $
    16,472
    
    
    $
    2,562Net loss
    
    
    (71,718
    )
    
    
    (63,093
    )Loss available to common shareholders
    
    
    (42,497
    )
    
    
    (33,872
    )Loss per share:Basic
    
    $
    (0.76
    )
    
    $
    (0.61
    )Diluted
    
    $
    (0.76
    )
    
    $
    (0.61
    )
   Three Months EndedMarch 31, 2006Dividend yield
    
    0%Expected volatility
    
    24.57%Risk-free interest rate
    
    4.60%Expected life
    
    5 yearsForfeiture rate
    
    5.0%
   11




---



##### 



WeightedAverageExercise/Grant
    
    
    AggregateShares
    
    
    Price Per Share
    
    
    Intrinsic ValueAwards outstanding, January 1, 2006
    
    
    5,798,045
    
    
    $
    40.67
    
    
    $
    120,135Granted
    
    
    652,090
    
    
    
    64.17
    
    
    
    Dex stock-based awards converted
    
    
    1,725,361
    
    
    
    12.73
    
    
    
    83,956Exercised
    
    
    (1,047,639
    )
    
    
    14.11
    
    
    
    (49,532
    )Forfeitures
    
    
    (60,016
    )
    
    
    44.81
    
    
    
    (995
    )Awards outstanding, March 31, 2006
    
    
    7,067,841
    
    
    $
    39.92
    
    
    $
    153,564Available for future grants at March 31, 2006
    
    
    3,947,689
   Stock Awards Outstanding
    
    
    
    Stock Awards ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    
    Average
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    
    Remaining
    
    
    AverageRange of
    
    
    
    
    
    Contractual
    
    
    Exercise/Grant
    
    
    
    
    
    
    
    Contractual
    
    
    Exercise/GrantExercise/Grant
    
    
    
    
    
    Life
    
    
    Price Per
    
    
    
    
    
    
    
    Life
    
    
    Price PerPrices
    
    Shares
    
    
    (In Years)
    
    
    Share
    
    
    
    Shares
    
    
    (In Years)
    
    
    Share$10.77 - $14.75
    
    
    795,230
    
    
    
    6.43
    
    
    $
    10.92
    
    
    
    
    621,554
    
    
    
    6.43
    
    
    $
    10.96$15.22 - $19.41
    
    
    372,722
    
    
    
    2.84
    
    
    
    15.73
    
    
    
    
    372,722
    
    
    
    2.84
    
    
    
    15.73$24.75 - $29.59
    
    
    1,769,730
    
    
    
    4.23
    
    
    
    25.97
    
    
    
    
    1,414,629
    
    
    
    4.23
    
    
    
    26.01$30.11 - $39.21
    
    
    187,031
    
    
    
    3.91
    
    
    
    30.92
    
    
    
    
    147,389
    
    
    
    3.91
    
    
    
    30.71$41.10 - $43.85
    
    
    1,495,982
    
    
    
    5.15
    
    
    
    41.39
    
    
    
    
    763,979
    
    
    
    5.15
    
    
    
    41.31$46.06 - $53.74
    
    
    45,006
    
    
    
    6.13
    
    
    
    48.63
    
    
    
    
    23,266
    
    
    
    6.13
    
    
    
    47.98$56.72 - $65.00
    
    
    2,402,140
    
    
    
    6.48
    
    
    
    63.33
    
    
    
    
    469,378
    
    
    
    6.48
    
    
    
    59.427,067,841
    
    
    
    5.39
    
    
    $
    39.92
    
    
    
    
    3,812,917
    
    
    
    5.39
    
    
    $
    30.03
  Weighted Average
    
    
    
    
    
    
    Weighted AverageGrant Date
    
    
    Non-vested
    
    
    Grant DateNon-vested Stock
    
    
    Exercise Price Per
    
    
    Restricted
    
    
    Exercise Value PerOptions and SARs
    
    
    Award
    
    
    Stock
    
    
    AwardNon-vested at
January 1, 2006
    
    
    3,669,229
    
    
    $
    49.39
    
    
    
    
    
    
    $
    Granted
    
    
    652,090
    
    
    
    64.17
    
    
    
    94,100
    
    
    
    64.26Non-vested Dex
Options Converted
    
    
    224,597
    
    
    
    12.73
    
    
    
    
    
    
    
    Vested
    
    
    (1,230,976
    )
    
    
    43.57
    
    
    
    
    
    
    
    Forfeitures
    
    
    (60,016
    )
    
    
    44.81
    
    
    
    450
    
    
    
    64.26Non-vested at March
31, 2006
    
    
    3,254,924
    
    
    $
    51.50
    
    
    
    93,650
    
    
    $
    64.26
 12




---



##### 



13




---



##### 



Accounting for
Stock Based Compensation
 Three MonthsEndedMarch 31, 2005Net income, as reported
    
    $
    7,747Add:
    
    Stock-based compensation expense included inreported net income, net of related tax effects
    
    
    545Less:
    
    Stock-based compensation expense that would havebeen included in the determination of net income if thefair value method had been applied to all awards, netof related tax effects
    
    
    (1,676
    )Pro forma net income
    
    
    6,616Loss on repurchase of Preferred Stock
    
    
    (133,681
    )Preferred dividend
    
    
    (3,319
    )Pro forma loss available to common shareholders
    
    $
    (130,384
    )Basic loss per shareAs reported
    
    $
    (4.10
    )Pro forma
    
    $
    (4.13
    )Diluted (loss) earnings per shareAs reported
    
    $
    (4.10
    )Pro forma
    
    $
    (4.13
    )
  Three Months EndedMarch 31, 2005Dividend yield
    
    0%Expected volatility
    
    30%Risk-free interest rate
    
    3.9%Expected holding period
    
    5 years
 Estimates.
 14




---



##### 



New Accounting Pronouncements.
  3. Acquisitions
 Determination of the Measurement Date for the Market Price of Securities Issued in
a Purchase Business Combination
   Business Combinations Goodwill and Other Intangible Assets
 15




---



##### 



Current assets
    
    $
    971,562Non-current assets
    
    
    108,083Intangible assets
    
    
    8,930,000Goodwill
    
    
    2,352,417Total assets acquired
    
    
    12,362,062Current liabilities
    
    
    (201,440
    )Non-current liabilities
    
    
    (7,931,055
    )Total liabilities assumed
    
    
    (8,132,495
    )Net assets acquired
    
    $
    4,229,567
  Three Months Ended(in millions, except per share amounts)
    
    March 31,2006
    
    
    2005Net revenue
    
    $
    676.5
    
    
    $
    670.9Operating income
    
    
    276.0
    
    
    
    303.8Net income
    
    
    39.2
    
    
    
    55.9Diluted earnings per share
    
    $
    0.56
    
    
    $
    0.80
 16




---



##### 



4. Intangible Assets and Goodwill
  Directory
    
    
    Local
    
    
    NationalServices
    
    
    Customer
    
    
    CMR
    
    
    Trade
    
    
    AdvertisingAgreements
    
    
    Relationships
    
    
    Relationships
    
    
    names
    
    
    Commitment
    
    
    TotalInitial fair value:Dex Media
    
    $
    7,325,000
    
    
    $
    885,000
    
    
    $
    205,000
    
    
    $
    490,000
    
    
    $
    25,000
    
    
    $
    8,930,000AT&T
    
    
    952,500
    
    
    
    90,000
    
    
    
    55,000
    
    
    
    
    
    
    
    
    
    
    
    1,097,500Sprint
    
    
    1,625,000
    
    
    
    200,000
    
    
    
    60,000
    
    
    
    30,000
    
    
    
    
    
    
    
    1,915,000Total
    
    
    9,902,500
    
    
    
    1,175,000
    
    
    
    320,000
    
    
    
    520,000
    
    
    
    25,000
    
    
    
    11,942,500Accumulated amortization
    
    
    165,270
    
    
    
    43,563
    
    
    
    12,090
    
    
    
    11,946
    
    
    
    831
    
    
    
    233,700Net intangible assets
    
    $
    9,737,230
    
    
    $
    1,131,437
    
    
    $
    307,910
    
    
    $
    508,054
    
    
    $
    24,169
    
    
    $
    11,708,800
   17




---



##### 



18




---



##### 



Goodwill and Other Intangible Assets
 5. Long-Term Debt
  March 31, 2006
    
    
    December 31, 2005RHD6.875% Senior Notes due 2013
    
    $
    300,000
    
    
    $
    300,0006.875% Series A-1 Senior Discount Notes due 2013
    
    
    332,643
    
    
    
    6.875% Series A-2 Senior Discount Notes due 2013
    
    
    601,491
    
    
    
    8.875% Series A-3 Senior Notes due 2016
    
    
    1,210,000
    
    
    
    R.H. Donnelley Inc. (RHDI)Credit Facility
    
    
    2,094,575
    
    
    
    2,170,9158.875% Senior Notes due 2010
    
    
    7,934
    
    
    
    7,93410.875% Senior Subordinated Notes due 2012
    
    
    600,000
    
    
    
    600,000Dex Media, Inc.8% Senior Notes due 2013
    
    
    514,681
    
    
    
    
    *9% Senior Discount Notes due 2013
    
    
    624,004
    
    
    
    
    *Dex Media EastCredit Facility
    
    
    788,693
    
    
    
    
    *9.875% Senior Notes due 2009
    
    
    482,505
    
    
    
    
    *12.125% Senior Subordinated Notes due 2012
    
    
    394,518
    
    
    
    
    *Dex Media WestCredit Facility
    
    
    1,678,938
    
    
    
    
    *8.5% Senior Notes due 2010
    
    
    406,333
    
    
    
    
    *5.875% Senior Notes due 2011
    
    
    8,721
    
    
    
    
    *9.875% Senior Subordinated Notes due 2013
    
    
    838,934
    
    
    
    
    *Total RHD Consolidated
    
    
    10,883,970
    
    
    
    3,078,849Less current portion
    
    
    460,523
    
    
    
    100,234Long-term debt
    
    $
    10,423,447
    
    
    $
    2,978,615
  Credit Facilities
 RHDI
  19




---



##### 




    
    The higher of (i) a base rate as determined by the Administrative Agent, Deutsche Bank
Trust Company Americas or (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, in
each case plus a 1.00% margin on the Revolver and Term Loan A-2, a 0.75% margin on Term
Loan A-3 and Term Loan D and 0.50% margin on Term Loan D-1; or
    
    LIBOR rate plus a 2.00% margin on the Revolver and Term Loan A-2, 1.75% margin on Term
Loan A-3 and Term Loan D, and a 1.50% margin on Term Loan D-1. We may elect interest
periods of 1, 2, 3 or 6 months (or 9 or 12 months if, at the time of the borrowing, all
lenders agree to make such term available), for LIBOR borrowings.
  Dex Media Credit Facilities
 Dex Media East
   
    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan
Chase Bank, N.A., plus a 0.25% margin on the Revolver and Term Loan A and a 0.75%
margin on Term Loan B; and (ii) the Federal Funds Effective Rate (as defined) plus
0.50%, plus a 0.25% margin on the Revolver and Term Loan A and a 0.75% margin on Term
Loan B; or
    
    LIBOR rate plus a 1.25% margin on the Revolver and Term Loan A and a 1.75% margin on
Term Loan B. We may elect interest periods of 1, 2, 3, or 6 months (or 9 or 12 months
if, at the time of the borrowing, all lenders agree to make such term available), for
LIBOR borrowings.
  Dex Media West
  20




---



##### 




    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan
Chase Bank, N.A., plus a 0.25% margin on the Revolver and Term Loan A, a 0.75% margin
on Term Loan B, and a 0.50% margin on Term Loan B-1; and (ii) the Federal Funds
Effective Rate (as defined) plus 0.50%, plus a 0.25% margin on the Revolver and Term
Loan A, a 0.75% margin on Term Loan B, and a 0.50% margin on Term Loan B-1; or
    
    LIBOR rate plus a 1.25% margin on the Revolver and Term Loan A, 1.75% margin on Term
Loan B, and a 1.50% margin on Term Loan B-1. We may elect interest periods of 1, 2, 3,
or 6 months (or 9 or 12 months if, at the time of the borrowing, all lenders agree to
make such term available), for LIBOR borrowings.
   Notes
 RHD
   21




---



##### 



RHDI
  Dex Media, Inc.
   Dex Media East
   Dex Media West
  th
  Impact of Dex Media Merger
  22




---



##### 



Dex Media Inc.8% Senior Notes, due 2013
    
    $
    15,0009% Senior Discount Notes, due 2013
    
    
    17,177Dex Media EastCredit Facility
    
    
    9.875% Unsecured senior notes payable, due 2009
    
    
    34,29012.125% Unsecured senior subordinated notes payable, due 2012
    
    
    54,600Dex Media WestCredit Facility
    
    
    8.5% Unsecured senior notes payable, due 2010
    
    
    22,1385.875% Unsecured senior notes payable, due 2011
    
    
    619.875% Unsecured senior subordinated notes payable, due 2013
    
    
    79,037Total
    
    $
    222,303
 6. Redeemable Preferred Stock and Warrants
    Long-Term Debt
 23




---



##### 



Long-Term Debt
    7. Restructuring Charges
  2003
    
    
    2005
    
    
    2006Restructuring
    
    
    Restructuring
    
    
    RestructuringActions
    
    
    Actions
    
    
    Actions
    
    
    TotalBalance at December 31, 2005
    
    $
    1,577
    
    
    $
    6,472
    
    
    $
    
    
    
    $
    8,049Additions to reserve charged to goodwill
    
    
    
    
    
    
    
    
    
    
    6,839
    
    
    
    6,839Payments
    
    
    151
    
    
    
    317
    
    
    
    
    
    
    
    468Balance at March 31, 2006
    
    $
    1,426
    
    
    $
    6,155
    
    
    
    6,839
    
    
    $
    14,420
  24




---



##### 



8. Benefit Plans
 Retirement Plans.
   25




---



##### 



Savings Plans.
 Other Postretirement Benefits.
 Employers Disclosures About Pensions and Other Postretirement Benefits (Revised
2003),
 Pension
    
    
    PostretirementBenefits
    
    
    BenefitsThree Months
    
    
    Three MonthsEnded March 31,
    
    
    Ended March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Service cost
    
    $
    2,744
    
    
    $
    1,342
    
    
    $
    516
    
    
    $
    188Interest cost
    
    
    3,412
    
    
    
    1,593
    
    
    
    904
    
    
    
    272Expected return on plan assets
    
    
    (4,206
    )
    
    
    (2,090
    )
    
    
    
    
    
    
    Unrecognized prior service cost
    
    
    50
    
    
    
    38
    
    
    
    242
    
    
    
    240Amortization of unrecognized loss
    
    
    468
    
    
    
    320
    
    
    
    65
    
    
    
    25Net periodic benefit cost
    
    $
    2,468
    
    
    $
    1,203
    
    
    $
    1,727
    
    
    $
    725
 9. Business Segments
  10. Litigation
   26




---



##### 



11. Guarantees
    R.H. Donnelley Corporation
Consolidating Condensed Balance Sheet
March 31, 2006
 R.H. Donnelley
    
    
    R.H.
    
    
    
    
    
    
    Dex Media Inc
    
    
    
    
    
    
    ConsolidatedCorporation
    
    
    Donnelley Inc.
    
    
    Guarantor
    
    
    and
    
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CorporationAssetsCash and cash equivalents
    
    $
    185,619
    
    
    $
    9,039
    
    
    $
    3,604
    
    
    $
    1,021
    
    
    $
    
    
    
    $
    199,283Accounts receivable, net
    
    
    
    
    
    
    
    
    
    
    413,751
    
    
    
    930,650
    
    
    
    
    
    
    
    1,344,401Deferred directory costs
    
    
    
    
    
    
    
    
    
    
    63,029
    
    
    
    148,199
    
    
    
    
    
    
    
    211,228Other current assets
    
    
    12,886
    
    
    
    5,190
    
    
    
    18,399
    
    
    
    28,026
    
    
    
    (472
    )
    
    
    64,029Total current assets
    
    
    198,505
    
    
    
    14,229
    
    
    
    498,783
    
    
    
    1,107,896
    
    
    
    (472
    )
    
    
    1,818,941Investment in subsidiaries
    
    
    4,576,381
    
    
    
    1,583,249
    
    
    
    
    
    
    
    
    
    
    
    (6,159,630
    )
    
    
    Fixed assets, net
    
    
    1,948
    
    
    
    51,900
    
    
    
    5,460
    
    
    
    104,930
    
    
    
    
    
    
    
    164,238Other assets
    
    
    92,224
    
    
    
    205,912
    
    
    
    1,681
    
    
    
    9,713
    
    
    
    (134,118
    )
    
    
    175,412Intercompany receivables
    
    
    260,338
    
    
    
    1,496,383
    
    
    
    1,209,923
    
    
    
    36,255
    
    
    
    (3,002,899
    )
    
    
    Intercompany notes receivable
    
    
    
    
    
    
    1,761,476
    
    
    
    
    
    
    
    
    
    
    
    (1,761,476
    )
    
    
    Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    2,814,958
    
    
    
    8,893,842
    
    
    
    
    
    
    
    11,708,800Goodwill
    
    
    
    
    
    
    
    
    
    
    319,014
    
    
    
    2,352,417
    
    
    
    
    
    
    
    2,671,431Total assets
    
    $
    5,129,396
    
    
    $
    5,113,149
    
    
    $
    4,849,819
    
    
    $
    12,505,053
    
    
    $
    (11,058,595
    )
    
    $
    16,538,822Liabilities and Shareholders EquityAccounts payable & accrued liabilities
    
    $
    38,845
    
    
    $
    50,635
    
    
    $
    28,984
    
    
    $
    145,266
    
    
    $
    
    
    
    $
    263,730Deferred directory revenue
    
    
    
    
    
    
    
    
    
    
    422,109
    
    
    
    361,158
    
    
    
    
    
    
    
    783,267Short-term deferred income taxes, net
    
    
    
    
    
    
    38,302
    
    
    
    38,749
    
    
    
    211,737
    
    
    
    (359
    )
    
    
    288,429Current portion LTD
    
    
    
    
    
    
    85,362
    
    
    
    
    
    
    
    375,161
    
    
    
    
    
    
    
    460,523Total current liabilities
    
    
    38,845
    
    
    
    174,299
    
    
    
    489,842
    
    
    
    1,093,322
    
    
    
    (359
    )
    
    
    1,795,949Long-term debt
    
    
    2,444,134
    
    
    
    2,617,147
    
    
    
    
    
    
    
    5,362,166
    
    
    
    
    
    
    
    10,423,447Intercompany payables
    
    
    620,550
    
    
    
    1,550,356
    
    
    
    912,552
    
    
    
    18,161
    
    
    
    (3,101,619
    )
    
    
    Intercompany notes payable
    
    
    
    
    
    
    
    
    
    
    1,761,476
    
    
    
    
    
    
    
    (1,761,476
    )
    
    
    Deferred income taxes, net
    
    
    
    
    
    
    27,701
    
    
    
    79,807
    
    
    
    2,060,840
    
    
    
    (21,799
    )
    
    
    2,146,549Other long-term liabilities
    
    
    8,401
    
    
    
    38,689
    
    
    
    22,893
    
    
    
    99,140
    
    
    
    (13,712
    )
    
    
    155,411Shareholders equity
    
    
    2,017,466
    
    
    
    704,957
    
    
    
    1,583,249
    
    
    
    3,871,424
    
    
    
    (6,159,630
    )
    
    
    2,017,466Total liabilities and shareholders equity
    
    $
    5,129,396
    
    
    $
    5,113,149
    
    
    $
    4,849,819
    
    
    $
    12,505,053
    
    
    $
    (11,058,595
    )
    
    $
    16,538,822
 27




---



##### 



R.H. Donnelley Corporation
Consolidating Condensed Balance Sheet
December 31, 2005
 R.H. Donnelley
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedCorporation
    
    
    R.H. Donnelley Inc.
    
    
    
    
    
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    
    (Issuer)
    
    
    Guarantor Subsidiaries
    
    
    Eliminations
    
    
    CorporationAssetsCash and cash equivalents
    
    $
    830
    
    
    $
    2,703
    
    
    $
    4,260
    
    
    $
    
    
    
    $
    7,793Accounts receivable, net
    
    
    
    
    
    
    
    
    
    
    457,310
    
    
    
    
    
    
    
    457,310Deferred directory costs
    
    
    
    
    
    
    
    
    
    
    67,686
    
    
    
    
    
    
    
    67,686Other current assets
    
    
    
    
    
    
    13,162
    
    
    
    52,327
    
    
    
    (32,433
    )
    
    
    33,056Total current assets
    
    
    830
    
    
    
    15,865
    
    
    
    581,583
    
    
    
    (32,433
    )
    
    
    565,845Investment in subsidiaries
    
    
    662,971
    
    
    
    1,514,314
    
    
    
    
    
    
    
    (2,177,285
    )
    
    
    Fixed assets, net
    
    
    
    
    
    
    50,059
    
    
    
    5,628
    
    
    
    
    
    
    
    55,687Other assets
    
    
    12,197
    
    
    
    200,974
    
    
    
    1,669
    
    
    
    (108,949
    )
    
    
    105,891Intercompany receivable
    
    
    
    
    
    
    24,919
    
    
    
    213,545
    
    
    
    (238,464
    )
    
    
    Intercompany notes receivable
    
    
    
    
    
    
    1,789,436
    
    
    
    
    
    
    
    (1,789,436
    )
    
    
    Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    2,833,200
    
    
    
    
    
    
    
    2,833,200Goodwill
    
    
    
    
    
    
    
    
    
    
    319,014
    
    
    
    
    
    
    
    319,014Total assets
    
    $
    675,998
    
    
    $
    3,595,567
    
    
    $
    3,954,639
    
    
    $
    (4,346,567
    )
    
    $
    3,879,637Liabilities, Preferred Stock and
Shareholders (Deficit) EquityAccounts payable and accrued liabilities
    
    $
    8,780
    
    
    $
    48,698
    
    
    $
    32,103
    
    
    $
    (20
    )
    
    $
    89,561Deferred directory revenue
    
    
    
    
    
    
    
    
    
    
    463,440
    
    
    
    
    
    
    
    463,440Current deferred income taxes, net
    
    
    
    
    
    
    36,751
    
    
    
    80,616
    
    
    
    (31,784
    )
    
    
    85,583Current portion LTD
    
    
    
    
    
    
    100,234
    
    
    
    
    
    
    
    
    
    
    
    100,234Total current liabilities
    
    
    8,780
    
    
    
    185,683
    
    
    
    576,159
    
    
    
    (31,804
    )
    
    
    738,818Long-term debt
    
    
    300,000
    
    
    
    2,678,615
    
    
    
    
    
    
    
    
    
    
    
    2,978,615Intercompany notes payable
    
    
    331,840
    
    
    
    
    
    
    
    
    
    
    
    (331,840
    )
    
    
    Non-current intercompany payable
    
    
    
    
    
    
    
    
    
    
    1,789,436
    
    
    
    (1,789,436
    )
    
    
    Deferred income taxes, net
    
    
    (7,356
    )
    
    
    25,028
    
    
    
    50,346
    
    
    
    (2,853
    )
    
    
    65,165Other long-term liabilities
    
    
    
    
    
    
    43,270
    
    
    
    24,384
    
    
    
    (13,349
    )
    
    
    54,305Redeemable convertible Preferred Stock
    
    
    334,149
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    334,149Shareholders (deficit) equity
    
    
    (291,415
    )
    
    
    662,971
    
    
    
    1,514,314
    
    
    
    (2,177,285
    )
    
    
    (291,415
    )Total liabilities, preferred stock and
shareholders (deficit) equity
    
    $
    675,998
    
    
    $
    3,595,567
    
    
    $
    3,954,639
    
    
    $
    (4,346,567
    )
    
    $
    3,879,637
 28




---



##### 



R.H. Donnelley Corporation
Consolidating Condensed Statement of Operations
For the Three Months Ended March 31, 2006
 R.H. Donnelley
    
    
    R.H. Donnelley
    
    
    
    
    
    
    Dex Media
    
    
    
    
    
    
    ConsolidatedCorporation
    
    
    Inc.
    
    
    Guarantor
    
    
    Inc and
    
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CorporationNet revenue
    
    $
    
    
    
    $
    
    
    
    $
    261,369
    
    
    $
    59,110
    
    
    $
    
    
    
    $
    320,479Expenses
    
    
    842
    
    
    
    29,796
    
    
    
    122,352
    
    
    
    130,239
    
    
    
    (817
    )
    
    
    282,412Partnership and equity income
    
    
    (46,027
    )
    
    
    68,932
    
    
    
    
    
    
    
    
    
    
    
    (22,905
    )
    
    
    Operating
(loss) income
    
    
    (46,869
    )
    
    
    39,136
    
    
    
    139,017
    
    
    
    (71,129
    )
    
    
    (22,088
    )
    
    
    38,067Interest expense
    
    
    (38,539
    )
    
    
    (17,472
    )
    
    
    (32,461
    )
    
    
    (65,269
    )
    
    
    
    
    
    
    (153,741
    )Other income
    
    
    (14
    )
    
    
    
    
    
    
    (364
    )
    
    
    
    
    
    
    378
    
    
    
    Pre-tax
(loss) income
    
    
    (85,422
    )
    
    
    21,664
    
    
    
    106,192
    
    
    
    (136,398
    )
    
    
    (21,710
    )
    
    
    (115,674
    )Income tax
benefit (expense)
    
    
    13,704
    
    
    
    15,648
    
    
    
    (37,260
    )
    
    
    53,059
    
    
    
    (1,195
    )
    
    
    43,956Net (loss) income
    
    
    (71,718
    )
    
    
    37,312
    
    
    
    68,932
    
    
    
    (83,339
    )
    
    
    (22,905
    )
    
    
    (71,718
    )Preferred dividend
    
    
    1,974
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,974Gain on repurchase of
preferred stock
    
    
    (31,195
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,195
    )(Loss) income available to common
shareholders
    
    $
    (42,497
    )
    
    $
    37,312
    
    
    $
    68,932
    
    
    $
    (83,339
    )
    
    $
    (22,905
    )
    
    $
    (42,497
    )
 R.H. Donnelley Corporation
Consolidating Condensed Statement of Operations
For the Three Months Ended March 31, 2005
 R.H. Donnelley
    
    
    R.H. Donnelley
    
    
    
    
    
    
    
    
    
    
    ConsolidatedCorporation
    
    
    Inc.
    
    
    Guarantor
    
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CorporationNet revenue
    
    
    
    
    
    $
    
    
    
    
    247,108
    
    
    
    (39,769
    )
    
    $
    207,339Expenses
    
    
    
    
    
    
    7,035
    
    
    
    158,318
    
    
    
    (28,211
    )
    
    
    137,142Operating
(loss) income
    
    
    
    
    
    
    (7,035
    )
    
    
    88,790
    
    
    
    (11,558
    )
    
    
    70,197Interest expense
    
    
    (4,555
    )
    
    
    (6,988
    )
    
    
    (45,954
    )
    
    
    
    
    
    
    (57,497
    )Pre-tax (loss) income
    
    
    (4,555
    )
    
    
    (14,023
    )
    
    
    42,836
    
    
    
    (11,558
    )
    
    
    12,700Income tax
benefit (expense)
    
    
    1,718
    
    
    
    3,827
    
    
    
    (14,818
    )
    
    
    4,320
    
    
    
    (4,953
    )Net (loss) income
    
    
    (2,837
    )
    
    
    (10,196
    )
    
    
    28,018
    
    
    
    (7,238
    )
    
    
    7,747Preferred dividend
    
    
    3,319
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,319Loss on repurchase of
preferred stock
    
    
    133,681
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    133,681(Loss) income available to common
shareholders
    
    $
    (139,837
    )
    
    $
    (10,196
    )
    
    $
    28,018
    
    
    $
    (7,238
    )
    
    $
    (129,253
    )
 29




---



##### 



R.H. Donnelley Corporation
Consolidating Condensed Statement of Cash Flows
For the Three Months Ended March 31, 2006
 R.H.
    
    
    R.H.Donnelley
    
    
    Donnelley
    
    
    
    
    
    
    Dex Media Inc
    
    
    
    
    
    
    ConsolidatedCorporation
    
    
    Inc.
    
    
    Guarantor
    
    
    and
    
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CorporationCash flow from operations
    
    $
    131,237
    
    
    $
    14,634
    
    
    $
    111,647
    
    
    $
    76,725
    
    
    $
    (138,253
    )
    
    $
    195,990Cash flow from investing activities:
Purchase of fixed assets
    
    
    (2,325
    )
    
    
    (3,412
    )
    
    
    (158
    )
    
    
    (4,501
    )
    
    
    
    
    
    
    (10,396
    )Acquisitions, net of cash received
    
    
    (1,755,568
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (133,177
    )
    
    
    (1,888,745
    )Dividends from Parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (265,745
    )
    
    
    265,745
    
    
    
    Net cash flow from investing activities
    
    
    (1,757,893
    )
    
    
    (3,412
    )
    
    
    (158
    )
    
    
    (270,246
    )
    
    
    132,568
    
    
    
    (1,899,141
    )Cash flow from investing activities
Proceeds from issuance of debt
    
    
    2,079,680
    
    
    
    
    
    
    
    
    
    
    
    437,786
    
    
    
    
    
    
    
    2,517,466Revolver borrowings
    
    
    
    
    
    
    3,700
    
    
    
    
    
    
    
    165,000
    
    
    
    
    
    
    
    168,700Revolver repayments
    
    
    
    
    
    
    (8,700
    )
    
    
    
    
    
    
    (36,000
    )
    
    
    
    
    
    
    (44,700
    )Repurchase of redeemable
convertible preferred stock
    
    
    (336,123
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (336,123
    )Debt repayments
    
    
    
    
    
    
    (71,340
    )
    
    
    
    
    
    
    (347,555
    )
    
    
    
    
    
    
    (418,895
    )Increase in checks not yet presented
for payment
    
    
    
    
    
    
    (1,690
    )
    
    
    (361
    )
    
    
    (3,874
    )
    
    
    
    
    
    
    (5,925
    )Stock option exercises
    
    
    14,118
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,118Intercompany notes and other
    
    
    53,770
    
    
    
    73,144
    
    
    
    (111,784
    )
    
    
    (40,555
    )
    
    
    25,425
    
    
    
    Net cash flow from financing activities
    
    
    1,811,445
    
    
    
    (4,886
    )
    
    
    (112,145
    )
    
    
    174,802
    
    
    
    25,425
    
    
    
    1,894,641Change in cash
    
    
    184,789
    
    
    
    6,336
    
    
    
    (656
    )
    
    
    (18,719
    )
    
    
    19,740
    
    
    
    191,490Cash at beginning of year
    
    
    830
    
    
    
    2,703
    
    
    
    4,260
    
    
    
    19,740
    
    
    
    (19,740
    )
    
    
    7,793Cash at end of period
    
    $
    185,619
    
    
    $
    9,039
    
    
    $
    3,604
    
    
    $
    1,021
    
    
    $
    
    
    
    $
    199,283
 R.H. Donnelley Corporation
Consolidating Condensed Statement of Cash Flows
For the Three Months Ended March 31, 2005
 R.H.R.H. Donnelley
    
    
    Donnelley
    
    
    
    
    
    
    
    
    
    
    ConsolidatedCorporation
    
    
    Inc.
    
    
    Guarantor
    
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    
    (Issuer)
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    CorporationCash flow from operations
    
    $
    
    
    
    $
    (738
    )
    
    $
    120,879
    
    
    $
    (7,314
    )
    
    $
    112,827Cash flow from investing activities
    
    
    
    
    
    
    (5,475
    )
    
    
    (40
    )
    
    
    
    
    
    
    (5,515
    )Cash flow from financing activities:Proceeds from issuance of debt
    
    
    291,742
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    291,742Borrowings under revolver
    
    
    
    
    
    
    72,000
    
    
    
    
    
    
    
    
    
    
    
    72,000Repurchase of preferred stock
    
    
    (277,197
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (277,197
    )Debt repayments
    
    
    
    
    
    
    (201,635
    )
    
    
    
    
    
    
    
    
    
    
    (201,635
    )Intercompany transfers
    
    
    (17,198
    )
    
    
    133,693
    
    
    
    (123,809
    )
    
    
    7,314
    
    
    
    Other
    
    
    2,653
    
    
    
    
    
    
    
    1,943
    
    
    
    
    
    
    
    4,596Net cash flow from financing activities
    
    
    
    
    
    
    4,058
    
    
    
    (121,866
    )
    
    
    7,314
    
    
    
    (110,494
    )Change in cash
    
    
    
    
    
    
    (2,155
    )
    
    
    (1,027
    )
    
    
    
    
    
    
    (3,182
    )Cash at beginning of year
    
    
    
    
    
    
    6,008
    
    
    
    4,747
    
    
    
    
    
    
    
    10,755Cash at end of period
    
    $
    
    
    
    $
    3,853
    
    
    $
    3,720
    
    
    $
    
    
    
    $
    7,573
 30




---



##### 



12. Subsequent Events
  Initial Amount ofLIBOR Loans
    
    
    Base Rate Loans
    
    
    Facility/CommitmentRevolver
    
    
    1.25
    %
    
    
    0.25
    %
 
    $
    175.0 millionTranche A-4 Term Loans
    
    
    1.25
    %
    
    
    0.25
    %

    $
    323.4 millionTranche D-1 Term Loans
    
    
    1.50
    %
    
    
    0.50
    %

    $
    350.0 millionTranche D-2 Term Loans
    
    
    1.50
    %
    
    
    0.50
    %

    $
    1,422.0 million
  Initial Amount ofLIBOR Loans
    
    
    Base Rate Loans
    
    
    Facility/CommitmentRevolver
    
    
    1.25
    %
    
    
    0.25
    %
    
    $100.0 millionTranche A Term Loans
    
    
    1.25
    %
    
    
    0.25
    %
    
    $690.0 millionNew Tranche B Term Loans
    
    
    1.50
    %
    
    
    0.50
    %
    
    $429.0 million
  Initial Amount ofLIBOR Loans
    
    
    Base Rate Loans
    
    
    Facility/CommitmentRevolver
    
    
    1.25
    %
    
    
    0.25
    %
    
    $100.0 millionTranche A Term Loans
    
    
    1.25
    %
    
    
    0.25
    %
    
    $960.0 millionTranche B-1 Term Loans
    
    
    1.50
    %
    
    
    0.50
    %
    
    $503.0 millionTranche B-2 Term Loans
    
    
    1.50
    %
    
    
    0.50
    %
    
    $834.3 million
 31




---



##### 



Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Information
  Significant Business Developments
    32




---



##### 



Calculation of Allocable Purchase Price
(in thousands)
 Cash paid to Dex Media shareholders
    
    
    
    
    
    $
    1,861,111RHD value of shares issued to Dex Media shareholders
    
    
    
    
    
    
    2,259,359Allocable transaction and other direct costs of
the Merger
    
    
    
    
    
    
    26,169Dex Media severance and related costs
    
    
    
    
    
    
    6,839Dex Media vested equity awards
    
    
    
    
    
    
    76,089Dex Media outstanding debt at fair value
    
    
    
    
    
    
    5,509,269Total allocable purchase price
    
    
    
    
    
    $
    9,738,836Estimated allocation of purchase price:Non-compete/directory services license agreements
    
    
    
    
    
    $
    7,325,000Customer relationships
    
    
    
    
    
    
    1,090,000Trademarks and other
    
    
    
    
    
    
    515,000Dex Media net assets acquired
    
    
    212,753Dex Media unbilled customers receivables, net as
of January 31, 2006
    
    
    661,057Estimated profit on acquired sales contracts
    
    
    87,193Fair value adjustments:Eliminate pre-merger deferred revenue
    
    
    218,024Eliminate pre-merger deferred directory costs
    
    
    (228,674
    )Eliminate pre-merger deferred financing
costs
    
    
    (106,774
    )Eliminate Dex Media pre-merger deferred income
taxes
    
    
    (62,393
    )Deferred
income taxes relating to the Dex Media Merger
    
    
    (2,324,767
    )Fair value
of net liabilities assumed
    
    
    
    
    
    
    (1,543,581
    )Goodwill
    
    
    
    
    
    
    2,352,417Total allocable purchase price
    
    
    
    
    
    $
    9,738,836
 33




---



##### 



Corporate Overview
 TM www.bestredyp.com www.chicagolandyp.com
 Segment Reporting
  Critical Accounting Estimates
  Allowance for Doubtful Accounts and Sales Claims
  34




---



##### 



Pension Benefits
  Intangible Assets and Goodwill Valuation and Amortization
  Accounting for the Impairment or Disposal of Long-lived Assets Goodwill and Other Intangible Assets
  35




---



##### 



New Accounting Pronouncements
   Collective Bargaining Agreement
  36




---



##### 



RESULTS OF OPERATIONS
Three months ended March 31, 2006 and 2005
 Factors Affecting Comparability
 Acquisitions
  GAAP Reported Results
 Net Revenue
  Three Months Ended March 31,(amounts in millions)
    
    2006
    
    2005
    
    $ ChangeGross directory
advertising revenue
    
    $
    323.1
    
    
    $
    206.9
    
    
    $
    116.2Sales claims and allowances
    
    
    (8.1
    )
    
    
    (2.0
    )
    
    
    (6.1
    )Net directory advertising
revenue
    
    
    315.0
    
    
    
    204.9
    
    
    
    110.1Other revenue
    
    
    5.5
    
    
    
    2.4
    
    
    
    3.1Total
    
    $
    320.5
    
    
    $
    207.3
    
    
    $
    113.2
  37




---



##### 



Expenses
  Three Months Ended March 31,(amounts in millions)
    
    2006
    
    2005
    
    $ ChangeOperating expenses
    
    $
    180.5
    
    
    $
    102.4
    
    
    $
    78.1G&A expenses
    
    
    39.2
    
    
    
    13.0
    
    
    
    26.2D&A expenses
    
    
    62.7
    
    
    
    21.7
    
    
    
    41.0Total
    
    $
    282.4
    
    
    $
    137.1
    
    
    $
    145.3
  Operating Expenses
  38




---



##### 



Change(amounts in millions)Expenses recorded in the first quarter
of 2006 resulting from the Dex Media
Merger
    
    $
    60.7Expenses excluded from the first
quarter of 2005 due to purchase
accounting from the AT&T Directory
Acquisition
    
    
    8.0Stock-based compensation expense
resulting from the adoption of SFAS
No. 123 (R)
    
    
    5.9Increased sales costs due to higher
advertising sales results in certain
markets
    
    
    5.6Lower cost uplift expense
    
    
    (3.7
    )All other
    
    
    1.6Total increase in
operating expenses
for the first
quarter of 2006,
compared to the
same period in 2005
    
    $
    78.1
       39




---



##### 



General and Administrative Expenses
  Change(amounts in millions)Increased general and administrative expenses
resulting from the Dex Media Merger
    
    $
    16.8Stock-based compensation expense resulting from the
adoption of SFAS No. 123 (R)
    
    
    10.6All other general and administrative expenses
    
    
    (1.2
    )Total increase in
general and
administrative
expenses for the
first quarter of 2006,
compared to the same
period in 2005
    
    $
    26.2
  Depreciation and Amortization
  Operating Income
  Three Months Ended March 31,(amounts in millions)
    
    2006
    
    2005
    
    $ ChangeTotal
    
    $
    38.1
    
    
    $
    70.2
    
    
    $
    (32.1
    )
  40




---



##### 



Interest Expense, Net
  Income Taxes
  Net (Loss) Income, (Loss) Available to Common Shareholders and (Loss) Per Share
    41




---



##### 



Adjusted Pro Forma and Combined Adjusted Amounts and Other Non-GAAP Measures
  42




---



##### 



Three months ended March 31, 2006(amounts in millions)
    
    AdjustmentsReported
    
    
    
    
    
    AdjustedGAAP
    
    
    
    Pro FormaNet revenue
    
    $
    320.5
    
    
    $
    356.0
    (1)
    
    $
    676.5Expenses, other than
depreciation and amortization
    
    
    219.7
    
    
    
    97.6
    (2)
    
    
    317.3Depreciation and amortization
    
    
    62.7
    
    
    
    20.5
    (3)
    
    
    83.2Operating income
    
    $
    38.1
    
    
    $
    237.9
    
    
    $
    276.0
 Three months ended March 31, 2005(amounts in millions)
    
    AdjustmentsReported
    
    
    
    
    
    Dex Media
    
    CombinedGAAP
    
    Adjustments
    
    GAAP
    
    AdjustedNet revenue
    
    $
    207.3
    
    
    $
    51.9
    (4)
    
    $
    411.7
    (6)
    
    $
    670.9Expenses, other than
depreciation and amortization
    
    
    115.4
    
    
    
    (8.0
    ) (5)
    
    
    177.4
    (6)
    
    
    284.8Depreciation and amortization
    
    
    21.7
    
    
    
    
    
    
    
    93.2
    (6)
    
    
    114.9Operating income
    
    $
    70.2
    
    
    $
    59.9
    
    
    $
    141.1
    
    
    $
    271.2
 
 (1)
    
    Represents revenue for directories that published prior to the Dex Media Merger, plus
revenue for all January 2006 published directories as reported by Dex Media, which would have
been recognized during the period absent purchase accounting required under GAAP.(2)
    
    Represents (a) expenses for directories that published prior to the Dex Media Merger, plus
expenses for all January 2006 published directories as reported by Dex Media, which would have
been recognized during the period absent purchase accounting required under GAAP, (b)
exclusion of expenses reported by Dex Media directly related to the Dex Media Merger and (c)
the exclusion of cost uplift recorded in purchase accounting to eliminate the profit on sales
contracts completed prior to the transaction date for directories that published after the
transaction date.(3)
    
    Represents the additional amortization expense related to the identifiable intangible assets
acquired in the Dex Media Merger over their estimated useful lives for January 2006.(4)
    
    Represents revenue for directories that published prior to the AT&T Directory Acquisition,
plus all September 2004 published directories, which would have been recognized during the
period had it not been for purchase accounting required under GAAP. 43




---



##### 



(5)
    
    Represents elimination of amortized deferred cost uplift
recorded in purchase accounting to eliminate the profit on sales contracts completed prior to
the AT&T Directory Acquisition for directories that published after the
acquisition date, net of expenses for directories that published prior to the AT&T Directory Acquisition,
including September 2004 published directories, which would have been recognized during the
period had it not been for purchase accounting required under GAAP.(6)
    
    Represents net revenue, expenses and depreciation and amortization reported by Dex Media for
the three months ended March 31, 2005. 2006 Adjusted Pro Forma Revenue Compared to 2005 Combined Adjusted Revenue
  Three Months Ended March 31, 2006AdjustmentsReported
    
    Dex Media
    
    Adjusted Pro(amounts in millions)
    
    GAAP
    
    Merger
    
    FormaGross directory advertising revenue
    
    $
    323.1
    
    
    $
    356.6
    (1)
    
    $
    679.7Sales claims and allowances
    
    
    (8.1
    )
    
    
    (6.8
    )(1)
    
    
    (14.9
    )Net directory advertising revenue
    
    
    315.0
    
    
    
    349.8
    
    
    
    664.8Other revenue
    
    
    5.5
    
    
    
    6.2
    (2)
    
    
    11.7Net revenue
    
    $
    320.5
    
    
    $
    356.0
    
    
    $
    676.5
 Three Months Ended March 31, 2005AdjustmentsAT&TReported
    
    Directory
    
    Dex Media
    
    Combined(amounts in millions)
    
    GAAP
    
    Acquisition
    
    GAAP
    
    AdjustedGross directory advertising revenue
    
    $
    206.9
    
    
    $
    52.2
    (3)
    
    $
    406.9
    (4)
    
    $
    666.0Sales claims and allowances
    
    
    (2.0
    )
    
    
    (0.3
    )(3)
    
    
    
    
    
    
    (2.3
    )Net directory advertising revenue
    
    
    204.9
    
    
    
    51.9
    
    
    
    406.9
    
    
    
    663.7Other revenue
    
    
    2.4
    
    
    
    
    
    
    
    4.8
    (4)
    
    
    7.2Net revenue
    
    $
    207.3
    
    
    $
    51.9
    
    
    $
    411.7
    
    
    $
    670.9
 
 (1)
    
    Represents gross revenue and sales claims and allowances for directories that published
prior to the Dex Media Merger, plus revenue and sales claims and allowances for all January
2006 published directories as reported by Dex Media, which would have been recognized
during the period had it not been for purchase accounting required under GAAP.(2)
    
    Other revenue includes barter revenue, late fees paid on outstanding customer balances,
commissions earned on sales contracts with respect to advertising placed into other
publishers directories, sales of directories and certain other print and internet
products, plus other revenue reported by Dex Media for January 2006. 44




---



##### 



(3)
    
    Represents gross revenue and sales claims and allowances for directories that published
prior to the AT&T Directory Acquisition, which would have been recognized during the period
had it not been for purchase accounting required under GAAP.(4)
    
    Represents 2005 reported results for Dex Media.  2006 Adjusted Pro Forma Expenses Compared to 2005 Combined Adjusted Expenses and 2006 Adjusted Pro
Forma Operating Income Compared to 2005 Combined Adjusted Operating Income
  Change(amounts in millions)Stock-based compensation expense resulting
from adoption of SFAS No. 123 (R)
    
    $
    16.5Increased internet production costs
    
    
    7.0Increased sales expenses
    
    
    5.1Increased print, paper and distribution costs
    
    
    2.9All other
    
    
    1.0Total increase in
adjusted operating and
G&A expenses for the
first quarter of 2006,
compared to the same
period in 2005
combined adjusted
operating and G&A
expenses
    
    $
    32.5
   45




---



##### 



Advertising Sales
   (Amounts in millions)Three Months Ended March 31,2006
    
    
    2005Reconciliation of advertising sales to net revenue  GAAP,
net revenue  pro forma adjusted and net revenue combined
adjustedRHD advertising sales disclosed in March 31, 2005 Form 10-Q
    
    
    
    
    
    $
    256.6Dex Media implied publication sales for first quarter
2005, disclosed in Dex
Medias second quarter 2005 press release
    
    
    
    
    
    
    452.2Combined adjustments for changes in publication dates and
definition of advertising sales
    
    
    
    
    
    
    (1.6
    )RHD pro forma advertising sales
    
    $
    707.0
    
    
    
    707.2Advertising sales percentage change over prior year
    
    
    0.0
    %Less pre-acquisition Dex Media advertising sales not
recognized as current period revenue, less combined
current period advertising sales not recognized as revenue
due to the deferral method of accounting,. plus combined
net revenue reported in the period for advertising sales
from prior periods.
    
    
    (392.0
    )
    
    
    (502.3
    )Net directory advertising revenue
    
    
    315.0
    
    
    
    204.9Other revenue
    
    
    5.5
    
    
    
    2.4Net revenue  GAAP
    
    $
    320.5
    
    
    $
    207.3
 46




---



##### 



LIQUIDITY AND CAPITAL RESOURCES
 Credit Facilities
 R.H. Donnelley Inc. (RHDI)
   
    
    The higher of (i) a base rate as determined by the Administrative Agent,
Deutsche Bank Trust Company Americas, plus a 0.25% margin on the Revolver and Term Loan A-4
and a 0.50% margin on Term Loan D-1 and Term Loan D-2; and (ii) the Federal Funds Effective
Rate (as defined) plus 0.50%, plus a 0.25% margin on the Revolver and Term Loan A-4 and a
0.50% margin on Term Loan D-1 and Term Loan D-2; or
    
    LIBOR rate plus a 1.25% margin on the Revolver and Term Loan A-4 and a 1.50% margin on
Term Loan D-1 and Term Loan D-2. We may elect interest periods of 1, 2, 3 or 6 months (or 9
or 12 months if, at the time of the borrowing, all lenders agree to make such term
available), for LIBOR borrowings.
 Dex Media East
   
    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan
Chase Bank, N.A., plus a 0.25% margin on the Revolver and Term Loan A and a 0.50%
margin on Term Loan B; and (ii) the Federal Funds Effective Rate (as defined) plus
0.50%, plus a 0.25% margin on the Revolver and Term Loan A and a 0.50% margin on Term
Loan B; or
    
    LIBOR rate plus a 1.25% margin on the Revolver and Term Loan A and a 1.50% margin on
Term Loan B. We may elect interest periods of 1, 2, 3, or 6 months (or 9 or 12 months
if, at the time of the borrowing, all lenders agree to make such term available), for
LIBOR borrowings.
 47




---



##### 



Dex Media West
   
    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan
Chase Bank, N.A., plus a 0.25% margin on the Revolver and Term Loan A and a 0.50%
margin on Term Loan B-1 and Term Loan B-2; and (ii) the Federal Funds Effective Rate
(as defined) plus 0.50%, plus a 0.25% margin on the Revolver and Term Loan A and a
0.50% margin on Term Loan B-1 and Term Loan B-2; or
    
    LIBOR rate plus a 1.25% margin on the Revolver and Term Loan A and a 1.50% margin on
Term Loan B-1 and Term Loan B-2. We may elect interest periods of 1, 2, 3, or 6 months
(or 9 or 12 months if, at the time of the borrowing, all lenders agree to make such
term available), for LIBOR borrowings.
  Notes and Preferred Stock
 RHD
   48




---



##### 



RHDI
  Dex Media, Inc.
   Dex Media East
   Dex Media West
  th
  49




---



##### 



Sources:
    
    (Dollars in thousands)New RHD Series A-1 Senior Discount Notes due
2013
    
    $
    332,081New RHD Series A-2 Senior Discount Notes due
2013
    
    
    600,475New RHD Series A-3 Senior Notes due 2016
    
    
    1,210,000Amended Dex Media West credit facility
    
    
    444,193Short-term interest income on Series A-2
Senior Discount Notes and Series A-3 Senior
Notes (1)
    
    
    836Cash from balance sheet(2)
    
    
    21,539Total sources
    
    $
    2,609,124Uses:Cash portion of the Dex Media Merger
consideration
    
    $
    1,861,111GS Repurchase
    
    
    336,123Refinance Dex Media West 5.875% Senior notes
due November 2011
    
    
    291,835Fees and expenses(3)
    
    
    120,055Total uses
    
    $
    2,609,124
 
 (1)
    
    Represents short-term interest income from the proceeds of the Series A-2 Senior
Discount Notes and Series A-3 Senior Notes from January 27, 2006 (the issuance date of the
notes) through January 31, 2006 (the closing of the Dex Media Merger).(2)
    
    After giving effect to (1) the Dex Media Merger and related financings and (2) the GS
Repurchase and related financings, $21.5 million was paid from cash on hand.(3)
    
    Includes fees and expenses relating to (1) the Dex Media Merger and related financings
and (2) the GS Repurchase and related financings.  50




---



##### 



Business Combinations
 Book Value at
    
    Fair Value at
    
    Fair ValueJanuary 31, 2006
    
    January 31, 2006
    
    AdjustmentDex Media Credit Facilities
    
    $
    1,950.1
    
    
    $
    1,950.1
    
    
    $
    Dex Media, Inc. 8% Senior Notes
    
    
    500.0
    
    
    
    515.0
    
    
    
    15.0Dex Media, Inc. 9% Senior Discount Notes
    
    
    598.8
    
    
    
    616.0
    
    
    
    17.2Dex Media East 9.875% Senior Notes
    
    
    450.0
    
    
    
    484.3
    
    
    
    34.3Dex Media East 12.125% Senior Subordinated Notes
    
    
    341.3
    
    
    
    395.9
    
    
    
    54.6Dex Media West 8.5% Senior Notes
    
    
    385.0
    
    
    
    407.1
    
    
    
    22.1Dex Media West 5.875% Senior Notes
    
    
    300.0
    
    
    
    300.1
    
    
    
    0.1Dex Media West 9.875% Senior Subordinated Notes
    
    
    761.8
    
    
    
    840.8
    
    
    
    79.0Total consolidated outstanding debt at
January 31, 2006
    
    $
    5,287.0
    
    
    $
    5,509.3
    
    
    $
    222.3
     
    
    $71.7 million in net loss.
    
    $59.3 million of net non-cash charges primarily consisting of $62.7 million of
depreciation and amortization, $8.5 million in bad debt provision, $16.5 million of
stock-based compensation expense and $15.6 million in other non-cash charges, offset
by $44.0 million in deferred taxes.
    
    $214.7 million net source of cash from a $319.6 million increase in deferred
directory revenue, offset by an increase in accounts receivable of $104.9 million. The
change in deferred revenue and accounts receivable are analyzed together given the fact
that when a directory is published, the annual billing value of that directory is
initially deferred and unbilled accounts receivable are established. Each month
thereafter, a proportionate share of the billing value (typically one twelfth) is
recognized as revenue and billed to customers. Additionally, under
purchase accounting rules, deferred revenue was not recorded on
directories that were published prior to the Dex Media Merger,
however we retained all the rights associated with the collection of
amounts due under the advertising contracts executed prior to the
merger.
    
    $16.2 million net use of cash from an increase in other assets, consisting of a $16.8
million increase in prepaid expenses and a $3.9 million increase
in other current and non-current assets, offset by a $4.5 million decrease in deferred
directory costs.
    
    $1.2 million net source of cash from a decrease in accounts payable and accrued
liabilities, primarily reflecting a $35.5 million decrease in accrued liabilities,
offset by a $27.7 million increase in accrued interest payable
on outstanding debt and a
$9.0 million increase in trade accounts payable.
 51




---



##### 




    
    $8.7 million net source of cash from an increase in other non-current liabilities.
  
    
    $10.4 million used to purchase fixed assets, primarily computer equipment,
software and leasehold improvements.
    
    $1,888.7 million in cash payments in connection with the Dex Media Merger including
merger fees net of cash received from Dex Media.
  
    
    $2,517.4 million in net borrowings, consisting of $2,142.5 million related to
the Series A-2 Senior Discount Notes and Series A-3 Senior Notes, which were used to
fund the cash portion of the Dex Media Merger and Series A-1 Senior Discount Notes,
which were used to fund the GS Repurchase. Net borrowings also consist of $444.2
million of the Dex Media West tranche B-1 term loan, $150.0 million of which was used to
fund the cash portion of the Dex Media Merger and $294.2 million of which was used to
fund the purchase of the 5.875% Dex Media West Senior Notes, 9.875% Dex Media West
Senior Subordinated Notes and 9% Dex Media, Inc. Senior Discount Notes in conjunction
with change of control offers. These borrowings were net of financing costs of $69.3
million.
    
    $463.6 million in principal payments on debt borrowed under the Credit
Facilities. Of this amount, $77.0 million represents scheduled principal payments, $50.0
million represents principal payments made on an accelerated basis, at our option, from
excess cash flow generated from operations, $291.9 represents Dex Media senior notes put
back to the Company for repurchase and $44.7 million represents principal payments on
the Revolver.
    
    $336.1 million used to repurchase the remaining 100,301 shares of our Preferred Stock in January 2006.
    
    $168.7 million source in borrowings under the revolvers.
    
    $14.1 million in proceeds from the exercise of employee stock options.
    
    $5.9 million used in the decreased balance of checks not yet presented for payment.
  
    
    $62.8 million consisting of $7.7 million in net income plus $55.1 million of net
non-cash charges consisting of $21.7 million of depreciation and amortization, $6.8
million in bad debt provision, $21.8 million in deferred taxes and $4.8 million in other
non-cash charges.
    
    $45.2 million net source of cash from a $50.7 million increase in deferred directory
revenue less an increase in accounts receivable of $5.5 million. We analyze the change
in deferred revenue and accounts receivable together because when a directory is
published, the annual billing value of that directory is initially deferred and unbilled
accounts receivable are established. Each month thereafter, typically one-twelfth of
the billing value is recognized as revenue and billed to customers. In connection with
the AT&T Directory Acquisition, while we did not record the deferred revenue for
directories published prior to the acquisition due to purchase accounting, we did
acquire the associated unbilled receivables and the rights to bill and collect these
receivables, which totaled approximately $207.3 million.
 52




---



##### 




    
    $10.4 million net source of cash from an increase in accounts payable and accrued
liabilities, reflecting a $29.6 million increase in accrued interest payable on
outstanding notes due semi-annually on June 15 and
December 15, partially offset by a
decease of accrued bonuses and other accrued liabilities of $19.2 million.
    
    $13.1 million net use of cash from a $19.7 decrease in deferred taxes and a $6.1
million increase in other non-current liabilities reflecting a $5.2 million increase in
the restructuring reserve relating to the AT&T Directory Business.
   
    
    $291.7 million in net proceeds from the issuance of Holdco Notes for the
redemption of outstanding Preferred Stock.
    
    $277.2 million used for the redemption of Preferred Stock.
    
    $72.0 million in borrowings under the Revolver.
    
    $201.6 million of debt repayments including $46.4 million in scheduled and mandatory
payments, $65.0 million in pre-payments and $90.2 million of Revolver repayments
(including $18.2 million from the outstanding Revolver balance at December 31, 2004).
    
    $1.9 million in the increased value of checks not presented for payment.
    
    $2.7 million in proceeds from the exercise of employee stock options.
 53




---



##### 



Contractual Obligations
  Payment Due by Period(amounts in millions)Less than
    
    1-3
    
    4-5
    
    After 5Contractual Obligations
    
    Total
    
    1 Year
    
    Years
    
    Years
    
    YearsLong-Term Debt (1)
    
    $
    10,899.4
    
    
    $
    460.5
    
    
    $
    996.5
    
    
    $
    3,632.9
    
    
    $
    5,809.5Interest on Long-Term
Debt(2).
    
    
    4,972.0
    
    
    
    728.9
    
    
    
    1,493.9
    
    
    
    1,323.3
    
    
    
    1,425.9Operating Leases (3).
    
    
    93.4
    
    
    
    18.6
    
    
    
    36.2
    
    
    
    20.3
    
    
    
    18.3Unconditional Purchase
Obligations (4)
    
    
    195.4
    
    
    
    71.8
    
    
    
    97.0
    
    
    
    26.6
    
    
    
    Other Long-Term
Liabilities (5)
    
    
    83.4
    
    
    
    6.2
    
    
    
    13.4
    
    
    
    13.1
    
    
    
    50.7Total Contractual
Obligations
    
    $
    16,243.6
    
    
    $
    1,286.0
    
    
    $
    2,637.0
    
    
    $
    5,016.2
    
    
    $
    7,304.4
 
 (1)
    
    Included in long-term debt are amounts owed under RHDIs Credit Facility and
Dex Media East and Dex Media Wests Credit Facilities and RHD and its subsidiaries Notes. Refer
to Note 5, Long-Term Debt, for a detailed description of RHDs long-term debt.(2)
    
    Interest on debt represents cash interest payment obligations assuming all
indebtedness at March 31, 2006 will be paid in accordance with its contractual maturity and assumes
interest rates on variable interest debt as of March 31, 2006 will remain unchanged in future
periods.(3)
    
    We enter into operating leases in the normal course of business.
Substantially all lease agreements have fixed payment terms based on the passage of time. Some
lease agreements provide us with renewal or early termination options. Our future operating lease
obligations would change if we exercised these renewal or early termination options and if we
entered into additional operating lease agreements. The amounts in the table assume we do not
exercise any such renewal or early termination options or enter into any additional lease
agreements.(4)
    
    We have unconditional purchase obligations with three vendors regarding
the purchase of paper that expire at various times through December 31, 2006. Our purchase
obligations of $25.9 million for the remainder of 2006 are based on annual minimum quantities at
pre-established pricing. Amounts in the table above reflect such pricing and minimum quantities
under this contract. Should the market price of the paper drop below the pre-established
pricing, our vendor is obligated to negotiate with us a lower paper price. Any quantities used
above the contractual minimums would increase our payment obligations. We have no contractual
obligations beyond 2006. In connection with our software system modernization and on-going
support services related to the Amdocs software system, we are obligated to pay Amdocs
approximately $36.4 million over the periods 2006 through 2009. In connection with the AT&T
Directory Acquisition, we entered into an Internet Yellow Pages reseller agreement whereby we are
obligated to pay to AT&T $15.4 million over the 5-year term of the agreement with approximately
$14.0 million remaining under the agreement. In addition, unconditional purchase obligations
include obligations acquired as a result of the Dex Media Merger. These purchase obligations
include amounts contractually owed by Dex Media for on-going support services related to the
Amdocs software system that was completed in 2004, as well as certain information technology,
communications and billing and collection services
provided by Qwest. 54




---



##### 



(5)
    
    We have defined benefit plans covering substantially all employees. Our
funding policy is to contribute an amount at least equal to the minimum legal funding requirement.
No contributions were required for the three months ended March 31, 2006. Based on past performance
and the uncertainty of the dollar amounts to be paid, if any, we have excluded such amounts from
the above table. We have an unfunded postretirement plan that provides certain healthcare and life
insurance benefits to certain full-time employees who reach retirement age while working for the
Company. Those expected future benefit payments, including administrative expenses, net of
employee contributions, are included in the table above. We expect to make contributions of
approximately $0.1 million and $0.9 million to our nonqualified retirement plan and postretirement
plan, respectively, in 2006. 
 Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk and Risk Management
  Effective Dates
    
    Notional Amounts
    
    
    Pay rates
    
    Maturity Dates(amounts in millions)April 1, 2003
    
    $
    255
    (3)
    
    2.850%
    
    March 31, 2007May 8, 2003
    
    
    125
    (2), (5)
    
    3.6384.085%
    
    November 8, 2007May 8, 2008June 21, 2004
    
    
    50
    (1)
    
    3.230%
    
    June 21, 2006June 23, 2004
    
    
    50
    (1)
    
    3.170%
    
    June 23, 2006June 28, 2004
    
    
    50
    (1)
    
    3.110%
    
    June 28, 2006July 2, 2004
    
    
    50
    (1)
    
    3.200%
    
    July 3, 2006September 7, 2004
    
    
    200
    (3)
    
    3.490%3.750%
    
    September 8, 2008September 7, 2009September 15, 2004
    
    
    250
    (4)
    
    3.200%3.910%
    
    September 15, 2007September 15, 2009September 17, 2004
    
    
    150
    (3)
    
    3.210%3.740%
    
    September 17, 2007September 17, 2009September 23, 2004
    
    
    150
    (3)
    
    3.160%3.438%
    
    September 24, 2007September 24, 2008October 20, 2004
    
    
    300
    (4), (6)
    
    3.31%3.40%
    
    October 20, 2006October 26, 2006December 14, 2005
    
    
    150
    (3)
    
    4.74%4.752%
    
    June 20, 2008December 22, 2008December 15, 2005
    
    
    150
    (3)
    
    4.7475%
    
    December 20, 2007February 14, 2006
    
    
    350
    (4)
    
    4.925%4.9435%
    
    February 14, 2008February 17, 2009February 28, 2006
    
    
    50
    (1)
    
    4.93275%
    
    February 28, 2008March 10, 2006
    
    
    150
    (2)
    
    5.01%
    
    March 10, 2008Total
    
    $
    2,480
 
 (1)
    
    Consists of one swap(2)
    
    Consists of two swaps(3)
    
    Consists of three swaps(4)
    
    Consists of four swaps(5)
    
    Denotes swaps entered into by Dex Media East and acquired by RHD as a result of
the Dex Media Merger. Swaps have not been designated as cash flow hedges.(6)
    
    Denotes swaps entered into by Dex Media West and acquired by RHD as a result of
the Dex Media Merger. Swaps have not been designated as cash flow hedges. 55




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##### 



Market Risk Sensitive Instruments
 Accounting for
Derivative Instruments and Hedging Activities
  
 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
Securities and Exchange Commissions rules and forms and
that, including without limitation, ensuring information
required to be disclosed by the Company in the reports
that it files or submits under the Securities Exchange Act
of 1934 is accumulated and communicated to the Companys
management, including its principal executive and
principal financial officers, as appropriate to allow
timely decisions regarding required disclosure.
 56




---



##### 



(b)
    
    Changes in Internal Control Over Financial Reporting.
There have been changes in the Companys internal control
over financial reporting that occurred during the
Companys most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.Management believes the Dex Media Merger represented a
material change in internal control over financial
reporting since managements last assessment of the
Companys internal control over financial reporting. The
Company and the acquired business presently utilize
separate information and accounting systems and review and
approval processes. In addition, the Company implemented
internal control over financial reporting to include
consolidation of Dex Media.The Company has implemented internal controls over
financial reporting specific to accounting for stock-based
compensation under SFAS 123 (R). The quarter ended March
31, 2006 is the first quarter in which the Company
adopted and accounted for stock-based compensation under the revised
rules.There were no other changes in our internal control over
financial reporting made during our most recent fiscal
quarter that materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.
 57




---



##### 



Submission of Matters to a Vote of Security Holders
   Abstentions andVotes For
    
    
    Votes Against
    
    
    Broker Non-VotesProposal to approve the Merger
Agreement and the transactions
contemplated by the Merger
Agreement, including the issuance
of RHD common stock in
the Dex Media Merger
    
    
    30,560,073
    
    
    
    93,926
    
    
    
    136,040
 58




---



##### 



Other Information
  59




---



##### 



Exhibits
  Exhibit No.
    
    Document2.1#
    
    Stock Purchase Agreement, dated as of September 21, 2002, by and among the
Company, Sprint Corporation and Centel Directories LLC (incorporated by reference
to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 1, 2002, Commission File No.
001-07155)2.2
    
    Supplemental Agreement to Stock Purchase Agreement, dated as of December 31,
2002, by and among the Company, Sprint Corporation and Centel Directories LLC
(incorporated by reference to Exhibit 2.2 to the Companys Current Report on Form
8-K, filed with the Securities and Exchange Commission on January 17, 2003,
Commission File No. 001-07155)2.3#
    
    Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002,
among the Company and investment partnerships affiliated with The Goldman Sachs
Group, Inc. (incorporated by reference to Exhibit 2.2 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on October
1, 2002, Commission File No. 001-07155). This Agreement is no longer in effect.2.4#
    
    Purchase Agreement, dated as of July 28, 2004, by and among the Company,
Ameritech Corporation and Ameritech Publishing, Inc. (incorporated by reference
to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 2, 2004, Commission File No.
001-07155)2.5
    
    Amendment No. 1 to the Purchase Agreement, dated as of September 1, 2004, by and
among the Company, Ameritech Corporation and Ameritech Publishing, Inc.
(incorporated by reference to Exhibit 2.2 to the Companys Current Report on Form
8-K, filed with the Securities and Exchange Commission on September 3, 2004,
Commission File No. 001-07155)2.6#
    
    Agreement and Plan of Merger, dated as of October 3, 2005, among the Company, Dex
Media, Inc. and Forward Acquisition Corp. (incorporated by reference to Exhibit
2.1 to the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on October 6, 2005, Commission File No. 001-07155)2.7
    
    Purchase Agreement, dated as of August 19, 2002, by and between Qwest Dex, Inc.,
Qwest Services Corporation, and Qwest Communications International Inc., on the
one hand, and Dex Holdings LLC, on the other hand (incorporated by reference to
Exhibit 2.1 to Dex Media, Inc.s Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on April 14, 2004, Commission File No.
333-114472)2.8
    
    Amendment No. 1, dated September 9, 2003, to Purchase Agreement, dated as of
August 19, 2002, by and between Qwest Dex, Inc., Qwest Services Corporation, and
Qwest Communications International Inc., on the one hand, and Dex Holdings LLC,
on the other hand (incorporated by reference to Exhibit 2.2 to Dex Media, Inc.s
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472)]3.1
    
    Certificate of Incorporation of the Company (incorporated by reference to Exhibit
3.1 to the Quarterly Report on Form 10-Q for the three months ended March 31,
1999, filed with the Securities and Exchange Commission on May 14, 1999
Commission File No. 001-07155)
 60




---



##### 



Exhibit No.
    
    Document3.2
    
    Third Amended and Restated By-laws of the Company (incorporated by reference to
Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 21, 2006, Commission File No. 001-07155)3.3
    
    Certificate of Designations of Convertible Cumulative Preferred Stock of R.H.
Donnelley Corporation (incorporated by reference to Exhibit 3.2 to the Current
Report on Form 8-K, filed with the Securities and Exchange Commission on January
17, 2003, Commission File No. 001-07155.3.4*
    
    Certificate of Elimination of Convertible Cumulative Preferred Stock of R.H.
Donnelley Corporation.4.1
    
    Rights Agreement, dated as of October 27, 1998, between the Company and First
Chicago Trust Company (incorporated by reference to Exhibit 4.1 to the Companys
Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on November 5, 1998, Commission File No. 001-07155)4.2
    
    Amendment No. 1 to Rights Agreement, dated as of February 26, 2001, by and among
the Company, First Chicago Trust Company of New York (as initial Rights Agent)
and The Bank of New York (as successor Rights Agent) (incorporated by reference
to Exhibit 4.5 to the Companys Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Securities and Exchange Commission on March 28,
2001, Commission File No. 001-07155)4.3
    
    Amendment No. 2 to Rights Agreement, dated as of September 21, 2002, between the
Company and The Bank of New York, as successor Rights Agent (incorporated by
reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form
8-A, filed with the Securities and Exchange Commission on October 1, 2002,
Commission File No. 001-07155)4.4
    
    Amendment No. 3, dated as of October 3, 2005, to the Rights Agreement, dated as
of October 27, 1998, as amended, between the Company and The Bank of New York, as
successor rights agent (incorporated by reference to Exhibit 4.1 to Amendment No.
2 to the Companys Registration Statement on Form 8-A, filed with the Securities
and Exchange Commission on October 6, 2005, Commission File No. 001-7155)4.5*
    
    Form of Warrant Agreement, dated as of November 25, 2002, between the Company and
investment partnerships affiliated with The Goldman Sachs Group, Inc.4.6*
    
    Form of Warrant Agreement, dated January 3, 2003, between the Company and
investment partnerships affiliated with The Goldman Sachs Group, Inc.4.7
    
    Registration Rights Agreement, dated as of November 25, 2002, among the Company
and investment partnerships affiliated with The Goldman Sachs Group, Inc.
(incorporated by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on December 3, 2002,
Commission File No. 001-07155). This Agreement is no longer in effect.4.8
    
    Indenture, dated as of December 3, 2002, between R.H. Donnelley Inc. (as
successor to R.H. Donnelley Finance Corporation I), as Issuer, and The Bank of
New York, as Trustee, with respect to the 8.875% Senior Notes due 2010
(incorporated by reference to Exhibit 4.13 to the Companys Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March 20, 2003,
Commission File No. 001-07155)
 61




---



##### 



Exhibit No.
    
    Document4.9
    
    Form of 8.875% Senior Notes due 2010 (included in Exhibit 4.8)4.10
    
    Supplemental Indenture, dated as of January 3, 2003, among R.H. Donnelley Inc.,
as Issuer, the Company and the other guarantors signatory thereto, as Guarantors,
and The Bank of New York, as Trustee, with respect to the 8.875% Senior Notes due
2010 of R.H. Donnelley, Inc. (incorporated by reference to Exhibit 4.14 to the
Companys Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 20, 2003, Commission File No. 001-07155)4.11
    
    Second Supplemental Indenture, dated as of September 1, 2004, by and among R.H.
Donnelley Inc., the guarantors party thereto and The Bank of New York, as
Trustee, with respect to the 8.875% Senior Notes due 2010 of R.H. Donnelley Inc.
(incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form
8-K, filed with the Securities and Exchange Commission on September 3, 2004,
Commission File No. 001-07155)4.12
    
    Third Supplemental Indenture, dated as of December 6, 2005, by and among R.H.
Donnelley Inc., as Issuer, the Company and the subsidiary guarantors named
therein, as Guarantors, and The Bank of New York, as Trustee, with respect to the
8.875% Senior Notes due 2010 of R.H. Donnelley, Inc. (incorporated by reference
to Exhibit 4.1 of the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on December 20, 2005, Commission File No.
001-07155)4.13
    
    Guarantees relating to the 8.875% Senior Notes due 2010 (incorporated by
reference to Exhibit 4.16 to the Companys Annual Report on Form 10-K, filed with
the Securities and Exchange Commission on March 20, 2003, Commission File No.
001-07155)4.14
    
    Senior Guarantees relating to Second Supplemental Indenture to the Indenture
governing the 8.875% Senior Notes due 2010 (incorporated by reference to Exhibit
4.3 to the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on September 3, 2004, Commission File No. 001-07155)4.15
    
    Indenture, dated as of December 3, 2002, between R.H. Donnelley Inc. (as
successor to R.H. Donnelley Finance Corporation I), as Issuer, and The Bank of
New York, as Trustee, with respect to the 10.875% Senior Subordinated Notes due
2012 (incorporated by reference to Exhibit 4.17 to the Companys Annual Report on
Form 10-K, filed with the Securities and Exchange Commission on March 20, 2003,
Commission File No. 001-07155)4.16
    
    Form of 10.875% Senior Subordinated Notes due 2012 (included in Exhibit 4.15)4.17
    
    Supplemental Indenture, dated as of January 3, 2003, among R.H. Donnelley Inc.,
as Issuer, the Company and the other guarantors signatory thereto, as Guarantors,
and The Bank of New York, as Trustee, with respect to the 10.875% Senior
Subordinated Notes due 2012 (incorporated by reference to Exhibit 4.18 to the
Companys Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 20, 2003, Commission File No. 001-07155)4.18
    
    Second Supplemental Indenture, dated as of January 9, 2004, among R.H. Donnelley
Inc., as Issuer, the Company and other guarantors signatory thereto, as
Guarantors, and The Bank of New York, as Trustee, with respect to the 10.875%
Senior Subordinated Notes due 2012 (incorporated by reference to Exhibit 4.21 to
the Companys Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 12, 2004, Commission File No. 001-07155)
 62




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##### 



Exhibit No.
    
    Document4.19
    
    Third Supplemental Indenture, dated as of September 1, 2004, by and among R.H.
Donnelley Inc., and the guarantors party thereto, as Guarantors, and The Bank of
New York, as Trustee, with respect to the 10.875% Senior Subordinated Notes due
2012 of R.H. Donnelley Inc. (incorporated by reference to Exhibit 4.2 to the
Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission on September 3, 2004, Commission File No. 001-07155)4.20
    
    Guarantees relating to the 10.875% Senior Subordinated Notes due 2012
(incorporated by reference to Exhibit 4.20 to the Companys Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March 20, 2003,
Commission File No. 001-07155)4.21
    
    Senior Subordinated Guarantees relating to the Third Supplemental Indenture to
the Indenture governing the 10.875% Notes due 2012 (incorporated by reference to
Exhibit 4.4 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on September 3, 2004, Commission File No.
001-07155)4.22
    
    Indenture, dated as of November 10, 2003, between Dex Media, Inc. and U.S. Bank
National Association, as Trustee, with respect to the 8% Notes due 2013
(incorporated by reference to Exhibit 4.1 to Dex Media, Inc.s Registration
Statement on Form S-4, filed with the Securities and Exchange Commission on April
14, 2004, Commission File No. 333-114472)4.23
    
    Form of 8% Notes due 2013 (included in Exhibit 4.22)4.24
    
    Supplemental Indenture, dated as of January 31, 2006, between U.S. Bank National
Association, as Trustee, and Dex Media, Inc. (f/k/a Forward Acquisition Corp.)
with respect to Dex Media, Inc.s 8% Notes due 2013 (incorporated by reference to
Exhibit 4.1 to Dex Media, Inc.s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 6, 2006, Commission File No.
333-131626)4.25
    
    Indenture, dated November 10, 2003, between Dex Media, Inc. and U.S. Bank
National Association, as Trustee, with respect to Dex Media, Inc.s 9% Discount
Notes due 2013 (incorporated by reference to Exhibit 4.3 to Dex Media, Inc.s
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472)4.26
    
    Form of 9% Discount Notes due 2013 (included in Exhibit 4.25)4.27
    
    Supplemental Indenture, dated as of January 31, 2006, between U.S. Bank National
Association, as Trustee, and Dex Media, Inc. (f/k/a Forward Acquisition Corp.)
with respect to Dex Media, Inc.s 9% Discount Notes due 2013 (incorporated by
reference to Exhibit 4.1 to Dex Media, Inc.s Current Report on Form 8-K filed
with the Securities and Exchange Commission on February 6, 2006, Commission File
No. 333-131626)4.28
    
    Indenture, dated February 11, 2004, between Dex Media, Inc. and U.S. Bank
National Association, as Trustee with respect to Dex Media, Inc.s 9% Discount
Notes due 2013 (incorporated by reference to Exhibit 4.5 to Dex Media, Inc.s
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472)4.29
    
    Form of 9% Discount Notes due 2013 (included in Exhibit 4.28)
 63




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##### 



Exhibit No.
    
    Document4.30
    
    Supplemental Indenture, dated as of January 31, 2006, between U.S. Bank National
Association, as Trustee, and Dex Media, Inc. (f/k/a Forward Acquisition Corp.)
with respect to Dex Media, Inc.s 9% Discount Notes due 2014 (incorporated by
reference to Dex Media, Inc.s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 6, 2006, Commission File No.
333-131626)4.31
    
    Indenture, dated November 8, 2002, among Dex Media East LLC, Dex Media East
Finance Co. and U.S. Bank National Association, as Trustee with respect to Dex
Media East LLCs 9 7/8% Senior Notes due 2009 (incorporated by reference to
Exhibit 4.7 to Dex Media, Inc.s Registration Statement on Form S-4, filed with
the Securities and Exchange Commission on April 14, 2004, Commission File No.
333-114472)4.32
    
    Form of 9 7/8% Senior Notes due 2009 (included in Exhibit 4.31)4.33
    
    Indenture, dated November 8, 2002, among Dex Media East LLC, Dex Media East
Finance Co. and U.S. Bank National Association, as Trustee, with respect to Dex
Media East LLCs 12 1/8% Senior Subordinated Notes due 2012 (incorporated by
reference to Exhibit 4.9 to Dex Media, Inc.s Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on April 14, 2004, Commission
File No. 333-114472)4.34
    
    Form of 12 1/8% Senior Subordinated Notes due 2012 (included in Exhibit 4.33)4.35
    
    Indenture, dated August 29, 2003, among Dex Media West LLC, Dex Media West
Finance Co. and U.S. Bank National Association, as Trustee, with respect to Dex
Media West LLCs 8 1/2% Senior Notes due 2010 (incorporated by reference to
Exhibit 4.11 to Dex Media, Inc.s Registration Statement on Form S-4, filed with
the Securities and Exchange Commission on April 14, 2004, Commission File No.
333-114472)4.36
    
    Form of 8 1/2% Senior Notes due 2010 (included in Exhibit 4.35)4.37
    
    Indenture, dated August 29, 2003, among Dex Media West LLC, Dex Media West
Finance Co. and U.S. Bank National Association, as Trustee, with respect to Dex
Media West LLCs 9 7/8% Senior Subordinated Notes due 2013 (incorporated by
reference to Exhibit 4.13 to Dex Media, Inc.s Registration Statement on Form
S-4, filed with the Securities and Exchange Commission on April 14, 2004,
Commission File No. 333-114472)4.38
    
    Form of 9 7/8% Senior Subordinated Notes due 2013 (included in Exhibit 4.37)4.39
    
    Note Registration Rights Agreement, dated November 10, 2003, among Dex Media,
Inc. and J.P. Morgan Securities Inc., Banc of America Securities LLC and Lehman
Brothers Inc. (incorporated by reference to Exhibit 4.15 to Dex Media, Inc.s
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472)4.40
    
    Discount Note Registration Rights Agreement, dated November 10, 2003, among Dex
Media, Inc. and J.P. Morgan Securities Inc., Banc of America Securities LLC and
Lehman Brothers Inc. (incorporated by reference to Exhibit 4.16 to Dex Media,
Inc.s Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472)
 64




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##### 



Exhibit No.
    
    Document4.41
    
    Discount Note Registration Rights Agreement, dated February 11, 2004, among Dex
Media, Inc. and J.P. Morgan Securities Inc. and Lehman Brothers Inc.
(incorporated by reference to Exhibit 4.17 to Dex Media, Inc.s Registration
Statement on Form S-4, filed with the Securities and Exchange Commission on April
14, 2004, Commission File No. 333-114472)4.42
    
    Indenture, dated November 24, 2004, among Dex Media West LLC, Dex Media West
Finance Co., and U.S. Bank National Association, as Trustee, with respect to Dex
Media West LLCs 5 7/8% Senior Notes due 2011 (incorporated by reference to
Exhibit 4.7 to Dex Media West LLC and Dex Media West Finance Co.s Registration
Statement on Form S-4, declared effective by the Securities and Exchange
Commission on February 3, 2005, Commission File No. 333-1212594.43
    
    Form of 5 7/8% Senior Notes due 2011 (included in Exhibit 4.42)4.44#
    
    Indenture, dated as of January 14, 2005, among the Company and The Bank of New
York, as Trustee, with respect to the Companys 6.78% Senior Notes due 2013 of
the Company (incorporated by reference to Exhibit 4.1 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on January
19, 2005, Commission File No. 001-07155)4.45
    
    Form of 6 7/8% Senior Notes due 2013 (included in Exhibit 4.44)4.46
    
    Indenture, dated January 27, 2006, between the Company, as Issuer, and The Bank
of New York, as Trustee, with respect to the Companys 6.875% Series A-1 Senior
Discount Notes due 2013 (incorporated by reference to Exhibit 4.1 to the
Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission on February 2, 2006, Commission File No. 001-07155)4.47
    
    Form of 6.875% Series A-1 Senior Discount Note due 2013, included in Exhibit 4.46)4.48
    
    Indenture, dated January 27, 2006, between the Company (as successor to R.H.
Donnelly Finance Corporation III), as Issuer, and The Bank of New York, as
Trustee, with respect to the Companys 6.875% Series A-2 Senior Discount Notes
due 2013 (incorporated by reference to Exhibit 4.3 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on February
2, 2006, Commission File No. 001-07155)4.49
    
    Form of 6.875% Series A-2 Senior Discount Note due 2013 (included in Exhibit 4.48)4.50
    
    Supplemental Indenture, dated January 31, 2006, by and between the Company and
The Bank of New York, as Trustee, with respect to the Companys 6.875% Series A-2
Senior Discount Notes due 2013 (incorporated by reference to Exhibit 4.5 to the
Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission on February 2, 2006, Commission File No. 001-07155)4.51
    
    Indenture, dated January 27, 2006, between the Company (as successor to R.H.
Donnelly Finance Corporation III), as Issuer, and The Bank of New York, as
Trustee, with respect to the Companys 8.875% Series A-3 Senior Notes due 2016
(incorporated by reference to Exhibit 4.6 to the Companys Current Report on Form
8-K, filed with the Securities and Exchange Commission on February 2, 2006,
Commission File No. 001-07155)4.52
    
    Form of 8.875% Series A-3 Senior Note due 2016 (included in Exhibit 4.51)
 65




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##### 



Exhibit No.
    
    Document4.53
    
    Supplemental Indenture, dated January 31, 2006, by and between the Company and
The Bank of New York, as Trustee, with respect to the Companys 8.875% Series A-3
Senior Notes due 2016 (incorporated by reference to the Companys Current Report
on Form 8-K, filed with the Securities and Exchange Commission on February 2,
2006, Commission File No. 001-07155)4.54
    
    Registration Rights Agreement, dated as of January 14, 2005, among the Company
and the initial purchasers that are party thereto (incorporated by reference to
Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on January 19, 2005, Commission File No.
001-07155)4.55
    
    Registration Rights Agreement, dated January 27, 2006, by and between the Company
and the initial purchasers identified therein (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 2, 2006, Commission File No.
001-07155)10.1#
    
    Form of Distribution Agreement between the Company (f/k/a The Dun & Bradstreet
Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K of the Company (f/k/a The Dun &
Bradstreet Corporation), filed with the Securities and Exchange Commission on
September 30, 1998, Commission File No. 001-07155)10.2#
    
    Form of Tax Allocation Agreement between the Company (f/k/a The Dun & Bradstreet
Corporation) and The New Dun & Bradstreet Corporation (incorporated by reference
to Exhibit 99.3 to the Current Report on Form 8-K of the Company (f/k/a The Dun &
Bradstreet Corporation), filed with the Securities and Exchange Commission on
September 30, 1998, Commission File No. 001-07155)10.3#
    
    Amended and Restated Indemnity and Joint Defense Agreement dated as of July 30,
2004, by and among VNU, N.V., VNU, Inc., ACNielson Corporation, AC Nielson (US),
Inc., Nielson Media Research, Inc., the Company, the Dun & Bradstreet
Corporation, Moodys Corporation, and IMS Health Incorporated (incorporated by
reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q, filed
with the Securities and Exchange Commission on August 9, 2004, Commission File
No. 001-07155)10.4#
    
    DonTech II Partnership Agreement, effective August 19, 1997, by and between R.H.
Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) and R.H. Donnelley
Publishing and Advertising of Illinois Partnership, as successor to Ameritech
Publishing of Illinois, Inc. (incorporated by reference to Exhibit 10.10 to
Amendment No. 1 to the Companys Registration Statement on Form S-4, filed with
the Securities and Exchange Commission on August 7, 1998, Registration No.
333-59287)10.5
    
    Amendment No. 1 to DonTech II Partnership Agreement, dated as of January 28,
2000, between R.H. Donnelley Inc. and R.H. Donnelley Publishing and Advertising
of Illinois Partnership, as successor to Ameritech Publishing of Illinois, Inc.
(incorporated by reference to Exhibit 10.4 to the Companys Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March 12, 2004,
Commission File No. 001-07155)10.6#
    
    Revenue Participation Agreement, dated as of August 19, 1997, by and between R.H.
Donnelley Publishing and Advertising of Illinois Partnership, as successor to
APIL Partners Partnership, and R.H. Donnelley APIL, Inc., as assignee of R.H.
Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) (incorporated by
reference to Exhibit 10.11 to Amendment No. 1 to the Companys Registration
Statement on Form S-4, filed with the Securities and Exchange Commission on
August 7, 1998, Registration No. 333-59287)
 66




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##### 



Exhibit No.
    
    Document10.7#
    
    Master Agreement, executed August 19, 1997, by and among R.H. Donnelley Inc.
(f/k/a The Reuben H. Donnelley Corporation), the Company (f/k/a The Dun &
Bradstreet Corporation), The Am-Don Partnership a/k/a DonTech, DonTech II,
Ameritech Publishing, Inc., Ameritech Publishing of Illinois, Inc., Ameritech
Corporation, DonTech I Publishing Company LLC and the APIL Partners Partnership
(incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Companys
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on August 7, 1998, Registration No. 333-59287) This agreement is no
longer in effect.10.8#
    
    Exclusive Sales Agency Agreement, effective August 19, 1997, between R.H.
Donnelley Publishing and Advertising of Illinois Partnership, as successor to
APIL Partners Partnership, and DonTech II (incorporated by reference to Exhibit
10.13 to Amendment No. 1 to the Companys Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on August 7, 1998, Registration
No. 333-59287)10.9
    
    Agreement for Publishing Services, dated as of January 1, 2002, between Ameritech
Publishing Inc. and R.H. Donnelley Inc. (certain portions of this exhibit have
been omitted and filed separately with the Securities and Exchange Commission
pursuant to an Application for an Order Granting Confidential Treatment)
(incorporated by reference to Exhibit 10.13 to the Companys Quarterly Report on
Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2002,
Commission File No. 001-07155) This agreement is no longer in effect10.10^
    
    Key Employees Performance Unit Plan, as amended and restated (incorporated by
reference to Exhibit 10.15 to Amendment No. 3 to the Companys Registration
Statement on Form S-4, filed with the Securities and Exchange Commission on
September 28, 1998, Registration No. 333-59287)10.11^
    
    1991 Key Employees Stock Option Plan, as amended and restated through April 25,
2000 (incorporated by reference to Exhibit 10.17 to the Companys Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission on
November 13, 2000, Commission File No. 001-07155)10.12^
    
    Amended and Restated 1998 Directors Stock Plan (incorporated by reference to
Exhibit 10.18 to the Companys Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on March 27, 2000, Commission File No.
001-07155)10.13^
    
    Pension Benefit Equalization Plan (incorporated by reference to Exhibit 10.16 to
the Companys Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 27, 2002, Commission File No. 001-07155)10.14^
    
    2001 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.17
to the Companys Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March 27, 2002, Commission File No. 001-07155)10.15^
    
    2005 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.15
to the Companys Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 5, 2005, Commission File No. 001-07155)10.16^
    
    Form of Non-Qualified Stock Option Agreement under 2005 Plan (incorporated by
reference to Exhibit 10.16 to the Companys Quarterly Report on Form 10-Q, filed
with the Securities and Exchange Commission on August 5, 2005, Commission File
No. 001-07155)
 67




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##### 



Exhibit No.
    
    Document10.17^
    
    Form of Annual Incentive Program Award under 2005 Plan (incorporated by reference
to Exhibit 10.17 to the Companys Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on August 5, 2005, Commission File No.
001-07155)10.18^
    
    Form of Performance Unit Program Award (incorporated by reference to Exhibit
99.04 to the Companys Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on July 25, 2001, Registration No. 333-65822)10.19^*
    
    Form of Restricted Stock Award Agreement under 2005 Plan10.20^
    
    Form of Stock Appreciation Rights Awards Agreement under 2005 Plan (incorporated
by reference to Exhibit 10.10 to the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on October 6, 2005, Commission File
No. 001-07155)10.21^
    
    Form of R.H. Donnelley Corporation Restricted Stock Units Agreement under 2005
Plan (incorporated by reference to Exhibit 10.21 to the Companys Annual Report
on Form 10-K for the year ended December 31, 2005, filed with the Securities and
Exchange Commission on March 16, 2006, Commission File No. 001-07155)10.22^
    
    Deferred Compensation Plan (incorporated by reference to Exhibit 4.01 to the
Companys Registration Statement on Form S-8, filed with the Securities and
Exchange Commission on November 24, 1999, Registration No. 333-91613)10.23^
    
    Form of Amendment of Awards, Consent and Waiver (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on November 14, 2005, Commission File No.
001-07155)10.24^
    
    Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002
(incorporated by reference to Exhibit 10.27 to Dex Media, Inc.s Registration
Statement on Form S-4, filed with the Securities and Exchange Commission on April
14, 2004, Commission File No. 333-114472)10.25^
    
    First Amendment to Stock Option Plan of Dex Media, Inc., effective as of
September 9, 2003 (incorporated by reference to Exhibit 10.28 to Dex Media,
Inc.s Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472)10.26^
    
    Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of
December 18, 2003 (incorporated by reference to Exhibit 10.29 to Dex Media,
Inc.s Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472)10.27^
    
    Dex Media, Inc. 2004 Incentive Award Plan (incorporated by reference to Exhibit
4.5 to Dex Media, Inc.s Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on November 19, 2004, Commission file No.
333-120631)10.28^
    
    Amended and Restated Employment Agreement, dated October 3, 2005, between the
Company and David C. Swanson (incorporated by reference to Exhibit 10.7 to the
Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 6, 2005, Commission File No. 001-07155)
 68




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##### 



Exhibit No.
    
    Document10.29^
    
    Amended and Restated Employment Agreement, dated October 3, 2005, between the
Company and Peter J. McDonald (incorporated by reference to Exhibit 10.8 to the
Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 6, 2005, Commission File No. 001-07155)10.30^
    
    Amended and Restated Employment Agreement, dated October 3, 2005, between the
Company and Steven M. Blondy (incorporated by reference to Exhibit 10.9 to the
Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 6, 2005, Commission File No. 001-07155)10.31^
    
    Employment Agreement, dated as of February 21, 2006, by and between the Company
and George A. Burnett (incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 23, 2006, Commission File No. 001-07155)10.32^
    
    Employment Agreement, dated as of January 1, 2001, between the Company and Robert
J. Bush (incorporated by reference to Exhibit 10.37 to the Companys Annual
Report on Form 10-K, filed with the Securities and Exchange Commission on March
28, 2001, Commission File No. 001-07155)10.33^
    
    Amendment No. 1 to Employment Agreement, dated as of February 27, 2001, between
the Company and Robert J. Bush (incorporated by reference to Exhibit 10.38 to the
Companys Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 28, 2001, Commission File No. 001-07155)10.34
    
    Letter Agreement, dated as of November 25, 2002, among the Company, R.H.
Donnelley Inc. and investment partnerships affiliated with The Goldman Sachs
Group, Inc (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on December
3, 2002, Commission File No. 001-07155). This Agreement is no longer in effect.10.35
    
    Letter Agreement, dated as of July 22, 2003, among the Company and investment
partnerships affiliated with The Goldman Sachs Group, Inc. (incorporated by
reference to Exhibit 10.45 to the Companys Quarterly Report on Form 10-Q, filed
with the Securities and Exchange Commission on August 13, 2003, Commission File
No. 001-07155). This Agreement is no longer in effect.10.36
    
    Letter Agreement, dated as of January 3, 2003, among the Company, R.H. Donnelley
Inc. and investment partnerships affiliated with The Goldman Sachs Group, Inc
(incorporated by reference to Exhibit 10.8 to the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003,
Commission File No. 001-07155). This Agreement is no longer in effect.10.37#
    
    Directory Services License Agreement, dated as of January 3, 2003, by and among
R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing &
Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel
Directory Company), Sprint Corporation, Sprint Directory Trademark Company, LLC
and the Sprint Local Telecommunications Division (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and
Exchange Commission on January 17, 2003, Commission File No. 001-07155)
 69




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##### 



Exhibit No.
    
    Document10.38#
    
    Stock Purchase Agreement, dated as of January 10, 2005, by and among the Company
and certain investment partnerships affiliated with The Goldman Sachs Group, Inc.
(incorporated by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on January 11, 2005,
Commission File No. 001-07155)10.39#
    
    Trademark License Agreement, dated as of January 3, 2003, by and among Sprint
Directory Trademark Company, LLC, R.H. Donnelley Publishing & Advertising, Inc.
(f/k/a Sprint Publishing & Advertising, Inc.), CenDon L.L.C. and R.H. Donnelley
Directory Company (f/k/a Centel Directory Company) (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on January 17, 2003, Commission File No.
001-07155)10.40#
    
    Publisher Trademark License Agreement, dated as of January 3, 2003, by and among
R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing &
Advertising, Inc.), R.H. Donnelley Directory Company (f/k/a Centel Directory
Company) and Sprint Corporation (incorporated by reference to Exhibit 10.3 to the
Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 17, 2003, Commission File No. 001-07155)10.41
    
    Non-Competition Agreement, dated as of January 3, 2003, by and among the Company,
R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing &
Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel
Directory Company), Sprint Corporation and the Sprint Local Telecommunications
Division (incorporated by reference to Exhibit 10.4 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on January
17, 2003, Commission File No. 001-07155)10.42
    
    Subscriber Listings Agreement, dated as of January 3, 2003, by and among R.H.
Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising,
Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory
Company), Sprint Corporation and the Sprint Local Telecommunications Division
(incorporated by reference to Exhibit 10.5 to the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on January 17, 2003,
Commission File No. 001-07155)10.43#
    
    Directory Services License Agreement, dated as of September 1, 2004, among the
Company, R.H. Donnelley Publishing & Advertising of Illinois Partnership (f/k/a
The APIL Partners Partnership), DonTech II Partnership, Ameritech Corporation,
SBC Directory Operations, Inc. and SBC Knowledge Ventures, L.P. (incorporated by
reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with
the Securities and Exchange Commission on September 3, 2004, Commission File No.
001-07155)10.44
    
    Non-Competition Agreement, dated as of September 1, 2004, between the Company and
SBC Communications, Inc. (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission on September 3, 2004, Commission File No. 001-07155)10.45
    
    SMARTpages Reseller Agreement, dated as of September 1, 2004, among SBC
Communications, Inc., Southwestern Bell Yellow Pages, Inc., SBC Knowledge
Ventures, L.P., the Company, R.H. Donnelley Publishing & Advertising of Illinois
Partnership (f/k/a The APIL Partners Partnership) and DonTech II Partnership
(incorporated by reference to Exhibit 10.3 to the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on September 3, 2004,
Commission File No. 001-07155)
 70




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##### 



Exhibit No.
    
    Document10.46
    
    Ameritech Directory Publishing Listing License Agreement, dated as of September
1, 2004, among R.H. Donnelley Publishing & Advertising of Illinois Partnership
(f/k/a The APIL Partners Partnership), DonTech II Partnership and Ameritech
Services Inc. (incorporated by reference to Exhibit 10.4 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
September 3, 2004, Commission File No. 001-07155)10.47
    
    Amended and Restated Billing and Collection Agreement, dated September 1, 2003,
by and between Qwest Corporation and Dex Media East LLC (f/k/a SGN LLC)
(incorporated by reference to Exhibit 10.8 to Dex Media, Inc.s Registration
Statement on Form S-4, filed with the Securities and Exchange Commission on April
14, 2004, Commission File No. 333-114472)10.48
    
    Billing and Collection Agreement, dated as of September 1, 2003, by and between
Qwest Corporation and Dex Media West LLC (f/k/a GPP LLC) (incorporated by
reference to Exhibit 10.9 to Dex Media, Inc.s Registration Statement on Form
S-4, filed with the Securities and Exchange Commission on April 14, 2004,
Commission File No. 333-114472)10.49
    
    Non-Competition and Non-Solicitation Agreement, dated November 8, 2002, by and
among Dex Media East LLC (f/k/a SGN LLC), Dex Media West LLC (f/k/a GPP LLC), Dex
Holdings LLC and Qwest Corporation, Qwest Communications International Inc. and
Qwest Dex, Inc. (incorporated by reference to Exhibit 10.10 to Dex Media, Inc.s
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472)10.50
    
    Publishing Agreement by and among Dex Media, Inc., Dex Media East LLC (f/k/a SGN
LLC), Dex Media West LLC (f/k/a/ GPP LLC) and Qwest Corporation, dated November
8, 2002, as amended (incorporated by reference to Exhibit 10.19 to Dex Media,
Inc.s Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472)10.51
    
    Employee Cost Sharing Agreement by and among Dex Media Service LLC, Dex Media,
Inc., Dex Media East LLC and Dex Media West LLC, effective as of December 31,
2003 (incorporated by reference to Exhibit 10.30 to Dex Media, Inc.s
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472)10.52
    
    Intercompany License Agreement by and among Dex Media, Inc., Dex Media East LLC
and Dex Media West LLC, effective as of September 9, 2003 (incorporated by
reference to Exhibit 10.32 to Dex Media, Inc.s Registration Statement on Form
S-4, filed with the Securities and Exchange Commission on April 14, 2004,
Commission File No. 333-114472)10.53#
    
    Amended and Restated Credit Agreement, dated as of September 1, 2004, by and
among, R.H. Donnelley Inc., as borrower, the Company, the lenders from time to
time parties thereto, J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc.,
as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank and Bear
Stearns Corporate Lending Inc., as co-syndication agents, Citicorp North America,
Inc. and Goldman Sachs Credit Partners L.P., as co-documentation agents, and
Deutsche Bank Trust Company Americas, as administrative agent (incorporated by
reference to Exhibit 10.5 to the Companys Current Report on Form 8-K, filed with
the Securities and Exchange Commission on September 3, 2004, Commission File No.
001-07155)
 71




---



##### 



Exhibit No.
    
    Document10.54
    
    First Amendment, dated as of December 6, 2004, to the Amended and Restated Credit
Agreement, dated as of September 1, 2004, by and among the Company, R.H.
Donnelley Inc., the lenders from time to time parties thereto, Deutsche Bank
Trust Company Americas, as administrative agent and J.P. Morgan Securities Inc.
as sole bookrunner and sole lead arranger and the other agents party thereto
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on December 8, 2004,
Commission File No. 001-07155)10.55
    
    Second Amendment, dated as of January 7, 2005, to the Amended and Restated Credit
Agreement, dated as of September 1, 2004, by and among the Company, R.H.
Donnelley Inc., the lenders from time to time parties thereto, Deutsche Bank
Trust Company Americas, as administrative agent and the other agents party
thereto (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on January
11, 2005, Commission File No. 001-07155)10.56
    
    Commitment Letter, dated October 2, 2005, among the Company, J.P. Morgan
Securities Inc. and JPMorgan Chase Bank, N.A. (incorporated by reference to
Exhibit 10.6 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 6, 2005, Commission File No.
001-07155)10.57#
    
    Second Amended and Restated Credit Agreement, dated December 13, 2005, among the
Company, RHDI, the several banks and other financial institutions or entities
from time to time parties thereto as lenders, J.P. Morgan Securities Inc. and
Deutsche Bank Trust Company Americas, as co-lead arrangers and joint-bookrunners,
JPMorgan Chase Bank, N.A., as syndication agent, Bear Stearns Corporate Lending
Inc., Credit Suisse, Cayman Islands Branch, Goldman Sachs Credit Partners L.P.,
UBS Securities LLC and Wachovia Bank, National Association, as co-documentation
agents, and Deutsche Bank Trust Company Americas, as administrative agent
(incorporated by reference to Exhibit 10.1, the Companys Current Report on Form
8-K, filed with the Securities and Exchange Commission on December 19, 2005,
Commission File No. 001-07155)10.58
    
    First Amendment, dated as of April 24, 2006, to the Second Amended and Restated
Credit Agreement, dated December 13, 2005, among the Company, RHDI, the several
banks and other financial institutions or entities from time to time parties
thereto as lenders, and Deutsche Bank Trust Company Americas, as administrative
agent (incorporated by reference to Exhibit 10.1, the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on April 28, 2006,
Commission File No. 001-07155)10.59
    
    Amended and Restated Guaranty and Collateral Agreement, dated as of September 1,
2004, by and among the Company, R.H. Donnelley Inc., R.H. Donnelley APIL, Inc.,
R.H. Donnelley Publishing & Advertising, Inc., Get Digital Smart.com Inc., R.H.
Donnelley Publishing & Advertising of Illinois Partnership, DonTech II
Partnership, DonTech Holdings, LLC, and R.H. Donnelley Publishing & Advertising
of Illinois Holdings, LLC (incorporated by reference to Exhibit 10.6 to the
Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission on September 3, 2004, Commission File No. 001-07155)10.60
    
    Second Amended and Restated Guaranty and Collateral Agreement, dated as of
December 13, 2005, by and among the Company, R.H. Donnelley, Inc., and the
subsidiaries of R.H. Donnelley, Inc. party thereto, and Deutsche Bank Trust
Company Americas, as collateral agent (incorporated by reference to Exhibit 10.2
to the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on December 19, 2005, Commission File No. 001-07155)
 72




---



##### 



Exhibit No.
    
    Document10.61
    
    Reaffirmation, dated as of December 6, 2004, by the Company, R.H. Donnelley, Inc.
and its subsidiaries in favor of Deutsche Bank Trust Company Americas, as
administrative agent (incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange Commission on
December 8, 2004, Commission File No. 001-07155)10.62
    
    Reaffirmation, dated as of April 24, 2006, among R.H. Donnelley Corporation, R.H.
Donnelley Inc. and its subsidiaries and Deutsche Bank Trust Company Americas, as
administrative agent (incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange Commission on
April 28, 2006, Commission File No. 001-07155)10.63#
    
    Second Amendment and Restatement of Credit Agreement, dated as of October 31,
2003, by and among Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC,
JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and
Banc of America Securities LLC, as joint bookrunners and joint lead arrangers,
J.P. Morgan Europe, Limited, as London Agent, and Bank of America, N.A., Lehman
Commercial Paper Inc., Wachovia Bank, National Association and Deutsche Bank
Trust Company Americas, as co-syndication agents (incorporated by reference to
Exhibit 10.1 to Dex Media, Inc.s Registration Statement on Form S-4, filed with
the Securities and Exchange Commission on April 14, 2004, Commission File No.
333-114472)10.64
    
    Third Amendment, dated as of June 11, 2004, to the Credit Agreement, dated as of
November 8, 2002, as amended and restated as of October 31, 2003, by and among
Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC, JPMorgan Chase Bank,
as administrative agent, J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as joint bookrunners and joint lead arrangers, and Bank of
America, N.A., Wachovia Bank, National Association, Lehman Commercial Paper Inc.
and Deutsche Bank Trust Company Americas, as co-syndication agents (incorporated
by reference to Exhibit 10.2 to Dex Media, Inc.s Registration Statement on Form
S-1 and amendments thereto, declared effective by the Securities and Exchange
Commission on July 21, 2004, Commission File No. 333-115489)10.65
    
    Fourth Amendment, dated as of November 24, 2004, to the Credit Agreement, dated
as of November 8, 2002, as amended and restated as of October 31, 2003, by and
among Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC, JPMorgan Chase
Bank, as administrative agent, J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as joint bookrunners and joint lead arrangers, and Bank of
America, N.A., Wachovia Bank, National Association, Lehman Commercial Paper Inc.
and Deutsche Bank Trust Company Americas, as co-syndication agents (incorporated
by reference to Exhibit 10.3 to Dex Media, Inc.s Registration Statement on Form
S-1, declared effective by the Securities and Exchange Commission on January 25,
2005, Commission file No. 333-121859)10.66
    
    Fifth Amendment, dated as of June 16, 2005, to the Credit Agreement, dated as of
November 8, 2002, as amended and restated as of July 27, 2004, by and among Dex
Media, Inc., Dex Media East, Inc., Dex Media East LLC, JPMorgan Chase Bank, as
administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities
LLC, as joint bookrunners and co-lead arrangers, and Bank of America, N.A.,
Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche
Bank Trust company Americas, as co-syndication agents (incorporated by reference
to Exhibit 10.6 to Dex Media, Inc.s Quarterly Report on Form 10-Q, filed with
the Securities and Exchange Commission on August 4, 2005, Commission File No.
001-32249)
 73




---



##### 



Exhibit No.
    
    Document10.67
    
    Guarantee and Collateral Agreement, dated as of November 8, 2002, by and among
Dex Media East, Inc., Dex Media East LLC (f/k/a SGN LLC), Dex Media East Finance
Co., LCI International, Inc. (Dex Media International, Inc.) and JPMorgan Chase
Bank, as collateral agent (incorporated by reference to Exhibit 10.2 to Dex
Media, Inc.s Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on April 14, 2004, Commission File No. 333-114472)10.68
    
    Agreement to Amend and Restate, dated December 13, 2005, among the Company and
lenders that are party to the Credit Agreement, dated as of November 8, 2002, as
amended, referenced therein (incorporated by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K, filed with the Securities and Exchange
Commission on December 19, 2005, Commission File No. 001-07155)10.69#
    
    Amended and Restated Credit Agreement, dated January 31, 2006, by and among Dex
Media, Inc. (f/k/a Forward Acquisition Corp.), Dex Media East, Inc., Dex Media
East LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the other
entities from time to time parties thereto (incorporated by reference to Exhibit
10.3 to Dex Media, Inc.s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on February 6, 2006, Commission File No. 333-131626)10.70
    
    Reaffirmation Agreement, dated January 31, 2006, by and among Dex Media, Inc.
(f/k/a Forward Acquisition Corp.), Dex Media East, Inc., Dex Media East LLC and
JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to
Exhibit 10.4 to Dex Media, Inc.s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 6, 2006, Commission File No.
333-131626)10.71#
    
    Credit Agreement, dated as of September 9, 2003, among Dex Media, Inc., Dex Media
West, Inc., Dex Media West LLC, JPMorgan Chase Bank, as administrative agent,
J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint
bookrunners and joint lead arrangers, and Bank of America, N.A., Wachovia Bank,
National Association, Lehman Commercial Paper Inc. and Deutsche Bank Trust
Company Americas, as co-syndication agents (incorporated by reference to Exhibit
10.4 to Dex Media, Inc.s Registration Statement on Form S-4, filed with the
Securities and Exchange Commission on April 14, 2004, Commission File No.
333-114472). This Credit Agreement has been amended and restated.10.72
    
    First Amendment, dated as of October 31, 2003, to the Credit Agreement, dated as
of September 9, 2003, among Dex Media, Inc., Dex Media West, Inc., Dex Media West
LLC, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc.
and Banc of America Securities LLC, as joint bookrunners and joint lead
arrangers, and Bank of America, N.A., Wachovia Bank, National Association, Lehman
Commercial Paper Inc. and Deutsche Bank Trust Company Americas, as co-syndication
agents (incorporated by reference to Exhibit 10.5 to Dex Media, Inc.s
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on April 14, 2004, Commission File No. 333-114472). This Credit
Agreement has been amended and restated.
 74




---



##### 



Exhibit No.
    
    Document10.73
    
    Second Amendment, dated as of June 11, 2004, to the Credit Agreement, dated as of
September 9, 2003, as amended as of October 31, 2003, by and among Dex Media,
Inc., Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, as
administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities
LLC, as joint bookrunners and joint lead arrangers, and Bank of America, N.A.,
Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche
Bank Trust Company Americas, as co-syndication agents (incorporated by reference
to Exhibit 10.7 to Dex Media, Inc.s Registration Statement on Form S-1, declared
effective by the Securities and Exchange Commission on July 21, 2004, Commission
File No. 333-115489). This Credit Agreement has been amended and restated.10.74
    
    Third Amendment, dated as of November 24, 2004, to the Credit Agreement, dated as
of September 9, 2003, among Dex Media, Inc., Dex Media West, Inc., Dex Media West
LLC JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as
administrative agent, J.P. Morgan Securities Inc. and Banc of America Securities
LLC, as joint bookrunners and joint lead arrangers, and Bank of America, N.A.,
Wachovia Bank, National Association, Lehman Commercial Paper Inc. and Deutsche
Bank Trust Company Americas, as co-syndication agents (incorporated by reference
to Exhibit 10.9 to Dex Media, Inc.s Registration Statement on Form S-1, declared
effective by the Securities and Exchange Commission on January 25, 2005,
Commission File No. 333-121859). This Credit Agreement has been amended and
restated.10.75
    
    Fourth Amendment, dated as of June 16, 2005, to the Credit Agreement dated as of
September 9, 2003, as amended and restated as of July 27, 2004, by and among Dex
Media, Inc., Dex Media West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A.,
as administrative agent, J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as joint bookrunners and co-lead arrangers, and Bank of America,
N.A., Wachovia Bank, National Association, Lehman Commercial Paper Inc. and
Deutsche Bank Trust Company Americas, as co-syndication agents (incorporated by
reference to Exhibit 10.5 to Dex Media, Inc.s Quarterly Report on Form 10-Q,
filed with the Securities and Exchange Commission on August 4, 2005, Commission
File No. 001-32249). This Credit Agreement has been amended and restated.10.76
    
    Guarantee and Collateral Agreement, dated as of September 9, 2003, among Dex
Media West, Inc., Dex Media West LLC, Dex Media West Finance Co. and JPMorgan
Chase Bank, as collateral agent (incorporated by reference to Exhibit 10.7 to Dex
Media, Inc.s Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on April 14, 2004, Commission File No. 333-114472)10.77
    
    Agreement to Amend and Restate, dated December 13, 2005, among the Company and
the lenders that are party to the Credit Agreement, dated as of September 9,
2003, as amended, referenced therein (incorporated by reference to Exhibit 10.3
to the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on December 19, 2005, Commission File No. 001-07155)10.78#
    
    Amended and Restated Credit Agreement, dated January 31, 2006, by and among Dex
Media, Inc. (f/k/a Forward Acquisition Corp.), Dex Media West, Inc., Dex Media
West LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the other
entities from time to time parties thereto (incorporated by reference to Exhibit
10.1 to Dex Media, Inc.s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on February 6, 2006, Commission File No. 333-131626)
 75




---



##### 



Exhibit No.
    
    Document10.79
    
    Reaffirmation Agreement, dated January 31, 2006, by and among Dex Media, Inc.
(f/k/a Forward Acquisition Corp.), Dex Media West, Inc., Dex Media West LLC,
JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to
Exhibit 10.2 to Dex Media, Inc.s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 6, 2006, Commission File No.
333-131626)10.80#
    
    Closing Agreement, dated as of December 13, 2004, by and between the Company and
the Commissioner of the Internal Revenue Service (incorporated by reference to
Exhibit 99.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on December 16, 2004, Commission File No.
001-07155)10.81
    
    Closing Agreement, dated as of July 21, 2005, by and between the Company and the
Commissioner of the Internal Revenue Service (incorporated by reference to
Exhibit 99.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 3, 2005, Commission File No.
001-07155)10.82
    
    Sponsor Stockholders Agreement, dated as of October 3, 2005, among the Company,
Welsh, Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC and WD Investors
LLC (incorporated by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on October 6, 2005,
Commission File No. 001-07155)10.83
    
    Sponsor Stockholders Agreement, dated as of October 3, 2005, among the Company,
Carlyle Partners III, L.P., CP III Coinvestment, L.P., Carlyle High Yield
Partners, L.P., Carlyle-Dex Partners L.P. and Carlyle-Dex Partners II, L.P.
(incorporated by reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on October 6, 2005,
Commission File No. 001-07155)10.84
    
    Support Agreement, dated October 3, 2005, among the Company, Welsh, Carson,
Anderson & Stowe IX, L.P., WD GP Associates LLC and WD Investors LLC.
(incorporated by reference to Exhibit 10.3 to the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on October 6, 2005,
Commission File No. 001-07155)10.85
    
    Support Agreement, dated October 3, 2005, among the Company, Carlyle Partners
III, L.P., CP III Coinvestment, L.P., Carlyle High Yield Partners, L.P.,
Carlyle-Dex Partners L.P. and Carlyle-Dex Partners II, L.P. (incorporated by
reference to Exhibit 10.4 to the Companys Current Report on Form 8-K, filed with
the Securities and Exchange Commission on October 6, 2005, Commission File No.
001-07155)10.86#
    
    Stock Purchase and Support Agreement, dated as of October 3, 2005, among the
Company and the stockholders listed on Schedule A attached thereto (incorporated
by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on October 6, 2005, Commission File
No. 001-07155)10.87^
    
    Board of Director Compensation Plan (incorporated by reference to Exhibit 10.85
to the Companys Annual Report on Form 10-K for the year ended December 31, 2005,
filed with the Securities and Exchange Commission on March 16, 2006, Commission
File No. 001-07155)
 76




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##### 



Exhibit No.
    
    Document10.88
    
    First Amendment, dated as of April 24, 2006, to the Credit Agreement, dated as of
September 9, 2003, as amended and restated as of January 31, 2006, among Dex
Media, Inc., Dex Media West, Inc., Dex Media West LLC, the lenders from time to
time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent, and the other agents parties thereto (incorporated by reference
to Exhibit 10.1 to Dex Media, Inc.s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 28, 2006, Commission File No.
333-131626).10.89
    
    Reaffirmation Agreement, dated as of April 24, 2006, among Dex Media, Inc., Dex
Media West, Inc., Dex Media West LLC, Dex Media West Finance Co. and JPMorgan
Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.2
to Dex Media, Inc.s Current Report on Form 8-K, filed with the Securities and
Exchange Commission on April 28, 2006, Commission File No. 333-131626).10.90
    
    First Amendment, dated as of April 24, 2006, to the Credit Agreement, dated as of
November 8, 2002, as amended and restated as of January 31, 2006, among Dex
Media, Inc., Dex Media East, Inc., Dex Media East LLC, the lenders from time to
time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent, and the other agents parties thereto (incorporated by reference
to Exhibit 10.3 to Dex Media, Inc.s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 28, 2006, Commission File No.
333-131626).10.91
    
    Reaffirmation Agreement, dated as of April 24, 2006, among Dex Media, Inc., Dex
Media East, Inc., Dex Media East LLC, Dex Media East Finance Co., Dex Media
International, Inc. and JPMorgan Chase Bank, N.A., as collateral agent
(incorporated by reference to Exhibit 10.4 to Dex Media, Inc.s Current Report on
Form 8-K, filed with the Securities and Exchange Commission on April 28, 2006,
Commission File No. 333-131626).31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended March 31,
2006 by David C. Swanson, Chairman and Chief Executive Officer of R.H. Donnelley Corporation
under Section 302 of the Sarbanes-Oxley Act31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period ended March 31,
2006 by Steven M. Blondy, Executive Vice President and Chief Financial Officer of
R.H. Donnelley Corporation under Section 302 of the Sarbanes-Oxley Act32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
March 31, 2006 under Section 906 of the Sarbanes-Oxley Act by David
C. Swanson, Chairman and Chief Executive Officer, and Steven M. Blondy, Executive
Vice President and Chief Financial Officer, for R.H. Donnelley
Corporation
 
 *
    
    Filed herewith^
    
    Management contract or compensatory plan#
    
    The Company agrees to furnish supplementally a copy of any omitted exhibits or schedules
to the Securities and Exchange Commission upon request. 77




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##### 



SIGNATURES
  R.H. DONNELLEY CORPORATIONDate: May 10, 2006
    By:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and Chief Financial Officer
(Principal Financial Officer) Date: May 10, 2006
    By:
    /s/ Jeffrey A. SmithJeffrey A. SmithVice President and Controller
(Principal Accounting Officer) 78




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##### 



Exhibit Index
 Exhibit No.
    
    Document3.4*
    
    Certificate of Elimination of Convertible Cumulative Preferred
Stock of R.H. Donnelley Corporation.4.5*
    
    Form of Warrant Agreement, dated as of November 25, 2002, between
the Company and investment partnerships affiliated with The Goldman
Sachs Group, Inc.4.6*
    
    Form of Warrant Agreement, dated January 3, 2003, between the
Company and investment partnerships affiliated with The Goldman
Sachs Group, Inc.10.19*
    
    Form of Restricted Stock Award Agreement under 2005 Plan31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
March 31, 2006 by David C. Swanson, Chairman and Chief Executive Officer of R.H.
Donnelley Corporation under Section 302 of the Sarbanes-Oxley Act31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
March 31, 2006 by Steven M. Blondy, Executive Vice President and
Chief Financial Officer of R.H. Donnelley Corporation under Section
302 of the Sarbanes-Oxley Act32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
March 31, 2006 under Section 906 of the Sarbanes-Oxley Act by David
C. Swanson, Chairman and Chief Executive Officer, and Steven M. Blondy, Executive
Vice President and Chief Financial Officer, for R.H. Donnelley
Corporation
 
 *
    
    Filed herewith 79