##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 001-07155
 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)
 (919) 297-1600
 (Registrants telephone number, including area code)
  (Former Name, Former Address and Former
  þ o
  þ o o
 o þ
  Title of class
    
    Shares Outstanding at November 1, 2006Common Stock, par value $1 per share
    
    70,349,305




---



##### 



R.H. DONNELLEY CORPORATION
 INDEX TO FORM 10-Q
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets at September 30, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and nine months ended September 30, 2006 and 2005
    
    
    4Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and 2005
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    37Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    65Item 4. Controls and Procedures
    
    
    66PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    67Item 6. Exhibits
    
    
    67SIGNATURES
    
    
    86
 2




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##### 



Part I. FINANCIAL INFORMATION
 
  R.H. Donnelley Corporation and Subsidiaries
 
 Consolidated Balance Sheets (Unaudited)
 September 30,
    
    December 31,(in thousands, except share and per share data)
    
    2006
    
    2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    153,054
    
    
    $
    7,793Accounts receivableBilled
    
    
    221,987
    
    
    
    116,576Unbilled
    
    
    828,486
    
    
    
    362,343Allowance for doubtful accounts and sales claims
    
    
    (41,900
    )
    
    
    (27,328
    )Net accounts receivable
    
    
    1,008,573
    
    
    
    451,591Deferred directory costs
    
    
    249,289
    
    
    
    67,686Other current assets
    
    
    98,401
    
    
    
    47,414Total current assets
    
    
    1,509,317
    
    
    
    574,484Fixed assets and computer software, net
    
    
    170,621
    
    
    
    55,687Other non-current assets
    
    
    137,080
    
    
    
    91,533Intangible assets, net
    
    
    11,553,402
    
    
    
    2,833,200Goodwill
    
    
    2,888,221
    
    
    
    319,014Total Assets
    
    $
    16,258,641
    
    
    $
    3,873,918Liabilities, Redeemable Convertible Preferred
Stock and Shareholders Equity (Deficit)Current LiabilitiesAccounts payable and accrued liabilities
    
    $
    124,410
    
    
    $
    68,912Accrued interest
    
    
    149,095
    
    
    
    20,649Deferred directory revenue
    
    
    1,143,476
    
    
    
    457,721Short-term deferred income taxes, net
    
    
    83,286
    
    
    
    91,183Current portion of long-term debt
    
    
    364,079
    
    
    
    100,234Total current liabilities
    
    
    1,864,346
    
    
    
    738,699Long-term debt
    
    
    10,152,349
    
    
    
    2,978,615Deferred income taxes, net
    
    
    2,139,807
    
    
    
    59,565Other non-current liabilities
    
    
    193,229
    
    
    
    54,305Total liabilities
    
    
    14,349,731
    
    
    
    3,831,184Commitments 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 September 30, 2006 and 51,621,824 shares issued at December 31, 2005
    
    
    88,169
    
    
    
    51,622Additional paid-in capital
    
    
    2,360,843
    
    
    
    Warrants outstanding
    
    
    13,758
    
    
    
    13,758Accumulated deficit
    
    
    (386,722
    )
    
    
    (197,122
    )Treasury stock, at cost, 18,083,388 shares at September 30, 2006 and 19,733,161
shares at December 31, 2005
    
    
    (161,844
    )
    
    
    (163,485
    )Accumulated other comprehensive (loss) income
    
    
    (5,294
    )
    
    
    3,812Total shareholders equity (deficit)
    
    
    1,908,910
    
    
    
    (291,415
    )Total Liabilities, Redeemable Convertible Preferred
Stock and Shareholders Equity (Deficit)
    
    $
    16,258,641
    
    
    $
    3,873,918
  3




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##### 



R.H. Donnelley Corporation and Subsidiaries
 
 Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)
 Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,(in thousands, except per share data)
    
    2006
    
    2005
    
    2006
    
    2005Net revenue
    
    $
    524,191
    
    
    $
    255,214
    
    
    $
    1,277,020
    
    
    $
    695,521ExpensesOperating expenses
    
    
    260,047
    
    
    
    114,411
    
    
    
    673,236
    
    
    
    323,247General and administrative expenses
    
    
    34,497
    
    
    
    16,587
    
    
    
    114,511
    
    
    
    44,570Depreciation and amortization
    
    
    85,060
    
    
    
    21,484
    
    
    
    233,225
    
    
    
    63,747Total expenses
    
    
    379,604
    
    
    
    152,482
    
    
    
    1,020,972
    
    
    
    431,564Operating income
    
    
    144,587
    
    
    
    102,732
    
    
    
    256,048
    
    
    
    263,957Interest expense, net
    
    
    (201,768
    )
    
    
    (58,227
    )
    
    
    (557,657
    )
    
    
    (173,930
    )(Loss) income before income taxes
    
    
    (57,181
    )
    
    
    44,505
    
    
    
    (301,609
    )
    
    
    90,027(Benefit) provision for income taxes
    
    
    (21,796
    )
    
    
    17,358
    
    
    
    (114,679
    )
    
    
    35,112Net (loss) income
    
    
    (35,385
    )
    
    
    27,147
    
    
    
    (186,930
    )
    
    
    54,915Preferred dividend
    
    
    
    
    
    
    2,977
    
    
    
    1,974
    
    
    
    9,215(Gain) loss on repurchase of redeemable convertible
preferred stock
    
    
    
    
    
    
    
    
    
    
    (31,195
    )
    
    
    133,681(Loss) income available to common shareholders
    
    $
    (35,385
    )
    
    $
    24,170
    
    
    $
    (157,709
    )
    
    $
    (87,981
    )(Loss) earnings per share:Basic
    
    $
    (0.51
    )
    
    $
    0.65
    
    
    $
    (2.42
    )
    
    $
    (2.78
    )Diluted
    
    $
    (0.51
    )
    
    $
    0.62
    
    
    $
    (2.42
    )
    
    $
    (2.78
    )Shares used in computing (loss) earnings per share:Basic
    
    
    69,961
    
    
    
    31,808
    
    
    
    65,141
    
    
    
    31,685Diluted
    
    
    69,961
    
    
    
    33,750
    
    
    
    65,141
    
    
    
    31,685Comprehensive (Loss) IncomeNet (loss) income
    
    $
    (35,385
    )
    
    $
    27,147
    
    
    $
    (186,930
    )
    
    $
    54,915Unrealized (loss) gain on interest rate swaps, net of tax
    
    
    (21,597
    )
    
    
    7,268
    
    
    
    (9,106
    )
    
    
    11,152Comprehensive (loss) income
    
    $
    (56,982
    )
    
    $
    34,415
    
    
    $
    (196,036
    )
    
    $
    66,067
  4




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##### 



R.H. Donnelley Corporation and Subsidiaries
 
 Consolidated Statements of Cash Flows (Unaudited)
 Nine months endedSeptember 30,(in thousands)
    
    2006
    
    2005Cash Flows from Operating ActivitiesNet (loss) income
    
    $
    (186,930
    )
    
    $
    54,915Reconciliation of net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    233,225
    
    
    
    63,747Deferred income taxes
    
    
    (114,679
    )
    
    
    43,324Provision for bad debts
    
    
    47,884
    
    
    
    21,224Stock based compensation expense
    
    
    35,621
    
    
    
    4,420Other non-cash charges
    
    
    23,381
    
    
    
    12,518Changes in assets and liabilities, net of effects from acquisitions:(Increase) decrease in accounts receivable
    
    
    (31,317
    )
    
    
    21,977(Increase) decrease in other assets
    
    
    (32,291
    )
    
    
    46,730(Decrease) increase in accounts payable and accrued liabilities
    
    
    (198
    )
    
    
    11,547Increase in deferred directory revenue
    
    
    581,271
    
    
    
    41,100Increase (decrease) in other non-current liabilities
    
    
    10,451
    
    
    
    (7,159
    )Net cash provided by operating activities
    
    
    566,418
    
    
    
    314,343Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (41,897
    )
    
    
    (20,473
    )Acquisitions, net of cash received
    
    
    (1,901,426
    )
    
    
    Net cash used in investing activities
    
    
    (1,943,323
    )
    
    
    (20,473
    )Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs
    
    
    2,514,381
    
    
    
    291,056Revolver borrowings
    
    
    639,400
    
    
    
    263,000Revolver repayments
    
    
    (600,900
    )
    
    
    (281,200
    )Repurchase of redeemable convertible preferred stock and
redemption of preferred stock purchase rights
    
    
    (336,819
    )
    
    
    (277,197
    )Debt repayments
    
    
    (714,327
    )
    
    
    (302,147
    )Decrease in checks not yet presented for payment
    
    
    (3,212
    )
    
    
    (362
    )Proceeds from employee stock option exercises
    
    
    23,643
    
    
    
    7,686Net cash provided by (used in) financing activities
    
    
    1,522,166
    
    
    
    (299,164
    )Increase (decrease) in cash and cash equivalents
    
    
    145,261
    
    
    
    (5,294
    )Cash and cash equivalents, beginning of year
    
    
    7,793
    
    
    
    10,755Cash and cash equivalents, end of period
    
    $
    153,054
    
    
    $
    5,461Supplemental Information:Cash paid:Interest
    
    $
    492,561
    
    
    $
    133,798Income taxes, net
    
    $
    321
    
    
    $
    508
  5




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##### 



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




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##### 



Earnings Per Share,
 Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2006
    
    2005
    
    2006
    
    2005Basic EPS(Loss) income available to common shareholders
    
    $
    (35,385
    )
    
    $
    24,170
    
    
    $
    (157,709
    )
    
    $
    (87,981
    )Amount allocable to common shareholders (1)
    
    
    100
    %
    
    
    86
    %
    
    
    100
    %
    
    
    100
    %(Loss) income allocable to common shareholders
    
    
    (35,385
    )
    
    
    20,786
    
    
    
    (157,709
    )
    
    
    (87,981
    )Weighted average common shares outstanding
    
    
    69,961
    
    
    
    31,808
    
    
    
    65,141
    
    
    
    31,685Basic (loss) earnings per share
    
    $
    (0.51
    )
    
    $
    0.65
    
    
    $
    (2.42
    )
    
    $
    (2.78
    )Diluted EPS(Loss) income available to common shareholders
    
    $
    (35,385
    )
    
    $
    24,170
    
    
    $
    (157,709
    )
    
    $
    (87,981
    )Amount allocable to common shares (1)
    
    
    100
    %
    
    
    86
    %
    
    
    100
    %
    
    
    100
    %(Loss) income allocable to common shareholders
    
    
    (35,385
    )
    
    
    20,786
    
    
    
    (157,709
    )
    
    
    (87,981
    )Weighted average common shares outstanding
    
    
    69,961
    
    
    
    31,808
    
    
    
    65,141
    
    
    
    31,685Dilutive effect of stock awards and warrants (2)
    
    
    
    
    
    
    1,942
    
    
    
    
    
    
    
    Dilutive effect of Preferred Stock assuming conversion(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average diluted shares outstanding
    
    
    69,961
    
    
    
    33,750
    
    
    
    65,141
    
    
    
    31,685Diluted (loss) earnings per share
    
    $
    (0.51
    )
    
    $
    0.62
    
    
    $
    (2.42
    )
    
    $
    (2.78
    )
 
 (1)
    
    31,808/ (31,808 + 5,182) for the three months ended September 30, 2005. In computing EPS
using the two-class method, we have not allocated the net loss for the nine months ended
September 30, 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 and nine months ended
September 30, 2006 and the nine months ended September 30, 2005, the effect of all stock-based
awards, warrants and the assumed conversion of the Preferred Stock were anti-dilutive and
therefore are not included in the calculation of diluted EPS. In addition, the assumed
conversion of the Preferred Stock was anti-dilutive for the three months ended September 30,
2005 and therefore not included in the calculation of diluted EPS. For the three and nine
months ended September 30, 2006, 2.5 million and 2.4 million shares, respectively, of
stock-based awards had exercise prices that exceeded the average market price of the Companys
common stock for the respective period. For the three and nine months ended September 30,
2005, no shares of stock-based awards had exercise prices that exceeded the average market
price of the Companys common stock for the respective period. Stock-Based Awards
  10




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##### 



Share-Based Payment
 Accounting for Stock Issued to Employees
  Three Months Ended September 30,
    
    Nine Months Ended September 30,2006
    
    2006As Reported
    
    Per APB No. 25
    
    As Reported
    
    Per APB No. 25Total stock-based
compensation
expense
    
    $
    9,884
    
    
    $
    (634
    )
    
    $
    35,621
    
    
    $
    (388
    )Net loss
    
    
    (35,385
    )
    
    
    (28,864
    )
    
    
    (186,930
    )
    
    
    (164,604
    )Loss available to
common shareholders
    
    
    (35,385
    )
    
    
    (28,864
    )
    
    
    (157,709
    )
    
    
    (135,383
    )Loss per share:Basic
    
    $
    (0.51
    )
    
    $
    (0.41
    )
    
    $
    (2.42
    )
    
    $
    (2.08
    )Diluted
    
    $
    (0.51
    )
    
    $
    (0.41
    )
    
    $
    (2.42
    )
    
    $
    (2.08
    )
   11




---



##### 



September 30, 2006Dividend yield
    
    0%Expected volatility
    
    24.85%Risk-free interest rate
    
    4.62%Expected life
    
    5 Years
    WeightedAverage
    
    AggregateExercise/Grant
    
    IntrinsicShares
    
    Price Per Share
    
    ValueAwards outstanding, January 1, 2006
    
    
    5,798,045
    
    
    $
    40.67
    
    
    $
    88,149Granted
    
    
    730,240
    
    
    
    63.29
    
    
    
    3Dex stock-based awards converted
    
    
    1,725,361
    
    
    
    12.73
    
    
    
    69,537Exercised
    
    
    (1,633,714
    )
    
    
    15.37
    
    
    
    (61,386
    )Forfeitures
    
    
    (210,983
    )
    
    
    54.58
    
    
    
    (1,046
    )Awards outstanding, September 30, 2006
    
    
    6,408,949
    
    
    $
    41.69
    
    
    $
    95,257Available for future grants at September 30, 2006
    
    
    3,996,473
  12




---



##### 



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$10.78 - $14.75
    
    
    414,174
    
    
    
    5.97
    
    
    $
    11.04
    
    
    
    
    288,483
    
    
    
    5.40
    
    
    $
    11.15$15.22 - $19.41
    
    
    316,723
    
    
    
    2.37
    
    
    
    15.77
    
    
    
    
    316,723
    
    
    
    2.37
    
    
    
    15.77$24.75 - $29.59
    
    
    1,723,629
    
    
    
    3.72
    
    
    
    25.96
    
    
    
    
    1,394,504
    
    
    
    3.83
    
    
    
    26.06$30.11 - $39.21
    
    
    160,889
    
    
    
    3.40
    
    
    
    30.92
    
    
    
    
    125,872
    
    
    
    3.39
    
    
    
    30.86$41.10 - $43.85
    
    
    1,403,323
    
    
    
    4.66
    
    
    
    41.40
    
    
    
    
    956,349
    
    
    
    4.65
    
    
    
    41.40$46.06 - $55.25
    
    
    100,640
    
    
    
    6.34
    
    
    
    51.88
    
    
    
    
    27,352
    
    
    
    5.19
    
    
    
    48.35$56.55 - $65.00
    
    
    2,289,571
    
    
    
    5.98
    
    
    
    63.16
    
    
    
    
    456,554
    
    
    
    5.48
    
    
    
    59.246,408,949
    
    
    
    4.84
    
    
    $
    41.69
    
    
    
    
    3,565,837
    
    
    
    4.25
    
    
    $
    32.64
   Non-vested
    
    Weighted Average
    
    
    
    
    
    Weighted AverageStock
    
    Grant Date
    
    Non-vested
    
    Grant DateOptions and
    
    Exercise Price Per
    
    Restricted
    
    Exercise Price PerSARs
    
    Award
    
    Stock
    
    AwardNon-vested at January 1, 2006
    
    
    3,669,229
    
    
    $
    49.39
    
    
    
    
    
    
    
    Granted
    
    
    730,240
    
    
    
    63.29
    
    
    
    148,628
    
    
    $
    62.00Non-vested Dex Options Converted
    
    
    224,597
    
    
    
    12.73
    
    
    
    
    
    
    
    Vested
    
    
    (1,569,971
    )
    
    
    44.71
    
    
    
    
    
    
    
    Forfeitures
    
    
    (210,983
    )
    
    
    54.58
    
    
    
    (9,650
    )
    
    
    61.88Non-vested at September 30, 2006
    
    
    2,843,112
    
    
    $
    53.04
    
    
    
    138,978
    
    
    $
    62.01
   13




---



##### 



14




---



##### 



Accounting for
Stock Based Compensation
 Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2005
    
    2005Net income, as reported
    
    $
    27,147
    
    
    $
    54,915Add: Stock-based compensation expense included in
reported net income, net of related tax effects
    
    
    1,055
    
    
    
    2,699Less: Stock-based compensation expense that would have
been included in the determination of net income if the
fair value method had been applied to all awards, net
of related tax effects
    
    
    (2,041
    )
    
    
    (5,749
    )Pro forma net income
    
    
    26,161
    
    
    
    51,865Loss on repurchase of Preferred Stock
    
    
    
    
    
    
    133,681Preferred dividend
    
    
    2,977
    
    
    
    9,215Pro forma income (loss) available to common shareholders
    
    $
    23,184
    
    
    $
    (91,031
    )Basic earnings (loss) per shareAs reported
    
    $
    0.65
    
    
    $
    (2.78
    )Pro forma
    
    $
    0.63
    
    
    $
    (2.87
    )Diluted earnings (loss) per shareAs reported
    
    $
    0.62
    
    
    $
    (2.78
    )Pro forma
    
    $
    0.59
    
    
    $
    (2.87
    )
  September 30, 2005Dividend yield
    
    0%Expected volatility
    
    30%Risk-free interest rate
    
    3.9%Expected holding period
    
    5 years
 Estimates.
 15




---



##### 



New Accounting Pronouncements.
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R)
 Fair Value Measurements
 Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements
 Accounting for Uncertainty in Income Taxes: An
Interpretation of FASB Statement No. 109
  3. Acquisitions
 Determination of the Measurement Date for the Market Price of Securities Issued in
a Purchase Business Combination
 16




---



##### 



Business Combinations Goodwill and Other Intangible Assets
  17




---



##### 



Current assets
    
    $
    775,864Non-current assets
    
    
    108,084Intangible assets
    
    
    8,920,000Goodwill
    
    
    2,555,487Total assets acquired
    
    
    12,359,435Current liabilities
    
    
    (299,222
    )Non-current liabilities
    
    
    (7,824,294
    )Total liabilities assumed
    
    
    (8,123,516
    )Net assets acquired
    
    $
    4,235,919
  Three Months Ended
    
    
    Nine Months Ended(in millions, except per share amounts)
    
    September 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Net revenue
    
    $
    665.8
    
    
    $
    679.0
    
    
    $
    2,018.9
    
    
    $
    2,024.9Operating income
    
    
    282.3
    
    
    
    293.6
    
    
    
    848.7
    
    
    
    898.4Net income
    
    
    44.5
    
    
    
    53.4
    
    
    
    132.7
    
    
    
    169.7Diluted earnings per share
    
    $
    0.62
    
    
    $
    0.76
    
    
    $
    1.87
    
    
    $
    2.43
   4. Intangible Assets and Goodwill
  18




---



##### 



Directory
    
    Local
    
    NationalServices
    
    Customer
    
    CMR
    
    Trade
    
    AdvertisingAgreements
    
    Relationships
    
    Relationships
    
    Names
    
    Commitment
    
    TotalInitial fair value:Qwest
    
    $
    7,320,000
    
    
    $
    880,000
    
    
    $
    205,000
    
    
    $
    490,000
    
    
    $
    25,000
    
    
    $
    8,920,000AT&T
    
    
    952,500
    
    
    
    90,000
    
    
    
    55,000
    
    
    
    
    
    
    
    
    
    
    
    1,097,500Embarq
    
    
    1,625,000
    
    
    
    200,000
    
    
    
    60,000
    
    
    
    30,000
    
    
    
    
    
    
    
    1,915,000Total
    
    
    9,897,500
    
    
    
    1,170,000
    
    
    
    320,000
    
    
    
    520,000
    
    
    
    25,000
    
    
    
    11,932,500Accumulated
amortization
    
    
    278,690
    
    
    
    51,836
    
    
    
    17,906
    
    
    
    29,278
    
    
    
    1,388
    
    
    
    379,098Net intangible assets
    
    $
    9,618,810
    
    
    $
    1,118,164
    
    
    $
    302,094
    
    
    $
    490,722
    
    
    $
    23,612
    
    
    $
    11,553,402
    19




---



##### 



Goodwill and Other Intangible Assets
 20




---



##### 



5. Long-Term Debt
  September 30, 2006
    
    December 31, 2005RHD6.875% Senior Notes due 2013
    
    $
    300,000
    
    
    $
    300,0006.875% Series A-1 Senior Discount Notes due 2013
    
    
    334,413
    
    
    
    6.875% Series A-2 Senior Discount Notes due 2013
    
    
    604,692
    
    
    
    8.875% Series A-3 Senior Notes due 2016
    
    
    1,210,000
    
    
    
    R.H. Donnelley Inc. (RHDI)Credit Facility
    
    
    1,968,736
    
    
    
    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
    
    
    513,723
    
    
    
    
    *9% Senior Discount Notes due 2013
    
    
    649,376
    
    
    
    
    *Dex Media EastCredit Facility
    
    
    679,482
    
    
    
    
    *9.875% Senior Notes due 2009
    
    
    478,034
    
    
    
    
    *12.125% Senior Subordinated Notes due 2012
    
    
    390,523
    
    
    
    
    *Dex Media WestCredit Facility
    
    
    1,533,086
    
    
    
    
    *8.5% Senior Notes due 2010
    
    
    403,917
    
    
    
    
    *5.875% Senior Notes due 2011
    
    
    8,788
    
    
    
    
    *9.875% Senior Subordinated Notes due 2013
    
    
    833,724
    
    
    
    
    *Total RHD Consolidated
    
    
    10,516,428
    
    
    
    3,078,849Less current portion
    
    
    364,079
    
    
    
    100,234Long-term debt
    
    $
    10,152,349
    
    
    $
    2,978,615
 
 *
    
    The debt balances acquired as a result of the Dex Media Merger were not obligations of RHD at
December 31, 2005. Credit Facilities
 RHDI
  21




---



##### 




    
    The higher of (i) a base rate as determined by the Administrative Agent, Deutsche
Bank Trust Company Americas and (ii) the Federal Funds Effective Rate (as defined) plus
0.50%, and in each case, plus a 0.25% margin on the RHDI Revolver and Term Loan A-4 and a
0.50% margin on Term Loan D-1 and Term Loan D-2; or
    
    The LIBOR rate plus a 1.25% margin on the RHDI 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. and (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, and in each
case, plus a 0.25% margin on the Dex Media East Revolver and Term Loan A and a 0.50% margin
on Term Loan B; or
    
    The LIBOR rate plus a 1.25% margin on the Dex Media East 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.
 Dex Media West
  22




---



##### 




    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan Chase
Bank, N.A. and (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, and in each
case, plus a 0.25% margin on the Dex Media West Revolver and Term Loan A and a 0.50% margin
on Term Loan B-1 and Term Loan B-2; or
    
    The LIBOR rate plus a 1.25% margin on the Dex Media West 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
 RHD
 th th
 th th th th
 RHDI
 th th
 23




---



##### 



Dex Media, Inc.
 th th
 th th
 Dex Media East
 th th
 th th
 Dex Media West
 th th
 th th
 th th
 Impact of Dex Media Merger
  24




---



##### 



Dex Media Inc.8% Senior Notes due 2013
    
    $
    15,0009% Senior Discount Notes due 2013
    
    
    17,177Dex Media EastCredit Facility
    
    
    9.875% Senior notes due 2009
    
    
    34,29012.125% Senior subordinated notes due 2012
    
    
    54,600Dex Media WestCredit Facility
    
    
    8.5% Senior notes due 2010
    
    
    22,1385.875% Senior notes due 2011
    
    
    769.875% Senior subordinated notes due 2013
    
    
    79,022Total
    
    $
    222,303
  6. Redeemable Preferred Stock and Warrants
    25




---



##### 



26




---



##### 



7. Restructuring Charges
  2003
    
    2005
    
    2006Restructuring
    
    Restructuring
    
    RestructuringActions
    
    Actions
    
    Actions
    
    TotalThree months ended September 30, 2006Balance at June 30, 2006
    
    $
    1,276
    
    
    $
    5,740
    
    
    $
    10,028
    
    
    $
    17,044Additions to reserve charged to goodwill
    
    
    
    
    
    
    
    
    
    
    787
    
    
    
    787Payments
    
    
    (169
    )
    
    
    (194
    )
    
    
    (3,220
    )
    
    
    (3,583
    )Balance at September 30, 2006
    
    $
    1,107
    
    
    $
    5,546
    
    
    $
    7,595
    
    
    $
    14,248Nine months ended September 30, 2006Balance at December 31, 2005
    
    $
    1,577
    
    
    $
    6,472
    
    
    $
    
    
    
    $
    8,049Additions to reserve charged to goodwill
    
    
    
    
    
    
    
    
    
    
    11,416
    
    
    
    11,416Payments
    
    
    (470
    )
    
    
    (926
    )
    
    
    (3,821
    )
    
    
    (5,217
    )Balance at September 30, 2006
    
    $
    1,107
    
    
    $
    5,546
    
    
    $
    7,595
    
    
    $
    14,248
    27




---



##### 



8. Benefit Plans
 Retirement Plans.
   Savings Plans.
 Other Postretirement Benefits.
 28




---



##### 



Employers Disclosures About Pensions and Other Postretirement Benefits (Revised 2003),
 Pension BenefitsThree Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2006
    
    2005
    
    2006
    
    2005Service cost
    
    $
    3,339
    
    
    $
    1,183
    
    
    $
    9,668
    
    
    $
    3,867Interest cost
    
    
    4,372
    
    
    
    1,610
    
    
    
    12,258
    
    
    
    4,796Expected return on plan assets
    
    
    (4,908
    )
    
    
    (2,091
    )
    
    
    (14,295
    )
    
    
    (6,271
    )Unrecognized prior service cost
    
    
    33
    
    
    
    28
    
    
    
    117
    
    
    
    104Amortization of unrecognized loss
    
    
    468
    
    
    
    343
    
    
    
    1,386
    
    
    
    983Net periodic benefit cost
    
    $
    3,304
    
    
    $
    1,073
    
    
    $
    9,134
    
    
    $
    3,479
 Postretirement BenefitsThree Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2006
    
    2005
    
    2006
    
    2005Service cost
    
    $
    725
    
    
    $
    187
    
    
    $
    1,996
    
    
    $
    563Interest cost
    
    
    1,239
    
    
    
    273
    
    
    
    3,408
    
    
    
    817Unrecognized prior service cost
    
    
    203
    
    
    
    240
    
    
    
    646
    
    
    
    720Amortization of unrecognized loss
    
    
    65
    
    
    
    25
    
    
    
    156
    
    
    
    75Net periodic benefit cost
    
    $
    2,232
    
    
    $
    725
    
    
    $
    6,206
    
    
    $
    2,175
 Employers Accounting for Settlements and Curtailments of Defined Benefit Plans and
for Termination Benefits
  9. Business Segments
  10. Litigation
  29




---



##### 



Collective Bargaining Agreements
  11. Guarantees
    30




---



##### 



R.H. Donnelley Corporation
Consolidating Condensed Balance Sheet
September 30, 2006
 R.H. Donnelley
    
    R.H.
    
    
    
    
    
    Dex Media,
    
    
    
    
    
    ConsolidatedCorporation
    
    Donnelley Inc.
    
    Guarantor
    
    Inc. and
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationAssetsCash and cash equivalents
    
    $
    143,630
    
    
    $
    604
    
    
    $
    4,016
    
    
    $
    4,804
    
    
    $
    
    
    
    $
    153,054Accounts receivable, net
    
    
    316
    
    
    
    
    
    
    
    424,996
    
    
    
    583,261
    
    
    
    
    
    
    
    1,008,573Deferred directory costs
    
    
    
    
    
    
    
    
    
    
    70,635
    
    
    
    178,654
    
    
    
    
    
    
    
    249,289Other current assets
    
    
    6,464
    
    
    
    20,345
    
    
    
    19,106
    
    
    
    62,087
    
    
    
    (9,601
    )
    
    
    98,401Total current assets
    
    
    150,410
    
    
    
    20,949
    
    
    
    518,753
    
    
    
    828,806
    
    
    
    (9,601
    )
    
    
    1,509,317Investment in subsidiaries
    
    
    4,529,440
    
    
    
    1,634,262
    
    
    
    
    
    
    
    
    
    
    
    (6,163,702
    )
    
    
    Fixed assets, net
    
    
    2,966
    
    
    
    66,286
    
    
    
    5,870
    
    
    
    95,499
    
    
    
    
    
    
    
    170,621Other non-current assets
    
    
    129,590
    
    
    
    65,674
    
    
    
    1,086
    
    
    
    7,528
    
    
    
    (66,798
    )
    
    
    137,080Intercompany notes receivable
    
    
    
    
    
    
    2,130,957
    
    
    
    (2,130,957
    )
    
    
    
    
    
    
    
    
    
    
    Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    2,777,314
    
    
    
    8,776,088
    
    
    
    
    
    
    
    11,553,402Goodwill
    
    
    13,720
    
    
    
    
    
    
    
    319,014
    
    
    
    2,555,487
    
    
    
    
    
    
    
    2,888,221Total assets
    
    $
    4,826,126
    
    
    $
    3,918,128
    
    
    $
    1,491,080
    
    
    $
    12,263,408
    
    
    $
    (6,240,101
    )
    
    $
    16,258,641Liabilities and Shareholders
EquityAccounts payable & accrued
liabilities
    
    $
    4,786
    
    
    $
    28,210
    
    
    $
    24,809
    
    
    $
    66,519
    
    
    $
    86
    
    
    $
    124,410Accrued interest
    
    
    41,844
    
    
    
    28,244
    
    
    
    
    
    
    
    79,007
    
    
    
    
    
    
    
    149,095Deferred directory revenue
    
    
    
    
    
    
    
    
    
    
    431,728
    
    
    
    711,748
    
    
    
    
    
    
    
    1,143,476Short-term deferred income
taxes, net
    
    
    
    
    
    
    52,678
    
    
    
    40,756
    
    
    
    
    
    
    
    (10,148
    )
    
    
    83,286Current portion LTD.
    
    
    
    
    
    
    82,167
    
    
    
    
    
    
    
    281,912
    
    
    
    
    
    
    
    364,079Total current liabilities
    
    
    46,630
    
    
    
    191,299
    
    
    
    497,293
    
    
    
    1,139,186
    
    
    
    (10,062
    )
    
    
    1,864,346Intercompany, net
    
    
    412,239
    
    
    
    403,707
    
    
    
    (812,544
    )
    
    
    (2,993
    )
    
    
    (409
    )
    
    
    Long-term debt
    
    
    2,449,105
    
    
    
    2,494,503
    
    
    
    
    
    
    
    5,208,741
    
    
    
    
    
    
    
    10,152,349Deferred income taxes, net
    
    
    
    
    
    
    
    
    
    
    146,119
    
    
    
    2,059,192
    
    
    
    (65,504
    )
    
    
    2,139,807Other long-term liabilities
    
    
    9,242
    
    
    
    42,453
    
    
    
    25,950
    
    
    
    129,864
    
    
    
    (14,280
    )
    
    
    193,229Shareholders equity
    
    
    1,908,910
    
    
    
    786,166
    
    
    
    1,634,262
    
    
    
    3,729,418
    
    
    
    (6,149,846
    )
    
    
    1,908,910Total liabilities and
shareholders equity
    
    $
    4,826,126
    
    
    $
    3,918,128
    
    
    $
    1,491,080
    
    
    $
    12,263,408
    
    
    $
    (6,240,101
    )
    
    $
    16,258,641
 31




---



##### 



R.H. Donnelley Corporation
Consolidating Condensed Balance Sheet
December 31, 2005
 R.H. Donnelley
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedCorporation
    
    R.H. Donnelley Inc.
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationAssetsCash and cash equivalents
    
    $
    830
    
    
    $
    2,703
    
    
    $
    4,260
    
    
    $
    
    
    
    $
    7,793Accounts receivable, net
    
    
    
    
    
    
    
    
    
    
    451,591
    
    
    
    
    
    
    
    451,591Deferred directory costs
    
    
    
    
    
    
    
    
    
    
    67,686
    
    
    
    
    
    
    
    67,686Other current assets
    
    
    
    
    
    
    27,520
    
    
    
    52,327
    
    
    
    (32,433
    )
    
    
    47,414Total current assets
    
    
    830
    
    
    
    30,223
    
    
    
    575,864
    
    
    
    (32,433
    )
    
    
    574,484Investment in subsidiaries
    
    
    662,971
    
    
    
    1,514,314
    
    
    
    
    
    
    
    (2,177,285
    )
    
    
    Fixed assets, net
    
    
    
    
    
    
    50,059
    
    
    
    5,628
    
    
    
    
    
    
    
    55,687Other non-current assets
    
    
    12,197
    
    
    
    186,616
    
    
    
    1,669
    
    
    
    (108,949
    )
    
    
    91,533Intercompany 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
    
    
    $
    3,948,920
    
    
    $
    (4,346,567
    )
    
    $
    3,873,918Liabilities, Preferred Stock
and Shareholders (Deficit)
EquityAccounts payable, accrued
liabilities and accrued
interest
    
    $
    8,780
    
    
    $
    48,698
    
    
    $
    32,103
    
    
    $
    (20
    )
    
    $
    89,561Deferred directory revenue
    
    
    
    
    
    
    
    
    
    
    457,721
    
    
    
    
    
    
    
    457,721Short-term deferred income
taxes, net
    
    
    
    
    
    
    42,351
    
    
    
    80,616
    
    
    
    (31,784
    )
    
    
    91,183Current
portion LTD.
    
    
    
    
    
    
    100,234
    
    
    
    
    
    
    
    
    
    
    
    100,234Total current liabilities
    
    
    8,780
    
    
    
    191,283
    
    
    
    570,440
    
    
    
    (31,804
    )
    
    
    738,699Long-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
    )
    
    
    19,428
    
    
    
    50,346
    
    
    
    (2,853
    )
    
    
    59,565Other 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
    
    
    $
    3,948,920
    
    
    $
    (4,346,567
    )
    
    $
    3,873,918
 32




---



##### 



R.H. Donnelley Corporation
Consolidating Condensed Statement of Operations
For the Three Months Ended September 30, 2006
 R.H. Donnelley
    
    R.H. Donnelley
    
    
    
    
    
    Dex Media,
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.
    
    Guarantor
    
    Inc. and
    
    
    
    
    
    R.H. Donnelley( Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    142
    
    
    $
    
    
    
    $
    258,315
    
    
    $
    265,734
    
    
    $
    
    
    
    $
    524,191Expenses
    
    
    1,033
    
    
    
    15,538
    
    
    
    123,009
    
    
    
    240,098
    
    
    
    (74
    )
    
    
    379,604Partnership and equity income
    
    
    (1,921
    )
    
    
    55,883
    
    
    
    
    
    
    
    
    
    
    
    (53,962
    )
    
    
    Operating (loss) income
    
    
    (2,812
    )
    
    
    40,345
    
    
    
    135,306
    
    
    
    25,636
    
    
    
    (53,888
    )
    
    
    144,587Interest expense, net
    
    
    (51,818
    )
    
    
    (400
    )
    
    
    (48,702
    )
    
    
    (100,848
    )
    
    
    
    
    
    
    (201,768
    )Other income
    
    
    
    
    
    
    
    
    
    
    (285
    )
    
    
    
    
    
    
    285
    
    
    
    Pre-tax (loss) income
    
    
    (54,630
    )
    
    
    39,945
    
    
    
    86,319
    
    
    
    (75,212
    )
    
    
    (53,603
    )
    
    
    (57,181
    )Income tax benefit (expense)
    
    
    19,245
    
    
    
    4,294
    
    
    
    (30,436
    )
    
    
    29,321
    
    
    
    (628
    )
    
    
    21,796Net (loss) income
    
    $
    (35,385
    )
    
    $
    44,239
    
    
    $
    55,883
    
    
    $
    (45,891
    )
    
    $
    (54,231
    )
    
    $
    (35,385
    )
 R.H. Donnelley Corporation
Consolidating Condensed Statement of Operations
For the Three Months Ended September 30, 2005
 R.H.
    
    R.H.
    
    
    
    
    
    
    
    
    
    ConsolidatedDonnelley
    
    Donnelley
    
    
    
    
    
    
    
    
    
    R.H.Corporation
    
    Inc.
    
    Guarantor
    
    
    
    
    
    Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    (5,920
    )
    
    $
    255,212
    
    
    $
    5,922
    
    
    $
    255,214Expenses
    
    
    
    
    
    
    17,315
    
    
    
    129,898
    
    
    
    5,269
    
    
    
    152,482Operating (loss) income
    
    
    
    
    
    
    (23,235
    )
    
    
    125,314
    
    
    
    653
    
    
    
    102,732Equity earnings in
subsidiaries
    
    
    30,477
    
    
    
    51,940
    
    
    
    
    
    
    
    (82,417
    )
    
    
    Interest expense, net
    
    
    (5,350
    )
    
    
    (8,637
    )
    
    
    (44,240
    )
    
    
    
    
    
    
    (58,227
    )Pre-tax income
    
    
    25,127
    
    
    
    20,068
    
    
    
    81,074
    
    
    
    (81,764
    )
    
    
    44,505Income tax benefit (expense)
    
    
    2,020
    
    
    
    10,409
    
    
    
    (29,134
    )
    
    
    (653
    )
    
    
    (17,358
    )Net income
    
    
    27,147
    
    
    
    30,477
    
    
    
    51,940
    
    
    
    (82,417
    )
    
    
    27,147Preferred dividend
    
    
    (2,977
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,977
    )Income available to common
shareholders
    
    $
    24,170
    
    
    $
    30,477
    
    
    $
    51,940
    
    
    $
    (82,417
    )
    
    $
    24,170
 33




---



##### 



R.H. Donnelley Corporation
Consolidating Condensed Statement of Operations
For the Nine Months Ended September 30, 2006
 R.H. Donnelley
    
    R.H. Donnelley
    
    
    
    
    
    Dex Media,
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.
    
    Guarantor
    
    Inc. and
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    142
    
    
    $
    
    
    
    $
    778,155
    
    
    $
    498,723
    
    
    $
    
    
    
    $
    1,277,020Expenses
    
    
    4,263
    
    
    
    56,894
    
    
    
    369,018
    
    
    
    592,633
    
    
    
    (1,836
    )
    
    
    1,020,972Partnership and equity income
    
    
    (93,529
    )
    
    
    186,019
    
    
    
    
    
    
    
    
    
    
    
    (92,490
    )
    
    
    Operating (loss) income
    
    
    (97,650
    )
    
    
    129,125
    
    
    
    409,137
    
    
    
    (93,910
    )
    
    
    (90,654
    )
    
    
    256,048Interest expense, net
    
    
    (142,812
    )
    
    
    (29,860
    )
    
    
    (116,605
    )
    
    
    (268,380
    )
    
    
    
    
    
    
    (557,657
    )Other income
    
    
    
    
    
    
    
    
    
    
    (935
    )
    
    
    
    
    
    
    935
    
    
    
    Pre-tax (loss) income
    
    
    (240,462
    )
    
    
    99,265
    
    
    
    291,597
    
    
    
    (362,290
    )
    
    
    (89,719
    )
    
    
    (301,609
    )Income tax benefit (expense)
    
    
    53,532
    
    
    
    28,767
    
    
    
    (105,578
    )
    
    
    140,995
    
    
    
    (3,037
    )
    
    
    114,679Net (loss) income
    
    
    (186,930
    )
    
    
    128,032
    
    
    
    186,019
    
    
    
    (221,295
    )
    
    
    (92,756
    )
    
    
    (186,930
    )Preferred dividend
    
    
    1,974
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,974Gain on repurchase of
preferred stock
    
    
    (31,195
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,195
    )(Loss) income available to
common shareholders
    
    $
    (157,709
    )
    
    $
    128,032
    
    
    $
    186,019
    
    
    $
    (221,295
    )
    
    $
    (92,756
    )
    
    $
    (157,709
    )
 R.H. Donnelley Corporation
Consolidating Condensed Statement of Operations
For the Nine Months Ended September 30, 2005
 R.H.
    
    R.H.
    
    
    
    
    
    
    
    
    
    ConsolidatedDonnelley
    
    Donnelley
    
    
    
    
    
    
    
    
    
    R.H.Corp.
    
    Inc.
    
    Guarantor
    
    
    
    
    
    Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    58
    
    
    $
    695,463
    
    
    $
    
    
    
    $
    695,521Expenses
    
    
    38
    
    
    
    25,095
    
    
    
    407,134
    
    
    
    (703
    )
    
    
    431,564Operating (loss) income
    
    
    (38
    )
    
    
    (25,037
    )
    
    
    288,329
    
    
    
    703
    
    
    
    263,957Equity earnings in
subsidiaries
    
    
    64,447
    
    
    
    93,553
    
    
    
    
    
    
    
    (158,000
    )
    
    
    Interest expense, net
    
    
    (15,267
    )
    
    
    (22,667
    )
    
    
    (135,996
    )
    
    
    
    
    
    
    (173,930
    )Pre-tax income
    
    
    49,142
    
    
    
    45,849
    
    
    
    152,333
    
    
    
    (157,297
    )
    
    
    90,027Income tax benefit (expense)
    
    
    5,773
    
    
    
    18,598
    
    
    
    (58,780
    )
    
    
    (703
    )
    
    
    (35,112
    )Net income
    
    
    54,915
    
    
    
    64,447
    
    
    
    93,553
    
    
    
    (158,000
    )
    
    
    54,915Preferred dividend
    
    
    (9,215
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,215
    )Loss on repurchase of
preferred stock
    
    
    (133,681
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (133,681
    )(Loss) income available to
common shareholders
    
    $
    (87,981
    )
    
    $
    64,447
    
    
    $
    93,553
    
    
    $
    (158,000
    )
    
    $
    (87,981
    )
 34




---



##### 



R.H. Donnelley Corporation
Consolidating Condensed Statement of Cash Flows
For the Nine Months Ended September 30, 2006
 R.H.
    
    R.H.Donnelley
    
    Donnelley
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.
    
    Guarantor
    
    Dex Media, Inc.
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    and Subsidiaries
    
    Eliminations
    
    CorporationCash flow from operating activities
    
    $
    8,179
    
    
    $
    161,768
    
    
    $
    66,437
    
    
    $
    301,625
    
    
    $
    28,409
    
    
    $
    566,418Cash flow from investing activities:Additions to fixed assets
    
    
    (923
    )
    
    
    (25,808
    )
    
    
    (1,358
    )
    
    
    (13,808
    )
    
    
    
    
    
    
    (41,897
    )Acquisitions, net of cash received
    
    
    (1,768,587
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (132,839
    )
    
    
    (1,901,426
    )Net cash flow from investing
activities
    
    
    (1,769,510
    )
    
    
    (25,808
    )
    
    
    (1,358
    )
    
    
    (13,808
    )
    
    
    (132,839
    )
    
    
    (1,943,323
    )Cash flow from financing activitiesProceeds from issuance of debt,
net of costs
    
    
    2,079,005
    
    
    
    (1,397
    )
    
    
    
    
    
    
    443,181
    
    
    
    (6,408
    )
    
    
    2,514,381Revolver borrowings
    
    
    
    
    
    
    185,600
    
    
    
    
    
    
    
    453,800
    
    
    
    
    
    
    
    639,400Revolver repayments
    
    
    
    
    
    
    (172,200
    )
    
    
    
    
    
    
    (428,700
    )
    
    
    
    
    
    
    (600,900
    )Repurchase of redeemable
convertible preferred stock and
redemption of purchase rights
    
    
    (336,819
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (336,819
    )Debt repayments
    
    
    
    
    
    
    (215,580
    )
    
    
    
    
    
    
    (501,663
    )
    
    
    2,916
    
    
    
    (714,327
    )Decrease in checks not yet
presented for payment
    
    
    219
    
    
    
    518
    
    
    
    (323
    )
    
    
    (3,626
    )
    
    
    
    
    
    
    (3,212
    )Proceeds from stock option exercises
    
    
    23,643
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,643Dividends to Parent
    
    
    137,745
    
    
    
    65,000
    
    
    
    (65,000
    )
    
    
    (265,745
    )
    
    
    128,000
    
    
    
    Net cash flow from financing
activities
    
    
    1,903,793
    
    
    
    (138,059
    )
    
    
    (65,323
    )
    
    
    (302,753
    )
    
    
    124,508
    
    
    
    1,522,166Change in cash
    
    
    142,462
    
    
    
    (2,099
    )
    
    
    (244
    )
    
    
    (14,936
    )
    
    
    20,078
    
    
    
    145,261Cash at beginning of year
    
    
    1,168
    
    
    
    2,703
    
    
    
    4,260
    
    
    
    19,740
    
    
    
    (20,078
    )
    
    
    7,793Cash at end of period
    
    $
    143,630
    
    
    $
    604
    
    
    $
    4,016
    
    
    $
    4,804
    
    
    $
    
    
    
    $
    153,054
 R.H. Donnelley Corporation
Consolidating Condensed Statement of Cash Flows
For the Nine Months Ended September 30, 2005
 R.H.
    
    R.H.Donnelley
    
    Donnelley
    
    
    
    
    
    
    
    
    
    ConsolidatedCorp.
    
    Inc.
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationCash flow from operating activities
    
    $
    
    
    
    $
    (25,037
    )
    
    $
    339,380
    
    
    $
    
    
    
    $
    314,343Cash flow from investing activities
    
    
    
    
    
    
    (19,737
    )
    
    
    (736
    )
    
    
    
    
    
    
    (20,473
    )Cash flow from financing activities:Proceeds from issuance of debt,
net of costs
    
    
    291,056
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    291,056Revolver borrowings
    
    
    
    
    
    
    263,000
    
    
    
    
    
    
    
    
    
    
    
    263,000Revolver repayments
    
    
    
    
    
    
    (281,200
    )
    
    
    
    
    
    
    
    
    
    
    (281,200
    )Repurchase of preferred stock
    
    
    (277,197
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (277,197
    )Debt repayments
    
    
    
    
    
    
    (302,147
    )
    
    
    
    
    
    
    
    
    
    
    (302,147
    )Intercompany transfers
    
    
    (21,524
    )
    
    
    360,314
    
    
    
    (338,790
    )
    
    
    
    
    
    
    Other
    
    
    7,686
    
    
    
    
    
    
    
    (362
    )
    
    
    
    
    
    
    7,324Net cash flow from financing
activities
    
    
    21
    
    
    
    39,967
    
    
    
    (339,152
    )
    
    
    
    
    
    
    (299,164
    )Change in cash
    
    
    21
    
    
    
    (4,807
    )
    
    
    (508
    )
    
    
    
    
    
    
    (5,294
    )Cash at beginning of year
    
    
    
    
    
    
    6,008
    
    
    
    4,747
    
    
    
    
    
    
    
    10,755Cash at end of period
    
    $
    21
    
    
    $
    1,201
    
    
    $
    4,239
    
    
    $
    
    
    
    $
    5,461
 35




---



##### 



12. Subsequent Events
  36




---



##### 



Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Information
  Significant Business Developments
   37




---



##### 



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
    
    
    26,679Dex Media severance and related costs
    
    
    11,416Dex Media vested equity awards
    
    
    77,354Dex Media outstanding debt at fair value
    
    
    5,509,269Total allocable purchase price
    
    $
    9,745,188Estimated allocation of purchase price:Non-compete/directory services license agreements
    
    $
    7,320,000Customer relationships
    
    
    1,085,000Trademarks and other
    
    
    515,000Dex Media net assets acquired
    
    
    218,909Dex Media unbilled customers receivables, net as of
January 31, 2006
    
    
    420,697Estimated profit on acquired sales contracts
    
    
    87,123Fair value adjustments:Eliminate pre-merger deferred revenue
    
    
    113,804Eliminate pre-merger deferred directory costs
    
    
    (207,778
    )Eliminate pre-merger deferred financing costs
    
    
    (106,774
    )
 38




---



##### 



Eliminate Dex Media pre-merger deferred income taxes
    
    
    (62,393
    )Deferred income taxes relating to the Dex Media Merger
    
    
    (2,193,887
    )Fair value of net assets acquired
    
    
    7,189,701Goodwill
    
    
    2,555,487Total allocable purchase price
    
    $
    9,745,188
  Recent Business Developments
  Corporate Overview
 ®  www.bestredyp.com www.chicagolandyp.com
 Segment Reporting
  39




---



##### 



Critical Accounting Estimates
  Allowance for Doubtful Accounts and Sales Claims
  Pension Benefits
  Intangible Assets and Goodwill Valuation and Amortization
  40




---



##### 



Accounting for the Impairment or Disposal of Long-lived
Assets Goodwill and Other Intangible Assets
   New Accounting Pronouncements
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R)
 Fair Value Measurements
 Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements
 41




---



##### 



Accounting for Uncertainty in Income Taxes: An
Interpretation of FASB Statement No. 109
  Collective Bargaining Agreements
  42




---



##### 



RESULTS OF OPERATIONS
Three and Nine months ended September 30, 2006 and 2005
 Factors Affecting Comparability
 Acquisitions
  GAAP Reported Results
 Net Revenue
  Three Months Ended September 30,
    
    Nine Months Ended September 30,(amounts in millions)
    
    2006
    
    2005
    
    $ Change
    
    2006
    
    2005
    
    $ ChangeGross directory advertising
revenue
    
    $
    528.2
    
    
    $
    255.1
    
    
    $
    273.1
    
    
    $
    1,282.4
    
    
    $
    694.2
    
    
    $
    588.2Sales claims and allowances
    
    
    (13.3
    )
    
    
    (2.5
    )
    
    
    (10.8
    )
    
    
    (28.6
    )
    
    
    (6.7
    )
    
    
    (21.9
    )Net directory advertising revenue
    
    
    514.9
    
    
    
    252.6
    
    
    
    262.3
    
    
    
    1,253.8
    
    
    
    687.5
    
    
    
    566.3Other revenue
    
    
    9.3
    
    
    
    2.6
    
    
    
    6.7
    
    
    
    23.2
    
    
    
    8.0
    
    
    
    15.2Total
    
    $
    524.2
    
    
    $
    255.2
    
    
    $
    269.0
    
    
    $
    1,277.0
    
    
    $
    695.5
    
    
    $
    581.5
  43




---



##### 



Expenses
  Three Months Ended September 30,
    
    Nine Months Ended September 30,(amounts in millions)
    
    2006
    
    2005
    
    $ Change
    
    2006
    
    2005
    
    $ ChangeOperating expenses
    
    $
    260.0
    
    
    $
    114.4
    
    
    $
    145.6
    
    
    $
    673.2
    
    
    $
    323.3
    
    
    $
    349.9G&A expenses
    
    
    34.5
    
    
    
    16.6
    
    
    
    17.9
    
    
    
    114.5
    
    
    
    44.6
    
    
    
    69.9D&A expenses
    
    
    85.1
    
    
    
    21.5
    
    
    
    63.6
    
    
    
    233.2
    
    
    
    63.7
    
    
    
    169.5Total
    
    $
    379.6
    
    
    $
    152.5
    
    
    $
    227.1
    
    
    $
    1,020.9
    
    
    $
    431.6
    
    
    $
    589.3
  44




---



##### 



Operating Expenses
  Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2006
    
    2006(amounts in millions)
    
    $ Change
    
    $ ChangeExpenses recorded for the three and nine months
ended September 30, 2006 related to the Dex Media
Business
    
    $
    120.9
    
    
    $
    278.9Expenses related to the AT&T Directory Business excluded
from 2005 periods due to purchase accounting from the
AT&T Directory Acquisition
    
    
    0.8
    
    
    
    14.8Increased cost uplift expense
    
    
    15.5
    
    
    
    27.2Stock-based compensation expense resulting from the
adoption of SFAS No. 123(R)
    
    
    3.5
    
    
    
    12.8Increased internet production and distribution costs
    
    
    3.3
    
    
    
    11.5Increased sales costs
    
    
    2.0
    
    
    
    5.6All other
    
    
    (0.4
    )
    
    
    (0.9
    )Total increase in
operating expenses for
the three and nine months
ended September 30, 2006,
compared to the same
periods in 2005
    
    $
    145.6
    
    
    $
    349.9
    45




---



##### 



General and Administrative Expenses
  Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2006
    
    2006(amounts in millions)
    
    $ Change
    
    $ ChangeIncreased general and administrative expenses
related to the Dex Media Business
    
    $
    16.6
    
    
    $
    53.1Stock-based compensation expense resulting from the
adoption of SFAS No. 123(R)
    
    
    6.4
    
    
    
    22.8All other general and administrative expenses
    
    
    (5.1
    )
    
    
    (6.0
    )Total increase in
general and
administrative
expenses for the three
and nine months ended
September 30, 2006,
compared to the same
periods in 2005
    
    $
    17.9
    
    
    $
    69.9
   46




---



##### 



Depreciation and Amortization
  Operating Income
  Three Months Ended September 30,
    
    Nine Months Ended September 30,(amounts in millions)
    
    2006
    
    2005
    
    $ Change
    
    2006
    
    2005
    
    $ ChangeTotal
    
    $
    144.6
    
    
    $
    102.7
    
    
    $
    41.9
    
    
    $
    256.1
    
    
    $
    263.9
    
    
    
    ($7.8
    )
    47




---



##### 



Interest Expense, Net
  Income Taxes
  Net (Loss) Income, (Loss) Income Available to Common Shareholders and (Loss) Earnings Per Share
   48




---



##### 



Earnings Per Share,
 Adjusted, Adjusted Pro Forma and Combined Adjusted Amounts and Other Non-GAAP Measures
  49




---



##### 



Three months ended September 30, 2006Reported(amounts in millions)
    
    GAAP
    
    Adjustments
    
    AdjustedNet revenue
    
    $
    524.2
    
    
    $
    141.6
    (1)
    
    $
    665.8Expenses, other than
depreciation and amortization
    
    
    294.5
    
    
    
    3.9
    (2)
    
    
    298.4Depreciation and amortization
    
    
    85.1
    
    
    
    
    
    
    
    85.1Operating income
    
    $
    144.6
    
    
    $
    137.7
    
    
    $
    282.3
 Three months ended September 30, 2005Reported
    
    
    
    
    
    Dex Media
    
    Combined(amounts in millions)
    
    GAAP
    
    Adjustments
    
    GAAP
    
    AdjustedNet revenue
    
    $
    255.2
    
    
    $
    5.5
    (4)
    
    $
    418.3
    (6)
    
    $
    679.0Expenses, other than
depreciation and amortization
    
    
    131.0
    
    
    
    (18.1
    )(5)
    
    
    188.0
    (6)
    
    
    300.9Depreciation and amortization
    
    
    21.5
    
    
    
    
    
    
    
    95.4
    (6)
    
    
    116.9Operating income
    
    $
    102.7
    
    
    $
    23.6
    
    
    $
    134.9
    
    
    $
    261.2
 Nine months ended September 30, 2006Reported
    
    
    
    
    
    Adjusted(amounts in millions)
    
    GAAP
    
    Adjustments
    
    Pro FormaNet revenue
    
    $
    1,277.0
    
    
    $
    741.9
    (1)
    
    $
    2,018.9Expenses, other than
depreciation and amortization
    
    
    787.7
    
    
    
    128.8
    (2)
    
    
    916.5Depreciation and amortization
    
    
    233.2
    
    
    
    20.5
    (3)
    
    
    253.7Operating income
    
    $
    256.1
    
    
    $
    592.6
    
    
    $
    848.7
 50




---



##### 



Nine months ended September 30, 2005Reported
    
    
    
    
    
    Dex Media
    
    Combined(amounts in millions)
    
    GAAP
    
    Adjustments
    
    GAAP
    
    AdjustedNet revenue
    
    $
    695.5
    
    
    $
    85.0
    (4)
    
    $
    1,244.4
    (6)
    
    $
    2,024.9Expenses, other than
depreciation and amortization
    
    
    367.9
    
    
    
    (39.9
    )(5)
    
    
    549.8
    (6)
    
    
    877.8Depreciation and amortization
    
    
    63.7
    
    
    
    
    
    
    
    282.4
    (6)
    
    
    346.1Operating income
    
    $
    263.9
    
    
    $
    124.9
    
    
    $
    412.2
    
    
    $
    801.0
 
 (1)
    
    Represents revenue for Dex Media directories that published prior to the Dex Media Merger,
which would have been recognized during the period absent purchase accounting required under
GAAP. The nine months ended September 30, 2006 also includes revenue for January 2006 as
reported by Dex Media.(2)
    
    Represents (a) expenses for Dex Media directories that published prior to the Dex Media
Merger, which would have been recognized during the period absent purchase accounting required
under GAAP, and for the nine months ended September 30, 2006, expenses for January 2006 as
reported by Dex Media, (b) exclusion of transaction expenses reported by Dex Media in January
2006 directly related to the Dex Media Merger and (c) the exclusion of cost uplift recorded in
purchase accounting for the AT&T Acquisition and the Dex Media Merger.(3)
    
    Represents the additional amortization expense related to the identifiable intangible assets
acquired in the Dex Media Merger over their estimated useful lives, assuming the Dex Media
Merger was consummated on January 1, 2006.(4)
    
    Represents revenue 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.(5)
    
    Represents elimination of cost uplift for the AT&T Acquisition, net of expenses for AT&T
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.(6)
    
    Represents net revenue, expenses and depreciation and amortization reported by Dex Media on a
GAAP basis for the three and nine months ended September 30, 2005. 51




---



##### 



2006 Adjusted and Adjusted Pro Forma Revenue Compared to 2005 Combined Adjusted Revenue
  Three Months Ended September 30, 2006Dex MediaReported
    
    Merger(amounts in millions)
    
    GAAP
    
    Adjustments
    
    AdjustedGross directory advertising revenue
    
    $
    528.2
    
    
    $
    146.0
    (1)
    
    $
    674.2Sales claims and allowances
    
    
    (13.3
    )
    
    
    (7.0
    )(1)
    
    
    (20.3
    )Net directory advertising revenue
    
    
    514.9
    
    
    
    139.0
    
    
    
    653.9Other revenue
    
    
    9.3
    
    
    
    2.6
    (2)
    
    
    11.9Net revenue
    
    $
    524.2
    
    
    $
    141.6
    
    
    $
    665.8
 Three Months Ended September 30, 2005AT&TDirectoryReported
    
    Acquisition
    
    Dex Media
    
    Combined(amounts in millions)
    
    GAAP
    
    Adjustments
    
    GAAP
    
    AdjustedGross directory advertising revenue
    
    $
    255.1
    
    
    $
    5.5
    (3)
    
    $
    405.5
    (4)
    
    $
    666.1Sales claims and allowances
    
    
    (2.5
    )
    
    
    
    
    
    
    
    
    
    
    (2.5
    )Net directory advertising revenue
    
    
    252.6
    
    
    
    5.5
    
    
    
    405.5
    
    
    
    663.6Other revenue
    
    
    2.6
    
    
    
    
    
    
    
    12.8
    (4)
    
    
    15.4Net revenue
    
    $
    255.2
    
    
    $
    5.5
    
    
    $
    418.3
    
    
    $
    679.0
 Nine Months Ended September 30, 2006Dex MediaReported
    
    Merger
    
    Adjusted Pro(amounts in millions)
    
    GAAP
    
    Adjustments
    
    FormaGross directory advertising revenue
    
    $
    1,282.4
    
    
    $
    750.3
    (1)
    
    $
    2,032.7Sales claims and allowances
    
    
    (28.6
    )
    
    
    (21.5
    )(1)
    
    
    (50.1
    )Net directory advertising revenue
    
    
    1,253.8
    
    
    
    728.8
    
    
    
    1,982.6Other revenue
    
    
    23.2
    
    
    
    13.1
    (2)
    
    
    36.3Net revenue
    
    $
    1,277.0
    
    
    $
    741.9
    
    
    $
    2,018.9
 52




---



##### 



Nine Months Ended September 30, 2005AT&TDirectoryReported
    
    Acquisition
    
    Dex Media
    
    Combined(amounts in millions)
    
    GAAP
    
    Adjustments
    
    GAAP
    
    AdjustedGross directory advertising revenue
    
    $
    694.2
    
    
    $
    85.5
    (3)
    
    $
    1,210.5
    (4)
    
    $
    1,990.2Sales claims and allowances
    
    
    (6.7
    )
    
    
    (0.5
    )(3)
    
    
    
    
    
    
    (7.2
    )Net directory advertising revenue
    
    
    687.5
    
    
    
    85.0
    
    
    
    1,210.5
    
    
    
    1,983.0Other revenue
    
    
    8.0
    
    
    
    
    
    
    
    33.9
    (4)
    
    
    41.9Net revenue
    
    $
    695.5
    
    
    $
    85.0
    
    
    $
    1,244.4
    
    
    $
    2,024.9
 
 (1)
    
    Represents gross directory advertising revenue and sales claims and allowances for Dex
Media directories that published prior to the Dex Media Merger, 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.(3)
    
    Represents gross directory advertising revenue and sales claims and allowances for AT&T
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. Prior to the Dex Media Merger, Dex Media only reported directory advertising revenue net of sales claims and allowances.  2006 Adjusted and Adjusted Pro Forma Expenses Compared to 2005 Combined Adjusted Expenses
  53




---



##### 



Three Months
    
    Nine MonthsEnded September
    
    Ended September30, 2006
    
    30, 2006(amounts in millions)
    
    $ Change
    
    $ ChangeStock-based compensation expense resulting from
adoption of SFAS No. 123 (R)
    
    $
    9.9
    
    
    $
    35.6Increased Internet production and distribution costs
    
    
    5.0
    
    
    
    17.5Increased advertising costs
    
    
    3.1
    
    
    
    9.6Increased print, paper and distribution costs
    
    
    2.1
    
    
    
    5.2Decreased general corporate expenses
    
    
    (13.7
    )
    
    
    (16.2
    )Decreased marketing costs
    
    
    (3.7
    )
    
    
    (12.8
    )All other
    
    
    (5.2
    )
    
    
    (0.2
    )Total (decrease) increase in adjusted and adjusted
pro forma operating and G&A expenses for the three
and nine months ended September 30, 2006,
respectively, compared to the same periods in 2005
combined adjusted operating and G&A expenses
    
    $
    (2.5
    )
    
    $
    38.7
    2006 Adjusted and Adjusted Pro Forma Operating Income Compared to 2005 Combined Adjusted Operating
Income
  54




---



##### 



Advertising Sales
   55




---



##### 



Three Months Ended September 30,
    
    
    Nine Months Ended September 30,(amounts in millions, except percentages)
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Reconciliation of advertising sales to net revenue
- GAAP, net revenue - adjusted and adjusted pro
forma and net revenue combined adjustedRHD advertising sales disclosed in September 30,
2005 Form 10-Q
    
    
    
    
    
    $
    223.6
    
    
    
    
    
    
    $
    733.4Dex Media advertising sales for the three and nine
months ended September 30, 2005, disclosed in Dex
Medias third quarter 2005 press release
    
    
    
    
    
    
    421.7
    
    
    
    
    
    
    
    1,331.8Adjustments for changes in publication dates and
definition of advertising sales
    
    
    
    
    
    
    (100.7
    )
    
    
    
    
    
    
    (63.5
    )RHD combined adjusted advertising sales
    
    
    
    
    
    
    544.6
    
    
    
    
    
    
    
    2,001.7RHD adjusted advertising sales
    
    $
    533.9RHD adjusted pro forma advertising sales
    
    
    
    
    
    
    
    
    
    $
    1,965.6Advertising sales percentage change over prior year
    
    
    (2.0
    %)
    
    
    
    
    
    
    (1.8
    %)Less (a) pre-acquisition Dex Media advertising
sales not recognized as current period revenue and
(b) total current period advertising sales not
recognized as revenue due to the deferral method
of accounting, plus (c) total net revenue reported
in the period for advertising sales from prior
periods.
    
    
    (19.0
    )
    
    
    (292.0
    )
    
    
    (711.8
    )
    
    
    (1,314.2
    )Net directory advertising revenue
    
    
    514.9
    
    
    
    252.6
    
    
    
    1,253.8
    
    
    
    687.5Other revenue
    
    
    9.3
    
    
    
    2.6
    
    
    
    23.2
    
    
    
    8.0Net revenue - GAAP
    
    
    524.2
    
    
    
    255.2
    
    
    
    1,277.0
    
    
    
    695.5Plus net revenue from directories that published
prior to the AT&T Acquisition and the Dex Media
Merger that would have been recognized during the
period absent purchase accounting adjustments
required under GAAP
    
    
    141.6
    
    
    
    5.5
    
    
    
    741.9
    
    
    
    85.0Net revenue - adjusted
    
    $
    665.8Net revenue  adjusted pro forma
    
    
    
    
    
    
    
    
    
    $
    2,018.9Dex Media net revenue  GAAP from Dex Medias Form
10-Q for the nine months ended September 30, 2005
    
    
    
    
    
    
    418.3
    
    
    
    
    
    
    
    1,244.4Net revenue - combined adjusted
    
    
    
    
    
    $
    679.0
    
    
    
    
    
    
    $
    2,024.9
 56




---



##### 



LIQUIDITY AND CAPITAL RESOURCES
  September 30, 2006
    
    December 31, 2005RHD6.875% Senior Notes due 2013
    
    $
    300,000
    
    
    $
    300,0006.875% Series A-1 Senior Discount Notes due 2013
    
    
    334,413
    
    
    
    6.875% Series A-2 Senior Discount Notes due 2013
    
    
    604,692
    
    
    
    8.875% Series A-3 Senior Notes due 2016
    
    
    1,210,000
    
    
    
    R.H. Donnelley Inc. (RHDI)Credit Facility
    
    
    1,968,736
    
    
    
    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
    
    
    513,723
    
    
    
    
    *9% Senior Discount Notes due 2013
    
    
    649,376
    
    
    
    
    *Dex Media EastCredit Facility
    
    
    679,482
    
    
    
    
    *9.875% Senior Notes due 2009
    
    
    478,034
    
    
    
    
    *12.125% Senior Subordinated Notes due 2012
    
    
    390,523
    
    
    
    
    *Dex Media WestCredit Facility
    
    
    1,533,086
    
    
    
    
    *8.5% Senior Notes due 2010
    
    
    403,917
    
    
    
    
    *5.875% Senior Notes due 2011
    
    
    8,788
    
    
    
    
    *9.875% Senior Subordinated Notes due 2013
    
    
    833,724
    
    
    
    
    *Total RHD Consolidated
    
    
    10,516,428
    
    
    
    3,078,849Less current portion
    
    
    364,079
    
    
    
    100,234Long-term debt
    
    $
    10,152,349
    
    
    $
    2,978,615
 
 *
    
    The debt balances acquired as a result of the Dex Media Merger were not obligations of RHD at
December 31, 2005. 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 and (ii) the Federal Funds Effective Rate (as defined) plus
0.50%, and in each case, plus a 0.25% margin on the RHDI Revolver and Term Loan A-4 and a
0.50% margin on Term Loan D-1 and Term Loan D-2; or
 57




---



##### 




    
    The LIBOR rate plus a 1.25% margin on the RHDI 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. and (ii) the Federal Funds Effective Rate (as defined) plus 0.50%, and
in each case, plus a 0.25% margin on the Dex Media East Revolver and Term Loan A and a
0.50% margin on Term Loan B; or
    
    The LIBOR rate plus a 1.25% margin on the Dex Media East 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.
 Dex Media West
   
    
    The higher of (i) the base rate determined by the Administrative Agent, JP Morgan
Chase Bank, N.A., and (ii) the Federal Funds Effective Rate (as defined) plus 0.50%,
and in each case, plus a 0.25% margin on the Dex Media West Revolver and Term Loan A
and a 0.50% margin on Term Loan B-1 and Term Loan B-2; or
 58




---



##### 




    
    The LIBOR rate plus a 1.25% margin on the Dex Media West 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
 th th
 th th th th
  RHDI
  59




---



##### 



Dex Media, Inc.
 th th
 th th
 Dex Media East
 th th
 th th
 Dex Media West
 th th
 th th
 th th
 60




---



##### 



Sources:
    
    (Dollars in thousands)RHD Series A-1 Senior Discount Notes due 2013
    
    $
    332,081RHD Series A-2 Senior Discount Notes due 2013
    
    
    600,475RHD 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.  61




---



##### 



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
     
    
    $186.9 million in net loss.
 
    
    $225.4 million of net non-cash charges primarily consisting of $233.2 million of
depreciation and amortization, $47.9 million in bad debt provision, $35.6 million of
stock-based compensation expense and $23.4 million in other non-cash charges, offset by
a $114.7 million change in deferred taxes.
    
    $550.0 million net source of cash from a $581.3 million increase in deferred
directory revenue, offset by an increase in accounts receivable of $31.3 million. The
change in deferred revenue and accounts receivable are analyzed together given the fact
that when a directory is published, the annual billable 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. 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 of the rights associated with the collection of amounts due
under the advertising contracts executed prior to the Dex Media Merger.
    
    $32.3 million net use of cash from an increase in other assets, consisting of a $43.5
million increase in prepaid expenses, primarily relating to deferred directory costs
associated with directories not yet published, offset by a $11.2 million decrease in
other current and non-current assets, primarily relating to changes in the fair value of
the Companys interest rate swap agreements.
 62




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##### 




    
    $0.2 million net use of cash from a decrease in accounts payable and accrued
liabilities, primarily reflecting a $38.2 million decrease in accrued liabilities,
including accrued salaries and related bonuses, and a $1.0 million decrease in trade
accounts payable, offset by a $39.0 million increase in accrued interest payable on
outstanding debt.
    
    $10.4 million net source of cash from an increase in other non-current liabilities,
including pension and postretirement long-term liabilities.
  
    
    $41.9 million used to purchase fixed assets, primarily computer equipment, software
and leasehold improvements.
    
    $1,901.4 million in cash payments primarily in connection with the Dex Media Merger,
including merger fees net of cash received from Dex Media.
  
    
    $2,514.4 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 $72.3 million.
    
    $1,315.2 million in principal payments on debt borrowed under each of the credit
facilities. Of this amount, $212.4 million represents scheduled principal payments,
$210.0 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 $600.9 million represents
principal payments on each of the revolvers.
    
    $336.8 million used to repurchase the remaining 100,301 shares of our Preferred Stock
in January 2006 and to redeem preferred stock purchase rights under our stockholder
rights plan in May 2006.
    
    $639.4 million source in borrowings under the revolvers.
    
    $23.6 million in proceeds from the exercise of employee stock options.
    
    $3.2 million in the decreased balance of checks not yet presented for payment.
  
    
    $54.9 million in net income.
    
    $145.1 million of net non-cash charges reflecting a source of cash, consisting of
$63.7 million of depreciation and amortization, $21.2 million in bad debt provision,
$43.3 million in deferred taxes, $4.4 million of stock-based compensation expense and
$12.5 million in other non-cash charges.
 63




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##### 




    
    $63.1 million net source of cash from a $41.1 million increase in deferred directory
revenue plus a decrease in accounts receivable of $22.0 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.
    
    $46.7 million net source of cash from a decrease in other assets, reflecting a net
decrease in deferred directory costs of $37.6 million, consisting of an increase in
deferred directory costs of $17.1 million offset by $54.7 million in amortization of
deferred directory costs relating to directories that were scheduled to publish
subsequent to the AT&T Directory Acquisition, and a $9.1 million decrease in prepaid
expenses. Deferred directory costs represent cash payments for certain costs associated
with the publication of directories. Since deferred directory costs are initially
deferred when incurred, the cash payments are made prior to the expense being
recognized.
    
    $11.6 million net source of cash from an increase in accounts payable and accrued
liabilities, reflecting a $29.0 million increase in accrued interest payable on
outstanding debt, offset by a $17.4 million decrease in accounts payable and accrued
liabilities.
    
    $7.1 million net use of cash resulting from a decrease in other non-current
liabilities comprised of a $13.5 million current tax benefit offset by a net increase in
other non-current liabilities of $6.4 million, which includes a $4.7 million increase to
the restructuring reserve relating to the AT&T Directory Business.
   
    
    $291.1 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.
    
    $18.2 million reduction in the Revolver balance consisting of $281.2 million of
Revolver repayments (including $41.2 million from the outstanding Revolver balance
at December 31, 2004) less $263.0 million in borrowings.
    
    $302.2 million of other debt repayments including $92.2 million in scheduled and
mandatory payments and $210.0 million in pre-payments.
    
    $0.3 million in the decreased value of checks not presented for payment.
    
    $7.7 million in proceeds from the exercise of employee stock options.
 64




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##### 



Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk and Risk Management
  Effective Dates
    
    Notional Amount
    
    
    Pay Rates
    
    Maturity Dates(amounts in millions)April 1, 2003
    
    $
    255
    (3)
    
    2.850%
    
    March 31, 2007May 8, 2003
    
    
    125
    (2), (7)
    
    3.638% - 4.085%
    
    November 8, 2007 - May 8, 2008September 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 23, 2008October 20, 2004
    
    
    100
    (1), (8)
    
    3.513%
    
    October 20, 2006October 26, 2004
    
    
    200
    (3), (8)
    
    3.315% - 3.449%
    
    October 26, 2006December 20, 2005
    
    
    300
    (6)
    
    4.74% - 4.752%
    
    December 20, 2007 - December 22, 2008February 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)
    
    5.010%
    
    March 10, 2008May 25, 2006
    
    
    300
    (3)
    
    5.326%
    
    May 26, 2009May 26, 2006
    
    
    200
    (2)
    
    5.2725% -5.275%
    
    May 26, 2009May 31, 2006
    
    
    100
    (2)
    
    5.295% - 5.312%
    
    May 31, 2008 - May 31, 2009June 12, 2006
    
    
    400
    (5)
    
    5.27% - 5.295%
    
    June 12, 2008 - June 12, 2009Total
    
    $
    3,280
 
 (1)
    
    Consists of one swap.(2)
    
    Consists of two swaps.(3)
    
    Consists of three swaps.(4)
    
    Consists of four swaps.(5)
    
    Consists of five swaps.(6)
    
    Consists of six swaps.(7)
    
    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.(8)
    
    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. 65




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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 the 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.(b)
    
    Changes in Internal Control Over Financial Reporting.There
have been no 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.
 66




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##### 



PART II. OTHER INFORMATION
 
      
 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.
 67




---



##### 



Exhibit No.
    
    Document2.4#
    
    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)3.2
    
    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 (incorporated by reference to Exhibit 3.4 to the Companys
Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission
on May 10, 2006, Commission File No. 001-07155).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) This agreement is
no longer in effect.
 68




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##### 



Exhibit No.
    
    Document4.2
    
    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) This agreement is no longer in effect.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) This agreement is no longer in effect.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) This
agreement is no longer in effect.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
(incorporated by reference to Exhibit 4.5 to the Companys Quarterly Report on
Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2006,
Commission File No. 001-07155).4.6
    
    Form of Warrant Agreement, dated January 3, 2003, between the Company and
investment partnerships affiliated with The Goldman Sachs Group, Inc
(incorporated by reference to Exhibit 4.6 to the Companys Quarterly Report on
Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2006,
Commission File No. 001-07155).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)4.9
    
    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)
 69




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##### 



Exhibit No.
    
    Document4.11
    
    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)4.19
    
    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)
 70




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##### 



Exhibit No.
    
    Document4.21
    
    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)4.30
    
    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)
 71




---



##### 



Exhibit No.
    
    Document4.33
    
    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)4.41
    
    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)
 72




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##### 



Exhibit No.
    
    Document4.44#
    
    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)4.53
    
    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)
 73




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##### 



Exhibit No.
    
    Document10.1#
    
    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)10.7#
    
    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)
 74




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##### 



Exhibit No.
    
    Document10.9
    
    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)10.17^
    
    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 Plan (incorporated by
reference to Exhibit 10.19 to the Companys Quarterly Report on Form 10-Q, filed
with the Securities and Exchange Commission on May 10, 2006, Commission File No.
001-07155)10.20^
    
    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)
 75




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##### 



Exhibit No.
    
    Document10.21^
    
    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)10.29^
    
    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*^
    
    Separation Agreement and Release, dated as of May 5, 2006, by and between the
Company and George A. Burnett
 76




---



##### 



Exhibit No.
    
    Document10.33^
    
    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)10.34^
    
    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)10.35
    
    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.10.36
    
    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.10.37
    
    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.10.38#
    
    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#
    
    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) This
Agreement is no longer in effect.10.40#
    
    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) This Agreement is no longer in effect.10.41#
    
    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) This Agreement is
no longer in effect.
 77




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##### 



Exhibit No.
    
    Document10.42
    
    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)10.43
    
    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) This Agreement is no longer in effect.10.44
    
    Directory Services License Agreement, dated as of May 16, 2006, by and among R.H.
Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory
Company, Embarq Corporation, Embarq Directory Trademark Company, LLC and certain
subsidiaries of Embarq Corporation formerly constituting Sprint Local
Telecommunications Division (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 May 19, 2006)10.45
    
    Trademark License Agreement, dated as of May 16, 2006, by and among R.H.
Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory
Company and Embarq Directory Trademark Company, LLC (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 May 19, 2006)10.46
    
    Publisher Trademark License Agreement, dated as of May 16, 2006, by and among
R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley
Directory Company and Embarq Corporation (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 May 19, 2006)10.47
    
    Non-Competition Agreement, dated as of May 16, 2006, by and among R.H. Donnelley
Corporation, R.H. Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H.
Donnelley Directory Company, Embarq Corporation, Embarq Directory Trademark
Company, LLC and certain subsidiaries of Embarq Corporation formerly constituting
Sprint Local Telecommunications Division (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 May 19, 2006)10.48
    
    Subscriber Listings Agreement, dated as of May 16, 2006, by and among R.H.
Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley Directory
Company, Embarq Corporation and certain subsidiaries of Embarq Corporation
formerly constituting Sprint Local Telecommunications Division (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 May 19, 2006)10.49
    
    Warrant Purchase Agreement, dated as of November 2, 2006, by and among the
Company and certain investment partnerships affiliated with The Goldman Sachs
Group, Inc. (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 November
2, 2006)
 78




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##### 



Exhibit No.
    
    Document10.50
    
    Standstill Agreement, dated as of May 16, 2006, by and between R.H. Donnelley
Publishing & Advertising, Inc. and Embarq Corporation (incorporated by reference
to Exhibit 10.11 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on May 19, 2006)10.51#
    
    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)10.52
    
    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)10.53
    
    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)10.54
    
    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)10.55
    
    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)10.56
    
    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)10.57
    
    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)10.58
    
    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)
 79




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##### 



Exhibit No.
    
    Document10.59
    
    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)10.60
    
    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)10.61#
    
    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)10.62
    
    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)10.63
    
    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)10.64
    
    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)10.65#
    
    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)
 80




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##### 



Exhibit No.
    
    Document10.66
    
    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)10.67
    
    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)10.68
    
    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)10.69
    
    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)10.70
    
    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)10.71#
    
    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)10.72
    
    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)
 81




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##### 



Exhibit No.
    
    Document10.73
    
    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)10.74
    
    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)10.75
    
    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)10.76
    
    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)10.77#
    
    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)10.78
    
    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)10.79#
    
    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.
 82




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##### 



Exhibit No.
    
    Document10.80
    
    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.10.81
    
    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.10.82
    
    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.10.83
    
    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.10.84
    
    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)10.85
    
    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)
 83




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##### 



Exhibit No.
    
    Document10.86#
    
    Amended and Restated Credit Agreement, dated January 31, 2006, by and among Dex
Media, Inc. (f/k/a Forward Acquisition Corp.), Dex Media West, Inc., Dex Media
West LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the other
entities from time to time parties thereto (incorporated by reference to Exhibit
10.1 to Dex Media, Inc.s Current Report on Form 8-K, filed with the Securities
and Exchange Commission on February 6, 2006, Commission File No. 333-131626)10.87
    
    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)10.88#
    
    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)10.89
    
    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)10.90
    
    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)10.91
    
    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)10.92
    
    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)10.93
    
    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)10.94#
    
    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)10.95^
    
    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)
 84




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##### 



Exhibit No.
    
    Document10.96
    
    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)10.97
    
    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)10.98
    
    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)10.99
    
    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)10.100
    
    Letter from Sprint Nextel Corporation dated as of May 16, 2006 acknowledging
certain matters with respect to the Non-Competition Agreement described above as
Exhibit 10.41 (incorporated by reference to Exhibit 10.12 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange Commission on
May 19, 2006, Commission File No. 001-07155).31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended September 30,
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 September 30,
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 September 30,
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. 85




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##### 



SIGNATURES
  R.H. DONNELLEY CORPORATIONDate: November 8, 2006
    
    By:
    
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and Chief Financial Officer(Principal Financial Officer)Date: November 8, 2006
    
    By:
    
    /s/ Jeffrey A. SmithJeffrey A. SmithVice President and Controller(Principal Accounting Officer)
 86




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##### 



Exhibit Index
 Exhibit No.
    
    Document10.32*
    
    Separation Agreement and Release Agreement, dated as of May 5,
2006, by and between the Company and George A. Burnett31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
September 30, 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
September 30, 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
September 30, 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. 87