##### Table of Contents



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, 2007
 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 October 15, 2007Common Stock, par value $1 per share
    
    71,271,594




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##### 



R.H. DONNELLEY CORPORATION
 INDEX TO FORM 10-Q
  PART I. FINANCIAL INFORMATION
    
    

    PAGEItem 1. Financial Statements (Unaudited)Condensed Consolidated Balance Sheets at September 30, 2007 and December
31, 2006
    
    
    3Condensed Consolidated Statements of Operations and Comprehensive Income
(Loss) for the three and nine months ended September 30, 2007 and 2006
    
    
    4Condensed Consolidated Statements of Cash Flows for the nine months ended
September 30, 2007 and 2006
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    45Item 4. Controls and Procedures
    
    
    46PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    47Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    47Item 6. Exhibits
    
    
    48SIGNATURES
    
    
    49Exhibit 31.1Exhibit 31.2Exhibit 32.1
  2




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
  R.H. Donnelley Corporation and Subsidiaries
 
 Condensed Consolidated Balance Sheets (Unaudited)
 September 30,
    
    December 31,(in thousands, except share and per share data)
    
    2007
    
    2006AssetsCurrent AssetsCash and cash equivalents
    
    $
    19,042
    
    
    $
    156,249Accounts receivableBilled
    
    
    246,112
    
    
    
    248,334Unbilled
    
    
    835,067
    
    
    
    842,869Allowance for doubtful accounts and sales claims
    
    
    (44,121
    )
    
    
    (42,952
    )Net accounts receivable
    
    
    1,037,058
    
    
    
    1,048,251Deferred directory costs
    
    
    198,350
    
    
    
    211,822Short-term deferred income taxes, net
    
    
    61,766
    
    
    
    Prepaid expenses and other current assets
    
    
    99,764
    
    
    
    115,903Total current assets
    
    
    1,415,980
    
    
    
    1,532,225Fixed assets and computer software, net
    
    
    184,273
    
    
    
    159,362Other non-current assets
    
    
    125,317
    
    
    
    141,619Intangible assets, net
    
    
    11,269,967
    
    
    
    11,477,996Goodwill
    
    
    3,110,295
    
    
    
    2,836,266Total Assets
    
    $
    16,105,832
    
    
    $
    16,147,468Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    180,790
    
    
    $
    169,490Accrued interest
    
    
    145,510
    
    
    
    179,419Deferred directory revenue
    
    
    1,167,677
    
    
    
    1,197,796Short-term deferred income taxes, net
    
    
    
    
    
    
    79,882Current portion of long-term debt
    
    
    454,191
    
    
    
    382,631Total current liabilities
    
    
    1,948,168
    
    
    
    2,009,218Long-term debt
    
    
    9,746,729
    
    
    
    10,020,521Deferred income taxes, net
    
    
    2,295,006
    
    
    
    2,099,102Other non-current liabilities
    
    
    188,840
    
    
    
    197,871Total liabilities
    
    
    14,178,743
    
    
    
    14,326,712Commitments and contingenciesShareholders EquityCommon stock, par value $1 per share, 400,000,000 shares authorized, 88,169,275
shares issued
    
    
    88,169
    
    
    
    88,169Additional paid-in capital
    
    
    2,391,969
    
    
    
    2,341,009Accumulated deficit
    
    
    (373,402
    )
    
    
    (437,496
    )Treasury stock, at cost, 16,912,367 shares at September 30, 2007 and 17,704,558
shares at December 31, 2006
    
    
    (160,678
    )
    
    
    (161,470
    )Accumulated other comprehensive loss
    
    
    (18,969
    )
    
    
    (9,456
    )Total shareholders equity
    
    
    1,927,089
    
    
    
    1,820,756Total Liabilities and Shareholders Equity
    
    $
    16,105,832
    
    
    $
    16,147,468
  3




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R.H. Donnelley Corporation and Subsidiaries
 
 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
 Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,(in thousands, except per share data)
    
    2007
    
    2006
    
    2007
    
    2006Net revenue
    
    $
    669,939
    
    
    $
    524,191
    
    
    $
    1,999,332
    
    
    $
    1,277,020ExpensesCost of revenue (exclusive of depreciation and
amortization shown separately below)
    
    
    286,574
    
    
    
    260,047
    
    
    
    866,206
    
    
    
    673,236General and administrative expenses
    
    
    34,326
    
    
    
    34,497
    
    
    
    104,770
    
    
    
    114,511Depreciation and amortization
    
    
    111,569
    
    
    
    85,060
    
    
    
    323,748
    
    
    
    233,225Total expenses
    
    
    432,469
    
    
    
    379,604
    
    
    
    1,294,724
    
    
    
    1,020,972Operating income
    
    
    237,470
    
    
    
    144,587
    
    
    
    704,608
    
    
    
    256,048Interest expense, net
    
    
    (201,103
    )
    
    
    (201,768
    )
    
    
    (601,740
    )
    
    
    (557,657
    )Income (loss) before income taxes
    
    
    36,367
    
    
    
    (57,181
    )
    
    
    102,868
    
    
    
    (301,609
    )(Provision) benefit for income taxes
    
    
    (18,242
    )
    
    
    21,796
    
    
    
    (43,871
    )
    
    
    114,679Net income (loss)
    
    
    18,125
    
    
    
    (35,385
    )
    
    
    58,997
    
    
    
    (186,930
    )Preferred dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,974
    )Gain on repurchase of redeemable convertible
preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,195Income (loss) available to common shareholders
    
    $
    18,125
    
    
    $
    (35,385
    )
    
    $
    58,997
    
    
    $
    (157,709
    )Earnings (loss) per share:Basic
    
    $
    0.25
    
    
    $
    (0.51
    )
    
    $
    0.83
    
    
    $
    (2.42
    )Diluted
    
    $
    0.25
    
    
    $
    (0.51
    )
    
    $
    0.82
    
    
    $
    (2.42
    )Shares used in computing earnings (loss) per share:Basic
    
    
    71,170
    
    
    
    69,961
    
    
    
    70,833
    
    
    
    65,141Diluted
    
    
    72,177
    
    
    
    69,961
    
    
    
    71,926
    
    
    
    65,141Comprehensive Income (Loss)Net income (loss)
    
    $
    18,125
    
    
    $
    (35,385
    )
    
    $
    58,997
    
    
    $
    (186,930
    )Unrealized loss on interest rate swaps, net of tax
    
    
    (10,242
    )
    
    
    (21,597
    )
    
    
    (10,622
    )
    
    
    (9,106
    )Benefit plans adjustment, net of tax
    
    
    371
    
    
    
    
    
    
    
    1,109
    
    
    
    Comprehensive income (loss)
    
    $
    8,254
    
    
    $
    (56,982
    )
    
    $
    49,484
    
    
    $
    (196,036
    )
  4




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R.H. Donnelley Corporation and Subsidiaries
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
 Nine months endedSeptember 30,(in thousands)
    
    2007
    
    2006Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    58,997
    
    
    $
    (186,930
    )Reconciliation of net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    323,748
    
    
    
    233,225Deferred income tax provision (benefit)
    
    
    36,648
    
    
    
    (114,679
    )Provision for bad debts
    
    
    61,121
    
    
    
    47,884Stock based compensation expense
    
    
    30,013
    
    
    
    35,621Other non-cash charges
    
    
    37,930
    
    
    
    23,381Changes in assets and liabilities, net of effects from acquisitions:(Increase) in accounts receivable
    
    
    (49,647
    )
    
    
    (31,317
    )Decrease (increase) in other assets
    
    
    34,629
    
    
    
    (32,291
    )(Decrease) in accounts payable and accrued liabilities
    
    
    (41,406
    )
    
    
    (198
    )(Decrease) increase in deferred directory revenue
    
    
    (30,813
    )
    
    
    581,271Increase in other non-current liabilities
    
    
    9,114
    
    
    
    10,451Net cash provided by operating activities
    
    
    470,334
    
    
    
    566,418Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (61,819
    )
    
    
    (41,897
    )Acquisitions, net of cash received
    
    
    (328,937
    )
    
    
    (1,901,426
    )Equity investment
    
    
    (2,500
    )
    
    
    Net cash used in investing activities
    
    
    (393,256
    )
    
    
    (1,943,323
    )Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs
    
    
    323,656
    
    
    
    2,514,381Revolver borrowings
    
    
    570,650
    
    
    
    639,400Revolver repayments
    
    
    (566,050
    )
    
    
    (600,900
    )Repurchase of redeemable convertible preferred stock and
redemption of preferred stock purchase rights
    
    
    
    
    
    
    (336,819
    )Credit facilities repayments and note repurchases
    
    
    (562,286
    )
    
    
    (714,327
    )Proceeds from issuance of common stock
    
    
    9,000
    
    
    
    Decrease in checks not yet presented for payment
    
    
    (1,996
    )
    
    
    (3,212
    )Proceeds from employee stock option exercises
    
    
    12,741
    
    
    
    23,643Net cash (used in) provided by financing activities
    
    
    (214,285
    )
    
    
    1,522,166(Decrease) increase in cash and cash equivalents
    
    
    (137,207
    )
    
    
    145,261Cash and cash equivalents, beginning of year
    
    
    156,249
    
    
    
    7,793Cash and cash equivalents, end of period
    
    $
    19,042
    
    
    $
    153,054Supplemental Information:Cash paid:Interest
    
    $
    587,376
    
    
    $
    492,561Income taxes, net
    
    $
    1,951
    
    
    $
    321
  5




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




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2. Summary of Significant Accounting Policies
 Intangible Assets and Goodwill
 Business Combinations Goodwill and Other Intangible Assets
  Interest Expense and Deferred Financing Costs
  Advertising Expenses
  7




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Concentration of Credit Risk
   Earnings (Loss) Per Share
 Earnings Per
Share . Participating Securities and the Two-Class Method under FASB Statement 128
  8




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Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Basic EPSIncome (loss) available to common shareholders
    
    $
    18,125
    
    
    $
    (35,385
    )
    
    $
    58,997
    
    
    $
    (157,709
    )Amount allocable to common shareholders (1)
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Income (loss) allocable to common shareholders
    
    
    18,125
    
    
    
    (35,385
    )
    
    
    58,997
    
    
    
    (157,709
    )Weighted average common shares outstanding
    
    
    71,170
    
    
    
    69,961
    
    
    
    70,833
    
    
    
    65,141Basic earnings (loss) per share
    
    $
    0.25
    
    
    $
    (0.51
    )
    
    $
    0.83
    
    
    $
    (2.42
    )Diluted EPSIncome (loss) available to common shareholders
    
    $
    18,125
    
    
    $
    (35,385
    )
    
    $
    58,997
    
    
    $
    (157,709
    )Amount allocable to common shareholders (1)
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Income (loss) allocable to common shareholders
    
    
    18,125
    
    
    
    (35,385
    )
    
    
    58,997
    
    
    
    (157,709
    )Weighted average common shares outstanding
    
    
    71,170
    
    
    
    69,961
    
    
    
    70,833
    
    
    
    65,141Dilutive effect of stock awards and warrants (2)    
    
    1,007
    
    
    
    
    
    
    
    1,093
    
    
    
    Dilutive
effect of Preferred Stock assuming conversion(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average diluted shares outstanding
    
    
    72,177
    
    
    
    69,961
    
    
    
    71,926
    
    
    
    65,141Diluted earnings (loss) per share
    
    $
    0.25
    
    
    $
    (0.51
    )
    
    $
    0.82
    
    
    $
    (2.42
    )
 
 (1)
    
    In computing EPS using the two-class method, we have not allocated the net loss reported for
the nine months ended September 30, 2006 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, 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. For the three months ended September 30, 2007 and 2006, 2.7 million and 2.5
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 nine
months ended September 30, 2007 and 2006, 1.1 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 nine months ended September 30, 2006, the
assumed conversion of the Preferred Stock into 0.5 million shares of common stock was
anti-dilutive and therefore not included in the calculation of diluted EPS. Stock-Based Awards
 Share-Based Payment
   9




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Estimates
  New Accounting Pronouncements
  3. Acquisitions
    10




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Nine months endedSeptember 30, 2006Net revenue
    
    $
    1,416.9Operating income
    
    
    283.6Net loss
    
    
    (225.2
    )Diluted loss per share
    
    $
    (3.17
    )
  4. Redeemable Preferred Stock and Warrants
  11




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5. Restructuring Charges
  2003
    
    2005
    
    2006Restructuring
    
    Restructuring
    
    RestructuringThree months ended September 30, 2007
    
    Actions
    
    Actions
    
    Actions
    
    TotalBalance at June 30, 2007
    
    $
    877
    
    
    $
    1,837
    
    
    $
    5,104
    
    
    $
    7,818Payments
    
    
    (47
    )
    
    
    (29
    )
    
    
    (727
    )
    
    
    (803
    )Reserve reversal credited to goodwill
    
    
    
    
    
    
    (1,808
    )
    
    
    
    
    
    
    (1,808
    )Balance at September 30, 2007
    
    $
    830
    
    
    $
    
    
    
    $
    4,377
    
    
    $
    5,207
 2003
    
    2005
    
    2006Restructuring
    
    Restructuring
    
    RestructuringNine months ended September 30, 2007
    
    Actions
    
    Actions
    
    Actions
    
    TotalBalance at December 31, 2006
    
    $
    971
    
    
    $
    1,943
    
    
    $
    7,615
    
    
    $
    10,529Additions to reserve charged to goodwill
    
    
    
    
    
    
    
    
    
    
    96
    
    
    
    96Payments
    
    
    (141
    )
    
    
    (135
    )
    
    
    (3,334
    )
    
    
    (3,610
    )Reserve reversal credited to goodwill
    
    
    
    
    
    
    (1,808
    )
    
    
    
    
    
    
    (1,808
    )Balance at September 30, 2007
    
    $
    830
    
    
    $
    
    
    
    $
    4,377
    
    
    $
    5,207
 12




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6. Credit Facilities
 RHD
  RHDI
  Dex Media East
  13




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##### Table of Contents



Dex Media West
  7. Income Taxes
 Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109
       14




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8. Benefit Plans
 Employers Disclosures About Pensions and Other Postretirement
Benefits (Revised 2003),
 Pension BenefitsThree Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2007
    
    2006
    
    2007
    
    2006Service cost
    
    $
    3,645
    
    
    $
    3,339
    
    
    $
    10,936
    
    
    $
    9,668Interest cost
    
    
    4,429
    
    
    
    4,372
    
    
    
    13,288
    
    
    
    12,258Expected return on plan assets
    
    
    (4,830
    )
    
    
    (4,908
    )
    
    
    (14,490
    )
    
    
    (14,295
    )Amortization of prior service cost
    
    
    41
    
    
    
    33
    
    
    
    507
    
    
    
    117Amortization of net loss
    
    
    353
    
    
    
    468
    
    
    
    674
    
    
    
    1,386Net periodic benefit cost
    
    $
    3,638
    
    
    $
    3,304
    
    
    $
    10,915
    
    
    $
    9,134
 Postretirement BenefitsThree Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2007
    
    2006
    
    2007
    
    2006Service cost
    
    $
    492
    
    
    $
    725
    
    
    $
    1,476
    
    
    $
    1,996Interest cost
    
    
    1,331
    
    
    
    1,239
    
    
    
    3,993
    
    
    
    3,408Amortization of prior service cost
    
    
    201
    
    
    
    203
    
    
    
    604
    
    
    
    646Amortization of net loss
    
    
    
    
    
    
    65
    
    
    
    
    
    
    
    156Net periodic benefit cost
    
    $
    2,024
    
    
    $
    2,232
    
    
    $
    6,073
    
    
    $
    6,206
  9. Business Segments
  10. Legal Proceedings
  15




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11. Guarantees
     16




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R.H. Donnelley Corporation
Condensed Consolidating Balance Sheet
September 30, 2007
 R.H. Donnelley
    
    R.H.
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Donnelley Inc.
    
    Guarantor
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationAssetsCash and cash equivalents
    
    $
    4,386
    
    
    $
    612
    
    
    $
    3,531
    
    
    $
    10,513
    
    
    $
    
    
    
    $
    19,042Accounts receivable, net
    
    
    
    
    
    
    
    
    
    
    422,488
    
    
    
    614,570
    
    
    
    
    
    
    
    1,037,058Deferred directory costs
    
    
    
    
    
    
    
    
    
    
    77,333
    
    
    
    121,017
    
    
    
    
    
    
    
    198,350Short-term deferred income taxes, net
    
    
    
    
    
    
    
    
    
    
    82,538
    
    
    
    48,749
    
    
    
    (69,521
    )
    
    
    61,766Prepaid expenses and other current
assets
    
    
    3,854
    
    
    
    16,099
    
    
    
    25,708
    
    
    
    54,103
    
    
    
    
    
    
    
    99,764Total current assets
    
    
    8,240
    
    
    
    16,711
    
    
    
    611,598
    
    
    
    848,952
    
    
    
    (69,521
    )
    
    
    1,415,980Investment in subsidiaries
    
    
    4,910,100
    
    
    
    1,719,665
    
    
    
    
    
    
    
    
    
    
    
    (6,629,765
    )
    
    
    Fixed assets and computer software,
net
    
    
    10,176
    
    
    
    87,105
    
    
    
    7,973
    
    
    
    79,019
    
    
    
    
    
    
    
    184,273Other non-current assets
    
    
    171,326
    
    
    
    199,133
    
    
    
    724
    
    
    
    19,144
    
    
    
    (265,010
    )
    
    
    125,317Intercompany notes receivable
    
    
    
    
    
    
    1,705,556
    
    
    
    (1,705,556
    )
    
    
    
    
    
    
    
    
    
    
    Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    2,695,819
    
    
    
    8,574,148
    
    
    
    
    
    
    
    11,269,967Goodwill
    
    
    
    
    
    
    
    
    
    
    313,753
    
    
    
    2,796,542
    
    
    
    
    
    
    
    3,110,295Total Assets
    
    $
    5,099,842
    
    
    $
    3,728,170
    
    
    $
    1,924,311
    
    
    $
    12,317,805
    
    
    $
    (6,964,296
    )
    
    $
    16,105,832Liabilities and Shareholders EquityAccounts payable and accrued
liabilities
    
    $
    9,346
    
    
    $
    42,715
    
    
    $
    30,427
    
    
    $
    95,286
    
    
    $
    3,016
    
    
    $
    180,790Accrued interest
    
    
    41,589
    
    
    
    26,725
    
    
    
    
    
    
    
    77,196
    
    
    
    
    
    
    
    145,510Deferred directory revenue
    
    
    
    
    
    
    
    
    
    
    430,799
    
    
    
    736,878
    
    
    
    
    
    
    
    1,167,677Short-term deferred income taxes, net
    
    
    9,796
    
    
    
    59,725
    
    
    
    
    
    
    
    
    
    
    
    (69,521
    )
    
    
    Current portion of long-term debt
    
    
    
    
    
    
    77,326
    
    
    
    
    
    
    
    376,865
    
    
    
    
    
    
    
    454,191Total current liabilities
    
    
    60,731
    
    
    
    206,491
    
    
    
    461,226
    
    
    
    1,286,225
    
    
    
    (66,505
    )
    
    
    1,948,168Intercompany, net
    
    
    310,042
    
    
    
    348,543
    
    
    
    (673,799
    )
    
    
    66,046
    
    
    
    (50,832
    )
    
    
    Long-term debt
    
    
    2,787,878
    
    
    
    2,341,686
    
    
    
    
    
    
    
    4,617,165
    
    
    
    
    
    
    
    9,746,729Deferred income taxes, net
    
    
    2,115
    
    
    
    
    
    
    
    399,093
    
    
    
    2,095,735
    
    
    
    (201,937
    )
    
    
    2,295,006Other long-term liabilities
    
    
    11,987
    
    
    
    49,163
    
    
    
    18,126
    
    
    
    124,821
    
    
    
    (15,257
    )
    
    
    188,840Shareholders equity
    
    
    1,927,089
    
    
    
    782,287
    
    
    
    1,719,665
    
    
    
    4,127,813
    
    
    
    (6,629,765
    )
    
    
    1,927,089Total Liabilities and Shareholders
Equity
    
    $
    5,099,842
    
    
    $
    3,728,170
    
    
    $
    1,924,311
    
    
    $
    12,317,805
    
    
    $
    (6,964,296
    )
    
    $
    16,105,832
 17




---



##### Table of Contents



R.H. Donnelley Corporation
Condensed Consolidating Balance Sheet
December 31, 2006
 R.H. Donnelley
    
    R.H.
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Donnelley Inc.
    
    Guarantor
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationAssetsCash and cash equivalents
    
    $
    122,565
    
    
    $
    1,606
    
    
    $
    3,299
    
    
    $
    28,779
    
    
    $
    
    
    
    $
    156,249Accounts receivable, net
    
    
    
    
    
    
    
    
    
    
    441,962
    
    
    
    606,289
    
    
    
    
    
    
    
    1,048,251Deferred directory costs
    
    
    
    
    
    
    
    
    
    
    67,204
    
    
    
    144,618
    
    
    
    
    
    
    
    211,822Prepaid expenses and other
current assets
    
    
    9,485
    
    
    
    22,908
    
    
    
    27,109
    
    
    
    76,159
    
    
    
    (19,758
    )
    
    
    115,903Total current assets
    
    
    132,050
    
    
    
    24,514
    
    
    
    539,574
    
    
    
    855,845
    
    
    
    (19,758
    )
    
    
    1,532,225Investment in subsidiaries
    
    
    4,507,776
    
    
    
    1,620,213
    
    
    
    
    
    
    
    
    
    
    
    (6,127,989
    )
    
    
    Fixed assets and computer
software, net
    
    
    7,258
    
    
    
    80,949
    
    
    
    7,127
    
    
    
    64,028
    
    
    
    
    
    
    
    159,362Other non-current assets
    
    
    148,066
    
    
    
    74,485
    
    
    
    2,212
    
    
    
    19,705
    
    
    
    (102,849
    )
    
    
    141,619Intercompany notes receivable
    
    
    
    
    
    
    2,102,997
    
    
    
    (2,102,997
    )
    
    
    
    
    
    
    
    
    
    
    Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    2,755,624
    
    
    
    8,722,372
    
    
    
    
    
    
    
    11,477,996Goodwill
    
    
    
    
    
    
    
    
    
    
    315,560
    
    
    
    2,520,706
    
    
    
    
    
    
    
    2,836,266Total Assets
    
    $
    4,795,150
    
    
    $
    3,903,158
    
    
    $
    1,517,100
    
    
    $
    12,182,656
    
    
    $
    (6,250,596
    )
    
    $
    16,147,468Liabilities and Shareholders
EquityAccounts payable and accrued
liabilities
    
    $
    8,483
    
    
    $
    35,668
    
    
    $
    36,942
    
    
    $
    88,397
    
    
    $
    
    
    
    $
    169,490Accrued interest
    
    
    90,971
    
    
    
    11,950
    
    
    
    
    
    
    
    76,498
    
    
    
    
    
    
    
    179,419Deferred directory revenue
    
    
    
    
    
    
    
    
    
    
    439,100
    
    
    
    758,696
    
    
    
    
    
    
    
    1,197,796Short-term deferred income
taxes, net
    
    
    
    
    
    
    52,036
    
    
    
    48,907
    
    
    
    
    
    
    
    (21,061
    )
    
    
    79,882Current portion of long-term debt
    
    
    
    
    
    
    112,200
    
    
    
    
    
    
    
    270,431
    
    
    
    
    
    
    
    382,631Total current liabilities
    
    
    99,454
    
    
    
    211,854
    
    
    
    524,949
    
    
    
    1,194,022
    
    
    
    (21,061
    )
    
    
    2,009,218Intercompany, net
    
    
    413,098
    
    
    
    421,302
    
    
    
    (858,320
    )
    
    
    10,986
    
    
    
    12,934
    
    
    
    Long-term debt
    
    
    2,451,873
    
    
    
    2,442,269
    
    
    
    
    
    
    
    5,126,379
    
    
    
    
    
    
    
    10,020,521Deferred income taxes, net
    
    
    
    
    
    
    113
    
    
    
    204,320
    
    
    
    1,994,636
    
    
    
    (99,967
    )
    
    
    2,099,102Other long-term liabilities
    
    
    9,969
    
    
    
    52,366
    
    
    
    25,938
    
    
    
    124,111
    
    
    
    (14,513
    )
    
    
    197,871Shareholders equity
    
    
    1,820,756
    
    
    
    775,254
    
    
    
    1,620,213
    
    
    
    3,732,522
    
    
    
    (6,127,989
    )
    
    
    1,820,756Total Liabilities and
Shareholders Equity
    
    $
    4,795,150
    
    
    $
    3,903,158
    
    
    $
    1,517,100
    
    
    $
    12,182,656
    
    
    $
    (6,250,596
    )
    
    $
    16,147,468
 18




---



##### Table of Contents



R.H. Donnelley Corporation
Condensed Consolidating Statement of Operations
For the Three months ended September 30, 2007
 R.H. Donnelley
    
    R.H. Donnelley
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.

    Guarantor
    
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)

    Subsidiaries
    
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    
    
    
    $
    254,759
    
    
    $
    419,518
    
    
    $
    (4,338
    )
    
    $
    669,939Expenses
    
    
    4,418
    
    
    
    20,556
    
    
    
    128,447
    
    
    
    283,052
    
    
    
    (4,004
    )
    
    
    432,469Partnership and equity income
    
    
    50,800
    
    
    
    52,706
    
    
    
    
    
    
    
    
    
    
    
    (103,506
    )
    
    
    Operating income
    
    
    46,382
    
    
    
    32,150
    
    
    
    126,312
    
    
    
    136,466
    
    
    
    (103,840
    )
    
    
    237,470Interest expense, net
    
    
    (56,676
    )
    
    
    (6,236
    )
    
    
    (41,980
    )
    
    
    (96,211
    )
    
    
    
    
    
    
    (201,103
    )Other (loss)
    
    
    
    
    
    
    
    
    
    
    (289
    )
    
    
    
    
    
    
    289
    
    
    
    Income (loss) before income
taxes
    
    
    (10,294
    )
    
    
    25,914
    
    
    
    84,043
    
    
    
    40,255
    
    
    
    (103,551
    )
    
    
    36,367(Provision) benefit for
income taxes
    
    
    28,419
    
    
    
    2,757
    
    
    
    (31,337
    )
    
    
    (18,126
    )
    
    
    45
    
    
    
    (18,242
    )Net income
    
    $
    18,125
    
    
    $
    28,671
    
    
    $
    52,706
    
    
    $
    22,129
    
    
    $
    (103,506
    )
    
    $
    18,125R.H. Donnelley Corporation
Condensed Consolidating Statement of Operations
For the Three months ended September 30, 2006R.H. Donnelley
    
    R.H. Donnelley
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.

    Guarantor
    
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)

    Subsidiaries
    
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    
    
    
    $
    258,315
    
    
    $
    265,876
    
    
    $
    
    
    
    $
    524,191Expenses
    
    
    738
    
    
    
    15,538
    
    
    
    123,009
    
    
    
    240,662
    
    
    
    (343
    )
    
    
    379,604Partnership and equity income
    
    
    (1,919
    )
    
    
    55,883
    
    
    
    
    
    
    
    
    
    
    
    (53,964
    )
    
    
    Operating income (loss)
    
    
    (2,657
    )
    
    
    40,345
    
    
    
    135,306
    
    
    
    25,214
    
    
    
    (53,621
    )
    
    
    144,587Interest expense, net
    
    
    (51,818
    )
    
    
    (400
    )
    
    
    (48,702
    )
    
    
    (100,848
    )
    
    
    
    
    
    
    (201,768
    )Other (loss)
    
    
    
    
    
    
    
    
    
    
    (285
    )
    
    
    
    
    
    
    285
    
    
    
    (Loss) income before income
taxes
    
    
    (54,475
    )
    
    
    39,945
    
    
    
    86,319
    
    
    
    (75,634
    )
    
    
    (53,336
    )
    
    
    (57,181
    )Benefit (provision) for
income taxes
    
    
    19,090
    
    
    
    4,294
    
    
    
    (30,436
    )
    
    
    29,476
    
    
    
    (628
    )
    
    
    21,796Net (loss) income
    
    $
    (35,385
    )
    
    $
    44,239
    
    
    $
    55,883
    
    
    $
    (46,158
    )
    
    $
    (53,964
    )
    
    $
    (35,385
    )R.H. Donnelley Corporation
Condensed Consolidating Statement of Operations
For the Nine months ended September 30, 2007R.H. Donnelley
    
    R.H. Donnelley
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.

    Guarantor
    
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)

    Subsidiaries
    
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    
    
    
    $
    770,735
    
    
    $
    1,235,968
    
    
    $
    (7,371
    )
    
    $
    1,999,332Expenses
    
    
    11,227
    
    
    
    56,869
    
    
    
    400,767
    
    
    
    832,535
    
    
    
    (6,674
    )
    
    
    1,294,724Partnership and equity income
    
    
    160,852
    
    
    
    152,534
    
    
    
    
    
    
    
    
    
    
    
    (313,386
    )
    
    
    Operating income
    
    
    149,625
    
    
    
    95,665
    
    
    
    369,968
    
    
    
    403,433
    
    
    
    (314,083
    )
    
    
    704,608Interest expense, net
    
    
    (163,210
    )
    
    
    (19,593
    )
    
    
    (124,840
    )
    
    
    (294,097
    )
    
    
    
    
    
    
    (601,740
    )Other (loss)
    
    
    
    
    
    
    
    
    
    
    (741
    )
    
    
    
    
    
    
    741
    
    
    
    Income (loss) before income
taxes
    
    
    (13,585
    )
    
    
    76,072
    
    
    
    244,387
    
    
    
    109,336
    
    
    
    (313,342
    )
    
    
    102,868(Provision) benefit for
income taxes
    
    
    72,582
    
    
    
    21,628
    
    
    
    (91,853
    )
    
    
    (46,184
    )
    
    
    (44
    )
    
    
    (43,871
    )Net income
    
    $
    58,997
    
    
    $
    97,700
    
    
    $
    152,534
    
    
    $
    63,152
    
    
    $
    (313,386
    )
    
    $
    58,997
 19




---



##### Table of Contents



R.H. Donnelley Corporation
Condensed Consolidating Statement of Operations
For the Nine months ended September 30, 2006
 R.H. Donnelley
    
    R.H. Donnelley
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.
    
    Guarantor
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    
    
    
    $
    778,155
    
    
    $
    498,865
    
    
    $
    
    
    
    $
    1,277,020Expenses
    
    
    3,965
    
    
    
    56,894
    
    
    
    369,018
    
    
    
    593,197
    
    
    
    (2,102
    )
    
    
    1,020,972Partnership and equity income
    
    
    (93,530
    )
    
    
    186,019
    
    
    
    
    
    
    
    
    
    
    
    (92,489
    )
    
    
    Operating income (loss)
    
    
    (97,495
    )
    
    
    129,125
    
    
    
    409,137
    
    
    
    (94,332
    )
    
    
    (90,387
    )
    
    
    256,048Interest expense, net
    
    
    (142,812
    )
    
    
    (29,860
    )
    
    
    (116,605
    )
    
    
    (268,380
    )
    
    
    
    
    
    
    (557,657
    )Other (loss)
    
    
    
    
    
    
    
    
    
    
    (935
    )
    
    
    
    
    
    
    935
    
    
    
    (Loss) income before income
taxes
    
    
    (240,307
    )
    
    
    99,265
    
    
    
    291,597
    
    
    
    (362,712
    )
    
    
    (89,452
    )
    
    
    (301,609
    )Benefit (provision) for
income taxes
    
    
    53,377
    
    
    
    28,767
    
    
    
    (105,578
    )
    
    
    141,150
    
    
    
    (3,037
    )
    
    
    114,679Net (loss) income
    
    
    (186,930
    )
    
    
    128,032
    
    
    
    186,019
    
    
    
    (221,562
    )
    
    
    (92,489
    )
    
    
    (186,930
    )Preferred dividend
    
    
    (1,974
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,974
    )Gain on repurchase of
preferred stock
    
    
    31,195
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,195(Loss) income available to
common shareholders
    
    $
    (157,709
    )
    
    $
    128,032
    
    
    $
    186,019
    
    
    $
    (221,562
    )
    
    $
    (92,489
    )
    
    $
    (157,709
    )R.H. Donnelley Corporation
Condensed Consolidating Statement of Cash Flows
For the Nine months ended September 30, 2007R.H. Donnelley
    
    R.H. Donnelley
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.
    
    Guarantor
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationCash flow from operating activities
    
    $
    (217,839
    )
    
    $
    252,865
    
    
    $
    (2,693
    )
    
    $
    432,091
    
    
    $
    5,910
    
    
    $
    470,334Cash flow from investing activities:Additions to fixed assets and
computer software
    
    
    (2,919
    )
    
    
    (21,595
    )
    
    
    (2,155
    )
    
    
    (35,150
    )
    
    
    
    
    
    
    (61,819
    )Acquisitions, net of cash
received
    
    
    (334,260
    )
    
    
    
    
    
    
    
    
    
    
    5,323
    
    
    
    
    
    
    
    (328,937
    )Equity investment
    
    
    (2,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,500
    )Net cash flow used in investing
activities
    
    
    (339,679
    )
    
    
    (21,595
    )
    
    
    (2,155
    )
    
    
    (29,827
    )
    
    
    
    
    
    
    (393,256
    )Cash flow from financing activities:Proceeds from issuance of debt,
net of costs
    
    
    323,656
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    323,656Revolver borrowings
    
    
    
    
    
    
    283,850
    
    
    
    
    
    
    
    286,800
    
    
    
    
    
    
    
    570,650Revolver repayments
    
    
    
    
    
    
    (309,750
    )
    
    
    
    
    
    
    (256,300
    )
    
    
    
    
    
    
    (566,050
    )Credit facilities repayments and
note repurchases
    
    
    
    
    
    
    (109,557
    )
    
    
    
    
    
    
    (452,729
    )
    
    
    
    
    
    
    (562,286
    )Proceeds from issuance of common
stock
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000Increase (decrease) in book
overdrafts
    
    
    (336
    )
    
    
    (1,663
    )
    
    
    (1,696
    )
    
    
    1,699
    
    
    
    
    
    
    
    (1,996
    )Proceeds from employee stock
option exercises
    
    
    12,741
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,741Excess tax benefit from employee
stock option exercises
    
    
    
    
    
    
    5,910
    
    
    
    
    
    
    
    
    
    
    
    (5,910
    )
    
    
    Intercompany Debt
    
    
    
    
    
    
    (56,776
    )
    
    
    56,776
    
    
    
    
    
    
    
    
    
    
    
    Dividends to Parent
    
    
    94,278
    
    
    
    (44,278
    )
    
    
    (50,000
    )
    
    
    
    
    
    
    
    
    
    
    Net cash flow used in financing
activities
    
    
    439,339
    
    
    
    (232,264
    )
    
    
    5,080
    
    
    
    (420,530
    )
    
    
    (5,910
    )
    
    
    (214,285
    )Change in cash
    
    
    (118,179
    )
    
    
    (994
    )
    
    
    232
    
    
    
    (18,266
    )
    
    
    
    
    
    
    (137,207
    )Cash at beginning of year
    
    
    122,565
    
    
    
    1,606
    
    
    
    3,299
    
    
    
    28,779
    
    
    
    
    
    
    
    156,249Cash at end of period
    
    $
    4,386
    
    
    $
    612
    
    
    $
    3,531
    
    
    $
    10,513
    
    
    $
    
    
    
    $
    19,042
 20




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R.H. Donnelley Corporation
Condensed Consolidating Statement of Cash Flows
For the Nine months ended September 30, 2006
 R.H.
    
    R.H.Donnelley
    
    Donnelley
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.
    
    Guarantor
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationCash flow from operations
    
    $
    8,430
    
    
    $
    161,768
    
    
    $
    66,437
    
    
    $
    301,374
    
    
    $
    28,409
    
    
    $
    566,418Cash flow from investing activities:Additions to
fixed assets and computer software
    
    
    (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 used in 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
    
    
    (336,819
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (336,819
    )Credit
facilities repayments and note repurchases
    
    
    
    
    
    
    (215,580
    )
    
    
    
    
    
    
    (501,663
    )
    
    
    2,916
    
    
    
    (714,327
    )(Decrease) increase in checks not
yet presented for payment
    
    
    219
    
    
    
    518
    
    
    
    (323
    )
    
    
    (3,626
    )
    
    
    
    
    
    
    (3,212
    )Proceeds from employee stock option
exercises
    
    
    23,643
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,643Dividends to Parent
    
    
    137,745
    
    
    
    65,000
    
    
    
    (65,000
    )
    
    
    (265,745
    )
    
    
    128,000
    
    
    
    Net cash flow provided by (used in)
financing activities
    
    
    1,903,793
    
    
    
    (138,059
    )
    
    
    (65,323
    )
    
    
    (302,753
    )
    
    
    124,508
    
    
    
    1,522,166Change in cash
    
    
    142,713
    
    
    
    (2,099
    )
    
    
    (244
    )
    
    
    (15,187
    )
    
    
    20,078
    
    
    
    145,261Cash at beginning of year
    
    
    830
    
    
    
    2,703
    
    
    
    4,260
    
    
    
    20,078
    
    
    
    (20,078
    )
    
    
    7,793Cash at end of period
    
    $
    143,543
    
    
    $
    604
    
    
    $
    4,016
    
    
    $
    4,891
    
    
    $
    
    
    
    $
    153,054
 12. Subsequent Events
     21




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22




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Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Information
  Corporate Overview
  ®
 23




---



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Significant Business Developments
       Segment Reporting
  New Accounting Pronouncements
  24




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RESULTS OF OPERATIONS
Three and nine months ended September 30, 2007 and 2006
 Factors Affecting Comparability
 Acquisitions
  Other
Activities
  GAAP Reported Results
 Net Revenue
  Three months ended September 30,
    
    Nine months ended September 30,(amounts in millions)
    
    2007
    
    2006
    
    $ Change
    
    2007
    
    2006
    
    $ ChangeGross directory advertising
revenue
    
    $
    675.9
    
    
    $
    528.2
    
    
    $
    147.7
    
    
    $
    2,015.3
    
    
    $
    1,282.4
    
    
    $
    732.9Sales claims and allowances
    
    
    (12.8
    )
    
    
    (13.3
    )
    
    
    0.5
    
    
    
    (44.3
    )
    
    
    (28.6
    )
    
    
    (15.7
    )Net directory advertising revenue
    
    
    663.1
    
    
    
    514.9
    
    
    
    148.2
    
    
    
    1,971.0
    
    
    
    1,253.8
    
    
    
    717.2Other revenue
    
    
    6.8
    
    
    
    9.3
    
    
    
    (2.5
    )
    
    
    28.3
    
    
    
    23.2
    
    
    
    5.1Total
    
    $
    669.9
    
    
    $
    524.2
    
    
    $
    145.7
    
    
    $
    1,999.3
    
    
    $
    1,277.0
    
    
    $
    722.3
 25




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26




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Expenses
  Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,(amounts in millions)
    
    2007
    
    2006
    
    $ Change
    
    2007
    
    2006
    
    $ ChangeCost of revenue
    
    $
    286.6
    
    
    $
    260.0
    
    
    $
    26.6
    
    
    $
    866.2
    
    
    $
    673.2
    
    
    $
    193.0General and administrative expenses
    
    
    34.3
    
    
    
    34.5
    
    
    
    (0.2
    )
    
    
    104.8
    
    
    
    114.5
    
    
    
    (9.7
    )Depreciation and amortization
    
    
    111.5
    
    
    
    85.1
    
    
    
    26.4
    
    
    
    323.7
    
    
    
    233.2
    
    
    
    90.5Total
    
    $
    432.4
    
    
    $
    379.6
    
    
    $
    52.8
    
    
    $
    1,294.7
    
    
    $
    1,020.9
    
    
    $
    273.8
  27




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Cost of Revenue
  Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2007
    
    2007(amounts in millions)
    
    $ Change
    
    $ ChangeExpenses related to the Dex Media business excluded from the three
and nine months ended September 30, 2006 due to purchase accounting
from the Dex Media Merger
    
    $
    38.3
    
    
    $
    208.6Increased internet production and distribution costs
    
    
    11.1
    
    
    
    24.3Increased advertising and branding expenses
    
    
    11.1
    
    
    
    13.1Increased print, paper and distribution costs
    
    
    4.0
    
    
    
    12.2(Decrease) increase in information technology (IT) expenses
    
    
    (4.6
    )
    
    
    8.5Decreased barter expense
    
    
    (2.6
    )
    
    
    (7.1
    )Decreased cost uplift expense
    
    
    (31.1
    )
    
    
    (54.0
    )All other, net
    
    
    0.4
    
    
    
    (12.6
    )Total increase in cost of
revenue for the three and nine
months ended September 30, 2007
    
    $
    26.6
    
    
    $
    193.0
      28




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General and Administrative Expenses
  Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2007
    
    2007(amounts in millions)
    
    $ Change
    
    $ ChangeDecreased general corporate expenses
    
    $
    
    
    
    $
    (4.4
    )All other, net
    
    
    (0.2
    )
    
    
    (5.3
    )Total decrease in
G&A expenses for
the three and nine
months ended
  September 30, 2007
    
    $
    (0.2
    )
    
    $
    (9.7
    )
   29




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Depreciation and Amortization
   Operating Income
  Three months ended September 30,
    
    Nine months ended September 30,(amounts in millions)
    
    2007
    
    2006
    
    $ Change
    
    2007
    
    2006
    
    $ ChangeTotal
    
    $
    237.5
    
    
    $
    144.6
    
    
    $
    92.9
    
    
    $
    704.6
    
    
    $
    256.1
    
    
    $
    448.5
  Interest Expense, Net
  30




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Income Taxes
  Net Income (Loss), Loss Available to Common Shareholders and Earnings (Loss) Per Share
    Earnings Per Share . Participating Securities and the Two-Class Method under FASB Statement 128
 31




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32




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Factors Affecting Comparability
  Adjusted and Adjusted Pro Forma Amounts and Other Non-GAAP Measures
  2007 Reported GAAP Operating Income Compared to 2006 Adjusted and Adjusted Pro Forma Operating
Income
  Three months endedSeptember 30, 2007
    
    Three months ended September 30, 2006Reported
    
    Reported(amounts in millions)
    
    GAAP
    
    GAAP
    
    Adjustments
    
    Adjusted
    
    $ChangeNet revenue
    
    $
    669.9
    
    
    $
    524.2
    
    
    $
    141.6
    (1)
    
    $
    665.8
    
    
    $
    4.1Cost of
revenue
    
    
    286.6
    
    
    
    260.0
    
    
    
    3.9
    (2)
    
    
    263.9
    
    
    
    22.7General and
administrative expenses
    
    
    34.3
    
    
    
    34.5
    
    
    
    
    
    
    
    34.5
    
    
    
    (0.2
    )D&A
    
    
    111.5
    
    
    
    85.1
    
    
    
    
    
    
    
    85.1
    
    
    
    26.4Operating income
    
    $
    237.5
    
    
    $
    144.6
    
    
    $
    137.7
    
    
    $
    282.3
    
    
    $
    (44.8
    )
 33




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##### Table of Contents



Nine months endedSeptember 30, 2007
    
    Nine months ended September 30, 2006Reported
    
    Reported(amounts in millions)
    
    GAAP
    
    GAAP
    
    Adjustments
    
    Adjusted
    
    $ChangeNet revenue
    
    $
    1,999.3
    
    
    $
    1,277.0
    
    
    $
    741.9
    
    
    $
    2,018.9
    
    
    $
    (19.6
    )Cost of
revenue
    
    
    866.2
    
    
    
    673.2
    
    
    
    128.8
    (2)
    
    
    802.0
    
    
    
    64.2General and
administrative expenses
    
    
    104.8
    
    
    
    114.5
    
    
    
    
    
    
    
    114.5
    
    
    
    (9.7
    )D&A
    
    
    323.7
    
    
    
    233.2
    
    
    
    20.5
    (3)
    
    
    253.7
    
    
    
    70.0Operating income
    
    $
    704.6
    
    
    $
    256.1
    
    
    $
    592.6
    
    
    $
    848.7
    
    
    $
    (144.1
    )
 
 (1)
    
    Represents all deferred revenue for directories that published prior to the Dex Media Merger,
which would have been recognized during the period absent purchase accounting required under
GAAP. Adjustments for the nine months ended September 30, 2006 also include GAAP revenue for
January 2006 as reported by Dex Media.(2)
    
    Represents (a) certain deferred expenses for directories that published prior to the Dex
Media Merger, which would have been recognized during the period absent purchase accounting
required under GAAP, (b) for the nine months ended September 30, 2006, GAAP expenses for
January 2006 as reported by Dex Media, (c) for the nine months ended September 30, 2006,
exclusion of transaction expenses reported by Dex Media in January 2006 directly related to
the Dex Media Merger and (d) the exclusion of cost uplift recorded under purchase accounting
associated with the Dex Media Merger and the AT&T Directory Acquisition for the three and nine
months ended September 30, 2006.(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.
 2007 Reported GAAP Net Revenue Compared to 2006 Adjusted and Adjusted Pro Forma Net Revenue
  Three months endedSeptember 30, 2007
    
    Three months ended September 30, 2006Reported
    
    Reported(amounts in millions)
    
    GAAP
    
    GAAP
    
    Adjustments
    
    Adjusted
    
    $ChangeGross directory advertising revenue
    
    $
    675.9
    
    
    $
    528.2
    
    
    $
    146.0
    (1)
    
    $
    674.2
    
    
    $
    1.7Sales claims and allowances
    
    
    (12.8
    )
    
    
    (13.3
    )
    
    
    (7.0
    )(1)
    
    
    (20.3
    )
    
    
    7.5Net directory advertising revenue
    
    
    663.1
    
    
    
    514.9
    
    
    
    139.0
    
    
    
    653.9
    
    
    
    9.2Other revenue
    
    
    6.8
    
    
    
    9.3
    
    
    
    2.6
    (2)
    
    
    11.9
    
    
    
    (5.1
    )Net revenue
    
    $
    669.9
    
    
    $
    524.2
    
    
    $
    141.6
    
    
    $
    665.8
    
    
    $
    4.1
 34




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##### Table of Contents



Nine months endedSeptember 30, 2007
    
    Nine months ended September 30, 2006Reported
    
    Reported(amounts in millions)
    
    GAAP
    
    GAAP
    
    Adjustments
    
    Adjusted
    
    $ChangeGross directory advertising revenue
    
    $
    2,015.3
    
    
    $
    1,282.4
    
    
    $
    750.3
    (1)
    
    $
    2,032.7
    
    
    $
    (17.4
    )Sales claims and allowances
    
    
    (44.3
    )
    
    
    (28.6
    )
    
    
    (21.5
    )(1)
    
    
    (50.1
    )
    
    
    5.8Net directory advertising revenue
    
    
    1,971.0
    
    
    
    1,253.8
    
    
    
    728.8
    
    
    
    1,982.6
    
    
    
    (11.6
    )Other revenue
    
    
    28.3
    
    
    
    23.2
    
    
    
    13.1
    (2)
    
    
    36.3
    
    
    
    (8.0
    )Net revenue
    
    $
    1,999.3
    
    
    $
    1,277.0
    
    
    $
    741.9
    
    
    $
    2,018.9
    
    
    $
    (19.6
    )
 
 (1)
    
    Represents gross directory advertising revenue and sales claims and allowances for
directories that published prior to the Dex Media Merger, which would have been recognized
during the period absent purchase accounting required under GAAP. Adjustments for the nine
months ended September 30, 2006 also include GAAP results for January 2006 as reported by
Dex Media.(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.
  35




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2007 Reported GAAP Expenses Compared to 2006 Adjusted and Adjusted Pro Forma Expenses
  Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2007
    
    2007(amounts in millions)
    
    $ Change
    
    $ ChangeCost uplift expense
    
    $
    3.3
    
    
    $
    27.9Increased internet production and distribution costs
    
    
    11.1
    
    
    
    20.9Increased advertising and branding expenses
    
    
    11.1
    
    
    
    13.1Increased print, paper and distribution costs
    
    
    4.0
    
    
    
    12.2(Decrease) increase in information technology (IT) expenses
    
    
    (4.6
    )
    
    
    3.7Decreased barter expense
    
    
    (2.6
    )
    
    
    (7.1
    )Decreased general corporate expenses
    
    
    
    
    
    
    (8.8
    )All other, net
    
    
    0.2
    
    
    
    (7.4
    )Total increase in 2007 reported GAAP cost of revenue and G&A
expenses compared to 2006 adjusted and adjusted pro forma
cost of revenue and G&A expenses
    
    $
    22.5
    
    
    $
    54.5
     36




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2007 Reported GAAP Operating Income Compared to 2006 Adjusted and Adjusted Pro Forma Operating
Income
  37




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LIQUIDITY AND CAPITAL RESOURCES
  September 30, 2007
    
    December 31, 2006RHDCredit Facility
    
    $
    328,000
    
    
    $
    6.875% Senior Notes due 2013
    
    
    300,000
    
    
    
    300,0006.875% Series A-1 Senior Discount Notes due 2013
    
    
    338,157
    
    
    
    335,4016.875% Series A-2 Senior Discount Notes due 2013
    
    
    611,721
    
    
    
    606,4728.875% Series A-3 Senior Notes due 2016
    
    
    1,210,000
    
    
    
    1,210,000R.H. Donnelley Inc. (RHDI)Credit Facility
    
    
    1,811,078
    
    
    
    1,946,5358.875% 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
    
    
    512,499
    
    
    
    513,6639% Senior Discount Notes due 2013
    
    
    704,695
    
    
    
    663,153Dex Media EastCredit Facility
    
    
    529,237
    
    
    
    656,5719.875% Senior Notes due 2009
    
    
    470,299
    
    
    
    476,67712.125% Senior Subordinated Notes due 2012
    
    
    385,435
    
    
    
    390,314Dex Media WestCredit Facility
    
    
    1,156,022
    
    
    
    1,450,9178.5% Senior Notes due 2010
    
    
    399,897
    
    
    
    403,2605.875% Senior Notes due 2011
    
    
    8,777
    
    
    
    8,7869.875% Senior Subordinated Notes due 2013
    
    
    827,169
    
    
    
    833,469Total RHD Consolidated
    
    
    10,200,920
    
    
    
    10,403,152Less current portion
    
    
    454,191
    
    
    
    382,631Long-term debt
    
    $
    9,746,729
    
    
    $
    10,020,521
 Credit Facilities
 RHD
  RHDI
  38




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##### Table of Contents



Dex Media East
  Dex Media West
  Refinancings
       39




---



##### Table of Contents



Business Combinations
 Initial Fair
    
    UnamortizedValue
    
    Fair ValueBook Value at
    
    Fair Value at
    
    Adjustment at
    
    Adjustment atJanuary 31,
    
    January 31,
    
    January 31,
    
    September 30,(amounts in millions)
    
    2006
    
    2006
    
    2006
    
    2007Dex Media Credit Facilities
    
    $
    1,950.1
    
    
    $
    1,950.1
    
    
    $
    
    
    
    $
    Dex Media, Inc. 8% Senior Notes
    
    
    500.0
    
    
    
    515.0
    
    
    
    15.0
    
    
    
    12.5Dex Media, Inc. 9% Senior Discount Notes
    
    
    598.8
    
    
    
    616.0
    
    
    
    17.2
    
    
    
    15.0Dex Media East 9.875% Senior Notes
    
    
    450.0
    
    
    
    484.3
    
    
    
    34.3
    
    
    
    20.5Dex Media East 12.125% Senior Subordinated Notes
    
    
    341.3
    
    
    
    395.9
    
    
    
    54.6
    
    
    
    44.2Dex Media West 8.5% Senior Notes
    
    
    385.0
    
    
    
    407.1
    
    
    
    22.1
    
    
    
    14.9Dex Media West 5.875% Senior Notes
    
    
    300.0
    
    
    
    300.1
    
    
    
    0.1
    
    
    
    0.1Dex Media West 9.875% Senior Subordinated Notes
    
    
    761.8
    
    
    
    840.8
    
    
    
    79.0
    
    
    
    65.5Total Dex Media Outstanding Debt at January 31, 2006
    
    $
    5,287.0
    
    
    $
    5,509.3
    
    
    $
    222.3
    
    
    $
    172.7
 40




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
    
    $59.0 million in net income.
    
    $489.4 million of net non-cash charges primarily consisting of $323.7 million of
depreciation and amortization, $61.1 million in bad debt provision, $30.0 million of
stock-based compensation expense, $37.9 million in other non-cash charges, primarily
related to the amortization of deferred financing costs and amortization of the fair
value adjustments required by GAAP as a result of the Dex Media Merger, and $36.7
million in deferred income taxes.
    
    $80.4 million net use of cash from an increase in accounts receivable of $49.6
million and a decrease in deferred directory revenue of $30.8 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.
    
    $34.6 million net source of cash from a decrease in other assets, consisting of a
$22.6 million decrease in prepaid expenses and a $12.0 million decrease in other current
and non-current assets, primarily relating to deferred commissions, print, paper and
delivery costs and changes in the fair value of the Companys interest rate swap
agreements.
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
    
    $41.4 million net use of cash from a decrease in accounts payable and accrued
liabilities, primarily reflecting an $11.9 million decrease in accrued liabilities,
which include accrued salaries and related bonuses and accrued income taxes, and a $33.9
million decrease in accrued interest payable on outstanding debt, offset by a $4.4
million increase in trade accounts payable.
    
    $9.1 million increase in other non-current liabilities, including pension and
postretirement long-term liabilities.
  
    
    $61.8 million used to purchase fixed assets, primarily computer equipment, software
and leasehold improvements.
    
    $328.9 million of net cash payments to acquire Business.com.
    
    $2.5 million used to fund an equity investment.
  
    
    $1,128.4 million in principal payments on debt borrowed under each of the credit
facilities. Of this amount, $208.3 million represents scheduled principal payments,
$354.0 million represents principal payments made on an accelerated basis, at our
option, from available cash flow generated from operations and $566.1 million represents
principal payments on the revolvers.
    
    $323.7 million source associated with borrowings under the RHD Credit Facility, which
was used to fund the Business.com Acquisition, net of costs.
    
    $570.7 million source in borrowings under the revolvers.
    
    $9.0 million source from the issuance of common stock in connection with the
Business.com Acquisition.
    
    $12.7 million in proceeds from the exercise of employee stock options.
    
    $2.0 million used in the decreased balance of checks not yet presented for payment.
  
    
    $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.
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##### Table of Contents




    
    $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 an $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.
    
    $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 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.
 43




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Contractual Obligations
 Accounting
for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109
    44




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##### Table of Contents



Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk and Risk Management
    
    45




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##### Table of Contents



Market Risk Sensitive Instruments
 Accounting for Derivative
Instruments and Hedging Activities , Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FAS 133 Amendment of Statement 133 on 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.(b)
    
    Changes in Internal Control Over Financial Reporting.There have not
been any 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.
 46




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
     
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  47




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##### Table of Contents



Exhibits
 Exhibit No.
    
    Document4.1
    
    Indenture, dated October 2, 2007, between R.H. Donnelly Corporation and
The Bank of New York, as trustee, relating to R.H. Donnelley
Corporations 8.875% Series A-4 Senior Notes due 2017 (incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with
the Securities and Exchange Commission on October 5, 2007, Commission
file No. 001-07155).4.2
    
    Form of 8.875% Series A-4 Senior Notes due 2017, included in Exhibit 4.1.4.3
    
    Fourth Supplemental Indenture, dated as of October 2, 2007, by and among
R.H. Donnelley Inc., as issuer, R.H. Donnelley Corporation, as
guarantor, the subsidiary guarantors named therein, as guarantors, and
The Bank of New York, as trustee (incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K, filed with the Securities and
Exchange Commission on October 5, 2007, Commission file No. 001-07155).10.1
    
    Credit Agreement, dated as of August 23, 2007, among R.H. Donnelley
Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative
agent, and the several banks and other financial institutions from time
to time party thereto (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on August 28, 2007, Commission File No. 001-07155). This
agreement is no longer in effect.10.2
    
    Registration Rights Agreement, dated October 2, 2007, by and between
R.H. Donnelley Corporation and the initial purchasers identified therein
(incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K, filed with the Securities and Exchange Commission on October 5,
2007, Commission file No. 001-07155).10.3
    
    Registration Rights Agreement, dated October 17, 2007, by and between
R.H. Donnelley Corporation and the initial purchasers identified therein
(incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K, filed with the Securities and Exchange Commission on October 17,
2007, Commission file No. 001-07155).10.4
    
    Credit Agreement, dated as of
October 24, 2007, by and among Dex Media East LLC, as borrower,
Dex Media East, Inc., Dex Media, Inc., JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, and the several banks and
other financial institutions or entities from time to time party
thereto (incorporated by reference to Exhibit 10.1 to Dex Media
East LLCs Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 26, 2007,
Commission File No. 333-102395).10.5
    
    Guarantee and Collateral Agreement,
dated as of October 24, 2007, by and among Dex Media East LLC,
Dex Media East Inc., the subsidiary guarantor a party thereto and
JPMorgan Chase Bank, NA, as Collateral Agent (incorporated by reference
to Exhibit 10.2 to Dex Media
East LLCs Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 26, 2007,
Commission File No. 333-102395).10.6
    
    Pledge Agreement, dated as of
October 24, 2007, by and between Dex Media, Inc. and JPMorgan
Chase Bank, NA, as Collateral Agent (incorporated by reference to
Exhibit 10.3 to Dex Media East LLCs Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 26, 2007,
Commission File No. 333-102395).31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
September 30, 2007 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, 2007 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, 2007 under Section 906 of the Sarbanes-Oxley Act by David
C. Swanson, Chairman and Chief Executive Officer, and Steven M. Blondy,
Executive Vice President and Chief Financial Officer, for R.H. Donnelley
Corporation
 
 *
    
    Filed herewith. 48




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##### Table of Contents



SIGNATURES
  R.H. DONNELLEY CORPORATIONDate: October 26, 2007
    
    By:
    
    /s/ Steven M. BlondySteven M. Blondy
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)/s/ Karen E. PalczukKaren E. Palczuk
Interim Controller and Assistant Vice President -Process and
Performance Management
(Interim Principal Accounting Officer)
 49




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##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Document4.1
    
    Indenture, dated October 2, 2007, between R.H. Donnelly Corporation and
The Bank of New York, as trustee, relating to R.H. Donnelley
Corporations 8.875% Series A-4 Senior Notes due 2017 (incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with
the Securities and Exchange Commission on October 5, 2007, Commission
file No. 001-07155).4.2
    
    Form of 8.875% Series A-4 Senior Notes due 2017, included in Exhibit 4.1.4.3
    
    Fourth Supplemental Indenture, dated as of October 2, 2007, by and among
R.H. Donnelley Inc., as issuer, R.H. Donnelley Corporation, as
guarantor, the subsidiary guarantors named therein, as guarantors, and
The Bank of New York, as trustee (incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K, filed with the Securities and
Exchange Commission on October 5, 2007, Commission file No. 001-07155).10.1
    
    Credit Agreement, dated as of August 23, 2007, among R.H. Donnelley
Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative
agent, and the several banks and other financial institutions from time
to time party thereto (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on August 28, 2007, Commission File No. 001-07155). This
agreement is no longer in effect.10.2
    
    Registration Rights Agreement, dated October 2, 2007, by and between
R.H. Donnelley Corporation and the initial purchasers identified therein
(incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K, filed with the Securities and Exchange Commission on October 5,
2007, Commission file No. 001-07155).10.3
    
    Registration Rights Agreement, dated October 17, 2007, by and between
R.H. Donnelley Corporation and the initial purchasers identified therein
(incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K, filed with the Securities and Exchange Commission on October 17,
2007, Commission file No. 001-07155).10.4
    
    Credit Agreement, dated as of
October 24, 2007, by and among Dex Media East LLC, as borrower,
Dex Media East, Inc., Dex Media, Inc., JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, and the several banks and
other financial institutions or entities from time to time party
thereto (incorporated by reference to Exhibit 10.1 to Dex Media
East LLCs Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 26, 2007,
Commission File No. 333-102395).10.5
    
    Guarantee and Collateral Agreement,
dated as of October 24, 2007, by and among Dex Media East LLC,
Dex Media East Inc., the subsidiary guarantor a party thereto and
JPMorgan Chase Bank, NA, as Collateral Agent (incorporated by reference
to Exhibit 10.2 to Dex Media
East LLCs Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 26, 2007,
Commission File No. 333-102395).10.6
    
    Pledge Agreement, dated as of
October 24, 2007, by and between Dex Media, Inc. and JPMorgan
Chase Bank, NA, as Collateral Agent (incorporated by reference to
Exhibit 10.3 to Dex Media East LLCs Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 26, 2007,
Commission File No. 333-102395).31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
September 30, 2007 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, 2007 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, 2007 under Section 906 of the Sarbanes-Oxley Act by David
C. Swanson, Chairman and Chief Executive Officer, and Steven M. Blondy,
Executive Vice President and Chief Financial Officer, for R.H. Donnelley
Corporation
 
 *
    
    Filed herewith. 50