##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark
one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 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 May 1, 2007Common Stock, par value $1 per share
    
    71,001,149




---



##### 



R.H. DONNELLEY CORPORATION
 INDEX TO FORM 10-Q
 PAGEPART I. FINANCIAL
INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Consolidated Balance Sheets at March 31, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Operations and Comprehensive Income (Loss) for
the three months ended March 31, 2007 and 2006
    
    
    4Consolidated Statements of Cash Flows for the three months ended March
31, 2007 and 2006
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    32Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    54Item 4.
    
    Controls and Procedures
    
    
    56PART II. OTHER
INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    56Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    57Item 6.
    
    Exhibits
    
    
    58SIGNATURES
    
    
    70
 2




---



##### 



Part I. FINANCIAL INFORMATION
 R.H. Donnelley Corporation and Subsidiaries  Consolidated Balance Sheets (Unaudited)
 March 31,
    
    December 31,(in thousands, except share and per share data)
    
    2007
    
    2006AssetsCurrent AssetsCash and cash equivalents
    
    $
    74,661
    
    
    $
    156,249Accounts receivableBilled
    
    
    214,602
    
    
    
    248,334Unbilled
    
    
    909,740
    
    
    
    842,869Allowance for doubtful accounts and sales claims
    
    
    (39,389
    )
    
    
    (42,952
    )Net accounts receivable
    
    
    1,084,953
    
    
    
    1,048,251Deferred directory costs
    
    
    205,112
    
    
    
    211,822Short-term deferred income taxes, net
    
    
    6,928
    
    
    
    Prepaid expenses and other current assets
    
    
    86,362
    
    
    
    115,903Total current assets
    
    
    1,458,016
    
    
    
    1,532,225Fixed assets and computer software, net
    
    
    158,621
    
    
    
    159,362Other non-current assets
    
    
    135,529
    
    
    
    141,619Intangible assets, net
    
    
    11,388,225
    
    
    
    11,477,996Goodwill
    
    
    2,837,883
    
    
    
    2,836,266Total Assets
    
    $
    15,978,274
    
    
    $
    16,147,468Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    147,262
    
    
    $
    169,490Accrued interest
    
    
    146,828
    
    
    
    179,419Deferred directory revenue
    
    
    1,240,882
    
    
    
    1,197,796Short-term deferred income taxes, net
    
    
    
    
    
    
    79,882Current portion of long-term debt
    
    
    362,181
    
    
    
    382,631Total current liabilities
    
    
    1,897,153
    
    
    
    2,009,218Long-term debt
    
    
    9,837,223
    
    
    
    10,020,521Deferred income taxes, net
    
    
    2,192,894
    
    
    
    2,099,102Other non-current liabilities
    
    
    191,468
    
    
    
    197,871Total liabilities
    
    
    14,118,738
    
    
    
    14,326,712Commitments and contingenciesShareholders EquityCommon stock, par value $1 per share, 400,000,000 shares authorized, 88,169,275
shares issued at March 31, 2007 and December 31, 2006
    
    
    88,169
    
    
    
    88,169Additional paid-in capital
    
    
    2,363,657
    
    
    
    2,341,009Accumulated deficit
    
    
    (416,450
    )
    
    
    (437,496
    )Treasury stock, at cost, 17,267,785 shares at March 31, 2007 and 17,704,558
shares at December 31, 2006
    
    
    (161,069
    )
    
    
    (161,470
    )Accumulated other comprehensive loss
    
    
    (14,771
    )
    
    
    (9,456
    )Total shareholders equity
    
    
    1,859,536
    
    
    
    1,820,756Total Liabilities and Shareholders Equity
    
    $
    15,978,274
    
    
    $
    16,147,468
  3




---



##### 



R.H. Donnelley Corporation and Subsidiaries  Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
 Three months endedMarch 31,(in thousands, except per share data)
    
    2007
    
    2006Net revenue
    
    $
    662,804
    
    
    $
    320,479ExpensesCost of revenue (exclusive of depreciation and amortization shown
separately below)
    
    
    294,170
    
    
    
    180,473General and administrative expenses
    
    
    37,626
    
    
    
    39,247Depreciation and amortization
    
    
    103,030
    
    
    
    62,692Total expenses
    
    
    434,826
    
    
    
    282,412Operating income
    
    
    227,978
    
    
    
    38,067Interest expense, net
    
    
    (201,615
    )
    
    
    (153,741
    )Income (loss) before income taxes
    
    
    26,363
    
    
    
    (115,674
    )(Provision) benefit for income taxes
    
    
    (10,412
    )
    
    
    43,956Net income (loss)
    
    
    15,951
    
    
    
    (71,718
    )Preferred dividend
    
    
    
    
    
    
    (1,974
    )Gain on repurchase of redeemable convertible preferred stock
    
    
    
    
    
    
    31,195Income (loss) available to common shareholders
    
    $
    15,951
    
    
    $
    (42,497
    )Earnings (loss) per share:Basic
    
    $
    0.23
    
    
    $
    (0.76
    )Diluted
    
    $
    0.22
    
    
    $
    (0.76
    )Shares used in computing earnings (loss) per share:Basic
    
    
    70,663
    
    
    
    55,607Diluted
    
    
    72,003
    
    
    
    55,607Comprehensive Income (Loss)Net income (loss)
    
    $
    15,951
    
    
    $
    (71,718
    )Unrealized (loss) gain on interest rate swaps, net of tax
    
    
    (5,629
    )
    
    
    6,166Benefit plans adjustment, net of tax
    
    
    314
    
    
    
    Comprehensive income (loss)
    
    $
    10,636
    
    
    $
    (65,552
    )
  4




---



##### 



R.H. Donnelley Corporation and Subsidiaries  Consolidated Statements of Cash Flows (Unaudited)
 Three months endedMarch 31,(in thousands)
    
    2007
    
    2006Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    15,951
    
    
    $
    (71,718
    )Reconciliation of net income (loss) to net cash provided by
operating activities:Depreciation and amortization
    
    
    103,030
    
    
    
    62,692Deferred income tax provision (benefit)
    
    
    10,207
    
    
    
    (44,046
    )Provision for bad debts
    
    
    22,517
    
    
    
    8,457Stock based compensation expense
    
    
    13,938
    
    
    
    16,472Other non-cash charges
    
    
    11,383
    
    
    
    15,618Changes in assets and liabilities, net of effects from acquisitions:(Increase) in accounts receivable
    
    
    (59,562
    )
    
    
    (104,867
    )Decrease (increase) in other assets
    
    
    31,487
    
    
    
    (16,159
    )(Decrease) increase in accounts payable and accrued liabilities
    
    
    (56,453
    )
    
    
    1,254Increase in deferred directory revenue
    
    
    43,086
    
    
    
    319,565Increase in other non-current liabilities
    
    
    8,168
    
    
    
    8,722Net cash provided by operating activities
    
    
    143,752
    
    
    
    195,990Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (13,120
    )
    
    
    (10,396
    )Acquisitions, net of cash received
    
    
    
    
    
    
    (1,888,745
    )Equity investment
    
    
    (2,500
    )
    
    
    Net cash used in investing activities
    
    
    (15,620
    )
    
    
    (1,899,141
    )Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs
    
    
    
    
    
    
    2,517,466Revolver borrowings
    
    
    207,250
    
    
    
    168,700Revolver repayments
    
    
    (226,350
    )
    
    
    (44,700
    )Repurchase of redeemable convertible preferred stock
    
    
    
    
    
    
    (336,123
    )Credit facilities repayments and note repurchases
    
    
    (193,528
    )
    
    
    (418,895
    )Decrease in checks not yet presented for payment
    
    
    (6,203
    )
    
    
    (5,925
    )Proceeds from employee stock option exercises
    
    
    9,111
    
    
    
    14,118Net cash (used in) provided by financing activities
    
    
    (209,720
    )
    
    
    1,894,641(Decrease) increase in cash and cash equivalents
    
    
    (81,588
    )
    
    
    191,490Cash and cash equivalents, beginning of year
    
    
    156,249
    
    
    
    7,793Cash and cash equivalents, end of period
    
    $
    74,661
    
    
    $
    199,283Supplemental Information:Cash paid:Interest
    
    $
    217,221
    
    
    $
    122,626Income taxes, net
    
    $
    142
    
    
    $
    231
  5




---



##### 



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
   6




---



##### 



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. 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.
    9




---



##### 



Income Taxes. Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109
 Pension and Postretirement Benefits.
 Earnings (Loss) Per Share. Earnings Per Share. Participating Securities and the Two-Class Method under FASB
Statement 128
  10




---



##### 



Three months endedMarch 31,2007
    
    2006Basic EPSIncome (loss) available to common shareholders
    
    $
    15,951
    
    
    $
    (42,497
    )Amount
allocable to common shareholders
(1)
    
    
    100
    %
    
    
    100
    %Income (loss) allocable to common shareholders
    
    
    15,951
    
    
    
    (42,497
    )Weighted average common shares outstanding
    
    
    70,663
    
    
    
    55,607Basic earnings (loss) per share
    
    $
    0.23
    
    
    $
    (0.76
    )Diluted EPSIncome (loss) available to common shareholders
    
    $
    15,951
    
    
    $
    (42,497
    )Amount allocable to common shareholders (1)
    
    
    100
    %
    
    
    100
    %Income (loss) allocable to common shareholders
    
    
    15,951
    
    
    
    (42,497
    )Weighted average common shares outstanding
    
    
    70,663
    
    
    
    55,607Dilutive effect of stock awards and warrants (2)
    
    
    1,340
    
    
    
    Dilutive effect of Preferred Stock assuming conversion(2)
    
    
    
    
    
    
    Weighted average diluted shares outstanding
    
    
    72,003
    
    
    
    55,607Diluted earnings (loss) per share
    
    $
    0.22
    
    
    $
    (0.76
    )
 
 (1)
    
    In computing EPS using the two-class method, we have not allocated the net loss reported for
the three months ended March 31, 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 months ended March
31, 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 March 31, 2007 and 2006, 1.1 million and 1.9 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 months
ended March 31, 2006, the assumed conversion of the Preferred Stock into 1.6 million shares of
common stock was anti-dilutive and therefore not included in the calculation of diluted EPS. Stock-Based Awards
   Share-Based Payment
 11




---



##### 



Estimates.
 New Accounting Pronouncements. The Fair Value
Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement
No. 115
 Fair Value Measurements
  3. Acquisitions
  12




---



##### 



Business Combinations Goodwill
and Other Intangible Assets
 13




---



##### 



Three Months EndedMarch 31, 2006Net revenue
    
    $
    460.4Operating income
    
    
    65.6Net loss
    
    
    (110.0
    )Diluted loss per share
    
    $
    (1.58
    )
 4. Intangible Assets and Goodwill
  Directory
    
    Local
    
    NationalServices
    
    Customer
    
    CMR
    
    Trade
    
    Advertising
    
    TechnologyAgreements
    
    Relationships
    
    Relationships
    
    Names
    
    Commitment
    
    & Other
    
    TotalInitial fair value:Qwest
    
    $
    7,320,000
    
    
    $
    875,000
    
    
    $
    205,000
    
    
    $
    490,000
    
    
    $
    25,000
    
    
    $
    
    
    
    $
    8,915,000AT&T
    
    
    952,500
    
    
    
    90,000
    
    
    
    55,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,097,500Embarq
    
    
    1,625,000
    
    
    
    200,000
    
    
    
    60,000
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    1,915,000Local Launch
    
    
    
    
    
    
    1,400
    
    
    
    
    
    
    
    800
    
    
    
    
    
    
    
    5,100
    
    
    
    7,300Total
    
    
    9,897,500
    
    
    
    1,166,400
    
    
    
    320,000
    
    
    
    520,800
    
    
    
    25,000
    
    
    
    5,100
    
    
    
    11,934,800Accumulated
amortization
    
    
    (391,832
    )
    
    
    (79,275
    )
    
    
    (25,535
    )
    
    
    (46,704
    )
    
    
    (2,431
    )
    
    
    (798
    )
    
    
    (546,575
    )Net intangible
assets
    
    $
    9,505,668
    
    
    $
    1,087,125
    
    
    $
    294,465
    
    
    $
    474,096
    
    
    $
    22,569
    
    
    $
    4,302
    
    
    $
    11,388,225
 14




---



##### 



®
  15




---



##### 



16




---



##### 



5. Long-Term Debt, Credit Facilities and Notes
  March 31, 2007
    
    December 31, 2006RHD6.875% Senior Notes due 2013
    
    $
    300,000
    
    
    $
    300,0006.875% Series A-1 Senior Discount Notes due 2013
    
    
    336,302
    
    
    
    335,4016.875% Series A-2 Senior Discount Notes due 2013
    
    
    608,102
    
    
    
    606,4728.875% Series A-3 Senior Notes due 2016
    
    
    1,210,000
    
    
    
    1,210,000R.H. Donnelley Inc. (RHDI)Credit Facility
    
    
    1,904,935
    
    
    
    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
    
    
    513,282
    
    
    
    513,6639% Senior Discount Notes due 2013
    
    
    676,721
    
    
    
    663,153Dex Media EastCredit Facility
    
    
    603,177
    
    
    
    656,5719.875% Senior Notes due 2009
    
    
    474,591
    
    
    
    476,67712.125% Senior Subordinated Notes due 2012
    
    
    388,725
    
    
    
    390,314Dex Media WestCredit Facility
    
    
    1,333,283
    
    
    
    1,450,9178.5% Senior Notes due 2010
    
    
    402,158
    
    
    
    403,2605.875% Senior Notes due 2011
    
    
    8,783
    
    
    
    8,7869.875% Senior Subordinated Notes due 2013
    
    
    831,411
    
    
    
    833,469Total RHD Consolidated
    
    
    10,199,404
    
    
    
    10,403,152Less current portion
    
    
    362,181
    
    
    
    382,631Long-term debt
    
    $
    9,837,223
    
    
    $
    10,020,521
 Credit Facilities
 RHDI
  17




---



##### 




    
    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
  18




---



##### 




    
    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
 19




---



##### 



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
  20




---



##### 



Initial Fair Value
    
    Unamortized FairAdjustment at
    
    Value Adjustment atJanuary 31, 2006
    
    March 31, 2007Dex Media, Inc.8% Senior Notes due 2013
    
    $
    15,000
    
    
    $
    13,2829% Senior Discount Notes due 2013
    
    
    17,177
    
    
    
    15,758Dex Media EastCredit Facility
    
    
    
    
    
    
    9.875% Senior Notes due 2009
    
    
    34,290
    
    
    
    24,88412.125% Senior Subordinated Notes due 2012
    
    
    54,600
    
    
    
    47,474Dex Media WestCredit Facility
    
    
    
    
    
    
    8.5% Senior Notes due 2010
    
    
    22,138
    
    
    
    17,1585.875% Senior Notes due 2011
    
    
    76
    
    
    
    639.875% Senior Subordinated Notes due 2013
    
    
    79,022
    
    
    
    69,761Total
    
    $
    222,303
    
    
    $
    188,380
 6. Derivative Financial Instruments
  Effective Dates
    
    Notional Amount
    
    
    Pay Rates
    
    Maturity Dates(amounts in millions)May 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, 2008December 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%
    
    August 28, 2008March 10, 2006
    
    
    150
    (2)
    
    5.010%
    
    March 10, 2008May 25, 2006
    
    
    300
    (3)
    
    5.326%
    
    May 25, 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
    
    $
    2,725
 21




---



##### 



(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.      7. Redeemable Preferred Stock and Warrants
   22




---



##### 



Dividend yield
    
    
    0
    %Expected volatility
    
    
    35
    %Risk-free interest rate
    
    
    3.0
    %Expected holding period
    
    5 years
       23




---



##### 



8. Restructuring Charges
  2003
    
    2005
    
    2006Restructuring
    
    Restructuring
    
    RestructuringActions
    
    Actions
    
    Actions
    
    TotalBalance at December 31, 2006
    
    $
    971
    
    
    $
    1,943
    
    
    $
    7,615
    
    
    $
    10,529Additions to reserve charged to goodwill
    
    
    
    
    
    
    
    
    
    
    96
    
    
    
    96Payments
    
    
    (11
    )
    
    
    (52
    )
    
    
    (1,375
    )
    
    
    (1,438
    )Balance at March 31, 2007
    
    $
    960
    
    
    $
    1,891
    
    
    $
    6,336
    
    
    $
    9,187
     24




---



##### 



9. Income Taxes
       10. Benefit Plans
  RHD Pension Plan.
  25




---



##### 



Dex Media Pension Plan.
 RHD and Dex Media Savings Plans.
 RHD and Dex Media Postretirement Benefits.
 Employers Disclosures About Pensions and Other Postretirement
Benefits (Revised 2003),
 Pension
    
    PostretirementBenefits
    
    BenefitsThree Months
    
    Three MonthsEnded March 31,
    
    Ended March 31,2007
    
    2006
    
    2007
    
    2006Service cost
    
    $
    3,282
    
    
    $
    2,744
    
    
    $
    637
    
    
    $
    516Interest cost
    
    
    4,533
    
    
    
    3,412
    
    
    
    1,377
    
    
    
    904Expected return on plan assets
    
    
    (4,940
    )
    
    
    (4,206
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    33
    
    
    
    50
    
    
    
    430
    
    
    
    242Amortization of net loss
    
    
    272
    
    
    
    468
    
    
    
    
    
    
    
    65Net periodic benefit cost
    
    $
    3,180
    
    
    $
    2,468
    
    
    $
    2,444
    
    
    $
    1,727
  11. Business Segments
  26




---



##### 



12. Legal Proceedings
     13. Guarantees
    27




---



##### 



R.H. Donnelley Corporation
Condensed Consolidating Balance Sheet
March 31, 2007
 R.H. Donnelley
    
    R.H.
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Donnelley Inc.
    
    Guarantor
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationAssetsCash and cash equivalents
    
    $
    58,792
    
    
    $
    2,089
    
    
    $
    4,200
    
    
    $
    9,580
    
    
    $
    
    
    
    $
    74,661Accounts receivable, net
    
    
    
    
    
    
    
    
    
    
    427,002
    
    
    
    657,951
    
    
    
    
    
    
    
    1,084,953Deferred directory costs
    
    
    
    
    
    
    
    
    
    
    64,470
    
    
    
    140,642
    
    
    
    
    
    
    
    205,112Short-term deferred income taxes, net
    
    
    335
    
    
    
    
    
    
    
    35,947
    
    
    
    16,023
    
    
    
    (45,377
    )
    
    
    6,928Prepaid expenses and other current
assets
    
    
    6,201
    
    
    
    18,517
    
    
    
    19,344
    
    
    
    42,300
    
    
    
    
    
    
    
    86,362Total current assets
    
    
    65,328
    
    
    
    20,606
    
    
    
    550,963
    
    
    
    866,496
    
    
    
    (45,377
    )
    
    
    1,458,016Investment in subsidiaries
    
    
    4,519,373
    
    
    
    1,642,157
    
    
    
    
    
    
    
    
    
    
    
    (6,161,530
    )
    
    
    Fixed assets and computer software,
net
    
    
    11,424
    
    
    
    79,692
    
    
    
    7,787
    
    
    
    59,718
    
    
    
    
    
    
    
    158,621Other non-current assets
    
    
    170,314
    
    
    
    46,760
    
    
    
    799
    
    
    
    20,242
    
    
    
    (102,586
    )
    
    
    135,529Intercompany notes receivable
    
    
    
    
    
    
    1,649,636
    
    
    
    (1,649,636
    )
    
    
    
    
    
    
    
    
    
    
    Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    2,735,689
    
    
    
    8,652,536
    
    
    
    
    
    
    
    11,388,225Goodwill
    
    
    
    
    
    
    
    
    
    
    315,560
    
    
    
    2,522,323
    
    
    
    
    
    
    
    2,837,883Total Assets
    
    $
    4,766,439
    
    
    $
    3,438,851
    
    
    $
    1,961,162
    
    
    $
    12,121,315
    
    
    $
    (6,309,493
    )
    
    $
    15,978,274Liabilities and Shareholders EquityAccounts payable and accrued
liabilities
    
    $
    5,948
    
    
    $
    29,980
    
    
    $
    21,233
    
    
    $
    90,101
    
    
    $
    
    
    
    $
    147,262Accrued interest
    
    
    41,350
    
    
    
    28,314
    
    
    
    
    
    
    
    77,164
    
    
    
    
    
    
    
    146,828Deferred directory revenue
    
    
    
    
    
    
    
    
    
    
    429,654
    
    
    
    811,228
    
    
    
    
    
    
    
    1,240,882Short-term deferred income taxes, net
    
    
    
    
    
    
    45,371
    
    
    
    
    
    
    
    
    
    
    
    (45,371
    )
    
    
    Current portion of long-term debt
    
    
    
    
    
    
    84,800
    
    
    
    
    
    
    
    277,381
    
    
    
    
    
    
    
    362,181Total current liabilities
    
    
    47,298
    
    
    
    188,465
    
    
    
    450,887
    
    
    
    1,255,874
    
    
    
    (45,371
    )
    
    
    1,897,153Intercompany, net
    
    
    395,491
    
    
    
    (2,033
    )
    
    
    (441,452
    )
    
    
    30,986
    
    
    
    17,008
    
    
    
    Long-term debt
    
    
    2,454,404
    
    
    
    2,428,069
    
    
    
    
    
    
    
    4,954,750
    
    
    
    
    
    
    
    9,837,223Deferred income taxes, net
    
    
    
    
    
    
    (89,402
    )
    
    
    284,031
    
    
    
    2,003,171
    
    
    
    (4,906
    )
    
    
    2,192,894Other long-term liabilities
    
    
    9,710
    
    
    
    142,369
    
    
    
    25,539
    
    
    
    128,544
    
    
    
    (114,694
    )
    
    
    191,468Shareholders equity
    
    
    1,859,536
    
    
    
    771,383
    
    
    
    1,642,157
    
    
    
    3,747,990
    
    
    
    (6,161,530
    )
    
    
    1,859,536Total Liabilities and Shareholders
Equity
    
    $
    4,766,439
    
    
    $
    3,438,851
    
    
    $
    1,961,162
    
    
    $
    12,121,315
    
    
    $
    (6,309,493
    )
    
    $
    15,978,274
 28




---



##### 



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
 29




---



##### 



R.H. Donnelley Corporation
Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2007
 R.H. Donnelley
    
    R.H. Donnelley
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.
    
    Guarantor
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    
    
    
    $
    257,935
    
    
    $
    406,128
    
    
    $
    (1,259
    )
    
    $
    662,804Expenses
    
    
    3,024
    
    
    
    17,930
    
    
    
    136,439
    
    
    
    278,487
    
    
    
    (1,054
    )
    
    
    434,826Partnership and equity income
    
    
    51,477
    
    
    
    50,027
    
    
    
    
    
    
    
    
    
    
    
    (101,504
    )
    
    
    Operating income
    
    
    48,453
    
    
    
    32,097
    
    
    
    121,496
    
    
    
    127,641
    
    
    
    (101,709
    )
    
    
    227,978Interest expense, net
    
    
    (52,965
    )
    
    
    (7,384
    )
    
    
    (40,808
    )
    
    
    (100,458
    )
    
    
    
    
    
    
    (201,615
    )Other (loss) income
    
    
    
    
    
    
    
    
    
    
    (205
    )
    
    
    
    
    
    
    205
    
    
    
    Income (loss) before income
taxes
    
    
    (4,512
    )
    
    
    24,713
    
    
    
    80,483
    
    
    
    27,183
    
    
    
    (101,504
    )
    
    
    26,363(Provision) benefit for
income taxes
    
    
    20,463
    
    
    
    9,759
    
    
    
    (30,456
    )
    
    
    (10,178
    )
    
    
    
    
    
    
    (10,412
    )Net income
    
    $
    15,951
    
    
    $
    34,472
    
    
    $
    50,027
    
    
    $
    17,005
    
    
    $
    (101,504
    )
    
    $
    15,951
 R.H. Donnelley Corporation
Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2006
 R.H. Donnelley
    
    R.H. Donnelley
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.
    
    Guarantor
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    
    
    
    $
    261,369
    
    
    $
    59,110
    
    
    $
    
    
    
    $
    320,479Expenses
    
    
    842
    
    
    
    29,796
    
    
    
    122,352
    
    
    
    130,239
    
    
    
    (817
    )
    
    
    282,412Partnership and equity income
    
    
    (46,027
    )
    
    
    68,932
    
    
    
    
    
    
    
    
    
    
    
    (22,905
    )
    
    
    Operating income (loss)
    
    
    (46,869
    )
    
    
    39,136
    
    
    
    139,017
    
    
    
    (71,129
    )
    
    
    (22,088
    )
    
    
    38,067Interest expense, net
    
    
    (38,539
    )
    
    
    (17,472
    )
    
    
    (32,461
    )
    
    
    (65,269
    )
    
    
    
    
    
    
    (153,741
    )Other (loss) income
    
    
    (14
    )
    
    
    
    
    
    
    (364
    )
    
    
    
    
    
    
    378
    
    
    
    (Loss) income before income
taxes
    
    
    (85,422
    )
    
    
    21,664
    
    
    
    106,192
    
    
    
    (136,398
    )
    
    
    (21,710
    )
    
    
    (115,674
    )Benefit (provision) for
income taxes
    
    
    13,704
    
    
    
    15,648
    
    
    
    (37,260
    )
    
    
    53,059
    
    
    
    (1,195
    )
    
    
    43,956Net (loss) income
    
    
    (71,718
    )
    
    
    37,312
    
    
    
    68,932
    
    
    
    (83,339
    )
    
    
    (22,905
    )
    
    
    (71,718
    )Preferred dividend
    
    
    (1,974
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,974
    )Gain on repurchase of
preferred stock
    
    
    31,195
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,195         Loss available to common
shareholders
    
    $
    (42,497
    )
    
    $
    37,312
    
    
    $
    68,932
    
    
    $
    (83,339
    )
    
    $
    (22,905
    )
    
    $
    (42,497
    )
 30




---



##### 



R.H. Donnelley Corporation
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2007
 R.H.
    
    R.H.Donnelley
    
    Donnelley
    
    
    
    
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.
    
    Guarantor
    
    Non-Guarantor
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    CorporationCash flow from operating activities
    
    $
    (107,756
    )
    
    $
    37,213
    
    
    $
    57,819
    
    
    $
    156,476
    
    
    $
    143,752Cash flow from investing activities:Additions to fixed assets and
computer software
    
    
    (2,556
    )
    
    
    (6,230
    )
    
    
    (1,225
    )
    
    
    (3,109
    )
    
    
    (13,120
    )Equity investment
    
    
    (2,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,500
    )Net cash flow used in investing
activities
    
    
    (5,056
    )
    
    
    (6,230
    )
    
    
    (1,225
    )
    
    
    (3,109
    )
    
    
    (15,620
    )Cash flow from financing activities:Revolver borrowings
    
    
    
    
    
    
    151,550
    
    
    
    
    
    
    
    55,700
    
    
    
    207,250Revolver repayments
    
    
    
    
    
    
    (178,950
    )
    
    
    
    
    
    
    (47,400
    )
    
    
    (226,350
    )Credit facilities repayments
    
    
    
    
    
    
    (14,200
    )
    
    
    
    
    
    
    (179,328
    )
    
    
    (193,528
    )Increase (decrease) in checks
not yet presented for payment
    
    
    232
    
    
    
    (1,866
    )
    
    
    (3,031
    )
    
    
    (1,538
    )
    
    
    (6,203
    )Proceeds from employee stock
option exercises
    
    
    9,111
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,111Intercompany Debt
    
    
    
    
    
    
    27,662
    
    
    
    (27,662
    )
    
    
    
    
    
    
    Dividends to Parent
    
    
    39,696
    
    
    
    (14,696
    )
    
    
    (25,000
    )
    
    
    
    
    
    
    Net cash flow used in financing
activities
    
    
    49,039
    
    
    
    (30,500
    )
    
    
    (55,693
    )
    
    
    (172,566
    )
    
    
    (209,720
    )Change in cash
    
    
    (63,773
    )
    
    
    483
    
    
    
    901
    
    
    
    (19,199
    )
    
    
    (81,588
    )Cash at beginning of year
    
    
    122,565
    
    
    
    1,606
    
    
    
    3,299
    
    
    
    28,779
    
    
    
    156,249Cash at end of period
    
    $
    58,792
    
    
    $
    2,089
    
    
    $
    4,200
    
    
    $
    9,580
    
    
    $
    74,661
 R.H. Donnelley Corporation
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2006
 R.H.
    
    R.H.Donnelley
    
    Donnelley
    
    
    
    
    
    Non-
    
    
    
    
    
    ConsolidatedCorporation
    
    Inc.
    
    Guarantor
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    CorporationCash flow from operations
    
    $
    131,237
    
    
    $
    14,634
    
    
    $
    111,647
    
    
    $
    76,725
    
    
    $
    (138,253
    )
    
    $
    195,990Cash flow from investing activities:Additions to fixed assets and
computer software
    
    
    (2,325
    )
    
    
    (3,412
    )
    
    
    (158
    )
    
    
    (4,501
    )
    
    
    
    
    
    
    (10,396
    )Acquisitions, net of cash received
    
    
    (1,755,568
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (133,177
    )
    
    
    (1,888,745
    )Net cash flow used in investing
activities
    
    
    (1,757,893
    )
    
    
    (3,412
    )
    
    
    (158
    )
    
    
    (4,501
    )
    
    
    (133,177
    )
    
    
    (1,899,141
    )Cash flow from investing activitiesProceeds from issuance of debt,
net of costs
    
    
    2,079,680
    
    
    
    
    
    
    
    
    
    
    
    437,786
    
    
    
    
    
    
    
    2,517,466Revolver borrowings
    
    
    
    
    
    
    3,700
    
    
    
    
    
    
    
    165,000
    
    
    
    
    
    
    
    168,700Revolver repayments
    
    
    
    
    
    
    (8,700
    )
    
    
    
    
    
    
    (36,000
    )
    
    
    
    
    
    
    (44,700
    )Repurchase of redeemable
convertible preferred stock
    
    
    (336,123
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (336,123
    )Credit facilities repayments and
note repurchases
    
    
    
    
    
    
    (71,340
    )
    
    
    
    
    
    
    (347,555
    )
    
    
    
    
    
    
    (418,895
    )Decrease in checks not yet
presented for payment
    
    
    
    
    
    
    (1,690
    )
    
    
    (361
    )
    
    
    (3,874
    )
    
    
    
    
    
    
    (5,925
    )Proceeds from employee stock option
exercises
    
    
    14,118
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,118Dividends to Parent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (265,745
    )
    
    
    265,745
    
    
    
    Intercompany notes and other
    
    
    53,770
    
    
    
    73,144
    
    
    
    (111,784
    )
    
    
    (40,555
    )
    
    
    25,425
    
    
    
    Net cash flow provided by financing
activities
    
    
    1,811,445
    
    
    
    (4,886
    )
    
    
    (112,145
    )
    
    
    (90,943
    )
    
    
    291,170
    
    
    
    1,894,641Change in cash
    
    
    184,789
    
    
    
    6,336
    
    
    
    (656
    )
    
    
    (18,719
    )
    
    
    19,740
    
    
    
    191,490Cash at beginning of year
    
    
    830
    
    
    
    2,703
    
    
    
    4,260
    
    
    
    19,740
    
    
    
    (19,740
    )
    
    
    7,793Cash at end of period
    
    $
    185,619
    
    
    $
    9,039
    
    
    $
    3,604
    
    
    $
    1,021
    
    
    $
    
    
    
    $
    199,283
 31




---



##### 



Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Forward-Looking Information
  Corporate Overview
   ® ®
  32




---



##### 



®
 Significant Business Developments
   33




---



##### 



®
      Segment Reporting
  34




---



##### 



New Accounting Pronouncements
 The Fair Value Option for Financial Assets and Financial
Liabilities  Including an amendment of FASB Statement No. 115
 Fair Value Measurements
  35




---



##### 



RESULTS OF OPERATIONS
Three months ended March 31, 2007 and 2006
 Factors Affecting Comparability
 Acquisitions
  GAAP Reported Results
 Net Revenue
  Three Months Ended March 31,(amounts in millions)
    
    2007
    
    2006
    
    $ ChangeGross directory advertising
revenue
    
    $
    668.6
    
    
    $
    323.1
    
    
    $
    345.5Sales claims and allowances
    
    
    (16.7
    )
    
    
    (8.1
    )
    
    
    (8.6
    )Net directory advertising revenue
    
    
    651.9
    
    
    
    315.0
    
    
    
    336.9Other revenue
    
    
    10.9
    
    
    
    5.5
    
    
    
    5.4Total
    
    $
    662.8
    
    
    $
    320.5
    
    
    $
    342.3
  36




---



##### 



Expenses
  Three Months Ended March 31,(amounts in millions)
    
    2007
    
    2006
    
    $ ChangeCost of revenue
    
    $
    294.2
    
    
    $
    180.5
    
    
    $
    113.7General and administrative expenses
    
    
    37.6
    
    
    
    39.2
    
    
    
    (1.6
    )Depreciation and amortization
    
    
    103.0
    
    
    
    62.7
    
    
    
    40.3Total
    
    $
    434.8
    
    
    $
    282.4
    
    
    $
    152.4
 37




---



##### 



Cost of Revenue
  (amounts in millions)
    
    $ ChangeExpenses related to the Dex Media Business excluded from the three months ended March 31, 2006 due to
purchase accounting from the Dex Media Merger
    
    $
    97.6Increased information technology (IT) expenses
    
    
    8.0Increased internet production and distribution costs
    
    
    6.8Increased cost uplift expense
    
    
    3.7Decreased stock-based compensation expense under SFAS No. 123 (R)
    
    
    (0.9
    )All other
    
    
    (1.5
    )Total increase in cost of revenue for the three months ended March 31, 2007
    
    $
    113.7
    38




---



##### 



General and Administrative Expenses
  (amounts in millions)
    
    $ ChangeIncreased billing, credit and collection expenses
    
    $
    2.8Decreased general corporate expenses
    
    
    (2.3
    )Decreased stock-based compensation expense under SFAS No. 123 (R)
    
    
    (1.7
    )All other
    
    
    (0.4
    )Total decrease in G&A expenses for the three months ended March 31, 2007
    
    $
    (1.6
    )
   39




---



##### 



Depreciation and Amortization
  Operating Income
  Three Months Ended March 31,(amounts in millions)
    
    2007
    
    2006
    
    $ ChangeTotal
    
    $
    228.0
    
    
    $
    38.1
    
    
    $
    189.9
  Interest Expense, Net
  Income Taxes
  40




---



##### 



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
   41




---



##### 



Adjusted Pro Forma Amounts and Other Non-GAAP Measures
  2007 Reported GAAP Operating Income Compared to 2006 Adjusted Pro Forma Operating Income
  Three Months EndedMarch 31, 2007Reported(amounts in millions)
    
    GAAPNet revenue
    
    $
    662.8Expenses, other than D&A
    
    
    331.8D&A
    
    
    103.0Operating income
    
    $
    228.0
 Three Months Ended March 31, 2006AdjustedReported
    
    
    
    
    
    Pro(amounts in millions)
    
    GAAP
    
    Adjustments
    
    FormaNet revenue
    
    $
    320.5
    
    
    $
    356.0
    (1)
    
    $
    676.5Expenses, other than D&A
    
    
    219.7
    
    
    
    97.6
    (2)
    
    
    317.3D&A
    
    
    62.7
    
    
    
    20.5
    (3)
    
    
    83.2Operating income
    
    $
    38.1
    
    
    $
    237.9
    
    
    $
    276.0
 42




---



##### 



(1)
    
    Represents all deferred 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. Adjustments also include revenue for January 2006 as reported by Dex
Media.(2)
    
    Represents (a) certain deferred 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, (b) expenses for January 2006 as reported by Dex Media, (c)
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 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. 2007 Reported GAAP Net Revenue Compared to 2006 Adjusted Pro Forma Net Revenue
  Three Months EndedMarch 31, 2007Reported(amounts in millions)
    
    GAAPGross directory advertising revenue
    
    $
    668.6Sales claims and allowances
    
    
    (16.7
    )Net directory advertising revenue
    
    
    651.9Other revenue
    
    
    10.9Net revenue
    
    $
    662.8
 Three Months Ended March 31, 2006Reported
    
    
    
    
    
    Adjusted Pro(amounts in millions)
    
    GAAP
    
    Adjustments
    
    FormaGross directory advertising revenue
    
    $
    323.1
    
    
    $
    356.6
    (1)
    
    $
    679.7Sales claims and allowances
    
    
    (8.1
    )
    
    
    (6.8
    )(1)
    
    
    (14.9
    )Net directory advertising revenue
    
    
    315.0
    
    
    
    349.8
    
    
    
    664.8Other revenue
    
    
    5.5
    
    
    
    6.2
    (2)
    
    
    11.7Net revenue
    
    $
    320.5
    
    
    $
    356.0
    
    
    $
    676.5
 
 (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.
Adjustments also include 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. 43




---



##### 



2007 Reported GAAP Expenses Compared to 2006 Adjusted Pro Forma Expenses
  (amounts in millions)
    
    $ ChangeIncreased cost uplift expense
    
    $
    17.0Increased internet production and distribution costs
    
    
    3.4Increased information technology (IT) expenses
    
    
    3.2Decreased general corporate expenses
    
    
    (6.3
    )Decreased stock-based compensation expense under SFAS No. 123 (R)
    
    
    (2.6
    )All other
    
    
    (0.2
    )Total increase in 2007 reported GAAP cost of revenue and G&A
expenses compared to 2006 adjusted pro forma cost of revenue and
G&A expenses
    
    $
    14.5
      44




---



##### 



2007 Reported GAAP Operating Income Compared to 2006 Adjusted Pro Forma Operating Income
  45




---



##### 



LIQUIDITY AND CAPITAL RESOURCES
  March 31, 2007
    
    December 31, 2006RHD6.875% Senior Notes due 2013
    
    $
    300,000
    
    
    $
    300,0006.875% Series A-1 Senior Discount Notes due 2013
    
    
    336,302
    
    
    
    335,4016.875% Series A-2 Senior Discount Notes due 2013
    
    
    608,102
    
    
    
    606,4728.875% Series A-3 Senior Notes due 2016
    
    
    1,210,000
    
    
    
    1,210,000R.H. Donnelley Inc. (RHDI)Credit Facility
    
    
    1,904,935
    
    
    
    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
    
    
    513,282
    
    
    
    513,6639% Senior Discount Notes due 2013
    
    
    676,721
    
    
    
    663,153Dex Media EastCredit Facility
    
    
    603,177
    
    
    
    656,5719.875% Senior Notes due 2009
    
    
    474,591
    
    
    
    476,67712.125% Senior Subordinated Notes due 2012
    
    
    388,725
    
    
    
    390,314Dex Media WestCredit Facility
    
    
    1,333,283
    
    
    
    1,450,9178.5% Senior Notes due 2010
    
    
    402,158
    
    
    
    403,2605.875% Senior Notes due 2011
    
    
    8,783
    
    
    
    8,7869.875% Senior Subordinated Notes due 2013
    
    
    831,411
    
    
    
    833,469Total RHD Consolidated
    
    
    10,199,404
    
    
    
    10,403,152Less current portion
    
    
    362,181
    
    
    
    382,631Long-term debt
    
    $
    9,837,223
    
    
    $
    10,020,521
 Credit Facilities
 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
 46




---



##### 




    
    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
  47




---



##### 




    
    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
 48




---



##### 



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




---



##### 



Business Combinations
 Initial Fair
    
    UnamortizedValue
    
    Fair ValueBook Value
    
    Fair Value at
    
    Adjustment at
    
    Adjustment atat January 31,
    
    January 31,
    
    January 31,
    
    March 31,2006
    
    2006
    
    2006
    
    2007Dex Media Credit Facilities
    
    $
    1,950.1
    
    
    $
    1,950.1
    
    
    $
    
    
    
    $
    Dex Media, Inc. 8% Senior Notes
    
    
    500.0
    
    
    
    515.0
    
    
    
    15.0
    
    
    
    13.3Dex Media, Inc. 9% Senior Discount Notes
    
    
    598.8
    
    
    
    616.0
    
    
    
    17.2
    
    
    
    15.8Dex Media East 9.875% Senior Notes
    
    
    450.0
    
    
    
    484.3
    
    
    
    34.3
    
    
    
    24.9Dex Media East 12.125% Senior Subordinated Notes
    
    
    341.3
    
    
    
    395.9
    
    
    
    54.6
    
    
    
    47.5Dex Media West 8.5% Senior Notes
    
    
    385.0
    
    
    
    407.1
    
    
    
    22.1
    
    
    
    17.1Dex 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
    
    
    
    69.7Total Dex Media Outstanding Debt at January 31, 2006
    
    $
    5,287.0
    
    
    $
    5,509.3
    
    
    $
    222.3
    
    
    $
    188.4
   50




---



##### 




    
    $16.0 million in net income.
    
    $161.0 million of net non-cash charges primarily consisting of $103.0 million of
depreciation and amortization, $22.5 million in bad debt provision, $13.9 million of
stock-based compensation expense, $11.4 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 $10.2
million in deferred income taxes.
    
    $16.5 million net use of cash from an increase in accounts receivable of $59.6
million, offset by an increase in deferred directory revenue of $43.1 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.
    
    $31.5 million net source of cash from a decrease in other assets, consisting of a
$35.4 million decrease in prepaid expenses and other current assets, offset by a $3.9
million increase in other non-current assets, primarily relating to changes in the fair
value of the Companys interest rate swap agreements.
    
    $56.4 million net use of cash from a decrease in accounts payable and accrued
liabilities, primarily reflecting a $29.7 million decrease in accrued liabilities,
including accrued salaries and related bonuses, and a $32.6 million decrease in accrued
interest payable on outstanding debt, offset by a $5.9 million increase in trade
accounts payable.
    
    $8.2 million net source of cash from an increase in other non-current liabilities,
including pension and postretirement long-term liabilities.
  
    
    $13.1 million used to purchase fixed assets, primarily computer equipment, software
and leasehold improvements.
    
    $2.5 million used to fund an equity investment.
 51




---



##### 




    
    $419.9 million in principal payments on debt borrowed under each of the credit
facilities. Of this amount, $73.5 million represents scheduled principal payments,
$120.0 million represents principal payments made on an accelerated basis, at our
option, from available cash flow generated from operations and $226.4 million represents
principal payments on the revolvers.
    
    $207.3 million source in borrowings under the revolvers.
    
    $9.1 million in proceeds from the exercise of employee stock options.
    
    $6.2 million used in the decreased balance of checks not yet presented for payment.
  
    
    $71.7 million in net loss.
    
    $59.3 million of net non-cash charges primarily consisting of $62.7 million of
depreciation and amortization, $8.5 million in bad debt provision, $16.5 million of
stock-based compensation expense and $15.6 million in other non-cash charges, offset by
$44.0 million in deferred taxes.
    
    $214.7 million net source of cash from a $319.6 million increase in deferred
directory revenue, offset by an increase in accounts receivable of $104.9 million. The
change in deferred revenue and accounts receivable are analyzed together given the fact
that when a directory is published, the annual billing value of that directory is
initially deferred and unbilled accounts receivable are established. Each month
thereafter, a proportionate share of the billing value (typically one twelfth) is
recognized as revenue and billed to customers. Additionally, under purchase accounting
rules, deferred revenue was not recorded on directories that were published prior to the
Dex Media Merger, however we retained all of the rights associated with the collection
of amounts due under the advertising contracts executed prior to the Dex Media Merger.
    
    $16.2 million net use of cash from an increase in other assets, consisting of a $16.8
million increase in prepaid expenses and a $3.9 million increase in other current and
non-current assets, offset by a $4.5 million decrease in deferred directory costs.
    
    $1.2 million net source of cash from a decrease in accounts payable and accrued
liabilities, primarily reflecting a $35.5 million decrease in accrued liabilities,
offset by a $27.7 million increase in accrued interest payable on outstanding debt and a
$9.0 million increase in trade accounts payable.
    
    $8.7 million net source of cash from an increase in other non-current liabilities.
  
    
    $10.4 million used to purchase fixed assets, primarily computer equipment, software
and leasehold improvements.
    
    $1,888.7 million in cash payments in connection with the Dex Media Merger including
merger fees net of cash received from Dex Media.
 52




---



##### 




    
    $2,517.4 million in net borrowings, consisting of $2,142.5 million related to the
Series A-2 Senior Discount Notes and Series A-3 Senior Notes, which were used to fund
the cash portion of the Dex Media Merger and Series A-1 Senior Discount Notes, which
were used to fund the GS Repurchase. Net borrowings also consist of $444.2 million of
the Dex Media West tranche B-1 term loan, $150.0 million of which was used to fund the
cash portion of the Dex Media Merger and $294.2 million of which was used to fund the
purchase of the 5.875% Dex Media West Senior Notes, 9.875% Dex Media West Senior
Subordinated Notes and 9% Dex Media, Inc. Senior Discount Notes in conjunction with
change of control offers. These borrowings were net of financing costs of $69.3 million.
    
    $463.6 million in principal payments on debt borrowed under the Credit Facilities. Of
this amount, $77.0 million represents scheduled principal payments, $50.0 million
represents principal payments made on an accelerated basis, at our option, from excess
cash flow generated from operations, $291.9 represents Dex Media senior notes put back
to the Company for repurchase and $44.7 million represents principal payments on the
Revolver.
    
    $336.1 million used to repurchase the remaining 100,301 shares of our Preferred Stock in January 2006.
    
    $168.7 million source in borrowings under the revolvers.
    
    $14.1 million in proceeds from the exercise of employee stock options.
    
    $5.9 million used in the decreased balance of checks not yet presented for payment.
 Contractual Obligations
 Accounting
for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109
 53




---



##### 



Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk and Risk Management
  Effective Dates
    
    Notional Amount
    
    
    Pay Rates
    
    Maturity Dates(amounts in millions)May 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, 2008December 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%
    
    August 28, 2008March 10, 2006
    
    
    150
    (2)
    
    5.010%
    
    March 10, 2008May 25, 2006
    
    
    300
    (3)
    
    5.326%
    
    May 25, 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
    
    $
    2,725
 
 (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.   54




---



##### 



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
  55




---



##### 



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.
 PART II. OTHER INFORMATION
      56




---



##### 



VotesName
    
    Votes For
    
    Withheld/Against
    
    AbstentionsEdwina D. Woodbury
    
    
    61,332,754
    
    
    
    104,295
    
    
    
    40,725Alan F. Schultz
    
    
    61,326,401
    
    
    
    116,059
    
    
    
    35,314Barry Lawson Williams
    
    
    61,210,379
    
    
    
    236,077
    
    
    
    31,318
   Votes Withheld/Votes For
    
    Against
    
    AbstentionsRatification of the appointment of KPMG
    
    
    61,386,961
    
    
    
    55,371
    
    
    
    35,442
  Votes Withheld/Votes For
    
    Against
    
    AbstentionsStockholder
proposal regarding classified board structure
    
    
    46,167,393
    
    
    
    12,171,981
    
    
    
    36,441
  57




---



##### 



Exhibits
 Exhibit No.
    
    Document2.1#
    
    Agreement and Plan of Merger, dated as of October 3, 2005, by and 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)3.1
    
    Restated 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 3.1 to the Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 21, 2006, Commission File No. 001-07155)4.1
    
    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)4.2
    
    Form of 8.875% Senior Notes due 2010 (included in Exhibit 4.1)4.3
    
    Supplemental Indenture, dated as of January 3, 2003, among R.H. Donnelley Inc.,
as Issuer, the Company and the other guarantors signatory thereto, as Guarantors,
and The Bank of New York, as Trustee, with respect to the 8.875% Senior Notes due
2010 of R.H. Donnelley Inc. (incorporated by reference to Exhibit 4.14 to the
Companys Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 20, 2003, Commission File No. 001-07155)4.4
    
    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)4.5
    
    Third Supplemental Indenture, dated as of December 6, 2005, 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)4.6
    
    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)4.7
    
    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)
 58




---



##### 



Exhibit No.
    
    Document4.8
    
    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 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)4.9
    
    Form of 10.875% Senior Subordinated Notes due 2012 (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 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)4.11
    
    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)4.12
    
    Third Supplemental Indenture, dated as of September 1, 2004, 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)4.13
    
    Guarantees relating to the 10.875% Senior Subordinated Notes due 2012
(incorporated by reference to Exhibit 4.20 to the Companys Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March 20, 2003,
Commission File No. 001-07155)4.14
    
    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)4.15
    
    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)4.16
    
    Form of 8% Notes due 2013 (included in Exhibit 4.15)4.17
    
    Supplemental Indenture, dated as of January 31, 2006, between Dex Media, Inc.
(f/k/a Forward Acquisition Corp.) and U.S. Bank National Association, as Trustee,
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)4.18
    
    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)
 59




---



##### 



Exhibit No.
    
    Document4.19
    
    Form of 9% Discount Notes due 2013 (included in Exhibit 4.18)4.20
    
    Supplemental Indenture, dated as of January 31, 2006, between Dex Media, Inc.
(f/k/a Forward Acquisition Corp.) 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 4.2 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)4.21
    
    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)4.22
    
    Form of 9% Discount Notes due 2013 (included in Exhibit 4.21)4.23
    
    Supplemental Indenture, dated as of January 31, 2006, between Dex Media, Inc.
(f/k/a Forward Acquisition Corp.) 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 Current Report on Form 8-K, filed
with the Securities and Exchange Commission on February 6, 2006, Commission File
No. 333-131626)4.24
    
    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)4.25
    
    Form of 9 7/8% Senior Notes due 2009 (included in Exhibit 4.24)4.26
    
    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)4.27
    
    Form of 12 1/8% Senior Subordinated Notes due 2012 (included in Exhibit 4.26)4.28
    
    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)4.29
    
    Form of 8 1/2% Senior Notes due 2010 (included in Exhibit 4.28)4.30
    
    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)4.31
    
    Form of 9 7/8% Senior Subordinated Notes due 2013 (included in Exhibit 4.30)
 60




---



##### 



Exhibit No.
    
    Document4.32
    
    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. 333-121259)4.33
    
    Form of 5 7/8% Senior Notes due 2011 (included in Exhibit 4.32)4.34#
    
    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)4.35
    
    Form of 6 7/8% Senior Notes due 2013 (included in Exhibit 4.34)4.36
    
    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)4.37
    
    Form of 6.875% Series A-1 Senior Discount Note due 2013 (included in Exhibit 4.36)4.38
    
    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)4.39
    
    Form of 6.875% Series A-2 Senior Discount Note due 2013 (included in Exhibit 4.38)4.40
    
    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)4.41
    
    Indenture, dated January 27, 2006, by and 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)4.42
    
    Form of 8.875% Series A-3 Senior Note due 2016 (included in Exhibit 4.41)4.43
    
    Supplemental Indenture, dated January 31, 2006, 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 Exhibit 4.8 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)
 61




---



##### 



Exhibit No.
    
    Document10.1
    
    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)10.2
    
    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 10.1 (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)10.3
    
    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)10.4
    
    Trademark License Agreement, dated as of May 16, 2006, by and among R.H.
Donnelley Publishing & Advertising, Inc., 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)10.5
    
    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)10.6
    
    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 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)10.7
    
    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)10.8
    
    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)10.9#
    
    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)
 62




---



##### 



Exhibit No.
    
    Document10.10
    
    Non-Competition Agreement, dated as of September 1, 2004, by and 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)10.11
    
    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)10.12
    
    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)10.13
    
    Publishing Agreement, dated November 8, 2002, as amended, by and among Dex
Holding LLC., Dex Media East LLC (f/k/a SGN LLC), Dex Media West LLC (f/k/a/ GPP
LLC) and Qwest Corporation (incorporated by reference to Exhibit 10.19 to Dex
Media, Inc.s Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on April 14, 2004, Commission File No. 333-114472)10.14
    
    Amended and Restated Agreement for the Provision of Billing and Collection
Services for Directory Publishing Services, 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)10.15
    
    Agreement for the Provision of Billing and Collection Services for Directory
Publishing Services, 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)10.16
    
    Non-Competition and Non-Solicitation Agreement, dated November 8, 2002, by and
between 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)10.17^
    
    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)10.18^
    
    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)10.19^
    
    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)
 63




---



##### 



Exhibit No.
    
    Document10.20^
    
    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)10.21^
    
    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)10.22^
    
    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)10.23^
    
    Form of Restricted Stock Units 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)10.24^
    
    Form of Stock Appreciation Rights Grant Agreement under 2005 Plan (incorporated
by reference to Exhibit 10.10 to the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on October 6, 2005, Commission File
No. 001-07155)10.25^
    
    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)10.26^
    
    Deferred Compensation Plan (as amended and restated as of January 1, 2005)
(incorporated by reference to Exhibit 10.26 to the Companys Annual Report on
Form 10-K for the year ended December 31, 2006, filed with the Securities and
Exchange Commission on March 15, 2007, Commission File No. 001-07155)10.27^
    
    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)10.28^
    
    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)10.29^
    
    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)10.30^
    
    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)10.31^
    
    Amended and Restated Employment Agreement, dated October 3, 2005, by and 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)
 64




---



##### 



Exhibit No.
    
    Document10.32^
    
    Amended and Restated Employment Agreement, dated October 3, 2005, by and 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)10.33^
    
    Amended and Restated Employment Agreement, dated October 3, 2005, by and 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)10.34^
    
    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). This Agreement is no longer
in effect.10.35^
    
    Separation Agreement and Release, dated as of May 5, 2006, by and between the
Company and George A. Burnett (incorporated by reference to Exhibit 10.32 to the
Companys Quarterly Report on Form 10-Q, filed with the Securities and Exchange
Commission on November 8, 2006, Commission File No. 001-07155)10.36^
    
    Employment Agreement, dated as of January 1, 2001, by and 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)10.37^
    
    Amendment No. 1 to Employment Agreement, dated as of February 27, 2001, by and
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)10.38^
    
    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)10.39
    
    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). This Agreement is no longer in effect.10.40
    
    Agreement to Amend and Restate, dated December 13, 2005, among the Company and
lenders party to the Credit Agreement, dated as of November 8, 2002, as amended
(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). This Agreement is no longer in effect.10.41
    
    Agreement to Amend and Restate, dated December 13, 2005, among the Company and
lenders party to the Credit Agreement, dated as of September 9, 2003, as amended
(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). This Agreement is no longer in effect.
 65




---



##### 



Exhibit No.
    
    Document10.42#
    
    Second Amended and Restated Credit Agreement, dated December 13, 2005, among the
Company, R.H. Donnelley Inc., 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 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)10.43
    
    First Amendment, dated as of April 24, 2006, to the Second Amended and Restated
Credit Agreement, dated December 13, 2005, among the Company, R.H. Donnelley
Inc., 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 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)10.44
    
    Second Amended and Restated Guaranty and Collateral Agreement, dated as of
December 13, 2005, 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)10.45
    
    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)10.46#
    
    Amended and Restated Credit Agreement, dated January 31, 2006, 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 collateral agent, and the
other lenders 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)10.47
    
    Reaffirmation Agreement, dated January 31, 2006, among Dex Media, Inc. (f/k/a
Forward Acquisition Corp.), Dex Media East, Inc., Dex Media East LLC, Dex Media
East Finance Co., Dex Media International Inc. (f/k/a LCI International, Inc.)
and JPMorgan Chase Bank, N.A., as administrative agent and 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 February 6, 2006,
Commission File No. 333-131626)10.48
    
    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)
 66




---



##### 



Exhibit No.
    
    Document10.49#
    
    Amended and Restated Credit Agreement, dated January 31, 2006, among Dex Media,
Inc. (f/k/a Forward Acquisition Corp.), Dex Media West, Inc., Dex Media West LLC,
and JPMorgan Chase Bank, N.A., as collateral agent, and the other lenders 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)10.50
    
    Reaffirmation Agreement, dated January 31, 2006, among Dex Media, Inc. (f/k/a
Forward Acquisition Corp.), Dex Media West, Inc., Dex Media West LLC, Dex Media
West Finance Co., JPMorgan Chase Bank, N.A., as administrative agent and
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
February 6, 2006, Commission File No. 333-131626)10.51
    
    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)10.52
    
    First Amendment, dated as of April 24, 2006, to the Amended and Restated Credit
Agreement dated 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)10.53
    
    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)10.54
    
    First Amendment, dated as of April 24, 2006, to the Amended and Restated Credit
Agreement dated 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)10.55
    
    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)10.56
    
    Warrant Purchase Agreement, dated as of November 2, 2006, by and among R.H.
Donnelley Corporation and certain 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 November 3, 2006, Commission File No. 001-07155). This Agreement
is no longer in effect.10.57
    
    Registration Rights Agreement, dated January 7, 2006, by and between R.H.
Donnelley Corporation 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). This Agreement is no longer in effect.
 67




---



##### 



Exhibit No.
    
    Document10.58
    
    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). This Agreement is no longer in effect.10.59
    
    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). This Agreement is no longer in effect.10.60
    
    Support 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 10.3 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). This Agreement is no longer in effect.10.61
    
    Support 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 10.4 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). This Agreement is no longer in effect.10.62
    
    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). This Agreement is no longer in effect.10.63
    
    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 10.1 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). This Agreement is no longer in effect.10.64
    
    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 24, 2004, by and among Dex
Media, Inc., Dex Media East, Inc., Dex Media East, LLC, JPMorgan Chase Bank,
N.A., as administrative agent, JP 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). This Agreement is no longer in effect.
 68




---



##### 



Exhibit No.
    
    Document10.65
    
    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, JP 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 Agreement is no longer in effect.31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended March 31,
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 March 31,
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 March 31,
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.^
    
    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. 69




---



##### 



SIGNATURES
  R.H. DONNELLEY CORPORATIONDate: May 10, 2007
    By:
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and Chief Financial Officer
(Principal Financial Officer)Date: May 10, 2007
    By:
    /s/ Jeffrey A. SmithJeffrey A. SmithVice President and Controller
(Principal Accounting Officer) 70




---



##### 



Exhibit Index
 Exhibit No.
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
March 31, 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
March 31, 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
March 31, 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. 71