##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005
 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 of Incorporation)
    
    (I.R.S. Employer Identification No.)1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)
 þ o
 þ o
  Title of Class
    
    Shares Outstanding at August 1, 2005Common Stock, par value $1 per share
    
    
    31,777,775
 Commission file number 333-59287
 R.H. DONNELLEY INC. *
  Delaware
    
    36-2467635(State of Incorporation)
    
    (I.R.S. Employer Identification No.)1001 Winstead Drive, Cary, N.C.
    
    27513(Address of principal executive offices)
    
    (Zip Code)
 (919) 297-1600
 *
    
    R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation. R.H.
Donnelley Inc. meets the conditions set forth in General Instructions H (1)(a) and (b) of Form 10-Q
and is therefore filing this report with respect to R.H. Donnelley Inc. with the reduced disclosure
format. R.H. Donnelley Inc. became subject to the filing requirements of Section 15(d) on
October 1, 1998 in connection with the public offer and sale of its 9 1/8% Senior Subordinated
Notes, which were redeemed in full on February 6, 2004. In addition, R.H. Donnelley Inc. is the
obligor of 8 7/8% Senior Notes due 2010 and 10 7/8% Senior Subordinated Notes due 2012 and is
subject to the filing requirements of Section 15(d) as a result of such notes. As of August 1,
2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.




---



R.H. DONNELLEY CORPORATION
 INDEX TO FORM 10-Q
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets at June 30, 2005 and December 31, 2004
    
    
    3Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2005 and 2004
    
    
    4Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and 2004
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    31Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    50Item 4. Controls and Procedures
    
    
    51PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    52Item 4. Submission of Matters to a Vote of Security Holders
    
    
    58Item 6. Exhibits
    
    
    59SIGNATURES
    
    
    69Ex-10.15Ex-10.16Ex-10.17Ex-10.19Ex-14Ex-31.1Ex-31.2Ex-31.3Ex-31.4Ex-32.1Ex-32.2
  2




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
  R.H. Donnelley Corporation and Subsidiaries
 
 Consolidated Balance Sheets (Unaudited)
 June 30,
    
    December 31,(in thousands, except share and per share data)
    
    2005
    
    2004AssetsCurrent AssetsCash and cash equivalents
    
    $
    5,824
    
    
    $
    10,755Accounts receivableBilled
    
    
    108,536
    
    
    
    112,107Unbilled
    
    
    371,832
    
    
    
    376,419Allowance for doubtful accounts and sales claims
    
    
    (31,780
    )
    
    
    (33,093
    )Net accounts receivable
    
    
    448,588
    
    
    
    455,433Deferred directory costs
    
    
    100,354
    
    
    
    116,517Other current assets
    
    
    33,188
    
    
    
    40,604Total current assets
    
    
    587,954
    
    
    
    623,309Fixed assets and computer software, net
    
    
    43,874
    
    
    
    37,686Other non-current assets
    
    
    103,045
    
    
    
    102,628Intangible assets, net
    
    

    2,869,151
    
    
    
    2,905,330Goodwill
    
    
    319,014
    
    
    
    309,969Total Assets
    
    $
    3,923,038
    
    
    $
    3,978,922Liabilities, Redeemable Convertible Preferred
Stock and Shareholders (Deficit) EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    47,982
    
    
    $
    70,341Accrued interest
    
    
    21,030
    
    
    
    10,021Deferred directory revenue
    
    
    452,855
    
    
    
    381,424Current portion of long-term debt
    
    
    132,536
    
    
    
    162,011Total current liabilities
    
    
    654,403
    
    
    
    623,797Long-term debt
    
    
    3,090,168
    
    
    
    2,965,331Deferred income taxes, net
    
    
    133,866
    
    
    
    118,820Other non-current liabilities
    
    
    44,180
    
    
    
    36,878Total liabilities
    
    
    3,922,617
    
    
    
    3,744,826Commitments and contingenciesRedeemable convertible preferred stock (liquidation preference of $122,186 at
June 30, 2005 and $234,886 at December 31, 2004)
    
    
    112,807
    
    
    
    216,111Shareholders (Deficit) EquityCommon stock, par value $1 per share, 400,000,000 shares authorized,
51,621,894 shares issued
    
    
    51,622
    
    
    
    51,622Additional paid-in capital
    
    
    9,967
    
    
    
    107,103Warrants outstanding
    
    
    13,758
    
    
    
    13,758(Accumulated deficit) retained earnings
    
    
    (33,228
    )
    
    
    3,855Treasury stock, at cost, 19,870,130 shares at June 30, 2005 and 20,137,361 shares
at December 31, 2004
    
    
    (163,637
    )
    
    
    (163,603
    )Accumulated other comprehensive income
    
    
    9,132
    
    
    
    5,250Total shareholders (deficit) equity
    
    
    (112,386
    )
    
    
    17,985Total Liabilities, Redeemable Convertible Preferred
Stock and Shareholders (Deficit) Equity
    
    $
    3,923,038
    
    
    $
    3,978,922
  3




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##### Table of Contents



R.H. Donnelley Corporation and Subsidiaries
 
 Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
 Three months ended
    
    Six months endedJune 30,
    
    June 30,(in thousands, except per share data)
    
    2005
    
    2004
    
    2005
    
    2004Net revenue
    
    $
    232,967
    
    
    $
    144,641
    
    
    $
    440,307
    
    
    $
    288,448ExpensesOperating expenses
    
    
    106,495
    
    
    
    56,932
    
    
    
    208,836
    
    
    
    110,890General and administrative expenses
    
    
    14,831
    
    
    
    15,429
    
    
    
    27,982
    
    
    
    28,046Depreciation and amortization
    
    
    20,611
    
    
    
    14,947
    
    
    
    42,263
    
    
    
    29,339Total expenses
    
    
    141,937
    
    
    
    87,308
    
    
    
    279,081
    
    
    
    168,275Partnership income
    
    
    
    
    
    
    34,803
    
    
    
    
    
    
    
    58,701Operating income
    
    
    91,030
    
    
    
    92,136
    
    
    
    161,226
    
    
    
    178,874Interest expense, net
    
    
    (58,206
    )
    
    
    (37,496
    )
    
    
    (115,703
    )
    
    
    (77,796
    )Income before income taxes
    
    
    32,824
    
    
    
    54,640
    
    
    
    45,523
    
    
    
    101,078Provision for income taxes
    
    
    12,801
    
    
    
    21,583
    
    
    
    17,754
    
    
    
    39,926Net income
    
    
    20,023
    
    
    
    33,057
    
    
    
    27,769
    
    
    
    61,152Preferred dividend
    
    
    2,919
    
    
    
    5,392
    
    
    
    6,238
    
    
    
    10,678Loss on repurchase of redeemable convertible
preferred stock
    
    
    
    
    
    
    
    
    
    
    133,681
    
    
    
    Income (loss) available to common shareholders
    
    $
    17,104
    
    
    $
    27,665
    
    
    $
    (112,150
    )
    
    $
    50,474Earnings (loss) per shareBasic
    
    $
    0.46
    
    
    $
    0.68
    
    
    $
    (3.55
    )
    
    $
    1.25Diluted
    
    $
    0.44
    
    
    $
    0.65
    
    
    $
    (3.55
    )
    
    $
    1.20Shares used in computing earnings (loss) per shareBasic
    
    
    31,699
    
    
    
    31,204
    
    
    
    31,621
    
    
    
    31,132Diluted
    
    
    33,471
    
    
    
    32,546
    
    
    
    31,621
    
    
    
    32,379Comprehensive Income (Loss)Net income
    
    $
    20,023
    
    
    $
    33,057
    
    
    $
    27,769
    
    
    $
    61,152Unrealized (loss) gain on interest rate swaps, net
of tax
    
    
    (8,335
    )
    
    
    5,869
    
    
    
    3,884
    
    
    
    3,161Comprehensive income
    
    $
    11,688
    
    
    $
    38,926
    
    
    $
    31,653
    
    
    $
    64,313
  4




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R.H. Donnelley Corporation and Subsidiaries
 
 Consolidated Statements of Cash Flows (Unaudited)
 Six months endedJune 30,amounts in thousands
    
    2005
    
    2004Cash Flows from Operating ActivitiesNet income
    
    $
    27,769
    
    
    $
    61,152Reconciliation of net income to net cash provided by operating activities:Depreciation and amortization
    
    
    42,263
    
    
    
    29,339Deferred income taxes
    
    
    37,281
    
    
    
    39,926Provision for bad debts
    
    
    11,505
    
    
    
    6,491Other non-cash charges
    
    
    10,602
    
    
    
    11,031Changes in assets and liabilities, net of effects from acquisition:Cash in excess of partnership income
    
    
    
    
    
    
    1,569Increase in accounts receivable
    
    
    (4,659
    )
    
    
    (19,030
    )Decrease in other assets
    
    
    26,203
    
    
    
    1,863(Decrease) increase in accounts payable and accrued liabilities
    
    
    (11,735
    )
    
    
    2,729Increase in deferred directory revenue
    
    
    71,431
    
    
    
    11,248(Decrease) increase in other non-current liabilities
    
    
    (15,947
    )
    
    
    1,142Net cash provided by operating activities
    
    
    194,713
    
    
    
    147,460Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (12,035
    )
    
    
    (8,857
    )Net cash used in investing activities
    
    
    (12,035
    )
    
    
    (8,857
    )Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs
    
    
    291,516
    
    
    
    Borrowings under Revolver
    
    
    140,100
    
    
    
    1,400Revolver repayments
    
    
    (161,300
    )
    
    
    (1,400
    )Repurchase of redeemable convertible preferred stock
    
    
    (277,197
    )
    
    
    Debt repayments
    
    
    (183,282
    )
    
    
    (149,466
    )(Decrease) increase in checks not yet presented for payment
    
    
    (2,383
    )
    
    
    9,470Proceeds from employee stock option exercises
    
    
    4,937
    
    
    
    4,265Net cash used in financing activities
    
    
    (187,609
    )
    
    
    (135,731
    )(Decrease) increase in cash and cash equivalents
    
    
    (4,931
    )
    
    
    2,872Cash and cash equivalents, beginning of year
    
    
    10,755
    
    
    
    7,722Cash and cash equivalents, end of period
    
    $
    5,824
    
    
    $
    10,594Supplemental Information:Cash paid (received):Interest
    
    $
    97,346
    
    
    $
    70,881Income taxes, net
    
    $
    508
    
    
    $
    (12,443
    )
  5




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##### Table of Contents



R.H. Donnelley Corporation and Subsidiaries
 
 Notes to Consolidated Financial Statements (Unaudited)
 (tabular amounts in thousands, except per share data)
 1. Business and Basis of Presentation
  ® ® ® www.bestredyp.com www.chicagolandyp.com www.SMARTpages.com
   2. Summary of Significant Accounting Policies
 Principles of Consolidation.
 6




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Revenue Recognition.
 Deferred Directory Costs
 Equity Method Accounting.
  Cash and Cash Equivalents.
 Accounts Receivable.
 7




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##### Table of Contents



Deferred Financing Costs.
 Advertising Expense.
 Concentration of Credit Risk.
   Derivative Financial Instruments.
 8




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##### Table of Contents



Earnings per Share. Participating Securities and the Two-Class Method under FASB Statement 128
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Basic EPSTwoClass MethodIncome (loss) available to common shareholders
    
    $
    17,104
    
    
    $
    27,665
    
    
    $
    (112,150
    )
    
    $
    50,474Amount allocable to common shareholders (1)
    
    
    86
    %
    
    
    77
    %
    
    
    100
    %
    
    
    77
    %Income (loss) allocable to common shareholders
    
    
    14,709
    
    
    
    21,302
    
    
    
    (112,150
    )
    
    
    38,865Weighted average common shares outstanding
    
    
    31,699
    
    
    
    31,204
    
    
    
    31,621
    
    
    
    31,132Basic earnings (loss) per share, TwoClass Method
    
    $
    0.46
    
    
    $
    0.68
    
    
    $
    ($3.55
    )
    
    $
    1.25Diluted EPSIncome (loss) available to common shareholders
    
    $
    17,104
    
    
    $
    27,665
    
    
    $
    (112,150
    )
    
    $
    50,474Amount allocable to common shareholders (1)(1)
    
    
    86
    %
    
    
    77
    %
    
    
    100
    %
    
    
    77
    %Income (loss) allocable to common shareholders
    
    
    14,709
    
    
    
    21,302
    
    
    
    (112,150
    )
    
    
    38,865Weighted average common shares outstanding
    
    
    31,699
    
    
    
    31,204
    
    
    
    31,621
    
    
    
    31,132Dilutive effect of stock awards (2)(2)
    
    
    1,772
    
    
    
    1,342
    
    
    
    
    
    
    
    1,247Dilutive effect of Preferred Stock assuming
conversion(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average diluted shares outstanding
    
    
    33,471
    
    
    
    32,546
    
    
    
    31,621
    
    
    
    32,379Diluted earnings (loss) per share
    
    $
    0.44
    
    
    $
    0.65
    
    
    $
    (3.55
    )
    
    $
    1.20
 
 (1)
    
    31,699 / (31,699 + 5,081) and 31,204 / (31,204 + 9,387) for the three months ended June 30,
2005 and 2004, respectively, and 31,132 / (31,132 + 9,295) for the six months ended June 30,
2004. In computing EPS using the two-class method, we have not allocated the net loss for the
six months ended June 30, 2005 between common and preferred shareholders since preferred
shareholders do not have a contractual obligation to share in the net loss.(2)
    
    The effect of stock awards for the six months ended June 30, 2005 and the assumed conversion
of the Preferred Stock in the three and six months ended June 30, 2005 and 2004 were
anti-dilutive and therefore are not included in the calculation of diluted EPS. 9




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##### Table of Contents



Employee Stock Awards. Accounting for Stock Based Compensation Accounting for Stock Issued to Employees
 Share-Based Payment,
   Accounting for Stock Appreciation Rights and
Other Variable Stock Option or Award Plans
 10




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Accounting for Stock-Based Compensation
 Three months ended
    
    Six months endedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net income, as reported
    
    $
    20,023
    
    
    $
    33,057
    
    
    $
    27,769
    
    
    $
    61,152Add: Stock-based compensation
expense included in reported net
income, net of related tax effects
    
    
    1,098
    
    
    
    238
    
    
    
    1,643
    
    
    
    553Less: Stock-based compensation
expense that would have been
included in the determination of net
income if the fair value method had
been applied to all awards, net of
related tax effects
    
    
    (2,030
    )
    
    
    (1,618
    )
    
    
    (3,706
    )
    
    
    (2,933
    )Pro forma net income
    
    
    19,091
    
    
    
    31,677
    
    
    
    25,706
    
    
    
    58,772Loss on repurchase of preferred stock
    
    
    
    
    
    
    
    
    
    
    133,681
    
    
    
    Preferred dividend
    
    
    2,919
    
    
    
    5,392
    
    
    
    6,238
    
    
    
    10,678Pro forma income (loss) available to
common shareholders
    
    $
    16,172
    
    
    $
    26,285
    
    
    $
    (114,213
    )
    
    $
    48,094Basic earnings (loss) per shareAs reported
    
    $
    0.46
    
    
    $
    0.68
    
    
    $
    (3.55
    )
    
    $
    1.25Pro forma
    
    $
    0.44
    
    
    $
    0.65
    
    
    $
    (3.61
    )
    
    $
    1.19Diluted earnings (loss) per shareAs reported
    
    $
    0.44
    
    
    $
    0.65
    
    
    $
    (3.55
    )
    
    $
    1.20Pro forma
    
    $
    0.42
    
    
    $
    0.62
    
    
    $
    (3.61
    )
    
    $
    1.14
  2005
    
    2004Dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    30
    %
    
    
    29
    %Risk-free interest rate
    
    
    3.9
    %
    
    
    2.2
    %Expected holding period
    
    5.0 years
    
    4.0 years
 Estimates.
 11




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##### Table of Contents



New Accounting Pronouncements. Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
  3. Acquisitions
   Business
Combinations Goodwill and Other Intangible
Assets
  12




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##### Table of Contents



4. Intangible Assets and Goodwill
  DirectoryServices
    
    Local Customer
    
    National CMRAgreements
    
    Relationships
    
    Relationships
    
    Trade names
    
    TotalInitial fair value:SBC
    
    $
    952,500
    
    
    $
    90,000
    
    
    $
    55,000
    
    
    $
    
    
    
    $
    1,097,500Sprint
    
    
    1,625,000
    
    
    
    200,000
    
    
    
    60,000
    
    
    
    30,000
    
    
    
    1,915,000Total
    
    
    2,577,500
    
    
    
    290,000
    
    
    
    115,000
    
    
    
    30,000
    
    
    
    3,012,500Accumulated amortization
    
    
    (97,499
    )
    
    
    (33,334
    )
    
    
    (7,516
    )
    
    
    (5,000
    )
    
    
    (143,349
    )Net intangible assets
    
    $
    2,480,001
    
    
    $
    256,666
    
    
    $
    107,484
    
    
    $
    25,000
    
    
    $
    2,869,151
   13




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##### Table of Contents



Goodwill and Other
Intangible Assets
 5. Partnership Income and Investment
  Three months ended
    
    Six months endedJune 30, 2004
    
    June 30, 200450% share of DonTech net profits
    
    $
    6,288
    
    
    $
    9,372Revenue participation income
    
    
    28,515
    
    
    
    49,329Total DonTech income
    
    $
    34,803
    
    
    $
    58,701
 6. Long-Term Debt
  June 30, 2005
    
    December 31, 2004Credit Facility
    
    $
    1,997,704
    
    
    $
    2,202,3428.875% Senior Notes due 2010
    
    
    325,000
    
    
    
    325,00010.875% Senior Subordinated Notes due 2012
    
    
    600,000
    
    
    
    600,0006.875% Senior Notes due 2013
    
    
    300,000
    
    
    
    Total
    
    
    3,222,704
    
    
    
    3,127,342Less current portion
    
    
    132,536
    
    
    
    162,011Long-term debt
    
    $
    3,090,168
    
    
    $
    2,965,331
 14




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##### Table of Contents




    
    The higher of (i) a base rate as determined by the Administrative Agent, Deutsche Bank
Trust Company Americas, plus a 1.00% margin on the Revolver and Term Loan A-2 and a 0.75%
margin on Term Loan A-3 and Term Loan D; and (ii) the Federal Funds Effective Rate (as
defined) plus 0.50%, plus a 1.00% margin on the Revolver and Term Loan A-2 and a 0.75%
margin on Term Loan A-3 and Term Loan D; or
    
    LIBOR rate plus a 2.00% margin on the Revolver and Term Loan A-2 and a 1.75% margin on
Term Loan A-3 and Term Loan D. We may elect interest periods of 1, 2, 3, 6, 9 or 12 months
for LIBOR borrowings.
      15




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7. Redeemable Convertible Preferred Stock and Warrants
     16




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8. Restructuring Charges
     Three monthsEnded June 30, 2005Balance at March 31, 2005
    
    $
    10,740Payments, net
    
    
    (1,058
    )Balance at June 30, 2005.
    
    $
    9,682
 Six monthsEnded June 30, 2005Balance at December 31, 2004
    
    $
    3,461Additions
    
    
    8,828Payments, net
    
    
    (2,607
    )Balance at June 30, 2005
    
    $
    9,682
 17




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##### Table of Contents



9. Benefit Plans
 Retirement Plans.
  Other Postretirement Benefits.
 Employers Disclosures About Pensions and Other Postretirement Benefits
(Revised 2003)
 Pension BenefitsThree months
    
    Six monthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    2005
    
    2004Service cost
    
    $
    1,342
    
    
    $
    900
    
    
    $
    2,684
    
    
    $
    1,800Interest cost
    
    
    1,593
    
    
    
    963
    
    
    
    3,186
    
    
    
    1,926Expected return on plan assets
    
    
    (2,090
    )
    
    
    (1,458
    )
    
    
    (4,180
    )
    
    
    (2,916
    )Unrecognized prior service cost
    
    
    38
    
    
    
    27
    
    
    
    76
    
    
    
    54Amortization of unrecognized loss
    
    
    320
    
    
    
    138
    
    
    
    640
    
    
    
    276Net periodic benefit cost
    
    $
    1,203
    
    
    $
    570
    
    
    $
    2,406
    
    
    $
    1,140
 Postretirement BenefitsThree months
    
    Six monthsEnded June 30,
    
    Ended June 30,2005
    
    2004
    
    2005
    
    2004Service cost
    
    $
    188
    
    
    $
    113
    
    
    $
    376
    
    
    $
    226Interest cost
    
    
    272
    
    
    
    165
    
    
    
    544
    
    
    
    330Unrecognized prior service cost
    
    
    240
    
    
    
    130
    
    
    
    480
    
    
    
    260Amortization of unrecognized loss
    
    
    25
    
    
    
    32
    
    
    
    50
    
    
    
    64Net periodic benefit cost
    
    $
    725
    
    
    $
    440
    
    
    $
    1,450
    
    
    $
    880
  18




---



##### Table of Contents



Savings Plan.
 10. Business Segments
  11. Litigation
     19




---



##### Table of Contents



Information Resources, Inc
         20




---



##### Table of Contents



Tax Matters
    21




---



##### Table of Contents



Royalty Expense Deductions  1993  1997
        22




---



##### Table of Contents



Amortization and Royalty Expense Deductions/Royalty Income  1997  2005
          23




---



##### Table of Contents



Conclusion
  Other Matters
   24




---



##### Table of Contents



12. Guarantees
     25




---



##### Table of Contents



R.H. Donnelley Corporation
 Consolidating Condensed Balance Sheet
June 30, 2005
 R.H. Donnelley
    
    R.H.
    
    
    
    
    
    
    
    
    
    ConsolidatedCorp.
    
    Donnelley Inc.
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationAssetsCash and cash equivalents
    
    $
    6
    
    
    $
    1,021
    
    
    $
    4,797
    
    
    $
    
    
    
    $
    5,824Accounts receivable, net
    
    
    
    
    
    
    2
    
    
    
    448,586
    
    
    
    
    
    
    
    448,588Intercompany receivables
    
    
    35,878
    
    
    
    
    
    
    
    261,537
    
    
    
    (297,415
    )
    
    
    Deferred directory costs
    
    
    
    
    
    
    
    
    
    
    100,354
    
    
    
    
    
    
    
    100,354Other current assets
    
    
    
    
    
    
    125,951
    
    
    
    19,915
    
    
    
    (112,678
    )
    
    
    33,188Total current assets
    
    
    35,884
    
    
    
    126,974
    
    
    
    835,189
    
    
    
    (410,093
    )
    
    
    587,954Investment in subsidiaries
    
    
    264,725
    
    
    
    1,502,344
    
    
    
    
    
    
    
    (1,767,069
    )
    
    
    Fixed assets, net
    
    
    
    
    
    
    37,805
    
    
    
    6,069
    
    
    
    
    
    
    
    43,874Other assets
    
    
    9,772
    
    
    
    95,639
    
    
    
    32,194
    
    
    
    (34,560
    )
    
    
    103,045Intercompany notes & other
receivables
    
    
    
    
    
    
    1,845,356
    
    
    
    
    
    
    
    (1,845,356
    )
    
    
    Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    2,869,151
    
    
    
    
    
    
    
    2,869,151Goodwill
    
    
    
    
    
    
    
    
    
    
    319,014
    
    
    
    
    
    
    
    319,014Total assets
    
    $
    310,381
    
    
    $
    3,608,118
    
    
    $
    4,061,617
    
    
    $
    (4,057,078
    )
    
    $
    3,923,038Liabilities, Preferred Stock
and Shareholders (Deficit)
EquityAccounts payable & accrued
liabilities
    
    $
    9,960
    
    
    $
    28,314
    
    
    $
    31,628
    
    
    $
    (890
    )
    
    $
    69,012Deferred directory revenue
    
    
    
    
    
    
    
    
    
    
    452,855
    
    
    
    
    
    
    
    452,855Intercompany payables
    
    
    
    
    
    
    297,415
    
    
    
    
    
    
    
    (297,415
    )
    
    
    Current portion LTD
    
    
    
    
    
    
    132,536
    
    
    
    111,840
    
    
    
    (111,840
    )
    
    
    132,536Total current liabilities
    
    
    9,960
    
    
    
    458,265
    
    
    
    596,323
    
    
    
    (410,145
    )
    
    
    654,403Long-term debt
    
    
    300,000
    
    
    
    2,790,168
    
    
    
    
    
    
    
    
    
    
    
    3,090,168Intercompany notes & other
payables
    
    
    
    
    
    
    
    
    
    
    1,845,356
    
    
    
    (1,845,356
    )
    
    
    Deferred income taxes, net
    
    
    
    
    
    
    64,706
    
    
    
    103,668
    
    
    
    (34,508
    )
    
    
    133,866Other long-term liabilities
    
    
    
    
    
    
    30,254
    
    
    
    13,926
    
    
    
    
    
    
    
    44,180Redeemable convertible
preferred stock
    
    
    112,807
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112,807Shareholders (deficit) equity
    
    
    (112,386
    )
    
    
    264,725
    
    
    
    1,502,344
    
    
    
    (1,767,069
    )
    
    
    (112,386
    )Total liabilities, preferred
stock and shareholders
(deficit) equity
    
    $
    310,381
    
    
    $
    3,608,118
    
    
    $
    4,061,617
    
    
    $
    (4,057,078
    )
    
    $
    3,923,038
 26




---



##### Table of Contents



R.H. Donnelley Corporation
 Consolidating Condensed Balance Sheet
December 31, 2004
 R.H.Donnelley
    
    R.H.
    
    
    
    
    
    
    
    
    
    ConsolidatedCorp.
    
    Donnelley Inc.
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationAssetsCash and cash equivalents
    
    $
    
    
    
    $
    6,008
    
    
    $
    4,747
    
    
    $
    
    
    
    $
    10,755Accounts receivable, net
    
    
    
    
    
    
    
    
    
    
    455,433
    
    
    
    
    
    
    
    455,433Deferred directory costs
    
    
    
    
    
    
    
    
    
    
    155,959
    
    
    
    (39,442
    )
    
    
    116,517Other current assets
    
    
    
    
    
    
    18,456
    
    
    
    693,933
    
    
    
    (671,785
    )
    
    
    40,604Total current assets
    
    
    
    
    
    
    24,464
    
    
    
    1,310,072
    
    
    
    (711,227
    )
    
    
    623,309Investment in subsidiaries
    
    
    234,096
    
    
    
    1,895,478
    
    
    
    
    
    
    
    (2,129,574
    )
    
    
    Fixed assets, net
    
    
    
    
    
    
    31,125
    
    
    
    6,562
    
    
    
    (1
    )
    
    
    37,686Other assets
    
    
    
    
    
    
    101,061
    
    
    
    1,567
    
    
    
    
    
    
    
    102,628Notes receivable
    
    
    
    
    
    
    2,124,745
    
    
    
    
    
    
    
    (2,124,745
    )
    
    
    Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    2,905,026
    
    
    
    304
    
    
    
    2,905,330Goodwill
    
    
    
    
    
    
    
    
    
    
    309,969
    
    
    
    
    
    
    
    309,969Total assets
    
    $
    234,096
    
    
    $
    4,176,873
    
    
    $
    4,533,196
    
    
    $
    (4,965,243
    )
    
    $
    3,978,922Liabilities, Preferred Stock
and Shareholders EquityAccounts payable and
accrued liabilities
    
    $
    
    
    
    $
    366,086
    
    
    $
    45,091
    
    
    $
    (330,815
    )
    
    $
    80,362Deferred directory revenue
    
    
    
    
    
    
    
    
    
    
    381,424
    
    
    
    
    
    
    
    381,424Current portion LTD
    
    
    
    
    
    
    162,011
    
    
    
    111,840
    
    
    
    (111,840
    )
    
    
    162,011Total current liabilities
    
    
    
    
    
    
    528,097
    
    
    
    538,355
    
    
    
    (442,655
    )
    
    
    623,797Long-term debt
    
    
    
    
    
    
    3,314,522
    
    
    
    2,012,905
    
    
    
    (2,362,096
    )
    
    
    2,965,331Deferred income taxes, net
    
    
    
    
    
    
    70,612
    
    
    
    53,366
    
    
    
    (5,158
    )
    
    
    118,820Other long-term liabilities
    
    
    
    
    
    
    29,546
    
    
    
    33,092
    
    
    
    (25,760
    )
    
    
    36,878Redeemable convertible
preferred stock
    
    
    216,111
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    216,111Shareholders equity
    
    
    17,985
    
    
    
    234,096
    
    
    
    1,895,478
    
    
    
    (2,129,574
    )
    
    
    17,985Total liabilities, preferred
stock and shareholders equity
    
    $
    234,096
    
    
    $
    4,176,873
    
    
    $
    4,533,196
    
    
    $
    (4,965,243
    )
    
    $
    3,978,922
 27




---



##### Table of Contents



R.H. Donnelley Corporation
 Consolidating Condensed Statement of Operations
For the Three Months Ended June 30, 2005
 R.H.
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedDonnelley
    
    R.H.
    
    
    
    
    
    
    
    
    
    R.H.Corp.
    
    Donnelley Inc.
    
    Guarantor
    
    
    
    
    
    Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    4,601
    
    
    $
    232,912
    
    
    $
    (4,546
    )
    
    $
    232,967Expenses
    
    
    39
    
    
    
    756
    
    
    
    145,738
    
    
    
    (4,596
    )
    
    
    141,937Operating income
    
    
    (39
    )
    
    
    3,845
    
    
    
    87,174
    
    
    
    50
    
    
    
    91,030Equity earnings in
Subsidiaries
    
    
    23,381
    
    
    
    22,995
    
    
    
    
    
    
    
    (46,376
    )
    
    
    Interest expense, net
    
    
    (5,354
    )
    
    
    (7,038
    )
    
    
    (45,814
    )
    
    
    
    
    
    
    (58,206
    )Pre-tax income
    
    
    17,988
    
    
    
    19,802
    
    
    
    41,360
    
    
    
    (46,326
    )
    
    
    32,824Income tax (benefit) expense
    
    
    (2,035
    )
    
    
    (3,579
    )
    
    
    18,365
    
    
    
    50
    
    
    
    12,801Net income
    
    
    20,023
    
    
    
    23,381
    
    
    
    22,995
    
    
    
    (46,376
    )
    
    
    20,023Preferred dividend
    
    
    (2,919
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,919
    )Income available to common
shareholders
    
    $
    17,104
    
    
    $
    23,381
    
    
    $
    22,995
    
    
    $
    (46,376
    )
    
    $
    17,104
 R.H. Donnelley Corporation
 Consolidating Condensed Statement of Operations
For the Three Months Ended June 30, 2004
 R.H.
    
    R.H.
    
    
    
    
    
    
    
    
    
    ConsolidatedDonnelley
    
    Donnelley
    
    
    
    
    
    
    
    
    
    R.H.Corp.
    
    Inc.
    
    Guarantor
    
    
    
    
    
    Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    4,656
    
    
    $
    139,985
    
    
    $
    
    
    
    $
    144,641Expenses
    
    
    
    
    
    
    24,179
    
    
    
    63,129
    
    
    
    
    
    
    
    87,308Partnership income
    
    
    32,674
    
    
    
    106,488
    
    
    
    28,515
    
    
    
    (132,874
    )
    
    
    34,803Operating income
    
    
    32,674
    
    
    
    86,965
    
    
    
    105,371
    
    
    
    (132,874
    )
    
    
    92,136Interest expense, net
    
    
    
    
    
    
    (37,496
    )
    
    
    
    
    
    
    
    
    
    
    (37,496
    )Pre-tax income
    
    
    32,674
    
    
    
    49,469
    
    
    
    105,371
    
    
    
    (132,874
    )
    
    
    54,640Income tax expense
    
    
    (383
    )
    
    
    16,795
    
    
    
    5,171
    
    
    
    
    
    
    
    21,583Net income
    
    
    33,057
    
    
    
    32,674
    
    
    
    100,200
    
    
    
    (132,874
    )
    
    
    33,057Preferred dividend
    
    
    (5,392
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,392
    )Income available to
common shareholders
    
    $
    27,665
    
    
    $
    32,674
    
    
    $
    100,200
    
    
    $
    (132,874
    )
    
    $
    27,665
 28




---



##### Table of Contents



R.H. Donnelley Corporation
 Consolidating Condensed Statement of Operations
For the Six Months Ended June 30, 2005
 R.H.
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidatedDonnelley
    
    R.H.
    
    
    
    
    
    
    
    
    
    R.H.Corp.
    
    Donnelley Inc.
    
    Guarantor
    
    
    
    
    
    Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    5,978
    
    
    $
    440,251
    
    
    $
    (5,922
    )
    
    $
    440,307Expenses
    
    
    39
    
    
    
    7,778
    
    
    
    277,236
    
    
    
    (5,972
    )
    
    
    279,081Operating income
    
    
    (39
    )
    
    
    (1,800
    )
    
    
    163,015
    
    
    
    50
    
    
    
    161,226Equity earnings in
Subsidiaries
    
    
    33,972
    
    
    
    41,613
    
    
    
    
    
    
    
    (75,585
    )
    
    
    Interest expense, net
    
    
    (9,917
    )
    
    
    (14,030
    )
    
    
    (91,756
    )
    
    
    
    
    
    
    (115,703
    )Pre-tax income
    
    
    24,016
    
    
    
    25,783
    
    
    
    71,259
    
    
    
    (75,535
    )
    
    
    45,523Income tax (benefit) expense
    
    
    (3,753
    )
    
    
    (8,189
    )
    
    
    29,646
    
    
    
    50
    
    
    
    17,754Net income
    
    
    27,769
    
    
    
    33,972
    
    
    
    41,613
    
    
    
    (75,585
    )
    
    
    27,769Preferred dividend
    
    
    (6,238
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,238
    )Loss on repurchase of
preferred stock
    
    
    (133,681
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (133,681
    )(Loss) income available to
common shareholders
    
    $
    (112,150
    )
    
    $
    33,972
    
    
    $
    41,613
    
    
    $
    (75,585
    )
    
    $
    (112,150
    )
 R.H. Donnelley Corporation
 Consolidating Condensed Statement of Operations
For the Six Months Ended June 30, 2004
 ConsolidatedR.H. Donnelley
    
    R.H.
    
    
    
    
    
    
    
    
    
    R.H.Corp.
    
    Donnelley Inc.
    
    Guarantor
    
    
    
    
    
    Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationNet revenue
    
    $
    
    
    
    $
    9,866
    
    
    $
    278,582
    
    
    $
    
    
    
    $
    288,448Expenses
    
    
    
    
    
    
    45,767
    
    
    
    122,508
    
    
    
    
    
    
    
    168,275Partnership income
    
    
    61,152
    
    
    
    172,699
    
    
    
    49,329
    
    
    
    (224,479
    )
    
    
    58,701Operating income
    
    
    61,152
    
    
    
    136,798
    
    
    
    205,403
    
    
    
    (224,479
    )
    
    
    178,874Interest expense, net
    
    
    
    
    
    
    (77,796
    )
    
    
    
    
    
    
    
    
    
    
    (77,796
    )Pre-tax income
    
    
    61,152
    
    
    
    59,002
    
    
    
    205,403
    
    
    
    (224,479
    )
    
    
    101,078Income tax (benefit)
expense
    
    
    
    
    
    
    (2,150
    )
    
    
    42,076
    
    
    
    
    
    
    
    39,926Net income
    
    
    61,152
    
    
    
    61,152
    
    
    
    163,327
    
    
    
    (224,479
    )
    
    
    61,152Preferred dividend
    
    
    (10,678
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,678
    )Income available to
common shareholders
    
    $
    50,474
    
    
    $
    61,152
    
    
    $
    163,327
    
    
    $
    (224,479
    )
    
    $
    50,474
 29




---



##### Table of Contents



R.H. Donnelley Corporation
 Consolidating Condensed Statement of Cash Flows
For the Six Months Ended June 30, 2005
 R.H.
    
    R.H.Donnelley
    
    Donnelley
    
    
    
    
    
    
    
    
    
    ConsolidatedCorp.
    
    Inc.
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationCash flow from operating activities
    
    $
    (14,313
    )
    
    $
    207,721
    
    
    $
    1,514
    
    
    $
    (209
    )
    
    $
    194,713Cash flow from investing activities
    
    
    
    
    
    
    (11,995
    )
    
    
    (249
    )
    
    
    209
    
    
    
    (12,035
    )Cash flow from financing activities:Proceeds from issuance of debt,
net of costs
    
    
    291,516
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    291,516Borrowings under revolver
    
    
    
    
    
    
    140,100
    
    
    
    
    
    
    
    
    
    
    
    140,100Repurchase of preferred stock
    
    
    (277,197
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (277,197
    )Debt repayments
    
    
    
    
    
    
    (183,282
    )
    
    
    
    
    
    
    
    
    
    
    (183,282
    )Revolver repayments
    
    
    
    
    
    
    (161,300
    )
    
    
    
    
    
    
    
    
    
    
    (161,300
    )Other
    
    
    
    
    
    
    3,769
    
    
    
    (1,215
    )
    
    
    
    
    
    
    2,554Net cash flow from financing
activities
    
    
    14,319
    
    
    
    (200,713
    )
    
    
    (1,215
    )
    
    
    
    
    
    
    (187,609
    )Change in cash
    
    
    6
    
    
    
    (4,987
    )
    
    
    50
    
    
    
    
    
    
    
    (4,931
    )Cash at beginning of year
    
    
    
    
    
    
    6,008
    
    
    
    4,747
    
    
    
    
    
    
    
    10,755Cash at end of period
    
    $
    6
    
    
    $
    1,021
    
    
    $
    4,797
    
    
    $
    
    
    
    $
    5,824
 R.H. Donnelley Corporation
 Consolidating Condensed Statement of Cash Flows
For the Six Months Ended June 30, 2004
 R.H.
    
    R.H.Donnelley
    
    Donnelley
    
    
    
    
    
    
    
    
    
    ConsolidatedCorp.
    
    Inc.
    
    Guarantor
    
    
    
    
    
    R.H. Donnelley(Parent)
    
    (Issuer)
    
    Subsidiaries
    
    Eliminations
    
    CorporationCash flow from operating activities
    
    $
    
    
    
    $
    (81,513
    )
    
    $
    223,739
    
    
    $
    5,234
    
    
    $
    147,460Cash flow from investing activities
    
    
    
    
    
    
    (7,893
    )
    
    
    (964
    )
    
    
    
    
    
    
    (8,857
    )Cash flow from financing activities:Debt repayments
    
    
    
    
    
    
    (149,466
    )
    
    
    
    
    
    
    
    
    
    
    (149,466
    )Revolver repayments
    
    
    
    
    
    
    (1,400
    )
    
    
    
    
    
    
    
    
    
    
    (1,400
    )Intercompany transfers
    
    
    
    
    
    
    237,798
    
    
    
    (232,564
    )
    
    
    (5,234
    )
    
    
    Other
    
    
    
    
    
    
    4,268
    
    
    
    10,867
    
    
    
    
    
    
    
    15,135Net cash flow from financing
activities
    
    
    
    
    
    
    91,200
    
    
    
    (221,697
    )
    
    
    (5,234
    )
    
    
    (135,731
    )Change in cash
    
    
    
    
    
    
    1,794
    
    
    
    1,078
    
    
    
    
    
    
    
    2,872Cash at beginning of year
    
    
    
    
    
    
    6,900
    
    
    
    822
    
    
    
    
    
    
    
    7,722Cash at end of period
    
    $
    
    
    
    $
    8,694
    
    
    $
    1,900
    
    
    $
    
    
    
    $
    10,594
 30




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##### Table of Contents



Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Information
  Corporate Overview
 www.bestredyp.com www.chicagolandyp.com www.SMARTpages.com
   31




---



##### Table of Contents



Recent Developments
  Segment Reporting
  Critical Accounting Estimates
  Allowance for Doubtful Accounts and Sales Claims
  32




---



##### Table of Contents



Pension Benefits
  Intangible Assets and Goodwill Valuation and Amortization
  Accounting for the Impairment or Disposal of Long-lived Assets Goodwill and Other Intangible Assets
  33




---



##### Table of Contents



New Accounting Pronouncements
 New Accounting Pronouncements. Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees
  34




---



##### Table of Contents



RESULTS OF OPERATIONS
 Three and six months ended June 30, 2005 and 2004
 Factors Affecting Comparability
 Acquisitions
   GAAP Reported Results
 Net Revenue
  Three months Ended June 30,
    
    Six months Ended June 30,(amounts in millions)
    
    2005
    
    2004
    
    $ Change
    
    2005
    
    2004
    
    $ ChangeGross directory advertising
revenue
    
    $
    232.3
    
    
    $
    140.3
    
    
    $
    92.0
    
    
    $
    439.2
    
    
    $
    279.2
    
    
    $
    160.0Sales allowances
    
    
    (2.2
    )
    
    
    (1.5
    )
    
    
    (0.7
    )
    
    
    (4.3
    )
    
    
    (3.2
    )
    
    
    (1.1
    )Net directory advertising revenue
    
    
    230.1
    
    
    
    138.8
    
    
    
    91.3
    
    
    
    434.9
    
    
    
    276.0
    
    
    
    158.9Pre-press publishing fees
    
    
    
    
    
    
    4.2
    
    
    
    (4.2
    )
    
    
    
    
    
    
    9.0
    
    
    
    (9.0
    )Other revenue
    
    
    2.9
    
    
    
    1.6
    
    
    
    1.3
    
    
    
    5.4
    
    
    
    3.4
    
    
    
    2.0Total
    
    $
    233.0
    
    
    $
    144.6
    
    
    $
    88.4
    
    
    $
    440.3
    
    
    $
    288.4
    
    
    $
    151.9
 35




---



##### Table of Contents



Expenses
  Three months Ended June 30,
    
    Six months Ended June 30,(amounts in millions)
    
    2005
    
    2004
    
    $ Change
    
    2005
    
    2004
    
    $ ChangeOperating expenses
    
    $
    106.5
    
    
    $
    56.9
    
    
    $
    49.6
    
    
    $
    208.8
    
    
    $
    110.9
    
    
    $
    97.9G&A expenses
    
    
    14.8
    
    
    
    15.4
    
    
    
    (0.6
    )
    
    
    28.0
    
    
    
    28.0
    
    
    
    D&A expenses
    
    
    20.6
    
    
    
    15.0
    
    
    
    5.6
    
    
    
    42.3
    
    
    
    29.4
    
    
    
    12.9Total
    
    $
    141.9
    
    
    $
    87.3
    
    
    $
    54.6
    
    
    $
    279.1
    
    
    $
    168.3
    
    
    $
    110.8
  36




---



##### Table of Contents



Operating Expenses
  Three Months
    
    Six MonthsEnded June 30,
    
    Ended June 30,2005
    
    2005(amounts in millions)
    
    Change
    
    ChangeExpenses recorded in 2005 resulting from the SBC Directory Acquisition
    
    $
    27.6
    
    
    $
    56.5Cost uplift from the SBC transaction
    
    
    18.7
    
    
    
    35.8Increased digital initiative costs
    
    
    3.9
    
    
    
    6.3Increased commission and sales costs
    
    
    1.9
    
    
    
    4.5Cost uplift from the SPA Acquisition recorded in 2004
    
    
    (0.8
    )
    
    
    (3.5
    )All other
    
    
    (1.7
    )
    
    
    (1.7
    )Total 2005 increase in operating expenses, compared to 2004
    
    $
    49.6
    
    
    $
    97.9
     37




---



##### Table of Contents



General and Administrative Expenses
  Depreciation and Amortization
  Partnership Income
  Operating Income
  Three months Ended June 30,
    
    Six months Ended June 30,(amounts in millions)
    
    2005
    
    2004
    
    $ Change
    
    2005
    
    2004
    
    $ ChangeTotal
    
    $
    91.0
    
    
    $
    92.1
    
    
    $
    (1.1
    )
    
    $
    161.2
    
    
    $
    178.9
    
    
    $
    (17.7
    )
 38




---



##### Table of Contents



Interest Expense, Net
  Income Taxes
  Net Income (loss) and Earnings (loss) Per Share
  39




---



##### Table of Contents



,
 Adjusted and Adjusted Pro Forma Amounts and Other Non-GAAP Measures
  40




---



##### Table of Contents



Three months ended June 30, 2005Reported
    
    SBC Directory
    
    SPA(amounts in millions)
    
    GAAP
    
    Acquisition
    
    Acquisition
    
    AdjustedNet revenue
    
    $
    233.0
    
    
    $
    27.6
    (1)
    
    $
    
    
    
    $
    260.6Expenses, other than
depreciation and amortization
    
    
    121.3
    
    
    
    (13.8
    )(2)
    
    
    
    
    
    
    107.5Depreciation and amortization
    
    
    20.6
    
    
    
    
    
    
    
    
    
    
    
    20.6Operating income
    
    $
    91.1
    
    
    $
    41.4
    
    
    $
    
    
    
    $
    132.5
 Three months ended June 30, 2004Reported
    
    SBC Directory
    
    SPA
    
    Adjusted(amounts in millions)
    
    GAAP
    
    Acquisition
    
    Acquisition
    
    Pro FormaNet revenue
    
    $
    144.6
    
    
    $
    113.1
    (1)
    
    $
    
    
    
    $
    257.7Expenses, other than
depreciation and amortization
    
    
    72.4
    
    
    
    29.7
    (2)
    
    
    (0.8
    )(6)
    
    
    101.3Depreciation and amortization.
    
    
    14.9
    
    
    
    7.1
    (3)
    
    
    
    
    
    
    22.0Partnership income
    
    
    34.8
    
    
    
    (34.8
    ) (4)
    
    
    
    
    
    
    Operating income
    
    $
    92.1
    
    
    $
    41.5
    
    
    $
    0.8
    
    
    $
    134.4
 Six months ended June 30, 2005Reported
    
    SBC Directory
    
    SPA(amounts in millions)
    
    GAAP
    
    Acquisition
    
    Acquisition
    
    AdjustedNet revenue
    
    $
    440.3
    
    
    $
    79.5
    (1)
    
    $
    
    
    
    $
    519.8Expenses, other than
depreciation and amortization
    
    
    236.8
    
    
    
    (21.8
    )(2)
    
    
    
    
    
    
    215.0Depreciation and amortization
    
    
    42.3
    
    
    
    
    
    
    
    
    
    
    
    42.3Operating income
    
    $
    161.2
    
    
    $
    101.3
    
    
    $
    
    
    
    $
    262.5
 Six months ended June 30, 2004Reported
    
    SBC Directory
    
    SPA
    
    Adjusted(amounts in millions)
    
    GAAP
    
    Acquisition
    
    Acquisition
    
    Pro FormaNet revenue
    
    $
    288.4
    
    
    $
    225.2
    (1)
    
    $
    1.1
    (5)
    
    $
    514.7Expenses, other than
depreciation and amortization
    
    
    138.9
    
    
    
    65.8
    (2)
    
    
    (3.5
    )(6)
    
    
    201.2Depreciation and amortization
    
    
    29.3
    
    
    
    14.1
    (3)
    
    
    
    
    
    
    43.4Partnership income
    
    
    58.7
    
    
    
    (58.7
    ) (4)
    
    
    
    
    
    
    Operating income
    
    $
    178.9
    
    
    $
    86.6
    
    
    $
    4.6
    
    
    $
    270.1
 
 (1)
    
    Represents revenue for SBC-branded directories that published prior to the SBC Directory
Acquisition, plus all September 2004 published directories, which would have been recognized
during the period had it not been for purchase accounting required under GAAP. 41




---



##### Table of Contents



(2)
    
    Represents expenses for SBC-branded directories that published prior to the SBC Directory
Acquisition, including September 2004 published directories, which would have been recognized
during the period had it not been for purchase accounting required under GAAP. The pro forma
adjustments also include (a) for the three and six months ended June 30, 2004, DonTechs
selling and operational expenses prior to September 1, 2004, which were eliminated in
consolidation upon the SBC Directory Acquisition, and (b) for all periods presented, certain
differences in the application of accounting policies and practices between RHD and the
acquired entities. Additionally, as a result of purchase accounting, we recorded the deferred
directory costs related to directories that were scheduled to publish subsequent to the SBC
Directory Acquisition at their fair value. The impact of such costs has also been removed.(3)
    
    Represents the additional depreciation and amortization expense related to the tangible and
identifiable intangible assets acquired in the SBC Directory Acquisition over their estimated
useful lives.(4)
    
    Represents the elimination of equity accounting used to account for RHDs 50% ownership in
DonTech and the revenue participation income from SBC recognized prior to the SBC Directory
Acquisition.(5)
    
    Represents revenue for Sprint-branded directories that published prior to the SPA Acquisition
including January 2003 published directories, which would have been recognized during the
period had it not been for purchase accounting required under GAAP.(6)
    
    Represents expenses for Sprint-branded directories that published prior to the SPA
Acquisition, including January 2003 published directories, which would have been recognized
during the period had it not been for purchase accounting required under GAAP. Also includes
the effect of differences in the application of accounting policies and practices between
legacy SPA and the Company. Additionally, as a result of purchase accounting, we recorded the
fair value of deferred directory costs related to directories that were scheduled to publish
subsequent to the SPA Acquisition at their fair value. The impact of such costs has also been
removed. 2005 Revenue and Adjusted Revenue Compared to 2004 Revenue and Adjusted Pro Forma Revenue
  Three months ended June 30, 2005SBCReported
    
    Directory
    
    SPA(amounts in millions)
    
    GAAP
    
    Acquisition
    
    Acquisition
    
    AdjustedGross directory advertising revenue
    
    $
    232.3
    
    
    $
    27.8
    (1)
    
    $
    
    
    
    $
    260.1Sales claims and allowances
    
    
    (2.2
    )
    
    
    (0.2
    )(1)
    
    
    
    
    
    
    (2.4
    )Net directory advertising revenue
    
    
    230.1
    
    
    
    27.6
    
    
    
    
    
    
    
    257.7Other revenue
    
    
    2.9
    
    
    
    
    
    
    
    
    
    
    
    2.9Net revenue
    
    $
    233.0
    
    
    $
    27.6
    
    
    $
    
    
    
    $
    260.6
 42




---



##### Table of Contents



Three months ended June 30, 2004SBCReported
    
    Directory
    
    SPA
    
    Adjusted(amounts in millions)
    
    GAAP
    
    Acquisition
    
    Acquisition
    
    Pro FormaGross directory advertising revenue
    
    $
    140.3
    
    
    $
    115.9
    (1)
    
    $
    
    
    
    $
    256.2Sales claims and allowances
    
    
    (1.5
    )
    
    
    (0.2
    )(1)
    
    
    
    
    
    
    (1.7
    )Net directory advertising revenue
    
    
    138.8
    
    
    
    115.7
    
    
    
    
    
    
    
    254.5Pre-press publishing fees
    
    
    4.2
    
    
    
    (4.2
    )(2)
    
    
    
    
    
    
    Other revenue
    
    
    1.6
    
    
    
    1.6
    (3)
    
    
    
    
    
    
    3.2Net revenue
    
    $
    144.6
    
    
    $
    113.1
    
    
    $
    
    
    
    $
    257.7
 Six months ended June 30, 2005SBCReported
    
    Directory
    
    SPA(amounts in millions)
    
    GAAP
    
    Acquisition
    
    Acquisition
    
    AdjustedGross directory advertising revenue
    
    $
    439.2
    
    
    $
    80.0
    (1)
    
    $
    
    
    
    $
    519.2Sales claims and allowances
    
    
    (4.3
    )
    
    
    (0.5
    )(1)
    
    
    
    
    
    
    (4.8
    )Net directory advertising revenue
    
    
    434.9
    
    
    
    79.5
    
    
    
    
    
    
    
    514.4Other revenue
    
    
    5.4
    
    
    
    
    
    
    
    
    
    
    
    5.4Net revenue
    
    $
    440.3
    
    
    $
    79.5
    
    
    $
    
    
    
    $
    519.8
 Six months ended June 30, 2004SBCReported
    
    Directory
    
    SPA
    
    Adjusted(amounts in millions)
    
    GAAP
    
    Acquisition
    
    Acquisition
    
    Pro FormaGross directory advertising revenue
    
    $
    279.2
    
    
    $
    232.4
    (1)
    
    $
    1.1
    (4)
    
    $
    512.7Sales claims and allowances
    
    
    (3.2
    )
    
    
    (0.4
    )(1)
    
    
    
    
    
    
    (3.6
    )Net directory advertising revenue
    
    
    276.0
    
    
    
    232.0
    
    
    
    1.1
    
    
    
    509.1Pre-press publishing fees
    
    
    9.0
    
    
    
    (9.0
    )(2)
    
    
    
    
    
    
    Other revenue
    
    
    3.4
    
    
    
    2.2
    (3)
    
    
    
    
    
    
    5.6Net revenue
    
    $
    288.4
    
    
    $
    225.2
    
    
    $
    1.1
    
    
    $
    514.7
 
 (1)
    
    Represents gross revenue and sales claims and allowances for SBC-branded directories
that published prior to the SBC Directory Acquisition, including September 2004 published
directories, which would have been recognized during the period had it not been for
purchase accounting required under GAAP.(2)
    
    Represents the elimination of pre-press publishing and related fees recognized prior to
the SBC Directory Acquisition, which were eliminated in consolidation upon the SBC
Directory Acquisition.(3)
    
    Represents other revenue associated with the SBC Directory Business, primarily
consisting of other yellow pages and other product revenue recognized as earned.(4)
    
    Represents gross revenue and sales claims and allowances for Sprint-branded directories
that published prior to the SPA Acquisition, including January 2003 published directories,
which would have been recognized during the period had it not been for purchase accounting
required under GAAP. 43




---



##### Table of Contents



2005 Adjusted Expenses Compared to 2004 Adjusted Pro Forma Expenses and 2005 Adjusted Operating
Income Compared to 2004 Adjusted Pro Forma Operating Income
  Three Months
    
    Six MonthsEnded June
    
    Ended June(amounts in millions)
    
    30, 2005
    
    30, 2005Increased digital initiative costs
    
    $
    3.9
    
    
    $
    6.3Increased costs to support the SBC Directory Business
    
    
    2.8
    
    
    
    5.2Increased bad debt expense
    
    
    4.0
    
    
    
    3.8Stock appreciation rights compensation expense incurred in 2005
    
    
    1.6
    
    
    
    2.2Increased commission and salesperson costs
    
    
    1.3
    
    
    
    2.7Increased marketing and advertising costs
    
    
    0.2
    
    
    
    2.6Corporate headquarters relocation and related severance costs incurred in 2004
    
    
    (4.8
    )
    
    
    (7.4
    )Other
    
    
    (2.8
    )
    
    
    (1.6
    )Total 2005 increase in adjusted operating and G&A expenses, compared to
2004 adjusted pro forma operating and G&A expenses
    
    $
    6.2
    
    
    $
    13.8
  44




---



##### Table of Contents



Advertising Sales  Publication Sales
   45




---



##### Table of Contents



Three months
    
    Six monthsended June 30,
    
    ended June 30(amounts in millions)
    
    2005
    
    2004
    
    2005
    
    2004Publication sales  Sprint-branded directories
    
    $
    146.0
    
    
    $
    138.7
    
    
    $
    304.4
    
    
    $
    289.8Publication sales  Sprint-branded
directories  percentage change over prior
year
    
    
    5.3
    %
    
    
    
    
    
    
    5.0
    %
    
    
    Adjustments for changes in directory
publication date(s)
    
    
    
    
    
    
    (0.9
    )
    
    
    
    
    
    
    (0.7
    )Publication sales disclosed in June 30, 2004
Form 10-Q
    
    
    
    
    
    
    137.8
    
    
    
    
    
    
    
    289.1Publication sales  SBC-branded directories
    
    
    107.2
    
    
    
    110.2
    
    
    
    205.5
    
    
    
    211.2Publication sales  SBC-branded directories 
percentage change over
prior year
    
    
    -2.7
    %
    
    
    
    
    
    
    -2.7
    %
    
    
    Less pre-acquisition publication sales for
SBC-branded directories not recognized as
revenue in current period due to purchase
accounting
    
    
    
    
    
    
    (110.2
    )
    
    
    
    
    
    
    (211.2
    )Less current period publication sales for
Sprint-branded directories not recognized as
revenue in current period due to the deferral
method of accounting
    
    
    (122.6
    )
    
    
    (115.9
    )
    
    
    (236.5
    )
    
    
    (176.4
    )Less current period publication sales for
SBC-branded directories not recognized as
revenue in current period due to the deferral
method of accounting
    
    
    (92.4
    )
    
    
    
    
    
    
    (173.8
    )
    
    
    Plus net revenue reported in the period for
publication sales from prior periods, for
Sprint-branded directories
    
    

    121.0
    
    
    
    116.9
    
    
    
    219.0
    
    
    
    163.3Plus net revenue reported in the period for
publication sales from prior periods, for
SBC-branded directories
    
    
    70.9
    
    
    
    
    
    
    
    116.3
    
    
    
    Net directory advertising revenue
    
    
    230.1
    
    
    
    138.8
    
    
    
    434.9
    
    
    
    276.0Pre-press publishing revenue
    
    
    
    
    
    
    4.2
    
    
    
    
    
    
    
    9.0Other revenue
    
    
    2.9
    
    
    
    1.6
    
    
    
    5.4
    
    
    
    3.4Net revenue  GAAP
    
    
    233.0
    
    
    
    144.6
    
    
    
    440.3
    
    
    
    288.4Plus net revenue from Sprint-branded
directories published prior to the
acquisition that would have been recognized
during the period absent purchase accounting
adjustments required under GAAP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.1Plus net revenue from SBC-branded directories
published prior to the acquisition that would
have been recognized during the period absent
purchase accounting adjustments required
under GAAP had the transaction occurred on
January 1, 2004
    
    
    27.6
    
    
    
    117.3
    
    
    
    79.5
    
    
    
    234.2Less pre-press publishing revenue that would
not have been recorded had the SBC
transaction occurred on January 1, 2004
    
    
    
    
    
    
    (4.2
    )
    
    
    
    
    
    
    (9.0
    )Net Revenue-Adjusted
    
    $
    260.6
    
    
    
    
    
    
    $
    519.8Net Revenue-Adjusted pro forma
    
    
    
    
    
    $
    257.7
    
    
    
    
    
    
    $
    514.7
 46




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LIQUIDITY AND CAPITAL RESOURCES
   
    
    The higher of (i) a base rate as determined by the Administrative Agent, Deutsche Bank
Trust Company Americas, plus a 1.00% margin on the Revolver and Term Loan A-2 and a 0.75%
margin on Term Loan A-3 and Term Loan D; and (ii) the Federal Funds Effective Rate (as
defined) plus 0.50%, plus a 1.00% margin on the Revolver and Term Loan A-2 and a 0.75%
margin on Term Loan A-3 and Term Loan D; or
    
    LIBOR rate plus a 2.00% margin on the Revolver and Term Loan A-2 and a 1.75% margin on
Term Loan A-3 and Term Loan D. We may elect interest periods of 1, 2, 3, 6, 9 or 12 months
for LIBOR borrowings.
      47




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##### Table of Contents




    
    $27.8 million in net income.
    
    $101.6 million of net non-cash charges reflecting a source of cash, consisting of
$42.3 million of depreciation and amortization, $11.5 million in bad debt provision,
$37.2 million in deferred taxes and $10.6 million in other non-cash charges.
    
    $66.7 million net source of cash from a $71.4 million increase in deferred directory
revenue less an increase in accounts receivable of $4.7 million. We analyze the change
in deferred revenue and accounts receivable together because when a directory is
published, the annual billing value of that directory is initially deferred and unbilled
accounts receivable are established. Each month thereafter, typically one-twelfth of
the billing value is recognized as revenue and billed to customers. In connection with
the SBC Directory Acquisition, while we did not record the deferred revenue for
directories published prior to the acquisition due to purchase accounting, we did
acquire the associated unbilled receivables and the rights to bill and collect these
receivables, which totaled approximately $207.3 million.
    
    $26.2 million net source of cash from a decrease in other assets, reflecting a net
decrease in deferred directory costs of $16.2 million, consisting of an increase in
deferred directory costs of $19.6 million related to directories
that have yet to publish offset by $35.8 million in amortization of
deferred directory costs relating to directories that have already published; and a $10.1 million decrease in prepaid
expenses, offset by a $0.1 million increase in other current assets. Deferred directory
costs represent cash payments for certain costs associated with the publication of
directories. Since deferred directory costs are initially deferred when incurred, the
cash payments are made prior to the expense being recognized.
    
    $11.7 million net use of cash from a decrease in accounts payable and accrued
liabilities, reflecting a $22.4 million decrease in accounts payable and accrued
liabilities and a $0.3 million decrease in other accrued liabilities, offset by an $11.0
million increase in accrued interest payable on the Notes.
    
    $15.9 million net use of cash resulting from a decrease
in other non-current liabilities comprised of a $19.5 million
current tax benefit offset by a net increase in other non-current
liabilities of $3.6 million, which includes a $4.7 million
increase to the restructuring reserve relating to the SBC Directory Business.
 48




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
    
    $291.5 million in net proceeds from the issuance of Holdco Notes for the redemption
of outstanding Preferred Stock.
    
    $21.2 million reduction in the Revolver balance consisting of $161.3 million of
Revolver repayments (including $41.2 million from the outstanding Revolver balance at
December 31, 2004) less $140.1 million in borrowings.
    
    $277.2 million used for the redemption of Preferred Stock.
    
    $183.3 million of other debt repayments including $68.3 million in scheduled and mandatory
payments and $115.0 million in pre-payments.
    
    $2.3 million in the decreased value of checks not presented for payment.
    
    $4.9 million in proceeds from the exercise of employee stock options.
  
    
    $61.2 million in net income.
    
    $86.8 million of net non-cash charges reflecting a source of cash, primarily
consisting of $29.4 million of depreciation and amortization, $6.5 million in the bad
debts provision and $11.0 million in other non-cash charges and $39.9 million in
deferred taxes.
    
    $2.7 million increase in accounts payable and accrued liabilities, reflected a source
of cash based on the timing of invoices received as compared to invoices paid during the
six months ended June 30, 2004, resulting in higher accounts payable and accrued
liability at quarter end.
    
    $19.0 million increase in accounts receivable and a $11.2 million increase in
deferred directory revenue. We analyze the change in deferred revenue and accounts
receivable together because when a directory is published, the annual billing value of
that directory is initially deferred and unbilled accounts receivable are established.
Each month thereafter, typically one-twelfth of the billing value is recognized as
revenue and customers are billed on a periodic basis.
    
    $1.6 million in cash received from partnerships in excess of recorded partnership
income representing a source of cash. Partnership income during the six months ended
June 30, 2004 consisted of our 50% interest in DonTechs net income and the revenue
participation income from SBC. We received cash from DonTech and SBC subsequent to the
time we recorded the associated partnership income; therefore, in periods of declining
DonTech partnership income, cash received related to prior periods exceeded the income
recognized from the current period.
    
    $1.9 million decrease in other assets reflected a $2.2 million increase in deferred
directory costs, offset by a decrease in prepaid insurance of $2.3 million and a
decrease of $1.8 million in other current and non-current assets. Deferred directory
costs represent cash payments for certain costs associated with the publication of
directories. Since deferred directory costs are initially deferred when incurred, the
cash payments are made prior to the expense being recognized.
  49




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
    
    $129.7 million in principal payments on debt borrowed under the Credit Facility. Of
this amount, $18.3 million represented scheduled quarterly payments, $110.0 million
represented principal payments made on an accelerated basis, at our option, from excess
cash flow generated from operations and $1.4 million represented principal payments on
the Revolver.
    
    $21.2 million in principal payments on the remaining 9 1/8% Senior Subordinated Notes.
    
    $1.4 million in borrowings under the Revolver.
    
    $9.5 million in the increased value of checks not yet presented for payment.
    
    $4.3 million in proceeds from the exercise of employee stock options.
 
 Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate Risk and Risk Management
  NotionalEffective Dates
    
    Amounts
    
    Pay rates
    
    Maturity Dates(amounts in millions)April 1, 2003
    
    $
    255
    (1)
    
    2.850%
    
    March 31, 2007October 9, 2003
    
    $
    150
    
    
    1.959%
    
    October 9, 2005June 21, 2004
    
    $
    50
    
    
    3.230%
    
    June 21, 2006June 23, 2004
    
    $
    50
    
    
    3.170%
    
    June 23, 2006June 28, 2004
    
    $
    50
    
    
    3.110%
    
    June 28, 2006July 2, 2004
    
    $
    50
    
    
    3.200%
    
    July 3, 2006September 7, 2004
    
    $
    200
    (2)
    
    3.490%  3.750%
    
    September 8, 2008-September 7, 2009September 15, 2004
    
    $
    250
    (3)
    
    3.200%  3.910%
    
    September 15, 2007-September 15, 2009September 17, 2004
    
    $
    150
    (1)
    
    3.210%  3.740%
    
    September 17, 2007-September 17, 2009September 23, 2004
    
    $
    150
    (1)
    
    3.160%  3.438%
    
    September 24, 2007-September 24, 2008Total
    
    $
    1,355
 
 (1)
    
    consists of three swaps(2)
    
    consists of two swaps(3)
    
    consists of four swaps  50




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Market Risk Sensitive Instruments
 Accounting for Derivative Instruments and Hedging Activities
 
 Controls and Procedures
 (a)
    
    Evaluation of Disclosure Controls and Procedures.Based on their
evaluation, as of the end of the period covered by this Quarterly
Report on Form 10-Q, of the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) the principal executive
officer and principal financial officer of the Company have each
concluded that such disclosure controls and procedures are effective
and sufficient to ensure that information required to be disclosed by
the Company in reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange
Commissions rules and forms and that information required to be
disclosed by the Company in the reports that it files or submits under
the Exchange Act is accumulated and communicated to the Companys
management, including its principal executive and principal financial
officers, as appropriate to allow timely decisions regarding required
disclosure.The Company provided a report in its Annual Report on Form 10-K for
the year ended December 31, 2004 that included, among other things,
managements assessment of the effectiveness of the Companys internal
controls over financial reporting. In addition, the Company provided
in its Form 10-K a written opinion prepared by its independent
registered public accounting firm in connection with managements
assessment.Management excluded from its assessment of the Companys internal
control over financial reporting as of December 31, 2004 certain
elements of the internal control over financial reporting of the
directory publishing business of SBC Communications, Inc. in Illinois
and Northwest Indiana that the Company acquired in September 2004
because this acquisition represented a material purchase business
combination. Subsequent to the acquisition, certain elements of the
acquired business internal control over financial reporting and
related functions, processes and systems were integrated during 2004
into the Companys existing internal control over financial reporting
and related functions, processes and systems. Those elements of the
acquired business internal control over financial reporting that were
not integrated during 2004 into the Companys existing internal
control over financial reporting were excluded from managements
assessment of the effectiveness of internal control over financial
reporting as of December 31, 2004. During the first quarter of 2005,
all significant elements of the acquired business internal control
over financial reporting were integrated into the Companys existing
internal control over financial reporting and related functions,
processes and systems and have been included in managements
evaluation of the disclosure controls and procedures for the period
covered by this Quarterly Report on Form 10-Q.(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 has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial
reporting.
 51




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Legal Proceedings
     Information Resources, Inc.
   52




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53




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Tax Matters
     54




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Royalty Expense Deductions  1993  1997
        Amortization and Royalty Expense Deductions/Royalty Income  1997  2005
   55




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Conclusion
  56




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57




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Submission of Matters to a Vote of Security Holders
  VotesName
    
    Votes For
    
    WithheldDavid M. Veit
    
    
    22,885,722
    
    
    
    7,782,180
   Votes For
    
    Votes Against
    
    AbstentionsApproval of the 2005 Stock
Award and Incentive Plan
    
    
    20,121,289
    
    
    
    6,291,100
    
    
    
    588,977
  Votes For
    
    Votes Against
    
    AbstentionsRatification of the appointment of PwC
    
    
    30,433,450
    
    
    
    228,523
    
    
    
    5,929
  Votes For
    
    Votes Against
    
    AbstentionsStockholder Proposal re: Rights Plan
    
    
    15,020,528
    
    
    
    11,914,711
    
    
    
    66,127
  58




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##### Table of Contents



Exhibits
 (a)
    
    Exhibits:
 Exhibit No.
    
    Document2.1#
    
    Stock Purchase Agreement, dated as of September 21, 2002, by and among the
Company, Sprint Corporation and Centel Directories LLC (incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 1, 2002, Commission File No.
001-07155)2.2
    
    Supplemental Agreement to Stock Purchase Agreement, dated as of December 31,
2002, by and among the Company, Sprint Corporation and Centel Directories
LLC (incorporated by reference to Exhibit 2.2 to the Current Report on Form
8-K, filed with the Securities and Exchange Commission on January 17, 2003,
Commission File No. 001-07155).2.3#
    
    Preferred Stock and Warrant Purchase Agreement, dated as of September 21,
2002, among R.H. Donnelley Corporation and investment partnerships
affiliated with The Goldman Sachs Group, Inc. (incorporated by reference to
Exhibit 2.2 to the Current Report on Form 8-K, filed with the Securities and
Exchange Commission on October 1, 2002, Commission File No. 001-07155)2.4#
    
    Purchase Agreement dated as of July 28, 2004 by and among R.H. Donnelley
Corporation, Ameritech Corporation and Ameritech Publishing, Inc.
(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K
filed with the SEC on August 2, 2004, Commission File No. 001-07155)2.5
    
    Amendment No. 1 to the Purchase Agreement, dated as of September 1, 2004, by
and among R.H. Donnelley Corporation, Ameritech Corporation and Ameritech
Publishing, Inc. (incorporated by reference to Exhibit 2.2 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on September 3, 2004, Commission File No. 001-07155)3.1
    
    Certificate of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Quarterly Report on Form 10-Q for the three and six
months ended June 30, 1999, filed with the Securities and Exchange
Commission on May 14, 1999 Commission File No. 001-07155)3.2
    
    By-laws of the Company (incorporated by reference to Exhibit 3.2 to the
Quarterly Report on Form 10-Q for the three and six months ended June 30,
1999, filed with the Securities and Exchange Commission on May 14, 1999
Commission File No. 001-07155)3.3
    
    Certificate of Incorporation of R.H. Donnelley Inc. (incorporated by
reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement on
Form S-4, filed with the Securities and Exchange Commission on August 7,
1998, Registration No. 333-59287)3.4
    
    By-laws of R.H. Donnelley Inc. (incorporated by reference to Exhibit 3.2 to
the Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on July 17, 1998, Registration No. 333-59287)3.5
    
    Certificate of Designations of Convertible Cumulative Preferred Stock of
R.H. Donnelley Corporation (incorporated by reference to Exhibit 3.2 to the
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 17, 2003, Commission File No. 001-07155)
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##### Table of Contents



Exhibit No.
    
    Document3.6
    
    Certificate of Designations of Series B-1 Convertible Cumulative Preferred
Stock of R.H. Donnelley Corporation (incorporated by reference to Exhibit
3.1 to the Current Report Form 8-K, filed with the Securities and Exchange
Commission on December 3, 2002, Commission File No. 001-07155)4.1
    
    Rights Agreement, dated as of October 27, 1998, between R.H. Donnelley
Corporation and First Chicago Trust Company (incorporated by reference to
Exhibit 4 to the Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on November 5, 1998, Commission File No.
001-07155)4.2
    
    Amendment No. 1 to Rights Agreement, dated as of February 26, 2001, by and
among R.H. Donnelley Corporation, First Chicago Trust Company of New York
(as initial Rights Agent) and The Bank of New York (as successor Rights
Agent) (incorporated by reference to Exhibit 4.5 to the Annual Report on
Form 10-K for the year ended December 31, 2000, filed with the Securities
and Exchange Commission on March 28, 2001, Commission File No. 001-07155)4.3
    
    Amendment No. 2 to Rights Agreement, dated as of September 21, 2002, between
the Company and The Bank of New York, as successor Rights Agent
(incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the
Registration Statement on Form 8-A , filed with the Securities and Exchange
Commission on October 1, 2002, Commission File No. 001-07155)4.4
    
    Form of Warrant Agreement, dated as of November 25, 2002, between the
Company and investment partnerships affiliated with The Goldman Sachs Group,
Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form
8-K, filed with the Securities and Exchange Commission on January 17, 2003,
Commission File No. 001-07155)4.5
    
    Form of Warrant Agreement, dated January 3, 2003, between the Company and
investment partnerships affiliated with The Goldman Sachs Group, Inc.
(incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K,
filed with the Securities and Exchange Commission on January 17, 2003,
Commission File No. 001-07155)4.6
    
    Registration Rights Agreement, dated as of November 25, 2002, among the
Company and investment partnerships affiliated with The Goldman Sachs Group,
Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K, filed with the Securities and Exchange Commission on December 3,
2002, Commission File No. 001-07155)4.7
    
    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 Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 20, 2003,
Commission File No. 001-07155)4.8
    
    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 (incorporated by reference to Exhibit 4.14 to the
Annual Report on Form 10-K filed with the Securities and Exchange Commission
on March 20, 2003, Commission File No. 001-07155)4.9
    
    Form of 8.875% Senior Notes due 2010 (included in Exhibit 4.13)
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##### Table of Contents



Exhibit No.
    
    Document4.10
    
    Guarantees relating to the 8.875% Senior Notes due 2010 (incorporated by
reference to Exhibit 4.16 to the Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 20, 2003, Commission File No.
001-07155)4.11
    
    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 Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
March 20, 2003, Commission File No. 001-07155)4.12
    
    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 Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 20, 2003, Commission File No. 001-07155)4.13
    
    Form of 10.875% Senior Subordinated Notes due 2012 (included in Exhibit 4.17)4.14
    
    Guarantees relating to the 10.875% Senior Subordinated Notes due 2012
(incorporated by reference to Exhibit 4.20 to the Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 20, 2003,
Commission File No. 001-07155)4.15
    
    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 Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 12, 2004, Commission File No. 001-07155)4.16
    
    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)4.17
    
    Third 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 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)4.18
    
    Senior Guarantees relating to Second Supplemental Indenture to the Indenture
governing the 8.875% Senior Notes due 2010 (incorporated by reference to
Exhibit 4.3 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on September 3, 2004, Commission File No.
001-07155)4.19
    
    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)
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##### Table of Contents



Exhibit No.
    
    Document4.20#
    
    Indenture, dated as of January 14, 2005, among R.H. Donnelly Corporation and
The Bank of New York, as trustee (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)4.21
    
    Form of 6 7/8% Senior Notes due 2013 (included in Exhibit 4.26)10.1#
    
    Form of Distribution Agreement between the Company (f/k/a The Dun &
Bradstreet Corporation) and The New Dun & Bradstreet Corporation
(incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K
of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the
Securities and Exchange Commission on September 30, 1998, Commission File
No. 001-07155)10.2#
    
    Form of Tax Allocation Agreement between the Company (f/k/a The Dun &
Bradstreet Corporation) and The New Dun & Bradstreet Corporation
(incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K
of the Company (f/k/a The Dun & Bradstreet Corporation), filed with the
Securities and Exchange Commission on September 30, 1998, Commission File
No. 001-07155)10.3#
    
    Amended and Restated Indemnity and Joint Defense Agreement dated as of July
30, 2004, by and among VNU, N.V., VNU, Inc., ACNielson Corporation, AC
Nielson (US), Inc., Nielson Media Research, Inc., R.H. Donnelley
Corporation, the Dun & Bradstreet Corporation, Moodys Corporation, and IMS
Health Incorporated (incorporated by reference to Exhibit 10.3 to the
Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 9, 2004, Commission File No. 001-07155)10.4#
    
    DonTech II Partnership Agreement, effective August 19, 1997, by and between
R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) and R.H.
Donnelley Publishing and Advertising of Illinois Partnership, as successor
to Ameritech Publishing of Illinois, Inc. (incorporated by reference to
Exhibit 10.10 to Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on August 7, 1998,
Registration No. 333-59287)10.5
    
    Amendment No. 1 to DonTech II Partnership Agreement dated as of January 28,
2000 between R.H. Donnelley Inc. and R.H. Donnelley Publishing and
Advertising of Illinois Partnership, as successor to Ameritech Publishing of
Illinois, Inc. (incorporated by reference to Exhibit 10.4 to the Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
March 12, 2004, Commission File No. 001-07155)10.6#
    
    Revenue Participation Agreement, dated as of August 19, 1997, by and between
R.H. Donnelley Publishing and Advertising of Illinois Partnership, as
successor to APIL Partners Partnership, and R.H. Donnelley APIL, Inc., as
assignee of R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation)
(incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on August 7, 1998, Registration No. 333-59287)10.7#
    
    Master Agreement, executed August 19, 1997, by and among R.H. Donnelley Inc.
(f/k/a The Reuben H. Donnelley Corporation), the Company (f/k/a The Dun &
Bradstreet Corporation), The Am-Don Partnership a/k/a DonTech, DonTech II,
Ameritech Publishing, Inc., Ameritech Publishing of Illinois, Inc.,
Ameritech Corporation, DonTech I Publishing Company LLC and the APIL
Partners Partnership (incorporated by reference to Exhibit 10.12 to
Amendment No. 1 to the Registration Statement on Form S-4, filed with the
Securities and Exchange Commission on August 7, 1998, Registration No.
333-59287) This agreement is no longer in effect.
 62




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##### Table of Contents



Exhibit No.
    
    Document10.8#
    
    Exclusive Sales Agency Agreement, effective August 19, 1997, between R.H.
Donnelley Publishing and Advertising of Illinois Partnership, as successor
to APIL Partners Partnership, and DonTech II (incorporated by reference to
Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on August 7, 1998,
Registration No. 333-59287)10.9
    
    Agreement for Publishing Services, dated as of January 1, 2002 between
Ameritech Publishing Inc. and R.H. Donnelley Inc. (certain portions of this
exhibit have been omitted and filed separately with the Securities and
Exchange Commission pursuant to an Application for an Order Granting
Confidential Treatment) (incorporated by reference to Exhibit 10.13 to the
Companys Quarterly Report on Form 10-Q for the three and six months ended
June 30, 2002, filed with the Securities and Exchange Commission on May 10,
2002, Commission File No. 001-07155) This agreement is no longer in effect.10.10^
    
    Key Employees Performance Unit Plan, as amended and restated (incorporated
by reference to Exhibit 10.15 to Amendment No. 3 to the Registration
Statement on Form S-4, filed with the Securities and Exchange Commission on
September 28, 1998, Registration No. 333-59287)10.11^
    
    1991 Key Employees Stock Option Plan, as amended and restated through April
25, 2000 (incorporated by reference to Exhibit 10.17 to the Companys
Quarterly Report on Form 10-Q for the three and six months ended September
30, 2000, filed with the Securities and Exchange Commission on November 13,
2000, Commission File No. 001-07155)10.12^
    
    Amended and Restated 1998 Directors Stock Plan (incorporated by reference
to Exhibit 10.18 to the Companys Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the Securities and Exchange Commission
on March 27, 2000, Commission File No. 001-07155)10.13^
    
    Pension Benefit Equalization Plan (incorporated by reference to Exhibit
10.16 to the Companys Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the Securities and Exchange Commission on
March 27, 2002, Commission File No. 001-07155)10.14^
    
    2001 Stock Award and Incentive Plan (incorporated by reference to Exhibit
10.17 to the Companys Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the Securities and Exchange Commission on
March 27, 2002, Commission File No. 001-07155)10.15*^
    
    2005 Stock Award and Incentive Plan10.16*^
    
    Form of Non-Qualified Stock Option Agreement under 2005 Plan10.17*^
    
    Form of Annual Incentive Program Award under 2005 Plan10.18^
    
    Form of Performance Unit Program Award (incorporated by reference to Exhibit
99.04 to the Registration Statement on Form S-8, filed with the Securities
and Exchange Commission on July 25, 2001, Registration No. 333-65822)10.19*^
    
    Form of Stock Appreciation Rights Agreement under 2005 Plan10.20^
    
    Deferred Compensation Plan (incorporated by reference to Exhibit 4.01 to the
Companys Registration Statement on Form S-8, filed with the Securities and
Exchange Commission on November 24, 1999, Registration No. 333-91613)
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Exhibit No.
    
    Document10.21^
    
    Employment Agreement effective as of May 1, 2002 between the Company and
David C. Swanson (incorporated by reference to Exhibit 10.29 to the
Companys Quarterly Report on Form 10-Q for the three and six months ended
September 30, 2002, filed with the Securities and Exchange Commission on
August 14, 2002, Commission File No. 001-07155)10.22^
    
    Employment Agreement effective September 21, 2002 between the Company and
Peter J. McDonald (incorporated by reference to Exhibit 10.30 to the
Quarterly Report on Form 10-Q for the nine months ended September 30, 2002,
filed with the Securities and Exchange Commission on November 12, 2002,
Commission File No. 001-07155)10.23^
    
    Employment Agreement effective March 1, 2002 between the Company and Steven
M. Blondy (incorporated by reference to Exhibit 10.30 to the Companys
Quarterly Report on Form 10-Q for the three and six months ended June 30,
2002, filed with the Securities and Exchange Commission on August 14, 2002,
Commission File No. 001-07155)10.24^
    
    Employment Agreement dated as of January 1, 2001 between the Company and
Robert J. Bush (incorporated by reference to Exhibit 10.37 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2000, filed with
the Securities and Exchange Commission on March 28, 2001, Commission File
No. 001-07155)10.25^
    
    Amendment No. 1 to Employment Agreement dated as of February 27, 2001
between the Company and Robert J. Bush (incorporated by reference to Exhibit
10.38 to the Companys Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Securities and Exchange Commission on
March 28, 2001, Commission File No. 001-07155)10.26
    
    Letter Agreement, dated as of November 25, 2002, among the Company, R.H.
Donnelley Inc. and investment partnerships affiliated with The Goldman Sachs
Group, Inc (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K, filed with the Securities and Exchange Commission on December
3, 2002, Commission File No. 001-07155)10.27
    
    Letter Agreement dated as of January 3, 2003 among the Company, R.H.
Donnelley Inc. and investment partnerships affiliated with The Goldman Sachs
Group, Inc (incorporated by reference to Exhibit 10.8 to the Current Report
on Form 8-K, filed with the Securities and Exchange Commission on January
17, 2003, Commission File No. 001-07155)10.28
    
    Letter Agreement, dated as of July 22, 2003 among the Company and investment
partnerships affiliated with The Goldman Sachs Group, Inc. (incorporated by
reference to Exhibit 10.45 to the Companys Quarterly Report on Form 10-Q
for the three and six months ended September 30, 2003, filed with the
Securities and Exchange Commission on August 13, 2003, Commission File No.
001-07155)10.29#
    
    Directory Services License Agreement, dated as of January 3, 2003, by and
among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing
& Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a
Centel Directory Company), Sprint Corporation, Sprint Directory Trademark
Company, LLC and the Sprint Local Telecommunications Division (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with
the Securities and Exchange Commission on January 17, 2003, Commission File
No. 001-07155)
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##### Table of Contents



Exhibit No.
    
    Document10.30#
    
    Trademark License Agreement, dated as of January 3, 2003, by and among
Sprint Directory Trademark Company, LLC, R.H. Donnelley Publishing &
Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon
L.L.C. and R.H. Donnelley Directory Company (f/k/a Centel Directory
Company) (incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K, filed with the Securities and Exchange Commission on January 17,
2003, Commission File No. 001-07155)10.31#
    
    Publisher Trademark License Agreement, dated as of January 3, 2003, by and
among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing
& Advertising, Inc.), R.H. Donnelley Directory Company (f/k/a Centel
Directory Company) and Sprint Corporation (incorporated by reference to
Exhibit 10.3 to the Current Report on Form 8-K, filed with the Securities
and Exchange Commission on January 17, 2003, Commission File No. 001-07155)10.32
    
    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 Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 17, 2003, Commission File No. 001-07155)10.33
    
    Subscriber Listings Agreement, dated as of January 3, 2003, by and among
R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing &
Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a
Centel Directory Company), Sprint Corporation and the Sprint Local
Telecommunications Division (incorporated by reference to Exhibit 10.5 to
the Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 17, 2003, Commission File No. 001-07155)10.34#
    
    Directory Services License Agreement, dated as of September 1, 2004, among
R.H. Donnelley Corporation, R.H. Donnelley Publishing & Advertising of
Illinois Partnership (formerly known as The APIL Partners Partnership),
DonTech II Partnership, Ameritech Corporation, SBC Directory Operations,
Inc. and SBC Knowledge Ventures, L.P. (incorporated by reference to Exhibit
10.1 to the Companys Current Report on Form 8-K, filed with the Securities
and Exchange Commission on September 3, 2004, Commission File No. 001-07155)10.35
    
    Non-Competition Agreement, dated as of September 1, 2004, between R.H.
Donnelley Corporation 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)10.36
    
    SMARTpages Reseller Agreement, dated as of September 1, 2004, among SBC
Communications, Inc., Southwestern Bell Yellow Pages, Inc., SBC Knowledge
Ventures, L.P., R.H. Donnelley Corporation, R.H. Donnelley Publishing &
Advertising of Illinois Partnership (formerly known as 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)10.37
    
    Ameritech Directory Publishing Listing License Agreement, dated as of
September 1, 2004, among R.H. Donnelley Publishing & Advertising of Illinois
Partnership (formerly known as 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)
 65




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Exhibit No.
    
    Document10.38#
    
    Credit Agreement, dated as of December 6, 2002, among the Company, R.H.
Donnelley Inc., R.H. Donnelley Finance Corporation II (subsequently merged
with and into R.H. Donnelley Inc.), the several lenders from time to time
party thereto, Bear Stearns Corporate Lending Inc. and Citicorp North
America, Inc., as joint syndication agents, BNP Paribas and Fleet National
Bank, as joint documentation agents, Deutsche Bank Trust Company Americas,
as administrative agent, and Deutsche Bank Securities Inc., Salomon Smith
Barney Inc. and Bear, Stearns & Co. Inc., as joint lead arrangers and joint
book runners (incorporated by reference to Exhibit 10.10 to the Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
January 17, 2003, Commission File No. 001-07155)10.39
    
    First Amendment, dated as of December 5, 2003, among the Company, R.H.
Donnelley Inc., the financial institutions parties thereto, Deutsche Bank
Securities Inc., CitiGroup Global Markets Inc. and Bear, Stearns & Co. Inc.,
as joint lead arrangers and joint book runners, Bear Stearns Corporate
Lending Inc. and Citicorp North America, Inc., as joint syndication agents,
BNP Paribas and Fleet National Bank, as documentation agents, and Deutsche
Bank Trust Company Americas, as administrative agent, to the Credit
Agreement, dated as of December 6, 2002 (incorporated by reference to
Exhibit 99.1 to the Current Report on Form 8-K, filed with the Securities
and Exchange Commission on February 26, 2004, Commission File No.
001-07155)10.40#
    
    Amended and Restated Credit Agreement, dated as of September 1, 2004, by and
among, R.H. Donnelley Inc., as borrower, R.H. Donnelley Corporation, the
lenders from time to time parties thereto, J.P. Morgan Securities Inc. and
Bear, Stearns & Co. Inc., as joint lead arrangers and joint bookrunners,
JPMorgan Chase Bank and Bear Stearns Corporate Lending Inc., as
co-syndication agents, Citicorp North America, Inc. and Goldman Sachs Credit
Partners L.P., as co-documentation agents, and Deutsche Bank Trust Company
Americas, as administrative agent (incorporated by reference to Exhibit 10.5
to the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on September 3, 2004, Commission File No. 001-07155)10.41
    
    First Amendment, dated as of December 6, 2004, to the Amended and Restated
Credit Agreement, dated as of September 1, 2004, by and among R.H. Donnelley
Corporation, R.H. Donnelley Inc., the lenders from time to time parties
thereto, Deutsche Bank Trust Company Americas, as administrative agent and
J.P. Morgan Securities Inc. as sole bookrunner and sole lead arranger and
the other agents party thereto (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on December 8, 2004, Commission File No. 001-07155)10.42
    
    Second Amendment, dated as of January 7, 2005, to the Amended and Restated
Credit Agreement, dated as of September 1, 2004, by and among R.H. Donnelley
Corporation, R.H. Donnelley Inc., the lenders from time to time parties
thereto, Deutsche Bank Trust Company Americas, as administrative agent and
the other agents party thereto (incorporated by reference to Exhibit 10.1 to
the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on January 11, 2005, Commission File No. 001-07155)
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##### Table of Contents



Exhibit No.
    
    Document10.43
    
    Amended and Restated Guaranty and Collateral Agreement, dated as of
September 1, 2004, by and among R.H. Donnelley Corporation, R.H. Donnelley
Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley Publishing & Advertising,
Inc., Get Digital Smart.com Inc., R.H. Donnelley Publishing & Advertising of
Illinois Partnership, DonTech II Partnership, DonTech Holdings, LLC, and
R.H. Donnelley Publishing & Advertising of Illinois Holdings, LLC
(incorporated by reference to Exhibit 10.6 to the Companys Current Report
on Form 8-K, filed with the Securities and Exchange Commission on September
3, 2004, Commission File No. 001-07155)10.44
    
    Reaffirmation, dated as of December 6, 2004, by R.H. Donnelley Corporation,
R.H. Donnelley Inc. and its subsidiaries in favor of Deutsche Bank Trust
Company Americas, as administrative agent (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on December 8, 2004, Commission File No.
001-07155)10.45#
    
    Closing Agreement dated as of December 13, 2004 by and between the Company
and the Commissioner of the Internal Revenue Service (incorporated by
reference to Exhibit 99.1 to the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on December 16, 2004, Commission
File No. 001-07155)10.46
    
    Closing Agreement dated as of July 21, 2005 by and between the Company and
the Commissioner of the Internal Revenue Service (incorporated by reference
to Exhibit 99.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 3, 2005, Commission File No.
001-07155)10.47#
    
    Stock Purchase Agreement dated as of January 10, 2005, by and among R.H.
Donnelley Corporation and certain investment partnerships affiliated with
The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit 10.2 to
the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on January 11, 2005, Commission File No. 001-07155)10.48
    
    Registration Rights Agreement, dated as of January 14, 2005, among R.H.
Donnelley Corporation and the initial purchasers that are party thereto
(incorporated by reference to Exhibit 4.1 to the Companys Current Report on
Form 8-K, filed with the Securities and Exchange Commission on January 19,
2005, Commission File No. 001-07155)14*
    
    R.H. Donnelley Policy on Business Conduct21
    
    Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the
Companys Quarterly Report on Form 10-Q for the three month period ended
September 30, 2004, filed with the Securities and Exchange Commission on
November 9, 2004, Commission File No. 001-07155)31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended June 30,
2005 by David C. Swanson, 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 June 30,
2005 by Steven M. Blondy, Senior Vice President and Chief Financial Officer
R.H. Donnelley Corporation under Section 302 of the Sarbanes-Oxley Act31.3*
    
    Certification of Quarterly Report on Form 10-Q for the period ended June 30,
2005 by David C. Swanson, Chief Executive Officer for R.H. Donnelley Inc.
under Section 302 of the Sarbanes-Oxley Act
 67




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##### Table of Contents



Exhibit No.
    
    Document31.4*
    
    Certification of Quarterly Report on Form 10-Q for the period ended June 30,
2005 by Steven M. Blondy, Senior Vice President and Chief Financial Officer
for R.H. Donnelley Inc. under Section 302 of the Sarbanes-Oxley Act32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended June 30,
2005 under Section 906 of the Sarbanes-Oxley Act by David C. Swanson, Chief
Executive Officer, and Steven M. Blondy, Senior Vice President and Chief
Financial Officer, for R.H. Donnelley Corporation32.2*
    
    Certification of Quarterly Report on Form 10-Q for the period ended June 30,
2005 under Section 906 of the Sarbanes-Oxley Act by David C. Swanson, Chief
Executive Officer, and Steven M. Blondy, Senior Vice President and Chief
Financial Officer, for R.H. Donnelley Inc.
 
 *
    
    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. 68




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##### Table of Contents



SIGNATURES
  R.H. DONNELLEY CORPORATIONDate: August 5, 2005
    
    By:
    
    /s/ Steven M. BlondySteven M. BlondySenior Vice President and Chief Financial Officer(Principal Financial Officer)Date: August 5, 2005
    
    By:
    
    /s/ Robert A. GrossRobert A. GrossVice President and Controller(Principal Accounting Officer)
  R.H. DONNELLEY INC.Date: August 5, 2005
    
    By:
    
    /s/ Steven M. BlondySteven M. BlondySenior Vice President and Chief Financial Officer(Principal Financial Officer)Date: August 5, 2005
    
    By:
    
    /s/ Robert A. GrossRobert A. GrossVice President and Controller(Principal Accounting Officer)
 69




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##### Table of Contents



Exhibit Index
 Exhibit No.
    
    Document10.15*
    
    2005 Stock Award and Incentive Plan10.16*
    
    Form of Non-Qualified Stock Option Agreement under 2005 Plan10.17*
    
    Form of Annual Incentive Program Award under 2005 Plan10.19*
    
    Form of Stock Appreciation Rights Agreement under 2005 Plan14*
    
    R.H. Donnelley Policy on Business Conduct31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended June 30, 2005 by David C. Swanson, 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 June 30, 2005 by Steven M. Blondy, Senior Vice President
and Chief Financial Officer R.H. Donnelley Corporation under
Section 302 of the Sarbanes-Oxley Act31.3*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended June 30, 2005 by David C. Swanson, Chief Executive
Officer for R.H. Donnelley Inc. under Section 302 of the
Sarbanes-Oxley Act31.4*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended June 30, 2005 by Steven M. Blondy, Senior Vice President
and Chief Financial Officer for R.H. Donnelley Inc. under
Section 302 of the Sarbanes-Oxley Act32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended June 30, 2005 under Section 906 of the Sarbanes-Oxley
Act by David C. Swanson, Chief Executive Officer, and Steven
M. Blondy, Senior Vice President and Chief Financial Officer,
for R.H. Donnelley Corporation32.2*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended June 30, 2005 under Section 906 of the Sarbanes-Oxley
Act by David C. Swanson, Chief Executive Officer, and Steven
M. Blondy, Senior Vice President and Chief Financial Officer,
for R.H. Donnelley Inc.
 
 *
    
    Filed herewith 70