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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
   Form 10-K
 Annual Report
    Pursuant
 to Sections 13 or 15(d) of
    the Securities Exchange Act of 1934
   (Mark one)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission file number
    001-07155
   R.H. Donnelley
    Corporation
 (Exact name of registrant as
    specified in its charter)
   Delaware

13-2740040(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer Identification
    No.)1001 Winstead Drive, Cary,
    N.C.

27513(Address of principal executive
    offices)

(Zip Code)   Registrants telephone number, including area code (919)
    297-1600
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of class

Name of exchange on which
    registeredCommon Stock, par value
    $1 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer þ     Accelerated
    filer o     Non-accelerated
    filer o
  Rule 12b-2 o þ




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Commission file
    number 333-59287
  R.H. DONNELLEY INC. *
 (Exact name of registrant as specified in its charter)
  Delaware

36-2467635(State of
    Incorporation)

(IRS Employer Identification
    No.)1001 Winstead Drive, Cary,
    N.C.

27513(Address of Principal Executive
    Offices)

(Zip Code)   Registrants telephone number, including area code
 (919) 297-1600
     *
    
    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 I 1(a) and (b) of
    Form 10-K
    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 9.125% Senior Subordinated
    Notes, which Notes were redeemed in full on February 6,
    2004. In addition, R.H. Donnelley Inc. is the obligor of
    10.875% Senior Subordinated Notes due 2012 and is subject
    to the filing requirements of Section 15(d) as a result of
    such notes. As of March 1, 2006, 100 shares of R.H.
    Donnelley Inc. common stock, no par value, were outstanding.  Documents
    Incorporated By Reference
  Part IIIItem 10


Directors and Executive Officers
    of the Registrant


Information responsive to this
    Item can be found under the captions Board of
    Directors and Section 16(a) Beneficial
    Ownership Reporting Compliance in the Companys Proxy
    Statement to be filed with the Commission on or prior to
    April 28, 2006.Item 11


Executive Compensation


Information responsive to this
    Item can be found under the caption Director and Executive
    Compensation in the Companys Proxy Statement to be
    filed with the Commission on or prior to April 28, 2006.Item 12


Security Ownership of Certain
    Beneficial Owners and Management and Related Stockholder Matters


Information responsive to this
    Item can be found under the caption Security Ownership of
    Certain Beneficial Owners and Management in the
    Companys Proxy Statement to be filed with the Commission
    on or prior to April 28, 2006.Item 13


Certain Relationships and Related
    Transactions


Information responsive to this
    Item can be found under the caption Director and
    Executive Compensation  Compensation Committee
    Interlocks and Insider Participation; Certain Relationships and
    Related Party Transactions in the Companys Proxy
    Statement to be filed with the Commission on or prior to
    April 28, 2006.Item 14


Principal Accountant Fees and
    Services


Information responsive to this
    Item can be found under the caption Board of
    Directors  Committees of the Board of
    Directors  Audit and Finance Committee and
     Report of the Audit and Finance
    Committee  Fees in the Companys
    Proxy Statement to be filed with the Commission on or prior to
    April 28, 2006.




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##### 



TABLE OF
    CONTENTS
  PART IItem 1.

Business

1Item 1A.

Risk Factors

16Item 1B.

Unresolved Staff Comments

25Item 2.

Properties

25Item 3.

Legal Proceedings

26Item 4.

Submission of Matters to a Vote of
    Security Holders

29PART IIItem 5.

Market for Registrants
    Common Equity, Related Stockholder Matters and Issuer Purchases
    of Equity Securities

29Item 6.

Selected Financial Data

32Item 7.

Managements Discussion and
    Analysis of Financial Condition and Results of Operations

33Item 7A.

Quantitative and Qualitative
    Disclosures About Market Risk

74Item 8.

Financial Statements and
    Supplementary Data

F-1Item 9.

Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosures

76Item 9A.

Controls and Procedures

76Item 9B.

Other Information

76PART IIIItem 10.

Directors and Executive Officers
    of the Registrant

76Item 11.

Executive Compensation

76Item 12.

Security Ownership of Certain
    Beneficial Owners and Management and Related Stockholder Matters

76Item 13.

Certain Relationships and Related
    Transactions

77Item 14.

Principal Accountant Fees and
    Services

77PART IVItem 15.

Exhibits and Financial Statement
    Schedules

77Signatures

92EX-3.6EX-3.7EX-10.21EX-10.85EX-21EX-23.1EX-31.1EX-31.2EX-31.3EX-31.4EX-32.1EX-32.2




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PART I  ITEM 1.
    BUSINESS.  General
  (919) 297-1600. www.rhd.com. www.sec.gov.
    Significant
    Business Developments
       1




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Corporate
    Overview
  tm www.bestredyp.com www.chicagolandyp.com.
  Acquisitions
  Dex
    Media Merger
       2




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AT&T
    Directory Acquisition
      SPA
    Acquisition
   3




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Historical
    Overview
  Donnelley
       4




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Dex
    Media
    Products
    and Services
        Yellow
    Pages
      Listing options
  In-column advertising options
 5




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Display advertising options
  White
    Pages
      Specialty/Awareness
    Products
    Tabs
  Banners
  Delivery bags
  Ride-alongs
  Online
    Products
     6




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out-of-region out-of-region 14-state
  Arrangements with Search Engines and Other Third
    Parties.
   7




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Business
    Cycle Overview
  12-month
  Sales
        Premise sales representatives
  Telephone sales representatives
  Centralized sales
      Marketing
   8




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Publishing
    and Information Services
  ®
  Printing
    and Distribution
        Credit
    Collections and Bad Debt Expense
  12-month 12-month
  and/or
 9




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Competition
      business-to-business
    ® ® ®
   10




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Raw
    Materials
      Intellectual
    Property
     11




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®
    ® ® ®
      and/or 18-month 18-month and/or
 12




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Employees
    Executive
    Officers of the Registrant
    Name

Age

Position(s)George A. Burnett


50


Chairman of the BoardDavid C. Swanson


51


Chief Executive Officer; DirectorPeter J. McDonald


55


President and Chief Operating
    OfficerSteven M. Blondy


46


Executive Vice President and Chief
    Financial OfficerGeorge F. Bednarz


52


Senior Vice
    President  Integration, Corporate Planning,
    Administration and CommunicationsRobert J. Bush


40


Senior Vice President, General
    Counsel and Corporate SecretaryAlan R. Duy


62


Senior Vice President of
    Information Technology and Publishing ServicesSimon Greenman


38


Senior Vice
    President  Digital Strategy, Innovation and
    ProductsMargaret LeBeau


47


Senior Vice President and Chief
    Marketing OfficerDebra M. Ryan


54


Vice
    President  Human ResourcesJenny L. Apker


48


Vice President and TreasurerJeffrey A. Smith


41


Vice President and Controller *Robert A. Gross


46


Vice
    President  Finance and Administration *     *
    
    During 2005, Mr. Gross served as RHDs Vice President
    and Controller (Principal Accounting Officer). Effective
    February 1, 2006, Mr. Smith replaced Mr. Gross as
    our Vice President and Controller (Principal Accounting
    Officer). Mr. Gross has assumed the position of Vice
    President  Finance and Administration at RHD and
    will sign this annual report along with Mr. Smith as
    Co-Principal Accounting Officers.   13




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George A. Burnett
  David C. Swanson
  Peter J. McDonald
  Steven M. Blondy
  George F. Bednarz start-up
  Robert J. Bush
 14




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Alan R. Duy
  Simon Greenman
  Margaret Le Beau
  Debra M. Ryan
  Jenny L. Apker
  Jeffrey A. Smith start-up
  Robert A. Gross
 15




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ITEM 1A.
    RISK
    FACTORS  Forward-Looking
    Information
  Form 10-K
    1) Our
    ability to meet substantial debt service
    obligations
      
    our ability to obtain additional financing in excess of the
    borrowing capacity under our $175 million revolving Credit
    Facility and $186.9 million under the revolving portion of
    Dex Medias credit facilities on satisfactory terms to fund
    working capital requirements, capital expenditures,
    acquisitions, investments, debt service requirements and other
    general corporate requirements is limited;
    we are more vulnerable to general economic downturns,
    competition and industry conditions, which could place us at a
    competitive disadvantage compared to our competitors that may be
    less leveraged;
    we face increased exposure to rising interest rates as a portion
    of our debt (including debt assumed in the Dex Media Merger) is
    at variable interest rates;
    we have reduced availability of cash flow to fund working
    capital requirements, capital expenditures, acquisitions or
    other strategic initiatives, investments and other general
    corporate requirements because a substantial portion of our cash
    flow will be needed to service our debt obligations;
    we have limited flexibility in planning for, or reacting to,
    changes in our business and the industry in which we operate; 16




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
    the agreements governing our debt substantially limit our
    ability to access the cash flow and value of our subsidiaries
    and, therefore, to make payments on our notes and the notes of
    our subsidiaries;
    our ability to borrow additional funds or refinance existing
    indebtedness may be limited; and
    there could be a material adverse effect on our business and
    financial condition if we were unable to service our debt or
    obtain additional financing, as needed.    2) Restrictive
    covenants under our debt agreements
    
    incur additional debt;
    pay dividends on R.H. Donnelley Inc.s (RHD
    Inc.) equity interests, repurchase RHD Inc.s equity
    interests or make other payments to RHD, which could adversely
    affect the ability of RHD to satisfy its obligations under the
    notes;
    make certain investments;
    enter into certain types of transactions with affiliates;
    expand into unrelated businesses;
    use assets as security in other transactions; and
    sell certain assets or merge with or into other companies.        3) Competition
   17




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® ®
  ® ® ®
  and/or
  Embarq tm .
 18




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4) Usage
    of printed yellow pages directories and changes in
    technology.
  business-to-business
    
    impair our ability to maintain or increase our advertising
    prices;
    cause businesses that purchase advertising in our yellow pages
    directories to reduce or discontinue those purchases; and
    discourage businesses that do not purchase advertising in our
    yellow pages directories from doing so.      5) Integration
    of the Dex Media business into our operations
   19




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6) Impact
    of bankruptcy proceedings against Qwest, Sprint or AT&T
    during the term of the respective commercial
    arrangements
      
    Qwest, or a trustee acting on its behalf, could seek to reject
    our agreements with Qwest as executory contracts
    under U.S. bankruptcy law, thus allowing Qwest to avoid its
    obligations under such contracts. Loss of substantial rights
    under these agreements could effectively require us to operate
    our business as an independent directory business, which could
    have a material adverse effect on us.
    Qwest could seek to sell certain of its assets, including the
    assets relating to Qwests local telephone business, to
    third parties pursuant to the approval of the bankruptcy court.
    In such case, the purchaser of any such assets might be able to
    avoid, among other things, our publishing agreement and
    non-competition agreement with Qwest.
    We may have difficulties obtaining the funds collected by Qwest
    on our behalf pursuant to the billing and collection service
    agreements at the time such proceeding is instituted, although
    pursuant to such agreements, Qwest prepares settlement
    statements ten times per month for each state in the Dex Media
    states summarizing the amounts due to Dex Media East and Dex
    Media West and purchases Dex Media Easts and Dex Media
    Wests accounts receivable billed by it within
    approximately nine business days following such settlement date.
    Further, if Qwest continued to bill our customers pursuant to
    the billing and collection services agreement following any such
    bankruptcy filing, customers of Qwest may be less likely to pay
    on time, or at all, bills received, including the amount owed to
    us.     20




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and/or
  7) The
    inability to enforce any of our key agreements with Sprint,
    AT&T or Qwest
    
    to the extent it is necessary to protect a legitimate business
    interest of the party seeking enforcement;
    if it does not unreasonably restrain the party against whom
    enforcement is sought; and
    if it is not contrary to the public interest.    and/or
   21




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8) Future
    changes in directory publishing obligations in AT&T and
    Qwest markets
      9) Reliance
    on, and extension of credit to, small and medium-sized
    businesses
    10) Dependence
    on third-party providers of printing, distribution and delivery
    services
   22




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11) Fluctuations
    in the price and availability of paper












12) The
    sale of advertising to national accounts is coordinated by third
    parties that we do not control






23



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13) General
    economic factors












| |   |                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the general possibility, express threat or future occurrence of
    terrorist or other related disruptive events; or                                                                           
|
| |  | the United States continuing or expanded involvement in
    war especially with respect to the major markets in which we
    operate that depend heavily upon travel, tourism or the military.



14) Work
    stoppages among our sales force








15) Turnover
    among our sales force or key management














24



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16) The
    loss of important intellectual property rights
    (17) Information
    technology modernization effort
     ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS     ITEM 2.
    PROPERTIES    ApproximateSquare



LeaseProperty Location

Footage

Purpose

ExpirationCary, NC


102,000


Corporate Headquarters

2015Chicago, IL


100,000


Sales and Administration

2012Morrisville, NC


55,000


Pre-Press Publishing

2006Overland Park, KS


49,000


Operations and Sales

2009Blountville, TN*


42,000


Former Graphics Operations

2012Purchase, NY**


35,000


Former Headquarters

2006Bristol, TN


25,000


Graphics Operations

OwnedDunmore, PA


20,000


Graphics Operations

2009Lombard, IL


20,000


Sales and Administration

2010     *
    
    Presently 50% subleased**
    
    Presently 100% subleased 25




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ApproximateSquare



LeaseProperty Location

Footage

Purpose

ExpirationAurora, CO


200,000


Sales Office/Operating Center

2008Englewood, CO


161,000


Former Corporate Headquarters

2008Omaha, NE


103,000


Sales Office/Operating Center

2010Maple Grove, MN


71,000


Sales Office/Operating Center

2007Phoenix, AZ


57,000


Sales Office/Operating Center

2007Beaverton, OR


44,000


Sales Office/Operating Center

2016Bellevue, WA


42,000


Sales Office/Operating Center

2008Murray, UT


25,000


Sales Office/Operating Center

2009       ITEM 3.
    LEGAL
    PROCEEDINGS         26




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Information
    Resources, Inc.
          Tax
    Matters
      Amortization and Royalty Expense Deductions/Royalty
    Income  1997-1998
   27




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Income  1997-1998
  Income  1997-1998),
  Other
    Matters
   28




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ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS        Votes For

Votes Against

AbstentionsApproval of Dex Media Merger


30,560,073



93,926



136,040  PART II   ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    2005


2004High


Low


High


Low1st Quarter

$
62.58


$
56.22


$
47.00


$
39.402nd Quarter

$
63.24


$
55.20


$
48.75


$
40.663rd Quarter

$
67.58


$
60.89


$
50.11


$
40.384th Quarter

$
64.28


$
59.27


$
59.35


$
48.66    29




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Equity
    Compensation Plan Information
  (c)Number of Securities(a)





Remaining Available forNumber of Securities


(b)


Future Issuance Underto Be Issued Upon


Weighted-average


Equity CompensationExercise of


Exercise Price of


Plans (excludingOutstanding Options,


Outstanding Options,


securities reflected inPlan category

Warrants and Rights


Warrants and Rights


column (a))Equity compensation plans approved
    by security holders(1):2005 Plan


75,500


$
61.94



5,301,2772001 Plan


3,323,782



34.66



Equity compensation plans not
    approved by security holders:1991 Key Employees Stock
    Option Plan(2)


555,816



17.98



1998 Directors Stock
    Plan(3)


16,150



17.09



1998 Partner Share Plan(4)


10,375



15.31



2001 Partner Share Plan(5)


20,621



26.45



Total


4,002,244


$
32.69



5,301,277     (1)
    
    This reflects securities covered by our 2005 Stock Award and
    Incentive Plan (2005 Plan) and our 2001 Stock
    Award and Incentive Plan (2001 Plan). The 2005 Plan
    and the 2001 Plan were adopted and approved by our shareholders
    at our 2005 and 2001 annual meeting of stockholders,
    respectively.(2)
    
    This reflects outstanding options under our 1991 Key
    Employees Stock Option Plan (1991 Plan). The
    1991 plan was originally a D&B plan that was carried over at
    the time of the spin-off from D&B. The 2001 Plan replaced
    the 1991 Plan and all shares available for grant under the 1991
    Plan became available for grant under the 2001 Plan upon its
    approval by stockholders; provided, however, all options then
    outstanding remained subject to the terms and conditions of the
    1991 Plan.(3)
    
    This reflects shares and options still outstanding under our
    1998 Directors Stock Plan (1998 Director
    Plan). The 2001 Plan replaced the 1998 Director Plan
    and all shares available for grant under the 1998 Director
    Plan became available for grant under the 2001 Plan upon its
    approval by stockholders; provided, however, all shares and
    options then outstanding remained subject to the terms and
    conditions of the 1998 Director Plan.(4)
    
    This reflects options still outstanding under our 1998 Partner
    Share Plan (1998 PS Plan), which was a broad-based
    plan covering lower level employees not eligible for grants
    under the 1991 Plan. The 1998 PS Plan authorized
    262,000 shares for grant at its inception and only
    10,375 shares remain outstanding. The 2001 Plan replaced
    the 1998 PS Plan and all shares available for grant under the
    1998 PS Plan became available for grant under the 2001 Plan upon
    its approval by stockholders; provided, however, all shares and
    options then outstanding remained subject to the terms and
    conditions of the 1998 PS Plan. 30




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(5)
    
    This reflects options still outstanding under our 2001 Partner
    Share Plan (2001 PS Plan), which was a broad-based
    plan covering lower level employees whose grants were made prior
    to shareholder approval of the 2001 Plan. The 2001 PS Plan
    authorized 124,750 shares for grant at its inception and
    only 20,621 remain outstanding. The 2001 Plan replaced the 2001
    PS Plan and all shares available for grant under the 2001 PS
    Plan became available for grant under the 2001 Plan upon its
    approval by stockholders; provided, however, all shares and
    options then outstanding remained subject to the terms and
    conditions of the 2001 PS Plan.   31




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ITEM 6.
    SELECTED
    FINANCIAL DATA    Years Ended
    December 31,2005(1)


2004(1)(2)


2003(2)


2002


2001(in thousands, except per share
    data)Statement of Operations
    DataNet revenue

$
956,631


$
603,116


$
256,445


$
75,406


$
80,253Partnership income






77,967



114,052



136,873



139,964Operating income


375,241



291,748



92,526



145,982



111,472Net income (loss)


67,533



70,312



(49,953
)


67,177



49,815Preferred dividend


11,708



21,791



58,397



24,702



Loss on repurchase of Preferred
    Stock(4)


(133,681
)














Accretion of Preferred Stock to
    redemption value(5)


(211,020
)














(Loss) income available to common
    shareholders


(288,876
)


48,521



(108,350
)


42,475



49,815(Loss) Earnings Per
    ShareBasic

$
(9.10
)

$
1.19


$
(3.53
)

$
1.42


$
1.65Diluted

$
(9.10
)

$
1.15


$
(3.53
)

$
1.40


$
1.61Shares Used in Computing
    (Loss) Earnings Per ShareBasic


31,731



31,268



30,683



29,643



30,207Diluted


31,731



32,616



30,683



30,298



30,976Balance Sheet Data(3)Total assets

$
3,867,824
(6)

$
3,978,922


$
2,538,734


$
2,223,375


$
295,981Long-term debt, including current
    maturities


3,078,849



3,127,342



2,092,133



2,075,470



283,904Preferred Stock(4)(5)


334,149



216,111



198,223



63,459



Shareholders (deficit) equity


(291,415
)


17,985



(56,245
)


(30,600
)


(111,313
)     (1)
    
    Financial data for the years ended December 31, 2005 and
    2004 include the results of the AT&T Directory Business from
    and after September 1, 2004. Net revenue, net income and
    (loss) income available to common shareholders reflect purchase
    accounting adjustments that precluded the recognition of revenue
    and certain expenses associated with directories published by
    the acquired AT&T Directory Business prior to the
    acquisition, including all September 2004 published directories.
    See Item 7 Managements Discussion and Analysis
    of Financial Condition and Results of Operations for
    further discussion of these items.(2)
    
    Financial data for the years ended December 31, 2004 and
    2003 include the results of the SPA Directory Business from and
    after January 3, 2003. Net revenue, net income (loss) and
    income (loss) available to common shareholders reflect purchase
    accounting adjustments that precluded the recognition of revenue
    and certain expenses associated with directories published by
    the acquired SPA Directory Business prior to the acquisition,
    including all January 2003 published directories. See
    Item 7 Managements Discussion and Analysis of
    Financial Condition and Results of Operations for further
    discussion of these items.(3)
    
    In connection with the AT&T Directory Acquisition on
    September 1, 2004 and the SPA Acquisition on
    January 3, 2003, we incurred a significant amount of debt.
    We issued Preferred Stock in November 2002 32




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and borrowed funds under certain debt instruments in December
    2002. Therefore, our cash and debt balances during these periods
    were higher than in prior periods.(4)
    
    On January 14, 2005, we repurchased 100,303 shares of
    our outstanding Preferred Stock from the GS Funds for
    $277.2 million in cash. In connection with the Preferred
    Stock repurchase, we recorded a reduction in income available to
    common shareholders on the Consolidated Statements of Operations
    of $133.7 million to reflect the loss on the repurchase of
    these shares for the year ended December 31, 2005.(5)
    
    On October 3, 2005, we entered into an agreement to
    repurchase the remaining shares of Preferred Stock held by the
    GS Funds. In connection with this agreement, we have accreted
    the carrying value of the Preferred Stock to its redemption
    value of $334.1 million as of December 31, 2005. The
    accretion of the Preferred Stock totaling $211.0 million
    has been recorded as an increase to loss available to common
    shareholders on the Consolidated Statements of Operations for
    the year ended December 31, 2005. On January 27, 2006,
    we repurchased the remaining 100,301 shares of Preferred
    Stock from the GS Funds for $336.1 million in cash
    including accrued cash dividends and interest.(6)
    
    Total assets, as well as certain other balance sheet amounts
    reported in our press release dated February 22, 2006 as
    preliminary and subject to change pending the filing of this
    Annual Report, differ from amounts included in this Annual
    Report, resulting from a reclassification of deferred tax
    accounts. Such press release was included as an exhibit to our
    Current Report on
    Form 8-K
    furnished to the SEC on February 22, 2006.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Significant
    Business Developments
     33




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Corporate
    Overview
  www.bestredyp.com www.chicagolandyp.com
  Forward-Looking
    Information
  Form 10-K
    Acquisitions
  Dex
    Media Merger
   34




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AT&T
    Directory Acquisition
  Loan A-2,
   35




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##### Table of Contents



(Amounts in millions)Calculation of allocable
    purchase price:Cash





$
1,406.1Liquidation preference






29.9Allocable transaction costs






12.7Total allocable purchase price





$
1,448.7Allocation of purchase
    price:AT&T Directory Services
    Agreements





$
952.5Customer relationships






145.0Net assets acquired


129.1Fair value adjustments:Reverse pre-acquisition deferred
    revenue


41.9Estimated profit on acquired sales
    contracts


49.3Reverse deferred directory costs
    associated with directories published pre-acquisition


(175.8
)Eliminate historical income taxes


55.5Other


16.5Fair value of net assets acquired






116.5Goodwill






222.0Total cash purchase price






1,436.0Allocable transaction costs






12.7Total allocable purchase price





$
1,448.7   SPA
    Acquisition
   36




---



##### Table of Contents



37




---



##### Table of Contents



(Amounts in millions)Calculation of allocable
    purchase price:Cash





$
2,229.8Allocable transaction costs






17.6Total allocable purchase price





$
2,247.4Allocation of purchase
    price:SPA Directory Services Agreements





$
1,625.0Customer relationships






260.0Trade names






30.0Net assets acquired


81.5Fair value adjustments:Reverse pre-acquisition deferred
    revenue


315.9Reverse deferred allowance for
    doubtful accounts and sales claims included in SPAs
    opening deferred revenue


(22.8
)Reverse deferred directory costs
    associated with directories published
    pre-acquisition


(89.5
)Eliminate historical deferred tax
    and goodwill


(43.5
)Other


(23.8
)Fair value of net assets acquired






217.8Goodwill






97.0Total cash purchase price






2,229.8Allocable transaction costs






17.6Total allocable purchase price





$
2,247.4   Segment
    Reporting
      Critical
    Accounting Estimates
   38




---



##### Table of Contents



Allowance
    for Doubtful Accounts and Sales Claims
    Pension
    Benefits
    Intangible
    Assets and Goodwill Valuation and Amortization
   39




---



##### Table of Contents



Accounting for the Impairment or Disposal of
    Long-lived Assets Goodwill and Other Intangible Assets
      New
    Accounting Pronouncements
  Accounting for
    Stock-Based Compensation Accounting for Stock
    Issued to Employees
 40




---



##### Table of Contents



Accounting Changes and Error
    Corrections  A replacement of APB Opinion
    No. 20 and FASB Statement No. 3
    RESULTS
    OF OPERATIONS
  Year
    Ended December 31, 2005 compared to the Year Ended
    December 31, 2004
  Factors
    Affecting Comparability
  Acquisitions
   41




---



##### Table of Contents



Relocation
    and Integration Charges
      GAAP Reported
    Results
  Net
    Revenue
    For the Years Ended
    December 31,2005


2004


$ Change(Amounts in millions)Gross directory advertising revenue

$
956.0


$
589.5


$
366.5Sales allowances


(10.4
)


(6.5
)


(3.9
)Net directory advertising revenue


945.6


$
583.0



362.6Pre-press publishing and
    application service fees






13.0



(13.0
)Other revenue


11.0



7.1



3.9Total net revenue

$
956.6


$
603.1


$
353.5      42




---



##### Table of Contents



Expenses
    For the Years Ended
    December 31,2005


2004


$ Change(Amounts in millions)Operating expenses

$
436.1


$
263.2


$
172.9General and administrative expenses


60.2



59.5



0.7Depreciation and amortization
    expense


85.1



66.6



18.5Total

$
581.4


$
389.3


$
192.1    43




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##### Table of Contents



Operating
    Expenses
    Change(Amountsin millions)Expenses recorded in 2005
    resulting from the AT&T Directory Business

$
95.0Difference between cost uplift in
    2005 compared to 2004 from the AT&T Directory Business


50.8Increased commission and sales
    costs


15.6Increased digital initiative costs


8.9Increased bad debt expense


8.6Cost uplift from the SPA
    Acquisition recorded in 2004


(3.6
)All other


(2.4
)Total 2005 increase in operating
    expenses, compared to 2004

$
172.9          44




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##### Table of Contents



General
    and Administrative Expenses
    Change(Amountsin millions)Increased billing, credit and
    collection expenses related to the AT&T Directory Business

$
9.0Increased non-cash compensation
    expense related to stock appreciation rights


2.8Relocation, severance and
    integration expenses related to the AT&T Directory
    Acquisition recorded in 2004


(10.4
)All other


(0.7
)Total 2005 increase in G&A,
    compared to 2004

$
0.7     Depreciation
    and Amortization
    Partnership Income
    Operating
    Income
   45




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##### Table of Contents











|      |  |                                      |       |  |      |   |       |          |  |   |      | 
|----- |  | ------------------------------------ | ----- |  | ---- | - | ----- | -------- |  | - | ---- | 
|      |  | For the Years Ended
    December 31, |      
|      |  | 2005                                 |       |  | 2004 |   |       | $ Change | 
|      |  | (Amounts in millions)                |      
|     
|Total |  | $                                    | 375.2 |  |      | $ | 291.7 |          |  | $ | 83.5 | 
|      |  |                                      |       |  |      |   |       |          |  |   |      | 









Interest
    Expense, Net








Provision
    (Benefit) for Income Taxes










46



---



##### Table of Contents











Net
    Income, (Loss) Income Available to Common Shareholders and
    (Loss) Earnings Per Share






















47



---



##### Table of Contents



No. 03-6, Participating Securities and the Two-Class Method under
    FASB Statement 128 (EITF 03-6), EITF 03-6 EITF 03-6
  EITF 03-6,
  For the Years EndedDecember 31,2005


2004Basic
    EPS  Two-Class Method(Loss) income available to common
    shareholders

$
(288,876
)

$
48,521Amount allocable to common
    shareholders(1)


100
%


77
%(Loss) income allocable to common
    shareholders


(288,876
)


37,361Weighted average common shares
    outstanding


31,731



31,268Basic (loss) earnings per
    share  Two-Class Method

$
(9.10
)

$
1.19   For the Years EndedDecember 31,2005


2004Diluted EPS(Loss) income available to common
    shareholders

$
(288,876
)

$
48,521Amount allocable to common
    shareholders(1)


100
%


77
%(Loss) income allocable to common
    shareholders


(288,876
)


37,361Weighted average common shares
    outstanding


31,731



31,268Dilutive effect of stock awards(2)






1,348Dilutive effect of Preferred Stock
    assuming conversion(2)






Weighted average diluted shares
    outstanding


31,731



32,616Diluted (loss) earnings per share

$
(9.10
)

$
1.15     (1)
    
    31,268 / (31,268 + 9,483) for the year ended December 31,
    2004. In computing basic EPS using the Two-Class Method, we
    have not allocated the loss available to common shareholders for
    the year ended December 31, 2005 between common and
    preferred shareholders since the preferred shareholders do not
    have a contractual obligation to share in the net loss.  (2)
    
    60 stock options in 2005 and the assumed conversion of the
    Preferred Stock into 5,132 and 9,767 shares of common stock
    in 2005 and 2004, respectively, were anti-dilutive and therefore
    are not included in the calculation of diluted EPS. 48




---



##### Table of Contents



Adjusted
    and Adjusted Pro Forma Amounts and Other
    Non-GAAP Measures
    Twelve Months Ended
    December 31, 2005AdjustmentsAT&TReported


Directory


SPAGAAP


Acquisition


Acquisition


Adjusted(Amounts in millions)Net revenue

$
956.6


$
85.0
(1)

$



$
1,041.6Expenses, other than depreciation
    and amortization


496.3



(49.9
)(2)






446.4Depreciation and amortization


85.1











85.1Operating income

$
375.2


$
134.9






$
510.1   Twelve Months Ended
    December 31, 2004AdjustmentsAT&TReported


Directory


SPA


AdjustedGAAP


Acquisition


Acquisition


Pro Forma(Amount in millions)Net revenue

$
603.1


$
429.7
(1)

$
1.1
(5)

$
1,033.9Expenses, other than depreciation
    and amortization


322.8



98.0
(2)


(3.6
)(6)


417.2Depreciation and amortization


66.6



18.8
(3)






85.4Partnership income


78.0



(78.0
)(4)






Operating income

$
291.7


$
234.9


$
4.7


$
531.3     (1)
    
    Represents revenue for AT&T-branded directories that
    published prior to the AT&T Directory Acquisition, plus all
    September 2004 published directories, which would have been
    recognized during the period had it not been for purchase
    accounting required under GAAP. 49




---



##### Table of Contents



(2)
    
    Represents expenses for AT&T-branded directories that
    published prior to the AT&T Directory Acquisition, including
    September 2004 published directories, which would have been
    recognized during the period had it not been for purchase
    accounting required under GAAP. The pro forma adjustments also
    include (a) for 2004, DonTechs selling and
    operational expenses prior to September 1, 2004, which were
    eliminated in consolidation upon the AT&T Directory
    Acquisition, and (b) for 2004 and 2005, 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 AT&T Directory Acquisition at their fair value. The
    impact of such cost uplift has also been removed.(3)
    
    Represents the additional depreciation and amortization expense
    related to the tangible and identifiable intangible assets
    acquired in the AT&T 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 AT&T recognized prior to the
    AT&T 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 deferred directory costs related to
    directories that were scheduled to publish subsequent to the SPA
    Acquisition at their fair value. The impact of such cost uplift
    has also been removed.  2005
    Revenue and Adjusted Revenue Compared to 2004 Revenue and
    Adjusted Pro Forma Revenue
    2005
  AT&TReported


Directory


SPAGAAP


Acquisition


Acquisition


AdjustedGross directory advertising revenue

$
956.0


$
85.5
(1)

$



$
1,041.5Sales claims and allowances


(10.4
)


(0.5
)(1)






(10.9
)Net directory advertising revenue


945.6



85.0







1,030.6Other revenue


11.0











11.0Net revenue

$
956.6


$
85.0


$



$
1,041.6   2004
  AT&TReported


Directory


SPA


AdjustedGAAP


Acquisition


Acquisition


Pro FormaGross directory advertising revenue

$
589.5


$
437.6
(1)

$
1.1
(4)

$
1,028.2Sales claims and allowances


(6.5
)


(1.1
)(1)






(7.6
)Net directory advertising revenue


583.0



436.5



1.1



1,020.6Pre-press publishing fees


13.0



(13.0
)(2)






Other revenue


7.1



6.2
(3)






13.3Net revenue

$
603.1


$
429.7


$
1.1


$
1,033.9  50




---



##### Table of Contents



(1)
    
    Represents gross revenue and sales claims and allowances for
    AT&T-branded directories that published prior to the
    AT&T Directory Acquisition, including September 2004
    published directories, which would have been recognized during
    the period had it not been for purchase accounting required
    under GAAP.(2)
    
    Represents the elimination of pre-press publishing and related
    fees recognized prior to the AT&T Directory Acquisition,
    which were eliminated in consolidation upon the AT&T
    Directory Acquisition.(3)
    
    Represents other revenue associated with the AT&T Directory
    Business, primarily consisting of commissions earned on sales
    contracts published into other publishers directories and
    other yellow pages
    Internet-based
    advertising 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.    2005
    Adjusted Expenses Compared to 2004 Adjusted Pro Forma Expenses
    and 2005 Adjusted Operating Income Compared to 2004 Adjusted Pro
    Forma Operating Income
    Change(Amountsin millions)Increased commission and
    salesperson costs

$
9.9Increased marketing and
    advertising costs


9.3Increased digital initiative costs


8.9Increased costs to support the
    AT&T Directory Business


7.9Increased bad debt expense


5.9Corporate headquarters relocation
    and related severance costs incurred in 2004


(10.4
)All other


(2.3
)Total 2005 increase in adjusted
    operating and G&A expenses, compared to 2004 adjusted pro
    forma operating and G&A expenses

$
29.2    51




---



##### Table of Contents



Advertising
    Sales  Publication Sales
     52




---



##### Table of Contents



For the Years Ended
    December 31,2005


2004(Amounts in millions)Publication
    sales  Sprint-branded directories

$
593.5


$
567.8Publication
    sales  Sprint-branded
    directories  percentage change over prior year


4.5
%


Adjustments for changes in
    directory publication date(s)






(0.6
)Publication sales disclosed in
    December 31, 2004
    Form 10-K






567.2Publication
    sales  AT&T-branded directories


433.4



445.9Publication
    sales  AT&T-branded
    directories   percentage change over prior
    year


(2.8
%)


Adjustments for changes in
    directory publication date(s)






17.3Publication sales disclosed in
    December 31, 2004
    Form 10-K






463.2Less pre-acquisition publication
    sales for AT&T-branded directories not recognized as revenue
    in current period due to purchase accounting






(277.3
)Less current period publication
    sales for Sprint-branded directories not recognized as revenue
    in current period due to the deferral method of accounting


(230.3
)


(221.0
)Less current period publication
    sales for AT&T-branded directories not recognized as revenue
    in current period due to the deferral method of accounting


(225.6
)


(158.4
)Plus net revenue reported in the
    period for publication sales from prior periods, for
    Sprint-branded directories


216.3



209.3Plus net revenue reported in the
    period for publication sales from prior periods, for
    AT&T-branded directories


158.3



Net directory advertising revenue


945.6



583.0Pre-press publishing revenue






13.0Other revenue


11.0



7.1Net
    revenue  GAAP

$
956.6


$
603.1   Year
    Ended December 31, 2004 compared to the Year Ended
    December 31, 2003
  Factors
    Affecting Comparability
  Acquisitions
   53




---



##### Table of Contents



Relocation
    and Integration Charges
      GAAP Reported
    Results
  Net
    Revenue
    For the Years Ended
    December 31,2004


2003


$ Change(Amounts in millions)Gross directory advertising revenue

$
589.5


$
233.9


$
355.6Sales allowances


(6.5
)


(2.3
)


(4.2
)Net directory advertising revenue

$
583.0


$
231.6


$
351.4Pre-press publishing and
    application service fees


13.0



22.2



(9.2
)Other revenue


7.1



2.6



4.5Total

$
603.1


$
256.4


$
346.7    54




---



##### Table of Contents



Expenses
    For the Years Ended
    December 31,2004


2003


$ Change(Amounts in millions)Operating expenses

$
263.2


$
159.2


$
104.0G&A expenses


59.5



53.0



6.5D&A expense


66.6



65.8



0.8Total

$
389.3


$
278.0


$
111.3    55




---



##### Table of Contents



Operating
    Expenses
    Change(Amountsin millions)2003 expenses excluded from GAAP
    results due to SPA purchase accounting

$
74.5Increased 2004 sales,
    manufacturing and other expenses related to the acquired
    AT&T Directory Business


24.2Cost uplift in 2004 from the
    AT&T transaction


14.2Increased 2004 sales expenses due
    to improved SPA sales performance


5.4Increased marketing and
    advertising expenses


3.3Decreased 2004 publishing and
    information technology costs due to SPA integration actions
    taken in 2003


(10.0
)Difference between cost uplift in
    2004 compared to 2003 from the SPA transaction


(7.6
)Total 2004 increase in operating
    expenses, compared to 2003

$
104.0          56




---



##### Table of Contents



General
    and Administrative Expenses
    Change(Amountsin millions)Increased billing, credit and
    collection expenses related to the acquired AT&T Directory
    Business

$
3.2Other increased 2004 G&A
    expenses, primarily related to the acquired AT&T Directory
    Business


4.0Expenses related to Sarbanes-Oxley
    compliance in 2004


1.9All other net changes to G&A
    expenses


1.1Decreased G&A expenses in 2004
    for relocation, severance and integration expenses related to
    the SPA and AT&T acquisitions and the corporate headquarters
    relocation


(3.7
)Total 2004 increase in G&A,
    compared to 2003

$
6.5       Depreciation
    and Amortization
   57




---



##### Table of Contents



Partnership Income
    Operating
    Income
      For the Years Ended
    December 31,2004


2003


$ Change(Amounts in millions)Total

$
291.7


$
92.5


$
199.2       Interest
    Expense, Net
   58




---



##### Table of Contents



Other
    Income (Expense), Net
    Provision
    (Benefit) for Income Taxes
      Net
    Income (Loss), Income (Loss) Available to Common Shareholders
    and Earnings (Loss) Per Share
     59




---



##### Table of Contents



No. 03-6, Participating Securities and the
    Two  Class Method under FASB
    Statement 128 (EITF 03-6), EITF 03-6 EITF 03-6 EITF 03-6 EITF 03-6
  EITF 03-6, if-converted
  For the Years EndedDecember 31,2004


2003Basic
    EPS  Two-Class MethodIncome (loss) available to common
    shareholders

$
48,521


$
(108,350
)Amount allocable to common
    shareholders(1)


77
%


100
%Income (loss) allocable to common
    shareholders


37,361



(108,350
)Weighted average common shares
    outstanding


31,268



30,683Basic earnings (loss) per
    share  two-class method(3)

$
1.19


$
(3.53
)Diluted EPSIncome (loss) available to common
    shareholders

$
48,521


$
(108,350
)Amount allocable to common
    shares(1)


77
%


100
%Income (loss) allocable to common
    shareholders


37,361



(108,350
)Weighted average common shares
    outstanding


31,268



30,683Dilutive effect of stock options(2)


1,348



Dilutive effect of Preferred Stock
    assuming conversion(2)






Weighted average diluted shares
    outstanding


32,616



30,683Diluted earnings (loss) per share

$
1.15


$
(3.53
)     (1)
    
    31,268 / (31,268 + 9,483) for the year ended December 31,
    2004. In computing basic EPS using the two-class method, we have
    not allocated the loss available to common shareholders in the
    year ended December 31, 2003 between common and preferred
    shareholders since the preferred shareholders do not have a
    contractual obligation to share in the net loss.(2)
    
    934 stock options in 2003 and the assumed conversion of the
    Preferred Stock into 9,767 and 9,023 shares of our common
    stock in 2004 and 2003, respectively, were anti-dilutive and
    therefore are not included in the calculation of diluted EPS. 60




---



##### Table of Contents



Adjusted
    Pro Forma Amounts and Other Non-GAAP Measures
    Twelve Months Ended
    December 31, 2004AdjustmentsReported


AT&T Directory


SPA


AdjustedGAAP


Acquisition


Acquisition


Pro Forma(Amounts in millions)Net revenue

$
603.1


$
429.7
(1)

$
1.1
(5)

$
1,033.9Expenses, other than depreciation
    and amortization


322.8



98.0
(2)


(3.6
)(6)


417.2Depreciation and amortization


66.6



18.8
(3)






85.4Partnership income


78.0



(78.0
)(4)






Operating income

$
291.7


$
234.9


$
4.7


$
531.3   Twelve Months Ended
    December 31, 2003AdjustmentsReported


AT&T Directory


SPA


AdjustedGAAP


Acquisition


Acquisition


Pro Forma(Amount in millions)Net revenue

$
256.4


$
460.5
(1)

$
315.9
(5)

$
1,032.8Expenses, other than depreciation
    and amortization


212.2



157.1
(2)


63.3
(6)


432.6Depreciation and amortization


65.8



29.6
(3)






95.4Partnership income


114.1



(114.1
)(4)






Operating income

$
92.5


$
159.7


$
252.6


$
504.8     (1)
    
    Represents revenue for AT&T-branded directories that
    published prior to the AT&T Directory Acquisition, plus all
    September 2004 published directories, which would have been
    recognized during the period had it not been for purchase
    accounting required under GAAP.(2)
    
    Represents (a) expenses for AT&T-branded directories
    that published prior to the AT&T Directory Acquisition, plus
    all September 2004 published directories, which would have been
    recognized during the period had it not been for purchase
    accounting required under GAAP, (b) DonTechs selling
    and operational expenses prior to September 1, 2004, which
    were eliminated in consolidation upon the AT&T Directory 61




---



##### Table of Contents



Acquisition, and (c) 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
    AT&T 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 AT&T 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 AT&T recognized prior to the
    AT&T Directory Acquisition.(5)
    
    Represents revenue for Sprint-branded directories that published
    prior to the SPA Acquisition, plus all 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, plus all 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 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.  2004
    Adjusted Pro Forma Revenue Compared to 2003 Adjusted Pro Forma
    Revenue
    2004
  Reported


AT&T Directory


SPA


AdjustedGAAP


Acquisition


Acquisition


Pro FormaGross directory advertising revenue

$
589.5


$
437.6
(1)

$
1.1
(4)

$
1,028.2Sales claims and allowances


(6.5
)


(1.1
)(1)






(7.6
)Net directory advertising revenue


583.0



436.5



1.1



1,020.6Pre-press publishing fees


13.0



(13.0
)(2)






Other revenue


7.1



6.2
(3)






13.3Net revenue

$
603.1


$
429.7


$
1.1


$
1,033.9   2003
  Reported


AT&T Directory


SPA


AdjustedGAAP


Acquisition


Acquisition


Pro FormaGross directory advertising revenue

$
233.9


$
480.1
(1)

$
319.4
(4)

$
1,033.4Sales claims and allowances


(2.3
)


(4.2
)(1)


(3.5
)(4)


(10.0
)Net directory advertising revenue


231.6



475.9



315.9



1,023.4Pre-press publishing fees


22.2



(22.2
)(2)






Other revenue


2.6



6.8
(3)






9.4Net revenue

$
256.4


$
460.5


$
315.9


$
1,032.8     (1)
    
    Represents gross revenue and sales claims and allowances for
    directories that published prior to the AT&T-branded
    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.(2)
    
    Represents the elimination of pre-press publishing fees reported
    prior to the AT&T Directory Acquisition, which were
    eliminated in consolidation upon the AT&T Directory
    Acquisition. 62




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##### Table of Contents



(3)
    
    Represents other revenue, primarily consisting of commissions
    earned on sales contracts published into other publishers
    directories and other yellow pages Internet-based advertising
    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, plus all January 2003 published directories, which
    would have been recognized during the period had it not been for
    purchase accounting required under GAAP.    2004
    Adjusted Pro Forma Expenses and Operating Income Compared to
    2003 Adjusted Pro Forma Expenses and Operating
    Income
    Change(Amountsin millions)Favorable adjustments of 2004 bad
    debt expense for AT&T-branded directories compared to 2003

$
(10.0
)Favorable adjustments of 2004 bad
    debt expense for Sprint-branded directories compared to 2003


(2.1
)Decreased 2004 publishing and
    information technology costs due to SPA integration actions
    taken in 2003


(10.0
)Allocations of corporate expenses
    by AT&T included in 2003 adjusted pro forma expenses, but
    not included in 2004 adjusted pro forma expenses due to the
    AT&T Directory Acquisition


(8.4
)Decreased G&A expenses in 2004
    for relocation, severance and integration expenses related to
    the SPA and AT&T acquisitions and the corporate headquarters
    relocation


(3.7
)Decreased print and paper costs in
    2004 for AT&T-branded directories compared to 2003


(1.9
)Net impact on 2003 adjusted pro
    forma expenses of the elimination of sales agency expense


13.4Increased 2004 adjusted pro forma
    sales expenses due to improved SPA sales performance


5.4Increased expenses related to
    Sarbanes-Oxley compliance in 2004


1.9Total 2004 decrease in adjusted
    pro forma expenses, compared to 2003, excluding depreciation and
    amortization

$
(15.4
)    63




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##### Table of Contents



Advertising
    Sales  Publication Sales
     64




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##### Table of Contents



less-than-optimal
  For the Years EndedDecember 31,2004


2003(Amounts in millions)Publication
    sales  Sprint-branded directories

$
567.2


$
552.5Publication
    sales  Sprint-branded
    directories  percentage change over prior year


2.7
%Adjustments for changes in
    directory publication date(s)






(4.3
)Publication sales previously
    disclosed






548.2Publication
    sales  AT&T-branded directories


463.2



473.1Publication
    sales  AT&T-branded
    directories  percentage change over prior year


(2.1
%)Less pre-acquisition publication
    sales for Sprint-branded directories not recognized as revenue
    in the current period due to purchase accounting






(102.4
)Less pre-acquisition publication
    sales for AT&T-branded directories not recognized as revenue
    in current period due to purchase accounting


(277.3
)


(473.1
)Less current period publication
    sales for Sprint-branded directories not recognized as revenue
    in current period due to the deferral method of accounting


(221.0
)


(214.2
)Less current period publication
    sales for AT&T-branded directories not recognized as revenue
    in current period due to the deferral method of accounting


(158.4
)


Plus net revenue reported in the
    period for publication sales from prior periods


209.3



Net directory advertising revenue
    on above publication sales


583.0



231.6Pre-press publishing revenue


13.0



22.2Other revenue


7.1



2.6Net
    revenue GAAP

$
603.1


$
256.4  65




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Loan A-2, Loan A-3, A-2, A-3, Loan A-2 Loan A-3
    
    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,
    Term Loan D and Term Loan D-1; 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,
    Term Loan D and Term Loan D-1; or
    LIBOR rate plus a 2.00% margin on the Revolver and Term
    Loan A-2,
    1.75% margin on Term
    Loan A-3
    and Term Loan D, and a 1.50% margin on Term Loan D-1.
    We may elect interest periods of 1, 2, 3, 6, 9 or
    12 months for LIBOR borrowings.      Loan A-2,
    
    obtain more favorable pricing on our variable rate debt;
    provide for a new Term
    Loan A-3
    and a new Term Loan D, both replacing the Term
    Loan B-2;
    adjust non-financial covenants to make them less restrictive for
    corporate operating flexibility and;
    obtain consent to carve out designated additional debt from
    required mandatory prepayments.    
    provide for a new $350 million Term Loan D-1 to fund
    the repurchase of the 8.875% Senior Notes due 2010 and pay
    transaction and prepayment costs;
    adjust non-financial covenants to make them less restrictive for
    corporate operating flexibility and; 66




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##### Table of Contents




    obtain consent for the Dex Media Merger and GS Repurchase.          Series A-1 Series A-2 Series A-3 Series A-1 A-2 Series A-3
 67




---



##### Table of Contents



(Dollars in thousands)Sources:New RHD
    Series A-1
    Senior Discount Notes due 2013

$
332,081New RHD
    Series A-2
    Senior Discount Notes due 2013


600,475New RHD
    Series A-3
    Senior Notes due 2016


1,210,000Amended Dex Media West credit
    facility


453,000Short-term interest income on
    Series A-2
    Senior Discount Notes and
    Series A-3
    Senior Notes(1)


836Cash from balance sheet(2)


9,487Total sources

$
2,605,879Uses:Cash portion of the Dex Media
    Merger consideration

$
1,861,111GS Repurchase


336,122Refinance Dex Media West
    5.875% Senior notes due November 2011


300,000Fees and expenses(3)


108,646Total uses

$
2,605,879     (1)
    
    Represents short-term interest income on the
    Series A-2
    Senior Discount Notes and
    Series A-3
    Senior Notes from January 27, 2006 (the issuance date of
    the notes) through January 31, 2006 (the closing of the Dex
    Media Merger).(2)
    
    We used cash on hand of $9.5 million to fund a portion of
    (1) the Dex Media Merger and related financings and
    (2) the GS Repurchase and related financings.(3)
    
    Includes fees and expenses relating to (1) the Dex Media
    Merger and related financings and (2) the GS Repurchase and
    related financings.    Business Combinations
 68




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##### Table of Contents



Book Value at


Fair Value atJanuary 31,


January 31,


Fair Value2006


2006


AdjustmentDex Media Credit Facilities

$
2,100.1


$
2,100.1


$
Dex Media Inc. 8% Senior Notes


500.0



512.5



12.5Dex Media Inc. 9% Senior
    Discount Notes


598.8



629.3



30.5Dex Media East 9.875% Senior
    Notes


450.0



484.3



34.3Dex Media East 12.125% Senior
    Subordinated Notes


341.3



395.9



54.6Dex Media West 8.5% Senior
    Notes


385.0



407.1



22.1Dex Media West 5.875% Senior
    Notes


300.0



302.6



2.6Dex Media West 9.875% Senior
    Subordinated Notes


761.8



840.8



79.0Total Consolidated Outstanding
    Debt at January 31, 2006

$
5,437.0


$
5,672.6


$
235.6         
    $67.5 million in net income.
    $202.4 million of net non-cash charges reflecting a source
    of cash, primarily consisting of $85.1 million of
    depreciation and amortization, $30.0 million in bad debt
    provision, $32.7 million loss on extinguishment of debt,
    $43.2 million in deferred taxes and $11.4 million in
    other non-cash charges.
    $50.2 million net source of cash from an $82.0 million
    increase in deferred directory revenue offset by an increase in
    accounts receivable of $31.8 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.
    $52.5 million net source of cash from a decrease in other
    assets, reflecting a net decrease in deferred directory costs of
    $48.8 million, consisting of an increase in deferred
    directory costs of $16.2 million offset by
    $65.0 million in amortization of deferred directory costs
    relating to directories that were 69




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##### Table of Contents



scheduled to publish subsequent to the AT&T Directory
    Acquisition, and a $3.7 million decrease 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.  
    $19.5 million net source of cash from an increase in
    accounts payable and accrued liabilities, primarily reflecting a
    $10.6 million increase in accrued interest payable on
    outstanding debt, a $9.2 million increase in accounts
    payable and an increase in other non-current liabilities of
    $3.2 million, offset by a $3.5 million decrease in
    other accrued liabilities.    
    $31.6 million used to purchase fixed assets, primarily
    computer equipment and software.
    $6.5 million in cash payments for fees associated with the
    Dex Media Merger.    
    $877.6 million in net borrowings, consisting of
    $300 million of the 6.875% Holdco Notes used to finance the
    January 2005 repurchase of 100,303 shares of the
    outstanding Preferred Stock, $350 million under the Credit
    Facilitys Term Loan D-1 used to fund the tender offer
    and exit solicitation of the 8.875% Senior Notes and
    $268.0 million in borrowings under the Revolver associated
    with our Credit Facility, net of transaction costs and call
    premium payments of $40.4 million.
    $649.4 million in principal payments on debt borrowed under
    the Credit Facility. Of this amount, $115.2 million
    represents scheduled principal payments, $230.0 million
    represents principal payments made on an accelerated basis, at
    our option, from excess cash flow generated from operations, and
    $304.2 million represents principal payments on the
    Revolver.
    $317.1 million to fund the tender offer and exit
    solicitation of the 8.875% Senior Notes.
    $277.2 million used to repurchase 100,303 shares of
    the outstanding Preferred Stock in January 2005.
    $7.4 million in proceeds from the exercise of employee
    stock options.
    $1.7 million in the increased value of checks not yet
    presented for payment.    
    $70.3 million in net income.
    $169.9 million of net non-cash charges primarily consisting
    of $66.6 million of depreciation and amortization,
    $14.9 million in bad debt provision, $16.9 million in
    other non-cash charges and $71.5 million in deferred taxes.
    $113.1 million net source of cash from a
    $164.9 million increase in deferred directory revenue
    offset by an increase in accounts receivable of
    $51.8 million. We analyze the change in deferred revenue
    and accounts receivable together because when a directory is
    published, the annual billing value of that directory is
    initially deferred and unbilled accounts receivable are
    established. Each month thereafter, typically one-twelfth of the
    billing value is recognized as revenue and billed to customers.
    In connection with the AT&T Directory Acquisition, while we
    did not record the unrecognized revenue for directories
    published prior to the acquisition and during September 2004 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.
    $49.9 million net use of cash from an increase in other
    assets reflecting an $83.4 million increase in deferred
    directory costs, offset by a decrease of $33.5 million in
    other current and non-current assets. Deferred directory costs
    represent cash payments for certain costs associated with the
    publication of 70




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##### Table of Contents




    $32.4 million net source of cash from an increase in
    accounts payable and accrued liabilities, reflecting a
    $2.3 million increase in accrued interest payable on
    outstanding debt and a decrease of $20.6 million for
    federal income tax refunds received. Additionally, accounts
    payable and accrued liabilities includes a $4.2 million
    advance from AT&T under the transition services agreement
    relating to the accounts receivable billing and collection
    services, offset by the timing of invoices received as compared
    to invoices paid during the year ended December 31, 2004.
    $73.2 million net source of cash from an increase in other
    non-current liabilities reflecting a $58.9 million tax
    refund that pertained to the Companys election to
    carryback a federal net operating loss in connection with the
    SPA Acquisition.      
    $1,413.6 million in cash payments in connection with the
    AT&T Directory Acquisition.
    $18.0 million used to purchase fixed assets, primarily
    computer equipment, software and leasehold improvements.    
    $1,318.9 million in net borrowings under the Credit
    Facility consisting of $600.5 million and
    $731.8 million in borrowings under Terms Loans
    A-2 and B-2,
    respectively, net of transaction costs of $13.4 million.
    The funds received under the Credit Facility were used to
    finance the AT&T Directory Acquisition.
    $421.4 million in principal payments on debt borrowed under
    the Credit Facility. Of this amount, $67.1 million
    represents scheduled principal payments, $250.0 million
    represents principal payments made on an accelerated basis, at
    our option, from excess cash flow generated from operations, and
    $104.3 million represents principal payments on the
    Revolver.
    $21.2 million in principal payments to redeem the remaining
    9.125% Senior Subordinated Notes due 2008.
    $145.5 million in borrowings under the Revolver.
    $0.9 million in the decreased value of checks not yet
    presented for payment.
    $7.4 million in proceeds from the exercise of employee
    stock options.  Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
   71




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##### Table of Contents



RHD  Actual
  Payment Due by PeriodLess than


1-3


4-5


After 5Contractual
    Obligations

Total


1 Year


Years


Years


Years(Amounts in millions)Long-Term Debt(1)

$
3,078.8


$
100.2


$
200.1


$
1,253.0


$
1,525.5Interest on Long-Term Debt(2)


1,203.9



218.8



405.9



356.3



222.9Operating Leases(3)


50.4



9.4



17.2



11.6



12.2Unconditional Purchase
    Obligations(4)


86.0



50.2



24.9



10.9



Other Long-Term Liabilities(5)


83.5



6.1



13.3



14.9



49.2Total Contractual Obligations

$
4,502.6


$
384.7


$
661.4


$
1,646.7


$
1,809.8     RHD  Pro
    Forma Adjusted
  Payment Due by PeriodLess than


1-3


4-5


After 5Contractual
    Obligations

Total


1 Year


Years


Years


Years(Amounts in millions)Long-Term Debt(6)

$
10,606.5


$
339.9


$
892.8


$
3,115.8


$
6,258.0Interest on Long-Term Debt(7)


5,265.1



743.9



1,443.7



1,350.3



1,727.2Operating and Capital Leases(3)


98.8



21.7



36.8



21.0



19.3Unconditional Purchase
    Obligations(8)


214.6



87.9



97.4



29.3



Other Long-Term Liabilities(5)


83.5



6.1



13.3



14.9



49.2Total Contractual Obligations

$
16,268.5


$
1,199.5


$
2,484.0


$
4,531.3


$
8,053.7     (1)
    
    Included in long-term debt are amounts owed under our Credit
    Facility and the Notes. The weighted average interest rate under
    the Credit Facility was 6.21% at December 31, 2005. The
    Senior Notes and Senior Subordinated Notes bear interest at
    8.875% and 10.875%, respectively and the Holdco Notes bear
    interest at 6.875%.(2)
    
    Interest on debt represents cash interest payment obligations
    assuming all indebtedness at December 31, 2005 will be paid
    in accordance with its contractual maturity and assumes interest
    rates on variable interest debt as of December 31, 2005
    will remain unchanged in future periods.(3)
    
    We enter into operating leases in the normal course of business.
    Substantially all lease agreements have fixed payment terms
    based on the passage of time. Some lease agreements provide us
    with renewal or early termination options. Our future operating
    lease obligations would change if we exercised these renewal or
    early termination options and if we entered into additional
    operating lease agreements. The amounts in the table assume we
    do not exercise any such renewal or early termination options.(4)
    
    We have unconditional purchase obligations with three vendors
    regarding the purchase of paper that expire at various times
    from December 31, 2005 through December 31, 2006. Our
    purchase obligations are based on annual minimum quantities at
    pre-established pricing. Amounts in the table above reflect such
    pricing and minimum quantities under this contract. Should the
    market price of the paper drop below the pre-established
    pricing, our vendor is obligated to negotiate with us a lower
    paper price. Any quantities used above the contractual minimums
    would increase our payment obligations. We have no contractual
    obligations beyond 2006. In connection with our software system
    modernization and on-going 72




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##### Table of Contents



support services related to the Amdocs software system, we are
    obligated to pay Amdocs approximately $40.2 million over
    the periods 2006 through 2009. In connection with the AT&T
    Directory Acquisition, we entered into an Internet Yellow Pages
    reseller agreement whereby we are obligated to pay to AT&T
    $15.4 million over the
    5-year term
    of the agreement.(5)
    
    We have a defined benefit plan covering substantially all
    employees. Our funding policy is to contribute an amount at
    least equal to the minimum legal funding requirement. No
    contributions were required in the three-year period ended
    December 31, 2005. Based on past performance and the
    uncertainty of the dollar amounts to be paid, if any, we have
    excluded such amounts from the above table. We have an unfunded
    postretirement plan that provides certain healthcare and life
    insurance benefits to those full-time employees who reach
    retirement age while working for the Company. Those expected
    future benefit payments, including administrative expenses, net
    of employee contributions, are included in the table above. We
    expect to make contributions of approximately $0.1 million
    and $0.9 million to our nonqualified retirement plan and
    postretirement plan, respectively, in 2006.(6)
    
    Long-term debt includes amounts owed by RHD and all of its
    subsidiaries (including Dex Media and its subsidiaries) as of
    December 31, 2005 on a pro forma adjusted basis.(7)
    
    Interest on debt represents cash interest payment obligations
    assuming all indebtedness of RHD and all of its subsidiaries
    (including Dex Media and its subsidiaries) as of
    December 31, 2005 on a pro forma adjusted basis will be
    paid in accordance with its contractual maturity and assumes
    interest rates on variable interest debt as of December 31,
    2005 will remain unchanged in future periods.(8)
    
    In addition to contractual obligations of RHD described in
    Note 4, purchase obligations also include amounts
    contractually owed by Dex Media for on-going support services
    related to the Amdocs software system that was completed in
    2004, as well as certain information technology, communications
    and billing and collection services provided by Qwest. Although
    Dex Media expects to incur significant charges related to the
    publication of its printed directories, including printing,
    paper and distribution costs, Dex Medias contractual
    agreements with the providers of these services do not include
    fixed or minimum quantities to be purchased, and therefore are
    not included in the table above. 73




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  Interest
    Rate Risk and Risk Management
    NotionalEffective Dates

Amounts


Pay Rates

Maturity Dates(Amountsin millions)April 1, 2003

$
255
(1)

2.850%

March 31, 2007June 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
(1)

3.490% - 3.750%

September 8,
    2008 - September 7, 2009September 15, 2004


250
(2)

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, 2008December 14, 2005


150
(1)

4.74% - 4.752%

June 20,
    2008 - December 22, 2008December 15, 2005


150
(1)

4.7475%

December 20, 2007Total

$
1,505     (1)
    
    consists of three swaps(2)
    
    consists of four swaps       74




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##### Table of Contents



Market
    Risk Sensitive Instruments
  Accounting for Derivative Instruments and Hedging
    Activities
 75




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX TO
    FINANCIAL STATEMENTS
  PageR.H. DONNELLEY
    CORPORATIONManagements
    Annual Report on Internal Control Over Financial Reporting


F-2Report of
    Independent Registered Public Accounting Firm


F-3Consolidated
    Balance Sheets at December 31, 2005 and 2004


F-5Consolidated
    Statements of Operations for the three years ended
    December 31, 2005


F-6Consolidated
    Statements of Cash Flows for the three years ended
    December 31, 2005


F-7Consolidated
    Statements of Changes in Shareholders (Deficit) Equity for
    the three years ended December 31, 2005


F-8Notes to
    Consolidated Financial Statements


F-9  F-1




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##### Table of Contents



Managements
    Annual Report on Internal Control Over Financial
    Reporting  Rule 13a-15(f)
      page F-3.
 F-2




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm       Consolidated
    financial statements
    Internal
    control over financial reporting
  Internal Control  Integrated Framework Internal Control  Integrated Framework
   F-3




---



##### Table of Contents



F-4




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated Balance Sheets
  December 31,2005


2004(In thousands, except share and
    per share data)ASSETSCurrent AssetsCash and cash equivalents

$
7,793


$
10,755Accounts receivableBilled


116,576



112,107Unbilled


368,062



376,419Allowance for doubtful accounts
    and sales claims


(27,328
)


(33,093
)Net accounts receivable


457,310



455,433Deferred directory costs


67,686



116,517Other current assets


33,056



40,604Total current assets


565,845



623,309Fixed assets and computer
    software, net


55,687



37,686Other non-current assets


94,078



102,628Intangible assets, net


2,833,200



2,905,330Goodwill


319,014



309,969Total Assets

$
3,867,824


$
3,978,922LIABILITIES, REDEEMABLE
    CONVERTIBLE PREFERRED STOCK AND
    SHAREHOLDERS (DEFICIT) EQUITYCurrent LiabilitiesAccounts payable and accrued
    liabilities

$
68,912


$
70,340Accrued interest


20,649



10,022Deferred directory revenue


463,440



381,424Current deferred income taxes, net


85,583



Current portion of long-term debt


100,234



162,011Total current liabilities


738,818



623,797Long-term debt


2,978,615



2,965,331Deferred income taxes, net


53,352



118,820Other non-current liabilities


54,305



36,878Total liabilities


3,825,090



3,744,826Commitments and contingenciesRedeemable convertible preferred
    stock (liquidation value of $334,149 for 2005 and $234,886 for
    2004)


334,149



216,111Shareholders (Deficit)
    EquityCommon stock, par value
    $1 per share, authorized 400,000,000 shares;
    issued  51,621,894 shares


51,622



51,622Additional paid-in capital






107,238Unamortized restricted stock






(135
)Warrants outstanding


13,758



13,758(Accumulated deficit) retained
    earnings


(197,122
)


3,855Treasury stock, at cost,
    19,733,161 shares for 2005 and 20,137,361 shares for
    2004


(163,485
)


(163,603
)Accumulated other comprehensive
    income


3,812



5,250Total shareholders (deficit)
    equity


(291,415
)


17,985Total Liabilities, Redeemable
    Convertible Preferred Stock and Shareholders (Deficit)
    Equity

$
3,867,824


$
3,978,922    F-5




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated Statements of Operations
  Years Ended
    December 31,2005


2004


2003(In thousands, except per share
    data)Gross revenue

$
967,034


$
609,628


$
258,790Sales allowances


(10,403
)


(6,512
)


(2,345
)Net revenue


956,631



603,116



256,445ExpensesOperating expenses


436,016



263,150



159,244General and administrative expenses


60,228



59,537



52,948Depreciation and amortization


85,146



66,648



65,779Total expenses


581,390



389,335



277,971Partnership income






77,967



114,052Operating income


375,241



291,748



92,526Interest expense


(264,532
)


(175,530
)


(180,020
)Other income










1,523Income (loss) before income taxes


110,709



116,218



(85,971
)Provision (benefit) for income
    taxes


43,176



45,906



(36,018
)Net income (loss)


67,533



70,312



(49,953
)Preferred dividend


11,708



21,791



58,397Loss on repurchase of redeemable
    convertible preferred stock


133,681







Accretion of redeemable
    convertible preferred stock to redemption value


211,020







(Loss) income available to common
    shareholders

$
(288,876
)

$
48,521


$
(108,350
)(Loss) earnings per shareBasic

$
(9.10
)

$
1.19


$
(3.53
)Diluted

$
(9.10
)

$
1.15


$
(3.53
)Shares used in computing (loss)
    earnings per shareBasic


31,731



31,268



30,683Diluted


31,731



32,616



30,683Comprehensive Income (loss)Net income (loss)

$
67,533


$
70,312


$
(49,953
)Unrealized gain (loss) on interest
    rate swaps, net of tax


12,710



5,774



(9
)Minimum pension liability
    adjustment, net of tax


(14,148
)


(515
)


Comprehensive income (loss)

$
66,095


$
75,571


$
(49,962
)    F-6




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated Statements of Cash Flows
  Years Ended
    December 31,2005


2004


2003(In thousands)Cash Flows from Operating
    ActivitiesNet income (loss)

$
67,533


$
70,312


$
(49,953
)Reconciliation of net income
    (loss) to net cash provided by operating activities:Depreciation and amortization


85,146



66,648



65,779Deferred income tax


43,176



71,461



(40,230
)Loss on disposal of assets






85



Provision for (benefit from) bad
    debts


30,004



14,927



(1,517
)Loss on extinguishment of debt


32,725







Other non-cash charges


11,401



16,833



6,408Cash in excess of partnership
    income






1,426



10,240Gain on hedging activities










(1,523
)Changes in assets and liabilities,
    net of effects from acquisitions:(Increase) decrease in accounts
    receivable


(31,881
)


(51,858
)


77,381Decrease (increase) in other assets


52,469



(49,897
)


(31,950
)Increase (decrease) in accounts
    payable and accrued liabilities


101,908



28,219



(11,868
)Increase in deferred directory
    revenue


82,016



164,899



216,525(Decrease) increase in other
    non-current liabilities


(82,445
)


73,248



9,305Net cash provided by operating
    activities


392,052



406,303



248,597Cash Flows from Investing
    ActivitiesAdditions to fixed assets and
    computer software


(31,605
)


(18,013
)


(12,581
)Decrease in restricted
    cash  release of funds from escrow, net of costs
    and other










1,894,300Acquisitions, net of cash received


(6,450
)


(1,413,620
)


(2,259,633
)Net cash used in investing
    activities


(38,055
)


(1,431,633
)


(377,914
)Cash Flows from Financing
    ActivitiesProceeds from the issuance of
    debt, net of costs


293,439



1,318,947



461,307Proceeds from the issuance of
    Redeemable Convertible PreferredStock and warrants, net of costs










125,683Repurchase of Redeemable
    Convertible Preferred Stock


(277,197
)






Debt repaid with proceeds from new
    debt


(317,066
)


(21,245
)


(243,005
)Increase (decrease) in checks not
    yet presented for payment


1,760



(917
)


6,708Additional borrowings under the
    Credit Facility


341,417







69,569Credit Facility repayments


(345,227
)


(317,079
)


(312,436
)Call premium


(25,268
)






Revolver borrowings


268,000



145,500



89,600Revolver repayments


(304,200
)


(104,300
)


(89,600
)Proceeds from employee stock
    option exercises


7,383



7,457



21,426Net cash (used in) provided by
    financing activities


(356,959
)


1,028,363



129,252(Decrease) increase in cash and
    cash equivalents


(2,962
)


3,033



(65
)Cash and cash equivalents,
    beginning of year


10,755



7,722



7,787Cash and cash equivalents, end of
    year

$
7,793


$
10,755


$
7,722Supplemental
    InformationCash interest paid

$
231,930


$
160,730


$
167,718Income taxes refunds received, net
    of income tax payments


(851
)


(71,066
)


    F-7




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated Statements of Changes in
    Shareholders (Deficit) Equity
  (Accumulated





AccumulatedAdditional





Unamortized


Deficit)





Other


TotalCommon


Paid-in


Warrants


Restricted


Retained


Treasury


Comprehensive


ShareholdersStock


Capital


Outstanding


Stock


Earnings


Stock


Income (Loss)


(Deficit) Equity(In thousands)Balance, December 31, 2002

$
51,622


$
63,913


$
5,330


$
(327
)

$
13,605


$
(164,743
)

$



$
(30,600
)Net loss


















(49,953
)










(49,953
)Preferred dividend






(44,791
)










(13,606
)










(58,397
)Employee stock option exercises,
    including tax benefit






27,947















1,284







29,231Restricted stock issued






528







(533
)






5







Stock issued for employee bonus
    plans






1,083















32







1,115Compensatory stock options






1,987























1,987Restricted stock amortization














329















329Stock acquired for treasury






















(319
)






(319
)Beneficial conversion feature from
    issuance of Preferred Stock






41,943























41,943Issuance of warrants










8,428



















8,428Unrealized loss on interest rate
    swaps, net of tax


























(9
)


(9
)Balance, December 31, 2003


51,622



92,610



13,758



(531
)


(49,954
)


(163,741
)


(9
)


(56,245
)Net income


















70,312











70,312Preferred dividend






(5,288
)










(16,503
)










(21,791
)Employee stock option exercises,
    including tax benefit






12,048















523







12,571Restricted stock issued






(8
)














8







Stock issued for employee bonus
    plans






1,627















(393
)






1,234Compensatory stock awards






2,346























2,346Restricted stock amortization














396















396Beneficial conversion feature from
    issuance of Preferred Stock






3,903























3,903Unrealized gain on interest rate
    swaps, net of tax


























5,774



5,774Minimum pension liability adjustment


























(515
)


(515
)Balance, December 31, 2004


51,622



107,238



13,758



(135
)


3,855



(163,603
)


5,250



17,985Net income


















67,533











67,533Loss on repurchase on Preferred
    Stock






(72,147
)










(61,534
)










(133,681
)Beneficial conversion feature from
    repurchase of Preferred Stock






(35,091
)






















(35,091
)Accretion of Preferred Stock to
    redemption value






(6,536
)










(204,484
)










(211,020
)Beneficial conversion feature from
    accretion of Preferred Stock to redemption value






(5,385
)






















(5,385
)Preferred dividend






(8,159
)










(3,549
)










(11,708
)Employee stock option exercises,
    including tax benefit






12,000















335







12,335Restricted stock issued






(15
)














15







Stock issued for employee bonus
    plans






1,979















(265
)






1,714Compensatory stock awards






5,157















33







5,190Restricted stock amortization






364







135















499Beneficial conversion feature from
    issuance of Preferred Stock






595











1,057











1,652Unrealized gain on interest rate
    swaps, net of tax


























12,710



12,710Minimum pension liability
    adjustment, net of tax


























(14,148
)


(14,148
)Balance, December 31, 2005

$
51,622


$



$
13,758


$



$
(197,122
)

$
(163,485
)

$
3,812


$
(291,415
)    F-8




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Tabular
    amounts in thousands, except per share data)
  1.
    Business
    and Presentation    Significant
    Business Developments
      tm www.bestredyp.com www.chicagolandyp.com
   F-9




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation.
  Revenue Recognition. directory-by-directory
  Deferred Directory Costs.
 F-10




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Equity Method Accounting. day-to-day
    Cash and Cash Equivalents.
  Accounts Receivable. directory-by-directory
  Fixed Assets and Computer Software.
 F-11




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005


2004Computer software

$
42,680


$
36,159Computer equipment


19,837



15,965Machinery and equipment


5,926



5,513Furniture and fixtures


13,122



12,819Leasehold improvements


9,676



8,973Buildings


1,424



1,333Construction in
    Process  Computer software and equipment


22,049



3,392Total cost


114,714



84,154Less accumulated depreciation and
    amortization


(59,027
)


(46,468
)Net fixed assets and computer
    software

$
55,687


$
37,686     2005


2004


2003Depreciation of fixed assets

$
4,887


$
4,608


$
3,285Amortization of computer software


8,129



4,703



12,661Total depreciation and
    amortization on fixed assets and computer software

$
13,016


$
9,311


$
15,946   Identifiable Intangible Assets and
    Goodwill.
  DirectoryServices


Local Customer


National CMR


TradeAgreements


Relationships


Relationships


Names


TotalInitial fair value:AT&T

$
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


(123,500
)


(40,000
)


(9,800
)


(6,000
)


(179,300
)Net intangible assets

$
2,454,000


$
250,000


$
105,200


$
24,000


$
2,833,200    F-12




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         F-13




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Other
    Intangible Assets
  Interest Expense and Deferred Financing
    Costs.
  Advertising Expense.
  Concentration of Credit Risk. 12-month
   F-14




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Pension and Other Postretirement
    Benefits
  Derivative Financial Instruments.
      Income Taxes. Accounting for Income Taxes.
 F-15




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Earnings Per Share. No. 03-6, Participating Securities and the
    Two  Class Method under FASB
    Statement 128 (EITF 03-6), EITF 03-6 EITF 03-6
  EITF 03-6,
  For the Years EndedDecember 31,2005


2004


2003Basic
    EPS  Two-Class Method(Loss) income available to common
    shareholders

$
(288,876
)

$
48,521


$
(108,350
)Amount allocable to common
    shareholders(1)


100
%


77
%


100
%(Loss) income allocable to common
    shareholders


(288,876
)


37,361



(108,350
)Weighted average common shares
    outstanding


31,731



31,268



30,683Basic (loss) earnings per
    share  Two-Class Method

$
(9.10
)

$
1.19


$
(3.53
)   For the Years EndedDecember 31,2005


2004


2003Diluted EPS(Loss) income available to common
    shareholders

$
(288,876
)

$
48,521


$
(108,350
)Amount allocable to common
    shareholders(1)


100
%


77
%


100
%(Loss) income allocable to common
    shareholders


(288,876
)


37,361



(108,350
)Weighted average common shares
    outstanding


31,731



31,268



30,683Dilutive effect of stock awards(2)






1,348



Dilutive effect of Preferred Stock
    assuming conversion(2)










Weighted average diluted shares
    outstanding


31,731



32,616



30,683Diluted (loss) earnings per share

$
(9.10
)

$
1.15


$
(3.53
)     (1)
    
    31,268 / (31,268 + 9,483) for the year ended
    December 31, 2004. In computing basic EPS using the
    Two-Class Method, we have not allocated the loss available
    to common shareholders for the years ended December 31,
    2005 and December 31, 2003 between common and preferred
    shareholders since the preferred shareholders do not have a
    contractual obligation to share in the net losses. F-16




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)
    
    60 and 934 stock options in 2005 and 2003 and the assumed
    conversion of the Preferred Stock into 5,132, 9,767 and
    9,023 shares of common stock in 2005, 2004 and 2003,
    respectively, were anti-dilutive and therefore are not included
    in the calculation of diluted EPS.    Employee Stock Awards. Accounting for Stock Based Compensation Accounting for Stock Issued to Employees
    For the Years EndedDecember 31,2005


2004


2003Net income (loss), as reported

$
67,533


$
70,312


$
(49,953
)Add:  Stock based
    compensation expense included in reported net income (loss), net
    of related tax effects


3,162



1,403



1,162Less: Stock based
    compensation expense that would have been included in the
    determination of net income (loss) if the fair value method had
    been applied to all awards, net of related tax effects


(7,791
)


(4,579
)


(4,828
)Pro forma net income (loss)


62,904



67,136



(53,619
)Loss on repurchase of preferred
    stock


133,681







Accretion of preferred stock to
    redemption value


211,020







Preferred dividend


11,708



21,791



58,397Pro forma (loss) income available
    to common shareholders

$
(293,505
)

$
45,345


$
(112,016
)Basic (loss) earnings per shareAs reported

$
(9.10
)

$
1.19


$
(3.53
)Pro forma

$
(9.25
)

$
1.12


$
(3.65
)Diluted (loss) earnings per shareAs reported

$
(9.10
)

$
1.15


$
(3.53
)Pro forma

$
(9.25
)

$
1.07


$
(3.65
)  F-17




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     For the Years EndedDecember 31,2005

2004

2003Dividend yield

0%

0%

0%Expected volatility

29%

30%

35%Risk-free interest rate

3.9%

3.5%

2.6%Expected holding period

5 years

3 years

4 years   Share-Based Payment ,
    Estimates.
  New Accounting Pronouncements. Accounting for
    Stock-Based Compensation. Accounting for Stock
    Issued to Employees.
   F-18




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting Changes and Error
    Corrections  A replacement of APB Opinion
    No. 20 and FASB Statement No. 3
    3.
    Acquisitions        Business Combinations.
 F-19




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill and Other Intangible
    Assets
      Current assets

$
258,595Non-current assets


80,552Intangible assets


1,097,500Goodwill


212,929Total assets acquired


1,649,576Current liabilities


(200,006
)Non-current liabilities


(918
)Total liabilities assumed


(200,924
)Net assets acquired

$
1,448,652   Business Combinations
 F-20




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years EndedDecember 31,2004


2003Net revenue

$
904,579


$
716,979Operating income


409,970



258,315Net income


119,919



32,089Preferred dividend


21,791



58,397Income (loss) available to common
    shareholders


98,128



(26,308
)Diluted earnings (loss) per share

$
2.32


$
(0.86
)   4.
    Restructuring
    and Impairment Charges    2001


2003


2005Restructuring


Restructuring


RestructuringActions


Actions


Actions


TotalBalance at December 31, 2002

$
1,675


$



$



$
1,675Additions to reserve charged to
    goodwill






2,878







2,878Additions to reserve charged to
    earnings






9,531







9,531Payments


(1,162
)


(3,910
)






(5,072
)Reserve reversal


(513
)










(513
)Balance at December 31, 2003






8,499







8,499Additions to reserve charged to
    earnings






2,657







2,657Payments






(7,695
)






(7,695
)Balance at December 31, 2004






3,461







3,461Additions to reserve charged to
    goodwill










8,828



8,828Payments






(1,884
)


(2,356
)


(4,240
)Balance at December 31, 2005

$



$
1,577


$
6,472


$
8,049        F-21




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        5.
    Long-Term
    Debt, Credit Facilities and Notes    2005


2004Credit Facility

$
2,170,915


$
2,202,3428.875% Senior Notes due 2010


7,934



325,00010.875% Senior Subordinated
    Notes due 2012


600,000



600,0006.875% Senior Notes due 2013


300,000



Total


3,078,849



3,127,342Less current portion


100,234



162,011Long-term debt

$
2,978,615


$
2,965,331   Credit
    Facility
  Loan A-2, Loan A-3, A-2, A-3,
 F-22




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Loan A-2 Loan A-3
    
    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,
    Term Loan D and Term Loan D-1; 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,
    Term Loan D and Term Loan D-1; or
    LIBOR rate plus a 2.00% margin on the Revolver and Term
    Loan A-2,
    1.75% margin on Term
    Loan A-3
    and Term Loan D, and a 1.50% margin on Term Loan D-1.
    We may elect interest periods of 1, 2, 3, 6, 9 or
    12 months for LIBOR borrowings.    Loan A-2,
    
    obtain more favorable pricing on our variable rate debt;
    provide for a new Term
    Loan A-3
    and a new Term Loan D, both replacing the Term
    Loan B-2;
    adjust non-financial covenants to make them less restrictive for
    corporate operating flexibility; and
    obtain consent to carve out designated additional debt from
    required mandatory prepayments.    
    provide for a new $350 million Term Loan D-1 to fund
    the repurchase of the 8.875% Senior Notes due 2010 and pay
    transaction and prepayment costs;
    adjust non-financial covenants to make them less restrictive for
    corporate operating flexibility; and
    obtain consent for the Dex Media Merger and GS Repurchase.    Notes
   F-23




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Redemption Year

Price2006


104.438
%2007


102.219
%2008 and thereafter


100.000
%     Redemption Year

Price2007


105.438
%2008


103.625
%2009


101.813
%2010 and thereafter


100.000
%     Redemption Year

Price2009


103.438
%2010


101.719
%2011 and thereafter


100.000
%  F-24




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2006

$
100,2342007


95,2342008


104,8922009


166,6502010


1,086,364Thereafter


1,525,475Total

$
3,078,849   Dex
    Media Merger and GS Repurchase Financing
  Series A-2 Series A-3 Series A-1
  6.
    Partnership Income
    and Investment    Eight Months Ended


Year EndedAugust 31,


December 31,2004


200350% share of DonTech net profits

$
12,777


$
17,347Revenue participation income


65,190



96,705Total DonTech income

$
77,967


$
114,052     Eight Months


Year EndedEnded August 31,


December 31,2004


2003Net revenues

$
68,777


$
99,711Operating income

$
25,428


$
33,526Net income

$
25,554


$
34,694  F-25




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Redeemable
    Preferred Stock and Warrants          Dividend yield


0
%Expected volatility


35
%Risk-free interest rate


3.0
%Expected holding period


5 years      F-26




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Series A-1
  8.
    Stock
    Incentive Plans     F-27




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Weighted AverageExercise/GrantShares


Price Per ShareAwards outstanding,
    December 31, 2002


4,282,621


$
20.97Granted


484,676



30.54Exercised


(1,278,643
)


16.76Canceled or expired


(144,242
)


25.28Awards outstanding,
    December 31, 2003


3,344,412



23.78Granted


1,279,357



41.55Exercised


(374,152
)


19.60Canceled or expired


(214,732
)


28.54Awards outstanding,
    December 31, 2004


4,034,885



29.57Granted


384,093



59.54Exercised


(334,718
)


22.06Canceled or expired


(82,016
)


46.99Awards outstanding,
    December 31, 2005


4,002,244


$
32.69Available for future grants at
    December 31, 2005


5,301,277     Stock Awards
    Outstanding


Stock Awards
    ExercisableWeighted Average








Weighted AverageRange of




Remaining


Weighted Average





Exercise/Exercise/Grant




Contractual Life


Exercise/Grant





Grant Price PerPrices

Shares


(In Years)


Price Per Share


Shares


Share$11.10-$14.75


34,109



1.76


$
14.02



34,109


$
14.02$15.22-$19.41


401,804



3.09



15.74



401,804



15.74$24.75-$29.59


1,795,290



4.47



25.97



1,398,971



25.96$30.11-$39.21


236,075



4.14



30.80



79,719



31.01$41.10-$43.85


1,142,486



5.40



41.32



210,772



41.12$46.06-$53.74


36,600



5.28



47.90



7,066



47.24$56.72-$64.95


355,880



6.20



59.54



225



59.004,002,244



4.72


$
32.69



2,132,666


$
25.60      F-28




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Stock
    Appreciation Rights and Other Variable Stock Option or Award
    Plans
          9.
    Income
    Taxes   F-29




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2005


2004


2003Current provision (benefit)U.S. Federal

$



$
(25,348
)

$
4,768State and local






(207
)


(556
)Total current (benefit) provision






(25,555
)


4,212Deferred provision (benefit)U.S. Federal


37,087



66,230



(31,722
)State and local


6,089



5,231



(8,508
)Total deferred provision (benefit)


43,176



71,461



(40,230
)Provision (benefit) for income
    taxes

$
43,176


$
45,906


$
(36,018
)     2005


2004


2003Statutory U.S. Federal tax
    rate


35.0
%


35.0
%


35.0
%State and local taxes, net of
    U.S. Federal tax benefit


3.6



4.5



6.8Non-deductible expense


0.4







Effective tax rate


39.0
%


39.5
%


41.8
%  F-30




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2005


2004Deferred tax assetsReorganization and restructuring
    costs

$
1,422


$
616Bad debts


5,445



1,313Postretirement benefits


4,755



3,493Capital loss carryforward


6,148



6,148Deferred compensation


4,022



2,366Deferred directory cost
    uplift


4,148



4,812Net operating loss carryforwards


163,356



71,630Other






12,004Total deferred tax assets


189,296



102,382Valuation allowance


(6,148
)


(6,148
)Net deferred tax assets


183,148



96,234Deferred tax liabilitiesEquity investment






58,741Pension


10,914



8,804Depreciation and amortization


218,232



138,559Other


265



Deferred costs


92,672



Total deferred tax liabilities


322,083



206,104Net deferred tax liability

$
138,935


$
109,870      F-31




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          10.
    Benefit
    Plans  Retirement Plans.
    Savings Plan.
 F-32




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other Postretirement Benefits.
    Retirement Plans


Postretirement Plan2005


2004


2005


2004Change in benefit
    obligationBenefit obligation, beginning of
    period

$
113,389


$
65,718


$
19,434


$
11,290Benefit obligation, as of
    September 1, 2004 (DonTech)






38,521







6,492Service cost


5,050



4,147



685



548Interest cost


6,406



4,661



1,195



870Plan participant contributions










258



231Amendments














2,786Actuarial loss


6,448



3,861



2,677



2,406Benefits paid


(5,534
)


(3,519
)


(1,022
)


(886
)Impact of Medicare D














(4,303
)Benefit obligation, end of period

$
125,759


$
113,389


$
23,227


$
19,434Change in plan assetsFair value of plan assets,
    beginning of period

$
101,007


$
64,798


$



$
Fair value of plan assets, as of
    September 1, 2004 (DonTech)






31,317







Return on plan assets


5,252



8,272







Employer contributions


58



139



765



655Plan participant contributions










257



231Benefits paid


(5,534
)


(3,519
)


(1,022
)


(886
)Fair value of plan assets, end of
    period

$
100,783


$
101,007


$



$
Reconciliation of Funded
    StatusFunded status of plans

$
(24,976
)

$
(12,382
)

$
(23,227
)

$
(19,434
)Unrecognized net loss


36,834



28,601



4,376



1,873Unrecognized prior service costs


1,094



1,227



3,774



4,588Net amount recognized

$
12,952


$
17,446


$
(15,077
)

$
(12,973
)  F-33




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Retirement Plans


Postretirement Plan2005


2004


2005


2004Prepaid benefit costs

$



$
19,430


$



$
Accrued liabilities


(11,906
)


(2,499
)


(15,077
)


(12,973
)Intangible asset


1,146











Accrued other comprehensive income


23,712



515







Net amount recognized

$
12,952


$
17,446


$
(15,077
)

$
(12,973
)       2005


2004Projected benefit obligation

$
4,441


$
3,183Accumulated benefit obligation

$
2,749


$
2,316     2005


2004


2003Service cost

$
5,050


$
4,147


$
3,246Interest cost


6,406



4,661



3,671Expected return on plan assets


(8,363
)


(6,680
)


(5,910
)Unrecognized prior service cost


133



116



108Amortization of net loss from
    earlier periods


1,326



733



Net periodic benefit expense

$
4,552


$
2,977


$
1,115   Additional
    Information
  PostretirementRetirement Plans


Plan2005


2004


2005


2004Increase in minimum pension
    liability included in other comprehensive income

$
23,197


$
515


$



$
     2005

2004

2003Weighted average discount rate

5.50%

5.75%


6.00%Rate of increase in future
    compensation

3.66%

3.66%


3.66%    F-34




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2005

2004

2003Weighted average discount rate

5.75%

6.00%

6.50%Rate of increase in future
    compensation

3.66%

3.66%

3.66%Expected return on plan assets

8.25%

8.25%

8.25%         2005


2004


2003Service cost

$
685


$
548


$
490Interest cost


1,195



870



480Amortization of unrecognized prior
    service credit


814



172



(70
)Amortization of unrecognized net
    loss


175



681



100Other










10Net periodic benefit expense

$
2,869


$
2,271


$
1,010     2005


2004Healthcare cost trend rate assumed
    for next yearUnder 65


10.0
%


11.0
%65 and older


12.0
%


13.0
%Rate to which the cost trend rate
    is assumed to declineUnder 65


5.0
%


5.0
%65 and older


5.0
%


5.0
%Number of years that it takes to
    reach the ultimate trend rate


8



9  F-35




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     One


OnePercentage-Point


Percentage-PointIncrease


DecreaseEffect on total service and
    interest costs

$
325


$
(262
)Effect on postretirement benefit
    obligation

$
3,013


$
(2,475
)     Plan Assets at
    December 31,2005


2004Equity securities


67%



68%Debt securities


33%



32%Total


100%



100%     non-U.S. stocks. non-U.S. banks
  Estimated
    Future Benefit Payments
    MedicareRetirement


Postretirement


Part DPlans


Plan


Subsidy2006

$
5,314


$
870


$
802007


5,666



950



1102008


5,886



990



1302009


6,349



1,030



1702010


6,791



1,130



200Years
    2011-2015


44,084



6,650



1,560  F-36




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     11.
    Commitments    2006

$
9,366.92007


8,818.92008


8,357.82009


7,313.02010


4,332.2Thereafter


12,218.1Total

$
50,406.9   5-year
  12.
    Legal
    Proceedings         F-37




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Information
    Resources, Inc.
          Tax
    Matters
     F-38




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Amortization
    and Royalty Expense Deductions/Royalty
    Income  1997-1998
              Income   1997-1998
 F-39




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income  1997-1998),
  Other
    Matters
      13.
    Business
    Segments    14.
    Guarantees   F-40




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      F-41




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   R.H.
    Donnelley Corporation
  Consolidating
    Condensed Balance Sheet
 December 31,
    2005
  R.H.











ConsolidatedDonnelley


R.H.








R.H.Corporation


Donnelley Inc.


Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Eliminations


CorporationAssetsCash and cash equivalents

$
830


$
2,703


$
4,260


$



$
7,793Accounts receivable, net










457,310







457,310Deferred directory costs










67,686







67,686Other current assets






13,162



52,327



(32,433
)


33,056Total current assets


830



15,865



581,583



(32,433
)


565,845Investment in subsidiaries


662,971



1,514,314







(2,177,285
)


Fixed assets, net






50,059



5,628







55,687Other assets


12,197



189,161



1,669



(108,949
)


94,078Intercompany receivable






24,919



213,545



(238,464
)


Intercompany notes receivable






1,789,436







(1,789,436
)


Intangible assets, net










2,833,200







2,833,200Goodwill










319,014







319,014Total assets

$
675,998


$
3,583,754


$
3,954,639


$
(4,346,567
)

$
3,867,824Liabilities, Preferred Stock and
    Shareholders (Deficit) EquityAccounts payable and accrued
    liabilities

$
8,780


$
48,698


$
32,103


$
(20
)

$
89,561Deferred directory revenue










463,440







463,440Current deferred income taxes, net






36,751



80,616



(31,784
)


85,583Current portion LTD






100,234











100,234Total current liabilities


8,780



185,683



576,159



(31,804
)


738,818Long-term debt


300,000



2,678,615











2,978,615Intercompany notes payable


331,840











(331,840
)


Intercompany payable










1,789,436



(1,789,436
)


Deferred income taxes, net


(7,356
)


13,215



50,346



(2,853
)


53,352Other long-term liabilities






43,270



24,384



(13,349
)


54,305Preferred Stock


334,149















334,149Shareholders (deficit) equity


(291,415
)


662,971



1,514,314



(2,177,285
)


(291,415
)Total liabilities, preferred stock
    and shareholders (deficit) equity

$
675,998


$
3,583,754


$
3,954,639


$
(4,346,567
)

$
3,867,824  F-42




---



##### Table of Contents





R.H.
    DONNELLEY CORPORATION




NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)






R.H.
    Donnelley Corporation




Consolidating
    Condensed Balance Sheet


December 31,
    2004




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



F-43



---



##### Table of Contents





R.H.
    DONNELLEY CORPORATION




NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)






R.H.
    Donnelley Corporation




Consolidating
    Condensed Statement of Operations


For the
    Year Ended December 31, 2005




|                                                                 |  |             |          |   |                |   |         |              |  |   |              |   |  |              |          |   |  |   |          |  
|---------------------------------------------------------------- |  | ----------- | -------- | - | -------------- | - | ------- | ------------ |  | - | ------------ | - |  | ------------ | -------- | - |  | - | -------- | -
|                                                                 |  | R.H.        |          |   |                |   |         |              |  |   |              |   |  | Consolidated |         
|                                                                 |  | Donnelley   |          |   | R.H.           |   |         |              |  |   |              |   |  | R.H.         |         
|                                                                 |  | Corporation |          |   | Donnelley Inc. |   |         | Guarantor    |  |   |              |   |  | Donnelley    |         
|                                                                 |  | (Parent)    |          |   | (Issuer)       |   |         | Subsidiaries |  |   | Eliminations |   |  | Corporation  |         
|                                                                
|Net Revenue                                                      |  | $           |         |   |                | $ |        |              |  | $ | 956,631      |   |  | $            |         |   |  | $ | 956,631  |  
|Expenses                                                         |  |             | 38       |   |                |   | 117,929 |              |  |   | 543,989      |   |  |              | (80,566  | ) |  |   | 581,390  |  
|Partnership and equity income                                    |  |             | 80,849   |   |                |   | 156,788 |              |  |   |             |   |  |              | (237,637 | ) |  |   |         |  
|                                                                 |  |             |          |   |                |   |         |              |  |   |              |   |  |              |          |   |  |   |          |  
|Operating income                                                 |  |             | 80,811   |   |                |   | 38,859  |              |  |   | 412,642      |   |  |              | (157,071 | ) |  |   | 375,241  |  
|Interest expense                                                 |  |             | (20,634  | ) |                |   | (70,025 | )            |  |   | (173,873     | ) |  |              |         |   |  |   | (264,532 | )
|Intercompany dividend income and
    minority interest (expense) |  |             |         |   |                |   | 83,708  |              |  |   | (939         | ) |  |              | (82,769  | ) |  |   |         |  
|                                                                 |  |             |          |   |                |   |         |              |  |   |              |   |  |              |          |   |  |   |          |  
|Pre-tax income                                                   |  |             | 60,177   |   |                |   | 52,542  |              |  |   | 237,830      |   |  |              | (239,840 | ) |  |   | 110,709  |  
|Income tax (expense) benefit                                     |  |             | 7,356    |   |                |   | 28,307  |              |  |   | (81,042      | ) |  |              | 2,203    |   |  |   | (43,176  | )
|                                                                 |  |             |          |   |                |   |         |              |  |   |              |   |  |              |          |   |  |   |          |  
|Net income                                                       |  |             | 67,533   |   |                |   | 80,849  |              |  |   | 156,788      |   |  |              | (237,637 | ) |  |   | 67,533   |  
|Dividend on Preferred Stock                                      |  |             | 11,708   |   |                |   |        |              |  |   |             |   |  |              |         |   |  |   | 11,708   |  
|Loss on repurchase of Preferred
    Stock                        |  |             | 133,681  |   |                |   |        |              |  |   |             |   |  |              |         |   |  |   | 133,681  |  
|Accretion of Preferred Stock to
    redemption value             |  |             | 211,020  |   |                |   |        |              |  |   |             |   |  |              |         |   |  |   | 211,020  |  
|                                                                 |  |             |          |   |                |   |         |              |  |   |              |   |  |              |          |   |  |   |          |  
|(Loss) income available to common
    shareholders               |  | $           | (288,876 | ) |                | $ | 80,849  |              |  | $ | 156,788      |   |  | $            | (237,637 | ) |  | $ | (288,876 | )
|                                                                 |  |             |          |   |                |   |         |              |  |   |              |   |  |              |          |   |  |   |          |  



F-44



---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   R.H.
    Donnelley Corporation
  Consolidating
    Condensed Statement of Operations
 For the
    Year Ended December 31, 2004
  R.H.











ConsolidatedDonnelley


R.H.








R.H.Corporation


Donnelley Inc.


Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Eliminations


CorporationNet Revenue

$



$
12,980


$
638,361


$
(48,225
)

$
603,116Expenses






44,282



393,279



(48,226
)


389,335Partnership and equity income


70,312



76,189



65,190



(133,724
)


77,967Operating income


70,312



44,887



310,272



(133,723
)


291,748Interest (expense) income, net






17,841



(193,371
)






(175,530
)Other income






22



(22
)






Pre-tax income


70,312



62,750



116,879



(133,723
)


116,218Income tax (expense) benefit






7,562



(53,468
)






(45,906
)Net income


70,312



70,312



63,411



(133,723
)


70,312Dividend on Preferred Stock


21,791















21,791Income available to common
    shareholders

$
48,521


$
70,312


$
63,411


$
(133,723
)

$
48,521  F-45




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   R.H.
    Donnelley Corporation
  Consolidated
    Condensed Statement of Operations
 For the
    Year Ended December 31, 2003
  R.H.











ConsolidatedDonnelley


R.H.








R.H.Corporation


Donnelley Inc.


Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Eliminations


CorporationNet revenue

$



$
22,198



234,247


$



$
256,445Expenses






72,294



205,677







277,971Partnership and equity income
    (loss)


(49,953
)


106,606



222,992



(165,593
)


114,052Operating (loss) income


(49,953
)


56,510



251,562



(165,593
)


92,526Interest (expense) income, net






(187,149
)


7,129







(180,020
)Other income






1,523











1,523Pre-tax (loss) income


(49,953
)


(129,116
)


258,691



(165,593
)


(85,971
)Income tax (expense) benefit






79,163



(43,145
)






(36,018
)Net (loss) income


(49,953
)


(49,953
)


215,546



(165,593
)


(49,953
)Dividend on Preferred Stock


58,397















58,397(Loss) income available to common
    shareholders

$
(108,350
)

$
(49,953
)

$
215,546


$
(165,593
)

$
(108,350
)  F-46




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   R.H.
    Donnelley Corporation
  Consolidating
    Condensed Statement of Cash Flows
 For the
    Year Ended December 31, 2005
  R.H. Donnelley


R.H.








ConsolidatedCorporation


Donnelley Inc.


Guarantor


Other


R.H. Donnelley(Parent)


(Issuer)


Subsidiaries


Eliminations


CorporationCash flow from operations

$
(11,219
)

$
(17,459
)

$
420,730


$



$
392,052Cash flow from investing activitiesPurchase of fixed assets






(30,803
)


(802
)






(31,605
)Acquisitions


(6,450
)














(6,450
)Intercompany notes






111,840



(308,575
)


196,735



Net cash flow from investing
    activities


(6,450
)


81,037



(309,377
)


196,735



(38,055
)Cash flow from financing
    activities:Proceeds from issuance of debt,
    net of costs


293,439















293,439Repurchase of Preferred Stock


(277,197
)














(277,197
)Debt repaid with proceeds from new
    debt






(317,066
)










(317,066
)Increase in checks not yet
    presented for payment






1,760











1,760Additional borrowings under Credit
    Facility






341,417











341,417Credit Facility repayments






(345,227
)










(345,227
)Call premium






(25,268
)










(25,268
)Revolver borrowings






268,000











268,000Revolver repayments






(304,200
)










(304,200
)Proceeds from employee stock
    option exercises


7,383















7,383Intercompany notes and other


(5,126
)


313,701



(111,840
)


(196,735
)


Net cash flow from financing
    activities


18,499



(66,883
)


(111,840
)


(196,735
)


(356,959
)Change in cash


830



(3,305
)


(487
)






(2,962
)Cash at beginning of year






6,008



4,747







10,755Cash at end of period

$
830


$
2,703


$
4,260


$



$
7,793  F-47




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   R.H.
    Donnelley Corporation
  Consolidating
    Condensed Statement of Cash Flows
 For the
    Year Ended December 31, 2004
  R.H.











ConsolidatedDonnelley


R.H.








R.H.Corp.


Donnelley Inc.


Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Eliminations


CorporationCash flow from operations

$



$
294,901


$
111,402


$



$
406,303Cash flow from investing activitiesPurchase of fixed assets






(14,919
)


(3,094
)






(18,013
)Acquisitions






(1,413,620
)










(1,413,620
)Other


(7,457
)


111,840



7,457



(111,840
)


Net cash flow from investing
    activities


(7,457
)


(1,316,699
)


4,363



(111,840
)


(1,431,633
)Cash flow from financing activitiesProceeds from debt






1,464,447











1,464,447Debt repayments






(442,624
)


(111,840
)


111,840



(442,624
)Other


7,457



(917
)










6,540Net cash flow from financing
    activities


7,457



1,020,906



(111,840
)


111,840



1,028,363Change in cash






(892
)


3,925







3,033Cash at beginning of year






6,900



822







7,722Cash at end of period

$



$
6,008


$
4,747


$



$
10,755     R.H.
    Donnelley Corporation
  Consolidated
    Condensed Statement of Cash Flows
 For the
    Year Ended December 31, 2003
  R.H.








ConsolidatedDonnelley


R.H.





R.H.Corporation


Donnelley Inc.


Guarantor


Donnelley(Parent)


(Issuer)


subsidiaries


CorporationCash flow from operations

$



$
(136,482
)

$
385,079


$
248,597Cash flow from investing activities


(125,683
)


(219,175
)


(33,056
)


(377,914
)Cash flow from financing activities


125,683



354,812



(351,243
)


129,252Change in cash






(845
)


780



(65
)Cash at beginning of period






7,745



42



7,787Cash at end of period

$



$
6,900


$
822


$
7,722  F-48




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Valuation
    and Qualifying Accounts  Net Additionto Allowancesfrom SPA &


Net AdditionsBalance at


AT&T


Charged to


Write-offs


Balance atBeginning of


Directory


Revenue and


and Other


End ofPeriod


Acquisitions


Expense


Deductions


PeriodAllowance for Doubtful Accounts
    and Sales ClaimsFor the year ended
    December 31, 2005

$
33,093







54,921



(60,686
)

$
27,328For the year ended
    December 31, 2004

$
11,956



25,788



32,339



(36,990
)

$
33,093For the year ended
    December 31, 2003

$
4,772



31,052



1,611



(25,479
)

$
11,956Deferred Tax Asset Valuation
    AllowanceFor the year ended
    December 31, 2005

$
6,148














$
6,148For the year ended
    December 31, 2004

$
5,738







410






$
6,148For the year ended
    December 31, 2003

$
6,094







(356
)





$
5,738   16.
    Quarterly
    Information (unaudited)  Three Months EndedMarch 31


June 30


September 30


December 312005Net revenue(1)

$
207,339


$
232,967


$
255,214


$
261,111Operating income(2)


70,197



91,030



102,732



111,282Net income


7,747



20,023



27,147



12,616Preferred dividend


3,319



2,919



2,977



2,493Loss on repurchase of Preferred
    Stock(3)


133,681











Accretion of Preferred Stock to
    redemption value(3)














211,020(Loss) income available to common
    shareholders


(129,253
)


17,104



24,170



(200,897
)Basic (loss) earnings per share

$
(4.10
)

$
0.46


$
0.65


$
(6.30
)Diluted (loss) earnings per share

$
(4.10
)

$
0.44


$
0.62


$
(6.30
)   Three Months EndedMarch 31


June 30


September 30


December 312004Net revenue(1)

$
143,807


$
144,641


$
144,405


$
170,263Operating income(2)


86,738



92,136



73,686



39,188Net income (loss)


28,095



33,057



18,474



(9,314
)Preferred dividend


5,287



5,392



5,501



5,611Income (loss) available to common
    shareholders


22,808



27,665



12,973



(14,925
)Basic earnings (loss) per share

$
0.57


$
0.68


$
0.32


$
(0.47
)Diluted earnings (loss) per share

$
0.54


$
0.65


$
0.31


$
(0.47
)  F-49




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     (1)
    
    Revenue from the sale of advertising is recognized under the
    deferral and amortization method, whereby revenue from
    advertising sales is initially deferred when a directory is
    published and recognized ratably over the life of the directory.
    Due to purchase accounting rules, we were not able to recognize
    any revenue from directories published by the AT&T Directory
    Business or the SPA Directory Business prior to each acquisition
    or for any directories published in the months the acquisitions
    were completed.(2)
    
    Similar to the deferral and amortization method of revenue
    recognition, certain costs directly related to the selling and
    production of directories are initially deferred and recognized
    ratably over the life of the directory. Due to purchase
    accounting rules, we were not able to recognize any expenses
    from directories published by the AT&T Directory Business or
    the SPA Directory Business prior to each acquisition or for any
    directories published in the months the acquisitions were
    completed. Additionally, as a result of the AT&T Directory
    Acquisition, AT&T ceased paying us revenue participation
    income and we consolidate all net profits from DonTech.(3)
    
    On January 14, 2005, we repurchased 100,303 shares of
    our outstanding Preferred Stock from the GS Funds for
    $277.2 million. During the first quarter of 2005, we
    recorded a reduction to earnings available to common
    shareholders of approximately $133.7 million to reflect the
    loss on the repurchase of these shares. During the fourth
    quarter of 2005, the carrying value of our Preferred Stock was
    accreted to its redemption value of $334.1 million. As a
    result, we recorded a reduction from earnings available to
    common shareholders of approximately $211.0 million.  17.
    Subsequent
    Events  Dex
    Media Merger
  Determination of the Measurement Date for the Market Price of
    Securities Issued in a Purchase Business Combination.
  Business Combinations
 F-50




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Calculation
    of Allocable Purchase Price
  Cash(a)





$
1,861,111RHD shares issued to Dex Media
    shareholders(a)






2,259,359Allocable transaction costs






39,397Dex Media vested and unvested
    equity awards(b)






88,812Dex Media outstanding debt at fair
    value(c)






5,672,658Total allocable purchase price





$
9,921,337Estimated allocation of purchase
    price:Non-Compete/publishing
    agreements(d)





$
5,914,000Customer relationships(d)






1,269,000Trademarks and other(d)






505,000Dex Media net assets acquired


345,201Unbilled Dex Media customers
    receivable, net as of January 31, 2006(e)


668,537Estimated profit on acquired sales
    contracts(f)


53,438Fair value adjustments:Reverse pre-merger deferred
    revenue(g)


216,286Reverse pre merger deferred
    directory costs(g)


(255,910
)Eliminate deferred financing
    costs(g)


(106,774
)Eliminate Dex Media deferred
    income taxes(g)


(63,967
)Deferred taxes relating to
    purchase accounting(h)


(235,848
)Fair value of net assets acquired






620,963Goodwill(i)






1,612,374Total allocable purchase price





$
9,921,337     (a)
    
    Pursuant to the Merger Agreement, each issued and outstanding
    share of Dex Media common stock as of January 31, 2006 was
    converted into the right to receive $12.30 in cash and 0.24154
    of a share of RHD common stock. As of January 31, 2006,
    151,309,850 shares of Dex Media common stock were issued
    and outstanding, which resulted in the issuance of
    36,547,381 shares of RHD common stock valued at
    $61.82 per share.(b)
    
    The number of Dex Media vested equity awards after conversion to
    RHD shares totals 1.3 million at January 31, 2006. The
    value of these vested equity awards totals $69.4 million
    using a valuation price of $51.29 per share. The number of
    Dex Media unvested equity awards after conversion to RHD shares
    totals 0.4 million at January 31, 2006. The value of
    these unvested equity awards totals $19.4 million using a
    valuation price range of $51.29 to $52.60 per share.(c)
    
    Pursuant to SFAS No. 141 provisions, we are required
    to fair value Dex Medias outstanding debt as of the Merger
    completion date. As of January 31, 2006, Dex Media had
    outstanding debt of $5.5 billion and the associated fair
    value adjustment totaled $0.2 billion. F-51




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (d)
    
    Represents contractual agreements Dex Media has entered into
    with Qwest. Such agreements include: (i) a non-competition
    and non-solicitation agreement with an amortization period of
    37-38 years, whereby Qwest has agreed not to sell directory
    products consisting principally of listings and classified
    advertisements for subscribers in the geographic areas in the
    Dex Media states in which Qwest provides local telephone
    service, (ii) a publishing agreement with an amortization
    period of 37-38 years, which grants Dex Media the right to
    be the exclusive official directory publisher of listings and
    classified advertisements of Qwests telephone customers in
    the geographic areas in the Dex Media states in which Qwest
    provides local telephone service; (iii) local and national
    customer relationships with an amortization period of
    15-25 years; and (iv) a trademark license agreement
    with an amortization period of 15 years, whereby Qwest has
    licensed to Dex Media the right to use the Qwest Dex and Qwest
    Dex Advantage marks in connection with directory products and
    related marketing materials in the Dex Media states and the
    right to use these marks in connection with DexOnline.com, Dex
    Medias directory website. The weighted average
    amortization period of intangible assets acquired totals
    approximately 33 years.(e)
    
    Represents estimated net unbilled Dex Media customer receivables
    for directories that published before January 31, 2006.(f)
    
    Represents cost uplift adjustment to increase those
    costs incurred for directories that were scheduled to publish
    after January 31, 2006 to their fair value.(g)
    
    These adjustments represent the reversal of Dex Medias
    pre-merger deferred revenue liability and deferred directory
    costs for directories published prior to January 31, 2006
    and elimination of deferred financing costs and deferred income
    taxes, all of which are required to be eliminated under purchase
    accounting.(h)
    
    Represents recognition of deferred income taxes relating to the
    Dex Media Merger.(i)
    
    Represents the excess purchase price over the estimated fair
    value of net identifiable assets acquired. Goodwill will be
    allocated to the Companys one operating segment. The
    Company does not expect goodwill to be deductible for tax
    purposes.  Series A-2 Series A-3 Series A-2 Series A-3
  Series A-2 Series A-3
   F-52




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    GS
    Repurchase
  Series A-1
       F-53




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Evaluation of Disclosure Controls and
    Procedures. Rules 13a-15(e) 15d-15(e)
  Regulation S-K
  Changes in Internal Controls.
  ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT.  Regulation S-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Regulation S-K.
 76




---



##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.  (A)(1)
    and (2)  List of financial statements and
    financial statement schedules
    Managements
    Annual Report on Internal Control Over Financial ReportingReport of
    Independent Registered Public Accounting FirmConsolidated
    Balance Sheets at December 31, 2005 and 2004Consolidated
    Statements of Operations for the three years ended
    December 31, 2005Consolidated
    Statements of Cash Flows for the three years ended
    December 31, 2005Consolidated
    Statements of Changes in Shareholders Equity (Deficit) for
    the three years ended December 31, 2005Notes to
    Consolidated Financial Statements    77




---



##### Table of Contents



(C) Exhibits:
  Exhibit No.

Document2
.1#

Stock Purchase Agreement, dated as
    of September 21, 2002, by and among the Company, Sprint
    Corporation and Centel Directories LLC (incorporated by
    reference to Exhibit 2.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 1, 2002, Commission File No. 001-07155)2
.2

Supplemental Agreement to Stock
    Purchase Agreement, dated as of December 31, 2002, by and
    among the Company, Sprint Corporation and Centel Directories LLC
    (incorporated by reference to Exhibit 2.2 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 17, 2003, Commission File No. 001-07155)2
.3#

Preferred Stock and Warrant
    Purchase Agreement, dated as of September 21, 2002, among
    the Company and investment partnerships affiliated with The
    Goldman Sachs Group, Inc. (incorporated by reference to
    Exhibit 2.2 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 1, 2002, Commission File No. 001-07155). This
    Agreement is no longer in effect.2
.4#

Purchase Agreement, dated as of
    July 28, 2004, by and among the Company, Ameritech
    Corporation and Ameritech Publishing, Inc. (incorporated by
    reference to Exhibit 2.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    August 2, 2004, Commission File No. 001-07155)2
.5

Amendment No. 1 to the
    Purchase Agreement, dated as of September 1, 2004, by and
    among the Company, Ameritech Corporation and Ameritech
    Publishing, Inc. (incorporated by reference to Exhibit 2.2
    to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155)2
.6#

Agreement and Plan of Merger,
    dated as of October 3, 2005, among the Company, Dex Media,
    Inc. and Forward Acquisition Corp. (incorporated by reference to
    Exhibit 2.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155)2
.7

Purchase Agreement, dated as of
    August 19, 2002, by and between Qwest Dex, Inc., Qwest
    Services Corporation, and Qwest Communications International
    Inc., on the one hand, and Dex Holdings LLC, on the other hand
    (incorporated by reference to Exhibit 2.1 to Dex Media,
    Inc.s Registration Statement on
    Form S-4
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)2
.8

Amendment No. 1, dated
    September 9, 2003, to Purchase Agreement, dated as of
    August 19, 2002, by and between Qwest Dex, Inc., Qwest
    Services Corporation, and Qwest Communications International
    Inc., on the one hand, and Dex Holdings LLC, on the other hand
    (incorporated by reference to Exhibit 2.2 to Dex Media,
    Inc.s Registration Statement on
    Form S-4
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)]3
.1

Certificate of Incorporation of
    the Company (incorporated by reference to Exhibit 3.1 to the
    Quarterly Report on
    Form 10-Q
    for the three months ended March 31, 1999, filed with the
    Securities and Exchange Commission on May 14, 1999
    Commission File No. 001-07155)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 months ended March 31, 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 3.3 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 3.4 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)3
.6*

Certificate of Incorporation, as
    amended, of Dex Media Inc. (f/k/a Forward Acquisition
    Corporation) 78




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##### Table of Contents



Exhibit No.

Document3
.7*

Bylaws of Dex Media, Inc. (f/k/a
    Forward Acquisition Corporation)4
.1

Rights Agreement, dated as of
    October 27, 1998, between the Company and First Chicago
    Trust Company (incorporated by reference to Exhibit 4.1 to
    the Companys Registration Statement on
    Form 8-A,
    filed with the Securities and Exchange Commission on
    November 5, 1998, Commission File No. 001-07155)4
.2

Amendment No. 1 to Rights
    Agreement, dated as of February 26, 2001, by and among the
    Company, First Chicago Trust Company of New York (as initial
    Rights Agent) and The Bank of New York (as successor Rights
    Agent) (incorporated by reference to Exhibit 4.5 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2000, filed with the
    Securities and Exchange Commission on March 28, 2001,
    Commission File No. 001-07155)4
.3

Amendment No. 2 to Rights
    Agreement, dated as of September 21, 2002, between the
    Company and The Bank of New York, as successor Rights Agent
    (incorporated by reference to Exhibit 4.1 to Amendment
    No. 1 to the Registration Statement on
    Form 8-A,
    filed with the Securities and Exchange Commission on
    October 1, 2002, Commission File No. 001-07155)4
.4

Amendment No. 3, dated as of
    October 3, 2005, to the Rights Agreement, dated as of
    October 27, 1998, as amended, between the Company and The
    Bank of New York, as successor rights agent (incorporated by
    reference to Exhibit 4.1 to Amendment No. 2 to the
    Companys Registration Statement on
    Form 8-A,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-7155)4
.5

Form of Warrant Agreement, dated
    as of November 25, 2002, between the Company and investment
    partnerships affiliated with The Goldman Sachs Group, Inc.
    (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 17, 2003, Commission File No. 001-07155)4
.6

Form of Warrant Agreement, dated
    January 3, 2003, between the Company and investment
    partnerships affiliated with The Goldman Sachs Group, Inc.
    (incorporated by reference to Exhibit 4.2 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 17, 2003, Commission File No. 001-07155)4
.7

Registration Rights Agreement,
    dated as of November 25, 2002, among the Company and
    investment partnerships affiliated with The Goldman Sachs Group,
    Inc. (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 3, 2002, Commission File No. 001-07155). This
    Agreement is no longer in effect.4
.8

Indenture, dated as of
    December 3, 2002, between R.H. Donnelley Inc. (as successor
    to R.H. Donnelley Finance Corporation I), as Issuer, and The
    Bank of New York, as Trustee, with respect to the
    8.875% Senior Notes due 2010 (incorporated by reference to
    Exhibit 4.13 to the Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File No. 001-07155)4
.9

Form of 8.875% Senior Notes
    due 2010 (included in Exhibit 4.8)4
.10

Supplemental Indenture, dated as
    of January 3, 2003, among R.H. Donnelley Inc., as Issuer,
    the Company and the other guarantors signatory thereto, as
    Guarantors, and The Bank of New York, as Trustee, with respect
    to the 8.875% Senior Notes due 2010 of R.H. Donnelley, Inc.
    (incorporated by reference to Exhibit 4.14 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File No. 001-07155)4
.11

Second Supplemental Indenture,
    dated as of September 1, 2004, by and among R.H. Donnelley
    Inc., the guarantors party thereto and The Bank of New York, as
    Trustee, with respect to the 8.875% Senior Notes due 2010
    of R.H. Donnelley Inc. (incorporated by reference to
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155) 79




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##### Table of Contents



Exhibit No.

Document4
.12

Third Supplemental Indenture,
    dated as of December 6, 2005, by and among R.H. Donnelley
    Inc., as Issuer, the Company and the subsidiary guarantors named
    therein, as Guarantors, and The Bank of New York, as Trustee,
    with respect to the 8.875% Senior Notes due 2010 of R.H.
    Donnelley, Inc. (incorporated by reference to Exhibit 4.1
    of the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 20, 2005, Commission File No. 001-07155)4
.13

Guarantees relating to the
    8.875% Senior Notes due 2010 (incorporated by reference to
    Exhibit 4.16 to the Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File No. 001-07155)4
.14

Senior Guarantees relating to
    Second Supplemental Indenture to the Indenture governing the
    8.875% Senior Notes due 2010 (incorporated by reference to
    Exhibit 4.3 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155)4
.15

Indenture, dated as of
    December 3, 2002, between R.H. Donnelley Inc. (as successor
    to R.H. Donnelley Finance Corporation I), as Issuer, and The
    Bank of New York, as Trustee, with respect to the
    10.875% Senior Subordinated Notes due 2012 (incorporated by
    reference to Exhibit 4.17 to the Companys Annual
    Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File No. 001-07155)4
.16

Form of 10.875% Senior
    Subordinated Notes due 2012 (included in Exhibit 4.15)4
.17

Supplemental Indenture, dated as
    of January 3, 2003, among R.H. Donnelley Inc., as Issuer,
    the Company and the other guarantors signatory thereto, as
    Guarantors, and The Bank of New York, as Trustee, with respect
    to the 10.875% Senior Subordinated Notes due 2012
    (incorporated by reference to Exhibit 4.18 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File No. 001-07155)4
.18

Second Supplemental Indenture,
    dated as of January 9, 2004, among R.H. Donnelley Inc., as
    Issuer, the Company and other guarantors signatory thereto, as
    Guarantors, and The Bank of New York, as Trustee, with respect
    to the 10.875% Senior Subordinated Notes due 2012 (incorporated
    by reference to Exhibit 4.21 to the Companys Annual
    Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 12, 2004, Commission File No. 001-07155)4
.19

Third Supplemental Indenture,
    dated as of September 1, 2004, by and among R.H. Donnelley
    Inc., and the guarantors party thereto, as Guarantors, and The
    Bank of New York, as Trustee, with respect to the
    10.875% Senior Subordinated Notes due 2012 of R.H.
    Donnelley Inc. (incorporated by reference to Exhibit 4.2 to
    the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155)4
.20

Guarantees relating to the
    10.875% Senior Subordinated Notes due 2012 (incorporated by
    reference to Exhibit 4.20 to the Companys Annual
    Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File No. 001-07155)4
.21

Senior Subordinated Guarantees
    relating to the Third Supplemental Indenture to the Indenture
    governing the 10.875% Notes due 2012 (incorporated by
    reference to Exhibit 4.4 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155)4
.22

Indenture, dated as of
    November 10, 2003, between Dex Media, Inc. and
    U.S. Bank National Association, as Trustee, with respect to
    the 8% Notes due 2013 (incorporated by reference to
    Exhibit 4.1 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.23

Form of 8% Notes due 2013
    (included in Exhibit 4.22)4
.24

Supplemental Indenture, dated as
    of January 31, 2006, between U.S. Bank National
    Association, as Trustee, and Dex Media, Inc. (f/k/a Forward
    Acquisition Corp.) with respect to Dex Media, Inc.s
    8% Notes due 2013 (incorporated by reference to
    Exhibit 4.1 to Dex Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626) 80




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##### Table of Contents



Exhibit No.

Document4
.25

Indenture, dated November 10,
    2003, between Dex Media, Inc. and U.S. Bank National
    Association, as Trustee, with respect to Dex Media, Inc.s
    9% Discount Notes due 2013 (incorporated by reference to
    Exhibit 4.3 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.26

Form of 9% Discount Notes due 2013
    (included in Exhibit 4.25)4
.27

Supplemental Indenture, dated as
    of January 31, 2006, between U.S. Bank National
    Association, as Trustee, and Dex Media, Inc. (f/k/a Forward
    Acquisition Corp.) with respect to Dex Media, Inc.s 9%
    Discount Notes due 2013 (incorporated by reference to
    Exhibit 4.1 to Dex Media, Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File No.
    333-131626)4
.28

Indenture, dated February 11,
    2004, between Dex Media, Inc. and U.S. Bank National
    Association, as Trustee with respect to Dex Media, Inc.s
    9% Discount Notes due 2013 (incorporated by reference to
    Exhibit 4.5 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.29

Form of 9% Discount Notes due 2013
    (included in Exhibit 4.28)4
.30

Supplemental Indenture, dated as
    of January 31, 2006, between U.S. Bank National
    Association, as Trustee, and Dex Media, Inc. (f/k/a Forward
    Acquisition Corp.) with respect to Dex Media, Inc.s 9%
    Discount Notes due 2014 (incorporated by reference to Dex Media,
    Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)4
.31

Indenture, dated November 8,
    2002, among Dex Media East LLC, Dex Media East Finance Co. and
    U.S. Bank National Association, as Trustee with respect to
    Dex Media East LLCs
    97/8% Senior
    Notes due 2009 (incorporated by reference to Exhibit 4.7 to
    Dex Media, Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.32

Form of
    97/8% Senior
    Notes due 2009 (included in Exhibit 4.31)4
.33

Indenture, dated November 8,
    2002, among Dex Media East LLC, Dex Media East Finance Co. and
    U.S. Bank National Association, as Trustee, with respect to
    Dex Media East LLCs
    121/8% Senior
    Subordinated Notes due 2012 (incorporated by reference to
    Exhibit 4.9 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.34

Form of
    121/8% Senior
    Subordinated Notes due 2012 (included in Exhibit 4.33)4
.35

Indenture, dated August 29,
    2003, among Dex Media West LLC, Dex Media West Finance Co. and
    U.S. Bank National Association, as Trustee, with respect to
    Dex Media West LLCs
    81/2% Senior
    Notes due 2010 (incorporated by reference to Exhibit 4.11
    to Dex Media, Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.36

Form of
    81/2% Senior
    Notes due 2010 (included in Exhibit 4.35)4
.37

Indenture, dated August 29,
    2003, among Dex Media West LLC, Dex Media West Finance Co. and
    U.S. Bank National Association, as Trustee, with respect to
    Dex Media West LLCs
    97/8% Senior
    Subordinated Notes due 2013 (incorporated by reference to
    Exhibit 4.13 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.38

Form of
    97/8% Senior
    Subordinated Notes due 2013 (included in Exhibit 4.37)4
.39

Note Registration Rights
    Agreement, dated November 10, 2003, among Dex Media, Inc.
    and J.P. Morgan Securities Inc., Banc of America Securities
    LLC and Lehman Brothers Inc. (incorporated by reference to
    Exhibit 4.15 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472) 81




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##### Table of Contents



Exhibit No.

Document4
.40

Discount Note Registration Rights
    Agreement, dated November 10, 2003, among Dex Media, Inc.
    and J.P. Morgan Securities Inc., Banc of America Securities
    LLC and Lehman Brothers Inc. (incorporated by reference to
    Exhibit 4.16 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.41

Discount Note Registration Rights
    Agreement, dated February 11, 2004, among Dex Media, Inc.
    and J.P. Morgan Securities Inc. and Lehman Brothers Inc.
    (incorporated by reference to Exhibit 4.17 to Dex Media,
    Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.42

Indenture, dated November 24,
    2004, among Dex Media West LLC, Dex Media West Finance Co., and
    U.S. Bank National Association, as Trustee, with respect to
    Dex Media West LLCs
    57/8% Senior
    Notes due 2011 (incorporated by reference to Exhibit 4.7 to
    Dex Media West LLC and Dex Media West Finance Co.s
    Registration Statement on
    Form S-4,
    declared effective by the Securities and Exchange Commission on
    February 3, 2005, Commission File
    No. 333-1212594
.43

Form of
    57/8% Senior
    Notes due 2011 (included in Exhibit 4.42)4
.44#

Indenture, dated as of
    January 14, 2005, among the Company and The Bank of New
    York, as Trustee, with respect to the Companys
    6.78% Senior Notes due 2013 of the Company (incorporated by
    reference to Exhibit 4.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 19, 2005, Commission File No. 001-07155)4
.45

Form of
    67/8% Senior
    Notes due 2013 (included in Exhibit 4.44)4
.46

Indenture, dated January 27,
    2006, between the Company, as Issuer, and The Bank of New York,
    as Trustee, with respect to the Companys 6.875%
    Series A-1 Senior Discount Notes due 2013 (incorporated by
    reference to Exhibit 4.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155)4
.47

Form of 6.875% Series A-1
    Senior Discount Note due 2013, included in Exhibit 4.46)4
.48

Indenture, dated January 27,
    2006, between the Company (as successor to R.H. Donnelly Finance
    Corporation III), as Issuer, and The Bank of New York, as
    Trustee, with respect to the Companys 6.875%
    Series A-2 Senior Discount Notes due 2013 (incorporated by
    reference to Exhibit 4.3 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155)4
.49

Form of 6.875% Series A-2
    Senior Discount Note due 2013 (included in Exhibit 4.48)4
.50

Supplemental Indenture, dated
    January 31, 2006, by and between the Company and The Bank
    of New York, as Trustee, with respect to the Companys
    6.875% Series A-2 Senior Discount Notes due 2013
    (incorporated by reference to Exhibit 4.5 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155)4
.51

Indenture, dated January 27,
    2006, between the Company (as successor to R.H. Donnelly Finance
    Corporation III), as Issuer, and The Bank of New York, as
    Trustee, with respect to the Companys 8.875%
    Series A-3 Senior Notes due 2016 (incorporated by reference
    to Exhibit 4.6 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155)4
.52

Form of 8.875% Series A-3
    Senior Note due 2016 (included in Exhibit 4.51)4
.53

Supplemental Indenture, dated
    January 31, 2006, by and between the Company and The Bank
    of New York, as Trustee, with respect to the Companys
    8.875% Series A-3 Senior Notes due 2016 (incorporated by
    reference to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155)4
.54

Registration Rights Agreement,
    dated as of January 14, 2005, among the Company and the
    initial purchasers that are party thereto (incorporated by
    reference to Exhibit 4.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 19, 2005, Commission File No. 001-07155) 82




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##### Table of Contents



Exhibit No.

Document4
.55

Registration Rights Agreement,
    dated January 27, 2006, by and between the Company and the
    initial purchasers identified therein (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155)10
.1#

Form of Distribution Agreement
    between the Company (f/k/a The Dun & Bradstreet
    Corporation) and The New Dun & Bradstreet Corporation
    (incorporated by reference to Exhibit 99.2 to the Current
    Report on
    Form 8-K
    of the Company (f/k/a The Dun & Bradstreet
    Corporation), filed with the Securities and Exchange Commission
    on September 30, 1998, Commission File No. 001-07155)10
.2#

Form of Tax Allocation Agreement
    between the Company (f/k/a The Dun & Bradstreet
    Corporation) and The New Dun & Bradstreet Corporation
    (incorporated by reference to Exhibit 99.3 to the Current
    Report on
    Form 8-K
    of the Company (f/k/a The Dun & Bradstreet
    Corporation), filed with the Securities and Exchange Commission
    on September 30, 1998, Commission File No. 001-07155)10
.3#

Amended and Restated Indemnity and
    Joint Defense Agreement dated as of July 30, 2004, by and
    among VNU, N.V., VNU, Inc., ACNielson Corporation, AC Nielson
    (US), Inc., Nielson Media Research, Inc., the Company, the
    Dun & Bradstreet Corporation, Moodys Corporation,
    and IMS Health Incorporated (incorporated by reference to
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 9, 2004, Commission File No. 001-07155)10
.4#

DonTech II Partnership
    Agreement, effective August 19, 1997, by and between R.H.
    Donnelley Inc. (f/k/a The Reuben H. Donnelley Corporation) and
    R.H. Donnelley Publishing and Advertising of Illinois
    Partnership, as successor to Ameritech Publishing of Illinois,
    Inc. (incorporated by reference to Exhibit 10.10 to
    Amendment No. 1 to the Companys Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    August 7, 1998, Registration
    No. 333-59287)10
.5

Amendment No. 1 to
    DonTech II Partnership Agreement, dated as of
    January 28, 2000, between R.H. Donnelley Inc. and R.H.
    Donnelley Publishing and Advertising of Illinois Partnership, as
    successor to Ameritech Publishing of Illinois, Inc.
    (incorporated by reference to Exhibit 10.4 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 12, 2004, Commission File No. 001-07155)10
.6#

Revenue Participation Agreement,
    dated as of August 19, 1997, by and between R.H. Donnelley
    Publishing and Advertising of Illinois Partnership, as successor
    to APIL Partners Partnership, and R.H. Donnelley APIL, Inc., as
    assignee of R.H. Donnelley Inc. (f/k/a The Reuben H. Donnelley
    Corporation) (incorporated by reference to Exhibit 10.11 to
    Amendment No. 1 to the Companys Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    August 7, 1998, Registration
    No. 333-59287)10
.7#

Master Agreement, executed
    August 19, 1997, by and among R.H. Donnelley Inc. (f/k/a
    The Reuben H. Donnelley Corporation), the Company (f/k/a The
    Dun & Bradstreet Corporation), The Am-Don Partnership
    a/k/a DonTech, DonTech II, Ameritech Publishing, Inc.,
    Ameritech Publishing of Illinois, Inc., Ameritech Corporation,
    DonTech I Publishing Company LLC and the APIL Partners
    Partnership (incorporated by reference to Exhibit 10.12 to
    Amendment No. 1 to the Companys Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    August 7, 1998, Registration
    No. 333-59287)
    This agreement is no longer in effect.10
.8#

Exclusive Sales Agency Agreement,
    effective August 19, 1997, between R.H. Donnelley
    Publishing and Advertising of Illinois Partnership, as successor
    to APIL Partners Partnership, and DonTech II (incorporated
    by reference to Exhibit 10.13 to Amendment No. 1 to the
    Companys Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    August 7, 1998, Registration No.
    333-59287) 83




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##### Table of Contents



Exhibit No.

Document10
.9

Agreement for Publishing Services,
    dated as of January 1, 2002, between Ameritech Publishing
    Inc. and R.H. Donnelley Inc. (certain portions of this exhibit
    have been omitted and filed separately with the Securities and
    Exchange Commission pursuant to an Application for an Order
    Granting Confidential Treatment) (incorporated by reference to
    Exhibit 10.13 to the Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    May 10, 2002, Commission File No. 001-07155)  This
    agreement is no longer in effect10
.10^

Key Employees Performance
    Unit Plan, as amended and restated (incorporated by reference to
    Exhibit 10.15 to Amendment No. 3 to the Companys
    Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    September 28, 1998, Registration
    No. 333-59287)10
.11^

1991 Key Employees Stock
    Option Plan, as amended and restated through April 25, 2000
    (incorporated by reference to Exhibit 10.17 to the
    Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    November 13, 2000, Commission File No. 001-07155)10
.12^

Amended and Restated
    1998 Directors Stock Plan (incorporated by reference
    to Exhibit 10.18 to the Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 27, 2000, Commission File No. 001-07155)10
.13^

Pension Benefit Equalization Plan
    (incorporated by reference to Exhibit 10.16 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 27, 2002, Commission File No. 001-07155)10
.14^

2001 Stock Award and Incentive
    Plan (incorporated by reference to Exhibit 10.17 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 27, 2002, Commission File No. 001-07155)10
.15^

2005 Stock Award and Incentive
    Plan (incorporated by reference to Exhibit 10.15 to the
    Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 5, 2005, Commission File No. 001-07155)10
.16^

Form of Non-Qualified Stock Option
    Agreement under 2005 Plan (incorporated by reference to
    Exhibit 10.16 to the Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 5, 2005, Commission File No. 001-07155)10
.17^

Form of Annual Incentive Program
    Award under 2005 Plan (incorporated by reference to
    Exhibit 10.17 to the Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 5, 2005, Commission File No. 001-07155)10
.18^

Form of Performance Unit Program
    Award (incorporated by reference to Exhibit 99.04 to the
    Companys Registration Statement on
    Form S-8,
    filed with the Securities and Exchange Commission on
    July 25, 2001, Registration
    No. 333-65822)10
.19^

Form of Restricted Stock Award
    Agreement under 2005 Plan10
.20^

Form of Stock Appreciation Rights
    Awards Agreement under 2005 Plan (incorporated by reference to
    Exhibit 10.10 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155)10
.21*^

Form of R.H. Donnelley Corporation
    Restricted Stock Units Agreement under 2005 Plan10
.22^

Deferred Compensation Plan
    (incorporated by reference to Exhibit 4.01 to the
    Companys Registration Statement on
    Form S-8,
    filed with the Securities and Exchange Commission on
    November 24, 1999, Registration
    No. 333-91613)10
.23^

Form of Amendment of Awards,
    Consent and Waiver (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    November 14, 2005, Commission File No. 001-07155)10
.24^

Stock Option Plan of Dex Media,
    Inc., effective as of November 8, 2002 (incorporated by
    reference to Exhibit 10.27 to Dex Media, Inc.s
    Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.25^

First Amendment to Stock Option
    Plan of Dex Media, Inc., effective as of September 9, 2003
    (incorporated by reference to Exhibit 10.28 to Dex Media,
    Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472) 84




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##### Table of Contents



Exhibit No.

Document10
.26^

Second Amendment to Stock Option
    Plan of Dex Media, Inc., effective as of December 18, 2003
    (incorporated by reference to Exhibit 10.29 to Dex Media,
    Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.27^

Dex Media, Inc. 2004 Incentive
    Award Plan (incorporated by reference to Exhibit 4.5 to Dex
    Media, Inc.s Registration Statement on
    Form S-8,
    filed with the Securities and Exchange Commission on
    November 19, 2004, Commission file
    No. 333-120631)10
.28^

Amended and Restated Employment
    Agreement, dated October 3, 2005, between the Company and
    David C. Swanson (incorporated by reference to Exhibit 10.7
    to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155)10
.29^

Amended and Restated Employment
    Agreement, dated October 3, 2005, between the Company and
    Peter J. McDonald (incorporated by reference to
    Exhibit 10.8 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155)10
.30^

Amended and Restated Employment
    Agreement, dated October 3, 2005, between the Company and
    Steven M. Blondy (incorporated by reference to Exhibit 10.9
    to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155)10
.31^

Employment Agreement, dated as of
    February 21, 2006, by and between the Company and George A.
    Burnett (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 23, 2006, Commission File No. 001-07155)10
.32^

Employment Agreement, dated as of
    January 1, 2001, between the Company and Robert J. Bush
    (incorporated by reference to Exhibit 10.37 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 28, 2001, Commission File No. 001-07155)10
.33^

Amendment No. 1 to Employment
    Agreement, dated as of February 27, 2001, between the
    Company and Robert J. Bush (incorporated by reference to
    Exhibit 10.38 to the Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 28, 2001, Commission File No. 001-07155)10
.34

Letter Agreement, dated as of
    November 25, 2002, among the Company, R.H. Donnelley Inc.
    and investment partnerships affiliated with The Goldman Sachs
    Group, Inc (incorporated by reference to Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 3, 2002, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.35

Letter Agreement, dated as of
    July 22, 2003, among the Company and investment
    partnerships affiliated with The Goldman Sachs Group, Inc.
    (incorporated by reference to Exhibit 10.45 to the
    Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 13, 2003, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.36

Letter Agreement, dated as of
    January 3, 2003, among the Company, R.H. Donnelley Inc. and
    investment partnerships affiliated with The Goldman Sachs Group,
    Inc (incorporated by reference to Exhibit 10.8 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 17, 2003, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.37#

Directory Services License
    Agreement, dated as of January 3, 2003, by and among R.H.
    Donnelley Publishing & Advertising, Inc. (f/k/a Sprint
    Publishing & Advertising, Inc.), CenDon L.L.C., R.H.
    Donnelley Directory Company (f/k/a Centel Directory Company),
    Sprint Corporation, Sprint Directory Trademark Company, LLC and
    the Sprint Local Telecommunications Division (incorporated by
    reference to Exhibit 10.1 to the Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 17, 2003, Commission File No. 001-07155) 85




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##### Table of Contents



Exhibit No.

Document10
.38#

Stock Purchase Agreement, dated as
    of January 10, 2005, by and among the Company and certain
    investment partnerships affiliated with The Goldman Sachs Group,
    Inc. (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 11, 2005, Commission File No. 001-07155)10
.39#

Trademark License Agreement, dated
    as of January 3, 2003, by and among Sprint Directory
    Trademark Company, LLC, R.H. Donnelley Publishing &
    Advertising, Inc. (f/k/a Sprint Publishing &
    Advertising, Inc.), CenDon L.L.C. and R.H. Donnelley Directory
    Company (f/k/a Centel Directory Company) (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 17, 2003, Commission File No. 001-07155)10
.40#

Publisher Trademark License
    Agreement, dated as of January 3, 2003, by and among R.H.
    Donnelley Publishing & Advertising, Inc. (f/k/a Sprint
    Publishing & Advertising, Inc.), R.H. Donnelley
    Directory Company (f/k/a Centel Directory Company) and Sprint
    Corporation (incorporated by reference to Exhibit 10.3 to
    the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 17, 2003, Commission File No. 001-07155)10
.41

Non-Competition Agreement, dated
    as of January 3, 2003, by and among the Company, R.H.
    Donnelley Publishing & Advertising, Inc. (f/k/a Sprint
    Publishing & Advertising, Inc.), CenDon L.L.C., R.H.
    Donnelley Directory Company (f/k/a Centel Directory Company),
    Sprint Corporation and the Sprint Local Telecommunications
    Division (incorporated by reference to Exhibit 10.4 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 17, 2003, Commission File No. 001-07155)10
.42

Subscriber Listings Agreement,
    dated as of January 3, 2003, by and among R.H. Donnelley
    Publishing & Advertising, Inc. (f/k/a Sprint
    Publishing & Advertising, Inc.), CenDon L.L.C., R.H.
    Donnelley Directory Company (f/k/a Centel Directory Company),
    Sprint Corporation and the Sprint Local Telecommunications
    Division (incorporated by reference to Exhibit 10.5 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 17, 2003, Commission File No. 001-07155)10
.43#

Directory Services License
    Agreement, dated as of September 1, 2004, among the
    Company, R.H. Donnelley Publishing & Advertising of
    Illinois Partnership (f/k/a The APIL Partners Partnership),
    DonTech II Partnership, Ameritech Corporation, SBC
    Directory Operations, Inc. and SBC Knowledge Ventures, L.P.
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155)10
.44

Non-Competition Agreement, dated
    as of September 1, 2004, between the Company and SBC
    Communications, Inc. (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155)10
.45

SMARTpages Reseller Agreement,
    dated as of September 1, 2004, among SBC Communications,
    Inc., Southwestern Bell Yellow Pages, Inc., SBC Knowledge
    Ventures, L.P., the Company, R.H. Donnelley
    Publishing & Advertising of Illinois Partnership (f/k/a
    The APIL Partners Partnership) and DonTech II Partnership
    (incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155)10
.46

Ameritech Directory Publishing
    Listing License Agreement, dated as of September 1, 2004,
    among R.H. Donnelley Publishing & Advertising of
    Illinois Partnership (f/k/a The APIL Partners Partnership),
    DonTech II Partnership and Ameritech Services Inc.
    (incorporated by reference to Exhibit 10.4 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155)10
.47

Amended and Restated Billing and
    Collection Agreement, dated September 1, 2003, by and
    between Qwest Corporation and Dex Media East LLC (f/k/a SGN LLC)
    (incorporated by reference to Exhibit 10.8 to Dex Media,
    Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472) 86




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##### Table of Contents



Exhibit No.

Document10
.48

Billing and Collection Agreement,
    dated as of September 1, 2003, by and between Qwest
    Corporation and Dex Media West LLC (f/k/a GPP LLC) (incorporated
    by reference to Exhibit 10.9 to Dex Media, Inc.s
    Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.49

Non-Competition and
    Non-Solicitation Agreement, dated November 8, 2002, by and
    among Dex Media East LLC (f/k/a SGN LLC), Dex Media West LLC
    (f/k/a GPP LLC), Dex Holdings LLC and Qwest Corporation, Qwest
    Communications International Inc. and Qwest Dex, Inc.
    (incorporated by reference to Exhibit 10.10 to Dex Media,
    Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.50

Publishing Agreement by and among
    Dex Media, Inc., Dex Media East LLC (f/k/a SGN LLC), Dex Media
    West LLC (f/k/a/ GPP LLC) and Qwest Corporation, dated
    November 8, 2002, as amended (incorporated by reference to
    Exhibit 10.19 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.51

Employee Cost Sharing Agreement by
    and among Dex Media Service LLC, Dex Media, Inc., Dex Media East
    LLC and Dex Media West LLC, effective as of December 31,
    2003 (incorporated by reference to Exhibit 10.30 to Dex
    Media, Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.52

Intercompany License Agreement by
    and among Dex Media, Inc., Dex Media East LLC and Dex Media West
    LLC, effective as of September 9, 2003 (incorporated by
    reference to Exhibit 10.32 to Dex Media, Inc.s
    Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.53#

Amended and Restated Credit
    Agreement, dated as of September 1, 2004, by and among,
    R.H. Donnelley Inc., as borrower, the Company, the lenders from
    time to time parties thereto, J.P. Morgan Securities Inc.
    and Bear, Stearns & Co. Inc., as joint lead arrangers
    and joint bookrunners, JPMorgan Chase Bank and Bear Stearns
    Corporate Lending Inc., as co-syndication agents, Citicorp North
    America, Inc. and Goldman Sachs Credit Partners L.P., as
    co-documentation agents, and Deutsche Bank Trust Company
    Americas, as administrative agent (incorporated by reference to
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155)10
.54

First Amendment, dated as of
    December 6, 2004, to the Amended and Restated Credit
    Agreement, dated as of September 1, 2004, by and among the
    Company, R.H. Donnelley Inc., the lenders from time to time
    parties thereto, Deutsche Bank Trust Company Americas, as
    administrative agent and J.P. Morgan Securities Inc. as
    sole bookrunner and sole lead arranger and the other agents
    party thereto (incorporated by reference to Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 8, 2004, Commission File No. 001-07155)10
.55

Second Amendment, dated as of
    January 7, 2005, to the Amended and Restated Credit
    Agreement, dated as of September 1, 2004, by and among the
    Company, R.H. Donnelley Inc., the lenders from time to time
    parties thereto, Deutsche Bank Trust Company Americas, as
    administrative agent and the other agents party thereto
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 11, 2005, Commission File No. 001-07155)10
.56

Commitment Letter, dated
    October 2, 2005, among the Company, J.P. Morgan
    Securities Inc. and JPMorgan Chase Bank, N.A. (incorporated by
    reference to Exhibit 10.6 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155) 87




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##### Table of Contents



Exhibit No.

Document10
.57#

Second Amended and Restated Credit
    Agreement, dated December 13, 2005, among the Company,
    RHDI, the several banks and other financial institutions or
    entities from time to time parties thereto as lenders,
    J.P. Morgan Securities Inc. and Deutsche Bank Trust Company
    Americas, as co-lead arrangers and joint-bookrunners, JPMorgan
    Chase Bank, N.A., as syndication agent, Bear Stearns Corporate
    Lending Inc., Credit Suisse, Cayman Islands Branch, Goldman
    Sachs Credit Partners L.P., UBS Securities LLC and Wachovia
    Bank, National Association, as co-documentation agents, and
    Deutsche Bank Trust Company Americas, as administrative agent
    (incorporated by reference to Exhibit 10.1, the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 19, 2005, Commission File No. 001-07155)10
.58

Amended and Restated Guaranty and
    Collateral Agreement, dated as of September 1, 2004, by and
    among the Company, R.H. Donnelley Inc., R.H. Donnelley APIL,
    Inc., R.H. Donnelley Publishing & Advertising, Inc.,
    Get Digital Smart.com Inc., R.H. Donnelley Publishing &
    Advertising of Illinois Partnership, DonTech II
    Partnership, DonTech Holdings, LLC, and R.H. Donnelley
    Publishing & Advertising of Illinois Holdings, LLC
    (incorporated by reference to Exhibit 10.6 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File No. 001-07155)10
.59

Second Amended and Restated
    Guaranty and Collateral Agreement, dated as of December 13,
    2005, by and among the Company, R.H. Donnelley, Inc., and the
    subsidiaries of R.H. Donnelley, Inc. party thereto, and Deutsche
    Bank Trust Company Americas, as collateral agent (incorporated
    by reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 19, 2005, Commission File No. 001-07155)10
.60

Reaffirmation, dated as of
    December 6, 2004, by the Company, R.H. Donnelley, Inc. and
    its subsidiaries in favor of Deutsche Bank Trust Company
    Americas, as administrative agent (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 8, 2004, Commission File No. 001-07155)10
.61#

Second Amendment and Restatement
    of Credit Agreement, dated as of October 31, 2003, by and
    among Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC,
    JPMorgan Chase Bank, as administrative agent, J.P. Morgan
    Securities Inc. and Banc of America Securities LLC, as joint
    bookrunners and joint lead arrangers, J.P. Morgan Europe,
    Limited, as London Agent, and Bank of America, N.A., Lehman
    Commercial Paper Inc., Wachovia Bank, National Association and
    Deutsche Bank Trust Company Americas, as co-syndication agents
    (incorporated by reference to Exhibit 10.1 to Dex Media,
    Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.62

Third Amendment, dated as of
    June 11, 2004, to the Credit Agreement, dated as of
    November 8, 2002, as amended and restated as of
    October 31, 2003, by and among Dex Media, Inc., Dex Media
    East, Inc., Dex Media East LLC, JPMorgan Chase Bank, as
    administrative agent, J.P. Morgan Securities Inc. and Banc
    of America Securities LLC, as joint bookrunners and joint lead
    arrangers, and Bank of America, N.A., Wachovia Bank, National
    Association, Lehman Commercial Paper Inc. and Deutsche Bank
    Trust Company Americas, as co-syndication agents (incorporated
    by reference to Exhibit 10.2 to Dex Media, Inc.s
    Registration Statement on
    Form S-1
    and amendments thereto, declared effective by the Securities and
    Exchange Commission on July 21, 2004, Commission File
    No. 333-115489)10
.63

Fourth Amendment, dated as of
    November 24, 2004, to the Credit Agreement, dated as of
    November 8, 2002, as amended and restated as of
    October 31, 2003, by and among Dex Media, Inc., Dex Media
    East, Inc., Dex Media East LLC, JPMorgan Chase Bank, as
    administrative agent, J.P. Morgan Securities Inc. and Banc
    of America Securities LLC, as joint bookrunners and joint lead
    arrangers, and Bank of America, N.A., Wachovia Bank, National
    Association, Lehman Commercial Paper Inc. and Deutsche Bank
    Trust Company Americas, as co-syndication agents (incorporated
    by reference to Exhibit 10.3 to Dex Media, Inc.s
    Registration Statement on
    Form S-1,
    declared effective by the Securities and Exchange Commission on
    January 25, 2005, Commission file
    No. 333-121859) 88




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##### Table of Contents



Exhibit No.

Document10
.64

Fifth Amendment, dated as of
    June 16, 2005, to the Credit Agreement, dated as of
    November 8, 2002, as amended and restated as of
    July 27, 2004, by and among Dex Media, Inc., Dex Media
    East, Inc., Dex Media East LLC, JPMorgan Chase Bank, as
    administrative agent, J.P. Morgan Securities Inc. and Banc
    of America Securities LLC, as joint bookrunners and co-lead
    arrangers, and Bank of America, N.A., Wachovia Bank, National
    Association, Lehman Commercial Paper Inc. and Deutsche Bank
    Trust company Americas, as co-syndication agents (incorporated
    by reference to Exhibit 10.6 to Dex Media, Inc.s
    Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 4, 2005, Commission File No. 001-32249)10
.65

Guarantee and Collateral
    Agreement, dated as of November 8, 2002, by and among Dex
    Media East, Inc., Dex Media East LLC (f/k/a SGN LLC), Dex Media
    East Finance Co., LCI International, Inc. (Dex Media
    International, Inc.) and JPMorgan Chase Bank, as collateral
    agent (incorporated by reference to Exhibit 10.2 to Dex
    Media, Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.66

Agreement to Amend and Restate,
    dated December 13, 2005, among the Company and lenders that
    are party to the Credit Agreement, dated as of November 8,
    2002, as amended, referenced therein (incorporated by reference
    to Exhibit 10.4 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 19, 2005, Commission File No. 001-07155)10
.67#

Amended and Restated Credit
    Agreement, dated January 31, 2006, by and among Dex Media,
    Inc. (f/k/a Forward Acquisition Corp.), Dex Media East, Inc.,
    Dex Media East LLC, JPMorgan Chase Bank, N.A., as administrative
    agent, and the other entities from time to time parties thereto
    (incorporated by reference to Exhibit 10.3 to Dex Media,
    Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)10
.68

Reaffirmation Agreement, dated
    January 31, 2006, by and among Dex Media, Inc. (f/k/a
    Forward Acquisition Corp.), Dex Media East, Inc., Dex Media East
    LLC and JPMorgan Chase Bank, N.A., as administrative agent
    (incorporated by reference to Exhibit 10.4 to Dex Media,
    Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)10
.69#

Credit Agreement, dated as of
    September 9, 2003, among Dex Media, Inc., Dex Media West,
    Inc., Dex Media West LLC, JPMorgan Chase Bank, as administrative
    agent, J.P. Morgan Securities Inc. and Banc of America
    Securities LLC, as joint bookrunners and joint lead arrangers,
    and Bank of America, N.A., Wachovia Bank, National Association,
    Lehman Commercial Paper Inc. and Deutsche Bank Trust Company
    Americas, as co-syndication agents (incorporated by reference to
    Exhibit 10.4 to Dex Media, Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472).
    This Credit Agreement has been amended and restated.10
.70

First Amendment, dated as of
    October 31, 2003, to the Credit Agreement, dated as of
    September 9, 2003, among Dex Media, Inc., Dex Media West,
    Inc., Dex Media West LLC, JPMorgan Chase Bank, as administrative
    agent, J.P. Morgan Securities Inc. and Banc of America
    Securities LLC, as joint bookrunners and joint lead arrangers,
    and Bank of America, N.A., Wachovia Bank, National Association,
    Lehman Commercial Paper Inc. and Deutsche Bank Trust Company
    Americas, as co-syndication agents (incorporated by reference to
    Exhibit 10.5 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472).
    This Credit Agreement has been amended and restated.10
.71

Second Amendment, dated as of
    June 11, 2004, to the Credit Agreement, dated as of
    September 9, 2003, as amended as of October 31, 2003,
    by and among Dex Media, Inc., Dex Media West, Inc., Dex Media
    West LLC, JPMorgan Chase Bank, as administrative agent,
    J.P. Morgan Securities Inc. and Banc of America Securities
    LLC, as joint bookrunners and joint lead arrangers, and Bank of
    America, N.A., Wachovia Bank, National Association, Lehman
    Commercial Paper Inc. and Deutsche Bank Trust Company Americas,
    as co-syndication agents (incorporated by reference to
    Exhibit 10.7 to Dex Media, Inc.s Registration
    Statement on
    Form S-1,
    declared effective by the Securities and Exchange Commission on
    July 21, 2004, Commission File
    No. 333-115489).
    This Credit Agreement has been amended and restated. 89




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##### Table of Contents



Exhibit No.

Document10
.72

Third Amendment, dated as of
    November 24, 2004, to the Credit Agreement, dated as of
    September 9, 2003, among Dex Media, Inc., Dex Media West,
    Inc., Dex Media West LLC JPMorgan Chase Bank, N.A. (formerly
    known as JPMorgan Chase Bank), as administrative agent,
    J.P. Morgan Securities Inc. and Banc of America Securities
    LLC, as joint bookrunners and joint lead arrangers, and Bank of
    America, N.A., Wachovia Bank, National Association, Lehman
    Commercial Paper Inc. and Deutsche Bank Trust Company Americas,
    as co-syndication agents (incorporated by reference to
    Exhibit 10.9 to Dex Media, Inc.s Registration
    Statement on
    Form S-1,
    declared effective by the Securities and Exchange Commission on
    January 25, 2005, Commission File
    No. 333-121859).
    This Credit Agreement has been amended and restated.10
.73

Fourth Amendment, dated as of
    June 16, 2005, to the Credit Agreement dated as of
    September 9, 2003, as amended and restated as of
    July 27, 2004, by and among Dex Media, Inc., Dex Media
    West, Inc., Dex Media West LLC, JPMorgan Chase Bank, N.A., as
    administrative agent, J.P. Morgan Securities Inc. and Banc
    of America Securities LLC, as joint bookrunners and co-lead
    arrangers, and Bank of America, N.A., Wachovia Bank, National
    Association, Lehman Commercial Paper Inc. and Deutsche Bank
    Trust Company Americas, as co-syndication agents (incorporated
    by reference to Exhibit 10.5 to Dex Media, Inc.s
    Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 4, 2005, Commission File No. 001-32249). This Credit
    Agreement has been amended and restated.10
.74

Guarantee and Collateral
    Agreement, dated as of September 9, 2003, among Dex Media
    West, Inc., Dex Media West LLC, Dex Media West Finance Co. and
    JPMorgan Chase Bank, as collateral agent (incorporated by
    reference to Exhibit 10.7 to Dex Media, Inc.s
    Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.75

Agreement to Amend and Restate,
    dated December 13, 2005, among the Company and the lenders
    that are party to the Credit Agreement, dated as of
    September 9, 2003, as amended, referenced therein
    (incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 19, 2005, Commission File No. 001-07155)10
.76#

Amended and Restated Credit
    Agreement, dated January 31, 2006, by and among Dex Media,
    Inc. (f/k/a Forward Acquisition Corp.), Dex Media West, Inc.,
    Dex Media West LLC, JPMorgan Chase Bank, N.A., as administrative
    agent, and the other entities from time to time parties thereto
    (incorporated by reference to Exhibit 10.1 to Dex Media,
    Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)10
.77

Reaffirmation Agreement, dated
    January 31, 2006, by and among Dex Media, Inc. (f/k/a
    Forward Acquisition Corp.), Dex Media West, Inc., Dex Media West
    LLC, JPMorgan Chase Bank, N.A., as administrative agent
    (incorporated by reference to Exhibit 10.2 to Dex Media,
    Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)10
.78#

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
.79

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
.80

Sponsor Stockholders Agreement,
    dated as of October 3, 2005, among the Company, Welsh,
    Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC
    and WD Investors LLC (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155) 90




---



##### Table of Contents



Exhibit No.

Document10
.81

Sponsor Stockholders Agreement,
    dated as of October 3, 2005, among the Company, Carlyle
    Partners III, L.P., CP III Coinvestment, L.P., Carlyle
    High Yield Partners, L.P., Carlyle-Dex Partners L.P. and
    Carlyle-Dex Partners II, L.P. (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155)10
.82

Support Agreement, dated
    October 3, 2005, among the Company, Welsh, Carson,
    Anderson & Stowe IX, L.P., WD GP Associates LLC and WD
    Investors LLC. (incorporated by reference to Exhibit 10.3
    to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155)10
.83

Support Agreement, dated
    October 3, 2005, among the Company, Carlyle Partners III,
    L.P., CP III Coinvestment, L.P., Carlyle High Yield
    Partners, L.P., Carlyle-Dex Partners L.P. and Carlyle-Dex
    Partners II, L.P. (incorporated by reference to
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155)10
.84#

Stock Purchase and Support
    Agreement, dated as of October 3, 2005, among the Company
    and the stockholders listed on Schedule A attached thereto
    (incorporated by reference to Exhibit 10.5 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155)10
.85*^

Board of Director Compensation Plan21
*

Subsidiaries of the Company23
.1*

Consent of Pricewaterhouse Coopers
    LLP, Independent Registered Public Accounting Firm31
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 by David C. Swanson,
    Chief Executive Officer of R.H. Donnelley Corporation under
    Section 302 of the Sarbanes-Oxley Act31
.2*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 by Steven M. Blondy,
    Executive Vice President and Chief Financial Officer of R.H.
    Donnelley Corporation under Section 302 of the
    Sarbanes-Oxley Act31
.3*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 by David C. Swanson,
    Chief Executive Officer of R.H. Donnelley Inc. under
    Section 302 of the Sarbanes-Oxley Act31
.4*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 by Steven M. Blondy,
    Executive Vice President and Chief Financial Officer of R.H.
    Donnelley Inc. under Section 302 of the Sarbanes-Oxley Act32
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 under
    Section 906 of the Sarbanes-Oxley Act by David C. Swanson,
    Chief Executive Officer, and Steven M. Blondy, Executive Vice
    President and Chief Financial Officer, for R.H. Donnelley
    Corporation32
.2*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 under
    Section 906 of the Sarbanes-Oxley Act by David C. Swanson,
    Chief Executive Officer, and Steven M. Blondy, Executive 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. 91




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##### Table of Contents

SIGNATURES



Form 10-K








| |     |                          
| | --- | -------------------------
| | By: | /s/  David
    C. Swanson





Chief Executive Officer and Director








|                                                    |  |                                                                                            |  |                |  | 
|--------------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | -------------- |  | 
|/s/  David
    C. Swanson(David
    C. Swanson)     |  | Chief Executive
    Officer and Director
    (Principal Executive Officer)                 |  | March 15, 2006
|                                                    |  |                                                                                            |  |               
|/s/  George
    A. Burnett(George
    A. Burnett)   |  | Chairman of the Board                                                                      |  | March 15, 2006
|                                                    |  |                                                                                            |  |               
|/s/  Steven
    M. Blondy(Steven
    M. Blondy)     |  | Executive Vice President and
    Chief Financial Officer
    (Principal Financial Officer) |  | March 15, 2006
|                                                    |  |                                                                                            |  |               
|/s/  Jeffrey
    A. Smith(Jeffrey
    A. Smith)     |  | Vice President and Controller
    (Co-Principal Accounting Officer)                        |  | March 15, 2006
|                                                    |  |                                                                                            |  |               
|/s/  Robert
    A. Gross(Robert
    A. Gross)       |  | Vice
    President  Finance and
    Administration
    (Co-Principal Accounting Officer)  |  | March 15, 2006
|                                                    |  |                                                                                            |  |               
|/s/  James
    A. Attwood(James
    A. Attwood)     |  | Director                                                                                   |  | March 15, 2006
|                                                    |  |                                                                                            |  |               
|/s/  Michael
    P. Connors(Michael
    P. Connors) |  | Director                                                                                   |  | March 15, 2006
|                                                    |  |                                                                                            |  |               
|/s/  Nancy
    E. Cooper(Nancy
    E. Cooper)       |  | Director                                                                                   |  | March 15, 2006
|                                                    |  |                                                                                            |  |               
|/s/  Anthony
    Denicola(Anthony
    deNicola)     |  | Director                                                                                   |  | March 15, 2006
|                                                    |  |                                                                                            |  |               
|/s/  R.
    Glenn Hubbard(R.
    Glenn Hubbard)     |  | Director                                                                                   |  | March 15, 2006
|                                                    |  |                                                                                            |  |               
|/s/  Robert
    Kamerschen(Robert
    Kamerschen)   |  | Director                                                                                   |  | March 15, 2006

92



---



##### Table of Contents



|                                                          |  |          |  |                |  | 
|--------------------------------------------------------- |  | -------- |  | -------------- |  | 
|                                                          |  |          |  |               
|/s/  Russell
    T. Lewis(Russell
    T. Lewis)           |  | Director |  | March 15, 2006
|                                                          |  |          |  |               
|/s/  Alan
    F. Schultz(Alan
    F. Schultz)             |  | Director |  | March 15, 2006
|                                                          |  |          |  |               
|/s/  David
    M. Veit(David
    M. Veit)                 |  | Director |  | March 15, 2006
|                                                          |  |          |  |               
|/s/  Barry
    Lawson Williams(Barry
    Lawson Williams) |  | Director |  | March 15, 2006
|                                                          |  |          |  |               
|/s/  Edwina
    Woodbury(Edwina
    Woodbury)             |  | Director |  | March 15, 2006



93



---



##### Table of Contents



SIGNATURES
  Form 10-K
    By:
    /s/  David
    C. Swanson   Chief Executive Officer and Director
    /s/  David
    C. Swanson(David
    C. Swanson)

Chief Executive Officer and
    Director (Principal Executive Officer)

March 15, 2006/s/  Steven
    M. Blondy(Steven
    M. Blondy)

Executive Vice President and
    Chief Financial Officer and Director (Principal Financial
    Officer)

March 15, 2006/s/  Jeffrey
    A. Smith(Jeffrey
    A. Smith)

Vice President and Controller
    (Co-Principal Accounting Officer)

March 15, 2006/s/  Robert
    A. Gross(Robert
    A. Gross)

Vice President  
    Finance and
    Administration
    (Co-Principal Accounting Officer)

March 15, 2006/s/  Robert
    J. Bush(Robert
    J. Bush)

Director

March 15, 2006  94




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Document3
.6*

Certificate of Incorporation, as
    amended, of Dex Media Inc. (f/k/a Forward Acquisition
    Corporation)3
.7*

Bylaws of Dex Media, Inc. (f/k/a
    Forward Acquisition Corporation)10
.21*

Form of R.H. Donnelley Corporation
    Restricted Stock Units Agreement under 2005 Plan10
.85*

Board of Director Compensation Plan21*


Subsidiaries of the Company23
.1*

Consent of PricewaterhouseCoopers
    LLP, Independent Registered Public Accounting Firm31
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 by David C. Swanson,
    Chief Executive Officer of R.H. Donnelley Corporation under
    Section 302 of the Sarbanes-Oxley Act31
.2*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 by Steven M. Blondy,
    Executive Vice President and Chief Financial Officer of R.H.
    Donnelley Corporation under Section 302 of the
    Sarbanes-Oxley Act31
.3*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 by David C. Swanson,
    Chief Executive Officer of R.H. Donnelley Inc. under
    Section 302 of the Sarbanes-Oxley Act31
.4*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 by Steven M. Blondy,
    Executive Vice President and Chief Financial Officer of R.H.
    Donnelley Inc. under Section 302 of the Sarbanes-Oxley Act32
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 under
    Section 906 of the Sarbanes-Oxley Act by David C. Swanson,
    Chief Executive Officer, and Steven M. Blondy, Executive Vice
    President and Chief Financial Officer, for R.H. Donnelley
    Corporation32
.2*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2005 under
    Section 906 of the Sarbanes-Oxley Act by David C. Swanson,
    Chief Executive Officer, and Steven M. Blondy, Executive Vice
    President and Chief Financial Officer, for R.H. Donnelley Inc.     *
    
    Filed herewith 95