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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, 2007oro

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
  o þ
  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     Smaller
    reporting
    company o
  Rule 12b-2 o þ




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Documents
    Incorporated By Reference
  Part IIIItem 10


Directors, Executive Officers and Corporate Governance


Information responsive to this Item can be found under the
    captions Board of Directors and Other
    Information  Section 16(a) Beneficial Ownership
    Reporting Compliance in the Companys Proxy Statement
    to be filed with the Commission on or prior to April 29,
    2008.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 29, 2008.Item 12


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


Information responsive to this Item can be found under the
    captions Director and Executive Compensation 
    Equity Plan Compensation Information and 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 29, 2008.Item 13


Certain Relationships and Related Transactions and Director
    Independence


Information responsive to this Item can be found under the
    captions Board of Directors  Corporate
    Governance Matters and  Independence and
    Financial Expertise Determinations and 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 29, 2008.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 29, 2008.




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##### 



TABLE OF
    CONTENTS
  PART IItem 1.

Business


1Item 1A.

Risk Factors


16Item 1B.

Unresolved Staff Comments


27Item 2.

Properties


28Item 3.

Legal Proceedings


28Item 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


30Item 6.

Selected Financial Data


32Item 7.

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


35Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


82Item 8.

Financial Statements and Supplementary Data


F-1Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosures


85Item 9A.

Controls and Procedures


85Item 9B.

Other Information


85PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


86Item 11.

Executive Compensation


86Item 12.

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


86Item 13.

Certain Relationships and Related Transactions
    and Director Independence


86Item 14.

Principal Accountant Fees and Services


86PART IVItem 15.

Exhibits and Financial Statement Schedules


87Signatures


98Exhibit 3.2Exhibit 21.1Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32.1




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PART I  ITEM 1.
    BUSINESS.  General
  (919) 297-1600. www.rhd.com www.sec.gov
    Corporate
    Overview
    tm tm ®
    ® ® ®
 1




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Significant
    Business Developments
  Acquisition
  business-to-business
  Debt
    Refinancing
  Series A-4 (Series A-4 Series A-4 A-4, D-1, D-2
     2




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Long-Term
  Share
    Repurchases
  Rule 10b-18
  Historical
    Overview
           3




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
    Building RHD into a leading publisher of yellow pages
    directories and provider of online commercial search services;
    Adding leading Internet advertising talent and technology, to
    strengthen RHDs position in the expanding local commercial
    search market and to develop an online performance based
    advertising network;
    Enhancing our local Internet Marketing capabilities and
    offerings.  Form 10-K
      Segment
    Reporting
    Business
    Overview
   4




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up-to-date
    Products
    and Services
    Print
    Products
        Yellow
    Pages
      Listing options
  In-column
    advertising options
 5




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in-column In-column
  Display advertising options
  White
    Pages
    in-column
  Specialty/Awareness
    Products
  in-column
  Online
    Products and Services
      
    Internet Yellow Pages  DexKnows.com;
    Internet Marketing  Dex Search Marketing;
    Business Search Engine and directory and performance based
    advertising  Business.com,
    Work.com
    and the Business.com Advertising Network.  DexKnows.com
   6




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##### Table of Contents



e-mail
  in-region out-of-region out-of-region 14-state
      ®
  
    Featured Listings sponsored listings with
    guaranteed placement on the first or second results pages for
    broader exposure in a specific geography or category.
    Enhanced Listings sponsored listings that
    offer the ability to add a detailed description of their
    business, photos, a tagline and coupons to create greater online
    visibility for businesses and enhance their appearance within
    organic results.
    Yahoo! Maps Business Listings sponsored
    listings within the context of a map-based view.
    Yahoo! Yellow Pages DexKnows.com advertisers
    are given a presence in the search results for Yahoo! Yellow
    Pages search.  Dex
    Search Marketing
      
    Storefront Profile constructs a simple but
    content rich presence on the web for the advertiser that is
    highly optimized to rank well within the organic portion of
    search engine results pages. 7




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
    Distribution provides the advertisers
    information and business information to multiple local search
    platforms including Yahoo! Local, Google Local, and Local.com.
    Paid Search develops, deploys, and manages
    effective search marketing campaigns across major search
    platforms, such as Google and Yahoo!, on behalf of the
    advertiser.
    Reporting provides transparent, real-time
    results, such as click and call activity that occurs on the
    advertisers Storefront Profile.      Qwest
      AT&T
    and Embarq
       8




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Business.com
  cost-per-click
  business-to-business
  Business
    Cycle Overview
  12-month 12-month
  Sales
        Premise local marketing consultants
  Telephone local marketing consultants
 9




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Locally centralized sales
      Marketing
      Publishing
    and Information Services
  ®
  Printing
    and Distribution
   10




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Credit,
    Collections and Bad Debt Expense
  12-month 12-month
  and/or
    Competition
     11




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business-to-business
  ® ® ®
   12




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Raw
    Materials
    Intellectual
    Property
    and/or
        business-to-business
  
    improve the consumer experience on DexKnows.com;
    implement performance based advertising (PBA) on
    DexKnows.com; and
    implement an advertising network for DexKnows.com. 13




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and/or
    Employees
    Executive
    Officers of the Registrant
    Name

Age

Position(s)David C. Swanson


53


Chairman of the Board and Chief Executive OfficerPeter J. McDonald


57


President and Chief Operating OfficerSteven M. Blondy


48


Executive Vice President and Chief Financial OfficerGeorge F. Bednarz


54


Senior Vice President  OperationsRobert J. Bush


42


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


64


Senior Vice President of Information Technology and Publishing
    ServicesTyler D. Gronbach


39


Senior Vice President of Corporate Communications and
    AdministrationMargaret LeBeau


49


Senior Vice President and Chief Marketing OfficerGretchen Zech


38


Senior Vice President  Human ResourcesJenny L. Apker


50


Vice President and TreasurerR. Barry Sauder


48


Vice President, Corporate Controller and Chief Accounting
    Officer*     *
    
    Following the filing of this Annual Report on
    Form 10-K,
    Mr. Sauder will assume the role of Principal Accounting
    Officer. Until that time, Karen E. Palczuk remains RHDs
    Principal Accounting Officer and will sign this Annual Report on
    Form 10-K. 14




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David C. Swanson
  Peter J. McDonald
  Steven M. Blondy
  George F. Bednarz start-up
  Robert J. Bush
  Alan R. Duy
 15




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Tyler D. Gronbach
  Margaret LeBeau
  Gretchen Zech
  Jenny L. Apker
  R. Barry Sauder e-commerce
  ITEM 1A.
    RISK
    FACTORS  Forward-Looking
    Information
  Form 10-K
 16




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1) Our
    ability to meet substantial debt service
    obligations
      
    our ability to obtain additional financing in excess of the
    borrowing capacity under the revolving portions of the various
    credit facilities of our subsidiaries on satisfactory terms to
    fund working capital requirements, capital expenditures,
    acquisitions, investments, debt service requirements, stock
    repurchases, dividends 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 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;
    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
   17




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
    incur additional debt;
    pay dividends on, redeem or repurchase capital stock, which in
    the case of our restricted subsidiaries could adversely affect
    the ability of RHD to satisfy its obligations under its notes;
    make certain investments;
    enter into certain types of transactions with affiliates;
    expand into unrelated businesses;
    create liens;
    sell certain assets or merge with or into other
    companies; and
    designate subsidiaries as unrestricted subsidiaries.      3) Competition
     18




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19




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4) Usage
    of printed yellow pages directories and changes in
    technology
  Internet-based business-to-business Internet-based
    
    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.  Internet-based Internet-based
  Internet-based
  5) Recognition
    of impairment charges for our intangible assets or
    goodwill
  Accounting for the
 20




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Impairment or Disposal of
    Long-lived
    Assets Goodwill and Other
    Intangible Assets
      6) Information
    technology modernization effort and related IT
    matters
  Web-based,
    day-to-day
 21




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7) Impact
    of bankruptcy proceedings against Qwest, Embarq or AT&T
    during the term of the respective commercial
    arrangements
        
    Any of them, or a trustee acting on their behalf, could seek to
    reject our agreements with them as executory
    contracts under U.S. bankruptcy law, thus allowing them to
    avoid their 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.
    Any of them, or a trustee acting on their behalf, could seek to
    sell certain of their assets, including the assets relating to
    their 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
    rights under the respective directory service license and
    publishing agreements, trademark license agreements and
    non-competition agreements with our telecommunications partners.
    In the case of 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
    Qwest 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.  non-competition
 22




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8) The
    inability to enforce any of our key agreements with Sprint,
    Embarq, AT&T or Qwest
  non-competition non-competition non-competition non-competition non-compete spin-off non-competition non-competition
    
    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.  non-competition non-competition non-competition non-competition
  and/or
  9) Future
    changes in directory publishing obligations in Qwest and
    AT&T markets and other regulatory matters
   23




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10) Reliance
    on, and extension of credit to, small and medium-sized
    businesses
   24




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11) Dependence
    on third-party providers of printing, distribution, delivery,
    and IT services
          in-house
  12) Fluctuations
    in the price and availability of paper
   25




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13) The
    sale of advertising to national accounts is coordinated by third
    parties that we do not control
      14) 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.  15) Work
    stoppages or increased unionization among our sales
    force
   26




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16) Turnover
    among our sales force or key management
  and/or
    17) The
    loss of important intellectual property rights
    18) Legal
    Proceedings
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   27




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ITEM 2.
    PROPERTIES    ApproximateSquare




LeaseProperty Location

Footage


Purpose

ExpirationAurora,
    CO(1)(3)


200,000


Sales and Operations

2008Englewood,
    CO(1)(4)


161,000


Sales and Administration

2008Cary, NC


122,000


Corporate Headquarters

2015Omaha,
    NE(1)


103,000


Sales and Operations

2010Chicago,
    IL(2)


100,000


Sales and Operations

2012Phoenix,
    AZ(1)


58,000


Sales and Operations

2017Morrisville,
    NC(2)


55,000


Pre-Press Publishing

2011Maple Grove,
    MN(1)


53,000


Sales and Operations

2017Overland Park,
    KS(2)


52,000


Sales and Operations

2009Beaverton,
    OR(1)


44,000


Sales and Operations

2016Bellevue,
    WA(1)


42,000


Sales and Operations

2018Bristol,
    TN(2)


25,000


Graphics Operations

OwnedMurray,
    UT(1)


25,000


Sales and Operations

2009Fort Myers,
    FL(2)


21,000


Sales and Operations

2016Tinley Park,
    IL(2)


21,000


Sales and Operations

2017Dunmore,
    PA(2)


20,000


Graphics Operations

2009Lombard,
    IL(2)


20,000


Sales and Operations

2010     (1)
    
    Represents facilities utilized by Dex Media, Inc., our direct
    wholly-owned subsidiary, and its direct and indirect
    subsidiaries, to conduct their operations.(2)
    
    Represents facilities utilized by R.H. Donnelley Inc., our
    direct wholly-owned subsidiary, and its direct subsidiaries, to
    conduct their operations.(3)
    
    The Company has entered into a new lease agreement in Englewood,
    CO, which will become effective upon the expiration of the
    existing lease in November 2008. The new lease expires in
    October 2018 and includes approximately 137,000 square feet
    of office space.(4)
    
    The Company has entered into a new lease agreement in Lone Tree,
    CO, which will become effective upon the expiration of the
    existing lease in October 2008. The new lease expires in
    September 2019 and includes approximately 143,000 square
    feet of office space.      ITEM 3.
    LEGAL
    PROCEEDINGS     28




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ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   29




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    for Registrants Common Equity and Related Stockholder
    Matters
    2007


2006High


Low


High


Low1st Quarter

$
76.21


$
61.91


$
66.33


$
56.912nd Quarter

$
84.49


$
70.67


$
58.48


$
50.203rd Quarter

$
78.10


$
55.34


$
55.49


$
48.034th Quarter

$
64.63


$
33.70


$
64.28


$
51.49          30




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Issuer
    Purchases of Equity Securities
    Total Number


Approximateof Shares


Dollar ValuePurchased


of Shares thatas Part of


May Yet BeTotal


Average


the Publicly


PurchasedNumber


Price


Announced


Under theof Shares


Paid Per


Repurchase


RepurchasePeriod

Purchased


Share


Program(1)


Program(1)December 1 - 31, 2007


2,538,268


$
37.68



2,538,268


$
4,360,609Total


2,538,268


$
37.68



2,538,268     (1)
    
    In November 2007, the Companys Board of Directors
    authorized a $100.0 million stock repurchase plan, which
    was announced by the Company on December 4, 2007. This
    authorization permits the Company to purchase its shares of
    common stock in the open market pursuant to
    Rule 10b-18
    of the Securities Exchange Act of 1934 or through block trades
    or otherwise over the following twelve months, based on market
    conditions and other factors, which purchases may be made or
    suspended at any time. Share repurchases under this plan
    commenced in December 2007. 31




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Reclassifications
    Year Ended December 31, 2006AsPreviously





AsReported


Reclass


Reclassified(In thousands)Net revenue

$
1,895,921


$
3,376


$
1,899,297Cost of revenue


987,056



(645,004
)


342,052Selling and support expenses






656,014



656,014General and administrative expenses


142,418



(7,634
)


134,784     32




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Years Ended December 31,2007(1)


2006(2)


2005(3)


2004
    (3)(4)


2003(4)(In thousands, except share and per share data)Statements of Operations DataNet revenue

$
2,680,299


$
1,899,297


$
956,631


$
603,116


$
256,445Partnership income














77,967



114,052Operating income


904,966



442,826



375,241



291,748



92,526Net income (loss)


46,859



(237,704
)


67,533



70,312



(49,953
)Preferred dividend






1,974



11,708



21,791



58,397(Gain) loss on repurchase of Preferred
    Stock(6)






(31,195
)


133,681







Accretion of Preferred Stock to redemption
    value(6)










211,020







Income (loss) available to common shareholders

$
46,859


$
(208,483
)

$
(288,876
)

$
48,521


$
(108,350
)Earnings (Loss) Per ShareBasic

$
0.66


$
(3.14
)

$
(9.10
)

$
1.19


$
(3.53
)Diluted

$
0.65


$
(3.14
)

$
(9.10
)

$
1.15


$
(3.53
)Shares Used in Computing Earnings (Loss) Per ShareBasic


70,932



66,448



31,731



31,268



30,683Diluted


71,963



66,448



31,731



32,616



30,683Balance Sheet
    Data(5)Total assets

$
16,089,093


$
16,147,468


$
3,873,918


$
3,978,922


$
2,538,734Long-term debt, including current maturities


10,175,649



10,403,152



3,078,849



3,127,342



2,092,133Preferred
    Stock(6)










334,149



216,111



198,223Shareholders equity (deficit)


1,822,736



1,820,756



(291,415
)


17,985



(56,245
)     (1)
    
    Financial data for the year ended December 31, 2007
    includes the results of Business.com commencing August 23,
    2007.(2)
    
    Financial data for the year ended December 31, 2006
    includes the results of the Dex Media Business commencing
    February 1, 2006. Net revenue, operating income, net loss
    and 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 Dex Media Business prior to and in the month of the
    Dex Media Merger. See Item 7 Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations for further discussion of these items.(3)
    
    Financial data includes the results of the AT&T Directory
    Business commencing September 1, 2004. For the years ended
    December 31, 2005 and 2004, net revenue, operating income,
    net income 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 AT&T Directory
    Business prior to and in the month of the acquisition. See
    Item 7 Managements Discussion and Analysis of
    Financial Condition and Results of Operations for further
    discussion of these items.(4)
    
    Financial data includes the results of the Embarq Directory
    Business commencing January 3, 2003. For the years ended
    December 31, 2004 and 2003, net revenue, operating income,
    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 Embarq
    Directory Business prior to and in the month of the acquisition.
    See Item 7 Managements 33




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Discussion  and Analysis of Financial Condition and Results of
    Operations for further discussion of these items.(5)
    
    In connection with the Business.com Acquisition on
    August 23, 2007, Dex Media Merger on January 31, 2006,
    AT&T Directory Acquisition on September 1, 2004 and
    the Embarq Acquisition on January 3, 2003, we incurred a
    significant amount of debt. We also issued Preferred Stock in
    November 2002 and January 2003 in connection with the Embarq
    Acquisition. Therefore, our cash and debt balances during these
    periods were higher than in prior periods.(6)
    
    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 an increase to loss available to
    common shareholders on the consolidated statement of operations
    of $133.7 million to reflect the loss on the repurchase of
    these shares for the year ended December 31, 2005. On
    January 27, 2006, we completed the GS Repurchase
    whereby we repurchased the remaining 100,301 shares of our
    outstanding Preferred Stock from the GS Funds for
    $336.1 million in cash, including accrued cash dividends
    and interest. Based on the terms of the stock purchase
    agreement, the GS Repurchase became a probable event on
    October 3, 2005, requiring the recorded value of the
    Preferred Stock to be accreted to its redemption value of
    $334.1 million at December 31, 2005 and
    $336.1 million at January 27, 2006. The accretion to
    redemption value of $211.0 million and $2.0 million
    (which represented accrued dividends and interest) for the years
    ended December 31, 2005 and 2006, respectively, has been
    recorded as an increase to loss available to common shareholders
    on the consolidated statements of operations. In conjunction
    with the GS Repurchase, we also reversed the previously
    recorded beneficial conversion feature (BCF) related
    to these shares and recorded a decrease to loss available to
    common shareholders on the consolidated statement of operations
    of approximately $31.2 million for the year ended
    December 31, 2006. 34




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Corporate
    Overview
    tm tm ®
    ® ® ®
    Significant
    Business Developments
  Acquisition
   35




---



##### Table of Contents



business-to-business
    Debt
    Refinancing
  Series A-4 (Series A-4 Series A-4 Loans A-4,
         36




---



##### Table of Contents



Share
    Repurchases
  Rule 10b-18
  Forward-Looking
    Information
  Form 10-K Form 10-K.
  Acquisitions
         37




---



##### Table of Contents



38




---



##### Table of Contents




    Building RHD into a leading publisher of yellow pages
    directories and provider of online commercial search services;
    Adding leading Internet advertising talent and technology, to
    strengthen RHDs position in the expanding local commercial
    search market and to develop an online performance based
    advertising network;
    Enhancing our local Internet Marketing capabilities and
    offerings.    Segment
    Reporting
    Critical
    Accounting Estimates
   39




---



##### Table of Contents



Intangible
    Assets and Goodwill Valuation and Amortization
    Accounting for the
    Impairment or Disposal of Long-Lived Assets
  Goodwill and Other Intangible Assets
         40




---



##### Table of Contents



Income
    Taxes
  Accounting for
    Income Taxes
  Accounting for Uncertainty in Income Taxes: An Interpretation
    of FASB Statement No. 109
          Allowance
    for Doubtful Accounts and Sales Claims
   41




---



##### Table of Contents



Pension
    Benefits
    Stock-Based
    Compensation
  Share-Based Payment
  December 31, 2007

December 31, 2006Expected volatility

23.5%

28.2%Risk-free interest rate

4.5%

4.4%Expected life

5 Years

5 yearsForfeiture rate

5.0%

5.0%Dividend yield

0%

0%  42




---



##### Table of Contents



New
    Accounting Pronouncements
  Business
    Combinations Business Combinations
    The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Fair Value Measurements
   43




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Year
    Ended December 31, 2007 compared to Year Ended
    December 31, 2006
  Factors
    Affecting Comparability
  Reclassifications
    Year Ended December 31, 2006As PreviouslyReported


Reclass


As Reclassified(Amounts in millions)Net revenue

$
1,895.9


$
3.4


$
1,899.3Cost of revenue


987.1



(645.0
)


342.1Selling and support expenses






656.0



656.0General and administrative expenses


142.4



(7.6
)


134.8   Acquisitions
   44




---



##### Table of Contents



GAAP Reported
    Results
  Net
    Revenue
    For the Years Ended December 31,2007


2006


$ Change(Amounts in millions)Gross directory advertising revenue

$
2,697.3


$
1,907.3


$
790.0Sales claims and allowances


(54.8
)


(41.9
)


(12.9
)Net directory advertising revenue


2,642.5



1,865.4



777.1Other revenue


37.8



33.9



3.9Total net revenue

$
2,680.3


$
1,899.3


$
781.0            45




---



##### Table of Contents



Expenses
    For the Years Ended December 31,2007


2006


$ Change(Amounts in millions)Cost of revenue

$
450.3


$
342.1


$
108.2Selling and support expenses


716.3



656.0



60.3General and administrative expenses


145.6



134.8



10.8Depreciation and amortization


463.1



323.6



139.5Total expenses

$
1,775.3


$
1,456.5


$
318.8      46




---



##### Table of Contents



Cost
    of Revenue
    $ Change(Amountsin millions)Expenses related to the Dex Media Business excluded from the
    year ended December 31, 2006 due to purchase accounting
    from the Dex Media Merger

$
119.3Increased internet production and distribution costs


37.2Increased print, paper and distribution costs


10.9Decreased cost uplift expense (defined below)


(49.3
)Decreased barter expense


(8.0
)All other, net


(1.9
)Total increase in cost of revenue for the year ended
    December 31, 2007

$
108.2            47




---



##### Table of Contents



Selling
    and Support Expenses
    $ Change(Amountsin millions)Expenses related to the Dex Media Business excluded from the
    year ended December 31, 2006 due to purchase accounting
    from the Dex Media Merger

$
100.7Increased advertising and branding expenses


22.5Decreased cost uplift expense


(45.8
)Decreased commissions and salesperson costs


(9.5
)All other, net


(7.6
)Total increase in selling and support expenses for the year
    ended
    December 31, 2007

$
60.3              48




---



##### Table of Contents



General
    and Administrative Expenses
    $ Change(Amountsin millions)Increase in information technology (IT) expenses

$
7.3Decreased general corporate expenses


(3.8
)All other, net


7.3Total increase in G&A expenses for the year ended
    December 31, 2007

$
10.8         Depreciation
    and Amortization
     49




---



##### Table of Contents



Operating
    Income
    For the Years Ended December 31,2007


2006


$ Change(Amounts in millions)Total

$
905.0


$
442.8


$
462.2     Non-operating
    Income
    Interest
    Expense, Net
        Provision
    (Benefit) for Income Taxes
   50




---



##### Table of Contents



Net
    Income (Loss), Loss Available to Common Shareholders and
    Earnings (Loss) Per Share
        Earnings Per Share No. 03-6, Participating Securities
 51




---



##### Table of Contents



and the Two-Class Method under FASB Statement 128 (EITF 03-6), EITF 03-6 EITF 03-6
  if-converted
    For the Years EndedDecember 31,2007


2006(Amounts in thousands, except percentages and per share
    amounts)Basic EPSIncome (loss) available to common shareholders

$
46,859


$
(208,483
)Amount allocable to common
    shareholders(1)


100
%


100
%Income (loss) allocable to common shareholders


46,859



(208,483
)Weighted average common shares outstanding


70,932



66,448Basic earnings (loss) per share

$
0.66


$
(3.14
)Diluted EPSIncome (loss) available to common shareholders

$
46,859


$
(208,483
)Amount allocable to common
    shareholders(1)


100
%


100
%Income (loss) allocable to common shareholders

$
46,859



(208,483
)Weighted average common shares outstanding


70,932



66,448Dilutive effect of stock awards and
    warrants(2)


1,031



Dilutive effect of Preferred Stock assuming
    conversion(2)






Weighted average diluted shares outstanding


71,963



66,448Diluted earnings (loss) per share

$
0.65


$
(3.14
)     (1)
    
    In computing EPS using the two-class method, we have not
    allocated the net loss reported for the year ended
    December 31, 2006 between common and preferred shareholders
    since preferred shareholders had no contractual obligation to
    share in the net loss.(2)
    
    Due to the loss allocable to common shareholders reported for
    the year ended December 31, 2006, the effect of all
    stock-based awards, warrants and the assumed conversion of the
    Preferred Stock were anti-dilutive and therefore are not
    included in the calculation of diluted EPS. For the years ended
    December 31, 2007 and 2006, 2,593 shares and
    2,263 shares, respectively, of stock-based awards had
    exercise prices that exceeded the average market price of the
    Companys common stock for the respective periods. For the
    year ended December 31, 2006, the assumed conversion of the
    Preferred Stock into 391 shares of common stock was
    anti-dilutive and therefore not included in the calculation of
    diluted EPS. 52




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##### Table of Contents



Non-GAAP Measures 
    Adjusted Pro Forma Amounts
    2007
    Reported GAAP Operating Income Compared to 2006 Adjusted
    Pro Forma Operating Income
    For the Year EndedDecember 31, 2007


For the Year Ended December 31, 2006Reported


Reported





AdjustedGAAP


GAAP


Adjustments


Pro Forma


$ Change(Amounts in millions)Net revenue

$
2,680.3


$
1,899.3


$
789.2
(1)

$
2,688.5


$
(8.2
)Expenses, other than depreciation and amortization


1,312.2



1,132.9



108.8
(2)


1,241.7



70.5Depreciation and amortization


463.1



323.6



20.5
(3)


344.1



119.0Operating income

$
905.0


$
442.8


$
659.9


$
1,102.7


$
(197.7
)     (1)
    
    Represents all deferred revenue for directories that published
    prior to the Dex Media Merger, which would have been recognized
    during the period absent purchase accounting required under
    GAAP. Adjustments also include GAAP revenue for January 2006 as
    reported by Dex Media.(2)
    
    Represents (a) certain deferred expenses for directories
    that published prior to the Dex Media Merger, which would have
    been recognized during the period absent purchase accounting
    required under GAAP, (b) GAAP expenses for January 2006 as
    reported by Dex Media, (c) exclusion of transaction
    expenses reported by Dex Media in January 2006 directly related
    to the Dex Media Merger and (d) the exclusion of cost
    uplift recorded under purchase accounting associated with the
    Dex Media Merger and the AT&T Directory Acquisition.(3)
    
    Represents the additional amortization expense related to the
    identifiable intangible assets acquired in the Dex Media Merger,
    assuming the Dex Media Merger was consummated on January 1,
    2006. 53




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##### Table of Contents



2007
    Reported GAAP Net Revenue Compared to 2006 Adjusted Pro
    Forma Net Revenue
    For the Year EndedDecember 31, 2007


For the Year Ended December 31, 2006Reported


Reported





AdjustedGAAP


GAAP


Adjustments


Pro Forma


$ Change(Amounts in millions)Gross directory advertising revenue

$
2,697.3


$
1,907.3


$
798.1
(1)

$
2,705.4


$
(8.1
)Sales claims and allowances


(54.8
)


(41.9
)


(23.0
)(1)


(64.9
)


10.1Net directory advertising revenue


2,642.5



1,865.4



775.1



2,640.5



2.0Other revenue


37.8



33.9



14.1
(2)


48.0



(10.2
)Net revenue

$
2,680.3


$
1,899.3


$
789.2


$
2,688.5


$
(8.2
)     (1)
    
    Represents gross directory advertising revenue and sales claims
    and allowances for directories that published prior to the Dex
    Media Merger, which would have been recognized during the period
    absent purchase accounting required under GAAP. Adjustments also
    include GAAP results for January 2006 as reported by Dex Media.(2)
    
    Other revenue includes barter revenue, late fees paid on
    outstanding customer balances, commissions earned on sales
    contracts with respect to advertising placed into other
    publishers directories, sales of directories and certain
    other print and internet products.         54




---



##### Table of Contents



2007
    Reported GAAP Expenses Compared to 2006 Adjusted Pro Forma
    Expenses
    $ Change(Amountsin millions)Increased internet production and distribution costs

$
33.8Cost uplift expense


28.9Increased advertising and branding expenses


22.5Increased print, paper and distribution costs


10.9Increased IT expenses


4.1Decreased commissions and salesperson costs


(9.5
)Decreased barter expense


(8.0
)Decreased general corporate expenses


(5.5
)All other, net


(6.7
)Total increase in 2007 reported GAAP expenses, other than
    depreciation and amortization, compared to 2006 adjusted pro
    forma expenses

$
70.5            55




---



##### Table of Contents



2007
    Reported GAAP Operating Income Compared to 2006 Adjusted
    Pro Forma Operating Income
   56




---



##### Table of Contents



Year
    Ended December 31, 2006 compared to Year Ended
    December 31, 2005
  Factors
    Affecting Comparability
  Reclassifications
    Year Ended December 31, 2006


Year Ended December 31, 2005As








AsPreviously





As


Previously





AsReported


Reclass


Reclassified


Reported


Reclass


Reclassified(Amounts in millions)Net revenue

$
1,895.9


$
3.4


$
1,899.3


$
956.6


$



$
956.6Cost of revenue


987.1



(645.0
)


342.1



436.0



(320.1
)


115.9Selling and support expenses






656.0



656.0







327.4



327.4General and administrative expenses


142.4



(7.6
)


134.8



60.2



(7.2
)


53.0   Acquisitions
   57




---



##### Table of Contents



SFAS No. 123(R)
    GAAP Reported
    Results
  Net
    Revenue
    For the Years Ended December 31,2006


2005


$ Change(Amounts in millions)Gross directory advertising revenue

$
1,907.3


$
956.0


$
951.3Sales claims and allowances


(41.9
)


(10.4
)


(31.5
)Net directory advertising revenue


1,865.4



945.6



919.8Other revenue


33.9



11.0



22.9Total net revenue

$
1,899.3


$
956.6


$
942.7       re-alignment
 58




---



##### Table of Contents



Expenses
    For the Years Ended December 31,2006


2005


$ Change(Amounts in millions)Cost of revenue

$
342.1


$
115.9


$
226.2Selling and support expenses


656.0



327.4



328.6General and administrative expenses


134.8



53.0



81.8Depreciation and amortization expense


323.6



85.1



238.5Total

$
1,456.5


$
581.4


$
875.1    59




---



##### Table of Contents



Cost
    of Revenue
    $ Change(Amountsin millions)Expenses recorded in 2006 related to the Dex Media Business

$
154.1Expenses related to the AT&T Directory Business excluded
    from the comparable2005 period due to purchase accounting from the AT&T
    Directory Acquisition


4.7Increased cost uplift expense (defined below)


64.6All other


2.8Total 2006 increase in cost of revenue, compared to 2005

$
226.2        60




---



##### Table of Contents



Selling
    and Support Expenses
    $ Change(Amountsin millions)Expenses recorded in 2006 related to the Dex Media Business

$
295.0Expenses related to the AT&T Directory Business excluded
    from the comparable2005 period due to purchase accounting from the AT&T
    Directory Acquisition


10.4Stock-based compensation expense resulting from the adoption of
    SFAS No. 123(R)


15.5Increased commissions and salesperson costs


10.1Decreased cost uplift expense


(5.6
)All other


3.2Total 2006 increase in selling and support expenses, compared to
    2005

$
328.6            61




---



##### Table of Contents



General
    and Administrative Expenses
    $ Change(Amountsin millions)Increased G&A expenses related to the Dex Media Business

$
50.1Stock-based compensation expense resulting from the adoption of
    SFAS No. 123(R)


27.8Increase in IT expenses


10.4All other G&A expenses


(6.5
)Total 2006 increase in G&A expenses, compared to 2005

$
81.8         Depreciation
    and Amortization
      Operating
    Income
    For the Years EndedDecember 31,2006


2005


$ Change(Amounts in millions)Total

$
442.8


$
375.2


$
67.6    62




---



##### Table of Contents



Interest
    Expense, Net
      (Benefit)
    Provision for Income Taxes
       63




---



##### Table of Contents



Net
    (Loss) Income, Loss Available to Common Shareholders and Loss
    Per Share
           64




---



##### 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,
  Earnings Per Share,
  65




---



##### Table of Contents



For the Years EndedDecember 31,2006


2005(Amounts in thousands,except percentages andper share amounts)Basic EPS  Two-Class MethodLoss available to common shareholders

$
(208,483
)

$
(288,876
)Amount allocable to common
    shareholders(1)


100
%


100
%Loss allocable to common shareholders


(208,483
)


(288,876
)Weighted average common shares outstanding


66,448



31,731Basic loss per share  Two-Class Method

$
(3.14
)

$
(9.10
)Diluted EPSLoss available to common shareholders

$
(208,483
)

$
(288,876
)Amount allocable to common
    shareholders(1)


100
%


100
%Loss allocable to common shareholders


(208,483
)


(288,876
)Weighted average common shares outstanding


66,448



31,731Dilutive effect of stock awards and
    warrants(2)






Dilutive effect of Preferred Stock assuming
    conversion(2)






Weighted average diluted shares outstanding


66,448



31,731Diluted loss per share

$
(3.14
)

$
(9.10
)     (1)
    
    In computing EPS using the two-class method, we have not
    allocated the net loss reported for the years ended
    December 31, 2006 and 2005, respectively, between common
    and preferred shareholders since preferred shareholders had no
    contractual obligation to share in the net loss.(2)
    
    Due to the loss allocable to common shareholders reported for
    the years ended December 31, 2006 and 2005, respectively,
    the effect of all stock-based awards, warrants and the assumed
    conversion of the Preferred Stock were anti-dilutive and
    therefore are not included in the calculation of diluted EPS.
    For the years ended December 31, 2006 and 2005,
    2,263 shares and 60 shares, respectively, of
    stock-based awards had exercise prices that exceeded the average
    market price of the Companys common stock for the
    respective periods. For the years ended December 31, 2006
    and 2005, the assumed conversion of the Preferred Stock into
    391 shares and 5,132 shares, respectively, of common
    stock was anti-dilutive and therefore not included in the
    calculation of diluted EPS.  Non-GAAP Measures 
    Adjusted Pro Forma and Combined Adjusted Amounts
   66




---



##### Table of Contents



2006
    Adjusted Pro Forma Operating Income Compared to 2005 Combined
    Adjusted Operating Income
    For the Year Ended December 31, 2006Reported





AdjustedGAAP


Adjustments


Pro Forma(Amounts in millions)Net revenue

$
1,899.3


$
789.2
(1)

$
2,688.5Expenses, other than depreciation and amortization


1,132.9



108.8
(2)


1,241.7Depreciation and amortization


323.6



20.5
(3)


344.1Operating income

$
442.8


$
659.9


$
1,102.7   For the Year Ended December 31, 2005Reported





Dex


CombinedGAAP


Adjustments


Media GAAP


Adjusted(Amounts in millions)Net revenue

$
956.6


$
85.0
(4)

$
1,658.4
(6)

$
2,700.0Expenses, other than depreciation and amortization


496.3



(49.9
)(5)


757.2
(6)


1,203.6Depreciation and amortization


85.1







377.2
(6)


462.3Operating income

$
375.2


$
134.9


$
524.0


$
1,034.1     (1)
    
    Represents all deferred revenue for directories that published
    prior to the Dex Media Merger, which would have been recognized
    during the period absent purchase accounting required under
    GAAP. Adjustments also include GAAP revenue for January 2006 as
    reported by Dex Media.(2)
    
    Represents (a) certain deferred expenses for directories
    that published prior to the Dex Media Merger, which would have
    been recognized during the period absent purchase accounting
    required under GAAP, (b) GAAP expenses for January 2006 as
    reported by Dex Media, (c) exclusion of transaction
    expenses reported by Dex Media in January 2006 directly related
    to the Dex Media Merger and (d) the exclusion of cost
    uplift recorded under purchase accounting for the AT&T
    Directory Acquisition and the Dex Media Merger.(3)
    
    Represents the additional amortization expense related to the
    identifiable intangible assets acquired in the Dex Media Merger
    over their estimated useful lives, assuming the Dex Media Merger
    was consummated on January 1, 2006.(4)
    
    Represents all deferred revenue for directories that published
    prior to the AT&T Directory Acquisition, which would have
    been recognized during the period had it not been for purchase
    accounting required under GAAP.(5)
    
    Represents elimination of cost uplift for the AT&T
    Directory Acquisition, net of certain deferred expenses for
    AT&T directories that published prior to the AT&T
    Directory Acquisition, which would have been recognized during
    the period had it not been for purchase accounting required
    under GAAP.(6)
    
    Represents net revenue, expenses and depreciation and
    amortization reported by Dex Media on a GAAP basis for the year
    ended December 31, 2005. 67




---



##### Table of Contents



2006
    Adjusted Pro Forma Revenue Compared to 2005 Combined Adjusted
    Revenue
    For the Year Ended December 31, 2006Reported


Dex Media Merger


AdjustedGAAP


Adjustments


Pro Forma(Amounts in millions)Gross directory advertising revenue

$
1,907.3


$
798.1
(1)

$
2,705.4Sales claims and allowances


(41.9
)


(23.0
)(1)


(64.9
)Net directory advertising revenue


1,865.4



775.1



2,640.5Other revenue


33.9



14.1
(2)


48.0Net revenue

$
1,899.3


$
789.2


$
2,688.5   For the Year Ended December 31, 2005AT&T DirectoryReported


Acquisition


Dex Media


CombinedGAAP


Adjustments


GAAP


Adjusted(Amounts in millions)Gross directory advertising revenue

$
956.0


$
85.5
(3)

$
1,609.5
(4)

$
2,651.0Sales claims and allowances


(10.4
)


(0.5
)(3)






(10.9
)Net directory advertising revenue


945.6



85.0



1,609.5



2,640.1Other revenue


11.0







48.9
(4)


59.9Net revenue

$
956.6


$
85.0


$
1,658.4


$
2,700.0     (1)
    
    Represents gross directory advertising revenue and sales claims
    and allowances for directories that published prior to the Dex
    Media Merger, which would have been recognized during the period
    had it not been for purchase accounting required under GAAP.
    Adjustments also include GAAP results for January 2006 as
    reported by Dex Media.(2)
    
    Other revenue includes barter revenue, late fees paid on
    outstanding customer balances, commissions earned on sales
    contracts with respect to advertising placed into other
    publishers directories, sales of directories and certain
    other print and internet products.(3)
    
    Represents gross directory advertising revenue and sales claims
    and allowances for AT&T directories that published prior to
    the AT&T Directory Acquisition, which would have been
    recognized during the period had it not been for purchase
    accounting required under GAAP.(4)
    
    Represents 2005 reported GAAP results for Dex Media. Prior to
    the Dex Media Merger, Dex Media only reported directory
    advertising revenue net of sales claims and allowances.   68




---



##### Table of Contents



2006
    Adjusted Pro Forma Expenses Compared to 2005 Combined Adjusted
    Expenses
    $ Change(Amounts inmillions)Stock-based compensation expense resulting from adoption of
    SFAS No. 123(R)

$
43.3Increased internet production and distribution costs


23.4Increased advertising costs


16.0Decreased general corporate expenses


(32.3
)Decreased other marketing costs


(10.8
)All other


(1.5
)Total increase in 2006 adjusted pro forma expenses, other than
    depreciation and amortization, compared to 2005 combined
    adjusted expenses

$
38.1           2006
    Adjusted Pro Forma Operating Income Compared to 2005 Combined
    Adjusted Operating Income
   69




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Debt
    December 31, 2007


December 31, 2006(Amounts in thousands)RHD6.875% Senior Notes due 2013

$
300,000


$
300,0006.875%
    Series A-1
    Senior Discount Notes due 2013


339,222



335,4016.875%
    Series A-2
    Senior Discount Notes due 2013


613,649



606,4728.875%
    Series A-3
    Senior Notes due 2016


1,210,000



1,210,0008.875%
    Series A-4
    Senior Notes due 2017


1,500,000



RHDICredit Facility


1,571,536



1,946,5358.875% Senior Notes due 2010






7,93410.875% Senior Subordinated Notes due 2012






600,000Dex Media, Inc.8% Senior Notes due 2013


512,097



513,6639% Senior Discount Notes due 2013


719,112



663,153Dex Media EastCredit Facility


1,106,050



656,5719.875% Senior Notes due 2009






476,67712.125% Senior Subordinated Notes due 2012






390,314Dex Media WestCredit Facility


1,071,491



1,450,9178.5% Senior Notes due 2010


398,736



403,2605.875% Senior Notes due 2011


8,774



8,7869.875% Senior Subordinated Notes due 2013


824,982



833,469Total RHD Consolidated


10,175,649



10,403,152Less current portion


177,175



382,631Long-term debt

$
9,998,474


$
10,020,521   Credit
    Facilities
    RHD
  Series A-4
 70




---



##### Table of Contents



RHDI
  A-4, A-4, Series A-4
    
    The higher of (i) a base rate as determined by the
    Administrative Agent, Deutsche Bank Trust Company Americas
    and (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.25% margin on the RHDI
    Revolver and a 0.50% margin on Term Loan D-1 and Term Loan
    D-2; or
    The LIBOR rate plus a 1.25% margin on the RHDI Revolver and a
    1.50% margin on Term Loan D-1 and Term Loan D-2. We may elect
    interest periods of 1, 2, 3 or 6 months (or 9 or
    12 months if, at the time of the borrowing, all lenders
    agree to make such term available), for LIBOR borrowings.  Dex
    Media East
      Series A-4
   71




---



##### Table of Contents




    The higher of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A. and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.75% (or 0.50% if leverage
    ratio is less than 2 to 1) margin on the new Dex Media East
    Revolver and Term Loan A and a 1.00% margin on Term Loan
    B; or
    The LIBOR rate plus a 1.75% (or 1.50% if leverage ratio is less
    than 2 to 1) margin on the new Dex Media East Revolver and
    Term Loan A and a 2.00% margin on Term Loan B. We may elect
    interest periods of 1, 2, 3, or 6 months (or 9 or
    12 months if, at the time of the borrowing, all lenders
    agree to make such term available), for LIBOR borrowings.  Dex
    Media West
      
    The higher of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A. and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.25% margin on the Dex Media
    West Revolver and Term Loan A and a 0.50% margin on Term Loan
    B-1 and Term Loan B-2; or
    The LIBOR rate plus a 1.25% margin on the Dex Media West
    Revolver and Term Loan A and a 1.50% margin on Term Loan B-1 and
    Term Loan B-2. We may elect interest periods of 1, 2, 3, or
    6 months (or 9 or 12 months if, at the time of the
    borrowing, all lenders agree to make such term available), for
    LIBOR borrowings.  Notes,
    Preferred Stock and Warrants
   72




---



##### Table of Contents



RHD
  Series A-1 Series A-2 Series A-3 Series A-4
  Series A-4 Series A-4 Series A-4 A-4,
  Series A-4 Series A-4 Series A-4 Series A-4
  Series A-4 Series A-4
    Series A-2 Series A-3 Series A-2 Series A-3 Series A-1 Series A-1 Series A-2 Series A-3
   73




---



##### Table of Contents



RHDI
    Series A-4
  Dex
    Media, Inc.
       74




---



##### Table of Contents



Dex
    Media East
    2007
    Refinancings
    Dex
    Media West
           75




---



##### Table of Contents



Impact of
    Purchase Accounting
  Business Combinations
  Long-TermDebt atDecember 31,2007Initial Fair Value


Unamortized


Long-Term


ExcludingBook Value at


Fair Value at


Adjustment at


Fair Value


Debt at


UnamortizedJanuary 31,


January 31,


January 31,


Adjustment at


December 31,


Fair Value2006


2006


2006


December 31, 2007


2007


Adjustment(Amounts in millions)Dex Media, Inc. 8% Senior Notes

$
500.0


$
515.0


$
15.0


$
12.1


$
512.1


$
500.0Dex Media, Inc. 9% Senior Discount Notes


598.8



616.0



17.2



14.6



719.1



704.5Dex Media East 9.875% Senior Notes


450.0



484.3



34.3











Dex Media East 12.125% Senior Subordinated Notes


341.3



395.9



54.6











Dex Media West 8.5% Senior Notes


385.0



407.1



22.1



13.7



398.7



385.0Dex Media West 5.875% Senior Notes


300.0



300.1



0.1



0.1



8.8



8.7Dex Media West 9.875% Senior Subordinated Notes


761.8



840.8



79.0



63.3



825.0



761.7Total Dex Media Outstanding Debt at January 31, 2006

$
3,336.9


$
3,559.2


$
222.3


$
103.8


$
2,463.7


$
2,359.9   Liquidity
    and Cash Flows
   76




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##### Table of Contents



Share
    Repurchases and Other Common Stock Transactions
  Rule 10b-18
   77




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##### Table of Contents



Tax Basis
    of Acquisitions
      Cash Flow
    Activities
    
    $46.9 million in net income.
    $666.1 million of net non-cash charges primarily consisting
    of $463.1 million of depreciation and amortization,
    $80.8 million in bad debt provision, $39.0 million of
    stock-based compensation expense, $47.3 million in other
    non-cash charges, primarily related to the amortization of
    deferred financing costs and amortization of the fair value
    adjustments required by GAAP as a result of the Dex Media
    Merger, $26.3 million loss on extinguishment of debt
    related to the 2007 refinancing transactions noted above,
    $8.7 million in deferred income taxes, and
    $0.9 million loss on disposal of fixed assets.
    $122.2 million net use of cash from an increase in accounts
    receivable of $95.8 million and a decrease in deferred
    directory revenue of $26.4 million. The change in deferred
    revenue and accounts receivable are analyzed together given the
    fact that when a directory is published, the annual billable
    value of that directory is initially deferred and unbilled
    accounts receivable are established. Each month thereafter,
    typically one twelfth of the billing value is recognized as
    revenue and billed to customers.
    $6.0 million net use of cash from an increase in other
    assets, consisting of a $5.1 million increase in other
    current and non-current assets, primarily relating to deferred
    commissions, print, paper and delivery costs and changes in the
    fair value of the Companys interest rate swap agreements,
    and a $0.9 million increase in prepaid expenses.
    $66.1 million net source of cash from an increase in
    accounts payable and accrued liabilities, primarily reflecting a
    $47.9 million increase in trade accounts payable and a
    $19.4 million increase in accrued interest payable on
    outstanding debt, partially offset by a $1.2 million
    decrease in accrued liabilities, which include accrued salaries
    and related bonuses and accrued income taxes.
    $40.9 million increase in other non-current liabilities,
    including pension and postretirement long-term liabilities. 78




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##### Table of Contents




    $77.5 million used to purchase fixed assets, primarily
    computer equipment, software and leasehold improvements.
    $329.1 million of net cash payments to acquire Business.com.
    $2.5 million used to fund an equity investment.    
    $1,468.7 million in proceeds, net of costs, from the
    issuance of the
    Series A-4
    Notes, which were used to fund the repayment of the RHD Credit
    Facility, the redemption of RHDIs 10.875% Senior
    Subordinated Notes, partial repayment of the Term Loans under
    the former Dex Media East credit facility and partial repayment
    of Term Loans
    A-4, D-1 and
    D-2 and the RHDI Revolver under the RHDI Credit Facility.
    $1,416.8 million in proceeds, net of costs, from borrowings
    under our credit facilities. The new Dex Media East credit
    facility was used to fund the repayment of the remaining Term
    Loans and revolver under the former Dex Media East credit
    facility and the redemption of Dex Media Easts
    9.875% Senior Notes and 12.125% Senior Subordinated
    Notes. The RHD Credit Facility was used to fund the Business.com
    Acquisition.
    $1,674.1 million in principal payments on term loans under
    our credit facilities. Of this amount, $239.9 million
    represents scheduled principal payments and
    $1,434.2 million represents principal payments made on an
    accelerated basis, at our option, from proceeds received with
    the 2007 refinancing transactions and from available cash flow
    generated from operations.
    $1,470.6 million in note repayments. Of this amount,
    $1,398.9 million was used to redeem RHDIs
    8.875% Senior Notes and 10.875% Senior Subordinated
    Notes and Dex Media Easts 9.875% Senior Notes and
    12.125% Senior Subordinated Notes. Tender and redemption
    premium payments of $71.7 million were incurred in
    conjunction with these note repayments.
    $722.6 million in borrowings under our revolvers, used
    primarily to fund temporary working capital requirements, as
    well as the repurchase of our common stock and the redemption of
    RHDIs 8.875% Senior Notes.
    $781.4 million in principal payments on our revolvers.
    $89.6 million used to repurchase our common stock. Amount
    represents the value of common stock repurchased actually
    settled in cash as of December 31, 2007.
    $13.4 million in proceeds from the exercise of employee
    stock options.
    $9.0 million in proceeds from the issuance of common stock
    in connection with the Business.com Acquisition.
    $7.7 million in the decreased balance of checks not yet
    presented for payment.    
    $237.7 million in net loss.
    $392.2 million net source of cash from non-cash charges
    primarily consisting of $323.6 million of depreciation and
    amortization, $71.1 million in bad debt provision,
    $43.3 million of stock-based compensation expense and
    $39.4 million in other non-cash charges, which primarily
    consists of amortization related to fair value adjustments
    required by GAAP as a result of the Dex Media Merger, offset by
    a $85.2 million deferred tax benefit. 79




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##### Table of Contents




    $559.8 million net source of cash from a
    $635.7 million increase in deferred directory revenue,
    offset by an increase in accounts receivable of
    $75.9 million. The change in deferred revenue and accounts
    receivable are analyzed together given the fact that when a
    directory is published, the annual billable value of that
    directory is initially deferred and unbilled accounts receivable
    are established. Each month thereafter, typically one twelfth of
    the billing value is recognized as revenue and billed to
    customers. Additionally, under purchase accounting rules,
    deferred revenue was not recorded on directories that were
    published prior to and in the month of the Dex Media Merger,
    however we retained all of the rights associated with the
    collection of amounts due under the advertising contracts
    executed prior to and in the month of the Dex Media Merger.
    $23.0 million net use of cash from an increase in other
    assets, reflecting a $24.7 million increase in prepaid
    expenses and other current and non-current assets, primarily
    relating to changes in the fair value of the Companys
    interest rate swap agreements, offset by a decrease in deferred
    directory costs of $1.7 million, consisting of a decrease
    in deferred directory costs of $23.6 million offset by
    $21.9 million in amortization of deferred directory costs
    relating to directories that were scheduled to publish
    subsequent to the Dex Media Merger. 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.
    $63.0 million net source of cash from an increase in
    accounts payable and accrued liabilities, primarily reflecting a
    $69.3 million increase in accrued interest payable on
    outstanding debt and a $0.4 million increase in trade
    accounts payable, offset by a $6.7 million decrease in
    accrued liabilities, including accrued salaries and related
    bonuses.
    $14.0 million net source of cash from an increase in other
    non-current liabilities, including pension and postretirement
    long-term liabilities.    
    $78.5 million used to purchase fixed assets, primarily
    computer equipment, software and leasehold improvements.
    $1,901.5 million in cash payments primarily in connection
    with the Dex Media Merger, including merger fees net of cash
    received from Dex Media, as well as the Local Launch Acquisition.    
    $2,514.4 million in net borrowings, consisting of
    $2,142.5 million related to the
    Series A-2
    Senior Discount Notes and
    Series A-3
    Senior Notes, which were used to fund the cash portion of the
    Dex Media Merger, and
    Series A-1
    Senior Discount Notes, which were used to fund the GS
    Repurchase. Net borrowings also consist of $444.2 million
    of the Dex Media West Term Loan B-1, $150.0 million of
    which was used to fund the cash portion of the Dex Media Merger
    and $294.2 million of which was used to fund the purchase
    of the 5.875% Dex Media West Senior Notes, 9.875% Dex Media West
    Senior Subordinated Notes and 9% Dex Media, Inc. Senior Discount
    Notes in conjunction with change of control offers. These
    borrowings were net of financing costs of $72.3 million.
    $1,738.0 million in principal payments on debt. Of this
    amount, $282.1 million represents scheduled principal
    payments, $295.0 million represents principal payments made
    on an accelerated basis, at our option, from available cash flow
    generated from operations, $291.9 million represents Dex
    Media senior notes tendered for repurchase by the Company and
    $869.0 million represents principal payments on the
    revolvers.
    $336.8 million used for the GS Repurchase and redemption of
    preferred stock purchase rights under our stockholder rights
    plan.
    $934.9 million in borrowings under the revolvers. 80




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##### Table of Contents




    $53.1 million used to repurchase all outstanding warrants
    from the GS Funds.
    $31.6 million in proceeds from the exercise of employee
    stock options.
    $7.2 million in the increased balance of checks not yet
    presented for payment.  Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Payment Due by PeriodLess than


1-3


3-5


More than 5Contractual Obligations

Total


1 Year


Years


Years


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

$
10,071.8


$
177.2


$
2,498.0


$
874.6


$
6,522.0Interest on Long-Term
    Debt(2)


4,663.2



722.5



1,445.1



1,151.7



1,343.9Operating
    Leases(3)


189.2



26.0



50.5



38.2



74.5Unconditional Purchase
    Obligations(4)


162.4



52.7



64.7



45.0



Other Long-Term
    Liabilities(5)


355.8



32.0



66.8



69.3



187.7Total Contractual Obligations

$
15,442.4


$
1,010.4


$
4,125.1


$
2,178.8


$
8,128.1     (1)
    
    Included in long-term debt are principal amounts owed under our
    credit facilities and our senior notes and senior subordinated
    notes, including the current portion of long-term debt.(2)
    
    Interest on debt represents cash interest payment obligations
    assuming all indebtedness at December 31, 2007 will be paid
    in accordance with its contractual maturity and assumes interest
    rates on variable interest debt as of December 31, 2007
    will remain unchanged in future periods. The weighted average
    interest rates under the RHDI, Dex Media East and Dex Media West
    Credit Facilities were 6.50%, 6.87% and 6.51%, respectively, at
    December 31, 2007. Please refer to Liquidity and
    Capital Resources for interest rates on our senior notes
    and our senior subordinated notes.(3)
    
    We enter into operating leases in the normal course of business.
    Substantially all lease agreements have fixed payment terms.
    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)
    
    In connection with our software system modernization and
    on-going support services related to the Amdocs software system,
    we are obligated to pay Amdocs approximately $128.2 million
    over the years 2008 through 2012. 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 $7.2 million over the years 2008 and 2009. In
    conjunction with the Dex Media Merger, we are obligated to pay
    Qwest approximately $8.3 million over the years 2008 and
    2009 for certain information technology, communications and
    billing and collection services. We have entered into agreements
    with Yahoo!, whereby Yahoo! will serve and maintain our local
    search listings for placement on its web-based electronic local
    information directory 81




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##### Table of Contents



and electronic mapping products. We are obligated to pay Yahoo!
    up to $18.8 million over the years 2008 through 2010.  (5)
    
    We have defined benefit plans covering substantially all
    employees. Our funding policy is to contribute an amount at
    least equal to the minimum legal funding requirement. 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 also have unfunded postretirement plans that provide
    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 $15.8 million and $6.8 million to our
    pension plans and postretirement plan, respectively, in 2008.    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  Interest
    Rate Risk and Risk Management
    82




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##### Table of Contents



Effective Dates

Notional Amount


Pay Rates

Maturity Dates(Amountsin millions)September 7, 2004

$
200
(3)

3.490% - 3.750%

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


200
(3)

3.500% - 3.910%

September 15, 2008 - September 15, 2009September 17, 2004


100
(2)

3.510% - 3.740%

September 17, 2008 - September 17, 2009September 23, 2004


100
(2)

3.4335% - 3.438%

September 23, 2008December 20, 2005


150
(3)

4.74% - 4.752%

June 20, 2008 - December 22, 2008February 14, 2006


300
(3)

4.925% - 4.9435%

February 14, 2008 - February 14, 2009February 28, 2006


50
(1)

4.93275%

August 28, 2008March 10, 2006


150
(2)

5.010%

March 10, 2008May 25, 2006


300
(3)

5.326%

May 25, 2009 -- May 26, 2009May 26, 2006


200
(2)

5.2725% -5.275%

May 26, 2009May 31, 2006


100
(2)

5.295% - 5.312%

May 31, 2008 - May 31, 2009June 12, 2006


150
(2)

5.27% - 5.279%

June 12, 2009November 26, 2007


600
(4)

4.1852% - 4.604%

November 26, 2010 -- November 26, 2012Total

$
2,600     (1)
    
    Consists of one swap.(2)
    
    Consists of two swaps.(3)
    
    Consists of three swaps.(4)
    
    Consists of four swaps.            Market
    Risk Sensitive Instruments
   83




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##### Table of Contents



Accounting for Derivative Instruments
    and Hedging Activities , Accounting for Certain Derivative
    Instruments and Certain Hedging Activities, an Amendment of
    FAS 133 Amendment of
    Statement 133 on Derivative Instruments and Hedging
    Activities,
   84




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##### Table of Contents



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


F-2Reports of Independent Registered Public
    Accounting Firms


F-3Consolidated Balance Sheets at December 31,
    2007 and 2006


F-6Consolidated Statements of Operations and
    Comprehensive Income (Loss) for each of the years in the three
    year period ended December 31, 2007


F-7Consolidated Statements of Cash Flows for each of
    the years in the three year period ended December 31,
    2007


F-8Consolidated Statements of Changes in
    Shareholders Equity (Deficit) for each of the years in the
    three year period ended December 31, 2007


F-9Notes to Consolidated Financial Statements


F-10  F-1




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##### Table of Contents



Managements
    Report on Internal Control Over Financial Reporting  Rule 13a-15(f)
      page F-4. Form 10-K, page F-3.
 F-2




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm           Share-Based Payment Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, an amendment of FASB Statements
    No. 87, 88, 106, and 132(R) Accounting for
    Uncertainty in Income Taxes: an Interpretation of FASB Statement
    No. 109
  Internal Control  Integrated
    Framework issued by the Committee of Sponsoring Organizations of
    the Treadway Commission (COSO)
      F-3




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm     Internal Control 
    Integrated Framework issued by the Committee of Sponsoring
    Organizations of the Treadway Commission (COSO).
        Internal Control  Integrated
    Framework issued by the Committee of Sponsoring Organizations of
    the Treadway Commission (COSO).
        F-4




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
       
    F-5




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated
    Balance Sheets
  December 31,2007


2006(In thousands, exceptshare data)ASSETSCurrent AssetsCash and cash equivalents

$
46,076


$
156,249Accounts receivableBilled


258,839



248,334Unbilled


847,446



842,869Allowance for doubtful accounts and sales claims


(42,817
)


(42,952
)Net accounts receivable


1,063,468



1,048,251Deferred directory costs


183,687



211,822Short-term deferred income taxes, net


47,759



Prepaid and other current assets


126,201



115,903Total current assets


1,467,191



1,532,225Fixed assets and computer software, net


187,680



159,362Other non-current assets


139,406



141,619Intangible assets, net


11,170,482



11,477,996Goodwill


3,124,334



2,836,266Total Assets

$
16,089,093


$
16,147,468LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesAccounts payable and accrued liabilities

$
230,693


$
169,490Accrued interest


198,828



179,419Deferred directory revenue


1,172,035



1,197,796Short-term deferred income taxes, net






79,882Current portion of long-term debt


177,175



382,631Total current liabilities


1,778,731



2,009,218Long-term debt


9,998,474



10,020,521Deferred income taxes, net


2,288,384



2,099,102Other non-current liabilities


200,768



197,871Total liabilities


14,266,357



14,326,712Commitments and contingenciesShareholders EquityCommon stock, par value $1 per share, authorized 
    400,000,000 shares; issued 
    88,169,275 shares at December 31, 2007 and 2006;
    outstanding  68,758,026 and 70,464,717 at
    December 31, 2007 and 2006, respectively


88,169



88,169Additional paid-in capital


2,402,181



2,341,009Accumulated deficit


(385,540
)


(437,496
)Treasury stock, at cost, 19,411,249 shares at
    December 31, 2007 and 17,704,558 shares at
    December 31, 2006


(256,334
)


(161,470
)Accumulated other comprehensive loss


(25,740
)


(9,456
)Total shareholders equity


1,822,736



1,820,756Total Liabilities and Shareholders Equity

$
16,089,093


$
16,147,468    F-6




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated
    Statements of Operations and Comprehensive Income
    (Loss)
  Years Ended December 31,2007


2006


2005(In thousands, except per share data)Net revenues

$
2,680,299


$
1,899,297


$
956,631ExpensesCost of revenue (exclusive of depreciation and amortization
    shown separately below)


450,254



342,052



115,875Selling and support expenses


716,333



656,014



327,355General and administrative expenses


145,640



134,784



53,014Depreciation and amortization


463,106



323,621



85,146Total expenses


1,775,333



1,456,471



581,390Operating income


904,966



442,826



375,241Non-operating income


1,818







Interest expense, net


(830,892
)


(765,055
)


(264,532
)Income (loss) before income taxes


75,892



(322,229
)


110,709Provision (benefit) for income taxes


29,033



(84,525
)


43,176Net income (loss)


46,859



(237,704
)


67,533Preferred dividend






1,974



11,708(Gain) loss on repurchase of redeemable convertible preferred
    stock






(31,195
)


133,681Accretion of redeemable convertible preferred stock to
    redemption value










211,020Income (loss) available to common shareholders

$
46,859


$
(208,483
)

$
(288,876
)Earnings (loss) per shareBasic

$
0.66


$
(3.14
)

$
(9.10
)Diluted

$
0.65


$
(3.14
)

$
(9.10
)Shares used in computing earnings (loss) per shareBasic


70,932



66,448



31,731Diluted


71,963



66,448



31,731Comprehensive Income (Loss)Net income (loss)

$
46,859


$
(237,704
)

$
67,533Unrealized (loss) gain on interest rate swaps, net of tax
    (benefit) provision of $(15,468), $(5,460) and $8,126 for the
    years ended December 31, 2007, 2006 and 2005, respectively


(25,270
)


(9,449
)


12,710Minimum pension liability adjustment, net of tax provision
    (benefit) of $2,863 and $(9,049) for the years ended
    December 31, 2006 and 2005, respectively






4,792



(14,148
)Benefit plans adjustment, net of tax provision of $5,446


8,986







Comprehensive income (loss)

$
30,575


$
(242,361
)

$
66,095    F-7




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated
    Statements of Cash Flows
  Years Ended December 31,2007


2006


2005(In thousands)Cash Flows from Operating ActivitiesNet income (loss)

$
46,859


$
(237,704
)

$
67,533Reconciliation of net income (loss) to net cash provided by
    operating activities:Depreciation and amortization


463,106



323,621



85,146Deferred income tax provision (benefit)


8,668



(85,152
)


43,176Loss on disposal of assets


857



34



Provision for bad debts


80,850



71,066



30,004Stock-based compensation expense


39,017



43,283



5,689Loss on extinguishment of debt


26,321







32,725Other non-cash charges


47,272



39,385



5,712Changes in assets and liabilities, net of effects from
    acquisitions:(Increase) in accounts receivable


(95,787
)


(75,914
)


(31,881
)(Increase) decrease in other assets


(5,966
)


(22,997
)


52,469Increase in accounts payable and accrued liabilities


66,142



63,008



101,908(Decrease) increase in deferred directory revenue


(26,455
)


635,690



82,016Increase (decrease) in other non-current liabilities


40,925



13,989



(82,445
)Net cash provided by operating activities


691,809



768,309



392,052Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software


(77,470
)


(78,543
)


(31,605
)Acquisitions, net of cash received


(329,102
)


(1,901,466
)


(6,450
)Equity investment


(2,500
)






Net cash used in investing activities


(409,072
)


(1,980,009
)


(38,055
)Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs


1,468,648



2,079,005



293,439Additional borrowings under the Credit Facilities, net of costs


1,416,822



435,376



341,417Credit Facilities repayments


(1,674,095
)


(577,292
)


(345,227
)Note repayments


(1,398,892
)


(291,716
)


(317,066
)Revolver borrowings


722,550



934,900



268,000Revolver repayments


(781,400
)


(869,000
)


(304,200
)Tender, redemption and call premium payments


(71,656
)






(25,268
)Repurchase of common stock


(89,578
)






Repurchase of redeemable convertible preferred stock and
    redemption of preferred stock purchase rights






(336,819
)


(277,197
)Repurchase of warrants






(53,128
)


Proceeds from employee stock option exercises


13,412



31,665



7,383Proceeds from issuance of common stock


9,000







(Decrease) increase in checks not yet presented for payment


(7,721
)


7,165



1,760Net cash (used in) provided by financing activities


(392,910
)


1,360,156



(356,959
)(Decrease) increase in cash and cash equivalents


(110,173
)


148,456



(2,962
)Cash and cash equivalents, beginning of year


156,249



7,793



10,755Cash and cash equivalents, end of year

$
46,076


$
156,249


$
7,793Supplemental InformationCash interest paid

$
721,505


$
663,683


$
231,930Income tax payments (refunds) received, net


10,075



1,015



(851
)    F-8




---



##### Table of Contents



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





Accumulated


TotalAdditional





Unamortized


Earnings





Other


ShareholdersCommon


Paid-in


Warrants


Restricted


(Accumulated


Treasury


Comprehensive


EquityStock


Capital


Outstanding


Stock


Deficit)


Stock


Income (Loss)


(Deficit)(In thousands)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 of preferred stock






(72,147
)










(61,534
)










(133,681
)Beneficial conversion feature from






(35,091
)






















(35,091
)repurchase of preferred stockAccretion of preferred stock to






(6,536
)










(204,484
)










(211,020
)redemption valueBeneficial conversion feature from






(5,385
)






















(5,385
)accretion of preferred stock to redemption valuePreferred stock dividend






(8,159
)










(3,549
)










(11,708
)Employee stock option exercises






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






595











1,057











1,652issuance of preferred stockUnrealized 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
)Net loss


















(237,704
)










(237,704
)Gain on repurchase of preferred stock


















31,195











31,195Beneficial conversion feature from repurchase of preferred stock


















(31,195
)










(31,195
)Redemption of preferred stock purchase rights


















(696
)










(696
)Preferred stock dividend


















(1,974
)










(1,974
)Employee stock option exercises






31,761















2,015







33,776Issuance of common stock  Dex Media Merger


36,547



2,222,812























2,259,359Vested Dex Media equity awards






77,354























77,354Compensatory stock awards






48,452























48,452Unrealized loss on interest rate swaps, net of tax


























(9,449
)


(9,449
)Minimum pension liability adjustment, net of tax


























4,792



4,792Adjustment to initially apply SFAS No. 158, net of tax


























(8,611
)


(8,611
)Repurchase of warrants






(39,370
)


(13,758
)


















(53,128
)Balance, December 31, 2006


88,169



2,341,009











(437,496
)


(161,470
)


(9,456
)


1,820,756Net income


















46,859











46,859Employee stock option exercises






12,734















678







13,412Issuance of common stock  Business.com Acquisition






8,852















148







9,000Cumulative effect of FIN No. 48 adoption


















5,097











5,097Other adjustments related to compensatory stock awards






569























569Unrealized loss on interest rate swaps, net of tax


























(25,270
)


(25,270
)Benefit plans adjustment, net of tax


























8,986



8,986Compensatory stock awards






39,017























39,017Repurchase of common stock






















(95,690
)






(95,690
)$
88,169


$
2,402,181


$



$



$
(385,540
)

$
(256,334
)

$
(25,740
)

$
1,822,736    F-9




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Tabular amounts in thousands, except per share data and
    percentages)
  1.
    Business
    and Presentation      Reclassifications
    Year Ended December 31, 2006


Year Ended December 31, 2005As








AsPreviously





As


Previously





AsReported


Reclass


Reclassified


Reported


Reclass


Reclassified(In thousands)Net revenue

$
1,895,921


$
3,376


$
1,899,297


$
956,631


$



$
956,631Cost of revenue


987,056



(645,004
)


342,052



436,016



(320,141
)


115,875Selling and support expenses






656,014



656,014







327,355



327,355General and administrative expenses


142,418



(7,634
)


134,784



60,228



(7,214
)


53,014     Significant
    Business Developments
  Acquisition
   F-10




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Debt
    Refinancing
  Series A-4 (Series A-4 Series A-4 A-4,
          Share
    Repurchases
  Rule 10b-18
 F-11




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2.
    Summary
    of Significant Accounting Policies  Revenue Recognition.
  No. 99-17, Accounting for Advertising Barter Transactions.
  No. 00-21, Revenue Arrangements with Multiple Deliverables.
  Deferred Directory Costs.
  Cash and Cash Equivalents.
  Accounts Receivable.
 F-12




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fixed Assets and Computer Software.
  2007


2006Computer software

$
215,410


$
140,100Computer equipment


40,287



31,491Machinery and equipment


8,220



6,182Furniture and fixtures


16,532



12,386Leasehold improvements


26,112



15,081Buildings


1,863



1,735Construction in Process  Computer software and
    equipment


14,014



33,396Total cost


322,438



240,371Less accumulated depreciation and amortization


(134,758
)


(81,009
)Net fixed assets and computer software

$
187,680


$
159,362     2007


2006


2005Depreciation of fixed assets

$
16,649


$
15,928


$
4,887Amortization of computer software


38,181



30,188



8,129Total depreciation and amortization on fixed assets and computer
    software

$
54,830


$
46,116


$
13,016   Identifiable Intangible Assets and
    Goodwill.
 F-13




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Technology,Directory


Local


National











NetworkServices


Customer


CMR


Third-Party


Trade


Advertising


Platforms &Agreements


Relationships


Relationships


Contract


Names


Commitment


Other


TotalInitial fair value:Qwest

$
7,320,000


$
875,000


$
205,000


$



$
490,000


$
25,000


$



$
8,915,000AT&T


952,500



90,000



55,000



















1,097,500Embarq


1,625,000



200,000



60,000



















1,885,000Business.com






14,700







49,000



18,500







18,500



100,700Local Launch






1,400











800







5,100



7,300Total


9,897,500



1,181,100



320,000



49,000



509,300



25,000



23,600



12,005,500Accumulated amortization


(561,548
)


(163,661
)


(35,344
)


(3,841
)


(63,477
)


(3,993
)


(3,154
)


(835,018
)Net intangible assets

$
9,335,952


$
1,017,439


$
284,656


$
45,159


$
445,823


$
21,007


$
20,446


$
11,170,482     Directory


Local


NationalServices


Customer


CMR


Trade


Advertising


TechnologyAgreements


Relationships


Relationships


Names


Commitment


& Other


TotalInitial fair value:Qwest

$
7,320,000


$
875,000


$
205,000


$
490,000


$
25,000


$



$
8,915,000AT&T


952,500



90,000



55,000















1,097,500Embarq


1,625,000



200,000



60,000



30,000











1,915,000Local Launch






1,400







800







5,100



7,300Total


9,897,500



1,166,400



320,000



520,800



25,000



5,100



11,934,800Accumulated amortization


(335,261
)


(58,908
)


(22,264
)


(38,019
)


(1,910
)


(442
)


(456,804
)Net intangible assets

$
9,562,239


$
1,107,492


$
297,736


$
482,781


$
23,090


$
4,658


$
11,477,996    F-14




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    ®
     F-15




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 F-16




---



##### 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.
 F-17




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Concentration of Credit Risk. 12-month
      Derivative Financial Instruments and Hedging
    Activities. Accounting for
    Derivative Instruments and Hedging Activities , Accounting for Certain Derivative
    Instruments and Certain Hedging Activities, an Amendment of
    FAS 133 Amendment of
    Statement 133 on Derivative Instruments and Hedging
    Activities.
 F-18




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Pension and Postretirement Benefits.
 F-19




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, an amendment of FASB Statements
    No. 87, 88, 106, and 132(R)
    Income Taxes. Accounting for Income Taxes
  Accounting for Uncertainty in Income Taxes: An Interpretation
    of FASB Statement No. 109
    Earnings (Loss) Per Share. Earnings Per Share EITF No. 03-6, Participating Securities and the Two-Class Method under
    FASB Statement 128 (EITF 03-6), EITF 03-6 EITF 03-6
 F-20




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       For the Years EndedDecember 31,2007


2006


2005Basic EPSIncome (loss) available to common shareholders

$
46,859


$
(208,483
)

$
(288,876
)Amount allocable to common shareholders(1)


100
%


100
%


100
%Income (loss) allocable to common shareholders


46,859



(208,483
)


(288,876
)Weighted average common shares outstanding


70,932



66,448



31,731Basic earnings (loss) per share

$
0.66


$
(3.14
)

$
(9.10
)   For the Years EndedDecember 31,2007


2006


2005Diluted EPSIncome (loss) available to common shareholders

$
46,859


$
(208,483
)

$
(288,876
)Amount allocable to common shareholders(1)


100
%


100
%


100
%Income (loss) allocable to common shareholders


46,859



(208,483
)


(288,876
)Weighted average common shares outstanding


70,932



66,448



31,731Dilutive effect of stock awards and warrants(2)


1,031







Dilutive effect of Preferred Stock assuming conversion(2)










Weighted average diluted shares outstanding


71,963



66,448



31,731Diluted earnings (loss) per share

$
0.65


$
(3.14
)

$
(9.10
)     (1)
    
    In computing EPS using the two-class method, we have not
    allocated the net loss reported for the years ended
    December 31, 2006 and 2005, respectively, between common
    and preferred shareholders since preferred shareholders had no
    contractual obligation to share in the net loss.(2)
    
    Due to the loss allocable to common shareholders reported for
    the years ended December 31, 2006 and 2005, respectively,
    the effect of all stock-based awards, warrants and the assumed
    conversion of the Preferred Stock were anti-dilutive and
    therefore are not included in the calculation of diluted EPS.
    For the years ended December 31, 2007, 2006 and 2005,
    2,593 shares, 2,263 shares and 60 shares,
    respectively, of stock-based awards had exercise prices that
    exceeded the average market price of the Companys common
    stock for the respective periods. For the years ended
    December 31, 2006 and 2005, the assumed conversion of the
    Preferred Stock into 391 shares and 5,132 shares,
    respectively, of common stock was anti-dilutive and therefore
    not included in the calculation of diluted EPS.  Stock-Based
    Awards
   F-21




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Share-Based Payment
  Accounting for Stock Issued to Employees
    Year Ended December 31, 2006As Reported


Per APB No. 25Total stock-based compensation expense

$
43,283


$
11,682Net loss


(237,704
)


(214,392
)Loss available to common shareholders


(208,483
)


(185,171
)Loss per share:Basic

$
(3.14
)

$
(2.79
)Diluted

$
(3.14
)

$
(2.79
)  F-22




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    for Stock Based Compensation
  For the Year EndedDecember 31, 2005Net income, as reported

$
67,533Add:  Stock-based compensation expense included in
    reported net income, net of related tax effects


3,162Less: Stock-based compensation expense that would have been
    included in the determination of net income if the fair value
    method had been applied to all awards, net of related tax effects


(7,791
)Pro forma net income


62,904Loss on repurchase of preferred stock


(133,681
)Accretion of preferred stock to redemption value


(211,020
)Preferred dividend


(11,708
)Pro forma loss available to common shareholders

$
(293,505
)Basic loss per shareAs reported

$
(9.10
)Pro forma

$
(9.25
)Diluted loss per shareAs reported

$
(9.10
)Pro forma

$
(9.25
)     For the Year EndedDecember 31, 2005Dividend yield

0%Expected volatility

29%Risk-free interest rate

3.9%Expected holding period

5 years  F-23




---



##### Table of Contents



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


Price Per ShareAwards 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     Treasury Stock. Rule 10b-18 first-in,
  Fair Value of Financial Instruments. Disclosures About Fair Value of Financial Instruments
 F-24




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Estimates.
  New Accounting Pronouncements. Business
    Combinations Business Combinations
    The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Fair Value Measurements
   F-25




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Acquisitions  Business.com
    Acquisition
  business-to-business
  Local
    Launch Acquisition
    Dex Media
    Merger
     F-26




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AT&T
    Directory Acquisition
  50 50
  Embarq
    Acquisition
      
    Building RHD into a leading publisher of yellow pages
    directories and provider of online commercial search services;
    Adding leading Internet advertising talent and technology, to
    strengthen RHDs position in the expanding local commercial
    search market and to develop an online performance based
    advertising network;
    Enhancing our local Internet Marketing capabilities and
    offerings. F-27




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   non-competition
      Current assets

$
792,645Non-current assets


80,320Intangible assets


8,915,000Goodwill


2,544,980Total assets acquired


12,332,945Current liabilities


(304,542
)Non-current liabilities


(7,786,229
)Total liabilities assumed


(8,090,771
)Net assets acquired

$
4,242,174    F-28




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years EndedDecember 31,2006


2005Net revenue

$
2,039,192


$
2,615,047Operating income


470,353



1,029,102Net (loss) income


(275,943
)


99,816(Loss) income available to common shareholders


(275,943
)


99,816Diluted (loss) earnings per share

$
(3.97
)

$
1.46   4.
    Restructuring
    Charges    2003


2005


2006


2007Restructuring


Restructuring


Restructuring


RestructuringActions


Actions


Actions


Actions


TotalBalance 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











8,049Additions to reserve charged to goodwill










18,914







18,914Payments


(606
)


(1,074
)


(11,299
)






(12,979
)Reserve reversal credited to goodwill






(3,455
)










(3,455
)Balance at December 31, 2006


971



1,943



7,615







10,529Additions to reserve charged to goodwill










96







96Additions to reserve charged to earnings














5,542



5,542Payments


(208
)


(135
)


(3,825
)






(4,168
)Reserve reversal credited to goodwill






(1,808
)


(559
)






(2,367
)Balance at December 31, 2007

$
763


$



$
3,327


$
5,542


$
9,632    F-29




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       F-30




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Long-Term
    Debt, Credit Facilities and Notes    December 31,


December 31,2007


2006RHD6.875% Senior Notes due 2013

$
300,000


$
300,0006.875%
    Series A-1
    Senior Discount Notes due 2013


339,222



335,4016.875%
    Series A-2
    Senior Discount Notes due 2013


613,649



606,4728.875%
    Series A-3
    Senior Notes due 2016


1,210,000



1,210,0008.875%
    Series A-4
    Senior Notes due 2017


1,500,000



RHDICredit Facility


1,571,536



1,946,5358.875% Senior Notes due 2010






7,93410.875% Senior Subordinated Notes due 2012






600,000Dex Media, Inc.8% Senior Notes due 2013


512,097



513,6639% Senior Discount Notes due 2013


719,112



663,153Dex Media EastCredit Facility


1,106,050



656,5719.875% Senior Notes due 2009






476,67712.125% Senior Subordinated Notes due 2012






390,314Dex Media WestCredit Facility


1,071,491



1,450,9178.5% Senior Notes due 2010


398,736



403,2605.875% Senior Notes due 2011


8,774



8,7869.875% Senior Subordinated Notes due 2013


824,982



833,469Total RHD Consolidated


10,175,649



10,403,152Less current portion


177,175



382,631Long-term debt

$
9,998,474


$
10,020,521   Credit
    Facilities
    RHD
  Series A-4
 F-31




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  RHDI
  A-4, A-4, Series A-4
    
    The higher of (i) a base rate as determined by the
    Administrative Agent, Deutsche Bank Trust Company Americas
    and (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.25% margin on the RHDI
    Revolver and a 0.50% margin on Term Loan D-1 and Term Loan
    D-2; or
    The LIBOR rate plus a 1.25% margin on the RHDI Revolver and a
    1.50% margin on Term Loan D-1 and Term Loan D-2. We may elect
    interest periods of 1, 2, 3 or 6 months (or 9 or
    12 months if, at the time of the borrowing, all lenders
    agree to make such term available), for LIBOR borrowings.  Dex Media
    East
       F-32




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Series A-4
        
    The higher of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A. and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.75% (or 0.50% if leverage
    ratio is less than 2 to 1) margin on the new Dex Media East
    Revolver and Term Loan A and a 1.00% margin on Term Loan
    B; or
    The LIBOR rate plus a 1.75% (or 1.50% if leverage ratio is less
    than 2 to 1) margin on the new Dex Media East Revolver and
    Term Loan A and a 2.00% margin on Term Loan B. We may elect
    interest periods of 1, 2, 3, or 6 months (or 9 or
    12 months if, at the time of the borrowing, all lenders
    agree to make such term available), for LIBOR borrowings.  Dex Media
    West
      
    The higher of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A. and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.25% margin on the Dex Media
    West Revolver and Term Loan A and a 0.50% margin on Term Loan
    B-1 and Term Loan B-2; or
    The LIBOR rate plus a 1.25% margin on the Dex Media West
    Revolver and Term Loan A and a 1.50% margin on Term Loan B-1 and
    Term Loan B-2. We may elect interest periods of 1, 2, 3, or
    6 months F-33




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (or 9 or 12 months if, at the time of the borrowing, all
    lenders agree to make such term available), for LIBOR borrowings.  Notes
    RHD
  Series A-1 Series A-2 Series A-3 Series A-4
  Series A-4 Series A-4 Series A-4 A-4,
  Series A-4 Series A-4 Series A-4 Series A-4
  Series A-4
  Redemption Year

Price2012


104.438
%2013


102.958
%2014


101.479
%2015 and thereafter


100.000
%   Series A-4 Series A-4
   F-34




---



##### Table of Contents



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

Price2009


103.438
%2010


101.719
%2011 and thereafter


100.000
%   Series A-2 Series A-3 Series A-2 Series A-3 Series A-1 Series A-1 Series A-2 Series A-3
  Series A-1 Series A-2
  Redemption Year

Price2009


103.438
%2010


101.719
%2011 and thereafter


100.000
%   Series A-3
  Redemption Year

Price2011


104.438
%2012


102.958
%2013


101.479
%2014 and thereafter


100.000
%   RHDI
   F-35




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Series A-4
  Dex
    Media, Inc.
        Redemption Year

Price2008


104.000
%2009


102.667
%2010


101.333
%2011 and thereafter


100.000
%    F-36




---



##### Table of Contents



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

Price2008


104.500
%2009


103.000
%2010


101.500
%2011 and thereafter


100.000
%   Dex Media
    East
    Dex Media
    West
        Redemption Year

Price2008


102.125
%2009 and thereafter


100.000
%    F-37




---



##### Table of Contents



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

Price2008


102.938
%2009


101.469
%2010 and thereafter


100.000
%       Redemption Year

Price2008


104.938
%2009


103.292
%2010


101.646
%2011 and thereafter


100.000
%     2008

$
177,1752009


808,8002010


1,689,2382011


695,5842012


179,000Thereafter


6,522,036Total

$
10,071,833     Impact of
    Dex Media Merger
   F-38




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Initial Fair Value


Unamortized FairAdjustment at


Value Adjustment atJanuary 31,


December 31,2006


2007Dex Media, Inc.8% Senior Notes due 2013

$
15,000


$
12,0979% Senior Discount Notes due 2013


17,177



14,596Dex Media EastCredit Facility






9.875% Senior Notes due 2009


34,290



12.125% Senior Subordinated Notes due 2012


54,600



Dex Media WestCredit Facility






8.5% Senior Notes due 2010


22,138



13,7365.875% Senior Notes due 2011


76



549.875% Senior Subordinated Notes due 2013


79,022



63,333Total

$
222,303


$
103,816  F-39




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Derivative
    Financial Instruments    Effective Dates

Notional Amount


Pay Rates

Maturity Dates(Amounts in millions)September 7, 2004


200
(3)

3.490%  3.750%

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


200
(3)

3.500%  3.910%

September 15, 2008  September 15, 2009September 17, 2004


100
(2)

3.510%  3.740%

September 17, 2008  September 17, 2009September 23, 2004


100
(2)

3.4335%  3.438%

September 23, 2008December 20, 2005


150
(3)

4.74%  4.752%

June 20, 2008  December 22, 2008February 14, 2006


300
(3)

4.925%  4.9435%

February 14, 2008  February 14, 2009February 28, 2006


50
(1)

4.93275%

August 28, 2008March 10, 2006


150
(2)

5.010%

March 10, 2008May 25, 2006


300
(3)

5.326%

May 25, 2009  May 26, 2009May 26, 2006


200
(2)

5.2725% -5.275%

May 26, 2009May 31, 2006


100
(2)

5.295%  5.312%

May 31, 2008  May 31, 2009June 12, 2006


150
(2)

5.27%  5.279%

June 12, 2009November 26, 2007


600
(4)

4.1852%  4.604%

November 26, 2010  November 26, 2012Total

$
2,600     (1)
    
    Consists of one swap.(2)
    
    Consists of two swaps.(3)
    
    Consists of three swaps.(4)
    
    Consists of four swaps.       F-40




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          7.
    Redeemable
    Preferred Stock, Warrants and Other       F-41




---



##### Table of Contents



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


0
%Expected volatility


35
%Risk-free interest rate


3.0
%Expected holding period


5 years       Series A-1
     F-42




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      8.
    Stock
    Incentive Plans        December 31, 2007

December 31, 2006Dividend yield

0%

0%Expected volatility

23.5%

28.2%Risk-free interest rate

4.5%

4.4%Expected life

5 Years

5 Years      F-43




---



##### Table of Contents



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


AggregateExercise/Grant


IntrinsicShares


Price Per Share


ValueAwards outstanding, January 1, 2007


5,281,773


$
41.98


$
29,690Granted


1,266,795



73.29



Business.com stock-based awards converted


196,826



10.01



5,391Exercises


(718,483
)


30.50



(7,991
)Forfeitures


(163,109
)


61.93



(369
)Awards outstanding, December 31, 2007


5,863,802


$
48.51


$
26,721Available for future grants at December 31, 2007


3,071,419       Stock Awards Outstanding



Stock Awards ExercisableWeighted Average









Weighted Average


Weighted AverageRange of




Remaining


Weighted Average






Remaining


Exercise/Exercise/Grant




Contractual Life


Exercise/Grant






Contractual Life


Grant Price PerPrices

Shares


(In Years)


Price Per Share



Shares


(In Years)


Share$0.22  $5.36


113,929



8.35


$
2.33




26,523



8.08


$
2.30$10.78  $14.75


139,009



5.60



10.78




117,692



5.50



10.78$15.22  $19.41


186,960



4.07



16.77




133,640



1.99



16.19$24.75  $29.59


1,448,776



2.45



26.02




1,448,776



2.45



26.02$30.11  $39.21


82,614



2.19



31.46




82,614



2.19



31.46$41.10  $43.85


892,815



3.35



41.26




892,815



3.35



41.26$46.06  $55.25


79,397



5.22



51.91




36,304



4.62



51.14$56.55  $66.23


1,800,368



4.91



63.81




1,035,123



4.74



63.82$70.44  $80.68


1,119,934



6.18



74.36




1,675



6.16



74.315,863,802



4.33


$
48.51




3,775,162



3.42


$
39.40    F-44




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Weighted AverageNon-vested


Grant Date


Non-Vested


Weighted AverageStock Options


Exercise Price Per


Restricted


Grant Date Fairand SARs


Award


Stock


Value Per AwardNon-vested at January 1, 2007


1,797,668


$
45.18



193,083


$
61.31Granted


1,266,795



73.29



18,701



73.39Non-vested Business.com


196,826



10.01







Options ConvertedVested


(1,009,540
)


52.35



(48,461
)


73.11Forfeitures


(163,109
)


61.93



(11,759
)


60.77Non-vested at December 31, 2007


2,088,640


$
63.96



151,564


$
62.67              F-45




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           F-46




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Income
    Taxes      2007


2006


2005Current provisionU.S. Federal

$
11,839


$



$
State and local


8,526



627



Total current provision


20,365



627



Deferred provision (benefit)U.S. Federal


15,712



(112,897
)


37,087State and local


(7,044
)


27,745



6,089Total deferred provision (benefit)


8,668



(85,152
)


43,176Provision (benefit) for income taxes

$
29,033


$
(84,525
)

$
43,176     2007


2006


2005Statutory U.S. Federal tax rate


35.0
%


35.0
%


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


(9.1
)


(8.8
)


3.6Non-deductible expense


0.9



0.4



0.4Change in valuation allowance


10.2



(0.1
)


Other


1.3



(0.3
)


Effective tax rate


38.3
%


26.2
%


39.0
%  F-47




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Deferred tax assetsAllowance for doubtful accounts

$
15,103


$
23,467Deferred and other compensation


37,120



14,079Deferred directory revenue and costs


22,270



Deferred financing costs


25,836



45,585Capital investments


6,208



5,978Debt and other interest


49,503



67,992Pension and other retirement benefits


27,782



40,977Restructuring reserves


1,586



896Net operating loss and credit carryforwards


250,276



280,106Other


10,980



1,320Total deferred tax assets


446,664



480,400Valuation allowance


(13,726
)


(5,978
)Net deferred tax assets


432,938



474,422Deferred tax liabilitiesDeferred directory revenue and costs






101,465Fixed assets and capitalized software


34,751



12,798Purchased goodwill and intangible assets


2,638,668



2,535,702Other


144



3,441Total deferred tax liabilities


2,673,563



2,653,406Net deferred tax liability

$
2,240,625


$
2,178,984      F-48




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Adoption
    of FIN No. 48
   F-49




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at January 1, 2007

$
171,476Gross additions based on tax positions related to the current
    year


1,695Gross additions for tax positions of prior years


6,673Gross reductions based on tax positions related to the current
    year


(581
)Gross reductions for tax positions of prior years


(1,125
)Settlements


(168,150
)Balance at December 31, 2007

$
9,988             10.
    Benefit
    Plans   F-50




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    RHD Pension Plan.
    Dex Media Pension Plan.
  RHD, Dex Media and Business.com Savings
    Plans.
  Postretirement Benefits.
 F-51




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Benefit
    Obligation and Funded Status
    Pension Plans


Postretirement Plans2007


2006


2007


2006Change in benefit obligationBenefit obligation, beginning of year

$
315,104


$
125,759


$
91,721


$
23,227Dex Media benefit obligation, as of February 1, 2006






208,408







69,309Service cost


14,209



13,281



2,005



2,668Interest cost


17,741



16,717



5,325



4,642Plan participant contributions










420



337Amendments


555



387







(66
)Actuarial (gain)/loss


(21,284
)


(12,814
)


1,107



(4,512
)Benefits paid


(6,813
)


(6,654
)


(4,679
)


(3,884
)Plan settlement


(18,820
)


(29,980
)






Benefit obligation, end of year

$
300,692


$
315,104


$
95,899


$
91,721Change in plan assetsFair value of plan assets, beginning of year

$
239,064


$
100,783


$



$
Dex Media fair value of plan assets, as of February 1, 2006






158,555







Return on plan assets


13,011



16,220







Employer contributions


16,455



140



4,259



3,547Plan participant contributions










420



337Benefits paid


(6,813
)


(6,654
)


(4,679
)


(3,884
)Plan settlement


(18,820
)


(29,980
)






Fair value of plan assets, end of year

$
242,897


$
239,064


$



$
Funded status at end of year

$
(57,795
)

$
(76,040
)

$
(95,899
)

$
(91,721
)     Pension Plans


Postretirement Plans2007


2006


2007


2006Current liabilities

$
(417
)

$
(200
)

$
(6,835
)

$
(5,525
)Non-current liabilities


(57,378
)


(75,840
)


(89,064
)


(86,196
)Net amount recognized

$
(57,795
)

$
(76,040
)

$
(95,899
)

$
(91,721
)    F-52




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2007


2006Projected benefit obligation

$
6,233


$
5,287Accumulated benefit obligation

$
4,063


$
3,323   Components
    of Net Periodic Benefit Expense
    2007


2006


2005Service cost

$
14,209


$
13,281


$
5,050Interest cost


17,741



16,717



6,406Expected return on plan assets


(19,314
)


(19,203
)


(8,363
)Amortization of unrecognized prior service cost


152



130



133Settlement gain


(1,543
)


(982
)


Other adjustment


(6
)






Amortization of unrecognized net loss


1,586



2,062



1,326Net periodic benefit expense

$
12,825


$
12,005


$
4,552     2007


2006


2005Service cost

$
2,005


$
2,668


$
685Interest cost


5,325



4,642



1,195Other adjustment


(6
)






Amortization of unrecognized prior service cost


856



219



814Amortization of unrecognized net loss


63



813



175Net periodic benefit expense

$
8,243


$
8,342


$
2,869   Adoption
    of SFAS No. 158
    Before



AfterApplication

SFAS No. 158

Applicationof SFAS No. 158

Adjustment

of SFAS No. 158Liability for pension and postretirement benefits

$
(155,380
)

$
(12,381
)

$
(167,761
)Deferred income taxes






(5,145
)


Accumulated other comprehensive loss, net of tax

$
(9,871
)

$
(8,611
)

$
(18,482
)  F-53




---



##### Table of Contents



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

PostretirementPlans

PlansPreviously unrecognized actuarial loss expected to be recognized
    in 2008

$
828


$
36Previously unrecognized prior service cost expected to be
    recognized in 2008

$
196


$
666     Pension Plans


Postretirement Plans2007


2006


2007


2006Net actuarial loss (gain)

$
10,907


$
25,924


$
694


$
(355
)Prior service cost

$
1,753


$
1,350


$
2,039


$
2,894   Assumptions
    2007


2006Weighted average discount rate


6.48
%


5.90
%Rate of increase in future compensation


3.66
%


3.66
%       2007


2006


2005Weighted average discount rate


5.90
%


5.50
%


5.75
%Rate of increase in future compensation


3.66
%


3.66
%


3.66
%Expected return on plan assets


8.25
%


8.25
%


8.25
%     July 1, 2006


February 1, 2006through


through2007


December 31, 2006


June 30, 2006Weighted average discount rate


5.90
%


6.25
%


5.50
%Rate of increase in future compensation


3.66
%


3.66
%


3.66
%Expected return on plan assets


8.50
%


9.00
%


9.00
%  F-54




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Employers Accounting
    for Settlements and Curtailments of Defined Benefit Plans and
    for Termination Benefits
      2007


2006Healthcare cost trend rate assumed for next yearUnder 65


9.0
%


10.0
%65 and older


11.0
%


12.0
%Rate to which the cost trend rate is assumed to declineUnder 65


5.0
%


5.0
%65 and older


5.0
%


5.0
%Year ultimate trend rate is reached


2013



2013     2007


2006Healthcare cost trend rates assumed for next yearUnder 65


10.4%-11.0
%


10.0
%65 and older


11.4%-13.0
%


12.0
%Rate to which the cost trend rate is assumed to declineUnder 65


5.0
%


5.0
%65 and older


5.0
%


5.0
%Years ultimate trend rates are reached


2014-2016



2013     One Percent ChangeIncrease


DecreaseEffect on the aggregate of the service and interest cost
    components of net periodic postretirement benefit cost
    (Consolidated Statement of Operations)

$
446


$
(373
)Effect on accumulated postretirement benefit obligation
    (Consolidated Balance Sheet)

$
4,769


$
(4,078
)  F-55




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Plan
    Assets
    RHD Plan


Dex Media PlanPlan Assets at


Asset


Plan Assets at


AssetDecember 31,


Allocation


December 31,


Allocation2007


Target


2007


TargetEquity securities


64
%


65
%


64
%


65
%Debt securities


36
%


35
%


36
%


35
%Total


100
%


100
%


100
%


100
%     RHD Plans


Dex Media PlanPlan Assets at


Asset


Plan Assets at


AssetDecember 31,


Allocation


December 31,


Allocation2006


Target


2006


TargetEquity securities


67
%


65
%


66
%


65
%Debt securities


33
%


35
%


34
%


35
%Total


100
%


100
%


100
%


100
%          F-56




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Estimated
    Future Benefit Payments
    MedicarePension


Postretirement


Part DPlans


Plans


Subsidy2008

$
25,208


$
6,835


$
682009


25,288



7,407



902010


26,006



8,068



1112011


25,839



8,598



1362012


25,914



8,930



164Years
    2013-2017


141,564



46,186



1,173     Additional
    Information and Subsequent Events
      11.
    Commitments   F-57




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008

$
25,9772009


26,8332010


23,6172011


21,0172012


17,160Thereafter


74,546Total

$
189,150     12.
    Legal
    Proceedings         F-58




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Business
    Segments    14.
    R.H.
    Donnelley Corporation (Parent Company) Financial
    Statements     F-59




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  R.H.
    Donnelley Corporation
  Condensed
    Parent Company Balance Sheets
  December 31,2007


2006AssetsCash and cash equivalents

$
18,900


$
122,565Intercompany, net


279,244



Prepaid and other current assets


8,948



9,485Total current assets


307,092



132,050Investment in subsidiaries


5,231,597



4,507,776Fixed assets and computer software, net


10,462



7,258Other non-current assets


91,506



148,066Intercompany note receivable


300,000



Total assets

$
5,940,657


$
4,795,150Liabilities and Shareholders EquityAccounts payable and accrued liabilities

$
14,032


$
8,483Accrued interest


123,882



90,971Total current liabilities


137,914



99,454Intercompany, net






413,098Long-term debt


3,962,871



2,451,873Deferred income taxes, net


5,161



Other long-term liabilities


11,975



9,969Shareholders equity


1,822,736



1,820,756Total liabilities and shareholders equity

$
5,940,657


$
4,795,150  F-60




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  R.H.
    Donnelley Corporation
  Condensed
    Parent Company Statements of Operations
  For the Years Ended December 31,2007


2006


2005Expenses

$
19,678


$
1,641


$
38Partnership and equity income (loss)


338,606



(125,677
)


131,381Operating income (loss)


318,928



(127,318
)


131,343Interest expense, net


(244,854
)


(194,911
)


(20,634
)Other income


1,818







Income (loss) before income taxes


75,892



(322,229
)


110,709Provision (benefit) for income taxes


29,033



(84,525
)


43,176Net income (loss)


46,859



(237,704
)


67,533Preferred dividend






1,974



11,708(Gain) loss on repurchase of redeemable convertible preferred
    stock






(31,195
)


133,681Accretion of redeemable convertible preferred stock to
    redemption value










211,020Income (loss) available to common shareholders

$
46,859


$
(208,483
)

$
(288,876
)  F-61




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  R.H.
    Donnelley Corporation
  Condensed
    Parent Company Statements of Cash Flows
  For the Years Ended December 31,2007


2006


2005Cash flow from operating activities

$
(220,262
)

$
37,777


$
(11,219
)Cash flow from investing activities:Additions to fixed assets and computer software


(4,095
)


(6,389
)


Acquisitions, net of cash received


(336,925
)


(1,768,626
)


(6,450
)Net cash used in investing activities


(341,020
)


(1,775,015
)


(6,450
)Cash flow from financing activities:Proceeds from issuance of debt, net of costs


1,468,648



2,079,005



293,439Borrowings under credit facility


328,000







Credit facility repayments


(328,000
)






Repurchase of redeemable convertible preferred stock and
    redemption of purchase rights






(336,819
)


(277,197
)(Decrease) increase in checks not yet presented for payment


(408
)


505



Proceeds from employee stock option exercises


13,412



31,665



7,383Proceeds from the issuance of common stock


9,000







Repurchase of common stock


(89,578
)






Repurchase of warrants






(53,128
)


Intercompany investments


(907,735
)






Intercompany debt


(300,000
)






(5,126
)Dividends from subsidiaries


264,278



137,745



Net cash provided by financing activities


457,617



1,858,973



18,499Change in cash


(103,665
)


121,735



830Cash at beginning of year


122,565



830



Cash at end of year

$
18,900


$
122,565


$
830  F-62




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##### Table of Contents



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


Net AdditionsBalance at


Acquisition


Charged to


Write-offs


Balance atBeginning of


and Dex


Revenue and


and Other


End ofPeriod


Media Merger


Expense


Deductions


PeriodAllowance for Doubtful Accounts and Sales ClaimsFor the year ended December 31, 2007

$
42,952



449



135,726



(136,310
)

$
42,817For the year ended December 31, 2006

$
27,328



57,353



116,330



(158,059
)

$
42,952For the year ended December 31, 2005

$
33,093







54,921



(60,686
)

$
27,328Deferred Tax Asset Valuation AllowanceFor the year ended December 31, 2007

$
5,978







7,748






$
13,726For the year ended December 31, 2006

$
6,148











(170
)

$
5,978For the year ended December 31, 2005

$
6,148














$
6,148   16.
    Quarterly
    Information (unaudited)  Three Months EndedMarch 31


June 30


September 30


December 312007Net
    revenue(1)

$
661,296


$
667,028


$
671,195


$
680,780Operating income


227,978



239,163



237,470



200,355Net income (loss)


15,951



24,923



18,125


$
(12,140
)Basic earnings (loss) per share

$
0.23


$
0.35


$
0.25


$
(0.17
)Diluted earnings (loss) per share

$
0.22


$
0.34


$
0.25


$
(0.17
)   Three Months EndedMarch 31


June 30


September 30


December 312006Net
    revenue(1)(2)

$
320,680


$
432,925


$
525,938


$
619,754Operating
    income(3)


38,067



73,395



144,587



186,777Net loss


(71,718
)


(79,827
)


(35,385
)


(50,774
)Preferred
    dividend(4)


1,974











Gain on repurchase of preferred
    stock(4)


(31,195
)










Loss available to common shareholders


(42,497
)


(79,827
)


(35,385
)


(50,774
)Basic and diluted loss per share

$
(0.76
)

$
(1.15
)

$
(0.51
)

$
(0.72
)     (1)
    
    Adjustments for customer claims have been reclassified to net
    revenue during 2007 and 2006. See Note 1, Business
    and Presentation, for additional information regarding
    this reclassification.(2)
    
    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 Dex Media Business
    or the AT&T Directory Business prior to each acquisition or
    for any directories published in the months the acquisitions
    were completed. F-63




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Concluded)
   (3)
    
    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 Dex Media Business or the
    AT&T Directory Business prior to each acquisition or for
    any directories published in the months the acquisitions were
    completed.(4)
    
    On January 27, 2006, we repurchased the remaining
    100,301 shares of our outstanding Preferred Stock from the
    GS Funds for $336.1 million in cash, including accrued cash
    dividends and interest pursuant to the terms of the Stock
    Purchase Agreement. Based on the terms of the Stock Purchase
    Agreement, the repurchase of the Preferred Stock became a
    probable event on October 3, 2005, requiring the recorded
    value of the Preferred Stock to be accreted to its redemption
    value of $334.1 million at December 31, 2005, and as a
    result of the GS Repurchase, $336.1 million at
    January 27, 2006. The accretion to redemption value of
    $2.0 million (which represented accrued dividends and
    interest) for the quarter ended March 31, 2006 has been
    recorded as an increase to loss available to common shareholders
    on the consolidated statement of operations. In conjunction with
    the GS Repurchase, we also reversed the previously recorded BCF
    related to these shares and recorded a decrease to loss
    available to common shareholders on the consolidated statement
    of operations of approximately $31.2 million for the
    quarter ended March 31, 2006. F-64




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.  Form 8-K
  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.   85




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Regulation S-K Form 10-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   86




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.  (a)(1)
    and (2)  List of financial statements and financial
    statement schedules
    Managements Report on Internal Control Over Financial
    ReportingReports of Independent Registered Public Accounting FirmsConsolidated Balance Sheets at December 31, 2007 and 2006Consolidated Statements of Operations and Comprehensive Income
    (Loss) for each of the years in the three year period ended
    December 31, 2007Consolidated Statements of Cash Flows for each of the years in
    the three year period endedDecember 31, 2007Consolidated Statements of Changes in Shareholders Equity
    (Deficit) for each of the years in the three year period ended
    December 31, 2007Notes to Consolidated Financial Statements    87




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##### Table of Contents



(b) Exhibits:
  Exhibit No.

Document2
.1#

Agreement and Plan of Merger, dated as of October 3, 2005,
    by and among the Company, Dex Media, Inc. and Forward
    Acquisition Corp. (incorporated by reference to Exhibit 2.1
    to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File
    No. 001-07155)3
.1

Restated Certificate of Incorporation of the Company
    (incorporated by reference to Exhibit 3.1 to the Quarterly
    Report on
    Form 10-Q
    for the three months ended March 31, 1999, filed with the
    Securities and Exchange Commission on May 14, 1999
    Commission File
    No. 001-07155)3
.2*

Third Amended and Restated By-laws of the Company, as amended4
.1

Indenture, dated as of December 3, 2002, between R.H.
    Donnelley Inc. (as successor to R.H. Donnelley Finance
    Corporation I), as Issuer, and The Bank of New York, as Trustee,
    with respect to the 8.875% Senior Notes due 2010
    (incorporated by reference to Exhibit 4.13 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File
    No. 001-07155)
    This is no longer in effect.4
.2

Form of 8.875% Senior Notes due 2010 (included in
    Exhibit 4.1) This is no longer in effect.4
.3

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

Second Supplemental Indenture, dated as of September 1,
    2004, by and among R.H. Donnelley Inc., the guarantors party
    thereto and The Bank of New York, as Trustee, with respect to
    the 8.875% Senior Notes due 2010 of R.H. Donnelley Inc.
    (incorporated by reference to Exhibit 4.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File
    No. 001-07155)
    This is no longer in effect.4
.5

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

Guarantees relating to the 8.875% Senior Notes due 2010
    (incorporated by reference to Exhibit 4.16 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File
    No. 001-07155)
    This is no longer in effect.4
.7

Senior Guarantees relating to Second Supplemental Indenture to
    the Indenture governing the 8.875% Senior Notes due 2010
    (incorporated by reference to Exhibit 4.3 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File
    No. 001-07155)
    This 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 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)
    This is no longer in effect.4
.9

Form of 10.875% Senior Subordinated Notes due 2012
    (included in Exhibit 4.8) This is no longer in effect. 88




---



##### Table of Contents



Exhibit No.

Document4
.10

Supplemental Indenture, dated as of January 3, 2003, among
    R.H. Donnelley Inc., as Issuer, the Company and the other
    guarantors signatory thereto, as Guarantors, and The Bank of New
    York, as Trustee, with respect to the 10.875% Senior
    Subordinated Notes due 2012 (incorporated by reference to
    Exhibit 4.18 to the Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File
    No. 001-07155)
    This is no longer in effect.4
.11

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

Third Supplemental Indenture, dated as of September 1,
    2004, among R.H. Donnelley Inc., and the guarantors party
    thereto, as Guarantors, and The Bank of New York, as Trustee,
    with respect to the 10.875% Senior Subordinated Notes due
    2012 of R.H. Donnelley Inc. (incorporated by reference to
    Exhibit 4.2 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File
    No. 001-07155)
    This is no longer in effect.4
.13

Guarantees relating to the 10.875% Senior Subordinated
    Notes due 2012 (incorporated by reference to Exhibit 4.20
    to the Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File
    No. 001-07155)
    This is no longer in effect.4
.14

Senior Subordinated Guarantees relating to the Third
    Supplemental Indenture to the Indenture governing the
    10.875% Notes due 2012 (incorporated by reference to
    Exhibit 4.4 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File
    No. 001-07155)
    This is no longer in effect.4
.15

Fourth Supplemental Indenture, dated as of October 2, 2007,
    by and among R.H. Donnelley Inc., as issuer, R.H. Donnelley
    Corporation, as guarantor, the subsidiary guarantors named
    therein, as guarantors, and The Bank of New York, as trustee
    (incorporated by reference to Exhibit 4.1 to the Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 5, 2007, Commission file
    No. 001-07155).
    This is no longer in effect.4
.16

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
.17

Form of 8% Notes due 2013 (included in Exhibit 4.16)4
.18

Supplemental Indenture, dated as of January 31, 2006,
    between Dex Media, Inc. (f/k/a Forward Acquisition Corp.) and
    U.S. Bank National Association, as Trustee, with respect to Dex
    Media, Inc.s 8% Notes due 2013 (incorporated by
    reference to Exhibit 4.1 to Dex Media, Inc.s Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)4
.19

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
.20

Form of 9% Discount Notes due 2013 (included in
    Exhibit 4.19) 89




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##### Table of Contents



Exhibit No.

Document4
.21

Supplemental Indenture, dated as of January 31, 2006,
    between Dex Media, Inc. (f/k/a Forward Acquisition Corp.) and
    U.S. Bank National Association, as Trustee, with respect to Dex
    Media, Inc.s 9% Discount Notes due 2013 (incorporated by
    reference to Exhibit 4.2 to Dex Media, Inc.s Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)4
.22

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
.23

Form of 9% Discount Notes due 2013 (included in
    Exhibit 4.22)4
.24

Supplemental Indenture, dated as of January 31, 2006,
    between Dex Media, Inc. (f/k/a Forward Acquisition Corp.) and
    U.S. Bank National Association, as Trustee, with respect to Dex
    Media, Inc.s 9% Discount Notes due 2013 (incorporated by
    reference to Exhibit 4.3 to Dex Media, Inc.s Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)4
.25

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)
    This is no longer if effect.4
.26

Form of
    97/8% Senior
    Notes due 2009 (included in Exhibit 4.25) This is no longer
    in effect.4
.27

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)
    This is no longer in effect.4
.28

Form of
    121/8% Senior
    Subordinated Notes due 2012 (included in Exhibit 4.27) This
    is no longer in effect.4
.29

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
.30

Form of
    81/2% Senior
    Notes due 2010 (included in Exhibit 4.29)4
.31

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
.32

Form of
    97/8% Senior
    Subordinated Notes due 2013 (included in Exhibit 4.31)4
.33

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. 333-121259) 90




---



##### Table of Contents



Exhibit No.

Document4
.34

Form of
    57/8% Senior
    Notes due 2011 (included in Exhibit 4.33)4
.35

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
.36

Form of
    67/8% Senior
    Notes due 2013 (included in Exhibit 4.35)4
.37

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
.38

Form of 6.875%
    Series A-1
    Senior Discount Note due 2013 (included in Exhibit 4.37)4
.39

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
.40

Form of 6.875%
    Series A-2
    Senior Discount Note due 2013 (included in Exhibit 4.39)4
.41

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
.42

Indenture, dated January 27, 2006, by and between the
    Company (as successor to R.H. Donnelly Finance Corporation III),
    as Issuer, and The Bank of New York, as Trustee, with respect to
    the Companys 8.875%
    Series A-3
    Senior Notes due 2016 (incorporated by reference to
    Exhibit 4.6 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File
    No. 001-07155)4
.43

Form of 8.875%
    Series A-3
    Senior Note due 2016 (included in Exhibit 4.42)4
.44

Supplemental Indenture, dated January 31, 2006, between the
    Company and The Bank of New York, as Trustee, with respect to
    the Companys 8.875%
    Series A-3
    Senior Notes due 2016 (incorporated by reference to
    Exhibit 4.8 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File
    No. 001-07155)4
.45

Indenture, dated October 2, 2007, between R.H. Donnelly
    Corporation and The Bank of New York, as trustee, relating to
    R.H. Donnelley Corporations 8.875%
    Series A-4
    Senior Notes due 2017 (incorporated by reference to
    Exhibit 4.1 to the Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 5, 2007, Commission file
    No. 001-07155)4
.46

Form of 8.875%
    Series A-4
    Senior Notes due 2017, included in Exhibit 4.45.10
.1

Non-Competition Agreement, dated as of January 3, 2003, by
    and among the Company, R.H. Donnelley Publishing &
    Advertising, Inc. (f/k/a Sprint Publishing &
    Advertising, Inc.), CenDon, L.L.C., R.H. Donnelley Directory
    Company (f/k/a Centel Directory Company), Sprint Corporation and
    the Sprint Local Telecommunications Division (incorporated by
    reference to Exhibit 10.4 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 17, 2003, Commission File
    No. 001-07155) 91




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Exhibit No.

Document10
.2

Letter from Sprint Nextel Corporation, dated as of May 16,
    2006, acknowledging certain matters with respect to the
    Non-Competition Agreement described above as Exhibit 10.1
    (incorporated by reference to Exhibit 10.12 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    May 19, 2006, Commission File
    No. 001-07155)10
.3

Directory Services License Agreement, dated as of May 16,
    2006, by and among R.H. Donnelley Publishing &
    Advertising, Inc., CenDon, L.L.C., R.H. Donnelley Directory
    Company, Embarq Corporation, Embarq Directory Trademark Company,
    LLC and certain subsidiaries of Embarq Corporation formerly
    constituting Sprint Local Telecommunications Division
    (incorporated by reference to Exhibit 10.6 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    May 19, 2006)10
.4

Trademark License Agreement, dated as of May 16, 2006, by
    and among R.H. Donnelley Publishing & Advertising,
    Inc., R.H. Donnelley Directory Company and Embarq Directory
    Trademark Company, LLC (incorporated by reference to
    Exhibit 10.7 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    May 19, 2006)10
.5

Publisher Trademark License Agreement, dated as of May 16,
    2006, by and among R.H. Donnelley Publishing &
    Advertising, Inc., CenDon, L.L.C., R.H. Donnelley Directory
    Company and Embarq Corporation (incorporated by reference to
    Exhibit 10.8 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    May 19, 2006)10
.6

Non-Competition Agreement, dated as of May 16, 2006, by and
    among R.H. Donnelley Corporation, R.H. Donnelley
    Publishing & Advertising, Inc., CenDon, L.L.C., R.H.
    Donnelley Directory Company, Embarq Corporation and certain
    subsidiaries of Embarq Corporation formerly constituting Sprint
    Local Telecommunications Division (incorporated by reference to
    Exhibit 10.9 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    May 19, 2006)10
.7

Subscriber Listings Agreement, dated as of May 16, 2006, by
    and among R.H. Donnelley Publishing & Advertising,
    Inc., CenDon, L.L.C., R.H. Donnelley Directory Company, Embarq
    Corporation and certain subsidiaries of Embarq Corporation
    formerly constituting Sprint Local Telecommunications Division
    (incorporated by reference to Exhibit 10.10 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    May 19, 2006)10
.8

Standstill Agreement, dated as of May 16, 2006, by and
    between R.H. Donnelley Publishing & Advertising, Inc.
    and Embarq Corporation (incorporated by reference to
    Exhibit 10.11 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    May 19, 2006)10
.9#

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

Non-Competition Agreement, dated as of September 1, 2004,
    by and between the Company and SBC Communications Inc.
    (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File
    No. 001-07155) 92




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Exhibit No.

Document10
.11

SMARTpages Reseller Agreement, dated as of September 1,
    2004, among SBC Communications, Inc., Southwestern Bell Yellow
    Pages, Inc., SBC Knowledge Ventures, L.P., the Company, R.H.
    Donnelley Publishing & Advertising of Illinois
    Partnership (f/k/a The APIL Partners Partnership) and
    DonTech II Partnership (incorporated by reference to
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File
    No. 001-07155)10
.12

Ameritech Directory Publishing Listing License Agreement, dated
    as of September 1, 2004, among R.H. Donnelley
    Publishing & Advertising of Illinois Partnership
    (f/k/a The APIL Partners Partnership), DonTech II
    Partnership and Ameritech Services Inc. (incorporated by
    reference to Exhibit 10.4 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File
    No. 001-07155)10
.13

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

Amended and Restated Agreement for the Provision of Billing and
    Collection Services for Directory Publishing Services, dated
    September 1, 2003, by and between Qwest Corporation and Dex
    Media East LLC (f/k/a SGN LLC) (incorporated by reference to
    Exhibit 10.8 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.15

Agreement for the Provision of Billing and Collection Services
    for Directory Publishing Services, dated as of September 1,
    2003, by and between Qwest Corporation and Dex Media West LLC
    (f/k/a GPP LLC) (incorporated by reference to Exhibit 10.9
    to Dex Media, Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.16

Non-Competition and Non-Solicitation Agreement, dated
    November 8, 2002, by and between Dex Media East LLC (f/k/a
    SGN LLC), Dex Media West LLC (f/k/a GPP LLC), Dex Holdings LLC
    and Qwest Corporation, Qwest Communications International Inc.
    and Qwest Dex, Inc. (incorporated by reference to
    Exhibit 10.10 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.17ˆ

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
.18ˆ

Pension Benefit Equalization Plan (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
    October 26, 2007, Commission File
    No. 001-07155)10
.19ˆ

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
.20ˆ

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
.21ˆ

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) 93




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##### Table of Contents



Exhibit No.

Document10
.22ˆ

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
.23ˆ

Form of Restricted Stock Units Agreement under 2005 Plan
    (incorporated by reference to Exhibit 10.19 to the
    Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    May 10, 2006, Commission File
    No. 001-07155)10
.24ˆ

Form of Stock Appreciation Rights Grant Agreement under 2005
    Plan (incorporated by reference to Exhibit 10.10 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File
    No. 001-07155)10
.25ˆ

Form of R.H. Donnelley Corporation Restricted Stock Units
    Agreement under 2005 Plan (incorporated by reference to
    Exhibit 10.21 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005, filed with the
    Securities and Exchange Commission on March 16, 2006,
    Commission File
    No. 001-07155)10
.26ˆ

Deferred Compensation Plan, as amended and restated as of
    January 1, 2008 (incorporated by reference to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 26, 2007, Commission File
    No. 001-07155)10
.27ˆ

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
.28ˆ

First Amendment to Stock Option Plan of Dex Media, Inc.,
    effective as of September 9, 2003 (incorporated by
    reference to Exhibit 10.28 to Dex Media, Inc.s
    Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.29ˆ

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
.30ˆ

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
.31ˆ

Amended and Restated Employment Agreement, dated October 3,
    2005, by and between the Company and David C. Swanson
    (incorporated by reference to Exhibit 10.7 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File
    No. 001-07155)10
.32ˆ

Amended and Restated Employment Agreement, dated October 3,
    2005, by and between the Company and Peter J. McDonald
    (incorporated by reference to Exhibit 10.8 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File
    No. 001-07155)10
.33ˆ

Amended and Restated Employment Agreement, dated October 3,
    2005, by and between the Company and Steven M. Blondy
    (incorporated by reference to Exhibit 10.9 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File
    No. 001-07155)10
.34ˆ

Employment Agreement, dated as of February 21, 2006, by and
    between the Company and George A. Burnett (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 23, 2006, Commission File
    No. 001-07155).
    This Agreement is no longer in effect. 94




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Exhibit No.

Document10
.35ˆ

Separation Agreement and Release, dated as of May 5, 2006,
    by and between the Company and George A. Burnett (incorporated
    by reference to Exhibit 10.32 to the Companys
    Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    November 8, 2006, Commission File
    No. 001-07155)10
.36ˆ

Employment Agreement, dated as of January 1, 2001, by and
    between the Company and Robert J. Bush (incorporated by
    reference to Exhibit 10.37 to the Companys Annual
    Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 28, 2001, Commission File
    No. 001-07155)10
.37ˆ

Amendment No. 1 to Employment Agreement, dated as of
    February 27, 2001, by and between the Company and Robert J.
    Bush (incorporated by reference to Exhibit 10.38 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 28, 2001, Commission File
    No. 001-07155)10
.38ˆ

Board of Director Compensation Plan (incorporated by reference
    to Exhibit 10.85 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2005, filed with the
    Securities and Exchange Commission on March 16, 2006,
    Commission File
    No. 001-07155)10
.39#

Second Amended and Restated Credit Agreement, dated
    December 13, 2005, among the Company, R.H. Donnelley Inc.,
    the several banks and other financial institutions or entities
    from time to time parties thereto as lenders, J.P. Morgan
    Securities Inc. and Deutsche Bank Trust Company Americas,
    as co-lead arrangers and joint-bookrunners, JPMorgan Chase Bank,
    N.A., as syndication agent, Bear Stearns Corporate Lending Inc.,
    Credit Suisse, Cayman Islands Branch, Goldman Sachs Credit
    Partners L.P., UBS Securities LLC and Wachovia Bank, National
    Association, as co-documentation agents, and Deutsche Bank
    Trust Company Americas, as administrative agent
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 19, 2005, Commission File
    No. 001-07155)10
.40

First Amendment, dated as of April 24, 2006, to the Second
    Amended and Restated Credit Agreement, dated December 13,
    2005, among the Company, R.H. Donnelley Inc., the several banks
    and other financial institutions or entities from time to time
    parties thereto as lenders, and Deutsche Bank Trust Company
    Americas, as administrative agent (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File
    No. 001-07155)10
.41

Second Amended and Restated Guaranty and Collateral Agreement,
    dated as of December 13, 2005, among the Company, R.H.
    Donnelley Inc., and the subsidiaries of R.H. Donnelley Inc.
    party thereto, and Deutsche Bank Trust Company Americas, as
    collateral agent (incorporated by reference to Exhibit 10.2
    to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 19, 2005, Commission File
    No. 001-07155)10
.42

Reaffirmation, dated as of April 24, 2006, among R.H.
    Donnelley Corporation, R.H. Donnelley Inc. and its subsidiaries
    and Deutsche Bank Trust Company Americas, as administrative
    agent (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File
    No. 001-07155)10
.43#

Amended and Restated Credit Agreement, dated January 31,
    2006, among Dex Media, Inc. (f/k/a Forward Acquisition Corp.),
    Dex Media West, Inc., Dex Media West LLC, and JPMorgan Chase
    Bank, N.A., as collateral agent, and the other lenders from time
    to time parties thereto (incorporated by reference to
    Exhibit 10.1 to Dex Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626) 95




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##### Table of Contents



Exhibit No.

Document10
.44

Reaffirmation Agreement, dated January 31, 2006, among Dex
    Media, Inc. (f/k/a Forward Acquisition Corp.), Dex Media West,
    Inc., Dex Media West LLC, Dex Media West Finance Co., JPMorgan
    Chase Bank, N.A., as administrative agent and collateral agent
    (incorporated by reference to Exhibit 10.2 to Dex Media,
    Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)10
.45

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
.46

First Amendment, dated as of April 24, 2006, to the Amended
    and Restated Credit Agreement dated as of January 31, 2006,
    among Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC,
    the lenders from time to time party thereto, JPMorgan Chase
    Bank, N.A., as administrative agent and collateral agent, and
    the other agents parties thereto (incorporated by reference to
    Exhibit 10.1 to Dex Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File
    No. 333-131626)10
.47

Reaffirmation Agreement, dated as of April 24, 2006, among
    Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, Dex
    Media West Finance Co. and JPMorgan Chase Bank, N.A., as
    collateral agent (incorporated by reference to Exhibit 10.2
    to Dex Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File
    No. 333-131626)10
.48

First Amendment, dated as of April 24, 2006, to the Amended
    and Restated Credit Agreement dated as of January 31, 2006,
    among Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC,
    the lenders from time to time party thereto, JPMorgan Chase
    Bank, N.A., as administrative agent and collateral agent, and
    the other agents parties thereto (incorporated by reference to
    Exhibit 10.3 to Dex Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File
    No. 333-131626)
    This agreement is no longer in effect.10
.49

Reaffirmation Agreement, dated as of April 24, 2006, among
    Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC, Dex
    Media East Finance Co., Dex Media International, Inc. and
    JPMorgan Chase Bank, N.A., as collateral agent (incorporated by
    reference to Exhibit 10.4 to Dex Media, Inc.s Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File
    No. 333-131626)
    This agreement is no longer in effect.10
.50

Warrant Purchase Agreement, dated as of November 2, 2006,
    by and among R.H. Donnelley Corporation and certain investment
    partnerships affiliated with The Goldman Sachs Group, Inc.
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    November 3, 2006, Commission File
    No. 001-07155).
    This Agreement is no longer in effect10
.51

Credit Agreement, dated as of August 23, 2007, among R.H.
    Donnelley Corporation, as borrower, JPMorgan Chase Bank, N.A.,
    as administrative agent, and the several banks and other
    financial institutions from time to time party thereto
    (incorporated by reference to Exhibit 10.1 to the Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    August 28, 2007, Commission File
    No. 001-07155)
    This agreement is no longer in effect.10
.52

Registration Rights Agreement, dated October 2, 2007, by
    and between R.H. Donnelley Corporation and the initial
    purchasers identified therein (incorporated by reference to
    Exhibit 10.1 to the Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 5, 2007, Commission file
    No. 001-07155). 96




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##### Table of Contents



Exhibit No.

Document10
.53

Registration Rights Agreement, dated October 17, 2007, by
    and between R.H. Donnelley Corporation and the initial
    purchasers identified therein (incorporated by reference to
    Exhibit 10.1 to the Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 17, 2007, Commission file
    No. 001-07155)10
.54

Credit Agreement, dated as of October 24, 2007, by and
    among Dex Media East LLC, as borrower, Dex Media East, Inc., Dex
    Media, Inc., JPMorgan Chase Bank, N.A., as administrative agent
    and collateral agent, and the several banks and other financial
    institutions or entities from time to time party thereto
    (incorporated by reference to Exhibit 10.1 to Dex Media
    East LLCs Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 26, 2007, Commission File
    No. 333-102395)10
.55

Guarantee and Collateral Agreement, dated as of October 24,
    2007, by and among Dex Media East LLC, Dex Media East Inc., the
    subsidiary guarantor a party thereto and JPMorgan Chase Bank,
    NA, as Collateral Agent (incorporated by reference to
    Exhibit 10.2 to Dex Media East LLCs Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 26, 2007, Commission File
    No. 333-102395)10
.56

Pledge Agreement, dated as of October 24, 2007, by and
    among Dex Media, Inc. and JPMorgan Chase Bank, NA, as Collateral
    Agent (incorporated by reference to Exhibit 10.2 to Dex
    Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 26, 2007, Commission File
    No. 333-131626)10
.57

R.H. Donnelley, Inc. 401(k) Restoration Plan, effective as of
    January 1, 2005 (incorporated by reference to
    Exhibit 99.2 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 26, 2007, Commission File
    No. 001-07155)14
.1

Policy on Business Conduct (amended and restated as of
    January 1, 2007)21
.1*

Subsidiaries of the Registrant23
.1*

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm23
.2*

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, 2007 by David C.
    Swanson, Chairman and Chief Executive Officer of R.H. Donnelley
    Corporation under Section 302 of the Sarbanes-Oxley Act31
.2*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2007 by Steven M.
    Blondy, Executive Vice President and Chief Financial Officer of
    R.H. Donnelley Corporation under Section 302 of the
    Sarbanes-Oxley Act32
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2007 under
    Section 906 of the Sarbanes-Oxley Act by David C. Swanson,
    Chairman and Chief Executive Officer, and Steven M. Blondy,
    Executive Vice President and Chief Financial Officer, for
    R.H. Donnelley Corporation     *
    
    Filed herewith.ˆ
    
    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. 97




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##### Table of Contents



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

Chairman of the Board and 
    Chief Executive Officer

March 13, 2008/s/  Steven
    M. Blondy(Steven
    M. Blondy)

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

March 13, 2008/s/  Karen
    E. Palczuk(Karen
    E. Palczuk)

Vice President  Financial Planning and
    Analysis (Interim Principal
    Accounting Officer)

March 13, 2008/s/  Michael
    P. Conners(Michael
    P. Connors)

Director

March 13, 2008/s/  Nancy
    E. Cooper(Nancy
    E. Cooper)

Director

March 13, 2008/s/  Robert
    Kamerschen(Robert
    Kamerschen)

Director

March 13, 2008/s/  Thomas
    Reddin(Thomas
    Reddin)

Director

March 13, 2008/s/  Alan
    F. Schultz(Alan
    F. Schultz)

Director

March 13, 2008/s/  David
    M. Veit(David
    M. Veit)

Director

March 13, 2008/s/  Barry
    Lawson Williams(Barry
    Lawson Williams)

Director

March 13, 2008/s/  Edwina
    Woodbury(Edwina
    Woodbury)

Director

March 13, 2008  98




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##### Table of Contents



Exhibit Index
  Exhibit No.

Document3
.2*

Third Amended and Restated By-laws of the Company, as amended21
.1*

Subsidiaries of the Registrant23
.1*

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm23
.2*

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, 2007 by David C. Swanson, Chairman and
    Chief Executive Officer of R.H. Donnelley Corporation under
    Section 302 of the Sarbanes-Oxley Act31
.2*

Certification of Annual Report on Form 10-K for the period ended
    December 31, 2007 by Steven M. Blondy, Executive Vice
    President and Chief Financial Officer of R.H. Donnelley
    Corporation under Section 302 of the Sarbanes-Oxley Act32
.1*

Certification of Annual Report on Form 10-K for the period
    ended December 31, 2007 under Section 906 of the
    Sarbanes-Oxley Act by David C. Swanson, Chairman and Chief
    Executive Officer, and Steven M. Blondy, Executive Vice
    President and Chief Financial Officer, for R.H. Donnelley
    Corporation     ˆ
    
    Management contract or compensatory plan.*
    
    Filed herewith 99