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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

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:
    None
  Securities registered pursuant to Section 12(g) of the
    Act: Common Stock, par value $1 per share
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
    Form 10-K




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##### 





TABLE OF
    CONTENTS
  PART IItem 1.

Business


1Item 1A.

Risk Factors


15Item 1B.

Unresolved Staff Comments


29Item 2.

Properties


30Item 3.

Legal Proceedings


30Item 4.

Submission of Matters to a Vote of Security
    Holders


31PART IIItem 5.

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


32Item 6.

Selected Financial Data


35Item 7.

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


38Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


89Item 8.

Financial Statements and Supplementary Data


F-1Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosures


91Item 9A.

Controls and Procedures


91Item 9B.

Other Information


92PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


93Item 11.

Executive Compensation


93Item 12.

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


93Item 13.

Certain Relationships and Related Transactions
    and Director Independence


93Item 14.

Principal Accountant Fees and Services


93PART IVItem 15.

Exhibits and Financial Statement Schedules


94Signatures


103EX-10.40EX-10.41EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS.  General
  (919) 297-1600. www.rhd.com www.dexknows.com ® www.sec.gov
    Corporate
    Overview
    
    We provide simple, cost effective marketing solutions to our
    advertisers that generate a large volume of ready-to-buy
    consumers for their local businesses.
    We provide local search solutions to consumers that are easy to
    use and deliver highly relevant search results through a variety
    of print and online media platforms.  tm tm ® ®
    
    Brand:  Our Dex brand provides differentiation
    and an ability to leverage the capabilities of our print
    products into other media, such as online and mobile;
    Advertisers:  Strong, long-term relationships
    with our advertisers; 1




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
    Products:  Our Triple Play local search
    solutions target consumers who are closer to making purchase
    decisions;
    Channel:  We manage a large, established local
    sales organization; and
    Content:  Our proprietary database contains
    up-to-date information for more than 600,000 national and local
    businesses in 28 states and an infrastructure to service
    these national and local advertisers.  Significant
    Financing Developments
           2




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Historical
    Overview
      50 50
   3




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Segment
    Reporting
    Business
    Overview
     4




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Products
    and Services
    Marketing consultation
  
    Assessment of marketing programs and advertisements;
    Professional advertising design and copywriting; and
    Recommendations for advertising placement.  Research and data
  
    Industry-specific research and information;
    Market-specific research and information; and
    In-depth understanding of how consumers search for businesses
    and what influences them to buy from one versus another.  Distribution of advertiser business information where
    consumers search
  
    Dex yellow pages;
    Dex white pages;
    dexknows.com;
    Dex Search Network, which includes strategic partnerships with
    some of the best known online media companies, such as Google
    and Yahoo!;
    1-800-CALLDEX; and
    B2B Services of Business.com and Work.com.  Triple
    Play Overview
     5




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Print
    Products and Services
  tm
      Yellow
    Pages
      Listing options
  In-column advertising options
  Display advertising options
  White
    Pages
   6




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Specialty/Awareness
    Products
    Online
    Products and Services
  dexknows.com
           7




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
    Yahoo! Local Featured Listings sponsored
    listings with guaranteed placement on the first or second
    results pages for broader exposure in a specific geography or
    category.
    Yahoo! Local 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.    
    Basic Listings RHD has the rights to
    distribute an unlimited number of advertisers to the YPC
    Internet yellow pages website.
    Premium Listings RHD has the rights to sell
    enhanced YPC advertising products, for example, guaranteed
    placement
    and/or
    inclusion on the YPC Internet yellow pages website, to our
    Illinois and Northwest Indiana advertisers.  Dex
    Search Network
      
    Storefront Profile constructs a simple but
    content rich presence on the web for the advertiser that is
    designed to rank well within the organic portion of search
    engine results pages.
    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 website or Storefront Profile.  Business.com
   8




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cost-per-click
  Business
    Cycle Overview
    12-month 12-month
  Sales
        Premise local marketing consultants
  Telephone local marketing consultants
  Locally centralized sales
     9




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Marketing
      Publishing
    and Information Services
  ®
  Printing
    and Distribution
     10




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Online
    Production and Distribution
  pay-per-click
      Credit,
    Collections and Bad Debt Expense
  12-month 12-month
  and/or
      Competition
   11




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Raw
    Materials
   12




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Intellectual
    Property
    tm
  and/or
        
    improve the consumer experience on dexknows.com;
    implement PBA on dexknows.com; and
    implement an advertising network for dexknows.com.    and/or
 13




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Employees
    Executive
    Officers of the Registrant
    Name

Age

Position(s)David C. Swanson


54


Chairman of the Board and Chief Executive OfficerGeorge F. Bednarz


55


Executive Vice President  Enterprise Sales and
    OperationsSteven M. Blondy


49


Executive Vice President and Chief Financial OfficerSean W. Greene


38


Senior Vice President, Corporate Strategy and Business
    DevelopmentTyler D. Gronbach


40


Senior Vice President of Corporate Communications and
    AdministrationMark W. Hianik


48


Senior Vice President, General Counsel and Corporate SecretaryMargaret LeBeau


50


Senior Vice President and Chief Marketing OfficerGretchen Zech


39


Senior Vice President  Human ResourcesJenny L. Apker


51


Vice President and TreasurerRobert J. Bush


43


Vice President  Interim Controller and Interim
    Chief Accounting Officer     David C. Swanson
  George F. Bednarz
 14




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Steven M. Blondy
  Sean W. Greene
  Tyler D. Gronbach
  Mark W. Hianik
  Margaret LeBeau
  Gretchen Zech
  Jenny L. Apker
  Robert J. Bush
  ITEM 1A.
    RISK
    FACTORS  Forward-Looking
    Information
  Form 10-K
 15




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Risks
    Related to Our Financial Condition and Capital
    Structure
  1) Our
    ability to meet substantial debt service
    obligations
  ,
    
    our ability to obtain additional financing on satisfactory terms
    or at all to fund working capital requirements, capital
    expenditures, acquisitions, investments, debt service
    requirements, stock and debt repurchases, dividends and other
    general corporate requirements is limited;
    our ability to borrow additional funds or refinance existing
    indebtedness may be 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 is 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; and
    we could be subject to increased market and industry speculation
    as to our financial condition and the effect of our debt level
    and debt service obligations on our operations, which
    speculation could be disruptive to our relationships with
    customers, suppliers, employees, creditors and other third
    parties.   16




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
    refinancing certain of these obligations through other issuances
    of debt or equity securities;
    amending or restructuring some of the terms, maturities and
    principal amounts of these obligations; or
    effecting other transactions or agreements with holders of such
    obligations.  and/or
  2) Restrictive
    covenants under our debt agreements
    
    incur additional debt;
    pay dividends on, redeem or repurchase capital stock and debt
    obligations, which in the case of our restricted subsidiaries,
    could adversely affect the ability of RHD to satisfy its
    obligations under its notes and to adequately funds its
    operations;
    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.   17




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
    paying dividends and repurchasing capital stock; and
    entering into mergers, joint ventures, consolidations,
    acquisitions, asset dispositions and sale-leaseback transactions.        3) Ongoing
    global credit and liquidity crisis and general economic
    factors.
   18




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
    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.    4) Variable
    rate indebtedness subjects us to interest rate
    risk
    5) Our
    recent suspension of trading on the New York Stock Exchange may
    result in adverse consequences
      Risks
    Related to Our Business
  1) Competition
   19




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20




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2) The
    termination or modification of one or more material Internet
    search engine, local search or portal agreements
    3) Usage
    of proprietary and partner search solutions.
      
    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 presently purchase advertising
    in our yellow pages directories from doing so in the future.     21




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4) Recognition
    of impairment charges for our intangible assets or
    goodwill
  Accounting for the
    Impairment or Disposal of Long-lived Assets
  Goodwill and Other
    Intangible Assets
     22




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5) Information
    technology modernization effort and related IT
    matters
        6) Impact
    of bankruptcy proceedings against Qwest, Embarq or AT&T
    during the term of the respective commercial
    arrangements
   23




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
    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.    7) The
    inability to enforce any of our key agreements with Sprint,
    Embarq, AT&T or Qwest
   24




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
    to the extent it is necessary to protect a legitimate business
    interest of the party seeking enforcement;
    if it does not unreasonably restrain the party against whom
    enforcement is sought; and
    if it is not contrary to the public interest.    and/or
    8) Future
    changes in directory publishing obligations in Qwest and
    AT&T markets and other regulatory matters
   25




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26




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9) Reliance
    on, and extension of credit to, small and medium-sized
    businesses
      10) Dependence
    on third-party providers of printing, distribution, delivery and
    IT services
           27




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11) Fluctuations
    in the price and availability of paper
      12) The
    sale of advertising to national accounts is coordinated by third
    parties that we do not control
      13) Work
    stoppages or increased unionization among our
    workforce
   28




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14) Turnover
    among our sales force or key management
  and/or
    15) The
    loss of important intellectual property rights
    16) Legal
    Proceedings
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   29




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ITEM 2.
    PROPERTIES    Property Location

Approximate Square Footage


Purpose

Lease ExpirationLone Tree,
    CO(1)(3)


143,000


Sales and Administration

2019Englewood,
    CO(1)(4)


137,000


Sales and Operations

2018Cary, 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

2009Bellevue,
    WA(1)


44,000


Sales and Operations

2018Beaverton,
    OR(1)


40,000


Sales and Operations

2016Bristol,
    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)
    
    This lease became effective upon the expiration of our existing
    lease in Englewood, CO in October 2008.(4)
    
    This lease became effective upon the expiration of our existing
    lease in Aurora, CO in November 2008.      ITEM 3.
    LEGAL
    PROCEEDINGS       30




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ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   31




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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
    2008


2007High


Low


High


Low1st Quarter

$
36.92


$
4.27


$
76.21


$
61.912nd Quarter

$
8.59


$
2.66


$
84.49


$
70.673rd Quarter

$
4.12


$
1.40


$
78.10


$
55.344th Quarter

$
2.16


$
0.18


$
64.63


$
33.70     Rule 10b-18
     32




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Equity
    Compensation Plan Information
    Equity
    Compensation Plan Information
  (c)Number ofSecurities(a)





Remaining AvailableNumber of





for Future IssuanceSecurities to Be


(b)


Under EquityIssued Upon


Weighted-Average


Compensation PlansExercise of


Exercise Price of


(ExcludingOutstanding


Outstanding


SecuritiesOptions, Warrants


Options, Warrants


Reflected in ColumnPlan Category

and Rights


and Rights


(a))Equity compensation plans approved by security
    holders(1)

    :2005 Plan


3,995,891


$
12.22



2,720,7062001 Plan


562,804



32.84Equity compensation plans not approved by security holders:1991 Key Employees Stock Option
    Plan(2)


8,652



22.311998 Directors Stock
    Plan(3)


10,650



17.932001 Partner Share
    Plan(4)


4,235



26.45Equity compensation plans acquired:Dex Media, Inc. Incentive Award
    Plans(5)


203,944



41.18



465,016Business.com Incentive Award
    Plans(6)


145,085



8.30



93,843Total


4,931,261


$
15.70



3,279,565     (1)
    
    This reflects securities covered by our 2005 Stock Award and
    Incentive Plan (2005 Plan) and our 2001 Stock Award
    and Incentive Plan (2001 Plan). The 2005 Plan and
    the 2001 Plan were adopted and approved by our shareholders at
    our 2005 and 2001 annual meeting of stockholders, respectively.
    The 2005 Plan replaced the 2001 Plan and all shares available
    for grant under the 2001 Plan became available for grant under
    the 2005 Plan upon its approval by stockholders; provided,
    however, all shares and options then outstanding remained
    subject to the terms and conditions of the 2001 Plan. In March
    2008, the Companys Board of Directors approved, subject to
    shareholder approval, which was obtained in May 2008, a program
    under which our current employees, including executive officers,
    were permitted to surrender certain then outstanding stock
    options and stock appreciation rights (SARs), with
    exercise prices substantially above the then current market
    price of our common stock, in exchange for fewer SARs, with new
    vesting requirements and an exercise price equal to the market
    value of our common stock on the grant date (the Exchange
    Program). Information presented above for the 2005 Plan
    includes the impact of the Exchange Program.(2)
    
    This reflects outstanding options under our 1991 Key
    Employees Stock Option Plan (1991 Plan). The
    1991 plan was originally a Dun & Bradstreet
    Corporation (D&B) plan that was assumed at the
    time of our spin-off from D&B. The 2001 Plan replaced the
    1991 Plan and all shares available for grant under the 1991 Plan
    became available for grant under the 2001 Plan upon its approval
    by stockholders; provided, however, all options then outstanding
    remained subject to the terms and conditions of the 1991 Plan.(3)
    
    This reflects shares and options still outstanding under our
    1998 Directors Stock Plan (1998 Director
    Plan). The 2001 Plan replaced the 1998 Director Plan
    and all shares available for grant under the 33




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1998 Director Plan became available for grant under the
    2001 Plan upon its approval by stockholders; provided, however,
    all shares and options then outstanding remained subject to the
    terms and conditions of the 1998 Director Plan.(4)
    
    This reflects options still outstanding under our 2001 Partner
    Share Plan (2001 PS Plan), which was a broad-based
    plan covering lower level employees whose grants were made prior
    to shareholder approval of the 2001 Plan. The 2001 PS Plan
    authorized 124,750 shares for grant at its inception and
    only 4,235 shares remain outstanding. The 2001 Plan
    replaced the 2001 PS Plan and all shares available for grant
    under the 2001 PS Plan became available for grant under the 2001
    Plan upon its approval by stockholders; provided, however, all
    shares and options then outstanding remained subject to the
    terms and conditions of the 2001 PS Plan.(5)
    
    This reflects equity awards still outstanding under the acquired
    Dex Media, Inc. Incentive Award Plans, which were previously
    adopted and approved by the shareholders of Dex Media. At
    January 31, 2006, equity awards outstanding under the
    existing Dex Media, Inc. Incentive Award Plans totaled
    4.0 million and had a weighted average exercise price of
    $5.48. As a result of the Dex Media Merger, all outstanding Dex
    Media equity awards were converted to RHD equity awards on
    February 1, 2006. Upon conversion to RHD equity awards, the
    number of securities to be issued upon exercise of outstanding
    awards totaled 1.7 million shares of RHD and had a weighted
    average exercise price of $12.73 per share. The Company also
    acquired the securities remaining available for future issuance
    under the provisions of the Dex Media, Inc. Incentive Award
    Plans under the same conversion ratio. While these plans were
    approved by the stockholders of Dex Media prior to the Dex Media
    Merger, they have not been approved by our stockholders.(6)
    
    This reflects equity awards still outstanding under the acquired
    Business.com Incentive Award Plans. At August 23, 2007,
    equity awards outstanding under the existing Business.com
    Incentive Award Plans totaled 4.2 million and had a
    weighted average exercise price of $0.47. As a result of the
    Business.com Acquisition, all outstanding Business.com equity
    awards were converted to RHD equity awards on August 23,
    2007. Upon conversion to RHD equity awards, the number of
    securities to be issued upon exercise of outstanding awards
    totaled 0.2 million shares of RHD and had a weighted
    average exercise price of $10.00 per share. The Company also
    acquired the securities remaining available for future issuance
    under the provisions of the Business.com Incentive Award Plans
    under the same conversion ratio. While these plans were approved
    by the stockholders of Business.com prior to the Business.com
    Acquisition, they have not been approved by our stockholders.  Issuer
    Purchases of Equity Securities
   34




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Reclassifications
  Form 10-K 10-K).
  10-K.
    Years Ended December 31,2008


2007(3)


2006(4)


2005(5)


2004(5)(6)(In thousands, except share and per share data)Statements of Operations DataNet revenue

$
2,616,811


$
2,680,299


$
1,899,297


$
956,631


$
603,116Impairment
    charges(1)


(3,870,409
)


(20,000
)










Partnership income


















77,967Operating income (loss)


(3,005,717
)


904,966



442,826



375,241



291,748Gain (loss) on debt transactions,
    net(2)


265,166



(26,321
)










Net income (loss)


(2,298,327
)


46,859



(237,704
)


67,533



70,312Preferred dividend










1,974



11,708



21,791(Gain) loss on repurchase of Preferred
    Stock(8)










(31,195
)


133,681



Accretion of Preferred Stock to redemption
    value(8)














211,020



Income (loss) available to common shareholders

$
(2,298,327
)

$
46,859


$
(208,483
)

$
(288,876
)

$
48,521Earnings (Loss) Per ShareBasic

$
(33.41
)

$
0.66


$
(3.14
)

$
(9.10
)

$
1.19Diluted

$
(33.41
)

$
0.65


$
(3.14
)

$
(9.10
)

$
1.15Shares Used in Computing Earnings (Loss) Per ShareBasic


68,793



70,932



66,448



31,731



31,268Diluted


68,793



71,963



66,448



31,731



32,616Balance Sheet
    Data(7)Total assets

$
11,880,709


$
16,089,093


$
16,147,468


$
3,873,918


$
3,978,922Long-term debt, including current maturities


9,622,256



10,175,649



10,403,152



3,078,849



3,127,342Preferred
    Stock(8)














334,149



216,111Shareholders equity (deficit)


(493,375
)


1,822,736



1,820,756



(291,415
)


17,985  35




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##### Table of Contents



(1)
    
    As a result of the decline in the trading value of our debt and
    equity securities and the decline in our operating results, we
    recognized non-cash goodwill impairment charges of
    $2.5 billion and $660.2 million during the first and
    second quarters of 2008, respectively, together totaling
    $3.1 billion for the year ended December 31, 2008. As
    a result of these impairment charges, we have no recorded
    goodwill at December 31, 2008.The Company recognized a non-cash impairment charge of
    $744.0 million during the fourth quarter of 2008 associated
    with the local and national customer relationships acquired in
    the Dex Media Merger, AT&T Directory Acquisition and Embarq
    Acquisition. In addition, as a result of the Companys
    decision to discontinue the use of tradenames and technology
    acquired in the Local Launch Acquisition, we recognized a
    non-cash impairment charge of $2.2 million during the
    fourth quarter of 2008. Total impairment charges related to our
    intangible assets, excluding goodwill, were $746.2 million
    during the year ended December 31, 2008.During the year ended December 31, 2008, we retired certain
    computer software fixed assets, which resulted in an impairment
    charge of $0.4 million.During the year ended December 31, 2007, we recorded an
    intangible asset impairment charge of $20.0 million
    associated with the tradenames acquired in the Embarq
    Acquisition. This impairment charge resulted from a change in
    our branding strategy to utilize a new Dex market brand for all
    of our print and online products across our entire footprint and
    discontinued use of the tradenames acquired in the Embarq
    Acquisition.See Item 7 Managements Discussion and Analysis
    of Financial Condition and Results of Operations 
    Impairment Charges for further discussion.(2)
    
    As a result of the financing activities noted in Item 1
    Business  Significant Financing
    Developments, we reduced our outstanding debt by
    $410.0 million and recorded a gain of $265.2 million
    during the year ended December 31, 2008.During the year ended December 31, 2007, we recorded a loss
    on debt transactions of $26.3 million resulting from tender
    and redemption premium payments of $71.7 million and the
    write-off of unamortized deferred financing costs of
    $16.8 million associated with the refinancing transactions
    conducted during the fourth quarter of 2007, offset by the
    accelerated amortization of the fair value adjustment directly
    attributable to the redemption of Dex Media Easts
    outstanding 9.875% senior notes and 12.125% senior
    subordinated notes on November 26, 2007 of
    $62.2 million, which has been accounted for as an
    extinguishment of debt. See Item 7 Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations for further discussion.(3)
    
    Financial data for the year ended December 31, 2007
    includes the results of Business.com commencing August 23,
    2007.(4)
    
    Financial data for the year ended December 31, 2006
    includes the results of Dex Media 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 Dex Media 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.(5)
    
    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. In 2004
    until the AT&T Directory Acquisition, we earned revenue
    from pre-press publishing and other ancillary services related
    to the AT&T Directory Business and we reported partnership
    income from our investment in DonTech. As a result of the
    AT&T Directory Acquisition, AT&T ceased paying us
    revenue participation income, we began consolidating all net
    profits from DonTech and our DonTech partnership investment was
    eliminated. Consequently, 36




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##### Table of Contents



partnership income was no longer reported commencing
    September 1, 2004 and accordingly, the previously reported
    DonTech operating segment was no longer applicable.(6)
    
    Financial data for the year ended December 31, 2004
    includes the results of the Embarq Directory Business commencing
    January 3, 2003. Net revenue, operating income, net income
    and income available to common shareholders reflect purchase
    accounting adjustments that precluded the recognition of revenue
    and certain expenses associated with directories published by
    the acquired Embarq Directory Business prior to and in the month
    of the acquisition.(7)
    
    In connection with the acquisitions noted above, we incurred a
    significant amount of debt. Therefore, our debt balances during
    these periods were higher than in prior periods.(8)
    
    On January 14, 2005, we repurchased 100,303 shares of
    our outstanding Preferred Stock from the The Goldman Sachs
    Group, Inc. (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. 37




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Corporate
    Overview
    
    We provide simple, cost effective marketing solutions to our
    advertisers that generate a large volume of ready-to-buy
    consumers for their local businesses.
    We provide local search solutions to consumers that are easy to
    use and deliver highly relevant search results through a variety
    of print and online media platforms.  tm ® tm ® ®
    
    Brand:  Our Dex brand provides differentiation
    and an ability to leverage the capabilities of our print
    products into other media, such as online and mobile;
    Advertisers:  Strong, long-term relationships
    with our advertisers;
    Products:  Our Triple Play local search
    solutions target consumers who are closer to making purchase
    decisions;
    Channel:  We manage a large, established local
    sales organization; and
    Content:  Our proprietary database contains
    up-to-date information for more than 600,000 national and local
    businesses in 28 states and an infrastructure to service
    these national and local advertisers.  Recent
    Trends Related to Our Business
   38




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39




---



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Going
    Concern
    and/or
   40




---



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Significant
    Financing Developments
  ,
   41




---



##### Table of Contents



Term Loan Voluntary Prepayments  Fourth
    Quarter 2008

Par ValueTerm Loan D-1

$
9,795Term Loan D-2


45,933Total Term Loans Repaid


55,728Total Voluntary Prepayments, including fees


(35,497
)Write-off of unamortized deferred financing costs


(206
)Net gain on Voluntary Prepayments

$
20,025     Notes Repurchased  Fourth Quarter 2008

Par Value8.875%
    Series A-3
    Senior Notes due 2016

$
16,0008.875%
    Series A-4
    Senior Notes due 2017


5,500Total Notes Repurchased


21,500Total Purchase Price, including fees


(7,448
)Write-off of unamortized deferred financing costs


(450
)Net gain on October 2008 Debt Repurchases

$
13,602     Notes Repurchased  Third Quarter 2008

Accreted or Par Value6.875% Senior Notes due 2013

$
45,5296.875%
    Series A-1
    Senior Discount Notes due 2013


12,1946.875%
    Series A-2
    Senior Discount Notes due 2013


72,1958.875%
    Series A-3
    Senior Notes due 2016


30,000Total Notes Repurchased


159,918Total Purchase Price, including fees


(84,682
)Write-off of unamortized deferred financing costs


(2,856
)Net gain on September 2008 Debt Repurchases

$
72,380  42




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##### Table of Contents



RHD Notes
    Exchanged  Second Quarter 2008

Accreted or Par Value6.875% Senior Notes due 2013

$
47,6636.875%
    Series A-1
    Senior Discount Notes due 2013


29,1856.875%
    Series A-2
    Senior Discount Notes due 2013


93,0318.875%
    Series A-3
    Senior Notes due 2016


151,1198.875%
    Series A-4
    Senior Notes due 2017


264,677Total RHD Notes exchanged


585,675RHDI Notes Issued  Second Quarter 200811.75% Senior Notes due 2015


412,871Reduction of debt from Debt Exchanges


172,804Write-off of unamortized deferred financing costs


(11,489
)Net gain on Debt Exchanges

$
161,315         Accounting for Derivative Instruments and Hedging Activities
 43




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Employee
    Retirement Savings and Pension Plans
         44




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Acquisitions
      Segment
    Reporting
    Critical
    Accounting Estimates
    Intangible
    Assets and Goodwill Valuation and Amortization
  Goodwill and Other Intangible
    Assets
  Accounting for the
    Impairment or Disposal of Long-Lived Assets
 45




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46




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Income
    Taxes
  Accounting for
    Income Taxes
  Accounting for Uncertainty in Income Taxes: An Interpretation
    of FASB Statement No. 109
 47




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Allowance
    for Doubtful Accounts and Sales Claims
    Pension
    Benefits
   48




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Discount RateJanuary 1, 2008 

July 1, 2008 

November 1, 2008 June 30, 2008

October 31, 2008

December 31, 2008RHD Pension Plan


6.48
%


6.48
%


8.01
%Dex Media Pension Plan


6.48
%


6.82
%


8.01
%   Long-Term Rate of

Rate of Increase in FutureReturn on Plan Assets

CompensationRHD Pension Plan


8.50
%


3.66
%Dex Media Pension Plan


8.50
%


3.66
%     Long-Term Rate

Rate of Increaseof Return on

in FutureDiscount Rate

Plan Assets

CompensationRHD Pension Plan


5.90
%


8.25
%


3.66
%Dex Media Pension Plan


5.90
%


8.50
%


3.66
%       Stock-Based
    Compensation
  Share-Based Payment
  December 31, 2008

December 31, 2007

December 31, 2006Expected volatility

58.8%

23.5%

28.2%Risk-free interest rate

2.8%

4.5%

4.4%Expected life

5 Years

5 Years

5 yearsForfeiture rate

8.0%

5.0%

5.0%Dividend yield

0%

0%

0%  49




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Use of a Simplified Method in
    Developing Expected Term of Share Options
    Fair
    Value of Financial Instruments
  Disclosures About Fair Value of
    Financial Instruments
  Fair Value Measurements
          Fair Value Measurements atDecember 31, 2008Using Significant OtherDescription

Observable Inputs (Level 2)Derivatives  Liabilities

$
(57,591
)  50




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Valuation
    Techniques
        Fair
    Value Control Processes
    FAS 157-2, Effective Date of FASB Statement No. 157 No. 157-2), No. 157-2 No. 157-2
  New
    Accounting Pronouncements
  FAS 142-3, Determination of the Useful Life of Intangible Assets FAS 142-3), FAS 142-3 Business Combinations FAS 142-3 FAS 142-3
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
 51




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Business Combinations
   52




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RESULTS
    OF OPERATIONS
  Year
    Ended December 31, 2008 compared to Year Ended
    December 31, 2007
  Factors
    Affecting Comparability
  Acquisitions
    Impact of
    Purchase Accounting
    Reclassifications
  Form 10-K 10-K).
  10-K.
  Net
    Revenue
    For the Years Ended December 31,2008


2007


$ Change


% Change(Amounts in millions)Gross directory advertising revenues

$
2,624.1


$
2,697.3


$
(73.2
)


(2.7
)%Sales claims and allowances


(45.3
)


(54.8
)


9.5



17.3Net directory advertising revenues


2,578.8



2,642.5



(63.7
)


(2.4
)Other revenues


38.0



37.8



0.2



0.5Total

$
2,616.8


$
2,680.3


$
(63.5
)


(2.4
)%  53




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54




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##### Table of Contents



Expenses
    For the Years Ended December 31,2008


2007


$ Change


% Change(Amounts in millions)Production, publication and distribution expenses

$
418.2


$
450.3


$
(32.1
)


(7.1
)%Selling and support expenses


729.7



716.3



13.4



1.9General and administrative expenses


120.9



145.6



(24.7
)


(17.0
)Depreciation and amortization


483.3



443.1



40.2



9.1Impairment charges


3,870.4



20.0



3,850.4



N/MTotal

$
5,622.5


$
1,775.3


$
3,847.2



N/M   (N/M:
    Not Meaningful)
     55




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##### Table of Contents



Production,
    Publication and Distribution Expenses
    $ Change(Amountsin millions)Decreased print, paper and distribution costs

$
(25.3
)Decreased cost uplift expense


(15.3
)Decrease in information technology (IT) expenses


(10.6
)Increased internet production and distribution costs


15.9All other, net


3.2Total decrease in production, publication and distribution
    expenses for the year ended December 31, 2008

$
(32.1
)           Selling
    and Support Expenses
    $ Change(Amountsin millions)Increased bad debt expense

$
57.5Increase in advertising and branding expenses


17.2Decreased commissions and salesperson costs


(27.7
)Decreased cost uplift expense


(13.6
)Decreased directory publishing support costs


(8.0
)Decrease in marketing expenses


(4.8
)Decrease in billing, credit and collection expenses


(3.2
)Decrease in non-cash stock-based compensation expense under
    SFAS No. 123(R)


(2.8
)All other, net


(1.2
)Total increase in selling and support expenses for the year
    ended December 31, 2008

$
13.4  56




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57




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##### Table of Contents



General
    and Administrative Expenses
    $ Change(Amountsin millions)Curtailment gains, net

$
(38.0
)Decrease in non-cash stock-based compensation expense under
    SFAS No. 123(R)


(10.9
)Decrease in IT expenses


(7.6
)Increase in restructuring expenses


30.6All other, net


1.2Total decrease in G&A expenses for the year ended
    December 31, 2008

$
(24.7
)           Depreciation
    and Amortization
      Impairment
    Charges
   58




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##### Table of Contents



Operating
    Income (Loss)
    For the Years Ended December 31,2008

2007

$ Change

% Change(Amounts in millions)Total

$
(3,005.7
)

$
905.0


$
(3,910.7
)


N/M     Non-operating
    Income
   59




---



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Interest
    Expense, Net
        Gain
    (Loss) on Debt Transactions, Net
           60




---



##### Table of Contents



Benefit
    (Provision) for Income Taxes
             61




---



##### Table of Contents



Net
    Income (Loss) and Earnings (Loss) Per Share
    Earnings Per Share
    For the Years EndedDecember 31,2008


2007(Amounts in thousands except per share amounts)Basic EPSNet income (loss)

$
(2,298,327
)

$
46,859Weighted average common shares outstanding


68,793



70,932Basic earnings (loss) per share

$
(33.41
)

$
0.66Diluted EPSNet income (loss)

$
(2,298,327
)

$
46,859Weighted average common shares outstanding


68,793



70,932Dilutive effect of stock
    awards(1)






1,031Weighted average diluted shares outstanding


68,793



71,963Diluted earnings (loss) per share

$
(33.41
)

$
0.65     (1)
    
    Due to the net loss reported for the year ended
    December 31, 2008, the effect of all stock-based awards was
    anti-dilutive and therefore is not included in the calculation
    of diluted EPS. For the years ended December 31, 2008 and
    2007, 4.1 million shares and 2.6 million shares,
    respectively, of stock-based awards had exercise prices that
    exceeded the average market price of the Companys common
    stock for the respective periods. 62




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##### Table of Contents



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   10-K.
  10-K.
  Acquisitions
   63




---



##### 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          64




---



##### 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


443.1



323.6



119.5Impairment charges


20.0







20.0Total expenses

$
1,775.3


$
1,456.5


$
318.8      65




---



##### 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            66




---



##### 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          67




---



##### 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
      Impairment
    Charges
   68




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##### 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
        Loss
    on Debt Transactions, Net
    Provision
    (Benefit) for Income Taxes
   69




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##### Table of Contents



Net
    Income (Loss), Loss Available to Common Shareholders and
    Earnings (Loss) Per Share
     70




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Earnings Per Share No. 03-6, Participating Securities and the Two-Class Method under
    FASB Statement 128 (EITF 03-6), EITF 03-6 EITF 03-6
      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. 71




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##### Table of Contents



(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.  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



ReportedGAAP



GAAP


Adjustments


Adjusted 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. 72




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(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.  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



ReportedGAAP



GAAP


Adjustments


Adjusted 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.     73




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##### 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        74




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##### Table of Contents



2007
    Reported GAAP Operating Income Compared to 2006 Adjusted
    Pro Forma Operating Income
   75




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
  Debt
    Fair Market Value


Carrying ValueDecember 31, 2008


December 31, 2008


December 31, 2007RHD6.875% Senior Notes due 2013

$
26,883


$
206,791


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


39,242



301,862



339,2226.875%
    Series A-2
    Senior Discount Notes due 2013


59,177



455,204



613,6498.875%
    Series A-3
    Senior Notes due 2016


131,669



1,012,839



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


159,869



1,229,760



1,500,000R.H. Donnelley Inc. (RHDI)Credit Facility


771,131



1,341,098



1,571,53611.75% Senior Notes due 2015


101,153



412,871



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


92,500



510,408



512,0979% Senior Discount Notes due 2013


138,750



771,488



719,112Dex Media EastCredit Facility


375,690



1,081,500



1,106,050Dex Media WestNew Credit Facility


440,200



1,080,000



Former Credit Facility










1,071,4918.5% Senior Notes due 2010


231,000



393,883



398,7365.875% Senior Notes due 2011


5,232



8,761



8,7749.875% Senior Subordinated Notes due 2013


180,892



815,791



824,982Total RHD Consolidated


2,753,388



9,622,256



10,175,649Less current portion


42,955



113,566



177,175Long-term debt

$
2,710,433


$
9,508,690


$
9,998,474      76




---



##### Table of Contents



RHD
  Series A-4 (Series A-4 Series A-4 A-4, A-4
  Series A-4
  Series A-4
  Credit
    Facilities
    RHDI
   77




---



##### Table of Contents




    The highest of (i) a base rate as determined by the
    Administrative Agent, Deutsche Bank Trust Company Americas,
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and (iii) 4.0%, in each case, plus a 2.50% margin on
    the RHDI Revolver and a 2.75% margin on Term Loan D-1 and Term
    Loan D-2; or
    The higher of (i) LIBOR rate and (ii) 3.0%, in each
    case, plus a 3.50% margin on the RHDI Revolver and a 3.75%
    margin on Term Loan D-1 and Term Loan D-2. We may elect interest
    periods of 1, 2, 3 or 6 months (or 9 or 12 months if,
    at the time of the borrowing, all lenders agree to make such
    term available), for LIBOR borrowings.  Dex
    Media East
      
    The higher of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A. and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.75% (or 0.50% if leverage
    ratio is less than 2 to 1) margin on the 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 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. 78




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##### Table of Contents



Dex
    Media West
        
    The highest of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A., (ii) the
    Federal Funds Effective Rate (as defined) plus 0.50%, and
    (iii) 4.0%, in each case, plus a 2.75% (or 2.50% if the
    leverage ratio is less than 3.00 to 1.00) margin on the Dex
    Media West Revolver and Term Loan A and a 3.0% margin on Term
    Loan B; or
    The higher of (i) LIBOR rate and (ii) 3.0% plus a
    3.75% (or 3.50% if the leverage ratio is less than 3.00 to 1.00)
    margin on the Dex Media West Revolver and Term Loan A and a 4.0%
    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.  Notes
   79




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##### 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 Series A-4
    Series A-2 Series A-3 Series A-2 Series A-3 Series A-1
  RHDI
   80




---



##### Table of Contents



Series A-4
  Dex
    Media, Inc.
        Dex
    Media East
   81




---



##### Table of Contents



Dex
    Media West
          Debt
    Refinancings and Repurchases
             82




---



##### Table of Contents



Impact
    of Dex Media Merger
    Dex MediaLong-Term Debt atUnamortized Fair


Dex Media


December 31, 2008Value Adjustment at


Long-Term Debt


Excluding UnamortizedDecember 31, 2008


at December 31, 2008


Fair Value AdjustmentDex Media, Inc.Dex Media, Inc. 8% Senior Notes

$
10,408


$
510,408


$
500,000Dex Media, Inc. 9% Senior Discount Notes


12,697



771,488



758,791Dex Media WestDex Media West 8.5% Senior Notes


8,883



393,883



385,000Dex Media West 5.875% Senior Notes


41



8,761



8,720Dex Media West 9.875% Senior Subordinated Notes


54,141



815,791



761,650Total Dex Media Outstanding Debt at January 31, 2006

$
86,170


$
2,500,331


$
2,414,161   Share
    Repurchases and Other Common Stock Transactions
  Rule 10b-18
  Tax
    Basis of Acquisitions
     83




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##### Table of Contents



Impact
    of Economic Instability on Prospective Pension
    Funding
    Liquidity
    and Cash Flows
  and/or and/or
    ,
 84




---



##### Table of Contents



Cash Flow
    Activities
    
    $(2,298.3) million in net loss, which includes the impact
    of the non-cash goodwill impairment charges.
    $2,558.5 million of net non-cash items consisting of the
    non-cash impairment charges of $3,870.4 million, offset by
    $(1,311.9) million in deferred income taxes, which includes
    the tax impact of the non-cash goodwill impairment charges.
    $(265.2) million net gain on the debt transactions.
    $680.9 million of other net non-cash items primarily
    consisting of $483.3 million of depreciation and
    amortization, $138.4 million in bad debt provision, of
    which $36.4 million relates to the change in net accounts
    receivable, $29.5 million of stock-based compensation
    expense, $24.7 million of net additional interest expense
    associated with ineffective interest rate swaps and
    $5.0 million in other non-cash items, primarily consisting
    of $65.1 million related to the accretion of our discounted
    debt, $29.0 million related to the amortization of deferred
    financing costs, offset by $32.5 million associated with
    the change in fair value of our interest rate swaps,
    $38.0 million associated with the freeze on the
    Companys defined benefit plans and the elimination of the
    retiree health care and life insurance benefits and
    $17.6 million associated with the amortization of the fair
    value adjustments required by GAAP as a result of the Dex Media
    Merger, which reduced interest expense.
    $197.7 million net use of cash from a decrease in deferred
    directory revenues of $95.8 million due to lower
    advertising sales and an increase in accounts receivable of
    $101.9 million, representing the increase in accounts
    receivable net of the provision for bad debts of
    $138.3 million, due to an increase in days outstanding of
    customer balances and deterioration in accounts receivable aging
    categories, which has been driven by the extension of the
    write-off policy in our Qwest markets to conform to the legacy
    RHD markets, weaker economic conditions and the transition to
    in-house billing and collection services for certain local
    customers in our Qwest markets that were previously performed by
    Qwest on our behalf. The change in deferred revenues 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 revenues and billed to
    customers.
    $45.0 million net source of cash from a decrease in other
    assets, consisting of a $28.7 million decrease in prepaid
    directory costs resulting from publication seasonality as well
    as a $16.3 million decrease in other current and
    non-current assets, primarily relating to deferred commissions,
    print, paper and delivery costs and changes in the fair value of
    the Companys interest rate swap agreements.
    $25.4 million net use of cash from a decrease in accounts
    payable and accrued liabilities, primarily reflecting a
    $39.5 million decrease in trade accounts payable resulting
    from timing of invoice processing versus payment thereon and a
    $17.7 million decrease in accrued interest payable on
    outstanding debt, offset by a $31.8 million increase in
    other accrued liabilities. 85




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##### Table of Contents




    $50.9 million increase in other non-current liabilities,
    including pension and postretirement long-term liabilities.    
    $70.6 million used to purchase fixed assets, primarily
    computer equipment, software and leasehold improvements.
    $4.3 million in cash proceeds from the disposition of an
    equity investment in the fourth quarter of 2007, which were
    received in January 2008.    
    $1,017.2 million in proceeds, net of costs, from borrowings
    under our new Dex Media West credit facility, which was used to
    refinance the former Dex Media West credit facility and pay
    related fees and expenses.
    $1,281.7 million in principal payments on term loans under
    our credit facilities and notes. With regard to our credit
    facilities, $60.7 million represents scheduled principal
    payments and $1,221.0 million represents principal payments
    made on an accelerated basis, at our option, from proceeds
    received with the new Dex Media West credit facility and from
    available cash flow generated from operations.
    $398.1 million in borrowings under our revolvers, used
    primarily to fund temporary working capital requirements.
    $422.1 million in principal payments on our revolvers.
    $92.1 million associated with the October 2008 Debt
    Repurchases and September 2008 Debt Repurchases.
    $10.5 million in fees associated with the issuance of the
    RHDI Senior Notes and voluntary prepayments made under the RHDI
    credit facility, which have been accounted for as non-cash
    financing activities.
    $6.1 million used to repurchase our common stock. This use
    of cash pertains to common stock repurchases made during 2007
    that settled in January 2008.
    $0.1 million in the decreased balance of checks not yet
    presented for payment.
    $0.1 million in proceeds from the exercise of employee
    stock options.    
    $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 debt transactions 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. 86




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##### Table of Contents




    $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.    
    $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.  Off-Balance
    Sheet Arrangements
   87




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##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess than


1-3


3-5


More than 5Total


1 Year


Years


Years


Years(Amounts in millions)Principal Payments on Long-Term
    Debt(1)

$
9,536.1


$
113.6


$
2,004.0


$
3,479.2


$
3,939.3Interest on Long-Term
    Debt(2)


4,008.7



739.8



1,323.5



1,147.5



797.9Operating
    Leases(3)


207.7



31.2



51.8



41.6



83.1Unconditional Purchase
    Obligations(4)


117.4



36.5



54.6



24.9



1.4Other Long-Term
    Liabilities(5)


304.4



41.0



53.4



56.1



153.9Total Contractual Obligations

$
14,174.3


$
962.1


$
3,487.3


$
4,749.3


$
4,975.6     (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, 2008 will be paid
    in accordance with its contractual maturity and assumes interest
    rates on variable interest debt as of December 31, 2008
    will remain unchanged in future periods. The weighted average
    interest rates under the RHDI, new Dex Media East and new Dex
    Media West Credit Facilities were 6.77%, 3.83% and 7.10%,
    respectively, at December 31, 2008. 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 $92.7 million
    over the years 2009 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 $3.0 million in 2009. 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 and electronic mapping
    products. We are obligated to pay Yahoo! up to
    $13.2 million during 2009 and 2010. We have entered into a
    Directory Advertisement agreement with a CMR to cover
    advertising placed with RHD by the CMR on behalf of Qwest. Under
    this agreement, we are obligated to pay the CMR approximately
    $7.7 million for commissions over the years 2009 through
    2014.(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. See Item 8, Financial Statements and
    Supplementary Data  Note 9, Benefit
    Plans for changes made to our defined benefit plans and
    unfunded postretirement plans effective January 1, 2009.
    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
    $65.9 million and $6.1 million to our pension plans
    and postretirement plan, respectively, in 2009. 88




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##### Table of Contents



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

Notional Amount


Pay Rates

Maturity Dates(Amountsin millions)September 7, 2004

$
100
(1)

3.750%

September 7, 2009September 15, 2004


150
(2)

3.884%  3.910%

September 15, 2009September 17, 2004


50
(1)

3.740%

September 17, 2009February 14, 2006


200
(2)

4.925%  4.93%

February 14, 2009May 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


50
(1)

5.312%

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, 2012February 28, 2008


100
(1)

3.212%

February 28, 2011March 20, 2008


100
(1)

2.5019%

March 21, 2011March 31, 2008


100
(1)

3.50%

March 29, 2013September 23, 2008


150
(1)

3.6172%

September 23, 2010September 30, 2008


150
(1)

3.955%

September 30, 2011Total

$
2,400     (1)
    
    Consists of one swap.(2)
    
    Consists of two swaps.(3)
    
    Consists of three swaps.(4)
    
    Consists of four swaps.     89




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##### Table of Contents



Market
    Risk Sensitive Instruments
  , Accounting for
    Certain Derivative Instruments and Certain Hedging Activities,
    an Amendment of FAS 133 Amendment of Statement 133 on Derivative Instruments and
    Hedging Activities,
       90




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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 Firm


F-3Consolidated Balance Sheets as of
    December 31, 2008 and 2007


F-5Consolidated Statements of Operations and
    Comprehensive Income (Loss) for each of the years in the three
    year period ended December 31, 2008


F-6Consolidated Statements of Cash Flows for each of
    the years in the three year period ended December 31,
    2008


F-7Consolidated Statements of Changes in
    Shareholders Equity (Deficit) for each of the years in the
    three year period ended December 31, 2008


F-8Notes to Consolidated Financial Statements


F-9  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   
        Fair Value
    Measurement, Accounting for Uncertainty in
    Income Taxes: an Interpretation of FASB Statement No. 109, Employers Accounting
    for Defined Benefit Pension and Other Postretirement Plans, an
    amendment of FASB Statements No. 87, 88, 106, and 132(R),
    Internal Control  Integrated
    Framework
      F-3




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
  
  Internal Control 
    Integrated Framework
            Internal Control  Integrated Framework
  /s/ KPMG LLP
    F-4




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated Balance Sheets
  December 31,2008


2007(In thousands, exceptshare and per share data)ASSETSCurrent AssetsCash and cash equivalents

$
131,199


$
46,076Accounts receivableBilled


303,338



258,839Unbilled


777,684



847,446Allowance for doubtful billed accounts and sales claims


(53,995
)


(42,817
)Net accounts receivable


1,027,027



1,063,468Deferred directory costs


164,248



183,687Short-term deferred income taxes, net


97,973



47,759Prepaid and other current assets


95,084



126,201Total current assets


1,515,531



1,467,191Fixed assets and computer software, net


188,695



187,680Other non-current assets


167,222



139,406Intangible assets, net


10,009,261



11,170,482Goodwill






3,124,334Total assets

$
11,880,709


$
16,089,093LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts payable and accrued liabilities

$
216,093


$
230,693Accrued interest


181,102



198,828Deferred directory revenue


1,076,271



1,172,035Current portion of long-term debt


113,566



177,175Total current liabilities


1,587,032



1,778,731Long-term debt


9,508,690



9,998,474Deferred income taxes, net


998,071



2,288,384Other non-current liabilities


280,291



200,768Total liabilities


12,374,084



14,266,357Commitments and contingenciesShareholders Equity (Deficit)Common stock, par value $1 per share, authorized 
    400,000,000 shares; issued 
    88,169,275 shares at December 31, 2008 and 2007;
    outstanding  68,807,446 and 68,758,026 at
    December 31, 2008 and 2007, respectively


88,169



88,169Additional paid-in capital


2,431,411



2,402,181Accumulated deficit


(2,683,867
)


(385,540
)Treasury stock, at cost, 19,361,829 shares at
    December 31, 2008 and 19,411,249 shares at
    December 31, 2007


(256,277
)


(256,334
)Accumulated other comprehensive loss


(72,811
)


(25,740
)Total shareholders equity (deficit)


(493,375
)


1,822,736Total liabilities and shareholders equity (deficit)

$
11,880,709


$
16,089,093    F-5




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated Statements of Operations and
    Comprehensive Income (Loss)
  Years Ended December 31,2008


2007


2006(In thousands, except per share data)Net revenues

$
2,616,811


$
2,680,299


$
1,899,297Expenses:Production, publication and distribution expenses (exclusive of
    depreciation and amortization shown separately below)


418,258



450,254



342,052Selling and support expenses


729,663



716,333



656,014General and administrative expenses


120,930



145,640



134,784Depreciation and amortization


483,268



443,106



323,621Impairment charges


3,870,409



20,000



Total expenses


5,622,528



1,775,333



1,456,471Operating income (loss)


(3,005,717
)


904,966



442,826Non-operating income






1,818



Interest expense, net


(835,472
)


(804,571
)


(765,055
)Gain (loss) on debt transactions, net


265,166



(26,321
)


Income (loss) before income taxes


(3,576,023
)


75,892



(322,229
)(Provision) benefit for income taxes


1,277,696



(29,033
)


84,525Net income (loss)


(2,298,327
)


46,859



(237,704
)Preferred dividend










(1,974
)Gain on repurchase of redeemable convertible preferred stock










31,195Income (loss) available to common shareholders

$
(2,298,327
)

$
46,859


$
(208,483
)Earnings (loss) per shareBasic

$
(33.41
)

$
0.66


$
(3.14
)Diluted

$
(33.41
)

$
0.65


$
(3.14
)Shares used in computing earnings (loss) per shareBasic


68,793



70,932



66,448Diluted


68,793



71,963



66,448Comprehensive Income (Loss)Net income (loss)

$
(2,298,327
)

$
46,859


$
(237,704
)Unrealized loss on interest rate swaps, net of tax benefit of
    $(4,385), $(15,468) and $(5,460) for the years ended
    December 31, 2008, 2007 and 2006, respectively


(5,724
)


(25,270
)


(9,449
)Minimum pension liability adjustment, net of tax provision of
    $2,863 for the year ended December 31, 2006










4,792Benefit plans adjustment, net of tax (benefit) provision of
    $(24,902) and $5,446 for the years ended December 31, 2008
    and 2007, respectively


(41,347
)


8,986



Comprehensive income (loss)

$
(2,345,398
)

$
30,575


$
(242,361
)    F-6




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
 Consolidated
    Statements of Cash Flows  Years Ended December 31,2008


2007


2006(In thousands)Cash Flows from Operating ActivitiesNet income (loss)

$
(2,298,327
)

$
46,859


$
(237,704
)Reconciliation of net income (loss) to net cash provided by
    operating activities:Impairment charges


3,870,409



20,000



(Gain) loss on debt transactions, net


(265,166
)


26,321



Depreciation and amortization


483,268



443,106



323,621Deferred income tax (benefit) provision


(1,311,892
)


8,668



(85,152
)Provision for bad debts


138,353



80,850



71,066Stock-based compensation expense


29,509



39,017



43,283Interest rate swap ineffectiveness


24,683



3,358



(629
)Other non-cash items, net


4,973



44,771



40,048Changes in assets and liabilities, net of effects from
    acquisitions:(Increase) in accounts receivable


(101,911
)


(95,787
)


(75,914
)Decrease (increase) in other assets


45,020



(5,966
)


(22,997
)(Decrease) increase in accounts payable and accrued liabilities


(25,403
)


66,142



63,008(Decrease) increase in deferred directory revenue


(95,764
)


(26,455
)


635,690Increase in other non-current liabilities


50,942



40,925



13,989Net cash provided by operating activities


548,694



691,809



768,309Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software


(70,642
)


(77,470
)


(78,543
)Acquisitions, net of cash received






(329,102
)


(1,901,466
)Equity investment disposition (investment)


4,318



(2,500
)


Net cash used in investing activities


(66,324
)


(409,072
)


(1,980,009
)Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs






1,468,648



2,079,005Additional borrowings under the credit facilities, net of costs


1,017,202



1,416,822



435,376Credit facilities repayments


(1,281,701
)


(1,674,095
)


(577,292
)Note repurchases and repayments


(92,130
)


(1,398,892
)


(291,716
)Revolver borrowings


398,100



722,550



934,900Revolver repayments


(422,150
)


(781,400
)


(869,000
)Tender, redemption and call premium payments






(71,656
)


Debt issuance costs in connection with debt transactions


(10,467
)






Repurchase of common stock


(6,112
)


(89,578
)


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










(336,819
)Repurchase of warrants










(53,128
)Proceeds from employee stock option exercises


95



13,412



31,665Proceeds from issuance of common stock






9,000



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


(84
)


(7,721
)


7,165Net cash (used in) provided by financing activities


(397,247
)


(392,910
)


1,360,156Increase (decrease) in cash and cash equivalents


85,123



(110,173
)


148,456Cash and cash equivalents, beginning of year


46,076



156,249



7,793Cash and cash equivalents, end of year

$
131,199


$
46,076


$
156,249Supplemental InformationCash paid:Interest, net

$
746,529


$
721,505


$
663,683Income tax payments, net


1,587



10,075



1,015Non-cash financing activities:Reduction of debt from debt transactions


(172,804
)






    F-7




---



##### Table of Contents



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


TotalOther


ShareholdersCommon


Additional


Warrants


Accumulated


Treasury


Comprehensive


EquityStock


Paid-in Capital


Outstanding


Deficit


Stock


Income (Loss)


(Deficit)(In thousands)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
)Balance, December 31, 2007


88,169



2,402,181







(385,540
)


(256,334
)


(25,740
)


1,822,736Net loss














(2,298,327
)










(2,298,327
)Employee stock option exercises






38











57







95Other adjustments related to compensatory stock awards






(317
)


















(317
)Unrealized loss on interest rate swaps, net of tax






















(5,724
)


(5,724
)Benefit plans adjustment, net of tax






















(41,347
)


(41,347
)Compensatory stock awards






29,509



















29,509Balance, December 31, 2008

$
88,169


$
2,431,411


$



$
(2,683,867
)

$
(256,277
)

$
(72,811
)

$
(493,375
)    F-8




---



##### 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    tm ® tm
  Going
    Concern
      and/or
   F-9




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           F-10




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reclassifications
  Form 10-K 10-K).
  10-K.
    Significant
    Financing Developments
         F-11




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Accounting for Derivative Instruments and Hedging Activities
    2.
    Summary
    of Significant Accounting Policies  Revenue
    Recognition
   F-12




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      No. 00-21, Revenue Arrangements with Multiple Deliverables.
  Deferred
    Directory Costs
    Cash and
    Cash Equivalents
    Accounts
    Receivable
    Identifiable
    Intangible Assets and Goodwill
  Business Combinations
 F-13




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill and Other Intangible Assets
  Accounting for the Impairment or
    Disposal of Long-Lived Assets
           F-14




---



##### Table of Contents



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


National CMR


Technology andRelationships


Relationships


Trade Names


TotalQwest

$
473,000


$
130,000


$



$
603,000AT&T






33,000







33,000Embarq


73,000



35,000







108,000Local Launch










2,190



2,190Total impairment charges

$
546,000


$
198,000


$
2,190


$
746,190        F-15




---



##### Table of Contents



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


Local


National











NetworkServices


Customer


CMR


Third-Party


Trade


Advertising


PlatformsAgreements


Relationships


Relationships


Contract


Names


Commitment


& Other


TotalInitial fair value:Qwest

$
7,320,000


$
229,807


$
50,044


$



$
490,000


$
25,000


$



$
8,114,851AT&T


952,500



90,000



10,003



















1,052,503Embarq


1,625,000



40,433



9,500



















1,674,933Business.com






14,700







49,000



18,500







18,500



100,700Local Launch






1,400



















1,100



2,500Total


9,897,500



376,340



69,547



49,000



508,500



25,000



19,600



10,945,487Accumulated amortization


(787,833
)


(24,181
)






(14,879
)


(97,780
)


(6,076
)


(5,477
)


(936,226
)Net intangible assets

$
9,109,667


$
352,159


$
69,547


$
34,121


$
410,720


$
18,924


$
14,123


$
10,009,261     Technology,Directory


Local


National











NetworkServices


Customer


CMR


Third-Party


Trade


Advertising


PlatformsAgreements


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    F-16




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         F-17




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Fixed
    Assets and Computer Software
   F-18




---



##### Table of Contents



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


2007Computer software

$
258,091


$
215,410Computer equipment


50,388



40,287Machinery and equipment


8,883



8,220Furniture and fixtures


20,360



16,532Leasehold improvements


35,921



26,112Buildings


1,863



1,863Construction in Process  Computer software and
    equipment


3,684



14,014Total cost


379,190



322,438Less accumulated depreciation and amortization


(190,495
)


(134,758
)Net fixed assets and computer software

$
188,695


$
187,680     2008


2007


2006Depreciation of fixed assets

$
17,841


$
16,649


$
15,928Amortization of computer software


49,503



38,181



30,188Total depreciation and amortization on fixed assets and computer
    software

$
67,344


$
54,830


$
46,116     Interest
    Expense and Deferred Financing Costs
     F-19




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Gain
    (Loss) on Debt Transactions, Net
    Term Loan Voluntary Prepayments  Fourth
    Quarter 2008

Par ValueTerm Loan D-1

$
9,795Term Loan D-2


45,933Total Term Loans Repaid


55,728Total Voluntary Prepayments, including fees


(35,497
)Write-off of unamortized deferred financing costs


(206
)Net gain on Voluntary Prepayments

$
20,025     Notes Repurchased  Fourth Quarter 2008

Par Value8.875%
    Series A-3
    Senior Notes due 2016

$
16,0008.875%
    Series A-4
    Senior Notes due 2017


5,500Total Notes Repurchased


21,500Total Purchase Price, including fees


(7,448
)Write-off of unamortized deferred financing costs


(450
)Net gain on October 2008 Debt Repurchases

$
13,602    F-20




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accreted orNotes Repurchased  Third Quarter 2008

Par Value6.875% Senior Notes due 2013

$
45,5296.875%
    Series A-1
    Senior Discount Notes due 2013


12,1946.875%
    Series A-2
    Senior Discount Notes due 2013


72,1958.875%
    Series A-3
    Senior Notes due 2016


30,000Total Notes Repurchased


159,918Total Purchase Price, including fees


(84,682
)Write-off of unamortized deferred financing costs


(2,856
)Net gain on September 2008 Debt Repurchases

$
72,380     Accreted orRHD Notes
    Exchanged  Second Quarter 2008

Par Value6.875% Senior Notes due 2013

$
47,6636.875%
    Series A-1
    Senior Discount Notes due 2013


29,1856.875%
    Series A-2
    Senior Discount Notes due 2013


93,0318.875%
    Series A-3
    Senior Notes due 2016


151,1198.875%
    Series A-4
    Senior Notes due 2017


264,677Total RHD Notes exchanged


585,675RHDI Notes Issued  Second Quarter 200811.75% Senior Notes due 2015


412,871Reduction of debt from Debt Exchanges


172,804Write-off of unamortized deferred financing costs


(11,489
)Net gain on Debt Exchanges

$
161,315        F-21




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Advertising
    Expense
    Concentration
    of Credit Risk
  12-month
        Labor
    Unions
   F-22




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivative
    Financial 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-23




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Pension
    and Postretirement Benefits
    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
 F-24




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Earnings
    (Loss) Per Share
  Earnings Per Share No. 03-6, Participating Securities and the Two-Class Method under
    FASB Statement 128 (EITF 03-6), EITF 03-6 EITF 03-6
   F-25




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years EndedDecember 31,2008


2007


2006Basic EPSIncome (loss) available to common shareholders





$
(2,298,327
)

$
46,859


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






100
%


100
%


100
%Income (loss) allocable to common shareholders






(2,298,327
)


46,859



(208,483
)Weighted average common shares outstanding






68,793



70,932



66,448Basic earnings (loss) per share





$
(33.41
)

$
0.66


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





$
(2,298,327
)

$
46,859


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






100
%


100
%


100
%Income (loss) allocable to common shareholders






(2,298,327
)


46,859



(208,483
)Weighted average common shares outstanding






68,793



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






68,793



71,963



66,448Diluted earnings (loss) per share





$
(33.41
)

$
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 years ended December 31, 2008 and 2006, the effect of
    all stock-based awards, warrants and the assumed conversion of
    the Preferred Stock, as applicable, were anti-dilutive and
    therefore are not included in the calculation of diluted EPS.
    For the years ended December 31, 2008, 2007 and 2006,
    4,060 shares, 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.  Stock-Based
    Awards
   F-26




---



##### 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
)     Treasury
    Stock
  Rule 10b-18 first-in,
 F-27




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value of Financial Instruments
  Disclosures About Fair Value of
    Financial Instruments
  Fair Value Measurements
          Fair Value Measurements atDecember 31, 2008Using Significant OtherDescription

Observable Inputs (Level 2)Derivatives  Liabilities

$
(57,591
)   Valuation
    Techniques
     F-28




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair Value
    Control Processes
    FAS 157-2, Effective Date of FASB Statement No. 157 No. 157-2), No. 157-2 No. 157-2
  Estimates
    New
    Accounting Pronouncements
  FAS 142-3, Determination of the Useful Life of Intangible Assets FAS 142-3), FAS 142-3 Business Combinations FAS 142-3 FAS 142-3
  Disclosures about Derivative Instruments and Hedging
    Activities an amendment of FASB
    Statement No. 133
 F-29




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business Combinations
    3.
    Acquisitions  Business.com
    Acquisition
    Local
    Launch Acquisition
    Dex Media
    Merger
   F-30




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AT&T
    Directory Acquisition
  50 50
  Embarq
    Acquisition
     F-31




---



##### Table of Contents



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

$
2,039,192Operating income


470,353Net loss


(275,943
)Loss available to common shareholders


(275,943
)Diluted loss per share

$
(3.97
)   4.
    Restructuring
    Charges    2003


2005


2006


2007


2008Restructuring


Restructuring


Restructuring


Restructuring


RestructuringActions


Actions


Actions


Actions


Actions


TotalBalance 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







9,632Additions to reserve charged to earnings


















38,627



38,627Payments


(160
)






(2,145
)


(3,315
)


(28,424
)


(34,044
)Reserve reversal credited to earnings










(615
)


(1,851
)






(2,466
)Balance at December 31, 2008

$
603


$



$
567


$
376


$
10,203


$
11,749    F-32




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             F-33




---



##### Table of Contents



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


December 31,2008


2007RHD6.875% Senior Notes due 2013

$
206,791


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


301,862



339,2226.875%
    Series A-2
    Senior Discount Notes due 2013


455,204



613,6498.875%
    Series A-3
    Senior Notes due 2016


1,012,839



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


1,229,760



1,500,000R.H. Donnelley Inc. (RHDI)Credit Facility


1,341,098



1,571,53611.75% Senior Notes due 2015


412,871



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


510,408



512,0979% Senior Discount Notes due 2013


771,488



719,112Dex Media EastCredit Facility


1,081,500



1,106,050Dex Media WestNew Credit Facility


1,080,000



Former Credit Facility






1,071,4918.5% Senior Notes due 2010


393,883



398,7365.875% Senior Notes due 2011


8,761



8,7749.875% Senior Subordinated Notes due 2013


815,791



824,982Total RHD Consolidated


9,622,256



10,175,649Less current portion


113,566



177,175Long-term debt

$
9,508,690


$
9,998,474    F-34




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  RHD
  Series A-4 (Series A-4 Series A-4 A-4, A-4
  Series A-4
  Series A-4
  Credit
    Facilities
    RHDI
       F-35




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    The highest of (i) a base rate as determined by the
    Administrative Agent, Deutsche Bank Trust Company Americas,
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and (iii) 4.0%, in each case, plus a 2.50% margin on
    the RHDI Revolver and a 2.75% margin on Term Loan D-1 and Term
    Loan D-2; or
    The higher of (i) LIBOR rate and (ii) 3.0%, in each
    case, plus a 3.50% margin on the RHDI Revolver and a 3.75%
    margin on Term Loan D-1 and Term Loan D-2. We may elect interest
    periods of 1, 2, 3 or 6 months (or 9 or 12 months if,
    at the time of the borrowing, all lenders agree to make such
    term available), for LIBOR borrowings.  Dex Media
    East
      
    The higher of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A. and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.75% (or 0.50% if leverage
    ratio is less than 2 to 1) margin on the 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 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.   F-36




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Dex Media
    West
        
    The highest of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A., (ii) the
    Federal Funds Effective Rate (as defined) plus 0.50%, and
    (iii) 4.0%, in each case, plus a 2.75% (or 2.50% if the
    leverage ratio is less than 3.00 to 1.00) margin on the Dex
    Media West Revolver and Term Loan A and a 3.0% margin on Term
    Loan B; or
    The higher of (i) LIBOR rate and (ii) 3.0% plus a
    3.75% (or 3.50% if the leverage ratio is less than 3.00 to 1.00)
    margin on the Dex Media West Revolver and Term Loan A and a 4.0%
    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.  Notes
   F-37




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  RHD
  Series A-1 Series A-2 Series A-3 Series A-4
        Series 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
%       Redemption Year

Price2009


103.438
%2010


101.719
%2011 and thereafter


100.000
%   Series A-2 Series A-3
 F-38




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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-39




---



##### Table of Contents



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

Price2012


105.875
%2013


102.938
%2014 and thereafter


100.000
%     Series A-4
  Dex
    Media, Inc.
        Redemption Year

Price2009


102.667
%2010


101.333
%2011 and thereafter


100.000
%    F-40




---



##### Table of Contents



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

Price2009


103.000
%2010


101.500
%2011 and thereafter


100.000
%   Dex Media
    East
    Dex Media
    West
        Redemption Year

Price2009 and thereafter


100.000
%    F-41




---



##### Table of Contents



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

Price2009


101.469
%2010 and thereafter


100.000
%       Redemption Year

Price2009


103.292
%2010


101.646
%2011 and thereafter


100.000
%     2009

$
113,5662010


1,357,8222011


646,1802012


212,8752013


3,266,297Thereafter


3,939,346Total

$
9,536,086     Impact of
    Dex Media Merger
   F-42




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Dex MediaDex Media


Long-Term Debt atUnamortized Fair


Long-Term Debt at


December 31, 2008Value Adjustment at


December 31,


Excluding UnamortizedDecember 31, 2008


2008


Fair Value AdjustmentDex Media, Inc.Dex Media, Inc. 8% Senior Notes

$
10,408


$
510,408


$
500,000Dex Media, Inc. 9% Senior Discount Notes


12,697



771,488



758,791Dex Media WestDex Media West 8.5% Senior Notes


8,883



393,883



385,000Dex Media West 5.875% Senior Notes


41



8,761



8,720Dex Media West 9.875% Senior Subordinated Notes


54,141



815,791



761,650Total Dex Media Outstanding Debt at January 31, 2006

$
86,170


$
2,500,331


$
2,414,161   6.
    Derivative
    Financial Instruments    Effective Dates

Notional Amount


Pay Rates

Maturity Dates(Amounts in millions)September 7, 2004

$
100
(1)

3.750%

September 7, 2009September 15, 2004


150
(2)

3.884% - 3.910%

September 15, 2009September 17, 2004


50
(1)

3.740%

September 17, 2009February 14, 2006


200
(2)

4.925% - 4.93%

February 14, 2009May 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


50
(1)

5.312%

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, 2012February 28, 2008


100
(1)

3.212%

February 28, 2011March 20, 2008


100
(1)

2.5019%

March 21, 2011March 31, 2008


100
(1)

3.50%

March 29, 2013September 23, 2008


150
(1)

3.6172%

September 23, 2010September 30, 2008


150
(1)

3.955%

September 30, 2011Total

$
2,400     (1)
    
    Consists of one swap.(2)
    
    Consists of two swaps.(3)
    
    Consists of three swaps.(4)
    
    Consists of four swaps. F-43




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                F-44




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Income
    Taxes      2008


2007


2006Current provisionU.S. Federal

$
(23,900
)

$
(11,839
)

$
State and local


(10,295
)


(8,526
)


(627
)Total current provision


(34,195
)


(20,365
)


(627
)Deferred benefit (provision)U.S. Federal


1,152,636



(15,712
)


112,897State and local


159,255



7,044



(27,745
)Total deferred benefit (provision)


1,311,891



(8,668
)


85,152Benefit (provision) for income taxes

$
1,277,696


$
(29,033
)

$
84,525     2008


2007


2006Statutory U.S. Federal tax rate


35.0
%


35.0
%


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


2.9



(9.1
)


(8.8
)Non-deductible goodwill impairment charge


(3.6
)






Non-deductible expense






0.9



0.4Change in valuation allowance


0.1



10.2



(0.1
)Other


1.3



1.3



(0.3
)Effective tax rate


35.7
%


38.3
%


26.2
%  F-45




---



##### Table of Contents



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


2007Deferred income tax assetsAllowance for doubtful accounts

$
20,879


$
15,103Deferred and other compensation


49,241



37,120Deferred directory revenue and costs


58,571



22,270Deferred financing costs


13,366



25,836Capital investments


6,152



6,208Debt and other interest


56,257



49,503Pension and other retirement benefits


63,383



27,782Restructuring reserves


4,904



1,586Net operating loss and credit carryforwards


242,495



250,276Other


12,001



10,980Total deferred income tax assets


527,249



446,664Valuation allowance


(9,252
)


(13,726
)Net deferred income tax assets


517,997



432,938Deferred income tax liabilitiesFixed assets and capitalized software


34,276



34,751Purchased goodwill and intangible assets


1,383,635



2,638,668Other


184



144Total deferred income tax liabilities


1,418,095



2,673,563Net deferred income tax liability

$
900,098


$
2,240,625        F-46




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           F-47




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FIN No. 48
    Balance at December 31, 2007

$
9,988Gross additions for tax positions of prior years


23,182Settlements


(533
)Balance at December 31, 2008

$
32,637                  F-48




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    Stock
    Incentive Plans        December 31, 2008

December 31, 2007

December 31, 2006Expected volatility

58.8%

23.5%

28.2%Risk-free interest rate

2.8%

4.5%

4.4%Expected life

5 Years

5 Years

5 yearsDividend yield

0%

0%

0%   Use of a Simplified Method in
    Developing Expected Term of Share Options
     F-49




---



##### 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, 2008


5,863,802


$
48.51


$
3Granted


3,700,469



5.38



Exercises


(18,653
)


5.16



(1
)Exchanged


(4,186,641
)


49.57



Forfeitures


(427,716
)


39.02



Awards outstanding, December 31, 2008


4,931,261


$
15.70


$
2Available for future grants at December 31, 2008


3,279,565       Stock Awards Outstanding



Stock Awards ExercisableWeighted Average









Weighted AverageRange of




Remaining


Weighted Average






Remaining


Weighted AverageExercise/Grant




Contractual Life


Exercise/Grant






Contractual Life


Exercise/GrantPrices

Shares


(In Years)


Price Per Share



Shares


(In Years)


Price Per Share$0.22  $7.11


3,629,894



6.34


$
5.00




378,717



6.25


$
6.36$10.78  $14.75


96,859



4.35



10.78




96,859



4.35



10.78$15.22  $19.41


66,060



6.74



18.17




34,039



5.28



18.12$24.75  $29.59


337,049



.89



25.75




337,049



.89



25.75$30.11  $39.21


23,798



4.33



33.81




13,598



3.08



31.81$41.10  $43.85


192,667



2.36



41.42




192,667



2.36



41.42$46.06  $55.25


23,660



3.32



50.88




20,160



3.13



50.26$56.55  $66.23


323,865



3.85



63.63




293,843



3.77



63.78$70.44  $80.68


237,409



5.18



74.55




147,492



5.15



74.464,931,261



5.53


$
15.70




1,514,424



3.76


$
34.96    F-50




---



##### 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, 2008


2,088,640


$
63.96


$
151,564


$
62.67Granted


3,700,469



5.38



767,649



3.81Vested


(976,891
)


45.86



(170,490
)


18.65Unvested exchanged


(1,035,252
)


66.91







Forfeitures


(360,129
)


40.06



(39,194
)


41.03Non-vested at December 31, 2008


3,416,837


$
7.45


$
709,529


$
10.81              F-51




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               F-52




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             F-53




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Benefit
    Plans         F-54




---



##### 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.
 F-55




---



##### Table of Contents



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





Postretirement Plans2008


2007





2008


2007Change in benefit obligationBenefit obligation, beginning of year

$
300,692


$
315,104






$
95,899


$
91,721Service cost


12,736



14,209







1,621



2,005Interest cost


18,416



17,741







5,632



5,325Plan participant contributions














325



420Amendments






555







432



Actuarial (gain) loss


10,049



(21,284
)






(6,825
)


1,107Curtailment (gain)


(13,615
)










(36,907
)


Benefits paid


(8,746
)


(6,813
)






(4,895
)


(4,679
)Plan settlements


(41,242
)


(18,820
)










Benefit obligation, end of year

$
278,290


$
300,692






$
55,282


$
95,899Change in plan assetsFair value of plan assets, beginning of year

$
242,897


$
239,064






$



$
Return on plan assets


(60,127
)


13,011











Employer contributions


15,333



16,455







4,570



4,259Plan participant contributions














325



420Benefits paid


(8,746
)


(6,813
)






(4,895
)


(4,679
)Plan settlements


(41,242
)


(18,820
)










Fair value of plan assets, end of year

$
148,115


$
242,897






$



$
Funded status at end of year

$
(130,175
)

$
(57,795
)





$
(55,282
)

$
(95,899
)     Pension Plans


Postretirement Plans2008


2007


2008


2007Current liabilities

$
(461
)

$
(417
)

$
(6,143
)

$
(6,835
)Non-current liabilities


(129,714
)


(57,378
)


(49,139
)


(89,064
)Net amount recognized

$
(130,175
)

$
(57,795
)

$
(55,282
)

$
(95,899
)  F-56




---



##### Table of Contents



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


2007Projected benefit obligation

$
4,685


$
6,233Accumulated benefit obligation

$
4,685


$
4,063   Components
    of Net Periodic Benefit Expense
    2008


2007


2006Service cost

$
12,736


$
14,209


$
13,281Interest cost


18,416



17,741



16,717Expected return on plan assets


(19,719
)


(19,314
)


(19,203
)Amortization of unrecognized prior service cost


163



152



130Settlement loss (gain)


3,504



(1,543
)


(982
)Other adjustment






(6
)


Curtailment loss


1,590







Amortization of unrecognized net loss


373



1,586



2,062Net periodic benefit expense

$
17,063


$
12,825


$
12,005     2008


2007


2006Service cost

$
1,621


$
2,005


$
2,668Interest cost


5,632



5,325



4,642Other adjustment






(6
)


Amortization of unrecognized prior service (credit) cost


(6
)


856



219Curtailment gain


(39,588
)






Amortization of unrecognized net loss


524



63



813Net periodic benefit (income) expense

$
(31,817
)

$
8,243


$
8,342     PensionPlans


Postretirement PlansPreviously unrecognized actuarial loss (gain) expected to be
    recognized in 2009

$
144


$
(444
)Previously unrecognized prior service cost (credit) expected to
    be recognized in 2009

$



$
(7
)  F-57




---



##### Table of Contents



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


Postretirement Plans2008


2007


2008


2007Net actuarial loss (gain)

$
83,311


$
10,907


$
(1,886
)

$
694Prior service cost (credit)

$



$
1,753


$
(45
)

$
2,039   Assumptions
    2008


2007Weighted average discount rate


5.87
%


6.48
%Rate of increase in future compensation


3.66
%


3.66
%     Employers Accounting for
    Settlements and Curtailments of Defined Benefit Plans and for
    Termination Benefits
      November 1, 2008


January 1, 2008through


throughDecember 31,


October 31,2008


2008


2007


2006Weighted average discount rate


8.01
%


6.48
%


5.90
%


5.50
%Rate of increase in future compensation


3.66
%


3.66
%


3.66
%


3.66
%Expected return on plan assets


8.50
%


8.50
%


8.25
%


8.25
%  F-58




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    July 1,


February 1,November 1, 2008


July 1, 2008


January 1,





2006


2006through


through


2008





through


throughDecember 31,


October 31,


through June 30,





December 31,


June 30,2008


2008


2008


2007


2006


2006Weighted average discount rate


8.01
%


6.82
%


6.48
%


5.90
%


6.25
%


5.50
%Rate of increase in future compensation


3.66
%


3.66
%


3.66
%


3.66
%


3.66
%


3.66
%Expected return on plan assets


8.50
%


8.50
%


8.50
%


8.50
%


9.00
%


9.00
%   Employers Accounting
    for Postretirement Benefits Other Than Pensions
    2008


2007Healthcare cost trend rate assumed for next yearUnder 65


10.0%-10.4
%


9.0
%65 and older


11.4%-12.0
%


11.0
%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


2014-2015



2013     2008


2007Healthcare cost trend rates assumed for next yearUnder 65


9.4%-10.0
%


10.4%-11.0
%65 and older


10.4%-12.0
%


11.4%-13.0
%Rate to which the cost trend rate is assumed to declineUnder 65


5.0
%


5.0
%65 and older


5.0
%


5.0
%Years ultimate trend rates are reached


2014-2015



2014-2016  F-59




---



##### Table of Contents



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


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

$
104


$
(94
)Effect on accumulated postretirement benefit obligation
    (Consolidated Balance Sheet)

$
36


$
(27
)   Plan
    Assets
    RHD Plan


Dex Media PlanPlan Assets at


Asset


Plan Assets at


AssetDecember 31,


Allocation


December 31,


Allocation2008


Target


2008


TargetEquity securities


55
%


65
%


58
%


65
%Debt securities


45
%


35
%


42
%


35
%Total


100
%


100
%


100
%


100
%     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
%        F-60




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##### Table of Contents



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


PostretirementPlans


Plans2009

$
34,824


$
6,1432010


20,750



5,9322011


21,340



5,3982012


21,861



5,5182013


23,208



5,523Years
    2014-2018


128,323



25,537     Additional
    Information
    10.
    Commitments   F-61




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009

$
31,1592010


27,3362011


24,5102012


21,5982013


20,013Thereafter


83,108Total

$
207,724     11.
    Redeemable
    Preferred Stock, Warrants and Other           F-62




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Series A-1
        12.
    Legal
    Proceedings          13.
    Business
    Segments   F-63




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    R.H.
    Donnelley Corporation (Parent Company) Financial
    Statements      R.H.
    Donnelley Corporation
  Condensed
    Parent Company Balance Sheets
  December 312008


2007AssetsCash and cash equivalents

$
948


$
18,900Intercompany, net


350,490



279,244Prepaid and other current assets


6,964



8,948Total current assets


358,402



307,092Investment in subsidiaries


2,098,154



5,231,597Fixed assets and computer software, net


7,844



10,462Other non-current assets


65,651



91,506Intercompany note receivable


300,000



300,000Total assets

$
2,830,051


$
5,940,657Liabilities and Shareholders Equity (Deficit)Accounts payable and accrued liabilities

$
7,978


$
14,032Accrued interest


97,025



123,882Total current liabilities


105,003



137,914Long-term debt


3,206,456



3,962,871Deferred income taxes, net


2,928



5,161Other non-current liabilities


9,039



11,975Shareholders equity (deficit)


(493,375
)


1,822,736Total liabilities and shareholders equity (deficit)

$
2,830,051


$
5,940,657  F-64




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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 31,2008


2007


2006Expenses

$
18,490


$
19,678


$
1,641Partnership and equity income (loss)


(3,521,790
)


338,606



(125,677
)Operating income (loss)


(3,540,280
)


318,928



(127,318
)Interest expense, net


(297,119
)


(244,854
)


(194,911
)Gain on debt transactions, net


247,297







Other income






1,818



Income (loss) before income taxes


(3,590,102
)


75,892



(322,229
)(Provision) benefit for income taxes


1,291,775



(29,033
)


84,525Net income (loss)


(2,298,327
)


46,859



(237,704
)Preferred dividend










(1,974
)Gain on repurchase of redeemable convertible preferred stock










31,195Income (loss) available to common shareholders

$
(2,298,327
)

$
46,859


$
(208,483
)  F-65




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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 31,2008


2007


2006Cash flow from operating activities

$
(306,471
)

$
(220,262
)

$
37,777Cash flow from investing activities:Additions to fixed assets and computer software


(1,391
)


(4,095
)


(6,389
)Acquisitions, net of cash received






(336,925
)


(1,768,626
)Equity investment disposition (investment)


4,318







Net cash provided by (used in) investing activities


2,927



(341,020
)


(1,775,015
)Cash flow from financing activities:Proceeds from issuance of debt, net of costs






1,468,648



2,079,005Borrowings under credit facility






328,000



Credit facility repayments






(328,000
)


Note repurchases and related costs


(92,130
)






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










(336,819
)Increase (decrease) in checks not yet presented for payment


1,131



(408
)


505Proceeds from employee stock option exercises


95



13,412



31,665Debt issuance costs in connection with debt transactions


(433
)






Proceeds from the issuance of common stock






9,000



Repurchase of common stock


(6,112
)


(89,578
)


Repurchase of warrants










(53,128
)Excess tax benefits from the exercise of stock options


(1,059
)






Intercompany investments






(907,735
)


Intercompany debt






(300,000
)


Dividends from subsidiaries


384,100



264,278



137,745Net cash provided by financing activities


285,592



457,617



1,858,973Change in cash


(17,952
)


(103,665
)


121,735Cash at beginning of year


18,900



122,565



830Cash at end of year

$
948


$
18,900


$
122,565  F-66




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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 Other


End ofPeriod


Media Merger


and Expense


Deductions


PeriodAllowance for Doubtful Accounts and Sales ClaimsFor the year ended December 31, 2008

$
42,817







183,658



(172,480
)

$
53,995For 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
)

$
42,952Deferred Income Tax Asset Valuation AllowanceFor the year ended December 31, 2008

$
13,726











(4,474
)

$
9,252For the year ended December 31, 2007

$
5,978







7,748






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

$
6,148











(170
)

$
5,978   16.
    Quarterly
    Information (unaudited)  Three Months EndedMarch 31


June 30


September 30


December 312008Net revenues

$
674,654


$
663,750


$
647,984


$
630,423Impairment
    charges(1)


(2,463,615
)


(660,239
)






(746,555
)Operating income (loss)


(2,237,606
)


(425,186
)


185,901



(528,826
)Gain on debt transactions,
    net(2)






161,315



70,224



33,627(Provision) benefit for income
    taxes(3)


810,369



161,352



(31,949
)


337,924Net income (loss)

$
(1,623,111
)

$
(338,904
)

$
26,083


$
(362,395
)Basic earnings (loss) per share

$
(23.60
)

$
(4.93
)

$
0.38


$
(5.27
)Diluted earnings (loss) per share

$
(23.60
)

$
(4.93
)

$
0.38


$
(5.27
)   Three Months EndedMarch 31


June 30


September 30


December 312007Net revenues

$
661,296


$
667,028


$
671,195


$
680,780Impairment
    charges(1)














(20,000
)Operating income


227,978



239,163



237,470



200,355(Loss) on debt transactions,
    net(2)














(26,321
)(Provision) benefit for income taxes


(10,412
)


(15,217
)


(18,242
)


14,838Net 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
)     (1)
    
    We recognized non-cash goodwill impairment charges of
    $2.5 billion and $660.2 million during the first and
    second quarters of 2008, respectively. During the fourth quarter
    of 2008, we recognized a non-cash impairment charge of
    $746.2 million associated with certain local and national
    customer relationships acquired in the Dex Media Merger,
    AT&T Directory Acquisition and Embarq Acquisition and
    tradenames F-67




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and technology acquired in the Local Launch Acquisition. During
    the fourth quarter of 2008, we also retired certain computer
    software fixed assets, which resulted in an impairment charge of
    $0.4 million. During the fourth quarter of 2007, we
    recorded an intangible asset impairment charge of
    $20.0 million associated with the tradenames acquired in
    the Embarq Acquisition. See Note 2, Summary of
    Significant Accounting Policies  Identifiable
    Intangible Assets and Goodwill for further discussion.(2)
    
    See Note 2, Summary of Significant Accounting
    Policies  Gain (Loss) on Debt Transactions, Net
    for details regarding these debt transactions and the related
    accounting treatment.(3)
    
    The fourth quarter 2008 income tax benefit includes an income
    tax benefit of $20.3 million from correcting overstated
    income tax expense in fiscal years 2004 through 2007. We have
    evaluated the materiality of this correction and concluded it
    was not material to current or prior year financial statements.
    Accordingly we recorded this correction during the fourth
    quarter of 2008.  17.
    Subsequent
    Events    Form 10-Q
 F-68




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Evaluation of Disclosure Controls and
    Procedures Rules 13a-15(e) 15d-15(e)
  Regulation S-K
  Changes in Internal Controls ,
    Remediation Plan for Material Weakness in Internal
    Control Over Financial Reporting
    
    During 2008, the Company began to implement, and during 2009 it
    will fully implement controls to formalize its evaluation of
    deferred income tax balances including a comprehensive
    reconciliation between deferred income tax balances determined
    on a basis in conformity with generally accepted accounting
    principles for financial reporting purposes and those determined
    for tax reporting purposes;
    During 2008, the Company began to implement, and during 2009 it
    will fully implement an acceleration of the timing of certain
    tax review activities, including apportionment and allocation
    for income tax reporting purposes, during the financial
    statement closing process;
    The Company will improve documentation and institute more
    formalized review of tax positions taken, with senior management
    and external experts, to ensure proper evaluation and accounting
    treatment of complex tax issues; and
    The Company will evaluate and supplement
    and/or train
    internal resources, as necessary, and evaluate external experts. 91




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION.   92




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Regulation S-K
  www.rhd.com Regulation S-K, www.rhd.com
  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.   93




---



##### 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 FirmConsolidated Balance Sheets at December 31, 2008 and 2007Consolidated Statements of Operations and Comprehensive Income
    (Loss) for each of the years in the three year period ended
    December 31, 2008Consolidated Statements of Cash Flows for each of the years in
    the three year period endedDecember 31, 2008Consolidated Statements of Changes in Shareholders Equity
    (Deficit) for each of the years in the three year period ended
    December 31, 2008Notes to Consolidated Financial Statements    94




---



##### Table of Contents



(b)
    Exhibits:  Exhibit No.

Document3
.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to Exhibit 3.1 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    May 16, 2008, Commission File
    No. 001-07155).3
.2

Fourth Amended and Restated Bylaws of the Company (incorporated
    by reference to Exhibit 3.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 28, 2008, Commission File
    No. 001-07155).4
.1

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
.2

Form of 8% Notes due 2013 (included in Exhibit 4.1).4
.3

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
.4

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
.5

Form of 9% Discount Notes due 2013 (included in
    Exhibit 4.4).4
.6

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
.7

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
.8

Form of 9% Discount Notes due 2013 (included in
    Exhibit 4.7).4
.9

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
.10

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
.11

Form of
    81/2% Senior
    Notes due 2010 (included in Exhibit 4.10).4
.12

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
.13

Form of
    97/8% Senior
    Subordinated Notes due 2013 (included in Exhibit 4.12). 95




---



##### Table of Contents



Exhibit No.

Document4
.14

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).4
.15

Form of
    57/8% Senior
    Notes due 2011 (included in Exhibit 4.14).4
.16

Indenture, dated as of January 14, 2005, among the Company
    and The Bank of New York, as Trustee, with respect to the
    Companys 6.875% 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
.17

Form of 6.875% Senior Notes due 2013 (included in
    Exhibit 4.16).4
.18

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
.19

Form of 6.875%
    Series A-1
    Senior Discount Note due 2013 (included in Exhibit 4.18).4
.20

Indenture, dated January 27, 2006, between the Company (as
    successor to R.H. Donnelley 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
.21

Form of 6.875%
    Series A-2
    Senior Discount Note due 2013 (included in Exhibit 4.20).4
.22

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
.23

Indenture, dated January 27, 2006, by and between the
    Company (as successor to R.H. Donnelley 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
.24

Form of 8.875%
    Series A-3
    Senior Note due 2016 (included in Exhibit 4.23).4
.25

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
.26

Indenture, dated October 2, 2007, between R.H. Donnelley
    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 Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 5, 2007, Commission file
    No. 001-07155).4
.27

Form of 8.875%
    Series A-4
    Senior Notes due 2017 (included in Exhibit 4.26).4
.28

Indenture, dated June 25, 2008, among The Bank of New York,
    as trustee, R.H. Donnelley Inc., as issuer, R.H. Donnelley
    Corporation, as guarantor, and the subsidiary guarantors party
    thereto (incorporated by reference to Exhibit 4.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    June 25, 2008, Commission File
    No. 001-07155).4
.29

Form of 11.75% Senior Note due 2015 of R.H. Donnelley Inc.
    (included in Exhibit 4.28). 96




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##### Table of Contents



Exhibit No.

Document4
.30

Form of Guarantee (included in Exhibit 4.28).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).10
.2

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

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

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

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

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

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

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

Directory Services License Agreement, dated as of
    September 1, 2004, among the Company, R.H. Donnelley
    Publishing & Advertising of Illinois Partnership
    (f/k/a The APIL Partners Partnership), DonTech II
    Partnership, Ameritech Corporation, SBC Directory Operations,
    Inc. and SBC Knowledge Ventures, L.P. (incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    September 3, 2004, Commission File
    No. 001-07155).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). 97




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##### Table of Contents



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 29, 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

R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan
    As Amended and Restated as of December 31, 2008
    (incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 7, 2009, Commission File
    No. 001-07155).10
.21ˆ

Amendment to Restricted Stock Units Agreement for awards granted
    under the R.H. Donnelley Corporation 2005 Stock Award and
    Incentive Plan, effective as of December 31, 2008
    (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 7, 2009, Commission File
    No. 001-07155).10
.22ˆ

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). 98




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##### Table of Contents



Exhibit No.

Document10
.23ˆ

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
.24ˆ

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
.25ˆ

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
.26ˆ

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
.27ˆ

Form of New Stock Appreciation Rights Agreement for Senior
    Management Members (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
    July 17, 2008, Commission File
    No. 001-07155).10
.28ˆ

Deferred Compensation Plan, as amended and restated as of
    January 1, 2008 (incorporated by reference to
    Exhibit 99.3 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 29, 2007, Commission File
    No. 001-07155).
    This Agreement is no longer in effect.10
.29ˆ

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
.30ˆ

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
.31ˆ

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
.32ˆ

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
.33ˆ

Amended and Restated Employment Agreement, dated as of
    December 31, 2008, by and between the Company and David C.
    Swanson (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 7, 2009, Commission File
    No. 001-07155).10
.34ˆ

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
.35ˆ

Amended and Restated Employment Agreement, dated as of
    December 31, 2008, by and between the Company and Steven M.
    Blondy (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 7, 2009, Commission File
    No. 001-07155).10
.36ˆ

Amended and Restated Employment Agreement, dated as of
    November 10, 2008, by and between the Company and Robert J.
    Bush (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    November 14, 2008, Commission File
    No. 001-07155). 99




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##### Table of Contents



Exhibit No.

Document10
.37ˆ

Employment Agreement, dated as of November 8, 2002 by and
    between Maggie Le Beau and Dex Media, Inc. (incorporated by
    reference to Exhibit 10.23 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
.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
.39ˆ

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 29, 2007, Commission File
    No. 001-07155).10
.40ˆ*

R.H. Donnelley Corporation Restoration Plan, effective as of
    January 1, 2009.10
.41ˆ*

R.H. Donnelley Corporation Severance Plan  Senior
    Vice President, effective as amended March 9, 2009.10
.42ˆ

Restricted Stock Units Agreement, effective as of July 22,
    2008, by and between the Company and David C. Swanson
    (incorporated by reference to Exhibit 10.5 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 7, 2009, Commission File
    No. 001-07155).10
.43ˆ

Supplemental Executive Retirement Agreement, effective as of
    December 31, 2008, by and between the Company and David C.
    Swanson (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
    January 7, 2009, Commission File
    No. 001-07155).10
.44#

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
.45

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
.46

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
.47

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). 100




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##### Table of Contents



Exhibit No.

Document10
.48

Second Amendment, dated as of June 6, 2008, to the Second
    Amended and Restated Credit Agreement, dated as of
    December 13, 2005 as amended by the First Amendment, dated
    as of April 24, 2006, among R.H. Donnelley Corporation,
    R.H. Donnelley Inc., the several banks and other financial
    institutions or entities from time to time parties thereto,
    Deutsche Bank Trust Company Americas, as administrative
    agent, and the other agents parties thereto (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    June 9, 2008, Commission File
    No. 001-07155).10
.49

Reaffirmation, dated as of June 6, 2008, 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
    June 9, 2008, Commission File
    No. 001-07155).10
.50#

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).
    This Agreement is no longer in effect.10
.51

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).
    This Agreement is no longer in effect.10
.52

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).
    This Agreement is no longer in effect.10
.53

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).
    This Agreement is no longer in effect.10
.54

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).
    This Agreement is no longer in effect.10
.55

Credit Agreement, dated June 6, 2008, among Dex Media,
    Inc., Dex Media West, Inc., Dex Media West LLC, the several
    banks and other financial institutions or entities from time to
    time parties thereto as lenders, J.P. Morgan Securities
    Inc. and Banc of America Securities LLC, as co-lead arrangers
    and joint-bookrunners, JPMorgan Chase Bank, N.A., as
    administrative agent, and Bank of America, N.A., as syndication
    agent (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
    June 9, 2008, Commission File
    No. 001-07155).10
.56

Guarantee and Collateral Agreement, dated as of June 6,
    2008, among Dex Media West LLC, Dex Media West, Inc., the
    subsidiary guarantor party thereto and JPMorgan Chase Bank,
    N.A., as collateral agent (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
    June 9, 2008, Commission File
    No. 001-07155). 101




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##### Table of Contents



Exhibit No.

Document10
.57

Pledge Agreement, dated as of June 6, 2008, among Dex
    Media, Inc. and JPMorgan Chase Bank, N.A., as collateral agent
    (incorporated by reference to Exhibit 10.5 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    June 9, 2008, Commission File
    No. 001-07155).10
.58

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
.59

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
.60

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 10.3 to Dex
    Media East LLCs Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 26, 2007, Commission File
    No. 333-102395).21
.1*

Subsidiaries of the Registrant.23
.1*

Consent of KPMG LLP, Independent Registered Public Accounting
    Firm.31
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2008 by David C. Swanson,
    Chairman and Chief Executive Officer of R.H. Donnelley
    Corporation under Section 302 of the Sarbanes-Oxley Act.31
.2*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2008 by Steven M. Blondy,
    Executive Vice President and Chief Financial Officer of R.H.
    Donnelley Corporation under Section 302 of the
    Sarbanes-Oxley Act.32
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2008 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. 102




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##### Table of Contents



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

Chairman of the Board and Chief Executive Officer

March 27, 2009/s/  Steven
    M. BlondySteven
    M. Blondy

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

March 27, 2009/s/  Robert
    J. BushRobert
    J. Bush

Vice President  Interim Controller (Interim Principal
    Accounting Officer)

March 27, 2009/s/  Michael
    P. ConnersMichael
    P. Conners

Director

March 27, 2009/s/  Nancy
    E. CooperNancy
    E. Cooper

Director

March 27, 2009/s/  Robert
    KamerschenRobert
    Kamerschen

Director

March 27, 2009/s/  Thomas
    ReddinThomas
    Reddin

Director

March 27, 2009/s/  Alan
    F. SchultzAlan
    F. Schultz

Director

March 27, 2009/s/  David
    M. VeitDavid
    M. Veit

Director

March 27, 2009/s/  Barry
    Lawson WilliamsBarry
    Lawson Williams

Director

March 27, 2009/s/  Edwina
    WoodburyEdwina
    Woodbury

Director

March 27, 2009  103




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##### Table of Contents



Exhibit Index
  Exhibit No.

Document10
.40ˆ*

R.H. Donnelley Corporation Restoration Plan, effective as of
    January 1, 2009.10
.41ˆ*

R.H. Donnelley Corporation Severance Plan  Senior
    Vice President, effective as amended March 9, 2009.21
.1*

Subsidiaries of the Registrant23
.1*

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

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2008 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, 2008 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, 2008 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 104