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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006oro

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

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

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

27513(Address of principal executive
    offices)

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

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

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




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Documents
    Incorporated By Reference
  Part IIIItem 10


Directors, Executive Officers and
    Corporate Governance


Information responsive to this
    Item can be found under the captions Board of
    Directors and Other Information 
    Section 16(a) Beneficial Ownership Reporting
    Compliance in the Companys Proxy Statement to be
    filed with the Commission on or prior to April 30, 2007.Item 11


Executive Compensation


Information responsive to this
    Item can be found under the caption Director and
    Executive Compensation in the Companys Proxy
    Statement to be filed with the Commission on or prior to
    April 30, 2007.Item 12


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


Information responsive to this
    Item can be found under the caption Security
    Ownership of Certain Beneficial Owners and Management in
    the Companys Proxy Statement to be filed with the
    Commission on or prior to April 30, 2007.Item 13


Certain Relationships and Related
    Transactions, and Director Independence


Information responsive to this
    Item can be found under the captions Board of
    Directors and Compensation Committee
    Interlocks and Insider Participation; Certain Relationships and
    Related Party Transactions in the Companys Proxy
    Statement to be filed with the Commission on or prior to
    April 30, 2007.Item 14


Principal Accountant Fees and
    Services


Information responsive to this
    Item can be found under the caption Board of
    Directors-Committees of the Board of Directors-Audit and Finance
    Committee and  Report of the Audit
    and Finance Committee-Fees in the Companys Proxy
    Statement to be filed with the Commission on or prior to
    April 30, 2007.




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##### 



TABLE OF
    CONTENTS
  PART IItem 1.

Business


1Item 1A.

Risk
    Factors


15Item 1B.

Unresolved Staff
    Comments


25Item 2.

Properties


26Item 3.

Legal
    Proceedings


26Item 4.

Submission of
    Matters to a Vote of Security Holders


28PART IIItem 5.

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


29Item 6.

Selected Financial
    Data


32Item 7.

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


34Item 7A.

Quantitative and
    Qualitative Disclosures About Market Risk


75Item 8.

Financial
    Statements and Supplementary Data


F-1Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosures


77Item 9A.

Controls and
    Procedures


77Item 9B.

Other
    Information


77PART IIIItem 10.

Directors,
    Executive Officers and Corporate Governance


78Item 11.

Executive
    Compensation


78Item 12.

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


78Item 13.

Certain
    Relationships and Related Transactions and Director
    Independence


78Item 14.

Principal
    Accountant Fees and Services


78PART IVItem 15.

Exhibits and
    Financial Statement Schedules


79Signatures


90Exhibit 10.26Exhibit 14.1Exhibit 21.1Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32.1




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




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Significant
    Business Developments
            Acquisitions
  Dex
    Media Merger
   2




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AT&T
    Directory Acquisition
    Embarq
    Acquisition
     3




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Historical
    Overview
  Donnelley
      Segment
    Reporting
    Products
    and Services
    Print
    Products
      sub-section
 4




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Yellow
    Pages
      Listing options
  In-column advertising options
  Display advertising options
  White
    Pages
      Specialty/Awareness
    Products
    Tabs
 5




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Cover Items
  Tip-ons
  Blow-in Cards
  Ink Jet Edge
  Front of Book Banners
  Delivery bags
  Ride-alongs
  Online
    Products and Services
    Dex
    Media
  e-mail
  out-of-region out-of-region 14-state
     6




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AT&T
    and Embarq
          Local
    Launch
   7




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Business
    Cycle Overview
  12-month 12-month
  Sales
      sub-channels:
  Premise sales representatives
  Telephone sales representatives
  Locally centralized sales
      Marketing
   8




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




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Competition
      ,
    business-to-business
 10




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® ® ®
    Raw
    Materials
    Intellectual
    Property
    and/or
 11




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and/or
    Employees
   12




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Executive
    Officers of the Registrant
    Name

Age

Position(s)David C. Swanson


52


Chairman of the Board and Chief
    Executive OfficerPeter J. McDonald


56


President and Chief Operating
    OfficerSteven M. Blondy


47


Executive Vice President and Chief
    Financial OfficerGeorge F. Bednarz


53


Senior Vice President 
    RHD InteractiveRobert J. Bush


41


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


63


Senior Vice President of
    Information Technology and Publishing ServicesMargaret LeBeau


48


Senior Vice President and Chief
    Marketing OfficerGretchen Zech


37


Senior Vice President 
    Human ResourcesJenny L. Apker


49


Vice President and TreasurerJeffrey A. Smith


42


Vice President and ControllerTyler D. Gronbach


38


Vice President of Corporate
    Communications and Administration     David C. Swanson
  Peter J. McDonald
  Steven M. Blondy
  George F. Bednarz start-up
 13




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Robert J. Bush
  Alan R. Duy
  Margaret LeBeau
  Gretchen Zech
  Jenny L. Apker
  Jeffrey A. Smith start-up
  Tyler D. Gronbach
 14




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ITEM 1A.
    RISK
    FACTORS  Forward-Looking
    Information
  Form 10-K
    1) Our
    ability to meet substantial debt service
    obligations
      
    our ability to obtain additional financing in excess of the
    borrowing capacity under the revolving portions of the various
    credit facilities of our subsidiaries on satisfactory terms to
    fund working capital requirements, capital expenditures,
    acquisitions, investments, debt service requirements and other
    general corporate requirements is limited;
    we are more vulnerable to general economic downturns,
    competition and industry conditions, which could place us at a
    competitive disadvantage compared to our competitors that may be
    less leveraged;
    we face increased exposure to rising interest rates as a portion
    of our debt is at variable interest rates;
    we have reduced availability of cash flow to fund working
    capital requirements, capital expenditures, acquisitions or
    other strategic initiatives, investments and other general
    corporate requirements because a substantial portion of our cash
    flow will be needed to service our debt obligations;
    we have limited flexibility in planning for, or reacting to,
    changes in our business and the industry in which we operate;
    the agreements governing our debt substantially limit our
    ability to access the cash flow and value of our subsidiaries
    and, therefore, to make payments on our notes and the notes of
    our subsidiaries;
    our ability to borrow additional funds or refinance existing
    indebtedness may be limited; and
    there could be a material adverse effect on our business and
    financial condition if we were unable to service our debt or
    obtain additional financing, as needed. 15




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2) Restrictive
    covenants under our debt agreements
    
    incur additional debt;
    pay dividends on our subsidiaries equity interests,
    repurchase their equity interests or make other payments to RHD,
    which could adversely affect the ability of RHD to satisfy its
    obligations under its notes;
    make certain investments;
    enter into certain types of transactions with affiliates;
    expand into unrelated businesses;
    use assets as security in other transactions; and
    sell certain assets or merge with or into other companies.      3) Competition
     16




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17




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4) Usage
    of printed yellow pages directories and changes in
    technology.
  business-to-business
    
    impair our ability to maintain or increase our advertising
    prices;
    cause businesses that purchase advertising in our yellow pages
    directories to reduce or discontinue those purchases; and
    discourage businesses that do not purchase advertising in our
    yellow pages directories from doing so.      5) Information
    technology modernization effort and related IT
    matters
   18




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day-to-day
  6) Impact
    of bankruptcy proceedings against Qwest, Embarq or AT&T
    during the term of the respective commercial
    arrangements
        
    Any of them, or a trustee acting on their behalf, could seek to
    reject our agreements with them as executory
    contracts under U.S. bankruptcy law, thus allowing them to
    avoid their obligations under such contracts. Loss of
    substantial rights under these agreements could effectively
    require us to operate our business as an independent directory
    business, which could have a material adverse effect on us.
    Any of them, or a trustee acting on their behalf, could seek to
    sell certain of their assets, including the assets relating to
    their local telephone business, to third parties pursuant to the
    approval of the bankruptcy court. In such case, the purchaser of
    any such assets might be able to avoid, among other things, our
    rights under the respective directory service license and
    publishing agreements, trademark license agreements and
    non-competition agreements with our telecommunications partners.
    In the case of Qwest, we may have difficulties obtaining the
    funds collected by Qwest on our behalf pursuant to the billing
    and collection service agreements at the time such proceeding is
    instituted, 19




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although pursuant to such agreements, Qwest prepares settlement
    statements ten times per month for each state in the Dex Media
    States summarizing the amounts due to Dex Media East and Dex
    Media West and purchases Dex Media Easts and Dex Media
    Wests accounts receivable billed by it within
    approximately nine business days following such settlement date.
    Further, if Qwest continued to bill our customers pursuant to
    the billing and collection services agreement following any such
    bankruptcy filing, customers of Qwest may be less likely to pay
    on time, or at all, bills received, including the amount owed to
    us.    7) The
    inability to enforce any of our key agreements with Sprint,
    Embarq, AT&T or Qwest
      
    to the extent it is necessary to protect a legitimate business
    interest of the party seeking enforcement;
    if it does not unreasonably restrain the party against whom
    enforcement is sought; and
    if it is not contrary to the public interest.   20




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and/or
  8) Future
    changes in directory publishing obligations in Qwest and
    AT&T markets and other regulatory matters
           21




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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 and delivery,
    and IT services
           22




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11) Fluctuations
    in the price and availability of paper
      12) The
    sale of advertising to national accounts is coordinated by third
    parties that we do not control
      13) General
    economic factors
   23




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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.  14) Work
    stoppages among our sales force
    15) Turnover
    among our sales force or key management
  and/or
    16) The
    loss of important intellectual property rights
   24




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17) 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.
  18) Legal
    Proceedings
   ITEM 1B.  UNRESOLVED
    STAFF COMMENTS   25




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ITEM 2.
    PROPERTIES    ApproximateSquare




LeaseProperty Location

Footage


Purpose

ExpirationAurora,
    CO(1)


200,000


Sales and Operations

2008Englewood,
    CO(1)


161,000


Sales and Administration

2008Cary, NC


122,000


Corporate Headquarters

2008 - 2015Omaha,
    NE(1)


103,000


Sales and Operations

2010Chicago,
    IL(2)


100,000


Sales and Operations

2012Maple Grove,
    MN(1)


71,000


Sales and Operations

2007Morrisville,
    NC(2)


55,000


Pre-Press Publishing

2011Overland Park,
    KS(2)


52,000


Sales and Operations

2009Phoenix,
    AZ(1)


49,000


Sales and Operations

2007Beaverton,
    OR(1)


44,000


Sales and Operations

2016Bellevue,
    WA(1)


42,000


Sales and Operations

2008Bristol,
    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, to conduct its operations.(2)
    
    Represents facilities utilized by R.H. Donnelley Inc., our
    direct wholly-owned subsidiary, to conduct its operations.      ITEM 3.
    LEGAL
    PROCEEDINGS      Tax matters:
 26




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1997-1998.
  1997-1998.
  Amortization and Royalty Expense Deductions/Royalty
    Income  1997-1998
    
    certain amortization expense deductions related to a 1997
    partnership transaction and claimed by D&B on tax returns
    for 1997 and 1998 should be disallowed;
    deductions claimed on 1997 and 1998 tax returns for royalties
    paid to the partnership should be disallowed; and
    the entire amount of royalties so received by the partnership
    should be included in the royalty income of D&B, including
    the portions of the royalties that had been allocated to
    third-party partners in the partnership and thus included in
    their taxable incomes.     27




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ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   28




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES    2006


2005High


Low


High


Low1st Quarter

$
66.33


$
56.91


$
62.58


$
56.222nd Quarter

$
58.48


$
50.20


$
63.24


$
55.203rd Quarter

$
55.49


$
48.03


$
67.58


$
60.894th Quarter

$
64.28


$
51.49


$
64.28


$
59.27        29




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





Remaining Available forNumber of Securities


(b)


Future Issuance Underto Be Issued Upon


Weighted-average


Equity CompensationExercise of


Exercise Price of


Plans (excludingOutstanding Options,


Outstanding Options,


securities reflected inPlan category

Warrants and Rights


Warrants and Rights


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


1,434,043


$
64.23



3,847,2252001 Plan


2,890,357



34.35



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


405,562



18.29



1998 Directors Stock
    Plan(3)


14,150



17.28



1998 Partner Share Plan(4)


9,500



15.31



2001 Partner Share Plan(5)


16,023



26.45



Equity compensation plans acquired:Dex Media, Inc. Incentive Award
    Plans(6)


512,138



42.81



205,138Total


5,281,773


$
41.98



4,052,363     (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.(2)
    
    This reflects outstanding options under our 1991 Key
    Employees Stock Option Plan (1991 Plan). The
    1991 plan was originally a D&B plan that was carried over at
    the time of the spin-off from D&B. The 2001 Plan replaced
    the 1991 Plan and all shares available for grant under the 1991
    Plan became available for grant under the 2001 Plan upon its
    approval by stockholders; provided, however, all options then
    outstanding remained subject to the terms and conditions of the
    1991 Plan.(3)
    
    This reflects shares and options still outstanding under our
    1998 Directors Stock Plan (1998 Director
    Plan). The 2001 Plan replaced the 1998 Director Plan
    and all shares available for grant under the 1998 Director
    Plan became available for grant under the 2001 Plan upon its
    approval by stockholders; provided, however, all shares and
    options then outstanding remained subject to the terms and
    conditions of the 1998 Director Plan.(4)
    
    This reflects options still outstanding under our 1998 Partner
    Share Plan (1998 PS Plan), which was a broad-based
    plan covering lower level employees not eligible for grants
    under the 1991 Plan. The 1998 PS Plan authorized
    262,000 shares for grant at its inception and only
    9,500 shares remain outstanding. The 2001 Plan replaced the
    1998 PS Plan and all shares available for grant under the 1998
    PS Plan became available for grant under the 2001 Plan upon its
    approval by stockholders; provided, however, all options then
    outstanding remained subject to the terms and conditions of the
    1998 PS Plan.(5)
    
    This reflects options still outstanding under our 2001 Partner
    Share Plan (2001 PS Plan), which was a broad-based
    plan covering lower level employees whose grants were made prior
    to shareholder approval of the 2001 Plan. The 2001 PS Plan
    authorized 124,750 shares for grant at its inception and
    only 30




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16,023 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.(6)
    
    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. 31




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ITEM 6.
    SELECTED
    FINANCIAL DATA    Years Ended December 31,2006(1)


2005(2)


2004(2)(3)


2003(3)


2002(in thousands, except per share data)Statements of Operations
    DataNet revenue

$
1,895,921


$
956,631


$
603,116


$
256,445


$
75,406Partnership income










77,967



114,052



136,873Operating income


442,826



375,241



291,748



92,526



145,982Net (loss) income


(237,704
)


67,533



70,312



(49,953
)


67,177Preferred dividend


1,974



11,708



21,791



58,397



24,702Gain (loss) on repurchase of
    Preferred
    Stock(5)


31,195



(133,681
)










Accretion of Preferred Stock to
    redemption
value(5)






(211,020
)










(Loss) income available to common
    shareholders

$
(208,483
)

$
(288,876
)

$
48,521


$
(108,350
)

$
42,475(Loss) Earnings Per
    ShareBasic

$
(3.14
)

$
(9.10
)

$
1.19


$
(3.53
)

$
1.42Diluted

$
(3.14
)

$
(9.10
)

$
1.15


$
(3.53
)

$
1.40Shares Used in Computing
    (Loss) Earnings
Per ShareBasic


66,448



31,731



31,268



30,683



29,643Diluted


66,448



31,731



32,616



30,683



30,298Balance Sheet
    Data(4)Total assets

$
16,147,468


$
3,873,918


$
3,978,922


$
2,538,734


$
2,223,375Long-term debt, including current
    maturities


10,403,152



3,078,849



3,127,342



2,092,133



2,075,470Preferred
    Stock(5)






334,149



216,111



198,223



63,459Shareholders equity (deficit)


1,820,756



(291,415
)


17,985



(56,245
)


(30,600
)     (1)
    
    Financial data for the year ended December 31, 2006
    includes the results of the Dex Media Business commencing
    February 1, 2006. Net revenue, net loss and loss available
    to common shareholders reflect purchase accounting adjustments
    that precluded the recognition of revenue and certain expenses
    associated with directories published by the acquired Dex Media
    Business prior to 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.(2)
    
    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, net income and
    (loss) income available to common shareholders reflect purchase
    accounting adjustments that precluded the recognition of revenue
    and certain expenses associated with directories published by
    the acquired AT&T Directory Business prior to the
    acquisition. See Item 7 Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations for further discussion of these items.(3)
    
    Financial data includes the results of the Embarq Directory
    Business commencing January 3, 2003. For the years ended
    December 31, 2004 and 2003, net revenue, net income (loss)
    and income (loss) available to common shareholders reflect
    purchase accounting adjustments that precluded the recognition
    of revenue 32




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and certain expenses associated with directories published by
    the acquired Embarq Directory Business prior to the acquisition.
    See Item 7 Managements Discussion and Analysis
    of Financial Condition and Results of Operations for
    further discussion of these items.(4)
    
    In connection with the Dex Media Merger on January 31,
    2006, AT&T Directory Acquisition on September 1, 2004
    and the Embarq Acquisition on January 3, 2003, we incurred
    a significant amount of debt. We also issued Preferred Stock in
    November 2002 and January 2003 in connection with the Embarq
    Acquisition. Therefore, our cash and debt balances during these
    periods were higher than in prior periods.(5)
    
    On January 14, 2005, we repurchased 100,303 shares of
    our outstanding Preferred Stock from the GS Funds for
    $277.2 million in cash. In connection with the Preferred
    Stock repurchase, we recorded an increase to loss available to
    common shareholders on the consolidated statements 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 statements of operations of approximately
    $31.2 million for the year ended December 31, 2006. 33




---



##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Corporate
    Overview
  ready-to-buy
    ® ® ®
    Significant
    Business Developments
   34




---



##### Table of Contents



Forward-Looking
    Information
  Form 10-K Form 10-K.
 35




---



##### Table of Contents



Acquisitions
  Dex
    Media Merger
  EITF 95-19, Determination of the Measurement Date for the Market Price of
    Securities Issued in a Purchase Business Combination.
    ®
 36




---



##### Table of Contents



(In thousands)Calculation of Allocable
    Purchase PriceCash paid to Dex Media shareholders

$
1,861,111RHD value of shares issued to Dex
    Media shareholders


2,259,359Allocable transaction and other
    direct costs of the Merger


26,679Dex Media severance and related
    costs


17,575Dex Media vested equity awards


77,354Dex Media outstanding debt at fair
    value


5,509,269Total allocable purchase price

$
9,751,347Allocation of purchase
    price:Non-compete/directory services
    license agreements

$
7,320,000Customer relationships


1,080,000Trademarks and other


515,000Dex Media net tangible assets
    acquired


172,191Dex Media unbilled customers
    receivables, net as of January 31, 2006


443,025Estimated profit on acquired sales
    contracts


90,703Fair value adjustments:Eliminate pre-merger deferred
    revenue


113,965Eliminate pre-merger deferred
    directory costs


(205,058
)Eliminate pre-merger deferred
    financing costs


(106,774
)Eliminate Dex Media pre-merger
    deferred income taxes


(63,107
)Deferred income taxes relating to
    the Dex Media Merger


(2,122,738
)Fair value of net assets acquired


7,237,207Goodwill


2,514,140Total allocable purchase price

$
9,751,347  37




---



##### Table of Contents



AT&T
    Directory Acquisition
  50/50 Loan A-2,
      Embarq
    Acquisition
   38




---



##### Table of Contents



Local
    Launch Acquisition
       39




---



##### Table of Contents



Segment
    Reporting
    Critical
    Accounting Estimates
    Allowance
    for Doubtful Accounts and Sales Claims
    Pension
    Benefits
   40




---



##### Table of Contents



Intangible
    Assets and Goodwill Valuation and Amortization
    Accounting for the
    Impairment or Disposal of Long-Lived Assets Goodwill and Other Intangible Assets
     41




---



##### Table of Contents



Stock-Based
    Compensation
  Share-Based Payment
  December 31, 2006Expected volatility

28.2%Risk-free interest rate

4.4%Expected life

5 YearsForfeiture rate

5.0 %Dividend yield

0%       New
    Accounting Pronouncements
  The Fair
    Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
 42




---



##### Table of Contents



Fair Value Measurements
  Considering the Effects of Prior
    Year Misstatements When Quantifying Misstatements in Current
    Year Financial Statements
  Accounting for Uncertainty in Income Taxes: An Interpretation
    of FASB Statement No. 109 Accounting for Income
    Taxes.
   43




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Year
    Ended December 31, 2006 compared to Year Ended
    December 31, 2005
  Factors
    Affecting Comparability
  Acquisitions
    SFAS No. 123(R)
    GAAP Reported
    Results
  Net
    Revenue
    For the Years Ended December 31,2006


2005


$ Change(Amounts in millions)Gross directory advertising revenue

$
1,907.3


$
956.0


$
951.3Sales claims and allowances


(45.3
)


(10.4
)


(34.9
)Net directory advertising revenue


1,862.0



945.6



916.4Other revenue


33.9



11.0



22.9Total net revenue

$
1,895.9


$
956.6


$
939.3    44




---



##### Table of Contents



45




---



##### Table of Contents



Expenses
    For the Years Ended December 31,2006


2005


$ Change(Amounts in millions)Cost of revenue

$
987.1


$
436.1


$
551.0General and administrative expenses


142.4



60.2



82.2Depreciation and amortization
    expense


323.6



85.1



238.5Total

$
1,453.1


$
581.4


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

$
437.5Expenses related to the AT&T
    Directory Business excluded from the comparable 2005 period due
    to purchase accounting from the AT&T Directory Acquisition


15.1Increased cost uplift
    expense (defined below)


59.0Increased Internet production and
    distribution costs


16.1Stock-based compensation expense
    resulting from the adoption of SFAS No. 123(R)


15.5Increased selling costs


6.8All other


1.0Total 2006 increase in cost of
    revenue, compared to 2005

$
551.0      46




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##### Table of Contents



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

$
58.2Stock-based compensation expense
    resulting from the adoption of SFAS No. 123(R)


27.8All other G&A expenses


(3.8
)Total 2006 increase in G&A
    expenses, compared to 2005

$
82.2    47




---



##### Table of Contents



Depreciation
    and Amortization
    Operating
    Income
      For the Years Ended December 31,2006


2005


$ Change(Amounts in millions)Total

$
442.8


$
375.2


$
67.6             Interest
    Expense, Net
   48




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##### Table of Contents



(Benefit)
    Provision for Income Taxes
          Net
    (Loss) Income, Loss Available to Common Shareholders and Loss
    Per Share
     49




---



##### Table of Contents



No. 03-6, Participating Securities and the Two-Class Method under
    FASB Statement 128 03-6), 03-6 03-6
  03-6,
 50




---



##### Table of Contents



Earnings Per
    Share
  For the Years EndedDecember 31,2006


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

$
(208,483
)

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


100
%


100
%Loss allocable to common
    shareholders


(208,483
)


(288,876
)Weighted average common shares
    outstanding


66,448



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

$
(3.14
)

$
(9.10
)Diluted EPSLoss available to common
    shareholders

$
(208,483
)

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


100
%


100
%Loss allocable to common
    shareholders


(208,483
)


(288,876
)Weighted average common shares
    outstanding


66,448



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






Dilutive effect of Preferred Stock
    assuming conversion(2)






Weighted average diluted shares
    outstanding


66,448



31,731Diluted loss per share

$
(3.14
)

$
(9.10
)     (1)
    
    In computing EPS using the two-class method, we have not
    allocated the net loss reported for the years ended
    December 31, 2006 and 2005, respectively, between common
    and preferred shareholders since preferred shareholders had no
    contractual obligation to share in the net loss.(2)
    
    Due to the loss allocable to common shareholders reported for
    the years ended December 31, 2006 and 2005, respectively,
    the effect of all stock-based awards, warrants and the assumed
    conversion of the Preferred Stock were anti-dilutive and
    therefore are not included in the calculation of diluted EPS.
    For the years ended December 31, 2006 and 2005,
    2,263 shares and 60 shares, respectively, of
    stock-based awards had exercise prices that exceeded the average
    market price of the Companys common stock for the
    respective periods. For the years ended December 31, 2006
    and 2005, the assumed conversion of the Preferred Stock into
    391 shares and 5,132 shares, respectively, of common
    stock was anti-dilutive and therefore not included in the
    calculation of diluted EPS.  Adjusted
    Pro Forma and Combined Adjusted Amounts and Other
    Non-GAAP Measures
   51




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##### Table of Contents



Twelve Months Ended December 31, 2006Reported





AdjustedGAAP


Adjustments


Pro Forma(Amounts in millions)Net revenue

$
1,895.9


$
789.2
(1)

$
2,685.1Expenses, other than depreciation
    and amortization


1,129.5



108.8
(2)


1,238.3Depreciation and amortization


323.6



20.5
(3)


344.1Operating income

$
442.8


$
659.9


$
1,102.7   Twelve Months Ended December 31, 2005Reported





Dex Media


CombinedGAAP


Adjustments


GAAP


Adjusted(Amounts in millions)Net revenue

$
956.6


$
85.0
(4)

$
1,658.4
(6)

$
2,700.0Expenses, other than depreciation
    and amortization


496.3



(49.9
)(5)


757.2
(6)


1,203.6Depreciation and amortization


85.1







377.2
(6)


462.3Operating income

$
375.2


$
134.9


$
524.0


$
1,034.1     (1)
    
    Represents all deferred revenue for Dex Media directories that
    published prior to the Dex Media Merger, which would have been
    recognized during the period absent purchase accounting required
    under GAAP. Adjustments also include revenue for January 2006 as
    reported by Dex Media.(2)
    
    Represents (a) certain deferred expenses for Dex Media
    directories that published prior to the Dex Media Merger, which
    would have been recognized during the period absent purchase
    accounting required under GAAP, (b) expenses for January
    2006 as reported by Dex Media, (c) exclusion of transaction
    expenses reported by Dex Media in January 2006 directly related
    to the Dex Media Merger and (d) the exclusion of cost
    uplift recorded in purchase accounting for the AT&T
    Acquisition and the Dex Media Merger.(3)
    
    Represents the additional amortization expense related to the
    identifiable intangible assets acquired in the Dex Media Merger
    over their estimated useful lives, assuming the Dex Media Merger
    was consummated on January 1, 2006.(4)
    
    Represents all deferred revenue for directories that published
    prior to the AT&T Directory Acquisition, which would have
    been recognized during the period had it not been for purchase
    accounting required under GAAP.(5)
    
    Represents elimination of cost uplift for the AT&T
    Acquisition, net of certain deferred expenses for AT&T
    directories that published prior to the AT&T Directory
    Acquisition, which would have been recognized during the period
    had it not been for purchase accounting required under GAAP.(6)
    
    Represents net revenue, expenses and depreciation and
    amortization reported by Dex Media on a GAAP basis for the
    twelve months ended December 31, 2005. 52




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##### Table of Contents



2006
    Adjusted Pro Forma Revenue Compared to 2005 Combined Adjusted
    Revenue
    Twelve Months Ended December 31, 2006Reported


Dex Media Merger


AdjustedGAAP


Adjustments


Pro Forma(Amounts in millions)Gross directory advertising revenue

$
1,907.3


$
798.1
(1)

$
2,705.4Sales claims and allowances


(45.3
)


(23.0
)(1)


(68.3
)Net directory advertising revenue


1,862.0



775.1



2,637.1Other revenue


33.9



14.1
(2)


48.0Net revenue

$
1,895.9


$
789.2


$
2,685.1   Twelve Months Ended December 31, 2005AT&T DirectoryReported


Acquisition


Dex Media


CombinedGAAP


Adjustments


GAAP


Adjusted(Amounts in millions)Gross directory advertising revenue

$
956.0


$
85.5
(3)

$
1,609.5
(4)

$
2,651.0Sales claims and allowances


(10.4
)


(0.5
)(3)






(10.9
)Net directory advertising revenue


945.6



85.0



1,609.5



2,640.1Other revenue


11.0







48.9
(4)


59.9Net revenue

$
956.6


$
85.0


$
1,658.4


$
2,700.0     (1)
    
    Represents gross directory advertising revenue and sales claims
    and allowances for Dex Media directories that published prior to
    the Dex Media Merger, which would have been recognized during
    the period had it not been for purchase accounting required
    under GAAP. Adjustments also include results for January 2006 as
    reported by Dex Media.(2)
    
    Other revenue includes barter revenue, late fees paid on
    outstanding customer balances, commissions earned on sales
    contracts with respect to advertising placed into other
    publishers directories, sales of directories and certain
    other print and internet products.(3)
    
    Represents gross directory advertising revenue and sales claims
    and allowances for AT&T directories that published prior to
    the AT&T Directory Acquisition, which would have been
    recognized during the period had it not been for purchase
    accounting required under GAAP.(4)
    
    Represents 2005 reported results for Dex Media. Prior to the Dex
    Media Merger, Dex Media only reported directory advertising
    revenue net of sales claims and allowances.   53




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##### Table of Contents



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

$
43.3Increased Internet production and
    distribution costs


18.8Increased advertising costs


16.0Decreased general corporate
    expenses


(29.6
)Decreased other marketing costs


(10.8
)All other


(3.0
)Total increase in 2006 adjusted
    pro forma cost of revenue and G&A expenses compared to 2005
    combined adjusted cost of revenue and G&A expenses

$
34.7         2006
    Adjusted Pro Forma Operating Income Compared to 2005 Combined
    Adjusted Operating Income
   54




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##### Table of Contents



Year
    Ended December 31, 2005 compared to the Year Ended
    December 31, 2004
  Factors
    Affecting Comparability
  Acquisitions
      Relocation
    and Integration Charges
     55




---



##### Table of Contents



GAAP Reported
    Results
  Net
    Revenue
    For the Years Ended December 31,2005


2004


$ Change(Amounts in millions)Gross directory advertising revenue

$
956.0


$
589.5


$
366.5Sales allowances


(10.4
)


(6.5
)


(3.9
)Net directory advertising revenue


945.6


$
583.0



362.6Pre-press publishing and
    application service fees






13.0



(13.0
)Other revenue


11.0



7.1



3.9Total net revenue

$
956.6


$
603.1


$
353.5          56




---



##### Table of Contents



Expenses
    For the Years Ended December 31,2005


2004


$ Change(Amounts in millions)Cost of revenue

$
436.1


$
263.2


$
172.9General and administrative expenses


60.2



59.5



0.7Depreciation and amortization
    expense


85.1



66.6



18.5Total

$
581.4


$
389.3


$
192.1     Cost
    of Revenue
    Change(Amountsin millions)Expenses recorded in 2005
    resulting from the AT&T Directory Business

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


50.8Increased commission and sales
    costs


15.6Increased digital initiative costs


8.9Increased bad debt expense


8.6Cost uplift from the Embarq
    Acquisition recorded in 2004


(3.6
)All other


(2.4
)Total 2005 increase in cost of
    revenue, compared to 2004

$
172.9  57




---



##### Table of Contents



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

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


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


(10.4
)All other


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

$
0.7  58




---



##### Table of Contents



Depreciation
    and Amortization
    Partnership Income
    Operating
    Income
      For the Years EndedDecember 31,2005


2004


$ Change(Amounts in millions)Total

$
375.2


$
291.7


$
83.5    59




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##### Table of Contents



Interest
    Expense, Net
    Provision
    (Benefit) for Income Taxes
        Net
    Income, (Loss) Income Available to Common Shareholders and
    (Loss) Earnings Per Share
   60




---



##### Table of Contents



No. 03-6, Participating Securities and the Two-Class Method under
    FASB Statement 128 03-6), 03-6 03-6
 61




---



##### Table of Contents



03-6,
  For the Years EndedDecember 31,2005


2004(Amounts in thousands,except percentages andper share amounts)Basic EPS 
    Two-Class Method(Loss) income available to common
    shareholders

$
(288,876
)

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


100
%


77
%(Loss) income allocable to common
    shareholders


(288,876
)


37,361Weighted average common shares
    outstanding


31,731



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

$
(9.10
)

$
1.19Diluted EPS(Loss) income available to common
    shareholders

$
(288,876
)

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


100
%


77
%(Loss) income allocable to common
    shareholders


(288,876
)


37,361Weighted average common shares
    outstanding


31,731



31,268Dilutive effect of stock awards
    and warrants(2)






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






Weighted average diluted shares
    outstanding


31,731



32,616Diluted (loss) earnings per share

$
(9.10
)

$
1.15     (1)
    
    Amount allocable to common shareholders of 77% for the year
    ended December 31, 2004 was determined as follows: 31,268 /
    (31,268 + 9,483). In computing basic EPS using the
    Two-Class Method, we have not allocated the loss available
    to common shareholders for the year ended December 31, 2005
    between common and preferred shareholders since the preferred
    shareholders do not have a contractual obligation to share in
    the net loss.(2)
    
    60 stock options in 2005 and the assumed conversion of the
    Preferred Stock into 5,132 and 9,767 shares of common stock
    in 2005 and 2004, respectively, were anti-dilutive and therefore
    are not included in the calculation of diluted EPS.  Adjusted
    and Adjusted Pro Forma Amounts and Other
    Non-GAAP Measures
   62




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##### Table of Contents



Twelve Months Ended December 31, 2005Reported


AT&T Directory


EmbarqGAAP


Acquisition


Acquisition


Adjusted(Amounts in millions)Net revenue

$
956.6


$
85.0
(1)

$



$
1,041.6Expenses, other than depreciation
    and amortization


496.3



(49.9
)(2)






446.4Depreciation and amortization


85.1











85.1Operating income

$
375.2


$
134.9


$



$
510.1   Twelve Months Ended December 31, 2004Reported


AT&T Directory


Embarq


AdjustedGAAP


Acquisition


Acquisition


Pro Forma(Amount in millions)Net revenue

$
603.1


$
429.7
(1)

$
1.1
(5)

$
1,033.9Expenses, other than depreciation
    and amortization


322.8



98.0
(2)


(3.6
)(6)


417.2Depreciation and amortization


66.6



18.8
(3)






85.4Partnership income


78.0



(78.0
)(4)






Operating income

$
291.7


$
234.9


$
4.7


$
531.3     (1)
    
    Represents revenue for AT&T-branded directories that
    published prior to the AT&T Directory Acquisition, plus all
    September 2004 published directories, which would have been
    recognized during the period had it not been for purchase
    accounting required under GAAP.(2)
    
    Represents expenses for AT&T-branded directories that
    published prior to the AT&T Directory Acquisition, including
    September 2004 published directories, which would have been
    recognized during the period had it not been for purchase
    accounting required under GAAP. The pro forma adjustments also
    include (a) for 2004, DonTechs selling and
    operational expenses prior to September 1, 2004, which were
    eliminated in consolidation upon the AT&T Directory
    Acquisition, and (b) for 2004 and 2005, certain differences
    in the application of accounting policies and practices between
    RHD and the acquired entities. Additionally, as a result of
    purchase accounting, we recorded the deferred directory costs
    related to directories that were scheduled to publish subsequent
    to the AT&T Directory Acquisition at their fair value. The
    impact of such cost uplift has also been removed.(3)
    
    Represents the additional depreciation and amortization expense
    related to the tangible and identifiable intangible assets
    acquired in the AT&T Directory Acquisition over their
    estimated useful lives.(4)
    
    Represents the elimination of equity accounting used to account
    for RHDs 50% ownership in DonTech and the revenue
    participation income from AT&T recognized prior to the
    AT&T Directory Acquisition.(5)
    
    Represents revenue for Embarq-branded directories that published
    prior to the Embarq Acquisition including January 2003 published
    directories, which would have been recognized during the period
    had it not been for purchase accounting required under GAAP. 63




---



##### Table of Contents



(6)
    
    Represents expenses for Embarq-branded directories that
    published prior to the Embarq Acquisition, including January
    2003 published directories, which would have been recognized
    during the period had it not been for purchase accounting
    required under GAAP. Also includes the effect of differences in
    the application of accounting policies and practices between
    legacy Embarq and the Company. Additionally, as a result of
    purchase accounting, we recorded the deferred directory costs
    related to directories that were scheduled to publish subsequent
    to the Embarq Acquisition at their fair value. The impact of
    such cost uplift has also been removed.  2005
    Revenue and Adjusted Revenue Compared to 2004 Revenue and
    Adjusted Pro Forma Revenue
    2005
  Reported


AT&T Directory


EmbarqGAAP


Acquisition


Acquisition


AdjustedGross directory advertising revenue

$
956.0


$
85.5
(1)

$



$
1,041.5Sales claims and allowances


(10.4
)


(0.5
)(1)






(10.9
)Net directory advertising revenue


945.6



85.0







1,030.6Other revenue


11.0











11.0Net revenue

$
956.6


$
85.0


$



$
1,041.6   2004
  Reported


AT&T Directory


Embarq


AdjustedGAAP


Acquisition


Acquisition


Pro FormaGross directory advertising revenue

$
589.5


$
437.6
(1)

$
1.1
(4)

$
1,028.2Sales claims and allowances


(6.5
)


(1.1
)(1)






(7.6
)Net directory advertising revenue


583.0



436.5



1.1



1,020.6Pre-press publishing fees


13.0



(13.0
)(2)






Other revenue


7.1



6.2
(3)






13.3Net revenue

$
603.1


$
429.7


$
1.1


$
1,033.9     (1)
    
    Represents gross revenue and sales claims and allowances for
    AT&T-branded directories that published prior to the
    AT&T Directory Acquisition, including September 2004
    published directories, which would have been recognized during
    the period had it not been for purchase accounting required
    under GAAP.(2)
    
    Represents the elimination of pre-press publishing and related
    fees recognized prior to the AT&T Directory Acquisition,
    which were eliminated in consolidation upon the AT&T
    Directory Acquisition.(3)
    
    Represents other revenue associated with the AT&T Directory
    Business, primarily consisting of commissions earned on sales
    contracts published into other publishers directories and
    other yellow pages Internet-based advertising and other product
    revenue recognized as earned.(4)
    
    Represents gross revenue and sales claims and allowances for
    Embarq-branded directories that published prior to the Embarq
    Acquisition, including January 2003 published directories, which
    would have been recognized during the period had it not been for
    purchase accounting required under GAAP.   64




---



##### Table of Contents



2005
    Adjusted Expenses Compared to 2004 Adjusted Pro Forma Expenses
    and 2005 Adjusted Operating Income Compared to 2004 Adjusted Pro
    Forma Operating Income
    Change(Amounts inmillions)Increased commission and
    salesperson costs

$
9.9Increased marketing and
    advertising costs


9.3Increased digital initiative costs


8.9Increased costs to support the
    AT&T Directory Business


7.9Increased bad debt expense


5.9Corporate headquarters relocation
    and related severance costs incurred in 2004


(10.4
)All other


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

$
29.2        65




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
    2006


2005RHD6.875% Senior Notes due 2013

$
300,000


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


335,401



6.875%
    Series A-2
    Senior Discount Notes due 2013


606,472



8.875%
    Series A-3
    Senior Notes due 2016


1,210,000



R.H. Donnelley Inc.
    (RHDI)Credit Facility


1,946,535



2,170,9158.875% Senior Notes due 2010


7,934



7,93410.875% Senior Subordinated
    Notes due 2012


600,000



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


513,663



*9% Senior Discount Notes due
    2013


663,153



*Dex Media EastCredit Facility


656,571



*9.875% Senior Notes due 2009


476,677



*12.125% Senior Subordinated
    Notes due 2012


390,314



*Dex Media WestCredit Facility


1,450,917



*8.5% Senior Notes due 2010


403,260



*5.875% Senior Notes due 2011


8,786



*9.875% Senior Subordinated
    Notes due 2013


833,469



*Total RHD Consolidated


10,403,152



3,078,849Less current portion


382,631



100,234Long-term debt

$
10,020,521


$
2,978,615     *
    
    The debt balances acquired as a result of the Dex Media Merger
    were not obligations of RHD at December 31, 2005.  Credit
    Facilities
  RHDI
  Loan A-4, A-4, Loan A-4
 66




---



##### Table of Contents




    The higher of (i) a base rate as determined by the
    Administrative Agent, Deutsche Bank Trust Company Americas and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.25% margin on the RHDI
    Revolver and Term
    Loan A-4
    and a 0.50% margin on Term Loan D-1 and Term
    Loan D-2; or
    The LIBOR rate plus a 1.25% margin on the RHDI Revolver and Term
    Loan A-4
    and a 1.50% margin on Term Loan D-1 and Term Loan D-2.
    We may elect interest periods of 1, 2, 3 or 6 months
    (or 9 or 12 months if, at the time of the borrowing, all
    lenders agree to make such term available), for LIBOR borrowings.  Dex
    Media East
      
    The higher of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A. and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.25% margin on the Dex Media
    East Revolver and Term Loan A and a 0.50% margin on Term
    Loan B; or
    The LIBOR rate plus a 1.25% margin on the Dex Media East
    Revolver and Term Loan A and a 1.50% margin on Term
    Loan B. We may elect interest periods of 1, 2, 3,
    or 6 months (or 9 or 12 months if, at the time of the
    borrowing, all lenders agree to make such term available), for
    LIBOR borrowings.  Dex
    Media West
  tranche B-1 tranche B-2 tranche B-1, tranche B-2 tranche B-1 tranche B-1
 67




---



##### Table of Contents




    The higher of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A., and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.25% margin on the Dex Media
    West Revolver and Term Loan A and a 0.50% margin on Term
    Loan B-1 and Term Loan B-2; or
    The LIBOR rate plus a 1.25% margin on the Dex Media West
    Revolver and Term Loan A and a 1.50% margin on Term
    Loan B-1 and Term Loan B-2. We may elect interest
    periods of 1, 2, 3, or 6 months (or 9 or
    12 months if, at the time of the borrowing, all lenders
    agree to make such term available), for LIBOR borrowings.    Notes,
    Preferred Stock and Warrants
  RHD
    Series A-2 Series A-3 Series A-2 Series A-3 Series A-1
      RHDI
   68




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##### Table of Contents



Dex
    Media, Inc.
      Dex
    Media East
      Dex
    Media West
       69




---



##### Table of Contents



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

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


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


1,210,000Amended Dex Media West credit
    facility


444,193Short-term interest income on
    Series A-2
    Senior Discount Notes and
    Series A-3
    Senior Notes(1)


836Cash from balance sheet(2)


21,539Total sources

$
2,609,124Uses:Cash portion of the Dex Media
    Merger consideration

$
1,861,111GS Repurchase


336,123Refinance Dex Media West
    5.875% Senior Notes due November 2011


291,835Fees and expenses(3)


120,055Total uses

$
2,609,124     (1)
    
    Represents short-term interest income from the proceeds of the
    Series A-2
    Senior Discount Notes and
    Series A-3
    Senior Notes from January 27, 2006 (the issuance date of
    the notes) through January 31, 2006 (the closing of the Dex
    Media Merger).(2)
    
    After giving effect to (1) the Dex Media Merger and related
    financings and (2) the GS Repurchase and related
    financings, $21.5 million was paid from cash on hand.(3)
    
    Includes fees and expenses relating to (1) the Dex Media
    Merger and related financings and (2) the GS Repurchase and
    related financings.    Business Combinations
 70




---



##### Table of Contents



Initial Fair Value


UnamortizedBook Value at


Fair Value at


Adjustment at


Fair ValueJanuary 31,


January 31,


January 31,


Adjustment at2006


2006


2006


December 31, 2006Dex Media Credit Facilities

$
1,950.1


$
1,950.1


$



$
Dex Media, Inc. 8% Senior
    Notes


500.0



515.0



15.0



13.7Dex Media, Inc. 9% Senior
    Discount Notes


598.8



616.0



17.2



16.1Dex Media East 9.875% Senior
    Notes


450.0



484.3



34.3



27.0Dex Media East 12.125% Senior
    Subordinated Notes


341.3



395.9



54.6



49.0Dex Media West 8.5% Senior
    Notes


385.0



407.1



22.1



18.2Dex Media West 5.875% Senior
    Notes


300.0



300.1



0.1



0.1Dex Media West 9.875% Senior
    Subordinated Notes


761.8



840.8



79.0



71.8Total Consolidated Outstanding
    Debt at January  31, 2006

$
5,287.0


$
5,509.3


$
222.3


$
195.9        71




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##### Table of Contents




    $237.7 million in net loss.
    $392.2 million net source of cash from non-cash charges
    primarily consisting of $323.6 million of depreciation and
    amortization, $71.1 million in bad debt provision,
    $43.3 million of stock-based compensation expense and
    $39.4 million in other non-cash charges, which primarily
    consists of amortization related to fair value adjustments
    required by GAAP as a result of the Dex Media Merger, offset by
    a $85.2 million deferred tax benefit.
    $559.8 million net source of cash from a
    $635.7 million increase in deferred directory revenue,
    offset by an increase in accounts receivable of
    $75.9 million. The change in deferred revenue and accounts
    receivable are analyzed together given the fact that when a
    directory is published, the annual billable value of that
    directory is initially deferred and unbilled accounts receivable
    are established. Each month thereafter, typically one twelfth of
    the billing value is recognized as revenue and billed to
    customers. Additionally, under purchase accounting rules,
    deferred revenue was not recorded on directories that were
    published prior to the Dex Media Merger, however we retained all
    of the rights associated with the collection of amounts due
    under the advertising contracts executed prior to the Dex Media
    Merger.
    $23.0 million net use of cash from an increase in other
    assets, reflecting a $24.7 million increase in prepaid
    expenses and other current and non-current assets, primarily
    relating to changes in the fair value of the Companys
    interest rate swap agreements, offset by a decrease in deferred
    directory costs of $1.7 million, consisting of a decrease
    in deferred directory costs of $23.6 million offset by
    $21.9 million in amortization of deferred directory costs
    relating to directories that were scheduled to publish
    subsequent to the Dex Media Merger. Deferred directory costs
    represent cash payments for certain costs associated with the
    publication of directories. Since deferred directory costs are
    initially deferred when incurred, the cash payments are made
    prior to the expense being recognized.
    $63.0 million net source of cash from an increase in
    accounts payable and accrued liabilities, primarily reflecting a
    $69.3 million increase in accrued interest payable on
    outstanding debt and a $0.4 million increase in trade
    accounts payable, offset by a $6.7 million decrease in
    accrued liabilities, including accrued salaries and related
    bonuses.
    $14.0 million net source of cash from an increase in other
    non-current liabilities, including pension and postretirement
    long-term liabilities.    
    $78.5 million used to purchase fixed assets, primarily
    computer equipment, software and leasehold improvements.
    $1,901.5 million in cash payments primarily in connection
    with the Dex Media Merger, including merger fees net of cash
    received from Dex Media, as well as the Local Launch Acquisition.    
    $2,514.4 million in net borrowings, consisting of
    $2,142.5 million related to the
    Series A-2
    Senior Discount Notes and
    Series A-3
    Senior Notes, which were used to fund the cash portion of the
    Dex Media Merger, and
    Series A-1
    Senior Discount Notes, which were used to fund the GS
    Repurchase. Net borrowings also consist of $444.2 million
    of the Dex Media West
    tranche B-1
    term loan, $150.0 million of which was used to fund the
    cash portion of the Dex Media Merger and $294.2 million of
    which was used to fund the purchase of the 5.875% Dex Media West
    Senior Notes, 9.875% Dex Media West Senior Subordinated Notes
    and 9% Dex Media, Inc. Senior Discount Notes in conjunction with
    change of control offers. These borrowings were net of financing
    costs of $72.3 million. 72




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##### Table of Contents




    $1,738.0 million in principal payments on debt. Of this
    amount, $282.1 million represents scheduled principal
    payments, $295.0 million represents principal payments made
    on an accelerated basis, at our option, from available cash flow
    generated from operations, $291.9 million represents Dex
    Media senior notes tendered for repurchase by the Company and
    $869.0 million represents principal payments on the
    revolvers.
    $336.8 million used for the GS Repurchase and redemption of
    preferred stock purchase rights under our stockholder rights
    plan.
    $934.9 million in borrowings under the revolvers.
    $53.1 million used to repurchase all outstanding warrants
    from the GS Funds.
    $31.6 million in proceeds from the exercise of employee
    stock options.
    $7.2 million in the increased balance of checks not yet
    presented for payment.    
    $67.5 million in net income.
    $202.4 million of net non-cash charges reflecting a source
    of cash, primarily consisting of $85.1 million of
    depreciation and amortization, $30.0 million in bad debt
    provision, $32.7 million loss on extinguishment of debt,
    $43.2 million in deferred taxes, $5.7 million of
    stock-based compensation expense and $5.7 million in other
    non-cash charges.
    $50.2 million net source of cash from an $82.0 million
    increase in deferred directory revenue offset by an increase in
    accounts receivable of $31.8 million. We analyze the change
    in deferred revenue and accounts receivable together because
    when a directory is published, the annual billing value of that
    directory is initially deferred and unbilled accounts receivable
    are established. Each month thereafter, typically one-twelfth of
    the billing value is recognized as revenue and billed to
    customers.
    $52.5 million net source of cash from a decrease in other
    assets, reflecting a net decrease in deferred directory costs of
    $48.8 million, consisting of an increase in deferred
    directory costs of $16.2 million offset by
    $65.0 million in amortization of deferred directory costs
    relating to directories that were scheduled to publish
    subsequent to the AT&T Directory Acquisition, and a
    $3.7 million decrease in other current and non-current
    assets. Deferred directory costs represent cash payments for
    certain costs associated with the publication of directories.
    Since deferred directory costs are initially deferred when
    incurred, the cash payments are made prior to the expense being
    recognized.
    $19.5 million net source of cash from an increase in
    accounts payable and accrued liabilities, primarily reflecting a
    $10.6 million increase in accrued interest payable on
    outstanding debt, a $9.2 million increase in accounts
    payable and an increase in other non-current liabilities of
    $3.2 million, offset by a $3.5 million decrease in
    other accrued liabilities.    
    $31.6 million used to purchase fixed assets, primarily
    computer equipment and software.
    $6.5 million in cash payments for fees associated with the
    Dex Media Merger.    
    $877.6 million in net borrowings, consisting of
    $300 million of the 6.875% Holdco Notes used to finance the
    January 2005 repurchase of 100,303 shares of the
    outstanding Preferred Stock, $350 million under the Credit
    Facilitys Term Loan D-1 used to fund the tender offer
    and exit solicitation of the 8.875% Senior Notes and
    $268.0 million in borrowings under the Revolver associated
    with our Credit Facility, net of transaction costs and call
    premium payments of $40.4 million. 73




---



##### Table of Contents




    $649.4 million in principal payments on debt borrowed under
    the Credit Facility. Of this amount, $115.2 million
    represents scheduled principal payments, $230.0 million
    represents principal payments made on an accelerated basis, at
    our option, from excess cash flow generated from operations, and
    $304.2 million represents principal payments on the
    Revolver.
    $317.1 million to fund the tender offer and exit
    solicitation of the 8.875% Senior Notes.
    $277.2 million used to repurchase 100,303 shares of
    the outstanding Preferred Stock in January 2005.
    $7.4 million in proceeds from the exercise of employee
    stock options.
    $1.7 million in the increased value of checks not yet
    presented for payment.  Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Payment Due by PeriodLess Than


1-3


3-5


After 5Contractual Obligations

Total


1 Year


Years


Years


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

$
10,207.2


$
382.6


$
2,160.1


$
2,362.6


$
5,301.9Interest on Long-Term
    Debt(2)


4,574.6



830.7



1,540.1



1,120.0



1,083.8Operating
    Leases(3)


126.0



24.5



42.1



25.2



34.2Unconditional Purchase
    Obligations(4)


116.7



62.1



53.8



0.8



Other Long-Term
    Liabilities(5)


348.6



33.9



61.1



68.2



185.4Total Contractual Obligations

$
15,373.1


$
1,333.8


$
3,857.2


$
3,576.8


$
6,605.3     (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, 2006 will be paid
    in accordance with its contractual maturity and assumes interest
    rates on variable interest debt as of December 31, 2006
    will remain unchanged in future periods. The weighted average
    interest rates under the RHDI, Dex Media East and Dex Media West
    Credit Facilities were 6.86%, 6.85% and 6.83%, respectively, at
    December 31, 2006. 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 $88.6 million
    over the years 2007 through 2010. In connection with the
    AT&T Directory Acquisition, we entered into an Internet
    Yellow Pages reseller agreement whereby we are obligated to pay
    to AT&T $15.4 million over the
    5-year 74




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##### Table of Contents



term of the agreement. In conjunction with the Dex Media Merger,
    we are obligated to pay Qwest approximately $17.2 million
    over the years 2007 through 2009 for certain information
    technology, communications and billing and collection services.(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. No
    contributions were required in the three-year period ended
    December 31, 2006. Based on past performance and the
    uncertainty of the dollar amounts to be paid, if any, we have
    excluded such amounts from the above table. We also have
    unfunded postretirement plans that provide certain healthcare
    and life insurance benefits to those full-time employees who
    reach retirement age while working for the Company. Those
    expected future benefit payments, including administrative
    expenses, net of employee contributions, are included in the
    table above. We expect to make contributions of approximately
    $16.9 million and $5.5 million to our pension plans
    and postretirement plans, respectively, in 2007.  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Interest
    Rate Risk and Risk Management
    Effective Dates

Notional Amount


Pay Rates

Maturity Dates(Amountsin millions)April 1, 2003

$
255
(3)

2.850%

March 31, 2007May 8, 2003


125
(2)(7)

3.638% - 4.085%

November 8, 2007 - May 8, 2008September 7, 2004


200
(3)

3.490% - 3.750%

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


250
(4)

3.200% - 3.910%

September 15, 2007 - September 15,
    2009September 17, 2004


150
(3)

3.210% - 3.740%

September 17, 2007 - September 17,
    2009September 23, 2004


150
(3)

3.160% - 3.438%

September 24, 2007 - September 23,
    2008December 20, 2005


300
(6)

4.74% - 4.752%

December 20, 2007 - December 22,
    2008February 14, 2006


350
(4)

4.925% - 4.9435%

February 14, 2008 - February 17,
    2009February 28, 2006


50
(1)

4.93275%

February 28, 2008March 10, 2006


150
(2)

5.010%

March 10, 2008May 25, 2006


300
(3)

5.326%

May 26, 2009May 26, 2006


200
(2)

5.2725% -5.275%

May 26, 2009May 31, 2006


100
(2)

5.295% - 5.312%

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


400
(5)

5.27% - 5.295%

June 12, 2008 - June 12, 2009Total

$
2,980     (1)
    
    Consists of one swap.(2)
    
    Consists of two swaps.(3)
    
    Consists of three swaps. 75




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##### Table of Contents



(4)
    
    Consists of four swaps.(5)
    
    Consists of five swaps.(6)
    
    Consists of six swaps.(7)
    
    Denotes swaps entered into by Dex Media East and acquired by RHD
    as a result of the Dex Media Merger. Swaps have not been
    designated as cash flow hedges.          Market
    Risk Sensitive Instruments
  Accounting for Derivative Instruments and Hedging Activities , Accounting for Certain Derivative
    Instruments and Certain Hedging Activities, an Amendment of
    FAS 133 Amendment of
    Statement 133 on Derivative Instruments and Hedging
    Activities
   76




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##### Table of Contents



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


F-2Reports of
    Independent Registered Public Accounting Firms


F-3Consolidated
    Balance Sheets at December 31, 2006 and 2005


F-6Consolidated
    Statements of Operations and Comprehensive (Loss) Income for the
    three years ended December 31, 2006


F-7Consolidated
    Statements of Cash Flows for the three years ended
    December 31, 2006


F-8Consolidated
    Statements of Changes in Shareholders Equity (Deficit) for
    the three years ended December 31, 2006


F-9Notes to
    Consolidated Financial Statements


F-10  F-1




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##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
       
    F-5




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated
    Balance Sheets
  December 31,2006


2005(In thousands, except share and per share data)ASSETSCurrent AssetsCash and cash equivalents

$
156,249


$
7,793Accounts receivableBilled


248,334



116,576Unbilled


842,869



362,343Allowance for doubtful accounts
    and sales claims


(42,952
)


(27,328
)Net accounts receivable


1,048,251



451,591Deferred directory costs


211,822



67,686Prepaid and other current assets


115,903



47,414Total current assets


1,532,225



574,484Fixed assets and computer
    software, net


159,362



55,687Other non-current assets


141,619



91,533Intangible assets, net


11,477,996



2,833,200Goodwill


2,836,266



319,014Total Assets

$
16,147,468


$
3,873,918LIABILITIES, REDEEMABLE
    CONVERTIBLE PREFERRED STOCK AND
    SHAREHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts payable and accrued
    liabilities

$
169,490


$
68,912Accrued interest


179,419



20,649Deferred directory revenue


1,197,796



457,721Short-term deferred income taxes,
    net


79,882



91,183Current portion of long-term debt


382,631



100,234Total current liabilities


2,009,218



738,699Long-term debt


10,020,521



2,978,615Deferred income taxes, net


2,099,102



59,565Other non-current liabilities


197,871



54,305Total liabilities


14,326,712



3,831,184Commitments and contingenciesRedeemable convertible preferred
    stock (liquidation preference of $334,149 at December 31,
    2005)






334,149Shareholders Equity
    (Deficit)Common stock, par value
    $1 per share, authorized 
    400,000,000 shares; issued 
    88,169,275 shares at December 31, 2006 and
    51,621,894 shares at December 31, 2005


88,169



51,622Additional paid-in capital


2,341,009



Warrants outstanding






13,758Accumulated deficit


(437,496
)


(197,122
)Treasury stock, at cost,
    17,704,558 shares at December 31, 2006 and
    19,733,161 shares at December 31, 2005


(161,470
)


(163,485
)Accumulated other comprehensive
    (loss) income


(9,456
)


3,812Total shareholders equity
    (deficit)


1,820,756



(291,415
)Total Liabilities, Redeemable
    Convertible Preferred Stock and Shareholders Equity
    (Deficit)

$
16,147,468


$
3,873,918    F-6




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated
    Statements of Operations and Comprehensive (Loss)
    Income
  Years Ended December 31,2006


2005


2004(In thousands, except per share data)Net revenue

$
1,895,921


$
956,631


$
603,116ExpensesCost of revenue (exclusive of
    depreciation and amortization shown separately below)


987,056



436,016



263,150General and administrative expenses


142,418



60,228



59,537Depreciation and amortization


323,621



85,146



66,648Total expenses


1,453,095



581,390



389,335Partnership income










77,967Operating income


442,826



375,241



291,748Interest expense, net


(765,055
)


(264,532
)


(175,530
)(Loss) income before income taxes


(322,229
)


110,709



116,218(Benefit) provision for income
    taxes


(84,525
)


43,176



45,906Net (loss) income


(237,704
)


67,533



70,312Preferred dividend


1,974



11,708



21,791(Gain) loss on repurchase of
    redeemable convertible preferred stock


(31,195
)


133,681



Accretion of redeemable
    convertible preferred stock to redemption value






211,020



(Loss) income available to common
    shareholders

$
(208,483
)

$
(288,876
)

$
48,521(Loss) earnings per shareBasic

$
(3.14
)

$
(9.10
)

$
1.19Diluted

$
(3.14
)

$
(9.10
)

$
1.15Shares used in computing (loss)
    earnings per shareBasic


66,448



31,731



31,268Diluted


66,448



31,731



32,616Comprehensive (Loss) IncomeNet (loss) income

$
(237,704
)

$
67,533


$
70,312Unrealized (loss) gain on interest
    rate swaps, net of tax (benefit) provision of $(5,460), $8,126
    and $3,770 for the years ended December 31, 2006, 2005 and
    2004, respectively


(9,449
)


12,710



5,774Minimum pension liability
    adjustment, net of tax provision (benefit) of $2,863, $(9,049)
    and $  for the years ended December 31, 2006,
    2005 and 2004, respectively


4,792



(14,148
)


(515
)Comprehensive (loss) income

$
(242,361
)

$
66,095


$
75,571    F-7




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  Consolidated
    Statements of Cash Flows
  Years Ended December 31,2006


2005


2004(In thousands)Cash Flows from Operating
    ActivitiesNet (loss) income

$
(237,704
)

$
67,533


$
70,312Reconciliation of net (loss)
    income to net cash provided by operating activities:Depreciation and amortization


323,621



85,146



66,648Deferred income tax (benefit)
    provision


(85,152
)


43,176



71,461Loss on disposal of assets


34







85Provision for bad debts


71,066



30,004



14,927Stock-based compensation expense


43,283



5,689



2,742Loss on extinguishment of debt






32,725



Other non-cash charges


39,385



5,712



14,091Cash in excess of partnership
    income










1,426Changes in assets and liabilities,
    net of effects from acquisitions:(Increase) in accounts receivable


(75,914
)


(31,881
)


(51,858
)(Increase) decrease in other assets


(22,997
)


52,469



(49,897
)Increase in accounts payable and
    accrued liabilities


63,008



101,908



28,219Increase in deferred directory
    revenue


635,690



82,016



164,899Increase (decrease) in other
    non-current liabilities


13,989



(82,445
)


73,248Net cash provided by operating
    activities


768,309



392,052



406,303Cash Flows from Investing
    ActivitiesAdditions to fixed assets and
    computer software


(78,543
)


(31,605
)


(18,013
)Acquisitions, net of cash received


(1,901,466
)


(6,450
)


(1,413,620
)Net cash used in investing
    activities


(1,980,009
)


(38,055
)


(1,431,633
)Cash Flows from Financing
    ActivitiesProceeds from the issuance of
    debt, net of costs


2,079,005



293,439



1,318,947Repurchase of redeemable
    convertible preferred stock and redemption of preferred stock
    purchase rights


(336,819
)


(277,197
)


Debt repayments


(436
)


(317,066
)


(21,245
)Increase (decrease) in checks not
    yet presented for payment


7,165



1,760



(917
)Additional borrowings under the
    Credit Facilities


435,376



341,417



Credit Facilities repayments and
    note repurchases


(868,572
)


(345,227
)


(317,079
)Call premium






(25,268
)


Revolver borrowings


934,900



268,000



145,500Revolver repayments


(869,000
)


(304,200
)


(104,300
)Proceeds from employee stock
    option exercises


31,665



7,383



7,457Repurchase of warrants


(53,128
)






Net cash provided by (used in)
    financing activities


1,360,156



(356,959
)


1,028,363Increase (decrease) in cash and
    cash equivalents


148,456



(2,962
)


3,033Cash and cash equivalents,
    beginning of year


7,793



10,755



7,722Cash and cash equivalents, end of
    year

$
156,249


$
7,793


$
10,755Supplemental
    InformationCash interest paid

$
663,683


$
231,930


$
160,730Income tax payments (refunds)
    received, net


1,015



(851
)


(71,066
)    F-8




---



##### Table of Contents



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





Accumulated


TotalAdditional





Unamortized


Deficit)





Other


ShareholdersCommon


Paid-in


Warrants


Restricted


Retained


Treasury


Comprehensive


EquityStock


Capital


Outstanding


Stock


Earnings


Stock


(Loss) Income


(Deficit)(In thousands)Balance, December 31, 2003

$
51,622


$
92,610


$
13,758


$
(531
)

$
(49,954
)

$
(163,741
)

$
(9
)

$
(56,245
)Net income


















70,312











70,312Preferred stock dividend






(5,288
)










(16,503
)










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






12,048















523







12,571Restricted stock issued






(8
)














8







Stock issued for employee bonus
    plans






1,627















(393
)






1,234Compensatory stock awards






2,346























2,346Restricted stock amortization














396















396Beneficial conversion feature from
    issuance of preferred stock






3,903























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


























5,774



5,774Minimum pension liability
    adjustment, net of tax


























(515
)


(515
)Balance, December 31, 2004


51,622



107,238



13,758



(135
)


3,855



(163,603
)


5,250



17,985Net income


















67,533











67,533Loss on repurchase of preferred
    stock






(72,147
)










(61,534
)










(133,681
)Beneficial conversion feature from
    repurchase of preferred stock






(35,091
)






















(35,091
)Accretion of preferred stock to
    redemption value






(6,536
)










(204,484
)










(211,020
)Beneficial conversion feature from
    accretion of preferred stock to redemption value






(5,385
)






















(5,385
)Preferred stock dividend






(8,159
)










(3,549
)










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






12,000















335







12,335Restricted stock issued






(15
)














15







Stock issued for employee bonus
    plans






1,979















(265
)






1,714Compensatory stock awards






5,157















33







5,190Restricted stock amortization






364







135















499Beneficial conversion feature from
    issuance of preferred stock






595











1,057











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


























12,710



12,710Minimum pension liability
    adjustment, net of tax


























(14,148
)


(14,148
)Balance, December 31, 2005


51,622







13,758







(197,122
)


(163,485
)


3,812



(291,415
)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,
    including tax benefit






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
)

$
1,820,756    F-9




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Tabular amounts in thousands, except per share data and
    percentages)
  1.
    Business
    and Presentation        Significant
    Business Developments
       F-10




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation.
  Revenue Recognition. directory-by-directory
  No. 99-17, Accounting for Advertising Barter Transactions.
  No. 00-21, Revenue Arrangements with Multiple Deliverables.
  Deferred Directory Costs.
 F-11




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Equity Method Accounting. day-to-day
    Cash and Cash Equivalents.
  Accounts Receivable. directory-by-directory
  Fixed Assets and Computer Software.
 F-12




---



##### Table of Contents



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


2005Computer software

$
140,100


$
42,680Computer equipment


31,491



19,837Machinery and equipment


6,182



5,926Furniture and fixtures


12,386



13,122Leasehold improvements


15,081



9,676Buildings


1,735



1,424Construction in
    Process  Computer software and equipment


33,396



22,049Total cost


240,371



114,714Less accumulated depreciation and
    amortization


(81,009
)


(59,027
)Net fixed assets and computer
    software

$
159,362


$
55,687     2006


2005


2004Depreciation of fixed assets

$
15,928


$
4,887


$
4,608Amortization of computer software


30,188



8,129



4,703Total depreciation and
    amortization on fixed assets and computer software

$
46,116


$
13,016


$
9,311   Identifiable Intangible Assets and
    Goodwill.
  Directory


Local


NationalServices


Customer


CMR


Trade


Advertising


Technology &Agreements


Relationships


Relationships


Names


Commitment


Other


TotalInitial fair value:Qwest

$
7,320,000


$
875,000


$
205,000


$
490,000


$
25,000


$



$
8,915,000AT&T


952,500



90,000



55,000















1,097,500Embarq


1,625,000



200,000



60,000



30,000











1,915,000Local Launch






1,400







800







5,100



7,300Total


9,897,500



1,166,400



320,000



520,800



25,000



5,100



11,934,800Accumulated amortization


(335,261
)


(58,908
)


(22,264
)


(38,019
)


(1,910
)


(442
)


(456,804
)Net intangible assets

$
9,562,239


$
1,107,492


$
297,736


$
482,781


$
23,090


$
4,658


$
11,477,996  F-13




---



##### Table of Contents



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


Local


NationalServices


Customer


CMR


TradeAgreements


Relationships


Relationships


Names


TotalInitial fair value:AT&T

$
952,500


$
90,000


$
55,000


$



$
1,097,500Embarq


1,625,000



200,000



60,000



30,000



1,915,000Total


2,577,500



290,000



115,000



30,000



3,012,500Accumulated amortization


(123,500
)


(40,000
)


(9,800
)


(6,000
)


(179,300
)Net intangible assets

$
2,454,000


$
250,000


$
105,200


$
24,000


$
2,833,200     ®
   F-14




---



##### Table of Contents



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




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Goodwill and Other
    Intangible Assets
  Interest Expense and Deferred Financing
    Costs.
  Advertising Expense.
  Concentration of Credit Risk. 12-month
 F-16




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Derivative Financial Instruments and Hedging
    Activities. Accounting for
    Derivative Instruments and Hedging Activities Accounting for Certain Derivative
    Instruments and Certain Hedging Activities, an Amendment of
    FAS 133 Amendment of
    Statement 133 on Derivative Instruments and Hedging
    Activities.
   F-17




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Pension and Postretirement Benefits.
  Employees Accounting for Defined Benefit Pension and
    Other Postretirement Plans, an amendment of FASB
    Statements No. 87, 88, 106, and 132(R)
 F-18




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Income Taxes. Accounting for Income Taxes
  (Loss) Earnings Per Share. No. 03-6, Participating Securities and the Two 
    Class Method under FASB Statement 128 03-6), 03-6 03-6
  03-6,
  Earnings Per
    Share
  For the Years EndedDecember 31,2006


2005


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

$
(208,483
)

$
(288,876
)

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


100
%


100
%


77
%(Loss) income allocable to common
    shareholders


(208,483
)


(288,876
)


37,361Weighted average common shares
    outstanding


66,448



31,731



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

$
(3.14
)

$
(9.10
)

$
1.19   F-19




---



##### Table of Contents



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


2005


2004Diluted EPS(Loss) income available to common
    shareholders

$
(208,483
)

$
(288,876
)

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


100
%


100
%


77
%(Loss) income allocable to common
    shareholders


(208,483
)


(288,876
)


37,361Weighted average common shares
    outstanding


66,448



31,731



31,268Dilutive effect of stock awards
    and warrants(2)










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










Weighted average diluted shares
    outstanding


66,448



31,731



32,616Diluted (loss) earnings per share

$
(3.14
)

$
(9.10
)

$
1.15     (1)
    
    In computing EPS using the two-class method, we have not
    allocated the net loss reported for the years ended
    December 31, 2006 and 2005, respectively, between common
    and preferred shareholders since preferred shareholders had no
    contractual obligation to share in the net loss. Amount
    allocable to common shareholders of 77% for the year ended
    December 31, 2004 was determined as follows: 31,268/
    (31,268 + 9,483).(2)
    
    Due to the loss allocable to common shareholders reported for
    the years ended December 31, 2006 and 2005, respectively,
    the effect of all stock-based awards, warrants and the assumed
    conversion of the Preferred Stock were anti-dilutive and
    therefore are not included in the calculation of diluted EPS.
    For the years ended December 31, 2006 and 2005,
    2,263 shares and 60 shares, respectively, of
    stock-based awards had exercise prices that exceeded the average
    market price of the Companys common stock for the
    respective periods. No stock-based awards had exercise prices
    that exceeded the average market price of the Companys
    common stock for the year ended December 31, 2004. For the
    years ended December 31, 2006, 2005 and 2004, the assumed
    conversion of the Preferred Stock into 391 shares,
    5,132 shares and 9,767 shares, respectively, of common
    stock was anti-dilutive and therefore not included in the
    calculation of diluted EPS.  Stock-Based
    Awards
     F-20




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Share-Based Payment
  Accounting for Stock Issued to Employees Form 10-K
    Year Ended December 31, 2006As Reported


Per APB No. 25Total stock-based compensation
    expense

$
43,283


$
11,682Net loss


(237,704
)


(214,392
)Loss available to common
    shareholders


(208,483
)


(185,171
)Loss per share:Basic

$
(3.14
)

$
(2.79
)Diluted

$
(3.14
)

$
(2.79
)  F-21




---



##### Table of Contents



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


2004Net income, as reported

$
67,533


$
70,312Add:  Stock-based
    compensation expense included in reported net income, net of
    related tax effects


3,162



1,403Less: Stock-based
    compensation expense that would have been included in the
    determination of net income if the fair value method had been
    applied to all awards, net of related tax effects


(7,791
)


(4,579
)Pro forma net income


62,904



67,136Loss on repurchase of preferred
    stock


(133,681
)


Accretion of preferred stock to
    redemption value


(211,020
)


Preferred dividend


(11,708
)


(21,791
)Pro forma (loss) income available
    to common shareholders

$
(293,505
)

$
45,345Basic (loss) earnings per shareAs reported

$
(9.10
)

$
1.19Pro forma

$
(9.25
)

$
1.12Diluted (loss) earnings per shareAs reported

$
(9.10
)

$
1.15Pro forma

$
(9.25
)

$
1.07     For the Years EndedDecember 31,2005

2004Dividend yield

0%

0%Expected volatility

29%

30%Risk-free interest rate

3.9%

3.5%Expected holding period

5 years

3 years  F-22




---



##### Table of Contents



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


Price Per ShareAwards outstanding,
    December 31, 2003


3,344,412


$
23.78Granted


1,279,357



41.55Exercised


(374,152
)


19.60Canceled or expired


(214,732
)


28.54Awards outstanding,
    December 31, 2004


4,034,885



29.57Granted


384,093



59.54Exercised


(334,718
)


22.06Canceled or expired


(82,016
)


46.99Awards outstanding,
    December 31, 2005


4,002,244


$
32.69Available for future grants at
    December 31, 2005


5,301,277     Stock Awards Outstanding


Stock Awards ExercisableWeighted Average








Weighted AverageRange of




Remaining


Weighted Average





Exercise/Exercise/Grant




Contractual Life


Exercise/Grant





Grant Price PerPrices

Shares


(In Years)


Price Per Share


Shares


Share$11.10 - $14.75


34,109



1.76


$
14.02



34,109


$
14.02$15.22 - $19.41


401,804



3.09



15.74



401,804



15.74$24.75 - $29.59


1,795,290



4.47



25.97



1,398,971



25.96$30.11 - $39.21


236,075



4.14



30.80



79,719



31.01$41.10 - $43.85


1,142,486



5.40



41.32



210,772



41.12$46.06 - $53.74


36,600



5.28



47.90



7,066



47.24$56.72 - $64.95


355,880



6.20



59.54



225



59.004,002,244



4.72


$
32.69



2,132,666


$
25.60     Estimates.
  New Accounting Pronouncements. The Fair Value
    Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
 F-23




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements
  Considering the Effects of Prior
    Year Misstatements When Quantifying Misstatements in Current
    Year Financial Statements
  Accounting for Uncertainty in Income Taxes: An Interpretation
    of FASB Statement No. 109
    3.
    Acquisitions  EITF 95-19, Determination of the Measurement Date for the Market Price of
    Securities Issued in a Purchase Business
    Combination.
 F-24




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Loan A-2,
     F-25




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business Combinations
      Current assets

$
792,988Non-current assets


80,320Intangible assets


8,915,000Goodwill


2,514,140Total assets acquired


12,302,448Current liabilities


(304,542
)Non-current liabilities


(7,755,828
)Total liabilities assumed


(8,060,370
)Net assets acquired

$
4,242,078  F-26




---



##### Table of Contents



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


2005


2004Net revenue

$
2,035,816


$
2,615,047


$
904,579Operating income


470,353



1,029,102



409,970Net (loss) income


(275,943
)


99,816



119,919(Loss) income available to common
    shareholders


(275,943
)


99,816



98,128Diluted (loss) earnings per share

$
(3.97
)

$
1.46


$
2.32   4.
    Restructuring
    and Impairment Charges    2003


2005


2006Restructuring


Restructuring


RestructuringActions


Actions


Actions


TotalBalance at December 31, 2003

$
8,499


$



$



$
8,499Additions to reserve charged to
    earnings


2,657











2,657Payments


(7,695
)










(7,695
)Balance at December 31, 2004


3,461











3,461Additions to reserve charged to
    goodwill






8,828







8,828Payments


(1,884
)


(2,356
)






(4,240
)Balance at December 31, 2005


1,577



6,472







8,049Additions 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


$
10,529    F-27




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     sub-lease
  sub-lease
   F-28




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Long-Term
    Debt, Credit Facilities and Notes    2006


2005RHD6.875% Senior Notes due 2013

$
300,000


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


335,401



6.875%
    Series A-2
    Senior Discount Notes due 2013


606,472



8.875%
    Series A-3
    Senior Notes due 2016


1,210,000



R.H. Donnelley Inc.
    (RHDI)Credit Facility


1,946,535



2,170,9158.875% Senior Notes due 2010


7,934



7,93410.875% Senior Subordinated
    Notes due 2012


600,000



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


513,663




*9% Senior Discount Notes due
    2013


663,153




*Dex Media EastCredit Facility


656,571




*9.875% Senior Notes due 2009


476,677




*12.125% Senior Subordinated
    Notes due 2012


390,314




*Dex Media WestCredit Facility


1,450,917




*8.5% Senior Notes due 2010


403,260




*5.875% Senior Notes due 2011


8,786




*9.875% Senior Subordinated
    Notes due 2013


833,469




*Total RHD Consolidated


10,403,152



3,078,849Less current portion


382,631



100,234Long-term debt

$
10,020,521


$
2,978,615     *
    
    The debt balances acquired as a result of the Dex Media Merger
    were not obligations of RHD at December 31, 2005.  Credit
    Facilities
  RHDI
  Loan A-4, A-4,
 F-29




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Loan A-4
    
    The higher of (i) a base rate as determined by the
    Administrative Agent, Deutsche Bank Trust Company Americas and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.25% margin on the RHDI
    Revolver and Term
    Loan A-4
    and a 0.50% margin on Term Loan D-1 and Term
    Loan D-2; or
    The LIBOR rate plus a 1.25% margin on the RHDI Revolver and Term
    Loan A-4
    and a 1.50% margin on Term Loan D-1 and Term Loan D-2.
    We may elect interest periods of 1, 2, 3 or 6 months
    (or 9 or 12 months if, at the time of the borrowing, all
    lenders agree to make such term available), for LIBOR borrowings.  Dex Media
    East
      
    The higher of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A. and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.25% margin on the Dex Media
    East Revolver and Term Loan A and a 0.50% margin on Term
    Loan B; or
    The LIBOR rate plus a 1.25% margin on the Dex Media East
    Revolver and Term Loan A and a 1.50% margin on Term
    Loan B. We may elect interest periods of 1, 2, 3,
    or 6 months (or 9 or 12 months if, at the time of the
    borrowing, all lenders agree to make such term available), for
    LIBOR borrowings.  Dex Media
    West
  tranche B-1 tranche B-2 tranche B-1, tranche B-2
 F-30




---



##### Table of Contents



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

Price2009


103.438
%2010


101.719
%2011 and thereafter


100.000
%   Series A-2
 F-31




---



##### Table of Contents



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

Price2009


103.438
%2010


101.719
%2011 and thereafter


100.000
%   Series A-3
  Redemption Year

Price2011


104.438
%2012


102.958
%2013


101.479
%2014 and thereafter


100.000
%   RHDI
      Redemption Year

Price2006


104.438
%2007


102.219
%2008 and thereafter


100.000
%  F-32




---



##### Table of Contents



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

Price2007


105.438
%2008


103.625
%2009


101.813
%2010 and thereafter


100.000
%   Dex
    Media, Inc.
      Redemption Year

Price2008


104.000
%2009


102.667
%2010


101.333
%2011 and thereafter


100.000
%       Redemption Year

Price2008


104.500
%2009


103.000
%2010


101.500
%2011 and thereafter


100.000
%  F-33




---



##### Table of Contents



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

Price2006


104.938
%2007


102.469
%2008 and thereafter


100.000
%       Redemption Year

Price2007


106.063
%2008


104.042
%2009


102.021
%2010 and thereafter


100.000
%   Dex Media
    West
      Redemption Year

Price2007


104.250
%2008


102.125
%2009 and thereafter


100.000
%    F-34




---



##### Table of Contents



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

Price2008


102.938
%2009


101.469
%2010 and thereafter


100.000
%       Redemption Year

Price2008


104.938
%2009


103.292
%2010


101.646
%2011 and thereafter


100.000
%     2007

$
382,6312008


528,8302009


1,631,2902010


1,732,8622011


629,771Thereafter


5,301,826Total

$
10,207,210   Impact of
    Dex Media Merger
     F-35




---



##### Table of Contents



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


Unamortized FairAdjustment at


Value Adjustment atJanuary 31,


December 31,2006


2006Dex Media, Inc.8% Senior Notes due 2013

$
15,000


$
13,6639% Senior Discount Notes due
    2013


17,177



16,100Dex Media EastCredit Facility






9.875% Senior Notes due 2009


34,290



26,97012.125% Senior Subordinated
    Notes due 2012


54,600



49,064Dex Media WestCredit Facility






8.5% Senior Notes due 2010


22,138



18,2605.875% Senior Notes due 2011


76



669.875% Senior Subordinated
    Notes due 2013


79,022



71,819Total

$
222,303


$
195,942  F-36




---



##### Table of Contents



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

Notional Amount


Pay Rates

Maturity Dates(Amounts in millions)April 1, 2003

$
255
(3)

2.850%

March 31, 2007May 8, 2003


125
(2),(7)

3.638%  4.085%

November 8, 2007 
    May 8, 2008September 7, 2004


200
(3)

3.490%  3.750%

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


250
(4)

3.200%  3.910%

September 15,
    2007  September 15, 2009September 17, 2004


150
(3)

3.210%  3.740%

September 17,
    2007  September 17, 2009September 23, 2004


150
(3)

3.160%  3.438%

September 24,
    2007  September 23, 2008December 20, 2005


300
(6)

4.74%  4.752%

December 20, 2007 
    December 22, 2008February 14, 2006


350
(4)

4.925%  4.9435%

February 14, 2008 
    February 17, 2009February 28, 2006


50
(1)

4.93275%

August 28, 2008March 10, 2006


150
(2)

5.010%

March 10, 2008May 25, 2006


300
(3)

5.326%

May 25, 2009May 26, 2006


200
(2)

5.2725%  5.275%

May 26, 2009May 31, 2006


100
(2)

5.295%  5.312%

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


400
(5)

5.27%  5.295%

June 12, 2008 
    June 12, 2009Total

$
2,980     (1)
    
    Consists of one swap.(2)
    
    Consists of two swaps.(3)
    
    Consists of three swaps.(4)
    
    Consists of four swaps.(5)
    
    Consists of five swaps.(6)
    
    Consists of six swaps.(7)
    
    Denotes swaps entered into by Dex Media East and acquired by RHD
    as a result of the Dex Media Merger. Swaps have not been
    designated as cash flow hedges.   F-37




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              7.
    Partnership Income
    and Investment   F-38




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Eight MonthsEnded August 31,200450% share of DonTech net profits

$
12,777Revenue participation income


65,190Total DonTech income

$
77,967     Eight MonthsEnded August 31,2004Net revenues

$
68,777Operating income

$
25,428Net income

$
25,554   8.
    Redeemable
    Preferred Stock and Warrants        Dividend yield

0%Expected volatility

35%Risk-free interest rate

3.0%Expected holding period

5 years  F-39




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Series A-1
     F-40




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        9.
    Stock
    Incentive Plans        December 31,2006Dividend yield

0%Expected volatility

28.2%Risk-free interest rate

4.4%Expected life

5 Years  F-41




---



##### 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, 2006


4,002,244


$
32.69


$
119,958Granted*


1,834,890



64.31



585Dex Media stock-based awards
    converted


1,725,361



12.73



85,882Exercised


(1,988,597
)


16.38



(92,165
)Forfeitures


(292,125
)


57.10



(1,438
)Awards outstanding,
    December 31, 2006


5,281,773


$
41.98


$
112,822Available for future grants at
    December 31, 2006


4,052,363     *
    Includes the October 3, 2005 grant of 1.1 million SARs
    to certain employees, including executive officers, which was
    contingent upon the successful completion of the Dex Media
    Merger (see below for additional information).      Stock Awards Outstanding



Stock Awards ExercisableWeighted Average









Weighted Average


Weighted AverageRange of




Remaining


Weighted Average






Remaining


Exercise/Exercise/Grant




Contractual Life


Exercise/Grant






Contractual Life


Grant Price PerPrices

Shares


(In Years)


Price Per Share



Shares


(In Years)


Share$10.78 - $14.75


218,581



5.73


$
11.19




139,225



5.06


$
11.42$15.22 - $19.41


287,963



2.10



15.75




287,963



2.10



15.75$24.75 - $29.59


1,659,979



3.47



25.97




1,659,979



3.47



25.97$30.11 - $39.21


135,366



3.16



30.99




100,649



3.16



30.96$41.10 - $43.85


954,620



4.34



41.40




650,429



4.33



41.40$46.06 - $55.25


91,951



5.95



51.87




23,799



4.63



47.98$56.55 - $65.00


1,933,313



5.78



63.28




622,061



5.61



62.015,281,773



5.11


$
41.98




3,484,105



4.56


$
40.33  F-42




---



##### 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, 2006


1,869,578


$
40.78






$
Granted


1,834,890



64.31



208,793



61.39Non-vested Dex Media Options
    Converted


224,597



12.73







Vested


(1,839,272
)


44.01







Forfeitures


(292,125
)


57.10



(15,710
)


62.41Non-vested at December 31,
    2006


1,797,668


$
45.18



193,083


$
61.31          F-43




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            10.
    Income
    Taxes   F-44




---



##### Table of Contents



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


2005


2004Current provision (benefit)U.S. Federal

$



$



$
(25,348
)State and local


627







(207
)Total current provision (benefit)


627







(25,555
)Deferred (benefit) provisionU.S. Federal


(112,897
)


37,087



66,230State and local


27,745



6,089



5,231Total deferred (benefit) provision


(85,152
)


43,176



71,461(Benefit) provision for income
    taxes

$
(84,525
)

$
43,176


$
45,906     2006


2005


2004Statutory U.S. Federal tax
    rate


35.0
%


35.0
%


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


(8.8
)


3.6



4.5Non-deductible expense


0.4



0.4



Other


(0.4
)






Effective tax rate


26.2
%


39.0
%


39.5
%  F-45




---



##### Table of Contents



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


2005Deferred tax assetsReorganization and restructuring
    costs

$
897


$
1,422Bad debts


17,618



5,445Postretirement benefits


15,794



4,755Capital loss carryforward


5,977



6,148Deferred compensation


3,613



4,022Deferred directory cost
    uplift.






4,148Net operating loss carryforwards


280,154



163,356Pension


24,997



Net debt premium


73,282



Other


19,284



Total deferred tax assets


441,616



189,296Valuation allowance


(19,080
)


(6,148
)Net deferred tax assets


422,536



183,148Deferred tax liabilitiesDeferred directory cost uplift


13,133



Pension






10,914Purchased intangible assets


2,213,824



Depreciation and amortization


287,063



218,232Other






265Net deferred revenue


87,500



92,672Total deferred tax liabilities


2,601,520



322,083Net deferred tax liability

$
2,178,984


$
138,935        F-46




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          11.
    Benefit
    Plans    RHD Pension Plans.
 F-47




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Dex Media Pension Plan.
  RHD and Dex Media Savings Plans.
  RHD and Dex Media Postretirement Benefits.
 F-48




---



##### Table of Contents



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


Postretirement Plans2006


2005


2006


2005Change in benefit
    obligationBenefit obligation, beginning of
    period

$
125,759


$
113,389


$
23,227


$
19,434Dex Media benefit obligation, as
    of February 1, 2006


208,408







69,309



Service cost


13,281



5,050



2,668



685Interest cost


16,717



6,406



4,642



1,195Plan participant contributions










337



258Amendments


387







(66
)


Actuarial (gain)/loss


(12,814
)


6,448



(4,512
)


2,677Benefits paid


(6,654
)


(5,534
)


(3,884
)


(1,022
)Plan settlement


(29,980
)










Benefit obligation, end of period

$
315,104


$
125,759


$
91,721


$
23,227Change in plan assetsFair value of plan assets,
    beginning of period

$
100,783


$
101,007


$



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


158,555











Return on plan assets


16,220



5,252







Employer contributions


140



58



3,547



765Plan participant contributions










337



257Benefits paid


(6,654
)


(5,534
)


(3,884
)


(1,022
)Plan settlement


(29,980
)










Fair value of plan assets, end of
    period

$
239,064


$
100,783


$



$
Reconciliation of Funded
    StatusFunded status of plans

$
(76,040
)

$
(24,976
)

$
(91,721
)

$
(23,227
)Unrecognized net loss






36,834







4,376Unrecognized prior service costs






1,094







3,774Net amount recognized

$
(76,040
)

$
12,952


$
(91,721
)

$
(15,077
)  F-49




---



##### Table of Contents



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


Plans2006


2006Current liabilities

$
(200
)

$
(5,525
)Non-current liabilities


(75,840
)


(86,196
)Net amount recognized

$
(76,040
)

$
(91,721
)   PostretirementPension Plans


Plans2005


2005Accrued liabilities

$
(11,906
)

$
(15,077
)Intangible asset


1,146



Accumulated other comprehensive
    income


23,712



Net amount recognized

$
12,952


$
(15,077
)       2006


2005Projected benefit obligation

$
5,287


$
4,441Accumulated benefit obligation

$
3,323


$
2,749   Components
    of Net Periodic Benefit Expense
    2006


2005


2004Service cost

$
13,281


$
5,050


$
4,147Interest cost


16,717



6,406



4,661Expected return on plan assets


(19,203
)


(8,363
)


(6,680
)Amortization of unrecognized prior
    service cost


130



133



116Settlement gain


(982
)






Amortization of unrecognized net
    loss


2,062



1,326



733Net periodic benefit expense

$
12,005


$
4,552


$
2,977  F-50




---



##### Table of Contents



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


2005


2004Service cost

$
2,668


$
685


$
548Interest cost


4,642



1,195



870Amortization of unrecognized prior
    service cost


219



814



172Amortization of unrecognized net
    loss


813



175



681Net periodic benefit expense

$
8,342


$
2,869


$
2,271   Additional
    Information
  Retirement Plans2006


2005


2004(Decrease) increase in minimum
    pension liability included in other comprehensive (loss) income

$
(7,655
)

$
23,197


$
515   Adoption
    of SFAS No. 158
    Before



AfterApplication

SFAS No. 158

Applicationof SFAS No. 158

Adjustment

of SFAS No. 158Liability for pension and
    postretirement benefits

$
(155,380
)

$
(12,381
)

$
(167,761
)Deferred income taxes






(5,145
)


Accumulated other comprehensive
    loss, net of tax

$
(9,871
)

$
(8,611
)

$
(18,482
)     Pension

PostretirementPlans

PlansPreviously unrecognized actuarial
    loss expected to be recognized in 2007

$
1,953


$
57Previously unrecognized prior
    service cost expected to be recognized in 2007

$
164


$
806     Pension

PostretirementPlans

PlansNet actuarial gain (loss)

$
25,924


$
(355
)Prior service cost

$
1,350


$
2,894  F-51




---



##### Table of Contents



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


2005Weighted average discount rate


5.90
%


5.50
%Rate of increase in future
    compensation


3.66
%


3.66
%       2006


2005


2004Weighted average discount rate


5.50
%


5.75
%


6.00
%Rate of increase in future
    compensation


3.66
%


3.66
%


3.66
%Expected return on plan assets


8.25
%


8.25
%


8.25
%     July 1, 2006

February 1, 2006through

throughDecember 31,

June 30,2006

2006Weighted average discount rate


6.25
%


5.50
%Rate of increase in future
    compensation


3.66
%


3.66
%Expected return on plan assets


9.00
%


9.00
%   Employers Accounting for
    Settlements and Curtailments of Defined Benefit Plans and for
    Termination Benefits.
   F-52




---



##### Table of Contents



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


2005Healthcare cost trend rate assumed
    for next yearUnder 65


10.0
%


10.0
%65 and older


12.0
%


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


5.0
%


5.0
%65 and older


5.0
%


5.0
%Year ultimate trend rate is reached


2013



2013     One Percent ChangeIncrease


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

$
541


$
(422
)Effect on accumulated
    postretirement benefit obligation (Consolidated Balance Sheet)

$
4,620


$
(3,434
)   Plan
    Assets
    RHD Plans

Dex Media PlanPlan Assets at

Asset

Plan Assets at

AssetDecember 31, 2006

Allocation

December 31,

Allocationand 2005

Target

2006

TargetEquity securities


67
%


65
%


66
%


65
%Debt securities


33
%


35
%


34
%


35
%Total


100
%


100
%


100
%


100
%        F-53




---



##### Table of Contents



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


Postretirement


Part DPlans


Plans


Subsidy2007

$
28,224


$
5,525


$
1202008


23,253



6,260



1532009


24,365



6,856



1842010


25,906



7,469



2212011


26,426



7,950



262Years
    2012-2016


140,828



42,587



2,004     Additional
    Information and Subsequent Events
     F-54




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Commitments    2007

$
24,4662008


23,1312009


18,9932010


13,8432011


11,319Thereafter


34,241Total

$
125,993   5-year
  13.
    Legal
    Proceedings      Tax matters:
   F-55




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1997-1998.
  1997-1998.
  Amortization and Royalty Expense Deductions/Royalty
    Income  1997  1998
    
    certain amortization expense deductions related to a 1997
    partnership transaction and claimed by D&B on tax returns
    for 1997 and 1998 should be disallowed;
    deductions claimed on 1997 and 1998 tax returns for royalties
    paid to the partnership should be disallowed; and
    the entire amount of royalties so received by the partnership
    should be included in the royalty income of D&B, including
    the portions of the royalties that had been allocated to
    third-party partners in the partnership and thus included in
    their taxable incomes.       F-56




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Other Matters:
    14.
    Business
    Segments    15.
    Guarantees       F-57




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  R.H.
    Donnelley Corporation
  Condensed
    Consolidating Balance Sheet
 December 31,
    2006
  R.H.














ConsolidatedDonnelley


R.H.











R.H.Corporation


Donnelley Inc.


Guarantor


Non-Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Subsidiaries


Eliminations


CorporationAssetsCash and cash equivalents

$
122,565


$
1,606


$
3,299


$
28,779


$



$
156,249Accounts receivable, net










441,962



606,289







1,048,251Deferred directory costs










67,204



144,618







211,822Prepaid and other current assets


9,485



22,908



27,109



76,159



(19,758
)


115,903Total current assets


132,050



24,514



539,574



855,845



(19,758
)


1,532,225Investment in subsidiaries


4,507,776



1,620,213











(6,127,989
)


Fixed assets and computer
    software, net


7,258



80,949



7,127



64,028







159,362Other non-current assets


148,066



74,485



2,212



19,705



(102,849
)


141,619Intercompany notes receivable






2,102,997



(2,102,997
)










Intangible assets, net










2,755,624



8,722,372







11,477,996Goodwill










315,560



2,520,706







2,836,266Total assets

$
4,795,150


$
3,903,158


$
1,517,100


$
12,182,656


$
(6,250,596
)

$
16,147,468Liabilities and Shareholders
    EquityAccounts payable and accrued
    liabilities

$
8,483


$
35,668


$
36,942


$
88,397


$



$
169,490Accrued interest


90,971



11,950







76,498







179,419Deferred directory revenue










439,100



758,696







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






52,036



48,907







(21,061
)


79,882Current portion of long-term debt






112,200







270,431







382,631Total current liabilities


99,454



211,854



524,949



1,194,022



(21,061
)


2,009,218Intercompany, net


413,098



421,302



(858,320
)


10,986



12,934



Long-term debt


2,451,873



2,442,269







5,126,379







10,020,521Deferred income taxes, net






113



204,320



1,994,636



(99,967
)


2,099,102Other long-term liabilities


9,969



52,366



25,938



124,111



(14,513
)


197,871Shareholders equity


1,820,756



775,254



1,620,213



3,732,522



(6,127,989
)


1,820,756Total liabilities and
    shareholders equity

$
4,795,150


$
3,903,158


$
1,517,100


$
12,182,656


$
(6,250,596
)

$
16,147,468  F-58




---



##### Table of Contents



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











ConsolidatedDonnelley


R.H.








R.H.Corporation


Donnelley Inc.


Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Eliminations


CorporationAssetsCash and cash equivalents

$
830


$
2,703


$
4,260


$



$
7,793Accounts receivable, net










451,591







451,591Deferred directory costs










67,686







67,686Prepaid and other current assets






27,520



52,327



(32,433
)


47,414Total current assets


830



30,223



575,864



(32,433
)


574,484Investment in subsidiaries


662,971



1,514,314







(2,177,285
)


Fixed assets and computer
    software, net






50,059



5,628







55,687Other non-current assets


12,197



186,616



1,669



(108,949
)


91,533Intercompany receivable






24,919



213,545



(238,464
)


Intercompany notes receivable






1,789,436







(1,789,436
)


Intangible assets, net










2,833,200







2,833,200Goodwill










319,014







319,014Total assets

$
675,998


$
3,595,567


$
3,948,920


$
(4,346,567
)

$
3,873,918Liabilities, Preferred Stock and
    Shareholders (Deficit) EquityAccounts payable, accrued
    liabilities and accrued interest

$
8,780


$
48,698


$
32,103


$
(20
)

$
89,561Deferred directory revenue










457,721







457,721Short-term deferred income taxes,
    net






42,351



80,616



(31,784
)


91,183Current portion of long-term debt






100,234











100,234Total current liabilities


8,780



191,283



570,440



(31,804
)


738,699Long-term debt


300,000



2,678,615











2,978,615Intercompany notes payable


331,840











(331,840
)


Non-current intercompany payable










1,789,436



(1,789,436
)


Deferred income taxes, net


(7,356
)


19,428



50,346



(2,853
)


59,565Other long-term liabilities






43,270



24,384



(13,349
)


54,305Redeemable convertible preferred
    stock


334,149















334,149Shareholders (deficit) equity


(291,415
)


662,971



1,514,314



(2,177,285
)


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

$
675,998


$
3,595,567


$
3,948,920


$
(4,346,567
)

$
3,873,918  F-59




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  R.H.
    Donnelley Corporation
  Condensed
    Consolidating Statement of Operations
 For the
    Year Ended December 31, 2006
  R.H.














ConsolidatedDonnelley


R.H.











R.H.Corporation


Donnelley Inc.


Guarantor


Non-Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Subsidiaries


Eliminations


CorporationNet revenue

$



$



$
1,037,862


$
859,256


$
(1,197
)

$
1,895,921Expenses


1,641



76,533



506,256



872,474



(3,809
)


1,453,095Partnership and equity income


(115,216
)


199,469











(84,253
)


Operating (loss) income


(116,857
)


122,936



531,606



(13,218
)


(81,641
)


442,826Interest expense, net


(194,911
)


(34,976
)


(159,275
)


(375,893
)






(765,055
)Other income (loss)










(1,170
)






1,170



Pre-tax (loss) income


(311,768
)


87,960



371,161



(389,111
)


(80,471
)


(322,229
)(Benefit) provision for income
    taxes


(74,064
)


(38,312
)


171,692



(147,623
)


3,782



(84,525
)Net (loss) income


(237,704
)


126,272



199,469



(241,488
)


(84,253
)


(237,704
)Preferred dividend


1,974



















1,974Gain on repurchase of preferred
    stock


(31,195
)


















(31,195
)(Loss) income available to common
    shareholders

$
(208,483
)

$
126,272


$
199,469


$
(241,488
)

$
(84,253
)

$
(208,483
)  F-60




---



##### Table of Contents



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











ConsolidatedDonnelley


R.H.








R.H.Corporation


Donnelley Inc.


Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Eliminations


CorporationNet revenue

$



$



$
956,631


$



$
956,631Expenses


38



117,929



543,989



(80,566
)


581,390Partnership and equity income


80,849



156,788







(237,637
)


Operating income


80,811



38,859



412,642



(157,071
)


375,241Interest expense, net


(20,634
)


(70,025
)


(173,873
)






(264,532
)Intercompany dividend income and
    minority interest (expense)






83,708



(939
)


(82,769
)


Pre-tax income


60,177



52,542



237,830



(239,840
)


110,709Provision (benefit) for income
    taxes


(7,356
)


(28,307
)


81,042



(2,203
)


43,176Net income


67,533



80,849



156,788



(237,637
)


67,533Preferred dividend


11,708















11,708Loss on repurchase of preferred
    stock


133,681















133,681Accretion of preferred stock to
    redemption value


211,020















211,020(Loss) income available to common
    shareholders

$
(288,876
)

$
80,849


$
156,788


$
(237,637
)

$
(288,876
)  F-61




---



##### Table of Contents



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


R.H.








ConsolidatedCorporation


Donnelley Inc.


Guarantor





R.H. Donnelley(Parent)


(Issuer)


Subsidiaries


Eliminations


CorporationNet revenue

$



$
12,980


$
638,361


$
(48,225
)

$
603,116Expenses






44,282



393,279



(48,226
)


389,335Partnership and equity income


70,312



76,189



65,190



(133,724
)


77,967Operating income


70,312



44,887



310,272



(133,723
)


291,748Interest expense, net






17,841



(193,371
)






(175,530
)Other income






22



(22
)






Pre-tax income


70,312



62,750



116,879



(133,723
)


116,218Provision (benefit) for income
    taxes






(7,562
)


53,468







45,906Net income


70,312



70,312



63,411



(133,723
)


70,312Preferred dividend


21,791















21,791Income available to common
    shareholders

$
48,521


$
70,312


$
63,411


$
(133,723
)

$
48,521  F-62




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  R.H.
    Donnelley Corporation
  Condensed
    Consolidating Statement of Cash Flows
 For the
    Year Ended December 31, 2006
  R.H.














ConsolidatedDonnelley


R.H.











R.H.Corporation


Donnelley Inc.


Guarantor


Non-Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Subsidiaries


Eliminations


CorporationCash flow from operating activities

$
37,777


$
(36,252
)

$
(342,348
)

$
431,046


$
678,086


$
768,309Cash flow from investing
    activities:Additions to fixed assets and
    computer software


(6,389
)


(44,208
)


(2,995
)


(24,951
)






(78,543
)Acquisitions, net of cash received


(1,768,626
)














(132,840
)


(1,901,466
)Net cash flow used in investing
    activities


(1,775,015
)


(44,208
)


(2,995
)


(24,951
)


(132,840
)


(1,980,009
)Cash flow from financing
    activities:Proceeds from issuance of debt,
    net of costs


2,079,005



















2,079,005Repurchase of redeemable
    convertible preferred stock and redemption of purchase rights


(336,819
)


















(336,819
)Debt repayments














(436
)






(436
)Increase in checks not yet
    presented for payment


505



(428
)


276



6,812







7,165Borrowings under Credit Facilities






(1,397
)






443,181



(6,408
)


435,376Credit Facilities repayments and
    note repurchases






(274,781
)






(596,706
)


2,915



(868,572
)Revolver borrowings






367,300







567,600







934,900Revolver repayments






(316,900
)






(552,100
)






(869,000
)Proceeds from employee stock
    option exercises


31,665



















31,665Repurchase of warrants


(53,128
)


















(53,128
)Intercompany Debt






215,569



434,106







(649,675
)


Dividends to Parent


137,745



90,000



(90,000
)


(265,745
)


128,000



Net cash flow from financing
    activities


1,858,973



79,363



344,382



(397,394
)


(525,168
)


1,360,156Change in cash


121,735



(1,097
)


(961
)


8,701



20,078



148,456Cash at beginning of year


830



2,703



4,260



20,078



(20,078
)


7,793Cash at end of year

$
122,565


$
1,606


$
3,299


$
28,779


$



$
156,249  F-63




---



##### Table of Contents



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











ConsolidatedDonnelley


R.H.








R.H.Corporation


Donnelley Inc.


Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Eliminations


CorporationCash flow from operations

$
(11,219
)

$
(17,459
)

$
420,730


$



$
392,052Cash flow from investing
    activities Additions to fixed assets and computer software






(30,803
)


(802
)






(31,605
)Acquisitions


(6,450
)














(6,450
)Intercompany notes






111,840



(308,575
)


196,735



Net cash flow used in investing
    activities


(6,450
)


81,037



(309,377
)


196,735



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


293,439















293,439Repurchase of redeemable
    convertible preferred stock


(277,197
)














(277,197
)Debt repayments






(317,066
)










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






1,760











1,760Additional borrowings under Credit
    Facility






341,417











341,417Credit Facility repayments






(345,227
)










(345,227
)Call premium






(25,268
)










(25,268
)Revolver borrowings






268,000











268,000Revolver repayments






(304,200
)










(304,200
)Proceeds from employee stock
    option exercises


7,383















7,383Intercompany notes and other


(5,126
)


313,701



(111,840
)


(196,735
)


Net cash flow used in financing
    activities


18,499



(66,883
)


(111,840
)


(196,735
)


(356,959
)Change in cash


830



(3,305
)


(487
)






(2,962
)Cash at beginning of year






6,008



4,747







10,755Cash at end of year

$
830


$
2,703


$
4,260


$



$
7,793  F-64




---



##### Table of Contents



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











ConsolidatedDonnelley


R.H.








R.H.Corp.


Donnelley Inc.


Guarantor





Donnelley(Parent)


(Issuer)


Subsidiaries


Eliminations


CorporationCash flow from operations

$



$
294,901


$
111,402


$



$
406,303Cash flow from investing
    activities Additions to fixed assets and computer software






(14,919
)


(3,094
)






(18,013
)Acquisitions






(1,413,620
)










(1,413,620
)Other


(7,457
)


111,840



7,457



(111,840
)


Net cash flow used in investing
    activities


(7,457
)


(1,316,699
)


4,363



(111,840
)


(1,431,633
)Cash flow from financing
    activities Proceeds from debt






1,464,447











1,464,447Debt repayments






(442,624
)


(111,840
)


111,840



(442,624
)Other


7,457



(917
)










6,540Net cash flow from financing
    activities


7,457



1,020,906



(111,840
)


111,840



1,028,363Change in cash






(892
)


3,925







3,033Cash at beginning of year






6,900



822







7,722Cash at end of year

$



$
6,008


$
4,747


$



$
10,755  F-65




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Valuation
    and Qualifying Accounts  Net Additionto Allowancesfrom DexMedia Merger


Net AdditionsBalance at


& AT&T


Charged To


Write-offs


Balance atBeginning of


Directory


Revenue and


and Other


End ofPeriod


Acquisition


Expense


Deductions


PeriodAllowance for Doubtful Accounts
    and Sales ClaimsFor the year ended
    December 31, 2006

$
27,328



57,353



116,330



(158,059
)

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

$
33,093







54,921



(60,686
)

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

$
11,956



25,788



32,339



(36,990
)

$
33,093Deferred Tax Asset Valuation
    AllowanceFor the year ended
    December 31, 2006

$
6,148



13,103







(171
)

$
19,080For the year ended
    December 31, 2005

$
6,148














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

$
5,738







410






$
6,148   17.
    Quarterly
    Information (unaudited)  Three Months EndedMarch 31


June 30


September 30


December 312006Net
    revenue(1)

$
320,479


$
432,350


$
524,191


$
618,901Operating
    income(2)


38,067



73,395



144,587



186,777Net loss


(71,718
)


(79,827
)


(35,385
)


(50,774
)Preferred
    dividend(3)


1,974











Gain on repurchase of preferred
    stock(3)


(31,195
)










Loss available to common
    shareholders


(42,497
)


(79,827
)


(35,385
)


(50,774
)Basic and diluted loss per share

$
(0.76
)

$
(1.15
)

$
(0.51
)

$
(0.72
)   Three Months EndedMarch 31


June 30


September 30


December 312005Net
    revenue(1)

$
207,339


$
232,967


$
255,214


$
261,111Operating
    income(2)


70,197



91,030



102,732



111,282Net income


7,747



20,023



27,147



12,616Preferred dividend


3,319



2,919



2,977



2,493Loss on repurchase of preferred
    stock(3)


133,681











Accretion of preferred stock to
    redemption
    value(3)














211,020(Loss) income available to common
    shareholders


(129,253
)


17,104



24,170



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

$
(4.10
)

$
0.46


$
0.65


$
(6.30
)Diluted (loss) earnings per share

$
(4.10
)

$
0.44


$
0.62


$
(6.30
)  F-66




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (1)
    
    Revenue from the sale of advertising is recognized under the
    deferral and amortization method, whereby revenue from
    advertising sales is initially deferred when a directory is
    published and recognized ratably over the life of the directory.
    Due to purchase accounting rules, we were not able to recognize
    any revenue from directories published by the Dex Media Business
    or the AT&T Directory Business prior to each acquisition or
    for any directories published in the months the acquisitions
    were completed.(2)
    
    Similar to the deferral and amortization method of revenue
    recognition, certain costs directly related to the selling and
    production of directories are initially deferred and recognized
    ratably over the life of the directory. Due to purchase
    accounting rules, we were not able to recognize any expenses
    from directories published by the Dex Media Business or the
    AT&T Directory Business prior to each acquisition or for any
    directories published in the months the acquisitions were
    completed.(3)
    
    On January 14, 2005, we repurchased 100,303 shares of
    our outstanding Preferred Stock from the GS Funds for
    $277.2 million in cash. In connection with the Preferred
    Stock repurchase, we recorded an increase to loss available to
    common shareholders on the consolidated statement of operations
    of $133.7 million to reflect the loss on the repurchase of
    these shares for the three months ended March 31, 2005. On
    January 27, 2006 we repurchased the remaining
    100,301 shares of our outstanding Preferred Stock from the
    GS Funds for $336.1 million in cash, including accrued cash
    dividends and interest pursuant to the terms of the Stock
    Purchase Agreement. Based on the terms of the Stock Purchase
    Agreement, the repurchase of the Preferred Stock became a
    probable event on October 3, 2005, requiring the recorded
    value of the Preferred Stock to be accreted to its redemption
    value of $334.1 million at December 31, 2005, and as a
    result of the GS Repurchase, $336.1 million at
    January 27, 2006. The accretion to redemption value of
    $211.0 million and $2.0 million (which represented
    accrued dividends and interest) for the quarters ended
    December 31, 2005 and March 31, 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 BCF related to these shares and recorded a
    decrease to loss available to common shareholders on the
    consolidated statements of operations of approximately
    $31.2 million for the quarter ended March 31, 2006. F-67




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURES.  Form 8-K
  ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Evaluation of Disclosure Controls and
    Procedures. Rules 13a-15(e) 15d-15(e)
  Regulation S-K
  Changes in Internal Controls.
  ITEM 9B.
    OTHER
    INFORMATION.   77




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Regulation S-K Form 10-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION.    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Regulation S-K.
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.   78




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.  (A)(1)
    and (2)  List of financial statements and financial
    statement schedules
    Managements Annual Report on
    Internal Control Over Financial ReportingReports of Independent Registered
    Public Accounting FirmsConsolidated Balance Sheets at
    December 31, 2006 and 2005Consolidated Statements of
    Operations and Comprehensive (Loss) Income for the three years
    ended December 31, 2006Consolidated Statements of Cash
    Flows for the three years ended December 31, 2006Consolidated Statements of Changes
    in Shareholders Equity (Deficit) for the three years ended
    December 31, 2006Notes to Consolidated Financial
    Statements    79




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##### Table of Contents



(C) Exhibits:
  Exhibit No.

Document2
.1#

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

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

Third Amended and Restated By-laws
    of the Company (incorporated by reference to Exhibit 3.1 to
    the Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    April 21, 2006, Commission File No. 001-07155)4
.1

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

Form of 8.875% Senior Notes
    due 2010 (included in Exhibit 4.1)4
.3

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

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

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

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

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

Indenture, dated as of
    December 3, 2002, between R.H. Donnelley Inc. (as successor
    to R.H. Donnelley Finance Corporation I), as Issuer, and
    The Bank of New York, as Trustee, with respect to the
    10.875% Senior Subordinated Notes due 2012 (incorporated by
    reference to Exhibit 4.17 to the Companys Annual
    Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File No. 001-07155)4
.9

Form of 10.875% Senior
    Subordinated Notes due 2012 (included in Exhibit 4.8)4
.10

Supplemental Indenture, dated as
    of January 3, 2003, among R.H. Donnelley Inc., as Issuer,
    the Company and the other guarantors signatory thereto, as
    Guarantors, and The Bank of New York, as Trustee, with respect
    to the 10.875% Senior Subordinated Notes due 2012
    (incorporated by reference to Exhibit 4.18 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 20, 2003, Commission File No. 001-07155) 80




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##### Table of Contents



Exhibit No.

Document4
.11

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

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

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

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

Indenture, dated as of
    November 10, 2003, between Dex Media, Inc. and
    U.S. Bank National Association, as Trustee, with respect to
    the 8% Notes due 2013 (incorporated by reference to
    Exhibit 4.1 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.16

Form of 8% Notes due 2013
    (included in Exhibit 4.15)4
.17

Supplemental Indenture, dated as
    of January 31, 2006, between Dex Media, Inc. (f/k/a Forward
    Acquisition Corp.) and U.S. Bank National Association, as
    Trustee, with respect to Dex Media, Inc.s 8% Notes
    due 2013 (incorporated by reference to Exhibit 4.1 to Dex
    Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File No.
    333-131626)4
.18

Indenture, dated November 10,
    2003, between Dex Media, Inc. and U.S. Bank National
    Association, as Trustee, with respect to Dex Media, Inc.s
    9% Discount Notes due 2013 (incorporated by reference to
    Exhibit 4.3 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.19

Form of 9% Discount Notes due 2013
    (included in Exhibit 4.18)4
.20

Supplemental Indenture, dated as
    of January 31, 2006, between Dex Media, Inc. (f/k/a Forward
    Acquisition Corp.) and U.S. Bank National Association, as
    Trustee, with respect to Dex Media, Inc.s 9% Discount
    Notes due 2013 (incorporated by reference to Exhibit 4.2 to
    Dex Media, Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File No.
    333-131626)4
.21

Indenture, dated February 11,
    2004, between Dex Media, Inc. and U.S. Bank National
    Association, as Trustee with respect to Dex Media, Inc.s
    9% Discount Notes due 2013 (incorporated by reference to
    Exhibit 4.5 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.22

Form of 9% Discount Notes due 2013
    (included in Exhibit 4.21)4
.23

Supplemental Indenture, dated as
    of January 31, 2006, between Dex Media, Inc. (f/k/a Forward
    Acquisition Corp.) and U.S. Bank National Association, as
    Trustee, with respect to Dex Media, Inc.s 9% Discount
    Notes due 2013 (incorporated by reference to Exhibit 4.3 to
    Dex Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File No.
    333-131626) 81




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##### Table of Contents



Exhibit No.

Document4
.24

Indenture, dated November 8,
    2002, among Dex Media East LLC, Dex Media East Finance Co. and
    U.S. Bank National Association, as Trustee, with respect to
    Dex Media East LLCs
    97/8% Senior
    Notes due 2009 (incorporated by reference to Exhibit 4.7 to
    Dex Media, Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File No.
    333-114472)4
.25

Form of
    97/8% Senior
    Notes due 2009 (included in Exhibit 4.24)4
.26

Indenture, dated November 8,
    2002, among Dex Media East LLC, Dex Media East Finance Co. and
    U.S. Bank National Association, as Trustee, with respect to
    Dex Media East LLCs
    121/8% Senior
    Subordinated Notes due 2012 (incorporated by reference to
    Exhibit 4.9 to Dex Media, Inc.s Registration
    Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)4
.27

Form of
    121/8% Senior
    Subordinated Notes due 2012 (included in Exhibit 4.26)4
.28

Indenture, dated August 29,
    2003, among Dex Media West LLC, Dex Media West Finance Co. and
    U.S. Bank National Association, as Trustee, with respect to
    Dex Media West LLCs
    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
.29

Form of
    81/2% Senior
    Notes due 2010 (included in Exhibit 4.28)4
.30

Indenture, dated August 29,
    2003, among Dex Media West LLC, Dex Media West Finance Co. and
    U.S. Bank National Association, as Trustee, with respect to
    Dex Media West LLCs
    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
.31

Form of
    97/8% Senior
    Subordinated Notes due 2013 (included in Exhibit 4.30)4
.32

Indenture, dated November 24,
    2004, among Dex Media West LLC, Dex Media West Finance Co. and
    U.S. Bank National Association, as Trustee, with respect to
    Dex Media West LLCs
    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
.33

Form of
    57/8% Senior
    Notes due 2011 (included in Exhibit 4.32)4
.34#

Indenture, dated as of
    January 14, 2005, among the Company and The Bank of New
    York, as Trustee, with respect to the Companys
    6.78% Senior Notes due 2013 of the Company (incorporated by
    reference to Exhibit 4.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 19, 2005, Commission File No. 001-07155)4
.35

Form of
    67/8% Senior
    Notes due 2013 (included in Exhibit 4.34)4
.36

Indenture, dated January 27,
    2006, between the Company, as Issuer, and The Bank of New York,
    as Trustee, with respect to the Companys 6.875%
    Series A-1 Senior Discount Notes due 2013 (incorporated by
    reference to Exhibit 4.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155)4
.37

Form of 6.875% Series A-1
    Senior Discount Note due 2013 (included in Exhibit 4.36)4
.38

Indenture, dated January 27,
    2006, between the Company (as successor to R.H. Donnelly Finance
    Corporation III), as Issuer, and The Bank of New York, as
    Trustee, with respect to the Companys 6.875%
    Series A-2 Senior Discount Notes due 2013 (incorporated by
    reference to Exhibit 4.3 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155)4
.39

Form of 6.875% Series A-2
    Senior Discount Note due 2013 (included in Exhibit 4.38) 82




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##### Table of Contents



Exhibit No.

Document4
.40

Supplemental Indenture, dated
    January 31, 2006, by and between the Company and The Bank
    of New York, as Trustee, with respect to the Companys
    6.875% Series A-2 Senior Discount Notes due 2013
    (incorporated by reference to Exhibit 4.5 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155)4
.41

Indenture, dated January 27,
    2006, by and between the Company (as successor to R.H. Donnelly
    Finance Corporation III), as Issuer, and The Bank of New
    York, as Trustee, with respect to the Companys 8.875%
    Series A-3 Senior Notes due 2016 (incorporated by reference
    to Exhibit 4.6 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155)4
.42

Form of 8.875% Series A-3
    Senior Note due 2016 (included in Exhibit 4.41)4
.43

Supplemental Indenture, dated
    January 31, 2006, between the Company and The Bank of New
    York, as Trustee, with respect to the Companys 8.875%
    Series A-3 Senior Notes due 2016 (incorporated by reference
    to Exhibit 4.8 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File
    No. 001-07155)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) 83




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##### Table of Contents



Exhibit No.

Document10
.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)10
.11

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

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

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

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

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

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

Amended and Restated
    1998 Directors Stock Plan (incorporated by reference
    to Exhibit 10.18 to the Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 27, 2000, Commission File No. 001-07155)10
.18^

Pension Benefit Equalization Plan
    (incorporated by reference to Exhibit 10.16 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 27, 2002, Commission File No. 001-07155) 84




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##### Table of Contents



Exhibit No.

Document10
.19^

2001 Stock Award and Incentive
    Plan (incorporated by reference to Exhibit 10.17 to the
    Companys Annual Report on
    Form 10-K,
    filed with the Securities and Exchange Commission on
    March 27, 2002, Commission File No. 001-07155)10
.20^

2005 Stock Award and Incentive
    Plan (incorporated by reference to Exhibit 10.15 to the
    Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 5, 2005, Commission File No. 001-07155)10
.21^

Form of Non-Qualified Stock Option
    Agreement under 2005 Plan (incorporated by reference to
    Exhibit 10.16 to the Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 5, 2005, Commission File No. 001-07155)10
.22^

Form of Annual Incentive Program
    Award under 2005 Plan (incorporated by reference to
    Exhibit 10.17 to the Companys Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 5, 2005, Commission File No. 001-07155)10
.23^

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

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

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

Deferred Compensation Plan (as
    amended and restated as of January 1, 2005)10
.27^

Stock Option Plan of Dex Media,
    Inc., effective as of November 8, 2002 (incorporated by
    reference to Exhibit 10.27 to Dex Media, Inc.s
    Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.28^

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

Second Amendment to Stock Option
    Plan of Dex Media, Inc., effective as of December 18, 2003
    (incorporated by reference to Exhibit 10.29 to Dex Media,
    Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.30^

Dex Media, Inc. 2004 Incentive
    Award Plan (incorporated by reference to Exhibit 4.5 to Dex
    Media, Inc.s Registration Statement on
    Form S-8,
    filed with the Securities and Exchange Commission on
    November 19, 2004, Commission file No.
    333-120631)10
.31^

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

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

Amended and Restated Employment
    Agreement, dated October 3, 2005, by and between the
    Company and Steven M. Blondy (incorporated by reference to
    Exhibit 10.9 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155) 85




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##### Table of Contents



Exhibit No.

Document10
.34^

Employment Agreement, dated as of
    February 21, 2006, by and between the Company and
    George A. Burnett (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 23, 2006, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.35^

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

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

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

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

Commitment Letter, dated
    October 2, 2005, among the Company, J.P. Morgan
    Securities Inc. and JPMorgan Chase Bank, N.A. (incorporated by
    reference to Exhibit 10.6 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.40

Agreement to Amend and Restate,
    dated December 13, 2005, among the Company and lenders
    party to the Credit Agreement, dated as of November 8,
    2002, as amended (incorporated by reference to Exhibit 10.4
    to the Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 19, 2005, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.41

Agreement to Amend and Restate,
    dated December 13, 2005, among the Company and lenders
    party to the Credit Agreement, dated as of September 9,
    2003, as amended (incorporated by reference to Exhibit 10.3
    to the Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 19, 2005, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.42#

Second Amended and Restated Credit
    Agreement, dated December 13, 2005, among the Company, R.H.
    Donnelley Inc., the several banks and other financial
    institutions or entities from time to time parties thereto as
    lenders, J.P. Morgan Securities Inc. and Deutsche Bank
    Trust Company Americas, as co-lead arrangers and
    joint-bookrunners, JPMorgan Chase Bank, N.A., as syndication
    agent, Bear Stearns Corporate Lending Inc., Credit Suisse,
    Cayman Islands Branch, Goldman Sachs Credit Partners L.P., UBS
    Securities LLC and Wachovia Bank, National Association, as
    co-documentation agents, and Deutsche Bank Trust Company
    Americas, as administrative agent (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 19, 2005, Commission File No. 001-07155)10
.43

First Amendment, dated as of
    April 24, 2006, to the Second Amended and Restated Credit
    Agreement, dated December 13, 2005, among the Company, R.H.
    Donnelley Inc., the several banks and other financial
    institutions or entities from time to time parties thereto as
    lenders, and Deutsche Bank Trust Company Americas, as
    administrative agent (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File No. 001-07155) 86




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##### Table of Contents



Exhibit No.

Document10
.44

Second Amended and Restated
    Guaranty and Collateral Agreement, dated as of December 13,
    2005, among the Company, R.H. Donnelley Inc., and the
    subsidiaries of R.H. Donnelley Inc. party thereto, and Deutsche
    Bank Trust Company Americas, as collateral agent (incorporated
    by reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    December 19, 2005, Commission File No. 001-07155)10
.45

Reaffirmation, dated as of
    April 24, 2006, among R.H. Donnelley Corporation, R.H.
    Donnelley Inc. and its subsidiaries and Deutsche Bank Trust
    Company Americas, as administrative agent (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File No. 001-07155)10
.46#

Amended and Restated Credit
    Agreement, dated January 31, 2006, among Dex Media, Inc.
    (f/k/a Forward Acquisition Corp.), Dex Media East, Inc., Dex
    Media East LLC, JPMorgan Chase Bank, N.A., as administrative
    agent and collateral agent, and the other lenders from time to
    time parties thereto (incorporated by reference to
    Exhibit 10.3 to Dex Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File No.
    333-131626)10
.47

Reaffirmation Agreement, dated
    January 31, 2006, among Dex Media, Inc. (f/k/a Forward
    Acquisition Corp.), Dex Media East, Inc., Dex Media East LLC,
    Dex Media East Finance Co., Dex Media International Inc. (f/k/a
    LCI International, Inc.) and JPMorgan Chase Bank, N.A., as
    administrative agent  and collateral agent (incorporated by
    reference to Exhibit 10.4 to Dex Media, Inc.s Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)10
.48

Guarantee and Collateral
    Agreement, dated as of November 8, 2002, by and among Dex
    Media East, Inc., Dex Media East LLC (f/k/a SGN LLC), Dex Media
    East Finance Co., LCI International, Inc. (Dex Media
    International, Inc.) and JPMorgan Chase Bank, as collateral
    agent (incorporated by reference to Exhibit 10.2 to Dex
    Media, Inc.s Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.49#

Amended and Restated Credit
    Agreement, dated January 31, 2006, among Dex Media, Inc.
    (f/k/a Forward Acquisition Corp.), Dex Media West, Inc., Dex
    Media West LLC, and JPMorgan Chase Bank, N.A., as collateral
    agent, and the other lenders from time to time parties thereto
    (incorporated by reference to Exhibit 10.1 to Dex Media,
    Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)10
.50

Reaffirmation Agreement, dated
    January 31, 2006, among Dex Media, Inc. (f/k/a Forward
    Acquisition Corp.), Dex Media West, Inc., Dex Media West LLC,
    Dex Media West Finance Co., JPMorgan Chase Bank, N.A., as
    administrative agent and collateral agent (incorporated by
    reference to Exhibit 10.2 to Dex Media, Inc.s Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 6, 2006, Commission File
    No. 333-131626)10
.51

Guarantee and Collateral
    Agreement, dated as of September 9, 2003, among Dex Media
    West, Inc., Dex Media West LLC, Dex Media West Finance Co. and
    JPMorgan Chase Bank, as collateral agent (incorporated by
    reference to Exhibit 10.7 to Dex Media, Inc.s
    Registration Statement on
    Form S-4,
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472)10
.52

First Amendment, dated as of
    April 24, 2006, to the Amended and Restated Credit
    Agreement dated as of January 31, 2006, among Dex Media,
    Inc., Dex Media West, Inc., Dex Media West LLC, the lenders from
    time to time party thereto, JPMorgan Chase Bank, N.A., as
    administrative agent and collateral agent, and the other agents
    parties thereto (incorporated by reference to Exhibit 10.1
    to Dex Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File
    No. 333-131626) 87




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##### Table of Contents



Exhibit No.

Document10
.53

Reaffirmation Agreement, dated as
    of April 24, 2006, among Dex Media, Inc., Dex Media West,
    Inc., Dex Media West LLC, Dex Media West Finance Co. and
    JPMorgan Chase Bank, N.A., as collateral agent (incorporated by
    reference to Exhibit 10.2 to Dex Media, Inc.s Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File
    No. 333-131626)10
.54

First Amendment, dated as of
    April 24, 2006, to the Amended and Restated Credit
    Agreement dated as of January 31, 2006, among Dex Media,
    Inc., Dex Media East, Inc., Dex Media East LLC, the lenders from
    time to time party thereto, JPMorgan Chase Bank, N.A., as
    administrative agent and collateral agent, and the other agents
    parties thereto (incorporated by reference to Exhibit 10.3
    to Dex Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File
    No. 333-131626)10
.55

Reaffirmation Agreement, dated as
    of April 24, 2006, among Dex Media, Inc., Dex Media East,
    Inc., Dex Media East LLC, Dex Media East Finance Co., Dex Media
    International, Inc. and JPMorgan Chase Bank, N.A., as collateral
    agent (incorporated by reference to Exhibit 10.4 to Dex
    Media, Inc.s Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    April 28, 2006, Commission File
    No. 333-131626)10
.56

Warrant Purchase Agreement, dated
    as of November 2, 2006, by and among R.H. Donnelley
    Corporation and certain investment partnerships affiliated with
    The Goldman Sachs Group, Inc. (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    November 3, 2006, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.57

Registration Rights Agreement,
    dated January 7, 2006, by and between R.H. Donnelley
    Corporation and the initial purchasers identified therein
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    February 2, 2006, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.58

Sponsor Stockholders Agreement,
    dated as of October 3, 2005, among the Company, Welsh,
    Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC
    and WD Investors LLC (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.59

Sponsor Stockholders Agreement,
    dated as of October 3, 2005, among the Company, Carlyle
    Partners III, L.P. CP III Coinvestment, L.P., Carlyle
    High Yield Partners, L.P., Carlyle Dex Partners, L.P. and
    Carlyle Dex Partners II, L.P. (incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.60

Support Agreement, dated as of
    October 3, 2005, among the Company, Welsh, Carson,
    Anderson & Stowe IX, L.P., WD GP Associates LLC and WD
    Investors LLC (incorporated by reference to Exhibit 10.3 to
    the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.61

Support Agreement, dated as of
    October 3, 2005, among the Company, Carlyle
    Partners III, L.P. CP III Coinvestment, L.P., Carlyle
    High Yield Partners, L.P., Carlyle Dex Partners, L.P. and
    Carlyle Dex Partners II, L.P. (incorporated by reference to
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.62

Stock Purchase and Support
    Agreement, dated as of October 3, 2005, among the Company
    and the stockholders listed on Schedule A attached thereto
    (incorporated by reference to Exhibit 10.5 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    October 6, 2005, Commission File No. 001-07155). This
    Agreement is no longer in effect. 88




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##### Table of Contents



Exhibit No.

Document10
.63

Closing Agreement, dated as of
    July 21, 2005, by and between the Company and the
    Commissioner of the Internal Revenue Service (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    August 3, 2005, Commission File No. 001-07155). This
    Agreement is no longer in effect.10
.64

Fifth Amendment, dated as of
    June 16, 2005, to the Credit Agreement, dated as of
    November 8, 2002, as amended and restated as of
    July 24, 2004, by and among Dex Media, Inc., Dex Media
    East, Inc., Dex Media East, LLC, JPMorgan Chase Bank, N.A., as
    administrative agent, JP Morgan Securities Inc. and Banc of
    America Securities LLC, as joint bookrunners and co-lead
    arrangers, and Bank of America N.A., Wachovia Bank, National
    Association, Lehman Commercial Paper Inc. and Deutsche Bank
    Trust Company Americas, as co-syndication agents (incorporated
    by reference to Exhibit 10.6 to Dex Media Inc.s
    Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 4, 2005, Commission File No. 001-32249). This
    Agreement is no longer in effect.10
.65

Fourth Amendment, dated as of
    June 16, 2005, to the Credit Agreement, dated as of
    September 9, 2003, as amended and restated as of
    July 27, 2004, by and among Dex Media, Inc., Dex Media
    West, Inc., Dex Media West, LLC, JPMorgan Chase Bank, N.A., as
    administrative agent, JP Morgan Securities Inc. and Banc of
    America Securities LLC, as joint bookrunners and co-lead
    arrangers, and Bank of America N.A., Wachovia Bank, National
    Association, Lehman Commercial Paper Inc. and Deutsche Bank
    Trust Company Americas, as co-syndication agents (incorporated
    by reference to Exhibit 10.5 to Dex Media Inc.s
    Quarterly Report on
    Form 10-Q,
    filed with the Securities and Exchange Commission on
    August 4, 2005, Commission File No. 001-32249). This
    Agreement is no longer in effect.14
.1*

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

Subsidiaries of the Registrant23
.1*

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

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

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2006 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, 2006 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, 2006 under
    Section 906 of the Sarbanes-Oxley Act by David C. Swanson,
    Chairman and Chief Executive Officer, and Steven M. Blondy,
    Executive Vice President and Chief Financial Officer, for R.H.
    Donnelley Corporation     *
    
    Filed herewith.^
    
    Management contract or compensatory plan.#
    
    The Company agrees to furnish supplementally a copy of any
    omitted exhibits or schedules to the Securities and Exchange
    Commission upon request. 89




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##### Table of Contents



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

Chairman of the Board and 
    Chief Executive Officer

March 13, 2007/s/  Steven
    M. Blondy(Steven
    M. Blondy)

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

March 13, 2007/s/  Jeffrey
    A. Smith(Jeffrey
    A. Smith)

Vice President and Controller 
    (Principal Accounting Officer)

March 13, 2007/s/  Michael
    P. Connors(Michael
    P. Connors)

Director

March 13, 2007/s/  Nancy
    E. Cooper(Nancy
    E. Cooper)

Director

March 13, 2007/s/  Robert
    Kamerschen(Robert
    Kamerschen)

Director

March 13, 2007/s/  Russell
    T. Lewis(Russell
    T. Lewis)

Director

March 13, 2007(Alan
    F. Schultz)

Director

March 13, 2007/s/  David
    M. Veit(David
    M. Veit)

Director

March 13, 2007/s/  Barry
    Lawson
    Williams(Barry
    Lawson Williams)

Director

March 13, 2007/s/  Edwina
    Woodbury(Edwina
    Woodbury)

Director

March 13, 2007  90




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Document10
.26^*

Deferred Compensation Plan (as
    amended and restated as of January 1, 2005)14
.1*

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

Subsidiaries of the Registrant23
.1*

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

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

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2006 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, 2006 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, 2006 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     ^
    
    Management contract or compensatory plan.*
    
    Filed herewith 91