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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009oro

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
  Dex One Corporation
 (Exact name of registrant as
    specified in its charter)
  Successor Registrant to R.H.
    DONNELLEY CORPORATION
  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 $.001 per
    share

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

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
  over-the-counter
  þ o




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##### 





TABLE OF
    CONTENTS
  PART IItem 1.

Business


1Item 1A.

Risk Factors


15Item 1B.

Unresolved Staff Comments


29Item 2.

Properties


30Item 3.

Legal Proceedings


30Item 4.

Reserved


32PART IIItem 5.

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


33Item 6.

Selected Financial Data


36Item 7.

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


38Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


88Item 8.

Financial Statements and Supplementary Data


F-1Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosures


90Item 9A.

Controls and Procedures


90Item 9B.

Other Information


91PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


92Item 11.

Executive Compensation


95Item 12.

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


119Item 13.

Certain Relationships and Related Transactions
    and Director Independence


121Item 14.

Principal Accountant Fees and Services


122PART IVItem 15.

Exhibits and Financial Statement Schedules


123Signatures


128EX-10.19EX-10.25EX-10.26EX-21.1EX-31.1EX-31.2EX-32.1




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS.  General
  Rule 12g-3 (919) 297-1600. www.DexOne.com www.DexKnows.com® www.sec.gov
      Corporate
    Overview
  ready-to-buy
  Marketing
    Products
  ready-to-buy ®
  ®
 1




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tm tm ® ®
  Marketing
    Services
  ready-to-buy
  Competitive
    Position
    
    Our owned printed and digital products:  We can
    deliver a large segment of the active buying market to local
    businesses.
    Our marketing consultants:  With our
    locally-based marketing consultants, we have a direct
    relationship with local businesses, serving as their trusted
    advisors. Our marketing consultants work closely with clients to
    first discover their business goals and marketing needs, assess
    their unique situations, and then recommend a customized,
    cost-effective set of marketing products and services to help
    their businesses grow.
    Publishing agreements with incumbent local exchange
    carriers:  Our co-branding relationships with
    incumbent local exchange carriers in our markets adds
    credibility and allows us to serve as the official
    directory provider.
    Exclusive partnership agreements:  In addition
    to our proprietary products, we have partnerships that enable
    our clients to expand the distribution of their information,
    from the major search engines to leading online and mobile local
    search solutions.
    Content:  We have unique local business
    information. Through our locally based marketing consultants and
    their relationships with local businesses, we are able to
    collect and update this content.  Filing of
    Voluntary Petitions in Chapter 11
    
    RHDI
    DonTech Holdings, LLC
    DonTech II Partnership
    R.H. Donnelley Publishing & Advertising of Illinois
    Holdings, LLC
    R.H. Donnelley Publishing & Advertising of Illinois
    Partnership
    R.H. Donnelley Publishing & Advertising, Inc.
    Get Digital Smart.com, Inc.
    R.H. Donnelley APIL, Inc.
    RHD Service LLC
    Dex Media, Inc. 2




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
    Dex Media East, Inc.
    Dex Media East LLC (Dex Media East)
    Dex Media East Finance Co.
    Dex Media West, Inc.
    Dex Media West LLC (Dex Media West)
    Dex Media West Finance Co.
    Dex Media Service LLC
    Business.com, Inc.
    Work.com, Inc.  Confirmed
    Plan of Reorganization and Emergence from the Chapter 11
    Proceedings
    debtors-in-possession In
    re R.H. Donnelley Corporation No. 09-11833
  Restructuring
    
    DonTech Holdings, LLC and R.H. Donnelley Publishing &
    Advertising of Illinois Holdings, LLC were merged into their
    sole member, RHDI;
    The DonTech II Partnership and R.H. Donnelley
    Publishing & Advertising of Illinois Partnership
    technically terminated their respective partnership agreements
    due to the loss of a second partner;
    Dex Media East Finance Co. was merged into Dex Media East;
    Dex Media West Finance Co. was merged into Dex Media West;
    Work.com, Inc. was merged into Business.com, Inc.;
    GetDigitalSmart.com, Inc. was merged into RHDI;
    Dex Media East was merged into Dex Media East, Inc. (DME
    Inc.);
    Dex Media West was merged into Dex Media West, Inc. (DMW
    Inc.); and
    R.H. Donnelley Publishing & Advertising, Inc. was
    merged into RHDI.   3




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Consummation
    of the Plan
  Distributions
    Pursuant to the Plan
    
    On the Effective Date, in accordance with the Plan, the Company
    issued the following number of shares of Dex One common stock
    (i) approximately 10.5 million shares, representing
    21.0% of total outstanding common stock, to all holders of notes
    issued by RHD; (ii) approximately 11.65 million
    shares, representing 23.3% of total outstanding common stock, to
    all holders of notes issued by Dex Media, Inc.;
    (iii) approximately 12.9 million shares, representing
    25.8% of total outstanding common stock, to all holders of notes
    issued by RHDI; (iv) approximately 6.5 million shares,
    representing 13.0% of total outstanding common stock, to all
    holders of senior notes issued by Dex Media West; and
    (v) approximately 8.45 million shares, representing
    16.9% of total outstanding common stock, to all holders of
    senior subordinated notes issued by Dex Media West.
    On the Effective Date, in accordance with the terms of the Plan,
    holders of the Dex Media West 8.5% Senior Notes due 2010
    and 5.875% Senior Notes due 2011 also received their pro
    rata share of Dex Ones $300.0 million aggregate
    principal amount of 12%/14% Senior Subordinated Notes due
    2017 (Dex One Senior Subordinated Notes).
    As of March 1, 2010, pursuant to the Plan, the Company made
    distributions in cash on account of all, or substantially all,
    of the allowed claims of general unsecured creditors. Allowed
    claims of general unsecured creditors that have not been paid as
    of March 1, 2010 will be paid during 2010.    Discharge,
    Releases, and Injunctions Pursuant to the Plan and the
    Confirmation Order
    Impact on
    Long-Term Debt Upon Emergence from the Chapter 11
    Proceedings
   4




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Segment
    Reporting
    Business
    Overview
  ready-to-buy
  ready-to-buy
  Marketing
    Products
    
    Dex published yellow pages;
    Dex published white pages;
    DexKnows.com;
    1-800-Call-Dex; and
    Business.com and Work.com.  Marketing
    Services
    Marketing
    consultation
  
    Assessment of marketing programs and advertisements;
    Message and image creation; and
    Recommendations for advertising placement.  Research
    and data
  
    Industry-specific research and information; 5




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
    Market-specific research and information; and
    In-depth understanding of how consumers search for businesses
    and what influences them to buy from one business versus another.  Tactical
    execution
  
    Search engine optimization strategies;
    Keyword implementation;
    Social strategies; and
    Tracking and reporting.  The
    Dex Advantage
  ready-to-buy
    Print
    Products and Services
  sub-section
  tm
   6




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Yellow
    Pages
      Listing options
  In-column advertising options
  Display advertising options
  White
    Pages
      Specialty/Awareness
    Products
   7




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Online
    Products and Services
  DexKnows.com
    out-of-region out-of-region
          
    Yahoo! Local Featured Listings sponsored
    listings with guaranteed placement on the first or second
    results pages for broader exposure in a specific geography or
    category.
    Yahoo! Local Enhanced Listings sponsored
    listings that offer the ability to add a detailed description of
    their business, photos, a tagline and coupons to create greater
    online visibility for businesses and enhance their appearance
    within organic results.
    Yahoo! Maps Business Listings sponsored
    listings within the context of a map-based view. The term of
    this product offering ends on March 31, 2010.
    Yahoo! Yellow Pages DexKnows.com clients are
    given a presence in the search results for Yahoo! Yellow Pages
    search. The term of this product offering ends on March 31,
    2010.    
    Basic Listings We have the rights to
    distribute an unlimited number of clients to the YPC Internet
    yellow pages website.
    Premium Listings We have the rights to sell
    enhanced YPC advertising products, for example, guaranteed
    placement
    and/or
    inclusion on the YPC Internet yellow pages website, to our
    Illinois and Northwest Indiana clients. 8




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DexNet
      
    Client Profile constructs a simple but
    content rich presence on the web for the client and is designed
    to maximize the opportunity to appear on major search engines.
    Distribution provides the clients
    information and business information to multiple local search
    platforms including YellowPages.com, Google Maps, Local.com, and
    Business.com Local.
    Paid Search develops, deploys and manages
    effective search marketing campaigns across major search
    platforms, such as Google and Yahoo!, on behalf of the client.
    Reporting provides transparent, real-time
    results, such as phone calls,
    e-mails,
    listing views, website visits, driving directions, and the total
    number of times the profile is sent to mobile. Reporting is
    accessible 24 hours a day, 7 days a week and combines
    results received from DexKnows.com and leading local search
    sites.  Business.com
  business-to-business ready-to-buy Business-to-Business
  pay-per-click
    Business
    Cycle Overview
  end-to-end
  12-month
 9




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12-month
  Sales
      sub-channels:
  Premise local marketing consultants
  Telephone local marketing consultants
  Locally centralized sales
    National
    Sales
     10




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Marketing
      Publishing
    and Information Services
  ®
  Printing
    and Distribution
        Online
    Production and Distribution
  pay-per-click
  business-to-business
 11




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




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® ®
    Raw
    Materials
    Intellectual
    Property
  ® ® ® ® ® ® ® tm ® ® tm
 13




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tm cost-per-lead
  and/or
      business-to-business
  
    improve the consumer experience on DexKnows.com;
    implement PBA on DexKnows.com; and
    implement an advertising network for DexKnows.com.    and/or
   14




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Employees
    ITEM 1A.
    RISK
    FACTORS  Forward-Looking
    Information
  Form 10-K
    Risks
    Related to Our Financial Condition and Capital
    Structure
  1) Our
    ability to meet substantial debt service
    obligations
  ,
  Tranche D-1 Tranche D-2
 15




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16




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paid-in-kind
    
    our ability to obtain additional financing on satisfactory terms
    or at all to fund working capital requirements, capital
    expenditures, acquisitions, investments, debt service
    requirements, stock and debt repurchases, dividends and other
    general corporate requirements is limited;
    our ability to borrow additional funds or refinance existing
    indebtedness may be limited;
    we are more vulnerable to general economic downturns,
    competition and industry conditions, which could place us at a
    competitive disadvantage compared to our competitors that may be
    less leveraged;
    we face increased exposure to rising interest rates as a portion
    of our debt is at variable interest rates;
    we have reduced availability of cash flow to fund working
    capital requirements, capital expenditures, acquisitions or
    other strategic initiatives, investments and other general
    corporate requirements because a substantial portion of our cash
    flow is needed to service our debt obligations;
    we have limited flexibility in planning for, or reacting to,
    changes in our business and the industry in which we operate;
    the agreements governing our debt substantially limit our
    ability to access the cash flow and value of our subsidiaries
    and, therefore, to make payments on our notes; and
    we could be subject to increased market and industry speculation
    as to our financial condition and the effect of our debt level
    and debt service obligations on our operations, which
    speculation could be disruptive to our relationships with
    clients, suppliers, employees, creditors and other third parties.    2) Restrictive
    covenants under our debt agreements
    
    incurrence of liens;
    investments (including acquisitions);
    sales of assets; 17




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
    indebtedness;
    payment of dividends;
    distributions and payments of certain indebtedness;
    sale and leaseback transactions;
    swap transactions;
    affiliate transactions;
    capital expenditures and mergers;
    liquidations; and
    consolidations.           18




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3) Variable
    rate indebtedness subjects us to interest rate
    risk
        4) Ongoing
    global credit and liquidity crisis and general economic
    factors.
  
    
    the general possibility, express threat or future occurrence of
    terrorist or other related disruptive events; or
    the United States continuing or expanded involvement in
    war, especially with respect to the major markets in which we
    operate that depend heavily upon travel, tourism or the military.  Risks
    Related to Our Business
  1) Competition
   19




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® ®
   20




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2) The
    termination or modification of one or more material Internet
    search engine, local search or portal agreements
    3) Usage
    of proprietary and partner search solutions.
      
    impair our ability to maintain or increase our advertising
    prices;
    cause businesses that purchase advertising in our yellow pages
    directories to reduce or discontinue those
    purchases; and
    discourage businesses that do not presently purchase advertising
    in our yellow pages directories from doing so in the future.     21




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4) Recognition
    of impairment charges for our intangible assets or
    goodwill
      
    Historical financial information, including revenue, profit
    margins, customer attrition data and price premiums enjoyed
    relative to competing independent publishers;
    Long-term financial projections, including, but not limited to,
    revenue trends and profit margin trends; and
    Intangible asset carrying values.     22




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23




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5) Information
    technology modernization effort and related IT
    matters
    day-to-day
  6) Impact
    of bankruptcy proceedings against Qwest, CenturyLink 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.   24




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




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26




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




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




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




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ITEM 2.
    PROPERTIES    Property Location

Approximate Square Footage


Purpose

Lease ExpirationLone Tree,
    CO(1)


143,000


Sales and Administration


2012Cary, NC


105,000


Corporate Headquarters


2015Englewood,
    CO(1)


66,000


Sales and Operations


2014Morrisville, NC
    (1)(2)


56,000


Pre-Press Publishing


2011Maple Grove,
    MN(1)


42,000


Sales and Operations


2014Bellevue,
    WA(1)


38,000


Sales and Operations


2012Overland Park, KS
    (1)(2)


35,000


Sales and Operations


2012Chicago,
    IL(2)


34,000


Sales and Operations


2013Santa Monica,
    CA(3)


29,000


Digital Sales and Operations


2011Beaverton,
    OR(1)


27,000


Sales and Operations


2013Phoenix,
    AZ(1)


26,000


Sales and Operations


2013Bristol,
    TN(2)


25,000


Graphics Operations


OwnedMurray,
    UT(1)


25,000


Sales and Operations


2011Tinley Park,
    IL(2)


21,000


Sales and Operations


2014Dunmore,
    PA(2)


20,000


Graphics Operations


2010Lombard,
    IL(2)


20,000


Sales and Operations


2012     (1)
    
    Represents facilities utilized by Dex Media, Inc., our direct
    wholly-owned subsidiary, and its direct and indirect
    subsidiaries, to conduct their operations.(2)
    
    Represents facilities utilized by R.H. Donnelley Inc., our
    direct wholly-owned subsidiary, and its direct subsidiaries, to
    conduct their operations.(3)
    
    Represents facilities utilized by Business.com, Inc., our direct
    wholly-owned subsidiary, to conduct its operations.      ITEM 3.
    LEGAL
    PROCEEDINGS  Emergence
    from Chapter 11 Proceedings
    
    R.H. Donnelley Inc. (RHDI)
    DonTech Holdings, LLC
    DonTech II Partnership
    R.H. Donnelley Publishing & Advertising of Illinois
    Holdings, LLC
    R.H. Donnelley Publishing & Advertising of Illinois
    Partnership
    R.H. Donnelley Publishing & Advertising, Inc.
    Get Digital Smart.com, Inc. 30




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
    R.H. Donnelley APIL, Inc.
    RHD Service LLC
    Dex Media, Inc.
    Dex Media East, Inc.
    Dex Media East LLC (Dex Media East)
    Dex Media East Finance Co.
    Dex Media West, Inc.
    Dex Media West LLC (Dex Media West)
    Dex Media West Finance Co.
    Dex Media Service LLC
    Business.com, Inc.
    Work.com, Inc.  debtors-in-possession In
    re R.H. Donnelley Corporation No. 09-11833
    Other
     31




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and/or
        ITEM 4.
    RESERVED 32




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    for Registrants Common Equity and Related Stockholder
    Matters
    over-the-counter over-the-counter
  2009


2008High


Low


High


Low1st Quarter

$
0.37


$
0.07


$
36.92


$
4.272nd Quarter

$
0.31


$
0.04


$
8.59


$
2.663rd Quarter

$
0.09


$
0.04


$
4.12


$
1.404th Quarter

$
0.05


$
0.01


$
2.16


$
0.18        33




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





Remaining AvailableNumber of





for Future IssuanceSecurities to Be





Under EquityIssued Upon


(b)


Compensation PlansExercise of


Weighted-Average


(ExcludingOutstanding


Exercise Price of


SecuritiesOptions, Warrants


Outstanding Options,


Reflected in ColumnPlan Category

and Rights


Warrants and Rights


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


3,313,599


$
8.02



3,971,3202001 Plan


103,574



42.05



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


600



24.75



1998 Directors Stock
    Plan(3)


5,000



19.41



2001 Partner Share
    Plan(4)


3,735



26.45



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


183,242



39.58



490,755Business.com Incentive Award
    Plans(6)


144,964



8.30



93,964Total


3,754,714


$
10.55



4,556,039     (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 Dun & Bradstreet
    Corporation (D&B) plan that was assumed at the
    time of our spin-off from D&B. The 2001 Plan replaced the
    1991 Plan and all shares available for grant under the 1991 Plan
    became available for grant under the 2001 Plan upon its approval
    by stockholders; provided, however, all options then outstanding
    remained subject to the terms and conditions of the 1991 Plan.(3)
    
    This reflects shares and options still outstanding under our
    1998 Directors Stock Plan (1998 Director
    Plan). The 2001 Plan replaced the 1998 Director Plan
    and all shares available for grant under the 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. 34




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(4)
    
    This reflects options still outstanding under our 2001 Partner
    Share Plan (2001 PS Plan), which was a broad-based
    plan covering lower level employees whose grants were made prior
    to shareholder approval of the 2001 Plan. The 2001 PS Plan
    authorized 124,750 shares for grant at its inception and
    only 3,735 shares remain outstanding. The 2001 Plan
    replaced the 2001 PS Plan and all shares available for grant
    under the 2001 PS Plan became available for grant under the 2001
    Plan upon its approval by stockholders; provided, however, all
    shares and options then outstanding remained subject to the
    terms and conditions of the 2001 PS Plan.(5)
    
    This reflects equity awards still outstanding under the acquired
    Dex Media, Inc. Incentive Award Plans, which were previously
    adopted and approved by the shareholders of Dex Media. At
    January 31, 2006, equity awards outstanding under the
    existing Dex Media, Inc. Incentive Award Plans totaled
    4.0 million and had a weighted average exercise price of
    $5.48. As a result of the Dex Media Merger, all outstanding Dex
    Media equity awards were converted to RHD equity awards on
    February 1, 2006. Upon conversion to RHD equity awards, the
    number of securities to be issued upon exercise of outstanding
    awards totaled 1.7 million shares of RHD and had a weighted
    average exercise price of $12.73 per share. The Company also
    acquired the securities remaining available for future issuance
    under the provisions of the Dex Media, Inc. Incentive Award
    Plans under the same conversion ratio. While these plans were
    approved by the stockholders of Dex Media prior to the Dex Media
    Merger, they have not been approved by our stockholders.(6)
    
    This reflects equity awards still outstanding under the acquired
    Business.com Incentive Award Plans. At August 23, 2007,
    equity awards outstanding under the existing Business.com
    Incentive Award Plans totaled 4.2 million and had a
    weighted average exercise price of $0.47. As a result of the
    Business.com Acquisition, all outstanding Business.com equity
    awards were converted to RHD equity awards on August 23,
    2007. Upon conversion to RHD equity awards, the number of
    securities to be issued upon exercise of outstanding awards
    totaled 0.2 million shares of RHD and had a weighted
    average exercise price of $10.00 per share. The Company also
    acquired the securities remaining available for future issuance
    under the provisions of the Business.com Incentive Award Plans
    under the same conversion ratio. While these plans were approved
    by the stockholders of Business.com prior to the Business.com
    Acquisition, they have not been approved by our stockholders. 35




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Years Ended December 31,2009


2008


2007(4)


2006(5)


2005(6)(In thousands, except share and per share data)Statements of Operations DataNet revenue

$
2,202,447


$
2,616,811


$
2,680,299


$
1,899,297


$
956,631Impairment
    charges(1)


(7,337,775
)


(3,870,409
)


(20,000
)






Operating income (loss)


(6,797,503
)


(3,005,717
)


904,966



442,826



375,241Gain (loss) on debt transactions,
    net(2)






265,166



(26,321
)






Reorganization items,
    net(3)


(94,768
)














Net income (loss)


(6,453,293
)


(2,298,327
)


46,859



(237,704
)


67,533Preferred dividend














1,974



11,708(Gain) loss on repurchase of preferred
    stock(7)














(31,195
)


133,681Accretion of preferred stock to redemption
    value(7)


















211,020Income (loss) available to common shareholders

$
(6,453,293
)

$
(2,298,327
)

$
46,859


$
(208,483
)

$
(288,876
)Earnings (Loss) Per ShareBasic

$
(93.67
)

$
(33.41
)

$
0.66


$
(3.14
)

$
(9.10
)Diluted

$
(93.67
)

$
(33.41
)

$
0.65


$
(3.14
)

$
(9.10
)Shares Used in Computing Earnings (Loss) Per ShareBasic


68,896



68,793



70,932



66,448



31,731Diluted


68,896



68,793



71,963



66,448



31,731Balance Sheet DataTotal
    assets(8)

$
4,498,794


$
11,880,709


$
16,089,093


$
16,147,468


$
3,873,918Long-term debt, including current
    maturities(8)


3,554,776



9,622,256



10,175,649



10,403,152



3,078,849Liabilities subject to
    compromise(8)


6,352,813















Preferred
    stock(7)


















334,149Shareholders equity
    (deficit)(8)


(6,919,048
)


(493,375
)


1,822,736



1,820,756



(291,415
)     (1)
    
    As a result of filing the Chapter 11 petitions and
    finalizing an extensive analysis associated with our emergence
    from Chapter 11, we recognized an impairment charge of
    $7.3 billion during the fourth quarter of 2009 associated
    with directory services agreements, advertiser relationships,
    third party contracts and network platforms acquired in prior
    acquisitions.As a result of the decline in the trading value of our debt and
    equity securities and the decline in our operating results, we
    recognized goodwill impairment charges of $2.5 billion and
    $660.2 million during the first and second quarters of
    2008, respectively, together totaling $3.1 billion for the
    year ended December 31, 2008. As a result of these
    impairment charges, we had no recorded goodwill at
    December 31, 2008.The Company recognized an impairment charge of
    $744.0 million during the fourth quarter of 2008 associated
    with the local and national customer relationships acquired in
    prior acquisitions. In addition, as a result of the
    Companys decision to discontinue the use of tradenames and
    technology acquired in a prior acquisition, we recognized an
    impairment charge of $2.2 million during the fourth quarter
    of 2008. Total impairment charges related to our intangible
    assets, excluding goodwill, were $746.2 million during the
    year ended December 31, 2008.During the year ended December 31, 2007, we recorded an
    intangible asset impairment charge of $20.0 million
    associated with the tradenames acquired in a prior acquisition.
    This impairment charge resulted 36




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##### Table of Contents



from a change in our branding strategy to utilize a new Dex
    market brand for all of our print and online products across our
    entire footprint and discontinued use of the tradenames acquired
    in a prior acquisition.See Item 7 Managements Discussion and Analysis
    of Financial Condition and Results of Operations 
    Impairment Charges for further discussion.(2)
    
    As a result of financing activities conducted during 2008, we
    reduced our outstanding debt by $410.0 million and recorded
    a gain of $265.2 million during the year ended
    December 31, 2008. See Item 7 Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Gain on Debt Transactions, Net for
    further discussion.During the year ended December 31, 2007, we recorded a loss
    on debt transactions of $26.3 million resulting from tender
    and redemption premium payments of $71.7 million and the
    write-off of unamortized deferred financing costs of
    $16.8 million associated with the refinancing transactions
    conducted during the fourth quarter of 2007, offset by the
    accelerated amortization of the fair value adjustment directly
    attributable to the redemption of Dex Media Easts
    outstanding 9.875% senior notes and 12.125% senior
    subordinated notes on November 26, 2007 of
    $62.2 million, which has been accounted for as an
    extinguishment of debt.(3)
    
    For the year ended December 31, 2009, the Company has
    recorded $94.8 million of net reorganization items, which
    represent charges that are directly associated with the process
    of reorganizing the business under Chapter 11 of the
    Bankruptcy Code. See Item 7 Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Reorganization Items, Net for
    further discussion.(4)
    
    Financial data for the year ended December 31, 2007
    includes the results of Business.com commencing August 23,
    2007.(5)
    
    Financial data for the year ended December 31, 2006
    includes the results of Dex Media commencing February 1,
    2006. Net revenue, operating income, net loss and loss available
    to common shareholders reflect purchase accounting adjustments
    that precluded the recognition of revenue and certain expenses
    associated with directories published by Dex Media prior to and
    in the month of the Dex Media Merger.(6)
    
    For the year ended December 31, 2005, net revenue,
    operating income, net income 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 AT&T
    Directory Business prior to and in the month of the acquisition.(7)
    
    On January 14, 2005, we repurchased 100,303 shares of
    our outstanding preferred stock from the The Goldman Sachs
    Group, Inc. (the GS Funds) for $277.2 million
    in cash. In connection with the preferred stock repurchase, we
    recorded an increase to loss available to common shareholders on
    the consolidated statement of operations of $133.7 million
    to reflect the loss on the repurchase of these shares for the
    year ended December 31, 2005. On January 27, 2006, we
    completed the GS Repurchase whereby we repurchased the remaining
    100,301 shares of our outstanding preferred stock from the
    GS Funds for $336.1 million in cash, including accrued cash
    dividends and interest. Based on the terms of the stock purchase
    agreement, the GS Repurchase became a probable event on
    October 3, 2005, requiring the recorded value of the
    preferred stock to be accreted to its redemption value of
    $334.1 million at December 31, 2005 and
    $336.1 million at January 27, 2006. The accretion to
    redemption value of $211.0 million and $2.0 million
    (which represented accrued dividends and interest) for the years
    ended December 31, 2005 and 2006, respectively, has been
    recorded as an increase to loss available to common shareholders
    on the consolidated statements of operations. In conjunction
    with the GS Repurchase, we also reversed the previously recorded
    beneficial conversion feature (BCF) related to these
    shares and recorded a decrease to loss available to common
    shareholders on the consolidated statement of operations of
    $31.2 million for the year ended December 31, 2006.(8)
    
    The significant decline in total assets and shareholders
    deficit as of December 31, 2009 and 2008 is a direct result
    of the impairment charges noted above. The significant decline
    in long-term debt, including current maturities, at
    December 31, 2009 is a direct result of our notes in
    default, which have been reclassed to liabilities subject to
    compromise on the consolidated balance sheet at
    December 31, 2009. See Item 8, Financial
    Statements and Supplementary Data  Note 3,
    Reorganization Items, Net and Liabilities Subject to
    Compromise for additional information as well as items
    included in liabilities subject to compromise on the
    consolidated balance sheet at December 31, 2009. 37




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS      Corporate
    Overview
  ready-to-buy
  Marketing
    Products
  ready-to-buy ®
  ® tm tm ® ®
  Marketing
    Services
  ready-to-buy
  Competitive
    Position
    
    Our owned printed and digital products:  We can
    deliver a large segment of the active buying market to local
    businesses. 38




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##### Table of Contents




    Our marketing consultants:  With our
    locally-based marketing consultants, we have a direct
    relationship with local businesses, serving as their trusted
    advisors. Our marketing consultants work closely with clients to
    first discover their business goals and marketing needs, assess
    their unique situations, and then recommend a customized,
    cost-effective set of marketing products and services to help
    their businesses grow.
    Publishing agreements with incumbent local exchange carriers:Our co-branding relationships with incumbent local exchange
    carriers in our markets adds credibility and allows us to serve
    as the official directory provider.
    Exclusive partnership agreements:  In addition
    to our proprietary products, we have partnerships that enable
    our clients to expand the distribution of their information,
    from the major search engines to leading online and mobile local
    search solutions.
    Content:  We have unique local business
    information. Through our locally based marketing consultants and
    their relationships with local businesses, we are able to
    collect and update this content.  Filing of
    Voluntary Petitions in Chapter 11
    
    R.H. Donnelley Inc. (RHDI)
    DonTech Holdings, LLC
    DonTech II Partnership
    R.H. Donnelley Publishing & Advertising of Illinois
    Holdings, LLC
    R.H. Donnelley Publishing & Advertising of Illinois
    Partnership
    R.H. Donnelley Publishing & Advertising, Inc.
    Get Digital Smart.com, Inc.
    R.H. Donnelley APIL, Inc.
    RHD Service LLC
    Dex Media, Inc.
    Dex Media East, Inc.
    Dex Media East LLC (Dex Media East)
    Dex Media East Finance Co.
    Dex Media West, Inc.
    Dex Media West LLC (Dex Media West)
    Dex Media West Finance Co.
    Dex Media Service LLC
    Business.com, Inc.
    Work.com, Inc.  Confirmed
    Plan of Reorganization and Emergence from the Chapter 11
    Proceedings
   39




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##### Table of Contents



debtors-in-possession In
    re R.H. Donnelley Corporation No. 09-11833
  Restructuring
    
    DonTech Holdings, LLC and R.H. Donnelley Publishing &
    Advertising of Illinois Holdings, LLC were merged into their
    sole member, RHDI;
    The DonTech II Partnership and R.H. Donnelley
    Publishing & Advertising of Illinois Partnership
    technically terminated their respective partnership agreements
    due to the loss of a second partner;
    Dex Media East Finance Co. was merged into Dex Media East;
    Dex Media West Finance Co. was merged into Dex Media West;
    Work.com, Inc. was merged into Business.com, Inc.;
    GetDigitalSmart.com, Inc. was merged into RHDI;
    Dex Media East was merged into Dex Media East, Inc. (DME
    Inc.);
    Dex Media West was merged into Dex Media West, Inc. (DMW
    Inc.); and
    R.H. Donnelley Publishing & Advertising, Inc. was
    merged into RHDI.    Consummation
    of the Plan
  Distributions
    Pursuant to the Plan
    
    On the Effective Date, in accordance with the Plan, the Company
    issued the following number of shares of Dex One common stock
    (i) approximately 10.5 million shares, representing
    21.0% of total outstanding common stock, to all holders of notes
    issued by RHD; (ii) approximately 11.65 million
    shares, representing 23.3% of total outstanding common stock, to
    all holders of notes issued by Dex Media, Inc.;
    (iii) approximately 12.9 million shares, representing
    25.8% of total outstanding common stock, to all holders of notes
    issued by RHDI; (iv) approximately 6.5 million shares,
    representing 13.0% of total outstanding common stock, to all
    holders of senior notes issued by Dex Media West; and
    (v) approximately 8.45 million shares, representing
    16.9% of total outstanding common stock, to all holders of
    senior subordinated notes issued by Dex Media West.
    On the Effective Date, in accordance with the terms of the Plan,
    holders of the Dex Media West 8.5% Senior Notes due 2010
    and 5.875% Senior Notes due 2011 also received their pro
    rata share of 40




---



##### Table of Contents



Dex Ones $300.0 million aggregate principal amount of
    12%/14% Senior Subordinated Notes due 2017 (Dex One
    Senior Subordinated Notes).  
    As of March 1, 2010, pursuant to the Plan, the Company made
    distributions in cash on account of all, or substantially all,
    of the allowed claims of general unsecured creditors. Allowed
    claims of general unsecured creditors that have not been paid as
    of March 1, 2010 will be paid during 2010.    Discharge,
    Releases, and Injunctions Pursuant to the Plan and the
    Confirmation Order
    Impact on
    Long-Term Debt Upon Emergence from the Chapter 11
    Proceedings
    Recent
    Trends Related to Our Business
     41




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##### Table of Contents



Climate
    Change
  and/or and/or and/or
  Labor
    Unions
    Accounting
    Matters Resulting from the Chapter 11 Proceedings
    Going
    Concern
  ,
 42




---



##### Table of Contents



Fresh
    Start Accounting
  Reorganizations
  Other
    Significant Financing Developments
    Description

AmountRHDITerm Loan D-1

$
13,797Term Loan D-2


54,912Revolver


8,938Dex Media WestTerm Loan A


6,971Term Loan B


50,941Revolver


4,826Dex Media EastTerm Loan A


34,176Term Loan B


20,454Revolver


4,985Total repayment

$
200,000  43




---



##### Table of Contents



30-day
  Description

AmountRHDI11.75% Senior Notes due 2015

$
24,256Dex Media, Inc.8% Senior Notes due 2013


20,0009% Senior Discount Notes due 2013


33,744Dex Media West5.875% Senior Notes due 2011


256Total interest payments

$
78,256   30-day Series A-4 (Series A-4 30-day Series A-4
    30-day Series A-4
    ( ( (
  Employee
    Retirement Savings, Pension, Retiree Health Care and Life
    Insurance Plans
    
    Effective as of December 31, 2009, the Company froze the
    Dex Media, Inc. Pension Plan covering CWA and IBEW represented
    employees. In connection with the freeze, all pension plan
    benefit accruals for CWA and IBEW plan participants will cease
    as of December 31, 2009, however, all plan balances remain
    intact and interest credits on participant account balances
    under an account balance formula, as well as service credits for
    vesting and retirement eligibility, continue in accordance with
    the terms of the plan. In addition, supplemental transition
    credits have been provided to certain plan participants 44




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##### Table of Contents



nearing retirement who would otherwise lose a portion of their
    anticipated pension benefit at age 65 as a result of freezing
    the current plan.  
    The elimination of all access to retiree health care and life
    insurance benefits for IBEW represented employees retiring after
    May 8, 2009 and for CWA represented employees retiring
    after October 2, 2009.
    The elimination of retiree life insurance benefits effective
    January 1, 2010.
    The phase out of subsidized retiree health care benefits over a
    two-year period beginning January 1, 2010.
    The elimination of retiree health care benefits for all retirees
    effective January 1, 2012.    Segment
    Reporting
    Critical
    Accounting Estimates
    Intangible
    Assets and Goodwill Valuation and Amortization
   45




---



##### Table of Contents




    Historical financial information, including revenue, profit
    margins, customer attrition data and price premiums enjoyed
    relative to competing independent publishers;
    Long-term financial projections, including, but not limited to,
    revenue trends and profit margin trends; and
    Intangible asset carrying values.       46




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##### Table of Contents



47




---



##### Table of Contents



Liabilities
    Subject to Compromise
          Income
    Taxes
  Income Taxes
   48




---



##### Table of Contents



Allowance
    for Doubtful Accounts and Sales Claims
    Pension
    Benefits
   49




---



##### Table of Contents



Discount RateJanuary 1, 2009 

June 1, 2009 May 31, 2009

December 31, 2009RHD Pension Plan


5.87
%


5.87
%Dex Media Pension Plan


5.87
%


6.87
%   Long-Term Rate of

Rate of Increase in FutureReturn on Plan Assets

CompensationRHD Pension Plan


8.00
%


Dex Media Pension Plan


8.00
%


3.66
%     Discount RateJanuary 1, 2008 

July 1, 2008 

November 1, 2008 June 30, 2008

October 31, 2008

December 31, 2008RHD Pension Plan


6.48
%


6.48
%


8.01
%Dex Media Pension Plan


6.48
%


6.82
%


8.01
%   Long-Term Rate of

Rate of Increase in FutureReturn on Plan Assets

CompensationRHD Pension Plan


8.50
%


3.66
%Dex Media Pension Plan


8.50
%


3.66
%       Stock-Based
    Compensation
   50




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##### Table of Contents



December 31, 2008

December 31, 2007Expected volatility

58.8%

23.5%Risk-free interest rate

2.8%

4.5%Expected life

5 Years

5 YearsForfeiture rate

8.0%

5.0%Dividend yield

0%

0%   Use of a Simplified Method in
    Developing Expected Term of Share Options
      Fair
    Value of Financial Instruments
    Fair Value Measurements and Disclosures
       51




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##### Table of Contents



Interest
    Rate Swaps
    Fair Value Measurements atDecember 31, 2009Using Significant OtherDescription

Observable Inputs (Level 2)Derivatives  Liabilities

$
(6,695
)     Valuation
    Techniques  Interest Rate Swaps
        Fair
    Value Control Processes  Interest Rate
    Swaps
   52




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##### Table of Contents



Benefit
    Plan Assets
    Fair Value Measurements at December 31, 2009Quoted Prices in


UsingActive Markets for


Significant OtherIdentical Assets


Observable InputsTotal


(Level 1)


(Level 2)Cash

$
1,860


$
1,860


$
U.S. Government
    securities(a)


14,755







14,755Common/collective
    trusts(b)


80,062







80,062Corporate
    debt(c)


20,879







20,879Corporate
    stock(d)


22,051



22,051



Registered investment
    companies(e)


34,036



34,036



Real estate investment
    trust(f)


198



198



Credit default swaps and
    futures(g)


394







394Total

$
174,235


$
58,145


$
116,090     (a)
    
    This category includes investments in U.S. Government bonds,
    government mortgage-backed securities, index-linked government
    bonds, guaranteed commercial paper, short-term treasury bills
    and notes. Fair value for these assets is determined using a bid
    evaluation process of observable, market based inputs effective
    as of the last business day of the plan year.(b)
    
    This category includes investments in two common/collective
    funds of which 79% is invested in stocks comprising the Russell
    1000 equity index and the remaining 21% is comprised of
    short-term investments. Fair value for these assets is
    determined based on the contract value, which is based on the
    provisions of the underlying guaranteed investment contracts.(c)
    
    This category includes investments in corporate bonds,
    commercial mortgage-backed and asset-backed securities,
    collateralized mortgage obligations and commercial paper. Fair
    value for these assets is determined using a bid evaluation
    process of observable, market based inputs effective as of the
    last business day of the plan year.(d)
    
    This category includes investments in small cap stocks of U. S.
    issuers across diverse industries. Fair value for these assets
    is determined using quoted market prices on a recognized
    securities exchange at the last reported trading price on the
    last business day of the plan year.(e)
    
    This category is comprised of two mutual funds, one that invests
    in value-oriented international stocks across diverse industries
    and one that invests in intermediate term fixed income
    instruments such as treasuries and high grade corporate bonds.
    Fair value for these assets is determined using quoted market
    prices on a recognized securities exchange at the last reported
    trading price on the last business day of the plan year.(f)
    
    This category is comprised of a healthcare real estate
    investment trust. Fair value for these assets is determined
    based on traded market prices.(g)
    
    This category includes investments in a combination of 5, 10 and
    30 year U.S. Treasury bond futures and credit default
    swaps. Fair value for these assets is determined based on either
    settlement prices, prices on a recognized securities exchange or
    a mid/bid evaluation process using observable, market based
    inputs. 53




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##### Table of Contents



Fresh
    Start Accounting
        New
    Accounting Pronouncements
  No. 08-1, Revenue Arrangements with Multiple Deliverables (EITF 08-1). EITF 08-1 No. 2009-13, Revenue Recognition EITF 08-1 605-25, EITF 00-21, Revenue Arrangements with Multiple Deliverables EITF 08-1 EITF 08-1 EITF 08-1 EITF 08-1
  105-10, Generally Accepted Accounting Principles
 54




---



##### Table of Contents



Subsequent Events
   55




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Year
    Ended December 31, 2009 compared to Year Ended
    December 31, 2008
  Net
    Revenues
    For the Years Ended December 31,2009


2008


$ Change


% Change(Amounts in millions)Gross advertising revenues

$
2,216.1


$
2,624.1


$
(408.0
)


(15.5
)%Sales claims and allowances


(43.8
)


(45.3
)


1.5



3.3Net advertising revenues


2,172.3



2,578.8



(406.5
)


(15.8
)Other revenues


30.1



38.0



(7.9
)


(20.8
)Total

$
2,202.4


$
2,616.8


$
(414.4
)


(15.8
)%            56




---



##### Table of Contents



Expenses
    For the Years Ended December 31,2009


2008


$ Change


% Change(Amounts in millions)Production and distribution expenses

$
350.7


$
418.2


$
(67.5
)


(16.1
)%Selling and support expenses


663.6



729.7



(66.1
)


(9.1
)General and administrative expenses


69.0



120.9



(51.9
)


(42.9
)Depreciation and amortization


578.8



483.3



95.5



19.8Impairment charges


7,337.8



3,870.4



3,467.4



89.6Total

$
8,999.9


$
5,622.5


$
3,377.4



60.1
%     Production
    and Distribution Expenses
    $ Change(Amountsin millions)Decreased print, paper and distribution costs

$
(28.4
)Decreased internet production and distribution costs


(24.3
)Decreased information technology (IT) expenses


(7.5
)All other, net


(7.3
)Total decrease in production and distribution expenses for the
    year ended December 31, 2009

$
(67.5
)  57




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##### Table of Contents



Selling
    and Support Expenses
    $ Change(Amountsin millions)Decreased commissions and salesperson costs

$
(53.7
)Decreased directory publishing costs


(11.7
)Decreased incentive compensation expense


(6.6
)Decreased billing, credit and collection expenses


(5.5
)Decreased occupancy costs


(4.0
)Increased advertising expenses


11.0Increased bad debt expense


8.2All other, net


(3.8
)Total decrease in selling and support expenses for the year
    ended December 31, 2009

$
(66.1
)          58




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##### Table of Contents



General
    and Administrative Expenses
    $ Change(Amountsin millions)Decrease in restructuring expenses

$
(21.5
)Increase in curtailment gains, net


(14.0
)Decrease in general corporate expenses


(11.3
)Decreased incentive compensation expense


(5.1
)Total decrease in G&A expenses for the year ended
    December 31, 2009

$
(51.9
)          59




---



##### Table of Contents



Depreciation
    and Amortization
      Impairment
    Charges
    
    Historical financial information, including revenue, profit
    margins, customer attrition data and price premiums enjoyed
    relative to competing independent publishers;
    Long-term financial projections, including, but not limited to,
    revenue trends and profit margin trends; and
    Intangible asset carrying values.     60




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##### Table of Contents



Operating
    Loss
    For the Years Ended December 31,2009

2008

$ Change

% Change(Amounts in millions)Total

$
(6,797.5
)

$
(3,005.7
)

$
(3,791.8
)


N/M   (N/M:
    Not Meaningful)
    Interest
    Expense, Net
     61




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Gain
    on Debt Transactions, Net
       62




---



##### Table of Contents



Reorganization
    Items, Net
    Year EndedDecember 31, 2009(Amounts in thousands)Professional fees

$
77,375Write-off of unamortized deferred financing costs


64,475Write-off of unamortized net premiums / discounts on long-term
    debt


34,886Write-off of debt related unamortized fair value adjustments


(78,511
)Lease rejections, abandoned property and other


(3,457
)Total reorganization items

$
94,768           Benefit
    for Income Taxes
   63




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##### Table of Contents



Forms 13-G
   64




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##### Table of Contents



Net
    Loss and Loss Per Share
      For the Years EndedDecember 31,2009


2008(Amounts in thousandsexcept per share amounts)Basic EPSNet loss

$
(6,453,293
)

$
(2,298,327
)Weighted average common shares outstanding


68,896



68,793Basic loss per share

$
(93.67
)

$
(33.41
)Diluted EPSNet loss

$
(6,453,293
)

$
(2,298,327
)Weighted average common shares outstanding


68,896



68,793Dilutive effect of stock
    awards(1)






Weighted average diluted shares outstanding


68,896



68,793Diluted loss per share

$
(93.67
)

$
(33.41
)     (1)
    
    Due to the net loss reported for the years ended
    December 31, 2009 and 2008, the effect of all stock-based
    awards was anti-dilutive and therefore is not included in the
    calculation of diluted EPS. For the years ended
    December 31, 2009 and 2008, 4.6 million shares and
    4.1 million shares, respectively, of stock-based awards had
    exercise prices that exceeded the average market price of the
    Companys common stock for the respective periods. 65




---



##### Table of Contents



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


2007


$ Change


% Change(Amounts in millions)Gross directory advertising revenues

$
2,624.1


$
2,697.3


$
(73.2
)


(2.7
)%Sales claims and allowances


(45.3
)


(54.8
)


9.5



17.3Net directory advertising revenues


2,578.8



2,642.5



(63.7
)


(2.4
)Other revenues


38.0



37.8



0.2



0.5Total

$
2,616.8


$
2,680.3


$
(63.5
)


(2.4
)%  66




---



##### Table of Contents



67




---



##### Table of Contents



Expenses
    For the Years Ended December 31,2008


2007


$ Change


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

$
418.2


$
450.3


$
(32.1
)


(7.1
)%Selling and support expenses


729.7



716.3



13.4



1.9General and administrative expenses


120.9



145.6



(24.7
)


(17.0
)Depreciation and amortization


483.3



443.1



40.2



9.1Impairment charges


3,870.4



20.0



3,850.4



N/MTotal

$
5,622.5


$
1,775.3


$
3,847.2



N/M   (N/M:
    Not Meaningful)
      Production,
    Publication and Distribution Expenses
    $ Change(Amountsin millions)Decreased print, paper and distribution costs

$
(25.3
)Decreased cost uplift expense


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


(10.6
)Increased internet production and distribution costs


15.9All other, net


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

$
(32.1
)  68




---



##### Table of Contents



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

$
57.5Increase in advertising and branding expenses


17.2Decreased commissions and salesperson costs


(27.7
)Decreased cost uplift expense


(13.6
)Decreased directory publishing support costs


(8.0
)Decrease in marketing expenses


(4.8
)Decrease in billing, credit and collection expenses


(3.2
)Decreased incentive compensation expense


(2.8
)All other, net


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

$
13.4      69




---



##### Table of Contents



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

$
(38.0
)Decrease in incentive compensation expense


(10.9
)Decrease in IT expenses


(7.6
)Increase in restructuring expenses


30.6All other, net


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

$
(24.7
)      70




---



##### Table of Contents



Depreciation
    and Amortization
      Impairment
    Charges
           71




---



##### Table of Contents



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

2007

$ Change

% Change(Amounts in millions)Total

$
(3,005.7
)

$
905.0


$
(3,910.7
)


N/M     Non-operating
    Income
    Interest
    Expense, Net
       72




---



##### Table of Contents



Gain
    (Loss) on Debt Transactions, Net
                  Benefit
    (Provision) for Income Taxes
     73




---



##### Table of Contents



74




---



##### Table of Contents



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


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

$
(2,298,327
)

$
46,859Weighted average common shares outstanding


68,793



70,932Basic earnings (loss) per share

$
(33.41
)

$
0.66Diluted EPSNet income (loss)

$
(2,298,327
)

$
46,859Weighted average common shares outstanding


68,793



70,932Dilutive effect of stock
    awards(1)






1,031Weighted average diluted shares outstanding


68,793



71,963Diluted earnings (loss) per share

$
(33.41
)

$
0.65     (1)
    
    Due to the net loss reported for the year ended
    December 31, 2008, the effect of all stock-based awards was
    anti-dilutive and therefore is not included in the calculation
    of diluted EPS. For the years ended December 31, 2008 and
    2007, 4.1 million shares and 2.6 million shares,
    respectively, of stock-based awards had exercise prices that
    exceeded the average market price of the Companys common
    stock for the respective periods.  LIQUIDITY
    AND CAPITAL RESOURCES
  Impact
    on Long-Term Debt Upon Emergence from the Chapter 11
    Proceedings
     75




---



##### Table of Contents



December 31, 2009Notes in


CreditDefault


Facilities


December 31, 2008RHD6.875% Senior Notes due 2013

$
206,791


$



$
206,7916.875%
    Series A-1
    Senior Discount Notes due 2013


320,903







301,8626.875%
    Series A-2
    Senior Discount Notes due 2013


483,365







455,2048.875%
    Series A-3
    Senior Notes due 2016


1,012,839







1,012,8398.875%
    Series A-4
    Senior Notes due 2017


1,229,760







1,229,760R.H. Donnelley Inc.Credit Facility






1,424,048



1,341,09811.75% Senior Notes due 2015


412,871







412,871Dex Media, Inc.8% Senior Notes due 2013


500,000







510,4089% Senior Discount Notes due 2013


749,857







771,488Dex Media EastCredit Facility






1,039,436



1,081,500Dex Media WestCredit Facility






1,091,292



1,080,0008.5% Senior Notes due 2010


385,000







393,8835.875% Senior Notes due 2011


8,720







8,7619.875% Senior Subordinated Notes due 2013


761,650







815,791Total RHD consolidated


6,071,756



3,554,776



9,622,256Less current portion not subject to compromise






993,528



113,566Long-term debt subject to compromise

$
6,071,756







Long-term debt not subject to compromise





$
2,561,248


$
9,508,690   Credit
    Facilities
      RHDI
      
    All Term Loans required quarterly principal and interest
    payments; 76




---



##### Table of Contents




    Interest payments were made at our option at either:  
    The highest of (i) a base rate as determined by the
    Administrative Agent, Deutsche Bank Trust Company Americas,
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and (iii) 4.0%, in each case, plus a 2.50% margin on
    the RHDI Revolver and a 2.75% margin on Term Loan D-1 and Term
    Loan D-2; or
    The higher of (i) LIBOR rate and (ii) 3.0%, in each
    case, plus a 3.50% margin on the new RHDI Revolver and a 3.75%
    margin on Term Loan D-1 and Term Loan D-2. We may elect interest
    periods of 1, 2, 3 or 6 months (or 9 or 12 months if,
    at the time of the borrowing, all lenders agree to make such
    term available), for LIBOR borrowings.  
    Term Loans D-1 and D-2 required accelerated amortization
    beginning in 2010 through final maturity in June 2011; and
    $75.0 million of the RHDI Revolver matured in December
    2009, while $100.0 million of the RHDI Revolver would have
    matured in June 2011.    
    The balances under the existing Term Loan D-1, Term Loan D-2 and
    RHDI Revolver, as well as $13.6 million associated with
    unsettled and outstanding interest rate swap liabilities, have
    been converted into a new tranche of term loans and provides for
    an initial prepayment of such loans. As of the Effective Date,
    the aggregate outstanding balance of the term loans under the
    RHDI Amended and Restated Credit Facility was
    $1,224.9 million;
    The RHDI Amended and Restated Credit Facility requires quarterly
    principal and interest payments and matures on October 24,
    2014;
    Interest payments are made at our option at either:  
    The highest (subject to a floor of 4.00%) of (i) the Prime
    Rate, (ii) the Federal Funds Effective Rate plus 0.50%, and
    (z) one month LIBOR plus 1.00% in each case, plus an
    interest rate margin for base rate loans. The interest rate
    margin for base rate loans is initially 5.25% per annum, and
    such interest rate margin adjusts pursuant to a pricing grid
    that provides for a margin equal to 5.25% per annum if
    RHDIs consolidated leverage ratio is greater than or equal
    to 4.25 to 1.00, and equal to 5.00% per annum if RHDIs
    consolidated leverage ratio is less than 4.25 to 1.00; or
    The higher of (i) LIBOR rate and (ii) 3.00%, in each
    case, plus an interest rate margin for LIBOR loans. The interest
    rate margin for LIBOR loans is initially 6.25% per annum, and
    such interest rate margin adjusts pursuant to a pricing grid
    that provides for a margin equal to 6.25% per annum if
    RHDIs consolidated leverage ratio is greater than or equal
    to 4.25 to 1.00, and equal to 6.00% per annum if RHDIs
    consolidated leverage ratio is less than 4.25 to 1.00. RHDI may
    elect interest periods of 1, 2, 3 or 6 months for LIBOR
    borrowings.  Dex
    Media East
   77




---



##### Table of Contents




    All Term Loans required quarterly principal and interest
    payments;
    Interest payments were made at our option at either:  
    The higher of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A. and
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and in each case, plus a 0.75% (or 0.50% if leverage
    ratio is less than 2 to 1) margin on the Dex Media East
    Revolver and Term Loan A and a 1.00% margin on Term Loan
    B; or
    The LIBOR rate plus a 1.75% (or 1.50% if leverage ratio is less
    than 2 to 1) margin on the Dex Media East Revolver and Term
    Loan A and a 2.00% margin on Term Loan B. We may elect interest
    periods of 1, 2, 3, or 6 months (or 9 or 12 months if,
    at the time of the borrowing, all lenders agree to make such
    term available), for LIBOR borrowings.  
    The Dex Media East Revolver and Term Loan A would have matured
    in October 2013, and the Term Loan B would have matured in
    October 2014.    
    The balances under the existing Term Loan A, Term Loan B and Dex
    Media East Revolver, as well as $26.7 million associated
    with unsettled and outstanding interest rate swap liabilities,
    have been converted into a new tranche of term loans and
    provides for an initial prepayment of such loans. As of the
    Effective Date, the aggregate outstanding balance of the term
    loans under the Dex Media East Amended and Restated Credit
    Facility was $956.2 million;
    The Dex Media East Amended and Restated Credit Facility requires
    quarterly principal and interest payments and matures on
    October 24, 2014;
    Interest payments are made at our option at either:  
    The highest of (i) the Prime Rate, (ii) the Federal
    Funds Effective Rate plus 0.50%, and (z) one month LIBOR
    plus 1.00% in each case, plus an interest rate margin for base
    rate loans. The interest rate margin for base rate loans is
    initially 1.50% per annum, and such interest rate margin adjusts
    pursuant to a pricing grid that provides for a margin equal to
    1.50% per annum if DME Inc.s consolidated leverage ratio
    is greater than or equal to 2.75 to 1.00, equal to 1.25% per
    annum if DME Inc.s consolidated leverage ratio is greater
    than or equal to 2.50 to 1.00 but less than 2.75 to 1.00 and
    equal to 1.00% per annum if DME Inc.s consolidated
    leverage ratio is less than 2.50 to 1.00; or
    The LIBOR rate plus an interest rate margin for LIBOR loans. The
    interest rate margin for LIBOR loans is initially 2.50% per
    annum, and such interest rate margin adjusts pursuant to a
    pricing grid that provides for a margin equal to 2.50% per annum
    if DME Inc.s consolidated leverage ratio is greater than
    or equal to 2.75 to 1.00, equal to 2.25% per annum if DME
    Inc.s consolidated leverage ratio is greater than or equal
    to 2.50 to 1.00 but less than 2.75 to 1.00 and equal to 2.00%
    per annum if DME Inc.s consolidated leverage ratio is less
    than 2.50 to 1.00. DME Inc. may elect interest periods of 1, 2,
    3 or 6 months for LIBOR borrowings.  Dex
    Media West
   78




---



##### Table of Contents




    All Term Loans required quarterly principal and interest
    payments;
    Interest payments were made at our option at either:  
    The highest of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A., (ii) the
    Federal Funds Effective Rate (as defined) plus 0.50%, and
    (iii) 4.0%, in each case, plus a 2.75% (or 2.50% if the
    leverage ratio is less than 3.00 to 1.00) margin on the Dex
    Media West Revolver and Term Loan A and a 3.0% margin on Term
    Loan B; or
    The higher of (i) LIBOR rate and (ii) 3.0% plus a
    3.75% (or 3.50% if the leverage ratio is less than 3.00 to 1.00)
    margin on the Dex Media West Revolver and Term Loan A and a 4.0%
    margin on Term Loan B. We may elect interest periods of 1, 2, 3,
    or 6 months (or 9 or 12 months if, at the time of the
    borrowing, all lenders agree to make such term available), for
    LIBOR borrowings.  
    The Dex Media West Revolver and Term Loan A would have matured
    in October 2013 and the Term Loan B would have matured in
    October 2014.    
    The balances under the existing Term Loan A, Term Loan B and Dex
    Media West Revolver, as well as $1.0 million associated
    with unsettled and outstanding interest rate swap liabilities,
    have been converted into a new tranche of term loans and
    provides for an initial prepayment of such loans. As of the
    Effective Date, the aggregate outstanding balance of the term
    loans under the Dex Media West Amended and Restated Credit
    Facility was $903.7 million;
    The Dex Media West Amended and Restated Credit Facility requires
    quarterly principal and interest payments and matures on
    October 24, 2014;
    Interest payments are made at our option at either:  
    The highest (subject to a floor of 4.00%) of (i) the Prime
    Rate, (ii) the Federal Funds Effective Rate plus 0.50%, and
    (z) one month LIBOR plus 1.00% in each case, plus an
    interest rate margin for base rate loans. The interest rate
    margin for base rate loans is initially 3.50% per annum, and
    such interest rate margin adjusts pursuant to a pricing grid
    that provides for a margin equal to 3.50% per annum if DMW
    Inc.s consolidated leverage ratio is greater than or equal
    to 2.75 to 1.00, equal to 3.25% per annum if DMW Inc.s
    consolidated leverage ratio is greater than or equal to 2.50 to
    1.00 but less than 2.75 to 1.00 and equal to 3.00% per annum if
    DMW Inc.s consolidated leverage ratio is less than 2.50 to
    1.00; or
    The higher of (i) LIBOR rate and (ii) 3.00%, in each
    case, plus an interest rate margin for LIBOR loans. The interest
    rate margin for LIBOR loans is initially 4.50% per annum, and
    such interest rate margin adjusts pursuant to a pricing grid
    that provides for a margin equal to 4.50% per annum if DMW
    Inc.s consolidated leverage ratio is greater than or equal
    to 2.75 to 1.00, equal to 4.25% per annum if DMW Inc.s
    consolidated leverage ratio is greater than or equal to 2.50 to
    1.00 but less than 2.75 to 1.00 and equal to 4.00% per annum if
    DMW Inc.s consolidated leverage ratio is less than 2.50 to
    1.00. DMW Inc. may elect interest periods of 1, 2, 3 or
    6 months for LIBOR borrowings. 79




---



##### Table of Contents



Notes
    Issued Upon Emergence from the Chapter 11
    Proceedings
    Dex
    One
  paid-in-kind
 80




---



##### Table of Contents



Notes
    in Default Eliminated Upon Emergence from the Chapter 11
    Proceedings
  RHD
  Series A-1 Series A-2 Series A-3 Series A-4
  Series A-4 Series A-4 Series A-4 Series A-4
    Series A-2 Series A-3 Series A-2 Series A-3 Series A-1
  RHDI
   81




---



##### Table of Contents



Dex
    Media, Inc.
        Dex
    Media West
         82




---



##### Table of Contents



Impact
    of Dex Media Merger
    Liquidity
    and Cash Flows
              Cash
    Flow Activities
    
    $(6,453.3) million in net loss, which includes the impact
    of the intangible asset impairment charges. 83




---



##### Table of Contents




    $6,423.9 million of net non-cash items consisting of the
    intangible asset impairment charges of $7,337.8 million,
    offset by $(913.9) million in deferred income taxes, which
    includes the tax impact of the intangible asset impairment
    charges.
    $789.9 million of other net non-cash items primarily
    consisting of $578.8 million of depreciation and
    amortization, $146.5 million in bad debt provision,
    $25.1 million in other non-cash items, primarily related to
    the amortization of deferred financing costs, $17.6 million
    associated with net reorganization items, $11.4 million of
    stock-based compensation expense and an increase in interest
    expense of $10.5 million associated with the change in fair
    value of our interest rate swaps.
    $171.6 million net use of cash from a decrease in deferred
    directory revenues of $226.3 million, primarily due to
    lower advertising sales, offset by a net decrease in accounts
    receivable of $54.7 million, which is comprised of a
    decrease in accounts receivable of $201.2 million, offset
    by the provision for bad debts of $146.5 million. During
    2009, the Company has experienced deterioration in its accounts
    receivable aging categories, which has been driven by weaker
    economic conditions. The change in deferred revenues and
    accounts receivable are analyzed together given the fact that
    when a directory is published, the annual billable value of that
    directory is initially deferred and unbilled accounts receivable
    are established. Each month thereafter, typically one twelfth of
    the billing value is recognized as revenues and billed to
    clients.
    $39.2 million net source of cash from a decrease in other
    assets, consisting of a $41.2 million decrease in other
    current and non-current assets, primarily relating to deferred
    commissions, print, paper and delivery costs and changes in the
    fair value of the Companys interest rate swap agreements,
    offset by a $2.0 million increase in prepaid directory
    costs resulting from publication seasonality.
    $10.2 million net source of cash from an increase in
    accounts payable and accrued liabilities, primarily resulting
    from an increase in accrued interest payable of
    $65.1 million and a $15.0 million increase in other
    accrued liabilities, offset by a $69.9 million decrease in trade
    accounts payable. These changes comprise items included in
    liabilities subject to compromise on the consolidated balance
    sheet at December 31, 2009. The source of cash from an
    increase in accounts payable and accrued liabilities is a direct
    result of filing the Chapter 11 petitions, whereby payment
    of pre-petition obligations has been delayed.
    $122.5 million decrease in other non-current liabilities
    primarily resulting from deferred taxes, the change in pension
    and postretirement long-term liabilities and the change in fair
    value of our interest rate swaps.    
    $33.4 million used to purchase fixed assets, primarily
    computer equipment, software and leasehold improvements.    
    $290.1 million in principal payments on term loans under
    our secured credit facilities.
    $361.0 million in borrowings under our revolvers. The
    Company made the borrowings under the various revolving credit
    facilities to preserve its financial flexibility in light of the
    continuing uncertainty in the global credit markets.
    $18.7 million in principal payments on our revolvers.    
    $(2,298.3) million in net loss, which includes the impact
    of the goodwill impairment charges. 84




---



##### Table of Contents




    $2,558.5 million of net non-cash items consisting of the
    impairment charges of $3,870.4 million, offset by
    $(1,311.9) million in deferred income taxes, which includes
    the tax impact of the goodwill impairment charges.
    $(265.2) million net gain on the debt transactions.
    $680.9 million of other net non-cash items primarily
    consisting of $483.3 million of depreciation and
    amortization, $138.4 million in bad debt provision, of
    which $36.4 million relates to the change in net accounts
    receivable, $29.5 million of stock-based compensation
    expense, $24.7 million of net additional interest expense
    associated with ineffective interest rate swaps and
    $5.0 million in other non-cash items, primarily consisting
    of $65.1 million related to the accretion of our discounted
    debt, $29.0 million related to the amortization of deferred
    financing costs, offset by $32.5 million associated with
    the change in fair value of our interest rate swaps,
    $38.0 million associated with the freeze on the
    Companys defined benefit plans and the elimination of the
    retiree health care and life insurance benefits and
    $17.6 million associated with the amortization of the fair
    value adjustments required by GAAP as a result of the Dex Media
    Merger, which reduced interest expense.
    $197.7 million net use of cash from a decrease in deferred
    directory revenues of $95.8 million due to lower
    advertising sales and an increase in accounts receivable of
    $101.9 million, representing the increase in accounts
    receivable net of the provision for bad debts of
    $138.3 million, due to an increase in days outstanding of
    client balances and deterioration in accounts receivable aging
    categories, which has been driven by the extension of the
    write-off policy in our Qwest markets to conform to the legacy
    RHD markets, weaker economic conditions and the transition to
    in-house billing and collection services for certain local
    clients in our Qwest markets that were previously performed by
    Qwest on our behalf. The change in deferred revenues and
    accounts receivable are analyzed together given the fact that
    when a directory is published, the annual billable value of that
    directory is initially deferred and unbilled accounts receivable
    are established. Each month thereafter, typically one twelfth of
    the billing value is recognized as revenues and billed to
    clients.
    $45.0 million net source of cash from a decrease in other
    assets, consisting of a $28.7 million decrease in prepaid
    directory costs resulting from publication seasonality as well
    as a $16.3 million decrease in other current and
    non-current assets, primarily relating to deferred commissions,
    print, paper and delivery costs and changes in the fair value of
    the Companys interest rate swap agreements.
    $25.4 million net use of cash from a decrease in accounts
    payable and accrued liabilities, primarily reflecting a
    $39.5 million decrease in trade accounts payable resulting
    from timing of invoice processing versus payment thereon and a
    $17.7 million decrease in accrued interest payable on
    outstanding debt, offset by a $31.8 million increase in
    other accrued liabilities.
    $50.9 million increase in other non-current liabilities,
    including pension and postretirement long-term liabilities.    
    $70.6 million used to purchase fixed assets, primarily
    computer equipment, software and leasehold improvements.
    $4.3 million in cash proceeds from the disposition of an
    equity investment in the fourth quarter of 2007, which were
    received in January 2008.    
    $1,017.2 million in proceeds, net of costs, from borrowings
    under our new Dex Media West credit facility, which was used to
    refinance the former Dex Media West credit facility and pay
    related fees and expenses.
    $1,281.7 million in principal payments on term loans under
    our credit facilities and notes. With regard to our credit
    facilities, $60.7 million represents scheduled principal
    payments and $1,221.0 million 85




---



##### Table of Contents



represents principal payments made on an accelerated basis, at
    our option, from proceeds received with the new Dex Media West
    credit facility and from available cash flow generated from
    operations.  
    $398.1 million in borrowings under our revolvers, used
    primarily to fund temporary working capital requirements.
    $422.1 million in principal payments on our revolvers.
    $92.1 million associated with the October 2008 Debt
    Repurchases and September 2008 Debt Repurchases.
    $10.5 million in fees associated with the issuance of the
    RHDI Senior Notes and voluntary prepayments made under the RHDI
    credit facility, which have been accounted for as non-cash
    financing activities.
    $6.1 million used to repurchase our common stock. This use
    of cash pertains to common stock repurchases made during 2007
    that settled in January 2008.
    $0.1 million in the decreased balance of checks not yet
    presented for payment.
    $0.1 million in proceeds from the exercise of employee
    stock options.  Off-Balance
    Sheet Arrangements
    Contractual
    Obligations
    Payments Due by PeriodLess than


1-3


3-5


More than 5Total


1 Year


Years


Years


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

$
3,384.8


$
165.9


$
387.5


$
2,531.4


$
300.0Interest on Long-Term
    Debt(2)


1,257.8



232.8



483.4



457.8



83.8Operating
    Leases(3)


69.1



22.1



30.9



13.6



2.5Unconditional Purchase
    Obligations(4)


107.5



35.4



69.4



2.7



Other Long-Term
    Liabilities(5)


241.6



30.0



44.4



54.5



112.7Total Contractual Obligations

$
5,060.8


$
486.2


$
1,015.6


$
3,060.0


$
499.0     (1)
    
    Included in long-term debt are principal amounts owed under the
    amended and restated credit facilities and the Dex One Senior
    Subordinated Notes, including the current portion of long-term
    debt, as of the Effective Date. As a result of our emergence
    from Chapter 11 on the Effective Date, we do not believe
    that it is meaningful to present the contractual amounts of our
    long-term debt as of December 31, 2009.(2)
    
    Interest on debt represents cash interest payment obligations
    assuming all indebtedness as of the Effective Date will be paid
    in accordance with its contractual maturity and assumes interest
    rates on variable interest debt at the Effective Date will
    remain unchanged in future periods. Please refer to
    Liquidity and Capital Resources for interest rates
    on the amended and restated credit facilities and the Dex One
    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 86




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##### Table of Contents



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 $68.3 million
    over the years 2010 through 2012. Effective January 1,
    2010, we amended and restated an Internet Yellow Pages reseller
    agreement whereby we are obligated to pay to AT&T
    $31.8 million over the years 2010 through 2012. We have
    entered into a Directory Advertisement agreement with a CMR to
    cover advertising placed with the Company by the CMR on behalf
    of Qwest. Under this agreement, we are obligated to pay the CMR
    approximately $6.5 million for commissions over the years
    2010 through 2014.(5)
    
    We have defined benefit plans covering substantially all
    employees. Our funding policy is to contribute an amount at
    least equal to the minimum legal funding requirement. Based on
    past performance and the uncertainty of the dollar amounts to be
    paid, if any, we have excluded such amounts from the above
    table. See Item 8, Financial Statements and
    Supplementary Data  Note 9, Benefit
    Plans for changes made to our defined benefit plans
    effective January 1, 2010. Those expected future benefit
    payments, including administrative expenses, net of employee
    contributions, are included in the table above. Dex One expects
    to make contributions of approximately $3.6 million and
    $2.9 million to our pension plans and postretirement plan,
    respectively, in 2010.  Subsequent
    Events
    Issuance
    of New Common Stock
    Registration
    Rights Agreement
  and/or Form 10-K
 87




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  Interest
    Rate Risk and Risk Management as of December 31,
    2009
      Effective Dates

Notional Amount


Pay Rates

Maturity Dates(Amounts in millions)February 28, 2008

$
100
(1)

3.212%

February 28, 2011March 31, 2008


100
(1)

3.50%

March 29, 2013Total

$
200     (1)
    
    Consists of one swap.            -
 88




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##### Table of Contents



Market
    Risk Sensitive Instruments
      30-day Series A-4
           89




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##### Table of Contents



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


F-2Reports of Independent Registered Public
    Accounting Firm


F-3Consolidated Balance Sheets as of
    December 31, 2009 and 2008


F-5Consolidated Statements of Operations and
    Comprehensive Income (Loss) for each of the years in the three
    year period ended December 31, 2009


F-6Consolidated Statements of Cash Flows for each of
    the years in the three year period ended December 31,
    2009


F-7Consolidated Statements of Changes in
    Shareholders Equity (Deficit) for each of the years in the
    three year period ended December 31, 2009


F-8Notes to Consolidated Financial Statements


F-9   F-1




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##### Table of Contents



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




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  The Board of
    Directors and Shareholders
         Internal Control  Integrated
    Framework
      F-3




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  The Board of
    Directors and Shareholders
                   F-4




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
 Consolidated
    Balance Sheets  December 31,


December 31,2009


2008(In thousands, except share data)ASSETSCurrent AssetsCash and cash equivalents

$
665,940


$
131,199Accounts receivableBilled


244,048



303,338Unbilled


639,577



777,684Allowance for doubtful accounts and sales claims


(57,839
)


(53,995
)Net accounts receivable


825,786



1,027,027Deferred directory costs


138,061



164,248Short-term deferred income taxes, net






97,973Prepaid expenses and other current assets


90,928



95,084Total current assets


1,720,715



1,515,531Fixed assets and computer software, net


157,272



188,695Deferred income taxes, net


399,885



Other non-current assets


62,699



167,222Intangible assets, net


2,158,223



10,009,261Total Assets

$
4,498,794


$
11,880,709LIABILITIES AND SHAREHOLDERS DEFICITCurrent Liabilities Not Subject to CompromiseAccounts payable and accrued liabilities

$
168,488


$
216,093Short-term deferred income taxes, net


108,184



Accrued interest


4,643



181,102Deferred directory revenues


848,775



1,076,271Current portion of long-term debt


993,528



113,566Total current liabilities not subject to compromise


2,123,618



1,587,032Long-term debt


2,561,248



9,508,690Deferred income taxes, net






998,071Other non-current liabilities


380,163



280,291Total liabilities not subject to compromise


5,065,029



12,374,084Liabilities subject to compromise


6,352,813



Commitments and contingenciesShareholders DeficitCommon stock, par value $1 per share, authorized 
    400,000,000 shares; issued  88,169,275 shares at
    December 31, 2009 and 2008; outstanding 
    68,955,674 shares and 68,807,446 shares at
    December 31, 2009 and December 31, 2008, respectively


88,169



88,169Additional paid-in capital


2,442,549



2,431,411Accumulated deficit


(9,137,160
)


(2,683,867
)Treasury stock, at cost, 19,213,601 shares at
    December 31, 2009 and 19,361,829 shares at
    December 31, 2008


(256,114
)


(256,277
)Accumulated other comprehensive loss


(56,492
)


(72,811
)Total shareholders deficit


(6,919,048
)


(493,375
)Total Liabilities and Shareholders Deficit

$
4,498,794


$
11,880,709    F-5




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
 Consolidated
    Statements of Operations and Comprehensive Income
    (Loss)  Years Ended December 31,2009


2008


2007(In thousands, except per share data)Net revenues

$
2,202,447


$
2,616,811


$
2,680,299Expenses:Production and distribution expenses (exclusive of depreciation
    and amortization shown separately below)


350,729



418,258



450,254Selling and support expenses


663,638



729,663



716,333General and administrative expenses


68,968



120,930



145,640Depreciation and amortization


578,840



483,268



443,106Impairment charges


7,337,775



3,870,409



20,000Total expenses


8,999,950



5,622,528



1,775,333Operating income (loss)


(6,797,503
)


(3,005,717
)


904,966Non-operating income










1,818Interest expense, net


(489,542
)


(835,472
)


(804,571
)Gain (loss) on debt transactions, net






265,166



(26,321
)Income (loss) before reorganization items, net and income taxes


(7,287,045
)


(3,576,023
)


75,892Reorganization items, net


(94,768
)






Income (loss) before income taxes


(7,381,813
)


(3,576,023
)


75,892(Provision) benefit for income taxes


928,520



1,277,696



(29,033
)Net income (loss)

$
(6,453,293
)

$
(2,298,327
)

$
46,859Earnings (loss) per shareBasic

$
(93.67
)

$
(33.41
)

$
0.66Diluted

$
(93.67
)

$
(33.41
)

$
0.65Shares used in computing earnings (loss) per shareBasic


68,896



68,793



70,932Diluted


68,896



68,793



71,963Comprehensive Income (Loss)Net income (loss)

$
(6,453,293
)

$
(2,298,327
)

$
46,859Unrealized gain (loss) on interest rate swaps, net of tax
    benefit of $ , $(4,385) and $(15,468) for the years
    ended December 31, 2009, 2008 and 2007, respectively


5,606



(5,724
)


(25,270
)Benefit plans adjustment, net of tax provision (benefit) of
    $ , $(24,902) and $5,446 for the years ended
    December 31, 2009, 2008 and 2007, respectively


10,713



(41,347
)


8,986Comprehensive income (loss)

$
(6,436,974
)

$
(2,345,398
)

$
30,575    F-6




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
 Consolidated
    Statements of Cash Flows  Years Ended December 31,2009


2008


2007(In thousands)Cash Flows from Operating ActivitiesNet income (loss)

$
(6,453,293
)

$
(2,298,327
)

$
46,859Reconciliation of net income (loss) to net cash provided by
    operating activities:Impairment charges


7,337,775



3,870,409



20,000(Gain) loss on debt transactions, net






(265,166
)


26,321Depreciation and amortization


578,840



483,268



443,106Deferred income tax provision (benefit)


(913,872
)


(1,311,892
)


8,668Provision for bad debts


146,553



138,353



80,850Stock-based compensation expense


11,393



29,509



39,017Change in fair value of interest rate swaps


10,480



24,683



3,358Other non-cash items, net


25,071



4,973



44,771Non-cash reorganization items, net


17,576







Changes in assets and liabilities, net of effects from
    acquisitions:Decrease (increase) in accounts receivable


54,688



(101,911
)


(95,787
)Decrease (increase) in other assets


39,150



45,020



(5,966
)Increase (decrease) in accounts payable and accrued liabilities


10,239



(25,403
)


66,142Decrease in deferred directory revenue


(226,307
)


(95,764
)


(26,455
)(Decrease) increase in other non-current liabilities


(122,471
)


50,942



40,925Net cash provided by operating activities


515,822



548,694



691,809Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software


(33,385
)


(70,642
)


(77,470
)Acquisitions, net of cash received










(329,102
)Equity investment disposition (investment)






4,318



(2,500
)Net cash used in investing activities


(33,385
)


(66,324
)


(409,072
)Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs










1,468,648Additional borrowings under the credit facilities, net of costs






1,017,202



1,416,822Credit facilities repayments


(290,071
)


(1,281,701
)


(1,674,095
)Note repurchases and related costs






(92,130
)


(1,398,892
)Revolver borrowings


361,000



398,100



722,550Revolver repayments


(18,749
)


(422,150
)


(781,400
)Tender, redemption and call premium payments










(71,656
)Debt issuance costs in connection with debt transactions






(10,467
)


Repurchase of common stock






(6,112
)


(89,578
)Proceeds from employee stock option exercises






95



13,412Proceeds from issuance of common stock










9,000Increase (decrease) in checks not yet presented for payment


124



(84
)


(7,721
)Net cash provided by (used in) financing activities


52,304



(397,247
)


(392,910
)Increase (decrease) in cash and cash equivalents


534,741



85,123



(110,173
)Cash and cash equivalents, beginning of year


131,199



46,076



156,249Cash and cash equivalents, end of year

$
665,940


$
131,199


$
46,076Supplemental InformationCash paid:Interest, net

$
388,112


$
746,529


$
721,505Income taxes, net

$
7,873


$
1,587


$
10,075Non-cash financing activities:Reduction of debt from Debt Exchanges

$



$
(172,804
)

$
    F-7




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
 Consolidated
    Statements of Changes in Shareholders Equity
    (Deficit)  Accumulated


TotalOther


ShareholdersCommon


Additional


Accumulated


Treasury


Comprehensive


EquityStock


Paid-in Capital


Deficit


Stock


Loss


(Deficit)(In thousands)Balance, December 31, 2006

$
88,169


$
2,341,009


$
(437,496
)

$
(161,470
)

$
(9,456
)

$
1,820,756Net income










46,859











46,859Employee stock option exercises






12,734







678







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






8,852







148







9,000Cumulative effect of FASB ASC 740 adoption










5,097











5,097Other adjustments related to compensatory stock awards






569















569Unrealized loss on interest rate swaps, net of tax


















(25,270
)


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


















8,986



8,986Compensatory stock awards






39,017















39,017Repurchase of common stock














(95,690
)






(95,690
)Balance, December 31, 2007


88,169



2,402,181



(385,540
)


(256,334
)


(25,740
)


1,822,736Net loss










(2,298,327
)










(2,298,327
)Employee stock option exercises






38







57







95Other adjustments related to compensatory stock awards






(317
)














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


















(5,724
)


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


















(41,347
)


(41,347
)Compensatory stock awards






29,509















29,509Balance, December 31, 2008


88,169



2,431,411



(2,683,867
)


(256,277
)


(72,811
)


(493,375
)Net loss










(6,453,293
)










(6,453,293
)Other adjustments related to compensatory stock awards






(255
)






163







(92
)Unrealized gain on interest rate swaps, net of tax


















5,606



5,606Benefit plans adjustment, net of tax


















10,713



10,713Compensatory stock awards






11,393















11,393Balance, December 31, 2009

$
88,169


$
2,442,549


$
(9,137,160
)

$
(256,114
)

$
(56,492
)

$
(6,919,048
)    F-8




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Tabular amounts in thousands, except per share data and
    percentages and where otherwise indicated)
  1.
    Business
    and Presentation      Corporate
    Overview
  ready-to-buy ® ® tm tm ® ®
  Filing
    of Voluntary Petitions in Chapter 11
    
    RHDI
    DonTech Holdings, LLC
    DonTech II Partnership
    R.H. Donnelley Publishing & Advertising of Illinois
    Holdings, LLC
    R.H. Donnelley Publishing & Advertising of Illinois
    Partnership
    R.H. Donnelley Publishing & Advertising, Inc.
    Get Digital Smart.com, Inc.
    R.H. Donnelley APIL, Inc. F-9




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    RHD Service LLC
    Dex Media, Inc.
    Dex Media East, Inc.
    Dex Media East LLC (Dex Media East)
    Dex Media East Finance Co.
    Dex Media West, Inc.
    Dex Media West LLC (Dex Media West)
    Dex Media West Finance Co.
    Dex Media Service LLC
    Business.com, Inc.
    Work.com, Inc.  Confirmed
    Plan of Reorganization and Emergence from the Chapter 11
    Proceedings
    debtors-in-possession In
    re R.H. Donnelley Corporation No. 09-11833
  Restructuring
    
    DonTech Holdings, LLC and R.H. Donnelley Publishing &
    Advertising of Illinois Holdings, LLC were merged into their
    sole member, RHDI;
    The DonTech II Partnership and R.H. Donnelley
    Publishing & Advertising of Illinois Partnership
    technically terminated their respective partnership agreements
    due to the loss of a second partner;
    Dex Media East Finance Co. was merged into Dex Media East;
    Dex Media West Finance Co. was merged into Dex Media West;
    Work.com, Inc. was merged into Business.com, Inc.;
    GetDigitalSmart.com, Inc. was merged into RHDI;
    Dex Media East was merged into Dex Media East, Inc. (DME
    Inc.);
    Dex Media West was merged into Dex Media West, Inc. (DMW
    Inc.); and
    R.H. Donnelley Publishing & Advertising, Inc. was
    merged into RHDI. F-10




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Consummation
    of the Plan
  Distributions
    Pursuant to the Plan
    
    On the Effective Date, in accordance with the Plan, the Company
    issued the following number of shares of Dex One common stock
    (i) approximately 10.5 million shares, representing
    21.0% of total outstanding common stock, to all holders of notes
    issued by RHD; (ii) approximately 11.65 million
    shares, representing 23.3% of total outstanding common stock, to
    all holders of notes issued by Dex Media, Inc.;
    (iii) approximately 12.9 million shares, representing
    25.8% of total outstanding common stock, to all holders of notes
    issued by RHDI; (iv) approximately 6.5 million shares,
    representing 13.0% of total outstanding common stock, to all
    holders of senior notes issued by Dex Media West; and
    (v) approximately 8.45 million shares, representing
    16.9% of total outstanding common stock, to all holders of
    senior subordinated notes issued by Dex Media West.
    On the Effective Date, in accordance with the terms of the Plan,
    holders of the Dex Media West 8.5% Senior Notes due 2010
    and 5.875% Senior Notes due 2011 also received their pro
    rata share of Dex Ones $300.0 million aggregate
    principal amount of 12%/14% Senior Subordinated Notes due
    2017 (Dex One Senior Subordinated Notes).
    As of March 1, 2010, pursuant to the Plan, the Company made
    distributions in cash on account of all, or substantially all,
    of the allowed claims of general unsecured creditors. Allowed
    claims of general unsecured creditors that have not been paid as
    of March 1, 2010 will be paid during 2010.    Discharge,
    Releases, and Injunctions Pursuant to the Plan and the
    Confirmation Order
    Impact
    on Long-Term Debt Upon Emergence from the Chapter 11
    Proceedings
   F-11




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting
    Matters Resulting from the Chapter 11
    Proceedings
        Reorganizations
   F-12




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Going
    Concern
  ,
      Fresh
    Start Accounting
    Other
    Significant Financing Developments
    Description

AmountRHDITerm Loan D-1

$
13,797Term Loan D-2


54,912Revolver


8,938Dex Media WestTerm Loan A


6,971Term Loan B


50,941Revolver


4,826Dex Media EastTerm Loan A


34,176Term Loan B


20,454Revolver


4,985Total repayment

$
200,000  F-13




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  30-day
  Description

AmountRHDI11.75% Senior Notes due 2015

$
24,256Dex Media, Inc.8% Senior Notes due 2013


20,0009% Senior Discount Notes due 2013


33,744Dex Media West5.875% Senior Notes due 2011


256Total interest payments

$
78,256   30-day Series A-4 (Series A-4 30-day Series A-4
    30-day Series A-4
      2.
    Summary
    of Significant Accounting Policies  Revenue
    Recognition
   F-14




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      605-25, Revenue Recognition  Multiple-Element
    Arrangements.
  Deferred
    Directory Costs
    Cash and
    Cash Equivalents
    Accounts
    Receivable
    Identifiable
    Intangible Assets and Goodwill
   F-15




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Technology,Directory


Local


National











NetworkServices


Customer


CMR


Third-Party


Trade


Advertising


PlatformsAgreements


Relationships


Relationships


Contract


Names


Commitment


& Other


TotalFair value:Qwest

$
989,738


$
229,807


$
50,044


$



$
490,000


$
25,000


$



$
1,784,589AT&T


151,964



90,000



10,003



















251,967CenturyLink


289,734



40,433



9,500



















339,667Business.com






1,184







4,699



18,500







17,467



41,850Total


1,431,436



361,424



69,547



4,699



508,500



25,000



17,467



2,418,073Accumulated amortization






(99,666
)


(11,267
)






(130,418
)


(8,167
)


(10,332
)


(259,850
)Net intangible assets

$
1,431,436


$
261,758


$
58,280


$
4,699


$
378,082


$
16,833


$
7,135


$
2,158,223     
    Historical financial information, including revenue, profit
    margins, customer attrition data and price premiums enjoyed
    relative to competing independent publishers;
    Long-term financial projections, including, but not limited to,
    revenue trends and profit margin trends; and
    Intangible asset carrying values.   F-16




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Directory


LocalServices


Customer


Network


Third PartyAgreements


Relationships


Platforms


Contracts


Total(In millions)Qwest

$
5,543.0


$



$



$



$
5,543.0AT&T


682.0















682.0CenturyLink


1,084.0















1,084.0Business.com






16.3



1.6



10.5



28.4Total impairment charge

$
7,309.0


$
16.3


$
1.6


$
10.5


$
7,337.4        F-17




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Technology,Directory


Local


National











NetworkServices


Customer


CMR


Third-Party


Trade


Advertising


PlatformsAgreements


Relationships


Relationships


Contract


Names


Commitment


& Other


TotalFair value:Qwest

$
7,320,000


$
229,807


$
50,044


$



$
490,000


$
25,000


$



$
8,114,851AT&T


952,500



90,000



10,003



















1,052,503CenturyLink


1,625,000



40,433



9,500



















1,674,933Business.com






16,100







49,000



18,500







19,600



103,200Total


9,897,500



376,340



69,547



49,000



508,500



25,000



19,600



10,945,487Accumulated amortization


(787,833
)


(24,181
)






(14,879
)


(97,780
)


(6,076
)


(5,477
)


(936,226
)Net intangible assets

$
9,109,667


$
352,159


$
69,547


$
34,121


$
410,720


$
18,924


$
14,123


$
10,009,261        F-18




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Local Customer


National CMR


Technology andRelationships


Relationships


Trade Names


TotalQwest

$
473,000


$
130,000


$



$
603,000AT&T






33,000







33,000CenturyLink


73,000



35,000







108,000Local Launch










2,190



2,190Total impairment charges

$
546,000


$
198,000


$
2,190


$
746,190          F-19




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       F-20




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Fixed
    Assets and Computer Software
   F-21




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Computer software

$
208,058


$
258,091Computer equipment


51,370



50,388Machinery and equipment


9,725



8,883Furniture and fixtures


18,297



20,360Leasehold improvements


37,497



35,921Buildings


1,956



1,863Construction in Process  Computer software and
    equipment


7,461



3,684Total cost


334,364



379,190Less accumulated depreciation and amortization


(177,092
)


(190,495
)Net fixed assets and computer software

$
157,272


$
188,695     2009


2008


2007Depreciation of fixed assets

$
16,789


$
17,841


$
16,649Amortization of computer software


47,481



49,503



38,181Total depreciation and amortization on fixed assets and computer
    software

$
64,270


$
67,344


$
54,830       Interest
    Expense and Deferred Financing Costs
       F-22




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Gain
    (Loss) on Debt Transactions, Net
    Term Loan Voluntary Prepayments  Fourth Quarter 2008

Par ValueTerm Loan D-1

$
9,795Term Loan D-2


45,933Total Term Loans Repaid


55,728Total Voluntary Prepayments, including fees


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


(206
)Net gain on Voluntary Prepayments

$
20,025  F-23




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Notes Repurchased  Fourth Quarter 2008

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

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


5,500Total Notes Repurchased


21,500Total Purchase Price, including fees


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


(450
)Net gain on October 2008 Debt Repurchases

$
13,602     Accreted orNotes Repurchased  Third Quarter 2008

Par Value6.875% Senior Notes due 2013

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


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


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


30,000Total Notes Repurchased


159,918Total Purchase Price, including fees


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


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

$
72,380    F-24




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accreted orPar ValueRHD Notes Exchanged  Second Quarter 20086.875% Senior Notes due 2013

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


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


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


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


264,677Total RHD Notes exchanged


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


412,871Reduction of debt from Debt Exchanges


172,804Write-off of unamortized deferred financing costs


(11,489
)Net gain on Debt Exchanges

$
161,315         Advertising
    Expense
    Concentration
    of Credit Risk
  12-month
 F-25




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Labor
    Unions
    Derivative
    Financial Instruments and Hedging Activities
  815-10-65, Derivatives and Hedging
   F-26




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               F-27




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pension
    and Postretirement Benefits
      Income
    Taxes
  Income Taxes
     F-28




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Earnings
    (Loss) Per Share
    For the Years Ended December 31,2009


2008


2007Basic EPSNet income (loss)

$
(6,453,293
)

$
(2,298,327
)

$
46,859Weighted average common shares outstanding


68,896



68,793



70,932Basic EPS

$
(93.67
)

$
(33.41
)

$
0.66Diluted EPSNet income (loss)

$
(6,453,293
)

$
(2,298,327
)

$
46,859Weighted average common shares outstanding


68,896



68,793



70,932Dilutive effect of stock awards










1,031Weighted average diluted shares outstanding


68,896



68,793



71,963Diluted EPS

$
(93.67
)

$
(33.41
)

$
0.65       Stock-Based
    Awards
     F-29




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Long-Term
    Incentive
  and/or
 F-30




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Treasury
    Stock
  Rule 10b-18 first-in,
  Fair
    Value of Financial Instruments
    Fair Value Measurements and Disclosures
       F-31




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Interest
    Rate Swaps
    Fair Value Measurements atDecember 31, 2009Using Significant OtherDescription

Observable Inputs (Level 2)Derivatives-Liabilities

$
(6,695
)     Valuation
    Techniques  Interest Rate Swaps
        Fair Value
    Control Processes  Interest Rate Swaps
   F-32




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Benefit Plan
    Assets
  715-20, Compensation  Retirement Benefits
    Estimates
    New
    Accounting Pronouncements
  No. 08-1, Revenue Arrangements with Multiple Deliverables (EITF 08-1). EITF 08-1 No. 2009-13, Revenue Recognition EITF 08-1 605-25, EITF 00-21, Revenue Arrangements with Multiple Deliverables EITF 08-1 EITF 08-1 EITF 08-1 EITF 08-1
  105-10, Generally Accepted Accounting Principles
  Subsequent Events
 F-33




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      3.
    Reorganization
    Items, Net and Liabilities Subject to Compromise  Reorganization
    Items, Net
    Year EndedDecember 31,2009Professional fees

$
77,375Write-off of unamortized deferred financing costs


64,475Write-off of unamortized net premiums / discounts on long-term
    debt


34,886Write-off of debt related unamortized fair value adjustments


(78,511
)Lease rejections, abandoned property and other


(3,457
)Total reorganization items

$
94,768           Liabilities
    Subject to Compromise
   F-34




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31, 2009Notes in default

$
6,071,756Accrued interest


241,585Tax related liabilities


28,845Accounts payable and accrued liabilities


10,627Total liabilities subject to compromise

$
6,352,813     4.
    Restructuring
    Charges         F-35




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        5.
    Long-Term
    Debt, Credit Facilities and Notes   F-36




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2009Notes in


CreditDefault


Facilities


December 31, 2008RHD6.875% Senior Notes due 2013

$
206,791


$



$
206,7916.875%
    Series A-1
    Senior Discount Notes due 2013


320,903







301,8626.875%
    Series A-2
    Senior Discount Notes due 2013


483,365







455,2048.875%
    Series A-3
    Senior Notes due 2016


1,012,839







1,012,8398.875%
    Series A-4
    Senior Notes due 2017


1,229,760







1,229,760R.H. Donnelley Inc.Credit Facility






1,424,048



1,341,09811.75% Senior Notes due 2015


412,871







412,871Dex Media, Inc.8% Senior Notes due 2013


500,000







510,4089% Senior Discount Notes due 2013


749,857







771,488Dex Media EastCredit Facility






1,039,436



1,081,500Dex Media WestCredit Facility






1,091,292



1,080,0008.5% Senior Notes due 2010


385,000







393,8835.875% Senior Notes due 2011


8,720







8,7619.875% Senior Subordinated Notes due 2013


761,650







815,791Total RHD consolidated


6,071,756



3,554,776



9,622,256Less current portion not subject to compromise






993,528



113,566Long-term debt subject to compromise

$
6,071,756







Long-term debt not subject to compromise





$
2,561,248


$
9,508,690   Credit
    Facilities
     F-37




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    RHDI
      
    All Term Loans required quarterly principal and interest
    payments;
    Interest payments were made at our option at either:  
    The highest of (i) a base rate as determined by the
    Administrative Agent, Deutsche Bank Trust Company Americas,
    (ii) the Federal Funds Effective Rate (as defined) plus
    0.50%, and (iii) 4.0%, in each case, plus a 2.50% margin on
    the RHDI Revolver and a 2.75% margin on Term Loan D-1 and Term
    Loan D-2; or
    The higher of (i) LIBOR rate and (ii) 3.0%, in each
    case, plus a 3.50% margin on the new RHDI Revolver and a 3.75%
    margin on Term Loan D-1 and Term Loan D-2. We may elect interest
    periods of 1, 2, 3 or 6 months (or 9 or 12 months if,
    at the time of the borrowing, all lenders agree to make such
    term available), for LIBOR borrowings.  
    Term Loans D-1 and D-2 required accelerated amortization
    beginning in 2010 through final maturity in June 2011; and
    $75.0 million of the RHDI Revolver matured in December
    2009, while $100.0 million of the RHDI Revolver would have
    matured in June 2011.  Dex Media
    East
      
    All Term Loans required quarterly principal and interest
    payments;
    Interest payments were made at our option at either:  
    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 F-38




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  0.75% (or 0.50% if leverage ratio is less than 2 to
    1) margin on the Dex Media East Revolver and Term Loan A
    and a 1.00% margin on Term Loan B; or  
    The LIBOR rate plus a 1.75% (or 1.50% if leverage ratio is less
    than 2 to 1) margin on the Dex Media East Revolver and Term
    Loan A and a 2.00% margin on Term Loan B. We may elect interest
    periods of 1, 2, 3, or 6 months (or 9 or 12 months if,
    at the time of the borrowing, all lenders agree to make such
    term available), for LIBOR borrowings.  
    The Dex Media East Revolver and Term Loan A would have matured
    in October 2013, and the Term Loan B would have matured in
    October 2014.  Dex Media
    West
      
    All Term Loans required quarterly principal and interest
    payments;
    Interest payments were made at our option at either:  
    The highest of (i) the base rate determined by the
    Administrative Agent, JP Morgan Chase Bank, N.A., (ii) the
    Federal Funds Effective Rate (as defined) plus 0.50%, and
    (iii) 4.0%, in each case, plus a 2.75% (or 2.50% if the
    leverage ratio is less than 3.00 to 1.00) margin on the Dex
    Media West Revolver and Term Loan A and a 3.0% margin on Term
    Loan B; or
    The higher of (i) LIBOR rate and (ii) 3.0% plus a
    3.75% (or 3.50% if the leverage ratio is less than 3.00 to 1.00)
    margin on the Dex Media West Revolver and Term Loan A and a 4.0%
    margin on Term Loan B. We may elect interest periods of 1, 2, 3,
    or 6 months (or 9 or 12 months if, at the time of the
    borrowing, all lenders agree to make such term available), for
    LIBOR borrowings.  
    The Dex Media West Revolver and Term Loan A would have matured
    in October 2013 and the Term Loan B would have matured in
    October 2014.  Notes
    in Default Eliminated Upon Emergence from the Chapter 11
    Proceedings
   F-39




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  RHD
  Series A-1 Series A-2 Series A-3 Series A-4
  Series A-4 Series A-4 Series A-4 Series A-4
  Series A-4
  Redemption Year

Price2012


104.438
%2013


102.958
%2014


101.479
%2015 and thereafter


100.000
%       Redemption Year

Price2009


103.438
%2010


101.719
%2011 and thereafter


100.000
%   Series A-2 Series A-3 Series A-2 Series A-3 Series A-1
 F-40




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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

Price2012


105.875
%2013


102.938
%2014 and thereafter


100.000
%   Dex
    Media, Inc.
     F-41




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Redemption Year

Price2009


102.667
%2010


101.333
%2011 and thereafter


100.000
%       Redemption Year

Price2009


103.000
%2010


101.500
%2011 and thereafter


100.000
%   Dex Media
    West
        Redemption Year

Price2009 and thereafter


100.000
%    F-42




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Redemption Year

Price2009


101.469
%2010 and thereafter


100.000
%       Redemption Year

Price2009


103.292
%2010


101.646
%2011 and thereafter


100.000
%     2010

$
165,9492011


175,3442012


212,1312013


222,0782014


2,309,323Thereafter


300,000Total

$
3,384,825   Impact of
    Dex Media Merger
   F-43




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Derivative
    Financial Instruments    Effective Dates

Notional Amount


Pay Rates

Maturity Dates(Amounts in millions)February 28, 2008

$
100
(1)

3.212%

February 28, 2011March 31, 2008


100
(1)

3.50%

March 29, 2013Total

$
200     (1)
    
    Consists of one swap.        Year Ended December 31, 2009(Gain) Loss Recognized in


(Gain) Loss RecognizedInterest Expense From the


in Accumulated OtherFair Value Measurements


Change in Fair Value of


Comprehensive Loss Fromat December 31, 2009


Interest Rate Swaps


Effective Interest Rate SwapsAccounts Payable and Accrued Liabilities

$
(5,043
)

$
16,798


$
4,480Other Non-Current Liabilities


(1,652
)


(12,260
)


(8,166
)Total Liabilities

$
(6,695
)

$
4,538


$
(3,686
)     7.
    Income
    Taxes   F-44




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009


2008


2007Current benefit (provision)U.S. Federal

$
2,875


$
(23,900
)

$
(11,839
)State and local


11,773



(10,295
)


(8,526
)Total current benefit (provision)


14,648



(34,195
)


(20,365
)Deferred benefit (provision)U.S. Federal


780,678



1,152,636



(15,712
)State and local


133,194



159,255



7,044Total deferred benefit (provision)


913,872



1,311,891



(8,668
)Benefit (provision) for income taxes

$
928,520


$
1,277,696


$
(29,033
)     2009


2008


2007Income (loss) before income taxes

$
(7,381,813
)

$
(3,576,023
)

$
75,892Statutory U.S. Federal tax rate


35.0
%


35.0
%


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


3.3



2.9



(9.1
)Non-deductible goodwill impairment charge






(3.6
)


Non-deductible expense


(0.2
)






0.9Change in valuation allowance


(20.7
)


0.1



10.2Section 382 limitation


(4.5
)






Other


(0.3
)


1.3



1.3Effective tax rate


12.6
%


35.7
%


38.3
%  F-45




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Deferred income tax assetsAllowance for doubtful accounts

$
22,303


$
20,879Deferred and other compensation


33,364



49,241Deferred directory revenue and costs


23,598



58,571Deferred financing costs


45,411



13,366Capital investments


6,220



6,152Debt and other interest


12,098



56,257Pension and other retirement benefits


29,915



63,383Restructuring reserves






4,904Net operating loss and credit carryforwards


532,222



242,495Goodwill and intangible assets


1,246,106



Other


37,760



12,001Total deferred tax assets


1,988,997



527,249Valuation allowance


(1,531,905
)


(9,252
)Net deferred tax assets

$
457,092


$
517,997Deferred income tax liabilitiesFixed assets and capitalized software

$
28,321


$
34,276Purchased goodwill and intangible assets






1,383,635Debt and other interest


135,610



Restructuring reserves


967



Other


493



184Total deferred tax liabilities


165,391



1,418,095Net deferred tax asset (liability)

$
291,701


$
(900,098
)        F-46




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             F-47




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Balance at December 31, 2008

$
32,637Gross additions for tax positions related to the current year


277,740Gross reductions for tax positions related to the current year


(9,929
)Settlements


(2,447
)Balance at December 31, 2009

$
298,001         Forms 13-G
 F-48




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          8.
    Stock
    Incentive Plans       F-49




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2008

December 31, 2007Expected volatility

58.8%

23.5%Risk-free interest rate

2.8%

4.5%Expected life

5 Years

5 YearsDividend yield

0%

0%   Use of a Simplified Method in
    Developing Expected Term of Share Options
      Weighted Average


AggregateExercise/Grant


IntrinsicShares


Price per Share


ValueAwards outstanding, January 1, 2009


4,931,261


$
15.70


$
Granted










Exercises










Forfeitures


(1,176,547
)


32.14



Awards outstanding, December 31, 2009


3,754,714


$
10.55


$
Available for future grants at December 31,
    2009(1)


4,556,039     (1)
    
    Shares available for future grants at December 31, 2009
    were cancelled upon emergence from Chapter 11 and pursuant
    to the Plan. See Note 16, Subsequent Events for
    information regarding Dex Ones new EIP.   F-50




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock Awards Outstanding



Stock Awards ExercisableWeighted Average









Weighted AverageRange of




Remaining


Weighted Average






Remaining


Weighted AverageExercise/Grant




Contractual Life


Exercise/Grant






Contractual Life


Exercise/GrantPrices

Shares


(In Years)


Price Per Share



Shares


(In Years)


Price Per Share$0.22  $7.11


3,233,445



5.36


$
4.79




1,130,500



5.40


$
4.69$10.78  $14.75


91,277



3.30



10.78




91,277



3.30



10.78$15.22  $19.41


57,210



6.69



18.32




39,420



6.42



18.37$24.75  $29.59


18,835



0.73



28.39




18,835



0.73



28.39$30.11  $39.21


18,373



3.64



34.05




10,573



2.63



32.27$41.10  $43.85


56,387



1.34



41.33




56,387



1.34



41.33$46.06  $55.25


18,375



2.25



50.78




18,375



2.25



50.78$56.03  $66.23


156,676



2.93



63.06




150,157



2.85



63.37$70.44  $80.68


104,136



4.21



74.72




64,908



4.17



74.793,754,714



5.09


$
10.55




1,580,432



4.75


$
16.14       Weighted AverageNon-vested


Grant Date


Non-Vested


Weighted AverageStock Options


Exercise Price


Restricted


Grant Date Fairand SARs


per Award


Stock


Value per AwardNon-vested at January 1, 2009


3,416,837


$
7.45



709,529


$
10.81Granted














Vested


(786,915
)


6.04



(177,725
)


28.06Forfeitures


(455,640
)


15.23



(10,589
)


30.09Non-vested at December 31, 2009


2,174,282


$
6.48



521,215


$
4.52        F-51




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 F-52




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    Benefit
    Plans    
    Effective as of December 31, 2009, the Company froze the
    Dex Media, Inc. Pension Plan covering CWA and IBEW represented
    employees. In connection with the freeze, all pension plan
    benefit accruals for CWA and IBEW plan participants will cease
    as of December 31, 2009, however, all plan balances remain
    intact and interest credits on participant account balances
    under an account balance formula, as well as service credits for
    vesting and retirement eligibility, continue in accordance with
    the terms of the plan. In addition, supplemental transition
    credits have been provided to certain plan participants nearing
    retirement who would otherwise lose a portion of their
    anticipated pension benefit at age 65 as a result of freezing
    the current plan.
    The elimination of all access to retiree health care and life
    insurance benefits for IBEW represented employees retiring after
    May 8, 2009 and for CWA represented employees retiring
    after October 2, 2009.
    The elimination of retiree life insurance benefits effective
    January 1, 2010.
    The phase out of subsidized retiree health care benefits over a
    two-year period beginning January 1, 2010.
    The elimination of retiree health care benefits for all retirees
    effective January 1, 2012.   F-53




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           F-54




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    RHD Pension Plan.
    Dex Media Pension Plan.
  RHD, Dex Media and Business.com Savings
    Plans.
 F-55




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Benefit
    Obligation and Funded Status
    Pension Plans


Postretirement Plans2009


2008


2009


2008Change in benefit obligationBenefit obligation, beginning of year

$
278,290


$
300,692


$
55,282


$
95,899Transfer of Supplemental Executive Retirement Plan liability


6,228











Service cost


4,394



12,736



647



1,621Interest cost


14,481



18,416



2,608



5,632Plan participant contributions














325Amendments














432Actuarial loss (gain)


2,203



10,049



(4,253
)


(6,825
)Curtailment gain


(4,162
)


(13,615
)


(46,704
)


(36,907
)Benefits paid


(9,559
)


(8,746
)


(4,122
)


(4,895
)Plan settlements


(42,271
)


(41,242
)






Benefit obligation, end of year

$
249,604


$
278,290


$
3,458


$
55,282Change in plan assetsFair value of plan assets, beginning of year

$
148,115


$
242,897


$



$
Return on plan assets


27,362



(60,127
)






Employer contributions


49,984



15,333



4,122



4,570Plan participant contributions














325Benefits paid


(8,955
)


(8,746
)


(4,122
)


(4,895
)Plan settlements


(42,271
)


(41,242
)






Fair value of plan assets, end of year

$
174,235


$
148,115


$



$
Funded status at end of year

$
(75,369
)

$
(130,175
)

$
(3,458
)

$
(55,282
)     Pension Plans


Postretirement Plans2009


2008


2009


2008Current liabilities

$
(275
)

$
(461
)

$
(2,848
)

$
(6,143
)Non-current liabilities


(75,094
)


(129,714
)


(610
)


(49,139
)Net amount recognized

$
(75,369
)

$
(130,175
)

$
(3,458
)

$
(55,282
)  F-56




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009

2008Projected benefit obligation

$
4,988


$
4,685Accumulated benefit obligation

$
4,988


$
4,685   Components
    of Net Periodic Benefit Expense
    2009


2008


2007Service cost

$
4,394


$
12,736


$
14,209Interest cost


14,481



18,416



17,741Expected return on plan assets


(17, 899
)


(19,719
)


(19,314
)Amortization of unrecognized prior service cost


975



163



152Settlement loss (gain)


6,083



3,504



(1,543
)Other adjustment










(6
)Curtailment loss






1,590



Amortization of unrecognized net (gain) loss


(190
)


373



1,586Net periodic benefit expense

$
7,844


$
17,063


$
12,825     2009


2008


2007Service cost

$
647


$
1,621


$
2,005Interest cost


2,608



5,632



5,325Other adjustment










(6
)Amortization of unrecognized prior service (credit) cost


(6
)


(6
)


856Curtailment gain


(52,019
)


(39,588
)


Amortization of unrecognized net (gain) loss


(608
)


524



63Net periodic benefit (income) expense

$
(49,378
)

$
(31,817
)

$
8,243     PensionPlans

Postretirement PlansPreviously unrecognized actuarial (gain) loss expected to be
    recognized in 2010

$
1,457


$
(255
)Previously unrecognized prior service cost expected to be
    recognized in 2010

$
975



  F-57




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Pension Plans

Postretirement Plans2009

2008

2009

2008Net actuarial (gain) loss

$
(11,422
)

$
83,311


$
(5,885
)

$
(1,886
)Prior service (credit)

$



$



$
(45
)

$
(45
)   Assumptions
    2009

2008Weighted average discount rate


5.72
%


5.87
%Rate of increase in future compensation






3.66
%          F-58




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    November 1, 2008

January 1, 2008through

throughDecember 31,

October 31,2009

2008

2008

2007Weighted average discount rate


5.87
%


8.01
%


6.48
%


5.90
%Rate of increase in future compensation






3.66
%


3.66
%


3.66
%Expected return on plan assets


8.00
%


8.50
%


8.50
%


8.25
%     June 1, 2009


January 1, 2009


November 1,


July 1,


January 1,through


through


2008 through


2008 through


2008 throughDecember 31,


May 31,


December 31,


October 31,


June 30,2009


2009


2008


2008


2008


2007Weighted average discount rate


6.87
%


5.87
%


8.01
%


6.82
%


6.48
%


5.90
%Rate of increase in future compensation


3.66
%


3.66
%


3.66
%


3.66
%


3.66
%


3.66
%Expected return on plan assets


8.00
%


8.00
%


8.50
%


8.50
%


8.50
%


8.50
%       2009

2008Healthcare cost trend rate assumed for next yearUnder 65


9.4
%


10.0%-10.4%65 and older


9.4
%


11.4%-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


2015



2014-2015  F-59




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Healthcare cost trend rate assumed for next yearUnder 65


9.4
%


9.4%-10.0%65 and older


9.4
%


10.4%-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


2015



2014-2015   Plan
    Assets
    Fair Value Measurements at December 31, 2009Quoted Prices in


UsingActive Markets for


Significant OtherIdentical Assets


Observable InputsTotal


(Level 1)


(Level 2)Cash

$
1,860


$
1,860


$
U.S. Government
    securities(a)


14,755







14,755Common/collective
    trusts(b)


80,062







80,062Corporate
    debt(c)


20,879







20,879Corporate
    stock(d)


22,051



22,051



Registered investment
    companies(e)


34,036



34,036



Real estate investment
    trust(f)


198



198



Credit default swaps and
    futures(g)


394







394Total

$
174,235


$
58,145


$
116,090     (a)
    
    This category includes investments in U.S. Government bonds,
    government mortgage-backed securities, index-linked government
    bonds, guaranteed commercial paper, short-term treasury bills
    and notes. Fair value for these assets is determined using a bid
    evaluation process of observable, market based inputs effective
    as of the last business day of the plan year.(b)
    
    This category includes investments in two common/collective
    funds of which 79% is invested in stocks comprising the Russell
    1000 equity index and the remaining 21% is comprised of
    short-term investments. Fair value for these assets is
    determined based on the contract value, which is based on the
    provisions of the underlying guaranteed investment contracts.(c)
    
    This category includes investments in corporate bonds,
    commercial mortgage-backed and asset-backed securities,
    collateralized mortgage obligations and commercial paper. Fair
    value for these assets is determined using a bid evaluation
    process of observable, market based inputs effective as of the
    last business day of the plan year. F-60




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (d)
    
    This category includes investments in small cap stocks of U. S.
    issuers across diverse industries. Fair value for these assets
    is determined using quoted market prices on a recognized
    securities exchange at the last reported trading price on the
    last business day of the plan year.(e)
    
    This category is comprised of two mutual funds, one that invests
    in value-oriented international stocks across diverse industries
    and one that invests in intermediate term fixed income
    instruments such as treasuries and high grade corporate bonds.
    Fair value for these assets is determined using quoted market
    prices on a recognized securities exchange at the last reported
    trading price on the last business day of the plan year.(f)
    
    This category is comprised of a healthcare real estate
    investment trust. Fair value for these assets is determined
    based on traded market prices.(g)
    
    This category includes investments in a combination of 5, 10 and
    30 year U.S. Treasury bond futures and credit default
    swaps. Fair value for these assets is determined based on either
    settlement prices, prices on a recognized securities exchange or
    a mid/bid evaluation process using observable, market based
    inputs.    Master TrustPlan Assets at


AssetDecember 31,


Allocation2009


TargetEquity securities


60
%


65
%Debt securities


40
%


35
%Total


100
%


100
%     RHD Plan


Dex Media PlanPlan Assets at


Asset


Plan Assets at


AssetDecember 31,


Allocation


December 31,


Allocation2008


Target


2008


TargetEquity securities


55
%


65
%


58
%


65
%Debt securities


45
%


35
%


42
%


35
%Total


100
%


100
%


100
%


100
%        F-61




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           F-62




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Estimated
    Future Benefit Payments
    Pension

PostretirementPlans

Plans2010

$
27,167


$
2,8562011


21,535



1,2202012


21,6062013


21,8352014


32,685Years
    2015-2019


112,728     10.
    Commitments    2010

$
22,1302011


17,7072012


13,1442013


6,9822014


6,607Thereafter


2,556Total

$
69,126     11.
    Legal
    Proceedings     F-63




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
        12.
    Business
    Segments    13.
    R.H.
    Donnelley Corporation (Parent Company) Financial
    Statements     F-64




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  R.H.
    Donnelley Corporation
  Condensed
    Parent Company Balance Sheets
  December 31,2009


2008AssetsCash and cash equivalents

$
5,007


$
948Intercompany, net


109,102



350,490Intercompany loan receivable


5,000



Prepaid and other current assets


8,055



6,964Total current assets


127,164



358,402Investment in subsidiaries






2,098,154Fixed assets and computer software, net


5,990



7,844Deferred income taxes, net


71,878



Other non-current assets






65,651Intercompany note receivable


300,000



300,000Total assets

$
505,032


$
2,830,051Liabilities and Shareholders DeficitAccounts payable, accrued liabilities and other

$
80,061


$
7,978Accrued interest






97,025Total current liabilities not subject to compromise


80,061



105,003Long-term debt






3,206,456Deficit in subsidiaries


3,950,031



Deferred income taxes, net






2,928Other non-current liabilities


8,232



9,039Total liabilities not subject to compromise


4,038,324



3,323,426Liabilities subject to compromise


3,385,756



Shareholders deficit


(6,919,048
)


(493,375
)Total liabilities and shareholders deficit

$
505,032


$
2,830,051  F-65




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  R.H.
    Donnelley Corporation
  Condensed
    Parent Company Statements of Operations
  For the Years Ended December 31,2009


2008


2007Expenses

$
21,631


$
18,490


$
19,678Partnership and equity income (loss)


(7,155,397
)


(3,521,790
)


338,606Operating income (loss)


(7,177,028
)


(3,540,280
)


318,928Interest expense, net


(106,034
)


(297,119
)


(244,854
)Gain on debt transactions, net






247,297



Other income










1,818Income (loss) before reorganization items, net and income taxes


(7,283,062
)


(3,590,102
)


75,892Reorganization items, net


(98,751
)






Income (loss) before income taxes


(7,381,813
)


(3,590,102
)


75,892(Provision) benefit for income taxes


928,520



1,291,775



(29,033
)Net income (loss)

$
(6,453,293
)

$
(2,298,327
)

$
46,859  F-66




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  R.H.
    Donnelley Corporation
  Condensed
    Parent Company Statements of Cash Flows
  For the Years Ended December 31,2009


2008


2007Cash flow from operating activities

$
(118,814
)

$
(306,471
)

$
(220,262
)Cash flow from investing activities:Additions to fixed assets and computer software


(1,705
)


(1,391
)


(4,095
)Intercompany loan


(5,000
)






Acquisitions, net of cash received










(336,925
)Equity investment disposition






4,318



Net cash provided by (used in) investing activities


(6,705
)


2,927



(341,020
)Cash flow from financing activities:Proceeds from issuance of debt, net of costs










1,468,648Borrowings under credit facility










328,000Credit facility repayments










(328,000
)Note repurchases and related costs






(92,130
)


Increase (decrease) in checks not yet presented for payment


(22
)


1,131



(408
)Proceeds from employee stock option exercises






95



13,412Debt issuance costs in connection with debt transactions






(433
)


Proceeds from the issuance of common stock










9,000Repurchase of common stock






(6,112
)


(89,578
)Excess tax benefits from the exercise of stock options






(1,059
)


Intercompany investments










(907,735
)Intercompany debt










(300,000
)Dividends from subsidiaries


129,600



384,100



264,278Net cash provided by financing activities


129,578



285,592



457,617Change in cash


4,059



(17,952
)


(103,665
)Cash at beginning of year


948



18,900



122,565Cash at end of year

$
5,007


$
948


$
18,900  F-67




---



##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   14.
    Valuation
    and Qualifying Accounts  Net Additionto Allowances

Net AdditionsBalance at

from

Charged To

Write-offs

Balance atBeginning of

Business.com

Revenue

and Other

End ofPeriod

Acquisition

and Expense

Deductions

PeriodAllowance for Doubtful Accounts and Sales ClaimsFor the year ended December 31, 2009

$
53,995







190,314



(186,470
)

$
57,839For the year ended December 31, 2008

$
42,817







183,658



(172,480
)

$
53,995For the year ended December 31, 2007

$
42,952



449



135,726



(136,310
)

$
42,817Deferred Income Tax Asset Valuation AllowanceFor the year ended December 31, 2009

$
9,252







1,522,653






$
1,531,905For the year ended December 31, 2008

$
13,726











(4,474
)

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

$
5,978







7,748






$
13,726   15.
    Quarterly
    Information (unaudited)  Three Months EndedMarch 31

June 30

September 30

December 312009Net revenues

$
601,986


$
565,628


$
533,990


$
500,843Impairment
    charges(1)














(7,337,775
)Operating income (loss)


163,644



143,858



116,506



(7,221,511
)Reorganization items,
    net(2)






(70,781
)


(7,107
)


(16,880
)(Provision) benefit for income taxes


(366,019
)


12,910



(21,925
)


1,303,554Net income (loss)

$
(401,210
)

$
(75,482
)

$
23,930


$
(6,000,531
)Basic and diluted earnings (loss) per share

$
(5.83
)

$
(1.10
)

$
0.35


$
(87.05
)   Three Months EndedMarch 31

June 30

September 30

December 312008Net revenues

$
674,654


$
663,750


$
647,984


$
630,423Impairment
    charges(1)


(2,463,615
)


(660,239
)






(746,555
)Operating income (loss)


(2,237,606
)


(425,186
)


185,901



(528,826
)Gain on debt transactions,
    net(3)






161,315



70,224



33,627(Provision) benefit for income
    taxes(4)


810,369



161,352



(31,949
)


337,924Net income (loss)

$
(1,623,111
)

$
(338,904
)

$
26,083


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

$
(23.60
)

$
(4.93
)

$
0.38


$
(5.27
)Diluted earnings (loss) per share

$
(23.60
)

$
(4.93
)

$
0.38


$
(5.27
)     (1)
    
    We recognized an impairment charge of $7.3 billion during
    the fourth quarter of 2009 associated with directory services
    agreements, advertiser relationships, third party contracts and
    network platforms acquired in prior acquisitions. We recognized
    goodwill impairment charges of $2.5 billion and
    $660.2 million during the first and second quarters of
    2008, respectively. During the fourth quarter of 2008, we
    recognized an impairment charge of $746.2 million
    associated with certain local and national customer F-68




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R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  relationships and tradenames and technology acquired in prior
    acquisitions. During the fourth quarter of 2008, we also retired
    certain computer software fixed assets, which resulted in an
    impairment charge of $0.4 million. See Note 2,
    Summary of Significant Accounting Policies 
    Identifiable Intangible Assets and Goodwill for further
    discussion.(2)
    
    Reorganization items, net represent charges that are directly
    associated with the process of reorganizing the business under
    Chapter 11 of the Bankruptcy Code. See Note 3,
    Reorganization Items, Net and Liabilities Subject to
    Compromise for further discussion.(3)
    
    See Note 2, Summary of Significant Accounting
    Policies  Gain (Loss) on Debt Transactions, Net
    for details regarding these debt transactions and the related
    accounting treatment.(4)
    
    The fourth quarter 2008 income tax benefit includes an income
    tax benefit of $20.3 million from correcting overstated
    income tax expense in fiscal years 2004 through 2007. We have
    evaluated the materiality of this correction and concluded it
    was not material to current or prior year financial statements.
    Accordingly we recorded this correction during the fourth
    quarter of 2008.  16.
    Subsequent
    Events  Reorganization
    and Fresh Start Accounting Pro Forma Adjustments
    (Unaudited)
    Materiality,
  Business
    Combinations
 F-69




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       F-70




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R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  R.H.
    Donnelley Corporation
    Pro Forma Reorganized Condensed Consolidated Balance Sheet
    As of December 31, 2009
    (Unaudited)
  December 31, 2009Predecessor


Reorganization


Fresh Start


Pro FormaCompany


Adjustments(1)


Adjustments(2)


Reorganized(In thousands)AssetsCurrent AssetsCash and cash equivalents

$
665,940


$
(540,940
)(3)

$



$
125,000Net accounts receivable


825,786







(50,446
)(2)


775,340Deferred directory costs


138,061







(121,994
)(2)


16,067Prepaid expenses and other current assets


90,928



(1,230
)(8)


(5,100
)(2)


84,598Total current assets


1,720,715



(542,170
)


(177,540
)


1,001,005Fixed assets and computer software, net


157,272







31,859
(2)


189,131Other non-current assets


62,699







(59,287
)(9)


3,412Deferred income taxes, net


399,885







(399,885
)(2)


Intangible assets, net


2,158,223







425,777
(2)


2,584,000Goodwill










1,908,468
(2)


1,908,468Total Assets

$
4,498,794


$
(542,170
)

$
1,729,392


$
5,686,016Liabilities and Shareholders (Deficit) EquityCurrent LiabilitiesAccounts payable and accrued liabilities

$
168,488


$
(16,762
)(3)

$
(5,864
)(3)

$
145,862Short-term deferred income taxes, net


108,184







153,326
(2)


261,510Accrued interest


4,643



(4,643
)(3)






Deferred directory revenues


848,775







(826,830
)(2)


21,945Current portion of long-term debt


993,528



(827,579
)(3)(4)


(24,879
)(7)


141,070Total current liabilities


2,123,618



(848,984
)


(704,247
)


570,387Long-term debt


2,561,248



656,271
(3)(4)


(95,368
)(7)


3,122,151Deferred income taxes, net










232,161
(2)


232,161Other non-current liabilities


380,163



23,050
(8)


(18,144
)(2)


385,069Liabilities subject to compromise


6,352,813



(6,352,813
)(5)






Total liabilities


11,417,842



(6,522,476
)


(585,598
)


4,309,768Shareholders (Deficit) EquityCommon stock  Predecessor


88,169



(88,169
)(6)






Additional paid-in capital  Predecessor


2,442,549



(2,442,549
)(6)






Accumulated deficit


(9,137,160
)


7,134,776
(6)


2,002,384
(2)


Treasury Stock  Predecessor


(256,114
)






256,114
(2)


Accumulated other comprehensive loss


(56,492
)






56,492
(2)


Common stock  Successor






5,000
(6)






5,000Additional paid-in capital  Successor






1,371,248
(1)






1,371,248Total shareholders (deficit) equity


(6,919,048
)


5,980,306



2,314,990



1,376,248Total Liabilities and Shareholders (Deficit) Equity

$
4,498,794


$
(542,170
)

$
1,729,392


$
5,686,016     (1)
    
    Represents amounts to be recorded on the Fresh Start Reporting
    Date for the implementation of the Plan, including the
    settlement of liabilities subject to compromise and related
    payments, distributions of cash F-71




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and new shares of Dex One common stock to pre-petition creditors
    and the cancellation of RHD common stock. The reorganization
    adjustments also include the establishment of Dex One additional
    paid-in capital resulting from the reorganization adjustments.(2)
    
    Represents the adjustments for fresh start accounting primarily
    related to recording intangible assets, accounts receivable and
    fixed assets and computer software at fair value and related
    deferred income taxes in accordance with ASC 805. Additionally,
    such fresh start adjustments reflect the elimination of
    substantially all of our deferred directory costs and related
    deferred directory revenue based on the minimal obligations we
    have subsequent to the Fresh Start Reporting Date for
    directories that published prior to the Fresh Start Reporting
    Date. Such estimates of fair value are preliminary and are
    subject to change. The fresh start adjustments also include the
    elimination of RHDs accumulated deficit, treasury stock,
    accumulated other comprehensive loss and deferred rent.The excess of our reorganization value over the fair value of
    our assets is estimated to be $1.9 billion and is recorded
    as goodwill.(3)
    
    Reflects the cash payments for such items as debt repayments and
    professional fees. There are additional payments that will be
    made post emergence of approximately $75.0 million that are
    reflected in accounts payable and accrued liabilities. Once such
    payments are made, the expected cash balance will approximate
    $125.0 million before changes in working capital and other
    adjustments after the Fresh Start Reporting Date. All accrued
    interest associated with our credit facilities and interest rate
    swaps at December 31, 2009 has been either paid or
    converted into a new tranche of term loans under the amended and
    restated credit facilities.(4)
    
    Reflects the amendment and restatement of our credit facilities
    as well as the issuance of the $300.0 million Dex One
    Senior Subordinated Notes on the Effective Date.(5)
    
    Reflects the discharge of the RHDs pre-petition
    liabilities in accordance with the Plan.(6)
    
    Reflects the issuance of new Dex One common stock to
    pre-petition creditors, the cancellation of RHD common stock,
    elimination of RHD additional paid-in capital and the gain on
    the discharge of liabilities subject to compromise.(7)
    
    Represents the adjustment to record our long-term debt at fair
    value as of the Fresh Start Reporting Date.(8)
    
    Represents interest rate swap liabilities and related interest
    receivables that have been converted into a new tranche of term
    loans under the amended and restated credit facilities as well
    as the reclass of certain liabilities from liabilities subject
    to compromise.(9)
    
    Represents elimination of deferred financing costs associated
    with our existing credit facilities.  Amended
    and Restated Credit Facilities Upon Emergence from the
    Chapter 11 Proceedings
    
    The balances under the existing Term Loan D-1, Term Loan D-2 and
    RHDI Revolver, as well as $13.6 million associated with
    unsettled and outstanding interest rate swap liabilities, have
    been converted into a new tranche of term loans and provides for
    an initial prepayment of such loans. As of the Effective Date,
    the aggregate outstanding balance of the term loans under the
    RHDI Amended and Restated Credit Facility was
    $1,224.9 million;
    The RHDI Amended and Restated Credit Facility requires quarterly
    principal and interest payments and matures on October 24,
    2014; F-72




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Interest payments are made at our option at either:  
    The highest (subject to a floor of 4.00%) of (i) the Prime
    Rate, (ii) the Federal Funds Effective Rate plus 0.50%, and
    (z) one month LIBOR plus 1.00% in each case, plus an
    interest rate margin for base rate loans. The interest rate
    margin for base rate loans is initially 5.25% per annum, and
    such interest rate margin adjusts pursuant to a pricing grid
    that provides for a margin equal to 5.25% per annum if
    RHDIs consolidated leverage ratio is greater than or equal
    to 4.25 to 1.00, and equal to 5.00% per annum if RHDIs
    consolidated leverage ratio is less than 4.25 to 1.00; or
    The higher of (i) LIBOR rate and (ii) 3.00%, in each
    case, plus an interest rate margin for LIBOR loans. The interest
    rate margin for LIBOR loans is initially 6.25% per annum, and
    such interest rate margin adjusts pursuant to a pricing grid
    that provides for a margin equal to 6.25% per annum if
    RHDIs consolidated leverage ratio is greater than or equal
    to 4.25 to 1.00, and equal to 6.00% per annum if RHDIs
    consolidated leverage ratio is less than 4.25 to 1.00. RHDI may
    elect interest periods of 1, 2, 3 or 6 months for LIBOR
    borrowings.    
    The balances under the existing Term Loan A, Term Loan B and Dex
    Media East Revolver, as well as $26.7 million associated
    with unsettled and outstanding interest rate swap liabilities,
    have been converted into a new tranche of term loans and
    provides for an initial prepayment of such loans. As of the
    Effective Date, the aggregate outstanding balance of the term
    loans under the Dex Media East Amended and Restated Credit
    Facility was $956.2 million;
    The Dex Media East Amended and Restated Credit Facility requires
    quarterly principal and interest payments and matures on
    October 24, 2014;
    Interest payments are made at our option at either:  
    The highest of (i) the Prime Rate, (ii) the Federal
    Funds Effective Rate plus 0.50%, and (z) one month LIBOR
    plus 1.00% in each case, plus an interest rate margin for base
    rate loans. The interest rate margin for base rate loans is
    initially 1.50% per annum, and such interest rate margin adjusts
    pursuant to a pricing grid that provides for a margin equal to
    1.50% per annum if DME Inc.s consolidated leverage ratio
    is greater than or equal to 2.75 to 1.00, equal to 1.25% per
    annum if DME Inc.s consolidated leverage ratio is greater
    than or equal to 2.50 to 1.00 but less than 2.75 to 1.00 and
    equal to 1.00% per annum if DME Inc.s consolidated
    leverage ratio is less than 2.50 to 1.00; or
    The LIBOR rate plus an interest rate margin for LIBOR loans. The
    interest rate margin for LIBOR loans is initially 2.50% per
    annum, and such interest rate margin adjusts pursuant to a
    pricing grid that provides for a margin equal to 2.50% per annum
    if DME Inc.s consolidated leverage ratio is greater than
    or equal to 2.75 to 1.00, equal to 2.25% per annum if DME
    Inc.s consolidated leverage ratio is greater than or equal
    to 2.50 to 1.00 but less than 2.75 to 1.00 and equal to 2.00%
    per annum if DME Inc.s consolidated leverage ratio is less
    than 2.50 to 1.00. DME Inc. may elect interest periods of 1, 2,
    3 or 6 months for LIBOR borrowings.    
    The balances under the existing Term Loan A, Term Loan B and Dex
    Media West Revolver, as well as $1.0 million associated
    with unsettled and outstanding interest rate swap liabilities,
    have been converted into a new tranche of term loans and
    provides for an initial prepayment of such loans. As of the F-73




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R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Effective Date, the aggregate outstanding balance of the term
    loans under the Dex Media West Amended and Restated Credit
    Facility was $903.7 million;  
    The Dex Media West Amended and Restated Credit Facility requires
    quarterly principal and interest payments and matures on
    October 24, 2014;
    Interest payments are made at our option at either:  
    The highest (subject to a floor of 4.00%) of (i) the Prime
    Rate, (ii) the Federal Funds Effective Rate plus 0.50%, and
    (z) one month LIBOR plus 1.00% in each case, plus an
    interest rate margin for base rate loans. The interest rate
    margin for base rate loans is initially 3.50% per annum, and
    such interest rate margin adjusts pursuant to a pricing grid
    that provides for a margin equal to 3.50% per annum if DMW
    Inc.s consolidated leverage ratio is greater than or equal
    to 2.75 to 1.00, equal to 3.25% per annum if DMW Inc.s
    consolidated leverage ratio is greater than or equal to 2.50 to
    1.00 but less than 2.75 to 1.00 and equal to 3.00% per annum if
    DMW Inc.s consolidated leverage ratio is less than 2.50 to
    1.00; or
    The higher of (i) LIBOR rate and (ii) 3.00%, in each
    case, plus an interest rate margin for LIBOR loans. The interest
    rate margin for LIBOR loans is initially 4.50% per annum, and
    such interest rate margin adjusts pursuant to a pricing grid
    that provides for a margin equal to 4.50% per annum if DMW
    Inc.s consolidated leverage ratio is greater than or equal
    to 2.75 to 1.00, equal to 4.25% per annum if DMW Inc.s
    consolidated leverage ratio is greater than or equal to 2.50 to
    1.00 but less than 2.75 to 1.00 and equal to 4.00% per annum if
    DMW Inc.s consolidated leverage ratio is less than 2.50 to
    1.00. DMW Inc. may elect interest periods of 1, 2, 3 or
    6 months for LIBOR borrowings.       F-74




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Notes
    Issued Upon Emergence from the Chapter 11
    Proceedings
  paid-in-kind
      Redemption Year

Price2011


106.000
%2012


102.000
%2013


101.000
%2014 and thereafter


100.000
%  F-75




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Interest
    Rate Swaps and Caps
      Effective Dates

Notional Amount


Pay Rates

Maturity Dates(Amounts in millions)February 26, 2010

$
300
(2)

1.20% - 1.796%


February 29, 2012 - February 28, 2013March 5, 2010


100
(1)

1.668%


January 31, 2013March 10, 2010


100
(1)

1.75%


January 31, 2013Total

$
500     Effective Dates

Notional Amount


Cap Rates

Maturity Dates(Amounts in millions)February 26, 2010

$
200
(3)

3.0% - 3.5%


February 28, 2012 - February 28, 2013March 8, 2010


100
(4)

3.5%


January 31, 2013March 10, 2010


100
(4)

3.0%


April 30, 2012Total

$
400     (1)
    
    Consists of one swap(2)
    
    Consists of three swaps(3)
    
    Consists of two caps(4)
    
    Consists of one cap  Issuance
    of New Common Stock
    Registration
    Rights Agreement
  and/or Form 10-K
 F-76




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##### Table of Contents



R.H.
    DONNELLEY CORPORATION
    DEBTOR AND
    DEBTOR-IN-POSSESSION
    AS OF MAY 28, 2009
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Dex One
    Equity Incentive Plan
      Income
    Taxes
  Forms 13-G
 F-77




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Evaluation of Disclosure Controls and
    Procedures Rules 13a-15(e) 15d-15(e)
  Managements Annual Report on Internal Control
    Over Financial Reporting Regulation S-K
  Changes in Internal Controls
      
    The Company implemented controls to formalize its reconciliation
    process and evaluation of deferred income tax balances including
    a comprehensive analysis of differences between income tax
    balances determined on a basis in conformity with generally
    accepted accounting principles for financial reporting purposes
    and those determined for tax reporting purposes;
    The timing of certain tax review activities, including
    apportionment and allocation for income tax reporting purposes,
    during the financial statement closing process, were accelerated
    to provide comprehensive reviews;
    The Company improved documentation and instituted formalized
    reviews of tax positions taken, with senior management and
    external experts, to ensure proper evaluation and accounting
    treatment of complex tax issues;
    External consultants were engaged to supplement internal
    resources while certain compliance related activities were fully
    outsourced; 90




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##### Table of Contents




    Reduction in the number of subsidiary audits, thereby reducing
    the amount and complexity of tax accounting and reporting
    requirements; and
    Simplification of our legal entity reporting structure
    eliminated a number of the Companys legal entities, which
    will reduce the overall complexity of the tax accounting and
    compliance processes in the future.  ITEM 9B.
    OTHER
    INFORMATION.   91




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Board of
    Directors
      Jonathan B. Bulkeley,
  Eugene I. Davis,
  Richard L. Kuersteiner,
  W. Kirk Liddell,
 92




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##### Table of Contents



Mark A. McEachen,
  Alan F. Schultz
  David C. Swanson
  Executive
    Officers
    Name

Age

Position(s)David C. Swanson


55


Chairman of the Board and Chief Executive OfficerGeorge F. Bednarz


56


Executive Vice President  Enterprise Sales and
    OperationsSteven M. Blondy


50


Executive Vice President and Chief Financial OfficerSean W. Greene


39


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


41


Senior Vice President of Corporate Communications and
    AdministrationMark W. Hianik


49


Senior Vice President, General Counsel and Corporate SecretaryMargaret LeBeau


51


Senior Vice President and Chief Marketing OfficerGretchen Zech


40


Senior Vice President  Human ResourcesJenny L. Apker


52


Vice President and TreasurerSylvester J. Johnson


49


Vice President  Controller and Chief Accounting
    Officer    93




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##### Table of Contents



David C. Swanson
  George F. Bednarz
  Steven M. Blondy
  Sean W. Greene
  Tyler D. Gronbach
  Mark W. Hianik
  Margaret LeBeau
  Gretchen Zech
  Jenny L. Apker
  Sylvester J. Johnson
   94




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##### Table of Contents



Code of
    Conduct
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Audit
    Committee Matters
  regulation S-K.
  ITEM 11.
    EXECUTIVE
    COMPENSATION.  Compensation
    Discussion and Analysis
  This discussion and analysis of our compensation program for
    named executive officers should be read in conjunction with the
    accompanying tables and text disclosing the compensation awarded
    to, earned by or paid to the named executive officers.
  Form 10-K.
   95




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##### Table of Contents



Context
    and Perspective
          Objectives
    of the Compensation Program for Named Executive
    Officers
    
    Enable the Company to attract and retain the key leadership
    talent required to successfully execute its business strategy;
    Align executive pay with performance, both annual and long-term;
    Ensure internal equity, both as compared to other executives
    based upon position and contributions, and to the broader
    employee population;
    Strongly link the interests of executives to those of the
    Companys shareholders and other key constituencies; 96




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##### Table of Contents




    Keep the executive compensation practices transparent, in line
    with best practices in corporate governance; and
    Administer executive compensation on a cost-effective and
    tax-efficient basis.  Elements
    of the Compensation Program for Named Executive
    Officers
    Element of Compensation Program

Description

How this Element Promotes Company ObjectivesAnnual Compensation: Salary

Fixed annual compensation.

Intended to be competitive with marketplace in order to aid in
    recruitment and retention and reflect relative internal value of
    position. Annual Incentive

Opportunity to earn performance-based compensation for achieving
    pre-set annual goals.

Motivate and reward achievement of short-term operating
    corporate objectives that enhance long-termshareholder value.Long-term Compensation (LTIP): For 2009, a cash-based
    long-term
    incentive based on a three-year performance cycle upon the
    achievement of stated cash flow targets

Opportunity to earn long-term performance-based compensation for
    achieving pre-set annual cash flow targets.

With nominal value in the equity pre-restructuring, equity was
    not considered to be an effective incentive. Therefore, in 2009,
    the Company introduced a cash-based LTIP.Other Compensation Elements: Retirement Income

Qualified and non-qualified defined benefit, defined
    contribution and supplemental plans intended to provide pensions
    or lump sum payments upon retirement.

Designed to provide basic benefits to aid in recruitment and
    retention; the defined benefit plans were frozen for non-union
    employees (including the NEOs) effective as of January 1,
    2009. Severance Payments

Payments and benefits upon termination of an executives
    employment in specified circumstances.

Intended to provide financial security at competitive levels to
    attract lateral hires and to retain executives. Benefits

Health and welfare benefits.

Customary programs to facilitate recruitment and retention. Perquisites

Personal benefits, such as limited personal use of company
    aircraft, financial planning services and executive health
    services.

Intended to recognize and provide additional compensation to
    executives at a relatively low cost to Dex One generally;
    Company provides a gross up on the taxes for the perquisites.    97




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##### Table of Contents



Total
    Direct Remuneration
  Peer Group Companies.
  
    The Company has only one direct competitor that is also a
    stand-alone public company;
    Other companies in the yellow pages and local commercial search
    industries have very different business models and financial
    characteristics, thereby making peer comparisons difficult; and
    The Companys leveraged financial structure and
    transformational growth model significantly differentiated Dex
    One from potential peer companies.      Peer Group CompaniesBelo Corporation


Meredith CorporationThe Dun & Bradstreet Corporation


Moodys CorporationE.W. Scripps Company


New York Times CompanyEquifax Inc.


Scholastic CorporationFiserv Inc.


SuperMedia, Inc.McClatchy Company


Symantec CorporationMcGraw-Hill Cos, Inc.


VeriSign, Inc.   Total Direct Remuneration  Target Marketplace
    Positioning.
      Compensation Objectives and Strategy.
 98




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
    Base Salary:  Base salary was to be positioned
    near (i.e., +/- 10%) the peer group median
    (50th percentile) for comparable responsibilities, with
    individual performance considered by the Prior Committee.
    Variable Compensation:  Annual and long-term
    incentive compensation was to be positioned near (i.e., +/- 10%)
    the 75th percentile of the peer group, so that total direct
    remuneration will be in the 60th to 75th percentile
    range when the Companys financial and operating
    performance attain targeted objectives. In setting performance
    objectives, the Prior Committee reviewed prior period objectives
    and prior period results to ensure that objectives were not
    routinely exceeded so that the performance objectives can be
    fairly characterized as stretch goals under the
    business conditions in which the Company operates. In years
    impacted by material transactions, the Prior Committee utilized
    the projections presented to the Board by management in seeking
    Board approval of that transaction to help guide performance
    objective setting.        Compensation
    at Target Performance Level
  TDR as aTotal

Percent ofAnnual

Long-Term

Direct

Peer GroupName

Salary

Incentive

Incentive

Remun.

Median(1)David Swanson

$
955,000


$
1,193,750


$
3,485,750


$
5,634,500



96
%Steven Blondy

$
500,000


$
375,000


$
1,375,000


$
2,250,000



109
%George Bednarz

$
400,000


$
300,000


$
1,000,000


$
1,700,000



89
%Mark Hianik

$
400,000


$
240,000


$
460,000


$
1,100,000



105
%Sean Greene

$
275,000


$
165,000


$
412,500


$
852,500



*
%     (1)
    
    Mr. Greene was promoted to his current position after this
    analysis was completed.  th th
 99




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##### Table of Contents



Annual Incentives for 2009.
  
    Advertising sales;
    EBITDA; and
    Free cash flow.        Annual Incentive Payout as Percentageof Target Payout Based on PerformancePerformance Measure

25% of Target

100% of Target

200% of TargetAdvertising sales (30)%


(1)



(1)



(1)EBITDA (50)%

$
1,000.0 Million


$
1,075.0 Million


$
1,150.0 MillionFree cash flow (20)%

$
140.0 Million


$
207.5 Million


$
275.0 Million     (1)
    
    Discretionary component encompassing the Committees
    discretion to consider absolute advertising sales performance,
    Dex One revenue performance against its industry peers,
    Dex One print usage share and organic and search engine
    optimization traffic to Dexknows.com.   100




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##### Table of Contents



Pay-for-Performance
    Analysis.
    
    EBITDA represents earnings before interest, taxes, depreciation
    and amortization. EBITDA has also been adjusted for items such
    as (i) impairment charges, (ii) reorganization costs,
    (iii) stock-based compensation and the 2009 long-term
    incentive program, (iv) restricted stock unit expense
    related to the Business.com acquisition and
    (v) restructuring costs.
    Free cash flow is calculated as cash flow from operations, less
    capital expenditures  GAAP, adjusted for
    (i) cash restricted stock unit payments related to the
    Business.com acquisition, (ii) cash restructuring payments,
    (iii) cash interest benefit due to restructuring and
    (iv) timing of cash interest payments.    Long-Term Incentives for 2009.
  and/or
     101




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Retirement
    Programs
  Defined benefit plans.
        401(k) plans.
     102




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##### Table of Contents



CEO
    Retention Program
  change-in-control change-in-control
  Benefit
    Programs and Perquisites
    Business
    Protection Terms
    Severance
    Policies
   103




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##### Table of Contents



Tax
    Deductibility
    2010
    Compensation Program for Named Executives
      Decision-Making
    Responsibility
   104




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##### Table of Contents



Compensation
    and Benefits Committee Report
  Form 10-K Form 10-K.
    Compensation
    and Benefits Committee
    105




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##### Table of Contents



Executive
    Compensation
  The following tables and accompanying narrative should be
    read in conjunction with Compensation Discussion and
    Analysis above.
  Summary
    of Officer Compensation During 2009
    Summary
    Compensation Table  Fiscal 2009
  Change inPensionValue andNonqualifiedNon-Equity


DeferredStock


Option/SAR


Incentive Plan


Compensation


All OtherSalary


Awards


Awards


Compensation


Earnings


Compensation


TotalName and Principal Position

Year


($)


($)(1)


($)(1)


($)(2)


($)(3)


($)(4)


($)David Swanson


2009



957,624



0



0



900,088



5,721,281



316,864



7,895,857Chairman and Chief


2008



960,247



2,770,950



2,891,976



432,138



2,583,469



216,789



8,895,322Executive Officer


2007



931,662



0



4,297,704



1,233,144



230,966



160,520



6,853,996Steven Blondy


2009



501,374



0



0



282,750



59,918



76,566



920,608Executive Vice President and


2008



502,747



248,675



1,153,995



135,750



13,251



42,899



2,097,317Chief Financial Officer


2007



489,011







1,695,294



387,375



42,598



41,989



2,656,267George Bednarz


2009



401,099



0



0



226,200



115,712



104,505



847,516Executive Vice President


2008



366,552



206,945



930,268



90,440



32,122



46,275



1,672,602Enterprise Sales & Ops


2007



307,349



0



520,914



201,435



63,876



28,629



1,122,203Mark Hianik


2009



401,099



0



0



180,960



0



53,005



635,064Senior Vice President &
    General CounselSean Greene


2009



249,382



0



0



111,795



21,895



229,922



612,994Senior Vice PresidentInteractive     (1)
    
    The compensation amounts reported in the Stock
    Awards and Option/SAR Awards columns reflect
    the aggregate grant date fair value computed in accordance with
    FASB ASC Topic 718. The fair value of a stock award is equal to
    the average of the high and low trading prices of our stock on
    the grant date. The fair value of a SAR award is determined
    using the Black-Scholes option pricing model. Our Black-Scholes
    assumptions for financial statement purposes are described in
    Note 8 to our audited consolidated financial statements
    included in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2009.(2)
    
    Amounts reported in this column represent the cash annual
    incentive award paid for annual performance under our Annual
    Incentive Plan. The amounts for 2009 performance were paid in
    March 2010, the amounts for 2008 performance were paid in early
    March 2009, and the amounts for 2007 performance were paid in
    March 2008. See Grants of Plan-Based Awards 
    Fiscal 2009 below and Compensation Discussion and
    Analysis  Total Direct Remuneration 
    Annual Incentives for 2009 above for a further explanation
    of our annual incentive awards.(3)
    
    Amounts listed as Change in Pension Value and Nonqualified
    Deferred Compensation Earnings reflect solely the change
    during the year in the actuarial present value of each
    NEOs pension benefits under the RHD Retirement Account and
    RHD PBEP for all NEOs and, in the case of Mr. Swanson, the
    Supplemental Agreement. See Pension Benefits below. 106




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##### Table of Contents



(4)
    
    The All Other Compensation column for 2009 includes
    the following:  Personal








Tax Gross UpFinancial


Travel


DC Plan


Benefit onPlanning


Expenses(a)


Contribution(b)


Perquisites(c)


Other(d)


TotalDavid Swanson


14,714



88,633



14,700



362



198,455



316,864Steven Blondy


14,751



0



14,700



248



46,867



76,566George Bednarz


14,340



11,523



14,700



5,746



58,196



104,505Mark Hianik


18,040



0



14,700



990



19,275



53,005Sean Greene


14,312



0



10,673



65,258



139,679



229,922     (a)
    
    Travel expenses for Mr. Swanson includes the incremental
    cost of $88,633 for use of company aircraft. Travel expenses for
    Mr. Bednarz includes the incremental cost of $11,523 for
    family attendance at company-related events. The incremental
    cost associated with personal use of company aircraft is
    tabulated based on the direct and direct variable costs of each
    personal use flight. Some of these costs include, but are not
    limited to, landing and parking fees, flight planning services,
    aircraft fuel and oil, and crew travel expenses.(b)
    
    DC Plan Contributions reflect the Company
    contributions under our 401(k) Plan, as reported by our
    plan record keepers prior to audit and any adjustments. The
    401(k) plan is a tax-qualified defined contribution plan.(c)
    
    Company provides a gross up for tax purposes on the value of
    perquisites. Included in Mr. Greenes tax gross-up is
    $65,048 in benefits associated with Mr. Greenes relocation
    assistance.(d)
    
    Other compensation for Mr. Swanson includes
    $8,340 for club dues, $1,585 for participation in the
    Companys executive health program, $4,670 in imputed
    income of life insurance premiums, a $59,846 payment, which we
    refer to as 401(k) equalization plan payment, equal to the
    amount we would have contributed as a matching contribution to
    the 401(k) Plan in 2008 but for the contribution limitations
    under federal tax laws, $114,214 in matching credits under the
    Restoration Plan, equal to the amount we would have contributed
    as a matching contribution to the 401(k) plan in 2009 but for
    the contribution limitations under federal tax laws, and $9,800
    in transition contributions under the Restoration Plan.
    Other compensation for Mr. Blondy represents
    $2,089 for participation in the Companys executive health
    program, $1,242 in imputed income of life insurance premiums,
    $20,091in 401(k) equalization plan payments, and $23,445 in
    matching credits under the Restoration Plan. Other
    compensation for Mr. Bednarz represents $1,806 in imputed
    income of life insurance premiums, $10,206 in 401(k)
    equalization plan payments, $37,143 in matching credits under
    the Restoration Plan and $9,041 in transition credits under the
    Restoration Plan. Other compensation for
    Mr. Hianik includes $13,021 in matching credits under the
    Restoration Plan, $2,765 for participation in the Companys
    executive health program, $1,434 in 401(k) equalization plan
    payments, $1,425 in Relocation assistance, and $630 in imputed
    income of life insurance premiums. Other
    compensation for Mr. Greene includes $2,365 in 401(k)
    equalization plan payments, $137,133 in Relocation assistance,
    and $181 in imputed income of life insurance premiums. Pursuant
    to Mr. Greenes promotion in July 2009, he relocated to
    California. Expenses for which he was reimbursed include, but
    are not limited to, home sale assistance, cost of living
    allowances, specific expenses associated with searching for a
    new residence, movement of personal goods and home purchase
    assistance. All expenses reimbursed are qualified expenses
    allowable under the Dex One Homeowner Relocation Program for
    executives. 107




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##### Table of Contents



Grants
    of Plan-Based Awards During 2009
    Grants of
    Plan-Based Awards  Fiscal 2009
  Estimated Future Payouts UnderNon-Equity Incentive Plan AwardsPlan

Threshold

Target

MaximumName

Name

($)

($)

($)David Swanson


AIP(1
)


298,438



1,193,750



2,387,500LTIP(2
)


1,742,875



3,485,750



6,971,500Steven Blondy


AIP(1
)


93,750



375,000



750,000LTIP(2
)


687,500



1,375,000



2,750,000George Bednarz


AIP(1
)


75,000



300,000



600,000LTIP(2
)


500,000



1,000,000



2,000,000Mark Hianik


AIP(1
)


60,000



240,000



480,000LTIP(2
)


230,000



460,000



920,000Sean Greene


AIP(1
)


37,067



148,269



296,538LTIP(2
)


168,750



337,500



675,000     (1)
    
    Amounts shown reflect threshold, target and maximum payout
    levels under our Annual Incentive Plan for 2009 performance. In
    December 2008, the Prior Committee established certain
    performance measures, performance objectives and relative
    weightings under our Annual Incentive Plan. See
     Additional Information Relating to Summary
    Compensation Table and Grants of Plan-Based Awards Table
    below and  Compensation Discussion and
    Analysis  Total Direct Remuneration 
    Annual Incentives for 2009 above for a detailed
    explanation of these measures, and the performance objectives
    and relative weightings with respect to each measure. In March
    2010, the Committee assessed actual performance for 2009 against
    these performance objectives and determined final payout amounts
    that were paid during March 2010. See
     Additional Information Relating to Summary
    Compensation Table and Grants of Plan-Based Awards Table
    below and  Compensation Discussion and
    Analysis  Total Direct Remuneration 
    Annual Incentives for 2009 and
     Pay-For-Performance
    Analysis for a detailed explanation of actual performance
    against these performance objectives and the resultant payouts.(2)
    
    Amounts shown reflect threshold, target and maximum payout
    levels under the R.H. Donnelley Corporation 2009 Long-Term
    Incentive Program for Executive Officers (the 2009
    LTIP). In March 2009, the Prior Committee established
    certain performance targets under the 2009 LTIP. See
     Additional Information Relating to Summary
    Compensation Table and Grants of Plan-Based Awards Table
    below and  Compensation Discussion and
    Analysis  Total Direct Remuneration 
    Long-Term Incentives for 2009 above for a detailed
    explanation of these performance targets. In February 2010,
    following the effective date of our Plan of Reorganization,
    certain of the executive officers (including the NEOs) and
    certain other participants designated by the Chief Executive
    Officer each received a cash payment equal to one-half of the
    participants Maximum Long-Term Incentive Award payable
    under the 2009 LTIP. See  Additional
    Information Relating to Summary Compensation Table and Grants of
    Plan-Based Awards Table below and
     Compensation Discussion and
    Analysis  Total Direct Remuneration 
    Long-Term Incentives for 2009 for an explanation of these
    payouts.   Additional
    Information Relating to Summary Compensation Table and Grants of
    Plan-Based Awards Table
   108




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##### Table of Contents



Employment Agreements and Other Compensation
    Arrangements.
  Guideline

AnnualAnnual

StockIncentive

AwardOpportunity

Opportunity



Severance(% of

(% of



in ChangeName

Base Salary

Base Salary)

Base Salary)

Severance(1)

in
    Control(1)David Swanson

$
955,000



125
%


365
%


2 times



3 timesSteven Blondy

$
500,000



75
%


275
%


2 times



3 timesGeorge Bednarz

$
400,000



75
%


250
%


1.5 times



2 timesMark Hianik

$
400,000



60
%


115
%


1.5 times



2 timesSean Greene

$
275,000



60
%


115
%


1.5 times



2 times     (1)
    
    Severance payments are equal to the specified multiple of base
    salary plus guideline annual incentive. See
     Payments Upon Termination or
    Change-in-Control
    below for a discussion of the circumstances under which
    severance payments may be triggered and more detailed
    information about the amounts payable for each NEO.      Term

The employment agreements for Messrs. Swanson and Blondy
    are subject to automatic one-year renewals, unless notice has
    been given 90 days prior to the scheduled termination date
    for the agreement. Any non-renewal of the employment agreement
    by us would be considered a termination without Cause. The other
    NEOs are terminable at will.Additional Compensation

Each NEO is eligible to participate in all bonuses, long-term
    incentive compensation, stock options and other equity
    participation arrangements made available to other senior
    executives.Benefits

Messrs. Swanson and Blondy are each eligible to participate
    in all employee benefit programs (including perquisites, fringe
    benefits, vacation, pension and 401(k) Plan participation and
    life, health, accident and disability insurance) no less
    favorable than in effect on December 31, 2008. Each of the
    remaining NEOs are eligible to participate in all employee
    benefit programs (including perquisites, fringe benefits,
    vacation, pension and 401(k) Plan participation and life,
    health, accident and disability insurance) to the same extent as
    other similarly situated executive officers. 109




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##### Table of Contents



Termination without Cause or for Good Reason not arising from
    or within two years after a Change in Control

Messrs. Swanson and Blondy each receive a cash lump sum
    payment equal to two times base salary plus guideline annual
    incentive. Each of the remaining NEOs receives a cash lump sum
    payment equal to
    one-and-one-half
    times base salary plus guideline annual incentive. Each of
    Messrs. Swanson and Blondy also receives continuation of
    benefits for two years
    (one-and-one
    half years for the remaining NEOs. Terminated NEOs are also
    eligible to receive a cash payment of a pro rata portion of the
    annual incentive payable for the year of termination.Termination without Cause or for Good Reason arising from,
    and within two years after, a Change in Control

Messrs. Swanson and Blondy each receive a cash lump sum
    payment equal to three times the sum of base salary plus
    guideline annual incentive and continuation of benefits for
    three years. Each of the remaining NEOs receives a cash lump sum
    payment equal to two times the sum of base salary plus guideline
    annual incentive and continuation of benefits for two years. In
    addition, under the Dex One Corporation Equity Incentive Plan
    and the Dex One Corporation 2009 Long-Term Incentive Program for
    Executive Officers, upon a Change in Control, certain awards may
    vest and become fully payable as provided in the relevant Plan
    and/or grant documents. If negotiations commence prior to a
    termination of employment but eventually result in a Change in
    Control within two years, then the NEO shall be treated as
    having been terminated within two years following a Change in
    Control and, therefore, shall be entitled to the benefits
    described above. Terminated NEOs are also eligible to receive a
    cash payment of a pro rata portion of the annual incentive
    payable for the year of termination.Death/Disability/Retirement

Each NEO (or beneficiary) receives salary through date of
    termination and a pro rata portion of the annual incentive. Each
    NEO also receives continuation of benefits to age 65 in
    event of Disability. Outstanding equity awards are subject to
    accelerated vesting in the event of Death, Disability or
    Retirement or a Change in Control, and such equity awards may be
    exercised until the earlier to occur of one year after the date
    of such termination or the established expiration date of such
    award.Excise Tax

The compensation of each NEO will be grossed up for
    any excise tax imposed under Section 4999 of the U.S.
    Internal Revenue Code relating to any payments made on account
    of a change in control or a termination of the NEOs employment.
    However, if total payments associated with such change in
    control are less than 360% of the executives base
    amount under applicable tax rules, the total payment will
    be reduced to the level at which no excise tax would apply, and
    therefore no gross up will be paid. 110




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##### Table of Contents



Restrictive Covenants

Non-compete  during employment and 12 months
    following termination, the NEO shall not directly or indirectly
    engage in any business which is in competition with any line of
    business conducted by the Company or its affiliates.Non-solicitation  during employment and
    12 months following termination, the NEO shall not solicit
    or otherwise interfere with the Companys relationship with
    its employees, customers and suppliers.Confidentiality  during employment and at all times
    thereafter the NEO shall not disclose to any third party the
    Companys confidential and/or proprietary information.   Form 10-K.
  Outstanding
    Equity Awards at Fiscal Year-End  Fiscal
    2009
  Form 10-K,
  Outstanding
    Equity Awards At Fiscal Year-End
  MarketNumber of


Number of








Number of


Value ofSecurities


Securities








Shares or


Shares orUnderlying


Underlying








Units of


Units ofUnexercised


Unexercised


Option





Stock That


Stock ThatOptions


Options


Exercise


Option


Have Not


Have Not(#)


(#)


Price


Expiration


Vested


VestedName

Exercisable


Unexercisable(1)


($)


Date


(#)(2)(3)


($)(4)David Swanson


















210,000



0266,666



533,334



7.105



03/04/15







123,521



247,046



1.690



07/14/15







Steven Blondy


















23,334



0106,666



213,334



7.105



03/04/15







47,203



94,411



1.690



07/14/15







George Bednarz


















23,334



056,666



113,334



7.105



03/04/15







50,000



100,000



3.895



06/23/15







21,778



43,561



1.690



07/14/15







Mark Hianik


















16,667



023,333



46,667



4.995



05/01/15







Sean Greene


















1,334



06,666



13,334



7.105



03/04/15







3,137



6,283



1.690



07/14/15







10,000



20,000



0.810



10/21/15







     (1)
    
    All unexercised options were to vest ratably over 3 years
    and have a
    7-year term
    from date of grant.(2)
    
    The amount in this column for Mr. Swanson includes 60,000
    RSUs as part of his 2008 annual grant and 150,000 RSUs as part
    of his retention grant. The amount in this column for
    Mr. Blondy consists of 23,334 RSUs as part of his 2008
    annual grant. The amount in this column for Mr. Bednarz
    includes 14,667 RSUs 111




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##### Table of Contents



as part of his 2008 annual grant and 8,667 RSUs granted pursuant
    to his appointment to Executive Vice President of Enterprise
    Sales and Operations in July 2008. The amount shown in this
    column for Mr. Hianik is part of his 2008 grant. The amount
    shown in this column for Mr. Greene is part of his 2008
    grant.(3)
    
    All RSUs were to vest ratably over 3 years except for
    Mr. Swansons retention grant of 300,000 RSUs of which
    150,000 vested on his 55th birthday and 50,000 were to vest on
    each of his 56th, 57th, and 58th birthdays.(4)
    
    The market value in this column is based on the average of the
    high and low price of RHD common stock on December 31,
    2009, which was $0.00.  Option/SAR
    Exercises and Stock Vested During 2009
  Form 10-K,
  Option
    Exercises and Stock Vested  Fiscal 2009
  Options AwardsNumber of Shares



Stock AwardsAcquired on

Value Realized on

Number of Shares

Value Realized onExercise

Exercise

Acquired on Vesting

VestingName

(#)

($)

(#)(1)

($)David Swanson


0



0



206,388



6,414Steven Blondy


0



0



22,799



1,628George Bednarz


0



0



11,666



1,213Mark Hianik


0



0



8,333



1,167Sean Greene


0



0



666



87     (1)
    
    Amounts in this column reflect restricted stock units granted
    March 4, 2008 under the 2007 Annual Incentive Program (2007
    AIP) for Mr. Swanson, Mr. Blondy, Mr. Bednarz,
    and Mr. Greene. Upon completion of the respective
    performance period of January 1, 2007 to December 31,
    2007 for the 2007 AIP, a dollar amount was determined for each
    NEO based on our actual financial performance against
    pre-established performance objectives. The dollar amount was
    then converted into a number of restricted stock units by
    dividing the dollar amount of the award by our stock price
    (calculated as the average of the high and low prices of the
    Companys common stock on the 10 trading days subsequent to
    delivery of the Companys respective audited financial
    statements to the Compensation and Benefits Committee). The 2007
    AIP grants were to vest 33% on each of the first three
    anniversaries of the grant date. The amount in this column for
    Mr Swanson also includes 26,388 RSUs granted on
    December 13, 2006 as part of his Senior Leadership
    Performance Award. This award was earned when RHD stock reached
    $65 per share, based on the average of the high and low stock
    price over 20 consecutive days. The Award vested 100% on
    12/13/2009. Also in Mr. Swansons amount are 150,000
    RSUs granted on July 22, 2008 as part of a retention grant,
    which vested 150,000 shares on his 55th birthday and 50,000
    which were to vest on each of his 56th, 57th, and 58th
    birthdays. The amount in this column for Mr Blondy also includes
    11,133 RSUs granted on December 13, 2006 as part of his
    Senior Leadership Performance Award. This award was earned when
    RHD stock reached $65 per share, based on the average of the
    high and low stock price over 20 consecutive days. The amount in
    this column for Mr Bednarz also includes 4,333 RSUs granted on
    June 23, 2008 pursuant to his appointment to Executive Vice
    President of Enterprise Sales and Operations. The amount in this
    column for Mr Hianik reflects RSUs granted May 1, 2008
    pursuant to his employment arrangement. 112




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##### Table of Contents



Pension
    Benefits
  Pension
    Benefits  Fiscal 2009
  Number of Years

Present Value of

Payments DuringName

Plan Name

of Credited Service

Accumulated
    Benefit(1)

Last Fiscal YearDavid Swanson

RHD Retirement Account


22.500


$
303,431


$
0RHD PBEP


22.500


$
1,134,813


$
0SERP


22.500


$
7,923,091


$
0Steven Blondy

RHD Retirement Account


5.833


$
63,537


$
0RHD PBEP


5.833


$
168,221


$
0George Bednarz

RHD Retirement Account


32.000


$
423,426


$
0RHD PBEP


32.000


$
238,597


$
0Mark Hianik

RHD Retirement Account


0.000


$
0


$
0RHD PBEP


0.000


$
0


$
0Sean Greene

RHD Retirement Account


11.000


$
51,393


$
0RHD PBEP


11.000


$
6,600


$
0     (1)
    
    On October 21, 2008, the Compensation and Benefits
    Committee of the Board of Directors authorized the freeze of the
    R.H. Donnelley Retirement Account and the Companys Pension
    Benefit Equalization Plan effective as of December 31,
    2008. In connection with the freeze, all benefit accruals under
    these plans ceased as of December 31, 2008, however, all
    plan balances will remain intact and interest credits on
    participant account balances, as well as service credits for
    vesting and retirement eligibility, will continue in accordance
    with the terms of the plans.  Present Value of Accumulated Pension
    Benefits. Form 10-K.
  R.H. Donnelley Retirement Account.
    R.H. Donnelley PBEP.
 113




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Supplemental Executive Retirement
    Agreement.
    change-in-control
    Nonqualified
    Deferred Compensation
  Deferred Compensation Plan.
    401(k) Restoration Plan.
 114




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##### Table of Contents



Nonqualified
    Deferred
    Compensation-Fiscal
    2009
  Registrant





AggregateExecutive


Contributions in


Aggregate


Withdrawals/


AggregateContributions in


Last FY


Earnings in


Distributions


Balance atName

Last FY


(1)


Last FY


(2)


Last FYEDavid Swanson

$
0


$
124,014


$
0


$
538,230


$
124,014Steven Blondy

$
0


$
23,445


$
0


$
965,399


$
23,445George Bednarz

$
0


$
46,184


$
0


$
2,592


$
46,184Mark Hianik

$
0


$
13,021


$
0


$
0


$
13,021Sean Greene

$
0


$
0


$
0


$
0


$
0     (1)
    
    Amounts shown in this column represent (i) matching
    credits made effective as of December 31, 2009
    pursuant to the Restoration Plan for each of the NEOs and (ii)
    transition credits made effective as of
    December 31, 2009 pursuant to the Restoration Plan for each
    of Messrs. Swanson and Bednarz.(2)
    
    Amounts in this column represent DCP account balances as of
    December 31, 2008 which were distributed in January, 2009
    in connection with the DCP termination.  Payments
    upon Termination or
    Change-in-Control
       115




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##### Table of Contents



Form 10-K.
  Incremental
    Value of Payments and Benefits Upon
    Change-in-Control
    (CIC) and Various Types of Terminations
  Termination Scenario (12/31/09)

Mr. Swanson


Mr. Blondy


Mr. Bednarz


Mr. Hianik


Mr. GreeneVoluntary Resignation or For CauseTotal

$
0


$
0


$
0


$
0


$
0Without Cause or for Good Reason(Not within two years of CIC)Pro rata Incentive pay

$
1,193,750


$
375,000


$
300,000


$
240,000


$
165,000Severance pay


4,297,500



1,750,000



1,050,000



960,000



660,000Health benefits continuation


13,616



20,425



15,318



15,303



10,212Total

$
5,504,866


$
2,145,425


$
1,365,318


$
1,215,303


$
835,212Within Two Years of CIC(Without cause or for good reason)Pro rata Incentive pay

$
1,193,750


$
375,000


$
300,000


$
240,000


$
165,000Severance pay


6,446,250



2,625,000



1,400,000



1,280,000



880,000Health benefits continuation


20,425



30,637



20,425



20,404



21,822Supplemental Executive Retirement
    Agreement(3)


7,923,091



0



0



0



0Unvested
    SARs/Options(1)


0



0



0



0



0Unvested
    RSUs(1)


0



0



0



0



0Perquisites(2)


75,819



52,609



29,793



23,264



29,251Outplacement


25,000



25,000



25,000



25,000



25,000280G/4999 Tax Gross
    Up(3)


















Total

$
15,684,335


$
3,108,246


$
1,775,218


$
1,588,669


$
1,121,073CIC  Assuming no terminationUnvested
    SARs/Options(1)

$
0


$
0


$
0



0



0Unvested
    RSUs(1)


0



0



0



0



0Total

$
0


$
0


$
0


$
0


$
0Death or DisabilityPro rata Incentive pay

$
1,193,750


$
375,000


$
300,000


$
240,000


$
165,000Supplemental Executive Retirement
    Agreement(3)


7,923,091



0



0



0



0Severance pay


0



0



0



0



0Unvested
    SARs/Options(1)


0



0



0



0



0Unvested RSUs  pro
    rata(1)Disability- Present Value of Health Benefits through age 65


61,797



118,922



86,591



118,804



162,458Total

$
9,178,638


$
30,148


$
386,591


$
358,804


$
327,458RetirementUnvested
    SARs/Options(1)

$
0


$
0


$
0


$
0


$
0Unvested RSUs


0



0



0



0



0Total

$
0


$
0


$
0


$
0


$
0     (1)
    
    This amount represents the aggregate
    in-the-money
    value of the options, SARs, restricted stock units, and other
    equity awards which would become vested as a direct result of
    the termination event or Change in Control, as the case may be,
    before the applicable stated vesting date, plus the aggregate
    value of any performance-based award that would be deemed earned
    and vested solely as a direct result of the termination event or
    Change in Control, as the case may be, before the stated earning
    or vesting date. The stated earning or vesting date is the date
    at which an award would have been earned or vested absent such 116




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##### Table of Contents



termination event or Change in Control, as the case may be. This
    calculation of value does not attribute any additional value to
    awards based on their remaining term and does not discount the
    value of awards based on the portion of the vesting period
    elapsed at the date of the termination event or Change in
    Control. Represents the
    in-the-money
    value of SARs.(2)
    
    Perquisites include financial planning services, company paid
    life insurance and participation in the executive health
    program, as well as, in the case of Mr. Swanson, club
    membership fees.(3)
    
    In April, 2009, the Company and Mr. Swanson entered into an
    amendment to the Supplemental Executive Retirement Agreement.
    Additional information regarding this agreement can be found
    above under the heading Pension Benefits 
    Supplemental Retirement Agreement.    2009 LTIP.
  Pension benefits.
    Accumulated Benefitat 12/31/2009Payable to Executiveupon Termination,Disability or DeathDavid Swanson

$
1,612,133Steven Blondy

$
275,035George Bednarz

$
734,211Mark Hianik

$
0Sean Greene

$
78,118   Post-Emergence SAR Grants.
 117




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##### Table of Contents



Change-in-Control
  Compensation
    Committee Interlocks and Insider Participation
  Form 10-K.
  Director
    Compensation
    
    Annual cash retainer of $75,000; elimination of both Board and
    committee meeting fees.
    Additional cash retainer of $75,000 to the Lead Director,
    $25,000 to the Chair of the Audit and Finance Committee and
    $15,000 to each of the Chairs of the Compensation and Benefits
    and Corporate Governance Committees.
    Additional cash retainer of $20,000 to members of the Audit and
    Finance Committee and $15,000 to members of the Compensation and
    Benefits and Corporate Governance Committees.
    Additional compensation of $90,000 payable at the end of the
    year in stock or cash, at the election of the Board.
    Reimbursement for reasonable costs and expenses associated with
    attendance at Board and Board Committee meetings and other
    Company business.    
    Annual cash retainer of $125,000, payable $50,000 in cash and
    $75,000 in Company common stock.
    Additional cash retainer of $75,000 to the Lead Director,
    $25,000 to the Chair of the Audit and Finance Committee and
    $15,000 to each of the Chairs of the Compensation and Benefits
    and Corporate Governance Committees.
    Cash meeting fees of $2,000 for each Board and Board Committee
    meeting attended.
    Reimbursement for reasonable costs and expenses associated with
    attendance at Board and Board Committee meetings and other
    Company business. 118




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##### Table of Contents



Director
    Compensation During 2009
    Director
    Compensation  Fiscal 2009
  Fees Earned or



Option/SARSPaid in Cash

Stock Awards

Awards

TotalName

($)

($)

($)

($)Michael P.
    Connors(1)


12,000



0



0



12,000Nancy E.
    Cooper(1)


13,400



0



0



13,400Robert Kamerschen


248,000



0



0



248,000Thomas J. Reddin


170,900



0



0



170,900Alan F. Schultz


184,650



0



0



184,650David M. Veit


174,650



0



0



174,650Barry Lawson Williams


181,650



0



0



181,650Edwina Woodbury


221,400



0



0



221,400Thayer Bigelow


185,250



0



0



185,250Ron Rittenmeyer


185,250



0



0



185,250     (1)

    
    Ms. Cooper and Mr. Connors retired from Board service in
    April 2009.    Number of Shares Held at December 31, 2009Deferred Stock

Deferred Stock

Stock Options

Stock Options(unvested)

(vested)

(unvested)

(vested)Name

(#)

(#)

(#)

(#)Michael P. Connors


0



71,782



0



0Nancy E. Cooper


0



7,500



0



0Robert Kamerschen


1,500



68,712



1,500



13,862Thomas J. Reddin


1,500



1,500



1,500



1,500Alan F. Schultz


1,500



4,500



1,500



4,500David M. Veit


1,500



9,000



1,500



9,000Barry Lawson Williams


1,500



15,737



1,500



21,102Edwina Woodbury


1,500



6,000



1,500



6,000Thayer Bigelow


0



0



0



0Ron Rittenmeyer


0



0



0



0   ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Security
    Ownership of Certain Beneficial Owners and Management
   119




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##### Table of Contents



Shares of the CompanysCommon StockAmount Beneficially


PercentageBeneficial Owners

Owned(1)


of
    Class(1)David C. Swanson






Steven M. Blondy






George F. Bednarz






Jonathan B. Bulkeley


2,615



*Eugene I. Davis


2,615



*Sean W. Greene






Mark W. Hianik






Richard L. Kuersteiner


2,615



*W. Kirk Liddell


2,615



*Mark A. McEachen


2,615



*Alan F. Schultz


2,615



*All Current Directors and Executive Officers as a Group
    (16 persons)


15,690



*Franklin Resources, Inc.


15,264,757
(2)


30.5
%One Franklin Parkway
    San Mateo, CA
    94403-1906     *
    
    Represents ownership of less than 1%.(1)
    
    The amounts and percentage of the Companys common stock
    beneficially owned are reported on the basis of rules and
    regulations of the SEC governing the determination of beneficial
    ownership of securities. Under such rules and regulations, a
    person is deemed to be a beneficial owner of a
    security if that person has or shares voting power,
    which includes the power to vote or to direct the voting of such
    security, or investment power, which includes the
    power to dispose of or to direct the disposition of such
    security. A person is also deemed to be a beneficial owner of
    any securities which that person has a right to acquire
    beneficial ownership of within 60 days. Under these rules
    and regulations, more than one person may be deemed a beneficial
    owner of the same securities and a person may be deemed to be a
    beneficial owner of securities in which he has no economic
    interest. As of March 1, 2010, the Company had
    50,015,691 shares of common stock outstanding.(2)
    
    Franklin Resources, Inc. (FRI) filed a
    Schedule 13D with the SEC on February 8, 2010
    reporting that one or more open- or closed-end investment
    companies or other managed accounts that are clients of
    investment managers that are direct and indirect subsidiaries
    (collectively, the Investment Management
    Subsidiaries) of FRI beneficially owned
    15,264,757 shares of the Companys common stock as of
    January 29, 2010. The number of shares of the
    Companys common stock as to which each reporting person on
    this Schedule 13D and other Investment Management
    Subsidiaries has sole power to vote or to direct the vote of the
    Companys common stock is as follows: Franklin Resources,
    Inc: 0; Charles B. Johnson: 0; Rupert H. Johnson, Jr.: 0;
    Franklin Advisers, Inc.: 15,110,290; Franklin Templeton
    Investments Australia Limited: 2,219; Franklin Templeton
    Investments Corp.: 3,255; Franklin Templeton Investment
    Management Limited: 6,144; and Templeton Global Advisors
    Limited: 20,282. The number of shares of the Companys
    common stock as to which each reporting person on this
    Schedule 13D and other Investment Management Subsidiaries
    has sole power to dispose or to direct the disposition of the
    Companys common stock is as follows: Franklin Resources,
    Inc: 0; Charles B. Johnson: 0; Rupert H. Johnson, Jr.: 0;
    Franklin Advisers, Inc.: 15,232,857; Franklin Templeton
    Investments Australia Limited: 2,219; Franklin Templeton
    Investments Corp.: 3,255; Franklin Templeton Investment
    Management Limited: 6,144; and Templeton Global Advisors
    Limited: 20,282 120




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##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE.  Review,
    Approval or Ratification of Transactions with Related
    Persons
      
    the size of the transaction and the amount payable to a related
    person;
    the nature of the interest of the related person in the
    transaction;
    whether the transaction was undertaken in the ordinary course of
    business; and
    whether the transaction involves the provision of goods or
    services to the Company that are available from unrelated third
    parties and, if so, whether the transaction is on terms and made
    under circumstances that are at least as favorable to the
    Company as would be available in comparable transactions with or
    involving unrelated third parties.    Director
    Independence
    and/or and/or and/or
 121




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.  and/or and/or
    2009


2008Audit Fees

$
2,329,725


$
3,349,883Audit-Related Fees






Tax Fees


882,108



All Other Fees


156,446



Total

$
3,368,279


$
3,349,883   Audit Fees. Form 10-Q,
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
     122




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.  (a)(1)
    and (2)  List of financial statements and financial
    statement schedules
    Managements Report on Internal Control Over Financial
    ReportingReports of Independent Registered Public Accounting FirmConsolidated Balance Sheets at December 31, 2009 and 2008Consolidated Statements of Operations and Comprehensive Income
    (Loss) for each of the years in the three year period ended
    December 31, 2009Consolidated Statements of Cash Flows for each of the years in
    the three year period ended December 31, 2009Consolidated Statements of Changes in Shareholders Equity
    (Deficit) for each of the years in the three year period ended
    December 31, 2009Notes to Consolidated Financial Statements    123




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##### Table of Contents



(b)
    Exhibits:  Exhibit No.

Document2
.1

Joint Plan of Reorganization, as confirmed by the Bankruptcy
    Court on January 12, 2010. (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
    January 15, 2010, Commission File
    No. 001-07155).3
.1

Amended and Restated Certificate of Incorporation of the Company
    (incorporated by reference to Exhibit 3.1 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 4, 2010, Commission File
    No. 001-07155).3
.2

Sixth Amended and Restated Bylaws of the Company (incorporated
    by reference to Exhibit 3.2 to the Companys Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 4, 2010, Commission File
    No. 001-07155).4
.1

Indenture, dated as of January 29, 2010, between the
    Company and The Bank of New York Mellon, as Trustee, with
    respect to the Companys 12%/14% Senior Subordinated
    Notes due 2017 (incorporated by reference to Exhibit 4.1 to
    the Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 4, 2010, Commission File
    No. 001-07155).4
.2

Form of 12%/14% Senior Subordinated Notes due 2017
    (attached as Exhibit A to Exhibit 4.1).4
.3

Registration Rights Agreement, dated as of January 29,
    2010, among the Company and Franklin Advisers, Inc. and certain
    of its affiliates (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 4, 2010, 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 the Company, 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). 124




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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

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
.12

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
.13

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).
    This Agreement is no longer in effect.10
.14

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).
    This Agreement is no longer in effect.10
.15

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
.16

Third Amended and Restated Credit Agreement, dated as of
    January 29, 2010, by and among the Company, R.H. Donnelley
    Inc., as borrower, the lenders parties thereto and Deutsche Bank
    Trust Company Americas, as administrative agent and as
    collateral 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
    February 4, 2010, Commission File
    No. 001-07155).10
.17

Credit Agreement, dated as of June 6, 2008, as amended and
    restated as of January 29, 2010, by and among the Company,
    Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, as
    borrower, the lenders parties thereto and JPMorgan Chase Bank,
    N.A., as administrative agent and 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
    February 4, 2010, Commission File
    No. 001-07155). 125




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##### Table of Contents



Exhibit No.

Document10
.18

Credit Agreement, dated as of October 24, 2007, as amended
    and restated as of January 29, 2010, by and among the
    Company, Dex Media, Inc., Dex Media East, Inc., Dex Media East
    LLC, as borrower, the lenders parties thereto and JPMorgan Chase
    Bank, N.A., as administrative agent and as collateral agent
    (incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 4, 2010, Commission File
    No. 001-07155).10
.19ˆ*

Board of Director Compensation Program (as approved on
    February 22, 2010).10
.20ˆ

Pension Benefit Equalization Plan (incorporated by reference to
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    October 29, 2007, Commission File
    No. 001-07155).10
.21ˆ

Dex One Corporation Restoration Plan, effective as of
    January 1, 2009 (incorporated by reference to
    Exhibit 10.40 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed with the
    Securities and Exchange Commission on March 27, 2009,
    Commission File
    No. 001-07155).10
.22ˆ

R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan
    As Amended and Restated as of December 31, 2008
    (incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 7, 2009, Commission File
    No. 001-07155).10
.23ˆ

Dex One Corporation 2009 Long-Term Incentive Program for
    Executive Officers (as adopted and effective as of March 9,
    2009 (incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 7, 2009, Commission File
    No. 001-07155).10
.24ˆ

Dex One Corporation Equity Incentive Plan adopted and effective
    as of January 29, 2010 (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
    February 4, 2010, Commission File
    No. 001-07155).10
.25ˆ*

Form of Stock Appreciation Rights Agreement for Executive
    Officers who are Senior Vice Presidents and Above for the March
    2010 SAR Awards.10
.26ˆ*

Form of Stock Appreciation Right Agreement for Employees other
    than Executive Officers who are Senior Vice Presidents and Above
    for the March 2010 SAR Awards.10
.27ˆ

Amended and Restated Employment Agreement, dated as of
    December 31, 2008, by and between the Company and David C.
    Swanson (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    filed with the Securities and Exchange Commission on
    January 7, 2009, Commission File
    No. 001-07155).10
.28ˆ

Amendment No. 1 to Employment Agreement, dated as of
    March 9, 2009, between the Company and David C. Swanson
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2009 filed with the
    Securities and Exchange Commission on May 5, 2009,
    Commission File
    No. 001-07155).10
.29ˆ

Amendment, dated as of January 29, 2010 to Amended and
    Restated Employment Agreement, effective as of December 31,
    2008, between the Company and David C. Swanson (incorporated by
    reference to Exhibit 10.5 to the Companys Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 4, 2010, Commission File
    No. 001-07155).10
.30ˆ

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

Amendment No. 1 to Employment Agreement, dated as of
    March 9, 2009, between the Company and Steven M. Blondy
    (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2009 filed with the
    Securities and Exchange Commission on May 5, 2009,
    Commission File
    No. 001-07155). 126




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##### Table of Contents



Exhibit No.

Document10
.32ˆ

Amendment, dated as of January 29, 2010 to Amended and
    Restated Employment Agreement, effective as of December 31,
    2008, between the Company and Steven M. Blondy (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
    February 4, 2010, Commission File
    No. 001-07155).10
.33ˆ

Employment Agreement, dated as of November 8, 2002 by and
    between Maggie Le Beau and Dex Media, Inc. (incorporated by
    reference to Exhibit 10.23 to Dex Media, Inc.s
    Registration Statement on
    Form S-4
    filed with the Securities and Exchange Commission on
    April 14, 2004, Commission File
    No. 333-114472).10
.34ˆ

Amendment, dated as of January 29, 2010 to Employment
    Agreement, effective as of November 8, 2002, between the
    Company and Margaret Le Beau (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
    February 4, 2010, Commission File
    No. 001-07155).10
.35ˆ

R.H. Donnelley Corporation Severance Plan  Senior
    Vice President, effective as amended March 9, 2009
    (incorporated by reference to Exhibit 10.41 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed with the
    Securities and Exchange Commission on March 27, 2009,
    Commission File
    No. 001-07155).10
.36ˆ

Amendment, dated as of January 29, 2010, to the
    Companys Severance Plan  Senior Vice President
    (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
    February 4, 2010, Commission File
    No. 001-07155).10
.37ˆ

Supplemental Executive Retirement Agreement, effective as of
    December 31, 2008, by and between the Company and David C.
    Swanson (incorporated by reference to Exhibit 10.6 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 7, 2009, Commission File
    No. 001-07155).10
.38ˆ

Amendment, dated as of April 21, 2009, to the Supplemental
    Executive Retirement Agreement between the Company and David C.
    Swanson, effective as of December 31, 2008 (incorporated by
    reference to Exhibit 10.2 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2009 filed with the
    Securities and Exchange Commission on August 4, 2009,
    Commission File
    No. 001-07155).10
.39ˆ

Form of Indemnification Agreement for Directors of the Company
    (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
    February 4, 2010, Commission File
    No. 001-07155).21
.1*

Subsidiaries of the Registrant.31
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2009 by David C. Swanson,
    Chairman and Chief Executive Officer of the Company under
    Section 302 of the Sarbanes-Oxley Act.31
.2*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2009 by Steven M. Blondy,
    Executive Vice President and Chief Financial Officer of the
    Company under Section 302 of the Sarbanes-Oxley Act.32
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2009 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 the
    Company.99
.1

Order Confirming Joint Plan of Reorganization, as entered by the
    Bankruptcy Court on January 12, 2010 (incorporated by
    reference to Exhibit 99.1 to the Companys Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 15, 2010, Commission File
    No. 001-07155).     *
    
    Filed herewith.Management contract or compensatory plan. 127




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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 (Principal
    Executive Officer)

March 12, 2010/s/  Steven
    M. Blondy(Steven
    M. Blondy)

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

March 12, 2010/s/  Sylvester
    J. Johnson(Sylvester
    J. Johnson)

Vice President  Corporate Controller
    and Chief Accounting Officer (Principal Accounting Officer)

March 12, 2010/s/  Jonathan
    B. BulkeleyJonathan
    B. Bulkeley

Director

March 12, 2010/s/  Eugene
    I. Davis(Eugene
    I. Davis)

Director

March 12, 2010/s/  W.
    Kirk LiddellW.
    Kirk Liddell

Director

March 12, 2010/s/  Richard
    L. KuersteinerRichard
    L. Kuersteiner

Director

March 12, 2010/s/  Mark
    A. McEachenMark
    A. McEachen

Director

March 12, 2010/s/  Alan
    F. SchultzAlan
    F. Schultz

Director

March 12, 2010  128




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##### Table of Contents



Exhibit Index
  Exhibit No.

Document10
.19ˆ*

Board of Director Compensation Program (as approved on
    February 22, 2010).10
.25ˆ*

Form of Stock Appreciation Rights Agreement for Executive
    Officers who are Senior Vice Presidents and Above for the March
    2010 SAR Awards.10
.26ˆ*

Form of Stock Appreciation Right Agreement for Employees other
    than Executive Officers who are Senior Vice Presidents and Above
    for the March 2010 SAR Awards.21
.1*

Subsidiaries of the Registrant31
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2009 by David C. Swanson,
    Chairman and Chief Executive Officer of Dex One Corporation
    under Section 302 of the Sarbanes-Oxley Act31
.2*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2009 by Steven M. Blondy,
    Executive Vice President and Chief Financial Officer of Dex One
    Corporation under Section 302 of the Sarbanes-Oxley Act32
.1*

Certification of Annual Report on
    Form 10-K
    for the period ended December 31, 2009 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 Dex
    One Corporation     *
    
    Filed herewithˆ
    
    Management contract or compensatory plan. 129