##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 333-59287
 R.H. DONNELLEY INC.
  Delaware
    
    36-2467635(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)
 (919) 297-1600
 
   
   þ o
  o o þ
 o þ
  Title of Class
    
    Shares Outstanding at November 9, 2006Common Stock, no par value
    
    100
 THE REGISTRANT IS A WHOLLY OWNED SUBSIDIARY OF R.H. DONNELLEY CORPORATION. THE
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND
IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.




---



##### 



R.H. DONNELLEY INC.
INDEX TO FORM 10-Q
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets at September 30, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Operations and Comprehensive Income for
the three and nine months ended September 30, 2006 and September 30, 2005
    
    
    4Consolidated Statements of Cash Flows for the nine months ended September 30,
2006 and September 30, 2005
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Narrative Analysis of Results of Operations *
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk **
    
    
    26Item 4. Controls and Procedures
    
    
    26PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ***
    
    
    27Item 3. Defaults Upon Senior Securities ***
    
    
    27Item 4. Submission of Matters to a Vote of Security Holders ***
    
    
    27Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    28SIGNATURES
    
    
    34
 
    2




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##### 



Part I. FINANCIAL INFORMATION
 R.H. Donnelley Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
 September 30,
    
    December 31,(in thousands)
    
    2006
    
    2005AssetsCurrent AssetsCash and cash equivalents
    
    $
    4,620
    
    
    $
    6,963Accounts receivableBilled
    
    
    105,540
    
    
    
    116,576Unbilled
    
    
    344,683
    
    
    
    362,343Allowance for doubtful accounts and sales claims
    
    
    (25,227
    )
    
    
    (27,328
    )Net accounts receivable
    
    
    424,996
    
    
    
    451,591Deferred directory costs
    
    
    70,635
    
    
    
    67,686Other current assets
    
    
    39,451
    
    
    
    47,414Total current assets
    
    
    539,702
    
    
    
    573,654Fixed assets and computer software, net
    
    
    72,156
    
    
    
    55,687Amount due from Parent, net
    
    
    393,840
    
    
    
    331,841Other non-current assets
    
    
    60,265
    
    
    
    79,354Intangible assets, net
    
    
    2,777,314
    
    
    
    2,833,200Goodwill
    
    
    319,014
    
    
    
    319,014Total Assets
    
    $
    4,162,291
    
    
    $
    4,192,750Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    53,019
    
    
    $
    69,605Accrued interest
    
    
    28,244
    
    
    
    11,196Deferred directory revenue
    
    
    431,728
    
    
    
    457,721Short-term deferred income taxes, net
    
    
    93,434
    
    
    
    91,183Current portion of long-term debt
    
    
    82,167
    
    
    
    100,234Total current liabilities
    
    
    688,592
    
    
    
    729,939Long-term debt
    
    
    2,494,503
    
    
    
    2,678,615Deferred income taxes, net
    
    
    138,908
    
    
    
    66,921Other non-current liabilities
    
    
    54,122
    
    
    
    54,305Total liabilities
    
    
    3,376,125
    
    
    
    3,529,780Commitments and contingenciesShareholders EquityCommon stock, no par value, authorized, issued
and outstanding  100 shares
    
    
    308,942
    
    
    
    308,942Retained earnings
    
    
    478,248
    
    
    
    350,216Accumulated other comprehensive (loss) income
    
    
    (1,024
    )
    
    
    3,812Total shareholders equity
    
    
    786,166
    
    
    
    662,970Total Liabilities and Shareholders Equity
    
    $
    4,162,291
    
    
    $
    4,192,750
  3




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##### 



R.H. Donnelley Inc. and Subsidiaries  Consolidated Statements of Operations and Comprehensive Income (Unaudited)
 Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,(in thousands)
    
    2006
    
    2005
    
    2006
    
    2005Net revenue
    
    $
    258,315
    
    
    $
    255,214
    
    
    $
    778,155
    
    
    $
    695,521ExpensesOperating expenses
    
    
    102,507
    
    
    
    114,411
    
    
    
    309,607
    
    
    
    323,211General and administrative expenses
    
    
    12,888
    
    
    
    16,587
    
    
    
    50,670
    
    
    
    44,568Depreciation and amortization
    
    
    22,526
    
    
    
    21,484
    
    
    
    65,080
    
    
    
    63,747Total expenses
    
    
    137,921
    
    
    
    152,482
    
    
    
    425,357
    
    
    
    431,526Operating income
    
    
    120,394
    
    
    
    102,732
    
    
    
    352,798
    
    
    
    263,995Interest expense, net
    
    
    (49,102
    )
    
    
    (52,877
    )
    
    
    (146,465
    )
    
    
    (158,663
    )Income before income taxes
    
    
    71,292
    
    
    
    49,855
    
    
    
    206,333
    
    
    
    105,332Provision for income taxes
    
    
    27,053
    
    
    
    19,378
    
    
    
    78,301
    
    
    
    40,885Net income
    
    $
    44,239
    
    
    $
    30,477
    
    
    $
    128,032
    
    
    $
    64,447Comprehensive IncomeNet income
    
    $
    44,239
    
    
    $
    30,477
    
    
    $
    128,032
    
    
    $
    64,447Unrealized (loss) gain on interest rate swaps, net of tax
    
    
    (11,713
    )
    
    
    7,268
    
    
    
    (4,836
    )
    
    
    11,152Comprehensive income
    
    $
    32,526
    
    
    $
    37,745
    
    
    $
    123,196
    
    
    $
    75,599
  4




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##### 



R.H. Donnelley Inc. and Subsidiaries  Consolidated Statements of Cash Flows (Unaudited)
 Nine months endedSeptember 30,( in thousands)
    
    2006
    
    2005Cash Flows from Operating ActivitiesNet income
    
    $
    128,032
    
    
    $
    64,447Reconciliation of net income to net cash provided by operating activities:Depreciation and amortization
    
    
    65,080
    
    
    
    63,747Deferred income taxes
    
    
    78,301
    
    
    
    43,324Provision for bad debts
    
    
    27,867
    
    
    
    21,224Stock-based compensation expense
    
    
    22,404
    
    
    
    4,420Other non-cash items
    
    
    3,582
    
    
    
    12,383Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (1,272
    )
    
    
    21,977Decrease in other assets
    
    
    17,101
    
    
    
    49,474Increase (decrease) in accounts payable and accrued liabilities
    
    
    203
    
    
    
    (2,100
    )(Decrease) increase in deferred directory revenue
    
    
    (25,993
    )
    
    
    41,100Increase in other non-current liabilities
    
    
    (4,179
    )
    
    
    (7,159
    )(Increase) decrease in amount due from Parent, net
    
    
    (82,921
    )
    
    
    23,030Net cash provided by operating activities
    
    
    228,205
    
    
    
    335,867Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (27,166
    )
    
    
    (20,473
    )Net cash used in investing activities
    
    
    (27,166
    )
    
    
    (20,473
    )Cash Flows from Financing ActivitiesProceeds from the issuance of debt, net of costs
    
    
    (1,397
    )
    
    
    Revolver borrowings
    
    
    185,600
    
    
    
    263,000Revolver repayments
    
    
    (172,200
    )
    
    
    (281,200
    )Credit facility repayments
    
    
    (215,580
    )
    
    
    (302,147
    )Increase (decrease) in checks not yet presented for payment
    
    
    195
    
    
    
    (362
    )Net cash used in financing activities
    
    
    (203,382
    )
    
    
    (320,709
    )Decrease in cash and cash equivalents
    
    
    (2,343
    )
    
    
    (5,315
    )Cash and cash equivalents, beginning of year
    
    
    6,963
    
    
    
    10,755Cash and cash equivalents, end of period
    
    $
    4,620
    
    
    $
    5,440Supplemental Information:Cash paid:Interest
    
    $
    121,740
    
    
    $
    123,428Income taxes, net
    
    $
    231
    
    
    $
    508
  5




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##### 



R.H. Donnelley Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)  (tabular amounts in thousands, except share and per share data)
 1. Business and Basis of Presentation
   www.bestredyp.com www.chicagolandyp.com
 Significant Business Developments
   6




---



##### 



2. Summary of Significant Accounting Policies
 Principles of Consolidation.
 Revenue Recognition.
 Revenue Arrangements with Multiple
Deliverables.
 Deferred Directory Costs
 Cash and Cash Equivalents.
 Accounts Receivable.
 7




---



##### 



Fixed Assets and Computer Software.
 Interest Expense and Deferred Financing Costs.
 Advertising Expense.
 Concentration of Credit Risk.
   Derivative Financial Instruments.
 8




---



##### 



Income Taxes. Accounting for Income Taxes
 Stock-Based Awards.
 Share-Based
Payment
 Accounting for Stock Issued to Employees
  9




---



##### 



Three Months Ended
    
    Nine Months EndedSeptember 30, 2006
    

September 30, 2006As Reported
    
    Per APB 25
    
    As Reported
    
    Per APB 25Total stock-based
compensation
expense
    
    $
    3,894
    
    
    $
    (254
    )
    
    $
    22,404
    
    
    $
    1,382Net income
    
    $
    44,239
    
    
    $
    46,811
    
    
    $
    128,032
    
    
    $
    141,066
    September 30, 2006Dividend yield
    
    0%Expected volatility
    
    24.85%Risk-free interest rate
    
    4.62%Expected life
    
    5 years
    10




---



##### 



WeightedAverage
    
    AggregateExercise/Grant
    
    IntrinsicShares
    
    Price Per Share
    
    ValueAwards outstanding, January 1, 2006
    
    
    5,798,045
    
    
    $
    40.67
    
    
    $
    88,149Granted
    
    
    730,240
    
    
    
    63.29
    
    
    
    3Dex stock-based awards converted
    
    
    1,725,361
    
    
    
    12.73
    
    
    
    69,537Exercised
    
    
    (1,633,714
    )
    
    
    15.37
    
    
    
    (61,386
    )Forfeitures
    
    
    (210,983
    )
    
    
    54.58
    
    
    
    (1,046
    )Awards outstanding, September 30, 2006
    
    
    6,408,949
    
    
    $
    41.69
    
    
    $
    95,257Available for future grants at September 30, 2006
    
    
    3,996,473
   Stock Awards Outstanding
    
    
    Stock Awards ExercisableWeighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    
    
    
    
    
    Average
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    
    Remaining
    
    AverageRange of
    
    
    
    
    
    Contractual
    
    Exercise/Grant
    
    
    
    
    
    
    Contractual
    
    Exercise/GrantExercise/Grant
    
    
    
    
    
    Life
    
    Price Per
    
    
    
    
    
    
    Life
    
    Price PerPrices
    
    Shares
    
    (In Years)
    
    Share
    
    
    Shares
    
    (In Years)
    
    Share$10.78  $14.75
    
    
    414,174
    
    
    
    5.97
    
    
    $
    11.04
    
    
    
    
    288,483
    
    
    
    5.40
    
    
    $
    11.15$15.22  $19.41
    
    
    316,723
    
    
    
    2.37
    
    
    
    15.77
    
    
    
    
    316,723
    
    
    
    2.37
    
    
    
    15.77$24.75  $29.59
    
    
    1,723,629
    
    
    
    3.72
    
    
    
    25.96
    
    
    
    
    1,394,504
    
    
    
    3.83
    
    
    
    26.06$30.11  $39.21
    
    
    160,889
    
    
    
    3.40
    
    
    
    30.92
    
    
    
    
    125,872
    
    
    
    3.39
    
    
    
    30.86$41.10  $43.85
    
    
    1,403,323
    
    
    
    4.66
    
    
    
    41.40
    
    
    
    
    956,349
    
    
    
    4.65
    
    
    
    41.40$46.06  $55.25
    
    
    100,640
    
    
    
    6.34
    
    
    
    51.88
    
    
    
    
    27,352
    
    
    
    5.19
    
    
    
    48.35$56.55  $65.00
    
    
    2,289,571
    
    
    
    5.98
    
    
    
    63.16
    
    
    
    
    456,554
    
    
    
    5.48
    
    
    
    59.246,408,949
    
    
    
    4.84
    
    
    $
    41.69
    
    
    
    
    3,565,837
    
    
    
    4.25
    
    
    $
    32.64
   Non-vested
    
    Weighted Average
    
    
    
    
    
    Weighted AverageStock
    
    Grant Date
    
    Non-vested
    
    Grant Date ExerciseOptions and
    
    Exercise Price Per
    
    Restricted
    
    Price PerSARs
    
    Award
    
    Stock
    
    AwardNon-vested at January 1, 2006
    
    
    3,669,229
    
    
    $
    49.39
    
    
    
    
    
    
    
    Granted
    
    
    730,240
    
    
    
    63.29
    
    
    
    148,628
    
    
    $
    62.00Non-vested Dex Options

    
    
    224,597
    
    
    
    12.73
    
    
    
    
    
    
    
    ConvertedVested
    
    
    (1,569,971
    )
    
    
    44.71
    
    
    
    
    
    
    
    Forfeitures
    
    
    (210,983
    )
    
    
    54.58
    
    
    
    (9,650
    )
    
    
    61.88Non-vested at September 30, 2006
    
    
    2,843,112
    
    
    $
    53.04
    
    
    
    138,978
    
    
    $
    62.01
 11




---



##### 



12




---



##### 



Accounting for
Stock Based Compensation
 Three Months
    
    Nine MonthsEnded
    
    EndedSeptember 30,
    
    September 30,2005
    
    2005Net income, as reported
    
    $
    30,477
    
    
    $
    64,447Add: Stock-based compensation expense
included in reported net income, net of
related tax effects
    
    
    1,055
    
    
    
    2,699Less: Stock-based compensation expense
that would have been included in the
determination of net income if the fair
value method had been applied to all
awards, net of related tax effects
    
    
    (2,041
    )
    
    
    (5,749
    )Pro forma net income
    
    $
    29,491
    
    
    $
    61,397
  September 30, 2005Dividend yield
    
    
    0
    %Expected volatility
    
    
    30
    %Risk-free interest rate
    
    
    3.9
    %Expected holding period
    
    5 years
 Estimates.
 New Accounting Pronouncements.
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R)
 13




---



##### 



Fair Value Measurements
 Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements
 Accounting for Uncertainty in Income Taxes: An
Interpretation of FASB Statement No. 109
  3. Acquisitions
   Business
Combinations Goodwill and Other Intangible Assets
 14




---



##### 



4. Intangible Assets and Goodwill
  DirectoryServices
    
    Local Customer
    
    National CMRAgreements
    
    Relationships
    
    Relationships
    
    Trade Names
    
    TotalInitial fair value:AT&T
    
    $
    952,500
    
    
    $
    90,000
    
    
    $
    55,000
    
    
    $
    
    
    
    $
    1,097,500Embarq
    
    
    1,625,000
    
    
    
    200,000
    
    
    
    60,000
    
    
    
    30,000
    
    
    
    1,915,000Total
    
    
    2,577,500
    
    
    
    290,000
    
    
    
    115,000
    
    
    
    30,000
    
    
    
    3,012,500Accumulated amortization
    
    
    (162,500
    )
    
    
    (51,836
    )
    
    
    (13,350
    )
    
    
    (7,500
    )
    
    
    (235,186
    )Net intangible assets
    
    $
    2,415,000
    
    
    $
    238,164
    
    
    $
    101,650
    
    
    $
    22,500
    
    
    $
    2,777,314
  15




---



##### 



5. Long-Term Debt
  September 30, 2006
    
    December 31, 2005Credit Facility
    
    $
    1,968,736
    
    
    $
    2,170,9158.875% Senior Notes due 2010
    
    
    7,934
    
    
    
    7,93410.875% Senior Subordinated Notes due 2012
    
    
    600,000
    
    
    
    600,000Total
    
    
    2,576,670
    
    
    
    2,778,849Less current portion
    
    
    82,167
    
    
    
    100,234Long-term debt
    
    $
    2,494,503
    
    
    $
    2,678,615
 16




---



##### 



Credit Facility
   
    
    The higher of (i) a base rate as determined by the Administrative Agent, Deutsche
Bank Trust Company Americas and (ii) the Federal Funds Effective Rate (as defined) plus
0.50%, and in each case, plus a 0.25% margin on the Revolver and Term Loan A-4 and a 0.50%
margin on Term Loan D-1 and Term Loan D-2; or
    
    The LIBOR rate plus a 1.25% margin on the Revolver and Term Loan A-4 and a 1.50% margin
on Term Loan D-1 and Term Loan D-2. We may elect interest periods of 1, 2, 3 or 6 months
(or 9 or 12 months if, at the time of the borrowing, all lenders agree to make such term
available), for LIBOR borrowings.
  Notes
  17




---



##### 



6. Restructuring Charges
  2003
    
    2005Restructuring
    
    RestructuringThree months ended September 30, 2006
    
    Actions
    
    Actions
    
    TotalBalance at June 30, 2006
    
    $
    1,276
    
    
    $
    5,740
    
    
    $
    7,016Payments
    
    
    (169
    )
    
    
    (194
    )
    
    
    (363
    )Balance at September 30, 2006
    
    $
    1,107
    
    
    $
    5,546
    
    
    $
    6,653
 2003
    
    2005Restructuring
    
    RestructuringNine months ended September 30, 2006
    
    Actions
    
    Actions
    
    TotalBalance at December 31, 2005
    
    $
    1,577
    
    
    $
    6,472
    
    
    $
    8,049Payments
    
    
    (470
    )
    
    
    (926
    )
    
    
    (1,396
    )Balance at September 30, 2006
    
    $
    1,107
    
    
    $
    5,546
    
    
    $
    6,653
   18




---



##### 



7. Benefit Plans
 Retirement Plans.
  Savings Plan.
 Other Postretirement Benefits.
 Employers Disclosures About Pensions and Other Postretirement
Benefits (Revised 2003),
 Pension BenefitsThree Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2006
    
    2005
    
    2006
    
    2005Service cost
    
    $
    1,352
    
    
    $
    1,183
    
    
    $
    4,056
    
    
    $
    3,867Interest cost
    
    
    1,691
    
    
    
    1,610
    
    
    
    5,073
    
    
    
    4,796Expected return on plan assets
    
    
    (2,063
    )
    
    
    (2,091
    )
    
    
    (6,188
    )
    
    
    (6,271
    )Unrecognized prior service cost
    
    
    33
    
    
    
    28
    
    
    
    100
    
    
    
    104Amortization of unrecognized loss
    
    
    468
    
    
    
    343
    
    
    
    1,403
    
    
    
    983Net periodic benefit cost
    
    $
    1,481
    
    
    $
    1,073
    
    
    $
    4,444
    
    
    $
    3,479
 Postretirement BenefitsThree Months
    
    Nine MonthsEnded September 30,
    
    Ended September 30,2006
    
    2005
    
    2006
    
    2005Service cost
    
    $
    183
    
    
    $
    187
    
    
    $
    547
    
    
    $
    563Interest cost
    
    
    313
    
    
    
    273
    
    
    
    937
    
    
    
    817Unrecognized prior service cost
    
    
    202
    
    
    
    240
    
    
    
    608
    
    
    
    720Amortization of unrecognized loss
    
    
    65
    
    
    
    25
    
    
    
    195
    
    
    
    75Net periodic benefit cost
    
    $
    763
    
    
    $
    725
    
    
    $
    2,287
    
    
    $
    2,175
  19




---



##### 



8. Business Segments
  9. Litigation
    10. Related Party Transactions and Allocations
  11. Guarantees
  20




---



##### 



Managements Narrative Analysis of Results of Operations
 Forward-Looking Information
  Corporate Overview
 www.bestredyp.com www.chicagolandyp.com
   21




---



##### 



New Accounting Pronouncements
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 88, 106, and 132(R)
 Fair Value Measurements
 Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements
 Accounting for Uncertainty in Income Taxes: An
Interpretation of FASB Statement No. 109
  Segment Reporting
  22




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##### 



RESULTS OF OPERATIONS
Nine months ended September 30, 2006 and 2005
 Factors Affecting Comparability
  GAAP Reported Results
 Net Revenue
  Nine Months Ended September 30,(amounts in millions)
    
    2006
    
    2005
    
    $ ChangeGross directory advertising revenue
    
    $
    778.9
    
    
    $
    694.2
    
    
    $
    84.7Sales claims and allowances
    
    
    (8.4
    )
    
    
    (6.7
    )
    
    
    (1.7
    )Net directory advertising revenue
    
    
    770.5
    
    
    
    687.5
    
    
    
    83.0Other revenue
    
    
    7.7
    
    
    
    8.0
    
    
    
    (0.3
    )Total
    
    $
    778.2
    
    
    $
    695.5
    
    
    $
    82.7
    23




---



##### 



Expenses
  Nine Months Ended September 30,(amounts in millions)
    
    2006
    
    2005
    
    $ ChangeOperating expenses
    
    $
    309.6
    
    
    $
    323.2
    
    
    $
    (13.6
    )G&A expenses
    
    
    50.7
    
    
    
    44.6
    
    
    
    6.1D&A expenses
    
    
    65.1
    
    
    
    63.7
    
    
    
    1.4Total
    
    $
    425.4
    
    
    $
    431.5
    
    
    $
    (6.1
    )
  Operating Expenses
  Nine MonthsEndedSeptember 30,2006(amounts in millions)
    
    $ ChangeExpenses related to the AT&T Directory Business excluded
from the corresponding 2005 period due to purchase
accounting from the AT&T Directory Acquisition
    
    $
    14.8Increased bad debt expense, commissions and sales costs
    
    
    16.2Stock-based compensation expense resulting from the adoption
of SFAS No. 123(R)
    
    
    8.1Difference between amortization of cost uplift in 2006
compared to 2005 from the AT&T Directory Acquisition
    
    
    (52.6
    )All other
    
    
    (0.1
    )Total decrease in operating expenses for the nine months
ended September 30, 2006, compared to the same period in
2005
    
    $
    (13.6
    )
  24




---



##### 



General and Administrative Expenses
  Depreciation and Amortization
  Operating Income
  Nine Months Ended September 30,(amounts in millions)
    
    2006
    
    2005
    
    $ChangeTotal
    
    $
    352.8
    
    
    $
    264.0
    
    
    $
    88.8
  25




---



##### 



Interest Expense, Net
  Income Taxes
  Quantitative and Qualitative Disclosures About Market Risk
  Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures.
 (b) Changes in Internal Control Over Financial Reporting.
 26




---



##### 



Legal Proceedings
    Unregistered Sales of Equity Securities and Use of Proceeds
  Defaults Upon Senior Securities
  Submission of Matters to a Vote of Security Holders
  Other Information
  27




---



##### 



Exhibits
  Exhibit No.
    
    Document2.1#
    
    Stock Purchase Agreement, dated as of September 21, 2002, by and among RHD,
Sprint Corporation and Centel Directories LLC (incorporated by reference to
Exhibit 2.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on October 1, 2002, Commission File No.
333-59287)2.2
    
    Supplemental Agreement to Stock Purchase Agreement, dated as of December
31, 2002, by and among RHD, Sprint Corporation and Centel Directories LLC
(incorporated by reference to Exhibit 2.2 to the Companys Current Report
on Form 8-K, filed with the Securities and Exchange Commission on January
17, 2003, Commission File No. 333-59287)2.3#
    
    Purchase Agreement, dated as of July 28, 2004, by and among RHD, Ameritech
Corporation and Ameritech Publishing, Inc. (incorporated by reference to
Exhibit 2.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 2, 2004, Commission File No.
333-59287)2.4
    
    Amendment No. 1 to the Purchase Agreement, dated as of September 1, 2004,
by and among RHD, Ameritech Corporation and Ameritech Publishing, Inc.
(incorporated by reference to Exhibit 2.2 to the Companys Current Report
on Form 8-K, filed with the Securities and Exchange Commission on September
3, 2004, Commission File No. 333-59287)3.1
    
    Certificate of Incorporation of the Company (incorporated by reference to
Exhibit 3.3 to Amendment No. 1 to the Registration Statement on Form S-4,
filed with the Securities and Exchange Commission on August 7, 1998,
Registration No. 333-59287)3.2
    
    By-laws of the Company (incorporated by reference to Exhibit 3.2 to the
Companys Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on July 17, 1998, Registration No. 333-59287)4.1
    
    Indenture, dated as of December 3, 2002, between the Company (as successor
to R.H. Donnelley Finance Corporation I), as Issuer, and The Bank of New
York, as Trustee, with respect to the 8.875% Senior Notes due 2010
(incorporated by reference to Exhibit 4.13 to the Companys Annual Report
on Form 10-K, filed with the Securities and Exchange Commission on March
20, 2003, Commission File No. 333-59287)4.2
    
    Form of 8.875% Senior Notes due 2010 (included in Exhibit 4.1)4.3
    
    Supplemental Indenture, dated as of January 3, 2003, among the Company., as
Issuer, RHD and the other guarantors signatory thereto, as Guarantors, and
The Bank of New York, as Trustee, with respect to the 8.875% Senior Notes
due 2010 (incorporated by reference to Exhibit 4.14 to the Companys Annual
Report on Form 10-K, filed with the Securities and Exchange Commission on
March 20, 2003, Commission File No. 333-59287)4.4
    
    Second Supplemental Indenture, dated as of September 1, 2004, by and among
the Company , the guarantors party thereto and The Bank of New York, as
Trustee, with respect to the 8.875% Senior Notes due 2010 of the Company
(incorporated by reference to Exhibit 4.1 to the Companys Current Report
on Form 8-K, filed with the Securities and Exchange Commission on September
3, 2004, Commission File No. 333-59287)
 28




---



##### 



Exhibit No.
    
    Document4.5
    
    Third Supplemental Indenture, dated as of December 6, 2005, by and among
the Company, as Issuer, RHD and the subsidiary guarantors named therein, as
Guarantors, and The Bank of New York, as Trustee, with respect to the
8.875% Senior Notes due 2010 of R.H. Donnelley, Inc. (incorporated by
reference to Exhibit 4.1 of the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on December 20, 2005,
Commission File No. 333-59287)4.6
    
    Guarantees relating to the 8.875% Senior Notes due 2010 (incorporated by
reference to Exhibit 4.16 to the Companys Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on March 20, 2003,
Commission File No. 333-59287)4.7
    
    Senior Guarantees relating to Second Supplemental Indenture to the
Indenture governing the 8.875% Senior Notes due 2010 (incorporated by
reference to Exhibit 4.3 to the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on September 3, 2004,
Commission File No. 333-59287)4.8
    
    Indenture, dated as of December 3, 2002, between the Company (as successor
to R.H. Donnelley Finance Corporation I), as Issuer, and The Bank of New
York, as Trustee, with respect to the 10.875% Senior Subordinated Notes due
2012 of the Company (incorporated by reference to Exhibit 4.17 to the
Companys Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March 20, 2003, Commission File No. 333-59287)4.9
    
    Form of 10.875% Senior Subordinated Notes due 2012 (included in Exhibit 4.8)4.10
    
    Supplemental Indenture, dated as of January 3, 2003, among the Company, as
Issuer, RHD and the other guarantors signatory thereto, as Guarantors, and
The Bank of New York, as Trustee, with respect to the 10.875% Senior
Subordinated Notes due 2012 (incorporated by reference to Exhibit 4.18 to
the Companys Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March 20, 2003, Commission File No. 333-59287)4.11
    
    Second Supplemental Indenture, dated as of January 9, 2004, among the
Company, as Issuer, RHD and other guarantors signatory thereto, as
Guarantors, and The Bank of New York, as Trustee, with respect to the
10.875% Senior Subordinated Notes due 2012 (incorporated by reference to
Exhibit 4.21 to the Companys Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on March 12, 2004, Commission File No.
333-59287)4.12
    
    Third Supplemental Indenture, dated as of September 1, 2004, by and among
the Company, and the guarantors party thereto, as Guarantors, and The Bank
of New York, as Trustee, with respect to the 10.875% Senior Subordinated
Notes due 2012 of the Company (incorporated by reference to Exhibit 4.2 to
the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on September 3, 2004, Commission File No. 333-59287)4.13
    
    Guarantees relating to the 10.875% Senior Subordinated Notes due 2012
(incorporated by reference to Exhibit 4.20 to the Companys Annual Report
on Form 10-K, filed with the Securities and Exchange Commission on March
20, 2003, Commission File No. 333-59287)4.14
    
    Senior Subordinated Guarantees relating to the Third Supplemental Indenture
to the Indenture governing the 10.875% Notes due 2012 (incorporated by
reference to Exhibit 4.4 to the Companys Current Report on Form 8-K, filed
with the Securities and Exchange Commission on September 3, 2004,
Commission File No. 333-59287)10.1#
    
    DonTech II Partnership Agreement, effective August 19, 1997, by and between
the Company (f/k/a The Reuben H. Donnelley Corporation) and R.H. Donnelley
Publishing and Advertising of Illinois Partnership, as successor to
Ameritech Publishing of Illinois, Inc. (incorporated by reference to
Exhibit 10.10 to Amendment No. 1 to the Companys Registration Statement on
Form S-4, filed with the Securities and Exchange Commission on August 7,
1998, Registration No. 333-59287)
 29




---



##### 



Exhibit No.
    
    Document10.2
    
    Amendment No. 1 to DonTech II Partnership Agreement, dated as of January
28, 2000, between the Company and R.H. Donnelley Publishing and Advertising
of Illinois Partnership, as successor to Ameritech Publishing of Illinois,
Inc. (incorporated by reference to Exhibit 10.4 to the Companys Annual
Report on Form 10-K, filed with the Securities and Exchange Commission on
March 12, 2004, Commission File No. 333-59287)10.3#
    
    Revenue Participation Agreement, dated as of August 19, 1997, by and
between R.H. Donnelley Publishing and Advertising of Illinois Partnership,
as successor to APIL Partners Partnership, and R.H. Donnelley APIL, Inc.,
as assignee of the Company (f/k/a The Reuben H. Donnelley Corporation)
(incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the
Companys Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on August 7, 1998, Registration No. 333-59287)10.4#
    
    Master Agreement, executed August 19, 1997, by and among the Company
(f/k/a The Reuben H. Donnelley Corporation), RHD (f/k/a The Dun &
Bradstreet Corporation), The Am-Don Partnership a/k/a DonTech, DonTech II,
Ameritech Publishing, Inc., Ameritech Publishing of Illinois, Inc.,
Ameritech Corporation, DonTech I Publishing Company LLC and the APIL
Partners Partnership (incorporated by reference to Exhibit 10.12 to
Amendment No. 1 to the Companys Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on August 7, 1998, Registration
No. 333-59287) This agreement is no longer in effect.10.5#
    
    Exclusive Sales Agency Agreement, effective August 19, 1997, between R.H.
Donnelley Publishing and Advertising of Illinois Partnership, as successor
to APIL Partners Partnership, and DonTech II (incorporated by reference to
Exhibit 10.13 to Amendment No. 1 to the Companys Registration Statement on
Form S-4, filed with the Securities and Exchange Commission on August 7,
1998, Registration No. 333-59287)10.6
    
    Agreement for Publishing Services, dated as of January 1, 2002, between
Ameritech Publishing Inc. and the Company (certain portions of this exhibit
have been omitted and filed separately with the Securities and Exchange
Commission pursuant to an Application for an Order Granting Confidential
Treatment) (incorporated by reference to Exhibit 10.13 to the Companys
Quarterly Report on Form 10-Q, filed with the Securities and Exchange
Commission on May 10, 2002, Commission File No. 001-07155) This agreement
is no longer in effect10.7#
    
    Directory Services License Agreement, dated as of January 3, 2003, by and
among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint
Publishing & Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory
Company (f/k/a Centel Directory Company), Sprint Corporation, Sprint
Directory Trademark Company, LLC and the Sprint Local Telecommunications
Division (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K, filed with the Securities and Exchange Commission on January
17, 2003, Commission File No. 333-59287) This agreement is no longer in
effect.10.8#
    
    Trademark License Agreement, dated as of January 3, 2003, by and among
Sprint Directory Trademark Company, LLC, R.H. Donnelley Publishing &
Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon
L.L.C. and R.H. Donnelley Directory Company (f/k/a Centel Directory
Company) (incorporated by reference to Exhibit 10.2 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on January 17, 2003, Commission File No. 333-59287) This
agreement is no longer in effect.10.9#
    
    Publisher Trademark License Agreement, dated as of January 3, 2003, by and
among R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint
Publishing & Advertising, Inc.), R.H. Donnelley Directory Company (f/k/a
Centel Directory Company) and Sprint Corporation (incorporated by reference
to Exhibit 10.3 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on January 17, 2003, Commission File No.
333-59287) This agreement is no longer in effect.
 30




---



##### 



Exhibit No.
    
    Document10.10
    
    Non-Competition Agreement, dated as of January 3, 2003, by and among RHD,
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. 333-59287)10.11
    
    Subscriber Listings Agreement, dated as of January 3, 2003, by and among
R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing &
Advertising, Inc.), CenDon L.L.C., R.H. Donnelley Directory Company (f/k/a
Centel Directory Company), Sprint Corporation and the Sprint Local
Telecommunications Division (incorporated by reference to Exhibit 10.5 to
the Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on January 17, 2003, Commission File No. 333-59287)
This agreement is no longer in effect.10.12
    
    Directory Services License Agreement, dated as of May16, 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 RHDs Current Report on Form 8-K, filed with
the Securities and Exchange Commission on May 19, 2006)10.13
    
    Trademark License Agreement, dated as of May16, 2006, by and among R.H.
Donnelley Publishing & Advertising, Inc., CenDon L.L.C., R.H. Donnelley
Directory Company and Embarq Directory Trademark Company, LLC (incorporated
by reference to Exhibit 10.7 to RHDs Current Report on Form 8-K, filed
with the Securities and Exchange Commission on May 19, 2006)10.14
    
    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 RHDs Current Report on Form 8-K, filed with
the Securities and Exchange Commission on May 19, 2006)10.15
    
    Non-Competition Agreement, dated as of May 16, 2006, by and among R.H.
Donnelley Corporation, R.H. Donnelley Publishing & Advertising, Inc.,
CenDon L.L.C., R.H. Donnelley Directory Company, Embarq Corporation, Embarq
Directory Trademark Company, LLC and certain subsidiaries of Embarq
Corporation formerly constituting Sprint Local Telecommunications Division
(incorporated by reference to Exhibit 10.9 to RHDs Current Report on Form
8-K, filed with the Securities and Exchange Commission on May 19, 2006)10.16
    
    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 RHDs Current Report on Form
8-K, filed with the Securities and Exchange Commission on May 19, 2006)10.17
    
    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 RHDs Current Report on Form
8-K, filed with the Securities and Exchange Commission on May 19, 2006)10.18#
    
    Directory Services License Agreement, dated as of September 1, 2004, among
RHD, 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. 333-59287)
 31




---



##### 



Exhibit No.
    
    Document10.19
    
    Non-Competition Agreement, dated as of September 1, 2004, between RHD 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. 333-59287)10.20
    
    SMARTpages Reseller Agreement, dated as of September 1, 2004, among SBC
Communications, Inc., Southwestern Bell Yellow Pages, Inc., SBC Knowledge
Ventures, L.P., RHD, R.H. Donnelley Publishing & Advertising of Illinois
Partnership (f/k/a The APIL Partners Partnership) and DonTech II
Partnership (incorporated by reference to Exhibit 10.3 to the Companys
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on September 3, 2004, Commission File No. 333-59287)10.21
    
    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. 333-59287)10.22#
    
    Amended and Restated Credit Agreement, dated as of September 1, 2004, by
and among, the Company, as borrower, RHD, the lenders from time to time
parties thereto, J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc.,
as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank and Bear
Stearns Corporate Lending Inc., as co-syndication agents, Citicorp North
America, Inc. and Goldman Sachs Credit Partners L.P., as co-documentation
agents, and Deutsche Bank Trust Company Americas, as administrative agent
(incorporated by reference to Exhibit 10.5 to the Companys Current Report
on Form 8-K, filed with the Securities and Exchange Commission on September
3, 2004, Commission File No.333-59287)10.23
    
    First Amendment, dated as of December 6, 2004, to the Amended and Restated
Credit Agreement, dated as of September 1, 2004, by and among the Company,
RHD, the lenders from time to time parties thereto, Deutsche Bank Trust
Company Americas, as administrative agent and J.P. Morgan Securities Inc.
as sole bookrunner and sole lead arranger and the other agents party
thereto (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
December 8, 2004, Commission File No. 333-59287)10.24
    
    Second Amendment, dated as of January 7, 2005, to the Amended and Restated
Credit Agreement, dated as of September 1, 2004, by and among the Company,
RHD, the lenders from time to time parties thereto, Deutsche Bank Trust
Company Americas, as administrative agent and the other agents party
thereto (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
January 11, 2005, Commission File No. 333-59287)10.25#
    
    Second Amended and Restated Credit Agreement, dated December 13, 2005,
among the Company, RHD, the several banks and other financial institutions
or entities from time to time parties thereto as lenders, J.P. Morgan
Securities Inc. and Deutsche Bank Trust Company Americas, as co-lead
arrangers and joint-bookrunners, JPMorgan Chase Bank, N.A., as syndication
agent, Bear Stearns Corporate Lending Inc., Credit Suisse, Cayman Islands
Branch, Goldman Sachs Credit Partners L.P., UBS Securities LLC and Wachovia
Bank, National Association, as co-documentation agents, and Deutsche Bank
Trust Company Americas, as administrative agent (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed with the
Securities and Exchange Commission on December 19, 2005, Commission File
No. 333-59287)
 32




---



##### 



Exhibit No.
    
    Document10.26
    
    First Amendment, dated as of April 24, 2006, to the Second Amended and
Restated Credit Agreement, dated December 13, 2005, among the Company, RHD,
the several banks and other financial institutions or entities from time to
time parties thereto as lenders, and Deutsche Bank Trust Company Americas,
as administrative agent (incorporated by reference to Exhibit 10.1, RHDs
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on April 28, 2006, Commission File No. 001-07155)10.27
    
    Amended and Restated Guaranty and Collateral Agreement, dated as of
September 1, 2004, by and among the Company, RHD., R.H. Donnelley APIL,
Inc., R.H. Donnelley Publishing & Advertising, Inc., Get Digital Smart.com
Inc., R.H. Donnelley Publishing & Advertising of Illinois Partnership,
DonTech II Partnership, DonTech Holdings, LLC, and R.H. Donnelley
Publishing & Advertising of Illinois Holdings, LLC (incorporated by
reference to Exhibit 10.6 to the Companys Current Report on Form 8-K,
filed with the Securities and Exchange Commission on September 3, 2004,
Commission File No. 333-59287)10.28
    
    Second Amended and Restated Guaranty and Collateral Agreement, dated as of
December 13, 2005, by and among the Company, RHD, and the subsidiaries of
the Company party thereto, and Deutsche Bank Trust Company Americas, as
collateral agent (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on December 19, 2005, Commission File No. 333-59287)10.29
    
    Reaffirmation, dated as of December 6, 2004, by RHD, the Company and its
subsidiaries in favor of Deutsche Bank Trust Company Americas, as
administrative agent (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K, filed with the Securities and
Exchange Commission on December 8, 2004, Commission File No. 333-59287)10.30
    
    Reaffirmation, dated as of April 24, 2006, among RHD, the Company and its
subsidiaries and Deutsche Bank Trust Company Americas, as administrative
agent (incorporated by reference to Exhibit 10.2 to RHDs Current Report on
Form 8-K, filed with the Securities and Exchange Commission on April 28,
2006, Commission File No. 001-07155)10.31
    
    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 10.10 (incorporated by reference to Exhibit
10.12 to RHDs Current Report on Form 8-K, filed with the Securities and
Exchange Commission on May 19, 2006, Commission File No. 001-07155).31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
September 30, 2006 by David C. Swanson, Chairman and Chief Executive
Officer of the Company under Section 302 of the Sarbanes-Oxley Act31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
September 30, 2006 by Steven M. Blondy, Executive Vice President and Chief
Financial Officer of the Company under Section 302 of the Sarbanes-Oxley
Act32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
September 30, 2006 under Section 906 of the Sarbanes-Oxley Act by David C.
Swanson, Chairman and Chief Executive Officer of the Company, and Steven M.
Blondy, Executive Vice President and Chief Financial Officer, for the
Company
 
 *
    
    Filed herewith.^
    
    Management contract or compensatory plan.#
    
    The Company agrees to furnish supplementally a copy of any omitted exhibits or schedules
to the Securities and Exchange Commission upon request. 33




---



##### 



SIGNATURES
  R.H. DONNELLEY INC.Date: November 8, 2006
    
    By:
    
    /s/ Steven M. BlondySteven M. BlondyExecutive Vice President and Chief Financial Officer(Principal Financial Officer)R.H. DONNELLEY INC.Date: November 8, 2006
    
    By:
    
    /s/ Jeffrey A. SmithJeffrey A. SmithVice President and Controller(Principal Accounting Officer)
 34




---



##### 



Exhibit Index
 Exhibit No.
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
September 30, 2006 by David C. Swanson, Chairman and Chief Executive
Officer of the Company under Section 302 of the Sarbanes-Oxley Act31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
September 30, 2006 by Steven M. Blondy, Executive Vice President and
Chief Financial Officer of the Company under Section 302 of the
Sarbanes-Oxley Act32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended
September 30, 2006 under Section 906 of the Sarbanes-Oxley Act by
David C. Swanson, Chairman and Chief Executive Officer of the
Company, and Steven M. Blondy, Executive Vice President and Chief
Financial Officer, for the Company
 
 *
    
    Filed herewith 35