##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark one)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 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
 (Registrants telephone number, including area code)
  (Former Name, Former Address and Former
  þ o
  o o þ
 o þ
  Title of Class
    
    
    Shares Outstanding at May 1, 2007Common 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 March 31, 2007 and December 31, 2006
    
    
    3Consolidated Statements of Income and Comprehensive Income for the three
months ended March 31, 2007 and 2006
    
    
    4Consolidated Statements of Cash Flows for the three months ended
March 31, 2007 and 2006
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Narrative Analysis of Results of Operations *
    
    
    19Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk **
    
    
    24Item 4T.
    
    Controls and Procedures
    
    
    24PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    25Item 1A.
    
    Risk Factors
    
    
    25Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds ***
    
    
    25Item 3.
    
    Defaults Upon Senior Securities ***
    
    
    25Item 4.
    
    Submission of Matters to a Vote of Security Holders ***
    
    
    25Item 5.
    
    Other Information
    
    
    25Item 6.
    
    Exhibits
    
    
    26SIGNATURES
    
    
    30
 
 *
    
    Pursuant to General Instruction H(2)(a) of Form 10-Q: (i) the information
called for by Item 2 of Part I, Managements Discussion and Analysis of
Financial Condition and Results of Operations has been omitted and (ii) the
registrant is providing a Managements Narrative Analysis of Results of
Operations.**
    
    Omitted pursuant to General Instruction H(2)(c) of Form 10-Q.***
    
    Omitted pursuant to General Instruction H(2)(b) of Form 10-Q. 2




---



##### 



Part I. FINANCIAL INFORMATION
  R.H. Donnelley Inc. and Subsidiaries
 Consolidated Balance Sheets (Unaudited)
 March 31,
    
    December 31,(in thousands, except share data)
    
    2007
    
    2006AssetsCurrent AssetsCash and cash equivalents
    
    $
    6,289
    
    
    $
    4,905Accounts receivableBilled
    
    
    110,369
    
    
    
    120,387Unbilled
    
    
    340,264
    
    
    
    347,051Allowance for doubtful accounts and sales claims
    
    
    (23,631
    )
    
    
    (25,476
    )Net accounts receivable
    
    
    427,002
    
    
    
    441,962Deferred directory costs
    
    
    64,470
    
    
    
    67,204Prepaid expenses and other current assets
    
    
    37,861
    
    
    
    50,017Total current assets
    
    
    535,622
    
    
    
    564,088Fixed assets and computer software, net
    
    
    87,479
    
    
    
    88,076Amount due from Parent, net
    
    
    425,990
    
    
    
    426,192Other non-current assets
    
    
    47,559
    
    
    
    52,147Intangible assets, net
    
    
    2,735,689
    
    
    
    2,755,624Goodwill
    
    
    315,560
    
    
    
    315,560Total Assets
    
    $
    4,147,899
    
    
    $
    4,201,687Liabilities and Shareholders EquityCurrent LiabilitiesAccounts payable and accrued liabilities
    
    $
    54,304
    
    
    $
    74,764Accrued interest
    
    
    28,314
    
    
    
    11,950Deferred directory revenue
    
    
    429,654
    
    
    
    439,100Short-term deferred income taxes, net
    
    
    9,430
    
    
    
    100,943Current portion of long-term debt
    
    
    84,800
    
    
    
    112,200Total current liabilities
    
    
    606,502
    
    
    
    738,957Long-term debt
    
    
    2,428,069
    
    
    
    2,442,269Deferred income taxes, net
    
    
    188,757
    
    
    
    181,417Other non-current liabilities
    
    
    153,188
    
    
    
    63,790Total liabilities
    
    
    3,376,516
    
    
    
    3,426,433Commitments and contingenciesShareholders EquityCommon stock, no par value, authorized, issued
and outstanding  100 shares
    
    
    308,942
    
    
    
    308,942Retained earnings
    
    
    476,572
    
    
    
    476,488Accumulated other comprehensive loss
    
    
    (14,131
    )
    
    
    (10,176
    )Total shareholders equity
    
    
    771,383
    
    
    
    775,254Total Liabilities and Shareholders Equity
    
    $
    4,147,899
    
    
    $
    4,201,687
  3




---



##### 



R.H. Donnelley Inc. and Subsidiaries
 Consolidated Statements of Income and Comprehensive Income (Unaudited)
 Three months endedMarch 31,(in thousands)
    
    2007
    
    2006Net revenue
    
    $
    257,935
    
    
    $
    261,369ExpensesCost of revenue (exclusive of depreciation and
amortization shown separately below)
    
    
    110,401
    
    
    
    107,637General and administrative expenses
    
    
    19,238
    
    
    
    22,298Depreciation and amortization
    
    
    24,933
    
    
    
    21,382Total expenses
    
    
    154,572
    
    
    
    151,317Operating income
    
    
    103,363
    
    
    
    110,052Interest expense, net
    
    
    48,192
    
    
    
    49,933Income before income taxes
    
    
    55,171
    
    
    
    60,119Provision for income taxes
    
    
    20,699
    
    
    
    22,807Net income
    
    $
    34,472
    
    
    $
    37,312Comprehensive IncomeNet income
    
    $
    34,472
    
    
    $
    37,312Unrealized (loss) gain on interest rate swaps, net of tax
    
    
    (4,269
    )
    
    
    4,675Benefit plans adjustment, net of tax
    
    
    314
    
    
    
    Comprehensive income
    
    $
    30,517
    
    
    $
    41,987
  4




---



##### 



R.H. Donnelley Inc. and Subsidiaries
 Consolidated Statements of Cash Flows (Unaudited)
 Three months endedMarch 31,(in thousands)
    
    2007
    
    2006Cash Flows from Operating ActivitiesNet income
    
    $
    34,472
    
    
    $
    37,312Reconciliation of net income to net cash provided by operating activities:Depreciation and amortization
    
    
    24,933
    
    
    
    21,382Deferred income tax provision
    
    
    19,560
    
    
    
    22,807Provision for bad debts
    
    
    11,167
    
    
    
    10,536Stock-based compensation expense
    
    
    5,575
    
    
    
    14,803Other non-cash charges
    
    
    128
    
    
    
    8,061Changes in assets and liabilities:Decrease in accounts receivable
    
    
    3,794
    
    
    
    33,023Decrease in other assets
    
    
    18,000
    
    
    
    10,365Decrease in accounts payable and accrued liabilities
    
    
    (7,995
    )
    
    
    (7,738
    )Decrease in deferred directory revenue
    
    
    (9,446
    )
    
    
    (41,331
    )(Decrease) increase in other non-current liabilities
    
    
    (235
    )
    
    
    4,813(Increase) in amount due from Parent, net
    
    
    (4,921
    )
    
    
    (26,392
    )Net cash provided by operating activities
    
    
    95,032
    
    
    
    87,641Cash Flows from Investing ActivitiesAdditions to fixed assets and computer software
    
    
    (7,455
    )
    
    
    (3,570
    )Net cash used in investing activities
    
    
    (7,455
    )
    
    
    (3,570
    )Cash Flows from Financing ActivitiesRevolver borrowings
    
    
    151,550
    
    
    
    3,700Revolver repayments
    
    
    (178,950
    )
    
    
    (8,700
    )Credit facility repayments
    
    
    (14,200
    )
    
    
    (71,340
    )Decrease in checks not yet presented for payment
    
    
    (4,897
    )
    
    
    (2,051
    )Dividend to Parent
    
    
    (39,696
    )
    
    
    Net cash used in financing activities
    
    
    (86,193
    )
    
    
    (78,391
    )Increase in cash and cash equivalents
    
    
    1,384
    
    
    
    5,680Cash and cash equivalents, beginning of year
    
    
    4,905
    
    
    
    6,963Cash and cash equivalents, end of period
    
    $
    6,289
    
    
    $
    12,643Supplemental Information:Cash paid:Interest
    
    $
    27,743
    
    
    $
    29,944Income taxes, net
    
    $
    139
    
    
    $
    231
  5




---



##### 



R.H. Donnelley Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)  (tabular amounts in thousands)
 1. Business and Basis of Presentation
    Significant Business Developments
   2. Summary of Significant Accounting Policies
 Principles of Consolidation.
 6




---



##### 



Revenue Recognition.
 Accounting for Advertising Barter Transactions.
 Revenue
Arrangements with Multiple Deliverables.
 Deferred Directory Costs
 Cash and Cash Equivalents.
 Accounts Receivable.
 Fixed Assets and Computer Software.
 7




---



##### 



Interest Expense and Deferred Financing Costs.
 Advertising Expense.
 Concentration of Credit Risk
   Derivative Financial Instruments. Accounting for Derivative Instruments and Hedging Activities , Accounting for Certain Derivative Instruments and Certain Hedging Activities, an
Amendment of FAS Amendment of Statement 133 on Derivative Instruments and
Hedging Activities.
 8




---



##### 



Income Taxes. Accounting for Income Taxes
 Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109
 Pension and Postretirement Benefits.
 9




---



##### 



Stock-Based Awards
   Share-Based
Payment
  Estimates.
 New Accounting Pronouncements. The Fair Value
Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement
No. 115
 Fair Value Measurements
 10




---



##### 



3. 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
    
    
    (188,500
    )
    
    
    (64,088
    )
    
    
    (15,723
    )
    
    
    (8,500
    )
    
    
    (276,811
    )Net intangible assets
    
    $
    2,389,000
    
    
    $
    225,912
    
    
    $
    99,277
    
    
    $
    21,500
    
    
    $
    2,735,689
  11




---



##### 



4. Long-Term Debt, Credit Facility and Notes
  March 31, 2007
    
    December 31, 2006Credit Facility
    
    $
    1,904,935
    
    
    $
    1,946,5358.875% Senior Notes due 2010
    
    
    7,934
    
    
    
    7,93410.875% Senior Subordinated Notes due 2012
    
    
    600,000
    
    
    
    600,000Total
    
    
    2,512,869
    
    
    
    2,554,469Less current portion
    
    
    84,800
    
    
    
    112,200Long-term debt
    
    $
    2,428,069
    
    
    $
    2,442,269
 12




---



##### 



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
 th th
 13




---



##### 



5. Derivative Financial Instruments
  Effective Dates
    
    Notional Amount
    
    
    Pay Rates
    
    
    Maturity Dates(amounts in millions)September 7, 2004
    
    $
    200
    (2)
    
    
    3.490% - 3.750
    %
    
    September 8, 2008 - September 7, 2009September 15, 2004
    
    
    250
    (3)
    
    
    3.200% - 3.910
    %
    
    September 15, 2007 - September 15, 2009September 17, 2004
    
    
    150
    (2)
    
    
    3.210% - 3.740
    %
    
    September 17, 2007 - September 17, 2009September 23, 2004
    
    
    150
    (2)
    
    
    3.160% - 3.438
    %
    
    September 24, 2007 - September 23, 2008December 20, 2005
    
    
    300
    (4)
    
    
    4.74% - 4.752
    %
    
    December 20, 2007 - December 22, 2008May 26, 2006
    
    
    200
    (1)
    
    
    5.2725% -5.275
    %
    
    May 26, 2009May 31, 2006
    
    
    100
    (1)
    
    
    5.295% - 5.312
    %
    
    May 31, 2008 - May 31, 2009Total
    
    $
    1,350
 
 (1)
    
    Consists of two swaps.(2)
    
    Consists of three swaps.(3)
    
    Consists of four swaps.(4)
    
    Consists of six swaps.     14




---



##### 



6. Restructuring Charges
  2003
    
    2005Restructuring
    
    RestructuringActions
    
    Actions
    
    TotalBalance at December 31, 2006
    
    $
    971
    
    
    $
    1,943
    
    
    $
    2,914Payments
    
    
    (11
    )
    
    
    (52
    )
    
    
    (63
    )Balance at March 31, 2007
    
    $
    960
    
    
    $
    1,891
    
    
    $
    2,851
    15




---



##### 



7. Income Taxes
       8. Benefit Plans
 Pension Plans.
  16




---



##### 



Savings Plans.
 Postretirement Benefits.
 Employers Disclosures About Pensions and Other Postretirement
Benefits (Revised 2003),
 Pension Benefits
    
    Postretirement BenefitsThree Months
    
    Three MonthsEnded March 31,
    
    Ended March 31,2007
    
    2006
    
    2007
    
    2006Service cost
    
    $
    1,234
    
    
    $
    1,352
    
    
    $
    153
    
    
    $
    182Interest cost
    
    
    1,821
    
    
    
    1,691
    
    
    
    331
    
    
    
    312Expected return on plan assets
    
    
    (2,085
    )
    
    
    (2,063
    )
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    33
    
    
    
    33
    
    
    
    203
    
    
    
    203Amortization of net loss
    
    
    272
    
    
    
    468
    
    
    
    
    
    
    
    65Net periodic benefit cost
    
    $
    1,275
    
    
    $
    1,481
    
    
    $
    687
    
    
    $
    762
  9. Business Segments
  10. Legal Proceedings
    17




---



##### 



11. Related Party Transactions and Allocations
   18




---



##### 



Managements Narrative Analysis of Results of Operations
  Forward-Looking Information
  Corporate Overview
   ® ®
  ®
 19




---



##### 



Significant Business Developments
   Segment Reporting
  New Accounting Pronouncements
 The Fair
Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB
Statement No. 115
 Fair Value Measurements
  20




---



##### 



RESULTS OF OPERATIONS
Three months ended March 31, 2007 and 2006
 Net Revenue
  Three Months Ended March 31,(amounts in millions)
    
    2007
    
    2006
    
    $ ChangeGross directory advertising revenue
    
    $
    257.4
    
    
    $
    262.4
    
    
    $
    (5.0
    )Sales claims and allowances
    
    
    (2.2
    )
    
    
    (3.6
    )
    
    
    1.4Net directory advertising revenue
    
    
    255.2
    
    
    
    258.8
    
    
    
    (3.6
    )Other revenue
    
    
    2.7
    
    
    
    2.6
    
    
    
    0.1Total
    
    $
    257.9
    
    
    $
    261.4
    
    
    $
    (3.5
    )
    21




---



##### 



Expenses
  Three Months Ended March 31,(amounts in millions)
    
    2007
    
    2006
    
    $ ChangeCost of revenue
    
    $
    110.4
    
    
    $
    107.6
    
    
    $
    2.8General and administrative expenses
    
    
    19.2
    
    
    
    22.3
    
    
    
    (3.1
    )Depreciation and amortization
    
    
    24.9
    
    
    
    21.4
    
    
    
    3.5Total
    
    $
    154.5
    
    
    $
    151.3
    
    
    $
    3.2
  Cost of Revenue
  (amounts in millions)
    
    $ ChangeIncreased information technology (IT) expenses
    
    $
    4.7Increased print, paper and distribution expenses
    
    
    3.8Increased internet production and distribution costs
    
    
    1.4Decreased stock-based compensation expense under SFAS No. 123 (R)
    
    
    (3.3
    )Amortization of cost uplift in 2006 from the AT&T Directory Business
    
    
    (1.9
    )All other
    
    
    (1.9
    )Total increase in cost of revenue for the three months ended
March 31, 2007
    
    $
    2.8
  22




---



##### 



General and Administrative Expenses
  Depreciation and Amortization
  23




---



##### 



Operating Income
  Three Months Ended March 31,(amounts in millions)
    
    2007
    
    2006
    
    $ ChangeTotal
    
    $
    103.4
    
    
    $
    110.1
    
    
    $
    (6.7
    )
  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.
 24




---



##### 



Legal Proceedings
    Risk Factors
  Unregistered Sales of Equity Securities and Use of Proceeds
  Defaults Upon Senior Securities
  Submission of Matters to a Vote of Security Holders
  Other Information
  25




---



##### 



Exhibits
 Exhibit No.
    
    Document3.1
    
    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)4.5
    
    Third Supplemental Indenture, dated as of December 6, 2005, 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)
 26




---



##### 



Exhibit No.
    
    Document4.11
    
    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, 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
    
    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
RHD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 RHD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 RHDs Current Report on Form 8-K, filed with
the Securities and Exchange Commission on May 19, 2006, Commission File No.
001-07155)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 RHDs Current Report on Form 8-K, filed with the Securities
and Exchange Commission on May 19, 2006, Commission File No. 001-07155)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 RHDs Current Report on Form 8-K, filed with
the Securities and Exchange Commission on May 19, 2006, Commission File No.
001-07155)10.6
    
    Non-Competition Agreement, dated as of May 16, 2006, by and among RHD, 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 RHDs Current Report on Form
8-K, filed with the Securities and Exchange Commission on May 19, 2006,
Commission File No. 001-07155)
 27




---



##### 



Exhibit No.
    
    Document10.7
    
    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 RHDs Current Report on Form
8-K, filed with the Securities and Exchange Commission on May 19, 2006,
Commission File No. 001-07155)10.8
    
    Standstill Agreement, dated as of May 16, 2006, by and between R.H.
Donnelley Publishing & Advertising, Inc. and Embarq Corporation
(incorporated by reference to Exhibit 10.11 to RHDs Current Report on Form
8-K, filed with the Securities and Exchange Commission on May 19, 2006,
Commission File No. 001-07155)10.9#
    
    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 RHD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
RHD and SBC Communications Inc. (incorporated by reference to Exhibit 10.2
to RHDs Current Report on Form 8-K, filed with the Securities and Exchange
Commission on September 3, 2004, Commission File No. 001-07155)10.11
    
    SMARTpages Reseller Agreement, dated as of September 1, 2004, among SBC
Communications, Inc., Southwestern Bell Yellow Pages, Inc., SBC Knowledge
Ventures, L.P., the Company, R.H. Donnelley Publishing & Advertising of
Illinois Partnership (f/k/a The APIL Partners Partnership) and DonTech II
Partnership (incorporated by reference to Exhibit 10.3 to RHDs Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
September 3, 2004, Commission File No. 001-07155)10.12
    
    Ameritech Directory Publishing Listing License Agreement, dated as of
September 1, 2004, among R.H. Donnelley Publishing & Advertising of
Illinois Partnership (f/k/a The APIL Partners Partnership), DonTech II
Partnership and Ameritech Services Inc. (incorporated by reference to
Exhibit 10.4 to RHDs Current Report on Form 8-K, filed with the Securities
and Exchange Commission on September 3, 2004, Commission File No.
001-07155)10.13
    
    Agreement to Amend and Restate, dated December 13, 2005, among RHD and
lenders party to the Credit Agreement, dated as of November 8, 2002, as
amended (incorporated by reference to Exhibit 10.4 to RHDs Current Report
on Form 8-K filed with the Securities and Exchange Commission on December
19, 2005, Commission File No. 001-07155). This Agreement is no longer in
effect.10.14
    
    Agreement to Amend and Restate, dated December 13, 2005, among RHD and
lenders party to the Credit Agreement, dated as of September 9, 2003, as
amended (incorporated by reference to Exhibit 10.3 to RHDs Current Report
on Form 8-K filed with the Securities and Exchange Commission on December
19, 2005, Commission File No. 001-07155). This Agreement is no longer in
effect.10.15#
    
    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 RHDs Current Report on Form 8-K, filed with the
Securities and Exchange Commission on December 19, 2005, Commission File
No. 001-07155)10.16
    
    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 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)
 28




---



##### 



Exhibit No.
    
    Document10.17
    
    Second Amended and Restated Guaranty and Collateral Agreement, dated as of
December 13, 2005, 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 RHDs
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on December 19, 2005, Commission File No. 001-07155)10.18
    
    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)31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended March
31, 2007 by David C. Swanson, Chairman and Chief Executive Officer of R.H.
Donnelley Inc. under Section 302 of the Sarbanes-Oxley Act31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period ended March
31, 2007 by Steven M. Blondy, Executive Vice President and Chief Financial
Officer of R.H. Donnelley Inc. under Section 302 of the
Sarbanes-Oxley Act32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period ended March
31, 2007 under Section 906 of the Sarbanes-Oxley Act by David C. Swanson,
Chairman and Chief Executive Officer, and Steven M. Blondy, Executive Vice
President and Chief Financial Officer, for R.H. Donnelley Inc.
 
 *
    
    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. 29




---



##### 



SIGNATURES
  R.H. DONNELLEY INC.Date: May 10, 2007
    By:
    /s/ Steven M. BlondySteven M. BlondyExecutive
Vice President and Chief Financial Officer
(Principal Financial Officer)Date: May 10, 2007
    By:
    /s/ Jeffrey A. SmithJeffrey A. SmithVice President and Controller
(Principal Accounting Officer) 30




---



##### 



Exhibit Index
 Exhibit No.
    
    Document31.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended March 31, 2007 by David C. Swanson, Chairman and Chief
Executive Officer of R.H. Donnelley Inc. under Section 302 of
the Sarbanes-Oxley Act31.2*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended March 31, 2007 by Steven M. Blondy, Executive Vice
President and Chief Financial Officer of R.H.
Donnelley Inc. under Section 302 of the Sarbanes-Oxley Act32.1*
    
    Certification of Quarterly Report on Form 10-Q for the period
ended March 31, 2007 under Section 906 of the Sarbanes-Oxley
Act by David C. Swanson, Chairman and Chief Executive Officer,
and Steven M. Blondy, Executive Vice President and Chief
Financial Officer, for R.H. Donnelley Inc.
 
 *
    
    Filed herewith. 31