Donnelley R H 10Q 2007 Q3 Quarterly report

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 September 30, 2007


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.

(Exact name of registrant as specified in its charter)


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)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero Accelerated filero Non-accelerated filerþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Title of Class		Shares Outstanding at November 1, 2007

Common Stock, no par value		200

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

Beginning with the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended June 30, 2007, R.H. Donnelley Inc. has modified its periodic reporting as compared to previously filed Quarterly Reports. Although this Form 10-Q contains all information required by applicable rules and regulations, it does not repeat certain information contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “Form 10-K”). As a result, this Form 10-Q should be read together with the Form 10-K.


			PAGE

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets at September 30, 2007 and December 31, 2006		4
		Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2007 and 2006		5
		Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006		6
		Notes to Condensed Consolidated Financial Statements		7
Item 2.	Management’s Narrative Analysis of Results of Operations *			14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk **			20
Item 4.	Controls and Procedures			20

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings			21
Item 1A.	Risk Factors			21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds ***			21
Item 3.	Defaults Upon Senior Securities ***			21
Item 4.	Submission of Matters to a Vote of Security Holders ***			21
Item 5.	Other Information			21
Item 6.	Exhibits			22
SIGNATURES				23
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1


*		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.

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

R.H. Donnelley Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)


	September 30,			December 31,
(in thousands, except share data)	2007			2006

Assets
Current Assets
Cash and cash equivalents	$	4,143		$	4,905
Accounts receivable
Billed		109,759			120,387
Unbilled		334,868			347,051
Allowance for doubtful accounts and sales claims		(22,139	)		(25,476	)

Net accounts receivable		422,488			441,962
Deferred directory costs		77,333			67,204
Prepaid expenses and other current assets		64,620			50,017

Total current assets		568,584			564,088

Fixed assets and computer software, net		95,078			88,076
Amount due from Parent, net		276,796			426,192
Other non-current assets		36,937			52,147
Intangible assets, net		2,695,819			2,755,624
Goodwill		313,753			315,560


Total Assets	$	3,986,967		$	4,201,687


Liabilities and Shareholder’s Equity

Current Liabilities
Accounts payable and accrued liabilities	$	76,232		$	74,764
Accrued interest		26,725			11,950
Deferred directory revenue		430,799			439,100
Short-term deferred income taxes, net		—			100,943
Current portion of long-term debt		77,326			112,200

Total current liabilities		611,082			738,957

Long-term debt		2,341,686			2,442,269
Deferred income taxes, net		199,879			181,417
Other non-current liabilities		52,033			63,790

Total liabilities		3,204,680			3,426,433

Commitments and contingencies

Shareholder’s Equity
Common stock, no par value, authorized, issued and outstanding — 100 shares		12,002			12,002
Additional paid-in capital		302,850			296,940
Retained earnings		485,217			476,488
Accumulated other comprehensive loss		(17,782	)		(10,176	)


Total shareholder’s equity		782,287			775,254


Total Liabilities and Shareholder’s Equity	$	3,986,967		$	4,201,687

The accompanying notes are an integral part of the condensed consolidated financial statements.

R.H. Donnelley Inc. and Subsidiaries
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
(in thousands)	2007			2006			2007			2006


Net revenue	$	254,761		$	258,315		$	770,737		$	778,155

Expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)		108,608			102,507			334,412			309,607
General and administrative expenses		16,273			12,888			50,466			50,670
Depreciation and amortization		24,459			22,526			73,502			65,080

Total expenses		149,340			137,921			458,380			425,357

Operating income		105,421			120,394			312,357			352,798

Interest expense, net		(48,216	)		(49,102	)		(144,433	)		(146,465	)


Income before income taxes		57,205			71,292			167,924			206,333

Provision for income taxes		28,534			27,053			70,224			78,301


Net income	$	28,671		$	44,239		$	97,700		$	128,032


Comprehensive Income
Net income	$	28,671		$	44,239		$	97,700		$	128,032
Unrealized loss on interest rate swaps, net of tax		(6,343	)		(11,713	)		(8,721	)		(4,836	)
Benefit plans adjustment, net of tax		372			—			1,115			—

Comprehensive income	$	22,700		$	32,526		$	90,094		$	123,196

The accompanying notes are an integral part of the condensed consolidated financial statements.

R.H. Donnelley Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)


	Nine months ended
	September 30,
( in thousands)	2007			2006


Cash Flows from Operating Activities
Net income	$	97,700		$	128,032
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization		73,502			65,080
Deferred income tax provision		28,810			78,301
Provision for bad debts		33,210			27,867
Stock-based compensation expense		11,361			22,404
Other non-cash charges		3,195			3,582
Changes in assets and liabilities:
(Increase) in accounts receivable		(13,736	)		(1,272	)
Decrease in other assets		5,094			17,101
Increase in accounts payable and accrued liabilities		12,030			203
(Decrease) in deferred directory revenue		(8,300	)		(25,993	)
(Decrease) in other non-current liabilities		(131,174	)		(4,179	)
Decrease (increase) in amount due from Parent, net		138,480			(82,921	)

Net cash provided by operating activities		250,172			228,205

Cash Flows from Investing Activities
Additions to fixed assets and computer software		(23,750	)		(27,166	)

Net cash used in investing activities		(23,750	)		(27,166	)

Cash Flows from Financing Activities
Proceeds from the issuance of debt, net of costs		—			(1,397	)
Revolver borrowings		283,850			185,600
Revolver repayments		(309,750	)		(172,200	)
Credit facility repayments		(109,557	)		(215,580	)
(Decrease) increase in checks not yet presented for payment		(3,359	)		195
Dividends to Parent		(94,278	)		—
Excess tax benefits from exercise of stock options		5,910			—

Net cash used in financing activities		(227,184	)		(203,382	)

Decrease in cash and cash equivalents		(762	)		(2,343	)
Cash and cash equivalents, beginning of year		4,905			6,963

Cash and cash equivalents, end of period	$	4,143		$	4,620


Supplemental Information:
Cash paid:
Interest	$	119,024		$	121,740
Income taxes, net	$	1,938		$	231

The accompanying notes are an integral part of the condensed consolidated financial statements.

R.H. Donnelley Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(tabular amounts in thousands)

1. Business and Basis of Presentation

R.H. Donnelley Inc. is a direct wholly-owned subsidiary of R.H. Donnelley Corporation (“RHD” or “parent”). The interim condensed consolidated financial statements of R.H. Donnelley Inc. and its direct and indirect wholly-owned subsidiaries (the “Company,” “RHDI,” “RHD Inc.,” “we,” “us” and “our”) have been prepared in accordance with the instructions to Quarterly Report on Form 10-Q and should be read in conjunction with the financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2006 (“2006 10-K”). The interim condensed consolidated financial statements include the accounts of RHD Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany transactions and balances between RHD Inc. and its subsidiaries have been eliminated. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of financial position, results of operations and cash flows at the dates and for the periods presented have been included.

Our parent, RHD, is one of the nation’s largest Yellow Pages and online local commercial search companies, based on revenue. We publish and distribute advertiser content utilizing two of the most highly recognizable brands in the industry, Embarq (formerly known as Sprint) and AT&T (formerly known as SBC). During 2006, we published and distributed more than 30 million print directories and our print and online solutions helped approximately 250,000 national and local businesses in 18 states reach consumers who were actively seeking to purchase products and services. Some of our markets include Las Vegas and Orlando and Lee County, Florida.

Significant Business Developments

On August 23, 2007, RHD acquired Business.com, Inc. (“Business.com”), a leading business search engine and directory and performance based advertising network, for a disclosed amount of $345.0 million (the “Business.com Acquisition”). The purchase price determined in accordance with generally accepted accounting principles (“GAAP”) is $334.2 million and excludes certain items such as the value of unvested equity awards. The purpose of the Business.com Acquisition was to expand RHD and the Company’s existing interactive portfolio by adding leading Internet advertising talent and technology, to strengthen RHD and the Company’s position in the expanding local commercial search market and to develop an online performance based advertising network. Business.com also provides the established business-to-business online properties of Business.com, Work.com and the Business.com Advertising Network. We expect to adopt the Business.com technology platform to serve our existing advertiser base. Business.com now operates as a direct, wholly-owned subsidiary of RHD. As such, the results of Business.com are not included in the Company’s operating results.

On October 2, 2007, RHD issued $1.0 billion aggregate principal amount of 8.875% Series A-4 Senior Notes due 2017 (“Series A-4 Notes”). Proceeds from this issuance were (a) used to repay a $328 million RHD credit facility used to fund RHD’s acquisition of Business.com, (b) contributed to RHDI in order to provide funding for the tender offer and consent solicitation of RHDI’s $600 million aggregate principal amount 10.875% Senior Subordinated Notes due 2012 (“Senior Subordinated Notes”) and (c) used to pay related fees and expenses and for other general corporate purposes. On October 17, 2007, RHD issued an additional $500 million of Series A-4 Notes. Certain proceeds from this issuance were transferred to RHDI in order to repay a portion of the term loans outstanding under the existing RHDI credit facility and pay related fees and expenses.

See Note 10, “Subsequent Events,” for additional information regarding these financing and other related transactions.

2. Summary of Significant Accounting Policies

Intangible Assets and Goodwill

In connection with prior business combinations, certain long-term intangible assets were identified in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141,Business Combinations(“SFAS No. 141”) and recorded at their estimated fair values. In accordance with SFAS No. 142,Goodwill and Other Intangible Assets(“SFAS No. 142”), the fair values of the identifiable intangible assets are being amortized over their estimated useful lives in a manner that best reflects the economic benefit derived from such assets. Goodwill is not amortized but is subject to impairment testing on an annual basis. Amortization expense was $19.9 million and $19.4 million for the three months ended September 30, 2007 and 2006, respectively, and $59.8 million and $55.9 million for the nine months ended September 30, 2007 and 2006, respectively. During the three months ended September 30, 2007, our parent re-occupied the remaining portion of our leased facilities in Chicago, Illinois, which we vacated in conjunction with the 2005 Restructuring Actions (defined in Note 4, “Restructuring Charges”). As a result, we have reversed the remaining amount of our reserve related to these leased facilities at September 30, 2007 of $1.8 million, with a corresponding offset to goodwill. No impairment losses related to our intangible assets and goodwill were recorded during the three and nine months ended September 30, 2007 and 2006, respectively.

Interest Expense and Deferred Financing Costs

Certain costs associated with the issuance of debt instruments are capitalized and included in Other non-current assets on the condensed consolidated balance sheets. These costs are amortized to interest expense over the terms of the related debt agreements. The bond outstanding method is used to amortize deferred financing costs relating to debt instruments with respect to which we make accelerated principal payments. Other deferred financing costs are amortized using the effective interest method. Amortization of deferred financing costs included in interest expense was $3.5 million and $3.1 million for the three months ended September 30, 2007 and 2006, respectively, and $10.8 million and $9.6 million for the nine months ended September 30, 2007 and 2006, respectively. Apart from business combinations, it is the Company’s policy to recognize losses incurred in conjunction with debt extinguishments as a component of interest expense.

Advertising Expenses

We recognize advertising expenses as incurred. These expenses include public relations, media, on-line advertising and other promotional and sponsorship costs. Total advertising expense was $5.1 million and $4.1 million for the three months ended September 30, 2007 and 2006, respectively, and $11.9 million and $11.7 million for the nine months ended September 30, 2007 and 2006, respectively.

Concentration of Credit Risk

Approximately 85% of our directory advertising revenue is derived from the sale of advertising to local small- and medium-sized businesses. Most new advertisers and advertisers desiring to expand their advertising programs are subject to a credit review. While we do not believe that extending credit to our local advertisers will have a material adverse effect on our results of operations or financial condition, no assurances can be given. We do not require collateral from our advertisers, although we do charge interest to advertisers that do not pay by specified due dates. The remaining approximately 15% of our directory advertising revenue is derived from the sale of advertising to national or large regional chains. Substantially all of the revenue derived through national accounts is serviced through certified marketing representatives (“CMRs”) from which we accept orders. We receive payment for the value of advertising placed in our directories, net of the CMR’s commission, directly from the CMR. While we are still exposed to credit risk, the amount of losses from these accounts has been historically less than the local accounts as the advertisers, and in some cases the CMRs, tend to be larger companies with greater financial resources than local advertisers.

At September 30, 2007, we had interest rate swap agreements with major financial institutions with a notional value of $1.2 billion. We are exposed to credit risk in the event that one or more of the counterparties to the agreements does not, or cannot, meet their obligation. The notional amount is used to measure interest to be paid or received and does not represent the amount of exposure to credit loss. Any loss would be limited to the amount that would have been received over the remaining life of the swap agreement. The counterparties to the swap agreements are major financial institutions with credit ratings of A or higher. We do not currently foresee a material credit risk associated with these swap agreements; however, no assurances can be given.

Stock-Based Awards

RHD and the Company account for stock-based compensation under SFAS No. 123 (R),Share-Based Payment(“SFAS No. 123 (R)”). RHD allocates compensation expense to its subsidiaries, including the Company, consistent with the method it utilizes to allocate employee wages and benefits to its subsidiaries. The Company recorded stock-based compensation expense related to stock-based awards granted under RHD’s various employee and non-employee stock incentive plans of $2.8 million and $3.9 million for the three months ended September 30, 2007 and 2006, respectively, and $11.4 million and $22.4 million for the nine months ended September 30, 2007 and 2006, respectively.

On February 27, 2007, RHD granted 1.1 million SARs to certain employees, including executive officers, in conjunction with its annual grant of stock incentive awards. These SARs, which are settled in RHD common stock, were granted at a grant price of $74.31 per share, which was equal to the market value of RHD’s common stock on the grant date, and vest ratably over three years. In accordance with SFAS No. 123 (R), we recognized non-cash compensation expense related to these SARs of $0.6 million and $3.9 million for the three and nine months ended September 30, 2007, respectively, which includes $2.6 million related to non-substantive vesting, for the nine months ended September 30, 2007.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and certain expenses and the disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates and assumptions. Estimates and assumptions are used in the determination of sales allowances, allowances for doubtful accounts, depreciation and amortization, employee benefit plans, restructuring reserves, and certain assumptions pertaining to RHD’s stock-based awards, among others.

New Accounting Pronouncements

We have reviewed accounting pronouncements that were issued as of September 30, 2007, which the Company has not yet adopted, and do not believe that these pronouncements will have a material impact on our financial position or operating results.

3. Credit Facility

As of September 30, 2007, the outstanding balances of Term Loans A-4, D-1, and D-2 under RHDI’s senior secured credit facility, as amended and restated (“RHDI Credit Facility”) totaled $1,781.6 million, comprised of $94.8 million, $333.4 million and $1,353.4 million, respectively, and $29.5 million was outstanding under the $175.0 million Revolving Credit Facility (the “RHDI Revolver”) (with an additional $0.3 million utilized under a standby letter of credit). The weighted average interest rate of outstanding debt under the RHDI Credit Facility was 6.97% and 6.86% at September 30, 2007 and December 31, 2006, respectively. On October 17, 2007, a portion of the Term Loans A-4, D-1, and D-2 were repaid from certain proceeds of RHD’s Series A-4 Notes that were contributed to RHDI. See Note 10, “Subsequent Events,” for additional information.

4. Restructuring Charges

The tables below highlight the activity in our restructuring reserves for the three and nine months ended September 30, 2007.


	2003			2005
	Restructuring			Restructuring
Three months ended September 30, 2007	Actions			Actions			Total


Balance at June 30, 2007	$	877		$	1,837		$	2,714
Payments		(47	)		(29	)		(76	)
Reserve reversal credited to goodwill		—			(1,808	)		(1,808	)

Balance at September 30, 2007	$	830		$	—		$	830


	2003			2005
	Restructuring			Restructuring
Nine months ended September 30, 2007	Actions			Actions			Total


Balance at December 31, 2006	$	971		$	1,943		$	2,914
Payments		(141	)		(135	)		(276	)
Reserve reversal credited to goodwill		—			(1,808	)		(1,808	)

Balance at September 30, 2007	$	830		$	—		$	830

During the three months ended September 30, 2007, our parent re-occupied the remaining portion of our leased facilities in Chicago, Illinois, which we vacated in conjunction with the 2005 Restructuring Actions. As a result, we have reversed the remaining amount of our reserve related to these leased facilities at September 30, 2007 of $1.8 million, with a corresponding offset to goodwill.

In connection with prior business combinations, liabilities were established for vacated leased facilities. Payments for the three and nine months ended September 30, 2007 reflect lease payments associated with those facilities. Remaining payments related to the 2003 Restructuring Actions will be made through 2012.

5. Income Taxes

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48,Accounting for Uncertainty in Income Taxes: An Interpretation of FASB Statement No. 109(“FIN No. 48”). This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109. FIN No. 48 prescribes a recognition threshold and measurement principles for the financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. Under FIN No. 48, the impact of an uncertain income tax position on an income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, FIN No. 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition requirements. This interpretation is effective for fiscal years beginning after December 15, 2006 and as such, we adopted FIN No. 48 on January 1, 2007.

As a result of implementing FIN No. 48, we recognized an increase of $159.9 million in the liability for unrecognized tax benefits as of January 1, 2007. The increase in the liability included a reduction in deferred tax liabilities of $165.2 million and an increase in retained earnings of $5.3 million.

As of January 1, 2007 and September 30, 2007, and after the impact of recognizing the increase in the liability for unrecognized tax benefits, our unrecognized tax benefits total $173.9 million and $11.5 million, respectively, which includes accrued interest (discussed below). Included in the balance of unrecognized benefits at January 1, 2007 and September 30, 2007 are $5.6 million and $7.7 million, respectively, of tax benefits that, if recognized, would favorably affect the effective tax rate.

Our policy is to recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of January 1, 2007 and September 30, 2007, we have accrued $3.6 million and $3.2 million, respectively, related to interest and have not accrued any amount for tax penalties.

In July 2007, we effectively settled all issues under consideration with the Internal Revenue Service (“IRS”) related to its audit for taxable years 2003 and 2004. As a result of the settlement, the unrecognized tax benefits associated with our uncertain Federal tax positions decreased by $167.0 million during the three and nine months ended September 30, 2007. As a result of the IRS settlement, we recognized additional interest expense of $1.4 million and $0.9 million related to the taxable years 2004 and 2005, respectively. The recognition of this interest expense within our tax provision has increased our effective tax rate for the three and nine months ended September 30, 2007. The unrecognized tax benefits impacted by the IRS audit primarily related to items for which the ultimate deductibility was highly certain but for which there was uncertainty regarding the timing of such deductibility.

It is reasonably possible that the amount of unrecognized tax benefits disclosed above could decrease within the next twelve months. We are currently under audit in New York for taxable years 2000 through 2003 and North Carolina for taxable years 2003 through 2006. During the three months ended September 30, 2007, we recorded an increase in the liability for unrecognized tax benefits of $3.4 million. If the New York and North Carolina audits are resolved within the next twelve months, the total amount of unrecognized tax benefits reported above could decrease by approximately $11.5 million. The unrecognized tax benefits related to the New York and North Carolina audits relate to apportionment and allocation of income among our legal entities.

As noted above, in July 2007, we effectively settled the IRS’s federal tax audit for the taxable years 2003 and 2004. Therefore, tax years 2005 and 2006 are still subject to examination by the IRS. In addition, certain state tax returns are under examination by various regulatory authorities, including New York and North Carolina. Our state tax return years are open to examination for an average of three years. However, certain jurisdictions remain open to examination longer than three years due to the existence of net operating loss carryforwards.

6. Benefit Plans

In accordance with SFAS No. 132,Employers’ Disclosures About Pensions and Other Postretirement Benefits (Revised 2003),the following table provides the components of net periodic benefit cost for the three and nine months ended September 30, 2007 and 2006.


	Pension Benefits
	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2007			2006			2007			2006

Service cost	$	1,589		$	1,352		$	4,767		$	4,056
Interest cost		1,852			1,691			5,557			5,073
Expected return on plan assets		(2,135	)		(2,063	)		(6,405	)		(6,188	)
Amortization of prior service cost		41			33			123			100
Amortization of net loss		353			468			1,058			1,403

Net periodic benefit cost	$	1,700		$	1,481		$	5,100		$	4,444


	Postretirement Benefits
	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2007		2006		2007		2006

Service cost	$	153	$	183	$	459	$	547
Interest cost		331		313		993		937
Amortization of prior service cost		203		202		610		608
Amortization of net loss		—		65		—		195

Net periodic benefit cost	$	687	$	763	$	2,062	$	2,287

During the three and nine months ended September 30, 2007, RHD made contributions of $1.9 million and $3.5 million, respectively, to its pension plans for RHDI employees. During the three and nine months ended September 30, 2007, RHD made contributions of $0.1 million and $0.4 million, respectively, to its postretirement plans for RHDI employees. RHD expects to make total contributions of approximately $3.8 million and $1.0 million to its pension plans and postretirement plans, respectively, in 2007 for RHDI employees.

7. Business Segments

Management reviews and analyzes its business of publishing yellow pages directories and related local commercial search as one operating segment.

8. Legal Proceedings

We are involved in various legal proceedings arising in the ordinary course of our business, as well as certain litigation and tax matters. In many of these matters, plaintiffs allege that they have suffered damages from errors or omissions of improper listings contained in directories published by us. We periodically assess our liabilities and contingencies in connection with these matters based upon the latest information available to us. For those matters where it is probable that we have incurred a loss and the loss or range of loss can be reasonably estimated, we record reserves in our condensed consolidated financial statements. In other instances, we are unable to make a reasonable estimate of any liability because of the uncertainties related to both the probable outcome and amount or range of loss. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly.

The Company is exposed to potential defamation and breach of privacy claims arising from our publication of directories and our methods of collecting, processing and using advertiser and telephone subscriber data. If such data were determined to be inaccurate or if data stored by us were improperly accessed and disseminated by us or by unauthorized persons, the subjects of our data and users of the data we collect and publish could submit claims against the Company. Although to date we have not experienced any material claims relating to defamation or breach of privacy, we may be party to such proceedings in the future that could have a material adverse effect on our business.

Based on our review of the latest information available, we believe our ultimate liability in connection with pending or threatened legal proceedings will not have a material adverse effect on our results of operations, cash flows or financial position. No material amounts have been accrued in our condensed consolidated financial statements with respect to any of such matters.

In July 2007, The Dun & Bradstreet Corporation (“D&B”) advised us that it would not appeal the IRS’ determination of deficiencies with respect to the remaining Legacy Tax Matter (as defined in the 2006 10-K) and that amounts on deposit with the IRS were more than sufficient to fund such deficiencies. Accordingly, all Legacy Tax Matters have now been resolved.

9. Related Party Transactions and Allocations

Certain transactions are managed by RHD on a centralized basis. Under this centralized cash management program, RHD and the Company advance funds and allocate certain operating expenditures to each other. These net intercompany balances have been classified as non-current assets or liabilities at September 30, 2007 and December 31, 2006, as the Company is not required to nor intends to settle these balances with RHD during the next twelve months. Changes in net intercompany balances as a result of operating transactions have been presented as operating activities on the condensed consolidated statements of cash flows for the nine months ended September 30, 2007 and 2006.

In general, substantially all of the net assets of the Company and its subsidiaries are restricted from being paid as dividends to any third party, and our subsidiaries are restricted from paying dividends, loans or advances to RHD, with very limited exceptions under the terms of our credit facility and the indentures governing our notes. During the nine months ended September 30, 2007 and within the terms of our credit facility and the indentures governing our notes, the Company paid dividends of $94.3 million to RHD. These dividends are presented as a financing activity on the condensed consolidated statement of cash flows for the nine months ended September 30, 2007. The Company did not pay any dividends to RHD during the nine months ended September 30, 2006. The indentures governing our notes no longer contain such restrictions. See Note 10, “Subsequent Events,” for additional information regarding the tender offer and consent solicitation.

10. Subsequent Events

On October 2, 2007, RHD issued $1.0 billion of Series A-4 Notes. Proceeds from the Series A-4 Notes were (a) used to repay a $328 million RHD credit facility used to fund RHD’s acquisition of Busisness.com, (b) contributed to RHDI in order to provide funding for the tender offer and consent solicitation of RHDI’s $600 million Senior Subordinated Notes and (c) used to pay related fees and expenses and for other general corporate purposes. On October 17, 2007, RHD issued an additional $500 million of Series A-4 Notes. Certain proceeds from this issuance were transferred to RHDI in order to repay a portion of the term loans outstanding under the existing RHDI credit facility and pay related fees and expenses.

In October 2007, under the terms and conditions of a tender offer and consent solicitation to purchase RHDI’s $600 million Senior Subordinated Notes that RHDI commenced on September 18, 2007, $599.9 million, or 99.9%, of the outstanding Senior Subordinated Notes were repurchased. The tender offer will be accounted for as an extinguishment of debt resulting in a loss charged to interest expense during the three months ending December 31, 2007. RHDI expects to redeem the remaining outstanding Senior Subordinated Notes. December 15, 2007 is the first date upon which such redemption may occur pursuant to the terms of that indenture. This statement shall not constitute a notice of redemption under that indenture, and such notice, if made, will only be made in accordance with the applicable provisions of that indenture. As a result of the tender offer and consent solicitation of RHDI’s Senior Subordinated Notes, we expect that RHDI will no longer be required to file quarterly and annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

On October 17, 2007, RHDI repaid $191.0 million of the term loans outstanding under the RHDI Credit Facility from the proceeds of the Series A-4 Notes issued on October 17, 2007. The partial repayment of the term loans outstanding under the RHDI Credit Facility will be accounted for as an extinguishment of debt resulting in a loss charged to interest expense during the three months ending December 31, 2007.

Item 2. Management’s Narrative Analysis of Results of Operations

Pursuant to General Instruction H(2)(a) of Form 10-Q: (i) the information called for by Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, has been omitted and (ii) we are providing the following Management’s Narrative Analysis and Results of Operations.

Forward-Looking Information

Certain statements contained in this Quarterly Report on Form 10-Q regarding our future operating results, performance, business plans or prospects and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, words such as “believe,” “expect,” “anticipate,” “should,” “will,” “would,” “planned,” “estimated,” “potential,” “goal,” “outlook,” “could,” and similar expressions, are used to identify such forward-looking statements. All forward-looking statements reflect only our current beliefs and assumptions with respect to our future results, business plans and prospects, and are based solely on information currently available to us. Accordingly, these statements are subject to significant risks and uncertainties and our actual results, business plans and prospects could differ significantly from those expressed in, or implied by, these statements. We caution readers not to place undue reliance on, and we undertake no obligation to update, other than imposed by law, any forward-looking statements. Such risks, uncertainties and contingencies are described in detail in Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2006 (“2006 10-K”). Unless otherwise indicated, the terms “Company,” “RHD Inc.,” “RHDI,” “we,” “us” and “our” refer to R.H. Donnelley Inc. and its direct and indirect wholly-owned subsidiaries.

Corporate Overview

Our parent, R.H. Donnelley Corporation (“RHD”), is one of the nation’s largest Yellow Pages and online local commercial search companies, based on revenue. We publish and distribute advertiser content utilizing two of the most highly recognizable brands in the industry, Embarq (formerly known as Sprint) and AT&T (formerly known as SBC). Our “triple-play” integrated marketing solutions assist advertisers by attracting large volumes of ready-to-buy consumers through the combination of our print directories, Internet Yellow Pages (“IYP”) and search engine marketing (“SEM”) and search engine optimization (“SEO”) services.

As previously announced by RHD, we are utilizing a new Dex market brand for all of our print and online products across our entire footprint. As part of this branding strategy, RHD also announced DexKnows.com^® as its new uniform resource locator (“URL”) across its entire footprint that will upgrade our existing online sites over the remainder of 2007 and into 2008. This initiative was undertaken as IYP is a cornerstone of our “triple play” strategy and this platform will make our rich, accurate content available on a single search site. We will continue to leverage the recognizable Embarq and AT&T brands on our print products in those respective markets while also creating a single look and feel for both print and online products by highlighting the Dex name. Within the Qwest markets, the Dex brand has tremendous name recognition and DexKnows.com is the leader in online local search. The DexKnows.com site leverages this success and adds enhanced capabilities, new features and an intuitive interface. In the AT&T and Embarq markets, we will convert the existing online sites in stages over the remainder of 2007 and into 2008.

Significant Business Developments

See Item 1, “Financial Statements (Unaudited) — Note 10, Subsequent Events,” for additional information regarding these financing and other related transactions.

Segment Reporting

Management reviews and analyzes its business of publishing yellow pages directories and related local commercial search as one operating segment.

New Accounting Pronouncements

We have reviewed accounting pronouncements that were issued as of September 30, 2007, which the Company has not yet adopted, and do not believe that the pronouncements will have a material impact on our financial position or operating results.

RESULTS OF OPERATIONS
Nine months ended September 30, 2007 and 2006

Factors Affecting Comparability

Our operating results in 2007 have been and will be impacted by investments in our “triple play” strategy, focusing on our online products and services, and our directory publishing business with new product introductions in our Embarq and AT&T markets. These investments include launching RHD’s new Dex market brand and new URL, DexKnows.com across our entire footprint, the introduction of plus companion directories in our Embarq and AT&T markets, as well as associated marketing and advertising campaigns, employee training associated with new product introductions, and consolidation of our IT platform.

Net Revenue

The components of our net revenue for the nine months ended September 30, 2007 and 2006 were as follows:


	Nine months ended September 30,
(amounts in millions)	2007			2006			$ Change


Gross directory advertising revenue	$	769.6		$	778.9		$	(9.3	)
Sales claims and allowances		(7.2	)		(8.4	)		1.2

Net directory advertising revenue		762.4			770.5			(8.1	)
Other revenue		8.3			7.7			0.6

Total	$	770.7		$	778.2		$	(7.5	)

Our directory advertising revenue is earned primarily from the sale of advertising in yellow pages directories we publish, net of sales claims and allowances. Directory advertising revenue also includes revenue for those Internet-based advertising products that are bundled with print advertising, including certain IYP products, and Internet-based advertising products not bundled with print advertising, such as our SEM and SEO services. Directory advertising revenue is affected by several factors, including changes in the quantity and size of advertisements sold, defectors and new advertisers as well as the proportion of premium advertisements sold, changes in the pricing of advertising, changes in the quantity and mix of advertising purchased per account and the introduction of additional products that generate incremental revenue. Revenue with respect to print advertising, and Internet-based advertising products that are bundled with print advertising, is recognized under the deferral and amortization method, whereby revenue is initially deferred when a directory is published and recognized ratably over the directory’s life, which is typically 12 months. Revenue with respect to Internet-based services that are not bundled with print advertising, such as SEM and SEO services, is recognized as delivered or fulfilled.

Total net revenue for the nine months ended September 30, 2007 was $770.7 million, compared to $778.2 million for the nine months ended September 30, 2006. The decrease in total net revenue of $7.5 million for the nine months ended September 30, 2006 is primarily a result of declines in renewal business and sales productivity related to systems modernization and weaker housing trends in certain of our Embarq markets, declines in some of our AT&T markets during the first quarter of 2007 due to re-alignment of the coverage areas of our publications to better reflect shopping patterns as well as weaker national directory revenue across the AT&T footprint. These declines are partially offset by increased net revenue from new product introductions, including online products and services, in both our Embarq and AT&T markets, and increased Internet-based revenue in both our Embarq and AT&T markets.

Other revenue for the nine months ended September 30, 2007 totaled $8.3 million, representing an increase of $0.6 million from other revenue of $7.7 million reported for the nine months ended September 30, 2006. Other revenue includes barter revenue, late fees received on outstanding customer balances, commissions earned on sales contracts with respect to advertising placed into other publishers’ directories, and sales of directories and certain other advertising-related products. The increase in other revenue for the nine months ended September 30, 2007 is primarily due to late fees revenue and revenue from other advertising-related products.

Expenses

The components of our total expenses for the nine months ended September 30, 2007 and 2006 were as follows:


	Nine months ended September 30,
(amounts in millions)	2007		2006		$ Change


Cost of revenue	$	334.4	$	309.6	$	24.8
General and administrative expenses		50.5		50.7		(0.2	)
Depreciation and amortization		73.5		65.1		8.4

Total	$	458.4	$	425.4	$	33.0

Substantially all expenses are derived from our directory publishing business and Internet-based advertising products and services. Certain costs directly related to the selling and production of directories are initially deferred and recognized ratably over the life of the directory. These costs are specifically identifiable to a particular directory and include sales commissions and print, paper and initial distribution costs. Sales commissions include commissions paid to employees for sales to local advertisers and to certified marketing representatives (“CMRs”), which act as our channel to national advertisers. All other expenses, such as sales person salaries, sales manager compensation, sales office occupancy, publishing and information technology services, are not specifically identifiable to a particular directory and are recognized as incurred. Our costs recognized in a reporting period consist of: (i) costs incurred in that period and fully recognized in that period; (ii) costs incurred in a prior period, a portion of which is amortized and recognized in the current period; and (iii) costs incurred in the current period, a portion of which is amortized and recognized in the current period and the balance of which is deferred until future periods. Consequently, there will be a difference between costs recognized in any given period and costs incurred in the given period, which may be significant. All deferred costs related to the sale and production of directories are recognized ratably over the life of each directory under the deferral and amortization method of accounting, with cost recognition commencing in the month of directory distribution.

Cost of Revenue

Total cost of revenue for the nine months ended September 30, 2007 was $334.4 million, compared to $309.6 million reported for the nine months ended September 30, 2006. The primary components of the $24.8 million increase in cost of revenue are as follows:


	Nine months ended
	September 30, 2007
(amounts in millions)	$ Change

Increased print, paper and distribution expenses	$	9.9
Increased information technology (“IT”) expenses		9.4
Increased Internet production and distribution costs		6.3
Increased bad debt expense		5.3
Amortization of cost uplift in 2006 from the AT&T Directory Acquisition		(2.1	)
All other, net		(4.0	)

Total increase in cost of revenue for the nine months ended September 30, 2007	$	24.8

During the nine months ended September 30, 2007, print, paper and distribution expenses increased $9.9 million, compared to the nine months ended September 30, 2006, primarily as a result of the introduction of companion directories in certain markets. Companion directories are a small format directory that serves as a complement to the core directory, with replicated advertising from the core directory available for an additional charge.

During the nine months ended September 30, 2007, we incurred approximately $9.4 million of additional IT expenses, compared to the nine months ended September 30, 2006, due to enhancements and technical support of multiple production systems as we continue implementing our integration plan to a consolidated IT platform. This increase is partially offset by cost savings resulting from lower rates associated with a new IT contract, which became effective in July 2007.

Also during the nine months ended September 30, 2007, the Company incurred additional expenses of $6.3 million, compared to the nine months ended September 30, 2006, related to Internet production and distribution due to investment in our triple play strategy. This investment focuses on enhancing our online products and services (IYP, SEM and SEO).

Bad debt expense increased $5.3 million for the nine months ended September 30, 2007, compared to the nine months ended September 30, 2006, due to increased provision expense driven by an increase in customer bad debts in certain of our Embarq markets.

As a result of purchase accounting required by GAAP, we recorded the deferred directory costs related to directories that were scheduled to publish subsequent to our acquisition of the directory publishing business of AT&T Inc. in Illinois and Northwest Indiana (“AT&T Directory Acquisition”) at their fair value, determined as (a) the estimated billable value of the published directory less (b) the expected costs to complete the directories, plus (c) a normal profit margin. We refer to this purchase accounting entry as “cost uplift.” The fair value of these costs was determined to be $81.3 million for the AT&T Directory Acquisition. These costs are amortized as cost of revenue over the terms of the applicable directories and such amortization totaled $2.1 million for the nine months ended September 30, 2006, with no comparable expense in 2007.

Changes in the All other category for the nine months ended September 30, 2007 primarily relate to a decrease in print delivery management costs due to synergies resulting from RHD’s merger with Dex Media (the “Dex Media Merger”), a decrease in non-cash stock-based compensation expense, and achieving economies of scale in other areas subsequent to the Dex Media Merger, partially offset by higher advertising expenses to promote the Dex brand name for all of our print and online products and the use of DexKnows.com as RHD’s new URL across the Embarq and AT&T footprint, as well as an increase in sales training costs associated with new product introductions, including online products and services.

General and Administrative Expenses

General and administrative (“G&A”) expenses for the nine months ended September 30, 2007 were $50.5 million, compared to $50.7 million reported for the nine months ended September 30, 2006. The decrease in G&A expenses of $0.2 million for the nine months ended September 30, 2007 is primarily due to a decrease in non-cash stock-based compensation expense, partially offset by additional headcount and related expenses.

Depreciation and Amortization

Depreciation and amortization (“D&A”) expense for the nine months ended September 30, 2007 was $73.5 million, compared to $65.1 million for the nine months ended September 30, 2006. Amortization of intangible assets was $59.8 million for the nine months ended September 30, 2007, compared to $55.9 million reported for the nine months ended September 30, 2006. The increase in intangible asset amortization for the nine months ended September 30, 2007 is due to the change in amortization expense as provided for under the income forecast method related to the local customer relationships intangible assets.

Depreciation of fixed assets and amortization of computer software was $13.7 million for the nine months ended September 30, 2007, compared to $9.2 million reported for the nine months ended September 30, 2006. The increase in depreciation of fixed assets and amortization of computer software for the nine months ended September 30, 2007 is due to fixed asset and computer software additions.

Operating Income

Operating income for the nine months ended September 30, 2007 and 2006 was as follows:


	Nine months ended September 30,
(amounts in millions)	2007		2006		$ Change


Total	$	312.4	$	352.8	$	(40.4	)

Operating income for the nine months ended September 30, 2007 was $312.4 million, representing a decrease of $40.4 million from operating income of $352.8 million reported for the nine months ended September 30, 2006. The decrease in operating income for the nine months ended September 30, 2007 is a direct result of the revenue and expense trends described above.

Interest Expense, Net

Net interest expense for the nine months ended September 30, 2007 was $144.4 million, compared to $146.5 million reported for the nine months ended September 30, 2006. The decrease in net interest expense of $2.1 million for the nine months ended September 30, 2007 is a result of lower average outstanding debt balances due to debt repayments. Net interest expense for the nine months ended September 30, 2007 includes $10.8 million of non-cash amortization of deferred financing costs, compared to $9.6 million of non-cash amortization of deferred financing costs for the nine months ended September 30, 2006.

Income Taxes

The effective tax rate on income before income taxes of 41.8% for the nine months ended September 30, 2007 compares to 38% on income before income taxes for the nine months ended September 30, 2006. As a result of the IRS settlement in July 2007, we recognized additional interest expense of $1.4 million and $0.9 million related to the taxable years 2004 and 2005, respectively. The effective tax rate for the nine months ended September 30, 2007 is reflective of this interest expense as well as changes in estimates for state and local tax and additions to our liability for unrecognized tax benefits.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Omitted pursuant to General Instruction H(2)(c) of Form 10-Q.

Item 4.Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.Based on their evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) the principal executive officer and principal financial officer of the Company have each concluded that such disclosure controls and procedures are effective and sufficient to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) Changes in Internal Control Over Financial Reporting.There have not been any changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

Item 1A.Risk Factors

No changes.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Omitted pursuant to General Instruction H(2)(b) of Form 10-Q.

Item 3.Defaults Upon Senior Securities

Omitted pursuant to General Instruction H(2)(b) of Form 10-Q.

Item 4.Submission of Matters to a Vote of Security Holders

Omitted pursuant to General Instruction H(2)(b) of Form 10-Q.

Item 5.Other Information

None.

Item 6.Exhibits


Exhibit No.		Document

4.1		Fourth Supplemental Indenture, dated as of October 2, 2007, by and among R.H. Donnelley Inc., as issuer, R.H. Donnelley Corporation, as guarantor, the subsidiary guarantors, named therein, as guarantors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to R.H. Donnelley Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 9, 2007, Commission File No. 333-59287)

31.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 by David C. Swanson, Chairman and Chief Executive Officer of R.H. Donnelley Inc. under Section 302 of the Sarbanes-Oxley Act

31.2*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 by Steven M. Blondy, Executive Vice President and Chief Financial Officer of R.H. Donnelley Inc. under Section 302 of the Sarbanes-Oxley Act

32.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	R.H. DONNELLEY INC.
Date: November 6, 2007	By:	/s/ Steven M. Blondy
		Steven M. Blondy
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)


		/s/ Karen E. Palczuk
		Karen E. Palczuk
		Interim Controller and Assistant Vice President — Process and Performance Management (Interim Principal Accounting Officer)

Exhibit Index


Exhibit No.		Document

4.1		Fourth Supplemental Indenture, dated as of October 2, 2007, by and among R.H. Donnelley Inc., as issuer, R.H. Donnelley Corporation, as guarantor, the subsidiary guarantors, named therein, as guarantors, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to R.H. Donnelley Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 9, 2007, Commission File No. 333-59287)

31.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 by David C. Swanson, Chairman and Chief Executive Officer of R.H. Donnelley Inc. under Section 302 of the Sarbanes-Oxley Act

31.2*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 2007 by Steven M. Blondy, Executive Vice President and Chief Financial Officer of R.H. Donnelley Inc. under Section 302 of the Sarbanes-Oxley Act

32.1*		Certification of Quarterly Report on Form 10-Q for the period ended September 30, 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.

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Donnelley R H Inactive 10-Q2007 Q3 Quarterly report

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