RHD RH Donnelley New

In the news release, R.H. Donnelley (NYSE: RHD) Reports Third Quarter Results today by R.H. Donnelley over PR Newswire, we are advised by the company that the second footnote following the Safe Harbor Provision, should read "amount of $22 million for $7 million in September" rather than "amount of $22 million or $7 million in September" as originally issued inadvertently. Complete, corrected release follows: CARY, N.C., Oct. 23 /PRNewswire-FirstCall/ -- R.H. Donnelley Corporation (NYSE:RHD), one of the nation's leading Yellow Pages and online local commercial search companies, today reported third quarter net revenues of $648 million. Adjusted EBITDA(1) in the quarter was $334 million. Adjusted free cash flow was $108 million, based on cash flow from operations of $110 million, capital expenditures of $17 million and $15 million of other adjustments. Third quarter advertising sales were $504 million, down 8.3 percent from pro forma advertising sales for the same period in the prior year. Net income and EPS for the quarter were $26 million and $0.38 per share, respectively. As of September 30, 2008, RHD's net debt outstanding was $9,564 million, excluding the purchase accounting fair value adjustment of $91 million. (Logo: http://www.newscom.com/cgi-bin/prnh/20060731/NYM044LOGO) "We continue to make excellent progress streamlining operating processes and reducing costs," said David C. Swanson, chairman and CEO of R.H. Donnelley. "The decline in third quarter ad sales was as expected due to weak consumer sentiment and the impact it is having on advertisers' ability to make new growth investments, pay existing bills, and for some, stay in business. As a result of the continued deterioration in the economy, we are revising our full year 2008 guidance to the low end of the previous range." Swanson continued, "While we are carefully managing expenses and maintain our focus on debt reduction, we remain committed to increasing the value we provide to advertisers and consumers. We continue to expand advertisers' reach by connecting them with consumers looking for local products and services regardless of where they are searching. This month we rolled out our exciting new voice search platform, 1-800-CALL-DEX, across the 14-state Qwest region. This service allows consumers to use their phone to search our accurate and comprehensive database of local business information as well as locate businesses near landmarks or other convenient search criteria. By year-end, we will launch DexKnows.com 2.0, our next generation local search site. In addition, in the first half of 2009, we will be launching the Dex Search Network and a new DexKnows.com platform for mobile, continuing to increase consumers' ability to access our unique and up to date content over additional convenient platforms. These initiatives are all about building the foundation for sustainable growth as the economy recovers." Capital Markets Activity During the third quarter, the Company repurchased senior notes and senior discount notes of R.H. Donnelley Corporation having an aggregate principal value of approximately $187 million for $92 million.(2) In addition, the Company repaid approximately $35 million of bank debt during the same period. On October 22, 2008, R.H. Donnelley Inc., a wholly owned subsidiary of the Company, obtained a waiver under its senior secured credit facility to permit voluntary prepayments of its Term Loan D-1 and Term Loan D-2 at a discount to their principal amounts. R.H. Donnelley Inc. is not obligated to make any such prepayments. Outlook The Company is clarifying its full year 2008 guidance to be at the low end of the previously announced range that was issued on July 30 for ad sales, adjusted EBITDA and adjusted free cash flow. Net debt at year end, excluding the fair value adjustment, is now expected to be less than $9.5 billion. Guidance for full year net revenue and weighted average diluted shares outstanding are unchanged. Current 2008 guidance is summarized below (all numbers are approximate): -- Ad sales decline of 8%. -- Net revenue of $2.6 billion. -- Adjusted EBITDA(3) of $1,350 million; operating loss of $2,345 million; and adjusted operating income(3) of $860 million. -- Adjusted free cash flow(4) of $475 million and operating cash flow of $505 million. -- Net debt at year end of less than $9.5 billion, excluding the fair value adjustment of $0.1 billion. -- Weighted average diluted shares outstanding during 2008 of 70 million. See Schedule 6 for a reconciliation of the foregoing non-GAAP measures to the most comparable GAAP measures. Further important information regarding operating results and related reconciliations of non-GAAP financial measures to the most comparable GAAP measures can be found in the schedules and related footnotes of this press release, which should be thoroughly reviewed. Advertising sales is a statistical measure and consists of sales of advertising in print directories distributed during the period and Internet-based products and services with respect to which such advertising first appeared publicly during the period. It is important to distinguish advertising sales from net revenues, which is recognized under the deferral and amortization method. Third Quarter Conference Call R.H. Donnelley will host a conference call to discuss its third quarter 2008 results today at 10:00 a.m. (ET). The call can be accessed by dialing 888-387-9606 (domestic) or 517-645-6055 (international). The pass code for the call is "RHD". Please dial in to the call by 9:50 a.m. (ET) to ensure a prompt start time. The call will also be available through a Web cast, which can be accessed by visiting our Web site at http://www.rhd.com/, clicking on "Investor Relations" and following the instructions provided. Those unable to participate at the scheduled time may access a recorded replay by dialing 866-382-4784 (domestic) or 203-369-0363 (international). There is no pass code for the replay, which will be available through November 6, 2008. In addition, an archived version of the Web cast will be available on RHD's Web site for up to one year from the date of the call. Helping Local Businesses Reach More Customers R.H. Donnelley's interactive offerings are essential to its Triple Play solution suite -- an integrated set of products and services that efficiently and effectively extend the marketing reach of local businesses. Spanning multiple media platforms -- print Yellow Pages directories, DexKnows.com(TM) search site and the major search engines (e.g., Yahoo!(R) and Google(R)) via the Company's Dex Search Network(TM) -- Triple Play delivers the advertisements of local businesses to a wider set of ready-to-buy consumers. About R.H. Donnelley R.H. Donnelley connects businesses and consumers through its portfolio of print and interactive marketing solutions. Small- and medium-sized businesses look to R.H. Donnelley's experienced team of marketing consultants to help them grow their companies and drive sales leads. Consumers depend on the Company's reliable, local business content to deliver the most relevant search results when they are seeking local goods and services. For more information, visit http://www.rhd.com/ and http://dexknows.com/. Safe Harbor Provision Certain statements contained in this press release regarding RHD's future operating results or performance or 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, the words "believe," "expect," "anticipate," "intend," "should," "will," "would," "planned," "estimated," "potential," "goal," "outlook," "may," "predicts," "could," or the negative of such terms, or other comparable expressions, as they relate to RHD or its management, have been used to identify such forward-looking statements. All forward-looking statements reflect only RHD's current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to RHD. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause RHD's actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by, these statements. Factors that could cause actual results to differ materially from current expectations include risks and other factors described in RHD's publicly available reports filed with the SEC, which contain a discussion of various factors that may affect RHD's business or financial results. Such risks and other factors, which in some instances are beyond RHD's control, include: our ability to generate sufficient cash to service our significant debt levels; our ability to comply with or obtain modifications or waivers of the financial covenants contained in our debt agreements, and the potential impact to operations and liquidity as a result of restrictive covenants in such debt agreements; our ability to refinance our debt on reasonable terms and conditions as might be necessary from time to time, particularly in light of the recent instability in the credit markets; increasing LIBOR rates; changes in directory advertising spend and consumer usage; regulatory and judicial rulings; competition and other economic conditions; changes in the Company's and the Company's subsidiaries credit ratings; changes in accounting standards; adverse results from litigation, governmental investigations or tax related proceedings or audits; the effect of labor strikes, lock-outs and negotiations; successful integration and realization of the expected benefits of acquisitions; the continued enforceability of the commercial agreements with Qwest, Embarq and AT&T; our reliance on third-party vendors for various services; and other events beyond our control that may result in unexpected adverse operating results. RHD is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers. This press release is being furnished to the SEC through a Form 8-K. The Company's next 10-Q report to be filed with the SEC may contain updates to the information included in this release. (1) Before the following expenses: (a) restructuring, (b) FAS 123 R and (c)restricted stock units related to the Business.com acquisition. (2) The Company repurchased notes having an aggregate principal amount of $22 million for $7 million in September that did not settle until early October. (3) Before the following expenses: (a) restructuring, (b) FAS 123 R and (c) restricted stock units related to the Business.com acquisition. (4) Before restructuring costs and restricted stock unit costs related to the Business.com acquisition. (See attached tables) R.H. DONNELLEY CORPORATION INDEX OF SCHEDULES ------------------ Schedule 1: Index of Schedules Schedule 2: Unaudited Condensed Consolidated Statements of Operations for the three months ended September 30, 2008 and 2007 Schedule 3: Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2008 and 2007 Schedule 4: Unaudited Condensed Consolidated Balance Sheets at September 30, 2008 and December 31, 2007 Schedule 5: Unaudited Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2008 and 2007 Schedule 6: Reconciliation of Non-GAAP Measures Schedule 7: Statistical Measures -- Advertising Sales Schedule 8: Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q. R.H. DONNELLEY CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Schedule 2 Amounts in millions, except earnings per share Three Months Ended September 30, 2008 2007 Net revenue (1) $648.0 $671.2 Expenses (1) 336.7 322.1 Depreciation and amortization 125.4 111.6 Operating income 185.9 237.5 Interest expense, net (198.1) (201.1) Gain on debt transactions, net (2) 70.2 - Pre-tax income 58.0 36.4 Tax provision (31.9) (18.3) Net income $26.1 $18.1 Earnings per share (EPS): Basic $0.38 $0.25 Diluted $0.38 $0.25 Shares used in computing EPS: Basic 68.8 71.2 Diluted 68.9 72.2 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 8. Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q. R.H. DONNELLEY CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS --------------------------------------------------------- Schedule 3 Amounts in millions, except (loss) earnings per share Nine Months Ended September 30, 2008 2007 Net revenue (1) $1,986.4 $1,999.5 Expenses (1) 976.0 971.2 Depreciation and amortization 363.3 323.7 Goodwill impairment (3) 3,123.9 - Operating (loss) income (2,476.8) 704.6 Interest expense, net (630.4) (601.7) Gain on debt transactions, net (2) 231.5 - Pre-tax (loss) income (2,875.7) 102.9 Tax benefit (provision) 939.8 (43.9) Net (loss) income $(1,935.9) $59.0 (Loss) earnings per share (EPS): Basic $(28.15) $0.83 Diluted $(28.15) $0.82 Shares used in computing EPS: Basic 68.8 70.8 Diluted 68.8 71.9 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 8. Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q. R.H. DONNELLEY CORPORATION Schedule 4 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS ----------------------------------------------- Amounts in millions September 30, December 31, 2008 2007 Assets Cash and cash equivalents $60.8 $46.1 Accounts receivable, net 1,035.6 1,063.5 Deferred directory costs 175.0 183.7 Other current assets 124.8 173.9 Total current assets 1,396.2 1,467.2 Fixed assets and computer software, net 182.1 187.7 Intangible assets, net 10,859.1 11,170.5 Other non-current assets 180.0 139.4 Goodwill (3) - 3,124.3 Total Assets $12,617.4 $16,089.1 Liabilities and Shareholders' (Deficit) Equity Accounts payable and accrued liabilities $177.1 $230.7 Accrued interest 147.5 198.8 Deferred directory revenue 1,097.7 1,172.0 Current portion of long-term debt 121.3 177.2 Total current liabilities 1,543.6 1,778.7 Long-term debt 9,594.4 9,998.5 Deferred income taxes, net 1,356.2 2,288.4 Other non-current liabilities 192.3 200.8 Total liabilities 12,686.5 14,266.4 Shareholders' (deficit) equity (69.1) 1,822.7 Total Liabilities and Shareholders' (Deficit) Equity $12,617.4 $16,089.1 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 8. Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q. R.H. DONNELLEY CORPORATION UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Schedule 5 --------------------------------------------------------- Amounts in millions Three Months Ended Nine Months Ended September 30, September 30, Operating activities: 2008 2007 2008 2007 Net income (loss) $26.1 $18.1 $(1,935.9) $59.0 Goodwill impairment (3) - - 3,123.9 - Gain on debt transactions, net (2) (70.2) - (231.5) - Depreciation and amortization 125.4 111.6 363.3 323.7 Deferred income taxes 31.6 11.4 (943.0) 36.6 Changes in working capital (17.1) 0.4 (88.1) (17.0) Other 14.6 14.5 97.9 68.0 Net cash provided by operating activities 110.4 156.0 386.6 470.3 Investment activities: Additions to fixed assets and computer software (17.0) (24.5) (47.3) (61.8) Acquisitions, net of cash received - (328.9) - (328.9) Equity investment disposition (investment) - - 4.3 (2.5) Net cash used in investing activities (17.0) (353.4) (43.0) (393.2) Financing activities: Proceeds from the issuance of debt, net of costs - 323.7 - 323.7 Additional borrowings under credit facilities, net of costs - - 1,018.2 - Credit facilities repayments (33.6) (215.2) (1,224.7) (562.3) Revolver repayments (26.0) (175.5) (422.1) (566.1) Borrowings under the Revolver 25.0 209.0 398.1 570.7 Note repurchases and related costs (84.7) - (84.7) - Proceeds from the issuance of common stock - 9.0 - 9.0 Repurchase of common stock - - (6.1) - Debt issuance costs (1.5) - (9.6) - Increase (decrease) in checks not yet presented for payment 6.2 (0.5) 1.9 (2.0) Proceeds from option exercises - 0.9 0.1 12.7 Net cash (used in) provided by financing activities (114.6) 151.4 (328.9) (214.3) (Decrease) increase in cash and cash equivalents (21.2) (46.0) 14.7 (137.2) Cash and cash equivalents, beginning of period 82.0 65.0 46.1 156.2 Cash and cash equivalents, end of period $60.8 $19.0 $60.8 $19.0 Supplemental Information: Non-cash financing activities: Reduction of debt from Debt Exchanges $- $- $(172.8) $- See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 8. Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q. R.H. DONNELLEY CORPORATION Schedule 6a RECONCILIATION OF NON-GAAP MEASURES ----------------------------------- (unaudited) Amounts in millions Three Months Ended Nine Months Ended September 30, September 30, 2008 2007 2008 2007 Reconciliation of net income (loss) - GAAP to EBITDA (4) Net income (loss) - GAAP $26.1 $18.1 $(1,935.9) $59.0 Less gain on debt transactions, net (2) (70.2) - (231.5) - Plus goodwill impairment (3) - - 3,123.9 - Plus tax provision (benefit) 31.9 18.3 (939.8) 43.9 Plus interest expense, net 198.1 201.1 630.4 601.7 Plus depreciation and amortization 125.4 111.6 363.3 323.7 EBITDA $311.3 $349.1 $1,010.4 $1,028.3 Amortized deferred cost uplift on Dex sales contracts as of the merger date - 3.3 - 27.9 Purchase accounting adjustments related to bad debt expense previously charged to goodwill related to Qwest directories acquired in the Dex Media transaction - - - 3.3 SFAS No. 123 R non-cash compensation expense 7.1 8.5 23.4 30.0 Restricted stock unit expense related to the Business.com acquisition 1.0 0.8 4.2 0.8 Restructuring costs 14.3 - 18.9 - Adjusted EBITDA $333.7 $361.7 $1,056.9 $1,090.3 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 8. Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q. R.H. DONNELLEY CORPORATION Schedule 6b RECONCILIATION OF NON-GAAP MEASURES (cont'd) -------------------------------------------- (unaudited) Amounts in millions Three Months Ended Nine Months Ended September 30, September 30, 2008 2007 2008 2007 Reconciliation of cash flow from operations - GAAP to adjusted free cash flow Cash flow from operations - GAAP $110.4 $156.0 $386.6 $470.3 Add: Restructuring costs 14.0 - 15.5 - Add: Restricted stock unit cost related to the Business.com acquisition 1.0 0.8 4.5 0.8 Adjusted cash flow from operations 125.4 156.8 406.6 471.1 Less: Additions to fixed assets and computer software - GAAP 17.0 24.5 47.3 61.8 Adjusted free cash flow $108.4 $132.3 $359.3 $409.3 Three Months Ended Nine Months Ended September 30, September 30, 2008 2007 2008 2007 Reconciliation of interest expense - GAAP to adjusted interest expense (5) Interest expense - GAAP $198.1 $201.1 $630.4 $601.7 Plus: Fair value adjustment due to purchase accounting 4.5 7.9 13.1 23.2 Less: One-time expense related to ineffective interest rate swaps as a result of the refinancings completed during the second quarter of 2008 - - (42.9) - Adjusted interest expense $202.6 $209.0 $600.6 $624.9 As of As of September December 30, 2008 31, 2007 Reconciliation of debt - GAAP to net debt and net debt - excluding fair value adjustment (5) (6) Debt - GAAP $9,715.7 $10,175.7 Less: Cash and cash equivalents (60.8) (46.1) Net debt 9,654.9 10,129.6 Less: Fair value adjustment due to purchase accounting (90.7) (103.8) Net debt - excluding fair value adjustment $9,564.2 $10,025.8 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 8. Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q. R.H. DONNELLEY CORPORATION Schedule 6c RECONCILIATION OF NON-GAAP MEASURES (cont'd) -------------------------------------------- (unaudited) Current Full Year 2008 Amounts in millions Outlook Reconciliation of adjusted EBITDA excluding the impairment of goodwill, SFAS No. 123 R outlook and restructuring expense outlook, to operating income - GAAP outlook Adjusted EBITDA excluding restructuring, SFAS No. 123 R non-cash compensation and restricted stock unit expense outlook $1,350 Less: Depreciation and amortization (490) Adjusted Operating Income 860 Less: Impairment of goodwill (3,125) Less: SFAS No. 123 R non-cash compensation expense and restricted stock unit expense related to the Business.com acquisition (40) Less: Restructuring expense (40) Operating loss - GAAP outlook $(2,345) Current Full Year 2008 Outlook Amounts in millions Reconciliation of cash flow from operations - GAAP outlook to adjusted free cash flow outlook Cash flow from operations - GAAP outlook $505 Less: Additions to fixed assets and computer software (75) Plus: Restructuring costs 40 Plus: Restricted stock unit cost related to the Business.com acquisition 5 Adjusted free cash flow outlook $475 Current Full Year 2008 Outlook Amounts in billions Reconciliation of net debt - outlook to net debt - excluding fair value adjustment outlook Net debt - outlook $9.6 Less: Fair value adjustment due to purchase accounting (0.1) Net debt - excluding fair value adjustment outlook $9.5 See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 8. Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q. R.H. DONNELLEY CORPORATION Schedule 7 STATISTICAL MEASURES CALCULATION OF ADVERTISING SALES PERCENTAGE CHANGE OVER PRIOR YEAR PERIOD ------------------------------------------------------------------------- (unaudited) Amounts in millions, except percentages Nine Months Ended Three Months Ended September September June March December 30, 2008 30 30 31 31 2008 Advertising sales (7) $1,899.8 $503.6 $678.3 $717.9 2007 Pro forma advertising sales $700.3 2007 Advertising sales disclosed in 2007 Form 10-Q's 2,017.9 541.6 729.0 747.3 2006 Advertising sales disclosed in 2006 Form 10-K and Form 10- Q's 682.6 Pro forma adjustments related to Business.com Acquisition 41.8 14.3 14.2 13.3 9.2 Adjustments primarily related to changes in publication dates (14.6) (6.7) (1.3) (6.6) 4.0 2007 Pro forma advertising sales $2,045.1 $549.2 $741.9 $754.0 2006 Pro forma advertising sales $695.8 Pro forma advertising sales percentage change over prior year period (7.1%) (8.3%) (8.6%) (4.8%) 0.7% See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 8. Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q. R.H. DONNELLEY CORPORATION Schedule 8 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------- AND NON-GAAP MEASURES --------------------- (1) 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. Revenue related to our print advertising 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 our Internet-based advertising products that are bundled with print advertising is initially deferred when the service is delivered or fulfilled and recognized ratably over the life of the contract. 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. Certain prior period amounts included in the unaudited condensed consolidated statement of operations have been reclassified to conform to the current period's presentation. Beginning in the fourth quarter of 2007, we began classifying adjustments for customer claims to sales allowance, which is deducted from gross revenue to determine net revenue. In prior periods, adjustments for customer claims were included in bad debt expense. Accordingly, we have reclassified adjustments for customer claims and bad debt expense for the three and nine months ended September 30, 2007 by $1.3 million and $0.2 million, respectively, to conform to the current period's presentation. These reclassifications had no impact on operating income or net income for the three and nine months ended September 30, 2007. (2) During the three months ended September 30, 2008, RHD repurchased $165.5 million ($159.9 million accreted value) of its senior notes and senior discount notes ("Senior Notes") for a purchase price of $84.7 million (the "September 2008 Debt Repurchases"). As a result of the September 2008 Debt Repurchases, we recognized a gain of $72.4 million during the three months ended September 30, 2008, representing the difference between the accreted value or par value, as applicable, and purchase price of the Senior Notes, offset by the write-off of unamortized deferred financing costs of $2.9 million. In October 2008, RHD repurchased $21.5 million of its Senior Notes for a purchase price of $7.4 million (the October 2008 Debt Repurchases"). As a result of the October 2008 Debt Repurchases, we will recognize a gain of $13.6 million during the fourth quarter of 2008, consisting of the difference between the accreted value or par value, as applicable, and purchase price of the Senior Notes, offset by the write-off of unamortized deferred financing costs of $0.4 million. On June 25, 2008, RHD completed an exchange of its senior notes and senior discount notes for new senior notes ("Debt Exchanges"). Please refer to our Current Report on Form 8-K filed on June 25, 2008 for additional information. The Debt Exchanges have been accounted for as an extinguishment of debt, resulting in a gain of approximately $161.3 million, representing the difference between the accreted value or par value, as applicable, of the former senior notes and senior discount notes and the new senior notes of $172.8 million, offset by the write- off of unamortized deferred financing costs of $11.5 million associated with the former senior notes and senior discount notes. During the nine months ended September 30, 2008 we recognized a charge of $2.2 million for the write-off of unamortized deferred financing costs associated with the refinancing of the former Dex Media West credit facility and portions of the amended RHDI Credit Facility, which have been accounted for as extinguishments of debt. (3) We performed impairment tests as of March 31, 2008 of our goodwill and definite lived intangible assets in accordance with SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS No. 142") and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS No. 144"), respectively. The first step involved comparing the fair value of the Company with the carrying amount of our assets and liabilities, including goodwill. The fair value of the Company was determined using a market based approach, which reflects the market value of our debt and equity securities as of March 31, 2008. As a result of our testing, we determined that the Company's fair value was less than the carrying amount of our assets and liabilities, requiring us to proceed with the second step. In the second step of the testing process, the impairment loss is determined by comparing the implied fair value of our goodwill to the recorded amount of goodwill. The implied fair value of goodwill is derived from a discounted cash flow analysis for the Company using a discount rate that results in the present value of assets and liabilities equal to the current fair value of the Company's debt and equity securities. Based upon this analysis, we recognized a non-cash impairment charge of $2.5 billion during the three months ended March 31, 2008. Since the trading value of our equity securities further declined in the second quarter of 2008, we performed additional impairment tests of our goodwill and other long-lived assets. As a result of these tests, we recognized a non-cash goodwill impairment charge of $660.2 million during the three months ended June 30, 2008. Subsequent to this impairment charge, we have no recorded goodwill at September 30, 2008. (4) EBITDA represents earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA represents adjusted earnings before interest, taxes, depreciation and amortization. EBITDA and Adjusted EBITDA are not measurements of operating performance computed in accordance with GAAP and should not be considered as a substitute for operating income or net income prepared in conformity with GAAP. In addition, EBITDA may not be comparable to similarly titled measures of other companies. EBITDA for the three months ended September 30, 2008 and 2007 includes charges of $7.1 million and $8.5 million, respectively, for stock-based compensation in accordance with SFAS No. 123 (R), Share-Based Payment ("SFAS No. 123 (R)"). EBITDA for the nine months ended September 30, 2008 and 2007 includes charges of $23.4 million and $30.0 million, respectively, for stock-based compensation in accordance with SFAS No. 123 (R). As a result of purchase accounting required by GAAP, we recorded the deferred directory costs related to Qwest directories that were scheduled to publish subsequent to the Dex Media Merger 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." Net income - GAAP and EBITDA for the three and nine months ended September 30, 2007 includes approximately $3.3 million and $27.9 million, respectively, of cost uplift associated with the Dex Media transaction. Net income (loss) - GAAP and EBITDA for the three and nine months ended September 30, 2008 includes approximately $1.0 million and $4.2 million, respectively, of restricted stock unit expense related to the Business.com Acquisition, of which $1.0 million and $4.5 million, respectively, has been paid in cash during the period. Net income - GAAP and EBITDA for the three and nine months ended September 30, 2007 includes approximately $0.8 million of restricted stock unit expense related to the Business.com Acquisition, which was paid in cash during the period. Net income (loss) - GAAP and EBITDA for the three and nine months ended September 30, 2008 includes approximately $14.3 million and $18.9 million of restructuring costs, respectively, of which $14.0 million and $15.5 million, respectively, has been paid in cash during the period. EBITDA for the nine months ended September 30, 2007 also excludes recoveries and other purchase accounting adjustments related to bad debt expense previously charged to goodwill of $3.3 million, related to Qwest directories acquired in the Dex Media transaction. (5) As a result of purchase accounting, RHD was required to adjust the carrying value of Dex Media's debt at January 31, 2006 to its fair value. Adjusted interest expense eliminates the interest benefit resulting from the amortization of the fair value adjustment to Dex Media's debt. As a result of the amendment of the RHDI Credit Facility and the refinancing of the former Dex Media West credit facility on June 6, 2008, the existing interest rate swaps associated with these two debt arrangements are no longer highly effective in offsetting changes in cash flows. Accordingly, these interest rate swaps became ineffective on June 6, 2008 and cash flow hedge accounting treatment under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133") is no longer permitted. Interest expense for the nine months ended September 30, 2008 includes a non-cash charge of $42.9 million resulting from the reclass of amounts previously charged to accumulated other comprehensive loss related to these interest rate swaps. Adjusted interest expense eliminates this one time charge to interest expense. (6) Net debt represents total debt less cash and cash equivalents on the respective date. Net debt - excluding fair value adjustments represents net debt adjusted to remove the remaining fair value purchase accounting adjustment of Dex Media's debt noted in footnote 5 above. The unamortized fair value adjustment at September 30, 2008 is $90.7 million. (7) Advertising sales is a statistical measure and consists of sales of advertising in print directories distributed during the period and Internet-based products and services with respect to which such advertising first appeared publicly during the period. It is important to distinguish advertising sales from net revenue, which is recognized under the deferral and amortization method. 2007 pro forma advertising sales assumes the Business.com Acquisition occurred on January 1, 2007. Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q. http://www.newscom.com/cgi-bin/prnh/20060731/NYM044LOGO http://photoarchive.ap.org/ DATASOURCE: R.H. Donnelley Corporation Web site: http://www.rhd.com/

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