R.H. Donnelley 1998 Annual Report

Management's Responsibility
for Financial Statements

Management is responsible for the preparation of the Company's consolidated financial statements and related information appearing in this annual report. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include certain amounts based on management's estimates and assumptions. Other financial information presented in this annual report is consistent with that in the consolidated financial statements.

Management believes that the Company's internal control systems provide reasonable assurance that the financial statements reflect the authorized transactions of the Company and that assets are safeguarded against loss from unauthorized use or disposition. The concept of reasonable assurance recognizes that limitations exist in any internal control system as the cost of a control procedure should not exceed the benefits derived. Management believes its internal control systems, augmented by written policies, an organizational structure providing division of responsibilities and its internal audit function, appropriately balances this cost/benefit relationship.

The Company's consolidated financial statements have been audited and reported on by PricewaterhouseCoopers LLP, in accordance with generally accepted auditing standards. These standards include an assessment of the internal control systems and tests of transactions to the extent considered necessary by them to support their opinion.

The Board of Directors of the Company has an Audit and Finance Committee that consists of three independent non-management Directors. The Audit and Finance Committee is responsible for, among other things, reviewing and monitoring the Company's financial reporting and accounting policies, and meets periodically with PricewaterhouseCoopers LLP, and the Company's internal auditors, both privately and with management present.

Frank R. Noonan
Chairman and Chief Executive Officer

Philip C. Danford
Senior Vice President and Chief Financial Officer

Anna M. Patruno
Vice President and Controller

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