8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

October 29, 2014

DEX MEDIA, INC.

(Exact name of Registrant as specified in its charter)

Delaware	1-35895	13-2740040
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261

(Address of Principal Executive Offices)

(972) 453-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on March 18, 2013 (the “Petition Date”), SuperMedia Inc. (“SuperMedia”) and all of its domestic subsidiaries (collectively, the “SuperMedia Debtors”), and Dex One Corporation (“Dex One”) and all of its subsidiaries (collectively, the “Dex One Debtors”) filed voluntary bankruptcy petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code.

On April 29, 2013, the Bankruptcy Court entered separate orders confirming the prepackaged plans of reorganization of the SuperMedia Debtors and Dex One Debtors. On April 30, 2013, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of December 5, 2012, by and between SuperMedia, Dex One, Newdex, Inc. (“Newdex”), and Spruce Acquisition Sub, Inc. (“Spruce”), (i) Dex One merged with and into Newdex, with Newdex surviving and changing its name to Dex Media, Inc. (“Dex Media”), and (ii) SuperMedia merged with and into Spruce, with SuperMedia surviving as a wholly owned subsidiary of Dex Media. Also on April 30, 2013, the Dex One Debtors, including Dex Media, and the SuperMedia Debtors emerged from Chapter 11 protection.

On September 18, 2013, final decrees closing the Chapter 11 proceedings of all Dex Media’s subsidiaries, except SuperMedia LLC, were entered by the Bankruptcy Court.  SuperMedia LLC’s Chapter 11 proceeding was not closed because of outstanding contested matters pending its Chapter 11 proceeding.

On October 29, 2014, SuperMedia LLC filed a post-confirmation quarterly report in its Chapter 11 proceeding (the “Quarterly Report”) for the period beginning on July 1, 2014, and ending on September 30, 2014, with the Bankruptcy Court. The Quarterly Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the reporting requirements of the Office of the United States Trustee of the District of Delaware and the Bankruptcy Court. The Quarterly Report was not audited or reviewed by independent accountants, has not been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation. The Quarterly Report does not include all of the adjustments, information and footnotes required by GAAP. Therefore, the Quarterly Report does not necessarily contain all information required in filings pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in Dex Media’s securities, the Quarterly Report is complete, and the Quarterly Report may be subject to revision. Results set forth in the Quarterly Report should not be viewed as indicative of future results. Dex Media cautions readers not to place undue reliance upon the Quarterly Report.

The information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1, is summary information that is intended to be considered in the context of Dex Media’s filings with the Securities and Exchange Commission and other public announcements that Dex Media may make, by press release or otherwise, from time to time. Dex Media disclaims any current intention to revise or update the information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1, although Dex Media may do so from time to time as its management believes is warranted.

The Quarterly Report is attached hereto as Exhibit 99.1 and incorporated herein by reference. This Current Report on Form 8-K (including the exhibit hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.

2

The information contained in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01              Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	SuperMedia LLC Post-Confirmation Quarterly Report, filed October 29, 2014

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	DEX MEDIA, INC.
	By:	/s/ Raymond R. Ferrell
		Name:	Raymond R. Ferrell
		Title:	Executive Vice President –
			General Counsel and Corporate Secretary
Date:  October 29, 2014

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	SuperMedia LLC Post-Confirmation Quarterly Report, filed October 29, 2014

5

EX-99.1

Exhibit 99.1

OFFICE OF THE UNITED STATES TRUSTEE - REGION 3

POST-CONFIRMATION QUARTERLY SUMMARY REPORT - SUPERMEDIA, LLC

For the Reporting Period 7/1/2014 - 9/30/2014

This Report is to be submitted for all bank accounts that are presently maintained by the post confirmation debtor.

Debtor’s Name	SuperMedia LLC
Beginning Cash Balance	$	62,081,501
All receipts received by the debtor
Cash Sales	229,189,366
Collection of Accounts Receivable	—
Proceeds from Litigation (settlement or otherwise)	—
Sale of Debtor’s Assets	—
Capital Infusion pursuant to the Plan	—
Total of cash received	229,189,366
Total of cash available	291,270,867
Less all disbursements or payments (including payments made under the confirmed plan) made by the Debtor:
Disbursements made under the plan, excluding the administrative claims of bankruptcy professionals	—
Disbursements made pursuant to the administrative claims of bankruptcy professionals	—
All other disbursements made in the ordinary course	(14,778,861		)
Total Disbursements	(14,778,861		)
Ending Cash Balance (1)	$	276,492,007

Note (1): “Ending Cash Balance” presented here does not reflect cash in the bank.

Cash in the bank is $57,373,460 net of intercompany payments.

Pursuant to 28 U.S.C. Section 1746(2), I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.

/s/ Clifford E. Wilson

Name

Vice President and Assistant Treasurer

Title

October 27, 2014

Date

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
SuperMedia LLC
Debtor	Reporting Period:_July 1, 2014 to September 30, 2014

SuperMedia LLC

Balance Sheet ( $ Thousands )

9/30/2014

	SuperMedia LLC
Assets
Current Assets:
Cash and Cash Equivalents	57,373
Current Notes Receivable - Affiliate	2,373,985
Trade - Billed - Local	89,903
Trade - Billed - National	13,563
Trade - Billed - Subtotal	103,466
Other Receivables	0
Affiliate Accounts Receivable	114,260
Other Receivables - Subtotal	114,260
Allowance for Doubtful Accounts - Successor	(18,613	)
Allowance for Doubtful Accounts - Subtotal	(18,613	)
Accounts Receivable (Net of Allowance)	199,113
Unbilled Receivable	878
Accrued Taxes Receivable	0
Deferred Directory Costs	75,425
Short Term Investments	0
Interest Receivable	22,049
Deferred Income Tax Benefit	0
Total Prepayments	604
Current Notes Receivable - Nonaffiliate	0
Other Current Assets	5,898
Prepaid expenses and Other	28,551
Total Current Assets	2,735,326
Property, Plant, and Equipment	3,092
Accumulated Depreciation	(1,127	)
Fixed Assets & Computer Software, net	1,966
Goodwill	0
Intangible Assets, net	262,594
Pensions	0
Deferred Tax Assets	0
Debt Issuance Costs	0
Other	235,319
TOTAL ASSETS	3,235,204

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

In Re:	Chapter 11
SuperMedia LLC
Debtor	Reporting Period:_July 1, 2014 to September 30, 2014

SuperMedia LLC

Balance Sheet ( $ Thousands )

9/30/2014

Liabilities & Stockholders Equity
Current Liabilities:
Debt Maturing within one year	0
Accounts Payable - Nonaffiliate	2,351
Accounts Payable - Affiliate	1,024
Accounts Payables	3,376
Accrued Payroll	923
Accrued Payroll Taxes	0
Accrued Vacation	595
Accrued Medical and Other Insurance	187
Additional Employee Compensation Plans	3,014
Other Accrued Payroll Benefits	(275	)
Accrued Salaries & Wages	4,442
Accrued General Taxes	8,942
Accrued Income Tax	28,862
Unrecognized Tax Ben - Current (FIN48)	0
Accrued Taxes	37,804
Accrued Other Liabilities	5,959
Advanced Billing and Payments	5,076
Other Curr Liab - Other	6,819
Accounts Payable and Accrued Liabilities	63,475
Accrued Interest - Nonaffiliate	0
Deferred Revenue	34,537
Current Deferred Income Taxes	26,405
Total Current Liabilities and Current Maturity	124,416
Long Term Debt	0
Employee Benefit Obligations	27,532
Deferred Income Tax Liabilities	122,190
Unrecognized Tax Ben - Noncurrent (FIN48)	0
Other Noncurrent Liabilities	70
Stockholder’s Equity (deficit):
Minority Interest	0
Common Stock	3
Preferred Stock	0
Additional Paid-in Capital	297,642
Retained Earnings	2,663,063
Accumulated Other Comp Income	288
Total Equity	2,960,996
TOTAL LIABILITIES AND EQUITY	3,235,204

SuperMedia Bank Account Balances
Account		09/30/14
STATE STREET TREASURY PLUS		—
SSGA SSLMMF		37,885,127.68
BAML4420		—
BAML5138		720,933.67
BAML5421		—
BAML9078		455,194.08
JPMC2840		—
JPMC4838		18,408,962.25
JPMC6202		—
JPMC6620
JPMC6639		(97,945.31	)
JPMC3096		—
JPM_CON6922		—
JPM_PAYS6930		—
FRS_DAP		1,188.00
Net adjustment for outstanding pmts		—
Total Cash-in-bank (1)		57,373,460.37

Note (1): All bank accounts are owned by SuperMedia, LLC. Cash balances reflect the receipts and disbursements of all legal entities.