Lender Discussion Material

Transaction Update

December 6, 2012

Exhibit 99.2

2

Important Information For Investors And Security Holders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. 

The proposed merger transaction between SuperMedia Inc. (“SuperMedia”) and Dex One Corporation (“Dex One”) will be submitted to the

respective stockholders of SuperMedia and Dex One.  In connection with the proposed transaction, Newdex, Inc., a subsidiary of Dex One

(“Newdex”), will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy

statement/prospectus to be used by SuperMedia and Dex One to solicit the required approval of their stockholders and that also constitutes a

prospectus of Newdex.  INVESTORS AND SECURITY HOLDERS OF SUPERMEDIA AND DEX ONE ARE ADVISED TO CAREFULLY READ

THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND

SUPPLEMENTS) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL

CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED

WITH THE TRANSACTION.  A definitive joint proxy statement/prospectus will be sent to security holders of SuperMedia and Dex One seeking

their approval of the proposed transaction. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when 

SuperMedia and Dex One and their respective directors, executive officers, certain other members of management and designees may be

deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction.  Information about

these persons is set forth in SuperMedia’s proxy statement relating to its 2012 Annual Meeting of Shareholders and Dex One’s proxy statement

relating to its 2012 Annual Meeting of Stockholders, as filed with the SEC on April 11, 2012 and March 22, 2012, respectively, and subsequent

statements of changes in beneficial ownership on file with the SEC.  These documents can be obtained free of charge from the sources described

above.  Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than

those of the respective companies’ security holders generally, by reading the joint proxy statement/prospectus and other relevant documents

regarding the transaction (when available), which will be filed with the SEC.

available)

and

other

relevant

documents

filed

by

SuperMedia

and

Dex

One

with

the

SEC

from

the

SEC’s

website

at

www.sec.gov.

Copies

of

the

documents

filed

by

SuperMedia

with

the

SEC

will

be

available

free

of

charge

on

SuperMedia’s

website

at

www.supermedia.com

under the tab “Investors”

or by contacting SuperMedia’s Investor Relations Department at (877) 343-3272.  Copies of the documents filed

by

Dex

One

with

the

SEC

will

be

available

free

of

charge

on

Dex

One’s

website

at

www.dexone.com

under

the

tab

“Investors”

or

by

contacting Dex One’s Investor Relations Department at (800) 497-6329.

3

Forward-Looking Statements

Certain statements contained in this document are "forward-looking statements" subject to the safe harbor created by the Private Securities

Litigation Reform Act of 1995, including but not limited to, statements about the benefits of the proposed transaction and combined company,

including future financial and operating results and synergies, plans, objectives, expectations and intentions and other statements relating to the

proposed transaction and the combined company that are not historical facts.  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 Dex One, SuperMedia, the combined company or their respective management, have been used to

identify such forward-looking statements. All forward-looking statements reflect only Dex One’s and SuperMedia’s current beliefs and assumptions

with respect to future business plans, prospects, decisions and results, and are based on information currently available to Dex One and

SuperMedia. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause Dex One’s,

SuperMedia’s or the combined company’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 Dex One’s and

SuperMedia’s publicly available reports filed with the SEC, which contain discussions of various factors that may affect the business or financial

results of Dex One, SuperMedia or the combined company. Such risks and other factors, which in some instances are beyond either company’s

control, include: the continuing decline in the use of print directories; increased competition, particularly from existing and emerging digital

technologies; ongoing weak economic conditions and continued decline in advertising sales; the companies’ ability to collect trade receivables

from customers to whom they extend credit; the companies’ ability to generate sufficient cash to service their debt; the companies’ ability to

comply with the financial covenants contained in their debt agreements and the potential impact to operations and liquidity as a result of restrictive

covenants in such debt agreements; the respective companies’ ability to refinance or restructure their debt on reasonable terms and conditions as

might be necessary from time to time; increasing interest rates; changes in the companies’ and the companies’ subsidiaries credit ratings;

changes in accounting standards; regulatory changes and judicial rulings impacting the companies’ businesses; adverse results from litigation,

governmental investigations or tax related proceedings or audits; the effect of labor strikes, lock-outs and negotiations; successful realization of

the expected benefits of acquisitions, divestitures and joint ventures; the companies’ ability to maintain agreements with major Internet search and

local media companies; the companies’ reliance on third-party vendors for various services; and other events beyond their control that may result

in unexpected adverse operating results.

With respect to the proposed merger, important factors could cause actual results to differ materially from those indicated by forward-looking

statements included herein, including, but not limited to, the ability of Dex One and SuperMedia to consummate the transaction on the terms set

forth in the merger agreement; the risk that anticipated cost savings, growth opportunities  and other financial and operating benefits as a result of

the transaction may not be realized or may take longer to realize than expected; the risk that benefits from the transaction may be significantly

offset by costs incurred in integrating the companies; potential adverse impacts or delay in completing the transaction as a result of obtaining

consents from lenders to Dex One or SuperMedia; failure to receive the approval of the stockholders of either Dex One or SuperMedia for the

transaction; and difficulties in connection with the process of integrating Dex One and SuperMedia, including: coordinating geographically separate

organizations; integrating business cultures, which could prove to be incompatible; difficulties and costs of integrating information technology

systems; and the potential difficulty in retaining key officers and personnel.  These risks, as well as other risks associated with the merger, will be

more fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4 that Newdex intends to file with the

SEC in connection with the proposed transaction.

None of Dex One, SuperMedia or the combined company is responsible for updating the information contained in this presentation beyond the

presentation date.

4

Opening Remarks

•

Major

merger

milestone

achieved

–

interests

of

all

stakeholders

preserved

–

Lender steering committee agrees to support revised credit agreement proposal

–

Proposed maturity extension provides additional runway for combined company

–

Both boards remain supportive of the transaction and the merger agreement has been

extended to June 30

th

2013

•

The terms described herein have the unanimous support of the lender steering

committee

–

The

lender

steering

committee

collectively

represents

a

material

amount

of

the

debt

outstanding at each silo

–

If

certain

thresholds

are

not

met,

the

companies

have

the

option

through

the

Support

Agreement to effectuate the merger through a pre-packaged bankruptcy

•

Key

elements

of

the

merger

remain

in

place

and

the

process

is

on

track

–

Economic terms and strategic merits of transaction unchanged

–

Synergy targets have been validated

–

Value of tax attributes has been enhanced

–

Integration planning remains on course

Launching next phase of merger

5

Transaction Objective

•

Improve Positioning for Growth

–

National scale and scope

–

Greater market share

•

Improve Quality and Productivity

–

Achieve a complete suite of social, mobile and local solutions

–

Capture marketing consultant expertise and best practices

–

Apply best technology systems and platforms, operating processes, tools and client care

techniques

•

Strengthen the Balance Sheet

–

Expense synergies

–

Efficient use of tax assets

–

Enhance cash flow

–

Extend runway for payment of senior debt

Accelerate the Transformation of the Companies

6

National Presence: Increased Scale & Scope

More Than 3,100 Marketing Consultants Building Trusted Relationships and

Delivering Results to Over 670,000 Local Businesses

7

Transaction Overview

8

Summary Transaction Terms

Structure

Stock for stock merger in which SuperMedia stockholders exchange existing shares for shares in the new

combined company, Dex Media

Implement 1-5 reverse split at Dex One

Ownership Split

40% SuperMedia / 60% Dex One

Name

Dex Media, Inc. (publicly-traded successor to Dex One)

Governance

10 member board

4

appointed by SuperMedia

5 appointed by Dex One

CEO, Peter McDonald

Chairman

Alan Schultz (Dex One)

Management

CEO: Peter McDonald (SuperMedia)

CFO: Dee Jones (SuperMedia)

Remaining management to be determined by representatives of each board and Peter McDonald

Estimated Synergies

$150–175MM of annual run-rate expense synergies

$200–275 MM of cash flow due to preservation of Dex One tax attributes and potential creation of additional

tax deductions as a result of the transaction

Loan Modifications to be

Sought

SuperMedia lenders agree to extend maturity by one year from December 31, 2015 to December 31, 2016, 

as well as modify certain other provisions

Dex One lenders at all 3 silos agree to extend maturities by 26 months from October 24, 2014 to

December 31, 2016, as well as modify certain covenants, amortization requirements and certain other

provisions

Tax Sharing

The SuperMedia silo will have the ability to utilize savings resulting from Dex One’s tax attributes, subject

to a tax sharing agreement where the SuperMedia silo will retain 25% of any tax savings and the 

Dex One silos will benefit from 75% of the tax savings

Shared Services

New shared services agreement to allocate corporate and other shared services among the subsidiaries

similar to existing Dex One agreement

Trading Restrictions

Trading restrictions for 5% shareholders to preserve tax assets 

Restrictions can be removed at the Board’s option and in certain circumstances may be removed after 

closing of the merger

9

Condensed Pro Forma Corporate Structure

Dex East, Inc.

2012E Net Debt:

$482MM

2012E EBITDA:

$162MM

2012E PF EBITDA:

$189MM

Net Leverage

Stand-alone:

3.0x

PF East:

2.6x

Dex West, Inc.

2012E Net Debt:

$446MM

2012E EBITDA:

$184MM

2012E PF EBITDA:

$214MM

Net Leverage

Stand-alone:

2.4x

PF West:

2.1x

Dex One Shareholders

RHD, Inc.

2012E Net Debt:

$725MM

2012E EBITDA:

$215MM

2012E PF EBITDA:

$247MM

Net Leverage

Stand-alone:

3.4x

PF RHDI:

2.9x

Illustrative

2012E

Pro

Forma

Corporate

Structure

Summary

(1)

Dex Media , Inc.

(HoldCo)

2012E  Net Debt: $219MM

40% Ownership

60% Ownership

SuperMedia Shareholders

SuperMedia, Inc.

2012E Net Debt:

$1,346MM

2012E EBITDA:

$534MM

2012E PF EBITDA:

$622MM

Net Leverage

Stand-alone:

2.5x

PF SuperMedia:

2.2x

2012E PF Net Debt:     $3.2Bn

2012E PF EBITDA:      $1.3Bn

2012E PF Net Leverage:  2.5x

Note

1.

Pro forma analysis assumes gross, run-rate synergies as of 2012 and excludes costs to achieve

10

Peter McDonald Background

•

SuperMedia: Sept. 2010-Present, CEO

–

Implementing transformation from a product-focused yellow pages company to a customer-focused

marketing consultant across all local media, including a complete suite of digital solutions

–

Achieved

significant

cost

reductions

resulting

in

a

900bp

EBITDA

margin

improvement

(32%

FY2010

to

41%

in YTD2012).

•

RH Donnelley: 2002-Sept. 2008, President & COO

–

COO from 2004

–

Integrated acquisition of Dex Media ($1.6bn in revenues), generating synergies of $75 million (~10% of Dex

Media’s operating costs).

•

SBC Directory Operations: 2000-2001, $4.5bn in revenues, CEO

–

Replaced SBC CEO when McDonald’s Ameritech operation was acquired.

–

Integrated SBC, Ameritech, Southern New England Telecom and PacTel directories

•

Ameritech Publishing and Advertising: 1994-2000, $1bn revenues, CEO

–

Launched one of industry’s first internet yellow pages operations in 1994: Smartpages.com

•

Previously, CEO of Dontech (RH Donnelley/Ameritech JV), GM of Donnelley Information

Publishing, AVP Planning & GM of Northeast region of RH Donnelley, GM of National Telephone

Directory Corporation.

More than 35 years of experience in the industry and managed three of

the major U.S. directory operations

11

Financial Overview

12

Pro Forma Financial Summary

•

Declining

print

revenue

will

continue

to

depress

EBITDA

and

cash

flow

over

the

near-term

•

Synergies mitigate cash flow decline and provide company with time and resources

to grow digital business

•

Combined revenue from digital solutions will represent ~18% of total revenue in

2012

2011A

2012E

2011A

2012E

2011A

2012E

Revenue, net

1,626

1,353

1,481

1,304

3,107

2,657

Expenses

1,018

819

852

744

1,870

1,563

Run-Rate Synergies

(1)

-

-

-

-

(175)

(175)

Expenses

1,018

819

852

744

1,695

1,388

Adj. EBITDA

(2)

608

534

629

560

1,412

1,269

SuperMedia

(3)

Dex One

Pro Forma

Notes

1.

Pro forma analysis assumes gross, run-rate synergies and excludes costs to achieve

2.

Adjusted EBITDA is determined by adjusting EBITDA to exclude (i) gain on debt repurchases, (ii) stock-based compensation expense and long-term incentive program, (iii)

impairment charges and (iv) gain on sale of assets, net and (v) other non-recurring items

3.SuperMedia 2012 forecasted revenue and expenses exclude Inceptor operations that were divested in August 2012.  This represented approximately $18 million of revenue

and an equal amount of operating expense.

Pro Forma Projected Financial Performance

Revenue

$MM

Adj. EBITDA

$MM

Net Debt

$MM

Growth (%):

Print:

(19)

(20)

(18)

(18)

(18)

Digital:

17

24

25

22

21

Total:

(14)

(13)

(7)

(4)

(1)

Net Debt/Trailing Adj. EBITDA

x

SuperMedia

Dex One

Synergies

SuperMedia

Dex One

13

14

Comparison to Stand-Alone

Without Merger

Pro Forma

1,346

1,225

1,130

1,072

1,032

1,346

1,227

1,048

875

714

0

500

1,000

1,500

2012E

2013E

2014E

2015E

2016E

SuperMedia Net Debt

2.5

2.9

3.2

3.7

4.0

2.5

2.9

2.6

2.3

2.1

0.0

1.0

2.0

3.0

4.0

2012E

2013E

2014E

2015E

2016E

SuperMedia Net Debt / Trailing Adj. EBITDA Ratio

1,871

1,615

1,409

1,275

1,156

1,871

1,654

1,376

1,130

899

0

500

1,000

1,500

2,000

2012E

2013E

2014E

2015E

2016E

Dex One Net Debt

Without Merger

Pro Forma

3.3

3.6

3.7

4.0

4.0

3.4

3.7

3.2

2.8

2.4

0.0

1.0

2.0

3.0

4.0

2012E

2013E

2014E

2015E

2016E

Dex One Net Debt / Trailing Adj. EBITDA Ratio

15

•

Consolidate and rationalize G&A

functions

•

Reduce directory printing, paper,

production and distribution costs

•

Rationalize real estate, reduce

locations and adopt most

efficient real estate management

practices

•

Consolidate and rationalize IT

platforms, systems and

operations

•

Rationalize suppliers and

achieve scale discounts

Operations

•

Standardize on single platforms

and tools

•

Apply best IP and solutions to

reduce traffic acquisition costs,

rationalize digital products and

solutions and streamline and

automate digital fulfillment

•

Eliminate duplication in SEM

networks and standardize

agreements with distribution

partners

•

Rationalize suppliers and 

partners

•

Rationalize development

resources

•

Eliminate duplicative business

development efforts

Digital Solutions

•

Apply best practices to

consulting approach, recruiting

and training

•

Adopt most effective

segmentation, channel

management and productivity

practices

•

Align compensation plans

•

Rationalize overlapping and

contiguous markets

Go To Market

Expected cumulative gross expense synergies of $535MM through 2016

Expense Synergies

16

Cost to Achieve

Synergies

•

Expense synergies actions will be implemented in 2013 and ~70% of the run rate synergies are

expected to be realized in 2014

•

Total cost to achieve synergies of ~$100-120 million offset by realization of synergy benefit over

the same time period

•

The combined company will benefit from the increased scale and cost efficiencies.  The

companies have conservatively not modeled any revenue synergies

•

Revised

transaction

timeline

should

still

allow

combined

company

to

realize

synergies

consistent

with the original schedule

Expense Synergies

Cumulative Net Synergies

-17

87

262

437

Cumulative Gross Synergies

60

185

360

535

60

125

175

175

77

21

0

50

100

150

200

2013E

2014E

2015E

2016E

2013E-2016E Expense Synergies Summary

17

•

Vast majority of the synergies are associated with overhead and support functions

–

Management expects ~70-80% of the annual synergies will be captured in shared service cost functions

(see Appendix A for additional details on Amended Shared Services Agreement)

•

Alvarez & Marsal Transaction Advisory Group, LLC (“A&M”) was retained by SuperMedia to

evaluate management’s expense synergy estimates and the one-time costs to achieve.

–

After substantial investment of time and resources of both SuperMedia and Dex One, A&M performed a

detailed review of management’s estimates

–

The results of A&M’s review have been considered by management in the synergy savings and one-time

costs to achieve presented herein

•

The companies have made significant progress towards developing an integration plan over the

past several months and anticipate being able to begin implementing this plan immediately upon

close

Expense Synergies

Category

Low

High

Description

Print Product & Publishing

25

30

Paper, printing and distribution economies of scale & process/vendor

management redundancies

Digital Product Costs

20

25

Traffic acquisition efficiencies & fulfillment redundancies

Sales, Marketing & Advertising

40

45

Channel management redundancies, training efficiencies, expense and

headcount redundancies

IT

20

25

Platform consolidation, vendor consolidation & support efficiencies

Corporate & Operational Overhead

45

50

Headcount and occupancy redundancies, best practices efficiencies,

additional outsourcing opportunities, management redundancies

Total

150

175

18

Tax Asset Utilization

•

Dex One expects to have tax attributes of ~$1.8 billion at 2012 year-end

–

~$900 million net operating losses (NOLs) and ~$900 million intangible basis

•

In addition, SuperMedia anticipates having deductible OID as a result of the transaction

–

Regulatory clarifications have altered the expected tax treatment of SuperMedia’s debt in the transaction

–

SuperMedia may have cancellation of indebtedness (“COD”) income as a result of these regulations

–

To the degree that SuperMedia has COD income it will realize a commensurate amount of deductible OID over

the term of the new loan

•

Provides $200-275 million of cash flow over the forecast period

–

Transaction preserves Dex One tax attributes and allows them to offset earnings of the combined company

–

Provides Dex One lenders with incremental cash flow and SuperMedia lenders with a portion of the overall tax

savings

•

Existing Dex One Tax Sharing Agreement will be left in place, with certain modifications

–

Dex One entities are reimbursed amongst themselves for tax attributes at 50%, no reimbursement for tax

attributes used to offset cancellation of indebtedness income

•

SuperMedia will enter into new Tax Sharing Agreement with Dex One such that:

–

The SuperMedia silo will reimburse the Dex One silos at 75% for tax attributes to the extent it has income in

excess of the SuperMedia attributes.

–

The SuperMedia silo will retain 25% of the tax savings

•

Merger agreement contemplates trading restrictions for 5% shareholders to preserve tax attributes

19

Shared Digital Strategy

•

Each company expects to achieve approximately the same revenue from digital

products and solutions in 2012 (~$240 million per company)

•

Over the past 2½

years, both companies have improved their digital operations

–

Dex One has increased digital revenue by over 60%

–

SuperMedia

has

improved

digital

profit

contribution

(1)

margin

from

approximately

7%

to

32%

•

Over the past 18 months both companies have enhanced their digital go-to-market

strategy

–

Filled out their digital product offerings

–

Re-educated their go-to-market teams to be digital marketing consultants

–

Began

offering

bundled

solutions

to

provide

digital

presence

and

performance

(leads)

–

Initially focused on penetrating existing print client base

Establishing digital relationships with existing and new local business

customers will be the driver for profitable market share growth

Note

1.

Profit contribution is a non-GAAP metric of revenue less direct and indirect expenses.

20

Foundation For Digital Growth

•

The companies will share and employ proven capabilities to improve combined digital

revenue growth and contribution margin to improve cash flow

–

Rationalize and enhance digital products

–

Apply most effective bundling and pricing practices

–

Achieve

quality

and

cost

improvements

in

fulfillment,

operations

and

service

–

Rationalize and enhance operating platforms, customer portals and consultant analysis,

presentation and administrative tools

–

Standardize on the most effective and efficient existing sales channels and supplement with

additional channels

•

Initiatives will focus on profitably increasing digital market share

–

Penetrating the rest of the existing customer base with digital products

–

Leading with digital products to increase new customer relationships

Merger provides ability to leverage digital strengths of each company

21

Historical Digital Trends

•

Dex

One

has

realized

significant

digital

revenue

growth

over

the

past

year

from

a

variety

of

initiatives

–

Enhancements to existing product offerings have led to better fulfillment and quality scores

–

Expanded digital packages have enabled Dex One to better tailor solutions to the needs of its customers

–

Improved

levels

of

digital

expertise

across

their

sales

channels

have

led

to

richer

customer

interactions

–

Reductions in the time to market for new products have been achieved through a growing partnership network

•

SuperMedia rationalized products and channels to focus on profitability

–

In 2009, SuperMedia had significant digital revenue stream but little profit contribution after including all sales costs,

overhead and technology costs

–

In 2010 and 2011, management undertook a comprehensive approach to address the cost structure and develop a

new strategy for digital solutions

•

Underperforming sales channels were closed or divested (Internet-only channel, reseller channel)

•

Low margin products were eliminated or re-designed

–

While revenue declined over the three year period, profit contribution margin was greatly enhanced

Notes

1.

Dex

One

digital

revenue

in

2010

pro

forma

for

the

disposition

of

Business.com

2.

Supermedia digital revenue is pro forma for the August 2012 disposition of Inceptor 

272

256

235

147

159

240

0

50

100

150

200

250

300

2010A

2011A

2012E

Digital Revenue

(1,2)

SuperMedia

Dex One

$MM

22

Credit Facility Amendment

Update

23

Negotiations with Lender Steering Committee

•

Directly

following

the

announcement

of

the

merger,

the

agents

to

the

credit

agreements formed a single Steering Committee to review the terms of the proposed

amendments.

–

Steering Committee membership consisted of many of the largest lenders across all the

credit

silos

and

represented

approximately

40%

of

the

total

bank

debt

–

The Agents hired Simpson Thacher and Bartlett LLP (“Simpson Thacher”) and FTI

Consulting, Inc. (“FTI”) as legal and financial advisor, respectively

•

After a period of due diligence on the businesses and the terms of the merger and

related amendments, the Steering Committee and their professionals engaged with

the companies on credit agreement amendment terms

Reached Agreement on Revised Terms for Amendments

24

Negotiations with Lender Steering Committee

•

After lengthy negotiations, the Steering Committee and the Company agreed to modify the

proposed amendments to meaningfully improve the economic terms for all lenders relative

to the Company’s initial proposed terms.

–

Increased interest rate at each credit silo

–

Increased mandatory amortization at all Dex One credit silos

–

Separated excess cash flow after mandatory amortization into three buckets, resulting in over 80%

of

the

quarterly

free

cash

flow

after

amortization

being

used

to

retire

debt

at

every

silo

•

Par sweep: Sweeps at par

•

Discounted

Prepayment

Portion

of

ECF:

Company

has

180

days

after

the

end

of

each

quarter

to

use

this

portion

to

tender for bank debt; otherwise cash must be used as a par reduction of the outstanding loan balance

•

Borrower’s Discretionary Portion of ECF: Can be used for discounted tenders of the bank debt at Company’s discretion

–

Reduced the borrower’s portion of excess cash flow at each credit silo

•

The revised amendment terms also provided lenders with more restrictive covenants

relative to the company’s initial proposal

–

Tighter financial covenants

–

More restrictive Negative Covenants

–

Significantly reduced restricted payment and acquisition baskets

–

Restricts open market repurchases of subordinated notes during the credit agreement period

Reached Agreement on Revised Terms for Amendments

25

Summary of Economic Terms

Notes

$MM

Interest

Rate¹

Annual

Amort.

Borrower's

Discretionary

Portion of

ECF

3,5

Leverage

Ratio

Interest

Coverage

Ratio

Interest

Rate¹

Annual

Amort.

Par

Sweep

Discounted

Prepayment

Portion of

ECF

2,4

Borrower's

Discretionary

Portion of

ECF

3,5

Leverage

Ratio

Interest

Coverage

Ratio

2013

L+625

20.0

50%

6.00x

1.00x

L+675

40.0

60%

20%

20%

5.50x

1.10x

2014

L+625

20.0

50%

6.00x

1.00x

L+675

40.0

60%

20%

20%

5.35x

1.10x

2015

L+650

20.0

50%

6.00x

1.00x

L+675

30.0

60%

20%

20%

5.20x

1.10x

2016

L+650

20.0

50%

6.00x

1.00x

L+675

25.0

60%

20%

20%

5.00x

1.10x

2013

L+250

20.0

10%

6.00x

1.00x

L+300

65.0

70%

15%

15%

5.00x

1.10x

2014

L+250

20.0

10%

6.00x

1.00x

L+300

55.0

70%

15%

15%

4.75x

1.10x

2015

L+300

20.0

50%

6.00x

1.00x

L+300

45.0

60%

20%

20%

4.50x

1.10x

2016

L+300

20.0

50%

6.00x

1.00x

L+300

45.0

60%

20%

20%

4.00x

1.10x

2013

L+425

19.3

50%

6.00x

1.00x

L+500

45.0

50%

30%

20%

3.50x

2.00x

2014

L+425

19.3

50%

6.00x

1.00x

L+500

45.0

50%

30%

20%

3.25x

2.00x

2015

L+450

19.3

50%

6.00x

1.00x

L+500

45.0

50%

30%

20%

3.00x

2.00x

2016

L+450

19.3

50%

6.00x

1.00x

L+500

45.0

50%

30%

20%

2.50x

2.00x

2013

L+800

0.0

50%

6.00x

1.00x

L+860

0.0

67.5%

12.5%

20%

4.75x

1.10x

2014

L+800

0.0

50%

6.00x

1.00x

L+860

0.0

67.5%

12.5%

20%

4.50x

1.10x

2015

L+800

0.0

50%

6.00x

1.00x

L+860

0.0

67.5%

12.5%

20%

4.50x

1.10x

2016

L+800

0.0

50%

6.00x

1.00x

L+860

0.0

67.5%

12.5%

20%

4.25x

1.10x

Revised Amendment Proposal

Initial Proposal

1.

LIBOR floor of 3% in all periods for all credit silos.

2.

Company has 180 days after end of each quarter to use Discounted Prepayment Portion of Excess Cash Flow to tender for bank debt, otherwise cash must be used as a par reduction of the outstanding loan balance 

3.

Borrower’s Discretionary Portion of Excess Cash Flow can be used for discounted tender of the bank debt.

4.

In the SuperMedia Credit Agreement, this portion is defined as Borrower’s Discounted Prepayment Portion of Available Cash.

5.

In the SuperMedia Credit Agreement, this portion is defined as Borrower’s Discretionary Portion of Available Cash

26

Benefit to the Lenders

•

The merger increases Leveraged Free Cash Flow by approximately $645 million during

the projection period

–

This increased cash flow is after the proposed higher interest rate margin and transaction costs

–

Allows company to retire debt and deleverage in advance of the 2016 maturity

•

Lenders at each credit silo receive more cumulative cash from interest, mandatory

amortization and ECF sweep under the proposed loan amendments than they would

receive on a stand-alone basis

Aggregate Cash Flow Benefit to Lending Group in Excess of $600MM

Diff.

2013E

2014E

2015E

2016E

Total

2013E

2014E

2015E

2016E

Total

Leveraged Free Cash Flow

RHDI

84

58

29

15

186

78

114

101

84

377

Dex East

88

77

49

50

264

78

89

76

78

321

Dex West

85

71

57

55

268

78

91

88

89

346

SuperMedia

121

95

58

39

313

118

180

173

161

632

Total

378

301

193

159

1,031

352

474

438

412

1,675

645

Cash Returned to Lenders

RHDI

     135

     113

86

70

404

     147

     159

     135

     112

555

Dex East

108

94

75

73

350

113

113

94

92

412

Dex West

99

76

63

59

296

115

111

100

95

421

SuperMedia

235

206

172

155

768

277

284

260

231

1,052

Total

577

489

396

357

1,818

652

667

589

530

2,440

621

Stand-Alone

Pro Forma

(after Interest)

(Amort, Sweep & Interest)

27

Support Agreements Provide Path to Closing

•

On

December

5,

2012,

each

of

Dex

One

and

SuperMedia

entered

into

a

Support

and

Limited Waiver Agreement (the “Support Agreements”) with certain of their respective

senior secured lenders (“Consenting Lenders”). 

–

The Consenting Lenders have agreed to support the consummation of the merger and

financing amendments whether effectuated outside of court or through Chapter 11 cases

–

The

Support

Agreements

provide

for

termination

events

if

certain

milestones

are

not

achieved by certain dates

–

The Agents and their advisors will be reviewing the details of the Support Agreement

separately

–

Consenting Lenders hold a material amount of the debt outstanding at each silo

•

Support

Agreements

provide

option

for

Dex

One

and

SuperMedia,

if

they

elect

to

use

it, to effectuate the merger through dual pre-packaged bankruptcies

–

Requires that lenders holding more than 2/3 of the outstanding principal amount and more

than 50% of the lenders of each credit silo execute the Support Agreements

–

Neither Dex One nor SuperMedia has taken any action approving a bankruptcy filing

Executed Support Agreements with Steering Committee Lenders

28

Credit Facility Amendment

Revised Terms

29

RHDI Credit Agreement Amendment

Company’s Initial

Proposed Amendment

Revised Proposed Amendment

Maturity

December 31, 2016

December 31, 2016

Interest Rate

(1)

2013 –

2014

L+625 bps (3.0% Floor)

L+675 bps (3.0% Floor)

2015 –

2016

L+650 bps (3.0% Floor)

L+675 bps (3.0% Floor)

Mandatory Amortization

2013

$5.0 million per quarter

$10.0 million per quarter

2014

$5.0 million per quarter

$10.0 million per quarter

2015

$5.0 million per quarter

$7.5 million per quarter

2016

$5.0 million per quarter

$6.25 million per quarter

Mandatory ECF Sweep

2013 –

2014

90% of ECF for first $25.9 million,

50% thereafter, quarterly

60% of ECF, quarterly

2015 –

2016

50% of ECF, quarterly

60% of ECF, quarterly

Discounted

Prepayment

Portion

of

ECF

Sweep

(2)

N/A

20% of ECF, quarterly

Borrower’s

Discretionary

Portion

of

ECF

(3)

50% of ECF

20% of ECF

Leverage Covenant

6.0x in all periods

5.5x in 2013 declining to

5.0x in 2016

(4)

Interest Coverage Covenant

1.0x in all periods

1.1x in all periods

Notes

1.  Proposed amendment eliminated grid-based pricing.

2.  Discounted Prepayment Portion of ECF is required to be used to (i) tender for debt within 180 after the end of each quarter or (ii)  voluntary par pay down.

3.  The company is able to used Borrower’s Discretionary Portion of ECF for discounted tenders.

4.  See detailed term sheet  for quarterly covenant levels.

30

RHDI Pro Forma Metrics

Without Merger

Pro Forma

215

174

143

118

105

215

170

162

150

136

0

100

200

300

2012E

2013E

2014E

2015E

2016E

EBITDA

725

539

725

348

0

200

400

600

800

2012E

2016E

Net Debt

(1)

Net Debt/Trailing Adj. EBITDA

3.4x

2013E

2014E

2015E

2016E

Total

2013E

2014E

2015E

2016E

Total

Leveraged Free Cash Flow

(1)

84

58

29

15

186

78

114

101

84

377

Amortization

43

43

-

-

87

40

40

30

25

135

Par Portion of ECF Sweep

27

12

29

15

83

29

44

42

35

152

Discounted Prepayment Portion of ECF

(2)

-

-

-

-

-

10

15

14

12

51

Principal Payments

71

55

29

15

170

79

99

86

72

338

Cash Interest

64

58

57

55

234

68

60

49

40

217

Cash Returned to Lenders

135

113

86

70

404

147

159

135

112

555

Borrower's Discretionary Portion of ECF

(2)

13

3

-

-

16

10

15

14

12

51

Cash Including Company Portion

148

116

86

70

420

157

174

149

124

606

Stand-Alone

(3)

Pro Forma

Notes:

1.

2.

3.

In the stand-alone projection, all cash flow after the original maturity is presented as reducing debt as a cash flow sweep.

100%) or voluntary repayment.

For

purposes

of

this

analysis,

the

Discounted

prepayment

Portion

of

ECF

is

assumed

to

retire

debt

through

a

tender

(at100%)

and

the

Borrower’s

Discretionary

Portion

of

ECF

is

assumed

to

be

used

to

retire

debt

through

a

tender

(at

Leveraged

Free

Cash

represents

EBITDA

less

working

capital,

capital

expenditures,

cash

interest,

taxes

and

restricted

payments.

2013

Pro

Forma

cash

flows

also

include

fees,

costs

and

expenses

related

to

the

merger

transaction.

5.2x

2.6x

31

Dex East Credit Agreement Amendment

Initial Proposed Amendment

Revised Proposed Amendment

Maturity

December 31, 2016

December 31, 2016

Interest Rate

(1)

2013 –

2014

L+250 bps (3.0% Floor)

L+300 bps (3.0% floor)

2015 –

2016

L+300 bps (3.0% Floor)

L+300 bps (3.0% floor)

Mandatory Amortization

2013

$5.0 million per quarter

$16.25 million per quarter

2014

$5.0 million per quarter

$13.75 million per quarter

2015

$5.0 million per quarter

$11.25 million per quarter

2016

$5.0 million per quarter

$11.25 million per quarter

Mandatory ECF Sweep

2013 –

2014

90% of ECF, quarterly

70% of ECF, quarterly

2015 –

2016

50% of ECF, quarterly

60% of ECF, quarterly

Discounted

Prepayment

Portion

of

ECF

Sweep

(2)

2013 –

2014

N/A

15% of ECF, quarterly

2015 –

2016

N/A

20% of ECF, quarterly

Borrower’s Discretionary Portion of ECF

(3)

2013 –

2014

10% of ECF

15% of ECF

2015 –

2016

50% of ECF

20% of ECF

Leverage Covenant

6.0x in all periods

5.0x in 2013 declining to

4.0x in 2016

(4)

Interest Coverage Covenant

1.0x in all periods

1.1x in all periods

Notes

1.

Proposed amendment eliminated grid-based pricing.

2.

Discounted Prepayment Portion of ECF Sweep is required to be used to (i) tender for debt within 180 after the end of each quarter or (ii)  voluntary par pay down.

3.

The company is able to used Borrower’s Discretionary Portion of ECF for discounted tenders.

4.

See detailed term sheet  for quarterly covenant levels.

32

Dex East Pro Forma Metrics

Without Merger

Pro Forma

162

131

112

93

86

162

128

127

119

112

0

100

200

2012E

2013E

2014E

2015E

2016E

EBITDA

482

217

482

162

0

200

400

600

2012E

2016E

Net Debt

(1)

Net Debt/Trailing Adj. EBITDA

3.0x

Notes:

1.

Leveraged Free Cash represents EBITDA less working capital, capital expenditures, cash interest, taxes and restricted payments.  2013 Pro Forma cash flows also include fees, costs and expenses related to the merger transaction.

2.

For purposes of this analysis, the Discounted Prepayment Portion of ECF is assumed to retire debt through a tender (at 100%) and the Borrower’s Discretionary Portion of ECF is assumed to be used to retire debt through a tender (at

100%) or voluntary repayment.

3.

In the stand-alone projection, all cash flow after the original maturity is presented as reducing debt as a cash flow sweep.

2.5x

1.4x

2013E

2014E

2015E

2016E

Total

2013E

2014E

2015E

2016E

Total

Leveraged Free Cash Flow

(1)

88

77

49

50

264

77

89

76

78

320

Amortization

88

77

-

-

165

65

55

45

45

210

Par Portion of ECF Sweep

-

-

49

50

99

14

24

19

20

76

Discounted Prepayment Portion of ECF

(2)

-

-

-

-

-

3

5

6

7

21

Principal Payments

88

77

49

50

264

82

84

70

72

307

Cash Interest

20

17

26

23

86

31

30

25

20

105

Cash Returned to Lenders

108

94

75

73

350

113

113

94

92

412

Borrower's Discretionary Portion of ECF

(2)

-

-

-

-

-

3

5

6

7

21

Cash Including Company Portion

108

94

75

73

350

116

118

100

99

433

Stand-Alone

Pro Forma

(3)

33

Dex West Credit Agreement Amendment

Initial Proposed Amendment

Revised Proposed Amendment

Maturity

December 31, 2016

December 31, 2016

Interest Rate

(1)

L+425 bps (3.0% Floor)

L+500 bps (3.0% floor)

2015 –

2016

L+450 bps (3.0% Floor)

L+500 bps (3.0% floor)

Mandatory Amortization

$4.832 million per quarter

$11.25 million per quarter

2014

$4.832 million per quarter

$11.25 million per quarter

2015

$4.832 million per quarter

$11.25 million per quarter

2016

$4.832 million per quarter

$11.25 million per quarter

Mandatory ECF Sweep

50% of ECF, quarterly

50% of ECF, quarterly

Discounted

Prepayment

Portion

of

ECF

Sweep

(2)

N/A

30% of ECF, quarterly

Borrower’s

Discretionary

Portion

of

ECF

(3)

50% of ECF

20% of ECF

Leverage Covenant

6.0x in all periods

3.5x in 2013 declining to 2.5x in 2016

(4)

Interest Coverage Covenant

1.0x in all periods

2.0x in all periods

Notes

1.

Proposed amendment eliminated grid-based pricing.

2.

Discounted Prepayment Portion of ECF Sweep is required to be used to (i) tender for debt within 180 after the end of each quarter or (ii)  voluntary par pay down.

3.

The company is able to used Borrower’s Discretionary Portion of ECF for discounted tenders.

4.

See detailed term sheet  for quarterly covenant levels.

2013

2013 –

2014

34

Dex West Pro Forma Financial Profile

Without Merger

Pro Forma

184

150

126

104

97

184

148

143

133

126

0

100

200

2012E

2013E

2014E

2015E

2016E

EBITDA

446

177

446

99

0

200

400

600

2012E

2016E

Net Debt

(1)

Net Debt/Trailing Adj. EBITDA

2013E

  2014E

   2015E

  2016E

  Total

  2013E

  2014E

  2015E

  2016E

  Total

Leveraged Free Cash Flow

(1)

85

71

57

55

268

78

91

88

89

346

Amortization

19

19

19

19

77

45

45

45

45

180

Par Portion of ECF Sweep

46

29

21

20

116

22

23

21

22

88

Discounted Prepayment Portion of ECF

(2)

-

-

-

-

-

13

14

13

13

53

Principal Payments

65

48

41

40

193

80

82

79

80

321

Cash Interest

34

28

23

19

103

35

29

21

14

100

Cash Returned to Lenders

99

76

63

59

296

115

111

100

95

421

Borrower's Discretionary Portion of ECF

(2)

20

23

16

15

74

9

9

9

9

35

Cash Including Company Portion

119

99

79

74

370

124

120

109

103

456

Stand-Alone

(3)

Pro Forma

Notes:

1.

Leveraged Free Cash represents EBITDA less working capital, capital expenditures, cash interest, taxes and restricted payments.  2013 Pro Forma cash flows also include fees, costs and expenses related to the merger transaction.

2.

For purposes of this analysis, the Discounted Prepayment Portion of ECF is assumed to retire debt through a tender (at100%) and the Borrower’s Discretionary Portion of ECF is assumed to be used to retire debt through a tender (at

100%) or voluntary repayment.

3.

In the stand-alone projection, all cash flow after the original maturity is presented as reducing debt as a cash flow sweep.

1.8x

0.8x

2.4x

35

SuperMedia Credit Agreement Amendment

Initial Proposed Amendment

Revised Proposed Amendment

Maturity

December 31, 2016

December 31, 2016

Interest Rate

2013 –

2014

L+800 bps (3.0% Floor)

L+860 bps (3.0% floor)

2015 –

2016

L+800 bps (3.0% Floor)

L+860 bps (3.0% floor)

Mandatory Amortization

None

None

Mandatory ECF Sweep

50% of ECF, quarterly

67.5% of ECF, quarterly

Discounted

Prepayment

Portion

of

ECF

Sweep

(1,2)

N/A

12.5% of ECF, quarterly

Borrower’s

Discretionary

Portion

of

ECF

(3,4)

50% of ECF

20.0% of ECF

Leverage Covenant

6.0x in all periods

4.75x in 2013 declining to

4.25x in 2016

(5)

Interest Coverage Covenant

1.10x in all periods

1.10x in all periods

Notes

1.

Discounted Prepayment Portion of ECF Sweep is required to be used to (i) tender for debt within 180 after the end of each quarter or (ii)  voluntary par pay down.

2.

In the SuperMedia Inc. Credit Agreement, this portion is defined as Borrower’s Discounted Prepayment Portion of Available Cash.

3.

The company is able to used Borrower’s Discretionary Portion of ECF for discounted tenders. 

4.

In

the

SuperMedia

credit

agreement

this

portion

is

defined

as

Borrower’s

Discretionary

Portion

of

Available Cash.

5.

See detailed term sheet  for quarterly covenant levels.

36

SuperMedia Pro Forma Financial Profile

Without Merger

Pro Forma

534

427

351

291

257

534

419

403

379

344

0

200

400

600

2012E

2013E

2014E

2015E

2016E

EBITDA

1,346

1,032

1,346

714

0

500

1,000

1,500

2012E

2016E

Net Debt

(1)

Net Debt/Trailing Adj. EBITDA

Notes: 

1.

Leveraged Free Cash represents EBITDA less working capital, capital expenditures, cash interest, taxes and restricted payments.  2013 Pro Forma cash flows also include fees, costs and expenses related to the merger transaction.

2.

For purposes of this analysis, the Discounted Prepayment Portion of ECF is assumed to retire debt through a tender (at100%) and the Borrower’s Discretionary Portion of ECF is assumed to be used to retire debt through a tender (at

100%) or voluntary repayment.

3.

In

the

SuperMedia

Credit

Agreement,

this

portion

is

defined

as

Borrower’s

Discounted

Prepayment

Portion

of

Available

Cash.

4.

In

the

SuperMedia

Credit

Agreement,

this

portion

is

defined

as

Borrower’s

Discretionary

Portion

of

Available

Cash.

5.

In the stand-alone projection, all cash flow after the original maturity is presented as reducing debt as a cash flow sweep.

2.1x

4.0x

2013E

2014E

2015E

2016E

Total

2013E

2014E

2015E

2016E

Total

Leveraged Free Cash Flow

(1)

121

95

58

39

313

118

180

173

161

632

Amortization

-

-

-

-

-

-

-

-

-

-

Par Portion of ECF Sweep

82

64

39

27

212

100

121

117

109

447

Discounted Prepayment Portion of ECF

(2,3)

-

-

-

-

-

19

22

22

20

83

Principal Payments

82

64

39

27

212

119

143

139

129

530

Cash Interest

153

142

133

128

556

158

141

121

102

522

Cash Returned to Lenders

235

206

172

155

768

277

284

260

231

1,052

Borrower's Discretionary Portion of ECF

(2,4)

39

31

19

13

102

30

36

35

31

132

Cash Including Company Portion

274

237

191

168

870

307

320

295

262

1,184

Stand-Alone

(5)

Pro Forma

2.5x

37

Appendix A

Updated Financial Projection Details

EBITDA and Adjusted EBITDA are not measurements of operating performance computed in accordance with GAAP and should not be considered as a substitute for net income

(loss) prepared in conformity with GAAP. In addition, EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Management believes

that these non-GAAP financial measures are important indicators of our operations because they exclude items that may not be indicative of, or related to, our core operating

results, and provide a better baseline for analyzing our underlying business.  Adjusted EBITDA is determined by adjusting EBITDA for (i) gain on debt repurchases, (ii) stock-based

Leveraged free cash flow is not a measurement of operating performance computed in accordance with GAAP and should not be considered as a substitute for cash flow from

operations prepared in conformity with GAAP. In addition, leveraged free cash flow may not be comparable to a similarly titled measure of other companies. Management believes

that this cash flow measure provides investors and stockholders with a relevant measure of liquidity and a useful basis for assessing the Company's ability to fund its activities and

obligations.

compensation expense and long-term incentive program, (iii) impairment charges and (iv) gain on sale of assets, net and (v) other non-recurring items.

38

Long-Term Revenue Forecasts

•

The long term rate of decline in print revenues is based on an observed secular trend in the industry over the past

4-5 years

–

The rate of revenue decline was exacerbated during 2008-2009 by the economic downturn

–

2011

reports

by

third

party

industry

observers

forecasted

annual

North

American

print

yellow

page

revenue

declines

ranging from 12-16% during the projection period. Year-to-date 2012 print revenue declines, however, have exceeded

these levels, which will also result in higher decline rates in 2013

–

Based on recent results and the observed longer term secular decline, management projections contemplate an -18%

annual decline in print revenue over the forecast period

•

The long term digital revenue growth forecast anticipates the company slightly outpacing the overall digital media

industry

annual

growth

rate

of

18-21%

(1)

–

Enhancements

to

their

social,

local

and

mobile

digital

solutions

will

enable

the

companies

to

fully

participate

in

the

growing digital market

–

SuperMedia’s digital growth rate is projected to lag Dex One’s by 9-12 months as SuperMedia’s 2012 initiatives are

realized in revenue 

–

By 2014 the digital revenue growth rates are projected to converge

Notes

1.

SuperMedia Digital revenue excludes revenue from Inceptor, which was divested in August 2012.

2.

Source: Forrester, BIA/Kelsey, Barclays, Borrell, company estimates

2011A

2012E

2013E

2014E

2015E

2016E

2011PF

2012E

2013E

2014E

2015E

2016E

2011PF

2012E

2013E

2014E

2015E

2016E

Print & Direct Mail

1,320

1,068

841

690

566

466

1,406

1,145

919

754

618

507

2,726

2,213

1,761

1,444

1,184

975

Digital

(1)

159

240

334

416

508

615

256

235

271

339

413

501

416

475

604

754

920

1,117

Other

17

11

7

7

7

10

0

0

0

0

0

0

17

11

7

7

7

7

Allowances & Credits

(16)

(14)

(15)

(14)

(14)

(14)

(37)

(27)

(24)

(22)

(21)

(20)

(53)

(41)

(39)

(36)

(35)

(35)

Net Revenue

(1)

1,481

1,304

1,167

1,098

1,066

1,077

1,625

1,353

1,166

1,071

1,010

988

3,106

2,657

2,333

2,169

2,076

2,065

Year-over-Year Growth Rates

Print & Direct Mail

-19%

-21%

-18%

-18%

-18%

-19%

-20%

-18%

-18%

-18%

-19%

-20%

-18%

-18%

-18%

Digital

51%

39%

25%

22%

21%

-8%

15%

25%

22%

22%

14%

27%

25%

22%

21%

Net Revenue

-12%

-11%

-6%

-3%

1%

-17%

-14%

-8%

-6%

-2%

-14%

-12%

-7%

-4%

-1%

Dex One

SuperMedia

Pro Forma Combined

39

Consolidated Pro Forma Detail

Notes

1.

Projections reflect proposed amendments and estimated synergies

2.

“Other”

primarily represents capital expenditures, changes in working capital, transaction expenses and other operating cash flow requirements

3.

Forecasted revenue and EBITDA for SuperMedia exclude a discontinued operation that was divested in August, 2012. 

$MM

2012E

2013E

2014E

2015E

2016E

Revenue

2,657

$   

2,333

$   

2,169

$   

2,077

$   

2,065

$   

Adj EBITDA - Pre Synergies

1,094

882

732

607

544

Synergies, net

-

(17)

104

175

175

Adj EBITDA

(1)

1,094

865

836

782

719

Bank Interest

(316)

(292)

(259)

(216)

(176)

Bond Interest

(22)

(16)

(17)

(19)

(20)

Payments to Hold Co

-

-

-

-

-

Taxes/Tax Sharing

(111)

(63)

(23)

(37)

(41)

Other

(2)

(67)

(141)

(63)

(72)

(71)

Leveraged Free Cash Flow

578

352

474

439

412

Debt, ending

3,467

3,072

2,616

2,196

1,805

Cash, ending

249

190

191

192

192

Net Debt, ending

3,217

2,881

2,424

2,004

1,613

Net Debt/Adj EBITDA

2.9x

3.3x

2.9x

2.6x

2.2x

Dex Media (Combined Companies)

40

Pro Forma SuperMedia and Dex One Detail

Notes

1.

Projections reflect proposed amendments and estimated synergies

2.

“Other”

primarily represents capital expenditures, changes in working capital, transaction expenses and other operating cash flow requirements

3.

Forecasted revenue and EBITDA for SuperMedia exclude a discontinued operation that was divested in August, 2012. 

$MM

2012E

2013E

2014E

2015E

2016E

2012E

2013E

2014E

2015E

2016E

Revenue

1,353

$   

1,166

$   

1,071

$   

1,010

$   

988

$     

1,304

$   

1,167

$   

1,098

$   

1,066

$   

1,077

$   

Adj EBITDA - Pre Synergies

534

427

351

291

257

560

455

381

316

287

Synergies, net

(9)

52

88

87

-

(9)

52

88

88

Adj EBITDA

(1)

534

419

403

379

344

560

446

433

403

375

Bank Interest

(174)

(158)

(141)

(121)

(101)

(142)

(134)

(118)

(95)

(74)

Bond Interest

-

-

-

-

-

(22)

(16)

(17)

(19)

(20)

Payments to Hold Co

-

-

-

-

-

-

-

-

-

-

Taxes/Tax Sharing

(96)

(72)

(54)

(51)

(47)

(15)

9

31

14

6

Other

(2)

(8)

(71)

(28)

(33)

(35)

(59)

(71)

(34)

(38)

(36)

Leveraged Free Cash Flow

256

118

180

173

161

322

234

295

265

250

Debt, ending

1,456

1,308

1,128

955

794

2,010

1,764

1,487

1,241

1,011

Cash, ending

110

80

80

80

80

139

110

111

112

112

Net Debt, ending

1,346

1,227

1,048

875

714

1,872

1,654

1,376

1,130

899

Net Debt/Adj EBITDA

2.5x

2.9x

2.6x

2.3x

2.1x

3.3x

3.7x

3.2x

2.8x

2.4x

SuperMedia

Dex One

41

Pro Forma Dex One Credit Silo Detail

Notes

1.

Projections reflect proposed amendments and estimated synergies

2.

“Other”

primarily represents capital expenditures, changes in working capital, transaction expenses and other operating cash flow requirements

$MM

2012E

2013E

2014E

2015E

2016E

2012E

2013E

2014E

2015E

2016E

Revenue

541

$     

479

$     

449

$     

437

$     

441

$     

348

$     

308

$     

292

$     

285

$      

288

$     

Adj EBITDA - Pre Synergies

215

174

143

118

105

162

131

112

93

86

Synergies, net

-

(3)

20

33

32

-

(2)

15

26

26

Adj EBITDA

(1)

215

170

162

150

136

162

128

127

119

112

Bank Interest

(77)

(68)

(60)

(49)

(40)

(24)

(31)

(30)

(25)

(20)

RP for Bond Interest

(8)

(6)

(6)

(7)

(7)

(6)

(4)

(5)

(5)

(5)

RP Basket

(5)

-

-

-

-

(5)

-

-

-

-

Taxes/Tax Sharing

5

6

27

17

9

(6)

7

8

0

(0)

Other

(2)

(56)

(25)

(10)

(11)

(14)

19

(22)

(12)

(13)

(9)

Leveraged Free Cash Flow

73

78

114

101

84

141

78

89

76

78

Debt, ending

757

668

554

454

370

538

453

364

288

210

Cash, ending

32

21

21

21

21

56

48

48

48

48

Net Debt, ending

725

647

533

432

348

482

405

316

240

162

Net Debt/Adj EBITDA

3.4x

3.8x

3.3x

2.9x

2.6x

3.0x

3.2x

2.5x

2.0x

1.4x

RHDI

Dex Media East

42

Pro Forma Dex One Credit Silo Detail

Notes

1.

Projections reflect proposed amendments and estimated synergies

2.

“Other”

primarily represents capital expenditures, changes in working capital, transaction expenses and other operating cash flow requirements

3.

Projections assume senior subordinated note holders continue to receive interest on existing terms (50% in cash and 50% PIK)

$MM

2012E

2013E

2014E

2015E

2016E

2012E

2013E

2014E

2015E

2016E

Revenue

411

$     

366

$     

339

$     

325

$     

329

$     

4

$         

14

$       

18

$       

19

$       

19

$       

Adj EBITDA - Pre Synergies

184

150

126

104

97

(2)

-

1

1

(0)

Synergies, net

-

(3)

17

29

29

-

-

-

-

-

Adj EBITDA

(1)

184

148

143

133

126

(2)

-

1

1

(0)

Bank Interest

(42)

(35)

(29)

(21)

(14)

-

-

-

-

-

RP for Bond Interest

(8)

(6)

(6)

(7)

(7)

22

16

17

19

20

RP Basket

(5)

-

-

-

-

15

-

-

-

-

Taxes/Tax Sharing

(12)

(4)

(4)

(3)

(3)

(1)

-

-

-

-

Bond Interest

-

-

-

-

-

(22)

(16)

(17)

(19)

(20)

Other

(2)

(7)

(24)

(13)

(14)

(13)

(15)

-

-

-

-

Leveraged Free Cash Flow

110

78

91

88

89

(3)

-

1

1

(0)

Debt, ending

491

403

311

223

135

224

240

257

276

296

Cash, ending

45

35

35

35

35

5

5

6

7

7

Net Debt, ending

446

367

276

188

99

219

235

251

269

289

Net Debt/Adj EBITDA

2.4x

2.5x

1.9x

1.4x

0.8x

n/a

n/a

n/a

n/a

n/a

Dex Media West

Hold Co

(3)