Acquisition Accounting

On April 30, 2013, the merger of Dex One and SuperMedia was consummated, with 100% of the equity of SuperMedia being exchanged for $82 million of equity in Dex Media. The transaction brings together two companies with complementary operations and capabilities, which will provide Dex Media with increased scale, national scope, market share, financial base and a diversified services portfolio necessary to increase stockholder value, enhance value to customers, reduce debt, increase cost efficiencies and stabilize revenue. There can be no assurances that all of the potential benefits of the merger will be fully realized.

We accounted for the business combination using the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” with Dex One identified as the acquiring entity for accounting purposes. Dex One is considered the acquiring entity for accounting purposes based on certain criteria including, but not limited to, the fact that (1) upon consummation of the merger, Dex One stockholders held approximately 60% of the common stock of Dex Media as compared to approximately 40% held by SuperMedia stockholders and (2) Dex One's chairman of the board of directors continued as the chairman of the board of directors of Dex Media.

We have prepared the appraisals necessary to assess the fair values of the SuperMedia tangible and intangible assets acquired and liabilities assumed, and goodwill, which represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, recognized as of the acquisition date. The income approach was utilized in determining the fair value of the intangible assets, which consist of directory services agreements with certain local telephone service providers, client relationships, trademarks and domain names, and patented technologies. The market approach was utilized to determine the fair value of SuperMedia's debt obligations. While we have used our best estimates and assumptions to measure the fair value of the assets acquired and liabilities assumed, our estimates and related tax impacts for certain acquired assets and liabilities could be subject to refinement. As a result, during the measurement period, not to exceed one year from the date of acquisition, changes in our estimates and related tax impacts could result in an adjustment to goodwill. Upon conclusion of the measurement period, subsequent adjustments, if any, would be recorded to the Company's consolidated statements of comprehensive income (loss).

Purchase Price Allocation



Fair value of assets acquired	(in millions)
Cash and cash equivalents	$	154
Accounts receivable	104
Unbilled accounts receivable	316
Other current assets	64
Fixed assets and capitalized software	42
Intangible assets	635
Goodwill	396
Pension assets	58
Other non-current assets	4
Total fair value of assets acquired	$	1,773

Fair value of liabilities acquired
Accounts payable and accrued liabilities	$	114
Long-term debt (including current maturities)	1,082
Employee benefit obligations	99
Unrecognized tax benefits	45
Deferred tax liabilities	351
Total fair value of liabilities acquired	$	1,691

Total allocable purchase price	$	82

Common Stock

The Merger Agreement provided that each issued and outstanding share of SuperMedia common stock be converted into the right to receive 0.4386 shares of Dex Media common stock. As of April 30, 2013, 15.6 million shares of SuperMedia common stock were issued and outstanding, which resulted in the issuance of 6.9 million shares of Dex Media common stock. Dex One stockholders received 0.2 shares of Dex Media common stock for each share of Dex One common stock that they owned, which reflects a 1-for-5 reverse stock split of Dex One common stock. The closing trading price of Dex One common stock on April 30, 2013 of $2.38, when adjusted for the 1-for-5 reverse stock split equated to a Dex Media common stock value of $11.90 per share. The 6.9 million Dex Media shares issued to former SuperMedia stockholders at the converted $11.90 per share price equated to a fair value of common stock issued of $82 million.

Long-term debt including current maturities

As a result of acquisition accounting, SuperMedia's outstanding debt was adjusted to a fair value of $1,082 million, from its face value of $1,442 million, resulting in a discount of $360 million being recognized. The discount will be amortized to interest expense over the remaining term of the SuperMedia senior secured credit facilities using the effective interest method.

Intangible Assets and Goodwill

The fair value of intangible assets acquired of $635 million was determined using valuation techniques consistent with the income approach to measure fair value. The directory services agreements with certain local telephone service providers and client relationships were valued utilizing the excess earnings approach. The excess earnings attributable the directory services agreements and client relationships were discounted utilizing a weighted average cost of capital of 21%. The trademark and domain names and patented technologies were valued utilizing the relief from royalty approach. The estimated remaining useful lives were estimated based on the future economic benefit to be received from the assets. The intangible assets will be amortized utilizing the income forecast method, which is an accelerated amortization method that assumes the value derived from these intangible assets is greater in the earlier years and steadily declines over time based on expected future cash flows.

The following table sets forth the components of the intangible assets acquired.



	Fair Value		Estimated Remaining Useful Lives
	(in millions)
Directory services agreements	$	145	5 years
Client relationships	420		4 years
Trademarks and domain names	60		6 years
Patented technologies	10		5 years
Total fair value of intangible assets acquired	$	635

The goodwill of $396 million that was recorded as part of the acquisition represents the expected synergies and residual benefits that Dex Media believes will result from the combined operations. The Company has determined that the $396 million of acquired goodwill is not deductible for tax purposes.

Deferred Revenue, Deferred Directory Costs, and Unbilled Accounts Receivable

Prior to the merger with Dex One, SuperMedia had $386 million of deferred revenue and $122 million of deferred directory costs on its consolidated balance sheet. As a result of acquisition accounting, the fair value of deferred revenue at April 30, 2013 for SuperMedia was determined to have no value, equating to $386 million of revenue that would have been amortized by SuperMedia from May 2013 through April 2014, that will not be recognized by Dex Media. SuperMedia has minimal, if any, remaining performance obligations related to its customers who have previously contracted for advertising, thus, no value was assigned to its deferred revenue. The fair value of deferred directory costs as of April 30, 2013 for SuperMedia was determined to have no value, other than paper held in inventory and prepayments associated with future publications. These costs do not have any future value since SuperMedia has already incurred the costs to produce the clients' advertising and does not anticipate to incur any significant additional costs associated with those published directories. This equates to $93 million of cost that would have been amortized by SuperMedia from May 2013 through April 2014, that will not be recognized by Dex Media. The exclusion of these results from the consolidated statements of comprehensive income (loss) of Dex Media, will not impact our future cash flows.

In connection with acquisition accounting, the fair value of SuperMedia's unbilled accounts receivable was determined. Unbilled accounts receivable represents amounts that are not billable at the balance sheet date, but are billed over the remaining life of the clients' advertising contracts.

Results of SuperMedia

As a result of acquisition accounting, SuperMedia's historical results through April 30, 2013 have not been included in the Company's consolidated results. SuperMedia's post-merger results from May 1, 2013 through June 30, 2013 have been included in the consolidated financial statements of the Company, representing operating revenue of $61 million, ($87) million of operating (loss) and ($93) million net (loss).

Merger Transaction Costs

The Company has cumulatively incurred $39 million of merger transaction costs as of June 30, 2013. Of this amount, $8 million represents deferred financing costs associated with the amendments of Dex One's senior secured credit facilities. This amount was recorded to other assets on the consolidated balance sheet and will be amortized to interest expense over the remaining term of the related Dex One senior secured credit facilities using the effective interest method. The remainder of these costs, which include one-time costs associated with investment bankers, legal, and professional fees, were expensed as part of general and administrative expense on the Company's consolidated statements of comprehensive income (loss). Of these costs, $9 million and $19 million were incurred and expensed during the three and six months ended June 30, 2013, respectively. For additional information on merger related costs, see Note 3.

Pro Forma Information

The unaudited pro forma information below presents the combined operating results of Dex Media, with results prior to the acquisition date adjusted, as if the transaction had occurred January 1, 2012. These pro forma adjustments include adjustments associated with the amortization of the acquired intangible assets, the elimination of merger transaction costs, the impacts of the adjustment to interest expense to reflect the incremental change in interest rates associated with credit facility interest rate amendments, the amortization of deferred financing costs associated with Dex One and the amortization of the long-term debt fair value adjustment to SuperMedia's senior secured credit facility. The 2012 pro forma results have also been adjusted to exclude the estimated impact to revenue and expense of SuperMedia's deferred revenue and deferred directory costs and bad debt provision associated with directories published prior to the transaction that, due to acquisition accounting, would not have been recognized during 2012 assuming the transaction had occurred on January 1, 2012. The 2013 pro forma results have been adjusted to include the operating results of SuperMedia from January 1, 2013 to April 30, 2013 and the impact to revenue and expense associated with SuperMedia's deferred revenue and deferred directory costs estimated associated with directories published between January 1, 2013 and April 30, 2013, which were written off as a result of acquisition accounting as of April 30, 2013.

The historical financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable and (3) expected to have a continuing impact on the combined results of Dex One and SuperMedia. The unaudited pro forma results below are presented for illustrative purposes only and do not reflect the realization of potential cost savings. These pro forma results do not purport to be indicative of the results that would have actually been obtained if the merger had occurred on January 1, 2012, nor does the pro forma data intend to be a projection of results that may be obtained in the future.

Unaudited Pro Forma Results



	Three Months Ended June 30						Six Months Ended June 30
	2013			2012			2013			2012
	(in millions)
Operating revenue	$	568		$	505		$	1,149		$	956
Net (loss)	$	(4	)	$	(4	)	$	(49	)	$	(39	)