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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dex One Corp. | NYSE:DEXO | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.38 | 0.00 | 01:00:00 |
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from__________to_________
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Delaware
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13-2740040
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1001 Winstead Drive, Cary, N.C.
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27513
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (919) 297-1600
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Securities registered pursuant to Section 12(b) of the Act:
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Title of class
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Name of exchange on which registered
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Common Stock, par value $.001 per share
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
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EX-21.1
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EX-23.1
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EX-31.1
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EX-31.2
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EX-32.1
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EX-101.INS - XBRL INSTANCE DOCUMENT
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EX-101.SCH - XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
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EX-101.CAL - XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
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EX-101.DEF - XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
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EX-101.LAB - XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
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EX-101.PRE - XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
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ITEM 1.
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BUSINESS.
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1)
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PEOPLE - Recruit, train and equip marketing consultants to enhance our access to and influence with local businesses.
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2)
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PARTNERSHIPS - Expand our digital offerings by establishing relationships with leading digital companies.
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3)
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PACKAGING - Simplify the buying and selling process by utilizing flexible bundles to implement high impact marketing campaigns that generate a high volume of quality leads for customers and offer guaranteed results.
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Domain expertise in the realm of local businesses;
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An extensive database of local business information within our markets and the ability to collect and continuously update its content;
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Direct and long-standing relationships with many local businesses maintained by our marketing consultants; and
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A broad, multi-platform product portfolio, expanding base of digital capabilities and partnership network.
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Assessment of marketing programs and advertisements;
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Message and image creation;
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Recommendations for advertising placement;
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Industry-specific research and information;
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Market-specific research and information;
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In-depth understanding of how consumers search for businesses and what influences them to buy from one business versus another;
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Mobile and online website development;
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Online reputation management;
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Online video development and promotion;
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Dex published yellow pages and white pages, which we co-brand with CenturyLink Inc. (“CenturyLink”) and YP, formerly AT&T Inc. ("YP" or "AT&T");
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DexKnows.com, our Internet yellow pages site;
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Dex Mobile, our mobile application, CitySearch, our iPad application and m.dexknows.com, our mobile browser;
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Search engine marketing;
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Search engine optimization;
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Keyword implementation;
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Social media marketing; and
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Tracking and reporting.
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Yahoo! Local Featured Listings—
sponsored listings with guaranteed placement on the first or second results pages for broader exposure in a specific geography or category.
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Yahoo! Local Enhanced Listings—
sponsored listings that offer the ability to add a detailed description of their business, photos, a tagline and coupons to create greater online visibility for businesses and enhance their appearance within organic results.
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Basic Listings (Bronze and Silver) –
We have the rights to distribute an unlimited number of customers to the YPC Internet yellow pages website.
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Premium Listings –
We have the rights to sell enhanced YPC advertising products, for example, guaranteed placement and/or inclusion on the YP.com Internet yellow pages website, to our Illinois and Northwest Indiana customers.
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Customer Profile -
constructs a simple but content rich presence on the web for the customer and is designed to maximize the opportunity to appear on major search engines.
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Distribution -
provides the customer's information and business information to multiple local search platforms including YP.com, Google Maps, CitySearch.com, SuperPages.com and Local.com.
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Paid Search -
develops, deploys and manages effective search marketing campaigns across major search platforms, such as Google, Bing and Yahoo!, on behalf of the customer.
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Monitoring and Optimization -
continuously monitors and optimizes campaigns to adjust spend and distribution to get the most calls per click using the DexNet learning engine.
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Reporting -
provides transparent, real-time results, such as phone calls, e-mails, listing views, website visits, driving directions, and the total number of times the profile is sent to mobile. Reporting is accessible 24 hours a day, 7 days a week and combines results received from DexKnows.com and leading local search sites.
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ITEM 1A.
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RISK FACTORS
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we may not be able to obtain additional financing or refinance our existing indebtedness on satisfactory terms or at all;
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our indebtedness limits our financial flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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rising interest rates could increase the costs of servicing our debt because a majority of our debt is at variable interest rates;
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interest and principal payments on our indebtedness reduces the cash flow available to us to fund working capital requirements, capital expenditures, acquisitions or other strategic initiatives, investments and other general corporate requirements because a substantial portion of our cash flow is needed to service our debt obligations; and
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speculation as to our financial condition and the effect of our debt level and debt service obligations could disrupt our relationships with customers, suppliers, employees, creditors and other third parties.
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incur additional indebtedness or liens;
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make capital expenditures and investments (including acquisitions);
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sell assets;
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pay dividends or otherwise make distributions;
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make payments of certain indebtedness;
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engage in sale and leaseback transactions, swap transactions and transactions with affiliates; and
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modify the Dex One Senior Subordinated Notes.
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impair our ability to maintain or increase our advertising prices;
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cause businesses that purchase advertising in our print yellow pages directories to reduce or
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discourage businesses that do not presently purchase advertising in our yellow pages directories from doing so in the future.
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the adverse impact to the business of Dex One caused by the failure to pursue other beneficial opportunities due to the focus on the Transaction, without realizing any of the anticipated benefits of the Transaction;
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the incurrence of substantial costs by Dex One in connection with the Transaction, without realizing any of the anticipated benefits of the Transaction;
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if the Merger Agreement is terminated under certain circumstances, the payment by Dex One to SuperMedia in certain circumstances of an expense reimbursement of up to $7.5 million;
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a negative impact on the market price of the common stock of Dex One;
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the possibility of Dex One being unable to repay indebtedness when due and payable; and
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Dex One pursuing Chapter 11 or Chapter 7 proceedings resulting in recoveries for creditors and stockholders that are less than contemplated under the prepackaged bankruptcy plans or resulting in no recovery for certain creditors and stockholders.
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Dex One’s and SuperMedia’s customers’ confidence in the abilities of Dex One and SuperMedia, respectively, to produce and deliver their products and services could erode, resulting in a significant decline in Dex One’s and SuperMedia’s revenues, profitability and cash flow;
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it may become more difficult to retain, attract or replace key employees;
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employees could be distracted from performance of their duties or more easily attracted to other career opportunities; and
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Dex One’s and SuperMedia’s suppliers, vendors, and service providers could terminate their relationships with Dex One or SuperMedia, respectively, or require financial assurances or enhanced performance, subject to Dex One’s and SuperMedia’s assertions in the Bankruptcy Court of certain protections under the Bankruptcy Code.
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the likelihood that Dex One’s and SuperMedia’s assets would need to be sold or otherwise disposed of in a less orderly fashion over a short period of time;
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additional administrative expenses involved in the appointment of a trustee; and
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additional expenses and claims, some of which would be entitled to priority, which would be generated during the liquidation and from the rejection of leases and other executory contracts in connection with a cessation of Dex One’s and SuperMedia’s operations.
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solicitation comply with applicable non-bankruptcy law;
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the plan of reorganization be transmitted to substantially all creditors and other interest holders entitled to vote; and
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the time prescribed for voting is not unreasonably short.
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customers could move to Dex One’s and SuperMedia’s competitors, including competitors that have comparatively greater financial resources and that are in comparatively less financial distress;
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employees could be distracted from performance of their duties or more easily attracted to other career opportunities; and
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business partners could terminate their relationship with either Dex One or SuperMedia or demand financial assurances or enhanced performance, any of which could impair either Dex One’s or SuperMedia’s prospects.
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Property Location
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Approximate Square Footage
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Purpose
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Lease Expiration
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Lone Tree, CO
(1)
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143,000
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Sales and Administration
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2014
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Cary, NC
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105,000
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Corporate Headquarters
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2016
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Overland Park, KS
(1)(2)
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64,000
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Sales and Operations
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2016
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Morrisville, NC
(1)(2)
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56,000
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Operations and Information Technology
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2015
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Maple Grove, MN
(1)
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28,000
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Sales and Operations
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2014
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Beaverton, OR
(1)
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27,000
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Sales and Operations
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2013
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Phoenix, AZ
(1)
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26,000
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Sales and Operations
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2013
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Bristol, TN
(2)
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25,000
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Sales and Operations
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Owned
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Santa Monica, CA
(3)
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22,000
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Digital Operations
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2014
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Tinley Park, IL
(2)
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21,000
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Sales and Operations
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2014
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Omaha, NE
(1)
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20,000
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Sales
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2015
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Lombard, IL
(2)
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20,000
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Sales and Operations
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2016
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
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2012
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2011
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High
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Low
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High
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Low
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1
st
Quarter
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$
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2.32
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$
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1.17
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$
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9.42
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$
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3.87
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2
nd
Quarter
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$
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1.38
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$
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0.73
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$
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5.09
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$
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1.61
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3
rd
Quarter
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$
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1.96
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$
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0.99
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$
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2.96
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$
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0.54
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4
th
Quarter
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$
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1.89
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$
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0.72
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$
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1.92
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$
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0.36
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Plan category
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(a)
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
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(b)
Weighted-average Exercise Price of Outstanding Options, Warrants and Rights
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(c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
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Equity compensation plans not approved by security holders:
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EIP
(1)
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2,025,508
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$
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7.80
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1,420,766
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CEO Stock-Based Awards
(2)
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800,000
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19.94
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—
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Other stock-based awards
(3)
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50,000
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6.97
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—
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Total
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2,875,508
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$
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11.17
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1,420,766
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(1)
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The EIP was approved by the Bankruptcy Court pursuant to the Plan of Reorganization in January 2010.
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(2)
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On September 13, 2010, Mr. Mockett was awarded 200,000 shares of the Company's common stock in the form of a restricted stock award with a grant price of $9.62 per share, which was the closing price of the Company’s common stock on September 13, 2010, that will vest ratably over three years. On September 13, 2010, he was also granted a fair market value option to purchase 200,000 shares of the Company's common stock at an exercise price of $9.75 per share, which was the closing price of the Company's common stock on September 3, 2010, that will vest ratably over four years, and fully vested premium priced options to purchase 600,000 shares of the Company's common stock, a third of which shares have an exercise price of $15 per share, a third of which shares have an exercise price of $23 per share, and a third of which shares have an exercise price of $32 per share (collectively, the “CEO Stock-Based Awards”). All of the CEO Stock-Based Awards have a grant date for accounting and reporting purposes of September 13, 2010, which represents the date on which the grant date determination provisions outlined in FASB ASC 718,
Compensation - Stock Compensation,
were satisfied.
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(3)
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Represents other stock-based awards granted to an executive officer that are not included under the EIP.
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2/1/10
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3/31/10
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6/30/10
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9/30/10
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12/31/10
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3/31/11
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6/30/11
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9/30/11
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12/31/11
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3/31/12
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6/30/12
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9/30/12
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12/31/12
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Dex One
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$
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100.00
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$
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83.19
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$
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56.62
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$
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36.59
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$
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22.23
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$
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14.42
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$
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7.54
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$
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1.67
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$
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4.95
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$
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4.23
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$
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2.76
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$
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3.72
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$
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4.71
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Russell 2000 Index
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$
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100.00
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$
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118.38
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$
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87.09
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$
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109.50
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$
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133.79
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$
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124.31
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$
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90.94
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$
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56.59
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$
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91.37
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$
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107.69
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$
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95.03
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$
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123.14
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$
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128.76
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S&P 400 Advertising Index
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$
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100.00
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$
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111.39
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$
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100.04
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$
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110.98
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$
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128.63
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$
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138.46
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$
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135.81
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$
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105.73
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$
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121.61
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$
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136.28
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$
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131.06
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$
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137.46
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$
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139.41
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ITEM 6.
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SELECTED FINANCIAL DATA
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Successor Company
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Predecessor Company
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Years Ended December 31,
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Eleven Months Ended December 31, 2010
(1)
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One Month Ended January 31, 2010
(1)
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Years Ended December 31,
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(in thousands, except share and per share data)
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2012
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2011
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2009
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2008
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Statements of Comprehensive Income (Loss) Data:
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Net revenue
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$
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1,300,009
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$
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1,480,623
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$
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830,887
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$
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160,372
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$
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2,202,447
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$
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2,616,811
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Impairment charges
(2)
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—
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(801,074
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)
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(1,159,266
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)
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—
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(7,337,775
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)
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(3,870,409
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)
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Operating income (loss)
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125,729
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(430,367
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)
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(1,294,256
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)
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64,074
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(6,797,503
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)
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(3,005,717
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)
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Gain on sale of assets, net
(3)
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—
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13,437
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—
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—
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—
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—
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Gain on debt repurchases, net
(4)
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139,555
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—
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—
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—
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—
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265,166
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||||||
Reorganization items, net
(5)
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—
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—
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—
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7,793,132
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(94,768
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)
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—
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Net income (loss)
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$
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62,401
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$
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(518,964
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)
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$
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(923,592
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)
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$
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6,920,009
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$
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(6,453,293
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)
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$
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(2,298,327
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)
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||||||||||||
Earnings (Loss) Per Share:
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||||||||||||
Basic
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$
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1.23
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$
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(10.35
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)
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$
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(18.46
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)
|
|
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$
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100.27
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$
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(93.67
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)
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$
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(33.41
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)
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Diluted
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$
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1.23
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$
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(10.35
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)
|
$
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(18.46
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)
|
|
|
$
|
100.21
|
|
$
|
(93.67
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)
|
$
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(33.41
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)
|
|
|
|
|
|
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|
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||||||||||||
Shares Used in Computing Earnings (Loss) Per Share:
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||||||||||||
Basic
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50,643
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50,144
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50,020
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|
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69,013
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68,896
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|
68,793
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||||||
Diluted
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50,653
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50,144
|
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50,020
|
|
|
|
69,052
|
|
68,896
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|
68,793
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|
||||||
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||||||||||||
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||||||||||||
Balance Sheet Data:
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||||||||||||
Total assets
(6)
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$
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2,835,418
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|
$
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3,460,204
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$
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4,488,848
|
|
|
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$
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5,913,482
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$
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4,498,794
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$
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11,880,709
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|
Long-term debt, including current maturities
(6)
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2,009,638
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2,510,357
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2,737,221
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|
|
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3,264,578
|
|
3,554,776
|
|
9,622,256
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|
||||||
Liabilities subject to compromise
(6)
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—
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|
—
|
|
—
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|
|
|
—
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|
6,352,813
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|
—
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|
||||||
Shareholders’ equity (deficit)
(6)
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40,609
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|
(9,867
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)
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525,916
|
|
|
|
1,450,784
|
|
(6,919,048
|
)
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(493,375
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)
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(1)
|
As a result of our emergence from Chapter 11 on the Effective Date, financial information for Dex One is presented as of and for the eleven months ended December 31, 2010. Financial information for the Predecessor Company is presented as of and for the one month ended January 31, 2010. See Item 8, “Financial Statements and Supplementary Data” – Note 3, “Fresh Start Accounting and Reorganization Items, Net” for additional information.
|
(2)
|
During the year ended December 31, 2011, we recognized a goodwill impairment charge of $801.1 million.
|
(3)
|
On February 14, 2011, we completed the sale of substantially all net assets of Business.com, including long-lived assets, domain names, trademarks, brands, intellectual property, related content and technology platform. As a result, we recognized a gain on the sale of these assets of $13.4 million during the first quarter of 2011.
|
(4)
|
As a result of financing activities conducted during 2012, the Company recorded gains on debt repurchases of $139.6 million during the year ended December 31, 2012. See Item 8, "Financial Statements and Supplementary Data" - Note 1, "Business and Basis of Presentation - Significant Financing Developments" for additional information.
|
(5)
|
Reorganization items directly associated with the process of reorganizing the business under Chapter 11 have been recorded on a separate line item on the consolidated statement of comprehensive income (loss). The Predecessor Company recorded $7.8 billion of net reorganization items during the one month ended January 31, 2010 comprised of a $4.5 billion gain on reorganization / settlement of liabilities subject to compromise and fresh start accounting adjustments of $3.3 billion. For the year ended December 31, 2009, the Predecessor Company recorded $94.8 million of net reorganization items. See Item 8, “Financial Statements and Supplementary Data” – Note 3, “Fresh Start Accounting and Reorganization Items, Net” for additional information.
|
(6)
|
The significant decline in total assets and shareholders’ deficit as of December 31, 2009 and 2008 is a direct result of the impairment charges noted above. The significant decline in long-term debt, including current maturities, at December 31, 2009 is a direct result of the Predecessor Company’s senior notes, senior discount notes and senior subordinated notes (“Notes in Default”), which were reclassed to liabilities subject to compromise on the consolidated balance sheet at December 31, 2009. See Item 8, “Financial Statements and Supplementary Data” – Note 3, “Fresh Start Accounting and Reorganization Items, Net” for additional information.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended December 31, 2012
|
||
Dex One Senior Subordinated Notes (repurchased at 27% of par)
|
$
|
98,222
|
|
Total purchase price
|
(26,520
|
)
|
|
Fees associated with the Note Repurchases
|
(910
|
)
|
|
Net gain on Note Repurchases
|
$
|
70,792
|
|
•
|
Historical financial information, including revenue, profit margins, customer attrition data and price premiums enjoyed relative to competing independent publishers;
|
•
|
Long-term financial projections, including, but not limited to, revenue trends and profit margin trends;
|
•
|
Intangible asset and other long-lived asset carrying values and any changes in current and future use;
|
•
|
Trading values of our debt and equity securities; and
|
•
|
Other Company-specific information.
|
Intangible Asset
|
Remaining Weighted Average
Useful Lives
|
Amortization Methodology
|
Directory services agreements
|
9 years
|
Income forecast method
(1)
|
Local customer relationships
|
8 years
|
Income forecast method
(1)
|
National customer relationships
|
8 years
|
Income forecast method
(1)
|
Trade names and trademarks
|
8 years
|
Straight-line method
|
Technology, advertising commitments and other
|
5 years
|
Income forecast method
(1)
|
(1)
|
These identifiable intangible assets are being amortized under the income forecast method, which assumes the value derived from these intangible assets is greater in the earlier years and steadily declines over time.
|
Balance at February 1, 2010
|
|
|
$
|
2,097,124
|
|
|
Goodwill impairment charges during 2010
|
(1,137,623
|
)
|
|
|
||
Reduction in goodwill during 2010
|
(158,427
|
)
|
|
|
||
Total adjustment to goodwill during 2010
|
|
|
(1,296,050
|
)
|
||
Goodwill impairment charge during the second quarter of 2011
|
|
|
(801,074
|
)
|
||
Balance at December 31, 2011
|
|
|
$
|
—
|
|
|
Dex One Retirement Plan
|
Dex Media Pension Plan
|
||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
May 1, 2012 through December 31, 2012
|
January 1, 2012 through April 30, 2012
|
June 1, 2011 through December 31, 2011
|
January 1, 2011 through May 31, 2011
|
Eleven Months Ended December 31, 2010
|
|
|
2012
|
2011
|
||||||
Weighted average discount rate
|
4.51%
|
5.30%
|
5.70%
|
4.22%
|
4.38%
|
4.95%
|
5.06%
|
5.70%
|
Expected return on plan assets
|
7.50%
|
8.00%
|
8.00%
|
7.50%
|
7.50%
|
8.00%
|
8.00%
|
8.00%
|
|
Dex One Retirement Plan
|
Dex Media Pension Plan
|
|
One Month Ended January 31, 2010
|
|
Weighted average discount rate
|
5.70%
|
5.70%
|
Expected return on plan assets
|
8.00%
|
8.00%
|
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
||||
|
2012
|
2011
|
||||
Expected volatility
|
63.8
|
%
|
43.0
|
%
|
37.3
|
%
|
Risk-free interest rate
|
1.2
|
%
|
2.9
|
%
|
2.6
|
%
|
Expected life
|
6.3 Years
|
|
8.9 Years
|
|
7.1 Years
|
|
Derived service period (grants using Monte Carlo model)
|
N/A
|
|
3.6 Years
|
|
3.6 Years
|
|
Forfeiture rate
|
6.4
|
%
|
6.3
|
%
|
8.9
|
%
|
Dividend yield
|
—
|
%
|
—
|
%
|
—
|
%
|
|
Fair Value Measurements Using Significant Other Observable Inputs (Level 2)
|
|||||
Derivatives:
|
December 31, 2012
|
December 31, 2011
|
||||
Interest Rate Swap – Liabilities
|
$
|
(413
|
)
|
$
|
(2,694
|
)
|
Interest Rate Cap – Assets
|
$
|
—
|
|
$
|
5
|
|
|
Fair Value Measurements at December 31, 2012
|
||||||||
|
|
Quoted Prices in Active Markets for Identical Assets
|
Using Significant Other Observable Inputs
|
||||||
|
Total
|
(Level 1)
|
(Level 2)
|
||||||
Cash and cash equivalents
|
$
|
1,450
|
|
$
|
1,450
|
|
$
|
—
|
|
U.S. Government securities (a)
|
23,309
|
|
—
|
|
23,309
|
|
|||
Common/collective trusts (b)
|
62,031
|
|
—
|
|
62,031
|
|
|||
Corporate debt (c)
|
17,806
|
|
—
|
|
17,806
|
|
|||
Corporate stock (d)
|
17,234
|
|
17,234
|
|
—
|
|
|||
Registered investment companies (e)
|
21,298
|
|
21,298
|
|
—
|
|
|||
Fixed income and equity futures (g)
|
1,005
|
|
1,005
|
|
—
|
|
|||
Credit default swaps (h)
|
12
|
|
—
|
|
12
|
|
|||
Collective Fund - Group Trust (i)
|
33,828
|
|
—
|
|
33,828
|
|
|||
Total
|
$
|
177,973
|
|
$
|
40,987
|
|
$
|
136,986
|
|
|
Fair Value Measurements at December 31, 2011
|
||||||||
|
|
Quoted Prices in Active Markets for Identical Assets
|
Using Significant Other Observable Inputs
|
||||||
|
Total
|
(Level 1)
|
(Level 2)
|
||||||
Cash and cash equivalents
|
$
|
15
|
|
$
|
15
|
|
$
|
—
|
|
U.S. Government securities (a)
|
18,686
|
|
—
|
|
18,686
|
|
|||
Common/collective trusts (b)
|
66,188
|
|
—
|
|
66,188
|
|
|||
Corporate debt (c)
|
21,146
|
|
—
|
|
21,146
|
|
|||
Corporate stock (d)
|
18,476
|
|
18,476
|
|
—
|
|
|||
Registered investment companies (e)
|
19,631
|
|
19,631
|
|
—
|
|
|||
Real estate investment trust (f)
|
127
|
|
127
|
|
—
|
|
|||
Fixed income and equity futures (g)
|
1,066
|
|
1,066
|
|
—
|
|
|||
Credit default swaps (h)
|
95
|
|
—
|
|
95
|
|
|||
Collective Fund - Group Trust (i)
|
28,928
|
|
—
|
|
28,928
|
|
|||
Total
|
$
|
174,358
|
|
$
|
39,315
|
|
$
|
135,043
|
|
(a)
|
This category includes investments in U.S. Government bonds, government mortgage-backed securities, index-linked government bonds, guaranteed commercial paper, short-term treasury bills and notes. Fair value for these assets is determined using a bid evaluation process of observable, market based inputs effective as of the last business day of the plan year.
|
(b)
|
This category includes investments in two common/collective funds of which 78% is invested in stocks comprising the Russell 1000 equity index and the remaining 22% is comprised of short-term investments at December 31, 2012 and 82% is invested in stocks comprising the Russell 1000 equity index and the remaining 18% is comprised of short-term investments at December 31, 2011. Fair value for these assets is calculated based upon a compilation of observable market information.
|
(c)
|
This category includes investments in corporate bonds, commercial mortgage-backed and asset-backed securities and collateralized mortgage obligations. Fair value for these assets is determined using a bid evaluation process of observable, market based inputs effective as of the last business day of the plan year.
|
(d)
|
This category includes investments in small cap stocks across diverse industries. Fair value for these assets is determined using quoted market prices on a recognized securities exchange at the last reported trading price on the last business day of the plan year.
|
(e)
|
This category is comprised of one mutual fund that invests in intermediate term fixed income instruments such as treasuries and high grade corporate bonds. Fair value for these assets is determined using quoted market prices on a recognized securities exchange at the last reported trading price on the last business day of the plan year.
|
(f)
|
This category is comprised of a healthcare real estate investment trust. Fair value for these assets is determined based on traded market prices.
|
(g)
|
This category includes investments in 5, 10 and 20 year U.S. Treasury bond futures and equity index futures. Fair value for these assets is determined based on settlement prices recognized in an active market or exchange.
|
(h)
|
This category includes investments in credit default swaps. Fair value for these assets is determined based on a mid evaluation process using observable, market based inputs.
|
(i)
|
This category includes investments in passively managed funds composed of international stocks across diverse industries. Fair value for these assets is calculated based upon a compilation of observable market information.
|
|
Years Ended December 31,
|
|
|
||||||||
(amounts in millions)
|
2012
|
2011
|
$ Change
|
% Change
|
|||||||
Gross advertising revenues
|
$
|
1,294.2
|
|
$
|
1,475.0
|
|
$
|
(180.8
|
)
|
(12.3
|
)%
|
Sales claims and allowances
|
(13.3
|
)
|
(15.9
|
)
|
2.6
|
|
16.4
|
|
|||
Net advertising revenues
|
1,280.9
|
|
1,459.1
|
|
(178.2
|
)
|
(12.2
|
)
|
|||
Other revenues
|
19.1
|
|
21.5
|
|
(2.4
|
)
|
(11.2
|
)
|
|||
Total
|
$
|
1,300.0
|
|
$
|
1,480.6
|
|
$
|
(180.6
|
)
|
(12.2
|
)%
|
|
Years Ended December 31,
|
|
|
||||||||
(amounts in millions)
|
2012
|
2011
|
$ Change
|
% Change
|
|||||||
Production and distribution expenses
|
$
|
283.7
|
|
$
|
287.2
|
|
$
|
(3.5
|
)
|
(1.2
|
)%
|
Selling and support expenses
|
344.5
|
|
426.8
|
|
(82.3
|
)
|
(19.3
|
)
|
|||
General and administrative expenses
|
127.4
|
|
144.1
|
|
(16.7
|
)
|
(11.6
|
)
|
|||
Depreciation and amortization expenses
|
418.7
|
|
251.8
|
|
166.9
|
|
66.3
|
|
|||
Impairment charges
|
—
|
|
801.1
|
|
(801.1
|
)
|
(100.0
|
)
|
|||
Total
|
$
|
1,174.3
|
|
$
|
1,911.0
|
|
$
|
(736.7
|
)
|
(38.6
|
)%
|
(amounts in millions)
|
Year Ended December 31, 2012
|
||
Lower print, paper and distribution expenses
|
$
|
(25.0
|
)
|
Higher Internet production and distribution expenses
|
27.4
|
|
|
All other, net
|
(5.9
|
)
|
|
Total decrease in production and distribution expenses for the year ended December 31, 2012
|
$
|
(3.5
|
)
|
(amounts in millions)
|
Year Ended December 31, 2012
|
||
Lower commissions and salesperson expenses
|
$
|
(32.2
|
)
|
Lower bad debt expense
|
(19.7
|
)
|
|
Lower advertising expenses
|
(9.2
|
)
|
|
Lower directory publishing expenses
|
(6.8
|
)
|
|
Lower marketing expenses
|
(5.4
|
)
|
|
Lower billing, credit and collection expenses
|
(3.7
|
)
|
|
All other, net
|
(5.3
|
)
|
|
Total decrease in selling and support expenses for the year ended December 31, 2012
|
$
|
(82.3
|
)
|
(amounts in millions)
|
Year Ended December 31, 2012
|
||
Restructuring charges incurred in 2011
|
$
|
(25.0
|
)
|
Lower general corporate expenses
|
(9.7
|
)
|
|
Merger transaction and integration expenses
|
11.8
|
|
|
Severance and related expenses incurred in 2012
|
6.0
|
|
|
All other, net
|
0.2
|
|
|
Total decrease in G&A expenses for the the year ended December 31, 2012
|
$
|
(16.7
|
)
|
•
|
GAAP results of the Successor Company for line items below operating income (loss) on the consolidated statements of comprehensive income (loss) for the year ended December 31, 2011, as management believes these line items should not be combined or compared for the non-GAAP analysis noted above based upon distinct differences in their composition between the Successor Company and Predecessor Company and the reporting periods presented; and
|
•
|
GAAP results of the Successor Company and Predecessor Company for the eleven months ended December 31, 2010 and one month ended January 31, 2010, respectively, as line items above operating income (loss) on the consolidated statements of comprehensive income (loss) comprise Non-GAAP Combined Adjusted Results and are included in the non-GAAP analysis noted above and line items below operating income (loss) should not be combined or compared for reasons discussed above.
|
|
Successor Company
|
Successor Company
|
Predecessor Company
|
|
|
Non-GAAP Combined Adjusted
|
|
|
|||||||||||||
(amounts in millions)
|
Year Ended December 31, 2011
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
Fresh Start Adjustments
|
|
Year Ended December 31, 2010
|
$ Change
|
% Change
|
|||||||||||||
Gross advertising revenues
|
$
|
1,475.0
|
|
$
|
824.4
|
|
$
|
161.4
|
|
$
|
799.3
|
|
(1)
|
$
|
1,785.1
|
|
$
|
(310.1
|
)
|
(17.4
|
)%
|
Sales claims and allowances
|
(15.9
|
)
|
(9.9
|
)
|
(3.5
|
)
|
(14.0
|
)
|
(1)
|
(27.4
|
)
|
11.5
|
|
42.0
|
|
||||||
Net advertising revenues
|
1,459.1
|
|
814.5
|
|
157.9
|
|
785.3
|
|
|
1,757.7
|
|
(298.6
|
)
|
(17.0
|
)
|
||||||
Other revenues
|
21.5
|
|
16.4
|
|
2.5
|
|
5.6
|
|
(1)
|
24.5
|
|
(3.0
|
)
|
(12.2
|
)
|
||||||
Total
|
$
|
1,480.6
|
|
$
|
830.9
|
|
$
|
160.4
|
|
$
|
790.9
|
|
|
$
|
1,782.2
|
|
$
|
(301.6
|
)
|
(16.9
|
)%
|
(1)
|
Represents gross advertising revenues, sales claims and allowances and other revenues for advertising sales fulfilled prior to the Fresh Start Reporting Date, which would have been recognized during the eleven months ended December 31, 2010 absent our adoption of fresh start accounting required under GAAP.
|
|
Successor Company
|
|
|
Non-GAAP
Adjusted
|
Successor Company
|
Predecessor Company
|
|
|
Non-GAAP Combined Adjusted
|
|
|
|||||||||||||||||
(amounts in millions)
|
Year Ended December 31, 2011
|
Adjustment
|
|
Year Ended December 31, 2011
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
Fresh Start and Other Adjustments
|
|
Year Ended December 31, 2010
|
$ Change
|
% Change
|
|||||||||||||||||
Production and distribution expenses
|
$
|
287.2
|
|
$
|
—
|
|
|
$
|
287.2
|
|
$
|
213.3
|
|
$
|
26.9
|
|
$
|
81.3
|
|
(1)
|
$
|
321.5
|
|
$
|
(34.3
|
)
|
(10.7
|
)%
|
Selling and support expenses
|
426.8
|
|
—
|
|
|
426.8
|
|
386.1
|
|
40.9
|
|
79.0
|
|
(1)
|
506.0
|
|
(79.2
|
)
|
(15.7
|
)
|
||||||||
General and administrative expenses
|
144.1
|
|
—
|
|
|
144.1
|
|
148.8
|
|
8.3
|
|
—
|
|
|
157.1
|
|
(13.0
|
)
|
(8.3
|
)
|
||||||||
Depreciation and amortization expenses
|
251.8
|
|
—
|
|
|
251.8
|
|
217.7
|
|
20.2
|
|
—
|
|
|
237.9
|
|
13.9
|
|
5.8
|
|
||||||||
Impairment charges
|
801.1
|
|
(801.1
|
)
|
(2)
|
—
|
|
1,159.3
|
|
—
|
|
(1,159.3
|
)
|
(2)
|
—
|
|
—
|
|
—
|
|
||||||||
Total
|
$
|
1,911.0
|
|
$
|
(801.1
|
)
|
|
$
|
1,109.9
|
|
$
|
2,125.2
|
|
$
|
96.3
|
|
$
|
(999.0
|
)
|
|
$
|
1,222.5
|
|
$
|
(112.6
|
)
|
(9.2
|
)%
|
(1
)
|
Represents (a) certain deferred expenses for advertising sales fulfilled prior to the Fresh Start Reporting Date, which would have been recognized during the eleven months ended December 31, 2010 absent our adoption of fresh start accounting required under GAAP and (b) the exclusion of cost-uplift recorded under fresh start accounting.
|
(2)
|
The goodwill impairment charge has been removed from GAAP results for the year ended December 31, 2011. The goodwill and non-goodwill intangible asset impairment charges have been removed from GAAP results for the eleven months ended December 31, 2010.
|
(amounts in millions)
|
Year Ended December 31, 2011
|
||
Lower Internet production and distribution expenses
|
$
|
(23.9
|
)
|
Lower print, paper and distribution expenses
|
(10.8
|
)
|
|
All other, net
|
0.4
|
|
|
Total decrease in GAAP production and distribution expenses for the year ended December 31, 2011
|
$
|
(34.3
|
)
|
(amounts in millions)
|
Year Ended
December 31, 2011
|
||
Lower commissions and salesperson expenses
|
$
|
(21.7
|
)
|
Lower marketing expenses
|
(19.3
|
)
|
|
Lower bad debt expense
|
(13.0
|
)
|
|
Lower advertising expenses
|
(11.1
|
)
|
|
Lower directory publishing expenses
|
(6.5
|
)
|
|
Lower billing, credit and collection expenses
|
(4.7
|
)
|
|
All other, net
|
(2.9
|
)
|
|
Total decrease in GAAP selling and support expenses for the year ended December 31, 2011
|
$
|
(79.2
|
)
|
(amounts in millions)
|
Year Ended
December 31, 2011
|
||
Expenses associated with departure of Chief Executive Officer in 2010
|
$
|
(9.5
|
)
|
Lower information technology (“IT”) expenses
|
(5.0
|
)
|
|
Higher restructuring expenses
|
6.4
|
|
|
All other, net
|
(4.9
|
)
|
|
Total decrease in GAAP G&A expenses for the year ended December 31, 2011
|
$
|
(13.0
|
)
|
|
Successor Company
|
|
|
Non-GAAP
Adjusted
|
Successor Company
|
Predecessor Company
|
|
|
Non-GAAP Combined Adjusted
|
|
|
|||||||||||||||||
(amounts in millions)
|
Year Ended
December 31, 2011
|
Adjustment
|
|
Year Ended
December 31, 2011
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
Fresh Start and Other Adjustments
|
|
Year Ended December 31, 2010
|
$
Change
|
%
Change
|
|||||||||||||||||
Total
|
$
|
(430.4
|
)
|
$
|
801.1
|
|
(2)
|
$
|
370.7
|
|
$
|
(1,294.3
|
)
|
$
|
64.1
|
|
$
|
1,789.9
|
|
(1)
|
$
|
559.7
|
|
$
|
(189.0
|
)
|
(33.8
|
)%
|
(1)
|
Represents the net effect of (a) eliminating gross advertising revenues, sales claims and allowances, other revenues and certain deferred expenses for advertising sales fulfilled prior to the Fresh Start Reporting Date, which would have been recognized during the eleven months ended December 31, 2010 absent our adoption of fresh start accounting required under GAAP, (b) the exclusion of cost-uplift recorded under fresh start accounting, and (c) the exclusion of the goodwill and non-goodwill intangible asset impairment charges during the eleven months ended December 31, 2010.
|
(2)
|
The goodwill impairment charge has been removed from GAAP results for the year ended December 31, 2011.
|
(amounts in millions)
|
Eleven Months Ended December 31, 2010
|
||
|
|
||
Gross advertising revenues
|
$
|
824.4
|
|
Sales claims and allowances
|
(9.9
|
)
|
|
Net advertising revenues
|
814.5
|
|
|
Other revenues
|
16.4
|
|
|
Total
|
$
|
830.9
|
|
(amounts in millions)
|
Eleven Months Ended
December 31, 2010
|
||
|
|
||
Production and distribution expenses
|
$
|
213.3
|
|
Selling and support expenses
|
386.1
|
|
|
General and administrative expenses
|
148.8
|
|
|
Depreciation and amortization
|
217.7
|
|
|
Impairment charges
|
1,159.3
|
|
|
Total
|
$
|
2,125.2
|
|
(amounts in millions)
|
One Month Ended
January 31, 2010
|
||
Gross advertising revenues
|
$
|
161.4
|
|
Sales claims and allowances
|
(3.5
|
)
|
|
Net advertising revenues
|
157.9
|
|
|
Other revenues
|
2.5
|
|
|
Total
|
$
|
160.4
|
|
(amounts in millions)
|
One Month Ended January 31, 2010
|
||
Production and distribution expenses
|
$
|
26.9
|
|
Selling and support expenses
|
40.9
|
|
|
General and administrative expenses
|
8.3
|
|
|
Depreciation and amortization
|
20.2
|
|
|
Total
|
$
|
96.3
|
|
(amounts in thousands)
|
One Month Ended
January 31, 2010
|
||
Liabilities subject to compromise
|
$
|
6,352,813
|
|
Issuance of new Dex One common stock (par value)
|
(50
|
)
|
|
Dex One additional paid-in capital
|
(1,450,734
|
)
|
|
Dex One Senior Subordinated Notes
|
(300,000
|
)
|
|
Reclassified into other balance sheet liability accounts
|
(39,471
|
)
|
|
Professional fees and other
|
(38,403
|
)
|
|
Gain on reorganization / settlement of liabilities subject to compromise
|
4,524,155
|
|
|
Fresh start accounting adjustments:
|
|
||
Goodwill
|
2,097,124
|
|
|
Write off of deferred revenue and deferred directory costs
|
655,555
|
|
|
Fair value adjustment to intangible assets
|
415,132
|
|
|
Fair value adjustment to the amended and restated credit facilities
|
120,245
|
|
|
Fair value adjustment to fixed assets and computer software
|
49,814
|
|
|
Write-off of deferred financing costs
|
(48,443
|
)
|
|
Other fresh start accounting adjustments
|
(20,450
|
)
|
|
Total fresh start accounting adjustments
|
3,268,977
|
|
|
Total reorganization items, net
|
$
|
7,793,132
|
|
|
December 31, 2012
|
December 31, 2011
|
||||||||||
|
Fair Market Value
|
Carrying Value
|
Fair Market Value
|
Carrying Value
|
||||||||
RHDI Amended and Restated Credit Facility
|
$
|
528,461
|
|
$
|
776,007
|
|
$
|
333,892
|
|
$
|
947,211
|
|
Dex Media East Amended and Restated Credit Facility
|
360,005
|
|
515,767
|
|
294,026
|
|
651,582
|
|
||||
Dex Media West Amended and Restated Credit Facility
|
368,885
|
|
498,156
|
|
339,418
|
|
611,564
|
|
||||
Dex One Senior Subordinated Notes
|
73,053
|
|
219,708
|
|
66,750
|
|
300,000
|
|
||||
Total Dex One consolidated
|
1,330,404
|
|
2,009,638
|
|
1,034,086
|
|
2,510,357
|
|
||||
Less current portion
|
1,330,404
|
|
2,009,638
|
|
143,132
|
|
326,300
|
|
||||
Long-term debt
|
$
|
—
|
|
$
|
—
|
|
$
|
890,954
|
|
$
|
2,184,057
|
|
◦
|
The highest (subject to a floor of 4.00%) of (i) the Prime Rate (as defined in the RHDI Amended and Restated Credit Facility), (ii) the Federal Funds Effective Rate (as defined in the RHDI Amended and Restated Credit Facility) plus 0.50%, and (iii) one month LIBOR plus 1.00% in each case, plus an interest rate margin for base rate loans. The interest rate margin for base rate loans is initially 5.25% per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to 5.25% per annum if RHDI’s consolidated leverage ratio is greater than or equal to 4.25 to 1.00, and equal to 5.00% per annum if RHDI’s consolidated leverage ratio is less than 4.25 to 1.00; or
|
◦
|
The higher of (i) LIBOR rate and (ii) 3.00%, in each case, plus an interest rate margin for Eurodollar loans. The interest rate margin for Eurodollar loans is initially 6.25% per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to 6.25% per annum if RHDI’s consolidated leverage ratio is greater than or equal to 4.25 to 1.00, and equal to 6.00% per annum if RHDI’s consolidated leverage ratio is less than 4.25 to 1.00. RHDI may elect interest periods of one, two, three or six months for LIBOR borrowings.
|
◦
|
The highest of (i) the Prime Rate (as defined in the Dex Media East Amended and Restated Credit Facility), (ii) the Federal Funds Effective Rate (as defined in the Dex Media East Amended and Restated Credit Facility) plus 0.50%, and (iii) one month LIBOR plus 1.00% in each case, plus an interest rate margin for base rate loans. The interest rate margin for base rate loans is initially 1.50% per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to 1.50% per annum if DME Inc.’s consolidated leverage ratio is greater than or equal to 2.75 to 1.00, equal to 1.25% per annum if DME Inc.’s consolidated leverage ratio is greater than or equal to 2.50 to 1.00 but less than 2.75 to 1.00 and equal to 1.00% per annum if DME Inc.’s consolidated leverage ratio is less than 2.50 to 1.00; or
|
◦
|
The LIBOR rate plus an interest rate margin for Eurodollar loans. The interest rate margin for Eurodollar loans is initially 2.50% per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to 2.50% per annum if DME Inc.’s consolidated leverage ratio is greater than or equal to 2.75 to 1.00, equal to 2.25% per annum if DME Inc.’s consolidated leverage ratio is greater than or equal to 2.50 to 1.00 but less than 2.75 to 1.00 and equal to 2.00% per annum if DME Inc.’s consolidated leverage ratio is less than 2.50 to 1.00. DME Inc. may elect interest periods of one, two, three or six months for LIBOR borrowings.
|
◦
|
The highest (subject to a floor of 4.00%) of (i) the Prime Rate (as defined in the Dex Media West Amended and Restated Credit Facility), (ii) the Federal Funds Effective Rate (as defined in the Dex Media West Amended and Restated Credit Facility) plus 0.50%, and (iii) one month LIBOR plus 1.00% in each case, plus an interest rate margin for base rate loans. The interest rate margin for base rate loans is initially 3.50% per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to 3.50% per annum if DMW Inc.’s consolidated leverage ratio is greater than or equal to 2.75 to 1.00, equal to 3.25% per annum if DMW Inc.’s consolidated leverage ratio is greater than or equal to 2.50 to 1.00 but less than 2.75 to 1.00 and equal to 3.00% per annum if DMW Inc.’s consolidated leverage ratio is less than 2.50 to 1.00; or
|
◦
|
The higher of (i) LIBOR rate and (ii) 3.00%, in each case, plus an interest rate margin for Eurodollar loans. The interest rate margin for Eurodollar loans is initially 4.50% per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to 4.50% per annum if DMW Inc.’s consolidated leverage ratio is greater than or equal to 2.75 to 1.00, equal to 4.25% per annum if DMW Inc.’s consolidated leverage ratio is greater than or equal to 2.50 to 1.00 but less than 2.75 to 1.00 and equal to 4.00% per annum if DMW Inc.’s consolidated leverage ratio is less than 2.50 to 1.00. DMW Inc. may elect interest periods of one, two, three or six months for LIBOR borrowings.
|
Redemption Year
|
Price
|
|
2013
|
101.000
|
%
|
2014 and thereafter
|
100.000
|
%
|
|
Carrying Value at December 31, 2012
|
Unamortized Fair Value Adjustments at December 31, 2012
|
Outstanding Debt at December 31, 2012 Excluding the Impact of Unamortized Fair Value Adjustments
|
||||||
RHDI Amended and Restated Credit Facility
|
$
|
776,007
|
|
$
|
6,493
|
|
$
|
782,500
|
|
Dex Media East Amended and Restated Credit Facility
|
515,767
|
|
25,108
|
|
540,875
|
|
|||
Dex Media West Amended and Restated Credit Facility
|
498,156
|
|
5,076
|
|
503,232
|
|
|||
Dex One Senior Subordinated Notes
|
219,708
|
|
—
|
|
219,708
|
|
|||
Total
|
$
|
2,009,638
|
|
$
|
36,677
|
|
$
|
2,046,315
|
|
•
|
$62.4 million in net income.
|
•
|
$139.6 million in net gains on the Debt Repurchases.
|
•
|
$460.7 million of net non-cash items primarily consisting of $418.7 million of depreciation and amortization, $32.6 million in bad debt provision, $7.1 million in deferred income taxes and $4.6 million of stock-based compensation expense, partially offset by a decrease in interest expense of $2.3 million associated with the change in fair value of our interest rate swaps and interest rate caps.
|
•
|
$2.4 million in other net items, primarily consisting of adjustments related to our benefit plans of $16.5 million, cash payments associated with our proposed merger with SuperMedia of $9.5 million and cash payments associated with the Debt Repurchases of $2.7 million, partially offset by the amortization of debt fair value adjustments resulting from our adoption of fresh start accounting of $24.5 million and amortization of deferred financing costs associated with the Credit Facility Repurchases of $1.7 million.
|
•
|
$11.8 million in merger transaction and integration expenses.
|
•
|
$69.9 million net use of cash from a decrease in deferred directory revenues of $114.2 million, offset by a decrease in accounts receivable of $44.3 million, primarily due to lower advertising sales, improved collections and timing of billings. The change in deferred revenues and accounts receivable are analyzed together given the fact that when a directory is published, the annual billable value of that directory is initially deferred and unbilled accounts receivable are established. Each month thereafter, typically one twelfth of the billing value is recognized as revenues and billed to customers.
|
•
|
$46.4 million net source of cash from a decrease in other assets, primarily resulting from a $32.8 million decrease in deferred commissions, print, paper and delivery costs and a $13.6 million decrease in prepaid directory costs resulting from lower advertising sales, cost cutting initiatives and publication seasonality.
|
•
|
$23.1 million net use of cash from a decrease in accounts payable and accrued liabilities, consisting of a $15.6 million decrease in accrued liabilities, primarily due to payments associated with severance accruals, declines in accruals for print and delivery expenses due to lower advertising sales, cost cutting initiatives and publication seasonality, and the change in fair value of our interest rate swaps, a $15.1 decrease in trade accounts payable due to improved timing of vendor payments, partially offset by an increase in accrued interest payable of $7.6 million primarily due to the Company's election to make PIK interest payments on the Dex One Senior Subordinated Notes.
|
•
|
$2.2 million increase in other non-current liabilities
primarily due to increases in our benefit plans' long-term liabilities and the change in fair value of our interest rate swaps, partially offset by changes in deferred income taxes.
|
•
|
$400.9 million in long-term debt repurchases and repayments;
|
•
|
$10.8 million in debt issuance costs and other financing items; and
|
•
|
$0.2 million in the decreased balance of checks not yet presented for payment.
|
•
|
$(519.0) million in net loss, which includes the goodwill impairment charge, offset by the impact of the tax benefit recognized during the year ended December 31, 2011.
|
•
|
$692.4 million of net non-cash items consisting of the goodwill impairment charge of $801.1 million, offset by $(108.7) million in deferred income taxes, which includes the tax impact of the goodwill impairment charge.
|
•
|
$334.8 million of other net non-cash items primarily consisting of $251.8 million of depreciation and amortization, $52.3 million in bad debt provision, $25.0 million of restructuring expenses, $4.3 million in other items, primarily consisting of the amortization of debt fair value adjustments resulting from our adoption of fresh start accounting of $27.8 million, partially offset by adjustments related to our pension plans of $21.7 million, $4.8 million of stock-based compensation expense and a decrease in interest expense of $3.4 million associated with the change in fair value of our interest rate swaps and caps.
|
•
|
$13.4 million gain on the sale of substantially all net assets of Business.com.
|
•
|
$61.3 million net use of cash from a decrease in deferred directory revenues of $78.5 million, offset by a decrease in accounts receivable of $17.2 million, primarily due to lower advertising sales.
|
•
|
$38.0 million net source of cash from a decrease in other assets, consisting of a $24.7 million decrease in prepaid directory costs resulting from publication seasonality and a $13.3 million decrease in other current and non-current assets, primarily relating to deferred commissions, print, paper and delivery costs, as well as changes in the fair value of our interest rate caps.
|
•
|
$27.9 million net use of cash from a decrease in accounts payable and accrued liabilities, consisting of a $30.4 million decrease in accrued liabilities, primarily due to payments associated with the Restructuring Actions and the change in fair value of our interest rate swaps, as well as a decrease in accrued interest payable of $1.7 million, offset by a $4.2 million increase in trade accounts payable.
|
•
|
$30.3 million decrease in other non-current liabilities
primarily resulting from deferred income taxes and the change in fair value of our interest rate swaps.
|
•
|
$254.6
million in principal payments on our Credit Facilities;
|
•
|
$0.5 million provided by other net financing items; and
|
•
|
$16.6
million in the decreased balance of checks not yet presented for payment.
|
|
Payments Due by Period
|
||||||||||||||||||
(amounts in millions)
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than 5
Years
|
||||||||||
Principal Payments on Long-Term Debt
(1)
|
$
|
2,122.7
|
|
|
$
|
281.6
|
|
|
$
|
1,545.1
|
|
|
$
|
296.0
|
|
|
$
|
—
|
|
Interest on Long-Term Debt
(2)
|
280.7
|
|
|
128.8
|
|
|
125.9
|
|
|
26.0
|
|
|
—
|
|
|||||
Operating Leases
(3)
|
42.9
|
|
|
16.4
|
|
|
20.7
|
|
|
5.7
|
|
|
0.1
|
|
|||||
Unconditional Purchase Obligations
(4)
|
48.7
|
|
|
24.0
|
|
|
17.2
|
|
|
7.5
|
|
|
—
|
|
|||||
Other Long-Term Liabilities
(5)
|
161.8
|
|
|
16.8
|
|
|
33.5
|
|
|
33.1
|
|
|
78.4
|
|
|||||
Total
|
$
|
2,656.8
|
|
|
$
|
467.6
|
|
|
$
|
1,742.4
|
|
|
$
|
368.3
|
|
|
$
|
78.5
|
|
(1)
|
Included in our debt obligations are scheduled principal amounts owed under the Credit Facilities and the Dex One Senior Subordinated Notes as of
December 31, 2012
, including an estimate of additional debt repayments resulting from cash flow sweep requirements under our Credit Facilities and assumes the issuance of additional Dex One Senior Subordinated Notes as a result of the Company's election to make PIK interest payments until maturity.
|
(2)
|
Interest on debt represents cash interest payment obligations assuming all indebtedness as of
December 31, 2012
will be paid in accordance with its contractual maturity, assumes interest rates on variable interest debt as of
December 31, 2012
will remain unchanged in future periods, reflects the impact on interest payments resulting from an estimate of additional debt repayments due to cash flow sweep requirements under our Credit Facilities, as well as the impact on interest payments as a result of the Company's election to make PIK interest payments until maturity.
Please refer to “Liquidity and Capital Resources” for interest rates on the Credit Facilities and the Dex One Senior Subordinated Notes.
|
(3)
|
We enter into operating leases in the normal course of business. Substantially all lease agreements have fixed payment terms. Some lease agreements provide us with renewal or early termination options. Our future operating lease obligations would change if we exercised these renewal or early termination options and if we entered into additional operating lease agreements. The amounts in the table assume we do not exercise any such renewal or early termination options.
|
(4)
|
We are obligated to pay an outsource service provider approximately $30.0 million over the years 2012 through 2017 for datacenter / server assessment, migration and ongoing management and administration services. As of
December 31, 2012
, approximately $25.5 million remains outstanding under this obligation. We are also obligated to pay an IT outsource service provider approximately $22.0 million over the years 2012 through 2015 for software licensing and related services. As of
December 31, 2012
, approximately $13.4 million remains outstanding under this obligation. Under an Internet Yellow Pages Reseller Agreement, we are obligated to pay YP $9.8 million in 2013.
|
(5)
|
We have defined benefit plans covering substantially all employees. Our funding policy is to contribute an amount at least equal to the minimum legal funding requirement. Based on past performance and the uncertainty of the dollar amounts to be paid, if any, we have excluded such amounts from the above table. See Item 8, “Financial Statements and Supplementary Data” – Note 9, “Benefit Plans” for information related to our benefit plans. Those expected future benefit payments, including administrative expenses, net of employee contributions, are included in the table above. We expect to make contributions of approximately $4.7 million to our pension plans in 2013.
|
Effective Dates
|
Notional Amount
|
|
Pay Rates
|
Maturity Dates
|
||
(amounts in millions)
|
|
|
|
|
||
February 26, 2010
|
$
|
100
|
|
(1)
|
1.796%
|
February 28, 2013
|
March 5, 2010
|
100
|
|
(1)
|
1.688%
|
January 31, 2013
|
|
March 10, 2010
|
100
|
|
(1)
|
1.75%
|
January 31, 2013
|
|
Total
|
$
|
300
|
|
|
|
|
Effective Dates
|
Notional Amount
|
|
Cap Rates
|
Maturity Dates
|
||
(amounts in millions)
|
|
|
|
|
||
February 26, 2010
|
$
|
100
|
|
(2)
|
3.5%
|
February 28, 2013
|
March 8, 2010
|
100
|
|
(2)
|
3.5%
|
January 31, 2013
|
|
Total
|
$
|
200
|
|
|
|
|
DEX ONE CORPORATION
|
|
|
|
DEX ONE CORPORATION
CONSOLIDATED BALANCE SHEETS
|
||||||
|
December 31,
|
|||||
(in thousands, except share data)
|
2012
|
2011
|
||||
Assets
|
|
|
||||
Current Assets
|
|
|
||||
Cash and cash equivalents
|
$
|
172,040
|
|
$
|
257,939
|
|
Accounts receivable:
|
|
|
||||
Billed
|
118,479
|
|
161,980
|
|
||
Unbilled
|
442,085
|
|
497,422
|
|
||
Allowance for doubtful accounts
|
(31,770
|
)
|
(53,696
|
)
|
||
Net accounts receivable
|
528,794
|
|
605,706
|
|
||
Deferred directory costs
|
100,312
|
|
130,744
|
|
||
Short-term deferred income taxes, net
|
39,447
|
|
67,793
|
|
||
Prepaid expenses and other current assets
|
37,356
|
|
51,384
|
|
||
Total current assets
|
877,949
|
|
1,113,566
|
|
||
|
|
|
||||
Fixed assets and computer software, net
|
105,079
|
|
151,545
|
|
||
Other non‑current assets
|
19,737
|
|
13,001
|
|
||
Intangible assets, net
|
1,832,653
|
|
2,182,092
|
|
||
Total Assets
|
$
|
2,835,418
|
|
$
|
3,460,204
|
|
|
|
|
||||
Liabilities and Shareholders' Equity (Deficit)
|
|
|
||||
Current Liabilities
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
95,471
|
|
$
|
126,158
|
|
Accrued interest
|
18,885
|
|
29,245
|
|
||
Deferred revenues
|
529,854
|
|
644,101
|
|
||
Current portion of long-term debt
|
2,009,638
|
|
326,300
|
|
||
Total current liabilities
|
2,653,848
|
|
1,125,804
|
|
||
|
|
|
||||
Long-term debt
|
—
|
|
2,184,057
|
|
||
Deferred income taxes, net
|
54,223
|
|
75,492
|
|
||
Other non-current liabilities
|
86,738
|
|
84,718
|
|
||
Total Liabilities
|
2,794,809
|
|
3,470,071
|
|
||
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
||
|
|
|
||||
Shareholders' Equity (Deficit)
|
|
|
||||
Common stock, par value $.001 per share, authorized – 300,000,000 shares; issued and outstanding – 50,884,940 shares at December 31, 2012 and 50,233,617 shares at December 31, 2011
|
50
|
|
50
|
|
||
Additional paid-in capital
|
1,464,593
|
|
1,460,057
|
|
||
Accumulated deficit
|
(1,380,155
|
)
|
(1,442,556
|
)
|
||
Accumulated other comprehensive loss
|
(43,879
|
)
|
(27,418
|
)
|
||
Total shareholders' equity (deficit)
|
40,609
|
|
(9,867
|
)
|
||
Total Liabilities and Shareholders' Equity (Deficit)
|
$
|
2,835,418
|
|
$
|
3,460,204
|
|
DEX ONE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
||||||||||||
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
(in thousands, except per share data)
|
2012
|
2011
|
||||||||||
|
|
|
|
|
||||||||
Net revenues
|
$
|
1,300,009
|
|
$
|
1,480,623
|
|
$
|
830,887
|
|
$
|
160,372
|
|
Expenses:
|
|
|
|
|
||||||||
Production and distribution expenses (exclusive of depreciation and amortization shown separately below)
|
283,651
|
|
287,210
|
|
213,251
|
|
26,949
|
|
||||
Selling and support expenses
|
344,540
|
|
426,808
|
|
386,102
|
|
40,866
|
|
||||
General and administrative expenses
|
127,437
|
|
144,134
|
|
148,845
|
|
8,322
|
|
||||
Depreciation and amortization
|
418,652
|
|
251,764
|
|
217,679
|
|
20,161
|
|
||||
Impairment charges
|
—
|
|
801,074
|
|
1,159,266
|
|
—
|
|
||||
Total expenses
|
1,174,280
|
|
1,910,990
|
|
2,125,143
|
|
96,298
|
|
||||
Operating income (loss)
|
125,729
|
|
(430,367
|
)
|
(1,294,256
|
)
|
64,074
|
|
||||
Gain on debt repurchases, net
|
139,555
|
|
—
|
|
—
|
|
—
|
|
||||
Gain on sale of assets, net
|
—
|
|
13,437
|
|
—
|
|
—
|
|
||||
Interest expense, net
|
(195,959
|
)
|
(226,792
|
)
|
(249,451
|
)
|
(19,656
|
)
|
||||
Income (loss) before reorganization items, net and income taxes
|
69,325
|
|
(643,722
|
)
|
(1,543,707
|
)
|
44,418
|
|
||||
Reorganization items, net
|
—
|
|
—
|
|
—
|
|
7,793,132
|
|
||||
Income (loss) before income taxes
|
69,325
|
|
(643,722
|
)
|
(1,543,707
|
)
|
7,837,550
|
|
||||
(Provision) benefit for income taxes
|
(6,924
|
)
|
124,758
|
|
620,115
|
|
(917,541
|
)
|
||||
Net income (loss)
|
62,401
|
|
(518,964
|
)
|
(923,592
|
)
|
6,920,009
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
||||||||
Benefit plans adjustment, net of tax provision (benefit) of $--, $--, $(3,504) and $-- for the years ended December 31, 2012 and 2011, eleven months ended December 31, 2010 and one month ended January 31, 2010, respectively
|
(16,461
|
)
|
(21,653
|
)
|
(5,765
|
)
|
(4,535
|
)
|
||||
Amortization of gain on interest rate swaps, net of tax provision of $ -- for the one month ended January 31, 2010
|
—
|
|
—
|
|
—
|
|
1,083
|
|
||||
Total other comprehensive income (loss)
|
(16,461
|
)
|
(21,653
|
)
|
(5,765
|
)
|
(3,452
|
)
|
||||
Comprehensive income (loss)
|
$
|
45,940
|
|
$
|
(540,617
|
)
|
$
|
(929,357
|
)
|
$
|
6,916,557
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
||||||||
Basic
|
$
|
1.23
|
|
$
|
(10.35
|
)
|
$
|
(18.46
|
)
|
$
|
100.27
|
|
Diluted
|
$
|
1.23
|
|
$
|
(10.35
|
)
|
$
|
(18.46
|
)
|
$
|
100.21
|
|
|
|
|
|
|
||||||||
Shares used in computing earnings (loss) per share:
|
|
|
|
|
||||||||
Basic
|
50,643
|
|
50,144
|
|
50,020
|
|
69,013
|
|
||||
Diluted
|
50,653
|
|
50,144
|
|
50,020
|
|
69,052
|
|
DEX ONE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
(in thousands)
|
2012
|
2011
|
||||||||||
Cash Flows from Operating Activities
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
62,401
|
|
$
|
(518,964
|
)
|
$
|
(923,592
|
)
|
$
|
6,920,009
|
|
Reconciliation of net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Gain on debt repurchases, net
|
(139,555
|
)
|
—
|
|
—
|
|
—
|
|
||||
Impairment charges
|
—
|
|
801,074
|
|
1,159,266
|
|
—
|
|
||||
Depreciation and amortization
|
418,652
|
|
251,764
|
|
217,679
|
|
20,161
|
|
||||
Deferred income tax provision (benefit)
|
7,078
|
|
(108,708
|
)
|
(617,606
|
)
|
916,921
|
|
||||
Reduction in goodwill
|
—
|
|
—
|
|
158,427
|
|
—
|
|
||||
Restructuring expenses
|
—
|
|
25,019
|
|
17,858
|
|
—
|
|
||||
Provision for bad debts
|
32,602
|
|
52,296
|
|
16,364
|
|
7,822
|
|
||||
Gain on sale of assets, net
|
—
|
|
(13,437
|
)
|
—
|
|
—
|
|
||||
Merger transaction and integration expenses
|
11,821
|
|
—
|
|
—
|
|
—
|
|
||||
Stock-based compensation expense
|
4,590
|
|
4,842
|
|
4,489
|
|
613
|
|
||||
Change in fair value of interest rate swaps and interest rate caps
|
(2,276
|
)
|
(3,368
|
)
|
8,195
|
|
2,298
|
|
||||
Other items, net
|
(2,350
|
)
|
4,292
|
|
24,118
|
|
(2,762
|
)
|
||||
Non-cash reorganization items, net
|
—
|
|
—
|
|
—
|
|
(7,830,144
|
)
|
||||
Changes in assets and liabilities:
|
|
|
|
|
||||||||
Decrease in accounts receivable
|
44,311
|
|
17,211
|
|
62,171
|
|
19,847
|
|
||||
Decrease (increase) in other assets
|
46,397
|
|
37,953
|
|
(142,325
|
)
|
10,690
|
|
||||
(Decrease) increase in accounts payable and accrued liabilities
|
(23,123
|
)
|
(27,905
|
)
|
(4,999
|
)
|
9,611
|
|
||||
(Decrease) increase in deferred revenue
|
(114,247
|
)
|
(78,466
|
)
|
701,602
|
|
(36,773
|
)
|
||||
Increase (decrease) in other non-current liabilities
|
2,177
|
|
(30,289
|
)
|
(169,288
|
)
|
33,448
|
|
||||
Net cash provided by operating activities
|
348,478
|
|
413,314
|
|
512,359
|
|
71,741
|
|
||||
|
|
|
|
|
||||||||
Cash Flows from Investing Activities
|
|
|
|
|
||||||||
Additions to fixed assets and computer software
|
(22,589
|
)
|
(28,085
|
)
|
(36,527
|
)
|
(1,766
|
)
|
||||
Proceeds from sale of assets
|
104
|
|
15,553
|
|
926
|
|
—
|
|
||||
Net cash used in investing activities
|
(22,485
|
)
|
(12,532
|
)
|
(35,601
|
)
|
(1,766
|
)
|
||||
|
|
|
|
|
||||||||
Cash Flows from Financing Activities
|
|
|
|
|
||||||||
Long-term debt repurchases and repayments
|
(400,853
|
)
|
(254,635
|
)
|
(556,637
|
)
|
(511,272
|
)
|
||||
Debt issuance costs and other financing items, net
|
(10,812
|
)
|
497
|
|
(1,233
|
)
|
(22,096
|
)
|
||||
(Decrease) increase in checks not yet presented for payment
|
(227
|
)
|
(16,557
|
)
|
9,509
|
|
(3,092
|
)
|
||||
Net cash used in financing activities
|
(411,892
|
)
|
(270,695
|
)
|
(548,361
|
)
|
(536,460
|
)
|
||||
|
|
|
|
|
||||||||
(Decrease) increase in cash and cash equivalents
|
(85,899
|
)
|
130,087
|
|
(71,603
|
)
|
(466,485
|
)
|
||||
Cash and cash equivalents, beginning of period
|
257,939
|
|
127,852
|
|
199,455
|
|
665,940
|
|
||||
Cash and cash equivalents, end of period
|
$
|
172,040
|
|
$
|
257,939
|
|
$
|
127,852
|
|
$
|
199,455
|
|
Supplemental Information:
|
|
|
|
|
||||||||
Cash interest, net
|
$
|
164,790
|
|
$
|
204,137
|
|
$
|
182,176
|
|
$
|
15,460
|
|
Cash income taxes, net
|
$
|
2,103
|
|
$
|
11,009
|
|
$
|
311
|
|
$
|
—
|
|
Non-cash Financing Activities:
|
|
|
|
|
||||||||
Reduction of debt from debt repurchases
|
$
|
(144,315
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Issuance of Dex One Senior Subordinated Notes in lieu of cash interest payments
|
$
|
17,930
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|||||||||||||||||||||||
(in thousands)
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Accumulated Deficit
|
|
Treasury
Stock
|
|
Accumulated Other Comprehensive
Loss
|
|
Total Shareholders’ Equity (Deficit)
|
||||||||||||
Balance, December 31, 2009 (Predecessor Company)
|
$
|
88,169
|
|
|
$
|
2,442,549
|
|
|
$
|
(9,137,160
|
)
|
|
$
|
(256,114
|
)
|
|
$
|
(56,492
|
)
|
|
$
|
(6,919,048
|
)
|
Net income
|
—
|
|
|
—
|
|
|
6,920,009
|
|
|
—
|
|
|
—
|
|
|
6,920,009
|
|
||||||
Compensatory stock awards
|
—
|
|
|
613
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
613
|
|
||||||
Other adjustments
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
103
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,452
|
)
|
|
(3,452
|
)
|
||||||
Cancellation of Predecessor Company common stock
|
(88,169
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,169
|
)
|
||||||
Elimination of Predecessor Company additional paid-in capital, accumulated deficit, treasury stock and accumulated other comprehensive loss
|
—
|
|
|
(2,443,059
|
)
|
|
2,217,151
|
|
|
256,011
|
|
|
59,944
|
|
|
90,047
|
|
||||||
Balance, January 31, 2010 (Predecessor Company)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of Successor Company common stock
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
Establishment of Successor Company additional paid-in capital
|
—
|
|
|
1,450,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,450,734
|
|
||||||
Balance, February 1, 2010 (Successor Company)
|
50
|
|
|
1,450,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,450,784
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
(923,592
|
)
|
|
—
|
|
|
—
|
|
|
(923,592
|
)
|
||||||
Compensatory stock awards
|
—
|
|
|
4,489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,489
|
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,765
|
)
|
|
(5,765
|
)
|
||||||
Balance, December 31, 2010 (Successor Company)
|
50
|
|
|
1,455,223
|
|
|
(923,592
|
)
|
|
—
|
|
|
(5,765
|
)
|
|
525,916
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
(518,964
|
)
|
|
—
|
|
|
—
|
|
|
(518,964
|
)
|
||||||
Compensatory stock awards
|
—
|
|
|
4,842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,842
|
|
||||||
Other adjustments
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,653
|
)
|
|
(21,653
|
)
|
||||||
Balance, December 31, 2011 (Successor Company)
|
50
|
|
|
1,460,057
|
|
|
(1,442,556
|
)
|
|
—
|
|
|
(27,418
|
)
|
|
(9,867
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
62,401
|
|
|
—
|
|
|
—
|
|
|
62,401
|
|
||||||
Compensatory stock awards
|
—
|
|
|
4,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,590
|
|
||||||
Other adjustments
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,461
|
)
|
|
(16,461
|
)
|
||||||
Balance, December 31, 2012 (Successor Company)
|
$
|
50
|
|
|
$
|
1,464,593
|
|
|
$
|
(1,380,155
|
)
|
|
$
|
—
|
|
|
$
|
(43,879
|
)
|
|
$
|
40,609
|
|
|
Year Ended December 31, 2012
|
||
Dex One Senior Subordinated Notes (repurchased at 27% of par)
|
$
|
98,222
|
|
Total purchase price
|
(26,520
|
)
|
|
Fees associated with the Note Repurchases
|
(910
|
)
|
|
Net gain on Note Repurchases
|
$
|
70,792
|
|
•
|
Persuasive evidence of an arrangement exists
: This criterion is satisfied with the execution of a signed contract between the Company and our client. This contract includes specifications that must be adhered to over the term of the agreement by both parties.
|
•
|
Delivery has occurred
: This criterion is satisfied for our print marketing solutions when physical distribution of a given print directory is substantially complete. This criterion is satisfied for our Internet-based marketing solutions upon fulfillment.
|
•
|
The fee is fixed or determinable
: This criterion is satisfied with the execution of a signed contract between the Company and our client including the final negotiated price.
|
•
|
Collectability is reasonably assured
: This criterion is satisfied by performing credit evaluations of our customers before the signed contract is executed or by requiring our customers to prepay in full for our marketing solutions. Reasonable assurance of collection is also evidenced by a review of the client’s payment history.
|
•
|
The delivered item(s) has value to the customer on a stand-alone basis; and
|
•
|
If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company.
|
•
|
Historical financial information, including revenue, profit margins, customer attrition data and price premiums enjoyed relative to competing independent publishers;
|
•
|
Long-term financial projections, including, but not limited to, revenue trends and profit margin trends;
|
•
|
Intangible asset and other long-lived asset carrying values and any changes in current and future use;
|
•
|
Trading values of our debt and equity securities; and
|
•
|
Other Company-specific information.
|
|
Directory Services Agreements
|
Local Customer Relationships
|
National Customer Relationships
|
Trade Names and Trademarks
|
Technology, Advertising Commitments & Other
|
Total
|
||||||||||||
Gross intangible assets carrying value
|
$
|
1,330,000
|
|
$
|
560,000
|
|
$
|
175,000
|
|
$
|
380,000
|
|
$
|
85,500
|
|
$
|
2,530,500
|
|
Accumulated amortization
|
(362,865
|
)
|
(170,746
|
)
|
(46,087
|
)
|
(84,508
|
)
|
(33,641
|
)
|
(697,847
|
)
|
||||||
Net intangible assets
|
$
|
967,135
|
|
$
|
389,254
|
|
$
|
128,913
|
|
$
|
295,492
|
|
$
|
51,859
|
|
$
|
1,832,653
|
|
Intangible Asset
|
Remaining Weighted Average Useful Lives
|
Amortization Methodology
|
Directory services agreements
|
9 years
|
Income forecast method
(1)
|
Local customer relationships
|
8 years
|
Income forecast method
(1)
|
National customer relationships
|
8 years
|
Income forecast method
(1)
|
Trade names and trademarks
|
8 years
|
Straight-line method
|
Technology, advertising commitments and other
|
5 years
|
Income forecast method
(1)
|
(1)
|
These identifiable intangible assets are being amortized under the income forecast method, which assumes the value derived from these intangible assets is greater in the earlier years and steadily declines over time.
|
Intangible Asset
|
Previous Weighted Average
Useful Lives
|
Revised Weighted Average
Useful Lives
|
Directory services agreements
|
25 years
|
10 years
|
Local customer relationships
|
13 years
|
9 years
|
National customer relationships
|
24 years
|
9 years
|
Tradenames and trademarks
|
13 years
|
9 years
|
|
Directory Services Agreements
|
Local Customer Relationships
|
National Customer Relationships
|
Trade Names and Trademarks
|
Technology, Advertising Commitments & Other
|
Total
|
||||||||||||
Gross intangible assets carrying value
|
$
|
1,330,000
|
|
$
|
560,000
|
|
$
|
175,000
|
|
$
|
380,000
|
|
$
|
85,500
|
|
$
|
2,530,500
|
|
Accumulated amortization
|
(166,665
|
)
|
(98,312
|
)
|
(21,500
|
)
|
(43,352
|
)
|
(18,579
|
)
|
(348,408
|
)
|
||||||
Net intangible assets
|
$
|
1,163,335
|
|
$
|
461,688
|
|
$
|
153,500
|
|
$
|
336,648
|
|
$
|
66,921
|
|
$
|
2,182,092
|
|
Balance at February 1, 2010
|
|
|
$
|
2,097,124
|
|
|
Goodwill impairment charges during 2010
|
(1,137,623
|
)
|
|
|
||
Reduction in goodwill during 2010
|
(158,427
|
)
|
|
|
||
Total adjustment to goodwill during 2010
|
|
|
(1,296,050
|
)
|
||
Goodwill impairment charge during the second quarter of 2011
|
|
|
(801,074
|
)
|
||
Balance at December 31, 2011
|
|
|
$
|
—
|
|
|
December 31,
|
|||||
|
2012
|
2011
|
||||
Computer software
|
$
|
200,587
|
|
$
|
181,488
|
|
Computer equipment
|
2,156
|
|
2,161
|
|
||
Machinery and equipment
|
32,645
|
|
31,646
|
|
||
Furniture and fixtures
|
11,607
|
|
13,930
|
|
||
Leasehold improvements
|
18,995
|
|
19,896
|
|
||
Land and buildings
|
1,775
|
|
1,775
|
|
||
Construction in Process – Computer software and equipment
|
7,114
|
|
9,541
|
|
||
Total cost
|
274,879
|
|
260,437
|
|
||
Less accumulated depreciation and amortization
|
(169,800
|
)
|
(108,892
|
)
|
||
Net fixed assets and computer software
|
$
|
105,079
|
|
$
|
151,545
|
|
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
|
2012
|
2011
|
||||||||||
Depreciation of fixed assets
|
$
|
16,188
|
|
$
|
17,073
|
|
$
|
15,486
|
|
$
|
1,416
|
|
Amortization of computer software
|
53,026
|
|
47,627
|
|
35,191
|
|
3,188
|
|
||||
Total depreciation and amortization on fixed assets and computer software
|
$
|
69,214
|
|
$
|
64,700
|
|
$
|
50,677
|
|
$
|
4,604
|
|
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
|
2012
|
2011
|
||||||||||
Basic EPS
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
62,401
|
|
$
|
(518,964
|
)
|
$
|
(923,592
|
)
|
$
|
6,920,009
|
|
Weighted average common shares outstanding
|
50,643
|
|
50,144
|
|
50,020
|
|
69,013
|
|
||||
Basic EPS
|
$
|
1.23
|
|
$
|
(10.35
|
)
|
$
|
(18.46
|
)
|
$
|
100.27
|
|
|
|
|
|
|
||||||||
Diluted EPS
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
62,401
|
|
$
|
(518,964
|
)
|
$
|
(923,592
|
)
|
$
|
6,920,009
|
|
Weighted average common shares outstanding
|
50,643
|
|
50,144
|
|
50,020
|
|
69,013
|
|
||||
Dilutive effect of stock awards
|
10
|
|
—
|
|
—
|
|
39
|
|
||||
Weighted average diluted shares outstanding
|
50,653
|
|
50,144
|
|
50,020
|
|
69,052
|
|
||||
Diluted EPS
|
$
|
1.23
|
|
$
|
(10.35
|
)
|
$
|
(18.46
|
)
|
$
|
100.21
|
|
•
|
Level 1 – Unadjusted quoted market prices in active markets for identical assets and liabilities.
|
•
|
Level 2 – Observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions, or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 – Prices or valuations that require inputs that are both significant to the measurement and unobservable.
|
|
Fair Value Measurements Using Significant Other Observable Inputs (Level 2)
|
|||||
Derivatives:
|
December 31, 2012
|
December 31, 2011
|
||||
Interest Rate Swap – Liabilities
|
$
|
(413
|
)
|
$
|
(2,694
|
)
|
Interest Rate Cap – Assets
|
$
|
—
|
|
$
|
5
|
|
3.
|
Fresh Start Accounting and Reorganization Items, Net
|
|
Predecessor Company
|
||
|
One Month Ended January 31, 2010
|
||
Liabilities subject to compromise
(1)
|
$
|
6,352,813
|
|
Issuance of new Dex One common stock (par value)
(2)
|
(50
|
)
|
|
Dex One additional paid-in capital established in fresh start accounting
(2)
|
(1,450,734
|
)
|
|
Issuance of Dex One Senior Subordinated Notes
(3)
|
(300,000
|
)
|
|
Reclassified into other balance sheet liability accounts
(4)
|
(39,471
|
)
|
|
Professional fees and other
(5)
|
(38,403
|
)
|
|
Gain on reorganization / settlement of liabilities subject to compromise
|
4,524,155
|
|
|
|
|
||
Fresh start accounting adjustments:
|
|
||
Goodwill
(6)
|
2,097,124
|
|
|
Write off of deferred revenue and deferred directory costs
(7)
|
655,555
|
|
|
Fair value adjustment to intangible assets
(8)
|
415,132
|
|
|
Fair value adjustment to the amended and restated credit facilities
(9)
|
120,245
|
|
|
Fair value adjustment to fixed assets and computer software
(8)
|
49,814
|
|
|
Write-off of deferred financing costs
(10)
|
(48,443
|
)
|
|
Other fresh start accounting adjustments
(11)
|
(20,450
|
)
|
|
Total fresh start accounting adjustments
|
3,268,977
|
|
|
Total reorganization items, net
|
$
|
7,793,132
|
|
(1)
|
Liabilities subject to compromise generally refer to pre-petition obligations, secured or unsecured, that may be impaired by a plan of reorganization. FASB ASC 852 requires such liabilities, including those that became known after filing the Chapter 11 petitions, be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The table below identifies the principal categories of liabilities subject to compromise at January 31, 2010, which subsequently were discharged under the Plan:
|
Predecessor Company senior notes, senior discount notes and senior subordinated notes (“Notes in Default”)
|
$
|
6,071,756
|
|
Accrued interest
|
241,585
|
|
|
Tax related liabilities
|
28,845
|
|
|
Accounts payable and accrued liabilities
|
10,627
|
|
|
Total liabilities subject to compromise
|
$
|
6,352,813
|
|
(2)
|
On the Effective Date, the Company issued an aggregate amount of
50.0 million
shares of new common stock, par value
$.001
per share, and established additional paid-in capital of
$1.5 billion
based on the fair value of equity less the par value of Dex One common stock.
|
(3)
|
On the Effective Date and in accordance with the Plan, we issued the Dex One Senior Subordinated Notes to the holders of the Dex Media West
8.5%
Senior Notes due 2010 and
5.875%
Senior Notes due 2011 on a pro rata basis in addition to their share of the reorganized Dex One equity.
|
(4)
|
Represents liabilities originally classified as liabilities subject to compromise that were assumed under the Plan and reclassified to liabilities not subject to compromise.
|
(5)
|
The Predecessor Company incurred professional fees associated with filing the Chapter 11 petitions of
$30.6 million
during the one month ended January 31, 2010, of which
$22.7 million
were paid in cash during the one month ended January 31, 2010. Professional fees included financial, legal and valuation services directly associated with the reorganization process. During the one month ended January 31, 2010, the Predecessor Company did not receive any operating cash receipts resulting from the filing of the Chapter 11 petitions.
|
(6)
|
The excess reorganization value over the fair value of identified tangible and intangible assets of
$2.1 billion
was recorded as goodwill. See “Enterprise Value / Reorganization Value Determination” below for additional information.
|
(7)
|
The adoption of fresh start accounting had a significant impact on the results of operations of the Company commencing on the Fresh Start Reporting Date. As a result of the deferral and amortization method of revenue recognition, recognized advertising revenues reflect the amortization of advertising sales consummated in prior periods as well as in the current period. Fresh start accounting precluded us from recognizing substantially all of our deferred advertising revenue of
$791.0 million
and all of the related deferred directory costs of
$135.5 million
based on the minimal obligations we had subsequent to the Fresh Start Reporting Date associated with advertising sales fulfilled prior to the Fresh Start Reporting Date.
|
(8)
|
The determination of the fair value of our intangible assets resulted in a
$415.1 million
net increase in intangible assets on the reorganized condensed consolidated balance sheet at January 31, 2010. The determination of the fair value of our fixed assets and computer software resulted in a
$49.8 million
net increase in fixed assets and computer software on the reorganized condensed consolidated balance sheet at January 31, 2010.
|
(9)
|
In conjunction with our adoption of fresh start accounting, an adjustment was established to record our outstanding debt at fair value on the Fresh Start Reporting Date. A total discount of
$120.2 million
was recorded upon adoption of fresh start accounting associated with our Credit Facilities. See Note 2, “Summary of Significant Accounting Policies – Interest Expense and Deferred Financing Costs” and Note 5, “Long-Term Debt” for additional information.
|
(10)
|
As a result of fresh start accounting, deferred financing costs of
$48.4 million
associated with the Predecessor Company’s existing credit facilities were eliminated.
|
(11)
|
Represents various other fresh start accounting adjustments including adjustments to deferred rent and prepaid expenses and other current assets.
|
|
Restructuring Actions
|
||
Balance at February 1, 2010
|
$
|
—
|
|
Additions to reserve charged to earnings
|
18,586
|
|
|
Payments
|
(728
|
)
|
|
Balance at December 31, 2010
|
17,858
|
|
|
Additions to reserve charged to earnings
|
25,019
|
|
|
Payments
|
(31,905
|
)
|
|
Non-cash reduction in restructuring reserve
|
(3,005
|
)
|
|
Balance at December 31, 2011
|
7,967
|
|
|
Payments
|
(7,317
|
)
|
|
Balance at December 31, 2012
|
$
|
650
|
|
|
December 31, 2012
|
December 31, 2011
|
||||||||||
|
Fair Market Value
|
Carrying Value
|
Fair Market Value
|
Carrying Value
|
||||||||
RHDI Amended and Restated Credit Facility
|
$
|
528,461
|
|
$
|
776,007
|
|
$
|
333,892
|
|
$
|
947,211
|
|
Dex Media East Amended and Restated Credit Facility
|
360,005
|
|
515,767
|
|
294,026
|
|
651,582
|
|
||||
Dex Media West Amended and Restated Credit Facility
|
368,885
|
|
498,156
|
|
339,418
|
|
611,564
|
|
||||
Dex One Senior Subordinated Notes
|
73,053
|
|
219,708
|
|
66,750
|
|
300,000
|
|
||||
Total Dex One consolidated
|
1,330,404
|
|
2,009,638
|
|
1,034,086
|
|
2,510,357
|
|
||||
Less current portion
|
1,330,404
|
|
2,009,638
|
|
143,132
|
|
326,300
|
|
||||
Long-term debt
|
$
|
—
|
|
$
|
—
|
|
$
|
890,954
|
|
$
|
2,184,057
|
|
◦
|
The highest (subject to a floor of
4.00%
) of (i) the Prime Rate (as defined in the RHDI Amended and Restated Credit Facility), (ii) the Federal Funds Effective Rate (as defined in the RHDI Amended and Restated Credit Facility) plus
0.50%
, and (iii) one month LIBOR plus
1.00%
in each case, plus an interest rate margin for base rate loans. The interest rate margin for base rate loans is initially
5.25%
per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to
5.25%
per annum if RHDI’s consolidated leverage ratio is greater than or equal to
4.25
to 1.00, and equal to
5.00%
per annum if RHDI’s consolidated leverage ratio is less than
4.25
to 1.00; or
|
◦
|
The higher of (i) LIBOR rate and (ii)
3.00%
, in each case, plus an interest rate margin for Eurodollar loans. The interest rate margin for Eurodollar loans is initially
6.25%
per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to
6.25%
per annum if RHDI’s consolidated leverage ratio is greater than or equal to
4.25
to 1.00, and equal to
6.00%
per annum if RHDI’s consolidated leverage ratio is less than
4.25
to 1.00. RHDI may elect interest periods of
one
,
two
,
three
or
six
months for LIBOR borrowings.
|
◦
|
The highest of (i) the Prime Rate (as defined in the Dex Media East Amended and Restated Credit Facility), (ii) the Federal Funds Effective Rate (as defined in the Dex Media East Amended and Restated Credit Facility) plus
0.50%
, and (iii) one month LIBOR plus
1.00%
in each case, plus an interest rate margin for base rate loans. The interest rate margin for base rate loans is initially
1.50%
per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to
1.50%
per annum if DME Inc.’s consolidated leverage ratio is greater than or equal to
2.75
to 1.00, equal to
1.25%
per annum if DME Inc.’s consolidated leverage ratio is greater than or equal to
2.50
to 1.00 but less than
2.75
to 1.00 and equal to
1.00%
per annum if DME Inc.’s consolidated leverage ratio is less than
2.50
to 1.00; or
|
◦
|
The LIBOR rate plus an interest rate margin for Eurodollar loans. The interest rate margin for Eurodollar loans is initially
2.50%
per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to
2.50%
per annum if DME Inc.’s consolidated leverage ratio is greater than or equal to
2.75
to 1.00, equal to
2.25%
per annum if DME Inc.’s consolidated leverage ratio is greater than or equal to
2.50
to 1.00 but less than
2.75
to 1.00 and equal to
2.00%
per annum if DME Inc.’s consolidated leverage ratio is less than
2.50
to 1.00. DME Inc. may elect interest periods of
one
,
two
,
three
or
six
months for LIBOR borrowings.
|
◦
|
The highest (subject to a floor of
4.00%
) of (i) the Prime Rate (as defined in the Dex Media West Amended and Restated Credit Facility), (ii) the Federal Funds Effective Rate (as defined in the Dex Media West Amended and Restated Credit Facility) plus
0.50%
, and (iii) one month LIBOR plus
1.00%
in each case, plus an interest rate margin for base rate loans. The interest rate margin for base rate loans is initially
3.50%
per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to
3.50%
per annum if DMW Inc.’s consolidated leverage ratio is greater than or equal to
2.75
to 1.00, equal to
3.25%
per annum if DMW Inc.’s consolidated leverage ratio is greater than or equal to
2.50
to 1.00 but less than
2.75
to 1.00 and equal to
3.00%
per annum if DMW Inc.’s consolidated leverage ratio is less than
2.50
to 1.00; or
|
◦
|
The higher of (i) LIBOR rate and (ii)
3.00%
, in each case, plus an interest rate margin for Eurodollar loans. The interest rate margin for Eurodollar loans is initially
4.50%
per annum, and such interest rate margin adjusts pursuant to a pricing grid that provides for a margin equal to
4.50%
per annum if DMW Inc.’s consolidated leverage ratio is greater than or equal to
2.75
to 1.00, equal to
4.25%
per annum if DMW Inc.’s consolidated leverage ratio is greater than or equal to
2.50
to 1.00 but less than
2.75
to 1.00 and equal to
4.00%
per annum if DMW Inc.’s consolidated leverage ratio is less than
2.50
to 1.00. DMW Inc. may elect interest periods of
one
,
two
,
three
or
six
months for LIBOR borrowings.
|
Redemption Year
|
Price
|
|
2013
|
101.000
|
%
|
2014 and thereafter
|
100.000
|
%
|
|
Carrying Value at December 31, 2012
|
Unamortized Fair Value Adjustments at December 31, 2012
|
Outstanding Debt at December 31, 2012 Excluding the Impact of Unamortized Fair Value Adjustments
|
||||||
RHDI Amended and Restated Credit Facility
|
$
|
776,007
|
|
$
|
6,493
|
|
$
|
782,500
|
|
Dex Media East Amended and Restated Credit Facility
|
515,767
|
|
25,108
|
|
540,875
|
|
|||
Dex Media West Amended and Restated Credit Facility
|
498,156
|
|
5,076
|
|
503,232
|
|
|||
Dex One Senior Subordinated Notes
|
219,708
|
|
—
|
|
219,708
|
|
|||
Total
|
$
|
2,009,638
|
|
$
|
36,677
|
|
$
|
2,046,315
|
|
Effective Dates
|
Notional Amount
|
|
Pay Rates
|
Maturity Dates
|
||
(amounts in millions)
|
|
|
|
|
||
February 26, 2010
|
$
|
100
|
|
(1)
|
1.796%
|
February 28, 2013
|
March 5, 2010
|
100
|
|
(1)
|
1.688%
|
January 31, 2013
|
|
March 10, 2010
|
100
|
|
(1)
|
1.75%
|
January 31, 2013
|
|
Total
|
$
|
300
|
|
|
|
|
Effective Dates
|
Notional Amount
|
|
Cap Rates
|
Maturity Dates
|
||
(amounts in millions)
|
|
|
|
|
||
February 26, 2010
|
$
|
100
|
|
(2)
|
3.5%
|
February 28, 2013
|
March 8, 2010
|
100
|
|
(2)
|
3.5%
|
January 31, 2013
|
|
Total
|
$
|
200
|
|
|
|
|
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
|
2012
|
2011
|
||||||||||
Current (provision) benefit
|
|
|
|
|
||||||||
Federal
|
$
|
4,689
|
|
$
|
18,955
|
|
$
|
(1,263
|
)
|
$
|
(600
|
)
|
State and local
|
(4,535
|
)
|
(2,905
|
)
|
3,772
|
|
(20
|
)
|
||||
Total current (provision) benefit
|
154
|
|
16,050
|
|
2,509
|
|
(620
|
)
|
||||
Deferred (provision) benefit
|
|
|
|
|
||||||||
Federal
|
(3,328
|
)
|
73,981
|
|
568,938
|
|
(792,162
|
)
|
||||
State and local
|
(3,750
|
)
|
34,727
|
|
48,668
|
|
(124,759
|
)
|
||||
Total deferred (provision) benefit
|
(7,078
|
)
|
108,708
|
|
617,606
|
|
(916,921
|
)
|
||||
(Provision) benefit for income taxes
|
$
|
(6,924
|
)
|
$
|
124,758
|
|
$
|
620,115
|
|
$
|
(917,541
|
)
|
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
|
2012
|
2011
|
||||||||||
Income (loss) before income taxes
|
$
|
69,325
|
|
$
|
(643,722
|
)
|
$
|
(1,543,707
|
)
|
$
|
7,837,550
|
|
Statutory federal tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
||||
State and local taxes, net of federal tax benefit
|
4.7
|
|
3.6
|
|
3.6
|
|
2.6
|
|
||||
Non-taxable fresh start adjustments
|
—
|
|
—
|
|
—
|
|
(28.0
|
)
|
||||
Non-deductible interest expenses
|
8.1
|
|
—
|
|
—
|
|
—
|
|
||||
Non-deductible impairment expenses
|
—
|
|
(27.5
|
)
|
(19.5
|
)
|
—
|
|
||||
Section 382 limitation
|
—
|
|
—
|
|
22.9
|
|
1.1
|
|
||||
Section 108 tax attribution reduction
|
(2.6
|
)
|
—
|
|
—
|
|
21.4
|
|
||||
Section 1245 recapture
|
14.5
|
|
12.6
|
|
—
|
|
—
|
|
||||
Change in valuation allowance
|
(56.2
|
)
|
(8.0
|
)
|
(2.3
|
)
|
(19.5
|
)
|
||||
Change in gross unrecognized tax benefits
|
—
|
|
2.9
|
|
—
|
|
—
|
|
||||
Change in state tax laws
|
4.0
|
|
—
|
|
—
|
|
—
|
|
||||
Other, net
|
2.5
|
|
0.8
|
|
0.5
|
|
(0.9
|
)
|
||||
Effective tax rate
|
10.0
|
%
|
19.4
|
%
|
40.2
|
%
|
11.7
|
%
|
|
December 31,
|
|||||
|
2012
|
2011
|
||||
Deferred tax assets:
|
|
|
||||
Allowance for doubtful accounts
|
$
|
14,081
|
|
$
|
23,259
|
|
Deferred and other compensation
|
9,090
|
|
6,413
|
|
||
Capital investments
|
6,240
|
|
6,255
|
|
||
Debt and other interest
|
898
|
|
1,008
|
|
||
Pension and other retirement benefits
|
29,465
|
|
29,001
|
|
||
Restructuring reserves
|
253
|
|
2,475
|
|
||
Net operating loss and credit carryforwards
|
434,106
|
|
500,481
|
|
||
Other, net
|
6,096
|
|
9,102
|
|
||
Total deferred tax assets
|
500,229
|
|
577,994
|
|
||
Valuation allowance
|
(123,786
|
)
|
(157,171
|
)
|
||
Net deferred tax assets
|
$
|
376,443
|
|
$
|
420,823
|
|
Deferred tax liabilities:
|
|
|
||||
Fixed assets and capitalized software
|
$
|
32,830
|
|
$
|
44,875
|
|
Goodwill and intangible assets
|
337,346
|
|
375,017
|
|
||
Deferred directory revenue and costs
|
1,936
|
|
—
|
|
||
Investment in subsidiaries
|
18,767
|
|
8,484
|
|
||
Other, net
|
340
|
|
146
|
|
||
Total deferred tax liabilities
|
$
|
391,219
|
|
$
|
428,522
|
|
Net deferred tax liability
|
$
|
(14,776
|
)
|
$
|
(7,699
|
)
|
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
|
2012
|
2011
|
||||||||||
Balance at beginning of period
|
$
|
5,942
|
|
$
|
20,954
|
|
$
|
390,872
|
|
$
|
298,001
|
|
Gross additions for tax positions related to the current year
|
—
|
|
7,029
|
|
693
|
|
95,555
|
|
||||
Gross reductions for tax positions related to the current year
|
—
|
|
—
|
|
(370,611
|
)
|
(2,684
|
)
|
||||
Gross reductions for tax positions related to prior years
|
(16
|
)
|
—
|
|
—
|
|
—
|
|
||||
Gross reductions for tax positions related to the lapse of applicable statute of limitations
|
—
|
|
(20,261
|
)
|
—
|
|
—
|
|
||||
Settlements
|
—
|
|
(1,780
|
)
|
—
|
|
—
|
|
||||
Balance at end of period
|
$
|
5,926
|
|
$
|
5,942
|
|
$
|
20,954
|
|
$
|
390,872
|
|
8.
|
Stock Incentive Plans
|
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
||||
|
2012
|
2011
|
||||
Expected volatility
|
63.8
|
%
|
43.0
|
%
|
37.3
|
%
|
Risk-free interest rate
|
1.2
|
%
|
2.9
|
%
|
2.6
|
%
|
Expected life
|
6.3 years
|
|
8.9 years
|
|
7.1 years
|
|
Derived service period (grants using Monte Carlo model)
|
N/A
|
|
3.6 years
|
|
3.6 years
|
|
Forfeiture rate
|
6.4
|
%
|
6.3
|
%
|
8.9
|
%
|
Dividend yield
|
—
|
%
|
—
|
%
|
—
|
%
|
|
Shares
|
|
Weighted Average Exercise/Grant Price Per Share
|
|
Aggregate Intrinsic
Value
|
|||||
Awards outstanding, January 1, 2012
|
2,683,015
|
|
|
$
|
13.83
|
|
|
$
|
173
|
|
Granted
|
428,804
|
|
|
1.62
|
|
|
30
|
|
||
Exercises
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeitures
|
(236,311
|
)
|
|
24.15
|
|
|
—
|
|
||
Awards outstanding, December 31, 2012
|
2,875,508
|
|
|
$
|
11.17
|
|
|
$
|
203
|
|
|
Stock Awards Outstanding
|
|
|
Stock Awards Exercisable
|
||||||||||||||
Range of Exercise/Grant Prices
|
Shares
|
|
Weighted Average Remaining Contractual Life
(In Years)
|
|
Weighted Average Exercise/Grant Price Per Share
|
|
|
Shares
|
|
Weighted Average Remaining Contractual Life
(In Years)
|
|
Weighted Average Exercise/Grant Price Per Share
|
||||||
$0.73 - $0.80
|
77,500
|
|
|
8.74
|
|
$
|
0.80
|
|
|
|
6,250
|
|
|
8.73
|
|
$
|
0.80
|
|
$1.20 - $1.74
|
712,129
|
|
|
8.97
|
|
1.45
|
|
|
|
25,000
|
|
|
8.70
|
|
1.20
|
|
||
$2.04 - $2.04
|
15,000
|
|
|
8.45
|
|
2.04
|
|
|
|
3,750
|
|
|
8.45
|
|
2.04
|
|
||
$4.61 - $4.61
|
623,060
|
|
|
8.16
|
|
4.61
|
|
|
|
37,472
|
|
|
8.16
|
|
4.61
|
|
||
$4.96 - $6.97
|
275,000
|
|
|
8.22
|
|
5.33
|
|
|
|
31,250
|
|
|
8.17
|
|
5.76
|
|
||
$9.75 - $9.75
|
200,000
|
|
|
7.68
|
|
9.75
|
|
|
|
100,000
|
|
|
7.68
|
|
9.75
|
|
||
$15.00 - $15.00
|
200,000
|
|
|
7.68
|
|
15.00
|
|
|
|
200,000
|
|
|
7.68
|
|
15.00
|
|
||
$23.00 - $23.00
|
200,000
|
|
|
7.68
|
|
23.00
|
|
|
|
200,000
|
|
|
7.68
|
|
23.00
|
|
||
$28.68 - $28.68
|
372,819
|
|
|
7.16
|
|
28.68
|
|
|
|
251,450
|
|
|
7.16
|
|
28.68
|
|
||
$32.00 - $32.00
|
200,000
|
|
|
7.68
|
|
32.00
|
|
|
|
200,000
|
|
|
7.68
|
|
32.00
|
|
||
|
2,875,508
|
|
|
8.13
|
|
$
|
11.17
|
|
|
|
1,055,172
|
|
|
7.63
|
|
$
|
21.40
|
|
|
Non-Vested Stock Options and SARs
|
|
Weighted Average Grant Date Exercise Price Per Award
|
|
Non-Vested Restricted Stock
|
|
Weighted Average Grant Date Fair Value Per Award
|
||||||
Non-vested at January 1, 2012
|
1,773,272
|
|
|
$
|
8.71
|
|
|
563,796
|
|
|
$
|
5.21
|
|
Granted
|
428,804
|
|
|
1.62
|
|
|
712,136
|
|
|
1.01
|
|
||
Vested
|
(283,743
|
)
|
|
16.25
|
|
|
(711,273
|
)
|
|
2.46
|
|
||
Forfeitures
|
(97,997
|
)
|
|
20.44
|
|
|
(25,015
|
)
|
|
2.71
|
|
||
Non-vested at December 31, 2012
|
1,820,336
|
|
|
$
|
5.23
|
|
|
539,644
|
|
|
$
|
3.41
|
|
Grant Date
|
Type of Award
|
Recipient
|
Number of Shares
|
Vesting Terms
|
Grant / Exercise Price
|
Expense Recognized During the Year Ended December 31, 2012
|
May 8, 2012
|
Restricted stock
|
Board of Directors
|
0.5 million
|
Vested immediately upon issuance
|
$0.90
|
$0.4 million
|
March 29, 2012
|
Restricted stock
|
Certain employees
|
0.1 million
|
Vest ratably over three years
|
$1.26
|
Less than $0.1 million
|
March 29, 2012
|
Stock Options
|
Certain employees
|
0.1 million
|
Vest ratably over four years
|
$1.26
|
Less than $0.1 million
|
March 29, 2012
|
Restricted stock units
|
Executive officers
|
0.1 million
|
Vests at the end of three years if both time and performance conditions are satisfied. Time condition shall be satisfied as of the date the Company's financial results for the calendar year 2014 are ratified by the Board of Directors. Performance condition shall be satisfied based upon the Company achieving targeted ad sales levels specified for each year
|
$1.26
|
Less than $0.1 million
|
February 28, 2012
|
Stock Options
|
Executive officers
|
0.3 million
|
Vest ratably over four years
|
$1.74
|
Less than $0.1 million
|
Grant Date
|
Type of Award
|
Recipient
|
Number of Shares
|
Vesting Terms
|
Grant / Exercise Price
|
Expense Recognized During the Years Ended December 31,
|
|
2012
|
2011
|
||||||
September 22, 2011
|
Stock options
|
Certain employees
|
0.1 million
|
Less than 0.1 million shares will become exercisable, if at all, in two 50% increments if the average daily closing price of our common stock during any 30 consecutive trading day period commencing on or after March 22, 2012 exceeds $2 with respect to the first increment and $3 with respect to the second increment. The remaining shares will vest ratably over four years.
|
$0.80
|
Less than $0.1 million
|
Less than $0.1 million
|
September 22, 2011
|
Restricted stock
|
Certain employees
|
Less than 0.1 million
|
Vest ratably over three years
|
$0.80
|
Less than $0.1 million
|
Less than $0.1 million
|
September 12, 2011
|
Stock options
|
Executive officers
|
0.3 million
|
0.2 million shares will become exercisable, if at all, in two 50% increments if the average daily closing price of our common stock during any 30 consecutive trading day period commencing on or after March 12, 2012 exceeds $3 with respect to the first increment and $4 with respect to the second increment. The remaining shares will vest ratably over four years.
|
$1.20
|
Less than $0.1 million
|
Less than $0.1 million
|
September 12, 2011
|
Restricted stock
|
Executive officers
|
0.1 million
|
Vest ratably over three years
|
$1.20
|
Less than $0.1 million
|
Less than $0.1 million
|
June 13, 2011
|
Stock options
|
Certain employees
|
Less than 0.1 million
|
Vest ratably over four years
|
$2.04
|
Less than $0.1 million
|
Less than $0.1 million
|
June 13, 2011
|
Restricted stock
|
Certain employees
|
Less than 0.1 million
|
Vest ratably over three years
|
$2.04
|
Less than $0.1 million
|
Less than $0.1 million
|
May 3, 2011
|
Common stock
|
Board of Directors
|
0.1 million
|
Vested immediately upon issuance
|
$3.75
|
__
|
$0.4 million
|
April 4, 2011
|
Stock options
|
Executive officers
|
0.2 million
|
0.1 million shares will become exercisable, if at all, in two 50% increments if the average daily closing price of our common stock during any 30 consecutive trading day period commencing on or after October 4, 2011 exceeds $10 with respect to the first increment and $15 with respect to the second increment. The remaining shares will vest ratably over four years.
|
$4.96
|
$0.2 million
|
$0.1 million
|
April 4, 2011
|
Restricted stock
|
Executive officers
|
0.1 million
|
Vest ratably over three years
|
$4.96
|
$0.1 million
|
Less than $0.1 million
|
March 2, 2011
|
Stock options
|
Executive officers
|
1.1 million
|
0.9 million shares will become exercisable, if at all, in two 50% increments if the average daily closing price of our common stock during any 30 consecutive trading day period commencing on or after September 2, 2011 exceeds $10 with respect to the first increment and $15 with respect to the second increment. The remaining shares will vest ratably over four years.
|
$4.61
|
$0.4 million
|
$0.4 million
|
March 2, 2011
|
Restricted stock
|
Executive officers
|
0.2 million
|
Vest ratably over three years
|
$4.61
|
$0.2 million
|
$0.2 million
|
March 2, 2011
|
Common stock
|
Board of Directors
|
Less than 0.1 million
|
Vested immediately upon issuance
|
$4.61
|
__
|
$0.1 million
|
January 18, 2011
|
Stock options
|
Executive officers
|
Less than 0.1 million
|
Vest ratably over four years
|
$6.97
|
Less than $0.1 million
|
Less than $0.1 million
|
January 18, 2011
|
Restricted stock
|
Executive officers
|
Less than 0.1 million
|
Vest ratably over three years
|
$6.97
|
$0.1 million
|
$0.1 million
|
Grant Date
|
Type of Award
|
Recipient
|
Number of Shares
|
Vesting Terms
|
Grant / Exercise Price
|
Expense Recognized During the Years Ended December 31,
|
Expense Recognized During the Eleven Months Ended December 31, 2010
|
|
2012
|
2011
|
|||||||
September 13, 2010
|
Restricted Stock
|
CEO
|
0.2 million
|
Vest ratably over three years
|
$9.62
|
$0.6 million
|
$0.7 million
|
$0.2 million
|
September 13, 2010
|
Stock options
|
CEO
|
0.2 million
|
Vest ratably over four years
|
$9.75: based on the closing market price of the Company’s common stock on September 3, 2010.
|
$0.2 million
|
$0.2 million
|
Less than $0.1 million
|
September 13, 2010
|
Premium priced stock options
|
CEO
|
0.6 million
|
Vested immediately upon issuance
|
0.2 million shares at $15 per share
0.2 million shares at $23 per share
0.2 million shares at $32 per share
|
$0.6 million
|
$0.7 million
|
$0.2 million
|
September 13, 2010
|
Common Stock
|
Executive Oversight Committee
|
Less than 0.1 million
|
Vested immediately upon issuance
|
$9.62
|
—
|
—
|
$0.2 million
|
March 1, 2010
|
SARs
|
Executive officers and certain employees
|
1.3 million
|
Vest ratably over three years
|
$28.68: based on the volume weighted average market value of the Company’s common stock during the first thirty calendar days upon emergence from Chapter 11.
|
$1.4 million
|
$1.8 million
|
$3.5 million
|
March 1, 2010
|
Common Stock
|
Board of Directors
|
Less than 0.1 million
|
Vested immediately upon issuance
|
$29.60
|
—
|
—
|
$0.5 million
|
•
|
All access to retiree health care and life insurance benefits has been eliminated for IBEW represented employees retiring after May 8, 2009 and for CWA represented employees retiring after October 2, 2009;
|
•
|
Retiree life insurance benefits have been eliminated effective January 1, 2010;
|
•
|
The
two
-year phase out of subsidized retiree health care benefits commenced January 1, 2010; and
|
•
|
Effective January 1, 2012, retiree health care benefits have been eliminated for all retirees.
|
•
|
All non-subsidized access to retiree health care and life insurance benefits were eliminated effective January 1, 2009;
|
•
|
Subsidized retiree health care benefits for any Medicare-eligible retirees were eliminated effective January 1, 2009; and
|
•
|
The
three
-year phase out of subsidized retiree health care benefits commenced January 1, 2009 (with non-union retiree health care benefits terminating December 31, 2011, except for continued non-subsidized access to retiree benefits for retirees enrolled as of December 31, 2008). With respect to the phase out of subsidized retiree health care benefits, if an eligible retiree becomes Medicare-eligible at any point in time during the phase out process noted above, such retiree will no longer be eligible for retiree health care coverage.
|
|
Pension Plans
|
|
Postretirement Plans
|
||||||||||
|
December 31, 2012
|
December 31, 2011
|
|
December 31, 2012
|
December 31, 2011
|
||||||||
Change in benefit obligation
|
|
|
|
|
|
||||||||
Benefit obligation, beginning of year
|
$
|
249,234
|
|
$
|
257,245
|
|
|
$
|
—
|
|
$
|
1,040
|
|
Interest cost
|
10,693
|
|
12,707
|
|
|
—
|
|
26
|
|
||||
Actuarial loss (gain)
|
27,928
|
|
11,269
|
|
|
—
|
|
(727
|
)
|
||||
Benefits paid
|
(13,500
|
)
|
(7,769
|
)
|
|
—
|
|
(339
|
)
|
||||
Plan settlements
|
(18,478
|
)
|
(24,218
|
)
|
|
—
|
|
—
|
|
||||
Benefit obligation, end of year
|
$
|
255,877
|
|
$
|
249,234
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||||
Change in plan assets
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
$
|
174,358
|
|
$
|
187,327
|
|
|
$
|
—
|
|
$
|
—
|
|
Return on plan assets
|
20,342
|
|
1,689
|
|
|
—
|
|
—
|
|
||||
Employer contributions
|
15,251
|
|
17,329
|
|
|
—
|
|
339
|
|
||||
Benefits paid
|
(13,500
|
)
|
(7,769
|
)
|
|
—
|
|
(339
|
)
|
||||
Plan settlements
|
(18,478
|
)
|
(24,218
|
)
|
|
—
|
|
—
|
|
||||
Fair value of plan assets, end of year
|
$
|
177,973
|
|
$
|
174,358
|
|
|
$
|
—
|
|
$
|
—
|
|
Funded status at end of year
|
$
|
(77,904
|
)
|
$
|
(74,876
|
)
|
|
$
|
—
|
|
$
|
—
|
|
|
Pension Plans
|
|
Postretirement Plans
|
||||||||||
|
December 31, 2012
|
December 31, 2011
|
|
December 31, 2012
|
December 31, 2011
|
||||||||
Current liabilities
|
$
|
(496
|
)
|
$
|
(541
|
)
|
|
$
|
—
|
|
$
|
—
|
|
Non-current liabilities
|
(77,408
|
)
|
(74,335
|
)
|
|
—
|
|
—
|
|
||||
Net amount recognized
|
$
|
(77,904
|
)
|
$
|
(74,876
|
)
|
|
$
|
—
|
|
$
|
—
|
|
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
|
2012
|
2011
|
||||||||||
Interest cost
|
$
|
10,693
|
|
$
|
12,707
|
|
$
|
12,432
|
|
$
|
1,124
|
|
Expected return on plan assets
|
(13,419
|
)
|
(14,500
|
)
|
(12,201
|
)
|
(1,385
|
)
|
||||
Settlement loss
|
3,746
|
|
2,748
|
|
17
|
|
—
|
|
||||
Amortization of unrecognized prior service cost
|
—
|
|
—
|
|
—
|
|
81
|
|
||||
Curtailment gain
|
—
|
|
—
|
|
(3,754
|
)
|
—
|
|
||||
Amortization of unrecognized net loss
|
856
|
|
2
|
|
—
|
|
122
|
|
||||
Net periodic benefit expense (income)
|
$
|
1,876
|
|
$
|
957
|
|
$
|
(3,506
|
)
|
$
|
(58
|
)
|
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
|
2012
|
2011
|
||||||||||
Interest cost
|
$
|
—
|
|
$
|
26
|
|
$
|
107
|
|
$
|
10
|
|
Amortization of unrecognized net gain
|
—
|
|
(1,111
|
)
|
(291
|
)
|
(21
|
)
|
||||
Net periodic benefit income
|
$
|
—
|
|
$
|
(1,085
|
)
|
$
|
(184
|
)
|
$
|
(11
|
)
|
|
Pension Plans
|
|
Postretirement Plans
|
||||||||||
|
December 31, 2012
|
December 31, 2011
|
|
December 31, 2012
|
December 31, 2011
|
||||||||
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
16,402
|
|
$
|
21,330
|
|
|
$
|
—
|
|
$
|
1,111
|
|
|
Years Ended December 31,
|
|
|
2012
|
2011
|
Weighted average discount rates:
|
|
|
Dex One Retirement Plan
|
3.64%
|
4.51%
|
Dex One Postretirement Plan
|
—%
|
—%
|
Dex Media Pension Plan
|
3.65%
|
4.38%
|
Dex Media Postretirement Plan
|
—%
|
4.95%
|
|
Dex One Retirement Plan
|
Dex Media Pension Plan
|
||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
May 1, 2012 through December 31, 2012
|
January 1, 2012 through April 30, 2012
|
June 1, 2011 through December 31, 2011
|
January 1, 2011 through May 31, 2011
|
Eleven Months Ended December 31, 2010
|
|
|
2012
|
2011
|
||||||
Weighted average discount rate
|
4.51%
|
5.30%
|
5.70%
|
4.22%
|
4.38%
|
4.95%
|
5.06%
|
5.70%
|
Expected return on plan assets
|
7.50%
|
8.00%
|
8.00%
|
7.50%
|
7.50%
|
8.00%
|
8.00%
|
8.00%
|
|
Dex One Retirement Plan
|
Dex Media Pension Plan
|
|
One Month Ended January 31, 2010
|
|
Weighted average discount rate
|
5.70%
|
5.70%
|
Expected return on plan assets
|
8.00%
|
8.00%
|
|
Dex One Postretirement Plan
|
Dex Media Postretirement Plan
|
||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
||
|
2012
|
2011
|
2012
|
2011
|
||
Weighted average discount rate
|
—%
|
—%
|
5.70%
|
—%
|
5.06%
|
5.70%
|
|
Dex One Postretirement Plan
|
Dex Media Postretirement Plan
|
|
One Month Ended January 31, 2010
|
|
Weighted average discount rate
|
5.70%
|
5.70%
|
|
Fair Value Measurements at December 31, 2012
|
||||||||
|
|
Quoted Prices in Active Markets for Identical Assets
|
Using Significant Other Observable Inputs
|
||||||
|
Total
|
(Level 1)
|
(Level 2)
|
||||||
Cash and cash equivalents
|
$
|
1,450
|
|
$
|
1,450
|
|
$
|
—
|
|
U.S. Government securities (a)
|
23,309
|
|
—
|
|
23,309
|
|
|||
Common/collective trusts (b)
|
62,031
|
|
—
|
|
62,031
|
|
|||
Corporate debt (c)
|
17,806
|
|
—
|
|
17,806
|
|
|||
Corporate stock (d)
|
17,234
|
|
17,234
|
|
—
|
|
|||
Registered investment companies (e)
|
21,298
|
|
21,298
|
|
—
|
|
|||
Fixed income and equity futures (g)
|
1,005
|
|
1,005
|
|
—
|
|
|||
Credit default swaps (h)
|
12
|
|
—
|
|
12
|
|
|||
Collective Fund - Group Trust (i)
|
33,828
|
|
—
|
|
33,828
|
|
|||
Total
|
$
|
177,973
|
|
$
|
40,987
|
|
$
|
136,986
|
|
|
Fair Value Measurements at December 31, 2011
|
||||||||
|
|
Quoted Prices in Active Markets for Identical Assets
|
Using Significant Other Observable Inputs
|
||||||
|
Total
|
(Level 1)
|
(Level 2)
|
||||||
Cash and cash equivalents
|
$
|
15
|
|
$
|
15
|
|
$
|
—
|
|
U.S. Government securities (a)
|
18,686
|
|
—
|
|
18,686
|
|
|||
Common/collective trusts (b)
|
66,188
|
|
—
|
|
66,188
|
|
|||
Corporate debt (c)
|
21,146
|
|
—
|
|
21,146
|
|
|||
Corporate stock (d)
|
18,476
|
|
18,476
|
|
—
|
|
|||
Registered investment companies (e)
|
19,631
|
|
19,631
|
|
—
|
|
|||
Real estate investment trust (f)
|
127
|
|
127
|
|
—
|
|
|||
Fixed income and equity futures (g)
|
1,066
|
|
1,066
|
|
—
|
|
|||
Credit default swaps (h)
|
95
|
|
—
|
|
95
|
|
|||
Collective Fund - Group Trust (i)
|
28,928
|
|
—
|
|
28,928
|
|
|||
Total
|
$
|
174,358
|
|
$
|
39,315
|
|
$
|
135,043
|
|
(a)
|
This category includes investments in U.S. Government bonds, government mortgage-backed securities, index-linked government bonds, guaranteed commercial paper, short-term treasury bills and notes. Fair value for these assets is determined using a bid evaluation process of observable, market based inputs effective as of the last business day of the plan year.
|
(b)
|
This category includes investments in
two
common/collective funds of which
78%
is invested in stocks comprising the Russell 1000 equity index and the remaining
22%
is comprised of short-term investments at December 31, 2012 and
82%
is invested in stocks comprising the Russell 1000 equity index and the remaining
18%
is comprised of short-term investments at December 31, 2011. Fair value for these assets is calculated based upon a compilation of observable market information.
|
(c)
|
This category includes investments in corporate bonds, commercial mortgage-backed and asset-backed securities and collateralized mortgage obligations. Fair value for these assets is determined using a bid evaluation process of observable, market based inputs effective as of the last business day of the plan year.
|
(d)
|
This category includes investments in small cap stocks across diverse industries. Fair value for these assets is determined using quoted market prices on a recognized securities exchange at the last reported trading price on the last business day of the plan year.
|
(e)
|
This category is comprised of one mutual fund that invests in intermediate term fixed income instruments such as treasuries and high grade corporate bonds. Fair value for these assets is determined using quoted market prices on a recognized securities exchange at the last reported trading price on the last business day of the plan year.
|
(f)
|
This category is comprised of a healthcare real estate investment trust. Fair value for these assets is determined based on traded market prices.
|
(g)
|
This category includes investments in
5
,
10
and
20
year U.S. Treasury bond futures and equity index futures. Fair value for these assets is determined based on settlement prices recognized in an active market or exchange.
|
(h)
|
This category includes investments in credit default swaps. Fair value for these assets is determined based on a mid evaluation process using observable, market based inputs.
|
(i)
|
This category includes investments in passively managed funds composed of international stocks across diverse industries. Fair value for these assets is calculated based upon a compilation of observable market information.
|
|
December 31, 2012
|
December 31, 2011
|
||
|
Plan Assets
|
Asset Allocation
Target
|
Plan Assets
|
Asset Allocation
Target
|
Equity securities
|
63%
|
65%
|
65%
|
65%
|
Debt securities
|
37%
|
35%
|
35%
|
35%
|
Total
|
100%
|
100%
|
100%
|
100%
|
|
Pension Plans
|
||
2013
|
$
|
16,847
|
|
2014
|
17,020
|
|
|
2015
|
16,444
|
|
|
2016
|
17,100
|
|
|
2017
|
16,023
|
|
|
Years 2018-2022
|
78,371
|
|
10.
|
Commitments
|
2013
|
$
|
16,426
|
|
2014
|
11,960
|
|
|
2015
|
8,770
|
|
|
2016
|
4,592
|
|
|
2017
|
1,076
|
|
|
Thereafter
|
98
|
|
|
Total
|
$
|
42,922
|
|
Condensed Parent Company Balance Sheets
|
||||||
|
December 31,
|
|||||
|
2012
|
2011
|
||||
Assets
|
|
|
||||
Cash and cash equivalents
|
$
|
3,420
|
|
$
|
28,361
|
|
Prepaid expenses and other current assets
|
663
|
|
953
|
|
||
Total current assets
|
4,083
|
|
29,314
|
|
||
Investment in subsidiaries
|
296,799
|
|
282,926
|
|
||
Total assets
|
$
|
300,882
|
|
$
|
312,240
|
|
Liabilities and Shareholders’ Equity (Deficit)
|
|
|
||||
Accounts payable, accrued liabilities and other
|
$
|
177
|
|
$
|
1,224
|
|
Accrued interest
|
7,859
|
|
10,672
|
|
||
Intercompany, net
|
14,409
|
|
2,403
|
|
||
Short-term deferred income taxes, net
|
123
|
|
32
|
|
||
Current portion of long-term debt
|
219,708
|
|
—
|
|
||
Total current liabilities
|
242,276
|
|
14,331
|
|
||
Long-term debt
|
—
|
|
300,000
|
|
||
Deferred income taxes, net
|
17,997
|
|
7,776
|
|
||
Total liabilities
|
260,273
|
|
322,107
|
|
||
Shareholders’ equity (deficit)
|
40,609
|
|
(9,867
|
)
|
||
Total Liabilities and Shareholders’ Equity (Deficit)
|
$
|
300,882
|
|
$
|
312,240
|
|
Condensed Parent Company Statements of Comprehensive Income (Loss)
|
||||||||||||
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
|
2012
|
2011
|
||||||||||
|
|
|
|
|
||||||||
Expenses
|
$
|
13,171
|
|
$
|
17,229
|
|
$
|
18,019
|
|
$
|
891
|
|
Partnership and equity income (loss)
|
45,368
|
|
(589,046
|
)
|
(1,492,376
|
)
|
643,971
|
|
||||
Operating income (loss)
|
32,197
|
|
(606,275
|
)
|
(1,510,395
|
)
|
643,080
|
|
||||
Gain on debt repurchases, net
|
70,792
|
|
—
|
|
—
|
|
—
|
|
||||
Interest expense, net
|
(33,664
|
)
|
(37,447
|
)
|
(33,312
|
)
|
—
|
|
||||
Income (loss) before reorganization items, net and income taxes
|
69,325
|
|
(643,722
|
)
|
(1,543,707
|
)
|
643,080
|
|
||||
Reorganization items, net
|
—
|
|
—
|
|
—
|
|
7,194,470
|
|
||||
Income (loss) before income taxes
|
69,325
|
|
(643,722
|
)
|
(1,543,707
|
)
|
7,837,550
|
|
||||
(Provision) benefit for income taxes
|
(6,924
|
)
|
124,758
|
|
620,115
|
|
(917,541
|
)
|
||||
Net income (loss)
|
62,401
|
|
(518,964
|
)
|
(923,592
|
)
|
6,920,009
|
|
||||
Other comprehensive income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Comprehensive income (loss)
|
$
|
62,401
|
|
$
|
(518,964
|
)
|
$
|
(923,592
|
)
|
$
|
6,920,009
|
|
Condensed Parent Company Statements of Cash Flows
|
||||||||||||
|
Successor Company
|
Predecessor Company
|
||||||||||
|
Years Ended December 31,
|
Eleven Months Ended December 31, 2010
|
One Month Ended January 31, 2010
|
|||||||||
|
2012
|
2011
|
||||||||||
Cash flow provided by (used in) operating activities
|
$
|
1,579
|
|
$
|
40,454
|
|
$
|
4,778
|
|
$
|
(531
|
)
|
Cash flow from investing activities
|
|
|
|
|
||||||||
Additions to fixed assets and computer software
|
—
|
|
—
|
|
—
|
|
(643
|
)
|
||||
Contributions to subsidiaries
|
—
|
|
(12,227
|
)
|
—
|
|
—
|
|
||||
Intercompany loan
|
—
|
|
(2,000
|
)
|
(4,900
|
)
|
—
|
|
||||
Net cash used in investing activities
|
—
|
|
(14,227
|
)
|
(4,900
|
)
|
(643
|
)
|
||||
Cash flow from financing activities
|
|
|
|
|
||||||||
Long-term debt repurchases
|
(26,520
|
)
|
—
|
|
—
|
|
—
|
|
||||
Debt issuance costs and other financing items, net
|
—
|
|
—
|
|
—
|
|
(370
|
)
|
||||
Decrease in checks not yet presented for payment
|
—
|
|
—
|
|
(1,025
|
)
|
(182
|
)
|
||||
Net cash used in financing activities
|
(26,520
|
)
|
—
|
|
(1,025
|
)
|
(552
|
)
|
||||
|
|
|
|
|
||||||||
Increase (decrease) in cash and cash equivalents
|
(24,941
|
)
|
26,227
|
|
(1,147
|
)
|
(1,726
|
)
|
||||
Cash and cash equivalents, beginning of period
|
28,361
|
|
2,134
|
|
3,281
|
|
5,007
|
|
||||
Cash and cash equivalents, end of period
|
$
|
3,420
|
|
$
|
28,361
|
|
$
|
2,134
|
|
$
|
3,281
|
|
15.
|
Valuation and Qualifying Accounts
|
|
Balance at Beginning of Period
|
|
Net Additions Charged To Revenue and Expense
|
|
Net Changes to Other Balance Sheet Accounts
|
|
Write-offs and Other Deductions
|
|
Balance at End of Period
|
|||||||
Allowance for Doubtful Accounts
|
|
|
|
|
|
|
|
|
|
|||||||
Successor Company:
|
|
|
|
|
|
|
|
|
|
|||||||
For the year ended December 31, 2012
|
$
|
53,696
|
|
|
32,602
|
|
|
(7,262
|
)
|
|
(47,266
|
)
|
|
$
|
31,770
|
|
For the year ended December 31, 2011
|
$
|
75,891
|
|
|
52,296
|
|
|
16,218
|
|
|
(90,709
|
)
|
|
$
|
53,696
|
|
For the eleven months ended December 31, 2010
|
$
|
—
|
|
|
16,364
|
|
|
119,230
|
|
|
(59,703
|
)
|
|
$
|
75,891
|
|
Predecessor Company:
|
|
|
|
|
|
|
|
|
|
|||||||
For the one month ended January 31, 2010
|
$
|
54,612
|
|
|
7,822
|
|
|
(54,591
|
)
|
|
(7,843
|
)
|
|
$
|
—
|
|
Deferred Income Tax Asset Valuation Allowance
|
|
|
|
|
|
|
|
|
|
|||||||
Successor Company:
|
|
|
|
|
|
|
|
|
|
|||||||
For the year ended December 31, 2012
|
$
|
157,171
|
|
|
(33,385
|
)
|
|
—
|
|
|
—
|
|
|
$
|
123,786
|
|
For the year ended December 31, 2011
|
$
|
97,642
|
|
|
59,529
|
|
|
—
|
|
|
—
|
|
|
$
|
157,171
|
|
For the eleven months ended December 31, 2010
|
$
|
7,876
|
|
|
89,766
|
|
|
—
|
|
|
—
|
|
|
$
|
97,642
|
|
Predecessor Company:
|
|
|
|
|
|
|
|
|
|
|||||||
For the one month ended January 31, 2010
|
$
|
1,531,905
|
|
|
—
|
|
|
—
|
|
|
(1,524,029
|
)
|
|
$
|
7,876
|
|
16.
|
Quarterly Information (Unaudited)
|
|
Three Months Ended March 31, 2012
|
|
Three Months Ended June 30, 2012
|
|
Three Months Ended September 30, 2012
|
|
Three Months Ended December 31, 2012
|
||||||||
Net revenues
|
$
|
344,428
|
|
|
$
|
334,483
|
|
|
$
|
319,751
|
|
|
$
|
301,347
|
|
Operating income
|
44,726
|
|
|
34,746
|
|
|
27,318
|
|
|
18,939
|
|
||||
Gain on debt repurchases, net
(1)
|
68,763
|
|
|
70,792
|
|
|
—
|
|
|
—
|
|
||||
(Provision) benefit for income taxes
|
1,167
|
|
|
(4,707
|
)
|
|
6,641
|
|
|
(10,025
|
)
|
||||
Net income (loss)
|
$
|
57,572
|
|
|
$
|
52,940
|
|
|
$
|
(12,665
|
)
|
|
$
|
(35,446
|
)
|
Basic earnings (loss) per share
|
$
|
1.15
|
|
|
$
|
1.05
|
|
|
$
|
(0.25
|
)
|
|
$
|
(0.70
|
)
|
Diluted earnings (loss) per share
|
$
|
1.15
|
|
|
$
|
1.05
|
|
|
$
|
(0.25
|
)
|
|
$
|
(0.70
|
)
|
|
Three Months Ended March 31, 2011
|
|
Three Months Ended June 30, 2011
|
|
Three Months Ended September 30, 2011
|
|
Three Months Ended December 31, 2011
|
||||||||
Net revenues
|
$
|
391,235
|
|
|
$
|
377,266
|
|
|
$
|
360,095
|
|
|
$
|
352,027
|
|
Impairment charges
(2)
|
—
|
|
|
801,074
|
|
|
—
|
|
|
—
|
|
||||
Operating income (loss)
|
119,938
|
|
|
(707,762
|
)
|
|
78,218
|
|
|
79,239
|
|
||||
Gain on sale of assets, net
(3)
|
13,437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
(Provision) benefit for income taxes
|
(20,245
|
)
|
|
163,714
|
|
|
(719
|
)
|
|
(17,992
|
)
|
||||
Net income (loss)
|
$
|
55,410
|
|
|
$
|
(602,107
|
)
|
|
$
|
22,184
|
|
|
$
|
5,549
|
|
Basic earnings (loss) per share
|
$
|
1.11
|
|
|
$
|
(12.01
|
)
|
|
$
|
0.44
|
|
|
$
|
0.11
|
|
Diluted earnings (loss) per share
|
$
|
1.11
|
|
|
$
|
(12.01
|
)
|
|
$
|
0.44
|
|
|
$
|
0.11
|
|
(1)
|
During the three months ended March 31, 2012 we recognized a gain on the Credit Facility Repurchases of
$68.8 million
. During the three months ended June 30, 2012, we recognized a gain on the Note Repurchases of
$70.8 million
. See Note 1, “Business and Basis of Presentation - Significant Financing Developments” for further discussion.
|
(2)
|
We recognized a goodwill impairment charge of
$801.1 million
during the three months ended June 30, 2011. See Note 2, “Summary of Significant Accounting Policies – Identifiable Intangible Assets and Goodwill” for further discussion.
|
(3)
|
During the three months ended March 31, 2011, we recognized a gain on the sale of substantially all net assets of Business.com of
$13.4 million
. See Note 13, “Other Information” for further discussion.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Name
|
|
Age
|
|
Position(s)
|
Alfred T. Mockett
|
|
64
|
|
Chief Executive Officer and President
|
Gregory W. Freiberg
|
|
45
|
|
Executive Vice President and Chief Financial Officer
|
Richard J. Hanna
|
|
57
|
|
Executive Vice President, Sales and Marketing
|
Tyler D. Gronbach
|
|
44
|
|
Senior Vice President, Communications
|
Mark W. Hianik
|
|
52
|
|
Senior Vice President, General Counsel and Chief Administrative Officer
|
David W. Sharman
|
|
50
|
|
Senior Vice President and Chief Strategy Officer
|
Donna M. Towles
|
|
60
|
|
Senior Vice President, Operations
|
Sylvester J. Johnson
|
|
52
|
|
Vice President, Controller and Chief Accounting Officer
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
•
|
enable the Company to attract key leadership talent with technology and digital skills required to support the transformation;
|
•
|
reward executives based on the achievement of critical financial metrics consistent with the desired business transformation; and
|
•
|
require significant share price appreciation before executives realize the full value of equity-based awards.
|
•
|
ensures internal equity, both as compared to other executives based upon position and contributions, and to the broader employee population;
|
•
|
keeps the executive compensation practices transparent, in line with best practices in corporate governance; and
|
•
|
administers executive compensation on a cost-effective and tax-efficient basis.
|
•
|
reducing annual incentive targets from 75% of base salary to 65% for executive vice presidents and from 60% of base salary to 50% for senior vice presidents;
|
•
|
adding Digital Ad Sales as a corporate performance metric to the historical corporate performance metrics of Ad Sales, EBITDA and Free Cash Flow in the short-term incentive plan design;
|
•
|
shifting long-term incentive compensation from a cash-based design to an equity design and adding stock price vesting requirements for the majority of the 2011 equity grants;
|
•
|
implementing stock ownership guidelines applicable to both the Company's executive officers and directors, copies of which may be viewed in the corporate governance section of our website at
http://ir.dexone.com/governance.cfm
; and
|
•
|
implementing a compensation recovery (or “claw-back”) policy applicable to the Company's executive officers requiring the repayment of incentive compensation based on the achievement of financial results that are later the subject of a material restatement of the Company's financial statements, a copy of which may be viewed in the corporate governance section of our website at
http://ir.dexone.com/governance.cfm
.
|
•
|
implementing stricter computation parameters in the short-term incentive plan design (e.g., imposing higher threshold payout metrics for Print Ad Sales, EBITDA and Free Cash Flow and imposing an ad sales floor for above target payouts on the EBITDA and Free Cash Flow metrics);
|
•
|
shifting the category weightings of the short-term incentive plan applicable to the NEOs and other executive officers such that a more meaningful percentage of payouts under this plan are tied to corporate as opposed to individual and functional performance;
|
•
|
revising the Company's peer group to include companies from the Advertising and Publishing sectors of Standard & Poor's Global Industry Classification System (GICS) within the broader GICS Media classification with annual revenues more closely approximating those of the Company (this revision was studied during the fourth quarter of 2011 and was formally adopted in early 2012 and impacted 2012 compensation decision making);
|
•
|
maintaining the base salaries and annual incentive targets for all executive officers at 2011 levels; and
|
•
|
further refining long-term incentive compensation for all executive officers (other than Messrs. Mockett and Freiberg who, as noted below, did not receive additional equity awards in 2012) by replacing time-vested restricted stock awards with performance shares tied to annual ad sales targets.
|
•
|
The Committee conducts a formal review of the risks associated with Dex One's executive compensation practices, policies and programs on an annual basis and assesses risks as part of its regular decision making process.
|
•
|
The Company is phasing out the R.H. Donnelley Corporation Restoration Plan, a non-qualified supplemental 401(k) plan that provides for a Company match and transition credits on eligible compensation in excess of applicable Internal Revenue Service limits.
|
•
|
The Company no longer provides defined benefit retirement programs to its executives. Dex One does provide a 401(k) plan, and the executive officers participate on the same basis as all other participants.
|
•
|
Other than the limited 280G change-in-control gross-up provision included in Mr. Mockett's employment agreement that expired on December 31, 2012, the Company does not have any other 280G change-in-control gross-up arrangements with any of its other executive officers nor does it intend to enter into any such arrangements in the future.
|
•
|
In 2012, the Committee renewed its relationship with Semler Brossy Consulting Group, LLC (“Semler Brossy”) to provide independent executive compensation advisory services.
|
A.H. Belo Corp.
|
The McClatchy Company
|
Gatehouse Media Inc.
|
Morningstar Inc.
|
Harte Hanks Inc.
|
The New York Times Company
|
Lamar Advertising Company
|
Scholastic Corporation
|
Lee Enterprises Inc.
|
The E.W. Scripps Company
|
MDC Partners Inc.
|
SuperMedia Inc.
|
Media General Inc.
|
Valassis Communications, Inc.
|
Meredith Corporation
|
John Wiley and Sons, Inc.
|
Name
|
Salary
|
||
Alfred T. Mockett
|
$
|
975,000
|
|
Gregory W. Freiberg
|
$
|
425,000
|
|
Richard J. Hanna
|
$
|
500,000
|
|
Atish Banerjea
|
$
|
400,000
|
|
Mark W. Hianik
|
$
|
450,000
|
|
Name
|
Annual Incentive
|
|
Alfred T. Mockett
|
100
|
%
|
Gregory W. Freiberg
|
65
|
%
|
Richard J. Hanna
|
65
|
%
|
Atish Banerjea
|
50
|
%
|
Mark W. Hianik
|
50
|
%
|
•
|
Changes in AIP design and performance metrics:
|
◦
|
Corporate Performance Metrics (applicable to all executive officers).
Print Ad Sales replaced Ad Sales as a Corporate Performance Metric, with the threshold achievement level set at 98% of target and the maximum achievement level set at 110% of target. Print Ad Sales and Digital Ad Sales were both ascribed 30% weightings within the Corporate Performance Metric category. The EBITDA and Free Cash Flow Metrics retained their 20% weightings, but with the threshold achievement level for each of these metrics increased to 95% of target and the maximum achievement levels set at 117% and 113% of each target, respectively. These changes in the Corporate Performance Metrics were designed to reflect the continuing significance of the print products' contribution to the financial performance of the Company as the Company continues its transition to digital. The annual incentive opportunity with respect to the achievement of each performance metric within the Corporate Performance Metrics category, as well as the achievement of the aggregate of the performance metrics within this category, ranged from a minimum of 0% to a maximum of 200% of target.
|
◦
|
Combined Functional/Individual Performance Metrics (applicable only to the leadership team, i.e. those executive officers who are senior vice presidents or above).
The Functional Performance Metrics that were part of the 2011 AIP design have been effectively eliminated with the new combined Functional/Individual Performance Metrics intended to include both individual and functional metrics designed for each leadership team member's role and function. The annual incentive opportunity with respect to the achievement of each performance metric within the Individual Performance Metrics category ranged from a minimum of 0% to a maximum of 150% of target.
|
•
|
The 2012 AIP metrics for the CEO consisted solely of the revised Corporate Performance Metrics described above with no combined Functional/Individual Performance Metric component. This change was intended to directly link the CEO's annual incentive opportunity to Company performance.
|
•
|
For all executive officers, in order to earn an above target payout on either of the EBITDA or Free Cash Flow metrics of the Corporate Performance Metrics category, total Company ad sales must exceed the sum of the Print Ad Sales and Digital Ad Sales threshold achievement levels.
|
|
Percent of Total Incentive Target
|
||
Organization Level
|
Corporate
|
|
Function / Individual
|
Chief Executive Officer
|
100%
|
|
n/a
|
Executive Vice Presidents
|
80%
|
|
20%
|
Senior Vice Presidents
|
70%
|
|
30%
|
•
|
Print Ad Sales:
This performance metric reinforces the strategic imperative for the Company to maintain its legacy strength in print-based advertising.
|
•
|
Digital Ad Sales:
This performance metric reinforces the strategic imperative to grow digital revenue and increase the Company's digital presence.
|
•
|
EBITDA:
This performance metric (defined as EBITDA adjusted to exclude the impact of stock-based compensation expense, long-term incentive plan expense and merger transaction and integration costs) is designed to reinforce the Company's focus on profitable growth.
|
•
|
Free Cash Flow:
This performance metric (defined as cash flow from operations, less capital expenditures adjusted to exclude the impact of stock compensation expense, long-term incentive plan expense and merger transaction and integration costs) is designed to reinforce the need to generate cash to build the business, while continuing to meet all debt requirements.
|
|
Incentive Award Based on Performance
|
||||
Metric and Weighting
|
50% of target
|
|
100% of target
|
|
200% of target
|
Print Ad Sales (30%)
|
$960 million
|
|
$976 million
|
|
$1,074 million
|
Digital Ad Sales (30%)
|
$245 million
|
|
$272 million
|
|
$326 million
|
EBITDA (20%)
|
$546 million
|
|
$575 million
|
|
$672 million
|
Free Cash Flow (20%)
|
$346 million
|
|
$364 million
|
|
$413 million
|
•
|
This performance category captures each leadership team member's performance against strategic initiatives specific to the individual's function.
|
|
Incentive Award Based on Performance
|
||||
Metric and Weighting
|
50% of target
|
|
100% of target
|
|
150% of target
|
Varies by executive officer function
|
Varies by executive officer function
|
Name
|
Paid in March 2013
|
|
||
Alfred T. Mockett
|
$
|
589,909
|
|
|
Gregory W. Freiberg
|
$
|
202,775
|
|
|
Richard J. Hanna
|
$
|
218,869
|
|
|
Atish Banerjea
|
$
|
—
|
|
(1)
|
Mark W. Hianik
|
$
|
165,580
|
|
|
Name
|
Time-Vested Stock Options
|
|
Performance-
Based Restricted Stock Units
|
|
Aggregate
Grant Date Value
|
||||
Alfred T. Mockett
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Gregory W. Freiberg
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Richard J. Hanna
|
50,000
|
|
|
50,000
|
|
|
$
|
73,746
|
|
Atish Banerjea
|
50,000
|
|
|
50,000
|
|
|
$
|
73,746
|
|
Mark W. Hianik
|
60,000
|
|
|
60,000
|
|
|
$
|
88,496
|
|
Summary Compensation Table - Fiscal 2012
|
||||||||||||||||||||||||||
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock Awards
|
|
Option/SAR Awards
|
|
Non-Equity Incentive Plan Compensation
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
|
|
All Other Compensation
|
|
Total
|
||||||||
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)(1)
|
|
(e)(2)
|
|
(f)(2)
|
|
(g)(3)
|
|
(h)(4)
|
|
(i)(5)
|
|
(j)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Alfred T. Mockett (6)
|
|
2012
|
|
978,750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
589,909
|
|
|
91
|
|
|
44,531
|
|
|
1,613,281
|
|
President & CEO
|
|
2011
|
|
975,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
639,210
|
|
|
55
|
|
|
131,325
|
|
|
1,745,590
|
|
|
|
2010
|
|
300,000
|
|
|
—
|
|
|
1,924,000
|
|
|
2,710,220
|
|
|
215,070
|
|
|
—
|
|
|
67,488
|
|
|
5,216,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gregory W. Freiberg (6)
|
|
2012
|
|
426,634
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202,775
|
|
|
—
|
|
|
16,675
|
|
|
646,084
|
|
EVP & Chief Financial Officer
|
|
2011
|
|
130,769
|
|
|
—
|
|
|
120,000
|
|
|
167,760
|
|
|
41,307
|
|
|
—
|
|
|
29,671
|
|
|
489,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Richard J. Hanna (6)
|
|
2012
|
|
501,923
|
|
|
—
|
|
|
63,000
|
|
|
10,746
|
|
|
218,869
|
|
|
—
|
|
|
35,264
|
|
|
829,802
|
|
EVP Sales and Marketing
|
|
2011
|
|
375,000
|
|
|
—
|
|
|
372,000
|
|
|
522,413
|
|
|
119,085
|
|
|
—
|
|
|
87,713
|
|
|
1,476,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Atish Banerjea (6)
|
|
2012
|
|
401,539
|
|
|
—
|
|
|
63,000
|
|
|
10,746
|
|
|
—
|
|
|
—
|
|
|
47,047
|
|
|
522,332
|
|
Former SVP & Chief Technology Officer
|
|
2011
|
|
392,308
|
|
|
—
|
|
|
348,500
|
|
|
373,145
|
|
|
95,912
|
|
|
—
|
|
|
101,531
|
|
|
1,311,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mark W. Hianik
|
|
2012
|
|
442,115
|
|
|
—
|
|
|
75,600
|
|
|
12,896
|
|
|
165,580
|
|
|
9,573
|
|
|
32,042
|
|
|
737,806
|
|
SVP, General Counsel & Chief Administrative Officer
|
|
2011
|
|
400,000
|
|
|
460,000
|
|
|
57,625
|
|
|
188,784
|
|
|
98,340
|
|
|
404
|
|
|
33,940
|
|
|
1,239,093
|
|
|
|
2010
|
|
401,539
|
|
|
460,000
|
|
|
—
|
|
|
454,712
|
|
|
162,456
|
|
|
2,947
|
|
|
96,581
|
|
|
1,578,235
|
|
|
Personal
|
|
|
|
Tax Gross Up
|
|
|
|
|
|||||
|
Financial
|
|
DC Plan
|
|
Benefit on
|
|
|
|
|
|||||
|
Planning
|
|
Contribution(a)
|
|
Perquisites(b)
|
|
Other(c)
|
|
Total
|
|||||
Alfred T. Mockett
|
—
|
|
|
15,000
|
|
|
7,205
|
|
|
22,326
|
|
|
44,531
|
|
Gregory W. Freiberg
|
—
|
|
|
15,000
|
|
|
—
|
|
|
1,675
|
|
|
16,675
|
|
Richard J. Hanna
|
—
|
|
|
15,000
|
|
|
7,004
|
|
|
13,260
|
|
|
35,264
|
|
Atish Banerjea
|
15,746
|
|
|
15,000
|
|
|
11,981
|
|
|
4,320
|
|
|
47,047
|
|
Mark W. Hianik
|
14,975
|
|
|
15,000
|
|
|
—
|
|
|
2,067
|
|
|
32,042
|
|
Grants of Plan-Based Awards Table — Fiscal 2012
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
All Other Stock Awards: Number of Securities Underlying Restricted Stock Units
|
|
All Other Options/SAR Awards:Number of Securities Under Options/SARs
|
|
Fair Market Value of Restricted Stock, Options/SAR Awards
|
|
Exercise or Base Price of Option/SAR Awards
|
|
Grant Date Fair Value of Stock and Option/SAR Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
|
|
|
|
|
|||||||||
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
|
|
|||||
Name
|
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
($/Sh)
|
|
($/Sh)
|
|
|
(a)
|
|
|
(b)
|
|
(c)(1)
|
|
(d)(1)
|
|
(e)(1)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(h)
|
|
(i)(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alfred T. Mockett (3)
|
AIP
|
|
|
|
487,500
|
|
975,000
|
|
1,950,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory W. Freiberg
|
AIP
|
|
|
|
138,125
|
|
276,250
|
|
524,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard J. Hanna
|
AIP
|
|
|
|
162,500
|
|
325,000
|
|
617,500
|
|
|
|
|
|
|
|
|
|
|
|
NQSO
|
|
2/28/2012
|
|
|
|
|
|
|
|
|
|
50,000
|
|
1.74
|
|
1.74
|
|
10,746
|
|
RSU
|
|
3/29/2012
|
|
|
|
|
|
|
|
50,000
|
|
|
|
1.26
|
|
|
|
63,000
|
Atish Banerjea
|
AIP
|
|
|
|
100,000
|
|
200,000
|
|
370,000
|
|
|
|
|
|
|
|
|
|
|
|
NQSO
|
|
2/28/2012
|
|
|
|
|
|
|
|
|
|
50,000
|
|
1.74
|
|
1.74
|
|
10,746
|
|
RSU
|
|
3/29/2012
|
|
|
|
|
|
|
|
50,000
|
|
|
|
1.26
|
|
|
|
63,000
|
Mark W. Hianik
|
AIP
|
|
|
|
112,500
|
|
225,000
|
|
416,250
|
|
|
|
|
|
|
|
|
|
|
|
NQSO
|
|
2/28/2012
|
|
|
|
|
|
|
|
|
|
60,000
|
|
1.74
|
|
1.74
|
|
12,896
|
|
RSU
|
|
3/29/2012
|
|
|
|
|
|
|
|
60,000
|
|
|
|
1.26
|
|
|
|
75,600
|
|
|
|
|
|
|
Guideline
|
|
|
|
|
|
|
|
|
Guideline
|
|
Stock
|
|
|
|
|
|
|
|
|
Annual
|
|
Award
|
|
|
|
|
|
|
|
|
Incentive
|
|
Opportunity
|
|
|
|
Change in
|
|
|
|
|
Opportunity
|
|
(% of
|
|
|
|
Control
|
|
|
|
|
(% of
|
|
Base Salary)
|
|
Severance
|
|
Severance
|
Name
|
|
Base Salary
|
|
Base Salary)
|
|
(1)
|
|
(2)
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
Alfred T. Mockett
|
|
$975,000
|
|
100%
|
|
n/a
|
|
1.5 times
|
|
3.0 times
|
Gregory W. Freiberg
|
|
$425,000
|
|
65%
|
|
n/a
|
|
1.5 times
|
|
2.0 times
|
Richard J. Hanna
|
|
$500,000
|
|
65%
|
|
n/a
|
|
1.5 times
|
|
2.0 times
|
Atish Banerjea
|
|
$400,000
|
|
50%
|
|
n/a
|
|
1.5 times
|
|
2.0 times
|
Mark W. Hianik
|
|
$450,000
|
|
50%
|
|
n/a
|
|
1.5 times
|
|
2.0 times
|
Term
|
|
Mr. Mockett's employment agreement has a fixed term that runs through December 31, 2014. Any non-renewal of the employment agreement by us would be considered a termination without Cause. The other NEOs are terminable at will.
|
|
|
|
Additional Compensation
|
|
Each NEO is eligible to participate in all bonuses, long-term incentive compensation, stock options and other equity participation arrangements made available to other senior executives (subject, in the case of Mr. Mockett, to the provisions of his employment agreement).
|
|
|
|
Benefits
|
|
Each of the NEOs are eligible to participate in all employee benefit programs (including perquisites, fringe benefits, vacation, pension and 401(k) plan participation and life, health, accident and disability insurance) to the same extent as other similarly situated executive officers.
|
|
|
|
Termination without Cause or for Good
Reason not arising from or within two
years after a Change in Control
|
|
Each of the NEOs receives a cash lump sum payment equal to one-and-one-half times base salary plus guideline annual incentive and the continuation of benefits for one and one-half years. Terminated NEOs are also eligible to receive a cash payment of a pro rata portion of the annual incentive payable for the year of termination.
|
|
|
|
Termination without Cause or for Good
Reason arising from, and within two
years after, a Change in Control
|
|
Mr. Mockett receives a cash lump sum payment equal to three times the sum of base salary plus guideline annual incentive and continuation of benefits for one-and-one half years. Each of the remaining NEOs receives a cash lump sum payment equal to two times the sum of base salary plus guideline annual incentive and continuation of benefits for one and one-half years. In addition, under the Dex One Corporation Equity Incentive Plan, upon a Change in Control, certain awards may vest and/or become fully payable as provided in the relevant Plan and/or grant documents. If negotiations commence prior to a termination of employment but eventually result in a Change in Control within two years, then the NEO shall be treated as having been terminated within two years following a Change in Control and, therefore, shall be entitled to the benefits described above. Terminated NEOs are also eligible to receive a cash payment of a pro rata portion of the annual incentive payable for the year of termination.
|
|
|
|
Death/Disability/Retirement
|
|
Each NEO (or beneficiary) receives salary through date of termination and a pro rata portion of the annual incentive. Each NEO also receives continuation of medical and dental benefits to age 65 in the event of Disability. Outstanding equity awards are subject to accelerated vesting in the event of Death, Disability or Retirement or a Change in Control, and such equity awards may be exercised until the earlier to occur of one year after the date of such termination or the established expiration date of such award.
|
|
|
|
Excise Tax
|
|
There shall be no gross up for any excise tax relating to any payments made to any of the NEOs on account of a change in control or a termination of employment on or after January 1, 2013.
|
|
|
|
Restrictive Covenants
|
|
Non-compete - during the term of employment and 12 months following termination, the NEO shall not directly or indirectly engage in any business which is in competition with any line of business conducted by the Company or its affiliates.
|
|
|
Non-solicitation - during the term of employment and 12 months following termination, the NEO shall not solicit or otherwise interfere with the Company's relationship with its employees, customers and suppliers.
|
|
|
Confidentiality - during the term of employment and at all times thereafter the NEO shall not disclose to any third party the Company's confidential and/or proprietary information.
|
Outstanding Equity Awards At Fiscal Year-End
|
|||||||||||||||||||
|
|
|
|
Options Awards
|
|
Stock Awards
|
|||||||||||||
|
|
Grant Date
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Value of Shares or Units of Stock That Have Not Vested ($)
|
|||||
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Name
|
|
|
|
|
|
|
|
||||||||||||
(a)
|
|
(b)
|
|
(c)(1)(2)
|
|
(d)(1)(2)
|
|
(e)
|
|
(f)
|
|
(g)(3)
|
|
(h)(4)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Alfred T. Mockett (5)
|
|
9/6/2010
|
|
100,000
|
|
|
100,000
|
|
|
9.75
|
|
|
9/6/2020
|
|
|
|
|
||
|
|
9/6/2010
|
|
200,000
|
|
|
—
|
|
|
15.00
|
|
|
9/6/2020
|
|
|
|
|
||
|
|
9/6/2010
|
|
200,000
|
|
|
—
|
|
|
23.00
|
|
|
9/6/2020
|
|
|
|
|
||
|
|
9/6/2010
|
|
200,000
|
|
|
—
|
|
|
32.00
|
|
|
9/6/2020
|
|
|
|
|
||
|
|
10/12/2010
|
|
|
|
|
|
|
|
|
|
66,666
|
|
|
105,332
|
|
|||
Gregory W. Freiberg
|
|
9/12/2011
|
|
25,000
|
|
|
75,000
|
|
|
1.20
|
|
|
9/12/2021
|
|
|
|
|
||
|
|
9/12/2011
|
|
—
|
|
|
100,000
|
|
|
1.20
|
|
|
9/12/2021
|
|
|
|
|
||
|
|
9/12/2011
|
|
—
|
|
|
100,000
|
|
|
1.20
|
|
|
9/12/2021
|
|
|
|
|
||
|
|
9/12/2011
|
|
|
|
|
|
|
|
9/12/2021
|
|
66,666
|
|
|
105,332
|
|
|||
Richard J. Hanna
|
|
4/4/2011
|
|
18,750
|
|
|
56,250
|
|
|
4.96
|
|
|
4/4/2021
|
|
|
|
|
||
|
|
4/4/2011
|
|
—
|
|
|
75,000
|
|
|
4.96
|
|
|
4/4/2021
|
|
|
|
|
||
|
|
4/4/2011
|
|
—
|
|
|
75,000
|
|
|
4.96
|
|
|
4/4/2021
|
|
|
|
|
||
|
|
4/4/2011
|
|
|
|
|
|
|
|
4/4/2021
|
|
50,000
|
|
|
79,000
|
|
|||
|
|
2/28/2012
|
|
—
|
|
|
50,000
|
|
|
1.74
|
|
|
2/28/2022
|
|
|
|
|
||
|
|
3/29/2012
|
|
|
|
|
|
|
|
3/29/2022
|
|
50,000
|
|
|
79,000
|
|
|||
Atish Banerjea
|
|
1/18/2011
|
|
12,500
|
|
|
37,500
|
|
|
6.97
|
|
|
1/18/2021
|
|
|
|
|
||
|
|
3/2/2011
|
|
—
|
|
|
50,000
|
|
|
4.61
|
|
|
3/2/2021
|
|
|
|
|
||
|
|
3/2/2011
|
|
—
|
|
|
50,000
|
|
|
4.61
|
|
|
3/2/2021
|
|
|
|
|
||
|
|
1/18/2011
|
|
|
|
|
|
|
|
1/18/2021
|
|
33,333
|
|
|
52,666
|
|
|||
|
|
2/28/2012
|
|
—
|
|
|
50,000
|
|
|
1.74
|
|
|
2/28/2022
|
|
|
|
|
||
|
|
3/29/2012
|
|
|
|
|
|
|
|
3/29/2022
|
|
50,000
|
|
|
79,000
|
|
|||
Mark W. Hianik
|
|
3/1/2010
|
|
26,731
|
|
|
13,366
|
|
|
28.68
|
|
|
3/1/2020
|
|
|
|
|
||
|
|
3/2/2011
|
|
3,125
|
|
|
9,375
|
|
|
4.61
|
|
|
3/2/2021
|
|
|
|
|
||
|
|
3/2/2011
|
|
—
|
|
|
37,500
|
|
|
4.61
|
|
|
3/2/2021
|
|
|
|
|
||
|
|
3/2/2011
|
|
—
|
|
|
37,500
|
|
|
4.61
|
|
|
3/2/2021
|
|
|
|
|
||
|
|
3/2/2011
|
|
|
|
|
|
|
|
3/2/2021
|
|
8,333
|
|
|
13,166
|
|
|||
|
|
2/28/2012
|
|
—
|
|
|
60,000
|
|
|
1.74
|
|
|
2/28/2022
|
|
|
|
|
||
|
|
3/29/2012
|
|
|
|
|
|
|
|
3/29/2022
|
|
60,000
|
|
|
94,800
|
|
Options Exercises and Stock Vested — Fiscal 2012
|
|||||||
Name
|
|
Number of Shares Acquired On Vesting
|
|
Value Realized on Vesting
|
|||
Alfred T. Mockett
|
|
66,667
|
|
|
$
|
124,667
|
|
Gregory W. Freiberg
|
|
33,334
|
|
|
$
|
61,001
|
|
Richard J. Hanna
|
|
25,000
|
|
|
$
|
33,250
|
|
Atish Banerjea
|
|
16,667
|
|
|
$
|
34,667
|
|
Mark W. Hianik
|
|
4,167
|
|
|
$
|
7,001
|
|
Nonqualified Deferred Compensation — Fiscal 2012
|
||||||||||||||||||||
|
|
Executive
|
|
Registrant
|
|
Aggregate
|
|
Aggregate
|
|
Aggregate
|
||||||||||
|
|
Contributions in
|
|
Contributions in
|
|
Earnings in
|
|
Withdrawals/
|
|
Balance at
|
||||||||||
Name
|
|
Last FY
|
|
Last FY
|
|
Last FY
|
|
Distributions
|
|
Last FYE
|
||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Alfred T. Mockett
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
1,196
|
|
Gregory W. Freiberg
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Richard J. Hanna
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Atish Banerjea
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mark W. Hianik
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,573
|
|
|
$
|
—
|
|
|
$
|
73,703
|
|
|
||||||||||||||||||||
|
|
Mr. Mockett
|
|
Mr. Freiberg
|
|
Mr. Hanna
|
|
Mr. Banerjea
|
|
Mr. Hianik
|
||||||||||
Termination Scenario (12/31/12)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Voluntary Resignation or for cause
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Without cause or for good reason
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Not within two years of CIC)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Incentive pay — pro rata
|
|
$
|
975,000
|
|
|
$
|
202,775
|
|
|
$
|
218,869
|
|
|
$
|
141,700
|
|
|
$
|
165,580
|
|
Severance pay
|
|
2,925,000
|
|
|
1,051,875
|
|
|
1,237,500
|
|
|
900,000
|
|
|
1,012,500
|
|
|||||
Unvested SARs/Options-pro rata(1)
|
|
—
|
|
|
9,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unvested RS/RSUs — pro rata(1)
|
|
105,332
|
|
|
52,668
|
|
|
65,833
|
|
|
52,667
|
|
|
38,184
|
|
|||||
Health benefits/Life Insurance continuation
|
|
14,123
|
|
|
11,564
|
|
|
13,209
|
|
|
11,516
|
|
|
11,612
|
|
|||||
Total
|
|
$
|
4,019,455
|
|
|
$
|
1,328,382
|
|
|
$
|
1,535,411
|
|
|
$
|
1,105,883
|
|
|
$
|
1,227,876
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Within Two Years of CIC
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Without cause or for good reason)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Incentive pay — pro rata
|
|
$
|
975,000
|
|
|
$
|
202,775
|
|
|
$
|
218,869
|
|
|
$
|
141,700
|
|
|
$
|
165,580
|
|
Severance pay
|
|
5,850,000
|
|
|
1,402,500
|
|
|
1,650,000
|
|
|
1,200,000
|
|
|
1,350,000
|
|
|||||
Unvested SARs/Options(1)
|
|
—
|
|
|
28,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unvested RS/RSUs(1)
|
|
105,332
|
|
|
105,332
|
|
|
158,000
|
|
|
131,666
|
|
|
107,966
|
|
|||||
Health benefits/Life Insurance continuation
|
|
28,247
|
|
|
15,419
|
|
|
17,611
|
|
|
15,354
|
|
|
15,482
|
|
|||||
Outplacement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
280G/4999 Tax Gross Up
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
6,958,579
|
|
|
$
|
1,754,526
|
|
|
$
|
2,044,480
|
|
|
$
|
1,488,720
|
|
|
$
|
1,639,028
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CIC — Assuming no termination
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unvested SARs/Options(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unvested RS/RSUs(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Death or Disability
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Incentive pay — pro rata
|
|
$
|
975,000
|
|
|
$
|
202,775
|
|
|
$
|
218,869
|
|
|
$
|
141,700
|
|
|
$
|
165,580
|
|
Unvested SARs/Options — pro rata(1)
|
|
—
|
|
|
9,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unvested RS/RSUs — pro rata(1)
|
|
105,332
|
|
|
52,668
|
|
|
39,500
|
|
|
26,334
|
|
|
6,584
|
|
|||||
Disability — Present Value of Health
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Benefits through age 65
|
|
9,393
|
|
|
112,831
|
|
|
66,495
|
|
|
108,270
|
|
|
81,343
|
|
|||||
Total
|
|
$
|
1,089,725
|
|
|
$
|
377,774
|
|
|
$
|
324,864
|
|
|
$
|
276,304
|
|
|
$
|
253,507
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Retirement
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unvested SARs/Options — pro rata(1)
|
|
$
|
—
|
|
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unvested RS/RSUs — pro rata(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
—
|
|
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Annual retainer of $125,000, payable $50,000 in cash and $75,000 in Company common stock.
|
•
|
Additional cash retainer of $75,000 to the non-executive Chairman, $25,000 to the Chair of the Audit and Finance
|
•
|
Cash meeting fees of $2,000 for each Board and Board Committee meeting attended.
|
•
|
Reimbursement for reasonable costs and expenses associated with attendance at Board and Board Committee meetings
|
|
|
Fees Earned or
|
|
Stock
|
|
|
|
|
Paid in Cash
|
|
Awards
|
|
Total
|
Name
|
|
($)
|
|
($)(1)
|
|
($)
|
Jonathan B. Bulkeley
|
|
$120,000
|
|
$75,000
|
|
$195,000
|
Eugene I. Davis
|
|
$92,750
|
|
$75,000
|
|
$167,750
|
Richard L. Kuersteiner
|
|
$128,000
|
|
$75,000
|
|
$203,000
|
W. Kirk Liddell
|
|
$160,000
|
|
$75,000
|
|
$235,000
|
Mark A. McEachen
|
|
$172,000
|
|
$75,000
|
|
$247,000
|
Alan F. Schultz
|
|
$169,500
|
|
$75,000
|
|
$244,500
|
|
|
|
|
|
|
Stock Awards
|
|
Stock Awards(1)
|
|
|
|
|
|
|
(unvested)
|
|
(vested) (1)
|
Name
|
|
|
|
|
|
(#)
|
|
(#)
|
Jonathan B. Bulkeley
|
|
|
|
|
|
—
|
|
115,746
|
Richard L. Kuersteiner
|
|
|
|
|
|
—
|
|
85,948
|
W. Kirk Liddell
|
|
|
|
|
|
—
|
|
130,871
|
Mark A. McEachen
|
|
|
|
|
|
—
|
|
115,746
|
Alan F. Schultz
|
|
|
|
|
|
—
|
|
111,371
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
|
Shares of the Company's Common Stock
|
||||
Beneficial Owner
|
Amount Beneficially Owned
(1)
|
|
Percentage of Class
|
||
Jonathan B. Bulkeley
|
115,746
|
|
|
*
|
|
Gregory W. Freiberg
|
114,183
|
|
(2)
|
*
|
|
Richard J. Hanna
|
137,500
|
|
(3)
|
*
|
|
Mark W. Hianik
|
25,973
|
|
(4)
|
*
|
|
Richard L. Kuersteiner
|
85,948
|
|
|
*
|
|
W. Kirk Liddell
|
130,871
|
|
|
*
|
|
Mark A. McEachen
|
115,746
|
|
|
*
|
|
Alfred T. Mockett
|
378,367
|
|
(5)
|
*
|
|
Alan F. Schultz
|
111,371
|
|
|
*
|
|
All Current Directors and Executive Officers as a Group (13 persons)
|
1,317,307
|
|
|
2.56
|
%
|
Franklin Resources, Inc.
|
13,770,362
|
|
(6)
|
26.80
|
%
|
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
|
|
||
Hayman Capital Management, L.P.
|
5,064,550
|
|
(7)
|
9.95
|
%
|
2101 Cedar Springs Road, Suite 1400
Dallas, TX 75201
|
|
|
|
||
Robert E. Mead
|
4,399,056
|
|
(8)
|
8.65
|
%
|
3653 Maplewood Avenue
Dallas, TX 75205
|
|
|
|
||
Restructuring Capital Associates, L.P.
|
4,304,831
|
|
(9)
|
8.50
|
%
|
2 Stamford Plaza, Suite 1501
281 Tresser Boulevard
Stamford, CT 06901 |
|
|
|
||
Paulson & Co. Inc.
|
3,676,394
|
|
(10)
|
7.35
|
%
|
1251 Avenue of the Americas
New York, NY 10020
|
|
|
|
||
Mittleman Brothers, LLC
|
2,672,403
|
|
(11)
|
5.20
|
%
|
188 Birch Hill Road
Locust Valley, NY 11560
|
|
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
•
|
the size of the transaction and the amount payable to a related person;
|
•
|
the nature of the interest of the related person in the transaction;
|
•
|
whether the transaction was undertaken in the ordinary course of business; and
|
•
|
whether the transaction involves the provision of goods or services to Dex One that are available from unrelated third parties and, if so, whether the transaction is on terms and made under circumstances that are at least as favorable to Dex One as would be available in comparable transactions with or involving unrelated third parties.
|
1.
|
No director will qualify as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. The Company will identify which directors are independent and disclose these affirmative determinations.
|
2.
|
No director can be independent if the director is, or has been within the last three years, an employee of the Company.
|
3.
|
No director can be independent if an immediate family member of the director is or has been an executive officer of the Company within the last three years.
|
4.
|
No director can be independent if the director received, or has an immediate family member who has received, during any twelve-month period within that last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
|
5.
|
No director can be independent if:
|
a.
|
the director or an immediate family member is a current partner of the Company's internal or external auditor;
|
b.
|
the director is a current employee of the Company's internal or external auditor;
|
c.
|
the director has an immediate family member who is a current employee of the Company's internal or external auditor and personally works on the Company's audit; or
|
d.
|
the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such auditor and personally worked on the Company's audit within that time.
|
6.
|
No director can be independent if the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company's present executives at the same time serves or served on that company's compensation committee.
|
7.
|
No director can be independent if the director is a current employee, or an immediate family member is a current executive officer, of a company (excluding charitable organizations) that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.
|
8.
|
No director can be independent if the Company has made charitable contributions to any charitable organization in which such director serves as an executive officer if, within the preceding three years, contributions by the Company to such charitable organization in any single completed fiscal year of such charitable organization exceeded the greater of $1 million, or 2% of such charitable organization's consolidated gross revenues.
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
Reports of Independent Registered Public Accounting Firm
|
Consolidated Balance Sheets as of December 31, 2012 and 2011
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012 and 2011, eleven months ended December 31, 2010 (Successor Company) and the one month ended January 31, 2010 (Predecessor Company)
|
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011, eleven months ended December 31, 2010 (Successor Company) and the one month ended January 31, 2010 (Predecessor Company)
|
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2012 and 2011, eleven months ended December 31, 2010 (Successor Company) and the one month ended January 31, 2010 (Predecessor Company)
|
Notes to Consolidated Financial Statements
|
Financial statement schedules for the Company and the Predecessor Company have not been prepared because the required information has been included in the Company’s and the Predecessor Company’s consolidated financial statements included in Item 8 of this Annual Report.
|
Exhibit No.
|
Document
|
10.2
|
Letter from Sprint Nextel Corporation, dated as of May 16, 2006, acknowledging certain matters with respect to the Non-Competition Agreement described above as Exhibit 10.1 (incorporated by reference to Exhibit 10.12 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
|
|
|
10.3
|
Directory Services License Agreement, dated as of May 16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon, L.L.C., R.H. Donnelley Directory Company, Embarq Corporation, Embarq Directory Trademark Company, LLC and certain subsidiaries of Embarq Corporation formerly constituting Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
|
|
|
10.4
|
Trademark License Agreement, dated as of May 16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., R.H. Donnelley Directory Company and Embarq Directory Trademark Company, LLC (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
|
|
|
10.5
|
Publisher Trademark License Agreement, dated as of May 16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon, L.L.C., R.H. Donnelley Directory Company and Embarq Corporation (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
|
|
|
10.6
|
Non-Competition Agreement, dated as of May 16, 2006, by and among the Company, R.H. Donnelley Publishing & Advertising, Inc., CenDon, L.L.C., R.H. Donnelley Directory Company, Embarq Corporation and certain subsidiaries of Embarq Corporation formerly constituting Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
|
|
|
10.7
|
Subscriber Listings Agreement, dated as of May 16, 2006, by and among R.H. Donnelley Publishing & Advertising, Inc., CenDon, L.L.C., R.H. Donnelley Directory Company, Embarq Corporation and certain subsidiaries of Embarq Corporation formerly constituting Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
|
|
|
10.8
|
Standstill Agreement, dated as of May 16, 2006, by and between R.H. Donnelley Publishing & Advertising, Inc. and Embarq Corporation (incorporated by reference to Exhibit 10.11 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
|
|
|
10.9
|
Directory Services License Agreement, dated as of September 1, 2004, among the Company, R.H. Donnelley Publishing & Advertising of Illinois Partnership (f/k/a The APIL Partners Partnership), DonTech II Partnership, Ameritech Corporation, SBC Directory Operations, Inc. and SBC Knowledge Ventures, L.P. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on September 3, 2004, Commission File No. 001-07155).
|
|
|
10.10
|
Non-Competition Agreement, dated as of September 1, 2004, by and between the Company and SBC Communications Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on September 3, 2004, Commission File No. 001-07155).
|
|
|
10.11
|
Ameritech Directory Publishing Listing License Agreement, dated as of September 1, 2004, among R.H. Donnelley Publishing & Advertising of Illinois Partnership (f/k/a The APIL Partners Partnership), DonTech II Partnership and Ameritech Services Inc. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on September 3, 2004, Commission File No. 001-07155).
|
|
|
10.12
|
Publishing Agreement, dated as of November 8, 2002, as amended, by and among Dex Holding LLC., Dex Media East LLC (f/k/a SGN LLC), Dex Media West LLC (f/k/a/ GPP LLC) and Qwest Corporation (incorporated by reference to Exhibit 10.19 to Dex Media, Inc.'s Registration Statement on Form S‑4, filed with the Securities and Exchange Commission on April 14, 2004, Commission File No. 333-114472).
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10.13
|
Non-Competition and Non-Solicitation Agreement, dated November 8, 2002, by and between Dex Media East LLC (f/k/a SGN LLC), Dex Media West LLC (f/k/a GPP LLC), Dex Holdings LLC and Qwest Corporation, Qwest Communications International Inc. and Qwest Dex, Inc. (incorporated by reference to Exhibit 10.10 to Dex Media, Inc.'s Registration Statement on Form S‑4, filed with the Securities and Exchange Commission on April 14, 2004, Commission File No. 333-114472).
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Exhibit No.
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Document
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10.14
|
Third Amended and Restated Credit Agreement, dated as of January 29, 2010, by and among the Company, R.H. Donnelley Inc., as borrower, the lenders parties thereto and Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2010, Commission File No. 001-07155).
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10.15
|
First Amendment, dated as of March 9, 2012, to the Third Amended and Restated Credit Agreement, dated as of January 29, 2010 by and among R.H. Donnelly Inc., as borrower, the Company, the lenders from time to time parties thereto, and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012, Commission File No. 001-07155).
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10.16
|
Credit Agreement, dated as of June 6, 2008, as amended and restated as of January 29, 2010, by and among the Company, Dex Media, Inc., Dex Media West, Inc., Dex Media West LLC, as borrower, the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2010, Commission File No. 001-07155).
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10.17
|
First Amendment, dated as of March 9, 2012, to the Credit Agreement, dated as of June 6, 2008, as amended and restated as of January 29, 2010, by and among Dex Media West, Inc., as borrower, the Company, Dex Media Inc., the lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012, Commission File No. 001-07155).
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10.18
|
Credit Agreement, dated as of October 24, 2007, as amended and restated as of January 29, 2010, by and among the Company, Dex Media, Inc., Dex Media East, Inc., Dex Media East LLC, as borrower, the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2010, Commission File No. 001-07155).
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10.19
|
First Amendment, dated as of March 9, 2012, to the Credit Agreement, dated as of October 24, 2007, as amended and restated as of January 29, 2010, by and among Dex Media East, Inc., as borrower, the Company, Dex Media, Inc., the lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2012, Commission File No. 001-07155).
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10.20
|
Support and Limited Waiver Agreement, dated as of December 5, 2012, by and among Dex One Corporation, subsidiaries of Dex One Corporation named therein, the lenders that from time to time become party thereto, and JP Morgan Chase Bank, N.A. as Administrative Agent under the Dex Media East, Inc. and Dex Media West, Inc. Credit Facilities, and Deutsche Bank Trust Companies Americas, as Administrative Agent under the R.H. Donnelley Inc. Credit Facility (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2012, Commission File No. 001-07155).
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10.21^
|
Board of Director Compensation Program (as modified and in effect as of June 24, 2010) (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 4, 2011, Commission File No. 001-07155).
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10.22^
|
Dex One Pension Benefit Equalization Plan, as Amended and Restated as of January 1, 2011 (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 4, 2011, Commission File No. 001-07155).
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10.23 ^
|
Dex One Corporation Restoration Plan, as Amended and Restated as of January 1, 2011 (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 4, 2011, Commission File No. 001-07155).
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10.24^
|
R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, as Amended and Restated as of December 31, 2008 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 7, 2009, Commission File No. 001-07155).
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10.25^
|
Dex One Corporation 2009 Long-Term Incentive Program for Executive Officers (as adopted and effective as of March 9, 2009 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed with the Securities and Exchange Commission on May 8, 2009, Commission File No. 001-07155).
|
Exhibit No.
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Document
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10.26^
|
Dex One Corporation Equity Incentive Plan adopted and effective as of January 29, 2010 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2010, Commission File No. 001-07155).
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10.27^
|
Form of Stock Appreciation Rights Agreement for Executive Officers who are Senior Vice Presidents and Above for the March 2010 SAR Awards (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on March 12, 2010, Commission File No. 001-07155).
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10.28^
|
Form of Stock Appreciation Right Agreement for Employees other than Executive Officers who are Senior Vice Presidents and Above for the March 2010 SAR Awards (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on March 12, 2010, Commission File No. 001-07155).
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10.29^
|
Employment Agreement, dated as of September 6, 2010, by and between the Company and Alfred T. Mockett (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 8, 2010, Commission File No. 001-07155).
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10.30^
|
Stand-Alone Nonqualified Stock Option Agreement, dated as of September 6, 2010, by and between the Company and Alfred T. Mockett (attached as Exhibit A to Exhibit 10.25).
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10.31^
|
Form of Stand-Alone Restricted Stock Award Agreement by and between the Company and Alfred T. Mockett (attached as Exhibit B to Exhibit 10.25).
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10.32^
|
Stand-Alone Premium Nonqualified Stock Option Agreement ($15 Exercise Price), dated as of September 6, 2010, by and between the Company and Alfred T. Mockett (attached as Exhibit C to Exhibit 10.25).
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10.33^
|
Stand-Alone Premium Nonqualified Stock Option Agreement ($23 Exercise Price), dated as of September 6, 2010, by and between the Company and Alfred T. Mockett (attached as Exhibit D to Exhibit 10.25).
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10.34^
|
Stand-Alone Premium Nonqualified Stock Option Agreement ($32 Exercise Price), dated as of September 6, 2010, by and between the Company and Alfred T. Mockett (attached as Exhibit E to Exhibit 10.25).
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10.35^
|
Stand-Alone Restricted Stock Award Agreement, dated as of January 18, 2011, between the Company and Atish Banerjea (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 4, 2011, Commission File No. 001-07155).
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10.36^
|
Stand-Alone Nonqualified Stock Option Agreement, dated as of January 18, 2011, between the Company and Atish Banerjea (incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 4, 2011, Commission File No. 001-07155).
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10.37^
|
Form of Restricted Stock Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the Securities and Exchange Commission on May 2, 2011, Commission File No. 001-07155).
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10.38^
|
Form of Non-Qualified Stock Option Agreement (Time-Vested Award) for Executive Officers (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the Securities and Exchange Commission on May 2, 2011, Commission File No. 001-07155).
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10.39^
|
Form of Non-Qualified Stock Option Agreement (Price-Vested Award) for Executive Officers (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the Securities and Exchange Commission on May 2, 2011, Commission File No. 001-07155).
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10.40^
|
Form of Restricted Stock Unit Agreement (Performance Shares) (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed with the Securities and Exchange Commission on April 26, 2012, Commission File No. 001-07155).
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10.41^
|
Dex One Corporation Severance Plan - Senior Vice President, effective as amended January 26, 2012 (incorporated by reference to Exhibit 10.36 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 1, 2012, Commission File No. 001-07155).
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Exhibit No.
|
Document
|
10.42^
|
Separation Agreement, dated as of May 20, 2010, by and between the Company, R.H. Donnelley Inc., Dex Media West, Inc. Dex media East, Inc. and David C. Swanson (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2010, Commission File No. 001-07155).
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10.43^
|
Separation Agreement, dated May 25, 2011, by and between the Company, R.H. Donnelley Inc., Dex Media West, Inc. Dex Media East, Inc. and Steven M. Blondy (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2011, Commission File No. 001-07155).
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10.44^
|
Form of Indemnification Agreement for Directors of the Company (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2010, Commission File No. 001-07155).
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21.1*
|
Subsidiaries of the Registrant.
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23.1*
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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31.1*
|
Certification of Annual Report on Form 10-K for the period ended December 31, 2012 by Alfred T. Mockett, Chief Executive Officer and President of the Company under Section 302 of the Sarbanes-Oxley Act.
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|
31.2*
|
Certification of Annual Report on Form 10-K for the period ended December 31, 2012 by Gregory W. Freiberg, Executive Vice President and Chief Financial Officer of the Company under Section 302 of the Sarbanes-Oxley Act.
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|
32.1*
|
Certification of Annual Report on Form 10-K for the period ended December 31, 2012 under Section 906 of the Sarbanes-Oxley Act by Alfred T. Mockett, Chief Executive Officer and President, and Gregory W. Freiberg, Executive Vice President and Chief Financial Officer, for the Company.
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99.1
|
Order Confirming Joint Plan of Reorganization, as entered by the Bankruptcy Court on January 12, 2010 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2010, Commission File No. 001-07155).
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101.INS*
|
XBRL Instance Document
|
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|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
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|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
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|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
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101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Dex One Corporation
|
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|
By:
|
/s/ Alfred T. Mockett
|
|
|
Alfred T. Mockett, Chief Executive Officer and President
|
/s/ Alfred T. Mockett
|
|
Chief Executive Officer
|
|
March 18, 2013
|
(Alfred T. Mockett)
|
|
and President
(Principal Executive Officer)
|
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|
/s/ Gregory W. Freiberg
|
|
Executive Vice President and
|
|
March 18, 2013
|
(Gregory W. Freiberg)
|
|
Chief Financial Officer
(Principal Financial Officer)
|
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|
/s/ Sylvester J. Johnson
|
|
Vice President – Controller
|
|
March 18, 2013
|
(Sylvester J. Johnson)
|
|
and Chief Accounting Officer
(Principal Accounting Officer)
|
|
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|
/s/ Jonathan B. Bulkeley
|
|
Director
|
|
March 18, 2013
|
(Jonathan B. Bulkeley)
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|
/s/ Richard L. Kuersteiner
|
|
Director
|
|
March 18, 2013
|
(Richard L. Kuersteiner)
|
|
|
|
|
|
|
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|
|
/s/ W. Kirk Liddell
|
|
Director
|
|
March 18, 2013
|
(W. Kirk Liddell)
|
|
|
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|
|
|
|
|
/s/ Mark A. McEachen
|
|
Director
|
|
March 18, 2013
|
(Mark A. McEachen)
|
|
|
|
|
|
|
|
|
|
/s/ Alan F. Schultz
|
|
Director
|
|
March 18, 2013
|
(Alan F. Schultz)
|
|
|
|
|
Exhibit No.
|
|
Document
|
|
|
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|
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|
21.1*
|
|
Subsidiaries of the Registrant.
|
|
|
|
23.1*
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
|
|
31.1*
|
|
Certification of Annual Report on Form 10-K for the period ended December 31, 2012 by Alfred T. Mockett, Chief Executive Officer and President of the Company under Section 302 of the Sarbanes-Oxley Act.
|
|
|
|
31.2*
|
|
Certification of Annual Report on Form 10-K for the period ended December 31, 2012 by Gregory W. Freiberg, Executive Vice President and Chief Financial Officer of the Company under Section 302 of the Sarbanes-Oxley Act.
|
|
|
|
32.1*
|
|
Certification of Annual Report on Form 10-K for the period ended December 31, 2012 under Section 906 of the Sarbanes-Oxley Act by Alfred T. Mockett, Chief Executive Officer and President, and Gregory W. Freiberg, Executive Vice President and Chief Financial Officer, for the Company.
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1 Year Dex One Corp. Chart |
1 Month Dex One Corp. Chart |
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