DEX MEDIA HOLDINGS, INC. 2017 ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS For THE SUCCESSOR COMPANY FOR THE YEAR ENDED DECEMBER 31, 2017, AND THE FIVE MONTHS ENDED DECEMBER 31, 2016, And THE PREDECESSOR COMPANY FOR THE SEVEN MONTHS ENDED JULY 31, 2016, AND THE YEAR ENDED DECEMBER 31, 2015 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Management's Discussion and Analysis of Financial Condition and Results of Operations 3 Report of Independent Auditors 12 Financial Statements Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2017 (Successor Company), the five months ended December 31, 2016 (Successor Company), the seven months ended July 31, 2016 (Predecessor Company), and the year ended December 31, 2015 (Predecessor Company) 13 Consolidated Balance Sheets at December 31, 2017 (Successor Company) and December 31, 2016 (Successor Company) 14 Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the year ended December 31, 2017 (Successor Company), the five months ended December 31, 2016 (Successor Company), the seven months ended July 31, 2016 (Predecessor Company), and the year ended December 31, 2015 (Predecessor Company) 15 Consolidated Statements of Cash Flows for the year ended December 31, 2017 (Successor Company), the five months ended December 31, 2016 (Successor Company), the seven months ended July 31, 2016 (Predecessor Company) and the year ended December 31, 2015 (Predecessor Company) 17 Notes to Consolidated Financial Statements 19 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED) The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity, and capital resources. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements. Overview Dex Media Holdings, Inc. (“DexYP,” the “Company,” the “Successor,” or the “Successor Company”) is a leading provider of local marketing solutions to approximately 600,000 business clients across the United States. The Company's approximately 2,800 sales employees work directly with clients to provide multiple local marketing solutions to help clients connect with their customers. On June 30, 2017, the Company completed the acquisition of YP Holdings (“YP”), a leading marketing solutions and search platform provider and publisher of the Real Yellow Pages and YP.com. The Company acquired substantially all of the assets and assumed substantially all of the liabilities. From June 30, 2017 forward, the Company began doing business as DexYP and are led by the Company’s current board of directors and executive management team. The Company's local marketing solutions are primarily sold under various “Dex” and “YP” brands, including print yellow page directories, online local search engine websites, mobile local search applications, and placement of client’s information and advertisements on major search engine websites with which the Company is affiliated. DexYP's local marketing solutions also include website development, search engine optimization, market analysis, video development and promotion, reputation management, social media marketing, and tracking/reporting of customer leads. The Company also offers an all-in-one small business management software as a service (SAAS) solution under the brand name Thryv. This system provides the day-to-day essential tools needed to compete in the modern marketplace. The software solution comes complete with a customer relationship management tool (CRM), customer communication tools, invoicing and estimation tools, payment processing, appointment scheduling, social profile management, email & text marketing, and online presence tools. The Company’s print yellow page directories are co-branded with various local telephone service providers, including Verizon Communications Inc., AT&T Inc., CenturyLink, Inc., FairPoint Communications, Inc., and Frontier Communications Corporation. The Company operates as the authorized publisher of print yellow page directories in some of the markets where they provide telephone service and hold multiple agreements governing relationships with each company, including publishing agreements, branding agreements, and non-competition agreements. In 2017, we published approximately 2,000 distinct directory titles in 48 states and distributed approximately 116 million directories to businesses and residences in the United States. On May 16, 2016 (the “Petition Date”), Dex Media, Inc. (“Dex Media,” the “Predecessor,” or the “Predecessor Company,”) and certain of its affiliates, as debtors and debtors-in-possession (collectively, the “Debtors”) filed with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) a proposed joint voluntary prepackaged Chapter 11 plan of reorganization (the “Plan”) pursuant to sections 1125 and 1126(b) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”). On July 15, 2016, a Confirmation Hearing was held, at which time, the Plan was confirmed. On July 29, 2016 (the “Effective Date”), the Bankruptcy Court finalized the bankruptcy proceeding and the Company successfully emerged from bankruptcy. Basis of Presentation The Company prepares its financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States. The consolidated financial statements include the financial statements of Dex Media Holdings, Inc. and its wholly owned subsidiaries. The accompanying consolidated financial statements contain all adjustments, consisting of normal recurring items and accruals, necessary to fairly present the financial position, results of operations, and cash flows of the Successor Company and the Predecessor Company, respectively. All inter-company accounts and transactions have been eliminated. The Successor Company is managed as a single reporting unit. 3 Critical Accounting Policies and Use of Estimates The preparation of the Company’s financial statements requires management to make estimates and judgments that affect the reported amount of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Examples of reported amounts that rely on significant estimates include the allowance for doubtful accounts, assets acquired and liabilities assumed in business combinations, fresh start accounting, certain amounts related to the accounting for income taxes, the recoverability and fair value determination of fixed assets and capitalized software, goodwill, intangible assets and other long-lived assets, pension assumptions, and estimates of selling prices that are used for multiple-element arrangements. For a description of all of the Company’s material accounting policies, See Note 1, Description of Business and Summary of Significant Accounting Policies, to the Company’s accompanying consolidated financial statements. Business Combinations On June 30, 2017 (the “Acquisition Date”), the Company completed the acquisition of YP Holdings (“YP”), a leading marketing solutions and search platform provider and publisher of the Real Yellow Pages and YP.com. The Company acquired substantially all of the assets and assumed substantially all of the liabilities, in each case, other than certain specified assets and liabilities. The newly formed Company will do business as DexYP and will be led by the Company’s current board of directors and executive management team. We accounted for the business combination using the acquisition method of accounting in accordance with ASC 805, “Business Combinations.” In connection with the Acquisition, consideration paid by the Company included $600.7 million in cash and 3,248,487 shares of the Company’s common stock, with a fair value of $18.2 million. The equity value of the shares issued was calculated using the income approach. Specifically, the discounted cash flow method was utilized to determine the equity value. Closing costs including finance and legal advisory fees, debt issuance costs, and insurance were $15.0 million. To finance the Acquisition, the Company amended its Dex Media Credit Agreement to issue an additional $550.0 million under its term loan. In addition, the Company amended its line of credit increasing the available borrowings from $200.0 million to $350.0 million, using the acquired YP billed and unbilled accounts receivable as collateral. On June 30, 2017, the Company borrowed an additional $70.7 million under the line of credit to help finance the Acquisition. The Company incurred no debt issuance cost for the additional $550.0 million term loan and $3.9 million of debt issuance cost for the additional $150.0 million revolving line of credit. The debt issuance costs for the revolving line of credit were recorded as an asset and will be amortized ratably over the term of revolving credit agreement. See Note 2, Acquisition of YP, to the Company's accompanying consolidated financial statements for further detail regarding our business combination. Consolidated Results of Operations The results of operations presented and discussed herein are presented on a non-GAAP proforma consolidated basis for DexYP as if the Acquisition had occurred on January 1, 2016. We believe that non-GAAP proforma results provide more meaningful information to management and investors relative to