UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K
(Mark One)

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to_________
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission file number 001-07155File Number: 001-35895
DEX MEDIA,
THRYV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware13-2740040
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
2200 West Airfield Drive, P.O. Box 619810 D/FW Airport, TX75261
(Address of principal executive offices)(Zip Code)
(972)453-7000
Registrant’s
     (Registrant’s telephone number, including area code (972) 453-7000code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value $.001 per shareTHRYThe Nasdaq Stock Market LLC
(The Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: NoneNone.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.Act. Yes o No x
Yes ¨ No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by SectionsSection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Securities Exchange Act. Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of 1934.the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o
Smaller reporting company o
   (Do not check if a smaller reporting company)
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934)Act). Yes o No x
Yes ¨ No þ

On June 30, 2014, the last business day of the most recently completed second quarter, theThe aggregate market value of the registrant’s voting common stock (based upon the closing price per share of $11.14 of such stock traded on The Nasdaq Stock Market LLC (The Nasdaq Global Select Market) on such date) held by non-affiliates of the registrant, based on the closing price of the registrant’s common stock on June 30, 2022, as reported by the Nasdaq Capital Market on such date was approximately $136,224,253. The registrant has no non-voting $590,638,000. Shares of the registrant’s common stock.
Indicatestock held by check mark whethereach executive officer, director and holder of 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.for any other purpose.
Yes þ No ¨
As of March 2, 2015February 21, 2023, there were 17,626,139 outstanding shareswere 34,748,033 shares of the registrant's common stock.


stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE

PortionsCertain portions of the registrant’sregistrant's definitive proxy statement relating tofor its 2015 annual meeting of shareholdersstockholders, to be held on May 28, 2015 (the “2015 Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2015 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year to which this report relates.
ended December 31, 2022, are incorporated herein by reference.







THRYV HOLDINGS, INC.
TABLE OF CONTENTS

TABLE OF CONTENTS
Page
PART I
Item 1.
53
Item 1A.
15
Item 1B.
2245
Item 2.
2345
Item 3.
2345
Item 4.
2545
PART II
Item 5.
2545
Item 6. Selected Financial Data
2846
2947
5265
Item 8.
F-166
70
71
72
73
74
Item 9.
100114
Item 9A.
100114
Item 9B.
116
Item 9C.
116
Item 9B. Other InformationPART III
103
PART III
Item 10.
103116
Item 11.
103116
Item 12.
103116
Item 13.
104116
Item 14.
104116
PART IV
104116
Item 16.
119
110120


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements included in this report constitute
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements withinthat reflect our current views with respect to future events and financial performance. Such statements are provided under the meaning“safe harbor” protection of the Private Securities Litigation Reform Act of 1995 and include, without limitation, statements concerning the federal securities laws. Statements that include the words may, will, could, should, would, believe, anticipate, forecast, estimate, expect, preliminary, intend, plan, project, outlookconditions of our industry and similar statements of a future or forward-looking nature identify forward-looking statements. You should not place undue reliance on these statements, as they are not guarantees of future performance. Forward-looking statements provide current expectations with respect to our financialoperations, performance, and future events with respectfinancial condition, including, in particular, statements relating to our business, growth strategies, product development efforts, and industryfuture expenses. Forward-looking statements include all statements that do not relate solely to historical or current facts and generally can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “could,” “estimates,” “expects,” “likely,” “may,” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in general. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements are based on certainour current expectations and assumptions regarding our business, the economy, and include any statement that does not directlyother future conditions. Because forward-looking statements relate to any historical or current fact. Forward-looking statements address matters that involvethe future, by their nature, they are subject to inherent uncertainties, risks, and uncertainties.changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Accordingly, there are or will be importantwe caution you against relying on forward-looking statements. Important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factorsthe forward-looking statements include but are not limited to, the risks related toregional, national, or global political, economic, business, competitive, market, and regulatory conditions and the following:
Ÿ
•significant competition for our Marketing Services solutions and SaaS offerings, including from companies that use components of our SaaS offerings provided by third parties;
•our ability to provide assurance for the long-term continued viability of our business;maintain profitability;
Ÿ•our ability to comply with manage our growth effectively;
•our ability to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets;
•the financial covenants and other restrictive covenants in our credit facilities;
Ÿlimitationseffect of the coronavirus commonly referred to as COVID-19 (“COVID-19”) on our operating and strategic flexibility and the ability to operate our business, finance our capital needs or expand business strategies under the terms of our credit facilities;
Ÿlimited access to capital markets and increased borrowing costs resulting from our leveraged capital structure and debt ratings;
Ÿour ability to obtain additional financing or refinance our existing indebtedness on satisfactory terms or at all;
Ÿour ability to accurately report our financial results due to a material weakness in our internal control over financial reporting;
Ÿpossible changes in our credit rating;
Ÿchanges in our operating performance;
Ÿour ability to implement our business transformation program as planned;
Ÿour ability to realize the anticipated benefits in the amounts and at the times expected from the business transformation program;
Ÿthe risk that the amount of costs associated with our business transformation program will exceed estimates;
Ÿreduced advertising spending and increased contract cancellations by our clients, which causes reduced revenue;
Ÿdeclining use of print yellow page directories by consumers;
Ÿour ability to collect trade receivables from clients to whom we extend credit;
Ÿcredit risk associated with our reliance on small and medium sized businesses as clients;
Ÿour ability to anticipate or respond to changes in technology and user preferences;
Ÿour ability to maintain agreements with major Internet search and local media companies;
Ÿcompetition from other yellow page directory publishers and other traditional and new media including increased competition from existing and emerging digital technologies;
Ÿchanges in the availability and cost of paper and other raw materials used to print our directories;
Ÿour reliance on third-party providers for printing, publishing and distribution services;
Ÿour ability to attract and retain qualified key personnel;

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Ÿour ability to maintain good relations with our unionized employees;
Ÿchanges in labor, business, political and economic conditions;
Ÿchanges in governmental regulations and policies and actions of federal, state and local municipalities impacting our businesses;
Ÿthe outcome of pending or future litigation and other claims; and
Ÿother events beyond our control that may result in unexpected adverse operating results.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this and other periodic reports we file with the Securities and Exchange Commission “SEC”, including the information in “Item 1A. Risk Factors” in Part Imeasures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;
•our ability to maintain our strategic relationships with third-party service providers;
•internet search engines and portals potentially terminating or materially altering their agreements with us;
•our ability to keep pace with rapid technological changes and evolving industry standards;
•our small to medium-sized businesses (“SMBs”) clients potentially opting not to renew their agreements with us or renewing at lower spend;
•potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information;
•our potential failure to identify suitable acquisition candidates and consummate such acquisitions;
•our ability to successfully integrate acquired businesses into our operations or recognize the benefits of this report, which is incorporated herein by reference. Ifacquisitions, including the failure of an acquired business to achieve its plans and objectives;
•the potential loss of one or more events relatedkey employees or our inability to theseattract and to retain highly skilled employees;
•our ability to maintain the compatibility of our Thryv platform with third-party applications;
•our ability to successfully expand our operations and current offerings into new markets, including internationally, or further penetrate existing markets;
•our potential failure to provide new or enhanced functionality and features;
•our potential failure to comply with applicable privacy, security and data laws, regulations and standards;
•potential changes in regulations governing privacy concerns and laws or other risksdomestic or uncertainties materialize,foreign data protection regulations;
•our potential failure to meet service level commitments under our client contracts;
•our potential failure to offer high-quality or if technical support services;
•our underlying assumptions proveThryv platform and add-ons potentially failing to be incorrect,perform properly;
•the potential impact of future labor negotiations;
•our ability to protect our intellectual property rights, proprietary technology, information, processes, and know-how;
•rising inflation and our ability to control costs, including operating expenses;
•general macro-economic conditions, including a recession or an economic slowdown in the U.S. or internationally;
•volatility and weakness in bank and capital markets; and
•costs, obligations and liabilities incurred as a result of and in connection with being a public company.
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For additional information regarding known material factors that could cause the Company’s actual results mayto differ materially from what we anticipate. All forward-looking statements includedits projected results, see Part I. Item 1A. Risk Factors in this report are expressly qualified in their entirety by the foregoing cautionary statements. YouAnnual Report. Readers are cautioned not to place undue reliance on these forward-looking statements contained in this document, which speak only as of the date hereof or, in the case of statements incorporated by reference, on the date of the document incorporated by reference and, other thanthis Annual Report. Except as required by applicable law, we undertakethe Company undertakes no obligation to publicly update or revise any forward-looking statements publicly after the date they are made, whether as a result of new information, future events, or otherwise.

In this Annual Report, the terms “our Company,”“we,”“us,”“our,” “Company” and “Thryv” refer to Thryv Holdings, Inc. and its subsidiaries, unless the context indicates otherwise.

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PART I

ITEM 1.BUSINESS.


Dex Media, Inc. (“Dex Media”, “we”, “our”, or
Item 1.     Business

Overview

We are dedicated to supporting local, independent service-based businesses and emerging franchises by providing innovative marketing solutions and cloud-based tools to the “Company”)entrepreneurs who run them. Our Company is built upon a leading providerrich legacy in the marketing and advertising industry. We are one of localthe largest domestic providers of print and digital marketing solutions to over 490,000SMBs and SaaS end-to-end customer experience tools. Our solutions enable our SMB clients to generate new business leads, manage SMB customer relationships, and run their day-to-day operations. As of December 31, 2022, we serve approximately 390,000 SMB clients acrossthrough four business segments: Thryv U.S. Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services and Thryv International SaaS.

On January 21, 2022, Thryv, Inc., the Company’s wholly-owned subsidiary, acquired Vivial Media Holdings, Inc. (“Vivial”), a marketing and advertising company with operations in the United States. States. Additionally, on March 1, 2021, the Company completed the acquisition of Sensis Holding Limited (“Thryv Australia”), a provider of marketing solutions serving SMBs in Australia.

The Company reports its results based on four reportable segments (see Note 17, Segment Information):

•Thryv U.S. Marketing Services, which includes the Company's print and digital solutions business in the United States;
•Thryv U.S. SaaS, which includes the Company's flagship SMB end-to-end customer experience platform in the United States;
•Thryv International Marketing Services, which is comprised of Thryv's print and digital solutions business in Australia; and
•Thryv International SaaS, which includes the SaaS business management tools for SMBs in Australia.

Thryv U.S. Marketing Services

Our Thryv U.S. Marketing Services segment provides both print and digital solutions. Our primary Thryv U.S. Marketing Services offerings include:

Print
•Print Yellow Pages. Print marketing solutions through our owned and operated Print Yellow Pages (“PYPs”), which carry “TheReal Yellow Pages” tagline;
Digital
•Internet Yellow Pages. Digital marketing solutions through our proprietary Internet Yellow Pages (“IYPs”), including Yellowpages.com, Superpages.com, Dexknows.com, and Extended Search Solutions (“ESS”);
•Search Engine Marketing. Search engine marketing (“SEM”) solutions that deliver business leads from Google, Yahoo!, Bing, Yelp, and other major engines and directories; and
•Other Digital Media Solutions. Other digital media solutions include online display and social advertising, online presence and video, and search engine optimization (“SEO”) tools.
Thryv U.S. SaaS

Our Thryv U.S. SaaS segment is comprised of Thryv, Hub By Thryv, Marketing Center, Thryv Add-ons, and ThryvPay.

•Thryv®. Our Thryv platform, is our flagship SMB end-to-end customer experience platform. It helps small businesses and emerging franchises “get the job, manage the job, and get credit” for their jobs. It includes capabilities such as customer relationship management (“CRM”), omnichannel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management, document management and centralized customer communication. Thryv provides SMBs with a real-
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time 360-degree view of their customers and every interaction that each customer has with their business throughout their lifecycle.
•Hub by Thryv,is a solution that empowers a franchisor with real-time oversight and day-to-day management of multiple locations. The solution enables emerging franchises to scale repeatable processes and success as their locations and geographical footprint expands. This ensures a high franchisee success rate, a crucial metric within the franchise industry.
•Marketing Center. Marketing Center, launched in the fourth quarter of 2022, is a fully integrated next generation marketing and advertising platform operated by the end user. Marketing Center contains everything a small business owner needs to market and grow their business effectively. Inclusive of premium placement on a number of popular sites on the internet, a robust marketing tool kit, AutoID to track marketing conversions via the Thryv CRM, and the ability to run paid advertising campaigns with fully automated recommendations, tagging, and landing page creation.
•ThryvAdd-ons. We offer a range of add-ons that can be purchased in conjunction with our Thryv platform, including, but not limited to, Thryv Leads, our integrated local marketing and lead generation solution, GMB Optimization services, HIPPA protections, and SEO tools.

•ThryvPay. ThryvPay is our own branded payment solution that allows users to get paid via credit card and ACH and is tailored to service businesses that want to provide consumers with safe, contactless, fast online payment options. Complete with highly competitive rates, ThryvPay also supports future scheduled payments, pass-through convenience fees, surcharges, tips, and other highly sought-after features specifically targeting service-oriented businesses.

Thryv International Marketing Services

Our Thryv International Marketing Services segment provides both print and digital solutions. Our primary Thryv International Marketing Services offerings include:

Print
•Print Yellow and White Pages. Print marketing solutions through our owned and operated PYPs;
Digital
•Internet Yellow Pages. Digital marketing solutions through our proprietary IYPs, including Yellowpages.com.au, Whitepages.com.au, Whereis.com, and Truelocal.com.au.
•Search Engine Marketing. SEM solutions that deliver business leads from Google, and Bing, search engines through optimized pay-per-click campaigns.
•Other Digital Media Solutions. Other digital media solutions include online display and social advertising, online presence and video, and SEOservices.
Thryv International SaaS
Our Thryv International SaaS segment is comprised of Thryv, Hub By Thryv, Thryv Add-ons and Thryv Pay.
•Thryv®. Our Thryv platform, is our flagship SMB end-to-end customer experience platform. It helps small businesses and franchises “get the job, manage the job, and get credit” for their jobs. It includes capabilities such as CRM, omnichannel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management, document management and centralized customer communication. Thryv provides SMBs with a real-time 360-degree view of their customers and every interaction that each customer has with their business throughout their lifecycle.
•Hub by Thryv,is a solution that empowers a franchisor with real-time oversight and day-to-day management of multiple locations. The solution enables emerging franchises to scale repeatable processes and success as their locations and geographical footprint expands. This ensures a high franchisee success rate, a crucial metric within the franchise industry.
•Thryv Add-ons. We offer a range of add-ons that can be purchased in conjunction with our Thryv platform, including, but not limited to, GMB Optimization services, Restricted Access, and SEO tools.
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•ThryvPay. ThryvPay is our own branded payment solution that allows users to get paid via credit card and ACH and is tailored to service businesses that want to provide consumers with safe, contactless, fast online payment options. Complete with highly competitive rates, ThryvPay also supports future scheduled payments, pass-through convenience fees, surcharges, tips, and other highly sought-after features specifically targeting service-oriented businesses.

Integration of Marketing Services and SaaS

Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. We have worked for decades in our local communities, providing marketing solutions to SMBs. We found that SMBs need technology solutions to communicate with consumers who now do business via their smartphones. We launched our SaaS business in 2015 to provide SMBs with the resources to compete for today’s mobile consumers. In 2022, SMB demand for integrated technology solutions continued to grow as SMBs adapt their business and service models to facilitate remote working and contactless customer interactions. We have seen this trend accelerate following the outbreak of the COVID-19 pandemic from March 2020 onwards.

In 2022, domestically, we delivered approximately 1,90039 millionPYP directories to strategically targeted American homes whose demographics indicate a higher propensity to use print marketing solutions.

We reach our clients utilizing a multi-channel sales employees workapproach that allows us to meet market demand through an extensive inside and outside sales force, channel partners, and targeted digital campaigns. Our nationwide field sales force allows us to have local and virtual interactions with SMB clients, which differentiates us from our competitors.

We derive a competitive advantage from our industry experience, sizable sales force, and Thryv platform. Existing and potential SMBs have choices when selecting SaaS solutions. Numerous niche cloud-based tools are available for SMBs to self-provision online, and other providers market competing end-to-end solutions. Because the cost of entry into the SaaS space is relatively low, new entrants continue to emerge. Although we believe many of these solutions lack a comprehensive set of features and offer less onboarding and customer support, SMBs may opt for less expensive solutions or a package of solutions provided by less experienced entrants at a lower cost.

Our Solutions

Comprehensive Marketing Services Offering

We have a full portfolio of marketing solutions for SMBs, including PYP, IYP, SEM, and online display and social advertising, online presence and video, and SEO tools. This enables SMBs to craft a comprehensive marketing strategy with us as the one-stop provider. For example, PYP provides value to SMBs seeking to reach consumers who prefer traditional forms of print media. IYP helps efficiently position a client’s business on well-trafficked online directories, and SEM allows SMBs to generate customer traffic directly with ads on Google and other search engines.

Leading Presence in Print Advertising

As the largest publisher of print directories in the United States, we provide clients with insights into how traditional media can reach and advertise to a large segment of the consumer population. In the United States, PYP users tend to be over 55 years of age, more affluent and more likely to own a single-family home, resulting in higher sales conversion rates for our clientsSMB clients.

Dynamic Tracking and Access to Unparalleled SMB Data

The effectiveness of each of our solutions can be measured with tracking software that enables SMBs to easily analyze the performance of their ad campaigns. We examine operational measures from various sources that help us understand how a client’s marketing services program is working, and we use these to monitor their effectiveness and performance. As a result, we give SMBs actionable insights to attract and retain new customers.

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Enable SMBs to Deliver Customer Experiences That We View as Best-in-Class within One Platform

Our Thryv platform delivers many features relevant to SMB needs, including CRM, omnichannel email and text marketing automation, scheduling and appointment management, estimating, invoicing, payments, social media management, reputation management, document management and centralized customer communication. Thryv provides SMBs with a real-time 360-degree view of their customers and every interaction that each customer has with their business throughout their lifecycle.

Optimize Advertising Budgets and Business Leads Generation

Our Marketing Center and Thryv Leads solutions provide robust solutions for SMBs to market and grow their businesses using a variety of automated digital tools and capabilities. Thryv Leads uses machine learning to automatically choose the optimal mix of advertising solutions for each SMB to generate a tailored solution for it. Marketing Center offers full control and transparency on daily spend, allocations and channel by channel performance to the business owner who seeks to run advertising campaigns without learning or supporting multiple bespoke platforms, or incurring the hefty costs of an advertising agency. Marketing Center and Thryv Leads then automatically injects resulting leads and prospects into the SMB’s Thryv CRM system while enriching the basic consumer information with additional data. SMBs are then able to contact and engage new and existing customers.

Our Strategy

Continuous Innovation Drives Retention and Growth

In our Marketing Services business, we continue to improve the value of our solutions and leverage our extensive sales force to drive the retention of clients. For example, in our PYP business, we have simplified ad pricing, added colorful new local marketing solutions that drivecovers, and modified book formatting to make the books more useful and readable. Additionally, we increasingly renew digital (non-print) accounts through an automated process. In our SEM business, we have improved our bidding process, launched new features and boosted traffic from distribution partner sites. In our SaaS business, we continue to improve our Thryv platform by analyzing user behavior and client requests to expand the feature set and interoperability with other popular cloud-based tools.

Transition into SaaS

Our plan has been, and continues to be, to develop and grow our SaaS segment to better help SMBs manage their businesses, while maintaining strong profitability within our Marketing Services segment, which drives new customer leads to our clientsclients. We have selectively utilized a portion of the cash generated from our profitable Marketing Services segment to support initiatives in our evolving SaaS segment, which for the year ended December 31, 2022 generated 18.0% of our total revenue.

Leverage Our Nationwide Scale and help our clients connect with their customers.Extensive Sales Force


Our localWe have one of the largest SMB-focused sales forces in the country within the marketing solutions are primarily sold under various “Dex” and “Super” brands, including print yellow page directories,SaaS space, which we utilize to attract and manage our clients. We leverage our sales force to introduce our SaaS solutions to new prospects and existing Marketing Services clients through in-person, local as well as virtual, and online local search engine websites, mobile local search applications,meetings to a dedicated SaaS demonstration and placementsales team. As of December 31, 2022, our efforts led to approximately 39% of our client’s informationnew SaaS clients originating from our Marketing Services segment. SMB demand for SaaS solutions continues to grow as SMBs increase their remote working capabilities and advertisementscontact-less customer interactions.

Actively Manage Shift in Marketing Services Revenue Mix to Maintain Profitability

We continue to manage our Marketing Services offerings, some of which are in secular decline, notably print, to maximize profitability and extend the life of these solutions. Our cost management strategy includes using third-party printers and cost-effective long-term paper, printing, and directory distribution contracts.

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Continued Cash Flow Generation and Selected Capital Allocation

We remain highly focused on major search engine websites, with whichmethodically managing our assets, maintaining a highly variable cost structure, and building our SaaS business in a way to continue to position us to generate significant cash flow. We believe that our cash flow generation and strategic capital allocation will enable us to continue to reduce debt and pursue acquisitions to create value for our stockholders. We will continue to employ a disciplined financial policy that maintains our financial strength and favorable cost structure.

Opportunistic Acquisitions to Drive Synergy

The Companyhas experience executing accretive acquisitions in the industry. We believe we are affiliated. Our local marketing solutions also include website development, search engine optimization, market analysis, video developmentwell-positioned to continue this strategy to leverage our platform and promotion, reputation management, social media marketing, and tracking/reporting of customer leads.

Our print yellow page directories are co-branded with various local telephone service providers; including Verizon Communications Inc. ("Verizon"), AT&T Inc., CenturyLink, Inc., FairPoint Communications, Inc. ("FairPoint"), and Frontier Communications Corporation ("Frontier"). We operate as the authorized publisher of print yellow page directoriesscale in some of the markets where they provide telephone service, and we hold multiple agreements governing our relationship with each company, including publishing agreements, branding agreements, and non-competition agreements.

In 2014, we published more than 1,700 distinct directory titles in 42 states and distributed approximately 100 million directories to businesses and residences in the United States. In 2014, our top ten directories, as measured by revenue, accounted for approximately 5% of our revenue and no single directory or local client accounted for more than 1% of our revenue.

History

Dex Media was createdindustry. Historically, as a result of the merger between Dex One Corporation (“Dex One”)our acquisitions, we have realized significant cost synergies and SuperMedia Inc. (“SuperMedia”) on April 30, 2013. Dex One was the acquiring company.obtained new clients that also bought our SaaS solutions.


Dex One became the successor registrantInternational Growth

We are looking to R.H. Donnelley Corporation ("RHDC") upon emergence from Chapter 11 proceedings on January 29, 2010. RHDC was formed on February 6, 1973expand into international markets, which we view as a Delaware corporation.In November 1996, RHDC, then known as The Dun & Bradstreet Corporation, separatedlarge opportunity for growth. We intend to penetrate international markets through a spin-off into three separate public companies: The Dun and Bradstreet Corporation, ACNielsen Corporation, and Cognizant Corporation. In June 1998, The Dun & Bradstreet Corporation separated through a spin-off into two separate public companies: RHDC (formerly The Dun & Bradstreet Corporation) and a new company that changed its name to The Dun & Bradstreet Corporation. In January 2003, RHDC acquired the directory business of Sprint Corporation (formerly known as Sprint Nextel Corporation). In September 2004, RHDCacquisition, re-seller agreements, or other commercial arrangements. For example, in 2021, we completed the acquisitionThryv Australia Acquisition to enter the Australian market, and in 2022, we began operations in Canada with our own sales force combined with a re-seller agreement. Internationally, there are approximately36 million SMBs in our target market.

Our Segments

We operate through four business segments: Thryv U.S. Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services and Thryv International SaaS, each of which is described below.

Thryv U.S. Marketing Services Segment

Our Thryv U.S. Marketing Services segment delivers high-quality, cost-effective business leads to our SMB clients. This segment generated $820.0 million of revenue for the directory publishing business of AT&T, Inc. (formerly known as SBC Communications, Inc.) in Illinois and Northwest Indiana, including AT&T's interest in the DonTech II Partnership ("DonTech"), a 50/50 general partnership between RHDC and AT&T. In January 2006, RHDC acquired the exclusive publisher of the directories for Qwest Communications International Inc. ("Qwest") where Qwest was the primary local telephone service provider.

SuperMedia became the successor company to Idearc, Inc. upon emergence from Chapter 11 bankruptcy proceedings onyear ended December 31, 2009. Idearc Inc. was created in November 2006 when Verizon spun-off its domestic directory business.2022. Our main Thryv U.S. Marketing Services solutions are as follows:


Merger and Related Bankruptcy Filing of Dex One and SuperMediaPrint


On December 5, 2012, Dex One entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement")Domestically, we primarily publish PYP titles on a 15 to 18-month publication cycle, with SuperMedia, Newdex Inc. ("Newdex"), and Spruce Acquisition Sub, Inc., a direct wholly owned subsidiary of Newdex ("Merger Sub"). The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, (i) Dex One would merge with and into Newdex, with Newdex as the surviving entity and (ii) immediately thereafter, Merger Sub would merge with and into SuperMedia, with SuperMedia as the surviving entity, and become a direct wholly owned subsidiary of Newdex (the "Merger"). As a result of the Merger, Newdex, as successor to Dex One, would be renamed Dex Media, Inc. and become a newly listed company. The Merger Agreement further provided that if either Dex One or SuperMedia were unable to obtain the requisite consents to the Merger from their respective stockholders and to the contemplated amendments to their respective financing agreements from their senior secured lenders to consummate the

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transactionsmajority on an out-of-court basis, the Merger could18-month cycle. We generate revenue by charging for advertisements placed within these titles.

We believe print directories are a cost-effective and often under-appreciated solution for many SMBs. Consumer usage of print, while declining, is still strong among consumers that tend to be effected through voluntary pre-packaged plansover 55 years of reorganization under Chapter 11age, more affluent, and more likely to own a single-family home. PYP enables SMBs to reach this core demographic that tends to have higher purchase intent when encountering one of Title 11 of the United States Code ("Chapter 11" or the "Bankruptcy Code"). Because neither Dex One nor SuperMedia were ableour SMBs’ advertisements. We have highly predictable revenue from this service offering given that PYP advertising campaigns are typically structured as 15 to obtain the requisite consents18-month contracts. While PYP has experienced a secular decline similar to complete the Merger out of court, each of Dex One and SuperMedia and all of their domestic subsidiaries voluntarily filed pre-packaged bankruptcy petitions under Chapter 11 on March 18, 2013, in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") and requested confirmation of their respective joint pre-packaged Chapter 11 plans (the "Prepackaged Plans"), seeking to effect the Merger and related transactions contemplated by the Merger Agreement.

On April 29, 2013, the Bankruptcy Court held a hearing and entered separate orders confirming each of the Prepackaged Plans. On April 30, 2013, Dex One and SuperMedia consummated the Merger and other transactions contemplated by the Merger Agreement and emerged from Chapter 11 protection. Effective with the emergence from bankruptcy and the consummation of the Merger, each share of Dex One common stock was converted into 0.2 shares of common stock of Dex Media and each share of SuperMedia common stock was converted into 0.4386 shares of common stock of Dex Media. The common stock of Dex Media is listed on the NASDAQ Stock Market.
Departure/Appointment of Certain Officers
On October 14, 2014, the Company announced the appointment of Joseph A. Walsh as President and Chief Executive Officer of the Company and his election to the Company’s Board of Directors. Mr. Walsh succeeds Peter J. McDonald, who retired as the Company’s Chief Executive Officer and Director, effective October 14, 2014. To ensure a smooth transition of his responsibilities, the Company and Mr. McDonald entered into a twelve month consulting services agreement.

In November 2014, the Company announced the appointment of several new executive team members, including Mr. Paul D. Rouse, who became the Company’s Executive Vice President - Chief Financial Officer and Treasurer, effective upon the resignation of Mr. Samuel D. Jones as the Executive Vice President - Chief Financial Officer and Treasurer of the Company, on November 14, 2014.

The Company also announced the resignation of Frank P. Gatto, the Company’s Executive Vice President - Operations. To ensure a smooth transition of their responsibilities, each of Mr. Jones and Mr. Gatto entered into a twelve month consulting services agreement with the Company.
Business Transformation Program
On December 11, 2014, the Company announced an organizational restructuring program, theprint media, print costs of which the Company has identified as business transformation costs. The program is designed to reorganize and strategically refocus the Company. The program includes the launch of virtual sales offices,are highly variable, enabling the Company to eliminate fieldright-size costs in advance of anticipated declines in PYP sales offices, the automation of the sales process, integration of systems to eliminate duplicative systems.

Digital

Internet Yellow Pages (IYP)

Domestically, we operate three proprietary IYP sites: Yellowpages.com, Superpages.com, and workforce reductions. The Company expects charges associated with the program to range from $70 million to $100 million, and to be incurred in 2014 and throughout 2015.

Dexknows.com. During the year ended December 31, 2014,2022, traffic to these sites averaged over 23 million visits per month across the Company recordedthree properties. We generate IYP revenue by charging SMBs for advertisements and priority placement.

Our IYPs are efficient in delivering business leads. IYPs deliver leads at an attractive cost because consumers who search on IYPs are deep in the “purchase funnel” and are ready to buy.

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We also offer ESS enabling SMBs to buy advertising on our network of owned and third-party directory websites, including Yelp, Nextdoor, and other popular sites. Our network delivers approximately 78 million visits per month. Our ESS network provides SMB clients expanded access to high-converting traffic at a severance charge associatedlow cost. We believe we are the only provider to offer this broad network of online directory sites with a single purchase.

Search Engine Marketing (SEM)

SMBs often purchase advertisements in the paid listings section of search engines and online directories to drive business leads. We sell SEM placements on multiple search sites, including Google, Yahoo!, and Bing, and online directories including Yelp, CityGrid, and Whitepages, among others.

Our SEM offerings leverage a mix of in-house and off-the-shelf technology to design ads, generate bids, and deliver reporting to advertisers. We track cost-per-click and cost-per-call metrics for our SMB clients, which gives them insights into the effectiveness of their ad campaigns.

Thryv U.S. SaaS Segment

Our Thryv U.S. SaaS segment is comprised of Thryv®, including Hub by Thryv, Marketing Center and Add-ons, including Thryv Leads, GMB Optimization services, HIPPA protections, and SEO tools, and ThryvPay. Our Thryv U.S. SaaS segment generated revenue of $211.8 million in the year ended December 31, 2022.

Strength of the All-In-One Platform

Our Thryv platform is an easy-to-use SMB end-to-end customer experience tool that enables SMBs to deliver the same type of interaction consumers have come to expect from larger enterprises with whom they do business.

Our Thryv platform’s feature set mirrors the journey of a typical consumer, who begins on a search engine, reads business reviews, finds a company’s website and/or social media profiles, and clicks to set up an appointment or request information. After booking an appointment, the consumer typically expects an estimate and eventually an invoice, with the ability to pay online in an easy and efficient manner. This experience is then followed by prompts for reviews and referrals, along with periodic reminders and additional campaigns to generate repeat business.

Built on a customizable CRM database where businesses store customer information and then utilize a host of customer communication tools, our Thryv platform helps SMBs communicate with their customers and manage day-to-day operations. It automatically updates and maintains client listings across the web so our SMBs’ online information is always correct.

Clients can also generate new business via Marketing Center or Thryv Leads and have these business opportunities automatically injected into their CRM system and enriched with additional data. These new business leads populate the client’s CRM database enabling our clients to email, text, call, or otherwise communicate with prospective customers via our Thryv platform. Additionally, clients can monitor multiple locations through Thryv add-ons.

We have a new, low cost and innovative engineering methodology. This methodology recognizes the large variety of bespoke SaaS solutions and back-end tools that are readily available. Thryv has chosen to utilize best-in-class systems and tools, to integrate them in unique ways that unlock value for the end customer. It is the combination of functionality from multiple platforms together that delivers value greater than each of the parts individually. Thryv maintains full control over the user experience, to deliver a modern and consistent user experience. When Thryv feels functionality is of strategic long-term importance, or it is not readily available in the marketplace, we leverage our internal engineering teams to create technology and innovation on top of the existing interoperable technology stack. Applications and/or features developed by our third-party developers specifically for our platform are not available outside of our platform on a stand-alone basis in the U.S. and Canada.

Our Thryv platform is sold on a monthly auto-subscription basis, which generates a recurring revenue stream. Substantially all of our clients subscribe to contracts with a minimum six-month upfront commitment, after which clients continue on a month-to-month basis. Clients can upgrade their service to a more feature-rich solution at any time as their business grows. We offer a variety of tiers, which we believe enables SMBs to choose the optimal features for their business. We believe the platform represents an attractive value for our SMB clients as compared to competitor products, such as single solutions or complex enterprise software systems that are suited to larger companies.
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Hub by Thryv

In 2020, we released a franchise management platform, Hub by Thryv, that allows franchisors to manage and launch their franchises on Thryv and to manage their overall franchise network’s day-to-day operations on the platform.

Hub by Thryv enables franchisors to:
•Create and launch new locations under a standardized brand and configuration, ensuring optimal success for each location;
•Monitor real-time performance results on each of their locations and quickly identify areas of opportunity;
•Generally manage lead management and long-term ROI through each stage of the customer's life cycle; and
•Enable territory and region managers' optimal flexibility through user permissions and controls.
Marketing Center
Marketing Center is a robust and fully integrated solution that enables SMB’s to transparently market and grow their business using a variety of built in tools and solutions.

Marketing Center offers:

•AutoID.Marketing Center connects prospects' and customers' digital interactions with the business transformation programand synchronizes these activities with the Thryv CRM records. This enables device level attribution so Thryv’s users know when and where a client found them for proper attribution on what works and what doesn’t;

•Enhanced Online Presence. Marketing Center includes paid profiles on YP.com and Yelp.com, as well as a robust Google Business Profile Optimization service to ensure that the most viewed online profiles for the Marketing Center user stand out from the competition, get noticed, and drive results;

•Omni-Channel Paid Campaigns.Marketing Center users can run paid advertising campaigns across Google, Facebook, Instagram, Yahoo Display, Connected TV, and Yelp all from a single interface. The user is able to allocate budget to their desire and increase, decrease, pause, or continue a campaign at anytime for any reason with full flexibility. All of $43 million, whichthe tagging, tracking and analytics are automatically configured to simplify the execution of these complex campaigns; and

•Marketing Tools. Marketing Center includes severance associatedadditional marketing tools to help users optimize their online marketing efforts. These include a robust heat mapping tool to optimize and improve their website and landing pages based on visitor behavior, off-line call tracking phone numbers to track the efficacy of offline media efforts such as lawn signs or post cards. Marketing Center also includes a robust competitor watch to track the digital advertising activities of competitors to gleam ideas and work to achieve a competitive advantage.
Thryv Add-ons
Thryv Leads is an add-on to our Thryv platform that gives SMBs an easier way to acquire new customers and makes it simpler to determine when, where and how much to spend on advertising. Thryv Leads clients sign six-month contracts with month-to-month auto-renewals thereafter.

Thryv Leads uses machine learning to optimize the placement of the SMBs’ ads and help SMBs reduce their costs. Thryv Leads automatically injects resulting business leads into the SMB’s CRM system, while also enriching the basic consumer information with additional data. SMBs are then able to contact and engage new and existing customers. We believe that via Thryv Leads and its integration with our former PresidentThryv platform, we are the only SaaS player that offers a business leads-based solution integrated into an end-to-end customer experience. The data that we have gathered from our hundreds of thousands of marketing campaigns informs the predictive capabilities of the platform, making it more valuable to each of our SMB clients. This enables SMBs to craft a comprehensive marketing strategy with us as the one-stop provider.

GMB Optimization services and Chief Executive Officer,SEO tools are an add-on to our former Executive Vice President - Chief Financial OfficerThryv platform that boost visibility online and Treasurer,increase exposure in search results for their individual services or products through a centralized Google My Business dashboard within the Thryv platform software.Users can track review ratings, upload photos and posts to share news with their clients.
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HIPPA protections is an add-on to our former Executive Vice President - Operations of $10 million. The total severance charge was recordedThryv platform that secures SMB accounts in accordance with privacy and HIPAA guidelines, so you can rest assured that the information your clients/patients share with you is secure in accordance with the Company’s existing severance program, without enhancement,Health Insurance Portability and representsAccountability Act (“HIPPA”), safeguarding medical information such as medical records and other identifiable health information.
ThryvPay

ThryvPay allows users to get paid via credit card and ACH payments. ThryvPay offers:

•Competitive credit card processing rates. ThryvPay offers a flat rate per transaction with no set-up fees.
•ACH payments processing. Small businesses save money on a per-transaction charge, with the costsecurity of the Company's workforce reduction planknowing immediately if funds are available.
•Scheduled payments. Service-based businesses that offer ongoing services or memberships can utilize our scheduled payments feature. ThryvPay also allows customized installment plans for pre-set specific dates.
•Convenience fees, surcharges and tipping. Small businesses can pass on optional convenience fees and/or surcharges, where allowed, for consumers who want to lay off approximately 1,000 employees, beginningpay by credit card when presented with multiple payment options, often driving customers to pay by ACH methods, which generates significant savings for SMBs. ThryvPay also allows consumers to leave a tip.
•Credit card and bank account on file. Consumer information is stored in the fourth quartersmall business’s Thryv account for future transactions, reducing friction for repeat business.
•Real-time reporting and assistance. Thryv and ThryvPay integrates and auto-syncs with QuickBooks Online, Quickbooks Desktop, MYOB, Freshbooks, and Xero for accounting reconciliation. Thryv provides dedicated support for dispute and chargeback assistance.
•Consumer Financing. ThryvPay includes a fully integrated partnership with Wisetack, a consumer lending platform that specializes in larger ticket, service based lending. This enables consumers of 2014Thryv’s clients to apply for and continuing through 2015.pay their service providers utilizing financing. Thryv clients enjoy additional revenue by enabling larger purchases with additional convenience.


Business transformation costsThryv International Marketing Services Segment

Our Thryv International Marketing Services segment delivers high-quality, cost-effective business leads to our SMB clients. This segment generated $166.0 million of revenue for the year ended December 31, 2022. Our main Thryv International Marketing Services solutions are recorded as generalfollows:

Print

Internationally, we publish PYP titles on a 12-month publication cycle. In 2022, we delivered more than 6 million PYP directories internationally to strategically targeted Australian homes whose demographics indicated a higher propensity to use print marketing solutions. We generate revenue by charging for advertisements placed within these titles.

Digital

Internet Yellow and administrative expenseWhite Pages (IYP)

Internationally, we operate four proprietary IYP sites: Yellowpages.com.au, Whitepages.com.au, Whereis.com, and Truelocal.com.au. During the year ended December 31, 2022, traffic to these sites averaged over 5 million visits per month across the four properties. We generate IYP revenue by charging SMBs for advertisements and priority placement.

Search Engine Marketing (SEM)

SMBs often purchase advertisements in the paid listings section of search engines and online directories to drive business leads. We sell SEM placements on multiple search sites, including Google and Bing.

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Our SEM offerings leverage a mix of in-house and off-the-shelf technology to design ads, generate bids, and deliver reporting to advertisers. We track cost-per-click and cost-per-call metrics for our SMB clients, which gives them insights into the effectiveness of their ad campaigns.

Thryv International SaaS Segment

SaaS

Consistent with our Thryv U.S. SaaS segment, our Thryv International SaaS revenue is comprised of Thryv® and add-ons. Our Thryv International SaaS segment generated revenue of $4.5 million in the year ended December 31, 2022.

Our Competition

Our industry is highly fragmented, intensely competitive, and constantly evolving. With the introduction of new technologies and market entrants, we expect the competitive environment to remain intense going forward. We believe the principal competitive factors in our 2014 consolidated statementsegments are the following:

•customized, integrated, and tailored solution strategies;
•flexible technology that is compatible with third-party applications and data sources;
•quality;
•pricing;
•ease of comprehensive income (loss).use;

•brand recognition and word-of-mouth referrals;
Additional charges associated•availability of onboarding programs and customer support; and
•nationwide and extensive, inside and outside sales forces.

We believe we compete favorably with lease terminations, costs associatedrespect to all these factors and that we are well-positioned as a leading provider of marketing solutions and cloud-based end-to-end customer experience tools to SMBs across the United States.

We face competition from other companies that provide marketing solutions and cloud-based SaaS tools to SMBs.

Marketing Services Competitors

In our Marketing Services business, we compete with system consolidationsnumerous national companies that sell marketing campaigns on major national search engines and relocation costs will be incurred beginningsocial media sites and build and host websites.

SaaS Competitors

In our SaaS business, we believe we compete with three general categories of competitors:

•Point Solution Providers. We compete with single-point solution providers across many features. Many of these products are low-cost and some have been in 2015.the market longer than Thryv.

•Vertical Solutions. Vertical solutions exist in many categories, including Home Services, Health & Wellness, Animal Services, Professional Services and Educational Services. Competitors have studied these categories and customized their products for the applicable category. These companies offer a tailored solution with a targeted appeal. Some also have consumer-facing apps that create demand for the SMB.
For additional•All-In-One Competitors. Our most direct competitors are other all-in-one solutions. Several are priced above our price point or target larger companies with more employees.

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Human Capital

Our key human capital management objectives are to attract the right talent, develop potential future and current talent for leadership positions, retain high performers and reward employees through competitive pay and employee benefits. We support these objectives with employee experience and culture initiatives aimed at making the workplace diverse, engaging and inclusive, while providing growth opportunities, internal leadership programs and diversity programs. In addition, we consistently monitor employee engagement through employee engagement studies and monthly surveys.
We employed 2,955 people as of December 31, 2022. Our workforce is comprised of approximately 99% full-time and 1% part-time employees. The majority of our employees are employed in our Outside and Inside Sales, Inbound Sales and Sales Operations, Client Experience, Operations, Information Technology, Billing and Print Directories departments.

Some examples of our key programs and initiatives intended to attract, develop and retain our diverse workforce include:

•Diversity and Inclusion (“D&I”). The Company’s Diversity Council provides a voice for our employees to leadership – to share insights, communicate with leadership, and generate ideas and actions to enhance and impact diversity and inclusion at Thryv. The Diversity Council plans and sponsors events to celebrate diversity and inclusion, educate and raise awareness, and create opportunities for networking and mentorship within diverse groups.
•Connecting the Dots Program: This is a new hire program where the Company shares information regarding business transformation costs, see Note 5about Thryv’s culture, Company programs and discounts, communication tips within the Company, and more. The goal is to easy the new hire’s integration into the Thryv culture, right from the start, and make them immediately feel included in Thryv’s mission and programs.

•Accelerators Recognition Program. This program is designed to grow the connection and recognition of top performers who demonstrate our core values in their excellent performance. Our core values are:
•Client Devoted
•DONE3
•Act Like You Own the Place
•Invest in Our People
•Under Promise, Over Deliver
•Making Money is a By-Product of Helping People
•Think Long-Term; Act with Passion and Integrity
•Benefits. Among our benefit offerings, Virgin Pulse wellness programming has become a key motivator to good health and well-being. It is a user-friendly platform that encourages well-being, safety and performance, by providing friendly team-based competition, self-directed wellness journeys and incentives to build healthy habits and drive collaboration across Thryv. With 78% of employees enrolled on the platform and 58% of those enrolled actively engaged, the digital well-being platform has contributed meaningfully to our consolidated financial statements includedWork From Anywhere approach while creating connections and supporting a healthy lifestyle among our employees.
•Talent Development. We prioritize and invest in this report.

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Business Strategycreating opportunities to help employees grow and Competitive Strengthsbuild their careers through training and development programs. These include online and on-the-job learning formats.
•Our strategyEmerging Leaders Program is designed to focus on beinghelp identify and develop future leaders. Once identified, Emerging Leaders are provided focused leadership and management skill development programs – instructor-led, online and on-the-job. 65 employees successfully completed the trusted marketing partner for smallEmerging Leader program in 2022, resulting in 5 promotions into management – representing 8% of participants. The program continues into 2023 as we continue to positively support and medium sized businesses. grow leadership bench strength.
•Our abilityNew Manager Training Program is provided to newly promoted managers to develop and adapt our printenhance their soft skills in people management. This program aims to set up newly promoted people managers for success while developing a network of colleagues to draw support and digital marketing solutions helps our clients reach more consumerscounsel.
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•The Mindful Manager Program is designed to provide people leaders the opportunity to invest in more ways, and is key to increasing consumer usage. Our marketing solutions drive large volumes of consumer leads to our clients and assist our clients in managing their messaging to consumers. The local search advertising industry is complex, dynamic and increasingly fragmented. Today, consumers can search for and connect with local businesses in many ways, including search engines, Internet yellow pages, social networks, mobile applications, industry-specific Internet sites, city sites, daily deal sites, and map sites, along with more traditional mediaown development through quarterly online coursework. Courses are focused on elevated employee matters such as yellow pages, newspapers, radio, television,Leading with Emotional Intelligence, Mastering the Art of Listening, and direct mail. The rapid expansionNavigating Cross-Cultural Differences. Following completion of the local search advertising industry has created new marketing opportunities. However, many small business owners do not havecoursework, leaders are invited to attend a Leadership Roundtable to discuss the time, expertise,assigned content and share learnings.
•The Tuition Assistance Program (“TAP”) supports the lifelong learning of all employees. Through a generous reimbursement program, we encourage employees to seek continuous education and personal development to support their career aspirations while contributing to Thryv’s collective growth and success. Eligible coursework may be aimed at the achievement of an Associate’s, Bachelor or resourcesMaster’s degree or may be specialized in various certificate/certification programs.
•Culture Team. “Invest in Our People” is one of our core values, which we support with various initiatives.
•Our Thryv Life Channel (facilitated by Microsoft Teams) serves as our internal social media platform. The platform provides a vehicle to manage their advertising acrosshighlight personal and professional successes, share inspirational stories, publicize social opportunities, run “fun” employee-centric virtual events and generally connect our people. Engagement is high and continues to enhance the vast arraypromotion of options. We believe our marketing solutions are well suited to help simplifycore values and optimize the process for businesses. Our marketing consultants offer personalized marketing consulting servicesrelationship-building as we continually learn and exposure across leading media platforms used by consumers searching for local businesses. These platforms include online and mobile local search solutions, major search engines, and print directories.grow in a Work From Anywhere environment.

We believe our ability to effectively compete in the local search advertising industry is supported by our broad, multi-platform product portfolio; expanding base of digital capabilities and partnership network; our direct and long-standing relationships with our local client base maintained by our locally based marketing consultants; our diverse and attractive markets; and our agreements with local telephone service providers.

Unlike other forms of advertising where the message is inserted into some other form of content, consumers are specifically seeking our clients' advertising message. These references often occur deep in the consumer buying cycle, when consumers are ready to buy. This helps generate returns on investment for our clients•Learning Opportunities. To ensure we provide learning opportunities that we believe to be higher than those for other forms of local media, such as magazines, newspapers, radio and television.

Partnerships

The Company has transitioned to a compete and collaborate business model. This business model requires us to collaborate with certain competitors as well as other partners. Partnerships also enable us to seek out best of breed marketing solutions, allowing more customizable solutions for theadapt, belong and connect, we launched monthly “Lunch and Learn” sessions featuring a wide variety of business clients we serve. They also help provide consumers with a more well rounded information source to help simplify the purchase process and make smarter decisions. Through these partnerships, we are able to offer high quality, established, value added products and services without the risks, capital investment, and ongoing maintenance associated with in house development. Partnering also helps us to be more flexible to adapt to changes in client needs, consumer preference, and emerging technology.

An example of this is Dex Media’s distinction as a Google AdWords Premier SMB Partner, Google's highest level of partnership offered only to a select group, and providing distinct market advantages. As a Google AdWords Premier SMB Partner, we can offer our clients Google AdWords in a robust form, co-branded with Google, as part of our network of sites. By meeting Google’s stringent qualifications for partnership, Dex Media receives access to a full range of Google technology, support, and training, an expanded product set, financial incentives, and direct collaboration with Google search engine marketing experts on current and forthcoming products and processes.

We expanded the breadth of our partner provided solutions to areasemployee-centric topics such as web and mobile site creation, web hosting, search engine optimization, network display ads, custom video and reputation management. Our alliances and partnerships for consumer content on our Internet sites and elsewhere provide business listings, business reviewsbuilding one’s personal brand, communication skills, and other consumer-oriented information to enhance the user experience with our services.specific skill-building subjects.

Dex Media will continue partnering with other companies in the local search advertising industry for the benefit of sharing costs, generating incremental revenue, efficiencies and economies of scale, as we increase the number of ways we can connect businesses and consumers with each other.

Advertising Media

Overview

Our promotional solutions include print directories and digital solutions. Our digital solutions include DexKnows.com and Superpages.com, as well as social media, digital content creation and management, reputation management and search engine optimization.

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Print Directories

In 2014, we published more than 1,700 distinct directory titles, consisting of directories that contain only yellow pages, directories that contain only white pages, and directories that contain both white and yellow pages. We offer complementary enhancements that improve our clients’ reach and return on investment.

Our directories•Culture Clubs are designed to meetpurposefully drive connection and relationship-building across diverse work teams and individuals. Recognizing that the advertising needsvirtual workplace can be challenging for new relationship-building, the Culture Clubs offer meaningful opportunities to a broad group of localemployees to identify and national businessesjoin groups of colleagues with similar hobbies and interests.
•Virtual Onboarding. Weare focused on virtually onboarding new employees through an enhanced virtual onboarding program. Video engagements, networking, a buddy program and social interactions are all included in properly onboarding a virtual employee while weaving core values and key job learnings into the information needs of consumers. We believe the breadthprogramming.

Our Intellectual Property
The protection of our directory options enables us to create customized advertising programs that are responsive to specific client needstechnology and their promotional marketing budgets. We believe our yellow and white page print directories are also efficient sources of information for consumers, featuring a comprehensive list of businesses in local markets.

Yellow Page Directories.  Our yellow pages directories provide a range of paid advertising options, as described below:

Listing Options. An advertiser may increase visibility by paying for listings in additional headings; paying for highlighted, bold or super bold text listings; and purchasing extra lines of text to include information, such as hours of operation, a website address or a more detailed business description.

In-Column Advertising Options.  For greater prominence on a page, an advertiser may expand their basic alphabetical listing by purchasing advertising space in the column in which their listing appears. In-column options include bolding, special fonts, color and special features, such as logos. The cost of in-column advertisements depends on the size and type of the advertisement purchased, and on the reach and scope of the directory.

Display Advertising Options.  A display advertisement allows businesses to include a wide range of information, illustrations, photographs and logos. Display advertisements are usually placed at the front of a heading, ordered first by size and then by advertiser seniority. This ordering process provides a strong incentive for advertisers to increase the size of their advertisements and to renew their advertising purchases each year to ensure their advertisements receive priority placement. Display advertisements range in size from a quarter column to as large as a two page spread. The cost of display advertisements depends on the size and type of the advertisement purchased, and on the reach and scope of the directory.

Specialty Advertising.  In addition to the advertisement options described above, we offer additional options that allow businesses to increase visibility or better target specific types of consumers. Our specialty advertising includes ads in the white pages section of the directories and gatefold sections, cover “tip-ons”, cover advertising and specialty tabs that provide businesses with extra space to include more information in their advertisements.

White Page Directories. Some state public utility commissions require local telephone service providers to publish and distribute white page directories of certain residences and businesses that order or receive local telephone service. These regulations also require a local telephone service provider, in specified cases, to include information relating to the provision of telephone service and information relating to local and state governmental agencies. Many state public utility commissions agreed to stop requiring local telephone service providers to distribute residential white page directories, opting for instead that they be made available upon request.

Under our publishing agreements with the local telephone service providers, we provide a free white page listing to certain residences and businesses with local wireline telephone service in the area, as well as a courtesy listing in the yellow pages for business clients to the extent the local telephone service provider is required to produce such directories. The listing includes the name, address and phone number of the residence or business unless the wireline client requests not to be listed or published. We are responsible for the costs of publishing, printing and distributing these directories, which are included in our operating expenses.

In consideration of the environmental impact of print telephone directories, we are proactive in self-regulating, do-not-distribute (“DND”) efforts. We implemented an internal DND list. On-going efforts continue to increase awareness of print options, including opting out of printed directory distribution, and to promote printed directory substitutes, including online searches and mobile directory listing access.


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Digital Solutions

We operate DexKnows.com and Superpages.com, our digital local search engines on both desktop and mobile devices. Through these sites, we distribute our clients’ business information to increase their Internet traffic and extend our clients’ digital reach. In 2014, consumers conducted more than 129 billion searches using our network. In addition to operating DexKnows.com and Superpages.com, we recognize the value of additional partnerships in the digital marketplace and will continue to evaluate relationships that allow us to enhance our offerings to clients, such as our premier reseller relationship with Google.

We provide businesses with a basic listing on DexKnows.com and Superpages.com at no charge. We also offer digital advertising solutions for businesses comprised of the following:

Listings. Listings focus on collecting content and distribution of that content through our network. These solutions may also include listing enhancements such as larger sizes, logos and icons. To improve visibility and presence of our clients, we offer solutions to expand the reach of listing level information by providing local listing claiming services, whereby we take over the listing on the client’s behalf and populate it with content. Our clients also may benefit from the reputation monitoring associated with the creation and claiming of these listings online.

Content. We believe content is critical to our clients, and we offer solutions that build content online for our clients. This includes both websites and mobile applications. Complementary to our website solutions, we offer video solutions consisting of custom video creation and distribution for our clients. To improve visibility of websites, we also provide search engine optimization services.

Social Media. Social media usage is growing and we believe thisintellectual property is an important medium forcomponent of our clients to engage with existingsuccess. We rely on intellectual property laws, including trade secrets, copyright, patent, and prospective customers. We offer social media solutions to assist our clientstrademark laws in the creationUnited States and management of their social reputationabroad and presence. The primary supported social media are Facebook business pagesuse contracts, confidentiality procedures, non-disclosure agreements, employee disclosure and Google+ Local pages.

Performance.invention assignment agreements, and other contractual rights to protect our intellectual property. We also offer flexible performance based solutions for our clients, consisting of pay per click and pay for calls solutions. These solutions allow clientspossess certain intellectual property relating to designate a performance based budget and bid based on the expected value of that advertising to their business, as well as receive the benefit of optimization services to their campaign with the goal of driving more effective results.

Sales and Marketing

Local Sales Force

We believe the experience of our sales force enables us to develop long term relationships with our clients and promotes a high rate of client renewal. Each advertising sale, whether made in person, by telephone or through direct mail, is a transaction designed to meet the individual needs of a specific business. As our offerings grow more complex and as competition presents advertisers with more choices, the sales process also grows more complex.

We employ approximately 1,900 sales employees in our local sales force throughout the United States. We believe the local presence and local market knowledge of our sales force is a competitive advantage that enables us to develop and maintain long standing relationships with our clients.

Our local sales force is divided into two principal groups:

Premise Marketing Consultants.  Our premise marketing consultants generally focus on clients with whom they typically interact on a face-to-face basis at the client’s place of business. Our specialized marketing consultants for major accounts also reside within this group.

Telephone Marketing Consultants.  Our telephone marketing consultants generally focus on smaller clients with whom they interact over the telephone.

We assign our local clients between these two groups based on an assessment of expected advertising expenditures and propensity to purchase the various media solutions we offer. Each marketing consultant manages a specified assignment of clients consisting of both new business leads and renewing advertisers. We believe this practice deploys and focuses our sales force in an effective manner.

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We believe formal training is important to maintain a highly productive sales force. New marketing consultants receive approximately eight weeks of training in their first year, including classroom training on sales techniques, our local media solutions, client care and ethics and accompany experienced sales personnel on sales calls. They also receive field coaching and mentoring.

Our marketing consultants are compensated in the form of base salary and incentive compensation. Our performance based incentive compensation programs reward marketing consultants who retain a high percentage of their existing accounts, increase current client spending and add new clients.

National Sales Force

In addition to our local sales force, a separate external sales channel serves national or large regional clients, including rental car companies, insurance companies and pizza delivery companies. These clients typically purchase advertisements for placement in multiple geographic regions. In order to sell to national companies, we use third party certified marketing representatives (“CMRs”) who design and create advertisements for national companies and place those advertisements within our local media. Some CMRs are departments or subsidiaries of general advertising agencies, while others are specialized agencies focused solely on directory advertising. The national advertiser pays the CMR, which pays us after deducting their commission. We accept orders from approximately 110 CMRs.

Clients

We generate revenue from the sale of advertising to our large base of clients. As of December 31, 2014, we had more than 490,000business clients.

We do not depend to any significant extent on the sale of advertising to a particular industry or to a particular client. In 2014, no single local client accounted for more than 0.1%of our revenue, with our top ten local clients representing less than 1%of our revenue. We believe the breadth of our client base reduces our exposure to adverse economic conditions that may affect particular geographic regions or specific industries and provides additional stability to our operating results.

Like most directory publishers, we give priority placement within a directory classification to long time clients. This strong incentive encourages businesses to renew their directory advertising purchases each year, to avoid losing their placement within the directory.

Publishing, Production and Distribution

We generally publish our print directories on a twelve month cycle. The publishing cycles for our directories are staggered throughout the year, allowing us to more efficiently use our infrastructure and sales capabilities, as well as the resources of our third party vendors. The major steps of the publication and distribution process of our directories are:

Creation of Advertisements.  Upon entering into an agreement with a client, we create an advertisement in collaboration with the client.

Pre-Press Activities.  Sales typically are completed 60 to 90 days prior to publication, after which we do not accept additional advertisements. Once a directory closes, weThryv®, Thryv Leads®, and our vendors begin pre-press activities. Pre-press activities include finalizing artwork, proofing and paginating the directories. When the composition of the directory is final, we transmit the directory electronically to a third party printer.

Printing.  We outsource the printing of our directories.

Transportation.  We transport directories from printing locations to our distributors by truck and rail using numerous different carriers.

Distribution.  We deliver our directories to residences and businesses in the geographic areas for which we distribute directories. We use several vendors to distribute our directories. Depending on the circulation and size of the directory, distribution typically ranges from three to eight weeks. We utilize GPS technology to help ensure and track the accuracy of the delivery of our directories.


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Digital Fulfillment

The major steps of the digital fulfillment process are:

Client Content Collection. Once a client contracts with us for a digital solution, we focus on getting all possible relevant information from the client in order to fulfill their advertising solution.
Fulfillment. The content collected is then used to generate the advertising solution that could include websites, mobile applications, search engine marketing campaigns, social media, or completing the profile for the client for their listing claiming and placement.
Distribution. The advertising solution is then launched to the channels relevant to the package purchased by the client.

Reporting. After the advertising solution is fulfilled and distributed, we provide both real time online reporting and monthly performance summary reports to certain clients, helping them understand their activity and results to demonstrate the value of our advertising solutions.

Billing and Credit

We generally bill most of our local clients over the life of their advertising. National advertising is billed directly to the CMRs upon the issuance of each directory, net of their sales commissions. Because we do not usually enter into contracts directly with our national advertisers, we are subject to the credit risk of CMRs on sales to those advertisers to the extent we do not receive payment in advance.

We manage the collection of our accounts receivable by conducting initial credit checks of certain new clients and, in some instances, requiring personal guarantees from business owners. When applicable, based on our credit policy, we use both internal and external data to decide whether to extend credit to a prospective client. In some cases, we may also require the client to prepay part or the entire amount of their order. Beyond efforts to assess credit risk, we employ automated collection strategies using integrated internal and external systems to engage with clients concerning their payment obligations.

Competition

The local search advertising industry is highly competitive. We compete with many different local media sources, including newspapers, radio, television, the Internet, billboards, direct mail, telemarketing and other yellow page directory publishers. There are a number of independent directory publishers, such as Yellowbook (the United States business of Hibu, formerly Yell Group), with which we compete in most of our major markets. To a lesser extent, we compete with other directory yellow page publishers, including YP (formerly AT&T Advertising Solutions), and The Berry Company. We compete with these publishers on cost per reference, quality, features, usage and distribution.

As the authorized publisher of print directories in the markets in which we use the brand of the local telephone service provider, we believe our advantage over independent competitors is derived from the strong awareness of the local telephone service provider brands, higher usage of our directories by consumers and our long term relationships with our clients. Under the non-competition agreements, the local telephone service providers generally agreed they will not publish tangible or digital (excluding Internet) media directory products consisting principally of listings and classified advertisements of telephone customers in the markets in which they are the local telephone service provider as long as we meet our obligations under the publishing agreement in their markets.

As online alternatives grow as an advertising medium for businesses of all sizes, Dex Media competes for advertising sales with other media. We compete with search engines and portals, such as Google, Yahoo!, and Bing, among others, some of which have entered into commercial agreements with us. Some of our Internet competitorsMarketing Services offerings, including but not limited to Google, Yahoo!, Bing, Facebookthe following:

•trademark protection on brands, taglines, and Twitter, also may have significantly greater technologicalproducts;
•proprietary roadmap and financial resources than we do,product stack with proprietary code;
•machine-learning algorithms and their accumulated customer information allows them to offer targeted advertisingtechniques;
•notice of allowance on a greater scale than ours. patent related to systems and methods underlying Thryv Leads, which processes include the coordination among our lead estimator tool, lead scoring systems, budget allocation systems, and the SMB’s CRM system;
•strategic alliances;
•branding via proprietary print and online assets; and
•copyright protections on work product.
We also compete with the Internet directoriesmaintain a library of other publishers, such as Yellowpages.com, as well as other Internet sites that provide local consumer information, such as Yelp, Angie’s List,high-quality, proprietary communications, including:
•product features;
•customer FAQ's;
•our ideal client profile;
•website images and Foursquare.content;

•vertical industry templates and taxonomy;





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Intellectual Property•how-to-videos; and

•articles, blogs, and guides on using and competing with digital marketing.
We ownIn addition to the foregoing, we have established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality agreements and control confidential information, as well asassignment of inventions agreements with employees, independent contractors, consultants, and companies with which we conduct business.

Our industry is characterized by the existence of a large number of trade secrets, trademarks, service marks, trade names, copyrights,patents and frequent claims and related litigation regarding patents and other intellectual property rights. We are licensedIn particular, leading companies in the technology industry have extensive patent portfolios. From time to use certain technologytime, third parties have asserted copyright, trademark, and other intellectual property rights ownedagainst us or our clients. Litigation and controlledassociated expenses may be necessary to enforce our proprietary rights.

Our Use of Technology

In Marketing Services, our print directories are published using a customized platform supported by others,our in-house engineering team. Our IYPs are managed by our in-house engineering team using proprietary software that we build and similarly,maintain. Other digital Marketing Services offerings are fulfilled in-house using third-party cloud-based software.

Our Thryv platform is comprised of unique integrations and solutions either built by Thryv or built for Thryv, and to Thryv’s specifications. In addition, we integrate with select third-party vendors who are managed by our in-house product and development teams. Thryv has chosen to utilize best-in-class systems and tools, to integrate them in unique ways that unlock value for the end customer. SaaS order processing and tracking, client engagement, client communications, and many other companiesaspects of running the day-to-day SaaS business are licensedperformed using subscription-based third-party tools. When Thryv feels functionality is of strategic long-term importance, or it is not readily available in the marketplace, we leverage our internal engineering teams to use certaincreate technology and otherinnovation on top of the existing interoperable technology stack. We ensure that we retain intellectual property rights owned and controlled by us. We believe that Dex One®, Dex®, CenturyLink®, AT&T Real Yellow Pages®, DexKnows.com®, Dex Knows®, Dex Net®, Dex Digital®, SuperMedia®, Superpages®, SuperWhitePages®, Verizon® Yellow Pages, Verizon® White Pages, FairPoint® Yellow Pages, Frontier® Yellow Pages, Superpages.com®, LocalSearch.comSM, SuperpagesMobile®, SuperpagesDirect®, and related names, marks and logos are, infor the aggregate, material to our business.critical elements of the Thryv platform.


Government Regulation

We are the exclusive authorized directory publisher of listingssubject to many U.S. federal and classified advertisements for Qwest Communications International, Inc.  (“Qwest”) (and its successors), which is now ownedstate and operated by CenturyLink, in the states Dex Media East, Inc. ("DME")other foreign laws and Dex Media West, Inc. ("DMW") operate our directory business and in which Qwest provided local telephone service as of November 8, 2002 (subjectregulations, including those related to limited extensions). We also hold the exclusive right to use certain CenturyLink branding on directories in these markets. In addition, Qwest assigned and/or licensed to us certainprivacy, data protection, content regulation, intellectual property, used in the Qwest directory business priorconsumer protection, rights of publicity, health and safety, employment and labor and taxation.

Compliance with government regulations, including environmental regulations, has not had and is not expected to November 8, 2002. These rights generally expire in 2052.

We have an exclusive license to produce, publish and distribute directories for CenturyLink (and its successors) in the markets where Sprint provided local telephone service as of September 21, 2002 (subject to limited extensions), as well as the exclusive license to use CenturyLink’s name and logo on directories in those markets. These rights generally expire in 2052.

We have an exclusive license to provide yellow page directory services for YP (and its successors) and to produce, publish and distribute white page directories on behalf of YP in Illinois and Northwest Indiana, as well as the exclusive right to use the YP and AT&T brand and logo on print directories in those markets. These rights generally expire in 2054.

Under license agreements for subscriber listings and directory delivery lists, each of CenturyLink (including Qwest and Embarq) and AT&T have granted to us a non-exclusive, non-transferable restricted license of listing and delivery information for persons and businesses that order local telephone services at prices set forth in the respective agreements. Generally, we may use the listing information solely for publishing directories (in any format) and the delivery information solely for delivering directories, although in the case of Qwest, we may also resell the information to third parties solely for direct marketing activities, database marketing, telemarketing, and market analysis purposes. The term of these license agreements is generally consistent with the term of the respective publishing agreements described above.

We are the authorized publisher in the markets in which Verizon, or its formerly owned properties now owned by FairPoint and Frontier, are the local telephone service providers. We use their brands on our print directories in these and other specified markets. We have a numbermaterial effect upon the capital expenditures, earnings, or competitive position of agreements with them that govern our relationship, including publishing agreements, branding agreements,company. However, these laws and non-competition agreements, each having a term expiring in 2036.

Although we do not consider any individual trademark or other intellectual property toregulations are constantly evolving and may be material to our operations, we believe that, taken as a whole, the licenses, marks and other intellectual property rights that weinterpreted, applied, created, or acquiredamended in conjunction with prior acquisitions are material toa manner that could harm our business. We consider our trademarks, service marks, databases, softwareSee “Risk Factors — Legal, Tax, Regulatory and other intellectual property to be proprietary, and we rely on a combination of copyright, trademark, patent, trade secret, non-disclosure and contract safeguards Compliance Risks”for protection. We also benefit from the use of the phrase “yellow pages” which we believe to be in the public domain in the United States.additional information.


Employees

Dex Media employs approximately 3,500 people of which approximately 1,000 or 29%, are represented by labor unions covered by collective bargaining agreements. Unionized employees are represented by either the Communication Workers of America (“CWA”) or International Brotherhood of Electrical Workers of America (“IBEW”).  Two of our collective bargaining agreements with the CWA expired December 31, 2013, covering sales and clerical employees in our New England Sales offices, and new agreements were negotiated, ratified and effective on January 24, 2014. During 2014, all other collective bargaining agreements were in full force and effect.  One of our former SuperMedia collective bargaining agreements with the CWA covering New York sales and clerical employees expired in October 2014; however, the Company and the Union agreed to extend the New York agreement through October 10, 2015. Dex Media considers our relationships with our employees and unions to be in good standing.


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Website Information
Our corporate website is located at www.dexmedia.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) are available free of charge through our website as soon as reasonably practicable after we electronically file the reports with, or furnish them to, the Securities and Exchange Commission (“SEC”). Our website also provides access to reports filed by our directors, executive officers and certain significant shareholders pursuant to Section 16 of the Exchange Act. In addition, our Corporate Governance Guidelines, Code of Conduct, applicable to all of our directors, officers and employees, including the chief executive officer, chief financial officer and chief accounting officer, and charters for the standing committees of our Board of Directors are available on our website. All of these documents may also be obtained free of charge upon written request to: Dex Media, Inc., P.O. Box 619810, 2200 West Airfield Drive, D/FW Airport, Texas 75261, Attention: Investor Relations. The information on our website, is not incorporated by reference into this report. In addition, the SEC maintains a website, www.sec.gov, which contains reports, proxy, information statements and all other information that we file electronically with the SEC.
Executive Officers of the Registrant
The list below sets forth information about our executive officers as of March 1, 2015.
NamePosition
Joseph A. WalshPresident and Chief Executive Officer
Paul D. RouseExecutive Vice President - Chief Financial Officer and Treasurer
Mark CairnsExecutive Vice President - Integration and Client Experience
Michael N. DunnExecutive Vice President - Chief Technology Officer
Raymond R. FerrellExecutive Vice President - General Counsel and Corporate Secretary
Gordon HenryExecutive Vice President - Chief Marketing Officer
Del HumenikExecutive Vice President - Chief Revenue Officer
Debra M. RyanExecutive Vice President - Chief Human Resources Officer
Carleton G. ShawExecutive Vice President - Chief Information Officer
John F. WholeyExecutive Vice President - Operations and Client Services
Joseph A. Walsh, age 51, is the Company's President and Chief Executive Officer and a member of the Board of Directors. Prior to joining the Company in October 2014, Mr. Walsh was the Chairman and Chief Executive Officer of Walsh Partners, a private company founded in 2012 that has been focused on investments and advisory services. Mr. Walsh has also served as the Executive Chairman of Cambium Learning Group, Inc., a leading educational solutions and services company, since March 2013. Mr. Walsh was previously employed by Yellowbook Inc., a digital and print marketing solutions company, from 1987 until 2011, and served as President and Chief Executive Officer and a member of its board of directors from 1993 until 2011. In 1982, Mr. Walsh co-founded IYP Publishing, a company sold in 1985 to DataNational Corporation, a leading provider for enterprise software and services. He served as Vice President of Sales at DataNational until joining Yellowbook in 1987. Mr. Walsh served as Chairman of the Local Search Association (LSA) and on the board of LSA’s predecessor, the Yellow Pages Association. He was also Chairman and a long-term board member of the Association of Directory Publishers and served on the board of the Association of Directory Marketing.
Paul D. Rouse, age 56, is the Company’s Executive Vice President - Chief Financial Officer and Treasurer. Mr. Rouse serves as the principal financial and principal accounting officer of the Company, responsible for the Company’s financial operations. He is also the primary liaison with the investment community, responsible for investor relations, and is also responsible for leading merger and acquisitions transactions. Prior to joining the Company in November 2014, Mr. Rouse served as the Chief Financial Officer of Apple and Eve LLC, one of the largest privately held juice companies in the United States, since 2012. Mr. Rouse was employed by Yellowbook Inc., a digital and print marketing solutions company, from 1987 until 2012 where he served as Vice President of Finance and as Treasurer, and had responsibility for corporate and business development. Earlier in his career, Mr. Rouse was employed at JPMorgan in international internal audit and at Ernst and Young in public accounting.

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Mark Cairns, age 65, is the Company’s Executive Vice President - Integration and Client Experience responsible for the management and improvement of Dex Media’s client experience. Prior to joining the Company in October 2014, Mr. Cairns was principal of Treales, LLC, a general business consulting company. Prior to that, from 2011 to 2013, he served as the Head of Operations in the United States and United Kingdom for Hibu plc (previously Yell Group plc), a company offering digital and print marketing solutions and directories, including Yell.com and Yellow Pages in the United Kingdom, and Yellowbook in the United States. Since joining Yell Group in 1984, Mr. Cairns held a variety of management positions at Yell Group in the United Kingdom and United States, including as Chief Publishing Officer of Yellow Book Inc.
Michael N. Dunn, age 41, is the Company’s Executive Vice President - Chief Technology Officer, responsible for managing the delivery and support of technology solutions that enable the online, mobile, print, and network distribution of advertising for clients of Dex Media. He previously served as Vice President - Chief Information Officer of SuperMedia since April 2010. From April 2005 until joining the Company, he was Senior Vice President, Information Technology and Business Process Management at Level 3 Communications. Prior to Level 3, he held various positions at Capgemini, Ernst & Young, and the Convergent Group.
Raymond R. Ferrell, age47, is the Company’s Executive Vice President - General Counsel and Corporate Secretary. He is responsible for the Company’s legal, public policy, government relations, and compliance functions. Mr. Ferrell was named Acting Executive Vice President - General Counsel and Corporate Secretary at Dex Media in July 2013. Previously he was Vice President Associate General Counsel - Commercial Operations at SuperMedia since 2009. Prior to SuperMedia, Mr. Ferrell was Senior Counsel - Vice President in the American Express General Counsel’s office for over eight years, providing primary support for Global Commercial Cards and the Interactive business unit. Prior to joining American Express, he worked in private practice in New York City and New Jersey, specializing in corporate securities, technology, e-commerce law and commercial card work.
Gordon Henry, age 53, is the Company’s Executive Vice President - Chief Marketing Officer responsible for driving the Company’s growth strategy and marketing functions across print, digital, mobile and social media, as well as overseeing business development and partnership relationships. Before joining the Company in October 2014, Mr. Henry was a senior advisor at Walsh Partners, a business consulting company. He previously held the role of vice president and general manager at Deluxe Corp, a digital and print marketing solutions company, from 2011 to 2014, where he led the company’s transformation to a provider of Internet marketing services for small and medium-size businesses. Prior to joining Deluxe he served as Chief Marketing Officer of Yellowbook Inc., a digital and print marketing solutions company, from 2001 to 2008, where he managed print and online products.
Del Humenik, age 54, is the Company’s Executive Vice President - Chief Revenue Officer, with responsibility for ensuring that Dex Media provides businesses with effective print and digital advertising tailored to their specific needs. Before assuming his current role, Mr. Humenik served as Chief Operating Officer as well as Executive Vice President of Sales and Marketing for Dex Media and Executive Vice President of Sales for SuperMedia Inc. from November 2010. He previously served as Senior Vice President - Sales and Marketing for Paychex Inc. from 2009 to 2010. Prior to his role at Paychex Inc., Mr. Humenik served as Senior Vice President and General Manager for RHDC from 2004 to 2008. Prior to 2004, he was employed by the Company’s predecessor companies for nearly 20 years, holding various sales management and executive positions.
Deb Ryan, age 63, is the Company’s Executive Vice President - Chief Human Resources Officer, responsible for Dex Media’s human resources and employee administration activities. She previously served as Executive Vice President - Human Resources and Employee Administration of SuperMedia since April 2012. Before joining SuperMedia, she served as Vice President - Franchise Development for Dex One from 2009 to 2011, Vice President - Human Resources - Sales and Operations from 2006 to 2009 and Vice President - Human Resources from 2002 to 2006 at RHDC, responsible for the company's human resources function. Prior to that, Ms. Ryan held various human resources and sales management executive positions.
Carleton G. Shaw, age 65, is the Company’s Executive Vice President - Chief Information Officer, responsible for managing the transformation of the Company’s technology solutions and enterprise change management. Prior to joining the Company in October 2014, Mr. Shaw was a principal with Houstonian Partners, LLC, focused on investment and advisory services. Prior to joining Houstonian Partners, LLC, Mr. Shaw was the Global Chief Information Officer at Hibu plc (previously Yell Group plc), a company offering digital and print marketing solutions and directories, including Yellowbook in the United States, from 2011 until 2013. Previously he held various roles at Yellowbook from 1990, including as EVP - Operations to Chief Information Officer, responsible for Yellowbook’s technology and enterprise change management.
John F. Wholey, age 50, is the Company’s Executive Vice President - Operations and Client Services, responsible for Dex Media’s back office operations’ and non-sales customer facing functions, supporting production, fulfillment and servicing of all print and digital product and service offerings. Prior to joining the Company in January 2015, Mr. Wholey served as a Head of

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United States Operations of Hibu plc (previously Yell Group plc), a company offering digital and print marketing solutions and directories, including Yellowbook in the United States, from March 2014 until November 2014, where he was responsible for all operational aspects of the business from order capture to production, fulfillment, publishing, distribution, customer service and sales support for all print and digital product offerings. Previously, from March 2011 to March 2014, Mr. Wholey headed contact centers for Hibu in the United States and United Kingdom and prior to that Mr. Wholey served as Hibu’s Vice President of Operations since 2000.

ITEMItem 1A.    RISK FACTORSRisk Factors


YouRisk Factor Summary

Our business and owning our common stock are subject to numerous risks and uncertainties, including those highlighted in “Risk Factors.” As a summary, these risks include, but are not limited to, the following:
•significant competition for our Marketing Services solutions and SaaS offerings, which include companies who use components of our SaaS offerings provided by third parties;
•our ability to transition our Marketing Services clients to our Thryv platform, sell our platform into new markets or further penetrate existing markets;
•our ability to manage our growth effectively;
•our potential failure to successfully expand our current offerings into new markets or further penetrate existing markets;
•our clients potentially opting not to renew their agreements with us or renewing at lower spend;
•our ability to maintain profitability;
•our potential failure to provide new or enhanced functionality and features;
•our potential failure to identify and acquire suitable acquisition candidates;
•internet search engines and portals potentially terminating or materially altering their agreements with us;
•our reliance on third-party service providers for many aspects of our business and our potential inability to maintain our strategic relationships with such third-party service providers;
•our, or our third-party providers', potential inability to keep pace with rapid technological changes and evolving industry standards;
•our potential failure to maintain the compatibility of our Thryv platform with third-party applications;
•our inability to recover should carefullywe experience a disaster or other business-continuity problems;
•the potential loss of one or more key employees or our inability to attract and to retain highly skilled employees;
•the potential impact of future labor negotiations;
•our potential failure to comply with applicable privacy, security and data laws, regulations and standards;
•potential changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations;
•potential system interruptions or failures, including cyber-security breaches, identity theft, data loss, unauthorized access to data or other disruptions that could compromise our information or our client information;
•our potential failure to protect our intellectual property rights, proprietary technology, information, processes, and know-how;
•litigation and regulatory investigations aimed at us or resulting from our actions or the actions of our predecessors;
•adverse tax laws or regulations or potential changes to existing tax laws or regulations;
•our potential failure to meet service level commitments under our client contracts;
•our potential failure to offer high-quality or technical support services;
•aging software and hardware infrastructure;
•our, or our third-party service providers', failure to manage our technical operations infrastructure;
•our Thryv platform and add-ons potential failure to perform properly;
•our outstanding indebtedness and our potential inability to generate sufficient cash flows to meet our debt service obligations;
•the potential restriction of our future operations by restrictive covenants in the agreements governing our Senior Credit Facilities (as defined below);
•volatility and weakness in bank and capital markets;
•potential volatility in the public price of our shares of common stock or the failure of an active, liquid, and orderly market for our shares of common stock to be sustained;
•that none of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer, potentially resulting in sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, which could cause the market price of our common stock to decline; and
•costs, obligations and liabilities incurred as a result of, and in connection with, being a public company.

For a discussion of these and other risks you should consider before making an investment in our common stock, review the below Risk Factors.

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Risks Related to Our Business and Industry

Strategic, Market and Competition Risks

We face significant competition for our Marketing Services solutions and SaaS offerings, which may harm our ability to add new clients, retain existing clients and grow our business. Competitors include companies who use components of our SaaS offerings provided by third parties.

We face intense competition from other companies that offer marketing solutions and business management tools for the SMB market. Competition could significantly impede our ability to sell marketing solutions or subscriptions to our Thryv platform and add-ons on terms favorable to us. Our current and potential competitors may develop and market new technologies that render our existing or future products less competitive or obsolete. In addition, if these competitors develop products with similar or superior functionality to our Thryv platform, we may need to decrease prices or accept less favorable terms for our platform subscriptions in order to remain competitive. If we are unable to maintain our pricing due to competitive pressures, our operating results will be adversely affected.

Our competitors include:

•other print media companies;
•cloud-based business automation providers;
•email marketing software vendors;
•sales force automation and CRM software vendors;
•website builders and providers of other digital tools, including low cost, less experienced do-it-yourself providers;
•marketing agencies and other providers of SEM, online display and social advertising, online presence and video, and other digital marketing services including SEO tools; and
•large-scale SaaS enterprise suites who are moving down market and targeting SMBs.

In addition, instead of using our platform, some prospective clients may elect to combine disparate point applications, such as content management systems (“CMS”), marketing automation, CRM, billing and payments management, analytics and social media management. We also face competition from third parties who provide us components of our SaaS offerings. We may also face competition from others who reoffer or use such components in their SaaS solutions. There are lower barriers to entry for SaaS solutions, and we expect that new competitors, such as SaaS vendors that have traditionally focused on back-office functions, will develop and introduce applications serving customer-facing and other front-office functions. This development could have an adverse effect on our business, operating results and financial condition. In addition, sales force automation and CRM system vendors could acquire or develop applications that compete with our software offerings. Some of these companies have acquired social media marketing and other marketing software providers to integrate with their broader offerings.

We also face competition from search engines and portals as well as online directories, other business search sites and social media networks, some of which have entered into commercial agreements with us to provide support for our solutions. Our digital strategy may be adversely affected if major search engines or social media networks with which we currently have commercial agreements decide to more directly market advertising and SaaS business solutions to SMBs. Competing search engines also have the ability to alter their search algorithms, which could change the current flow of commercial search traffic away from our sites and our customers. If this occurs, we may not be able to compete effectively with these other companies, some of which have greater resources than we do.

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, and they may be able to devote greater resources to the development, promotion, sale and support of their products and services. Additionally, they may have more extensive customer bases, broader customer relationships, and greater name recognition. As a result, these competitors may respond faster to new technologies and undertake more extensive marketing campaigns for their products. In a few cases, these competitors may also be able to offer marketing and sales software at little or no additional cost by bundling it with their existing suite of applications. To the extent any of our competitors have existing relationships with potential clients for either business software or marketing solutions, those clients may be unwilling to purchase our platform because of their existing relationships with our competitor. If we are unable to compete effectively with such companies, the demand for our Marketing Services solutions and SaaS offerings could decline substantially.

In addition, if one or more of our competitors were to merge or partner with another of our competitors, our ability to compete effectively could be adversely affected. Our competitors may also establish or strengthen cooperative relationships
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with our current or future strategic distribution and technology partners or other parties with whom we have relationships, thereby limiting our ability to promote and implement our Thryv platform. We may not be able to compete successfully against current or future competitors, and competitive pressures may harm our business, operating results and financial condition.

Our Marketing Services business revenue, which comprises a significant portion of our revenue, may decline at a rate faster than we anticipate, and we may not be able to successfully transition our Marketing Services clients to our Thryv platform in order to offset the decline in Marketing Services revenue with SaaS revenue.

Our growth strategy is focused on the growth and expansion of our SaaS offerings; however, during 2022, 82.0% of our revenue was derived from our Marketing Services offerings.

Maintenance of our Marketing Services business requires investment, specifically with respect to compliance updates and security controls. If our investments are not sufficient to adequately update our Marketing Services business, such solutions may lose market acceptance, and we may face security vulnerabilities. In recent years, overall industry demand for print services has declined significantly, and we expect this trend to continue. In addition, we have marketed our SaaS offerings to our Marketing Services clients, and some of our Marketing Services clients have transitioned to our Thryv platform, but there is no guarantee that remaining Marketing Services clients will transition to our Thryv platform. If such Marketing Services clients do not transition, we may lose them in the future, or we may be required to make ongoing investments to serve a smaller pool of clients. If our revenue from our Marketing Services declines at a rate faster than anticipated, our necessary investments in Marketing Services may not be offset by revenue generated. Also, if we are not able to successfully convert a sufficient number of our Marketing Services clients to our SaaS offerings, or if the decline in our Marketing Services revenue continues to outpace our SaaS revenue growth, this could have a material adverse effect on our business, financial condition and results of operations.

We recognize revenue for our print services upon delivery of the PYP directories to the intended market, which can result in variability in the amount of revenue recognized each quarter due to the publication cycle of each PYP directory.
We recognize revenue for print services at a point in time upon delivery of the published PYP directories containing customer advertisements to the intended market. Our PYP directories typically have 12-month publication cycles in Australia and 15 to 18-month publication cycles in the U.S. As a result, we typically record revenue for each publication only once every 12 to 18 months, depending on the publication cycle of the directory. The amount of revenue we recognize each quarter from our PYP directories is therefore directly related to the number of PYP directories we deliver to the intended market each quarter, which can vary dramatically based on the timing of the publication cycles. For example, during the third quarter of fiscal 2023, due to the timing of publication cycles, we expect to deliver fewer PYP publications than compared to the third quarter of fiscal 2022, resulting in lower year-over-year Marketing Services revenues. We generally expect these PYP publications to be delivered in future quarters, however, resulting in a shift of the revenue recognition for these publications from the third quarter of fiscal 2023 to future quarters. The timing of our PYP publication cycles may result in increased variability in the amount of revenue recognized each quarter, which could have a material adverse effect on our results of operations.

If our SEO strategies fail to help our IYPs get discovered or our clients’ websites to get discovered in unpaid search results, our business could be adversely affected.

Our success depends in part on our ability to help our IYPs and our clients’ websites and contact information get discovered more easily in unpaid internet search results on search engines, such as Google, Yahoo! and Bing, among others. Algorithms are used by these search engines to determine search result listings and the order of such listings displayed in response to specific searches. Accordingly, our SEO efforts help our IYPs and our clients’ websites to be discovered more easily in organic search engine results, making it more likely that search engine users will visit these websites. However, our SEO efforts on behalf of our IYPs or our clients’ websites may not succeed in improving the discoverability of this content. Google in particular is the most significant source of traffic to our IYPs and to our clients’ websites. Therefore, it is important for us to maintain an effective SEO strategy so that our IYPs, where our clients’ business profiles are found, and our SMB clients’ websites, maintain a prominent presence in results from Google search queries. If we fail to do so, our business, financial condition and results of operations may be materially adversely affected.

In addition, search engines frequently change the criteria that determine the order in which their search results are displayed, and our SEO efforts on behalf of our own sites and our clients’ sites will be unsuccessful if we do not effectively respond to those changes on a timely basis, or if the algorithm changes made by Google and other search engines make it harder for our IYPs or our clients’ websites to rank, reducing traffic flow. Therefore, if we are unable to respond effectively
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to changes made by search engine providers in their algorithms and other processes, our clients may experience substantial decreases in traffic to their profile pages on our IYPs and to their own websites. This may lead to a decrease in the perceived value of our products, which could result in our inability to acquire new clients, the loss of existing clients, a decrease in revenues and a material adverse effect on our results of operations.

Our growth strategy has focused on developing our SaaS segment, which has experienced recent revenue growth. If we fail to manage our growth effectively or if our strategy is not successful, we may be unable to execute our business plan, to maintain high levels of service, or to adequately address competitive challenges.

We have recently experienced growth in our operations related to our SaaS segment. While we have been successful in transitioning and cross-selling our SaaS solutions to our Marketing Services clients in the past, this success may not continue.

We plan to continue to invest in the infrastructure and support for our SaaS solutions while maintaining profitability in our U.S. and international Marketing Services segments. The growth of our SaaS solutions placed, and future growth will place, a significant strain on our management, administrative, operational and financial infrastructure. In order to manage this growth effectively, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. Failure to effectively manage growth, or failure to achieve our growth strategy, could result in difficulty or delays in maintaining clients, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties; and any of these difficulties could have a material adverse effect on our business, financial condition and results of operations.

Our reliance on, and extension of credit to, small and medium sized local businesses could adversely affect our business.

In the ordinary course of our business, we extend credit to SMBs in the form of a trade receivable for advertising purchases. Local businesses, however, tend to have fewer financial resources and higher failure rates than large businesses, especially during a downturn in the general economy. Also, the proliferation of very large retail stores may continue to adversely affect local businesses. We believe these limitations contribute significantly toward clients not renewing their subscriptions. If clients fail to pay within specified credit terms, we may cancel their advertising in future directories, which could further impact our ability to collect past due amounts, as well as adversely impact our advertising sales and revenue trends. In addition, full or partial collection of delinquent accounts can take an extended period of time. Consequently, we could be adversely affected by our dependence on, and our extension of credit to, local businesses in the form of trade receivables.

If we are unable to develop or to sell our Thryv platform into new markets or to further penetrate existing markets, our revenue may not grow as expected.

Our ability to increase revenue will depend, in large part, on our ability to increase sales from existing clients who do not utilize our Thryv platform and to sell our existing platform into new domestic and international markets. The success of our Thryv platform depends on several factors, including the introduction and market acceptance of our Thryv platform, the ability to maintain and to develop relationships with third-party service providers, and the ability to attract, to retain and to effectively train sales and marketing personnel. Any new solutions we develop or acquire may not be introduced in a timely or cost-effective manner and may not achieve the market acceptance necessary to generate significant revenue. Any new markets in which we attempt to sell our Thryv platform and add-ons, including new countries or regions, may not be receptive. Additionally, any expansion into new markets will require commensurate ongoing expansion of our monitoring of local laws and regulations, which increases our costs as well as the risk of the product not incorporating in a timely fashion or all the necessary changes to enable a client to be compliant with such laws. Our ability to further penetrate our existing markets depends on the quality of our Thryv platform and add-ons and our ability to design our solutions to meet consumer demand. Furthermore, our ability to increase sales from existing clients depends on our clients’ satisfaction with our services and our clients’ desire for additional solutions and to expand from single-point solutions to our comprehensive Thryv platform. If we are unable to sell solutions into new markets or to further penetrate existing markets, or to increase sales from existing clients, our revenue may not grow as expected, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, the success of any geographic expansion depends on our ability to customize products to integrate with third-party applications in that region and other market specific customizations, translate products for non-English speaking markets and provide customer service and training in local languages, which we may be unable to do successfully.

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We are dependent upon client renewals, the addition of new clients, increased revenue from existing clients and the continued growth of the market for our Thryv platform and any impact on these factors could materially adversely affect our operating results.

We expect to derive a substantial portion of our future revenue from the sale of subscriptions to our Thryv platform. The market for small business management solutions is still evolving, and competitive dynamics may cause pricing levels to change as the market matures and as existing and new market participants introduce new types of point applications and different approaches to enable businesses to address their respective needs. As a result, we may be forced to reduce the prices we charge for our Thryv platform and may be unable to renew existing client agreements or enter into new client agreements at the same prices and upon the same terms that we have historically. In addition, our growth strategy involves cross-selling to existing U.S. and international Marketing Services clients to increase the value of our client relationships over time as we expand their use of our services, onboard other parts of their organizations and upsell additional offerings and features. If our cross-selling efforts are unsuccessful or if our existing clients fail to expand their use of our Thryv platform or adopt additional offerings and features, our operating results may be materially adversely affected.

Our subscription renewals may decrease, and any decrease in our number of clients could harm our future revenue and operating results.

Our Thryv platform clients have no obligation to renew their subscriptions for our platform after the expiration of their initial contractual subscription periods. Our agreements with our Thryv platform clients are typically structured on an initial multi-month subscription basis with automatic monthly renewal thereafter; consequently, our clients may choose to terminate their agreements with us at any time after the expiration of the initial term by providing us with the amount of written notice stipulated in the contract. In addition, our clients may seek to renew for lower subscription amounts or for shorter contract lengths. Also, clients may choose not to renew their subscriptions for a variety of reasons. Our renewals may decline or fluctuate as a result of a number of factors, including limited client resources, pricing changes, the prices of services offered by our competitors, adoption and utilization of our platform and related add-ons by our clients, adoption of our new solutions, client satisfaction with our platform, mergers and acquisitions affecting our client base, reductions in our clients’ spending levels or declines in client activity as a result of economic downturns or uncertainty in financial markets. If our clients do not renew their subscriptions for our platform or if they decrease the amount they spend with us, our revenue will decline and our business will suffer. In addition, a subscription model creates certain risks described below.related to the timing of revenue recognition and potential reductions in cash flows.

If we fail to further enhance our brand or maintain our existing strong brand awareness, our ability to expand our client base may be impaired and our financial condition may suffer.

We believe that our development of the Thryv brand and maintenance of our existing PYP and IYP brands, including The occurrenceReal Yellow Pages and Yellowpages.com, is critical to achieving widespread awareness of our existing and future solutions and, as a result, is important to attracting new clients and maintaining existing clients. In the past, our efforts to build our brands have involved significant expenses, and we believe that this investment has resulted in relatively strong brand recognition in the SMB market. Successful promotion and maintenance of our brands will depend largely on the effectiveness of our marketing efforts and on our ability to provide a reliable and useful Thryv platform at competitive prices. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, our business could suffer.

We may not be able to maintain profitability in the future, and our past performance may not be indicative of our future performance.

As of December 31, 2022, we had an accumulated deficit of $238.9 million. If we are unable to acquire new clients cost effectively, we may incur net losses.

We also expect our expenses to increase in the future due to anticipated increases in our SaaS segment sales, general and administrative expenses, including expenses associated with being a public company, product development and management expenses or expenses related to acquisitions, which could impact our ability to sustain profitability in the future. Additionally, while the majority of our revenue in fiscal years 2022, 2021 and 2020 came from advertising services provided in local classified print directories and digital marketing solutions, such as search, display and social media, future development of new services may initially have a lower profit margin than our existing services, which could have a material adverse effect on our business, financial condition and results of operations. As a result, we may not be able to maintain profitability in the future.

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The continuing decline in the use of print directories and in our ability to attain new or renewed print agreements continues to adversely affect our business.

Overall references to print directories, including our Print Yellow Pages, in the United States have been declining since the early 2000s. This decline is primarily attributable to increased use of internet search providers, as well as the proliferation of large retail stores for which consumers and businesses may not reference the print directories. While we expect the decline in usage will continue to negatively affect advertising sales associated with our traditional print business, a significant further decline in usage of our print directories could impair our ability to maintain or increase advertising prices, which may cause businesses to reduce or discontinue purchasing advertising in our print directories. Either or both of these factors could adversely affect our revenue and have a material adverse effect on our business, financial condition, results of operations and prospects. These trends have resulted in declining print advertising sales, and we expect these trends to continue in 2022 and beyond.

In addition, a portion of the revenue we report each period results from the recognition of deferred revenue relating to agreements entered into during previous periods. A decline in new or renewed agreements in any period may not be immediately reflected in our reported financial results for that period but may result in a decline in our revenue in future periods. If we were to experience significant downturns in agreements and renewals, our reported financial results might not reflect such downturns until future periods.

Providing technology-based marketing solutions to small businesses is an evolving market that may not grow as quickly as we anticipate, or at all.

The value of our solutions is predicated upon the assumption that online and mobile presence, acquisition and retention marketing and the ability to connect and interact with consumers online and on mobile devices are, and will continue to be, important and valuable strategies for small businesses to enhance their abilities to establish, grow, manage and market their businesses. If this assumption is incorrect, or if small businesses do not, or perceive that they do not, derive sufficient value from our solutions, then our ability to retain existing clients, attract new clients and grow our revenues could be adversely affected.

If we are not able to provide new or enhanced functionality and features, it could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to successfully provide new or enhanced functionality and features for our existing solutions that achieve market acceptance or that keep pace with rapid technological developments. For example, we are focused on enhancing the connectivity and integration of add-ons to our Thryv platform to expand its utility for our SMB clients. The success of new or enhanced functionality and features depends on several factors, including their overall effectiveness and the timely completion, introduction and market acceptance of the enhancements, new features, or applications. Furthermore, we depend on both internal development and our third-party software partners to develop and implement their own enhancements, new features, or applications that can then be integrated into the Thryv platform. Failure in either of these areas may significantly impair our revenue growth.

In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware, iOS and other software and communication, browser and database technologies. We may not be successful in developing these new or enhanced functionalities and features, or in bringing them to market in a timely fashion. If we do not continue to innovate and deliver high-quality, technologically advanced solutions, we will not remain competitive, which could have a material adverse effect in our business, financial condition and results of operations. Any failure of our Thryv platform and add-ons to operate effectively with future network platforms and technologies could reduce the demand for our Thryv platform and add-ons, result in client dissatisfaction and have a material adverse effect on our business, financial condition and results of operations.

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We may be unsuccessful in identifying and acquiring suitable acquisition candidates or in integrating any businesses that are or have been acquired. This could have a material adverse effect on our business, financial condition and results of operations.

One of our key growth strategies is to acquire other businesses or to invest in complementary companies, channels, platforms or technologies that we believe could expand our client base or otherwise offer growth opportunities into new markets. We may also in the future seek to acquire or invest in other businesses, applications or technologies that operate in different industries than ours if we determine that an attractive investment or acquisition opportunity has been presented to us. We may not be able to identify appropriate acquisition candidates or, if we do, we may not be able to negotiate successfully the terms of an acquisition, finance the acquisition or integrate the acquired business effectively and profitably into our existing operations. Acquired businesses may not provide us with successful client conversions, achieve the levels of revenue or profitability anticipated, or otherwise perform as expected. In addition, the pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated. Acquisitions involve special risks, including the potential assumption of unanticipated liabilities and contingencies that could have a material adverse effect on our financial condition and difficulties in integrating acquired businesses.

In addition, we may be unable to successfully integrate businesses that we have acquired or may acquire in the future. The integration of an acquisition involves a number of factors that may affect our operations. These factors include:
•difficulties in converting the clients of the acquired business onto our Thryv platform;
•difficulties in converting the clients of the acquired business to our Marketing Services offerings or to our contract terms;
•diversion of management’s attention;
•incurrence of significant amounts of additional debt;
•creation of significant contingent earn out obligations or other financial liabilities;
•increased expenses, including, but not limited to, legal, administrative and compensation expenses;
•difficulties in the integration of acquired operations, including the integration of data and information solutions or other technologies;
•entry into unfamiliar segments;
•adverse effects to our existing business relationships with business partners and clients as a result of the acquisition;
•difficulties retaining key employees and maintaining the key business and client relationships of the businesses we acquire;
•cultural challenges associated with integrating employees from the acquired company into our organization;
•unanticipated problems or legal liabilities; and
•tax and accounting issues.
A failure to integrate acquisitions efficiently, may be disruptive to our operations and adversely impact our revenues or increase our expenses.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could increase our interest payments. To finance any acquisitions, we may choose to issue shares of our common stock as consideration, which would dilute the ownership of our stockholders. If the price of our common stock is low or volatile, we may not be able to acquire other companies using our stock as consideration. Alternatively, it may be necessary for us to raise additional funds for acquisitions through public or private financings. Additional funds may not be available on terms that are favorable to us, or at all.

We also may divest or sell assets or businesses that we acquire, and we may have difficulty selling such assets or businesses on acceptable terms or in a timely manner. This could result in a delay in the achievement of our strategic objectives, additional expense, or the sale of such assets or businesses at a price or on terms that are less favorable than we anticipated.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the event that the book value of goodwill or other intangible assets is impaired, any such impairment would be charged to earnings in the period of impairment. In the future, if our acquisitions do not yield expected returns, we may be required to record charges based on
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this impairment assessment process, which could have a material adverse effect on our financial condition and results of operations.

Expansion of our operations to, and offering our services in, markets outside of the U.S. subjects us to political, economic, legal, operational and other risks that could have a material adverse effect on our business, results of operations, financial condition, cash flows and reputation.

We are continuing to expand our operations by offering our products and services in Australia and Canada, and may expand to additional markets outside of the U.S. in the future, which increases our exposure to the inherent risks of doing business in international markets. Depending on the market, these risks include those relating to:

•    changes in local economic environment;
•    political instability;
•    trade regulations;
•    intellectual property legal protections;
•    procedures and actions affecting pricing, reimbursement and marketing of our products and services;
•    fluctuations in foreign currency rates;
•    additional U.S. and foreign taxes;
•    changes in local laws or regulations, or interpretation or enforcement thereof;
•    potentially longer ramp-up times for offering our services; and
•    data and privacy regulations.

Issues relating to the failure to comply with applicable non-U.S. laws, requirements or restrictions may also impact our domestic business and/or raise scrutiny on our domestic practices.

Additionally, some factors that will be critical to the success of our international business and operations will be different than those affecting our domestic business and operations. For example, conducting international operations requires us to devote significant management resources to implement our controls and systems in new markets, to comply with local laws and regulations, including to fulfill financial reporting requirements, and to overcome the numerous new challenges inherent in managing international operations.

Any expansion of our international operations through acquisitions or through organic growth could increase these risks. Additionally, while we may invest material amounts of capital and incur significant costs in connection with the growth and development of our international operations, including to start up or acquire new businesses, we may not be able to operate them profitably on the anticipated timeline, or at all.

These risks could have a material adverse effect on our business, results of operations, financial condition, cash flows and could materially harm our reputation.

We have recorded impairment charges in the past and may record impairment charges in the future.

We are required, at least annually, or as facts and circumstances warrant, to test goodwill to determine if impairment has occurred. We are also required to test certain other assets for impairment as facts and circumstances warrant. Impairment may result from any number of factors, including adverse changes in assumptions used for valuation purposes, such as sales, operating margins, growth rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data or other factors. If the testing indicates that impairment has occurred, we are required to record a non-cash impairment charge.
During the year ended December 31, 2022, the secular decline in industry demand for print services along with the trending decline in our Marketing Services client base and competition in the consumer search and display space adversely impacted certain of the assumptions used to estimate the discounted future cash flows of some of our reporting units for purposes of performing our interim goodwill impairment test. As a result, we recognized a non-cash impairment charge of $102.0 million in the fourth quarter of 2022 to reduce goodwill for our Thryv U.S. Marketing Services segment.
As of December 31, 2022, we had $566.0 million of goodwill, with $288.6 million related to the Thryv U.S. Marketing Services segment, $218.9 million related to the Thryv U.S. SaaS segment and $58.5 million related to the Thryv International Marketing Services segment. The expected continued secular decline in industry demand for print services, increased
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competition, changes in valuation assumptions or other factors could result in impairment charges in the future, which could have a material adverse effect on our results of operations.

Risks Related to Strategic Relationships and Third Parties

We have agreements with several major internet search engines and search sites. The termination or material alteration of one or more of these eventsagreements could significantly and adversely affect our business.

We have agreements with several internet search engines and search or directory websites providers, which makes our content easier for search engines to access and provides a greater response for our clients to general searches on the internet. Under the terms of the agreements with these search providers, we place our clients’ advertisements on major search engines and other third-party search and directory sites and print directories, which give us access to a higher volume of traffic than we could generate on our own, without relinquishing the client relationship. The search engines benefit from our outside and inside sales force and full-service capabilities for attracting and serving local advertisers that might not otherwise transact business with search engines. Other third-party directories and search sites benefit from our payment for traffic from their sites to our advertisers. The termination or material alteration of one or more of our agreements with major search engines or third-party providers could adversely affect our business.

Our growth depends in part on the success of our strategic relationships with third parties.

In order to grow our business, we anticipate that we will continue to depend on the continuation and expansion of relationships with vendors and other third parties. In our SaaS segment, such third parties include third-party service providers (i.e., software developers and hosting services), sales channel partners and technology and content providers. In our U.S. and international Marketing Services segments, we depend upon third parties to print, publish and distribute our directories. Identifying partners and negotiating and documenting relationships with them requires significant time and resources. In addition, the third parties we partner with may not perform as expected under our agreements, and we may have disagreements or disputes with such third parties, which could negatively affect our brand and reputation.

Additionally, we rely on the expansion of our relationships with our third-party providers as we enhance our service offerings. While some of our agreements with third parties include exclusivity provisions, we may lose the exclusivity or other protections we have in force due to our own performance or efforts by our competitors or business problems these third parties encounter. Typically, our agreements are non-exclusive and do not prohibit our third-party providers from working with our competitors.

If we are unsuccessful in establishing or maintaining our relationships with third-party service providers, our ability to compete in the marketplace or to grow our revenues could be impaired, which could have a material adverse effect on our business, financial condition and results of operations.

We rely on third-party service providers for many aspects of our business. If one or more of our third-party service providers experiences a disruption, goes out of business, experiences a decline in quality, or terminates its relationship with us, we could experience a material adverse effect on our business, financial condition or results of operations.

We rely on third-party service providers for many integral aspects of our business. A failure on the part of any of our third-party service providers to fulfill its contracts with us could result in a material adverse effect on our business, financial condition or results of operations. We depend on our third parties for many services, including, but not limited to:

Development and delivery of Thryv modules

We utilize third-party service providers for a variety of components and feature sets and related intellectual property underlying or incorporated in the Thryv platform. Additionally, we utilize third-party service providers for the development and maintenance of our Thryv platform, as well as hosting the Thryv platform itself through a third party’s relationship with a cloud services provider. We also rely on a third-party solution for order entry and monthly payment processing for Thryv orders. Any decline in the quality of, or delay in delivery of, modules or other software produced by such third-party service providers could result in reduced revenue, cause an increase in operational costs to switch providers, subject us to liability, or cause clients to fail or be unable to renew their subscriptions, any of which could materially adversely affect our business. Typically, our license agreements with third-party service providers are not exclusive and/or do not extend to all territories in which we may wish to do business in the future, and in certain cases, our third-party service providers have the right to distribute features developed for our Thryv platform in their own software offerings, which could adversely impact select functionality of our platform as well as adversely affect our business, our ability to compete with our competitors, and our
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ability to generate revenue. If our agreements with our third-party service providers expire or are terminated, we may face loss of functionality or costs associated with replacing the relevant technology. Such expiration or termination may also disrupt our business, leading to liability to customers or loss of business.

Upkeep of data centers

We host our consumer-facing internet sites, which are a major source of low-cost fulfillment traffic for our clients and serve most of our digital service clients from data centers operated by third-party providers, primarily Amazon Web Services. While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these facilities. The owners of our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. These third parties may also seek to cap their maximum contractual liability, resulting in Thryv being financially responsible for losses caused by their actions or omissions. Additionally, we host our internal systems through data centers that we operate and lease in Texas and Virginia. If we are unable to renew our agreements with our third-party providers or to renew our leases on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption in connection with any such transfer. Both our third-party data centers and data centers that we lease and operate are subject to break-ins, sabotage, intentional acts of vandalism and other misconduct. Any such acts could result in a breach of the security of our or our clients’ data.

Problems faced by our third-party data center locations, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their customers, including us, could adversely affect the experience of our clients. We have periodically experienced service disruptions in the past, and we may experience interruptions or delays in our service in the future. Our third-party data centers’ operators could also decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by our third-party data center operators or any of the third-party service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, if our data centers are unable to keep up with our growing needs for capacity, this could adversely affect the growth of our business. While we maintain both redundancy and disaster recovery protocols, any changes in third-party service levels at our data centers or any security breaches, errors, defects, disruptions, or other performance problems with our Thryv platform and add-ons could adversely affect our reputation, damage our clients’ stored files, result in lengthy interruptions in our services, or otherwise result in damage or losses to our clients for which they may seek compensation from us. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the data center services we use. Interruptions in our services might reduce our revenues, cause us to issue refunds to clients for prepaid and unused subscription services, subject us to potential liability, or adversely affect our renewals.

Monitoring of changes to applicable laws

We and our third-party providers must monitor for any changes or updates in laws that are applicable to the solutions that we or our third-party providers provide to our clients. In addition, we are reliant on our third-party providers to modify the solutions that they provide to our clients to enable our clients to comply with changes to such laws and regulations. If our third-party providers fail to reflect changes or updates in applicable laws in the solutions that they provide to our clients in a timely manner, we could be subject to negative client experiences, harm to our reputation, loss of clients, claims for any fines, penalties or other damages suffered by our clients and other financial harm.

Printing of directories

In our U.S. and international Marketing Services segments, we depend on third parties to supply paper and to print, publish and distribute our directories. In connection with these services, we rely on the systems and services of our third-party service providers, their ability to perform key functions on our behalf in a timely manner and in accordance with agreed levels of service and their ability to attract and retain sufficient qualified personnel to perform services on our behalf. There are a limited number of these providers with sufficient scale to meet our needs. A failure in the systems of one of our key third-party service providers, or their inability to perform in accordance with the terms of our contracts or to retain sufficient qualified personnel, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow. The risks described in this Annual Report on Form 10-KIf we were to lose the services of any of our key third-party providers, we would be required to hire and train sufficient personnel to perform these services or to find an alternative service provider. In some cases, it would be impractical for us to perform these functions, including the year ended December 31, 2014, are not necessarilyprinting of our directories. In the only risks facing our Company. Additional risks and uncertainties not currently knownevent we were required to us or thoseperform any of the services that we currently deemoutsource, it is unlikely that we would be able to perform them without incurring additional
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costs. A failure on the part of any of our third-party service providers could result in a material adverse effect on our business, financial condition and results of operations.

If we, or our third-party providers, do not keep pace with rapid technological changes and evolving industry standards, we may not be able to remain competitive, and the demand for our services may decline.

The markets in which we operate, particularly in our SaaS segment, are characterized by the following factors:

•changes due to rapid technological advances;
•additional qualification requirements related to technological challenges; and
•evolving industry standards and changes in the regulatory and legislative environment.

Our future success will depend upon our ability to anticipate and to adapt to changes in technology and industry standards and to effectively develop, introduce, market and gain broad acceptance of new product and service enhancements incorporating the latest technological advancements. Furthermore, we depend on our third-party providers to also keep pace with rapid technological changes and evolving industry standards. If our third-party providers are unable to adapt to technological changes, this could also have a material adverse effect on our ability to retain or increase our client subscription base or cause us to incur additional operational costs involved with switching third-party providers.

If our competitors’ products, services, or technologies become more accepted than our Thryv platform and add-ons, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, it could have a material adverse effect on our business, financial condition and results of operations. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their product offerings or resources. In addition, some of our competitors may offer their products and services at a lower price. If we are unable to achieve our target pricing levels or if we experience significant pricing pressures, it could have a material adverse effect on our business, financial condition and results of operations.

If we do not maintain the compatibility of our Thryv platform with third-party applications that our clients use in their businesses, our revenue will decline.

A percentage of our clients choose to integrate our platform with certain capabilities provided by third-party software platforms created by our third-party providers and application providers using application programming interfaces (“APIs”), either as publicly available no-fee licenses or through fee-based partnership arrangements. The functionality and popularity of our Thryv platform depends, in part, on our ability to integrate our platform with third-party applications and platforms, including but not limited to CRM, CMS, omnichannel email and text marketing automation, accounting, e-commerce, call center, analytics and social media sites that our clients use and from which they obtain data. Third-party providers of applications and APIs may change the features of their applications and platforms, restrict our access to their applications and platforms, terminate or elect not to renew our partnership agreements or otherwise alter the terms governing use of their applications and APIs and access to those applications and platforms in an adverse manner. Such changes could functionally limit or terminate our ability to use these third-party applications and platforms in conjunction with our platform, which could adversely impact our offerings and harm our business. If we fail to integrate our Thryv platform with new third-party applications and platforms that our clients use for marketing, sales or services purposes, we may not be able to offer the functionality that our clients need, which would adversely impact our ability to generate revenue and harm our business.

We rely on data provided by third parties, the loss of which could limit the functionality of our platform and disrupt our business.

The success of our services depends on our ability to deliver data to both consumers and our clients, such as website searches, client leads and social media updates. Certain of this data is provided by unaffiliated third parties, such as business data aggregators (e.g. doctor, hotel or other data aggregators) and vertical industry organizations, to supplement our own business listings for our search sites. Data we provide our clients about their presence on other internet sites and social media is also provided by third parties. Some of this data is provided to us pursuant to third-party data-sharing policies and terms of use, under data-sharing agreements by third-party providers or by client consent. In the future, any of these third parties could change its data-sharing policies, including making them more restrictive, or alter its algorithms that determine the placement, display and accessibility of search results and social media updates, any of which could result in the loss of, or significant impairment to, our ability to collect and provide useful data to our clients. These third parties could also interpret our or our third-party service providers’ data collection policies or practices as being inconsistent with their policies, which could result in the loss of our ability to collect this data for our clients. Any such changes could impair our ability to deliver data to our
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clients and could adversely impact select functionality of our platform, impairing the return on investment that our clients derive from using our solution, as well as adversely affecting our business and our ability to generate revenue.

Risks Related to the Economy, Disasters, COVID-19 Pandemic and Other External Factors

Adverse economic conditions may have a material adverse effect on our business, financial condition and results of operations.

Our business depends on the overall demand for marketing solutions, especially business management software by SMBs, and on the economic health of our current and prospective clients. Past financial recessions have resulted in a significant weakening of the economy in North America and globally, a reduction in employment levels, a reduction in prevailing interest rates, more limited availability of credit, a reduction in business confidence and activity and other difficulties. Such difficulties have affected, and any current or future adverse economic conditions may continue to affect, one or more of the industries to which we sell our offerings. In addition, there has been pressure to reduce government spending in the United States, and any tax increases and spending cuts at the federal level might reduce demand for our offerings from organizations that receive funding from the U.S. government and could negatively affect the U.S. economy, which could further reduce demand for our offerings.

Any of these events could have a material adverse effect on our business, financial condition and results of operations, and spending levels for our offerings may not increase following any recovery.

Public health epidemics or outbreaks may reduce or delay spending on day-to-day purchases, which could result in a reduction in the level of business conducted by our clients. As a result, our clients may reduce their spending on marketing services and business operations, which could have a material adverse effect on our business, financial condition and results of operations.

Public health epidemics or outbreaks could adversely impact our business. In December 2019, COVID-19 emerged in Wuhan, Hubei Province, China and has since spread, causing significant disruption to the global economy. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Despite quarantining and adjustments of work schemes, our employees or staff have been, and may continue to be immaterialaffected by the coronavirus epidemic, and we may materiallyexperience significant future disruptions to our business operations, which may adversely affect our service quality and thereby our business reputation. Certain states may also ban the solicitation for new clients during a public health epidemic, which could result in our inability to acquire new clients. In addition, the continued spread and increasing impact of the coronavirus in the United States and Australia could adversely impact demand for our clients’ services or the level of business conducted by our clients. Such conditions could affect the rate of spending on our solutions and could adversely affect our clients’ ability or willingness to purchase our solutions; the timing of our current or prospective clients’ purchasing decisions; pressure for pricing discounts or extended payment terms; reductions in the amount or duration of clients’ subscription contracts; or increase client churn, all of which could adversely affect our future sales, operating results and overall financial performance. If the pandemic has a continued and substantial impact on the ability of our clients to purchase our solutions, our results of operations and overall financial performance may be harmed.

In response to the pandemic, we implemented a work from home policy, with the majority of our employees conducting their work outside of our physical offices. We currently intend to continue our work from home policy indefinitely, and we have taken steps to enable the majority of our employees to work from home permanently. All employees were provided or already possessed a company laptop and access to all necessary systems to perform their essential job functions. It is more difficult for us to manage and monitor our employees in remote settings, and we have and may continue to expend more management time and incur more costs to do so. Employees working from home may also face additional distractions that negatively affect their performance. If our employees are not able to effectively work remotely on a permanent basis, this may negatively impact our business, financial condition and results of operations. Our long-term work from home policy could also increase our cyber-security risk, create data accessibility concerns and make us more susceptible to communication disruptions, any of which could adversely impact our business operations.

At this point, the extent to which the pandemic may impact our financial condition or results of operations, including our long-range plan, is uncertain. Even after the COVID-19 pandemic has subsided, we may experience significant impacts to our business as a result of the economic impact of the COVID-19 pandemic, including any economic downturn or recession or other long-term effects that have occurred or may occur in the future.

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Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

While we and our third-party providers host our Thryv platform and serve most of our digital clients on cloud services, should we experience a local or regional disaster or other business continuity problem, such as an earthquake,hurricane, flood, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure orother natural or man-made disaster, our ability to continue to operate will depend, in part, on the availability of ourpersonnel, our office facilities and the proper functioning of our computer, telecommunication and other relatedsystems and operations. In such an event, we could experience operational challenges with regard to particular areas ofour operations, such as key executive officers or personnel that could have a material adverse effect on our business.

We regularly assess and take steps to improve our existing business continuity plans and key managementsuccession. However, a disaster on a significant scale or affecting certain of our key operating areas within or acrossregions, or our inability to successfully recover should we experience a disaster or other business continuity problem,could materially interrupt our business operations and result in material financial loss, loss of human capital, regulatoryactions, reputational harm, damaged client relationships or legal liability.

Risks Related to Human Capital

We depend on our senior management team, and the loss of one or more key employees or an inability to attract and to retain highly skilled employees could have a material adverse effect on our business, financial condition and results of operations.

Our success depends largely upon the continued services of our key executive officers. Specifically, we believe that the continued employment of our CEO and Chairman, Joseph A. Walsh, will play an important part in our success. We also rely on our leadership team in the areas of marketing, sales, services and general and administrative functions and on mission-critical individual contributors in all such areas. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. We do not have employment agreements with most of our executive officers or other key personnel that require them to continue to work for us for any specified period, and, therefore, they could terminate their employment with us at any time. Additionally, we do not maintain key man insurance on any of our executive officers or key employees. The loss of one or more of our executive officers or key employees could have a material adverse effect on our business, financial condition and results of operations. Turnover among our outside and inside sales force or key management could adversely affect our business and the loss of a significant number of experienced key personnel could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.


Risks RelatedOur success also depends on our ability to identify, hire, train and retain qualified sales personnel. To execute our growth plan, we must attract and retain highly qualified personnel. Competition for personnel is intense, including without limitation for individuals with high levels of experience in designing and developing software and internet-related services and senior sales executives. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees have or that we have breached their legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If the perceived value of our stock awards declines, it may adversely affect our ability to recruit and to retain highly skilled employees. If we fail to attract new personnel or fail to retain and to motivate our current personnel, it could have a material adverse effect on our business, financial condition and results of operations.

A portion of our employees are represented by unions. Our Businessbusiness could be adversely affected by future labor negotiations and our Financial Conditionability to maintain good relations with our unionized employees.

As of December 31, 2022, 294 employees, or 10% of our employees and Capital Structure26% of our sales force, were represented by unions. In addition, the employees of some of our key suppliers are represented by unions. Work stoppages or slowdowns involving our union-represented employees, or those of our suppliers, could significantly disrupt our operations and increase operating costs, which would have a material adverse effect on our business.


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The inability to negotiate acceptable terms with the unions could also result in increased operating costs from higher wages or benefits paid to union employees or replacement workers. A greater percentage of our work force could also become represented by unions. If a union decides to strike and others choose to honor its picket line, it could have a material adverse effect on our business.

Legal, Tax, Regulatory and Compliance Risks

Our solutions and our business are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security. Any failure by us or our third-party service providers, as well as the failure of our platform or services, to comply with applicable laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

We and our clients are subject to a variety of U.S. and international laws and regulations, including regulation by various federal government agencies, including the U.S. Federal Communication Commission (“FCC”) (telemarketing and text marketing), the U.S. Federal Trade Commission (“FTC”) (advertising laws, Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act compliance), U.S. Department of Health and Human Services (Health Insurance Portability and Accountability Act of 1996 (as amended and together with its implementing regulations, “HIPAA”) compliance, and state and local agencies. The Telephone Consumer Protection Act governs our ability to offer text marketing services to our clients and recorded calls. Increasingly, though inconsistently, both state and federal courts are finding obligations on businesses –even small ones– to make their websites and any videos posted online fully accessible to those with disabilities under both the ADA and various states’ laws, which impacts our website and video offerings. The United States and various state and foreign governments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personally identifiable information (“PII”) of individuals; and the FTC and many state attorneys general are applying federal and state consumer protection laws to impose standards on the online collection, use and dissemination of data. Self-regulatory obligations, other industry standards, policies and other legal obligations may apply to our collection, distribution, use, security, or storage of PII or other data relating to individuals. In addition, most states and some foreign governments have enacted laws requiring companies to notify individuals of data security breaches involving certain types of PII. These obligations may be interpreted and applied in an inconsistent manner from one jurisdiction to another and may conflict with one another, other regulatory requirements, or our internal practices.

We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States, Canada, the European Union (the “E.U”) and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. For example, in May 2018, the General Data Protection Regulation came into effect, which brought with it a complete overhaul of E.U. data protection laws: the new rules superseded then-current E.U. data protection legislation, imposed more stringent E.U. data protection requirements and provided for greater penalties for non-compliance. In addition, the California Consumer Protection Act of 2018 (“CCPA”) became effective January 1, 2020, with implications for consumer privacy in the U.S. that reach beyond California. HIPAA, as amended by Health Information Technology for Economic and Clinical Health Act, affects our ability to provide our solutions to medical and healthcare businesses that are Covered Entities or Business Associates under those laws. New York’s SHIELD Act may impact our ability to offer our services to financial businesses due to its compliance requirements for data collection and security. Changing definitions of what constitutes PII may also limit or inhibit our ability to operate or to expand our business, including limiting strategic partnerships that may involve the sharing of data, especially in the context of the digital advertising ecosystem. Also, some jurisdictions require that certain types of data be retained on localized servers within these jurisdictions, which could impact our ability to make solutions that impact all our clients’ needs.

Evolving and changing definitions of what constitutes PII within the United States, Canada, Australia, the European Union and elsewhere, especially relating to the classification of internet protocol, or IP addresses, machine or device identification numbers, location data and other information, as well as the use of PII for machine learning process or algorithm movement may limit or inhibit our ability to operate or to expand our business. Future laws, regulations, standards and other obligations could impair our ability to collect or to use information that we utilize to provide email delivery and marketing services to our clients, thereby impairing our ability to maintain and to grow our client base and to increase revenue. Future restrictions on the collection, use, sharing, or disclosure of our clients’ data or additional requirements for express or implied consent of clients for the use and disclosure of such information may limit our ability to develop new services and features.

Our failure to comply with applicable laws, directives and regulations may result in enforcement action against us, including fines and imprisonment, or actions against our clients who may not fully understand the impact of these laws on their businesses and damage to our reputation, any of which may have an adverse effect on our business and operating results.
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The costs of compliance with and other burdens imposed by, such laws and regulations that are applicable to us or to the businesses of our clients, may limit the use and adoption of our Thryv platform and add-ons and reduce overall demand, or lead to significant fines, penalties, or liabilities for any non-compliance with such privacy laws. Furthermore, privacy concerns may cause our clients’ workers and our clients’ customers to resist providing PII necessary to allow our clients to use our Thryv platform and add-ons effectively. Furthermore, if the processing of PII were to be curtailed in this manner, our solutions would be less effective, which may reduce demand for our Thryv platform and add-ons, which could have a material adverse effect on our business, financial condition and results of operations.

Even the perception of privacy concerns, whether or not valid, may inhibit market adoption of our Thryv platform and add-ons in certain industries. Any failure or perceived failure by us to comply with U.S., Australia, E.U., or other foreign privacy or security laws, regulations, policies, industry standards, or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, release, or transfer of, PII may result in governmental enforcement actions, litigation, fines and penalties, or adverse publicity and could cause our clients to lose trust in us, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations. If our service is perceived to cause, or is otherwise unfavorably associated with, violations of privacy or data security requirements, it may subject us or our clients to public criticism and potential legal liability. Public concerns regarding PII processing, privacy and security may cause some of our clients’ end-users to be less likely to visit their websites or otherwise interact with them. If enough end-users choose not to interact with our clients, our clients could stop using our platform. This, in turn, may reduce the value of our services and slow or eliminate the growth of our business. Existing and potential privacy laws and regulations concerning privacy and data security and increasing sensitivity of consumers to unauthorized processing of PII may create negative public reactions to technologies, products and services, such as ours.

Further, the Biden administration may enact comprehensive tax reform or other regulatory changes, which may have an adverse impact to our effective tax rate or other aspects of our business.

Industry-specific regulation and other requirements and standards are evolving and unfavorable industry-specific laws, regulations, interpretive positions or standards could harm our business.

We maintain clients in a variety of industries, including healthcare, financial services, the public sector and telecommunications. Regulators in certain industries have adopted, and may in the future adopt, regulations or interpretive positions regarding the use of cloud computing and other outsourced services. The costs of compliance with, and other burdens imposed by, industry-specific laws, regulations and interpretive positions may limit our clients’ use and adoption of our services and reduce overall demand for our services. Compliance with these regulations may also require us to devote greater resources to support certain clients, which may increase costs and lengthen sales cycles. For example, some financial services regulators have imposed guidelines for use of cloud computing services that mandate specific controls or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions. If we are unable to comply with these guidelines or controls, or if our clients are unable to obtain regulatory approval to use our services where required, our business may be harmed. In addition, an inability to satisfy the standards of certain voluntary third-party certification bodies that our clients may expect, such as an attestation of compliance with the New York SHIELD Law, CCPA, Payment Card Industry (“PCI”) Data Security Standards, may have an adverse impact on our business and results. Furthermore, we and our clients in the healthcare industry are regulated by HIPAA, which establishes privacy and security standards that limit the use and disclosure of protected health information (“PHI”) and requires the implementation of administrative, physical and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form, as well as breach notification procedures for breaches of PHI and penalties for violation of HIPAA’s requirements for entities subject to its regulation. We work to maintain compliance with the relevant industry-specific certifications or other requirements or standards relevant to our clients, but if in the future we are unable to achieve or maintain such certifications, requirements or standards, it may harm our business and adversely affect our results.

Further, in some cases, industry-specific laws, regionally-specific, or product-specific laws, regulations, or interpretive positions may also apply directly to us as a service provider. The interpretation of many of these statutes, regulations and rulings is evolving in the courts and administrative agencies and an inability to comply may have an adverse impact on our business and results. Any failure or perceived failure by us to comply with such requirements could have an adverse impact on our business. For example, there are various statutes, regulations and rulings relevant to the direct email marketing and text-messaging industries, including the CAN-SPAM Act, Telephone Consumer Protection Act (“TCPA”) and related FCC orders. The TCPA and FCC rulings impose significant restrictions on the ability to utilize telephone calls and text messages to mobile telephone numbers as a means of communication, when the prior express consent of the person being contacted has not been obtained or proof of such consent not properly maintained. We may in the future be subject to one or more lawsuits, containing allegations that one of our platforms or clients using our platform violated industry-specific regulations and any
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determination that we or our clients violated such regulations could expose us to significant damage awards that could, individually or in the aggregate, materially adversely affect our business.

Clients may depend on our solutions to enable them to comply with applicable laws, or may not fully comprehend the applicable laws’ impact on them when using our solutions, which requires us and our third-party providers to constantly monitor applicable laws and to make applicable changes to our solutions. If our solutions have not been updated to enable the client to comply with applicable laws or we fail to update our solutions on a timely basis, it could have a material adverse effect on our business, financial condition and results of operations.

Clients may rely on our solutions to enable them to comply with applicable laws in areas in which the solutions are intended for use. Changes in laws and regulations could require us to make significant modifications to our products or to delay or to cease sales of certain products, which could result in reduced revenues or revenue growth and our incurring substantial expenses and write-offs. Although we believe that our solutions provide us with flexibility to release updates in response to these changes, we cannot be certain that we will be able to make the necessary changes to our solutions and release updates on a timely basis, or at all. In addition, we are reliant on our third-party service providers to modify the solutions that they provide to our clients through our platform to comply with changes to such laws and regulations. The number of laws and regulations that we are required to monitor will increase as we expand the geographic region in which our solutions are offered. When a law changes, we must then test our solutions to meet the requirements necessary to enable our clients to comply with the new law or assist them in not violating the law through typical usage. If our solutions fail to enable a client to comply with applicable laws, or expose a client to legal action via typical usage of our solutions, we could be subject to negative client experiences, harm to our reputation or loss of clients, claims for any fines, penalties or other damages suffered by our client and other financial harm. Additionally, the costs associated with such monitoring implementation of changes are significant. If our solutions do not enable our clients to comply with applicable laws and regulations, or prevent them from exposing themselves to liability through typical usage, it could have a material adverse effect on our business, financial condition and results of operations.

Additionally, if we fail to make any changes to our solutions as described herein, which are required as a result of such changes to, or enactment of, any applicable laws in a timely fashion, we could be responsible for fines and penalties implemented by governmental and regulatory bodies. Our payment of fines, penalties, interest, or other damages as a result of our failure to provide compliance services prior to deadlines may have a material adverse effect on our business, financial condition and results of operations.

An information security breach of our systems or our data centers operated by third-party providers, the loss of, or unauthorized access to, client information, or a system disruption could have a material adverse effect on our business, market brand, financial condition and results of operations.

Our business is dependent on our data processing systems and our data centers operated by third-party providers. We rely on these systems to process, on a daily and time sensitive basis, a large number of complicated transactions. We electronically receive, process, store and transmit data and PII about our clients and our employees, as well as our vendors and other business partners, including names, social security numbers, credit card numbers and financial account numbers. We keep this information confidential. However, our websites, networks, applications and technologies and other information systems have in the past, and will continue to be targeted for sabotage, disruption, or data misappropriation. The uninterrupted operation of our information systems and our ability to maintain the confidentiality of PII and other client and individual information that resides on our systems are critical to the successful operation of our business. While we have information security and business continuity programs, these plans may not be sufficient to ensure the uninterrupted operation of our systems or to prevent unauthorized access to the systems by unauthorized third parties. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. These concerns about information security increase with the mounting sophistication of social engineering. Our network security hardening may be bypassed by phishing and other social engineering techniques that seek to use end-user behaviors to distribute computer viruses and malware into our systems, which might disrupt our delivery of services and make them unavailable and might also result in the disclosure or misappropriation of PII or other confidential or sensitive information. In addition, a significant cyber-security breach could prevent or delay our ability to process payment transactions.

Any information security breach in our business processes or of our processing systems has the potential to impact our client information and our financial reporting capabilities, which could result in the potential loss of business and our ability to accurately report financial results. If any of these systems fail to operate properly or become disabled even for a brief period of time, we could potentially miss a critical filing period, resulting in potential fees and penalties, or lose control of client data, all of which could result in financial loss, a disruption of our businesses, liability to clients, regulatory
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intervention, or damage to our reputation. The continued occurrence of high-profile data breaches provides evidence of an external environment increasingly hostile to information security. If our security measures are breached as a result of third-party action, employee or subcontractor error, malfeasance or otherwise, and, as a result, someone obtains unauthorized access to client data, our reputation may be damaged, our business may suffer, and we could incur significant liability. We may also experience security breaches that may remain undetected for an extended period of time. Techniques used to obtain unauthorized access or to sabotage systems change frequently and are growing increasingly sophisticated. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures.

This environment demands that we continuously improve our design and coordination of security controls throughout the Company. Our Board of Directors (the “Board”), in coordination with the audit committee thereof, has primary responsibility for overseeing cyber-security risk management and the effectiveness of security controls. The audit committee of the Board receives quarterly reports identifying major risk area exposures, such as cyber-security. In the event that the audit committee identifies significant risk exposures, including with respect to cyber-security, it will present such exposure to the Board to assess our risk identification, risk management and mitigation strategies. Despite these efforts, it is possible that our security controls over data, training and other practices we follow may not prevent the improper disclosure of PII or other confidential information. Any issue of data privacy as it relates to unauthorized access to or loss of client and/or employee information could result in the potential loss of business, damage to our market reputation, litigation and regulatory investigation and penalties.

There may be other such security vulnerabilities that come to our attention. Our continued investment in the security of our technology systems, continued efforts to improve the controls within our technology systems, business processes improvements and the enhancements to our culture of information security may not successfully prevent attempts to breach our security or unauthorized access to PII or other confidential, sensitive or proprietary information. In addition, in the event of a catastrophic occurrence, either natural or man-made, our ability to protect our infrastructure, including PII and other client data and to maintain ongoing operations could be significantly impaired. Our business continuity and disaster recovery plans and strategies may not be successful in mitigating the effects of a catastrophic occurrence. Insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our insurance policies may not cover all claims made against us and defending a suit, regardless of its merit, could be costly and divert management’s attention. If our security is breached, if PII or other confidential information is accessed, or if we experience a catastrophic occurrence, it could have a material adverse effect on our business, financial condition and results of operations.

Our services present the potential for identity theft, embezzlement, or other similar illegal behavior by our employees and contractors with respect to third parties, which could damage our reputation, lead to legal liabilities and have a material adverse effect on our business, financial condition and results of operations.

The services offered by us generally require or involve collecting PII of our clients and / or their employees, such as their full names, birth dates, addresses, employer records, tax information, social security numbers, credit card numbers and bank account information. This information can be used by criminals to commit identity theft, to impersonate third parties, or to otherwise gain access to the data or funds of an individual. If any of our employees or contractors take, convert, or misuse such PII, funds or other documents or data, we could be liable for damages, and our business reputation could be damaged or destroyed. Moreover, if we fail to adequately prevent third parties from accessing PII and/or business information and using that information to commit identity theft, we might face legal liabilities and other losses that could have a material adverse effect on our business, financial condition and results of operations.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Various trademarks and other intellectual property rights are key to our business. We rely upon a combination of patent, trademark, copyright and trade secret laws as well as contractual arrangements, including confidentiality or license agreements, to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be ineffective or inadequate. We may be required to bring lawsuits against third parties to protect our intellectual property rights. Similarly, we may be party to proceedings by third parties challenging our rights. Lawsuits brought by us may not be successful, or we may be found to infringe the intellectual property rights of others. As the commercial use of the internet further expands, it may be more difficult.

In order to protect our trade names, including Thryv®, Thryv Leads®, Thryv CompleteSM, Thryv Your Business Smarter®, The Real Yellow Pages®, Yellowpages.com®, Dexknows.com® and Superpages.com®, from domain name infringement or to prevent others from using internet domain names that associate their businesses with ours, Thryv seeks formal registrations from the USPTO, participates in a tracking service for all Thryv domestic and internal trademarks and
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works with specialized outside counsel. In the past, we have received claims of material infringement of intellectual property rights. For example, we have had to defend against copyright violation claims on licensed images included in our print and internet directories and websites and patent infringement claims on various technologies and functionalities included in our digital products, services, and internet sites. Related lawsuits, regardless of the outcome, could result in substantial costs and diversion of resources and could have a material adverse effect on our business. In response to the loss of important trademarks or other intellectual property rights, we may be required to spend significant resources to monitor and to protect these rights. Litigation brought to protect and to enforce our intellectual property rights could be costly, time-consuming and distracting to management, with no guarantee of success and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. We also maintain a moderate patent portfolio and work with specialized patent counsel to protect our technology rights. Our failure to secure, protect and enforce our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Some of our solutions utilize open source software and any failure to comply with the terms of one or more of these open source licenses could have a material adverse effect on our business, financial condition and results of operations.

Some of our solutions, such as Thryv Leads, and client consumer-facing websites and mobile applications, as well as our internal business solutions include software covered by open source licenses, such as GPL-type licenses. Although we provide what we deem to be compliant notices and attributions for the use of any open source code, the terms of various open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our solutions or consumer-facing sites and applications. Our internal development policies and vendor contracts typically prohibit the use of open source licensed code that requires the release of the source code of our proprietary software, but any errors in application of our policies or standard contract language could potentially make our proprietary software available under open source licenses if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open source license of a particular type, we could be required to publicly release the affected portions of our source code, to re-engineer all or a portion of our technologies, or otherwise to be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated and could have a material adverse effect on our business, financial condition and results of operations.

Litigation and regulatory investigations aimed at us or resulting from our actions or the actions of our predecessors may result in significant financial losses and harm to our reputation.

We face risk of litigation, regulatory investigations and similar actions in the ordinary course of our business, including the risk of lawsuits and other legal actions relating to breaches of contractual obligations or tortious claims from clients or other third parties, fines, penalties, interest, or other damages as a result of erroneous transactions, breach of data privacy laws, or lawsuits and legal actions related to us or our predecessors. Any such action may include claims for substantial or unspecified compensatory damages, as well as civil, regulatory, or criminal proceedings against our directors, officers, or employees, and the probability and amount of liability, if any, may remain unknown for significant periods of time. We may be also subject to various regulatory inquiries, such as information requests and book and records examinations, from regulators and other authorities in the geographical markets in which we operate. A substantial liability arising from a lawsuit judgment or settlement or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers, or employees could have a material adverse effect on our business, financial condition and results or operations. Moreover, even if we ultimately prevail in or settle any litigation, regulatory action, or investigation, we could suffer significant harm to our reputation, which could materially affect our ability to attract new clients, to retain current clients and to recruit and to retain employees, which could have a material adverse effect on our business, financial condition and results of operations.

Various lawsuits and other claims typical for a business of our size and nature are pending against us, including disputes with taxing jurisdictions. See Part II - Item 8. Note 15, Contingent Liabilities for further detail.

We are also exposed to potential future claims and litigation relating to our business, as well as methods of collection, processing and use of personal data. Our clients and users of client data collected and processed by us could also file claims against us if our data were found to be inaccurate, or if personal data stored by us were improperly accessed and disseminated
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by unauthorized persons. These potential future claims could have a material adverse effect on our consolidated statements of operations and comprehensive income, consolidated balance sheets or consolidated statements of cash flows.

We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our success depends upon our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, including parties commonly referred to as “patent trolls,” may own or claim to own intellectual property relating to our industry. From time to time, third parties may claim that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. In the future, others may claim that our Thryv platform and underlying technology infringe or violate their intellectual property rights. However, we may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Our history of mergers and acquisitions may cause the appropriate licensing of IP rights of third parties on which we rely to be difficult to trace and prove over time. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial indebtednessdamages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations. Any such events could have a material adverse effect on our business, financial condition and results of operations.

Laws and regulations directed at limiting or restricting the distribution of our print directories or shifting the costs and responsibilities of waste management related to our print directories could adversely affect our business.

A number of states and municipalities are considering, and a limited number of municipalities have enacted, legislation or regulations that would limit or restrict our ability to distribute our print directories in the markets we serve. The most restrictive laws or regulations would prohibit us from distributing our print directories unless residents affirmatively “opt in” to receive our print directories. Other less restrictive laws or regulations would require us to allow residents to “opt out” of receiving our print directories. In addition, some states and municipalities are considering legislation or regulations that would shift the costs and responsibilities of waste management for discarded directories from municipalities to the producers of the directories. These laws and regulations will likely, if and where adopted, increase our costs, reduce the number of directories that we distribute and negatively impact our ability to market our advertising to new and existing clients. If these or similar laws and regulations are widely adopted, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.


Our failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, financial condition and results of operations.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) to provide a report by management on, among other things, the effectiveness of our internal control over financial reporting. In particular, Section 404 requires us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. Our compliance with applicable provisions of Section 404 requires that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement additional corporate governance practices and comply with reporting requirements. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We have in the past identified material weaknesses in our internal control over financial reporting, which we were required to report and remediate. If we are unable to maintain adequate internal control over financial reporting, or if in the future we identify material weaknesses, we may be unable to report our financial information accurately on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules, may breach the covenants under our credit facilities and incur additional costs. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements, which could cause the price of our common stock to decline and have a material adverse effect on our business, financial condition and results of operations.

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If we are required to collect sales and use taxes in additional jurisdictions, we might be subject to liability for past sales, and our future sales may decrease. Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our clients, which could increase the costs of our services and otherwise have a material adverse effect on our business, financial condition and results of operations.

The application of federal, state and local tax laws to services provided electronically is evolving. New income, sales, use, or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time (possibly with retroactive effect) and could be applied solely or disproportionately to services provided over the internet. These enactments could adversely affect our sales activity due to the inherent cost increase the taxes would represent and ultimately have a material adverse effect on our results of operations and cash flows.

In addition, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to us (possibly with retroactive effect), which could require us or our clients to pay additional tax amounts, as well as require us or our clients to pay fines or penalties and interest for past amounts.

For example, we might lose sales or incur significant expenses if states successfully impose broader guidelines on state sales and use taxes. A successful assertion by one or more states requiring us to collect sales or other taxes on the licensing of our software or provision of our services could result in substantial tax liabilities for past transactions and otherwise harm our business. Each state has different rules and regulations governing sales and use taxes, and these rules and regulations are subject to varying interpretations that change over time. We review these rules and regulations periodically and, when we believe we are subject to sales and use taxes in a particular state, we may voluntarily engage state tax authorities in order to determine how to comply with that state’s rules and regulations. There is no guarantee that we will not be subject to sales and use taxes or related penalties for past sales in states where we currently believe no such taxes are required.

Vendors of services, like us, are typically held responsible by taxing authorities for the collection and payment of any applicable sales and similar taxes. If one or more taxing authorities determines that taxes should have, but have not, been paid with respect to our services, we might be liable for past taxes in addition to taxes going forward. Liability for past taxes might also include substantial interest and penalty charges. Our clients are typically wholly responsible for applicable sales and similar taxes. Nevertheless, clients might be reluctant to pay back taxes and might refuse responsibility for interest or penalties associated with those taxes. If we are required to collect and to pay back taxes and the associated interest and penalties, and if our clients fail or refuse to reimburse us for all or a portion of these amounts, we will incur unplanned expenses that may be substantial. Moreover, imposition of such taxes on us going forward will effectively increase the cost of our services to our clients and might adversely affect our ability to retain existing clients or to gain new clients in the areas in which such taxes are imposed.

We may not be able to utilize a significant portion of our net operating loss carryforwards, which could have a material adverse effect on our financial condition and results of operations.

As of December 31, 2022, we had state net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2023. Utilization of these net operating losses depends on many factors, including our future income, which cannot be assured. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could have a material adverse effect on our financial condition and results of operations.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), our ability to utilize net operating loss carryforwards or other tax attributes in any taxable year may be limited if we experience an “ownership change.” A Section 382 “ownership change” generally occurs if one or more stockholders or groups of stockholders who own at least 5% of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws. Future issuances of our stock could cause an “ownership change.” It is possible that an ownership change could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could have a material adverse effect on our results of operations and profitability.

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Operational Risks

Cost reduction efforts may be time-consuming and the associated savings may not be realized.

We have historically undertaken cost reduction programs, and we continue to evaluate our operations and may initiate further rationalization, depending on market conditions. The key components of our cost reduction program include reducing staff, restructuring our contracts and realizing savings in procurement and logistics. These cost reduction programs could result in our inability to continue to maintain a highly variable cost structure. The full benefits of these programs may be difficult to realize and any short term synergies and savings realized may not be sustainable in the long term. Losses of key personnel could adversely affect our business, financial condition and results of operations.

We may provide service level commitments under our client contracts. If we fail to meet these contractual commitments, we could be considered to have breached our contractual obligations, obligated to provide credits, refund prepaid amounts related to unused subscription services or face contract terminations, which could have a material adverse effect on our business, financial condition and results of operations.

Our client agreements for our Thryv hosted SaaS may include service level commitments which are measured on a monthly or other periodic basis. If we suffer extended periods of unavailability for our Thryv platform and add-ons, we may be contractually obligated to provide these clients with service credits or refunds for prepaid amounts related to unused subscription services, or we could face contract claims for damages or terminations, which could have a material adverse effect on our business, financial condition and results of operations. In addition, our revenues could be significantly affected if we suffer unscheduled downtime that exceeds the disclosed downtimes under our agreements with our clients. Any extended service outages could have a material adverse effect on our business, financial condition and results of operations.

Any failure to offer high-quality or technical support services may adversely affect our relationships with our clients and could have a material adverse effect on our business, financial condition and results of operations.

We support our clients through the availability of business advisors prior to and following the onboarding of clients onto our Thryv platform. Once our solutions are deployed, our digital services clients depend on our support organization to resolve technical issues relating to our platform. We may be unable to respond quickly enough to accommodate short-term increases in client demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased client demand for these services, without corresponding revenues, could increase costs and have an adverse effect on our results of operations. In addition, our sales process is highly dependent on our business reputation and on positive recommendations from our existing clients. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation and our ability to sell our Thryv platform and add-ons to existing and prospective clients, which could have a material adverse effect on our business, financial condition and results of operations.

Aging software and hardware infrastructure may lead to increased costs and disruptions in operations that could adversely impact our financial results.

We have risks associated with aging software and hardware infrastructure assets. The age of certain of our assets may result in a need for replacement and higher level of maintenance costs. A higher level of expenses associated with our aging software and hardware infrastructure may have a material adverse effect on our business, financial condition and results of operations.

If we or our third-party service providers fail to manage our technical operations infrastructure, our existing clients may experience service outages in our Thryv platform and add-ons, and our new clients may experience delays in the deployment of our Thryv platform and add-ons, which could have a material adverse effect on our business, financial condition and results of operations.

We have experienced significant growth in the number of users, transactions and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our clients. We also seek to maintain excess capacity to facilitate the rapid provision of new client activations and the expansion of existing client activations. In addition, we need to properly manage our technological operations infrastructure in order to support version control, changes in hardware and software parameters and the evolution of our Thryv platform and add-ons. However, the provision of new hosting infrastructure requires significant lead time. We have experienced and may in the future experience, website disruptions, outages and other performance problems. These problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, increased resource
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consumption from expansion or modification to our code, spikes in client usage and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If we do not accurately predict our infrastructure requirements, our existing clients may experience service outages that may subject them to financial penalties, causing us to incur financial liabilities and client losses, and our operations infrastructure may fail to keep pace with increased sales, causing new clients to experience delays as we seek to obtain additional capacity, which could have a material adverse effect on our business, financial condition and results of operations.

If our Thryv platform and add-ons fail to perform properly, our reputation could be adversely affected, our market share could decline, and we could be subject to liability claims, which could have a material adverse effect on our business, financial condition and results of operations.

Our solutions are inherently complex and may contain material defects or errors. Any defects in functionality or that cause interruptions in the availability of our Thryv platform and add-ons could result in:

•loss or delayed market acceptance and sales;
•breach of warranty or other contractual claims for damages incurred by clients;
•loss of clients;
•diversion of development and client service resources; and
•injury to our reputation;

The occurrence of any of these issues could have a material adverse effect on our business, financial condition and results of operations. In addition, the costs incurred in correcting any material defects or errors might be substantial.

Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption, or cause the information that we collect to be incomplete or contain inaccuracies that our clients regard as significant. Furthermore, the availability or performance of our Thryv platform and add-ons could be adversely affected by a number of factors, including clients’ inability to access the internet, the failure of our network or software systems, security breaches, or variability in user traffic for our services. We may be required to issue credits or refunds for prepaid amounts related to unused services or otherwise be liable to our clients for damages they may incur resulting from certain of these events. Because of the nature of our business, our reputation could be harmed as a result of factors beyond our control. For example, because our clients access our Thryv platform and add-ons through their internet service providers, if a service provider fails to provide sufficient capacity to support our platform and add-ons or otherwise experiences service outages, such failure could interrupt our clients’ access to or experience with our platform, which could adversely affect our reputation or our clients’ perception of our platform’s reliability or otherwise have a material adverse effect on our business, financial condition and results of operations.

Our insurance may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover all claims made against us, and defending a suit, regardless of its merit, could be costly and divert management’s attention.

Our results of operations may fluctuate significantly and may not fully reflect the underlying performance of our business.

Our results of operations may vary significantly in the future and period-to-period comparisons of our results of operations may not be meaningful. Accordingly, the results of any one quarter or annual period should not be relied upon as an indication of future performance. Our financial results may fluctuate as a result of a variety of factors, many of which are outside of our control and as a result, may not fully reflect the underlying performance of our business. Fluctuations in results may negatively impact the value of our common stock. Factors that may cause fluctuations in our financial results include, without limitation:
•our ability to attract new clients;
•our ability to manage our declining Marketing Services revenue;
•the timing of recognition of revenues;
•the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;
•network outages or security breaches;
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•general economic, industry and market conditions; including as a result of war, incidents of terrorism, civil unrest, or responses to these events;
•client renewals;
•increases or decreases in the number of elements of our services or pricing changes upon any renewals of client agreements;
•changes in our pricing policies or those of our competitors;
•seasonal variations in our client subscriptions;
•fluctuation in market interest rates, which impacts debt interest expense;
•any changes in the competitive dynamics of our industry, including consolidation among competitors, clients, or strategic partners; and
•the impact of new accounting rules.
Risks Related to Our Indebtedness

Thryv Holdings, Inc. is a holding company and relies on transfers of funds and other payments from its subsidiaries to meet its obligations.

Thryv Holdings, Inc. is a holding company that does not conduct any business operations of its own. As a result, we are largely dependent upon cash transfers in the form of intercompany loans and receivables from our subsidiaries to meet our obligations. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason also could limit or impair their ability to pay dividends or other distributions to us.

Our outstanding indebtedness could have a material adverse effect on our financial condition and our ability to operate our business, and we may not be able to generate sufficient cash flows to meet our debt service obligations.

We have a substantial amount of debt and significant debt service obligations. On March 1, 2021, we entered into a Term Loan credit agreement (the “Term Loan”) and entered into an agreement to amend (the “ABL Amendment”) the June 30, 2017 senior secured asset-based revolving line of credit agreement (the “ABL Facility” and, together with the Term Loan, the “Senior Credit Facilities”). The proceeds of the Term Loan were used to finance the Thryv Australia Acquisition, refinance in full our existing term loan facility (the “Senior Term Loan”), and pay fees and expenses related to the Thryv Australia Acquisition and related financing. The Term Loan established a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount equal to $700.0 million, of which $415.3 million remained outstanding as of December 31, 2022. The ABL Amendment was entered into in order to permit the term loan refinancing, the Thryv Australia Acquisition and make certain other changes to the ABL credit agreement, including, among others: increase the maximum revolver amount to $175.0 million; reduce the interest rate per annum to (i) 3-month LIBOR plus 3.00% for LIBOR loans and (ii) base rate plus 2.00% for base rate loans; and reduce the commitment fee on undrawn amounts under the ABL Facility to 0.375%.

The Term Loan, which was incurred by Thryv, Inc., our operating subsidiary, is secured by all the assets of Thryv, Inc., certain of its subsidiaries and us, and is guaranteed by us and certain of our subsidiaries. The Term Loan has a maturity date of March 31, 2026, and the ABL Facility has a maturity date on the earlier of March 31, 2026 or 91 days prior to the stated maturity date of the Term Loan. As of December 31, 2014,2022, we had total$415.3 million principal amount outstanding (net of debt with a face valueissuance costs of $2,599 million. $14.1 million) under our Term Loan, and $54.6 million amount outstanding and $91.9 million available borrowing capacity under our ABL Facility.

Our substantial level ofoutstanding indebtedness increases the risk thatand any additional indebtedness we incur may be unable to generate cash sufficient to make payments on our indebtedness. In addition, we may not be able to obtain financing or refinance our existing indebtedness on satisfactory terms or at all. Our substantial indebtedness could have other important consequences and significant effects on our business and prospects. For example, it could:for us, including, without limitation, that:


Increase•increase our vulnerability to adverse changes in general economic and industry conditions and competitive conditions;pressures;
Require•require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
Limit•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
Restrict•restrict us from pursuing business opportunities;opportunities as they arise or from successfully carrying out plans to expand our business;
Make•make it more difficult to satisfy our financial obligations, including payments on our indebtedness;
Place
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•place us at a disadvantage compared to our competitors that have less debt; and
Limit•limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.


AnyDespite our substantial indebtedness, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We may incur substantial additional indebtedness in the future. Although the agreements governing our Senior Credit Facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the foregoingindebtedness we can incur in compliance with these restrictions could have a material adverse effect onbe substantial. This could further exacerbate the risks associated with our business, financial condition, results of operations, prospects and ability to satisfysubstantial leverage.

Restrictive covenants in the agreements governing our outstanding debt obligations.

The senior secured credit facilities and senior subordinated notes of the CompanySenior Credit Facilities may restrict our future operations, including our ability to pursue our business strategies or respond to changes or to take certain actions.changes.


The senior secured credit facilities and senior subordinated notesagreements governing our Senior Credit Facilities contain a number of the Companyrestrictive covenants that impose significant operating and financial restrictions uponon us and may limit our ability and the ability ofto engage in acts that may be in our subsidiaries to,long-term best interests. These include covenants restricting, among other things:things, our (and our subsidiaries’) ability to:


Incur liens•incur additional indebtedness;
•create, incur, assume or other encumbrances;permit liens;
Make•consolidate, merge, liquidate, wind up or dissolve;
•make, purchase, hold or acquire investments, including acquisitions, loans and investments;advances;
Sell•pay dividends or make other distributions in respect of equity;
•make payments in respect of junior lien or subordinated debt;
•sell, transfer, lease, license or sublease or otherwise dispose of assets;
Incur additional indebtedness;
Pay dividends, make distributions and pay certain indebtedness;
Enter•enter into any sale and leaseback transactions;
•engage in transactions with affiliates;
•enter into any restrictive agreement;
•materially alter the business that we conduct;
•change our fiscal year for accounting and financial reporting purposes; and
Enter into swap transactions and•amend or otherwise change the terms of the documentation governing certain affiliate transactions.restricted debt.


In addition, our debt covenants require us to maintain specified financial ratios and satisfy other financial condition tests. The terms of any future indebtedness we may incur could include more restrictive covenants. There can be no assurance that we

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willWe may not be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from our senior secured creditors and/or amend the covenants.


Our failure to comply with the covenants or to maintain the required financial ratios contained in the agreements governing our indebtedness could result in an event of default under such indebtedness, which could have an adverse effect on our business, financial condition, results of operations and prospects. Additionally, our default under one agreement covering our indebtedness may trigger cross-defaults under other agreements covering our indebtedness. Upon the occurrence of an event of default or cross-default under any of the agreements governing our indebtedness, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies. In the event our lenders accelerate the maturity of our indebtedness, we would not have sufficient cash to repay that indebtedness, which would materially and adversely affect our business, financial condition, results of operations and prospects and could have a material adverse effect on our ability to continue to operate as a going concern. Furthermore, if we were unable to repay the amounts due and payable under the agreements governing our indebtedness, those lenders could proceed against the collateral granted to them to secure that indebtedness.


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We may be unable to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.


Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could have a material adverse effect on our business, financial condition, results of operations and prospects. Our ability to make payments on and to refinance our indebtedness and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.


If our business does not generate cash flow from operations in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to affect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, could have a material adverse effect on our business, financial condition, results of operations and prospects and could have a material adverse effect on our ability to continue to operate as a going concern.


We could recognize impairment charges for our intangible assets or goodwill.

At December 31, 2014,In the net carrying value of our goodwill was $315 million and intangible assets were $794 million.
For the year ended December 31, 2013, we recorded an impairment charge of $458 million consisting of a non-cash impairment charge of $74 million related to the write down of goodwill, and a non-cash impairment charge of $384 million related to the write down of intangible assets.

Significant negative industry or economic trends, disruptions to our business resulting in further declines in advertising sales and operating results, further declines in the value of the Company’s debt and equity securities, unexpected or planned changes in the use of assets, divestitures and market capitalization declines may result in future, impairments to goodwill and intangible assets, and we may be requireddependent upon our lenders for financing to assess the recoverability of goodwillexecute our business strategy and the useful lives ofto meet our intangible assets and other long-lived assets.

These factors, including changes to assumptions used in our impairment analysis as a result of these factors, could result in future impairment charges, and/or a reduction of remaining useful lives associated with our intangible assets and other long-lived assets resulting in an acceleration of amortization expense. Future impairment charges could significantly affect our results of operations in the periods recognized.

We have identified a material weakness in our internal control over financial reporting.liquidity needs. If our internal control over financial reporting is not effective, we may not be ablelenders are unable to accurately report our financial resultsfund borrowings under their credit commitments or file our periodic reports

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in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

We are subject to the requirements of the Sarbanes-Oxley Act of 2002, particularly Section 404, and the applicable SEC rules and regulations that require an annual report of our management on our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Effective internal control over financial reporting is necessary for us to provide reliable financial reports in a timely manner. In connection with the audit of our financial statements for the year ended December 31, 2014, we concluded that there was a material weakness in our internal control over financial reporting associated with ineffective general computing controls for certain information systems that are used for accounts receivable and revenue recognition. For further detail regarding these deficiencies and our remediation efforts to address the material weakness, see Item 9A. Controls and Procedures. These ineffective general computing controls were related to weak system access and change management controls. In addition, certain review controls were not performed at a sufficient level of precision to detect if these systems were producing complete and accurate information.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. However, management has concluded that this material weakness did not produce a material misstatement to our financial statements or related disclosures included in this annual report on Form 10-K.

Management will take action to remediate this material weakness in 2015 by designing and implementing effective general computing controls associated with system access and change management. In addition, management will design and implement effective review controls to ensure the completeness and accuracy of system generated information. However, we cannot assure you that these efforts will remediate our material weaknesses in a timely manner, or at all, or prevent restatements of our financial statements in the future. If we are unable to successfully remediate our material weakness or identify any future material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and our stock price may decline as a result.

If we fail to remediate our material weakness or fail to maintain adequate internal control over financial reporting, any new or recurring material weakness could impair our ability to prevent material misstatements in our financial statements, which could cause our business to suffer.

We may not realize the benefits that we expect from our business transformation program.

On December 11, 2014 the Company announced an organizational restructuring program designed to reorganize and refocus the Company. The successful implementation of the program presents significant organizational design and infrastructure challenges. In addition, the program may not advance our business strategy as expected. As a result, we may not be able to implement the program as planned, including realizing, in full or in part, the anticipated benefits from our program. Events and circumstances, such as financial or strategic difficulties, delays and unexpected costs may occur that could result in our not realizing all or any of the anticipated benefits. Any failure to implement the program in accordance with our expectationsborrow, it could have a material adverse effect on our business, financial condition and results of operations and prospects.operations.


Our business and financial condition would be adversely affected by a prolonged economic downturn and other external events.

Substantially all of our revenue is derived from the sale of advertising. Expenditures by advertising clients are sensitive to economic conditions and tend to decline in a recession or otherDuring periods of economic uncertainty. Any decline of this typevolatile credit markets, there is risk that lenders, even those with strong balance sheets and sound lending practices, could materially affectfail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to, extending credit up to the maximum amount permitted by the ABL Facility. If our lenders are unable to fund borrowings under their revolving credit commitments or we are unable to borrow, it could be difficult to obtain sufficient funding to execute our business prospects, financial condition, results of operations and cash flow.

Our business was subjectstrategy or to the impact of previous adverse economic conditions, including customer attrition, declines in overall advertising spending bymeet our customers, and the significant impact of the weak local business conditions on consumer spending in our client's markets. Our total operating revenue was negatively affected by the previous economic downturn. Future economic conditions or other events thatliquidity needs, which could impact purchasing patterns could have a material adverse effect on our business.

The continuing decline in the use of print yellow pages continues to adversely affect our business.

Overall references to print yellow page directories in the United States have declined from 14.5 billion in 2005 to 4.7 billion in 2013 according to a Local Search Association (formerly known as the Yellow Pages Association) Industry Usage Study issued

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in March 2014. This decline is primarily attributable to increased use of Internet search providers, as well as the proliferation of very large retail stores for which consumers and businesses may not reference the yellow pages. We expect the decline in usage will continue to negatively affect advertising sales associated with our traditional print business. A significant further decline in usage of our print directories could impair our ability to maintain or increase advertising prices and cause businesses to reduce or discontinue purchasing advertising in our yellow page directories. Either or both of these factors could adversely affect our revenue and have a material adverse effect on our business, financial condition and results of operations and prospects. These trends have resulted in print advertising sales declining in 2014, and we expect these trends to continue in 2015 and beyond.operations.


We face widespread competition from other print directory publishers and other traditional and new media. This competition may reduce our market share or materially adversely affect our financial performance.

The directory advertising industry in the United States is highly competitive. Some of the incumbent publishers with which we compete are or may become larger than we are and have or may obtain greater financial resources than we have. Although we may have limited market overlap with incumbent publishers, relative to the size of our overall footprint, we may not be able to compete effectively with these publishers for advertising sales in these limited markets. In addition, independent publishers may commit more resources to certain markets than we are able to commit, thus limiting our ability to compete effectively in these areas.

We also compete for advertising sales with other traditional media, including newspapers, magazines, radio, direct mail, telemarketing, billboards and television. Many of these competitors are larger than we are and have greater financial resources than we have. The market share of these competitors may increase and our market share may decrease.

We also compete for advertising sales with new media. The Internet continues to be increasingly accessible as a local media for businesses of all sizes. We face competition from search engines and portals, such as Google, Yahoo! and Bing, among others, some of which have entered into commercial agreements with us and other major directory publishers. Internet search engines and service providers including but not limited to Google, Yahoo!, Bing, Facebook and Twitter also have significantly greater technological and financial resources than we do, and their accumulated customer information allows them to offer targeted advertising on a scale greater than ours. Further, the use of the Internet, including the use of wireless devices, has resulted in new technologies and services that compete with traditional local media. Through DexKnows.com and Superpages.com, we compete with the Internet yellow page directories of other publishers, such as Yellowpages.com, as well as other Internet sites that provide classified directory information, such as Citysearch.com. We may not be able to compete effectively for advertising with these other companies, some of which have greater resources than we do. Our digital strategydebt may be adversely affected if major search engines build local sales forces or otherwise begin to more effectively market to small and medium sized local businesses.

Increased competition in local telephone markets could reduce the benefits of using the local telephone service providers’ brand name.

Advances in communications technology (including wireless devices and voice over Internet protocol) and demographic factors (including shifts from wireline telephone communications to wireless or other communications technologies) continue to erode the market position of the local telephone service providers. The use of traditional local telephone service providers is declining. We believe the loss of market share by local telephone service providers in any particular local service area decreases the value of their brand name in those particular local telephone markets. As a result, we may not fully realize the benefits of our commercial arrangements with the local telephone service providers.

If we fail to anticipate or respond effectively to changes in technology and consumer preferences, our competitive position could be harmed.
The local search advertising industry is subject to changes arising from developments in technology, including information distribution methods and users’ technological preferences. The use of the Internet and wireless devices by consumers as a means to transact commerce may result in new technologies being developed and services being provided that could compete with our services. Internet search engines and service providers such as Google, Yahoo!, Bing, Facebook and Twitter, among others, are placing a high priority on local commercial search initiatives and also have significantly greater technological and financial resources than we do, and their accumulated customer information allows them to offer targeted advertising on a greater scale than ours. As a result of these factors, our growth and future financial performance may depend on our ability to develop and market new products and services, to negotiate satisfactory strategic arrangements with national search companies and utilize new distribution channels, while enhancing existing products, services and distribution channels, to incorporate the latest technological advances and accommodate changing user preferences, including the use of the Internet and wireless devices. We may not be able to develop and market new services. In addition, if we fail to anticipate or respond adequately to

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changes in technology and user preferences or are unable to finance the capital expenditures necessary to respond to such changes, it could adversely affect our business prospects, financial condition, results of operations and cash flow.

A breach of our information technology systems could harm our business and our customers.

A breach of cyber/data security that impairs our information technology infrastructure could disrupt normal business operations and affect our ability to control our assets, access customer information, and limit communication with third parties. Any loss of confidential or proprietary data through a breach could materially and adversely affect our reputation, expose us to legal claims, impair our ability to execute on business strategies and adversely affect our business, prospects, financial condition, results of operations and cash flow.

Our reliance on technology could have a material adverse effect on our business.

Most of our business activities rely to a significant degree on the efficient and uninterrupted operation of our computer and communications systems and those of others. Any failure of existing or future systems could impair our ability to collect, process and store data and perform the day-to-day management of our business. Thisdowngraded, which could have a material adverse effect on our business, prospects, financial condition and results of operations and cash flow.operations.


Our computer and communications systems are vulnerableA reduction in the ratings that rating agencies assign to damage or interruption from a variety of sources. A natural disaster or other unanticipated problems that leadour debt may negatively impact our access to the corruption or lossdebt capital markets and increase our cost of data at our facilitiesborrowing, which could have a material adverse effect on our business, prospects, financial condition and results of operationsoperations.

Volatility and cash flow.weakness in bank and capital markets may adversely affect credit availability and related financing costs for us.


Our reliance on,Banking and extensioncapital markets can experience periods of volatility and disruption. If the disruption in these markets is prolonged, our ability to refinance, and the related cost of refinancing, some or all of our debt could be adversely affected. Although we currently can access the bank and capital markets, such markets may not continue to be a reliable source of financing for us. These factors, including the tightening of credit to, small and medium sized local businessesmarkets, could adversely affect our business.
As of December 31, 2014, approximately 86% of our advertising revenues were derived from the sale of our marketing solutionsability to local businesses, which are generally smallobtain cost-effective financing. Increased volatility and medium sized businesses. In the ordinary course of our business, we extend credit to these customersdisruptions in the formfinancial markets also could make it more difficult and more expensive for us to refinance outstanding indebtedness and to obtain financing. In addition, the adoption of new statutes and regulations, the implementation of recently enacted laws, or new interpretations or the enforcement of older laws and regulations applicable to the financial markets or the financial services industry could result in a trade receivable for advertising purchases. Local businesses, however, tend to have fewer financial resources and higher failure rates than large businesses, especially during a downturnreduction in the general economy. The proliferationamount of very large retail stores may continue toavailable credit or an increase in the cost of credit. Disruptions in the financial markets can also adversely affect local businesses. We believe these limitations are significant contributing factors to having customers not renew their advertising. If customers fail to pay within specified credit terms, we may cancel their advertising in future directories, which could further impact our ability to collect past due amounts, as well as adversely impact our advertising saleslenders, insurers, clients and revenue trends. In addition, full or partial collection of delinquent accounts can take an extended period of time. Consequently, we could be adversely affected by our dependence on and our extension of credit to local businesses in the form of trade receivables.

Our dependence on third party providers for printing, publishing and distribution services could materially affect us.

We depend on third parties to print, publish and distribute our directories. In connection with these services, we rely on the systems and services of our third party service providers, their ability to perform key functions on our behalf in a timely manner and in accordance with agreed levels of service, and their ability to attract and retain sufficient qualified personnel to perform services on our behalf. There are a limited numberother counterparties. Any of these providers with sufficient scale to meet our needs. A failure in the systems of one of our key third party service providers, or their inability to perform in accordance with the terms of our contracts or to retain sufficient qualified personnel,results could have a material adverse effect on our business, prospects, financial condition and results of operationsoperations.

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Changes in key assumptions could result in additional underfunded pension obligations, resulting in the need for additional plan funding by us and cash flow.increased pension expenses.

If we were to lose the services of any of our key third party service providers, we would be required to hire and train sufficient personnel to perform these services or to find an alternative service provider. In some cases it would be impracticable for us to perform these functions, including the printing of our directories. In the event we were required to perform any of the services that we currently outsource, it is unlikely that we would be able to perform them without incurring additional costs.


We have agreements with several major Internet search engines and portals. The terminationmaterial pension liabilities, some of one or more of these agreements could adversely affectwhich represent underfunded liabilities under our business.

We have expanded our Internet distribution by establishing relationships with several other Internet yellow page directory providers, portals, search engines and individual websites, which makes our content easier for search engines to access and provides a greater response to general searches on the Internet. Under the terms of the agreements with these Internet providers, we place our clients’ advertisements on major search engines, which give us access to a higher volume of traffic than we could generate on our own, without relinquishing the client relationship. The search engines benefit from our local sales force and full

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service capabilities for attracting and serving advertisers that might not otherwise transact business with search engines. The termination of one or more of our agreements with major search engines could adversely affect our business.

Increasesfrozen pension plans. Changes in the priceinterest rate environment, inflation, mortality rate assumptions or decreasesunfavorable changes in the availability of paper could materiallyadversely affect our costs of operations.

Paper is the principal raw material we use to produce our print directories. The price of paper is set each year based on total tonnage by supplier, paper basis weights, production capacity and market price.

We do not engage in hedging activities to limit our exposure to increases in paper prices. If we cannot secure access to paper in the necessary amounts or at reasonable prices, or if paper costs increase substantially, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.

Our sales of advertising to national accounts are dependent upon third parties thatwe do not control.

Approximately 14% of our advertising revenue is derived from the sale of advertising to national or large regional companies, including rental car companies, insurance companies and pizza delivery companies. These companies typically purchase advertisements for placement in multiple geographic regions. Substantially all of the revenue from these large advertisers is derived through certified marketing representatives ("CMRs"). CMRs are independent third parties that act as agents for national companies and design their advertisements, arrange for the placement of those advertisements in our markets and provide billing services. Our relationships with these national advertisers depend significantly on the performance of the CMRs, which we do not control. If some or all of the CMRs with whom we have existing relationships were unable or unwilling to transact business with us on acceptable terms or at all, this inability or unwillingness could materially adversely affect our business. In addition, any decline in the performance of the CMRs could harm our ability to generate revenue from national accounts and could have a material adverse effect on our business.

Turnover among our sales force or key management could adversely affect our business.
The success of our business is dependent on the leadership of our key personnel. The loss of a significant number of experienced key personnel could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow. Our success also depends on our ability to identify, hire, train and retain qualified sales personnel in each of the regions in which we operate. We currently expend significant resources and management time in identifying and training our local marketing consultants and sales managers. Our ability to attract and retain qualified sales personnel will depend, however, on numerous factors, including factors outside our control, such as conditions in the local employment markets in which we operate.

Furthermore, our success depends on the continued services of key personnel, including our experienced senior management team as well as our regional sales management personnel. If we fail to retain the necessary key personnel, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.

A portion of our employees are union-represented. Our business could beadversely affected by future labor negotiations and ourability to maintain good relations with our unionized employees.

As of December 31, 2014, approximately 1,000, or 29%, of our employees were represented by unions. In addition, the employees of some of our key suppliers are represented by unions. Work stoppages or slowdowns involving our union-represented employees, or those of our suppliers, could significantly disrupt our operations and increase operating costs, which would have a material adverse effect on our business.

The inability to negotiate acceptable terms with the unions could also result in increased operating costs from higher wages or benefits paid to union employees or replacement workers. A greater percentage of our work force could also become represented by unions. If a union decides to strike, and others choose to honor its picket line, it could have a material adverse effect on our business.

The loss of important intellectual property rights could adversely affect our results of operations and future prospects.

Various trademarks and other intellectual property rights are key to our business. We rely upon a combination of patent, trademark, copyright and trade secret laws as well as contractual arrangements to protect our intellectual property rights. We may be required to bring lawsuits against third parties to protect our intellectual property rights. Similarly, we may be party to proceedings by third parties challenging our rights. Lawsuits brought by us may not be successful, or we may be found to infringe the intellectual property rights of others. As the commercial use of the Internet further expands, it may be more

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difficult to protect our trade names, including DexKnows.com and Superpages.com, from domain name infringement or to prevent others from using Internet domain names that associate their businesses with ours. In the past, we have received claims of material infringement of intellectual property rights. Related lawsuits, regardless of the outcome, could result in substantial costs and diversion of resources and could have a material adverse effect on our business. Further, the loss of important trademarks or other intellectual property rights could have a material adverse effect upon our business, prospects, financial condition, results of operations and cash flow.

Increased regulation regarding information technology could lead to increased costs.

As the Internet continues to develop, the provision of Internet services and the commercial use of the Internet and Internet-related applications may become subject to greater regulation. Regulation of the Internet and Internet-related services is still developing, both by new laws and government regulation, and also by industry self-regulation. If our regulatory environment becomes more restrictive, including increased Internet regulation, our profitability could decrease.

Laws and regulations directed at limiting or restricting the distribution of our print directories or shifting the costs and responsibilities of waste management related to our print directories could adversely affect our business.

A number of states and municipalities are considering, and a limited number of municipalities have enacted, legislation or regulations that would limit or restrict our ability to distribute our print directories in the markets we serve. The most restrictiveapplicable laws or regulations would prohibit us from distributing our print directories unless residents affirmatively “opt in” to receive our print directories. Other, less restrictive, laws or regulations would require us to allow residents to “opt out”could materially change the timing and amount of receiving our print directories. In addition, some states and municipalities are considering legislation or regulations that would shiftrequired plan funding. Additionally, a material deterioration in the costs and responsibilities of waste management for discarded directories from municipalities to the producersfunded status of the directories. These laws and regulations will likely, if and where adopted,plans could significantly increase our costs, reducepension expenses, potentially impacting our cash flow and profitability in the number of directories that are distributed, and negatively impact our ability to market our advertising to new and existing clients. If these or similar laws and regulations are widely adopted, it could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.future.


Legal actions could have a material adverse effect on our business.

Various lawsuits and other claims typical for a business of our size and nature are pending against us. In addition, from time to time, we receive communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which we operate. Any potential judgments, fines or penalties relating to these matters, may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.

We are also exposed to other claims and litigation relating to our business, as well as methods of collection, processing and use of personal data. Our clients and users of client data collected and processed by us could also file claims against us if our data were found to be inaccurate, or if personal data stored by us were improperly accessed and disseminated by unauthorized persons. These claims could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flow.
Risks Related to Agreements with Local Telephone Service Providers

The bankruptcyOwnership of any of our telecommunication partners could adversely affect us.

In the event that any of our telecommunications partners sought protection under bankruptcy laws, our agreements with such partners could be materially adversely impacted. In addition, our telecommunication partners may be unable in such circumstance to provide services to us under our contracts with them. Consequently, the bankruptcy of any of our telecommunication partners could have an adverse effect on our business prospects, financial condition, results of operations and cash flow.

Regulatory obligations requiring local telephone service providers to publish white page directories in their markets may change over time, which may increase our future operating costs.

Regulations established by state public utility commissions typically require local telephone service providers to publish and distribute white page directories of certain residences and businesses that order or receive local telephone service from the local telephone service providers. These regulations also require a local telephone service provider, in specified cases, to include information relating to the provision of telephone service provided by the local telephone service provider in the service area,

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as well as information relating to local and state governmental agencies. The costs of publishing, printing and distributing the white page directories are included in our operating expenses.

Under the terms of our publishing agreements with the local telephone service providers, we are required to perform their regulatory obligation to publish white page directories in the markets in which we are the directory publisher. If any additional legal requirements are imposed with respect to this obligation, we would be obligated to comply with these requirements even if they were to increase our operating costs. Our results of operations relative to competing directory publishers that do not have those obligations could be adversely affected due to these potential compliance costs.

Our inability to enforce the non-competition agreements with the local telephone service providers may impair thevalue of our business.

We entered into non-competition agreements with certain local telephone service providers pursuant to which they each agreed not to publish tangible or digital (excluding Internet) media directories consisting principally of wireline listings and classified advertisements of subscribers in the markets in which we are the publisher of their directories. However, under applicable law, a covenant not to compete is only enforceable to the extent it is necessary to protect a legitimate business interest of the party seeking enforcement; if it does not unreasonably restrain the party against whom enforcement is sought; and if it is not contrary to the public interest.

Enforceability of non-competition covenants may be uncertain. If a court were to determine that the non-competition agreement is unenforceable (in full or in part), the restricted parties could compete directly against us in the previously restricted markets, which could have a material adverse effect on our business.

Risks Related to Our Common Stock and Shareholders

Our common stock could be subject to future dilution and, as a result, could decline in value.


The ownership percentage represented by common stock could be subject to dilution in the event that common stock is issued pursuant to the Company’s long-term incentive plans, including issuances upon the exercisetrading market of options, and any otherour shares of common stock that are issued. Inmay not continue to be active or liquid and the future, similarmarket price of our shares of common stock may be volatile.

Our common stock is listed and traded on the Nasdaq Capital Market (“Nasdaq”). Prior to all companies, additional equity financings or other share issuances by uslisting on Nasdaq on October 1, 2020, there was no public market for our common stock. An active market for our common stock may not be sustained, which could adversely affectdepress the market price of our common stock and could affect the ability of our stockholders to sell our common stock. SalesIn the absence of an active public trading market, investors may not be able to liquidate their investments in our common stock. An inactive market may also impair our ability to raise capital by existing holdersselling our common stock, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our common stock as consideration.

In addition, we cannot predict the prices at which our shares of common stock may trade on Nasdaq, and the market price of our shares of common stock may fluctuate significantly in response to various factors, some of which are beyond our control.

Furthermore, because our direct listing process on Nasdaq was novel and differed significantly from an underwritten initial public offering, Nasdaq’s rules for ensuring compliance with its initial listing standards, such as those requiring a largevaluation or other compelling evidence of value, are untested.

In addition, because of our novel listing process, individual investors, retail or otherwise, may have greater influence in setting, the public prices of our common stock on Nasdaq. These factors could result in a public price of our common stock that is higher than investors (including institutional investors) are willing to pay, which could cause volatility in the trading price of our common stock. Further, if the public price of our common stock is above the level that investors determine is reasonable for our common stock, some investors may attempt to short our common stock, which would create additional downward pressure on the public price of our common stock. To the extent that there is a lack of consumer awareness among retail investors, such lack of consumer awareness could reduce the value of our common stock and cause volatility in the trading price of our common stock.

The public price of our common stock also could be subject to wide fluctuations in response to the risk factors described herein and others beyond our control, including:

•the number of shares of our common stock publicly owned and available for trading;
•overall performance of the equity markets and/or publicly-listed companies that offer marketing services and SaaS solutions;
•actual or anticipated fluctuations in our revenue or other operating metrics;
•our actual or anticipated operating performance and the operating performance of our competitors;
•changes in the financial projections we provide to the public or our failure to meet these projections;
•failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet the estimates or the expectations of investors;
•any major change in our Board, management, or key personnel;
•the economy as a whole and market conditions in our industry;
•rumors and market speculation involving us or other companies in our industry;
•announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures, or capital commitments;
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•new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including those related to data privacy and cyber-security in the U.S. or globally;
•lawsuits threatened or filed against us;
•other events or factors, including those resulting from war, incidents of terrorism, civil unrest, or responses to these events; and
•sales or expected sales of our common stock by us and our officers, directors and principal stockholders.

In addition, stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our common stock as a result of the supply and demand forces described above. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

We have outstanding warrants that are exercisable for our common stock. If these warrants are exercised, the number of shares eligible for resale in the public market would increase and result in potential price volatility and dilution to our stockholders.

As of December 31, 2022, we had outstanding warrants to purchase an aggregate of 5,237,413 shares of our common stock at an exercise price of $24.39 per share. The warrants may be exercised in whole or in part at any time prior to their expiration at 5:00 p.m., Pacific Time, on August 15, 2023. To the extent such warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to the holders of our common stock and increase the number of shares eligible for resale in the public market. Resales of substantial numbers of shares in the public market in close proximity to the day that our shares of common stock are initially listed on Nasdaq may increase price volatility which could adversely affect the price of our common stock.

None of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer. Sales of substantial amounts of our common stock in the public markets or the perception that additional sales couldmight occur, or other factors could cause the market price of our common stock to decline.


In addition to the supply and demand and volatility factors discussed above, sales of a substantial number of shares of our common stock into the public market, particularly sales by our directors, executive officers and principal stockholders, or the perception that these sales might occur in large quantities, could cause the market price of our common stock to decline.

As of December 31, 2022, we have 34,593,837 shares of common stock outstanding, the substantial majority of which is currently subject to resale limitations under Rule 144 under the Securities Act. These shares may be sold either pursuant to the Registration Statement or by our other existing stockholders under Rule 144 if such shares held by such other stockholders have been beneficially owned by non-affiliates for at least one year. Moreover, assuming the availability of certain public information about us, (i) non-affiliates who have beneficially owned our common stock for at least six months may rely on Rule 144 to sell their shares of common stock and (ii) our directors, executive officers and other affiliates who have beneficially owned our common stock for at least six months, including certain of the shares of common stock covered by the Registration Statement to the extent not sold thereunder, will be entitled to sell their shares of our common stock subject to volume limitations under Rule 144 under the Securities Act and various vesting agreements.

None of our stockholders are subject to any contractual lock-up or other contractual restriction on the transfer or sale of their shares.

As of December 31, 2022, there were outstanding warrants to purchase an aggregate of 5,237,413 shares of our common stock at an exercise price of $24.39 per share. As of December 31, 2022, a total of 4,955,272 shares have been granted from our 2016 and 2020 Incentive Plans consisting of: 473,371 performance restricted stock units (“PSUs”), 525,735 restricted stock units (“RSUs”) and 3,956,166 non-qualified stock options (“NQSOs”) granted to employees and non-employee Directors. As of December 31, 2022, all of the PSUs and RSUs were unvested and had not distributed; 3,533,507 of the NQSOs were outstanding, of which 2,132,040 were vested and exercisable. We filed a registration statement on Form S-8 under the Securities Act to register the shares reserved for issuance under our 2016 Stock Incentive Plan and our 2020 Incentive Award Plan and, as a result, all shares of common stock acquired upon the exercise of such options are freely tradable under the Securities Act, unless acquired by our affiliates.

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We also may issue our common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition, investments, or otherwise, but we will not conduct any such issuance during any period in which this registration statement is effective. Any such issuance could result in substantial dilution to our existing stockholders and cause the public price of our common stock to decline.

Because we do not intend to pay cash dividends in the foreseeable future, you may not receive any return on investment unless you are able to sell your common stock for a price greater than your purchase price.

We have never declared nor paid cash dividends on our common stock. We do not intend in the foreseeable future to pay any dividends to holders of our common stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or to pay any dividends in the foreseeable future. Additionally, our ability to generate income and pay dividends is dependent on the ability of our subsidiaries to declare and pay dividends or lend funds to us. Future indebtedness of or jurisdictional requirements on our subsidiaries may prohibit the payment of dividends or the making or repayment of loans or advances to us. Consequently, the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which investors have purchased their shares. However, the payment of future dividends will be at the discretion of our Board, subject to applicable law and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions that apply to the payment of dividends and other considerations that our Board deems relevant. As a consequence of these limitations and restrictions, we may not be able to make the payment of dividends on our common stock.

Risks Related to Governance and Ownership Structure

We incur increased costs and obligations as a result of being a public company.

As a publicly traded company, we incur additional legal, accounting and other expenses that we were not required to incur in the past. Since our direct listing on October 1, 2020, we are now required to file with the SEC annual and quarterly information and other reports that are specified by the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are also subject to other reporting and corporate governance requirements, including the requirements of Nasdaq and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which impose additional compliance obligations upon us. As a public company, we must, among other things:

•prepare and distribute periodic public reports and other stockholder communications in compliance with our obligations under the federal securities laws and applicable stock exchange rules;
•institute more comprehensive financial reporting and disclosure compliance functions;
•enhance our investor relations function; and
•involve and retain to a greater degree outside counsel and accountants in the activities listed above.

These changes require a commitment of additional resources. The commitment of resources required for implementing them could have a material adverse effect on our business, financial condition and results of operations.

Becoming a public company has required a significant commitment of resources and management oversight that has increased and may continue to increase our costs and could place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. If we are unable to offset these costs through other savings, then it could have a material adverse effect on our business, financial condition and results of operations.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes Oxley Act, the listing standards of Nasdaq, on which we are traded and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources. For example, the Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our common stockbusiness and results of operations. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from
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other business concerns, which could harm our business and operating results. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations and financial condition. Although we have already hired additional employees to assist us in complying with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the foreseeable future.activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.


We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified senior management and members of our Board, particularly to serve on our audit and risk committee and compensation committee and qualified executive officers.

As a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, results of operations and financial condition could be harmed, and even if the claims do not anticipate paying cash dividendsresult in litigation or other distributions with respect to our common stock for the foreseeable future. In addition, covenantsare resolved in our credit facilities restrict us from paying cash dividendsfavor, these claims and the time and resources necessary to resolve them, could divert the resources of our shareholders.management and harm our business, results of operations and financial condition.


Anti-takeover provisions in our fourth amended and restated certificate of incorporation and second amended and restated bylaws and certain provisions of Delaware law could delay orprevent a change of control that may be favored by some shareholders.stockholders.


ProvisionsWe are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or other change of control transaction that shareholdersstockholders may consider favorable. These provisions may also make it more difficult for our shareholdersstockholders to change our Board of Directors and senior management. Provisions

Among other things, these provisions:

•provide for a classified Board with staggered three-year terms;
•do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;
•delegate the sole power to fix the number of directors to a majority of the Board;
•provide the power of our certificateBoard to fill any vacancy on our Board, whether such vacancy occurs as a result of incorporation and bylaws include a limited rightan increase in the number of shareholdersdirectors or otherwise;
•generally eliminate the ability of stockholders to call special meetings of shareholders; rules regulating how shareholders may present proposals or nominate directorsstockholders and generally prohibit stockholder action to be taken by written consent; and
•establish advance notice requirements for nominations for election at annual meetings of shareholders; and authorization forto our Board of Directorsor for proposing matters that can be acted on by stockholders at stockholder meetings.

In addition, our Board has the authority to cause us to issue, without any further vote or action by the stockholders, up to 50,000,000 shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting
43

rights, rights and terms of redemption, redemption price, or prices and liquidation preferences of such series. The issuance of shares of preferred stock or the adoption of a stockholder rights plan may have the effect of delaying, deferring or preventing a change in control of our company without shareholder approval.further action by the stockholders, even where stockholders are offered a premium for their shares.

Further, under the agreements governing our Senior Credit Facilities, a change of control would cause us to be in default. In addition, we are subject to Section 203the event of a default, the administrative agent under our Senior Credit Facilities would have the right (or, at the direction of lenders holding a majority of the Delaware General Corporation Law, which may have an anti-takeover effect with respectloans and commitments under our Senior Credit Facilities, the obligation) to transactions not approved in advance byaccelerate the outstanding loans and to terminate the commitments under our Board of Directors. This provision of Delaware law may discourage takeover attempts that might result in a premium over the market price for sharesSenior Credit Facilities, and if so accelerated, we would be required to repay all of our common stock.outstanding obligations under our Senior Credit Facilities.


In addition, several of our agreements with local telephone service providers require their consent to any assignment by us of our rights and obligations under the agreements. We may from time to time enter into new contracts that contain change of control provisions that limit the value of, or even terminate, the contract upon a change of control. The consent rights in these agreements might discourage, delay or prevent a transaction that a shareholderstockholder may consider favorable.

Our second amended and restated bylaws provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.

Our second amended and restated bylaws provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the DGCL, our fourth amended and restated certificate of incorporation or our second amended and restated bylaws; or (iv) any action asserting a claim against us, any director or our officers or employees that are governed by the internal affairs doctrine. This exclusive forum provision does not apply to claims arising under the Securities Act, the Exchange Act or other federal securities laws and rules and regulations promulgated thereunder for which there is exclusive federal or concurrent federal and state jurisdiction. The federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder, and investors cannot waive Thryv’s compliance with these laws, rules and regulations. Any person or entity purchasing or otherwise acquiring any interest in shares of our common stock shall be deemed to have notice of and to have consented to the provisions of our fourth amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees, or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision that is contained in our second amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition and results of operations.

General Risk Factors

Forecasts of market growth may prove to be inaccurate and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. Our forecasts, if any, relating to the expected growth in marketing and management software markets may prove to be inaccurate. Even if these markets experience such forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, our forecasts of market growth should not be taken as necessarily indicative of our future growth.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our common stock and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us and/or our business. Securities and industry analysts do not currently and may never, publish research on our company. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us,
44

the trading price for our common stock would be adversely affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us on a regular basis, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.

ITEMItem 1B.     UNRESOLVED STAFF COMMENTSUnresolved Staff Comments


None.


22



ITEMItem 2.     PROPERTIESProperties


Our owned property mainly consistsAs of land and buildings. Our corporate headquarters is located in D/FW Airport, Texas, and is leased from Verizon. We leaseDecember 31, 2022, we have eleven properties, all of which are leased. On June 23, 2020, we announced our plans to become a “Remote First” company, meaning that the majority of our facilities. workforce will continue to operate in a remote working environment indefinitely. As a result, we have closed certain office buildings, including most of the space at our corporate headquarters in Dallas, Texas. We will keep certain other office buildings open to house essential employees who cannot perform their duties remotely, such as employees who work in our data centers that are leased in Texas and Virginia.

We believe that our existing facilities are in good working condition and are suitable for their intended purposes.

The following is a list ofadequate to meet our facilities with at least 100,000 square feet. These facilities are administrative facilities, exceptneeds for the Martinsburg, West Virginia facility, which is a warehouse/distribution center.immediate future.


Property Location
Approximate Square Footage
Owned Properties
     Martinsburg, WV191,000
     St. Petersburg, FL100,000
Leased Properties
     D/FW Airport, TX419,000

ITEMItem 3.     LEGAL PROCEEDINGSLegal Proceedings


The CompanyInformation in response to this item is subject to various lawsuitsprovided in “Part II - Item 8. Note 15, Contingent Liabilities” and other claims in the normal courseis incorporated by reference into Part I of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates.this Annual Report.


The Company establishes reserves for the estimated losses on specific contingent liabilities, for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, the Company is not able to make a reasonable estimate of liability because of the uncertainties related to the outcome or the amount or range of potential loss. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods, including the matters described below will have a material adverse effect on its statements of comprehensive (loss).

On April 20, 2009, a lawsuit was filed in the district court of Tarrant County, Texas, against certain officers and directors of SuperMedia (but not against SuperMedia or its subsidiaries) on behalf of Jack B. Corwin as Trustee of The Jack B. Corwin Revocable Trust, and Charitable Remainder Stewardship Company of Nevada, and as Trustee of the Jack B. Corwin 2006 Charitable Remainder Unitrust (the "Corwin" case). The Corwin case generally alleges that at various times in 2008 and 2009, the named SuperMedia officers and directors made false and misleading representations, or failed to state material facts, which made their statements misleading regarding SuperMedia's financial performance and condition. The suit brings fraud and negligent misrepresentation claims and alleges violations of the Texas Securities Act and Section 27 of the Texas Business Commerce Code. The plaintiffs seek unspecified compensatory damages, exemplary damages, and reimbursement for litigation expenses. On June 3, 2009, the plaintiffs filed an amended complaint with the same allegations adding two additional SuperMedia directors as party defendants. On June 10, 2010, the court in the Buettgen case (a separate case involving SuperMedia, now settled) granted SuperMedia's motion staying discovery in the Corwin case pursuant to the provisions of the Private Securities Litigation Reform Act. After plaintiffs replaced their counsel, the plaintiffs filed several amendments to the complaint. All the SuperMedia defendants refiled motions for summary judgment claiming that there is no evidence of any wrongdoing elicited during the discovery phase and that the plaintiffs lack standing. Those motions were denied. After a four week jury trial, the jury returned a unanimous defense verdict. A final take nothing judgment in favor of all the defendants was entered on December 19, 2014, and no appeal was filed.

On November 25, 2009, three retirees brought a putative class action lawsuit in the U.S. District Court for the Northern District of Texas, Dallas Division, against both the employee benefits committee and pension plans of Verizon and the employee benefits committee ("EBC") and pension plans of SuperMedia.  All three named plaintiffs are receiving the single life monthly annuity pension benefits. All complain that Verizon transferred them against their will from the Verizon pension plans to SuperMedia pension plans at or near the SuperMedia's spin-off from Verizon.  The complaint alleges that both the Verizon and SuperMedia defendants failed to provide requested plan documents, which would entitle the plaintiffs to statutory penalties under the Employee Retirement Income Securities Act ("ERISA"); that both the Verizon and SuperMedia defendants breached their fiduciary duty for refusal to disclose pension plan information; and other class action counts aimed solely at the Verizon

23


defendants. The plaintiffs seek class action status, statutory penalties, damages and a reversal of the employee transfers.  The SuperMedia defendants filed their motion to dismiss the entire complaint on March 10, 2010. On October 18, 2010, the court ruled on the pending motion dismissing all the claims against the SuperMedia pension plans and all of the claims against SuperMedia's EBC relating to the production of documents and statutory penalties for failure to produce same. The only claims that remained against SuperMedia were procedural ERISA claims against SuperMedia's EBC. On November 1, 2010, SuperMedia's EBC filed its answer to the complaint. On November 4, 2010, SuperMedia's EBC filed a motion to dismiss one of the two remaining procedural ERISA claims against the EBC. Pursuant to an agreed order, the plaintiffs obtained class certification against the Verizon defendants. After obtaining permission from the court, the plaintiffs filed another amendment to the complaint, alleging a new count against SuperMedia's EBC. SuperMedia's EBC filed another motion to dismiss the amended complaint and filed a summary judgment motion before the deadline set by the scheduling order. On March 26, 2012, the court denied SuperMedia's EBC's motion to dismiss. On September 16, 2013, the court granted the defendants’ summary judgments, denied the plaintiffs’ summary judgment, and entered a take nothing judgment in favor of the SuperMedia EBC. Plaintiffs filed an appeal to the 5th U.S. Circuit Court of Appeals. The briefing is complete and oral argument was held on September 4, 2014. On October 14, 2014, the 5th Circuit Court of Appeals affirmed the decision of the trial court. Plaintiffs filed a petition for a writ of certiorari to the U.S. Supreme Court on February 17, 2015. The Company plans to honor its indemnification obligations and vigorously defend the lawsuit on the defendants' behalf.

On December 10, 2009, a former employee with a history of litigation against SuperMedia, filed a putative class action lawsuit in the U.S. District Court for the Northern District of Texas, Dallas Division, against certain of SuperMedia's current and former officers, directors and members of SuperMedia's EBC. The complaint attempts to recover alleged losses to the various savings plans that were allegedly caused by the breach of fiduciary duties in violation of ERISA by the defendants in administrating the plans from November 17, 2006 to March 31, 2009. The complaint alleges that: (i) the defendants wrongfully allowed all the plans to invest in Idearc common stock, (ii) the defendants made material misrepresentations regarding SuperMedia's financial performance and condition, (iii) the defendants had divided loyalties, (iv) the defendants mismanaged the plan assets, and (v) certain defendants breached their duty to monitor and inform the EBC of required disclosures. The plaintiffs are seeking unspecified compensatory damages and reimbursement for litigation expenses. At this time, a class has not been certified. The plaintiffs filed a consolidated complaint. SuperMedia filed a motion to dismiss the entire complaint on June 22, 2010. On March 16, 2011, the court granted the SuperMedia defendants' motion to dismiss the entire complaint; however, the plaintiffs have repleaded their complaint. SuperMedia's defendants filed another motion to dismiss the new complaint. On March 15, 2012, the court granted the SuperMedia defendants' second motion dismissing the case with prejudice. The plaintiffs appealed the dismissal. On July 9, 2013, the 5th U.S. Circuit Court of Appeals issued a decision affirming the dismissal of the trial court. On July 23, 2013, plaintiffs filed a Petition to the 5th U.S. Circuit Court of Appeals for a rehearing en banc which has been denied. The plaintiffs filed a Petition for Writ of Certiorari to the United States Supreme Court. After the Supreme Court’s decision in Fifth Third Bancorp v. Dudenhoeffer, the court granted plaintiffs’ writ, vacated the 5th U.S. Circuit Court of Appeals opinion and remanded the case to the 5th U.S. Circuit Court of Appeals to rule in conformity with the Fifth Third opinion. Subsequently, the case has been remanded to the trial court. On February 17, 2015, the plaintiffs filed their second amended complaint with the same basic allegations as the first complaint. The Company plans to honor its indemnification obligations and vigorously defend the lawsuit on the defendants' behalf.

On July 1, 2011, several former employees filed a Fair Labor Standards Act ("FLSA") collective action against SuperMedia, all its subsidiaries, the current chief executive officer and the former chief executive officer in the U.S. District Court, Northern District of Texas, Dallas Division. The complaint alleges that SuperMedia improperly calculated the rate of pay when it paid overtime to its hourly sales employees. On July 29, 2011, SuperMedia filed a motion to dismiss the complaint. In response, the plaintiffs amended their complaint to allege that the individual defendants had "off-the-clock" claims for unpaid overtime. Subsequently, SuperMedia amended its motion to dismiss in light of the new allegations. On October 25, 2011, the Plaintiffs filed a motion to conditionally certify a collective action and to issue notice. On March 29, 2012, the court denied the SuperMedia's motion to dismiss and granted the plaintiffs' motion to conditionally certify the class. SuperMedia's motion seeking permission to file an interlocutory appeal of the order was denied and a notice has been sent to SuperMedia's former and current employees. The time for opting into the class has expired. On February 24, 2014, SuperMedia filed a motion to decertify. The plaintiffs that failed to file their opt-ins on time have filed a companion case with the same allegations. In early August, 2014, terms of a tentative settlement were reached by the parties; the settlement has been approved by the court, distribution to the class has been made, and the matter has been dismissed with prejudice.


24


On March 29, 2013, a former unsecured note holder that was impacted by the bankruptcy of SuperMedia, in 2009, filed a notice and summons against Verizon Communications and the former chief financial officer ("CFO") of SuperMedia in the Supreme Court of the State of New York, New York County. The filing alleges that Verizon improperly formed SuperMedia prior to the spin-off by not having the requisite number of directors under Delaware law. The plaintiff alleges that since SuperMedia was improperly formed, the former CFO did not have the authority to execute the note on behalf of SuperMedia and accordingly both Verizon and the former CFO are liable for the unpaid principal and interest when the notes were impacted by the bankruptcy. The Company plans to honor its indemnification obligation and vigorously defend the lawsuit on the defendant's behalf.

ITEMItem 4.     MINE SAFETY DISCLOSURESMine Safety Disclosures


Not applicable.None.


PART II


ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Item 5.     Market for Registrant's Common Equity, MarketRelated Stockholder Matters and Issuer Purchases of Equity Securities


OurMarket Information for Common Stock

The Company completed a direct listing on October 1, 2020. The Company's common stock, is tradedpar value $0.01 (the “common stock”) trades on The Nasdaq Stock Market LLC (The Nasdaq Global Select Market) under the symbol “DXM.” The following table sets forth, for the periods indicated, the highest and lowest sale prices for our common stock, as reported by The Nasdaq Stock Market LLC (The Nasdaq Global Select Market)“THRY”.
 2014
 High Low
    
1st Quarter
$7.22
 $6.77
2nd Quarter
9.91
 9.31
3rd Quarter
12.10
 11.57
4th Quarter
8.83
 8.37

 2013
 High Low
    
2nd Quarter (May 1, 2013 - June 30, 2013)
$23.86
 $9.85
3rd Quarter
18.09
 7.92
4th Quarter
9.31
 4.30

As of March 2, 2015,February 21, 2023, there were approximately 222 holders 50 stockholders of record of our common stock.stock (including nominee holders such as banks and brokerage firms who hold shares for beneficial owners), although we believe that the number of beneficial owners is much higher. Prior to the direct listing, there was no public trading market for our common stock.


Dividends


We did not pay any quarterlyhave never declared nor paid cash dividends in 2014 or 2013.on our common stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to pay dividends in 2015, nor do we expectdeclare or to pay cashany dividends on our common stock in the foreseeable future.

Our various debt instruments contain The payment of any future dividends will be at the discretion of our Board, subject to applicable law, and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions that place limitationsapply to the payment of dividends and other considerations that our Board deems relevant.

Performance Graph

The following graph shows a comparison from October 1, 2020 (the date our common stock commenced trading on Nasdaq) through December 31, 2022, of the cumulative total return for our ability to pay dividendscommon stock, the Nasdaq Composite Index and the Nasdaq Computer Index, calculated on a dividend-reinvested basis. The graph assumes $100 was invested in each of the future. See Item 7, “Management’sCompany’s common stock, the Nasdaq Composite Index and the Nasdaq Computer Index as of the market close on October 1, 2020. Note that past stock price performance is not necessarily indicative of future stock price performance.

45

thry-20221231_g1.jpg
10/01/202012/31/202012/31/202112/30/2022
Thryv Holdings, Inc.$100.00 $96.43 $293.79 $135.71 
Nasdaq Composite Index$100.00 $114.14 $138.55 $92.69 
Nasdaq Computer Index$100.00 $112.08 $154.51 $99.23 



Item 6.     [Reserved]
46

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for additional information regarding these instruments and agreements and relevant limitations thereunder.


25


Share Repurchases

The following table provides information regarding shares acquired from employees during the three months ended December 31, 2014 as payment to satisfy minimum tax withholding obligations in connection with the vesting of restricted stock awarded to employees pursuant to the Dex One Equity Incentive Plan or Dex Media Equity Incentive Plan.
Period
Total Number of
Shares Purchased
Average Price Paid Per Share
Total Number
of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number of
Shares That May Yet
Be Purchased Under
the Plans or Programs
October 1, 2014 - October 31, 201419,746
$7.62
——
November 1, 2014 - November 30, 20149,107
8.48
——
December 1, 2014 - December 31, 20147,074
9.06
——
Total35,927
$8.12
——

The Company does not have an active share repurchase program.


26


Shareholder Return Performance Graph
The following performance graph compares the cumulative total shareholder return onis a discussion and analysis of our common stock with the Russell 2000 Indexfinancial condition and a peer group selected by us,results of operations as of, and for, the period of May 1, 2013 through December 31, 2014, (the first day our new common stock began trading on the NASDAQ following the merger between Dex One with SuperMedia) assuming an initial investment of $100 on May 1, 2013,periods presented and the reinvestment of all dividends, if any. As noted above, we have not paid dividends on our common stock. Historical stock price performance should not be relied upon as indicative of future stock price performance.
Our Company is not included in an identifiable peer group. We selected our peer group based on revenues, net income and enterprise value, which comprises market capitalization and total debt, and focused on public companies largely comprised of advertiser supported media. Our peer group includes Gannett Co. Inc., Graham Holdings Company, AOL Inc., The New York Times Company, The McClatchy Company, IAC/InteractiveCorp., Harte Hanks Inc., Lee Enterprises, Inc., The E.W. Scripps Company, Media General, Inc., A.H. Belo Corporation, Scholastic Corporation, Meredith Corporation, John Wiley & Sons, Inc. and Lamar Advertising Company.
 5/1/20136/30/20139/30/201312/31/20133/31/20146/30/20149/30/201412/31/2014
Dex Media$100.00
$159.73
$73.73
$61.56
$86.64
$101.27
$86.91
$81.55
Russell 2000 Index$100.00
$105.76
$116.18
$125.91
$126.92
$129.08
$119.20
$130.35
Peer Group$100.00
$112.05
$126.78
$145.94
$161.72
$160.46
$135.06
$150.11

27


ITEM 6.SELECTED FINANCIAL DATA

The following selected financial data is derived from the Company’s and the predecessor company’s audited consolidated financial statements. The information set forth below should be read in conjunction with theour audited consolidated financial statements and the related notes thereto included elsewhere in Item 8,“Financial Statementsthis Annual Report. This discussion and Supplementary Data,analysis contains forward-looking statements, including statements regarding industry outlook, our expectations for the future of our business, and our liquidity and capital resources as well as other non-historical statements. These statements are based on current expectations and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by these forward-looking statements.

Overview

We are dedicated to supporting local, independent businesses and franchises by providing innovative marketing solutions and cloud-based tools to the entrepreneurs who run them. We are one of the largest domestic providers of SaaS end-to-end customer experience tools and digital marketing solutions to small-to-medium sized businesses. Our solutions enable our SMB clients to generate new business leads, manage their customer relationships and run their day-to-day business operations. We serve approximately 390,000 SMB clients globally through four business segments: Thryv U.S. Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services, and Thryv International SaaS.

Our Thryv U.S. Marketing Services segment provides both print and digital solutions and generated $820.0 million, $797.5 million, and $979.6 million of consolidated revenues for the years ended December 31, 2022, 2021, and 2020, respectively. Our Marketing Services offerings include our owned and operated Print Yellow Pages, which carry the “The Real Yellow Pages” tagline, our proprietary Internet Yellow Pages, known by the Yellowpages.com, Superpages.com, and Dexknows.com URLs, search engine marketing solutions and other digital media solutions, which include online display and social advertising, online presence, and video and search engine optimization tools.

On January, 21, 2022, we acquired Vivial Media Holdings, Inc. (“Vivial”), a marketing and advertising company, for $22.8 million in cash, subject to certain adjustments. Vivial results are included in the Thryv U.S. Marketing Services segment.

Our Thyrv U.S. SaaS segment generated $211.8 million, $170.5 million, and $129.8 million of consolidated revenues for the years ended December 31, 2022, 2021, and 2020, respectively. Our primary SaaS offerings include Thryv®, our flagship SMB end-to-end customer experience platform, Marketing Center, ThryvPaySM, and Thryv Add-Ons. Marketing Center is a fully integrated next generation marketing and advertising platform operated by the end user. Marketing Center contains everything a small business owner needs to market and grow their business effectively. ThryvPaySM, is our own branded payment solution that allows users to get paid via credit card and ACH and is tailored to service focused businesses that want to provide consumers safe, contactless, and fast-online payment options. Thryv Add-Ons include an automated lead generation service that fully integrates with Item 7, “Management’s Discussionour Thryv platform, website development, SEO tools, Google My Business optimization, and AnalysisHub by ThryvSM. These optional platform subscription-based add-ons provide a seamless user experience for our end-users and drive higher engagement within the Thryv Platform while also producing incremental revenue growth.

Our Thryv International Marketing Services segment is comprised of Financial ConditionThryv Australia Pty Ltd, which we acquired on March 1, 2021. Our Thryv International Marketing Services segment provides both print and Resultsdigital solutions and generated $166.0 million of Operations”consolidated revenues for the year ended December 31, 2022, and Item 1A, “Risk Factors.”$144.8 million of consolidated revenues for the ten months ended December 31, 2021. Thryv Australia is Australia’s leading provider of marketing solutions serving SMBs. The Thryv Australia Acquisition brings under the Thryv banner more than 100,000 existing Thryv Australia clients, many of which we believe are ideal candidates for the Thryv platform.


OnOur Thryv International SaaS segment is comprised of Thryv, Hub By Thryv, Thryv Add-ons and Thryv Pay, and generated $4.5 million of consolidated revenues for the year ended December 31, 2022 and $0.6 million of consolidated revenues for the ten months ended December 31, 2021.

Our expertise in delivering solutions for our client base is rooted in our deep history of serving SMBs. In 2022, SMB demand for integrated technology solutions continues to grow as SMBs adapt their business and service model to facilitate remote working and virtual interactions.

47

Impact of COVID-19

In March 2020, the World Health Organization categorized COVID-19 as a pandemic. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, significantly disrupted the global economy, resulting in an adverse effect on the business operations of certain SMBs, especially during 2020 and to a lesser extent during 2021. However, many of our SMB clients operate service-based businesses that can easily operate remotely, or that have been designated as “essential” by state and local authorities administering shelter-in-place orders, and have continued to operate without significant interruption during the COVID-19 pandemic. Therefore, the impact of COVID-19 and the related regulatory and private sector response on our financial and operating results in the years ended December 31, 2022, 2021 and 2020 was somewhat mitigated as many of our clients continued to operate.
In March 2020, we began offering certain pandemic credit incentives to select clients. These pandemic credit incentives resulted in a $3.2 million and $17.5 million reduction in revenue for the years ended December 31, 2021 and 2020, respectively. Requests for incentives continued to decline in 2021 as clients resumed normal contractual terms and pricing. As of April 30, 2013,1, 2021, we virtually discontinued providing pandemic credits and accepting client requests to pause search campaigns due to the mergerCOVID-19 pandemic. Effective April 1, 2021, all client requests for adjustments are now handled as part of Dex Onenormal business operations consistent with historical practices.

During the years ended December 31, 2022, 2021 and SuperMedia2020, we incurred total severance expense of $3.5 million, $4.7 million and $11.7 million, respectively. During the years ended December 31, 2022 and 2021, none of the severance expense recorded was completed. Asrelated to employee terminations as a result of acquisition accounting, SuperMedia's historical results prior to April 30, 2013 have not been included in the Company's consolidated results.
  Successor Company Predecessor Company
 Years Ended December 31, Eleven Months Ended December 31, One Month Ended January 31,
(in millions, except per share data)2014201320122011 20102010
Statements of Comprehensive Income (Loss) Data        
Operating revenue$1,815
$1,444
$1,278
$1,481
 $831
 $160
Operating income (loss)(4)(850)103
(430) (1,294) 64
Net income (loss)$(371)$(819)$41
$(519) $(924) $6,920
         
Earnings (Loss) Per Share        
Basic$(21.43)$(54.89)$4.09
$(51.75) $(92.32) $501.36
Diluted$(21.43)$(54.89)$4.09
$(51.75) $(92.32) $501.07
         
Shares Used in Computing Earnings (Loss) Per Share        
Basic17.3
14.9
10.1
10.0
 10.0
 13.8
Diluted17.3
14.9
10.1
10.0
 10.0
 13.8
         
Balance Sheet Data        
Total assets    $1,722
$2,464
$2,411
$2,963
 $3,921
 $5,346
Long-term debt, including current maturities2,396
2,675
2,010
2,510
 2,737
 3,265
Shareholders’ equity (deficit)(1,122)(703)20
(10) 526
 1,451
2014
COVID-19. During the year ended December 31, 2014,2020, $5.0 million of the Companyseverance expense recorded was related to employee terminations as a $13result of COVID-19. The economic downturn caused by COVID-19 resulted in an incremental $2.1 million recorded to allowance for credit losses for the year ended December 31, 2020. No incremental impact was recorded for the years ended December 31, 2022 and 2021. In addition, we remain committed to expense associatedour variable cost structure and to limiting our capital expenditures, not including acquisitions, which will allow us to continue operating with the settlement of plan amendments to its other post-employment benefits, which eliminated the Company’s obligation to provide a subsidy for retiree health care.relatively low working capital needs.

During the year ended December 31, 2014, the Company also recorded a $29 million credit2022, we have continued to expense associated with plan amendments that reduced benefits associated with the Company's long-term disability plans.
As a result of financing activities conducted during 2014, the Company recorded a gain of $2 million relatedsee trends similar to the early extinguishment of a portion of our senior secured credit facilitiesthose experienced during the year ended December 31, 2014.2021, including an increase in demand for our SaaS solutions and a continuing decline in our Marketing Services business. The challenges we will face in the future related to COVID-19 will depend largely, we believe, on the impact that the continuing spread of the virus, including existing and new variants, and regulatory and private sector response has on our current and prospective clients, including their ability and willingness to purchase our solutions. To date, the COVID-19 pandemic has not had a material impact on our operating performance, financial performance, or liquidity. Looking ahead, we do not expect any material financial impact related to COVID-19, without a significant increase in cases resulting in another shut down of local businesses. However, it is difficult to predict what the ongoing impact of the pandemic will be on the economy, our clients and our business.
2013Impairment Charges
DuringOur annual impairment tests resulted in a non-cash impairment of our goodwill of $102.0 million during the year ended December 31, 2022, to reduce goodwill for our Thryv U.S. Marketing Services reporting unit, as a result of the historical secular decline in industry demand for print services, along with the historical trending decline in our Marketing Services client base, and competition in the consumer search and display space.

While we believe we have made reasonable estimates and utilized reasonable assumptions to calculate the fair values of our reporting units, it is possible a material change could occur to the estimated fair value of these assets. If our actual results are not consistent with our estimates, we could be exposed to future impairment losses that could be material to our results of operations.
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Factors Affecting Our Performance

Our operations can be impacted by, among other factors, general economic conditions and increased competition with the introduction of new technologies and market entrants. We believe that our performance and future success depend on several factors that present significant opportunities for us, but also pose risks and challenges, including those listed below and those discussed in the section titled “Risk Factors.”
Ability to Attract and Retain Clients
Our revenue growth is driven by our ability to attract and retain SMB clients. To do so, we must deliver solutions that address the challenges currently faced by SMBs at a value-based price point that SMBs can afford.

Our strategy is to expand the use of our solutions by introducing our SaaS solutions to new SMB clients, as well as our current Thryv U.S. Marketing Services and Thryv International Marketing Services clients. This strategy includes capitalizing on the increased needs of SMBs for solutions that facilitate a remote working environment and virtual interactions. This strategy will require substantial sales and marketing capital.
Investment in Growth
We intend to continue to invest in the growth of our U.S. and international SaaS segments. We have selectively utilized a portion of the cash generated from our Thryv U.S. Marketing Services and Thryv International Marketing Services segments to support initiatives in our evolving U.S. and international SaaS segments, which has represented an increasing percentage of consolidated revenue since launch. We will continue to improve our SaaS solutions by analyzing user behavior, expanding features, improving usability, enhancing our onboarding services and customer support and making version updates available to SMBs. We believe these initiatives will ultimately drive revenue growth; however, such improvements will also increase our operating expenses.
Ability to Grow Through Expansion and Acquisition
Our growth prospects depend upon our ability to successfully develop new markets. We currently serve the United States, Australian, and Canadian SMB markets and plan to leverage strategic acquisitions or initiatives to expand our client base domestically and enter new markets internationally. Identifying proper targets and executing strategic acquisitions may take substantial time and capital. On March 1, 2021, we completed the acquisition of Thryv Australia, Australia’s leading provider of marketing solutions serving SMBs. In July 2022, we began operations in Canada through our own sales force and a re-seller agreement. We believe that strategic acquisitions of marketing services companies globally will expand our client base and provide additional opportunities to offer our SaaS solutions.
Print Publication Cycle
We recognize revenue for print services at a point in time upon delivery of the published PYP directories containing customer advertisements to the intended market. Our PYP directories typically have 12-month publication cycles in Australia and 15 to 18-month publication cycles in the U.S. As a result, we typically record revenue for each publication only once every 12 to 18 months, depending on the publication cycle of the directory. The amount of revenue we recognize each quarter from our PYP directories is therefore directly related to the number of PYP directories we deliver to the intended market each quarter, which can vary based on the timing of the publication cycles.
Key Business Metrics
We review several operating metrics, including the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe these key metrics are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making, and they may be used by investors to help analyze the health of our business.


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Total Clients
We define total clients as the number of SMB accounts with one or more revenue-generating solutions in a particular period. For quarter- and year-ending periods, total clients from the last month in the period are reported. A single client may have separate revenue-generating accounts for multiple Marketing Services solutions or SaaS offerings, but we count these as one client when the accounts are managed by the same business entity or individual. Although infrequent, where a single organization has multiple subsidiaries, divisions, or segments, each business entity that is invoiced by us is treated as a separate client. We believe that the number of total clients is an indicator of our market penetration and potential future business opportunities. We view the mix between Marketing Services clients and SaaS clients as an indicator of potential future opportunities to offer our SaaS solutions to our Marketing Services clients.
 As of December 31,
(in thousands)202220212020
Clients (1)
Marketing Services (2)
362 390 318 
SaaS (3)
52 46 44 
Total (4)
387 409 334 
(1)     Clients include total clients from all four of our business segments: Thryv U.S. Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services and Thryv International SaaS.
(2)     Clients that purchase one or more of our Marketing Services solutions are included in this metric. These clients may or may not also purchase subscriptions to our SaaS offerings.
(3)    Clients that purchase subscriptions to our SaaS offerings are included in this metric. These clients may or may not also purchase one or more of our Marketing Services solutions.
(4)    Total clients is less than the sum of the Marketing Services and SaaS, since clients that purchase both Marketing Services and SaaS products are counted in each category, but only counted once in the Total.

Marketing Services clients decreased by 28 thousand, or 7%, as of December 31, 2022 as compared to December 31, 2021. Marketing Services clients increased by 72 thousand, or 23%, as of December 31, 2021 as compared to December 31, 2020. The decrease in Marketing Services clients as of December 31, 2022 was related to the secular decline in the print media industry and significant competition in the digital media space. The increase in Marketing Services clients as of December 31, 2021 was related to the acquisition of Thryv Australia, partially offset by the secular decline in the print media business combined with increasing competition in the digital media space.
SaaS clients increased by 6 thousand, or 13%, as of December 31, 2022 as compared to December 31, 2021. SaaS clients increased by 2 thousand, or 5%, as of December 31, 2021 as compared to December 31, 2020. These increases resulted from our continuing focus on new SaaS client acquisition through improved identification of prospects, improved selling methods, introduction of new product features, and a small but growing international footprint.
Total clients decreased by 22 thousand, or 5%, as of December 31, 2022 as compared to December 31, 2021. Total clients increased by 75 thousand, or 22%, as of December 31, 2021 as compared to December 31, 2020. The primary driver of the decrease in total clients as of December 31, 2022 was the secular decline in the print media business combined with increasing competition in the digital media space, partially offset by an increase in SaaS clients. The primary driver of the increase in total clients as of December 31, 2021 was related to the acquisition of Thryv Australia, partially offset by the secular decline in the print media business combined with increasing competition in the digital media space.
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Monthly ARPU
We define monthly average revenue per unit (“ARPU”) as our total client billings for a particular month divided by the number of clients that have one or more revenue-generating solutions in that same month. For each reporting period, the weighted-average monthly ARPU from all the months in the period are reported. As monthly ARPU varies based on the amounts we charge for our services, we believe it can serve as a measure by which investors can evaluate trends in the types and levels of services across our client base. Our measurement of ARPU helps us understand the rate at which we are monetizing our client base.
Years Ended December 31,
202220212020
ARPU (Monthly)
Marketing Services (1)
$178 $213 $222 
SaaS (1)
369 331 256 
(1)Marketing Services and SaaS ARPU include combined results from both our U.S. and Thryv International Marketing Services and SaaS businesses, respectively.
Monthly ARPU for Marketing Services decreased by $35, or 16%, for the year ended December 31, 2013, we recorded an impairment charge of $458 million, consisting of a non-cash impairment charge of $74 million related2022 compared to the write down of goodwill, and a non-cash impairment charge of $384 million related to the write down of intangible assets.
During the year ended December 31, 2013, we recorded reorganization items of $38 million, including a non-cash write-off of $32 million associated with Dex One's remaining unamortized debt fair value adjustments2021, and $9, or 4%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease in March 2013, and $6 million associated with professional fees.

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As a result of financing activities conducted during 2013, the Company recorded a gain of $9 millionARPU for these periods was related to reduced spend by clients on our print media offerings due to the early extinguishmentsecular decline of the industry, caused by the continuing shift of advertising spend to less expensive digital media. This decrease in ARPU was further driven by a portionreduction of our senior secured credit facilitiesresale of high-spend, low margin third-party local search and display services that were not hosted on our owned and operated platforms.
Monthly ARPU for SaaS increased by $38, or 11%, during the year ended December 31, 2013.
The increase in total assets and long-term debt, including current maturities as of2022 compared to the year ended December 31, 2013, compared to previous periods is primarily the result of the merger between Dex One2021, and SuperMedia.
2012
The Company recorded gains of $140 million related to the early extinguishment of a portion of our senior secured credit facilitiesincreased by $75, or 29%, during the year ended December 31, 2012.

2011
During2021 compared to the year ended December 31, 2011, we recognized a non-cash impairment charge associated with goodwill2020. The increase in ARPU for these periods was driven by our strategic shift to selling to higher spend clients and, at the same time, discontinuing our sale of $801 million.
On February 14, 2011, we completedthe lower-priced tiers of our Thryv platform. In addition, the sale of substantially all net assets of Business.com, including long-lived assets, domain names, trademarks, brands, intellectual property, related contentadd-on features to our Thryv platform such as Thryv Leads and technology platform. AsThryv Pay contributed to Monthly SaaS ARPU growth.
Monthly Active Users - SaaS
We define a monthly active user for SaaS offerings as a client with one or more users who log into our SaaS solutions at least once during the calendar month. Individuals who register for, and use, multiple accounts across computer and mobile devices may be counted more than once, and as a result, we recognizedmay overstate the number of unique users who actively use our Thryv platform within a gain on the sale of these assets of $13 million during the first quarter of 2011.

2010
As a resultmonth. Additionally, some of our emergenceoriginal SaaS clients exclusively use the website features of their Thryv platform which does not require a login and those users are not included in our active users count. For each reporting period, active users from Chapterthe last month in the period are reported. We believe that monthly active users best reflects our ability to engage, retain, and monetize our users, and thereby drive increases in revenue. We view monthly active users as a key measure of user engagement for our Thryv platform.
 As of December 31,
(in thousands)202220212020
Monthly Active Users - SaaS
41 30 28 

Monthly active users increased by 11 in January 2010, financial informationthousand, or 37%, for the Company is presented for the eleven monthsyear ended December 31, 2010. Financial information for2022 compared to the Predecessor Company is presented for the one month ended January 31, 2010.
We recognized a non-cash impairment charge associated with intangible assets of $22 million and a goodwill impairment charge of $1,137 million, for a total impairment charge of $1,159 million during the eleven monthsyear ended December 31, 2010.

2021. Monthly active users increased by 2 thousand, or 7%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The Predecessor Company recorded $7,793 millionnumber of net reorganization items duringmonthly active users increased period-over-period as we continued efforts to increase engagement among our SaaS clients, such as enhancing the one month ended January 31, 2010 comprised of gains of $4,524 million associated with reorganization / settlement of liabilities subject to compromiseinitial sales process, the client onboarding experience, and fresh start accounting adjustments of $3,269 million.

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
lifecycle management. The financial information and the discussion below should be read in conjunction with the accompanying consolidated financial statements and notes thereto. As a result of using the acquisition method of accounting to record the merger of Dex One Corporation ("Dex One") and SuperMedia, Inc. ("SuperMedia") the financial results of SuperMedia prior to April 30, 2013 have been excluded fromincrease was also driven by our consolidated financial results.
Our operating results presented in this report may not be indicative of our future performance.
Overview

Dex Media, Inc. ("Dex Media" or the "Company") is a leading provider of local marketing solutions tofocus on obtaining higher retention, higher spend clients as these clients are more than 490,000 business clients across the United States. Our approximately 1,900 sales employees work directlyengaged with our platform. Additionally, we experienced an increase in engagement from existing clients, to provide multiple local marketing solutions that drive customer leads to our clients and help our clients connectas SMBs increased virtual interactions with their customers.

Our local marketing solutions are primarily sold under various “Dex” and “Super” brands, including print yellow page directories, online local search engine websites, mobile local search applications, and placementcustomers in lieu of our client's information and advertisements on major search engine websites, with which we are affiliated. Our 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.

Our print yellow page directories are co-branded with various local telephone service providers; including Verizon Communications Inc. ("Verizon"), AT&T Corp., CenturyLink, Inc., FairPoint Communications, Inc., and Frontier Communications Corporation. We operate as the authorized publisher of print yellow page directories in some of the markets where they provide telephone service, and we hold multiple agreements governing our relationship with each company, including publishing agreements, branding agreements, and non-competition agreements.

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In 2014, we published more than 1,700 distinct directory titles in 42 states and distributed approximately 100 million directories to businesses and residences in the United States. In 2014, our top ten directories, as measured by revenue, accounted for approximately 5% of our revenue and no single directory or local client accounted for more than 1% of our revenue.

Dex Media was createdin-person interactions as a result of the merger between Dex One and SuperMedia on April 30, 2013. Dex One was the acquiring company.COVID-19 pandemic.


Dex One became the successor registrant to R.H. Donnelley Corporation ("RHDC") upon emergence from Chapter 11 proceedings on January 29, 2010. RHDC was formed on February 6, 1973 as a Delaware corporation.In November 1996, RHDC, then known as
51

Results of Operations

Consolidated Results of Operations
The Dun & Bradstreet Corporation, separated through a spin-off into three separate public companies: The Dun and Bradstreet Corporation, ACNielsen Corporation, and Cognizant Corporation. In June 1998, The Dun & Bradstreet Corporation separated through a spin-off into two separate public companies: RHDC (formerly The Dun & Bradstreet Corporation) and a new company that changed its name to The Dun & Bradstreet Corporation. In January 2003, RHDC acquired the directory business of Sprint Corporation (formerly known as Sprint Nextel Corporation). In September 2004, RHDC completed the acquisition of the directory publishing business of AT&T, Inc. (formerly known as SBC Communications, Inc.) in Illinois and Northwest Indiana, including AT&T's interest in the DonTech II Partnership ("DonTech"), a 50/50 general partnership between RHDC and AT&T. In January 2006, RHDC acquired the exclusive publisher of the directoriesfollowing table sets forth certain consolidated financial data for Qwest Communications International Inc. ("Qwest") where Qwest was the primary local telephone service provider.

SuperMedia became the successor company to Idearc, Inc. upon emergence from Chapter 11 bankruptcy proceedings on December 31, 2009. Idearc Inc. was created in November 2006 when Verizon spun-off its domestic directory business.

Merger and Related Bankruptcy Filing of Dex One and SuperMedia
On December 5, 2012, Dex One entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with SuperMedia, Newdex Inc. ("Newdex"), and Spruce Acquisition Sub, Inc., a direct wholly owned subsidiary of Newdex ("Merger Sub"). The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, (i) Dex One would merge with and into Newdex, with Newdex as the surviving entity and (ii) immediately thereafter, Merger Sub would merge with and into SuperMedia, with SuperMedia as the surviving entity, and become a direct wholly owned subsidiary of Newdex (the "Merger"). As a result of the Merger, Newdex, as successor to Dex One, would be renamed Dex Media, Inc. and become a newly listed company. The Merger Agreement further provided that if either Dex One or SuperMedia were unable to obtain the requisite consents to the Merger from their respective stockholders and to the contemplated amendments to their respective financing agreements from their senior secured lenders to consummate the transactions on an out-of-court basis, the Merger could be effected through voluntary pre-packaged plans of reorganization under Chapter 11 of Title 11 of the United States Code ("Chapter 11" or the "Bankruptcy Code"). Because neither Dex One nor SuperMedia were able to obtain the requisite consents to complete the Merger out of court, each of Dex One and SuperMedia and all of their domestic subsidiaries voluntarily filed pre-packaged bankruptcy petitions under Chapter 11 on March 18, 2013, in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") and requested confirmation of their respective joint pre-packaged Chapter 11 plans (the "Prepackaged Plans"), seeking to effect the Merger and related transactions contemplated by the Merger Agreement.

On April 29, 2013, the Bankruptcy Court held a hearing and entered separate orders confirming each of the Prepackaged Plans. On April 30, 2013, Dex Oneperiods indicated:
Years Ended December 31,
2022 (1)
2021 (2)
(in thousands of $)Amount% of RevenueAmount% of Revenue
Revenue$1,202,388 100 %$1,113,382 100 %
Cost of services422,006 35.1 %408,043 36.6 %
Gross profit780,382 64.9 %705,339 63.4 %
Operating expenses:
Sales and marketing362,432 30.1 %357,813 32.1 %
General and administrative216,406 18.0 %153,902 13.8 %
Impairment charges102,222 8.5 %3,611 0.3 %
Total operating expenses681,060 56.6 %515,326 46.3 %
Operating income99,322 8.3 %190,013 17.1 %
Other income (expense):
Interest expense(60,407)5.0 %(66,374)6.0 %
Other components of net periodic pension benefit (cost)44,612 3.7 %14,829 1.3 %
Other income (expense)15,448 1.3 %(4,154)0.4 %
Income before income tax (expense)98,975 8.2 %134,314 12.1 %
Income tax (expense)(44,627)3.7 %(32,737)2.9 %
Net income$54,348 4.5 %$101,577 9.1 %
Other financial data:
Adjusted EBITDA(3)
$333,342 27.7 %$350,523 31.5 %
Adjusted Gross Profit(4)
$819,150 $758,952 
Adjusted Gross Margin(5)
68.1 %68.2 %

(1)Consolidated results of operations includes Vivial's results of operations subsequent to the January 21, 2022 acquisition date.
(2)Consolidated results of operations includes Thryv Australia's results of operations subsequent to the March 1, 2021 acquisition date.
(3)See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and SuperMedia consummateda reconciliation to Net income, the Mergermost directly comparable measure presented in accordance with GAAP.
(4)See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Profit and other transactions contemplated bya reconciliation to Gross profit, the Merger Agreement and emerged from Chapter 11 protection. Effectivemost directly comparable measure presented in accordance with the emergence from bankruptcy and the consummationGAAP.
(5)See “Non-GAAP Financial Measures” for a definition of Adjusted Gross Margin.

52


Comparison of the Merger, each share of Dex One common stock was converted into 0.2 shares of common stock of Dex Media and each share of SuperMedia common stock was converted into 0.4386 shares of common stock of Dex Media. The common stock of Dex Media is listed on the NASDAQ Stock Market.

Departure/Appointment of Certain Officers

On October 14, 2014, the Company announced the appointment of Joseph A. Walsh as President and Chief Executive Officer of the Company and his electionYear Ended December 31, 2022 to the Company’s Board of Directors. Mr. Walsh succeeds Peter J. McDonald, who retired asYear Ended December 31, 2021

Revenue
The following table summarizes revenue by business segment for the Company’s Chief Executive Officer and Director, effective October 14, 2014. To ensure a smooth transition of his responsibilities,periods indicated:
Years Ended December 31,Change
2022 (1)
2021 (2)
Amount%
(in thousands of $)(unaudited)
Thryv U.S.
Marketing Services$820,032 $797,493 $22,539 2.8 %
SaaS211,801 170,498 41,303 24.2 %
Thryv International
Marketing Services166,010 144,837 21,173 14.6 %
SaaS4,545 554 3,991 NM
Total Revenue$1,202,388 $1,113,382 $89,006 8.0 %
(1)    Thryv U.S. Marketing Services includes Vivial revenue subsequent to the Company and Mr. McDonald entered into a twelve month consulting services agreement.Vivial Acquisition.


30


In November 2014,(2)    Thryv International includes Thryv Australia revenue subsequent to the Company announced the appointment of several new executive team members, including Mr. Paul D. Rouse, who became the Company’s Executive Vice President - Chief Financial Officer and Treasurer, effective upon the resignation of Mr. Samuel D. Jones as the Executive Vice President - Chief Financial Officer and Treasurer of the Company, on November 14, 2014.Thryv Australia Acquisition.

The Company also announced the resignation of Frank P. Gatto, the Company’s Executive Vice President - Operations. To ensure a smooth transition of their responsibilities, each of Mr. Jones and Mr. Gatto entered into a twelve month consulting services agreement with the Company.
Business Transformation Program
On December 11, 2014, the Company announced an organizational restructuring program, the costs of which the Company has identified as business transformation costs. The program is designed to reorganize and strategically refocus the Company. The program includes the launch of virtual sales offices, enabling the Company to eliminate field sales offices, the automation of the sales process, integration of systems to eliminate duplicative systems and workforce reductions. The Company expects charges associated with the program to range from $70Total Revenue increased by $89.0 million, to $100 million, and to be incurred in 2014 and throughout 2015.

Duringor 8.0%, for the year ended December 31, 2014,2022 compared to the Company recorded a severance charge associated with the business transformation programyear ended December 31, 2021. The increase in total Revenue was driven primarily by an increase in Thryv U.S. SaaS Revenue of $43$41.3 million, which includes severance associated with our former PresidentThryv U.S Marketing Services Revenue of $22.5 million and Chief Executive Officer, our former Executive Vice President - Chief Financial Officer and Treasurer, and our former Executive Vice President - OperationsThryv International Marketing Services Revenue of $10$21.2 million. The total severance charge was recorded in accordance with the Company’s existing severance program, without enhancement, and represents the cost of the Company's workforce reduction plan to lay off approximately 1,000 employees, beginning in the fourth quarter of 2014 and continuing through 2015.

Thryv U.S. Revenue
Business transformation costs are recorded as general and administrative expense in our 2014 consolidated statement of comprehensive income (loss).Marketing Services Revenue

Additional charges associated with lease terminations, costs associated with system consolidations and relocation costs will be incurred beginning in 2015.

For additional information regarding business transformation costs, see Note 5 to our consolidated financial statements included in this report.

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 and its wholly owned subsidiaries. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. All inter-company accounts and transactions have been eliminated. The Company is managed as a single business segment.

In the periods subsequent to filing for bankruptcy on March 18, 2013 and until emergence from bankruptcy on April 30, 2013, Accounting Standards Codification ("ASC") 852 “Reorganizations" ("ASC 852") was applied in preparing the consolidated financial statements of Dex One.  ASC 852 requires that the financial statements distinguish transactions and events that are directly associated with the bankruptcy reorganization from the ongoing operations of the business. Accordingly, certain expenses including professional fees, realized gains and losses and provisions for losses that are realized from the reorganization and restructuring process have been classified as reorganization items on the Company's consolidated statements of comprehensive income (loss). 
The Company accountedThryv U.S. Marketing Services revenue increased by $22.5 million, or 2.8%, for the mergeryear ended December 31, 2022 compared to the year ended December 31, 2021.
Print revenue increased by $20.5 million, or 5.6%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This increase was primarily driven by the Vivial Acquisition and the result of Dex One and SuperMedia creating Dex Media, usingincreasing the acquisition methodterms of accounting in accordance with ASC 805 “Business Combinations” (“ASC 805”).our new Print publications from 15 months to 18 months. As a result, the revenue recognized upon delivery was based on a 18 month contract value for publications with new terms. The increase was partially offset by the secular decline in industry demand for Print services that resulted in a 14% decline in revenue compared to the year ended December 31, 2021, net of using the acquisition methodimpact of accountingpublication timing differences caused by our Print agreements having greater than 12 month terms. Print revenue is recognized upon delivery of the published directories. Individual directory titles have different lifecycles, with a typical lifecycle of 15 months for books published during the year ended December 31, 2021. Starting in the three months ended June 30, 2022, the typical life cycle was extended to record18 months for new directories. The titles published during the mergeryear ended December 31, 2022 are therefore different, and have longer terms, than the titles published during the year ended December 31, 2021 and represented more revenue than the titles published during the year ended December 31, 2021.
Digital revenue increased by $2.0 million, or 0.5%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. This increase was primarily driven by Digital revenue as a result of Dex Onethe Vivial Acquisition. This increase was partially offset by a continued trending decline in the Company’s Marketing Services client base and SuperMedia,significant competition in the financial results of SuperMedia priorconsumer search and display space, particularly from large, well-capitalized businesses such as Google, Yelp and Facebook.
SaaS Revenue

Thryv U.S. SaaS revenue increased by $41.3 million, or 24.2%, for the year ended December 31, 2022 compared to April 30, 2013 have been excluded fromthe year ended December 31, 2021. The increase was driven by increased demand for our consolidated financial results. For additional information regarding the merger and acquisition accounting, see Note 2 to our consolidated financial statements included in this report.Thryv SaaS product as SMBs
Certain prior period amounts on our consolidated financial statements have been reclassified to conform to current year presentation.

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accelerate their move away from manual processes and towards cloud platforms to more efficiently manage and grow their businesses, and by our success in re-focusing our go-to-market and onboarding strategy to target higher value clients.
Use of EstimatesThryv International Revenue

Marketing Services Revenue
The preparation of the Company’s financial statements requires management to make estimates and judgments that affect the reported amount of assets and liabilities,Thryv International Marketing Services 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 significant estimates include the allowance for doubtful accounts, the recoverability and fair value determination of property, plant and equipment, goodwill, intangible assets and other long-lived assets, pension assumptions and estimates of selling prices that are used for multiple element arrangements.

Acquisition Accounting

On April 30, 2013, the merger of Dex One and SuperMedia was consummated, with 100% of the equity of SuperMedia being exchanged for 6.9increased by $21.2 million, Dex Media common shares that were issued to former SuperMedia shareholders at the converted $11.90 per share price, which equated to a fair value of common stock issued of $82 million.
We accounted or 14.6%, for the merger using the acquisition method of accounting in accordance with ASC 805, with Dex One identified as the acquiring entity for accounting purposes. Dex One was considered the acquiring entity for accounting purposes based on certain criteria including, but not limited to, the fact that (1) upon consummation of the merger, Dex One shareholders held approximately 60% of the common stock of Dex Media asyear ended December 31, 2022 compared to approximately 40% held by SuperMedia shareholders and (2) Dex One's chairman ofthe ten months ended December 31, 2021. As the board of directors continued asThryv Australia Acquisition was completed on March 1, 2021, no revenue was recognized for Thryv International during the chairman oftwo months ended February 28, 2021. In addition, upon the board of directors of Dex Media.
We preparedThryv Australia Acquisition, the appraisals necessarydeferred revenue balance assumed was reduced due to assess the fair values of the SuperMedia tangible and intangible assets acquired and liabilities assumed, and goodwill, which represented the excess of the purchase price overallocation, which negatively impacted revenue recognized in the fair value often months ended December 31, 2021 by $37.9 million. These increases in revenue were partially offset by lower Print revenue resulting from the net tangible and intangible assets acquired, recognized as of the acquisition date. The income approach was utilizedsecular decline in determining the fair value of the intangible assets, which consist of directoryindustry demand for Print services agreements with certain local telephone service providers, client relationships, trademarks and domain names, and patented technologies. The market approach was utilized to determine the fair value of SuperMedia's debt obligations. As of March 31, 2014, the measurement period in Australia.
SaaS Revenue
Thryv International SaaS revenue increased $4.0 million for the acquisitionyear ended December 31, 2022 compared the ten months ended December 31, 2021. The increase was finalized.driven by increased demand for our Thryv platform as we continue to increase sales to SMBs in Australia.
Purchase Price AllocationCost of Services

 (in millions)
Fair value of assets acquired 
Cash and cash equivalents$154
Accounts receivable111
Unbilled accounts receivable316
Other current assets64
Fixed assets and capitalized software42
Intangible assets635
Goodwill389
Pension assets58
Other non-current assets4
Total fair value of assets acquired$1,773
  
Fair value of liabilities acquired 
Accounts payable and accrued liabilities$114
Long-term debt (including current maturities)1,082
Employee benefit obligations99
Unrecognized tax benefits45
Deferred tax liabilities351
Total fair value of liabilities acquired$1,691
  
Total allocable purchase price$82

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Common Stock
Cost of services increased by $14.0 million, or 3.4%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. The Merger Agreement provided that each issuedincrease was primarily attributable to $25.4 million of printing, distribution and outstanding share of SuperMedia common stock be converted intodigital and fulfillment support costs, primarily related to the rightVivial Acquisition. Contract services also increased $17.8 million, primarily related to receive 0.4386 shares of Dex Media common stock. As of April 30, 2013, 15.6 million shares of SuperMedia common stock were issuedthe Vivial Acquisition and outstanding, which resultedcontinued investments in the issuance of 6.9Thryv platform. The increase was partially offset by a $14.9 million shares of Dex Media common stock. Dex One shareholders received 0.2 shares of Dex Media common stock for each share of Dex One common stock that they owned, which reflects a 1-for-5 reverse stock split of Dex One common stock. The closing trading price of Dex One common stock on April 30, 2013 of $2.38, when adjusted fordecrease in depreciation and amortization expense, driven by the 1-for-5 reverse stock split equated to a Dex Media common stock value of $11.90 per share. The 6.9 million Dex Media shares issued to former SuperMedia shareholders ataccelerated amortization method used by the converted $11.90 per share price equated to a fair value of common stock issued of $82 million.
Long-term debt including current maturities
As a result of acquisition accounting, SuperMedia's outstanding debt was adjusted to a fair value of $1,082 million, from its face value of $1,442 million, resulting in a discount of $360 million being recognized. The discount will be amortized to interest expense over the remaining term of the SuperMedia senior secured credit facilities using the effective interest method. For additional information on debt, see Note 8 to our consolidated financial statements included in this report.
Goodwill and Intangible Assets
The goodwill of $389 million that was recorded as part of the acquisition represents the expected synergies and residual benefits that Dex Media believes will result from the combined operations. Company. The Company has determined that the $389 million of acquired goodwill is not deductible for tax purposes. Subsequent to the merger, as disclosed in our 2013 Annual Report on Form 10-K, the Company recorded a $74 million goodwill impairment charge. For additional information on goodwill and intangible assets, see Note 3 to our consolidated financial statements included in this report.
The fair value of intangible assets acquired of $635 million was determined using valuation techniques consistent with the income approach to measure fair value. The directory services agreements with certain local telephone service providers and client relationships were valued utilizing the excess earnings approach. The excess earnings attributable to the directory services agreements and client relationships were discounted utilizing a weighted average cost of capital of 21%. The trademark and domain names and patented technologies were valued utilizing the relief from royalty approach. The estimated remaining useful lives were estimated based on the future economic benefit to be received from the assets. The intangible assets are being amortized utilizinguses the income forecast method, which is an accelerated amortization method that assumes the remaining value derived from theseof the intangible assetsasset is greater in the earlier years and then steadily declines over time based on expected future cash flows.
The following table sets forth the components of the intangible assets acquired.Gross Profit

  Fair Value   Estimated Useful Lives
  (in millions) 
Directory services agreements $145
5 years
Client relationships 420
3 years
Trademarks and domain names 60
5 years
Patented technologies 10
4 years
Total fair value of intangible assets acquired $635
 
Deferred Revenue, Deferred Directory Costs, and Unbilled Accounts Receivable
Prior to the merger with Dex One, SuperMedia had $386Gross profit increased by $75.0 million, of deferred revenue and $122 million of deferred directory costs on its consolidated balance sheet. As a result of acquisition accounting, the fair value of deferred revenue at April 30, 2013 for SuperMedia was determined to have no value, equating to $386 million of revenue that would have been amortized by SuperMedia from May 2013 through April 2014, that was not recognized by Dex Media. SuperMedia had minimal, if any, remaining performance obligations related to its clients who have previously contracted for advertising, thus, no value was assigned to its deferred revenue. The fair value of deferred directory costs as of April 30, 2013 for SuperMedia was determined to have no value, other than paper held in inventory and prepayments associated with future publications. These costs do not have any future value since SuperMedia has already incurred the costs to produce the clients' advertising and does not anticipate to incur any significant additional costs associated with those published directories. This equated to $93 million of cost that would have been amortized by SuperMedia from May 2013 through April 2014, that was not recognized by Dex

33


Media. The exclusion of these results from the consolidated statements of comprehensive income (loss) of Dex Media, did not impact our cash flows.
In connection with acquisition accounting, the fair value of SuperMedia's unbilled accounts receivable was determined to be $316 million. Unbilled accounts receivable represents amounts that are not billable at the balance sheet date, but are billed over the remaining life of the clients' advertising contracts.
Results of SuperMedia
As a result of acquisition accounting, SuperMedia's historical results through April 30, 2013 have not been included in the Company's consolidated results.
Merger Transaction Costs
The Company cumulatively incurred $42 million of merger transaction costs. Of this amount, $8 million represents deferred financing costs associated with the amendments of Dex One's senior secured credit facilities. This amount was recorded to other assets on the Company's consolidated balance sheet and will be amortized to interest expense over the remaining term of the related Dex One senior secured credit facilities using the effective interest method. The remainder of these costs, which include one-time costs associated with investment bankers, legal, and professional fees, were expensed as part of general and administrative expense on the Company's consolidated statements of comprehensive income (loss). Of these costs, $22 million and $12 million were incurred and expensed during the years ended December 31, 2013 and 2012, respectively. For additional information on merger related costs, see Note 4 to our consolidated financial statements included in this report.
Pro Forma Information
The unaudited pro forma information below presents the combined operating results of Dex Media, with results prior to the acquisition date adjusted, as if the transaction had occurred January 1, 2012. These pro forma adjustments include adjustments associated with the amortization of the acquired intangible assets, the elimination of merger transaction costs, the impacts of the adjustment to interest expense to reflect the incremental change in interest rates associated with credit facility interest rate amendments, the amortization of deferred financing costs associated with Dex One and the amortization of the long-term debt fair value adjustment to SuperMedia's senior secured credit facility. The 2013 pro forma results have been adjusted to include the operating results of SuperMedia from January 1, 2013 to April 30, 2013 and the impact to revenue and expense associated with SuperMedia's deferred revenue and deferred directory cost estimates associated with directories published between January 1, 2013 and April 30, 2013, which were written off as a result of acquisition accounting as of April 30, 2013. and thus not recognized in our GAAP operating results.
The historical financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable and (3) expected to have a continuing impact on the combined results of Dex One and SuperMedia. The unaudited pro forma results below are presented for illustrative purposes only and do not reflect the realization of potential cost savings. These pro forma results do not purport to be indicative of the results that would have actually been obtained if the merger had occurred on January 1, 2012, nor does the pro forma data intend to be a projection of results that may be obtained in the future.
Unaudited Pro Forma Results
 Years Ended December 31,
 20132012
  
Operating revenue$2,184
$2,070
Net (loss)$(621)$(141)
Operating Revenue

Revenue is earned from the sale of advertising. The sale of advertising in print directories is the primary source of revenue. We recognize revenue from print directory advertising ratably over the life of each directory which is typically twelve months, using the deferral and amortization method of accounting, with revenue recognition commencing in the month of publication.

Revenue derived from digital advertising is earned primarily from two sources: fixed-fee and performance-based advertising. Fixed-fee advertising includes advertisement placement on our and other local search websites, website development and

34


website hosting for client advertisers. Revenue from fixed-fee advertising is recognized ratably over the life of the advertising service. Performance-based advertising revenue is earned when consumers connect with client advertisers by a "click" or “action” on their digital advertising or a phone call to their business. Performance-based advertising revenue is recognized when there is evidence that qualifying transactions have occurred or over the service period of the arrangement, as applicable.

We also offer multiple-deliverable revenue arrangements with our customers that may include a combination of our print and digital marketing solutions. The timing of delivery or fulfillment of our marketing solutions in a multiple-deliverable arrangement may differ, whereby the fulfillment of a digital marketing solutions precedes delivery of our print marketing solutions due to the length of time required to produce the final print product. In addition, multiple print directories included in a multiple-deliverable arrangement may be published at different times throughout the year. We limit the amount of revenue recognized for delivered elements to the amount that is not contingent on the future delivery or fulfillment of other marketing solutions included in a multiple-deliverable arrangement.
We have been experiencing reduced advertising sales and revenue over the past several years driven by reduced advertiser spending, reflecting continued competition from other advertising media (including the Internet, cable television, newspaper and radio). For the years ended December 31, 2014 and 2013, net advertising sales declined 13.8% and 15.1% compared to 2013 and 2012, respectively. If the factors driving these declines continue, then we will continue to experience declining advertising sales and revenues.

To mitigate the effect of declining advertising sales and revenue, we continue to actively manage expenses and streamline operations to reduce our cost structure.

Operating Expense

Operating expense is comprised of five expense categories: (1) selling, (2) cost of service, (3) general and administrative, (4) depreciation and amortization, and (5) impairment charge.

Selling.  Selling expense represents the cost to acquire new clients and renew the advertising of existing clients. Selling expense includes the sales and sales support organizations, including base salaries and sales commissions paid to our local sales force, national sales commissions paid to independent certified marketing representatives, sales training, advertising and client care expenses. Sales commissions are amortized over the average life of the directory or advertising service, which is typically twelve months. All other selling costs are expensed as incurred. For the year ended December 31, 2014, selling expense of $436 million represented 24.0% of total operating expense and 24.0% of total operating revenue.

Cost of Service.  Cost of service represents the cost to fulfill and maintain our advertising services to our clients. Cost of service includes the costs of producing and distributing print directories and online local search services; including publishing operations, paper, printing, distribution, website development, and Internet traffic costs for placement of our clients' information and advertisements on search engine websites with whom we are affiliated. Costs attributable to producing print directories are amortized over the average life of a directory, which is typically twelve months. These costs include the amortization of paper, printing and initial distribution of print directories. All other costs are expensed as incurred. For the year ended December 31, 2014, cost of service of $576 million represented 31.7% of total operating expense and 31.7% of total operating revenue.

General and Administrative.  General and administrative expense includes corporate management and governance functions, which are comprised of finance, human resources, legal, investor relations, billing and receivables management. In addition, general and administrative expense includes bad debt, operating taxes, insurance, stock-based compensation, severance expense, and other general corporate expenses. All general and administrative costs are expensed as incurred. For the year ended December 31, 2014, general and administrative expense of $164 million represented 9.0% of total operating expense and 9.0% of total operating revenue.

Depreciation and Amortization.  Depreciation and amortization expense includes depreciation expense associated with property, plant and equipment and amortization expense associated with capitalized internal use software and other intangible assets. For the year ended December 31, 2014, depreciation and amortization expense of $643 million represented 35.3% of total operating expense and 35.4% of total operating revenue.

Impairment Charge. Impairment charge includes non-cash charges associated with the impairment of goodwill and intangible assets. No impairment charges were recorded10.6%, for the year ended December 31, 2014. For2022 compared to the year ended December 31, 2013, we recorded a total impairment charge of $458 million, consisting of a non-cash impairment charge of $74 million related2021. Our gross margin increased by 150 basis points, to

35


the write down of goodwill, and a non-cash impairment charge of $384 million related to the write down of intangible assets. No impairment charges were recorded 64.9%, for the year ended December 31, 2012. For additional information related2022 compared to the goodwill and intangible asset impairments, see Note 3 to our consolidated financial statements included in this report.

Interest Expense
Interest expense, net of interest income, is primarily comprised of interest expense associated with our debt obligations offset by interest income. For the year ended December 31, 2014, interest expense, net of interest income, was $356 million.

Reorganization Items
Reorganization items represent charges that are directly associated with the process of reorganizing the business under Chapter 11 of the Bankruptcy Code, and include certain expenses, realized gains and losses, and provisions for losses resulting from the reorganization. Reorganization items include provisions and adjustments to record the carrying value of certain pre-petition liabilities at their estimated allowable claim amounts, as well as professional advisory fees and other costs incurred as a result of our bankruptcy proceeding.

No reorganization expenses were recorded63.4% for the year ended December 31, 2014. During the year ended December 31, 2013, the Company recorded reorganization items of $382021. These increases were primarily due to higher revenue from Thryv International marketing services and growth in our SaaS segments.

Operating Expenses

Sales and Marketing

Sales and marketing expense increased by $4.6 million, including a non-cash write-off of $32 million associated with Dex One's remaining unamortized debt fair value adjustments in March 2013, and $6 million associated with professional fees. No reorganization expenses were recordedor 1.3%, for the year ended December 31, 2012.

Gains on Early Extinguishment of Debt
Gains on early extinguishment of debt represents the gains associated with the purchase of a portion of the Company's debt below par value. During the years ended December 31, 2014, 2013 and 2012, the Company recorded gains on early extinguishment of debt of $2 million, $9 million and $140 million, respectively.

Provision (Benefit) for Income Taxes

The Company provides for income taxes for United States federal and various state jurisdictions. Our provision includes current and deferred taxes for these jurisdictions, as well as the impact of uncertain tax benefits for the estimated tax positions taken on tax returns and the impact regarding future realization of deferred tax assets. For2022 compared to the year ended December 31, 2014, we recorded an income tax provision2021. The increase was primarily attributable to $12.8 million of $13 million.

Results of Operations
Prioradditional employee-related costs primarily related to the merger with Dex One on April 30, 2013, SuperMedia had $386acquisitions of Thryv Australia and Vivial, and an increase in commission expenses of $13.3 million of deferred revenue and $122 million of deferred directory costs on its consolidated balance sheet. As as a result of acquisition accounting, the fair value of deferred revenue at April 30, 2013 for SuperMediaVivial Acquisition and higher Thryv platform sales. The increase was determinedpartially offset by a $6.8 million decrease in contract services, due to have no value, equating to $386strategic cost-saving initiatives, and a $11.8 million of revenue that would have been amortized by SuperMedia from May 2013 through April 2014, that was not recognized by Dex Media. SuperMedia had minimal, if any, remaining performance obligations related to its clients who have previously contracted for advertising, thus, no value was assigned to its deferred revenue. The fair value of deferred directory costs as of April 30, 2013 for SuperMedia was determined to have no value, other than paper held decrease in inventory and prepayments associated with future publications. These costs do not have any future value since SuperMedia has already incurred the costs to produce the clients' advertising and does not anticipate to incur any significant additional costs associated with those published directories. This equated to $93sales promotion expenses.

General and Administrative

General and administrative expense increased by $62.5 million, of cost that would have been amortized by SuperMedia from May 2013 through April 2014, that was not recognized by Dex Media.

36


Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
The following table sets forth our consolidated operating resultsor 40.6%, for the yearsyear ended December 31, 20142022 compared to the year ended December 31, 2021. This increase was primarily attributable to an increase in employee-related costs, driven by the acquisitions of Thryv Australia and 2013.Vivial of $25.5 million, bad debt expense of $8.5 million, a $5.7 million gain on the sale of assets recognized in 2021, contract services of $4.3 million and share-based compensation expense of $3.4 million. General and administrative expenses also increased $18.4 million, as a result of higher software costs and other expenses related to the Vivial Acquisition, and $5.9 million as a result of depreciation and amortization expense, driven by the accelerated amortization method used by the Company. The Company uses the income forecast method, which is an accelerated amortization method that assumes the remaining value of the intangible asset is greater in the
54


Year Ended December 31,20142013Change% Change
 (in millions, except %)
Operating Revenue$1,815
$1,444
$371
25.7 %
Operating Expenses    
Selling436
383
53
13.8 %
Cost of service (exclusive of depreciation and amortization)576
479
97
20.3 %
General and administrative164
209
(45)(21.5)%
Depreciation and amortization643
765
(122)(15.9)%
Impairment charge—
458
(458)(100.0)%
Total Operating Expenses1,819
2,294
(475)(20.7)%
Operating (Loss)(4)(850)846
(99.5)%
Interest expense, net356
316
40
12.7 %
(Loss) Before Reorganization Items, Gains on Early Extinguishment of Debt and Provision (Benefit) for Income Taxes(360)(1,166)806
(69.1)%
Reorganization items—
38
(38)(100.0)%
Gains on early extinguishment of debt2
9
(7)(77.8)%
(Loss) Before Provision (Benefit) for Income Taxes(358)(1,195)837
(70.0)%
Provision (benefit) for income taxes13
(376)389
NM
Net (Loss)$(371)$(819)$448
(54.7)%
earlier years and then steadily declines over time based on expected future cash flows. These increases were partially offset by a $12.4 million decrease in transaction costs related to the Thryv Australia Acquisition, which occurred in the first quarter of 2021.

Impairment Charges
Operating Revenue
Operating revenue of $1,815Impairment charges increased by $98.6 million for the year ended December 31, 2014 increased $3712022 compared to the year ended December 31, 2021. Impairment charges of $102.2 million were incurred primarily as a result of a goodwill impairment in our U.S. Marketing Services segment during the year ended December 31, 2022, while $3.6 million of impairment chargeswere recognized during the year ended December 31, 2021.

Other Income (Expense)

Interest Expense
Interest expense decreased by $6.0 million, or 25.7%9.0%, for the year ended December 31, 2022 compared to $1,444the year ended December 31, 2021, driven primarily by lower outstanding debt balances resulting from payments of $112.5 million made on our Term Loan, partially offset by the impact of higher interest rates during the year ended December 31, 2022, compared to the year ended December 31, 2021,

Other Components of Net Periodic Pension Benefit (Cost)
Other components of net periodic pension benefit (cost) increased by $29.8 million for the year ended December 31, 2013. The variance in revenue2022. This change was impacted by the inclusionprimarily due to a remeasurement gain of SuperMedia's operating revenue for$43.6 million recognized during the year ended December 31, 2014, and2022, compared to a remeasurement gain of $13.4 million recognized during the exclusion of portions of SuperMedia's 2013 operating revenue related to the impacts of acquisition accounting. As a result of acquisition accounting associated with our merger with SuperMedia effective April 30, 2013, operating revenues related to SuperMedia's operations of $30 million and $740 million for the yearsyear ended December 31, 2014 and 2013, respectively, were not included2021. The net actuarial gain in our operating revenue. This increase was partially offset by the decline in operating revenue due to reduced advertiser spending, reflecting continued competition from other advertising media (including the Internet, cable television, newspaper and radio).
Operating Expense
Operating expensebenefit obligations of $1,819$45.1 million for the year ended December 31, 2014 decreased $4752022 was a result of gains attributable to increasing discount rates due to changes in the corporate bond markets and economic and demographic assumption updates, partially offset by losses attributable to actual asset performance falling short of expectations and plan experience different than expected.

Other Income (Expense)

During the year ended December 31, 2022, the Company recognized other income of $15.4 million, which primarily represents the $10.9 million bargain purchase gain as a result of the Vivial Acquisition and foreign currency-related gains. During the year ended December 31, 2021, the Company incurred other expense of $4.2 million, which included a loss of $3.1 million primarily resulting from the termination of leaseback obligations associated with land and a building in Tucker, Georgia, and foreign currency-related expenses.

Income Tax (Expense) Benefit

Income tax (expense) increased by $11.9 million, or 20.7%36.3%, compared to $2,294 million for the year ended December 31, 2013.2022 compared to the year ended December 31, 2021. The variance in operating expenseeffective tax rate was impacted by the inclusion of SuperMedia's operating expenses45.1% and 24.4% for the year ended December 31, 2014,2022 and 2021, respectively. The effective tax rate differs from the 21.0% U.S. Federal statutory rate primarily due to our geographic mix of taxable income in various tax jurisdictions, and tax permanent differences primarily attributable to the impact of the goodwill impairment allocated to non-deductible goodwill and non-deductible executive compensation.

Adjusted EBITDA

Adjusted EBITDA decreased by $17.2 million, or 4.9%, for the year ended December 31, 2022 compared to the year ended December 31, 2021. The decrease in Adjusted EBITDA was primarily driven by the secular decline in both our Thryv U.S. and International Marketing Services segments. These decreases were partially offset by increased revenue in the Thryv International Marketing Services segment due to an adjustment recognized upon the Thryv Australia Acquisition to reduce the deferred revenue balance assumed, which negatively impacted revenue recognized in the year ended December 31, 2021. These decreases were further offset by the impact of the results in our U.S. SaaS segment, the Vivial Acquisition and the exclusionresult of portionsincreasing the terms of SuperMedia's 2013 operating expenses relatedour print publications from 15 months to 18 months in our Thryv U.S. Marketing Services segment. See “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation to Net income, the most directly comparable measure presented in accordance with GAAP.
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Years Ended December 31, 2021 and 2020

For a discussion of the year ended December 31, 2021 compared to the impactsyear ended December 31, 2020, refer to Part II, Item 7, "Management's Discussion and Analysis of acquisition accounting. As a resultFinancial Condition and Results of acquisitionOperations" in our Annual Report on Form 10-K year ended December 31, 2021.

Non-GAAP Financial Measures

We prepare our consolidated financial statements in accordance with accounting associatedprinciples generally accepted in the United States. We also present Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin, as defined below, as non-GAAP financial measures in this Annual Report.
We have included Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin in this report because management believes they provide useful information to investors in gaining an overall understanding of our current financial performance and provide consistency and comparability with past financial performance. Specifically, we believe Adjusted EBITDA provides useful information to management and investors by excluding certain non-operating items that we believe are not indicative of our core operating results. In addition, Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin are used by management for budgeting and forecasting as well as measuring the Company’s performance. We believe Adjusted EBITDA, Adjusted Gross Profit, and Adjusted Gross Margin provide investors with the financial measures that closely align with our mergerinternal processes.
We define Adjusted EBITDA (“Adjusted EBITDA”) as Net income plus Interest expense, Income tax expense (benefit), Depreciation and amortization expense, Restructuring and integration expenses, Transaction costs, Stock-based compensation expense (benefit), Impairment charges and non-operating expenses, such as, Other components of net periodic pension (benefit) cost, Non-cash (gain) loss from remeasurement of indemnification asset, and certain unusual and non-recurring charges that might have been incurred. Adjusted EBITDA should not be considered as an alternative to Net income (loss) as a performance measure. We define Adjusted Gross Profit (“Adjusted Gross Profit”) and Adjusted Gross Margin (“Adjusted Gross Margin”) as Gross profit and Gross margin, respectively, adjusted to exclude the impact of depreciation and amortization expense and stock-based compensation expense (benefit).
Non-GAAP financial information has limitations as an analytical tool and is presented for supplemental informational purposes only. Such information should not be considered a substitute for financial information presented in accordance with SuperMedia effective April 30, 2013, operating expenses relatedU.S. GAAP and may be different from similarly-titled non-GAAP measures used by other companies.
The following is a reconciliation of Adjusted EBITDA to SuperMedia's operations of $9 million and $353 million forits most directly comparable GAAP measure, Net income:
Years Ended December 31,
(in thousands)202220212020
Reconciliation of Adjusted EBITDA
Net income$54,348 $101,577 $149,221 
Impairment charges102,222 3,611 24,911 
Depreciation and amortization expense88,392 105,473 146,523 
Interest expense60,407 66,374 68,539 
Income tax expense (benefit)44,627 32,737 (107,983)
Restructuring and integration expenses (1)
17,804 18,145 28,459 
Stock-based compensation expense (benefit) (2)
14,628 8,094 (2,895)
Transaction costs (3)
6,119 25,059 20,999 
Other components of net periodic pension (benefit) cost (4)
(44,612)(14,829)42,236 
Non-cash (gain) loss from remeasurement of indemnification asset (5)
(2,148)(1)5,443 
Other (6)
(8,445)4,283 (3,614)
Adjusted EBITDA$333,342 $350,523 $371,839 
(1)    For the years ended December 31, 20142022 and 2013, respectively, were not included in our operating expenses. Additionally, the decrease in operating expense was driven by a total impairment charge of $458 million, recorded in 2013, consisting of a non-cash impairment charge of $74 million related to the write down of goodwill, and a non-cash impairment charge of $384 million related to the write down of intangible assets. Additional expense reductions are described below.
Selling. Selling expense of $436 million for the year ended December 31, 2014 increased $53 million, or 13.8%, compared to $383 million for the year ended December 31, 2013. The variance in selling expense was impacted by the inclusion of SuperMedia's selling expenses for the year ended December 31, 2014, and the exclusion of portions of SuperMedia's 2013 selling2021, expenses related to the impactsperiodic efforts to enhance efficiencies and reduce costs, and included severance benefits, loss on disposal of acquisition accounting. As a result of acquisition accountingfixed assets and capitalized software, and costs associated with our merger with SuperMedia effective April 30, 2013, selling expenses related to SuperMedia's operations of $4 millionabandoned facilities and $140 million for the years ended December 31, 2014 and 2013, respectively, were not included in our selling expenses. Additionally, we incurred lower employee related costs, sales commissions, and national advertising during 2014.

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Cost of Service. Cost of service expense of $576 million for the year ended December 31, 2014 increased $97 million, or 20.3%, compared to $479 million for the year ended December 31, 2013. The variance in cost of service expense was impacted by the inclusion of SuperMedia's cost of service expenses for the year ended December 31, 2014, and the exclusion of portions of SuperMedia's 2013 cost of service expenses related to the impacts of acquisition accounting. As a result of our merger with SuperMedia effective April 30, 2013, cost of service expenses related to SuperMedia's operations of $4 million and $149 million for the years ended December 31, 2014 and 2013, respectively, were not included in our cost of service expenses. Additionally, we incurred lower printing and distribution costs as a result of lower volumes during 2014 and reduced employee related costs. These reductions were partially offset by higher digital fulfillment costs during 2014.
General and Administrative. General and administrative expense of $164 million for the year ended December 31, 2014 decreased $45 million, or 21.5%, compared to $209 million for the year ended December 31, 2013. The variance in general and administrative expense was impacted by the inclusion of SuperMedia's general and administrative expenses for the year ended December 31, 2014, and the exclusion of portions of SuperMedia’s 2013 general and administrative expenses related to the impacts of acquisition accounting. As a result of our merger with SuperMedia effective April 30, 2013, general and administrative expenses related to SuperMedia’s operations of $1 million and $23 million for the years ended December 31, 2014 and 2013, respectively, were not included in our general and administrative expenses. Additionally, the decrease in general and administrative expense was driven by certain one-time credits to expense during the year ended December 31, 2014. The Company recorded a $29 million credit to expense associated with a plan amendment to its long-term disability plans. The Company also recorded a $13 million credit to expense associated with the settlement of plan amendments to its other post-employment benefits ("OPEB"), which eliminated the Company’s obligation to provide a subsidy for retiree health care. Additionally, the Company recorded a $10 million credit to expense associated with the settlement of a liability under a publishing agreement and recorded $5 million in credits to expense associated with the reduction of certain operating tax liabilities. No merger transaction costs were incurred during the year ended December 31, 2014, while we incurred $22 million of merger transaction costs for the year ended December 31, 2013. We incurred $41 million of merger integration costs, which included $13 million of severance costs, for the year ended December 31, 2014, compared to $54 million of merger integration costs, which included $32 million of severance costs, for the year ended December 31, 2013. Additionally, the Company recorded a $3 million charge during the year ended December 31, 2014, compared to a $5 million charge during the year ended December 31, 2013 to adjust the Los Alamitos property to its estimated fair value. These decreases in expenses were partially offset by business transformation costs of $43 million, which represents severance costs (including $10 million associated with our former President and Chief Executive Officer, former Executive Vice President - Chief Financial Officer and Treasurer, and former Executive Vice President - Operations), incurred during the year ended December 31, 2014, while no business transformation costs were incurred during the year ended December 31, 2013. The Company also incurred higher legal settlements of $5 million in 2014. Bad debt expense of $26 million for the year ended December 31, 2014 increased by $3 million, or 13.0%, compared to $23 million for the year ended December 31, 2013. Bad debt expense as a percent of total operating revenue was 1.4% for the year ended December 31, 2014, compared to 1.6% for the year ended December 31, 2013.
Depreciation and Amortization. Depreciation and amortization expense of $643 million for the year ended December 31, 2014 decreased $122 million, or 15.9%, compared to $765 million for the year ended December 31, 2013. The variance in depreciation and amortization expense was impacted by the inclusion of SuperMedia's depreciation and amortization expenses for the year ended December 31, 2014, and the exclusion of portions of SuperMedia's 2013 depreciation and amortization expenses related to the impacts of acquisition accounting. As a result of our merger with SuperMedia effective April 30, 2013, depreciation and amortization expenses related to SuperMedia’s operations of $41 million for the year ended December 31, 2013 were not included in our depreciation and amortization expense. Additionally, amortization expense related to intangible assets decreased due to the impact of the non-cash impairment charge related to intangible assets that was recorded during 2013, partially offset by adjustments to the estimated remaining lives during 2013.
Impairment Charge. No impairment charges were recorded for the year ended December 31, 2014. system consolidation. For the year ended December 31, 2013, we recorded a total impairment charge of $458 million, consisting of a non-cash impairment charge of $74 million related to the write down of goodwill, and a non-cash impairment charge of $384 million related to the write down of intangible assets.
Interest Expense, net
Interest expense, net of interest income, of $356 million for the year ended December 31, 2014 increased $40 million, or 12.7%, compared to $316 million for the year ended December 31, 2013. The variance in interest expense, net was impacted by the inclusion of SuperMedia's interest expense, net for the year ended December 31, 2014, and the exclusion of2020, a portion of SuperMedia’s interest expense, net for the year ended December 31, 2013 relatedseverance benefits, amounting to the impacts of acquisition accounting. As a result of$5.0 million resulted from COVID-19. For further detail on severance benefits, see Note 8, Accrued Liabilities, to our merger with SuperMedia effective April 30, 2013, interest expense, net related to SuperMedia’s operations of $51 million for the year ended December 31, 2013 was notaudited consolidated
56


financial statements included in our interest expense, net. Additionally, interest expense increased due to the impact of interest rate increases on the Company’s senior secured credit facilities and higher non-cash

38


interest expense, partially offset by lower interest expense due to lower outstanding debt obligations. Our interest expense for the year ended December 31, 2014 included $93 million of non-cash interest expense compared to $69 million for the year ended December 31, 2013. This non-cash interest primarily represents amortization of debt fair value adjustments, payment-in-kind interest associated with our senior subordinated notes, and the amortization of deferred financing costs.
Reorganization Items
No reorganization items were recorded for the year ended December 31, 2014. The Company recorded reorganization items of $38 million for the year ended December 31, 2013, including a non-cash write-off of $32 million associated with Dex One's remaining unamortized debt fair value adjustments and $6 million associated with professional fees.
Gains on Early Extinguishment of Debt
The Company recorded a gain of $2 million related to the early extinguishment of a portion of our senior secured credit facilities for the year ended December 31, 2014. On June 16, 2014 the Company repurchased and retired debt of $54 million utilizing cash of $46 millionPart II, Item 8 in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in no gain/(loss) being recorded by the Company ($8 million gain offset by a $7 million write-off of SuperMedia's unamortized debt fair value adjustment and $1 million in administrative fees). In addition, on September 16, 2014 the Company repurchased and retired debt of $35 million utilizing cash of $29 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in a gain of $2 million being recorded by the Company ($6 million gain offset by a $4 million write-off of SuperMedia's unamortized debt fair value adjustment and less than $1 million in administrative fees).

The Company recorded gains of $9 million related to the early extinguishment of a portion of our senior secured credit facilities for the year ended December 31, 2013. The Company repurchased and retired debt of $137 million utilizing cash of $101 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in the Company recording a gain of $9 million ($36 million gain offset by $26 million write-off of SuperMedia's unamortized debt fair value adjustment and $1 million in administrative fees and other adjustments).

Provision (Benefit) for Income Taxes

The Company provides for income taxes for United States federal and various state jurisdictions. Our provision includes current and deferred taxes for these jurisdictions, as well as the impact of uncertain tax benefits for the estimated tax positions taken on tax returns and the expected realization of deferred tax assets in the future. The Company recorded a provision for income taxes of $13 million and a benefit of $(376) million for the years ended December 31, 2014 and 2013, respectively.this Annual Report. For the year ended December 31, 2014, the effective tax rate of (3.6%) differs from the federal statutory rate primarily due2020, restructuring and integration charges included severance benefits, facility exit costs, system consolidation and integration costs, and professional consulting and advisory services costs related to the increaseYP Acquisition.
(2)    The Company records stock-based compensation expense related to the amortization of the grant date fair value of the Company’s stock-based compensation awards. Additionally, stock-based compensation expense included the remeasurement of these awards at each period end prior to October 1, 2020. See Note 4, Fair Value Measurements, to our audited consolidated financial statements included in recorded valuation allowance, non-deductible interest, changesPart II, Item 8 in this Annual Report for more information.
(3)     Expenses related to the Company's direct listing on Nasdaq, the Thryv Australia Acquisition, the Vivial acquisition and other transaction costs.
(4)Other components of net periodic pension (benefit) cost is from our non-contributory defined benefit pension plans that are currently frozen and incur no additional service costs. The most significant component of other components of net periodic pension (benefit) cost relates to the mark-to-market pension remeasurement.
(5)     In connection with the YP Acquisition, the seller indemnified the Company for future potential losses associated with certain federal and state tax laws, apportionment and estimates, andpositions taken in tax returns filed by the lapsing of uncertain tax positions dueseller prior to expiration of the statute of limitations in various jurisdictions.acquisition date.

The effective tax rate of 31.5% for(6)During the year ended December 31, 2013 differed from2022, Other primarily represents the statutory rate primarily due to the increase in recorded valuation allowance, the non-deductible component of the goodwill impairment charge, and the lapsing of various uncertain tax positions due to expiration of the statute of limitations in federal and various state jurisdictions. Asbargain purchase gain as a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including the impact on the annual effective tax rate, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.

39


Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
The following table sets forth our consolidated operating results forVivial Acquisition, partially offset by foreign exchange-related expense. During the years ended December 31, 20132021 and 2012.
Year Ended December 31,20132012Change% Change
 (in millions, except %)
Operating Revenue$1,444
$1,278
$166
13.0 %
Operating Expenses    
Selling383
280
103
36.8 %
Cost of service (exclusive of depreciation and amortization)479
358
121
33.8 %
General and administrative209
118
91
77.1 %
Depreciation and amortization765
419
346
82.6 %
Impairment charge458
—
458
NM
Total Operating Expenses2,294
1,175
1,119
95.2 %
Operating Income (Loss)(850)103
(953)NM
Interest expense, net316
196
120
61.2 %
(Loss) Before Reorganization Items, Gains on Early Extinguishment of Debt and Provision (Benefit) for Income Taxes(1,166)(93)(1,073)NM
Reorganization items38
—
38
NM
Gains on early extinguishment of debt9
140
(131)(93.6)%
Income (Loss) Before Provision (Benefit) for Income Taxes(1,195)47
(1,242)NM
Provision (benefit) for income taxes(376)6
(382)NM
Net Income (Loss)$(819)$41
$(860)NM

Operating Revenue
Operating revenue of $1,444 million for the year ended December 31, 2013 increased $166 million, or 13.0%, compared to $1,278 million for the year ended December 31, 2012. As a result of our merger with SuperMedia effective April 30, 2013, the May 1, 2013 through December 31, 2013 operating revenue of SuperMedia of $370 million has been included in our operating revenue for the year ended December 31, 2013, of which none was included for the same period in 2012. This increase was partially offset by a decline in operating revenue due to reduced advertiser spending, reflecting continued competition from other advertising media (including the Internet, cable television, newspaper and radio).
Operating Expense
Operating expense of $2,294 million for the year ended December 31, 2013 increased $1,119 million, or 95.2%, compared to $1,175 million for the year ended December 31, 2012. As a result of our merger with SuperMedia effective April 30, 2013, the May 1, 2013 through December 31, 2013 operating2020, Other primarily includes expenses of SuperMedia of $559 million (excluding merger related costs and goodwill impairment charge) have been included in our operating expenses, of which none was included for the same period in 2012. Additionally, increases were driven by the impact of impairment charges associated with intangible assets of $384 million, higher amortization expense primarily related to the change in the estimated remaining useful livespotential non-income based tax liabilities and foreign exchange-related expense.
The following is a reconciliation of intangible assets relatedAdjusted Gross Profit and Adjusted Gross Margin, to the existing Dex One intangible assets of $144 million, $54 million of merger integration coststheir most directly comparable GAAP measures, Gross profit and $10 million of higher merger transaction costs. These increases were partially offset by expense reductions as described below.Gross margin:
Selling. Selling expense of $383 million for the year ended December 31, 2013 increased $103 million, or 36.8%, compared to $280 million for the year ended December 31, 2012. As a result of our merger with SuperMedia effective April 30, 2013, the May 1, 2013 through December 31, 2013 selling expenses of SuperMedia of $144 million have been included in our selling expenses for the year ended December 31, 2013, of which none was included for the same period in 2012. This increase was partially offset by decreases in employee related costs, lower sales commissions and reduced national advertising.
Year Ended December 31, 2022
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$539,543 $130,272 $108,496 $2,071 $780,382 
Plus:
Depreciation and amortization expense17,800 4,657 15,385 505 38,347 
Stock-based compensation expense332 89 — — 421 
Adjusted Gross Profit$557,675 $135,018 $123,881 $2,576 $819,150 
Gross Margin65.8 %61.5 %65.4 %45.6 %64.9 %
Adjusted Gross Margin68.0 %63.7 %74.6 %56.7 %68.1 %
Cost of Service. Cost of service expense of $479 million for the year ended December 31, 2013 increased $121 million, or 33.8%, compared to $358 million for the year ended December 31, 2012. As a result of our merger with SuperMedia effective April 30, 2013, the May 1, 2013 through December 31, 2013 cost of service expenses of SuperMedia of $152 million have been included in our cost of service expenses for the year ended December 31, 2013, of which none was included for the same
Year Ended December 31, 2021
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$539,866 $104,944 $60,761 $(232)$705,339 
Plus:
Depreciation and amortization expense16,978 3,700 32,463 92 53,233 
Stock-based compensation expense309 71 — — 380 
Adjusted Gross Profit$557,153 $108,715 $93,224 $(140)$758,952 
Gross Margin67.7 %61.6 %42.0 %(41.9)%63.4 %
Adjusted Gross Margin69.9 %63.8 %64.4 %(25.3)%68.2 %


40
57




period in 2012. In addition, digital costs and Internet traffic increased for the year ended December 31, 2013, offset by lower printing and distribution costs as a result of lower volumes and lower contract services costs.
Year Ended December 31, 2020
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Reconciliation of Adjusted Gross Profit
Gross profit$610,479 $59,214 $— $— $669,693 
Plus:
Depreciation and amortization expense64,498 8,548 — — 73,046 
Stock-based compensation expense(64)(8)— — (72)
Adjusted Gross Profit$674,913 $67,754 $— $— $742,667 
Gross Margin62.3 %45.6 %— %— %60.4 %
Adjusted Gross Margin68.9 %52.2 %— %— %66.9 %
General and Administrative. General and administrative expense of $209 million for the year ended December 31, 2013 increased $91 million, or 77.1%, compared to $118 million for the year ended December 31, 2012. As a result of our merger with SuperMedia effective April 30, 2013, the May 1, 2013 through December 31, 2013 general and administrative expenses of SuperMedia of $39 million (excluding merger related costs, bad debt expense and the fair value adjustment associated with the Los Alamitos property) have been included in our general and administrative expenses for the year ended December 31, 2013, of which none was included for the same period in 2012. Additionally, we incurred $54 million of merger integration costs, which included $32 million of severance costs. Also, we incurred merger transaction costs of $22 million for the year ended December 31, 2013 compared to $12 million for the year ended December 31, 2012. The Company recorded a $5 million charge to adjust the Los Alamitos property, which is held for sale, to its estimated fair value. These increases in expenses were partially offset by lower employee related costs, severance costs recorded in 2012 and lower bad debt expense. Bad debt expense of $23 million for the year ended December 31, 2013 decreased by $10 million, or 30.0%, compared to $33 million for the year ended December 31, 2012. Bad debt expense as a percent of total operating revenue was 1.6% for the year ended December 31, 2013, compared to 2.6% for the year ended December 31, 2012.
Depreciation and Amortization. Depreciation and amortization expense of $765 million for the year ended December 31, 2013 increased $346 million, or 82.6%, compared to $419 million for the year ended December 31, 2012. As a result of our merger with SuperMedia effective April 30, 2013, the May 1, 2013 through December 31, 2013 depreciation and amortization expenses of SuperMedia of $223 million (of which $209 million relates to the amortization of intangible assets) have been included in our depreciation and amortization expenses for the year ended December 31, 2013, of which none was included for the same period in 2012. Additionally, an increase of $144 million in amortization expense was driven by the impact of higher amortization expense primarily related to the change in the estimated remaining useful lives of intangible assets related to the existing Dex One intangible assets. These increases were partially offset by lower depreciation and amortization expense of $21 million associated with existing Dex One fixed assets and capitalized software.
Impairment Charge. For the year ended December 31, 2013, we recorded a total impairment charge of $458 million, consisting of a non-cash impairment charge of $74 million related to the write down of goodwill, and a non-cash impairment charge of $384 million related to the write down of intangible assets. No impairment charges were recorded for the year ended December 31, 2012.

Interest Expense, net
Interest expense, net of interest income, of $316 million for the year ended December 31, 2013 increased $120 million, or 61.2%, compared to $196 million for the year ended December 31, 2012. As a result of our merger with SuperMedia effective April 30, 2013, the May 1, 2013 through December 31, 2013 interest expense, net of SuperMedia of $151 million (including $46 million of non-cash interest expense associated with the amortization of SuperMedia's debt fair value adjustment) has been included in our interest expense, net for the year ended December 31, 2013, of which none was included for the same period in 2012. Additionally, interest expense increased due to the impact of the interest rate increases on Dex One's senior secured credit facilities, partially offset by lower interest expense due to lower outstanding debt obligations. Our interest expense for the year ended December 31, 2013 includes $69 million of non-cash interest expense (including the $46 million related to SuperMedia discussed above) compared to $40 million for the year ended December 31, 2012. This non-cash interest expense primarily represents the amortization of debt fair value adjustments, payment-in-kind interest associated with our senior subordinated notes and the amortization of deferred financing costs.

Reorganization Items
The Company recorded reorganization items of $38 million for the year ended December 31, 2013, including a non-cash write-off of $32 million associated with Dex One's remaining unamortized debt fair value adjustments in March 2013, and $6 million associated with professional fees.No reorganization items were recorded for the year ended December 31, 2012.
Gains on Early Extinguishment of Debt
The Company recorded gains of $9 million related to the early extinguishment of a portion of our senior secured credit facilities for the year ended December 31, 2013. The Company repurchased and retired debt of $137 million utilizing cash of $101 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in the Company recording a gain of $9 million ($36 million gain offset by $26 million write-off of SuperMedia's unamortized debt fair value adjustment and $1 million in administrative fees and other adjustments).


41


The Company recorded gains of $140 million related to the early extinguishment of a portion of our senior secured credit facilities for the year ended December 31, 2012. On March 23, 2012, the Company repurchased and retired debt of $142 million utilizing cash of $70 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in the Company recording a gain of $69 million ($72 million gain offset by $3 million in administrative fees and other adjustments). Additionally, on April 19, 2012, the Company repurchased and retired debt of $98 million of its senior subordinated notes utilizing cash of $26 million. This transaction resulted in the Company recording a gain of $71 million ($72 million gain offset by $1 million in administrative fees).

Provision (Benefit) for Income Taxes

The Company provides for income taxes for United States federal and various state jurisdictions. Our provision includes current and deferred taxes for these jurisdictions, as well as the impact of uncertain tax benefits for the estimated tax positions taken on tax returns and the expected realization of deferred tax assets in the future. The Company recorded a benefit for income taxes of ($376) million for the year ended December 31, 2013, compared to a provision of $6 million for the year ended December 31, 2012. For the year ended December 31, 2013, the effective tax rate of 31.5% differs from the federal statutory rate primarily due to the increase in recorded valuation allowances, the non-deductible component of the goodwill impairment charge, and the lapsing of various uncertain tax positions due to expiration of the statute of limitations in various federal and state jurisdictions. As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including the impact on the annual effective tax rate, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.

The effective tax rate of 12.8% for the year ended December 31, 2012 differed from the statutory rate primarily due to changes in recorded valuation allowances, changes in certain deferred tax liabilities, the impact of the non-deductible component of interest expense related to our debt obligations, and the impact of state income taxes.

Liquidity and Capital Resources


The Company's primary sourceThryv Holdings, Inc. is a holding company that does not conduct any business operations of liquidity isits own. We derive cash flows from cash transfers and other distributions from our operating subsidiary, Thryv Inc., which in turn generates cash flow generatedfrom its own operations and operations of its subsidiaries, and has cash and cash equivalents on hand, funds provided under the Term Loan and funds available under the ABL Facility. The agreements governing our debt may restrict the ability of our subsidiaries to make loans or otherwise transfer assets to us. Further, our subsidiaries are permitted under the terms of our senior credit facilities and other indebtedness to incur additional indebtedness that may restrict or prohibit the making of distributions or the making of loans by operations. The Company'ssuch subsidiaries to us. Our and our subsidiaries’ ability to meet itsour debt service requirements is dependent on itsour ability to generate sufficient cash flows from operations. The primary source of cash flows are cash collections related to the sale of our advertising services. This cash flow stream can be impacted by, among other factors, general economic conditions, the decline in the use of our print products and increased competition in our markets.

In connection with the consummation of the Prepackaged Plans and the merger between Dex One and SuperMedia on April 30, 2013, Dex Media entered into an amended and restated loan agreement for SuperMedia and three amended and restated credit agreements for each of Dex Media East, Inc. ("DME"), Dex Media West, Inc. ("DMW") and R.H. Donnelley Inc. ("RHD") (collectively, the "senior secured credit facilities"), with named financial institutions and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent under the SuperMedia, DME and DMW senior secured credit facilities, and Deutsche Bank Trust Company Americas as administrative agent and collateral agent under the RHD senior secured credit facility.

SuperMedia Senior Secured Credit Facility

The SuperMedia senior secured credit facility interest is paid (1) with respect to any base rate loan, quarterly, and (2) with respect to any Eurodollar loan, on the last day of the interest period applicable to such borrowing, at SuperMedia's option, at either:
With respect to base rate loans, the highest (subject to a floor of 4.00%) of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, or (3) adjusted London Inter-Bank Offered Rate ("LIBOR") plus 1.00%, plus an interest rate margin of 7.60%, or
With respect to Eurodollar loans, the higher of (1) adjusted LIBOR or (2) 3.00%, plus an interest rate margin of 8.60%. SuperMedia may elect interest periods of one, two or three months for Eurodollar borrowings.
RHD Senior Secured Credit Facility

The RHD senior secured credit facility interest is paid (1) with respect to any base rate loan, quarterly, and (2) with respect to any Eurodollar loan, on the last day of the interest period applicable to such borrowing (with certain exceptions for interest periods of more than three months), at RHD's option, at either:

With respect to base rate loans, the highest (subject to a floor of 4.00%) of (1) the prime rate, (2) the federal funds

42


effective rate plus 0.50%, or (3) adjusted LIBOR plus 1.00%, plus an interest rate margin of 5.75%, or
With respect to Eurodollar loans, the higher of (1) adjusted LIBOR or (2) 3.00%, plus an interest rate margin of 6.75%. RHD may elect interest periods of one, two, three or six months for Eurodollar borrowings.

DME Senior Secured Credit Facility

The DME senior secured credit facility interest is paid (1) with respect to any base rate loan, quarterly, and (2) with respect to any Eurodollar loan, on the last day of the interest period applicable to such borrowing (with certain exceptions for interest periods of more than three months), at DME's option, at either:

With respect to base rate loans, the highest (subject to a floor of 4.00%) of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, or (3) adjusted LIBOR plus 1.00%, plus an interest rate margin of 2.00%, or
With respect to Eurodollar loans, the higher of (1) adjusted LIBOR or (2) 3.00%, plus an interest rate margin of 3.00%. DME may elect interest periods of one, two, three or six months for Eurodollar borrowings.

DMW Senior Secured Credit Facility

The DMW senior secured credit facility interest is paid (1) with respect to any base rate loan, quarterly, and (2) with respect to any Eurodollar loan, on the last day of the interest period applicable to such borrowing (with certain exceptions for interest periods of more than three months), at DMW's option, at either:

With respect to base rate loans, the highest (subject to a floor of 4.00%) of (1) the prime rate, (2) the federal funds effective rate, plus 0.50%, or (3) adjusted LIBOR, plus 1.00%, plus an interest rate margin of 4.00%, or
With respect to Eurodollar loans, the higher of (1) adjusted LIBOR or (2) 3.00%, plus an interest rate margin of 5.00%. DMW may elect interest periods of one, two, three or six months for Eurodollar borrowings.

Senior Subordinated Notes

The Company's senior subordinated notes require interest payments, payable semi-annually on March 31 and September 30 of each year. The senior subordinated notes accrue interest at 12% for cash interest payments and 14% for payments-in-kind ("PIK") interest. PIK interest represents additional indebtedness and increases the aggregate principal amount owed. The Company is required to make interest payments of 50% in cash and 50% in PIK interest until maturity of the senior secured credit facilities on December 31, 2016. For the semi-annual interest period ended March 31, 2014 and September 30, 2014, the Company made interest payments of 50% in cash and 50% in PIK interest resulting in the issuance of an additional $16 million of senior subordinated notes. The Company is restricted from making open market repurchases of its senior subordinated notes until maturity of the senior secured credit facilities on December 31, 2016. The senior subordinated notes mature on January 29, 2017.

Principal Payment Terms for Senior Secured Credit Facilities

The Company has mandatory debt principal payments due after each quarter prior to the December 31, 2016 maturity date on its outstanding senior secured credit facilities. RHD, DME and DMW are required to pay scheduled amortization payments, plus additional prepayments at par equal to each borrower's respective Excess Cash Flow ("ECF"), multiplied by the applicable ECF Sweep Percentage as defined in the respective senior secured credit facility (60% for RHD, 50% for DMW, and 70% in 2013 and 2014 and 60% in 2015 and 2016 for DME). SuperMedia is required to make prepayments at par in an amount equal to 67.5% of any increase in Available Cash, as defined in its senior secured credit facility. 

In addition to these principal payments, the Company may on one or more occasions use another portion of the increase in ECF or Available Cash, as applicable, to repurchase debt at market prices ("Voluntary Prepayments") at a discount of face value, as defined in the respective senior secured credit facility (12.5% for SuperMedia, 20% for RHD, 30% for DMW, and 15% in 2013 and 2014 and 20% in 2015 and 2016 for DME) as determined following the end of each quarter. These Voluntary Prepayments must be made within 180 days after the date on which financial statements are delivered to the administrative agents. If a borrower does not make such Voluntary Prepayments within the 180 day period, the Company must make a prepayment at par at the end of the quarter during which such 180 day period expires.  
Any remaining portion of ECF or Available Cash, may be used at the Company's discretion, subject to certain restrictions specified in each senior secured credit facility agreement.

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Future Principal Payments

Future principal payments on debt obligations are as follows.
 Years Ended December 31,
 201520162017
 (in millions)
Future principal payments$124
$2,223
$252

The amounts shown in the table above represent the required amortization payments for RHD, DME and DMW for 2015 and any unpaid sweep obligations from 2014. No estimate has been made for future sweep obligations for these periods as these payments cannot be reasonably estimated. Payments in 2016 include the remaining principal payments upon maturity of the senior secured credit facilities. Payments in 2017 represent the payment of the senior subordinated notes upon their maturity based on the December 31, 2014 principal amount due. All principal amounts in the table reflect the face value of the debt instruments.

2014 and 2013 Principal Payments

During the year ended December 31, 2014, the Company retired debt obligations of $381 million under its senior secured credit facilities utilizing cash of $367 million. The Company made mandatory and accelerated principal payments, at par, of $292 million. On June 16, 2014 the Company repurchased and retired debt of $54 million utilizing cash of $46 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in no gain/(loss) being recorded by the Company ($8 million gain offset by a $7 million write-off of SuperMedia's unamortized debt fair value adjustment and $1 million in administrative fees). In addition, on September 16, 2014 the Company repurchased and retired debt of $35 million utilizing cash of $29 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in a gain of $2 million being recorded by the Company ($6 million gain offset by a $4 million write-off of SuperMedia's unamortized debt fair value adjustment and less than $1 million in administrative fees). These debt retirements were partially offset by additional indebtedness from payment-in-kind interest of $16 million, on the Company's senior subordinated notes.

During the year ended December 31, 2013, the Company retired debt obligations of $541 million, under its senior secured credit facilities utilizing cash of $505 million. The Company made mandatory and optional principal payments, at par, of $404 million. In addition, on November 25, 2013 the Company repurchased and retired debt of $137 million utilizing cash of $101 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in the Company recording a gain of $9 million ($36 million gain offset by a $26 million write-off of SuperMedia's unamortized debt fair value adjustment and $1 million in administrative fees and other adjustments). These debt retirements were partially offset by additional indebtedness from payment-in-kind interest of $16 million, on the Company's senior subordinated notes.

Debt Covenants

Each of the senior secured credit facilities described above contain certain covenants that, subject to exceptions, limit or restrict each borrower's incurrence of liens, investments (including acquisitions), sales of assets, indebtedness, payment of dividends, distributions and payments of certain indebtedness, sale and leaseback transactions, swap transactions, affiliate transactions, capital expenditures, mergers, liquidations and consolidations.  For each senior secured credit facility, we are required to maintain compliance with a consolidated leverage ratio covenant and a consolidated interest coverage ratio covenant (the “Financial Covenants”). Each of the senior secured credit facilities also contain certain covenants that, subject to exceptions, limit or restrict Dex Media's incurrence of liens, indebtedness, ownership of assets, sales of assets, payment of dividends or distributions or modifications of the senior subordinated notes.

The senior subordinated notes contain certain covenants that, subject to certain exceptions, among other things, limit or restrict the Company's (and, in certain cases, the Company's restricted subsidiaries) incurrence of indebtedness, making of certain restricted payments, incurrence of liens, entry into transactions with affiliates, conduct of its business and the merger, consolidation or sale of all or substantially all of its property.

As of December 31, 2014, the Company was in compliance with all of the Financial Covenants in its senior secured credit facilities and senior subordinated notes.


44


The Company evaluated compliance with its Financial Covenants for 2015 based on management’s most recent forecast and management believes that the Company will meet each of its Financial Covenant requirements in 2015.

For 2016, the Company believes it will meet all covenant requirements in its senior secured credit facilities and senior subordinated notes; however, the senior secured credit facilities mature on December 31, 2016 and the senior subordinated notes mature on January 29, 2017. Because the Company lacks the cash flow from operations to fully pay the senior secured credit facilities and senior subordinated notes at maturity, the Company will have to seek a restructuring, amendment or refinancing of its debt, or if necessary, pursue additional debt or equity offerings, in advance of the debt becoming due. The Company’s ability to restructure, amend or refinance its debt, or to issue additional debt or equity, will depend upon, among other things: (1) the condition of the capital markets at the time, which is beyond the Company’s control; (2) the Company’s future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond the Company’s control; and (3) the Company’s continued compliance with the terms and covenants in its senior secured credit facilities and senior subordinated notes that govern its debt.


We believe netthat expected cash provided by our operating activities and existingflows from operations, available cash and cash equivalents, and funds available under our ABL Facility will providebe sufficient resources to meet our liquidity requirements, such as working capital requirements estimated principalfor our operations, business development and interestinvestment activities, and debt service requirementspayment obligations, for the following 12 months. Any projections of future earnings and cash flows are subject to substantial uncertainty. Our future success and capital adequacy will depend on, among other things, our ability to achieve anticipated levels of revenues and cash flows from operations and our ability to address our annual cash obligations and reduce our outstanding debt, all of which are subject to general economic, financial, competitive, and other cashfactors beyond our control. We continue to monitor our capital requirements to ensure our needs are in 2015.line with available capital resources.


On an on-going basis, the Company evaluates its capital structure, considers alternatives for refinancing or amending its debtIn addition, our Board of Directors authorizes us to undertake share repurchases from time to time. The amount and seeks advice from its financing sources regarding such alternatives, while also considering its other strategic options.
Guarantees

Eachtiming of the senior secured credit facilities are separate facilities secured by the assets of each respective entity. There are no cross guarantees or collateralization provision among the entities, subject to certain exceptions. The Shared Guarantee and Collateral agreement has certain guarantee and collateralization provisions supporting SuperMedia, RHD, DME and DMW. However, an event of default by one of the entities could trigger a call on the applicable guarantor. An event of default by a guarantorany share repurchases that we make will depend on a guarantee obligation could be an eventvariety of defaultfactors, including available liquidity, cash flows, our capacity to make repurchases under the applicable credit facility,our debt agreements and if demand is made under the guaranteemarket conditions.

For a discussion on contingent obligations, see Note 15, Contingent Liabilities, to our audited consolidated financial statements included in Part II, Item 8 in this Annual Report.
Sources and the creditor accelerates the indebtedness, failure to satisfy such claims in full would in turn trigger a default under allUses of the other credit facilities. A subordinated guarantee also provides that SuperMedia, RHD, DME and DMW guarantee the obligations of the other such entities, including SuperMedia, provided that no claim may be made on such guarantee until the senior secured debt of such entity is satisfied and discharged.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Cash
The following table sets forth a summary of our cash flows from operating, investing and financing activities for the years ended December 31, 2014 and 2013.periods indicated:
Years Ended December 31,$
(in thousands)20222021Change
Cash flows provided by (used in):
Operating activities$148,573 $170,571 $(21,998)
Investing activities(52,026)(196,575)144,549 
Financing activities(91,097)39,088 (130,185)
Effects of exchange rate changes on cash and cash equivalents(827)(1,933)1,106 
Increase in Cash and cash equivalents$4,623 $11,151 $(6,528)

58


 20142013Change
Cash Flows Provided By (Used In):(in millions)
Operating activities$388
$360
$28
Investing activities(5)130
(135)
Financing activities(368)(506)138
Increase (Decrease) In Cash and Cash Equivalents$15
$(16)$31
Cash Flows from Operating Activities


Our primary source of funds continues to be cash generated from operations. Net cash provided by operating activities of $388decreased by $22.0 million, or 12.9%, for the year ended December 31, 2014 increased $28 million,2022 compared to $360 million for the year ended December 31, 2013.2021. This variancedecrease was impacted primarily due to the impact of changes in working capital, primarily driven by the inclusiontiming of SuperMedia'saccounts receivable collections and cash providedexpenditures. This decrease was partially offset by operating activities for the year ended December 31, 2014lower interest payments of $9.7 million, lower income tax payments of $5.6 million, and the exclusion of portions of SuperMedia’s cash provided by operating activities for the year ended December 31, 2013lower transaction cost payments related to the impacts of acquisition accounting. As a result of our merger with SuperMedia effective April 30, 2013 cash provided by operating activities related to SuperMedia’s operations of $55 million, for the period ofVivial Acquisition on January through April 2013, was not included in our cash provided by operating activities for the year ended December 31, 2013. Additionally, reduced operating expenditures and cash payments related to merger transaction costs and merger integration costs for the year ended December 31, 2014 contributed21, 2022 compared to the increase in cashThryv Australia Acquisition on March 1, 2021.

Cash Flows from operating activities in 2014. No merger transaction costs were paid during the year ended December 31, 2014, whereas $22 million was paid during the year ended December 31, 2013. The Company made cash payments related to merger integration costs of $40 million for the year ended December 31, 2014, compared to $47 million for the year ended December 31, 2013. Additional favorable operating activities included reduced payments for other post-employment benefits of $10 million and income taxes of $10 million. In addition, the Company made cash payments associated with our reorganization bankruptcy costs for the year

45


ended December 31, 2013. These favorable operating activities were partially offset by cash payments related to business transformation costs of $5 million for the year ended December 31, 2014, while no business transformation costs were paid during the year ended December 31, 2013. Additional unfavorable operating activities in 2014 included an increase in pension funding and lower cash collections associated with lower billings to clients.Investing Activities


Net cash used in investing activities of $5decreased by $144.5 million, or 73.5%, for the year ended December 31, 2014, decreased $135 million,2022 compared to netthe year ended December 31, 2021. This decrease was primarily due to the difference in the cash providedpaid of $175.4 million in connection with the Thryv Australia Acquisition on March 1, 2021, compared to the cash paid of $22.8 million in connection with the Vivial Acquisition on January 21, 2022, and a decrease in proceeds from the sales of assets of $6.8 million.

Cash Flows from Financing Activities

Net cash from financing activities decreased by investing activities of $130$130.2 million, or 333.1%, for the year ended December 31, 2013. This decrease was primarily due2022 compared to $154 million of cash acquired in the acquisition of SuperMedia on April 30, 2013. The Company incurred $18 million in capital expenditures, including capitalized software for the year ended December 31, 2014, compared2021. This decrease was primarily driven by net proceeds received from the Term Loan of $679.0 million, partially offset by cash used to $24repay the remaining outstanding principal balance of the Senior Term Loan of $449.6 million, forused to finance the year ended December 31, 2013. Additionally,Thryv Australia Acquisition and refinance the Senior Term Loan during the year ended December 31, 2014,2021. This was partially offset by payments made on the Company received cashTerm Loan of $13$112.5 million from the sale of property in Los Alamitos, CA.

Net cash used in financing activities of $368 million forduring the year ended December 31, 2014 decreased $138 million2022, compared to $506payments made on the Term Loan of $158.0 million forduring the year ended December 31, 2013. Net cash used in financing activities for the years ended December 31, 2014 and 2013 primarily represents the repayment of debt principal.

During the year ended December 31, 2014, the Company retired debt obligations of $381 million, under its senior secured credit facilities utilizing cash of $367 million.2021. The Company made mandatory and accelerated principal payments, at par, of $292 million. On June 16, 2014 the Company repurchased and retired debt of $54 million utilizing cash of $46 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in no gain/(loss) being recorded by the Company ($8 million gaindecrease was further offset by an increase in net proceeds from the ABL Facility $53.9 million, as a $7result of lower proceeds of $70.0 million write-offand lower payments of SuperMedia's unamortized debt fair value adjustment and $1 million in administrative fees). In addition, on September 16, 2014 the Company repurchased and retired debt of $35 million utilizing cash of $29 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in a gain of $2 million being recorded by the Company ($6 million gain offset by a $4 million write-off of SuperMedia's unamortized debt fair value adjustment and less than $1 million in administrative fees).$123.9 million.

During the year ended December 31, 2013, the Company retired debt obligations of $541 million, under its senior secured credit facilities utilizing cash of $505 million. The Company made mandatory and optional principal payments, at par, of $404 million. In addition, on November 25, 2013 the Company repurchased and retired debt of $137 million utilizing cash of $101 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in the Company recording a gain of $9 million ($36 million gain offset by a $26 million write-off of SuperMedia's unamortized debt fair value adjustment and $1 million in administrative fees and other adjustments).

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012


The following table sets forth a summary of our cash flows from operating, investing and financing activities for the years endedperiods indicated:
Years Ended December 31,$
20212020Change
(in thousands)
Cash flows provided by (used in):
Operating activities$170,571 $232,772 (62,201)
Investing activities(196,575)(26,211)(170,364)
Financing activities39,088 (206,067)245,155 
Effects of exchange rate changes on cash and cash equivalents(1,933)— (1,933)
Increase in Cash and cash equivalents$11,151 $494 $10,657 

Comparison of the Year Ended December 31, 2013 and 2012.2021 to the Year Ended December 31, 2020

 20132012Change
Cash Flows Provided By (Used In):(in millions)
Operating activities$360
$349
$11
Investing activities130
(23)153
Financing activities(506)(412)(94)
(Decrease) In Cash and Cash Equivalents$(16)$(86)$70
Cash Flows from Operating Activities


Our primary source of funds continues to be cash generated from operations. Net cash provided by operating activities of $360decreased by $62.2 million, or 26.7%, for the year ended December 31, 2013 increased $11 million,2021 as compared to $349the year ended December 31, 2020. The decrease was primarily due to the timing of accounts receivable collections, the timing of billing of unbilled receivables in accordance with the terms of our print agreements, and the timing of payments against accounts payable and taxes payable, in addition to the overall decline of our sales. The change in cash flows from operating activities was also affected by lower income tax payments of $39.1 million and lower interest payments of $6.2 million.

Cash Flows from Investing Activities

Net cash used in investing activities increased by $170.4 million, or 650.0%, for the year ended December 31, 2012. As a result of2021 as compared to the merger with SuperMedia effective April 30, 2013, the May 1, throughyear ended December 31, 2013 net2020. This increase was primarily due to cash providedpaid of $175.4 million in connection with the Thryv Australia Acquisition on March 1, 2021, partially offset by operatingan increase in proceeds from the sales of assets of
59


$5.3 million.

Cash Flows from Financing Activities

Net cash used in financing activities from SuperMedia of $154increased by $245.2 million, (excluding the cash impact of merger transaction and merger integration costs) have been included in our net cash provided by operating activitiesor 119.0%, for the year ended December 31, 2013, of which none was included for the same period in 2012. Additionally, lower operating expenditures, lower interest payments on debt obligations and lower cash contributions2021 as compared to the Company's qualified pension plans had a favorable impact on operating cash flows when comparing 2013 to 2012. These favorable items were offset by lower cash collections associated with lower revenue and increased merger transaction and merger integration costs associated with the merger of Dex One and SuperMedia. For the year ended December 31, 2013,2020. This increase was primarily driven by net proceeds received from the CompanyTerm Loan of $679.0 million, partially offset by cash used to repay the remaining outstanding principal balance of the Senior Term Loan of $449.6 million, payments made cash payments for merger transaction costson the Term Loan of $22$158.0 million, compared to $9payments made on the Senior Term Loan of $160.4 million in 2012. The Company made cash payments for merger integration costs of $47 million in 2013.


46


Net cash provided by investing activities of $130 million forduring the year ended December 31, 2013,2020. Net cash from financing activities also increased $153as a result of lower payments of $83.9 million compared toon the ABL Facility and $30.6 million for the repurchase of shares of our outstanding common stock. These increases in net cash from financing activities were partially offset by lower proceeds from the ABL Facility of $97.5 million.

Debt

Term Loan

On March 1, 2021, the Company entered into the Term Loan. The proceeds of the Term Loan were used to finance the Thryv Australia Acquisition, refinance in investing activitiesfull the Company's Senior Term Loan and pay fees and expenses related to the Thryv Australia Acquisition and related financing.

The Term Loan established the Term Loan Facility in an aggregate principal amount equal to $700.0 million, of $(23)which 38.4% was held by related parties who were equity holders of the Company, as of March 1, 2021. The Term Loan Facility matures on March 1, 2026 and borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, LIBOR or a base rate, in each case, plus an applicable margin per annum equal to (i) 8.50% (for LIBOR loans) and (ii) 7.50% (for base rate loans). The Term Loan Facility requires mandatory amortization payments equal to $17.5 million for the year endedper fiscal quarter.

As of December 31, 2012. This increase2022, no portion of the Term Loan was drivenheld by $154 millionrelated parties who were equity holders of cash acquired in the acquisitionCompany on that date. As of SuperMedia on April 30, 2013. The Company incurred $24 million in capital expenditures, including capitalized software for the year ended December 31, 2013, compared to $23 million for2021, 31.4% of the year ended December 31, 2012.Term Loan was held by related parties who are equity holders of the Company.

ABL Facility
Net cash used in financing activities of $506 million for the year ended December 31, 2013 increased $94 million compared to $412 million for the year ended December 31, 2012. Net cash used in financing activities for the year ended December 31, 2013 and 2012 primarily represents the repayment of debt principal. Other financing activities in 2012 included $8 million of merger transaction costs associated with debt issuance costs.

During the year ended December 31, 2013,On March 1, 2021, the Company retired debt obligationsentered into an agreement to amend the June 30, 2017 ABL Facility. The ABL Amendment was entered into in order to permit the term loan refinancing, the Thryv Australia Acquisition and make certain other changes to the ABL credit agreement, including, among others:

•revise the maximum revolver amount to $175.0 million;
•reduce the interest rate per annum to (i) 3-month LIBOR plus 3.00% for LIBOR loans and (ii) base rate plus 2.00% for base rate loans;
•reduce the commitment fee on undrawn amounts under the ABL Facility to 0.375%;
•extend the maturity date of $541 million, under its senior secured credit facilities utilizing cashthe ABL Facility to the earlier of $505 million. The Company made mandatoryMarch 1, 2026 and optional principal payments, at par,91 days prior to the stated maturity
date of $404 million. In addition, on November 25, 2013 the Company repurchasedTerm Loan Facility;
•add the Australian subsidiaries acquired pursuant to the Thryv Australia Acquisition as borrowers and retired debt of $137 million utilizing cash of $101 million in accordanceguarantors, and establish an Australian borrowing base; and
•make certain other conforming changes consistent with the termsTerm Loan Agreement.

We maintain debt levels that we consider appropriate after evaluating a number of factors, including cash requirements for ongoing operations, investment and conditionsfinancing plans (including acquisitions and share repurchase activities), and overall cost of its senior secured credit facilities. This transaction resulted in the Company recording a gain of $9 million ($36 million gain offset by a $26 million write-off of SuperMedia's unamortized debt fair value adjustment and $1 million in administrative fees and other adjustments).

During the year ended December 31, 2012, the Company retired debt obligations of $545 million, under its senior secured credit facilities utilizing cash of $401 million. The Company made mandatory and optional principal payments, at par, of $305 million. In addition, on March 23, 2012, the Company repurchased and retired debt of $142 million utilizing cash of $70 million in accordance withcapital. Per the terms of the Term Loan Facility, payments of the Term Loan balance are determined by the Company's Excess Cash Flow (as defined within the Term Loan Facility).We are in compliance with all covenants under the Term Loan and conditions of its senior secured credit facilities. This transaction resulted in the Company recording a gain of $69 million ($72 million gain offset by $3 million in administrative fees and other adjustments). Additionally, on April 19, 2012, the Company repurchased and retired debt of $98 million of its senior subordinated notes utilizing cash of $26 million. This transaction resulted in the Company recording a gain of $71 million ($72 million gain offset by $1 million in administrative fees).

Contractual Obligations
Our contractual obligationsABL Facility as of December 31, 2014, are summarized below.2022. We had total recorded debt outstanding of $469.8 million (net of $14.1 million of unamortized original issue discount (“OID”) and debt issuance cost) at December 31, 2022, which was comprised of amounts outstanding under our Term Loan of $429.4 million and ABL Facility of $54.6 million.
As of December 31, 2022, the Company had borrowing capacity of $91.9 million under the ABL Facility.

60
 Payments Due by Period
 TotalWithin 1 Year1-3 Years3-5 YearsMore than 5 Years
 (in millions)
Principal payments on debt obligations (1)
$2,599
$124
$2,475
$—
$—
Operating lease obligations (2)
62
21
29
12
—
Purchase obligations (3)
10
5
4
1
—
Pension obligations (4)
16
4
12
—
—
Total$2,687
$154
$2,520
$13
$—


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(1)The Company has mandatory debt principal payments due after each quarter prior to the December 31, 2016 maturity date on its outstanding senior secured credit facilities. Principal payment on debt obligations reflected in the table, are the required amortization payments for RHD, DME and DMW and any unpaid sweep obligations related to results through December 31, 2014. However, no estimates have been made for future sweep obligations as payments in future years cannot be reasonably estimated. RHD, DME and DMW are required to pay scheduled amortization payments, plus additional prepayments at par equal to the respective Excess Cash Flow ("ECF"), multiplied by the applicable ECF Sweep Percentage as defined in the respective senior secured credit facility (60% for RHD, 50% for DMW, and 70% in 2014 and 60% in 2015 and 2016 for DME). SuperMedia is required to make prepayments at par in an amount equal to 67.5% of any increase in Available Cash, as defined in its senior secured credit facility. The unpaid principal amounts due at the maturity of the instruments are reflected in the period that they mature. All principal payments included in the table reflect the face value of the debt instruments. Due to the uncertainty of the amount of the principal payments related to future sweep payments, interest payments in future years cannot be reasonably estimated. For additional information on debt obligations, see Note 8 to our consolidated financial statements included in this report.
(2)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.
(3)We are obligated to pay an outsource service provider approximately $27 million over the years 2012 through 2017 for data center/server assessment, migration and ongoing management and administration services. As of December 31, 2014, approximately $10 million remains outstanding under this obligation.
(4)The amounts in the table set forth above include the estimated contributions to qualified pension plans in 2015, 2016 and 2017.
Critical Accounting Policies

The following is a summary of the critical accounting policies.

Use of Estimates


The preparationOur management’s discussion and analysis of the Company’sfinancial condition and results of operations is based on our audited consolidated financial statements, requires management towhich have been prepared in accordance with U.S. GAAP. In preparing our financial statements, we make estimates, assumptions, and judgments that affectcan have a significant impact on our reported revenues, results of operations and net income or loss, as well as on the reported amountvalue of certain assets and liabilities revenueon our balance sheet during and expenses, and related disclosure of contingent assets and liabilities at the dateas of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are made based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial statements. Actualreporting process, actual results could differ from those estimates.


Examples of significant estimates includeWe believe that the allowance for doubtful accounts, the recoverability and fair value determination of property, plant and equipment, goodwill, intangible assets and other long-lived assets, pension assumptions and estimates associated with revenue recognition, business combinations, goodwill and intangible assets, capitalized software and development, pension obligation, income taxes, including net valuation allowance, and stock-based compensation expense have the greatest potential impact on our audited consolidated financial statements. Therefore, we consider these to be our critical accounting estimates. See Note 1, Description of selling prices thatBusiness and Summary of Significant Accounting Policies, to our audited consolidated financial statements included in Part II, Item 8 in this Annual Report for further information on these and our other significant accounting policies and estimates as well as our disclosures on recent accounting pronouncements. Our most critical accounting estimates are used for multiple element arrangements.summarized below.


Revenue Recognition
Revenue is earned from the sale of advertising. We are not generally affected by seasonality given our revenue is largely recognized on a straight-line basis over twelve month contract periods.
The sale of advertising in print directories is our primary source of revenue. We recognize revenue from print directory advertising ratably overbased on the life of each directory which is typically twelve months, using the deferral and amortization method of accounting, with revenue recognition commencing in the month of publication.

Revenue derived from digital advertising is earned primarily from two sources: fixed-fee and performance-based advertising. Fixed-fee advertising includes advertisement placement on our and other local search websites, website development and website hosting for client advertisers.standard, Revenue from fixed-fee advertising is recognized ratably over the life of the advertising service. Performance-based advertising revenue is earned when consumers connectContracts with client advertisers by a "click" or “action” on their digital advertising or a phone call to their business. Performance-based advertising revenue is recognized when there is evidence that qualifying transactions have occurred or over the service period of the arrangement, as applicable.

We also offer multiple-deliverable revenue arrangements with our customers that may include a combination of our print and our digital marketing solutions.Customers (Topic 606), (“ASC 606”). The timing of delivery or fulfillment of our marketing solutions in a multiple-deliverable

48


arrangement may differ, whereby the fulfillment of a digital marketing solutions precedes delivery of our print marketing solutions due to the length of time required to produce the final print product. In addition, multiple print directories included in a multiple-deliverable arrangement may be published at different times throughout the year. We limitCompany determines the amount of revenue to be recognized for delivered elementsthrough application of the five-step model as described in Note 1, Description of Business and Summary of Significant Accounting Policies, to our audited consolidated financial statements included in Part II, Item 8 in this Annual Report.

We derive revenue from our four business segments: Thryv U.S. Marketing Services, Thryv U.S. SaaS, Thryv International Marketing Services and Thryv International SaaS. The Company has determined that each of its services is distinct and represents a separate performance obligation because the SMB can benefit from each service on its own or together with other resources that are readily available to the amount thatSMB, and services are separately identifiable from other promises in the contract. Revenue for all services is not contingent onrecognized when control transfers to the futureSMB. For print solutions, control transfers upon delivery or fulfillment of other marketing solutions included in a multiple-deliverable arrangement.the published directories. Control over SaaS and digital services transfers to the SMB evenly over the service period.

We evaluate each deliverable in a multiple-deliverable revenue arrangement to determine whether they represent separate units of accounting using the following criteria:
The delivered item(s) has valuetransaction price of a contract consists of fixed and variable consideration components pursuant to the applicable contractual terms and may involve the use of estimates. These judgments involve consideration of historical and expected experience with the customer on a stand-alone basis; and
If other similar customers. The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the arrangement includes a general right of return relative toCompany allocates the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company.

All of our print and digital marketing solutions qualify as separate units of accounting since they are sold on a stand-alone basis and we allocate multiple-deliverable arrangement considerationtransaction price to each deliverableperformance obligation based on its estimatedrelative standalone selling price. OurStandalone selling price is the price at which the Company would sell a promised service separately to a client. Judgment is required to determine the standalone selling price for each distinct performance obligation. Often, the Company does not have sufficient standalone sales information, as contracts with customers generally doinclude multiple performance obligations. When standalone sales information is not available, the Company estimates the standalone selling price using information that may include any provisions for cancellation, termination, right of return or refunds that would significantly impact recognized revenue. In determining our estimated selling prices, we require that a substantial majority of our selling prices are consistent with our normalmarket conditions, entity-specific factors such as pricing and discounting policies, which have been established by management having relevant authority.strategies, and other inputs.


Expense Recognition

Costs directly attributableThe Company has determined that sales commissions are incremental and recoverable costs of obtaining a contract. However, commissions related to producing directoriesrenewal contracts are amortizednot commensurate with costs incurred to obtain an initial contract. Therefore, commissions incurred to obtain a new contract are capitalized and recognized over the life of the directories, benefit period, which is usually twelvedetermined to be 18 months based on expected contract renewals, the Company’s technology development life-cycle, and other factors. Renewal commissions are expensed as incurred under the deferral and amortization method of accounting. practical expedient available under ASC 606.

Direct costs associated with fulfilling a print directory contract with a SMB include paper,costs related to printing initial distribution and sales commissions. All otherdistribution. Directly attributable costs incurred to fulfill print solutions are recognizedcapitalized as incurred and then expensed at the time of delivery, in line with the recognition of revenue. Costs to fulfill SaaS and digital contracts with SMBs are expensed as incurred.


Accounts Receivable
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At December 31, 2014, the Company’s consolidated balance sheet has accounts receivables of $151 million, which is net of an allowance for doubtful accounts of $30 million, and includes unbilled receivables of $1 million. Unbilled receivables represent amounts that are not billable at the balance sheet date but are billed over the remaining life of the clients’ advertising contracts.

Receivables are recorded net of an allowance for doubtful accounts. The allowance for doubtful accounts is calculated using a percentage of sales method based upon collection history, and an estimate of uncollectible accounts. Judgment is exercised in adjusting the provision as a consequence of known items, such as current economic factors and credit trends. Accounts receivable adjustments are recorded against the allowance for doubtful accounts.

Business Combinations, Goodwill and Intangible Assets


Business Combinations

We have completed several acquisitions of other businesses in the past, including the Vivial Acquisition on January 21, 2022, the Thryv Australia Acquisition on March 1, 2021 and the YP Acquisition on June 30, 2017, and we may acquire additional businesses in the future. In an acquisition, we first review if substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If such concentration exists, the transaction is considered an asset acquisition rather than a business combination.

The Company has goodwillresults of $315 millionbusinesses acquired in a business combination are included in our audited consolidated financial statements from the date of acquisition. We allocate the purchase price, which is the sum of the consideration paid and may consist of cash, equity, or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and assumed liabilities requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, and discount rates.

We use all available information to estimate fair values. We typically engage outside appraisal firms to assist in determining the fair value of tangible and identifiable intangible assets such as client relationships, trademarks, and any other significant assets or liabilities. During the measurement period, of $794 million onup to one year after the consolidated balance sheetacquisition date, we may adjust the values attributed to the assets acquired and assumed liabilities if new information is obtained about facts and circumstances that existed as of December 31, 2014.the acquisition date.


Our purchase price allocation methodology contains uncertainties because it requires assumptions and management’s judgment to estimate the fair value of assets acquired and assumed liabilities at the acquisition date. Key judgments used to estimate the fair value of intangible assets include projected revenue growth and operating margins, discount rates, client attrition rates, as well as the estimated economic life of intangible assets. Management estimates the fair value of assets and liabilities based upon quoted market prices, the carrying value of the acquired assets, and widely accepted valuation techniques, including discounted cash flows. Our estimates are inherently uncertain and subject to refinement. Unanticipated events or circumstances may occur which could affect the accuracy of our fair value estimates, including assumptions regarding industry economic factors and business strategies.

Goodwill
In accordance with GAAP,
Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is tested annually for impairment testing foras of October 1st and at any time upon the occurrence of certain triggering events or changes in circumstances. The Company performs its goodwill is to be performed at least annually unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach, which is performed at the reporting unit level. The CompanyIn assessing goodwill for impairment, an entity has four reporting units, RHD, DME, DMW and SuperMedia, however, only the SuperMediaoption to assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of a reporting unit has goodwill associated with it. Step one comparesis less than its carrying amount. Performing a qualitative impairment assessment requires an examination of relevant events and circumstances that could have a negative impact on the carrying value of our Company, such as macroeconomic conditions, industry and market conditions, earnings and cash flows, overall financial performance, and other relevant entity-specific events. If the Company concludes an impairment is more likely than not through its qualitative assessment, then it is required to perform a quantitative assessment for impairment. The quantitative estimates of the fair value of the Company’s reporting unit to its carrying value. In performing step oneunits are primarily determined using an income approach based on discounted cash flows. The discounted cash flow methodology requires significant judgment, including estimation of future cash flows, which is dependent on internal forecasts, current and anticipated economic conditions and trends, the estimation of the long-term growth rate of the Company’s business, and the determination of the Company’s weighted average cost of capital. Changes in the estimates and assumptions incorporated in our impairment test,assessment could materially affect the Company estimated thedetermination of fair value ofand the reporting unit using a combination of the income and market approaches with greater emphasis placed on the income approach, for purposes of estimating the total enterprise value of the Company. If the carrying value exceeds the fair value, there is a potentialassociated impairment and step two must be performed. Step two compares the carrying value of the reporting unit's goodwill to its implied fair value (i.e., the fair value of the reporting unit less the fair value of the unit's assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as an impairment.charge.
The Company
On October 1, 2022, we performed itsour annual impairment test of goodwill as of October 1, 2014. The Company determined the fair value of the SuperMedia reporting unit exceeded the carrying value of the reporting unit; therefore there was no impairment of goodwill.

49



Whenin accordance with ASC 350-30-35, Intangibles-Goodwill and Other. As a result, the Company performedrecognized a non-cash impairment charge of $102.0 million in the fourth quarter of 2022 to reduce goodwill for its annualThryv U.S. Marketing Services reporting unit. No goodwill impairment test of goodwill as of October 1, 2013charges were recorded on the SuperMediaCompany's other reporting unit, it was determined that the carrying value of the SuperMedia reporting unit including goodwill exceeded the fair value of the SuperMedia reporting unit, requiring the Company to perform step two of the goodwill impairment test to determine the amount of impairment loss, if any. This test resulted in a goodwill impairment of $74 million, which was recognized in the Company’s consolidated statement of comprehensive income (loss) forunits during the year ended December 31, 2013.2022. Additionally, no goodwill impairment charges were recorded in the Company’s consolidated statements of operations and comprehensive income for the years ended December 31, 2021 and 2020.


62


As of December 31, 2022, goodwill was $566.0 million. For additional information related to goodwill, see Note 5, Goodwill and Intangible Assets to our audited consolidated financial statements included in Part II, Item 8 in this Annual Report.

Intangible Assets


Intangible assets are recorded separately from goodwill if they meet certain criteria. All of the Company’s intangible assets are classified as definite-lived intangible assets. Intangible assets have been recorded to each of our four reporting units. The Company reviews its definite-lived intangible assets whenever events or circumstances indicate that their carrying value may not be recoverable. OurCompany’s intangible assets are amortized over their useful lives using the income forecast method over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The recoverability analysis includes estimates of future cash flows directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the definite-lived intangible asset. The Company’s estimates of future cash flows attributable to long-lived assets require significant judgment based on its historical and anticipated results and are subject to assumptions.

An impairment loss is measured as the amount by which the carrying amount of the definite-lived intangible asset exceeds its fair value. The Company evaluated its definite-lived assets for potential impairment and determined they were not impaired as of December 31, 2014.
The Company evaluated its definite-lived intangible assets for potential impairment and determined there were indicators of impairment as of October 1, 2013. As a result, the Company recorded an impairment of $384 million which was recognized in the Company’s consolidated statement of comprehensive income (loss) for the year ended December 31, 2013.
The Company’s intangible assets and their estimated remaining useful lives are presented in the table below.
Estimated Remaining Useful Lives
Directory service agreements4 years
Client relationships2 years
Trademarks and domain names4 years
Patented technologies3 years
Advertising commitment2 years

For additional information related to goodwill and intangible assets, see Note 35, Goodwill and Intangible Assets, to our audited consolidated financial statements included in Part II, Item 8 in this report.Annual Report for more information.


Capitalized Software and Development

Costs associated with internal use software are capitalized during the application development stage, if they have a useful life in excess of one year. Subsequent additions, modifications, or upgrades to internal use software are capitalized only to the extent they allow the software to perform a task it previously did not perform. Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of an asset may not be recoverable. A key estimate included within the capitalized software balance includes the determination of the useful life.

Pension and Other Post-Employment BenefitsObligation

Pension


The Company hasmaintains pension obligations associated with non-contributory defined benefit pension plans that provide pension benefitsare currently frozen and incur no additional service costs.

Although the plans are frozen, the Company continues to certainincur interest cost as well as gains or losses associated with changes in fair value of its employees. The accounting for pension benefits reflects the recognitionplan assets, all of these benefit costs over the employee’s approximate service period based on the terms of the plan and the investment and funding decisions made. The determination of the benefit obligation and thewhich are referred to as net periodic pension cost requirescost. In determining the pension obligations at each reporting period, management to makemakes certain actuarial assumptions, including the discount raterates and expected return on plan assets.mortality rates. For these assumptions, management consults with actuaries, monitors plan provisions and demographics, and reviews public market data and general economic information. Changes in these assumptions can have a significant impact on the projected benefit obligation,pension obligations, funding requirement, and net periodic benefitpension cost. New mortality tables were publishedThe Company immediately recognizes actuarial gains and losses in its operating results in the fourth quarter of 2014year in which reflect improved life expectancies. The Company has adopted these tables resulting in an increase to our pension obligation of approximately $38 million.the gains and losses occur.

The pension plans include the Dex One Retirement Account, the Dex Media, Inc. Pension Plan, the SuperMedia Pension Plan for Management Employees and the SuperMedia Pension Plan for Collectively Bargained Employees. The Company also maintains two non-qualified pension plans for certain executives, the Dex One Pension Benefit Equalization Plan and the SuperMedia Excess Pension Plan. Pension assets related to the Company's qualified pension plans, which are held in master trusts and recorded on the Company's consolidated balance sheet, are valued in accordance with applicable accounting guidance on fair value measurements. On January 25, 2014, the Company reached an agreement with certain unions to freeze the SuperMedia Pension Plan for Collectively Bargained Employees. Accordingly, effective April 1, 2014, no employees

50


accrue future pension benefits under any of the pension plans. The Company recorded a curtailment gain of $2 million in 2014 associated with the Union pension plan freeze.

Other Post-Employment Benefits

Prior to January 25, 2014, the Company was obligated to provide other post-employment benefits ("OPEB"), which included post-employment health care and life insurance plans for certain of the Company's retirees. On January 25, 2014, the Company enacted plan amendments to its OPEB plans, and reached an agreement with certain unions to eliminate the Company's obligation as of April 1, 2014. As a result of the settlement of these plan amendments, the Company recorded a credit of $13 million to general and administrative expense in its consolidated statement of comprehensive (loss) during the year ended December 31, 2014.
For additional information related to pension and other post-employment benefits, see Note 10 to our consolidated financial statements included in this report.


Income Taxes
We account for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes (“ASC 740”).

Deferred tax assets or liabilitiesValuation allowances are recordedestablished when necessary to reflect the expected future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted as appropriate to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse.

The likelihood thatreduce deferred tax assets can be recovered must be assessed. If recovery is not likely,to the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for deferred tax assetsamounts that are estimated not to be ultimately recoverable. In this process, certain relevant criteria are evaluated, including the existence of deferred tax liabilities that can be used to absorb deferred tax assets and taxable income in future years. A valuation allowance is established to offset any deferred income tax assets if, based on the available evidence, it is more likely than not that some or allexpected to be realized based on the weight of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the deferredappropriate character, for example, ordinary income or capital gain within the carryback or carryforward periods available under the applicable tax assets will not be realized. The Company has nettedlaw. We regularly review the deferred tax assets for net operating losses with related uncertainrecoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax positions if such settlement is required or expectedplanning strategies. Should there be a change in the eventability to recover deferred tax assets, our income tax provision would increase or decrease in the uncertain tax positionperiod in which the assessment is disallowed.changed.


The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. For additional information regarding our provision (benefit) forThe amount of income taxes see Note 12we pay is subject to ongoing audits by federal and state tax authorities, which often result in proposed assessments. Significant judgment is required in determining income tax provisions and evaluating tax positions. We establish reserves for open tax years for uncertain tax positions that may be subject to challenge by various tax authorities. The consolidated tax provision and related accruals include the impact of such reasonably estimable losses and related interest and penalties as deemed appropriate. Tax benefits recognized in the financial statements from uncertain tax positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
63



Stock-Based Compensation

The Company established a stock-based compensation plan which allows for incentive awards to be granted to designated eligible employees, non-management directors, consultants, and independent contractors providing services to the Company. Our stock incentive plans permitted grants of cash-settled stock options. Prior to October 1, 2020, these awards were classified as liabilities due to our consolidatedintent to net cash settle upon exercise. Accordingly, the fair value of these awards is initially measured at the grant date and is remeasured each subsequent reporting date, until the award is settled or forfeited, with remeasurement (gains)/losses recognized in Cost of services, Sales and Marketing and General and administrative expenses, in accordance with the awards’ vesting schedule. As a result of completing the direct listing on October 1, 2020, the Company no longer intends to cash settle these stock options upon exercise. Based on the Company’s intention to equity settle upon exercise, these stock options are classified as equity awards as of December 31, 2022, 2021 and 2020. Accordingly, the fair value is measured at the date of the grant and recognized over the requisite service period (generally three to four years).

Determining the fair value of stock-based compensation awards requires the use of judgment. We use the Black-Scholes option-pricing model to determine the fair value of our stock options. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including the fair value of common stock and its volatility, the expected life of the option, and the risk-free interest rate for a period that approximates the expected life of the option. We also use the Monte Carlo simulation model to determine the fair value of our PSUs with Market Conditions. The Monte Carlo simulation model requires inputs based on certain subjective assumptions, including the fair value of common stock and its volatility, the expected life of the PSU, and the risk-free interest rate for a period that approximates the expected life of the PSU.

The assumptions used to determine the fair value of the stock-based awards are management’s best estimates and involve inherent uncertainties and the application of judgment. If any of the assumptions used in the Black-Scholes option pricing model or the Monte Carlo simulation model change significantly, stock-based compensation expense for future awards may differ compared with the awards granted previously.

Common Stock Fair Value

The common stock fair value is one of the significant valuation inputs of the indemnification asset and stock-based compensation awards.

As of and Subsequent to September 30, 2020

Due to the Company's direct listing on October 1, 2020. As of September 30, 2020, the fair value of the Company’s common stock is based on the THRY Nasdaq per share price.

Prior to September 30, 2020

The absence of an active market for the Company's common stock required the Company to determine the fair value of its common stock. The Company obtained contemporaneous third-party valuations to assist it in determining fair value. These contemporaneous third-party valuations used methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

The Company determined the fair value utilizing the income approach, which estimated value based on market participant expectations of future cash flows the Company will generate. These future cash flows are discounted to their present value using a discount rate based on the Company's weighted average cost of capital, which reflects the risk of achieving the projected cash flows. Significant inputs of the income approach also include the long-term financial statementsprojections of the Company along with its long-term growth rate, which is used to calculate the residual value of the Company before discounting to present value. The fair value of the common stock was discounted based on the lack of marketability.

Other factors taken into consideration in assessing the fair value of the Company’s common stock prior to September 30, 2020 included in this report.but were not limited to: industry information such as market growth and volume and macro-economic events; and additional objective and subjective factors relating to its business.

64
Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements that are material to our results of operations, financial condition or liquidity.

Recent Accounting Pronouncements

In August 2014, the FinancialSee Note 1, Description of Business and Summary of Significant Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s AbilityPolicies, to Continue as a Going Concern”, (“ASU 2014-15”). ASU 2014-15 will require management for each annual and interim reporting period to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on itsour audited consolidated financial statements as of and for the years ended December 31, 2022, 2021, and 2020, included in Part II, Item 8 in this Annual Report, for a discussion of recent accounting pronouncements.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

As of December 31, 2022, we had total recorded debt outstanding of $469.8 million (net of $14.1 million of unamortized original issue discount and debt issuance costs), which was comprised of amounts outstanding under our Term Loan of $429.4 million and ABL Facility of $54.6 million. Substantially all this debt bears interest at floating rates. Changes in interest rates affect the interest expense we pay on our floating rate debt. A hypothetical 100 basis point increase in interest rates would increase our interest expense by approximately $4.8 million annually based on the debt outstanding at December 31, 2022.

Foreign Exchange Currency Risk

We have foreign currency risks related disclosures.
In June 2014,to our revenue and operating expenses denominated in currencies other than the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): AccountingU.S. dollar, primarily the Australian dollar. Since we translate foreign currencies into U.S. dollars for Share-Based Payments When the Terms offinancial reporting purposes, currency fluctuations can have an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier

51


adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on our financial statements.results.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," ("ASU 2014-09"). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and related disclosures.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk


We have experienced and will continue to experience fluctuations in our Net income as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are exposeddenominated in currencies other than the functional currency of the entities in which they are recorded. We recognized immaterial amounts of foreign currency gains and losses in each of the periods presented. We have not hedged our foreign currency transactions to various typesdate. We are evaluating the costs and benefits of market riskinitiating a hedging program and may in the normal course of business. In particular,future hedge selected significant transactions denominated in currencies other than the U.S. dollar as we are subject to interest rate variability primarily associated with borrowings underexpand our credit facilities.international operations and our risk grows.


The Company's senior secured credit facilities have floating interest rates, if certain market interest rates exceed specified floors. A sensitivity analysis was performed to demonstrate the impact that a 12.5 basis point increase or decrease in the interest rate associated with the Company's debt obligations would have on interest expense, yielding an increase or decrease to interest expense of approximately $3 million for the year ended December 31, 2014. For additional information related to the Company's debt obligation and interest rates, see "Liquidity and Capital Resources" in Item 7.

5265








ITEMItem 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA    Financial Statements and Supplementary Data



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
Audited Consolidated Financial Statements for Dex Media, Inc.
F-267
F-470
F-571
F-672
F-773
F-874




F-166




Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and ShareholdersStockholders
Dex Media,Thryv Holdings, Inc. and subsidiaries

Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Dex Media,Thryv Holdings, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and2022, the related consolidated statements of operations and comprehensive income, (loss), changes in shareholders'stockholders’ equity, (deficit), and cash flows for each of the two years in the periodyear ended December 31, 2014. These2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements arepresent fairly, in all material respects, the responsibilityfinancial position of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We conducted our auditsalso have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 23, 2023 expressed an unqualified opinion.

Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion,Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements referredthat were communicated or required to above present fairly,be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in all material respects,any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment of Thryv U.S. Marketing Services Reporting Unit
As described in Note 5 to the consolidated financial positionstatements, the Company performs its annual impairment test for all its reporting units on October 1 or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. The results of Dex Media, Inc.the quantitative impairment test indicated that the Thryv U.S. Marketing Services reporting unit had a carrying value that exceeded its fair value. As a result, the Company recorded $102.0 million of goodwill impairment during the year ended December 31, 2022. We identified the fair value estimate of the Thryv U.S. Marketing Services reporting unit as a critical audit matter.

The principal consideration for our determination that the fair value estimate of the Thryv U.S. Marketing Services reporting unit is a critical audit matter is that the significant assumptions made by management involve subjectivity and subsidiariesjudgment in the preparation of discounted future cash flows. The reporting unit discounted future cash flows include certain management assumptions that are complex and have a higher degree of estimation uncertainty. Changes in these assumptions could have a significant impact on the fair value estimate. These assumptions include forward-looking projections related to revenue and operating expenses and the application of a discount rate. Performing audit procedures to evaluate management’s assumptions required a high degree of auditor judgment and audit effort, including the need to involve valuation specialists.

Our audit procedures related to the fair value estimate of the Thryv U.S. Marketing Services reporting unit included the following, among others.
67



a.We tested the design and operating effectiveness of relevant controls relating to management’s preparation and review of the discounted future cash flows and the discount rate applied, and review of the methodologies applied by third-party valuation specialists engaged by the Company.
b.We evaluated the reasonableness of forecasted revenues and operating expenses used in the future discounted cash flows by comparing them to historical results and comparing prior year forecasted amounts to respective actual results.
c.With the assistance of a valuation specialist, we evaluated the reasonableness of the discount rate and the appropriateness of the methodologies used by the Company.
d.We evaluated the qualifications of the third-party valuation specialists engaged by the Company based on their credentials and experience.

Pension Obligations
As described in Note 11 to the consolidated financial statements, the Company’s aggregate net pension obligations at December 31, 20142022 was $73.4 million and 2013,is calculated as $444.9 million of defined benefit pension obligation for its defined benefit pension plans less the related pension assets of $371.5 million. The Company recorded a net periodic pension benefit of $44.6 million for the year-ended December 31, 2022. The Company remeasures the defined benefit pension obligations annually or upon a remeasurement date, with actuarial gains and losses immediately recorded in operating results during the period they occur. We identified the defined benefit pension obligation estimates for the Dex Pension Plan and YP Holdings LLC Pension Plan, as a critical audit matter.

The principal consideration for our determination that the defined benefit pension obligation estimates for the Dex Pension Plan and YP Holdings LLC Pension Plan is a critical audit matter is that the significant assumptions utilized in such estimates are subjective in nature and complex, including the discount rates and mortality rates used in the actuarial calculations. Changes in these assumptions could have a significant impact on the defined benefit pension obligation estimates and related actuarial gains and losses recognized. Performing audit procedures to evaluate management’s assumptions required a high degree of auditor judgment and audit effort, including the need to involve actuary specialists.

Our audit procedures related to projected benefit obligation estimates included the following, among others.

a.We tested the design and operating effectiveness of relevant controls relating to management’s determination and review of the discount rate applied in estimating the defined benefit pension obligations, and review of the actuarial significant assumptions applied by the actuary specialist engaged by the Company.
b.With the assistance of an actuary specialist, we evaluated the reasonableness of the Company’s significant assumptions related to the discount rates and mortality rates used in determining the projected benefit obligations.
c.We evaluated the qualifications of the actuary specialists engaged by the Company based on their credentials and experience.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2022.

Dallas, Texas
February 23, 2023

68



Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Thryv Holdings, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated resultsbalance sheet of theirThryv Holdings, Inc. and Subsidiaries (the Company) as of December 31, 2021, the related consolidated statements of operations and theircomprehensive income, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2014,2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021 in conformity with U.S. generally accepted accounting principles.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Dex Media, Inc.’s and subsidiaries internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 16, 2015 expressed an adverse opinion thereon.Basis for Opinion



/s/ Ernst & Young LLP                    

Dallas, Texas
March 16, 2015

F-2


Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders    
Dex Media, Inc:
We have audited the accompanying consolidated statements of comprehensive income (loss), changes in shareholders’ equity (deficit), and cash flows of Dex One Corporation and subsidiaries (the Company) for the year ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on these consolidatedthe Company’s financial statements based on our audit.audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audit providesaudits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and the cash flows of Dex One Corporation and subsidiaries for the year ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming that Dex One Corporation and subsidiaries will continue as a going concern. As discussed in note 1 to the consolidated financial statements in the 2012 Form 10-K, Dex One Corporation and subsidiaries voluntarily filed for Chapter 11 Bankruptcy on March 18, 2013, has a highly leveraged capital structure and has experienced decline in operating results and cash flows that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 1. The consolidated financial statements and financial statement schedules do not include any adjustments that might result from the outcome of this uncertainty.


/s/ KPMGErnst & Young, LLP


Raleigh, North CarolinaDallas, Texas
March 18, 201315, 2022



except for Note 17, Segment Information, as to which the date is


F-3



February 23, 2023
69

Dex Media, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
 Years Ended December 31,
(in millions, except per share data)201420132012
    
Operating Revenue$1,815
$1,444
$1,278
    
Operating Expenses   
Selling436
383
280
Cost of service (exclusive of depreciation and amortization)576
479
358
General and administrative164
209
118
Depreciation and amortization643
765
419
Impairment charge—
458
—
Total Operating Expenses1,819
2,294
1,175
Operating Income (Loss)(4)(850)103
Interest expense, net356
316
196
(Loss) Before Reorganization Items, Gains on Early Extinguishment of Debt and Provision (Benefit) for Income Taxes(360)(1,166)(93)
Reorganization items—
38
—
Gains on early extinguishment of debt2
9
140
Income (Loss) Before Provision (Benefit) for Income Taxes(358)(1,195)47
Provision (benefit) for income taxes13
(376)6
Net Income (Loss)(371)(819)41
    
Other Comprehensive Income (Loss)   
Adjustments for pension and other post-employment benefits, net of taxes(51)10
(16)
Comprehensive Income (Loss)(422)(809)25
    
Basic and diluted earnings (loss) per common share$(21.43)$(54.89)$4.09
Basic and diluted weighted average common shares outstanding17.3
14.9
10.1




Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income


Years Ended December 31,
(in thousands, except share and per share data)202220212020
Revenue$1,202,388 $1,113,382 $1,109,435 
Cost of services422,006 408,043 439,742 
Gross profit780,382 705,339 669,693 
Operating expenses:
Sales and marketing362,432 357,813 315,195 
General and administrative216,406 153,902 177,574 
Impairment charges102,222 3,611 24,911 
Total operating expenses681,060 515,326 517,680 
Operating income99,322 190,013 152,013 
Other income (expense):
Interest expense(56,902)(48,867)(51,537)
Interest expense, related party(3,505)(17,507)(17,002)
Other components of net periodic pension benefit (cost)44,612 14,829 (42,236)
Other income (expense)
15,448 (4,154)— 
Income before income tax (expense) benefit98,975 134,314 41,238 
Income tax (expense) benefit(44,627)(32,737)107,983 
Net income$54,348 $101,577 $149,221 
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax(8,214)(8,047)— 
Comprehensive income$46,134 $93,530 $149,221 
Net income per common share:
Basic$1.58 $3.02 $4.73 
Diluted$1.49 $2.78 $4.42 
Weighted-average shares used in computing basic and diluted net income per common share:
Basic34,336,493 33,607,446 31,522,845 
Diluted36,506,095 36,495,746 33,795,594 
The accompanying notes are an integral part of the consolidated financial statements.







F-4
70




Dex Media, Inc. and Subsidiaries
Consolidated Balance Sheets

 At December 31,
(in millions, except share data)20142013
   
Assets  
Current Assets  
Cash and cash equivalents$171
$156
Accounts receivable, net of allowances of $30 and $26151
218
Deferred directory costs161
183
Deferred tax assets—
9
Prepaid expenses and other14
27
Assets held for sale—
16
Total current assets497
609
Fixed assets and capitalized software, net64
106
Goodwill315
315
Intangible assets, net794
1,381
Pension assets45
41
Other non‑current assets7
12
Total Assets$1,722
$2,464
   
Liabilities and Shareholders' (Deficit)  
Current Liabilities  
Current maturities of long-term debt$124
$154
Accounts payable and accrued liabilities167
166
Accrued interest20
20
Deferred revenue93
126
Total current liabilities404
466
Long-term debt2,272
2,521
Employee benefit obligations127
132
Deferred tax liabilities30
28
Unrecognized tax benefits11
19
Other liabilities—
1
  

Shareholders' (Deficit)  
Common stock, par value $.001 per share, authorized – 300,000,000 shares; issued and outstanding – 17,608,580 shares at December 31, 2014 and 17,601,520 shares at December 31, 2013—
—
Additional paid-in capital1,554
1,551
Retained (deficit)(2,591)(2,220)
Accumulated other comprehensive (loss)(85)(34)
Total shareholders' (deficit)(1,122)(703)
Total Liabilities and Shareholders' (Deficit)$1,722
$2,464


The accompanying notes are an integral part of the consolidated financial statements.

F-5


Dex Media,Thryv Holdings, Inc. and Subsidiaries
Consolidated Statement of Changes in Shareholders' Equity (Deficit)
Balance Sheets

(in millions)Common Stock 
Additional
Paid-in Capital
 Retained Deficit 
Accumulated Other Comprehensive
(Income) Loss
 Total Shareholders’ Equity (Deficit)
          
Balance, December 31, 2011$—
 $1,460
 $(1,442) $(28) $(10)
Net income—
 —
 41
 —
 41
Issuance of equity based awards—
 5
 —
 —
 5
Other comprehensive income (loss), net of tax—
 —
 —
 (16) (16)
Balance, December 31, 2012—
 1,465
 (1,401) (44) 20
Acquisition of SuperMedia—
 82
 —
 —
 82
Net (loss)—
 —
 (819) —
 (819)
Issuance of equity based awards—
 4
 —
 —
 4
Other comprehensive income (loss), net of tax—
 —
 —
 10
 10
Balance, December 31, 2013—
 1,551

(2,220)
(34) (703)
Net (loss)—
 —
 (371) —
 (371)
Issuance of equity based awards—
 3
 —
 —
 3
Other comprehensive income (loss), net of tax—
 —
 —
 (51) (51)
Balance, December 31, 2014$—
 $1,554
 $(2,591) $(85) $(1,122)



(in thousands, except share data)December 31, 2022December 31, 2021
Assets
Current assets
Cash and cash equivalents$16,031 $11,262 
Accounts receivable, net of allowance of $14,766 in 2022 and $17,387 in 2021
284,698 279,053 
Contract assets, net of allowance of $33 in 2022 and $88 in 20212,583 5,259 
Taxes receivable11,553 14,711 
Prepaid expenses25,092 22,418 
Indemnification asset26,495 24,346 
Other current assets11,864 13,596 
Total current assets378,316 370,645 
Fixed assets and capitalized software, net42,334 50,938 
Goodwill566,004 671,886 
Intangible assets, net34,715 82,577 
Deferred tax assets113,859 90,565 
Other assets42,649 33,891 
Total assets$1,177,877 $1,300,502 
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable$18,972 $8,610 
Accrued liabilities126,810 131,813 
Current portion of unrecognized tax benefits31,919 29,771 
Contract liabilities41,854 51,726 
Current portion of long-term debt70,000 70,000 
Other current liabilities10,937 15,214 
Total current liabilities300,492 307,134 
Term Loan, net345,256 309,672 
Term Loan, related party— 142,875 
ABL Facility54,554 39,929 
Pension obligations, net72,590 140,167 
Deferred tax liabilities513 10,798 
Other liabilities22,205 35,212 
Total long-term liabilities495,118 678,653 
Commitments and contingencies (see Note 15)
Stockholders' equity
Common stock - $0.01 par value, 250,000,000 shares authorized; 61,279,379, shares issued and 34,593,837 shares outstanding at December 31, 2022; and 60,830,853 shares issued and 34,145,311 shares outstanding at December 31, 2021
613 608 
Additional paid-in capital1,105,701 1,084,288 
Treasury stock - 26,685,542 shares at December 31, 2022 and December 31, 2021(468,879)(468,879)
Accumulated other comprehensive income (loss)(16,261)(8,047)
Accumulated deficit(238,907)(293,255)
Total stockholders' equity382,267 314,715 
Total liabilities and stockholders' equity$1,177,877 $1,300,502 
The accompanying notes are an integral part of the consolidated financial statements.

71



F-6


Dex Media, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
  
 Years Ended December 31,
(in millions)201420132012
    
Cash Flows from Operating Activities   
Net income (loss)$(371)$(819)$41
Reconciliation of net income (loss) to net cash provided by operating activities:

  
Depreciation and amortization643
765
419
Provision for deferred income taxes11
(351)6
Provision for unrecognized tax benefits(8)(32)—
Provision for bad debts26
23
33
Non-cash interest expense93
69
40
Stock-based compensation expense4
4
5
Impairment charge—
458
—
Employee retiree benefits(8)(3)2
Employee benefit plan amendments(42)—
—
Gains on early extinguishment of debt(2)(9)(140)
Non-cash reorganization items—
32
—
Changes in assets and liabilities:





Accounts receivable41
291
(11)
Deferred directory costs26
(46)33
Other current assets11
11
15
Accounts payable and accrued liabilities(27)(32)(87)
Other items, net(9)(1)(7)
Net cash provided by operating activities388
360
349
    
Cash Flows from Investing Activities   
Additions to fixed assets and capitalized software(18)(24)(23)
Cash acquired in acquisition—
154
—
Proceeds from sale of building13
—
—
Net cash provided by (used in) investing activities(5)130
(23)
    
Cash Flows from Financing Activities   
Debt repayments(367)(505)(401)
Debt issuance costs and other financing items, net(1)(1)(11)
Net cash (used in) financing activities(368)(506)(412)
    
Increase (decrease) in cash and cash equivalents15
(16)(86)
Cash and cash equivalents, beginning of year156
172
258
Cash and cash equivalents, end of year$171
$156
$172
    
Supplemental Information   
Cash interest on debt$269
$254
$165
Cash income taxes, net$4
$14
$2



Thryv Holdings, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity


Common StockTreasury Stock
(in thousands, except share amounts)SharesAmountAdditional Paid-in CapitalSharesAmountAccumulated Other Comprehensive Income (Loss)Accumulated
(Deficit)		Total Stockholders'
Equity
Balance as of December 31, 201957,443,282 $574 $1,008,701 (23,952,756)$(437,962)$— $(544,053)$27,260 
Purchase of treasury stock— — — (2,682,042)(30,626)— — (30,626)
Exercise of stock options2,147,140 22 14,075 (112,469)(1,282)— — 12,815 
Reclass of stock options from liability to equity classification— — 37,661 — — — — 37,661 
Private placement— — (813)68,857 1,257 — — 444
Net income— — — — — — 149,221 149,221 
Balance as of December 31, 202059,590,422 $596 $1,059,624 (26,678,410)$(468,613)$— $(394,832)$196,775 
Exercise of stock options669,836 6 2,678 (7,132)(266)$— — 2,418 
Exercise of stock warrants570,595 6 13,892 — — — — 13,898 
Stock compensation expense— — 8,094 — — — — 8,094 
Cumulative translation adjustment, net of tax— — — (8,047)(8,047)
Net income— — — — — — 101,577 101,577 
Balance as of December 31, 202160,830,853 $608 $1,084,288 (26,685,542)$(468,879)$(8,047)$(293,255)$314,715 
Exercise of stock options445,904 5 6,721 — — — — 6,726 
Exercise of stock warrants2,622 — 64 — — — — 64 
Stock compensation expense— — 14,628 — — — — 14,628 
Cumulative translation adjustment, net of tax— — — — — (8,214)— (8,214)
Net income— — — — — — 54,348 54,348 
Balance as of December 31, 202261,279,379 $613 $1,105,701 (26,685,542)$(468,879)$(16,261)$(238,907)$382,267 

The accompanying notes are an integral part of the consolidated financial statements.

F-7
72




DEX MEDIA, INC.Thryv Holdings, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSConsolidated Statements of Cash Flows

Years Ended December 31,
(in thousands)202220212020
Cash Flows from Operating Activities
Net income$54,348 $101,577 $149,221 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization88,392 105,473 146,523 
Amortization of debt issuance costs5,749 4,919 1,068 
Deferred income taxes(15,119)(20,438)(147,329)
Provision for credit losses and service credits25,971 19,394 64,627 
Stock-based compensation expense (benefit)14,628 8,094 (2,895)
Other components of net periodic pension (benefit) cost(44,612)(14,829)42,236 
Impairment charges102,222 3,611 24,911 
(Gain) loss on foreign currency exchange rates(1,591)745 — 
Bargain purchase gain(10,883)— — 
Other, net(2,866)(2,569)8,987 
Changes in working capital items, excluding acquisitions:
Accounts receivable(5,242)74,368 41,382 
Contract assets2,764 5,628 369 
Prepaid expenses and other assets2,518 6,084 472 
Accounts payable and accrued liabilities(41,105)(125,883)(86,161)
Other liabilities(26,601)4,397 (10,639)
Net cash provided by operating activities148,573 170,571 232,772 
Cash Flows from Investing Activities
Additions to fixed assets and capitalized software(29,233)(26,849)(27,757)
Proceeds from the sale of assets— 6,836 1,546 
Acquisition of a business, net of cash acquired(22,793)(175,370)— 
Other— (1,192)— 
Net cash (used in) investing activities(52,026)(196,575)(26,211)
Cash Flows from Financing Activities
Proceeds from Term Loan— 418,070 — 
Proceeds from Term Loan, related party— 260,930 — 
Payments of Term Loan(104,165)(110,215)— 
Payments of Term Loan, related party(8,347)(47,785)— 
Payments of Senior Term Loan— (335,821)(113,747)
Payments of Senior Term Loan, related party— (113,789)(46,643)
Proceeds from ABL Facility976,296 1,046,249 1,143,700 
Payments of ABL Facility(961,670)(1,085,558)(1,169,446)
Purchase of treasury stock— — (30,626)
Proceeds from exercises of stock options and stock warrants6,789 20,967 11,241 
Other— (13,960)(546)
Net cash (used in) provided by financing activities(91,097)39,088 (206,067)
Effect of exchange rate changes on cash and cash equivalents(827)(1,933)— 
Increase in cash and cash equivalents and restricted cash4,623 11,151 494 
Cash and cash equivalents and restricted cash, beginning of period13,557 2,406 1,912 
Cash and cash equivalents and restricted cash, end of period$18,180 $13,557 $2,406 
Supplemental Information
Cash paid for interest$57,084 $66,737 $72,931 
Cash paid for income taxes, net$58,259 $63,893 $24,799 

The accompanying notes are an integral part of the consolidated financial statements.
73


Thryv Holdings, Inc. and Subsidiaries
Notes to Consolidated Financial Statements


Note 1     Description of Business and Summary of Significant Accounting Policies


General


Dex Media,Thryv Holdings, Inc. (“Dex Media”, “we”, “our”,Thryv” or the “Company”“Company”) isprovides small-to-medium sized businesses (“SMBs”) with print and digital marketing services and Software as a leading provider of localService (“SaaS”) business management tools. The Company owns and operates Print Yellow Pages (“PYP” or “Print”) and digital marketing solutions to over 490,000 business clients across the United States. Our approximately 1,900 sales employees work directly with our clients to provide multiple local marketing solutions that drive customer leads to our clients and help our clients connect with their customers.

Our local marketing solutions are primarily sold under various “Dex” and “Super” brands, including print yellow page directories, online localservices (“Digital”), which includes Internet Yellow Pages (“IYP”), search engine websites, mobile local search applications,marketing (“SEM”), and placement of our client’s informationother digital media services, including online display advertising, and advertisements on major search engine websites, with which we are affiliated. Our local marketing solutions also include website development, search engine optimization market analysis, video development and promotion, reputation(“SEO”) tools. In addition, through the Thryv® platform, the Company is a provider of SaaS business management social mediatools designed for SMBs.

On January 21, 2022, Thryv, Inc., the Company’s wholly-owned subsidiary, acquired Vivial Media Holdings, Inc. (“Vivial”), a marketing and tracking/reporting of customer leads.

Our print yellow page directories are co-brandedadvertising company with various local telephone service providers; including Verizon Communications Inc. ("Verizon"), AT&T Inc., CenturyLink, Inc., FairPoint Communications, Inc., and Frontier Communications Corporation. We operate as the authorized publisher of print yellow page directories in some of the markets where they provide telephone service, and we hold multiple agreements governing our relationship with each company, including publishing agreements, branding agreements, and non-competition agreements.

In 2014, we published more than 1,700 distinct directory titles in 42 states and distributed approximately 100 million directories to businesses and residencesoperations in the United States. In 2014, our top ten directories, as measured by revenue, accounted for approximately 5% of our revenue and no single directory or local client accounted for more than 1% of our revenue.

Dex Media was created as a result ofStates. Additionally, on March 1, 2021, the merger between Dex One Corporation (“Dex One”) and SuperMedia Inc. (“SuperMedia”) on April 30, 2013. Dex One was the acquiring company.

Dex One became the successor registrant to R.H. Donnelley Corporation ("RHDC") upon emergence from Chapter 11 proceedings on January 29, 2010. RHDC was formed on February 6, 1973 as a Delaware corporation.In November 1996, RHDC, then known as The Dun & Bradstreet Corporation, separated through a spin-off into three separate public companies: The Dun and Bradstreet Corporation, ACNielsen Corporation, and Cognizant Corporation. In June 1998, The Dun & Bradstreet Corporation separated through a spin-off into two separate public companies: RHDC (formerly The Dun & Bradstreet Corporation) and a new company that changed its name to The Dun & Bradstreet Corporation. In January 2003, RHDC acquired the directory business of Sprint Corporation (formerly known as Sprint Nextel Corporation). In September 2004, RHDCCompany completed the acquisition of the directory publishing business of AT&T, Inc. (formerly known as SBC Communications, Inc.) in Illinois and Northwest Indiana, including AT&T's interest in the DonTech II Partnership ("DonTech"Sensis Holding Limited (“Thryv Australia”), a 50/50 general partnership between RHDCprovider of marketing solutions serving SMBs in Australia.

During the second quarter of 2022, the Company started reflecting its Thryv International SaaS business as a separate reportable segment. As such, beginning on April 1, 2022, the results of our international SaaS business are being presented separately from the results of our international marketing services business. Comparative prior periods have been recast to reflect the current presentation.

The Company reports its results based on four reportable segments:

•Thryv U.S. Marketing Services, which includes the Company's Print and AT&T. In January 2006, RHDC acquired the exclusive publisher of the directories for Qwest Communications International Inc. ("Qwest") where Qwest was the primary local telephone service provider.

SuperMedia became the successor company to Idearc, Inc. upon emergence from Chapter 11 bankruptcy proceedings on December 31, 2009. Idearc Inc. was created in November 2006 when Verizon spun-off its domestic directory business.

Merger and Related Bankruptcy Filing of Dex One and SuperMedia

On December 5, 2012, Dex One entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with SuperMedia, Newdex Inc. ("Newdex"), and Spruce Acquisition Sub, Inc., a direct wholly owned subsidiary of Newdex ("Merger Sub"). The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, (i) Dex One would merge with and into Newdex, with Newdex as the surviving entity and (ii) immediately thereafter, Merger Sub would merge with and into SuperMedia, with SuperMedia as the surviving entity, and become a direct wholly owned subsidiary of Newdex (the "Merger"). As a result of the Merger, Newdex, as successor to Dex One, would be renamed Dex Media, Inc. and become a newly listed company. The Merger Agreement further provided that if either Dex One or SuperMedia were unable to obtain the requisite consents to the Merger from their respective stockholders and to the

F-8


contemplated amendments to their respective financing agreements from their senior secured lenders to consummate the transactions on an out-of-court basis, the Merger could be effected through voluntary pre-packaged plans of reorganization under Chapter 11 of Title 11 of the United States Code ("Chapter 11" or the "Bankruptcy Code"). Because neither Dex One nor SuperMedia were able to obtain the requisite consents to complete the Merger out of court, each of Dex One and SuperMedia and all of their domestic subsidiaries voluntarily filed pre-packaged bankruptcy petitions under Chapter 11 on March 18, 2013,Digital solutions business in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") and requested confirmation of their respective joint pre-packaged Chapter 11 plans (the "Prepackaged Plans"), seeking to effect the Merger and related transactions contemplated by the Merger Agreement.States;

On April 29, 2013, the Bankruptcy Court held a hearing and entered separate orders confirming each of the Prepackaged Plans. On April 30, 2013, Dex One and SuperMedia consummated the Merger and other transactions contemplated by the Merger Agreement and emerged from Chapter 11 protection. Effective with the emergence from bankruptcy and the consummation of the Merger, each share of Dex One common stock was converted into 0.2 shares of common stock of Dex Media and each share of SuperMedia common stock was converted into 0.4386 shares of common stock of Dex Media. The common stock of Dex Media is listed on the NASDAQ Stock Market.

Departure/Appointment of Certain Officers

On October 14, 2014, the Company announced the appointment of Joseph A. Walsh as President and Chief Executive Officer of the Company and his election to the Company’s Board of Directors. Mr. Walsh succeeds Peter J. McDonald, who retired as the Company’s Chief Executive Officer and Director, effective October 14, 2014. To ensure a smooth transition of his responsibilities, the Company and Mr. McDonald entered into a twelve month consulting services agreement.

In November 2014, the Company announced the appointment of several new executive team members, including Mr. Paul D. Rouse, who became the Company’s Executive Vice President - Chief Financial Officer and Treasurer, effective upon the resignation of Mr. Samuel D. Jones as the Executive Vice President - Chief Financial Officer and Treasurer of the Company, on November 14, 2014.

The Company also announced the resignation of Frank P. Gatto, the Company’s Executive Vice President - Operations. To ensure a smooth transition of their responsibilities, each of Mr. Jones and Mr. Gatto entered into a twelve month consulting services agreement with the Company.
Business Transformation Program
On December 11, 2014, the Company announced an organizational restructuring program, the costs of•Thryv U.S. SaaS, which the Company has identified as business transformation costs. The program is designed to reorganize and strategically refocus the Company. The program includes the launchCompany's flagship SMB end-to-end customer experience platform in the United States;
•Thryv International Marketing Services, which is comprised of virtual sales offices, enabling the Company to eliminate field sales offices, the automation of the sales process, integration of systems to eliminate duplicative systemsThryv's Print and workforce reductions. The Company expects charges associated with the program to range from $70 million to $100 million,Digital solutions business in Australia; and to be incurred in 2014 and throughout 2015.

During the year ended December 31, 2014, the Company recorded a severance charge associated with the business transformation program of $43 million,•Thryv International SaaS, which includes severance associated with our former Presidentthe SaaS business management tools for SMBs in Australia.

The corresponding current and Chief Executive Officer, our former Executive Vice President - Chief Financial Officer and Treasurer, and our former Executive Vice President - Operations of $10 million. The total severance charge was recorded in accordance withprior period segment disclosures have been recast to reflect the Company’s existing severance program, without enhancement, and represents the cost of the Company's workforce reduction plan to lay off approximately 1,000 employees, beginning in the fourth quarter of 2014 and continuing through 2015.current segment presentation. See Note 17, Segment Information.

Business transformation costs are recorded as general and administrative expense in our 2014 consolidated statement of comprehensive income (loss).

Additional charges associated with lease terminations, costs associated with system consolidations and relocation costs will be incurred beginning in 2015.

For additional information regarding business transformation costs, see Note 5.

F-9


Summary of Significant Accounting Policies


Basis of Presentation


The Company prepares its financial statements in accordance with generally accepted accounting principles ("GAAP") in the United States.States (“U.S. GAAP”). The consolidated financial statements include the financial statements of Dex MediaThryv Holdings, Inc. and its wholly owned subsidiaries.

The accompanying consolidated financial statements reflect all adjustments, consisting of only normal recurring items and accruals, necessary to fairly present the financial position, results of operations and cash flows of the Company for the periods presented. All intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the December 31, 2020 consolidated financial statements and accompanying notes to conform to the December 31, 2022 presentation. All conforming reclassifications were immaterial and did not impact the Company’s Net income. These conforming reclassifications did not result in material changes to the presentation of the financial statements for the year ended December 31, 2020.

Gross Profit Change

During the year ended December 31, 2021, the Company revised the format of its consolidated statements of operations since the issuance of its Annual Report on Form 10-K for the year ended December 31, 2020 (our “2020 Form 10-K”) in order to provide better insight into the Company's results of operations and to align its presentation to certain industry competitors. As a result, a Gross profit subtotal line item was added within the Company’s consolidated statements of
74


operations and comprehensive income. Additionally, the Company reclassified Depreciation and amortization from a single line item in its consolidated statements of operations and comprehensive income to be reflected as a component of Gross profit, Sales and marketing expense, and General and administrative expense.

The following summarizes the changes made to the Company's consolidated statements of operations for December 31, 2020:
Year Ended December 31, 2020
(in thousands)As ReportedAdjustmentsAs Adjusted
Cost of services$366,696 $73,046 $439,742 
Sales and marketing263,006 52,189 315,195 
General and administrative156,286 21,288 177,574 
Impairment charges24,911 — 24,911 
Depreciation and amortization146,523 (146,523)— 

Use of Estimates

The preparation of thesethe Company’s consolidated financial statements requires management to make estimates and judgmentsassumptions about future events that affect the amounts reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. All inter-company accounts and transactions have been eliminated. The Company is managed as a single business segment.

In the periods subsequent to filing for bankruptcy on March 18, 2013 and until emergence from bankruptcy on April 30, 2013, Accounting Standards Codification ("ASC") 852 “Reorganizations" ("ASC 852") was applieddisclosed in preparing the consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. The results of Dex One.  those estimates form the basis for making judgments about the carrying values of certain assets and liabilities.

Examples of reported amounts that rely on significant estimates include revenue recognition, allowance for credit losses, assets acquired and liabilities assumed in business combinations, capitalized costs to obtain a contract, certain amounts relating to the accounting for income taxes, including valuation allowance, indemnification asset, stock-based compensation expense, operating lease right-of-use assets and operating lease liabilities, accrued service credits, and pension obligations. Significant estimates are also used in determining the recoverability and fair value of fixed assets and capitalized software, operating lease right-of-use assets, goodwill and intangible assets.

Summary of Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue based on the revenue recognition standard, Revenue from Contracts with Customers (Topic 606), (“ASC 852 requires606”). The Company determines the amount of revenue to be recognized through application of the following five steps: (i) identify a customer contract, (ii) identify performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue, each of which is described further below.

Identify the Customer Contract

The Company accounts for a contract with a client when approval and commitment from all parties is obtained, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to the client and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Typical payment terms provide that the financial statements distinguish transactionsCompany’s clients pay within 20 days of the invoice.

Identify the Performance Obligations in the Contract and eventsRecognize Revenue

The Company has determined that each of its services is distinct and represents a separate performance obligation. The client can benefit from each service on its own or together with other resources that are directlyreadily available to the client. Services are separately identifiable from other promises in the contract. Control over the Company’s print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market. Therefore, revenue associated with print services is recognized at a point in time upon delivery to the bankruptcy reorganization fromintended market. The Company bills customers for print advertising services monthly over the ongoing operationsrelative contract term. The difference between the timing of recognition of print advertising revenue and monthly billing generates the Company’s unbilled receivables balance. The unbilled receivables balance is reclassified as billed accounts receivable through the passage of time as the customers are
75

invoiced each month. SaaS and digital services are recognized using the series guidance. Under the series guidance, the Company’s obligation to provide services is the same for each day under the contract, and therefore represents a single performance obligation. Revenue associated with SaaS and digital services is recognized over time using an output method to measure the progress toward satisfying a performance obligation.

As part of the business. Accordingly,SaaS offerings, the Company enters into certain expenses including professional fees, realized gainsdevelopment and lossesreseller agreements with third parties. Based upon the control indicators outlined in ASC 606, the Company acts as a principal in these arrangements and provisionsrecognizes revenue on a gross basis because it controls the services before they are transferred to clients.

Determine and Allocate the Transaction Price to the Performance Obligations in the Contract

The transaction price of a contract consists of fixed and variable consideration components pursuant to the applicable contractual terms and excludes sales tax. The Company’s contracts have variable consideration in the form of price concessions and service credits. Service credits may be issued to a client at the discretion of the Company related to client satisfaction issues and claims. The Company performs a monthly review of expected service credits at a portfolio level based on the Company’s history of adjustments and expected trends. The provision for lossesservice credits is recorded as a reduction to revenue in the Company’s consolidated statements of operations and comprehensive income.

For performance obligations recognized under the series guidance, variable consideration is allocated. When necessary, variable consideration is estimated and included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. These judgments involve consideration of historical and expected experience with the client and other similar clients.

The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Standalone selling price is the price at which the Company would sell a promised service separately to a client. Judgment is required to determine the standalone selling price for each distinct performance obligation. Often times, the Company does not have sufficient standalone sales information, as contracts with customers generally include multiple performance obligations. When standalone sales information is not available, the Company estimates standalone selling price using information that may include average selling price, market conditions, entity specific factors such as pricing and discounting strategies, and other inputs.

Costs to Obtain and Fulfill a Contract with a Customer

Costs to Obtain a Contract with a Customer

The Company has determined that sales commissions paid to employees and certified marketing representatives associated with selling the Company’s print, digital and SaaS services are realized fromconsidered incremental and recoverable costs of obtaining a contract.

Commissions related to renewal contracts are not commensurate with costs incurred to obtain an initial contract. Therefore, commissions incurred to obtain a new contract are capitalized and recognized over the reorganizationbenefit period, which is determined to be eighteen months based on expected contract renewals, the Company’s technology development life-cycle, and restructuring process have beenother factors. Commissions for renewals of existing contracts are expensed as incurred under a practical expedient, which allows an entity to expense costs to obtain a contract with an amortization period of less than twelve months.

Deferred costs to obtain contracts are classified as reorganization itemscurrent or non-current based on the timing of when the Company expects to recognize the expense. The current portion is included in Other current assets and the non-current portion is included in Other assets on the Company’s consolidated balance sheets. Amortization of deferred costs to obtain contracts is included as a component of Sales and marketing expense in the Company's consolidated statements of operations and comprehensive income (loss). income.

The Company accountedfollowing table sets for the mergerCompany's deferred costs to obtain contracts, as of Dex OneDecember 31, 2022 and SuperMedia creating Dex Media on April 30, 2013, using the acquisition method of accounting in accordance with ASC 805 “Business Combinations” (“ASC 805”). As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results. For additional information regarding the merger and acquisition accounting, see Note 2.2021:
Certain prior period amounts on our consolidated financial statements have been reclassified to conform to current year presentation.

(in thousands)December 31, 2022December 31, 2021
Deferred costs to obtain contracts - Current assets$6,855 $7,126 
Deferred costs to obtain contracts - Non-current assets741 1,812 
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 significant estimates include the allowance for doubtful accounts, the recoverability and fair value determination of property, plant and equipment, goodwill, intangible assets and other long-lived assets, pension assumptions and estimates of selling prices that are used for multiple element arrangements.

Revenue Recognition
Revenue is earned from the sale of advertising. We are not generally affected by seasonality given our revenue is largely recognized on a straight-line basis over twelve month contract periods.
The sale of advertising in print directories is our primary source of revenue. We recognize revenue from print directory advertising ratably over the life of each directory which is typically twelve months, using the deferral and amortization method of accounting, with revenue recognition commencing in the month of publication.

Revenue derived from digital advertising is earned primarily from two sources: fixed-fee and performance-based advertising. Fixed-fee advertising includes advertisement placement on our and other local search websites, website development and website hosting for client advertisers. Revenue from fixed-fee advertising is recognized ratably over the life of the advertising service. Performance-based advertising revenue is earned when consumers connect with client advertisers by a "click" or “action” on their digital advertising or a phone call to their business. Performance-based advertising revenue is recognized when there is evidence that qualifying transactions have occurred or over the service period of the arrangement, as applicable.

We also offer multiple-deliverable revenue arrangements with our customers that may include a combination of our print and digital marketing solutions. The timing of delivery or fulfillment of our marketing solutions in a multiple-deliverable arrangement may differ, whereby the fulfillment of a digital marketing solutions precedes delivery of our print marketing solutions due to the length of time required to produce the final print product. In addition, multiple print directories included in a multiple-deliverable arrangement may be published at different times throughout the year. We limit the amount of

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revenue recognizedAmortization of the Company's deferred costs to obtain contracts, for delivered elementsthe years ended December 31, 2022, 2021, and 2020 was as follows:
Years Ended December 31,
(in thousands)202220212020
Amortization of deferred costs to obtain contracts$12,110 $11,847 $13,628 

Costs to Fulfill a Contract with a Customer

Direct costs associated with fulfilling PYP contracts with a client include costs related to printing and distribution. Directly attributable costs incurred to fulfill print services are capitalized as incurred and then expensed at the amount that is not contingenttime of delivery, in line with the recognition of revenue. Costs to fulfill SaaS and digital contracts with clients are expensed as incurred.

The following table sets for the Company's deferred costs to fulfill contracts as of December 31, 2022 and 2021:

(in thousands)December 31, 2022December 31, 2021
Deferred costs to fulfill contracts (1)
$2,689 $3,466 
(1)     Included in Other current assets on the future delivery or fulfillment of other marketing solutions included in a multiple-deliverable arrangement.Company's consolidated balance sheets.


We evaluate each deliverable in a multiple-deliverable revenue arrangement to determine whether they represent separate units of accounting using the following criteria:
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 performanceAmortization of the undelivered item(s) is considered probableCompany's deferred costs to fulfill contracts for the years ended December 31, 2022, 2021, and substantially2020 was as follows:
Years Ended December 31,
(in thousands)202220212020
Amortization of deferred costs to fulfill contracts (1)
$3,466 $2,687 $4,849 
(1)    These costs were recorded in Cost of services in the control of the Company.

All of our print and digital marketing solutions qualify as separate units of accounting since they are sold on a stand-alone basis and we allocate multiple-deliverable arrangement consideration to each deliverable based on its estimated selling price. Our sales contracts generally do not include any provisions for cancellation, termination, right of return or refunds that would significantly impact recognized revenue. In determining our estimated selling prices, we require that a substantial majority of our selling prices are consistent with our normal pricing and discounting policies, which have been established by management having relevant authority.

Expense Recognition

Costs directly attributable to producing directories are amortized over the life of the directories, which is usually twelve months, under the deferral and amortization method of accounting. Direct costs include paper, printing, initial distribution and sales commissions. All other costs are recognized as incurred.

Barter Transactions

Occasionally, the Company may enter into certain transactions where a third party provides directory placement arrangements, sponsorships or other media advertising in exchange for comparable advertising with the Company. It is the Company's policy to not recognize revenue and expense from these transactions on the Company’s consolidated statements of operations and comprehensive income (loss). If recognized, revenueincome.

The Company recorded no impairment losses associated with barter transactions would be less than 2% of total revenue.these deferred costs during the years ended December 31, 2022, 2021, and 2020.


Cash and Cash Equivalents


Highly liquid investments with a maturity of 90 daysthree months or less when purchased are considered to be cash equivalents. CashThe Company’s cash and cash equivalents consist of bank deposits and money market funds.deposits. Cash equivalents are stated at cost, which approximates market value. As

Restricted Cash

The following table presents a reconciliation of December 31, 2014, the Company's cashCash and cash equivalents are valued at $171 million.and restricted cash reported within the Company's consolidated balance sheets to the amount shown in the Company's consolidated statements of cash flows for the years ended December 31, 2022 and 2021:

(in thousands)December 31, 2022December 31, 2021
Cash and cash equivalents$16,031 $11,262 
Restricted cash, included in Other current assets2,149 2,295 
Total Cash and cash equivalents and restricted cash$18,180 $13,557 

Accounts Receivable, Net of Allowance


At December 31, 2014,Accounts receivable represents billed amounts for which invoices have been provided to clients and unbilled amounts for which revenue has been recognized, but amounts have not yet been billed to the Company’s consolidated balance sheet has accounts receivables of $151 million, which is net of an allowance for doubtful accounts of $30 million, and includes unbilled receivables of $1 million. Unbilled receivables represent amounts that are not billable at the balance sheet date but are billed over the remaining life of the clients’ advertising contracts.client.


ReceivablesAccounts receivable are recorded net of an allowance for doubtful accounts. credit losses. The Company’s exposure to expected credit losses depends on the financial condition of its clients and other macroeconomic factors. The Company maintains an allowance for doubtful accounts is calculated using a percentage of sales methodcredit losses based upon collection history, and anits estimate of uncollectible accounts. Judgmentpotential credit losses. This allowance is exercised in adjustingbased upon historical and
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current client collection trends, any identified client-specific collection issues, and current as well as expected future economic conditions and market trends. See Note 6, Allowance for Credit Losses, for additional information.

The following table represents the provision as a consequencecomponents of known items, such as current economic factors and credit trends. Accounts receivable, adjustmentsnet of allowance:

 December 31,
(in thousands)20222021
Accounts receivable$80,369 $81,445 
Unbilled accounts receivable (1)
219,095 214,995 
Total accounts receivable$299,464 $296,440 
Less: allowance for credit losses(14,766)(17,387)
Accounts receivable, net of allowance$284,698 $279,053 
(1)     Unbilled accounts receivable relates primarily to the Company’s print services, which are recorded againstrecognized at a point in time upon delivery of the allowance for doubtful accounts.print services to the intended market(s), but are billed to customers monthly after the delivery of the print services. Unbilled accounts receivable are reclassified as billed accounts receivable monthly when the customers are invoiced.

The following table represents the components of unbilled accounts receivable from contracts with customers:
 December 31,
(in thousands)20222021
Unbilled accounts receivable - current$219,095 $214,995 
Unbilled accounts receivable - non-current (1)
23,653 — 
Total unbilled accounts receivable$242,748 $214,995 
(1)     Included in Other assets on the Company's consolidated balance sheets.

Concentrations of Credit Risk


Financial instruments subject to concentrations of credit risk consist primarily of temporarytrade receivables. The Company deposits cash investments, short-term investments, trade receivables, and debt. Company policy requires the deposit of temporary cash investmentson hand with major financial institutions. Cash balances at major financial institutions may exceed limits insured by the Federal Deposit Insurance Corporation.


Approximately 86%90% of the Company’s 2014 revenue isin all periods presented was derived from the sale of advertisingsales to local small and medium sized businessesSMBs that advertiseoperate in limited geographical areas. These advertisersSMBs are usually billed in monthly installments afterwhen the advertising has been publishedservices begin and, in turn, make monthly payments, requiring the Company to extend credit to these customers. This practice is widely accepted within the industry. While most new advertisers and those wanting to expand

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their current media solutions are subject to a credit review, the default rates of small and medium sized companies are generally higher than those of larger companies.clients.


The remaining 14%approximately 10% of the Company’s 2014 revenue isin all periods presented was derived from the sale of advertisingmarketing services to larger businesses that advertise regionally or nationally. Contracted certified marketing representatives ("CMRs"(“CMRs”) purchase advertising on behalf of these advertisers.businesses. Payment for advertising is due when the advertising is published and is received directly from the CMRs, net of the CMRs'CMRs’ commission. The CMRs are responsible for billing and collecting from the advertisers.these businesses. While the Company still has exposure to credit risks, historically, the losses from this client setthese clients have been less than that of local advertisers.SMBs.


The Company conducts its operations primarily in the United States and Australia. In 2022, the Company's top ten directories, as measured by revenue, accounted for approximately 1% of total revenue. No single directory or client accounted for more than 1% of the Company’s revenue for the years ended December 31, 2022, 2021 and 2020. Additionally, no single client or CMR accounted for more than 5% of the Company’s outstanding accounts receivable as of December 31, 2022 and 2021.

Fixed Assets and Capitalized Software


Property, plant and equipment are stated at cost less accumulated depreciation and amortization. The cost of additions and improvements associated with fixed assets are capitalized if they have a useful life in excess of one year. Expenditures for repairs and maintenance, including the cost of replacing minor items that are not considered substantial betterments,improvements, are expensed as incurred. When fixed assets are sold or retired, the related cost and accumulated depreciation are deducted from the accounts and any gains or losses on disposition are recognized in the Company’s consolidated statements of operations
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and comprehensive income. Fixed assets are reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of ana fixed asset may not be recoverable.


Costs associated with internal use software are capitalized during the application development stage, if they have a useful life in excess of one year. Subsequent additions, modifications, or upgrades to internal use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of an asseta capitalized software may not be recoverable.


The remaining useful lives of fixed assets and capitalized software are reviewed annually for reasonableness. Fixed assets and capitalized software are depreciated on a straight-line basis over the estimated useful lives of the assets, which are presented in the following table.
table:
Estimated
Useful Lives
Buildings and building improvements8-308 - 30 years
Leasehold improvements(1)
3-81 - 8 years
Computer and data processing equipment3 years
Furniture and fixtures7 years
Capitalized software31.5 - 5 years
Other3-73 - 7 years
(1)    Leasehold improvements are depreciated at the shorter of their estimated useful lives or the lease term. See Note 7, Fixed Assets and Capitalized Software.

Leases

The Company determines if an arrangement contains a lease at inception. The Company combines lease and non-lease components for all asset classes, except real estate leases. For additional informationreal estate leases, consideration is allocated to lease and non-lease components based on a relative standalone price. Leases are included in Other assets, Other current liabilities, and Other liabilities on the Company's consolidated balance sheets. The Company recognizes lease expense on a straight-line basis over the lease term. Lease expense is recorded within General and administrative expense in the Company's consolidated statements of operations and comprehensive income. Leases with a duration of 12 months or less are not recorded on the balance sheet and the related to fixedexpense is recorded as incurred.

Right-of-use assets and capitalized software, see Note 7.lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. If applicable, the right-of-use asset may include any initial direct costs incurred, lease payments made prior to the commencement, and is recorded net of any lease incentives received. For these calculations, the Company considers only payments that are fixed or determinable at the time of commencement or any variable payments that depend on an index or a rate.


The Company determines an incremental borrowing rate (“IBR”) based on the information available at commencement date to calculate the present value of lease payments. The IBR represents the rate of interest estimated that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment.

Lease terms may include options to extend or terminate a lease. Renewals are not assumed in the determination of the lease term unless they are deemed to be reasonably certain to be exercised.

Goodwill and Intangible Assets

The Company has goodwill of $315 million and intangible assets of $794 million on the consolidated balance sheet as of December 31, 2014


Goodwill


InGoodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired net of liabilities assumed, recorded in accordance with GAAP,ASC 805, Business Combinations, (“ASC 805”). Goodwill is not amortized, but rather subject to an annual impairment testing for goodwill is to be performed at least annually unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach, which is performed at the reporting unit level. Management performs its annual goodwill impairment test on October 1 or more frequently if events or changes in circumstances indicate that the goodwill may be impaired.

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The Company has four reporting units, R.H. Donnelley Inc. ("RHD"), Dex Media East, Inc. ("DME"), Dex Media West, Inc. ("DMW") and SuperMedia, however, only the SuperMedia reporting unit has goodwill. Step one comparesoption to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit tois less than its carrying value. In performing step oneamount. Performing a qualitative impairment assessment requires an examination of relevant events and circumstances that could have a negative impact on the carrying value of the impairment test,Company, such as macroeconomic conditions, industry and market conditions, earnings and cash flows, overall financial performance and other relevant entity-specific events.

If, after assessing the totality of events or circumstances, the Company estimateddetermines it is not more likely than not that the fair value of the reporting unit usingis less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, then it is required to perform a combination of the income and market approaches with greater emphasis placed on the income approach,quantitative assessment for purposes of estimating the total enterprise value of the Company.impairment. If the quantitative assessment indicates that the reporting unit’s carrying valueamount exceeds theits fair value, there is a potentialthe Company will recognize an impairment and step two must be performed. Step two comparescharge up to this amount, but not to exceed the total carrying value of the reporting unit's goodwillunit’s goodwill. The Company uses income and market-based valuation approaches to its implied fair value (i.e.,determine the fair value of theits reporting unit less the fair value of the unit's assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as an impairment.units.


The Company performed its annual impairment test ofon goodwill as of October 1, 2014.2022. The Company determined the fair value of the SuperMedia reporting unit exceeded the carrying value of the reporting unit; therefore there was no impairment of goodwill.

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When the Company performed its annual impairment test of goodwill as of October 1, 2013 on the SuperMedia reporting unit, it was determined that the carrying value of the SuperMedia reporting unit including goodwill exceeded the fair value of the SuperMedia reporting unit, requiring the Company to perform step two of the goodwill impairment test to determine the amount of impairment loss, if any. This test resulted in a goodwillnon-cash impairment charge of $74$102.0 million which was recognized in the Company’s consolidated statement of comprehensive income (loss) for the year ended December 31, 2013.2022 to reduce goodwill for its Thryv U.S. Marketing Services reporting unit. See Note 5, Goodwill and Intangible Assets.


Intangible Assets


Intangible assets are recorded separately from goodwill if they meet certain criteria. All of the Company’s intangible assets are classified as definite-lived intangible assets. Intangible assets have been recorded to each of our four reporting units. The Company reviews itshas definite-lived intangible assets whenever events or circumstances indicate that their carrying value mayconsisting of client relationships, trademarks and domain names, covenants not be recoverable. Ourto compete, and patented technologies. These intangible assets are amortized using the income forecast method over their useful lives, and reviewedwith the exception of covenants not to compete which are amortized on a straight-line basis over the terms of the agreements. These assets are allocated to their respective reporting units for impairment wheneverreview purposes. Whenever events or changes in circumstances indicate that the carrying amount of the reporting unit’s intangible assets may not be recoverable.recoverable, an impairment analysis of the reporting unit is completed. An impairment loss, if applicable, is measured as the amount by which the carrying amount of the reporting unit’s definite-lived intangible asset exceeds its fair value. The recoverability analysis includes estimates ofCompany uses the estimated future cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual dispositiondisposal of thesuch reporting unit assets in determining fair values of definite-lived intangible asset. An impairment loss is measured as the amount by which the carrying amount of the definite-lived intangible asset exceeds its fair value. The Company evaluated its definite-lived assets for potential impairment and determined they were not impaired as of December 31, 2014.assets.
The Company evaluated its definite-lived intangible assets for potential impairment and determined there were indicators of impairment as of October 1, 2013. As a result, the Company recorded an impairment of $384 million which was recognized in the Company’s consolidated statement of comprehensive income (loss) for the year ended December 31, 2013.
The Company’s intangible assets and their estimated remaining useful lives are presented in the table below.
below:
Estimated Remaining
Useful Lives
Directory service agreementsClient relationships3.5 - 4 years
Client relationships2 years
Trademarks and domain names42.5 - 6 years
Patented technologies3 - 3.5 years
Covenants not to compete3 years
Advertising commitment2 years


ForSee Note 5, Goodwill and Intangible Assets, for additional information related to goodwill and intangible assets and related impairments, see Note 3.information.


Pension and Other Post-Employment BenefitsObligation

Pension


The Company hasmaintains net pension obligations associated with non-contributory defined benefit pension plans that provide pension benefitsare currently frozen and incur no additional service costs.

Although the plans are frozen, the Company continues to certain of its employees. The accounting for pension benefits reflects the recognition of these benefit costs over the employee’s approximate service period basedincur interest cost on the termsprojected benefit obligations, offset by an expected return on the fair value of the plan and the investment and funding decisions made. The determination of the benefit obligation and theassets, which is referred to as net periodic pension cost requirescost. In addition, the Company immediately recognizesgains/(losses) associated with changes in fair value of plan assets, and projected benefit obligations that occurred during the year as a component of the total net periodic pension cost. In determining the projected benefit obligations at each reporting period, management to makemakes certain economic and demographic actuarial assumptions, including thebut not limited to discount raterates, lump sum interest rates, retirement rates, termination rates,mortality rates, and expected return on plan assets.payment form/timing. For these assumptions, management consults with actuaries, monitors plan provisions and demographics, and reviews public market data and general economic information. Changes in these assumptions can have a significant impact on the projected benefit obligation,obligations, funding requirement, and net periodic benefitpension cost. New mortality tables were published in the fourth quarter of 2014 which reflect improved life expectancies.

The Company has adopted these tables resulting in an increase to our pension obligation of approximately $38 million.

Thesponsors two frozen pension plans includefor its employees, the Dex One Retirement Account, the Dex Media, Inc. Pension Plan the SuperMedia Pension Plan for Management Employees and the SuperMediaYP Holdings LLC Pension Plan for Collectively Bargained Employees.Plan. The Company also maintains two non-qualified pension plans for certain executives, the Dex One Pension Benefit Equalization Plan and the SuperMedia Excess Pension Plan.Plan, which are also frozen plans. Pension assets related to the Company's
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Company’s qualified pension plans, which are held in master trusts and recorded in Pension obligations, net on the Company'sCompany’s consolidated balance sheet,sheets, are valued in accordance with applicable accounting guidance on fair value measurements. On January 25, 2014, the Company reached an agreement with certain unions to freeze the SuperMedia Pension PlanASC 820, Fair Value Measurement. See Note 11, Pensions, for Collectively Bargained Employees. Accordingly, effective April 1, 2014, no employees

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accrue future pension benefits under any of the pension plans. The Company recorded a curtailment gain of $2 million in 2014 associated with the Union pension plan freeze.additional information.

Other Post-Employment Benefits

Prior to January 25, 2014, the Company was obligated to provide other post-employment benefits ("OPEB"), which included post-employment health care and life insurance plans for certain of the Company's retirees. On January 25, 2014, the Company enacted plan amendments to its OPEB plans, and reached an agreement with certain unions to eliminate the Company's obligation as of April 1, 2014. As a result of the settlement of these plan amendments, the Company recorded a credit of $13 million to general and administrative expense in its consolidated statement of comprehensive income (loss) during the year ended December 31, 2014.
For additional information related to pension and other post-employment benefits, see Note 10.


Income Taxes
We account
The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes (“ (‘‘ASC 740”740’’).


Deferred tax assets or liabilities are recorded to reflect the expected future tax consequences of temporary differences between the financial reporting basis of assets and liabilities and their tax basis at each year-end. These amounts are adjusted as appropriate to reflect enacted changes in tax rates expected to be in effect when the temporary differences reverse.


The likelihood that deferred tax assets can be recovered must be assessed. If recovery is not likely, the provision for taxes must be increased by recording a reserve in the form ofThe Company establishes a valuation allowance forto reduce the deferred tax assets when it is more likely than not that are estimatedsome portion or all of the deferred tax assets will not to be ultimately recoverable.realized. In this process, certain relevant criteria are evaluated, including prior carryback years, the existence of deferred tax liabilities that can be used to absorb deferred tax assets, tax planning strategies, and taxable income in future years. A valuation allowance is established to offset any deferred income tax assets if, based on the available evidence, it is more likely than not that some or all of the deferred income tax assets will not be realized. The Company has netted deferred tax assets for net operating losses with related uncertainunrecognized tax positionsbenefits, if such settlement is required or expected in the event the uncertain tax position is disallowed.


The Company establishes reserves for open tax years for uncertain tax positions that may be subject to challenge by various tax authorities. The consolidated tax provision and related accruals include the impact of such reasonably estimable losses and related interest and penalties as deemed appropriate. Tax benefits recognized in the financial statements from uncertain tax positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. For additional information regarding our provision (benefit)(expense) benefit for income taxes seein the consolidated statements of operations and comprehensive income. See Note 12.14, Income Taxes, for additional information.


The Company will report the tax impact of global intangible low-taxed income (“GILTI”) as a period cost when incurred. Accordingly, the Company is not providing deferred taxes for basis differences expected to reverse as GILTI.
Foreign Currency

The functional currency of the Company’s foreign operating subsidiaries is the local currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates, with the resulting translation adjustments directly recorded to a separate component of accumulated other comprehensive income. Income and expense accounts are translated at the weighted-average exchange rates during the period.

Transaction gains or losses in currencies other than the functional currency and certain intercompany balances that will not be settled in the foreseeable future are included as a component of Other income (expense), net in the Company's consolidated statements of operations and comprehensive income.

Advertising Costs


Advertising costs, which includesinclude media, promotional, branding and on-lineonline advertising, are included in sellingSales and marketing expense in the Company’s consolidated statements of operations and comprehensive income (loss), and are expensed as incurred. Advertising costs for the years ended December 31, 2014, 2013 and 2012 were $4 million, $7 million and $8 million, respectively. As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including advertising costs, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.

Capital Stock

The Company has authority to issue 310 million shares of capital stock, of which 300 million shares are common stock, with a par of value $.001 per share, and 10 million shares are preferred stock, with a par value of $.001 per share. As of December 31, 2014, the Company has 17,608,580 shares of common stock outstanding. The Company has not issued any shares of preferred stock.


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Earnings (Loss) Per Share

The following table sets forth the calculation of the Company’s basic and diluted earnings (loss) per share for the years ended December 31, 2014, 20132022, 2021 and 2012.2020 were $29.3 million, $40.8 million and $7.2 million, respectively.

Common Stock and Stock-Based Compensation

As of December 31, 2022, the Company had 61,279,379 and 34,593,837 shares of common stock issued and outstanding, respectively. As of December 31, 2021, the Company had 60,830,853 and 34,145,311 shares of common stock issued and outstanding, respectively. Each share of common stock comes with one vote with no special preferences provided to any one individual or group of common stockholders.

Additionally, as of December 31, 2022 and 2021, the Company had 26,685,542 shares of common stock in treasury.
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 Years Ended December 31,
 2014 2013 2012
 (in millions, except per share amounts)
Net income (loss)$(371) $(819) $41
Basic and diluted weighted-average common shares outstanding17.3
 14.9
 10.1
Basic and diluted earnings (loss) per common share$(21.43) $(54.89) $4.09


Under the Company's 2016 Stock Incentive Plan, as amended (“2016 Plan”), and the Company's 2020 Incentive Award Plan (“2020 Plan”), (together, the “Stock Incentive Plans”), the Company has granted stock options, Restricted Stock Units (“RSUs”) and Performance-Based Restricted Stock Units (“PSUs”).

As of and subsequent to October 1, 2020

As a result of completing the Company's direct listing on Nasdaq on October 1, 2020 (the“direct listing”), the Company no longer intends to cash settle stock options upon exercise. As of October 1, 2020, based on the Company’s intention and ability to equity settle stock options upon exercise, stock options granted as of and subsequent to October 1, 2020 are measured at fair value and classified as equity awards in accordance with ASC 718, Compensation — Stock Compensation.

The Company accounts for all stock options, RSUs and PSUs granted using a fair value method. Compensation expense for equity classified stock-based compensation awards is based on the fair value of the awards. The measurement date for awards is generally the date of the grant. The fair value is recognized over the requisite service period (generally three to four years). The Company has elected to account for forfeitures as they occur as a cumulative adjustment to stock-based compensation expense. See Note 12, Stock-Based Compensation and Stockholders' Equity, for additional information.

Prior to October 1, 2020

Prior to the completion of the direct listing, the Company intended to cash settle options upon exercise and therefore, stock options were classified as liability awards in accordance with ASC 718, Compensation — Stock Compensation. The fair value of the liability classified stock-based compensation awards was estimated using the Black-Scholes valuation model, with re-measurement occurring each subsequent reporting date at fair value until the award was settled.

Compensation expense for liability classified stock-based compensation awards was based on the current fair value of the awards. This fair value was recognized over the requisite service period (generally three years). The Company elected to account for forfeitures as they occurred as a cumulative adjustment to stock-based compensation expense. See Note 12, Stock-Based Compensation and Stockholders' Equity, for additional information.

Common Stock Fair Value

The common stock fair value is one of the significant valuation inputs of the indemnification asset and stock-based compensation awards.

As of and Subsequent to September 30, 2020

The Company completed the direct listing on October 1, 2020. As of September 30, 2020, the fair value of the Company’s common stock is based on the THRY Nasdaq per share price.

Prior to September 30, 2020

The absence of an active market for the Company's common stock required the Company to determine the fair value of its common stock. The Company obtained contemporaneous third-party valuations to assist it in determining fair value. These contemporaneous third-party valuations used methodologies, approaches and assumptions consistent with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

The Company determined the fair value utilizing the income approach, which estimated value based on market participant expectations of future cash flows the Company will generate. These future cash flows are discounted to their present value using a discount rate based on the Company's weighted average shares outstanding for periodscost of capital, which reflects the risk of achieving the projected cash flows. Significant inputs of the income approach also include the long-term financial projections of the Company along with its long-term growth rate and decline rate, which is used to calculate the residual value of the Company before discounting to present value. The fair value of the common stock was also discounted based on the lack of marketability.

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Other factors taken into consideration in assessing the fair value of the Company’s common stock prior to AprilSeptember 30, 2013 have been adjusted2020 included but were not limited to: industry information, such as market growth, volume and macro-economic events, and additional objective and subjective factors relating to reflect the 1-for-5 reverse stock split of Dex One common stock.its business.


Earnings per Share

Basic earnings (loss) per share are computedis calculated by dividing net income (loss)(the “numerator”) by the weighted-average number of weighted-average common shares outstanding (the “denominator”) during the reporting period. Diluted earnings per share areis calculated to give effect to all potentiallyby including both the weighted-average number of common shares outstanding and any dilutive common stock equivalents within the denominator (diluted shares outstanding). The Company's common stock equivalents could consist of stock options, RSUs, PSUs, Employee Stock Purchase Plan shares (“ESPP”) and stock warrants, to the extent any are determined to be dilutive under the treasury stock method. Under the treasury stock method, the assumed proceeds relating to both the exercise price of stock options, RSUs, PSUs, ESPP shares and stock warrants, as well as the average remaining unrecognized fair value of stock options, are used to repurchase common shares at the average fair value price of the Company's common stock during the period. If the number of shares that were outstanding duringcould be repurchased, exceed the reporting period. Duenumber of shares that could be issued upon exercise, the common stock equivalent is determined to be anti-dilutive. See Note 13, Earnings per Share, for additional information.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, which requires companies to recognize and measure contract assets and contract liabilities acquired in a business combination, in accordance with the revenue recognition guidance, as if the acquirer had entered into the original contract at the same time, and on the same terms, as the acquiree. Generally, this will result in the acquirer recognizing contract assets and liabilities at the same amounts recorded by the acquiree as of the acquisition date. Under the current standard, an acquirer generally recognizes such items at fair value on the acquisition date. The Company adopted ASU 2021-08 on January 1, 2022 and applied it to the contract assets and liabilities acquired from Vivial.

Note 2      Revenue Recognition

The Company has determined that each of its print and digital marketing services and SaaS business management tools services is distinct and represents a separate performance obligation. The client can benefit from each service on its own or together with other resources that are readily available to the client. Services are separately identifiable from other promises in the contract. Control over the Company’s print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market(s). Therefore, revenue associated with print services is recognized at a point in time upon delivery to the intended market(s). The Company bills customers for print advertising services monthly over the relative contract term. The difference between the timing of recognition of print advertising revenue and monthly billing generates the Company’s unbilled receivables balance. The unbilled receivables balance is reclassified as billed accounts receivable through the passage of time as the customers are invoiced each month. SaaS and digital services are recognized using the series guidance. Under the series guidance, the Company's reported net (loss)obligation to provide services is the same for each day under the contract, and therefore represents a single performance obligation. Revenue associated with SaaS and digital services is recognized over time using an output method to measure the progress toward satisfying a performance obligation.

The Company’s primary source of revenue is derived from the following services:

Print Yellow Pages

The Company prints yellow pages that are co-branded with various local telephone service providers. The Company operates as the authorized publisher of print yellow pages in some of the markets where these service providers offer telephone service. The Company holds multiple agreements governing the relationship with each service provider including publishing agreements, branding agreements, and non-competition agreements. Control over the Company’s print services transfers to the client upon delivery of the published directories containing their advertisements to the intended market. Therefore, revenue associated with print services is recognized at a point in time upon delivery to the intended market.

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Internet Yellow Pages

IYP services include the creation of clients’ business profile, which is then primarily displayed and operated on the Yellowpages.com®, Superpages.com® and Dexknows.com® platforms domestically, and on Yellowpages.com.au, Whitepages.com.au, Whereis.com, and Truelocal.com.au platforms, internationally. IYP services represent a separate performance obligation that is recognized as revenue over time following the series guidance.

Search Engine Marketing

SEM solutions deliver business leads through increased traffic to clients’ websites from Google, Yahoo!, Bing, Yelp and other major engines and directories by increasing visibility and search engine results pages through paid advertising. SEM services represent a separate performance obligation that is recognized as revenue over time following the series guidance.

Other Digital Media Solutions

Other digital media solutions primarily consist of smaller marketing services revenue streams such as online display and social advertising, online presence and video, and SEO tools. SEO optimizes a client’s website and Google profile page with relevant keywords to increase the potential for the client’s business to be found online and ranked higher in organic search engine results. Services within these revenue streams represent separate performance obligations and are recognized as revenue either at a point in time or over time based on the transfer of control.

Thryv Platform

The Company offers a SaaS solution, Thryv® (‘‘Thryv platform’’), an SMB business management platform. The Thryv platform capabilities include tools for customer relationship management, email and text, appointment bookings, estimates, invoices, online presence, social media, reputation management and bill payment. The platform also helps SMBs to find and retain customers using online listings management and social media.

Thryv Add-ons

The integrated Thryv Leads® (‘‘Thryv Leads’’) solution is an add-on to the Thryv platform. Thryv Leads recommends an appropriate dollar budget for each SMB based on the SMB’s business vertical and market geography. Thryv Leads chooses the optimal mix of advertising solutions for each SMB by using machine learning to generate a tailored solution. Thryv Leads then automatically injects resulting business leads into the SMB’s CRM system, while also supplementing the basic consumer information with additional data. SMBs are then able to contact and engage new and existing customers.

GMB Optimization services and SEO tools are an add-on to our Thryv platform that boost visibility online and increase exposure in search results for their individual services or products through a centralized Google My Business dashboard within the Thryv platform software.Users can track review ratings, upload photos and posts to share news with their clients.

HIPPA protections is an add-on to our Thryv platform that secures SMB accounts in accordance with privacy and HIPAA guidelines, so you can rest assured that the information your clients/patients share with you is secure in accordance with the Health Insurance Portability and Accountability Act (“HIPPA”), safeguarding medical information such as medical records and other identifiable health information.

Revenue for performance obligations related to Thryv platform and Thryv Leads Add-ons represent separate performance obligations and are recognized as revenue over time following the series guidance.

Disaggregation of Revenue
The Company presents disaggregated revenue based on the type of service within its segment footnote.

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Contract Assets and Liabilities
The timing of revenue recognition may differ from the timing of billing to the Company’s clients. These timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) as disclosed on the Company's consolidated balance sheets. Contract assets represent the Company's right to consideration when revenue recognized exceeds the receivable from the client because the consideration allocated to fulfilled performance obligations exceeds the Company’s right to payment, and the right to payment is subject to more than the passage of time. Contract liabilities consist of advance payments and revenue deferrals resulting from the allocation of the consideration to performance obligations. For the year ended December 31, 2022, the Company recognized revenue of $51.3 million, that was recorded in Contract liabilities as of December 31, 2021. For the year ended December 31, 2021, the Company recognized revenue of $18.9 million that was recorded in Contract liabilities as of December 31, 2020.

Pandemic Credits

During the years ended December 31, 20142021 and 2013,2020, the effectCompany recognized pandemic credits of all stock-based awards was anti-dilutive$3.2 million and therefore not included$17.5 million, respectively, provided to customers most impacted by COVID-19. The Company reflected these price concessions as a reduction to Revenue in the calculationconsolidated statements of operations and comprehensive income. During the year ended December 31, 2022, the Company did not recognize any pandemic credits.

Note 3      Acquisitions

Vivial Acquisition

On January 21, 2022 (the “Vivial Acquisition Date”), Thryv, Inc., the Company’s wholly-owned subsidiary, acquired Vivial, a marketing and advertising company, for $22.8 million in cash (net of $8.5 million of cash acquired), subject to certain adjustments (the “Vivial Acquisition”). The assets acquired as part of these transactions consisted primarily of $27.7 million in current assets and $9.8 million in fixed and intangible assets, consisting primarily of customer relationships and technology assets, $14.5 million in deferred tax assets, along with a $10.9 million bargain purchase gain. The Vivial Acquisition resulted in a bargain purchase gain in part because the seller was motivated to divest its marketing services business that was in secular decline. The Company also assumed liabilities of $20.4 million, consisting primarily of accounts payable and accrued liabilities.

The Company accounted for the Vivial Acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements), the fair value of certain assets and liabilities, including fixed assets and intangible assets by applying the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings per share.approach, whereas trade names were valued using a relief of royalty method and assumptions related to Vivial’s assets acquired and liabilities assumed.

The following table summarizes the assets acquired and liabilities assumed at the Vivial Acquisition Date:

(in thousands)
Current assets$27,705 
Fixed and intangible assets9,759 
Deferred tax assets14,530 
Other assets2,103 
Current liabilities(18,775)
Other liabilities(1,646)
Bargain purchase gain(10,883)
Fair value allocated to net assets acquired, net of bargain purchase gain$22,793 
The deferred tax asset primarily relates to excess carryover tax basis over book basis in intangibles as a result of the assessment of the fair value of the assets and liabilities assumed using the acquisition method of accounting.
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The Vivial Acquisition has contributed $88.8 million in revenue to the Thryv U.S marketing services segment since the Vivial Acquisition Date.

As of December 31, 2022, the Company increased the purchase price by $0.8 million as a result of customary working capital adjustments, decreased the sales tax reserve by $3.2 million, and reclassified the presentation of certain assets and liabilities. The effect of potentially dilutive common sharesthese measurement period adjustments resulted in a $3.6 million increase in the bargain purchase gain for the year ended December 31, 2012 was not material. 2022.

For the year ended December 31, 2014, 2013 and 2012, 0.4 million, 0.4 million and 0.5 million shares2021, pro forma revenue, including the results of the Company’s stock-based awards had exercise prices that exceeded the average market price of the Company’s common stock for the respective period. These shares were not included in our weighted average diluted shares outstanding.

Certain employees were granted restricted stock awards, which entitles those participants to receive non-forfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of the Company’s common stock. As such, these unvested restricted stock awards meet the definition of a participating security. Participating securities are defined as unvested stock-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) and are included in the computation of earnings per share pursuant to the two-class method. At December 31, 2014 and 2013 there were 0.2 million and 0.3 million, respectively, of such participating securities outstanding. Under the two-class method, all earnings, whether distributed or undistributed, are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. However, the net loss from continuing operationsVivial acquisition, is $1,240 million. Pro forma information for the year ended December 31, 20142022 and 2013pro forma net income information for the year ended December 31, 2021 was notinsignificant.

Thryv Australia Acquisition

On March 1, 2021 (the “Thryv AustraliaAcquisition Date”), Thryv Australia Holdings Pty Ltd (formerly Thryv Australia Pty Ltd) (“Buyer”), an Australian proprietary limited company and a direct wholly-owned subsidiary of Thryv International Holding LLC, a direct and wholly-owned subsidiary of the Company, acquired all of the issued and outstanding equity interests of (i) Sunshine NewCo Pty Ltd, an Australian proprietary limited company, and its subsidiaries, and (ii) Sensis Holding Limited, a private limited company incorporated under the laws of England and Wales, and its subsidiaries (collectively, the “Thryv Australia Acquisition”). The Thryv Australia Acquisition expanded the Company's market share with a broader geographical footprint. Additionally, the Thryv Australia Acquisition provided the Company with a significant increase in clients. Thryv Australia is a provider of marketing solutions serving SMBs in Australia. Control was obtained by means of acquiring all the voting interests.

In connection with the Thryv Australia Acquisition, the Company paid consideration of approximately $216.2 million in cash, subject to customary closing adjustments, financed by the Term Loan (as defined in Note 10, Debt Obligations) that was entered into on the Thryv Australia Acquisition Date. All acquisition-related costs, amounting to $8.7 million, were expensed as incurred by the Company and no portion of these costs are included in consideration transferred. These costs were presented within General and administrative expense in the Company's consolidated statement of operations and comprehensive income. Additionally, as part of the effort to fund the Thryv Australia Acquisition, the Company incurred debt issuance costs of $4.2 million related to the Term Loan, of which $2.5 million was capitalized and is being amortized using the effective interest method. See Note 10, Debt Obligations.

The Company accounted for the Thryv Australia Acquisition using the acquisition method of accounting in accordance with ASC 805. This requires that the assets acquired and liabilities assumed are measured at fair value. With the assistance of a third-party valuation firm, the Company determined, using Level 3 inputs (see Note 4, Fair Value Measurements), the fair value of certain assets and liabilities, including fixed assets, intangible assets, and contract liabilities, by applying a combination of the income approach and the cost approach. Specific to intangible assets, client relationships were valued using a combination of the income and excess earnings approach, whereas trade names were valued using a relief of royalty method.

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The following table summarizes the consideration transferred and the purchase price allocation of the fair values of the assets acquired and liabilities assumed at the Thryv Australia Acquisition Date:

(in thousands)
Total cash consideration$216,164 
Total purchase consideration, as allocated below:$216,164 
Cash and cash equivalents$40,794 
Accounts receivable and other current assets72,404 
Other assets34,962 
Fixed assets and capitalized software18,856 
Intangible assets:
Client relationships (estimated useful life of 3.5 years)101,839 
Trademarks (estimated useful life of 3.5 years)24,877 
Accounts payable(15,038)
Accrued liabilities(41,724)
Contract liabilities(27,075)
Other current liabilities(6,733)
Deferred tax liabilities(35,884)
Other liabilities(15,506)
Total identifiable net assets$151,772 
Goodwill64,392 
Total net assets acquired$216,164 

The excess of the purchase price over the fair value of the identifiable net assets acquired and the liabilities assumed was allocated to these participating securities, as these awards dogoodwill. The recognized goodwill of $64.4 million was primarily related to the benefits expected from the Thryv Australia Acquisition and was allocated to the Thryv International Marketing Services segment. The goodwill recognized is not share in any loss generated by the Company.deductible for income tax purposes.


Stock-Based CompensationPro Forma Results


The pro forma combined financial information presented below was derived from the historical financial records of Thryv and Thryv Australia and presents the operating results of the combined Company, grants awardsas if the Thryv Australia Acquisition had occurred on January 1, 2020. The pro forma data gives effect to certain employeeshistorical operating results with adjustments to interest expense, amortization and certain non-management directors under stock-based compensation plans. depreciation expense and related tax effects.

The plans provide for several formspro forma financial information is not necessarily indicative of incentive awardsthe consolidated results of operations that would have been realized had the Thryv Australia Acquisition been completed as of January 1, 2020, nor is it meant to be granted to designated eligible employees, non-management directors, consultants and independent contractors providing services toindicative of future results of operations that the Company. The awards are classified as either liability or equity awards based on the criteria established by the applicable accounting rules for stock-based compensation. Stock-based compensation expense related to incentive compensation awards is recognized on a straight-line basis over the minimum service period required for vesting of the award.combined entity will achieve:


For additional information related to stock-based compensation, see
Years Ended December 31,
(in thousands)20212020
Revenue$1,181,643 $1,299,258 
Net income140,854 134,204 
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Note 11.

4     Fair Value Measurements


Fair value is defined as the price that would be received to sell an asset or paid to transfersettle a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value.value:


Level 1 - Valuations based on quoted— Quoted prices in active markets for identical assets and liabilities in active markets;or liabilities.

Level 2 - Valuations based on observable inputs— Inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable either directly or can be corroborated by observable market data; and

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indirectly.
Level 3 - Valuations based on unobservable— Unobservable inputs reflecting ourthat reflect the Company's own assumptions. assumptions incorporated into valuation techniques.
These valuations require significant judgment.


In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When there is more than one input at different levels within the hierarchy, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessment of the significance of a particular input to the fair value measurement in its entirety requires substantial judgment and consideration of factors specific to the asset or liability. The measurement ofLevel 3 inputs are inherently difficult to estimate. Changes to these inputs can have a significant impact on fair value should be consistent withmeasurements. Assets and liabilities measured at fair value using Level 3 inputs are based on one or more of the following valuation techniques: market approach, income approach or cost approach.


Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Company’s financialnon-financial assets or liabilities requiredsuch as goodwill, intangible assets, fixed assets, capitalized software and operating lease right-of-use assets are adjusted to be measured at fair value when the net book values of the assets exceed their respective fair values, resulting in an impairment charge. Such fair value measurements are predominantly based on Level 3 inputs.

Assets and Liabilities Measured at Fair Value on a recurring basis include cash and cash equivalentsRecurring Basis

Indemnification Asset

On June 30, 2017, the Company completed the acquisition of YP Holdings, Inc. (the “YP Acquisition”). As further discussed in Note 15, Contingent Liabilities, as part of the YP Acquisition agreement, the Company is indemnified for an uncertain tax position for up to the fair value of 1,804,715 shares held in money market funds of $41 millionescrow, subject to certain contract limitations (the “indemnification asset”). Due to an increase in the Company’s common stock share price as of December 31, 2014 and 2013. These money market funds have been recorded at fair value using Level 2 inputs. The Company also had $8 million and $9 million held in certificates2022, the number of deposit and mutual funds asshares expected to be returned to seller is 1,394,450, which represents the number of shares required to satisfy the uncertain tax position less $8.0 million.

As of December 31, 20142022 and 2013, respectively, that serve as collateral against lettersDecember 31, 2021, the fair value of credit held primarily with our insurance carriers. These certificatesthe Company's Level 1 indemnification asset was $26.5 million and $24.3 million, respectively. A gain of deposit and mutual funds are classified as prepaid expenses and other on$2.1 million from the change in fair value of the Company’s consolidated balance sheets and are valued using Level 2 inputs. The assets held for sale of $16 million as of December 31, 2013 were recorded at fair value using Level 3 inputs and were sold1 indemnification asset during the year ended December 31, 2014. 2022 was recorded in General and administrative expense on the Company's consolidated statements of operations and comprehensive income.

Benefit Plan Assets

The fair valuesvalue of benefit plan assets is measured and recorded on the Company's consolidated balance sheets using Level 1 and 2 inputs. See Note 11, Pensions.
Fair Value of Financial Instruments

The Company considers the carrying amounts of cash, trade receivables, and accounts payable to approximate fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment.

Additionally, the Company considers the carrying amounts of its ABL Facility (as defined in Note 10, Debt Obligations) and financing obligations to approximate their carrying amountsrespective fair values due to their short-term nature.nature and approximation of interest rates to market rates. These fair value measurements are considered Level 2. See Note 10, Debt Obligations.

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The Term Loan (as defined in Note 10, Debt Obligations) is carried at amortized cost; however, the Company estimates the fair value of the Term Loan for disclosure purposes. The fair valuesvalue of benefit plan assets and the related disclosure are included in Note 10. The fair values of debt instruments are Term Loan is determined based on quoted prices that are observable in the observable market data of a private exchange.

marketplace and are classified as Level 2 measurements. See Note 10, Debt Obligations.
The following table sets forth the carrying amount and fair value using Level 2 inputs of the Company’s debt obligationsTerm Loan:
December 31, 2022December 31, 2021
(in thousands)Carrying AmountFair ValueCarrying AmountFair Value
Term Loan, net$415,256 $410,065 $522,547 $533,651 

Note 5     Goodwill and Intangible Assets

Goodwill

The Company had goodwill of $566.0 million, net of $814.8 million accumulated impairment loss, as of December 31, 20142022 and 2013.$671.9 million, net of $712.8 million accumulated impairment loss, as of December 31, 2021. As of December 31, 2022, $36.3 million of this goodwill was deductible for income tax purposes.
 At December 31,
 2014 2013
 Carrying AmountFair Value Carrying AmountFair Value
Debt obligations(in millions)
Senior secured credit facilities     
     SuperMedia Inc.$841
$829
 $935
$912
     R.H. Donnelley Inc.612
435
 685
414
     Dex Media East, Inc.354
281
 426
289
     Dex Media West, Inc.337
293
 393
307
Senior subordinated notes252
112
 236
123
Total debt obligations$2,396
$1,950
 $2,675
$2,045


The Company detected an immaterial mathematical errorcurrently has four reporting units. Accordingly, the Company assessed its goodwill for impairment under a four reporting unit structure as of October 1, 2022.

Goodwill Impairment

Management performs its annual goodwill impairment test on October 1 or more frequently if events or changes in its calculation of the estimated fair value for the debt obligations of its SuperMedia Inc. subsidiary as disclosed in Dex Media’s 2013 Annual Report on Form 10-K and the first quarter 2014 report on Form 10-Q. The correct estimated debt fair values for SuperMedia Inc. were $912 million at December 31, 2013 ($697 million previously reported) and $897 million at March 31, 2014 ($695 million previously reported). The table above reflects the corrected estimated fair value amounts at December 31, 2013.

Recent Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, (“ASU 2014-15”). ASU 2014-15 will require management for each annual and interim reporting period to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern within one year after the datecircumstances indicate that the financial statements are issued. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity willgoodwill may be unable to meet its obligations as they become due. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. impaired.

The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and related disclosures.


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In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Termsgoodwill impairment test requires measurement of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company does not anticipate that the adoption of this standard will have a material impact on our financial statements.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," ("ASU 2014-09"). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and related disclosures.

Note 2 Acquisition Accounting

On April 30, 2013, the merger of Dex One and SuperMedia was consummated, with 100% of the equity of SuperMedia being exchanged for 6.9 million Dex Media common shares that were issued to former SuperMedia shareholders at the converted $11.90 per share price, which equated to a fair value of common stock issued of $82 million.
We accounted for the merger using the acquisition method of accounting in accordance with ASC 805, with Dex One identified as the acquiring entity for accounting purposes. Dex One was considered the acquiring entity for accounting purposes based on certain criteria including, but not limited to, the fact that (1) upon consummation of the merger, Dex One shareholders held approximately 60% of the common stock of Dex Media as compared to approximately 40% held by SuperMedia shareholders and (2) Dex One's chairman of the board of directors continued as the chairman of the board of directors of Dex Media.
We prepared the appraisals necessary to assess the fair values of the SuperMedia tangible and intangible assets acquired and liabilities assumed, and goodwill, which represented the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, recognized asCompany's reporting units, which is compared to the carrying value of the acquisition date. reporting units, including goodwill. Each reporting unit is valued using a discounted cash flow model which requires estimating future cash flows expected to be generated from the reporting unit, discounted to their present value using a risk-adjusted discount rate. Terminal values are also estimated and discounted to their present value. Assessing the recoverability of goodwill requires estimates and assumptions about revenue, operating margins, growth rates and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. There are inherent uncertainties related to these factors and management’s judgment in applying these factors.

The income approach was utilizedCompany engaged a third-party valuation firm to assist it in determiningthe development of the assumptions and the Company’s determination of the fair value of the intangible assets, which consistits reporting units as of directory services agreements with certain local telephone service providers, client relationships, trademarks and domain names, and patented technologies. The market approach was utilized to determine the fair value of SuperMedia's debt obligations. As of March 31, 2014, the measurement period for the acquisition was finalized.

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Purchase Price Allocation
 (in millions)
Fair value of assets acquired 
Cash and cash equivalents$154
Accounts receivable111
Unbilled accounts receivable316
Other current assets64
Fixed assets and capitalized software42
Intangible assets635
Goodwill389
Pension assets58
Other non-current assets4
Total fair value of assets acquired$1,773
  
Fair value of liabilities acquired 
Accounts payable and accrued liabilities$114
Long-term debt (including current maturities)1,082
Employee benefit obligations99
Unrecognized tax benefits45
Deferred tax liabilities351
Total fair value of liabilities acquired$1,691
  
Total allocable purchase price$82
Common Stock
The Merger Agreement provided that each issued and outstanding share of SuperMedia common stock be converted into the right to receive 0.4386 shares of Dex Media common stock. As of April 30, 2013, 15.6 million shares of SuperMedia common stock were issued and outstanding, which resulted in the issuance of 6.9 million shares of Dex Media common stock. Dex One shareholders received 0.2 shares of Dex Media common stock for each share of Dex One common stock that they owned, which reflects a 1-for-5 reverse stock split of Dex One common stock. The closing trading price of Dex One common stock on April 30, 2013 of $2.38, when adjusted for the 1-for-5 reverse stock split equated to a Dex Media common stock value of $11.90 per share. The 6.9 million Dex Media shares issued to former SuperMedia shareholders at the converted $11.90 per share price equated to a fair value of common stock issued of $82 million.
Long-term debt including current maturities
As a result of acquisition accounting, SuperMedia's outstanding debt was adjusted to a fair value of $1,082 million, from its face value of $1,442 million, resulting in a discount of $360 million being recognized. The discount is being amortized to interest expense over the remaining term of the SuperMedia senior secured credit facilities using the effective interest method. For additional information on debt, see Note 8.
Goodwill and Intangible Assets
The goodwill of $389 million that was recordedOctober 1, 2022 as part of the acquisition represents the expected synergies and residual benefits that Dex Media believes will result from the combined operations.annual impairment test. The Company determined that the $389 million of acquired goodwill is not deductible for tax purposes. Subsequent to the merger, as disclosed in our 2013 Annual Report on Form 10-K, the Company recorded a $74 million goodwill impairment charge. For additional information on goodwill and intangible assets, see Note 3.
Theestimated fair value of intangible assets acquiredone of $635 millionthe Company's reporting units was determined using valuation techniques consistentbelow its carrying value, including goodwill. The historical secular decline in industry demand for Print services along with the income approachhistorical trending decline in the Company's Marketing Services client base and competition in the consumer search and display space impacted the assumptions used to measure fair value. The directory services agreements with certain local telephone service providers and client relationships were valued utilizingestimate the excess earnings approach. The excess earnings attributablediscounted future cash flows of some of the Company’s reporting units for purposes of performing the interim goodwill impairment test. These factors discussed above continue to the directory services agreements and client relationships were discounted utilizing a weighted average cost of capital of 21%. The

F-18

trademark and domain names and patented technologies were valued utilizing the relief from royalty approach. The estimated remaining useful lives were estimated basedhave an adverse effect on the future economic benefit to be received from the assets. The intangible assets are being amortized utilizing the income forecast method, which is an accelerated amortization method that assumes the value derived from these intangible assets is greaterCompany's estimated cash flows used in the earlierdiscounted cash flow model. As a result, the Company recognized a non-cash impairment charge of $102.0 million in the fourth quarter of 2022 to reduce goodwill for its Thryv U.S. Marketing Services reporting unit. No goodwill impairment charges were recorded on the Company's other reporting units during the year ended December 31, 2022. No goodwill impairment charges were recorded in the Company's consolidated statements of operations and comprehensive income for the years ended December 31, 2021 and steadily declines over time based on expected future cash flows.2020. Additionally, the Company concluded that an impairment triggering event did not occur during the three months ended December 31, 2022.

89


The following table sets forth the componentschanges in the carrying amount of goodwill for each of the Company's reporting units for the years ended December 31, 2022 and 2021:
Thryv U.S.Thryv International
(in thousands)Marketing
Services		SaaSMarketing
Services		SaaSTotal
Balance as of December 31, 2020$390,573 $218,884 $— $— $609,457 
Additions— — — — — 
Impairments— — — — — 
Thryv Australia Acquisition— — 64,392 — 64,392 
Effects of foreign currency translation— — (1,963)— (1,963)
Balance as of December 31, 2021$390,573 $218,884 $62,429 $— $671,886 
Additions— — — — — 
Impairments(102,000)— — — (102,000)
Effects of foreign currency translation— — (3,882)— (3,882)
Balance as of December 31, 2022$288,573 $218,884 $58,547 $— $566,004 
Intangible Assets

The Company had definite-lived intangible assets acquired.
  Fair ValueEstimated Useful Lives
  (in millions) 
Directory services agreements $145
5 years
Client relationships 420
3 years
Trademarks and domain names 60
5 years
Patented technologies 10
4 years
Total fair value of intangible assets acquired $635
 
Deferred Revenue, Deferred Directory Costs,of $34.7 million and Unbilled Accounts Receivable
Prior to the merger with Dex One, SuperMedia had $386$82.6 million of deferred revenue and $122 million of deferred directory costs on its consolidated balance sheet. As a result of acquisition accounting, the fair value of deferred revenue at April 30, 2013 for SuperMedia was determined to have no value, equating to $386 million of revenue that would have been amortized by SuperMedia from May 2013 through April 2014, that was not recognized by Dex Media. SuperMedia had minimal, if any, remaining performance obligations related to its clients who have previously contracted for advertising, thus, no value was assigned to its deferred revenue. The fair value of deferred directory costs as of April 30, 2013 for SuperMedia was determined to have no value, other than paper held in inventoryDecember 31, 2022 and prepayments associated with future publications. These costs do not have any future value since SuperMedia has already incurred the costs to produce the clients' advertising and does not anticipate to incur any significant additional costs associated with those published directories. This equated to $93 million of cost that would have been amortized by SuperMedia from May 2013 through April 2014, that was not recognized by Dex Media. The exclusion of these results from the consolidated statements of comprehensive income (loss) of Dex Media, did not impact our cash flows.2021, respectively.
In connection with acquisition accounting, the fair value of SuperMedia's unbilled accounts receivable was determined to be $316 million. Unbilled accounts receivable represents amounts that are not billable at the balance sheet date, but are billed over the remaining life of the clients' advertising contracts.
Results of SuperMedia
As a result of acquisition accounting, SuperMedia's historical results through April 30, 2013 have not been included in the Company's consolidated results.
Merger Transaction Costs
Thegoodwill impairment noted above, the Company cumulatively incurred $42 millionperformed impairment tests as of merger transaction costs. Of this amount, $8 million represents deferred financing costs associated with the amendments of Dex One's senior secured credit facilities. This amount was recorded to other assetsDecember 31, 2022 on its intangible assets. Based on the Company's consolidated balance sheet and will be amortized to interest expense overCompany’s test of recoverability using estimated undiscounted future cash flows, the remaining termcarrying values of the related Dex One senior secured credit facilities using the effective interest method. The remainder of these costs, which include one-time costs associated with investment bankers, legal,Company’s definite-lived intangible assets were determined to be recoverable, and professional fees,no impairment was recognized. Accordingly, no impairment charges were expensed as part of general and administrative expense on the Company's consolidated statements of comprehensive income (loss). Of these costs, $22 million and $12 million were incurred and expensedrecorded during the years ended December 31, 20132022 and 2012,2021, respectively. No merger transaction costs were incurred during the year ended December 31, 2014. For additional information on merger related costs, see Note 4.
Pro Forma Information
The unaudited pro forma information below presents the combined operating results of Dex Media, with results prior to the acquisition date adjusted, as if the transaction had occurred January 1, 2012. These pro forma adjustments include adjustments associated with the amortization of the acquired intangible assets, the elimination of merger transaction costs, the impacts of the adjustment to interest expense to reflect the incremental change in interest rates associated with credit facility interest rate amendments, the amortization of deferred financing costs associated with Dex One and the amortization of the

F-19

long-term debt fair value adjustment to SuperMedia's senior secured credit facility. The 2012 pro forma results have also been adjusted to exclude the estimated impact to revenue and expense of SuperMedia's deferred revenue and deferred directory costs and bad debt provision associated with directories published prior to the transaction that, due to acquisition accounting, would not have been recognized during 2012 assuming the transaction had occurred on January 1, 2012. The 2013 pro forma results have been adjusted to include the operating results of SuperMedia from January 1, 2013 to April 30, 2013 and the impact to revenue and expense associated with SuperMedia's deferred revenue and deferred directory cost estimates associated with directories published between January 1, 2013 and April 30, 2013, which were written off as a result of acquisition accounting as of April 30, 2013 and thus not recognized in our GAAP operating results.
The historical financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable and (3) expected to have a continuing impact on the combined results of Dex One and SuperMedia. The unaudited pro forma results below are presented for illustrative purposes only and do not reflect the realization of potential cost savings. These pro forma results do not purport to be indicative of the results that would have actually been obtained if the merger had occurred on January 1, 2012, nor does the pro forma data intend to be a projection of results that may be obtained in the future.
Unaudited Pro Forma Results
 Years Ended December 31,
 20132012
  
Operating revenue$2,184
$2,070
Net (loss)$(621)$(141)
Note 3    Goodwill, Intangible Assets and Impairment

Goodwill

The Company has goodwill of $315 million at December 31, 2014. The Company has four reporting units, R.H. Donnelley Inc. ("RHD"), Dex Media East, Inc. ("DME"), Dex Media West, Inc. ("DMW"), and SuperMedia, however, only the SuperMedia reporting unit has goodwill. The Company performed its annual impairment test of goodwill as of October 1, 2014. The Company determined the fair value of the SuperMedia reporting unit exceeded the carrying value of the reporting unit; therefore there was no impairment of goodwill.

In performing step one of the impairment test, the Company estimated the fair value of the SuperMedia reporting unit using a combination of the income and market approaches with greater emphasis placed on the income approach, for purposes of estimating the total enterprise value of the SuperMedia reporting unit.

The income approach was based on a discounted cash flow analysis and calculated the fair value of the reporting unit by estimating the after-tax cash flows attributable to the reporting unit and then discounting the after-tax cash flows to a present value, using the weighted average cost of capital (“WACC”). The WACC utilized in the Company’s analysis using the income approach was 17.5%. The WACC is an estimate of the overall after-tax rate of return required for equity and debt holders of a business enterprise. The reporting unit’s cost of equity and debt was developed based on data and factors relevant to the economy, the industry and the reporting unit. The cost of equity was estimated using the capital asset pricing model (“CAPM”). The CAPM uses a risk-free rate of return and an appropriate market risk premium for equity investments and the specific risks of the investment. The analysis also included comparisons to a group of guideline companies engaged in the same or similar businesses. The cost of debt was estimated using the current after-tax average borrowing cost that a market participant would expect to pay to obtain its debt financing assuming the target capital structure.

To determine the fair value of the SuperMedia reporting unit based on the market approach, the Company utilized the guideline publicly traded company method. Under the guideline publicly traded company method, market multiples ratios were applied to the reporting unit’s earnings with consideration given to the Company’s size, product offerings, growth and other relevant factors compared to those guideline companies. The guideline companies selected were engaged in the same or similar line of business as the Company. Market multiples were then selected based on consideration of risk, growth and profitability differences between the Company and the guideline companies. The selected market multiples were then multiplied by the Company’s 2015 forecasted earnings to arrive at an estimate of fair value for the Company.


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The fair value estimates used in the goodwill impairment analysis required significant judgment. The Company’s fair value estimates for purposes of assessing goodwill for impairment are considered Level 3 fair value measurements. We based our fair value estimates on assumptions of future revenues and operating margins and assumptions about the overall economic climate and the competitive environment of our business. Our estimates assume revenue will decline into the foreseeable future. There can be no assurances that our estimates and assumptions will prove to be accurate predictions of the future. If our assumptions regarding business plans, competitive environments or anticipated operating results are not correct, we may be required to record goodwill impairment charges in the future.

When the Company performed its annual impairment test of goodwill as of October 1, 2013 on the SuperMedia reporting unit, it was determined that the carrying value of the SuperMedia reporting unit including goodwill exceeded the fair value of the SuperMedia reporting unit, requiring the Company to perform step two of the goodwill impairment test to determine the amount of impairment loss, if any. In performing step two of the goodwill impairment test, the Company compared the implied fair value of the SuperMedia reporting unit’s goodwill to its carrying value of goodwill. This test resulted in a goodwill impairment of $74 million, which was recognized as impairment charge in the Company’s consolidated statement of comprehensive income (loss) for the year ended December 31, 2013. This charge had no impact on our cash flows or on our compliance with debt covenants.

The following table sets forth the balance of the Company’s goodwill and accumulated impairment losses as of December 31, 2014 and 2013.
 

Goodwill
Gross
Accumulated
Impairment Losses

Goodwill
Net
 (in millions)
Beginning balance at January 1, 2013$—
$—
$—
Additions389
—
389
Impairments—
(74)(74)
Ending balance at December 31, 2013389
(74)315
Additions—
—
—
Impairments—
—
—
Ending balance at December 31, 2014$389
$(74)$315
Goodwill of $389 million was established as a result of the merger with SuperMedia on April 30, 2013, and represented the expected synergies and residual benefits that Dex Media believes will result from the combined operations. The Company determined that the $389 million of acquired goodwill is not deductible for tax purposes. For additional information related to goodwill and the merger with SuperMedia, see Note 2.
Intangible Assets
The Company has definite-lived intangible assets of $794 million as of December 31, 2014. Intangible assets are recorded separately from goodwill if they meet certain criteria. The Company reviews its definite-lived intangible assets whenever events or circumstances indicate that their carrying value may not be recoverable. The Company evaluated its definite-lived assets for potential impairment and determined they were not impaired as of December 31, 2014.

For the impairment test, the Company’s definite-lived intangible assets were evaluated for each reporting unit, which is the lowest level of identifiable cash flows. The impairment test was performed by comparing the carrying value of each reporting unit, including goodwill with the undiscounted expected future cash flows associated with each respective reporting unit. The undiscounted expected future cash flows were computed utilizing the income approach. For reporting units where the carrying value of the reporting unit exceeded the undiscounted expected future cash flows of the respective reporting unit, the Company then compared the carrying value of each of the reporting units to the fair value of each impacted reporting unit. The Company estimated the fair value of the impacted reporting units using a combination of the income and market approaches with greater emphasis placed on the income approach, for purposes of estimating the total enterprise value of the reporting unit. The Company’s fair value estimates for purposes of assessing intangible assets for impairment are considered Level 3 fair value measurements.

The Company evaluated its definite-lived intangible assets for potential impairment and determined there were indicators of impairment as of October 1, 2013. As a result, the Company recorded an impairment of $384 million for the year ended December 31, 2013 and is shown as impairment charge on the Company's consolidated statement of comprehensive income

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(loss). The impairment reduced the carrying value of the definite-lived assets of each of the impacted reporting units on a pro rata basis using the relative carrying amounts of those assets. None of the carrying amounts were reduced below their respective fair value.

The following table sets forth the Company's 2013 impairment charge by type of intangible asset.
 Impairment Charge
 (in millions)
Directory services agreements$253
Client relationships38
Trademarks and domain names86
Patented technologies7
Total impairment charge$384

The following table setstables set forth the details of the Company's intangible assets at as of December 31, 20142022 and 2013.2021:

 
As of December 31, 2022
(in thousands)GrossAccumulated
Amortization		NetWeighted
Average
Remaining
Amortization
Period in Years
Client relationships$796,213 $(771,475)$24,738 1.8
Trademarks and domain names223,206 (215,639)7,567 1.7
Patented technologies19,600 (19,600)— 0.0
Covenants not to compete5,240 (2,830)2,410 2.0
Total intangible assets$1,044,259 $(1,009,544)$34,715 1.8

 
As of December 31, 2021
(in thousands)GrossAccumulated
Amortization		NetWeighted
Average
Remaining
Amortization
Period in Years
Client relationships$797,053 $(747,197)$49,856 2.7
Trademarks and domain names223,582 (193,772)29,810 1.9
Patented technologies19,600 (19,600)— 0.0
Covenants not to compete4,373 (1,462)2,911 2.6
Total intangible assets$1,044,608 $(962,031)$82,577 2.4


90


 At December 31, 2014 At December 31, 2013
 GrossAccumulated AmortizationNet GrossAccumulated AmortizationNet
 (in millions)
Directory services agreements$666
$307
$359
 $666
$97
$569
Client relationships924
649
275
 924
348
576
Trademarks and domain names222
91
131
 222
29
193
Patented technologies42
16
26
 42
4
38
Advertising commitment11
8
3
 11
6
5
Total intangible assets$1,865
$1,071
$794
 $1,865
$484
$1,381

The Company evaluatedfollowing tables summarize the estimated remaining useful liveschanges in the carrying amounts of itsthe Company's intangible assets as offor the years ended December 31, 20142022 and concluded that the estimated remaining lives were appropriate.2021:

The Company amortizes its intangible assets using the income forecast method, which is an accelerated amortization method that assumes the remaining value of the intangible assets is greater in the earlier years and then steadily declines over time based on expected future cash flows.
 Year Ended December 31, 2022
(in thousands)Client
Relationships		Trademarks
and Domain
Names		Covenants
Not to
Compete		Total
Intangible
Assets
Balance as of January 1$49,856 $29,810 $2,911 $82,577 
Additions
5,200 1,100 867 7,167 
Amortization expense(27,673)(22,493)(1,368)(51,534)
Other(2,645)(850)— (3,495)
Balance as of December 31$24,738 $7,567 $2,410 $34,715 


On October 1, 2013, the Company evaluated the estimated remaining useful lives of its intangible assets and concluded that the estimated remaining useful lives needed to be shortened to properly reflect the remaining period that each intangible life would contribute to future cash flows.
Year Ended December 31, 2021
(in thousands)Client
Relationships		Trademarks
and Domain
Names		Covenants
Not to
Compete		Total
Intangible
Assets
Balance as of January 1$284 $30,755 $738 $31,777 
Additions
101,839 24,877 2,880 129,596 
Amortization expense(46,943)(24,485)(707)(72,135)
Other(5,324)(1,337)— (6,661)
Balance as of December 31$49,856 $29,810 $2,911 $82,577 


Amortization expense for intangible assets for the years ended December 31, 2014, 20132022, 2021, and 20122020 was $587$51.5 million $703, $72.1 million, and $350$115.6 million, respectively. As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including

Estimated aggregate future amortization expense by fiscal year for intangible assets, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.

The annual amortization expense forthe Company's intangible assets is estimated to be $373 million in 2015, $237 million in 2016, $103 million in 2017 and $81 million in 2018.

Note 4Merger Transaction and Integration Costs

as follows:
Merger transaction costs represent costs associated with completing the merger between Dex One and SuperMedia.
(in thousands)Estimated Future
Amortization Expense
2023$21,818 
202412,019 
2025878 
Total$34,715 
The Company cumulatively incurred $42 million of merger transaction costs. Of this amount, $8 million represents deferred financing costs associated with the amendments of Dex One's senior secured credit facilities. This amount was recorded to other assets on the Company's consolidated balance sheet and will be amortized to interest expense over the remaining term of the related Dex One senior secured credit facilities using the effective interest method. The remainder of these costs, which include one-time costs associated with investment bankers, legal, and professional fees, were expensed as part of general and administrative expense on the Company's consolidated statements of comprehensive income (loss). Of these costs, $22 million

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and $12 million were incurred and expensed during the years ended December 31, 2013 and 2012, respectively, and were reflected as general and administrative expense on the Company's consolidated statements of comprehensive income (loss). No merger transaction costs were incurred during the year ended December 31, 2014.
Merger integration costs represent costs incurred to achieve synergies related to the merger of Dex One and SuperMedia. These costs include severance, professional fees and contract services. As part of the merger, there were a large number of processes, policies, procedures, operations, technologies and systems to be integrated. These costs were recorded as part of general and administrative expense on the Company's consolidated statements of comprehensive income (loss). During the years ended December 31, 2014 and 2013, the Company incurred $41 million and $54 million, respectively, of merger integration costs, of which $13 and $32 million, respectively, represents severance costs.
The following table sets forth merger transaction and merger integration costs recognized for the years ended December 31, 2014, 2013 and 2012.
 Years Ended December 31,
 201420132012
 (in millions)
Merger transaction costs$—
$22
$12
Merger integration costs41
54
—
Total merger related costs$41
$76
$12

As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including merger transaction and integration costs, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.

Note 5    Business Transformation Costs

On December 11, 2014, the Company announced an organizational restructuring program, the costs of which the Company has identified as business transformation costs. The program is designed to reorganize and strategically refocus the Company. The program includes the launch of virtual sales offices, enabling the Company to eliminate field sales offices, the automation of the sales process, integration of systems to eliminate duplicative systems and workforce reductions. The Company expects charges associated with the program to range from $70 million to $100 million, and to be incurred in 2014 and throughout 2015.

During the year ended December 31, 2014, the Company recorded a severance charge associated with the business transformation program of $43 million, which includes severance associated with our former President and Chief Executive Officer, our former Executive Vice President - Chief Financial Officer and Treasurer, and our former Executive Vice President - Operations of $10 million. The total severance charge was recorded in accordance with the Company’s existing severance program, without enhancement, and represents the cost of the Company's workforce reduction plan to lay off approximately 1,000 employees, beginning in the fourth quarter of 2014 and continuing through 2015.

Business transformation costs are recorded as general and administrative expense in our 2014 consolidated statement of comprehensive income (loss).
The following table reflects the severance liability associated with the program as of December 31, 2014.
 Beginning Balance  Ending Balance
 January 1, 2014ExpensePaymentsDecember 31, 2014
 (in millions)
Severance$—
$43
$(5)$38

Additional charges associated with lease terminations, costs associated with system consolidations and relocation costs will be incurred beginning in 2015.


F-23


Note 6     Additional Financial Information

Consolidated Statements of Comprehensive Income (Loss)

General and administrative expense

The Company’s general and administrative expense for the year ended December 31, 2014 includes certain charges and one-time credits to expense. During the year ended December 31, 2014 , the Company recorded a $29 million credit to expense associated with plan amendments that reduced benefits associated with the Company's long-term disability plans. Also during the year ended December 31, 2014, the Company recorded a $13 million credit to expense associated with the settlement of plan amendments related to other post-employment benefits ("OPEB"), which eliminated the Company's obligation to provide a subsidy for retiree health care. Additionally, during the year ended December 31, 2014, the Company recorded a $10 million credit to expense associated with the settlement of a liability under a publishing agreement and $5 million in credits to expense associated with the reduction of certain operating tax liabilities.
The Company recorded severance costs of $56 million, $32 million and $5 million during the years ended December 31, 2014, 2013 and 2012, respectively. Of the $56 million incurred in the year ended December 31, 2014, $43 million was included as part of our business transformation costs and $13 million was included as part of our merger integration costs. The $32 million incurred in the year ended December 31, 2013, was included as part of our merger integration costs.
Sale of assets held for sale

The Company sold its land and a building in Los Alamitos, CA in the fourth quarter of 2014 for $13 million, which resulted in a gain of $1 million. These assets were reported as assets held for sale on the Company's consolidated balance sheet as of December 31, 2013. During the years ended December 31, 2014 and 2013, the Company recorded a $3 million and $5 million charge, respectively, to adjust the property to its fair value. These charges and the gain associated with the sale of the property in Los Alamitos, CA were recorded to general and administrative expense in the Company's consolidated statement of comprehensive income (loss).

Depreciation and amortization

The following tables set forth the components of the Company's depreciation and amortization expense for the years ended December 31, 2014, 2013 and 2012.
 Years Ended December 31,
 201420132012
 (in millions)
Amortization of intangible assets$587
$703
$350
Amortization of capitalized software38
43
53
Depreciation of fixed assets18
19
16
Total depreciation and amortization$643
$765
$419

As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including depreciation and amortization expense, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.
Interest expense, net

The Company recorded interest expense, net of $356 million, $316 million and $196 million for the years ended December 31, 2014, 2013 and 2012, respectively. Interest expense, net consists primarily of interest expense associated with our debt obligations, non-cash interest expense associated with the amortization of debt discount, non-cash interest expense associated with payment-in-kind interest related to our senior subordinated notes, and non-cash interest expense associated with the amortization of deferred financing cost, offset by interest income. Non-cash interest expense was $93 million, $69 million and $40 million for the years ended December 31, 2014, 2013 and 2012, respectively. As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including interest expense, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.

F-24


Reorganization items

In accordance with ASC 852 “Reorganizations" ("ASC 852"), reorganization items represent charges that are directly associated with the process of reorganizing the business under Chapter 11 of the Bankruptcy Code. For the year ended December 31, 2013, the Company recorded $38 million of reorganization items on the consolidated statement of comprehensive income (loss) of which $32 million relates to the write off of the remaining unamortized debt fair value adjustment associated with Dex One debt obligations and $6 million of professional fees.

In conjunction with Dex One's adoption of fresh start accounting, after bankruptcy emergence on February 1, 2010, an adjustment was recorded to reflect Dex One's outstanding debt obligations at their fair value. A total discount of $120 million was recorded and was amortized as an increase to interest expense, until our filing for bankruptcy on March 18, 2013, to effectuate the merger. The write-off of remaining unamortized debt fair value adjustment of $32 million is associated with Dex One's debt obligations, which were classified as liabilities subject to compromise at March 31, 2013. ASC 852 specifies that when debt classified as liabilities subject to compromise is an allowed claim, and the allowed claim differs from the net carrying amount of the debt, the carrying amount shall be adjusted to the amount of the allowed claim. The gain or loss resulting from this adjustment shall be recognized as a reorganization item. Based on our plan of reorganization and approved first-day motions of the Bankruptcy Court, the allowed debt holder claims equaled the outstanding face value of debt obligations and excluded the unamortized debt fair value adjustment associated with Dex One's debt obligations. Therefore, we recognized the remaining unamortized debt fair value adjustment as a reorganization item during the year ended December 31, 2013, which resulted in the adjustment of the carrying amount of Dex One's debt obligations to their face value.

Balance Sheet

The following table sets forth additional financial information related to the Company's allowance for doubtful accounts at December 31, 2014, 2013 and 2012.

Allowance for doubtful accountsCredit Losses
 Years Ended December 31,
 201420132012
 (in millions)
Balance at beginning of period$26
$20
$36
Additions charged to revenue/expense (1)51
37
46
Deductions (2)(47)(39)(62)
Charged to other account—
8
—
Ending balance at December 31$30
$26
$20
(1) - Includes bad debt expense and sales allowance (recorded as contra revenue).
(2) - Amounts written off as uncollectible, net of recoveries and sales adjustments.

As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including allowance for doubtful accounts activity, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.

Accounts payable and accrued liabilities

The following table sets forth additional financial information related to the Company's accounts payable and accrued liabilities at December 31, 2014 and 2013.

F-25


 At December 31,
 20142013
 (in millions)
Accounts payable$14
$20
Accrued salaries and wages48
44
Accrued severance39
5
Accrued taxes16
21
Accrued expenses31
56
Customer refunds, advance payments and other19
20
Total accounts payable and accrued liabilities$167
$166

Other comprehensive income (loss)

The following tables set forth the components of the Company's comprehensive income (loss) adjustments for pension and other post-employment benefits for the years ended December 31, 2014, 2013 and 2012. As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.
 Years Ended December 31,
 2014 2013 2012
 GrossTaxesNet GrossTaxesNet GrossTaxesNet
 (in millions)
Net income (loss)  $(371)   $(819)   $41
Adjustments for pension and other post-employment benefits:           
Accumulated actuarial losses of benefit plans$(39)$(4)(43) $11
$(4)7
 $(21)$—
(21)
Reclassifications included in net income (loss):           
Amortization of actuarial losses—
—
—
 3
(1)2
 1
—
1
Settlement losses1
(1)—
 2
(1)1
 4
—
4
Settlement of plan amendments(13)5
(8) —
—
—
 —
—
—
Total reclassifications included in net income (loss)(12)4
(8) 5
(2)3
 5
—
5
Adjustments for pension and other post-employment benefits$(51)$—
(51) $16
$(6)10
 $(16)$—
(16)
Total comprehensive income (loss)  $(422)   $(809)   $25


The following table sets forth the balance of the Company's accumulated other comprehensive (loss). All balances in accumulated other comprehensive (loss) are related to pension and other post-employment benefits.allowance for credit losses:
(in thousands)202220212020
Balance as of January 1$17,475 $33,368 $26,828 
Acquisitions— 2,733 — 
Additions (1)
16,516 8,031 32,077 
Deductions (2)
(19,192)(26,657)(25,537)
Balance as of December 31 (3)
$14,799 $17,475 $33,368 
 GrossTaxesNet
 (in millions)
Accumulated other comprehensive (loss) - December 31, 2012$(47)$3
$(44)
Adjustments for pension and other post-employment benefits, net of amortization16
(6)10
Accumulated other comprehensive (loss) - December 31, 2013$(31)$(3)$(34)
Adjustments for pension and other post-employment benefits, net of amortization(51)—
(51)
Accumulated other comprehensive (loss) - December 31, 2014$(82)$(3)$(85)

The taxes recorded in accumulated other comprehensive (loss) includes a valuation allowance of $34 million and $14 million,

F-26


at December 31, 2014 and 2013, respectively.

Cash Flow

Cash interest paid on our debt obligations were $269 million, $254 million and $165 million for(1)    For the years ended December 31, 2014, 20132022, 2021, and 2012, respectively.2020, represents provision for bad debt expense of $16.5 million, $8.0 million, and $32.1 million, respectively, which is included in General and administrative expense in the Company's consolidated statements of operations and comprehensive income.
(2)    For the years ended December 31, 2022, 2021, and 2020, represents amounts written off as uncollectible, net of recoveries.
(3)    As a result of usingDecember 31, 2022, $14.8 million of the acquisition methodallowance is attributable to Accounts receivable and less than $0.1 million is attributable to Contract assets. As of accountingDecember 31, 2021, $17.4 million of the allowance is attributable to record the merger of Dex OneAccounts receivable and SuperMedia,$0.1 million is attributable to Contract assets.
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The Company’s exposure to expected credit losses depends on the financial results, including cash interest paid,condition of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.its clients and other macroeconomic factors. The Company maintains an allowance for credit losses based upon its estimate of potential credit losses. This allowance is based upon historical and current client collection trends, any identified client-specific collection issues, and current as well as expected future economic conditions and market trends.


Note 7      Fixed Assets and Capitalized Software


The following table sets forth the detailscomponents of the Company's fixed assets and capitalized software as of December 31, 2014 and 2013.software:
 At December 31,
 20142013
 (in millions)
Land, buildings and building improvements$14
$14
Leasehold improvements13
21
Computer and data processing equipment46
37
Furniture and fixtures18
20
Capitalized software225
222
Other1
1
Fixed assets and capitalized software317
315
Less accumulated depreciation and amortization253
209
Fixed assets and capitalized software, net$64
$106

(in thousands)December 31, 2022December 31, 2021
Capitalized software$129,086 $110,769 
Computer and data processing equipment40,765 34,618 
Other1,345 1,404 
Fixed assets and capitalized software$171,196 $146,791 
Less: accumulated depreciation and amortization128,862 95,853 
Total fixed assets and capitalized software, net$42,334 $50,938 
Depreciation and amortization expense associated with the Company's fixed assets and capitalized software was as follows:
 Years Ended December 31,
(in thousands)202220212020
Amortization of capitalized software$29,882 $24,886 $20,718 
Depreciation of fixed assets(1)
6,976 8,452 10,192 
Total depreciation and amortization expense$36,858 $33,338 $30,910 

(1)Includes depreciation expense associated with assets held under leaseback obligations of $0.7 million for the year ended December 31, 2021, and $1.7 million for the year ended December 31, 2020.

Note 8     Accrued Liabilities

The following table sets forth additional financial information related to the Company's accrued liabilities:
(in thousands)December 31, 2022December 31, 2021
Accrued salaries and related expenses$60,784 $58,440 
Accrued expenses52,313 51,224 
Accrued taxes9,799 17,660 
Accrued service credits2,654 2,769 
Accrued severance1,260 1,720 
Accrued liabilities$126,810 $131,813 
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The following tables set forth additional information related to severance expense incurred by the Company and recorded to General and administrative expense during the periods presented:
Years Ended December 31,
(in thousands)202220212020
Severance Expense (1)
Thryv U.S.
Marketing Services$2,516 $1,433 $10,318 
SaaS669 306 1,367 
Total Thryv U.S.$3,185 $1,739 $11,685 
Thryv International
Marketing Services$297 $2,945 $— 
SaaS9 — — 
Total Thryv International$306 $2,945 $— 
Total$3,491 $4,684 $11,685 
(1)During the years ended December 31, 2014, 20132022 and 20122021, none of the severance expense recorded was $56 million, $62 million and $69 million, respectively. Asrelated to employee terminations as a result of usingCOVID-19. During the acquisition methodyear ended December 31, 2020, the severance expense included employee termination charges of accounting$5.0 million recorded as a result of COVID-19.
The following tables set forth additional information related to recordseverance payments made by the mergerCompany during the periods presented:
Years Ended December 31,
(in thousands)202220212020
Severance Payments
COVID-19 Related$— $120 $4,925 
YP Integration Related— — 3,377 
Other2,596 4,702 3,206 
Total$2,596 $4,822 $11,508 
Note 9      Leases
The Company has entered into operating lease agreements for certain facilities and equipment. The Company determines at inception if an arrangement is a lease or contains a lease. As of Dex One and SuperMedia,December 31, 2022, the financial results, including depreciation and amortization expense,Company’s leases have remaining terms of SuperMedia priorapproximately one to April 30, 2013three years, which may include options to extend. The Company does not have beenlease agreements with residual value guarantees or material restrictive covenants. Variable lease payments included in the lease agreements are immaterial. Leases with terms of twelve months or less at inception are excluded from ourthe calculation of operating lease right-of-use assets, the current portion of long-term lease liability, and the long-term lease liability.

During the year ended December 31, 2022, the Company recorded operating lease right-of-use asset impairment charges of $0.2 million due to the Company's decision to consolidate operations at certain locations. Approximately $0.2 million and less than $0.1 million of the impairment charge was recorded in the Thryv U.S. Marketing Services and Thryv U.S. SaaS segments, respectively.

During the year ended December 31, 2021, the Company recorded operating lease right-of-use asset impairment charges of $3.6 million due to the Company's decision to operate in a "Remote First" working environment and consolidate operations at certain locations. These impairment charges were recorded in the Thryv International segment.

During the year ended December 31, 2020, the Company recorded operating lease right-of-use asset impairment charges of $20.7 million and leasehold improvements and furniture and fixtures impairment charges of $4.2 million due to the Company's decision to operate in a "Remote First" working environment and consolidate operations at certain locations. Approximately $22.0 million and $2.9 million of the impairment charge was recorded in the Thryv U.S. Marketing Services and Thryv U.S. SaaS segments, respectively.
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These operating lease right-of-use assets were remeasured at fair value based upon the discounted cash flows of estimated sublease income using market participant assumptions. These fair value measurements are considered Level 3.

The following table sets forth components of lease cost related to the Company's operating leases:

Years Ended December 31,
(in thousands)202220212020
Operating lease cost$9,087 $7,684 $8,018 
Short-term lease cost1,854 — 53 
Sublease income(2,389)(1,954)(366)
Total lease cost$8,552 $5,730 $7,705 

The following table sets forth supplemental balance sheet information related to the Company's operating leases:
(in thousands)December 31, 2022December 31, 2021
Assets 
Operating lease right-of-use assets, net (1)
$4,838 $9,517 
 
Liabilities
Current portion of long-term lease liability (2)
9,780 11,785 
Long-term lease liability (3)
13,585 24,330 
Total operating lease liability$23,365 $36,115 
(1)Operating lease right-of-use assets, net, are included in Other assets on the Company's consolidated financial results.balance sheet.

(2)The current portion of long-term lease liability is included in Other current liabilities on the Company's consolidated balance sheet.
(3)The long-term lease liability is included in Other liabilities on the Company's consolidated balance sheet.

The following table sets forth supplemental cash flow information related to the Company's operating leases:
Years Ended December 31,
(in thousands)202220212020
Cash flows from operating activities
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows from operating leases$15,313 $14,941 $8,713 
 
Supplemental lease cash flow disclosure
Right-of-use assets obtained in exchange for new operating lease liabilities$— $— $1,423 

The following table sets forth additional information related to the Company's operating leases:

Years Ended December 31,
 202220212020
Weighted-average remaining lease term - Operating leases (in years)
2.33.14.6
Weighted-average discount rate - Operating leases9.0 %9.2 %9.1 %

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The following table sets forth, by year, the maturities of operating lease liabilities as of December 31, 2022:
(in thousands)Operating Leases
2023$11,368 
20248,530 
20256,096 
2026— 
2027— 
Thereafter— 
Total undiscounted lease payments$25,994 
Less: imputed interest2,629 
Present value of operating lease liability$23,365 

Note 8      Long-Term10      Debt Obligations


The following table sets forth the Company's outstanding debt obligations on the consolidated balance sheets at December 31, 2014 and 2013.
   Interest Rates Carrying Value
   At December 31, At December 31,
 Maturity 20142013 20142013
      (in millions)
Senior secured credit facilities       
SuperMedia Inc.December 31, 2016 11.6%11.6% $841
$935
R.H. Donnelly Inc.December 31, 2016 9.75%9.75% 612
685
Dex Media East, Inc.December 31, 2016 6.0%6.0% 354
426
Dex Media West, Inc.December 31, 2016 8.0%8.0% 337
393
Senior subordinated notesJanuary 29, 2017 14.0%14.0% 252
236
Total debt     2,396
2,675
Less: current maturities of long-term debt    124
154
Long-term debt     $2,272
$2,521

F-27

As a result of the merger and adoption of acquisition accounting on April 30, 2013, SuperMedia's debt obligation was recorded at its fair value of $1,082 million, from its face value of $1,442 million, resulting in a discount of $360 million. This debt fair value adjustment is being amortized as an increase to interest expense over the remaining term of the SuperMedia debt obligation using the effective interest method and does not impact future interest or principal payments. The unamortized portion of the SuperMedia discount as of December 31, 20142022 and 2021:
(in thousands)MaturityInterest RateDecember 31, 2022December 31, 2021
Term LoanMarch 1, 2026LIBOR +8.5%$429,368 $542,000 
ABL Facility (Fifth Amendment)March 1, 20263-month LIBOR +3.0%54,554 39,929 
Unamortized original issue discount and debt issuance costs(14,112)(19,453)
Total debt obligations$469,810 $562,476 
Current portion of Term Loan(70,000)(70,000)
Total long-term debt obligations$399,810 $492,476 
Term Loan

On March 1, 2021, the Company entered into a Term Loan credit agreement (the “Term Loan”). The proceeds of the Term Loan were used to finance the Thryv Australia Acquisition, refinance in full the Company's existing term loan facility (the “Senior Term Loan”), and pay fees and expenses related to the Thryv Australia Acquisition and related financing.

The Term Loan established a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount equal to $700.0 million, of which 38.4% was $203held by related parties who are equity holders of the Company, as of March 1, 2021. The Term Loan Facility matures on March 1, 2026 and borrowings under the Term Loan Facility bear interest at a fluctuating rate per annum equal to, at the Company’s option, LIBOR or a base rate, in each case, plus an applicable margin per annum equal to (i) 8.50% (for LIBOR loans) and (ii) 7.50% (for base rate loans). The Term Loan Facility requires mandatory amortization payments equal to $17.5 million per fiscal quarter.

The net proceeds from the Term Loan of $674.9 million (net of original issue discount costs of $21.0 million and third-party fees of $4.1 million) were used to repay the remaining $449.6 million outstanding principal balance of the Senior Term Loan, accrued interest of $0.4 million, and third-party fees of $0.1 million. The SuperMedia fair value adjustment reductionCompany accounted for this transaction with existing lenders as a modification. The transaction with other lenders party to only the Senior Term Loan was the result of non-cash interest amortization expense of $74 million and $46 millionaccounted for the years ended December 31, 2014 and 2013, respectively, and reductions of $11 million and $26 million recorded as an offsetextinguishment.

Accordingly, total third-party fees paid were $4.2 million, of which $1.7 million was immediately charged to the gain on early extinguishment of debt associated with the repurchase of SuperMedia debt below par value during the years ended December 31, 2014General and 2013, respectively. The par value of SuperMedia's debt obligation at December 31, 2014 was $1,044 million.
Debt Issuance Costs
Certain costs associated with the issuance of our senior secured credit facilities were capitalized and are included in other non-current assetsadministrative expense on the Company's consolidated balance sheet. At December 31, 2014, the Company hasstatements of operations and comprehensive income. The remaining third-party fees of $2.5 million were deferred as debt issuance costs of $4 million on its consolidated balance sheet. These costs areand will be amortized to interest expense, over the remaining term of the related senior secured credit facilitiesloan, using the effective interest method. Additionally, there were unamortized debt issuance costs of $0.4 million on the existing Senior Term Loan, of which $0.3 million was written off and recorded as a loss on early extinguishment of debt on the Company's consolidated statements of operations and comprehensive income. The remaining unamortized debt issuance costs of $0.1 million will be deferred as debt issuance costs and amortized to interest expense, over the term of the Term Loan, using the effective interest method. The Term Loan, which was incurred by Thryv, Inc., the

95
Senior Secured Credit Facilities


Company’s operating subsidiary, is secured by all the assets of Thryv, Inc., certain of its subsidiaries and the Company, and is guaranteed by the Company and certain of its subsidiaries.

In connectionaccordance with the consummation of the Prepackaged PlansTerm Loan and the merger between Dex One and SuperMedia, on April 30, 2013, Dex Media entered into an amended and restated loan agreement for SuperMedia and three amended and restated agreements for each of Dex Media East, Inc. (“DME”), Dex Media West, Inc. (“DMW”) and R.H. Donnelley Inc. (“RHD”) (collectively, the "senior secured credit facilities"), with named financial institutions and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent under the SuperMedia, DME and DMW senior secured credit facilities, and Deutsche Bank Trust Company Americas as administrative agent and collateral agent under the RHD senior secured credit facility. 

SuperMedia Senior Secured Credit Facility

The SuperMedia senior secured credit facility interest is paid (1) with respect to any base rate loan, quarterly, and (2) with respect to any Eurodollar loan, on the last day of the interest period applicable to such borrowing, at SuperMedia's option, at either:
With respect to base rate loans, the highest (subject to a floor of 4.00%) of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, or (3) adjusted London Inter-Bank Offered Rate ("LIBOR") plus 1.00%, plus an interest rate margin of 7.60%, or
With respect to Eurodollar loans, the higher of (1) adjusted LIBOR or (2) 3.00%, plus an interest rate margin of 8.60%. SuperMedia may elect interest periods of one, two or three months for Eurodollar borrowings.
RHD Senior Secured Credit Facility

The RHD senior secured credit facility interest is paid (1) with respect to any base rate loan, quarterly, and (2) with respect to any Eurodollar loan, on the last day of the interest period applicable to such borrowing (with certain exceptions for interest periods of more than three months), at RHD's option, at either:

With respect to base rate loans, the highest (subject to a floor of 4.00%) of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, or (3) adjusted LIBOR plus 1.00%, plus an interest rate margin of 5.75%, or
With respect to Eurodollar loans, the higher of (1) adjusted LIBOR or (2) 3.00%, plus an interest rate margin of 6.75%. RHD may elect interest periods of one, two, three or six months for Eurodollar borrowings.

DME Senior Secured Credit Facility

The DME senior secured credit facility interest is paid (1) with respect to any base rate loan, quarterly, and (2) with respect to any Eurodollar loan, on the last day of the interest period applicable to such borrowing (with certain exceptions for interest periods of more than three months), at DME's option, at either:

With respect to base rate loans, the highest (subject to a floor of 4.00%) of (1) the prime rate, (2) the federal funds effective rate plus 0.50%, or (3) adjusted LIBOR plus 1.00%, plus an interest rate margin of 2.00%, or
With respect to Eurodollar loans, the higher of (1) adjusted LIBOR or (2) 3.00%, plus an interest rate margin of

F-28

3.00%. DME may elect interest periods of one, two, three or six months for Eurodollar borrowings.

DMW Senior Secured Credit Facility

The DMW senior secured credit facility interest is paid (1) with respect to any base rate loan, quarterly, and (2) with respect to any Eurodollar loan, on the last day of the interest period applicable to such borrowing (with certain exceptions for interest periods of more than three months), at DMW's option, at either:

With respect to base rate loans, the highest (subject to a floor of 4.00%) of (1) the prime rate, (2) the federal funds effective rate, plus 0.50%, or (3) adjusted LIBOR, plus 1.00%, plus an interest rate margin of 4.00%, or
With respect to Eurodollar loans, the higher of (1) adjusted LIBOR or (2) 3.00%, plus an interest rate margin of 5.00%. DMW may elect interest periods of one, two, three or six months for Eurodollar borrowings.

Senior Subordinated Notes

The Company's senior subordinated notes require interest payments, payable semi-annually on March 31 and September 30 of each year. The senior subordinated notes accrue interest at 12% for cash interest payments and 14% for payments-in-kind ("PIK") interest. PIK interest represents additional indebtedness and increases the aggregate principal amount owed. The Company is required to make interest payments of 50% in cash and 50% in PIK interest until maturity of the senior secured credit facilities on December 31, 2016. For the semi-annual interest period ended March 31, 2014 and September 30, 2014,Term Loan, the Company maderecorded interest payments of 50% in cash and 50% in PIK interest resulting in the issuance of an additional $16 million of senior subordinated notes. The Company is restricted from making open market repurchases of its senior subordinated notes until maturity of the senior secured credit facilities on December 31, 2016. The senior subordinated notes mature on January 29, 2017.

Principal Payment Termsexpense with related parties for Senior Secured Credit Facilities

The Company has mandatory debt principal payments due after each quarter prior to the December 31, 2016 maturity date on its outstanding senior secured credit facilities. RHD, DME and DMW are required to pay scheduled amortization payments, plus additional prepayments at par equal to each borrower's respective Excess Cash Flow ("ECF"), multiplied by the applicable ECF Sweep Percentage as defined in the respective senior secured credit facility (60% for RHD, 50% for DMW, and 70% in 2013 and 2014 and 60% in 2015 and 2016 for DME). SuperMedia is required to make prepayments at par in an amount equal to 67.5% of any increase in Available Cash, as defined in its senior secured credit facility. 

In addition to these principal payments, the Company may on one or more occasions use another portion of ECF or the increase in Available Cash, as applicable, to repurchase debt at market prices ("Voluntary Prepayments") at a discount of face value, as defined in the respective senior secured credit facility (12.5% for SuperMedia, 20% for RHD, 30% for DMW, and 15% in 2013 and 2014 and 20% in 2015 and 2016 for DME) as determined following the end of each quarter. These Voluntary Prepayments must be made within 180 days after the date on which financial statements are delivered to the administrative agents. If a borrower does not make such Voluntary Prepayments within the 180-day period, the Company must make a prepayment at par at the end of the quarter during which such 180-day period expires.  

Any remaining portion of ECF or Available Cash, may be used at the Company's discretion, subject to certain restrictions specified in each senior secured credit facility agreement.

Future Principal Payments

Future principal payments on debt obligations are as follows.
 Years Ended December 31,
 201520162017
 (in millions)
Future principal payments$124
$2,223
$252

The amounts shown in the table above represent the required amortization payments for RHD, DME and DMW for 2015 and any unpaid sweep obligations from 2014. No estimate has been made for future sweep obligations for these periods as these payments cannot be reasonably estimated. Payments in 2016 include the remaining principal payments upon maturity of the senior secured credit facilities. Payments in 2017 represent the payment of the senior subordinated notes upon their maturity

F-29

based on the December 31, 2014 principal amount due. All principal amounts in the table reflect the face value of the debt instruments.

2014 and 2013 Principal Payments

During the year ended December 31, 2014, the Company retired debt obligations2022, 2021 and 2020 of $381$3.5 million, under its senior secured credit facilities utilizing cash of $367 million. $17.5 million and $17.0 million, respectively.

The Company made mandatory and accelerated principal payments, at par, of $292 million. On June 16, 2014 the Company repurchased and retired debt of $54 million utilizing cash of $46 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in no gain/(loss) beinghas recorded by the Company ($8 million gain offset by a $7 million write-off of SuperMedia's unamortized debt fair value adjustment and $1 million in administrative fees). In addition, on September 16, 2014 the Company repurchased and retired debt of $35 million utilizing cash of $29 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in a gain of $2 million being recorded by the Company ($6 million gain offset by a $4 million write-off of SuperMedia's unamortized debt fair value adjustment and less than $1 million in administrative fees). These debt retirements were partially offset by additional indebtedness from payment-in-kindaccrued interest of $16$1.2 million and $3.4 million, as of December 31, 2022 and 2021, respectively. Accrued interest is included in Other current liabilities on the Company's senior subordinated notes.consolidated balance sheets.


During the year endedAs of December 31, 2013, the Company retired debt obligations of $541 million, under its senior secured credit facilities utilizing cash of $505 million. The Company made mandatory and accelerated principal payments, at par, of $404 million. On November 25, 2013 the Company repurchased and retired debt of $137 million utilizing cash of $101 million in accordance with the terms and conditions of its senior secured credit facilities. This transaction resulted in the Company recording a gain of $9 million ($36 million gain offset by a $26 million write-off of SuperMedia's unamortized debt fair value adjustment and $1 million in administrative fees and other adjustments). These debt retirements were partially offset by additional indebtedness from payment-in-kind interest of $16 million, on the Company's senior subordinated notes.

Debt Covenants

Each2022, no portion of the senior secured credit facilities described above containTerm Loan was held by related parties who are equity holders of the Company. As of December 31, 2021, 31.4% of the Term Loan was held by related parties who are equity holders of the Company.

Term Loan Covenants

The Term Loan contains certain covenants that, subject to exceptions, limit or restrict eachthe borrower's incurrence of additional indebtedness, liens, investments, (including acquisitions),loans, advances, guarantees, acquisitions, sales of assets, indebtedness, paymentsale-leaseback transactions, swap agreements, payments of dividends or distributions, and payments in respect of certain indebtedness, sale and leasebackcertain affiliate transactions, swap transactions, affiliate transactions,restrictive amendments to agreements, changes in business, amendments of certain material documents, capital expenditures, mergers, consolidations and liquidations, and consolidations.  For each senior secured credit facility, we areuse of the proceeds. Additionally, the Company is required to maintain compliance with a consolidated leverage ratio covenant and a consolidated interest coverage ratio covenant (the “Financial Covenants”). EachTotal Net Leverage Ratio, calculated as Net Debt to Consolidated EBITDA, which shall not be greater than 3.0 to 1.0 as of the senior securedlast day of each fiscal quarter. As of December 31, 2022, the Company was in compliance with the Term Loan covenants. The Company expects to be in compliance with these covenants for the next twelve months.

ABL Facility

On March 1, 2021, the Company entered into an agreement to amend (the “ABL Amendment”) the Company's June 30, 2017 asset-based lending (“ABL”) facility (the “ABL Facility”). The ABL Amendment was entered into in order to permit the term loan refinancing, the Thryv Australia Acquisition and make certain other changes to the ABL credit facilities also containagreement, including, among others:

•revise the maximum revolver amount to $175.0 million;
•reduce the interest rate per annum to (i) 3-month LIBOR plus 3.00% for LIBOR loans and (ii) base rate plus 2.00% for base rate loans;
•reduce the commitment fee on undrawn amounts under the ABL Facility to 0.375%;
•extend the maturity date of the ABL Facility to the earlier of March 1, 2026 and 91 days prior to the stated maturity
date of the Term Loan Facility;
•add the Australian subsidiaries acquired pursuant to the Thryv Australia Acquisition as borrowers and guarantors and establish an Australian borrowing base; and
•make certain other conforming changes consistent with the Term Loan agreement.

The Company accounted for this transaction as a modification of the ABL Facility. Accordingly, the existing unamortized debt issuance costs of $2.4 million, as well as additional third-party fees and lender fees of $0.9 million associated with the latest ABL Amendment, will be deferred and amortized over the new term of the ABL Facility.

As of December 31, 2022 and 2021, the Company had unamortized debt issuance costs of $2.0 million and $2.7 million, respectively. These debt issuance costs are included in Other assets on the Company's consolidated balance sheets.

As of December 31, 2022, the Company had borrowing capacity of $91.9 million under the ABL Facility.

ABL Facility Covenants

The ABL Facility contains certain covenants that, subject to exceptions, limit or restrict Dex Media'sthe borrower's incurrence of additional indebtedness, liens, indebtedness, ownershipinvestments, loans, advances, guarantees, acquisitions, disposals of assets, sales of assets, payment of dividends or distributions or modifications of the senior subordinated notes.

The senior subordinated notes contain certain covenants that, subject to certain exceptions, among other things, limit or restrict the Company's (and, in certain cases, the Company's restricted subsidiaries) incurrence of indebtedness, makingpayments of certain restricted payments, incurrence of liens, entry intoindebtedness, certain affiliate transactions, with affiliates, conduct of its business and the merger, consolidationchanges in fiscal year or accounting methods, issuance or sale of equity instruments, mergers, liquidations and consolidations, use of proceeds, maintenance of certain deposit accounts, compliance with certain ERISA requirements and compliance with certain Australian tax requirements. The Company is required to maintain compliance with a fixed charge coverage ratio that must exceed a ratio of 1.00. The fixed charge coverage ratio is
96


defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the ratio of (a) Consolidated EBITDA as defined in the ABL credit agreement for such period minus capital expenditures incurred during such period, to (b) fixed charges. Fixed charges is defined as, with respect to any fiscal period determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) consolidated interest expense accrued (other than amortization of debt issuance costs, and other non-cash interest expense) during such period, (b) scheduled principal payments in respect of indebtedness paid during such period, (c) all federal, state, and local income taxes accrued during such period, (d) all management, consulting, monitoring, and advisory fees paid to certain individuals or substantiallytheir affiliates during such period, and (e) all restricted payments paid during such period (whether in cash or other property, other than common equity interest). The Company is also required to maintain excess availability of its property.

at least $14.0 million, and U.S. excess availability of $10.0 million, in each case, at all times. As of December 31, 2014,2022, the Company was in compliance with allthe ABL Facility covenants. The Company expects to be in compliance with these covenants for the next twelve months.

Leaseback Obligations

As part of the Financial Covenants in its senior secured credit facilities and senior subordinated notes.

The Company evaluated compliance with its Financial Covenants for 2015 basedYP Acquisition on management’s most recent forecast and management believes thatJune 30, 2017, the Company assumed certain obligations including a failed sale-leaseback liability associated with land and a building in Tucker, Georgia. In conjunction with this financing liability, the fair value of the land and building was included as a part of the total tangible assets acquired in the acquisition. A portion of this liability consists of a non-cash residual value at termination of the lease, which upon termination will meet eachbe written off against the remaining carrying value of its Financial Covenant requirements in 2015.

For 2016,the land and building, with any amount remaining recorded as a gain on termination of the lease. In June 2021, the Company believes it will meet all covenant requirements in its senior secured credit facilities and senior subordinated notes; however,made a $10.2 million cash payment to terminate the senior secured credit facilities mature on December 31, 2016 and the senior subordinated notes mature on January 29, 2017. Because the Company lacks the cash flow from operations to fully pay the senior secured credit facilities and senior subordinated notes at maturity, the Company will have to seek a restructuring, amendment or refinancing of its debt, or if necessary, pursue additional debt or equity offerings, in advance of the debt becoming due. The Company’s ability to restructure, amend or refinance its debt, or to issue additional debt or equity, will depend upon, among other things: (1) the condition of the capital markets at the time,lease, which is beyond the Company’s control; (2) the Company’s future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond the Company’s control; and (3) the Company’s continued compliance with the terms and covenantsrecorded in its senior secured credit facilities and senior subordinated notes that govern its debt.


F-30

Effective March 10, 2015, the Company obtained an amendment to the DMW senior secured credit facility to permit the exclusion of one-time, nonrecurring cash expenditures associated with our business transformation programOther in Cash flows from the definition of EBITDA that is used for the leverage ratio covenant measure. This amendment permits the exclusion of these cash expenditures up to $15 million in 2015 and $5 million in 2016.
Guarantees

Each of the senior secured credit facilities are separate facilities secured by the assets of each respective entity. There are no cross guarantees or collateralization provision among the entities, subject to certain exceptions. The Shared Guarantee and Collateral agreement has certain guarantee and collateralization provisions supporting SuperMedia, RHD, DME and DMW. However, an event of default by one of the entities could trigger a callfinancing activities on the applicable guarantor. An eventCompany's consolidated statement of default by a guarantor on a guarantee obligation could be an event of default under the applicable credit facility, and if demand is made under the guarantee and the creditor accelerates the indebtedness, failure to satisfy such claims in full would in turn trigger a default under all of the other credit facilities. A subordinated guarantee also provides that SuperMedia, RHD, DME and DMW guarantee the obligations of the other such entities, including SuperMedia, provided that no claim may be made on such guarantee until the senior secured debt of such entity is satisfied and discharged.


Note 9Commitments

We lease office facilities and equipment under operating leases with non-cancelable lease terms expiring at various dates through 2019. Rent and lease expense of the Company for the years ended December 31, 2014, 2013 and 2012 was $25 million, $26 million and $19 million, respectively. As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including rent and lease expense, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.

The future non-cancelable minimum rental obligations applicable to operating leases at December 31, 2014 are as follows.
 Minimum Rental Obligations
 (in millions)
2015$21
201617
201713
20189
20192
Thereafter—
Total$62
We are obligated to pay an outsource service provider approximately $27 million over the years 2012 through 2017 for data center/server assessment, migration and ongoing management and administration services.cash flows. As of December 31, 2014, approximately $102021, the lease termination resulted in the write-off of $48.1 million remains outstanding in net carrying value of assets under this obligation.leaseback obligation and $55.2 million in leaseback obligations. During the year ended December 31, 2021, a $3.1 million loss on the termination of leaseback obligations was recorded in Other expense on the Company's consolidated statements of operations and comprehensive income.


Note 10      Employee Benefits11     Pensions

Pension and Other Post-Employment Benefits

Pension


The Company hasmaintains pension obligations associated with non-contributory defined benefit pension plans that provideare currently frozen and incur no additional service costs.

The Company updates the estimates used to measure the defined benefit pension benefitsobligation and plan assets annually or upon a remeasurement date to certainreflect the actual rate of return on plan assets and updated actuarial assumptions. The Company immediately recognizes actuarial gains and losses in its employees.operating results in the year in which the gains and losses occur. The accounting forCompany estimates the interest cost component of net periodic pension benefits reflectscost by utilizing a full yield curve approach and applying the recognition of these benefit costs overspecific spot rates along the employee’s approximate service period based onyield curve used in the terms of the plan and the investment and funding decisions made. The determination of the benefit obligation andobligations of the relevant projected cash flows. This method provides a more precise measurement of interest costs by improving the correlation between projected cash flows to the corresponding spot yield curve rates.

Net Periodic Pension Cost

The following table details the Other components of net periodic pension (benefit) cost requires management to make actuarial assumptions, includingfor the discount rate and expected return on plan assets. For these assumptions, management consults with actuaries, monitors plan provisions and demographics, and reviews public market data and general economic information. Changes in these assumptions can have a significant impact on the projected benefit obligation, funding requirement and net periodic benefit cost. New mortality tables

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were published in the fourth quarter of 2014 which reflect improved life expectancies. The Company has adopted these tables resulting in an increase to ourCompany's pension obligation of approximately $38 million.plans:

Years Ended December 31,
(in thousands)202220212020
Interest cost$14,017 $10,469 $13,949 
Expected return on assets(13,534)(11,560)(16,027)
Settlement (gain)/loss(1,492)(374)819 
Remeasurement (gain)/loss(43,603)(13,364)43,495 
Net periodic pension (benefit) cost
$(44,612)$(14,829)$42,236 
The
Since all pension plans include the Dex One Retirement Account, the Dex Media, Inc. Pension Plan, the SuperMedia Pension Plan for Management Employeesare frozen and the SuperMedia Pension Plan for Collectively Bargained Employees. The Company also maintains two non-qualified pension plans for certain executives, the Dex One Pension Benefit Equalization Plan and the SuperMedia Excess Pension Plan. Pension assets related to the Company's qualified pension plans, which are held in master trusts and recorded on the Company's consolidated balance sheet, are valued in accordance with applicable accounting guidance on fair value measurements. On January 25, 2014, the Company reached an agreement with certain unions to freeze the SuperMedia Pension Plan for Collectively Bargained Employees. Accordingly, effective April 1, 2014, no employees accrue future pension benefits under any of the pension plans.plans, the rate of compensation increase assumption is no longer applicable. The Company recordeddetermines the weighted-average discount rate by applying a curtailment gain of $2 million in 2014 associated with the Union pension plan freeze.

Other Post-Employment Benefits

Prior to January 25, 2014, the Company was obligated to provide other post-employment benefits ("OPEB"), which included post-employment health care and life insurance plans for certainyield curve comprised of the Company's retirees. On January 25, 2014,yields on several hundred high-quality, fixed income corporate bonds available on the Company enacted plan amendmentsmeasurement date to its OPEB plans, and reached an agreement with certain unions to eliminate the Company's obligation as of April 1, 2014. As a result of the settlement of these plan amendments, the Company recorded a credit of $13 million to general and administrative expense in its consolidated statement of comprehensive (loss) during the year ended December 31, 2014.expected future benefit cash flows.
Components of Net Periodic Cost (Income)

The net periodic cost (income) of the pension plans and post-employment health care and life for the years ended December 31, 2014, 2013 and 2012 are shown in the following table.
97
 Pension Other Post-Employment Benefits
 Years Ended December 31, Years Ended December 31,
 201420132012 201420132012
 (in millions)
Service cost$—
$1
$—
 $—
$—
$—
Interest cost28
22
11
 —
1
—
Expected return on assets(37)(31)(14) —
—
—
Actuarial loss, net—
3
1
 —
—
—
Prior service cost—
—
—
 —
—
—
Settlement (gains) losses1
2
4
 (13)—
—
          Net periodic cost (income)$(8)$(3)$2
 $(13)$1
$—



As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including net periodic cost (income), of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.

For the years ended December 31, 2014, 2013, and 2012, the Company recorded pension settlement losses of $1 million, $2 million and $4 million, respectively, related to employees that received lump-sum distributions. These charges were recorded in accordance with applicable accounting guidance for settlements associated with defined benefit pension plans, which requires that settlement gains and losses be recorded once prescribed payment thresholds have been reached. As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including pension settlement (gains) losses, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.

For the year ended December 31, 2014, the Company recorded a $13 million credit to expense associated with the settlement of plan amendments to its other post-employment benefits, which eliminated the Company’s obligation to provide a subsidy for retiree health care.

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The following table showssets forth the weighted-average assumptions used for determining the Company's net periodic pension (benefit) cost:
 Years Ended December 31,
 202220212020
Pension benefit obligations discount rate2.77 %2.39 %3.16 %
Interest cost discount rate2.37 %1.71 %2.74 %
Expected return on plan assets, net of administrative expenses3.18 %2.69 %3.73 %
Interest crediting rate3.02 %3.01 %3.00 %
Rate of compensation expense increaseN/AN/AN/A

The following table sets forth the weighted-average assumptions used for determining the Company's pension benefit cost (income), for the years ended December 31, 2014, 2013 and 2012.obligations:
 Years Ended December 31,
 20222021
Pension benefit obligations discount rate5.14 %2.77 %
Interest crediting rate3.02 %3.01 %
Rate of compensation increaseN/AN/A
 Pension Other Post-Employment Benefits
 Years Ended December 31, Years Ended December 31,
 201420132012 201420132012
Discount rate4.77%3.85%4.80% —%4.18%—
Expected return on plan assets6.47%6.47%7.50% —
—
—
Rate of compensation increase3.50%3.50%—
 —%3.50%—
Initial trend rate-pre Medicare—
—
—
 —%8.25%—
Initial trend rate-post Medicare—
—
—
 —%7.25%—
Ultimate trend rate—
—
—
 —%5.00%—
Year attained—
—
—
 —
2020
—


Effective January 1, 2012, Dex One eliminated its OPEB liability and therefore, no assumptions were required in 2012. With the merger, SuperMedia's OPEB liability was acquired on April 30, 2013. Effective, April 1, 2014, the Company eliminated all remaining OPEB liabilities and any associated assumptions.

Pension Benefit Obligations and Plan Assets


The following table summarizes the benefit obligations, plan assets, and funded status associated with the Company's pension and other post-employment benefit plan:

 (in thousands)
20222021
Change in Benefit Obligations
Balance as of January 1$591,967 $636,497 
Interest cost14,017 10,469 
Actuarial (gain) loss, net(117,958)(12,565)
Benefits paid(43,127)(42,434)
Balance as of December 31$444,899 $591,967 
 
Change in Plan Assets
Balance as of January 1$450,713 $444,228 
Plan contributions23,242 36,185 
Actual return on plan assets, net of administrative expenses(59,330)12,734 
Benefits paid(43,127)(42,434)
Balance as of December 31$371,498 $450,713 
 
Funded Status as of December 31 (plan assets less benefit obligations)$(73,401)$(141,254)

The accumulated obligations for all defined pension plans forwas $444.9 million and $592.0 million as of December 31, 2022 and 2021, respectively.

The following table sets forth cash contributions made by the Company to its qualified and non-qualified plans during the years ended December 31, 20142022, 2021 and 2013.2020:
Years Ended December 31,
(in thousands)202220212020
Qualified plans$22,500 $35,000 $43,875 
Non-qualified plans742 1,176 1,034 

98


 Pension Other Post-Employment Benefits
 Years Ended December 31, Years Ended December 31,
 2014 2013 2014 2013
 (in millions)
Change in Benefit Obligations       
At January 1$645
 $256
 $15
 $—
Acquisition of SuperMedia plans on April 30, 2013—
 506
 —
 22
Service cost—
 1
 —
 —
Interest cost28
 22
 —
 1
Actuarial loss (gain), net115
 (59) 1
 2
Benefits paid(81) (81) —
 (10)
Curtailment (gain)(2) —
 —
 —
Settlement of plan amendments (gain)—
 —
 (16) —
Benefit obligations at December 31$705

$645
 $—
 $15
        
Change in Plan Assets       
At January 1$618
 $178
 $—
 $—
SuperMedia assets received on April 30, 2013—
 531
 —
 —
Plan contributions9
 5
 —
 —
Actual return (loss) on plan assets96
 (15) —
 —
Benefits paid(81) (81) —
 —
Plan assets at December 31$642
 $618
 $—
 $—
        
Funded Status at December 31 (plan assets less benefit obligations)$(63) $(27) $—
 $(15)
For fiscal year 2023, the Company expects to contribute approximately $10.0 million to the qualified plans and approximately $0.8 million to the non-qualified plans.

The accumulatednet actuarial gain in the benefit obligation for all defined benefit pension plans was $705 million and $643 million asobligations of December 31, 2014 and 2013, respectively.
During the years ended December 31, 2014 and 2013, the Company made cash contributions of $7 million and $4 million, respectively, to qualified pension plans as required under pension accounting guidelines.

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Contributions to plan assets for non-qualified pension plans and associated payments were $2$45.1 million for the year ended December 31, 2014,2022 was a result of gains attributable to increasing discount rates due to changes in the corporate bond markets and $1 million for the year ended December 31,2013.economic and demographic assumption updates, partially offset by losses attributable to actual asset performance falling short of expectations and plan experience different than expected.

The following table sets forth the amounts associated with pension plans recognized inwithin Pension obligations, net on the Company’sCompany's consolidated balance sheets at December 31, 2014 and 2013.sheets:

 Pension Other Post-Employment Benefits
 At December 31, At December 31,
 2014 2013 2014 2013
 (in millions)
Non-current assets$45
 $41
 $—
 $—
Current liabilities(1) (1) —
 (1)
Non-current liabilities(107) (67) —
 (14)
Net asset (liability) at December 31$(63) $(27) $—
 $(15)
(in thousands)December 31, 2022December 31, 2021
Current liabilities$(811)$(1,087)
Long-term liabilities(72,590)(140,167)
Total pension liability as of December 31$(73,401)$(141,254)
Identified below are amounts associated with the pension plans that have an accumulated benefit obligation greater than plan assets as of December 31, 2014 and 2013.
 At December 31,
 2014 2013
 (in millions)
Accumulated benefit obligation$428
 $386
Projected benefit obligation428
 389
Plan assets320
 321
The unrecognized net actuarial losses (pre-tax) recorded in accumulated other comprehensive income (loss), for the years ended December 31, 2014 and 2013, are shown below.
 Pension Other Post-Employment Benefits
 Years Ended December 31, Years Ended December 31,
 2014 2013 2014 2013
 (in millions)
Unrecognized actuarial (loss), net$(82) $(29) $—
 $(2)
The unrecognized actuarial (loss) related to the pension plans that will be amortized from accumulated other comprehensive(loss) into net periodic benefit cost (income) over the next fiscal year is approximately $5 million. Unrecognized actuarial (losses) are amortized over the average remaining service of current participants when the loss exceeds a 10% corridor of the greater of the projected benefit obligation or the market-related value of assets.
The following table sets forth the weighted-average assumptions used for determiningamounts associated with the benefitCompany's pension plans that have accumulated pension obligations for the years ended December 31, 2014 and 2013.greater than plan assets (underfunded):

 Pension Other Post-Employment Benefits
 Years Ended December 31, Years Ended December 31,
 2014 2013 2014 2013
Discount rate3.86% 4.77% —% 5.01%
Rate of compensation increase—% 3.50% —% 3.50%
Initial trend rate pre-Medicare—
 —
 —% 8.00%
Initial trend rate Medicare—
 —
 —% 7.50%
Ultimate trend rate—
 —
 —% 5.00%
Year attained—
 —
 —
 2024
(in thousands)December 31, 2022December 31, 2021
Accumulated benefit obligations$444,899 $591,967 
Projected benefit obligations444,899 591,967 
Plan assets$371,498 $450,713 
The discount rate reflects the current rate at which the projected benefit obligations could be settled or paid out to participants at the end of the year. We determine our discount rate based on a range of factors, including a yield curve comprised of the

F-34

rates of return on several hundred high-quality, fixed-income corporate bonds available on the measurement date for the related expected duration for the obligations.
Expected Cash Flows
During the years ended December 31, 2014 and 2013, the Company made cash contributions of $7 million and $4 million, respectively, to qualified pension plans as required under pension accounting guidelines. In 2015, the Company anticipates making cash contributions of $4 million to its qualified pension plans.
The following table sets forth the Company's expected future pension benefit payments.payments:
(in thousands)Expected Future
Pension Benefit
Payments
2023$45,882
202437,689
202537,525
202637,113
202735,943
2028 to 2032162,154
 Expected Pension Benefit Payments
 (in millions)
2015$71
201660
201756
201853
201951
2020 to 2024219

Pension Plan Assets

The Company's overall investment strategy is to achieve a mix of assets, which allows usallowing it to meet projected benefits payments while taking into consideration expected levels of risk and return. Depending on perceived market pricing and various other factors, we use both active and passive management approaches.approaches are utilized.


99


The following tables set forth the fair values of the Company’sCompany's pension plan assets as of December 31, 2014 by asset category are as follows.category:

 Total 
Level 1
(quoted prices in active markets)
 
Level 2
(significant observable input)
 
Level 3
(significant unobservable inputs)
 (in millions)
Cash and cash equivalents$50
 $7
 $43
 $—
Equity funds92
 —
 92
 —
U.S. treasuries and agencies228
 —
 228
 —
Corporate bonds16
 —
 16
 —
Other fixed income29
 —
 29
 —
Hedge funds227
 —
 —
 227
Total$642
 $7
 $408
 $227

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 December 31, 2022
(in thousands)TotalLevel 1
(Quoted
Market Prices
in Active
Markets)		Level 2
(Significant
Observable
Input)		Level 3
(Unobservable
Inputs)
Cash and cash equivalents$3,002 $3,002 $— $— 
Equity funds35,000 35,000 — — 
U.S. treasuries and agencies61,749 — 61,749 — 
Corporate bond funds159,411 159,411 — — 
Total$259,162 $197,413 $61,749 $— 
Hedge funds-investments measured at net asset value (“NAV”) as a practical expedient
112,336 
Total plan assets$371,498 
The fair values of the Company’s pension plan assets as of December 31, 2013 by asset category are as follows.
 December 31, 2021
 TotalLevel 1
(Quoted
Market Prices
in Active
Markets)		Level 2
(Significant
Observable
Input)		Level 3
(Unobservable
Inputs)
Cash and cash equivalents$10,687 $10,687 $— $— 
Equity funds92,689 92,689 — — 
U.S. treasuries and agencies41,535 — 41,535 — 
Corporate bond funds184,034 184,034 — — 
Total$328,945 $287,410 $41,535 $— 
Hedge funds-investments measured at NAV as a practical expedient121,768 
Total plan assets$450,713 
 Total 
Level 1
(quoted prices in active markets)
 
Level 2
(significant observable input)
 
Level 3
(significant unobservable inputs)
 (in millions)
Cash and cash equivalents$22
 $4
 $18
 $—
Equity funds96
 —
 96
 —
Equity securities20
 20
 —
 —
U.S. treasuries and agencies180
 —
 180
 —
Corporate bonds16
 —
 16
 —
Other fixed income26
 —
 26
 —
Hedge funds258
 —
 —
 258
Total$618
 $24
 $336
 $258


Cash and cash equivalents are comprised of cash and high-grade money market instruments with short-term maturities. Equity funds include two index funds; one domestic focused and one international focused. Equity securities are investmentsmutual funds invested in public company stock.equity securities. U.S. treasuries and agencies are fixed income investments in U.S. government or agency securities. Corporate bonds are mutual fund investments in corporate debt. Other fixed income includes a fixed income mutual fund, fixed income investment in non-U.S. agencies, investments in asset backed securities, swaps and offsetting swap collateral. Fixed income investments are intended to protect the invested principal while paying out a regular income. The Company uses derivatives, such as swaps and futures, to mitigate interest rate risk in its pension plans.
Pension Plan Hedge Fund Investments

Hedge funds are private investment vehicles that manage portfolios of securities and use a variety of investment strategies with the objective to provideof providing positive total returns regardless of market performance. Additionally, and when appropriate, derivatives are used to match a specific benchmark thus keeping assets fully invested.

Pension Plan Hedge Fund Investments

The Company uses net asset value (“NAV”) to determine the fair value of all the underlying investments which do not have a readily determinable value, and either have the attributes of an investment company or prepare their financial statements consistent with the measurement principles of an investment company. As of December 31, 2014, the Company used NAV to value its hedge fund investments (Level 3 investments). These investments do not have readily available market values.

The following table sets forth the change in fair value of our hedge fund investments (Level 3 investments) for the year ended December 31, 2014.
 
Pension Plan Hedge Fund
Investments
 (in millions)
Ending Balance as of December 31, 2013$258
      Return on plan assets16
      Purchases and sales(47)
      Transfers in and/or out of Level 3—
Ending Balance at December 31, 2014$227
OurCompany's hedge fund investments are made through limited partnership interests in various hedge funds that employ different trading strategies. The Company has no unfunded commitments to these investments and has redemption rights with respect to its investments that range up to three years. As of December 31, 2014, no single hedge fund made up more that 3% of total pension plan assets. Examples of strategies followed by our hedge funds include directional strategies, relative value strategies and event driven strategies. A directional strategy entails taking a net long or short position in a market. Relative value seeks to take advantage of mispricingmis-pricing between two related and often correlated securities with the expectation that the pricing discrepancy will be resolved over time. Relative value strategies typically involve buying and selling related securities. An event driven strategy uses different investment approaches to profit from reactions to various events. Typically,

F-36

events can include acquisitions, divestitures or restructurings that are expected to affect individual companies and may include long and short positions in common and preferred stocks, as well as debt securities and options. The Company has no unfunded commitments to these investments and has redemption rights with respect to its investments that range up to three years.

The Company uses NAV to determine the fair value of all the underlying investments which do not have a readily determinable fair market value, and either have the attributes of an investment company or prepare their financial statements consistent with the measurement principles of an investment company. As of December 31, 2022 and 2021, the Company used NAV to value its hedge fund investments.
100



The following table sets forth the weighted asset allocation percentages for the pension plans by asset category are shown in the table below, as of December 31, 2014 and 2013.category:

At December 31,December 31,
2014 2013 20222021
Cash and cash equivalents7.7% 3.4%Cash and cash equivalents0.8 %2.4 %
Fixed income investments42.5
 35.9
Equity investments14.4
 18.9
U.S. treasuries and agencies, corporate bond funds, and other fixed incomeU.S. treasuries and agencies, corporate bond funds, and other fixed income59.5 %50.0 %
Equity fundsEquity funds9.4 %20.6 %
Hedge funds35.4
 41.8
Hedge funds30.3 %27.0 %
Total100.0% 100.0%Total100.0 %100.0 %

Prospective Pension Plan Investment Strategy

The Company is transitioning the asset allocation for the Dex One Retirement Account and the Dex Media, Inc. Pension Plan touses a liability driven investment allocation. As(“LDI”) strategy, and as part of December 31, 2014 the Dex One Retirement Account andstrategy, the Dex Media, Inc. Pension Plan assets were invested 50%Company may invest in equities and 50% in fixed income investments. The target asset allocation for the SuperMedia Pension Plan for Management Employees and the SuperMedia Pension Plan for Collectively Bargained Employees is a range of 45-55% hedge fund investments, 40-55% fixed income investments, equity investments and 0-15%will hold an adequate amount of cash and cash equivalents. While target allocation percentages will vary over time, the Company's overall investment strategy is to achieve a mix of assets, which allows usequivalents to meet projected benefits payments while taking into consideration risk and return.daily pension obligations.

Expected Rate of Return for Pension Assets

The expected rate of return for the pension assets represents the average rate of return to be earned on plan assets over the period the benefits are expected to be paid. The expected rate of return on the plan assets is developed from the expected future return on each asset class, weighted by the expected allocation of pension assets to that asset class. Historical performance is considered for the types of assets in which the plan invests. Independent market forecasts and economic and capital market considerations are also utilized. The 2015

For 2023, the expected rates of return, net of administrative expenses, for the Dex Pension Plan and the YP Holdings LLC Pension Plan are 3.8% and 5.0%, respectively, with a weighted-average expected rate of return forof 4.0%. In 2022, the Dex One Retirement Account and the Dex Media, Inc. Pension Plan is 7.0%. The 2015 expected rate of return for the SuperMedia Pension Plan for Management Employees and the SuperMedia Pension Plan for Collectively Bargained Employees is 6.0%. The expectedactual rates of return used in 2014 and 2013 for the Dex One Retirement Account and the Dex Media, Inc. Pension Plans was 7.5% in both years. The actual rate of return on assets during 2014 and 2013 for the Dex One Retirement AccountPension Plan and the Dex Media, Inc.YP Holdings LLC Pension Plan was 6.9%were (11.0)% and 17.2%(22.7)%, respectively. TheIn 2021, the actual raterates of return on assets during 2014 and for the eight months ending December 31, 2013 for the SuperMediaDex Pension Plan for Management Employees and for the SuperMediaYP Holdings LLC Pension Plan for Collectively Bargained Employees was 22.5%were 2.4% and (8.0)%5.1%, respectively.

Employee Benefits - Long-Term Disability

During the year ended December 31, 2014, the Company recorded a $29 million credit to expense associated with plan amendments that reduced benefits associated with the Company's long-term disability plans. As of December 31, 2014, the employee benefit liability associated with our long-term disability plans was $19 million.
Savings PlansPlan Benefits

The Company sponsors a defined contribution savings plansplan to provide opportunities for eligible employees to save for retirement. The savings plans include the Dex One 401(k) Savings Plan, the Dex One Restoration Plan and the Super Media, Savings Plan. Substantially all of the Company's employees are eligible to participate in the plans.plan. Participant contributions may be made on a pre-tax, after-tax, or Roth basis. Under the plans,plan, a certain percentage of eligible employee contributions are matched with Company cash contributions that are allocated to the participants' current investment elections. The Company recognizes its contributions as savings plan expense based on its matching obligation to participating employees. For the years ended December 31, 2014, 20132022, 2021 and 2012,2020, the Company recorded total savings plan expense of $11$9.2 million, $12$7.7 million, and $10$3.0 million, respectively. As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, includingThe decline in savings plan expense of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results. Onfor year ended December 31, 20142020 was due to the Company mergedCompany's suspension of the Dex One 401(k) Savings Planemployee matching program in April 2020 as part of managing costs in response to the COVID-19 pandemic.

Note 12     Stock-Based Compensation and the SuperMedia Savings Plan to form Dex Media Inc, Savings Plan.Stockholders' Equity

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Note 11Long term incentive compensation


The Dex Media, Inc. EquityStock Incentive Plan, the Dex Media, Inc. Amended and Restated Long-Term Plan, the Dex Media, Inc. 2013-2015 Cash Long-Term Incentive Plan and the Value Creation Program provides the opportunity to earn long term incentive compensation for non-management directors, designated eligible employees and other service providers, as applicable.

Stock-Based Compensation

The Dex Media, Inc. Equity Incentive Plan and the Dex Media, Inc. Amended and Restated Long-Term Incentive Plan
("Stock-Based Plans")Plans provide for several forms of incentive awards to be granted to designated eligible employees, non-management directors, consultants and independent contractors providing services to the Company. On September 3, 2020, the Company's Board of Directors adopted and the Company's stockholders approved, the Company's 2020 Plan. The 2020 Plan replaced the 2016 Plan, as the Company determined not to make additional awards under the 2016 Plan following the effectiveness of the 2020 Plan. However, the terms of the 2016 Plan continue to govern outstanding equity awards granted under the 2016 Plan.

The maximum number of shares of Dex Mediathe Company’s common stock authorized for issuance under the Plans2016 Plan is 1,264,911. During 20146,166,667. Any shares reserved for issuance, but unissued, forfeited or lapse unexercised under the 2016 Plan will be made available under the 2020 Plan for issuance. On May 18, 2021, the Company’s stockholders approved an amendment to the 2020 Plan to provide that commencing on January 1, 2022 and 2013,ending on (and including) January 1, 2030, there will be an
101


automatic annual increase in the total number of shares of common stock reserved and available for delivery in connection with the 2020 Plan of up to 5% of the total number of shares of common stock outstanding on December 31st of the preceding year. On January 1, 2022, the 2020 Plan share pool increased by 1,703,584 shares, 5% of the outstanding common stock of 34,071,684 shares on December 31, 2021.

The following table sets forth stock-based compensation expense (benefit), including the effects of gains and losses from changes in fair value during the years ended December 31, 2022, 2021 and 2020, recognized by the Company in the following line items in the Company's consolidated statements of operations and comprehensive income during the periods presented:

 Years Ended December 31,
(in thousands)202220212020
Cost of services$421 $380 $(72)
Sales and marketing6,634 3,490 266 
General and administrative7,573 4,224 (3,089)
Stock-based compensation expense (benefit)$14,628 $8,094 $(2,895)

The following table sets forth stock-based compensation expense by award type during the periods presented:

 Years Ended December 31,
(in thousands)20222021
Stock options$6,156 $6,351 
RSUs3,569 — 
PSUs3,141 — 
ESPP1,762 1,743 
Stock-based compensation expense$14,628 $8,094 

Stock Options

No stock options were issued during the years ended December 31, 2022 or 2021.

On October 15, 2020 and December 11, 2020, the Company granted equity awards under the Stock-Based Plans.

Restricted Stock
The Stock-Based Plans provide for grants of restricted stock. These awards are classified as equity awards based on the criteria established by the applicable accounting rules for stock-based compensation. The fair value of the restricted388,892 and 482,000 stock awards was determined based on theoptions, respectively, to certain employees and non-management directors at an exercise price of Dex Media common stock on the date of grant.

During 2014$13.82 and 2013, certain employees were granted restricted stock awards that cliff vest on December 31, 2015 and 2016, as applicable.  Grant award recipients would receive all regular cash dividends if the Company were to declare dividends.

All unvested shares of restricted stock will be forfeited upon the employee's termination of employment with the Company on or before the vesting dates, except that the Compensation and Benefits Committee of the Board of Directors, at its sole option and election, may permit the accelerated vesting of an award. In the event of the employee's termination of service by the Company without cause or by the employee for good reason within six months prior to or two years following a change in control, any unvested restricted stock will become fully vested on the date of such termination or the date of the change in control, if such termination occurs within six months prior to such change in control.

Changes in the Company's outstanding restricted stock awards were as follows for the year ended December 31, 2014.
  
Restricted
 Stock Awards
 Weighted-Average Grant Date Fair Value
Outstanding restricted stock awards at January 1, 2014 356,138
 $10.28
Granted 20,360
 $8.29
Vested (157,292) $10.37
Forfeitures (5,960) $10.61
Outstanding restricted stock awards at December 31, 2014 213,246
 $10.01
Stock Options
The Stock-Based Plans provide for grants of stock options. These awards are classified as equity awards based on the criteria established by the applicable accounting rules for stock-based compensation.

During 2014 and 2013, certain employees were granted stock option awards$10.35 per share, respectively, that vest over four years in equal annual installments beginninga three-year to four-year period ending on March 31 following the grant dateOctober 15, 2024 and have a 10 year10-year term from the date of grant. Other

On November 23, 2020, the Company’s Board of Directors and the Compensation Committee approved (i) a one-time stock option awards cliff vest on December 31, 2017. Therepricing for certain previously granted and still outstanding options held by the Company’s employees; and (ii) for certain officers, contingent upon each such officer’s written consent with respect to certain of his or her own previously granted and still outstanding options, (1) a one-time stock option awards granted on January 2, 2014 were priced atrepricing and (2) a premium, with andelayed vesting schedule for such options (“Repricing”). Except for the reduction in the exercise price of $10.25 per share, whilethe outstanding options and the officer vesting change described above, all other stock option awards had an exercise price equal to the market price of the Company's common stock on the date of grant.

In connection with Mr. Walsh’s appointment as President and Chief Executive Officer, on October 14, 2014, the Company granted Mr. Walshoutstanding stock options under the 2016 Plan will continue to purchase 271,000 shares of Dex Media common stock at an exercise price of $7.54, which vest on December 31, 2017. The stock options were granted as inducements to employment without stockholder approval

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pursuant to NASDAQ Market Place Rule 5635(c)(4) and was approved by all ofremain outstanding in accordance with the Company’s independent directors and the Company’s Compensation and Benefits Committee. The grant will be subject to thecurrent terms and conditions of the Dex Media, Inc. Equity Incentive Plan. These2016 Plan and the applicable award agreements. As a result of the Repricing, 2,377,886 vested and unvested stock options are includedoutstanding, with an original exercise price of $16.20 per share, were repriced to $13.82 per share. The Repricing resulted in one-time incremental stock-based compensation expense of $1.5 million, which will be recognized over the stock option award amounts provided inremaining term of the table below.repriced options.


A stock option holder may pay the option exercise price in cash, by delivering unrestricted shares to the Company unrestricted shares having a value at the time of exercise equal to the exercise price, by a cashless broker-assisted exercise, by a loan from the Company, (unless prohibited by law) or by a combination of these methods or by any other method approved by the Compensation and Benefits Committee of the Company's Board of Directors. Stock option awards may not be re-priced without the approval of the Company's shareholders.methods.


Any unvested portion of the stock option award will be forfeited upon the employee’s termination of employment with the Company for any reason before the date the option vests, except that the Compensation and Benefits Committee of the Company, at its sole option and election, may provide for the accelerated vesting of the stock option award. If the Company terminates the employee without cause or the employee resigns for good reason, then the employee is eligible to exercise the stock options that vested on or before the effective date of such termination or resignation. If the Company terminates the employee for
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cause, then the employee's stock options, whether or not vested, shall terminate immediately upon termination of employment. InThe Compensation Committee of the Company shall have the authority to determine the treatment of awards in the event the employee is terminated by the Company without cause or the employee resigns for good reason within six months prior to or two years followingof a change in control any unvested portion of such employee's stock options shall become fully vested on the date of such terminationCompany or the dateaffiliate which employs the award holder.

The Company estimates the fair value of the changeits common stock as described in control, if such termination occurs within six months prior to such change in control.

Note 1, Description of Business and Summary of Significant Accounting Policies - Common Stock Fair Value. The fair value of each stock option award iswas estimated on the grant date using the Black-Scholes option pricing model. The model used for this valuation/revaluation incorporates assumptions regarding inputs as follows:


Expected•Due to the lack of trading volume of the Company's common stock, expected volatility is a blend ofbased on the implied volatility of Dex Media common stock as of the grant date, thedebt-leveraged historical volatility of Dex Media common stock over its history, and the historical volatility of Dex Media'sCompany's peer companies;
Expected life is calculated based on the average life of the vesting term and the contractual life of each award; and
•The risk-free interest rate is determined using the U.S. Treasury zero-coupon issue with a remaining term equal to the expected life option;
•Expected life is calculated using the simplified method based on the average life of the option. vesting term and the contractual life of each award; and

•Due to the lack of historical turnover information relating to the option holder group, the Company has estimated a forfeiture rate of zero.
Weighted average
The following tables sets forth the weighted-average stock option fair values and assumptionsassumptions:
 Years Ended December 31,
202220212020
Weighted-average fair valueN/AN/A$6.97 
Dividend yieldN/AN/A— 
VolatilityN/AN/A52.06 %
Risk-free interest rateN/AN/A0.30 %
Expected life (in years)N/AN/A4.82

The following tables reflect changes in the Company's outstanding stock-based compensation awards for the years ended December 31, 20142022 and 2013 are disclosed in the following table.2021:
 2022
 Number of
Stock Option
Awards		Weighted-
Average
Exercise Price		Weighted-
Average
Remaining
Contractual
Term (years)		Aggregate
Intrinsic Value (in thousands)
Outstanding stock option awards at January 13,733,814 $11.59 7.52$110,298 
Granted— — —— 
Exercises (issuance of shares)(173,709)10.87 6.222,908 
Forfeitures/expirations(26,598)11.99 7.44365 
Outstanding stock option awards as of December 313,533,507 $11.62 6.52$26,070 
 
Options exercisable as of December 312,132,040 $10.65 6.07$17,797 
 Year Ended December 31,
 20142013
Weighted average fair value$4.49$5.63
Dividend yield——
Volatility55.67%55.95%
Risk-free interest rate1.82%2.23%
Expected life (in years)6.526.25

Changes in the Company's outstanding stock option awards were as follows for the year ended December 31, 2014.
  
Number of
Stock Option
Awards
 
Weighted-
Average
Exercise Price
 
Weighted-
Average
Remaining
Contractual
Term (years)
 Aggregate Intrinsic Value
Outstanding stock option awards at January 1, 2014 442,133
 $10.15
 9.64 $5,422
Granted 521,249
 $8.42  10.00 —
Exercises (1,248) $6.30  7.25 —
Forfeitures/expirations (52,335) $10.07  8.62 —
Outstanding stock option awards at December 31, 2014 909,799
 $9.17
 9.31 $408,757
Stock-Based Compensation Expense
The following table sets forth stock-based compensation expense recognized for the years ended December 31, 2014, 2013 and 2012. These costs were recorded as part of general and administrative expense on the Company's consolidated statements of comprehensive income (loss). During the three months ended June 30, 2013, as a result of merger related stock transactions,

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the Company accelerated $2 million of expense related to these awards (included as part of merger transaction costs) and is reflected in the amount shown below.
 Years Ended December 31,
 201420132012
 (in millions)
Stock-based compensation expense$4
$4
$5

As a result of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results, including stock-based compensation expense, of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.
As of December 31, 2014,2022, the unrecognized stock-based compensation expense related to the unvested portion of the Company's restricted stock and stock option awardsoptions was approximately $4 $2.2 million and is expected to be recognized over a weighted-average period of approximately 2.30.7 years.
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 2021
 Number of
Stock Option
Awards		Weighted-
Average
Exercise Price		Weighted-
Average
Remaining
Contractual
Term (years)		Aggregate
Intrinsic Value (in thousands)
Outstanding stock option awards at January 14,278,160 $11.20 8.36$9,855 
Granted— — — — 
Exercises (issuance of shares)(446,344)7.69 5.918,459 
Forfeitures/expirations(98,002)13.01 8.522,078 
Outstanding stock option awards at December 313,733,814 $11.59 7.52$110,298 
Options exercisable as of December 311,293,492 $8.61 6.78$42,060 

As of December 31, 2021, the unrecognized stock-based compensation expense related to the unvested portion of the Company's stock options was $8.5 million and is expected to be recognized over a weighted-average period of 1.6 years.


Proceeds from Exercises of Stock Options

Cash Long-Term Incentive Planproceeds received from exercises of stock options during the years ended December 31, 2022, 2021 and 2020 were $2.8 million, $7.0 million and $11.2 million, respectively. The associated tax benefit from options exercised were $0.7 million, $1.9 million and $1.7 million for the years ended December 31, 2022, 2021 and 2020.

Restricted Stock Units

On May 3, 2022, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved a form of award agreement (the “RSU Award Agreement”) for grants of RSUs to the Company’s named executive officers under 2020 Plan. Additionally, on June 17, 2022, the Compensation Committee approved a form of award agreement for grants of RSUs to the Company’s non-employee directors (the “Non-Employee Director RSU Award Agreement”) under the 2020 Plan. Pursuant to the RSU Award Agreement and the Non-Employee Director RSU Award Agreement, each RSU entitles the recipient to one share of the Company’s common stock, subject to time-based vesting conditions set forth in individual agreements.

The Dex Media, Inc. 2013-2015 Cash Long-Term Incentive Plan provides to designated eligible employees the opportunity to earn an incentive cash paymentfair value of each RSU grant is determined based upon the market closing price of the Company’s common stock on the date of grant. The RSUs vest over the requisite service period, which ranges between eight months and three years from the date of grant, subject to the continued employment of the employees and services of the non-employee board members.

As of December 31, 2022, the unrecognized stock-based compensation expense related to the unvested portion of the Company's RSU awards was $9.9 million and is expected to be recognized over a weighted average period of 1.9 years. As of December 31, 2022, there were 517,135 RSUs expected to vest with a weighted average grant-date fair value of $25.93 per unit.

Performance-Based Restricted Stock Units

On May 3, 2022, the Compensation Committee approved a form of award agreement (the “PSU Award Agreement”) for grants of PSUs, under the Company’s 2020 Plan. Pursuant to the PSU Award Agreement, each PSU entitles the recipient to one share of the Company’s common stock, subject to performance-based vesting conditions set forth in individual agreements.

The PSUs will vest, if at all, following the achievement of certain performance measures over a three year performance period, relative to certain performance and market conditions. Grant date fair value of PSUs, that vest relative to a performance condition, is measured based upon the market closing price of the Company’s common stock on the date of grant and expensed on a straight-line basis when it becomes probable that the performance goals established for eachconditions will be satisfied, net of forfeitures, over the service period of the measurement periods. These awards, are classified as liabilitywhich is generally the vesting term of three years. Grant date fair value of PSUs, that vest relative to a market condition, is measured using a Monte Carlo simulation model and expensed on a straight-line basis, net of forfeitures, over the service period of the awards, based onwhich is generally the criteria establishedvesting term of three years.

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As of December 31, 2022, the unrecognized stock-based compensation expense related to the unvested portion of the Company's PSU awards was $9.5 million and is expected to be recognized over a weighted average period of 2 years. As of December 31, 2022, there were 473,371 PSUs expected to vest with a weighted average grant-date fair value of $26.76 per unit.

The following tables sets forth the weighted-average PSUs, with market conditions, fair values and assumptions:

Year Ended December 31, 2022
Weighted-average fair value$27.21 
Dividend yield— 
Volatility77.12 %
Risk-free interest rate2.87 %
Expected life (in years)2.66

Employee Stock Purchase Plan

The ESPP was approved by the applicable accounting rules. Company's Board of Directors on September 10, 2020 and became effective on September 23, 2020. Under the ESPP, eligible employees may purchase a limited number of shares of our common stock at the lesser of 85% of the market value at the beginning of the offering period or 85% of the market value at the end of the offering period. The ESPP is intended to enable eligible employees to use payroll deductions to purchase shares of stock in offerings under the plan, and thereby acquire an interest in the Company. The maximum aggregate number of shares of stock available for purchase under the plan by eligible employees is 2,000,000 shares. A total of 157,250 shares were issued on June 30, 2022, and 114,945 shares were issued on December 31, 2022, for a total of 272,195 shares issued through the ESPP during the year ended December 31, 2022. A total of 149,865 shares were issued on June 30, 2021, and 73,627 shares were issued on December 31, 2021, for a total of 223,492 shares issued through the ESPP during the year ended December 31, 2021.

Stock Warrants

As of December 31, 2022 and 2021, the Company had fully vested outstanding warrants of 9,427,343 and 9,432,064, respectively. As of December 31, 2022 and 2021, the holders of such warrants were entitled to purchase, in the aggregate, up to 5,237,413 shares and 5,240,035 shares, respectively, of common stock. The warrants can be exercised at a strike price of $24.39 per common share. The warrants were issued in 2016 upon the Company's emergence from its pre-packaged bankruptcy. These warrants expire on August 15, 2023.

During the years ended December 31, 20142022 and 2013,2021, 4,721 and 1,027,777 warrants, respectively, were exercised. Cash proceeds from exercises of stock warrants during the years ended December 31, 2022 and 2021 were $0.1 million and $13.9 million, respectively, and are recorded in Proceeds from exercises of stock options and stock warrants in Cash flows from financing activities on the Company's consolidated statements of cash flows.

Private Placement

On August 25, 2020, the Company recorded $5 million and $7 million, respectively, related to the Cash Long-Term Incentive Plan. There was no cash long-term incentive plan in 2012.

Value Creation Program
Effective October 14, 2014, the Company adopted the Value Creation Program (“VCP”). The VCP enables the Company to retain and award designated participating employees by providing an opportunity to receive long-term compensation based on the net value creation in the Company. The bonus pool under the VCP represents 7%completed a private placement of the total “Value Creation” under the program and is comprised of 700,000 award units. To the extent not all of the units are awarded by the end of the performance period, the unallocated units will be allocated to the participating executives in proportion to the number of units awarded each executive. As of December 31, 2014, participating executives had been granted 645,000 units.
Value Creation is measured as the net change over the performance period commencing October 14, 2014 and ending December 31, 2017 in the fair market value68,857 shares of the Company’s common stock at a price of $10.17 per share. The total invested capital, including equity securities, debt securities, and bank debt; plus cash dividends and cash payments (interest and principal) to debt, but reduced by anyreceived was $0.4 million, net value contributedof expenses. These shares were issued from external sources,Treasury stock. This resulted in a loss on the reissuance of Treasury stock of $0.8 million recorded as a reduction in Additional paid-in-capital.

Share Repurchases

On January 28, 2020, the Company repurchased 1,034,568 shares of its outstanding common stock from a single stockholder for a total purchase price of $12.6 million. On March 10, 2020, the Company repurchased 817,778 shares of its outstanding common stock for a total purchase price of $9.2 million. During June 2020, the Company repurchased 829,694 shares of its outstanding common stock for a total purchase price of $8.9 million. The shares acquired in each caseof these transactions were recorded as determined in the manner provided by the VCP. The VCP specifies that the fair market value of total invested capital at the beginning of the performance period (October 14, 2014) and the end of the performance period (December 31, 2017) is to be determined based on the average trading prices of equity securities, debt securities, and bank debt for the 20 days preceding each date. The fair market value of total invested capital at the beginning of the performance period was $2,290 million.Treasury stock upon repurchase.

105


Note 13     Earnings per Share

The fair valuefollowing tables set forth the calculation of the VCP was estimated using a Monte Carlo simulation. A Monte Carlo simulation is a type of option pricing model. The assumptions used in the Monte Carlo simulation, when estimating the fair value of the VCP, are summarized below. The expected volatility is based on the historical volatility of the Company's total invested capital over the period since the merger of the Company's predecessor companies, Dex Onebasic and SuperMedia.
 At October 14, 2014 At December 31, 2014
 ($ in millions)
Value Creation Program fair value$12
 $12
Expected volatility11.93% 11.70%
Remaining contractual term3.21 years
 3.00 years
Expected dividend yield0.00% 0.00%
Risk free rate0.87% 1.10%

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The fair value of the VCP will be estimated each reporting period. The Company recognizes the fair value of the VCP as compensation expense ratably over the remaining performance period. During the year ended December 31, 2014, the Company recorded $1 million of compensation expense related to these awards. As of December 31, 2014, the aggregate unamortized compensation expense was $11 million, which will be recognized over the remaining three years of the performance measurement period.

Note 12     Income Taxes

The components of the Company’s provision (benefit) for income taxesdiluted earnings per share for the years ended December 31, 2014, 20132022, 2021 and 2012 are shown in2020:
Years Ended December 31,
(in thousands, except share and per share amounts)202220212020
Basic net income per share:
Net income$54,348 $101,577 $149,221 
Weighted-average common shares outstanding during the period34,336,493 33,607,446 31,522,845 
Basic net income per share$1.58 $3.02 $4.73 
Years Ended December 31,
(in thousands, except share and per share amounts)202220212020
Diluted net income per share:
Net income$54,348 $101,577 $149,221 
Basic shares outstanding during the period34,336,493 33,607,446 31,522,845 
Plus: Common stock equivalents associated with stock option awards2,169,602 2,888,300 2,272,749 
Diluted shares outstanding36,506,095 36,495,746 33,795,594 
Diluted net income per share$1.49 $2.78 $4.42 
The computation of diluted shares outstanding excluded (i) 97,223 and 2,848,000 of outstanding stock option awards for the table below.years ended December 31, 2021 and 2020, respectively, (ii) 27,827 and 15,151 of ESPP shares for the years ended December 31, 2022 and 2021, respectively, (iii) 2,618,707, 2,614,664 and 10,459,111 of outstanding stock warrants for the years ended December 31, 2022, 2021 and 2020, respectively, (iv) 254,780 outstanding RSUs for the year ended December 31, 2022 and (v) 272,189 PSUs for the year ended December 31, 2022, as their effect would have been anti-dilutive.

 Years Ended December 31,
 201420132012
Current(in millions)
Federal$3
$(22)$(5)
State and local(1)(3)5
 2
(25)—
Deferred   
Federal14
(319)4
State and local(3)(32)2
 11
(351)6
Total provision (benefit) for income taxes$13
$(376)$6

Note 14     Income Taxes
The following table showssets forth the components of the Company's income before income tax (expense) benefit:
 Years Ended December 31,
(in thousands)202220212020
United States$68,706 $168,965 $41,238 
Foreign30,269 (34,651)— 
Total income before income tax (expense) benefit$98,975 $134,314 $41,238 

The following table sets forth the components of the Company's income tax (expense) benefit:
 Years Ended December 31,
(in thousands)202220212020
Current tax (expense):
Federal$(42,065)$(31,690)$(30,277)
State and local(6,579)(5,852)(7,213)
Foreign(11,096)(14,494)— 
Total current tax (expense)(59,740)(52,036)(37,490)
Deferred tax (expense) benefit:
Federal9,096 (4,378)101,613 
State and local(3,439)2,560 43,860 
Foreign9,456 21,117 — 
Total deferred tax benefit15,113 19,299 145,473 
Total income tax (expense) benefit$(44,627)$(32,737)$107,983 
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The following table sets forth the principal reasons for the differences between the effective income tax rate and the statutory federal income tax rate for the years ended December 31, 2014, 2013 and 2012.Company:
 Years Ended December 31,
 202220212020
Statutory federal tax rate21.0 %21.0 %21.0 %
Foreign rate differential0.1 %(3.6)%— %
State and local taxes, net of federal tax benefit9.1 %4.3 %7.4 %
Change in value of indemnification asset(0.4)%— %2.8 %
Non-deductible executive compensation1.8 %1.0 %3.5 %
Stock compensation— %(0.5)%4.4 %
Non-deductible transaction costs0.1 %4.2 %4.9 %
Change in federal and state valuation allowance(0.7)%(2.3)%(256.0)%
Change in unrecognized tax benefits (including FBOS)1.9 %(1.4)%(48.7)%
Bargain purchase gain(2.2)%— %— %
Non-deductible goodwill impairment21.6 %— %— %
Federal research and development credit(1.4)%— %— %
Other, net(5.8)%1.7 %(1.2)%
Effective tax rate45.1 %24.4 %(261.9)%

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 Years Ended December 31,
 201420132012
Statutory federal tax rate35.0 %35.0 %35.0 %
State and local taxes, net of federal tax benefit2.8
2.2
4.3
Non-deductible interest expenses(1.4)(0.4)11.8
Non-deductible goodwill impairment charge—
(2.2)—
Tax attribution reduction—
(0.1)(4.3)
Subsidiary basis adjustment0.8
1.3
19.1
Change in valuation allowance(34.9)(5.9)(63.8)
Change in unrecognized tax benefits2.2
2.4
—
Change in state tax laws and deferred items(7.3)(0.2)4.3
Other, net(0.8)(0.6)6.4
Effective tax rate(3.6)%31.5 %12.8 %


The effective tax rate for 2014 is primarily impacted by the increase in recorded valuation allowances, changes in estimates for state taxes, changes in state tax laws and apportionment, and the lapsing of various uncertain tax positions due to expiration of the statute of limitations in federal and various state jurisdictions.

The effective tax rate for 2013 is primarily impacted by the increase in recorded valuation allowances, the non-deductible component of the goodwill impairment charge and the lapsing of various uncertain tax positions due to expiration of the statute of limitations in federal and various state jurisdictions.

The effective tax rate for 2012 is primarily impacted by changes in recorded valuation allowances, changes in certain deferred tax liabilities associated with subsidiary basis adjustments, the impact of a non-deductible component of interest expense related to our debt obligations, and the impact of state income taxes.

Deferred Taxes

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Deferred taxes arise because of differences in the book and tax basis of certain assets and liabilities. A valuation allowance is recognized to reduce gross deferred tax assets to the amount that will more likely than not be realized. Significant

The following table sets forth the significant components of the Company's deferred income tax assets and liabilities as ofliabilities:
 Years Ended December 31,
(in thousands)20222021
Deferred tax assets
Allowance for doubtful accounts$4,453 $5,099 
Deferred and other compensation16,638 13,956 
Capital investments3,809 3,795 
Fixed assets and capitalized software4,552 — 
Debt, capitalized fees, and other interest— 329 
Pension and other post-employment benefits20,063 37,569 
Operating lease liability6,176 9,726 
Reserve for facility exit costs5,039 5,070 
Net operating loss and credit carryforwards (1)
28,069 26,522 
Non-compete and other agreements44,210 40,335 
Goodwill and other intangible assets17,033 — 
Other, net10,077 6,435 
Total deferred tax assets$160,119 $148,836 
Valuation allowance(21,109)(21,338)
Net deferred tax assets$139,010 $127,498 
Deferred tax liabilities
Deferred revenue$— $(21,033)
Goodwill and other intangible assets(8,694)(6,764)
Deferred costs(1,923)(2,254)
Investment in subsidiaries(4,809)(4,828)
Operating lease right-of-use assets(6,270)(7,572)
Debt, capitalized fees, and other interest(24)— 
Fixed assets and capitalized software(961)(2,466)
Other, net(2,983)(2,814)
Total deferred tax (liabilities)$(25,664)$(47,731)
Net deferred tax asset$113,346 $79,767 

(1)    For the year ended December 31, 2014 and 2013 are shown in2022 the following table.

 At December 31,
 20142013
 (in millions)
Deferred tax assets  
Deferred revenue$—
$4
Allowance for doubtful accounts6
7
Deferred and other compensation17
13
Capital investments6
6
Debt, capitalized fees, and other interest104
148
Pension and other post-employment benefits31
34
Restructuring reserve15
—
Net operating loss and credit carryforwards332
341
Other, net16
21
Total deferred tax assets527
574
Valuation allowance(353)(208)
Net deferred tax assets$174
$366
Deferred tax liabilities  
Fixed assets and capitalized software$(13)$(33)
Goodwill and intangible assets(137)(285)
Deferred directory costs(30)(35)
Investment in subsidiaries(8)(10)
Gain on debt retirement(16)(22)
Total deferred tax liabilities$(204)$(385)
Net deferred tax liability$(30)$(19)

Company had gross federal net operating loss carryforwards of $25.3 million, subject to an annual Section 382 limitation of $0.4 million. The decrease in total deferred tax assets was primarily associated with reductions to debt, capitalized fees, and other interest attributable to tax amortization deductions and the utilization and expiration ofCompany also had net operating loss and credit carryforwards. These decreases were offset bycarryforward deferred tax assets of $22.8 million and $26.5 million for the establishmentyears ended December 31, 2022 and 2021, respectively, for state income tax purposes, which will begin to expire in 2023. Additionally, $0.8 million of athe state net operating loss carryforward deferred tax asset balance is subject to a Section 382 limitation.

The Company establishes a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In evaluating the ability to realize deferred tax assets, the Company considers all available positive and negative evidence, in determining whether, based on the weight of that evidence, a valuation allowance is needed for some or all of the Company's deferred tax assets. In determining the need for a valuation allowance on the Company's deferred tax assets, the Company places greater weight on recent and objectively verifiable current information. The Company has considered taxable income in prior carryback years, future reversals of existing taxable temporary differences, tax planning strategies, and future taxable income in assessing the need for the restructuring reservevaluation allowance. If the Company was to determine that was establishedit would be able to realize the deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.
108



As of December 31, 2022, management has determined that it is more likely than not that its deferred taxes will be realized, with the Company's business transformation program.

After assessingexception of certain indefinite lived deferred tax assets and certain state net operating loss carryforwards of $21.1 million. For the totalyear ended December 31, 2022, the Company recorded a net valuation allowance decrease of $0.2 million on the basis of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized, the Company established a valuation allowance of $353 million and $208 million for the years ended December 31, 2014 and 2013, respectively. realized.

Valuation Allowance

The valuation allowance represents the extent to which deferred tax assets are not supported by future reversals of existing deferred tax liabilities. The increasefollowing table sets forth changes in the Company’s valuation allowance was primarily offset by the reduction in deferred tax liabilities, which decreased due to nondeductible amortization of intangible assets.allowance:


At December 31, 2014, the Company had pre-tax net operating loss carryforwards of $732 million for federal income tax purposes and $1,798 million for state income tax purposes, which will begin to expire in 2029 and 2015, respectively.
(in thousands)20222021
Balance at beginning of period$21,338 $24,307 
Net change in valuation allowance(229)(2,969)
Balance at end of period$21,109 $21,338 


Unrecognized Tax Benefits

The Company files its incomerecords unrecognized tax returnsbenefits for the estimated risk associated with federaltax positions taken on tax returns.

The Company is subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions withinin which the Company is subject to potential examination include the United States. TaxStates and Australia. Generally, tax years 20112019 through 20132021 are subject to examination by the Internal Revenue Service.Service and tax years 2018 through 2021 are subject to examination by the Australian Tax Authority. State tax returns are open for examination for an average of three years; however, certain jurisdictions remain open to examination longer than three years due to the existence of net operating loss carryforwards. The Company received IRS FPAA notification letters (Form 1830-C) dated August 29, 2018 for IRS adjustments related to the tax years 2012-2015, for which the Company has previously adequately reserved. See Note 15, Contingent Liabilities. The Company is also currently under California Franchise Tax Board tax examination for tax years 2013 and 2014, Colorado state tax examination for tax years 2017 through 2020, Maine state tax examination for tax years 2018 through 2020, and New York state tax examination for tax years 2019 through 2021. The Company does not have any other significant federal, state or local examinations in process.

Unrecognized Tax Benefits


F-42


The Company records unrecognized tax benefits for the estimated risk associated with tax positions taken on tax returns.


The following table showsreflects changes to and balances of the Company's unrecognized tax benefits for the years ended December 31, 2014 and 2013.benefits:

Years Ended December 31,
20142013
(in millions)
(in thousands)(in thousands)202220212020
Balance at beginning of period$19
$6
Balance at beginning of period$20,834 $23,703 $48,305 
Gross additions for tax positions related to SuperMedia acquisition—
45
Gross additions for tax positions related to the current year—
1
Gross additions for tax positions related to the current year423 — — 
Gross additions for tax positions related to prior years3
—
Gross additions for tax positions related to prior years332 — (22,186)
Gross reductions for tax positions related to the lapse of applicable statute of limitations(11)(33)Gross reductions for tax positions related to the lapse of applicable statute of limitations(146)(2,869)(2,416)
Settlements—
—
Balance at end of period$11
$19
Balance at end of period$21,443 $20,834 $23,703 


For the year ended December 31, 2014,2022, the Company's unrecognized tax benefits decreased $8 million. This decrease was primarily due to the expiration in the statute of limitations in various jurisdictions of ($11)benefit increased by $0.6 million, most of which related to federal tax issues offset by additional unrecognized tax benefits of $3 million associated with various state tax positions.

Forwhile for the year ended December 31, 2013,2021, the Company's unrecognized tax benefits increased $13benefit decreased by $2.9 million, and for the year ended December 31, 2020, the Company's unrecognized tax benefit decreased by $24.6 million. The increase for the year ended December 31, 2022 was primarily drivenattributable to tax positions related to research and development credits claimed for tax years 2021 and 2022 offset by the recording of $46 million of additional unrecognizedreduction for tax benefits, of which $45 millionpositions related to the acquisitionlapse of SuperMedia, associated with various federal and state issues. The increase was offset by the expiration in theapplicable statute of limitations in various jurisdictions of ($33) million, most of whichlimitations. The decrease for the year ended December 31, 2021 was primarily attributable to the reduction for tax positions related to the lapse of applicable statute of limitations. The decrease for the year ended December 31, 2020 was primarily attributable to a partial release of uncertain tax positions due to favorable developments with ongoing U.S. federal tax issues.

examinations.
For the years ended December 31, 20142022, 2021 and 2013,2020, the Company had $10$21.4 million, $20.8 million, and $12$23.7 million, respectively, of unrecognized tax benefits, excluding interest and penalties, that if recognized, would impact the effective tax rate. The Company recorded adjustments to interest and penalties related to unrecognized tax benefits as part of the provision expense/(benefit) for income taxes onin the Company’sCompany's consolidated statements of operations and comprehensive income (loss). Duringof $2.1 million, $1.2 million, and $(2.3) million for the tax years ended December 31, 2014, 20132022, 2021 and 2012, the Company recognized less than ($1) million, ($3) million and less than $1 million in tax provision (benefit) associated with interest, respectively, on the Company’s consolidated statements of comprehensive income (loss). 2020, respectively.
109


Unrecognized tax benefits include $1$11.7 million, $9.6 million, and $8.4 million of accrued interest as of December 31, 20142022, 2021, and 2013.2020, respectively.

It is reasonably possible that up to $3the $21.4 million of unrecognized tax benefitsbenefit liability presented above for the year ended December 31, 2022, could decrease by $20.7 million within the next twelve months, due to an anticipated settlement with the tax authorities and the expiration of the statute of limitations in variouscertain jurisdictions.


Deferred Income Tax Asset Valuation AllowanceInflation Reduction Act of 2022

 Years Ended December 31,
 201420132012
 (in millions)
Balance at beginning of period$208
133
$157
Net additions charged to revenue and expense125
75
(24)
Net charges to other balance sheet accounts20
—
—
Balance at end of period$353
$208
$133
On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law and is effective for taxable years beginning after December 31, 2022. The IRA introduces a 15% alternative minimum tax based on the financial statement income of certain large corporations and imposes a 1% excise tax on share repurchases, effective for tax years beginning after December 31, 2022. We do not expect the Inflation Reduction Act to have a material impact on our financial results in future periods.


Note 13     Contingencies15     Contingent Liabilities


Litigation


The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates.



F-43

The Company establishes reserves for the estimated losses on specific contingent liabilities for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, losses are considered probable, but the Company is not able to make a reasonable estimate of the liability because of the uncertainties related to the outcome or the amount or range of potential loss. For these matters, disclosure is made, but no amount is reserved. The Company does not expect that the ultimate resolution of pending regulatory and legal matters in future periods including the matters described below will have a material adverse effect on itsthe Company's consolidated statements of operations and comprehensive (loss).income, balance sheets or cash flows.


On April 20, 2009, a lawsuit was filed in the district court of Tarrant County, Texas, against certain officersSection 199 and directors of SuperMedia (but not against SuperMedia or its subsidiaries) on behalf of Jack B. Corwin as Trustee of The Jack B. Corwin Revocable Trust,Research and Charitable Remainder Stewardship Company of Nevada, and as TrusteeDevelopment Tax Case

Section 199 of the Jack B. Corwin 2006 Charitable Remainder UnitrustInternal Revenue Code of 1986, as amended (the "Corwin" case). The Corwin case generally alleges that at various times in 2008 and 2009, the named SuperMedia officers and directors made false and misleading representations, or failed to state material facts, which made their statements misleading regarding SuperMedia's financial performance and condition. The suit brings fraud and negligent misrepresentation claims and alleges violations of the Texas Securities Act and Section 27 of the Texas Business Commerce Code. The plaintiffs seek unspecified compensatory damages, exemplary damages, and reimbursement“Tax Code”) provides for litigation expenses. On June 3, 2009, the plaintiffs filed an amended complaint with the same allegations adding two additional SuperMedia directors as party defendants. On June 10, 2010, the court in the Buettgen case (a separate case involving SuperMedia, now settled) granted SuperMedia's motion staying discovery in the Corwin case pursuant to the provisions of the Private Securities Litigation Reform Act. After plaintiffs replaced their counsel, the plaintiffs filed several amendments to the complaint. All the SuperMedia defendants refiled motionsdeductions for summary judgment claiming that there is no evidence of any wrongdoing elicited during the discovery phase and that the plaintiffs lack standing. Those motions were denied. After a four week jury trial, the jury returned a unanimous defense verdict. A final take nothing judgment in favor of all the defendants was entered on December 19, 2014, and no appeal was filed.

On November 25, 2009, three retirees brought a putative class action lawsuitmanufacturing performed in the U.S. District CourtThe Internal Revenue Service (“IRS”) has taken the position that directory providers are not entitled to take advantage of the deductions because printing vendors are already taking deductions and only one taxpayer can claim the deduction. The Tax Code also grants tax credits related to research and development expenditures. The IRS also takes the position that the expenditures have not been sufficiently documented to be eligible for the Northern Districttax credit. The Company disagrees with these positions.

The IRS has challenged the Company's positions. With respect to the tax years 2012 through June 2015 for the YP LLC partnership, the IRS sent 90-day notices to DexYP on August 29, 2018. In response, the Company filed three petitions (in the names of Texas, Dallas Division, against both the employee benefits committee and pension plans of Verizonvarious related partners) in U.S. Tax Court, and the employee benefits committee ("EBC")IRS filed answers to those petitions. The three cases were consolidated by the court and pension plans of SuperMedia.  All three named plaintiffs are receivingwere referred back to IRS Administrative Appeals for settlement negotiations, during which time the single life monthly annuity pension benefits. All complain that Verizon transferred them against their will fromlitigation was suspended. The appeals conference for YP occurred on May 9, 2022. The Company is working with the Verizon pension plansAppeals Officer to SuperMedia pension plans at or near the SuperMedia's spin-off from Verizon.  The complaint alleges that both the Verizon and SuperMedia defendants failed to provide requested plan documents, which would entitle the plaintiffs to statutory penalties under the Employee Retirement Income Securities Act ("ERISA"); that both the Verizon and SuperMedia defendants breached their fiduciary duty for refusal to disclose pension plan information; and other class action counts aimed solely at the Verizon defendants. The plaintiffs seek class action status, statutory penalties, damages and a reversalschedule settlement negotiations. In advance of the employee transfers.  The SuperMedia defendants filed their motion to dismissIRS Appeals conference, the entire complaint on March 10, 2010. On October 18, 2010,parties reached an agreement regarding additional research and development tax credits for the court ruledtax years at issue whereby the IRS will allow more tax credits than were originally claimed on the pending motion dismissing all the claims against the SuperMedia pension plans and all of the claims against SuperMedia's EBC relatingtax returns. With respect to the production of documentstax year from July to December 2015 for the Print Media LLC partnership, the Company was recently unsuccessful in its attempt to negotiate a settlement with IRS Appeals, and statutory penalties for failure to produce same. The only claims that remained against SuperMedia were procedural ERISA claims against SuperMedia's EBC. On November 1, 2010, SuperMedia's EBC filed its answerthe IRS issued a 90-day notice to the complaint. On November 4, 2010, SuperMedia's EBC filed a motion to dismiss one of the two remaining procedural ERISA claims against the EBC. Pursuant to an agreed order, the plaintiffs obtained class certification against the Verizon defendants. After obtaining permission from the court, the plaintiffs filed another amendment to the complaint, alleging a new count against SuperMedia's EBC. SuperMedia's EBC filed another motion to dismiss the amended complaint and filed a summary judgment motion before the deadline set by the scheduling order. On March 26, 2012, the court denied SuperMedia's EBC's motion to dismiss. On September 16, 2013, the court granted the defendants’ summary judgments, denied the plaintiffs’ summary judgment, and entered a take nothing judgment in favor of the SuperMedia EBC. Plaintiffs filed an appeal to the 5th U.S. Circuit Court of Appeals.Company. The briefing is complete and oral argument was held on September 4, 2014. On October 14, 2014, the 5th Circuit Court of Appeals affirmed the decision of the trial court. PlaintiffsCompany filed a petition for a writ of certiorari to the U.S. Supreme Court on February 17, 2015. The Company plans to honor its indemnification obligations and vigorously defend the lawsuit on the defendants' behalf.

On December 10, 2009, a former employee with a history of litigation against SuperMedia, filed a putative class action lawsuit in the U.S. DistrictTax Court to challenge the IRS denial.

As of December 31, 2022 and December 31, 2021, the Company has reserved $34.0 million and $31.9 million, respectively, in connection with the Section 199 disallowance and less than $0.1 million related to the research and development tax credit disallowance. Pursuant to the YP Acquisition agreement, the Company is entitled to (i) a dollar-for-dollar indemnification for the Northern Districtresearch and development tax liability, and (ii) a dollar-for-dollar indemnification for the Section 199 tax liability after the Company pays the first $8.0 million in liability. The indemnification asset, however, is subject to a provision in the YP Acquisition agreement that limits the seller’s liability. The balance of Texas, Dallas Division, against certain of SuperMedia's currentthe indemnification asset is $26.5 million and former officers, directors$24.3 million at December 31, 2022 and members of SuperMedia's EBC. The complaint attempts to recover alleged lossesDecember 31, 2021, respectively.
110



On February 3, 2023, the Appeals Officer proposed a settlement with respect to the various savings plans that were allegedly caused by the breach of fiduciary duties in violation of ERISA by the defendants in administrating the plans from November 17, 2006 to March 31, 2009. The complaint alleges that: (i) the defendants wrongfully allowed all the plans to invest in Idearc common stock, (ii) the defendants made material misrepresentations regarding SuperMedia's financial performance and condition, (iii) the defendants had divided loyalties, (iv) the defendants mismanaged the plan assets, and (v) certain defendants breached their duty to monitor and inform the EBC of required disclosures. The plaintiffs are seeking unspecified compensatory damages and reimbursement for litigation expenses. At this time, a class has not been certified. The plaintiffs filed a consolidated complaint. SuperMedia filed a motion to dismiss the

F-44

entire complaint ontax years 2012 through June 22, 2010. On March 16, 2011, the court granted the SuperMedia defendants' motion to dismiss the entire complaint; however, the plaintiffs have repleaded their complaint. SuperMedia's defendants filed another motion to dismiss the new complaint. On March 15, 2012, the court granted the SuperMedia defendants' second motion dismissing the case with prejudice. The plaintiffs appealed the dismissal. On July 9, 2013, the 5th U.S. Circuit Court of Appeals issued a decision affirming the dismissal of the trial court. On July 23, 2013, plaintiffs filed a Petition to the 5th U.S. Circuit Court of Appeals for a rehearing en banc which has been denied. The plaintiffs filed a Petition for Writ of Certiorari to the United States Supreme Court. After the Supreme Court’s decision in Fifth Third Bancorp v. Dudenhoeffer, the court granted plaintiffs’ writ, vacated the 5th U.S. Circuit Court of Appeals opinion and remanded the case to the 5th U.S. Circuit Court of Appeals to rule in conformity with the Fifth Third opinion. Subsequently, the case has been remanded to the trial court. On February 17, 2015 the plaintiffs filed their second amended complaint with the same basic allegations as the first complaint. The Company plans to honor its indemnification obligations and vigorously defend the lawsuit on the defendants' behalf.

On July 1, 2011, several former employees filed a Fair Labor Standards Act ("FLSA") collective action against SuperMedia, all its subsidiaries, the current chief executive officer and the former chief executive officer in the U.S. District Court, Northern District of Texas, Dallas Division. The complaint alleges that SuperMedia improperly calculated the rate of pay when it paid overtime to its hourly sales employees. On July 29, 2011, SuperMedia filed a motion to dismiss the complaint. In response, the plaintiffs amended their complaint to allege that the individual defendants had "off-the-clock" claims for unpaid overtime. Subsequently, SuperMedia amended its motion to dismiss in light of the new allegations. On October 25, 2011, the Plaintiffs filed a motion to conditionally certify a collective action and to issue notice. On March 29, 2012, the court denied the SuperMedia's motion to dismiss and granted the plaintiffs' motion to conditionally certify the class. SuperMedia's motion seeking permission to file an interlocutory appeal of the order was denied and a notice has been sent to SuperMedia's former and current employees. The time for opting into the class has expired. On February 24, 2014, SuperMedia filed a motion to decertify. The plaintiffs that failed to file their opt-ins on time have filed a companion case with the same allegations. In early August, 2014, terms of a tentative settlement were reached by the parties; the settlement has been approved by the court, distribution to the class has been made, and the matter has been dismissed with prejudice.

On March 29, 2013, a former unsecured note holder that was impacted by the bankruptcy of SuperMedia, in 2009, filed a notice and summons against Verizon Communications and the former chief financial officer ("CFO") of SuperMedia in the Supreme Court of the State of New York, New York County. The filing alleges that Verizon improperly formed SuperMedia prior to the spin-off by not having the requisite number of directors under Delaware law. The plaintiff alleges that since SuperMedia was improperly formed, the former CFO did not have the authority to execute the note on behalf of SuperMedia and accordingly both Verizon and the former CFO are liable for the unpaid principal and interest whenYP LLC partnership, which the notes were impacted by the bankruptcy. The Company plans to honor its indemnification obligation and vigorously defend the lawsuit on the defendant's behalf.

Note 14Quarterly Financial Information (Unaudited)

The following tables set forth the Company's quarterly results of operations for the years ended December 31, 2014 and 2013.informally accepted. As a result, the Company expects to release a portion of using the acquisition method of accounting to record the merger of Dex One and SuperMedia, the financial results of SuperMedia prior to April 30, 2013 have been excluded from our consolidated financial results.
 Quarter Ended
 March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014
 (in millions, except per share amounts)
Operating revenue$456
 $474
 $452
 $433
Operating income (loss)$7
 $5
 $25
 $(41)
Net (loss)$(82) $(85) $(59) $(145)
Comprehensive income (loss)$(80) $(83) $(54) $(205)
Basic and diluted earnings (loss) per share$(4.74) $(4.93) $(3.41) $(8.35)

Duringits unrecognized tax benefit reserve during the quarter ended March 31, 2014,2023.

Other

New York Sales, Excise, and Use Tax Audit

On August 19, 2020, the New York State Department of Taxation and Finance issued a notice to the Company recordedassigning a $13routine audit of the Company's sales, excise, and use tax account for the audit period covering March 1, 2017 through August 31, 2022. On September 30, 2022, the Company received the final Statement of Proposed Audit Changed for Sales and Use Tax for $0.5 million, creditincluding interest. The Company reversed the $3.2 million reserve existing on the Company's consolidated balance sheet as of June 30, 2022.

Ohio Use Tax Audit

In November 2021, the Company received a notice from the Ohio Department of Taxation Audit Division requesting to expense associated withschedule an audit of the settlementOhio use tax records for the period of plan amendments to its other post-employment benefits,October 1, 2015 through March 31, 2022. The Company has reserved $1.3 millionfor this period, which eliminatedis accrued on the Company’s obligation to provideconsolidated balance sheet as of December 31, 2022.

Note 16     Changes in Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss), which is reported as a subsidycomponent of stockholders' equity, for other post-employment benefits.the years ended December 31, 2022 and 2021.

(in thousands)Accumulated Foreign Currency Translation Adjustments
20222021
Beginning balance at January 1,$(8,047)$— 
Foreign currency translation adjustment, net of tax expense of $5.5 million and $2.7 million, respectively
(8,214)(8,047)
Ending balance at December 31,$(16,261)$(8,047)

Note 17     Segment Information

During the second quarter ended September 30, 2014,of 2022, the Company recordedstarted reflecting its Thryv International SaaS business as a $29 million credit to expense associated with plan amendments that reduced benefits associated withseparate reportable segment, as discussed in Note 1, Description of Business and Summary of Significant Accounting Policies. The Company manages its operations using four operating segments, which are also its reportable segments: (1) Thryv U.S. Marketing Services, (2) Thryv U.S. SaaS, (3) Thryv International Marketing Services, and (4) Thryv International SaaS. As of January 1, 2022, the Company's long-term disability plans.

F-45


During the quarter ended September 30, 2014, the Company recognized a gain on early extinguishment of debt of $2 million. For additional information related to gains on early extinguishment of debt, see Note 8.
During the quarter ended December 31, 2014, the Company recorded a severance charge associated with the business transformation program of $43 million, which included severance associated with our former President and Chief Executive Officer, our former Executive Vice President - Chief Financial Officerwho is also the chief operating decision maker (“CODM”), began including gross profit by segment in the Company's reporting to assess segment performance and Treasurer,allocate resources. As such, gross profit by segment has been added to the current and our former Executive Vice President - Operations of $10 million.comparative prior period.
 Quarter Ended
 March 31, 2013 June 30, 2013 September 30, 2013 December 31, 2013
 (in millions, except per share amounts)
Operating revenue$288
 $335
 $392
 $429
Operating income$19
 $(146) $(147) $(576)
Net income (loss)$(59) $(69) $(135) $(556)
Comprehensive income (loss)$(58) $(76) $(139) $(536)
Basic and diluted earnings (loss) per share$(5.84) $(4.58) $(7.85) $(32.29)


The quarter ended December 31, 2013 includes a non-cash impairment charge of $458 million associated withCompany does not allocate assets to its segments and the write down of goodwill of $74 millionCODM does not evaluate performance or allocate resources based on segment asset data, and, intangible assets of $384 million.therefore, such information is not presented.
During the quarter ended December 31, 2013, the Company recognized a gain on early extinguishment of debt of $9 million. For additional information related to gains on early extinguishment of debt, see Note 8.
111


The weighted average shares outstanding for periods prior to April 30, 2013 have been adjusted to reflectfollowing tables summarize the 1-for-5 reverse stock splitoperating results of Dex One common stock associated with the merger of Dex One and SuperMedia.

Note 15Dex Media, Inc.'s Parent Company Financial Statements

Company's reportable segments:
As provided for in our senior secured credit facilities, each
Year Ended December 31, 2022
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Revenue$820,032 $211,801 $166,010 $4,545 $1,202,388 
Segment Gross Profit539,543 130,272 108,496 2,071 780,382 
Segment Adjusted EBITDA271,629 (3,686)75,106 (9,707)333,342 
Year Ended December 31, 2021
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Revenue$797,493 $170,498 $144,837 $554 $1,113,382 
Segment Gross Profit539,866 104,944 60,761 (232)705,339 
Segment Adjusted EBITDA318,230 (14,004)53,150 (6,853)350,523 


Year Ended December 31, 2020
Thryv U.S.Thryv International
(in thousands)Marketing ServicesSaaSMarketing ServicesSaaSTotal
Revenue$979,611 $129,824 $— $— $1,109,435 
Segment Gross Profit610,479 59,214 — — 669,693 
Segment Adjusted EBITDA358,804 13,035 — — 371,839 
A reconciliation of the Company’s operating subsidiaries, with the exceptionIncome before income tax (expense) benefit to total Segment Adjusted EBITDA is as follows:
Years Ended December 31,
(in thousands)202220212020
Income before income tax (expense) benefit$98,975 $134,314 $41,238 
Impairment charges102,222 3,611 24,911 
Depreciation and amortization expense88,392 105,473 146,523 
Interest expense60,407 66,374 68,539 
Restructuring and integration expenses17,804 18,145 28,459 
Stock-based compensation expense (benefit)14,628 8,094 (2,895)
Transaction costs (1)
6,119 25,059 20,999 
Other components of net periodic pension (benefit) cost(44,612)(14,829)42,236 
Non-cash (gain) loss from remeasurement of indemnification asset(2,148)(1)5,443 
Other(8,445)4,283 (3,614)
Total Segment Adjusted EBITDA$333,342 $350,523 $371,839 
(1)Consists of SuperMedia, are to fund their share of Dex Media, Inc.'s Parent Company’s interest obligations associated with its senior subordinated notes. Each of our operating subsidiaries fund on a proportionate basis of those expenses paid by Dex Media, Inc.'s Parent Company to fund the daily operations of our operating subsidiaries. Except for certain limited situations, including those noted above, the senior secured credit facilities restrict the ability of the CompanyVivial Acquisition, Thryv Australia Acquisition and its subsidiaries to dividend assets to any third party and of our subsidiaries to pay dividends, loans or advances to Dex Media, Inc.'s Parent Company. For further information about our debt instruments, see Note 8.other transaction costs.
112
Condensed Parent Company Statements of Comprehensive Income (Loss)
 Years Ended December 31,
 201420132012
 (in millions)
Expenses$24
$22
$13
Partnership and equity (income) loss329
800
(47)
Operating income (loss)(353)(822)34
Interest expense, net34
32
34
Income (loss) before gains on early extinguishment of debt and provision (benefit) for income taxes(387)(854)—
Gains on early extinguishment of debt—
—
71
Income (loss) before provision (benefit) for income taxes(387)(854)71
Provision (benefit) for income taxes(16)(35)30
Net income (loss)(371)(819)41
Other comprehensive income (loss)(51)10
(16)
Comprehensive income (loss)$(422)$(809)$25


F-46



Condensed Parent Company Balance Sheets
 At December 31,
 20142013
 (in millions)
Assets  
Current Assets  
Cash and cash equivalents$3
$3
     Accrued tax receivable34
17
Deferred tax assets3
1
Total current assets40
21
Deferred tax assets1
—
Total Assets$41
$21
   
Liabilities and Shareholders’ (Deficit)  
Current Liabilities  
Affiliates payable, net$50
$15
Accounts payable and accrued liabilities7
2
Accrued interest9
8
Total current liabilities66
25
Long-term debt252
236
Unrecognized tax benefits2
—
Investment in subsidiaries843
463
Total shareholders' (deficit)(1,122)(703)
Total Liabilities and Shareholders' (Deficit)$41
$21
The following table sets forth the Company's disaggregation of Revenuebased on services for the periods indicated:

Years Ended December 31,
(in thousands)202220212020
Thryv U.S.
Print$386,500 $365,966 $443,315 
Digital433,532 431,527 536,296 
Total Marketing Services820,032 797,493 979,611 
SaaS211,801 170,498 129,824 
Total Thryv U.S.$1,031,833 $967,991 $1,109,435 
Thryv International
Print$73,474 $46,859 $— 
Digital92,536 97,978 — 
Total Marketing Services166,010 144,837 — 
SaaS4,545 554 — 
Total Thryv International170,555 145,391 — 
Total Revenue$1,202,388 $1,113,382 $1,109,435 


The following table sets forth the Company's total long-lived assets by geographical region:
(in thousands)December 31, 2022December 31, 2021
United States$185,747 $149,878 
Australia (Do we need to add Canada, DR, or immaterial?)
9,875 25,516 
Total long-lived assets$195,622 $175,394 
Percentage of long-lived assets held outside of the United States5 %15 %





113


Condensed Parent Company Statements of Cash Flows
 Years Ended December 31,
 201420132012
 (in millions)
Cash flows from operating activities$—
$—
$2
Cash flow from investing activities   
Additions to fixed assets and capitalized software—
—
—
Contributions to subsidiaries—
—
—
Intercompany loan—
—
—
Net cash (used) in investing activities—
—
—
Cash flow from financing activities   
Debt repayments—
—
(27)
Net cash (used) in financing activities—
—
(27)
    
Increase (decrease) in cash and cash equivalents—
—
(25)
Cash and cash equivalents, beginning of year3
3
28
Cash and cash equivalents, end of year$3
$3
$3



F-47



ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Item 9.     Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There have been no disagreements with the Company’s principal independent registered public accounting firm for the two year period ended December 31, 2014.None.


ITEM 9A.CONTROLS AND PROCEDURES.

Item 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures


Under the supervision andOur management, with the participation of our management, including our chiefprincipal executive officer and chiefprincipal financial officer, we have evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this report.

Our disclosure controls and procedures are intended to provide reasonable assurance that information we are required to disclose in reports that are filed or submitted under theSecurities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms specified by the Securities of 1934, as amended (the “Exchange Commission andAct”). Based on that information that we are required to disclose inevaluation, our Securities and Exchange Commission reports is accumulated and communicated to our management, including our chiefprincipal executive officer and chiefprincipal financial officer as appropriate to allow timely decisions regarding required disclosure.

Based on management’s evaluation, including our chief executive officer and chief financial officer, we have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this report because of a material weakness in our internal controls over financial reporting as described below.December 31, 2022.


Changes inManagement's Report on Internal Control Over Financial Reporting


ThereManagement is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate over time.

Management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on its assessment and those criteria, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2022.

We are in the process of integrating Vivial Media Holdings, Inc. ("Vivial") that we acquired on January 21, 2022. Management’s assessment and conclusion on the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2022 excludes an assessment of the internal control over financial reporting related to the Vivial Acquisition. The Vivial Acquisition represented 2% of our consolidated total assets at December 31, 2022, and 7% of our consolidated revenue included in our consolidated financial statements for the year ended December 31, 2022.

Grant Thornton LLP, the independent registered public accounting firm that audited the Company's consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company's internal control over financial reporting, which is included herein.

Changes in Internal Control over Financial Reporting

We have not been anycompleted one acquisition in the 12 months ended December 31, 2022. As part of our ongoing integration activities, we continue to implement our controls and procedures over the business we acquired to reflect the risks inherent in our acquisition. Throughout the integration process, we monitor these efforts and take corrective action as needed to reinforce the application of our controls and procedures. Other than the foregoing, there were no changes in our internal control over financial reporting (as definedidentified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) promulgated under13a-15(d) or 15d-15(d) of the Exchange Act)Act during the period covered by this reportyear ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Management’s Annual Report
114


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Thryv Holdings, Inc.

Opinion on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under
We have audited the Exchange Act). Our internal control over financial reporting is a process designed under the supervision of our chief executive officerThryv Holdings, Inc. (a Delaware corporation) and our chief financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles.

All internal controls, no matter how well designed, have inherent limitations. Therefore, even those internal controls determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management has assessed the effectiveness of the Company’s internal control over financial reportingsubsidiaries (the “Company”) as of December 31, 2014. In making this assessment, management used the criteria set forth in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). The assessment included an evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, overall control environment and information systems control environment.

Based on its assessment, under the 2013 framework, management has concluded that internal control over financial reporting was not effective as of December 31, 2014, due to a material weakness associated with ineffective general computing controls for certain information systems that are used for accounts receivable and revenue recognition. These ineffective general computing controls were related to weak system access and change management controls. In addition, certain review controls were not performed at a sufficient level of precision to detect if these systems were producing complete and accurate

100


information. However, management has concluded that this material weakness did not produce a material misstatement to our financial statements or related disclosures included in this annual report on Form 10-K.

Management will take action to remediate this material weakness in 2015 by designing and implementing effective general computing controls associated with system access and change management. In addition, management will design and implement effective review controls to ensure the completeness and accuracy of system generated information.

Our independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of internal control over financial reporting, as stated in their report which follows below.



101



Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of
Dex Media, Inc. and subsidiaries

We have audited Dex Media, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2014,2022, based on criteria established in the 2013 Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)((“COSO”). In our opinion, the COSO criteria). Dex Media, Inc.Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and subsidiaries’for the year ended December 31, 2022, and our report dated February 23, 2023 expressed an unqualified opinion on those financial statements.

Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the company’sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Vivial Media Holdings, Inc., a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 2% and 7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022. As indicated in Management’s Report, Vivial Media Holdings, Inc. was acquired during 2022. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of Vivial Media Holdings, Inc.

Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness in controls related to the company’s revenue and accounts receivable processes.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Dex Media, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income (loss), changes in shareholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 2014. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2014 financial statements, and this report does not affect our report dated March 16, 2015, which expressed an unqualified opinion on those financial statements.

In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, Dex Media, Inc. and subsidiaries has not maintained effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.  



/s/ Ernst & YoungGRANT THORNTON LLP


Dallas, Texas

February 23, 2023
March 16, 2015
115



102






ITEMItem 9B.     OTHER INFORMATION.Other Information


None.
Item 9C.     Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.


PART III


ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Item 10.     Directors, Executive Officers and Corporate Governance
Board
Code of DirectorsBusiness Conduct and Ethics


We have adopted a code of business conduct and ethics (the “Code”) that is applicable to all of our employees, officers and directors including our principal executive officer, principal financial officer, principal accounting officer, controller, and any other persons performing similar functions, which is available on our website at www.thryv.com under “Investor Relations - Governance Documents.” We intend to satisfy the disclosure requirement regarding any amendment to, or waiver from a provision of the Code for Thryv’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website.

The remaining information required by this Item 10 with respectis incorporated by reference from the information to our directors, corporate governance matters and committees of the Board of Directors will be containedprovided in our definitive proxy statement relating tofor our 2015 annual meeting2023 Annual Meeting of shareholders to be held on May 28, 2015Stockholders (the “2015“2023 Proxy Statement”Statement”), which is expected to. The 2023 Proxy Statement will be filed with the Securities Exchange Commission not later thanSEC within 120 days after the endclose of ourthe fiscal year ended December 31, 2014. Information in response to this Item 10 is incorporated herein by reference to the sections entitled “Election of Directors,” “Corporate Governance - Code of Conduct, ” “Corporate Governance - “Audit and Finance Committee” and “Stock Ownership Information - Section 16(a) Beneficial Ownership Reporting Compliance” in the 2015 Proxy Statement, except that the information required by this Item 10 with respect to our executive officers is set forth in “Executive Officers of the Registrant” in Part I of this report.

2022.




ITEM 11.EXECUTIVE COMPENSATION.
Item 11.     Executive Compensation

The information required inby this Item 11 is incorporated by reference from our 2023 Proxy Statement, which will be contained infiled with the 2015 Proxy Statement underSEC within 120 days after the heading “Executive and Director Compensation” and is incorporated herein by reference.close of the fiscal year ended December 31, 2022.


ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

The following table sets forth information as of December 31, 2014.
Plan Category 
Number of securities
to be issued upon exercise
of outstanding options,
warrants and rights
 
Weighted-average
exercise price of
outstanding options,
warrants and rights
 
Number of securities
remaining available for
future issuance under
equity compensation plans
Equity compensation plans approved by shareholders —
 $—  —
Stand-alone nonqualified stock option grant to Chief Executive Officer 271,000
 7.54  —
Equity compensation plans not approved by shareholders 638,799
 9.70  173,536
Total 909,799
 $9.17  173,536

Former Dex One Corporation Equity Incentive Plan and the former SuperMedia 2009 Long Term Incentive Plan were approved by the bankruptcy courts pursuant to Dex One's and SuperMedia's respective plans of reorganization in January 2010 and December 2009, respectively. As of the effective date of the Mergers, the Company assumed all obligations of Dex One and SuperMedia under these plans.

In connection with Mr. Walsh’s appointment as President and Chief Executive Officer, on October 14, 2014, the Company granted Mr. Walsh stock options to purchase 271,000 shares of Dex Media common stock at an exercise price of $7.54, which vest on December 31, 2017. The stock options were granted as inducements to employment without stockholder approval pursuant to NASDAQ Market Place Rule 5635(c)(4) and was approved by all of the Company’s independent directors and the Company’s Compensation and Benefits Committee. The grant will be subject to the terms and conditions of the Dex Media, Inc. Equity Incentive Plan. These options are included in the stock option award amounts provided in the table above.

Additional information required in this Item 12 will be contained in the 2015 Proxy Statement under the heading “Stock Ownership Information - Stock12.     Security Ownership of Certain Beneficial Owners and Management”Management and Related Stockholder Matters

The information required by this Item 13 is incorporated herein by reference.reference from our 2023 Proxy Statement, which will be filed with the SEC within 120 days after the close of the fiscal year ended December 31, 2022.


103



ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Item 13.     Certain Relationships and Related Transactions, and Director Independence
Information about certain relationships and transactions with related parties
The information required by this Item 13 is incorporated by reference from our 2023 Proxy Statement, which will be filed with the discussion underSEC within 120 days after the headings “Corporate Governance - Director Independence” and “Related Person Transactions” and “Executive and Director Compensation - Compensation and Benefits Committee Interlocks and Insider Participation” inclose of the 2015 Proxy Statement.fiscal year ended December 31, 2022.


ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Item 14.     Principal Accounting Fees and Services

The information required inby this Item 14 is incorporated by reference from our 2023 Proxy Statement, which will be containedfiled with the SEC within 120 days after the close of the fiscal year ended December 31, 2022

PART IV
Item 15.    Exhibits, Financial Statement Schedules
(a)    The following documents are filed as a part of this Annual Report on Form 10-K:

(1) Consolidated Financial Statements (included in Part II, Item 8 of this Annual Report on Form 10-K).

•Report of Independent Registered Public Accounting Firm (PCAOB ID: 248)
•Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
•Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020
116


•Consolidated Balance Sheets as of December 31, 2022 and 2021
•Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2022, 2021 and 2020
•Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
•Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

Financial statement schedules have been omitted as the information is either not required or the information is otherwise included in the 2015 Proxy Statement under the heading “Audit Committee - Principal Accountant Fees and Services” and isconsolidated financial statements.

(3) Exhibits

The documents set forth below are filed herewith or are incorporated herein by reference.

reference to the location indicated.
PART IV

ITEM 15.Exhibit No.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) (1) and (2) - List of financial statements and financial statement schedules

The following consolidated financial statements of the Company are included under Item 8:
Description
2.1
Reports of Independent Registered Public Accounting Firms
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2014, 2013 and 2012
Consolidated Balance Sheets at December 31, 2014 and 2013
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2014, 2013 and 2012
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
Notes to Consolidated Financial Statements
Schedule II - Valuation and Qualifying Accounts is included in the notes to consolidated financial statements. The remaining schedules are not applicable and, therefore, have been omitted.
(b) Exhibits:

Exhibit No.Document
2.1Amended and Restated Plan of Merger by and among SuperMedia, Inc., Dex One Corporation, Newdex, Inc., and Spruce Acquisition Sub, Inc., dated December 5, 2012
3.1Amended and Restated Certificate of Incorporation of Dex Media, Inc., (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
3.2Amended and Restated Bylaws of Dex Media, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
3.3Certificate of Change of Registered Agent and Registered Office of Dex Media, Inc., (incorporated by reference to Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q, filed November 6, 2013, Commission File No. 001-35895).
4.1First Supplemental Indenture by and among Dex One Corporation, Newdex, Inc. and The Bank of New York Mellon, dated April 30, 2013 (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
4.2Indenture, dated as of January 29, 2010, between Dex One Corporation and The Bank of New York Mellon, as Trustee, with respect to the Company's 12%/14% Senior Subordinated Notes due 2017 (incorporated by reference to Exhibit 4.1 to Dex One’s Corporation’s Current Report onCompany’s Form 8-K, filed with the Securities and Exchange Commission on February 4, 2010, Commission File No. 001-07155).March 2, 2021)
3.1

104

3.2
4.34.1


4.2
10.14.3Fourth
4.4
10.1
10.2
10.3
10.4
10.5
10.6+
117


10.7+
10.2Amended and Restated Credit Agreement by and among Dex Media, Inc., Dex Media
10.3Amended and Restated Credit Agreement by and among Dex Media, Inc., Dex Media Holdings, Inc., Dex Media West, Inc. as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent, Deutsche Bank Trust Company Americas as Syndication Agent, and J.P. Morgan Securities LLC and Deutsche Bank Trust Company Americas as Joint Lead Arrangers and Joint Bookrunners, dated April 30, 2013 (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.4First Amendment to Credit Agreement, dated as of March 10, 2015, to the credit agreement, dated as of June 6, 2008, as amended and restated as of January 29, 2010, and as further amended and restated as of April 30, 2013, among Dex Media, Inc., Dex Media Holdings, Inc., Dex Media West, Inc., as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto, (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 10, 2015, Commission File No. 001-35895).
10.5Amended and Restated Credit Agreement by and among Dex Media, Inc., SuperMedia Inc. as Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent, dated April 30, 2013 (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.6Amended and Restated Shared Services Agreement, by and among Dex One Service, Inc., R.H. Donnelley Inc., Dex Media Service LLC, Dex Media Holdings, Inc., Dex Media East, Inc., Dex Media West, Inc., Dex One Digital, Inc., R.H. Donnelley Corporation, SuperMedia Inc., SuperMedia LLC, SuperMedia Sales Inc., SuperMedia Services Inc. and SuperMedia UK, Ltd., dated April 30, 2013 (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.7Amended and Restated Tax Sharing Agreement by and among Dex Media, Inc., Dex Media Holdings, Inc., Dex Media East, Inc., Dex Media West, Inc., Dex One Service, Inc., R.H. Donnelley Corporation, R.H. Donnelley Inc., R.H. Donnelley APIL, Inc. and Dex One Digital, Inc., dated April 30, 2013 (incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.8SuperMedia - Dex Tax Sharing Agreement, by and among SuperMedia, Inc., SuperMedia Services Inc., Dex Media, Inc. and Dex One Service, Inc., dated April 30, 2013 (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.9^Form of Indemnification Agreement for Directors and Executive Officers (incorporated by reference to Exhibit 10.9 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.10^Dex Media, Inc. Equity Incentive Plan (formerly known as the Dex One Corporation Equity Incentive Plan) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 11, 2013, Commission File No. 001-35895).
10.11^Dex Media, Inc. Amended and Restated Long-Term 2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current ReportCompany’s Registration Statement on Form 8-KS-1, filed with the SEC onSeptember 1, 2020).
10.8+
10.9+
10.12^
10.11*+

105

10.12*+
10.13^10.13+Form of Dex Media,
10.14+
10.14^Form of Dex Media,
10.15^Form of Dex Media, Inc. Equity Incentive Plan Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on September 11, 2013, Commission File No. 001-35895).
10.16^Dex Media, Inc. 2013-2015 Cash Long-Term Incentive Plan (incorporated by reference to Exhibit 10.74.5 to the Registrant's Quarterly ReportCompany’s Registration Statement on Form 10-Q,S-8, filed November 6, 2013, Commission File No. 001-35895)with the SEC on September 23, 2020).
10.15+
10.17^10.16+
10.17+
10.18+
10.19
10.18Registration Rights Agreement, dated as of January 29, 2010, among the Company and Franklin Advisers, Inc. and certain of its affiliates (incorporated by reference to Exhibit 4.3 to the Dex One Corporation's Current Report on Form 8‑K filed with the Securities and Exchange Commission on February 4, 2010, Commission File No. 001-07155).
10.19Non-Competition Agreement, dated as of January 3, 2003, by and among Dex One Corporation, R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon, L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.4 to Dex One Corporation's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155).
10.20Letter 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.21Directory 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.22Trademark 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.23Publisher 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.24Non-Competition Agreement, dated as of May 16, 2006, by and among the Dex One Corporation, 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.25Subscriber 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).

106

10.26Standstill 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.27Directory Services License Agreement, dated as of September 1, 2004, among the Dex One Corporation, 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 Dex One Corporation's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on September 3, 2004, Commission File No. 001-07155).
10.28Non-Competition Agreement, dated as of September 1, 2004, by and between the Dex One Corporation and SBC Communications Inc. (incorporated by reference to Exhibit 10.2 to Dex One Corporation's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on September 3, 2004, Commission File No. 001-07155).
10.29Ameritech 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 Dex One Corporation's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on September 3, 2004, Commission File No. 001-07155).
10.30Publishing 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).
10.31Non-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).
10.32^*Board of Directors Compensation Program.
10.33^Dex One Pension Benefit Equalization Plan, as Amended and Restated as of January 1, 2011 (incorporated by reference to Exhibit 10.18 to Dex One Corporation'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).
10.34Publishing Agreement, dated November 17, 2006, among Verizon Communications Inc., Verizon Services Corp. and Idearc Media Corp. (incorporated by reference to Exhibit 10.2 to SuperMedia Inc.’s Current Report on Form 8-K, filed November 21, 2006, Commission File No. 001-32939).
10.35Non-Competition Agreement, dated November 17, 2006, between Verizon Communications Inc. and Idearc Media Corp. (incorporated by reference to Exhibit 10.3 to SuperMedia Inc.’s Current Report on Form 8-K, filed November 21, 2006, Commission File No. 001-32939).
10.36Branding Agreement, dated November 17, 2006, between Verizon Licensing Company and Idearc Media Corp. (incorporated by reference to Exhibit 10.4 to SuperMedia Inc.’s Current Report on Form 8-K, filed November 21, 2006, Commission File No. 001-32939).
10.37Listings License Agreement, dated November 17, 2006, between specified Verizon telephone operating companies and Idearc Media Corp. (incorporated by reference to Exhibit 10.5 to SuperMedia Inc.’s Current Report on Form 8-K, filed November 21, 2006, Commission File No. 001-32939).
10.38Intellectual Property Agreement, dated November 17, 2006, between Verizon Services Corp. and Idearc Media Corp. (incorporated by reference to Exhibit 10.7 to SuperMedia Inc.’s Current Report on Form 8-K/A, filed November 22, 2006, Commission File No. 001-32939).
10.39Fourteenth Amendment to Sublease Agreement, dated March 1, 2009, between Idearc Media LLC and Verizon Realty Corp. (incorporated by reference to Exhibit 10.2 to SuperMedia Inc.’sCompany’s Quarterly Report on Form 10-Q, forfiled with the quarter ended March 31, 2009, Commission File No. 001-32939)SEC on November 12, 2020).
10.20
10.40Master Outsourcing Services Agreement, dated October 30, 2009, between Idearc Media Services - West Inc. and Tata America International Corporation and Tata Consultancy Services Limited (incorporated by reference to Exhibit 10.1 to SuperMedia Inc.’s Current Report on Form 8-K, filed November 5, 2009, Commission File No. 001-32939).

107

10.41Registration Rights
10.42^Amended and Restated Executive Transition Plan, dated May 26, 2010 (incorporated by reference to SuperMedia Inc.’s Annual Report on Form 10-K, filed February 23, 2012, Commission File No. 001-32939).
10.43Litigation Trust Agreement, dated December 31, 2009, by SuperMedia Inc. for the benefit of the Beneficiaries entitled to the Trust Assets (incorporated by reference to Exhibit 10.5 to SuperMedia Inc.’s Current Report on Form 8-K, filed January 6, 2010, Commission File No. 001-32939).
10. 44^General Release Agreement,Wells Fargo Bank, National Association, as Administrative Agent, dated as of May 3, 2013, by and between Dex One Corporation and Alfred T. Mockett (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K, filed March 14, 2014, Commission File No. 001-35895).
10. 45^Severance Agreement and Release, dated as of May 3, 2013, by and between Dex One Corporation and Gregory W. Freiberg (incorporated by reference to Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K, filed March 14, 2014, Commission File No. 001-35895).
10. 46^Severance Agreement and Release, dated as of May 3, 2013, by and between Dex One Corporation and Richard J. Hanna (incorporated by reference to Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K, filed March 14, 2014, Commission File No. 001-35895).
10. 47^Severance Agreement and Release, dated as of May 3, 2013, by and between Dex One Corporation and Mark W. Hianik (incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K, filed March 14, 2014, Commission File No. 001-35895).
10. 48^Severance Agreement and Release, dated as of May 3, 2013, by and between Dex One Corporation and Sylvester J. Johnson (incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K, filed March 14, 2014, Commission File No. 001-35895).
10.49^Dex One Corporation Severance Plan - Senior Vice President, effective as amended January 26, 2012 (incorporated by reference to Exhibit 10.36 to the Dex One Corporation'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).
10.50^Consulting Services Agreement and General Release, dated as of October 14, 2014, by and between Dex Media, Inc. and Peter J. McDonald2021 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report onCompany’s Form 8-K filed, October 15, 2014)with the SEC on March 2, 2021).
10.21
10.51^Consulting Services
10.22+
10.23+
10.52^Consulting Services
10.24+
10.53^Confirmation of Severance Protection Letter, dated as of November 4, 2014, by and between Dex Media, Inc. and Del Humenik (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed November 4, 2014).
10.54^*Separation Agreement and Release as of November 4, 2014, by and between Dex Media, Inc. and Samuel D. Jones.
10.55^*Separation Agreement and Release as of October 31, 2014, by and between Dex Media, Inc. and Frank P. Gatto.
10.56^Employment Agreement, dated as of October 14, 2014, by and between Dex Media, Inc. and Joseph A. Walsh (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed October 15, 2014).
10.57^Value Creation Program, effective as of October 14, 2014 (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed October 15, 2014).
10.58^Award Notice for Joe Walsh pursuant to the Value Creation Program, effective as of October 14, 2014 (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed October 15, 2014).

108

10.59^*Dex Media, Inc. Severance Plan - Executive Vice President and Above, effective as of July 30, 2014.
10.60^
21.1*
10.61^*23.1*Form of Dex Media, Inc. Executive Leadership Employee Noncompetition Agreement.
21.1*Subsidiaries of the Registrant.
23.1*
23.2*
23.2*Consent of Independent Registered Public Accounting Firm KPMG LLPFirm.
31.1*
31.1*
31.2*
31.2*
32.1*
32.1*
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 Document2002
______________________
118
* Filed herewith.
^ Management contract or compensatory plan.



109




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 16thday of March 2015.


Dex Media, Inc.
By:/s/ Joseph A. Walsh
Joseph A. Walsh, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
/s/ Joseph A. Walsh32.2*Chief Executive OfficerMarch 16, 2015
(Joseph A. Walsh)
and Director
(Principal Executive Officer)
/s/ Paul D. RouseExecutive Vice President,March 16, 2015
(Paul Rouse)
Chief Financial Officer and Treasurer
(Certification of Principal Financial and Accounting Officer)
/s/ Jonathan B. BulkeleyDirectorMarch 16, 2015
(Jonathan B. Bulkeley)
/s/ Thomas D. GardnerDirectorMarch 16, 2015
(Thomas D. Gardner)
/s/ W. Kirk LiddellDirectorMarch 16, 2015
(W. Kirk Liddell)
/s/ Thomas S. RogersDirectorMarch 16, 2015
(Thomas S. Rogers)
/s/ John SlaterDirectorMarch 16, 2015
(John Slater)
/s/ Alan F. SchultzDirectorMarch 16, 2015
(Alan F. Schultz)
/s/ Douglas D. WheatDirectorMarch 16, 2015
(Douglas D. Wheat)


110


Exhibit Index

Exhibit No.Document
2.1Amended and Restated Plan of Merger by and among SuperMedia, Inc., Dex One Corporation, Newdex, Inc., and Spruce Acquisition Sub, Inc., dated December 5, 2012 (incorporated by reference to Exhibit 2.1 to the Current Report of Dex One Corporation on Form 8-K, filed on December 6, 2012, Commission File No. 001-07155).
3.1Amended and Restated Certificate of Incorporation of Dex Media, Inc., (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
3.2Amended and Restated Bylaws of Dex Media, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
3.3Certificate of Change of Registered Agent and Registered Office of Dex Media, Inc., (incorporated by reference to Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q, filed November 6, 2013, Commission File No. 001-35895).
4.1First Supplemental Indenture by and among Dex One Corporation, Newdex, Inc. and The Bank of New York Mellon, dated April 30, 2013 (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
4.2Indenture, dated as of January 29, 2010, between Dex One Corporation and The Bank of New York Mellon, as Trustee, with respect to the Company's 12%/14% Senior Subordinated Notes due 2017 (incorporated by reference to Exhibit 4.1 to Dex One’s Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2010, Commission File No. 001-07155).
4.3Form of 12%/14% Senior Subordinated Notes due 2017.
10.1Fourth Amended and Restated Credit Agreement by and among Dex Media, Inc., R.H. Donnelley Inc. as Borrower, the lenders party thereto, Deutsche Bank Trust Company Americas as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A. as Syndication Agent, Deutsche Bank Trust Company Americas as Syndication Agent and Deutsche Bank Securities Inc., and J.P. Morgan Securities LLC as Joint Lead Arrangers and Joint Bookrunners, dated April 30, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.2Amended and Restated Credit Agreement by and among Dex Media, Inc., Dex Media Holdings, Inc., Dex Media East, Inc. as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent, Deutsche Bank Trust Company Americas as Syndication Agent, and J.P. Morgan Securities LLC and Deutsche Bank Trust Company Americas as Joint Lead Arrangers and Joint Bookrunners, dated April 30, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.3Amended and Restated Credit Agreement by and among Dex Media, Inc., Dex Media Holdings, Inc., Dex Media West, Inc. as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent, Deutsche Bank Trust Company Americas as Syndication Agent, and J.P. Morgan Securities LLC and Deutsche Bank Trust Company Americas as Joint Lead Arrangers and Joint Bookrunners, dated April 30, 2013 (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.4First Amendment to Credit Agreement, dated as of March 10, 2015, to the credit agreement, dated as of June 6, 2008, as amended and restated as of January 29, 2010, and as further amended and restated as of April 30, 2013, among Dex Media, Inc., Dex Media Holdings, Inc., Dex Media West, Inc., as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto, (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 10, 2015, Commission File No. 001-35895).
10.5Amended and Restated Credit Agreement by and among Dex Media, Inc., SuperMedia Inc. as Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent, dated April 30, 2013 (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).

111


10.6Amended and Restated Shared Services Agreement, by and among Dex One Service, Inc., R.H. Donnelley Inc., Dex Media Service LLC, Dex Media Holdings, Inc., Dex Media East, Inc., Dex Media West, Inc., Dex One Digital, Inc., R.H. Donnelley Corporation, SuperMedia Inc., SuperMedia LLC, SuperMedia Sales Inc., SuperMedia Services Inc. and SuperMedia UK, Ltd., dated April 30, 2013 (incorporated by reference to Exhibit 10.6 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.7Amended and Restated Tax Sharing Agreement by and among Dex Media, Inc., Dex Media Holdings, Inc., Dex Media East, Inc., Dex Media West, Inc., Dex One Service, Inc., R.H. Donnelley Corporation, R.H. Donnelley Inc., R.H. Donnelley APIL, Inc. and Dex One Digital, Inc., dated April 30, 2013 (incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.8SuperMedia - Dex Tax Sharing Agreement, by and among SuperMedia, Inc., SuperMedia Services Inc., Dex Media, Inc. and Dex One Service, Inc., dated April 30, 2013 (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.9^Form of Indemnification Agreement for Directors and Executive Officers (incorporated by reference to Exhibit 10.9 to the Registrant's Current Report on Form 8-K, filed May 3, 2013, Commission File No. 001-35895).
10.10^Dex Media, Inc. Equity Incentive Plan (formerly known as the Dex One Corporation Equity Incentive Plan) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 11, 2013, Commission File No. 001-35895).
10.11^Dex Media, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 11, 2013, Commission File No. 001-35895).
10.12^Form of Dex Media, Inc. Amended and Restated Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on September 11, 2013, Commission File No. 001-35895).
10.13^Form of Dex Media, Inc. Amended and Restated Long-Term Incentive Plan Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on September 11, 2013, Commission File No. 001-35895).
10.14^Form of Dex Media, Inc. Equity Incentive Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on September 11, 2013, Commission File No. 001-35895).
10.15^Form of Dex Media, Inc. Equity Incentive Plan Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on September 11, 2013, Commission File No. 001-35895).
10.16^Dex Media, Inc. 2013-2015 Cash Long-Term Incentive Plan, (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q, filed November 6, 2013, Commission File No. 001-35895).
10.17^Amended and Restated Employment Agreement, dated December 19, 2013 between the Registrant and Peter J. McDonald (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed December 23, 2013, Commission File No. 001-35895).
10.18Registration Rights Agreement, dated as of January 29, 2010, among the Company and Franklin Advisers, Inc. and certain of its affiliates (incorporated by reference to Exhibit 4.3 to the Dex One Corporation's Current Report on Form 8‑K filed with the Securities and Exchange Commission on February 4, 2010, Commission File No. 001-07155).
10.19Non-Competition Agreement, dated as of January 3, 2003, by and among Dex One Corporation, R.H. Donnelley Publishing & Advertising, Inc. (f/k/a Sprint Publishing & Advertising, Inc.), CenDon, L.L.C., R.H. Donnelley Directory Company (f/k/a Centel Directory Company), Sprint Corporation and the Sprint Local Telecommunications Division (incorporated by reference to Exhibit 10.4 to Dex One Corporation's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on January 17, 2003, Commission File No. 001-07155).
10.20Letter 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).

112


10.21Directory 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.22Trademark 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.23Publisher 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.24Non-Competition Agreement, dated as of May 16, 2006, by and among the Dex One Corporation, 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.25Subscriber 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.26Standstill 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 Dex One Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2006, Commission File No. 001-07155).
10.27Directory Services License Agreement, dated as of September 1, 2004, among the Dex One Corporation, 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 Dex One Corporation's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on September 3, 2004, Commission File No. 001-07155).
10.28Non-Competition Agreement, dated as of September 1, 2004, by and between the Dex One Corporation and SBC Communications Inc. (incorporated by reference to Exhibit 10.2 to Dex One Corporation's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on September 3, 2004, Commission File No. 001-07155).
10.29Ameritech 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 Dex One Corporation's Current Report on Form 8‑K, filed with the Securities and Exchange Commission on September 3, 2004, Commission File No. 001-07155).
10.30Publishing 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).
10.31Non-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).
10.32^*Board of Directors Compensation Program.

113


10.33^Dex One Pension Benefit Equalization Plan, as Amended and Restated as of January 1, 2011 (incorporated by reference to Exhibit 10.18 to Dex One Corporation'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).
10.34Publishing Agreement, dated November 17, 2006, among Verizon Communications Inc., Verizon Services Corp. and Idearc Media Corp. (incorporated by reference to Exhibit 10.2 to SuperMedia Inc.’s Current Report on Form 8-K, filed November 21, 2006, Commission File No. 001-32939).
10.35Non-Competition Agreement, dated November 17, 2006, between Verizon Communications Inc. and Idearc Media Corp. (incorporated by reference to Exhibit 10.3 to SuperMedia Inc.’s Current Report on Form 8-K, filed November 21, 2006, Commission File No. 001-32939).
10.36Branding Agreement, dated November 17, 2006, between Verizon Licensing Company and Idearc Media Corp. (incorporated by reference to Exhibit 10.4 to SuperMedia Inc.’s Current Report on Form 8-K, filed November 21, 2006, Commission File No. 001-32939).
10.37Listings License Agreement, dated November 17, 2006, between specified Verizon telephone operating companies and Idearc Media Corp. (incorporated by reference to Exhibit 10.5 to SuperMedia Inc.’s Current Report on Form 8-K, filed November 21, 2006, Commission File No. 001-32939).
10.38Intellectual Property Agreement, dated November 17, 2006, between Verizon Services Corp. and Idearc Media Corp. (incorporated by reference to Exhibit 10.7 to SuperMedia Inc.’s Current Report on Form 8-K/A, filed November 22, 2006, Commission File No. 001-32939).
10.39Fourteenth Amendment to Sublease Agreement, dated March 1, 2009, between Idearc Media LLC and Verizon Realty Corp. (incorporated by reference to Exhibit 10.2 to SuperMedia Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, Commission File No. 001-32939).
10.40Master Outsourcing Services Agreement, dated October 30, 2009, between Idearc Media Services - West Inc. and Tata America International Corporation and Tata Consultancy Services Limited (incorporated by reference to Exhibit 10.1 to SuperMedia Inc.’s Current Report on Form 8-K, filed November 5, 2009, Commission File No. 001-32939).
10.41Registration Rights Agreement, dated December 31, 2009, between SuperMedia Inc. and the holders named herein (incorporated by reference to Exhibit 10.4 to SuperMedia Inc.’s Current Report on Form 8-K, filed January 6, 2010, Commission File No. 001-32939).
10.42^Amended and Restated Executive Transition Plan, dated May 26, 2010 (incorporated by reference to SuperMedia Inc.’s Annual Report on Form 10-K, filed February 23, 2012, Commission File No. 001-32939).
10.43Litigation Trust Agreement, dated December 31, 2009, by SuperMedia Inc. for the benefit of the Beneficiaries entitled to the Trust Assets (incorporated by reference to Exhibit 10.5 to SuperMedia Inc.’s Current Report on Form 8-K, filed January 6, 2010, Commission File No. 001-32939).
10. 44^General Release Agreement, dated as of May 3, 2013, by and between Dex One Corporation and Alfred T. Mockett (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K, filed March 14, 2014, Commission File No. 001-35895).
10. 45^Severance Agreement and Release, dated as of May 3, 2013, by and between Dex One Corporation and Gregory W. Freiberg (incorporated by reference to Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K, filed March 14, 2014, Commission File No. 001-35895).
10. 46^Severance Agreement and Release, dated as of May 3, 2013, by and between Dex One Corporation and Richard J. Hanna (incorporated by reference to Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K, filed March 14, 2014, Commission File No. 001-35895).
10. 47^Severance Agreement and Release, dated as of May 3, 2013, by and between Dex One Corporation and Mark W. Hianik (incorporated by reference to Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K, filed March 14, 2014, Commission File No. 001-35895).
10. 48^Severance Agreement and Release, dated as of May 3, 2013, by and between Dex One Corporation and Sylvester J. Johnson (incorporated by reference to Exhibit 10.47 to the Registrant’s Annual Report on Form 10-K, filed March 14, 2014, Commission File No. 001-35895).

114


10.49^Dex One Corporation Severance Plan - Senior Vice President, effective as amended January 26, 2012 (incorporated by reference to Exhibit 10.36 to the Dex One Corporation'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).
10.50^Consulting Services Agreement and General Release, dated as of October 14, 2014, by and between Dex Media, Inc. and Peter J. McDonald (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed October 15, 2014).
10.51^Consulting Services Agreement, dated as of November 4, 2014, by and between Dex Media, Inc. and Samuel D. Jones (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed November 4, 2014).
10.52^Consulting Services Agreement, dated as of October 31, 2014, by and between Dex Media, Inc. and Frank P. Gatto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed November 4, 2014).
10.53^Confirmation of Severance Protection Letter, dated as of November 4, 2014, by and between Dex Media, Inc. and Del Humenik (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed November 4, 2014).
10.54^*Separation Agreement and Release as of November 4, 2014, by and between Dex Media, Inc. and Samuel D. Jones.
10.55^*Separation Agreement and Release as of October 31, 2014, by and between Dex Media, Inc. and Frank P. Gatto.
10.56^Employment Agreement, dated as of October 14, 2014, by and between Dex Media, Inc. and Joseph A. Walsh (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed October 15, 2014).
10.57^Value Creation Program, effective as of October 14, 2014 (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed October 15, 2014).
10.58^Award Notice for Joe Walsh pursuant to the Value Creation Program, effective as of October 14, 2014 (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed October 15, 2014).
10.59^*Dex Media, Inc. Severance Plan - Executive Vice President and Above, effective as of July 30, 2014.
10.60^Form of Dex Media, Inc. Equity Incentive Plan Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 19, 2014, Commission File No. 001-35895).
10.61^*Form of Dex Media, Inc. Executive Leadership Employee Noncompetition Agreement.
21.1*Subsidiaries of the Registrant.
23.1*Consent of Independent Registered Public Accounting Firm Ernst & Young LLP
23.2*Consent of Independent Registered Public Accounting Firm KPMG LLP
31.1*Certification of Joseph A. Walsh filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of Paul D. Rouse filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*Certification Joseph A. Walsh and Paul D. Rouse filedOfficer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.2002
101.INS*
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
101.SCH*Inline XBRL Taxonomy Extension Schema DocumentDocument.
101.CAL*
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase DocumentDocument.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.DEF*101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (included in Exhibits 101).
*Filed herewith
+    Management contract of compensatory plan or arrangement

Item 16.     Form 10-K Summary

None.
119



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
101.LAB*THRYV HOLDINGS, INC.
XBRL Taxonomy Extension Label Linkbase Document
February 23, 2023By:/s/ Joseph A. Walsh
Joseph A. Walsh
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
February 23, 2023By:/s/ Paul D. Rouse
Paul D. Rouse
Chief Financial Officer, Executive Vice President and Treasurer
(Principal Financial Officer)


115Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.



SignaturesTitle(s)Date
/s/ Joseph A. WalshChairman of the Board and Chief Executive OfficerFebruary 23, 2023
Joseph A. Walsh(Principal Executive Officer)
101.PRE*/s/ Paul D. RouseXBRL Taxonomy Extension Presentation Linkbase DocumentChief Financial Officer, Executive Vice President and TreasurerFebruary 23, 2023
Paul D. Rouse(Principal Financial and Accounting Officer)
/s/ Amer AkhtarDirectorFebruary 23, 2023
Amer Akhtar
/s/ Bonnie KintzerDirectorFebruary 23, 2023
Bonnie Kintzer
/s/ Ryan O'HaraDirectorFebruary 23, 2023
Ryan O'Hara
/s/ John SlaterDirectorFebruary 23, 2023
John Slater
/s/ Lauren VaccarelloDirectorFebruary 23, 2023
Lauren Vaccarello
/s/ Heather ZynczakDirectorFebruary 23, 2023
Heather Zynczak
______________________
* Filed herewith.
^ Management contract or compensatory plan.
120


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