![GRAPHIC](https://capedge.com/proxy/8-K/0001104659-13-037986/g116931mmi002.gif)
| Forward-Looking Statements Certain statements contained in this document regarding the benefits of the transaction, future growth potential, timing, effects of the transaction, synergies or other attributes of the combined company, Dex Media, Inc.(“Dex Media”), and any other statements not constituting historical fact are "forward-looking statements" subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words "believe," "expect," "anticipate," "intend," "should," "will," "would," "planned," "estimated," "potential," "goal," "outlook," "may," "predicts," "could," or the negative of such terms, or other comparable expressions, as they relate to Dex Media or its management, have been used to identify such forward-looking statements. All forward-looking statements reflect only on Dex Media’s current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to Dex Media. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause Dex Media’s actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by, these statements. Factors that could cause actual results to differ materially from current expectations include risks and other factors described in Dex One Corporation's and SuperMedia Inc.'s publicly available reports filed with the Securities and Exchange Commission, which contain discussions of various factors that may affect the business or financial results of the combined company. Such risks and other factors, which in some instances are beyond Dex Media's control, include: the continuing decline in the use of print directories; increased competition, particularly from existing and emerging digital technologies; ongoing weak economic conditions and continued decline in advertising sales; the ability to collect trade receivables from customers to whom they extend credit; the ability to generate sufficient cash to service its debt; the company’s ability to comply with the financial covenants contained in its debt agreements and the potential impact to operations and liquidity as a result of restrictive covenants in such debt agreements; the company’s ability to refinance or restructure its debt on reasonable terms and conditions as might be necessary from time to time; increasing interest rates; changes in the company’s and the company’s subsidiaries credit ratings; changes in accounting standards; regulatory changes and judicial rulings impacting the company’s businesses; adverse results from litigation, governmental investigations or tax related proceedings or audits; the effect of labor strikes, lock-outs and negotiations; successful realization of the expected benefits of acquisitions, divestitures and joint ventures; the ability to maintain agreements with major Internet search and local media companies; the reliance on third-party vendors for various services; and other events beyond the company’s control that may result in unexpected adverse operating results. With respect to the merger, important factors could cause actual results to differ materially from those indicated by forward-looking statements included herein, including, but not limited to: the risk that anticipated cost savings, growth opportunities and other financial and operating benefits as a result of the transaction may not be realized or may take longer to realize than expected; the risk that benefits from the transaction may be significantly offset by costs incurred in integrating the companies, including, coordinating geographically separate organizations, integrating business cultures, which could prove to be incompatible, difficulties and costs of integrating information technology systems; and the potential difficulty in retaining key officers and personnel. Dex Media is not responsible for updating the information contained in this document beyond the publication date, or for changes made to this document by wire services or Internet service providers. |