February 12, 2015

This management’s discussion and analysis (MD&A) is intended to help the reader understand and assess trends and significant changes in the results of operations and financial condition of Yellow Pages Limited, formerly Yellow Media Limited and its subsidiaries for the years ended December 31, 2014 and 2013 and should be read in conjunction with our Audited Consolidated Financial Statements and accompanying notes for the years ended December 31, 2014 and 2013. Quarterly reports, the annual report and Supplemental Disclosure can be found under the “Financial Reports” section of our corporate web site: http://corporate.yp.ca. Additional information, including our annual information form (AIF), can be found on SEDAR at www.sedar.com.

The financial information presented herein has been prepared on the basis of International Financial Reporting Standards (IFRS) for financial statements and is expressed in Canadian dollars, unless otherwise stated.

The audited IFRS-related disclosures and values in this MD&A have been prepared using the standards and interpretations currently issued and effective at the end of our reporting period, December 31, 2014.

In this MD&A, the words “we”, “us”, “our”, the “Company”, the “Corporation”, “Yellow Pages” and “YP” refer to Yellow Pages Limited (formerly Yellow Media Limited) and its subsidiaries (including Yellow Pages Digital & Media Solutions Limited, which is the amalgamated entity resulting from the vertical short-form amalgamation of Yellow Pages Group Corp. and YPG Financing Inc., wholly-owned subsidiaries of the Company, on January 1, 2015, 411 Local Search Corp. (411), Yellow Pages Homes Limited (formerly Wall2Wall Media Inc.) (YP Next Home), YPG (USA) Holdings, Inc. and Yellow Pages Digital & Media Solutions LLC (formerly Yellow Pages Group, LLC) (the latter two collectively YP USA), and 4400348 Canada Inc. (Bookenda)).

Forward-looking information

Our reporting structure reflects how we manage our business and how we classify our operations for planning and for measuring our performance. This MD&A contains assertions about the objectives, strategies, financial condition, results of operations and businesses of YP. These statements are considered “forward-looking” because they are based on current expectations of our business, on the markets we operate in, and on various estimates and assumptions.

Forward-looking information and statements are based on a number of assumptions which may prove to be incorrect. In making certain forward-looking statements, we have made the following assumptions:

  • that we will succeed in continuing to implement our business plan;
  • that we will be able to attract and retain key personnel in key positions;
  • that we will be able to introduce, sell and provision new products and services;
  • that the directories, digital media and advertising industries into which we sell our products and services will demonstrate strong demand for our products and services;
  • that we will be able to grow traffic across our owned and operated digital properties at the currently anticipated rate;
  • that the decline in print revenues will not materially accelerate beyond what is currently anticipated;
  • that digital growth will not be materially slower than what is currently anticipated;
  • that we will be able to acquire new customers at the currently anticipated rate; and
  • that general economic conditions will not deteriorate beyond currently anticipated levels.

Forward-looking information and statements are also based upon the assumption that none of the identified risk factors that could cause actual results to differ materially from the anticipated or expected results described in the forward-looking information and statements will occur.

When used in this MD&A, such forward-looking statements may be identified by words such as “aim”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “goal”, “intend”, “objective”, “may”, “plan”, “predict”, “seek”, “should”, “strive”, “target”, “will”, “would” and other similar terminology. These statements reflect current expectations regarding future events and operating performance and speak only as at the date of this MD&A. The Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required pursuant to securities laws. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future results or performance, and will not necessarily be accurate indications of whether or not such results or performance will be achieved. A number of factors could cause actual results or performance to differ materially from the results or performance discussed in the forward-looking statements and could have a material adverse effect on the Corporation, its business, results from operations and financial condition, including, but not limited to, the following risk factors discussed under the “Risks and Uncertainties” section of this MD&A, and those described in the “Risk Factors” section of our AIF:

  • Substantial competition could reduce the market share of the Corporation;
  • A higher than anticipated rate of decline in print revenue resulting from changes in preferences and consumer habits;
  • The inability of the Corporation to successfully enhance and expand its offering of digital and new media products;
  • The inability of the Corporation to generate sufficient funds from operations, debt financings, equity financings or refinancing transactions;
  • The Corporation’s substantial indebtedness could adversely affect its efforts to refinance ;
  • Incremental contributions by the Corporation to its pension plans;
  • Failure by either the Corporation or the Telco Partners (as defined herein) to fulfill the obligations set forth in the agreements between the Corporation and the Telco Partners;
  • Failure by the Corporation to adequately protect and maintain its brands and trademarks, as well as third party infringement of such;
  • Work stoppages and other labor disturbances;
  • Challenge by tax authorities of the Corporation’s position on certain income tax matters;
  • The loss of key relationships or changes in the level or service provided by digital portals, search engines, individual websites, mobile manufacturers and Operating Systems providers;
  • The failure of the Corporation’s computers and communications systems;
  • The Corporation’s inability to attract and retain key personnel;
  • The inability of the Corporation to develop information and technology systems and platforms required to execute the Corporation’s Return to Growth Plan;
  • The Corporation might be required to record additional impairment charges;
  • The inability of the Corporation to attract and retain customers;
  • A higher than anticipated proportion of revenues coming from the Corporation’s digital products with lower margin, such as websites, search engine optimization (SEO) and search engine marketing (SEM); and
  • The Corporation’s business depends on the usage of its online and mobile properties and failure to grow traffic across the Corporation’s digital properties could impair its ability to grow revenues and expand its business.

Additional risks and uncertainties not currently known to management or that are currently deemed to be immaterial may also have a material adverse effect on the Corporation’s business, financial position or financial performance. The Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required pursuant to securities laws.

Definitions relative to understanding our results

Income from Operations before Depreciation and Amortization, Impairment of Goodwill, Intangible Assets and Property, Plant and Equipment and Restructuring and Special Charges (EBITDA)

We report on our EBITDA (Income from operations before depreciation and amortization, impairment of goodwill, intangible assets and property, plant and equipment and restructuring and special charges). EBITDA is not a performance measure defined under IFRS and is not considered an alternative to income (loss) from operations or net earnings in the context of measuring Yellow Pages’ performance. EBITDA does not have a standardized meaning and is therefore not likely to be comparable with similar measures used by other publicly traded companies. EBITDA should not be used as an exclusive measure of cash flow since it does not account for the impact of working capital changes, taxes, interest payments, capital expenditures, business acquisitions, debt principal reductions and other sources and uses of cash, which are disclosed on page 21 of this MD&A.

Free cash flow

Free cash flow is a non-IFRS measure generally used as an indicator of financial performance. It should not be seen as a substitute for cash flow from operating activities. Free cash flow is defined as cash flow from operating activities from continuing operations, as reported in accordance with IFRS less an adjustment for capital expenditures.

This MD&A is divided into the following sections: