10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number 000-21771

West Corporation

(Exact name of registrant as specified in its charter)

DELAWARE	47-0777362
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
11808 Miracle Hills Drive, Omaha, Nebraska	68154
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (402) 963-1200

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

At October 24, 2011, 87,854,914.6480 shares of the registrant’s Class A common stock and 9,971,656.8310 shares of the registrant’s Class L common stock were outstanding.

INDEX

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Report of Independent Registered Public Accounting Firm		3
	Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2011 and 2010 (unaudited)		4
	Condensed Consolidated Balance Sheets - September 30, 2011 and December 31, 2010 (unaudited)		5
	Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2011 and 2010 (unaudited)		6
	Consolidated Statements of Stockholders’ Deficit - Nine Months Ended September 30, 2011 and 2010 (unaudited)		7
	Notes to Condensed Consolidated Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		51
Item 4.	Controls and Procedures		52
PART II. OTHER INFORMATION			53
Item 1.	Legal Proceedings		53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		53
Item 6.	Exhibits		53
SIGNATURES			54
EXHIBIT INDEX			55

In this report, “West,” the “Company,” “we,” “us” and “our” refers to West Corporation and subsidiaries.

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

West Corporation and subsidiaries

Omaha, Nebraska

We have reviewed the accompanying condensed consolidated balance sheet of West Corporation and subsidiaries (the “Company”) as of September 30, 2011, and the related condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2011 and 2010, and stockholders’ deficit and cash flows for the nine-month periods ended September 30, 2011 and 2010. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of West Corporation and subsidiaries as of December 31, 2010, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended (not presented herein); and in our report dated February 23, 2011, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2010 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

Omaha, Nebraska

November 1, 2011

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WEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
REVENUE	$	632,803		$	592,410		$	1,866,441		$	1,788,780
COST OF SERVICES		284,406			259,723			832,229			783,979
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		216,450			258,818			660,707			695,210
OPERATING INCOME		131,947			73,869			373,505			309,591
OTHER INCOME (EXPENSE):
Interest expense, net of interest income of $54, $103, $271 and $247		(67,342	)		(63,186	)		(203,485	)		(182,117	)
Other		(4,314	)		2,796			1,498			2,611
Other expense		(71,656	)		(60,390	)		(201,987	)		(179,506	)
INCOME BEFORE INCOME TAX EXPENSE		60,291			13,479			171,518			130,085
INCOME TAX EXPENSE		22,944			21,908			65,213			66,218
NET INCOME (LOSS)	$	37,347		$	(8,429	)	$	106,305		$	63,867
EARNINGS (LOSS) PER COMMON SHARE:
Basic Class L	$	4.81		$	4.31		$	13.78		$	12.41
Diluted Class L	$	4.62		$	4.13		$	13.22		$	11.90
Basic Class A	$	(0.12	)	$	(0.58	)	$	(0.36	)	$	(0.68	)
Diluted Class A	$	(0.12	)	$	(0.58	)	$	(0.36	)	$	(0.68	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic Class L Shares		9,975			9,971			9,983			9,971
Diluted Class L Shares		10,403			10,398			10,408			10,395
Basic Class A Shares		87,865			87,890			87,926			87,955
Diluted Class A Shares		87,865			87,890			87,926			87,955

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

4

WEST CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS)

(UNAUDITED)

	September 30,			December 31,
	2011			2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	74,808		$	97,793
Trust and restricted cash		11,199			15,122
Accounts receivable, net of allowance of $12,241 and $10,481		423,377			366,419
Deferred income taxes receivable		15,081			29,968
Prepaid assets		36,382			33,667
Other current assets		47,355			34,058
Total current assets		608,202			577,027
PROPERTY AND EQUIPMENT:
Property and equipment		1,092,163			1,032,205
Accumulated depreciation and amortization		(759,521	)		(690,839	)
Total property and equipment, net		332,642			341,366
GOODWILL		1,778,990			1,629,396
INTANGIBLE ASSETS, net of accumulated amortization of $402,457 and $357,500		350,319			299,685
OTHER ASSETS		152,719			157,776
TOTAL ASSETS	$	3,222,872		$	3,005,250
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	71,230		$	64,149
Accrued expenses		352,229			283,988
Current maturities of long-term debt		11,569			15,425
Total current liabilities		435,028			363,562
LONG-TERM OBLIGATIONS, less current maturities		3,504,796			3,518,141
DEFERRED INCOME TAXES		133,143			93,881
OTHER LONG-TERM LIABILITIES		75,634			68,721
Total liabilities		4,148,601			4,044,305
COMMITMENTS AND CONTINGENCIES (Note 11)
CLASS L COMMON STOCK $0.001 PAR VALUE, 100,000 SHARES AUTHORIZED, 9,977 AND 9,988 SHARES ISSUED AND OUTSTANDING		1,642,283			1,504,445
STOCKHOLDERS' DEFICIT
Class A common stock $0.001 par value, 400,000 shares authorized, 88,226 and 88,071 shares issued and 87,896 and 87,956 shares outstanding		88			88
Retained deficit		(2,543,767	)		(2,516,315	)
Accumulated other comprehensive loss		(21,043	)		(26,250	)
Treasury stock at cost (330 and 115 shares)		(3,290	)		(1,023	)
Total stockholders' deficit		(2,568,012	)		(2,543,500	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,222,872		$	3,005,250

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

5

WEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

AMOUNTS IN THOUSANDS)

(UNAUDITED)

	Nine Months Ended September 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	106,305		$	63,867
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation		77,340			77,156
Amortization		50,575			51,207
Goodwill impairment		—			37,675
Provision for share based compensation		3,537			2,682
Deferred income tax expense		22,423			10,726
Amortization of debt acquisition costs		10,056			12,009
Other		198			643
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable		(42,159	)		(41,191	)
Other assets		(11,430	)		(5,380	)
Accounts payable		8,437			20,211
Accrued wages		15,368			15,910
Accrued expenses, other liabilities and income tax payable		49,958			48,687
Net cash flows from operating activities		290,608			294,202
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired of $4,780 and $2,138		(211,531	)		(29,463	)
Purchases of property and equipment		(80,538	)		(89,142	)
Collections applied to principal of portfolio receivables		—			5,460
Other		102			30
Net cash flows from investing activities		(291,967	)		(113,115	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit and accounts receivable securitization facilities		604,500			151,850
Payments on revolving credit and accounts receivable securitization facilities		(604,500	)		(224,781	)
Principal repayments on long-term obligations		(17,201	)		(25,448	)
Repurchase of common stock		(4,829	)		(151	)
Payments of capital lease obligations		(701	)		(1,895	)
Other		(611	)		(441	)
Net cash flows from financing activities		(23,342	)		(100,866	)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		1,716			(1,410	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(22,985	)		78,811
CASH AND CASH EQUIVALENTS, Beginning of period		97,793			59,068
CASH AND CASH EQUIVALENTS, End of period	$	74,808		$	137,879
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	168,189		$	139,985
Cash paid during the period for income taxes, net of refunds of $1,456 and $885	$	25,541		$	20,511
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Acquisition of property through accounts payable commitments	$	5,093		$	4,317

The accompanying notes are an integral part of these condensed consolidated financial statements (unaudited).

6

WEST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

	Class A Common Stock		Additional Paid - in Capital			Retained Deficit			Treasury Stock			Other Comprehensive Income (Loss) Foreign Currency Translation			Other Comprehensive Income (Loss) on Cash Flow Hedges			Total Stockholders’ Deficit
BALANCE, January 1, 2011	$	88	$	-		$	(2,516,315	)	$	(1,023	)	$	(9,065	)	$	(17,185	)	$	(2,543,500	)
Net income							106,305												106,305
Foreign currency translation adjustment, net of tax of $2,571													(4,194	)					(4,194	)
Reclassification of cash flow hedges into earnings, net of tax of $3,180																5,188			5,188
Unrealized gain on cash flow hedges, net of tax of $2,582																4,213			4,213
Total comprehensive income																			111,512
Purchase of stock at cost (214,764 Class A shares)										(2,267	)								(2,267	)
Executive Deferred Compensation Plan contributions				2,136															2,136
Stock options exercised including related tax benefits (58,000 Class A shares)				128															128
Share based compensation				1,554															1,554
Accretion of Class L common stock priority return preference				(3,818	)		(133,757	)											(137,575	)
BALANCE, September 30, 2011	$	88	$	—		$	(2,543,767	)	$	(3,290	)	$	(13,259	)	$	(7,784	)	$	(2,568,012	)
BALANCE, January 1, 2010	$	88	$	—		$	(2,408,770	)	$	(53	)	$	(4,147	)	$	(12,583	)	$	(2,425,465	)
Net income							63,867												63,867
Foreign currency translation adjustment, net of tax of $4,313													(7,037	)					(7,037	)
Unrealized loss on cash flow hedges, net of tax of $6,094																(9,943	)		(9,943	)
Total comprehensive income																			46,887
Purchase of stock at cost (16,779 Class A shares)										(151	)								(151	)
Executive Deferred Compensation Plan contributions				(579	)														(579	)
Stock options exercised including related tax benefits (58,400 Class A shares)				122															122
Share based compensation				1,563															1,563
Accretion of Class L common stock priority return preference				(1,106	)		(122,591	)											(123,697	)
BALANCE, September 30, 2010	$	88	$	-		$	(2,467,494	)	$	(204	)	$	(11,184	)	$	(22,526	)	$	(2,501,320	)

The accompanying notes are an integral part of these financial statements.

7

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS

Business Description—West Corporation (the “Company” or “West”) is a leading provider of technology-driven, outsourced communications services. “We,” “us” and “our” also refer to West and its consolidated subsidiaries, as applicable. The scale and processing capacity of our proprietary technology platforms, combined with our expertise in managing voice and data transactions, enable us to offer a broad portfolio of services, including conferencing and collaboration, alerts and notifications, emergency communications and business processing outsourcing. Our services provide reliable, high-quality, mission critical communications designed to maximize return on investment for our clients. Our clients include Fortune 1000 companies, along with small and medium enterprises in a variety of industries, including telecommunications, banking, retail, financial services, public safety, technology and healthcare. We have sales and operations in the United States, Canada, Europe, the Middle East, Asia Pacific and Latin America.

We operate in two business segments:

• Unified Communications, including conferencing and collaboration services, event services, alerts and notification services and IP-based unified communication solutions; and

• Communication Services, including emergency communication services, automated call processing and

agent-based services.

Unified Communications

— Conferencing & Collaboration Services. Operating under the InterCall^® brand, we are the largest conferencing services provider in the world based on conferencing revenue, according to Wainhouse Research, and managed over 115 million conference calls in 2010. We provide our clients with an integrated global suite of meeting replacement services. These include on-demand automated conferencing services, video management services and web-based collaboration tools that allow clients to make presentations and share applications and documents over the Internet, as well as video conferencing applications that allow clients to experience real-time video presentations and conferences.

— Event Services. InterCall offers an event services team to help clients who would like extra assistance planning, conducting and gathering report information for large scale or high-value meetings or conferences. Event services include audio and video streaming services, virtual event design and hosting, and operator-assisted audio conferencing services.

— Alerts & Notifications Services. Our proprietary technology platforms allow clients to manage and deliver automated personalized communications. We use multiple delivery channels (voice, text messaging, email and fax) based on the preferences of the recipient. For example, we deliver patient notifications, appointment reminders and prescription reminders on behalf of our healthcare clients, provide travelers with flight arrival and departure updates on behalf of our transportation clients send and receive automated outage notifications and payment reminders on behalf of our utility clients and transmit emergency evacuation notices on behalf of municipalities. Our scalable platform enables a high volume of messages to be sent in a short amount of time. Our platforms also enable two-way communications which allow the recipients of a message to respond with relevant information to our clients.

8

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

— IP-Based Unified Communications Solutions. We provide our clients with enterprise class IP-based communications solutions enabled by our technology. We offer cloud-based IP-private branch exchange (PBX) call management and multi-protocol label switching (MPLS) network solutions, cloud-based security services, and integrated conferencing/desktop messaging and presence tools. We support these solutions with a range of professional sales engineering and systems integration services. We provide our clients with advice and the technology solutions to integrate their corporate communications.

Communication Services

—Platform-Based Services

— Emergency Communications Services. We believe we are one of the largest providers of emergency communications services, based on the number of 9-1-1 calls that we and other participants in the industry facilitate. Our services are critical in facilitating public safety agencies’ ability to receive emergency calls from citizens. Our clients generally enter into long-term contracts and fund their obligations through monthly charges on users’ telephone bills.

— Automated Call Processing. We believe we have developed a best-in-class automated customer service platform. Our services allow our clients to effectively communicate with their customers through inbound and outbound interactive voice response (IVR) applications using natural language speech recognition, automated voice prompts and network-based call routing services. In addition to these front-end customer service applications, we also provide analyses that help our clients improve their automated communications strategy. Our open standards-based platform allows the flexibility to integrate new capabilities, such as mobility, social media and cloud-based services.

— Agent-Based Services. We provide our clients with large-scale, agent-based services, including inbound customer care, customer acquisition and retention, business-to-business sales and account management, overpayment identification and recovery services, and receivables management solutions. We target opportunities to provide our agent-based services as part of larger strategic client engagements and with clients for whom these services can add value. We believe that we are known in the industry as a premium provider of these services. We have a flexible model with on-shore, off-shore and virtual home-based capabilities to fit our clients’ needs.

Basis of Consolidation—The unaudited condensed consolidated financial statements include the accounts of West and our wholly-owned subsidiaries and reflect all adjustments (all of which are normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the financial position, operating results and cash flows for the interim periods. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on

9

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Form 10-K for the year ended December 31, 2010. All intercompany balances and transactions have been eliminated. Our results for the three and nine months ended September 30, 2011 are not necessarily indicative of what our results will be for other interim periods or for the full fiscal year.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition—In our Unified Communications segment, our conferencing and collaboration services, event services and IP-based unified communications solutions are generally billed and revenue recognized on a per participant minute basis or per seat basis and our alerts and notifications services are generally billed, and revenue recognized, on a per message or per minute basis. We also charge clients for additional features, such as conference call recording, transcription services or professional services. Our Communication Services segment recognizes revenue for platform-based and agent-based services in the month that services are performed and services are generally billed based on call duration, hours of input, number of calls or a contingent basis. Emergency communications services revenue within the Communication Services segment is generated primarily from monthly fees based on the number of billing telephone numbers and cell towers covered under contract. In addition, product sales and installations are generally recognized upon completion of the installation and client acceptance of a fully functional system or, for contracts that are completed in stages recognized upon completion of such stages. As it relates to installation sales, as of January 1, 2010, we early adopted new revenue recognition guidance for multiple element arrangements. For contracts entered into prior to January 1, 2010, revenue associated with advance payments was deferred until the system installations are completed. Costs incurred on uncompleted contracts are accumulated and recorded as deferred costs until the system installations are completed. This guidance was adopted prospectively and specifically for the product sales and installation services for the emergency communications services revenue. Contracts for annual recurring services such as support and maintenance agreements are generally billed in advance and are recognized as revenue ratably (on a monthly basis) over the contractual periods. Nonrefundable up-front fees and related costs are recognized ratably over the term of the contract except in certain instances where the future benefit is linked to the customer relationship, which may necessitate a longer recognition period.

Revenue for contingent collection services and overpayment identification and recovery services is recognized in the month collection payments are received based upon a percentage of cash collected or other agreed upon contractual parameters. In December 2010, we sold the balance of the investment in receivable portfolios and no longer purchase receivables for collection. Prior to the sale, we used either the level-yield method or the cost recovery method to recognize revenue on these purchased receivable portfolios.

Common Stock—Our equity investors (i.e., an investment group led by Thomas H. Lee Partners, L.P. and Quadrangle Group, LLC (the “Sponsors”), Mary and Gary West, who are the founders of West (the “Founders”) and certain members of management) own a combination of Class L and Class A shares (in strips of eight Class A shares and one Class L share per strip). Supplemental management incentive equity awards (restricted stock and option programs) have been implemented with Class A shares/options only. General terms of these securities are:

Class L shares: Each Class L share is entitled to a priority return preference equal to the sum of (x) $90 per share base amount plus (y) an amount sufficient to generate a 12% internal rate of return (“IRR”) on that base amount, compounded quarterly, from the date of the recapitalization in which the Class L shares were originally issued, October 24, 2006 until the priority return preference is paid in full. Each Class L share also participates in any equity appreciation beyond the priority return on the same per share basis as the Class A shares.

10

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Class A shares: Class A shares participate in the equity appreciation after the Class L priority return is satisfied.

Voting: Each share (whether Class A or Class L) is entitled to one vote per share on all matters on which stockholders vote, subject to Delaware law regarding class voting rights.

Distributions: Dividends and other distributions to stockholders in respect of shares, whether as part of an ordinary distribution of earnings, as a leveraged recapitalization or in the event of an ultimate liquidation and distribution of available corporate assets, are to be paid as follows. First, holders of Class L shares are entitled to receive an amount equal to the Class L base amount of $90 per share plus an amount sufficient to generate a 12% IRR on that base amount, compounded quarterly, from the closing date of the recapitalization to the date of payment. Second, after payment of this priority return to Class L holders, the holders of Class A shares and Class L shares participate together, as a single class, in any and all distributions by the Company.

Conversion of Class L shares: Class L shares automatically convert into Class A shares prior to an initial public offering (“IPO”). Also, the board of directors may elect to cause all Class L shares to be converted into Class A shares in connection with a transfer (by stock sale, merger or otherwise) of a majority of all common stock to a third party (other than to Thomas H. Lee Partners, LP and its affiliates). In the case of any such conversion (whether at an IPO or sale), if any unpaid Class L priority return (base $90/share plus accrued 12% IRR) remains unpaid at the time of conversion it will be “paid” in additional Class A shares valued at the deal price (in case of IPO, at the IPO price net of underwriter’s discount); that is, each Class L share would convert into a number of Class A shares equal to (i) one plus (ii) a fraction, the numerator of which is the unpaid priority return on such Class L share and the denominator of which is the value of a Class A share at the time of conversion.

As the Class L stockholders control a majority of the votes of the board of directors through direct representation on the board of directors and the conversion and redemption features are considered to be outside the control of the Company, all shares of Class L common stock have been presented outside of permanent equity in accordance with ASC 480-10-S99, Classification and Measurement of Redeemable Securities. At September 30, 2011 and December 31, 2010, the 12% priority return preference has been accreted and included in the Class L share balance.

A reconciliation of the Class L common shares is presented below, in thousands:

	Nine months ended September 30, 2011			Nine months ended September 30, 2010
Beginning of period balance	$	1,504,445		$	1,332,721
Accretion of class L common stock priority return preference		137,575			123,697
Executive Deferred Compensation Plan activity		2,825			839
Purchase of Class L shares		(2,562	)		—
End of period balance	$	1,642,283		$	1,457,257

Cash and Cash Equivalents—We consider short-term investments with original maturities of three months or less at acquisition to be cash equivalents.

11

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Trust and Restricted Cash—Trust cash represents cash collected on behalf of our clients that has not yet been remitted to them. A related liability is recorded in accounts payable until settlement with the respective clients. Restricted cash primarily represents cash held as collateral for certain letters of credit.

Foreign Currency and Translation of Foreign Subsidiaries—The functional currencies of our foreign operations are the respective local currencies. All assets and liabilities of our foreign operations are translated into U.S. dollars at fiscal period-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal period. The resulting translation adjustments are recorded as a component of stockholders’ deficit and comprehensive income. Foreign currency transaction gains or losses are recorded in the statement of operations.

Subsequent Events—In accordance with the provisions of ASC 855, we have evaluated subsequent events. No subsequent events requiring recognition were identified and therefore none were incorporated into the condensed consolidated financial statements presented herein.

Recent Accounting Pronouncements—In December 2010, the Financial Accounting Standards Board (“FASB”) issued guidance requiring an entity, such as the Company, with reporting units that have carrying amounts that are zero or negative to assess whether it is more likely than not that the reporting units’ goodwill is impaired. The Company is required to perform step two of the goodwill impairment test if there are any adverse qualitative factors indicating that an impairment may exist for their reporting units with a zero or negative carrying value. This guidance became effective for the Company January 1, 2011 and the adoption had no effect on our financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU No. 2011- 05, Comprehensive Income (Topic 220), requiring entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. Reclassification adjustments between net income and other comprehensive income must be shown on the face of the statement(s), with no resulting change in net earnings. ASU No. 2011- 05 is effective for statements issued by the Company after January 1, 2012. The Company will provide the required financial reporting presentation upon the effective date.

In September 2011 the FASB issued ASU No. 2011- 08, Intangibles-Goodwill and Other (Topic 350), permitting entities the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. ASU No. 2011- 08 is effective for the Company January 1, 2012 and the adoption is not expected to have an effect on our financial position, results of operations or cash flows.

2. ACQUISITIONS

PivotPoint

On August 10, 2011, we completed the acquisition of substantially all of the telecommunication business assets of PivotPoint Solutions, LLC (“PivotPoint”), a provider of wireless location accuracy compliance reporting, analysis and optimization. PivotPoint’s technology allows wireless carriers to monitor and optimize their location finding networks. The purchase price was $22.9 million and was funded by cash on hand and partial use of our revolving credit facilities. The results of the acquired PivotPoint assets have been included in the Communication Services segment since August 10, 2011.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Contact One

On June 7, 2011, we completed the acquisition of substantially all of the assets of Contact One, Inc. (“Contact One”), a provider of 9-1-1 database, mapping/GIS (Geographic Information System) and 9-1-1 products and services. The purchase price was $7.6 million and was funded by cash on hand. The results of the acquired Contact One assets have been included in the Communication Services segment since June 7, 2011.

Smoothstone

On June 3, 2011, we completed the acquisition of Smoothstone IP Communications Corporation (“Smoothstone”), a provider of cloud-based communications for the enterprise. The acquisition of Smoothstone added cloud-based IP telephony and network management to our Unified Communications solutions portfolio. The purchase price was $120.7 million and was funded by cash on hand and partial use of our revolving credit facilities. The results of Smoothstone have been included in the Unified Communications segment since June 3, 2011.

Unisfair

On March 1, 2011, we completed the acquisition of Unisfair, Inc. (“Unisfair”), a provider of hosted virtual events and business environments. These virtual events and environments offer a highly interactive experience through speaking sessions, exhibition floors and networking areas that support many business purposes, including sales and lead generation, training, product marketing and corporate and employee communications. The addition of Unisfair enhances our virtual event offering by permitting us to offer a complete end-to-end solution on a proprietary platform within our Unified Communications segment. The purchase price was $19.5 million and was funded by cash on hand. The results of Unisfair have been included in the Unified Communications segment since March 1, 2011.

TFCC

On February 1, 2011, we completed the acquisition of Twenty First Century Communications, Inc. (“TFCC”), a provider of automated alerts and notification solutions to the electric utilities industry, government, public safety and corporate markets. The addition of TFCC enhances our alerts and notifications platform and our position as a service provider to the U.S. utility industry. The purchase price was $40.5 million and was funded by cash on hand and partial use of our revolving credit facilities. The results of TFCC have been included in the Unified Communications segment since February 2, 2011.

POSTcti

On February 1, 2011, we completed the acquisition of Preferred One Stop Technologies Limited (“POSTcti”), a provider of unified communications solutions and services in Europe. POSTcti enables and provides single source communication convergence from best-of-breed industry-leading providers, combined with customized professional services implementation and dedicated ongoing product support. The purchase price included $4.3 million of non-contingent consideration paid in Sterling at closing and was funded with cash on hand. The purchase agreement for POSTcti also includes a three year contingent earn-out provision with a maximum payment of approximately £12.0 million and £0.4 million (approximately $18.7 million and $0.6 million at the September 30, 2011 exchange rate) of additional non-contingent deferred consideration withheld to secure sellers’ indemnification obligations. Based on a weighted average probability analysis, we have accrued $8.5 million at September 30, 2011 for the contingent earn-out. The results of the acquired POSTcti assets have been included in the Unified Communications segment since February 1, 2011.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

SPN

On November 9, 2010, we completed the acquisition of substantially all of the assets of Specialty Pharmacy Network, Inc. (“SPN”), a provider of billing and management information to payers and providers that participate in managing, administering and paying specialty pharmacy claims. SPN’s primary offering is a server based application whose data mining capabilities allow SPN to identify indicators of medical claim overpayment based on a proprietary library of pharmacy edits. The purchase price was $3.5 million and was funded by cash on hand. The results of the acquired SPN assets have been included in the Communication Services segment since November 9, 2010.

TuVox

On July 21, 2010, we completed the acquisition of TuVox Incorporated (“TuVox”), a provider of on-demand and interactive voice recognition applications. The purchase price was $16.5 million and was funded by cash on hand. The results of operations for TuVox have been included in the Communication Services segment since July 21, 2010.

Total acquisition costs expensed during the three and nine months ended September 30, 2011 were $0.4 million and $2.6 million, respectively, compared to $0.4 million and $1.3 million for the three and nine months ended September 30, 2010.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the respective acquisition dates for PivotPoint, Contact One, Smoothstone, Unisfair, TFCC, POSTcti, SPN and TuVox. The finite lived intangible assets are comprised of trade names, technology, non-competition agreements and customer relationships. We are in the process of completing the valuation of certain intangible assets and the acquisition accounting allocation, and accordingly the information presented with respect to the acquisitions of PivotPoint, Contact One, Smoothstone, Unisfair, TFCC, POSTcti and SPN are provisional and subject to adjustment.

(Amounts in thousands)	PivotPoint		Contact One			Smoothstone			Unisfair			TFCC		POSTcti			SPN		TuVox
Working Capital	$	91	$	(390	)	$	(423	)	$	(3,694	)	$	1,080	$	(1,255	)	$	—	$	(1,245	)
Property and equipment		307		56			1,484			339			3,304		18			—		242
Other assets, net		30		—			—			42			—		—			—		10,365
Intangible assets		10,791		2,785			48,610			10,960			17,250		3,859			550		7,907
Goodwill		11,650		5,189			90,551			15,305			18,870		10,208			2,988		1,212
Total assets acquired		22,869		7,640			140,222			22,952			40,504		12,830			3,538		18,481
Non-current deferred taxes		—		—			18,472			3,452			—		—			—		2,030
Long-term liabilities		—		—			1,047			—			—		8,537			—		—
Total liabilities assumed		—		—			19,519			3,452			—		8,537			—		2,030
Net assets acquired	$	22,869	$	7,640		$	120,703		$	19,500		$	40,504	$	4,293		$	3,538	$	16,451

Pro forma

Assuming acquisitions made since January 1, 2010, occurred as of the beginning of the periods presented, our unaudited pro forma results of operations for the three and nine months ended September 30, 2011 and 2010, respectively, would have been as follows, in thousands:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Revenue	$	633,286		$	611,759		$	1,889,420		$	1,853,911
Net Income (Loss)	$	37,627		$	(11,640	)	$	103,902		$	52,913
Earnings per common L share - basic	$	4.81		$	4.31		$	13.78		$	12.41
Earnings per common L share - diluted	$	4.62		$	4.13		$	13.22		$	11.90
Loss per common A share - basic	$	(0.12	)	$	(0.62	)	$	(0.37	)	$	(0.80	)
Loss per common A share- diluted	$	(0.12	)	$	(0.62	)	$	(0.37	)	$	(0.80	)

The pro forma results above are not necessarily indicative of the operating results that would have actually occurred if the acquisitions had been in effect on the date indicated, nor are they necessarily indicative of future results of the combined companies.

3. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the activity in goodwill by reporting segment, in thousands, for the nine months ended September 30, 2011:

	Unified Communications		Communication Services			Consolidated
Balance at December 31, 2010	$	843,558	$	823,513		$	1,667,071
Acquisitions		134,934		16,839			151,773
Acquisition accounting adjustments		—		(2,907	)		(2,907	)
Foreign currency translation adjustment		990		(262	)		728
Gross carrying value at September 30, 2011		979,482		837,183			1,816,665
Impairment in 2010		—		(37,675	)		(37,675	)
Balance at September 30, 2011	$	979,482	$	799,508		$	1,778,990

The excess of the acquisition costs over the fair value of the assets acquired and liabilities assumed for the purchase of PivotPoint, Contact One, Smoothstone, Unisfair, TFCC, POSTcti and SPN were assigned to goodwill based on preliminary estimates. We are in the process of completing the acquisition accounting for certain intangible assets and liabilities. The process of completing the acquisition accounting involves numerous time consuming steps for information gathering, verification and review. We expect to finalize this process within twelve months following the respective acquisition dates. Goodwill recognized for PivotPoint, Contact One, Smoothstone, Unisfair, TFCC, POSTcti, and SPN at September 30, 2011 was approximately $11.7 million, $5.2 million, $90.6 million, $14.7 million, $18.9 million, $10.1 million and $3.0 million, respectively. During the third quarter of 2011 we finalized our acquisition accounting for the acquisition of TuVox. As a result of this finalization goodwill was reduced $0.3 million for a final working capital / escrow settlement.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Factors contributing to the recognition of goodwill

Factors that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of the PivotPont assets included PivotPonts’s expertise in location accuracy compliance reporting mandated by the Federal Communications Commission, expansion of 9-1-1 products and services, market expansion and operational efficiencies.

Factors that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of the Contact One assets included Contact One’s expertise in 9-1-1 database, mapping/GIS and expansion of 9-1-1 products and services.

Factors that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of Smoothstone included a complete product portfolio of cloud-based, network-centric Unified Communications solutions, a flexible deployment model which enables a menu of solutions to be implemented to replace or complement customers’ existing on-premise equipment, expansion of the target market of potential clients and capital expenditure and operating cost avoidance.

A factor that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of Unisfair included enhancement of our virtual events and business environment services offering.

Factors that contributed to a purchase price resulting in the recognition of goodwill, deductible for tax purposes, for the purchase of TFCC included expansion of our presence in emergency alerts and notification services particularly in the utilities industry and the potential to drive additional services into this market.

A factor that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of the POSTcti assets included the expansion of our hosted and managed unified communications solutions to Europe.

Factors that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of the SPN assets included SPN’s expertise and the large market opportunity in pharmacy insurance claims.

Other intangible assets

Below is a summary of the major intangible assets and weighted average amortization periods (in years) for each identifiable intangible asset, in thousands:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	As of September 30, 2011							Weighted Average Amortization Period (Years)
Intangible assets	Acquired Cost		Accumulated Amortization			Net Intangible Assets
Customer lists	$	531,446	$	(321,568	)	$	209,878		9.2
Technology & Patents		132,981		(60,026	)		72,955		10.3
Trade names		51,110		—			51,110		Indefinite
Trade names (finite-lived)		22,785		(11,390	)		11,395		4.3
Other intangible assets		14,454		(9,473	)		4,981		4.6
Total	$	752,776	$	(402,457	)	$	350,319

	As of December 31, 2010							Weighted Average Amortization Period (Years)
Intangible assets	Acquired Cost		Accumulated Amortization			Net Intangible Assets
Customer lists	$	473,144	$	(289,889	)	$	183,255		9.0
Technology & Patents		102,311		(47,376	)		54,935		10.5
Trade names		58,710		—			58,710		Indefinite
Trade names (finite-lived)		12,379		(10,170	)		2,209		4.3
Other intangible assets		10,641		(10,065	)		576		5.6
Total	$	657,185	$	(357,500	)	$	299,685

Amortization expense for finite-lived intangible assets for the three and nine months ended September 30, 2011 and 2010, in thousands, was:

	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010
Finite-lived intangible asset amortization	$	16,153	$	15,009	$	45,724	$	47,188

Estimated annual amortization expense for the intangible assets noted above for 2011 and the next five years is as follows:

2011	$59.5 million
2012	$56.5 million
2013	$49.7 million
2014	$41.6 million
2015	$34.0 million
2016	$25.9 million

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4. ACCRUED EXPENSES

Accrued expenses, in thousands, consisted of the following as of:

	September 30,		December 31,
	2011		2010
Accrued wages	$	67,851	$	46,673
Deferred revenue and customer deposits		67,502		48,845
Interest payable		60,711		31,318
Accrued other taxes (non-income related)		39,729		38,846
Accrued phone		33,190		25,568
Income taxes payable		20,142		1,055
Accrued employee benefit costs		15,466		17,214
Interest rate hedge position		8,391		26,123
Accrued lease expense		6,884		8,695
Accrued settlements		468		4,307
Other current liabilities		31,895		35,344
	$	352,229	$	283,988

5. LONG-TERM OBLIGATIONS

Long-term debt is carried at amortized cost. Long-term obligations, in thousands, consist of the following as of:

	September 30,			December 31,
	2011			2010
Senior Secured Term Loan Facility, due 2013	$	448,434		$	450,210
Senior Secured Term Loan Facility, due 2016		1,467,931			1,483,356
11% Senior Subordinated Notes, due 2016		450,000			450,000
8 5/8% Senior Notes, due 2018		500,000			500,000
7 7/8% Senior Notes, due 2019		650,000			650,000
		3,516,365			3,533,566
Less: current maturities		(11,569	)		(15,425	)
Long-term obligations	$	3,504,796		$	3,518,141

6. HEDGING ACTIVITIES

Periodically, we have entered into interest rate swaps to hedge the cash flows from our variable rate debt, which effectively converts the hedged portion to fixed rate debt on our outstanding senior secured term loan facility. The initial assessments of hedge effectiveness were performed using regression analysis. The periodic measurements of hedge ineffectiveness are performed using the change in variable cash flows method.

The cash flow hedges are recorded at fair value with a corresponding entry, net of taxes, recorded in other comprehensive income (“OCI”) until earnings are affected by the hedged item. At September 30, 2011, the notional amount of debt outstanding under the six interest rate swap agreements was $1.0 billion. The fixed interest rate on the six interest rate swaps range from 1.685% to 2.60%. During the three months ended September 30, 2011, three interest rate swaps with a notional value of $400.0 million matured. The interest rate on these three interest rate swaps ranged from 3.38% to 3.532%.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents, in thousands, the fair value of our derivatives and consolidated balance sheet location.

	Liability Derivatives
	September 30, 2011			December 31, 2010
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps	Accrued expenses	$	8,391	Accrued expenses	$	21,765
Interest rate swaps	Other long-term liabilities		3,630	Other long-term liabilities		5,725
			12,021			27,490
Derivatives not designated as hedging instruments:
Interest rate swaps	Accrued expenses		—	Accrued expenses		4,358
Total derivatives		$	12,021		$	31,848

The following presents, in thousands, the impact of interest rate swaps on the consolidated statement of operations for the three and nine months ended September 30, 2011 and 2010, respectively.

Derivatives designated	Amount of gain (loss) recognized in OCI for the three months ended September 30,					Location of gain (loss) reclassified from OCI into net income		Amount of gain (loss) reclassified from OCI into net income  for the three months ended September 30,					Amount of gain (loss) recognized in net income on hedges (ineffective portion) for the three months ended September 30,
as hedging instruments	2011		2010					2011			2010		2011		2010
Interest rate swaps	$	2,058	$	(3,045	)		Interest expense	$	(1,297	)	$	—	$	—	$	(60	)
	For the nine months ended September 30,							For the nine months ended September 30,					For the nine months ended September 30,
	2011		2010					2011			2010		2011		2010
Interest rate swaps	$	4,213	$	(9,943	)		Interest expense	$	(5,188	)	$	—	$	202	$	(6	)

7. FAIR VALUE DISCLOSURES

Accounting Standards Codification 820 Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. ASC 820:

Defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date; and

Establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the hierarchy are defined as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument.

Level 3 inputs are unobservable inputs for assets or liabilities.

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

Trading Securities (Asset). The assets held in the West Corporation Executive Retirement Savings Plan and the West Corporation Non-qualified Deferred Compensation Plan represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with ASC 320 considering the employee’s ability to change the investment allocation of their deferred compensation at any time. Quoted market prices are available for these securities in an active market, therefore, the fair value of these securities is determined by Level 1 inputs.

Interest rate swaps. The effect of the interest rate swaps is to change a variable rate debt obligation to a fixed rate for that portion of the debt that is hedged. We record the interest rate swaps at fair value. The fair value of the interest rate swaps is based on a model whose inputs are observable (LIBOR swap rates); therefore, the fair value of these interest rate swaps is based on a Level 2 input.

Assets and liabilities measured at fair value on a recurring basis at September 30, 2011 and December 31, 2010, in thousands, are summarized below:

			Fair Value Measurements at September 30, 2011 Using:
Description	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets / Liabilities at Fair Value
Assets
Trading securities	$	27,261	$	27,261	$	—	$	—	$	27,261
Liabilities
Interest rate swaps	$	12,021	$	—	$	12,021	$	—	$	12,021

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

			Fair Value Measurements at December 31, 2010 Using:
Description	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets / Liabilities at Fair Value
Assets
Trading securities	$	26,834	$	26,834	$	—	$	—	$	26,834
Liabilities
Interest rate swaps	$	31,848	$	—	$	31,848	$	—	$	31,848

The following table sets forth the fair value of our long-term debt based on market quotes compared to the carrying amount, in millions, as of the dates indicated:

September 30, 2011		December 31, 2010
Fair Value	Carrying Value	Fair Value	Carrying Value
$ 3,449.9	$3,516.4	$3,604.6	$3,533.6

8. STOCK-BASED COMPENSATION

The 2006 Executive Incentive Plan (“EIP”) was established to advance the interests of the Company and its affiliates by providing for the grant to participants of stock-based and other incentive awards. Awards under the EIP are intended to align the incentives of the Company’s executives and investors and to improve the performance of the Company. The administrator, subject to approval by the board, will select participants from among those key employees and directors of, and consultants and advisors to, the Company or its affiliates who, in the opinion of the administrator, are in a position to make a significant contribution to the success of the Company and its affiliates. A maximum of 359,986 Equity Strips (each comprised of eight shares of Class A common stock and one share of Class L common stock), in each case pursuant to rollover options (“Management Rollover Options”), were authorized to be delivered in satisfaction of rollover option awards under the EIP. In addition, an aggregate maximum of 11,276,291 shares of Class A common stock may be delivered in satisfaction of other awards under the EIP.

In general, stock options granted under the EIP become exercisable over a period of five years, with 20% of the stock option becoming vested and exercisable at the end of each year. Once an option has vested, it generally remains exercisable during the continuation of the option holder’s service until the tenth anniversary of the date of grant.

Stock Options

The following table presents the stock option activity under the EIP for the nine months ended September 30, 2011 and 2010, respectively:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

				Options Outstanding
	Options Available for Grant			Number of Options			Weighted Average Exercise Price
Balance at January 1, 2010		454,347			2,501,500		$	2.42
Granted		(235,000	)		235,000			9.04
Canceled		99,600			(99,600	)		(3.40	)
Exercised		—			(58,400	)		(2.12	)
Balance at September 30, 2010		318,947			2,578,500		$	3.00
Balance at January 1, 2011		333,447			2,544,000		$	3.00
Granted		(160,000	)		160,000			10.60
Canceled		79,500			(79,500	)		(5.63	)
Exercised		—			(58,000	)		(2.20	)
Balance at September 30, 2011		252,947			2,566,500		$	3.41

At September 30, 2011, we expect that approximately 72% of options granted will vest over the vesting period.

At September 30, 2011, the intrinsic value of vested options was approximately $13.7 million.

The following table summarizes the information on the options granted under the EIP at September 30, 2011:

Outstanding								Exercisable
Range of Exercise Prices		Number of Options		Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
$	1.64		1,731,500		5.19	$	1.64		1,375,500	$	1.64
	3.61		220,000		7.25		3.61		88,000		3.61
	6.36		255,000		6.33		6.36		153,000		6.36
	9.04		205,000		8.58		9.04		41,000		9.04
	10.60		155,000		9.33		10.60		—		—
$	1.64 - $10.60		2,566,500		6.00	$	3.41		1,657,500	$	2.36

We account for the stock option grants under the EIP in accordance with Accounting Standards Codification 718 Compensation-Stock Compensation (“ASC 718”). The fair value of option awards granted under the EIP during 2011 and 2010 were $3.92 and $4.09 per option, respectively. We have estimated the fair value of EIP option awards on the grant date using a Black-Scholes option pricing model that uses the assumptions noted in the following table.

	2011			2010
Risk-free interest rate		1.87	%		3.11	%
Dividend yield		0.0	%		0.0	%
Expected volatility		33.2	%		40.0	%
Expected life (years)		6.5			6.5

The risk-free rate for periods within the expected life of the option is based on the zero-coupon U.S. government treasury strip with a maturity which approximates the expected life of the option at the time of grant.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

There was approximately $2.2 million and $4.0 million unrecorded and unrecognized compensation cost related to unvested, time vesting, share based compensation stock options under the EIP at September 30, 2011 and 2010, respectively.

Executive Management Rollover Options

During the three and nine months ended September 30, 2011, no Management Rollover Options were exercised. At September 30, 2011, 287,326 Equity Strip options were fully vested and outstanding. The aggregate intrinsic value of these equity strip options was approximately $47.0 million.

Stock-Based Compensation Expense

The components of stock-based compensation expense, in thousands, are presented below:

	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010
Stock options	$	170	$	162	$	517	$	446
Restricted stock		346		368		1,037		1,117
Deferred compensation - notional shares		718		424		1,983		1,119
	$	1,234	$	954	$	3,537	$	2,682

9. EARNINGS PER SHARE

On October 2, 2009, the Company announced its intention to commence an equity offering and accordingly is providing the following information related to earnings per share.

We have two classes of common stock (Class L common stock and Class A common stock). Each Class L share is entitled to a priority return preference equal to the sum of (x) $90 per share base amount plus (y) an amount sufficient to generate a 12% internal rate of return on that base amount from the date of the recapitalization until the priority return preference is paid in full. Each Class L share also participates in any equity appreciation beyond the priority return on the same per share basis as the Class A shares. Class A shares participate in the equity appreciation after the Class L priority return is satisfied.

The Class L common stock is considered a participating stock security requiring use of the “two-class” method for the computation of basic net income (loss) per share in accordance with ASC 260 Earnings Per Share. Losses are not allocated to the Class L common stock in the computation of basic earnings per share as the Class L common stock is not obligated to share in losses.

Basic earnings per share (“EPS”) excludes the effect of common stock equivalents and is computed using the “two-class” computation method, which divides earnings attributable to the Class L preference from total earnings. Any remaining income or loss is attributed to the Class A shares. Diluted earnings per share reflects the

23

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

potential dilution that could result if options or other contingently issuable shares were exercised or converted into common stock and notional shares from the Deferred Compensation Plan were granted. Diluted earnings per common share assumes the exercise of stock options using the treasury stock method.

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Net Income (Loss)	$	37,347		$	(8,429	)	$	106,305		$	63,867
Less: accretion of Class L Shares (1)		48,020			42,964			137,575			123,697
Net loss attributable to Class A Shares	$	(10,673	)	$	(51,393	)	$	(31,270	)	$	(59,830	)

(1) The Class L shareholders are allocated their priority return which is equivalent to the accretion, while any losses are allocated to Class A shareholders as the Class L shareholders do not have a contractual obligation to share in losses.

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Earnings (Loss) Per Common Share
Basic - Class L Shares	$	4.81		$	4.31		$	13.78		$	12.41
Basic - Class A Shares	$	(0.12	)	$	(0.58	)	$	(0.36	)	$	(0.68	)
Diluted - Class L Shares	$	4.62		$	4.13		$	13.22		$	11.90
Diluted - Class A Shares	$	(0.12	)	$	(0.58	)	$	(0.36	)	$	(0.68	)
Weighted Average Number of Shares Outstanding
Basic - Class L Shares		9,975			9,971			9,983			9,971
Basic and Diluted - Class A Shares		87,865			87,890			87,926			87,955
Dilutive impact of stock options
Class L Shares		428			427			425			424
Diluted Class L Shares		10,403			10,398			10,408			10,395

24

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For purposes of calculating the diluted earnings per share for the Class A shares, 2.6 million options outstanding to purchase Class A shares at September 30, 2011 and 2010 have been excluded from the computation of diluted Class A shares outstanding because the income allocable to the Class A shares is a loss therefore the effect is anti-dilutive.

10. BUSINESS SEGMENTS

Unified Communications, including conferencing and collaboration services, event services, alerts and notification services and IP-based unified communication solutions; and

Communication Services, including emergency communications, automated call processing and agent-based services.

	For the three months ended September 30,						For the nine months ended September 30,
	2011			2010			2011			2010
	(amounts in thousands)
Revenue:
Unified Communications	$	352,090		$	307,572		$	1,030,249		$	915,817
Communication Services		283,994			286,466			844,403			877,280
Intersegment eliminations		(3,281	)		(1,628	)		(8,211	)		(4,317	)
Total	$	632,803		$	592,410		$	1,866,441		$	1,788,780
Operating Income:
Unified Communications	$	100,279		$	81,661		$	290,760		$	242,509
Communication Services		31,668			(7,792	)		82,745			67,082
Total	$	131,947		$	73,869		$	373,505		$	309,591
Depreciation and Amortization
(Included in operating income, excludes 2010 goodwill impairment)
Unified Communications	$	21,794		$	20,170		$	64,021		$	66,479
Communication Services		22,337			21,876			63,895			61,884
Total	$	44,131		$	42,046		$	127,916		$	128,363
Capital Expenditures:
Unified Communications	$	13,257		$	9,881		$	32,599		$	34,294
Communication Services		12,678			10,629			32,776			33,556
Corporate		3,026			3,605			6,939			16,975
Total	$	28,961		$	24,115		$	72,314		$	84,825

	As of September 30, 2011		As of December 31, 2010
	(amounts in thousands)
Assets:
Unified Communications	$	1,634,220	$	1,401,242
Communication Services		1,359,746		1,375,643
Corporate		228,906		228,365
Total	$	3,222,872	$	3,005,250

25

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For the three and nine months ended September 30, 2011 and 2010, our largest 100 clients represented the following percentages of our total revenue:

Three months ended September 30,		Nine months ended September 30,
2011	2010	2011	2010
55%	58%	55%	57%

The aggregate revenue as a percentage of our total revenue from our largest client, AT&T, during the three months ended September 30, 2011 and 2010 was approximately 9% and 10%, respectively. During the nine months ended September 30, 2011 and 2010 the aggregate revenue as a percentage of our total revenue from AT&T was 10% and 11%, respectively. No other client represented more than 10% of our aggregate revenue for the three and nine months ended September 30, 2011 and 2010.

For the three and nine months ended September 30, 2011 and 2010, revenues from non-U.S. countries as a percentage of consolidated revenue were:

Three months ended September 30,		Nine months ended September 30,
2011	2010	2011	2010
20%	16%	20%	16%

During these periods no individual foreign country accounted for greater than 10% of revenue. Revenue is attributed to an organizational region based on location of the billed customer’s account. Geographic information by organizational region, in thousands, is noted below.

	For the three months ended September 30,				For the nine months ended September 30,
	2011		2010		2011		2010
	(amounts in thousands)
Revenue:
Americas - United States	$	508,750	$	491,588	$	1,497,812	$	1,488,523
Europe, Middle East & Africa (EMEA)		69,891		64,149		220,735		196,120
Asia Pacific		42,009		32,626		117,479		89,841
Americas - Other		12,153		4,047		30,415		14,296
Total	$	632,803	$	592,410	$	1,866,441	$	1,788,780

	As of September 30, 2011		As of December 31, 2010
	(amounts in thousands)
Long-Lived Assets:
Americas—United States	$	2,375,997	$	2,192,157
Europe, Middle East & Africa (EMEA)		215,056		210,689
Asia Pacific		18,964		19,646
Americas—Other		4,653		5,731
Total	$	2,614,670	$	2,428,223

26

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The aggregate gain (loss) on transactions denominated in currencies other than the functional currency of West Corporation or any of its subsidiaries was approximately $0.1 million and ($1.9) million for the three months ended September 30, 2011 and 2010, respectively. The aggregate gain (loss) on transactions denominated in currencies other than the functional currency of West Corporation or any of its subsidiaries was approximately $2.8 million and ($3.1) million for the nine months ended September 30, 2011 and 2010, respectively.

11. COMMITMENTS AND CONTINGENCIES

West Corporation and certain of our subsidiaries are defendants in various litigation matters in the ordinary course of business, some of which involve claims for damages that are substantial in amount. We believe the disposition of claims currently pending will not have a material adverse effect on our financial position, results of operations or cash flows.

12. FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTOR AND SUBSIDIARY NON-GUARANTOR

West Corporation and our U.S. based wholly owned subsidiary guarantors, jointly, severally, fully and unconditionally are responsible for the payment of principal, premium and interest on our senior notes and senior subordinated notes. Presented below, in thousands, is condensed consolidated financial information for West Corporation and our subsidiary guarantors and subsidiary non-guarantors for the periods indicated.

27

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Three Months Ended September 30, 2011
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	501,959		$	130,844		$	—		$	632,803
COST OF SERVICES		—			228,342			56,064			—			284,406
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(4,716	)		182,474			38,692			—			216,450
OPERATING INCOME		4,716			91,143			36,088			—			131,947
OTHER INCOME (EXPENSE):
Interest Expense, net of interest income		(41,390	)		(29,816	)		3,864			—			(67,342	)
Subsidiary Income		71,178			25,569			—			(96,747	)		—
Other		(4,304	)		3,032			(3,042	)		—			(4,314	)
Other income (expense)		25,484			(1,215	)		822			(96,747	)		(71,656	)
INCOME BEFORE INCOME TAX EXPENSE		30,200			89,928			36,910			(96,747	)		60,291
INCOME TAX EXPENSE (BENEFIT)		(7,147	)		19,674			10,417			—			22,944
NET INCOME	$	37,347		$	70,254		$	26,493		$	(96,747	)	$	37,347

28

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Three Months Ended September 30, 2010
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	481,285		$	111,125		$	—		$	592,410
COST OF SERVICES		—			217,041			42,682			—			259,723
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		3,695			220,424			34,699			—			258,818
OPERATING INCOME (LOSS)		(3,695	)		43,820			33,744			—			73,869
OTHER INCOME (EXPENSE):
Interest Expense, net of interest income		(41,835	)		(24,337	)		2,986			—			(63,186	)
Subsidiary Income		22,610			15,083			—			(37,693	)		—
Other		3,667			2,827			(3,698	)		—			2,796
Other income (expense)		(15,558	)		(6,427	)		(712	)		(37,693	)		(60,390	)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE		(19,253	)		37,393			33,032			(37,693	)		13,479
INCOME TAX EXPENSE (BENEFIT)		(10,824	)		15,038			17,694			—			21,908
NET INCOME (LOSS)	$	(8,429	)	$	22,355		$	15,338		$	(37,693	)	$	(8,429	)

29

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Nine Months Ended September 30, 2011
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	1,474,031		$	392,410		$	—		$	1,866,441
COST OF SERVICES		—			668,750			163,479			—			832,229
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(1,407	)		545,265			116,849			—			660,707
OPERATING INCOME		1,407			260,016			112,082			—			373,505
OTHER INCOME (EXPENSE):
Interest expense, net of interest income		(123,141	)		(90,792	)		10,448			—			(203,485	)
Subsidiary Income		206,684			81,446			—			(288,130	)		—
Other		(1,306	)		13,940			(11,136	)		—			1,498
Other income (expense)		82,237			4,594			(688	)		(288,130	)		(201,987	)
INCOME BEFORE INCOME TAX EXPENSE		83,644			264,610			111,394			(288,130	)		171,518
INCOME TAX EXPENSE (BENEFIT)		(22,661	)		58,569			29,305			—			65,213
NET INCOME	$	106,305		$	206,041		$	82,089		$	(288,130	)	$	106,305

30

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Nine Months Ended September 30, 2010
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	1,463,173		$	325,607		$	—		$	1,788,780
COST OF SERVICES		—			660,270			123,709			—			783,979
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		2,650			591,135			101,425			—			695,210
OPERATING INCOME (LOSS)		(2,650	)		211,768			100,473			—			309,591
OTHER INCOME (EXPENSE):
Interest expense, net of interest income		(115,772	)		(74,074	)		7,729			—			(182,117	)
Subsidiary Income		148,268			79,140			—			(227,408	)		—
Other		4,373			4,971			(6,733	)		—			2,611
Other income (expense)		36,869			10,037			996			(227,408	)		(179,506	)
INCOME BEFORE INCOME TAX EXPENSE		34,219			221,805			101,469			(227,408	)		130,085
INCOME TAX EXPENSE (BENEFIT)		(29,648	)		74,276			21,590			—			66,218
NET INCOME	$	63,867		$	147,529		$	79,879		$	(227,408	)	$	63,867

31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED BALANCE SHEET

(AMOUNTS IN THOUSANDS)

	September 30, 2011
	Parent / Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,110		$	—	$	84,232		$	(11,534	)	$	74,808
Trust and restricted cash		—			11,199		—			—			11,199
Accounts receivable, net		—			59,678		363,699			—			423,377
Intercompany receivables		—			535,547		—			(535,547	)		—
Deferred income tax receivable		2,584			11,006		1,491			—			15,081
Prepaid assets		2,470			26,026		7,886			—			36,382
Other current assets		4,482			300,207		(257,334	)		—			47,355
Total current assets		11,646			943,663		199,974			(547,081	)		608,202
PROPERTY AND EQUIPMENT, NET		70,072			231,378		31,192			—			332,642
INVESTMENT IN SUBSIDIARIES		1,430,625			349,731		—			(1,780,356	)		—
GOODWILL		—			1,597,947		181,043			—			1,778,990
INTANGIBLES, net		—			295,806		54,513			—			350,319
OTHER ASSETS		99,947			50,919		1,853			—			152,719
TOTAL ASSETS	$	1,612,290		$	3,469,444	$	468,575		$	(2,327,437	)	$	3,222,872
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	3,300		$	70,826	$	8,638		$	(11,534	)	$	71,230
Intercompany payables		530,198			—		5,349			(535,547	)		—
Accrued expenses		27,348			254,662		70,219			—			352,229
Current maturities of long-term debt		1,766			9,803		—			—			11,569
Total current liabilities		562,612			335,291		84,206			(547,081	)		435,028
LONG -TERM OBLIGATIONS, less current maturities		1,890,723			1,614,073		—			—			3,504,796
DEFERRED INCOME TAXES		34,471			79,176		19,496			—			133,143
OTHER LONG-TERM LIABILITIES		50,213			15,331		10,090			—			75,634
CLASS L COMMON STOCK		1,642,283			—		—			—			1,642,283
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(2,568,012	)		1,425,573		354,783			(1,780,356	)		(2,568,012	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,612,290		$	3,469,444	$	468,575		$	(2,327,437	)	$	3,222,872

32

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED BALANCE SHEET

(AMOUNTS IN THOUSANDS)

	December 31, 2010
	Parent / Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	—	$	102,385		$	(4,592	)	$	97,793
Trust cash		—			15,122		—			—			15,122
Accounts receivable, net		—			48,738		317,681			—			366,419
Intercompany receivables		—			416,017		—			(416,017	)		—
Deferred income taxes receivable		9,848			16,532		3,588			—			29,968
Prepaid assets		2,981			24,451		6,235			—			33,667
Other current assets		2,559			23,680		7,819			—			34,058
Total current assets		15,388			544,540		437,708			(420,609	)		577,027
PROPERTY AND EQUIPMENT, NET		68,026			243,300		30,040			—			341,366
INVESTMENT IN SUBSIDIARIES		1,069,843			271,278		—			(1,341,121	)		—
GOODWILL		—			1,471,124		158,272			—			1,629,396
INTANGIBLES, net		—			244,833		54,852			—			299,685
OTHER ASSETS		110,090			288,496		(240,810	)		—			157,776
TOTAL ASSETS	$	1,263,347		$	3,063,571	$	440,062		$	(1,761,730	)	$	3,005,250
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	7,448		$	52,291	$	9,002		$	(4,592	)	$	64,149
Intercompany payables		340,974			—		75,043			(416,017	)		—
Accrued expenses		10,412			214,349		59,227			—			283,988
Current maturities of long-term debt		4,777			10,648		—			—			15,425
Total current liabilities		363,611			277,288		143,272			(420,609	)		363,562
LONG - TERM OBLIGATIONS, less current maturities		1,888,775			1,629,366		—			—			3,518,141
DEFERRED INCOME TAXES		20,421			53,839		19,621			—			93,881
OTHER LONG-TERM LIABILITIES		29,595			37,644		1,482			—			68,721
CLASS L COMMON STOCK		1,504,445			—		—			—			1,504,445
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(2,543,500	)		1,065,434		275,687			(1,341,121	)		(2,543,500	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,263,347		$	3,063,571	$	440,062		$	(1,761,730	)	$	3,005,250

33

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Condensed Consolidating Statements of Cash Flows

(AMOUNTS IN THOUSANDS)

	Nine Months Ended September 30, 2011
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination and Consolidating Entries			Consolidated
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	293,347		$	8,795		$	(11,534	)	$	290,608
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(185,845	)		(25,686	)		—			(211,531	)
Purchase of property and equipment		(6,939	)		(62,972	)		(10,627	)		—			(80,538	)
Other		—			95			7			—			102
Net cash flows from investing activities		(6,939	)		(248,722	)		(36,306	)		—			(291,967	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit and accounts receivable securitization facilities		342,500			—			262,000			—			604,500
Payments on revolving credit and accounts receivable securitization facilities		(342,500	)		—			(262,000	)		—			(604,500	)
Principal repayments on long-term obligations		(5,327	)		(11,874	)		—			—			(17,201	)
Repurchase of common stock		(4,829	)		—			—			—			(4,829	)
Payments of capital lease obligations		(628	)		(47	)		(26	)		—			(701	)
Other		(611	)		—			—			—			(611	)
Net cash flows from financing activities		(11,395	)		(11,921	)		(26	)		—			(23,342	)
Intercompany		20,444			(32,704	)		7,668			4,592			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			1,716			—			1,716
NET CHANGE IN CASH AND CASH EQUIVALENTS		2,110			—			(18,153	)		(6,942	)		(22,985	)
CASH AND CASH EQUIVALENTS, Beginning of period		—			—			102,385			(4,592	)		97,793
CASH AND CASH EQUIVALENTS, End of period	$	2,110		$	—		$	84,232		$	(11,534	)	$	74,808

34

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Condensed Consolidating Statements of Cash Flows

(AMOUNTS IN THOUSANDS)

	Nine Months Ended September 30, 2010
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination and Consolidating Entries			Consolidated
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	267,006		$	37,548		$	(10,352	)	$	294,202
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(20,263	)		(9,200	)		—			(29,463	)
Purchase of property and equipment		(17,643	)		(62,143	)		(9,356	)		—			(89,142	)
Collections applied to principal of portfolio receivables		—			5,460			—			—			5,460
Other		—			30			—			—			30
Net cash flows from investing activities		(17,643	)		(76,916	)		(18,556	)		—			(113,115	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit and accounts receivable securitization facilities		59,850			—			92,000			—			151,850
Payments on revolving credit and accounts receivable securitization facilities		(132,781	)		—			(92,000	)		—			(224,781	)
Principal repayments on long-term obligations		(7,286	)		(18,162	)		—			—			(25,448	)
Proceeds from stock options exercised including excess tax benefits		123			—			—			—			123
Payments of portfolio notes payable		—			(543	)		—			—			(543	)
Payments of capital lease obligations		(1,806	)		(44	)		(45	)		—			(1,895	)
Debt issuance cost		(5	)		—			—			—			(5	)
Other		(167	)		—			—			—			(167	)
Net cash flows from financing activities		(82,072	)		(18,749	)		(45	)		—			(100,866	)
Intercompany		174,092			(171,341	)		(13,014	)		10,263			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			(1,410	)		—			(1,410	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		74,377			—			4,523			(89	)		78,811
CASH AND CASH EQUIVALENTS, Beginning of period		2,349			—			66,982			(10,263	)		59,068
CASH AND CASH EQUIVALENTS, End of period	$	76,726		$	—		$	71,505		$	(10,352	)	$	137,879

35

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include estimates regarding:

the impact of changes in government regulation and related litigation;

the impact of pending litigation;

the impact of integrating or completing mergers or strategic acquisitions;

the adequacy of our available capital for future capital requirements;

our future contractual obligations;

our capital expenditures;

the cost and reliability of communication services;

the cost of labor and turnover rates;

the impact of changes in interest rates;

substantial indebtedness incurred in connection with the 2006 recapitalization and acquisitions; and

the impact of foreign currency fluctuations;

as well as other statements regarding our future operations, financial condition and prospects, and business strategies.

Forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report.

All forward-looking statements included in this report are based on information available to us on the date hereof. We assume no obligation to update any forward-looking statements.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements (unaudited) and the Notes thereto.

Business Overview

We are a leading provider of technology-driven, outsourced communications services. The scale and processing capacity of our proprietary technology platforms, combined with our expertise in managing voice and data transactions, enable us to offer a broad portfolio of services, including conferencing and collaboration, alerts and notifications, emergency communications and business processing outsourcing. Our services provide reliable, high-quality, mission critical communications designed to maximize return on investment for our clients. Our clients include Fortune 1000 companies, along with small and medium enterprises in a variety of industries, including telecommunications, banking, retail, financial services, public safety, technology and healthcare. We have sales and operations in the United States, Canada, Europe, the Middle East, Asia Pacific and Latin America.

Since our founding in 1986, we have invested significantly to expand our technology platforms and develop our operational processes to meet the complex communication needs of our clients. We have evolved our business mix from labor-intensive communications services to focus on diversified and platform-based, technology-driven services.

36

Investing in technology and developing specialized expertise in the industries we serve are critical components to our strategy of enhancing our services and our value proposition. In 2010, we managed approximately 24.0 billion telephony minutes and over 115 million conference calls, facilitated over 260 million 9-1-1 calls, and delivered over 720 million notification calls and data messages. At September 30, 2011, with approximately 665,000 telephony ports to handle conference calls, alerts and notifications and customer service, we believe our platforms provide scale and flexibility to handle greater transaction volume than our competitors, offer superior service and develop new offerings. These ports include approximately 313,000 Internet Protocol (“IP”) ports, which we believe provide us with the only large-scale proprietary IP-based global conferencing platform deployed and in use today. Our technology-driven platforms allow us to provide a broad range of complementary automated and agent-based service offerings to our diverse client base.

Financial Operations Overview

Revenue

In our Unified Communications segment, our conferencing and collaboration services, event services and IP-based unified communication solutions are generally billed on a per participant minute or per seat basis and our alerts and notifications services are generally billed on a per message or per minute basis. Billing rates for these services vary depending on participant geographic location, type of service (such as audio, video or web conferencing) and type of message (such as voice, text, email or fax). We also charge clients for additional features, such as conference call recording, transcription services or professional services. Since we entered the conferencing services business, the average rate per minute that we charge has declined while total minutes sold has increased. This is consistent with industry trends. We expect this trend to continue for the foreseeable future.

In our Communication Services segment, our emergency communications solutions are generally billed per month based on the number of billing telephone numbers or cell towers covered under each client contract. We also bill monthly for our premise-based database solution. In addition, we bill for sales, installation and maintenance of our communication equipment technology solutions. Our platform-based and agent-based customer service solutions are generally billed on a per minute or per hour basis. We are generally paid on a contingent fee basis for our receivables management and overpayment identification and recovery services as well as for certain other agent-based services.

Cost of Services

The principal component of cost of services for our Unified Communications segment is our variable telephone expense. Significant components of our cost of services in this segment also include labor expense, primarily related to commissions for our sales force. Because the services we provide in this segment are largely platform-based, labor expense is less significant than the labor expense we experience in our Communication Services segment.

The principal component of cost of services for our Communication Services segment is labor expense. Labor expense included in costs of services primarily reflects compensation for the agents providing our agent-based services, but also includes compensation for personnel dedicated to emergency communications database management, manufacturing and development of our premise-based public safety solution as well as collection expenses, such as costs of letters and postage, incurred in connection with our receivables management services. We generally pay commissions to sales professionals on both new sales and incremental revenue generated from existing clients. Significant components of our cost of services in this segment also include variable telephone expense.

Selling, General and Administrative Expenses

The principal component of our selling, general and administrative expenses (“SG&A”) is salary and benefits for our sales force, client support staff, technology and development personnel, senior management and other personnel involved in business support functions. SG&A also includes certain fixed telephone costs as well as other expenses that support the ongoing operation of our business, such as facilities costs, certain service contract costs, equipment depreciation and maintenance, and amortization of finite-lived intangible assets.

37

Key Drivers Affecting Our Results of Operations

Factors Related to Our Indebtedness. During 2009, 2010 and 2011, in order to improve our debt maturity profile, we extended the maturity for $1.5 billion of our existing term loans from October 24, 2013 to July 15, 2016, repaid $500.0 million of our term loans due October 24, 2013 with the proceeds of a new $500.0 million 8 5/8% senior notes offering with a maturity date of October 1, 2018 and refinanced $650.0 million of senior notes due October 2014 with the proceeds of a new $650.0 million 7 7/8% senior notes offering with a maturity date of January 15, 2019. On September 12, 2011, the revolving trade accounts receivable financing facility was amended and extended. The amended and extended facility provides for $150.0 million in available financing and is extended to September 12, 2014, reduces the unused commitment fee by 25 basis points and lowers the LIBOR spread on borrowings by 150 basis points.

Evolution into a Predominately Platform-based Solutions Business. We have evolved into a diversified and platform-based technology-driven service provider. Since 2005, our revenue from platform-based services has grown from 37% of total revenue to 71% for the nine months ended September 30, 2011 and our operating income from platform-based services has grown from 53% of total operating income to 92% over the same period. As in the past, we will continue to seek and invest in higher margin businesses, irrespective of whether the associated services are delivered to our customers through an agent-based or a platform-based environment. We expect our platform-based service lines to grow at a faster pace than agent-based services and as a result will continue to increase as a percentage of our total revenue. However, many of our customers require an integrated service offering that incorporates both agent-based and platform-based services – for example, an automated voice response system with the option for the customer’s client to speak to an agent and accordingly, we expect agent-based services will continue to represent a meaningful portion of our service offerings for the foreseeable future.

Acquisition Activities. Identifying and successfully integrating acquisitions of value-added service providers has been a key component of our growth strategy. We will continue to seek opportunities to expand our suite of communication services across industries, geographies and end-markets. While we expect this will occur primarily thru organic growth, we have and will continue to acquire assets and businesses that strengthen our value proposition to clients and drive value to us. We have developed an internal capability to source, evaluate and integrate acquisitions that we believe has created value for shareholders. Since 2005, we have invested approximately $1.9 billion in strategic acquisitions. We believe there are acquisition candidates that will enable us to expand our capabilities and markets and intend to continue to evaluate acquisitions in a disciplined manner and pursue those that provide attractive opportunities to enhance our growth and profitability.

Comparison of the Three and Nine Months Ended September 30, 2011 and 2010

Revenue: Total revenue for the three months ended September 30, 2011 increased $40.4 million, or 6.8%, to $632.8 million from $592.4 million for the three months ended September 30, 2010. This increase included revenue of $24.7 million from entities acquired since October 1, 2010. On August 10, 2011 we acquired the assets of PivotPoint. PivotPoint’s results have been included in the Communication Services segment since August 10, 2011.

For the nine months ended September 30, 2011, total revenue increased $77.7 million, or 4.3%, to $1,866.4 million from $1,788.8 million for the nine months ended September 30, 2010. This increase included revenue of $54.6 million from entities acquired since October 1, 2010. Acquisitions made during the nine months ended September 30, 2011 in addition to PivotPoint included TFCC, POSTcti, Unisfair, Smoothstone and Contact One. These acquisitions closed February 1, 2011 for TFCC and POSTcti, March 1, 2011 for Unisfair, June 3, 2011 for Smoothstone and June 7, 2011 for Contact One. PivotPoint’s and Contact One’s results have been included in the Communication Services segment since their respective acquisition dates. All of the other acquisitions made in 2011 have been included in the Unified Communications segment since their respective acquisition dates.

38

For the three months ended September 30, 2011 and 2010, our largest 100 clients represented 55% and 58% of our total revenue, respectively. For the nine months ended September 30, 2011 and 2010, our largest 100 clients represented 55% and 57% of our total revenue, respectively. The aggregate revenue as a percentage of our total revenue from our largest client, AT&T, during the three months ended September 30, 2011 and 2010 was approximately 9% and 10%, respectively. During the nine months ended September 30, 2011 and 2010 the aggregate revenue as a percentage of our total revenue from AT&T was approximately 10% and 11%, respectively. No other client represented more than 10% of our aggregate revenue for the three and nine months ended September 30, 2011 and 2010.

Revenue by business segment:

	For the three months ended September 30,												For the nine months ended September 30,
	2011			2010			Change			% Change			2011			2010			Change			% Change
Revenue in thousands:
Unified Communications	$	352,090		$	307,572		$	44,518			14.5	%	$	1,030,249		$	915,817		$	114,432			12.5	%
Communication Services		283,994			286,466			(2,472	)		-0.9	%		844,403			877,280			(32,877	)		-3.7	%
Intersegment eliminations		(3,281	)		(1,628	)		(1,653	)		-101.5	%		(8,211	)		(4,317	)		(3,894	)		-90.2	%
Total	$	632,803		$	592,410		$	40,393			6.8	%	$	1,866,441		$	1,788,780		$	77,661			4.3	%

For the three months ended September 30, 2011, Unified Communications revenue increased $44.5 million, or 14.5%, to $352.1 million from $307.6 million for the three months ended September 30, 2010. The increase in revenue for the three months ended September 30, 2011 included $22.8 million from acquisitions. The remaining $21.7 million increase was attributable primarily to the addition of new customers as well as an increase in usage of our web and audio-based services by our existing customers. Revenue attributable to increased usage and new customer usage was partially offset by a decline in the rates charged to existing customers for those services. The volume of minutes used for our reservationless services, which accounts for the majority of our Unified Communications revenue, grew approximately 11.1% for the three months ended September 30, 2011 over the three months ended September 30, 2010, while the average rate per minute for reservationless services declined by approximately 4.0%. Since we entered the conferencing services business, the average rate per minute that we charge has declined while total minutes sold has increased. This is consistent with industry trends which we expect to continue for the foreseeable future.

For the nine months ended September 30, 2011, Unified Communications revenue increased $114.4 million, or 12.5%, to $1,030.2 million from $915.8 million for the nine months ended September 30, 2010. The increase in revenue for the nine months ended September 30, 2011 included $45.9 million from acquisitions. The remaining $68.5 million increase was primarily attributable to the addition of new customers as well as an increase in usage primarily of our web and audio-based services by our existing customers. Revenue attributable to increased usage and new customer usage was partially offset by a decline in the rates charged to existing customers for those services. The volume of minutes used for our reservationless services, which accounts for the majority of our Unified Communications revenue, grew approximately 11.6% for the nine months ended September 30, 2011 over the nine months ended September 30, 2010, while the average rate per minute for reservationless services declined by approximately 4.0%.

Our Unified Communications revenue is also experiencing organic growth at a faster pace internationally than in North America. During the three months ended September 30, 2011, revenue in the Asia Pacific (“APAC”) and Europe, Middle East and Africa (“EMEA”) regions grew to $110.6 million, an increase of 14.3% over the three months ended September 30, 2010. During the nine months ended September 30, 2011, revenue in APAC and EMEA regions grew to $333.8 million, an increase of 16.7% over the nine months ended September 30, 2010.

39

For the three months ended September 30, 2011, Communication Services revenue decreased $2.5 million, or 0.9%, to $284.0 million from $286.5 million for the three months ended September 30, 2010. For the nine months ended September 30, 2011, Communication Services revenue decreased $32.9 million, or 3.7%, to $844.4 million from $877.3 million for the nine months ended September 30, 2010. The decrease in revenue for the three and nine months ended September 30, 2011 is primarily the result of decreased revenue from our agent-based services and a reduction in purchased paper revenue resulting from our decision in 2009 to discontinue portfolio receivable purchases. Revenue from agent-based services for the three and nine months ended September 30, 2011 decreased $5.5 million and $30.7 million, respectively, compared with revenue for the three and nine months ended September 30, 2010. The decrease in agent-based services was a result of reduced call volume associated with weak economic conditions and a movement of call volume from domestic to foreign locations, which have lower rates. The movement of call volume from domestic to foreign locations is a trend that we expect to continue for the foreseeable future. We expect the decrease in direct response agent service volume to continue for the foreseeable future, but at a lower rate. Partially offsetting the reduction in revenue for the three and nine months ended September 30, 2011 was revenue from acquired entities of $1.9 million and $8.7 million, respectively.

Cost of services: Cost of services consists of direct labor, telephone expense and other costs directly related to providing services to clients. Cost of services for the three months ended September 30, 2011 increased approximately $24.7 million, or 9.5%, to $284.4 million, from $259.7 million for the three months ended September 30, 2010. As a percentage of revenue, cost of services increased to 44.9% for the three months ended September 30, 2011, compared to 43.8% for the three months ended September 30, 2010. Cost of services for the nine months ended September 30, 2011 increased $48.3 million, or 6.2%, to $832.2 million from $784.0 million for the nine months ended September 30, 2010. As a percentage of revenue, cost of services increased to 44.6% for the nine months ended September 30, 2011, compared to 43.8% for the nine months ended September 30, 2010.

Cost of services by business segment:

	For the three months ended September 30,																		For the nine months ended September 30,
	2011			% of Revenue			2010			% of Revenue			Change			% Change			2011			% of Revenue			2010			% of Revenue			Change			% Change
In thousands:
Unified Communications	$	145,204			41.2	%	$	123,702			40.2	%	$	21,502			17.4	%	$	420,317			40.8	%	$	364,374			39.8	%	$	55,943			15.4	%
Communication Services		142,024			50.0	%		137,261			47.9	%		4,763			3.5	%		418,776			49.6	%		422,772			48.2	%		(3,996	)		-0.9	%
Intersegment eliminations		(2,822	)		NM			(1,240	)		NM			(1,582	)		NM			(6,864	)		NM			(3,167	)		NM			(3,697	)		NM
Total	$	284,406			44.9	%	$	259,723			43.8	%	$	24,683			9.5	%	$	832,229			44.6	%	$	783,979			43.8	%	$	48,250			6.2	%
NM—Not Meaningful

Unified Communications cost of services for the three months ended September 30, 2011 increased $21.5 million, or 17.4%, to $145.2 million from $123.7 million for the three months ended September 30, 2010. The increase in cost of services for the three months ended September 30, 2011 included $10.6 million from acquired entities. The remaining increase is primarily driven by increased service volume. As a percentage of this segment’s revenue, Unified Communications cost of services increased to 41.2% for the three months ended September 30, 2011 from 40.2% for the three months ended September 30, 2010.

Unified Communications cost of services for the nine months ended September 30, 2011 increased $55.9 million, or 15.4%, to $420.3 million from $364.4 million for the nine months ended September 30, 2010. The increase in cost of services for the nine months ended September 30, 2011 included $21.5 million from acquired entities. The remaining increase is primarily driven by increased service volume. As a percentage of this segment’s revenue, Unified Communications cost of services increased to 40.8% for the nine months ended September 30, 2011 from 39.8% for the nine months ended September 30, 2010. The increase in cost of services as a percentage of revenue for the three and nine months ended September 30, 2011 is due primarily to changes in the product mix, geographic mix and the impact of acquired entities.

40

Communication Services cost of services for the three months ended September 30, 2011 increased $4.8 million, or 3.5%, to $142.0 million from $137.3 million for the three months ended September 30, 2010. The increase in cost of services for the three months ended September 30, 2011 was the result of lower margins in our agent-based service offerings and $0.4 million of additional costs from acquired entities. As a percentage of this segment’s revenue, Communication Services cost of services increased to 50.0% for the three months ended September 30, 2011, compared to 47.9% for the three months ended September 30, 2010.

Communication Services cost of services for the nine months ended September 30, 2011 decreased $4.0 million, or 0.9%, to $418.8 million from $422.8 million for the nine months ended September 30, 2010. The decrease in cost of services for the nine months ended September 30, 2011 was the result of lower revenue volume, partially offset by $1.7 million of additional costs from acquired entities. As a percentage of this segment’s revenue, Communication Services cost of services increased to 49.6% for the nine months ended September 30, 2011, compared to 48.2% for the nine months ended September 30, 2010. The increase in cost of services as a percentage of revenue for the three and nine months ended September 30, 2011 is due to declines in margins for agent-based services.

Selling, general and administrative (“SG&A”) expenses: SG&A expenses decreased $42.4 million, or 16.4%, to $216.5 million for the three months ended September 30, 2011, from $258.8 million for the three months ended September 30, 2010. During the three months ended September 30, 2010, we recorded a goodwill impairment charge of $37.7 million, which represented the balance of goodwill for one of our reporting units in the Communication Services segment. The decrease in SG&A expenses for the three months ended September 30, 2011 reflected an improvement in our SG&A expense margin that was offset by $12.8 million of additional SG&A expenses from acquired entities. As a percentage of revenue, SG&A expenses improved to 34.2% for the three months ended September 30, 2011 from 43.7% for the three months ended September 30, 2010. The impact of the goodwill impairment charge on SG&A as a percentage of revenue was 630 basis points for the three months ended September 30, 2010.

SG&A expenses decreased $34.5 million, or 5.0%, to $660.7 million for the nine months ended September 30, 2011 from $695.2 million for the nine months ended September 30, 2010. The decrease in SG&A expenses for the nine months ended September 30, 2011 reflected an improvement in our SG&A expense margin that was offset by $33.3 million of additional SG&A expenses from acquired entities and the 2010 goodwill impairment of $37.7 million. As a percentage of revenue, SG&A expenses improved to 35.4% for the nine months ended September 30, 2011, compared to 38.9% for the nine months ended September 30, 2010. The impact of the goodwill impairment charge on SG&A as a percentage of revenue was 210 basis points for the nine months ended September 30, 2010.

Selling, general and administrative expenses by business segment:

	For the three months ended September 30,																		For the nine months ended September 30,
	2011			% of Revenue			2010			% of Revenue			Change			% Change			2011			% of Revenue			2010			% of Revenue			Change			% Change
In thousands:
Unified Communications	$	106,606			30.3	%	$	102,209			33.2	%	$	4,397			4.3	%	$	319,172			31.0	%	$	308,933			33.7	%	$	10,239			3.3	%
Communication Services		110,303			38.8	%		156,997			54.8	%		(46,694	)		-29.7	%		342,882			40.6	%		387,426			44.2	%		(44,544	)		-11.5	%
Intersegment eliminations		(459	)		NM			(388	)		NM			(71	)		NM			(1,347	)		NM			(1,149	)		NM			(198	)		NM
Total	$	216,450			34.2	%	$	258,818			43.7	%	$	(42,368	)		-16.4	%	$	660,707			35.4	%	$	695,210			38.9	%	$	(34,503	)		-5.0	%
NM—Not Meaningful

Unified Communications SG&A expenses for the three months ended September 30, 2011 increased $4.4 million, or 4.3%, to $106.6 million from $102.2 million for the three months ended September 30, 2010. The increase in SG&A expenses for the three months ended September 30, 2011 reflected an improvement in our SG&A expense margin that was offset by $11.4 million of additional SG&A expenses from acquired entities. As a percentage of this segment’s revenue, Unified Communications SG&A expenses improved to 30.3% for the three months ended September 30, 2011 compared to 33.2% for the three months ended September 30, 2010.

41

Unified Communications SG&A expenses for the nine months ended September 30, 2011 increased $10.2 million, or 3.3%, to $319.2 million from $308.9 million for the nine months ended September 30, 2010. The increase in SG&A expenses for the nine months ended September 30, 2011 reflected an improvement in our SG&A expense margin that was offset by $25.1 million of additional SG&A expenses from acquired entities. As a percentage of this segment’s revenue, Unified Communications SG&A expenses improved to 31.0% for the nine months ended September 30, 2011 compared to 33.7% for the nine months ended September 30, 2010.

Communication Services SG&A expenses for the three months ended September 30, 2011 decreased $46.7 million, or 29.7%, to $110.3 million from $157.0 million for the three months ended September 30, 2010. During the three months ended September 30, 2010, we recorded a goodwill impairment charge of $37.7 million. The decrease in SG&A expenses for the three months ended September 30, 2011 reflected an improvement in our SG&A expense margin that was partially offset by $1.4 million of additional SG&A expenses from acquired entities. As a percentage of this segment’s revenue, Communication Services SG&A expenses improved to 38.8% for the three months ended September 30, 2011, compared to 54.8% for the three months ended September 30, 2010. The impact of the goodwill impairment charge on Communication Services SG&A expenses as a percentage of revenue was 1,300 basis points for the three months ended September 30, 2010.

Communication Services SG&A expenses for the nine months ended September 30, 2011 decreased $44.5 million, or 11.5%, to $342.9 million from $387.4 million for the nine months ended September 30, 2010. The decrease in SG&A expenses for the nine months ended September 30, 2011 reflected an improvement in our SG&A expense margin that was partially offset by $8.2 million of additional SG&A expenses from acquired entities. As a percentage of this segment’s revenue, Communication Services SG&A expenses improved to 40.6% for the nine months ended September 30, 2011, compared to 44.2% for the nine months ended September 30, 2010. The impact of the goodwill impairment charge on Communication Services SG&A expenses as a percentage of revenue was 430 basis points for the nine months ended September 30, 2010.

Operating income: Operating income for the three months ended September 30, 2011 increased $58.1 million, or 78.6%, to $131.9 million from $73.9 million for the three months ended September 30, 2010. As a percentage of revenue, operating income for the three months ended September 30, 2011 improved to 20.9%, from 12.5% for the three months ended September 30, 2010. The impact of the goodwill impairment charge on operating income as a percentage of revenue was 630 basis points for the three months ended September 30, 2010.

Operating income for the nine months ended September 30, 2011 increased $63.9 million, or 20.6%, to $373.5 million from $309.6 million for the nine months ended September 30, 2010. As a percentage of revenue, operating income for the nine months ended September 30, 2011 improved to 20.0%, from 17.3% for the nine months ended September 30, 2010. The impact of the goodwill impairment charge on operating income as a percentage of revenue was 210 basis points for the nine months ended September 30, 2010.

Operating income (loss) by business segment:

	For the three months ended September 30,																For the nine months ended September 30,
	2011		% of Revenue			2010			% of Revenue			Change		% Change			2011		% of Revenue			2010		% of Revenue			Change		% Change
In thousands:
Unified Communications	$	100,279		28.5	%	$	81,661			26.6	%	$	18,618		22.8	%	$	290,760		28.2	%	$	242,509		26.5	%	$	48,251		19.9	%
Communication Services		31,668		11.2	%		(7,792	)		-2.7	%		39,460		NM			82,745		9.8	%		67,082		7.6	%		15,663		23.3	%
Total	$	131,947		20.9	%	$	73,869			12.5	%	$	58,078		78.6	%	$	373,505		20.0	%	$	309,591		17.3	%	$	63,914		20.6	%

NM—Not Meaningful

Unified Communications operating income for the three months ended September 30, 2011 increased $18.6 million, or 22.8%, to $100.3 million from $81.7 million for the three months ended September 30, 2010. As a percentage of this segment’s revenue, Unified Communications operating income improved to 28.5% for the three months ended September 30, 2011 from 26.6% for the three months ended September 30, 2010.

Unified Communications operating income for the nine months ended September 30, 2011 increased $48.3 million, or 19.9%, to $290.8 million from $242.5 million for the nine months ended September 30, 2010. As a percentage of this segment’s revenue, Unified Communications operating income improved to 28.2% for the nine months ended September 30, 2011 from 26.5% for the nine months ended September 30, 2010 due to the factors discussed above for revenue, cost of services and SG&A expenses.

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Communication Services operating income for the three months ended September 30, 2011 increased $39.5 million, to $31.7 million from an operating loss of $7.8 million for the three months ended September 30, 2010. As a percentage of this segment’s revenue, Communication Services operating income improved to 11.2% for the three months ended September 30, 2011 from (2.7%) for the three months ended September 30, 2010. The impact of the goodwill impairment charge on Communication Services operating income as a percentage of revenue was 1,300 basis points for the three months ended September 30, 2010.

Communication Services operating income for the nine months ended September 30, 2011 increased $15.7 million, or 23.3%, to $82.7 million from $67.1 million for the nine months ended September 30, 2010. As a percentage of this segment’s revenue, Communication Services operating income improved to 9.8% for the nine months ended September 30, 2011 from 7.6% for the nine months ended September 30, 2010 due to the factors discussed above for revenue, cost of services and SG&A expenses for Communication Services. The impact of the goodwill impairment charge on Communication Services operating income as a percentage of revenue was 430 basis points for the nine months ended September 30, 2010.

Other income (expense): Other income (expense) includes interest expense from borrowings under credit facilities, interest income from short-term investments and foreign currency transaction gains (losses) on affiliate transactions denominated in currencies other than the functional currency. Other income (expense) for the three months ended September 30, 2011 was ($71.7) million compared to ($60.4) million for the three months ended September 30, 2010. Other income (expense) for the nine months ended September 30, 2011 was ($202.0) million compared to ($179.5) million for the nine months ended September 30, 2010. Interest expense for the three and nine months ended September 30, 2011 was $67.4 million and $203.8 million, respectively, compared to $63.3 million and $182.4 million, respectively, for the three and nine months ended September 30, 2010. The change in interest expense was primarily due to higher effective interest rates as a result of our fourth quarter 2010 bond and bank refinancing and higher borrowing levels in the three and nine months ended September 30, 2011.

During the three and nine months ended September 30, 2011, we recognized a $0.2 million loss and $3.7 million gain, respectively, on foreign currency transactions denominated in currencies other than the functional currency. During the three and nine months ended September 30, 2010, we recognized a $0.5 million loss and $1.7 million loss, respectively, on foreign currency transactions denominated in currencies other than the functional currency.

During the three and nine months ended September 30, 2011, we recognized a $4.3 million loss and $3.0 million loss, respectively, due to investment losses in the assets held in our deferred compensation plans. The decreases in the value of these assets were offset by corresponding decreases in our deferred compensation liabilities, which were reflected as decreases in corporate SG&A expenses. During the three and nine months ended September 30, 2010, we recognized a $2.3 million gain and $1.2 million gain, respectively, due to investment gains in the assets held in our deferred compensation plans. The increases in the value of these assets were offset by corresponding increases in our deferred compensation liabilities, which were reflected as increases in corporate SG&A expenses.

Net income (loss): Our net income for the three months ended September 30, 2011 increased $45.8 million, to $37.4 million from net (loss) of $8.4 million for the three months ended September 30, 2010. Our net income for the nine months ended September 30, 2011 increased $42.4 million, or 66.4%, to $106.3 million from net income of $63.9 million for the nine months ended September 30, 2010. Our net loss in the three months ended September 30, 2010 and net income in the nine months ended September 30, 2010 was significantly affected by a $37.7 million goodwill impairment charge and the non-deductibility of that charge for income tax purposes. Net income (loss) includes a provision for income tax expense at an effective rate of approximately 38.1% and 38.0% for the three and nine months ended September 30, 2011, respectively, compared to an effective tax rate of approximately 162.5% and 50.9% for the three and nine months ended September 30, 2010, respectively. The effective tax rate was significantly different in 2010 due primarily to the goodwill impairment charge taken in 2010, which was not deductible for income tax purposes.

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Earnings (loss) per common share: Earnings per common L share-basic for the three months ended September 30, 2011 improved to $4.81 from $4.31 for the three months ended September 30, 2010. Earnings per common L share-basic for the nine months ended September 30, 2011 improved to $13.78 from $12.41 for the nine months ended September 30, 2010. Earnings per common L share-diluted for the three months ended September 30, 2011 improved to $4.62 from $4.13 for the three months ended September 30, 2010. Earnings per common L share-diluted for the nine months ended September 30, 2011 improved to $13.22 from $11.90 for the nine months ended September 30, 2010.

Loss per common A share-basic and diluted for the three months ended September 30, 2011 improved to ($0.12) from ($0.58) for the three months ended September 30, 2010. Loss per common A share-basic and diluted for the nine months ended September 30, 2011 improved to ($0.36) from ($0.68) for the nine months ended September 30, 2010.

Liquidity and Capital Resources

We have historically financed our operations and capital expenditures primarily through cash flows from operations, supplemented by borrowings under our bank and asset securitization credit facilities.

On October 2, 2009, we filed a Registration Statement on Form S-1 (Registration No. 333-162292) under the Securities Act of 1933 and amendments to the Registration Statement on November 6, 2009, December 1, 2009, December 16, 2009, February 16, 2010, April 14, 2011, August 17, 2011 and September 9, 2011 pursuant to which we proposed to offer up to $500.0 million of our common stock (“Proposed Offering”). We expect to use a part of the net proceeds from the Proposed Offering received by us to repay or repurchase indebtedness. We also expect to use a part of the net proceeds from this offering to fund the amounts payable upon the termination of the management agreement entered into in connection with the consummation of our recapitalization in 2006 between us and the Sponsors. We may also use a portion of the net proceeds received by us to repurchase certain of our notes and for working capital and other general corporate purposes.

Our current and anticipated uses of our cash, cash equivalents and marketable securities are to fund operating expenses, acquisitions, capital expenditures, interest payments, tax payments and the repayment of principal on debt.

The following table summarizes our cash flows by category for the periods presented:

	For the Nine Months Ended September 30,
In thousands:	2011			2010			Change			% Change
Cash flows from operating activities	$	290,608		$	294,202		$	(3,594	)		-1.2	%
Cash flows used in investing activities	$	(291,967	)	$	(113,115	)	$	(178,852	)		158.1	%
Cash flows used in financing activities	$	(23,342	)	$	(100,866	)	$	77,524			-76.9	%

Net cash flows from operating activities decreased $3.6 million, or 1.2%, to $290.6 million for the nine months ended September 30, 2011, compared to net cash flows from operating activities of $294.2 million for the nine months ended September 30, 2010. The decrease in net cash flows from operating activities is primarily due to decreases in accrued interest and accounts payable due to the timing of interest payments and payments to vendors. Also contributing to the decrease in cash flows from operating activities was the decrease in income taxes payable.

Days sales outstanding (“DSO”), a key performance indicator we utilize to monitor the accounts receivable average collection period and assess overall collection risk, was 62 days at September 30, 2011 compared to 62 days at September 30, 2010.

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Net cash flows used in investing activities increased $178.9 million, or 158.1%, to $292.0 million for the nine months ended September 30, 2011, compared to net cash flows used in investing activities of $113.1 million for the nine months ended September 30, 2010. During the nine months ended September 30, 2011 business acquisition investing was $182.1 million greater than the comparable nine months ended September 30, 2010, due primarily to the acquisitions of TFCC and Smoothstone. During the nine months ended September 30, 2011 we invested $80.5 million in capital expenditures compared to $89.1 million for the nine months ended September 30, 2010.

Net cash flows used in financing activities decreased $77.5 million, to $23.3 million for the nine months ended September 30, 2011, compared to net cash flows used in financing activities of $100.9 million for the nine months ended September 30, 2010. During the nine months ended September 30, 2010, net cash flows used in financing activities primarily included payments on our revolving credit facility of $72.9 million, which paid off the outstanding balance on our revolving credit facilities.

As of September 30, 2011, the amount of cash and cash equivalents held by our foreign subsidiaries was $79.0 million. We have also accrued U.S. taxes on $116.9 million of unremitted foreign earnings and profits. Our intent is to permanently reinvest a portion of these funds outside the U.S. for acquisitions and capital expansion, and to repatriate a portion of these funds. Based on our current projected capital needs and the current amount of cash and cash equivalents held by our foreign subsidiaries, we do not anticipate incurring any material tax costs beyond our accrued tax position in connection with such repatriation, but we may be required to accrue for unanticipated additional tax costs in the future if our expectations or the amount of cash held by our foreign subsidiaries change.

Given the Company’s current levels of cash on hand, anticipated cash flows from operations and available borrowing capacity, the Company believes it has sufficient liquidity to conduct its normal operations and pursue its business strategy in the ordinary course.

Senior Secured Term Loan Facility and Senior Secured Revolving Credit Facility.

The senior secured term loan facility and senior secured revolving credit facility bear interest at variable rates. During 2010, we and certain of our domestic subsidiaries, as borrowers and/or guarantors, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the various lenders party thereto modified our senior secured credit facilities by entering into a Restatement Agreement (the “Restatement Agreement”), amending and restating the Credit Agreement, dated as of October 24, 2006, by and among us, Wells Fargo, as successor administrative agent and the various lenders party thereto, as lenders, (as so amended and restated, the “Restated Credit Agreement”).

After giving effect to the prepayment of amortization payments payable in respect of the term loans due 2013, the amended and restated senior secured term loan facility requires annual principal payments of approximately $15.4 million, paid quarterly with balloon payments at maturity dates of October 24, 2013 and July 15, 2016 of approximately $450.2 million and $1,398.5 million, respectively. Pricing of the amended and restated senior secured term loan facility, due 2013, is based on our corporate debt rating and the grid ranges from 2.125% to 2.75% for LIBOR rate loans (LIBOR plus 2.375% at September 30, 2011), and from 1.125% to 1.75% for Base Rate loans (Base Rate plus 1.375% at September 30, 2011). The interest rate margins for the amended and restated senior secured term loans due 2016 are based on our corporate debt rating based on a grid, which ranges from 4.00% to 4.625% for LIBOR rate loans (LIBOR plus 4.25% at September 30, 2011), and from 3.00% to 3.625% for Base Rate loans (Base Rate plus 3.25% at September 30, 2011). The effective annual interest rates, inclusive of debt amortization costs, on the senior secured term loan facility during the three and nine months ended September 30, 2011 were 6.16% and 6.44%, respectively, compared to 5.33% and 4.85%, respectively, during the three and nine months ended September 30, 2010.

Our senior secured revolving credit facilities provide senior secured financing of up to $250 million, of which approximately $92 million matures October 2012 (original maturity) and approximately $158 million matures January 2016 (extended maturity). We have also received commitments for approximately $43 million of additional extended maturity senior secured revolving credit facility commitments, which commitments would replace a portion of the original maturity senior secured revolving credit facility.

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The original maturity senior secured revolving credit facility pricing is based on our total leverage ratio and the grid ranges from 1.75% to 2.50% for LIBOR rate loans (LIBOR plus 2.0% at September 30, 2011), and the margin ranges from 0.75% to 1.50% for base rate loans (Base Rate plus 1.0% at September 30, 2011). We are required to pay each non-defaulting lender a commitment fee of 0.50% in respect of any unused commitments under the original maturity senior secured revolving credit facility. The commitment fee in respect of unused commitments under the original maturity senior secured revolving credit facility is subject to adjustment based upon our total leverage ratio. The average daily outstanding balance of the original maturity senior secured revolving credit facility during the three months ended September 30, 2011 and 2010 was $3.8 million and $0.0 million, respectively. The average daily outstanding balance of the original maturity senior secured revolving credit facility during the nine months ended September 30, 2011 and 2010 was $1.7 million and $17.3 million, respectively. The highest balance outstanding on the original maturity senior secured revolving credit facility during the three months ended September 30, 2011 and 2010 was $14.7 million and $0.0 million, respectively. The highest balance outstanding on the original maturity senior secured revolving credit facility during the nine months ended September 30, 2011 and 2010 was $14.7 million and $80.9 million, respectively.

The extended maturity senior secured revolving credit facility pricing is based on our total leverage ratio and the grid ranges from 2.75% to 3.50% for LIBOR rate loans (LIBOR plus 3.0% at September 30, 2011), and the margin ranges from 1.75% to 2.50% for base rate loans (Base Rate plus 2.0% at September 30, 2011). We are required to pay each non-defaulting lender a commitment fee of 0.50% in respect of any unused commitments under the extended maturity senior secured revolving credit facility. The commitment fee in respect of unused commitments under the extended maturity senior secured revolving credit facility is subject to adjustment based upon our total leverage ratio. The average daily outstanding balance of the extended maturity senior secured revolving credit facility during the three and nine months ended September 30, 2011 was $8.3 million and $4.1 million, respectively. The highest balance outstanding on the extended maturity senior secured revolving credit facility during the three and nine months ended September 30, 2011 was $35.8 million. Prior to 2011, there had been no borrowings on the extended maturity senior secured revolving credit facility since its inception on October 5, 2010.

Subsequent to September 30, 2011, we may request additional tranches of term loans or increases to the revolving credit facility in an aggregate amount not to exceed $848.6 million, including the aggregate amount of $617.6 million of principal payments previously made in respect of the term loan facility. Availability of such additional tranches of term loans or increases to the revolving credit facility is subject to the absence of any default and pro forma compliance with financial covenants and, among other things, the receipt of commitments by existing or additional financial institutions.

2016 Senior Subordinated Notes

Our $450 million aggregate principal amount of 11% senior subordinated notes due 2016 (the “2016 Senior Subordinated Notes”) bear interest that is payable semiannually.

We may redeem the 2016 Senior Subordinated Notes in whole or in part at the redemption prices (expressed as percentages of principal amount of the senior subordinated notes to be redeemed) set forth below plus accrued and unpaid interest thereon to the applicable date of redemption, subject to the right of holders of 2016 Senior Subordinated Notes of record on the relevant record date to receive interest due

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on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 15 of each of the years indicated below:

Year	Percentage
2011		105.500
2012		103.667
2013		101.833
2014 and thereafter		100.000

2018 Senior Notes

On October 5, 2010, we issued $500 million aggregate principal amount of 8 5/8% senior notes that mature on October 1, 2018 (the “2018 Senior Notes”).

At any time prior to October 1, 2014, we may redeem all or a part of the 2018 Senior Notes at a redemption price equal to 100% of the principal amount of 2018 Senior Notes redeemed plus the applicable premium (as defined in the indenture governing the 2018 Senior Notes) as of, and accrued and unpaid interest and all additional interest then owing pursuant to the registration rights agreement executed in connection with the 2018 Senior Notes, if any, to the date of redemption, subject to the rights of holders of 2018 Senior Notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after October 1, 2014, we may redeem the 2018 Senior Notes in whole or in part at the redemption prices (expressed as percentages of principal amount of the 2018 Senior Notes to be redeemed) set forth below plus accrued and unpaid interest thereon and all additional interest then owing pursuant to the registration rights agreement executed in connection with the 2018 Senior Notes, if any, to the applicable date of redemption, subject to the right of holders of 2018 Senior Notes of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below:

Year	Percentage
2014		104.313
2015		102.156
2016 and thereafter		100.000

At any time (which may be more than once) before October 1, 2013, we can choose to redeem up to 35% of the outstanding notes with money that we raise in one or more equity offerings, as long as: we pay 108.625% of the face amount of the notes, plus accrued and unpaid interest; we redeem the notes within 90 days after completing the equity offering; and at least 65% of the aggregate principal amount of the applicable series of notes issued remains outstanding afterwards.

2019 Senior Notes

On November 24, 2010, we issued $650 million aggregate principal amount of 7 ⁷/8% senior notes that mature January 15, 2019 (the “2019 Senior Notes”).

At any time prior to November 15, 2014, we may redeem all or a part of the 2019 Senior Notes at a redemption price equal to 100% of the principal amount of 2019 Senior Notes redeemed plus the applicable premium (as defined in the indenture governing the 2019 Senior Notes) as of, and accrued and unpaid interest and all additional interest then owing pursuant to the registration rights agreement executed in connection with the 2019 Senior Notes, if any, to the date of redemption, subject to the rights of holders of 2019 Senior Notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after November 15, 2014, we may redeem the 2019 Senior Notes in whole or in part at the redemption prices (expressed as percentages of principal amount of the 2019 Senior Notes to be redeemed) set forth below plus accrued and unpaid interest thereon and all additional interest then owing pursuant to the registration

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rights agreement executed in connection with the 2019 Senior Notes, if any, to the applicable date of redemption, subject to the right of holders of 2019 Senior Notes of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below:

Year	Percentage
2014		103.938
2015		101.969
2016 and thereafter		100.000

At any time (which may be more than once) before November 15, 2013, we can choose to redeem up to 35% of the outstanding notes with money that we raise in one or more equity offerings, as long as: we pay 107.875% of the face amount of the notes, plus accrued and unpaid interest; we redeem the notes within 90 days after completing the equity offering; and at least 65% of the aggregate principal amount of the applicable series of notes issued remains outstanding afterwards.

We and our subsidiaries, affiliates or significant shareholders may from time to time, in our and their sole discretion, purchase, repay, redeem or retire any of our outstanding debt or equity securities (including any publicly issued debt or equity securities), in privately negotiated or open market transactions, by tender offer or otherwise.

Debt Covenants

Senior Secured Term Loan Facility and Senior Secured Revolving Credit Facility – We are required to comply on a quarterly basis with a maximum total leverage ratio covenant and a minimum interest coverage ratio covenant. The total leverage ratio of consolidated total debt to Consolidated EBITDA (as defined by our Restated Credit Agreement) may not exceed 5.50 to 1.0 at September 30, 2011 and the interest coverage ratio of Consolidated EBITDA (as defined in the Restated Credit Agreement) to the sum of consolidated interest expense must exceed 2.0 to 1.0 at September 30, 2011. Both ratios are measured on a rolling four-quarter basis. We were in compliance with these financial covenants at September 30, 2011. The total leverage ratio will become more restrictive over time (adjusted periodically until the maximum leverage ratio reaches 5.00 to 1.0 in the fourth quarter of 2012). We believe that for the foreseeable future we will continue to be in compliance with our financial covenants. The senior secured credit facilities also contain various negative covenants, including limitations on indebtedness, liens, mergers and consolidations, asset sales, dividends and distributions or repurchases of our capital stock, investments, loans and advances, capital expenditures, payment of other debt, including the senior subordinated notes, transactions with affiliates, amendments to material agreements governing our subordinated indebtedness, including the senior subordinated notes and changes in our lines of business.

The senior secured credit facilities include certain customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, the invalidity of material provisions of the documentation with respect to the senior secured credit facilities, the failure of collateral under the security documents for the senior secured credit facilities, the failure of the senior secured credit facilities to be senior debt under the subordination provisions of certain of our subordinated debt and a change of control of us. If an event of default occurs, the lenders under the senior secured credit facilities will be entitled to take certain actions, including the acceleration of all amounts due under the senior secured credit facilities and all actions permitted to be taken by a secured creditor.

2016 Senior Subordinated Notes, 2018 Senior Notes and 2019 Senior Notes – The 2016 Senior Subordinated Notes, the 2018 Senior Notes and the 2019 Senior Notes indentures contain covenants limiting, among other things, our ability and the ability of our restricted subsidiaries to: incur additional debt or issue certain preferred shares, pay dividends on or make distributions in respect of our capital stock or make other restricted payments, make certain investments, sell certain assets, create liens on certain assets to secure debt, consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets, enter into certain transactions with our affiliates and designate our subsidiaries as unrestricted subsidiaries.

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Our failure to comply with these debt covenants may result in an event of default which, if not cured or waived, could accelerate the maturity of our indebtedness. If our indebtedness is accelerated, we may not have sufficient cash resources to satisfy our debt obligations and we may not be able to continue our operations as planned. If our cash flows and capital resources are insufficient to fund our debt service obligations and keep us in compliance with the covenants under our senior secured credit facilities or to fund our other liquidity needs, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness including the notes. We cannot ensure that we would be able to take any of these actions, that these actions would be successful and would permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including our senior secured credit facilities and the indentures that govern the notes. Our senior secured credit facilities documentation and the indentures that govern the notes restrict our ability to dispose of assets and use the proceeds from the disposition. As a result, we may not be able to consummate those dispositions or use the proceeds to meet our debt service or other obligations, and any proceeds that are available may not be adequate to meet any debt service or other obligations then due.

If we cannot make scheduled payments on our debt, we will be in default, and as a result:

^¡   our debt holders could declare all outstanding principal and interest to be due and payable;

^¡   the lenders under our new senior secured credit facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and

^¡   we could be forced into bankruptcy or liquidation.

Amended and Extended Asset Securitization

On September 12, 2011, the revolving trade accounts receivable financing facility between West Receivables LLC, a wholly-owned, bankruptcy-remote direct subsidiary of West Receivables Holdings LLC and Wells Fargo Bank, National Association was amended and extended. The amended and extended facility provides for $150.0 million in available financing and is extended to September 12, 2014, reduces the unused commitment fee by 25 basis points and lowers the LIBOR spread on borrowings by 150 basis points. Under the amended and extended facility, West Receivables Holdings LLC sells or contributes trade accounts receivables to West Receivables LLC, which sells undivided interests in the purchased or contributed accounts receivables for cash to one or more financial institutions. The availability of the funding is subject to the level of eligible receivables after deducting certain concentration limits and reserves. The proceeds of the facility are available for general corporate purposes. West Receivables LLC and West Receivables Holdings LLC are consolidated in our condensed consolidated financial statements included elsewhere in this report. At September 30, 2011 and December 31, 2010, the facility was undrawn. The highest balance outstanding during the three months and nine months ended September 30, 2011 was $65.3 million and $84.5 million, respectively. During the three and nine months September 30, 2010, the facility was undrawn.

The amended and extended asset securitization facility contains various customary affirmative and negative covenants and also contains customary default and termination provisions, which provide for acceleration of amounts owed under the program upon the occurrence of certain specified events, including, but not limited to, failure to pay yield and other amounts due, defaults on certain indebtedness, certain judgments, changes in control, certain events negatively affecting the overall credit quality of collateralized accounts receivable, bankruptcy and insolvency events and failure to meet financial tests requiring maintenance of certain leverage and coverage ratios, similar to those under our senior secured credit facility.

Contractual Obligations

We have contractual obligations that may affect our financial condition. However, based on management’s assessment of the underlying provisions and circumstances of our material contractual obligations, there is no known trend, demand, commitment, event or uncertainty that is reasonably likely to occur which would have a material effect on our financial condition or results of operations.

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The following table summarizes our contractual obligations at September 30, 2011 (dollar amounts in thousands):

	Payment due by period
Contractual			Less than						After 5
Obligations	Total		1 year		1 - 3 years		4 - 5 years		years
Senior Secured Term Loan Facility, due 2013	$	448,434	$	—	$	448,434	$	—	$	—
Senior Secured Term Loan Facility, due 2016		1,467,931		11,569		30,858		1,425,504		—
11% Senior Suborninated Notes, due 2016		450,000		—		—		—		450,000
8 5/8% Senior Notes, due 2018		500,000		—		—		—		500,000
7 7/8% Senior Notes, due 2019		650,000		—		—		—		650,000
Interest payments on fixed rate debt		997,233		143,813		287,626		287,626		278,168
Estimated interest payments on variable rate debt (1)		406,268		99,787		166,367		140,114		—
Operating leases		128,794		34,090		43,292		21,206		30,206
Capital lease obligations		288		286		2		—		—
Contractual minimums under telephony agreements (2)		133,700		86,600		47,100		—		—
Purchase obligations (3)		78,632		73,974		4,077		581		—
Interest rate swaps		12,021		8,391		3,630		—		—
Total contractual cash obligations	$	5,273,301	$	458,510	$	1,031,386	$	1,875,031	$	1,908,374

(1) Interest rate assumptions based on October 5, 2011 LIBOR U.S. dollar swap rate curves for the next five years.

(2) Based on projected telephony minutes through 2013. The contractual minimum is usage based and could vary based on actual usage.

(3) Represents future obligations for capital and expense projects that are in progress or are committed.

The table above excludes amounts to be paid for taxes and long-term obligations under our Nonqualified Executive Retirement Savings Plan and Nonqualified Executive Deferred Compensation Plan. The table also excludes amounts to be paid for income tax contingencies because the timing thereof is highly uncertain. At September 30, 2011, we have accrued $16.8 million, including interest and penalties for uncertain tax positions.

Upon completion of the Proposed Offering, the contract for management services with the affiliates of Thomas H. Lee Partners, L.P. and Quadrangle Group LLC would be terminated. The early termination of this agreement will require a payment of an amount equal to the net present value (using a discount rate equal to the then prevailing yield on the U.S. Treasury Securities of like maturity) of the $4.0 million annual management fee that would have been payable under the management services agreement from the date of termination until the seventh anniversary of such termination, such fee to be due and payable at the closing of the offering.

Capital Expenditures

Our operations continue to require significant capital expenditures for technology, capacity expansion and upgrades. Capital expenditures were $72.3 million for the nine months ended September 30, 2011, compared to $84.8 million for the nine months ended September 30, 2010. We currently estimate our capital expenditures for the remainder of 2011 to be approximately $47.7 to $57.7 million primarily for equipment and upgrades at existing facilities.

Our senior secured term loan facility discussed above includes covenants which allow us the flexibility to issue additional indebtedness that is pari passu with or subordinated to our debt under our existing credit facilities in an aggregate principal amount not to exceed $848.6 million including the aggregate amount of principal payments

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made in respect of the senior secured term loan, incur capital lease indebtedness, finance acquisitions, construction, repair, replacement or improvement of fixed or capital assets, incur accounts receivable securitization indebtedness and non-recourse indebtedness; provided we are in pro forma compliance with our total leverage ratio and interest coverage ratio financial covenants. We or any of our affiliates may be required to guarantee any existing or additional credit facilities.

Off – Balance Sheet Arrangements

We utilize standby letters of credit to support primarily workers’ compensation policy requirements and certain operating leases. Performance obligations of several of our subsidiaries are supported by performance bonds and letters of credit. These obligations will expire at various dates through February 2013 and are renewed as required. The outstanding commitment on these obligations at September 30, 2011 was $21.0 million.

Effects of Inflation

We do not believe that inflation has had a material effect on our financial position or results of operations. However, there can be no assurance that our business will not be affected by inflation in the future.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements requires the use of estimates and assumptions on the part of management. The estimates and assumptions used by management are based on our historical experiences combined with management’s understanding of current facts and circumstances. Certain of our accounting policies are considered critical as they are both important to the portrayal of our financial condition and results of operations and require significant or complex judgment on the part of management. The accounting policies we consider critical are our accounting policies with respect to revenue recognition, allowance for doubtful accounts, goodwill and other intangible assets, and income taxes.

For additional discussion of these critical accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk Management

Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and changes in the market value of investments. The effect of inflation on our variable interest rate debt is discussed below in “Interest Rate Risk.”

Interest Rate Risk

As of September 30, 2011, we had $1,916.4 million outstanding under our senior secured term loan facility, $450 million outstanding under our 2016 Senior Subordinated Notes, $500 million outstanding under our 2018 Senior Notes and $650 million outstanding under our 2019 Senior Notes.

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Long-term obligations at variable interest rates subject to interest rate risk and the quarterly impact of a 50 basis point change in the variable interest rate, in thousands, at September 30, 2011 consist of the following:

	Outstanding at		Impact of a 0.5%
	variable interest		change in the
	rates		variable interest rate
Senior Secured Term Loan Facility (1)	$	916,365	$	1,145.5
Variable rate debt	$	916,365	$	1,145.5

(1) Net of $1,000.0 million interest rate swaps

Foreign Currency Risk

Our Unified Communications segment conducts business in countries outside of the United States. Revenue and expenses from these foreign operations are typically denominated in local currency, thereby creating exposure to changes in exchange rates. Generally, we do not hedge the foreign currency transactions. Changes in exchange rates may positively or negatively affect our revenue and net income attributed to these subsidiaries. Based on our level of operating activities in foreign operations during the nine months ended September 30, 2011, a five percent change in the value of the U.S. dollar relative to the Euro and British Pound Sterling would have positively or negatively affected our net operating income by approximately one percent.

On September 30, 2011 and 2010, the Communication Services segment had no material revenue outside the United States. Our facilities in Canada, Jamaica, Mexico and the Philippines operate under revenue contracts denominated in U.S. dollars. These contact centers receive calls only from customers in North America under contracts denominated in U.S. dollars and therefore our foreign currency exposure is primarily for expenses incurred in the respective country.

For the three and nine months ended September 30, 2011, revenues from non-U.S. countries were approximately 20% of consolidated revenues. For the three and nine months ended September 30, 2010, revenues from non-U.S. countries were approximately 16% of consolidated revenues. During these periods no individual foreign country accounted for greater than 10% of revenue. At September 30, 2011 and December 31, 2010, long-lived assets from non-U.S. countries were 9% and 10%, respectively. We have generally not entered into forward exchange or option contracts for transactions denominated in foreign currency to hedge against foreign currency risk. We are exposed to translation risk because our foreign operations are in local currency and must be translated into U.S. dollars. As currency exchange rates fluctuate, translation of our Statements of Operations of non-U.S. businesses into U.S. dollars affects the comparability of revenue, expenses, and operating income between periods.

Investment Risk

In 2010, we entered into three three-year interest rate swap agreements (cash flow hedges) to convert variable long-term debt to fixed rate debt. These swaps were for an additional aggregate notional value of $500.0 million, with interest rates ranging from 1.685% to 1.6975% and expire in June 2013. During 2009, we entered into three eighteen month forward starting interest rate swaps for a total notional value of $500.0 million. These forward starting interest rate swaps commenced during the third quarter of 2010. The fixed interest rate on these interest rate swaps ranges from 2.56% to 2.60%, and expires in January 2012. At September 30, 2011, the notional amount of debt outstanding under interest rate swap agreements was $1,000.0 million of the outstanding $1,916.4 million senior secured term loan facility hedged at rates from 1.685% to 2.60%.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. Our management team continues to review our internal controls and procedures and the effectiveness of those controls. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer and Treasurer concluded that, as of September 30, 2011, our disclosure controls and procedures are effective in ensuring that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i)

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recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (ii) that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting or in other factors during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. No corrective actions were required or taken.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we and certain of our subsidiaries are defendants in various litigation matters and are subject to claims from our clients for indemnification, some of which may involve claims for damages that are substantial in amount. We do not believe the disposition of claims currently pending will have a material adverse effect on our financial position, results of operations or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 10, 2011, the Company purchased from a former executive officer 182,864 of the Company’s Class A shares and 22,858 of the Company’s Class L shares. The purchase price per Class A share was $10.60. The purchase price per Class L share was $112.07. The respective purchase price per share was determined based on an independent third party appraisal performed as of October 31, 2010 by Corporate Valuation Advisors, Inc. and delivered to us in December 2010. The aggregate purchase price was $4,500,054.40. Also, in May and August the Company purchased in the aggregate 31,900 Class A shares from former employees. The purchase price per Class A share was $10.60.

Item 6. Exhibits

10.01	Supplemental Indenture, dated as of September 1, 2011, by and among InterCall Communications, Inc., Holly Connects, Inc. and Unisfair, LLC, West Corporation, and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of October 24, 2006, by and among West Corporation, the guarantors named therein and The Bank of New York, with respect to West Corporation’s $450.0 million aggregate principal amount of 11% senior subordinated notes due October 15, 2016
10.02	Supplemental Indenture, dated as of September 1, 2011, by and among InterCall Communications, Inc., Holly Connects, Inc. and Unisfair, LLC, West Corporation, and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of October 5, 2010, by and among West Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., with respect to West Corporation’s $500.0 million aggregate principal amount of 8 5/8% senior notes due 2018
10.03	Supplemental Indenture, dated as of September 1, 2011, by and among InterCall Communications, Inc., Holly Connects, Inc. and Unisfair, LLC, West Corporation, and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of November 24, 2010, by and among West Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., with respect to West Corporation’s $500.0 million aggregate principal amount of 7 7/8% senior notes due 2019
31.01	Certification pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Financial statements from the quarterly report on Form 10-Q of West Corporation for the quarter ended September 30, 2011, filed on November 1, 2011, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Balance Sheets; (iii) the Condensed Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Stockholders’ Deficit and (v) the Notes to Condensed Consolidated Financial Statements furnished herewith.

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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.

WEST CORPORATION
By:	/s/ Thomas B. Barker
	Thomas B. Barker Chief Executive Officer

By:	/s/ Paul M. Mendlik
	Paul M. Mendlik Chief Financial Officer and Treasurer

By:	/s/ R. Patrick Shields
	R. Patrick Shields Senior Vice President - Chief Accounting officer

Date: November 1, 2011

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EXHIBIT INDEX

Number	Description
10.01	Supplemental Indenture, dated as of September 1, 2011, by and among InterCall Communications, Inc., Holly Connects, Inc. and Unisfair, LLC, West Corporation, and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of October 24, 2006, by and among West Corporation, the guarantors named therein and The Bank of New York, with respect to West Corporation’s $450.0 million aggregate principal amount of 11% senior subordinated notes due October 15, 2016
10.02	Supplemental Indenture, dated as of September 1, 2011, by and among InterCall Communications, Inc., Holly Connects, Inc. and Unisfair, LLC, West Corporation, and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of October 5, 2010, by and among West Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., with respect to West Corporation’s $500.0 million aggregate principal amount of 8 5/8% senior notes due 2018
10.03	Supplemental Indenture, dated as of September 1, 2011, by and among InterCall Communications, Inc., Holly Connects, Inc. and Unisfair, LLC, West Corporation, and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of November 24, 2010, by and among West Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., with respect to West Corporation’s $500.0 million aggregate principal amount of 7 7/8% senior notes due 2019
31.01	Certification pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Financial statements from the quarterly report on Form 10-Q of West Corporation for the quarter ended September 30, 2011, filed on November 1, 2011, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Balance Sheets; (iii) the Condensed Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Stockholders’ Deficit and (v) the Notes to Condensed Consolidated Financial Statements furnished herewith.

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EX-10.01

Exhibit 10.1

SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “Supplemental Indenture”), dated as of September 1, 2011 among InterCall Communications, Inc., a Delaware corporation (“InterCall”), Holly Connects, Inc., a Delaware corporation (“Holly Connects”) and Unisfair, LLC, a Delaware limited liability company (together with InterCall and Holly Connects, each, a “Guaranteeing Subsidiary” and, together, the “Guaranteeing Subsidiaries”), West Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 24, 2006, providing for the issuance of an unlimited aggregate principal amount of 11% Senior Subordinated Notes due 2016 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Issuer and each Guaranteeing Subsidiary have been done.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or

performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following are hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) No Guaranteeing Subsidiary shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between each of the Guaranteeing Subsidiaries, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) Each Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

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(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior subordinated obligation of each Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of each Guaranteeing Subsidiary, if any.

(m) Each payment to be made by a Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, no Guaranteeing Subsidiary may consolidate or merge with or into or wind up into (whether or not the Issuer or such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A) such Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guaranteeing Subsidiary, expressly assumes all the obligations of such Guaranteeing Subsidiary under the Indenture and such Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

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(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Sections 4.10(a)(1) and (2) of the Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guaranteeing Subsidiary under the Indenture and such Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, any Guaranteeing Subsidiary may (x) consolidate or merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer or (y) merge with an Affiliate of the Issuer solely for the purpose of reincorporating such Guaranteeing Subsidiary in a State of the United States as long as the amount of the Indebtedness, Preferred Stock and Disqualified Stock is not increased thereby.

(5) Releases.

The Guarantee of any Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by such Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of such Guaranteeing Subsidiary’s Guarantee, upon:

(1)(A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guaranteeing Subsidiary (including any sale, exchange or transfer), after which such Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of such Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with Sections 4.10(a)(1) and (2) of the Indenture;

(B) the release or discharge of the guarantee by such Guaranteeing Subsidiary of the Senior Credit Facilities (including by reason of the termination of the Senior Credit Facilities) or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) such Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of any Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including such Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary.

(11) Subrogation. Each Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by each Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, no Guaranteeing Subsidiary shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(13) Successors. All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

INTERCALL COMMUNICATIONS, INC.
By:	/s/ Paul Mendlik

Name: Paul M. Mendlik

Title: Chief Financial Officer and Treasurer

HOLLY CONNECTS, INC.
By:	/s/ Paul Mendlik

Name: Paul M. Mendlik

Title: Chief Financial Officer and Treasurer

UNISFAIR, LLC
By:	InterCall, Inc., its Sole Member
By:	/s/ Paul Mendlik

Name: Paul M. Mendlik

Title: Chief Financial Officer and Treasurer

[Signature Page – Supplemental Senior Subordinated Notes Indenture No. 11]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
By:	/s/ Sharon McGrath
Name:	Sharon McGrath

Title: Vice President

[Signature Page – Supplemental Senior Subordinated Notes Indenture No. 11]

Acknowledged and Agreed to by:
WEST CORPORATION
By:	/s/ Paul Mendlik
Name:	Paul M. Mendlik
Title:	Chief Financial Officer and Treasurer

[Signature Page – Supplemental Senior Subordinated Notes Indenture No. 11]

EX-10.02

Exhibit 10.2

SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “Supplemental Indenture”), dated as of September 1, 2011 among InterCall Communications, Inc., a Delaware corporation (“InterCall”), Holly Connects, Inc., a Delaware corporation (“Holly Connects”), and Unisfair, LLC, a Delaware limited liability company (together with InterCall and Holly Connects, each, a “Guaranteeing Subsidiary” and, together, the “Guaranteeing Subsidiaries”), West Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of West Corporation and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 5, 2010, providing for the issuance of an unlimited aggregate principal amount of 8  ⁵/8% Senior Notes due 2018 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Issuer and each Guaranteeing Subsidiary have been done.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following are hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) No Guaranteeing Subsidiary shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between each of the Guaranteeing Subsidiaries, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) Each Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

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(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior obligation of each Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of each Guaranteeing Subsidiary, if any.

(m) Each payment to be made by a Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, no Guaranteeing Subsidiary may consolidate or merge with or into or wind up into (whether or not the Issuer or such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A) such Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guaranteeing Subsidiary, expressly assumes all the obligations of such Guaranteeing Subsidiary under the Indenture and such Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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(C) immediately after such transaction, no Default exists; and

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Sections 4.10(a)(1) and (2) of the Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guaranteeing Subsidiary under the Indenture and such Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, any Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

(5) Releases.

The Guarantee of any Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by such Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of such Guaranteeing Subsidiary’s Guarantee, upon:

(1)(A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guaranteeing Subsidiary (including any sale, exchange or transfer), after which such Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of such Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with Sections 4.10(a)(1) and (2) of the Indenture;

(B) the release or discharge of the guarantee by such Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) such Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of any Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including such Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary.

(11) Subrogation. Each Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by each Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, no Guaranteeing Subsidiary shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(13) Successors. All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

INTERCALL COMMUNICATIONS, INC.
By:	/s/ Paul Mendlik

Name: Paul M. Mendlik

Title: Chief Financial Officer and Treasurer

HOLLY CONNECTS, INC.
By:	/s/ Paul Mendlik

Name: Paul M. Mendlik

Title: Chief Financial Officer and Treasurer

UNISFAIR, LLC
By:	InterCall, Inc., its Sole Member
By:	/s/ Paul Mendlik

Name: Paul M. Mendlik

Title: Chief Financial Officer and Treasurer

[Signature Page – Supplemental Senior Notes Indenture No. 2 (2018)]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
By:	/s/ Sharon McGrath
Name:	Sharon McGrath

Title: Vice President

[Signature Page – Supplemental Senior Notes Indenture No. 2 (2018)]

Acknowledged and Agreed to by:
WEST CORPORATION
By:	/s/ Paul Mendlik
Name:	Paul M. Mendlik
Title:	Chief Financial Officer and Treasurer

[Signature Page – Supplemental Senior Notes Indenture No. 2 (2018)]

EX-10.03

Exhibit 10.3

SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “Supplemental Indenture”), dated as of September 1, 2011 among InterCall Communications, Inc., a Delaware corporation (“InterCall”), Holly Connects, Inc., a Delaware corporation (“Holly Connects”), and Unisfair, LLC, a Delaware limited liability company (together with InterCall and Holly Connects, each, a “Guaranteeing Subsidiary” and, together, the “Guaranteeing Subsidiaries”), West Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of West Corporation and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 24, 2010, providing for the issuance of an unlimited aggregate principal amount of 7  ⁷/8% Senior Notes due 2019 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Issuer and each Guaranteeing Subsidiary have been done.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and each Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following are hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including each Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) No Guaranteeing Subsidiary shall be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between each of the Guaranteeing Subsidiaries, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) Each Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of each Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

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(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior obligation of each Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of each Guaranteeing Subsidiary, if any.

(m) Each payment to be made by a Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, no Guaranteeing Subsidiary may consolidate or merge with or into or wind up into (whether or not the Issuer or such Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A) such Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guaranteeing Subsidiary, expressly assumes all the obligations of such Guaranteeing Subsidiary under the Indenture and such Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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(C) immediately after such transaction, no Default exists; and

(D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii) the transaction is made in compliance with Sections 4.10(a)(1) and (2) of the Indenture;

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guaranteeing Subsidiary under the Indenture and such Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, any Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

(5) Releases.

The Guarantee of any Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by such Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of such Guaranteeing Subsidiary’s Guarantee, upon:

(1)(A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guaranteeing Subsidiary (including any sale, exchange or transfer), after which such Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of such Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with Sections 4.10(a)(1) and (2) of the Indenture;

(B) the release or discharge of the guarantee by such Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C) the proper designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary; or

(D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) such Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of any Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including such Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

4

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary.

(11) Subrogation. Each Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by each Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, no Guaranteeing Subsidiary shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(13) Successors. All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

[Signature Pages Follow]

5

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

INTERCALL COMMUNICATIONS, INC.
By:	/s/ Paul Mendlik

Name: Paul M. Mendlik

Title: Chief Financial Officer and Treasurer

HOLLY CONNECTS, INC.
By:	/s/ Paul Mendlik

Name: Paul M. Mendlik

Title: Chief Financial Officer and Treasurer

UNISFAIR, LLC
By:	InterCall, Inc., its Sole Member
By:	/s/ Paul Mendlik

Name: Paul M. Mendlik

Title: Chief Financial Officer and Treasurer

[Signature Page – Supplemental Senior Notes Indenture No. 2 (2019)]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
By:	/s/ Sharon McGrath
Name:	Sharon McGrath

Title: Vice President

[Signature Page – Supplemental Senior Notes Indenture No. 2 (2019)]

Acknowledged and Agreed to by:
WEST CORPORATION
By:	/s/ Paul Mendlik
Name:	Paul M. Mendlik
Title:	Chief Financial Officer and Treasurer

[Signature Page – Supplemental Senior Notes Indenture No. 2 (2019)]

EX-31.01

Exhibit 31.01

CERTIFICATION

I, Thomas B. Barker, certify that:

1. I have reviewed this quarterly report on Form 10-Q of West Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 1, 2011	By:	/s/    Thomas B. Barker
		Thomas B. Barker
		Chief Executive Officer

56

EX-31.02

Exhibit 31.02

CERTIFICATION

I, Paul M. Mendlik, certify that:

1. I have reviewed this quarterly report on Form 10-Q of West Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 1, 2011	/s/ Paul M. Mendlik
	Paul M. Mendlik
	Chief Financial Officer and Treasurer

57

EX-32.01

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of West Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas B. Barker, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Thomas B. Barker        

Thomas B. Barker

Chief Executive Officer

November 1, 2011

EX-32.02

Exhibit 32.02

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of West Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul M. Mendlik, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/    Paul M. Mendlik         

Paul M. Mendlik

Chief Financial Officer and Treasurer

November 1, 2011

XML

Condensed Consolidated Statements Of Operations (Parenthetical) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Condensed Consolidated Statements Of Operations [Abstract]
Interest income	$ 54	$ 103	$ 271	$ 247

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 74,808	$ 97,793
Trust and restricted cash	11,199	15,122
Accounts receivable, net of allowance of $12,241 and $10,481	423,377	366,419
Deferred income taxes receivable	15,081	29,968
Prepaid assets	36,382	33,667
Other current assets	47,355	34,058
Total current assets	608,202	577,027
PROPERTY AND EQUIPMENT:
Property and equipment	1,092,163	1,032,205
Accumulated depreciation and amortization	(759,521)	(690,839)
Total property and equipment, net	332,642	341,366
GOODWILL	1,778,990	1,629,396
INTANGIBLE ASSETS, net of accumulated amortization of $402,457 and $357,500	350,319	299,685
OTHER ASSETS	152,719	157,776
TOTAL ASSETS	3,222,872	3,005,250
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	71,230	64,149
Accrued expenses	352,229	283,988
Current maturities of long-term debt	11,569	15,425
Total current liabilities	435,028	363,562
LONG-TERM OBLIGATIONS, less current maturities	3,504,796	3,518,141
DEFERRED INCOME TAXES	133,143	93,881
OTHER LONG-TERM LIABILITIES	75,634	68,721
Total liabilities	4,148,601	4,044,305
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' DEFICIT
Retained deficit	(2,543,767)	(2,516,315)
Accumulated other comprehensive loss	(21,043)	(26,250)
Treasury stock at cost (330 and 115 shares)	(3,290)	(1,023)
Total stockholders' deficit	(2,568,012)	(2,543,500)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	3,222,872	3,005,250
Class L Common Stock [Member]
STOCKHOLDERS' DEFICIT
Common Stock	1,642,283	1,504,445
Class A Common Stock [Member]
STOCKHOLDERS' DEFICIT
Common Stock	$ 88	$ 88

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Document And Entity Information	9 Months Ended
	Sep. 30, 2011	Oct. 24, 2011 Class L Common Stock [Member]	Oct. 24, 2011 Class A Common Stock [Member]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2011
Entity Registrant Name	WEST CORP
Entity Central Index Key	0001024657
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		9,971,656.8310	87,854,914.6480

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Goodwill And Other Intangible Assets

9 Months Ended

Sep. 30, 2011

Goodwill And Other Intangible Assets [Abstract]

Goodwill And Other Intangible Assets

3. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the activity in goodwill by reporting segment, in thousands, for the nine months ended September 30, 2011:

	Unified Communications		Communication Services			Consolidated
Balance at December 31, 2010	$	843,558	$	823,513		$	1,667,071
Acquisitions		134,934		16,839			151,773
Acquisition accounting adjustments		—		(2,907	)		(2,907	)
Foreign currency translation adjustment		990		(262	)		728
Gross carrying value at September 30, 2011		979,482		837,183			1,816,665
Impairment in 2010		—		(37,675	)		(37,675	)
Balance at September 30, 2011	$	979,482	$	799,508		$	1,778,990

The excess of the acquisition costs over the fair value of the assets acquired and liabilities assumed for the purchase of PivotPoint, Contact One, Smoothstone, Unisfair, TFCC, POSTcti and SPN were assigned to goodwill based on preliminary estimates. We are in the process of completing the acquisition accounting for certain intangible assets and liabilities. The process of completing the acquisition accounting involves numerous time consuming steps for information gathering, verification and review. We expect to finalize this process within twelve months following the respective acquisition dates. Goodwill recognized for PivotPoint, Contact One, Smoothstone, Unisfair, TFCC, POSTcti, and SPN at September 30, 2011 was approximately $11.7 million, $5.2 million, $90.6 million, $14.7 million, $18.9 million, $10.1 million and $3.0 million, respectively. During the third quarter of 2011 we finalized our acquisition accounting for the acquisition of TuVox. As a result of this finalization goodwill was reduced $0.3 million for a final working capital / escrow settlement.

Factors contributing to the recognition of goodwill

Factors that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of the PivotPont assets included PivotPonts's expertise in location accuracy compliance reporting mandated by the Federal Communications Commission, expansion of 9-1-1 products and services, market expansion and operational efficiencies.

Factors that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of the Contact One assets included Contact One's expertise in 9-1-1 database, mapping/GIS and expansion of 9-1-1 products and services.

Factors that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of Smoothstone included a complete product portfolio of cloud-based, network-centric Unified Communications solutions, a flexible deployment model which enables a menu of solutions to be implemented to replace or complement customers' existing on-premise equipment, expansion of the target market of potential clients and capital expenditure and operating cost avoidance.

A factor that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of Unisfair included enhancement of our virtual events and business environment services offering.

Factors that contributed to a purchase price resulting in the recognition of goodwill, deductible for tax purposes, for the purchase of TFCC included expansion of our presence in emergency alerts and notification services particularly in the utilities industry and the potential to drive additional services into this market.

A factor that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of the POSTcti assets included the expansion of our hosted and managed unified communications solutions to Europe.

Factors that contributed to a purchase price resulting in the recognition of goodwill, non-deductible for tax purposes, for the purchase of the SPN assets included SPN's expertise and the large market opportunity in pharmacy insurance claims.

Other intangible assets

Below is a summary of the major intangible assets and weighted average amortization periods (in years) for each identifiable intangible asset, in thousands:

	As of September 30, 2011							Weighted Average Amortization Period (Years)
Intangible assets	Acquired Cost		Accumulated Amortization			Net Intangible Assets
Customer lists	$	531,446	$	(321,568	)	$	209,878		9.2
Technology & Patents		132,981		(60,026	)		72,955		10.3
Trade names		51,110		—			51,110		Indefinite
Trade names (finite-lived)		22,785		(11,390	)		11,395		4.3
Other intangible assets		14,454		(9,473	)		4,981		4.6
Total	$	752,776	$	(402,457	)	$	350,319

	As of December 31, 2010							Weighted Average Amortization Period (Years)
Intangible assets	Acquired Cost		Accumulated Amortization			Net Intangible Assets
Customer lists	$	473,144	$	(289,889	)	$	183,255		9.0
Technology & Patents		102,311		(47,376	)		54,935		10.5
Trade names		58,710		—			58,710		Indefinite
Trade names (finite-lived)		12,379		(10,170	)		2,209		4.3
Other intangible assets		10,641		(10,065	)		576		5.6
Total	$	657,185	$	(357,500	)	$	299,685

Amortization expense for finite-lived intangible assets for the three and nine months ended September 30, 2011 and 2010, in thousands, was:

	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010
Finite-lived intangible asset amortization	$	16,153	$	15,009	$	45,724	$	47,188

Estimated annual amortization expense for the intangible assets noted above for 2011 and the next five years is as follows:

2011	$59.5 million
2012	$56.5 million
2013	$49.7 million
2014	$41.6 million
2015	$34.0 million
2016	$25.9 million

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2011

Stock-Based Compensation [Abstract]

Stock-Based Compensation

8. STOCK-BASED COMPENSATION

The 2006 Executive Incentive Plan ("EIP") was established to advance the interests of the Company and its affiliates by providing for the grant to participants of stock-based and other incentive awards. Awards under the EIP are intended to align the incentives of the Company's executives and investors and to improve the performance of the Company. The administrator, subject to approval by the board, will select participants from among those key employees and directors of, and consultants and advisors to, the Company or its affiliates who, in the opinion of the administrator, are in a position to make a significant contribution to the success of the Company and its affiliates. A maximum of 359,986 Equity Strips (each comprised of eight shares of Class A common stock and one share of Class L common stock), in each case pursuant to rollover options ("Management Rollover Options"), were authorized to be delivered in satisfaction of rollover option awards under the EIP. In addition, an aggregate maximum of 11,276,291 shares of Class A common stock may be delivered in satisfaction of other awards under the EIP.

In general, stock options granted under the EIP become exercisable over a period of five years, with 20% of the stock option becoming vested and exercisable at the end of each year. Once an option has vested, it generally remains exercisable during the continuation of the option holder's service until the tenth anniversary of the date of grant.

Stock Options

The following table presents the stock option activity under the EIP for the nine months ended September 30, 2011 and 2010, respectively:

				Options Outstanding
	Options Available for Grant			Number of Options			Weighted Average Exercise Price
Balance at January 1, 2010		454,347			2,501,500		$	2.42
Granted		(235,000	)		235,000			9.04
Canceled		99,600			(99,600	)		(3.40	)
Exercised		—			(58,400	)		(2.12	)
Balance at September 30, 2010		318,947			2,578,500		$	3.00
Balance at January 1, 2011		333,447			2,544,000		$	3.00
Granted		(160,000	)		160,000			10.60
Canceled		79,500			(79,500	)		(5.63	)
Exercised		—			(58,000	)		(2.20	)
Balance at September 30, 2011		252,947			2,566,500		$	3.41

At September 30, 2011, we expect that approximately 72% of options granted will vest over the vesting period.

At September 30, 2011, the intrinsic value of vested options was approximately $13.7 million.

The following table summarizes the information on the options granted under the EIP at September 30, 2011:

Outstanding								Exercisable
Range of Exercise Prices		Number of Options		Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
$	1.64		1,731,500		5.19	$	1.64		1,375,500	$	1.64
	3.61		220,000		7.25		3.61		88,000		3.61
	6.36		255,000		6.33		6.36		153,000		6.36
	9.04		205,000		8.58		9.04		41,000		9.04
	10.60		155,000		9.33		10.60		—		—
$	1.64 - $10.60		2,566,500		6.00	$	3.41		1,657,500	$	2.36

We account for the stock option grants under the EIP in accordance with Accounting Standards Codification 718 Compensation-Stock Compensation ("ASC 718"). The fair value of option awards granted under the EIP during 2011 and 2010 were $3.92 and $4.09 per option, respectively. We have estimated the fair value of EIP option awards on the grant date using a Black-Scholes option pricing model that uses the assumptions noted in the following table.

	2011			2010
Risk-free interest rate		1.87	%		3.11	%
Dividend yield		0.0	%		0.0	%
Expected volatility		33.2	%		40.0	%
Expected life (years)		6.5			6.5

The risk-free rate for periods within the expected life of the option is based on the zero-coupon U.S. government treasury strip with a maturity which approximates the expected life of the option at the time of grant.

There was approximately $2.2 million and $4.0 million unrecorded and unrecognized compensation cost related to unvested, time vesting, share based compensation stock options under the EIP at September 30, 2011 and 2010, respectively.

Executive Management Rollover Options

During the three and nine months ended September 30, 2011, no Management Rollover Options were exercised. At September 30, 2011, 287,326 Equity Strip options were fully vested and outstanding. The aggregate intrinsic value of these equity strip options was approximately $47.0 million.

Stock-Based Compensation Expense

The components of stock-based compensation expense, in thousands, are presented below:

	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010
Stock options	$	170	$	162	$	517	$	446
Restricted stock		346		368		1,037		1,117
Deferred compensation - notional shares		718		424		1,983		1,119
	$	1,234	$	954	$	3,537	$	2,682

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Consolidated Statements Of Stockholders' Deficit (USD $) In Thousands	Class A Common Stock [Member]	Additional Paid - In Capital [Member]	Retained Deficit [Member]	Treasury Stock [Member]	Other Comprehensive Income (Loss) Foreign Currency Translation [Member]	Other Comprehensive Income (Loss) On Cash Flow Hedges [Member]	Total
BALANCE, beginning at Dec. 31, 2009	$ 88		$ (2,408,770)	$ (53)	$ (4,147)	$ (12,583)	$ (2,425,465)
Net income			63,867				63,867
Foreign currency translation adjustment					(7,037)		(7,037)
Unrealized gain (loss) on cash flow hedges						(9,943)	(9,943)
Total comprehensive income							46,887
Purchase of stock				(151)			(151)
Executive Deferred Compensation Plan contributions		(579)					(579)
Stock options exercised including related tax benefits		122					122
Share based compensation		1,563					1,563
Accretion of Class L common stock priority return preference		(1,106)	(122,591)				(123,697)
BALANCE, end at Sep. 30, 2010	88		(2,467,494)	(204)	(11,184)	(22,526)	(2,501,320)
BALANCE, beginning at Dec. 31, 2010	88		(2,516,315)	(1,023)	(9,065)	(17,185)	(2,543,500)
Net income			106,305				106,305
Foreign currency translation adjustment					(4,194)		(4,194)
Reclassification of cash flow hedges into earnings, net of tax of $3,180						5,188	5,188
Unrealized gain (loss) on cash flow hedges						4,213	4,213
Total comprehensive income							111,512
Purchase of stock				(2,267)			(2,267)
Executive Deferred Compensation Plan contributions		2,136					2,136
Stock options exercised including related tax benefits		128					128
Share based compensation		1,554					1,554
Accretion of Class L common stock priority return preference		(3,818)	(133,757)				(137,575)
BALANCE, end at Sep. 30, 2011	$ 88		$ (2,543,767)	$ (3,290)	$ (13,259)	$ (7,784)	$ (2,568,012)

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Long-Term Obligations

9 Months Ended

Sep. 30, 2011

Long-Term Obligations [Abstract]

Long-Term Obligations

5. LONG-TERM OBLIGATIONS

Long-term debt is carried at amortized cost. Long-term obligations, in thousands, consist of the following as of:

	September 30,			December 31,
	2011			2010
Senior Secured Term Loan Facility, due 2013	$	448,434		$	450,210
Senior Secured Term Loan Facility, due 2016		1,467,931			1,483,356
11% Senior Subordinated Notes, due 2016		450,000			450,000
8 5/8% Senior Notes, due 2018		500,000			500,000
7 7/8% Senior Notes, due 2019		650,000			650,000
		3,516,365			3,533,566
Less: current maturities		(11,569	)		(15,425	)
Long-term obligations	$	3,504,796		$	3,518,141

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Business Segments

9 Months Ended

Sep. 30, 2011

Business Segments [Abstract]

Business Segments

10. BUSINESS SEGMENTS

Unified Communications, including conferencing and collaboration services, event services, alerts and notification services and IP-based unified communication solutions; and

Communication Services, including emergency communications, automated call processing and agent-based services.

	For the three months ended September 30,						For the nine months ended September 30,
	2011			2010			2011			2010
	(amounts in thousands)
Revenue:
Unified Communications	$	352,090		$	307,572		$	1,030,249		$	915,817
Communication Services		283,994			286,466			844,403			877,280
Intersegment eliminations		(3,281	)		(1,628	)		(8,211	)		(4,317	)
Total	$	632,803		$	592,410		$	1,866,441		$	1,788,780
Operating Income:
Unified Communications	$	100,279		$	81,661		$	290,760		$	242,509
Communication Services		31,668			(7,792	)		82,745			67,082
Total	$	131,947		$	73,869		$	373,505		$	309,591
Depreciation and Amortization
(Included in operating income, excludes 2010 goodwill impairment)
Unified Communications	$	21,794		$	20,170		$	64,021		$	66,479
Communication Services		22,337			21,876			63,895			61,884
Total	$	44,131		$	42,046		$	127,916		$	128,363
Capital Expenditures:
Unified Communications	$	13,257		$	9,881		$	32,599		$	34,294
Communication Services		12,678			10,629			32,776			33,556
Corporate		3,026			3,605			6,939			16,975
Total	$	28,961		$	24,115		$	72,314		$	84,825

	As of September 30, 2011		As of December 31, 2010
	(amounts in thousands)
Assets:
Unified Communications	$	1,634,220	$	1,401,242
Communication Services		1,359,746		1,375,643
Corporate		228,906		228,365
Total	$	3,222,872	$	3,005,250

For the three and nine months ended September 30, 2011 and 2010, our largest 100 clients represented the following percentages of our total revenue:

Three months ended September 30,		Nine months ended September 30,
2011	2010	2011	2010
55%	58%	55%	57%

The aggregate revenue as a percentage of our total revenue from our largest client, AT&T, during the three months ended September 30, 2011 and 2010 was approximately 9% and 10%, respectively. During the nine months ended September 30, 2011 and 2010 the aggregate revenue as a percentage of our total revenue from AT&T was 10% and 11%, respectively. No other client represented more than 10% of our aggregate revenue for the three and nine months ended September 30, 2011 and 2010.

For the three and nine months ended September 30, 2011 and 2010, revenues from non-U.S. countries as a percentage of consolidated revenue were:

Three months ended September 30,		Nine months ended September 30,
2011	2010	2011	2010
20%	16%	20%	16%

During these periods no individual foreign country accounted for greater than 10% of revenue. Revenue is attributed to an organizational region based on location of the billed customer's account. Geographic information by organizational region, in thousands, is noted below.

	For the three months ended September 30,				For the nine months ended September 30,
	2011		2010		2011		2010
	(amounts in thousands)
Revenue:
Americas - United States	$	508,750	$	491,588	$	1,497,812	$	1,488,523
Europe, Middle East & Africa (EMEA)		69,891		64,149		220,735		196,120
Asia Pacific		42,009		32,626		117,479		89,841
Americas - Other		12,153		4,047		30,415		14,296
Total	$	632,803	$	592,410	$	1,866,441	$	1,788,780

	As of September 30, 2011		As of December 31, 2010
	(amounts in thousands)
Long-Lived Assets:
Americas—United States	$	2,375,997	$	2,192,157
Europe, Middle East & Africa (EMEA)		215,056		210,689
Asia Pacific		18,964		19,646
Americas—Other		4,653		5,731
Total	$	2,614,670	$	2,428,223

The aggregate gain (loss) on transactions denominated in currencies other than the functional currency of West Corporation or any of its subsidiaries was approximately $0.1 million and ($1.9) million for the three months ended September 30, 2011 and 2010, respectively. The aggregate gain (loss) on transactions denominated in currencies other than the functional currency of West Corporation or any of its subsidiaries was approximately $2.8 million and ($3.1) million for the nine months ended September 30, 2011 and 2010, respectively.

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Hedging Activities

9 Months Ended

Sep. 30, 2011

Hedging Activities [Abstract]

Hedging Activities

6. HEDGING ACTIVITIES

Periodically, we have entered into interest rate swaps to hedge the cash flows from our variable rate debt, which effectively converts the hedged portion to fixed rate debt on our outstanding senior secured term loan facility. The initial assessments of hedge effectiveness were performed using regression analysis. The periodic measurements of hedge ineffectiveness are performed using the change in variable cash flows method.

The cash flow hedges are recorded at fair value with a corresponding entry, net of taxes, recorded in other comprehensive income ("OCI") until earnings are affected by the hedged item. At September 30, 2011, the notional amount of debt outstanding under the six interest rate swap agreements was $1.0 billion. The fixed interest rate on the six interest rate swaps range from 1.685% to 2.60%. During the three months ended September 30, 2011, three interest rate swaps with a notional value of $400.0 million matured. The interest rate on these three interest rate swaps ranged from 3.38% to 3.532%.

The following table presents, in thousands, the fair value of our derivatives and consolidated balance sheet location.

	Liability Derivatives
	September 30, 2011			December 31, 2010
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps	Accrued expenses	$	8,391	Accrued expenses	$	21,765
Interest rate swaps	Other long-term liabilities		3,630	Other long-term liabilities		5,725
			12,021			27,490
Derivatives not designated as hedging instruments:
Interest rate swaps	Accrued expenses		—	Accrued expenses		4,358
Total derivatives		$	12,021		$	31,848

The following presents, in thousands, the impact of interest rate swaps on the consolidated statement of operations for the three and nine months ended September 30, 2011 and 2010, respectively.

Derivatives designated	Amount of gain (loss) recognized in OCI for the three months ended September 30,					Location of gain (loss) reclassified from OCI into net income		Amount of gain (loss) reclassified from OCI into net income  for the three months ended September 30,					Amount of gain (loss) recognized in net income on hedges (ineffective portion) for the three months ended September 30,
as hedging instruments	2011		2010					2011			2010		2011		2010
Interest rate swaps	$	2,058	$	(3,045	)		Interest expense	$	(1,297	)	$	—	$	—	$	(60	)
	For the nine months ended September 30,							For the nine months ended September 30,					For the nine months ended September 30,
	2011		2010					2011			2010		2011		2010
Interest rate swaps	$	4,213	$	(9,943	)		Interest expense	$	(5,188	)	$	—	$	202	$	(6	)

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Accrued Expenses

9 Months Ended

Sep. 30, 2011

Accrued Expenses [Abstract]

Accrued Expenses

4. ACCRUED EXPENSES

Accrued expenses, in thousands, consisted of the following as of:

	September 30,		December 31,
	2011		2010
Accrued wages	$	67,851	$	46,673
Deferred revenue and customer deposits		67,502		48,845
Interest payable		60,711		31,318
Accrued other taxes (non-income related)		39,729		38,846
Accrued phone		33,190		25,568
Income taxes payable		20,142		1,055
Accrued employee benefit costs		15,466		17,214
Interest rate hedge position		8,391		26,123
Accrued lease expense		6,884		8,695
Accrued settlements		468		4,307
Other current liabilities		31,895		35,344
	$	352,229	$	283,988

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 106,305	$ 63,867
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation	77,340	77,156
Amortization	50,575	51,207
Goodwill impairment		37,675
Provision for share based compensation	3,537	2,682
Deferred income tax expense	22,423	10,726
Amortization of debt acquisition costs	10,056	12,009
Other	198	643
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable	(42,159)	(41,191)
Other assets	(11,430)	(5,380)
Accounts payable	8,437	20,211
Accrued wages	15,368	15,910
Accrued expenses, other liabilities and income tax payable	49,958	48,687
Net cash flows from operating activities	290,608	294,202
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired of $4,780 and $2,138	(211,531)	(29,463)
Purchases of property and equipment	(80,538)	(89,142)
Collections applied to principal of portfolio receivables		5,460
Other	102	30
Net cash flows from investing activities	(291,967)	(113,115)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit and accounts receivable securitization facilities	604,500	151,850
Payments on revolving credit and accounts receivable securitization facilities	(604,500)	(224,781)
Principal repayments on long-term obligations	(17,201)	(25,448)
Repurchase of common stock	(4,829)	(151)
Payments of capital lease obligations	(701)	(1,895)
Other	(611)	(441)
Net cash flows from financing activities	(23,342)	(100,866)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	1,716	(1,410)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(22,985)	78,811
CASH AND CASH EQUIVALENTS, Beginning of period	97,793	59,068
CASH AND CASH EQUIVALENTS, End of period	74,808	137,879
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	168,189	139,985
Cash paid during the period for income taxes, net of refunds of $1,456 and $885	25,541	20,511
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Acquisition of property through accounts payable commitments	$ 5,093	$ 4,317

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Consolidated Statements Of Stockholders' Deficit (Parenthetical) (USD $) In Thousands, except Share data	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Foreign currency translation adjustment, tax	$ 2,571	$ 4,313
Reclassification of cash flow hedges into earnings,tax	3,180
Unrealized gain (loss) on cash flow hedges, tax	$ 2,582	$ 6,094
Class A Common Stock [Member]
Purchase of stock, shares	214,764	16,779
Stock options exercised including related tax benefits, shares	58,000	58,400

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Organization, Consolidation And Presentation Of Financial Statements

9 Months Ended

Sep. 30, 2011

Organization, Consolidation And Presentation Of Financial Statements [Abstract]

Organization, Consolidation And Presentation Of Financial Statements

1. ORGANIZATION, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS

Business Description—West Corporation (the "Company" or "West") is a leading provider of technology-driven, outsourced communications services. "We," "us" and "our" also refer to West and its consolidated subsidiaries, as applicable. The scale and processing capacity of our proprietary technology platforms, combined with our expertise in managing voice and data transactions, enable us to offer a broad portfolio of services, including conferencing and collaboration, alerts and notifications, emergency communications and business processing outsourcing. Our services provide reliable, high-quality, mission critical communications designed to maximize return on investment for our clients. Our clients include Fortune 1000 companies, along with small and medium enterprises in a variety of industries, including telecommunications, banking, retail, financial services, public safety, technology and healthcare. We have sales and operations in the United States, Canada, Europe, the Middle East, Asia Pacific and Latin America.

We operate in two business segments:

• Unified Communications, including conferencing and collaboration services, event services, alerts and notification services and IP-based unified communication solutions; and

• Communication Services, including emergency communication services, automated call processing and

agent-based services.

Unified Communications

— Conferencing & Collaboration Services. Operating under the InterCall^® brand, we are the largest conferencing services provider in the world based on conferencing revenue, according to Wainhouse Research, and managed over 115 million conference calls in 2010. We provide our clients with an integrated global suite of meeting replacement services. These include on-demand automated conferencing services, video management services and web-based collaboration tools that allow clients to make presentations and share applications and documents over the Internet, as well as video conferencing applications that allow clients to experience real-time video presentations and conferences.

— Event Services. InterCall offers an event services team to help clients who would like extra assistance planning, conducting and gathering report information for large scale or high-value meetings or conferences. Event services include audio and video streaming services, virtual event design and hosting, and operator-assisted audio conferencing services.

— Alerts & Notifications Services. Our proprietary technology platforms allow clients to manage and deliver automated personalized communications. We use multiple delivery channels (voice, text messaging, email and fax) based on the preferences of the recipient. For example, we deliver patient notifications, appointment reminders and prescription reminders on behalf of our healthcare clients, provide travelers with flight arrival and departure updates on behalf of our transportation clients send and receive automated outage notifications and payment reminders on behalf of our utility clients and transmit emergency evacuation notices on behalf of municipalities. Our scalable platform enables a high volume of messages to be sent in a short amount of time. Our platforms also enable two-way communications which allow the recipients of a message to respond with relevant information to our clients.

— IP-Based Unified Communications Solutions. We provide our clients with enterprise class IP-based communications solutions enabled by our technology. We offer cloud-based IP-private branch exchange (PBX) call management and multi-protocol label switching (MPLS) network solutions, cloud-based security services, and integrated conferencing/desktop messaging and presence tools. We support these solutions with a range of professional sales engineering and systems integration services. We provide our clients with advice and the technology solutions to integrate their corporate communications.

Communication Services

—Platform-Based Services

— Emergency Communications Services. We believe we are one of the largest providers of emergency communications services, based on the number of 9-1-1 calls that we and other participants in the industry facilitate. Our services are critical in facilitating public safety agencies' ability to receive emergency calls from citizens. Our clients generally enter into long-term contracts and fund their obligations through monthly charges on users' telephone bills.

— Automated Call Processing. We believe we have developed a best-in-class automated customer service platform. Our services allow our clients to effectively communicate with their customers through inbound and outbound interactive voice response (IVR) applications using natural language speech recognition, automated voice prompts and network-based call routing services. In addition to these front-end customer service applications, we also provide analyses that help our clients improve their automated communications strategy. Our open standards-based platform allows the flexibility to integrate new capabilities, such as mobility, social media and cloud-based services.

— Agent-Based Services. We provide our clients with large-scale, agent-based services, including inbound customer care, customer acquisition and retention, business-to-business sales and account management, overpayment identification and recovery services, and receivables management solutions. We target opportunities to provide our agent-based services as part of larger strategic client engagements and with clients for whom these services can add value. We believe that we are known in the industry as a premium provider of these services. We have a flexible model with on-shore, off-shore and virtual home-based capabilities to fit our clients' needs.

Basis of Consolidation—The unaudited condensed consolidated financial statements include the accounts of West and our wholly-owned subsidiaries and reflect all adjustments (all of which are normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the financial position, operating results and cash flows for the interim periods. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2010. All intercompany balances and transactions have been eliminated. Our results for the three and nine months ended September 30, 2011 are not necessarily indicative of what our results will be for other interim periods or for the full fiscal year.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition—In our Unified Communications segment, our conferencing and collaboration services, event services and IP-based unified communications solutions are generally billed and revenue recognized on a per participant minute basis or per seat basis and our alerts and notifications services are generally billed, and revenue recognized, on a per message or per minute basis. We also charge clients for additional features, such as conference call recording, transcription services or professional services. Our Communication Services segment recognizes revenue for platform-based and agent-based services in the month that services are performed and services are generally billed based on call duration, hours of input, number of calls or a contingent basis. Emergency communications services revenue within the Communication Services segment is generated primarily from monthly fees based on the number of billing telephone numbers and cell towers covered under contract. In addition, product sales and installations are generally recognized upon completion of the installation and client acceptance of a fully functional system or, for contracts that are completed in stages recognized upon completion of such stages. As it relates to installation sales, as of January 1, 2010, we early adopted new revenue recognition guidance for multiple element arrangements. For contracts entered into prior to January 1, 2010, revenue associated with advance payments was deferred until the system installations are completed. Costs incurred on uncompleted contracts are accumulated and recorded as deferred costs until the system installations are completed. This guidance was adopted prospectively and specifically for the product sales and installation services for the emergency communications services revenue. Contracts for annual recurring services such as support and maintenance agreements are generally billed in advance and are recognized as revenue ratably (on a monthly basis) over the contractual periods. Nonrefundable up-front fees and related costs are recognized ratably over the term of the contract except in certain instances where the future benefit is linked to the customer relationship, which may necessitate a longer recognition period.

Revenue for contingent collection services and overpayment identification and recovery services is recognized in the month collection payments are received based upon a percentage of cash collected or other agreed upon contractual parameters. In December 2010, we sold the balance of the investment in receivable portfolios and no longer purchase receivables for collection. Prior to the sale, we used either the level-yield method or the cost recovery method to recognize revenue on these purchased receivable portfolios.

Common Stock—Our equity investors (i.e., an investment group led by Thomas H. Lee Partners, L.P. and Quadrangle Group, LLC (the "Sponsors"), Mary and Gary West, who are the founders of West (the "Founders") and certain members of management) own a combination of Class L and Class A shares (in strips of eight Class A shares and one Class L share per strip). Supplemental management incentive equity awards (restricted stock and option programs) have been implemented with Class A shares/options only. General terms of these securities are:

Class L shares: Each Class L share is entitled to a priority return preference equal to the sum of (x) $90 per share base amount plus (y) an amount sufficient to generate a 12% internal rate of return ("IRR") on that base amount, compounded quarterly, from the date of the recapitalization in which the Class L shares were originally issued, October 24, 2006 until the priority return preference is paid in full. Each Class L share also participates in any equity appreciation beyond the priority return on the same per share basis as the Class A shares.

Class A shares: Class A shares participate in the equity appreciation after the Class L priority return is satisfied.

Voting: Each share (whether Class A or Class L) is entitled to one vote per share on all matters on which stockholders vote, subject to Delaware law regarding class voting rights.

Distributions: Dividends and other distributions to stockholders in respect of shares, whether as part of an ordinary distribution of earnings, as a leveraged recapitalization or in the event of an ultimate liquidation and distribution of available corporate assets, are to be paid as follows. First, holders of Class L shares are entitled to receive an amount equal to the Class L base amount of $90 per share plus an amount sufficient to generate a 12% IRR on that base amount, compounded quarterly, from the closing date of the recapitalization to the date of payment. Second, after payment of this priority return to Class L holders, the holders of Class A shares and Class L shares participate together, as a single class, in any and all distributions by the Company.

Conversion of Class L shares: Class L shares automatically convert into Class A shares prior to an initial public offering ("IPO"). Also, the board of directors may elect to cause all Class L shares to be converted into Class A shares in connection with a transfer (by stock sale, merger or otherwise) of a majority of all common stock to a third party (other than to Thomas H. Lee Partners, LP and its affiliates). In the case of any such conversion (whether at an IPO or sale), if any unpaid Class L priority return (base $90/share plus accrued 12% IRR) remains unpaid at the time of conversion it will be "paid" in additional Class A shares valued at the deal price (in case of IPO, at the IPO price net of underwriter's discount); that is, each Class L share would convert into a number of Class A shares equal to (i) one plus (ii) a fraction, the numerator of which is the unpaid priority return on such Class L share and the denominator of which is the value of a Class A share at the time of conversion.

As the Class L stockholders control a majority of the votes of the board of directors through direct representation on the board of directors and the conversion and redemption features are considered to be outside the control of the Company, all shares of Class L common stock have been presented outside of permanent equity in accordance with ASC 480-10-S99, Classification and Measurement of Redeemable Securities. At September 30, 2011 and December 31, 2010, the 12% priority return preference has been accreted and included in the Class L share balance.

A reconciliation of the Class L common shares is presented below, in thousands:

	Nine months ended September 30, 2011			Nine months ended September 30, 2010
Beginning of period balance	$	1,504,445		$	1,332,721
Accretion of class L common stock priority return preference		137,575			123,697
Executive Deferred Compensation Plan activity		2,825			839
Purchase of Class L shares		(2,562	)		—
End of period balance	$	1,642,283		$	1,457,257

Cash and Cash Equivalents—We consider short-term investments with original maturities of three months or less at acquisition to be cash equivalents.

Trust and Restricted Cash—Trust cash represents cash collected on behalf of our clients that has not yet been remitted to them. A related liability is recorded in accounts payable until settlement with the respective clients. Restricted cash primarily represents cash held as collateral for certain letters of credit.

Foreign Currency and Translation of Foreign Subsidiaries—The functional currencies of our foreign operations are the respective local currencies. All assets and liabilities of our foreign operations are translated into U.S. dollars at fiscal period-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal period. The resulting translation adjustments are recorded as a component of stockholders' deficit and comprehensive income. Foreign currency transaction gains or losses are recorded in the statement of operations.

Subsequent Events—In accordance with the provisions of ASC 855, we have evaluated subsequent events. No subsequent events requiring recognition were identified and therefore none were incorporated into the condensed consolidated financial statements presented herein.

Recent Accounting Pronouncements—In December 2010, the Financial Accounting Standards Board ("FASB") issued guidance requiring an entity, such as the Company, with reporting units that have carrying amounts that are zero or negative to assess whether it is more likely than not that the reporting units' goodwill is impaired. The Company is required to perform step two of the goodwill impairment test if there are any adverse qualitative factors indicating that an impairment may exist for their reporting units with a zero or negative carrying value. This guidance became effective for the Company January 1, 2011 and the adoption had no effect on our financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU No. 2011- 05, Comprehensive Income (Topic 220), requiring entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. Reclassification adjustments between net income and other comprehensive income must be shown on the face of the statement(s), with no resulting change in net earnings. ASU No. 2011- 05 is effective for statements issued by the Company after January 1, 2012. The Company will provide the required financial reporting presentation upon the effective date.

In September 2011 the FASB issued ASU No. 2011- 08, Intangibles-Goodwill and Other (Topic 350), permitting entities the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. ASU No. 2011- 08 is effective for the Company January 1, 2012 and the adoption is not expected to have an effect on our financial position, results of operations or cash flows.

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Earnings Per Share

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share

9. EARNINGS PER SHARE

On October 2, 2009, the Company announced its intention to commence an equity offering and accordingly is providing the following information related to earnings per share.

We have two classes of common stock (Class L common stock and Class A common stock). Each Class L share is entitled to a priority return preference equal to the sum of (x) $90 per share base amount plus (y) an amount sufficient to generate a 12% internal rate of return on that base amount from the date of the recapitalization until the priority return preference is paid in full. Each Class L share also participates in any equity appreciation beyond the priority return on the same per share basis as the Class A shares. Class A shares participate in the equity appreciation after the Class L priority return is satisfied.

The Class L common stock is considered a participating stock security requiring use of the "two-class" method for the computation of basic net income (loss) per share in accordance with ASC 260 Earnings Per Share. Losses are not allocated to the Class L common stock in the computation of basic earnings per share as the Class L common stock is not obligated to share in losses.

Basic earnings per share ("EPS") excludes the effect of common stock equivalents and is computed using the "two-class" computation method, which divides earnings attributable to the Class L preference from total earnings. Any remaining income or loss is attributed to the Class A shares. Diluted earnings per share reflects the

potential dilution that could result if options or other contingently issuable shares were exercised or converted into common stock and notional shares from the Deferred Compensation Plan were granted. Diluted earnings per common share assumes the exercise of stock options using the treasury stock method.

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Net Income (Loss)	$	37,347		$	(8,429	)	$	106,305		$	63,867
Less: accretion of Class L Shares (1)		48,020			42,964			137,575			123,697
Net loss attributable to Class A Shares	$	(10,673	)	$	(51,393	)	$	(31,270	)	$	(59,830	)

(1) The Class L shareholders are allocated their priority return which is equivalent to the accretion, while any losses are allocated to Class A shareholders as the Class L shareholders do not have a contractual obligation to share in losses.

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Earnings (Loss) Per Common Share
Basic - Class L Shares	$	4.81		$	4.31		$	13.78		$	12.41
Basic - Class A Shares	$	(0.12	)	$	(0.58	)	$	(0.36	)	$	(0.68	)
Diluted - Class L Shares	$	4.62		$	4.13		$	13.22		$	11.90
Diluted - Class A Shares	$	(0.12	)	$	(0.58	)	$	(0.36	)	$	(0.68	)
Weighted Average Number of Shares Outstanding
Basic - Class L Shares		9,975			9,971			9,983			9,971
Basic and Diluted - Class A Shares		87,865			87,890			87,926			87,955
Dilutive impact of stock options
Class L Shares		428			427			425			424
Diluted Class L Shares		10,403			10,398			10,408			10,395

For purposes of calculating the diluted earnings per share for the Class A shares, 2.6 million options outstanding to purchase Class A shares at September 30, 2011 and 2010 have been excluded from the computation of diluted Class A shares outstanding because the income allocable to the Class A shares is a loss therefore the effect is anti-dilutive.

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Acquisitions

9 Months Ended

Sep. 30, 2011

Acquisitions [Abstract]

Acquisitions

2. ACQUISITIONS

PivotPoint

On August 10, 2011, we completed the acquisition of substantially all of the telecommunication business assets of PivotPoint Solutions, LLC ("PivotPoint"), a provider of wireless location accuracy compliance reporting, analysis and optimization. PivotPoint's technology allows wireless carriers to monitor and optimize their location finding networks. The purchase price was $22.9 million and was funded by cash on hand and partial use of our revolving credit facilities. The results of the acquired PivotPoint assets have been included in the Communication Services segment since August 10, 2011.

Contact One

On June 7, 2011, we completed the acquisition of substantially all of the assets of Contact One, Inc. ("Contact One"), a provider of 9-1-1 database, mapping/GIS (Geographic Information System) and 9-1-1 products and services. The purchase price was $7.6 million and was funded by cash on hand. The results of the acquired Contact One assets have been included in the Communication Services segment since June 7, 2011.

Smoothstone

On June 3, 2011, we completed the acquisition of Smoothstone IP Communications Corporation ("Smoothstone"), a provider of cloud-based communications for the enterprise. The acquisition of Smoothstone added cloud-based IP telephony and network management to our Unified Communications solutions portfolio. The purchase price was $120.7 million and was funded by cash on hand and partial use of our revolving credit facilities. The results of Smoothstone have been included in the Unified Communications segment since June 3, 2011.

Unisfair

On March 1, 2011, we completed the acquisition of Unisfair, Inc. ("Unisfair"), a provider of hosted virtual events and business environments. These virtual events and environments offer a highly interactive experience through speaking sessions, exhibition floors and networking areas that support many business purposes, including sales and lead generation, training, product marketing and corporate and employee communications. The addition of Unisfair enhances our virtual event offering by permitting us to offer a complete end-to-end solution on a proprietary platform within our Unified Communications segment. The purchase price was $19.5 million and was funded by cash on hand. The results of Unisfair have been included in the Unified Communications segment since March 1, 2011.

TFCC

On February 1, 2011, we completed the acquisition of Twenty First Century Communications, Inc. ("TFCC"), a provider of automated alerts and notification solutions to the electric utilities industry, government, public safety and corporate markets. The addition of TFCC enhances our alerts and notifications platform and our position as a service provider to the U.S. utility industry. The purchase price was $40.5 million and was funded by cash on hand and partial use of our revolving credit facilities. The results of TFCC have been included in the Unified Communications segment since February 2, 2011.

POSTcti

On February 1, 2011, we completed the acquisition of Preferred One Stop Technologies Limited ("POSTcti"), a provider of unified communications solutions and services in Europe. POSTcti enables and provides single source communication convergence from best-of-breed industry-leading providers, combined with customized professional services implementation and dedicated ongoing product support. The purchase price included $4.3 million of non-contingent consideration paid in Sterling at closing and was funded with cash on hand. The purchase agreement for POSTcti also includes a three year contingent earn-out provision with a maximum payment of approximately £12.0 million and £0.4 million (approximately $18.7 million and $0.6 million at the September 30, 2011 exchange rate) of additional non-contingent deferred consideration withheld to secure sellers' indemnification obligations. Based on a weighted average probability analysis, we have accrued $8.5 million at September 30, 2011 for the contingent earn-out. The results of the acquired POSTcti assets have been included in the Unified Communications segment since February 1, 2011.

SPN

On November 9, 2010, we completed the acquisition of substantially all of the assets of Specialty Pharmacy Network, Inc. ("SPN"), a provider of billing and management information to payers and providers that participate in managing, administering and paying specialty pharmacy claims. SPN's primary offering is a server based application whose data mining capabilities allow SPN to identify indicators of medical claim overpayment based on a proprietary library of pharmacy edits. The purchase price was $3.5 million and was funded by cash on hand. The results of the acquired SPN assets have been included in the Communication Services segment since November 9, 2010.

TuVox

On July 21, 2010, we completed the acquisition of TuVox Incorporated ("TuVox"), a provider of on-demand and interactive voice recognition applications. The purchase price was $16.5 million and was funded by cash on hand. The results of operations for TuVox have been included in the Communication Services segment since July 21, 2010.

Total acquisition costs expensed during the three and nine months ended September 30, 2011 were $0.4 million and $2.6 million, respectively, compared to $0.4 million and $1.3 million for the three and nine months ended September 30, 2010.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the respective acquisition dates for PivotPoint, Contact One, Smoothstone, Unisfair, TFCC, POSTcti, SPN and TuVox. The finite lived intangible assets are comprised of trade names, technology, non-competition agreements and customer relationships. We are in the process of completing the valuation of certain intangible assets and the acquisition accounting allocation, and accordingly the information presented with respect to the acquisitions of PivotPoint, Contact One, Smoothstone, Unisfair, TFCC, POSTcti and SPN are provisional and subject to adjustment.

(Amounts in thousands)	PivotPoint		Contact One			Smoothstone			Unisfair			TFCC		POSTcti			SPN		TuVox
Working Capital	$	91	$	(390	)	$	(423	)	$	(3,694	)	$	1,080	$	(1,255	)	$	—	$	(1,245	)
Property and equipment		307		56			1,484			339			3,304		18			—		242
Other assets, net		30		—			—			42			—		—			—		10,365
Intangible assets		10,791		2,785			48,610			10,960			17,250		3,859			550		7,907
Goodwill		11,650		5,189			90,551			15,305			18,870		10,208			2,988		1,212
Total assets acquired		22,869		7,640			140,222			22,952			40,504		12,830			3,538		18,481
Non-current deferred taxes		—		—			18,472			3,452			—		—			—		2,030
Long-term liabilities		—		—			1,047			—			—		8,537			—		—
Total liabilities assumed		—		—			19,519			3,452			—		8,537			—		2,030
Net assets acquired	$	22,869	$	7,640		$	120,703		$	19,500		$	40,504	$	4,293		$	3,538	$	16,451

Pro forma

Assuming acquisitions made since January 1, 2010, occurred as of the beginning of the periods presented, our unaudited pro forma results of operations for the three and nine months ended September 30, 2011 and 2010, respectively, would have been as follows, in thousands:

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Revenue	$	633,286		$	611,759		$	1,889,420		$	1,853,911
Net Income (Loss)	$	37,627		$	(11,640	)	$	103,902		$	52,913
Earnings per common L share - basic	$	4.81		$	4.31		$	13.78		$	12.41
Earnings per common L share - diluted	$	4.62		$	4.13		$	13.22		$	11.90
Loss per common A share - basic	$	(0.12	)	$	(0.62	)	$	(0.37	)	$	(0.80	)
Loss per common A share- diluted	$	(0.12	)	$	(0.62	)	$	(0.37	)	$	(0.80	)

The pro forma results above are not necessarily indicative of the operating results that would have actually occurred if the acquisitions had been in effect on the date indicated, nor are they necessarily indicative of future results of the combined companies.

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Financial Information For Subsidiary Guarantor And Subsidiary Non-Guarantor

9 Months Ended

Sep. 30, 2011

Financial Information For Subsidiary Guarantor And Subsidiary Non-Guarantor [Abstract]

Financial Information For Subsidiary Guarantor And Subsidiary Non-Guarantor

12. FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTOR AND SUBSIDIARY NON-GUARANTOR

West Corporation and our U.S. based wholly owned subsidiary guarantors, jointly, severally, fully and unconditionally are responsible for the payment of principal, premium and interest on our senior notes and senior subordinated notes. Presented below, in thousands, is condensed consolidated financial information for West Corporation and our subsidiary guarantors and subsidiary non-guarantors for the periods indicated.

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Three Months Ended September 30, 2011
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	501,959		$	130,844		$	—		$	632,803
COST OF SERVICES		—			228,342			56,064			—			284,406
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(4,716	)		182,474			38,692			—			216,450
OPERATING INCOME		4,716			91,143			36,088			—			131,947
OTHER INCOME (EXPENSE):
Interest Expense, net of interest income		(41,390	)		(29,816	)		3,864			—			(67,342	)
Subsidiary Income		71,178			25,569			—			(96,747	)		—
Other		(4,304	)		3,032			(3,042	)		—			(4,314	)
Other income (expense)		25,484			(1,215	)		822			(96,747	)		(71,656	)
INCOME BEFORE INCOME TAX EXPENSE		30,200			89,928			36,910			(96,747	)		60,291
INCOME TAX EXPENSE (BENEFIT)		(7,147	)		19,674			10,417			—			22,944
NET INCOME	$	37,347		$	70,254		$	26,493		$	(96,747	)	$	37,347

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Three Months Ended September 30, 2010
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	481,285		$	111,125		$	—		$	592,410
COST OF SERVICES		—			217,041			42,682			—			259,723
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		3,695			220,424			34,699			—			258,818
OPERATING INCOME (LOSS)		(3,695	)		43,820			33,744			—			73,869
OTHER INCOME (EXPENSE):
Interest Expense, net of interest income		(41,835	)		(24,337	)		2,986			—			(63,186	)
Subsidiary Income		22,610			15,083			—			(37,693	)		—
Other		3,667			2,827			(3,698	)		—			2,796
Other income (expense)		(15,558	)		(6,427	)		(712	)		(37,693	)		(60,390	)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE		(19,253	)		37,393			33,032			(37,693	)		13,479
INCOME TAX EXPENSE (BENEFIT)		(10,824	)		15,038			17,694			—			21,908
NET INCOME (LOSS)	$	(8,429	)	$	22,355		$	15,338		$	(37,693	)	$	(8,429	)

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Nine Months Ended September 30, 2011
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	1,474,031		$	392,410		$	—		$	1,866,441
COST OF SERVICES		—			668,750			163,479			—			832,229
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(1,407	)		545,265			116,849			—			660,707
OPERATING INCOME		1,407			260,016			112,082			—			373,505
OTHER INCOME (EXPENSE):
Interest expense, net of interest income		(123,141	)		(90,792	)		10,448			—			(203,485	)
Subsidiary Income		206,684			81,446			—			(288,130	)		—
Other		(1,306	)		13,940			(11,136	)		—			1,498
Other income (expense)		82,237			4,594			(688	)		(288,130	)		(201,987	)
INCOME BEFORE INCOME TAX EXPENSE		83,644			264,610			111,394			(288,130	)		171,518
INCOME TAX EXPENSE (BENEFIT)		(22,661	)		58,569			29,305			—			65,213
NET INCOME	$	106,305		$	206,041		$	82,089		$	(288,130	)	$	106,305

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Nine Months Ended September 30, 2010
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	1,463,173		$	325,607		$	—		$	1,788,780
COST OF SERVICES		—			660,270			123,709			—			783,979
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		2,650			591,135			101,425			—			695,210
OPERATING INCOME (LOSS)		(2,650	)		211,768			100,473			—			309,591
OTHER INCOME (EXPENSE):
Interest expense, net of interest income		(115,772	)		(74,074	)		7,729			—			(182,117	)
Subsidiary Income		148,268			79,140			—			(227,408	)		—
Other		4,373			4,971			(6,733	)		—			2,611
Other income (expense)		36,869			10,037			996			(227,408	)		(179,506	)
INCOME BEFORE INCOME TAX EXPENSE		34,219			221,805			101,469			(227,408	)		130,085
INCOME TAX EXPENSE (BENEFIT)		(29,648	)		74,276			21,590			—			66,218
NET INCOME	$	63,867		$	147,529		$	79,879		$	(227,408	)	$	63,867

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED BALANCE SHEET

(AMOUNTS IN THOUSANDS)

	September 30, 2011
	Parent / Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,110		$	—	$	84,232		$	(11,534	)	$	74,808
Trust and restricted cash		—			11,199		—			—			11,199
Accounts receivable, net		—			59,678		363,699			—			423,377
Intercompany receivables		—			535,547		—			(535,547	)		—
Deferred income tax receivable		2,584			11,006		1,491			—			15,081
Prepaid assets		2,470			26,026		7,886			—			36,382
Other current assets		4,482			300,207		(257,334	)		—			47,355
Total current assets		11,646			943,663		199,974			(547,081	)		608,202
PROPERTY AND EQUIPMENT, NET		70,072			231,378		31,192			—			332,642
INVESTMENT IN SUBSIDIARIES		1,430,625			349,731		—			(1,780,356	)		—
GOODWILL		—			1,597,947		181,043			—			1,778,990
INTANGIBLES, net		—			295,806		54,513			—			350,319
OTHER ASSETS		99,947			50,919		1,853			—			152,719
TOTAL ASSETS	$	1,612,290		$	3,469,444	$	468,575		$	(2,327,437	)	$	3,222,872
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	3,300		$	70,826	$	8,638		$	(11,534	)	$	71,230
Intercompany payables		530,198			—		5,349			(535,547	)		—
Accrued expenses		27,348			254,662		70,219			—			352,229
Current maturities of long-term debt		1,766			9,803		—			—			11,569
Total current liabilities		562,612			335,291		84,206			(547,081	)		435,028
LONG -TERM OBLIGATIONS, less current maturities		1,890,723			1,614,073		—			—			3,504,796
DEFERRED INCOME TAXES		34,471			79,176		19,496			—			133,143
OTHER LONG-TERM LIABILITIES		50,213			15,331		10,090			—			75,634
CLASS L COMMON STOCK		1,642,283			—		—			—			1,642,283
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(2,568,012	)		1,425,573		354,783			(1,780,356	)		(2,568,012	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,612,290		$	3,469,444	$	468,575		$	(2,327,437	)	$	3,222,872

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED BALANCE SHEET

(AMOUNTS IN THOUSANDS)

	December 31, 2010
	Parent / Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	—	$	102,385		$	(4,592	)	$	97,793
Trust cash		—			15,122		—			—			15,122
Accounts receivable, net		—			48,738		317,681			—			366,419
Intercompany receivables		—			416,017		—			(416,017	)		—
Deferred income taxes receivable		9,848			16,532		3,588			—			29,968
Prepaid assets		2,981			24,451		6,235			—			33,667
Other current assets		2,559			23,680		7,819			—			34,058
Total current assets		15,388			544,540		437,708			(420,609	)		577,027
PROPERTY AND EQUIPMENT, NET		68,026			243,300		30,040			—			341,366
INVESTMENT IN SUBSIDIARIES		1,069,843			271,278		—			(1,341,121	)		—
GOODWILL		—			1,471,124		158,272			—			1,629,396
INTANGIBLES, net		—			244,833		54,852			—			299,685
OTHER ASSETS		110,090			288,496		(240,810	)		—			157,776
TOTAL ASSETS	$	1,263,347		$	3,063,571	$	440,062		$	(1,761,730	)	$	3,005,250
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	7,448		$	52,291	$	9,002		$	(4,592	)	$	64,149
Intercompany payables		340,974			—		75,043			(416,017	)		—
Accrued expenses		10,412			214,349		59,227			—			283,988
Current maturities of long-term debt		4,777			10,648		—			—			15,425
Total current liabilities		363,611			277,288		143,272			(420,609	)		363,562
LONG - TERM OBLIGATIONS, less current maturities		1,888,775			1,629,366		—			—			3,518,141
DEFERRED INCOME TAXES		20,421			53,839		19,621			—			93,881
OTHER LONG-TERM LIABILITIES		29,595			37,644		1,482			—			68,721
CLASS L COMMON STOCK		1,504,445			—		—			—			1,504,445
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(2,543,500	)		1,065,434		275,687			(1,341,121	)		(2,543,500	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,263,347		$	3,063,571	$	440,062		$	(1,761,730	)	$	3,005,250

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Condensed Consolidating Statements of Cash Flows

(AMOUNTS IN THOUSANDS)

	Nine Months Ended September 30, 2011
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination and Consolidating Entries			Consolidated
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	293,347		$	8,795		$	(11,534	)	$	290,608
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(185,845	)		(25,686	)		—			(211,531	)
Purchase of property and equipment		(6,939	)		(62,972	)		(10,627	)		—			(80,538	)
Other		—			95			7			—			102
Net cash flows from investing activities		(6,939	)		(248,722	)		(36,306	)		—			(291,967	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit and accounts receivable securitization facilities		342,500			—			262,000			—			604,500
Payments on revolving credit and accounts receivable securitization facilities		(342,500	)		—			(262,000	)		—			(604,500	)
Principal repayments on long-term obligations		(5,327	)		(11,874	)		—			—			(17,201	)
Repurchase of common stock		(4,829	)		—			—			—			(4,829	)
Payments of capital lease obligations		(628	)		(47	)		(26	)		—			(701	)
Other		(611	)		—			—			—			(611	)
Net cash flows from financing activities		(11,395	)		(11,921	)		(26	)		—			(23,342	)
Intercompany		20,444			(32,704	)		7,668			4,592			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			1,716			—			1,716
NET CHANGE IN CASH AND CASH EQUIVALENTS		2,110			—			(18,153	)		(6,942	)		(22,985	)
CASH AND CASH EQUIVALENTS, Beginning of period		—			—			102,385			(4,592	)		97,793
CASH AND CASH EQUIVALENTS, End of period	$	2,110		$	—		$	84,232		$	(11,534	)	$	74,808

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Condensed Consolidating Statements of Cash Flows

(AMOUNTS IN THOUSANDS)

	Nine Months Ended September 30, 2010
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination and Consolidating Entries			Consolidated
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	267,006		$	37,548		$	(10,352	)	$	294,202
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(20,263	)		(9,200	)		—			(29,463	)
Purchase of property and equipment		(17,643	)		(62,143	)		(9,356	)		—			(89,142	)
Collections applied to principal of portfolio receivables		—			5,460			—			—			5,460
Other		—			30			—			—			30
Net cash flows from investing activities		(17,643	)		(76,916	)		(18,556	)		—			(113,115	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit and accounts receivable securitization facilities		59,850			—			92,000			—			151,850
Payments on revolving credit and accounts receivable securitization facilities		(132,781	)		—			(92,000	)		—			(224,781	)
Principal repayments on long-term obligations		(7,286	)		(18,162	)		—			—			(25,448	)
Proceeds from stock options exercised including excess tax benefits		123			—			—			—			123
Payments of portfolio notes payable		—			(543	)		—			—			(543	)
Payments of capital lease obligations		(1,806	)		(44	)		(45	)		—			(1,895	)
Debt issuance cost		(5	)		—			—			—			(5	)
Other		(167	)		—			—			—			(167	)
Net cash flows from financing activities		(82,072	)		(18,749	)		(45	)		—			(100,866	)
Intercompany		174,092			(171,341	)		(13,014	)		10,263			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			(1,410	)		—			(1,410	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		74,377			—			4,523			(89	)		78,811
CASH AND CASH EQUIVALENTS, Beginning of period		2,349			—			66,982			(10,263	)		59,068
CASH AND CASH EQUIVALENTS, End of period	$	76,726		$	—		$	71,505		$	(10,352	)	$	137,879

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data	Sep. 30, 2011	Dec. 31, 2010
Accounts receivable, allowance	$ 12,241	$ 10,481
Accumulated amortization	$ 402,457	$ 357,500
Treasury stock, shares	330,000	115,000
Class L Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	9,977,000	9,988,000
Common stock, shares outstanding	9,977,000	9,988,000
Class A Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	88,226,000	88,071,000
Common stock, shares outstanding	87,896,000	87,956,000

XML

Condensed Consolidated Statements Of Cash Flows (Parenthetical) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Condensed Consolidated Statements Of Cash Flows [Abstract]
Business acquisitions, cash acquired	$ 4,780	$ 2,138
Income taxes paid, refunds	$ 1,456	$ 885

XML

Fair Value Disclosures

9 Months Ended

Sep. 30, 2011

Fair Value Disclosures [Abstract]

Fair Value Disclosures

7. FAIR VALUE DISCLOSURES

Accounting Standards Codification 820 Fair Value Measurements and Disclosures ("ASC 820") defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. ASC 820:

Defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date; and

Establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the hierarchy are defined as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument.

Level 3 inputs are unobservable inputs for assets or liabilities.

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

Trading Securities (Asset). The assets held in the West Corporation Executive Retirement Savings Plan and the West Corporation Non-qualified Deferred Compensation Plan represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with ASC 320 considering the employee's ability to change the investment allocation of their deferred compensation at any time. Quoted market prices are available for these securities in an active market, therefore, the fair value of these securities is determined by Level 1 inputs.

Interest rate swaps. The effect of the interest rate swaps is to change a variable rate debt obligation to a fixed rate for that portion of the debt that is hedged. We record the interest rate swaps at fair value. The fair value of the interest rate swaps is based on a model whose inputs are observable (LIBOR swap rates); therefore, the fair value of these interest rate swaps is based on a Level 2 input.

Assets and liabilities measured at fair value on a recurring basis at September 30, 2011 and December 31, 2010, in thousands, are summarized below:

			Fair Value Measurements at September 30, 2011 Using:
Description	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets / Liabilities at Fair Value
Assets
Trading securities	$	27,261	$	27,261	$	—	$	—	$	27,261
Liabilities
Interest rate swaps	$	12,021	$	—	$	12,021	$	—	$	12,021

			Fair Value Measurements at December 31, 2010 Using:
Description	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets / Liabilities at Fair Value
Assets
Trading securities	$	26,834	$	26,834	$	—	$	—	$	26,834
Liabilities
Interest rate swaps	$	31,848	$	—	$	31,848	$	—	$	31,848

The following table sets forth the fair value of our long-term debt based on market quotes compared to the carrying amount, in millions, as of the dates indicated:

September 30, 2011		December 31, 2010
Fair Value	Carrying Value	Fair Value	Carrying Value
$ 3,449.9	$3,516.4	$3,604.6	$3,533.6

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Commitments And Contingencies

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies [Abstract]

Commitments And Contingencies

11. COMMITMENTS AND CONTINGENCIES

West Corporation and certain of our subsidiaries are defendants in various litigation matters in the ordinary course of business, some of which involve claims for damages that are substantial in amount. We believe the disposition of claims currently pending will not have a material adverse effect on our financial position, results of operations or cash flows.

XML

Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
REVENUE	$ 632,803	$ 592,410	$ 1,866,441	$ 1,788,780
COST OF SERVICES	284,406	259,723	832,229	783,979
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	216,450	258,818	660,707	695,210
OPERATING INCOME	131,947	73,869	373,505	309,591
OTHER INCOME (EXPENSE):
Interest expense, net of interest income of $54, $103, $271 and $247	(67,342)	(63,186)	(203,485)	(182,117)
Other	(4,314)	2,796	1,498	2,611
Other expense	(71,656)	(60,390)	(201,987)	(179,506)
INCOME BEFORE INCOME TAX EXPENSE	60,291	13,479	171,518	130,085
INCOME TAX EXPENSE	22,944	21,908	65,213	66,218
NET INCOME (LOSS)	$ 37,347	$ (8,429)	$ 106,305	$ 63,867
Class L Common Stock [Member]
EARNINGS (LOSS) PER COMMON SHARE:
Basic	$ 4.81	$ 4.31	$ 13.78	$ 12.41
Diluted	$ 4.62	$ 4.13	$ 13.22	$ 11.90
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic	9,975	9,971	9,983	9,971
Diluted	10,403	10,398	10,408	10,395
Class A Common Stock [Member]
EARNINGS (LOSS) PER COMMON SHARE:
Basic	$ (0.12)	$ (0.58)	$ (0.36)	$ (0.68)
Diluted	$ (0.12)	$ (0.58)	$ (0.36)	$ (0.68)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic	87,865	87,890	87,926	87,955
Diluted	87,865	87,890	87,926	87,955