Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

10-Q 1 d493814d10q.htm FORM 10-Q Form 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 March 31, 2013

¨	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 001-35846

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 ¨ No x

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.

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 April 26, 2013, 83,449,670 shares of the registrant’s common stock were outstanding.

INDEX


		Page No.
PART I. FINANCIAL INFORMATION			3
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2013 and 2012		4
	Condensed Consolidated Statements of Comprehensive Income (Loss) - Three Months Ended March 31, 2013 and 2012		5
	Condensed Consolidated Balance Sheets - March 31, 2013 and December 31, 2012		6
	Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2013 and 2012		7
	Condensed Consolidated Statements of Stockholders’ Deficit - Three Months Ended March 31, 2013 and 2012		8
	Notes to Condensed Consolidated Financial Statements		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		49
Item 4.	Controls and Procedures		49

PART II. OTHER INFORMATION			50
Item 1.	Legal Proceedings		50
Item 1A.	Risk Factors		50
Item 2.	Sale of Unregistered Securities		59
Item 5.	Other Information		60
Item 6.	Exhibits		61
SIGNATURES			62
EXHIBIT INDEX			63

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

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 March 31, 2013, and the related condensed consolidated statements of operations, comprehensive income (loss), stockholders’ deficit and cash flows for the three-month periods ended March 31, 2013 and 2012. 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, 2012, and the related consolidated statements of operations, comprehensive income, stockholders’ deficit, and cash flows for the year then ended (not presented herein); and in our report dated February 8, 2013, 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, 2012 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

April 29, 2013

WEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)


	Three Months Ended
	March 31,
	2013			2012
REVENUE	$	660,224		$	639,062
COST OF SERVICES		309,067			291,702
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		257,867			233,118

OPERATING INCOME		93,290			114,242
OTHER INCOME (EXPENSE):
Interest expense, net of interest income of $63 and $102		(72,879	)		(62,062	)
Subordinated debt call premium		(16,502	)		—
Other, net		979			2,730

Other expense		(88,402	)		(59,332	)

INCOME BEFORE INCOME TAX EXPENSE		4,888			54,910
INCOME TAX EXPENSE		1,833			20,866

NET INCOME	$	3,055		$	34,044

EARNINGS PER COMMON SHARE:
Basic Common	$	0.05		$	0.55
Diluted Common	$	0.05		$	0.54
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic Common		63,918			61,368
Diluted Common		65,366			63,529

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

WEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(AMOUNTS IN THOUSANDS)

(UNAUDITED)


	Three Months Ended March 31,
	2013			2012
Net income	$	3,055		$	34,044
Foreign currency translation adjustments, net of tax of $4,099 and $(4,736)		(6,688	)		7,728
Reclassification of cash flow hedges into earnings, net of tax of $660		(1,076	)		—
Unrealized gain on cash flow hedges, net of tax of $(1,287) and $(268)		2,100			437

Comprehensive income (loss)	$	(2,609	)	$	42,209

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

WEST CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS)

(UNAUDITED)


	March 31,			December 31,
	2013			2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	651,136		$	179,111
Trust and restricted cash		14,886			14,518
Accounts receivable, net of allowance of $10,821 and $10,439		442,608			444,411
Deferred income taxes receivable		21,691			13,148
Prepaid assets		53,632			42,129
Deferred expenses		41,397			38,442
Other current assets		30,001			29,333

Total current assets		1,255,351			761,092
PROPERTY AND EQUIPMENT:
Property and equipment		1,224,023			1,209,873
Accumulated depreciation and amortization		(867,356	)		(844,977	)

Total property and equipment, net		356,667			364,896
GOODWILL		1,812,253			1,816,851
INTANGIBLE ASSETS, net of accumulated amortization of $483,840 and $469,534		270,708			285,672
OTHER ASSETS		245,953			219,642

TOTAL ASSETS	$	3,940,932		$	3,448,153

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	102,662		$	120,247
Accrued expenses		384,685			312,296
Current maturities of long-term debt		470,159			25,125

Total current liabilities		957,506			457,668
LONG-TERM OBLIGATIONS, less current maturities		3,587,435			3,992,531
DEFERRED INCOME TAXES		128,913			132,398
OTHER LONG-TERM LIABILITIES		117,236			115,242

Total liabilities		4,791,090			4,697,839
COMMITMENTS AND CONTINGENCIES (Note 12)
STOCKHOLDERS’ DEFICIT:
Common stock $0.001 par value, 475,000 shares authorized, 83,541 and 62,178 shares issued and 83,449 and 62,086 shares outstanding		83			62
Additional paid-in capital		2,122,755			1,720,639
Retained deficit		(2,938,893	)		(2,941,948	)
Accumulated other comprehensive loss (Note 10)		(28,795	)		(23,131	)
Treasury stock at cost (92 and 92 shares)		(5,308	)		(5,308	)

Total stockholders’ deficit		(850,158	)		(1,249,686	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,940,932		$	3,448,153

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

WEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

(UNAUDITED)


	Three Months Ended
	March 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,055		$	34,044
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation		27,807			26,308
Amortization		16,550			17,007
Asset impairment		—			3,715
Provision for share-based compensation		3,190			133
Deferred income tax expense		4,343			11,518
Amortization of deferred financing costs		4,654			3,393
Other		27			79
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable		5,049			(33,524	)
Other assets		(16,214	)		(25,401	)
Accounts payable		(7,711	)		18,489
Accrued wages and benefits		21,224			10,956
Accrued subordinated debt call premium		16,502			—
Accrued interest		20,871			8,732
Other liabilities and income tax payable		(681	)		16,214

Net cash flows from operating activities		98,666			91,663

CASH FLOWS USED IN INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired of $0 and $1,350		(13	)		(76,579	)
Purchases of property and equipment		(33,542	)		(34,073	)
Other		(408	)		—

Net cash flows used in investing activities		(33,963	)		(110,652	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering, net of offering costs		400,464			—
Proceeds from revolving credit facilities		50,000			71,100
Payments on revolving credit facilities		—			(47,200	)
Payment of deferred financing and other debt-related costs		(29,972	)		(7	)
Principal repayments on long-term obligations		(10,062	)		(3,856	)
Proceeds and net settlements from stock options exercised including excess tax benefits		(689	)		300
Dividends paid		(158	)		—
Repurchase of common stock		—			(51	)
Other		(2	)		(20	)

Net cash flows from financing activities		409,581			20,266

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		(2,259	)		2,748
NET CHANGE IN CASH AND CASH EQUIVALENTS		472,025			4,025
CASH AND CASH EQUIVALENTS, Beginning of period		179,111			93,836

CASH AND CASH EQUIVALENTS, End of period	$	651,136		$	97,861

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	47,248		$	50,778

Cash paid during the period for income taxes, net of refunds of $114 and $1,733	$	16,195		$	16,907

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Accrued obligations for the purchase of property and equipment	$	8,224		$	5,329

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

WEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(AMOUNTS IN THOUSANDS, EXCEPT SHARES )

(UNAUDITED)


												Accumulated
			Additional									Other			Total
	Common		Paid - in			Retained			Treasury			Comprehensive			Stockholders’
	Stock		Capital			Deficit			Stock			Income (Loss)			Deficit
BALANCE, January 1, 2013	$	62	$	1,720,639		$	(2,941,948	)	$	(5,308	)	$	(23,131	)	$	(1,249,686	)
Net income							3,055									3,055
Foreign currency translation adjustment, net of tax of $4,099													(6,688	)		(6,688	)
Reclassification of cash flow hedge into earnings, net of tax of $660													(1,076	)		(1,076	)
Unrealized gain on cash flow hedges, net of tax of $(1,287)													2,100			2,100
Executive Deferred Compensation Plan activity				1,472												1,472
Issuance of common stock in connection with initial public offering (21,275,000 shares)		21		401,012												401,033
Initial public offering costs				(2,860	)											(2,860	)
Stock options exercised including related tax benefits (19,761 shares)				47												47
Share based compensation				2,445												2,445

BALANCE, March 31, 2013	$	83	$	2,122,755		$	(2,938,893	)	$	(5,308	)	$	(28,795	)	$	(850,158	)


BALANCE, January 1, 2012	$	61	$	1,695,830		$	(2,556,448	)	$	(3,820	)	$	(32,036	)	$	(896,413	)
Net income							34,044									34,044
Foreign currency translation adjustment, net of tax of $(4,736)													7,728			7,728
Unrealized gain on cash flow hedges, net of tax of $(268)													437			437
Executive Deferred Compensation Plan activity				741												741
Stock options exercised including related tax benefits (64,914 shares)				120												120
Share based compensation				(129	)											(129	)
Purchase of stock at cost (1,500 shares)										(51	)					(51	)

BALANCE, March 31, 2012	$	61	$	1,696,562		$	(2,522,404	)	$	(3,871	)	$	(23,871	)	$	(853,523	)

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

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF CONSOLIDATION AND PRESENTATION

Business Description: West Corporation (the “Company” or “West”) is a leading provider of technology-driven communication services. “We,” “us” and “our” also refer to West and its consolidated subsidiaries, as applicable. We offer a broad portfolio of services, including conferencing and collaboration, unified communications, alerts and notifications, emergency communications, business process outsourcing and telephony / interconnect services. The scale and processing capacity of our proprietary technology platforms, combined with our expertise in managing voice and data transactions, enable us to 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, retail, financial services, public safety, technology and healthcare. We have sales and operations in the United States, Canada, Europe, the Middle East, Asia-Pacific, Latin America and South America.

We operate in two business segments:

•

Unified Communications, including conferencing and collaboration, event services, Internet Protocol (“IP”)-based unified communications solutions, and alerts and notifications; and

•

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

Unified Communications

•

Conferencing & Collaboration. Operating under the InterCall^® brand, we are the largest conferencing services provider in the world based on conferencing revenue, according to Wainhouse Research. We managed approximately 134 million conference calls in 2012, an 11% increase over 2011. We provide our clients with an integrated global suite of meeting services.

•

Event Services. InterCall offers multimedia platforms designed to give our clients the ability to create, manage, distribute and reuse content internally and externally. Through a combination of proprietary products and strategic partnerships, our clients have the tools to support all of their internal and external multimedia requirements.

•

IP-Based Unified Communications Solutions. We provide our clients with enterprise class IP-based communications solutions enabled by our technology. We offer hosted IP-private branch exchange (“PBX”) and enterprise call management, hosted and managed multi-protocol label switching (“MPLS”) network solutions, unified communications partner solution portfolio services, cloud-based security services, integrated conferencing/desktop messaging and presence tools, and professional services and systems integration expertise.

•

Alerts & Notifications. Our technology platforms allow clients to manage and deliver automated, proactive and personalized communications. We use multiple delivery channels (voice, text messaging, email, social media and fax), based on the preference of the recipient. For example, we deliver patient notifications and send and confirm appointments and prescription reminders on behalf of our healthcare clients; send and receive automated outage notifications on behalf of our utility clients; and transmit emergency evacuation notices on behalf of municipalities.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Communication Services

•

Emergency Communications. 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.

•

Telephony / Interconnect Services. Our telephony / interconnect services support the merging of traditional telecom, mobile and IP technologies to service providers and enterprises. We are a leading provider of local and national tandem switching services to carriers throughout the United States. We leverage our proprietary customer traffic information system, sophisticated call routing and control facility to provide tandem interconnection services to the competitive marketplace, including wireless, wire-line, cable telephony and Voice over Internet Protocol (“VoIP”) companies. We entered this market through the acquisition of HyperCube LLC (“HyperCube”) in March 2012.

•

Agent-Based Services. We provide our clients with large-scale, agent-based services. We target opportunities that allow our agent-based services to be a 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 offer a flexible model that includes on-shore, off-shore and virtual home-based agent 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, 2012. All intercompany balances and transactions have been eliminated. Our results for the three months ended March 31, 2013 are not necessarily indicative of what our results will be for other interim periods or for the full fiscal year.

Reverse Stock Split—On March 8, 2013, we completed a 1-for-8 reverse stock split and amended our Amended and Restated Certificate of Incorporation by filing an amendment with the Delaware Secretary of State. We also adjusted the share amounts under our executive incentive plan and nonqualified deferred compensation plan as a result of the 1-for-8 reverse stock split. All numbers of common shares and per common share data in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively adjusted to give effect to the reverse stock split and the changes to the Amended and Restated Certificate of Incorporation of the Company.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Initial Public Offering—On March 27, 2013, we completed an initial public offering (“IPO”) of 21,275,000 shares of common stock, par value $0.001 per share.

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, conferencing and event services are generally billed and revenue recognized on a per participant minute basis. Web services are generally billed and revenue recognized on a per participant minute basis or, in the case of operating license arrangements, generally billed in advance and revenue recognized ratably over the service life period, IP-based services are generally billed and revenue recognized on a per seat basis and alerts and notifications 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 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. 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.

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.

Revenue for telephony / interconnect services is recognized in the period the service is provided and when collection is reasonably assured. These telephony / interconnect services are primarily comprised of switched access charges for toll-free origination services, which are paid primarily by interexchange carriers.

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 the Company’s foreign operations are the respective local currencies. All assets and liabilities of the Company’s 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—We have evaluated subsequent events. On April 26, 2013, the 11% senior subordinated notes, related accrued interest and debt call premium were paid in full. See note 5 to these condensed consolidated financial statements for additional details. No subsequent events requiring recognition were identified and therefore none were incorporated into the condensed consolidated financial statements presented herein.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Recent Accounting Pronouncements—In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-02), allowing entities the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If the qualitative assessment indicates it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no testing is required. ASU 2012-02 became effective for the Company January 1, 2013 and the adoption did not have an effect on our financial position, results of operations or cash flows.

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Topic 220)(ASU 2013-02), which adds additional disclosure requirements for items reclassified out of accumulated other comprehensive income. ASU 2013-02 became effective for the Company January 1, 2013 and the adoption did not have an effect on our financial position, results of operations or cash flows.

2. ACQUISITION

HyperCube

On March 23, 2012, we completed the acquisition of HyperCube, a provider of switching services to telecommunications carriers throughout the United States. HyperCube exchanges or interconnects communications traffic to all carriers, including wireless, wire-line, cable telephony and VoIP companies. The purchase price was $77.9 million and was funded by cash on hand and partial use of our asset securitization financing facility.

Factors that contributed to a purchase price resulting in the recognition of goodwill, partially deductible for tax purposes, for the purchase of HyperCube included the synergy related to telecommunication transport costs and new products and services related to IP and mobile communications.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date for HyperCube. The finite lived intangible assets are comprised of trade names, technology, non-competition agreements and customer relationships.


(Amounts in thousands)	March 23,
	2012
Working Capital	$	1,212
Property and equipment		10,114
Other assets, net		391
Intangible assets		19,110
Goodwill		49,723

Total assets acquired		80,550

Non-current deferred taxes		2,594
Long-term liabilities		50

Total liabilities assumed		2,644

Net assets acquired	$	77,906

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Assuming the acquisition of HyperCube occurred as of the beginning of the period presented, our unaudited pro forma results of operations for the three months ended March 31, 2012 would have been, in thousands (except per share amount), as follows:


Revenue	$	655,438
Net Income	$	33,991
Income per common share—basic	$	0.55
Income per common share—diluted	$	0.54

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

The HyperCube acquisition was included in the consolidated results of operations since the completion of the acquisition, March 23, 2012, and included revenue of $22.4 million and $1.6 million for the three months ended March 31, 2013 and 2012, respectively. The net income for the three months ended March 31, 2013 and 2012 for HyperCube was not material.

Acquisition costs for the three months ended March 31, 2013 and 2012 were $0.5 million in each period and are included in selling, general and administrative expenses.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the activity in goodwill by reporting segment, in thousands, for the year ended December 31, 2012 and the three months ended March 31, 2013:


	Unified		Communication
	Communications		Services			Consolidated
Balance at January 1, 2012	$	962,982	$	837,328		$	1,800,310
Accumulated impairment losses		—		(37,675	)		(37,675	)

Net balance at January 1, 2012		962,982		799,653			1,762,635
Acquisitions		—		49,723			49,723
Acquisition accounting adjustments		970		43			1,013
Foreign currency translation adjustment		3,383		97			3,480

Balance at December 31, 2012		967,335		887,191			1,854,526

Accumulated impairment losses		—		(37,675	)		(37,675	)

Net balance at December 31, 2012	$	967,335	$	849,516		$	1,816,851


	Unified			Communication
	Communications			Services			Consolidated
Balance at January 1, 2013	$	967,335		$	887,191		$	1,854,526
Accumulated impairment losses		—			(37,675	)		(37,675	)

Net balance at January 1, 2013		967,335			849,516			1,816,851
Foreign currency translation adjustment		(4,614	)		16			(4,598	)

Balance at March 31, 2013		962,721			887,207			1,849,928

Accumulated impairment losses		—			(37,675	)		(37,675	)

Net balance at March 31, 2013	$	962,721		$	849,532		$	1,812,253

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 March 31, 2013							Weighted Average
Intangible assets	Acquired Cost		Accumulated Amortization			Net Intangible Assets		Amortization Period (Years)
Customer lists	$	541,848	$	(389,213	)	$	152,635		9.5
Technology & Patents		122,480		(64,244	)		58,236		8.7
Trade names		47,110		—			47,110		Indefinite
Trade names (finite-lived)		27,215		(17,554	)		9,661		4.3
Other intangible assets		15,895		(12,829	)		3,066		4.3

Total	$	754,548	$	(483,840	)	$	270,708


	As of December 31, 2012							Weighted Average
Intangible assets	Acquired Cost		Accumulated Amortization			Net Intangible Assets		Amortization Period (Years)
Customer lists	$	544,273	$	(382,359	)	$	161,914		9.5
Technology & Patents		120,606		(57,768	)		62,838		8.7
Trade names		47,110		—			47,110		Indefinite
Trade names (finite-lived)		27,319		(16,760	)		10,559		4.3
Other intangible assets		15,898		(12,647	)		3,251		4.3

Total	$	755,206	$	(469,534	)	$	285,672

Amortization expense for finite-lived intangible assets was $14.0 million and $14.9 million for the three months ended March 31, 2013 and 2012, respectively. Estimated amortization expense for the intangible assets noted above for the entire year of 2013 and the next five years is as follows:


2013		$53.5 million
2014		$43.9 million
2015		$34.8 million
2016		$25.7 million
2017		$19.3 million
2018		$16.7 million

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4. ACCRUED EXPENSES

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


	March 31,		December 31,
	2013		2012
Deferred revenue and customer deposits, net of long-term deferred revenue of $30,602 and $33,286	$	87,732	$	93,144
Accrued wages		68,754		47,240
Interest payable		60,739		39,868
Accrued phone		42,750		36,105
Accrued other taxes (non-income related)		38,828		38,608
Sponsor management termination accrual (1)		24,000		—
Accrued subordinated debt call premium		16,502		—
Accrued employee benefit costs		11,112		11,414
Accrued lease expense		2,943		8,392
Income taxes payable		—		4,336
Interest rate hedge position		695		2,346
Other current liabilities		30,630		30,843

	$	384,685	$	312,296

(1)

In connection with the IPO, pursuant to the terms of that certain management agreement we entered into with affiliates of the investor group led by Thomas H. Lee Partners, L.P. and Quadrangle Group LLC (the “Sponsors”), dated October 24, 2006 and that certain management letter agreement we entered into with affiliates of the Sponsors, dated March 8, 2013, we expect to pay the Sponsors $24.0 million with any remaining net proceeds from the offering and cash on hand.

5. LONG-TERM OBLIGATIONS

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


	March 31,			December 31,
	2013			2012
11% Senior Subordinated Notes, called April 26, 2013	$	450,000		$	450,000
Asset Securitization Facility, due 2014		50,000			—
Senior Secured Term Loan Facility, due 2016		316,862			1,452,506
Senior Secured Term Loan Facility, due 2018		2,090,732			965,150
8 5/8% Senior Notes, due 2018		500,000			500,000
7 7/8% Senior Notes, due 2019		650,000			650,000

		4,057,594			4,017,656

Less: current maturities		(470,159	)		(25,125	)

Long-term obligations	$	3,587,435		$	3,992,531

On February 20, 2013, the Company, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the various lenders party thereto modified the Company’s senior secured credit facilities (“Senior Secured Credit Facilities”) by entering into Amendment No. 3 to Amended and Restated Credit Agreement (the “Third Amendment”), amending the Company’s Amended and Restated Credit Agreement, dated as of October 5, 2010, by and among West, Wells Fargo, as administrative agent, and the various lenders party thereto, as lenders (as previously amended by Amendment No. 1 to Amended and Restated Credit Agreement,

dated as of August 15, 2012, Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 24, 2012, and the Third Amendment, the “Amended Credit Agreement”).

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Amended Credit Agreement provides for a reduction in the applicable margins and interest rate floors of all term loans, extends the maturity of a portion of the term loans due July 2016 to June 2018; and adds a further step down to the applicable margins of all term loans upon satisfaction of certain conditions. As of the effective date of the Third Amendment, the Company had outstanding the following senior secured term loans:

•

Term loans in an aggregate principal amount of approximately $2.1 billion (the “2018 Maturity Term Loans”). The 2018 Maturity Term Loans will mature on June 30, 2018, and the interest rate margins applicable to the 2018 Maturity Term Loans are 3.25%, for LIBOR rate loans, and 2.25%, for base rate loans; and

•

Term loans in an aggregate principal amount of approximately $317.7 million (the “2016 Maturity Term Loans”; and, together with the 2018 Maturity Term Loans, the “Term Loans”). The 2016 Maturity Term Loans will mature on July 15, 2016, and the interest rate margins applicable to the 2016 Maturity Term Loans are 2.75%, for LIBOR rate loans, and 1.75%, for base rate loans.

The Amended Credit Agreement also provides for interest rate floors applicable to the Term Loans. The interest rate floors are 1.00%, for LIBOR rate loans, and 2.00%, for base rate loans. The Term Loans are subject to an additional step down to the applicable margins by 0.50% conditioned upon completion by the Company of an IPO and the Company attaining and maintaining a total leverage ratio less than or equal to 4.75:1.00.

The Amended Credit Agreement also provides for a soft call option applicable to the Term Loans. The soft call option provides for a premium equal to 1.0% of the amount of the repricing payment, in the event that, on or prior to the six month anniversary of the effective date of the Third Amendment, West or the subsidiary borrowers enter into certain repricing transactions.

In connection with the Third Amendment, the Company incurred refinancing expenses of approximately $24.2 million for the soft-call premium paid to holders of term loans outstanding prior to the effectiveness of the Third Amendment and $5.8 million for other fees and expenses. These costs were capitalized as deferred financing costs and will be amortized over the life of the Amended Credit Agreement.

On March 27, 2013, the Company instructed The Bank of New York Mellon Trust Company, N.A., as trustee for the Company’s 11% Senior Subordinated Notes due 2016 (“Senior Subordinated Notes”), to deliver a notice of redemption to the holders of all of the outstanding $450.0 million principal amount of Senior Subordinated Notes. The redemption date is April 26, 2013 at a redemption price equal to 103.667% of the principal amount of the Senior Subordinated Notes. In addition, the Company will pay accrued and unpaid interest on the redeemed Senior Subordinated Notes up to, but not including, the Redemption Date. Following this redemption, none of the Senior Subordinated Notes will remain outstanding. Upon delivery of instruction to The Bank of New York Mellon Trust Company, N.A., the Company reclassified the Senior Subordinated Notes to current maturities of long-term debt and recorded the $16.5 million subordinated debt call premium in other non-operating expense. Upon completion of the redemption, the Company will record interest expense of $6.6 million for the remaining amortization of the balance of deferred financing costs associated with the Senior Subordinated Notes.

At March 31, 2013, we were in compliance with our debt covenants.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 under our outstanding senior secured term loan facility to fixed rate debt. 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 March 31, 2013, the notional amount of debt outstanding under interest rate swap agreements was $500.0 million. These swap agreements mature on June 3, 2013. The fixed interest rate on the interest rate swaps ranges from 1.685% to 1.6975%. During the three months ended March 31, 2012, three interest rate swaps with a notional value of $500.0 million matured. The interest rate on these three interest rate swaps ranged from 2.56% to 2.60%.

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


	Liability Derivatives
	March 31, 2013			December 31, 2012
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps	Accrued expenses	$	695	Accrued expenses	$	2,346

Total derivatives		$	695		$	2,346

The following presents, in thousands the impact of interest rate swaps on the consolidated statement of operations for the three months ended March 31, 2013 and 2012, respectively.

Amount of gain (loss)

reclassified from OCI

recognized in OCI

Location of gain

into earnings for

Derivatives designated

for the three months

reclassified from OCI

the three months

as hedging instruments

ended March 31,

into earnings

ended March 31,

2013

2012

2013

2012

Interest rate swaps

1,024

437

Interest expense

1,736

—

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 Nonqualified Deferred Compensation Plan represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with the provisions of Accounting Standards Codification 320 Investments—Debt and Equity Securities (“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.

We evaluate classification within the fair value hierarchy at each period. There were no transfers between any levels of the fair value hierarchy during the periods presented.

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.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Assets and liabilities measured at fair value on a recurring basis, in thousands, are summarized below:


			Fair Value Measurements at March 31, 2013 Using
			Quoted Prices		Significant
			in Active		Other		Significant		Assets /
			Markets for		Observable		Unobservable		Liabilities
	Carrying		Identical Assets		Inputs		Inputs		at Fair
Description	Amount		(Level 1)		(Level 2)		(Level 3)		Value
Assets
Trading securities	$	45,906	$	45,906	$	—	$	—	$	45,906

Liabilities
Interest rate swaps	$	695	$	—	$	695	$	—	$	695


			Fair Value Measurements at December 31, 2012 Using
			Quoted Prices		Significant
			in Active		Other		Significant		Assets /
			Markets for		Observable		Unobservable		Liabilities
	Carrying		Identical Assets		Inputs		Inputs		at Fair
Description	Amount		(Level 1)		(Level 2)		(Level 3)		Value
Assets
Trading securities	$	46,144	$	46,144	$	—	$	—	$	46,144

Liabilities
Interest rate swaps	$	2,346	$	—	$	2,346	$	—	$	2,346

The fair value of our 11% senior subordinated notes, 8⁵/₈% senior notes and 7⁷/₈% senior notes based on market quotes, which we determined to be Level 1 inputs, at March 31, 2013 was approximately $1,698.5 million compared to the carrying amount of $1,600.0 million. The fair value of our 11% senior subordinated notes, 8⁵/₈% senior notes and 7⁷/₈% senior notes based on market quotes, which we determined to be Level 1 inputs, at December 31, 2012 was approximately $1,705.6 million compared to the carrying amount of $1,600.0 million.

The fair value of our senior secured term loan facilities was estimated using current market quotes on comparable debt securities from various financial institutions. All of the inputs used to determine the fair market value of our senior secured term loan facilities are Level 2 inputs and obtained from an independent source. The fair value of our senior secured term loan facilities at March 31, 2013 was approximately $2,443.3 million compared to the carrying amount of $2,407.6 million. The fair value of our senior secured term loan facilities at December 31, 2012 was approximately $2,455.1 million compared to the carrying amount of $2,417.7 million

Certain assets are measured at fair value on a non-recurring basis using significant unobservable inputs (Level 3) as defined by and in accordance with the provisions of ASC Topic 820. As such, property and equipment with a net carrying amount totaling $3.7 million were written down to zero during the three months ended March 31, 2012. This write-down was the result of the abandonment of capitalized costs incurred during the development of an internally developed software payroll application and was recorded in Selling, General and Administrative (“SG&A”) expenses.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. STOCK-BASED COMPENSATION

Stock options granted under the West Corporation 2006 Executive Incentive Plan (“2006 EIP”) prior to 2012 become exercisable over a period of five years, with 20% of the stock option becoming exercisable on each of the first through fifth anniversaries of the grant date. During 2012, a form of option certificate was adopted such that the 2012 grants become exercisable over a period of four years, with 25% of the stock option becoming exercisable on each of the first through fourth anniversaries of the grant date. Once an option has vested, it generally remains exercisable until the tenth anniversary of the grant date so long as the participant continues to provide services to the Company.

On August 15, 2012, our Board of Directors declared a special cash dividend of $8.00 per share to be paid to stockholders of record as of August 15, 2012. In addition, the Board of Directors authorized equivalent cash payments and/or adjustments to holders of outstanding stock options to reflect the payment of such dividend as required by the terms of our incentive plans. In addition, in connection with such payment, our Board of Directors accelerated the vesting of certain stock options that were granted in 2012 and scheduled to vest in 2013. The share-based compensation recorded as a result of the accelerated vesting was $6.8 million. For options granted in 2012 and scheduled to vest in 2014 through 2016, no dividend equivalent was paid but the option exercise price was reduced by $8.00 to $25.52. Options granted prior to 2012 and options granted in 2012 originally scheduled to vest in 2013 participated in the dividend equivalent payment with no modification to the option exercise price. In conjunction with the refinancing and dividend, an appraisal of the Company was performed by Corporate Valuation Advisors, Inc., and approved by management and the Board of Directors, of the fair market value of each respective stock option grant and the underlying share of common stock both before and immediately after the dividend and refinancing. An additional $1.5 million share-based compensation charge was recorded on option grants where the fair market value of the option and dividend equivalent paid, if any, exceeded the fair market value of the option before dividend and refinancing.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2006 Executive Incentive Plan—Stock Options

The following table presents the stock option activity under the 2006 EIP for the three months ended March 31, 2012 and 2013, respectively:


				Options Outstanding
	Options						Weighted
	Available			Number			Average
	for Grant			of Options			Exercise Price
Balance at January 1, 2012		3,429,260			315,563		$	27.04
Granted		(2,613,750	)		2,613,750			33.52
Canceled		4,375			(4,375	)		58.08

Balance at March 31, 2012		819,885			2,924,938		$	32.80

Balance at January 1, 2013		850,448			2,870,413		$	27.44
Granted		(69,373	)		69,373			25.36
Canceled		10,120			(10,120	)		30.84
Exercised		—			(3,125	)		13.12

Balance at March 31, 2013		791,195			2,926,541		$	27.42

At March 31, 2013, we expect that approximately 72% of options granted will vest over the vesting period.

At March 31, 2013, the intrinsic value of vested options with an exercise price below the closing market price was approximately $1.1 million.

The following table presents information regarding the options granted under the 2006 EIP at March 31, 2013:


Outstanding								Exercisable
				WeightedAverage		Weighted				Weighted
				Remaining		Average				Average
Range of		Number of		Contractual		Exercise		Number of		Exercise
Exercise Prices		Options		Life (years)		Price		Options		Price
$	13.12		185,970		3.69	$	13.12		185,970	$	13.12
	25.36		69,373		9.83		25.36		—		—
	25.52		1,934,942		8.99		25.52		—		—
	28.88		24,686		5.75		28.88		19,750		28.88
	33.52		647,911		8.99		33.52		647,911		33.52
	50.88		25,625		4.83		50.88		25,625		50.88
	72.32		23,224		7.08		72.32		9,650		72.32
	84.80		14,810		7.83		84.80		6,000		84.80

	$13.12 - $84.80		2,926,541		8.60	$	27.42		894,906	$	30.44

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


			Options Outstanding
	Options					Weighted
	Available		Number			Average
Executive Management Rollover Options	for Grant		of Shares			Exercise Price
Balance at January 1, 2012		103		1,619,834		$	5.54
Canceled		—		—			—
Exercised		—		(73,591	)		5.59

Balance at March 31, 2012		103		1,546,243		$	5.54

Balance at January 1, 2013		103		287,578		$	5.47
Canceled		23		(23	)		5.47
Exercised		—		(33,172	)		5.47

Balance at March 31, 2013		126		254,383		$	5.47

The executive management rollover options are fully vested.

The following table summarizes the outstanding and exercisable information on executive management rollover options granted under the 2006 EIP at March 31, 2013:


Outstanding and Exercisable
		Average		Weighted
		Remaining		Average
Number of		Contractual		Exercise
Options		Life (years)		Price
	254,383		1.3	$	5.47

The aggregate intrinsic value of these options at March 31, 2013 was approximately $3.5 million.

We account for the stock option grants under the 2006 EIP in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”). The fair value of option awards granted under the 2006 EIP during the three months ended March 31, 2013 and 2012 were $9.04 and $12.24, respectively. The fair value of the option awards on which vesting was accelerated in 2012 was $5.92. The fair value of the option awards on which the exercise price was reduced by the amount of the $8.00 dividend in 2012, was $8.96. We have estimated the fair value of 2006 EIP option awards on the grant date using a Black-Scholes option pricing model that uses the assumptions noted in the following table:


	Three months ended March 31,
	2013			2012			2012			2012
										Reduced
							Accelerated			Exercise
				Initial grant			Vesting			Price
Risk-free interest rate		1.09	%		1.35	%		0.63	%		0.86	%
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%
Expected volatility		34.5	%		34.7	%		36.9	%		35.1	%
Expected life (years)		6.25			6.3			4.83			6.15

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The risk-free interest 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 $13.9 million and $23.9 million of unrecorded and unrecognized compensation expense related to unvested stock options under the 2006 EIP at March 31, 2013 and 2012, respectively, which will be recognized over the remaining vesting period of approximately four years.

No further grants or awards are expected to be made under the 2006 EIP.

Restricted Stock

In connection with our recently completed IPO, our compensation committee accelerated the vesting of all remaining unvested shares subject to the restricted stock award and special bonus agreements and restricted stock award agreements entered into pursuant to the 2006 EIP. The acceleration resulted in the vesting of an aggregate of 42,562 shares of common stock. As a result of the accelerated vesting, $1.2 million of share-based compensation was recognized in SG&A during the three months ended March 31, 2013.

2013 Long-Term Incentive Plan

Prior to the completion of our IPO, we adopted a 2013 Long-Term Incentive Plan (“LTIP”) which is intended to provide our officers, employees, non-employee directors and consultants with added incentive to remain employed by or perform services for us and align such individuals’ interests with those of our stockholders. Under the terms of the LTIP 8,500,000 shares of common stock will be available for awards granted under the LTIP, subject to adjustment for stock splits and other similar changes in capitalization. The number of available shares will be reduced by the aggregate number of shares that become subject to outstanding awards granted under the LTIP. To the extent that shares subject to an outstanding award granted under the LTIP are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or by reason of the settlement of such award in cash, then such shares will again be available under the LTIP.

In accordance with the 2013 LTIP, upon consummation of our IPO we paid each of our non-employee directors who are not affiliated with our Sponsors fully vested 5,000 shares of common stock. The stock awards are subject to pro rata forfeiture if the director does not remain on the board for at least six months.

Stock-Based Compensation Expense

For the three months ended March 31, 2013 and 2012, stock-based compensation expense was $3.2 million and $0.1 million, respectively.

9. EARNINGS PER SHARE

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 Nonqualified Deferred Compensation Plan were granted. Diluted earnings per common share assumes the exercise of stock options using the treasury stock method.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	Three months ended March 31,
(In thousands, except per share amounts)	2013		2012
Earnings per common share:
Basic-Common	$	0.05	$	0.55
Diluted-Common	$	0.05	$	0.54
Weighted average number of shares outstanding:
Basic- Common		63,918		61,368
Dilutive impact of stock options:
Common Shares		1,448		2,161
Diluted Common Shares		65,366		63,529

Diluted earnings per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares result from the assumed exercise of outstanding stock options, by application of the treasury stock method, that have a dilutive effect on earnings per share. At March 31, 2013 and 2012, 2,740,571 and 2,684,375 stock options were outstanding with an exercise price equal to or exceeding the market value of our common stock that were therefore excluded from the computation of shares contingently issuable upon exercise of the options.

10. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Reclassifications out of accumulated other comprehensive income (loss) for the three months ended March 31, 2013 and 2012, were as follows (net of tax):


							Total Accumulated
	Foreign			Cash			Other
	Currency			Flow			Comprehensive
	Translation			Hedges			Income (Loss)
BALANCE, January 1, 2013	$	(21,345	)	$	(1,786	)	$	(23,131	)
Foreign currency translation adjustment, net of tax of $4,099		(6,688	)					(6,688	)
Reclassification of cash flow hedge into earnings, net of tax of $660 (1)					(1,076	)		(1,076	)
Unrealized gain on cash flow hedges, net of tax of $(1,287)					2,100			2,100

BALANCE, March 31, 2013	$	(28,033	)	$	(762	)	$	(28,795	)

BALANCE, January 1, 2012	$	(27,300	)	$	(4,736	)	$	(32,036	)
Foreign currency translation adjustment, net of tax of $(4,736)		7,728						7,728
Unrealized gain on cash flow hedges, net of tax of $(268)					437			437

BALANCE, March 31, 2012	$	(19,572	)	$	(4,299	)	$	(23,871	)

(1)	Recorded as interest expense in the condensed consolidated statement of operations.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

11. BUSINESS SEGMENTS

We operate in two business segments:

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

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

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	For the three months ended March 31,
Amount in thousands	2013			2012
Revenue:
Unified Communications	$	367,568		$	359,647
Communication Services		296,451			281,737
Intersegment Eliminations		(3,795	)		(2,322	)

Total	$	660,224		$	639,062

Operating Income:
Unified Communications	$	77,865		$	97,136
Communication Services		15,425			17,106

Total	$	93,290		$	114,242

Depreciation and Amortization (Included in Operating Income):
Unified Communications	$	21,672		$	22,346
Communication Services		22,685			20,969

Total	$	44,357		$	43,315

Capital Expenditures:
Unified Communications	$	11,181		$	9,109
Communication Services		11,221			11,535
Corporate		899			3,232

Total	$	23,301		$	23,876


	As of March 31,			As of December 31,
	2013			2012
Assets:
Unified Communications	$	1,629,471		$	1,629,019
Communication Services		1,400,586			1,437,695
Corporate		910,875			381,439

Total	$	3,940,932		$	3,448,153

For the three months ended March 31, 2013 and 2012, our largest 100 clients represented 54% and 55% of our total revenue, respectively.

Platform-based service revenue includes services provided in both the Unified Communications and Communication Services segments, while agent-based service revenue is provided in the Communication Services segment. During the three months ended March 31, 2013 and 2012, revenue from platform-based services was $481.4 million and $448.8 million, respectively. During the three months ended March 31, 2013 and 2012, revenue from agent-based services was $181.4 million and $192.8 million, respectively.

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For the three months ended March 31, 2013 and 2012, revenues from non-U.S. countries were approximately 19% of consolidated revenues in both periods. 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 March 31,
	2013		2012
Revenue:
Americas—United States	$	535,575	$	517,514
Europe, Middle East & Africa (EMEA)		79,124		75,821
Asia Pacific		39,723		39,934
Americas—Other		5,802		5,793

Total	$	660,224	$	639,062


	As of March 31,		As of December 31,
	2013		2012
Long-Lived Assets:
Americas—United States	$	2,462,573	$	2,446,090
Europe, Middle East & Africa (EMEA)		193,066		210,902
Asia Pacific		28,013		27,787
Americas—Other		1,929		2,282

Total	$	2,685,581	$	2,687,061

The aggregate loss on transactions denominated in currencies other than the functional currency of West Corporation or any of its subsidiaries was approximately $0.6 million and $1.6 million for the three months ended March 31, 2013 and 2012, respectively.

12. COMMITMENTS AND CONTINGENCIES

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 matters and claims currently pending will have a material effect on our financial position, results of operations or cash flows.

13. FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS AND SUBSIDIARY NON- GUARANTORS

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(AMOUNTS IN THOUSANDS)


	For the Three Months Ended March 31, 2013
	Parent /			Guarantor			Non-Guarantor			Eliminations and Consolidating
	Issuer			Subsidiaries			Subsidiaries			Entries			Consolidated
REVENUE	$	—		$	527,287		$	132,937		$	—		$	660,224
COST OF SERVICES		—			238,425			70,642			—			309,067
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		1,605			213,343			42,919			—			257,867

OPERATING INCOME (LOSS)		(1,605	)		75,519			19,376			—			93,290
OTHER INCOME (EXPENSE):
Interest Expense, net of interest income		(49,596	)		(28,521	)		5,238			—			(72,879	)
Subordinated debt call premium		(16,502	)		—			—			—			(16,502	)
Subsidiary Income		39,203			22,248			—			(61,451	)		—
Other, net		2,319			(17,051	)		15,711			—			979

Other income (expense)		(24,576	)		(23,324	)		20,949			(61,451	)		(88,402	)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE		(26,181	)		52,195			40,325			(61,451	)		4,888
INCOME TAX EXPENSE (BENEFIT)		(29,236	)		13,268			17,801			—			1,833

NET INCOME		3,055			38,927			22,524			(61,451	)		3,055

Foreign currency translation adjustments, net of tax of $4,099		(6,688	)		—			(6,688	)		6,688			(6,688	)
Reclassification of a cash flow hedges into earnings net of tax of $660		(1,076	)		—			—			—			(1,076	)
Unrealized gain on cash flow hedges, net of tax of $(1,287)		2,100			—			—			—			2,100

Comprehensive income (loss)	$	(2,609	)	$	38,927		$	15,836		$	(54,763)		$	(2,609	)

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(LOSS)

(AMOUNTS IN THOUSANDS)


	For the Three Months Ended March 31, 2012
	Parent /			Guarantor			Non-Guarantor			Eliminations and Consolidating
	Issuer			Subsidiaries			Subsidiaries			Entries			Consolidated
REVENUE	$	—		$	500,074		$	138,988		$	—		$	639,062
COST OF SERVICES		—			233,479			58,223			—			291,702
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		4,613			189,078			39,427			—			233,118

OPERATING INCOME (LOSS)		(4,613	)		77,517			41,338			—			114,242
OTHER INCOME (EXPENSE):
Interest Expense, net of interest income		(40,933	)		(25,528	)		4,399			—			(62,062	)
Subsidiary Income		47,019			21,857			—			(68,876	)		—
Other, net		5,080			4,006			(6,356	)		—			2,730

Other income (expense)		11,166			335			(1,957	)		(68,876	)		(59,332	)
INCOME BEFORE INCOME TAX EXPENSE		6,553			77,852			39,381			(68,876	)		54,910
INCOME TAX EXPENSE (BENEFIT)		(27,491	)		28,678			19,679			—			20,866

NET INCOME		34,044			49,174			19,702			(68,876	)		34,044

Foreign currency translation adjustments, net of tax of $(4,736)		7,728			—			7,728			(7,728	)		7,728
Unrealized gain (loss) on cash flow hedges, net of tax of $(268)		437			—			—			—			437

Comprehensive income	$	42,209		$	49,174		$	27,430		$	(76,604)		$	42,209

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS)


	March 31, 2013
	Parent /			Guarantor		Non-Guarantor		Eliminations and Consolidating
	Issuer			Subsidiaries		Subsidiaries		Entries			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	541,545		$	310	$	109,281	$	—		$	651,136
Trust and restricted cash		—			14,886		—		—			14,886
Accounts receivable, net		—			44,299		398,309		—			442,608
Intercompany receivables		—			885,801		—		(885,801	)		—
Deferred income taxes receivable		42,770			5,458		1,415		(27,952	)		21,691
Prepaid assets		5,136			38,963		9,533		—			53,632
Deferred expenses		—			31,659		9,738		—			41,397
Other current assets		9,499			6,909		13,593		—			30,001

Total current assets		598,950			1,028,285		541,869		(913,753	)		1,255,351
Property and equipment, net		67,182			243,626		45,859		—			356,667
INVESTMENT IN SUBSIDIARIES		1,651,378			392,918		—		(2,044,296	)		—
GOODWILL		—			1,637,724		174,529		—			1,812,253
INTANGIBLES, net		—			245,164		25,544		—			270,708
OTHER ASSETS		151,042			81,365		13,546		—			245,953

TOTAL ASSETS	$	2,468,552		$	3,629,082	$	801,347	$	(2,958,049)		$	3,940,932

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	10,200		$	68,036	$	24,426	$	—		$	102,662
Intercompany payables		652,407			—		233,394		(885,801	)		—
Accrued expenses		128,249			209,349		75,039		(27,952	)		384,685
Current maturities of long-term debt		456,962			13,197		—		—			470,159

Total current liabilities		1,247,818			290,582		332,859		(913,753	)		957,506
LONG—TERM OBLIGATIONS, less current maturities		1,974,533			1,562,902		50,000		—			3,587,435
DEFERRED INCOME TAXES		29,637			90,565		8,711		—			128,913
OTHER LONG-TERM LIABILITIES		66,722			35,547		14,967		—			117,236
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(850,158	)		1,649,486		394,810		(2,044,296	)		(850,158	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	2,468,552		$	3,629,082	$	801,347	$	(2,958,049)		$	3,940,932

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS)


	December 31, 2012
	Parent /			Guarantor		Non-Guarantor		Eliminations and Consolidating
	Issuer			Subsidiaries		Subsidiaries		Entries			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	106,010		$	1,821	$	71,280	$	—		$	179,111
Trust cash		—			14,518		—		—			14,518
Accounts receivable, net		—			67,959		376,452		—			444,411
Intercompany receivables		—			828,896		—		(828,896	)		—
Deferred income taxes receivable		99,976			11,621		10,088		(108,537	)		13,148
Prepaid assets		9,857			25,890		6,382		—			42,129
Other current assets		11,403			44,439		11,933		—			67,775

Total current assets		227,246			995,144		476,135		(937,433	)		761,092
Property and equipment, net		70,210			249,523		45,163		—			364,896
INVESTMENT IN SUBSIDIARIES		1,477,884			373,665		—		(1,851,549	)		—
GOODWILL		—			1,637,725		179,126		—			1,816,851
INTANGIBLES, net		—			249,112		36,560		—			285,672
OTHER ASSETS		126,873			88,491		4,278		—			219,642

TOTAL ASSETS	$	1,902,213		$	3,593,660	$	741,262	$	(2,788,982)		$	3,448,153

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	14,627		$	84,579	$	21,041	$	—		$	120,247
Intercompany payables		550,799			—		278,097		(828,896	)		—
Accrued expenses		48,524			319,480		52,829		(108,537	)		312,296
Current maturities of long-term debt		8,677			16,448		—		—			25,125

Total current liabilities		622,627			420,507		351,967		(937,433	)		457,668
LONG—TERM OBLIGATIONS, less current maturities		2,426,293			1,566,238		—		—			3,992,531
DEFERRED INCOME TAXES		40,457			81,440		10,501		—			132,398
OTHER LONG-TERM LIABILITIES		62,522			49,207		3,513		—			115,242
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(1,249,686	)		1,476,268		375,281		(1,851,549	)		(1,249,686	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,902,213		$	3,593,660	$	741,262	$	(2,788,982)		$	3,448,153

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)


	Three Months Ended March 31, 2013
	Parent /			Guarantor			Non-Guarantor			Elimination and Consolidating
	Issuer			Subsidiaries			Subsidiaries			Entries		Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES:	$	—		$	101,448		$	(2,782	)	$	—	$	98,666
CASH FLOWS USED IN INVESTING ACTIVITIES:
Business acquisitions		—			—			(13	)		—		(13	)
Purchase of property and equipment		(899	)		(22,519	)		(10,124	)		—		(33,542	)
Other		—			(408	)		—			—		(408	)

Net cash flows used in investing activities		(899	)		(22,927	)		(10,137	)		—		(33,963	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering, net of offering costs		400,464			—			—			—		400,464
Proceeds from revolving credit facilities		—			—			50,000			—		50,000
Proceeds and net settlemfrom stock options exercised including excess tax benefits		(689	)		—			—			—		(689	)
Principal payments on long-term obligations		(3,474	)		(6,588	)		—			—		(10,062	)
Payment of deferred financing and other debt-related costs		(29,972	)		—			—			—		(29,972	)
Dividends paid		(158	)		—			—			—		(158	)
Other		(2	)		—			—			—		(2	)

Net cash flows from (used in) financing activities		366,169			(6,588	)		50,000			—		409,581

Intercompany		70,265			(73,444	)		3,179			—		—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			(2,259	)		—		(2,259	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		435,535			(1,511	)		38,001			—		472,025
CASH AND CASH EQUIVALENTS, Beginning of period		106,010			1,821			71,280			—		179,111

CASH AND CASH EQUIVALENTS, End of period	$	541,545		$	310		$	109,281		$	—	$	651,136

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)


	Three Months Ended March 31, 2012
	Parent /			Guarantor			Non-Guarantor			Elimination and Consolidating
	Issuer			Subsidiaries			Subsidiaries			Entries			Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES:	$	—		$	75,850		$	15,813		$	—		$	91,663
CASH FLOWS USED IN INVESTING ACTIVITIES:
Business acquisitions		—			(76,564	)		(15	)		—			(76,579	)
Purchase of property and equipment		(3,232	)		(25,857	)		(4,984	)		—			(34,073	)

Net cash flows used in investing activities		(3,232	)		(102,421	)		(4,999	)		—			(110,652	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facilities		27,600			—			43,500			—			71,100
Payments on revolving credit facilities		(27,600	)		—			(19,600	)		—			(47,200	)
Principal payments on long-term obligations		(589	)		(3,267	)		—			—			(3,856	)
Payments on capital lease obligations		—			(9	)		(11	)		—			(20	)
Other		242			—			—			—			242

Net cash flows from (used in) financing activities		(347	)		(3,276	)		23,889			—			20,266

Intercompany		(4,912	)		29,922			(31,249	)		6,239			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			2,748			—			2,748
NET CHANGE IN CASH AND CASH EQUIVALENTS		(8,491	)		75			6,202			6,239			4,025
CASH AND CASH EQUIVALENTS, Beginning of period		10,503			—			89,572			(6,239	)		93,836

CASH AND CASH EQUIVALENTS, End of period	$	2,012		$	75		$	95,774		$	—		$	97,861

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:

•

our competitive position within the market for voice and data services;

•

the cost, reliability and market acceptance of voice and data services;

•

our ability to keep pace with our clients’ needs for technology and systems;

•

the profitability of the solutions we provide and seek to develop;

•

the impact of integrating or completing mergers or strategic acquisitions, including any cost-savings or other synergies resulting there from;

•

the level and cost of our indebtedness, including changes in interest rates, and the adequacy of capital for future requirements;

•

our expectations of future capital expenditures and contractual obligations;

•

the impact of pending litigation and the regulatory environment;

•

our ability to protect our proprietary information or technology;

•

our ability to manage effectively operations outside of the United States;

•

the cost of labor and turnover rates; 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”, “Risk Factors” 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, communication services. We offer a broad portfolio of services, including conferencing and collaboration, unified communications, alerts and notifications, emergency communications, business process outsourcing and telephony / interconnect services. The scale and processing capacity of our proprietary technology platforms, combined with our expertise in managing voice and data transactions, enable us to 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, retail, financial services, public safety, technology and healthcare. We have sales and operations in the United States, Canada, Europe, the Middle East, Asia-Pacific, Latin America and South America.

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

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 2012, we managed approximately 28 billion telephony minutes and approximately 134 million conference calls, facilitated over 260 million 9-1-1 calls, and delivered over 1.2 billion notification calls and data messages. With approximately 730,000 telephony ports to handle conference calls, 9-1-1 public safety calls, alerts and notifications and customer service at March 31, 2013, 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 425,000 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 platform 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. Our telephony / interconnect services are generally billed based on usage of toll-free origination 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 in costs of services primarily reflects compensation and benefits 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 commissions for our sales professionals. 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, impairment charges and amortization of finite-lived intangible assets.

Key Drivers Affecting Our Results of Operations

Factors Related to Our Indebtedness.

On March 27, 2013, we completed an initial public offering (“IPO”) of 21,275,000 shares of common stock of the Company, par value $0.001 per share, registered pursuant to a Registration Statement on Form S-1 (File No. 333-162292). Proceeds received from the offering, net of the underwriter’s discount were $401.0 million. The Company paid $1.0 million in Sponsor Management fees in the first quarter of 2013 and expects to pay an additional $24.0 million to an investor group led by Thomas H. Lee Partners, L.P. and Quadrangle Group LLC pursuant to that certain Management Agreement, dated October 24, 2006, and that certain Management Letter Agreement, dated March 8, 2013. The Management Agreement terminated in accordance with its terms immediately prior to completion of the IPO.

On March 27, 2013, the Company instructed the trustee for the Company’s 11% senior subordinated notes due 2016, to deliver a notice of redemption to the holders of all of the outstanding $450.0 million principal amount of senior subordinated notes. The redemption date is April 26, 2013 at a redemption price equal to 103.667% of the principal amount of the senior subordinated notes. During the three months ended March 31, 2013, the Company recorded the $16.5 million subordinated debt call premium as a non-operating expense. In addition, the Company will pay accrued and unpaid interest on the redeemed senior subordinated notes up to April 26, 2013. Following this redemption, none of the senior subordinated notes will remain outstanding.

On February 20, 2013, West, certain domestic subsidiaries of West, as subsidiary borrowers, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the various lenders party thereto modified the Company’s senior secured credit facilities (“Senior Secured Credit Facilities”) by entering into Amendment No. 3 to Amended and Restated Credit Agreement (the “Third Amendment”), amending the Company’s Amended and Restated Credit Agreement, dated as of October 5, 2010, by and among West, Wells Fargo, as administrative agent, and the various lenders party thereto, as lenders (as previously amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of August 15, 2012, Amendment No. 2 to Amended and Restated Credit Agreement, dated as of October 24, 2012, and the Third Amendment, the “Amended Credit Agreement”).

•

Evolution to 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 73% for the three months ended March 31, 2013 and our operating income from platform-based services has grown from 53% of total operating income to 95% 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 client’s customer to speak to an agent. 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 business 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 through 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 $2.0 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.

Key Factors Related to Cash Flows

We expect to generate $180-$220 million in free cash flow, cash flows from operations less capital expenditures, in 2013. Our expectation is to return some portion of our free cash flow to shareholders each year through a regular quarterly dividend. We expect to use the remaining free cash flow to reduce leverage and fund acquisitions to accelerate growth. Our goal is to reduce net leverage to less than 4x adjusted EBITDA in less than 24 months through free cash flow generation and EBITDA growth.

Our pro forma adjusted interest expense for the first quarter of 2013 was $46.4 million compared to actual interest expense of $72.9 million. Pro forma adjusted interest reflects the impact of lower debt balances and lower interest rates post IPO. Approximately $12.4 million of the pro forma adjustment relates to the savings expected for the full quarter from the anticipated redemption of the $450 million senior subordinated notes and the remaining amount relates to the savings for the full quarter associated with the pricing of amendment number three to our senior secured term loan facilities as if these transactions had been completed January 1, 2013. The amendment of the $2.4 billion senior secured term loan facilities was completed on February 20, 2013. This amendment will reduce our annual cash interest expense run rate by $47 million and extend the maturity of $1.1 billion of term loans to June 2018.

On March 27, 2013, we instructed the Bank of New York Mellon Trust Company, N.A., as trustee to deliver a notice of redemption to the holders of the outstanding $450.0 million principal amount of the senior subordinated notes. The redemption price was 103.667% of the principal amount of the senior subordinated notes. The redemption date for the senior subordinated notes was April 26, 2013. This redemption will reduce our annual cash interest expense run rate by $49.5 million.

The completion or our senior term loan amendment on February 20, 2013, and redemption of the senior subordinated notes on April 26, 2013, provides us with annual run rate interest savings of $96.5 million and further benefits the Company with an improved capital structure, reduced leverage and greater overall financial flexibility.

Overview of 2013 Results

The following overview highlights the areas we believe are important in understanding our results of operations for the three months ended March 31, 2013. This summary is not intended as a substitute for the detail provided elsewhere in this quarterly report, or for our consolidated financial statements and notes thereto included elsewhere in this quarterly report.

•

Our revenue increased $21.2 million, or 3.3% during the three months ended March 31, 2013 compared to revenue during the three months ended March 31, 2012.

•

Our operating income decreased $21.0 million, or 18.3%, during the three months ended March 31, 2013 compared to operating income during the three months ended March 31, 2012. This decrease in operating income is primarily the result of $28.0 million of expenses recorded in connection with our IPO.

•

On February 20, 2013, we amended our senior secured term loan facilities. The Amended Credit Agreement provides for a reduction in the applicable margins and interest rate floors of all term loans, extends the maturity of a portion of the term loans due July 2016 to June 2018; and adds a further step down to the applicable margins of all term loans upon satisfaction of certain conditions.

•

On March 8, 2013, we completed a 1-for-8 reverse stock split and amended our Amended and Restated Certificate of Incorporation by filing an amendment with the Delaware Secretary of State. We also adjusted the share amounts under our Executive Incentive Plan and Nonqualified Deferred Compensation Plan as a result of the 1-for-8 reverse stock split.

•

On March 27, 2013, we completed our IPO of 21,275,000 shares of common stock of the Company. Proceeds from the offering, net of the underwriting discounts and commissions were $401.0 million.

•

On March 27, 2013, we instructed the trustee to deliver a 30 day notice of redemption to redeem $450.0 million 11% senior subordinated notes. The redemption price is 103.667% of the principal amount of the senior subordinated notes.

Results of Operations

Comparison of the Three Months Ended March 31, 2013 and 2012

Revenue: Total revenue for the three months ended March 31, 2013 increased approximately $21.2 million, or 3.3%, to $660.2 million from $639.1 million for the three months ended March 31, 2012. This increase during the three months ended March 31, 2013 included acquisition revenue of $22.4 million from the acquisition of HyperCube LLC (“HyperCube”), compared to $1.6 million for the three months ended March 31, 2012. The HyperCube acquisition closed on March 23, 2012 and its results have been included in the Communication Services segment since that date.

For the three months ended March 31, 2013 and 2012, our largest 100 clients represented 54% and 55% of total revenue, respectively.

Revenue by business segment:


	For the three months ended March 31,
	2013			% of Total Revenue			2012			% of Total Revenue			Change			% Change
Revenue in thousands:
Unified Communications	$	367,568			55.7	%	$	359,647			56.3	%	$	7,921			2.2	%
Communication Services		296,451			44.9	%		281,737			44.1	%		14,714			5.2	%
Intersegment eliminations		(3,795	)		-0.6	%		(2,322	)		-0.4	%		(1,473	)		63.4	%

Total	$	660,224			100.0	%	$	639,062			100.0	%	$	21,162			3.3	%

For the three months ended March 31, 2013, Unified Communications revenue increased $7.9 million, or 2.2%, to $367.6 million from $359.6 million for the three months ended March 31, 2012. The increase in revenue for the three months ended March 31, 2013 was entirely organic. The increase was attributable primarily to the addition of new customers as well as an increase in usage of our web and audio-based conferencing 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 conferencing services, which accounts for the majority of our conferencing revenue, grew approximately 5.6%, for the three months ended March 31, 2013 over the three months ended March 31, 2012. When adjusted for the same number of business days in the first three months of 2013 compared to the first three months of 2012, reservationless volume of minutes grew 10%. For the three months ended March 31, 2013, the average rate per minute for reservationless services declined by approximately 6.1%. 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. Our Unified Communications international revenue grew to $117.1 million, an increase of 2.5% over the three months ended March 31, 2012.

For the three months ended March 31, 2013, Communication Services revenue increased $14.7 million, or 5.2%, to $296.5 million from $281.7 million for the three months ended March 31, 2012. The increase for the three months ended March 31, 2013 included acquisition revenue of $22.4 million from the HyperCube acquisition, compared to $1.6 million for the three months ended March 31, 2012. Revenue from agent-based services for the three months ended March 31, 2013, decreased $11.4 million compared with the three months ended March 31, 2012 including a $5.2 million decline in direct response revenue. Revenue from platform-based services within Communication Services increased $26.1 million compared with the three months ended March 31, 2012.

Cost of services: Cost of services consists of direct labor, telephone expense, commissions and other costs directly related to providing services to our clients. Cost of services increased approximately $17.4 million, or 6.0%, in the three months ended March 31, 2013, to $309.1 million, from $291.7 million for the three months ended March 31, 2012. As a percentage of revenue, cost of services increased to 46.8% in the three months ended March 31, 2013 compared to 45.6% for the three months ended March 31, 2012.

Cost of services by business segment:


	For the three months ended March 31,
	2013			% of Revenue			2012			% of Revenue			Change			% Change
Cost of services in thousands:
Unified Communications	$	157,106			42.7	%	$	148,740			41.4	%	$	8,366			5.6	%
Communication Services		155,391			52.4	%		144,742			51.4	%		10,649			7.4	%
Intersegment eliminations		(3,430	)		NM			(1,780	)		NM			(1,650	)		NM

Total	$	309,067			46.8	%	$	291,702			45.6	%	$	17,365			6.0	%

NM—	Not meaningful

Unified Communications cost of services for the three months ended March 31, 2013 increased $8.4 million, or 5.6%, to $157.1 million from $148.7 million for the three months ended March 31, 2012. The increase is primarily driven by increased service volume. As a percentage of this segment’s revenue, Unified Communications cost of services increased to 42.7% for the three months ended March 31, 2013 from 41.4% for the three months ended March 31, 2012. The increase in cost of services as a percentage of revenue is due primarily to changes in the product mix, geographic mix and declines in the average rate per minute for reservationless services.

Communication Services cost of services increased $10.6 million, or 7.4%, for the three months ended March 31, 2013 to $155.4 million from $144.7 million for the three months ended March 31, 2012. The increase in cost of services for the three months ended March 31, 2013 was primarily the result of $12.6 million of incremental cost of services from the HyperCube acquisition. As a percentage of this segment’s revenue, Communication Services cost of services increased to 52.4% for the three months ended March 31, 2013 from 51.4%, for the three months ended March 31, 2012. This increase in cost of services as a percentage of this segment’s revenue is due to the impact of the HyperCube acquisition.

Selling, general and administrative (“SG&A”) expenses: SG&A expenses increased by approximately $24.7 million, or 10.6%, to $257.9 million for the three months ended March 31, 2013 from $233.1 million for the three months ended March 31, 2012. SG&A expenses in the first quarter of 2013 included $25.0 million for Sponsor management fees and related termination of the management agreement in connection with the IPO and $3.0 million of IPO related bonuses. As a percentage of revenue, SG&A expenses increased to 39.1% for the three months ended March 31, 2013 from 36.5% for the three months ended March 31, 2012. The Sponsor management fee, related termination of the management agreement and IPO related bonuses had a 4.3% impact on SG&A expenses as a percentage of revenue. During the three months ended March 31, 2012, SG&A expenses included $5.3 million for an asset impairment and site closure expenses.

Selling, general and administrative expenses by business segment:


	For the three months ended March 31,
	2013			% of Revenue			2012			% of Revenue			Change		% Change
Selling, general and administrative expenses in thousands:
Unified Communications	$	132,598			36.1	%	$	113,770			31.6	%	$	18,828		16.5	%
Communication Services		125,635			42.4	%		119,889			42.6	%		5,746		4.8	%
Intersegment eliminations		(366	)		NM			(541	)		NM			175		NM

Total	$	257,867			39.1	%	$	233,118			36.5	%	$	24,749		10.6	%

NM—	Not meaningful

Unified Communications SG&A expenses for the three months ended March 31, 2013 increased $18.8 million, or 16.5%, to $132.6 million from $113.8 million for the three months ended March 31, 2012. As a percentage of this segment’s revenue, Unified Communications SG&A expenses was 36.1% for the three months ended March 31, 2013 compared to 31.6% for the three months ended March 31, 2012. The Sponsor management fee, related termination of the management agreement and IPO related bonuses allocated to Unified Communications was $17.7 million. The Sponsor management fee, related termination of the management agreement and IPO related bonuses had a 4.8% impact on SG&A expenses as a percentage of revenue for Unified Communications.

Communication Services SG&A expenses increased $5.7 million, or 4.8%, to $125.6 million for the three months ended March 31, 2013 from $119.9 million for the three months ended March 31, 2012. Incremental SG&A expenses from an acquired entity were $6.6 million. As a percentage of this segment’s revenue, Communication Services SG&A expenses decreased to 42.4% for the three months ended March 31, 2013 from 42.6% for the three months ended March 31, 2012. The Sponsor management fee, related termination of the management agreement and IPO related bonuses allocated to Communication Services was $10.3 million. The Sponsor management fee, related termination of the management agreement and IPO related bonuses had a 3.5% impact on SG&A expenses as a percentage of revenue for Communication Services. During the three months ended March 31, 2012 SG&A expenses in Communication Services included $4.8 million for an asset impairment and site closure expenses.

Operating income: Operating income decreased $21.0 million, or 18.3%, to $93.3 million for the three months ended March 31, 2013 from $114.2 million for the three months ended March 31, 2012. As a percentage of revenue, operating income decreased to 14.1% for the three months ended March 31, 2013 from 17.9% for the three months ended March 31, 2012. This decrease in operating income included the Sponsor management fee, related termination of the management agreement and IPO related bonuses. The Sponsor management fee, related termination of the management agreement and IPO related bonuses had a 4.3% impact on operating income as a percentage of revenue.

Operating income by business segment:


	For the three months ended March 31,
	2013		% of Revenue			2012		% of Revenue			Change			% Change
Operating income in thousands:
Unified Communications	$	77,865		21.2	%	$	97,136		27.0	%	$	(19,271	)		-19.8	%
Communication Services		15,425		5.2	%		17,106		6.1	%		(1,681	)		-9.8	%

Total	$	93,290		14.1	%	$	114,242		17.9	%	$	(20,952	)		-18.3	%

Unified Communications operating income for the three months ended March 31, 2013 decreased approximately $19.3 million, to $77.9 million from $97.1 million for the three months ended March 31, 2012. As a percentage of this segment’s revenue, Unified Communications operating income decreased to 21.2% for the three months ended March 31, 2013 from 27.0% for the three months ended March 31, 2012. The Sponsor management fee, related termination of the management agreement and IPO related bonuses had a 4.8% impact on operating income as a percentage of revenue for Unified Communications.

Communication Services operating income decreased $1.7 million, or 9.8%, to $15.4 million for the three months ended March 31, 2013 from $17.1 million for the three months ended March 31, 2012. As a percentage of this segment’s revenue, Communication Services operating income decreased to 5.2% for the three months ended March 31, 2013 from 6.1% for the three months ended March 31, 2012. The Sponsor management fee, related termination of the management agreement and IPO related bonuses had a 3.5% impact on operating income as a percentage of revenue for Communication Services.

Other income (expense): Other income (expense) includes interest expense from borrowings under credit facilities and outstanding notes, the call premium on the redemption of our 11% senior subordinated debt, the aggregate foreign exchange gain (loss) on affiliate transactions denominated in currencies other than the functional currency and interest income from short-term investments. Other income (expense) for the three months ended March 31, 2013 was ($88.4) million compared to ($59.3) million for the three months ended March 31, 2012. Interest expense for the three months ended March 31, 2013 was ($72.9) million compared to ($62.2) million during the three months ended March 31, 2012. This increase in interest expense is due to higher effective interest rates and higher outstanding balances on our variable rate senior secured term loan facilities.

During the three months ended March 31, 2013, we recorded a $16.5 million accrual for the 3.667% subordinated debt call premium of our $450 million senior subordinated notes.

During the three months ended March 31, 2013, we recorded a $1.7 million loss on foreign currency exchange rate changes on affiliate transactions. During the three months ended March 31, 2012, we recognized a $0.5 million loss on foreign currency exchange rate changes on affiliate transactions.

Net income—Net income decreased $31.0 million for the three months ended March 31, 2013 to $3.1 million from $34.0 million for the three months ended March 31, 2012. Net income includes a provision for income tax expense at an effective rate of approximately 37.5% for the three months ended March 31, 2013, compared to 38.0% for the three months ended March 31, 2012. The Sponsor management fee, related termination of the management agreement, IPO related bonuses and subordinated debt call premium had a $27.8 million negative impact on net income.

Earnings per common share: Earnings per common share-basic and diluted for the three months ended March 31, 2013 were $0.05. Earnings per common share-basic and diluted for the three months ended March 31, 2012 were $0.55 and $0.54, respectively. The Sponsor management fee, related termination of the management agreement, IPO related bonuses and subordinated debt call premium had a $0.43 and $0.42 impact on earnings per common share-basic and diluted, respectively.

Liquidity and Capital Resources

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

On March 27, 2013, we completed our IPO of 21,275,000 shares of common stock of the Company. Proceeds from the offering, net of the underwriting discounts and commissions were $401.0 million. Also on March 27, 2013 we instructed the trustee to deliver a 30 day notice of redemption to redeem $450.0 million 11% senior subordinated notes. The redemption price is 103.667% of the principal amount of the senior subordinated notes.

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, quarterly dividends and the repayment of principal on debt.

The following table summarizes our cash flows by category for the periods presented (dollars in thousands):


	For the Three Months Ended March 31,
	2013		2012			Change		% Change
Cash flows from operating activities	$	98,666	$	91,663		$	7,003		7.6	%
Cash flows used in investing activities	$	(33,963)	$	(110,652	)	$	76,689		-69.3	%
Cash flows from financing activities	$	409,581	$	20,266		$	389,315		NM

NM—	Not meaningful.

Net cash flows from operating activities increased $7.0 million, or 7.6%, to $98.7 million for the three months ended March 31, 2013, compared to net cash flows from operating activities of $91.7 million for the three months ended March 31, 2012. The increase in net cash flows from operating activities is primarily due to changes in working capital and the timing of interest payments and customer receipts.

Days sales outstanding (“DSO”), a key performance indicator that we utilize to monitor the accounts receivable average collection period and assess overall collection risk, was 60 days at March 31, 2013, compared to 63 days at March 31, 2012, when adjusted for the HyperCube acquisition.

Net cash flows used in investing activities decreased $76.7 million to $34.0 million for the three months ended March 31, 2013, compared to net cash flows used in investing activities of $110.7 million for the three months ended March 31, 2012. Cash used for business acquisitions, net of cash acquired, during the three months

ended March 31, 2012 was $76.6 million. Cash used for business acquisitions during the three months ended March 31, 2013 were less than $0.1 million. We invested $33.5 million in capital expenditures during the three months ended March 31, 2013 compared to $34.1 million for the three months ended March 31, 2012.

Net cash flows from financing activities increased $389.3 million to $409.6 million for the three months ended March 31, 2013, compared to net cash flows from financing activities of $20.3 million for the three months ended March 31, 2012. During the three months ended March 31, 2013, proceeds from our IPO, net of related offering costs were $400.5 million. During the three months ended March 31, 2013, we had net proceeds of $50.0 million from our revolving credit facility compared to $23.9 million during the three months ended March 31, 2012. During the three months ended March 31, 2013, deferred financing and other debt related costs of $30.0 million were paid in connection with February 20, 2013, Amended and Restated Credit Agreement. Principal repayments on long-term obligations made during the three month ended March 31, 2013 were $10.1 million compared to $3.9 million during the three months ended March 31, 2012.

As of March 31, 2013, the amount of cash and cash equivalents held by our foreign subsidiaries was $88.6 million. We have accrued U.S. taxes on $226.8 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.

Subject to legally available funds, we intend to pay a quarterly cash dividend at a rate initially equal to approximately $18.75 million per quarter (or an annual rate of $75.0 million). Based on approximately 83.4 million shares of common stock outstanding, this implies a quarterly dividend of approximately $0.225 per share (or an annual dividend of approximately $0.90 per share). We anticipate funding our dividend with cash generated by our operations. The declaration and payment of all future dividends, if any, will be at the sole discretion of our Board of Directors. On April 25, 2013, we announced a $0.225 per common share quarterly dividend. The dividend is payable May 16, 2013, to shareholders of record as of the close of business on May 6, 2013.

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

On February 20, 2013, we modified our senior secured credit facilities by entering into Amendment No. 3 thereto (the “Third Amendment”). The senior secured credit facilities, as modified by the Third Amendment, provide for a reduction in the applicable margins and interest rate floors of all term loans, extend the maturity of a portion of the term loans due July 2016 to June 2018 and add a further step down to the applicable margins of all term loans upon satisfaction of certain conditions. As of the effective date of the Third Amendment, the Company had outstanding the following senior secured term loans:

•

Term loans due June 2018 in an aggregate principal amount of approximately $2.1 billion; and

•

Term loans due July 2016 in an aggregate principal amount of approximately $317.7 million ($316.9 million at March 31, 2013).

In connection with the Third Amendment, we incurred refinancing expenses of approximately $24.2 million for the soft-call premium paid to holders of term loans outstanding prior to the effectiveness of the Third Amendment and $5.8 million for other fees and expenses.

After giving effect to the Third Amendment, the interest rate margins for the term loans due 2016 are 2.75% for LIBOR rate loans, and 1.75% for base rate loans, the interest rate margins for the term loans due 2018 are 3.25% for LIBOR rate loans, and 2.25% for base rate loans and the interest rate floor is 1.00% for the LIBOR component of the LIBOR rate loans and 2.00% for the base rate component of the base rate loans. The applicable margins for each of the term loan tranches are subject to a step down of 0.50% conditioned upon completion by the Company of an initial public offering and the Company attaining and maintaining a total leverage ratio less than or equal to 4.75:1.00. The Third Amendment also provides for a soft call option applicable to all of the outstanding term loans. The soft call option provides for a premium equal to 1.0% of the amount of the repricing payment, in the event that, on or prior to the six month anniversary of the effective date of the amendment, we or our subsidiary borrowers enter into certain repricing transactions.

Our senior secured term loan facility and senior secured revolving credit facility bear interest at variable rates. The amended and restated senior secured term loan facility, after giving effect to the Third Amendment, requires annual principal payments of approximately $24.1 million, paid quarterly with balloon payments at maturity dates of July 15, 2016 and June 30, 2018 of approximately $306.5 million and $1,989.8 million respectively. The effective annual interest rates, inclusive of debt amortization costs, on the senior secured term loan facility for the three months ended March 31, 2013 and 2012 were 5.92% and 5.04%, respectively.

Senior Secured Revolving Credit Facility

Our senior secured revolving credit facilities provide senior secured financing of up to $201 million and matures on January 15, 2016. The 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 March 31, 2013), and the margin ranges from 1.75% to 2.50% for base rate loans (base rate plus 2.0% at March 31, 2013). We are required to pay each non-defaulting lender a commitment fee of 0.50% in respect of any unused commitments under the senior secured revolving credit facility. The commitment fee in respect of unused commitments under the senior secured revolving credit facility is subject to adjustment based upon our total leverage ratio.

The highest balance outstanding on the senior secured revolving credit facility during the three months ended March 31, 2013 and 2012 was $0.0 million and $11.5 million, respectively. The average daily balance outstanding of the senior secured revolving credit facility during the three months ended March 31, 2013 and 2012 was $0.0 million and $0.8 million, respectively. The senior secured revolving credit facility was undrawn at March 31, 2013 and 2012.

Subsequent to March 31, 2013, the Company may request additional tranches of term loans or increases to the revolving credit facility in an aggregate amount not to exceed $357.4 million, including the aggregate amount of $126.4 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

On March 27, 2013 we instructed the Bank of New York Mellon Trust Company, N.A., as trustee to deliver a notice of redemption to the holders of the outstanding $450.0 million principal amount of the senior subordinated notes. The redemption price is 103.667% of the principal amount of the senior subordinated notes.

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 to the date of redemption, subject to the right 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 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 $650.0 million aggregate principal amount of 7⁷/₈% 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 to, the date of redemption, subject to the right 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 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 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.

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 was extended to September 12, 2014, reduced the unused commitment fee to 0.50% and lowered the LIBOR spread grid on borrowings, based on our total leverage ratio to 1.50% to 2.0% (LIBOR plus 1.75% at March 31, 2013). 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 March 31, 2013, $50.0 million was outstanding under the amended and extended asset securitization facility. At March 31, 2012, this facility was undrawn. The highest balance outstanding during the three months ended March 31, 2013 and 2012 was $50.0 million and $39.0 million, respectively.

Debt Covenants

Senior Secured Term Loan Facility and Senior Secured Revolving Credit Facility—The Company is required to comply on a quarterly basis with a maximum total leverage ratio covenant and a minimum interest coverage ratio covenant. Pursuant to the Amended Credit Agreement, the total leverage ratio of consolidated total debt to Adjusted EBITDA may not exceed 6.75 to 1.0 at March 31, 2013, and the interest coverage ratio of Adjusted EBITDA to the sum of consolidated interest expense must be not less than 1.85 to 1.0. The total leverage ratio will become more restrictive over time (adjusted periodically until the maximum leverage ratio reaches 6.00 to 1.0 in 2015). Both ratios are measured on a rolling four-quarter basis. We were in compliance with these financial covenants at March 31, 2013. 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.

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 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—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.

The following table summarizes our contractual obligations at March 31, 2013 (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 2016	$	316,862	$	3,177	$	6,353	$	307,332	$	—
Asset Securitization Facility, due 2014		50,000		—		50,000		—		—
Senior Secured Term Loan Facility, due 2018		2,090,732		16,982		42,000		42,000		1,989,750
11% Senior Suborninated Notes, called April 26, 2013		450,000		450,000		—		—		—
Subordinated Notes call premium		16,502		16,502		—		—		—
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		588,214		120,576		188,626		188,626		90,386
Estimated interest payments on variable rate debt (1)		505,367		104,345		202,965		176,680		21,377
Contractual minimums under telephony agreements (2)		63,000		47,700		15,300		—		—
Operating leases		122,672		35,205		44,889		21,199		21,379
Purchase obligations (3)		97,856		81,195		13,327		3,334		—
Interest rate swaps		695		695		—		—		—

Total contractual cash obligations	$	5,451,900	$	876,377	$	563,460	$	739,171	$	3,272,892

(1)	Interest rate assumptions based on April 3, 2013, LIBOR U.S. dollar swap rate curves for the next five years.

(2)

Based on projected telephony minutes through 2014. 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 March 31, 2013, we have accrued $20.4 million, including interest and penalties for uncertain tax positions.

Capital Expenditures

Our operations continue to require significant capital expenditures for technology, capacity expansion and upgrades. Capital expenditures were $23.3 million for the three months ended March 31, 2013, compared to $23.9 million for the three months ended March 31, 2012. We currently estimate our capital expenditures for the remainder of 2013 to be between $106.7 million to $116.7 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 $357.4 million including the aggregate amount of principal payments 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 asset 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 2014 and are renewed as required. The outstanding commitment on these obligations at March 31, 2013 was $18.6 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, 2012. There have not been any significant changes with respect to these policies during the three months ended March 31, 2013.

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 March 31, 2013, we had $2,407.6 million outstanding under our senior secured term loan facility $50.0 million outstanding under our Asset Securitization Facility, $450.0 million outstanding under our 2016 Senior Subordinated Notes, $500.0 million outstanding under our 2018 Senior Notes and $650.0 million outstanding under our 2019 Senior Notes.

Due to the interest rate floors, our long-term obligations at variable interest rates would be subject to interest rate risk only if current LIBOR rates exceed the interest rate floors. A 50 basis point change in the variable interest rate at March 31, 2013, would have no impact on our variable interest rate. At March 31, 2013, the 30 and 90 day LIBOR rates were approximately 0.2037% and 0.2826%, respectively. As a result of the interest rate floors and prevailing LIBOR rates, rate increases on our variable debt in the immediate and near term is unlikely.

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 three months ended March 31, 2013, 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 less than one percent.

On March 31, 2013 and 2012, the Communication Services segment had no material revenue outside the United States. Our facilities in Canada, Jamaica, Mexico and the Philippines 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 months ended March 31, 2013 and 2012, revenues from non-U.S. countries were approximately 19% of consolidated revenues. During these periods no individual foreign country accounted for greater than 10% of revenue. At March 31, 2013 and December 31, 2012, long-lived assets from non-U.S. countries were approximately 8% and 9%, 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 carried interest rates ranging from 1.685% to 1.6975% and expire in June 2013. At March 31, 2013, the notional amount of debt outstanding under these interest rate swap agreements was $500.0 million of the outstanding $2,407.6 million senior secured term loan facility.

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 March 31, 2013, 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) 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 period 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 1A.

Risk Factors

We may not be able to compete successfully in our highly competitive industries, which could adversely affect our business, results of operations and financial condition.

We face significant competition in many of the markets in which we do business and expect that this competition will intensify. The principal competitive factors in our business are range of service offerings, global capabilities and price and quality of services. In addition, we believe there has been an industry trend to move agent-based operations toward offshore sites. This movement could result in excess capacity in the United States, where most of our current capacity exists. The trend toward international expansion by foreign and domestic competitors and continuous technological changes may erode profits by bringing new competitors into our markets and reducing prices. Our competitors’ products, services and pricing practices, as well as the timing and circumstances of the entry of additional competitors into our markets, could adversely affect our business, results of operations and financial condition.

Our Unified Communications segment faces technological advances, which have contributed to pricing pressures and could result in the loss of customer relationships. Competition in the web and video conferencing services arenas continues to increase as new vendors enter the marketplace and offer a broader range of conferencing solutions through new technologies, including, without limitation, VoIP, on-premise solutions, PBX solutions, unified communications solutions and equipment and handset solutions.

Our Communication Services segment’s agent-based business and growth depend in large part on United States businesses automating and outsourcing call handling activities. Such automation and outsourcing may not continue, or may continue at a slower pace, as organizations may elect to perform these services themselves. In addition, our Communication Services segment faces risks from technological advances that we may not be able to successfully address. We compete with third-party collection agencies, other financial service companies and credit originators. Some of these companies have substantially greater personnel and financial resources than we do. In addition, companies with greater financial resources than we have may elect in the future to enter the consumer debt collection business.

There are services in both of our business segments that are experiencing pricing declines. If we are unable to offset pricing declines through increased transaction volume and greater efficiency, our business, results of operations and financial condition could be adversely affected.

We depend on third parties for certain services we provide, and increases in the cost of voice and data services or significant interruptions in these services could adversely affect our business, results of operations and financial condition.

We depend on voice and data services provided by various telecommunications providers. Because of this dependence, any change to the telecommunications market that would disrupt these services or limit our ability to obtain services at favorable rates could adversely affect our business, results of operations and financial condition. While we have entered into long-term contracts with many of our telecommunications providers, there is no obligation for these vendors to renew their contracts with us or to offer the same or lower rates in the future. In addition, these contracts are subject to termination or modification for various reasons outside of our control. An adverse change in the pricing of voice and data services that we are unable to recover through price increases of our services, or any significant interruption in voice or data services, could adversely affect our business, results of operations and financial condition.

Our business depends on our ability to keep pace with our clients’ needs for rapid technological change and systems availability.

Technology is a critical component of our business. We have invested in sophisticated and specialized computer and telephone technology and we anticipate that it will be necessary for us to continue to select, invest in and develop new and enhanced technology on a timely basis in the future in order to remain competitive. Our future success depends in part on our ability to continue to develop technology solutions that keep pace with evolving industry standards and changing client demands. Introduction of new methods and technologies brings corresponding risks associated with effecting change to a complex operating environment and, in the case of adding third party services, results in a dependency on an outside technology provider. With respect to third party technology we use to support our services, some of which is provided by our competitors, the failure of such technology or the third party becoming unable or unwilling to continue to provide the technology could interfere with our ability to satisfy customer demands and may require us to make investments in a replacement technology, which could adversely affect our business, financial condition and results of operations.

Growth in our IP-Based UC Solutions and Emergency Communications businesses depends in large part on continued deployment and adoption of emerging technologies.

Growth in our IP-based UC Solutions business and our next generation 9-1-1 solution offering is largely dependent on customer acceptance of communications services over IP-based networks, which is still in its early stages. Continued growth depends on a number of factors outside of our control. Customers may delay adoption and deployment of IP-based UC Solutions for several reasons, including available capacity on legacy networks, internal commitment to in-house solutions and customer attitudes regarding security, reliability and portability of IP-based solutions. In the Emergency Communications business, adoption may be hindered by, among other factors, continued reliance by customers on legacy systems, the complexity of implementing new systems and budgetary constraints. If customers do not deploy and adopt IP-based network solutions at the rates we expect, for these or other reasons, our business results of operations and financial condition could be adversely affected.

A large portion of our revenue is generated from a limited number of clients, and the loss of one or more key clients would result in the loss of revenue.

Our 100 largest clients by revenue represented approximately 54% of our total revenue for the three months ended March 31, 2013. If we fail to retain a significant amount of business from any of our significant clients, our business, results of operations and financial condition could be adversely affected.

We serve clients and industries that have experienced a significant level of consolidation in recent years. Additional consolidation could occur in which our clients could be acquired by companies that do not use our services. The loss of any significant client would result in a decrease in our revenue and could adversely affect our business, results of operations and financial condition.

Security and privacy breaches of the systems we use to protect personal data could adversely affect our business, results of operations and financial condition.

Our databases contain personal data of our clients’ customers, including credit card and healthcare information. Any security or privacy breach of these databases, whether from human error or fraud or malice on the part of employees or third parties or accidental technical failure, could expose us to liability, increase our expenses relating to the resolution of these breaches and deter our clients from selecting our services. Certain of our client contracts do not contractually limit our liability for the loss of confidential information. Migration of our emergency communications business to IP-based communication increases this risk. Our data security procedures may not effectively counter evolving security risks, address the security and privacy concerns of existing or potential clients or be compliant with federal, state, and local laws and regulations in all respects. For our international operations, we are obligated to implement processes and procedures to comply with local data privacy regulations. Any failures in our security and privacy measures could adversely affect our business, financial condition and results of operations.

Growth in our IP-Based UC Solutions and other new services may provide alternatives to our services which could adversely affect our business, results of operations and financial condition.

Our IP-Based UC Solutions and other new services and enhancements to existing services may compete with our current conferencing and collaboration services. Continued growth in such emerging technologies may result in the availability of feature rich alternatives to our existing services with a more attractive pricing model. These developments could reduce the attractiveness to customers of our existing product offerings and reduce the price which we can receive from customers with respect to such services, which could adversely affect our business, results of operations and financial condition.

Global economic conditions could adversely affect our business, results of operations and financial condition, primarily through disrupting our clients’ businesses.

Uncertain and changing global economic conditions, including disruption of financial markets, could adversely affect our business, results of operations and financial condition, primarily through disruptions of our clients’ businesses. Higher rates of unemployment and lower levels of business generally adversely affect the level of demand for certain of our services. In addition, continuation or worsening of general market conditions in the United States, Europe or other markets important to our businesses may adversely affect our clients’ level of spending, ability to obtain financing for purchases and ability to make timely payments to us for our services, which could require us to increase our allowance for doubtful accounts, negatively impact our days sales outstanding and adversely affect our results of operations.

Our contracts generally are not exclusive and typically do not provide for revenue commitments.

Contracts for many of our services generally enable our clients to unilaterally terminate the contract or reduce transaction volumes upon written notice and without penalty, in many cases based on our failure to attain certain service performance levels. The terms of these contracts are often also subject to renegotiation at any time. In addition, most of our contracts are not exclusive and do not ensure that we will generate a minimum level of revenue. Many of our clients also retain multiple service providers with whom we must compete. As a result, the profitability of each client program may fluctuate, sometimes significantly, throughout the various stages of a program.

Pending and future litigation may divert management’s time and attention and result in substantial costs of defense, damages or settlement, which could adversely affect our business, results of operations and financial condition.

We face uncertainties related to pending and potential litigation. We may not ultimately prevail or otherwise be able to satisfactorily resolve this litigation. In addition, other material suits by individuals or certified classes, claims, or investigations relating to our business may arise in the future. Furthermore, we generally indemnify our clients against third-party claims asserting intellectual property violations and data security breaches, which may result in litigation. Regardless of the outcome of any of these lawsuits or any future actions, claims or investigations relating to the same or any other subject matter, we may incur substantial defense costs and these actions may cause a diversion of management’s time and attention. Also, we may be required to alter our business practices or pay substantial damages or settlement costs as a result of these proceedings, which could adversely affect our business, results of operations and financial condition. Finally, certain of the outcomes of such litigation may directly affect our business model, and thus our profitability.

Our technology and services may infringe upon the intellectual property rights of others. Intellectual property infringement claims would be time-consuming and expensive to defend and may result in limitations on our ability to use the intellectual property subject to these claims.

Third parties have asserted in the past and may assert claims against us in the future alleging that we are violating or infringing upon their intellectual property rights. Any claims and any resulting litigation could subject us to significant liability for damages. An adverse determination in any litigation of this type could require us to design around a third party’s patent, license alternative technology from another party or reduce or modify our product and service offerings. In addition, litigation is time-consuming and expensive to defend and could result in the diversion of our time and resources. Any claims from third parties may also result in limitations on our ability to use the intellectual property subject to these claims.

We are subject to extensive regulation, which could limit or restrict our activities and impose financial requirements or limitations on the conduct of our business.

The United States Congress, the Federal Communications Commission (“FCC”) and the states and foreign jurisdictions where we provide services have promulgated and enacted rules and laws that govern personal privacy, the provision of telecommunication services, telephone solicitations, the collection of consumer debt, the provision of emergency communication services and data privacy. As a result, we may be subject to proceedings alleging violation of these rules and laws in the future. Additional rules and laws may regulate the pricing for our offerings or require us to modify our operations or service offerings in order to meet our clients’ service requirements effectively, and these regulations may limit our activities or significantly increase the cost of regulatory compliance.

There are numerous state statutes and regulations governing telemarketing activities that do or may apply to us. For example, some states place restrictions on the methods and timing of telemarketing calls and require that certain mandatory disclosures be made during the course of a telemarketing call. Some states also require that telemarketers register in the state before conducting telemarketing business in the state. Such registration can be time consuming and costly. Compliance with all federal and state telemarketing regulations is costly and time consuming. In addition, notwithstanding our compliance efforts, any failure on our part to comply with the registration and other legal requirements applicable to companies engaged in telemarketing activities could have an adverse impact on our business. We could become subject to litigation by private parties and governmental bodies alleging a violation of applicable laws or regulations, which could result in damages, regulatory fines, penalties and possible other relief under such laws and regulations and the accompanying costs and uncertainties of such litigation and enforcement actions.

In addition, the FCC recently adopted rules revising the manner in which regulated service providers compensate each other for the termination of interstate, intrastate, and local traffic, as well as intercarrier compensation between wireline carriers and wireless providers. The rules adopted by the FCC provide for a multi-year transition to a national uniform terminating charge of zero, which is known as “bill-and-keep.” Carriers were required to cap all current rate elements as of December 29, 2011 and to begin reducing their termination and transport rates in annual steps, culminating with a bill-and-keep system by July 2018. In a Further Notice, the FCC

is considering changes to rates charged for origination of toll-free traffic, which is a major type of traffic carried by West’s subsidiary, HyperCube. These rules are currently being challenged by several states, industry groups and telecommunications carriers, and there are other initiatives by state regulators to address intrastate access rates. We are unable to predict the outcome of these rulemaking efforts, and any resulting regulations could limit our ability to determine how we charge for our services and have an adverse effect on our profitability.

We may not be able to adequately protect our proprietary information or technology.

Our success depends in part upon our proprietary information and technology. We rely on a combination of copyright, patent, trademark and trade secret laws, as well as on confidentiality procedures and non-compete agreements, to establish and protect our proprietary rights in each of our businesses. Third parties may infringe or misappropriate our patents, trademarks, trade names, trade secrets or other intellectual property rights, which could adversely affect our business, results of operations and financial condition, and litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. The steps we have taken to deter misappropriation of our proprietary information and technology or client data may be insufficient to protect us, and we may be unable to prevent infringement of our intellectual property rights or misappropriation of our proprietary information. Any infringement or misappropriation could harm any competitive advantage we currently derive or may derive from our proprietary rights. In addition, because we operate in many foreign jurisdictions, we may not be able to protect our intellectual property in the foreign jurisdictions in which we operate.

Our data and operation centers are exposed to service interruption, which could adversely affect our business, results of operations and financial condition.

Our outsourcing operations depend on our ability to protect our data and operation centers against damage that may be caused by fire, natural disasters, pandemics, power failure, telecommunications failures, computer viruses, Trojan horses, other malware, failures of our software, acts of sabotage or terrorism, riots and other emergencies. In addition, for some of our services, we are dependent on outside vendors and suppliers who may be similarly affected. In the past, natural disasters such as hurricanes have caused significant employee dislocation and turnover in the areas impacted. If we experience temporary or permanent employee dislocation or interruption at one or more of our data or operation centers through casualty, operating malfunction, data loss, system failure or other events, we may be unable to provide the services we are contractually obligated to deliver. As a result, we may experience a reduction in revenue or be required to pay contractual damages to some clients or allow some clients to terminate or renegotiate their contracts. Failure of our infrastructure due to the occurrence of a single event may have a disproportionately large impact on our business results. Any interruptions of this type could result in a prolonged interruption in our ability to provide our services to our clients, and our business interruption and property insurance may not adequately compensate us for any losses we may incur. These interruptions could adversely affect our business, results of operations and financial condition.

While we maintain insurance coverage that may, subject to policy terms and conditions including significant self-insured deductibles, cover certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses.

Our future success depends on our ability to retain key personnel. Our inability to continue to attract and retain a sufficient number of qualified employees could adversely affect our business, results of operations and financial condition.

Our future success depends on the experience and continuing efforts and abilities of our management team and on the management teams of our operating subsidiaries. The loss of the services of one or more of these key employees could adversely affect our business, results of operations and financial condition. A large portion of our operations also require specially trained employees. From time to time, we must recruit and train qualified personnel at an accelerated rate in order to keep pace with our clients’ demands and our resulting need for specially trained employees. If we are unable to continue to hire, train and retain a sufficient labor force of qualified employees, our business, results of operations and financial condition could be adversely affected.

Increases in labor costs as a result of state and federal laws and regulations, market conditions or turnover rates could adversely affect our business, results of operations and financial condition.

Portions of our Communication Services segment’s agent-based services are very labor intensive and experience high personnel turnover. Significant increases in the employee turnover rate could increase recruiting and training costs and decrease operating effectiveness and productivity. In addition, increases in our labor costs, costs of employee benefits or employment taxes could adversely affect our business, results of operations and financial condition. In particular, the implementation of the Patient Protection and Affordable Care Act and the amendments thereto contain provisions relating to mandatory minimum health insurance coverage for employees which could materially impact our future healthcare costs for our predominantly United States-based workforce. While the legislation’s ultimate impact is not yet known, it is possible that these changes could significantly increase our compensation costs. In addition, many of our employees are hired on a part-time basis, and a significant portion of our costs consists of wages to hourly workers. From time to time, federal and state governments consider legislation to increase the minimum wage rate in their respective jurisdictions. Increases in the minimum wage or labor regulation could increase our labor costs.

Because we have operations in countries outside of the United States, we may be subject to political, economic and other conditions affecting these countries that could result in increased operating expenses and regulation.

We operate or rely upon businesses in numerous countries outside the United States. We may expand further into additional countries and regions. There are risks inherent in conducting business internationally, including the following:

•

difficulties in staffing and managing international operations;

•

accounting (including managing internal control over financial reporting in our non-U.S. subsidiaries), tax and legal complexities arising from international operations;

•

burdensome regulatory requirements and unexpected changes in these requirements, including data protection requirements;

•

data privacy laws that may apply to the transmission of our clients’ and employees’ data to the United States;

•

localization of our services, including translation into foreign languages and associated expenses;

•

longer accounts receivable payment cycles and collection difficulties;

•

political and economic instability;

•

fluctuations in currency exchange rates;

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potential difficulties in transferring funds generated overseas to the United States in a tax efficient manner;

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seasonal reductions in business activity during the summer months in Europe and other parts of the world;

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differences between the rules and procedures associated with handling emergency communications in the United States and those related to IP emergency communications originated outside of the United States; and

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potentially adverse tax consequences.

If we cannot manage our international operations successfully, our business, results of operations and financial condition could be adversely affected.

Changes in foreign exchange rates may adversely affect our revenue and net income attributed to foreign subsidiaries.

We conduct business in countries outside of the United States. Revenue and expense from our foreign operations are typically denominated in local currencies, thereby creating exposure to changes in exchange rates. Revenue and profit generated by our international operations will increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. Adverse changes to foreign exchange rates could decrease the value of revenue we receive from our international operations and have a material adverse impact on our business. Generally, we do not attempt to hedge our foreign currency transactions.

Our failure to repatriate cash from our foreign subsidiaries, or the costs incurred to do so, could harm our liquidity.

As of March 31, 2013, the amount of cash and cash equivalents held by our foreign subsidiaries was $88.6 million. From time to time we may seek to repatriate funds held by these subsidiaries, and our ability to withdraw cash from foreign subsidiaries will depend upon the results of operations of these subsidiaries and may be subject to legal, contractual or other restrictions and other business considerations. Our foreign subsidiaries may enter into financing arrangements that limit their ability to make loans or other payments to fund payments of our debt. In addition, dividend and interest payments to us from our foreign subsidiaries may be subject to foreign withholding taxes, which could reduce the amount of funds we receive from our foreign subsidiaries. Dividends and other distributions from our foreign subsidiaries may also be subject to fluctuations in currency exchange rates and legal and other restrictions on repatriation, which could further reduce the amount of funds we receive from our foreign subsidiaries.

In general, when an entity in a foreign jurisdiction repatriates cash to the United States, the amount of such cash is treated as a dividend taxable at current U.S. tax rates. Accordingly, upon the distribution of cash to us from our foreign subsidiaries, we will be subject to U.S. income taxes. Although foreign tax credits may be available to reduce the amount of the additional tax liability, these credits may be limited based on our tax attributes. Therefore, to the extent that we use cash generated in foreign jurisdictions, there may be a cost associated with repatriating cash to the United States or other limitations that could adversely affect our liquidity.

If we are unable to complete future acquisitions or if we incur unanticipated acquisition liabilities, our business strategy and earnings may be negatively affected.

Our ability to identify and take advantage of attractive acquisitions or other business development opportunities is an important component in implementing our overall business strategy. We may be unable to identify, finance or complete acquisitions or to do so at attractive valuations. In addition, we incur significant transaction costs associated with our acquisitions, including substantial fees for attorneys, accountants and other advisors. Any acquisition could result in our assumption of unknown and/or unexpected, and perhaps material, liabilities. Additionally, in any acquisition agreement, the negotiated representations, warranties and agreements of the selling parties may not entirely protect us, and liabilities resulting from any breaches could exceed negotiated indemnity limitations. These factors could impair our growth and ability to compete; divert resources from other potentially more profitable areas; or otherwise cause a material adverse effect on our business, financial position and results of operations.

If we are unable to integrate or achieve the objectives of our recent and future acquisitions, our overall business may suffer.

Our business strategy depends on successfully integrating the assets, operations and corporate functions of businesses we have acquired and any additional businesses we may acquire in the future. The acquisition of additional businesses involves integration risks, including:

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the diversion of management’s time and attention away from operating our business to acquisition and integration challenges;

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the unanticipated loss of key employees of the acquired businesses;

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the potential need to implement or remediate controls, procedures and policies appropriate for a larger company at businesses that prior to the acquisition lacked these controls, procedures and policies;

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the need to integrate accounting, information management, human resources, contract and intellectual property management and other administrative systems at each business to permit effective management; and

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our entry into markets or geographic areas where we may have limited or no experience.

We may be unable to effectively or efficiently integrate businesses we have acquired or may acquire in the future without encountering the difficulties described above. Failure to integrate these businesses effectively could adversely affect our business, results of operations and financial condition. In addition to this integration risk, our business, results of operations and financial condition could be adversely affected if we are unable to achieve the planned objectives of an acquisition including cost savings and synergies. The inability to achieve our planned objectives could result from:

•

the financial underperformance of these acquisitions;

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the loss of key clients of the acquired business, which may drive financial underperformance;

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the loss of key personnel at the acquired company; and

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the occurrence of unanticipated liabilities or contingencies for which we are unable to receive indemnification from the prior owner of the business.

Potential future impairments of our substantial goodwill, intangible assets, or other long-lived assets could adversely affect our business, results of operations and financial condition.

As of March 31, 2013, we had goodwill of approximately $1.8 billion and intangible assets, net of accumulated amortization, of $270.7 million, respectively. Management is required to exercise significant judgment in identifying and assessing whether impairment indicators exist, or if events or changes in circumstances have occurred, including market conditions, operating results, competition and general economic conditions. Any changes in key assumptions about the business units and their prospects or changes in market conditions or other externalities could result in an impairment charge, and such a charge could have an adverse effect on our business, results of operations and financial condition.

Our ability to recover consumer receivables on behalf of our clients may be limited under federal and state laws, which could limit our ability to recover on consumer receivables regardless of any act or omission on our part.

Federal and state consumer protection, privacy and related laws and regulations extensively regulate the relationship between debt collectors and debtors. Federal and state laws may limit our ability to recover on our clients’ consumer receivables regardless of any act or omission on our part. In addition, in March 2011, we entered into a Stipulated Order as part of a settlement agreement with the Federal Trade Commission (“FTC”) that imposes duties upon us beyond those of current federal and state laws. For example, for a period of five years from the date of entry of the Order, we must include a special disclosure on all written communications sent to consumers in connection with the collection of debts. The disclosure advises the consumer of certain rights they have under the Federal Fair Debt Collection Practices Act (“FDCPA”), provides a phone number and address at West to which the consumer can direct a complaint, and also provides contact information for the FTC if the consumer wishes to file a complaint with the Commission. In addition, for a period of five years, we must provide a special notice to all employees that advises them of certain requirements under the FDCPA including notice that individual collectors can be liable for violations of the FDCPA. Each employee must sign an acknowledgement that he or she has received and read the notice and we must maintain copies of the acknowledgements to verify our compliance. Additional consumer protection and privacy protection laws may be enacted that would impose additional or more stringent requirements on the enforcement of and collection on consumer receivables. In addition, federal and state governments are considering, and may consider in the future, other legislative proposals that would further regulate the collection of consumer receivables. The recently created Consumer Financial Protection Bureau (“CFPB”) has broad regulatory authority over consumer protection issues pertaining to financial products and services in the United States. The primary focus of the CFPB is on banks, but it also has authority over non-bank servicing agencies such as debt collection companies. The CFPB has the authority to conduct compliance examinations of any company within its jurisdiction and may bring enforcement actions when necessary to enforce consumer protection statutes. The CFPB is also authorized to promulgate regulations under consumer protection statutes that may impact the Company. Any failure to comply with any current or future laws applicable to us could limit our ability to collect on our clients’ charged-off consumer receivable portfolios, which could adversely affect our business, results of operations and financial condition.

We may not be able to generate sufficient cash to service all of our indebtedness and fund our other liquidity needs, and we may be forced to take other actions, which may not be successful, to satisfy our obligations under our indebtedness.

At March 31, 2013, our aggregate long-term indebtedness, including the current portion, was $4,057.6 million. During the three months ended March 31, 2013 our consolidated interest expense was approximately $72.9 million. Our ability to make scheduled payments or to refinance our debt obligations and to fund our other liquidity needs depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot make assurances that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness and to fund our other liquidity needs. If our cash flows and capital resources are insufficient to fund our debt service obligations and to fund our other liquidity needs, we may be forced to reduce or delay capital expenditures or declared dividends, sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We cannot make assurances that we would be able to take any of these actions, that these actions would be successful and 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 or the indentures that govern our outstanding 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 of such debt and, as a result:

•

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

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our debt holders under other debt subject to cross default provisions could declare all outstanding principal and interest on such other debt to be due and payable;

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

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we could be forced into bankruptcy or liquidation.

Our current or future indebtedness could impair our financial condition and reduce the funds available to us for other purposes, including dividend payments, and our failure to comply with the covenants contained in our senior secured credit facilities documentation or the indentures that govern our outstanding notes could result in an event of default that could adversely affect our results of operations.

Our current or future indebtedness could adversely affect our business, results of operations or financial condition, including the following:

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our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, product development, general corporate purposes, refinancing of our existing obligations or other purposes may be impaired;

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a significant portion of our cash flow from operations may be dedicated to the payment of interest and principal on our indebtedness, which will reduce the funds available to us for our operations, capital expenditures, future business opportunities or other purposes;

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the debt service requirements of our other indebtedness could make it more difficult for us to satisfy our financial obligations;

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because we may be more leveraged than some of our competitors, our debt may place us at a competitive disadvantage;

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our leverage will increase our vulnerability to economic downturns and limit our ability to withstand adverse events in our business by limiting our financial alternatives;

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our ability to capitalize on significant business opportunities and to plan for, or respond to, competition and changes in our business may be limited; and

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limit our ability to declare or pay dividends.

Our debt agreements contain, and any agreements to refinance our debt likely will contain, financial and restrictive covenants that limit our ability to incur additional debt, including to finance future operations or other capital needs, and to engage in other activities that we may believe are in our long-term best interests, including to

dispose of or acquire assets. Our failure to comply with these covenants may result in an event of default, which, if not cured or waived, could accelerate the maturity of our indebtedness or result in modifications to our credit terms. 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.

We had a negative net worth as of March 31, 2013, which may make it more difficult and costly for us to obtain financing in the future and may otherwise negatively impact our business.

As of March 31, 2013, we had a negative net worth of $850.2 million. Our negative net worth primarily resulted from the incurrence of indebtedness to finance our Recapitalization in 2006. As a result of our negative net worth, we may face greater difficulty and expense in obtaining future financing than we would face if we had a greater net worth, which may limit our ability to meet our needs for liquidity or otherwise compete effectively in the marketplace.

Despite our current indebtedness levels and the restrictive covenants set forth in agreements governing our indebtedness, we and our subsidiaries may still incur significant additional indebtedness, including secured indebtedness. Incurring additional indebtedness could increase the risks associated with our substantial indebtedness.

Subject to the restrictions in our debt agreements, we and certain of our subsidiaries may incur significant additional indebtedness, including additional secured indebtedness. Although the terms of our debt agreements contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could be significant. At March 31, 2013, under the terms of our debt agreements, we would be permitted to incur up to approximately $357.4 million of additional tranches of term loans or increases to the revolving credit facility.

Item 2.

Sale of Unregistered Securities

(a) Sales of Unregistered Securities

During the three months ended March 31, 2013, 58,679 shares of our common stock were distributed from the West Corporation Deferred Compensation Plan and 17,338 shares of our common stock were issued as a result of stock option exercises for an aggregate consideration of $41,000. The shares of common stock issued upon exercise of options or from the West Corporation Deferred Compensation Plan referenced in the foregoing were issued pursuant to written compensatory plans or arrangements in reliance on the exemptions provided by either Section 4(2) of the Securities Act or Rule 701 promulgated under Section 3(b) of the Securities Act.

(b) Use of Proceeds

On March 27, 2013, our Registration Statement on Form S-1 (File No. 333-162292) was declared effective by the Securities and Exchange Commission for its initial public offering pursuant to which we registered 24,466,250 shares of our common stock, par value $0.001 per share, with the proposed maximum offering price of $ 611,656,250. Pursuant to the Registration Statement, we sold an aggregate of 21,275,000 shares of our common stock at a price to the public of $20.00 per share. Goldman, Sachs & Co., Morgan Stanley & Co., LLC, Merrill Lynch Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC acted as book runners. The offering commenced as of March 21, 2013 and closed on March 27, 2013. The initial public offering resulted in net proceeds to us of $398.1 million after deducting underwriting discounts and commissions of approximately $24.5 million and other estimated offering expenses of approximately $2.9 million.

In connection with the offering, our board of directors had approved transaction-based IPO bonuses of $2.9 million under our Executive Incentive Compensation Plan, of which $750,000 was granted to Mr. Thomas B. Barker and $250,000 was granted to each of Ms. Berger and Messrs. Mendlik, Stangl and Strubbe on March 21, 2013. Also in connection with the offering, our compensation committee accelerated vesting of all remaining unvested shares subject to the Restricted Stock Award and Special Bonus Agreements and Restricted Stock Award Agreements entered into pursuant to the 2006 Executive Incentive Plan. The acceleration resulted in the vesting of an aggregate of 42,562 shares of common stock, including the acceleration of 40,001 shares of common stock previously granted to Todd B. Strubbe.

On March 27, 2013, we delivered a notice of redemption to The Bank of New York Mellon Trust Company, N.A., as trustee of our intention to redeem all of the outstanding $450.0 million principal amount of the 11% Senior Subordinated Notes due 2016. The redemption price is 103.667% of the principal amount of the senior subordinated notes. We intend to use net proceeds from the offering as well as cash on hand to fund the redemption of the senior subordinated notes. There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the Securities and Exchange Commission on March 22, 2013 pursuant to Rule 424(b).

Also in connection with the offering, pursuant to the terms of that certain management agreement we entered into with affiliates of the investor group led by Thomas H. Lee Partners, L.P. and Quadrangle Group LLC (the “Sponsors”), dated October 24, 2006 and that certain management letter agreement we entered into with affiliates of the Sponsors, dated March 8, 2013, we expect to pay the Sponsors $24.0 million with any remaining net proceeds from the offering and cash on hand.

(c) Issuer Purchases of Equity Securities

None.

Item 5.

Other Information

Change in Control Severance Agreements

On April 29, 2013, as previously approved by the Board of Directors, the Company entered into Change in Control Severance Agreements with certain executive officers and other key employees of the Company (the “Change in Control Agreements”). The following summary is qualified in its entirety by reference to the form of the Change in Control Agreement, a copy of which is filed as Exhibit 10.02 hereto.

An employee who enters into a Change in Control Agreement is entitled to the following severance benefits if the employee’s employment with the Company terminates during the two-year period following the consummation of a Change in Control (as defined in the Change in Control Agreement) for any reason other than cause, resignation without good reason, death or disability, as described in the Change in Control Agreement, or if the employee’s employment is terminated by the Company without cause prior to the consummation of a Change in Control at the direction or request of the person or group contemplating the Change in Control:

•

any unpaid base salary and bonus;

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a prorated bonus for the year in which the termination occurs, based on the higher of the target bonus for the year of termination or the target bonus in effect immediately prior to the consummation of the Change in Control;

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a lump sum payment equal to (i) the sum of the employee’s highest annual base salary in effect during the 12 months prior to the termination date plus the employee’s target annual bonus in effect immediately prior to the termination date (or, if higher, the average of the employee’s bonuses during the three years prior to the date of the Change in Control) if the employee is a Tier 3 employee, (ii) a lump sum payment equal to two times such sum if the employee is a Tier 2 employee or (iii) a lump sum payment equal to three times such sum if the employee is a Tier 1 employee;

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continued benefit coverage for the employee and his or her dependents for a period of (i) one year after the date of termination if the employee is a Tier 3 employee, (ii) two years after the date of termination if the employee is a Tier 2 employee or (iii) three years after the date of termination if the employee is a Tier 1 employee;

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accelerated vesting of any long-term incentive award (including, without limitation, any option, restricted stock, restricted stock unit, and other equity-based award) held by the employee, with any applicable performance goals deemed satisfied at the target level; and

•

outplacement assistance for a period of (i) six months if the employee is a Tier 3 employee or (ii) 12 months if the employee is a Tier 1 or 2 employee, but having a cost not in excess of $15,000 per employee.

Mr. Barker is a Tier 1 employee and Ms. Berger, Messrs. Mendlik, Stangl and Strubbe are Tier 2 employees.

The severance benefits under the Change in Control Agreement are in lieu of any severance and consulting compensation paid under the employee’s existing employment agreement; except that, if the cash severance and consulting compensation payable under the employee’s existing employment agreement exceeds the cash severance under the Change in Control Agreement, then the employee will receive the cash severance and consulting compensation payable under such employment agreement rather than the cash severance payable under the Change in Control Agreement. If the payments to the employee would cause the employee to be subject to an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the employee may elect to reduce the payments to the largest amount that could be payable without causing any payment to be (i) subject to the excise tax or (ii) nondeductible by the Company by reason of Section 280G of the Code.

Item 6.

Exhibits



10.01		Waiver Letters, effective as of March 21, 2013, by and among West Corporation, Thomas H. Lee Equity Fund VI, L.P. and certain of its affiliates, Putnam Investments Holdings, LLC, Quadrangle Capital Partners II and certain of its affiliates, and SONJ Private Opportunties Fund, L.P.

10.02		Form of Change in Control Severance Agreement (1)

10.03		Amendment Number One to the West Corporation Nonqualified Deferred Compensation Plan (1)

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 March 31, 2013, filed on April 29, 2013, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; (v) the Condensed Consolidated Statements of Stockholders’ Deficit and (vi) the Notes to Condensed Consolidated Financial Statements furnished herewith.

(1)	Indicates management contract or compensation plan or arrangement.

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: April 29, 2013

Exhibit Index


Exhibit Number

10.01		Waiver Letters, effective as of March 21, 2013, by and among West Corporation, Thomas H. Lee Equity Fund VI, L.P. and certain of its affiliates, Putnam Investments Holdings, LLC, Quadrangle Capital Partners II and certain of its affiliates, and SONJ Private Opportunties Fund, L.P.

10.02		Form of Change in Control Severance Agreement (1)

10.03		Amendment Number One to the West Corporation Nonqualified Deferred Compensation Plan (1)

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 March 31, 2013, filed on April 29, 2013, formatted in XBRL: (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss); (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; (v) the Condensed Consolidated Statements of Stockholders’ Deficit and (vi) the Notes to Condensed Consolidated Financial Statements furnished herewith.

(1)	Indicates management contract or compensation plan or arrangement.