West (WSTC) 10-Q 2008 Q2 Quarterly report

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 June 30, 2008

OR

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

For the transition period from                    to                    

Commission File Number 000-21771

West Corporation

(Exact name of registrant as specified in its charter)

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ¨    No  þ

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

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

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

At July 25, 2008, 87,354,896.7 shares of the registrant’s Class A common stock and 9,898,445.5875 shares of the registrant’s Class L common stock were outstanding.

INDEX

			Page No.
PART I. FINANCIAL INFORMATION			3
	Item 1.	Financial Statements
		Report of Independent Registered Public Accounting Firm	3
		Condensed Consolidated Statements of Operations - Three and Six Months Ended June 30, 2008 and 2007 (unaudited)	4
		Condensed Consolidated Balance Sheets - June 30, 2008 (unaudited) and December 31, 2007	5
		Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2008 and 2007 (unaudited)	6
		Notes to Condensed Consolidated Financial Statements (unaudited)	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
	Item 3.	Quantitative and Qualitative Disclosure About Market Risk	51
	Item 4.	Controls and Procedures	52
PART II. OTHER INFORMATION			53
	Item 1.	Legal Proceedings	53
	Item 1A.	Risk Factors	55
	Item 6.	Exhibits	57
		SIGNATURES	58

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

West Corporation and subsidiaries

Omaha, Nebraska

We have reviewed the accompanying condensed consolidated balance sheet of West Corporation and subsidiaries (the “Company”) as of June 30, 2008, and the related condensed consolidated statements of operations for the three-month and six-month periods ended June 30, 2008 and 2007, and of cash flows for the six-month periods ended June 30, 2008 and 2007. 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, 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 17, 2008, 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, 2007, 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

August 12, 2008

3

WEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
REVENUE	$	551,433		$	520,186		$	1,077,188		$	1,028,819
COST OF SERVICES		251,143			224,306			501,703			443,291
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		219,090			206,305			425,218			399,368
OPERATING INCOME		81,200			89,575			150,267			186,160
OTHER INCOME (EXPENSE):
Interest income		551			3,570			1,791			6,832
Interest expense		(70,204	)		(83,465	)		(144,363	)		(163,655	)
Other		(68	)		608			(874	)		1,276
Other expense		(69,721	)		(79,287	)		(143,446	)		(155,547	)
INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST		11,479			10,288			6,821			30,613
INCOME TAX EXPENSE		4,737			3,519			3,998			10,927
INCOME BEFORE MINORITY INTEREST		6,742			6,769			2,823			19,686
MINORITY INTEREST IN NET INCOME (LOSS)		(987	)		4,257			(3,702	)		8,155
NET INCOME	$	7,729		$	2,512		$	6,525		$	11,531

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

4

WEST CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS)

(UNAUDITED)

	June 30, 2008			December 31, 2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	54,942		$	141,947
Trust cash		12,058			10,358
Accounts receivable, net of allowance of $8,306 and $6,471		350,774			289,480
Portfolio receivables, current portion		51,620			77,909
Deferred income taxes receivable		20,548			33,718
Other current assets		69,219			44,463
Total current assets		559,161			597,875
PROPERTY AND EQUIPMENT:
Property and equipment		901,601			827,458
Accumulated depreciation and amortization		(576,670	)		(528,813	)
Total property and equipment, net		324,931			298,645
PORTFOLIO RECEIVABLES, NET OF CURRENT PORTION		119,391			132,233
GOODWILL		1,563,811			1,329,978
INTANGIBLE ASSETS, net of accumulated amortization of $189,420 and $156,553		438,747			336,407
OTHER ASSETS		162,069			151,352
TOTAL ASSETS	$	3,168,110		$	2, 846,490
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	56,869		$	60,979
Accrued expenses		339,676			245,044
Current maturities of long-term debt		25,283			23,943
Current maturities of portfolio notes payable		84,920			77,219
Income tax payable		6,289			2,895
Total current liabilities		513,037			410,080
PORTFOLIO NOTES PAYABLE, less current maturities		25,264			43,092
LONG-TERM OBLIGATIONS, less current maturities		3,674,317			3,452,437
DEFERRED INCOME TAXES		102,292			90,774
OTHER LONG-TERM LIABILITIES		43,695			47,523
Total liabilities		4,358,605			4,043,906
COMMITMENTS AND CONTINGENCIES (Note 11)
MINORITY INTEREST		6,694			12,937
CLASS L COMMON STOCK $0.001 PAR VALUE, 100,000 SHARES AUTHORIZED,
9,898 SHARES ISSUED AND OUTSTANDING		1,093,500			1,029,782
STOCKHOLDERS’ DEFICIT
Class A common stock $0.001 par value, 400,000 shares authorized, 87,355 and 87,223 shares issued and outstanding		87			87
Additional paid-in capital		—			—
Retained deficit		(2,286,038	)		(2,231,302	)
Accumulated other comprehensive loss		(4,685	)		(8,920	)
Treasury stock at cost (8 and 0 shares)		(53	)		—
Total stockholders’ deficit		(2,290,689	)		(2,240,135	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,168,110		$	2,846,490

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

5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

(UNAUDITED)

	Six Months Ended June 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,525		$	11,531
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation		50,116			50,856
Amortization		34,672			31,738
Allowance for impairment of purchased accounts receivable		44,076			—
Deferred income tax expense (benefit)		(3,696	)		2,682
Minority interest in earnings, net of distributions of $3,943 and $7,870		(7,645	)		285
Provision for share based compensation		669			629
Debt issuance cost amortization		7,561			7,408
Other		(29	)		(431	)
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable		(18,760	)		(4,646	)
Other assets		(3,580	)		(13,537	)
Accounts payable		(14,269	)		6,217
Accrued expenses, other liabilities and income tax payable		(24,985	)		34,451
Net cash flows from operating activities		70,655			127,183
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash received of $7,647 and $21,410		(298,840	)		(285,813	)
Purchases of property and equipment		(56,448	)		(46,981	)
Purchases of portfolio receivables, net of collections applied of $30,109 and $38,817		(4,945	)		(27,328	)
Other		382			879
Net cash flows from investing activities		(359,851	)		(359,243	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt		209,000			300,000
Net change in revolving bank credit facility		25,000			—
Repayments of portfolio notes payable, net of proceed from issuance of notes payable of $28,971 and $56,791		(10,127	)		17,811
Principal repayments on the senior secured term loan facility		(12,307	)		(11,649	)
Payments of capital lease obligations		(553	)		(466	)
Debt issuance costs		(9,817	)		(2,279	)
Other		(34	)		(4,772	)
Net cash flows from financing activities		201,162			298,645
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		1,029			(231	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(87,005	)		66,354
CASH AND CASH EQUIVALENTS, Beginning of period		141,947			214,932
CASH AND CASH EQUIVALENTS, End of period	$	54,942		$	281,286
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	133,688		$	122,965
Cash paid (received) during the period for income taxes, net of cash refunds received of $1,369 and $5,966	$	7,256		$	(4,413	)
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Issuance of common stock in a business acquisition	$	—		$	11,616

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

6

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF CONSOLIDATION AND PRESENTATION

Business Description -West Corporation (the “Company” or “West”) provides business process outsourcing services focused on helping our clients communicate more effectively with their customers. We help our clients maximize the value of their customer relationships and derive greater value from each transaction that we process. We deliver our services through three segments:

• Communication Services, including dedicated agent, shared agent, automated and business-to-business services, emergency communication infrastructure systems and services and notification services;

• Conferencing Services, including reservationless, operator-assisted, web and video conferencing services; and

• Receivables Management, including debt purchasing and collections, contingent/third-party collections, government collections, first-party collections, commercial collections, revenue cycle management, solutions to the insurance, financial services, communications and healthcare industries and overpayment identification and claims subrogation to the insurance industry.

Each of these services builds upon our core competencies of managing technology, telephony and human capital. Many of the nation’s leading enterprises trust us to manage their customer contacts and communications. These enterprises choose us based on our service quality and our ability to efficiently and cost-effectively process high volume, complex voice-related transactions.

Our Communication Services segment provides our clients with a broad portfolio of voice-related services through the following offerings: dedicated agent, shared agent, business services, automated services, emergency communications infrastructure systems and services and notification services. These services provide clients with a comprehensive portfolio of services largely driven by customer initiated (inbound) transactions. These transactions are primarily consumer applications. We also support business-to-business (“B-to-B”) applications. Our B-to-B services include sales, lead generation, full account management and other services. Our Communication Services segment operates a network of customer contact centers and automated voice and data processing centers in the United States, Canada, Jamaica and the Philippines. We also support the United States 9- 1-1 network and deliver solutions to communications service providers and public safety organizations, including data management, network transactions, wireless data services and notification services.

Our Conferencing Services segment provides our clients with an integrated global suite of audio, web and video conferencing options. This segment offers four primary services: reservationless, operator-assisted, web and video conferencing. Our Conferencing Services segment operates out of facilities in the United States plus approximately 22 foreign jurisdictions in North America, Europe and Asia.

Our Receivables Management segment assists our clients in collecting and managing their receivables. This segment offers debt purchasing and collections, contingent/third-party collections, government collections, first-party collections, commercial collections, revenue cycle management solutions to the insurance, financial services, communications and healthcare industries and overpayment identification and claims subrogation to the insurance industry. Our Receivables Management segment operates out of facilities in the United States.

7

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Basis of Consolidation – The unaudited condensed consolidated financial statements include the accounts of West and our wholly-owned and majority-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, 2007. All intercompany balances and transactions have been eliminated. Our results for the three and six months ended June 30, 2008 are not necessarily indicative of what our results will be for other interim periods or for the full fiscal year.

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

Revenue recognition – The Communication Services segment recognizes revenue for agent-based services including order processing, customer acquisition, customer retention and customer care in the month that calls are processed by an agent, based on the number of calls and/or time processed on behalf of clients or on a success rate or commission basis. Automated services revenue is recognized in the month that calls are received or sent by automated voice response units and is billed based on call duration or per call. Our emergency communications services revenue is generated primarily from monthly fees which are recognized in the months services are performed. Notification services revenue is recognized in the month services are performed. Nonrefundable up front fees and related costs are recognized ratably over the term of the contract or the expected life of the customer relationship, whichever is longer.

The Conferencing Services segment revenue is recognized when services are provided and generally consists of per-minute charges. Revenues are reported net of any volume or special discounts.

The Receivables Management segment recognizes revenue for contingent/third-party collection services, government collection services and claims subrogation services in the month collection payments are received based upon a percentage of cash collected or other agreed upon contractual parameters. First-party collection services on pre-charged off receivables are recognized on an hourly rate basis.

In compliance with the American Institute of Certified Public Accountants Statement of Position 03-3, “Accounting for Loans or Certain Securities Acquired in a Transfer” (“SOP 03-3”), we account for our investments in receivable portfolios using either the level-yield method or the cost recovery method. During 2008, we began using the cost recovery method for healthcare receivable portfolios. For all other receivable portfolios, we believe that the amounts and timing of cash collections for our purchased receivables can be reasonably estimated; therefore, we utilize the level-yield method of accounting for our purchased receivables. The level-yield method applies an effective interest rate or internal rate of return (“IRR”) to the cost basis of portfolio pools. SOP 03-3 requires that a valuation allowance be taken for decreases in expected cash flows or changes in the timing of cash flows which would otherwise require a reduction in the stated yield on a portfolio pool. The valuation allowance reduces the portfolio receivable and the corresponding reduction is to revenue in the consolidated statements of operations. If collection estimates are raised, increases are first used to recover any previously recorded allowances and the remainder is recognized prospectively through an increase in the IRR. This updated IRR must be used for subsequent impairment testing.

8

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Because any reductions in expectations are recognized as a reduction of revenue in the current period and any increases in expectations are recognized over the remaining life of the portfolio, SOP 03-3 increases the probability that we will incur impairment allowances in the future, and these allowances could be material. Periodically, the Receivables Management segment will sell all or a portion of a receivables pool to third parties. The gain or loss on these sales is recognized to the extent the proceeds exceed or, in the case of a loss, are less than the cost basis of the underlying receivables.

Common Stock –On October 24, 2006, we completed a recapitalization (the “recapitalization”) of the Company in a transaction sponsored by an investor group led by Thomas H. Lee Partners, L.P. and Quadrangle Group LLC (the “Sponsors”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 31, 2006, between West Corporation and Omaha Acquisition Corp., a Delaware corporation formed by the Sponsors for the purpose of recapitalizing West Corporation. Omaha Acquisition Corp. was merged with and into West Corporation, with West Corporation continuing as the surviving corporation. Pursuant to such recapitalization, our publicly traded securities were cancelled in exchange for cash. The recapitalization was accounted for as a leveraged recapitalization, whereby the historical bases of our assets and liabilities were maintained. The net recapitalization amount was first applied against additional paid-in capital in excess of par value until that was exhausted and the remainder was applied against the accumulated deficit.

Investors in the recapitalization (i.e., the Sponsors, the founders of the Company and certain members of management), acquired a combination of Class L and Class A shares (in strips of eight Class A shares and one Class L share) in exchange for cash or in respect of converted shares. Supplemental management incentive equity awards (restricted stock and option programs) have been implemented with Class A shares/options only. General terms of these securities are:

Class L shares: Each Class L share is entitled to a priority return preference equal to the sum of (x) $90 per share base amount plus (y) an amount sufficient to generate a 12% internal rate of return (“IRR”) on that base amount from the date of the recapitalization until the priority return preference is paid in full. At closing of the recapitalization, the Company issued 9.8 million Class L shares. Each Class L share also participates in any equity appreciation beyond the priority return on the same per share basis as the Class A shares.

Class A shares: Class A shares participate in the equity appreciation after the Class L priority return is satisfied. At closing of the recapitalization, the Company issued approximately 78.2 million Class A shares.

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

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

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

9

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As the Class L stockholders control a majority of the votes of the board of directors through direct representation on the board of directors and the conversion and redemption features are considered to be outside the control of the Company, all shares of Class L common stock have been presented outside of permanent equity in accordance with EITF Topic D-98,Classification and Measurement of Redeemable Securities.At June 30, 2008, the 12% priority return preference has been accreted and included in the Class L share balance.

In accordance with EITF Issue 98-5,Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the Company determined that the conversion feature in the Class L shares is in-the-money at the date of issuance and therefore represents a beneficial conversion feature. Under EITF 98-5, the intrinsic value of the beneficial conversion feature of the proceeds received from the issuance of the Class L shares was allocated to additional paid-in capital, consistent with the classification of the Class A shares, creating a discount on the Class L shares. Because the Class L shares have no stated redemption date and the beneficial conversion feature is not considered to be contingent under EITF 98-5, but can be realized immediately, the discount resulting from the allocation of value to the beneficial conversion feature is required to be recognized immediately as a return to the Class L stockholders analogous to a dividend. As no retained earnings are available to pay this dividend at the date of issuance, the dividend is charged against additional paid-in capital resulting in no net impact.

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

Trust Cash –Trust cash represents cash collected on behalf of our Receivables Management clients that has not yet been remitted to them. A related liability is recorded in accounts payable until settlement with the respective clients.

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 equity and comprehensive income. Foreign currency transaction gains or losses are recorded in the statement of operations.

Recent Accounting Pronouncements –In December 2007, the FASB issued Statement No. 141 (Revised 2007)Business Combinations (“SFAS 141R”). SFAS 141R will change the accounting for business combinations. Under SFAS 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS 141R will also change the accounting treatment and disclosure for certain specific items in a business combination. SFAS 141R applies to us prospectively for business combinations occurring on or after January 1, 2009. Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009. We expect SFAS 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. We are still assessing the impact of this pronouncement.

In December 2007, the FASB issued Statement No. 160Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51 (“SFAS 160”). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 applies to us beginning in 2009. We are still assessing the potential impact, if any, of the adoption of SFAS 160 on our consolidated financial position, results of operations and cash flows.

10

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In March 2008, the FASB issued SFAS 161,Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS 161 is an amendment of FASB Statement No. 133 (“SFAS 133”),Accounting for Derivative Instruments and Hedging Activities. To address concerns that the existing disclosure requirements of SFAS 133 do not provide adequate information, this Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This statement shall be effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We do not expect the adoption of SFAS 161 to have a material impact on our results of operations or financial position.

2. MERGERS AND ACQUISITIONS

Genesys

On May 22, 2008 we completed the acquisition of Genesys SA (“Genesys”), a global multimedia collaboration service provider, by West International Holdings Limited (“WIH”), the Company’s wholly-owned subsidiary. At June 30, 2008 WIH’s ownership in Genesys was approximately 96.6%. On July 1, 2008, the remaining minority issued and outstanding shares were acquired resulting in WIH owning 100% of the outstanding shares of Genesys. Total acquisition costs, including transaction expenses, are expected to be approximately $344.8 million. We funded the acquisition with proceeds from an incremental term loan under our existing credit facility for $134.0 million ($126.2 million, net of fees), a $75.0 million multicurrency revolving credit facility ($73.2 million, net of fees) entered into by InterCall Conferencing Services Limited, a foreign subsidiary of InterCall, a draw of $45.0 million under our existing revolving credit facility and cash on hand.

The results of Genesys’ operations have been included in our consolidated financial statements in the Conferencing Services segment since May 22, 2008.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at May 22, 2008. The finite lived intangible assets are comprised of trade names, customer relationships and technology. We are in the process of completing the valuation of certain intangible assets and purchase price allocation, therefore, the purchase price allocation is subject to refinement.

	(Amounts in thousands) May 22, 2008
Cash	$	7,451
Other current assets		52,605
Property and equipment		26,661
Other assets		1,890
Intangible assets		131,878
Goodwill		210,369
Total assets acquired		430,854
Current liabilities		55,678
Other liabilities		559
Non-current deferred taxes		27,612
Minority interest		2,213
Total liabilities assumed		86,062
Net assets acquired	$	344,792

11

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

HBF

On April 1, 2008 West Corporation completed the acquisition of all the outstanding shares of HBF Communications Inc. (“HBF”), an Austin, Texas based company that provides 9-1-1 network support and solutions to communications service providers and public safety organizations. The purchase price including transactions costs, net of cash received of $0.2 million, was approximately $19.0 million and was funded by cash on hand. We are in the process of completing the valuation of certain intangible assets and purchase price allocation, therefore, the purchase price allocation is subject to refinement. Finite lived intangible assets of customer relationships, technology and a non-competition agreement totaling $4.8 million have been assigned in the preliminary purchase price allocation as well as $17.9 million in related goodwill.

The results of HBFs’ operations have been included in our consolidated financial statements in the Communication Services segment since April 1, 2008.

Omnium

On May 4, 2007, we completed our previously announced acquisition of all of the outstanding shares of Omnium Worldwide, Inc. (“Omnium”) pursuant to the Agreement and Plan of Merger, dated as of April 18, 2007, by and among West Corporation, Platte Acquisition Corp., a wholly owned subsidiary of West Corporation, and Omnium. The purchase price including transaction costs and working capital adjustment, net of cash received of $15.2 million, was approximately $127.1 million in cash and $11.6 million in Company equity (116,160 Class L shares and 929,280 Class A shares). We funded the acquisition with proceeds from the amended senior secured term loan facility and cash on hand. The results of Omnium’s operations have been included in our consolidated financial statements in the Receivables Management segment since May 1, 2007.

	(Amounts in thousands) May 1, 2007
Cash	$	15,230
Other current assets		23,257
Property and equipment		10,262
Intangible assets		67,940
Goodwill		95,231
Total assets acquired		211,920
Current liabilities		31,855
Capital lease obligations		933
Non-current deferred taxes		25,847
Total liabilities assumed		58,635
Net assets acquired	$	153,285

Factors contributing to the recognition of goodwill

Factors that contributed to a purchase price resulting in goodwill, non-deductible for tax purposes, for the purchase of Genesys included its multimedia conferencing technologies, system synergies in the Conferencing Services segment, the expansion of our global presence and margin expansion opportunities due to additional scale and cost savings opportunities.

Factors that contributed to a purchase price resulting in goodwill, non-deductible for tax purposes, for the purchase of HBF included expansion of our public safety presence within the wireless and Voice over the Internet (VoIP) market and margin expansion opportunities due to additional scale and cost savings opportunities.

12

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Factors that contributed to a purchase price resulting in goodwill, non-deductible for tax purposes, for the purchase of Omnium included its position in a large and growing market and margin expansion opportunities due to additional scale.

Pro forma

Assuming our recent acquisitions occurred as of the beginning of the periods presented, our unaudited pro forma results of operations for the three and six months ended June 30, 2008 and 2007 would have been, in thousands, as follows:

	Three months ended					Six months ended
	June 30, 2008		June 30, 2007			June 30, 2008		June 30, 2007
Revenue	$	586,211	$	578,251		$	1,172,461	$	1,160,961
Net Income	$	8,171	$	(1,528	)	$	6,866	$	(329	)

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

3. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the activity in goodwill by reporting segment for the six months ended June 30, 2008, in thousands:

	Communication Services		Conferencing Services		Receivables Management		Consolidated
Balance at December 31, 2007	$	555,916	$	544,119	$	229,943	$	1,329,978
Acquisitions		17,870		210,369		—		228,239
Purchase accounting adjustments		945		—		1,159		2,104
Foreign currency translation adjustment		—		3,490		—		3,490
Balance at June 30, 2008	$	574,731	$	757,978	$	231,102	$	1,563,811

During the three months ended June 30, 2008 we completed the purchase price allocation for the Omnium acquisition. The results of the valuation of certain intangible assets required a reduction of $1.6 million to be allocated to finite lived intangible assets and a corresponding increase to goodwill and a decrease in deferred taxes from what was previously estimated. Also, as a result of completing the valuation, the estimated useful economic lives of the finite lived intangible assets were increased. The estimated increase (reduction) in amortization expense for the Omnium intangible assets in 2008 through 2012 is approximately ($5.7) million, ($8.5) million, ($2.2) million, $0.8 million and $1.4 million, respectively.

13

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 June 30, 2008							Weighted Average Amortization Period (Years)
Intangible assets	Acquired Cost		Accumulated Amortization			Net Intangible Assets
Customer lists	$	472,780	$	(154,779	)	$	318,001	8.3
Technology		53,698		(16,296	)		37,402	9.1
Trade names		54,285		—			54,285	Indefinite
Patents		15,108		(7,205	)		7,903	17.0
Trade names (finite lived)		22,150		(3,886	)		18,264	5.5
Other intangible assets		10,146		(7,254	)		2,892	5.7
Total	$	628,167	$	(189,420	)	$	438,747
	As of December 31, 2007							Weighted Average Amortization Period (Years)
Intangible assets	Acquired Cost		Accumulated Amortization			Net Intangible Assets
Customer lists	$	354,668	$	(127,622	)	$	227,046	9.0
Technology		49,869		(12,465	)		37,404	6.7
Trade names		54,285		—			54,285	Indefinite
Patents		14,963		(6,749	)		8,214	17.0
Trade names (finite lived)		9,310		(3,157	)		6,153	4.4
Other intangible assets		9,865		(6,560	)		3,305	5.8
Total	$	492,960	$	(156,553	)	$	336,407

Amortization expense for finite lived intangible assets was $16.3 million and $17.7 million for the three months ended June 30, 2008 and 2007, respectively, and $32.8 million and $29.3 million for the six months ended June 30, 2008 and 2007, respectively. Estimated amortization expense for the intangible assets inclusive of acquisitions for 2008 and the next five years is as follows:

2008	$	69.1 million
2009	$	68.7 million
2010	$	61.0 million
2011	$	52.8 million
2012	$	46.1 million
2013	$	29.8 million

14

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4. PORTFOLIO RECEIVABLES

Changes in purchased receivable portfolios for the six and twelve months ended June 30, 2008 and December 31, 2007, respectively, in thousands, were as follows:

	Six months ended June 30, 2008			Twelve months ended December 31, 2007
Beginning of period	$	210,142		$	149,657
Purchases, net of putbacks		35,054			127,412
Recoveries, including portfolio sales of $10,900 and $28,848		(97,761	)		(212,624	)
Revenue recognized		67,652			148,232
Portfolio allowances		(44,076	)		(2,535	)
Balance at end of period		171,011			210,142
Less: current portion		(51,620	)		(77,909	)
Portfolio receivables, net of current portion	$	119,391		$	132,233

During the quarter ended June 30, 2008, we recorded a $19.8 million reduction in revenue in our Receivables Management segment as an allowance for impairment of purchased accounts receivable, bringing this allowance to $46.6 million at June 30, 2008. This impairment was due to reduced liquidation rates on existing portfolios which we believe was associated with continued weaker economic conditions for consumers which resulted in a weaker than expected collection environment. The valuation allowance was calculated in accordance with SOP 03-3 which requires that a valuation allowance be taken for decreases in expected cash flows or a change in timing of cash flows which would otherwise require a reduction in the stated yield on a portfolio pool. The following presents the change in the portfolio allowance of portfolio receivables, in thousands:

	Six months ended June 30, 2008		Twelve months ended December 31, 2007
Beginning of period balance	$	2,535	$	—
Additions		44,076		2,535
Recoveries		—		—
Balance at end of period	$	46,611	$	2,535

15

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5. ACCRUED EXPENSES

Accrued expenses in thousands consisted of the following as of:

	June 30, 2008		December 31, 2007
Accrued wages	$	73,225	$	56,463
Accrued acquisition obligations		62,655		—
Interest payable		39,862		36,900
Deferred revenue		24,549		23,574
Accrued phone		13,361		21,949
Accrued settlements		20,731		21,244
Accrued other taxes (non-income related)		25,657		17,921
Accrued employee benefit costs		18,669		13,745
Interest rate hedge position		11,819		15,970
Customer deposits		5,832		4,444
Other current liabilities		43,316		32,834
	$	339,676	$	245,044

6. LONG TERM OBLIGATIONS

In May 2008, West and InterCall, Inc., a West subsidiary (“InterCall”), entered into Amendment No. 3 (the “Third Amendment”) to our senior secured credit agreement. The terms of the Third Amendment include an expansion of the term loan credit facility by $134.0 million in incremental term loans. After the expansion of the term loan credit facility, the aggregate facility is $2,534.0 million.

Multicurrency revolving credit facility

In May 2008, InterCall Conferencing Services Limited, a foreign subsidiary of InterCall, entered into a $75.0 million multicurrency revolving credit facility to partially finance the acquisition of Genesys, related fees and expenses and for general corporate purposes of the foreign subsidiary. The credit facility matures in three years with two one-year additional extensions available upon agreement with the lenders. Interest on the facility is variable based on the leverage ratio of the foreign subsidiary and ranges from 2.0% to 2.75% over the selected optional currency LIBOR (Sterling or Dollar/EURIBOR (Euro)) (subject to an upward adjustment of up to 0.50% in connection with the syndication of the facility). The initial margin was set at 2.75%. This facility was fully outstanding from May 16, 2008 through June 30, 2008. This facility may rise above $75.0 million due to currency fluctuations and has pay down requirements to $75.0 million at interest reset dates. The effective annual interest rate for this facility from inception to June 30, 2008 was approximately 8.53%. The credit facility also includes a commitment fee of 0.5% on the unused balance and includes certain financial covenants which include a maximum leverage ratio, a minimum interest coverage ratio and a minimum revenue test.

16

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Long-term Obligations

Long-term obligations, in thousands, consist of the following:

	June 30, 2008		December 31, 2007
Senior Secured Term Loan Facility, due 2013	$	2,523,073	$	2,376,380
9.5% Senior Notes, due 2014		650,000		650,000
11% Senior Subordinated Notes, due 2016		450,000		450,000
Multicurrency revolving credit facility, due 2011		76,527		—
		3,699,600		3,476,380
Less: current maturities		25,283		23,943
Long-term obligations	$	3,674,317	$	3,452,437

7. FAIR VALUE DISCLOSURES

Effective January 1, 2008, we adopted Financial Accounting Standards Board SFAS No. 157, Fair Value Measurements (“SFAS 157”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS 157 apply to other accounting pronouncements that require or permit fair value measurements. SFAS 157:

• 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 refers 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 asset or liabilities.

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. In February 2008, the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement No. 157,”which delayed for one year the applicability of SFAS 157’s fair value measurements to certain nonfinancial assets and liabilities. The Company adopted SFAS 157 in 2008, except as it applies to those nonfinancial assets and liabilities affected by the one-year delay.

17

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

Trading Securities (Asset).The assets held in the West Corporation Executive Retirement Savings Plan and the West Corporation Non-qualified Deferred Compensation Plan include mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Financial Accounting Standard No. 115, Accounting for Certain Investments in Debt and Equity Securities, 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.

Trading Securities (Liability).The underlying obligation for the mutual fund invested in debt and equity securities in the West Corporation Executive Retirement Savings Plan and the West Corporation Non-qualified Deferred Compensation Plan are classified as trading securities in accordance with Financial Accounting Standard No. 115, Accounting for Certain Investments in Debt and Equity Securities, considering the employee’s ability to change the investment allocation of their deferred compensation at any time. Quoted market prices are available for these securities in an active market, therefore, the fair value of these securities is determined by Level 1 inputs.

Interest rate swaps.The effect of the interest rate swaps (cash flow hedges) 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, therefore, the fair value of these interest rate swaps is based on a Level 2 input.

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

			Fair Value Measurements at June 30, 2008 Using
Description	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Assets / Liabilities at Fair Value
Assets
Trading securities	$	12,741	$	12,741	$	—	$	—	$	12,741
Total assets at fair value	$	12,741	$	12,741	$	—	$	—	$	12,741
Liabilities
Trading securities	$	12,741	$	12,741	$	—	$	—	$	12,741
Interest rate swaps		17,131		—		17,131		—		17,131
Total liabilities at fair value	$	29,872	$	12,741	$	17,131	$	—	$	29,872

Effective January 1, 2008, we also adopted SFAS No. 159The Fair Value Option for Financial Assets and Financial Liabilities(“SFAS 159”). SFAS 159 allows any entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. We elected not to adopt the fair value option for certain financial instruments.

18

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

8. STOCK-BASED COMPENSATION

The 2006 Executive Incentive Plan (“EIP”) was established to advance the interests of the Company and its affiliates by providing for the grant to participants of stock-based and other incentive awards. Awards under the EIP are intended to align the incentives of the Company’s executives and investors and to improve the performance of the Company. The administrator subject to approval by the board will select participants from among those key employees and directors of, and consultants and advisors to, the Company or its affiliates who, in the opinion of the administrator, are in a position to make a significant contribution to the success of the Company and its affiliates. A maximum of 359,986 Equity Strips (each comprised of eight (8) shares of Class A Common and one (1) share of Class L Common), in each case pursuant to rollover options, are authorized to be delivered in satisfaction of rollover option awards under the EIP. In addition, an aggregate maximum of 11,276,291 shares of Class A Common may be delivered in satisfaction of other awards under the EIP.

In general, stock options granted under the EIP become exercisable over a period of five years, with 20% of the stock option becoming vested and exercisable at the end of each year. Once an option has vested, it generally remains exercisable until the tenth anniversary of the date of grant. In the case of a normal termination, the awards will remain exercisable for the shorter of (i) the one-year period ending with the first anniversary of the participant’s normal termination or (ii) the period ending on the latest date on which such award could have been exercised.

19

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Stock Options

The following table presents the stock option activity under the EIP for the six months ended June 30, 2008 and 2007, respectively:

			Options Outstanding
	Options Available for Grant		Number of Options		Weighted Average Exercise Price
Balance at January 1, 2007	545,347		2,530,000		$	1.64
Granted	(190,000	)	190,000			1.64
Canceled	30,000		(30,000	)		1.64
Exercised	—		—			—
Balance at June 30, 2007	385,347		2,690,000		$	1.64
Balance at January 1, 2008	618,847		2,424,500		$	1.64
Granted	(395,000	)	395,000			6.36
Canceled	131,500		(131,500	)		1.64
Exercised	—		(12,000	)		1.64
Balance at June 30, 2008	355,347		2,676,000		$	2.34

At June 30, 2008, we expect that 2,522,000 options will vest.

At June 30, 2008, the intrinsic value of vested options was approximately $2.2 million.

The following table summarizes the information on the options granted under the EIP at June 30, 2008:

Outstanding					Exercisable
Range of Exercise Prices	Number of Options	Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price
$1.64	2,281,000	8.60	$	1.64	460,500	$	1.64
6.36	395,000	9.58		6.36	—		—
$1.64 - $6.36	2,676,000	8.74	$	2.34	460,500	$	1.64

We account for the stock option grants under the EIP in accordance with Financial Accounting Standard No. 123RShare-Based Payment (“SFAS 123R”). The fair values of options granted under the EIP during 2008 and 2007 were $1.72 and $1.15 per option, respectively. We have estimated the fair value of EIP option awards on the grant date using a Black-Scholes option pricing model that uses the assumptions noted in the following table. Expected volatility was implied using the average four year historical stock price volatility for nine and six guideline companies in 2008 and 2007, respectively, that were used in applying the market approach to value the Company in its annual appraisal. The expected life of four years for the options granted was derived based on a probability distribution of the likelihood of a change-of-control event occurring over the next two to six and one-half years. The risk-free rate for periods within the expected life of the option is based on the zero-coupon U.S. government treasury strip with a maturity which approximates the expected life of the option at the time of grant.

20

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	2008		2007
Risk-free interest rate	3.07	%	4.65	%
Dividend yield	0.0	%	0.0	%
Expected volatility	28.0	%	98.0	%
Expected life (years)	4.0		4.0

At June 30, 2008 and 2007 there was approximately $2.2 million and $2.4 million unrecorded and unrecognized compensation cost related to unvested share based compensation under the EIP, respectively. No share-based compensation was recorded for the management rollover options as these options were fully vested prior to the recapitalization which triggered the rollover event.

Executive Management Rollover Options

During the three and six months ended June 30, 2008 there has been no activity with Executive Management Rollover Options. 3,239,721 options are fully vested and outstanding. The aggregate intrinsic value of these options at June 30, 2008 was approximately $45.0 million.

Restricted Stock

Grants of restricted stock under the EIP are in three Tranches; 33.33% of the shares in Tranche 1, 22.22% of the shares in Tranche 2 and 44.45% of the shares in Tranche 3. Vesting of restricted stock acquired under the EIP shall vest during the grantee’s employment by the Company or its subsidiaries in accordance with the provisions of the EIP, as follows:

The Tranche 1 shares will vest over a period of five years, with 20% of the stock option becoming exercisable at the end of each year. Notwithstanding the above, 100% of a grantee’s outstanding and unvested Tranche 1 shares shall vest immediately upon a change of control.

The vesting schedule for Tranche 2 and Tranche 3 shares is subject to the total return of the investors in the recapitalization ( the “Investors”) and Investors internal rate of return (“IRR”) as of an exit event, subject to the following terms and conditions: Tranche 2 shares shall become 100% vested upon an exit event if, after giving effect to any vesting of the Tranche 2 shares on a exit event, Investors’ total return is greater than 200% and the Investor IRR exceeds 15%. Tranche 3 shares will be eligible to vest upon an exit event if, after giving effect to any vesting of the Tranche 2 shares and/or Tranche 3 shares on a exit event, Investors’ total return is more than 200% and the Investor IRR exceeds 15%, with the amount of Tranche 3 shares vesting upon the exit event varying with the amount by which the Investors’ total return exceeds 200%, as follows: 100%, if, after giving effect to any vesting of the Tranche 2 shares and/or the Tranche 3 shares on an exit event, the Investors’ Total Return is equal to or greater than 300%; 0%, if, after giving effect to any vesting of the Tranche 2 shares and/or the Tranche 3 shares on an exit event, the total return is 200% or less; and if, after giving effect to any vesting of the Tranche 2 shares and/or the Tranche 3 shares on an exit event, the total return is greater than 200% and less than 300%, then the Tranche 3 shares shall vest by a percentage between 0% and 100% determined on a straight line basis.

Performance conditions that affect vesting are not reflected in estimating the fair value of an award at the grant date as those conditions are restrictions that stem from the forfeitability of instruments to which employees have not yet earned the right. Paragraph A64 of SFAS 123R requires that if the vesting of an award is based on satisfying both a service and performance condition, the company must initially determine which outcomes are probable of achievement and recognize the compensation cost over the longer of the explicit or implicit service period. Since an exit event is currently not considered probable nor is the meeting of the performance objectives, no compensation costs will be recognized on Tranches 2 or 3 until those events become probable. The unrecognized compensation costs of Tranches 2 and 3 in the aggregate total $7.4 million.

21

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

During the six months ended June 30, 2008 we granted 120,000 shares of restricted stock. We account for the restricted stock grants in accordance with SFAS 123R. The fair value of each share of restricted stock granted under the EIP during the six months ended June 30, 2008 and 2007 were $6.36 and $1.43, respectively. We have estimated the fair value of EIP restricted stock grants on the grant date using a Black-Scholes option pricing model that uses the same assumptions noted above for the 2006 EIP option awards.

At June 30, 2008 and 2007 there was approximately $2.9 million and $3.2 million of unrecorded and unrecognized compensation cost related to Tranche 1 unvested restricted stock under the EIP, respectively.

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

	Three months ended June 30,				Six months ended June 30,
	2008		2007		2008		2007
Stock options	$	155	$	135	$	265	$	261
Restricted stock		202		184		404		368
	$	357	$	319	$	669	$	629

9. COMPREHENSIVE INCOME

Comprehensive income (loss) is composed of results of operations for foreign subsidiaries translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. The translation adjustment is included in comprehensive income, net of related tax expense. The gain or loss on the effective portion of cash flow hedges (i.e., change in fair value) is initially reported as a component of other comprehensive income. The remaining gain or loss is recognized in interest expense in the same period in which the cash flow hedge affects earnings.

	Three months ended June 30,				Six months ended June 30,
Amounts in thousands	2008		2007		2008			2007
Net Income	$	7,729	$	2,512	$	6,525		$	11,531
Currency translation adjustment		5,026		588		4,955			636
Unrealized gain (loss) on cash flow hedge		8,354		5,092		(720	)		3,578
Total comprehensive income	$	21,109	$	8,192	$	10,760		$	15,745

22

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

10. BUSINESS SEGMENTS

We operate in three segments: Communication Services, Conferencing Services and Receivables Management. These segments are consistent with our management of the business and operating focus.

The Communication Services segment is comprised of dedicated agent, shared agent, automated, business-to-business services, emergency infrastructure systems and services and notification services. The Conferencing Services segment is composed of audio, web and video conferencing services. The Receivables Management segment is composed of debt purchasing and collections, contingent/third-party collections, government collections, first-party collections, commercial collections, revenue cycle management solutions and overpayment identification and claims subrogation to the insurance industry.

23

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	For the three months ended June 30,						For the six months ended June 30,
	2008			2007			2008			2007
	(amounts in thousands)
Revenue:
Communication Services	$	272,442		$	264,303		$	552,775		$	536,970
Conferencing Services		230,069			183,651			425,713			359,817
Receivables Management		50,337			73,658			101,453			134,781
Intersegment eliminations		(1,415	)		(1,426	)		(2,753	)		(2,749	)
Total	$	551,433		$	520,186		$	1,077,188		$	1,028,819
Depreciation and Amortization
(Included in Operating Income)
Communication Services	$	18,399		$	22,809		$	37,237		$	42,921
Conferencing Services		18,674			16,438			35,151			31,640
Receivables Management		5,510			5,516			12,400			8,033
Total	$	42,583		$	44,763		$	84,788		$	82,594
Operating Income (Loss):
Communication Services	$	32,823		$	29,002		$	63,375		$	65,300
Conferencing Services		58,326			46,896			109,558			93,594
Receivables Management		(9,949	)		13,677			(22,666	)		27,266
Total	$	81,200		$	89,575		$	150,267		$	186,160
Capital Expenditures:
Communication Services	$	11,812		$	9,691		$	26,257		$	21,611
Conferencing Services		10,872			10,188			24,902			16,276
Receivables Management		1,773			599			2,148			1,957
Corporate		1,540			5,238			3,141			7,137
Total	$	25,997		$	25,716		$	56,448		$	46,981
	As of June 30,     2008			As of December 31, 2007
	(amounts in thousands)
Assets:
Communication Services	$	1,102,456		$	1,085,615
Conferencing Services		1,302,629			859,988
Receivables Management		548,447			593,685
Corporate		214,578			307,202
Total	$	3,168,110		$	2,846,490

24

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As a result of the Genesys acquisition, revenues attributed to foreign countries exceeded 10% for the three months ended June 30, 2008. There is no individual foreign country with revenue greater than 10%. Revenue is attributed to organizational region based on the location of the billed customer’s account. Geographic information by organizational region, in thousands, is noted below.

	For the three months ended June 30,				For the six months ended June 30,
	2008		2007		2008		2007
	(amounts in thousands)
Revenue:
North America	$	489,643	$	486,835	$	977,021	$	965,587
Europe, Middle East & Africa (EMEA)		44,742		24,298		72,717		46,887
Asia Pacific		17,048		9,053		27,450		16,345
Total	$	551,433	$	520,186	$	1,077,188	$	1,028,819
	As of June 30, 2008		As of December 31, 2007
	(amounts in thousands)
Long-Lived Assets:
North America	$	2,232,099	$	2,237,556
Europe, Middle East & Africa (EMEA)		369,736		6,555
Asia Pacific		7,114		4,504
Total	$	2,608,949	$	2,248,615

For the three months ended June 30, 2008 and 2007, our largest 100 clients represented 57% and 56% of our total revenue, respectively. For the six months ended June 30, 2008 and 2007, our largest 100 clients represented 58% and 57% of our total revenue, respectively. The aggregate revenue as a percentage of our total revenue from our largest client, AT&T, during the three months ended June 30, 2008 and 2007 was approximately 14% and 13% of our total revenue, respectively. The aggregate revenue as a percentage of our total revenue from AT&T in the six months ended June 30, 2008 and 2007 was approximately 14% for both periods.

11. COMMITMENTS AND CONTINGENCIES

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

Sanford v. West Corporation et al., No. GIC 805541, was filed February 13, 2003 in the San Diego County, California Superior Court. The original complaint alleged violations of the California Consumer Legal Remedies Act, Cal. Civ. Code §§ 1750 et seq., unlawful, fraudulent and unfair business practices in violation of Cal. Bus. & Prof. Code §§ 17200 et seq., untrue or misleading advertising in violation of Cal. Bus. & Prof. Code §§ 17500 et seq., and common law claims for conversion, unjust enrichment, fraud and deceit, and negligent misrepresentation, and sought monetary damages, including punitive damages, as well as restitution, injunctive relief and attorneys fees and costs. The complaint was brought on behalf of a purported class of persons in California who were sent a Memberworks, Inc. (“MWI”) membership kit in the mail, were charged for an MWI membership program, and were allegedly either customers of what the complaint contended was a joint venture between MWI and West Corporation or West Telemarketing Corporation (“WTC”) or wholesale customers of West Corporation or WTC.

25

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On February 16, 2007, after receiving briefing and hearing argument on class certification, the trial court certified a class consisting of “All persons in California, who, after calling defendants West Corporation and West Telemarketing Corporation (collectively “West” or “defendants”) to inquire about or purchase another product between September 1, 1998 through July 2, 2001, were; (a) sent a membership kit in the mail; (b) charged for an MWI membership program; and (c) customers of a joint venture between MWI and West or were wholesale customers of West (the “Class”). Not included in the Class are defendants and their officers, directors, employees, agents and/or affiliates.” On March 19, 2007, West and WTC filed a Petition for Writ of Mandate and Request for Stay asking the appellate court to first stay and then order reversal of the Superior Court’s class certification Order. However, this Petition was denied on June 8, 2007. Thereafter, on June 18, 2007, West and WTC filed a Petition for Review and Request for Stay in the California Supreme Court, but this Petition was denied on June 27, 2007. Discovery in the Superior Court as to the facts of the case is almost complete and expert discovery remains.

Brandy L. Ritt, et al. v. Billy Blanks Enterprises, et al.was filed in January 2001 in the Court of Common Pleas in Cuyahoga County, Ohio, against two of our clients. The suit, a purported class action, was amended for the third time in July 2001 and West Corporation was added as a defendant at that time. The suit, which seeks statutory, compensatory, and punitive damages as well as injunctive and other relief, alleges violations of various provisions of Ohio’s consumer protection laws, negligent misrepresentation, fraud, breach of contract, unjust enrichment and civil conspiracy in connection with the marketing of certain membership programs offered by our clients. On February 6, 2002, the court denied the plaintiffs’ motion for class certification. On July 21, 2003, the Ohio Court of Appeals reversed and remanded the case to the trial court for further proceedings. The plaintiffs filed a Fourth Amended Complaint naming West Telemarketing Corporation as an additional defendant and a renewed motion for class certification. One of the defendants, NCP Marketing Group (“NCP”), filed for bankruptcy and on July 12, 2004 removed the case to federal court. Plaintiffs filed a motion to remand the case back to state court. On August 30, 2005, the U.S. Bankruptcy Court for the District of Nevada remanded the case back to the state court in Cuyahoga County, Ohio. The Bankruptcy Court also approved a settlement between the named plaintiffs and NCP and two other defendants, Shape The Future International LLP and Integrity Global Marketing LLC. West Corporation and West Telemarketing Corporation filed motions for judgment on the pleadings and a motion for summary judgment. On March 28, 2006, the state trial court certified a class of Ohio residents. West and WTC filed a notice of appeal from that decision, and plaintiffs cross-appealed. On April 20, 2006, prior to the appeal on the class certification issue, the trial court denied West and WTC’s motion for judgment on the pleadings. The appeal was briefed and was then argued on February 26, 2007. On April 12, 2007, the Court of Appeal affirmed in part and reversed in part the trial court’s Order. The Court of Appeal ordered certification of a class of: “All residents of Ohio who, from September 1, 1998 through July 2, 2001 (a) called a toll-free number, marketed by West and MWI, to purchase any Tae-Bo product; (b) purchased a Tae-Bo product; (c) subsequently were enrolled in an MWI membership program; and (d) were charged for the MWI membership on their credit/debit card. Not included in the class are defendants, and their officers, directors, employees, agents, and/or affiliates.” West and WTC sought review of this ruling by the Ohio Supreme Court, however, on October 3, 2007, the Ohio Supreme Court declined to review the case. West and WTC’s summary judgment motion remains pending.

26

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

West Corporation and WTC have engaged in extensive mediation and negotiations with plaintiffs’ counsel and, as a result, believe that a final settlement may be reached that will resolve theSanford andRitt class actions discussed above.

In connection with the proposed resolution of theSanford andRittcases, the parties have executed a Memorandum of Understanding (“MOU”) regarding the terms of a proposed agreement and are currently working on completing the documentation, including a settlement agreement, necessary to effectuate a full settlement, release and dismissal. The proposed settlement involves modification of the class definitions in these actions, and would require the approval of the Court of Common Pleas in Cuyahoga County, Ohio, and the San Diego County, California Superior Court. Upon the completion and execution of a settlement agreement contemplated by the MOU and the finalization of the related documentation, the parties will then begin the process of seeking necessary court approvals. As a result of the settlement negotiations, which transpired in the fourth quarter of 2007, West recorded a $20.0 million accrued liability and a $5.0 million asset for expected insurance proceeds at December 31, 2007, and there were no significant changes in the first six months of 2008.

Federal Communications Commission Review of Universal Service Administrator On January 15, 2008 the Universal Service Administrative Company’s (“USAC”) “Administrator’s Decision on Contributor Issue” concluded that InterCall’s audio bridging services are toll teleconferencing services and consequently, InterCall is required to report its revenues to USAC and pay universal service on end user telecommunications revenues. USAC’s decision ordered InterCall to submit the appropriate forms, including previously due forms, within 60 days of the administrator’s decision. On March 17, 2008 the Wireline Competition Bureau staff informed West and USAC by phone that InterCall need not file the appropriate forms with USAC until written instructions are received from the FCC. On March 19, 2008, West was provided a copy of a letter from the FCC to USAC, requesting USAC to hold in abeyance for 90 days its decision against InterCall, pending further FCC action. On June 19, 2008 the FCC extended the temporary abeyance until July 1, 2008. On June 30, 2008 the FCC ordered that stand-alone providers of audio bridging services have a direct USF contribution obligation. The FCC ordered that conferencing providers begin to submit the appropriate forms to USAC beginning August 1, 2008. The FCC order specifically stated the order would not apply retroactively. West filed its report of revenue with USAC on August 1, 2008.

Tammy Kerce v. West Telemarketing Corporation was filed on June 26, 2007 in the United States District Court for the Southern District of Georgia, Brunswick Division. Plaintiff, a former home agent, alleges that she was improperly classified as an independent contractor instead of an employee and is therefore entitled to minimum wage and overtime compensation. Plaintiff seeks to have the case certified as a collective action under the Fair Labor Standards Act. Plaintiff’s suit seeks statutory and compensatory damages. On December 21, 2007, Plaintiff filed a Motion for Conditional Certification in which she requested that the Court certify a class of all West home agents who were classified as independent contractors for the prior three years for purposes of notice and discovery. West filed its Response in Opposition to the Motion for Conditional Certification on February 11, 2008. The Court granted the Plaintiff’s Motion for Conditional Certification on May 21, 2008. As a result, individual agents will receive notice of the suit and have an opportunity to join or not join the suit. After discovery, West will have an opportunity to seek to decertify the class before trial. West Corporation is currently unable to predict the outcome or reasonably estimate the possible loss, if any, or range of losses associated with this claim.

Department of Labor Inquiry. On January 18, 2008 West Corporation was contacted by the United States Department of Labor indicating that an investigation would begin relating to the classification of home agents as independent contractors. West terminated all independent contractors in September of 2007. All home agents are currently classified as employees. West responded to the Department of Labor’s inquiry and requests for information. The Department of Labor has not filed any action against West. At the present time, West does not anticipate further action by the Department of Labor.

27

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

12. RELATED PARTIES

On May 21, 2008, in order to provide an alternative source of financing for the purchase of receivables from credit originators, we entered into a series of agreements with TOGM, LLC (“TOGM”) pursuant to which TOGM would finance 80% of the purchase price of selected receivables portfolios. TOGM’s shareholders are Mary and Gary West who collectively own approximately 22% of West Corporation. Based on the decision of the third party that had historically acted as our primary source of financing for the purchase of such receivables not to continue its relationship with West and inquiries made of other potential financing sources, we believe the terms of this arrangement are no less favorable to West than would be available from a third party.

In connection with the TOGM financing arrangement, the Company and TOGM formed West Receivables Purchasing, LLC (“West Receivables”), which is owned 82% by a subsidiary of the Company and 18% by TOGM. West Receivables is solely engaged in the purchase of portfolios of receivables from credit originators. To finance its portfolio acquisitions and operations, West Receivables has entered into a credit agreement with TOGM pursuant to which TOGM has agreed to advance (together with capital contributions pursuant to the West Receivables operating agreement) 80% of the purchase price of selected portfolios, limited to $3.0 million per month unless otherwise agreed. West funds the remainder of the purchase price for each portfolio through capital contributions to West Receivables. The West Receivables borrowings are non-recourse, are collateralized by all receivable portfolios within a loan series (as documented by a security agreement between West Receivables and TOGM) and accrue interest at the prime rate plus 3.5%. As of June 30, 2008, there was $0.8 million outstanding under the West Receivables credit agreement bearing a blended interest rate of 8.5%.

In connection with the formation of West Receivables, West and TOGM entered into an operating agreement pursuant to which the members share in the profits of the portfolio after collection expenses and the repayment of principal and interest in proportion to their respective membership interests. West provides all necessary services to West Receivables, including collection of the receivables pursuant to a servicing agreement.

The material terms of each of the West Receivables transaction documents are substantially consistent with the terms of the corresponding agreements with the third party that had historically acted as our primary source of financing for the purchase of receivables portfolios provided that (i) the initial interest rate under the West Receivables credit agreement is the prime rate plus 3.5%, while the interest rate under the other third party credit agreement is the prime rate plus 2.75%; (ii) the West Receivables operating agreement provides that West may be obligated to contribute up to 5% of additional capital in respect of underperforming asset pools; and (iii) the overall debt and equity contributions of TOGM represent 80% of the purchase price of asset pools, while the other third party facility provided that the lender’s total debt and equity contributions would represent 85% of the purchase price of asset pools.

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

In connection with the issuance of the senior notes and senior subordinated notes, West Corporation and our U.S. based wholly owned subsidiaries guaranteed the payment of principal, premium and interest. Presented below is consolidated financial information for West Corporation and our subsidiary guarantors and subsidiary non-guarantors for the periods indicated.

28

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Three Months Ended June 30, 2008
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	471,364		$	93,481		$	(13,412	)	$	551,433
COST OF SERVICES		—			218,808			45,747			(13,412	)		251,143
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(692	)		184,478			35,304			—			219,090
OPERATING INCOME		692			68,078			12,430			—			81,200
OTHER INCOME (EXPENSE):
Interest Income		373			(280	)		458			—			551
Interest Expense		(33,760	)		(32,083	)		(4,361	)		—			(70,204	)
Subsidiary Income		28,724			(251	)		—			(28,473	)		—
Other		(86	)		2,775			(2,757	)		—			(68	)
Other income (expense)		(4,749	)		(29,839	)		(6,660	)		(28,473	)		(69,721	)
INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST		(4,057	)		38,239			5,770			(28,473	)		11,479
INCOME TAX EXPENSE (BENEFIT)		(11,786	)		9,775			6,748			—			4,737
INCOME BEFORE MINORITY INTEREST		7,729			28,464			(978	)		(28,473	)		6,742
MINORITY INTEREST IN NET INCOME (LOSS)		—			—			(987	)		—			(987	)
NET INCOME	$	7,729		$	28,464		$	9		$	(28,473	)	$	7,729

29

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Six Months Ended June 30, 2008
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	952,208		$	153,476		$	(28,496	)	$	1,077,188
COST OF SERVICES		—			445,944			84,255			(28,496	)		501,703
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(264	)		374,549			50,933			—			425,218
OPERATING INCOME		264			131,715			18,288			—			150,267
OTHER INCOME (EXPENSE):
Interest Income		1,088			(295	)		998			—			1,791
Interest Expense		(69,894	)		(66,206	)		(8,263	)		—			(144,363	)
Subsidiary Income		49,808			(6,041	)		—			(43,767	)		—
Other		(948	)		5,779			(5,705	)		—			(874	)
Other income (expense)		(19,946	)		(66,763	)		(12,970	)		(43,767	)		(143,446	)
INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST		(19,682	)		64,952			5,318			(43,767	)		6,821
INCOME TAX EXPENSE (BENEFIT)		(26,207	)		15,659			14,546			—			3,998
INCOME BEFORE MINORITY INTEREST		6,525			49,293			(9,228	)		(43,767	)		2,823
MINORITY INTEREST IN NET INCOME (LOSS)		—			—			(3,702	)		—			(3,702	)
NET INCOME	$	6,525		$	49,293		$	(5,526	)	$	(43,767	)	$	6,525

30

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Three Months Ended June 30, 2007
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	450,120		$	86,641		$	(16,575	)	$	520,186
COST OF SERVICES		—			202,579			38,302			(16,575	)		224,306
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(220	)		188,803			17,722			—			206,305
OPERATING INCOME		220			58,738			30,617			—			89,575
OTHER INCOME (EXPENSE):
Interest Income		3,153			90			327			—			3,570
Interest Expense		(41,198	)		(38,533	)		(3,734	)		—			(83,465	)
Subsidiary Income		12,757			12,802			—			(25,559	)		—
Other		13,485			(13,355	)		478			—			608
Other income (expense)		(11,803	)		(38,996	)		(2,929	)		(25,559	)		(79,287	)
INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST		(11,583	)		19,742			27,688			(25,559	)		10,288
INCOME TAX EXPENSE (BENEFIT)		(14,095	)		7,220			10,394			—			3,519
INCOME BEFORE MINORITY INTEREST		2,512			12,522			17,294			(25,559	)		6,769
MINORITY INTEREST IN NET INCOME		—			—			4,257			—			4,257
NET INCOME	$	2,512		$	12,522		$	13,037		$	(25,559	)	$	2,512

31

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

	For the Six Months Ended June 30, 2007
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	896,096		$	165,913		$	(33,190	)	$	1,028,819
COST OF SERVICES		—			401,899			74,582			(33,190	)		443,291
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(323	)		364,831			34,860			—			399,368
OPERATING INCOME		323			129,366			56,471			—			186,160
OTHER INCOME (EXPENSE):
Interest Income		6,172			43			617			—			6,832
Interest Expense		(83,743	)		(72,465	)		(7,447	)		—			(163,655	)
Subsidiary Income		34,476			23,969			—			(58,445	)		—
Other		28,211			(27,866	)		931			—			1,276
Other income (expense)		(14,884	)		(76,319	)		(5,899	)		(58,445	)		(155,547	)
INCOME BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST		(14,561	)		53,047			50,572			(58,445	)		30,613
INCOME TAX EXPENSE (BENEFIT)		(26,092	)		18,996			18,023			—			10,927
INCOME BEFORE MINORITY INTEREST		11,531			34,051			32,549			(58,445	)		19,686
MINORITY INTEREST IN NET INCOME		—			—			8,155			—			8,155
NET INCOME	$	11,531		$	34,051		$	24,394		$	(58,445	)	$	11,531

32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED BALANCE SHEET

(AMOUNTS IN THOUSANDS)

	June 30, 2008
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations and Consolidating Entries			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,319		$	(4,566	)	$	51,189	$	—		$	54,942
Trust cash		—			12,058			—		—			12,058
Accounts receivable, net		—			273,875			76,899		—			350,774
Intercompany receivables		37,965			71,746			—		(109,711	)		—
Portfolio receivables, current portion		—			1,233			50,387		—			51,620
Deferred income tax receivable		11,621			8,653			274		—			20,548
Other current assets		4,021			41,748			23,450		—			69,219
Total current assets		61,926			404,747			202,199		(109,711	)		559,161
Property and equipment, net		64,425			218,399			42,107		—			324,931
PORTFOLIO RECEIVABLES, NET OF CURRENT PORTION		—			2,852			116,539		—			119,391
INVESTMENT IN SUBSIDIARIES		337,188			263,746			—		(600,934	)		—
GOODWILL		—			1,349,952			213,859		—			1,563,811
INTANGIBLES, net		—			309,711			129,036		—			438,747
OTHER ASSETS		125,905			31,432			4,732		—			162,069
TOTAL ASSETS	$	589,444		$	2,580,839		$	708,472	$	(710,645	)	$	3,168,110
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	3,309		$	41,272		$	12,288	$	—		$	56,869
Intercompany payables		—			—			109,711		(109,711	)		—
Accrued expenses		123,259			143,312			73,105		—			339,676
Current maturities of long-term debt		5,134			20,149			—		—			25,283
Current maturities of portfolio notes payable		—			595			84,325		—			84,920
Income tax payable		(30,261	)		26,483			10,067		—			6,289
Total current liabilities		101,441			231,811			289,496		(109,711	)		513,037
PORTFOLIO NOTES PAYABLE, less current maturities		—			177			25,087		—			25,264
LONG-TERM OBLIGATIONS, less current maturities		1,627,712			1,970,078			76,527		—			3,674,317
DEFERRED INCOME TAXES		21,981			47,581			32,730		—			102,292
OTHER LONG-TERM LIABILITIES		35,499			(3,925	)		12,121		—			43,695
MINORITY INTEREST		—			—			6,694		—			6,694
CLASS L COMMON STOCK		1,093,500			—			—		—			1,093,500
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(2,290,689	)		335,117			265,817		(600,934	)		(2,290,689	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	589,444		$	2,580,839		$	708,472	$	(710,645	)	$	3,168,110

33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED BALANCE SHEET

(AMOUNTS IN THOUSANDS)

	December 31, 2007
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	87,610		$	(3,012	)	$	57,349		$	—		$	141,947
Trust cash		—			10,358			—			—			10,358
Accounts receivable, net		—			264,946			24,534			—			289,480
Intercompany receivables		80,338			11,382			—			(91,720	)		—
Portfolio receivables, current portion		—			—			77,909			—			77,909
Deferred income taxes receivable		27,815			5,903			—			—			33,718
Other current assets		2,541			37,417			4,505			—			44,463
Total current assets		198,304			326,994			164,297			(91,720	)		597,875
Property and equipment, net		66,221			215,695			16,729			—			298,645
PORTFOLIO RECEIVABLES, NET OF CURRENT PORTION		—			—			132,233			—			132,233
INVESTMENT IN SUBSIDIARIES		72,697			59,683			—			(132,380	)		—
GOODWILL		—			1,329,978			—			—			1,329,978
INTANGIBLES, net		—			336,349			58			—			336,407
OTHER ASSETS		122,935			27,938			479			—			151,352
TOTAL ASSETS	$	460,157		$	2,296,637		$	313,796		$	(224,100	)	$	2,846,490
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	6,645		$	46,256		$	8,078		$	—		$	60,979
Intercompany payables		—			—			91,720			(91,720	)		—
Accrued expenses		72,340			158,036			14,668			—			245,044
Current maturities of long-term debt		4,294			19,649			—			—			23,943
Current maturities of portfolio notes payable		—			—			77,219			—			77,219
Income taxes payable		(4,334	)		2,398			4,831			—			2,895
Total current liabilities		78,945			226,339			196,516			(91,720	)		410,080
PORTFOLIO NOTES PAYABLE, less current maturities		—			—			43,092			—			43,092
LONG - TERM OBLIGATIONS, less current maturities		1,521,910			1,930,527			—			—			3,452,437
DEFERRED INCOME TAXES		31,121			59,745			(92	)		—			90,774
OTHER LONG-TERM LIABILITIES		38,534			8,885			104			—			47,523
MINORITY INTEREST		—			—			12,937			—			12,937
CLASS L COMMON STOCK		1,029,782			—			—			—			1,029,782
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(2,240,135	)		71,141			61,239			(132,380	)		(2,240,135	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	460,157		$	2,296,637		$	313,796		$	(224,100	)	$	2,846,490

34

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Condensed Consolidating Statements of Cash Flows

(AMOUNTS IN THOUSANDS)

	Six Months Ended June 30, 2008
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	25,903		$	44,752		$	70,655
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(18,973	)		(279,867	)		(298,840	)
Purchase of portfolio receivables, net of collections applied of $30,109		—			(4,085	)		(860	)		(4,945	)
Purchase of property and equipment		(3,141	)		(49,674	)		(3,633	)		(56,448	)
		—
Other		—			382			—			382
Net cash used in investing activities		(3,141	)		(72,350	)		(284,360	)		(359,851	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of new debt		84,000			50,000			75,000			209,000
Net change in revolving bank credit facility		25,000			—			—			25,000
Principal payments on the senior secured term loan facility		(2,147	)		(10,160	)		—			(12,307	)
Debt issuance costs		(7,996	)		—			(1,821	)		(9,817	)
Payments of portfolio notes payable, net of proceeds from issuance of notes payable of $28,971		—			772			(10,899	)		(10,127	)
Payments of capital lease obligations		—			(553	)		—			(553	)
Other		(34	)		—			—			(34	)
Net cash (used in) provided by financing activities		98,823			40,059			62,280			201,162
Intercompany		(174,973	)		4,834			170,139			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			1,029			1,029
NET CHANGE IN CASH AND CASH EQUIVALENTS		(79,291	)		(1,554	)		(6,160	)		(87,005	)
CASH AND CASH EQUIVALENTS, Beginning of period		87,610			(3,012	)		57,349			141,947
CASH AND CASH EQUIVALENTS, End of period	$	8,319		$	(4,566	)	$	51,189		$	54,942

35

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Condensed Consolidating Statements of Cash Flows

(AMOUNTS IN THOUSANDS)

	Six Months Ended June 30, 2007
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	99,419		$	27,764		$	127,183
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(285,813	)		—			(285,813	)
Purchase of portfolio receivables, net of collection applied of $38,817		—			—			(27,328	)		(27,328	)
Purchase of property and equipment		(7,137	)		(34,893	)		(4,951	)		(46,981	)
Other		—			879			—			879
Net cash used in investing activities		(7,137	)		(319,827	)		(32,279	)		(359,243	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of new debt		—			300,000			—			300,000
Principal payments on the senior secured term loan facility		(2,150	)		(9,499	)		—			(11,649	)
Debt issuance costs		(2,279	)		—			—			(2,279	)
Payments of portfolio notes payable, net of proceeds from issuance of notes payable of $56,791		—			—			17,811			17,811
Payments of capital lease obligations		—			(466	)		—			(466	)
Other		(4,772	)		—			—			(4,772	)
Net cash (used in) provided by financing activities		(9,201	)		290,035			17,811			298,645
Intercompany		56,667			(61,685	)		5,018			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			(231	)		(231	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		40,329			7,942			18,083			66,354
CASH AND CASH EQUIVALENTS, Beginning of period		202,610			(13,358	)		25,680			214,932
CASH AND CASH EQUIVALENTS, End of period	$	242,939		$	(5,416	)	$	43,763		$	281,286

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. These forward-looking statements include estimates regarding:

• the impact of changes in government regulation and related litigation;

• the impact of pending litigation;

• the impact of integrating or completing mergers or strategic acquisitions;

• the adequacy of our available capital for future capital requirements;

• revenue from our purchased portfolio receivables;

• our future contractual obligations;

• our purchases of portfolio receivables;

• our capital expenditures;

• the impact of changes in interest rates;

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

• and the impact of foreign currency fluctuations.

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

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

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

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

Business Overview

We provide business process outsourcing services focused on helping our clients communicate more effectively with their customers. We help our clients maximize the value of their customer relationships and derive greater value from each transaction that we process. We deliver our services through three segments:

• Communication Services, including dedicated agent, shared agent, automated and business-to-business services, emergency communication infrastructure systems and services and notification services;

• Conferencing Services, including reservationless, operator-assisted, web and video conferencing services; and

• Receivables Management, including debt purchasing and collections, contingent/third-party collections, government collections, first-party collections, commercial collections, revenue cycle management, solutions to the insurance, financial services, communications and healthcare industries and overpayment identification and claims subrogation to the insurance industry.

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Each of these services builds upon our core competencies of managing technology, telephony and human capital. Many of the nation’s leading enterprises trust us to manage their customer contacts and communications. These enterprises choose us based on our service quality and our ability to efficiently and cost-effectively process high volume, complex voice-related transactions.

Overview for the Three and Six Months Ended June 30, 2008

The following overview highlights the areas we believe are important in understanding our results of operations for the three and six months ended June 30, 2008. This summary is not intended as a substitute for the detail provided elsewhere in this quarterly report and our unaudited condensed consolidated financial statements included elsewhere in this quarterly report.

• On May 22, 2008 we completed the acquisition of Genesys SA (“Genesys”), a global multimedia collaboration service provider, by West International Holdings Limited (“WIH”), the Company’s wholly-owned subsidiary. At June 30, 2008 WIH’s ownership in Genesys was approximately 96.6%. On July 1, 2008, the remaining minority issued and outstanding shares were acquired resulting in WIH owning 100% of the outstanding shares of Genesys. Total acquisition costs, including transaction expenses, are expected to be approximately $344.8 million. We funded the acquisition with proceeds from an incremental term loan under our existing credit facility for $134.0 million ($126.2 million, net of fees), a $75.0 million multicurrency revolving credit facility ($73.2 million, net of fees) entered into by InterCall Conferencing Services Limited, a foreign subsidiary of InterCall, a draw of $45.0 million under our existing revolving credit facility and cash on hand.

• In May 2008, West and InterCall, Inc., a West subsidiary, entered into Amendment No. 3 (the “Third Amendment”) to our senior secured credit agreement. The terms of the Third Amendment include an expansion of the term loan credit facility by $134.0 million in incremental term loans.

• In May 2008 InterCall Conferencing Services Limited, a foreign subsidiary of InterCall, entered into a $75.0 million multicurrency revolving credit facility to partially finance the acquisition of Genesys, pay related fees and expenses and for general corporate purposes of the foreign subsidiary.

• On January 15, 2008 the Universal Service Administrative Company’s (“USAC”) “Administrator’s Decision on Contributor Issue” concluded that InterCall’s audio bridging services are toll teleconferencing services and consequently, InterCall is required to report its revenues to USAC and pay universal service on end user telecommunications revenues. USAC’s decision ordered InterCall to submit the appropriate forms, including previously due forms, within 60 days of the administrator’s decision. On February 1, 2008 InterCall filed an appeal of the USAC decision. (In the matter of InterCall, Inc Appeal of Decision of the USAC and Request for Waiver, CC Docket No. 96-45.) On February 5, 2008 InterCall filed a petition to stay the USAC decision. (In the matter of InterCall Inc.’s Petition for Stay of the Decision of the Universal Service Administrative Company, WCB Docket No. 96-45). On March 19, 2008, we were provided a copy of a letter from the FCC to USAC, requesting USAC to hold in abeyance for 90 days its decision against InterCall, pending further FCC action. On June 19, 2008 the FCC extended the temporary abeyance until July 1, 2008. On June 30, 2008 the FCC ordered that stand-alone providers of audio bridging services have a direct USF contribution obligation. The FCC ordered that conferencing providers begin to submit the appropriate forms to USAC beginning August 1, 2008. The FCC order specifically stated the order would not apply retroactively. We filed the initial report of revenue with USAC on August 1, 2008.

• On April 1, 2008 West Corporation completed the acquisition of all the outstanding shares of HBF Communications Inc. (“HBF”), an Austin, Texas based company that provides 9-1-1 network support and solutions to communications service providers and public safety organizations. The purchase price including transactions costs, net of cash received of $0.2 million was approximately $19.0 million and was funded by cash on hand.

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• On May 21, 2008, in order to provide an alternative source of financing for the purchase of receivables from credit originators, we entered into a series of agreements with TOGM, LLC (“TOGM”) pursuant to which TOGM would finance 80% of the purchase price of selected receivables portfolios.

• During the three and six months ended June 30, 2008, the Receivables Management segment recorded an impairment charge of $19.8 million and $44.1 million, respectively, to establish a valuation allowance against the carrying value of portfolio receivables as a result of reduced liquidation rates on existing portfolios associated with weaker economic conditions.

• Consolidated revenues increased 6.0% and 4.7% for the three months and six months ended June 30, 2008, respectively, as compared to the three and six months ended June 30, 2007. This increase was derived primarily from the acquisitions of WNG, TeleVox, Omnium, HBF and Genesys.

• Operating income decreased 9.3% and 19.3% for the three and six months ended June 30, 2008, respectively, as compared to the three and six months ended June 30, 2007. This decrease was partially attributable to the impairment charge of $19.8 million and $44.1million, respectively, recorded by the Receivables Management segment.

Results of Operations

Comparison of the Three and Six Months Ended June 30, 2008 and 2007

Revenue:For the second quarter of 2008, revenue increased $31.2 million, or 6.0%, to $551.4 million from $520.2 million for the second quarter of 2007. For the six months ended June 30, 2008, revenue increased $48.4 million, or 4.7%, to $1,077.2 million from $1,028.8 million for the six months ended June 30, 2007. The increase in revenue for the three and six months ended June 30, 2008 reflected $34.6 million and $61.8 million, respectively, from the acquisitions of WNG, TeleVox, Omnium, HBF and Genesys. These acquisitions closed on February 1, 2007, March 1, 2007, May 4, 2007, April 1, 2008 and May 22, 2008, respectively. In accordance with paragraph 48 of SFAS No. 141 “Business Combinations”, an accounting date of May 1, 2007 was used for the Omnium acquisition.

For the three and six months ended June 30, 2008, our top one hundred clients represented 57% and 58% of total revenue, respectively. This compares to 56% and 57% for each of the comparable periods in 2007. The aggregate revenue as a percentage of our total revenue from our largest client, AT&T, during the three months ended June 30, 2008 and 2007 was approximately 14% and 13% of our total revenue, respectively. The aggregate revenue as a percentage of our total revenue from AT&T in the six months ended June 30, 2008 and 2007 was approximately 14% of our total revenue for both periods.

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Revenue by business segment:

	For the three months ended June 30,											For the six months ended June 30,
	2008			2007			Increase			% Increase		2008			2007			Increase			% Increase
Revenue in thousands:
Communication Services	$	272,442		$	264,303		$	8,139		3.1	%	$	552,775		$	536,970		$	15,805		2.9	%
Conferencing Services		230,069			183,651			46,418		25.3	%		425,713			359,817			65,896		18.3	%
Receivables Management		50,337			73,658			(23,321	)	-31.7	%		101,453			134,781			(33,328	)	-24.7	%
Intersegment eliminations		(1,415	)		(1,426	)		11		0.8	%		(2,753	)		(2,749	)		(4	)	-0.1	%
Total	$	551,433		$	520,186		$	31,247		6.0	%	$	1,077,188		$	1,028,819		$	48,369		4.7	%

Communication services revenue for the second quarter of 2008 increased $8.1 million, or 3.1%, to $272.4 million from $264.3 million for the second quarter of 2007. The increase in revenue for the three months ended June 30, 2008 is primarily due to organic growth and the acquisition of HBF, which accounted for $1.3 million of this increase. For the six months ended June 30, 2008, communication services revenue increased $15.8 million, or 2.9%, to $552.8 million from $537.0 million for the six months ended June 30, 2007. The increase in revenue for the six months ended June 30, 2008 is primarily due to the acquisitions of WNG, TeleVox and HBF, which collectively accounted for $8.9 million of this increase.

Conferencing services revenue for the second quarter of 2008 increased $46.4 million, or 25.3%, to $230.1 million from $183.7 million for the second quarter of 2007. The increase in revenue for the three months ended June 30, 2008 was due to organic growth and the acquisition of Genesys. For the six months ended June 30, 2008, conferencing services revenue increased $65.9 million, or 18.3%, to $425.7 million from $359.8 million for the six months ended June 30, 2007. The increase in revenue for the three and six months ended June 30, 2008 included $26.0 million from the acquisition of Genesys.

Receivables management revenue for the second quarter of 2008 decreased $23.3 million, or 31.7%, to $50.3 million from $73.7 million for the second quarter of 2007. The decrease in revenue for the second quarter of 2008 is primarily due to the $19.8 million impairment charge to increase the valuation allowance against the carrying value of portfolio receivables as a result of reduced liquidation rates on existing portfolios associated with weaker economic conditions. The valuation allowance was calculated in accordance with SOP 03-3 which requires that a valuation allowance be taken for decreases in expected cash flows or a change in timing of cash flows which would otherwise require a reduction in the stated yield on a portfolio pool. For the six months ended June 30, 2008, receivables management revenue decreased $33.3 million, or 24.7%, to $101.5 million from $134.8 million for the six months ended June 30, 2007. The decrease in revenue is primarily due to the $44.1 million impairment charge to increase the valuation allowance against the carrying value of portfolio receivables. Partially offsetting the decrease in revenue was an increase in revenue from the acquisition of Omnium of $26.9 million.

Cost of services: Cost of services consists of direct labor, telephone expense and other costs directly related to providing services to clients. Cost of services increased $26.8 million, or 12.0%, in the second quarter of 2008 to $251.1 million, from $224.3 million for the comparable period of 2007. As a percentage of revenue, cost of services increased to 45.5% for the second quarter of 2008, compared to 43.1% for the comparable period in 2007. Cost of services increased $58.4 million, or 13.2%, in the six months ended June 30, 2008 to $501.7 million from $443.3 million for the comparable period in 2007. As a percentage of revenue, cost of services increased to 46.6% for the six months ended June 30, 2008, compared to 43.1% for the comparable period in 2007.

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Cost of Services by business segment:

	For the three months ended June 30,															For the six months ended June 30,
	2008			% of Revenue		2007			% of Revenue		Change			% Change		2008			% of Revenue		2007			% of Revenue		Change		% Change
In thousands:
Communication Services	$	133,056		48.6	%	$	121,821		46.1	%	$	11,235		9.2	%	$	274,456		49.7	%	$	247,204		46.0	%	$	27,252	11.0	%
Conferencing Services		83,954		36.5	%		68,211		37.1	%		15,743		23.1	%		157,664		37.0	%		132,169		36.7	%		25,495	19.3	%
Receivables Management		34,570		68.7	%		35,472		48.2	%		(902	)	-2.5	%		70,687		69.7	%		66,135		49.1	%		4,552	6.9	%
Intersegment eliminations		(437	)	NM			(1,198	)	NM			761		NM			(1,104	)	NM			(2,217	)	NM			1,113	NM
Total	$	251,143		45.5	%	$	224,306		43.1	%	$	26,837		12.0	%	$	501,703		46.6	%	$	443,291		43.1	%	$	58,412	13.2	%
NM- Not Meaningful

Communication services costs of services increased $11.2 million, or 9.2%, in the second quarter of 2008 to $133.0 million from $121.8 million for the second quarter of 2007. As a percentage of revenue, communication services cost of services increased to 48.6% for the second quarter of 2008, compared to 46.1% for the comparable period in 2007. Communication services costs of services increased $27.3 million, or 11.0%, in the six months ended June 30, 2008 to $274.5 million from $247.2 million for the six months ended June 30, 2007. The increase in cost of services for the six months ended June 30, 2008 included $2.8 million from the acquisitions of WNG, TeleVox and HBF. As a percentage of revenue, communication services cost of services increased to 49.7% for the six months ended June 30, 2008, compared to 46.0% for the comparable period in 2007. Lower consumer call volumes resulting from an economic slowdown are causing lower labor efficiencies. This factor and rising labor and benefit costs contributed to the increase in our cost of sales percentage for the three and six months ended June 30, 2008.

Conferencing services cost of services for the second quarter of 2008 increased $15.7 million, or 23.1%, to $84.0 million from $68.2 million for the second quarter of 2007. As a percentage of revenue, conferencing services cost of services decreased to 36.5% for the second quarter of 2008, compared to 37.1% for the comparable period in 2007. Conferencing services cost of services for the six months ended June 30, 2008 increased $25.5 million, or 19.3%, to $157.7 million from $132.2 million for the six months ended June 30, 2007. As a percentage of revenue, conferencing services cost of services increased to 37.0% for the six months ended June 30, 2008, compared to 36.7% for the comparable period in 2007. The increase in cost of services for the three and six months ended June 30, 2008 included $7.8 million from the acquisition of Genesys, which we acquired on May 22, 2008.

Receivables management cost of services for the second quarter of 2008 decreased $0.9 million, or 2.5%, to $34.6 million from $35.5 million for the second quarter of 2007. As a percentage of revenue, receivables management cost of services increased to 68.7% for the second quarter of 2008, compared to 48.2% for the comparable period in 2007. Receivables management cost of services for the six months ended June 30, 2008 increased $4.6 million, to $70.7 million from $66.1 million for the six months ended June 30, 2007. As a percentage of revenue, receivables management cost of services increased to 69.7% for the six months ended June 30, 2008, compared to 49.1% for the comparable period in 2007. The increase in cost of services as a percentage of revenue for the three and six months ended June 30, 2008 was driven primarily by the $19.8 million and $44.1 million portfolio receivable impairment charge recorded as a reduction of revenue in the second quarter of 2008 and the six months ended June 30, 2008, respectively.

Selling, general and administrative expenses (“SG&A”): SG&A expenses increased $12.8 million, or 6.2%, to $219.1 million for the second quarter of 2008, from $206.3 million for the comparable period of 2007. This increase reflected $19.9 million from acquisitions. As a percentage of revenue, SG&A expenses were 39.7% of revenue for both the second quarter of 2008 and 2007.

SG&A expenses increased by $25.8 million, or 6.5%, to $425.2 million for the six months ended June 30, 2008 from $399.4 million for the comparable period of 2007. This increase reflected $36.5 million from acquisitions. As a percentage of revenue, SG&A expenses increased to 39.5% for the six months ended June 30, 2008, compared to 38.8% for the comparable period of 2007. The increase in SG&A as a percentage of revenue was driven primarily by the $44.1 million portfolio receivable impairment charge recorded as a reduction to revenue.

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Selling, general and administrative expenses by business segment:

	For the three months ended June 30,															For the six months ended June 30,
	2008			% of Revenue		2007			% of Revenue		Change			% Change		2008			% of Revenue		2007			% of Revenue		Change			% Change
In thousands:
Communication Services	$	106,563		39.1	%	$	113,481		42.9	%	$	(6,918	)	-6.1	%	$	214,945		38.9	%	$	224,466		41.8	%	$	(9,521	)	-4.2	%
Conferencing Services		87,790		38.2	%		68,544		37.3	%		19,246		28.1	%		158,491		37.2	%		134,055		37.3	%		24,436		18.2	%
Receivables Management		25,715		51.1	%		24,508		33.3	%		1,207		4.9	%		53,431		52.7	%		41,379		30.7	%		12,052		29.1	%
Intersegment eliminations		(978	)	NM			(228	)	NM			(750	)	NM			(1,649	)	NM			(532	)	NM			(1,117	)	NM
Total	$	219,090		39.7	%	$	206,305		39.7	%	$	12,785		6.2	%	$	425,218		39.5	%	$	399,368		38.8	%	$	25,850		6.5	%
NM- Not Meaningful

Communication services SG&A expenses decreased by $6.9 million, or 6.1%, to $106.6 million for the second quarter of 2008 from $113.5 million for the second quarter 2007. This reduction of SG&A was partially due to $4.4 million in lower depreciation and amortization charges. As a percentage of revenue, communication services SG&A expenses decreased to 39.1% for the second quarter of 2008 compared to 42.9% for the comparable period of 2007. Communication services SG&A expenses decreased by $9.5 million, or 4.2%, to $214.9 million for the six months ended June 30, 2008 from $224.5 million for the six months ended June 30, 2007. This reduction of SG&A was partially due to $5.7 million in lower depreciation and amortization charges. The decrease in SG&A for the six months ended June 30, 2008 included $5.4 million of expenses from the acquisitions of WNG, TeleVox and HBF. As a percentage of revenue, communication services SG&A expenses decreased to 38.9% for the six months ended June 30, 2008 compared to 41.8% for the comparable period of 2007.

Conferencing services SG&A for the second quarter of 2008 increased $19.3 million, or 28.1%, to $87.8 million from $68.5 million for the second quarter 2007. As a percentage of revenue, conferencing services SG&A expenses increased to 38.2% for the second quarter of 2008 compared to 37.3% for the comparable period of 2007. Conferencing services SG&A for the six months ended June 30, 2008 increased $24.4 million, or 18.2%, to $158.5 million from $134.1 million for the six months ended June 30, 2007. The increase in SG&A for the three and six months ended June 30, 2008 included $15.8 million from the acquisition of Genesys. As a percentage of revenue, conferencing services SG&A expenses decreased to 37.2% for the six months ended June 30, 2008 compared to 37.3% for the comparable period of 2007.

Receivables management SG&A for the second quarter of 2008 increased $1.2 million, or 4.9%, to $25.7 million from $24.5 million for the second quarter 2007. The increase in SG&A for the three months ended June 30, 2008 reflected $3.0 million from the acquisition of Omnium. As a percentage of revenue, receivables management SG&A increased to 51.1% for the second quarter of 2008, compared to 33.3% for the comparable period in 2007. The increase in SG&A as a percentage of revenue was driven primarily by the $19.8 million portfolio receivable impairment charge as a reduction to revenue. Receivables management SG&A for the six months ended June 30, 2008, increased $12.0 million, or 29.1%, to $53.4 million from $41.4 million for the six months ended June 30, 2007. The increase in SG&A for the six months ended June 30, 2008 reflected $15.2 million from the acquisition of Omnium. As a percentage of revenue, receivables management SG&A increased to 52.7% for the six months ended June 30, 2008, compared to 30.7% for the comparable period in 2007. The increase in SG&A as a percentage of revenue was driven primarily by the $44.1 million portfolio receivable impairment charge as a reduction to revenue.

Operating income: Operating income decreased by $8.4 million, or 9.3%, to $81.2 million for the second quarter of 2008 from $89.6 million for the comparable period of 2007. As a percentage of revenue, operating income decreased to 14.7% for the second quarter of 2008, compared to 17.2% for the corresponding period in 2007. Operating income decreased by $35.9 million, or 19.3%, to $150.3 million for the six months ended June 30, 2008, from $186.2 million for the comparable period of 2007. As a percentage of revenue, operating income

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decreased to 13.9% for the six months ended June 30, 2008, compared to 18.1% for the corresponding period in 2007. The decrease in operating income for the three and six months ended June 30, 2008 was driven primarily by the impairment charge of $19.8 million and $44.1 million, respectively, recorded to establish a valuation allowance against the carrying value of portfolio receivables in our Receivables Management segment.

Operating income by business segment:

	For the three months ended June 30,														For the six months ended June 30,
	2008			% of Revenue		2007		% of Revenue		Change			% Change		2008			% of Revenue		2007		% of Revenue		Change			% Change
In thousands:
Communication Services	$	32,823		12.0	%	$	29,002	11.0	%	$	3,821		13.2	%	$	63,375		11.5	%	$	65,300	12.2	%	$	(1,925	)	-2.9	%
Conferencing Services		58,326		25.4	%		46,896	25.5	%		11,430		24.4	%		109,558		25.7	%		93,594	26.0	%		15,964		17.1	%
Receivables Management		(9,949	)	-19.8	%		13,677	18.6	%		(23,626	)	-172.7	%		(22,666	)	-22.3	%		27,266	20.2	%		(49,932	)	-183.1	%
Total	$	81,200		14.7	%	$	89,575	17.2	%	$	(8,375	)	-9.3	%	$	150,267		13.9	%	$	186,160	18.1	%	$	(35,893	)	-19.3	%

Communication services operating income increased $3.8 million, or 13.2%, to $32.8 million for the second quarter of 2008 from $29.0 million for the second quarter 2007. As a percentage of revenue, communication services operating income increased to 12.0% for the second quarter of 2008, compared to 11.0% for the corresponding period in 2007. Communication services operating income decreased $1.9 million, or 2.9%, to $63.4 million for the six months ended June 30, 2008 from $65.3 million for the comparable period of 2007. As a percentage of revenue, communication services operating income decreased to 11.5% for the six months ended June 30, 2008, compared to 12.2% for the corresponding period in 2007.

Conferencing services operating income for the second quarter of 2008 increased $11.4 million, or 24.4%, to $58.3 million from $46.9 million for the second quarter 2007. As a percentage of revenue, conferencing services operating income decreased to 25.4% for the second quarter of 2008, compared to 25.5% for the corresponding period in 2007. Conferencing services operating income for the six months ended June 30, 2008 increased $16.0 million, or 17.1%, to $109.6 million from $93.6 million for the six months ended June 30, 2007. As a percentage of revenue, conferencing services operating income decreased to 25.7% for the six months ended June 30, 2008, compared to 26.0% for the corresponding period in 2007.

Receivables management operating income (loss) for the second quarter of 2008 decreased $23.6 million, or (172.7%), to ($9.9) million from $13.7 million for the second quarter 2007. As a percentage of revenue, receivables management operating income decreased to (19.8%) for the second quarter of 2008, compared to 18.6% for the comparable period in 2007. Receivables management operating income for the six months ended June 30, 2008 decreased $49.9 million, or (183.1%), to ($22.7) million from $27.3 million for the six months ended June 30, 2007. As a percentage of revenue, receivables management operating income decreased to (22.3%) for the six months ended June 30, 2008, compared to 20.2% for the comparable period in 2007. The decrease in operating income for the three and six months ended June 30, 2008 was driven primarily by the impairment charge of $19.8 million and $44.1 million, respectively, recorded to establish a valuation allowance against the carrying value of portfolio receivables in our Receivables Management segment.

Other income (expense): Other income (expense) includes interest expense from short-term and long-term borrowings under credit facilities and portfolio notes payable, interest income from short-term investments and sub-lease rental income. Other income (expense) for the second quarter of 2008 was ($69.7) million compared to ($79.3) million for the second quarter of 2007. Other income (expense) for the six months ended June 30, 2008 was ($143.4) million compared to ($155.5) million for the six months ended June 30, 2007. The change in other expense for the three and six months ended June 30, 2008 compared to the same period in 2007 was primarily due to interest expense on increased outstanding debt offset by lower interest rates in 2008 than we experienced during the comparable period in 2007.

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Minority interest:We had minority interest income of $1.0 million and $3.7 million for the three and six months ended June 30, 2008, respectively, compared to minority interest expense of $4.3 million and $8.2 million in the comparable 2007 periods. The portfolio receivable impairment for the three and six months ended June 30, 2008 caused a $4.2 and $9.8 million reduction, respectively, in minority interest expense.

Net income: Net income increased $5.2 million, or 207.7%, for the second quarter of 2008 to $7.7 million from net income of $2.5 million for the second quarter of 2007. Net income decreased by $5.0 million, or 43.4%, for the six months ended June 30, 2008 to $6.5 million from net income of $11.5 million for the six months ended June 30, 2007. Net income includes a provision for income tax expense at an effective rate (income tax expense divided by income before income tax and minority interest) of approximately 41.3% and 58.6% for the three and six months ended June 30, 2008, respectively, compared to an effective tax rate of approximately 34.2% and 35.7% for the same periods in 2007. The increase in the effective tax rate for the three and six months ended June 30, 2008 is primarily due to an increase in minority interest income as a percentage of net income before taxes. For the three and six months ended June 30, 2008, our operating effective tax rate (excluding the affect of minority interest) is 38%.

Liquidity and Capital Resources

We have historically financed our operations and capital expenditures primarily through cash flows from operations, supplemented by borrowings under our bank credit facilities and specialized credit facilities established for the purchase of receivable portfolios.

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

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

	For the Six Months Ended June 30,
	2008			2007			Change			% Change
Net cash provided by operating activities	$	70,655		$	127,183		$	(56,528	)	-44.4	%
Net cash used in investing activities	$	(359,851	)	$	(359,243	)	$	(608	)	-0.2	%
Net cash flows provided by financing activities	$	201,162		$	298,645		$	(97,483	)	-32.6	%

Net cash flow from operating activities decreased $56.5 million, or 44.4%, to $70.7 million for the six months ended June 30, 2008, compared to net cash flows from operating activities of $127.2 million for the comparable period in 2007. The decrease in net cash flows from operating activities is primarily due to increases in accounts receivable, other assets and a reduction in accounts payable.

Days sales outstanding, a key performance indicator we utilize to monitor the accounts receivable average collection period and assess overall collection risk, excluding Genesys, was 53 days at June 30, 2008 compared to 54 days at June 30, 2007.

Net cash used in investing activities decreased $0.6 million, or 0.2%, to $359.9 million for the six months ended June 30, 2007, compared to net cash used in investing activities of $359.2 million for the six months ended June 30, 2007. We invested $298.8 million for the purchase and related acquisition costs of HBF and Genesys during the six months ended June 30, 2008 compared to $275.0 million in purchase price and related acquisition costs invested for the acquisitions of WNG, TeleVox and Omnium during the six months ended June 30, 2007. During the six months ended June 30, 2007 we paid the $10.9 million final earn out obligation for the acquisition of Attention, LLC. We invested $56.4 million in capital expenditures during the six months ended June 30, 2008 compared to $47.0 million for the six months ended June 30, 2007. The capital expenditures in 2008 were mainly related to

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telephone switching equipment, computer hardware and software additions and upgrades. Investing activities during the six months ended June 30, 2008 included the purchase of receivable portfolios for $35.1 million and cash proceeds applied to the amortization of receivable portfolios of $30.1 million, compared to $66.1 million for the purchase of receivable portfolios and $38.8 million of cash proceeds applied to the amortization of receivable portfolios during the six months ended June 30, 2007.

Net cash flow from financing activities decreased $97.4 million, to $201.2 million for the six months ended June 30, 2008, compared to net cash flow from financing activities of $298.6 million for the comparable period in 2007. During the six months ended June 30, 2008 net proceeds from the term loan add-on of the senior secured credit facility and the multicurrency revolving credit facility were $199.4 million and were used to finance the Genesys acquisition. During the six months ended June 30, 2007 proceeds from the expansion of our senior secured term loan facility were $300.0 million and were used to finance the WNG, TeleVox and Omnium acquisitions. During the six months ended June 30, 2008, net cash flow used in financing activities was primarily for payments on portfolio notes payable of $39.1 million. During the six months ended June 30, 2007, payments on portfolio notes payable were $39.0 million. Proceeds from the issuance of portfolio notes payable were $29.0 million for the six months ended June 30, 2008 compared to $56.8 million for the same period in 2007.

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

The $2,534.0 million senior secured term loan facility and $250 million senior secured revolving credit facility bear interest at a variable rate. The senior secured term loan facility requires annual principal payments of approximately $25.3 million, paid quarterly, with a balloon payment at the maturity date of October 24, 2013, of approximately $2,365.3 million. The senior secured term loan facility pricing is based on the Company’s corporate debt rating and the grid ranges from 2.75% to 2.125% for LIBOR rate loans, currently priced at LIBOR plus 2.375%, and from 1.75% to 1.125% for base rate loans, currently priced at base rate plus 1.375%.

The senior secured revolving credit facility pricing is based on the Company’s total leverage ratio and the grid ranges from 2.50% to 1.75% for LIBOR rate loans, priced at LIBOR plus 2.25% as of June 30, 2008 and from 1.50% to 0.75% for base rate loans, priced at base rate plus 1.25% as of June 30, 2008. The Company is required to pay each 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 effective annual interest rates, inclusive of debt amortization costs, on the senior secured term loan facility during the three and six months ended June 30, 2008 were 6.47% and 6.70%, respectively, compared to 8.02% and 8.10%, respectively, during the three and six months ended June 30, 2007.

In October 2006, we entered into a three year interest rate swap (cash flow hedge) agreement to convert variable long-term debt to fixed rate debt. We hedged $800.0 million, $700.0 million and $600.0 million for the three years ending October 23, 2007, 2008 and 2009, respectively, at rates from 5.0% to 5.01%. In August 2007, we entered into a two year interest rate swap (cash flow hedge) agreement to convert variable long-term debt to fixed rate debt and hedged an additional $120.0 million at rates from 4.81% to 4.815%. At June 30, 2008 we had $820.0 million of the outstanding $2,523.0 million senior secured term loan facility hedged at rates from 4.81% to 5.01%.

The Company may request additional tranches of term loans or increases to the revolving credit facility in an aggregate amount not to exceed $266.9 million, including the aggregate amount of $35.9 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.

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In May 2008, West and InterCall, entered into Amendment No. 3 (the “Third Amendment”) to our senior secured credit agreement. The terms of the Third Amendment include an expansion of the term loan credit facility by $134.0 million in incremental term loans. The fees included an underwriting fee of 2.0%, a ticking fee of 4.0% which began on March 14, 2008 and ceased on May 16, 2008 and an original issue discount (“OID”) of 3.0%. The pricing of this debt will be Base Rate (as defined in the senior secured term loan facility) or LIBOR (with a floor of 3.5%) plus margin of 4.0% for Base Rate loans and 5.0% for LIBOR loans. The incremental term loan includes call protection for voluntary or mandatory prepayment or scheduled repayment during the first two years following the borrowing date (5.0% premium during the first year and 2.0% premium during the second year). The estimated effective interest rate for this add-on to the term loan `facility is approximately 9.6%. After the expansion of the term loan credit facility, the aggregate facility is $2,534.0 million.

Multicurrency revolving credit facility

In May 2008 InterCall Conferencing Services Limited, a foreign subsidiary of InterCall, entered into a $75.0 million multicurrency revolving credit facility to partially finance the acquisition of Genesys, pay related fees and expenses for general corporate purposes of the foreign subsidiary. The credit facility matures in three years with two one-year additional extensions available upon agreement with the lenders. Interest on the facility is variable based on the leverage ratio of the foreign subsidiary and ranges from 2.0% to 2.75% over the selected optional currency LIBOR (Sterling or Dollar/EURIBOR (Euro)) (subject to an upward adjustment of up to 0.5% in connection with the syndication of the facility). The initial margin was set at 2.75%. The effective annual interest rate, inclusive of debt amortization costs, on the revolving credit facility from inception through June 30, 2008 was 8.53%. The credit facility also includes a commitment fee of 0.5% on the unused balance and includes certain financial covenants which include a maximum leverage ratio, a minimum interest coverage ratio and a minimum revenue test.

Senior Notes

The senior notes consist of $650.0 million aggregate principal amount of 9.5% senior notes due 2014. Interest is payable semiannually.

At any time prior to October 15, 2010, the Company may redeem all or a part of the senior notes, at a redemption price equal to 100% of the principal amount of senior notes redeemed plus the applicable premium and accrued and unpaid interest and all additional interest then owing pursuant to the applicable registration rights agreement, if any, to the date of redemption, subject to the rights of holders of senior notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after October 15, 2010, the Company may redeem the senior notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the 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 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 15 of each of the years indicated below:

Year	Percentage
2010	104.750
2011	102.375
2012 and thereafter	100.000

In addition, until October 15, 2009, the Company may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of senior notes issued by it at a redemption price equal to 109.50% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable date of redemption, subject to the right of holders of senior notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings; provided that at least 65%

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of the sum of the aggregate principal amount of senior notes originally issued under the senior indenture issued under the senior indenture after the issue date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such equity offering.

From time to time, the Company may repurchase outstanding senior notes in open market or privately negotiated transactions on terms to be determined at the time of such repurchase.

Senior Subordinated Notes

The senior subordinated notes consist of $450.0 million aggregate principal amount of 11% senior subordinated notes due 2016. Interest is payable semiannually.

At any time prior to October 15, 2011, the Company may redeem all or a part of the senior subordinated notes at a redemption price equal to 100% of the principal amount of senior subordinated notes redeemed plus the applicable premium and accrued and unpaid interest to the date of redemption, subject to the rights of holders of senior subordinated notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after October 15, 2011, the Company may redeem the senior subordinated notes in whole or in part, at the redemption prices (expressed as percentages of principal amount of the senior subordinated notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable date of redemption, subject to the right of holders of senior subordinated 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 15 of each of the years indicated below:

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

In addition, until October 15, 2009, the Company may, at its option, on one or more occasions redeem up to 35% of the aggregate principal amount of senior subordinated notes issued by it at a redemption price equal to 111% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to the applicable date of redemption, subject to the right of holders of senior subordinated notes of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings (as defined in the senior subordinated indenture); provided that at least 65% of the sum of the aggregate principal amount of senior subordinated notes originally issued under the senior subordinated indenture issued under the senior subordinated indenture after the issue date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such equity offering.

From time to time, the Company may repurchase outstanding senior subordinated notes in open market or privately negotiated transactions on terms to be determined at the time of such repurchase.

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. The total leverage ratio of consolidated total debt to consolidated adjusted earnings before interest expense, share based compensation, taxes, depreciation and amortization, minority interest, non-recurring litigation settlement costs, other non-cash reserves, transaction costs and after acquisition synergies and excluding unrestricted subsidiaries, or (“Adjusted EBITDA”) may not exceed 7.50 to 1.0, and the interest coverage ratio of consolidated Adjusted EBITDA to the sum of consolidated interest expense must exceed 1.25 to 1.0. Both ratios are measured on a rolling four-quarter basis. We were in compliance with the financial covenants at June 30, 2008. These financial covenants will become more restrictive over time. 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 the Company’s capital stock; investments, loans and advances; capital

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expenditures; payment of other debt, including the senior subordinated notes; transactions with affiliates; amendments to material agreements governing the Company’s subordinated indebtedness, including the senior subordinated notes; and changes in the Company’s lines of business.

The senior secured credit facilities include certain customary representations and warranties, affirmative covenants, and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under the Employee Retirement Income Security Act of 1974, 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 the Company’s subordinated debt and a change of control of the Company. 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.

Senior Notes - The senior notes contain covenants limiting, among other things, the Company’s ability and the ability of the Company’s restricted subsidiaries to: incur additional debt or issue certain preferred shares; pay dividends on or make distributions in respect of the Company’s 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 the Company’s assets; enter into certain transactions with the Company’s affiliates; and designate the Company’s subsidiaries as unrestricted subsidiaries.

Senior Subordinated Notes - The senior subordinated indenture contains covenants limiting, among other things, the Company’s ability and the ability of the Company’s restricted subsidiaries to: incur additional debt or issue certain preferred shares; pay dividends on or make distributions in respect of the Company’s 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 the Company’s assets; enter into certain transactions with the Company’s affiliates; and designate the Company’s subsidiaries as unrestricted subsidiaries.

Multicurrency Revolving Credit Facility -InterCall Conferencing Services Limited is required to comply, on a quarterly basis, with a maximum total leverage ratio covenant, a minimum interest coverage ratio covenant and a minimum revenue covenant. The total leverage ratio of InterCall Conferencing Services Limited and its subsidiaries (“InterCall UK Group”) cannot exceed 2.75x, tested as of the last day of each of the first full three quarters ending after the utilization date, 2.50x tested as of the last day of each of the next four fiscal quarters and 2.25x tested as of the last day of each fiscal quarter thereafter. The interest coverage ratio of the InterCall UK Group must be greater than 3.0x as of the end of each quarterly period. The minimum revenue required to be maintained by the InterCall UK Group, as measured on a rolling four-quarter basis, increases over the life of the agreement from £45.0 million in 2008 to £50.0 million in 2010.

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 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 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.

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

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

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

• we could be forced into bankruptcy or liquidation.

At June 30, 2008 our credit ratings and outlook were as follows:

	June 30, 2008
	Corporate Rating/Outlook	Senior Secured Term Loans	Senior Secured Revolver	Senior Unsecured Notes	Senior Subordinated Notes
Moody’s (1)	B2/Stable	B1	B1	Caa1	Caa1
Standard & Poor’s (2)	B+/Stable	BB-	BB-	B-	B-

(1) On May 28, 2008 Moody’s affirmed the current ratings with the acquisition of Genesys.

(2) On May 23, 2008, S&P affirmed its current ratings based on the debt added to acquire Genesys.

Portfolio Notes Payable Facilities.

We maintain through majority-owned subsidiaries revolving financing facilities. Each lender is a minority interest holder in the applicable majority-owned subsidiary. Pursuant to these agreements, we will borrow up to 85% of the purchase price of each receivables portfolio purchase from the lender and we will fund the remaining purchase price. Interest generally accrues on the outstanding debt at a variable rate of 2.75% over prime (3.5% over prime in the case of one facility). The debt is non-recourse and collateralized by all of the assets of the majority-owned subsidiaries, including receivable portfolios within a loan series. Each loan series contains a group of portfolio asset pools that have an aggregate original principal amount of approximately $20 million. These notes mature in 24 to 30 months from the date of origination. At June 30, 2008, we had $110.2 million of non-recourse portfolio notes payable outstanding under these facilities, compared to $120.3 million outstanding at December 31, 2007.

In April, 2008, the primary lender for these portfolio notes payable expressed a desire to modify the terms of the facilities, effective immediately, in a way which would be less favorable to West Corporation. We did not agree to make such modifications, but we do expect the lender to fund its existing forward flow purchase commitments with the existing facilities through the end of 2008.

On May 21, 2008, in order to provide an alternative source of financing for the purchase of receivables from credit originators, we entered into a series of agreements with TOGM, LLC (“TOGM”) pursuant to which TOGM would finance 80% of the purchase price of selected receivables portfolios. TOGM’s shareholders are Mary and Gary West who collectively own approximately 22% of West Corporation.

In connection with the TOGM financing arrangement, the Company and TOGM formed West Receivables Purchasing, LLC (“West Receivables”), which is owned 82% by a subsidiary of the Company and 18% by TOGM. West Receivables is solely engaged in the purchase of portfolios of receivables from credit originators. TOGM has agreed to advance (together with capital contributions pursuant to the West Receivables operating agreement) 80% of the purchase price of selected portfolios limited to $3.0 million per month unless otherwise agreed. West funds the remainder of the purchase price for each portfolio through capital contributions to West Receivables. The West Receivables borrowings are non-recourse, are collateralized by all receivable portfolios within a loan series (as documented by a security agreement between West Receivables and TOGM) and accrue interest at the prime rate plus 3.5%. As of June 30, 2008, there was $0.8 million outstanding under the West Receivables credit agreement bearing a blended interest rate of 8.5%.

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In connection with the formation of West Receivables, West and TOGM entered into an operating agreement pursuant to which the members share in the profits of the portfolio after collection expenses and the repayment of principal and interest in proportion to their respective membership interests. West provides all necessary services to West Receivables, including collection of the receivables pursuant to a servicing agreement.

Contractual Obligations

Primarily due to significant changes resulting from the Genesys acquisition and the related financing arrangements, we have provided an updated table of our contractual obligations at June 30, 2008. The following table summarizes our contractual obligations at June 30, 2008 (dollars in thousands):

	Payment due by period
Contractual Obligations	Total		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years
Senior Secured Term Loan Facility, due 2013	$	2,498,073	$	25,283	$	50,566	$	50,566	$	2,371,658
Senior Secured Revolving Loan Facility, due 2013		25,000		—		—		—		25,000
9.5% Senior Notes, due 2014		650,000		—		—		—		650,000
11% Senior Subordinated Notes, due 2016		450,000		—		—		—		450,000
Multicurrency revolving credit facility, due 2011		76,527		—		76,527		—		—
Interest payments on fixed rate debt		822,125		111,250		222,500		222,500		265,875
Estimated interest payments on variable rate debt (1)		898,191		165,941		335,425		346,988		49,837
Operating leases		159,806		39,293		51,561		21,198		47,754
Capital lease obligations		808		673		135		—		—
Contractual minimums under telephony agreements (2)		181,750		85,000		96,750		—		—
Purchase obligations (3)		68,232		66,983		1,249		—		—
Portfolio notes payable		110,184		84,920		25,264		—		—
Commitments under forward flow agreements (4)		18,060		18,060		—		—		—
Total contractual cash obligations	$	5,958,756	$	597,403	$	859,977	$	641,252	$	3,860,124

(1) Interest rate assumptions based on July 10, 2008 LIBOR U.S. dollar swap rate curves and LIBOR Euro and GBP swap rate curves for the next five years.

(2) Based on projected telephony minutes through 2011. 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.

(4) Up to 85% of this obligation could be funded by non-recourse financing.

The table above excludes amounts paid for income tax contingencies because the timing is highly uncertain. At June 30, 2008, we have accrued $16.9 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 $56.4 million for the six months ended June 30, 2008. Capital expenditures were $47.0 million for the six months ended June 30, 2007. We currently estimate our capital expenditures for the remainder of 2008 to be approximately $48.0 to $66.5 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 $266.9 million, including the aggregate amount of $35.9

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million of principal payments previously made in respect of the term loan facility, incur capital lease indebtedness, finance acquisitions, construction, repair, replacement or improvement of fixed or capital assets, incur accounts receivable securitization indebtedness and non-recourse indebtedness; provided, we are in pro forma compliance with our total leverage ratio and interest coverage ratio financial covenants.

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.

Off – Balance Sheet Arrangements

We utilize standby letters of credit to support primarily workers’ compensation policy requirements and certain operating leases. These standby letters of credit will expire at various dates through June 2010 and are renewed as required. The outstanding commitment on these standby letters of credit at June 30, 2008 was $10.8 million. The standby by letters of credit are the only off-balance sheet arrangements we participate in at June 30, 2008.

CRITICAL ACCOUNTING POLICIES

The process of preparing financial statements requires the use of estimates on the part of management. The estimates used by management are based on our historical experience 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, stock options 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, 2007.

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.

Interest Rate Risk

As of June 30, 2008, we had $2,498.1 million outstanding under our senior secured term loan facility, $25.0 million outstanding under our senior secured revolving credit facility and $76.5 million outstanding under our multicurrency revolving credit facility, $650.0 million outstanding under our 9.5% senior notes, $450.0 million outstanding under our 11% senior subordinated notes and $110.2 million outstanding under the portfolio notes payable facilities.

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Long-term obligations at variable interest rates subject to interest rate risk and the impact of a 50 basis point change in the variable interest rate, in thousands, at June 30, 2008 consist of the following:

	Outstanding at variable interest rates (1)		Quarterly Impact of a 0.5% change in the variable interest rate
Senior Secured Term Loan Facility	$	1,703,073	$	2,128.8
Multicurrency revolving credit facility		76,527		95.7
Portfolio Notes Payable Facilities		110,184		137.7
Variable rate debt	$	1,889,784	$	2,362.2

(1) Net of $820.0 million interest rate swaps

Foreign Currency Risk

On June 30, 2008, the Communication Services segment had no material revenue or assets outside the United States. The facilities in Canada, Jamaica and the Philippines serve a number of U.S. based clients and while the contracts with these clients are priced in U.S. dollars, a substantial portion of the costs incurred to render services under these contracts are denominated in the local currency, which represents a foreign exchange exposure. Subsequent to June 30, 2008 the facility in Canada was closed.

The Conferencing Services segment conducts business in countries outside of the United States. Revenues and expenses from these foreign operations are typically denominated in local currency, thereby creating exposure to changes in exchange rates. Generally, we do not attempt to hedge the foreign currency translations. Changes in exchange rates may positively or negatively affect our revenues and net income attributed to these subsidiaries.

At June 30, 2008, our Receivables Management segment operated facilities in the United States only.

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 Executive Vice President - 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. We acquired Genesys S.A. (“Genesys”) on May 22, 2008, and it represented approximately 14% of our total assets as of June 30, 2008. As the acquisition occurred during the last 12 months, the scope of our assessment of the effectiveness of internal control over financial reporting does not include Genesys. This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of acquisition. Based upon that evaluation, our Chief Executive Officer and Executive Vice President - Chief Financial Officer and Treasurer concluded that, as of June 30, 2008, our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic Securities and Exchange Commission filings.

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.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Sanford v. West Corporation et al., No. GIC 805541, was filed February 13, 2003 in the San Diego County, California Superior Court. The original complaint alleged violations of the California Consumer Legal Remedies Act, Cal. Civ. Code §§ 1750 et seq., unlawful, fraudulent and unfair business practices in violation of Cal. Bus. & Prof. Code §§ 17200 et seq., untrue or misleading advertising in violation of Cal. Bus. & Prof. Code §§ 17500 et seq., and common law claims for conversion, unjust enrichment, fraud and deceit, and negligent misrepresentation, and sought monetary damages, including punitive damages, as well as restitution, injunctive relief and attorneys fees and costs. The complaint was brought on behalf of a purported class of persons in California who were sent a Memberworks, Inc. (“MWI”) membership kit in the mail, were charged for an MWI membership program, and were allegedly either customers of what the complaint contended was a joint venture between MWI and West Corporation or West Telemarketing Corporation (“WTC”) or wholesale customers of West Corporation or WTC.

On February 16, 2007, after receiving briefing and hearing argument on class certification, the trial court certified a class consisting of “All persons in California, who, after calling defendants West Corporation and West Telemarketing Corporation (collectively “West” or “defendants”) to inquire about or purchase another product between September 1, 1998 through July 2, 2001, were; (a) sent a membership kit in the mail; (b) charged for an MWI membership program; and (c) customers of a joint venture between MWI and West or were wholesale customers of West (the “Class”). Not included in the Class are defendants and their officers, directors, employees, agents and/or affiliates.” On March 19, 2007, West and WTC filed a Petition for Writ of Mandate and Request for Stay asking the appellate court to first stay and then order reversal of the Superior Court’s class certification Order. However, this Petition was denied on June 8, 2007. Thereafter, on June 18, 2007, West and WTC filed a Petition for Review and Request for Stay in the California Supreme Court, but this Petition was denied on June 27, 2007. Discovery in the Superior Court as to the facts of the case is almost complete and expert discovery remains.

Brandy L. Ritt, et al. v. Billy Blanks Enterprises, et al.was filed in January 2001 in the Court of Common Pleas in Cuyahoga County, Ohio, against two of our clients. The suit, a purported class action, was amended for the third time in July 2001 and West Corporation was added as a defendant at that time. The suit, which seeks statutory, compensatory, and punitive damages as well as injunctive and other relief, alleges violations of various provisions of Ohio’s consumer protection laws, negligent misrepresentation, fraud, breach of contract, unjust enrichment and civil conspiracy in connection with the marketing of certain membership programs offered by our clients. On February 6, 2002, the court denied the plaintiffs’ motion for class certification. On July 21, 2003, the Ohio Court of Appeals reversed and remanded the case to the trial court for further proceedings. The plaintiffs filed a Fourth Amended Complaint naming West Telemarketing Corporation as an additional defendant and a renewed motion for class certification. One of the defendants, NCP Marketing Group (“NCP”), filed for bankruptcy and on July 12, 2004 removed the case to federal court. Plaintiffs filed a motion to remand the case back to state court. On August 30, 2005, the U.S. Bankruptcy Court for the District of Nevada remanded the case back to the state court in Cuyahoga County, Ohio. The Bankruptcy Court also approved a settlement between the named plaintiffs and NCP and two other defendants, Shape The Future International LLP and Integrity Global Marketing LLC. West Corporation and West Telemarketing Corporation filed motions for judgment on the pleadings and a motion for summary judgment. On March 28, 2006, the state trial court certified a class of Ohio residents. West and WTC filed a notice of appeal from that decision, and plaintiffs cross-appealed. On April 20, 2006, prior to the appeal on the class certification issue, the trial court denied West and WTC’s motion for judgment on the pleadings. The appeal was briefed and was then argued on February 26, 2007. On April 12, 2007, the Court of Appeal affirmed in part and reversed in part

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the trial court’s Order. The Court of Appeal ordered certification of a class of: “All residents of Ohio who, from September 1, 1998 through July 2, 2001 (a) called a toll-free number, marketed by West and MWI, to purchase any Tae-Bo product; (b) purchased a Tae-Bo product; (c) subsequently were enrolled in an MWI membership program; and (d) were charged for the MWI membership on their credit/debit card. Not included in the class are defendants, and their officers, directors, employees, agents, and/or affiliates.” West and WTC sought review of this ruling by the Ohio Supreme Court, however, on October 3, 2007, the Ohio Supreme Court declined to review the case. West and WTC’s summary judgment motion remains pending.

West Corporation and WTC have engaged in extensive mediation and negotiations with plaintiffs’ counsel and, as a result, believe that a final settlement may be reached that will resolve theSanford andRitt class actions discussed above.

In connection with the proposed resolution of theSanford andRittcases, the parties have executed a Memorandum of Understanding (“MOU”) regarding the terms of a proposed agreement and are currently working on completing the documentation, including a settlement agreement, necessary to effectuate a full settlement, release and dismissal. The proposed settlement involves modification of the class definitions in these actions, and would require the approval of the Court of Common Pleas in Cuyahoga County, Ohio, and the San Diego County, California Superior Court. Upon the completion and execution of a settlement agreement contemplated by the MOU and the finalization of the related documentation, the parties will then begin the process of seeking necessary court approvals. As a result of the settlement negotiations, which transpired in the fourth quarter of 2007, West recorded a $20.0 million accrued liability and a $5.0 million asset for expected insurance proceeds at December 31, 2007, and there were no significant changes during the first six months of 2008.

Federal Communications Commission Review of Universal Service Administrator On January 15, 2008 the Universal Service Administrative Company’s (“USAC”) “Administrator’s Decision on Contributor Issue” concluded that InterCall’s audio bridging services are toll teleconferencing services and consequently, InterCall is required to report its revenues to USAC and pay universal service on end user telecommunications revenues. USAC’s decision ordered InterCall to submit the appropriate forms, including previously due forms, within 60 days of the administrator’s decision. On March 17, 2008 the Wireline Competition Bureau staff informed West and USAC by phone that InterCall need not file the appropriate forms with USAC until written instructions are received from the FCC. On March 19, 2008, West was provided a copy of a letter from the FCC to USAC, requesting USAC to hold in abeyance for 90 days its decision against InterCall, pending further FCC action. On June 19, 2008 the FCC extended the temporary abeyance until July 1, 2008. On June 30, 2008 the FCC ordered that stand-alone providers of audio bridging services have a direct USF contribution obligation. The FCC ordered that conferencing providers begin to submit the appropriate forms to USAC beginning August 1, 2008. The FCC order specifically stated the order would not apply retroactively. West filed its report of revenue with USAC on August 1, 2008.

Tammy Kerce v. West Telemarketing Corporation was filed on June 26, 2007 in the United States District Court for the Southern District of Georgia, Brunswick Division. Plaintiff, a former home agent, alleges that she was improperly classified as an independent contractor instead of an employee and is therefore entitled to minimum wage and overtime compensation. Plaintiff seeks to have the case certified as a collective action under the Fair Labor Standards Act. Plaintiff’s suit seeks statutory and compensatory damages. On December 21, 2007, Plaintiff filed a Motion for Conditional Certification in which she requested that the Court certify a class of all West home agents who were classified as independent contractors for the prior three years for purposes of notice and discovery. West filed its Response in Opposition to the Motion for Conditional Certification on February 11, 2008. The Court granted the Plaintiff’s Motion for Conditional Certification on May 21, 2008. As a result, individual agents will receive notice of the suit and have an opportunity to join or not join the suit. After discovery, West will have an opportunity to seek to decertify the class before trial. West Corporation is currently unable to predict the outcome or reasonably estimate the possible loss, if any, or range of losses associated with this claim.

Department of Labor Inquiry. On January 18, 2008 West Corporation was contacted by the United States Department of Labor indicating that an investigation would begin relating to the classification of home agents as independent contractors. West terminated all independent contractors in September of 2007. All home agents are

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currently classified as employees. West responded to the Department of Labor’s inquiry and requests for information. The Department of Labor has not filed any action against West. At the present time, West does not anticipate further action by the Department of Labor.

Item 1A. Risk Factors

You should carefully consider the risks described below and those disclosed under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2007. If any of the risks occur, our business, financial condition, liquidity and results of operations could be seriously harmed.

• The financial results of our Receivables Management segment depend on our ability to purchase and finance charged-off receivable portfolios on acceptable terms and in sufficient amounts. If we are unable to do so, our business, results of operations and financial condition could be adversely affected.

• Because of the length of time involved in collecting charged-off consumer receivables on acquired portfolios and the volatility in the timing of our collections, we may not be able to identify trends and make changes in our purchasing strategies in a timely manner. In addition, changes in expected collection rates on portfolios held by us may cause us to record allowances for impairment against carrying values of these portfolios.

• We may not be able to compete successfully in our highly competitive industries.

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

• 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.

• Our business, results of operations and financial condition could be adversely affected if we are unable to maximize the use of our contact centers.

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

• Our ability to recover charged-off consumer receivables may be limited under federal and state laws.

• 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.

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• We depend on 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.

• Increases in labor costs and turnover rates could adversely affect our business, results of operations and financial condition.

• 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.

• The results of operations of the foreign operations are exposed to foreign exchange rate fluctuations as the financial results of the applicable subsidiaries are translated from the local currency into U.S. dollars upon consolidation. As exchange rates vary, sales and other operating results, when translated, may differ materially from expectations. In addition, the Company is subject to gains and losses on foreign currency transactions, which could vary based on fluctuations in exchange rates and the timing of the transactions and their settlement.

• A large portion of our revenues are generated from a limited number of clients, and the loss of one or more key clients would result in the loss of net revenues.

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

• Our data and contact centers are exposed to interruption.

• Acts of terrorism or war could adversely affect our business, results of operations and financial condition.

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

• Our technology and services may infringe upon the intellectual property rights of others.

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

• If we are unable to complete future acquisitions, our business strategy and earnings may be negatively affected.

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

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• We may not be able to generate sufficient cash to service all of our indebtedness, including the senior notes and senior subordinated notes, 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.

• The notes and the related guarantees are effectively subordinated to all of our secured debt and if a default occurs, we may not have sufficient funds to fulfill our obligations under the notes and the related guarantees.

• The senior notes and senior subordinated notes are structurally subordinated to all indebtedness of our existing or future subsidiaries that do not become guarantors of the senior notes and senior subordinated notes.

• If we default on our obligations to pay our indebtedness, we may not be able to make payments on the senior notes and senior subordinated notes.

• We may not be able to repurchase the senior notes and senior subordinated notes upon a change of control.

• The lenders under our senior secured credit facilities have the discretion to release the guarantors under our senior secured credit facilities in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the senior notes and senior subordinated notes.

Item 6. Exhibits

10.01	Security Agreement from West Receivables Purchasing, LLC as Debtor, to and for the benefit of TOGM, LLC, as Secured Party, dated as of May 21, 2008
10.02	Credit Agreement By and Between West Receivables Purchasing, LLC as Borrower, and TOGM, LLC, as Lender, dated as of May 21, 2008
10.03	Servicing Agreement By and Among West Asset Management, Inc., as Servicer, West Receivables Purchasing, LLC, as Borrower, and TOGM, LLC, as Lender, dated as of May 21, 2008
10.04	Form of Promissory Note between West Receivables Purchasing, LLC and TOGM, LLC
10.05	Operating Agreement of West Receivables Purchasing, LLC
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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

By:	/s/ Paul M. Mendlik
	Paul M. Mendlik
	Executive Vice President - Chief Financial Officer and Treasurer

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

Date: August 14, 2008

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EXHIBIT INDEX

Exhibit Number	Description
10.01	Security Agreement from West Receivables Purchasing, LLC as Debtor, to and for the benefit of TOGM, LLC, as Secured Party, dated as of May 21, 2008
10.02	Credit Agreement By and Between West Receivables Purchasing, LLC as Borrower, and TOGM, LLC, as Lender, dated as of May 21, 2008
10.03	Servicing Agreement By and Among West Asset Management, Inc., as Servicer, West Receivables Purchasing, LLC, as Borrower, and TOGM, LLC, as Lender, dated as of May 21, 2008
10.04	Form of Promissory Note between West Receivables Purchasing, LLC and TOGM, LLC
10.05	Operating Agreement of West Receivables Purchasing, LLC
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

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