UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 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  x

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

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

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

At April 25, 2008, 87,346,564.7 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
Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2008 and 2007 (unaudited)	4
Condensed Consolidated Balance Sheets - March 31, 2008 (unaudited) and December 31, 2007	5
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 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	34
Item 3. Quantitative and Qualitative Disclosures About Market Risk	46
Item 4. Controls and Procedures	47
PART II. OTHER INFORMATION	48
Item 1. Legal Proceedings	48
Item 1A. Risk Factors	50
Item 5. Other Information	52
Item 6. Exhibits	52
SIGNATURES	53
EXHIBIT INDEX	54

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 March 31, 2008, and the related condensed consolidated statements of operations and cash flows for the three-month periods ended March 31, 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

May 7, 2008

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WEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

(UNAUDITED)

	Three Months Ended March 31,
	2008			2007
REVENUE	$	525,755		$	508,633
COST OF SERVICES		250,560			218,985
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		206,128			193,063
OPERATING INCOME		69,067			96,585
OTHER INCOME (EXPENSE):
Interest income		1,240			3,261
Interest expense		(74,159	)		(80,189	)
Other, net		(806	)		668
Other expense		(73,725	)		(76,260	)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST		(4,658	)		20,325
INCOME TAX EXPENSE (BENEFIT)		(739	)		7,408
INCOME (LOSS) BEFORE MINORITY INTEREST		(3,919	)		12,917
MINORITY INTEREST IN NET INCOME (LOSS)		(2,715	)		3,898
NET INCOME (LOSS)	$	(1,204	)	$	9,019

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

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WEST CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(AMOUNTS IN THOUSANDS)

(UNAUDITED)

	March 31, 2008			December 31, 2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	126,521		$	141,947
Trust cash		13,298			10,358
Accounts receivable, net of allowance of $6,156 and $ 6,471		300,147			289,480
Portfolio receivables, current portion		70,047			77,909
Deferred income taxes receivable		30,960			33,718
Other current assets		57,771			44,463
Total current assets		598,744			597,875
PROPERTY AND EQUIPMENT:
Property and equipment		854,775			827,458
Accumulated depreciation and amortization		(553,138	)		(528,813	)
Total property and equipment, net		301,637			298,645
PORTFOLIO RECEIVABLES, NET OF CURRENT PORTION		121,744			132,233
GOODWILL		1,331,117			1,329,978
INTANGIBLE ASSETS, net of accumulated amortization of $173,049 and $ 156,553		319,909			336,407
OTHER ASSETS		140,469			151,352
TOTAL ASSETS	$	2,813,620		$	2,846,490
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	44,202		$	60,979
Accrued expenses		242,542			245,044
Current maturities of long-term debt		23,943			23,943
Current maturities of portfolio notes payable		87,981			77,219
Income tax payable		2,810			2,895
Total current liabilities		401,478			410,080
PORTFOLIO NOTES PAYABLE, less current maturities		34,510			43,092
LONG-TERM OBLIGATIONS, less current maturities		3,446,451			3,452,437
DEFERRED INCOME TAXES		79,099			90,774
OTHER LONG-TERM LIABILITIES		59,333			47,523
Total liabilities		4,020,871			4,043,906
COMMITMENTS AND CONTINGENCIES (Note 11)
MINORITY INTEREST		8,293			12,937
CLASS L COMMON STOCK $0.001 PAR VALUE, 100,000 SHARES AUTHORIZED, 9,898 SHARES ISSUED AND OUTSTANDING		1,062,574			1,029,782
STOCKHOLDERS’ DEFICIT
Class A common stock $0.001 par value, 400,000 shares authorized, 87,343 and 87,223 shares issued and outstanding		87			87
Additional paid-in capital		—			—
Retained deficit		(2,263,997	)		(2,231,302	)
Accumulated other comprehensive loss		(14,155	)		(8,920	)
Treasury stock at cost (8 and 0 shares)		(53	)		—
Total stockholders’ deficit		(2,278,118	)		(2,240,135	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,813,620		$	2,846,490

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

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WEST CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)

(UNAUDITED)

	Three Months Ended March 31,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(1,204	)	$	9,019
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation		24,719			25,058
Amortization		17,486			12,773
Allowance for impairment of purchased accounts receivable		24,240			—
Deferred income tax expense (benefit)		(4,159	)		6,690
Minority interest in earnings (loss), net of distributions of $1,928 and $4,178		(4,643	)		(280	)
Provision for share based compensation		312			310
Debt amortization		3,621			3,751
Other		(88	)		(437	)
Changes in operating assets and liabilities, net of business acquisitions:
Accounts and notes receivable		(10,667	)		(4,916	)
Other assets		(15,423	)		(7,620	)
Accounts payable		(16,777	)		629
Accrued expenses, other liabilities and income tax payable		6,605			36,951
Net cash flows from operating activities		24,022			81,928
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired of $0 and $6,180		(64	)		(152,745	)
Purchases of portfolio receivables		(22,524	)		(36,857	)
Collections applied to principal of portfolio receivables		16,635			20,050
Purchases of property and equipment		(30,451	)		(21,265	)
Other		381			876
Net cash flows from investing activities		(36,023	)		(189,941	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt		—			165,000
Proceeds from issuance of portfolio notes payable		20,352			31,520
Payments of portfolio notes payable		(18,173	)		(16,109	)
Principal payments on the senior secured term loan facility		(5,986	)		(5,663	)
Debt issuance costs		—			(1,350	)
Other		(418	)		(4,781	)
Net cash flows from financing activities		(4,225	)		168,617
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		800			21
NET CHANGE IN CASH AND CASH EQUIVALENTS		(15,426	)		60,625
CASH AND CASH EQUIVALENTS, Beginning of period		141,947			214,932
CASH AND CASH EQUIVALENTS, End of period	$	126,521		$	275,557
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	35,868		$	23,456
Cash paid (received) during the period for income taxes, net of $676 and 8,707 refunds	$	3,529		$	(6,730	)

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, the United Kingdom, Canada, Singapore, Australia, Hong Kong, Japan, New Zealand, Germany, Mexico and India.

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 months ended March 31, 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.

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. We follow American Institute of Certified Public Accountants Statement of Position 03-3, “Accounting for Loans or Certain Securities Acquired in a Transfer” (“SOP 03-3”). SOP 03-3 requires that a valuation allowance be taken for decreases in expected cash flows or change in timing of cash flows which would otherwise require a reduction in the stated yield on a portfolio pool. 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 internal rate of return (“IRR”). This updated IRR must be used for subsequent impairment testing. 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.

8

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

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 March 31, 2008, the 12% priority return preference has been accreted and included in the Class L share balance.

9

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

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. 160 Noncontrolling 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.

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, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). 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.

10

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2. ACQUISITIONS

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.

Omnium is a provider of revenue cycle management solutions to the insurance, financial services, communications and healthcare industries and of overpayment identification and claims subrogation to the insurance industry. Omnium utilizes proprietary technology, data models and business processes to improve its clients’ cash flows. Omnium also provides services of identifying and processing probate claims on behalf of credit grantors.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at May 1, 2007. 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 1, 2007
Cash	$	15,230
Other current assets		23,257
Property and equipment		10,262
Intangible assets		69,497
Goodwill		94,265
Total assets acquired		212,511
Current liabilities		31,855
Capital lease obligations		933
Non-current deferred taxes		25,847
Total liabilities assumed		58,635
Net assets acquired	$	153,876

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 Omnium included their position in a large and growing market and margin expansion opportunities due to additional scale.

11

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

TeleVox

On March 1, 2007, we completed our previously announced acquisition of all of the outstanding shares of TeleVox Software, Incorporated (“TeleVox”) pursuant to the Agreement and Plan of Merger, dated as of January 31, 2007, by and among West Corporation, Ringer Acquisition Corp., a wholly owned subsidiary of West Corporation, and TeleVox. The purchase price, net of cash received of $5.2 million and transaction costs, was approximately $128.9 million in cash. We funded the acquisition with cash on hand and the proceeds from the amended senior secured term loan facility. The results of TeleVox’s operations have been included in our consolidated financial statements in the Communications Services segment since March 1, 2007. During the quarter ended March 31, 2008, the allocation of the purchase price was finalized with no significant adjustments from those reported at December 31, 2007.

CenterPost

On February 1, 2007, we completed our previously announced acquisition of all of the outstanding shares of CenterPost Communications, Inc. (“CenterPost”) pursuant to the Agreement and Plan of Merger, dated as of January 31, 2007, by and among West Corporation, Platinum Acquisition Corp., a wholly owned subsidiary of West Corporation, and CenterPost. The purchase price, net of cash received of $1.0 million and transaction costs, was approximately $22.3 million in cash. We funded the acquisition with cash on hand. The results of CenterPost’s operations have been included in our consolidated financial statements in the Communications Services segment since February 1, 2007. On April 2, 2007 CenterPost changed its name to West Notifications Group, Inc. (“WNG”). During the quarter ended March 31, 2008, the allocation of the purchase price was finalized with no significant adjustments from those reported at December 31, 2007.

Pro forma

On May 4, 2007, March 1, 2007 and February 1, 2007, we acquired 100% of the common shares of Omnium, TeleVox and WNG, respectively. Assuming the acquisitions occurred as of the beginning of the period presented, our unaudited pro forma results of operations for the three months ended March 31, 2007 would have been, in thousands:

	Three months ended March 31, 2007
Revenue	$	534,367
Net Income	$	4,158

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.

12

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents the activity in goodwill by reporting segment in thousands for the three months ended March 31, 2008:

	Communication Services		Conferencing Services		Receivables Management		Consolidated
Balance at December 31, 2007	$	555,916	$	544,119	$	229,943	$	1,329,978
Purchase accounting adjustments		945		—		194		1,139
Balance at March 31, 2008	$	556,861	$	544,119	$	230,137	$	1,331,117

Other intangible assets

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

	As of March 31 , 2008							Weighted Average Amortization Period (Years)
Intangible assets	Acquired Cost		Accumulated Amortization			Net Intangible Assets
Customer lists	$	354,668		$(140,410)		$	214,258	9.0
Technology		49,869		(15,191	)		34,678	6.7
Trade names		54,285		—			54,285	Indefinite
Patents		14,963		(6,969	)		7,994	17.0
Trade names		9,310		(3,518	)		5,792	4.4
Other intangible assets		9,86 3		(6,961	)		2,902	5.8
Total	$	492,958	$	(173,049	)	$	319,909
	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		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

13

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Amortization expense for finite-lived intangible assets was $16.5 million and $11.6 million for the three months ended March 31, 2008 and 2007, respectively. Estimated amortization expense for the intangible assets acquired in all acquisitions for 2008 and the next five years is as follows:

2008	$58.9 million
2009	$51.6 million
2010	$37.7 million
2011	$26.5 million
2012	$20.0 million
2013	$17.2 million

4. PORTFOLIO RECEIVABLES

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

	Three months ended March 31, 2008			Twelve months ended December 31, 2007
Beginning of period	$	210,142		$	149,657
Cash purchases		2,750			20,107
Non recourse borrowing purchases		20,352			108,812
Recoveries		(43,463	)		(183,776	)
Proceeds from portfolio sales, net of putbacks		(6,412	)		(28,848	)
Revenue recognized		33,240			148,232
Portfolio allowances		(24,240	)		(2,535	)
Purchase putbacks		(578	)		(1,507	)
Balance at end of period		191,791			210,142
Less: current portion		(70,047	)		(77,909	)
Portfolio receivables, net of current portion	$	121,744		$	132,233

During the quarter ended March 31, 2008, we recorded a $24.2 million reduction in revenue in our Receivables Management segment as an allowance for impairment of purchased accounts receivable. This impairment was due to reduced liquidation rates and reduced future collection estimates on existing portfolios associated with 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. In addition, minority interest was reduced by $5.6 million to account for the minority owner’s share of this impairment. The following presents the change in the portfolio allowance of portfolio receivables, in thousands:

	Three months ended March 31, 2008		Twelve months ended December 31, 2007
Beginning of period balance	$	2,535	$	—
Additions		24,240		2,535
Recoveries		—		—
Balance at end of period	$	26,775	$	2,535

14

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5. ACCRUED EXPENSES

Accrued expenses in thousands consisted of the following as of:

	March 31, 2008		December 31, 2007
Accrued wages	$	39,071	$	56,463
Interest payable		71,419		36,900
Deferred revenue		19,148		23,574
Accrued phone		17,758		21,949
Accrued settlements		20,938		21,244
Accrued other taxes (non-income related)		15,712		17,921
Accrued employee benefit costs		15,398		13,745
Interest rate hedge position		7,260		15,970
Customer deposits		4,360		4,444
Other current liabilities		31,478		32,834
	$	242,542	$	245,044

6. LONG-TERM OBLIGATIONS

Long-term debt is carried at amortized cost. The senior secured term loan facility consists of $2.37 billion aggregate principal amount at a variable rate due 2013. The senior notes consist of $650.0 million aggregate principal amount of 9.5% senior notes due 2014. Interest is payable semiannually. The senior subordinated notes consist of $450.0 million aggregate principal amount of 11% senior subordinated notes due 2016.

Incremental Term Loan

On February 19, 2008 we announced we will be seeking to acquire Genesys S.A. (Euronext Eurolist: FR0004270270) (“Genesys”), a leading global multimedia collaboration service provider, and combine its business with the business of one of our subsidiaries, InterCall, Inc. (“InterCall”). We made a cash tender offer of €2.50 per ordinary share and for the American Depositary Shares (ADSs) at the U.S. dollar (“USD”) equivalent. For that purpose, West International Holdings Limited, an indirect wholly-owned subsidiary of West, filed with the French Autorité des Marchés Financiers (the “AMF”) a draft Tender Offer Prospectus (Projet de Note d’information). Genesys’ board of directors has unanimously expressed support for this project, authorized the execution of a tender offer agreement between the two companies and recommended the offer to its shareholders. The total transaction value, excluding transaction expenses, is approximately €182.9 million (approximately U.S. $288.5 million at March 31, 2008) and is expected to be funded with a combination of our cash on hand (EURO and USD) and our bank credit facilities. We have secured a commitment under our existing credit facility for an incremental term loan which will provide $125.0 million, net of fees, which will be used in connection with the financing of the transactions contemplated by the tender offer agreement. The loan would be subject to the same covenants and would mature on the same date as our other term loans outstanding under such facility. We expect to close the transaction during the second quarter.

Terms of the incremental term loans, if executed, will permit us to elect that the loans bear interest at a rate per annum equal to: (i) the Base Rates (as defined in the existing credit facility) plus the Applicable Margins (“Base Rate Loans”); or (ii) the Eurocurrency Rates (as defined in the existing credit facility) (with a floor of 3.5%) plus the Applicable Margins (“LIBOR Loans”). “Applicable Margin” means a per annum rate equal to (i) 4.00%, in the case of Base Rate Loans, and (ii) 5.00%, in the case of LIBOR Loans. The Incremental Term Loans will be issued at an original issue discount of 97%. For Base Rate Loans, interest payments are made quarterly in arrears. For LIBOR Loans, interest payments are due on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period. The estimated effective interest rate for this facility is approximately 9.6%.

15

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Multicurrency Revolving Credit Facility

Subsequent to March 31, 2008, InterCall Conferencing Services Limited, a foreign subsidiary of InterCall, entered into commitment for a $75.0 million multicurrency revolving credit facility to partially finance the acquisition of Genesys, related fees and expenses for general corporate purposes of the foreign subsidiary. The credit facility is expected to be finalized prior to the closing of the acquisition of Genesys. 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). The initial margin is expected to be set at 2.75 %. The estimated effective interest rate for this facility is approximately 8.2%. The credit facility also includes a commitment fee of 0.5% on the unused balance and certain financial covenants which include a maximum leverage ratio, a minimum interest coverage ratio and a minimum revenue test.

Foreign currency forward exchange contract

In connection with our cash tender offer for the acquisition of Genesys in February 2008, we entered a foreign currency forward exchange contract (cash flow hedge) to manage the currency exposure associated with our tender offer for Genesys which is denominated in the Euro. Under the contract West will buy €100.0 million in exchange for $150.885 million. At March 31, 2008 this contract was recorded at fair value based on the spot rate of €1.5775 to $1 with an immaterial gain reflected in other income to the extent the hedge was ineffective, the effective portion recorded in comprehensive income net of tax and the asset of $6.3 million recorded as an other current asset.

Interest Rate Protection

In October 2006 we entered into a three-year interest rate swap to hedge the cash flows from our variable rate debt, which effectively converted the hedged portion to fixed rate debt on our outstanding senior secured term loan facility. In August 2007 we entered into an additional two-year interest rate swap with the same objective of converting the hedged portion to fixed rate debt. The initial assessment of hedge effectiveness was performed using regression analysis. The periodic measurements of hedge ineffectiveness are performed using the change in variable cash flows method. The October 2006 swap agreements hedge notional amounts of $800.0 million, $700.0 million and $600.0 million for the three years ending October 23, 2007, 2008, 2009, respectively. The August 2007 swap agreements hedge notional amounts of $120.0 million for the twenty-four months ending August 28, 2009. In accordance with SFAS 133, these cash flow hedges are recorded at fair value with a corresponding entry, net of taxes, recorded in other comprehensive income until earnings are affected by the hedged item. At March 31, 2008, our gross fair value liability position was approximately $30.6 million compared to $16.0 million at December 31, 2007. We experienced no ineffectiveness during the three months ended March 31, 2008 or for the same period in 2007.

The following chart summarizes interest rate hedge transactions, in thousands, effective during 2008 and 2007:

Accounting Method	Effective Dates	Notional Amount		Fixed Interest Rate	Status
Change in variable cash flow	10/24/06-10/24/07	$	800,000	5.0% - 5.01%	Outstanding
Change in variable cash flow	10/24/07-10/24/08	$	700,000	5.0% - 5.01%	Outstanding
Change in variable cash flow	10/24/08-10/24/09	$	600,000	5.0% - 5.01%	Outstanding
Change in variable cash flow	8/28/07-8/28/09	$	120,000	4.81% - 4.815%	Outstanding

16

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

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

Trading Securities (Asset). The assets held in the West Corporation Executive Retirement Savings Plan and the West Corporation Non-qualified Deferred Compensation Plan represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with 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.

Foreign currency forward exchange contract. The fair value of the foreign exchange forward contract is based on the spot rate of the Euro on March 31, 2008, therefore, the fair value of this contract is determined by a Level 1 input.

17

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 March 31, 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	$	11,521	$	11,521	$	—	$	—	$	11,521
Foreign currency forward exchange contracts		6,306		6,306		—		—		6,306
Total assets at fair value	$	17,827	$	17,827	$	—	$	—	$	17,827
Liabilities
Trading securities	$	11,521	$	11,521	$	—	$	—	$	11,521
Interest rate swaps		30,606		—		30,606		—		30,606
Total liabilities at fair value	$	42,127	$	11,521	$	30,606	$	—	$	42,127

Effective January 1, 2008, we also adopted SFAS No. 159 The 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 three months ended March 31, 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	—		—			—
Canceled	—		—			—
Exercised	—		—			—
Balance at March 31, 2007	545,347		2,530,000		$	1.64
Balance at January 1, 2008	618,847		2,424,500		$	1.64
Granted	(395,000	)	395,000			6.36
Canceled	76,000		(76,000	)		1.64
Exercised	—		(8,000	)		1.64
Balance at March 31, 2008	299,847		2,735,500		$	2.32

At March 31, 2008, we expect that 2,522,000 options will vest. At March 31, 2008, our estimate of the intrinsic value of vested options was approximately $2.0 million.

The following table summarizes the information on the options granted under the EIP at March 31, 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	2,340,500	8.62	$	1.64	419,000	$	1.64
6.36	395,000	9.83		6.36	—		—
$1.64 - $6.36	2,735,500	8.83	$	2.32	419,000	$	1.64

We account for the stock option grants under the EIP in accordance with Financial Accounting Standards Board Statement No. 123R Share-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.

	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

20

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

At March 31, 2008 and 2007 there was approximately $2.4 million unrecorded and unrecognized compensation cost related to unvested share based compensation under the EIP. 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 months ended March 31, 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 March 31, 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 SFAS123R 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 three months ended March 31, 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 three months ended March 31, 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 March 31, 2008 and 2007 there was approximately $3.1 million and $3.4 million of unrecorded and unrecognized compensation cost related to Tranche 1 unvested restricted stock under the EIP, respectively.

Stock-Based Compensation Expense

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

	Three months ended March 31,
	2008		2007
Stock options	$	110	$	126
Restricted stock		202		184
	$	312	$	310

The net income effect of stock-based compensation expense for the three months ended March 31, 2008 and 2007 was approximately $0.2 million and $0.2 million, respectively.

9. COMPREHENSIVE INCOME (LOSS)

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. The gain on the cash flow hedge on the foreign currency forward exchange contract is reflected in other income to the extent the hedge was ineffective and the effective portion is recorded in comprehensive income, net of tax.

	Three months ended March 31,
	2008			2007
	Amounts in thousands
Net income (loss)	$	(1,204	)	$	9,019
Currency translation adjustment		(70	)		48
Unrealized loss on cash flow hedge		(9,074	)		(1,514	)
Unrealized gain on foreign curency forward exchange contract		3,906			—
Total comprehensive income (loss)	$	(6,442	)	$	7,553

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

	For the three months ended March 31,
	2008			2007
	Amounts in thousands
Revenue:
Communication Services	$	280,333		$	272,667
Conferencing Services		195,644			176,166
Receivables Management		51,116			61,123
Intersegment eliminations		(1,338	)		(1,323	)
Total	$	525,755		$	508,633
Operating Income:
Communication Services	$	30,552		$	36,298
Conferencing Services		51,232			46,698
Receivables Management		(12,717	)		13,589
Total	$	69,067		$	96,585
Depreciation and Amortization
(Included in Operating Income)
Communication Services	$	18,838		$	20,112
Conferencing Services		16,477			15,202
Receivables Management		6,890			2,517
Total	$	42,205		$	37,831
Capital Expenditures:
Communication Services	$	14,445		$	11,920
Conferencing Services		14,030			6,088
Receivables Management		375			1,358
Corporate		1,601			1,899
Total	$	30,451		$	21,265
	As of March 31, 2008			As of December 31, 2007
	Amounts in thousands
Assets:
Communication Services	$	1,084,009		$	1,085,615
Conferencing Services		874,306			859,988
Receivables Management		583,415			593,685
Corporate		271,890			307,202
Total	$	2,813,620		$	2,846,490

There are no material revenues or assets outside the United States.

For the three months ended March 31, 2008 and 2007, our largest 100 clients represented 60% and 62% 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 March 31, 2008 and 2007 was approximately 14% and 15% of our total revenue, respectively. No other client represented more than 10% of our aggregate revenue for the three months ended March 31, 2008 and 2007.

24

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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.

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 a MemberWorks, Inc. (“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

25

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.

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 the Sanford and Ritt class actions discussed above. The settlement may involve 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. 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 quarter of 2008.

Federal Communications Commission Inquiry. On June 22, 2007 we received a letter from the Investigations and Hearing Division of the Federal Communications Commission (“FCC”) Enforcement Bureau regarding registration, filing and regulatory surcharge remittance requirements applicable to traditional telephone companies. West believes that it operates as a provider of unregulated information services. Consequently, West does not believe that it is subject to the FCC or state public utility commission regulations applicable to providers of traditional telecommunications services in the U.S and responded to the FCC’s inquiry accordingly. West believes that it exercises reasonable efforts to monitor telecommunications laws, regulations, decisions and trends and to comply with any applicable legal requirements. However, if West fails to comply with any applicable government regulations, or if it is required to submit to the jurisdiction of such government authorities as a provider of traditional telecommunications services, it could be temporarily prohibited from providing portions of its services, be required to restructure portions of our services or be subject to ongoing reporting and compliance obligations, including being subject to litigation, fines, regulatory surcharge remittance requirements (past and/or future) or other penalties for any non-compliance. On October 2, 2007 the FCC entered an order in Qwest Communications Corp. v. Farmers and Merchants Mutual Telephone Co. determining that conference calling companies are both customers and end users. West believes this order supports West’s position and a supplemental response to the FCC’s June 22, 2007 inquiry was provided to the FCC. 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. If the FCC ultimately determines that InterCall is required to report its revenues to USAC, West intends to comply with the filing requirements while continuing to pursue its appeal.

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 requests 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

26

WEST CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

discovery. West filed its Response in Opposition to the Motion for Conditional Certification on February 11, 2008. If Plaintiff’s motion is granted, individual agents will receive notice of the suit and have an opportunity to join the suit. After discovery, West will have an opportunity to seek to decertify the class before trial. It is uncertain when the Motion for Conditional Certification will be ruled on. 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. The company terminated all independent contractors in September of 2007. All home agents are currently classified as employees. West Corporation is currently unable to predict the outcome or reasonably estimate the possible outcome of the investigation.

12. 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.

27

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

				For the Three Months Ended March 31, 2008
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	480,844		$	59,995		$	(15,084	)	$	525,755
COST OF SERVICES		—			227,136			38,508			(15,084	)		250,560
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		428			190,071			15,629			—			206,128
OPERATING INCOME		(428	)		63,637			5,858			—			69,067
OTHER INCOME (EXPENSE):
Interest Income		715			(15	)		540			—			1,240
Interest Expense		(36,134	)		(34,123	)		(3,902	)		—			(74,159	)
Subsidiary Income		21,084			(5,790	)		—			(15,294	)		—
Other, net		(862	)		3,004			(2,948	)		—			(806	)
Other income (expense)		(15,197	)		(36,924	)		(6,310	)		(15,294	)		(73,725	)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST		(15,625	)		26,713			(452	)		(15,294	)		(4,658	)
INCOME TAX EXPENSE (BENEFIT)		(14,421	)		5,884			7,798			—			(739	)
INCOME (LOSS) BEFORE MINORITY INTEREST		(1,204	)		20,829			(8,250	)		(15,294	)		(3,919	)
MINORITY INTEREST IN NET INCOME (LOSS)		—			—			(2,715	)		—			(2,715	)
NET INCOME (LOSS)	$	(1,204	)	$	20,829		$	(5,535	)	$	(15,294	)	$	(1,204	)

28

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(AMOUNTS IN THOUSANDS)

				For the Three Months Ended March 31, 2007
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	445,976		$	79,272		$	(16,615	)	$	508,633
COST OF SERVICES		—			199,320			36,280			(16,615	)		218,985
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		(103	)		176,028			17,138			—			193,063
OPERATING INCOME		103			70,628			25,854			—			96,585
OTHER INCOME (EXPENSE):
Interest Income		3,018			(47	)		290			—			3,261
Interest Expense		(42,544	)		(33,932	)		(3,713	)		—			(80,189	)
Subsidiary Income		21,719			11,167			—			(32,886	)		—
Other, net		14,726			(14,511	)		453			—			668
Other income (expense)		(3,081	)		(37,323	)		(2,970	)		(32,886	)		(76,260	)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE AND MINORITY INTEREST		(2,978	)		33,305			22,884			(32,886	)		20,325
INCOME TAX EXPENSE (BENEFIT)		(11,997	)		11,776			7,629			—			7,408
INCOME BEFORE MINORITY INTEREST		9,019			21,529			15,255			(32,886	)		12,917
MINORITY INTEREST IN NET INCOME		—			—			3,898			—			3,898
NET INCOME	$	9,019		$	21,529		$	11,357		$	(32,886	)	$	9,019

29

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUPPLEMENTAL CONDENSED BALANCE SHEET

(AMOUNTS IN THOUSANDS)

				March 31, 2008
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	62,462		$	(9,082	)	$	73,141		$	—		$	126,521
Trust cash		—			13,298			—			—			13,298
Accounts receivable, net		—			273,054			27,093			—			300,147
Intercompany receivables		62,728			21,844			—			(84,572	)		—
Portfolio receivables, current portion		—			—			70,047			—			70,047
Other current assets		32,433			50,774			5,524			—			88,731
Total current assets		157,623			349,888			175,805			(84,572	)		598,744
Property and equipment, net		66,068			219,900			15,669			—			301,637
PORTFOLIO RECEIVABLES, NET OF CURRENT PORTION		—			—			121,744			—			121,744
INVESTMENT IN SUBSIDIARIES		137,106			69,734			—			(206,840	)		—
GOODWILL		—			1,331,117			—			—			1,331,117
INTANGIBLES, net		—			319,907			2			—			319,909
OTHER ASSETS		110,947			29,066			456			—			140,469
TOTAL ASSETS	$	471,744		$	2,319,612		$	313,676		$	(291,412	)	$	2,813,620
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	4,271		$	34,066		$	5,865		$	—		$	44,202
Intercompany payables		—			—			84,572			(84,572	)		—
Accrued expenses		98,013			129,390			15,139			—			242,542
Current maturities of long - term debt		4,294			19,649			—			—			23,943
Current maturities of portfolio notes payable		—			—			87,981			—			87,981
Income tax payable		(16,369	)		13,341			5,838			—			2,810
Total current liabilities		90,209			196,446			199,395			(84,572	)		401,478
PORTFOLIO NOTES PAYABLE , less current maturities		—			—			34,510			—			34,510
LONG - TERM OBLIGATIONS, less current maturities		1,520,836			1,925,615			—			—			3,446,451
DEFERRED INCOME TAXES		24,584			54,704			(189	)		—			79,099
OTHER LONG - TERM LIABILITIES		51,659			7,552			122			—			59,333
MINORITY INTEREST		—			—			8,293			—			8,293
CLASS L COMMON STOCK		1,062,574			—			—			—			1,062,574
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(2,278,118	)		135,295			71,545			(206,840	)		(2,278,118	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	471,744		$	2,319,612		$	313,676		$	(291,412	)	$	2,813,620

30

WEST CORPORATION

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

31

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Condensed Consolidating Statements of Cash Flows

(AMOUNTS IN THOUSANDS)

	Three Months Ended March 31, 2008
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	7,807		$	16,215		$	24,022
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(64	)		—			(64	)
Purchase of portfolio receivables		—			—			(22,524	)		(22,524	)
Purchase of property and equipment		(1,601	)		(27,912	)		(938	)		(30,451	)
Collections applied to principal of portfolio receivables		—			—			16,635			16,635
Other		—			381			—			381
Net cash provided by (used in) investing activities		(1,601	)		(27,595	)		(6,827	)		(36,023	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on the senior secured term loan facility		(1,074	)		(4,912	)		—			(5,986	)
Proceeds from issuance of portfolio notes payable		—			—			20,352			20,352
Payments of portfolio notes payable		—			—			(18,173	)		(18,173	)
Other		(418	)		—			—			(418	)
Net cash (used in) provided by financing activities		(1,492	)		(4,912	)		2,179			(4,225	)
Intercompany		(22,055	)		18,630			3,425			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			800			800
NET CHANGE IN CASH AND CASH EQUIVALENTS		(25,148	)		(6,070	)		15,792			(15,426	)
CASH AND CASH EQUIVALENTS, Beginning of period		87,610			(3,012	)		57,349			141,947
CASH AND CASH EQUIVALENTS, End of period	$	62,462		$	(9,082	)	$	73,141		$	126,521

32

WEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Condensed Consolidating Statements of Cash Flows

(AMOUNTS IN THOUSANDS)

	Three Months Ended March 31, 2007
	Parent / Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidated
NET CASH PROVIDED BY OPERATING ACTIVITIES:	$	—		$	74,635		$	7,293		$	81,928
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(152,745	)		—			(152,745	)
Purchase of portfolio receivables		—			—			(36,857	)		(36,857	)
Purchase of property and equipment		(1,899	)		(17,238	)		(2,128	)		(21,265	)
Collections applied to principal of portfolio receivables		—			—			20,050			20,050
Other		—			876			—			876
Net cash provided by (used in) investing activities		(1,899	)		(169,107	)		(18,935	)		(189,941	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of new debt		144,000			21,000			—			165,000
Principal payments on the senior secured term loan facility		(1,076	)		(4,587	)		—			(5,663	)
Debt issuance costs		(1,350	)		—			—			(1,350	)
Proceeds from issuance of portfolio notes payable		—			—			31,520			31,520
Payments of portfolio notes payable		—			—			(16,109	)		(16,109	)
Other		(4,772	)		(9	)		—			(4,781	)
Net cash (used in) provided by financing activities		136,802			16,404			15,411			168,617
Intercompany		(84,861	)		82,918			1,943			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			21			21
NET CHANGE IN CASH AND CASH EQUIVALENTS		50,042			4,850			5,733			60,625
CASH AND CASH EQUIVALENTS, Beginning of period		202,610			(13,358	)		25,680			214,932
CASH AND CASH EQUIVALENTS, End of period	$	252,652		$	(8,508	)	$	31,413		$	275,557

13. SUBSEQUENT EVENT

On April 1, 2008 West Corporation completed the acquisition of HBF Communications Inc., an Austin, Texas based company that provides 9-1-1 network support and solutions to communications service providers and public safety organizations. The acquisition was funded with approximately $19 million in cash.

33

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 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 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.

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.

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Overview for the Three Months Ended March 31, 2008

The following overview highlights the areas we believe are important in understanding our results of operations for the three months ended March 31, 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 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 17, 2008 the Wireline Competition Bureau staff informed the Company 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, the Company 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. If such filings are required by the FCC, the Company intends to comply with the filing requirements while continuing to pursue its appeal.

• On February 19, 2008 we announced we will be seeking to acquire Genesys S.A. (Euronext Eurolist: FR0004270270) (“Genesys”), a leading global multimedia collaboration service provider and combine its business with the business of one of our subsidiaries, InterCall, Inc. We made a cash offer of €2.50 per ordinary share and for the American Depositary Shares (ADSs) at the U.S. dollar (“USD”) equivalent. For that purpose, West International Holdings Limited, an indirect wholly-owned subsidiary of West, filed with the French Autorité des Marchés Financiers (the “AMF”) a Tender Offer Prospectus (Projet de Note d’information). Genesys’ board of directors has unanimously expressed support for this project and authorized the execution of a tender offer agreement between the two companies and recommended the offer to its shareholders. The total transaction value, excluding transaction expenses, is approximately €182.9 million (approximately U.S. $288.8 million on March 31, 2008) and is expected to be funded with a combination of our cash on hand (Euro and USD) and our bank credit facilities. We have secured a commitment under our existing credit facility for an incremental term loan which will provide $125.0 million, net of fees, which will be used in connection with the financing of the transactions contemplated by the tender offer agreement. The loan would be subject to the same covenants and would mature on the same date as the Company’s other term loans outstanding under such facility. We expect to close the transaction during the second quarter.

• Receivable Management recorded a $24.2 million impairment charge 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 3.4% for the three months ended March 31, 2008 as compared to the three months ended March 31, 2007. This increase was derived from organic growth and the acquisitions of WNG, TeleVox and Omnium.

• Operating income decreased 28.5% for the three months ended March 31, 2008 compared to the three months ended March 31, 2007. This decrease was attributable primarily to the $24.2 million impairment charge described above.

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Results of Operations

Comparison of the Three Months Ended March 31, 2008 and 2007

Revenue: For the three months ended March 31, 2008, revenue increased approximately $17.1 million, or 3.4%, to $525.8 million from $508.6 million for the same period in 2007. The increase in revenue for the three months ended March 31, 2008, reflected $27.2 million increase from the acquisitions of WNG, TeleVox and Omnium. These acquisitions closed on February 1, 2007, March 1, 2007 and May 1, 2007, respectively. Organic growth from Conferencing Services of $19.5 million also contributed to the increase. Receivable Management recorded a $24.2 million impairment charge to establish a valuation allowance against the carrying value of portfolio receivables partially offsetting the increase in revenue.

For the three months ended March 31, 2008 and 2007, our top 100 customers represented 60% and 62% of total revenue, respectively. The aggregate revenue as a percentage of our total revenue from our largest client, AT&T, in the three months ended March 31, 2008 and 2007 were approximately 14% and 15%, respectively.

Revenue by business segment:

	For the three months ended March 31,
	2008			% of Total Revenue		2007			% of Total Revenue		Change			% Change
Revenue in thousands:
Communication Services	$	280,333		53.3	%	$	272,667		53.6	%	$	7,666		2.8	%
Conferencing Services		195,644		37.2	%		176,166		34.6	%		19,478		11.1	%
Receivables Management		51,116		9.7	%		61,123		12.0	%		(10,007	)	-16.4	%
Intersegment eliminations		(1,338	)	*			(1,323	)	*			(15	)	*
Total	$	525,755		100.0	%	$	508,633		100.0	%	$	17,122		3.4	%

* Calculation not meaningful

Communication Services revenue for the three months ended March 31, 2008 increased approximately $7.7 million, or 2.8%, to $280.3 million from $272.7 million for the three months ended March 31, 2007. The increase in revenue is primarily due to the acquisitions of WNG and TeleVox, which collectively accounted for $7.6 million of this increase.

Conferencing Services revenue for the three months ended March 31, 2008 increased approximately $19.5 million, or 11.1%, to $195.6 million from $176.2 million for the three months ended March 31, 2007. The increase in revenue for the three months ended March 31, 2008 represented entirely organic growth.

Receivables Management revenue for the three months ended March 31, 2008 decreased approximately $10.0 million, or 16.4%, to $51.1 million from $61.1 million for the three months ended March 31, 2007. The decrease in revenue is primarily due to the $24.2 million impairment charge to establish a valuation allowance against the carrying value of portfolio receivables. This impairment was due to reduced liquidation rates on existing portfolios associated with 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. Partially offsetting the decrease in revenue was an increase in revenue from the acquisition of Omnium of $19.6 million. Sales of portfolio receivables during the three months ended March 31, 2008 resulted in a loss of $0.7 million compared to a $3.4 million gain in the comparable period in 2007.

Cost of services: Cost of services consists of direct labor, telephone expense, commissions and other costs directly related to providing services to our clients. Cost of services increased approximately $31.6 million, or 14.4%, in the three months ended March 31, 2008, including $10.0 million from acquired entities, to $250.6 million, from $219.0 million for the three months ended March 31, 2007. As a percentage of revenue, cost of services increased to 47.7% for the first quarter of 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 March 31,
	2008			% of Revenue		2007			% of Revenue		Change		% Change
Cost of services in thousands:
Communication Services	$	141,400		50.4	%	$	125,384		46.0	%	$	16,016	12.8	%
Conferencing Services		73,710		37.7	%		63,957		36.3	%		9,753	15.2	%
Receivables Management		36,117		70.7	%		30,663		50.2	%		5,454	17.8	%
Intersegment eliminations		(667	)	*			(1,019	)	*			352	*
Total	$	250,560		47.7	%	$	218,985		43.1	%	$	31,575	14.4	%

* Calculation not meaningful

Communication Services cost of services increased $16.0 million, or 12.8%, in the three months ended March 31, 2008 to $141.4 million from $125.4 million for the comparable period in 2007. The increase in cost of services for the three months ended March 31, 2008, included $2.2 million from the acquisitions of WNG and TeleVox. As a percentage of this segment’s revenue, Communication Services cost of services increased to 50.4% for the first quarter of 2008 from 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 costs have increased our cost of sales percentage.

Conferencing Services cost of services for the three months ended March 31, 2008 increased approximately $9.7 million, to $73.7 million from $64.0 million for the comparable period in 2007. As a percentage of this segment’s revenue, Conferencing Services cost of services increased to 37.7% for the first quarter of 2008 from 36.3% for the comparable period in 2007. During the first quarter 2008, video equipment sales were $4.1 million compared to $1.5 million in the same period last year. This increase in video equipment sales lowered overall gross margins as the video equipment sales generally have margins less than 15% versus regular conferencing services margins.

Receivables Management cost of services for the three months ended March 31, 2008 increased approximately $5.4 million, to $36.1 million from $30.7 million for the comparable period in 2007. The increase in cost of services for the three months ended March 31, 2008, included $7.3 million from the acquisition of Omnium. As a percentage of this segment’s revenue, Receivables Management cost of services increased to 70.7% for the first quarter of 2008 from 50.2%, for the comparable period in 2007. The increase in cost of services as a percentage of revenue was driven primarily by the $24.2 million portfolio receivable impairment charge.

Selling, general and administrative expenses (“SG&A”): SG&A expenses increased by approximately $13.0 million, or 6.8%, to $206.1 million for the three months ended March 31, 2008 from $193.1 million for the comparable period in 2007. SG&A expense from acquired companies was $16.6 million. As a percentage of revenue, SG&A expenses increased to 39.2% for the three months ended March 31, 2008 from 38.0% for the comparable period in 2007. The increase in SG&A as a percentage of revenue was driven primarily by the $24.2 million portfolio receivable impairment charge.

Selling, general and administrative expenses by business segment:

	For the three months ended March 31,
	2008			% of Revenue		2007			% of Revenue		Change			% Change
Selling, general and administrative expenses in thousands:
Communication Services	$	108,382		38.7	%	$	110,986		40.7	%	$	(2,604	)	-2.3	%
Conferencing Services		70,701		36.1	%		65,511		37.2	%		5,190		7.9	%
Receivables Management		27,716		54.2	%		16,871		27.6	%		10,845		64.3	%
Intersegment eliminations		(671	)	*			(305	)	*			(366	)	*
Total	$	206,128		39.2	%	$	193,063		38.0	%	$	13,065		6.8	%

* Calculation not meaningful

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Communication Services SG&A expenses decreased approximately $2.6 million, or 2.3%, to $108.4 million for the three months ended March 31, 2008 from $111.0 million for the comparable period in 2007. The decrease in SG&A for the three months ended March 31, 2008 was offset by an increase in expense of $4.4 million from the acquisitions of WNG and TeleVox. As a percentage of this segment’s revenue, Communication Services SG&A expenses decreased to 38.7% for the three months ended March 31, 2008 from 40.7% for the comparable period in 2007.

Conferencing Services SG&A for the three months ended March 31, 2008 increased approximately $5.2 million, or 7.9%, to $70.7 million from $65.5 million for the comparable period in 2007. As a percentage of this segment’s revenue, Conferencing Services SG&A expenses decreased to 36.1% for the three months ended March 31, 2008 from 37.2% for the comparable period of 2007.

Receivables Management SG&A for the three months ended March 31, 2008 increased approximately $10.8 million, to $27.7 million from $16.9 million for the comparable period in 2007. The increase in SG&A for the three months ended March 31, 2008, reflected $12.2 million from the acquisition of Omnium. As a percentage of this segment’s revenue, Receivables Management SG&A increased to 54.2% for the three months ended March 31, 2008 from 27.6%, for the comparable period in 2007. The increase in SG&A as a percentage of this segment’s revenue was driven primarily by the $24.2 million portfolio receivable impairment charge.

Operating income: Operating income decreased by approximately $27.5 million, or 28.5%, to $69.1 million for the three months ended March 31, 2008 from $96.6 million for the comparable period in 2007. As a percentage of revenue, operating income decreased to 13.1% for the three months ended March 31, 2008 from 19.0% for the comparable period in 2007. The decrease in operating income was driven primarily by a $24.2 million impairment charge recorded to establish a valuation allowance against the carrying value of portfolio receivables in Receivables Management and lower consumer call volumes resulting in lower labor efficiencies in Communication Services.

Operating income by business segment:

	For the three months ended March 31,
	2008			% of Revenue		2007		% of Revenue		Change			% Change
Operating income in thousands:
Communication Services	$	30,552		10.9	%	$	36,298	13.3	%	$	(5,746	)	-15.8	%
Conferencing Services		51,232		26.2	%		46,698	26.5	%		4,534		9.7	%
Receivables Management		(12,717	)	-24.9	%		13,589	22.2	%		(26,306	)	-193.6	%
Total	$	69,067		13.1	%	$	96,585	19.0	%	$	(27,518	)	-28.5	%

Communication Services operating income decreased approximately $5.7 million, or 15.8%, to $30.6 million for the three months ended March 31, 2008 from $36.3 million for the comparable period in 2007. The decrease in operating income for the three months ended March 31, 2008 was offset by increased operating income of $1.0 million from the acquisitions of WNG and TeleVox. As a percentage of this segment’s revenue, Communication Services operating income decreased to 10.9% for the three months ended March 31, 2008 from 13.3% for the comparable period in 2007 due to the factors discussed above for revenue, cost of services and SG&A expenses.

Conferencing services operating income for the three months ended March 31, 2008 increased approximately $4.5 million, to $51.2 million from $46.7 million for the comparable period in 2007. As a percentage of this segment’s revenue, Conferencing Services operating income decreased to 26.2% for the three months ended March 31, 2008 from 26.5% for the comparable period in 2007.

Receivables Management operating income (loss) for the three months ended March 31, 2008 decreased approximately $26.3 million, to ($12.7) million from $13.6 million for the comparable period in 2007 primarily due to a $24.2 million portfolio impairment charge. As a percentage of this segment’s revenue, Receivables Management operating income decreased to (24.9%) for the three months ended March 31, 2008 from 22.2%, for the comparable period in 2007.

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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 three months ended March 31, 2008 was ($73.7) million compared to ($76.3) million for the first quarter of 2007. The change in other expense for the three months ended March 31, 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.

Minority interest: We had minority interest income of $2.7 million in the first quarter of 2008 compared to minority interest expense of $3.9 million in the first quarter of 2007. The portfolio receivable impairment caused a $5.6 million reduction in minority interest expense.

Net income (loss): Net income (loss) decreased $10.2 million, or 113.3%, for the three months ended March 31, 2008, to ($1.2) million from $9.0 million for the comparable period in 2007. Net income (loss) includes a provision for income tax expense (benefit) at an effective rate of approximately 15.9% for the three months ended March 31, 2008 and approximately 36.5% for the comparable period in 2007. The lower effective tax rate for the first quarter of 2008 is primarily due to an increased minority interest income as a percent of net loss before income taxes.

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, interest payments, tax payments and the repayment of principal on debt.

On March 31, 2008 the outstanding balance on the indebtedness incurred in connection with the recapitalization and the amendments to the senior secured term loan facility in February and May 2007 to finance the WNG, TeleVox and Omnium acquisitions was $2.37 billion. The senior secured term facility is subject to scheduled annual amortization of 1% with quarterly payments and with variable interest at 2.375% over the selected LIBOR. Our senior secured revolving credit facility providing financing of up to $250.0 million had a $0 balance outstanding on March 31, 2008. On March 31, 2008 our $650.0 million aggregate principal amount of 9.5% senior notes due 2014 and $450.0 million aggregate principal amount of 11% senior subordinated notes due 2016 were outstanding. Interest on the notes is payable semiannually in arrears on April 15 and October 15 of each year, which commenced on April 15, 2007.

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

	For the Three Months Ended March 31,
	2008			2007			Change			% Change
Net cash provided by operating activities	$	24,022		$	81,928		$	(57,906	)	-70.7	%
Net cash used in investing activities	$	(36,023	)	$	(189,941	)	$	153,918		-81.0	%
Net cash flows from (used) in financing activities	$	(4,225	)	$	168,617		$	(172,842	)	-102.5	%

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Net cash flow from operating activities decreased $57.9 million, or 70.7%, to $24.0 million for the three months ended March 31, 2008, compared to net cash flows from operating activities of $81.9 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. Due to a change in the timing of interest expense payments, the increase in accrued interest payable at March 31, 2008 over the December 31, 2007 accrual is $18.0 million less than the same period in 2007.

Days sales outstanding, a key performance indicator we utilize to monitor the accounts receivable average collection period and assess overall collection risk, was 51 days at March 31, 2008 compared to 52 days for the comparable period in 2007.

Net cash used in investing activities decreased $153.9 million to $36.0 million for the three months ended March 31, 2008, compared to net cash used in investing activities of $189.9 million for the three months ended March 31, 2007. The decrease in cash used in investing activities was primarily due to $152.7 million of acquisition costs, net of acquired cash, incurred for the acquisitions of CenterPost and TeleVox in 2007. We did not make any acquisitions during the comparable period in 2008. We invested $30.5 million in capital expenditures during the three months ended March 31, 2008 compared to $21.3 million for the three months ended March 31, 2007. The capital expenditures in 2008 were mainly related to telephone equipment, computer hardware and software. Investing activities during the three months ended March 31, 2008 included the purchase of receivable portfolios for $22.5 million and the cash proceeds applied to amortization of receivable portfolios of $16.6 million. This compares to $36.9 million for the purchase of receivable portfolios and $20.1 million of cash proceeds applied to amortization of receivable portfolios during the three months ended March 31, 2007.

Cash flows used in financing activities increased $172.8 million, to $4.2 million for the three months ended March 31, 2008, compared to net cash flows from financing activities of $168.6 million for the comparable period in 2007. This charge was primarily due to proceeds from the expansion of our senior secured term loan facility of $165.0 million during the three months ended March 31, 2007. During the three months ended March 31, 2008, net cash flow used in financing activities was primarily for payments on portfolio notes payable of $18.2 million, compared to $16.1 million during the same period in 2007. Proceeds from issuance of portfolio notes payable were $20.4 million for the three months ended March 31, 2008 compared to $31.5 million for the same period in 2007.

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

The $2.4 billion 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 $23.9 million, paid quarterly, with a balloon payment at the maturity date of October 24, 2013, of approximately $2.239 billion. 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 March 31, 2008 and from 1.50% to 0.75% for base rate loans, priced at base rate plus 1.25% as of March 31, 2008. The Company is

40

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 months ended March 31, 2008 and 2007 were 6.93% and 8.19%, respectively.

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 March 31, 2008 we had $820.0 million of the outstanding $2.37 billion 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 $260.6 million, including the aggregate amount of $29.6 million of principal payments previously made in respect of the term loan facility. Availability of such additional tranches of term loans or increases to the revolving credit facility is subject to the absence of any default and pro forma compliance with financial covenants and, among other things, the receipt of commitments by existing or additional financial institutions.

Incremental Term Loan

On February 19, 2008, we entered into a commitment with a lender to provide a net of $125.0 million of Incremental Term Loan B financing to be used to fund the acquisition of Genesys expiring December 31, 2008. The current total facility is $134.0 million less fees. The fees include an underwriting fee of 2.0%, a ticking fee of 4.0% which began on March 14, 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 Eurocurrency (with a floor of 3.5%) plus margin of 4.0% for Base Rate loans and 5.0% for Libor loans. The estimated effective interest rate for this facility is approximately 9.6%.

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

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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% 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.

Senior Subordinated Notes

The senior subordinated notes consist of $450.0 million aggregate principal amount of 11.0% 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.

Debt Covenants

Senior Secured Term Loan Facility and Senior Secured Revolving Credit Facility - The Company is

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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 7.75 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 March 31, 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 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.

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 March 31, 2008 our credit ratings and outlook were as follows:

	March 31, 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 February 19, 2008 Moody’s stated it did not expect the tender offer announcement to acquire Genesys to affect the B2 Corporate rating.

(2) On February 20, 2008, S&P confirmed that the current ratings would not be affected by the tender offer announcement to acquire Genesys.

Portfolio Notes Payable Facilities.

We maintain through majority-owned subsidiaries revolving financing facilities. The lender is a minority interest holder in the majority-owned subsidiaries. Pursuant to these agreements, we will borrow up to 85% of the purchase price of each receivables portfolio purchase from the lender and the majority-owned subsidiaries will fund the remaining purchase price. Interest generally accrues on the outstanding debt at a variable rate of 2.75% over prime. 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 are generally paid in full within two years from the date of origination. At March 31, 2008, we had $122.5 million of non-recourse portfolio notes payable outstanding under these facilities, compared to $120.3 million outstanding at December 31, 2007.

Subsequent to March 31, 2008, the 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. These changes, if implemented, are not expected to have a material impact on the consolidated results of West Corporation. The Company is currently evaluating its financing sources to support its portfolio receivable purchases but expects to fund its existing forward flow purchase commitments with the existing facilities through the end of 2008.

Multicurrency Revolving Credit Facility

Subsequent to March 31, 2008, InterCall Conferencing Services Limited, a foreign subsidiary of InterCall, entered into a commitment for a $75.0 million multicurrency revolving credit facility to partially finance the acquisition of Genesys, related fees and expenses for general corporate purposes of the foreign subsidiary. The credit facility is expected to be finalized prior to the closing of the acquisition of Genesys. 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). The initial margin is expected to be set at 2.75 %. The estimated effective interest rate for this facility is approximately 8.2%. 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.

Contractual Obligations

Our contractual obligations are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007.

On February 19, 2008, we secured a commitment under our existing credit facility for an incremental term loan of up to $125.0 million, net of fees, which may be used in connection with the financing of the Genesys acquisition. The loan would be subject to the same covenants and would mature on the same date as the Company’s other terms loans outstanding under such facility. The increase in interest expense from the incremental term loan will be approximately $8.0 million in 2008.

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In connection with our cash tender offer for the acquisition of Genesys in February 2008, we entered a foreign currency forward exchange contract (cash flow hedge) to manage the currency exposure associated with our tender offer for Genesys which is denominated in the Euro. Under the contract we will buy €100.0 million in exchange for $150.885 million.

Subsequent to March 31, 2008, InterCall Conferencing Services Limited, a foreign subsidiary of InterCall, entered into a commitment for a $75.0 million multicurrency revolving credit facility to partially finance the acquisition of Genesys, related fees and expenses for general corporate purposes of the foreign subsidiary. The credit facility is expected to be finalized prior to the closing of the acquisition of Genesys. 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). The initial margin is expected to be set at 2.75 %. The estimated effective interest rate for this facility is approximately 8.2%. The credit facility also includes a commitment fee of 0.5% on the unused balance.

These were the only material changes to our contractual obligations since December 31, 2007.

Capital Expenditures

Our operations continue to require significant capital expenditures for technology, capacity expansion and upgrades. Capital expenditures were $30.5 million for the three months ended March 31, 2008, compared to $21.3 million for the three months ended March 31, 2007. We currently estimate our capital expenditures for the remainder of 2008 to be approximately $69.5 million to $84.5 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 $260.6 million, including the aggregate amount of $29.6 million of principal payments previously made in respect of the term loan facility, incur capital lease indebtedness financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets, incur accounts receivable securitization indebtedness and non-recourse indebtedness provided we are in pro forma compliance with our total leverage ratio and interest coverage ratio financial covenants. We, or any of our affiliates, may be required to guarantee any existing or additional credit facilities.

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 March 31, 2008 was $11.5 million. At March 31, 2008 the standby letters of credit are the only off-balance sheet arrangements we participate in.

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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

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

At March 31, 2008, we had $2.37 billion outstanding under our senior secured term loan facility, $0 outstanding under our senior secured revolving credit facility, $650.0 million outstanding under our 9.5% senior notes, $450.0 million outstanding under our 11.0% senior subordinated notes and $122.5 million outstanding under the portfolio notes payable facility.

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

The $2.4 billion 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 pricing is based on the Company’s 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, currently priced at LIBOR plus 2.25%, and from 1.50% to 0.75% for base rate loans, currently priced at base rate plus 1.25%. 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.

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, respectively, for the three years ending October 23, 2007, 2008 and 2009 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 March 31, 2008 we had $820.0 million of the outstanding $2.37 billion senior secured term loan facility hedged at rates from 4.81% to 5.01%. Based on our unhedged obligation under the senior secured term loan facility at March 31, 2008, a 50 basis point change in interest rates would increase or decrease our quarterly interest expense by approximately $2.0 million.

Portfolio Notes Payable Facilities.

We maintain through majority-owned subsidiaries revolving financing facilities. The lender is a minority interest holder in the majority-owned subsidiaries. Pursuant to these agreements, we will borrow up to 85% of the purchase price of each receivables portfolio purchase from the lender and the majority-owned subsidiaries will fund the remaining purchase price. Interest generally accrues on the outstanding debt at a variable rate of 2.75% over prime. 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 are generally paid in full within two years from the date of origination. At March 31, 2008, we had $122.5 million of non-recourse portfolio notes payable outstanding under these facilities. Based on our obligations under these facilities, a 50 basis point change in interest rates would increase or decrease our quarterly interest expense by approximately $0.2 million.

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Foreign Currency Risk

On March 31, 2008, the Communication Services segment had no material revenue or assets outside the United States. The facilities in Canada, Jamaica and the Philippines operate under revenue contracts denominated in U.S. dollars. These contact centers receive calls only from customers in North America under contracts denominated in U.S. dollars.

In addition to the United States, the Conferencing Services segment operates facilities in the United Kingdom, Canada, Singapore, Germany, Australia, Hong Kong, Japan, France, New Zealand, Mexico and India. Revenues and expenses from these foreign operations are typically denominated in local currency, thereby creating exposure to changes in exchange rates. Changes in exchange rates may positively or negatively affect our revenues and net income attributed to these subsidiaries.

At March 31, 2008, our Receivables Management segment operated facilities in the United States only.

For the three months ended March 31, 2008 and 2007, revenues and assets from non-U.S. countries were less than 10% of consolidated revenues and assets. We do not believe that changes in future exchange rates would have a material effect on our financial position, results of operations, or cash flows.

In connection with our cash tender offer for the acquisition of Genesys in February 2008, we entered a foreign currency forward exchange contract (cash flow hedge) to manage the currency exposure associated with our tender offer for Genesys which is denominated in the Euro. Under the contract we will buy €100.0 million in exchange for $150.885 million. At March 31, 2008 this contract was recorded at fair value based on the spot rate of €1.5775 to $1.

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. Based upon that evaluation, our Chief Executive Officer and Executive Vice President - Chief Financial Officer and Treasurer concluded that, as of March 31, 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 a MemberWorks, Inc. (“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

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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.

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 the Sanford and Ritt class actions discussed above. The settlement may involve 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. 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 quarter of 2008.

Federal Communications Commission Inquiry. On June 22, 2007 West received a letter from the Investigations and Hearing Division of the Federal Communications Commission (“FCC”) Enforcement Bureau regarding registration, filing and regulatory surcharge remittance requirements applicable to traditional telephone companies. West believes that West operates as a provider of unregulated information services. Consequently, West does not believe that it is subject to the FCC or state public utility commission regulations applicable to providers of traditional telecommunications services in the U.S and responded to the FCC’s inquiry accordingly. West believes that it exercises reasonable efforts to monitor telecommunications laws, regulations, decisions and trends and to comply with any applicable legal requirements. However, if West fails to comply with any applicable government regulations, or if West is required to submit to the jurisdiction of such government authorities as a provider of traditional telecommunications services, West could be temporarily prohibited from providing portions of its services, be required to restructure portions of its services or be subject to ongoing reporting and compliance obligations, including being subject to litigation, fines, regulatory surcharge remittance requirements (past and/or future) or other penalties for any non-compliance. On October 2, 2007 the FCC entered an order in Qwest Communications Corp. v. Farmers and Merchants Mutual Telephone Co. determining that conference calling companies are both customers and end users. West believes this order supports West’s position and a supplemental response to the FCC’s June 22, 2007 inquiry was provided to the FCC. 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. If the FCC ultimately determines that InterCall is required to report its revenues to USAC, West intends to comply with the filing requirements while continuing to pursue its appeal.

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 requests 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. If Plaintiff’s motion is granted, individual agents will receive notice of the suit and have an opportunity to join the suit. After discovery, West will have an opportunity to seek to decertify the class before trial. It is uncertain when the Motion for Conditional Certification will be ruled on. 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.

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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. The company terminated all independent contractors in September of 2007. All home agents are currently classified as employees. West Corporation is currently unable to predict the outcome or reasonably estimate the possible outcome of the investigation.

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.

• 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.

• 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.

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• 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 5. Other Information

On April 1, 2008 West Corporation completed the acquisition of HBF Communications Inc., an Austin, Texas based company that provides 9-1-1 network support and solutions to communications service providers and public safety organizations. The acquisition was funded with approximately $19 million in cash.

Item 6. Exhibits

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: May 9, 2008

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Exhibit Index

Exhibit Number
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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