20.

FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTOR AND SUBSIDIARY NON- GUARANTOR

West Corporation and our U.S. based 100% owned subsidiary guarantors, jointly, severally, fully and unconditionally are responsible for the payment of principal, premium and interest on our senior notes and senior subordinated notes. Presented below, in thousands, is condensed consolidated financial information for West Corporation and our subsidiary guarantors and subsidiary non-guarantors for the periods indicated. Subsequent to the issuance of the 2011 financial statements, the comprehensive income information presented below was added to reflect our retrospective adoption of ASU Nos. 2011-05 and 2011-12, Comprehensive Income in 2011 and 2010.

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(AMOUNTS IN THOUSANDS)


	Year Ended December 31, 2012
	Parent / Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	2,082,225		$	555,799		$	—		$	2,638,024
COST OF SERVICES		—			984,870			239,589			—			1,224,459
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		17,040			765,167			153,183			—			935,390

OPERATING INCOME (LOSS)		(17,040	)		332,188			163,027			—			478,175
OTHER INCOME (EXPENSE):
Interest Expense, net of income		(180,090	)		(109,346	)		17,893			—			(271,543	)
Subsidiary Income		262,313			125,429			—			(387,742	)		—
Other, net		5,610			16,776			(21,409	)		—			977

Other (expense) income		87,833			32,859			(3,516	)		(387,742	)		(270,566	)

INCOME BEFORE INCOME TAX EXPENSE		70,793			365,047			159,511			(387,742	)		207,609
INCOME TAX EXPENSE (BENEFIT)		(54,748	)		104,630			32,186			—			82,068

NET INCOME		125,541			260,417			127,325			(387,742	)		125,541

Foreign currency translation adjustments, net of tax of $(3,650)		5,955			—			5,955			(5,955	)		5,955
Reclassification of a cash flow hedge into earnings, net of tax of $2,626		(4,284	)		—			—			—			(4,284	)
Unrealized gain on cash flow hedges, net of tax of $(4,434)		7,234			—			—			—			7,234

Comprehensive income	$	134,446		$	260,417		$	133,280		$	(393,697	)	$	134,446

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(AMOUNTS IN THOUSANDS)


	Year Ended December 31, 2011
	Parent / Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	1,970,681		$	520,644		$	—		$	2,491,325
COST OF SERVICES		—			897,639			215,650			—			1,113,289
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		19,927			733,967			156,014			—			909,908

OPERATING INCOME (LOSS)		(19,927	)		339,075			148,980			—			468,128
OTHER INCOME (EXPENSE):
Interest Expense, net of income		(165,856	)		(117,986	)		14,426			—			(269,416	)
Subsidiary Income		270,245			121,029			—			(391,274	)		—
Other, net		1,457			17,197			(12,839	)		—			5,815

Other (expense) income		105,846			20,240			1,587			(391,274	)		(263,601	)

INCOME BEFORE INCOME TAX EXPENSE		85,919			359,315			150,567			(391,274	)		204,527
INCOME TAX EXPENSE (BENEFIT)		(41,574	)		89,986			28,622			—			77,034

NET INCOME		127,493			269,329			121,945			(391,274	)		127,493

Foreign currency translation adjustments, net of tax of $(11,176)		(18,234	)		—			(18,234	)		18,234			(18,234	)
Reclassification of a cash flow hedge into earnings, net of tax of $(3,180)		5,188			—			—			—			5,188
Unrealized gain (loss) on cash flow hedges, net of tax of $(4,450)		7,260			—			—			—			7,260

Comprehensive income	$	121,707		$	269,329		$	103,711		$	(373,040	)	$	121,707

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(AMOUNTS IN THOUSANDS)


	Year Ended December 31, 2010
	Parent / Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
REVENUE	$	—		$	1,945,300		$	442,911		$	—		$	2,388,211
COST OF SERVICES		—			883,559			173,449			—			1,057,008
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		4,707			768,656			137,659			—			911,022

OPERATING INCOME (LOSS)		(4,707	)		293,085			131,803			—			420,181
OTHER INCOME (EXPENSE):
Interest Expense, net of income		(157,501	)		(105,042	)		10,074			—			(252,469	)
Refinancing Expense		(52,804	)		—			—			—			(52,804	)
Subsidiary Income		192,854			91,665			—			(284,519	)		—
Other, net		6,267			8,726			(9,121	)		—			5,872

Other (expense) income		(11,184	)		(4,651	)		953			(284,519	)		(299,401	)

INCOME BEFORE INCOME TAX EXPENSE		(15,891	)		288,434			132,756			(284,519	)		120,780
INCOME TAX EXPENSE (BENEFIT)		(76,195	)		96,617			40,054			—			60,476

NET INCOME		60,304			191,817			92,702			(284,519	)		60,304

Foreign currency translation adjustments, net of tax of $3,014		(4,918	)		—			(4,918	)		4,918			(4,918	)
Unrealized loss on cash flow hedges, net of tax of $2,821		(4,602	)		—			—			—			(4,602	)

Comprehensive income	$	50,784		$	191,817		$	87,784		$	(279,601	)	$	50,784

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

(AMOUNTS IN THOUSANDS)


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

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

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

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

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

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

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

(AMOUNTS IN THOUSANDS)


	December 31, 2011
	Parent / Issuer			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations and Consolidating Entries			Consolidated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,503		$	—	$	89,572	$	(6,239	)	$	93,836
Trust cash		—			16,446		—		—			16,446
Accounts receivable, net		—			50,480		363,333		—			413,813
Intercompany receivables		—			837,464		—		(837,464	)		—
Deferred income taxes receivable		73,709			13,034		462		(77,137	)		10,068
Prepaid assets		3,222			25,232		8,588		—			37,042
Other current assets		5,089			42,089		3,403		—			50,581

Total current assets		92,523			984,745		465,358		(920,840	)		621,786
Property and equipment, net		73,105			243,170		34,580		—			350,855
INVESTMENT IN SUBSIDIARIES		1,460,108			351,329		—		(1,811,437	)		—
GOODWILL		—			1,586,988		175,647		—			1,762,635
INTANGIBLES, net		—			283,807		49,340		—			333,147
OTHER ASSETS		98,673			58,378		2,044		—			159,095

TOTAL ASSETS	$	1,724,409		$	3,508,417	$	726,969	$	(2,732,277	)	$	3,227,518

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	5,001		$	68,317	$	12,360	$	(6,239	)	$	79,439
Intercompany payables		572,554			—		264,910		(837,464	)		—
Accrued expenses		70,680			260,490		69,403		(77,137	)		323,436
Current maturities of long-term debt		2,354			13,071		—		—			15,425

Total current liabilities		650,589			341,878		346,673		(920,840	)		418,300
LONG-TERM OBLIGATIONS, less current maturities		1,890,134			1,610,806		—		—			3,500,940
DEFERRED INCOME TAXES		22,766			84,918		13,837		—			121,521
OTHER LONG-TERM LIABILITIES		57,333			16,299		9,538		—			83,170
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(896,413	)		1,454,516		356,921		(1,811,437	)		(896,413	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,724,409		$	3,508,417	$	726,969	$	(2,732,277	)	$	3,227,518

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)


	Year Ended December 31, 2012
	Parent / Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES:	$	—		$	190,921		$	127,995		$	—		$	318,916

CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(77,204	)		(60	)		—			(77,264	)
Purchase of property and equipment		(9,674	)		(90,268	)		(25,547	)		—			(125,489	)
Other		—			(163	)		1,294			—			1,131

Net cash flows from investing activities		(9,674	)		(167,635	)		(24,313	)		—			(201,622	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from new term loan facility		335,038			634,962			—			—			970,000
Payment on term loan facility		(68,476	)		(379,958	)		—			—			(448,434	)
Dividends paid		(510,634	)		—			—			—			(510,634	)
Payments of long-term revolving credit obligations		(133,300	)		—			(172,500	)		—			(305,800	)
Proceeds from issuance of long-term revolving credit obligations		133,300			—			172,500			—			305,800
Debt issuance costs		(27,566	)		—			—			—			(27,566	)
Principal payments of long-term obligations		(5,516	)		(14,758	)		—			—			(20,274	)
Payments of capital lease obligations		—			(27	)		(16	)		—			(43	)
Repurchase of common stock		(1,488	)		—			—			—			(1,488	)
Proceeds from stock options exercised including excess tax benefits		5,309			—			—			—			5,309

Net cash flows from financing activities		(273,333	)		240,219			(16	)		—			(33,130	)

Intercompany		378,514			(261,684	)		(123,069	)		6,239			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			1,111			—			1,111
NET CHANGE IN CASH AND CASH EQUIVALENTS		95,507			1,821			(18,292	)		6,239			85,275
CASH AND CASH EQUIVALENTS, Beginning of period		10,503			—			89,572			(6,239	)		93,836

CASH AND CASH EQUIVALENTS, End of period	$	106,010		$	1,821		$	71,280		$	—		$	179,111

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)


	Year Ended December 31, 2011
	Parent / Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES:	$	—		$	306,897		$	47,529		$	(6,239	)	$	348,187

CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(185,845	)		(25,794	)		—			(211,639	)
Purchase of property and equipment		(12,107	)		(89,099	)		(16,707	)		—			(117,913	)
Other		—			99			12			—			111

Net cash flows from investing activities		(12,107	)		(274,845	)		(42,489	)		—			(329,441	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term revolving credit obligations		(524,300	)		—			(262,000	)		—			(786,300	)
Proceeds from issuance of long-term revolving credit obligations		524,300			—			262,000			—			786,300
Debt issuance costs		(770	)		—			(259	)		—			(1,029	)
Principal payments of long-term obligations		(5,327	)		(11,874	)		—			—			(17,201	)
Payments of capital lease obligations		(849	)		(58	)		(38	)		—			(945	)
Repurchase of common stock		(5,845	)		—			—			—			(5,845	)
Proceeds from stock options exercised including excess tax benefits		1,840			—			—			—			1,840

Net cash flows from financing activities		(10,951	)		(11,932	)		(297	)		—			(23,180	)

Intercompany		33,561			(20,120	)		(18,033	)		4,592			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			477			—			477
NET CHANGE IN CASH AND CASH EQUIVALENTS		10,503			—			(12,813	)		(1,647	)		(3,957	)
CASH AND CASH EQUIVALENTS, Beginning of period		—			—			102,385			(4,592	)		97,793

CASH AND CASH EQUIVALENTS, End of period	$	10,503		$	—		$	89,572		$	(6,239	)	$	93,836

WEST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(AMOUNTS IN THOUSANDS)


	Year Ended December 31, 2010
	Parent / Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations and Consolidating Entries			Consolidated
NET CASH FLOWS FROM OPERATING ACTIVITIES:	$	—		$	239,307		$	78,114		$	(4,592	)	$	312,829

CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions		—			(23,746	)		(9,750	)		—			(33,496	)
Purchase of property and equipment		(20,457	)		(83,403	)		(14,331	)		—			(118,191	)
Collections applied to principal of portfolio receivables		—			13,739			—			—			13,739
Other		—			52			—			—			52

Net cash flows from investing activities		(20,457	)		(93,358	)		(24,081	)		—			(137,896	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term obligations		(1,327,781	)		—			(47,000	)		—			(1,374,781	)
Proceeds from issuance of long-term obligations		1,254,850			—			47,000			—			1,301,850
Debt issuance costs		(31,083	)		—			—			—			(31,083	)
Principal payments of long-term obligations		(7,688	)		(19,059	)		—			—			(26,747	)
Payments of capital lease obligations		(2,005	)		(52	)		(58	)		—			(2,115	)
Repurchase of common stock		(970	)		—			—			—			(970	)
Proceeds from stock options exercised including excess tax benefits		897			—			—			—			897
Payments of portfolio notes payable		—			(686	)		—			—			(686	)
Other		(16	)		—			—			—			(16	)

Net cash flows from financing activities		(113,796	)		(19,797	)		(58	)		—			(133,651	)

Intercompany		131,904			(126,152	)		(16,015	)		10,263			—
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		—			—			(2,557	)		—			(2,557	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(2,349	)		—			35,403			5,671			38,725
CASH AND CASH EQUIVALENTS, Beginning of period		2,349			—			66,982			(10,263	)		59,068

CASH AND CASH EQUIVALENTS, End of period	$	—		$	—		$	102,385		$	(4,592	)	$	97,793