UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~September~~March 3031, ~~2014~~2015



o	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 333-172952

SITEL WORLDWIDE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



Delaware		16-1556476
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

3102 West End Avenue
Two American Center, Suite 900
Nashville, Tennessee		37203
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code:		(615) 301-7100

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 o NO þ

The Registrant is a voluntary filer of reports required of companies with public securities under Section 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports which would have been required of the Registrant during the preceding 12 months had it been subject to such provisions.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

YES þ NO o

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:



Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	þ	(Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act.)

YES o NO þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

	Outstanding
Class	~~October~~April 3130, ~~2014~~2015
Class A, $0.01 par value	38,~~203~~350,~~599~~089
Class B, $0.01 par value	88,281,647
Class C, $0.01 par value	23,990

TABLE OF CONTENTS

Item		Page No.
PART I	Financial Information	3
1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013	3
	Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014	3
	Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2014 and 2013	5
	Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2015 and 2014	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended September 30, 2014	6
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2015	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013	8
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014	8
	Notes to Condensed Consolidated Financial Statements	9
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3933
3.	Quantitative and Qualitative Disclosures About Market Risk	5343
4.	Controls and Procedures	5343
PART II	Other Information	5444
1.	Legal Proceedings	5444
1A.	Risk Factors	5444
6.	Exhibits	5444
	Signature	5545

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS (UNAUDITED)

SITEL Worldwide Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands of U.S. dollars)

	September 30, 2014		December 31, 2013
	March 31, 2015		December 31, 2014
Assets
Current assets
Cash and cash equivalents	$	157,~~862~~074	$	78,~~366~~857
Accounts receivable (net of allowance for doubtful accounts of $2,567 and $2,081, respectively)	265,046		242,472
Accounts receivable (net of allowance for doubtful accounts of $1,287 and $2,562, respectively)	255,214		279,227
Prepaids and other current assets	6259,~~311~~615		5356,~~832~~711
Total current assets	~~343~~321,~~219~~903		~~303~~344,~~670~~795
Property and equipment, net	8987,~~976~~053		8987,~~662~~354
Goodwill	117,708		117,~~709~~708
Other intangible assets, net	36,~~024~~763		36,~~547~~915
Deferred income taxes	2926,~~241~~979		3528,~~975~~951
Other noncurrent assets	3431,~~402~~427		3633,~~658~~946
Total assets	$	~~650~~621,~~570~~833	$	~~620~~649,~~221~~669
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	2224,~~242~~069	$	2022,~~161~~300
Accrued payroll and benefits	9078,~~168~~559		7675,~~646~~037
Accrued liabilities and other	9084,~~844~~276		85,~~235~~713
Income taxes payable	75,~~821~~939		76,~~510~~521
Current portion of capital lease obligations	2,761		2,005
Current portion of long-term debt	15,499		—
Total current liabilities	213,836		191,557
Current portion of capital lease obligations	3,088		2,952
Long-term debt	716,165		734,614
Total current liabilities	211,430		192,523
Capital lease obligations	3,502		3,125
Long-term debt	711,534		746,016
Deferred income taxes	3,710		3,828
Capital lease obligations	2,835		3,272
Other noncurrent liabilities	43,050		51,202
Deferred income taxes	5,812		5,919
Total liabilities	980,263		984,326
Other noncurrent liabilities	41,468		42,654
Total liabilities	973,079		990,384

SITEL Worldwide Corporation

Condensed Consolidated Balance Sheets (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

	September 30, 2014			December 31, 2013
	March 31, 2015			December 31, 2014
Commitments and contingencies (see Note 10)
Commitments and contingencies (see Note 9)
Redeemable preferred stock, 20,000,000 convertible shares authorized, issuable in series:
Series B, $0.01 par value; 39,947 shares issued and outstanding at September 30, 2014 and December 31, 2013	72,976			66,982
Series B, $0.01 par value; 39,947 shares issued and outstanding at March 31, 2015 and December 31, 2014	77,230			75,103
Series C, $0.01 par value; 28,881 shares issued and outstanding at September 30, 2014 and December 31, 2013	66,722			59,056
Series C, $0.01 par value; 28,881 shares issued and outstanding at March 31, 2015 and December 31, 2014	72,229			69,273
Series D, $0.01 par value; 75,000 shares issued and outstanding at September 30, 2014 and none issued at December 31, 2013	78,858			—
Series D, $0.01 par value; 75,000 shares issued and outstanding at March 31, 2015 and December 31, 2014	84,880			81,869
Stockholders’ deficit
Subsidiary exchangeable preferred stock, no par value; 1,713,321 shares authorized, issued, and outstanding at September 30, 2014 and December 31, 2013	2,665			2,665
Subsidiary exchangeable preferred stock, no par value; 1,713,321 shares authorized, issued, and outstanding at March 31, 2015 and December 31, 2014	2,665			2,665
Common stock, 361,000,000 shares authorized; 225,000,000 Class A shares, 128,500,000 Class B convertible shares, and 7,500,000 Class C shares
Class A, $0.01 par value; 41,718,810 shares (including 9,040,858 restricted shares) and 40,699,602 shares (including 8,268,358 restricted shares) issued at September 30, 2014 and December 31, 2013, respectively; 38,176,187 shares and 38,234,495 shares outstanding at September 30, 2014 and December 31, 2013, respectively	327			325
Class A, $0.01 par value; 41,799,467 shares (including 9,060,858 restricted shares) and 41,766,222 shares (including 9,060,858 restricted shares) issued at March 31, 2015 and December 31, 2014, respectively; 38,256,844 shares and 38,223,599 shares outstanding at March 31, 2015 and December 31, 2014, respectively	328			327
Class B, $0.01 par value; convertible into Class A common stock on 1:1 basis; 88,281,647 shares issued and outstanding at September 30, 2014 and December 31, 2013	882			882
Class B, $0.01 par value; convertible into Class A common stock on 1:1 basis; 88,281,647 shares issued and outstanding at March 31, 2015 and December 31, 2014	882			882
Class C, $0.01 par value; 6,751,263 shares issued and 23,990 shares outstanding at September 30, 2014 and December 31, 2013	68			68
Class C, $0.01 par value; 6,751,263 shares issued and 23,990 shares outstanding at March 31, 2015 and December 31, 2014	68			68
Additional paid-in capital	~~342~~326,~~331~~578			~~357~~334,~~518~~657
Accumulated deficit	(~~832~~844,~~952~~739		)	(~~788~~836,~~390~~750		)
Accumulated other comprehensive loss, net of tax	(4959,~~947~~744		)	(5357,~~964~~186		)
Treasury shares, at cost	(11,623		)	(911,~~247~~623		)
Total stockholders’ deficit	(~~548~~585,~~249~~585		)	(~~490~~566,~~143~~960		)
Total liabilities and stockholders’ deficit	$	~~650~~621,~~570~~833		$	~~620~~649,~~221~~669

See accompanying Notes to Condensed Consolidated Financial Statements.

SITEL Worldwide Corporation

Condensed Consolidated Statements of Comprehensive (Loss~~) Income~~

(Unaudited)

(in thousands of U.S. dollars)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2014			2013			2014			2013
	2015			2014
Revenues	$	~~359~~354,~~089~~593		$	~~353~~350,~~368~~479		$	~~1,058,315~~		$	~~1,067,364~~
Operating expenses
Costs of services*	~~240~~239,~~388~~439			~~231~~236,~~089~~930			~~714,498~~			~~701,744~~
Selling, general, and administrative expenses*	8683,~~189~~336			91,~~072~~930			~~265,543~~			~~274,513~~
Depreciation and amortization of property and equipment	9,~~510~~017			8,~~674~~412			~~26,470~~			~~26,349~~
Amortization of intangible assets	—67			~~1,592~~523			~~523~~			~~4,826~~
Restructuring and exit charges	~~2,853~~343			13,~~430~~272			~~18,657~~			~~6,732~~
Loss (gain) on foreign currency transactions	36,~~607~~825			(~~979~~410		)	~~3,797~~			~~(36~~		)
Loss on sale of subsidiary	—			—			—			4,558
Other (income) expense, net	(129		)	134
Impairment and loss (gain) on disposal of assets	674			(501		)	701			(710		)
Operating income	15,695			9,688
Other (income) expense, net	(81		)	4			(119		)	(289		)
Interest and other financing costs, net	21,620			21,566
Operating income	15,949			20,987			28,245			49,677
Loss before income taxes	(5,925		)	(11,878		)
Interest and other financing costs, net	19,678			21,200			62,667			59,861
Income tax provision	2,064			6,938
Loss before income taxes	(3,729		)	(213		)	(34,422		)	(10,184		)
Net loss	(7,989		)	(18,816		)
Income tax provision (benefit)	385			(9,438		)	10,140			(5,463		)
Other comprehensive (loss) income:
Net (loss) income	(4,114		)	9,225			(44,562		)	(4,721		)
Foreign currency translation adjustments, net of tax of $0	(3,827		)	652
Other comprehensive (loss) income:
Unrealized gain on derivative valuation, net of tax expense (benefit) of $380 and $(3,418), respectively	1,249			4,426
Foreign currency translation adjustments, net of tax if $0	(3,965		)	63			(552		)	(9,469		)
Change related to pension liability, net of tax of $0	20			35
Unrealized (loss) gain on derivative valuation, net of tax expense (benefit) of $30, $0, $(2,123) and $598, respectively	(1,451		)	(831		)	4,458			(6,989		)
Total other comprehensive (loss) income	(2,558		)	5,113
Reclassification of pension amounts realized in Net (loss) income, net of tax benefit of $3, $0, $3, and $0, respectively	39			(32		)	111			(105		)
Comprehensive loss	$	(10,547	)	$	(13,703	)
Total other comprehensive (loss) income	(5,377		)	(800		)	4,017			(16,563		)
Comprehensive (loss) income	$	(9,491	)	$	8,425		$	(40,545	)	$	(21,284	)

* Exclusive of Depreciation and amortization of property and equipment

See accompanying Notes to Condensed Consolidated Financial Statements.

SITEL Worldwide Corporation

Condensed Consolidated Statements of Changes in Stockholders' Deficit - Schedule 1

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

-- Schedule 1 --

	Shares Issued				Par Value
	Class ACommonStock		Class BCommonStock	Class CCommonStock	Class ACommonStock		Class BCommonStock		Class CCommonStock		AdditionalPaid-inCapital			AccumulatedDeficit			Subtotal
Balances at December 31, 2013	40,699,602		88,281,647	6,751,263	$	325	$	882	$	68	$	357,518		$	(788,390	)	$	(429,597	)
Balances at December 31, 2014	41,766,222		88,281,647	6,751,263	$	327	$	882	$	68	$	334,657		$	(836,750	)	$	(500,816	)
Restricted shares granted	880,000		—	—	—		—		—		—			—			—
Non-cash stock granted	33,245		—	—	1		—		—		15			—			16
Restricted shares forfeited	(107,500	)	—	—	—		—		—		—			—			—
Preferred B, C, and D stock accretion and BCF	—		—	—	—		—		—		(8,094		)	—			(8,094		)
Purchase of treasury stock	—		—	—	—		—		—		2,376			—			2,376
Net loss	—		—	—	—		—		—		—			(7,989		)	(7,989		)
Non-cash stock granted	246,708		—	—	2		—		—		135			—			137
Balances at March 31, 2015	41,799,467		88,281,647	6,751,263	$	328	$	882	$	68	$	326,578		$	(844,739	)	$	(516,883	)
Preferred B, C, and D stock accretion and BCF	—		—	—	—		—		—		(17,698		)	—			(17,698		)
Net loss	—		—	—	—		—		—		—			(44,562		)	(44,562		)
Balances at September 30, 2014	41,718,810		88,281,647	6,751,263	$	327	$	882	$	68	$	342,331		$	(832,952	)	$	(489,344	)

See accompanying Notes to Condensed Consolidated Financial Statements.

SITEL Worldwide Corporation

Condensed Consolidated Statements of Changes in Stockholders' Deficit - Schedule 2

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

-- Schedule 2 --

				Accumulated Other Comprehensive Loss
	TotalsfromSchedule 1			ForeignCurrencyTranslation			DefinedBenefitPension/Other			UnrealizedGain onDerivativesValuation			SubsidiaryExchangeableStock		TreasuryStockShares	TreasuryStockCapital			Total
Balances at December 31, 2013	$	(429,597	)	$	(40,007	)	$	(1,632	)	$	(12,325	)	$	2,665	9,192,380	$	(9,247	)	$	(490,143	)
Balances at December 31, 2014	$	(500,816	)	$	(48,458	)	$	(2,612	)	$	(6,116	)	$	2,665	10,269,896	$	(11,623	)	$	(566,960	)
Purchase of treasury stock	2,376			—			—			—			—		1,077,516	(2,376		)	—
Non-cash stock granted	16			—			—			—			—		—	—			16
Non-cash stock granted	137			—			—			—			—		—	—			137
Preferred B, C, and D stock accretion and BCF	(8,094		)	—			—			—			—		—	—			(8,094		)
Preferred B, C, and D stock accretion and BCF	(17,698		)	—			—			—			—		—	—			(17,698		)
Change related to pension liability, net of tax of $0	—			—			20			—			—		—	—			20
Reclassification of pension amounts realized in net loss, net of tax benefit of $3	—			—			111			—			—		—	—			111
Unrealized gain on derivative, net of tax expense of $380	—			—			—			1,249			—		—	—			1,249
Unrealized gain on derivative, net of tax benefit of $2,123	—			—			—			4,458			—		—	—			4,458
Net loss	(7,989		)	—			—			—			—		—	—			(7,989		)
Net loss	(44,562		)	—			—			—			—		—	—			(44,562		)
Foreign currency translation adjustment, net of tax of $0	—			(3,827		)	—			—			—		—	—			(3,827		)
Foreign currency translation adjustment, net of tax of $0	—			(552		)	—			—			—		—	—			(552		)
Balances at March 31, 2015	$	(516,883	)	$	(52,285	)	$	(2,592	)	$	(4,867	)	$	2,665	10,269,896	$	(11,623	)	$	(585,585	)
Balances at September 30, 2014	$	(489,344	)	$	(40,559	)	$	(1,521	)	$	(7,867	)	$	2,665	10,269,896	$	(11,623	)	$	(548,249	)

See accompanying Notes to Condensed Consolidated Financial Statements.

SITEL Worldwide Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands of U.S. dollars)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2014			2013
	2015			2014
Cash flows from operating activities
Net loss	$	(447,~~562~~989	)	$	(418,~~721~~816	)
Adjustments to reconcile Net loss to net cash flows relating to operating activities:
Depreciation and amortization (including intangible assets)	269,~~993~~084			318,~~175~~935
Deferred income taxes	~~4,779~~(435		)	(86,~~484~~048		)
Non-cash derivative activity	~~5,513~~(548		)	61,~~071~~491
Amortization of debt issue costs and original issue discount	31,~~952~~355			31,~~645~~266
Amortization of deferred training revenue, net of costs	(12,~~645~~235		)	(~~3,793~~59		)
Impairment of property and equipment and other long-term assets	446			—
Other non-cash items, net	231			167
Loss on sale of subsidiary	—			4,558
Change in book overdrafts	(1,343		)	(101		)
Other non-cash items, net	454			(1,175		)
Changes in operating assets and liabilities, net	28,339			(9,737		)
Change in book overdrafts	(3,145		)	(945		)
Net cash provided by (used in) operating activities	26,459			(10,806		)
Changes in operating assets and liabilities, net	(10,972		)	15,990
Net cash (used in) provided by operating activities	(18,187		)	42,321
Cash flows from investing activities
Purchases of property and equipment	(269,~~136~~940		)	(188,~~576~~911		)
Proceeds from disposition of property and equipment	~~1,219~~5			~~275~~1,108
Net cash used in investing activities	(249,~~917~~935		)	(187,~~301~~803		)
Cash flows from financing activities
Proceeds from issuance of Series D Preferred Stock, net	74,820			—
Payments on long-term debt and capital lease obligations	(146,037		)	(109,991		)
Payments on long-term debt and capital lease obligations	(287,560		)	(581,996		)
Proceeds from long-term debt	129,410			133,395
Proceeds from long-term debt	267,801			560,632
Payment of interest rate swap, net	(901		)	(905		)
Payment of interest rate swap, net	(2,757		)	(2,688		)
Payments of debt issue costs	—			(719		)
Payments of debt issue costs	(719		)	(16		)
Net cash (used in) provided by financing activities	(17,528		)	21,780
Net cash provided by (used in) financing activities	51,585			(24,068		)
Effect of exchange rate on cash and cash equivalents	(779		)	(32		)
Effect of exchange rate on cash and cash equivalents	15			95
Net change in cash and cash equivalents	(1,783		)	3,139
Net change in cash and cash equivalents	8,496			47
Cash and cash equivalents:
Beginning of period	78,~~366~~857			127,~~245~~366
End of period	$	157,~~862~~074		$	1210,~~292~~505

See accompanying Notes to Condensed Consolidated Financial Statements.

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)


1.	Overview and Basis of Presentation

Overview

SITEL Worldwide Corporation, including consolidated subsidiaries ("we"," "our"," “Sitel"," or “the Company”), is a majority-owned subsidiary of Onex Corporation ("Onex") and is one of the world's largest and most diversified providers of customer care outsourcing services. We offer our clients a wide array of services, including customer service, technical support, customer acquisition, retention and revenue generation services, and back office support. The majority of our customer care services are inbound and delivered telephonically, but we are increasingly asked to provide services through other communication channels, including email, online chat, interactive voice response ("IVR"), and social media channels. We serve a broad range of industry end–markets, including financial services, technology, wireless, retail and consumer products, telecommunications, media and entertainment, energy and utilities, travel and transportation, ~~internet~~Internet service providers, insurance, public sector, and healthcare.

We are organized geographically and have two reporting segments: (1) "Americas," which refers to North America, Latin America, and Asia Pacific; and (2) "EMEA," which refers to Europe, the Middle East, and Africa. Each reporting segment performs substantially the same services for clients.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and, in the opinion of management, include all adjustments necessary for a fair statement of the financial position, results of operations, and cash flows for each period shown. Certain items have been reclassified from their prior period classifications to conform to the current year presentations. These reclassifications had no effect on net income or stockholders' equity as previously reported. All adjustments are of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The December 31, ~~2013~~2014 Condensed Consolidated Balance Sheet data was derived from the Company’s year-end audited Consolidated Financial Statements as presented in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) on February 19 18, ~~2014~~2015. The Company’s interim Condensed Consolidated Financial Statements are not necessarily indicative of the financial position or operating results for an entire year. The accompanying interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in Item 8 of Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2013~~2014.

Recent Accounting Pronouncements

In ~~March~~May ~~2013~~2014, the FASB issued ASU No. ~~2013~~2014-0509, "~~Foreign~~Revenue ~~Currency~~from ~~Matters~~Contracts with Customers (Topic ~~830~~606):", ~~Parent's~~which ~~Accounting~~applies ~~for~~to ~~the~~customer ~~Cumulative~~contracts ~~Translation~~for ~~Adjustment~~the ~~upon~~transfer ~~Derecognition~~ of ~~Certain~~goods ~~Subsidiaries~~ or ~~Groups~~services ofor ~~Assets~~nonfinancial ~~within~~assets, aunless ~~Foreign~~those ~~Entity~~contracts orare ofwithin anthe ~~Investment~~scope inof aother ~~Foreign~~standards. ~~Entity~~The (acore ~~consensus~~principle of the ~~FASB~~guidance ~~Emerging~~is ~~Issues~~that ~~Task~~an ~~Force)~~entity ",should ~~which~~recognize ~~applies~~revenue to depict the ~~release~~transfer of ~~the~~promised ~~cumulative~~goods ~~translation~~or ~~adjustment~~services ~~into~~to ~~net~~customers ~~income~~in ~~when~~an aamount ~~parent~~that ~~either~~reflects ~~sells~~the aconsideration ~~part~~to orwhich ~~all~~the ofentity ~~its~~expects ~~investment~~to be entitled in aexchange ~~foreign~~for ~~entity~~those goods or noservices. ~~longer~~The ~~holds~~amendments ain ~~controlling~~ASU ~~financial~~2014-09 ~~interest~~are ineffective afor ~~subsidiary~~annual orand ~~group~~interim ofreporting ~~assets~~periods ~~that~~beginning after December 15, 2016. Early application is anot ~~business~~permitted. ~~(other~~The ~~than~~amendments ashould ~~sale~~be ofapplied inretrospectively ~~substance~~to ~~real~~each ~~estate~~prior reporting period presented or ~~conveyance~~retrospectively with the cumulative effect of ~~oil~~initially ~~and~~applying ~~gas~~this ~~mineral~~Update ~~rights)~~recognized ~~within~~at athe ~~foreign~~date ~~entity.~~of ~~ASU~~initial Noapplication. ~~2013-05~~If isan ~~effective~~entity ~~prospectively~~elects ~~for~~the ~~fiscal~~transition ~~years~~method, ~~(and~~it ~~interim~~should provide additional disclosures in the reporting periods ~~within~~that ~~those~~include ~~years)~~the ~~beginning~~date ~~after~~of ~~December~~initial ~~15,~~application ~~2013~~of the amount by which each financial statement line item is affected in the current reporting period compared to the guidance that was in effect before the change. ~~The~~In ~~adoption~~addition, an explanation of ~~this~~the ~~guidance~~reasons ~~did~~for ~~not~~significant ~~have~~changes aare ~~material~~required in the disclosure. The Company is currently evaluating the effect of ASU 2014-09 on our financial statements ~~and related disclosures~~.

In ~~July~~April ~~2013~~2015, the FASB issued ASU No. ~~2013~~2015-1103, "Simplifying the Presentation of anDebt ~~Unrecognized~~Issuance ~~Tax~~Cost ~~Benefit~~(Subtopic ~~When a Net Operating Loss Carryforward~~835-30)", awhich ~~Similar~~requires ~~Tax~~debt ~~Loss,~~issuance orcosts ato ~~Tax~~be ~~Credit~~presented ~~Carryforward~~in ~~Exists~~the ~~(Topic~~balance ~~740)",~~sheet ~~which~~as ~~provides~~a ~~explicit~~direct ~~guidance~~deduction onfrom the ~~financial~~carrying ~~statement~~value ~~presentation~~ of anthe ~~unrecognized~~associated ~~tax~~debt ~~benefit~~liability, ~~when~~consistent awith ~~net~~the ~~operating~~presentation ~~loss~~of ~~carryforward,~~ a ~~similar~~debt ~~tax~~discount. ~~loss,~~The orcore aprinciple ~~tax~~of ~~credit~~the ~~carryforward~~guidance ~~exists.~~is Anthat ~~unrecognized~~prior ~~tax~~to ~~benefit,~~the orissuance aof ~~portion~~the ofstandard, andebt ~~unrecognized~~issuance ~~tax~~costs ~~benefit,~~were ~~should~~required to be presented in the ~~financial~~balance ~~statements~~sheet as a ~~reduction to a~~ deferred ~~tax~~charge ~~asset for a net operating loss carryforward~~(i.e., aan ~~similar~~asset). ~~tax~~This ~~loss,~~presentation ordiffered afrom ~~tax credit carryforward, except as follows. To~~ the ~~extent~~presentation afor ~~net operating loss carryforward,~~ a ~~similar~~debt ~~tax loss~~discount, orwhich ~~a tax credit carryforward~~ is ~~not~~a ~~available~~direct atadjustment ~~the~~to ~~reporting date under~~ the ~~tax~~carrying ~~law~~value of the ~~applicable~~debt ~~jurisdiction~~(i.e., toa ~~settle~~contra ~~any~~liability). ~~additional~~Having ~~income~~different ~~taxes~~balance ~~that~~sheet ~~would~~presentation ~~result~~requirements ~~from~~created ~~the~~unnecessary ~~disallowance~~complexity ofand athe ~~tax~~new ~~position~~guidance orseeks ~~the~~to ~~tax~~simplify ~~law of~~ the ~~applicable~~presentation. ~~jurisdiction~~The ~~does~~amendments ~~not~~in ~~require~~ASU ~~the~~2015-03 ~~entity~~are toeffective ~~use,~~for annual and ~~the~~interim ~~entity~~reporting ~~does~~periods ~~not~~beginning ~~intend~~after toDecember ~~use~~15, ~~the~~2015. ~~deferred~~Early ~~tax~~application ~~asset~~is permitted for ~~such~~financial ~~purpose,~~statements ~~the~~that ~~unrecognized tax benefit should~~

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

behave ~~presented in the financial statements as a liability and should~~ not bebeen ~~combined~~previously ~~with deferred tax assets~~issued. The ~~assessment~~amendments ~~of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and~~ should be ~~made~~applied ~~presuming~~retrospectively ~~disallowance~~to ofeach ~~the~~prior ~~tax position at the~~ reporting ~~date.~~period ~~The amendments in ASU 2013-11 do not require new recurring disclosures~~presented. ~~The~~At ~~amendments~~March ~~in ASU 2013-11 are effective for fiscal years~~31, ~~and~~2015 ~~interim~~the ~~periods~~company ~~within~~had ~~those years~~$6,965 beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. Adoption of ~~ASU~~unamortized ~~2013-11~~debt ~~during~~issuance ~~the~~cost ~~first~~recognized ~~quarter of 2014 resulted~~ in along ~~decrease~~term ~~in both Deferred tax~~ assets ~~and Other noncurrent liabilities of $2,786~~.

InThere May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)", which applies to customer contracts for the transfer of goods or services or nonfinancial assets, unless those contracts are ~~within~~no ~~the scope of~~ other ~~standards.~~recently ~~The~~issued ~~core~~accounting ~~principle~~pronouncements ~~of the guidance is~~ that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are ~~effective~~expected ~~for annual and interim reporting periods beginning after December 15, 2016. Early application is not permitted. The amendments should be applied retrospectively~~ to ~~each~~have ~~prior~~a ~~reporting~~material ~~period~~impact ~~presented~~on orour retrospectively with the cumulative effect of initially applying this Update recognized at the date of initial application. If an entity elects the transition method, it should provide additional disclosures in the reporting periods that include the date of initial application of the amount by which each financial ~~statement line item is affected in the current reporting period compared to the guidance that was in effect before the change. In addition~~condition, anresults ~~explanation~~ of ~~the~~operations ~~reasons~~or ~~for~~cash ~~significant changes are required in the disclosure~~flows. ~~The Company is currently evaluating the effect of ASU 2014-09 on our financial statements.~~

Out of Period Adjustments

During the ~~nine~~three months ended ~~September 30~~March 31, 2014, we identified prior period accounting errors related to ~~the understatement of~~ an understated accrued liability, ~~the overstatement of certain deposits,~~ and the overstatement of ~~foreign~~certain ~~currency transaction losses~~deposits. The errors were not material to prior years' financial statements ~~and~~or ~~are not expected~~ to ~~be material to~~ the 2014 results. Therefore, we recorded the error corrections in the same ~~quarters~~quarter they were identified, which increased Loss before income taxes and Net loss by approximately $961 and $625, respectively, for the ~~first~~ quarter ofended ~~2014~~March ~~and decreased Loss before income taxes and Net loss by $1~~31,~~400 for~~ ~~the second quarter of~~ 2014. ~~The aggregate impact of the corrections for the nine months ended September 30, 2014 was a $439 decrease in Loss before income taxes and a $775 decrease in Net loss.~~


2.	Property and Equipment

The composition of Property and equipment is as follows:

	September 30, 2014			December 31, 2013
	March 31, 2015			December 31, 2014
Land	$	3,554		$	3,554
Buildings and improvements	26,~~458~~270			26,~~219~~353
Leasehold improvements	70,~~835~~219			6471,~~506~~087
Computer software	49,~~828~~622			4650,~~850~~376
Equipment	~~181~~180,~~383~~270			~~171~~183,~~259~~897
Furniture and fixtures	30,~~607~~571			2930,~~834~~951
Total original cost	~~362~~360,~~665~~506			~~342~~366,~~222~~218
Less: Accumulated depreciation	(~~280~~281,~~205~~569		)	(~~261~~282,635		)
Net, excluding construction in progress	8278,~~460~~937			8083,~~587~~583
Construction in progress	78,~~516~~116			93,~~075~~771
Property and equipment, net	$	8987,~~976~~053		$	8987,~~662~~354

Depreciation expense was $9,~~510~~017 ~~and $26,470~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015, compared to $8,~~674~~412 ~~and $26,349~~ for the same ~~periods~~period in ~~2013~~2014.

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)


3.	Goodwill and Other Intangible Assets

The carrying amount of Goodwill ~~decreased~~did $1not change during the ~~nine~~three months ended ~~September~~March 3031, ~~2014, due to foreign currency translation~~2015.

The following table presents our Other intangible assets as of ~~September~~March 3031, ~~2014~~2015:

	GrossIntangibles		Accumulated Amortization and Impairment Charges			~~NetIntangibles~~CurrencyTranslationAdjustment			NetIntangibles
Customer relationships	$	8990,~~686~~643	$	(89,~~686~~818	)	$	—(86	)	$	739
Trademark and trade name (indefinite lived)	40,200		(4,176		)	~~36,024~~—			36,024
	$	~~129~~130,~~886~~843	$	(93,~~862~~994	)	$	~~36,024~~(86	)	$	36,763

The following table presents our Other intangible assets as of December 31, ~~2013~~2014:

	GrossIntangibles		Accumulated Amortization and Impairment Charges			~~NetIntangibles~~CurrencyTranslationAdjustment			NetIntangibles
Customer relationships	$	8990,~~686~~643	$	(89,~~163~~751	)	$	~~523~~(1	)	$	891
Trademark and trade name (indefinite lived)	40,200		(4,176		)	~~36,024~~—			36,024
	$	~~129~~130,~~886~~843	$	(93,~~339~~927	)	$	~~36,547~~(1	)	$	36,915

We amortize intangible assets with definite lives over their estimated useful lives, using the straight-line method. Intangible asset amortization expense was $067 ~~and $523~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014, respectively~~2015. Amortization expense for the same ~~periods~~period of ~~2013~~2014 was $~~1,592 and $4,826, respectively~~523. WeAmortization dois ~~not~~estimated ~~expect additional amortization expense~~ to be ~~recognized~~approximately ~~during~~$274 ~~the~~for ~~remainder of~~ the year ended December 31, ~~2014~~2015.


4.	Restructuring and Exit Activities

~~Given~~We ~~the nature of the industry we operate in, we~~ evaluate and assess our worldwide operations in an effort to rationalize facility and labor costs, further streamline our operations in order to align resources to support growth, and appropriately shift the geographic mix of Company resources. Restructuring expense during the three months ended ~~September~~March 3031, ~~2014~~2015 for activities initiated in ~~2014~~2015 was $2198,~~260,~~ of which $~~2,112~~165 related to severance costs and $~~148~~33 related to facility exit costs. Restructuring expense during the nine months ended September 30, 2014 for activities initiated in 2014 was $16,271, of which $14,750 related to severance costs and $1,521 related to facility exit costs. For these activities, the remaining severance-related accrual of $~~5,479~~22 is expected to be paid during the remainder of ~~2014 and the remaining facility exit costs accrual of $868 is expected to be paid during the remainder of 2014 through the year 2016 as the related leases expire~~2015.

Restructuring expense during the three months ended ~~September~~March 3031, ~~2014~~2015 for activities initiated prior to ~~2014~~2015 was $~~593~~145, of which $~~388~~55 related to severance costs and $~~205~~90 related to facility exit costs. Restructuring expense during the nine months ended September 30, 2014 for activities initiated prior to 2014 was $2,386, of which $1,633 related to severance costs and $753 related to facility exit costs. For these activities, the remaining severance-related accrual of $~~663~~776 is expected to be paid by the end of ~~2014~~2015, and the remaining accrual for facility exit costs of $21,~~081~~436 is expected to be paid during the remainder of ~~2014~~2015 through the year ~~2017~~2016 as the related leases expire. Total expected expenses during the remainder of ~~2014~~2015 relating to restructuring activities already initiated as of ~~September~~March 3031, ~~2014~~2015 are $21,~~518~~131.

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

The liability for restructuring activities initiated in ~~2014~~2015 consisted of the following:

				Facility
				Exit and
	Severance			Other			Total
December 31, 2013	$	—		$	—		$	—
December 31, 2014	$	—		$	—		$	—
Costs accrued (offset was to expense)	~~14,750~~165			~~1,521~~21			~~16,271~~186
Cash payments	(~~8,897~~144		)	(~~603~~21		)	(~~9,500~~165		)
Foreign exchange and other	~~(374~~1		)	~~(50~~—		)	~~(424~~1		)
September 30, 2014	$	5,479		$	868		$	6,347
March 31, 2015	$	22		$	—		$	22
Current portion of restructuring included in Accrued liabilities and other	$	~~5,475~~22		$	~~868~~—		$	~~6,343~~22
Long-term portion of restructuring included in Other noncurrent liabilities	$	4—		$	—		$	4—
Activity not reflected within the restructuring liability:
Costs expensed	$	—		$	12		$	12
Foreign exchange and other	$	—		$	(12	)	$	(12	)

Restructuring expense during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 for activities initiated in ~~2014~~2015 was $~~1,408~~89 ~~and $13,365~~ for EMEA and $~~852~~109 ~~and $2,906~~ for the Americas, respectively.

The liability for restructuring activities initiated in ~~2013~~2014 and prior years consisted of the following:

				Facility
				Exit and
	Severance			Other			Total
December 31, 2013	$	1,293		$	3,235		$	4,528
December 31, 2014	$	1,266		$	2,214		$	3,480
Costs accrued (offset was to expense)	~~1,247~~6			~~753~~90			~~2,000~~96
Cash payments	(~~1,763~~399		)	(~~1,813~~772		)	(31,~~576~~171		)
Foreign exchange and other	(~~114~~97		)	(9496		)	(~~208~~193		)
September 30, 2014	$	663		$	2,081		$	2,744
March 31, 2015	$	776		$	1,436		$	2,212
Current portion of restructuring included in Accrued liabilities and other	$	~~663~~776		$	1,~~249~~261		$	12,~~912~~037
Long-term portion of restructuring included in Other noncurrent liabilities	$	—		$	~~832~~175		$	~~832~~175
Activity not reflected within the restructuring liability:
Costs expensed	$	~~386~~49		$	—		$	~~386~~49
Cash payments	$	(30	)	$	—		$	(30	)
Foreign exchange and other	$	(49	)	$	—		$	(49	)

Restructuring expense during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 for activities initiated in ~~2013~~2014 and prior years was $~~426~~216 ~~and $1,141~~ for EMEA. ~~and~~We ~~$167~~recorded ~~and~~a net reversal of restructuring charges of $~~1,245~~71 for the Americas during the three months ended March 31, ~~respectively~~2015. As of ~~September~~March 3031, ~~2014~~2015, cumulative restructuring costs related to such activities are $1417,~~848~~805, of which $714,~~761~~429 relates to EMEA and $73,~~087~~376 relates to the Americas.

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)


5.	Long-Term Debt

The composition of Long-term debt is as follows:

	September 30, 2014			December 31, 2013
	March 31, 2015			December 31, 2014
Senior Notes	$	~~295~~296,~~771~~273		$	~~295~~296,~~073~~018
Senior Secured Notes	195,~~089~~839			~~194~~195,~~045~~458
Senior Secured Credit Facility:
Revolvers:
U.S. revolver	—13,900			1831,~~000~~700
Canadian revolver	—1,599			—
Term Loans:
U.S. dollar term loan	177,973			177,973
Euro term loan	2824,~~130~~009			3026,~~191~~657
British pound sterling term loan	1917,~~202~~440			1918,~~332~~210
Total debt	~~716~~727,~~165~~033			~~734~~746,~~614~~016
Less: Debt maturing within one year	—(15,499		)	—
Total long-term debt	$	~~716~~711,~~165~~534		$	~~734~~746,~~614~~016

Senior Notes

On March 18, 2010, SITEL, LLC and Sitel Finance Corp. (the "Issuers") issued in a private placement, 11.5% senior notes due 2018 (the “Senior Notes”) having an aggregate principal amount of $300,000 with an original issue discount of $7,638. The Senior Notes are general unsecured obligations of the Company and are senior in right of payment to all existing and future indebtedness, if any, that is by its terms expressly subordinated to the Senior Notes. The Senior Notes are guaranteed by the Company’s domestic subsidiaries and will mature on April 1, 2018. Interest accrues on the Senior Notes at a rate of 11.5% annually, and is payable semi-annually in arrears on April 1 and October 1.

Senior Secured Notes

On April 20, 2012, the Issuers issued in a private placement, 11.0% senior secured notes ("Senior Secured Notes") due 2017 having an aggregate principal amount of $200,000 with an original issue discount of $8,000. The Senior Secured Notes are guaranteed by the Company and its domestic subsidiaries, are secured on an equal and ratable basis with all obligations of the Issuers and the guarantors under the Company's senior secured credit facility (the “Senior Secured Credit Facility”), and will mature on April 1, 2017. Interest accrues on the Senior Secured Notes at a rate of 11.0% annually and is payable semi-annually in arrears on February 1 and August 1.

Both the Senior Notes and the Senior Secured Notes contain customary covenants and restrictions on the activities of SITEL, LLC, Sitel Finance Corp. and SITEL, LLC's restricted subsidiaries, including, but not limited to, the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of SITEL, LLC's assets.

Senior Secured Credit Facility

The Company's Senior Secured Credit Facility initially provided for available borrowings in an aggregate amount of $760,000. Components of the Senior Secured Credit Facility are (1) the $675,000 aggregate principal amount term loans, including a $550,000 U.S. dollar loan, a €51,447 Euro loan, and a £30,000 British pound sterling loan (collectively, the "Term Loans"), and (2) the $85,000 aggregate principal amount revolvers, consisting of a $75,000 U.S. revolver and a $10,000 Canadian revolver (made available in Canadian dollars) (collectively, the "Revolvers"). In January 2013, the non-extended portion of our U.S. revolver expired, reducing the borrowing capacity under the Revolvers to $61,250 from $85,000.

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

All Term Loans mature on January 30, 2017 and amortize in equal quarterly installments in an aggregate annual amount equal to 0.25% of the original principal amount with the balance payable at maturity. Payments on the principal amount have exceeded the cumulative amortization schedule, thus no amount is due until maturity. Interest on the U.S. term loan is based, at our option, on LIBOR plus the applicable margin of 7.25%, or the higher of the federal funds rate plus 0.50% or the prime rate plus the applicable margin of 6.25%. Interest on the Euro term loan is based on EURIBOR plus the applicable margin of 7.25%. Interest on the British pound sterling term loan is based on LIBOR plus the applicable margin of 7.25%. We have an interest rate swap agreement for the notional amount of $175,000 against our Term Loans that is based on a rate of 2.315% versus three month LIBOR.

The Revolvers mature on January 30, 2016. A commitment fee is payable quarterly at 1.00% per annum of the undrawn portion of the Revolvers. Interest on the U.S. revolver is based, at our option, on LIBOR plus the applicable margin of 7.25%, or the higher of the federal funds rate plus 0.50% or the prime rate plus the applicable margin of 6.25%. Interest on the Canadian revolver is based, at our option, on the Canadian banker's acceptance rate (the "BA Rate") plus the applicable margin of 7.25%, or the higher of the one month BA Rate plus 0.75% or the Canadian prime rate plus the applicable margin of 6.25%. At ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, we had $5943,~~244~~082 and $4227,~~242~~568 available under the Revolvers ~~after utilizing $2,006~~ and ~~$1,008~~had ~~for~~outstanding letters of credit ~~outstanding~~of $1,947 and $1,982.

Borrowings under the Senior Secured Credit Facility are collateralized by interests granted on a substantial portion of our worldwide assets and are guaranteed by certain subsidiary guarantors.

The Senior Secured Credit Facility also contains customary affirmative and negative covenants such as restricting certain corporate actions, including asset dispositions, acquisitions, the payment of dividends, changes of control, the incurrence of indebtedness, providing financing and investments and transactions with affiliates. Under the Senior Secured Credit Facility, we are required to comply with certain financial covenants on a quarterly and annual basis. During the first quarter of 2014, we executed the sixth amendment to our Senior Secured Credit Facility (the "Sixth Amendment"), which decreased the Minimum Interest Coverage Ratio and increased the maximum permitted Senior Secured Leverage Ratio, effective the first quarter of 2014. We paid debt issuance and other financing costs of $1,~~499~~492 during the first ~~nine~~quarter ~~months~~ of 2014 related to the Sixth Amendment, of which $719 were deferred and recorded in Other noncurrent assets to be amortized over the remaining term of the facility.

Future maturities of the Company's outstanding Long-term debt as of ~~September~~March 3031, ~~2014~~2015 are summarized as follows:

2014	$	—
2015	$	—
2015	—
2016	15,499
2016	—
2017	419,422
2017	425,305
2018	300,000
2019 and thereafter	—
2019	—
Total debt payments	725,305
2020 and thereafter	—
Less amount representing unamortized debt discount	(9,140		)
Total debt payments	734,921
Total debt balance at September 30, 2014	$	716,165
Less amount representing unamortized debt discount	(7,888		)
Total debt balance at March 31, 2015	$	727,033


6.	Redeemable Preferred Stock

We are authorized to issue in series up to 20,000,000 shares of preferred stock with a par value of $0.01. To date, we have authorized the issuance of three series of preferred shares—Series B, Series C, and Series D. Our Board of Directors determines the voting rights, dividend policy, and conversion rights of each series of these preferred shares. The majority of each series of these preferred shares are held by Onex and other related parties. Each series has a mandatory redemption date of July 2, 2018 for cash and the right to be converted, at any time through the redemption date at the option of the holder, into the Company's Class A Voting Common Stock (initially at $4.85 per share for Series B, $1.50 per share for Series C, and $0.77 per share for Series D), in settlement of these obligations (including all accumulated and unpaid dividends through the redemption date). The net value of the preferred shares is recorded as Redeemable preferred stock (outside of permanent equity).

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

The Series B, C, and D Preferred Stock contain an optional cash redemption call option that is only exercisable by the Company. Since Onex controls the majority of our Board of Directors, accounting guidance requires that we account for this as an in-substance put option, since it assumes that Onex could force the execution of the call option. The in-substance put option meets the qualifications of a derivative, requiring it to be separated from the host instrument and recorded as a liability at fair value, with subsequent changes in the fair value recorded to the income statement. We have determined that the value is immaterial as of ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, thus no adjustment to the carrying value of the stock has been recorded in relation to the in-substance put option.

Series D Preferred Stock

On May 8, 2014, we authorized the issuance of 125,000 shares of ~~16% Cumulative Participating Preferred Stock,~~ Series D ~~(the "Series D~~ Preferred Stock"). OnAt ~~May 8~~March 31, ~~2014,~~2015 weand ~~executed a subscription agreement with Onex Clientlogic Holdings LLC to issue up to 75~~December 31,~~000~~ shares of the Series D Preferred Stock at a rate of $1,000 per share. Pursuant to this offer, we received proceeds of $75,000 from Onex Clientlogic Holdings LLC and other existing shareholders during the second quarter of 2014, ~~which~~ the ~~Company~~number ~~intends to use to fund sales growth, invest in our clients, and execute ongoing cost initiatives. The Series D Preferred Stock ranks senior to each other class~~ of ~~the~~shares ~~Company's stock in liquidation rights. Holders~~ of ~~the~~ Series D Preferred Stock ~~are~~issued ~~entitled to receive cumulative dividends at the rate of 16% of the liquidation preference per share per annum, which accrue from inception~~ and ~~are~~outstanding ~~payable~~was ~~at the mandatory redemption date or upon declaration by our Board of Directors~~75,000. ~~Accrued dividends are recorded to Additional paid-in capital.~~

AtThe ~~September 30,~~liquidation ~~2014,~~value ~~the number~~ of ~~shares~~the of Series D Preferred Stock, ~~issued~~including ~~and~~accrued ~~outstanding~~dividends ~~was~~payable, 75at March 31,~~000.~~ ~~During~~2015 ~~the~~of ~~nine~~$84,880 ~~months~~and ~~ended~~at ~~September~~December 3031, 2014, ~~we incurred fees associated with the issuance~~ of ~~the Series D Preferred Stock totaling~~ $~~180~~81,869, ~~related~~is tonet aof ~~fairness opinion issued by a third party. These fees were~~ deferred ~~and~~financing ~~recorded~~costs ~~outside~~ of ~~permanent~~$143 ~~equity~~and as$154, arespectively. ~~reduction~~Holders of the ~~related~~Series ~~proceeds,~~D toPreferred beStock ~~accreted~~are entitled to ~~Additional~~receive ~~paid-in~~cumulative ~~capital~~dividends ~~from~~at the ~~date~~rate of ~~issuance~~16% toof the ~~stated redemption date. The~~ liquidation ~~value~~preference ofper ~~the~~share ~~Series~~per Dannum, ~~Preferred~~which ~~Stock,~~accrue ~~including~~from ~~accrued~~inception ~~dividends~~and are payable, at ~~September 30,~~the ~~2014~~mandatory ofredemption ~~$78,858~~date isor ~~net~~upon ofdeclaration ~~deferred~~by ~~financing~~our ~~costs~~Board of ~~$165~~Directors.

Series C Preferred Stock

On December 10, 2008, we authorized the issuance of 125,000 shares of Series C Preferred Stock. At ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, the number of shares of Series C Preferred Stock issued and outstanding was 28,881.

When the conversion option of the Series C Preferred Stock into Class A Voting Common Stock at $1.50 per share is less than the fair value of the common stock on issuance date, there is a Beneficial Conversion Feature (“BCF”) associated with the preferred stock. The value of the BCF is recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value to Additional paid-in capital. For the Series C Preferred Stock owned by certain other related parties, this discount is accreted from the date of issuance to the stated redemption date. For the Series C Preferred Stock owned by Onex, the BCF is immediately amortized to the date of issuance due to existence of the in-substance put option on the stock discussed above.

The liquidation value of the Series C Preferred Stock, including accrued dividends payable, at ~~September~~March 3031, ~~2014~~2015 of $6672,~~722~~229 is net of deferred financing costs of $~~145~~126 and the BCF of $1,~~494~~295. The liquidation value of the Series C Preferred Stock, including accrued dividends payable, at December 31, ~~2013~~2014 of $5969,~~056~~273 is net of deferred financing costs of $~~174~~135 and the BCF of $1,~~793~~395. Holders of the Series C Preferred Stock are entitled to receive cumulative dividends at the rate of 16% of the liquidation preference per share per annum, which accrue from inception and are payable at the mandatory redemption date or upon declaration by our Board of Directors.

Series B Preferred Stock

On April 3, 2008, we authorized the issuance of 125,000 shares of Series B Preferred Stock. At ~~September~~March 3031, ~~2014~~2015 and December 31, ~~2013~~2014, the number of shares of Series B Preferred Stock issued and outstanding was 39,947.

The liquidation value of the Series B Preferred Stock, including accrued dividends payable, at ~~September~~March 3031, ~~2014~~2015 of $7277,~~976~~230 and at December 31, ~~2013~~2014 of $6675,~~982~~103, is net of deferred financing costs of $~~221~~191 and $~~265~~206, respectively. Holders of the Series B Preferred Stock are entitled to receive cumulative dividends at the rate of 12% of the liquidation preference per share per annum, which accrue from inception and are payable at the mandatory redemption date or upon declaration by our Board of Directors.


7.	Income Taxes

The effective tax rate of (34.8)% for the three months ended March 31, 2015 differs from the effective tax rate of (58.4)% for the same period of 2014 primarily due to a benefit recorded for changes in the intra-period allocation to continuing operations of $380 during three months ended March 31, 2015 compared to tax expense of $3,418 recorded in the same period

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

per annum, which accrue from inception and are payable at the mandatory redemption date or upon declaration by our Board of Directors.

7. Stock-Based Compensation

The Company’s operating results for the three and nine months ended September 30, 2014 included stock-based compensation expense for issued stock grants of $15 and $137, respectively, compared to $61 and $191, respectively, for the same periods in 2013. These grants were primarily related to director and executive compensation. A summary of restricted stock and restricted stock unit activity is set forth below:

Restricted Stock Activity			Weighted
			Average
			Grant Date
	Shares		Fair Value
Unvested at December 31, 2013	8,268,358		$	7,611
Granted	880,000		502
Vested	—		—
Converted	—		—
Forfeited	(107,500	)	(148		)
Unvested at September 30, 2014	9,040,858		$	7,965

Restricted Stock Unit Activity			Weighted
			Average
			Grant Date
	Shares		Fair Value
Unvested at December 31, 2013	1,616,500		$	3,954
Granted	20,000		11
Vested	—		—
Forfeited	(158,000	)	(498		)
Unvested at September 30, 2014	1,478,500		$	3,467

During the nine months ended September 30, 2014, we issued 880,000 shares of Class A Common Stock to various executives pursuant to the terms of a Restricted Stock Grant Plan and Agreement with each executive. The restricted shares will generally be earned based on the attainment of specified goals achieved over a performance period.

As of September 30, 2014, there was approximately $8,957 of total unrecognized compensation cost (including the effect of expected forfeitures) related to unvested restricted stock and restricted stock units that the Company had not recorded. We will recognize the cost for restricted stock units over a period of three years following the occurrence of a change in control, initial public offering, or liquidity event, as defined in our Restricted Plans. We will recognize the cost for restricted shares either immediately, over a two-year period, or over a three-year period, depending on the terms of the restricted share agreement, commencing upon a change in control, initial public offering, or liquidity event.

8. Income Taxes

The effective tax rate of (29.5)% for the nine months ended September 30, 2014 differs from the effective tax rate of 53.6% for the same period of 2013 primarily due to the greater pre-tax book loss for the nine months ended September 30, 2014 and release of valuation allowance on U.S. state deferred income taxes of $744 and $10,419 on deferred tax assets of our French subsidiary for the same period of 2013. In addition, tax expense resulting from changes in the intra-period allocation to continuing operations of $2,123 was recorded during the nine months ended September 30, 2014 compared to a tax benefit of $598 recorded in the same period of 2013, and tax expense of $797 related to foreign uncertain tax positions and tax audits was recorded during the nine months ended September 30, 2014 compared to a tax benefit of $4,919 recorded in the same period of 2013.

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

~~We consider all income sources, including other comprehensive income, in determining the amount~~ of ~~tax benefit allocated to continuing operations (the "Income Tax Allocation"). Through the third quarter of~~ 2014, asand anoncash ~~result of the Income Tax Allocation, we recorded a non-cash deferred income~~ tax expense of $~~1,676~~554 ~~against~~related ~~Other comprehensive income as a result of year-~~to~~-date~~ ~~gains from mark-to-market fluctuations on foreign currency hedges that are designated as accounting hedges and an offsetting non-cash income~~ tax ~~benefit~~controversy ofactivity ~~$1,676~~ in ~~continuing~~foreign ~~operations.~~jurisdictions ~~Also~~recorded ~~during the first quarter of 2014, the 2013 hedge portfolio was fully settled resulting~~ in the ~~reversal~~three ofmonths ~~previously~~ended ~~recorded tax benefits resulting in non-cash income tax expense of $3~~March 31,~~799.~~ 2014.

We ~~Our~~consider ~~gross~~all ~~unrecognized~~income ~~tax~~sources, ~~benefits~~including ~~(excluding~~other ~~interest~~comprehensive ~~and~~income, ~~penalties)~~in ~~decreased~~determining ~~from~~the ~~$30,717~~amount atof ~~December 31,~~tax ~~2013~~benefit allocated to ~~$30,264~~continuing atoperations ~~September 30,~~(the ~~2014,~~"Income ~~primarily~~Tax ~~resulting from statute expirations~~Allocation"). ~~There~~Through ~~was~~the afirst ~~cash~~quarter ~~payment~~ of ~~$320~~2015, ~~associated~~as ~~with an audit settlement in~~ a ~~foreign~~result ~~jurisdiction. The total amount~~ of ~~unrecognized~~the ~~tax~~Income ~~benefits~~Tax ~~(including~~Allocation, ~~interest~~we ~~and~~recorded ~~penalties)~~a ~~that~~non-cash ~~would~~deferred ~~affect~~ income tax expense, ifof ~~ever recognized in the financial statements is~~ $~~32,630.~~380 Weagainst ~~believe~~Other ~~that~~comprehensive itincome isas ~~reasonably~~a ~~possible~~result ~~that~~of ~~within~~year-to-date ~~the~~gains ~~next~~from 12mark-~~month~~to-market ~~period,~~fluctuations on the ~~amount~~2015 portfolio of ~~unrecognized~~foreign ~~tax~~currency ~~benefits~~hedges ~~for~~that ~~certain~~are ~~foreign~~designated ~~tax~~as ~~positions~~accounting ~~might~~hedges beand ~~reduced~~an byoffsetting ~~$304~~non-cash asincome atax ~~result~~benefit of ~~statute~~$380 ~~expirations~~in orcontinuing ~~final resolution~~operations.

9 Our gross unrecognized tax benefits (excluding interest and penalties) decreased from $28,207 at December 31, 2014 to $27,295 at March 31, 2015, primarily resulting from currency translation adjustments. ~~Employee~~There ~~Benefits~~was a cash payment of $113 associated with an audit settlement in a foreign jurisdiction. The total amount of unrecognized tax benefits (including interest and ~~Compensation~~penalties) that would affect income tax expense, if ever recognized in the financial statements is $27,566. We believe that it is reasonably possible that within the next 12-month period, the amount of unrecognized tax benefits for certain foreign tax positions might be reduced by $174 as a result of statute expirations or final resolution.

~~We have defined benefit pension plans covering certain employees outside of the United States~~8. ~~These~~Employee ~~plans~~Benefits ~~are administered by a third party~~ and include limited activity. The components of the net pension liability of $5,820 at September 30, 2014 and $5,988 at December 31, 2013 are included in Other noncurrent liabilities. Net periodic pension cost consisted of the following:Compensation

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Service cost	$	163		$	137		$	504		$	411
Interest cost	113			87			347			260
Expected return on plan assets	(86		)	(77		)	(251		)	(225		)
Past service costs	40			38			116			120
Amortization of actuarial gains and losses and other	(4		)	(70		)	(8		)	(225		)
Net periodic pension cost	$	226		$	115		$	708		$	341

We have defined benefit pension plans covering certain employees outside of the United States. These plans are administered by a third party and include limited activity. The components of the net pension liability of $6,518 at March 31, 2015 and $6,728 at December 31, 2014 are included in Other noncurrent liabilities. Net periodic pension cost consisted of the following:

We also sponsor various employee retirement plans. In the United States, the Company sponsors a 401(k) savings plan that covers substantially all U.S. employees. In both Canada and Europe, the Company sponsors similar defined contribution plans. Expenses related to the defined contribution plans were $438 and $1,254 in the three and nine months ended September 30, 2014, respectively. Expenses related to these plans in the same periods of 2013 were $204 and $629, respectively.



	Three Months Ended March 31,
	2015			2014
Service cost	$	209		$	171
Interest cost	107			121
Expected return on plan assets	(69		)	(83		)
Past service costs	44			37
Amortization of actuarial gains and losses and other	9			(2		)
Net periodic pension cost	$	300		$	244

10We also sponsor various employee retirement plans. ~~Commitments~~In the United States, the Company sponsors a 401(k) savings plan that covers substantially all U.S. employees. In both Canada and ~~Contingencies~~Europe, the Company sponsors similar defined contribution plans. Expenses related to the defined contribution plans were $404 in the three months ended March 31, 2015. Expenses related to these plans in the same period of 2014 were $368.


9.	Commitments and Contingencies

The Company and its subsidiaries from time to time are subject to legal claims arising in the ordinary course of business. While the Company is unable to predict the outcome of these matters, it believes, based upon currently available facts, that adequate provision for such claims has been made. However, adverse developments could negatively impact earnings in particular future fiscal periods.

~~During~~In ~~2011~~October 2013, ~~the~~India’s ~~French~~Provident ~~tax~~Fund ~~authorities~~("PF") ~~assessed~~issued ~~SITEL~~a ~~France~~summons ~~approximately~~to ~~€7,900~~Sitel ~~(equivalent~~India pursuant to ~~approximately~~the ~~$10,130~~Employees' asProvident ofFund ~~September 30~~and Miscellaneous Provisions Act, ~~2014~~1952 (“PF Act”) ~~for~~stating ~~the~~that ~~periods~~Sitel ~~from~~India ~~2007~~had toimproperly ~~July~~remitted ~~2010~~PF payments for ~~input~~a ~~value~~period ~~added~~of ~~taxes~~2006 ~~related~~ to ~~its~~present. ~~performance~~The ofPF ~~intermediary~~Act ~~insurance~~provides ~~services~~that ~~for~~both the ~~sale~~employer ofand ~~insurance~~employee ~~products~~make ona ~~behalf~~12.0% ofcontribution ~~its~~on ~~insurance~~basic ~~clients.~~wage, ~~During~~excluding ~~December~~certain ~~2013~~allowances, ~~the~~capped ~~French~~at ~~tax~~a ~~authorities~~basic ~~reduced~~wage ~~the~~of ~~assessment~~INR 6,500. Sitel India responded to ~~approximately~~the €1summons. In August 2014,~~247~~ ~~(equivalent~~the toPF Commissioner issued an order assessing Sitel India approximately $12,~~600~~420 asplus ofpenalties ~~September 30,~~and ~~2014).~~interest Onbased ~~January~~on 6,its ~~2014,~~conclusion ~~the~~that ~~Company~~Sitel’s ~~paid~~salary ~~the~~structure ~~assessment~~resulted in an under-contribution to ~~perfect~~the ~~its~~PF ~~rights~~Fund inas ~~the~~a ~~event~~result ~~litigation~~of isexcluding ~~necessary~~certain tospecial ~~resolve~~allowances from “basic wages” for the ~~matter~~period 2006 forward. The AsPF ofaudited ~~September 30~~Sitel’s contributions in 2008, ~~2014~~under the same salary structure, weand ~~have~~found ~~accrued~~no aviolations. ~~portion~~If ofthe excluded allowances are reclassified as basic wages then the ~~assessment~~basic ~~within~~wage ~~Selling,~~would ~~general~~exceed INR 6,500/month cap on PF contributions and ~~administrative~~there ~~expenses~~would ~~("SG&A")~~be ~~equal~~a toPF ~~our~~contribution ~~estimated~~shortfall ~~obligation~~(the ~~under~~difference ~~this~~between ~~matter.~~Sitel’s Nobasic ~~liability~~wage ~~related~~and toINR ~~this~~6,500/month ~~matter~~cap ~~was~~for ~~recorded~~PF ascontribution). ofIn ~~December 31~~September 2014, ~~2013.~~Sitel India filed an appeal and the

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

asappeals oftribunal ~~September 30,~~stayed ~~2014)~~enforcement ~~for~~of athe ~~period~~PF ~~extending~~Order ~~from~~and ~~2004~~directed toSitel ~~October~~India ~~2008. The assessment relates~~ to ~~billings~~deposit ~~made to a domestic Brazilian client for which SITEL Brazil provided on site agent support at the client’s site located in Barueri City, Brazil~~25.0% ~~Local~~of ~~sales taxes on services provided in Brazil are assessed based on~~ the ~~actual~~amount ~~location~~of ~~where services are rendered. SITEL Brazil paid local sales taxes to Barueri City, however~~ the ~~Sao~~PF ~~Paulo~~Order ~~tax~~as ~~authorities~~an ~~contend~~appeal ~~erroneously~~deposit ~~that~~within ~~the~~thirty ~~services were performed in Sao Paolo where SITEL Brazil maintains an office~~days. ~~SITEL~~Sitel ~~Brazil~~made ~~appealed~~that ~~the~~deposit ~~original~~as ~~assessment~~required ~~and~~by ~~in March 2010,~~ the ~~tax authorities ruled against SITEL Brazil~~order. InThe ~~October~~March ~~2010~~23, ~~SITEL~~2015 ~~Brazil~~hearing ~~received~~was apostponed ~~formal~~indefinitely ~~demand to pay the assessment, which at the time totaled R$7,700~~ due to ~~increases~~a invacancy ~~interest~~on ~~and penalties. SITEL Brazil deposited R$7,700 with~~ the ~~tax~~appeals ~~authorities in December 2010 and filed its defense with the courts in January 2011~~tribunal. We are currently unable to predict the probable outcome of this matter and are not able to reasonably estimate the amount of the loss, if any. No liability ~~related~~has tobeen ~~this matter was~~ recorded as of ~~September~~March 3031, ~~2014~~2015 ~~and~~or December 31, ~~2013~~2014.

11During 2011, the French tax authorities assessed SITEL France approximately €7,900 (equivalent to approximately $8,650 as of March 31, 2015) for the periods from 2007 to July 2010 for input value added taxes related to its performance of intermediary insurance services for the sale of insurance products on behalf of its insurance clients. ~~Derivative~~During ~~Financial~~December ~~Instruments~~2013, the French tax authorities reduced the assessment to approximately €1,247 (equivalent to approximately $1,370 as of March 31, 2015). On January 6, 2014, the Company paid the assessment to perfect its rights in the event litigation is necessary to resolve the matter. As of March 31, 2015 and December 31, 2014, we have accrued a portion of the assessment within Selling, general, and administrative expenses ("SG&A") equal to our estimated obligation under this matter.

In April 2008, the local Sao Paulo, Brazil tax authorities assessed our Brazilian subsidiary (“SITEL Brazil”) for the alleged non-payment of local sales taxes in the original amount of approximately R$3,500 (equivalent to approximately $1,110 as of March 31, 2015) for a period extending from 2004 to October 2008. The assessment relates to billings made to a domestic Brazilian client for which SITEL Brazil provided on site agent support at the client’s site located in Barueri City, Brazil. Local sales taxes on services provided in Brazil are assessed based on the actual location where services are rendered. SITEL Brazil paid local sales taxes to Barueri City, however the Sao Paulo tax authorities contend erroneously that the services were performed in Sao Paolo where SITEL Brazil maintains an office. SITEL Brazil appealed the original assessment and in March 2010, the tax authorities ruled against SITEL Brazil. In October 2010, SITEL Brazil received a formal demand to pay the assessment, which at the time totaled R$7,700 due to increases in interest and penalties. SITEL Brazil deposited R$7,700 with the tax authorities in December 2010 and filed its defense with the courts in January 2011. We are currently unable to predict the probable outcome of this matter and are not able to reasonably estimate the amount of loss, if any. No liability related to this matter was recorded as of March 31, 2015 and December 31, 2014.


10.	Derivative Financial Instruments

We are exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates and interest rates. Our policies allow for the use of derivative financial instruments to prudently manage foreign currency exchange rate and interest rate exposure, but do not allow derivatives to be used for speculative purposes. Derivatives that we use are primarily foreign currency forward contracts and interest rate swaps. Our derivative activities are subject to the management, direction, and control of our senior financial officers. Risk management practices, including the use of financial derivative instruments, are presented to our Board of Directors at least annually.

Foreign Currency Exchange Rate Risk

We conduct a significant portion of our business in currencies other than the U.S. dollar. Our subsidiaries generally use the local currency as their functional currency for paying labor and other operating costs. Conversely, revenues for some of these foreign subsidiaries are derived from client contracts that are invoiced and collected in a different currency, principally in U.S. dollars, as well as other currencies such as Euro, British pound sterling, or Australian dollars. To hedge against the risk of fluctuations in our subsidiaries' functional currency, we have contracted with financial institutions to acquire (utilizing forward contracts) the functional currency of the foreign subsidiary at a fixed counterparty exchange rate at specific dates in the future. As of ~~September~~March 3031, ~~2014~~2015, our forward contracts all mature within the next ~~fifteen~~twelve months.

Interest Rate Risk

Interest rate movements create a degree of risk by affecting the amount of our interest payments. Our practice is to use interest rate swap agreements to manage our exposure to interest rate changes.

In connection with the Senior Secured Credit Facility dated January 30, 2007, we entered into an interest rate swap to convert $400,000 (reduced to $350,000 on March 31, 2009) of our floating rate debt into fixed rate debt. We elected not to designate this swap for hedge accounting treatment. On November 28, 2011 we amended the interest rate swap agreement to extend the term through December 31, 2016 and decreased the notional amount to $175,000 as of March 31, 2012. The fair value of this interest rate swap is classified as part of Accrued liabilities and other of $3,414 and $3,526 and as Other noncurrent liabilities of $1,917 and $4,061 as of September 30, 2014 and December 31, 2013, respectively.

For the three and nine months ended September 30, 2014, we recorded losses of $931 and $2,757 for settled interest payments, compared to losses of $932 and $2,688 for the three and nine months ended September 30, 2013. Additionally, there was a non-cash mark-to-market valuation decrease in the liability of $424 and an increase in the liability of $491 for the three and nine months ended September 30, 2014, compared to an increase in the liability of $1,060 and reduction in the liability of $808 for the three and nine months ended September 30, 2013. These amounts are reflected in Interest and other financing costs, net. 17

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

value of this interest rate swap is classified as part of Accrued liabilities and other of $3,257 and $3,292 and as Other noncurrent liabilities of $1,611 and $1,680 as of March 31, 2015 and December 31, 2014, respectively.

For the three months ended March 31, 2015, we recorded losses of $901 for settled interest payments, compared to losses of $905 for the three months ended March 31, 2014. Additionally, there was a non-cash mark-to-market valuation increase in the liability of $797 and $181 for the three months ended March 31, 2014 and 2015, respectively. These amounts are reflected in Interest and other financing costs, net.

Fair Values in the Condensed Consolidated Balance Sheets

Derivative Assets

Derivative Liabilities

September 30, 2014

December 31, 2013

September 30, 2014

December 31, 2013

March 31, 2015

December 31, 2014

March 31, 2015

December 31, 2014

BalanceSheetClassification

FairValue

BalanceSheetClassification

FairValue

Derivatives designated as hedging instruments

Foreign exchange contracts

Prepaids and other current assets

~~336~~1,715

621,108

Accrued liabilities and other

2,~~956~~691

43,~~996~~539

Foreign exchange contracts

Other noncurrent assets

23—

—

Other noncurrent liabilities

~~223~~—

—

Total

~~359~~1,715

621,108

32,~~179~~691

43,~~996~~539

Derivatives not designated as hedging instruments

Interest rate contract - ST

Prepaids and other current assets

—

Accrued liabilities and other

3,~~414~~257

3,~~526~~292

Interest rate contract - LT

Other noncurrent assets

—

Other noncurrent liabilities

1,~~917~~611

41,~~061~~680

Foreign exchange contracts

Prepaids and other current assets

~~409~~1,039

~~341~~469

Accrued liabilities and other

21,~~517~~344

31,~~264~~851

Foreign exchange contracts

Other noncurrent assets

13—

—

Other noncurrent liabilities

54—

—

Total

~~422~~1,039

~~341~~469

76,~~902~~212

106,~~851~~823

Total derivatives

~~781~~2,754

~~403~~1,577

118,~~081~~903

1510,~~847~~362

1918

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

The Effect of Derivative Instruments on the Condensed Consolidated Statements of Comprehensive (Loss~~) Income~~

Derivatives inCash FlowHedgingRelationships	Amount of (Loss) or Gain Recognized in OCI on Derivative (Effective Portion)						Location of LossReclassified fromAccumulated OCI into Income(Effective Portion)	Amount of (Loss) or GainReclassified fromAccumulated OCIinto Income
	Three Months Ended September 30,							Three Months Ended September 30,
	Three Months Ended March 31,							Three Months Ended March 31,
	2014			2013				2014			2013
	2015			2014				2015			2014
Foreign exchange contracts	$	(1,~~797~~716	)	$	(~~2,179~~991	)	COS and SG&A	$	~~(376~~87	)	$	(1,~~348~~999	)
Total	$	(1,~~797~~716	)	$	(~~2,179~~991	)		$	~~(376~~87	)	$	(1,~~348~~999	)
Derivatives inCash FlowHedgingRelationships	Amount of (Loss) or Gain Recognized in OCI on Derivative (Effective Portion)						Location of LossReclassified fromAccumulated OCI into Income(Effective Portion)	Amount of (Loss) or GainReclassified fromAccumulated OCIinto Income
	Nine Months Ended September 30,							Nine Months Ended September 30,
	2014			2013				2014			2013
Foreign exchange contracts	$	(1,532	)	$	(6,466	)	COS and SG&A	$	(3,867	)	$	(75	)
Total	$	(1,532	)	$	(6,466	)		$	(3,867	)	$	(75	)

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 we recorded ~~losses~~gains of $~~226 and $2~~52,~~320,~~ ~~respectively,~~ compared to losses of $~~833 and $25~~1,199 ~~respectively,~~ for the same ~~periods~~period in ~~2013~~2014 to Cost of services. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015, we recorded ~~losses~~gains of $~~150 and $1~~35,~~547,~~ ~~respectively,~~ compared to losses of $~~515~~800 ~~and $50, respectively,~~ for the same ~~periods~~period in ~~2013~~2014 to SG&A for the effective portion of settled hedge contracts. We expect unrealized losses of $~~2,717~~976 will be reclassified from Accumulated other comprehensive loss (“AOCL”) to Cost of services and SG&A over the next twelve months. However, this amount and other future reclassifications from AOCL will fluctuate with movements in the underlying market price of the forward contracts. The estimates of fair value are based on applicable and commonly used pricing models and prevailing financial market information as of ~~September~~March 3031, ~~2014~~2015.

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 we ~~recognized~~realized ~~gains~~$0 on ~~foreign currency transactions related to~~ the ineffective portion of ~~the~~our derivative instruments ofrelated $0to ~~and~~foreign ~~$3,~~currency ~~respectively~~transactions, compared to ~~losses~~gains of $~~104~~3 ~~and $197, respectively,~~ for the same ~~periods~~period in ~~2013~~2014.

Derivatives NotDesignated as Hedging Instruments	Location of (Loss) or GainRecognized in Income on Derivative	Amount of (Loss) orGain Recognized inIncome on Derivative						~~Amount of (Loss) orGain Recognized inIncome on Derivative~~
		Three Months Ended September 30,						Nine Months Ended September 30,
		Three Months Ended March 31,
		2014			2013			2014			2013
		2015			2014
Foreign exchange contracts	COS and SG&A	$	~~(257~~658	)	$	~~(646~~23	)	$	~~(33~~	)	$	~~(1,210~~	)
Foreign exchange contracts	Foreign currency transactions	(~~1,683~~396		)	~~3,301~~238			~~(481~~		)	~~5,231~~
Total		$	~~(1,940~~262	)	$	~~2,655~~261		$	~~(514~~	)	$	~~4,021~~

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015, we recorded ~~losses~~gains of $~~154 and $20~~395, ~~respectively,~~ compared to ~~losses~~gains of $~~388~~14 ~~and $726, respectively,~~ for the same ~~periods~~period in ~~2013~~2014 to Cost of services for derivatives not designated as hedging contracts. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015, we recorded ~~losses~~gains of $~~103 and $13~~263, ~~respectively,~~ compared to ~~losses~~gains of $~~258~~9 ~~and $484, respectively,~~ for the same ~~periods~~period in ~~2013~~2014 to SG&A for derivatives not designated as hedging contracts.

20Current Contracts

At March 31, 2015, the Company had the following outstanding financial contracts that were entered to hedge foreign exchange and interest rate risk:



Derivatives in Cash Flow Relationship	Notional Amount
Interest rate contract	$	175,000
Foreign exchange contracts	138,838


11.	Fair Value Measurements

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

~~Current~~The ~~Contracts~~terms of the Senior Secured Credit Facility, Senior Secured Notes, and Senior Notes include debt with variable and fixed interest rates, totaling $727,033 and $746,016 at March 31, 2015 and December 31, 2014, respectively. The estimated fair value of such debt was $714,000 and $676,000 at March 31, 2015 and December 31, 2014, respectively. The fair value of debt with fixed interest rates was determined using the quoted market prices of debt instruments with similar terms and maturities which are considered Level 2 inputs. The fair value of debt with variable interest rates was also measured using Level 2 inputs. These inputs included good faith estimates of the market value for the particular debt instrument, which represent the amount an independent market participant would provide, based upon market observations and other factors relevant under the circumstances.

At September 30, 2014, the Company had the following outstanding financial contracts that were entered to hedge foreign exchange and interest rate risk:

Derivatives in Cash Flow Relationship	Notional Amount
Interest rate contract	$	175,000
Foreign exchange contracts	170,482

12. Fair Value Measurements

The fair values of Cash and cash equivalents, short-term investments, trade receivables, and trade payables are valued as Level 1 items. The carrying value of these assets and liabilities approximates their fair value due to the short-term maturities. The terms of the Senior Secured Credit Facility, Senior Secured Notes, and Senior Notes include debt with variable and fixed interest rates, totaling $716,165 and $734,614 at September 30, 2014 and December 31, 2013, respectively. The estimated fair value of such debt was $717,000 and $754,000 at September 30, 2014 and December 31, 2013, respectively. The fair value of debt with fixed interest rates was determined using the quoted market prices of debt instruments with similar terms and maturities which are considered Level 2 inputs. The fair value of debt with variable interest rates was also measured using Level 2 inputs. These inputs included good faith estimates of the market value for the particular debt instrument, which represent the amount an independent market participant would provide, based upon market observations and other factors relevant under the circumstances.

U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified into a hierarchy by the inputs used to perform the fair value calculation as follows:

Level 1 – Fair value based on unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2 – Modeled fair value with model inputs that are all observable market values.

Level 3 – Modeled fair value with at least one model input that is not an observable market value.

The following tables summarize the value of financial instruments by the pricing levels defined above as of March 31, 2015 and December 31, 2014. There were no transfers between pricing levels for the three month period ended March 31, 2015.



	Fair Value Measurements at March 31, 2015
	Total		Level 1		Level 2		Level 3
Assets
Foreign currency forward contracts	$	2,754	$	—	$	2,754	$	—
Total	$	2,754	$	—	$	2,754	$	—
Liabilities
Foreign currency forward contracts	$	4,035	$	—	$	4,035	$	—
Interest rate derivative instrument	4,868		—		4,868		—
Total	$	8,903	$	—	$	8,903	$	—

SITEL Worldwide Corporation



	Fair Value Measurements at December 31, 2014
	Total		Level 1		Level 2		Level 3
Assets
Foreign currency forward contracts	$	1,577	$	—	$	1,577	$	—
Total	$	1,577	$	—	$	1,577	$	—
Liabilities
Foreign currency forward contracts	$	5,390	$	—	$	5,390	$	—
Interest rate derivative instrument	4,972		—		4,972		—
Total	$	10,362	$	—	$	10,362	$	—

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

	Fair Value Measurements at September 30, 2014
	Total		Level 1		Level 2		Level 3
Assets
Foreign currency forward contracts	$	781	$	—	$	781	$	—
Total	$	781	$	—	$	781	$	—
Liabilities
Foreign currency forward contracts	$	5,750	$	—	$	5,750	$	—
Interest rate derivative instrument	5,331		—		5,331		—
Total	$	11,081	$	—	$	11,081	$	—

	Fair Value Measurements at December 31, 2013
	Total		Level 1		Level 2		Level 3
Assets
Foreign currency forward contracts	$	403	$	—	$	403	$	—
Total	$	403	$	—	$	403	$	—
Liabilities
Foreign currency forward contracts	$	8,260	$	—	$	8,260	$	—
Interest rate derivative instrument	7,587		—		7,587		—
Total	$	15,847	$	—	$	15,847	$	—

We value derivatives based on current market prices of comparable instruments or, if none are available, on pricing models or formulas using current market and model assumptions. Our interest rate derivative instrument is a pay-fixed, receive-variable, interest rate swap based on LIBOR swap rate. The LIBOR swap rate is observable at commonly quoted intervals for the full term of the swap and therefore is considered a Level 2 item. Our foreign currency forward contracts are contracts to buy foreign currency at a fixed rate for delivery on a specified future date or period. The foreign exchange rate is observable for the full term of the swap and is therefore also considered a Level 2 item. The fair value measurement of a liability must reflect the nonperformance risk of the entity and the counterparty. Therefore, the impact of the Company's and counterparty's creditworthiness have also been factored into the fair value measurement of these derivative instruments.

We measure our intangible assets at fair value on a nonrecurring basis. These assets are classified in Level 3 of the fair value hierarchy. We test all existing Goodwill and other indefinite-lived intangibles (trademark and trade name) for impairment ~~at least annually and more frequently if circumstances indicate that the carrying amount exceeds fair value. We conduct annual impairment tests as of December 31.~~

We estimate the fair values of Goodwill and other indefinite-lived intangibles utilizing multiple measurement techniques performed. The estimation is primarily determined based on an estimate of future cash flows (income approach) discounted at a market derived weighted average cost of capital. The income approach has been determined to be the most representative because our equity does not have an active trading market. Other unobservable inputs used in these valuations include managements' cash flow projections and estimated terminal growth rates. The valuation of indefinite-lived intangible assets also includes an unobservable input for royalty rate, which is based on rates used by comparable industries. We then use a public company model (which uses peer group valuation metrics) to confirm the measurement. 20

No impairment charges related to Goodwill and Other intangible assets were recorded during the three and nine months ended September 30, 2014 and 2013.

Long-lived assets are measured at fair value on a non-recurring basis and are classified in Level 3 of the fair value hierarchy. The fair value is estimated utilizing unobservable inputs, including appraisals on real estate as well as evaluations of the marketability and potential relocation of other assets in similar condition and similar market areas. We analyze our long-lived assets on a quarterly basis for any triggering events that would cause us to perform an impairment test. We recorded

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

~~impairment~~at ~~charges~~least ofannually ~~$446~~and ~~related~~more tofrequently ~~software~~if incircumstances ~~the~~indicate ~~Americas~~that ~~for~~ the ~~three~~carrying ~~and~~amount ~~nine~~exceeds ~~months~~fair ~~ended~~value. ~~September 30,~~We ~~2014.~~conduct Noannual impairment ~~charges~~tests ~~related~~as toof ~~long-lived~~December ~~assets were recorded during the three and nine months ended September 30, 2013~~31.

We ~~have~~estimate ~~certain~~the ~~annuity~~fair ~~contracts~~values ~~included~~of ~~within~~Goodwill ~~Other~~and ~~noncurrent~~other ~~assets~~indefinite-lived onintangibles ~~the~~utilizing ~~accompanying~~multiple ~~Condensed~~measurement ~~Consolidated~~techniques ~~Balance Sheets~~performed. ~~These~~The ~~assets~~estimation ~~are~~is ~~measured~~primarily atdetermined ~~fair~~based ~~value~~ on aan ~~non-recurring~~estimate ~~basis~~of ~~using~~future ~~third-party~~cash ~~recoverability~~flows ~~information~~(income ~~and~~approach) ~~are~~discounted ~~classified~~at ina ~~Level~~market 3derived ofweighted ~~the~~average ~~fair~~cost ~~value~~of ~~hierarchy~~capital. ~~During~~The ~~the~~income ~~three~~approach ~~and~~has ~~nine~~been ~~months~~determined ~~ended~~to ~~September 30,~~be ~~2013,~~the wemost ~~received~~representative ~~approximately~~because ~~$500~~our inequity ~~liquidation~~does ~~payments~~not ~~related~~have toan ~~certain~~active ~~fully-impaired~~trading ~~annuity~~market. ~~contracts~~Other inunobservable ~~the~~inputs ~~Americas,~~used ~~which~~in ~~was~~these ~~recorded~~valuations asinclude amanagement's ~~gain~~cash toflow ~~Impairment~~projections and ~~(gain)~~estimated ~~loss~~terminal ongrowth ~~disposal~~rates. The valuation of indefinite-lived intangible assets also includes an unobservable input for ~~the~~royalty ~~three~~rate, ~~and~~which ~~nine~~is ~~months~~based ~~ended~~on ~~September~~rates ~~30,~~used ~~2013.~~by Nocomparable ~~impairment~~industries. ~~charges~~We ~~related~~then touse ~~Other~~a ~~noncurrent~~public ~~assets~~company ~~were~~model ~~recorded~~(which ~~during~~uses ~~the~~peer ~~three~~group ~~and~~valuation ~~nine~~metrics) ~~months~~to ~~ended~~confirm ~~September 30,~~the ~~2014~~measurement.

~~13.~~No ~~Accumulated~~impairment charges related to Goodwill and Other ~~Comprehensive~~intangible ~~Loss~~assets were recorded during the three months ended March 31, 2015 and 2014.


12.	Accumulated Other Comprehensive Loss

Changes in Accumulated Other Comprehensive Loss by Component ^(a)

	For the Three Months Ended September 30, 2014
	For the Three Months Ended March 31, 2015
	Gains and Losses on Cash Flow Hedges			Defined Benefit Pension Items			Foreign Currency Items			Total
Beginning balance	$	(6,~~416~~116	)	$	(12,~~560~~612	)	$	(3648,~~594~~458	)	$	(4457,~~570~~186	)
Other comprehensive loss before reclassifications, net of tax expense of $30, $0, $0, and $30, respectively	(1,827		)	—			(3,965		)	(5,792		)
Other comprehensive income (loss) before reclassifications, net of tax expense of $380, $0, $0, and $380, respectively	1,336			(33		)	(3,827		)	(2,524		)
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $0, $3, $0, and $3, respectively	376			39			—			415
Amounts reclassified from accumulated other comprehensive loss, net of tax of $0	(87		)	53			—			(34		)
Net current-period other comprehensive (loss) income	(1,451		)	39			(3,965		)	(5,377		)
Net current-period other comprehensive income (loss)	1,249			20			(3,827		)	(2,558		)
Ending balance	$	(74,867	)	$	(12,~~521~~592	)	$	(4052,~~559~~285	)	$	(4959,~~947~~744	)

	For the Three Months Ended September 30, 2013
	Gains and Losses on Cash Flow Hedges			Defined Benefit Pension Items			Foreign Currency Items			Total
Beginning balance	$	(11,586	)	$	(157	)	$	(37,420	)	$	(49,163	)
Other comprehensive (loss) income before reclassifications, net of tax of $0	(2,179		)	—			63			(2,116		)
Amounts reclassified from accumulated other comprehensive (loss) income, net of tax of $0	1,348			(32		)	—			1,316
Net current-period other comprehensive loss	(831		)	(32		)	63			(800		)
Ending balance	$	(12,417	)	$	(189	)	$	(37,357	)	$	(49,963	)

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

	For the Nine Months Ended September 30, 2014
	For the Three Months Ended March 31, 2014
	Gains and Losses on Cash Flow Hedges			Defined Benefit Pension Items			Foreign Currency Items			Total
Beginning balance	$	(12,325	)	$	(1,632	)	$	(40,007	)	$	(53,964	)
Other comprehensive loss before reclassifications, net of tax expense of $1,676, $0, $0, and 1,676, respectively	(3,208		)	—			(552		)	(3,760		)
Other comprehensive (loss) income before reclassifications, net of tax expense of $381, $0, $0, and $381, respectively	(1,372		)	—			652			(720		)
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $3,799, $3, $0, and $3,802, respectively	7,666			111			—			7,777
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $3,799, $0, $0, and $3,799, respectively	5,798			35			—			5,833
Net current-period other comprehensive income (loss)	4,458			111			(552		)	4,017
Net current-period other comprehensive income	4,426			35			652			5,113
Ending balance	$	(7,~~867~~899	)	$	(1,~~521~~597	)	$	(4039,~~559~~355	)	$	(4948,~~947~~851	)

	For the Nine Months Ended September 30, 2013
	Gains and Losses on Cash Flow Hedges			Defined Benefit Pension Items			Foreign Currency Items			Total
Beginning balance	$	(5,428	)	$	(84	)	$	(27,888	)	$	(33,400	)
Other comprehensive loss before reclassifications, net of tax expense of $598, $0, $0, and $598, respectively	(7,064		)	—			(9,469		)	(16,533		)
Amounts reclassified from accumulated other comprehensive loss, net of tax of $0	75			(105		)	—			(30		)
Net current-period other comprehensive loss	(6,989		)	(105		)	(9,469		)	(16,563		)
Ending balance	$	(12,417	)	$	(189	)	$	(37,357	)	$	(49,963	)

(a)Amounts in parentheses indicate debits to Accumulated other comprehensive loss.

24Reclassifications out of Accumulated Other Comprehensive Loss (a)



For the Three Months Ended March 31, 2015
Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss			Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges
Foreign exchange contracts	$	52		COS
	35			SG&A
	87			Total before tax
	—			Tax (expense) or benefit
	$	87		Net of tax

Amortization of defined benefit pension items
Prior service costs	$	(44	)	SG&A
Actuarial gains	(9		)	SG&A
	(53		)	Total before tax
	—			Tax (expense) or benefit
	$	(53	)	Net of tax

Total reclassifications for the period	$	34		Net of tax

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

For the Three Months Ended September 30, 2014
For the Three Months Ended March 31, 2014
Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss			Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges
Foreign exchange contracts	$	(~~226~~1,199	)	COS
	(150		)	SG&A
	(800		)	SG&A
	(376		)	Total before tax
	(1,999		)	Total before tax
	—			Tax (expense) or benefit
	(3,799		)	Tax (expense) or benefit
	$	(~~376~~5,798	)	Net of tax
Amortization of defined benefit pension items
Prior service costs	$	(4037	)	SG&A
Actuarial gains	42			SG&A
	(36		)	Total before tax
	(35		)	Total before tax
	(3		)	Tax (expense) or benefit
	—			Tax (expense) or benefit
	$	(3935	)	Net of tax
Total reclassifications for the period	$	(~~415~~5,833	)	Net of tax

For the Three Months Ended September 30, 2013
Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss			Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges
Foreign exchange contracts	$	(833	)	COS
	(515		)	SG&A
	(1,348		)	Total before tax
	—			Tax (expense) or benefit
	$	(1,348	)	Net of Tax
Amortization of defined benefit pension items
Prior service costs	$	(38	)	SG&A
Actuarial gains	70			SG&A
	32			Total before tax
	—			Tax (expense) or benefit
	$	32		Net of Tax
Total reclassifications for the period	$	(1,316	)	Net of Tax

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

For the Nine Months Ended September 30, 2014
Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss			Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges
Foreign exchange contracts	$	(2,320	)	COS
	(1,547		)	SG&A
	(3,867		)	Total before tax
	(3,799		)	Tax (expense) or benefit
	$	(7,666	)	Net of tax
Amortization of defined benefit pension items
Prior service costs	$	(116	)	SG&A
Actuarial gains	8			SG&A
	(108		)	Total before tax
	(3		)	Tax (expense) or benefit
	$	(111	)	Net of tax
Total reclassifications for the period	$	(7,777	)	Net of tax

For the Nine Months Ended September 30, 2013
Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss			Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges
Foreign exchange contracts	$	(25	)	COS
	(50		)	SG&A
	(75		)	Total before tax
	—			Tax (expense) or benefit
	$	(75	)	Net of tax
Amortization of defined benefit pension items
Prior service costs	$	(120	)	SG&A
Actuarial gains	225			SG&A
	105			Total before tax
	—			Tax (expense) or benefit
	$	105		Net of tax
Total reclassifications for the period	$	30		Net of tax

(a)Amounts in parentheses indicate debits to profit/loss.

2613. Operating Segment and Geographical Information

Our two reportable segments, Americas and EMEA, are organized by geographic operating units. The segment information presented below reflects the internal management reporting that the chief operating decision maker ("CODM") uses to evaluate segment performance and allocate resources, which is solely based on segment revenues, gross margin (segment revenues less segment cost of sales), segment SG&A expense, and the segment operating results as calculated below.

Certain Revenues, Costs of services, and SG&A amounts are excluded from the CODM evaluation of our segments, as the CODM believes they are not representative of segment performance. In addition, the CODM does not review assets or the associated depreciation and amortization at the reportable segment level. Therefore, we do not allocate these items to our reportable segments or present these items at the segment level in our internal management reporting. These unallocated amounts, as well as other income and expenses that are managed at the corporate level, are presented below in the reconciliation of segment operating results to our consolidated Loss before income taxes.

We have modified previously reported SG&A for the three months ended March 31, 2014 to exclude the net operating results of a certain site that was closed during the second quarter of 2014.

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

14. Related Party Transactions

Sale of Subsidiary

On March 29, 2013, the Company sold all of its common stock, totaling 1,287,000 shares, in its Sitel Belgium NV (“Belgium”) subsidiary to HV Management Consulting BVBA (“HVMC”), a company of which the controlling shareholder and chief executive officer is the former Belgium country manager and director, for a nominal price. During the nine months ended September 30, 2013, the Company recorded a Loss on sale of subsidiary of $4,558 related to the Belgium sale in the accompanying Condensed Consolidated Statements of Comprehensive (Loss) Income.

In addition to the sale of stock, the Company also agreed to provide support services and certain sub-contract services to HVMC and Belgium following the date of closing in order to assist in the transition. Certain information technology assets and employees were transitioned to another Company affiliate concurrently with the sale. The Company continues to provide these services as of September 30, 2014.

NAFS Purchase

On August 31, 2011, our wholly owned subsidiary, NAFS, now known as NA Liquidating Company, Inc., executed a Membership Interest Purchase Agreement with David Garner, our former Chief Executive Officer and Non-Executive Chairman of the Company’s Board of Directors, and current Board member. Pursuant to the agreement, Mr. Garner agreed to purchase directly or indirectly through an affiliate, Emory Enterprises, LLC ("Emory"), certain assets and obligations comprising NAFS's third party collections business based in Buffalo, New York (the "NAFS Business"). To facilitate this transaction, NAFS agreed to transfer the assets and obligations of the NAFS Business to a newly formed limited liability company ("NAFS Buffalo").

A portion of the purchase price for the NAFS Business was paid at closing on August 31, 2011, with the remainder to be paid in equal monthly installments over a thirty-six month period commencing March 2012. The NAFS Business was deconsolidated effective August 1, 2011. In addition, commencing August 31, 2011 and ending January 30, 2014, we provided certain outsourced information technology services to NAFS Buffalo and Emory. These services were provided to NAFS Buffalo and Emory to support continuing information technology requirements. The parties also entered an additional service agreement in August 2011 pursuant to which NAFS Buffalo and/or is affiliates agreed to continue to service one of the Company’s clients.

On February 13, 2013, we entered into an agreement with Mr. Garner and Emory pursuant to which we deferred payment of certain information technology service fees charged from February 1, 2012 through January 31, 2013 and amended such service agreements to reduce certain 2013 fees and provide for their ultimate termination. On January 30, 2014, we entered into a new agreement to defer payment of additional past due amounts of $46 and the remaining purchase price receivable of $398 owed to the Company by Emory and Mr. Garner related to the 2011 purchase of the NAFS Business. The Company also agreed to defer payment of the information technology service fees of $176 charged during 2013. These deferred payment amounts were added to the principal and accrued interest owed under the original note, which amounted to $193 as of December 31, 2013. The original note was amended and restated in the principal amount of $813 and is recorded in Other noncurrent assets at September 30, 2014 and December 31, 2013. The note is guaranteed by Mr. Garner on a recourse basis, and is due December 15, 2017. Mr. Garner’s guarantee is secured by a security interest in all of Mr. Garner’s preferred and common stock in the Company granted pursuant to a stock pledge agreement.

15. Operating Segment and Geographical Information

Our two reportable segments, Americas and EMEA, are organized by geographic operating units that portray similar economic characteristics. The segment information presented below reflects the internal management reporting that the chief operating decision maker ("CODM") uses to evaluate segment performance and allocate resources, which is solely based on segment revenues, gross margin (segment revenues less segment cost of sales), segment SG&A expense, and the segment operating results as calculated below.

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

amounts, as well as other income and expenses that are managed at the corporate level, are presented below in the reconciliation of segment operating results to our consolidated Loss before income taxes.

We have modified previously reported SG&A to exclude certain foreign exchange transactions that are no longer presented at the segment level in our internal management reporting that is provided to and used by the CODM. SG&A presented for the nine months ended September 30, 2014 is also exclusive of the net operating results of a certain site that was closed during the second quarter of 2014.

Information about the Company’s reportable segments is as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2014			2013			2014			2013
	2015			2014
Americas
Revenues	$	~~223~~216,~~947~~798		$	~~223~~210,~~322~~827		$	~~647,557~~		$	~~665,588~~
Gross margin	8079,~~290~~897			8376,~~203~~152			~~231,547~~			~~250,857~~
SG&A	4644,~~529~~981			5048,~~315~~109			~~142,532~~			~~149,846~~
Segment operating results	$	3334,~~761~~916		$	3228,~~888~~043		$	~~89,015~~		$	~~101,011~~
GM%	3536.9		%	3736.31		%	~~35.8~~		%	~~37.7~~		%
SG&A%	20.87		%	22.58		%	~~22.0~~		%	~~22.5~~		%
Op Results%	1516.1		%	1413.73		%	~~13.7~~		%	~~15.2~~		%

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2014			2013			2014			2013
	2015			2014
EMEA
Revenues	$	~~135~~137,~~112~~794		$	~~130~~139,~~046~~630		$	~~410,679~~		$	~~401,765~~
Gross margin	3834,~~533~~969			3937,~~535~~024			~~111,686~~			~~115,620~~
SG&A	2926,~~193~~913			2731,~~886~~321			~~90,361~~			~~87,238~~
Segment operating results	$	98,~~340~~056		$	115,~~649~~703		$	~~21,325~~		$	~~28,382~~
GM%	2825.54		%	3026.45		%	~~27.2~~		%	~~28.8~~		%
SG&A%	2119.65		%	2122.4		%	~~22.0~~		%	~~21.7~~		%
Op Results%	65.98		%	94.01		%	~~5.2~~		%	~~7.1~~		%

2824

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

Reconciliation of Segment operating results to consolidated Loss before income taxes:
	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2014			2013			2014			2013
	2015			2014
Segment operating results:
Americas	$	3334,~~761~~916		$	3228,~~888~~043		$	~~89,015~~		$	~~101,011~~
EMEA	98,~~340~~056			115,~~649~~703			~~21,325~~			~~28,382~~
Total	4342,~~101~~972			4433,~~537~~746			~~110,340~~			~~129,393~~
Corporate and other(1)	1011,~~589~~154			1312,~~330~~127			~~32,066~~			~~38,286~~
Depreciation and amortization	9,~~510~~084			108,~~266~~935			~~26,993~~			~~31,175~~
Restructuring and exit charges	~~2,853~~343			13,~~430~~272			~~18,657~~			~~6,732~~
Loss on sale of subsidiary	—			—			—			4,558
Other operating expense (income)(2)	6,696			(276		)
Other operating expense (income)(2)	4,200			(1,476		)	4,379			(1,035		)
Operating income	15,695			9,688
Operating income	15,949			20,987			28,245			49,677
Interest and other financing costs, net	21,620			21,566
Interest and other financing costs, net	19,678			21,200			62,667			59,861
Loss before income taxes	$	(5,925	)	$	(11,878	)
Loss before income taxes	$	(3,729	)	$	(213	)	$	(34,422	)	$	(10,184	)

(1) Represents other operating income and expenses not allocated to segments for internal management reporting purposes, including certain corporate employee compensation, corporate overhead, stock-based compensation, and the net operating results of disposed subsidiaries, which are not material to segment operating results.

(2) Includes amounts from the Condensed Consolidated Statements of Comprehensive (Loss) ~~Income~~ for Loss (gain) on foreign currency transactions, ~~Impairment~~ and ~~loss (gain) on disposal of assets, and~~ Other (income) expense, net.

2925

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

1614. Supplemental Condensed Consolidated Financial Information

The following guarantor financial information is presented to comply with U.S. SEC disclosure requirements, specifically Rule 3-10 of Regulation S-X.

The Senior Secured Notes and Senior Notes are guaranteed jointly and severally, and in the case of the Senior Secured Notes, on a senior secured basis, by the Issuers' parent company, SITEL Worldwide, and by each of SITEL Worldwide's existing and future direct and indirect domestic subsidiaries that are 100% owned by SITEL Worldwide that are guarantors under the Senior Secured Credit Facility (the “Subsidiary Guarantors”). The guarantees are not full and unconditional because Subsidiary Guarantors can be released and relieved of their obligations under certain customary circumstances contained in the indenture governing the Senior Notes and Senior Secured Notes. These circumstances include the following, so long as other applicable provisions of the indentures are adhered to: any sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantors, any sale or other disposition of capital stock of any Subsidiary Guarantors, or designation of any restricted subsidiary that is a Subsidiary Guarantor as an unrestricted subsidiary.

The Condensed Consolidating Statements of Comprehensive (Loss) Income are presented net of intercompany activity. The following supplemental financial information sets forth, on a consolidating basis based on the equity method of accounting, balance sheets, statements of comprehensive income and loss, and statements of cash flows for the Company, the Subsidiary Guarantors, and the Company's non-guarantor subsidiaries.

3026

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

SITEL Worldwide Corporation

Condensed Consolidating Balance Sheet

~~September~~March 3031, ~~2014~~2015

(in thousands of U.S. dollars)

	Parent			Issuers			Guarantors			Non-Guarantors			Eliminations			TotalConsolidated
Assets
Current assets
Cash and cash equivalents	$	—		$	—		$	—216		$	156,~~862~~858		$	—		$	157,~~862~~074
Accounts receivable (net of allowance for doubtful accounts)	—			—			~~127~~116,~~728~~372			~~137~~138,~~318~~842			—			~~265~~255,~~046~~214
Prepaids and other current assets	~~293~~283,~~222~~242			~~10,118~~540			~~208~~280,~~695~~057			~~335~~349,~~264~~683			(~~784~~853,~~988~~907		)	6259,~~311~~615
Total current assets	~~293~~283,~~222~~242			~~10,118~~540			~~336~~396,~~423~~645			~~488~~495,~~444~~383			(~~784~~853,~~988~~907		)	~~343~~321,~~219~~903
Property and equipment, net	4835			—			3942,~~372~~161			5044,~~556~~857			—			8987,~~976~~053
Goodwill	—			—			16,690			101,018			—			117,708
Other intangible assets, net	—			—			16,104			1920,~~920~~659			—			36,~~024~~763
Deferred income taxes	—			—			~~4,558~~750			2426,~~683~~229			—			2926,~~241~~979
Investments in affiliates	(~~490~~503,~~752~~716		)	~~519~~553,~~878~~623			~~187~~194,~~562~~383			—			(~~216~~244,~~688~~290		)	—
Other noncurrent assets	1,~~691~~578			9391,~~853~~455			4439,~~655~~410			2422,~~610~~770			(~~130~~123,~~407~~786		)	3431,~~402~~427
Total assets	$	(~~195~~218,~~791~~861	)	$	~~623~~645,~~849~~618		$	~~645~~706,~~364~~143		$	~~709~~710,~~231~~916		$	(1,~~132~~221,~~083~~983	)	$	~~650~~621,~~570~~833
Liabilities and Stockholders' (Deficit) Equity
Current liabilities
Accounts payable	$	~~207~~540		$	—		$	89,~~195~~591		$	13,~~840~~938		$	—		$	2224,~~242~~069
Accrued payroll and benefits	—			—			2017,~~301~~858			6960,~~867~~701			—			9078,~~168~~559
Accrued liabilities and other	~~133~~131,~~478~~682			~~460~~479,~~578~~593			74109,~~364~~455			~~207~~217,~~412~~453			(~~784~~853,~~988~~907		)	9084,~~844~~276
Income taxes payable	~~217~~163			—			~~327~~233			75,~~277~~543			—			75,~~821~~939
Current portion of capital lease obligations	—			—			2,640			121			—			2,761
Current portion of long-term debt	—			13,900			—			1,599			—			15,499
Total current liabilities	133,902			460,578			105,827			298,517			(784,988		)	213,836
Current portion of capital lease obligations	—			—			2,850			238			—			3,088
Long-term debt	—			668,833			—			47,332			—			716,165
Total current liabilities	132,385			493,493			139,987			299,472			(853,907		)	211,430
Capital lease obligations	—			—			3,391			111			—			3,502
Long-term debt	—			670,085			—			41,449			—			711,534
Deferred income taxes	—			—			3,710			—			—			3,710
Capital lease obligations	—			—			2,706			129			—			2,835
Other noncurrent liabilities	—			1,917			12,558			158,982			(130,407		)	43,050
Deferred income taxes	—			—			—			5,812			—			5,812
Total liabilities	133,902			1,131,328			125,486			504,942			(915,395		)	980,263
Other noncurrent liabilities	—			1,611			9,827			153,816			(123,786		)	41,468
Series B PIK preferred stock	72,976			—			—			—			—			72,976
Total liabilities	132,385			1,165,189			152,520			500,678			(977,693		)	973,079
Series C PIK preferred stock, net of beneficial conversion feature	66,722			—			—			—			—			66,722
Series B PIK preferred stock	77,230			—			—			—			—			77,230
Series D PIK preferred stock	78,858			—			—			—			—			78,858
Series C PIK preferred stock, net of beneficial conversion feature	72,229			—			—			—			—			72,229
Series D PIK preferred stock	84,880			—			—			—			—			84,880
Stockholders' (deficit) equity
Subsidiary exchangeable preferred stock	2,665			—			—			—			—			2,665
Common stock	1,~~277~~278			—			536			168,965			(169,501		)	1,~~277~~278
Additional paid-in capital	~~342~~326,~~331~~578			105,786			668,880			309,794			(1,084,460		)	~~342~~326,~~331~~578
Accumulated deficit	(~~832~~844,~~952~~739		)	(~~562~~567,~~454~~423		)	(9959,~~564~~891		)	(~~280~~270,~~183~~692		)	~~942~~898,~~201~~006			(~~832~~844,~~952~~739		)
Accumulated other comprehensive (loss) income, net of tax	(4959,~~947~~744		)	(5057,~~811~~934		)	(4955,~~974~~902		)	52,~~713~~171			95111,~~072~~665			(4959,~~947~~744		)
Treasury shares, at cost	(11,623		)	—			—			—			—			(11,623		)
Total stockholders' (deficit) equity	(~~548~~585,~~249~~585		)	(~~507~~519,~~479~~571		)	~~519~~553,~~878~~623			~~204~~210,~~289~~238			(~~216~~244,~~688~~290		)	(~~548~~585,~~249~~585		)
Total liabilities and stockholders' (deficit) equity	$	(~~195~~218,~~791~~861	)	$	~~623~~645,~~849~~618		$	~~645~~706,~~364~~143		$	~~709~~710,~~231~~916		$	(1,~~132~~221,~~083~~983	)	$	~~650~~621,~~570~~833

3127

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

SITEL Worldwide Corporation

Condensed Consolidating Balance Sheet

December 31, ~~2013~~2014

(in thousands of U.S. dollars)

	Parent			Issuers			Guarantors			Non-Guarantors			Eliminations			TotalConsolidated
Assets
Current assets
Cash and cash equivalents	$	—		$	—		$	~~136~~287		$	78,~~230~~570		$	—		$	78,~~366~~857
Accounts receivable (net of allowance for doubtful accounts)	—			—			~~112~~136,~~222~~215			~~130~~143,~~250~~012			—			~~242~~279,~~472~~227
Prepaids and other current assets	~~245~~288,~~718~~834			~~322~~414			~~166~~233,~~728~~109			~~302~~356,~~244~~209			(~~661~~821,~~180~~855		)	5356,~~832~~711
Total current assets	~~245~~288,~~718~~834			~~322~~414			~~279~~369,~~086~~611			~~439~~507,~~724~~791			(~~661~~821,~~180~~855		)	~~303~~344,~~670~~795
Property and equipment, net	~~206~~39			—			3741,~~840~~247			5146,~~616~~068			—			8987,~~662~~354
Goodwill	—			—			16,690			101,~~019~~018			—			117,~~709~~708
Other intangible assets, net	—			—			16,104			20,~~443~~811			—			36,~~547~~915
Deferred income taxes	~~1,980~~—			—			~~4,558~~750			2928,~~437~~201			—			3528,~~975~~951
Investments in affiliates	(~~470~~497,~~679~~564		)	~~482~~537,~~165~~316			~~186~~189,~~528~~430			—			(~~198~~229,~~014~~182		)	—
Other noncurrent assets	21,~~972~~655			8792,~~280~~835			4742,~~460~~626			24,~~023~~452			(~~125~~127,~~077~~622		)	3633,~~658~~946
Total assets	$	(~~219~~207,~~803~~036	)	$	~~569~~630,~~767~~565		$	~~588~~676,~~266~~458		$	~~666~~728,~~262~~341		$	(~~984~~1,~~271~~178,659	)	$	~~620~~649,~~221~~669
Liabilities and Stockholders' (Deficit) Equity
Current liabilities
Accounts payable	$	~~502~~282		$	—		$	510,~~842~~533		$	1311,~~817~~485		$	—		$	2022,~~161~~300
Accrued payroll and benefits	~~3,342~~—			—			1215,~~230~~472			6159,~~074~~565			—			7675,~~646~~037
Accrued liabilities and other	~~138~~133,~~053~~234			~~367~~441,~~032~~962			6997,~~461~~256			~~171~~235,~~869~~116			(~~661~~821,~~180~~855		)	85,~~235~~713
Income taxes payable	~~426~~163			82—			~~187~~—			6,~~815~~358			—			76,~~510~~521
Current portion of capital lease obligations	—			—			12,~~583~~666			~~422~~286			—			2,~~005~~952
Total current liabilities	~~142~~133,~~323~~679			~~367~~441,~~114~~962			89125,~~303~~927			~~253~~312,~~997~~810			(~~661~~821,~~180~~855		)	~~191~~192,~~557~~523
Long-term debt	—			~~685~~701,~~090~~149			—			4944,~~524~~867			—			~~734~~746,~~614~~016
Capital lease obligations	—			—			23,~~993~~104			~~132~~168			—			3,~~125~~272
Deferred income taxes	—			—			~~3,828~~—			—5,919			—			35,~~828~~919
Other noncurrent liabilities	~~1,979~~—			41,~~062~~680			910,~~977~~111			~~160~~158,~~260~~485			(~~125~~127,~~076~~622		)	5142,~~202~~654
Total liabilities	~~144~~133,~~302~~679			1,~~056~~144,~~266~~791			~~106~~139,~~101~~142			~~463~~522,~~913~~249			(~~786~~949,~~256~~477		)	~~984~~990,~~326~~384
Series B PIK preferred stock	6675,~~982~~103			—			—			—			—			6675,~~982~~103
Series C PIK preferred stock, net of beneficial conversion feature	5969,~~056~~273			—			—			—			—			5969,~~056~~273
Series D PIK preferred stock	81,869			—			—			—			—			81,869
Stockholders' (deficit) equity
Subsidiary exchangeable preferred stock	2,665			—			—			—			—			2,665
Common stock	1,~~275~~277			—			536			168,965			(169,501		)	1,~~275~~277
Additional paid-in capital	~~357~~334,~~518~~657			105,786			668,~~881~~880			309,~~793~~794			(1,084,460		)	~~357~~334,~~518~~657
Accumulated deficit	(~~788~~836,~~390~~750		)	(~~536~~563,~~750~~223		)	(~~131~~76,~~717~~572		)	(~~279~~273,~~318~~885		)	~~947~~913,~~785~~680			(~~788~~836,~~390~~750		)
Accumulated other comprehensive (loss) income, net of tax	(5357,~~964~~186		)	(5556,~~535~~789		)	(55,~~535~~528		)	21,~~909~~218			~~108~~111,~~161~~099			(5357,~~964~~186		)
Treasury shares, at cost	(911,~~247~~623		)	—			—			—			—			(911,~~247~~623		)
Total stockholders' (deficit) equity	(~~490~~566,~~143~~960		)	(~~486~~514,~~499~~226		)	~~482~~537,~~165~~316			~~202~~206,~~349~~092			(~~198~~229,~~015~~182		)	(~~490~~566,~~143~~960		)
Total liabilities and stockholders' (deficit) equity	$	(~~219~~207,~~803~~036	)	$	~~569~~630,~~767~~565		$	~~588~~676,~~266~~458		$	~~666~~728,~~262~~341		$	(~~984~~1,~~271~~178,659	)	$	~~620~~649,~~221~~669

3228

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

SITEL Worldwide Corporation

Condensed Consolidating Statement of Comprehensive (Loss) Income

Three Months Ended ~~September~~March 3031, ~~2014~~2015

(in thousands of U.S. dollars)

	Parent			Issuers			Guarantors			Non-Guarantors			Eliminations			TotalConsolidated
Revenues	$	—		$	—		$	117,~~486~~121		$	~~241~~237,~~603~~472		$	—		$	~~359~~354,~~089~~593
Operating expenses
Costs of services*	—			—			7473,~~974~~157			~~165~~166,~~414~~282			—			~~240~~239,~~388~~439
Selling, general, and administrative expenses*	54,~~860~~931			3840			1923,~~709~~346			6055,~~582~~019			—			8683,~~189~~336
Depreciation and amortization of property and equipment	105			—			3,~~993~~984			5,~~507~~028			—			9,~~510~~017
Restructuring and exit charges	—			—			668			2,185			—			2,853
Amortization of intangible assets	—			—			—			67			—			67
(Gain) loss on foreign currency transactions	(399		)	2,109			(2,539		)	4,436			—			3,607
Restructuring and exit charges	—			—			73			270			—			343
Other, net	23			(25		)	445			150			—			593
(Gain) loss on foreign currency transactions	(620		)	1,297			(1,132		)	7,280			—			6,825
Operating (loss) income	(5,494		)	(2,122		)	20,236			3,329			—			15,949
Other, net	—			—			—			(129		)	—			(129		)
Interest and other financing costs, net	—			17,537			1,726			415			—			19,678
Operating (loss) income	(4,316		)	(1,337		)	17,693			3,655			—			15,695
Equity in earnings of subsidiaries	(1,627		)	(20,743		)	(2,210		)	—			24,580			—
Interest and other financing costs, net	7			19,544			1,523			546			—			21,620
(Loss) income before income taxes	(3,867		)	1,084			20,720			2,914			(24,580		)	(3,729		)
Equity in earnings of subsidiaries	3,666			(16,681		)	(501		)	—			13,516			—
Income tax provision (benefit)	247			—			(23		)	161			—			385
(Loss) income before income taxes	(7,989		)	(4,200		)	16,671			3,109			(13,516		)	(5,925		)
Net (loss) income	(4,114		)	1,084			20,743			2,753			(24,580		)	(4,114		)
Income tax (benefit) provision	—			—			(10		)	2,074			—			2,064
Net (loss) income	(7,989		)	(4,200		)	16,681			1,035			(13,516		)	(7,989		)
Other comprehensive (loss) income
Foreign currency translation adjustments, net of tax of $0	(3,~~965~~827		)	(32,~~272~~414		)	(21,~~788~~643		)	~~(993~~190		)	73,~~053~~867			(3,~~965~~827		)
Unrealized (loss) gain on derivative valuation, net of tax expense of $30	(1,451		)	(1,451		)	(1,451		)	427			2,475			(1,451		)
Unrealized gain on derivative valuation, net of tax expense of $380	1,249			1,249			1,249			743			(3,241		)	1,249
Reclassification of pension amounts realized in Net (loss) income, net of tax benefit of $3	39			39			39			39			(117		)	39
Change related to pension liability, net of tax of $0	20			20			20			20			(60		)	20
Comprehensive (loss) income	$	(910,~~491~~547	)	$	(35,~~600~~345	)	$	16,~~543~~307		$	21,~~226~~988		$	(1512,~~169~~950	)	$	(910,~~491~~547	)

*Exclusive of Depreciation and amortization of property and equipment

3329

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

SITEL Worldwide Corporation

Condensed Consolidating Statement of Comprehensive (Loss) Income

~~Nine~~Three Months Ended ~~September~~March 3031, 2014

(in thousands of U.S. dollars)

	Parent			Issuers			Guarantors			Non-Guarantors			Eliminations			TotalConsolidated
Revenues	$	—		$	—		$	~~328~~108,~~358~~958		$	~~729~~241,~~957~~521		$	—		$	1350,~~058,315~~479
Operating expenses
Costs of services*	—			—			~~214~~70,~~001~~335			~~500~~166,~~497~~595			—			~~714~~236,~~498~~930
Selling, general, and administrative expenses*	188,~~565~~326			~~116~~38			6623,~~052~~823			~~180~~59,~~810~~743			—			~~265~~91,~~543~~930
Depreciation and amortization of property and equipment	~~158~~87			—			92,~~839~~969			165,~~473~~356			—			268,~~470~~412
Amortization of intangible assets	—			—			—			523			—			523
Restructuring and exit charges	—			—			~~1,133~~185			173,~~524~~087			—			183,~~657~~272
(Gain) loss on foreign currency transactions	(546		)	1,732			(4,751		)	7,362			—			3,797
Loss (gain) on foreign currency transactions	100			100			(1,464		)	854			—			(410		)
Other, net	18—			~~(19~~—		)	~~476~~102			~~107~~32			—			~~582~~134
Operating (loss) income	(188,~~195~~513		)	(~~1,829~~138		)	4113,~~608~~008			65,~~661~~331			—			289,~~245~~688
Interest and other financing costs, net	—			5619,~~028~~428			41,~~492~~358			~~2,147~~780			—			6221,~~667~~566
Equity in earnings of subsidiaries	248,~~101~~215			(3210,~~153~~856		)	(2,~~468~~735		)	—			5,~~584~~376			—
(Loss) income before income taxes	(4216,~~296~~728		)	(258,~~704~~710		)	3414,~~648~~385			4,~~514~~551			(5,~~584~~376		)	(3411,~~422~~878		)
Income tax provision	2,266			—			2,495			5,379			—			10,140
Income tax provision (benefit)	2,088			—			3,529			1,321			—			6,938
Net (loss) income	(4418,~~562~~816		)	(258,~~704~~710		)	3210,~~153~~856			~~(865~~3,230		)	(5,~~584~~376		)	(4418,~~562~~816		)
Other comprehensive (loss) income
Other comprehensive loss
Foreign currency translation adjustments, net of tax of $0	~~(552~~652		)	~~155~~1,478			~~992~~1,478			~~2,090~~658			(3,~~237~~614		)	~~(552~~652		)
Unrealized gain on derivative valuation, net of tax benefit of $2,123	4,458			4,458			4,458			603			(9,519		)	4,458
Unrealized loss on derivative valuation, net of tax (benefit) of $(3,418)	4,426			4,423			4,423			191			(9,037		)	4,426
Reclassification of pension amounts realized in Net (loss) income, net of tax benefit of $3	111			111			111			111			(333		)	111
Change related to pension liability, net of tax of $0	35			35			35			35			(105		)	35
Comprehensive (loss) income	$	(4013,~~545~~703	)	$	(202,~~980~~774	)	$	3716,~~714~~792		$	14,~~939~~114		$	(18,~~673~~132	)	$	(4013,~~545~~703	)

*Exclusive of Depreciation and amortization of property and equipment

3430

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

SITEL Worldwide Corporation

Condensed Consolidating Statement of Comprehensive Income

Three Months Ended September 30, 2013

(in thousands of U.S. dollars)

	Parent			Issuers			Guarantors			Non-Guarantors			Eliminations			TotalConsolidated
Revenues	$	—		$	—		$	109,326		$	244,042		$	—		$	353,368
Operating expenses
Costs of services*	—			—			66,666			164,423			—			231,089
Selling, general, and administrative expenses*	7,865			34			21,919			61,254			—			91,072
Depreciation and amortization of property and equipment	102			—			2,806			5,766			—			8,674
Amortization of intangible assets	—			—			—			1,592			—			1,592
Restructuring and exit charges	—			—			199			1,231			—			1,430
Loss (gain) on foreign currency transactions	169			(1,160		)	(438		)	450			—			(979		)
Other, net	35			—			2			(534		)	—			(497		)
Operating (loss) income	(8,171		)	1,126			18,172			9,860			—			20,987
Interest and other financing costs, net	—			20,547			850			(197		)	—			21,200
Equity in earnings of subsidiaries	(17,500		)	(36,410		)	(18,815		)	—			72,725			—
Income (loss) before income taxes	9,329			16,989			36,137			10,057			(72,725		)	(213		)
Income tax provision (benefit)	104			—			(273		)	(9,269		)	—			(9,438		)
Net income (loss)	9,225			16,989			36,410			19,326			(72,725		)	9,225
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax of $0	63			(469		)	(469		)	(685		)	1,623			63
Unrealized loss on derivative valuation, net of tax of $0	(831		)	(831		)	(831		)	(1,036		)	2,698			(831		)
Reclassification of pension amounts realized in Net income (loss), net of tax of $0	(32		)	(32		)	(32		)	(32		)	96			(32		)
Comprehensive income (loss)	$	8,425		$	15,657		$	35,078		$	17,573		$	(68,308	)	$	8,425

*Exclusive of Depreciation and amortization of property and equipment

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

SITEL Worldwide Corporation

Condensed Consolidating Statement of Comprehensive (Loss) Income

Nine Months Ended September 30, 2013

(in thousands of U.S. dollars)

	Parent			Issuers			Guarantors			Non-Guarantors			Eliminations			TotalConsolidated
Revenues	$	—		$	—		$	310,515		$	756,849		$	—		$	1,067,364
Operating expenses
Costs of services*	—			—			187,864			513,880			—			701,744
Selling, general, and administrative expenses*	24,720			104			63,674			186,015			—			274,513
Depreciation and amortization of property and equipment	314			—			8,332			17,703			—			26,349
Amortization of intangible assets	—			—			—			4,826			—			4,826
Restructuring and exit charges	—			—			744			5,988			—			6,732
Loss (gain) on foreign currency transactions	178			71			293			(578		)	—			(36		)
Loss on sale of subsidiary	—			—			—			4,558			—			4,558
Other, net	152			—			(249		)	(902		)	—			(999		)
Operating (loss) income	(25,364		)	(175		)	49,857			25,359			—			49,677
Interest and other financing costs, net	8			55,457			2,360			2,036			—			59,861
Equity in earnings of subsidiaries	(20,962		)	(74,924		)	(26,115		)	—			122,001			—
(Loss) income before income taxes	(4,410		)	19,292			73,612			23,323			(122,001		)	(10,184		)
Income tax provision (benefit)	311			—			(1,312		)	(4,462		)	—			(5,463		)
Net (loss) income	(4,721		)	19,292			74,924			27,785			(122,001		)	(4,721		)
Other comprehensive loss
Foreign currency translation adjustments, net of tax of $0	(9,469		)	(8,876		)	(8,876		)	(9,905		)	27,657			(9,469		)
Unrealized loss on derivative valuation, net of tax expense of $598	(6,989		)	(6,989		)	(6,989		)	(682		)	14,660			(6,989		)
Reclassification of pension amounts realized in Net (loss) income, net of tax of $0	(105		)	(105		)	(105		)	(105		)	315			(105		)
Comprehensive (loss) income	$	(21,284	)	$	3,322		$	58,954		$	17,093		$	(79,369	)	$	(21,284	)

*Exclusive of Depreciation and amortization of property and equipment

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

SITEL Worldwide Corporation

Condensed Consolidating Statement of Cash Flows

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2014~~ 2015

(in thousands of U.S. dollars)

	Parent			Issuers			Guarantors			Non-Guarantors			Eliminations			TotalConsolidated
Cash flows from operating activities
Net (loss) income	$	(447,~~562~~989	)	$	(254,~~704~~200	)	$	3216,~~153~~681		$	~~(865~~1,035	)	$	(513,~~584~~516	)	$	(447,~~562~~989	)
Undistributed equity in earnings of subsidiaries	243,~~101~~666			(3216,~~153~~681		)	~~2,468~~(501		)	—			513,~~584~~516			—
Adjustments to reconcile Net (loss) income to net cash flows relating to operating activities:
Depreciation and amortization (including intangible assets)	~~158~~5			—			93,~~839~~984			165,~~996~~095			—			269,~~993~~084
Deferred income taxes	~~1,980~~—			—			~~2,123~~(380		)	~~676~~(55		)	—			~~4,779~~(435		)
Non-cash derivative activity	—			~~915~~893			~~3,563~~(914		)	~~1,035~~(527		)	—			~~5,513~~(548		)
Amortization of debt issue costs and original issue discount	—			31,~~831~~316			—			~~121~~39			—			31,~~952~~355
Impairment of property and equipment and other long-term assets	—			—			446			—			—			446
Other non-cash items, net	(28		)	—			(1,616		)	(360		)	—			(2,004		)
Other non-cash items, net	134			—			(1,085		)	(240		)	—			(1,191		)
Change in book overdrafts	—			—			—			(1,343		)	—			(1,343		)
Change in book overdrafts	—			—			(2,501		)	(644		)	—			(3,145		)
Changes in operating assets and liabilities, net	4,346			37,373			(13,312		)	(68		)	—			28,339
Changes in operating assets and liabilities, net	(56,631		)	74,640			(37,939		)	8,958			—			(10,972		)
Net cash (used in) provided by operating activities	—			18,701			3,942			3,816			—			26,459
Net cash (used in) provided by operating activities	(74,820		)	21,529			9,067			26,037			—			(18,187		)
Cash flows from investing activities
Purchases of property and equipment	—			—			(94,~~172~~378		)	(165,~~964~~562		)	—			(269,~~136~~940		)
Proceeds from disposition of property and equipment	—			—			1,~~199~~099			20(1,094		)	—			~~1,219~~5
Net cash used in investing activities	—			—			(73,~~973~~279		)	(166,~~944~~656		)	—			(249,~~917~~935		)
Cash flows from financing activities
Proceeds from issuance of Series D Preferred Stock, net	74,820			—			—			—			—			74,820
Payments on long-term debt and capital lease obligations	—			(134,500		)	(734		)	(10,803		)	—			(146,037		)
Payments on long-term debt and capital lease obligations	—			(263,554		)	(1,230		)	(22,776		)	—			(287,560		)
Proceeds from long-term debt	—			116,700			—			12,710			—			129,410
Proceeds from long-term debt	—			245,501			—			22,300			—			267,801
Payment of interest rate swap, net	—			(901		)	—			—			—			(901		)
Payment of interest rate swap, net	—			(2,757		)	—			—			—			(2,757		)
Net cash provided by (used in) financing activities	—			(18,701		)	(734		)	1,907			—			(17,528		)
Payments of debt issue costs	—			(719		)	—			—			—			(719		)
Effect of exchange rate on cash and cash equivalents	—			—			—			(779		)	—			(779		)
Net cash provided by (used in) financing activities	74,820			(21,529		)	(1,230		)	(476		)	—			51,585
Net change in cash and cash equivalents	—			—			(71		)	(1,712		)	—			(1,783		)
Effect of exchange rate on cash and cash equivalents	—			—			—			15			—			15
Net change in cash and cash equivalents	—			—			(136		)	8,632			—			8,496
Cash and cash equivalents
Beginning of period	—			—			~~136~~287			78,~~230~~570			—			78,~~366~~857
End of period	$	—		$	—		$	—216		$	156,~~862~~858		$	—		$	157,~~862~~074

3731

SITEL Worldwide Corporation

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

(in thousands of U.S. dollars, except share and per share data)

SITEL Worldwide Corporation

Condensed Consolidating Statement of Cash Flows

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2013~~2014

(in thousands of U.S. dollars)

	Parent			Issuers			Guarantors			Non-Guarantors			Eliminations			TotalConsolidated
Cash flows from operating activities
Net (loss) income	$	(418,~~721~~816	)	$	19(8,~~292~~710	)	$	7410,~~924~~856		$	273,~~785~~230		$	(~~122~~5,~~001~~376	)	$	(418,~~721~~816	)
Undistributed equity in earnings of subsidiaries	~~(20~~8,~~962~~215		)	(7410,~~924~~856		)	(262,~~115~~735		)	—			~~122~~5,~~001~~376			—
Adjustments to reconcile Net (loss) income to net cash flows relating to operating activities:
Depreciation and amortization (including intangible assets)	~~314~~87			—			82,~~332~~969			225,~~529~~879			—			318,~~175~~935
Deferred income taxes	—1,980			—			~~(933~~3,418		)	~~(7,551~~650		)	—			(86,~~484~~048		)
Non-cash derivative activity	—			(~~505~~746		)	21,~~751~~808			~~3,825~~429			—			61,~~071~~491
Amortization of debt issue costs and original issue discount	—			31,~~579~~231			—			6635			—			31,~~645~~266
Loss on sale of subsidiary	—			—			—			4,558			—			4,558
Other non-cash items, net	58			—			247			(197		)	—			108
Other non-cash items, net	223			—			(2,412		)	(2,779		)	—			(4,968		)
Change in book overdrafts	—			89			(2,501		)	2,311			—			(101		)
Change in book overdrafts	—			(1,586		)	324			317			—			(945		)
Changes in operating assets and liabilities, net	8,481			8,361			(12,560		)	(14,019		)	—			(9,737		)
Changes in operating assets and liabilities, net	25,138			76,174			(47,792		)	(37,530		)	—			15,990
Net cash (used in) provided by operating activities	5			(10,631		)	1,502			(1,682		)	—			(10,806		)
Net cash (used in) provided by operating activities	(8		)	22,030			9,079			11,220			—			42,321
Cash flows from investing activities
Purchases of property and equipment	(235		)	—			(81,~~320~~917		)	(106,~~233~~989		)	—			(188,~~576~~911		)
Proceeds from disposition of property and equipment	—			—			—1,099			~~275~~9			—			~~275~~1,108
Net cash used in investing activities	(235		)	—			(~~8,320~~818		)	(96,~~958~~980		)	—			(187,~~301~~803		)
Cash flows from financing activities
Payments on long-term debt and capital lease obligations	—			(~~576~~109,~~200~~590		)	(~~1,204~~295		)	(~~4,592~~106		)	—			(~~581~~109,~~996~~991		)
Proceeds from long-term debt	—			~~556~~125,~~941~~970			—95			37,~~691~~330			—			~~560~~133,~~632~~395
Payment of interest rate swap, net	—			(~~2,688~~905		)	—			—			—			(~~2,688~~905		)
Payments of debt issue costs	—			(15719		)	—			(1—		)	—			(16719		)
Net cash (used in) provided by financing activities	—			~~(21~~14,~~962~~756		)	(~~1,204~~200		)	~~(902~~7,224		)	—			~~(24~~21,~~068~~780		)
Effect of exchange rate on cash and cash equivalents	31—			~~(68~~643		)	~~445~~(620		)	(~~313~~55		)	—			95(32		)
Net change in cash and cash equivalents	—			—4,768			—(136		)	47(1,493		)	—			473,139
Cash and cash equivalents
Beginning of period	—			—			—136			127,~~245~~230			—			127,~~245~~366
End of period	$	—		$	—4,768		$	—		$	125,~~292~~737		$	—		$	1210,~~292~~505

3832

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(in thousands of U.S. dollars, except share and per share data)

Overview

We are one of the world's largest and most diversified providers of customer care outsourcing services. We offer our clients a wide array of services, including customer service, technical support, customer acquisition, retention and revenue generation services, and back office support. The majority of our customer care services are inbound and delivered telephonically, but we are increasingly asked to provide services through other communication channels, including email, online chat, IVR, and social media channels. We serve a broad range of industry end–markets, including financial services, technology, wireless, retail and consumer products, telecommunications, media and entertainment, energy and utilities, travel and transportation, ~~internet~~Internet service providers, insurance, public sector, and healthcare. Sitel maintains global standards of excellence providing service through 108 customer experience centers and other facilities located in 21 countries and supporting client customers located in 62 countries across North America, South America, Europe, Africa and Asia Pacific in 40 languages. We have approximately 59,000 employees, with approximately 41,400 employees in the Americas and approximately 17,600 in EMEA. Home-based agents complement our global network of facilities and provide rapidly scalable services and access to unique skill sets, making Sitel a pioneer in customer experience innovation.

Due to the depth of our client relationships and expertise, we are well positioned to help clients holistically improve the experience of their customer with their brand, using the most appropriate channels and communication methods. We further strive to deliver value to our clients by reducing their operating costs, as well as increasing their revenue through improved customer satisfaction, increased retention, ~~and~~ more effective sales interactions. ~~Many~~and ofturning ~~our~~cost ~~clients~~centers, ~~seek~~such ~~providers~~as ~~who~~technical ~~offer a complete suite of customer care services tailored to the needs of their particular end-market. Our top ten clients utilize~~support, oninto ~~average,~~profit ~~four of our services~~centers.

Our geographic footprint and multi-lingual support capability aligns with growing demand from our clients that have global customer bases. Our offering of domestic, nearshore, and offshore contact centers and our Work@Home program allows us to provide customized client solutions, to service customers in a single country or across many different countries and at various price points. Our Global Operating System enables us to deliver consistent, high quality service throughout the world while our regionalized operating model allows us to quickly respond to customer needs.

Our global and flexible operating platform is one of the industry’s most geographically diverse, with services delivered in 40 languages through a network of approximately 110 customer contact centers and related facilities in 23 countries. We have approximately 42,700 employees based in the Americas and approximately 16,400 employees based in EMEA. Our blend of domestic, near-shore, and off-shore locations allows us to provide customized client solutions, whether to service customers in a single country or across many different countries at various price points. Our standardized practices and regionalized support functions are designed to achieve consistent, quality service throughout the world.

Forward-Looking Statements

This report contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, which are based on the beliefs and assumptions of our management regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions. These statements discuss potential risks and uncertainties; therefore, our actual future results could be materially different than those expressed in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date they were made. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law, including the securities laws of the United States and rules and regulations of the SEC. See the discussion in the “Risk Factors” and “Caution Concerning Forward-Looking Statements” sections of the Company’s Annual Report on Form 10-K filed with the SEC on February 19 18, ~~2014~~2015. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in the section entitled “Risk Factors” included in such Annual Report as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

Critical Accounting Policies and Estimates

Our discussion and analysis of results of operations and financial condition are based upon our Condensed Consolidated Financial Statements and the Notes thereto. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the amounts reported in the Condensed Consolidated Financial Statements and Notes thereto. Certain of our accounting policies are considered critical, due to the level of subjectivity and judgment necessary in applying these policies and because the impact of these estimates and assumptions on our financial condition and operating performance may be material. On an ongoing basis, we evaluate our estimates and judgments in these areas based on historic experience and other relevant factors. The estimates as of the date of the financial statements reflect our best judgment giving consideration to all currently available facts and circumstances. We believe our estimates and judgments are reasonable, however, actual results and the timing of the recognition of such amounts could differ from those estimates.

39We have used methodologies that are consistent from year to year in all material respects. For details concerning these critical accounting policies and estimates, please refer to the audited Consolidated Financial Statements and the Notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2015. Any deviation from these policies or estimates could have a material impact on our Condensed Consolidated Financial Statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

experience and other relevant factors. The estimates as of the date of the financial statements reflect our best judgment giving consideration to all currently available facts and circumstances. We believe our estimates and judgments are reasonable, however, actual results and the timing of the recognition of such amounts could differ from those estimates.

We have used methodologies that are consistent from year to year in all material respects. For details concerning these critical accounting policies and estimates, please refer to the audited Consolidated Financial Statements and the Notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2014. Any deviation from these policies or estimates could have a material impact on our Condensed Consolidated Financial Statements.

Results of Operations

Three Months Ended ~~September~~March 3031, ~~2014~~2015 Compared to Three Months Ended ~~September~~March 3031, ~~2013~~2014

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and segment data therein. Results for interim periods may not be indicative of the results for the full years. The table below presents statement of operations data, including the amount and percentage changes for the periods indicated, as well as Revenues, Costs of services, and Selling, general, and administrative expenses ("SG&A") adjusted to exclude the impact of foreign exchange translation. See Non-GAAP Measures for more information on the computation of Revenues, Costs of services, and SG&A that have been adjusted to exclude the impact of foreign exchange translation.



	Three Months Ended March 31,						Dollar Change			Percentage Change		Percentage Change Excluding Foreign Exchange		Foreign Exchange Impact
	2015			2014			Dollar Change			Percentage Change		Percentage Change Excluding Foreign Exchange		Foreign Exchange Impact
Statement of Operations Data:
Revenues:
Americas	$	216,798		$	210,827		$	5,971		2.8	%	5.2	%	$	(4,973	)
EMEA	137,794			139,630			(1,836		)	(1.3	)%	17.2	%	(25,840		)
Other	1			22			(21		)	na		na		1
Total revenues	354,593			350,479			4,114			1.2	%	10.0	%	(30,812		)
Operating expenses:
Costs of services:
Americas	136,901			134,675			2,226			1.7	%	5.7	%	(5,509		)
EMEA	102,825			102,606			219			0.2	%	18.8	%	(19,095		)
Other	(287		)	(351		)	64			18.2	%	13.1	%	18
Total costs of services	239,439			236,930			2,509			1.1	%	11.4	%	(24,586		)
Selling, general and administrative expenses:
Americas	44,981			48,109			(3,128		)	(6.5	)%	(1.7	)%	(2,326		)
EMEA	26,913			31,321			(4,408		)	(14.1	)%	0.1	%	(4,442		)
Other	11,442			12,500			(1,058		)	(8.5	)%	(6.6	)%	(238		)
Total selling, general and administrative expenses	83,336			91,930			(8,594		)	(9.3	)%	(1.7	)%	(7,006		)
Depreciation and amortization of property and equipment	9,017			8,412			605			7.2	%	na		na
Amortization of intangible assets	67			523			(456		)	(87.2	)%	na		na
Restructuring and exit charges	343			3,272			(2,929		)	(89.5	)%	na		na
Loss (gain) on foreign currency transactions	6,825			(410		)	7,235			1,764.6	%	na		na
Other (income) expense, net	(129		)	134			(263		)	(196.3	)%	na		na
Operating income	15,695			9,688			6,007			62.0	%	na		na
Interest and other financing costs, net	21,620			21,566			54			0.3	%	na		na
Loss before income taxes	(5,925		)	(11,878		)	5,953			50.1	%	na		na
Income tax provision	2,064			6,938			(4,874		)	(70.3	)%	na		na
Net loss	$	(7,989	)	$	(18,816	)	$	10,827		57.5	%	na		na

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

	Three Months Ended September 30,						DollarChange			PercentageChange		Percentage Change Excluding Foreign Exchange		Foreign Exchange Impact
	2014			2013
Statement of Operations Data:
Revenues:
Americas	$	223,947		$	223,322		$	625		0.3	%	0.1	%	$	307
EMEA	135,112			130,046			5,066			3.9	%	2.8	%	1,393
Other	30			—			30			na		na		—
Total revenues	359,089			353,368			5,721			1.6	%	1.1	%	1,700
Operating expenses:
Costs of services:
Americas	143,657			140,119			3,538			2.5	%	3.4	%	(1,269		)
EMEA	96,579			90,511			6,068			6.7	%	5.4	%	1,195
Other	152			459			(307		)	(66.9	)%	6.5	%	(337		)
Total costs of services	240,388			231,089			9,299			4.0	%	4.2	%	(411		)
Selling, general and administrative expenses:
Americas	46,529			50,315			(3,786		)	(7.5	)%	(6.2	)%	(652		)
EMEA	29,193			27,886			1,307			4.7	%	3.1	%	455
Other	10,467			12,871			(2,404		)	(18.7	)%	(20.2	)%	190
Total selling, general and administrative expenses	86,189			91,072			(4,883		)	(5.4	)%	(5.4	)%	(7		)
Depreciation and amortization of property and equipment	9,510			8,674			836			9.6	%	na		na
Amortization of intangible assets	—			1,592			(1,592		)	(100.0	)%	na		na
Restructuring and exit charges	2,853			1,430			1,423			99.5	%	na		na
Loss (gain) on foreign currency transactions	3,607			(979		)	4,586			468.4	%	na		na
Impairment and loss (gain) on disposal of assets	674			(501		)	1,175			234.5	%	na		na
Other (income) expense, net	(81		)	4			(85		)	(2,125.0	)%	na		na
Operating income	15,949			20,987			(5,038		)	(24.0	)%	na		na
Interest and other financing costs, net	19,678			21,200			(1,522		)	(7.2	)%	na		na
Loss before income taxes	(3,729		)	(213		)	(3,516		)	(1,650.7	)%	na		na
Income tax provision (benefit)	385			(9,438		)	9,823			104.1	%	na		na
Net (loss) income	$	(4,114	)	$	9,225		$	(13,339	)	(144.6	)%	na		na

Revenues

We reported Revenues of $~~359~~354,~~089~~593 for the three months ended ~~September~~March 3031, ~~2014~~2015, an increase of $54,~~721~~114, compared to $~~353~~350,~~368~~479 for the three months ended ~~September~~March 3031, ~~2013~~2014. Excluding the $130,~~700~~812 impact of foreign exchange translation, Revenues increased $434,~~021~~926 in the ~~third~~first quarter of ~~2014~~2015, compared to the ~~third~~first quarter of ~~2013~~2014. Revenues increased in the ~~third~~first quarter of ~~2014~~2015 (excluding the impact of foreign exchange translation) primarily due to ~~net~~new ~~growth~~business ~~from existing client campaigns~~ of $2032,~~100,~~200 with $1219,~~100~~600 attributable to ~~the~~EMEA ~~Americas~~ and $812,~~000~~600 attributable to ~~EMEA~~the Americas. In addition, revenue from ~~new~~existing ~~clients~~client ~~was~~campaigns increased $1120,~~800~~300 of which $10,300 related to EMEA and $10,000 related to the Americas. These increases were partially offset by $17,600 of attrition, of which $811,~~800~~900 related to the Americas and $35,~~000~~700 related to EMEA.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

These increases were partially offset by $27,900 of attrition, of which $20,600 related to the Americas and $7,300 related to EMEA.

Costs of Services

Costs of services were $~~240~~239,~~388~~439 for the three months ended ~~September~~March 3031, ~~2014~~2015, an increase of $92,~~299~~509, compared to $~~231~~236,~~089~~930 for the three months ended ~~September~~March 3031, ~~2013~~2014. Excluding the impact of foreign exchange translation of $~~411~~24,586, Costs of services increased $927,~~710~~095 during the three months ended ~~September~~March 3031, ~~2014~~2015, as compared to the same period of ~~2013~~2014. Excluding the impact of foreign exchange translation of $26,~~111~~226, gross margin ~~decreased~~increased $57,~~689~~831 during the three months ended ~~September~~March 3031, ~~2014~~2015, as compared to the same period of ~~2013~~2014. The ~~decrease~~increase in cost of services and gross margin is primarily due to ~~commercial~~the ~~and~~aforementioned ~~execution~~increase ~~issues~~in ~~with certain customers~~revenues.

SG&A

SG&A expenses were $8683,~~189~~336 for the three months ended ~~September~~March 3031, ~~2014~~2015, a decrease of $48,~~883~~594, compared to $91,~~072~~930 for the three months ended ~~September~~March 3031, ~~2013~~2014. Excluding the impact of foreign currency translation of $7,006, SG&A decreased $41,~~876~~588 during the three months ended ~~September~~March 3031, ~~2014~~2015, compared to the same period of ~~2013~~2014. The decrease was primarily related to continued SG&A initiatives around employee and ~~telecommunication~~other site expenses.

Depreciation and Amortization of Property and Equipment

Depreciation and amortization of property and equipment was $9,~~510~~017 for the three months ended ~~September~~March 3031, ~~2014~~2015, an increase of $~~836~~605 or 97.62%, as compared to $8,~~674~~412 for the three months ended ~~September~~March 3031, ~~2013~~2014. The increase was primarily related to new assets being placed in service during the last quarter of 2014 in addition to increases in capital expenditures throughout 2014.

Amortization of Intangible Assets

Amortization of intangible assets was $067 for the three months ended ~~September~~March 3031, ~~2014~~2015, compared to $~~1,592~~523 for the three months ended ~~September~~March 3031, ~~2013~~2014. The decrease is due to the customer relationship intangibles becoming fully amortized during the first quarter of 2014, offset by the purchase of additional intangibles in the last quarter of 2014.

Restructuring and Exit Charges

Restructuring and exit charges were $~~2,853~~343 for the three months ended ~~September~~March 3031, ~~2014~~2015, ana ~~increase~~decrease of $12,~~423~~929, as compared to $13,~~430~~272 for the three months ended ~~September~~March 3031, ~~2013~~2014. Restructuring charges for the ~~third~~first quarter of ~~2014~~2015 included severance costs of $~~2,500~~220 and site closure costs of $~~353~~123, which are primarily ongoing lease and other contractual obligations.

During the three months ended ~~September~~March 3031, ~~2014~~2015, ~~1,178~~226 positions were eliminated, resulting in total restructuring charges of $~~2,260~~198 and estimated annualized savings of $~~3,065~~342. The remaining accrual for ~~2014~~ severance-related activities ofinitiated ~~$5,479~~in is2015 ~~expected to be paid during the remainder~~ of ~~2014 and the remaining facility exit costs accrual of~~ $~~868~~22 is expected to be paid during the remainder of ~~2014 through the year 2016 as the related leases expire~~2015.

In the ~~third~~first quarter of ~~2014~~2015, we recognized expense of $~~593~~145 relating to restructuring activities that were initiated in ~~2013~~2014 and prior years. These activities are expected to be completed by the end of ~~2017~~2016 as the related leases expire. The remaining accrual for severance-related activities of $663 is expected to be paid by the end of 2014, and the remaining accrual for facility exit costs of $2,081 is expected to be paid during the remainder of 2014 through 2017 as the related leases expire.

4236

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

accrual for severance-related activities of $776 is expected to be paid by the end of 2015, and the remaining accrual for facility exit costs of $1,436 is expected to be paid during the remainder of 2015 through 2016 as the related leases expire.

Loss (Gain) on Foreign Currency Transactions

We recognized a loss on foreign currency transactions of $36,~~607~~825 for the three months ended ~~September~~March 3031, ~~2014~~2015, compared to a gain of $~~979~~410 for the three months ended ~~September~~March 3031, ~~2013~~2014. The variance is attributable to foreign currency rate fluctuations, primarily related to the strengthening of the U.S. ~~Dollar~~dollar and the British ~~Pound~~pound ~~Sterling~~sterling against the Euro.

Impairment and Loss (Gain) on Disposal of Assets

We recognized a loss on Impairment and loss (gain) on disposal of assets of $674 for the three months ended September 30, 2014, compared to a gain of $501 for the three months ended September 30, 2013. During the third quarter of 2013, we received approximately $500 in liquidation payments related to certain fully-impaired annuity contracts in the Americas, which was recorded as a gain to Impairment and loss (gain) loss on disposal of assets. During the third quarter of 2014, we recorded a loss on sale of assets in addition to impairing certain software in the Americas.

Interest and Other Financing Costs, Net

Interest and other financing costs were $1921,~~678~~620 for the three months ended ~~September~~March 3031, ~~2014~~2015, aan ~~decrease~~increase of $154,~~522,~~ compared to $21,~~200~~566 for the three months ended ~~September~~March 3031, ~~2013~~2014. The ~~decrease~~increase was primarily attributable to ~~non-cash~~the mark-to-market ~~fluctuations~~changes onin ~~our~~the interest rate swap, offset by a decrease in debt issuance costs for the three months ended ~~September~~March 3031, ~~2014~~2015.

Income Tax Provision ~~(Benefit)~~

The provision for income taxes was $~~385~~2,064 for the three months ended ~~September~~March 3031, ~~2014~~2015, compared to a ~~benefit~~provision of $96,~~438~~938 for the three months ended ~~September~~March 3031, ~~2013~~2014. The ~~increase~~decrease in tax expense resulted primarily from a benefit recorded for changes in the ~~release~~intra-period allocation to continuing operations of ~~valuation~~$380 ~~allowance~~during onthe ~~deferred~~three months ended March 31, 2015 compared to tax ~~assets~~expense of ~~our~~$3,418 ~~French~~recorded ~~subsidiary~~in ~~totaling~~the ~~$10~~same period of 2014,~~419~~ and noncash tax expense of $554 related to tax controversy activity in foreign jurisdictions recorded ~~during~~in the three months ended ~~September 30~~March 31, ~~2013~~2014.

Management will continue to assess our ability to realize the deferred tax benefits in jurisdictions which currently have valuation allowances. There are certain state and foreign jurisdictions where management feels it is necessary to see further evidence of sustained achievement towards financial targets before any valuation allowance can be released with respect to these operations. It is not anticipated that the Company will release any remaining portion of valuation allowances with respect to these operations during ~~2014~~2015.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and segment data therein. Results for interim periods may not be indicative of the results for the full years. The table below presents statement of operations data, including the amount and percentage changes for the periods indicated, as well as Revenues, Costs of services, and SG&A adjusted to exclude the impact of foreign exchange translation. See Non-GAAP Measures for more information on the computation of Revenues, Costs of services, and SG&A that have been adjusted to exclude the impact of foreign exchange translation.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

	Nine Months Ended September 30,						DollarChange			PercentageChange		Percentage Change Excluding Foreign Exchange		Foreign Exchange Impact
	2014			2013
Statement of Operations Data:
Revenues:
Americas	$	647,557		$	665,588		$	(18,031	)	(2.7	)%	(1.2	)%	$	(9,874	)
EMEA	410,679			401,765			8,914			2.2	%	(1.2	)%	13,784
Other	79			11			68			618.2	%	na		3
Total revenues	1,058,315			1,067,364			(9,049		)	(0.8	)%	(1.2	)%	3,913
Operating expenses:
Costs of services:
Americas	416,010			414,731			1,279			0.3	%	2.3	%	(8,280		)
EMEA	298,993			286,145			12,848			4.5	%	0.8	%	10,509
Other	(505		)	868			(1,373		)	(158.2	)%	1.0	%	(1,382		)
Total costs of services	714,498			701,744			12,754			1.8	%	1.7	%	847
Selling, general and administrative expenses:
Americas	142,532			149,846			(7,314		)	(4.9	)%	(2.4	)%	(3,643		)
EMEA	90,361			87,238			3,123			3.6	%	(0.1	)%	3,198
Other	32,650			37,429			(4,779		)	(12.8	)%	(15.5	)%	1,008
Total selling, general and administrative expenses	265,543			274,513			(8,970		)	(3.3	)%	(3.5	)%	563
Depreciation and amortization of property and equipment	26,470			26,349			121			0.5	%	na		na
Amortization of intangible assets	523			4,826			(4,303		)	(89.2	)%	na		na
Restructuring and exit charges	18,657			6,732			11,925			177.1	%	na		na
Loss (gain) on foreign currency transactions	3,797			(36		)	3,833			10,647.2	%	na		na
Loss on sale of subsidiary	—			4,558			(4,558		)	(100.0	)%	na		na
Impairment and loss (gain) on disposal of assets	701			(710		)	1,411			198.7	%	na		na
Other income, net	(119		)	(289		)	170			58.8	%	na		na
Operating income	28,245			49,677			(21,432		)	(43.1	)%	na		na
Interest and other financing costs, net	62,667			59,861			2,806			4.7	%	na		na
Loss before income taxes	(34,422		)	(10,184		)	(24,238		)	(238.0	)%	na		na
Income tax provision (benefit)	10,140			(5,463		)	15,603			285.6	%	na		na
Net loss	$	(44,562	)	$	(4,721	)	$	(39,841	)	(843.9	)%	na		na

Revenues

We reported Revenues of $1,058,315 for the nine months ended September 30, 2014, a decrease of $9,049, compared to $1,067,364 for the three months ended September 30, 2013. Excluding the $3,913 impact of foreign exchange translation, Revenues decreased $12,962 in the first nine months of 2014, compared to the first nine months of 2013. Revenues decreased in the first nine months of 2014 (excluding the impact of foreign exchange translation) primarily due to $97,200 of attrition, of

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

which $64,300 related to the Americas and $32,900 related to EMEA. These decreases were partially offset by revenue from new clients of $49,500, with $34,400 attributable to the Americas and $15,100 attributable to EMEA. In addition, net growth of existing client campaigns was $34,800, of which $21,800 related to Americas and $13,000 related to EMEA.

Costs of Services

Costs of services were $714,498 for the nine months ended September 30, 2014, an increase of $12,754, compared to $701,744 for the nine months ended September 30, 2013. Excluding the impact of foreign exchange translation of $847, Costs of services increased $11,907 during the nine months ended September 30, 2014, as compared to the same period of 2013. Excluding the impact of foreign exchange translation of $3,066, gross margin decreased $24,869 during the nine months ended September 30, 2014, as compared to the same period of 2013. The decrease in gross margin is due to commercial and execution issues with certain customers.

SG&A

SG&A expenses were $265,543 for the nine months ended September 30, 2014, a decrease of $8,970, compared to $274,513 for the nine months ended September 30, 2013. Excluding the impact of foreign currency translation of $563, SG&A decreased $9,533 during the nine months ended September 30, 2014, compared to the same period of 2013. The decrease was primarily related to SG&A initiatives around employee, consultant, facility, and telecommunication expenses.

Depreciation and Amortization of Property and Equipment

Depreciation and amortization of property and equipment was $26,470 for the nine months ended September 30, 2014, an increase of $121 or 0.5%, as compared to $26,349 for the nine months ended September 30, 2013.

Amortization of Intangible Assets

Amortization of intangible assets was $523 for the nine months ended September 30, 2014, a decrease of $4,303, or 89.2%, compared to $4,826 for the nine months ended September 30, 2013. The decrease is primarily related to the customer relationship intangibles becoming fully amortized during the first quarter of 2014 resulting in no amortization expense recorded during the second or third quarters of 2014.

Restructuring and Exit Charges

Given the nature of the industry we operate in, we evaluate and assess our worldwide operations in an effort to rationalize facility and labor costs, further streamline our operations in order to align resources to support growth, and appropriately shift the geographic mix of Company resources. This evaluation has resulted in restructuring activities and their related charges, as summarized below.

Restructuring and exit charges were $18,657 for the nine months ended September 30, 2014, an increase of $11,925, as compared to $6,732 for the nine months ended September 30, 2013. Restructuring charges for the first nine months of 2014 included severance costs of $16,383 and site closure costs of $2,274, which are primarily ongoing lease and other contractual obligations.

During the nine months ended September 30, 2014, 2,551 positions were eliminated and two sites were closed, resulting in total restructuring charges of $16,271 and estimated annualized savings of $5,547. The remaining accruals for 2014 severance-related activities of $5,479 is expected to be paid during the remainder of 2014 and the remaining facility exit costs accrual of $868 is expected to be paid during the remainder of 2014 through the year 2016 as the related leases expire.

In the first nine months of 2014, we recognized expense of $2,386 relating to restructuring activities that were initiated in 2013 and prior years. These activities are expected to be completed by the end of 2017 as the related leases expire. The remaining accrual for severance-related activities of $663 is expected to be paid by the end of 2014, and the remaining accrual for facility exit costs of $2,081 is expected to be paid during the remainder of 2014 through 2017 as the related leases expire.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

Loss (Gain) on Foreign Currency Transactions

We recognized a loss on foreign currency transactions of $3,797 for the nine months ended September 30, 2014, compared to a gain of $36 for the nine months ended September 30, 2013. The variance is attributable to foreign currency rate fluctuations, primarily related the strengthening of the U.S. Dollar and the British Pound Sterling against the Euro in addition to the aforementioned out of period adjustment during the second quarter of 2014.

Impairment and Loss (Gain) on Disposal of Assets

We recognized a loss on Impairment and loss (gain) on disposal of assets of $701 for the nine months ended September 30, 2014, compared to a gain of $710 for the nine months ended September 30, 2013. During the third quarter of 2013, we received approximately $500 in liquidation payments related to certain fully-impaired annuity contracts in the Americas. During the third quarter of 2014, we recorded a loss on sale of assets in addition to impairing certain software in the Americas.

Interest and Other Financing Costs, Net

Interest and other financing costs were $62,667 for the nine months ended September 30, 2014, an increase of $2,806, compared to $59,861 for the nine months ended September 30, 2013. The increase was primarily attributable to non-cash mark-to-market fluctuations related to our interest rate swap.

Income Tax Provision (Benefit)

The provision for income taxes was $10,140 for the nine months ended September 30, 2014, compared to a benefit of $5,463 for the nine months ended September 30, 2013. The increase in tax expense resulted primarily from the release of valuation allowance on U.S. state deferred income taxes of $744 and $10,419 on deferred tax assets of our French subsidiary recorded during the nine months ended September 30, 2013. We also recognized additional tax expense primarily resulting from changes in the intra-period allocation to continuing operations of $2,123 recorded during the nine months ended September 30, 2014 compared to a tax benefit of $598 recorded in the same period of 2013, and tax expense of $797 related to foreign uncertain tax positions and tax audits recorded during the nine months ended September 30, 2014 compared to a tax benefit of $4,919 recorded in the same period of 2013.

We consider all income sources, including other comprehensive income, in determining the amount of tax benefit allocated to continuing operations (the "Income Tax Allocation"). Through the third quarter of 2014, as a result of the Income Tax Allocation, we recorded a non-cash deferred income tax expense of $1,676 against Other comprehensive income as a result of year-to-date gains from mark-to-market fluctuations on foreign currency hedges that are designated as accounting hedges and an offsetting non-cash income tax benefit of $1,676 in continuing operations. Also during the first quarter of 2014, the 2013 hedge portfolio was fully settled resulting in the reversal of previously recorded tax benefits resulting in non-cash income tax expense of $3,799.

Client Concentration

Our ten largest clients represented approximately 3836.10% ~~and 37.2%, respectively,~~ of our revenues for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015, as compared to 3836.26% ~~and 37.1%, respectively,~~ for the comparable ~~periods~~period in ~~2013~~2014. No client accounted for more than 10% of our total revenues during these periods.

Liquidity and Capital Resources

Our principal sources of liquidity are net cash provided by operating activities, borrowings under our Senior Secured Credit Facility, and proceeds from the issuances of our Senior Secured Notes, Senior Notes, and equity. We expect that these will continue to be our principal sources of cash in the future. Our principal uses of cash have included debt service, capital expenditures, restructuring activities, and the financing of working capital. We expect that these will continue to be our principal uses of cash in the future.

46We manage a centralized global treasury function in the United States with a particular focus on concentrating and safeguarding our global Cash and cash equivalent reserves. While we generally prefer to hold U.S. dollars, we maintain adequate cash in the functional currency of our foreign subsidiaries to support local operating costs. We protect our cash reserves by maintaining sound cash management practices, relationships with reputable banking partners, and highly liquid investments. We continuously review our assertion for indefinitely reinvested earnings in line with our global cash strategy. Based on forecasted cash needs, no changes to our assertion are necessary at this time.

We believe that cash generated from operations, existing cash balances, and borrowings under our Senior Secured Credit Facility or other financing arrangements will be sufficient to meet our working capital requirements, anticipated capital expenditures, and scheduled debt payments. Our Revolvers mature in January 2016. As of March 31, 2015, we had outstanding borrowings of $15,499 under our Revolvers which provide for aggregate borrowings of up to $61,250 less $1,947 of letters of credit outstanding and $722 for movement in the USD/CAD foreign exchange rate during the quarter for a total availability of

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

~~expenditures~~$43,082. ~~restructuring~~We ~~activities,~~intend ~~and~~to restructure or refinance the ~~financing~~Revolvers ofprior ~~working~~to ~~capital~~their maturity. WeThe ~~expect~~refinancing ~~that~~of ~~these~~the ~~will~~Revolvers ~~continue~~is tooutside beof our ~~principal~~control ~~uses~~and ofthere ~~cash~~can inbe ~~the~~no ~~future~~assurance that such transaction will occur, or if it does occur, on what terms.

We manage a centralized global treasury function in the United States with a particular focus on concentrating and safeguarding our global Cash and cash equivalent reserves. While we generally prefer to hold U.S. dollars, we maintain adequate cash in the functional currency of our foreign subsidiaries to support local operating costs. We protect our cash reserves by maintaining sound cash management practices, relationships with reputable banking partners, and highly liquid investments. We continuously review our assertion for indefinitely reinvested earnings in line with our global cash strategy. Based on forecasted cash needs, no changes to our assertion are necessary at this time.

The amount of capital required over the next 12 months will also depend on our levels of investment in infrastructure necessary to maintain, upgrade, or replace existing assets or to develop new customer contact centers. Our working capital and capital expenditure requirements could also increase materially in the event cash is required to fund new strategic initiatives, the resolution of certain litigation or administration disputes, or other unexpected business expenses. These factors could require that we raise additional capital through future debt or equity financing or reduce certain capital and other expenditures.

We expect our operations to continue to require capital expenditures consistent with prior periods to support the growth of our business. We expect to continue to finance equipment purchases through proceeds from our operations, our Senior Secured Credit Facility, and our ability to acquire equipment through operating and capital lease obligations with various equipment vendors and lending institutions.

Cash Flows

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2014~~2015 Compared to ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2013~~2014

The following summarizes our primary sources and uses of cash in the periods presented (in thousands):

							Increase
	Nine Months Ended September 30,						(Decrease) to
	Three Months Ended March 31,						(Decrease) to
							Net Cash Flow
	2014			2013			Amount
	2015			2014			Amount
Cash provided by (used in):
Operating activities	$	~~(18~~26,~~187~~459	)	$	42(10,~~321~~806	)	$	~~(60~~37,~~508~~265	)
Investing activities	(249,~~917~~935		)	(187,~~301~~803		)	62,~~616~~132
Financing activities	51(17,~~585~~528		)	~~(24~~21,~~068~~780		)	75(39,~~653~~308		)

Operating Activities. Cash ~~used~~provided inby operations was $1826,~~187~~459 during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, compared to acash ~~source~~used ofin ~~cash~~operations of $4210,~~321~~806 during the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2014. The $6037,~~508~~265 ~~decrease~~increase compared to the same period in ~~2013~~2014 was ~~primarily~~ driven by ana ~~increase~~decrease in Net loss., Inas ~~addition,~~well ~~there~~as ~~was~~an ~~decrease~~increase in cash from the changes in working capital as a result of ana ~~increase~~decrease in Accounts receivable. The ~~increase~~decrease in Accounts receivable was due to the timing of cash receipts in the current quarter as compared to the prior year.

Investing Activities. Cash used in investing activities was $249,~~917~~935 during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015 compared to $187,~~301~~803 during the comparable period in ~~2013~~2014. The $62,~~616~~132 increase was primarily due to increases in capital expenditures ~~partially offset by proceeds received on the disposition of an asset held for sale in the Americas~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015.

Financing Activities. Cash ~~provided~~used byin financing activities was $5117,~~585~~528 during the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, compared to a ~~use~~source of cash of $2421,~~068~~780 during the same period in ~~2013~~2014. The $7539,~~653~~308 ~~increase~~decrease was primarily due to ~~the~~pay-downs ~~issuance~~on ofour ~~Series~~Revolver Dbalance ~~Preferred~~as ~~Stock~~a ~~during~~result ~~the~~of ~~nine~~cash provided by operations for three months ended ~~September~~March 3031, 2015, compared to borrowings as a result of cash used in operations during the same period of 2014.

Cash Position, Working Capital and Indebtedness

47As of March 31, 2015, our total Cash and cash equivalents were $7,074 and we had total indebtedness of $732,956. Working capital was $110,473 at March 31, 2015, compared to $152,272 at December 31, 2014, while adjusted working capital (defined as current assets (excluding Cash and cash equivalents and restricted cash) less current liabilities (excluding current portion of long-term debt and book overdrafts)) was $119,645 at March 31, 2015, compared to $145,176 at December 31, 2014, a decrease of $25,531. Adjusted working capital is a non-GAAP measure. See "Non-GAAP Measures" for a reconciliation of this non-GAAP measure.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

As of September 30, 2014, our total Cash and cash equivalents were $15,862 and we had total indebtedness of $722,428. Working capital was $129,383 at September 30, 2014, compared to $112,113 at December 31, 2013, while adjusted working capital (defined as current assets (excluding Cash and cash equivalents and restricted cash) less current liabilities (excluding current portion of long-term debt and book overdrafts)) was $112,039 at September 30, 2014, compared to $105,965 at December 31, 2013, an increase of $6,074. Adjusted working capital is a non-GAAP measure. See "Non-GAAP Measures" for a reconciliation of this non-GAAP measure.

Long-Term Debt

Senior Notes

On March 18, 2010, SITEL, LLC and Sitel Finance Corp. (the "Issuers") issued the 11.5% Senior Notes due April 1, 2018 having an aggregate principal amount of $300,000 with an original issuance discount of $7,638. The Senior Notes are general unsecured obligations of SITEL Worldwide Corporation and are senior in right of payment to all existing and future indebtedness, if any, that is by its terms expressly subordinated to the Senior Notes. The Senior Notes are guaranteed by our domestic subsidiaries and will mature on April 1, 2018. Interest accrues on the Senior Notes at a rate of 11.5% annually, and is payable semi-annually in arrears on April 1 and October 1. Proceeds from the Senior Notes offering were used to pay down approximately $231,600 of the Term Loans and 100.0% of the outstanding balance on the Revolvers, both of which are discussed further below.

We are not required to make mandatory redemptions or sinking fund payments with respect to the Senior Notes~~; however at any time prior to August 1, 2013, the issuers of the Senior Notes may, on any one or more occasions, redeem up to 35~~.0% of the aggregate principal amount of Senior Notes with the net proceeds of certain equity offerings at 111.5%. Prior to April 1, 2014, the Senior Notes may be redeemed in part or in full at a redemption price equal to 100.0% of the principal amount of the Senior Notes, plus a make-whole premium calculated in accordance with the indenture governing the Senior Notes and accrued and unpaid interest. On or after April 1, 2014, the Senior Notes may be redeemed in part or in full at the following percentages of the outstanding principal amount prepaid: 105.750% prior to April 1, 2015; 102.875% on or after April 1, 2015, but prior to April 1, 2016; and 100.000% on or after April 1, 2016.

The indenture governing the Senior Notes contains customary covenants and restrictions on the activities of SITEL, LLC, Sitel Finance and SITEL, LLC's restricted subsidiaries, including, but not limited to, the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of SITEL, LLC's assets. Certain of these covenants will be suspended if the Senior Notes are assigned an investment grade rating by both Standard & Poor's Rating Services and Moody's Investor Service, Inc. and no default has occurred or is continuing. If either rating on the Senior Notes should subsequently decline to below investment grade, the suspended covenants will be reinstated.

Senior Secured Notes

On April 20, 2012, the Issuers issued the 11.0% Senior Secured Notes due August 1, 2017, having an aggregate principal amount of $200,000 with an original issuance discount of $8,000. The Senior Secured Notes are guaranteed by our domestic subsidiaries and will mature on August 1, 2017. The Senior Secured Notes and the guarantees are the senior obligations of the Issuers and the guarantors and are secured on a first-priority basis by a lien on substantially all of the assets of the Issuers and the guarantors, subject to certain exceptions. Interest accrues on the Senior Secured Notes at a rate of 11.0% annually, and is payable semi-annually in arrears on February 1 and August 1. Proceeds from the Senior Secured Notes offering were used to pay down approximately $128,900 of the Term Loans and 100.0% of the outstanding balance on the Revolvers, both of which are discussed further below.

We are not required to make mandatory redemptions or sinking fund payments with respect to the Senior Secured Notes~~; however at any time prior to August 1, 2014, the issuers of the Senior Notes may, on any one or more occasions, redeem up to 35~~.0% of the aggregate principal amount of Senior Secured Notes with the net proceeds of certain equity offerings at 111.0%. Prior to August 1, 2014, the Senior Secured Notes may be redeemed in part or in full at a redemption price equal to 100.0% of the principal amount of the Senior Secured Notes, plus a make-whole premium calculated in accordance with the indenture governing the Senior Secured Notes and accrued and unpaid interest. On or after August 1, 2014, the Senior Secured Notes may be redeemed in part or in full at the following percentages of the outstanding principal amount prepaid: 105.500% prior to August 1, 2015; 102.750% on or after August 1, 2015, but prior to August 1, 2016; and 100.000% on or after August 1, 2016.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

The indenture governing the Senior Secured Notes contains customary covenants and restrictions on the activities of SITEL, LLC, Sitel Finance and SITEL, LLC's restricted subsidiaries, including, but not limited to, the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of SITEL, LLC's assets.

2007 Senior Secured Credit Facility

Overview

On January 30, 2007, we entered into a Senior Secured Credit Facility among a syndicate of banks with Goldman Sachs Credit Partners L.P. as joint lead arranger, joint bookrunner, administrative agent and collateral agent and GE Capital Markets, Inc. as joint lead arranger and joint bookrunner. The Senior Secured Credit Facility originally provided for total available borrowings in an aggregate principal amount of approximately $760,000, which included $85,000 of revolvers maturing on January 30, 2013, consisting of a $50,000 U.S. revolver, a $7,000 Canadian revolver (made available in Canadian dollars) and a $28,000 U.K. revolver (made available in Euro and British pound sterling) (collectively, the "Revolvers"), and $675,000 of term loans maturing on January 30, 2014, consisting of a $550,000 U.S. term loan, a €51,447 Euro term loan, and a £30,000 British pound sterling term loan (collectively, the "Term Loans"). SITEL, LLC is the borrower under the U.S. term loan and the U.S. revolver, ClientLogic Holding Limited is the borrower under the Euro term loan, the British pound sterling term loan and the U.K. revolver, and SITEL Canada Corporation (formerly known as ClientLogic Canada Corporation) is the borrower under the Canadian revolver.

As of September 30, 2014, we had an aggregate of $225,305 of outstanding indebtedness under our Senior Secured Credit Facility, which consisted of $225,305 of Term Loans and $0 of Revolvers. Our Term Loans consisted of $177,973 outstanding on the U.S. term loan, $28,130 outstanding on the Euro term loan, and $19,202 outstanding on the British pound sterling term loan. In addition, we had outstanding letters of credit of $2,006 as of that date. As of September 30, 2014, we had $59,244 available for additional borrowings under our Revolvers. 39

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

January 30, 2013, consisting of a $50,000 U.S. revolver, a $7,000 Canadian revolver (made available in Canadian dollars) and a $28,000 U.K. revolver (made available in Euro and British pound sterling) (collectively, the "Revolvers"), and $675,000 of term loans maturing on January 30, 2014, consisting of a $550,000 U.S. term loan, a €51,447 Euro term loan, and a £30,000 British pound sterling term loan (collectively, the "Term Loans"). SITEL, LLC is the borrower under the U.S. term loan and the U.S. revolver, ClientLogic Holding Limited is the borrower under the Euro term loan, the British pound sterling term loan and the U.K. revolver, and SITEL Canada Corporation (formerly known as ClientLogic Canada Corporation) is the borrower under the Canadian revolver.

As of March 31, 2015, we had an aggregate of $234,921 of outstanding indebtedness under our Senior Secured Credit Facility, which consisted of $219,422 of Term Loans and $15,499 of Revolvers. Our Term Loans consisted of $177,973 outstanding on the U.S. term loan, $24,009 outstanding on the Euro term loan, and $17,440 outstanding on the British pound sterling term loan. In addition, we had outstanding letters of credit of $1,947 as of that date. As of March 31, 2015, we had $43,082 available for additional borrowings under our Revolvers.

First Amendment

On December 9, 2008, we entered into the first amendment to our Senior Secured Credit Facility (the "First Amendment") which, among other matters, modified applicable interest rates, certain negative covenants and financial covenant thresholds. In addition, the First Amendment permitted us to offer to purchase the outstanding Term Loans at a discount to par using a portion of the net proceeds we received from the sales of our series C preferred stock we completed in 2008. We received approximately $29,600 through the issuance of series C preferred stock which was a condition to entering into the First Amendment. As required under the First Amendment, we offered to purchase Term Loans under the Senior Secured Credit Facility, and in December 2008, we purchased $27,047 of outstanding principal under the Term Loans for $15,000, which Term Loans were subsequently canceled and retired.

Second Amendment

In April 2009, we entered into the second amendment to our Senior Secured Credit Facility which effected a technical amendment clarifying certain terms governing minimum borrowing amounts under certain interest rates including London Interbank Offer Rate ("LIBOR").

Third Amendment

In February 2010, we entered into a third amendment to the Senior Secured Credit Facility (the "Third Amendment") to, among other things, permit the issuance of the Senior Notes, improve the terms of mandatory prepayment requirements, and modify our Senior Secured Leverage Ratio covenant and Minimum Interest Coverage Ratio covenant.

Fourth Amendment

During the second quarter of 2011, we entered into the fourth amendment to the Senior Secured Credit Facility (the "Fourth Amendment") to, among other things, allow flexibility to refinance or prepay the non-extended portions of the Term Loans prior to the extended portions, and to refinance, extend or replace the Revolvers and Term Loans; increase the Senior Secured Leverage Ratio covenant levels; and decrease the Minimum Interest Coverage Ratio covenant levels.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

Fifth Amendment

In April 2012, we entered into the fifth amendment to the Senior Secured Credit Facility (the "Fifth Amendment") which allowed for the issuance and sale of the Senior Secured Notes, modified our Senior Secured Leverage Ratio covenant and Minimum Interest Coverage Ratio covenant and changed the currency mix of our lenders' revolver commitments to consist only of U.S. dollar and Canadian dollar amounts and terminated the British pound sterling revolver commitment. During the second quarter of 2012, a portion of the proceeds received from the issuance of the Senior Secured Notes were used to prepay the outstanding balances on the non-extended term loans, which were due in January 2014.

Sixth Amendment

In February 2014, we entered into the sixth amendment to the Senior Secured Credit Facility (the "Sixth Amendment") which increased our Senior Secured Leverage Ratio and decreased our Minimum Interest Coverage Ratio covenant levels.

Interest

The Term Loans mature in January 2017. All Term Loans amortize in equal quarterly installments in an aggregate annual amount equal to 0.25% of the original principal amount with the balance payable at maturity. Payments on the principal amount have exceeded the cumulative amortization schedule, thus no amount is due until maturity. Interest on the U.S. term loan is based, at our option, on LIBOR plus the applicable margin of 7.25% or the higher of (i) the federal funds rate plus 0.50% or (ii) the banks’ prime rate, plus the applicable margin of 6.25%. Interest on the Euro term loan is based on EURIBOR plus the applicable margin of 7.25%. Interest on the British pound sterling term loan is based on LIBOR plus the applicable margin of 7.25%. We have an interest rate swap agreement for the notional amount of $175,000 against our Term Loans that is based on a rate of 2.315% versus three month LIBOR.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

have exceeded the cumulative amortization schedule, thus no amount is due until maturity. Interest on the U.S. term loan is based, at our option, on LIBOR plus the applicable margin of 7.25% or the higher of (i) the federal funds rate plus 0.50% or (ii) the banks’ prime rate, plus the applicable margin of 6.25%. Interest on the Euro term loan is based on EURIBOR plus the applicable margin of 7.25%. Interest on the British pound sterling term loan is based on LIBOR plus the applicable margin of 7.25%. We have an interest rate swap agreement for the notional amount of $175,000 against our Term Loans that is based on a rate of 2.315% versus three month LIBOR.

The Revolvers mature in January 2016. In January 2013, the non-extended portion of our U.S. Revolver expired, reducing the borrowing capacity under the Revolvers from $85,000 to $61,250. A commitment fee is payable quarterly at 1.00% per annum of the undrawn portion of the Revolvers. Interest on the U.S. revolver is based, at our option, on LIBOR plus the applicable margin of 7.25%, or the higher of the federal funds rate plus 0.50% or the prime rate plus the applicable margin of 6.25%. Interest on the Canadian revolver is based, at our option, on the Canadian banker's acceptance rate plus the applicable margin of 7.25% or the higher of the one month BA Rate 0.75% or the Canadian prime rate plus the applicable margin of 6.25%.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, including the impact of our interest rate swap, the weighted average interest rate on the Term Loans was 89.7113%. The weighted average rate on the Revolvers was 89.2500% for the same period. Specified interest rates for the Euro term loan and British pound sterling term loan are as described in the Senior Secured Credit Facility. ~~The applicable margins under the Senior Secured Credit Facility increased by 50 basis points in August 2014 per the terms of the agreement.~~

Covenants

We are required under the terms of the Senior Secured Credit Facility to maintain certain financial covenants on a quarterly and annual basis, specifically:

Senior Secured Leverage Ratio. The senior secured leverage ratio is the ratio of our total funded debt that is secured by a lien on any of our assets or equity interests or any of our subsidiaries to our Adjusted EBITDA (as defined in the amended Senior Secured Credit Facility) for each period of four consecutive quarters ending during the term of the Senior Secured Credit Facility.

Minimum Interest Coverage Ratio. The minimum interest coverage ratio is the ratio of Adjusted EBITDA to cash interest expense (net of interest income) for each period of four consecutive quarters ending during the term of the Senior Secured Credit Facility.

Maximum Capital Expenditures. The maximum capital expenditures covenant in our Senior Secured Credit Facility limits our annual capital spending, cash restructuring in excess of $10,000 and our acquisition expenses in excess of $10,000 to a pre-established limit each year and allows for carryover of unused spend.

50We were in compliance with all debt covenants under the Senior Secured Credit Facility as of March 31, 2015. We believe that we will continue to be in compliance with restrictive covenants in our Senior Secured Credit Facility throughout the next twelve months.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

We were in compliance with all debt covenants under the Senior Secured Credit Facility as of September 30, 2014. We believe that we will continue to be in compliance with restrictive covenants in our Senior Secured Credit Facility throughout the next twelve months.

Off-Balance Sheet Arrangements

Our off balance sheet arrangements primarily consist of our operating leases and standby letters of credit. We lease property and equipment under non-cancelable operating lease arrangements with initial or remaining lease terms in excess of one year. At ~~September~~March 3031, ~~2014~~2015, the future lease commitments relating to our operating leases were $~~122~~109,~~949~~457. We utilize standby letters of credit to support workers’ compensation policy requirements, performance obligations, tax obligations, and certain operating leases. These obligations will expire at various dates through ~~June~~January ~~2015~~2016, and are renewed as required. The outstanding commitment on these obligations at ~~September~~March 3031, ~~2014~~2015 was $21,~~006~~947.

Non-GAAP Measures

We use Adjusted working capital and Revenues, Costs of services, and SG&A that have been adjusted to exclude the impact of foreign exchange translation as non-GAAP measures.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

The computation of Adjusted working capital is as follows:

	September 30, 2014			December 31, 2013
	March 31, 2015			December 31, 2014
Working capital (a)	$	~~129~~110,~~383~~473		$	~~112~~152,~~113~~272
Adjustments:
Cash and cash equivalents	(157,~~862~~074		)	(78,~~366~~857		)
Restricted cash	(43,~~623~~966		)	(4,~~312~~159		)
Current portion of capital lease obligations	2,761			2,005
Current portion of long-term debt	15,499			—
Book overdrafts	380			3,525
Current portion of capital lease obligations	3,088			2,952
Total adjustments	(17,344		)	(6,148		)
Book overdrafts	1,625			2,968
Adjusted working capital	$	112,039		$	105,965
Total adjustments	9,172			(7,096		)
Adjusted working capital	$	119,645		$	145,176

(a) Defined as current assets less current liabilities from the Condensed Consolidated Balance Sheets.

We believe that Adjusted working capital provides a meaningful measure of our operational results and underlying performance.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

(in thousands of U.S. dollars, except share and per share data)

The computation of Revenues, Costs of services, and SG&A that have been adjusted to exclude the impact of foreign exchange translation is as follows:

	Three Months Ended September 30,
	Three Months Ended March 31,
	2014		2013		DollarChange			PercentageChange		Percentage Change Excluding Foreign Exchange		Foreign Exchange Impact			$ Change without Foreign exchange impact
	2015		2014		DollarChange			PercentageChange		Percentage Change Excluding Foreign Exchange		Foreign Exchange Impact			$ Change without Foreign exchange impact
Total revenues	$	~~359~~354,~~089~~593	$	~~353~~350,~~368~~479	$	54,~~721~~114		1.62	%	110.10	%	$	1(30,~~700~~812	)	$	434,~~021~~926
Total costs of services	~~240~~239,~~388~~439		~~231~~236,~~089~~930		92,~~299~~509			41.01	%	411.24	%	(~~411~~24,586		)	927,~~710~~095
Total SG&A	8683,~~189~~336		91,~~072~~930		(48,~~883~~594		)	(59.43	)%	(51.47	)%	(7,006		)	(41,~~876~~588		)

	Nine Months Ended September 30,
	2014		2013		DollarChange			PercentageChange		Percentage Change Excluding Foreign Exchange		Foreign Exchange Impact		$ Change without Foreign exchange impact
Total revenues	$	1,058,315	$	1,067,364	$	(9,049	)	(0.8	)%	(1.2	)%	$	3,913	$	(12,962	)
Total costs of services	714,498		701,744		12,754			1.8	%	1.7	%	847		11,907
Total SG&A	265,543		274,513		(8,970		)	(3.3	)%	(3.5	)%	563		(9,533		)

We believe that the presentation of Revenue, Costs of services, and SG&A excluding the impact of foreign exchange translation provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance.

The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP and may not be comparable to other companies' non-GAAP measures with similar titles.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risks” in the Company’s Annual Report on Form 10-K filed with the SEC on February 19 18, ~~2014~~2015. As of ~~September~~March 3031, ~~2014~~2015, there has been no material change in this information.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation required by the Securities Exchange Act of 1934, as amended (the “1934 Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the 1934 Act) as of ~~September~~March 3031, ~~2014~~2015. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the 1934 Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of ~~September~~March 3031, ~~2014~~2015, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There have been no changes in our internal control over financial reporting during the three months ended ~~September~~March 3031, ~~2014~~2015 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 109 “Commitments and Contingencies” to the accompanying unaudited interim Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

For a detailed discussion of the risks and uncertainties associated with our business see “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 19 18, ~~2014~~2015. There have been no material changes to these risk factors since that report.

ITEM 6. EXHIBITS


a)	Exhibits

No.		Exhibit Description
10.1		BOARD AGREEMENT BETWEEN DAVID GARNER AND SITEL WORLDWIDE CORPORATION, DATED AUGUST 5, 2014
10.2		BOARD AGREEMENT BETWEEN BOB MAHONEY AND SITEL WORLDWIDE CORPORATION, DATED AUGUST 5, 2014
10.3		BOARD AGREEMENT BETWEEN KEITH POWELL AND SITEL WORLDWIDE CORPORATION, DATED AUGUST 5, 2014
10.4		BOARD AGREEMENT BETWEEN PETER SHEA AND SITEL WORLDWIDE CORPORATION, DATED AUGUST 5, 2014
31.1		CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934
31.2		CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934
32.1		CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350
32.2		CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350
101.INS		XBRL INSTANCE DOCUMENT
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

5444

SIGNATURE

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.

SITEL Worldwide Corporation

Date:	~~November~~May 56, ~~2014~~2015	By:	/s/ Patrick Tolbert
			Name:	Patrick Tolbert
			Title:	Chief Operating and Financial Officer and Director
				(Duly authorized officer and principal financial officer)

5545

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