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 ~~June~~September 30, 2013.

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: 001-33739

STREAM GLOBAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-0420454
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3285 Northwood Circle Eagan, Minnesota		55121
(Address of Principal Executive Offices)		(Zip Code)

(651) 288-2979

(Registrant’s Telephone Number, Including Area Code)

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 x

We are a voluntary filer of reports required of companies with public securities under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and pursuant to the terms of our bond indenture, we have filed all reports which would have been required of us during the past 12 months had we 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 x 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. (Check one):

Large Accelerated Filer o		Accelerated Filer o

Non-accelerated Filer x		Smaller reporting company o
(Do not check if a smaller reporting company)

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

There were 1,000 shares of the Registrant’s common stock, $0.001 par value per share, issued and outstanding as of ~~August~~November 24, 2013.

Table of Contents

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		13
Item 1.	Unaudited Consolidated Condensed Financial Statements	13
	Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	1
	Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012	3
	Consolidated Condensed Statements of Operations for the three months ended June 30, 2013 and June 30, 2012 and the six months ended June 30, 2013 and June 30, 2012	2
	Consolidated Condensed Statements of Operations for the three months ended September 30, 2013 and September 30, 2012 and the nine months ended September 30, 2013 and September 30, 2012	4
	Consolidated Condensed Statements of Comprehensive Loss for the three months ended June 30, 2013 and June 30, 2012 and the six months ended June 30, 2013 and June 30, 2012	3
	Consolidated Condensed Statements of Comprehensive Income (Loss) for the three months ended September 30, 2013 and September 30, 2012 and the nine months ended September 30, 2013 and September 30, 2012	5
	Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2013 and June 30, 2012	4
	Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2013 and September 30, 2012	6
	Notes to Consolidated Condensed Financial Statements	57
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2224
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3032
Item 4.	Controls and Procedures	3133
PART II. OTHER INFORMATION		3234
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	3234
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3234
Item 3.	Defaults Upon Senior Securities	3234
Item 4.	Mine Safety Disclosures	3234
Item 5.	Other Information	3234
Item 6.	Exhibits	3234
SIGNATURES		3335

Stream is a registered trademark of Stream Global Services, Inc.

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PART I—FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

STREAM GLOBAL SERVICES, INC.

Consolidated Balance Sheets

(Unaudited)

(In thousands)

	June 30, 2013			December 31, 2012
	September 30, 2013			December 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	1415,~~122~~675		$	18,735
Accounts receivable, net	~~189~~188,~~030~~377			164,929
Income taxes receivable	2,~~699~~400			2,282
Deferred income taxes	65,~~522~~424			8,586
Prepaid expenses and other current assets	1415,~~697~~912			18,140
Total current assets	227,~~070~~788			212,672
Equipment and fixtures, net	~~100~~105,~~735~~035			96,851
Deferred income taxes	32,~~113~~867			3,483
Goodwill	~~252~~253,~~976~~876			226,749
Intangible assets, net	6362,~~571~~684			52,340
Other assets	9,~~765~~048			11,933
Total assets	$	~~657~~661,~~230~~298		$	604,028
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	19,~~494~~034		$	16,359
Accrued employee compensation and benefits	7071,~~983~~828			58,035
Other accrued expenses	2637,~~049~~216			20,473
Income taxes payable	1,~~815~~573			1,115
Current portion of long-term debt	4437,~~756~~860			5,333
Current portion of capital lease obligations	89,~~647~~709			9,279
Other liabilities	129,~~035~~625			5,591
Total current liabilities	~~183~~186,~~779~~845			116,185
Long-term debt, net of current portion	236,~~819~~369			240,354
Capital lease obligations, net of current portion	5,~~877~~898			5,967
Deferred income taxes	1614,~~068~~875			15,673
Other long-term liabilities	2217,~~153~~618			15,953
Total liabilities	~~464~~461,~~696~~605			394,132
Contingencies (Note 14)
Stockholders’ equity:
Voting common stock, par value $0.001 per share, 1 share authorized and outstanding	—			—
Additional paid-in-capital	337,~~287~~685			336,572
Accumulated deficit	(~~126~~123,~~309~~705		)	(120,031		)
Accumulated other comprehensive loss	(1814,~~444~~287		)	(6,645		)
Total stockholders’ equity	~~192~~199,~~534~~693			209,896
Total liabilities and stockholders’ equity	$	~~657~~661,~~230~~298		$	604,028

See accompanying notes to consolidated condensed financial statements.

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STREAM GLOBAL SERVICES, INC.

Consolidated Condensed Statements of Operations

(Unaudited)

(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenue	$	~~249~~256,~~154~~011		$	~~197~~210,~~743~~931		$	~~491~~747,~~966~~977		$	~~413~~624,~~283~~213
Direct cost of revenue	~~149~~150,~~077~~626			~~118~~121,~~662~~997			~~292~~442,~~205~~831			~~242~~364,~~779~~775
Gross profit	~~100~~105,~~077~~385			7988,~~081~~934			~~199~~305,~~761~~146			~~170~~259,~~504~~438
Operating expenses:
Selling, general and administrative expenses	7674,~~927~~435			6463,~~569~~665			~~149~~223,~~017~~452			~~130~~194,~~862~~526
Severance, restructuring and other charges, net	43,~~921~~631			63,~~648~~419			610,~~620~~251			912,~~452~~871
Depreciation and amortization expense	16,~~443~~953			14,~~066~~554			3148,~~472~~425			2843,~~673~~227
Total operating expenses	9895,~~291~~019			8581,~~283~~638			~~187~~282,~~109~~128			~~168~~250,~~987~~624
Income (loss) from operations	1,786			(6,202		)	12,652			1,517
Income from operations	10,366			7,296			23,018			8,814
Other expenses, net:
Foreign currency loss (gain)	(1,575		)	50			(457		)	(205		)
Foreign currency loss	1,541			1,258			1,084			1,053
Interest expense, net	8,~~845~~752			7,~~095~~422			1625,~~963~~714			1422,~~664~~087
Total other expenses, net	710,~~270~~293			78,~~145~~680			1626,~~506~~798			1423,~~459~~140
Loss before provision for income taxes	(5,484		)	(13,347		)	(3,854		)	(12,942		)
Income (loss) before provision for income taxes	73			(1,384		)	(3,780		)	(14,326		)
Provision for income taxes	1,046			1,119			2,424			2,179
Provision (benefit) for income taxes	(2,531		)	797			(106		)	2,976
Net loss	$	(6,530	)	$	(14,466	)	$	(6,278	)	$	(15,121	)
Net income (loss)	$	2,604		$	(2,181	)	$	(3,674	)	$	(17,302	)

See accompanying notes to consolidated condensed financial statements.

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STREAM GLOBAL SERVICES, INC.

Consolidated Condensed Statements of Comprehensive Income (Loss)

(Unaudited)

(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Net loss	$	(6,530	)	$	(14,466	)	$	(6,278	)	$	(15,121	)
Net income (loss)	$	2,604		$	(2,181	)	$	(3,674	)	$	(17,302	)
Other comprehensive income (loss):
Change in unrealized gain (loss) on forward exchange contracts, net of tax	(81,~~895~~714		)	~~549~~2,316			(108,~~191~~477		)	35,~~211~~527
Change in cumulative translation adjustment (1)	~~(665~~2,443		)	(42,~~631~~151		)	~~(1,608~~835		)	(~~2,501~~349		)
Comprehensive loss	$	(16,090	)	$	(18,548	)	$	(18,077	)	$	(14,411	)
Comprehensive income (loss)	$	6,761		$	2,286		$	(11,316	)	$	(12,124	)

(1) During the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2012, we substantially liquidated our investment in Costa Rica. Accordingly, we reclassified $228 from cumulative translation adjustment to other foreign currency loss in our statement of operations. There were no sales or liquidations of investments in foreign entities during the three or ~~six~~nine months ended ~~June~~September 30, 2013.

See accompanying notes to consolidated condensed financial statements.

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STREAM GLOBAL SERVICES, INC.

Consolidated Condensed Statements of Cash Flows

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2013			2012
Operating Activities:
Net loss	$	(63,~~278~~674	)	$	(1517,~~121~~302	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	3148,~~472~~425			2843,~~673~~227
Amortization of bond discount and debt issuance costs	24,~~901~~440			23,~~173~~302
Deferred taxes	~~(51~~132		)	~~516~~415
Loss on impairment or disposal of assets	957			433
Noncash stock compensation	~~716~~1,113			12,~~474~~310
Other noncash adjustments	—			(228		)
Changes in operating assets and liabilities:
Accounts receivable	(129,~~484~~773		)	~~21,146~~(371		)
Income taxes receivable	(~~480~~133		)	~~394~~(1,958		)
Prepaid expenses and other current assets	(65,~~100~~330		)	~~(1,101~~518		)
Other assets	39(313		)	~~672~~(356		)
Accounts payable	~~1,127~~431			~~1,487~~999
Accrued expenses and other liabilities	1114,~~664~~497			(42,~~017~~394		)
Net cash provided by operating activities	2249,~~535~~872			3633,~~501~~383
Investing Activities:
Acquisition of business	(41,167		)	—
Acquisitions of business	(44,022		)	—
Cash acquired from acquisition	4,951			—
Cash acquired from acquisitions	5,217			—
Additions to equipment and fixtures	(1831,~~394~~147		)	(1536,~~848~~556		)
Net cash used in investing activities	(5469,~~610~~952		)	(1536,~~848~~556		)
Financing Activities:
Net borrowings (payments) on line of credit (Note 10)	2,954			(26,615		)
Net payments on line of credit (Note 10)	(4,884		)	(8,095		)
Proceeds from issuance of debt, net	34,711			988
Payments on long-term debt	(3,015		)	(559		)
Payments on long-term debt	(1,926		)	(369		)
Payments of capital lease obligations	(8,994		)	(9,375		)
Payments of capital lease obligations	(6,427		)	(6,270		)
Proceeds from issuance of debt, net	35,698			9,278
Proceeds from capital leases	—			630
Tax payments for withholding on restricted stock	—			(11		)
Net cash provided by (used in) financing activities	2918,~~312~~805			(318,~~647~~132		)
Effect of exchange rates on cash and cash equivalents	(1,~~850~~785		)	~~(1,257~~89		)
Net decrease in cash and cash equivalents	(43,~~613~~060		)	(1211,~~251~~216		)
Cash and cash equivalents, beginning of period	18,735			23,248
Cash and cash equivalents, end of period	$	1415,~~122~~675		$	1012,~~997~~032
Supplemental cash flow information:
Cash paid for interest	$	1415,~~471~~155		$	1314,~~197~~044
Cash paid for income taxes	24,~~825~~090			36,~~834~~140
Noncash financing activities:
Capital lease financing	37,~~695~~380			24,~~244~~592

See accompanying notes to consolidated condensed financial statements.

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STREAM GLOBAL SERVICES, INC.

Notes to Consolidated Condensed Financial Statements

~~June~~September 30, 2013

(Unaudited)

(In thousands)

Note 1—Our Business

Stream Global Services, Inc. (“we,” “us,” “Stream,” the “Company” or “SGS”) is a global business process outsourcing (“BPO”) service provider and wholly owned subsidiary of SGS Holdings, Inc. (“Parent”) specializing in customer relationship management (“CRM”), including sales, customer care and technical support primarily for Fortune 1000 companies. Our clients include multinational computing/hardware, telecommunications service providers, software/networking, entertainment/media, retail, travel and financial services companies. Our service programs are delivered through a set of standardized best practices and sophisticated technologies by a highly skilled multilingual workforce with the ability to support 35 languages across approximately 56 service centers in 2322 countries. We continue to expand our global presence and service offerings to increase revenue, improve operational efficiencies and drive brand loyalty for our clients.

Note 2—Basis of Presentation

Our consolidated condensed financial statements as of ~~June~~September 30, 2013 and December 31, 2012 and for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 include our accounts and those of our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to cash and accounts payable in the consolidated condensed statement of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2012. The effect of the reclassification increased net cash provided by operating activities by $1,~~181~~254 for the ~~six~~nine months ended ~~June~~September 30, 2012. ~~We have also reclassified $204 from other accrued expenses to other current liabilities for the year ended December 31, 2012.~~

In compliance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), the Company analyzes its contractual arrangements to determine whether they represent variable interests in a variable interest entity (“VIE”) and, if so, whether the Company is the primary beneficiary. ASC 810 requires the Company to consolidate a VIE if the Company is determined to be the primary beneficiary regardless of ownership of voting shares. The Company is the primary beneficiary of a VIE in China, which it consolidates. The assets, liabilities and obligations of the VIE are not material to these consolidated financial statements.

We have evaluated subsequent events through the date these financial statements were issued. There were no subsequent events which required recognition or disclosure in the consolidated condensed financial statements.

Note 3—Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying consolidated condensed financial statements as of ~~June~~September 30, 2013 and December 31, 2012 and for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position and results of operations and cash flows. The results for the three and ~~six~~nine months ended ~~June~~September 30, 2013 are not necessarily indicative of the results to be expected for the year ended December 31, 2013, or for any other interim period or future year.

Use of Estimates

The preparation of the consolidated condensed financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the consolidated condensed financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, we evaluate our estimates including those related to revenue recognition, the allowance for bad debts, derivatives and hedging activities, income taxes including the valuation allowance for deferred tax assets, valuation of long-lived assets, self-insurance reserves, contingencies, litigation and restructuring liabilities, and goodwill and other intangible assets. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions.

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Foreign Currency Translation and Derivative Instruments

The assets and liabilities of our foreign subsidiaries, ~~whose~~for most of whom the functional currency is their local currency, are translated at the exchange rate in effect on the reporting date, and income and expenses are translated at the average exchange rate during the period. The net effect of translation gains and losses is not included in determining net income (loss), but is reflected in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity until the sale or until the liquidation of the net investment in the foreign subsidiary. Foreign currency transaction gains and losses are included in determining net income (loss), and are categorized as “Other expenses, net.”

We account for derivative financial instruments utilizing the authoritative guidance in ASC 815, Derivatives and Hedging. We generally utilize forward contracts expiring within one to ~~eighteen~~24 months to reduce our foreign currency exposure due to exchange rate fluctuations on forecasted cash flows denominated in non-functional foreign currencies. Upon proper designation, certain of these contracts are accounted for as cash-flow hedges, as defined by the authoritative guidance. These contracts are entered into to protect against the risk that the value of the eventual cash flows resulting from such transactions will be adversely affected by changes in exchange rates. In using derivative financial instruments to hedge exposures to changes in exchange rates, we expose ourselves to counterparty credit risk. We do not believe that we are exposed to a concentration of credit risk with our derivative financial instruments as the counterparties are well established institutions and counterparty credit risk information is monitored on an ongoing basis.

Unrealized gains and losses on all derivatives, including foreign currency forward contracts, are recognized in “Other current assets”, “Other current liabilities”, “Other assets, long term”, or Other long-term liabilities” on the balance sheet at fair value. Fair values for our derivative financial instruments are based on quoted market prices of comparable instruments or, if none are available, on pricing models or formulas using current market and model assumptions. On the date the derivative contract is entered into, we determine whether the derivative contract should be designated as a cash flow hedge. Changes in the fair value of derivatives that are highly effective and designated as cash flow hedges are recorded in “Accumulated other comprehensive loss,” until the forecasted underlying transactions occur. To date we have not experienced any hedge ineffectiveness of our cash flow hedges that we intended to be effective. Any realized gains or losses resulting from the cash flow hedges are recognized together with the hedged transaction within “Direct cost of revenue.” Cash flows from the derivative contracts are classified within “Cash flows from operating activities.” Ineffectiveness is measured based on the change in fair value of the forward contracts and the fair value of the hypothetical derivatives with terms that match the critical terms of the risk being hedged.

We may also enter into derivative contracts that are intended to economically hedge certain risks, even though we do not qualify for or elect not to apply hedge accounting as defined by the authoritative guidance.

Changes in fair value of derivatives not designated as cash flow hedges are reported in “Other expenses, net.” Upon settlement of the derivatives not qualifying as cash flow hedges, a gain or loss is reported in “Other expenses, net.”

We formally document all relationships between hedging instruments and hedged items, as well as our risk management objective and strategy for undertaking various hedging activities. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. We also formally assess, both at the hedge’s inception and on an ongoing basis (as required), whether the derivatives that are used in cash flow hedging transactions are highly effective in offsetting changes in cash flows of hedged items on a prospective and retrospective basis. When it is determined that a derivative is not highly effective as a cash flow hedge or that it has ceased to be a highly effective hedge or if a forecasted transaction is no longer probable of occurring, we discontinue hedge accounting prospectively. At ~~June~~September 30, 2013, all hedges were determined to be highly effective, except for certain hedges where we elect not to apply hedge accounting as defined by the authoritative guidance.

Our hedging program has been effective in all periods presented and the amount of hedge ineffectiveness has not been material.

As of ~~June~~September 30, 2013, we had the following open foreign currency contracts:

Foreign Currency	Notional Amounts (in US Dollars)		Net Unrealized Gain (Loss)
Canadian Dollar	$	4945,~~568~~142	$	(~~1,681~~489	)
Philippine Peso	~~183~~234,~~212~~162		(52,~~340~~966		)
Indian Rupee	1217,~~643~~956		(~~441~~266		)
Euro	32,~~934~~283		~~(28~~22		)
British Pound	1321,~~860~~951		~~214~~(470		)
	$	~~263~~321,~~217~~494	$	(74,~~276~~169	)

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The table below summarizes the carrying values of derivative instruments as of ~~June~~September 30, 2013 and December 31, 2012:

	Carrying Values of Derivative Instruments as of June 30, 2013
	Carrying Values of Derivative Instruments as of September 30, 2013
	Fair Value – Assets		Fair Value – (Liabilities)			Derivative Net Carrying Value
Total derivatives designated as hedging instruments (1)	$	20219	$	(65,~~935~~414	)	$	(65,~~915~~195	)
Total derivatives not designated as hedging instruments (1)	1,613	~~239~~	(587	~~(600~~	)	1,026	~~(361~~	)
Total derivatives	$	~~259~~1,832	$	(76,~~535~~001	)	$	(74,~~276~~169	)

	Carrying Values of Derivative Instruments as of December 31, 2012
	Fair Value – Assets		Fair Value – (Liabilities)			Derivative Net Carrying Value
Total derivatives designated as hedging instruments (1)	$	3,623	$	(65	)	$	3,558
Total derivatives not designated as hedging instruments (1)	382		(138		)	244
Total derivatives	$	4,005	$	(203	)	$	3,802

(1) Assets are included in “Other current assets” or “Other assets, long term” and liabilities are included in “Other current liabilities” or “Other long-term liabilities” on the accompanying consolidated balance sheets.

As of ~~June~~September 30, 2013 and December 31, 2012, $54,~~795~~987 of unrealized losses and $3,555 of unrealized gains, respectively, may be reclassified from other comprehensive income (loss) to earnings within the next 12 months based on current foreign exchange rates. As of ~~June~~September 30, 2013 and December 31, 2012, included in other current ~~assets~~liabilities is $2883 and included in other current assets is $586, respectively, of fair market value of derivatives designated as cash flow hedges that were acquired from a commercial bank in which one of our financial sponsors owns a non-controlling interest.

The following table presents the impact of derivative instruments on the consolidated condensed statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012:

	Three Months Ended June 30,					Six Months Ended June 30,
	Three Months Ended September 30,					Nine Months Ended September 30,
	2013		2012			2013			2012
Derivatives designated as hedging instruments	$	~~172~~2,047	$	(~~365~~218	)	$	(1,~~006~~041	)	$	~~(338~~120	)
Derivatives not designated as hedging instruments	~~1,528~~586		(~~1,112~~589		)	12,~~628~~214			~~894~~(1,483		)
Total	$	12,~~700~~633	$	(~~1,477~~807	)	$	~~622~~3,255		$	~~556~~(1,363	)

Fair Value of Financial Instruments

The following table presents information about our assets and liabilities and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability:

June 30, 2013

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable (Level 3)

September 30, 2013

Quoted Prices in Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable (Level 3)

Description

Forward exchange contracts

(74,~~276~~169

)

—

(74,~~276~~169

)

—

Total

(74,~~276~~169

)

—

(74,~~276~~169

)

—

	December 31, 2012		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable (Level 3)
Description
Forward exchange contracts	$	3,802	$	—	$	3,802	$	—
Total	$	3,802	$	—	$	3,802	$	—

The fair values of our forward exchange contracts are determined through market, observable and corroborated sources.

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The carrying amounts reflected in the consolidated balance sheets for other current assets, accounts payable, and other liabilities approximate fair value due to their short-term maturities. To the extent we have any outstanding borrowings under our revolving credit facility, the fair value would approximate its reported value because the interest rate is variable and reflects current market rates.

At ~~June~~September 30, 2013, the fair value of our long term debt was $~~234~~231,~~600~~610. The fair value of our long term debt is determined from financial market quotations.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance adding new disclosure requirements for items reclassified out of accumulated other comprehensive income (“AOCI”). We implemented these requirements in the first quarter of 2013. The guidance is intended to help entities improve the transparency of changes in other comprehensive income (“OCI”) and items reclassified out of AOCI in financial statements. It does not amend any existing requirements for reporting net income or OCI in financial statements. The implementation of the guidance did not have a material impact on our consolidated financial statements.

Note 4—~~Acquisition~~Acquisitions

N2SP

On August 20, 2013, we completed our acquisition of all of the outstanding share capital of N2SP Tunisie S.A.R.L. (“N2SP”). N2SP is a Tunisian-based company that provides outsourced technical and customer support services, primarily through a client-based click to chat website functionality. We believe that the acquisition of N2SP will strengthen our product offerings and enhances our profitability and growth potential in Europe. N2SP’s financial results are included in the Company’s consolidated results from the date of acquisition. Pro forma financial results are not presented as the acquisition is not material to the consolidated financial statements. The acquisition of N2SP for approximately $2,855, which was funded with cash on hand, has been allocated on a preliminary basis to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. On a preliminary basis, approximately $2,615 was allocated to a customer relationship intangible asset. As of September 30, 2013, this allocation for N2SP remains preliminary as it relates to the valuation of certain working capital accounts and intangible assets.

LBM

On February 25, 2013, we completed our acquisition of all of the outstanding share capital of LBM Holdings Limited and the interests in its two subsidiaries, LBM Holdings (UK) Limited and LBM Direct Marketing Limited (collectively, “LBM”), for a purchase price of approximately $41,167. LBM is a United Kingdom-based BPO provider servicing large, multinational companies primarily in the UK marketplace. LBM provides a range of revenue generation services and capabilities for utilities, telecommunications and financial services companies in Europe. LBM has approximately 2,500 employees across 6 locations in England and Northern Ireland. We have included the financial results of the business combination in our consolidated results of operations beginning on the acquisition date, however the impact of the acquisition was not material to our consolidated condensed financial statements.

The following summarizes the fair values of the identifiable assets acquired and liabilities assumed related to the LBM transaction as of the acquisition date:

	Preliminary Amounts As Reported March 31, 2013		Adjustments Recorded			Final Purchase Price Allocation
	Final Purchase Price Allocation
Current assets	$	17,~~903~~812	$	~~(91~~	)	$	~~17,812~~
Property and equipment	6,~~465~~866		~~401~~			~~6,866~~
Goodwill	26,~~258~~227		~~(31~~		)	~~26,227~~
Intangible assets	18,614		—			~~18,614~~
Total assets acquired	69,~~240~~519		~~279~~			~~69,519~~
Current liabilities	19,~~116~~332		~~216~~			~~19,332~~
Other liabilities	89,~~957~~020		63			~~9,020~~
Total liabilities	28,~~073~~352		~~279~~			~~28,352~~
Allocated purchase price	$	41,167	$	—		$	~~41,167~~

Intangible assets acquired and the related amortization periods are as follows:

	Estimated useful life	Gross cost
Customer relationships	7 years	$	11,973
Non-compete agreements	2 years	2,817
Trade names	4 years	704
Other	3 years	3,120
		$	18,614

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Note 5—Goodwill and Intangibles

Goodwill and Indefinite Lived Intangible Assets

We evaluate goodwill and indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances suggest that the carrying value of goodwill and indefinite-lived intangible assets may not be recoverable. We utilize internally developed models to estimate our expected future cash flow and utilize a discounted cash flow technique to estimate the fair value of the Company in connection with our evaluation of goodwill and indefinite-lived intangible assets. No impairment of goodwill and indefinite-lived intangible assets resulted from our most recent evaluation of goodwill and indefinite-lived intangible assets for impairment, which occurred in the fourth quarter of 2012, nor do we believe any indicators of impairment have occurred. Our next annual impairment assessment will be conducted in the fourth quarter of 2013.

8The following is a roll-forward of goodwill as of September 30, 2013:

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Balance at December 31, 2012	$	226,749
Acquisition of LBM	26,227
Acquisition of N2SP	111
Currency translation effect	789
Balance at September 30, 2013	$	253,876

impairment, which occurred in the fourth quarter of 2012, nor do we believe any indicators of impairment have occurred. Our next annual impairment assessment will be conducted in the fourth quarter of 2013.

The following is a roll-forward of goodwill as of June 30, 2013:

Balance at December 31, 2012	$	226,749
Acquisition of LBM	26,227
Balance at June 30, 2013	$	252,976

Intangible Assets

We review identified intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Recoverability of these assets is measured by comparison of their carrying value to future undiscounted cash flows that the assets are expected to generate over their remaining economic lives. If such assets are considered to be impaired, the impairment to be recognized in the statement of operations is the amount by which the carrying value of the assets exceeds their fair value, determined by either a quoted market price, if any, or a value determined by utilizing a discounted cash flow technique. There were no impairments recorded during ~~the three months ended June 30,~~ 2013.

Intangible assets at ~~June~~September 30, 2013 consisted of the following:

	Estimated useful life	Weighted average remaining life	Gross cost		Accumulated amortization			~~Net~~Currency translation effect		Net
Customer relationships	Up to 10 years	2.38	$	~~110~~113,~~722~~337	$	69(72,~~313~~680	)	$	~~41,409~~338	$	40,995
Technology-based intangible assets	3 to 5 years	1.85	5,~~271~~340		(2,~~152~~418		)	~~3,119~~74		2,996
Non-compete agreements	2 years	1.48	2,817		~~520~~(910		)	~~2,297~~66		1,973
Trade names	4 years	2.42	801		~~155~~(200		)	~~646~~19		620
Trade names - indefinite	Indefinite	Indefinite	16,100		—			~~16,100~~—		16,100
			$	~~135~~138,~~711~~395	$	72(76,~~140~~208	)	$	~~63,571~~497	$	62,684

Future amortization expense of our intangible assets for the next five years and thereafter is expected to be as follows:

		Remainder of 2013			2014			2015			2016			2017			2018			Thereafter
Amortization		$	84,~~005~~207		$	1213,~~241~~218		$	910,~~023~~124		$	67,~~763~~461		$	5,~~450~~521		$	4,~~610~~680		$	1,~~379~~373

Note 6—Severance, Restructuring and Other Charges, Net

During the three and ~~six~~nine months ended ~~June~~September 30, 2013, we recorded a net expense of $43,~~921~~631 and $610,~~620~~251, respectively, primarily related to salary continuation related to reductions in workforce, management’s decision to exit locations and eliminate unprofitable programs and expenses related to the integration of ~~LBM~~acquisitions.

During the three and ~~six~~nine months ended ~~June~~September 30, 2012, we recorded a net expense of $63,~~648~~419 and $912,~~452~~871, respectively, primarily related to salary continuation related to reductions in workforce, legal expenses related to our privatization transaction and the closure of a call ~~center~~centers.

~~Severance, restructuring and other charges, net, consist of the following:~~11

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Severance	$	1,716	$	1,337	$	2,395	$	3,793
Lease exit charges, net	1,409		2,723		1,455		3,071
Transaction related expenses	1,796		2,588		2,770		2,588
Severance, restructuring and other charges, net	$	4,921	$	6,648	$	6,620	$	9,452

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Severance, restructuring and other charges, net, consist of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Severance	$	1,165	$	1,461	$	3,560	$	5,254
Location exit charges, net	1,091		1,668		2,546		4,739
Transaction related expenses and other	1,375		290		4,145		2,878
Severance, restructuring and other charges, net	$	3,631	$	3,419	$	10,251	$	12,871

The activity in the Company’s restructuring and other liabilities, which are included in liabilities, is as follows:

	Reduction in work-force and severance			Closure of call centers			Transaction related expense			Total
Balance at December 31, 2012	$	1,042		$	1,810		$	470		$	3,322
Expense	23,~~395~~560			12,~~455~~546			24,~~770~~145			610,~~620~~251
Cash Paid	(24,~~360~~054		)	(13,~~393~~827		)	(24,~~658~~003		)	(611,~~411~~884		)
Balance at June 30, 2013	$	1,077		$	1,872		$	582		$	3,531
Balance at September 30, 2013	$	548		$	529		$	612		$	1,689

Note 7—Equipment and Fixtures, Net

Equipment and fixtures, net, consist of the following:

	June 30, 2013			December 31, 2012
	September 30, 2013			December 31, 2012
Furniture and fixtures	$	2123,~~263~~701		$	17,696
Building improvements	7073,~~614~~424			66,369
Computer equipment	7478,~~075~~195			70,238
Software	4952,~~265~~196			40,460
Telecom and other equipment	5658,~~691~~456			55,418
Equipment and fixtures not yet placed in service	58,~~493~~440			1,380
	$	~~277~~294,~~401~~412		$	251,561
Less: accumulated depreciation	(~~176~~189,~~666~~377		)	(154,710		)
	$	~~100~~105,~~735~~035		$	96,851

Note 8—Accrued Employee Compensation and Benefits

Accrued employee compensation and benefits consist of the following:

	June 30, 2013		December 31, 2012
	September 30, 2013		December 31, 2012
Compensation related amounts	$	3940,~~000~~103	$	28,386
Vacation liabilities	1715,~~171~~699		14,176
Medical and dental liabilities	2,~~094~~405		2,078
Employer taxes	2,~~769~~785		2,098
Statutory retirement plans	910,~~709~~463		10,860
Other benefit related liabilities	~~240~~373		437
	$	7071,~~983~~828	$	58,035

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Note 9—Other Accrued Expenses and Other Liabilities

Other accrued expenses consist of the following:

	June 30, 2013		December 31, 2012
	September 30, 2013		December 31, 2012
Professional fees	$	34,~~736~~875	$	3,560
Accrued interest	713,~~196~~809		6,226
Occupancy expense	23,~~331~~432		2,108
Technology expense	12,~~783~~156		1,841
Value added and sales tax	23,~~312~~285		1,547
Other accrued expenses	89,~~691~~659		5,191
	$	2637,~~049~~216	$	20,473

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Other current liabilities consist of the following:

	June 30, 2013		December 31, 2012
	September 30, 2013		December 31, 2012
Lease exit liability	$	~~1,786~~307	$	1,704
Deferred revenue	1,~~222~~063		1,512
Market lease reserves	~~529~~285		946
Forward exchange contracts	65,~~412~~689		204
Other	2,~~086~~281		1,225
Total other current liabilities	$	129,~~035~~625	$	5,591

Other long-term liabilities consist of the following:

	June 30, 2013		December 31, 2012
	September 30, 2013		December 31, 2012
Deferred rent	$	45,~~362~~236	$	4,415
Accrued income taxes	116,~~054~~519		11,143
Market lease reserves	~~125~~128		61
Asset retirement obligation	3,~~573~~717		—
Forward exchange contracts	~~1,124~~312		—
Other	1,~~915~~706		334
Total other long-term liabilities	$	2217,~~153~~618	$	15,953

Note 10—Long-Term Debt and Revolving Credit Facility

Pursuant to an indenture dated as of October 1, 2009 (the “Indenture”), among Stream, certain of our subsidiaries and Wells Fargo Bank, National Association, as trustee, we issued $200 million aggregate principal amount of 11.25% Senior Secured Notes due 2014 (the “Notes”) at an initial offering price of 95.454% of the principal amount, the proceeds of which were used to pay off the debt from our Fifth Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated as of January 8, 2009, as amended, with PNC Bank, National Association and other signatories thereto along with debt acquired from EGS. On March 8, 2013, we issued an additional $30 million aggregate principal amount of the Notes pursuant to the Indenture at an initial offering price of 102.00% of the principal amount (plus accrued interest), the proceeds of which were used to pay down our credit facility following the acquisition of LBM. The Notes are scheduled to be redeemed on October 1, 2014.

In addition, we and certain of our subsidiaries (collectively, the “Borrowers”) entered into a credit agreement, dated as of October 1, 2009, as amended by the First Amendment to Credit Agreement dated June 3, 2011, the Second Amendment to Credit Agreement dated November 1, 2011 and the Third Amendment to Credit Agreement dated December 27, 2012 (as amended, the “Credit Agreement”), with Wells Fargo Capital Finance, LLC, as agent and co-arranger, and Goldman Sachs Lending Partners LLC, as co-arranger, and each of the lenders party thereto, as lenders, providing for revolving credit financing (the “ABL Facility”) of up to $125 million, including a $20 million sub-limit for letters of credit. The ABL Facility has a term of five years effective from the date of the Third Amendment to Credit Agreement or 120 days prior to the maturity of our Notes (including any refinancing or extension of the Notes), whichever is less, at an interest rate of Wells Fargo’s base rate plus 150 basis points or LIBOR plus 250 basis points at our discretion. We capitalized fees of $8,966 and $5,642 associated with the Notes and the Credit Agreement, respectively, at the inception of these agreements and subsequent amendments that are being amortized over their respective lives. We amortized $1,073 and $1,997 of such capitalized fees into expense for the three and six months ended June 30, 2013.

~~The~~We ~~ABL~~currently ~~facility~~intend ~~has~~to areplace, ~~fixed~~refinance ~~charge~~or ~~coverage~~extend ~~ratio financial covenant that is operative when~~ our ~~availability~~ABL ~~under~~Credit ~~the~~Agreement ~~facility~~at isor ~~less~~prior ~~than~~to ~~$25~~its ~~million.~~maturity Asin of June ~~30,~~2014 ~~2013,~~and weto ~~had $80~~replace,~~402~~ ~~available~~refinance ~~under~~or extend the ~~ABL~~Notes ~~Facility.~~at Weor ~~made~~prior ~~draws~~to ontheir ~~the~~maturity ~~ABL~~in ~~Facility~~October 2014. ~~of $155~~However,~~548~~ ~~and~~there ~~$134,900~~can ~~for~~be ~~the~~no ~~six~~assurance ~~months~~that ~~ended~~we ~~June 30,~~will ~~2013~~be ~~and~~able ~~2012,~~to ~~respectively,~~do ~~and~~so ~~payments~~ on ~~the~~terms ~~ABL~~favorable ~~Facility~~to ~~of $152~~us,~~595~~ ~~and~~or ~~$161,516~~at ~~for the six months ended June 30, 2013 and 2012, respectively~~all. We ~~are~~believe inthat ~~compliance with~~ the ~~financial~~renegotiated ~~covenant in the Credit Agreement as of June 30~~financing, ~~2013.~~combined ~~Substantially~~with ~~all~~our ofcash ~~the~~generated ~~assets~~from ofoperations ~~Stream~~and ~~excluding~~existing ~~intangible~~cash ~~assets~~and ~~secure~~cash ~~the~~equivalents, ~~Notes~~should ~~and~~be ~~the~~sufficient ~~ABL~~to ~~Facility.~~meet ~~See~~expected ~~Note~~liquidity 16needs for ~~Guarantor~~the ~~Financial~~next ~~Information~~12 months.

11We capitalized fees of $8,966 and $5,642 associated with the Notes and the Credit Agreement, respectively, at the inception of these agreements and subsequent amendments that are being amortized over their respective lives. We amortized $1,093 and $3,090 of such capitalized fees into expense for the three and nine months ended September 30, 2013.

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The ABL facility has a fixed charge coverage ratio financial covenant that is operative when our availability under the facility is less than $25 million. As of September 30, 2013, we had $87,226 available under the ABL Facility. We made draws on the ABL Facility of $256,966 and $237,312 for the nine months ended September 30, 2013 and 2012, respectively, and payments on the ABL Facility of $261,850 and $245,407 for the nine months ended September 30, 2013 and 2012, respectively. We are in compliance with the financial covenant in the Credit Agreement as of September 30, 2013. Substantially all of the assets of Stream excluding intangible assets secure the Notes and the ABL Facility. See Note 16 for Guarantor Financial Information.

Long-term borrowings consist of the following:

	June 30, 2013			December 31, 2012
	September 30, 2013			December 31, 2012
Revolving line of credit	$	3729,~~634~~797		$	34,680
11.25% Senior Secured Notes	230,000			200,000
Other	16,~~333~~378			14,904
	283,967			249,584
	276,175			249,584
Less: current portion	(4437,~~756~~860		)	(5,333		)
Less: discount on notes payable	(21,~~392~~946		)	(3,897		)
Long-term debt	$	236,~~819~~369		$	240,354

Minimum principal payments on long-term debt subsequent to ~~June~~September 30, 2013 are as follows:

	Total
2013	$	31,~~030~~233
2014	~~273~~267,~~983~~689
2015	4,~~911~~854
2016	~~981~~1,106
2017	1,~~062~~293
Total	$	~~283~~276,~~967~~175

We had Letters of Credit in the aggregate outstanding amounts of zero and $3,245 at ~~June~~September 30, 2013 and December 31, 2012, respectively.

We had $~~308~~299 and $380 of restricted cash as of ~~June~~September 30, 2013 and December 31, 2012, respectively.

Note 11—Accumulated Other Comprehensive Loss

The following table shows the components of accumulated other comprehensive loss as of ~~June~~September 30, 2013:

	Unrealized gain on forward exchange contracts, net of tax			Cumulative translation adjustment			Accumulated other comprehensive loss
	Unrealized gain (loss) on forward exchange contracts, net of tax			Cumulative translation adjustment			Accumulated other comprehensive loss
Beginning balance December 31, 2012	$	3,283		$	(9,928	)	$	(6,645	)
Current period other comprehensive loss	(10,191		)	(1,608		)	(11,799		)
Current period other comprehensive income (loss)	(8,477		)	835			(7,642		)
Ending balance June 30, 2013	$	(6,908	)	$	(11,536	)	$	(18,444	)
Ending balance September 30, 2013	$	(5,194	)	$	(9,093	)	$	(14,287	)

The following table summarizes activity in other comprehensive income (loss) related to forward exchange contracts held by the Company during the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012:

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Change in fair value of forward exchange contracts, net of tax	$	(93,~~423~~141	)	$	~~613~~2,462		$	(117,~~077~~937	)	$	13,~~897~~380
Amount reclassified to direct cost of revenue	~~528~~(1,427		)	(64146		)	~~886~~(540		)	12,~~314~~147
Change in unrecognized gains/losses on forward exchange contracts	$	(8,895	)	$	549		$	(10,191	)	$	3,211
Change in unrealized gains/losses on forward exchange contracts	$	1,714		$	2,316		$	(8,477	)	$	5,527

1214

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Note 12—Income Taxes

The domestic and foreign source ~~component~~components of income (loss) before taxes isare as follows:

	Six months ended June 30, 2013			Six months ended June 30, 2012
	Nine months ended September 30, 2013			Nine months ended September 30, 2012
Total US	$	(1624,~~958~~420	)	$	(1924,~~834~~074	)
Total Foreign	1320,~~104~~640			69,~~892~~748
Total	$	(3,~~854~~780	)	$	(1214,~~942~~326	)

The provisions for income taxes for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 ~~relate~~relates primarily to the foreign source component of income (loss) before tax. Our operations in countries outside the United States are generally taxed at lower statutory rates and also benefit from tax holidays.

We file income tax returns in the U.S. federal jurisdiction and various state and foreign tax jurisdictions. We operate in a number of international tax jurisdictions and are subject to audits of income tax returns by tax authorities in those jurisdictions. We have open audit periods beginning after 2004 through the current period in various jurisdictions and are currently under audit in India, Canada, Italy, and Philippines.

Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), limits the amount of US tax attributes (~~Net~~net operating loss carry forwards and tax credits) that can be utilized annually to offset future taxable income based on certain 3-year cumulative increases in the ownership interests of stockholders who are 5% stockholders under the Code. The Company has determined that an ownership change occurred under these federal income tax provisions on April 27, 2012. However, the Company does not expect to generate U.S. taxable income in excess of the accumulated limitation in 2013.

The Italy Revenue Agency Enactment No. 140973 provides for a refund claim in the event of non-deduction of employee and quasi-employee costs. This refund claim applied to tax years 2007 through 2011. We recorded a benefit of $1,~~020~~031 related to this refund in the ~~six~~nine months ended ~~June~~September 30, 2013.

As of ~~June~~September 30, 2013 and December 31, 2012, the liability for unrecognized tax benefits (including interest and penalties) was $116,~~261~~800 and $11,222, respectively, and was recorded within other long term liabilities in our consolidated financial statements. During the three and nine months ended September 30, 2013, the statute of limitations expired on uncertain tax positions resulting in a reduction in our liability for unrecognized tax benefits of $4,079. Included in these amounts is $1,599 for both the ~~six~~nine months ended ~~June~~September 30, 2013 and for the year ended December 31, 2012 of un-benefitted tax losses, which would be realized if the related uncertain tax positions were settled. As of January 1, 2013, we had reserved $2,633 for accrued interest and penalties, which ~~increased~~decreased to $2,~~736~~539 as of ~~June~~September 30, 2013. We recognize accrued interest and penalties associated with uncertain tax positions as part of the income tax provision. The total amount of net unrealized tax benefits that would affect income tax expense, if ever recognized in our consolidated financial statements, is $95,~~662~~201. This amount includes interest and penalties of $2,~~736~~539. We estimate that within the next 12 months, our unrecognized tax benefits, and interest and penalties, could decrease by $692 as a result of either settlements with taxing authorities or the expiration of the statute of limitations ~~by $4,807~~.

Note 13—Stock Options

The Company’s 2008 Stock Incentive Plan (the “2008 Plan”) was terminated on April 27, 2012. The 2008 Plan provided for the grant of incentive and nonqualified stock options. The 2008 Plan had authorized grants of up to 10,000 shares of common stock at an exercise price of not less than 100% of the fair value of the common stock at the date of grant. The 2008 Plan provided that the options shall have terms not to exceed ten years from the grant date. During the ~~six~~nine months ended ~~June~~September 30, 2012, we granted options to purchase 185 shares of our common stock to ~~our~~ employees that were subsequently terminated.

The per share fair value of options granted was determined using the Black-Scholes-Merton model.

The following assumptions were used for the option grants in the ~~six~~nine months ended ~~June~~September 30, 2012 under the 2008 Plan:

	Six months ended June 30, 2012
	Nine months ended September 30, 2012
Option term (years)	6.380
Volatility	71.89		%
Risk-free interest rate	1.14 — 1.43		%
Dividend yield	0		%
Weighted-average grant date fair value per option granted	$	1.73

13During the nine months ended September 30, 2012, 1,534 stock option grants under the 2008 Plan were vested, zero were exercised, and 5,623 were forfeited.

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~~During~~At ~~the six months ended June~~September 30, ~~2012~~2013, ~~1,471~~no stock ~~option~~options ~~grants~~were outstanding under the 2008 Plan. ~~were~~There are no shares outstanding, vested, ~~zero~~or ~~were~~expected ~~exercised,~~to ~~and~~vest ~~5,623~~(including ~~were~~forfeiture ~~forfeited~~adjusted unvested shares) as the plan was cancelled.

AtOn June 308, ~~2013~~2012, nothe ~~stock~~Board ~~options~~of ~~were~~Directors ~~outstanding~~and ~~under~~stockholders of Parent approved the ~~2008~~2012 Stock Incentive Plan (the “2012 Plan”). ~~There~~The ~~are~~2012 noPlan provides for the grant of incentive and nonqualified stock options. The 2012 Plan has authorized grants of up to 80 shares ~~outstanding,~~of ~~vested,~~common orstock ~~expected~~of Parent at an exercise price of not less than 100% of the fair value of the common stock at the date of grant. The 2012 Plan provides that the options shall have terms not to ~~vest~~exceed ~~(including~~seven ~~forfeiture~~years ~~adjusted~~from ~~unvested~~the ~~shares)~~grant asdate and the ~~plan~~vesting ~~was~~term ~~cancelled~~of the awards range from four to five years.

~~On June 8, 2012, the Board of Directors and stockholders of Parent approved the 2012 Stock Incentive Plan (the “2012 Plan”).~~ The ~~2012~~following ~~Plan~~assumptions ~~provides~~were used for the ~~grant~~option ~~of incentive and nonqualified stock options. The 2012 Plan has authorized~~ grants ofin ~~up to 80 shares of common stock of Parent at an exercise price of not less than 100% of~~ the ~~fair~~nine ~~value~~months ofended ~~the~~September 30, ~~common~~2013 ~~stock~~under at the ~~date of grant. The~~ 2012 Plan ~~provides that the options shall have terms not to exceed seven years from the grant date.~~:

The following assumptions were used for the option grants in the six months ended June 30, 2013 under the 2012 Plan:

	Nine months ended September 30, 2013
Option term (years)	5.00
Volatility	44.35		%
Risk-free interest rate	0.88		%
Dividend yield	0		%
Weighted-average grant date fair value per option granted	$	70.87

	Six months ended June 30, 2013
Option term (years)	5.00
Volatility	44.35		%
Risk-free interest rate	0.88		%
Dividend yield	0		%
Weighted-average grant date fair value per option granted	$	70.87

The option term was calculated under the simplified method for all option grants issued during the nine months ended September 30, 2013. The volatility assumptions were based on a weighted average of the historical volatilities for the Company and its peer group. The risk-free interest rate assumptions were based upon the implied yields from the U.S. Treasury zero-coupon yield curve with a remaining term equal to the expected term in options.

~~The~~During ~~option term was calculated under~~ the ~~simplified~~nine ~~method for all option grants issued during the six~~ months ended ~~June~~September 30, 2013., ~~The~~19 ~~volatility~~stock ~~assumptions~~option ~~were~~grants ~~based~~under onthe a2012 ~~weighted~~Plan ~~average~~were ofvested, ~~the~~zero ~~historical~~were ~~volatilities~~exercised, ~~for the Company~~ and ~~its peer group~~5.6 ~~The risk-free interest rate assumptions~~ were ~~based upon the implied yields from the U~~forfeited.~~S. Treasury zero-coupon yield curve with a remaining term equal to the expected term in options.~~

~~During~~Stock ~~the~~options ~~six~~issued ~~months ended June 30, 2013, 20 stock option grants~~ under the 2012 Plan ~~were~~during ~~vested,~~the ~~zero~~nine ~~were~~months ~~exercised~~ended September 30, ~~and~~2013 ~~3.4~~ were ~~forfeited.~~as follows:

Stock options issued under the 2012 Plan during the six months ended June 30, 2013 were as follows:

	Number of options	Weighted Average Exercise Price		Weighted Average Fair Value		Weighted Average Remaining Contractual Term (Years)
Outstanding at December 31, 2012	74.3	$	425.00	—		6.82
Granted	0.8	425.00		$	70.87
Exercised	—	—
Forfeited	5.6	425.00
Outstanding at September 30, 2013	69.5	$	425.00			6.07

	Number of options	Weighted Average Exercise Price		Weighted Average Fair Value		Weighted Average Remaining Contractual Term (Years)
Outstanding at December 31, 2012	74.3	$	425.00	—		6.82
Granted	0.8	425.00		$	70.87
Exercised	—	—
Forfeited	3.4	425.00
Outstanding at June 30, 2013	71.7	$	425.00			6.26

At September 30, 2013, we had stock options to purchase 19 shares that were exercisable. The weighted average exercise price of options currently exercisable is $425.00 at September 30, 2013. The weighted average remaining contractual term of options currently exercisable is 6.05 years at September 30, 2013. The total fair value of options vested during the nine months ended September 30, 2013 was $120. The shares outstanding as of September 30, 2013 had a weighted average exercise price of $425.00 and a weighted average remaining contractual term of 6.07 years.

AtFor June 30, 2013, we had stock options to purchase 20 shares that were exercisable. The weighted average exercise price of options currently exercisable is $425.00 at June 30, 2013. The weighted average remaining contractual term of options currently exercisable is 6.08 years at June 30, 2013. The total fair value of options vested during the ~~six~~three months ended ~~June~~September 30, 2013 ~~was $120. There are 55 shares outstanding~~, ~~vested,~~we ~~and~~recognized ~~expected~~stock tocompensation ~~vest~~expense ~~(including forfeiture adjusted unvested shares) with a weighted average exercise price~~ of $~~425.00~~397 ~~and~~within aselling, ~~weighted~~general ~~average~~and ~~remaining~~administrative ~~contractual term of 6~~expenses.~~24 years.~~

For the ~~three~~nine months ended ~~June~~September 30, 2013, we recognized stock compensation expense of $~~314~~1,113 within selling, general and administrative expenses.

~~For~~As ~~the~~of ~~six months ended June~~September 30, 2013, wethe ~~recognized~~aggregate intrinsic value (i.e., the difference in the estimated fair value of our common stock ~~compensation~~and ~~expense~~the exercise price to be paid by the option holder) of ~~$716~~stock ~~within~~options ~~selling~~outstanding, ~~general~~excluding ~~and~~the ~~administrative~~effects ~~expenses~~of expected forfeitures, was zero. The aggregate intrinsic value of the shares of exercisable stock at September 30, 2013 was zero.

As of ~~June~~September 30, 2013, ~~the~~there ~~aggregate~~was ~~intrinsic value (i.e.~~$1,526 ~~the difference in the estimated fair value~~ of ~~our~~unrecognized ~~common~~compensation ~~stock~~cost ~~and~~related ~~the exercise price~~ to ~~be paid by~~ the ~~option~~unvested ~~holder)~~portion of ~~stock~~time-based ~~options~~arrangements ~~outstanding,~~granted ~~excluding~~under the ~~effects~~2012 ~~of expected forfeitures, was zero~~Plan. ~~The aggregate intrinsic value of the shares of exercisable stock at June 30, 2013 was zero.~~

1416

Table of Contents

As of June 30, 2013, there was $1,659 of unrecognized compensation cost related to the unvested portion of time-based arrangements granted under the 2012 Plan.

Note 14—Contingencies

We are subject to various lawsuits and claims in the normal course of business. In addition, from time to time, we receive communications from government or regulatory agencies concerning investigations or allegations of non-compliance with laws or regulations in jurisdictions in which we operate. Although the ultimate outcome of such lawsuits, claims and investigations cannot be ascertained, we believe, on the basis of present information, that the disposition or ultimate resolution of such claims, lawsuits and/or investigations will not have a material adverse effect on our business, results of operations or financial condition. We establish specific liabilities in connection with regulatory and legal actions that we deem to be probable and estimable, and we believe that our reserves for such liabilities are adequate.

Note 15—Geographic Operations and Concentrations

We operate in one operating segment and provide services primarily in two regions: “Americas,” which includes the United States, Canada, the Philippines, India, China, Nicaragua, the Dominican Republic, El Salvador, and Honduras; and “EMEA,” which includes Europe, the Middle East, and Africa.

The following table presents geographic information regarding our operations:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2013

2012

2013

2012

Revenues

Americas

United States

5451,~~323~~900

4552,~~313~~131

~~110~~162,~~883~~782

94146,~~284~~416

Philippines

5355,~~081~~506

4750,~~184~~122

~~109~~165,~~511~~017

99149,~~364~~486

Canada

2624,~~826~~720

2625,~~288~~908

5579,~~225~~945

5581,~~654~~562

Others

3134,~~671~~129

2729,~~951~~768

6397,~~493~~623

5685,~~132~~898

Total Americas

~~165~~166,~~901~~255

~~146~~157,~~736~~929

~~339~~505,~~112~~367

~~305~~463,~~434~~362

EMEA

Great Britain

2831,~~376~~169

—

3869,~~675~~844

—

Others

5458,~~877~~587

5153,~~007~~002

~~114~~172,~~179~~766

~~107~~160,~~849~~851

Total EMEA

8389,~~253~~756

5153,~~007~~002

~~152~~242,~~854~~610

~~107~~160,~~849~~851

~~249~~256,~~154~~011

~~197~~210,~~743~~931

~~491~~747,~~966~~977

~~413~~624,~~283~~213

	June 30, 2013		December 31, 2012
	September 30, 2013		December 31, 2012
Total assets:
Americas	$	~~518~~520,~~643~~028	$	536,149
EMEA	~~138~~141,~~587~~270		67,879
	$	~~657~~661,~~230~~298	$	604,028

We derive significant revenues from ~~two~~one ~~clients~~client. At ~~June~~September 30, 2013, ~~two of~~ our largest ~~clients~~client by revenue ~~are~~is a global technology ~~companies~~company. The percentage of revenue for clients exceeding 10% of revenue in the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Microsoft	12	%	810	%	13	%	9	%
Dell	7	%	10	%	7	%	10	%

Related accounts receivable from ~~these~~this ~~two~~client ~~clients~~was ~~were~~ 6% ~~and 9%, respectively,~~ of our total accounts receivable at ~~June~~September 30, 2013 and 54% ~~and 13%, respectively,~~ of our total accounts receivable at ~~June~~September 30, 2012.

1517

Table of Contents

Note 16—Guarantor Financial Information

The Notes are guaranteed by the Company, along with certain of our wholly owned subsidiaries. Such guaranties are full, unconditional and joint and several. Condensed consolidating financial information related to the Company, our guarantor subsidiaries and our non-guarantor subsidiaries as of and for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 are reflected below:

Condensed Consolidating Statement of Operations

For the three months ended ~~June~~September 30, 2013

(Unaudited)

	Parent			Guarantor subsidiaries			Non- Guarantor subsidiaries		Elimination			Total
Net revenue	$	—		$	~~107~~109,~~839~~849		$	~~145~~150,~~340~~201	$	(4,~~025~~039	)	$	~~249~~256,~~154~~011
Direct cost of revenue:
Customers	—			6058,~~646~~677			8891,~~431~~949		—			~~149~~150,~~077~~626
Intercompany	—			3,~~390~~165			~~635~~874		(4,~~025~~039		)	—
	—			6461,~~036~~842			8992,~~066~~823		(4,~~025~~039		)	~~149~~150,~~077~~626
Gross profit	—			4348,~~803~~007			5657,~~274~~378		—			~~100~~105,~~077~~385
Operating expenses	~~353~~465			4645,~~914~~069			5149,~~024~~485		—			9895,~~291~~019
Non-operating expenses (income)	8,~~802~~734			(~~2,532~~748		)	12,~~000~~307		—			710,~~270~~293
Equity in earnings of subsidiaries	(2,~~625~~760		)	—			—		2,~~625~~760			—
Income (loss) before income taxes	(6,~~530~~439		)	~~(579~~3,686		)	45,~~250~~586		(2,~~625~~760		)	~~(5,484~~73		)
Provision for income taxes	—			471			575		—			1,046
Provision (benefit) for income taxes	(9,043		)	5,336			1,176		—			(2,531		)
Net income (loss)	$	(62,~~530~~604	)	$	(1,~~050~~650	)	$	34,~~675~~410	$	(2,~~625~~760	)	$	(62,~~530~~604	)

Condensed Consolidating Statement of Operations

For the ~~six~~nine months ended ~~June~~September 30, 2013

(Unaudited)

	Parent			Guarantor subsidiaries			Non- Guarantor subsidiaries		Elimination			Total
Net revenue	$	—		$	~~225~~335,~~315~~165		$	~~274~~424,~~641~~842	$	(712,~~990~~030	)	$	~~491~~747,~~966~~977
Direct cost of revenue:
Customers	—			~~123~~182,~~464~~141			~~168~~260,~~741~~690		—			~~292~~442,~~205~~831
Intercompany	—			69,~~738~~905			12,~~252~~125		(712,~~990~~030		)	—
	—			~~130~~192,~~202~~046			~~169~~262,~~993~~815		(712,~~990~~030		)	~~292~~442,~~205~~831
Gross profit	—			95143,~~113~~119			~~104~~162,~~648~~027		—			~~199~~305,~~761~~146
Operating expenses	~~789~~1,254			94139,~~265~~333			92141,~~055~~541		—			~~187~~282,~~109~~128
Non-operating expenses (income)	1725,~~138~~871			(4,~~161~~910		)	35,~~529~~837		—			1626,~~506~~798
Equity in earnings of subsidiaries	(1114,~~655~~414		)	—			—		1114,~~655~~414			—
Income (loss) before income taxes	(612,~~272~~711		)	58,~~009~~696			914,~~064~~649		(1114,~~655~~414		)	(3,~~854~~780		)
Provision for income taxes	6			1,277			1,141		—			2,424
Provision (benefit) for income taxes	(9,037		)	6,615			2,316		—			(106		)
Net income (loss)	$	(63,~~278~~674	)	$	32,~~732~~081		$	712,~~923~~333	$	(1114,~~655~~414	)	$	(63,~~278~~674	)

1618

Table of Contents

Condensed Consolidating Statement of Operations

For the three months ended ~~June~~September 30, 2012

(Unaudited)

	Parent			Guarantor subsidiaries			Non- Guarantor subsidiaries			Elimination			Total
Net revenue	$	—		$	~~167~~109,~~474~~210		$	~~119~~108,~~444~~293		$	(896,~~175~~572	)	$	~~197~~210,~~743~~931
Direct cost of revenue:
Customers	—			5255,~~693~~081			6566,~~969~~916			—			~~118~~121,~~662~~997
Intercompany	—			815,~~840~~930			~~7,335~~642			(896,~~175~~572		)	—
	—			~~134~~61,~~533~~011			7367,~~304~~558			(896,~~175~~572		)	~~118~~121,~~662~~997
Gross profit	—			3248,~~941~~199			4640,~~140~~735			—			7988,~~081~~934
Operating expenses	~~945~~874			4442,~~506~~025			3938,~~832~~739			—			8581,~~283~~638
Non-operating expenses (income)	78,~~823~~103			(2,~~500~~092		)	12,~~822~~669			—			78,~~145~~680
Equity in earnings of subsidiaries	52,~~698~~288			—			—			(52,~~698~~288		)	—
Income (loss) before income taxes	(1411,~~466~~265		)	(98,~~065~~266		)	~~4,486~~(673		)	52,~~698~~288			(131,~~347~~384		)
Provision (benefit) for income taxes	—(9,084		)	~~(170~~9,886		)	~~1,289~~(5		)	—			~~1,119~~797
Net income (loss)	$	(142,~~466~~181	)	$	(81,~~895~~620	)	$	~~3,197~~(668	)	$	52,~~698~~288		$	(142,~~466~~181	)

Condensed Consolidating Statement of Operations

For the ~~six~~nine months ended ~~June~~September 30, 2012

(Unaudited)

	Parent			Guarantor subsidiaries			Non- Guarantor subsidiaries		Elimination			Total
Net revenue	$	—		$	~~375~~315,~~056~~222		$	~~240~~332,~~334~~156	$	(~~202~~23,~~107~~165	)	$	~~413~~624,~~283~~213
Direct cost of revenue:
Customers	—			~~108~~163,~~483~~563			~~134~~201,~~296~~212		—			~~242~~364,~~779~~775
Intercompany	—			~~184~~21,~~317~~204			171,~~790~~961		(~~202~~23,~~107~~165		)	—
	—			~~292~~184,~~800~~767			~~152~~203,~~086~~173		(~~202~~23,~~107~~165		)	~~242~~364,~~779~~775
Gross profit	—			82130,~~256~~455			88128,~~248~~983		—			~~170~~259,~~504~~438
Operating expenses	12,~~618~~492			87129,~~610~~636			79118,~~759~~496		—			~~168~~250,~~987~~624
Non-operating expenses (income)	1523,~~361~~465			(46,~~276~~486		)	36,~~374~~161		—			1423,~~459~~140
Equity in earnings of subsidiaries	~~(1,858~~430		)	—			—		~~1,858~~(430		)	—
Income (loss) before income taxes	(1526,~~121~~387		)	(17,~~078~~305		)	54,~~115~~326		~~(1,858~~430		)	(1214,~~942~~326		)
Provision (benefit) for income taxes	—(9,085		)	(18,~~777~~111		)	3,~~956~~950		—			2,~~179~~976
Net income (loss)	$	(1517,~~121~~302	)	$	~~699~~(806	)	$	~~1,159~~376	$	~~(1,858~~430	)	$	(1517,~~121~~302	)

Condensed Consolidating Statement of Comprehensive Income

For the three months ended ~~June~~September 30, 2013

(Unaudited)

Parent

Guarantor subsidiaries

Non- Guarantor subsidiaries

Elimination

Total

Net income (loss)

(62,~~530~~604

)

(1,~~050~~650

)

34,~~675~~410

(2,~~625~~760

)

(62,~~530~~604

)

Other comprehensive income:

Change in unrealized gain on forward exchange contracts, net of tax

(81,~~895~~714

)

(1,~~721~~113

)

~~(7,174~~601

)

8(1,~~895~~714

)

(81,~~895~~714

)

Change in cumulative translation adjustment

~~(665~~2,443

)

~~194~~1,734

~~(859~~709

)

~~665~~(2,443

)

~~(665~~2,443

)

Comprehensive income (loss)

~~(16~~6,~~090~~761

)

(21,~~577~~197

)

(45,~~358~~720

)

(6,~~935~~917

)

~~(16~~6,~~090~~761

)

1719

Table of Contents

Condensed Consolidating Statement of Comprehensive Income

For the ~~six~~nine months ended ~~June~~September 30, 2013

(Unaudited)

Parent

Guarantor subsidiaries

Non- Guarantor subsidiaries

Elimination

Total

Net income (loss)

(63,~~278~~674

)

32,~~732~~081

712,~~923~~333

(1114,~~655~~414

)

(63,~~278~~674

)

Other comprehensive income:

Change in unrealized gain on forward exchange contracts, net of tax

(108,~~191~~477

)

(21,~~572~~459

)

(7,~~619~~018

)

108,~~191~~477

(108,~~191~~477

)

Change in cumulative translation adjustment

~~(1,608~~835

)

~~(517~~1,213

)

(~~1,091~~378

)

~~1,608~~(835

)

~~(1,608~~835

)

Comprehensive income (loss)

(1811,~~077~~316

)

~~643~~1,835

~~(787~~4,937

)

~~144~~(6,772

)

(1811,~~077~~316

)

Condensed Consolidating Statement of Comprehensive Income

For the three months ended ~~June~~September 30, 2012

(Unaudited)

Parent

Guarantor subsidiaries

Non- Guarantor subsidiaries

Elimination

Total

Net income (loss)

(142,~~466~~181

)

(81,~~895~~620

)

~~3,197~~(668

)

52,~~698~~288

(142,~~466~~181

)

Other comprehensive income:

Change in unrealized gain on forward exchange contracts, net of tax

~~549~~2,316

~~(836~~1,423

)

~~1,385~~893

(~~549~~2,316

)

~~549~~2,316

Change in cumulative translation adjustment

(42,~~631~~151

)

(21,~~559~~355

)

~~(2,072~~796

)

4(2,~~631~~151

)

(42,~~631~~151

)

Comprehensive income (loss)

~~(18~~2,~~548~~286

)

~~(12~~1,~~290~~158

)

21,~~510~~021

9(2,~~780~~179

)

~~(18~~2,~~548~~286

)

Condensed Consolidating Statement of Comprehensive Income

For the ~~six~~nine months ended ~~June~~September 30, 2012

(Unaudited)

Parent

Guarantor subsidiaries

Non- Guarantor subsidiaries

Elimination

Total

Net income (loss)

(1517,~~121~~302

)

~~699~~(806

)

~~1,159~~376

~~(1,858~~430

)

(1517,~~121~~302

)

Other comprehensive income:

Change in unrealized gain on forward exchange contracts, net of tax

35,~~211~~527

~~593~~2,016

23,~~618~~511

(35,~~211~~527

)

35,~~211~~527

Change in cumulative translation adjustment

(~~2,501~~349

)

~~(1,565~~19

)

(~~936~~368

)

~~2,501~~349

(~~2,501~~349

)

Comprehensive income (loss)

(1412,~~411~~124

)

~~(273~~1,229

)

23,~~841~~519

(24,~~568~~748

)

(1412,~~411~~124

)

1820

Table of Contents

Condensed Consolidating Balance Sheet

As of ~~June~~September 30, 2013

(Unaudited)

Parent

Guarantor subsidiaries

Non- Guarantor subsidiaries

Elimination

Total

Assets

Cash and cash equivalents

51,~~067~~614

914,~~049~~055

—

1415,~~122~~675

Accounts receivable, net

—

~~151~~150,~~821~~709

37,~~209~~668

—

~~189~~188,~~030~~377

Intercompany receivable

3237,~~239~~576

—

~~102~~103,~~952~~075

(~~135~~140,~~191~~651

)

—

Other current assets

43,~~350~~972

1110,~~199~~437

89,~~369~~327

—

23,~~918~~736

Total current assets

3641,~~595~~554

~~168~~162,~~087~~760

~~157~~164,~~579~~125

(~~135~~140,~~191~~651

)

227,~~070~~788

Equipment and fixtures, net and other assets

~~722~~—

5054,~~659~~092

62,~~232~~858

—

~~113~~116,~~613~~950

Investment in subsidiaries

~~450~~456,~~029~~947

134,288

(~~584~~591,~~334~~252

)

—

Intercompany receivable

—

~~133~~140,~~622~~766

—

(~~133~~140,~~622~~766

)

—

Goodwill and intangible assets, net

—

~~164~~162,~~949~~682

~~151~~153,~~598~~878

—

316,~~547~~560

Total assets

~~487~~498,~~346~~501

~~651~~654,~~605~~588

~~371~~380,~~426~~878

(~~853~~872,~~147~~669

)

~~657~~661,~~230~~298

Liabilities and Stockholders’ Equity

Accounts payable

—

98,~~809~~939

910,~~685~~095

—

19,~~494~~034

Accrued employee compensation and benefits

—

2221,~~665~~372

4850,~~318~~456

—

7071,~~983~~828

Other accrued expenses

613,~~704~~113

56,~~904~~703

1317,~~441~~400

—

2637,~~049~~216

Other current liabilities

3729,~~558~~797

1211,~~610~~615

17,~~085~~355

—

6758,~~253~~767

Intercompany payable

—

~~124~~133,~~657~~269

107,~~534~~382

(~~135~~140,~~191~~651

)

—

Total current liabilities

4442,~~262~~910

~~175~~181,~~645~~898

99102,~~063~~688

(~~135~~140,~~191~~651

)

~~183~~186,~~779~~845

Intercompany notes payable

2227,~~942~~845

—

~~110~~112,~~680~~921

(~~133~~140,~~622~~766

)

—

Long-term liabilities

~~227~~228,~~608~~053

3126,~~455~~771

2119,~~854~~936

—

~~280~~274,~~917~~760

Total shareholders’ equity (deficit)

~~192~~199,~~534~~693

~~444~~445,~~505~~919

~~139~~145,~~829~~333

(~~584~~591,~~334~~252

)

~~192~~199,~~534~~693

Total liabilities and stockholders’ equity

~~487~~498,~~346~~501

~~651~~654,~~605~~588

~~371~~380,~~426~~878

(~~853~~872,~~147~~669

)

~~657~~661,~~230~~298

Condensed Consolidating Balance Sheet

As of December 31, 2012

(Unaudited)

	Parent		Guarantor subsidiaries		Non- Guarantor subsidiaries		Elimination			Total
Assets
Cash and cash equivalents	$	6	$	9,975	$	8,754	$	—		$	18,735
Accounts receivable, net	—		146,078		18,851		—			164,929
Intercompany receivable	32,239		—		88,776		(121,015		)	—
Other current assets	3,587		14,878		10,543		—			29,008
Total current assets	35,832		170,931		126,924		(121,015		)	212,672
Equipment and fixtures, net and other assets	2,254		48,019		61,994		—			112,267
Investment in subsidiaries	450,175		74,783		17		(524,975		)	—
Intercompany receivable	—		114,480		—		(114,480		)	—
Goodwill and intangible assets, net	—		169,792		109,297		—			279,089
Total assets	$	488,261	$	578,005	$	298,232	$	(760,470	)	$	604,028
Liabilities and Stockholders’ Equity
Accounts payable	$	—	$	7,485	$	8,874	$	—		$	16,359
Accrued employee compensation and benefits	—		18,467		39,568		—			58,035
Other accrued expenses	5,947		5,876		8,650		—			20,473
Other current liabilities	—		11,683		9,635		—			21,318
Intercompany payable	—		118,041		2,974		(121,015		)	—
Total current liabilities	5,947		161,552		69,701		(121,015		)	116,185
Intercompany notes payable	41,634		—		72,846		(114,480		)	—
Long-term liabilities	230,784		31,915		15,248		—			277,947
Total shareholders’ equity (deficit)	209,896		384,538		140,437		(524,975		)	209,896
Total liabilities and stockholders’ equity	$	488,261	$	578,005	$	298,232	$	(760,470	)	$	604,028

1921

Table of Contents

Condensed Statements of Cash Flows

For the ~~six~~nine months ended ~~June~~September 30, 2013

(Unaudited)

	Parent			Guarantor subsidiaries			Non- Guarantor subsidiaries			Elimination			Total
Net cash provided by (used in) operating activities	$	(146,~~862~~591	)	$	2226,~~433~~604		$	1429,~~964~~859		$	—		$	2249,~~535~~872
Cash flows from investing activities:
Net intercompany receivables	—(5,337		)	(1926,~~142~~287		)	(14,~~175~~299		)	3345,~~317~~923			—
Acquisition of business	—			—			(4144,~~167~~022		)	—			(4144,~~167~~022		)
Cash acquired from acquisition	—			—			45,~~951~~217			—			45,~~951~~217
Additions to equipment and fixtures	—			(1221,~~987~~439		)	(59,~~407~~708		)	—			(1831,~~394~~147		)
Net cash used in investing activities	—(5,337		)	(3247,~~129~~726		)	(5562,~~798~~812		)	3345,~~317~~923			(5469,~~610~~952		)
Cash flows from financing activities:
Net borrowings on line of credit	2,954			—			—			—			2,954
Net borrowings (repayments) on line of credit	(4,884		)	—			—			—			(4,884		)
Net borrowings (repayments) on long term debt	30,~~600~~601			23,~~831~~182			(~~646~~1,100		)	—			32,~~785~~683
Net repayments on capital leases	—			(46,~~573~~582		)	(12,~~854~~412		)	—			(68,~~427~~994		)
Net intercompany payables	(1813,~~692~~789		)	615,~~615~~448			4544,~~394~~264			(3345,~~317~~923		)	—
Net cash provided by (used in) financing activities	1411,~~862~~928			412,~~873~~048			4240,~~894~~752			(3345,~~317~~923		)	2918,~~312~~805
Effect of exchange rates on cash and cash equivalents	—			~~(86~~713		)	(12,~~764~~498		)	—			(1,~~850~~785		)
Net increase (decrease) in cash and cash equivalents	—			(48,~~909~~361		)	~~296~~5,301			—			(43,~~613~~060		)
Cash and cash equivalents, beginning of period	6			9,~~976~~975			8,~~753~~754			—			18,735
Cash and cash equivalents, end of period	$	6		$	51,~~067~~614		$	914,~~049~~055		$	—		$	1415,~~122~~675

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Condensed Statements of Cash Flows

For the ~~six~~nine months ended ~~June~~September 30, 2012

(Unaudited)

	Parent			Guarantor subsidiaries			Non- Guarantor subsidiaries			Elimination			Total
Net cash provided by (used in) operating activities	$	(135,~~378~~781	)	$	289,~~164~~557		$	2129,~~715~~607		$	—		$	3633,~~501~~383
Cash flows from investing activities:
Net intercompany receivables	(759,032		)	(4731,~~011~~610		)	(2223,~~443~~981		)	6964,~~529~~623			—
Investment in subsidiaries	—			(100		)	—			100			—
Additions to equipment and fixtures	—			(811,~~082~~214		)	(725,~~766~~342		)	—			(1536,~~848~~556		)
Net cash used in investing activities	(759,032		)	(5542,~~193~~924		)	(3049,~~209~~323		)	6964,~~629~~723			(1536,~~848~~556		)
Cash flows from financing activities:
Net repayments on line of credit	(268,~~615~~095		)	—			—			—			(268,~~615~~095		)
Net borrowings (repayments) on long term debt	—			~~765~~1,125			~~(146~~7,594		)	—			~~619~~8,719
Net repayments on capital leases	—			(46,~~358~~687		)	(12,~~282~~058		)	—			(58,~~640~~745		)
Investment from parent	—			—			100			(100		)	—
Net intercompany payables	4022,~~079~~919			2230,~~121~~994			710,~~329~~710			(6964,~~529~~623		)	—
Tax payments for withholding on restricted stock	(11		)	—			—			—			(11		)
Net cash provided by (used in) financing activities	1314,~~453~~813			1825,~~528~~432			616,~~001~~346			(6964,~~629~~723		)	(318,~~647~~132		)
Effect of exchange rates on cash and cash equivalents	—			~~122~~144			(~~1,379~~55		)	—			~~(1,257~~89		)
Net decrease in cash and cash equivalents	—			(87,~~379~~791		)	(3,~~872~~425		)	—			(1211,~~251~~216		)
Cash and cash equivalents, beginning of period	6			11,143			12,099			—			23,248
Cash and cash equivalents, end of period	$	6		$	23,~~764~~352		$	8,~~227~~674		$	—		$	1012,~~997~~032

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

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “intend,” “plan,” target,” “goal,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 26, 2013.

Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission (the “SEC”), we explicitly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.

Overview

Our Business

Stream Global Services, Inc. (“we”, “us”, “Stream”, the “Company” or “SGS”) is a global business process outsourcing (“BPO”) service provider specializing in customer relationship management (“CRM”), including sales, customer care and technical support primarily for Fortune 1000 companies. Our clients include multinational computing/hardware, telecommunications service providers, software/networking, entertainment/media, retail, travel and financial services companies. Our service programs are delivered through a set of standardized best practices and sophisticated technologies by a highly skilled multilingual workforce with the ability to support 35 languages across approximately 56 service centers in 2322 countries. We continue to expand our global presence and service offerings to increase revenue, improve operational efficiencies and drive brand loyalty for our clients.

On February 25, 2013, we completed our acquisition of all of the outstanding share capital of LBM Holdings Limited and the interests in its two subsidiaries, LBM Holdings (UK) Limited and LBM Direct Marketing Limited (collectively, “LBM”), for a purchase price of approximately $41.2 million. LBM is a United Kingdom-based BPO provider servicing large, multinational companies primarily in the UK marketplace. LBM provides a range of revenue generation services and capabilities for utilities, telecommunications and financial services companies in Europe. LBM has approximately 2,500 employees across 6 locations in England and Northern Ireland.

We generate revenue based primarily on the amount of time our agents devote to a client’s program. Revenue is recognized as services are provided. The majority of our revenue is from multi-year contracts and we expect that trend to continue. However, we do provide certain client programs on a short-term basis.

Our industry is highly competitive. We compete primarily with the in-house business processing operations of our current and potential clients. We also compete with certain third-party BPO providers. Our industry is labor-intensive and the majority of our operating costs relate to wages, employee benefits and employment taxes.

We periodically review our capacity utilization and projected demand for future capacity. In conjunction with these reviews, we may decide to consolidate or close under-performing service centers, including those impacted by the loss of client programs, in order to maintain or improve targeted utilization and margins.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and notes thereto which appear elsewhere in this Quarterly Report on Form 10-Q.

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Critical Accounting Policies

Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We define our “critical accounting policies” as those that require us to make subjective estimates about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations or that concern the specific manner in which we apply GAAP. On an on-going basis, we evaluate our estimates including those related to revenue recognition, the allowance for bad debts, derivatives and hedging activities, income taxes including the valuation allowance for deferred tax assets, valuation of long-lived assets, self-insurance reserves, contingencies, litigation and restructuring liabilities, and goodwill and other intangible assets. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Our estimates are based upon assumptions and judgments about matters that are highly uncertain at the time the accounting estimate is made and applied and require us to assess a range of potential outcomes.

We believe the following critical accounting policies are those that are most important to the portrayal of our results of operations and financial condition and that require the most subjective judgment.

Revenue Recognition

Our policy is to recognize revenue when the applicable revenue recognition criteria have been met, which generally include the following:

Persuasive evidence of an arrangement —We use a legally binding contract signed by the client as evidence of an arrangement. We consider the signed contract to be the most persuasive evidence of the arrangement.

Delivery has occurred or services rendered —Delivery has occurred based on the billable time or transactions processed by each service professional, as defined in the client contract. The rate per billable time or transaction is based on a pre-determined contractual rate. Contractually pre-determined quality and performance metrics may adjust the amount of revenue recognized.

Fee is fixed or determinable —We assess whether the fee is fixed or determinable at the outset of the arrangement, primarily based on the payment terms associated with the transaction. Our standard payment terms are normally within 90 days. Our experience has been that we are generally able to determine whether a fee is fixed or determinable.

Collection is probable —We assess the probability of collection from each client at the outset of the arrangement based on a number of factors, including the payment history and its current creditworthiness. If in our judgment collection of a fee is not probable, we do not record revenue until the uncertainty is removed, which generally means revenue is recognized upon our receipt of the cash payment. Our experience has been that we are generally able to estimate whether collection is probable.

Allowances for Accounts Receivable

We maintain allowances for estimated losses resulting from the inability of our clients to make required payments. We perform credit reviews of each client, monitor collections and payments from our clients, and determine the allowance based upon historical experience and specific collection issues. If the financial condition of our clients were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required.

Accounting for Income Taxes

In connection with preparing our financial statements, we are required to compute income tax expense in each jurisdiction in which we operate. This process requires us to project our current tax liability and estimate our deferred tax assets and liabilities, including net operating loss and tax credit carryforwards. We also continually assess the need for a valuation allowance against deferred tax assets under the “more-likely-than-not” criteria. As part of this assessment, we have considered our recent operating results, future taxable income projections, and all prudent and feasible tax planning strategies.

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As of ~~June~~September 30, 2013 and 2012, we maintained a full valuation allowance against our deferred tax assets in certain countries including the United States. We currently do not have sustained profitability sufficient to support a conclusion that a valuation allowance is not required in these jurisdictions.

We account for our uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740-10, Income Taxes. We follow a two-step approach to recognizing and measuring uncertain tax positions. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. We evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on the consideration of several factors including changes in facts or circumstances, changes in applicable tax law, and settlement of issues under audit.

Interest and penalties relating to income taxes and uncertain tax positions are accrued net of tax in “Provision for income taxes.”

In the future, our effective tax rate could be adversely affected by several factors, many of which are outside our control. Our effective tax rate is affected by the proportion of revenue and income before taxes in the various domestic and international jurisdictions in which we operate. Further, we are subject to changing tax laws, regulations and interpretations in multiple jurisdictions in which we operate, as well as the requirements, pronouncements and rulings of certain tax and regulatory organizations. We estimate our annual effective tax rate each quarter based on a combination of actual and forecasted results of subsequent quarters. Consequently, significant changes in our actual quarterly or forecasted results may impact the effective tax rate for the current or future periods.

Earnings of our foreign subsidiaries are designated as indefinitely reinvested outside the U.S. If required for our operations in the U.S., most of the cash held abroad could be repatriated to the U.S. but, under current law, would be subject to U.S. federal income taxes (subject to an adjustment for foreign tax credits). Currently, we do not anticipate a need to repatriate these funds to our U.S. operations.

Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), limits the amount of U.S. tax attributes (Net operating loss carry forwards and tax credits) that can be utilized annually to offset future taxable income based on certain 3-year cumulative increases in the ownership interests of stockholders who are 5% stockholders under the Code. The Company has determined that an ownership change occurred under these federal income tax provisions on April 27, 2012. However, the Company does not expect to generate U.S. taxable income in excess of the accumulated limitation in 2013.

Contingencies

We consider the likelihood of various loss contingencies, including non-income tax and legal contingencies arising in the ordinary course of business, and our ability to reasonably estimate the range of loss in determining loss contingencies. An estimated loss contingency is accrued in accordance with the authoritative guidance when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We regularly evaluate current information available to determine whether such accruals should be adjusted.

Derivatives and Hedging

We enter into foreign exchange forward contracts to reduce our exposure to foreign currency exchange rate fluctuations that are associated with forecasted expenses in non-functional currencies. Upon proper qualification, these contracts are accounted for as cash flow hedges.

All derivative financial instruments are reported in the accompanying Consolidated Balance Sheets at fair value. Changes in fair value of derivative instruments designated as cash flow hedges are recorded in “Accumulated other comprehensive income (loss),” to the extent they are deemed effective. Based on the criteria established by current accounting standards, all of our cash flow hedge contracts are deemed to be highly effective. Any realized gains or losses resulting from the cash flow hedges are recognized together with the hedged transaction within “Direct cost of revenue.”

We also enter into fair value derivative contracts to reduce our exposure to foreign currency exchange rate fluctuations associated with changes in asset and liability balances. Changes in the fair value of derivative instruments designated as fair value hedges affect the carrying value of the asset or liability hedged, with changes in both the derivative instrument and the hedged asset or liability being recognized in “Other expenses, net” in the accompanying Consolidated Statements of Operations.

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While we expect that our derivative instruments designated as cash flow hedges will continue to be highly effective and in compliance with applicable accounting standards, if our cash flow hedges did not qualify as highly effective or if we determine that forecasted transactions will not occur, the changes in the fair value of the derivatives used as cash flow hedges would be reflected currently in “Other expenses, net” in the accompanying Consolidated Statement of Operations.

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Goodwill and Other Intangible Assets

In accordance with the authoritative guidance, goodwill is reviewed for impairment annually and on an interim basis if events or changes in circumstances between annual tests indicate that an asset might be impaired. Impairment occurs when the carrying amount of goodwill exceeds its estimated fair value. We operate in one reporting unit, which is the basis for impairment testing of all goodwill. We utilize internally developed models to estimate our expected future cash flows in connection with our estimate of fair value of the reporting unit in the evaluation of goodwill. The key assumptions in our model consist of numerous factors including the discount rate, terminal value, growth rate and the achievability of our longer term financial results. Intangible assets with a finite life are recorded at cost and amortized using their projected cash flows over their estimated useful life. Client lists and relationships are amortized over periods up to ten years, market adjustments related to facility leases are amortized over the term of the respective lease and developed software is amortized over five years. Brands and trademarks are not amortized as their life is indefinite. In accordance with the authoritative guidance, indefinite-lived intangible assets are reviewed for impairment annually and on an interim basis if events or changes in circumstances between annual tests indicate that an asset might be impaired.

The carrying value of finite-lived intangibles is evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable in accordance with the authoritative guidance. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition does not exceed its carrying amount. The amount of the impairment loss, if any, is measured as the amount by which the carrying value of the asset exceeds its estimated fair value, which is generally determined based on appraisals or sales prices of comparable assets.

Key Operating Metrics and Other Items

Direct Cost of Revenue

We record the costs specifically associated with client billable programs identified in a client statement of work as direct cost of revenue. These costs include direct labor wages and benefits of service professionals in our call centers as well as reimbursable expenses such as telecommunication charges. The most significant portion of our direct cost of revenue is attributable to employee compensation, benefits and payroll taxes. These costs are expensed as they are incurred. Direct costs are affected by prevailing wage rates in the countries in which they are incurred and are subject to the effects of foreign currency fluctuations, net of the impact of any cash flow hedges.

Selling, general and administrative expenses

Our selling, general and administrative expenses consist of all expenses of operations other than direct costs of revenue, such as information technology, telecommunications, sales and marketing costs, finance, human resource management and other functions and service center operational expenses such as facilities, operations and training.

Severance, restructuring and other charges

Our severance, restructuring and other charges include expenses related to acquisitions, non-agent severance charges and expenses related to exiting leased facilities.

Other Income and Expenses

Other income and expenses consists of foreign currency transaction gains or losses, other income, interest income and interest expense. Interest expense includes interest expense and amortization of debt issuance costs associated with our indebtedness under our credit lines, senior secured notes and capitalized lease obligations.

We generate revenue and incur expenses in several different currencies. We do not operate in any countries subject to hyper-inflationary accounting treatment. Our most common transaction currencies are the U.S. Dollar, the Euro, the British Pound, the Canadian Dollar, Philippine Peso and the Indian Rupee. Our clients are most commonly billed in the U.S. Dollar or the Euro. We translate our results from functional currencies to U.S. Dollars using the average exchange rates in effect during the accounting period.

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Recent Accounting Pronouncements

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Results of Operations

Three months ended ~~June~~September 30, 2013 compared with three months ended ~~June~~September 30, 2012

Revenue. Revenues increased $5145.51 million, or 2621.04%, to $~~249~~256.20 million for the three months ended ~~June~~September 30, 2013, compared to $~~197~~210.79 million for the three months ended ~~June~~September 30, 2012. The increase is primarily attributable to the acquisition of LBM and increased volume with existing customers.

Revenues for services performed in our offshore service centers in the Philippines, India, El Salvador, the Dominican Republic, China, Nicaragua, Tunisia and Egypt increased $10.63 million, or 1110.87%, for the three months ended ~~June~~September 30, 2013, compared to the three months ended ~~June~~September 30, 2012 due to higher client volumes. Revenues in our offshore service centers represented 4041.5% of consolidated revenues for the three months ended ~~June~~September 30, 2013, compared to 45.65% in the same period in 2012. Revenues for services performed in our United States and Canadian service centers ~~increased~~decreased $91.54 million, or 131.38%, for the three months ended ~~June~~September 30, 2013, compared to the three months ended ~~June~~September 30, 2012 due to ~~higher~~variations in client ~~volume~~volumes. Revenues for services performed in European service centers increased $3136.2 million, or 8698.93%, for the three months ended ~~June~~September 30, 2013, compared to the three months ended ~~June~~September 30, 2012. This increase is primarily attributable to the acquisition of LBM and increased client volumes.

Direct Cost of Revenue. Direct cost of revenue (exclusive of depreciation and amortization) increased $3028.46 million, or 2523.65%, to $~~149~~150.16 million for the three months ended ~~June~~September 30, 2013, compared to $~~118~~122.70 million for the three months ended ~~June~~September 30, 2012. The increase is primarily attributable to the acquisition of LBM, ~~and~~ increased client ~~volume~~volumes and higher levels of agent training.

Gross Profit. Gross profit increased $2116.05 million, or 2618.5%, to $~~100~~105.14 million for the three months ended ~~June~~September 30, 2013 from $7988.19 million for the three months ended ~~June~~September 30, 2012. Gross profit as a percentage of revenue was 4041.2% and 4042.02% for the three months ended ~~June~~September 30, 2013 and 2012, respectively.

Operating Expenses. Operating expenses consists of selling, general and administrative expense, severance, restructuring and other charges, net and depreciation and amortization expense. Operating expenses increased $13.04 million, or 1516.34%, to $9895.30 million for the three months ended ~~June~~September 30, 2013, compared to $8581.36 million for the three months ended ~~June~~September 30, 2012. This was primarily driven by the acquisition of LBM and increased volumes. Operating expenses as a percentage of revenues was 3937.41% for the three months ended ~~June~~September 30, 2013 compared to 4338.17% for the three months ended ~~June~~September 30, 2012.

Selling, general and administrative expense increased 1916.19%, from $6463.67 million for the three months ended ~~June~~September 30, 2012 to $7674.94 million for the three months ended ~~June~~September 30, 2013. Selling, general and administrative expense as a percentage of revenue was 3029.91% and 3230.72% for the three months ended ~~June~~September 30, 2013 and 2012, respectively. The increase in selling, general and administrative expenses in 2013 compared to 2012 is primarily due to the addition of the LBM business, a larger ~~number~~investment ofin ~~operations~~marketing and IT support personnel, and the opening of new service centers.

Severance, restructuring and other charges were $43.96 million and $63.64 million for the three months ended ~~June~~September 30, 2013 and 2012, respectively. The charge in 2013 primarily relates to salary continuation expense of approximately $1.72 million related to non-agent severance, $1.41 million related to management’s decision to exit locations and eliminate unprofitable programs, and approximately $1.83 million ~~primarily related to the integration~~ of ~~LBM~~transactional expenses. The charge in 2012 primarily ~~relates~~related to salary continuation expense of approximately $1.35 million related to non-agent severance and $21.7 million related to management’s decision to exit locations and eliminate unprofitable programs~~, and approximately $2~~.~~6 million of expenses related to our going private transaction in April 2012.~~

Depreciation and amortization expense was $1617.40 million and $14.16 million for the three months ended ~~June~~September 30, 2013 and 2012, respectively. The increase in depreciation and amortization is primarily related to assets acquired from LBM during the first quarter of 2013.

Other Expenses, Net. Other expenses, net include interest expense and foreign currency gains and losses. Other expenses, net increased $01.26 million, or 118.76%, to $710.3 million for the three months ended ~~June~~September 30, 2013, compared to $78.17 million for the three months ended ~~June~~September 30, 2012.

26Interest expense was $8.8 million and $7.4 million for the three months ended September 30, 2013 and 2012, respectively. This increase is primarily due to borrowings to fund our acquisition of LBM.

Foreign currency loss (gain) consists of realized and unrealized gains and losses on forward currency contracts where we elect not to apply hedge accounting and the revaluation of certain assets and liabilities denominated in foreign currency. For the three months ended September 30, 2013, we recorded a foreign currency loss of $1.5 million versus $1.3 million for the comparable period in the prior year.

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~~Interest~~Provision for Income Taxes. Income taxes were a benefit of $2.5 million and an expense ~~was~~of $80.8 million for the three months ended September 30, 2013 and 2012, respectively. Foreign tax expense, where we generally have taxable income, was $71.3 million and $1.1 million for the three months ended ~~June~~September 30, 2013 and 2012, respectively. ~~This~~During ~~increase~~the isthree months ended September 30, 2013, we recorded a tax benefit of $3.8 million in the United States primarily due to ~~borrowings~~the torelease ~~fund~~of ~~our~~uncertain ~~acquisition~~tax positions resulting from the expiration of ~~LBM~~statutes of limitations. We operate in a number of countries outside the United States where we are generally taxed at lower statutory rates than the United States and also benefit from tax holidays in some foreign locations.

~~Foreign~~Nine currency loss (gain) consists of realized and unrealized gains and losses on forward currency contracts where we elect not to apply hedge accounting and the revaluation of certain assets and liabilities denominated in foreign currency. For the three months ended ~~June~~September 30, 2013, wecompared ~~recorded~~with anine ~~foreign~~months ~~currency~~ended ~~gain~~September 30, ~~of $1.6 million versus a loss of $0.1 million for the comparable period in the prior year.~~2012

~~Provision for Income Taxes~~Revenue. ~~Income~~Revenues ~~taxes~~increased ~~were~~ $1123.08 million, ~~and~~or 19.8%, to $1748.10 million for the ~~three~~nine months ended ~~June~~September 30, 2013 ~~and 2012~~, ~~respectively.~~compared ~~Foreign~~to ~~tax expense, where we generally have taxable income, was~~ $1624.02 million for ~~both~~ the ~~three~~nine months ended ~~June~~September 30, ~~2013 and~~ 2012. WeThe ~~operate~~increase inis aprimarily ~~number~~attributable ofto ~~countries outside~~ the ~~United~~acquisition ~~States~~of ~~where~~LBM ~~we are generally taxed at lower statutory rates than the United States~~ and ~~also~~increased ~~benefit~~volume ~~from~~with ~~tax~~existing ~~holidays in some foreign locations~~customers.

~~Six~~Revenues for services performed in our offshore service centers in the Philippines, India, El Salvador, the Dominican Republic, China, Nicaragua, Tunisia and Egypt increased $30.7 million, or 10.9%, for the nine months ended ~~June~~September 30, 2013, compared ~~with~~to ~~six~~the nine months ended ~~June~~September 30, 2012 due to higher client volumes. Revenues in our offshore service centers represented 41.8% of consolidated revenues for the nine months ended September 30, 2013, compared to 45.2% in the same period in 2012. Revenues for services performed in our United States and Canadian service centers increased $14.7 million, or 6.5%, for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012 due to higher client volumes. Revenues for services performed in European service centers increased $78.3 million, or 68.7%, for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012. This increase is primarily attributable to the acquisition of LBM and increased client volumes.

Direct Cost of Revenue. ~~Revenues~~Direct cost of revenue (exclusive of depreciation and amortization) increased $78.70 million, or 1921.04%, to $~~492~~442.08 million for the ~~six~~nine months ended ~~June~~September 30, 2013, compared to $~~413~~364.38 million for the ~~six~~nine months ended ~~June~~September 30, 2012. The increase is primarily attributable to the acquisition of LBM, increased client volumes and ~~increased~~higher ~~volume~~levels ~~with~~of ~~existing~~agent ~~customers~~training.

~~Revenues~~Gross ~~for~~Profit. ~~services~~Gross ~~performed~~profit ~~in our offshore service centers in the Philippines, India, El Salvador, the Dominican Republic, China, Nicaragua, Tunisia and Egypt~~ increased $2045.57 million, or 1117.06%, ~~for the six months ended June 30, 2013, compared~~ to ~~the six months ended June 30, 2012 due to higher client volumes~~$305.1 ~~Revenues~~million ~~in our offshore service centers represented 42.0% of consolidated revenues~~ for the ~~six~~nine months ended ~~June~~September 30, 2013, ~~compared~~from ~~to 45.1% in the same period in 2012. Revenues for services performed in our United States and Canadian service centers increased~~ $16259.24 million, ~~or 10.8%,~~ for the ~~six~~nine months ended ~~June~~September 30, ~~2013, compared to the six months ended June 30,~~ 2012 ~~due to higher client volumes~~. ~~Revenues~~Gross ~~for~~profit ~~services~~as ~~performed~~a inpercentage ~~European~~of ~~service~~revenue ~~centers~~was ~~increased $42~~40.08% ~~million,~~and ~~or 54~~41.56%, for the ~~six~~nine months ended ~~June~~September 30, 2013, ~~compared~~and ~~to the six months ended June 30~~2012, ~~2012~~respectively. ~~This increase is primarily attributable to the acquisition of LBM and increased client volumes.~~

~~Direct~~Operating ~~Cost~~Expenses. Operating expenses consists of ~~Revenue.~~selling, ~~Direct~~general ~~cost~~and ofadministrative ~~revenue~~expense, ~~(exclusive~~severance, ofrestructuring and other charges, net and depreciation and amortization) expense. Operating expenses increased $4931.45 million, or 2012.46%, to $~~292~~282.21 million for the ~~six~~nine months ended ~~June~~September 30, 2013, compared to $~~242~~250.86 million for the ~~six~~nine months ended ~~June~~September 30, 2012. ~~The~~Operating ~~increase~~expenses isas ~~primarily~~a ~~attributable~~percentage toof revenues was 37.7% for the ~~acquisition~~nine ofmonths ~~LBM~~ended ~~and~~September 30, ~~increased~~2013 ~~client~~compared ~~volume~~to 40.2% for the nine months ended September 30, 2012.

~~Gross~~Selling, ~~Profit.~~general ~~Gross~~and ~~profit~~administrative expense increased ~~$29~~14.~~3 million, or 17.2~~9%, tofrom $~~199~~194.85 million for the ~~six~~nine months ended ~~June~~September 30, ~~2013~~2012 ~~from~~to $~~170~~223.5 million for the ~~six~~nine months ended ~~June~~September 30, ~~2012~~2013. ~~Gross~~Selling, ~~profit~~general and administrative expense as a percentage of revenue was 4029.69% and 4131.32% for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively. The increase in selling, general and administrative expenses in 2013 compared to 2012 is primarily due to the addition of the LBM business, a larger investment in marketing and IT support personnel, and the opening of new service centers.

~~Operating~~Severance, ~~Expenses.~~restructuring ~~Operating~~and ~~expenses~~other ~~consists~~charges ofwere ~~selling,~~$10.3 ~~general~~million and ~~administrative~~$12.9 ~~expense,~~million ~~severance,~~for ~~restructuring~~the ~~and~~nine ~~other~~months ~~charges~~ended September 30, ~~net~~2013 and ~~depreciation~~2012, ~~and~~respectively. ~~amortization~~The ~~expense.~~charge ~~Operating~~in ~~expenses~~2013 ~~increased~~primarily relates to salary continuation expense of approximately $183.16 million, orrelated ~~10.7%,~~ to non-agent severance, $~~187~~2.16 million ~~for~~related ~~the~~to ~~six~~management’s ~~months~~decision ~~ended~~to ~~June 30,~~exit ~~2013~~locations and eliminate unprofitable programs, ~~compared~~and toapproximately $~~169~~4.01 million ~~for~~of ~~the~~transactional ~~six~~expenses. The ~~months~~charge ~~ended~~in ~~June 30,~~ 2012. ~~Operating~~primarily ~~expenses~~related asto asalary ~~percentage~~continuation expense of ~~revenues~~approximately ~~was 38~~$5.0%3 ~~for~~million ~~the~~related ~~six~~to ~~months~~non-agent ~~ended~~severance ~~June 30,~~and ~~2013~~$4.7 ~~compared~~million related to 40management’s decision to exit locations and eliminate unprofitable programs, and approximately $2.9% ~~for~~million ~~the~~of ~~six~~expenses ~~months~~related ~~ended~~to ~~June 30,~~our going private transaction in April 2012.

~~Selling,~~Depreciation ~~general~~ and ~~administrative~~amortization expense ~~increased~~was ~~13.9%, from~~ $~~130~~48.94 million ~~for~~and ~~the six months ended June 30, 2012 to~~ $~~149~~43.02 million for the ~~six~~nine months ended ~~June~~September 30, 2013. ~~Selling, general~~ and ~~administrative expense as a percentage of revenue was 30.3% and 31.7% for the six months ended June 30, 2013 and~~ 2012, respectively. The increase in ~~selling,~~depreciation ~~general~~ and ~~administrative~~amortization ~~expenses in 2013 compared to 2012~~ is primarily ~~due~~related to ~~the~~assets ~~addition~~acquired offrom ~~the~~ LBM ~~business,~~during athe ~~larger~~nine ~~number~~months ofended ~~operations support personnel~~September 30, ~~and the opening of new service centers~~2013.

~~Severance~~Other Expenses, ~~restructuring~~Net. ~~and~~Other ~~other~~expenses, ~~charges~~net ~~were~~include ~~$6.6~~interest ~~million~~expense and ~~$9.5~~foreign ~~million~~currency ~~for~~gains ~~the six months ended June 30, 2013~~ and ~~2012, respectively~~losses. ~~The~~Other ~~charge~~expenses, innet ~~2013~~increased ~~primarily relates to salary continuation expense of approximately~~ $23.47 million, ~~related~~or ~~to non-agent severance~~15.8%, ~~$1.5 million related~~ to ~~management’s decision to exit locations and eliminate unprofitable programs, and approximately~~ $226.8 million ~~primarily~~for ~~related to~~ the ~~acquisition~~nine ~~and~~months ~~integration~~ended ofSeptember 30, ~~LBM.~~2013, ~~The~~compared ~~charge in 2012 primarily relates~~ to ~~salary continuation expense of approximately~~ $323.~~8 million related to non-agent severance and $3.~~1 million ~~related~~for tothe ~~management’s~~nine ~~decision~~months toended ~~exit locations and eliminate unprofitable programs~~September 30, ~~and approximately $2.6 million of expenses related to our going private transaction in April~~ 2012.

~~Depreciation~~Interest ~~and amortization~~ expense was $3125.57 million and $2822.71 million for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively. The increase ~~in depreciation and amortization~~ is primarily ~~related~~due to ~~assets~~borrowings ~~acquired~~to ~~from~~fund ~~LBM~~our ~~during~~acquisition ~~the~~of ~~six months ended June 30, 2013~~LBM.

27Foreign currency loss (gain) consists of realized and unrealized gains and losses on forward currency contracts where we elect not to apply hedge accounting and the revaluation of certain assets and liabilities denominated in foreign currency. We recorded a foreign currency loss of $1.1 million for both the nine months ended September 30, 2013 and 2012.

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~~Other~~Provision ~~Expenses,~~for ~~Net~~Income Taxes. ~~Other~~Income ~~expenses,~~taxes ~~net~~were ~~include~~a ~~interest~~benefit ~~expense~~of ~~and~~$0.1 ~~foreign~~million ~~currency~~and ~~gains~~an ~~and~~expense ~~losses~~of $3.0 ~~Other~~million ~~expenses~~for the nine months ended September 30, ~~net~~2013 ~~increased~~and $22012, respectively.0 ~~million~~Foreign tax expense, orwhere ~~14.2%~~we generally have taxable income, towas $163.5 million and $2.6 million for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, ~~compared~~respectively. toFor the nine months ended September 30, 2013, we recorded a tax benefit of $143.56 million in the United States primarily due to the release of uncertain tax positions resulting from the expiration of statutes of limitations. We operate in a number of countries outside the United States where we are generally taxed at lower statutory rates than the United States and also benefit from tax holidays in some foreign locations. The Italy Revenue Agency Enactment No. 140973 provides for a refund claim in the ~~six~~event of non-deduction of employee and quasi-employee costs. This refund claim applied to tax years 2007 through 2011. We recorded a benefit of $1.0 million related to this refund in the nine months ended ~~June~~September 30, ~~2012~~2013.

Interest expense was $17.0 million and $14.7 million for the six months ended June 30, 2013 and 2012, respectively. The increase is primarily due to borrowings to fund our acquisition of LBM.

Foreign currency loss (gain) consists of realized and unrealized gains and losses on forward currency contracts where we elect not to apply hedge accounting and the revaluation of certain assets and liabilities denominated in foreign currency. For the six months ended June 30, 2013, we recorded a foreign currency gain of $0.5 million versus $0.2 million for the comparable period in the prior year.

Provision for Income Taxes. Income taxes were $2.4 million and $2.2 million for the six months ended June 30, 2013 and 2012, respectively. Foreign tax expense, where we generally have taxable income, was $2.0 million for both the six months ended June 30, 2013 and 2012. In the United States, we recorded a tax expense of $0.4 million and $0.3 million primarily due to tax on other comprehensive loss and state non-income based tax for the six months ended June 30, 2013 and 2012, respectively. We operate in a number of countries outside the United States where we are generally taxed at lower statutory rates than the United States and also benefit from tax holidays in some foreign locations. The Italy Revenue Agency Enactment No. 140973 provides a refund claim in the event of non-deduction of employee and quasi-employee costs. This refund claim applied to tax years 2007 through 2011. We recorded a benefit of $1.0 million related to this refund in the six months ended June 30, 2013.

Liquidity and Capital Resources

Our primary liquidity needs are for financing working capital associated with the expenses we incur in performing services under our client contracts and capital expenditures for the opening of new service centers, including the purchase of computers and related equipment. We have in place a credit facility that consists of a revolving line of credit that allows us to manage our cash flows. Our ability to make payments on the credit facility, to replace our indebtedness if desired, and to fund working capital and planned capital expenditures will depend on our ability to generate cash in the future. We have secured our credit facility primarily through our accounts receivable and therefore, our ability to continue servicing debt is dependent upon the timely collection of those receivables.

We made capital expenditures (including amounts financed under capital leases) of $2238.05 million in the ~~six~~nine months ended ~~June~~September 30, 2013 as compared to $1841.1 million for the ~~six~~nine months ended ~~June~~September 30, 2012. We expect to continue to make capital expenditures to build new service centers, upgrade existing service centers, meet new contract requirements and maintain and upgrade our infrastructure.

We have outstanding $230 million aggregate principal amount of 11.25% Senior Secured Notes due 2014 (the “Notes”), which mature on October 1, 2014. The Notes were issued pursuant to an Indenture among us, certain of our subsidiaries (the “Note Guarantors”), and Wells Fargo Bank, N.A., as trustee (the “Indenture”). We issued $200 million aggregate principal amount of the Notes on October 1, 2009 and an additional $30 million aggregate principal amount of the Notes on March 8, 2013. The Indenture contains restrictions on our ability to incur additional secured indebtedness under certain circumstances. Interest on the Notes is computed on the basis of a 360-day year composed of twelve 30-day months and is payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2010.

The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Note Guarantors and will be so guaranteed by any future domestic subsidiaries of ours, subject to certain exceptions.

The Notes and the Note Guarantors’ guarantees of the Notes are secured by senior liens on our and the Note Guarantors’ Primary Notes Collateral and by junior liens on our and the Note Guarantors’ Primary ABL Collateral (each as defined in the Indenture).

In October 2009, Stream, Stream Holdings Corporation, Stream International, Inc., Stream New York, Inc., Stream Global Services-US, Inc., Stream Global Services-AZ, Inc. and Stream International Europe B.V. (collectively, the “U.S. Borrowers”), and SGS Netherland Investment Corporation B.V. and Stream International Canada Inc., (collectively, the “Foreign Borrowers” and together with the U.S. Borrowers, the “Borrowers”), entered into a Credit Agreement, as amended by the First Amendment to Credit Agreement dated June 3, 2011, the Second Amendment to Credit Agreement dated November 1, 2011 and the Third Amendment to Credit Agreement dated December 27, 2012, with Wells Fargo Capital Finance, LLC, as agent and co-arranger, Goldman Sachs Lending Partners LLC, as co-arranger, and each of the lenders party thereto, as lenders (the “Credit Agreement”), providing for the revolving credit financing (the “ABL Facility”) of up to $125.0 million, including a $20.0 million sub-limit for letters of credit, in each case, with certain further sub-limits for certain Foreign Borrowers. The ABL Facility has a term of five years effective from the date of the Third Amendment to Credit Agreement or 120 days prior to the maturity of our Notes (including any refinancing or extension of the Notes), whichever is less, at an interest rate of Wells Fargo’s base rate plus 150 basis points or LIBOR plus 250 basis points at our discretion. The ABL Facility has a fixed charge coverage ratio financial covenant that is operative when our availability under the facility is less than $25.0 million. At September 30, 2013, we had $87.2 million available under the ABL Facility, which includes increases in availability resulting from the Third Amendment to Credit Agreement. We were in compliance with the financial covenant as of September 30, 2013.

28Letters of Credit. We had certain standby letters of credit for the benefit of landlords of certain sites in the United States and Canada. As of September 30, 2013, we had no letters of credit in place under our ABL Facility.

Unrestricted cash and cash equivalents totaled $15.4 million for the nine months ended September 30, 2013 which is a $3.5 million increase compared to $11.9 million for the nine months ended September 30, 2012. The amount of cash and cash equivalents on hand at any given time is primarily affected by timing differences between the collection of our accounts receivables and payment of our expenses. The timing of collections are a function of contractually agreed payment terms with our clients while certain routine

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adisbursements ~~term~~(e.g. ofpayrolls) ~~five~~are ~~years~~based ~~effective~~on ~~from~~prevailing ~~the~~convention ~~date of the Third Amendment to Credit Agreement~~ or ~~120~~statutory ~~days~~requirements ~~prior~~in toeach ~~the~~jurisdiction ~~maturity~~where ofwe ~~our~~do ~~Notes~~business. ~~(including~~Our ~~any~~ABL ~~refinancing~~Facility ~~or extension of the Notes), whichever~~ is ~~less,~~utilized atto anprovide ~~interest~~a ~~rate~~bridge ofbetween ~~Wells~~these ~~Fargo’s~~timing ~~base~~differences ~~rate~~allowing ~~plus~~us ~~150~~to ~~basis~~more ~~points~~effectively orutilize ~~LIBOR~~our ~~plus~~cash ~~250~~and ~~basis~~cash ~~points~~equivalents aton ~~our discretion~~hand. ~~The~~A ~~ABL~~substantial ~~Facility~~portion ~~has~~of ~~a fixed charge coverage ratio financial covenant that is operative when~~ our ~~availability~~cash ~~under~~and ~~the~~cash ~~facility~~equivalents is ~~less~~located ~~than $25.0 million. At June 30, 2013, we had $80.4 million available under the ABL Facility, which includes increases~~ in ~~availability~~foreign ~~resulting~~countries ~~from~~and ~~the~~may ~~Third~~be ~~Amendment~~subject to ~~Credit~~foreign ~~Agreement.~~withholding Wetaxes ~~were~~if inrepatriated ~~compliance~~to ~~with~~ the ~~financial~~United ~~covenant as of June 30, 2013~~States.

~~Letters~~Working ofcapital ~~Credit~~decreased $44.7 Wemillion ~~had~~to ~~certain~~$40.9 ~~standby~~million ~~letters~~for ofthe ~~credit~~nine months ended September 30, 2013, compared to $85.6 million for the ~~benefit~~nine ofmonths ~~landlords~~ended ofSeptember 30, ~~certain~~2012. ~~sites~~The decrease in working capital is primarily due to the ~~United~~classification ~~States~~of ~~and~~the ~~Canada.~~revolving Asline of ~~June 30,~~credit ~~2013,~~from welong ~~had~~term noliabilities ~~letters~~to ofshort ~~credit~~term inliabilities ~~place~~partially ~~under~~offset ~~our~~by ~~ABL~~an ~~Facility~~increase in accounts receivable and cash.

~~Unrestricted~~Net cash ~~and~~provided ~~cash~~by ~~equivalents~~operating activities totaled $1349.89 million for the ~~six~~nine months ended ~~June~~September 30, 2013, ~~which is~~ a $216.95 million increase ~~compared~~from tothe $1033.94 million provided by operations for the ~~six~~nine months ended ~~June~~September 30, 2012. ~~The~~due ~~amount~~to ofchanges ~~cash~~in ~~and~~working ~~cash~~capital ~~equivalents~~partially onoffset ~~hand at any given time is primarily affected~~ by ~~timing~~improvement differences between the collection of our accounts receivables and payment of our expenses. The timing of collections are a function of contractually agreed payment terms with our clients while certain routine disbursements (e.g. payrolls) are based on prevailing convention or statutory requirements in ~~each~~net ~~jurisdiction where we do business~~income. Our ABL Facility is utilized to provide a bridge between these timing differences allowing us to more effectively utilize our cash and cash equivalents on hand. A substantial portion of our cash and cash equivalents is located in foreign countries and may be subject to foreign withholding taxes if repatriated to the United States.

~~Working~~Net ~~capital~~cash ~~decreased~~used ~~$26.4~~in ~~million~~investing toactivities totaled $4370.30 million for the ~~six~~nine months ended ~~June~~September 30, 2013, ~~compared~~which tois a $6933.74 million ~~for~~increase from the ~~six~~$36.6 ~~months~~million used in the period ended ~~June~~September 30, 2012. The ~~decrease~~increase ~~in working capital~~ is primarily due to the ~~classification of the revolving line of credit from long term liabilities to short term liabilities partially offset by an increase in accounts receivable~~acquisitions.

Net cash provided by ~~operating~~financing activities totaled $2218.58 million for the ~~six~~nine months ended ~~June~~September 30, 2013, a $1426.0 9 million ~~decrease~~increase from the $368.51 million ~~provided~~used byin ~~operations~~financing activities for the ~~six~~period ~~months~~ ended ~~June~~September 30, 2012. The ~~due~~increase toin ~~changes~~cash inprovided ~~working~~by ~~capital~~financing ~~partially~~activities ~~offset~~reflects bythe ~~improvement~~$26.4 million proceeds from issuance of debt in ~~net~~2013 ~~income~~to finance the acquisition of LBM.

~~Net~~Our ~~cash~~foreign ~~used~~exchange inforward ~~investing~~contracts ~~activities~~require ~~totaled~~the ~~$54.6~~exchange ~~million~~of foreign currencies for ~~the~~U.S. ~~six~~Dollars ~~months~~or ~~ended~~vice ~~June 30~~versa, ~~2013~~and ~~which~~generally ismature ain ~~$38~~one to 24 months.8 ~~million~~We ~~increase~~had ~~from~~outstanding ~~the~~foreign ~~$15.8~~exchange ~~million~~forward ~~used~~contracts inwith ~~the~~aggregate ~~period~~notional ~~ended~~amounts ~~June 30,~~of ~~2012~~$321.5 ~~The~~million ~~increase~~as isof ~~primarily~~September 30, ~~due~~2013 toand ~~the~~$205.6 ~~acquisition~~million as of ~~LBM~~September 30, 2012.

~~Net~~We ~~cash~~currently ~~provided~~intend byto ~~financing~~replace, ~~activities~~refinance ~~totaled~~or ~~$29.3~~extend ~~million~~our ~~for~~ABL ~~the~~Credit ~~six~~Agreement ~~months~~at ~~ended~~or prior to its maturity in June ~~30,~~2014 ~~2013,~~and ato ~~$60.9 million~~replace, ~~increase~~refinance ~~from~~or extend the ~~$31.6~~Notes ~~million~~at ~~used~~or prior to their maturity in ~~financing~~October 2014. However, ~~activities~~there ~~for~~can ~~the~~be ~~period~~no ~~ended~~assurance ~~June 30~~that we will be able to do so on terms favorable to us, ~~2012~~or at all. ~~The~~We ~~increase~~believe inthat ~~cash~~the ~~provided~~renegotiated by financing, ~~activities~~combined ~~reflects~~with ~~the~~our ~~$33.7~~cash ~~million~~generated ~~proceeds~~ from ~~issuance~~operations ofand ~~debt~~existing cash and ~~$29.6~~cash ~~million~~equivalents, ~~net~~should ~~borrowings~~be insufficient ~~2013~~to meet expected liquidity needs for the next 12 months.

Our foreign exchange forward contracts require the exchange of foreign currencies for U.S. Dollars or vice versa, and generally mature in one to eighteen months. We had outstanding foreign exchange forward contracts with aggregate notional amounts of $263.2 million as of June 30, 2013 and $203.1 million as of June 30, 2012.

We expect to replace, refinance or extend our ABL Credit Agreement prior to its maturity in June 2014. We also expect to refinance the Notes prior to their maturity in October 2014. However, there can be no assurance that we will be able to obtain such financing arrangements on terms favorable to us, or at all. We believe that the renegotiated financing combined with our cash generated from operations, and existing cash and cash equivalents, will be sufficient to meet expected liquidity needs for the next 12 months.

Off-Balance Sheet Arrangements

With the exception of operating leases, we do not have any off-balance sheet arrangements.

Seasonality

We are exposed to seasonality in our revenues because of the nature of certain consumer-based clients. We may experience increased volume associated with the peak processing needs in the fourth quarter coinciding with the holiday period and a somewhat seasonal overflow into the first quarter of the following calendar year.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices. Our risk management strategy includes the use of derivative instruments to reduce the effects on our operating results and cash flows from fluctuations caused by volatility in currency exchange and interest rates. By using derivative financial instruments to hedge exposures to changes in exchange rates, we expose ourselves to counterparty credit risk.

Interest Rate Risk

We are exposed to interest rate risk primarily through our debt facilities since some of those instruments bear interest at variable rates. At ~~June~~September 30, 2013, we had outstanding borrowings under variable rate debt agreements that totaled approximately $3829.09 million. A hypothetical 1% increase in the interest rate would have increased interest expense by approximately $0.43 million and would have decreased annual cash flow by a comparable amount. The carrying amount of our variable rate borrowings reflects fair value due to their short-term and variable interest rate features.

We had no outstanding interest rate derivatives covering interest rate exposure at ~~June~~September 30, 2013.

Foreign Currency Exchange Rate Risk

We serve many of our U.S.-based clients using our service centers in several non-U.S. locations. Although the contracts with these clients are typically priced in U.S. Dollars, a substantial portion of the costs incurred to render services under these contracts are denominated in the local currency of the country in which the contracts are serviced which creates foreign exchange exposure. The exposure is in Canada, India, the Dominican Republic, Honduras, Egypt, Germany, Spain, Italy, Netherlands, the Philippines and Nicaragua. We serve most of our EMEA-based clients using our service centers in the Netherlands, the United Kingdom, Italy, Ireland, Spain, Sweden, France, Germany, Poland, Denmark, Bulgaria, Egypt, and Tunisia. We typically bill our EMEA-based clients in Euros. While a substantial portion of the costs incurred to render services under these contracts are denominated in Euros, we also incur costs in non-Euro currencies of the local countries in which the contracts are serviced which creates foreign exchange exposure.

The expenses from these foreign operations create exposure to changes in exchange rates between the local currencies and the contractual currencies—primarily the U.S. Dollar and the Euro. As a result, we may experience foreign currency gains and losses, which may positively or negatively affect our results of operations attributed to these subsidiaries. The majority of this exposure is related to work performed from call centers in Canada, India and the Philippines.

In order to manage the risk of these foreign currencies from strengthening against the currency used for billing, which thereby decreases the economic benefit of performing work in these countries, we may hedge a portion, although not 100%, of these foreign currency exposures. While our hedging strategy may protect us from adverse changes in foreign currency rates in the short term, an overall strengthening of the foreign currencies would adversely impact margins over the long term.

The following summarizes the relative (weakening)/strengthening of the U.S. Dollar against the local currency during the years presented:

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2013		2012
U.S. Dollar vs. Canadian Dollar	63.08	%	0(3.56	)%
U.S. Dollar vs. Euro	0(2.63	)%	20.97	%
U.S. Dollar vs. Indian Rupee	713.86	%	(3.3	)%
U.S. Dollar vs. Philippine Peso	65.73	%	(3.4.9	)%
U.S. Dollar vs. British Pound	40.87	%	(3.58	)%

Cash Flow Hedging Program

Substantially all of our subsidiaries use the respective local currency as their functional currency because they pay labor and operating costs in those local currencies. Certain of our subsidiaries in the Philippines use the U.S. Dollar as their functional currency while paying their labor and operating cost in local currency. Conversely, revenue for most of our foreign subsidiaries is derived principally from client contracts that are invoiced and collected in U.S. Dollars, Euros, British Pounds and other non-local currencies. Where appropriate, to mitigate the risk of principally a weaker U.S. Dollar, we purchase forward contracts to acquire the local currency of certain of the foreign subsidiaries at a fixed exchange rate at specific dates in the future. We have designated and account for certain of these derivative instruments as cash flow hedges where applicable, as defined by the authoritative guidance.

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Given the significance of our foreign operations and the potential volatility of certain of these currencies versus the U.S. Dollar, we use forward purchases of Philippine Pesos, Canadian Dollars, ~~Euros~~British Pounds and Indian Rupees to minimize the impact of currency fluctuations. As of ~~June~~September 30, 2013, we had entered into forward contracts with financial institutions to acquire or sell the following currencies:

Currency	Notional Value (in thousands)	USD Equivalent (in thousands)	Highest Rate	Lowest Rate
Philippine Peso	710,~~722~~275,500	~~183~~237,~~212~~128	4344.4560	40.80
Canadian Dollar	5046,~~525~~700	4945,~~568~~631	1.06	0.99
Indian Rupee	~~745~~1,~~500~~146,000	1218,~~643~~222	6468.4729	5455.4780
Euro	31,~~000~~690	32,~~934~~261	1.3135	1.3133
British Pound	913,~~113~~626	1322,~~860~~421	1.5560	1.5255

While we have implemented certain strategies to mitigate risks related to the impact of fluctuations in currency exchange rates, we cannot ensure that we will not recognize gains or losses from international transactions, as this risk is part of transacting business in an international environment. Not every exposure is or can be hedged and, where hedges are put in place based on expected foreign exchange exposure, they are based on forecasts for which actual results may differ from the original estimate. Failure to successfully hedge or anticipate currency risks properly could affect our consolidated operating results.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Our Chief Executive Officer, Kathryn V. Marinello, and our Chief Financial Officer, Michael Henricks (our principal executive officer and principal financial officer, respectively), have concluded that our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) were effective as of ~~June~~September 30, 2013 to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by Stream in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply its judgment in designing and evaluating the controls and procedures. On an on-going basis, we review and document our disclosure controls and procedures and our internal control over financial reporting and we may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

(b) Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and Rule 15d-15(f) of the Exchange Act) occurred during the fiscal quarter ended ~~June~~September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 26, 2013, which could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause operating results to vary significantly from period to period. As of ~~June~~September 30, 2013, there have been no material changes to the risk factors disclosed in our most recent Annual Report on Form 10-K for the year ended December 31, 2012, although we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

We are filing as part of this Report the Exhibits listed in the Exhibit Index following the signature page to this Report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	STREAM GLOBAL SERVICES, INC.
August 5, 2013	By:	/s/ Kathryn V. Marinello
November 6, 2013	By:	/s/ Kathryn V. Marinello
		Kathryn V. Marinello
		Chairman, Chief Executive Officer and President
		(Principal Executive Officer)
August 5, 2013	By:	/s/ Michael Henricks
November 6, 2013	By:	/s/ Michael Henricks
		Michael Henricks
		Chief Financial Officer
		(Principal Financial Officer)

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Exhibit Index

Exhibit No.		Description

31.1*		Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Principal Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Principal Financial and Accounting Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS***		XBRL Instance Document

101.SCH***		XBRL Taxonomy Extension Schema Document

101.CAL***		XBRL Calculation Linkbase Document

101.DEF***		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***		XBRL Label Linkbase Document

101.PRE***		XBRL Taxonomy Presentation Linkbase Document

*		Filed herewith.
**		Furnished herewith.
***		XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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