10-Q

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 30, 2012

OR

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

For the transition period from              to             

Commission file number 0-27512

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	47-0783182
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9555 Maroon Circle

Englewood, Colorado 80112

(Address of principal executive offices, including zip code)

(303) 200-2000

(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  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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  ¨

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

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

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

Shares of common stock outstanding at August 3, 2012: 33,685,903

CSG SYSTEMS INTERNATIONAL, INC.

FORM 10-Q for the Quarter Ended June 30, 2012

INDEX

		Page No.
Part I -	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011 (Unaudited)		3
	Condensed Consolidated Statements of Income for the Quarters and Six Months Ended June 30, 2012 and 2011 (Unaudited)		4
	Condensed Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended June 30, 2012 and 2011 (Unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (Unaudited)		6
	Notes to Condensed Consolidated Financial Statements (Unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24
Item 4.	Controls and Procedures		26
Part II -	OTHER INFORMATION		27
Item 1.	Legal Proceedings		27
Item1A.	Risk Factors		27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		35
Item 6.	Exhibits		35
	Signatures		36
	Index to Exhibits		37

2

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in thousands, except per share amounts)

	June 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	175,963		$	146,733
Short-term investments		20,099			12,097
Total cash, cash equivalents and short-term investments		196,062			158,830
Trade accounts receivable:
Billed, net of allowance of $2,802 and $2,421		163,392			179,804
Unbilled and other		28,683			30,981
Deferred income taxes		19,675			19,982
Income taxes receivable		4,800			4,139
Other current assets		20,139			16,224
Total current assets		432,751			409,960
Property and equipment, net of depreciation of $125,029 and $116,125		37,741			41,154
Software, net of amortization of $62,602 and $56,521		28,638			29,966
Goodwill		219,933			220,013
Client contracts, net of amortization of $172,700 and $159,225		88,100			98,403
Deferred income taxes		2,320			1,008
Other assets		13,345			14,393
Total assets	$	822,828		$	814,897
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	18,000		$	27,000
Client deposits		30,818			30,523
Trade accounts payable		30,450			27,198
Accrued employee compensation		39,881			42,005
Income taxes payable		4,777			2,334
Deferred revenue		57,958			44,824
Other current liabilities		19,915			23,501
Total current liabilities		201,799			197,385
Non-current liabilities:
Long-term debt, net of unamortized original issue discount of $27,827 and $30,256		277,173			282,744
Deferred revenue		8,012			8,631
Income taxes payable		4,278			4,114
Deferred income taxes		23,194			28,188
Other non-current liabilities		17,689			19,121
Total non-current liabilities		330,346			342,798
Total liabilities		532,145			540,183
Stockholders’ equity:
Preferred stock, par value $.01 per share; 10,000 shares authorized; zero shares issued and outstanding		—			—
Common stock, par value $.01 per share; 100,000 shares authorized; 33,790 and 33,822 shares outstanding		652			645
Additional paid-in capital		453,879			449,376
Treasury stock, at cost, 31,380 and 30,707 shares		(725,521	)		(714,893	)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax		1			1
Unrecognized pension plan losses and prior service costs, net of tax		(1,803	)		(1,794	)
Unrecognized loss on change in fair value of interest rate swaps, net of tax		(716	)		(618	)
Cumulative foreign currency translation adjustments		(3,480	)		(1,998	)
Accumulated earnings		567,671			543,995
Total stockholders’ equity		290,683			274,714
Total liabilities and stockholders’ equity	$	822,828		$	814,897

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

3

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(in thousands, except per share amounts)

	Quarter Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2012			2011			2012			2011
Revenues:
Processing and related services	$	133,362		$	129,113		$	269,676		$	260,491
Software, maintenance and services		50,489			52,199			99,182			103,913
Total revenues		183,851			181,312			368,858			364,404
Cost of revenues (exclusive of depreciation, shown separately below):
Processing and related services		62,334			60,802			124,294			122,061
Software, maintenance and services		30,186			30,074			58,195			59,579
Total cost of revenues		92,520			90,876			182,489			181,640
Other operating expenses:
Research and development		27,794			27,920			55,716			56,558
Selling, general and administrative		33,799			32,526			65,424			65,865
Depreciation		5,874			6,273			11,711			12,520
Restructuring charges		119			1,346			821			1,346
Total operating expenses		160,106			158,941			316,161			317,929
Operating income		23,745			22,371			52,697			46,475
Other income (expense):
Interest expense		(4,106	)		(4,325	)		(8,258	)		(8,666	)
Amortization of original issue discount		(1,226	)		(1,420	)		(2,429	)		(2,869	)
Interest and investment income, net		152			175			372			409
Other, net		277			(985	)		72			(1,288	)
Total other		(4,903	)		(6,555	)		(10,243	)		(12,414	)
Income before income taxes		18,842			15,816			42,454			34,061
Income tax provision		(6,972	)		(6,801	)		(18,778	)		(13,552	)
Net income	$	11,870		$	9,015		$	23,676		$	20,509
Weighted-average shares outstanding - Basic:
Common stock		32,194			32,866			32,293			32,738
Participating restricted stock		1			161			34			244
Total		32,195			33,027			32,327			32,982
Weighted-average shares outstanding - Diluted:
Common stock		32,309			33,072			32,435			32,962
Participating restricted stock		1			161			34			244
Total		32,310			33,233			32,469			33,206
Earnings per common share:
Basic	$	0.37		$	0.27		$	0.73		$	0.62
Diluted	$	0.37		$	0.27		$	0.73		$	0.62

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

4

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

(in thousands)

	Quarter Ended						Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Net income	$	11,870		$	9,015		$	23,676		$	20,509
Other comprehensive income, net of tax:
Foreign currency translation adjustments		(4,773	)		410			(1,482	)		6,318
Unrealized holding losses on short-term investments arising during period		—			1			—			1
Unrealized pension plan losses and prior service costs		—			—			(9	)		4
Cash flow hedges:
Unrealized gains (losses) on change in fair value of interest rate swap contracts (net of tax effect of $(33), $263, $61, and $263)		53			(420	)		(98	)		(420	)
Reclassification adjustment for losses included in net income (net of tax effect of $49, $11, $51, and $11)		80			18			82			18
Net change in cash flow hedges		133			(402	)		(16	)		(402	)
Other comprehensive income, net of tax		(4,640	)		9			(1,507	)		5,921
Total comprehensive income	$	7,230		$	9,024		$	22,169		$	26,430

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

5

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(in thousands)

	Six Months Ended
	June 30,			June 30,
	2012			2011
Cash flows from operating activities:
Net income	$	23,676		$	20,509
Adjustments to reconcile net income to net cash provided by (used in) operating activities-
Depreciation		11,711			12,520
Amortization		21,096			21,215
Amortization of original issue discount		2,429			2,869
Gain on short-term investments and other		(23	)		(34	)
Deferred income taxes		(6,342	)		(1,344	)
Excess tax benefit of stock-based compensation awards		(288	)		(824	)
Stock-based employee compensation		6,529			6,529
Changes in operating assets and liabilities:
Trade accounts and other receivables, net		18,117			(17,769	)
Other current and non-current assets		(3,951	)		(2,175	)
Income taxes payable/receivable		1,842			8,398
Trade accounts payable and accrued liabilities		(3,196	)		(28,987	)
Deferred revenue		13,168			(22,083	)
Net cash provided by (used in) operating activities		84,768			(1,176	)
Cash flows from investing activities:
Purchases of property and equipment		(13,550	)		(11,061	)
Purchases of short-term investments		(24,779	)		(19,968	)
Proceeds from sale/maturity of short-term investments		16,800			17,700
Acquisition of and investments in client contracts		(2,948	)		(4,479	)
Net cash used in investing activities		(24,477	)		(17,808	)
Cash flows from financing activities:
Proceeds from issuance of common stock		1,007			753
Repurchase of common stock		(13,541	)		(4,049	)
Payments on acquired equipment financing		(663	)		(834	)
Payments on long-term debt		(17,000	)		(64,149	)
Payments of deferred financing costs		—			(205	)
Excess tax benefit of stock-based compensation awards		288			824
Net cash used in financing activities		(29,909	)		(67,660	)
Effect of exchange rate fluctuations on cash		(1,152	)		3,141
Net increase (decrease) in cash and cash equivalents		29,230			(83,503	)
Cash and cash equivalents, beginning of period		146,733			197,858
Cash and cash equivalents, end of period	$	175,963		$	114,355
Supplemental disclosures of cash flow information:
Net cash paid during the period for-
Interest	$	6,738		$	7,233
Income taxes		23,115			6,213

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

6

CSG SYSTEMS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. GENERAL

We have prepared the accompanying unaudited condensed consolidated financial statements as of June 30, 2012 and December 31, 2011, and for the second quarters and six months ended June 30, 2012 and 2011, in accordance with accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited Condensed Consolidated Financial Statements (the “Financial Statements”) should be read in conjunction with the Consolidated Financial Statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC. The results of operations for the second quarter and six months ended June 30, 2012 are not necessarily indicative of the expected results for the entire year ending December 31, 2012.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in Preparation of Financial Statements. The preparation of the accompanying Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Postage. We pass through to our clients the cost of postage that is incurred on behalf of those clients, and typically require an advance payment on expected postage costs. These advance payments are included in “Client deposits” in the accompanying Condensed Consolidated Balance Sheets (the “Balance Sheet” or “Balance Sheets”) and are classified as current liabilities regardless of the contract period. We net the cost of postage against the postage reimbursements for those clients where we require advance deposits, and include the net amount in processing and related services revenues. The cost of postage that has been shown net of the postage reimbursements from our clients for the second quarters of 2012 and 2011 were $65.1 million and $65.3 million, respectively, and for the six months ended June 30, 2012 and 2011 were $132.5 million and $133.1 million, respectively.

Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of June 30, 2012, our cash equivalents consist primarily of institutional money market funds, commercial paper and time deposits held at major banks.

As of June 30, 2012, we had $2.9 million of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in “Cash and cash equivalents” in our Balance Sheet.

Short-term Investments and Other Financial Instruments. Our financial instruments as of June 30, 2012 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, interest rate swap contracts, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value.

Certain of our short-term investments and cash equivalents are considered “available-for-sale” and are reported at fair value in our Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented.

All short-term investments held by us as of June 30, 2012 and December 31, 2011 have contractual maturities of less than one year from the time of acquisition and consisted entirely of commercial paper. Proceeds from the sale/maturity of short-term investments for the six months ended June 30, 2012 and 2011 were $16.8 million and $17.7 million, respectively.

7

The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for financial assets and liabilities measured at fair value on a recurring basis (in thousands):

	June 30, 2012						December 31, 2011
	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Cash and cash equivalents:
Money market funds	$	80,781	$	—	$	80,781	$	77,174	$	—	$	77,174
Commercial paper		—		7,999		7,999		—		4,798		4,798
Short-term investments:
Commercial paper		—		15,744		15,744		—		12,097		12,097
U.S. government agency bonds		—		4,355		4,355		—		—		—
Total	$	80,781	$	28,098	$	108,879	$	77,174	$	16,895	$	94,069
Liabilities:
Interest rate swap contracts (1)	$	—	$	1,164	$	1,164	$	—	$	1,005	$	1,005
Total	$	—	$	1,164	$	1,164	$	—	$	1,005	$	1,005

(1) As of June 30, 2012 and December 31, 2011, the fair value of the interest rate swap contracts were classified on our Balance Sheet in “Other non-current liabilities”.

Valuation inputs used to measure the fair values of our money market funds were derived from quoted market prices. The fair values of all other financial instruments are based upon pricing provided by third-party pricing services. These prices were derived from observable market inputs.

We have chosen not to measure our debt at fair value, with changes recognized in earnings each reporting period. As of June 30, 2012, the estimated fair value of our Credit Agreement debt of $173 million (carrying value including current maturities) was approximately $184 million, and was estimated using a discounted cash flow methodology. As of June 30, 2012, the estimated fair value of our $150 million (par value) convertible debt, based upon quoted market prices or recent sales activity, was approximately $152 million.

3. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board of Directors, authorizing us to repurchase our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). During the six months ended June 30, 2012, we repurchased 0.7 million shares of our common stock under the Stock Repurchase Program for $10.6 million (weighted-average price of $15.80 per share). We did not repurchase any shares under our Stock Repurchase Program during the six months ended June 30, 2011. As of June 30, 2012, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 2.8 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, during the six months ended June 30, 2012 and 2011, we repurchased from our employees and then cancelled 0.2 million shares of common stock for $2.9 million and 0.2 million shares of common stock for $4.0 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

8

Stock-Based Awards. A summary of our unvested restricted common stock activity during the second quarter and six months ended June 30, 2012 is as follows:

	Quarter Ended June 30, 2012					Six Months Ended June 30, 2012
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		2,037,763		$	17.51		1,620,394		$	17.87
Awards granted		11,000			16.20		996,691			16.39
Awards forfeited/cancelled		(31,175	)		17.69		(64,175	)		17.73
Awards vested		(5,125	)		16.28		(540,447	)		16.49
Unvested awards, ending		2,012,463		$	17.50		2,012,463		$	17.50

Included in the awards granted during the six months ended June 30, 2012, are performance-based awards for 150,313 restricted common stock shares issued to members of executive management, which vest in equal installments over three years upon meeting either pre-established financial performance objectives or pre-established stock price objectives. The performance-based awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

All other restricted common stock shares granted during the six months ended June 30, 2012 are time-based awards, which vest annually over four years with no restrictions other than the passage of time. Certain shares of the restricted common stock become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

We recorded stock-based compensation expense for the second quarters of 2012 and 2011 of $3.4 million and $3.2 million, respectively, and $6.5 million for the both the six months ended June 30, 2012 and 2011.

4. EARNINGS PER COMMON SHARE

Basic and diluted earnings per common share (“EPS”) amounts are presented on the face of the accompanying Condensed Consolidated Statements of Income (the “Income Statement” or “Income Statements”). The amounts attributed to both common stock and participating restricted common stock used as the numerators in both the basic and diluted EPS calculations are as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Net Income attributed to:
Common stock	$	11,870	$	8,971	$	23,651	$	20,357
Participating restricted common stock		—		44		25		152
Total	$	11,870	$	9,015	$	23,676	$	20,509

The weighted-average shares outstanding used in the basic and diluted EPS denominators related to common stock and participating restricted common stock are as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Weighted-average shares outstanding – Basic:
Common stock		32,194		32,866		32,293		32,738
Participating restricted common stock		1		161		34		244
Total		32,195		33,027		32,327		32,982
Weighted-average shares outstanding – Diluted:
Common stock		32,309		33,072		32,435		32,962
Participating restricted common stock		1		161		34		244
Total		32,310		33,233		32,469		33,206

9

The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Basic weighted-average common shares		32,194		32,866		32,293		32,738
Dilutive effect of common stock options		9		22		12		22
Dilutive effect of non-participating restricted common stock		106		184		130		202
Dilutive effect of 2010 Convertible Notes		—		—		—		—
Diluted weighted-average common shares		32,309		33,072		32,435		32,962

Potentially dilutive common shares related to stock options and non-participating unvested shares of restricted common stock of 0.6 million and zero, respectively, for the second quarter of 2012 and 2011, and 0.5 million and zero for the six months ended June 30, 2012 and 2011, respectively, were excluded from the computation of diluted EPS related to common shares as their effect was antidilutive.

The 2010 Convertible Notes have a dilutive effect only in those quarterly periods in which our average stock price exceeds the current effective conversion price of $24.45 per share.

5. DEBT

Our long-term debt, as of June 30, 2012 and December 31, 2011, was as follows (in thousands):

	June 30, 2012			December 31, 2011
Credit Agreement:
Term loan, mandatory principal payments during term, with remaining principal balance due December 2015, interest at adjusted LIBOR plus 3.75% (combined rate of 4.22% at June 30, 2012 and 4.30% at December 31, 2011)	$	173,000		$	190,000
$100 million revolving loan facility, due December 2015, interest at adjusted LIBOR plus applicable margin		—			—
Convertible Debt Securities:
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized original issue discount (“OID”) of $27,827 and $30,256, respectively		122,173			119,744
		295,173			309,744
Current portion of long-term debt, net		(18,000	)		(27,000	)
Total long-term debt, net	$	277,173		$	282,744

Credit Agreement. During the six months ended June 30, 2012, we made $17.0 million of principal repayments, of which $10 million was mandatory repayments and $7.0 million was voluntary repayments that can be applied to future mandatory repayments.

10

As of June 30, 2012, we were in compliance with the financial ratios and other covenants related to the Credit Agreement. As of June 30, 2012, we had no borrowings outstanding on our revolving loan facility and had the entire $100 million available to us.

2010 Convertible Notes. As of June 30, 2012, and as it relates to our 2010 Convertible Notes, none of the contingent conversion features have been achieved, and thus, the 2010 Convertible Notes are not convertible by the holders.

Upon conversion of the 2010 Convertible Notes, we will settle our conversion obligation as follows: (i) we will pay cash for 100% of the par value of the 2010 Convertible Notes that are converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we will satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash. As of June 30, 2012, the value of our conversion obligation did not exceed the par value of the 2010 Convertible Notes.

6. DERIVATIVES

Interest Rate Swap Contracts. We are party to interest rate swap contracts with the objective of managing our exposure to fluctuations in interest rate movements, thereby eliminating the variability of cash flows on certain portions of the interest payments related to the Term Loan component of our Credit Agreement.

A summary of our interest rate swap contracts as of June 30, 2012 is as follows (dollars in thousands):

	Beginning of Term	End of Term	Weighted-Average Notional Amount Over Term		Fixed Rate
2012 Swap	March 13, 2012	March 13, 2013	$	78,000		1.085	%
2013 Swap	March 13, 2013	March 13, 2014		51,000		2.181	%

We have designated our interest rate swap contracts as cash flow hedges. Swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty over the lives of the contracts in exchange for us making fixed-rate payments to the counterparty over the lives of the contracts without exchange of the underlying notional amount.

As of June 30, 2012, the fair value of the interest rate swap contracts, reflected in other non-current liabilities in our Balance Sheet, was $1.2 million, with the loss, net of tax, reflected as a reduction in other comprehensive income.

Changes in the fair value of these interest rate swap contracts, designated as hedging instruments of the variability of cash flows associated with floating-rate, long-term debt obligations, are reported in accumulated other comprehensive income (“AOCI”) in the stockholders’ equity section of our Balance Sheet. These amounts subsequently are reclassified into interest expense as a yield adjustment of the hedged debt obligation in the same period in which the related interest on the floating-rate debt obligations affects earnings. The amount of gains/losses reclassified from AOCI to income/loss (effective portions) for the quarter and six months ended June 30, 2012 were not material. The estimated net losses on the interest rate swap contracts that will be reclassified into earnings within the next twelve months are not expected to be material. Our interest rate swap contracts qualify as effective relationships, and as a result, hedge ineffectiveness was not material during the quarter and six months ended June 30, 2012.

We are exposed to credit-related losses in the event of non-performance by the counterparty to the interest rate swap contracts. The counterparty to the interest rate swap contracts is a major institution with investment grade credit ratings. We evaluated the counterparty credit risk before entering into the interest rate swap contracts and will continue to closely monitor the financial markets and the risk that the counterparty will default on its obligations. This credit risk is generally limited to the unrealized gains in such contracts, should the counterparty fail to perform as contracted.

We do not use derivative financial instruments for speculative purposes.

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7. LONG-LIVED ASSETS

Goodwill. The changes in the carrying amount of goodwill for the six months ended June 30, 2012, were as follows (in thousands):

January 1, 2012 balance	$	220,013
Adjustments related to prior acquisitions		(28	)
Effects of changes in foreign currency exchange rates		(52	)
June 30, 2012 balance	$	219,933

Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of June 30, 2012 and December 31, 2011, the carrying values of these assets were as follows (in thousands):

	June 30, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	260,800	$	(172,700	)	$	88,100	$	257,628	$	(159,225	)	$	98,403
Software		91,240		(62,602	)		28,638		86,487		(56,521	)		29,966
Total	$	352,040	$	(235,302	)	$	116,738	$	344,115	$	(215,746	)	$	128,369

The total amortization expense related to intangible assets for the second quarters of 2012 and 2011 were $10.1 million and $10.3 million, respectively, and $19.7 million for the both the six months ended June 30, 2012 and 2011. Based on the June 30, 2012 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2012 – $38.4 million; 2013 – $28.1 million; 2014 – $20.5 million; 2015 – $12.9 million; and 2016 – $9.9 million.

8. COMMITMENTS, GUARANTEES AND CONTINGENCIES

Warranties. We generally warrant that our solutions and related offerings will conform to published specifications, or to specifications provided in an individual client arrangement, as applicable. The typical warranty period is 90 days from delivery of the solution or offering. For certain service offerings we provide a limited warranty for the duration of the services provided. We generally warrant that services will be performed in a professional and workmanlike manner. The typical remedy for breach of warranty is to correct or replace any defective deliverable, and if not possible or practical, we will accept the return of the defective deliverable and refund the amount paid under the client arrangement that is allocable to the defective deliverable. Our contracts also generally contain limitation of damages provisions in an effort to reduce our exposure to monetary damages arising from breach of warranty claims. Historically, we have incurred minimal warranty costs, and as a result, do not maintain a warranty reserve.

Product and Services Indemnifications. Our arrangements with our clients generally include an indemnification provision that will indemnify and defend a client in actions brought against the client that claim our products and/or services infringe upon a copyright, trade secret, or valid patent. Historically, we have not incurred any significant costs related to such indemnification claims, and as a result, do not maintain a reserve for such exposure.

Claims for Company Non-performance. Our arrangements with our clients typically cap our liability for breach to a specified amount of the direct damages incurred by the client resulting from the breach. From time-to-time, these arrangements may also include provisions for possible liquidated damages or other financial remedies for our non-performance, or in the case of certain of our outsourced customer care and billing solutions, provisions for damages related to service level performance requirements. The service level performance requirements typically relate to system availability and timeliness of service delivery. As of June 30, 2012, we believe we have adequate reserves, based on our historical experience, to cover any reasonably anticipated exposure as a result of our nonperformance for any past or current arrangements with our clients.

Indemnifications Related to Officers and the Board of Directors. We have agreed to indemnify members of our Board of Directors and certain of our officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. We maintain directors’ and officers’ (D&O) insurance coverage to protect against such

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losses. We have not historically incurred any losses related to these types of indemnifications, and are not aware of any pending or threatened actions or claims against any officer or member of our Board of Directors. As a result, we have not recorded any liabilities related to such indemnifications as of June 30, 2012. In addition, as a result of the insurance policy coverage, we believe these indemnification agreements are not significant to our results of operations.

Legal Proceedings. From time-to-time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. In addition, we have received an administrative subpoena from the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), dated February 27, 2012, requesting documents and information related to the possibility of direct or indirect transactions with or to a jurisdiction subject to various restrictions and/or prohibitions. The business dealings of our foreign subsidiaries in the jurisdiction that is the subject of the OFAC subpoena represent an insignificant amount of our consolidated revenues and income, and the business dealings generally consist of software licenses and related services. We have conducted an internal review to identify transactions by us involving the subject matter of the subpoena as well as with any other sanctioned or embargoed entity or jurisdiction. On July 13, 2012, we delivered to OFAC a response to the administrative subpoena. We cannot predict the ultimate outcome of this matter or the total costs to be incurred in response to this subpoena. We believe there is a likelihood that a loss may be realized, but that no reasonable estimate of the loss can be made. On July 13, 2012, we submitted an initial voluntary disclosure to OFAC relating to certain business dealings in another sanctioned/embargoed country. These business dealings likewise represent an insignificant amount of our consolidated revenues and income, and the business dealings generally consist of a software license and related services. We cannot predict the ultimate outcome of this voluntary disclosure or the total costs which may be involved. We believe there is a likelihood that a loss may be realized related to this voluntary disclosure, but that no reasonable estimate of the loss can be made. Other than the OFAC matters described above, we are not presently a party to any material pending or threatened legal proceedings.

9. SUBSEQUENT EVENT

On July 13, 2012, we acquired Ascade, an independent Swedish software company who provides trading and routing software solutions to telecommunications companies globally. The total cost of the acquisition, excluding acquisition-related costs, was approximately $19 million and was paid in cash from our existing cash resources. We acquired Ascade to integrate Acsade’s trading and routing solution, Ascade7, into our Wholesale Business Management Solution (“WBMS”) and to expand and strengthen our geographic presence in the telecommunications wholesale marketplace.

We are in the early stages of the Ascade purchase accounting, but estimate a significant portion of the purchase price will be allocated to acquired intangible assets, including goodwill. The results of Ascade will be included in our results of operations for the periods subsequent to the acquisition date. Pro forma information on our historical results of operations to reflect the acquisition of Ascade will not be presented as Ascade’s results of operations during the prior periods are not material to our results of operations.

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

The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Financial Statements and Notes thereto included in this Form 10-Q and the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2011 (our “2011 10-K”).

Forward-Looking Statements

This report contains a number of forward-looking statements relative to our future plans and our expectations concerning our business and the industries we serve. These forward-looking statements are based on assumptions about a number of important factors, and involve risks and uncertainties that could cause actual results to differ materially from estimates contained in the forward-looking statements. Some of the risks that are foreseen by management are outlined within Part II Item 1A., “Risk Factors”. Our Risk Factors constitute an integral part of this report, and readers are strongly encouraged to review this section closely in conjunction with MD&A.

Company Overview

Our Company. We are one of the world’s largest and most established Business Support Solutions (“BSS”) providers primarily serving communications service providers, as well as clients in several complex and highly competitive industries. Our proven approach and solutions are based on our broad and deep experience in serving clients in the communications industry as their businesses have evolved from a single product offering to a highly complex, highly competitive, multi-product service offering. Our approach has centered on using the best technology for the various functions required to provide world-class solutions.

Our solutions help service providers streamline and scale operations, introduce and adapt products and services to meet customer demands, and address the challenges and opportunities brought about by change. Our broad suite of solutions helps our clients improve their business operations by creating more compelling product offerings and an enhanced customer experience through more relevant and targeted interactions, while at the same time, more efficiently managing the service provider’s cost structure. Over the years, we have focused our research and development (“R&D”) and acquisition investments on expanding our solution set to address the ever expanding needs of communications service providers to provide a differentiated, real-time, and personal experience for their consumers. This extensive suite of solutions includes active post-event mediation, service activation, convergent charging, customer management, billing, comprehensive partner settlement and content management and monetization, as well as marketing intelligence and analytics.

We generate approximately 60% of our revenues from the North American cable and satellite markets, approximately 30% of our revenues from wireline and wireless communication providers, and the remainder from a variety of other verticals, such as financial services, logistics, and transportation. Additionally, during the first half of 2012, we generated over 85% of our revenues from the Americas region, approximately 10% of our revenues from the Europe, Middle East and Africa region, and approximately 5% of our revenues from the Asia Pacific region.

We are a S&P Small Cap 600 company.

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Management Overview of Quarterly Results

Second Quarter Highlights. A summary of our results of operations for the second quarter of 2012, when compared to the second quarter of 2011, is as follows (in thousands, except per share amounts and percentages):

	Quarter Ended
	June 30, 2012			June 30, 2011
Revenues	$	183,851		$	181,312
Operating Results:
Operating income		23,745			22,371
Operating income margin		12.9	%		12.3	%
Diluted EPS	$	0.37		$	0.27
Supplemental Data:
ACP customer accounts (end of period)		49,171			48,860
Restructuring charges	$	119		$	1,346
Stock-based compensation		3,382			3,255
Amortization of acquired intangible assets		5,545			5,739
Amortization of OID		1,226			1,420

Revenues. Our revenues for the second quarter of 2012 were $183.9 million. This represents a 1% increase from revenues of $181.3 million for the same period in 2011.

Operating Results. Operating income for the second quarter of 2012 was $23.7 million, or a 12.9% operating income margin percentage, compared to $22.4 million, or a 12.3% operating income margin percentage, for the second quarter of 2011. The increase in operating income and operating income margin percentage can be primarily attributed to the increase in revenues between periods.

Diluted EPS. Diluted EPS for the second quarter of 2012 was $0.37 per diluted share, which compares to $0.27 per diluted share for the second quarter of 2011. During the second quarter of 2012, we were able to recognize the benefit of some recently approved state income tax code changes that resulted in an effective income tax rate for the quarter of 37%. This compares to 43% for the second quarter of 2011. The reduction in the effective income tax rate had a positive impact on diluted EPS for the second quarter of 2012 of approximately $0.03 per share.

Cash and Cash Flows. As of June 30, 2012, we had cash, cash equivalents and short-term investments of $196.1 million, as compared to $188.6 million as of March 31, 2012 and $158.8 million as of December 31, 2011, with the increase attributed to the cash generated from operations. Our cash flows from operating activities for the second quarter of 2012 were $36.6 million. See the Liquidity section for further discussion of our cash flows.

Significant Client Relationships

Client Concentration. A large percentage of our historical revenues have been generated from our three largest clients, which are Comcast Corporation (“Comcast”), DISH Network Corporation (“DISH”), and Time Warner, Inc. (“Time Warner”). Revenues from these clients represented the following percentages of our total revenues for the indicated periods:

	Quarter Ended
	June 30, 2012			March 31, 2012			June 30, 2011
Comcast		19	%		20	%		18	%
DISH		14	%		13	%		12	%
Time Warner		10	%		<10	%		11	%

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The percentages of net billed accounts receivable balances attributable to our largest clients as of the indicated dates were as follows:

	As of
	June 30, 2012			March 31, 2012			December 31, 2011
Comcast		21	%		20	%		19	%
DISH		15	%		14	%		12	%
Time Warner		8	%		10	%		11	%

Contract Renewals. Our processing agreements with Comcast and Time Warner run through December 31, 2012, and March 31, 2013, respectively. We are currently engaged in discussions with Comcast and Time Warner regarding contract renewal terms. Although we believe our operating relationships with these key clients are good, there can be no assurances around the timing and/or the terms of any renewal arrangements at this time. The Comcast and Time Warner processing agreements and related material amendments, with confidential information redacted, are included in the exhibits to our periodic filings with the SEC.

See our 2011 10-K for additional discussion of our business relationships and contractual terms with the above mentioned significant clients.

Risk of Client Concentration. We expect to continue to generate a significant percentage of our future revenues from our three largest clients mentioned above. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of clients. Should a significant client: (i) terminate or fail to renew their contracts with us, in whole or in part, for any reason; (ii) significantly reduce the number of customer accounts processed on our solutions, the price paid for our services, or the scope of services that we provide; or (iii) experience significant financial or operating difficulties, it could have a material adverse effect on our financial condition and results of operations.

Ascade Acquisition

As discussed in Note 9 to the Financial Statements, on July 13, 2012 we acquired Ascade for approximately $19 million, excluding acquisition-related expenses. At this time, we expect that Ascade will: (i) contribute approximately $7 million to our full year 2012 revenues; and (ii) have a slightly dilutive impact to our results of operations in 2012. The expected impact of the Ascade acquisition includes estimates for certain acquisition-related expenses, associated primarily with our planned integration efforts, and estimates for the amortization of acquired intangible assets. Because of the inherent uncertainties in making such estimates, the actual impact of Ascade on our financial performance for 2012 may vary from our current expectations as we work through our integration efforts and complete the Ascade purchase accounting.

Stock-Based Compensation Expense

Stock-based compensation expense is included in the following captions in the accompanying Income Statements (in thousands):

	Quarter Ended				Six Months Ended
	June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011
Cost of processing and related services	$	641	$	693	$	1,239	$	1,369
Cost of software, maintenance and services		233		187		405		385
Research and development		376		441		729		863
Selling, general and administrative		2,132		1,934		4,156		3,912
Total stock-based compensation expense	$	3,382	$	3,255	$	6,529	$	6,529

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Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets is included in the following captions in the accompanying Income Statements (in thousands):

	Quarter Ended				Six Months Ended
	June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011
Cost of processing and related services	$	768	$	826	$	1,527	$	1,651
Cost of software, maintenance and services		4,777		4,910		9,528		9,721
Selling, general and administrative		—		3		—		7
Total amortization of acquired intangible assets	$	5,545	$	5,739	$	11,055	$	11,379

Critical Accounting Policies

The preparation of our Financial Statements in conformity with accounting principles generally accepted in the U.S. requires us to select appropriate accounting policies, and to make judgments and estimates affecting the application of those accounting policies. In applying our accounting policies, different business conditions or the use of different assumptions may result in materially different amounts reported in our Financial Statements.

We have identified the most critical accounting policies that affect our financial position and the results of our operations. Those critical accounting policies were determined by considering the accounting policies that involve the most complex or subjective decisions or assessments. The most critical accounting policies identified relate to: (i) revenue recognition; (ii) allowance for doubtful accounts receivable; (iii) impairment assessments of goodwill and other long-lived assets; (iv) income taxes; and (v) business combinations and asset purchases. These critical accounting policies, as well as our other significant accounting policies, are discussed in our 2011 10-K.

Results of Operations

Total Revenues. Total revenues for the: (i) second quarter of 2012 were $183.9 million, a 1% increase when compared to $181.3 million for the second quarter of 2011; and (ii) six months ended June 30, 2012 increased 1% to $368.9 million, from $364.4 million for the six months ended June 30, 2011. The components of total revenues, discussed in more detail below, are as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Revenues:
Processing and related services	$	133,362	$	129,113	$	269,676	$	260,491
Software, maintenance and services		50,489		52,199		99,182		103,913
Total revenues	$	183,851	$	181,312	$	368,858	$	364,404

We use the location of the client as the basis of attributing revenues to individual countries. Revenues by geographic regions for the second quarters and six months ended June 30, 2012 and 2011 were as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Americas (principally the U.S.)	$	161,593	$	156,088	$	322,399	$	312,526
Europe, Middle East and Africa (principally Europe)		15,344		18,294		32,984		37,120
Asia Pacific		6,914		6,930		13,475		14,758
Total revenues	$	183,851	$	181,312	$	368,858	$	364,404

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Processing and related services revenues. Processing and related services revenues for the: (i) second quarter of 2012 increased 3% to $133.4 million, from $129.1 million for the second quarter of 2011; and (ii) six months ended June 30, 2012 increased 4% to $269.7 million, from $260.5 million for the six months ended June 30, 2011. These increases can be primarily attributed to increased utilization of marketing services, continued adoption and use of our advanced customer interaction management solutions, and annual contractual price escalators for certain processing client contracts.

Additional information related to processing and related services revenues is as follows:

• Amortization of our client contracts intangible assets related to investments in client contracts (reflected as a reduction of processing and related services revenues) for the: (i) second quarters of 2012 and 2011 were $1.9 million for both periods; and (ii) six months ended June 30, 2012 and 2011 was $3.8 million for both periods.

• Total customer accounts processed on our ACP solution as of June 30, 2012 were 49.2 million, compared to 49.2 million as of March 31, 2012 and 48.9 million as of June 30, 2011.

The previously announced deconversion of 800,000 Comcast customer accounts as part of Comcast’s efforts to consolidate one of their markets, which was split in its use of customer care and billing systems between us and a competitor, onto the competitor’s solution, was further delayed during the second quarter and is now not expected to occur in 2012. At this time, we are uncertain as to when Comcast will look to reschedule this matter.

Software, Maintenance and Services Revenues. Software, maintenance and services revenues for the: (i) second quarter of 2012 decreased 3% to $50.5 million, from $52.2 million for the second quarter of 2011; and (ii) six months ended June 30, 2012 decreased 5% to $99.2 million, from $103.9 million for the six months ended June 30, 2011. The decrease can be primarily attributed to lower professional services revenues, which are generally recognized on a percentage-of-completion basis.

Total Expenses. Our operating expenses for the: (i) second quarter of 2012 were $160.1 million, an increase of 1% when compared to $158.9 million for the second quarter of 2011; and (ii) six months ended June 30, 2012 decreased 1% to $316.2 million, from $317.9 million for the six months ended June 30, 2011.

• The quarter-over-quarter increase can be attributed to increased compensation and data processing costs, offset to a certain degree by the decrease in restructuring charges and the financial benefits of the restructuring activities undertaken during 2011.

• The year-to-date decrease reflects the financial benefits of the restructuring activities undertaken during 2011, offset to a certain degree by an increase in our data processing costs as a result of increased processing capacity as our clients’ businesses continue to grow and become more complex.

The components of total expenses are discussed in more detail below.

Cost of Revenues. See our 2011 10-K for a description of the types of costs that are included in the individual line items for cost of revenues.

Cost of Processing and Related Services. The cost of processing and related services for the: (i) second quarter of 2012 increased 3% to $62.3 million, from $60.8 million for the second quarter of 2011; and (ii) six months ended June 30, 2012 increased 2% to $124.3 million, from $122.1 million for the six months ended June 30, 2011. These increases are mainly attributed to increased data processing costs, discussed above, and is offset to a certain degree by the financial benefits we have achieved as a result of our restructuring activities undertaken during 2011. Total processing and related services cost as a percentage of our processing and related services revenues for the: (i) second quarters of 2012 and 2011 were 46.7% and 47.1%, respectively; and six months ended June 30, 2012 and 2011 were 46.1% and 46.9%, respectively.

Cost of Software, Maintenance and Services. The cost of software, maintenance and services for the: (i) second quarter of 2012 was $30.2 million, relatively consistent when compared to $30.1 million for the second quarter of 2011; and (ii) six months ended June 30, 2012 decreased 2% to $58.2 million, from $59.6 million for the six months ended June 30, 2011. The cost of software, maintenance and services as a percentage of our software, maintenance and services revenues for the: (i) second quarters of 2012 and 2011 were 59.8% and 57.6%, respectively; and (ii) six months ended June 30, 2012 and 2011 were 58.7% and 57.3%, respectively.

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Variability in quarterly revenues and operating results are inherent characteristics of companies that sell software licenses and perform professional services. Our quarterly revenues for software licenses and professional services may fluctuate, depending on various factors, including the timing of executed contracts and revenue recognition, and the delivery of solutions. However, the costs associated with software and professional services revenues are not subject to the same degree of variability (e.g., these costs are generally fixed in nature within a relatively short period of time), and thus, fluctuations in our cost of software, maintenance and services as a percentage of our software, maintenance and services revenues may occur between periods.

R&D Expense. R&D expense for the: (i) second quarter of 2012 was $27.8 million, relatively consistent with $27.9 million for the second quarter of 2011; and (ii) six months ended June 30, 2012 decreased 1% to $55.7 million, from $56.6 million for the six months ended June 30, 2011. As a percentage of total revenues, R&D expense was 15.1% for the second quarter of 2012 compared to 15.4% for the second quarter of 2011. We did not capitalize any development costs during the six months ended June 30, 2012 and 2011.

Our R&D efforts are focused on the continued evolution of our solutions that enable service providers worldwide to provide a more personalized customer experience while turning transactions into revenues. This includes the continued investment in our BSS solutions aimed at improving a provider’s time-to-market, flexibility, scalability, and total cost of ownership. These efforts include the integration of acquired products into the CSG solution suite. We expect that our R&D investment activities in the near-term will be relatively consistent with this past quarter, with the level of R&D spend highly dependent upon the opportunities that we see in our markets.

Selling, General and Administrative (“SG&A”) Expense. SG&A expense for the: (i) second quarter of 2012 increased 4% to $33.8 million, from $32.5 million for the second quarter of 2011; and (ii) six months ended June 30, 2012 was $65.4 million, a slight decrease when compared to $65.9 million for the six months ended June 30, 2011.

• The increase in SG&A expense in the second quarter of 2012 as compared to second quarter of 2011 can be mainly attributed to increased compensation costs related to incentive compensation and annual merit increases.

• The decrease in the year-to-date amounts between 2012 and 2011 is reflective of the restructuring activities undertaken during 2011, offset by our increased compensation costs discussed above.

Our SG&A costs as a percentage of total revenues increased to 18.4% for the second quarter of 2012, compared to 17.9% for the second quarter of 2011.

Depreciation Expense. Depreciation expense for the: (i) second quarter of 2012 decreased 6% to $5.9 million, from $6.3 million for the second quarter of 2011; and (ii) six months ended June 30, 2012 decreased 6% to $11.7 million, from $12.5 million for the six months ended June 30, 2011 as a result of certain assets becoming fully depreciated over the past year.

Operating Income. Operating income and operating income margin percentage for the: (i) second quarter of 2012 was $23.7 million, or 12.9% of total revenues, compared to $22.4 million, or 12.3% of total revenues for the second quarter of 2011; and (ii) six months ended June 30, 2012 was $52.7 million, or 14.3% of total revenues, compared to $46.5 million, or 12.8% of total revenues for the six months ended June 30, 2011. The increase in operating income and operating income margin percentage is primarily attributed to the increase in revenues between periods.

At this time, we expect our operating margin percentage to trend down in the second half of 2012 as we integrate Ascade into our business and hire additional professional services staff to work on new and existing revenue projects.

Income Tax Provision. The effective income tax rates for the second quarters and six months ended June 30, 2012 and 2011 were as follows:

Quarter Ended June 30,						Six Months Ended June 30,
2012			2011			2012			2011
	37	%		43	%		44	%		40	%

During the second quarter of 2012, new state legislation was passed that required us to alter the method of how we source our revenues. As a result, we were able to recognize the benefit of this change, which resulted in a lower effective income tax rate for the second quarter of 2012. For the full year 2012, we are now estimating an effective income tax rate of 48%. This rate reflects the anticipated losses in certain foreign tax jurisdictions that we cannot benefit from at this time, and

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the uncertainty around the Congressional approval of the U.S. research and experimentation credits by the end of 2012. In addition, as we work to implement our longer term global tax planning strategy, we may continue to experience volatility in our quarterly effective income tax rate.

Liquidity

Cash and Liquidity

As of June 30, 2012, our principal sources of liquidity for operating purposes included cash, cash equivalents and short-term investments of $196.1 million, compared to $188.6 million as of March 31, 2012, and $158.8 million as of December 31, 2011. The $37.3 million year-to-date increase from December 31, 2011 to June 30, 2012 can be attributed to our cash flows from operating activities, offset mainly by: (i) our repayment of $17.0 million of borrowings under our Credit Agreement; (ii) our $13.6 million of capital expenditures; and (iii) our purchase of $10.6 million of our common stock under our Stock Repurchase Program. We generally invest our excess cash balances in low-risk, short-term investments to limit our exposure to market and credit risks.

As part of our Credit Agreement, we have a five-year, $100 million senior secured revolving loan facility (“Revolver”) with a syndicate of financial institutions that expires in December 2015 (See Note 5 to the Financial Statements). As of June 30, 2012, there were no borrowings outstanding on the Revolver. The Credit Agreement contains customary affirmative covenants and financial covenants. As of June 30, 2012, and the date of this filing, we believe that we are in compliance with the provisions of the Credit Agreement.

Our cash, cash equivalents, and short-term investment balances as of the end of the indicated periods were located in the following geographical regions (in thousands):

	June 30, 2012		December 31, 2011
Americas (principally the U.S.)	$	162,949	$	132,535
Europe, Middle East and Africa (principally Europe )		28,057		21,169
Asia Pacific		5,056		5,126
Total cash, equivalents and short-term investments	$	196,062	$	158,830

We generally have ready access to substantially all of our cash, cash equivalents, and short-term investment balances, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls. As of June 30, 2012, we had $2.9 million of cash restricted as to use to collateralize outstanding letters of credit.

Cash Flows From Operating Activities

We calculate our cash flows from operating activities in accordance with GAAP, beginning with net income, adding back the impact of non-cash items (e.g., depreciation, amortization, amortization of OID, deferred income taxes, stock-based compensation, etc.), and then factoring in the impact of changes in operating assets and liabilities. See our 2011 10-K for a description of the primary uses and sources of our cash flows from operating activities.

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Our 2011 and 2012 net cash flows from operating activities, broken out between operations and changes in operating assets and liabilities, for the quarters ended are as follows (in thousands):

	Operations		Changes in Operating Assets and Liabilities			Net Cash Provided by Operating Activities – Totals
Cash Flows from Operating Activities:
2011:
March 31 (1)	$	39,687	$	(41,576	)	$	(1,889	)
June 30 (2)		21,753		(21,040	)		713
September 30 (3)		34,549		(4,239	)		30,310
December 31(3)		34,348		(2,523	)		31,825
2012:
March 31(4)	$	28,890	$	19,299		$	48,189
June 30		29,898		6,681			36,579

(1) The large decrease in operating assets and liabilities for the first quarter of 2011 relates primarily to: (i) the change of the monthly invoice timing for DISH that had a negative $20 million impact; and (ii) the timing of payments for several items specific to the first quarter of 2012, including the approximately $8 million of Intec acquisition-related expenses and the 2010 employee incentive performance bonuses, both of which were accrued expenses as of December 31, 2010.

(2) As a result of the payment of our 2004 Convertible Debt Securities in the second quarter of 2011, $6 million of deferred income tax liabilities associated with the debt became payable and were reclassified to current income taxes payable as of June 30, 2011. Although this was neutral to our overall cash flows from operating activities, it provided a negative impact to our operations portion of cash flows from operating activities and a benefit to our changes in operating assets and liabilities. Additionally, the changes in operating assets and liabilities for the second quarter of 2011 were negatively impacted by the increase in accounts receivable in addition to decreases in deferred revenue and accrued liabilities.

(3) During the third and fourth quarter of 2011, we paid $4.4 million and $1.6 million, respectively, of the deferred tax liabilities discussed in Notes 2 above, thus negatively impacting the changes in operating assets and liabilities in each respective quarter by these amounts.

(4) Cash flows from operating activities for the first quarter of 2012 were positively impacted by changes in operating assets and liabilities, of which approximately $15 million can be attributed to the timing of our income tax payments.

Our cash flows from operating activities for the quarters ended March 31, 2011 and June 30, 2011 were unusually low for us, caused mainly by the one-time, nonrecurring items highlighted in Notes 1 and 2 in the table above, and fluctuations in working capital items. However, as the table above illustrates, the operations portion of our cash flows from operating activities remains a very strong measure for us, and is relatively consistent between periods. The variations in our cash flows from operating activities are related mostly to the changes in our operating assets and liabilities (related to normal fluctuations in timing at quarter-end for such things as client payments and changes in accrued expenses). We expect that we will continue to see some quarter-end variability in our operating assets and liabilities in future quarters, however, over longer periods of time, we do not expect this to be a factor in our ability to continue to generate strong cash flows.

Significant fluctuations in key operating assets and liabilities between 2012 and 2011 that impacted our cash flows from operating activities are as follows:

Billed Trade Accounts Receivable

Management of our billed accounts receivable is one of the primary factors in maintaining strong quarterly cash flows from operating activities. Our billed trade accounts receivable balance includes significant billings for several non-revenue items (primarily postage, sales tax, and deferred revenue items). As a result, we evaluate our performance in collecting our accounts receivable through our calculation of days billings outstanding (“DBO”) rather than a typical days sales outstanding (“DSO”) calculation. DBO is calculated based on the billings for the period (including non-revenue items) divided by the average monthly net trade accounts receivable balance for the period.

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Our gross and net billed trade accounts receivable and related allowance for doubtful accounts receivable (“Allowance”) as of the end of the indicated quarterly periods, and the related DBOs for the quarters then ended, are as follows (in thousands, except DBOs):

Quarter Ended	Gross		Allowance			Net Billed		DBOs
2011:
March 31	$	150,592	$	(1,958	)	$	148,634		53
June 30		168,977		(2,541	)		166,436		59
September 30		159,748		(2,472	)		157,276		61
December 31		182,225		(2,421	)		179,804		60
2012:
March 31		173,834		(2,925	)		170,909		61
June 30		166,194		(2,802	)		163,392		62

The increase in gross and net billed accounts receivable in the fourth quarter of 2011 can be primarily attributed to the fluctuations in the timing of client payments at quarter-end and to several billing milestones being met towards the end of the quarter. All other changes in our gross and net billed trade accounts receivable shown in the table above reflect the normal fluctuations in the timing of client payments made at quarter-end, evidenced by our consistent DBO metric over the past several quarters.

As a global provider of software and professional services, a portion of our accounts receivable balance relates to clients outside the U.S. As a result, this diversity in the geographic composition of our client base impacts our DBO as longer billing cycles (i.e., billing terms and cash collection cycles) are an inherent characteristic of international software and professional services transactions. For example, our ability to bill (i.e., send an invoice) and collect arrangement fees may be dependent upon, among other things: (i) the completion of various client administrative matters, local country billing protocols and processes (including local cultural differences), and/or non-client administrative matters; (ii) us meeting certain contractual invoicing milestones; or (iii) the overall project status in certain situations in which we act as a subcontractor to another vendor on a project.

Deferred Revenue

Total deferred revenue (current and non-current) increased $12.5 million, from $53.5 as of December 31, 2011, to $66.0 million as of June 30, 2012, primarily as a result of annual billings for recurring services.

Cash Flows From Investing Activities

Our typical investing activities consist of purchases/sales of short-term investments, purchases of property and equipment, and investments in client contracts, which are discussed below.

Purchases/Sales of Short-term Investments. During the six months ended June 30, 2012 and 2011, we purchased $24.8 million and $20.0 million, respectively, and sold (or had mature) $16.8 million and $17.7 million, respectively, of short-term investments. We continually evaluate the appropriate mix of our investment of excess cash balances between cash equivalents and short-term investments in order to maximize our investment returns and will likely purchase and sell additional short-term investments in the future.

Property and Equipment/Client Contracts. Our capital expenditures for the six months ended June 30, 2012 and 2011, for property and equipment, and investments in client contracts were as follows (in thousands):

	Six Months Ended June 30,
	2012		2011
Property and equipment	$	13,550	$	11,061
Client contracts		2,948		4,479

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The property and equipment expenditures during the six months ended June 30, 2012 consisted principally of investments in: (i) computer hardware, software and related equipment, and (ii) facilities and internal infrastructure items.

The investments in client contracts for the six months ended June 30, 2012 and 2011 relate to client incentive payments ($0.2 and $1.0 million, respectively) and the deferral of costs related to conversion/set-up services provided under long-term processing contracts ($2.7 million and $3.5 million, respectively).

Cash Flows From Financing Activities

Our financing activities typically consist of activities with our common stock and our long-term debt.

Repurchase of Common Stock. During the six months ended June 30, 2012, we repurchased approximately 673,000 of our common stock under the guidelines of our Stock Repurchase Program for $10.6 million. We did not repurchase any shares of our common stock during the six months ended June 30, 2011. In addition, outside of our Stock Repurchase Program, during the six months ended June 30, 2012 and 2011, we repurchased from our employees and then cancelled approximately 181,000 shares and 206,000 shares of our common stock for $2.9 million and $4.0 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Long-term debt. During the six months ended June 30, 2012, we made $17.0 million of principal repayments, of which $10 million was mandatory repayments and $7.0 million was voluntary repayments that can be applied to future mandatory repayments.

During the six months ended June 30, 2011, we: (i) repaid the $35 million outstanding balance of the Revolver; (ii) paid $24.1 million of 2004 Convertible Debt Securities as a result of the holders exercising their put option; and (iii) made $5.0 million of mandatory repayments on the Term Loan.

Capital Resources

The following are the key items to consider in assessing our sources and uses of capital resources:

Current Sources of Capital Resources.

• Cash, Cash Equivalents and Short-term Investments. As of June 30, 2012, we had cash, cash equivalents, and short-term investments of $196.1 million, of which approximately 83% is in U.S. Dollars and held in the United States. We do have $2.9 million of restricted cash, used primarily to collateralize outstanding letters of credit. For the remainder of the monies denominated in foreign currencies and/or located outside the United States, we do not anticipate any material amounts being unavailable for use in running our business.

• Operating Cash Flows. As described in the Liquidity section above, we believe we have the ability to consistently generate strong cash flows to fund our operating activities and act as a source of funds for our capital resource needs.

• Revolving Loan Facility. We have a five-year, $100 million senior secured revolving loan facility with a syndicate of financial institutions that expires in December 2015. As of the date of this filing, we have $100 million of the revolving loan facility available to us.

Uses/Potential Uses of Capital Resources. Below are the key items to consider in assessing our uses/potential uses of capital resources:

• Common Stock Repurchases. We have made significant repurchases of our common stock in the past under our Stock Repurchase Program. During the six months ended June 30, 2012, we repurchased approximately 673,000 shares of our common stock for $10.6 million ($15.80 per share) under our Stock Repurchase Program. As of June 30, 2012, we have 2.8 million shares authorized for repurchase remaining under our Stock Repurchase Program.

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Our Credit Agreement places certain limitations on our ability to repurchase our common stock. We continue to evaluate the best use of our capital going forward, which from time-to-time, may include additional share repurchases as market and business conditions warrant.

• Acquisitions. As part of our growth strategy, we are continually evaluating potential business and/or asset acquisitions and investments in market share expansion with our existing and potential new clients. In November 2010, we acquired Intec where we paid cash related to the transaction of approximately $378 million (or $269 million, net of cash acquired). In July 2012, we announced that we had completed the acquisition of Ascade, a Swedish software company, for which we paid cash related to the transaction of approximately $19 million.

• Capital Expenditures. In the six months ended June 30, 2012, we spent $13.6 million on capital expenditures. At this time, we expect our 2012 capital expenditures to be approximately $30 million. As of June 30, 2012, we have made no significant capital expenditure commitments.

• Investments in Client Contracts. In the past, we have provided incentives to new or existing U.S. processing clients to convert their customer accounts to, or retain their customer’s accounts on, our customer care and billing solutions. During the six months ended June 30, 2012, we made no client incentive payments. Any commitments to make future payments of this nature are payable by us only upon certain of our clients bringing additional customer accounts onto our processing solutions. As of June 30, 2012, we did not have any material commitments for such investments.

• Long-Term Debt Service. As of June 30, 2012, our long-term debt consisted of: (i) 2010 Convertible Notes with a par value of $150.0 million; and (ii) Credit Agreement term loan borrowings of $173.0 million. During the next twelve months, there are no scheduled conversion triggers on our 2010 Convertible Notes, and therefore, our expected cash debt service at this time is only for the $4.5 million of interest expense due annually on the notes. Over the next 12 months, the mandatory repayments and the cash interest expense (based upon current rates) for our Credit Agreement are approximately $18.0 million and $8.3 million, respectively. We have the ability to make prepayments on our Credit Agreement without penalty.

We continue to evaluate the best use of our capital going forward, which from time-to-time, may include repurchases of our 2010 Convertible Notes, and/or prepayments on our Credit Agreement, as market and business conditions warrant.

In summary, we expect to continue to have material needs for capital resources going forward, as noted above. We believe that our current cash, cash equivalents and short-term investments balances and our revolving loan facility, together with cash expected to be generated in the future from our current operating activities, will be sufficient to meet our anticipated capital resource requirements for at least the next 12 months. We also believe we could obtain additional capital through other debt sources which may be available to us if deemed appropriate.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices. As of June 30, 2012, we are exposed to various market risks, including changes in interest rates, fluctuations and changes in the market value of our cash equivalents and short-term investments, and changes in foreign currency exchange rates. We have not historically entered into derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk.

Market Risk Related to Long-Term Debt. The interest rate on our convertible debt is fixed, and thus, as it relates to our convertible debt borrowings, we are not exposed to changes in interest rates.

The interest rates under the Credit Agreement are based upon an adjusted LIBOR rate plus an applicable margin, or an alternate base rate plus an applicable margin. Refer to Note 5 to our Financial Statements for further details of our long-term debt.

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As of June 30, 2012, we are a party to interest rate swap contracts with the objective of managing our exposure to fluctuations in interest rate movements, thereby eliminating the variability of cash flows on certain portions of the interest payments related to the Term Loan component of our Credit Agreement. See Note 6 to our Financial Statements for further details on the interest rate swap contracts.

As a result of the interest rate swap contracts, as of June 30, 2012, we were exposed to fluctuations in interest rate movements on $93.0 million of our Term Loan. We expect our exposure amount to fluctuate over the term of the interest rate swap contracts as the interest rate swap contracts expire and the balance due under the Credit Agreement is repaid through mandatory repayments or prepayments.

A hypothetical adverse change of 10% in the June 30, 2012 adjusted LIBOR rate would not have had a material impact upon our results of operations.

Market Risk Related to Cash Equivalents and Short-term Investments.

Our cash and cash equivalents as of June 30, 2012 and December 31, 2011 were $176.0 million and $146.7 million, respectively. Certain of our cash balances are “swept” into overnight money market accounts on a daily basis, and at times, any excess funds are invested in low-risk, somewhat longer term, cash equivalent instruments and short-term investments. Our cash equivalents are invested primarily in institutional money market funds, commercial paper, and time deposits held at major banks. We have minimal market risk for our cash and cash equivalents due to the relatively short maturities of the instruments.

Our short-term investments as of June 30, 2012 and December 31, 2011 were $20.1 million and $12.1 million, respectively. Currently, we utilize short-term investments as a means to invest our excess cash only in the U.S. The day-to-day management of our short-term investments is performed by a large financial institution in the U.S., using strict and formal investment guidelines approved by our Board of Directors. Under these guidelines, short-term investments are limited to certain acceptable investments with: (i) a maximum maturity, (ii) a maximum concentration and diversification; and (iii) a minimum acceptable credit quality. At this time, we believe we have minimal liquidity risk associated with the short-term investments included in our portfolio.

Foreign Currency Exchange Rate Risk.

Due to foreign operations around the world, our balance sheet and income statement are exposed to foreign currency exchange risk due to the fluctuations in the value of currencies in which we conduct business. While we attempt to maximize natural hedges by incurring expenses in the same currency in which we contract revenue, the related expenses for that revenue could be in one or more differing currencies than the revenue stream.

During the six months ended June 30, 2012, we generated approximately 89% of our revenues in U.S. dollars. We expect that, in the foreseeable future, we will continue to generate a very large percentage of our revenues in U.S. dollars.

As of June 30, 2012 and December 31, 2011, the carrying amounts of our monetary assets and monetary liabilities on the books of our non-U.S. subsidiaries in currencies denominated in a currency other than the functional currency of those non-U.S. subsidiaries are as follows (in thousands, in U.S. dollar equivalents):

	June 30, 2012					December 31, 2011
	Monetary Liabilities			Monetary Assets		Monetary Liabilities			Monetary Assets
Pounds sterling	$	(19	)	$	1,400	$	—		$	221
Euro		(103	)		6,547		(23	)		4,940
U.S. Dollar		(265	)		16,660		(140	)		18,221
Other		2			1,676		(4	)		638
Totals	$	(385	)	$	26,283	$	(167	)	$	24,020

A hypothetical adverse change of 10% in the June 30, 2012 exchange rates would not have had a material impact upon our results of operations.

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Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

As required by Rule 13a-15(b), our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation as of the end of the period covered by this report of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e). Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Internal Control Over Financial Reporting

As required by Rule 13a-15(d), our management, including the CEO and CFO, also conducted an evaluation of our internal control over financial reporting, as defined by Rule 13a-15(f), to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, the CEO and CFO concluded that there has been no such change during the quarter covered by this report.

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CSG SYSTEMS INTERNATIONAL, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time-to-time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. As previously disclosed, we have received an administrative subpoena from the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), dated February 27, 2012, requesting documents and information related to the possibility of direct or indirect transactions with or to a jurisdiction subject to various restrictions and/or prohibitions. The business dealings of our foreign subsidiaries in the jurisdiction that is the subject of the OFAC subpoena represent an insignificant amount of our consolidated revenues (less than 1%) and income, and the business dealings generally consist of software licenses and related services. We have conducted an internal review to identify transactions by us involving the subject matter of the subpoena as well as with any other sanctioned or embargoed entity or jurisdiction. On July 13, 2012, we delivered to OFAC a response to the administrative subpoena. We cannot predict the ultimate outcome of this matter, the total costs to be incurred in response to this subpoena, the potential impact on our personnel, or the effect of implementing any further measures that may be necessary to ensure compliance with U.S. sanctions regulations. We believe there is a likelihood that a loss may be realized, but that no reasonable estimate of the loss can be made. On July 13, 2012, we submitted an initial voluntary disclosure to OFAC relating to certain business dealings in another sanctioned/embargoed country. These business dealings likewise represent an insignificant amount of our consolidated revenues (less than 1%) and income, and the business dealings generally consist of a software license and related services. We cannot predict the ultimate outcome of this voluntary disclosure or the total costs which may be involved. We believe there is a likelihood that a loss may be realized related to this voluntary disclosure, but that no reasonable estimate of the loss can be made. Other than the OFAC matters described above, in the opinion of our management, we are not presently a party to any material pending or threatened legal proceedings.

Item 1A. Risk Factors

We or our representatives from time-to-time may make or may have made certain forward-looking statements, whether orally or in writing, including without limitation, any such statements made or to be made in MD&A contained in our various SEC filings or orally in conferences or teleconferences. We wish to ensure that such statements are accompanied by meaningful cautionary statements, so as to ensure, to the fullest extent possible, the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995.

Accordingly, the forward-looking statements are qualified in their entirety by reference to and are accompanied by the following meaningful cautionary statements identifying certain important risk factors that could cause actual results to differ materially from those in such forward-looking statements. This list of risk factors is likely not exhaustive. We operate in rapidly changing and evolving markets throughout the world addressing the complex needs of communication service providers, financial institutions, healthcare providers and many others, and new risk factors will likely emerge. Further, as we enter new market sectors such as healthcare and financial services, as well as new geographic markets, we are subject to new regulatory requirements that increase the risk of non-compliance and the potential for economic harm to us and our clients. Management cannot predict all of the important risk factors, nor can it assess the impact, if any, of such risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those in any forward-looking statements. Accordingly, there can be no assurance that forward-looking statements will be accurate indicators of future actual results, and it is likely that actual results will differ from results projected in forward-looking statements and that such differences may be material.

We Derive a Significant Portion of Our Revenues From a Limited Number of Clients, and the Loss of the Business of a Significant Client Could Have a Material Adverse Effect on Our Financial Position and Results of Operations.

Over the past decade, the worldwide communications industry has experienced significant consolidation, resulting in a large percentage of the market being served by a limited number of service providers with greater size and scale. Consistent with this market concentration, we generate approximately 40% of our revenues from three clients, which are (in order of size) Comcast, DISH, and Time Warner, that each individually accounted for approximately 10% or more of our total revenues. See the Significant Client Relationships section of MD&A for key renewal dates and a brief summary of our business relationship with these clients.

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There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of clients. One such risk is that a significant client could: (i) undergo a formalized process to evaluate alternative providers for services we provide; (ii) terminate or fail to renew their contracts with us, in whole or in part for any reason; (iii) significantly reduce the number of customer accounts processed on our solutions, the price paid for our services, or the scope of services that we provide; or (iv) experience significant financial or operating difficulties. Any such development could have a material adverse effect on our financial position and results of operations and/or trading price of our common stock.

Our industry is highly competitive and as a result, it is possible that a competitor could increase its footprint and share of customers processed at our expense or a provider could develop their own internal solutions. While our clients may incur some costs in switching to our competitors or their own internally-developed solutions, they may do so for a variety of reasons, including: (i) price; (ii) if we do not provide satisfactory solutions; or (iii) if we do not maintain favorable relationships.

Variability of Our Quarterly Revenues and Our Failure to Meet Revenue and Earnings Expectations Would Negatively Affect the Market Price for Our Common Stock.

Variability in quarterly revenues and operating results are inherent characteristics of the software and professional services industries. Common causes of a failure to meet revenue and operating expectations in these industries include, among others:

• The inability to close and/or recognize revenue on one or more material transactions that may have been anticipated by management in any particular period;

• The inability to renew timely one or more material software maintenance agreements, or renewing such agreements at lower rates than anticipated; and

• The inability to complete timely and successfully an implementation project and meet client expectations, due to factors discussed in greater detail below.

Software license, professional services, and software maintenance services revenues are a significant percentage of our total revenues. As our total revenues grow, so too does the risk associated with meeting financial expectations for revenues derived from our software licenses, professional services, and software maintenance services offerings. As a result, there is a proportionately increased likelihood that we may fail to meet revenue and earnings expectations of the investment community. Should we fail to meet analyst expectations, by even a relatively small amount, it would most likely have a disproportionately negative impact upon the market price of our common stock.

We May Not Be Successful in the Integration of Our Acquisitions.

As part of our growth strategy, we seek to acquire assets, technology, and businesses which will provide the technology and technical personnel to expedite our product development efforts, provide complementary solutions, or provide access to new markets and clients.

Acquisitions involve a number of risks and difficulties, including: (i) expansion into new markets and business ventures; (ii) the requirement to understand local business practices; (iii) the diversion of management’s attention to the assimilation of acquired operations and personnel; (iv) being bound by client or vendor contracts with unfavorable terms; and (v) potential adverse effects on a company’s operating results for various reasons, including, but not limited to, the following items: (a) the inability to achieve financial targets; (b) the inability to achieve certain operating goals and synergies; (c) costs incurred to exit current or acquired contracts or activities; (d) costs incurred to service any acquisition debt; and (e) the amortization or impairment of intangible assets.

Due to the multiple risks and difficulties associated with any acquisition, there can be no assurance that we will be successful in achieving our expected strategic, operating, and financial goals for any such acquisition.

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The Delivery of Our Solutions is Dependent on a Variety of Computing Environments and Communications Networks Which May Not Be Available or May Be Subject to Security Attacks.

Our processing services are generally delivered through a variety of computing environments operated by us, which we will collectively refer to herein as “Systems.” We provide such computing environments through both outsourced arrangements, such as our current data processing arrangement with Infocrossing, as well as internally operating numerous distributed servers in geographically dispersed environments. The end users are connected to our Systems through a variety of public and private communications networks, which we will collectively refer to herein as “Networks.” Our solutions are generally considered to be mission critical customer management systems by our clients. As a result, our clients are highly dependent upon the high availability and uncompromised security of our Networks and Systems to conduct their business operations.

Our Networks and Systems are subject to the risk of an extended interruption or outage due to many factors such as: (i) planned changes to our Systems and Networks for such things as scheduled maintenance and technology upgrades, or migrations to other technologies, service providers, or physical location of hardware; (ii) human and machine error; (iii) acts of nature; and (iv) intentional, unauthorized attacks from computer “hackers.”

In addition, we continue to expand our use of the Internet with our product offerings thereby permitting, for example, our clients’ customers to use the Internet to review account balances, order services or execute similar account management functions. Allowing access to our Networks and Systems via the Internet has the potential to increase their vulnerability to unauthorized access and corruption, as well as increasing the dependency of our Systems’ reliability on the availability and performance of the Internet and end users’ infrastructure they obtain through other third party providers.

The method, manner, cause and timing of an extended interruption or outage in our Networks or Systems are impossible to predict. As a result, there can be no assurances that our Networks and Systems will not fail, or that our business continuity plans will adequately mitigate the negative effects of a disruption to our Networks or Systems. Further, our property and business interruption insurance may not adequately compensate us for losses that we incur as a result of such interruptions. Should our Networks or Systems: (i) experience an extended interruption or outage; (ii) have their security breached;, or (iii) have their data lost, corrupted or otherwise compromised, it would impede our ability to meet product and service delivery obligations, and likely have an immediate impact to the business operations of our clients. This would most likely result in an immediate loss to us of revenue or increase in expense, as well as damaging our reputation. An information breach in our Systems or Networks and loss of confidential information such as credit card numbers and related information could have a longer and more significant impact on our business operations than a hardware-related failure. The loss of confidential information could result in losing the customers’ confidence, as well as imposition of fines and damages. Any of these events could have both an immediate, negative impact upon our financial position and our short-term revenue and profit expectations, as well as our long-term ability to attract and retain new clients.

The Occurrence or Perception of a Security Breach or Disclosure of Confidential Personally Identifiable Information Could Harm Our Business.

In providing processing services to our customers, we process, transmit, and store confidential and personally identifiable information, including social security numbers and financial and health information. Our treatment of such information is subject to contractual restrictions and federal, state, and foreign data privacy laws and regulations. We use various data encryption strategies and have implemented measures to protect against unauthorized access to such information, and comply with these laws and regulations. These measures include standard industry practices such as periodic security reviews of our systems by independent parties, network firewalls, procedural controls, intrusion detection systems, and antivirus applications. Because of the inherent risks and complexities involved in protecting this information, these measures may fail to adequately protect this information. Any failure on our part to protect the privacy of personally identifiable information or comply with data privacy laws and regulations may subject us to contractual liability and damages, loss of business, damages from individual claimants, fines, penalties, criminal prosecution, and unfavorable publicity. Even the mere perception of a security breach or inadvertent disclosure of personally identifiable information could inhibit market acceptance of our solutions. In addition, third party vendors that we engage to perform services for us may unintentionally release personally identifiable information or otherwise fail to comply with applicable laws and regulations. The occurrence of any of these events could have an adverse effect on our business, financial position, and results of operations.

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We May Not Be Able to Respond to Rapid Technological Changes.

The market for business support solutions, such as customer care and billing solutions, is characterized by rapid changes in technology and is highly competitive with respect to the need for timely product innovations and new product introductions. As a result, we believe that our future success in sustaining and growing our revenues depends upon: (i) our ability to continuously adapt, modify, maintain, and operate our solutions to address the increasingly complex and evolving needs of our clients, without sacrificing the reliability or quality of the solutions; (ii) the integration of the Intec assets and its widely distributed, complex worldwide operations; and (iii) the integration of other acquired technologies such as rating, wholesale billing, and data analytics, as well as creating an integrated suite of customer care and billing solutions, which are portable to new verticals such as utilities, financial services, and content distribution. In addition, the market is demanding that our solutions have greater architectural flexibility and interoperability, and that we are able to meet the demands for technological advancements to our solutions at a greater pace. Attempts to meet these demands subjects our R&D efforts to greater risks.

As a result, substantial R&D will be required to maintain the competitiveness of our solutions in the market. Technical problems may arise in developing, maintaining and operating our solutions as the complexities are increased. Development projects can be lengthy and costly, and may be subject to changing requirements, programming difficulties, a shortage of qualified personnel, and/or unforeseen factors which can result in delays. In addition, we may be responsible for the implementation of new solutions and/or the migration of clients to new solutions, and depending upon the specific solution, we may also be responsible for operations of the solution.

There is an inherent risk in the successful development, implementation, migration, and operation of our solutions as the technological complexities, and the pace at which we must deliver these solutions to market, continue to increase. The risk of making an error that causes significant operational disruption to a client, or results in incorrect customer or vendor billing calculations we perform on behalf of our clients, increases proportionately with the frequency and complexity of changes to our solutions and new delivery models. There can be no assurance: (i) of continued market acceptance of our solutions; (ii) that we will be successful in the development of enhancements or new solutions that respond to technological advances or changing client needs at the pace the market demands; or (iii) that we will be successful in supporting the implementation, migration and/or operations of enhancements or new solutions.

Our International Operations Subject Us to Additional Risks.

We currently conduct a portion of our business outside the U.S. We are subject to certain risks associated with operating internationally including the following items:

• Product development not meeting local requirements;

• Fluctuations in foreign currency exchange rates for which a natural or purchased hedge does not exist or is ineffective;

• Staffing and managing foreign operations;

• Longer sales cycles for new contracts;

• Longer collection cycles for client billings or accounts receivable, as well as heightened client collection risks, especially in countries with highly inflationary economies and/or with restrictions on the movement of cash out of the country;

• Trade barriers;

• U.S. government sanctions;

• Complying with varied legal and regulatory requirements across jurisdictions;

• Reduced protection for intellectual property rights in some countries;

• Inability to recover value added taxes and/or goods and services taxes in foreign jurisdictions;

• Political instability and threats of terrorism; and

• A potential adverse impact to our overall effective income tax rate resulting from, among other things:

• Operations in foreign countries with higher tax rates than the U.S.;

• The inability to utilize certain foreign tax credits; and

• The inability to utilize some or all of losses generated in one or more foreign countries.

One or more of these factors could have a material adverse effect on our international operations, which could adversely impact our results of operations and financial position.

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Our International Operations Require Us To Comply With Applicable U.S. and International Laws and Regulations.

Doing business on a world-wide basis requires our company and its subsidiaries to comply with the laws and the regulations of the U.S. government and various international jurisdictions. These regulations place restrictions on our operations, trade practices and trade partners. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations such as the Foreign Corrupt Practices Act (“FCPA”), the U.K. Anti-Bribery Act and economic sanction programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”).

The FCPA prohibits us from providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business. In addition, the FCPA imposes accounting standards and requirements on publicly traded U.S. corporations and their foreign affiliates, which are intended to prevent the diversion of corporate funds to the payment of bribes and other improper payments, and to prevent the establishment of “off books” slush funds from which such improper payment can be made. As part of our business, we regularly deal with state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. In addition, some of the international locations in which we operate lack a developed legal system and have higher than normal levels of corruption. We inform our personnel and third-party sales representatives of the requirements of the FCPA and other anticorruption laws, including, but not limited to their reporting requirements. We have also developed and will continue to develop and implement systems for formalizing contracting processes, performing due diligence on agents and improving our recordkeeping and auditing practices regarding these regulations. However, there is no guarantee that our employees, third-party sales representatives or other agents have not or will not engage in conduct undetected by our processes and for which we might be held responsible under the FCPA or other anticorruption laws.

Economic sanctions programs restrict our business dealings with certain countries and individuals. From time to time, certain of our foreign subsidiaries have had limited business dealings with entities in jurisdictions subject to OFAC-administered sanctions. These business dealings, which represent an insignificant amount of our consolidated revenues (less than 1%) and income, generally consist of software licenses and related services. As a result of the above activities, we are exposed to a heightened risk of violating anti-corruption laws and OFAC regulations. Violations of these laws and regulations are punishable by civil penalties, including fines, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment.

We have received an administrative subpoena from OFAC dated February 27, 2012, requesting documents and information related to the possibility of direct or indirect transactions with or to a jurisdiction subject to various restrictions and/or prohibitions. We have conducted an internal review to identify transactions by us involving the subject matter of the subpoena as well as with any other sanctioned or embargoed entity or jurisdiction. On July 13, 2012, we delivered to OFAC a response to the administrative subpoena. We cannot predict the ultimate outcome of this matter, the total costs to be incurred in response to this subpoena, the potential impact on our personnel, or the effect of implementing any further measures that may be necessary to ensure compliance with U.S. sanctions regulations. We believe there is a likelihood that a loss may be realized, but that no reasonable estimate of the loss can be made. On July 13, 2012, we submitted an initial voluntary disclosure to OFAC relating to certain business dealings in another sanctioned/embargoed country. These business dealings likewise represent an insignificant amount of our consolidated revenues and income, and the business dealings generally consist of a software license and related services. We cannot predict the ultimate outcome of this voluntary disclosure or the total costs which may be involved. We believe there is a likelihood that a loss may be realized related to this voluntary disclosure, but that no reasonable estimate of the loss can be made.

Our Use of Open Source Software May Subject Us to Certain Intellectual Property-Related Claims or Require Us to Re-Engineer Our Software, Which Could Harm Our Business.

We use open source software in connection with our solutions, processes, and technology. Companies that use or incorporate open source software into their products have, from time to time, faced claims challenging their use, ownership and/or licensing rights associated with that open source software. As a result, we could be subject to suits by parties claiming certain rights to what we believe to be open source software. Some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code in their software

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and make any derivative works of the open source code available on unfavorable terms or at no cost. In addition to risks related to license requirements, use of open source software can lead to greater risks than use of third party commercial software, as open source licensors generally do not provide warranties, support, or controls with respect to origin of the software. While we take measures to protect our use of open source software in our solutions, open source license terms may be ambiguous, and many of the risks associated with usage of open source software cannot be eliminated. If we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer our software, discontinue the sale of certain solutions in the event re-engineering cannot be accomplished on a timely basis, or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, financial position, and results of operations.

The Current Macroeconomic Environment Could Adversely Impact Our Business.

Over the past few years, major economies where we operate have experienced significant economic stress and difficulties within the financial and credit markets, to include significant fluctuations and uncertainty regarding their currencies. The timing, duration, and degree of an economic turnaround are uncertain and thus, these adverse economic conditions may continue into the foreseeable future. The possible adverse impacts to companies during these times include a reduction in revenues, decreasing profits and cash flows, distressed or default debt conditions, and/or difficulties in obtaining necessary operating capital. All companies are likely to be impacted by the current economic downturn to a certain degree, including CSG, our clients, and/or key vendors in our supply chain. There can be no assurances regarding the performance of our business, and the potential impact to our clients and key vendors, resulting from the current economic conditions.

A Reduction in Demand for Our Key Business Support Solutions Could Have a Material Adverse Effect on Our Financial Position and Results of Operations.

Historically, a substantial percentage of our total revenues have been generated from our core outsourced processing product, ACP, and related solutions. These solutions are expected to continue to provide a large percentage of our total revenues in the foreseeable future. Any significant reduction in demand for ACP and related solutions could have a material adverse effect on our financial position and results of operations. Likewise, a large percentage of revenues derived from the Intec business have been derived from wholesale billing, retail billing and mediation products which are typically associated with large implementation projects. A sudden downward shift in demand for these products or for our professional services engagements for these products could have a material adverse effect on our financial position and results of operations.

We May Not Be Able to Efficiently and Effectively Implement New Solutions or Convert Clients onto Our Solutions.

Our continued growth plans include the implementation of new solutions, as well as converting both new and existing clients to our solutions. Such implementations or conversions, whether they involve new solutions or new customers, have become increasingly more difficult because of the sophistication, complexity, and interdependencies of the various computing and network environments impacted, combined with the increasing complexity of the underlying business processes. In addition, the complexity of the implementation work increases when the arrangement includes additional vendors participating in the overall project, including, but not limited to, prime and subcontractor relationships with our company. For these reasons, there is a risk that we may experience delays or unexpected costs associated with a particular implementation or conversion, and our inability to complete implementation or conversion projects in an efficient and effective manner could have a material adverse effect on our results of operations.

Our Business is Dependent Upon the Economic and Market Condition of the Global Communications Industry.

Since the majority of our clients operate within the global communications industry sector, the economic state of this industry directly impacts our business. The global communications industry has undergone significant fluctuations in growth rates and capital investment cycles in the past decade. Current economic indices suggest a slow stabilization of the industry, but it is impossible to predict whether this stabilization will persist or be subject to future instability. In addition, consolidation amongst providers continues as service providers look for ways to expand their markets and increase their revenues.

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Continued consolidation, a significant retrenchment in investment by communications providers, or even a material slowing in growth (whether caused by economic, geo-political, competitive, or consolidation factors) could cause delays or cancellations of sales and services currently included in our forecasts. This could cause us to either fall short of revenue expectations or have a cost model that is misaligned with revenues, either or both of which could have a material adverse effect on operations and financial results.

We expect to continue to generate a significant portion of our future revenues from our North American cable and satellite operators. These clients operate in a highly competitive environment. Competitors range from traditional wireline and wireless providers to new entrants like new content aggregators such as Hulu, YouTube, and Netflix. Should these competitors be successful in their video strategies, it could threaten our clients’ market share, and thus our source of revenues, as generally speaking these companies do not use our core solutions and there can be no assurance that new entrants will become our clients. In addition, demand for spectrum, network bandwidth and content continues to increase and any changes in the regulatory environment could have a significant impact to not only our clients’ businesses, but in our ability to help our clients be successful.

We Face Significant Competition in Our Industry.

The market for our solutions is highly competitive. We directly compete with both independent providers and in-house solutions developed by existing and potential clients. In addition, some independent providers are entering into strategic alliances with other independent providers, resulting in either new competitors, or competitors with greater resources. Many of our current and potential competitors have significantly greater financial, marketing, technical, and other competitive resources than our company, many with significant and well-established domestic and international operations. There can be no assurance that we will be able to compete successfully with our existing competitors or with new competitors.

Failure to Protect Our Intellectual Property Rights or Claims by Others That We Infringe Their Intellectual Property Rights Could Substantially Harm Our Business, Financial Position and Results of Operations.

We rely on a combination of trade secret, copyright, trademark, and patent laws in the U.S. and similar laws in other countries, and non-disclosure, confidentiality, and other types of contractual arrangements to establish, maintain, and enforce our intellectual property rights in our solutions. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented, or misappropriated. Further, our contractual arrangements may not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure of our confidential information. Others may independently discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such parties. Costly and time consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position. In addition, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the U.S. Therefore, in certain jurisdictions, we may be unable to protect our proprietary technology adequately against unauthorized third party copying or use, which could adversely affect our competitive position.

Although we hold a limited number of patents and patent applications on some of our newer solutions, we do not rely upon patents as a primary means of protecting our rights in our intellectual property. In any event, there can be no assurance that our patent applications will be approved, that any issued patents will adequately protect our intellectual property, or that such patents will not be challenged by third parties. Also, much of our business and many of our solutions rely on key technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties at all or on reasonable terms.

Finally, third parties may claim that we, our customers, licensees or other parties indemnified by us are infringing upon their intellectual property rights. Even if we believe that such claims are without merit, they can be time consuming and costly to defend and distract management’s and technical staff’s attention and resources. Claims of intellectual property infringement also might require us to redesign affected solutions, enter into costly settlement or license agreements or pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our solutions. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable to uphold its contractual obligations. If we cannot or do not license the infringed technology on reasonable pricing terms or at all, or substitute similar

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technology from another source, our business, financial position, and results of operations could be adversely impacted. Our failure to adequately establish, maintain, and protect our intellectual property rights could have a material adverse impact on our business, financial position, and results of operations.

Client Bankruptcies Could Adversely Affect Our Business.

In the past, certain of our clients have filed for bankruptcy protection. As a result of the current economic conditions and the additional financial stress this may place on companies, the risk of client bankruptcies is heightened. Companies involved in bankruptcy proceedings pose greater financial risks to us, consisting principally of the following: (i) a financial loss related to possible claims of preferential payments for certain amounts paid to us prior to the bankruptcy filing date, as well as increased risk of collection for accounts receivable, particularly those accounts receivable that relate to periods prior to the bankruptcy filing date; and/or (ii) the possibility of a contract being unilaterally rejected as part of the bankruptcy proceedings, or a client in bankruptcy may attempt to renegotiate more favorable terms as a result of their deteriorated financial condition, thus, negatively impacting our rights to future revenues subsequent to the bankruptcy filing. We consider these risks in assessing our revenue recognition and our ability to collect accounts receivable related to our clients that have filed for bankruptcy protection, and for those clients that are seriously threatened with a possible bankruptcy filing. We establish accounting reserves for our estimated exposure on these items which can materially impact the results of our operations in the period such reserves are established. There can be no assurance that our accounting reserves related to this exposure will be adequate. Should any of the factors considered in determining the adequacy of the overall reserves change adversely, an adjustment to the accounting reserves may be necessary. Because of the potential significance of this exposure, such an adjustment could be material.

We May Incur Material Restructuring Charges in the Future.

In the past, we have recorded restructuring charges related to involuntary employee terminations, various facility abandonments, and various other restructuring activities. We continually evaluate ways to reduce our operating expenses through new restructuring opportunities, including more effective utilization of our assets, workforce, and operating facilities. As a result, there is a risk, which is increased during economic downturns and with expanded global operations, that we may incur material restructuring charges in the future.

Substantial Impairment of Goodwill and Other Long-lived Assets in the Future May Be Possible.

As a result of various acquisitions and the growth of our company over the last several years, we have approximately $220 million of goodwill, and $154 million of long-lived assets other than goodwill (principally, property and equipment, software, and client contracts). These long-lived assets are subject to ongoing assessment of possible impairment summarized as follows:

• Goodwill is required to be tested for impairment on an annual basis. We have elected to do our annual test for possible impairment as of July 31 of each year. In addition to this annual requirement, goodwill is required to be evaluated for possible impairment on a periodic basis (e.g., quarterly) if events occur or circumstances change that could indicate a possible impairment may have occurred.

• Long-lived assets other than goodwill are required to be evaluated for possible impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

We utilize our market capitalization and/or cash flow models as the primary basis to estimate the fair value amounts used in our goodwill and other long-lived asset impairment valuations. If an impairment was to be recorded in the future, it would likely materially impact our results of operations in the period such impairment is recognized, but such an impairment charge would be a non-cash expense, and therefore would have no impact on our cash flows.

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Failure to Attract and Retain Our Key Management and Other Highly Skilled Personnel Could Have a Material Adverse Effect on Our Business.

Our future success depends in large part on the continued service of our key management, sales, product development, professional services, and operational personnel. We believe that our future success also depends on our ability to attract and retain highly skilled technical, managerial, operational, and marketing personnel, including, in particular, personnel in the areas of R&D, professional services, and technical support. Competition for qualified personnel at times can be intense, particularly in the areas of R&D, conversions, software implementations, and technical support. This risk is heightened with a widely dispersed customer base and employee populations. For these reasons, we may not be successful in attracting and retaining the personnel we require, which could have a material adverse effect on our ability to meet our commitments and new product delivery objectives.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information with respect to purchases of company common stock made during the second quarter of 2012 by CSG Systems International, Inc. or any “affiliated purchaser” of CSG Systems International, Inc., as defined in Rule 10b-18(a)(3) under the Exchange Act.

Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs
April 1 – April 30		136,791	$	14.65		135,615		2,990,981
May 1 – May 31		99,142		16.34		99,000		2,891,891
June 1 – June 30		110,889		16.60		110,500		2,781,481
Total		346,822	$	15.76		345,115

(1) The total number of shares purchased that are not part of the Stock Repurchase Program represents shares purchased and cancelled in connection with stock incentive plans.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

The Exhibits filed or incorporated by reference herewith are as specified in the Exhibit Index.

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SIGNATURES

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

Dated: August 8, 2012

CSG SYSTEMS INTERNATIONAL, INC.

/s/ Peter E. Kalan

Peter E. Kalan

Chief Executive Officer and President

(Principal Executive Officer)

/s/ Randy R. Wiese

Randy R. Wiese

Executive Vice President, Chief Financial Officer, and Chief Accounting Officer

(Principal Financial Officer and Principal Accounting Officer)

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CSG SYSTEMS INTERNATIONAL, INC.

INDEX TO EXHIBITS

Exhibit Number	Description
10.21D*	Eighth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.21E*	Ninth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.21F*	Tenth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.21G*	Eleventh Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.21H*	Twelfth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.23I*	Sixteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Dish Network L.L.C.
10.23O*	Twenty-second Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Dish Network L.L.C.
10.23P*	Twenty-third Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Dish Network L.L.C.
10.23Q*	Twenty-fourth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Dish Network L.L.C.
10.24G*	Fifty-seventh Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.
10.24H*	Sixty-first Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.
31.01	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* Portions of the exhibit have been omitted pursuant to an application for confidential treatment, and the omitted portions have been filed separately with the Commission.

** 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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EX-10.21(D)

EXHIBIT 10.21D

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

EIGHTH AMENDMENT

TO THE

RESTATED AND AMENDED

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC

This EIGHTH AMENDMENT (the “Amendment”) is made by and between CSG Systems, Inc. (“CSG”) and Comcast Cable Communications Management, LLC (“Customer”). The Effective Date of this Amendment is the date last signed below. CSG and Customer entered into a certain Restated and Amended CSG Master Subscriber Management System Agreement (CSG document #2296663) dated July 1, 2008 (the “Agreement”) and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following as of the Effective Date:

1. Intelligent Business Reporting:

(a) Customer desires to use CSG’s Intelligent Business Reporting (“IBR”) service. As a result, Schedule C of the Agreement, entitled “Recurring Services” is amended by adding the following:

“Intelligent Business Reporting”

(b) Schedule C, entitled “Recurring Services” of the Agreement shall be amended by adding Exhibit C-13 which is attached hereto and incorporated by this reference.

(c) The following processes shall be used to deploy IBR, add/change IBR components, and discontinue IBR components.

(i) Initial Implementation. The initial implementation of IBR shall be defined in a statement of work (“SOW”). The SOW shall specify: (i) the scope of the initial deployment including the number of users for Pilot and GA environments if applicable, and the number and description of the InfoCast Web Reports, InfoCast Alerts, Interactive Reports, or InfoCast files to be deployed; and (ii) pricing for implementation, along with mutually agreeable schedule and project milestones.

(ii) Additional IBR Subscriptions. Additional report /alert subscriptions shall be identified and defined in a statement of work consistent with the content defined in 2(a) of this Amendment.

(iii) Additional IBR Users. Customer requests additional IBR Users through an approved Service Request Form (“SRF”).

(iv) Administrative Changes. Customer may from time to time request CSG to delete or otherwise modify IBR Users, or modify execution schedules for InfoCast Reports, Alerts or Files. Such requests are documented through an SRF, allowing three (3) business days for completion. Each such change shall be a “User Administration Change.”

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

(v) Technical Services. Customer may request technical services from CSG for development or enhancement of reports, alerts, or InfoCast Files. Customer may also request other data activities required to meet Customer’s specific requirements pursuant to a letter of authorization (“LOA”) or SOW to commence services. Customer shall have no right or claim to any software, logic, or documentation arising from CSG’s delivery of such technical services.

(vi) Discontinuing IBR Components. Customer may discontinue one or more IBR components through an approved SRF received by CSG no less than ***** (**) **** prior to the requested date for discontinuance.

(vii) As a result of the addition of IBR, Schedule F, “Fees,” section entitled “CSG SERVICES,” Section I entitled “Processing,” by adding a new subsection H entitled “CSG Intelligent Business Reporting (“IBR”)” as follows which shall include the following fees effective for services rendered after ******* *, ****:

H. CSG Intelligent Business Reporting (IBR) (Note 1)

Description of Item/Unit of Measure	Frequency	Fee
1.      InfoCast Web Reports/InfoCast Alerts (******* $***.** *** *****, ***** ** *** ********* **** ******* **** *** ****** *********** ****) (Note 2)
a.      User License (per Named User) (Note 3)	*******	$	*.**
b.      Report Maintenance
—      Basic Reports (*** ******/*** ******* ******) (Note 4)	*******	$	**.**
—      Advanced Reports (*** ******/ *** ******* ******) (Note 4)	*******	$	***.**
c.      InfoCast Alerts (*** ********* ********* *** ******* ******) (Note 5)	******* *** ********* *********	$	*.**
d.      Implementation (*** ******* ******)	*** *******	$	*,***
2.      InfoCast Files
a.      File Maintenance Fee (*** ****/*** ******* ******)	*******	$	***
b.      File Maintenance Corporate Fee (*** **** *** ********* ******** *** *** ******** ******* *******) (Note 6)	*******	$	***
c.      Implementation (*** ******* ******)	*** *******		*****
d.      Restoration Fee	*** **********	$	***
3.      Interactive Reports (******* ** $*,*** *** *****, ***** ** *** ********* **** ******** *** *********** ****** ****)
a.      User License (*** ***** ****) (Note 3)	*******	$	**.**
b.      Interactive Reports (*** ***** ****)	*******	$	**
c.      Implementation (*** ******* ******)	*** *******	$	**,***.**

Note 1: *** ******* ****. **** ***** CSG will invoice Customer for its *** ******** ***** ** *** ****** ** *** ***** *** ************* ********** ** *** *** ******* ** ** *** ******-***** (****) *** ** **** ******** *****, ** *** ***** ******** ** *** ***** *****. ********’* ******* **** *** *** ******** **** **** ******* ******* **** *** ******** *******, *** **** ** *** ****** ****** ******* ** *** ******-***** (****) *** ** *** ***** ******* *** ******** ********* ********* ** **** * (*****), *** **** *** **** ************** ******* **** *** ******-****** (****) *** ** *** ******** ***** ******* *** ******-***** (****) *** ** *** ******* *****, ** *** ****** *** ****** ** **** ************** ******* ******* *** ******* *********, ******** ** **** * (*****).

Note 2: ******-**** (**) ********* ** ******* *** ********. *********** ***** ***** ***** *** ******* ** ****** ** ******-**** (**) *********.

Note 3: ******* (**) **** ************** ******* *** ***** (**** *** ******-****** (****) *** ** *** ******** ***** ** *** ******-***** (****) *** ** *** ******* *****) *** ********. **** ************** ******* **** ** ** *** **** ** ***.** *** ********** *** **** ************** ******* ** ****** ** ******* (**) *** *****.

Note 4: ***** ** ** *********** *** ** $**.** *** ***** *** ******** *******.

Note 5: ** ******* ** *** ******* ********* ********** ** ******** ******: ******** ******* ** **** *** ******** ** ***** ** ***** *** ******* ******** ** * ********* ********* * *** ** ****** * ************. *** ****** ** ********* ********** ***** ** */***. *** ******* ******* ******** ** *** ******** **** ** ***** ** *** ****** ** ********* ****** *** * ***** ******* ******.

Note 6: * ****** ** ******* ** * ********** ** ******** ******** ************ * ****** *** ********* ********. ********** ******* ***** ** ******* ********** ** *** ********* ** **** ********* **** ******* ********** **** ** ********* ** * ********* ** ****(*).

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

(d) IBR Bundle. Customer may choose to participate in an ********* ***** (“IBR Bundle”) ** ********* ********’* *** ** *** *** *******.

The IBR Bundle shall include:

• ** ** ** *** ***** *** Vantage Schema

• Includes an aggregation of InfoCast and Interactive Users

• ** ** ** *********** ******* *** Vantage Schema

• ** ** ** ******** ******* *** Vantage Schema

• **** ****** ** ******** ** ** ** ** *** ** ******* *** ******** ******* *** ******* ******

• *** ***** **** ********* ** ** *** ***** ** *** *********** *** **** *** *** ******* ***** (*) ***** *** **** ************* *** ****** (******). ***** *** ***** *** ** ** **** *********** *** *** ****** *********** *** ***** ** ************* ***** *** ****** ** ***** ****** *,*** ****** *** ****** *********** ***** *** *** ********’* ****** **********.

For each participating market, CSG will provide the IBR Bundle for the lesser of the Term of the Agreement or initial ***** (*) ***** of subscription to the IBR Bundle (“*** ********* *********** ******”). Upon the conclusion of the initial subscription period, ******** **** ****** **** ** ******* ******* ** ******** *.

For the IBR Bundle, *** ***** ****’* ************ ** ***,*** *** ******* ****** (******); ******** ** * ******* ****** *** ** ***,*** *** ******* ****** (******) *** **** ********* **** **********. ** *** ***** **** *** ****** ****** ** ********* ** ******* ***/** ***** ** ****** ** **** ** ******** ** *** *** ******, the additional fees as documented in Schedule F of the Agreement as amended will apply.

2. Change in Report File Delivery for CSG Production Reports Versus CD ROM

Customer has previously provided a Service Request Form to CSG to discontinue the delivery of CD ROM/DVD for report archives for all markets. In exchange, CSG provided a file transfer protocol for all markets’ production reports to the Customer’s third party vendor of choice for report archival. **** ****** *** *** ***** *****.

Pursuant to this Amendment, CSG and Customer formally agree that CSG will no longer create and/or deliver physical CD Rom/DVD for Customer’s production reports, and is no longer obligated to retain and distribute CD Rom/DVDs produced prior to effective date of this Amendment. Instead, CSG will continue to deliver report files to *** ***** ***** on behalf of the Customer. In the event that Customer chooses to direct report files to an alternative third party vendor of its choice, or elects to use a CSG web reporting application for report archiving, Customer will provide CSG with ****** (**) **** notice prior to the desired project implementation via a Service Request Form.

The parties agree that CSG will retain no less than *** (*) and no more than ***** (*) ****** of production report data to support Customer’s business. Should CSG have need to access report data no longer retained by CSG and then make this need known to Customer, Customer shall access applicable reports from Customer’s chosen third party vendor and make such reports available to CSG in a timely manner. If Customer requests CSG to retain data for a longer period of time, Customer agrees that it shall do so via a written request to CSG, CSG will then start the retention of production reporting data beyond the ***** (*) ******, but no more than ***** (*) ***** via CSG’s web reporting application (Vantage Plus). In such an event CSG and Customer agree that access shall be for no more than ******-**** Users and the data shall be provided in a HTML/PDF format. Should Customer desire to access any additional functionality from CSG’s Vantage Plus application, CSG and Comcast shall negotiate in good faith an amendment to the Agreement with fees.

3. As a result of the change in report file delivery as described in Section 2 above, CSG and Customer agree to amend Schedule F of the Agreement by deleting bullet 6 of subsection B entitled “Listing of Products and Services included in the BSC,” of the section entitled “CSG Services, Section I, Processing” and replacing with the paragraph below.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

For clarification purposes, the following sixth bullet item of subsection B is being added pursuant to this Amendment:

• Direct reports via FTP. CSG shall provide direct reports to Customer’s chosen third party vendor via file transfer protocol (“FTP”). ******** ** *** *** ** *** *** ********* ********* ****** ****** ***** ** **** *** ***** ***** ******. In providing such service, CSG will also retain no less than *** (*) and no more than ***** (*) ****** of production report data to support Customer’s business for internal research purposes.

In the event Customer chooses to use CSG’s Vantage Plus application for archiving instead of a third party vendor, CSG will provide basic archival services to Customer with the parameters defined in Section 2. Refer to Section 2 entitled “Change in Report File Delivery for CSG Production Reports Versus CD ROM” in the 8th Amendment (CSG document number 2303442) for the manner in which fees shall be determined in relation to associated with Direct reports via FTP that will be billed separately

For clarification purposes, the following sixth bullet item of subsection B is being deleted pursuant to this Amendment:

• Original CD or DVD archival for reports. Only *** ******** **** ** *** *** ******** ******** *******, ****** ** ** ***, *** **** ******** ** *** ***. In the event that Customer is utilizing more than one archival medium, CSG will bill Customer CSG’s then current rate for the additional archival medium that are being utilized. Refer to Section I.D.4 under CSG SERVICES for the fees associated with duplicate CD and DVD copies that will be billed separately. CDs and DVDs for reports have search/find capabilities. The Parties acknowledge that such capabilities currently exist for reports as of the Effective Date.

4. Amendment to Statement of Work Templates in Agreement

Customer desires to amend the Statement of Work Templates in the Agreement to remove the Service Type section. Therefore, CSG and Customer hereby agree to amend Exhibits E-5 and E-6 of the Agreement to remove the Service Type section from the Statement of Work templates pursuant to the attached Exhibits E-5 and E-6.

5. Customer desires to use, and CSG agrees to provide Customer, access to CSG’s Customer Value Optional Table in CSG Vantage®, access to CSG’s UDF Cards 1-143 Vantage Optional Table in CSG Vantage®, and access to CSG’s Total Service Code Statistics Optional Table in CSG Vantage®.

(a) As a result, Schedule C of the Agreement, entitled “RECURRING SERVICES,” is amended by adding the following:

Customer Value Optional Table in CSG Vantage®

CSG’s UDF Cards 1-143 Vantage Optional Table

Total Service Code Statistics Optional Table in CSG Vantage®

(b) Schedule C, entitled “Recurring Services” of the Agreement, shall be amended by adding Exhibits C-14, C-15 and C-16 which are attached hereto and incorporated by this reference.

(c) Schedule F, “Fees,” section entitled “CSG SERVICES,” Section I entitled “Processing,” is amended by adding a new subsection I entitled “CSG Vantage setup and database modifications and other services,” as follows:

I. CSG Vantage setup and database modifications and other services

Description of Item/Unit of Measure	Frequency	Fee
1.      Customer Value Vantage Optional Table (Note 1)
a)      Setup (*** ******* ******)	***-****	$	**,***.****
b)      Support Fee (*** ***)	*******	$	**.****
2.      UDF Cards 1-143 Vantage Optional Table
a)      Setup (*** ******* ******)	***-****	$	**,***.****
3.      Total Service Code Statistics Optional Table Optional Table (Note 2)
a)      Setup (*** ******* ******)	***-****	$	**,***.****
b)      Support Fee (*** ***) (Note 2)	*******	$	**.****

Note 1: **** *** ***** ** *** *** ******* ******.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Note 2: ******* **** ** ****** ** ** **** *******. ** ******** ******** ********* ****** ** ****, *** ******* *** **** *****.

(d) CSG and Customer agree that the ******** ***** ******** ***** ** *** ******* ** ******* ** *** **** ******** *** ******** *** *** ******* *********** ********* *** ******** ** *** ***** ** ******** * ** *** *********. ** ******** ******** *** *** ***** **** ** *** ****** ** *** *** *** ******* ******* ** *********** ******** **** ** ******** **** **** *** ****** ********** ** *** ****** ** ***** ******* ******** ** ************

6. If Customer executes this Amendment prior to or on **** **, ****, from the Effective Date of this Amendment through ******** **, ****, for Markets that desire to use the Customer Value Vantage Optional Table, UDF Cards 1-143 Optional Table and Total Service Code Statistics Optional Table, as listed in Section 5 above, *** ***** ******* *** ***** *** $*,***.** (*** *****, *** ******* ******). Beginning ******* *, **** and through the remaining Term of the Agreement the setup listed in Sections 5(c) above shall apply.

7. CSG Vantage® User IDs

(a) CSG’s licensing model with its third party vendor for the sale of ****** ******** has changed so that CSG no longer sublicenses ****** ******** to its customers. This change does not impact the services, fees or functional availability for CSG or Customer. CSG and Customer agree that all ****** ******** sublicensed by CSG to Customer as of the Effective Date of this Amendment shall be ********* for * **** ****** ** Vantage User IDs. A Vantage User ID provides Customer with access to the necessary interfaces, infrastructure and functionality to access Vantage.

(b) Schedule F, “Fees,” section entitled “CSG SERVICES,” Section I.I entitled “CSG Vantage setup and database modifications and other services” is modified by adding the following thereto:

Description of Item/Unit of Measure	Frequency	Fee
4.      CSG Vantage User IDs
a)      Vantage User ID (*** **** **/*** *******) (Note 1 - 2)	*** *******	$	***.**
b)      Vantage User Maintenance (*** **** **/*** *******)	********	$	***.**

Note 1: ******** ******** ** ***** ***** ******** ******** ** ****** *** ******* ********.

Note 2: * ******* **** ** *** ******* *** (*) ** ******** ********. *** *******, * *** (**) ******* ******* **** ** *** ****** ** ** *** (**) ******* ************** ***** * ****** ******* **** **.

8. CSG Vantage® Support Services. As a result of the addition of the new CSG Vantage® Services pursuant to this Amendment, Schedule H, entitled “SUPPORT SERVICES FOR THE PRODUCTS,” Subsection III. entitled “CSG Vantage Support Services (which for purposes of this subsection shall include VNRT),” Subsection entitled “Optional Services for Vantage” shall be amended to add the following:

13. Customer Value Optional Table in CSG Vantage®

14. CSG’s UDF Cards 1-143 Vantage Optional Table

15. Total Service Code Statistics Optional Table in CSG Vantage®

9. All fees provided in this Amendment are subject to increase as provided in Section 5.4 entitled “Adjustment to Fees.” of the Agreement, unless specifically stated otherwise in this Amendment.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Andrew Barr	By:	/s/ Joseph T. Ruble
Name:	Andrew Barr	Name:	Joe Ruble
Title:	SVP & CIO	Title:	EVP-General Counsel
Date:	8/2/2011	Date:	8-4-11

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Exhibit C-13

Intelligent Business Reporting

(a) IBR Service Description. IBR is a business intelligence service offering that provides Customer with access to information from the CSG Vantage® data store. The IBR application provides information through (i) Interactive Reports, (ii) InfoCast Web Reports, (iii) InfoCast Alerts, and (iv) InfoCast Files, as defined below.

Interactive Reports

Interactive Reports are pre-defined, web-based reporting templates and/or dashboards hosted by CSG. An Interactive Report allows each Customer-designated user to customize a pre-defined report through such user’s selection of filtering parameters and sorting options. The user also can view the output in HTML or in formats that can be downloaded to the user’s desktop (e.g., Excel or PDF). To the extent that “drill-down” capabilities are available in selected reports, the user has the ability to isolate particular records of interest. Parameter selections made by a user can be stored by the user for subsequent reuse.

InfoCast Web Reports

InfoCast Web Reports are scheduled reports that are delivered to a report library hosted by CSG, and retained in the library on behalf of Customer based on Customer-provided configurable retention parameters. Default storage settings are ***** (*) **** *** *****, ******** (**) **** *** ******, *** ******-*** (**) **** *** ******* *******. Customer-designated users access the InfoCast Web Reports through a web interface. InfoCast Web Reports can be burst for multiple Customer-designated users based on Customer-designated criteria established in the report (e.g., by sales rep) and an email notification can be sent to the report recipient to advise that a selected InfoCast Web Report is available in the library. Customer may be subject to additional charges if the storage space required to retain InfoCast Web Reports on behalf of Customer exceeds the allotted storage defined in Schedule F of the Agreement (as amended by this Amendment).

Two levels of InfoCast Web Reports are available to Customer, based on Customer’s requested level of ongoing support.

• Advanced Reports are developed and maintained by CSG through software release changes.

• Basic Reports are typically less complex than Advanced Reports and may also be developed to meet a Customer-specific need. Customer may provide CSG with the reporting logic (e.g., SQL statements) for a Basic Report or choose to have CSG author the reporting logic. Customer is responsible for engaging CSG through a technical services agreement to enhance or modify an existing Basic Report if/when the underlying Vantage objects change.

Both Basic and Advanced Reports can be scheduled to run intraday, daily, weekly, monthly, or at Customer-specified intervals. The standard lead time for development of Basic Reports is ***** (*) ******** **** *** ****** (**) ******** **** for Advanced Reports. Each format (Excel, HTML, AHTML, PDF) represents an InfoCast Web Report.

InfoCast Alerts

InfoCast Alerts are email alerts created when certain conditions are recognized in the Vantage data (e.g., **** **** *** (**) ******* **** **** created for the same headend on a given day). InfoCast Alerts can be scheduled to run intraday, daily, weekly, monthly, or at Customer-specified intervals. Each execution of the application logic is considered an application execution for the purposes of billing.

InfoCast Files

InfoCast Files are scheduled applications that create data extracts which are compressed, (if necessary) encrypted, and sent to an FTP directory maintained by CSG on behalf of Customer (“InfoCast Pick Up

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Site”). CSG authors the logic to create the report files from Vantage data and enhances or modifies the logic in the event the Vantage data objects change. InfoCast Files applications can be scheduled to run intraday, daily, weekly, monthly, or at specific intervals. Customer accesses the InfoCast Pick Up Site to retrieve the extracted data. CSG maintains the extracted data on the InfoCast Pick Up Site until the earlier of pick up by Customer or *******-*** (**) *****. CSG also maintains a backup copy of each extracted dataset for *** ******* ****** (***) *****. At Customer’s request, CSG will restore a backup copy of an extracted dataset to the InfoCast Pick Up Site. See Schedule F in the Agreement for applicable service fee per restoration.

(b) IBR Users. Customer designates users that will be granted access to IBR as named users (“IBR Users”). “Interactive Users” are IBR Users with access to one or more Interactive Reports. “InfoCast Users” are IBR Users with access to one or more InfoCast Reports or InfoCast Alerts.

(c) Subscriptions. Customer “subscribes” to an Interactive Report, an InfoCast Report (Basic or Advanced), or an InfoCast Alert by requesting that CSG make the selected report or alert accessible to one or more IBR Users, and/or will “subscribe” to an InfoCast File by requesting that CSG develop and schedule delivery of a data extract from a Vantage schema to the InfoCast Pick Up Site. Each such selection is a “Subscription.”

(d) Sensitive Data. Customer and CSG agree that only upon specific instruction from Customer and through Statement Of Works, will CSG distribute reports with fields reserved for sensitive data including Credit Card Number, EFT account information, Social Security Number, and Driver’s License. In the event Customer requests CSG to provide such reports, additional fees may apply.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Exhibit C-14

Customer Value Optional Table in CSG Vantage®

Customer Value Optional Table in CSG Vantage®. Customer shall have access to CSG’s Customer Value Optional Table in CSG Vantage. The Customer Value Optional Table in CSG Vantage provides Customer with the ability to query the monthly recurring value associated with its customers, accounts, and services. This feature in CSG Vantage allows Customer to query *** (*) ****** of historical item value records once history has been built, as well as forecasting the monthly recurring value of items up to ******** (**) ****** into the future. Implementation services and lead times will be set forth in a mutually agreeable Statement of Work.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Exhibit C-15

UDF Cards 1-143 Vantage Optional Table in CSG Vantage®

UDF Cards 1-143 Vantage Optional Table in CSG Vantage® Customer shall have access to CSG’s current UDF Cards 1-143 Vantage Optional Table in CSG Vantage. The current UDF Cards 1-143 Vantage Optional Table in CSG Vantage provides Customer ad hoc reporting capabilities against User Data File settings defined on cards 1- 143. Implementation services and lead times will be set forth in a mutually agreeable Statement of Work.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Exhibit C-16

Total Service Code Statistics Optional Table in CSG Vantage®

Total Service Code Statistics Optional Table in CSG Vantage®. Customer shall have access to CSG’s Total Service Code Statistics Optional Table in CSG Vantage. The Total Service Code Statistics Optional Table in CSG Vantage provides Customer with the ability to query detailed item and order activity that can be queried and summarized to reconcile to the CPPM-504 Total Service Code statistics report. Implementation services and lead times will be set forth in a mutually agreeable Statement of Work.”

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

“CSG Internal Use Only”

Project #:

PRO # / Passer #:

Billing Sys Prin#:

Exhibit E-5

STATEMENT OF WORK

(Template)

THIS STATEMENT OF WORK (“SOW”) is made by and between CSG® SYSTEMS, INC. (“CSG”) and Comcast CABLE COMMUNICATIoNS Management, LLC, pursuant to, in accordance with Schedule E of the CSG Master Subscriber Management System Agreement (the “Agreement”) that CSG and Customer executed as of             , 200    , and of which this SOW forms an integral part. The Effective Date of this SOW is the date last signed below. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this SOW shall have the meaning set forth in the Agreement.

TITLE: Title [short and sweet]. Sample: Third Party Verification (“TPV”) summary report/CR 229.

DEFINITIONS: [DEFINE ALL CAPITALIZED TERMS AND ACRONYMS USED IN SOW]

OBJECTIVES: Specific Business Needs (refer to a requirements document for details) What Customer has requested.

DESCRIPTION/SCOPE OF SERVICES: Should include what CSG plans to do or what will be done.

SUPPORT PLAN/PROCEDURES: This should be what the vendor will do to meet the requirements (Vendor responsibility, timetable, staffing plan if applicable and performance criteria).

CUSTOMER RESPONSIBILITIES:

• What other obligations must Customer complete in order for CSG to meet the Timetable and Deliverables set forth in this SOW?.

LOCATION: Primary location of team. If no field visit is necessary, then N/A.

KEY TARGET MILESTONES:

Spell out: [November 1, 2003, NOT 11/1/03]

Analysis and Design Start Date:

Business Requirements Specification Completion Date:

Functional Design Completion Date:

Functional Design Review Date:

• Customer shall execute this SOW on or before             , 200     (“Scheduling Date”); should Customer fail to, at CSG’s option, this SOW may be deemed null and void in its entirety.

QUALITY METRICS: to be negotiated between CSG and Customer’s SMS Team – if none, then type N/A.

TESTING DEADLINES: to be negotiated between CSG and Customer’s SMS Team – if none, then type N/A.

PROJECT FEES: Choose Time & Materials OR Fixed Bid…Delete paragraph not used.

Project Fees tied to milestones and user acceptance and payment terms.

Time and Materials: Project Fees are based on Time and Materials basis at the rate of $         per person, per hour, plus Reimbursable Expenses (as defined in Article 5.1 of the Agreement). Reimbursable Expenses are in addition to Project Fees. CSG will invoice Customer for Reimbursable Expenses on a monthly basis, in accordance with the terms and conditions of the Agreement. ***** **** **** *** ****** *** ******* (**%) of the Estimated Total Project Fees.

Estimated Total Project Fees: $ [rate X hours]

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

OR

¨ Fixed Bid: This SOW is fixed baseline pricing based on the Description/Scope of Services, Support Plan / Procedures, Customer Responsibilities and Key Target Milestones listed herein. Customer mandated changes, variances, delays and contingencies shall result in a Change Order. Each Change Order will be scoped and priced accordingly on a Time and Materials basis between CSG and Customer. Change Orders will be billed at $         *** ******, *** ****. Customer is responsible for all Reimbursable Expenses (as defined in Article 5.1 of the Agreement) incurred by CSG or it’s affiliates on behalf of this project.

Total Project Fees: $ (excluding Change Orders)

PROJECT BILLING MILESTONES: Select one: double click the gray box then choose ‘Checked’ under Default Value. Delete the one that does not apply. ¨    Billing when complete.

¨ Billing per milestones.

Upon completion of Design:	$	0.00
Upon completion of Development:	$	0.00
Upon completion of Testing:	$	0.00
(if other, describe):	$	0.00

ADDITIONAL PROVISIONS: Double click on the gray box, then choose ‘Checked’ under Default Value to select appropriate box and add pertinent details. [CHOOSE ONE INTELLECTUAL PARAGRAPH – Revise according to “strategic” or “non-strategic” and delete other paragraph – remaining 4 points remain in document regardless of which paragraph is chosen]

¨ Intellectual Property Rights: [IF NEITHER “STRATEGIC” OR “NON-STRATEGIC”] CSG and Customer mutually agree that this SOW shall be designated as neither “strategic” nor “non-strategic,” as defined in Schedule E of the Agreement.

[OR]

¨ Intellectual Property Rights: [IF STRATEGIC OR NON-STRATEGIC, ADD FOLLOWING LANGUAGE] CSG and Customer mutually agree that this SOW shall be designated as [“strategic”] or [“non-strategic,”] as defined in Schedule E of the Agreement. CSG shall charge Customer for its development cost for this SOW as set forth in the Project Fees Section herein. As a result, Customer will have exclusive right to the Deliverables or related intellectual property (collectively the “Deliverables”) for a                 month period from the date the Deliverables are made available to Customer as set forth above; provided, however, Customer acknowledges and agrees that CSG may at its sole discretion use or make available for use by any other customer or third party the Deliverables created herein, for any purpose, without Customer’s permission; provided that CSG refund to Customer the development fees paid to CSG by Customer under this SOW.

¨ Additional Warranties and Remedies

¨ Performance Criteria

¨ Inspection and Acceptance Criteria

¨ Incentives/Penalties

¨ Additional Insurance - In addition to the insurance coverage required under the Agreement, CSG shall carry Errors and Omissions insurance providing limits of *** **** **** ********** per occurrence with endorsement evidencing coverage for contractual liability.

Termination:

In the event Customer decides to delay commencement or continuation of any services provided by CSG under this SOW, Customer agrees to provide CSG with no less than thirty (30) days’ written notice of its decision. In such case, Customer acknowledges that any such delay will have a direct financial impact to CSG and as a result Customer shall use reasonable efforts to work in good faith with CSG on a mutually agreeable plan addressing how such delay may be limited in duration and scope and how CSG will be compensated for its losses arising from such delay. Notwithstanding the foregoing, CSG reserves the right to terminate this SOW due to Customer’s notice of delay of commencement or continuation of services, in which case Customer agrees to pay CSG for any services rendered through the effective date of termination on a time and materials basis at the hourly rate provided in this SOW or in the Agreement, as applicable, which will include any wind down services leading to the effective date of termination.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Customer Billing Address: Comcast Cable Communications, Inc. 1354 Boot Road West Chester, PA 19380	CSG Payment Address: CSG Systems, Inc. P.O. Box 3366 Omaha, NE 68176-0270 (Please do not remit payment until invoiced by CSG.)
Customer Point of Contact Business Owner: Submitter’s Name: G/L Code:	CSG Point of Contact Business Owner: Project Owner: Project Number:

IN WITNESS WHEREOF, CSG and Customer cause this Statement of Work to be duly executed below.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)	CSG SYSTEMS, INC. (“CSG”)
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

CSG Internal Use Only”

Project #:

PRO # / Passer #:

Billing Sys Prin#:

EXHIBIT E-6

DESIGN STATEMENT OF WORK

This DESIGN Statement of Work (“DSOW”) is made by and between CSG SYSTEMS, INC. (“CSG”) and COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“Customer”) pursuant to, in accordance with, and as a part of Schedule E of the CSG Master Subscriber Management System Agreement that CSG and Customer executed as of March 17, 2004 (the “Agreement”) and of which this SOW forms an integral part. The Effective Date of this SOW is the date last signed below. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this SOW shall have the meaning set forth in the Agreement.

TITLE: Title [short and sweet]. Sample: Analysis and Design for Operations Provisioning Activation Link (“OPAL”) system (CR 303).

DEFINITIONS: [Define all capitalized terms and acronyms used in SOW]

OBJECTIVES: Specific Business Needs (refer to a requirements document for details). What is Customer requesting?

DESCRIPTION/SCOPE OF SERVICES:

Should include Comcast Requirements or Scope of Services from BRS or SRF.

SUPPORT PLAN/PROCEDURES:

This should be what the vendor will do to meet the requirements (Vendor responsibility, timetable, staffing plan if applicable and performance criteria).

LOCATION: Primary location of team. If no field visit necessary, then type N/A. If visit is necessary, please list locations that will be visited.

KEY TARGET MILESTONES:

Analysis and Design Start Date:

Business Requirements Specification Completion Date:

Functional Design Completion Date

Functional Design Review Date

• Customer shall execute this DSOW on or before             ; should Customer fail to, at CSG’s option, this DSOW may be deemed null and void in its entirety.

QUALITY METRICS: to be negotiated between CSG & Customer’s SMS Team – if none, then type N/A.

TESTING DEADLINES: to be negotiated between CSG & Customer’s SMS Team – if none, then type N/A.

PROJECT FEES: Choose Time & Materials OR Fixed Bid… Delete paragraph not used.

Project Fees tied to milestones and user acceptance and payment terms.

Time and Materials: Project Fees are based on Time and Materials basis at the rate of $193.71 per person, per hour, plus Reimbursable Expenses (as defined in Article 5.1 of the Agreement). Reimbursable Expenses are in addition to Project Fees. CSG will invoice Customer for Reimbursable Expenses on a monthly basis, in accordance with the terms and conditions of the Agreement. ***** **** **** *** ****** *** ******* (**%) of the Estimated Total Project Fees.

Estimated Total Project Fees: $ [Rate X            hours]

OR

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Fixed Bid: This DSOW is fixed baseline pricing based on the Scope of Services, Support Plan/Procedures, Key Target Milestones and Customer Responsibilities listed herein. Customer mandated changes, variances, delays and contingencies shall result in a Change Order. Each Change Order will be scoped and priced accordingly on a Time and Materials basis between CSG and Customer. Change Orders will be ****** ** $***.** ******, *** ****. Customer is responsible for all Reimbursable Expenses (as defined in Article 5.1 of the Agreement) incurred by CSG or its affiliates on behalf of this project.

Total Project Fees: $ (excluding Change Orders)

PROJECT BILLING MILESTONES: Select one: double click the gray box then choose ‘Checked’ under Default Value. Delete the one that does not apply.

¨ Billing when complete.

¨ Billing per milestones.

Upon completion of Design:	$	0.00
Upon completion of Development:	$	0.00
Upon completion of Testing:	$	0.00
(if other, describe):	$	0.00

CUSTOMER RESPONSIBILITIES:

• Customer must deliver a final Business Requirements Specification (“BRS”).

What other obligations must Customer complete in order for CSG to meet the Timetable and Deliverables set forth in this SOW?

ADDITIONAL PROVISIONS: Double click the gray box then choose ‘Checked’ under Default Value to select appropriate box and add pertinent details. [CHOOSE ONE INTELLECTUAL PARAGRAPH – Revise according to “strategic” or “non-strategic” and delete other paragraph – remaining 5 points remain in document regardless of which paragraph is chosen]

¨ Intellectual Property Rights: [IF NEITHER “STRATEGIC” OR “NON-STRATEGIC”] CSG and Customer mutually agree that this SOW shall be designated as neither “strategic” nor “non-strategic,” as defined in Schedule E of the Agreement.

[OR]

¨ Intellectual Property Rights: [IF STRATEGIC OR NON-STRATEGIC, ADD FOLLOWING LANGUAGE] CSG and Customer mutually agree that this SOW shall be designated as strategeic or non-strategic? as defined in Schedule E of the Agreement. CSG shall charge Customer for its development cost for this SOW as set forth in the Project Fees Section herein. As a result, Customer will have exclusive right to the Deliverables or related intellectual property (collectively the “Deliverables”) for a          month period from the date the Deliverables are made available to Customer as set forth above; provided, however, Customer acknowledges and agrees that CSG may at its sole discretion use or make available for use by any other customer or third party the Deliverables created herein, for any purpose, without Customer’s permission; provided that CSG refund to Customer the development fees paid to CSG by Customer under this SOW.

¨ Additional Warranties and Remedies

¨ Performance Criteria

¨ Inspection and Acceptance Criteria

¨ Incentives/Penalties

¨ Additional Insurance: In addition to the insurance coverage required under the Agreement, CSG shall carry Errors and Omissions insurance providing limits of *** **** **** $*,***,*** *** ********** with endorsement evidencing coverage for contractual liability.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Customer Billing Address: Comcast Cable Communications, Inc. 1354 Boot Road West Chester, PA 19380	CSG Payment Address: CSG Systems, Inc. P.O. Box 3366 Omaha, NE 68176-0270 (Please do not remit payment until invoiced by CSG.)
Customer Point of Contact Name: Business Owner: G/L Code:	CSG Point of Contact Business Owner: Project Owner: Project Number:

IN WITNESS WHEREOF, CSG and Customer cause this DSOW to be duly executed below.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC(“CUSTOMER”)	CSG SYSTEMS, INC. (“CSG”)
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

EX-10.21(E)

EXHIBIT 10.21E

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

NINTH AMENDMENT

TO THE

RESTATED AND AMENDED

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC

This NINTH AMENDMENT (the “Amendment”) is made by and between CSG Systems, Inc. (“CSG”) and Comcast Cable Communications Management, LLC (“Customer”). The Effective Date of this Amendment is the date last signed below. CSG and Customer entered into a certain Restated and Amended CSG Master Subscriber Management System Agreement (CSG document #2296663) dated July 1, 2008 (the “Agreement”) and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following as of the Effective Date:

1. CSG and Customer entered into agreements for the provision of CSG’s Desktop Solution Bundle as provided in the Agreement and for Customer’s internal use and for the provision of OWF for use by its outsourcers to support Customer’s business as identified in the Agreement. CSG and Customer are ** * ******* ********* *** ********** ** *** ** ***’* ******* ******** ****** *** *** *** ********’* *********** (“******* *******”).

2. CSG and Customer are ** * ******* ** ** ********’* *********** ** *** *********** **** *** ******** ******** ******** ********, *******, ****** *** ******* ** *** ****** ** ****,***.** (“******* *******”) *** ***** ******** *** ********’* *********** *** ******* *** *********** ** **** ** *** ***********.

3. CSG and Customer are ** * ******* ** ** *** ********* ** *** ******** ** ** ******** ** ******** *********** ******** ****** ***, ***** *** *********** ** *** ** **** **** * *** ***** *********** ** ********* **** (“*********** *******”).

4. The parties wish to ****** *** ******* *******, ******* ******* *** *********** ******* (“*******, ******* *** *********** **********”) and agree as follows:

a) *** ****** ** ***** *** ****,***.** ********** ** *** ******* ******* ** **** ** *** ********* **** ****, ***** ***** *** ******* ******** ** *** ***** *********** *********** *** ***.

b) *** ******* ***** ** ******* **** ***** **** *** ****** ********* **** *** *********** ******* as provided in Section 5 of this Amendment.

c) *** ******* ***** ** ******* **** ***** **** *** ****** ********* **** *** ******* ******* as provided in Section 5 of this Amendment.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

d) For a fee of ********** CSG agrees to grant Customer an ********** license for OWF, for Customer’s internal use which includes use by Customer’s outsourcers for Customer’s business purposes only.

e) The parties agree to amend Schedule F, Section B. entitled “CSG Desktop Solution Bundle” to add the following:

• ********** License OWF for Customer’s internal business use, which includes use by Customer’s outsourcers. This ********** license is limited to the geographic areas and Connected Subscribers currently supported by CSG’s CCS Services as of the Effective Date of this Amendment, which shall include organic growth, but excludes acquired or converted subscribers subsequent to the Effective Date of this Amendment. In the event Customer experiences growth beyond the parameters identified herein, CSG shall invoice and Customer shall pay the per seat license fee for OWF provided in the Agreement using a ratio of one (1) OWF seat per *** ********** ********* *********** in addition to any implementation fees. The maintenance fees related to the OWF ********** license is ******** ** **** ** *** **.**** *** ********* **********/*** ***** ********* ***** **** ** *** ******** *** *** *** ******* ******** ******, ******* ** ****** **********.

f) CSG shall invoice Customer the OWF enterprise license fee upon the Effective Date of this Amendment and Customer shall pay the invoice in accordance with the terms of the Agreement.

g) The parties agree to amend Schedule F, Section B. CSG Desktop Solutions Bundle, by deleting the following references:

• ******** ******** (**,***) **** *****

• ********** **** ** ******** ******* (**,***,***)

h) The parties agree to amend Schedule F, Section B. subsection entitled “Component Fees,” by deleting the following reference for Order Workflow:

Description of Item/Unit of Measure	Frequency	Fee
*) *********** (*** ****)	********	$	**.**

5. The parties agree that *** *******, ******* *** *********** ********** ***** *** ********* ** ********* ** ***** ** ********** ** ****** ***** ********* *** ******* ********** ** ******* * ******* * ** **** *********. *********, ** ******** *** *** ************* ******** ** **** *********, **** ***** ***** ** ******* ******* *** ***** *****’* **** *** ******* *********, ******, ************, ********, *********, ************, ** ***, ***** ********, ********** *** *******, *****, *********, ************** *** ******** **** *** ******* *** *** *** *****, ****** ** ******, ******, ***********, *** ******* ********** ** ********, *** ** ** ******, ***** ** *** *** ** ** ***** ** *** ********* ****** ******** ** ******* ** *** ***, ******* ** ***, ** ***** ********* ***** ** *** ********* **** **** ***** *** ** *** ******* *******, ******* ******* ** *********** *******. *** ********* ******* ***** *** ***** ** *** ******* ** **** ********** ** ******** *, ****** ************ ********** ** *** *******, ******* *********** ********** *** *** *************** *********** ******** ** *** *********.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Andrew Barr	By:	/s/ Damon O. Barry
Name:	Andrew Barr	Name:	Damon O. Barry
Title:	SVP & CIO	Title:	Vice President, Business Affairs & Assistant General Counsel
Date:	9/30/11	Date:	9/30/11

EX-10.21(F)

Exhibit 10.21F

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

TENTH AMENDMENT

TO THE

RESTATED AND AMENDED

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC

This TENTH AMENDMENT (the “Amendment”) is made by and between CSG Systems, Inc. (“CSG”) and Comcast Cable Communications Management, LLC (“Customer”). The Effective Date of this Amendment is the date last signed below. CSG and Customer entered into a certain Restated and Amended CSG Master Subscriber Management System Agreement (CSG document #2296663) dated July 1, 2008 (the “Agreement”) and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following as of the Effective Date:

1. Customer desires to utilize the services of CSG’s Professional Services Group to design, develop, and implement a custom solution that will allow Customer’s Customer Service Representatives (CSRs) to complete orders with higher accuracy. CSG will design, develop and implement its Order Account Audit Tool (OAAT) to accomplish this solution by providing a series of edits during the order creation process by CSRs that notify the CSR if the order has violated an order audit rule. Consequently, Schedule F of the Agreement is amended to include the following fees for the CSG services to be performed in connection with the design, development and implementation of its OAAT:

Description of Item/Unit of Measure	Frequency	Fee
CSG Order Account Audit Tool (OAAT) (Note 1)
Production Support and Maintenance Fee (Note 2) (Note 3)	******	$	**,***.**

Note 1: Design, development and implementation services and lead times will be set forth in a mutually agreeable Statement of Work

Note 2: ********** ******* **** ******** ***** *** ********** ** ***** ******* ***** **** ** **********. ********** ******* ** ******* ** *** ******* ****** (***) ***** *** ****. Additional fees will be charged for hours exceeding this annual limit and will be set forth in a separate Statement of Work or Letter of Authorization

Note 3: *** ****** ********** ******* *** *********** *** ****** **** ********** *******, ********* ********* ********** ********* *** ********* ******** ******** ********, *** ********* ******* *** ********* ******* ******** *********. **** ******** ******* **** ** ******** ** ***. ****** *********** *** ******* ** *** ****** **** ******** **** ** *** ***** ** * ******** ********* ********* ** ****. ****** ************ *******, *** *** *** ******* **, ******** *** ****** **** ******** ** ******* **** ******* ***** **** *****. ********** ******* *** *********** ** ******** ** ******* ********** ****** **** *** **** *** ******* ***-******* *******, ** *** ******* ** *** ****** **** ******** ******** ** *** *** ** *** ********, *********, ********, ** *********** ************* *******.

The fees set forth in the pricing table above are subject to increase pursuant to Section 5.4 of the Agreement.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Andrew J. Baer	By:	/s/ Joseph T. Ruble
Name:	Andrew J. Baer	Name:	Joseph T. Ruble
Title:	SVP & CIO	Title:	EVP, CAO & General Counsel
Date:	11/16/11	Date:	11-29-11

EX-10.21(G)

Exhibit 10.21G

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

ELEVENTH AMENDMENT

TO THE

RESTATED AND AMENDED

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC

This ELEVENTH AMENDMENT (the “Amendment”) is made by and between CSG Systems, Inc. (“CSG”) and Comcast Cable Communications Management, LLC (“Customer”). The Effective Date of this Amendment is the date last signed below. CSG and Customer entered into a certain Restated and Amended CSG Master Subscriber Management System Agreement (CSG document #2296663) dated July 1, 2008 (the “Agreement”) and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following:

1. Customer desires to utilize, and CSG agrees to deliver CSG’s Event Management Service, which allows custom business rules to be developed to enhance the Precision eMail.

2. Therefore, Schedule C of the Agreement, entitled “RECURRING SERVICES,” shall be amended to add the following to the list of Recurring Services:

CSG’s Event Management

3. Schedule C shall be further amended by adding the Service description for CSG’s Event Management as Exhibit C-17, which is attached hereto and incorporated herein by this reference.

2. Schedule F, Fees, CSG Recurring Services, of the Agreement shall be amended to add a new Section VIII entitled “CSG’s Event Management,” as follows:

CSG RECURRING SERVICES

VIII. CSG’s Event Management

Description of Item/Unit of Measure	Frequency		Fee
1. Hosting Support (Note 1) (Note 2)
•    ***-********* ********** ***********		******	$	***,***.**
•    ********** ********* **** *** ***		******	$	***,***.**
•    ********** ********* **** * ***		******	$	***,***.**
2. Transaction volume fees (Note 3)
•    ** to **,***		*******	$	*,***.**
•    **,*** to ***,***		*******	$	*,***.**
•    ***,*** to ***,***		*******	$	*,***.**
•    ***,*** to ***,***		*******	$	*,***.**
•    ***,*** to *,***,***		*******	$	*,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to *,***,***		*******	$	**,***.**
•    *,***,*** to **,***,***		*******	$	**,***.**
•    **,***,*** to **,***,***		*******	$	**,***.**
•    **,***,*** to **,***,***		*******	$	**,***.**

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Note 1: CSG has provided Customer with ***** ******* *** *** ******* ** *** ******* *** ******** *** ****** ***-*********. *** ******* *** ******* ** *** ******** *** ** ******* *** ** ********* ******. ******** ***** ******* *** **** *** ******* ****** (***) ****’ ***** ******* ****** ** ******* *** ******* ** *** ******* ** ********** ********* **** *** *** ** ********** ********* **** * ***; **** ********* **** ******** *** ********** ******* ******* ***** ** ******** ** ********. ** *** ***** ******** ****** ** **** ** ********** ********* **** *** *** ** ********** ********* **** * ***, *** ******* ***** ********* ** **** ***** *** ***** **** * ******** ****** **** ********* ** **** ** ***** *** *** *********** *** ** ********* ** *** *********.

• ***-********* ********** *********** * ***** * *** ********** *********** ** ***** ***** ** **** *** (*) *********** ****** *** *** (*) ******** ****** **** ** ******** ************. **** *********** ******** ****** ******** ******* ** *** ***** ****** ***** *** *********** ****** ********** **** ***** *** ******* ** ** ***********. ***** ** ** ******** ******** ** *** ***********, ********* *** ********* *** ******** ****** ******** *** *** ******** ** *** ******** ******** ** *** ********* *** *** *********.

• ********** ********* **** *** ***– ***** * *** ********** *********** ** ***** *** ********** *** **** **** ** *** ***** ********** ******* *** ********** *** **** ************ *** ******** * **** *** *****. **** ******* ******** ** ***** ** ** ************* ************** ******* (*.*., *********** ****** ********, ** ******* *****). ** **** *********** *********** ******* **** ******* ******* ************ ****** ****** ********* ********* *********** *******, ***** ****** ****** ** **** ********. ****** ********, *** ***** ********** ******* **** ** **** ** *** ******** *** ******* ******* ********** **** *** ********

• ********** ********* **** * *** * ***** * ********** ********* *********** ** ******** ***** **** *** ******** ** ***-**** ****** **** *********** ***** ******** *** ****** ******** ** **** ** * ******** *********** ** *** **** * *****.

Note 2: *************, ***********, **************, *** **** *********** ******** *** *** ********** **** ***** ** *** ***** ** * ******** ****** **** ********* ** ****.

Note 3: *********** ****** ** ********** ***** **** *** ****** ** ******* ******** **** ***** ********** ********* **** ******** ** ********** *******, ********, ******** ** ************.

3. ********** * ** ******* *-* ******** *** *******, ***., ******** **********/******** ******** **** ***** *** ***** ** *** ***** ********** ******* unless the parties enter into a mutually agreed upon Statement of Work for the implementation of * ********* *********** *** ********* ** *** *********.

4. Customer will use commercially reasonable efforts to keep its hardware and software in conformance with the Designated Environment specifications that CSG may provide from time to time. If the Customer is not utilizing the product in a certified Designated Environment or Customer has added third party applications, Customer shall be responsible for making all necessary modifications to such third party applications to ensure they function properly with any updates or upgrades to the Service. Custom software modifications are not included in this Agreement, but may be added to the Agreement and priced by mutual agreement of the parties.

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

2 / 4 11-16-2011

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Andrew J. Baer	By:	/s/ Joseph T. Ruble
Name:	Andrew J. Baer	Name:	Joseph T. Ruble
Title:	SVP & CIO	Title:	EVP, CAO & General Counsel
Date:	11/28/11	Date:	12-12-11

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

3 / 4 11-16-2011

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Exhibit C-17

CSG’s Event Management

CSG’s Event Management. CSG’s Event Management is comprised of CSG Interactivate which provides the basis for custom workflows and business rules to be developed as part of the implementation project or follow-on projects to enhance messaging capabilities.

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

4 / 4 11-16-2011

EX-10.21(H)

Exhibit 10.21H

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and

the Redacted Material has been separately filed with the Commission,” and places where information has

been redacted have been marked with (***).

TWELFTH AMENDMENT

TO THE

RESTATED AND AMENDED

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC

This TWELFTH AMENDMENT (the “Amendment”) is made by and between CSG Systems, Inc. (“CSG”) and Comcast Cable Communications Management, LLC (“Customer”). The Effective Date of this Amendment is the date last signed below. CSG and Customer entered into a certain Restated and Amended CSG Master Subscriber Management System Agreement (CSG document #2296663) dated July 1, 2008 (the “Agreement”) and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following:

1. Customer desires to utilize, and CSG agrees to deliver a Customer Preference Management Custom Application. Such custom solution will be designed to capture home, work and cell phone numbers, email and text preferences of Customer’s subscribers.

2. Therefore, Schedule F, Fees, CSG Service, shall be amended to add a new Section VII entitled “Customer Preference Management Custom Application,” as follows:

CSG SERVICES

VII. Customer Preference Management Custom Application

Description of Item/Unit of Measure	Frequency		Fee
3. Fee for one (1) Virtual Server and one (1) Database Server		*******	$	********

Note 1: Production Support is limited to *** **** ***** per month. Additional fees will be charged for hours exceeding this monthly limit and will be set forth in a separate Statement of Work or Letter of Authorization

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)	CSG SYSTEMS, INC. (“CSG”)
By: /s/ Peter Kiriacoulacos	By: /s/ Joseph T. Ruble
Name: Peter Kiriacoulacos	Name: Joseph T. Ruble
Title: Executive Vice President & Chief Procurement Officer	Title: EVP, CAO & General Counsel
Date: 5-3-12	Date: 5-21-12

EX-10.23(I)

Exhibit 10.23I

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

SIXTEENTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK, L.L.C.

This SIXTEENTH AMENDMENT (this “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and DISH Network L.L.C., a Colorado limited liability company (“Customer”). This Amendment shall be effective as of the date last signed below (the “Effective Date”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (Document #2301656) effective as of January 1, 2010 (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

As of the Effective Date CSG and Customer agree to amend the Agreement as follows:

1. In connection with Customer’s migration to CSG’s Advanced Convergent Platform (“ACP”), CSG agrees to provide Customer with daily cycles for the ACP environment (“Pre-migration Cycle D”) while in the pre-conversion state to support user acceptance testing efforts. CSG agrees to provide the Pre-migration Cycle D environment daily from *:** *.*. ** *:** *.*., ******** ****, with an implementation date of ******* *, **** and a completion date of ***** *, ****. CSG agrees to provide the daily cycles for Pre-migration Cycle D subject to the following conditions:

(a) Execution of processing in Cycle E shall receive priority over Pre-migration Cycle D processing.

(b) Approximately *** ******* ***** (***) ********** **** will be required. This estimate of additional **** may increase or decrease during the period which Pre-migration Cycle D is available.

(c) Customer may adjust the quantity of **** ** ** **** ** ******, with the understanding that any **** *** ********* **** *** ** ********* ** ******** ***, as a result, the run time for Pre-migration Cycle D may be extended beyond * *.*. ******** ****.

(d) Customer will provide CSG with *****-***** (**) *****’ written notice of **** ********* and a ******-**** (**) *****’ written notice of **** ********, if CSG has the **** *********. In the event that CSG must order an additional engine, it may take up to * **** for the **** ******** to occur. Customer may not adjust **** ******** ***/** ****** more frequently than *** (*) **** *** ****.

(e) Vantage and Vantage Plus daily loads shall be provided in Pre-migration Cycle D.

(f) Vantage tables will be available at approximately **:** ****, Mountain Time, daily.

(g) Statement generation is excluded (with the exception of statements generated related directly to the production test conversion cycles).

(h) If issues are encountered in Cycle E, QT04, QT05, or QT07 environments, the resolution of these issues will take priority over Pre-migration Cycle D.

(i) ** ******* ***** ********** ***** ** Pre-migration Cycle D.

(j) The existing, agreed upon conversion test schedule shall remain in place unless both parties mutually agree to date changes.

(k) Customer will be unable to access Pre-migration Cycle D during production test conversions. In addition, in the event that production test conversions last more than *** ***, CSG will not update missed cycles in the Pre-migration Cycle D.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

(l) Cycle E will no longer cycle after migration to ACP and will be kept only in a static state for ****** (**) **** pursuant to the Statement of Work entered into between the parties effective as of October 10, 2011, CSG document no. 2310213.

2. The following fees shall apply for CSG to provide daily cycles for Pre-migration Cycle D:

Description of Item/Unit of Measure	Frequency	Fee
*. ******* ******* (approximately *** ***** *** *****) (Note 1)	*******	$	**.** per person per hour
*. *** **** (*** **********, approximately)	*******	$	***.** *** ***

Note 1: The *** hours identified above are an estimate only. ** **** **** **** (*) **** **** ********* ***** ** ******** *** ******** ** ********, ***** ***** ****** **** ********** ** ***** * ** ***. ******** **** ** ****** ** * **** *** ********* *****, ***** ** ****** ***** ******.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

DISH NETWORK L.L.C.		CSG SYSTEMS, INC.
By:	/s/ Michael K. McClaskey	By:	/s/ Peter E. Kalan
Name:	Michael K. McClaskey	Name:	Peter E. Kalan
Title:	Senior Vice President and Chief Information Officer	Title:	President, CEO
Date:	12/22/11	Date:	12/23/11

EX-10.23(O)

Exhibit 10.23O

Pages where confidential treatment has been requested are stamped “Confidential Treatment

Requested and the Redacted Material has been separately filed with the Commission,” and places

where information has been redacted have been marked with (***).

TWENTY-SECOND AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

This TWENTY-SECOND AMENDMENT (this “CD Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and DISH Network L.L.C., a Colorado limited liability company (“Customer”). This CD Amendment shall be effective as of the date last signed below (the “Effective Date”). CSG and Customer entered into a certain CSG Master Subscriber Management System (Document #2301656) effective as of January 1, 2010 (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this CD Amendment. If the terms and conditions set forth in this CD Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control solely with respect to the subject matter of this CD Amendment. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this CD Amendment shall have the meaning set forth in the Agreement. Upon execution of this CD Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this CD Amendment. Except as amended by this CD Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms. The terms and conditions provided in Attachment A to this CD Amendment, including but not limited to its attached and related Schedules (collectively, “Attachment A”) are hereby incorporated by reference as part of this CD Amendment.

WHEREAS, CSG provides via CSG’s Affiliate, CSG Media, LLC (“Media”), certain proprietary content monetization and management software known as the “Content Direct System,” which software is made available as a Software as a Service (commonly known as “SaaS”) and shall be deemed a Product provided under the Agreement;

WHEREAS, Customer has requested that CSG make available to Customer under the Agreement the Content Direct System and certain services related to the Content Direct System which Customer has requested that CSG make available to Customer under the Agreement; and

CSG and Customer agree to the following upon the Effective Date:

Content Direct System Specific Terms:

1. This CD Amendment, including but not limited to, Attachment A specifically applies to CSG’s performance and/or provision of Content Direct Services (as defined in Attachment A) to Customer and/or its Affiliates, which shall be a Product as identified in the Agreement. Unless otherwise expressly provided in this CD Amendment, in no event will any terms, conditions or fees set forth in this CD Amendment apply to Customer’s performance of the Agreement other than with respect to Content Direct Services or to CSG’s provision and/or performance of Products and/or Services under the Agreement that are not Content Direct Services. Except as provided in this CD Amendment, all other terms of the Agreement which are not in conflict with this CD Amendment shall be given full force and effect. In the event of a conflict between the terms of the Agreement and the terms of this CD Amendment, the terms of this CD Amendment shall control and take precedence with respect to CSG’s provision of Content Direct Services. In the event of conflict between the terms of a statement of work and the terms of the Agreement and/or this CD Amendment, the terms of the statement of work shall control and take precedence with respect to CSG’s provision of Content Direct Services. CSG’s performance and provision of the Content Direct Services are subject to the parties’ execution of a statement of work with respect thereto.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

2. Each of CSG and Customer may subcontract its obligations under this Agreement to a third-party contractor with whom such party to the Agreement has entered into an agreement that (a) contains obligations of confidentiality no less restrictive than the terms provided in the Agreement, and (b) contains such third-party contractor’s express agreement to comply with all applicable restrictions set forth in the Agreement (a “Qualified Third Party Contractor”). Customer shall be liable for the acts or omissions of its third-party contractors (including, but not limited to, Qualified Third Party Contractors) to the same extent that liability to Customer would accrue under this Agreement if such acts or omissions had been performed or made by Customer. Customer acknowledges and agrees that it is responsible for its Affiliates’ and agents’ (including, but not limited to, its Qualified Third-Party Contractors’) compliance with the terms and conditions of the Agreement (including, but not limited to, this CD Amendment), including, but not limited to, such Affiliates’ compliance with the terms of use of the Products. Accordingly, Customer shall be liable to CSG for the acts and omissions of its Affiliates and agents to the same extent that liability to CSG would accrue under this Agreement if such acts or omissions had been performed or made by Customer.

3. CSG represents and warrants to Customer that Media is a Qualified Third-Party Contract or CSG’s. Customer acknowledges that, provided that Media remains a Qualified Third-Party Contractor of CSG’s, that CSG’s provision of the Content Direct Services and access to the Content Direct System may be provided by Media. CSG acknowledges and agrees that it is responsible for its Affiliates’ and agents’ (including, but not limited to, its Qualified Third-Party Contractors’) compliance with the terms and conditions of the Agreement (including, but not limited to, this CD Amendment). Accordingly, CSG shall be liable to Customer for the acts and omissions of its Affiliates and agents, including, but not limited to, Media, to the same extent that liability to Customer would accrue under this Agreement if such acts or omissions had been performed or made by CSG.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

DISH NETWORK L.L.C.		CSG SYSTEMS, INC.
By:	/s/ Michael K. McClaskey	By:	/s/ Joseph T. Ruble
Name: Michael K. McClaskey		Name: Joseph T. Ruble
Title: Senior Vice President and Chief Information Officer		Title: EVP, CAO & General Counsel
Date: 5/22/12		Date: 5-22-12

Page 2 of 22

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

ATTACHMENT A

Content Direct System

1. Definitions

“Affiliate” shall have the meaning set forth in Section 12 of the Agreement.

“Billing Period” means the approximately thirty (30) -day period for which CSG bills Customer for certain Content Direct Services provided under a statement of work. As of the Effective Date, the Billing Period is measured from Midnight Central Time on the 22nd of a given calendar month to 11:59:59 pm Central Time on the 21st of the following calendar month. CSG may alter the specific days and duration of the Billing Period by providing Customer not less than **** **** advance written notice of such change; provided, in no event shall a Billing Period be less than ********** **** ****. If the Go-Live Date under a given statement of work occurs on a date other than the first day of a Billing Period and/or a SOW expires or terminates on a date after the last day of the then-current Billing Period, any minimum or fixed amounts due applicable to such Billing Period(s) shall be prorated accordingly.

“Consumer” means an end user client of Customer, its Affiliate, or any other individual, officer, employee or contractor (acting in such capacity, and not as a client or customer), who accesses and/or uses the Content Direct System.

“Consumer Information” means (a) any personally identifiable information regarding a Consumer, or (b) personal data that is (i) provided to or collected by CSG in connection with a Consumer’s use of the Content Direct System, and (ii) sufficient to personally identify a Consumer, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to such Consumer’s physical, physiological, mental, economic, cultural or social identity, including, by way of example, financial account numbers, credit or debit card numbers (with or without access or pin numbers, if collected), personal addresses, social security numbers, passport numbers and/or driver’s license numbers. Notwithstanding the foregoing, “Consumer Information” shall not include any information that may be lawfully obtained from public sources, or from federal, state or local government records lawfully made available to the general public.

“Consumer Usage Data” means statistics and data (i) provided to or collected by CSG in connection with a Consumer’s use of the Content Direct System, and (ii) relating to a Consumer’s account activity, including the browsing, accessing and/or purchasing of Customer Services or other information collected from or about or otherwise regarding Consumers, whether in individual or aggregate form, that is sufficient to personally identify a Consumer or to identify such Consumer as an end user client of Customer. Consumer Usage Data may include Consumer Information.

“Content Direct Services” means those services performed by CSG or its agent to provide access to the Content Direct System as described in an executed statement of work but does not include any CD Professional Services.

“Content Direct System” means those Content Direct Application Server Modules, Content Direct Web Services and Content Direct user applications described in Schedule B and provided by CSG to Customer pursuant to the Agreement and the related and implementing software, servers, hardware and technologies used by CSG to make the foregoing available via the Internet, as further specified in the Documentation.

“Content Direct System Data” means non-personally identifiable performance data and usage statistics concerning the Content Direct System collected or compiled by CSG in connection with system-wide, aggregated use of the Content Direct System. For the avoidance of doubt, Content Direct System Data shall exclude information that constitutes Consumer Information, Consumer Usage Data and any data from which identifying information about a Customer or any Consumer can be discerned.

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“Customer Content” means that data, Customer proprietary content, including Customer’s Intellectual Property, that is published on or displayed through the Content Direct Services or is provided by Customer or on Customer’s behalf to CSG so that CSG may configure the Content Direct System pursuant to a statement of work. For the avoidance of doubt, Customer Content does not include any Consumer Information or Consumer Usage Data.

For clarity, “Customer’s Intellectual Property” has the same meaning that it has in the Agreement, and includes, but is not limited to, Customer Site(s) and Customer Content.

“Customer Services” means any Customer Content, Merchandise or other goods, products or services promoted or made available for trial, rental, sale or license by or through Customer or its Affiliate that access or use any feature or function of on or through the Content Direct System or related Services. Customer Services may be sold or licensed in a variety of forms and models, including by way of example only, subscriptions (daily, weekly, monthly, quarterly, etc.), on demand, electronic sell-through and digital download.

“Customer Site” means the html website(s) developed by or for Customer or, with respect to Customer’s Affiliates’ sites, by or for such an Affiliate, on which the Content Direct System is embedded and published to Consumers.

“DECE Documents” means, as applied individually to each of Customer, CSG and their respective Affiliates, (a) each agreement that Customer, CSG or their respective Affiliates has, in their respective role(s), executed with ******* ************* ******* ********* (****) *** (“DECE”) and (b) any agreement, specification, guideline, policy or other terms that apply to each of Customer, CSG and their respective Affiliates’ participation in the UltraViolet Ecosystem sponsored by DECE.

“Exception” means any problem, defect, or failure of a Deliverable to conform to any applicable acceptance criteria defined in a statement of work or the Documentation. For purposes of clarification, a problem, defect or failure of a Deliverable shall not be deemed an Exception if such problem, default or failure of such Deliverable to conform to the acceptance criteria is caused by Customer’s failure to comply with its obligations or responsibilities as set forth in a statement of work, the Documentation or the Agreement.

“Go-Live Date” means the date on Customer deploys or causes to be deployed a given deployment of the Content Direct System (or, if the relevant application is only a portion of the Content Direct System, then the applicable portion thereof) into the Production Environment.

“Merchandise” means any content, merchandise, products or services (in digital, physical, subscription or other medium) offered by Customer or it’s Affiliate that is processed, sold or provisioned through the Content Direct Services.

“Player” means (a) if applicable, one or more of the CSG Media Playback Applications provided by CSG under an applicable statement of work, if any, (as generally described on Schedule B), and (ii) if applicable, a player (video and/or audio) provided by Customer or its third party service provider that utilizes the Content Direct Web Service APIs to integrate with the Content Direct Application Server Modules.

“Services” means the Content Direct Services, CD Professional Services and Support Services.

“Storefront” means one or more of the Consumer Experiences (listed in Schedule B) identified in a statement of work, which indicates the Storefront solution(s) included in the Content Direct Services made available under such statement of work.

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2. Content Direct Third-Party Software/Products

Customer acknowledges that the Content Direct System and Content Direct Services may incorporate or integrate with certain third-party software or services (“Third-Party Products”) and that such Third-Party Products shall be identified in Schedule B, a statement of work, or the Documentation. The fees and any additional terms, conditions and restrictions for such Third-Party Products, if any, shall be set forth in the applicable SOW or a Schedule to the Agreement or SOW as applicable. For clarity, Third-Party Products are also Third-Party Software as defined in the Agreement.

3. Content Direct Maintenance and Support Services

Subject to the terms and conditions of the Agreement and this CD Amendment (including, but not limited to, the attached Schedules and Exhibits) and for the applicable Fees described herein (as defined in Section 10 of this Attachment A of this CD Amendment), CSG agrees to provide to Customer maintenance and support for the Content Direct System and Content Direct Services in accordance with the terms set forth in Schedule I, as amended, of the Agreement and this Paragraph 3 of Attachment A (“Support Services”). Support Services includes any fixes, updates, upgrades or modifications to the Content Direct System made during the CD Amendment Term to the Content Direct System (“Fix(es)”). The term “Support Services” does not include: (a) custom modifications to the Content Direct System as requested by Customer, (b) maintenance and support of, or the required implementation of updates to, any customization to the Content Direct System deployed by Customer, where such customizations are not specifically identified in a statement of work as being “supported” by CSG, (c) maintenance and support of any third-party products not supplied by CSG that are utilized by Customer in connection with its use of the Content Direct System, (d) modifications to the Content Direct System required to enable it to function properly with updates, upgrades or modifications to Customer’s systems, (e) maintenance and support (including configuration, monitoring, or backup) of any systems, equipment, hardware, software and networks of Customer or its Affiliates regardless of whether each of the foregoing are owned and operated by such party or owned and operated by a third party on such party’s behalf, or (f) any new product, service or application that is not a Fix of the Content Direct System that CSG makes generally available as a separately priced item. In addition, CSG shall not be obligated to fix any problem with the Content Direct Service or be responsible for a Service Interruption (as defined in Section 11 of this Attachment A) if such Service Interruption is caused by the following circumstances:

i. Customer has used the Content Direct Service other than for its intended purpose as indicated in the Agreement, this CD Amendment, applicable statement(s) or work and/or Documentation;

ii. Customer has altered, damaged, modified or incorporated the Content Direct Service into other software in a manner not approved by CSG;

iii. The problem was caused by Customer’s or a third party’s software or equipment (including, if applicable, Customer’s Media Playback Application), not provided or approved by CSG;

iv. The problem was caused by Customer’s accessing of the Content Direct System or Content Direct Services on any hardware, operating system or network environment not supported by CSG in accordance with this Schedule I or a statement of work; and/or

v. The problem is attributable to the Customer’s failure to use Compatible Interfaces (as defined on Schedule B).

If Customer requests that CSG provide maintenance and support or similar services that are excluded from the above definition of Support Services, the parties may enter into a statement of work authorizing CSG to provide the additional maintenance and support and similar services.

Customer acknowledges that neither the Production Environment nor the IOT Environment are intended or engineered to perform high volume “stress” or performance testing against the Content

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Direct System and absent CSG’s prior written approval Customer shall not, nor authorize or permit any third party to perform Performance Testing. “Performance Testing” in the IOT Environments or the Production Environment shall mean greater than *********** **** ********** ************ per business unit. In the event of a breach of the restrictions on Performance Testing, CSG may, without notice, temporarily suspend Customer’s access to the Production Environment or IOT Environment. If CSG discovers unauthorized Performance Testing conducted by Customer or any third party using Customer’s business unit(s), CSG agrees to (A) use its commercially reasonable best efforts to promptly mitigate any adverse consequences on the Content Direct System and any damages (to CSG, Media or any third party using the Content Direct System) as a result of such Performance Testing, and (B) promptly notify Customer of such Performance Testing and explain CSG’s efforts to mitigate the consequences and damages resulting therefrom.

Customer Responsibility to Maintain Post Go-Live

After a given Content Direct System deployment has been deployed into the Production Environment, Customer is principally responsible for managing the day-to-day operations of such deployment, including, by way of example only, Storefront changes, refreshing or adding new Customer Content and Merchandise, encoding or transcoding Customer Content, continued product and pricing configuration, syndication and marketing services. Customer may discharge such responsibility itself, through a third-party (subject to the applicable limitations set forth in this CD Amendment) or by requesting CSG to provide such support. CSG may provide support to Customer on a Content Direct System deployment either pursuant to a statement of work entered into by the parties that specifies the specific CD Professional Services or support to be provided or, Customer may request in writing and CSG shall provide such CD Professional Services or support on an ad hoc basis.

4. Grants. The rights, obligations and restrictions in this Section 4 are exclusive to the provision of Services under this CD Amendment and the terms of Section 12 - License Grant of the Agreement are not applicable to the provision of Services under this CD Amendment (provided that the definition of the term “Affiliate” shall nevertheless continue to have the definition set forth in such Section 12, as provided above in Section 1 of this Attachment A).

a. CSG to Customer.

(i) CSG hereby grants Customer and its Affiliates a non-exclusive and non-transferable (except as set forth in Section 29 of the Agreement), non-sublicensable, perpetual (but only during the CD Amendment Term and any applicable Termination Assistance Period), limited, worldwide right and license for it and its Affiliates and its and their respective employees and Qualified Third Party Contractors to access and use the Content Direct System, Documentation and (upon making such available to Customer) the Deliverables in the IOT Environments and the Production Environment for the sole purposes of receiving and using the Content Direct Services for Customer’s and its Affiliates’ own business purposes and operations. The parties acknowledge that the initial configuration of each Content Direct System solution deployed under this Agreement for Customer or its Affiliate shall be described in a statement of work executed by the parties.

(ii) CSG shall provide Customer with unique and confidential access codes, and access and use of the Content Direct System shall be by Content Direct Web Services (e.g., those listed in Schedule B) or web-enabled user interface access only, and nothing in the Agreement as amended (including this CD Amendment) shall entitle Customer or any Consumer to delivery of the object or source code relating to the Content Direct System. Customer shall have the right to copy and distribute internally the Documentation as reasonably required to support its use of the Content Direct System. Unless otherwise ordered by Customer in a different language, the Content Direct Services are provided in the English (US) language. Additional languages for the Consumer Experiences listed in Schedule B are available subject to an

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additional annual rights fee per Consumer Experience per language per Storefront. Each Storefront made available under a statement of work, shall include the “Powered by Content Direct” logo in such form and placement as the Parties agree for each Storefront. Customer acknowledges that except as specifically requested by Customer and provided in an statement of work executed by the parties, the Content Direct Services do not include any digital rights management content protection or license delivery and management services (“DRM”), content delivery network (“CDN”) services, signal capture or encoding/transcoding of Customer Content, and that, as between CSG and Customer, Customer is responsible (directly or through a third-party designee) to provide DRM, CDN services, and encoding/transcoding for its Customer Content.

b. Restrictions. Customer shall not, nor authorize or permit any third party to (i) disclose Customer’s unique access codes to any entity other than Customer’s and/or its Affiliates’ authorized employees and Qualified Third Party Contractors, (ii) reproduce, allow use of or access to the Content Direct System or sell, rent, lease, use in a service bureau, sublicense or otherwise transfer or assign its rights to access and use the Content Direct System, in whole or in part, to a third party, unless explicitly provided herein, (iii) alter, enhance or otherwise modify or create derivative works of or from the Content Direct System; (iv) disassemble, decompile, reverse engineer or otherwise attempt to derive the source code of the Content Direct System; or (v) remove or destroy any proprietary markings, confidential legends or any trademarks or trade names of Media or its licensors placed upon or contained within the Content Direct System, Software, Documentation or Deliverables. Customer will use its commercially reasonable efforts to avoid posting or transmitting into the Content Direct System any software or Customer Content that contains a virus. Customer shall be responsible for the improper use or disclosure of any of Customer’s unique access codes by Customer’s employees, Qualified Third Party Contractors or any third party that accesses the Content Direct System through the Customer’s unique access codes. Customer will not be responsible for any third party access resulting from the acts or omissions of CSG, Media, CSG’s other agents or another CSG client.

c. Web Services Validation. Customer will comply with the Content Direct Web Services Standards. As used herein, “Content Direct Web Services Standards” mean those rules, specifications and standards that relate to Customer’s use of the Content Direct Web Services to integrate with the Content Direct System, as referenced in the Documentation.

5. No Consequential Damages/Limitations of Liability. The terms provided in this Section 5 are exclusive to the provision of Services under this CD Amendment and the terms of Section 17, No Consequential Damages/Limitation of Liability, of the Agreement are not applicable to the provision of Services under this CD Amendment.

UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES OTHER THAN THE FOLLOWING UNDER A AND B BELOW (COLLECTIVELY “CLAIMS”):

a. DIRECT DAMAGES, OR

b.******** ******* ********** **** ** ******* **** *** ** ***’* ************ ********** ** ********’* ******** ***** ** **** ************ ********** *** **** ****** ** ***, *** **********, *** ** ***** ***********.

EXCEPT AS SET FORTH IN CLAUSE B ABOVE, NEITHER PARTY SHALL BE LIABLE FOR DAMAGES SUCH AS CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR OTHER LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON THE OTHER PARTY’S CLAIMS OR THOSE OF THEIR AFFILIATES (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCTS, DELIVERABLES, OR SERVICES, THIRD-PARTY SOFTWARE, RESULTING REPORTS, THEIR ACCURACY OR THEIR INTERPRETATION, INTERRUPTION IN USE OR

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AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THE AGGREGATE LIABILITY THAT CSG AND ITS AFFILIATES, ON THE ONE HAND, AND CUSTOMER AND ITS AFFILIATES, ON THE OTHER HAND, MAY INCUR WITH RESPECT TO ALL CLAIMS SHALL NOT EXCEED *** ******* ** *** *** ****** ******** **** ** ******** ********* ** ******* ****** ****** ****** *** ******* ****** ******** ** *** ******-**** ****** *********** ********* *** **** ** ***** **** ***** ** ****, ** *** *** ******* ******* ************ (THE “CD Liability Cap”).

DESPITE THE FOREGOING EXCLUSIONS AND LIMITATIONS, THIS SECTION 5, INCLUDING, BUT NOT LIMITED TO, THE CD LIABILITY CAP, SHALL NOT (I) APPLY TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, (II) APPLY TO THE EXTENT THAT THE LIABILITY ARISES OR RESULTS FROM FRAUD OR (III) BE CONSTRUED OR APPLIED SO AS TO LIMIT OR REDUCE:

EITHER PARTY’S OBLIGATIONS TO PAY MONEY DUE HEREUNDER;

CUSTOMER’S BREACH OF SECTION *.*.********* ** ********** * OF THIS CD AMENDMENT

EITHER PARTY’S LIABILITY IN CONNECTION WITH ******* ********* **** ********* ** ******** ******** ****** ** ******** ******; OR

ANY OTHER *************** OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, THE *************** OBLIGATIONS SET FORTH IN ******* ** *********** OF THE AGREEMENT, ******* ** ***************** OF THE AGREEMENT, THE *************** OBLIGATIONS SET FORTH IN THIS CD AMENDMENT, OR THE *************** OBLIGATIONS SET FORTH IN THIS CD AMENDMENT; PROVIDED, HOWEVER, THE FOLLOWING LIMITATIONS OF LIABILITY (THE “CD ******** ****** CAPS”) SHALL APPLY TO THE FOLLOWING CLAIMS *** ********* (INCLUDING CLAIMS BY A THIRD PARTY OTHER THAN AN **********’* AFFILIATE) OR OTHER DAMAGES MADE BY A PARTY UNDER THIS AGREEMENT, WHICH LIMITATIONS SHALL, IF AND AS APPLICABLE, CONTROL:

IN CONNECTION WITH OR ARISING OUT OF ** *********** ******** ****** ***** (AS DEFINED IN SECTION ****. OF THIS ATTACHMENT A TO THE CD AMENDMENT), CSG’S *************** OBLIGATIONS AND LIABILITY FOR DAMAGES RESULTING FROM ** *********** ******** ****** ***** SHALL NOT EXCEED *** ******* ******* *************. THE EXISTENCE OF ONE OR MORE *********** ******** ****** ****** ARISING OUT OF THE SAME ******** ****** WILL NOT ENLARGE THE FOREGOING LIMITS; AND

IN CONNECTION WITH OR ARISING OUT OF A ****** ******** ****** ***** (AS DEFINED IN SECTION ***** OF THIS ATTACHMENT A OF THIS CD AMENDMENT), CSG’S LIABILITY FOR A ****** ******** ****** ***** SHALL NOT EXCEED *** ******* ******* ************ (THE “****** ******** ****** CAP”). THE EXISTENCE OF ONE OR MORE DIRECT ******** ****** ****** ARISING OUT OF THE SAME ******** ****** WILL NOT ENLARGE THE FOREGOING LIMITS.

EXCEPT FOR CLAIMS ACCRUING UNDER SECTION **** OF THIS ATTACHMENT A TO THE CD AMENDMENT, SECTION **** ********* OF THE AGREEMENT, ********* *********** SET FORTH IN THIS ATTACHMENT A, OR SECTION ** ***************** OF THE AGREEMENT, OR IN CONNECTION WITH A CLAIM ASSERTED BY A THIRD PARTY (OTHER THAN AN AFFILIATE OF CUSTOMER) ARISING FROM A ******** ****** (AS DEFINED BELOW IN SECTION **.*. OF THIS ATTACHMENT A), NEITHER PARTY MAY BRING A CLAIM AGAINST THE OTHER MORE THAN ****** **** ****** FOLLOWING THE END OF THE CD AMENDMENT TERM.

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In the event that at any point during the CD Amendment Term previously paid, agreed upon pursuant to a settlement agreement and/or judicially determined liabilities have accrued with respect to CSG and/or its Affiliates to the extent that the CD Liability Cap has been reached or exceeded, Customer shall have the option to terminate the CD Amendment Term and each effective statement of work for the provision of Services under this CD Amendment upon not less than ****** **** ***** prior written notice to CSG, which termination shall become effective as of the date specified in such notice, provided that notwithstanding any such termination the Section 20(d) (Termination Assistance), of the Agreement shall continue to apply with respect to the terminated products and services.

6. Content Direct Term. The terms and conditions provided in this Section 6 are exclusive to the provision of the Content Direct System and the Content Direct Services provided under this CD Amendment.

a. Initial CD Amendment Term. The initial term of the Content Direct Services and access to the Content Direct System available under this CD Amendment shall commence on the Effective Date of this CD Amendment and expire *** *** ***** from the first Go-Live Date of the Content Direct Services (the “Initial CD Amendment Term”) unless terminated earlier in accordance with a ******* ** ****** ***** defined in Section **** below.

b. First CD Renewal Option. Prior to the end of the Initial CD Amendment Term, Customer shall have the option (the “First CD Renewal Option”) in its sole discretion to extend the Initial CD Amendment Term for one (1) year (the “First CD Renewal Term”) on identical terms and conditions with written notice to CSG no less than *** *** ****** prior to the expiration of the Initial CD Amendment Term (the “First CD Renewal Deadline”). CSG will use commercially reasonable efforts to notify (such notice, the “First CD Renewal Deadline Notice”) Customer of the approach of the First CD Renewal Deadline not less than ***** *** ****** prior to the First CD Renewal Deadline (the “First CD Renewal Deadline Notice Date”). If the First CD Renewal Deadline Notice is received by Customer following the then-applicable First CD Renewal Deadline Notice Date, then the First CD Renewal Deadline Notice Date shall be extended by an equal number of days by which Customer’s receipt of First CD Renewal Deadline Notice occurred after the First CD Renewal Deadline Notice Date.

c. Second CD Renewal Option. If Customer renews this CD Amendment for the First CD Renewal Term, prior to the end of such First CD Renewal Term, Customer shall have the option (the “Second CD Renewal Option”) in its sole discretion to extend the First CD Renewal Term for one (1) year (the “Second CD Renewal Term”) on identical terms and conditions with written notice to CSG no less than *** (********* prior to the expiration of the First CD Renewal Term (the “Second CD Renewal Option”; the Initial CD Amendment Term and if and to the extent exercised by Customer, the First CD Renewal Term and Second Renewal Term, are collectively referred to as the “CD Amendment Term”). CSG will use commercially reasonable efforts to notify (such notice, the “Second CD Renewal Deadline Notice”) Customer of the approach of the Second CD Renewal Deadline not less than ***** *** ****** prior to the Second CD Renewal Deadline (the “Second CD Renewal Deadline Notice Date”). If the Second CD Renewal Deadline Notice is received by Customer following the then-applicable Second CD Renewal Deadline Notice Date, then the Second CD Renewal Deadline Notice Date shall be extended by an equal number of days by which Customer’s receipt of Second CD Renewal Deadline Notice occurred after the Second CD Renewal Deadline Notice Date.

d. ******* ** ******. At the ***** anniversary of the ***** ** **** ****, Customer shall have the right to terminate this CD Amendment and each statement of work executed hereunder prior to the expiration of the Initial CD Amendment Term if **** **** ***** ******** ********

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****** ** *********** *** ***** *** ******* ****** ****** ** *** *** ** *** ******* ****** ** ** *********** ********* *** ***** *********** ** **** ***** ** **** **** (the “****** ******* Termination Date”). Customer shall have *** **** ******** **** after the ****** ******* Termination Date to exercise its termination right under this Section 6.d. by providing written notice thereof to CSG. If Customer fails to timely exercise its termination right within the foregoing *** **** ******** *** period, such termination right shall be irrevocably waived. Customer acknowledges that, except for such amounts that (i) may have been prepaid for goods and/or services not received by Customer, (ii) in connection with a breach of warranty, or (iii) in connection with the return of products as provided in Section 13(b)(ii)(C) of the Agreement, it shall not be due any refund of any Fees incurred, paid or payable under this CD Amendment or a statement of work if Customer terminates this CD Amendment pursuant to this Section 6.d. The parties acknowledge that as of the Effective Date none of the Fees described in the CD Platform Fee Schedule set forth in Section 10 of this Attachment A are a prepayment for goods and/or services, and such Fees are therefore not subject to refund (if and as invoiced and paid) in the event Customer terminates this CD Amendment pursuant to this Section 6. Termination of this CD Amendment and each effective statement of work pursuant to this Section 6 shall remain subject to Section 20(d), Termination Assistance, of the Agreement.

7. Termination Assistance. In lieu of the provisions of Section 20 of the Agreement, the following provisions shall apply to Termination Assistance provided in connection with the Content Direct Services:

a. Content Direct Termination Assistance. Upon expiration or termination of the CD Amendment or a statement of work for Content Direct Services for any reason, CSG shall, upon Customer’s reasonable written request provide to Customer for up to *** ******* ****** ***** **** (the “Termination Assistance Period”), reasonable assistance and cooperation to transfer and transition to Customer (or Customer’s designee, PCI-certified, if applicable) Customer Content, Consumer Information and Customer’s Intellectual Property in CSG’s possession or as compiled by the Content Direct System as of the date of termination. If Customer requests that CSG provide the foregoing information in a form different than that held by CSG in the Content Direct System, or requests CSG to perform any other services to Customer to transition Customer’s Consumer offering beyond the return of the foregoing information (collectively, the “Content Direct Termination Assistance”), Customer acknowledges that such Content Direct Termination Assistance may be provided by CSG at its discretion, for the CD Professional Services fees provided in Section 10 below and the parties will enter into a separate statement of work or other agreement to document the specific Content Direct Termination Assistance to be provided, the specific Termination Assistance Period and the applicable fees. Customer acknowledges that conditions precedent to CSG’s performance of any Content Direct Termination Assistance are Customer’s obligations to pay CSG any Undisputed Fees related to the Content Direct Services or other amounts outstanding, due or payable to CSG with respect to the Content Direct Services as of the date (or as a result) of the expiration or termination of the relevant statement of work.

8. Intentionally omitted.

9. Content Direct System Ownership and Customer Content or Merchandise Rights

The Content Direct System, all Content Direct Services and, unless otherwise expressly provided otherwise in a statement of work, all Deliverables delivered by CSG under a statement of work, are “Software Products.” In addition, the parties acknowledge that CSG shall own the Content Direct System Usage Data. With respect to any Customer Content and Merchandise that Customer provides to CSG for use, scaling, publication, display, distribution and processing through the Content Direct System, including Customer Content and Merchandise owned by Customer or by a person other than Customer (the “Third Party Content Owner”), Customer warrants that it owns or has the necessary rights from third parties, including any Third Party Content Owner, to use, scale, publish, display, distribute and sell such Customer Content and Merchandise through the Content Direct System and to have such acts performed by CSG on Customer’s behalf. CSG shall not obtain any ownership rights to

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the Customer Content or Merchandise provided by Customer pursuant to this Agreement. In no event shall CSG lease, sell or otherwise commercially exploit any Consumer Information or Consumer Usage Data.

CSG acknowledges and agrees that (a) CSG’s use of the Customer Content and Merchandise shall at all times be subject to and solely pursuant to the express, written approval of Customer, which approval Customer may grant or withhold in its sole and absolute discretion for any reason or no reason, (b) Customer may at any time and from time to time and in Customer’s sole discretion, for any reason or no reason, upon notice to CSG, without the need for any consent, written or otherwise, from CSG, (i) change, alter, delete, add to or otherwise modify the Customer Content and/or Merchandise and (ii) stop CSG’s, Media’s or any of their Affiliates’ or agents’ use of any or all of the Customer Content and/or Merchandise, and (c) CSG shall, and shall cause Media or any of their Affiliates or agents to comply with the terms of such notice as soon as reasonably possible.

The provisions of this CD Amendment are not intended to create, nor shall they be construed as creating or otherwise providing any rights to CSG, Media or any of their Affiliates or agents to purchase or sell products or programming manufactured and/or distributed or otherwise made available by Customer and/or any of its Affiliates. CSG expressly recognizes and agrees that any goodwill now existing or hereafter created through any use of the Customer Content or Merchandise or any related services performed in association therewith shall inure to the sole and exclusive benefit of Customer and/or its Affiliates and licensors.

CSG shall immediately cease using, and shall cause its Affiliates and other agents to cease using, the Customer Content and/or Merchandise upon expiration or termination of this Agreement for any reason or no reason whatsoever and shall, upon written request by Customer, certify such cessation to Customer.

CSG expressly recognizes and acknowledges that this CD Amendment, as well as any past use by CSG, its Affiliates and/or their agents of the Customer Content in any manner whatsoever or in any form whatsoever shall not confer upon CSG, its Affiliates and/or their agents any proprietary or other rights, or title or interest in, to or under any of the Customer Content and/or Merchandise, including, without limitation, any existing or future goodwill in any of the Customer Content and/or Merchandise.

10. Fees. Without limitation of the provisions set forth in Schedule F of the Agreement, the following fee schedule (collectively, “Fees”), terms, and conditions shall also apply with respect to the provision of the Content Direct System and related Services:

Content Direct System Fees Definitions

“Active CD Subscriber” means each (a) *** ********** **********, and (b) ****** ******** *** ******** ** *** ************* who, in a given Billing Period, *******, ***** ** **** * ************ **** * *** ** ** ******* ** * ***** ******** *******. * ******** *** **** **** **** *** ****** ************ ****** * ******* ****** *** **** ******** ***** **** ** ****** ** ** *** *** ****** ** ********** *** **** ******* ******, ****** **** ******** *** ******** ********** ******** **** ************* ******* ** * ****** ******** ******* ** ******** ******** *********, ** ***** **** **** ********** ******* ***** ** ******* ** * ******** *** ******** ****** ** **********.

“Capacity” means the maximum number of aggregate Active CD Subscribers specifically licensed to use the Base CD Platform (as defined in Schedule B) and any licensed Consumer Experiences identified in a statement of work.

“CD ASH Services” means services performed by CSG on the ******* ****** ******’* ********, ********* *** ************ ** ******* ** ********’* *** ** ********** ** *** ******* ****** ****** *** ******* ****** ********. CD ASH Services are subject to the ASH Services

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rate provided in Schedule F of the Agreement. Examples of CD ASH Services include but are not limited to: ****** ***********, ****** *************, ******* **********, ********** *******, *** *******, ***** ***** ******* *******, *** ******** **********.

“CD Professional Services” means implementation, development, integration or configuration services provided by CSG under this CD Amendment or a statement of work specifically with respect to the Content Direct System, which services are subject to the Professional Services rate provided in Schedule F CSG SERVICES, Section V., Technical Services of the Agreement.

“*** ********** **********” means the quotient of ******* *** ******* divided by the ********** **** for such Billing Period. ** *** ********** ********** ** * ***** *********** ** ***-************ ********* ** ********* ********** ****** ** *********** *** ******* ********. By way of example, if (a) ******* *** ******* is $****** and (b) the ********** **** for such month is $**, then (c) the ****** ** *** ********** *********** is *** for such Billing Period ($**,***/$**).

“******* *** *******” means the aggregate revenue ********** ****** processed through the Content Direct System and related Services in a Billing Period from ************* ***** ** ****** (****), ********** ****-*******, ******* **** *** ***** **************** *********, ******* *** ******** ** ******** ******** ** ********* ***, ** *** **** ** **** ********, ****** ** ******* *** *** ********** ** * ******** *******. For the avoidance of doubt, ******* *** ******* ** ******** ** ******* *** ******* **** ********* **** *** *** ** ****** ** ********** ** ************ ******* ** ****** *** ** *** “****** ** **********” **********.

“SaaS Operations Services” means those hosting, IT and hardware administration and network security services performed by CSG, including but not limited to server and operating system monitoring, environment monitoring and maintenance, environment validation, penetration testing, database monitoring, PCI certification, SSAE 16 SOR and Safe Harbor Self-Certification.

“********** ****” means the aggregate revenue ********** ****** processed through the Content Direct System and related Services in a Billing Period ********* ** ********* **** ************ ******** ******* ** ****** ** ********* **** ******* ********** ************ ********.

Content Direct System and Services Fees

CD Platform Fees

Description of Item/Unit of Measure	Frequency		Fee
A. Platform Capacity Contribution
1. Platform Capacity Contribution (Note 1)		********	$	*********
2. Base CD Platform License Fees
a) First Tier License (for up to ******* Active CD Subscribers) (Note 2)		********	$	***********
b) Expanded License Fee (per Capacity of Aggregate Active CD Subscribers) (Note 3-4) (applicable only after the number of Active CD Subscribers exceeds ******* for NOT LESS THAN *** *** *********** Billing Periods)
• ******* to ********* Active CD Subscribers		***********	$	***********
• ********* to ********* Active CD Subscribers		***********	$	***********
• ********* to ********* Active CD Subscribers		***********	$	**********
• ********* to ********* Active CD Subscribers		***********	$	**********
• Each block of ********* Active CD Subscribers in excess of ********* Active CD Subscribers (a “Block”)		***********	$	**********
3. Monthly Active CD Subscriber Fee (per Active CD Subscriber) (Note 5)
a) * to ********* Active CD Subscribers (per Active CD Subscriber)		*******	$	******
b) ********* to ********* Active CD Subscribers (per Active CD Subscriber)		*******	$	******
c) ********* to ********* Active CD Subscribers (per Active CD Subscriber)		*******	$	******
d) ********* to ********* Active CD Subscribers (per Active CD Subscriber)		*******	$	******
e) Greater than ********* Active CD Subscribers (per Active CD Subscriber)		*******	$	******

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Description of Item/Unit of Measure	Frequency		Fee
B. CD Platform SaaS Fees
1. For the ***** **** *** ******* ******* following the first Go-Live-Date		*******	$	*********
2. For Billing Period **** *** and each Billing Period thereafter and if applicable, each Billing Period during the First CD Renewal Term or Second CD Renewal Term		*******	$	*********
C. UltraViolet / DECE Fees (Note 6)		***********		*****
D. Other Services
1. Implementation Services (Note 7)		***********		*****
2. Technical Services (including CD Professional Services and CD ASH Services)		***********		Per Section V. under CSG SERVICES
3. Additional Training and documentation		***********		Per Section VII. under CSG SERVICES

Note 1: Platform Capacity Contribution. Customer shall pay CSG the Platform Capacity Contribution fee set forth in Section 1 of the above table to reserve sufficient capacity on the Content Direct System to serve, consistent with the Availability SLA, the aggregate number of Active CD Subscribers forecasted by Dish during the CD Amendment Term. The Platform Capacity Contribution fee shall be invoiced as of the ********* **** ** *** ******* ** ********* **** and due as provided in the Agreement.

Note 2: First Tier License. Customer shall pay CSG as a ******** license fee of $********* for initial Capacity up to ******* Active CD Subscribers (the “First Tier License Fee”). The First Tier License Fee shall be invoiced as of the ********* **** ** *** ******* ** ********* **** and due as provided in the Agreement.

Note 3: Expanded License Fee. In the event that the Active CD Subscribers exceeds ******* for NOT LESS THAN *** *** *********** Billing Periods, CSG will invoice for the Expanded License Fee based on the Active CD Subscribers applicable tiers listed in the above table. Thereafter Customer’s capacity shall be the aggregate of the initial capacity of 500,000 plus any purchased additional capacity tiers.

Note 4: Expanded License Fees are subject to the following terms and conditions:

(1) Expanded License Fees are applicable only after the number of Active CD Subscribers exceeds ******* for NOT LESS THAN *** *** *********** Billing Periods.

(2) Active CD Subscribers are aggregated from each of the statements of work executed under this CD Amendment, unless a statement of work specifically excludes such aggregation (in whole or in part), and the Active CD Subscribers during a given Billing Period are measured ** ** *** **** *** of each Billing Period (**** *** *** **** ******* ******* *** ********** **** ** *** ** ********* ****);

(3) Tiers may not be skipped; if Active CD Subscribers increase beyond the next Capacity Tier, Expanded License Fees will be due for each Capacity Tier (i.e., if Active CD Subscribers increases from ******* to ********* over *** *** *********** Billing Periods, Expanded Licenses of $********* will be invoiced);

(4) Customer shall not be entitled to any refund of License Fees in the event the number of Active CD Subscribers at any time falls from a higher Tier to a lower Tier; and

(5) Expanded License Fees for a given Tier shall be invoiced in the Billing Period in which the number of Active CD Subscribers increased to a higher Tier or successive Block).

Note 5: Monthly Active CD Subscriber Fees are subject to the following terms and conditions:

(1) The Monthly Active CD Subscriber Fees are calculated on a tiered volume discounting basis. For example for a given Billing Period if there are ********* Active CD Subscribers, then the Active CD Subscriber Fees would be $******* = ($**************) + ($************).

(2) Active CD Subscribers are aggregated from each of the statements of work executed under this CD Amendment, unless a statement of work specifically excludes such aggregation (in whole or in part), and the Active CD Subscribers during a given Billing Period are measured as of *** **** *** ** each Billing Period (**** *** *** **** ******* ******* *** ********** **** ** *** ** ********* ****);

(3) CSG shall invoice the Monthly Active CD Subscriber Fee to Customer ** *** *** ** **** ******* ****** ***** *** ***** ******* **** (the “CD Subscriber Billing Commencement Date”). If the CD Subscriber Billing Commencement Date occurs on a date other than the first day of a Billing Period and/or the last day on which the Content Direct Services are used is on a date other than the last day of a Billing Period, then the Monthly Active CD Subscriber Fee for such Billing Period shall be prorated.

Note 6: UltraViolet / DECE Fees. As of the Effective Date the ******* **** *** *** ********** *** ***** *** ******** ***** ** ***** ******** **** ****** *** ********** *********** ******* (as defined in the DECE Documents). Therefore, Customer acknowledges this Section 10 of this Attachment A does not include any of the fees that may apply to such UltraViolet participation/distribution. In the event that the parties enter into one or more statements of work regarding UltraViolet deployments, then the parties will identify in each statement of work those implementation, licensing and transaction fees that will apply to such UltraViolet deployments.

Note 7: The specific terms of the implementation services shall be set forth in the mutually agreed upon statement of work.

Consumer Experience Rights

Description of Item/Unit of Measure	Frequency		Fee
A. Consumer Experience (Note 1)
1. ***** **** *********** ********* *** ******* **********		********	$	*********
2. ***** ********* ******** *** ******* ********** ******* ******* ****		********	$	*********

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Description of Item/Unit of Measure	Frequency		Fee
3. *********** ******** ******* *** ******		********	$	*********
4. *** ******** ******* *** ******		********	$	*********
5. ****** ** ****** *********** ***********		********	$	*********
6. *** ***** ********** * ******		********	$	*********
7. *** ***** ********** * ****		********	$	*********
8. *** ******** ******* * ****** *******		********	$	*********
9. *** ******** ******* ***** *******		********	$	*********
10. *** ** ****** *********** ******* *******		********	$	*********
11. *** ** ****** *********** ***** *******		********	$	*********
12. ******* ***** ********** * *******		********	$	*********
13. ******* ***** ********** * ******		********	$	*********
14. ******* ******** ******* * ******* *******		********	$	*********
15. ******* ******** ******* * ****** *******		********	$	*********
16. ******* ** ****** *********** ******** *******		********	$	*********
17. ******* ** ****** *********** ******* *******		********	$	*********

Note 1: Consumer Experience Rights Fees. For each Consumer Experience deployed by Customer under a statement of work, Customer shall pay CSG a *********, ****** rights fee as set forth above per ******** **********, *** ********/************, *** ****, *** ***** (each, a “Consumer Experience Rights Fee”). Consumer Experience Rights Fees are payable in advance *** **** **** ** *** and, except as otherwise provided in a statement of work,, are invoiced as of the **-**** **** ** *** ********(*) ********** ***** **** ********* ** **** *** **** *********** *******. For the avoidance of doubt, the items in the list referenced above are distinct and separate Consumer Experiences as of the Effective Date of this CD Amendment.

Payment Processor Gateway Service for Content Direct System

Description of Item/Unit of Measure	Frequency		Fee
A. Setup/Implementation of merchant gateway ID (Note 1)		*** ****	$	********
1. Transactions
2. Payment Processor Gateway Service for Content Direct (*** ***********) (Note 2- 4)		*** ***********	$	******

Note 1: Setup and Implementation fees shall be set forth in a mutually agreed upon statement of work. Set-up fees shall be invoiced as prescribed under the applicable statement of work.

Note 2: Transaction types may include, but are not limited to credit and debit card authorization attempts (Visa, MasterCard, American Express, and Discover), PINless debit validation attempts, reversals, and refunds.

Note 3: Customer shall have one or more separate agreements with card processors and as such shall incur additional fees.

Note 4: The Payment Processor Gateway Service Fee for Content Direct Services will be invoiced based upon a calendar month in arrears.

Note: The fees specified above will be subject to Section 5 - Increase In Fees pursuant to the Agreement.

11. Performance Standards and Remedies. Without limitation of the performance standards and remedies set forth in Schedule G of the Agreement, the following performance standards and remedies shall also apply with respect to the provision of the Content Direct System and related Services:

“Excluded Problems” means Service Interruptions, degradation or problems that are the result of (a) negligent acts or omissions of Customer or its employees, contractors, or agents, including, but not limited, to the repetition such acts or omissions that CSG has notified such persons in writing not to perform or omit to perform, as applicable; (b) failure or malfunction of equipment, networks, applications, services or systems not supplied, owned, controlled or maintained by CSG, its suppliers or third party service providers contracted by CSG in connection with the Content Direct System; (c) Scheduled Maintenance; (d) the failure of power or equipment at the premises of the Customer; (e) Force Majeure; or (f) as provided in Section 3 to this Attachment A, second paragraph entitled “Content Direct Exclusions from Support Services.”

“Interrupted Service Time” means the number of minutes in a Billing Period during which Customer experiences a Service Interruption. The number of minutes of a Service Interruption shall be measured beginning on the date and time that a Service Interruption is reported on a Service Ticket or detected by the Monitoring Software and ending upon the earliest of the (a) date and time when the Service Interruption has been resolved (including resolution verified through the Monitoring Software); and

(b) date and time when the problem reported on the Service Ticket has been downgraded to a ***************** ***** ************* in accordance with Schedule I of the Agreement.

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“Interruption Time Percentage” is equal to (a) the Permissible Interrupted Minutes for a given Billing Period less the Permissible Interrupted Minutes for such Billing Period, divided by (b) the System Availability, as expressed in number of minutes for that Billing Period.

“Monitoring Software” means internal software and/or third party service that simulate transactions for purpose of determining the availability of the Content Direct System.

“Permissible Interrupted Minutes” means the number of minutes for a given Billing Period the Content Direct System may experience a Service Interruption before a Service Interruption Credit is due. The Permissible Interrupted Minutes is equal to the (a) Total Available Minutes available in a Billing Period less (b) the product of Total Available Minutes multiplied by **.*%.

“Scheduled Maintenance” means the qualifying (in accordance with the second sentence of this “Scheduled Maintenance” definition”) time the Content Direct System is not available to Consumers, during which CSG will provide maintenance on such system. To qualify as Scheduled Maintenance time, (i) CSG must have provided Customer notice of such downtime not less than *********** **** ***** prior to the commencement thereof; (ii) such maintenance time must occur during non-holiday weekday mornings and (iii) such maintenance time must not exceed, on an aggregate basis, ***** *** hours in a particular Billing Period.

“Service Interruption” means the occurrence of a ***************** ***** **********, ** ***************** ***** ********* issue (**** as defined in Schedule I of the Agreement), excluding such occurrences resulting from an Excluded Problem.

“Service Interruption Credit” means, with respect to a given Billing Period, the product of the (a) ******* ****** ** ********** Fees received by CSG during such Billing Period multiplied by (b) the Interruption Time Percentage.

“Service Ticket” means a service request (and documentation thereof) reported to or otherwise discovered by the Solution Support Center. CSG will ensure that such requests are documented and marked with the date and time the request was reported to or otherwise discovered by the Solution Support Center and with the date and time that the applicable problem was resolved.

“System Availability” means the time in a given Billing Period (expressed in minutes or as a percentage) the Production Environment of the Content Direct System is available to Consumers or Customer, excluding Scheduled Maintenance.

“Total Available Minutes” means (a) the total minutes available in a given Billing Period (i.e., number of days in Billing Period multiplied by (b) sixty (60), multiplied again by (c) twenty-four (24)).

12. Performance Standards and Remedies. Without limitation of the performance standards and remedies set forth in Schedule G of the Agreement, the following performance standards and remedies shall also apply with respect to the provision of the Content Direct System and related Services:

a. Content Direct System Production Environment System Availability

(i) On and after the Go-Live Date, CSG shall provide System Availability of ****% in respect of ***** ********** ** *** ********** *********** ** *** ******* ****** ****** **** *** ********** ** *** ********* *** *** ******** (** ******** **** * ******* ******) (the “CD Availability SLA”).

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(ii) Excluded Problems (as defined in Section 11 of this Attachment A) shall not count toward the CD Availability SLA in any given Billing Period. Customer acknowledges that any breach of the performance standard under this Section 12(a) shall not, by itself, constitute a breach of any other performance standards set forth in Schedule G of the Agreement. For every month in which CSG exceeds the CD Availability SLA provided in this Section 12(a), a debit shall be applied to that month’s Service Level Credits in Accordance with Exhibit G-1 of the Agreement and Section 13 of this Attachment A. A Debit achieved by CSG pursuant to paragraph 5 of Schedule G of the Agreement may be carried over for use against any Service Level Credits in the ***** (**) ******** **** immediately following the month in which the Debit was achieved. The remaining credits (Service Level Credits minus any applicable debit) shall be applied against the following month’s invoice to Customer from CSG.

13. Performance Remedies. Without limitation of the performance standards and remedies set forth in Section 1 of Exhibit G-1 of the Agreement, the following performance standards and remedies shall also apply with respect to the provision of the Content Direct System and related Services:

a. Content Direct System Production Environment System Availability Credit

For any Billing Period with respect to which the Customer has created a Service Ticket regarding a Service Interruption, the parties shall determine the System Availability for the Billing Period in question. If CSG fails to achieve the CD Availability SLA for any given Billing Period during the CD Amendment Term, CSG shall provide a Service Interruption Credit based on the Service Interruption. In such an event, CSG shall calculate the Service Interruption Credit, apply it against any available debits and once all debits are exhausted, and apply this credit to the following Billing Period’s Fees. The foregoing shall be Customer’s sole and exclusive remedy for CSG’s failure to achieve the CD Availability SLA.

14. Content Direct Services as **** *. Schedule H (of the Agreement), CSG Systems, Inc. Business Continuity/Disaster Recovery Plan is hereby amended to add the Content Direct Services to the list of **** * services.

15. The following terms shall apply specifically to the provision of the Content Direct System and related Services:

Privacy, Data Transfer and Security Obligations.

a. The Parties acknowledge that in order for CSG to provide Customer with Services, it will be necessary for Customer to disclose to CSG certain Consumer Information, which Consumer Information will be processed and stored (subject to the terms of the CD Amendment and applicable law) in the United States. The Parties further acknowledge that with respect to the Consumer Information, (i) Customer acts as a “data controller” (or an equivalent term under applicable law); and (ii) CSG acts as a “data processor” (or an equivalent term under applicable law), on behalf of and pursuant to, the instructions of Customer in order to comply with its obligations under this CD Amendment and under applicable law.

b. Customer represents that it complies, and warrants that is shall during the CD Amendment Term continue to comply with applicable laws in relation to the offer and publication of Customer Content, including limiting the offering of Customer Content to those countries, territories and jurisdictions where such Customer Content is permitted by applicable law, and the collection, use, export and disclosure of Consumer Information. Further, with respect to the transfer to and processing by CSG of Consumer Information in the United States, Customer agrees to provide its Consumers that reside outside of the United States or its territories (including, but not limited to, Puerto Rico) with disclosure required by applicable law and solicit such Consumers’ consent related to such transfer to and processing by CSG in the United States. Customer shall indemnify, defend at its own expense and hold CSG and Media harmless from any claims or actions for damages made by third parties and asserted against CSG resulting from Customer’s breach of its

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representations, warranties and covenants set forth in this Section 15.b. (a “Local Compliance Claim”). Customer’s indemnification obligation under this Section 15.b. is subject to the provisions of Section 13(f) of the Agreement.

c. CSG shall: (i) comply with its obligations under all applicable laws and regulations regarding the collection, use, duplication and disclosure of Consumer Information and Consumer Usage Data, (ii) comply and maintain annual compliance with the Visa Cardholder Security Information Program and PCI Data Security Standards (the “PCI Standards”) and will, upon Customer’s request, provide evidence of such compliance, (iii) implement and maintain reasonable and appropriate organizational, technical and other security measures to protect the confidentiality of Consumer Information and Consumer Usage Data and prevent any unauthorized or unlawful processing, alteration, display, publication or disclosure of, and access to, such Consumer Information and Consumer Usage Data, (iv) not duplicate, copy, reproduce or use any Consumer Information (or any portion thereof) or Consumer Usage Data other than for back-up purposes and as required to perform the Services under this CD Amendment; (v) limit access to the Consumer Information and Consumer Usage Data to Qualified Parties; (vi) only use Consumer Information and Consumer Usage Data for the purposes of fulfilling its obligations under the Agreement, and CSG will not disclose or otherwise process such Consumer Information and Consumer Usage Data except upon Customer’s instructions in writing; and (vii) notify Customer in writing and obtain Customer’s consent before sharing any Consumer Information and Consumer Usage Data with any government authorities or other third parties; provided, that CSG shall not require Customer’s consent to disclose or transfer Consumer Information or Consumer Usage Data (as applicable) to a third party (including, as applicable, the provider of CSG’s Payment Gateway Services) that is specifically and expressly identified in a statement of work executed by Customer as being a permitted recipient of such Consumer Information or Consumer Usage Data (foregoing clauses (i) through (vii) collectively referred to as the “Security Measures”). “Qualified Parties” means CSG employees or contractors (A) who have a bona fide need to access the applicable information in connection with the performance of CSG’s obligations hereunder, and (B) who have executed an agreement with CSG or its Qualified Third Party Contractor (including Media) that is no less restrictive than the provisions set forth in Exhibit B-1(c) of the Agreement. CSG shall (I) take all reasonably necessary precautions to protect the Consumer Information and Consumer Usage Data in connection with disclosures to its employees and contractors; (II) ensure that its employees’ and contractors’ use of the Consumer Information and Consumer Usage Data is strictly in accordance with the limitations contained in the Agreement, and (III) be responsible for the acts or omissions of such third parties with respect to their use of the Consumer Information and Consumer Usage Data and shall defend, indemnify and hold harmless Customer, its impacted Affiliates and its and their respective officers, directors, members, shareholders, partners, employees, agents and legal representatives (“Customer Indemnitees”) from and against any and all claims and suits brought and liabilities, expenses, attorneys’ fees or damages claimed by a third party other than an Affiliate of the Customer Indemnitees for any breach by such third party of CSG’s obligations with respect to the Consumer Information and Consumer Usage Data. For clarity, CSG’s indemnification obligation under this Section 15(c) is subject to the provisions of Section 13(f) of the Agreement and, to the extent such third party’s acts or omissions constitute a Security Breach, Section 5 of this CD Amendment.

d. CSG represents that it adheres to the U.S.-European Union (“EU”) Safe Harbor Framework (“Safe Harbor”) that protects the transfer of certain Consumer Information from the EU (including Switzerland) to the U.S., and has received acknowledgment from the U.S. Department of Commerce that CSG is self-certified under the Safe Harbor (the “Safe Harbor Certification”). CSG agrees to maintain such Safe Harbor Certification during the CD Amendment Term. If at any time CSG no longer participates in, or meets the requirements of, Safe Harbor, CSG shall provide Customer with prompt written notice to Customer, at which time the Parties shall engage in good faith negotiations to execute an amendment to this CD Amendment that incorporates terms and conditions that protect Consumer Information to the same extent as Safe Harbor.

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e. In the event of the unauthorized access to, disclosure of or use of Consumer Information or Consumer Usage Data in violation of this Section 15 not caused by the acts or omissions of Customer or the intentional or willful breach of this Agreement by CSG, Media or their Affiliates and/or agents (a “Security Breach”), CSG shall indemnify, defend at its own expense and hold the Customer Indemnitees harmless from (i) any governmental inquiries and investigations imposed upon CSG or Customer by any governmental authority having proper jurisdiction over such Security Breach and (ii) any claims asserted against any Customer Indemnitee by a third party other than an Affiliate of such Customer Indemnitees arising from such Security Breach (collectively, an “Indemnified Security Breach Claim”). For clarity, CSG’s indemnification obligation with respect to an Indemnified Security Breach Claim under this Section 15.e. is subject to the provisions of Section 13(f) of the Agreement and Section 5 of this Attachment A to the CD Amendment. Damages incurred directly by Customer for a Security Breach shall not be subject to indemnification by CSG but instead shall be subject to a claim by Customer for CSG’s breach of this Section 15 (a “Direct Security Breach Claim”), subject to Section 5 of this Attachment A to the CD Amendment. If CSG is responsible for a Security Breach and applicable law requires CSG to provide (A) notification to public authorities, individuals, or other persons, or (B) undertake other remedial measures (including, without limitation, notice, credit monitoring services and the establishment of a call center to respond to inquiries (each of the foregoing a “Remedial Action”)), then CSG shall, at CSG’s cost, undertake such Remedial Actions and the reasonable out-of-pocket costs and expenses incurred by CSG to provide Remedial Actions may be applied against the Direct Security Breach Cap. If the release of Consumer Information or Consumer Usage Data was caused by Customer, then Customer shall be responsible for the costs and expenses relative to such Remedial Actions and Customer shall also promptly reimburse CSG for the reasonable out-of-pocket costs and expenses incurred by CSG to provide Remedial Actions. The parties acknowledge that to the extent that claims and suits brought and liabilities, expenses, attorneys’ fees or damages claimed are caused by a Security Breach, such claims and suits brought and liabilities, expenses, attorneys’ fees or damages shall be addressed under this Section 15, and not be deemed a breach of Section 21 (Confidentiality) of the Agreement.

f. CSG shall provide at its expense on an annual basis a Service Organization Report for facilities controlled by CSG and/or its Affiliates, including, but not limited to, Media, that store, transmit, or process Consumer Information or Consumer Usage Data in connection with CSG’s provision of Content Direct Services. For purposes of this CD Amendment, a “Service Organization Report” or “SOR” is a report or reports of controls, generally accepted in the industry, in the areas of financial reporting, security, privacy, confidentiality, system availability or processing integrity for the services provided by a hosted solutions provider, service organization, service bureau or other similarly structured provider of software and hardware solutions. CSG shall provide Customer access to a copy of the most current SOR(s) that relate to the Services provided by CSG to Customer; provided that Customer shall treat such SORs as Confidential Information pursuant to the provisions of the Agreement. CSG will use good faith efforts to assist in resolving any issues that may arise between Customer and any independent service auditor firm regarding Customer’s access to such SOR(s). Customer acknowledges that each SOR is CSG’s Confidential Information and is subject to the terms and conditions of Section 21 of the Agreement. For the avoidance of doubt, Customer may not distribute or provide CSG’s SOR(s) to third parties without CSG’s prior written consent.

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SCHEDULE B

CONTENT DIRECT SERVICES

The Content Direct System is packaged as a set of Content Direct Application Server Modules (listed below) that provide their capabilities through a set of Content Direct Web Services (listed below) to a portfolio of Content Direct user applications, including Consumer Experiences (listed below).

This Schedule B identifies the Content Direct System as generally available as of the Effective Date. The Content Direct System is specifically defined in the Documentation, and the references on this Schedule B to available application server modules and Consumer Experiences are qualified in their entirety by reference to the Documentation. The specific Content Direct System provided by CSG to Customer shall be prescribed in each SOW executed under this CD Amendment. Customer acknowledges that the Content Direct System shall not include the telecommunications connections to and from the Internet, the Compatible Interfaces (as defined below), the CD Embedded Site and, if provisioned, a Performance Testing Environment.

For purposes of defining the Fees payable under this CD Amendment and each statement of work executed under this CD Amendment, all of the Content Direct Application Server Modules, Content Direct Web Services, Back Office Applications, Third-Party Products and Content Direct Environments identified below are collectively referred to as the “Base CD Platform.” For the avoidance of doubt, all Consumer Experiences deployed under a statement of work from time to time are excluded from the Base CD Platform; therefore, Consumer Experiences are subject to additional and discrete license/rights fees as set forth in Section 10 entitled “Content Direct System and Services Fees” of Attachment A to this CD Amendment.

Content Direct Application Server Modules

Content Catalog

• Holds metadata for specific Customer Content, including movies, TV shows, apps, games, music, etc.

• Provides ID mapping for titles, Customer Content items, descriptive metadata, etc.

• Managed through Invision Content Studio

Offer Management

• Manages metadata for offers such as bundles, programming packages, subscription services and their respective offer rules

E-Wallet

• Manages and stores payment instruments, including Credit Cards, Stored Value Cards and Gift Cards

Commerce - Purchase Flows

• Shopping Cart, Advice of Charge, Tax, Coupons, Discounts, Redemption

Digital Locker / Entitlements

• Entitlements for individual content

Member Authentication / Federated Identity

• User management, SSO, password reset, credentials linking (UltraViolet, Apple, etc.)

Subscription Management

• Subscription Lifecycle Management - New, Suspend, Renewals, T&C, Penalties, Notifications

Order Management/Workflow

• Fulfillment workflows for products that use workflow engine for their processing and/or integrations

• Access to Workbench Portal

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Household Management

• Household member setup, parental controls, e-wallet privileges, spend limits

Device Management

• Device registration, device limits

International / Localization

• International language and resource string localization and multi-currency support (limited to localization features; non-English language Consumer Experiences subject to annual recurring rights fee per language per Storefront, as prescribed in Section 10 entitled “Content Direct System and Services Fees” of Attachment A to this CD Amendment.)

Consumer Experience Management

• Supports Consumer Experience metadata

• Enables setting up multiple Storefront and distribution channel metadata in Invision Content Studio

Reporting / Analytics

• Reporting Portal / Web Service access to reporting feeds and mRSS feeds

• Customer Care Portal - Customer Care Web Services and/or Customer Care application

Content Direct Web Services

• Access to the functional software capabilities of the Content Direct Application Server Modules is provided through a set of secure web services offered through the public internet over an HTTPS / SOAP-based networking protocol.

• Subscriber Management Services

• Subscriber Authorization Services

• Subscriber Care Services

• Product Catalog Services

• Reporting Services

Consumer Experiences

• HTML5 Full Storefront, Commerce, and Account Management

• HTML5 Commerce, E-Wallet and Account Management Overlay Widgets Only

• Silverlight Download Manager for PC/Mac

• Air Download Manager for PC/Mac

• PC/Mac UV Client Implementer Application

• iOS HTML5 Storefront - iPhone

• iOS HTML5 Storefront - iPad

• iOS Download Manager - iPhone App/SDK

• iOS Download Manager - iPad App/SDK

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• iOS UV Client Implementer - iPhone App/SDK

• iOS UV Client Implementer - iPad App/SDK

• Android HTML5 Storefront - Handset

• Android HTML5 Storefront - iPad

• Android Download Manager - Handset App/SDK

• Android Download Manager - Tablet App/SDK

• Android UV Client Implementer - Handset App/SDK

• Android UV Client Implementer - Tablet App/SDK

Back Office Applications

• Customer Care Portal is a web-based application that provides the authorized users of Customer, using security identifiers, with a broad view of the Consumer’s relationship and a set of customer care transactions including member enrollment, lifecycle management, purchase history, payment history, member management, credits, adjustments, and trouble ticketing. Access to the Customer Care Portal is security driven.

• Invision Content Studio is a web-based application that provides authorized users of Customer, using security identifiers, with an application to manage content metadata as well as manage bundling, discount, pricing, and segmentation rules.

• Reporting Portal is a web-based application that provides authorized users of Customer, using security identifiers, operational, marketing and financial reporting.

Third-Party Products

• Payment Processor Gateway Service. The Content Direct Services are integrated with a payment processor gateway partner for effective and secure credit card payment processing. The payment processor gateway encrypts Consumer Information to ensure that information passes securely between the Content Direct Services and Customer’s credit card processing partner to authorize credit cards and settle credit card transactions for deposit of funds with the Customer’s designated merchant bank (the “Payment Processor Gateway Service”). CSG will provide the Payment Processor Gateway Service to Customer as part of the Content Direct Services; provided Customer must establish its own relationship with its merchant bank.

• Taxing. The Content Direct Services are integrated with taxing software from ********* ***. (“********”). Customer will not be charged for the use of the standard U.S. and International Sales and Use Module from ********. If Customer needs taxing capabilities other than the standard U.S. and International Sales and Use Module, or Customer requests to utilize taxing software from a provider other than ********, the Parties will negotiate the fees, terms and conditions applicable to such additional taxing software and configuration.

Supported Content Direct Environments

• CSG will make available to Customer **** environments as part of Customer’s deployment of the Content Direct System: (*) the Production Environment and (*) IOT Environments for the purpose of staging, integration and development collectively referred to as “IOT Environments.”

• The “Production Environment” is the shared, live production environment on which a Customer may utilize the Content Direct System with Consumers. The Production Environment is subject to the Support Services set forth in Schedule I and the Performance Standards and Remedies set forth on Schedule G and Exhibit G-1 and in Sections 11, 12 and 13 of Attachment A of this CD Amendment, for the provision of Content Direct Services.

Page 21 of 22

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

• The **** non-production IOT Environments shared by Customer, CSG and one or more customers of the Content Direct Services are made available to allow Customer to develop and/or test Software updates or releases that are pre-production, or for such other required configurations or designs to be determined between the parties. The IOT Environments, at the discretion of CSG, may maintain a smaller hardware foot-print, or be virtualized within a datacenter, but will at a minimum make available the then-current release of the Software available on the Production Environment. The IOT Environments are subject to the Support Services set forth on Schedule I for the provision of Content Direct Services, but are not subject to any Performance Standards or related Remedies.

Compatible Interfaces

The means by which Customer can access the Content Direct System and Content Direct Services as of the Effective Date of the CD Amendment Term, including the Content Direct Web Services, are set forth below (the “Compatible Interfaces”). CSG may update the Compatible Interfaces from time to time in its reasonable discretion by providing Customer advance notice consistent with good industry practices, provided CSG shall not cease supporting any item identified below without providing at least *****-**** (**) **** prior written notice to Customer.

• Content Direct Web Services can be accessed through a SOAP or POX protocol running over HTTP/HTTPS.

• CSG will ensure that security credentials are used to validate all transactions in and out of the Content Direct Services environments.

• Machines that are going to access the Customer Care Portal can do so through an Internet Explorer 8.0+ web browser.

• Machines that are going to access the Reporting Portal can do so through an Internet Explorer 8.0+ web browser.

• It is assumed that all Customer-initiated connectivity to the Production Environment and IOT Environment will be coming through a TCP/IP enabled broadband connection.

• Consumers can access the Storefront from a PC or Intel-based Mac running ******** ******** *.*** ****** ***** ****** ***** ** ******* *** *** ********* ******** *********** *.* ******* ******* *** *** ***** ******** ***** ***** ******* *******.

Page 22 of 22

EX-10.23(P)

Exhibit 10.23P

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and

the Redacted Material has been separately filed with the Commission,” and places where information has

been redacted have been marked with (***).

TWENTY-THIRD AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

This TWENTY-THIRD AMENDMENT (this “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and DISH Network L.L.C., a Colorado limited liability company (“Customer”). This Amendment shall be effective as of the date last signed below (the “Effective Date”). CSG and Customer entered into a certain CSG Master Subscriber Management System (Document #2301656) effective as of January 1, 2010 (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following as of the Effective Date:

1. Customer desires to use and CSG agrees to provide CSG’s Customer Profile. As a result, Schedule A, “SERVICES,” of the Agreement is AMENDED by adding “CSG Customer Profile” to the list of Additional Services and by adding the following description to Exhibit A-5 to the section titled “Additional Services” as follows:

CSG Customer Profile. Customer Profile provides the capability to store customer contact, preference and profile data. Through the administrative portal, which is a secure web-based application, preference and profile templates associated to a customer record may be created, updated or deleted. Customers utilizing CSG’s ACP will have the Customer Profile system become the system of record for the CCS customer data. A one-time migration of data from the CCS customer file to the Customer Profile database will be performed as part of the implementation. The functionality is exposed through web services. Customer Profile includes access through ACSR® if Customer has licensed ACSR

2. As a result, Schedule F, Fees, CSG SERVICES, of the Agreement shall be amended to add a new Section IX entitled “CSG Customer Profile,” as follows:

CSG SERVICES

IX. CSG Customer Profile

Description of Item/Unit of Measure	Frequency	Fee
1. Implementation and Configuration (Note 1)	*** *******		*****
2. Hardware and Software Fees (Note 2)	********	$	**********
3. Customer Profile Managed Services Support Fees for up to *** customer records (Note 3-6)	*******	$	*********

Note 1: Implementation and Configuration. All implementation and configuration services and the associated fees shall be set forth in a mutually agreed upon statement(s) of work. Reimbursable Expenses are additional.

Note 2: Non-refundable Hardware and Software one-time fees will cover the initial ** ***** period and shall be invoiced upon execution of the Amendment under CSG #2313021. Thereafter, CSG may initiate a discussion with Customer with regard to a potential Hardware refresh, based upon reassessment of the size and performance of Customer’s environment.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Note 3: Initial Managed Services Support Fee includes:

• Customer Profile maintenance and support, including, without limitation, a license to use Customer Profile in CSG’s managed services environment during the Term of the Agreement

• Environment maintenance and support (includes changes/updates required for **** *** ****)

Note 4: Customer Profile includes storage of up to *** ** for up to ********** ******** ******* (additional storage shall be provided pursuant to a mutually agreeable statement of work). For clarification purposes, storage shall be counted in the aggregate and shall not exceed *** ** *** ********** ******** *******. Vantage storage costs shall be additional.

Note 5: The use of Customer web services will be counted towards the SLBOS TPS capacity tiers.

Note 6: The monthly managed services fee provides storage for third-party data related to Interactivate integration services, and storage of required Customer Master and NAA Master Fields on the Customer Profile existing as of the Effective Date. Fees for additional storage of data will require an additional amendment and statement of work.

3. Schedule H, “CSG Systems, Inc. Business Continuity / Disaster Recovery Plan” of the Agreement is hereby AMENDED to add Customer Profile to the list of MARC I services.

4. Schedule G, “Performance Standards and Remedies” of the Agreement is AMENDED to include the following:

2.11 Customer Profile Availability. Except as otherwise provided below, as measured by the CSG host computer, the on-line system for Customer Profile shall be Available an average of **.*% of the time, measured on a daily basis, twenty four (24) hours per day, seven (7) days per week, excluding the following scheduled Downtime:

Description	Eligible Days	Duration	Timeframe	Required Prior Notice
Daily Processing	All	****** **** *******	**** A.M. - **** A.M. (MT)	CSG must provide forty-eight **** ***** prior notice to extend the timeframe to **** A.M. (MT).
Monthly (twice per month)	All	****** **** *******	**** A.M. - **** A.M. (MT)	*** *** *****
Quarterly	All	**** *** *********** *****	**** A.M. - **** A.M. (MT)	*** *** *****
Emergency Downtime	All	TBD - based upon situation	TBD with Customer’s prior written approval. (which may be provided via e-mail)	The lead-time provided under these circumstances will be dependent on the particular emergency.

CSG shall not be responsible for its failure to meet the performance standard set forth in this paragraph 2.11 due to causes beyond its control, including, but not limited to any failure that is the direct result of the inoperability of networks (LANs or WANs), or any hardware or software located on Customer’s premise or Customer’s use of personal computer macros or other methods that automatically generate excessive on-line transactions. Customer acknowledges that a breach of the performance standard under this paragraph 2.11 shall not by itself constitute a breach of any other performance standards set forth in this Schedule G.

5. EXHIBIT G-1 “Performance Remedies” of the Agreement is AMENDED to include the following under Section 1 “Availability”:

c. Customer Profile Availability. The following chart sets forth the amounts for the Service Level Credits/Debits with respect to the system availability performance standard. An additional ******* **** ******* will be added following each outage for purposes of calculating Service Level Credits and Debits. For Clarification purposes, in the event CCS is unavailable, Customer shall not be entitled to a Service Level Credit for Customer Profile Availability in the event Customer Profile is simultaneously unavailable.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

	Peak Time		Non-Peak Time
Customer’s Service Level Credit	$	*****/******	$	*****/******
CSG’s Earn Back (Debit)	$	*****/******	$	*****/******

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

DISH NETWORK L.L.C.		CSG SYSTEMS, INC.
By:	/s/ Michael K. McClaskey	By:	/s/ Peter E. Kalan
Name: Michael K. McClaskey		Name: Peter E. Kalan
Title: Senior Vice President and Chief Information Officer		Title: President, CEO
Date: 5/24/12		Date: 5/25/12

EX-10.23(Q)

Exhibit 10.23Q

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and

the Redacted Material has been separately filed with the Commission,” and places where information has

been redacted have been marked with (***).

TWENTY-FOURTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

This TWENTY-FOURTH AMENDMENT (this “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and DISH Network L.L.C., a Colorado limited liability company (“Customer”). This Amendment shall be effective as of the date last signed below (the “Effective Date”). CSG and Customer entered into a certain CSG Master Subscriber Management System (Document #2301656) effective as of January 1, 2010 (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following upon the Effective Date:

1. Customer desires, and CSG agrees, to standardize the interfaces and applications between Customer’s **** and **** environments.

2. Exhibit A, Environment Matrix, to this Amendment sets forth the various environments impacted by the Integrated Operations Testing (“IOT”) environment standardization. The matrix states (i) whether an environment is needed by Customer in its **** and/or **** environments, (ii) if an environment is needed, the environment(s) in which standardization has been completed, and (iii) the environment(s) in which standardization needs to be completed by way of this Amendment.

3. Customer and CSG agree as to the following assumptions in connection with the IOT environment standardization:

• The **** and **** environments are not designed for load testing. Any load testing will need to be requested by Customer and coordinated by CSG, with the potential for increased costs.

• The **** and **** environments are not high availability environments, meaning, there is no redundancy built into any of the hardware or software.

• Paper statements must be requested by Customer for any or all of the IOT environments and will not generate automatically.

• Statements will be available in ********* for the **** and **** environments.

• Nightly cycle will occur ***** *** **** per week, between **** a.m. and **** a.m. Mountain time, with the understanding that Customer can request a Friday afternoon cycle on an exception basis with a minimum of *** *** **** advance notice.

• Current IOT support requirements shall be as set forth in the Twelfth Amendment to the Agreement (CSG #2308298).

• Hardware costs for SLBOS allows for isolated environments for **** and **** whereby each environment can support its own version of code without impact to another environment.

• Items on Exhibit A, Environment Matrix, listed in the “Environment Needed” column as “No” have been reviewed by Customer and Customer agrees that those items are not required at this time. Future requests for those items listed in the “Environment Needed” column as “No” will be handled independent of this Amendment.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

• The SLBOS server is approximately an ***** *** **** lead time (*** *** ***** ** ***** *** *** *** ***** ** *********).

• Code deployments into the **** and **** environments will follow the guidelines and assumptions set forth in the Twentieth Amendment to the Agreement (CSG #2309714).

4. As a result, Schedule F, Fees, CSG Services, Section I, entitled “Processing,” subsection G entitled “Integrated Operations Testing Environment for **** and ****” shall be deleted in its entirety and replaced with the following:

G. Integrated Operations Testing Environment for environments **** and ****

Description of Item/Unit of Measure	Frequency		Fee
1. Integrated Operations Testing Environment for environments **** and ****
a) MIPS (capacity of ** *** *****)		*******	$	**********
b) DASD (capacity of *** ** *** *****) (Note 3)		*******	$	**********
c) Allocation of CSG Hardware/Software		*******	$	**********
d) Monthly Support (Note 1)		*******		Per Exhibit A-1.7. (ASH)
2. Additional allocation of CSG Hardware/Software		********	$	**********
3. Build out IOT regions (Note 2)		********		*,*** *** Per Exhibit A-1.7. (ASH)

Note 1: Monthly support of the IOT environment will be provided on a time and materials basis using ASH.

Note 2: The build of the IOT environments is on a time and materials basis using ASH. The ***** ASH listed above are an estimate.

Note 3: For clarification purposes, the DASD capacity includes *** ** (per the 12th Amendment, CSG document number 2308298, executed May 9, 2011), and *** ** (per SOW #2310612, executed October 13, 2011).

For clarification purposes, invoicing for the additional allocation of CSG Hardware/Software one-time fee of $********** and the monthly increase in allocation of CSG Hardware/Software of $********* listed above, shall begin in the month the CSG Smartlink® BOS and Interactivate work is completed (estimated to be complete ***** **** **** following execution of this Amendment).

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

DISH Network l.l.c.		CSG SYSTEMS, INC.
By:	/s/ Michael K. McClaskey	By:	/s/ Joseph T. Ruble
Name: Michael K. McClaskey		Name: Joseph T. Ruble
Title: Senior Vice President and Chief Information Officer		Title: EVP, CAO & General Counsel
Date: 6-5-12		Date: 6-6-12

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Exhibit A

Environment Matrix

	Environment Needed?	Completed Environment(s)	Needed Environment(s)
***	Yes	05, 07
*****	Yes	05, 07	Isolate 05 and 07
****	Yes	05, 07
***** **	Yes	05, 07
************ **** **********	Yes	05, 07
***** ************ **** ***** *********	Yes	05, 07
*** ***************	Yes	05, 07
*******	Yes	05, 07
********* *******	Yes	05, 07
***	Yes	05, 07
****** ************	Yes	05, 07
******** ******* ******* *****	Yes	05, 07
*** ********* ********* ******* **********	Yes	05, 07
********* **	Yes	05, 07
***	Yes	05,07
********* ***	Yes	05, 07
***	Yes	05, 07
*** ***** ******	Yes	05, 07
******	Yes	05, 07
*******	Yes	05, 07
***********	Yes	05, 07
***** *********	Yes	05	07
************	Yes	05	07
***** **********	Yes	05	07
******* *********	No	05, 07
*** ** ********	No	05, 07	none
*** * **	No	none	none
******* ****	No	none	none
******* ******	No	none	none
********	No	none	none
*********** *********	No	none	none
*********	No	05	none
**** *****	No	05	none
*******	No	none	none
*******	No	none	none

EX-10.24(G)

Exhibit 10.24G

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

FIFTY-SEVENTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Fifty-seventh Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and Time Warner Cable Inc. (“TWC”). CSG and TWC entered into a certain CSG Master Subscriber Management System Agreement executed March 13, 2003, and effective as of April 1, 2003, as amended (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and TWC agree to the following as of the Effective Date (as defined below):

1. TWC hereby requests and CSG agrees to provide its Order Account Audit Tool (“OAAT”) that will include a series of edits during the order creation process by TWC’s Customer Service Representatives (“CSRs”) that will notify the CSR if an order has violated an order audit rule. OAAT will allow CSRs to complete orders with higher accuracy.

a) As a result, Schedule C, “Basic Services and Additional Services and Associated Exhibits,” of the Agreement is modified by adding the following to the Section entitled “Additional Services”:

Order Account Audit Tool (OAAT)

b) As a result, Schedule C, “Basic Services and Additional Services and Associated Exhibits,” of the Agreement is modified by adding the following to the Section entitled “Services Description”:

OAAT Services. The OAAT will allow Customer Service Representatives (“CSRs”) to complete orders with a higher degree of accuracy by providing a series of edits during the order creation process that will notify CSRs if the order has violated a rule. CSG shall develop and provide a hosted database, which will include all Customer audit rules created at Customer’s request in connection with the OAAT Service. The hosted OAAT Services architecture will provide for production and hot backup for failover protection.

c) As a result, Schedule F, “Fees,” of the Agreement shall be amended to include the following fees for the Services to be performed in connection with the development, implementation and support of the OAAT. For avoidance of doubt, *** ******* *** ***-**** fees for the OAAT Service set forth below, includes usage by all Participating Affiliates that desire, from time to time, to use and receive the OAAT Service (subject to the support limitation noted below):

*********** ** ****/**** ** *******	*********	***
A. CSG Order Account Audit Tool (“OAAT”) (Note 6) (Note 8)
1.      **** ********** ************** *** (Note 1)	***-****	$	***,***.**
2.      ********* ******* **** (Note 4) (Note 5) (Note 7)
•      **** ********** ******* *** (Note 2) (Note 3)	*******	$	**,***.**
•      ******* ****** ****	*******	$	*,***.**

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Note 1: The development, initial implementation and lead times will be set forth in that certain Statement of Work to be executed by TWC and CSG (CSG document no. *******).

Note 2: ********** ******* **** ******** ***** *** ******* ********** ** **** **** ********** ** ************ ** **** * *****. ********** ******* **** ** ******* ** *** ******* ***** ***** ***** *** *****. *** **** ****** *** **** ********* **** ********* ****** ******* ***** ** *** ******* ***** ** *** ***** *****. ********** **** **** ** ******* *** ***** ********* **** ******* ***** *** **** ** *** ***** ** * ******** ******** ****** **** ********* ** ****.

Note 3: *** ******* ********** ******* *** ****** ****-********** *******, ********* ********* ********** *********, ********* ******** ******** ********, **** ********* ****** *******, *** **** ******** *******. ********** ******* **** ********, *** ** *** ******* **, ********* **** ** ******* **** ******* ***** **** *****, ********* ******* ** **** ******** ** *** *** ** *** ********, *********, ********, ** *********** ************* *******. ********** ******* ** ******** ** ******* ********** ****** *** **** *** ******* ***-******* *******, ********* ******** *************** *** *********, ********** ******* ***** *** ** **** *** ********** *********** ** ************* ********** *** ***** ** ******* ****.

Note 4: *** ****** ** ** ******** *** * ******* ** ****** **** ****** *** *** ******* ****** **** ********* ************** ** **** **** “********** ******”*; ********, *******, **** ** ** ***** ***** *** ** *********** *** ******* ****** **** ** *** ***** ** *********** ** **** ** *** ****** *** ********** ****** *** ******* ******** ** ******* *.**** ** *.**** ** *** *********. ** *** ***** ********* ****** *** ** **** ***** **** ****** *** ************ ** *** ******* **** ********** ************ ************ ** ************** ****** ***** ************* ******** ** *** *******, *** ********* ** *****, ** ** **** **** *** ********** ************ **** ** ******* **** ******** ***** *** ********* ** **** ********** ** **** * ******, *** *****, **** ***’* *******, ******* * **** ***** ******** ** **** ** ****** *** ******* **** ********** ************ ** *********** **** ********** *****. ** *** ****** ** ******* **** **** *********, *** ******* ***** ********* ** **** ***** * ******** ****** **** ********* *** ********* ** **** ** ******* *** ***** ** **** *********.

Note 5: The fees set forth in the pricing table above are subject to increase pursuant to Section 5.4 of the Agreement.

Note 6: *** ************* ********, **** *** ********* **** ** **** *********, **** ******* ********* ** **** ****** “***** ***** **** ***” ***** *** **, **** **** ******** **. ********, ** *** ******* ***, ** ******* ** ** *** ******* ******** *”************* *********”*, *** *** **** ** ********** *** ************* ********* ***** **** ********* ** **** ***** ************* ******** ********* *** ** *** **** ******** ********* ** ** *** ********* ****.

Note 7: *** ******** ** **** ******** ***** **** *********, *** ****** ** ********** ******* ** ** **** *** ************* ********** ********** ** *** *** **** ********* ******* **** ** **** ********** ***** ** ***** ** ******** ** ***. *************** *** *********, *** *** ****** *** ********** ************* ********** ** ** ******** ** *** *** *** **** ********* ******* **** *** *** ********** ********** ***** ** ********* *** **** ** **** **** ***** **** ****’ ***** ******* ****** ******* ** ************ ********* ******** **** *** ********* ********** ****** **** ** *** ***** ** ***** *** **** ********* ******* ****. *** ********* ***************, *** *** *** *********** *** ***** **** *** ***** ** *** ***** ** *********** *** *** ******* *** *** ***** *********.

Note 8: *** ***** ** ******** *, ******* ******* ***************, *** ******* ****** *** **** ******** ***** ** ********* ** ** ******* ** ******-**** **** ***** *** ***, ***** *** **** *** ****, ******-***** ******* ***** ** *** ****, ******** ** * ******* *****, ********* *******, ******, ******* *** ********* ********* ******** **** “**** ****** *********** ********”*. **, ****** *** ***** ** ***** *** ** ********* **** ********, *** **** ******** **** ** **** *** **** ****** *********** ********, *** ***** ***** *** * ****** ** *** ****** ** *** ******* ******* ****** **** ********** ** *** ***** ** ***** *** **** ****** *********** ******** *** *** ***, ******* ** **** *. *** ********* ** *****, ******* ******* ** ******** * ***** ***** ********* **** ******* ** *** ********* *** **** * ******* ****** ******* ***** *** *********** ******** ********* ***** *** *********** ** *** ******* ****** *** *** **** ********, *** *** ******* ** *** ** ******* **** ******* ****** *** *** ***** ** ********** **** ******* ****** ***** ********** * ****** ******** ** ******* *** **** ****** *********** ******** *** **** *****. *** ***** *** ** *********** *** *** ******** ******* ***** ** *** ****** ****** ** ************* ** ******** ***** ** *****, ** *** ******** ** ******** ******* ** **** ********’* *******. *** ************ **** *** ****** ** *** **** ****** *********** ******** ********* ***** *** ********** * ****** ** *** ***** *********** ********* *** ***** ** *** *********. *** *** *** *********** **** ** ** *********** *** ********* ********* ** ********* *** ****** ******* ** **** ******** **** *** *********** ****** **** ***’* ******* ** ******* ******* *********** ***** **** *********. ***********, *** *** ****** ******** *** ********* ** ******* ** ***’* ****** ** *** **** ****** *********** ******** **** ** *** ********** *******, *** *** * *******, *** *** ********** *** *** **************** ** *** ******** ******* ** ********* **** * ******* ** *** ** ****** **** *** **** ****** *********** ********. ****** *** **** ********’* ****** ***** ******* *.* *** *.* ** *** ********* *** **** ********’* ***** ** ****** ******* ******* ** *** ********** ** ********* *** ***** ** ******* *.* ** *** ********* **** *** *********** ** *** **** ******** ** ** ** ****** ** *** ******** *** ***’* ******** ****** ******** ** ******* *.*, *** **** ********** ******* **** ** * ******** ********* ** * ****** ** ***’* ******* ** **** *** **** ****** *********** ******** ***** ** ********’* **** *** ********* ****** ***** *** ********* **** ******* ** **** *******.

2. Participating Affiliates may use and receive the OAAT Services without any requirement that such Additional Service be set forth in any such Participating Affiliate’s Affiliate Addendum. Subject to Note 4 of Schedule F, Fees, relating to the ********** ******, in addition to TWC’s termination rights set forth in Article 6 of the Agreement, TWC shall also have the right to terminate any Customer’s use or receipt of the OAAT Services, if applicable, for convenience, without notice to CSG, and TWC may terminate the OAAT Services in their entirety upon written notice to CSG upon which all OAAT Recurring Monthly Fees shall cease.

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives, effective as of the day and year last signed below (“Effective Date”).

TIME WARNER CABLE INC. (“TWC”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Frank Boncimino	By:	/s/ Peter E. Kalan
Name:	Frank Boncimino	Name:	Peter E. Kalan
Title:	SVP, Chief Information Officer	Title:	President, CEO
Date:	December 15, 2011	Date:	12/21/2011

EX-10.24(H)

Exhibit 10.24H

FOIA CONFIDENTIAL TREATMENT REQUEST

CSG SYSTEMS INTERNATIONAL, INC.

SIXTY-FIRST AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

csg SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Sixty-first Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and Time Warner Cable Inc. (“TWC”). CSG and TWC entered into a certain CSG Master Subscriber Management System Agreement executed March 13, 2003, and effective as of April 1, 2003, as amended (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and TWC agree to the following as of the Effective Date (as defined below):

1. TWC hereby requests and CSG has agreed to provide its Customer Intelligence—Intelligent Accounts Receivables (“Intelligent AR”) service for the following TWC systems/principals (“SPAs”) only: *********; *********; *********; *********; *********; ********* and ********* (collectively, for purposes of this Amendment, the “**** Region SPAs”). CSG Intelligent AR is a service bureau offering that leverages Connected Subscriber behavior data of TWC and applicable Participating Affiliates and will allow TWC and such Participating Affiliates to develop insight, through the use of data mining and predictive models, and make that insight actionable to TWC and such Participating Affiliates through the use of native integration of such information with CSG’s Products and Services provided to TWC and such Participating Affiliates. The Intelligent AR service is offered through pre-packaged solutions but can also be configured to support specific TWC and/or Participating Affiliate requirements. The Intelligent AR includes the infrastructure and processes required to develop and maintain historical behavior information of TWC and Participating Affiliate Subscribers and provide predictive subscriber analytics, pre-integrated with CSG’s customer care and billing solutions.

a) As a result, Schedule C, “Basic Services and Additional Services and Associated Exhibits,” of the Agreement is modified by adding the following to the Section entitled “Additional Services”:

Customer Intelligence - Intelligent Accounts Receivables (Intelligent AR)

b) As a result, Schedule C, Basic Services and Additional Services and Associated Exhibits,” of the Agreement is modified by adding the following to the section entitled “Services Description”:

Customer Intelligence - Intelligent Accounts Receivables - CSG’s Intelligent Accounts Receivables (“Intelligent AR”) is an offering by which CSG will perform behavior analytics and predictive models on Customer’s Connected Subscribers’ payment behavior data which will then enable Customer to configure and classify payment groups of Connected Subscribers and treatment paths based on such predictive behavior analytics. The payment group data will be updated daily and integrated with CSG’s Enhanced Accounts Receivables (“EAR”). As a result, Customer will have the ability to leverage the resulting payment group classification information to target collections strategies and utilize resources more appropriately.

FOIA CONFIDENTIAL TREATMENT REQUEST

CSG SYSTEMS INTERNATIONAL, INC.

c) As a result, Schedule F, “Fees,” of the Agreement shall be amended to include the following fees:

Description of Item/Unit of Measure	Frequency		Fee
Intelligent Accounts Receivable (Note 1) (Note 2)
1. Implementation Fee (per request) (Note 1)		*** ****		*****
2. Intelligent AR Support Services (Note 2) (Note 4)		*******	$	*********
3. Additional Capacity Fee (Note 3) (Note 4)		*******	$	********

Note 1: The parties agree to execute a separate Statement of Work for implementation of Intelligent AR services in the **** Region SPAs (CSG document no. *******). The fees provided herein are only applicable to the **** Region SPAs and any additional SPAs shall be subject to such fees to be negotiated by the Parties pursuant to a subsequent amendment to the Agreement and Statement of Work.

Note 2: CSG shall provide Support Services for the Intelligent AR, and problems shall be reported and resolved, in accordance with the priority levels set forth in Section II. of Schedule H of the Agreement. Support Services shall commence after implementation of Intelligent AR as contemplated in Note 1 above. Support Services shall include up to ******-**** **** ***** per month of analytics support (“Analytics Support”). Analytics Support shall consist of Customer business requirement updates to the modeling analysis and data analytics direct support. Analytics Support in excess of the *********** **** hours per month shall be billed at TWC’s then current hourly rate for Technical Services. CSG shall notify TWC when ****** ******* ***** of the Analytics Support hours have been exhausted in any given month. Following the first anniversary date after implementation of Intelligent AR as contemplated in Note 1 above, this Support Services Fee is subject to increase pursuant to Section 5.4 of the Agreement.

Note 3: Initial capacity includes up to **** ******* *********** Connected Subscribers; additional Capacity Fee of $******* ******* Rate for incremental capacity of **** ******* ******** ********* Connected Subscribers (i.e., for ********* ** ** ********* Connected Subscribers, the recurring fees will be the specified Support Services Fee plus $******** per month) which shall be invoiced in arrears, pursuant to Article 5.2 of the Agreement, based on Intelligent AR service provided by CSG for the prior ******** *****. Following the first anniversary date after implementation of Intelligent AR as contemplated in Note 1 above, this Additional Capacity Fee is subject to increase pursuant to Section 5.4 of the Agreement.

Note 4: CSG agrees to separately invoice up to three (3) Participating Affiliates, as designated by TWC, for the ******* fees set forth above on such allocation basis as designated by TWC. Notwithstanding the foregoing, TWC may change the Participating Affiliates to be invoiced by CSG for such ******* fees with at least ***** **** ****’ prior notice (e-mail is acceptable) to CSG; provided, however, that the aggregate equals the ******* fees set forth above. TWC and CSG acknowledge and agree that regardless of which Participating Affiliate is invoiced, TWC shall at all times be responsible for any amounts due and owing hereunder.

d) Schedule L, Disaster Recovery Plan, of the Agreement is amended to add Intelligent AR under the MARC III classification.

2. For avoidance of doubt, any and all analysis, scores, reports, records or data created, derived, compiled or added by CSG to any Customer Data of TWC and/or any Participating Affiliate in connection with the Intelligent AR service, in each case, irrespective of the form, is the exclusive property and Confidential Information of TWC (the “TWC Data”) and deemed to be Customer Data under the Agreement. In no event shall CSG retain, store and/or supplement any of its databases with any such TWC Data, in whole or in part, except in connection with any CSG Products and Services provided to TWC and Participating Affiliates, nor shall CSG utilize any external information and/or any databases of any third party for purposes of providing the Intelligent AR service or share any such TWC Data with any third parties without obtaining the prior written consent of TWC, signed by an authorized officer of TWC. Upon expiration or termination of the Agreement, including any Termination Assistance Period, CSG shall include all TWC Data for the then current past six (6) months from the date of such expiration or termination for West Region SPAs identified in any Deconversion Notice.

3. For avoidance of doubt, Participating Affiliates may use and receive the Intelligent AR service without incurring any additional fees hereunder to the extent any such Participating Affiliate’s use and receipt of the Intelligent AR service is in connection with one or more of the West Region SPAs, without any requirement that such Intelligent AR service be set forth in any such Participating Affiliate’s Affiliate Addendum. In addition to TWC’s termination rights set forth in Article 6 of the Agreement, TWC shall also have the right to terminate any Participating Affiliate’s use or receipt of the Intelligent AR service, if applicable, for convenience, without notice to CSG, subject, however, to Note 4 in Section 1(c) above, and TWC may terminate the Intelligent AR service in its entirety upon at least thirty (30) days’ prior written notice to CSG upon which all Intelligent AR service Monthly fees shall cease.

FOIA CONFIDENTIAL TREATMENT REQUEST

CSG SYSTEMS INTERNATIONAL, INC.

This Amendment is executed and effective as of the day and year last signed below (“Effective Date”).

time warner cable inc. (“TWC”)	CSG SYSTEMS, INC. (“CSG”)
By: /s/ Frank Boncimino	By: /s/ Michael J. Henderson
Name: Frank Boncimino	Name: Michael J. Henderson
Title: SVP, Chief Information Officer	Title: EVP Sales & Marketing
Date: June 25, 2012	Date: 6/29/12

EX-31.01

EXHIBIT 31.01

CERTIFICATIONS PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Peter E. Kalan, certify that:

1. I have reviewed this report on Form 10-Q of CSG Systems International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 8, 2012	/s/ Peter E. Kalan
		Peter E. Kalan
		Chief Executive Officer and President

EX-31.02

EXHIBIT 31.02

CERTIFICATIONS PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Randy R. Wiese, certify that:

1. I have reviewed this report on Form 10-Q of CSG Systems International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 8, 2012	/s/ Randy R. Wiese
		Randy R. Wiese
		Executive Vice President and Chief Financial Officer

EX-32.01

EXHIBIT 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Peter E. Kalan, the Chief Executive Officer and Randy R. Wiese, the Chief Financial Officer of CSG Systems International Inc., each certifies that, to the best of his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CSG Systems International, Inc.

August 8, 2012

/s/ Peter E. Kalan

Peter E. Kalan

Chief Executive Officer and President

August 8, 2012

/s/ Randy R. Wiese

Randy R. Wiese

Executive Vice President and Chief Financial Officer

XML

Commitments, Guarantees and Contingencies (Details)	6 Months Ended
	Jun. 30, 2012
Commitments, Guarantees and Contingencies (Textual) [Abstract]
Warranty Period	90 days

XML

Debt (Details Textual) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Debt (Textual) [Abstract]
Unamortized original issue discount	$ 27,827,000	30,256,000
Voluntary repayment	7,000,000
Term loan, mandatory principal payments during term, with remaining principal balance due December 2015, interest at adjusted LIBOR plus 3.75% (combined rate of 4.22% at June 30, 2012 and 4.30% at December 31, 2011) [Member]
Debt (Textual) [Abstract]
Term Loan description	LIBOR plus 3.75%
Combined rate of interest on principal balance	4.22%	4.30%
Interest rate on LIBOR	3.75%
Principal repayments	17,000,000
Mandatory repayment	10,000,000
$100 million revolving loan facility, due December 2015, interest at adjusted LIBOR plus applicable margin [Member]
Debt (Textual) [Abstract]
Outstanding borrowings	0
Amount available under revolving credit facility	100,000,000
Amount of revolving credit facility	100,000,000
2010 Convertible Notes - senior subordinated convertible notes; due March1, 2017; cash interest at 3.0%; net of unamortized original issue discount ("OID") of $27,827 and $30,256, respectively [Member]
Debt (Textual) [Abstract]
Interest rate on senior subordinated convertible notes	3.00%
Unamortized original issue discount	$ 27,827,000	30,256,000

XML

Summary of Significant Accounting Policies (Details Textual) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Summary of Significant Accounting Policies (Textual) [Abstract]
Carrying value of credit agreement debt	$ 295,173,000		$ 295,173,000		$ 309,744,000
Summary of Significant Accounting Policies (Additional Textual) [Abstract]
Cost of postage	65,100,000	65,300,000	132,500,000	133,100,000
Restricted cash	2,900,000		2,900,000
Proceeds from the sale/maturity of short-term investments			16,800,000	17,700,000
Par Value of Convertible Debt	150,000,000		150,000,000
Estimated Fair Value of Convertible Debt	152,000,000		152,000,000
Short-term investment contractual maturities			1 year		1 year
Cash equivalents, maturity period			Three months or less
Credit agreement debt [Member]
Summary of Significant Accounting Policies (Textual) [Abstract]
Carrying value of credit agreement debt	173,000,000		173,000,000
Fair value of Credit Agreement debt	$ 184,000,000		$ 184,000,000

XML

Long-Lived Assets (Details 1) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Carrying values of ongoing amortized Intangible assets
Gross Carrying Amount, Client contracts	$ 260,800	$ 257,628
Client contracts, Accumulated Amortization	(172,700)	(159,225)
Client contracts, Net Amount	88,100	98,403
Gross Carrying Amount, Software	91,240	86,487
Software, Accumulated Amortization	(62,602)	(56,521)
Software, Net Amount	28,638	29,966
Gross Carrying Amount, Total	352,040	344,115
Accumulated Amortization, Total	(235,302)	(215,746)
Net Amount, Total	$ 116,738	$ 128,369

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in Preparation of Financial Statements. The preparation of the accompanying Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Postage. We pass through to our clients the cost of postage that is incurred on behalf of those clients, and typically require an advance payment on expected postage costs. These advance payments are included in “Client deposits” in the accompanying Condensed Consolidated Balance Sheets (the “Balance Sheet” or “Balance Sheets”) and are classified as current liabilities regardless of the contract period. We net the cost of postage against the postage reimbursements for those clients where we require advance deposits, and include the net amount in processing and related services revenues. The cost of postage that has been shown net of the postage reimbursements from our clients for the second quarters of 2012 and 2011 were $65.1 million and $65.3 million, respectively, and for the six months ended June 30, 2012 and 2011 were $132.5 million and $133.1 million, respectively.

Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of June 30, 2012, our cash equivalents consist primarily of institutional money market funds, commercial paper and time deposits held at major banks.

As of June 30, 2012, we had $2.9 million of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in “Cash and cash equivalents” in our Balance Sheet.

Short-term Investments and Other Financial Instruments. Our financial instruments as of June 30, 2012 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, interest rate swap contracts, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value.

Certain of our short-term investments and cash equivalents are considered “available-for-sale” and are reported at fair value in our Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented.

All short-term investments held by us as of June 30, 2012 and December 31, 2011 have contractual maturities of less than one year from the time of acquisition and consisted entirely of commercial paper. Proceeds from the sale/maturity of short-term investments for the six months ended June 30, 2012 and 2011 were $16.8 million and $17.7 million, respectively.

The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for financial assets and liabilities measured at fair value on a recurring basis (in thousands):

	June 30, 2012						December 31, 2011
	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Cash and cash equivalents:
Money market funds	$	80,781	$	—	$	80,781	$	77,174	$	—	$	77,174
Commercial paper		—		7,999		7,999		—		4,798		4,798
Short-term investments:
Commercial paper		—		15,744		15,744		—		12,097		12,097
U.S. government agency bonds		—		4,355		4,355		—		—		—
Total	$	80,781	$	28,098	$	108,879	$	77,174	$	16,895	$	94,069
Liabilities:
Interest rate swap contracts (1)	$	—	$	1,164	$	1,164	$	—	$	1,005	$	1,005
Total	$	—	$	1,164	$	1,164	$	—	$	1,005	$	1,005

(1) As of June 30, 2012 and December 31, 2011, the fair value of the interest rate swap contracts were classified on our Balance Sheet in “Other non-current liabilities”.

Valuation inputs used to measure the fair values of our money market funds were derived from quoted market prices. The fair values of all other financial instruments are based upon pricing provided by third-party pricing services. These prices were derived from observable market inputs.

We have chosen not to measure our debt at fair value, with changes recognized in earnings each reporting period. As of June 30, 2012, the estimated fair value of our Credit Agreement debt of $173 million (carrying value including current maturities) was approximately $184 million, and was estimated using a discounted cash flow methodology. As of June 30, 2012, the estimated fair value of our $150 million (par value) convertible debt, based upon quoted market prices or recent sales activity, was approximately $152 million.

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Earnings Per Common Share (Details 1) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Weighted-average shares outstanding - Basic:
Common stock	32,194	32,866	32,293	32,738
Participating restricted stock	1	161	34	244
Total	32,195	33,027	32,327	32,982
Weighted-average shares outstanding - Diluted:
Common stock	32,309	33,072	32,435	32,962
Participating restricted stock	1	161	34	244
Total	32,310	33,233	32,469	33,206

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Earnings Per Common Share (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net Income attributed to:
Common stock	$ 11,870	$ 8,971	$ 23,651	$ 20,357
Participating restricted common stock		44	25	152
Net income	$ 11,870	$ 9,015	$ 23,676	$ 20,509

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Earnings Per Common Share (Details 2) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Reconciliation of the basic and diluted EPS denominators
Basic weighted-average common shares	32,194	32,866	32,293	32,738
Dilutive effect of common stock options	9	22	12	22
Dilutive effect of non-participating restricted common stock	106	184	130	202
Dilutive effect of 2010 Convertible Notes
Diluted weighted-average common shares	32,309	33,072	32,435	32,962

XML

Earnings Per Common Share (Details Textual) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Earnings Per Share (Textual) [Abstract]
Anti dilutive common shares excluded from calculation of earning per share	0.6	0	0.5	0
Conversion price on 2010 Convertible Notes	$ 24.45		$ 24.45

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General

6 Months Ended

Jun. 30, 2012

General [Abstract]

GENERAL

1. GENERAL

We have prepared the accompanying unaudited condensed consolidated financial statements as of June 30, 2012 and December 31, 2011, and for the second quarters and six months ended June 30, 2012 and 2011, in accordance with accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited Condensed Consolidated Financial Statements (the “Financial Statements”) should be read in conjunction with the Consolidated Financial Statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC. The results of operations for the second quarter and six months ended June 30, 2012 are not necessarily indicative of the expected results for the entire year ending December 31, 2012.

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Debt (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Long-term debt [Abstract]
Long-term debt, Total	$ 295,173	$ 309,744
Current portion of long-term debt, net	(18,000)	(27,000)
Total long-term debt, net	277,173	282,744
Term loan, mandatory principal payments during term, with remaining principal balance due December 2015, interest at adjusted LIBOR plus 3.75% (combined rate of 4.22% at June 30, 2012 and 4.30% at December 31, 2011) [Member]
Long-term debt [Abstract]
Long-term debt, Total	173,000	190,000
$100 million revolving loan facility, due December 2015, interest at adjusted LIBOR plus applicable margin [Member]
Long-term debt [Abstract]
Long-term debt, Total
2010 Convertible Notes - senior subordinated convertible notes; due March1, 2017; cash interest at 3.0%; net of unamortized original issue discount ("OID") of $27,827 and $30,256, respectively [Member]
Long-term debt [Abstract]
Long-term debt, Total	$ 122,173	$ 119,744

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Subsequent Event (Details) (USD $) In Millions, unless otherwise specified	Jul. 13, 2012
Subsequent Event (Textual) [Abstract]
Cost of acquisition of Ascade	$ 19

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 175,963	$ 146,733
Short-term investments	20,099	12,097
Total cash, cash equivalents and short-term investments	196,062	158,830
Trade accounts receivable:
Billed, net of allowance of $2,802 and $2,421	163,392	179,804
Unbilled and other	28,683	30,981
Deferred income taxes	19,675	19,982
Income taxes receivable	4,800	4,139
Other current assets	20,139	16,224
Total current assets	432,751	409,960
Property and equipment, net of depreciation of $125,029 and $116,125	37,741	41,154
Software, net of amortization of $62,602 and $56,521	28,638	29,966
Goodwill	219,933	220,013
Client contracts, net of amortization of $172,700 and $159,225	88,100	98,403
Deferred income taxes	2,320	1,008
Other assets	13,345	14,393
Total assets	822,828	814,897
LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt	18,000	27,000
Client deposits	30,818	30,523
Trade accounts payable	30,450	27,198
Accrued employee compensation	39,881	42,005
Income taxes payable	4,777	2,334
Deferred revenue	57,958	44,824
Other current liabilities	19,915	23,501
Total current liabilities	201,799	197,385
Non-current liabilities:
Long-term debt, net of unamortized original issue discount of $27,827 and $30,256	277,173	282,744
Deferred revenue	8,012	8,631
Income taxes payable	4,278	4,114
Deferred income taxes	23,194	28,188
Other non-current liabilities	17,689	19,121
Total non-current liabilities	330,346	342,798
Total liabilities	532,145	540,183
Stockholders' equity:
Preferred stock, par value $.01 per share; 10,000 shares authorized; zero shares issued and outstanding
Common stock, par value $.01 per share; 100,000 shares authorized; 33,790 and 33,822 shares outstanding	652	645
Additional paid-in capital	453,879	449,376
Treasury stock, at cost, 31,380 and 30,707 shares	(725,521)	(714,893)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax	1	1
Unrecognized loss on change in fair value of interest rate swaps, net of tax	(716)	(618)
Unrecognized pension plan losses and prior service costs, net of tax	(1,803)	(1,794)
Cumulative foreign currency translation adjustments	(3,480)	(1,998)
Accumulated earnings	567,671	543,995
Total stockholders' equity	290,683	274,714
Total liabilities and stockholders' equity	$ 822,828	$ 814,897

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Condensed Consolidated Statements of Comprehensive Income [Abstract]
Unrealized gains (losses) on change in fair value of interest rate swap contracts, net	$ (33)	$ 263	$ 61	$ 263
Reclassification adjustment for losses currently in net income, net	$ 49	$ 11	$ 51	$ 11

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Derivatives (Details Textual) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012
Derivatives (Textual) [Abstract]
Fair value of the interest rate swap contracts	$ 1.2

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Derivatives (Tables)

6 Months Ended

Jun. 30, 2012

Derivatives [Abstract]

Summary of interest rate swap contracts

	Beginning of Term	End of Term	Weighted-Average Notional Amount Over Term		Fixed Rate
2012 Swap	March 13, 2012	March 13, 2013	$	78,000		1.085	%
2013 Swap	March 13, 2013	March 13, 2014		51,000		2.181	%

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Long-Lived Assets (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Goodwill
Beginning, Balance	$ 220,013
Adjustments related to prior acquisitions	(28)
Effects of changes in foreign currency exchange rates	(52)
Ending, Balance	$ 219,933

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Summary of Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Assets:
Total	$ 108,879	$ 94,069
Liabilities:
Total	1,164	1,005
Interest rate swap contracts [Member]
Liabilities:
Total	1,164	1,005
Cash and cash equivalents [Member] | Money market funds [Member]
Assets:
Total	80,781	77,174
Cash and cash equivalents [Member] | Commercial paper [Member]
Assets:
Total	7,999	4,798
Short-term investments [Member] | Commercial paper [Member]
Assets:
Total	15,744	12,097
Short-term investments [Member] | U.S. government agency bonds [Member]
Assets:
Total	4,355
Level 1 [Member]
Assets:
Total	80,781	77,174
Liabilities:
Total
Level 1 [Member] | Interest rate swap contracts [Member]
Liabilities:
Total
Level 1 [Member] | Cash and cash equivalents [Member] | Money market funds [Member]
Assets:
Total	80,781	77,174
Level 1 [Member] | Cash and cash equivalents [Member] | Commercial paper [Member]
Assets:
Total
Level 1 [Member] | Short-term investments [Member] | Commercial paper [Member]
Assets:
Total
Level 1 [Member] | Short-term investments [Member] | U.S. government agency bonds [Member]
Assets:
Total
Level 2 [Member]
Assets:
Total	28,098	16,895
Liabilities:
Total	1,164	1,005
Level 2 [Member] | Interest rate swap contracts [Member]
Liabilities:
Total	1,164	1,005
Level 2 [Member] | Cash and cash equivalents [Member] | Money market funds [Member]
Assets:
Total
Level 2 [Member] | Cash and cash equivalents [Member] | Commercial paper [Member]
Assets:
Total	7,999	4,798
Level 2 [Member] | Short-term investments [Member] | Commercial paper [Member]
Assets:
Total	15,744	12,097
Level 2 [Member] | Short-term investments [Member] | U.S. government agency bonds [Member]
Assets:
Total	$ 4,355

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities:
Net income	$ 23,676	$ 20,509
Adjustments to reconcile net income to net cash provided by (used in) operating activities-
Depreciation	11,711	12,520
Amortization	21,096	21,215
Amortization of original issue discount	2,429	2,869
Gain on short-term investments and other	(23)	(34)
Deferred income taxes	(6,342)	(1,344)
Excess tax benefit of stock-based compensation awards	(288)	(824)
Stock-based employee compensation	6,529	6,529
Changes in operating assets and liabilities:
Trade accounts and other receivables, net	18,117	(17,769)
Other current and non-current assets	(3,951)	(2,175)
Income taxes payable/receivable	1,842	8,398
Trade accounts payable and accrued liabilities	(3,196)	(28,987)
Deferred revenue	13,168	(22,083)
Net cash provided by (used in) operating activities	84,768	(1,176)
Cash flows from investing activities:
Purchases of property and equipment	(13,550)	(11,061)
Purchases of short-term investments	(24,779)	(19,968)
Proceeds from the sale/maturity of short-term investments	16,800	17,700
Acquisition of and investments in client contracts	(2,948)	(4,479)
Net cash used in investing activities	(24,477)	(17,808)
Cash flows from financing activities:
Proceeds from issuance of common stock	1,007	753
Repurchase of common stock	(13,541)	(4,049)
Payments on acquired equipment financing	(663)	(834)
Payments on long-term debt	(17,000)	(64,149)
Payments of deferred financing costs		(205)
Excess tax benefit of stock-based compensation awards	288	824
Net cash used in financing activities	(29,909)	(67,660)
Effect of exchange rate fluctuations on cash	(1,152)	3,141
Net increase (decrease) in cash and cash equivalents	29,230	(83,503)
Cash and cash equivalents, beginning of period	146,733	197,858
Cash and cash equivalents, end of period	175,963	114,355
Supplemental disclosures of cash flow information:
Interest	6,738	7,233
Income taxes	$ 23,115	$ 6,213

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Condensed Consolidated Balance Sheets [Abstract]
Trade accounts receivable-billed, allowance	$ 2,802	$ 2,421
Property and equipment, accumulated depreciation	125,029	116,125
Software, accumulated amortization	62,602	56,521
Client contracts, accumulated amortization	172,700	159,225
Long-term debt, unamortized original issue discount	$ 27,827	$ 30,256
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000	100,000
Common stock, shares outstanding	33,790	33,822
Treasury stock, shares	31,380	30,707

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Use of Estimates in Preparation of Financial Statements

Use of Estimates in Preparation of Financial Statements. The preparation of the accompanying Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Postage

Postage. We pass through to our clients the cost of postage that is incurred on behalf of those clients, and typically require an advance payment on expected postage costs. These advance payments are included in “Client deposits” in the accompanying Condensed Consolidated Balance Sheets (the “Balance Sheet” or “Balance Sheets”) and are classified as current liabilities regardless of the contract period. We net the cost of postage against the postage reimbursements for those clients where we require advance deposits, and include the net amount in processing and related services revenues. The cost of postage that has been shown net of the postage reimbursements from our clients for the second quarters of 2012 and 2011 were $65.1 million and $65.3 million, respectively, and for the six months ended June 30, 2012 and 2011 were $132.5 million and $133.1 million, respectively.

Cash and Cash Equivalents

Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of June 30, 2012, our cash equivalents consist primarily of institutional money market funds, commercial paper and time deposits held at major banks.

As of June 30, 2012, we had $2.9 million of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in “Cash and cash equivalents” in our Balance Sheet.

Short-term Investments and Other Financial Instruments

Short-term Investments and Other Financial Instruments. Our financial instruments as of June 30, 2012 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, interest rate swap contracts, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value.

Certain of our short-term investments and cash equivalents are considered “available-for-sale” and are reported at fair value in our Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented.

All short-term investments held by us as of June 30, 2012 and December 31, 2011 have contractual maturities of less than one year from the time of acquisition and consisted entirely of commercial paper. Proceeds from the sale/maturity of short-term investments for the six months ended June 30, 2012 and 2011 were $16.8 million and $17.7 million, respectively.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 03, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	CSG SYSTEMS INTERNATIONAL INC
Entity Central Index Key	0001005757
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		33,685,903

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Fair Value Measurements

	June 30, 2012						December 31, 2011
	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Cash and cash equivalents:
Money market funds	$	80,781	$	—	$	80,781	$	77,174	$	—	$	77,174
Commercial paper		—		7,999		7,999		—		4,798		4,798
Short-term investments:
Commercial paper		—		15,744		15,744		—		12,097		12,097
U.S. government agency bonds		—		4,355		4,355		—		—		—
Total	$	80,781	$	28,098	$	108,879	$	77,174	$	16,895	$	94,069
Liabilities:
Interest rate swap contracts (1)	$	—	$	1,164	$	1,164	$	—	$	1,005	$	1,005
Total	$	—	$	1,164	$	1,164	$	—	$	1,005	$	1,005

(1) As of June 30, 2012 and December 31, 2011, the fair value of the interest rate swap contracts were classified on our Balance Sheet in “Other non-current liabilities”.

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Condensed Consolidated Statements of Income (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Processing and related services	$ 133,362	$ 129,113	$ 269,676	$ 260,491
Software, maintenance and services	50,489	52,199	99,182	103,913
Total revenues	183,851	181,312	368,858	364,404
Cost of revenues (exclusive of depreciation, shown separately below):
Processing and related services	62,334	60,802	124,294	122,061
Software, maintenance and services	30,186	30,074	58,195	59,579
Total cost of revenues	92,520	90,876	182,489	181,640
Other operating expenses:
Research and development	27,794	27,920	55,716	56,558
Selling, general and administrative	33,799	32,526	65,424	65,865
Depreciation	5,874	6,273	11,711	12,520
Restructuring charges	119	1,346	821	1,346
Total operating expenses	160,106	158,941	316,161	317,929
Operating income	23,745	22,371	52,697	46,475
Other income (expense):
Interest expense	(4,106)	(4,325)	(8,258)	(8,666)
Amortization of original issue discount	(1,226)	(1,420)	(2,429)	(2,869)
Interest and investment income, net	152	175	372	409
Other, net	277	(985)	72	(1,288)
Total other	(4,903)	(6,555)	(10,243)	(12,414)
Income before income taxes	18,842	15,816	42,454	34,061
Income tax provision	(6,972)	(6,801)	(18,778)	(13,552)
Net income	$ 11,870	$ 9,015	$ 23,676	$ 20,509
Weighted-average shares outstanding - Basic:
Common stock	32,194	32,866	32,293	32,738
Participating restricted stock	1	161	34	244
Total	32,195	33,027	32,327	32,982
Weighted-average shares outstanding - Diluted:
Common stock	32,309	33,072	32,435	32,962
Participating restricted stock	1	161	34	244
Total	32,310	33,233	32,469	33,206
Earnings per common share:
Basic	$ 0.37	$ 0.27	$ 0.73	$ 0.62
Diluted	$ 0.37	$ 0.27	$ 0.73	$ 0.62

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Debt

6 Months Ended

Jun. 30, 2012

Debt [Abstract]

DEBT

5. DEBT

Our long-term debt, as of June 30, 2012 and December 31, 2011, was as follows (in thousands):

	June 30, 2012			December 31, 2011
Credit Agreement:
Term loan, mandatory principal payments during term, with remaining principal balance due December 2015, interest at adjusted LIBOR plus 3.75% (combined rate of 4.22% at June 30, 2012 and 4.30% at December 31, 2011)	$	173,000		$	190,000
$100 million revolving loan facility, due December 2015, interest at adjusted LIBOR plus applicable margin		—			—
Convertible Debt Securities:
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized original issue discount (“OID”) of $27,827 and $30,256, respectively		122,173			119,744
		295,173			309,744
Current portion of long-term debt, net		(18,000	)		(27,000	)
Total long-term debt, net	$	277,173		$	282,744

Credit Agreement. During the six months ended June 30, 2012, we made $17.0 million of principal repayments, of which $10 million was mandatory repayments and $7.0 million was voluntary repayments that can be applied to future mandatory repayments.

As of June 30, 2012, we were in compliance with the financial ratios and other covenants related to the Credit Agreement. As of June 30, 2012, we had no borrowings outstanding on our revolving loan facility and had the entire $100 million available to us.

2010 Convertible Notes. As of June 30, 2012, and as it relates to our 2010 Convertible Notes, none of the contingent conversion features have been achieved, and thus, the 2010 Convertible Notes are not convertible by the holders.

Upon conversion of the 2010 Convertible Notes, we will settle our conversion obligation as follows: (i) we will pay cash for 100% of the par value of the 2010 Convertible Notes that are converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we will satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash. As of June 30, 2012, the value of our conversion obligation did not exceed the par value of the 2010 Convertible Notes.

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Earnings Per Common Share

6 Months Ended

Jun. 30, 2012

Earnings Per Common Share [Abstract]

EARNINGS PER COMMON SHARE

4. EARNINGS PER COMMON SHARE

Basic and diluted earnings per common share (“EPS”) amounts are presented on the face of the accompanying Condensed Consolidated Statements of Income (the “Income Statement” or “Income Statements”). The amounts attributed to both common stock and participating restricted common stock used as the numerators in both the basic and diluted EPS calculations are as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Net Income attributed to:
Common stock	$	11,870	$	8,971	$	23,651	$	20,357
Participating restricted common stock		—		44		25		152
Total	$	11,870	$	9,015	$	23,676	$	20,509

The weighted-average shares outstanding used in the basic and diluted EPS denominators related to common stock and participating restricted common stock are as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Weighted-average shares outstanding – Basic:
Common stock		32,194		32,866		32,293		32,738
Participating restricted common stock		1		161		34		244
Total		32,195		33,027		32,327		32,982
Weighted-average shares outstanding – Diluted:
Common stock		32,309		33,072		32,435		32,962
Participating restricted common stock		1		161		34		244
Total		32,310		33,233		32,469		33,206

The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Basic weighted-average common shares		32,194		32,866		32,293		32,738
Dilutive effect of common stock options		9		22		12		22
Dilutive effect of non-participating restricted common stock		106		184		130		202
Dilutive effect of 2010 Convertible Notes		—		—		—		—
Diluted weighted-average common shares		32,309		33,072		32,435		32,962

Potentially dilutive common shares related to stock options and non-participating unvested shares of restricted common stock of 0.6 million and zero, respectively, for the second quarter of 2012 and 2011, and 0.5 million and zero for the six months ended June 30, 2012 and 2011, respectively, were excluded from the computation of diluted EPS related to common shares as their effect was antidilutive.

The 2010 Convertible Notes have a dilutive effect only in those quarterly periods in which our average stock price exceeds the current effective conversion price of $24.45 per share.

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Long-Lived Assets (Tables)

6 Months Ended

Jun. 30, 2012

Long-Lived Assets [Abstract]

Goodwill

January 1, 2012 balance	$	220,013
Adjustments related to prior acquisitions		(28	)
Effects of changes in foreign currency exchange rates		(52	)
June 30, 2012 balance	$	219,933

Other Intangible Assets

	June 30, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	260,800	$	(172,700	)	$	88,100	$	257,628	$	(159,225	)	$	98,403
Software		91,240		(62,602	)		28,638		86,487		(56,521	)		29,966
Total	$	352,040	$	(235,302	)	$	116,738	$	344,115	$	(215,746	)	$	128,369

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Stockholders' Equity and Equity Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2012

Stockholders' Equity and Equity Compensation Plans [Abstract]

Summary of unvested restricted common stock activity

	Quarter Ended June 30, 2012					Six Months Ended June 30, 2012
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		2,037,763		$	17.51		1,620,394		$	17.87
Awards granted		11,000			16.20		996,691			16.39
Awards forfeited/cancelled		(31,175	)		17.69		(64,175	)		17.73
Awards vested		(5,125	)		16.28		(540,447	)		16.49
Unvested awards, ending		2,012,463		$	17.50		2,012,463		$	17.50

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Commitments, Guarantees and Contingencies

6 Months Ended

Jun. 30, 2012

Commitments, Guarantees and Contingencies [Abstract]

COMMITMENTS, GUARANTEES AND CONTINGENCIES

8. COMMITMENTS, GUARANTEES AND CONTINGENCIES

Warranties. We generally warrant that our solutions and related offerings will conform to published specifications, or to specifications provided in an individual client arrangement, as applicable. The typical warranty period is 90 days from delivery of the solution or offering. For certain service offerings we provide a limited warranty for the duration of the services provided. We generally warrant that services will be performed in a professional and workmanlike manner. The typical remedy for breach of warranty is to correct or replace any defective deliverable, and if not possible or practical, we will accept the return of the defective deliverable and refund the amount paid under the client arrangement that is allocable to the defective deliverable. Our contracts also generally contain limitation of damages provisions in an effort to reduce our exposure to monetary damages arising from breach of warranty claims. Historically, we have incurred minimal warranty costs, and as a result, do not maintain a warranty reserve.

Product and Services Indemnifications. Our arrangements with our clients generally include an indemnification provision that will indemnify and defend a client in actions brought against the client that claim our products and/or services infringe upon a copyright, trade secret, or valid patent. Historically, we have not incurred any significant costs related to such indemnification claims, and as a result, do not maintain a reserve for such exposure.

Claims for Company Non-performance. Our arrangements with our clients typically cap our liability for breach to a specified amount of the direct damages incurred by the client resulting from the breach. From time-to-time, these arrangements may also include provisions for possible liquidated damages or other financial remedies for our non-performance, or in the case of certain of our outsourced customer care and billing solutions, provisions for damages related to service level performance requirements. The service level performance requirements typically relate to system availability and timeliness of service delivery. As of June 30, 2012, we believe we have adequate reserves, based on our historical experience, to cover any reasonably anticipated exposure as a result of our nonperformance for any past or current arrangements with our clients.

Indemnifications Related to Officers and the Board of Directors. We have agreed to indemnify members of our Board of Directors and certain of our officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. We maintain directors’ and officers’ (D&O) insurance coverage to protect against such

losses. We have not historically incurred any losses related to these types of indemnifications, and are not aware of any pending or threatened actions or claims against any officer or member of our Board of Directors. As a result, we have not recorded any liabilities related to such indemnifications as of June 30, 2012. In addition, as a result of the insurance policy coverage, we believe these indemnification agreements are not significant to our results of operations.

Legal Proceedings. From time-to-time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. In addition, we have received an administrative subpoena from the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), dated February 27, 2012, requesting documents and information related to the possibility of direct or indirect transactions with or to a jurisdiction subject to various restrictions and/or prohibitions. The business dealings of our foreign subsidiaries in the jurisdiction that is the subject of the OFAC subpoena represent an insignificant amount of our consolidated revenues and income, and the business dealings generally consist of software licenses and related services. We have conducted an internal review to identify transactions by us involving the subject matter of the subpoena as well as with any other sanctioned or embargoed entity or jurisdiction. On July 13, 2012, we delivered to OFAC a response to the administrative subpoena. We cannot predict the ultimate outcome of this matter or the total costs to be incurred in response to this subpoena. We believe there is a likelihood that a loss may be realized, but that no reasonable estimate of the loss can be made. On July 13, 2012, we submitted an initial voluntary disclosure to OFAC relating to certain business dealings in another sanctioned/embargoed country. These business dealings likewise represent an insignificant amount of our consolidated revenues and income, and the business dealings generally consist of a software license and related services. We cannot predict the ultimate outcome of this voluntary disclosure or the total costs which may be involved. We believe there is a likelihood that a loss may be realized related to this voluntary disclosure, but that no reasonable estimate of the loss can be made. Other than the OFAC matters described above, we are not presently a party to any material pending or threatened legal proceedings.

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Derivatives

6 Months Ended

Jun. 30, 2012

Derivatives [Abstract]

DERIVATIVES

6. DERIVATIVES

Interest Rate Swap Contracts. We are party to interest rate swap contracts with the objective of managing our exposure to fluctuations in interest rate movements, thereby eliminating the variability of cash flows on certain portions of the interest payments related to the Term Loan component of our Credit Agreement.

A summary of our interest rate swap contracts as of June 30, 2012 is as follows (dollars in thousands):

	Beginning of Term	End of Term	Weighted-Average Notional Amount Over Term		Fixed Rate
2012 Swap	March 13, 2012	March 13, 2013	$	78,000		1.085	%
2013 Swap	March 13, 2013	March 13, 2014		51,000		2.181	%

We have designated our interest rate swap contracts as cash flow hedges. Swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty over the lives of the contracts in exchange for us making fixed-rate payments to the counterparty over the lives of the contracts without exchange of the underlying notional amount.

As of June 30, 2012, the fair value of the interest rate swap contracts, reflected in other non-current liabilities in our Balance Sheet, was $1.2 million, with the loss, net of tax, reflected as a reduction in other comprehensive income.

Changes in the fair value of these interest rate swap contracts, designated as hedging instruments of the variability of cash flows associated with floating-rate, long-term debt obligations, are reported in accumulated other comprehensive income (“AOCI”) in the stockholders’ equity section of our Balance Sheet. These amounts subsequently are reclassified into interest expense as a yield adjustment of the hedged debt obligation in the same period in which the related interest on the floating-rate debt obligations affects earnings. The amount of gains/losses reclassified from AOCI to income/loss (effective portions) for the quarter and six months ended June 30, 2012 were not material. The estimated net losses on the interest rate swap contracts that will be reclassified into earnings within the next twelve months are not expected to be material. Our interest rate swap contracts qualify as effective relationships, and as a result, hedge ineffectiveness was not material during the quarter and six months ended June 30, 2012.

We are exposed to credit-related losses in the event of non-performance by the counterparty to the interest rate swap contracts. The counterparty to the interest rate swap contracts is a major institution with investment grade credit ratings. We evaluated the counterparty credit risk before entering into the interest rate swap contracts and will continue to closely monitor the financial markets and the risk that the counterparty will default on its obligations. This credit risk is generally limited to the unrealized gains in such contracts, should the counterparty fail to perform as contracted.

We do not use derivative financial instruments for speculative purposes.

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Long-Lived Assets

6 Months Ended

Jun. 30, 2012

Long-Lived Assets [Abstract]

LONG-LIVED ASSETS

7. LONG-LIVED ASSETS

Goodwill. The changes in the carrying amount of goodwill for the six months ended June 30, 2012, were as follows (in thousands):

January 1, 2012 balance	$	220,013
Adjustments related to prior acquisitions		(28	)
Effects of changes in foreign currency exchange rates		(52	)
June 30, 2012 balance	$	219,933

Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of June 30, 2012 and December 31, 2011, the carrying values of these assets were as follows (in thousands):

	June 30, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	260,800	$	(172,700	)	$	88,100	$	257,628	$	(159,225	)	$	98,403
Software		91,240		(62,602	)		28,638		86,487		(56,521	)		29,966
Total	$	352,040	$	(235,302	)	$	116,738	$	344,115	$	(215,746	)	$	128,369

The total amortization expense related to intangible assets for the second quarters of 2012 and 2011 were $10.1 million and $10.3 million, respectively, and $19.7 million for the both the six months ended June 30, 2012 and 2011. Based on the June 30, 2012 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2012 – $38.4 million; 2013 – $28.1 million; 2014 – $20.5 million; 2015 – $12.9 million; and 2016 – $9.9 million.

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Subsequent Event

6 Months Ended

Jun. 30, 2012

Subsequent Event [Abstract]

SUBSEQUENT EVENT

9. SUBSEQUENT EVENT

On July 13, 2012, we acquired Ascade, an independent Swedish software company who provides trading and routing software solutions to telecommunications companies globally. The total cost of the acquisition, excluding acquisition-related costs, was approximately $19 million and was paid in cash from our existing cash resources. We acquired Ascade to integrate Acsade’s trading and routing solution, Ascade7, into our Wholesale Business Management Solution (“WBMS”) and to expand and strengthen our geographic presence in the telecommunications wholesale marketplace.

We are in the early stages of the Ascade purchase accounting, but estimate a significant portion of the purchase price will be allocated to acquired intangible assets, including goodwill. The results of Ascade will be included in our results of operations for the periods subsequent to the acquisition date. Pro forma information on our historical results of operations to reflect the acquisition of Ascade will not be presented as Ascade’s results of operations during the prior periods are not material to our results of operations.

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Derivatives (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012
2012 Swap [Member]
Summary of interest rate swap contracts
Beginning of Term	Mar. 13, 2012
End of Term	Mar. 13, 2013
Weighted-Average Notional Amount Over Term	$ 78,000
Fixed Rate	1.085%
2013 Swap [Member]
Summary of interest rate swap contracts
Beginning of Term	Mar. 13, 2013
End of Term	Mar. 13, 2014
Weighted-Average Notional Amount Over Term	$ 51,000
Fixed Rate	2.181%

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Debt (Tables)

6 Months Ended

Jun. 30, 2012

Debt [Abstract]

Long-term debt

	June 30, 2012			December 31, 2011
Credit Agreement:
Term loan, mandatory principal payments during term, with remaining principal balance due December 2015, interest at adjusted LIBOR plus 3.75% (combined rate of 4.22% at June 30, 2012 and 4.30% at December 31, 2011)	$	173,000		$	190,000
$100 million revolving loan facility, due December 2015, interest at adjusted LIBOR plus applicable margin		—			—
Convertible Debt Securities:
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized original issue discount (“OID”) of $27,827 and $30,256, respectively		122,173			119,744
		295,173			309,744
Current portion of long-term debt, net		(18,000	)		(27,000	)
Total long-term debt, net	$	277,173		$	282,744

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Stockholders' Equity and Equity Compensation Plans (Details) (Restricted common stock [Member], USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012
Restricted common stock [Member]
Shares
Shares, Unvested awards, beginning balance	2,037,763	1,620,394
Shares, Awards granted	11,000	996,691
Shares, Awards forfeited/cancelled	(31,175)	64,175
Shares, Awards vested	(5,125)	(540,447)
Shares, Unvested awards, ending balance	2,012,463	2,012,463
Weighted average grant date fair value
Weighted-Average Grant Date Fair Value, Awards granted	$ 16.20	$ 16.39
Weighted-Average Grant Date Fair Value, Awards forfeited/cancelled	$ 17.69	$ 17.73
Weighted-Average Grant Date Fair Value, Awards vested	$ 16.28	$ 16.49
Weighted-Average Grant Date Fair Value, Unvested awards, beginning balance	$ 17.51	$ 17.87
Weighted-Average Grant Date Fair Value, Unvested awards, ending balance	$ 17.50	$ 17.50

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Condensed Consolidated Statements of Comprehensive Income [Abstract]
Net income	$ 11,870	$ 9,015	$ 23,676	$ 20,509
Other comprehensive income, net of tax:
Foreign currency translation adjustments	(4,773)	410	(1,482)	6,318
Unrealized holding losses on short-term investments arising during period		1		1
Unrealized pension plan losses and prior service costs			(9)	4
Cash flow hedges:
Unrealized gains (losses) on change in fair value of interest rate swap contracts (net of tax effect of $(33), $263, $61, and $263)	53	(420)	(98)	(420)
Reclassification adjustment for losses included in net income (net of tax effect of $49, $11, $51, and $11)	80	18	82	18
Net change in cash flow hedges	133	(402)	(16)	(402)
Other comprehensive income, net of tax	(4,640)	9	(1,507)	5,921
Total comprehensive income	$ 7,230	$ 9,024	$ 22,169	$ 26,430

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Stockholders' Equity and Equity Compensation Plans

6 Months Ended

Jun. 30, 2012

Stockholders' Equity and Equity Compensation Plans [Abstract]

STOCKHOLDERS' EQUITY AND EQUITY COMPENSATION PLANS

3. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board of Directors, authorizing us to repurchase our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). During the six months ended June 30, 2012, we repurchased 0.7 million shares of our common stock under the Stock Repurchase Program for $10.6 million (weighted-average price of $15.80 per share). We did not repurchase any shares under our Stock Repurchase Program during the six months ended June 30, 2011. As of June 30, 2012, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 2.8 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, during the six months ended June 30, 2012 and 2011, we repurchased from our employees and then cancelled 0.2 million shares of common stock for $2.9 million and 0.2 million shares of common stock for $4.0 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the second quarter and six months ended June 30, 2012 is as follows:

	Quarter Ended June 30, 2012					Six Months Ended June 30, 2012
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		2,037,763		$	17.51		1,620,394		$	17.87
Awards granted		11,000			16.20		996,691			16.39
Awards forfeited/cancelled		(31,175	)		17.69		(64,175	)		17.73
Awards vested		(5,125	)		16.28		(540,447	)		16.49
Unvested awards, ending		2,012,463		$	17.50		2,012,463		$	17.50

Included in the awards granted during the six months ended June 30, 2012, are performance-based awards for 150,313 restricted common stock shares issued to members of executive management, which vest in equal installments over three years upon meeting either pre-established financial performance objectives or pre-established stock price objectives. The performance-based awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

All other restricted common stock shares granted during the six months ended June 30, 2012 are time-based awards, which vest annually over four years with no restrictions other than the passage of time. Certain shares of the restricted common stock become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

We recorded stock-based compensation expense for the second quarters of 2012 and 2011 of $3.4 million and $3.2 million, respectively, and $6.5 million for the both the six months ended June 30, 2012 and 2011.

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Stockholders' Equity and Equity Compensation Plans (Details Textual) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Stockholders Equity and Equity Compensation Plans (Additional Textual) [Abstract]
Repurchased common stock, shares			700,000
Repurchased common stock, value			$ 10.6
Weighted-average price of common stock			$ 15.80
Total remaining number of shares available for repurchase	2,800,000		2,800,000
Repurchase of Common Stock For Tax Withholdings, shares			200,000	200,000
Repurchase of Common Stock For Tax Withholdings, value			2.9	4.0
Performance Based Awards Granted To Executive Management, Shares			150,313
Stock-based compensation expense	$ 3.4	$ 3.2	$ 6.5	$ 6.5
Restricted common stock [Member]
Stockholders' Equity and Equity Compensation Plans (Textual) [Abstract]
Common stock shares issued to members of executive management vesting installments			4 years
Performance-based awards [Member]
Stockholders' Equity and Equity Compensation Plans (Textual) [Abstract]
Common stock shares issued to members of executive management vesting installments			3 years

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Long-Lived Assets (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Long-Lived Assets (Textual) [Abstract]
Total amortization expense related to intangible assets	$ 10.1	$ 10.3	$ 19.7	$ 19.7
Estimated total amortization expense 2012	38.4		38.4
Estimated total amortization expense 2013	28.1		28.1
Estimated total amortization expense 2014	20.5		20.5
Estimated total amortization expense 2015	12.9		12.9
Estimated total amortization expense 2016	$ 9.9		$ 9.9

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Earnings Per Common Share (Tables)

6 Months Ended

Jun. 30, 2012

Earnings Per Common Share [Abstract]

Net Income attributed to Common Stock and Participating Restricted Common Stock

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Net Income attributed to:
Common stock	$	11,870	$	8,971	$	23,651	$	20,357
Participating restricted common stock		—		44		25		152
Total	$	11,870	$	9,015	$	23,676	$	20,509

Calculation of the Denominator of the Basic and Diluted Earnings (Loss) per Share (EPS) computations

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Weighted-average shares outstanding – Basic:
Common stock		32,194		32,866		32,293		32,738
Participating restricted common stock		1		161		34		244
Total		32,195		33,027		32,327		32,982
Weighted-average shares outstanding – Diluted:
Common stock		32,309		33,072		32,435		32,962
Participating restricted common stock		1		161		34		244
Total		32,310		33,233		32,469		33,206

Reconciliation of the basic and diluted EPS denominators

	Quarter Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Basic weighted-average common shares		32,194		32,866		32,293		32,738
Dilutive effect of common stock options		9		22		12		22
Dilutive effect of non-participating restricted common stock		106		184		130		202
Dilutive effect of 2010 Convertible Notes		—		—		—		—
Diluted weighted-average common shares		32,309		33,072		32,435		32,962