8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 29, 2008

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27512	47-0783182
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9555 Maroon Circle, Englewood, CO	80112
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 200-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02 (Results of Operations and Financial Condition). This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On January 29, 2008, CSG Systems International, Inc. issued a press release relating to the results of its operations for the three months ended December 31, 2007. A copy of such press release is attached to this Form 8-K as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of CSG Systems International, Inc. dated January 29, 2008

2

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 hereunto duly authorized.

Date: January 29, 2008

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ Randy R. Wiese
	Randy R. Wiese, Chief Financial Officer and Principal Accounting Officer

3

CSG Systems International, Inc.

Form 8-K

Exhibit Index

99.1 Press release of CSG Systems International, Inc. dated January 29, 2008

4

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

For more information, contact:

Roger Metz, Vice President

(303) 804-4082

E-mail: roger_metz@csgsystems.com

CSG SYSTEMS INTERNATIONAL, INC. REPORTS

FOURTH QUARTER 2007 RESULTS

Revenues of $113.5 million;

Income From Continuing Operations of $0.40 per share.

ENGLEWOOD, COLO. (January 29, 2008) — CSG Systems International, Inc. (Nasdaq: CSGS), a leading provider of customer care and billing solutions, today reported results for the quarter ended December 31, 2007.

Fourth Quarter 2007 Highlights:

• Results from continuing operations were as follows: total revenues were $113.5 million; operating income was $20.7 million; and income from continuing operations was $13.6 million, or $0.40 per diluted share.

• Operating income was reduced by approximately $1.3 million, and income from continuing operations was reduced by approximately $0.01 per diluted share, when compared to CSG’s guidance expectations, as a result of the benefits provided to CSG’s former CEO upon his retirement in December. Absent this impact, earnings per diluted share would have been at the mid-point of the range of CSG’s financial guidance for the quarter.

• Cash flows from operations for the quarter were approximately $20 million, which came in below CSG’s expectations of $31- $32 million for the quarter, primarily due to normal changes in certain operating assets and liabilities at quarter end.

• During the fourth quarter, CSG completed its $350 million stock repurchase plan announced in August 2006 by repurchasing 2.8 million shares of its common stock for $55.0 million (weighted-average price of $19.54 per share).

• On December 29, 2007, Peter Kalan, CSG’s executive vice president of business and corporate development, replaced Ed Nafus as chief executive officer and president of the company, due to Mr. Nafus’ retirement.

“Our fourth quarter financial results cap off another solid year for CSG, in terms of both financial and operating performance,” said Peter Kalan, chief executive officer and president of CSG Systems International, Inc. “As we enter 2008, we will remain steadfast in our focus on delivering innovative solutions that solve our clients’ business challenges, and on facilitating our clients’ deployment of new products and services, so they can make customer service a competitive differentiator in today’s robust communications market.”

-more-

CSG Systems International, Inc.

January 29, 2008

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Summary GAAP Results of Operations Information (unaudited)

(in thousands, except per share amounts and percentages):

	Quarter Ended December 31,						Year Ended December 31,
	2007		2006		Percent Change		2007		2006			Percent Change
Continuing operations:
Total revenues	$	113,452	$	96,643	17	%	$	419,261	$	383,106		9	%
Operating income		20,654		19,948	4	%		83,837		86,471		(3	)%
Income from continuing operations		13,564		14,126	(4	)%		60,163		62,561		(4	)%
Discontinued operations, net of tax		339		969	(65	)%		608		(2,791	)	122	%
Net income		13,903		15,095	(8	)%		60,771		59,770		2	%
Diluted earnings per share:
Income from continuing operations	$	0.40	$	0.30	33	%	$	1.50	$	1.33		13	%
Discontinued operations, net of tax		0.01		0.02	(50	)%		0.02		(0.06	)	133	%
Net income	$	0.41	$	0.32	28	%	$	1.52	$	1.27		20	%

Fourth Quarter 2007 Results From Continuing Operations

Revenues. Total revenues for the fourth quarter of 2007 exceeded CSG’s previous guidance expectations of $111 million to $113 million, coming in at $113.5 million, which represents an increase of 17 percent when compared to $96.6 million for the same period in 2006, and an increase of five percent when compared to $107.6 million for the third quarter of 2007.

• The increase in year-over-year revenues relates primarily to the impact of the ComTec and Prairie businesses, which were acquired by CSG in the third quarter of 2007, with the remaining portion of the increase related to organic growth factors.

• The increase in revenues between sequential quarters relates primarily to strong marketing services revenues during the fourth quarter of 2007, and to a lesser degree, the fourth quarter of 2007 having the full impact of the acquired ComTec and Prairie businesses.

Results of Operations. Income from continuing operations presented in accordance with generally accepted accounting principles (“GAAP”) for the fourth quarter of 2007 was $13.6 million ($0.40 per diluted share), compared to $14.1 million ($0.30 per diluted share) for the same period last year, and $15.2 million ($0.39 per diluted share) for the third quarter of 2007.

• Operating income was reduced by approximately $1.3 million, and income from continuing operations was reduced by approximately $0.01 per diluted share, when compared to CSG’s guidance expectations, as a result of the benefits provided to CSG’s former CEO upon his retirement in December. Absent this impact, earnings per diluted share would have been at the mid-point of the range of CSG’s financial guidance of $0.40-$0.42 per diluted share for the quarter.

CSG Systems International, Inc.

January 29, 2008

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Supplemental Data

The following information is provided to assist readers in further evaluating CSG’s performance (in thousands, except per share amounts):

	Quarter Ended December 31, 2007				Quarter Ended December 31, 2006
	Amount (1)		Per Diluted Share Impact (2)		Amount (1)		Per Diluted Share Impact (2)
Certain non-cash expenses:
Depreciation	$	3,572	$	0.07	$	2,787	$	0.04
Amortization of intangible assets		4,709		0.09		4,267		0.05
Stock-based employee compensation		2,976		0.06		3,100		0.04
Total	$	11,257	$	0.22	$	10,154	$	0.13
	Year Ended December 31, 2007				Year Ended December 31, 2006
	Amount (1)		Per Diluted Share Impact (2)		Amount (1)		Per Diluted Share Impact (2)
Certain non-cash expenses:
Depreciation	$	12,900	$	0.21	$	10,438	$	0.14
Amortization of intangible assets		17,789		0.29		15,913		0.21
Stock-based employee compensation		11,102		0.18		12,214		0.16
Total	$	41,791	$	0.68	$	38,565	$	0.51

(1) These items (on a pretax basis) are calculated in accordance with GAAP, and are reflected as part of continuing operations in the accompanying Unaudited Condensed Consolidated Statements of Income.

(2) This represents the after tax impact to income from continuing operations on a per diluted share basis using CSG’s effective income tax rates from continuing operations of approximately 36% for the quarter and year ended December 31, 2007, and 42% and 38%, respectively, for the quarter and year ended December 31, 2006.

Total customer accounts processed on CSG’s systems as of December 31, 2007, were 45.1 million, consistent with the number of customer accounts processed as of September 30, 2007.

Financial Condition and Cash Flows

Certain key balance sheet items as of the end of the indicated periods are as follows (in thousands):

	December 31, 2007		September 30, 2007		December 31, 2006
Cash, cash equivalents, and short-term investments (3)	$	132,832	$	177,328	$	415,490
Net trade accounts receivable		114,132		109,952		110,020

Certain key operating cash flow items for the indicated quarters then ended are as follows (in thousands):

	December 31, 2007			September 30, 2007		December 31, 2006
Cash Flows from Operating Activities:
Operations	$	30,355		$	28,404	$	29,549
Changes in operating assets and liabilities (4)		(10,807	)		7,266		(680	)
Net cash provided by operating activities	$	19,548		$	35,670	$	28,869

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January 29, 2008

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(3) The sequential decrease of approximately $44 million between September 30, 2007 and December 31, 2007, is primarily due to $55.0 million of stock repurchases made during the quarter.

(4) The fourth quarter of 2007 changes in operating assets and liabilities was negatively impacted by normal changes in working capital items at quarterend.

Stock Repurchase Program

During the fourth quarter of 2007, CSG repurchased 2.8 million shares of its common stock for $55.0 million (a weighted-average price of $19.54 per share) under its stock repurchase program. As a result, CSG completed its $350 million stock repurchase plan announced in August 2006 during the fourth quarter. In total for this program, CSG purchased 14.8 million shares at weighted-average price of $23.72 per share.

Full Year 2008 Financial Guidance

A summary of CSG’s financial guidance for continuing operations for the full year 2008 is as follows:

	2008 Full Year
Revenues	$450-$460 million
Earnings per Diluted Share	$1.63-$1.70
Cash flows from Operations	$115-$120 million

We expect the total of our non-cash items related to depreciation, amortization, and stock-based compensation for 2008 to be approximately $45 million.

Conference Call

CSG will host a one-hour conference call on Tuesday, January 29, at 5 p.m. EDT, to discuss CSG’s fourth quarter results. The call will be carried live and archived on the Internet. A link to the conference call is available at www.csgsystems.com.

Additional Information

For additional information about CSG, please visit CSG’s web site at www.csgsystems.com. Additional information can be found in the Investor Relations section of the web site.

About CSG Systems International

Headquartered in Englewood, Colorado, CSG Systems International (Nasdaq: CSGS) is a leading provider of outsourced billing, customer care and print and mail solutions and services supporting the North American cable and direct broadcast satellite markets. CSG’s solutions support some of the world’s largest and most innovative providers of bundled multi-channel video, Internet, voice and IP-based services. CSG’s unique combination of solutions, services and expertise ensure that cable and satellite operators can continue to rapidly launch new service offerings, improve operational efficiencies and deliver a high-quality customer experience in a competitive and ever-changing marketplace. CSG is a S&P Midcap 400 company. For more information, visit our website at www.csgsystems.com.

Forward-Looking Statements

This news release contains forward-looking statements as defined under the Securities Act of 1933, as amended, that are based on assumptions about a number of important factors and involve risks and uncertainties that could cause actual results to differ materially from what appears in this news release. These factors include, but are not limited to: 1) the concentration of approximately 70% of CSG’s revenues

CSG Systems International, Inc.

January 29, 2008

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with four clients; as a result, the loss of business from any one of those clients could potentially have a material adverse impact to CSG’s financial results; 2) continued market acceptance of CSG’s Advanced Convergent Platform (ACP) and related products and services; 3) CSG’s ability to continuously develop and enhance products in a timely, cost-effective, technically advanced and competitive manner; 4) CSG’s dependency on the North American communications industry; as a result, key market factors such as further industry consolidation, new market entrants that may not be clients of CSG, economic conditions, and/or the financial status of CSG clients may affect CSG’s ability to maintain and expand market share; 5) increasing competition in our market from companies of greater size and with broader presence in the communications sector, thus exerting greater influence over client buying decisions; 6) CSG’s ability to successfully integrate and manage acquired businesses, technology or assets to achieve the expected strategic, operating and financial goals established for such acquisitions; 7) CSG’s continued ability to protect its intellectual property rights; and 8) CSG’s dependency on a variety of computing environments and communications networks, thus subjecting CSG to the risks of extended interruptions, outages, unauthorized access and corruption of data. This list is not exhaustive and readers are encouraged to review the additional risks and important factors described in CSG’s reports on Forms 10-K and 10-Q and other filings made with the SEC.

FINANCIALS TO FOLLOW

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January 29, 2008

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED

(in thousands, except share and per share amounts)

	December 31, 2007			December 31, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	123,416		$	240,687
Short-term investments		9,416			174,803
Total cash, cash equivalents and short-term investments		132,832			415,490
Trade accounts receivable-
Billed, net of allowance of $1,487 and $1,143		114,132			110,020
Unbilled and other		6,038			5,555
Deferred income taxes		10,657			8,927
Income taxes receivable		2,128			—
Other current assets		6,399			5,636
Total current assets		272,186			545,628
Property and equipment, net of depreciation of $69,565 and $66,656		32,656			23,680
Software, net of amortization of $34,445 and $32,989		8,649			7,725
Goodwill		60,745			14,228
Client contracts, net of amortization of $98,822 and $82,486		31,526			36,024
Deferred income taxes		9,453			19,617
Other assets		7,173			6,594
Total assets	$	422,388		$	653,496
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Client deposits	$	26,657		$	23,645
Trade accounts payable		18,429			15,509
Accrued employee compensation		21,042			20,962
Deferred revenue		17,480			17,586
Income taxes payable		—			3,651
Other current liabilities		7,595			10,158
Total current liabilities		91,203			91,511
Non-current liabilities:
Long-term debt		230,000			230,000
Deferred revenue		9,790			8,632
Income taxes payable		4,918			—
Other non-current liabilities		3,953			5,619
Total non-current liabilities		248,661			244,251
Total liabilities		339,864			335,762
Stockholders’ equity:
Preferred stock, par value $.01 per share; 10,000,000 shares authorized; zero shares issued and outstanding		—			—
Common stock, par value $.01 per share; 100,000,000 shares authorized; 33,779,173 shares and 46,831,643 shares outstanding		622			616
Additional paid-in capital		350,272			340,564
Treasury stock, at cost, 27,956,808 shares and 14,776,238 shares		(667,858	)		(360,259	)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax		15			25
Unrecognized pension plan losses and prior service costs, net of tax		(435	)		(852	)
Accumulated earnings		399,908			337,640
Total stockholders’ equity		82,524			317,734
Total liabilities and stockholders’ equity	$	422,388		$	653,496

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME-UNAUDITED

(in thousands, except per share amounts)

	Quarter Ended						Year Ended
	December 31, 2007			December 31, 2006			December 31, 2007			December 31, 2006
Revenues:
Processing and related services	$	104,379		$	87,356		$	382,070		$	351,764
Software, maintenance and services		9,073			9,287			37,191			31,342
Total revenues		113,452			96,643			419,261			383,106
Cost of revenues:
Processing and related services		54,564			44,079			193,135			173,536
Software, maintenance and services		6,059			5,420			24,674			20,975
Total cost of revenues		60,623			49,499			217,809			194,511
Gross margin (exclusive of depreciation)		52,829			47,144			201,452			188,595
Operating expenses:
Research and development		15,088			13,319			58,342			46,191
Selling, general and administrative		13,430			11,090			45,743			43,127
Depreciation		3,572			2,787			12,900			10,438
Restructuring charges		85			—			630			2,368
Total operating expenses		32,175			27,196			117,615			102,124
Operating income		20,654			19,948			83,837			86,471
Other income (expense):
Interest expense		(1,761	)		(1,815	)		(7,126	)		(7,465	)
Interest and investment income, net		2,212			5,991			16,529			21,984
Other, net		88			31			221			(21	)
Total other		539			4,207			9,624			14,498
Income from continuing operations before income taxes		21,193			24,155			93,461			100,969
Income tax provision		(7,629	)		(10,029	)		(33,298	)		(38,408	)
Income from continuing operations		13,564			14,126			60,163			62,561
Discontinued operations:
Income from discontinued operations, includes net pretax loss on disposal in 2006 of $6,000		547			—			547			(6,555	)
Income tax benefit		(208	)		969			61			3,764
Discontinued operations, net of tax		339			969			608			(2,791	)
Net income	$	13,903		$	15,095		$	60,771		$	59,770
Basic earnings (loss) per common share:
Income from continuing operations	$	0.40		$	0.31		$	1.51		$	1.35
Discontinued operations, net of tax		0.01			0.02			0.02			(0.06	)
Net income	$	0.41		$	0.33		$	1.53		$	1.29
Diluted earnings (loss) per common share:
Income from continuing operations	$	0.40		$	0.30		$	1.50		$	1.33
Discontinued operations, net of tax		0.01			0.02			0.02			(0.06	)
Net income	$	0.41		$	0.32		$	1.52		$	1.27
Weighted-average shares outstanding:
Basic		33,779			45,877			39,670			46,464
Diluted		34,086			46,723			40,021			47,102

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED

(in thousands)

	Year Ended
	December 31, 2007			December 31, 2006
Cash flows from operating activities:
Net income	$	60,771		$	59,770
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation		12,900			10,438
Amortization		18,972			17,112
Restructuring charge for abandonment of facilities		308			401
Net pretax loss on disposition of discontinued operations		—			6,000
Gain on short-term investments		(3,305	)		(1,841	)
Deferred income taxes		14,319			15,685
Excess tax benefits from stock-based compensation awards		(892	)		(3,511	)
Stock-based employee compensation		11,102			12,214
Changes in operating assets and liabilities:
Trade accounts and other receivables, net		2,556			(2,295	)
Other current and non-current assets		1,317			(1,093	)
Income taxes payable/receivable		1,890			12,070
Trade accounts payable and accrued liabilities		(5,611	)		(13,565	)
Deferred revenue		1,052			6,765
Net cash provided by operating activities		115,379			118,150
Cash flows from investing activities:
Net payments from the disposition of discontinued operations		—			(6,436	)
Purchases of property and equipment		(20,271	)		(12,651	)
Proceeds from sale of aircraft held for sale		—			7,376
Purchases of short-term investments		(209,436	)		(283,082	)
Proceeds from sale/maturity of short-term investments		379,008			156,200
Acquisition of businesses, net of cash acquired		(65,934	)		(22,283	)
Acquisition of and investments in client contracts		(7,436	)		(10,658	)
Net cash provided by (used in) investing activities		75,931			(171,534	)
Cash flows from financing activities:
Proceeds from issuance of common stock		2,150			11,528
Repurchase of common stock		(311,623	)		(66,600	)
Payments on acquired equipment financing		—			(481	)
Excess tax benefits from stock-based compensation awards		892			3,511
Net cash used in financing activities		(308,581	)		(52,042	)
Net decrease in cash and cash equivalents		(117,271	)		(105,426	)
Cash and cash equivalents, beginning of period		240,687			346,113
Cash and cash equivalents, end of period	$	123,416		$	240,687
Supplemental disclosures of cash flow information:
Net cash paid during the period for -
Interest	$	6,167		$	6,165
Income taxes		16,971			7,438