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): October 27, 2009

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 October 27, 2009, CSG Systems International, Inc. (“CSG”) issued a press release relating to the results of its operations for the quarter and nine months ended September 30, 2009. A copy of such press release is attached to this Form 8-K as Exhibit 99.1 and hereby incorporated by reference.

In the attached press release, CSG makes reference to non-GAAP financial measures. Non-GAAP financial measures are not measures of performance under GAAP, and therefore should not be considered in isolation or as a substitute for GAAP financial information. There are limitations with the use of non-GAAP financial measures since they are not based on any comprehensive set of accounting rules or principles, and the way in which CSG calculates non-GAAP financial measures may differ from the way in which other companies calculate similar non-GAAP financial measures. A more detailed discussion of CSG’s use of non-GAAP financial measures, to include reconciliations of the non-GAAP financial measures to the comparable GAAP financial measures, are contained in the attached press release and will be posted to the Company’s website at www.csgsystems.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of CSG Systems International, Inc. dated October 27, 2009

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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 hereunto duly authorized.

Date: October 27, 2009
	CSG SYSTEMS INTERNATIONAL, INC.
	By:	/s/    RANDY R. WIESE
		Randy R. Wiese,
		Chief Financial Officer and
		Principal Accounting Officer

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CSG Systems International, Inc.

Form 8-K

Exhibit Index

99.1     Press release of CSG Systems International, Inc. dated October 27, 2009

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EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

CSG SYSTEMS REPORTS SOLID

THIRD QUARTER 2009 RESULTS

Company successfully converts 500,000 new customers onto ACP

ENGLEWOOD, COLO. (October 27, 2009) — CSG Systems International, Inc. (Nasdaq: CSGS), a leading provider of customer interaction management and billing solutions, today reported results for the quarter ended September 30, 2009.

Key Highlights:

• Results for the quarter ended September 30, 2009, were as follows:

• Total revenues were $124.5 million, an increase of six percent over the same period in 2008.

• Non-GAAP operating income was $22.5 million, or 18.0% of total revenues, and GAAP operating income was $17.3 million, or 13.9% of total revenues.

• Non-GAAP adjusted EBITDA was $33.5 million for the quarter and $100.9 million for the nine months ended September 30, 2009.

• Non-GAAP earnings per diluted share (EPS) was $0.43, which reflects an unexpected $0.03 benefit as a result of a better than expected income tax rate. GAAP EPS from continuing operations was $0.29.

• Cash flows from operations for the quarter were $37.9 million, and $97.4 million for the nine months ended September 30, 2009.

• During the third quarter, CSG successfully converted approximately 500,000 customer accounts onto its systems, including triple play and business customers, bringing the total number of customer accounts processed as of September 30, 2009, to 46.1 million.

“CSG continues to execute both operationally and financially, while investing in its solutions, its people and its clients,” said Peter Kalan, chief executive officer and president of CSG Systems. “This quarter we successfully converted 500,000 new customers onto our ACP platform and converted another 700,000 since quarter-end. We are on track to convert the remaining backlog of customer accounts onto our solution by the first half of 2010.

“In addition, we continue to increase the penetration of our products and services in our client base, with product integrations across both CSG and competitor platforms, as well as were successful in cross-selling our products and services into new vertical markets,” Kalan added. “Finally, we remain at the forefront in helping content providers create a more meaningful and interactive customer experience with our Content Direct platform by helping providers manage and optimize their customers experience with the online experience, resulting in increased loyalty and revenues.

“While it continues to be a difficult business environment, we are optimistic about the remainder of the year and 2010 based on our results for the first nine months of this year,” said Kalan.

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October 27, 2009

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Results of Operations

Revenues: Total revenues for the third quarter of 2009 were $124.5 million, a six percent increase from the $118.0 million for the same period in 2008, with the year-over-year increase related primarily to organic growth factors, and relatively consistent when compared to the $124.8 million for the second quarter of 2009.

Operating Income: Non-GAAP operating income for the third quarter of 2009 was $22.5 million, or 18.0% of total revenues, which compares to 17.9% for the same period last year. Non-GAAP operating income excludes $5.2 million of expenses related to CSG’s transition of its data center, which began in the first quarter of 2009. GAAP operating income for the third quarter of 2009 was $17.3 million, or 13.9% of total revenues.

Earnings per Share: Non-GAAP EPS for the third quarter of 2009 was $0.43 per diluted share, compared to non-GAAP EPS of $0.39 per diluted share for the third quarter of 2008. The third quarter of 2009 reflects an unexpected benefit of $0.03 per share as a result of a better than expected income tax rate for the quarter. Non-GAAP EPS excludes the impact of the following items from continuing operations on a tax-affected, per diluted share basis: (i) Data Center Transition Expenses; and (ii) amortization of the original issue discount (OID) for CSG’s convertible debt securities. GAAP EPS from continuing operations for the third quarter of 2009 was $0.29, compared to $0.34 for the same period last year.

Adjusted EBITDA: Non-GAAP adjusted EBITDA for the third quarter of 2009 was $33.5 million, compared to $31.4 million in the same period last year, and was $100.9 million for the first nine months of 2009, compared to $99.8 million for the same period in 2008.

Additional disclosures and reconciliations related to CSG’s use of non-GAAP financial measures are included in Exhibit 1 at the end of this press release.

Balance Sheet and Cash Flows

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

	September 30, 2009			June 30, 2009			December 31, 2008
Cash, cash equivalents and short-term investments	$	157,008		$	132,858		$	141,217
Net trade accounts receivable		112,324			110,464			120,278
Long-term debt:
Par value	$	170,300		$	170,300		$	200,300
Unamortized OID		(14,910	)		(16,927	)		(24,512	)
Net debt carrying amount	$	155,390		$	153,373		$	175,788

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

	September 30, 2009			June 30, 2009			September 30, 2008
Cash Flows from Operating Activities:
Operations	$	30,593		$	29,658		$	30,440
Changes in operating assets and liabilities		7,289			13,895			(2,881	)
Net cash provided by operating activities	$	37,882		$	43,553		$	27,559
Cash Flows from Investing Activities:
Purchases of property and equipment	$	(10,092	)	$	(14,360	)	$	(9,686	)

CSG spent $10.1 million on capital expenditures in the third quarter, which includes approximately $2 million related to our data center transition efforts.

Supplemental Data

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

	Quarter Ended September 30, 2009				Quarter Ended September 30, 2008
	Pretax Amount (1)		Per Diluted Share Impact (2)		Pretax Amount (1)		Per Diluted Share Impact (2)
Certain non-cash expenses:
Depreciation (3)	$	5,540	$	0.11	$	4,469	$	0.09
Amortization of intangible assets		3,160		0.06		2,789		0.05
Stock-based employee compensation		3,235		0.07		3,040		0.06
Total	$	11,935	$	0.24	$	10,298	$	0.20

	Nine Months Ended September 30, 2009				Nine Months Ended September 30, 2008
	Pretax Amount (1)		Per Diluted Share Impact (2)		Pretax Amount (1)		Per Diluted Share Impact (2)
Certain non-cash expenses:
Depreciation (3)	$	14,681	$	0.28	$	12,113	$	0.22
Amortization of intangible assets (4)		9,882		0.19		12,805		0.24
Stock-based employee compensation		9,473		0.18		8,608		0.16
Total	$	34,036	$	0.65	$	33,526	$	0.62

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

(2) These items represent the after-tax impact to net income on a per diluted share basis using: (i) CSG’s effective income tax rates of approximately 30% and 34%, respectively, for the quarter and nine months ended September 30, 2009, and 33% and 35%, respectively, for the quarter and nine months ended September 30, 2008; and (ii) weighted-average diluted shares outstanding of 34.4 million for the quarter and nine months ended September 30, 2009, and 35.0 million and 34.8 million, respectively, for the quarter and nine months ended September 30, 2008.

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(3) Depreciation expense includes $0.9 million for the quarter and nine months ended September 30, 2009, that is included in Data Center Transition Expenses in the accompanying Unaudited Condensed Consolidated Statements of Income.

(4) The decrease in amortization of intangible assets for the nine months ended September 30, 2009, as compared to the nine months ended September 30, 2008, is primarily due to the change in the life of the Comcast client contract intangible asset as a result of the extension of the contractual arrangement with Comcast effective July 1, 2008.

Total customer accounts processed on CSG’s systems as of September 30, 2009, were 46.1 million, compared to 45.4 million customer accounts processed as of June 30, 2009, with the sequential increase related primarily to conversions completed during the quarter.

2009 Financial Guidance

A summary of CSG’s financial guidance for the full year 2009 is as follows. Overall, CSG’s current expectations are in line with its most recent financial guidance.

Revenues	$498 -$500 million
Non-GAAP EPS	$1.62 - $1.64
GAAP EPS from continuing operations	$1.19 - $1.21

Non-GAAP EPS shown above is a non-GAAP financial measure and is explained in greater detail and reconciled to the comparable GAAP measure in the attached Exhibit 1.

Conference Call

CSG will host a one-hour conference call on October 27, 2009, at 5:00 p.m. ET, to discuss CSG’s third 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. In addition, to reach the conference by phone, dial (877) 941-6009 and ask the operator for the CSG Systems conference call and Liz Bauer, chairperson.

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, Inc.

Headquartered in Englewood, Colorado, CSG Systems International, Inc. (NASDAQ: CSGS) is a customer interaction management company that provides software- and services-based solutions that help clients engage and transact with their customers. With a 25-year heritage in providing customer management and billing solutions to North American cable and direct broadcast satellite companies, CSG has broadened its customer interaction management capabilities to proudly serve this client base as well as new, highly competitive industries including financial services, healthcare, utilities and more. Today, CSG’s solutions reach more than half of all U.S. households each month and manage over $36 billion in transactions annually on its clients’ behalf. 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 two-thirds of CSG’s revenues 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) CSG’s dependency on

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a variety of computing environments and communications networks, as well as risks inherent to transitioning data centers, thus subjecting CSG to the risks of extended interruptions, outages, unauthorized access and corruption of data; 3) the timing, duration, and degree of an economic turnaround are uncertain; thus 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; 4) continued market acceptance of CSG’s Advanced Convergent Platform (ACP) and related products and services; 5) CSG’s ability to continuously develop and enhance products in a timely, cost-effective, technically advanced and competitive manner; 6) CSG’s ability to implement new solutions, and migrate or convert clients to our solutions in a timely and effective manner; 7) 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, macroeconomic conditions affecting the credit and equity markets generally, and/or the financial status of CSG clients may affect CSG’s ability to maintain and expand market share; 8) 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; 9) 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; and 10) CSG’s continued ability to protect its intellectual property rights. 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.

For more information, contact:

Liz Bauer, Vice President of Investor Relations

(303) 804-4065

E-mail: liz_bauer@csgsystems.com

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED

(in thousands, except share and per share amounts)

	September 30, 2009			December 31, 2008
				(See Note)
ASSETS
Current assets:
Cash and cash equivalents	$	121,330		$	83,886
Short-term investments		35,678			57,331
Total cash, cash equivalents and short-term investments		157,008			141,217
Trade accounts receivable-Billed, net of allowance of $2,079 and $2,999		112,324			120,278
Unbilled and other		9,507			9,210
Deferred income taxes		13,109			12,755
Income taxes receivable		4,385			—
Other current assets		5,705			4,468
Total current assets		302,038			287,928
Property and equipment, net of depreciation of $84,506 and $80,854		56,731			42,594
Software, net of amortization of $39,171 and $36,385		11,891			9,835
Goodwill		104,803			103,971
Client contracts, net of amortization of $120,076 and $112,675		34,963			34,244
Other assets		5,402			6,199
Total assets	$	515,828		$	484,771
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Client deposits	$	29,971		$	28,629
Trade accounts payable		24,422			22,943
Accrued employee compensation		25,950			22,997
Deferred revenue		15,600			11,487
Income taxes payable		—			4,301
Other current liabilities		8,238			12,896
Total current liabilities		104,181			103,253
Non-current liabilities:
Long-term debt, net of unamortized original issue discount of $14,910 and $24,512		155,390			175,788
Deferred revenue		8,958			9,914
Income taxes payable		5,232			5,132
Deferred income taxes		37,041			20,338
Other non-current liabilities		4,808			5,659
Total non-current liabilities		211,429			216,831
Total liabilities		315,610			320,084
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; 35,113,046 shares and 34,720,191 shares outstanding		636			629
Additional paid-in capital		405,284			400,626
Treasury stock, at cost, 28,456,808 shares and 28,206,808 shares		(675,623	)		(671,841	)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax		22			241
Unrecognized pension plan losses and prior service costs, net of tax		(919	)		(919	)
Accumulated earnings		470,818			435,951
Total stockholders’ equity		200,218			164,687
Total liabilities and stockholders’ equity	$	515,828		$	484,771

Note: The prior year consolidated financial statements have been restated to reflect the adoption of new accounting principles. Information regarding the new accounting principles and the impact of their adoption was included in CSG’s most recent Form 10-Q for the quarter ended June 30, 2009.

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME-UNAUDITED

(in thousands, except per share amounts)

	Quarter Ended						Nine Months Ended
	September 30, 2009			September 30, 2008			September 30, 2009			September 30, 2008
				(See Note)						(See Note)
Revenues:
Processing and related services	$	116,267		$	110,582		$	345,854		$	324,056
Software, maintenance and services		8,281			7,398			27,076			24,390
Total revenues		124,548			117,980			372,930			348,446
Cost of revenues (exclusive of depreciation, shown separately below):
Processing and related services		57,881			58,458			175,321			167,482
Software, maintenance and services		6,572			4,448			19,526			14,438
Total cost of revenues		64,453			62,906			194,847			181,920
Other operating expenses:
Research and development		17,787			16,750			52,496			49,675
Selling, general and administrative		15,084			12,717			43,891			38,386
Data center transition expenses		5,158			—			9,215			—
Depreciation		4,683			4,469			13,824			12,113
Restructuring charges		76			7			184			71
Total operating expenses		107,241			96,849			314,457			282,165
Operating income		17,307			21,131			58,473			66,281
Other income (expense):
Interest expense		(1,395	)		(1,922	)		(4,362	)		(5,453	)
Amortization of original issue discount		(2,017	)		(2,515	)		(6,325	)		(7,396	)
Gain on repurchase of convertible debt securities		—			—			1,468			—
Interest and investment income, net		215			1,193			1,053			3,896
Other, net		(13	)		2			(13	)		17
Total other		(3,210	)		(3,242	)		(8,179	)		(8,936	)
Income before income taxes		14,097			17,889			50,294			57,345
Income tax provision		(4,229	)		(5,985	)		(16,898	)		(20,274	)
Income from continuing operations		9,868			11,904			33,396			37,071
Discontinued operations:
Income from discontinued operations		—			—			—			—
Income tax benefit		1,471			323			1,471			323
Discontinued operations, net of tax		1,471			323			1,471			323
Net income	$	11,339		$	12,227		$	34,867		$	37,394
Basic earnings per common share:
Income from continuing operations	$	0.29		$	0.34		$	0.97		$	1.06
Discontinued operations, net of tax		0.04			0.01			0.04			0.01
Net income	$	0.33		$	0.35		$	1.01		$	1.07
Diluted earnings per common share:
Income from continuing operations	$	0.29		$	0.34		$	0.97		$	1.06
Discontinued operations, net of tax		0.04			0.01			0.04			0.01
Net income	$	0.33		$	0.35		$	1.01		$	1.07
Weighted-average shares outstanding – Basic
Common stock		33,287			33,281			33,186			33,191
Participating restricted stock		1,008			1,656			1,143			1,606
Total		34,295			34,937			34,329			34,797
Weighted-average shares outstanding – Diluted:
Common stock		33,419			33,324			33,269			33,221
Participating restricted stock		1,008			1,656			1,143			1,606
Total		34,427			34,980			34,412			34,827

Note: The prior year consolidated financial statements have been restated to reflect the adoption of new accounting principles. Information regarding the new accounting principles and the impact of their adoption was included in CSG’s most recent Form 10-Q for the quarter ended June 30, 2009.

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED

(in thousands)

	Nine Months Ended
	September 30, 2009			September 30, 2008
				(See Note)
Cash flows from operating activities:
Net income	$	34,867		$	37,394
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation		14,681			12,113
Amortization		10,463			13,468
Amortization of original issue discount		6,325			7,396
Gain on short-term investments and other		(540	)		(368	)
Gain on repurchase of convertible debt securities		(1,468	)		—
Gain on curtailment of pension plan		—			(601	)
Deferred income taxes		17,044			12,429
Excess tax benefit of stock-based compensation awards		(145	)		(236	)
Stock-based employee compensation		9,473			8,608
Changes in operating assets and liabilities:
Trade accounts and other receivables, net		8,322			9,649
Other current and non-current assets		(1,824	)		706
Income taxes payable/receivable		(10,798	)		(941	)
Trade accounts payable and accrued liabilities		8,137			637
Deferred revenue		2,911			(4,566	)
Net cash provided by operating activities		97,448			95,688
Cash flows from investing activities:
Purchases of property and equipment		(34,476	)		(19,539	)
Purchases of short-term investments		(41,966	)		(57,315	)
Proceeds from sale/maturity of short-term investments		63,800			22,245
Acquisition of businesses, net of cash acquired		(7,391	)		(40,267	)
Acquisition of and investments in client contracts		(7,244	)		(3,277	)
Net cash used in investing activities		(27,277	)		(98,153	)
Cash flows from financing activities:
Proceeds from issuance of common stock		1,067			875
Repurchase of common stock		(6,503	)		(1,738	)
Payments on acquired equipment financing		(722	)		(341	)
Repurchase of convertible debt securities		(26,714	)		—
Excess tax benefit of stock-based compensation awards		145			236
Net cash used in financing activities		(32,727	)		(968	)
Net increase in cash and cash equivalents		37,444			(3,433	)
Cash and cash equivalents, beginning of period		83,886			123,416
Cash and cash equivalents, end of period	$	121,330		$	119,983
Supplemental disclosures of cash flow information:
Net cash paid during the period for -
Interest	$	2,547		$	3,269
Income taxes		9,175			8,404

Note: The prior year consolidated financial statements have been restated to reflect the adoption of new accounting principles. Information regarding the new accounting principles and the impact of their adoption was included in CSG’s most recent Form 10-Q for the quarter ended June 30, 2009.

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EXHIBIT 1

CSG SYSTEMS INTERNATIONAL, INC.

DISCLOSURES FOR NON-GAAP FINANCIAL MEASURES

Use of Non-GAAP Financial Measures and Limitations

To supplement its consolidated financial statements presented in accordance with GAAP, CSG uses the following non-GAAP financial measures: non-GAAP operating income, non-GAAP earnings per share (EPS), and non-GAAP adjusted EBITDA. CSG believes that these non-GAAP financial measures provide investors with greater transparency to the information used by CSG’s management in its financial and operational decision making. CSG uses these non-GAAP financial measures for: (i) certain internal financial planning, reporting, and analysis; (ii) forecasting and budgeting purposes; (iii) certain management compensation incentives; and (iv) communications with CSG’s Board of Directors, stockholders, financial analysts, and investors. These non-GAAP financial measures are provided with the intent of providing investors a more complete understanding of CSG’s underlying operational results, trends, performance, and cash generating capabilities, in addition to providing consistency and comparability with CSG’s historical financial results, as well as comparability to similar companies in the industry, many of which present similar non-GAAP financial measures to investors.

Non-GAAP financial measures are not a measure of performance under GAAP, and therefore should not be considered in isolation or as a substitute for GAAP financial information. Limitations with the use of non-GAAP financial measures include the following items:

• Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles.

• The way in which CSG calculates non-GAAP financial measures may differ from the way in which other companies calculate similar non-GAAP financial measures.

• Non-GAAP financial measures do not include all items of income and expense that affect CSG’s operations and that are required by GAAP to be included in financial statements.

• Certain adjustments to CSG’s non-GAAP financial statements result in the exclusion of items that are recurring and will be reflected in its financial statements in future periods.

• Certain charges excluded from CSG’s non-GAAP financial measures are cash expenses, and therefore do impact CSG’s cash position.

CSG compensates for these limitations by relying primarily on its GAAP results and using non-GAAP financial measures as a supplement only. Additionally, CSG provides specific information regarding the GAAP amounts excluded from the non-GAAP financial measures and reconciles each non-GAAP financial measure to the most directly comparable GAAP measure.

Non-GAAP Financial Measures – Historical Results

Non-GAAP Operating Income: CSG’s calculation of non-GAAP operating income begins with GAAP operating income and adds back the impact of CSG’s transition of its data center services (Data Center Transition Expenses). Non-GAAP

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operating income as a percentage of total revenues (also referred to as “non-GAAP operating income margin”) is calculated by taking non-GAAP operating income and dividing it by total revenues for the respective period. The Data Center Transition Expenses are considered a unique and infrequent occurrence for CSG, and therefore are not reflective of CSG’s recurring core business operating results. The exclusion of these costs in calculating CSG’s non-GAAP operating income and non-GAAP operating income margin allows management and investors an additional means to compare CSG’s current operating results with historical and future periods.

The reconciliations of GAAP operating income to non-GAAP operating income for the indicated quarters and nine months then ended are as follows (in thousands, except percentages):

	Quarter Ended September 30, 2009				Quarter Ended September 30, 2008
	Amounts		% of Revenues		Amounts		% of Revenues
GAAP operating income	$	17,307	13.9	%	$	21,131	17.9	%
Data Center Transition Expenses		5,158	4.1	%		—	—
Non-GAAP operating income	$	22,465	18.0	%	$	21,131	17.9	%

	Nine Months Ended September 30, 2009				Nine Months Ended September 30, 2008
	Amounts		% of Revenues		Amounts		% of Revenues
GAAP operating income	$	58,473	15.7	%	$	66,281	19.0	%
Data Center Transition Expenses		9,215	2.5	%		—	—
Non-GAAP operating income	$	67,688	18.2	%	$	66,281	19.0	%

Non-GAAP EPS: CSG’s calculation of non-GAAP EPS begins with GAAP EPS from continuing operations and then excludes the following items from continuing operations on a tax-affected, per diluted share basis: (i) CSG’s Data Center Transition Expenses; (ii) amortization of the original issue discount (OID) for CSG’s convertible debt securities; and (iii) the gain on the repurchase of CSG’s convertible debt securities. CSG believes this presentation provides meaningful supplemental information regarding CSG’s performance, and these items are included in CSG’s determination of non-GAAP financial information for the following reasons:

• The Data Center Transition Expenses and any gains on the repurchase of CSG’s convertible debt securities are unique and infrequent in occurrence for CSG, and therefore may not be reflective of CSG’s recurring core business operating results. The exclusion of these items in calculating CSG’s non-GAAP financial measures allows management and investors an additional means to compare CSG’s current operating results with historical and future periods.

• The amortization of the convertible debt securities OID is additional interest expense as a result of the adoption of a new accounting pronouncement effective January 1, 2009. The exclusion of these costs in calculating CSG’s non-GAAP financial measures allows management and investors an additional means to compare CSG’s current interest expense with historical periods prior to the adoption of this new accounting pronouncement. In addition, the interest expense related to the amortization of the OID is a non-cash expense, and therefore the exclusion of this item allows investors to further evaluate the cash interest costs of CSG’s convertible debt securities for cash flow, liquidity, and debt service purposes.

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The reconciliations of GAAP EPS from continuing operations to non-GAAP EPS for the indicated quarters and nine months then ended are as follows (in thousands, except per share amounts):

	Quarter Ended September 30, 2009				Quarter Ended September 30, 2008
	Pretax Amount (1)		Per Diluted Share Impact (2)		Pretax Amount (1)		Per Diluted Share Impact (2)
GAAP income before income taxes	$	14,097	$	0.29	$	17,889	$	0.34
Data Center Transition Expenses		5,158		0.10		—		—
Amortization of original issue discount		2,017		0.04		2,515		0.05
Non-GAAP income before income taxes	$	21,272	$	0.43	$	20,404	$	0.39

	Nine Months Ended September 30, 2009						Nine Months Ended September 30, 2008
	Pretax Amount (1)			Per Diluted Share Impact (2)			Pretax Amount (1)		Per Diluted Share Impact (2)
GAAP income before income taxes	$	50,294		$	0.97		$	57,345	$	1.06
Data Center Transition Expenses		9,215			0.18			—		—
Amortization of original issue discount		6,325			0.12			7,396		0.14
Gain on repurchase of convertible debt securities		(1,468	)		(0.03	)		—		—
Non-GAAP income before income taxes	$	64,366		$	1.24		$	64,741	$	1.20

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

(2) These items represent the after-tax impact to net income on a per diluted share basis using: (i) CSG’s effective income tax rates of approximately 30% and 34%, respectively, for the quarter and nine months ended September 30, 2009, and 33% and 35%, respectively, for the quarter and nine months ended September 30, 2008; and (ii) weighted-average diluted shares outstanding of 34.4 million for the quarter and nine months ended September 30, 2009, and 35.0 million and 34.8 million, respectively, for the quarter and nine months ended September 30, 2008.

Non-GAAP Adjusted EBITDA: CSG defines adjusted EBITDA as income before interest, taxes, depreciation, amortization, stock based compensation, and unique and infrequent items, such as the Data Center Transition Expenses and the gain on the repurchase of CSG’s convertible debt securities, discussed above. CSG’s calculation of adjusted EBITDA begins with CSG’s non-GAAP operating income, shown above, which excludes interest income and expense, income taxes, and unique and infrequent items, and adds back CSG’s non-cash charges: depreciation, amortization of intangible assets, and stock-based compensation. CSG believes that adjusted EBITDA is useful to investors and other users of its financial statements as it provides additional information in evaluating the following: (i) operating performance; (ii) liquidity and debt servicing capabilities; and (iii) enterprise valuation purposes.

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CSG’s calculation of adjusted EBITDA and the reconciliations of CSG’s adjusted EBITDA measure to net income and cash flows from operations for the indicated quarters and nine months then ended are as follows (in thousands):

	Quarter Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Non-GAAP operating income	$	22,465		$	21,131		$	67,688		$	66,281
Depreciation		4,683			4,469			13,824			12,113
Amortization of intangible assets		3,160			2,789			9,882			12,805
Stock-based employee compensation		3,235			3,040			9,473			8,608
Adjusted EBITDA	$	33,543		$	31,429		$	100,867		$	99,807
	Quarter Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Net income	$	11,339		$	12,227		$	34,867		$	37,394
Interest expense		1,395			1,922			4,362			5,453
Amortization of original issue discount		2,017			2,515			6,325			7,396
Interest and investment income and other, net		(202	)		(1,195	)		(1,040	)		(3,913	)
Income tax provision, net		2,758			5,662			15,427			19,951
Depreciation		4,683			4,469			13,824			12,113
Amortization of intangible assets		3,160			2,789			9,882			12,805
Stock-based employee compensation		3,235			3,040			9,473			8,608
Data Center Transition Expenses		5,158			—			9,215			—
Gain on repurchase of convertible debt securities		—			—			(1,468	)		—
Adjusted EBITDA	$	33,543		$	31,429		$	100,867		$	99,807
Adjusted EBITDA as a percentage of revenues		26.9	%		26.6	%		27.0	%		28.6	%
	Quarter Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Cash flows from operating activities	$	37,882		$	27,559		$	97,448		$	95,688
Income tax provision, net		2,758			5,662			15,427			19,951
Changes in operating assets and liabilities		(7,289	)		2,881			(6,748	)		(5,485	)
Deferred income taxes		(5,224	)		(6,086	)		(17,044	)		(12,429	)
Data Center Transition Expenses, net of depreciation		4,301			—			8,358			—
Interest expense		1,395			1,922			4,362			5,453
Interest and investment income and other, net		(202	)		(1,195	)		(1,040	)		(3,913	)
Other		(78	)		686			104			542
Adjusted EBITDA	$	33,543		$	31,429		$	100,867		$	99,807
Adjusted EBITDA as a percentage of revenues		26.9	%		26.6	%		27.0	%		28.6	%

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Non-GAAP Financial Measures – 2009 Financial Guidance

Non-GAAP Operating Income Margin: The reconciliation of GAAP operating income margin to non-GAAP operating income margin as included in CSG’s 2009 full year financial guidance is as follows:

	2009 Guidance
GAAP operating income margin	15.0	%
Data Center Transition Expenses as a percentage of total revenues (3)	3.0	%
Non-GAAP operating income margin	18.0	%

(3) This represents the pretax impact of the estimated 2009 Data Center Transition Expenses of approximately $15 million to $16 million on CSG’s operating income margin.

The reconciliation of GAAP EPS from continuing operations to non-GAAP EPS as included in CSG’s 2009 full year financial guidance is as follows:

	2009 Guidance Range (4)
GAAP EPS from continuing operations	$	1.19		$	1.21
Data Center Transition Expenses (5)		0.30			0.30
Amortization of original issue discount (6)		0.16			0.16
Gain on repurchase of convertible debt securities (7)		(0.03	)		(0.03	)
Non-GAAP EPS	$	1.62		$	1. 64

(4) The after-tax impact of these items is calculated using CSG’s estimated full year 2009 effective income tax rate of approximately 34%, and using the estimated weighted-average diluted shares outstanding of 34.5 million for 2009.

(5) This represents the after-tax impact of the estimated 2009 Data Center Transition Expenses of approximately $15 million to $16 million on a per diluted share basis.

(6) This represents the after-tax impact of the estimated 2009 expense related to the amortization of the OID expense for CSG’s convertible debt securities of approximately $8.4 million on a per diluted share basis.

(7) This represents the after-tax impact of the gain on the repurchase of convertible debt securities of $1.5 million on a per diluted share basis. At this time, CSG’s 2009 full year guidance assumes that there will be no additional debt repurchases.