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, 2011

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, 2011: 34,594,954

CSG SYSTEMS INTERNATIONAL, INC.

FORM 10-Q for the Quarter Ended June 30, 2011

INDEX

		Page No.
Part I     -	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010 (Unaudited)	3
	Condensed Consolidated Statements of Income for the Quarter and Six Months Ended June 30, 2011 and 2010 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
Part II     -	OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 6.	Exhibits	38
	Signatures	39
	Index to Exhibits	40

2

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in thousands, except share amounts)

	June 30, 2011			December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	114,355		$	197,858
Short-term investments		19,995			17,692
Total cash, cash equivalents and short-term investments		134,350			215,550
Trade accounts receivable-
Billed, net of allowance of $2,541 and $1,837		166,436			155,005
Unbilled and other		37,617			30,803
Deferred income taxes		18,224			13,852
Income taxes receivable		1,637			9,043
Other current assets		21,515			17,241
Total current assets		379,779			441,494
Property and equipment, net of depreciation of $104,856 and $94,236		51,046			52,257
Software, net of amortization of $51,106 and $45,579		34,570			31,118
Goodwill		200,443			209,164
Client contracts, net of amortization of $146,175 and $133,218		108,310			116,328
Deferred income taxes		9,446			9,677
Other assets		16,427			19,660
Total assets	$	800,021		$	879,698
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt, net of unamortized original issue discount of zero and $621	$	16,000		$	69,528
Client deposits		29,899			31,897
Trade accounts payable		28,206			25,381
Accrued employee compensation		35,097			53,372
Income taxes payable		2,433			2,028
Deferred revenue		45,451			56,184
Other current liabilities		25,904			32,019
Total current liabilities		182,990			270,409
Non-current liabilities:
Long-term debt, net of unamortized original issue discount of $32,593 and $34,841		297,407			305,159
Deferred revenue		8,062			16,103
Income taxes payable		1,168			954
Deferred income taxes		23,709			33,247
Other non-current liabilities		19,353			16,748
Total non-current liabilities		349,699			372,211
Total liabilities		532,689			642,620
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; 34,607,509 and 34,120,789 shares outstanding		646			641
Additional paid-in capital		443,549			439,712
Treasury stock, at cost, 29,956,808 shares		(704,963	)		(704,963	)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax		5			4
Unrecognized pension plan losses and prior service costs, net of tax		(893	)		(897	)
Unrecognized loss on change in fair value of interest rate swap, net of tax		(420	)		—
Cumulative translation adjustments		7,186			868
Accumulated earnings		522,222			501,713
Total stockholders’ equity		267,332			237,078
Total liabilities and stockholders’ equity	$	800,021		$	879,698

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

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(in thousands, except per share amounts)

	Quarter Ended						Six Months Ended
	June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010
Revenues:
Processing and related services	$	129,113		$	121,363		$	260,491		$	243,409
Software, maintenance and services		52,199			9,983			103,913			18,200
Total revenues		181,312			131,346			364,404			261,609
Cost of revenues (exclusive of depreciation, shown separately below):
Processing and related services		60,802			68,925			122,061			135,929
Software, maintenance and services		30,074			5,912			59,579			11,880
Total cost of revenues		90,876			74,837			181,640			147,809
Other operating expenses:
Research and development		27,920			18,990			56,558			37,502
Selling, general and administrative		32,526			16,678			65,865			33,212
Depreciation		6,273			6,091			12,520			11,713
Restructuring charges		1,346			(7	)		1,346			214
Total operating expenses		158,941			116,589			317,929			230,450
Operating income		22,371			14,757			46,475			31,159
Other income (expense):
Interest expense		(4,325	)		(1,629	)		(8,666	)		(3,177	)
Amortization of original issue discount		(1,420	)		(1,685	)		(2,869	)		(3,985	)
Interest and investment income, net		175			251			409			367
Loss on repurchase of convertible debt securities		—			—			—			(10,952	)
Other, net		(985	)		6			(1,288	)		4
Total other		(6,555	)		(3,057	)		(12,414	)		(17,743	)
Income before income taxes		15,816			11,700			34,061			13,416
Income tax provision		(6,801	)		(234	)		(13,552	)		(886	)
Net income	$	9,015		$	11,466		$	20,509		$	12,530
Weighted-average shares outstanding - Basic:
Common stock		32,866			32,303			32,738			32,677
Participating restricted stock		161			531			244			637
Total		33,027			32,834			32,982			33,314
Weighted-average shares outstanding - Diluted:
Common stock		33,072			32,562			32,962			32,938
Participating restricted stock		161			531			244			637
Total		33,233			33,093			33,206			33,575
Earnings per common share:
Basic	$	0.27		$	0.35		$	0.62		$	0.38
Diluted	$	0.27		$	0.35		$	0.62		$	0.37

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

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CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(in thousands)

	Six Months Ended
	June 30, 2011			June 30, 2010
Cash flows from operating activities:
Net income	$	20,509		$	12,530
Adjustments to reconcile net income to net cash provided by (used in) operating activities-
Depreciation		12,520			11,713
Amortization		21,215			8,285
Amortization of original issue discount		2,869			3,985
Gain on short-term investments and other		(34	)		(79	)
Loss on repurchase of convertible debt securities		—			10,952
Deferred income taxes		(1,344	)		(44	)
Excess tax benefit of stock-based compensation awards		(824	)		(1,098	)
Stock-based employee compensation		6,529			6,184
Changes in operating assets and liabilities:
Trade accounts and other receivables, net		(17,769	)		7,360
Other current and non-current assets		(2,175	)		(3,911	)
Income taxes payable/receivable		8,398			(6,423	)
Trade accounts payable and accrued liabilities		(28,987	)		3,637
Deferred revenue		(22,083	)		2,644
Net cash provided by (used in) operating activities		(1,176	)		55,735
Cash flows from investing activities:
Purchases of property and equipment		(11,061	)		(7,519	)
Purchases of short-term investments		(19,968	)		(46,922	)
Proceeds from sale/maturity of short-term investments		17,700			34,900
Acquisition of businesses, net of cash acquired		—			(2,764	)
Acquisition of and investments in client contracts		(4,479	)		(2,623	)
Net cash used in investing activities		(17,808	)		(24,928	)
Cash flows from financing activities:
Proceeds from issuance of common stock		753			772
Repurchase of common stock		(4,049	)		(33,643	)
Payments on acquired equipment financing		(834	)		(571	)
Proceeds from long-term debt		—			150,000
Payments of deferred financing costs		(205	)		(4,268	)
Payments on long-term debt		(64,149	)		(124,992	)
Excess tax benefit of stock-based compensation awards		824			1,098
Net cash used in financing activities		(67,660	)		(11,604	)
Effect of exchange rate fluctuations on cash		3,141			—
Net increase (decrease) in cash and cash equivalents		(83,503	)		19,203
Cash and cash equivalents, beginning of period		197,858			163,489
Cash and cash equivalents, end of period	$	114,355		$	182,692
Supplemental disclosures of cash flow information:
Net cash paid during the period for-
Interest	$	7,233		$	1,499
Income taxes		6,213			7,365

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

5

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, 2011 and December 31, 2010, and for the second quarter and six months ended June 30, 2011 and 2010, in accordance with accounting principles generally accepted in the United States of America (“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 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, 2010, filed with the SEC. The results of operations for the second quarter and six months ended June 30, 2011 are not necessarily indicative of the expected results for the entire year ending December 31, 2011.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in Preparation of Condensed Consolidated Financial Statements. The preparation of the accompanying Condensed Consolidated 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 and are classified as current liabilities regardless of the contract period. We net the cost of postage against the postage reimbursements, 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 quarter of 2011 and 2010 was $65.3 million and $66.2 million, respectively, and for the six months ended June 30, 2011 and 2010 was $133.1 million and $135.2 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, 2011, our cash equivalents consist primarily of institutional money market funds, commercial paper and time deposits held at major banks.

As of June 30, 2011, we had $5.1 million of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheet.

Short-term Investments and Other Financial Instruments. Our financial instruments as of June 30, 2011 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, interest rate swaps, 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 accompanying Condensed Consolidated 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.

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Our short-term investments at June 30, 2011, and December 31, 2010, consisted of the following (in thousands):

	June 30, 2011		December 31, 2010
Commercial paper	$	17,494	$	17,692
Certificates of deposit		2,501		—
Total	$	19,995	$	17,692

All short-term investments held by us as of June 30, 2011, have contractual maturities of less than one year from the time of acquisition. Proceeds from the sale/maturity of short-term investments for the six months ended June 30, 2011 and 2010 were $17.7 million and $34.9 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, 2011						December 31, 2010
	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Money market funds (1)	$	43,536	$	—	$	43,536	$	91,002	$	—	$	91,002
Commercial paper (2)		—		25,992		25,992		—		26,590		26,590
Total	$	43,536	$	25,992	$	69,528	$	91,002	$	26,590	$	117,592
Liabilities:
Interest rate swap contracts (3)		—		684		684		—		—		—
Total	$	—	$	684	$	684	$	—	$	—	$	—

(1) As of June 30, 2011 and December 31, 2010, all of the money market funds were classified on our Condensed Consolidated Balance Sheet in cash equivalents.

(2) As of June 30, 2011 and December 31, 2010, of the total commercial paper, $8.5 million and $8.9 million, respectively, were classified on our Condensed Consolidated Balance Sheet in cash equivalents, and $17.5 and $17.7 million, respectively, were classified on our Condensed Consolidated Balance Sheet in short term investments.

(3) As of June 30, 2011, the fair value of the interest rate swap contracts were classified on our Condensed Consolidated 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, 2011, the estimated fair value of our Credit Agreement long-term debt of $195 million (carrying value including current maturities) was approximately $200 million, and was estimated using a discounted cash flow methodology. As of June 30, 2011, the estimated fair value of our $151 million (par value) convertible debt, based upon quoted market prices or recent sales activity, was approximately $153 million.

Adoption of New Guidance on Revenue Recognition Related to Multiple-Deliverable Revenue Arrangements. On January 1, 2011, new guidance on revenue recognition related to multiple-deliverable revenue arrangements became effective. The new guidance changed the criteria for separating deliverables in multiple element revenue arrangements that do not fall within the scope of specific authoritative accounting literature.

Our processing and related services revenues relate primarily to the outsourced, customer care and billing processing and related services we provide to our North American cable and direct broadcast satellite clients under long-term master processing agreements. Under those agreements, on a monthly basis, we provide multiple services, to include billing and processing services; credit management and collection services; and customer statement invoice printing and mailing services. Since there are essentially no processing and related services elements that are

7

undelivered at the end of each month, other than the future months’ repetition of those same services which will be billed for and recognized as revenues in those future months when the services are provided, the new guidance did not impact the manner in which we are recognizing our processing and related services revenues.

The revenue recognition for our software licenses, software maintenance services (also known as post-contract customer support), and our professional services that involve the implementation of the software licenses, fall within the scope of specific authoritative accounting literature and are not impacted by the new guidance on revenue recognition related to multiple-deliverable revenue arrangements.

3. PRIOR YEAR ACQUISITION

On November 30, 2010, we acquired U.K.-based Intec Telecom Systems PLC (“Intec”) for $364.1 million, or $255.2 million net of $108.9 million of cash and cash equivalents Intec had on hand at the close of the transaction.

The application of the acquisition method of accounting for business combinations requires the use of significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for Intec (in thousands):

Trade accounts receivable	$	63,899
Other current assets		6,179
Property and equipment		9,968
Acquired software		19,184
Acquired client contracts		77,979
Acquired other intangible assets		6,395
Goodwill		91,400
Net deferred income tax assets		44,452
Other non-current assets		2,552
Total assets acquired		322,008
Trade accounts payable		3,611
Accrued employee compensation		17,517
Deferred revenue		26,311
Other current liabilities		9,620
Non-current liabilities		9,711
Total liabilities assumed		66,770
Net assets acquired (excluding acquired cash)	$	255,238

The $255.2 million of net assets acquired reflected above has not changed since March 31, 2011. However, we have made certain adjustments to our estimates of the fair value of various assets acquired and liabilities assumed, none of which required the revision of comparative information for periods presented in the accompanying Condensed Consolidated Financial Statements since the effects are not material. In addition, we have made certain adjustments to our estimates of deferred income taxes. As a result of these changes, during the second quarter of 2011, the amount allocated to goodwill increased by $1.7 million.

The above estimated fair values of assets acquired and liabilities assumed are still considered provisional, as we are waiting for additional information, primarily related to certain items within trade accounts receivable and deferred revenue, necessary to finalize those fair values, and to estimate the valuation allowances necessary for certain deferred income tax assets. Thus the provisional measurements of fair value set forth above are subject to change. Such changes could be significant. We expect to finalize the fair values and valuation allowances and complete the purchase price allocation as soon as practicable, but not later than one-year from the acquisition date.

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4. 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”). We did not repurchase any shares under our Stock Repurchase Program during the six months ended June 30, 2011. During the six months ended June 30, 2010, we repurchased 1.5 million shares of our common stock under the Stock Repurchase Program for $29.3 million (weighted-average price of $19.56 per share). As of June 30, 2011, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 4.2 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, during the six months ended June 30, 2011 and 2010, we repurchased from our employees and then cancelled 0.2 million shares of common stock for $4.0 million and 0.2 million shares of common stock for $4.3 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Equity Compensation Plans. In May 2011, our stockholders approved the amended and restated 2005 Stock Incentive Plan, which included an increase in the number of shares that may be issued under the plan of 3,400,000 shares, from 12,400,000 shares to 15,800,000 shares. Additionally in May 2011, our stockholders approved the amended and restated 1996 Employee Stock Purchase Plan, which included an increase in the number of shares reserved for sales to our employees of 750,000 shares, from 958,043 shares to 1,708,043 shares.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the second quarter and six months ended June 30, 2011 is as follows:

	Quarter Ended June 30, 2011					Six Months Ended June 30, 2011
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		1,858,967		$	18.02		1,803,971		$	17.19
Awards granted		6,300			20.08		677,550			19.24
Awards forfeited/cancelled		(14,068	)		17.12		(40,068	)		17.41
Awards vested		(7,475	)		17.88		(597,729	)		16.89
Unvested awards, ending		1,843,724		$	18.04		1,843,724		$	18.04

Included in the awards granted during the six months ended June 30, 2011, are performance-based awards for 120,000 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, 2011 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 quarter of 2011 and 2010 of $3.2 million for both periods, and for the six months ended June 30, 2011 and 2010 of $6.5 million and $6.2 million, respectively.

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5. 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 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,
	2011		2010		2011		2010
Net Income attributed to:
Common stock	$	8,971	$	11,281	$	20,357	$	12,290
Participating restricted common stock		44		185		152		240
Total	$	9,015	$	11,466	$	20,509	$	12,530

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,
	2011		2010		2011		2010
Weighted-average shares outstanding – Basic:
Common stock		32,866		32,303		32,738		32,677
Participating restricted common stock		161		531		244		637
Total		33,027		32,834		32,982		33,314
Weighted-average shares outstanding – Diluted:
Common stock		33,072		32,562		32,962		32,938
Participating restricted common stock		161		531		244		637
Total		33,233		33,093		33,206		33,575

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,
	2011		2010		2011		2010
Basic weighted-average common shares		32,866		32,303		32,738		32,677
Dilutive effect of common stock options		22		23		22		26
Dilutive effect of non-participating restricted common stock		184		236		202		235
Dilutive effect of 2010 Convertible Notes		—		—		—		—
Dilutive effect of 2004 Convertible Debt Securities		—		—		—		—
Diluted weighted-average common shares		33,072		32,562		32,962		32,938

Potentially dilutive common shares related to stock options and non-participating unvested shares of restricted common stock of zero and 0.1 million, respectively, for the second quarter of 2011 and 2010, and zero and 0.2 million for the six months ended June 30, 2011 and 2010, 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. The 2004 Convertible Debt Securities have a dilutive effect only in those quarterly periods in which our average stock price exceeds the current effective conversion price of $26.77 per share. See Note 7 for additional discussion of our convertible debt.

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6. COMPREHENSIVE INCOME

The components of our comprehensive income were as follows (in thousands):

	Quarter Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Net income	$	9,015		$	11,466		$	20,509		$	12,530
Other comprehensive income (loss), net of tax, if any:
Unrealized gain (loss) on short-term investments		1			(7	)		1			(9	)
Change in unrecognized pension plan losses and prior service costs		—			—			4			22
Unrealized loss on change in fair value of interest rate swap		(420	)		—			(420	)		—
Foreign currency translation adjustments		410			—			6,318			—
Comprehensive income	$	9,006		$	11,459		$	26,412		$	12,543

7. DEBT

Our long-term debt, as of June 30, 2011 and December 31, 2010, was as follows (in thousands):

	June 30, 2011			December 31, 2010
Credit Agreement:
Term loan, due December 2015, interest at adjusted LIBOR plus 3.75% (combined rate of 4.00% at June 30, 2011 and 4.06% at December 31, 2010)	$	195,000		$	200,000
$100 million revolving loan facility, due December 2015, interest at adjusted LIBOR plus applicable margin (combined rate of 4.06% at December 31, 2010)		—			35,000
Convertible Debt Securities:
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized OID of $32,593 and $34,841, respectively		117,407			115,159
2004 Convertible Debt Securities – senior subordinated convertible contingent debt securities; due June 15, 2024; cash interest at 2.5%; net of unamortized OID of zero and $621, respectively		1,000			24,528
		313,407			374,687
Current portion of long-term debt, net		(16,000	)		(69,528	)
Total long-term debt, net	$	297,407		$	305,159

Credit Agreement. In January 2011, we repaid the $35 million outstanding balance of our $100 million revolving loan facility (“Revolver”). During the six months ended June 30, 2011, we made $5.0 million mandatory repayments on the Term Loan.

As of June 30, 2011, we were in compliance with the financial ratios and other covenants related to the Credit Agreement. As of June 30, 2011, we had no borrowings outstanding on our Revolver and had the entire $100 million available to us.

2010 Convertible Notes. As of June 30, 2011, 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.

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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, 2011, the value of our conversion obligation did not exceed the par value of the 2010 Convertible Notes.

2004 Convertible Debt Securities. In June 2011, holders of $24.1 million par value of our 2004 Convertible Debt Securities exercised their put option and we paid the par value and accrued interest to extinguish these securities in June 2011. In June 2011, we exercised our option to call the remaining $1.0 million par value of our 2004 Convertible Debt Securities, and extinguished the debt in July 2011. As a result of the holders exercising their put option, approximately $6 million of deferred tax liabilities became payable and have been reclassified to current income taxes payable as of June 30, 2011.

8. DERIVATIVES

Interest Rate Swap Contracts. In May 2011, we entered into three 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 the three interest rate swap contracts is as follows (dollars in thousands):

	Beginning of Term		End of Term		Weighted-Average Notional Amount Over Term		Fixed Rate
2011 Swap		May 16, 2011		March 13, 2012	$	118,000		0.451	%
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, 2011, the fair value of the interest rate swap contracts, reflected in other non-current liabilities in our Condensed Consolidated Balance Sheet, was $0.7 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 Condensed Consolidated 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 losses reclassified from AOCI to income/loss (effective portions) for the quarter ended June 30, 2011 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 ended June 30, 2011.

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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9. LONG-LIVED ASSETS

Goodwill. The changes in the carrying amount of goodwill for the six months ended June 30, 2011, were as follows (in thousands):

January 1, 2011 balance	$	209,164
Adjustments related to prior acquisitions		(9,724	)
Effects of changes in foreign currency exchange rates		1,003
June 30, 2011 balance	$	200,443

The adjustments related to prior acquisitions are almost entirely due to the Intec Acquisition discussed in Note 3, and are related to adjustments to our estimates of deferred income taxes and the fair values of various assets and liabilities assumed.

Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of June 30, 2011 and December 31, 2010, the carrying values of these assets were as follows (in thousands):

	June 30, 2011							December 31, 2010
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	254,485	$	(146,175	)	$	108,310	$	249,546	$	(133,218	)	$	116,328
Software		85,676		(51,106	)		34,570		76,697		(45,579	)		31,118
Total	$	340,161	$	(197,281	)	$	142,880	$	326,243	$	(178,797	)	$	147,446

The total amortization expense related to intangible assets for the second quarter of 2011 and 2010 was $10.3 million and $4.0 million, respectively, and $19.7 million and $7.9 million for the six months ended June 30, 2011 and 2010, respectively. Based on the June 30, 2011 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2011 – $38.3 million; 2012 – $36.7 million; 2013 – $27.4 million; 2014 – $17.8 million; and 2015 – $11.5 million.

10. 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

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system availability and timeliness of service delivery. As of June 30, 2011, 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 certain of our officers and members of our Board of Directors 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, 2011. 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. We are not presently a party to any material pending or threatened legal proceedings.

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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 unaudited Condensed Consolidated Financial Statements and Notes thereto (our “Financial Statements”) 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, 2010 (our “2010 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”. Item 1A. constitutes 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 a leading provider of Business Support Systems (“BSS”) solutions to clients in several complex and highly competitive industries. Our solutions coordinate and manage many aspects of a service provider’s customer interactions, from the initial activation of customer accounts, to the support of various service activities, and through the presentment, collection, and accounts receivables management of monthly customer statements. While our heritage is in serving the North American communications markets, through acquisition and organic growth, we have broadened and enhanced our solutions to extend our business both globally and to a growing number of other industries including communications, financial services, healthcare, utilities, entertainment, and content distribution.

Most recently, our business was focused on the North American market, with approximately 85% of our revenues coming from the cable and direct broadcast satellite (“DBS”) markets and the remaining 15% from a variety of other verticals. However, on November 30, 2010, we completed our acquisition of U.K.-based Intec Telecom Systems PLC (“Intec”) (the “Intec Acquisition”). Intec is a recognized global BSS leader for retail billing, mediation, and wholesale business management, serving the majority of the world’s top 100 communications service providers.

With the Intec Acquisition, we believe we are well-positioned to: (i) evolve our offerings; (ii) expand the markets we serve; and (iii) reach greater economic scale.

We are a S&P SmallCap 600 company.

Management Overview of Quarterly Results

Second Quarter Highlights. A summary of our results of operations for the second quarter of 2011, when compared to the second quarter of 2010, is as follows (in thousands, except per share amounts and percentages):

	Quarter Ended
	June 30, 2011			June 30, 2010
Revenues	$	181,312		$	131,346
Operating Results:
Operating income	$	22,371		$	14,757
Operating income margin		12.3	%		11.2	%
Diluted EPS	$	0.27		$	0.35

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	Quarter Ended
	June 30, 2011		June 30, 2010
Supplemental Data:
Cable and DBS customer accounts (end of period)		48,860		48,864
Data center transition expenses	$	—	$	10,600
Restructuring charges		1,346		—
Stock-based compensation		3,255		3,175
Amortization of acquired intangible assets		5,739		1,163
Amortization of OID		1,420		1,685

Revenues. Our revenues for the second quarter of 2011 were $181.3 million. This represents a 38.0% increase from revenues of $131.3 million for the same period in 2010, with the increase almost entirely attributed to the additional revenues generated as a result of the Intec Acquisition.

Operating Results. Operating income for the second quarter of 2011 was $22.4 million, or a 12.3% operating income margin percentage, compared to $14.8 million, or an 11.2% operating income margin percentage, for the second quarter of 2010. The data center transition expenses reduced operating income by $10.6 million for the second quarter of 2010, with no comparable expenses in 2011.

Diluted EPS. Diluted EPS for the second quarter of 2011 was $0.27 per diluted share, which compares to $0.35 per diluted share for the second quarter of 2010. Diluted EPS for the second quarter of 2011, when compared to diluted EPS for the second quarter of 2010 was impacted by the following items:

• the $4.8 million of amortization of acquired intangible assets related to the Intec acquisition, which negatively impacted diluted EPS by $0.09 per diluted share; and

• restructuring charges of $1.3 million, which negatively impacted diluted EPS by $0.02 per diluted share.

Additionally, diluted EPS for the second quarter of 2010 and was impacted by the following items, for which there were no comparable amounts in the second quarter of 2011:

• the data center transition expenses of $10.6 million, which negatively impacted diluted EPS by $0.20 per diluted share; and

• favorable adjustments to our income tax reserves of approximately $4 million as a result of the completion of an IRS examination during the second quarter of 2010, which provided a positive diluted EPS impact of $0.13 per diluted share.

Cash and Cash Flows. As of June 30, 2011, we had cash, cash equivalents and short-term investments of $134.4 million, as compared to $167.4 million as of March 31, 2011. The sequential quarterly decrease is primarily the result of the $24.1 million payment related to our 2004 convertible debt securities, which, as anticipated, were put back to us in June 2011.

Our cash flows from operating activities for the second quarter of 2011 were $0.7 million compared to $24.4 million for the second quarter of 2010 and were negatively impacted by quarter-end movements in our working capital items, in particular, an increase in our quarter-end accounts receivable balance, due primarily to the timing of payments from a significant client, which were received after quarter-end. See the Liquidity section for further discussion of our cash flows.

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Significant Client Relationships

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

	Quarter Ended
	June 30, 2011			March 31, 2011			June 30, 2010
Comcast		18	%		19	%		25	%
DISH		12	%		13	%		18	%
Time Warner		11	%		<10	%		12	%
Charter		<10	%		<10	%		11	%

The decrease in revenues generated from these four clients beginning in 2011 is due to the larger global revenue base that we now have as a result of the Intec Acquisition.

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, 2011			March 31, 2011			December 31, 2010
Comcast		22	%		13	%		20	%
DISH		12	%		13	%		15	%
Time Warner		11	%		<10	%		<10	%
Charter		<10	%		<10	%		<10	%

See our 2010 10-K for additional discussion of our business relationships with the above mentioned significant clients.

DISH. On January 15, 2011, we entered into a contract extension with DISH to extend our relationship for processing and related services, and for print and mail services, through December 31, 2017. As a result of this new agreement, in February 2011 we began invoicing DISH for processing and related services on a per-customer-account basis, to include volume-based tiered pricing, rather than a monthly fixed fee. The expected annual fees that we will generate under the new agreement will decrease in exchange for the extended term of the contract and DISH’s migration to the ACP platform. During the initial years under the new agreement, annual revenues generated could be approximately 10% to 15% less than those generated in 2010, depending on the level of products and services that DISH decides to purchase from us. The second quarter of 2011 is the first to have the full quarter-impact of the new pricing included in our operating results, as only two months of the new pricing impacts were included in the first quarter of 2011 operating results.

Additionally, the terms of the previous DISH agreement required certain advance deposits and allowed for invoicing of monthly fees in advance of such services. Upon execution of the new agreement, DISH was allowed to apply certain of those advance payments to its first quarter of 2011 invoices and the invoicing of monthly services reverted back to our normal practice of invoicing one month in arrears. As a result, our cash flows from operating activities for the six months end June 30, 2011 was negatively impacted by approximately $20 million as the advance payments and invoicing terms were brought in-line with the new agreement.

See our 2010 10-K for additional details of the key terms of the DISH agreement. The new DISH agreement, with confidential information redacted, is included in the exhibits to our periodic filings with the SEC.

Risk of Client Concentration. Although the Intec Acquisition has reduced the percentage of our total revenues generated from these clients, we expect to continue to generate a significant percentage of our future revenues from our four 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

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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.

Stock-Based Compensation Expense

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

	Quarter Ended				Six Months Ended
	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
Cost of processing and related services	$	693	$	787	$	1,369	$	1,549
Cost of software, maintenance and services		187		221		385		413
Research and development		441		446		863		856
Selling, general and administrative		1,934		1,721		3,912		3,366
Total stock-based compensation expense	$	3,255	$	3,175	$	6,529	$	6,184

Amortization of Acquired Intangible Assets

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

	Quarter Ended				Six Months Ended
	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
Cost of processing and related services	$	826	$	656	$	1,651	$	1,313
Cost of software, maintenance and services		4,910		470		9,721		940
Selling, general and administrative		3		37		7		74
Total amortization of acquired intangible assets	$	5,739	$	1,163	$	11,379	$	2,327

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 2010 10-K.

Results of Operations

Total Revenues. Total revenues for the: (i) second quarter of 2011 increased 38.0% to $181.3 million, from $131.3 million for the second quarter of 2010; and (ii) six months ended June 30, 2011 increased 39.3% to $364.4 million, from $261.6 million for the six months ended June 30, 2010. These increases can almost entirely be attributed to the additional revenues generated as a result of the Intec Acquisition.

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We use the location of the client as the basis of attributing revenues to individual countries. Revenues by geographic regions for the second quarter and six months ended June 30, 2011 and 2010 were as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2011		2010		2011 (1)		2010
Americas (principally the U.S.)	$	156,088	$	131,346	$	312,526	$	261,609
Europe, Middle East and Africa (principally Europe)		18,294		—		37,120		—
Asia Pacific		6,930		—		14,758		—
Total revenues	$	181,312	$	131,346	$	364,404	$	261,609

(1) The revenues by geographic region for the first quarter of 2011 have been restated as we are now using the location of the client as the basis of attributing revenues to individual countries, rather than the location of the contracting entity, as was the case for the quarter ended March 31, 2011.

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

Processing and related services revenues. Processing and related services revenues for the: (i) second quarter of 2011 increased 6.4% to $129.1 million, from $121.4 million for the second quarter of 2010; and (ii) for the six months ended June 30, 2011 increased 7.0% to $260.5 million from $243.4 million for the six months ended June 30, 2010. The increases in processing and related services revenues between periods can be attributed primarily to the inclusion of Intec’s managed services revenues, and to a lesser degree, the organic growth resulting from continued adoption and use of our next generation solutions.

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

• Processing and related services revenues for the second quarter of 2011 includes the full quarter impact of the DISH contract extension, discussed in further detail in the Significant Client Relationships section of this 10-Q and our 2010 10-K.

• Amortization of our client contracts intangible assets (reflected as a reduction of processing and related services revenues) for the: (i) second quarter of 2011 and 2010 was $1.9 million and $1.6 million, respectively; and (ii) six months ended June 30, 2011 and 2010 was $3.8 million and $3.2 million, respectively.

• Total customer accounts processed on our ACP solution as of June 30, 2011 and 2010 were 48.9 million, compared to 49.1 million as of March 31, 2011.

Software, Maintenance and Services Revenues. Software, maintenance and services revenues for the: (i) second quarter of 2011 were $52.2 million compared to $10.0 million for the second quarter of 2010; and (ii) six months ended June 30, 2011 were $103.9 million compared to $18.2 million for the six months ended June 30, 2010, with the increases between periods entirely attributed to the revenues from the Intec Acquisition.

Total Expenses. Our operating expenses for the: (i) second quarter of 2011 were $158.9 million, up 36.3% when compared to $116.6 million for the second quarter of 2010; and (ii) six months ended June 30, 2011 were $317.9 million, up 38.0% when compared to $230.5 million for the six months ended June 30, 2010. The increases in total expenses between periods can be attributed to the Intec Acquisition, which was partially offset by a $10.6 million quarterly and $18.3 million year-to-date decrease in our data center transition expenses, due to completion of our data center migration in the third quarter of 2010. See the “Data Center Transition” section in our 2010 10-K for a discussion of this project.

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

Cost of Revenues. See our 2010 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 2011 decreased 11.8% to $60.8 million, from $68.9 million for the second quarter of 2010; and (ii) six months ended June 30, 2011 decreased 10.2% to $122.1 million from $135.9 million for the six months ended June 30, 2010. Total processing and related services cost as a percentage of our processing and related services revenues for the: (i) second quarter of 2011 and 2010 was 47.1% and 56.8%, respectively; and (ii) six months ended June 30, 2011 and 2010 was 46.9% and 55.8%, respectively.

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Processing and related services cost, and processing and related services cost as a percentage of our processing and related services revenues were impacted in the second quarter and six months ended June 30, 2010 by our data center transition expenses, which had the following effect (in thousands, except percentages):

	Quarter Ended June 30,										Six Months Ended June 30,
	2011					2010					2011					2010
	Amount		% of Revenues			Amount		% of Revenues			Amount		% of Revenues			Amount		% of Revenues
Cost of processing and related services revenues, all other	$	60,802		47.1	%	$	59,017		48.6	%	$	122,061		46.9	%	$	119,626		49.1	%
Data center transition expenses		—		—			9,908		8.2			—		—			16,303		6.7
Cost of processing and related services revenues	$	60,802		47.1	%	$	68,925		56.8	%	$	122,061		46.9	%	$	135,929		55.8	%

Absent the impact of the data center transition expenses, processing and related services cost as a percentage of our processing and related services revenues would have decreased 1.5 percentage points and 2.2 percentage points, respectively, between the quarters and six months ended June 30, 2011 and June 2010. These decreases are due to the operational and financial benefits that we began to experience during the second quarter of 2010, following the substantial completion of our migration efforts to our new data center location.

Cost of Software, Maintenance and Services. The cost of software, maintenance and services for the: (i) second quarter of 2011 increased to $30.1 million, from $5.9 million for the second quarter of 2010; and (ii) six months ended June 30, 2011 increased to $59.6 million, from $11.9 million for the six months ended June 30, 2010. These increases can be entirely attributed to the Intec Acquisition, and includes the amortization expense related to the acquired Intec intangible assets, which had the following impact on the cost of software, maintenance and services (in thousands, except percentages):

	Quarter Ended June 30,										Six Months Ended June 30,
	2011					2010					2011					2010
	Amount		% of Revenues			Amount		% of Revenues			Amount		% of Revenues			Amount		% of Revenues
Cost of software, maintenance and services revenues, all other	$	25,279		48.4	%	$	5,912		59.2	%	$	50,088		48.2	%	$	11,880		65.3	%
Amortization expense related to acquired Intec intangible assets		4,795		9.2			—		—			9,491		9.1			—		—
Cost of software, maintenance and services revenues	$	30,074		57.6	%	$	5,912		59.2	%	$	59,579		57.3	%	$	11,880		65.3	%

Total cost of software, maintenance and services as a percentage of our software, maintenance and services revenues for the: (i) second quarter of 2011 and 2010 was 57.6% and 59.2%, respectively; and (ii) six months ended June 30, 2011 and 2010 was 57.3% and 65.3%, respectively. Consistent with our results for the first half of 2011 and as a result of the Intec Acquisition, we expect revenues from software, maintenance and services to be a larger percentage of our total revenues in 2011 then we have historically experienced. 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 and maintenance, professional 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 2011 increased 47.0% to $27.9 million, from $19.0 million for the second quarter of 2010; and (ii) six months ended June 30, 2011 increase 50.8% to $56.6 million, from $37.5 million for the six months ended June 30, 2010, with the increases mainly attributed to the addition of Intec R&D activities. As a percentage of total revenues, R&D expense increased to 15.4% for the second quarter of 2011 compared to 14.5% for the second quarter of 2010. We did not capitalize any internal software development costs during the six months ended June 30, 2011 and 2010.

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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 increasing a providers’ time-to-market, flexibility, scalability, and total cost of ownership. These efforts include the integration of the recently acquired Intec 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 2011 increased 95.0% to $32.5 million, from $16.7 million for the second quarter of 2010; and (ii) six months ended June 30, 2011 increased 98.3% to $65.9 million, from $33.2 million for the six months ended June 30, 2010, with these increases primarily the result of the impact of the Intec SG&A functions. As anticipated, our SG&A costs as a percentage of total revenues increased over our historical levels to 17.9% for the second quarter of 2011, compared to 12.7% for the second quarter of 2010. As is typical with many global software companies, Intec’s SG&A expenses as a percentage of total revenues are greater than CSG’s historical levels as a domestic outsourced processing company.

Depreciation Expense. Depreciation expense for the: (i) second quarter of 2011 increased 3.0% to $6.3 million, from $6.1 million for the second quarter of 2010; and (ii) six months ended June 30, 2011 increased 6.9% to $12.5 million, from $11.7 million for the six months ended June 30, 2010. These increases in depreciation expense are primarily attributed to the additional depreciation expense as a result of the Intec Acquisition, and are offset to a certain degree by depreciation expense related to our data center transition efforts of $0.7 million and $2.0 million, respectively, for the quarter and six months ended June 30, 2010.

Restructuring Charges. During the second quarter of 2011, we implemented various cost reduction and efficiency initiatives that resulted in restructuring charges of $1.3 million for the second quarter. These initiatives were primarily in the following three areas:

• We lowered our resources in account services to better leverage our enhanced and expanded professional services talent across the global organization.

• We reduced our resources in certain development areas to ensure we are focusing a greater portion of our efforts on our next generation solutions like ACP, Singl.eView, and Wholesale Billing and Mediation.

• We are consolidating our print facilities from four to three locations as we continue to take advantage of the advancements made in print technologies and the capabilities of our staff. The efficiencies and added speed resulting from our previous investments have allowed us to significantly increase our production throughput.

These initiatives will result in a $3 million restructuring charge for the year. We anticipate that these actions will result in cost savings of $7 million annually, with approximately one-half of this benefit to be realized in the remainder of 2011, and the full year run rate savings to be experienced in early 2012.

Operating Income. Operating income and operating income margin for the: (i) second quarter of 2011 was $22.4 million, or 12.3% of total revenues, compared to $14.8 million, or 11.2% of total revenues for the second quarter of 2010; and (ii) six months ended June 30, 2011 was $46.5 million, or 12.8% of total revenues, compared to $31.2 million, or 11.9% of total revenues for the six months ended June 30, 2010. Operating income and operating income margin for the second quarter and six months ended June 30, 2010 were significantly impacted by the data center transition expenses, which had the following effect on our operating income and operating income margins (in thousands, except percentages):

	Quarter Ended June 30,											Six Months Ended June 30,
	2011					2010						2011					2010
	Amount		% of Revenues			Amount			% of Revenues			Amount		% of Revenues			Amount			% of Revenues
Operating income, all other	$	22,371		12.3	%	$	25,357			19.3	%	$	46,475		12.8	%	$	49,476			18.9	%
Data center transition expenses		—		—			(10,600	)		(8.1	)		—		—			(18,317	)		(7.0	)
Operating income	$	22,371		12.3	%	$	14,757			11.2	%	$	46,475		12.8	%	$	31,159			11.9	%

Absent the impact of the data center transition expenses, operating income margin decreased by 7.0 percentage points and 6.1 percentage points, respectively, between the quarters and six months ended June 30, 2011 and June

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2010. These decreases reflect: (i) the full quarterly impact of the lower margin profile of our expanded software and services business from the Intec Acquisition (to include approximately $5 million and $9 million, respectively, for the quarter and six months ended June 30, 2011, of acquired Intec intangible asset amortization); and (ii) the impact of several long-term investments we are making in our business to include the seven-year contract extension with DISH, the additional investments we are making in our R&D efforts, and the expansion of our go-to-market strategies.

Interest Expense. Interest expense for the: (i) second quarter of 2011 increased $2.7 million, to $4.3 million, compared to $1.6 million for the second quarter of 2010; and (ii) six months ended June 30, 2011 increased $5.5 million to $8.7 million, compared to $3.2 million for the six months ended June 30, 2010. These increases are due to the interest expense related to the Credit Agreement, which was entered into during the fourth quarter of 2010 in conjunction with the Intec Acquisition.

Loss on Repurchase of Convertible Debt Securities. During the six months ended June 30, 2010, in conjunction with the issuance of our 2010 Convertible Debt Securities, we repurchased $119.9 million (par value) of our 2004 Convertible Debt Securities for a total purchase price of $125.0 million. As a result of this transaction, we recognized a non-cash loss on the repurchase of $11.0 million (pretax impact), or $0.20 per diluted share.

Income Tax Provision. The effective income tax rates for the quarter and six months ended June 30, 2011 and 2010 were as follows:

Quarter Ended June 30,						Six Months Ended June 30,
2011 (1)			2010 (2)			2011 (1)			2010 (2)
	43	%		2	%		40	%		7	%

(1) During the first quarter of 2011, we recorded an effective income tax rate of 37%. As a result of our most recent revised revenues and profit level forecasts for 2011, we now anticipate generating greater losses in certain foreign entities for the year. Under current accounting rules, we cannot take a tax benefit for those losses at this time, which has the effect of increasing our effective income tax rate for the year. As a result, we recorded an effective income tax rate of 43% for the second quarter, bringing the rate to 40% for the first six months of 2011. We may continue to see additional volatility in our income tax rate as we transform our company to a global service provider.

(2) The low effective income tax rates for the quarter and six months ended June 30, 2010 is the result of the completion of an IRS examination of our 2006, 2007 and 2008 Federal income tax returns during the second quarter of 2010. Under current accounting rules, we were required to establish a liability for unrecognized income tax benefits (i.e., income tax reserves) related to the uncertainty in the realization of certain tax credits and incentives over the last several years. The realization uncertainty was due to the complexity of the income tax regulations associated with the tax credits and incentives, and the judgments and estimates involved in calculating the tax credits and incentives claimed. The completion of the IRS examination essentially validated our calculation methodology and assumptions utilized in determining our credit and incentive amounts. Therefore, favorable adjustments to our income tax reserves of approximately $4 million, or $0.13 and $0.12 per diluted share, respectively, for the quarter and six months ended June 30, 2010, were necessary in accordance with our accounting policies. Absent the impact of this benefit, our effective income tax rate would have been 38% for the quarter and six months ended June 30, 2010.

Liquidity

Cash and Liquidity

As of June 30, 2011, our principal sources of liquidity for operating purposes included cash, cash equivalents and short-term investments of $134.4 million, compared to $167.4 million as of March 31, 2011, and $215.6 million as of December 31, 2010. The $81.2 million year-to-date decrease from December 31, 2010 to June 30, 2011 reflects: (i) our repayment of $40.0 million of borrowings under our Credit Agreement; and (ii) our payment of $24.1 million related to our 2004 convertible debt securities. We generally invest our excess cash balances in low-risk, short-term investments to limit our exposure to market and credit risks.

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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 7 to the Financial Statements). As of June 30, 2011, there were no borrowings outstanding on the Revolver. The Credit Agreement contains customary affirmative covenants and financial covenants. As of June 30, 2011, 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, 2011		December 31, 2010
Americas (principally the U.S.)	$	101,002	$	153,674
Europe, Middle East and Africa (principally Europe )		28,438		58,595
Asia Pacific		4,910		3,281
Total cash, equivalents and short-term investments	$	134,350	$	215,550

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, 2011, we had approximately $5 million of cash restricted as to use to collateralize outstanding letters of credit and the cash and short-term investments subject to such limitations were not significant.

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 2010 10-K for a description of the primary uses and sources of our cash flows from operating activities.

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

	Operations		Changes in Operating Assets and Liabilities			Net Cash Provided by (Used in) Operating Activities – Quarter Totals
Cash Flows from Operating Activities:
2010:
March 31	$	27,376	$	3,948		$	31,324
June 30		25,052		(641	)		24,411
September 30		27,305		(8,805	)		18,500
December 31		32,529		14,545			47,074
Total	$	112,262	$	9,047		$	121,309
2011:
March 31 (1)	$	39,687	$	(41,576	)	$	(1,889	)
June 30 (2)		21,753		(21,040	)		713
Total	$	61,440	$	(62,616	)	$	(1,176	)

(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, as discussed above; and (ii) the timing of payments for several items specific to the first quarter, 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.

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(2) As a result of the payment of our 2004 Convertible Debt Securities, discussed in Note 7 to the Financial Statements, $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, discussed in further detail below.

This table illustrates our ability to consistently generate strong quarterly and annual cash flows, and the importance of managing our working capital items. Our cash flows from operating activities for the six months ended June 30, 2011 of ($1.2) million was unusually low for us, and was caused mainly by the $28 million of one-time, nonrecurring items highlighted in Note 1 in the table above, and fluctuations in quarter-end working capital items. We expect that we will continue to see some quarter end variability in our working capital items 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.

We expect cash flows from operating activities to continue to be a strong metric for us going forward. Based on our current forecasts, we expect to generate approximately $65 million in cash flows from operating activities during the second half of 2011. This level reflects a more normalized quarterly run rate for us, and assumes no significant changes in working capital from now until the end of the year.

Significant fluctuations in the balances of key operating assets and liabilities between June 30, 2011 and December 31, 2010, 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 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.

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
2010:
March 31	$	109,456	$	(2,289	)	$	107,167	51
June 30		102,523		(2,130	)		100,393	51
September 30		115,674		(2,355	)		113,319	50
December 31		156,842		(1,837	)		155,005	48
2011:
March 31		150,592		(1,958	)		148,634	53
June 30		168,977		(2,541	)		166,436	59

The increase in gross and net accounts receivable in the fourth quarter of 2010 over historical levels is due to the Intec Acquisition. The 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. We have no client concerns underlying the month-end timing of payments we experienced during the second quarter of 2011.

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As a result of the Intec Acquisition, a greater percentage of our accounts receivable balance beginning with the quarter ended December 31, 2010, relates to clients outside the U.S. As expected, this greater diversity in the geographic composition of our client base is impacting our DBO (when compared to our historical experience prior to the Intec Acquisition) 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.

Accrued Employee Compensation

Accrued employee compensation decreased $18.3 million, from $53.4 million as of December 30, 2010, to $35.1 million as of June 30, 2011. This decrease is primarily due to the payment of the 2010 employee incentive performance bonuses in March 2011 that were accrued as of December 31, 2010.

Other Current Liabilities

Other current liabilities decreased $6.1 million, from $32.0 million as of December 31, 2010, to $25.9 million as of June 30, 2011. This decrease can be mainly attributed to the payment of approximately $8 million of various Intec acquisition-related expenses that were accrued as of December 31, 2010.

Deferred Revenue

Total deferred revenue decreased $18.8 million, from $72.3 million as of December 31, 2010, to $53.5 million as of June 30, 2011. This decrease can be primarily attributed to the change in monthly invoice timing for DISH, to bring the advance payments and invoicing terms in-line with the terms of their contract renewal, which was executed in January 2011, offset to a certain degree by annual maintenance billings. This change in the DISH invoice timing had a negative ($20) million impact to our cash flows from operating activities.

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, 2011 and 2010, we purchased $20.0 million and $46.9 million, respectively, and sold (or had mature) $17.7 million and $34.9 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, 2011 and 2010, for property and equipment, and investments in client contracts were as follows (in thousands):

	Six Months Ended June 30,
	2011		2010
Property and equipment	$	11,061	$	7,519
Client contracts		4,479		2,623

The property and equipment expenditures during the first six months 2011 consisted principally of investments in: (i) computer hardware, software, and related equipment; (ii) statement production equipment; and (iii) facilities and internal infrastructure items.

The investments in client contracts for the first six months 2011 and 2010 relate to client incentive payments ($1.0 million and $1.2 million, respectively) and the deferral of costs related to conversion/set-up services provided under long-term processing contracts ($3.5 million and $1.4 million, respectively).

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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 first six months of 2010, in conjunction with the issuance of our 2010 Convertible Notes, we repurchased 1.5 million shares of our common stock under the guidelines of our Stock Repurchase Program for $29.3 million. In addition, outside of our Stock Repurchase Program, during the first six months of 2011 and 2010, we repurchased from our employees and then cancelled approximately 206,000 shares and 211,000 shares of our common stock for $4.0 million and $4.3 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 first six months of 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.

In the first quarter of 2010, we completed an offering of our 2010 Convertible Notes. We used a portion of the $145 million net proceeds from the offering to repurchase $119.9 million (par value) of our 2004 Convertible Debt Securities for $125.0 million. In connection with the issuance of the convertible notes, we paid deferred financing costs of $4.3 million.

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, 2011, we had cash, cash equivalents, and short-term investments of $134.4 million. Of the approximately $114 million of cash and cash equivalents as of June 30, 2011, 76%, 7%, and 7%, respectively, were denominated in U.S Dollars, Pounds Sterling, and Euros, and approximately $5 million was restricted as to use to collateralize outstanding letters of credit.

• 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.

• 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 of Capital Resources. Below are the key items to consider in assessing our 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 2010, we repurchased 1.5 million shares of our common stock for $29.3 million ($19.56 per share) in conjunction with the issuance of our 2010 Convertible Notes. As of June 30, 2011, we have 4.2 million shares authorized for repurchase remaining under our Stock Repurchase Program. 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. We have made six acquisitions in the last six years. The most recent acquisition, and the only acquisition in 2010, was the Intec Acquisition on November 30, 2010 where we paid cash related to the transaction of approximately $378 million (or $269 million, net of cash acquired).

• Capital Expenditures. In the six months ended June 30, 2011, we spent $11.1 million on capital expenditures. At this time, we expect our 2011 capital expenditures to be approximately $25 million,

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which will consist principally of: (i) hardware and software infrastructure to support our clients’ expanding business needs around the world; (ii) statement production equipment to continue to offer enhanced functionalities to our U.S. clients; and (iii) internal use systems to support the integration of Intec.

• 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, 2011, we made client incentive payments of $1.0 million. In addition, during the six months ended June 30, 2011, we capitalized costs related to the deferral of conversion/set-up services revenue of $3.5 million. As of June 30, 2011, we did not have any material commitments for investments in client contracts which are payable by us only upon the successful conversion of certain additional customer accounts to our processing solutions.

• Long-Term Debt. As of June 30, 2011, our long-term debt consisted of: (i) convertible debt, which is made up of our 2004 Convertible Debt Securities with a par value of $1.0 million, and our 2010 Convertible Notes with a par value of $150.0 million; and (ii) Credit Agreement term loan borrowings of $195.0 million. In the six months ended June 30, 2011, we made payments of: (i) $24.1 million to holders that exercised their put option on our 2004 Convertible Debt Securities; (ii) $5.0 million related to mandatory amortization payments on the Credit Agreement term loan; and (iii) $35.0 million to pay off the December 31, 2010 balance on the Credit Agreement revolving loan facility. We exercised our option to call the remaining $1.0 million of our 2004 Convertible Debt Securities for par, and extinguished the debt in July 2011.

During 2010 and 2009, we voluntarily repurchased a total of $175.2 million (par value) of our 2004 Convertible Debt Securities for $177.7 million. As a result of these repurchases, beginning in 2014, we will have to pay cash of approximately $30 million ratably over five years related to the deferred income tax liabilities associated with the repurchased securities. As a result of the extinguishment of the remainder of the 2004 Convertible debt Securities, we will have to pay in cash during 2011 approximately $6 million of deferred tax liabilities associated with the outstanding securities.

During the next twelve months, there are no scheduled conversion triggers on our 2010 Convertible Notes. As a result, at this time, we expect our required debt service cash outlay during the next twelve months related to the 2010 Convertible Notes to be limited to interest payments of $4.5 million.

Under the Credit Agreement term loan, we will make mandatory annual amortization payments (payable quarterly) equal to $10 million, $20 million, $30 million, $40 million, and $50 million, respectively, in 2011, 2012, 2013, 2014, and 2015, with the remaining principal balance due at the maturity date. Under certain circumstances, mandatory prepayments are required (e.g., as a result of defined excess cash flow, asset sale or casualty proceeds, or proceeds of debt issuances). We have the right to voluntarily prepay any of the borrowings under the Credit Agreement without significant penalty.

Refer to Note 6 to our 2010 Form 10-K Financial Statements for further details of our long-term debt.

In summary, we expect to continue to make material investments in client contracts, capital equipment, and R&D, and we expect to continue to evaluate the possibility of early debt repayments and equity repurchases in the future. In addition, 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. 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 cash 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.

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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, 2011, we are exposed to various market risks, including changes in interest rates, foreign currency exchange rates, and fluctuations and changes in the market value of our cash equivalents and short-term investments. 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 rates on our convertible debt are 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 6 to our 2010 Form 10-K Financial Statements for further details of our long-term debt.

In May 2011, we entered into three 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 8 to our Financial Statements for further details on the interest rate swap contracts.

As a result of entering into the interest rate swaps, as of June 30, 2011, we were exposed to fluctuations in interest rate movements on $75 million of our Term Loan.

A hypothetical adverse change of 10% in the June 30, 2011 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, 2011 and December 31, 2010 were $114.4 million and $197.9 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, 2011 and December 31, 2010 were $20.0 million and $17.7 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.

As the result of the Intec Acquisition on November 30, 2010, we are exposed to the impact of the changes in foreign currency exchange rates.

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.

We generate approximately 80% of our revenues in U.S. dollars. We expect that, in the foreseeable future, the percentage of our total revenues denominated in currencies other than the U.S. dollar may grow.

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As of June 30, 2011 and December 31, 2010, 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, 2011					December 31, 2010
	Monetary Liabilities			Monetary Assets		Monetary Liabilities			Monetary Assets
Pounds sterling	$	—		$	920	$	—		$	481
Euro		(141	)		4,871		(41	)		5,607
U.S. Dollar		(275	)		21,147		(472	)		19,061
New Zealand Dollar		—			43		—			488
Other		(17	)		645		(13	)		345
Totals	$	(433	)	$	27,626	$	(526	)	$	25,982

A hypothetical adverse change of 10% in the June 30, 2011 exchange rates would not have had a material impact upon our results of operations.

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. As we continue to integrate the Intec business, we may make changes that could materially affect our internal control over financial reporting.

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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. 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 historically have had approximately two-thirds of our revenues generated from four clients that each individually accounted for approximately 10% or more of our total revenues. As a result of the additional revenues from the Intec Acquisition, for the current quarter, we had three clients, Comcast, DISH, and Time Warner that individually generated over 10% of our total revenues. This resulted in approximately 40% of our total revenues coming from these three clients. See the Significant Client Relationships section of MD&A in our 2010 10-K for key renewal dates and a brief summary of our business relationship with these clients.

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 while we recently have succeeded in gaining customers at the expense of competitors and entered into a long term renewal with our second largest customer, there is no guarantee that this success will continue. It is possible that a competitor could increase its footprint and share of customers processed

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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.

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.

Our recent acquisition of Intec provides us with many opportunities and challenges. Intec represents an approximate 40% increase in revenue, adds approximately 1,500 employees, and gives us operations in 24 countries where we did not previously have operations. Integrating this many people, processes, and operations presents new risks to the business that must be managed carefully. If not, it could have a material impact on operations and cause results to differ significantly from expectations.

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.

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.

We expect software license, software maintenance services, and professional services revenues to become an increasingly larger percentage of our total revenues in the future. As our total revenues grow, so too does the risk associated with meeting financial expectations for revenues derived from our software licenses, software maintenance services, and professional 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.

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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. While we take measures to protect against unauthorized access to such information and comply with these laws and regulations, these measures may be inadequate, and 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 customer interaction management 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, customer intelligence with ACP, as well as creating an integrated suite of customer care and billing solutions, which are portable to new verticals such as utilities, healthcare, home security, 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 operations 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 United States. We are subject to certain risks associated with operating internationally including the following items:

• Difficulties with product development meeting local requirements;

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

• Difficulties in 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;

• Difficulties in 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 United States;

• 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 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 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. 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 Customer Care and Billing 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

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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 this 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.

Continued consolidation, a significant retrenchment in investment by communications providers, or even a material slowing in growth (whether caused by economic, 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.

More specific, approximately 60% of our future revenues are expected to be generated from our North American cable and DBS operations. 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 United States 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 United States. 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.

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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 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 significantly 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.

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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 $200 million of goodwill, and $194 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 cash flow models as the primary basis to estimate the fair value amounts used in our goodwill and other long-lived asset impairment valuations. Our estimates of fair value are based upon various key modeling assumptions such as: (i) projected future sales, which include assumptions around market penetration and growth, and the success of any new product and service offerings; (ii) the profitability of future operations; and (iii) the appropriate discount rate. If we do not achieve our near-term or long-term financial or operating goals for a variety of reasons (e.g., a significant adverse change in the legal environment or in the business climate, unanticipated or increased competition, an unexpected change in strategic direction towards product solutions, or target markets, and/or loss of key personnel), it may require us to modify our assumptions in future periods such that the estimated fair value of one or more of our long-lived assets is materially changed, which may result in an impairment loss. 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, or on the financial position of our company.

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 2011 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 Purchased1		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		992	$	20.28		—		4,204,096
May 1 – May 31		393		19.27		—		4,204,096
June 1 – June 30		1,066		18.17		—		4,204,096
Total		2,451	$	19.20		—

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.

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Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed and Reserved)

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 9, 2011

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
10.21C*	Seventh Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.23D*	Eleventh Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.
10.23E*	Twelfth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.
10.23F*	Thirteenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.
10.23G*	Fourteenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.
10.24D*	Third Amendment to the Processing and Production Services Agreement between CSG Systems, Inc. and Time Warner Cable Inc.
10.24E*	Fifty-First Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.
10.24F*	Fifty-Third 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.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

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* 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-10.21C

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 (***).

EXHIBIT 10.21C

SEVENTH AMENDMENT

TO THE

RESTATED AND AMENDED

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC

This SEVENTH 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:

I. HOME SECURITY MODULE

1. Customer desires to use, and CSG agrees to provide, CSG’s Home Security Module under the Agreement. Therefore, for the fees set forth in Schedule F, the parties agree as follows:

a. Schedule A of the Agreement, entitled “Definitions,” is amended by adding the following:

“Home Security Module” shall have the meaning as set forth in Exhibit C-11.

b. Schedule C “Recurring Services, is modified by adding to the list of exhibits the following:

Home Security Module Exhibit C-11

c. Additionally, Schedule C, entitled “Recurring Services,” of the Agreement is further amended by adding thereto the attached Exhibit C-11.

1 / 17

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

2. Upon execution of this Amendment and pursuant to the terms and conditions of the Agreement, which include Exhibit C-11, Customer agrees to pay the fees set forth below for CSG’s Home Security Module:

CSG’s Home Security Module (HSM)

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CSG shall invoice Customer as provided below and Customer shall make payment in accordance with the terms and conditions of the Agreement as provided below for the Home Security Module Access Fee, as listed in Section 1.a in the above table, in accordance with the Agreement:

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3. CSG grants and Customer shall have the right to exercise a one-time option, which must be exercised by Customer prior to ******** *, ****, to convert the Home Security Module pricing from the terms and conditions set forth in Section 2 of this Amendment to the terms and conditions set forth below in this Section 3 of this Amendment for CSG’s Home Security Module (“HSM Option”). ******** ****** **** ** *** **** ******** *** *** ****** **** ********* *** **** ******* ****** ** **** **** ****** **** **** ***** ** ******** *, ****. ** *** ***** *** **** *** ******* ********’* ******* ****** ** ******** ******, *** ***** *** ** ******** ** ******* *** ******* ******** ** ******* * ** **** ********* **** *** ******* ******** ** **** ******* * ** **** *********. If Customer exercises its right to the HSM Option, as provided herein, then, pursuant to the terms and conditions of the Agreement, which include Exhibit C-11, Customer agrees to pay the fees set forth below for CSG’s Home Security Module and Section 2 of this Amendment shall be superseded

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by the pricing provided in this Section 3 of this Amendment, effective on the Effective Date of this Amendment, and Section 2 shall be null and void. As a result, any HSM Access Fees and Monthly HSM Subscriber fees paid, in accordance with the terms and conditions of Section 2 of this Amendment shall be applied ** ** ******* ****** to be applied against the Home Security Module Access Fee and Support Fee listed below.

CSG’s Home Security Module (HSM)

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4. CSG and Customer agree to work together to determine the requirements for a configurable line of business (CLOB) that will provide Customer with the ability to construct capabilities within CSG products for new lines of business. The parties further agree that in order for CSG to provide CLOB, they will enter into a mutually agreed upon Statement of Work and amendment to more formally provide for the terms and conditions under which CSG may provide and Customer may use the CLOB. CSG and Customer agree to work in good faith to provide terms and conditions for CLOB in no more than *** **** **** *** **** ** ********* ** *** *********. Such documentation will include, among other items, a mutually agreeable migration path to CLOB from HSM.

II. PRECISION eMAIL™

1. CSG has renamed its Care Express services to Precision eCare™. Therefore, CSG and Customer agree that all references in the Agreement to CSG Care Express® services and associated fees shall mean Precision eCare™.

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2. Customer hereby requests and CSG agrees to provide, directly or through CSG’s vendor(s), Precision eMail™ under the Agreement. Therefore, for the fees set forth in Schedule F, the parties agree as follows:

a. Schedule A of the Agreement, entitled “Definitions,” is amended by adding the following:

“Precision e-Mail™” shall have the meaning as set forth in Exhibit C-12.

b. Schedule C “Recurring Services, is modified by adding to the list of exhibits the following:

Precision eMail™ Exhibit C-12

c. Additionally, Schedule C, entitled “Recurring Services,” of the Agreement is further amended by adding thereto the attached Exhibit C-12.

d. Schedule F, CSG Services, Section III entitled “Payment Procurement,” is modified by adding the following:

G. Precision eMail™

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e. 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 the updates. Custom software modifications are not included in this Agreement, but may be added to the Agreement and priced by mutual agreement of the parties.

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III. REGION ROUTER

1. Customer desires to utilize, and CSG agrees to provide, a Region Router. Region Router is an ACSR® functionality that allows account information of any online region to be accessible to the ACSR® user without manually changing regions.

2. As a result of Customer’s use of, and CSG providing, Region Router, Schedule F, Data Communication Services, Subsection II. entitled “IP Gateway Solution,” of the Agreement is amended as follows:

II. IP Gateway Solution

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IV. SCHEDULE P

1. Upon the Effective Date, Schedule P to the Agreement shall be deleted in its entirety and replaced with the new Schedule P attached hereto and which is incorporated herein by this reference.

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 Kirlacoulacos	By: /s/ Michael J. Henderson
Name: Peter Kirlacoulacos	Name: Michael J. Henderson
Title: Senior Vice President & Procurement Officer	Title: EVP Sales & Marketing
Date: 28 April 2011	Date: 5/6/11

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Exhibit C-11

ACP Home Security Module

Home Security Module (“HSM” or “Home Security”). Home Security Module allows Customers to process orders and financials for home security independent of Customer’s other lines of business. The Home Security module also provides integration to Customer’s selected third party providers of Home Security Modules, which includes the security monitoring and other home security network devices. For clarification purposes, the Home Security Module does not directly interconnect with the home security monitoring company or directly with Customer devices nor provide security monitoring services to residential or business customers.

The HSM solution includes a number of items that CSG provides through existing or recently developed functionality to support the setup and provisioning of a home security account. As part of the overall customer solution, Home Security will provide the ability to enter orders, capture metadata around the products, bill processing, financial reporting and statement printing for the product.

HSM will add the capability for CSG to distinguish home security as an individual line of business (“LOB”) and process customer defined business rules that are specific to the LOB. As an example, the customer would be able to determine that if an account goes into a seasonal period, then Home Security stays active from a provisioning perspective.

The Home Security Module includes the following:

Customer Service Support - Requiring ACSR and WFX support

• ACSR and CCS are required components in providing this support. The client will use CCS to enter orders under the Home Security LOB via ACSR.

• Ability to update orders via WFX

Billing

• LOB breakout for financial reporting

• LOB section for Statements

• LOB specific service codes

• Ability to schedule jobs per LOB

• Enhanced Account Reports

• System Edits

Ordering

• Individual service order flow for Home Security- enables capability to send Home Security information via SODI and not impact voice or wireless

• Ability to carry complex information within the service flow, establish parent child relationships and additional required information that is stored in the parameter fields

• CSG will provide support for LOB data to a number of interfaces to send provisioning updates to third party providers as required.

• CSG will provide access to the PDB (provisioning database) functionality to allow for relationships between services (Control Console and Camera), extensible data on the products (equipment IDs), more specific serviceability rules, equipment logic to provide additional functionality for service splitting to equipment, and task queues and queue management functionality.

HSM is built upon the ACP and ACP Voice infrastructure and provides residential and commercial functionality for home security that is currently provided for other lines of business.

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• As a result of reliance on the ACP/ACPV platform the following requirements apply:

• DEG requirements are the same or consistent with the ACSR DEG

• No new SLAs will apply specifically to Home Security Module

• BCP will be consistent with ACSR which is Marc 1

Implementation/Conversion Services and Fees. CSG shall provide installation, implementation, and conversion services pursuant to a mutually agreed upon SOW executed by the parties in connection with Customer’s conversion of any Connected Subscribers added by mutual agreement of the Parties to CSG’s data processing system subsequent to the execution of this Agreement (the “Implementation/Conversion Services”), if any, for the fees set forth in Schedule F. This would also include movement of any services from existing account structures in other lines of business to the home security line of business for CSG’s provision of the Home Security Module.

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EXHIBIT C-12

PRECISION eMAIL™

A. PRODUCT DESCRIPTION

CSG’s Precision eMail™ is a web based email application that allows for real-time trigger or batch sends for transactional or campaign based email messages while providing real-time reporting on each send. In addition, the application offers a business rules engine in order to create dynamic targeted content within the email message in order to deliver unique content to each subscriber. Precision eMail™ and any supplemental components (“Modules”) will be implemented in a mutually agreed upon statement of work.

B. BASIC COMPONENTS OF PRECISION eMAIL™

Content Management:

Emails - Precision eMail™ is a type of message delivered to Customer’s Precision eMail™ subscriber. Customer can create batch and triggered email interactions.

Templates - A template is a defined layout to be used when creating a Precision eMail™ message.

Portfolio - A portfolio is a single entry point to manage the image, document, and media files that Customer uses and refers to in Customer’s Precision eMail™. Customer can see all stored digital assets together in the portfolio.

Content library - The content library is a folder that allows Customer to create and store static or dynamic content to be used in a message.

Surveys - The surveys feature allows Customer to create surveys that can be included in a Precision eMail™ message or landing page.

Subscriber management:

Lists - A list of Customer’s subscribers who have subscribed to receive Precision eMail™.

Groups - A group is a segment of a list.

Profile Management - The attributes file contains the attributes associated with Customer’s subscribers in an account (up to 150 per account).

Data Extensions - A data extension is a table within the application database that contains Customer’s data. Usually, the data that Customer keeps in a data extension relates to a subscriber but does not fit in the Customer’s subscriber profile attributes.

Data Filters - Data filters provide far more sophisticated list segmentation than is available with the groups feature. In addition to Customer’s subscriber lists, data filters allow Customer to segment other types of lists that Customer keeps in its data extensions.

Dynamic Content - With dynamic content boxes, multiple versions of a single content box exist; which version a Customer’s subscriber sees in the Precision eMail™ depends on the Customer’s subscriber’s attributes.

Interactions:

Activities - Activities give Customer the ability to automate work that Customer does in the application. Together with Messages and Programs, Activities can perform many of Customer’s recurring processes.

Messages - Messages give Customer the ability to select from a variety of channels through which to communicate with Customer’s subscribers. Together with Activities and Programs, Messages can perform many of Customer’s recurring processes automatically.

Batch: A message send goes to Customer’s subscribers that Customer identifies and at a time Customer specifies.

Trigger: A triggered message send goes to Customer in response to a Customer’s subscriber’s action.

Programs - Programs give Customer the ability to automate many recurring processes. Currently, Customer can Create, Schedule, Start, Stop, and skip individual scheduled instances of a Program in Precision eMail™.

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Send Management:

Sender Profiles - Sender profiles allow Customer to create specific “from” name and email addresses to be used when sending Precision eMail™.

Delivery Profiles - Create specific delivery profiles that set the footer and header message to be applied to a Precision eMail™ message.

Sender Profiles - Allows Customer to mark each send as either transactional or commercial.

Transactional Sends - A Transactional Precision eMail™ message, per CAN-SPAM, is primarily a Precision eMail™ that “facilitates, completes, or confirms a commercial transaction that the recipient has previously agreed to enter into with the sender.”

Commercials Sends - A Commercial Precision eMail™ message, per CAN-SPAM, is “any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service.” Commercial messages must include a mechanism to unsubscribe, the physical mailing address of the sender, and (if unsolicited) a notice of advertisement.

Private IP & Domain - Each Precision eMail™ account allows Customer to specify one domain name to use with Customer’s account as well as establishing Customer’s own IP address.

Tracking & Reporting - Provides real-time reporting of Precision eMail™ deliverability and tracking of user interaction per Precision eMail™ message.

API - Set of web services that allows Customer to pass real-time triggers and batch sends via an external source.

C. DESIGNATED ENVIRONMENTS

“Designated Environment,” means the current combination of other computer programs and hardware equipment that CSG specifies for use with the Precision eMail™ Services, as identified on CGS’s website at list-spamreport@csgsystems.com. 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.

D. OPERATING INFORMATION

Information regarding the Services, including information about use, availability and service levels, can be found at CSG’s website at https://my.csgsupport.com or ***-***-****.

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ATTACHMENT 1 TO

EXHIBIT C-12

PRECISION eMAIL™ TERMS AND CONDITIONS

Subject to the terms and conditions of the Agreement, as modified by this Attachment 1 to Exhibit C-12, CSG will provide Precision eMail™ to Customer and Customer engages CSG to provide such Precision eMail™. In the event of a conflict between this Exhibit C-12 and the Agreement, the terms and conditions of this Attachment 1 to Exhibit C-12, with respect to the provision of Precision eMail™ described herein, shall prevail

1. Definitions.

1.1 “Precision eMail™” means the provision of electronic access to the email marketing software of CSG’s vendors over a computer network and related technical support services.

2. Use. Customer (and Customer’s affiliates) may use the Precision eMail™ only in and for Customer’s own internal purposes and business operations. Customer may not use Precision eMail™ as a service for any third party. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, sell, lease, sublicense or otherwise distribute, transfer or dispose of the email marketing software accessed by Customer hereunder, in whole or in part, is granted except as expressly provided in this Agreement. Neither Customer nor any of its affiliates shall reverse engineer, decompile, or disassemble the Precision eMail™ software. Nothing in this Agreement will entitle Customer or any of its affiliates to access or use the source code of Precision eMail™ marketing software.

3. Pricing; Taxes. Precision eMail™ will be provided by CSG to Customer for the fees set forth in Schedule F of the Agreement.

4. Confidentiality. Notwithstanding the provisions of this Section 4, in the event that the Agreement contains provisions for the confidential treatment of personally identifiable information of Customer’s subscribers, such provisions shall remain in full force and effect with respect to the Services provided hereunder. If CSG or its applicable vendor becomes aware of Customer’s breach or threatened breach of Article 10 entitled “Confidential Information”, CSG or its vendor(s) may suspend any and all rights granted to Customer under this Exhibit C-12 entitled “Precision eMail™ Terms and Conditions”Agreement and shall be entitled to injunctive relief, without the need of posting a bond, in addition to all legal or equitable relief that may be available to CSG or its vendor(s).

5. Indemnification.

a. By Customer. In addition to the provisions of Article 7 of the Agreement entitled “Indemnity,” for the limited purpose of the provision of Services provided in this Exhibit C-12, Customer shall indemnify and hold CSG, its applicable vendors, and their officers, directors, employees and agents, harmless from and against any claims, losses, damages, liabilities, costs or expenses of any nature (including reasonable attorney’s fees) suffered or incurred by any of them to the extent that such are caused by or arise in connection with (i) a breach of Customer’s obligations hereunder, (ii) any material breach of Customer’s representations and/or warranties contained herein (iii) any content provided by Customer or any of its affiliates, or (iv) any emails, newsletters, or other materials sent out by Customer or any of its affiliates using the Services.

b. By CSG. In addition to the provisions of Article 7 of the Agreement entitled “Indemnity,” for the limited purpose of the provision of Services provided in this Exhibit C-12, CSG shall indemnify and hold Customer, and its officers, directors, employees and agents, harmless from and against any third party claims, losses, damages, liabilities, costs or expenses of any nature (including reasonable attorney’s fees) suffered or incurred by any of them to the extent that such are caused by or arise in connection with any (i) CSG’s introduction, without Customer’s direction, of any unlawful, fraudulent, libelous, defamatory,

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obscene, pornographic, profane, threatening, abusive or otherwise objectionable information of any kind that would give rise to civil liability or otherwise violate national or foreign law or (ii) material breach of CSG’s representations and warranties contained herein.

6. Customer’s Representations and Warranties. Customer represents and warrants to CSG that:

a. Customer’s agreement to engage CSG to provide Precision eMail™ hereunder does not violate any agreement or obligation between Customer and any third party.

b. None of the activities for which Customer has engaged CSG to provide Precision eMail™ shall violate any international, federal, state or local law or regulation relating to individual privacy or the distribution of Precision eMail™ messages. Neither Customer nor any of its affiliates will use Precision eMail™ for purposes of, or transmit via Precision eMail™, (i) any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or foreign law, including without limitation the U.S. export control laws and regulations; (ii) any chain letters, pyramid schemes or other deceptive, misleading and/or fraudulent content, (iii) any unsolicited commercial or non-commercial communications, (iv) any email messages with deceptive, misleading or false subject lines or header information that makes it difficult to identify the initiator of the email message, or (v) it will not knowingly insert, or knowingly allow to be inserted, and will use commercially reasonable efforts to prevent insertion of any viruses, Trojan horses, worms, or other harmful components, into the emails, newsletters, or other materials sent out by Customer or any of its affiliates using the Services.

c. Each person as to whom email addresses are provided to CSG by Customer for Precision eMail™ or any of its affiliates (i) has been or will be given notice of Customer’s (or any of its affiliate’s) information practices (which practices shall not constitute an unfair or deceptive trade practice or be contrary to any privacy laws or requirements), (ii) has been or will be given a choice with respect to the use by Customer or any of its affiliates of such information, (iii) has been or will be given access to information collected about such person, (iv) can or will be categorized as an “opt-in” recipient by his, her or its agreement with Customer to receive such information via Precision eMail™, and (v) has not and will not have notified Customer or any of its affiliates of his, her or its desire not to receive Precision eMail™ (i.e., no such person has “opted out” of the receipt of Precision eMail™ with respect to Customer or its products or services[ or any of Customer’s affiliates or their products or services).

d. Upon notification from any person that such person desires not to receive Precision eMail™ with respect to Customer or any of its affiliates or any of their respective products or services, Customer will promptly unsubscribe such recipient.

e. Customer has reviewed the Anti-Spam Policy and initialed and executed the Anti-Spam Certification set forth in Attachment 2, attached hereto and made a part hereof.

7. Certification and Acknowledgements. Customer certifies that it understands and acknowledges that:

a. CSG or its vendor(s) may, at its sole discretion, refuse to distribute any Precision eMail™ content or other information provided by Customer or any of its affiliates that contains information that CSG or its vendors has reason to believe to be unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive or otherwise objectionable information of any kind that would give rise to civil liability or otherwise violate national or foreign law. In the event CSG refuses to distribute any Precision eMail™ content or other information provided by Customer or any of its affiliates pursuant to this section, CSG agrees to immediately notify Customer of the reason for doing so, provide a sample of the content in question and discuss with Customer how to resolve the matter.

b. CSG or its vendor(s) may, in its sole discretion, refuse to distribute any Precision eMail™ to any email address that CSG or its vendor(s) has reason to believe has not granted permission (or otherwise “opted-in”) to Customer or its affiliates to send such Precision eMail™ or that CSG or its vendor(s) has reason to believe is otherwise unlawful. In the event CSG refuses to distribute Precision eMail™ to any email address pursuant to this section, CSG agrees to immediately notify Customer of the reason for doing so, provide the e-mail address in question to Customer and discuss with Customer how to resolve the matter.

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

c. Neither CSG nor its vendor(s) has an obligation to review Precision eMail™ content, email addresses or related information provided by Customer to ensure that such comply with applicable laws and Customer accepts full responsibility for compliance with such laws.

d. All email addresses shall be supplied solely by Customer. Neither CSG nor its vendor(s) have any obligation to supply, “scrub,” or otherwise verify the legal compliance of any email list.

e. CSG and its applicable vendor are electronic mail service providers. The provision of Precision eMail™ under this Amendment gives Customer the ability to send and/or receive emails. CSG is only an intermediary in sending and/or receiving electronic mail.

f. Neither CSG nor its vendor(s) will initiate, transmit or cause to be transmitted any email messages created and/or delivered by Customer. Customer is solely responsible for the creation, initiation and transmission of its email messages, including, but not limited to, the content of such email messages, the recipients of such email messages and the timing of such emails.

8. Outage Policy. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT CSG DOES NOT WARRANT THAT PRECISION eMAIL™ WILL BE UNINTERRUPTED OR ERROR FREE AND THAT CSG AND ITS VENDOR(S) MAY OCCASIONALLY EXPERIENCE “HARD OUTAGES” DUE TO INTERNET DISRUPTIONS THAT ARE NOT WITHIN THEIR CONTROL. ANY SUCH HARD OUTAGES SHALL NOT BE CONSIDERED A BREACH OF THIS AGREEMENT. Subject to the foregoing, except for routine maintenance and upgrading the systems managed by CSG or its Vendor, the Precision eMail™ Service shall ** ***** ********** *** ********* *** **** **** ******-***** ******* ***** ** *** ****, ******-**** **** ***** *** ***. In the case of routine maintenance or upgrading, CSG shall notify Customer ** **** **** ****** **** ***** ***** ** **** *******. If there is an unplanned outage, CSG shall use commercially reasonable efforts to resolve the issue ****** ******-**** **** ***** **** *** ***** ****** ** *** *****. ********’* **** *** ********* ****** *** ***’* ****** ** **** ******* ***** ** * ****** ***** ** *** ***-***** ******* ** *** ****** **** *** *** ******** ** ********* ** * ******** ******* *****. In addition CSG’s compliance with the foregoing shall be measured and reset ** * ******** ******* *****. ** *** ** ******* ****, ** *** ******* ** *********** ** ******** *** *** *** **** ****** *** ******** **** ******, ******** ***** ** ******* ** * ****** *** *** ********* ****** **** *** *** ******** * **** * ****.

9. Termination. Either party may terminate this Attachment 1 to Exhibit C-12 for Precision eMail™ at any time. Upon termination of this Attachment 1 to Exhibit C-12, all services provided to Customer under this Amendment will terminate. Promptly upon termination of this Exhibit C-12 for any reason, Customer must return or destroy, as requested by CSG, all materials pertaining to Precision eMail™ (including all copies thereof).

10. Limitation of Liabilities. WITH RESPECT TO PRECISION eMAIL™, THE MAXIMUM LIABILITY OF CSG AND ITS VENDOR(S) HEREUNDER FOR ANY CLAIMS WHATSOEVER IS EXPRESSLY LIMITED TO *** ****** **** ** ******** ** *** ****** *** ****** **** ***** ****** *********** ********* *** ***** ****** **** ** *** *****, ** ***, *** ** *** ***** *** *** ****** *** ********* ***** ** ** **** **** *** ******** ******* ********.***. THE LIMITATION OF LIABLITY SET FORTH ABOVE SHALL NOT APPLY IN THE CASE OF BREACHES OF CONFIDENTIALITY OBLIGATIONS BY EITHER PARTY UNDER THIS SOW OR THE AGREEMENT, INDEMNITY OBLIGATIONS UNDER THE AGREEMENT OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN DEATH, PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE IN ITS PERFORMANCE OF ITS OBLIGATIONS UNDER THIS SOW. NO CLAIM MAY BE BROUGHT BY THE CUSTOMER OR ANY OF ITS AFFILIATES UNDER THIS AGREEMENT **** **** ****** **** ***** *** ******* ** *** *****.

12 / 17

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

11. Disclaimer of Warranties. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN AND IN THE AGREEMENT, PRECISION eMAIL™ IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN AND IN THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CSG EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO PRECISION eMAIL™, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF PRECISION eMAIL™, WHETHER MADE BY EMPLOYEES OF CSG OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AMENDMENT, SHALL BE DEEMED TO BE A WARRANTY BY CSG FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF CSG WHATSOEVER.

12. Customer Trademarks. Upon receipt of Customer’s written authorization, CSG may use the trademarks and trade names of Customer solely in connection with its provision Precision eMail™ as contemplated in this Exhibit C-12.

13. Third Party Beneficiary. Customer understands and agrees that CSG’s vendors, if any, are third party beneficiaries to this Amendment.

13 / 17

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

ATTACHMENT A

ATTACHMENT 1 TO EXHIBIT C-12

CSG Anti-Spam Policy

Anti-SPAM at CSG

Customer certifies that it will use CSG’s software only to send Precision eMail™ to its subscribers and prospects that have directly consented (opted-in) to receive Precision eMail™. CSG’s customers are forbidden to transmit unsolicited commercial email (spam) via CSG’s system. CSG does not buy or sell email lists and CSG does not allow its Customers to use purchased or harvested email lists (see below).

Additionally, CSG offers confirmed opt-in as an optional tool for CSG’s customers to use to help minimize allegations of spam and abuse. When a list is designated as “confirmed opt-in,” CSG’s system automatically sends a follow-up email message to each subscriber on such list asking the recipient to verify that he, she, or the company wishes to receive communications via Precision eMail™. Only those subscribers responding affirmatively will be opted-in to future mailings sent via the CSG system.

CSG additionally requires that Customer reconfirm (permission pass) or stop mailing from an existing list when it is determined to be in violation of CSG’s anti-spam policies. Repeated violations or failures to comply with CSG’s policies will result in termination of Customer’s access to Precision eMail™.

Members Agreement

Customer agrees not to send unsolicited email messages via Precision eMail™. For any opt-in list of email addresses passed to Precision eMail™, Customer agrees to provide CSG with the source of the email addresses, the method used for recipient signup, and details surrounding the process used, and whatever other information relates to the transaction or sign-up process used. This includes, but is not limited to, date and time of sign up, IP address of sign up, the website from which the sign up is made, and whatever other information Customer has asked of the recipient at the time of sign up.

Customer certifies that it will not use rented or purchased lists, email append lists, or any other list that contains email addresses captured in any method other than opt-in. The use of opt-out lists is prohibited for Precision eMail™. CSG retains the right to review Customer’s lists and emails to verify that Customer is abiding by the privacy and permission policies set forth herein. Customer is required to comply with CSG’s policies and all applicable laws.

Protection of subscriber and prospect privacy

CSG will comply with Article 10 of the Agreement and will keep email addresses secure and private and will not use them for any purpose other than the provision of Precision Mail.

Receiving email from Precision eMail™

Only those Customer’s subscribers and prospects who have agreed to receive Precision eMail™ should receive such emails. Customer certifies that all email addresses used in CSG’s system are opt-in names that have given permission to Customer to send Precision eMail™. CSG does not allow, nor does it desire that, Customer use Precision eMail™ to send unwanted mail or spam.

Reporting Unwanted Mail as Spam

If Customer’s subscriber or prospect does not recognize the sender of a Precision eMail™ message, it can report it to CSG as spam by sending it to list-spamreport@csgsystems.com. CSG will receive, investigate, catalog, and take action based on such complaints. In addition, messages may be reported to any spam reporting entity, including Spamcop at www.spamcop.net, which provides an easy way to report unwanted email as spam. An email provider’s (AOL, Hotmail, Yahoo) “report as spam” mechanism may also be used to notify the ISP that the message is spam. ISPs use such information to determine good senders from bad senders, and CSG will work with ISPs to take action based on such data. Alternatively, there are reputable anti-spam blacklist groups that will identify an issue and inform service providers of that issue. CSG will work with anti-spam blacklist groups and will strive to address all issues to such groups’ satisfaction.

14 / 17

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

Removal from an email list

Each email message sent through Precision eMail™ will contain a link that will allow Customer’s subscribers to unsubscribe from receiving Precision eMail™ from the sender. Each Precision eMail™ message will contain an easy and automated way to unsubscribe. Customer’s subscribers and prospects may also change their expressed interests at any time. To unsubscribe or change expressed interests, the Customer’s subscriber or prospect will need to simply follow the instructions at the bottom of any email. If an unwanted Precision eMail™ is received from the CSG system, Customer’s subscriber or prospect will have the opportunity to handle and report the issue according to information provided above.

Information will not be shared, sold or rented

CSG will not share, sell, or rent individual personal information without Customer’s subscriber’s or prospect’s advance permission, unless ordered by a court of law. Customer’s subscriber’s or prospect’s information submitted to CSG will be made available only to CSG employees responsible for managing this data.

Questions regard the Anti-Spam Policy should be directed to CSG at ***-***-**** or by email at list-spam@csgsystems.com.

15 / 17

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

ATTACHMENT A

TO ATTACHMENT 1 TO EXHIBIT C-12 (CONTINUED)

Anti-Spam Certification Form

In order to comply with federal law, email best practices, and the policies set forth by ISPs and other email filtering organizations, CSG requires all Customers to certify their compliance with the Anti-Spam email policy as well as the opt-in status of any lists they distribute using the CSG application.

If you cannot provide the certifications requested below, please contact your CSG representative to discuss the means by which Customer’s Precision eMail™ distribution list(s) may be brought into compliance with CSG’s opt-in list requirements.

First Certification: Anti-Spam Policy

I, or another member of my organization, have read and understand CSG’s Anti-Spam Policy (attached hereto).

PK

initials

Second Certification: List Source

I certify that Customer is the owner of all Precision eMail™ distribution lists and that Customer is solely responsible for the composition and membership of each list.

PK

initials

Third Certification: List Opt-In Status

I certify that all of Customer’s subscribers and prospects to be used in connection with Precision eMail™ have provided permission to Customer to send them Precision eMail™.

PK

initials

Certified by Customer: Certified by Customer: Comcast Cable Communications Management, LLC

Signature:	/s/ Peter Kirlacoulacos
Name:	Peter Kirlacoulacos
Title:	Senior Vice President & Chief Procurement Officer
Date:	5 May 11

16 / 17

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

Schedule P

******** ************* ********

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* **********	***** ***********	***** *** ***** *********** *******
**** *** **********
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*** * ****	***** ******	*** ******* * **********
	***** ******	**** *********, *******	******** **************
	*** *******	**** *********, ******* *******
***	****** *********	******** ** *******	********* *************
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******* ********	***** ******	*** ******* * **********
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	**** *******	******* *******

17 / 17

EX-10.23D

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 (***).

EXHIBIT 10.23D

ELEVENTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK, L.L.C.

THIS ELEVENTH 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) entered into 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 as follows as of the Effective Date:

1. CSG and Customer agree to amend Schedule F, Section III.D under CSG SERVICES entitled “CSG Monetary Payment Gateway” of the Agreement to provide for recurring fees associated with Customer’s use of CSG’s Monetary Payment Gateway service as follows:

*********** ** ********* ** *******	*********	***
*. *********** *** ******* **** ******* ***** ** **** **
¡ ** ** * ********** ******* ******** *** ****** *** * ***** ** * ***** **	*******	****.**
¡ *-* ******* ******** *** ****** ***** **	*******	****.**
¡ *-* ******* ******** *** ****** ***** **	*******	****.**
¡ *-* ******* ******** *** ****** ***** **	*******	****.**
¡ ******* **** * ******* ******** *** ******	*******	*****

**** *: *** *** ******* ******* *** ******** ** *** ******* ********** ***. ******* **** ** ******** ** *** **** *** *** ******* ******* ****.

**** *: *** ***** ** **** *** ***** *** ***** ** ****.** *** ****.

**** *: *** ***** ** ** ********** *** *** ***** *** ***** ** ****.** *** ****.

**** *: *** *********** *** ******* *****, ** *** ***** *****, *** ******** ** ** ***********. ** ** *******, ** * ****** *** **** *** ******* ******** *** *** ******* *****, *** *********** *** *******, ******* ** **** ******, ***** ** **,***.** *****.** *** “** ** * ********** ******* ******** *** ******” **** ***.** *** “*-* ******* ******** *** ******”*.

*** 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.

DISH NETWORK, L.L.C. *CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Michael K. McClaskey	By:	Joseph T. Ruble
Name:	Michael K. McClaskey	Name:	Joe Ruble
Title:	Senior Vice President and Chief Information Officer	Title:	EVP-General Counsel
Date:	4/7/11	Date:	4-8-11

EX-10.23E

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 (***).

EXHIBIT 10.23E

TWELFTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

This TWELFTH 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) entered into 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 as follows as of the Effective Date:

1. Customer desires to utilize, and CSG agrees to implement, two (2) new CSG regions “QT05” and “QT07” in addition to the existing “QT04” region, in the Integrated Operations Testing Environment all three such regions collectively, the (“IOT Environment”) to support Customer’s Advanced Convergent Platform (“ACP”) testing requirements. The specifics of the implementation, interfaces and support shall be set forth in a mutually agreed upon Statement of Work. As a result, Exhibit A-5 entitled “Additional Services,” the Section entitled “Integrated Operations Testing Environment,” shall be deleted in its entirety and shall be replaced with the following:

Integrated Operations Testing Environment. The IOT Environment is a cluster of regions dedicated to Customer for the purpose of testing, integration and development with CCS. CSG will host the IOT Environment in a LPAR that is separate from the production LPAR and will consist of the following regions:

• Test and integration regions (QT04, QT05 and QT07) will be sized ** ******-**** ******* ***** ** ****** ********** ****, ***** *** ***** **** **,***,*** ****** ***********.

(i) CSG agrees to provide ** *** **** ******** ** *** **** *** *** IOT Environment. **** should ******** * *** *** *** *********** in the IOT Environment. In the event that Customer wishes to increase the capacity, ********** **** ** ****** ** *** ***** ** provided by CSG for in the fees set forth in Schedule F.

(ii) CSG agrees to provide IOT direct access ******* ****** ******** (“IOT DASD Capacity”) of *** **. DASD should ******** *.** ** *** *** ****. In the event that Customer wishes to increase the capacity, ********** **** ** ****** ** *.**** *** *** **** ***** ** provided by CSG for the fees set forth in Schedule F.

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

(iii) QT04, QT05 and QT07 will be supported by CSG ****** **** **** ***** *** ***, ***** **) **** *** **** in accordance with the following:

(a) CSG shall use the daily scheduled build process except as set forth below. ****-**** **** **** **** *“***”* *** **** ***** *“***”* ****** **** **** ** ********* for production issue resolution or to prevent a delay in software implementation schedules. CSG will not support more than *** ****-**** ***** ** * ****** ***.

(b) ********** ********** *** ****, *** *** **** *** ************ ********** ******* ** ******** ******** ****** *:** ** **.

(c) **** ******* **** ** **** ********* ** *** ** **** ** ******** *** ****** ***** ** *******.

(d) ********, ********* *** *** ******* **, *** ********, ******* ********** ******, *** ***** **** ******** **** ** ********* ** *** ** ******** * ****** (as defined in Schedule I of the Agreement).

(e) ****** ****** ** ***** ***-******** ******* ************ **** **** ** ** ********* ** * ******* **** **** ** ******** **** * ********** ****** ** ****** *** *** ** ******* *******.

(iv) CSG will support QT04, QT05 and QT07 in accordance with the following:

(a) **** **** ******: **** **** ****** *** ********* **** *******. **** *** **** **** ***** *** *** *** ** ************. **** **** ****** **** ** ********* ******-****** ****** ** ***-******** ********, *** ** ******* ********** *** ****** *** ********* ** ********.

(b) ******* ******: ***** **** ***** ***** *** ***** *** ****. ****** ******* ****** ******* ***-*** ******** ****, ***** ** ****** ******* ***-*** ******** ****, *** ******** ******* *** *** *** ******** ****, ****** ***** *** ********* ****** ** *** **** ******. *** ***** ******** ****** ******** ** *** ****** ******** *** ******* ***** *** **** ********** ** ******* *** **** ******.

(c) **** ****: *********** **** **** **** ** *** ************** ** ********. ******* *** ****** **** ** ********* ** *** ** ********’* ******* **** **** ** ****.

(d) *** ****** ********: *** ****** ******* *** **** ******* **** ** ********* ** ******** ** ******* ** *** **** ******* **** *** **********. ** ***, ***, ** ******* **** *“***”* ******* **** ** **** ** **** ****** ********* ** ********.

(e) *** *********** ******: *** ***** **** ********** ** ******* *** **** ****** ****** ********** ******** **** ********** ************ ** **** ******. ****** ******* **** ** ***** ** ******** ** *** ********* *** ****** ********* *** **** ****** ************, ********* ** ****** ******* ****.

(f) ****** **** **** ******: *** **** **** ********** ** ******* *** **** ****** ****** ******* **** ****** **** **************. *** **** ****** ******** ** * ****** ***** ** *** ****** ****-******* **** ******.

(g) ********* ********** *** ********: ********** ********* ** *** ** *** *** *********** ******* ******** ******** ******* **************, *****

2 / 4

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

************ **** ***** *********, ****** ************, ******/***** **** **********, ***, ******** ******* ********* /******* ***** ********* *********, ******** ******* ********* *********, ***** **********– ***** ************ ***********, ******** ******* ********, ***** ** ************ **********, ******** ****** ** ******* ****** ****, ***** **********, ***-***-**** ***************, ***** *********, *** ********** *** **********, *** ********* ********, *** ********* ********, *** ********, ******** ***** ***** **** ********. ********** ********** *** ** ***** ** ********’* ******.

(h) ******* **********: *** *** ******* ********** **** **** ********** *** ******* ** ************ *** ******* ******* **** **** ********’* *** ***********.

(i) *** *************: *** *** *** **** ****, ******* *** ******* ******** *** *** ******* ************* **** **** ** ********** ** *** ***-******* ****. *** **** ****** ******** **** *********** ******** ***** **** ***** ******* *******, ***** ** ********’* ********** *** ******** *********. *** **** ******* ********’* ********* ******* *** ******* *** ******** ********, ***** ** ********. *** ********* ***** *** ******* *** **** ************ **** ** ********* *********.

(j) **-***** ***********: *** **** ******** *** *** *********** **** *** *** ********** ***-******* ****, ********* ***********, ***** ****** *“**”) *****, *** ******* ********** ***-**********; *** *** ********** ***-******* **** **** ** ***********, ** ******** ****** ******* *** *** ********, ***** ** *** ********** ******* ****. *** **** assist Customer with trouble shooting its processes as they relate to the IOT Environment.

(k) ******* *** ***********: *** **** ******* *** ****** ********** ** ****** **** *** *********** ********** *** ********, ********, **********, *** *** *********** *********** *** ****** ****** ** *********.

(l) **-***** ******* **********: *** **** ******* **-***** ******* ********** *** ********** **** *** *** ***********.

(m) **** *** **** ***********: *** **** ******* * ******* ****** ** ******** ********** *** *********** ** **** *** **** ** *** *** ***********.

(v) Any support requested by Customer that is not included in paragraphs (iii) or (iv) above shall be requested in writing and provided by CSG ** *** ******** **** *** *** ****** ******* ***** set forth in Schedule F.

(vi) The parties agree that ** *** ***** ********’* ****** ********** **** ******** ** ** *** *** ** ******** ** **** ********** ************** ********** ** ***** ** ******* *** **** ******* *************, *** ***** ****** ******** ** *** ********* ****** *** ********* **** *** *** ******* ***** ***** **** * ********** ********* ** **** ** ********* ****** ******** ****** *** *** ***** ** ******* *** ************* *** *** ****** ********** **** ********

2. CSG and Customer agree to amend Schedule F, Fees, CSG Services, Section I, entitled “Processing,” by adding a new subsection G entitled “Integrated Operations Testing Environment for QT05 and QT07” as follows:

G. Integrated Operations Testing Environment for regions QT05 and QT07

*********** ** ****/**** ** *******	*********	***
1. ********** ********** ******* *********** *** ******* **** *** **** ***** **

3 / 4

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

*********** ** ****/**** ** *******	*********	***
a) **** ********* ** ** *** *****)	*******		**,***.**
b) **** ********* ** *** ** *** *****)	*******		*,***.**
c) ********** ** *** ********/********	*******		****,***.**
d) ******* ******* ***** *)	*******		*** ******* *- *.*. *****

**** *: ******** ***** ******* *** * ******* ** *****-**** **** **** ******* ****** ** ****** *** **** ******. ***** *******, ** ***, **** ** ********** ** **** ***** ** **** ****.

**** *: ******* ******* ** *** *** *********** **** ** ******** ** * **** *** ********* ***** ***** ***.

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

DISH NETWORK L.L.C. (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Michael K. McClaskey	By:	/s/ Michael J. Henderson
Name:	Michael K. McClaskey	Name:	Michael J. Henderson
Title:	Senior Vice President and Chief Information Officer	Title:	EVP Sales & Marketing
Date:	5-6-11	Date:	5/9/11

4 / 4

EX-10.23F

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 (***).

EXHIBIT 10.23F

THIRTEENTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

This THIRTEENTH 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) entered into 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, as amended hereby. 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 as follows as of the Effective Date:

1. Schedule F, of the Agreement, DATA COMMUNICATION SERVICES, Subsection I entitled “Direct Connect into the CSG’s Data Center,” shall be deleted in its entirety and replaced with the following:

I. Direct Connect into the CSG Data Center

If Customer chooses to *** *** *** ******* ******** (each a “Direct Connect Circuit”) into the CSG Data Center and/or CSG’s BCP Recovery Data Center, there are charges associated with this type of connectivity. CSG will provide secure access to the CSG network once the Direct Connect Circuit has been run into the CSG Data Center.

These Direct Connect Circuits may or may not utilize CSG provided local access resources.

If Customer elects to run one or more Direct Connect Circuit(s) into the CSG Data Center, then *** ******** **** ****** *********** *** *** *********** ** **** ********** ** **** ** *** *********** ** *** ********* ********** **** **** **********, ***** ********* *** *******, *** ** *** ******* **, *******, ********, *** *********, *** *** **** ******* ******* ****** ****** ** ******** ** ******* ************ *** **** ********** ** ***’* ********* ******** *** **** ******* ************ ****** *** *** **** ******. *** **** ********** **** **** ************ *** ** *******:

• ****** ******* ************ ***		*****
• ****** ******* ******* ******* ***	*****	***** **
• ******** - ****** ******* ******* ****** ** *** ******** **** ****** ******* ***		*****
• *** ******** ***** ******	*****

Note: All direct connections must be reviewed and approved by the CSG Network Engineering team.

In consideration of the direct connect fees set forth herein, CSG will provide all managed data center services in connection with the Direct Connect Circuits. Such services include, among other things, facilities such as floor, rack, power, and hands and feet support, on a 24/7 basis.

**** *: ** ******* ************* ** ********’* ******* ** *** ******* ********** ***, *** ***** ******* *** ******** ************ *** **** *** ******** ****** ******* ******** **** “******** ********”* **** ********* **** *** ******** ** **** ******* *.*.*., *** ** ***** ********* ** ***’* **** ******, *** *** **

1 / 2

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

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2. Schedule F, of the Agreement, DATA COMMUNICATION SERVICES, shall be amended to add a new Subsection III entitled “Circuit Pricing,” which, upon implementation of the new Customer Circuits, shall replace the previous fees as follows; and further it being understood and agreed that Items 1, 2 and 3. below are included solely for the purpose of conforming Schedule F with the provisions of the Fourth Amendment to the Agreement:

DATA COMMUNICATION SERVICES

III. Circuit Pricing

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1. ****** ******* ************ *** ***** ** ***** **	***-****		**,***.**
2. ****** ******* ******* ******* *** *** *** *** ***** **** ********* **** ********’* ******** *****-***** ************ *******, ********, ***, *** ********* ** ***’* **** ****** **** ***** ***** **	*******		****.**
3. ******** - ****** ******* ******* ****** ** *** ******** **** ****** - *** *** ***** **** ***** ***** **	*******		****.**
4. ************ *** ***** ** ***** **	***-****		**,***.**
5. ******* ******* ******* *** ***** **	*******		***,***.**

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**** *: *** ***-**** ****** ******* ************ *** *** **** ****** ** ******** ** ****** ** ************* ********, ***** **** **, ****.

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**** *: ******* ******* ******* ******** *** ********* ******** ** ** ******** ** ***:

• ****** **** ********’* **** **** **** ***’* **** ******** ********* *** ******** *******

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

• ******* *********** ** *** *** ***’* **** **** ************ **** ******

3. In the event CSG requests Customer to relocate network services that utilize CSG’s access infrastructure due to technology, vendor or capacity changes within the access structure, Customer agrees to comply with CSG’s request within *** ******* ****** ***** **** or as requested by CSG, whichever is greater.

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

DISH NETWORK LLC (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Michael K. McClaskey	By:	/s/ Michael J. Henderson
Name:	Michael K. McClaskey	Name:	Michael J. Henderson
Title:	Senior Vice President and Chief Information Officer	Title:	EVP Sales & Marketing
Date:	5-6-11	Date:	5/9/11

2 / 2

EX-10.23G

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 (***).

EXHIBIT 10.23G

FOURTEENTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

This FOURTEENTH 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) entered into 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, as amended hereby. 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 as follows as of the Effective Date:

1. CSG and Customer agree that notwithstanding the provisions of Section 22.(d)(3) of Attachment A to the Tenth Amendment (CSG document number 2307267) to the CSG Master Subscriber Management System Agreement made effective by the parties hereto on January 14, 2011, Note 3 in Schedule F, Section I.C under CSG SERVICES, in the Agreement is hereby amended to read as follows:

3. CSG shall make available to Customer **** ******** ******* ******* ASH hours (subject to the terms set forth in Section 7 of EXHIBIT A-1 of this Agreement).

2. CSG and Customer agree that the parties have not entered into any amendments to the Agreement entitled “Sixth Amendment,” “Eighth Amendment” or “Ninth Amendment.”

3. Customer desires to receive, and CSG agrees to provide, ******* data extracts (“MDE”) for the fees set forth in Schedule F, Fees, Section I.E.4, subsection e) entitled “Data Extracts.” Therefore, the parties agree as follows:

(a) Section 2.6 of Schedule G, Performance Standards and Remedies, of the Agreement shall be deleted in its entirety and replaced with the following:

2.6 ***** *** ******* **** ********.

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*. ******* **** ******** *** ********* ** *****-*** ***** ** *** **** ** **** *****. *** **** **** ** ********* ** *** ********* ********:

******* - *** **** ****: ** ***** **** *:** ** ****

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

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******* – ****-***, ****-***, *** *** ******** *****: ** ***** **** *:** ** ****

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• **** ******

• ************ ***-******** ******* ***** ****** ********** **** ******/**** *******

• ******** ***** ** ******* ********* **** ***********/**-***********

• ******** ** *** *******, ********** ***/** ******

• ***** ******** ***** *** ******* ************ ** ***** ******** ******/**** **********

• ***** *********, ***** *****, ***** ******* *** ******** ******** **** *********

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*. ********* ******** *** ******* **** ******** *** ***** **** ******** ***** ** ** ********** **** *** ***** *** ***** ** ******* *.* *****.

(b) Exhibit G-1, Performance Remedies, Section 3 entitled “Service Level Credits for Other Performance Standards” shall be amended to add the following:

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******* **** ******* * ************	**** ***** *** **** ** **** ***** ******* **** *** ********* ** ********** **** *** ***.	**** *** *** *** ****** *********** ********

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

DISH NETWORK L.L.C. (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Michael K. McClaskey	By:	/s/ Michael J. Henderson
Name:	Michael K. McClaskey	Name:	Michael J. Henderson
Title:	Senior Vice President and Chief Information Officer	Title:	EVP Sales & Marketing
Date:	5-6-11	Date:	5/9/11

2 / 2

EX-10.24D

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 (***).

EXHIBIT 10.24D

THIRD AMENDMENT

TO THE

PROCESSING AND PRODUCTION SERVICES AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Third 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 Processing and Production Services Agreement executed on June 18, 2003, as subsequently amended by the First Amendment dated June 14, 2004, the Letter Agreement dated June 29, 2006 and the Second Amendment dated November 3, 2008 (collectively, 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 defied 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 as follows as of the Effective Date:

1. Section 14, Intellectual Property; Infringement Indemnity and Indemnification Procedures, of the Agreement is modified by adding new subsections (e), (f) and (g), as follows:

“(e) If any action, suit or proceeding is instituted against CSG based upon a claim that any intellectual property of Client used by CSG in the form furnished and manner approved by Client and otherwise in conformity with the terms of this Agreement and any statement of work hereunder (“SOW”) infringes a copyright, trademark, trade secret or U.S. patent or any other intellectual property of a third party, then Client shall indemnify, defend (including, without limitation, by making any interim payment necessary for appeal) and hold CSG and CSG’s Related Parties harmless, at Client’s sole expense, and pay the damages and costs finally awarded against CSG and/or its Related Parties in the infringement action or any settlement amount approved by Client, but only if CSG complies with the indemnification procedures set forth in subparagraph (d) of this Section 14.

(f) TWC Marks. CSG agrees that it shall not make use of any corporate names, trade names, logos, product/service identifiers, trademarks and/or service marks owned or licensed by Client (the “TWC Marks”) except as expressly approved in writing, in advance, by Client. All such approvals granted by Client shall (i) be valid solely during the term specified by Client, (ii) be limited to the specific purpose for which approval was sought and received (to the extent reasonably required in connection with CSG’s performance under this Agreement and/or any SOW), and (iii) be deemed a limited, non-exclusive, non-transferable, revocable right and license, without right to sublicense, to use the TWC Marks designated by Client for the approved use, which right and license shall terminate and revert to Client contemporaneously with the earliest of the expiration or earlier termination of the term of the licensed TWC Marks as specified by Client, the expiration of this Agreement, or upon any earlier termination of the Agreement by Client in accordance with the terms of the Agreement. All such uses shall be in accordance with the reasonable procedures and guidelines provided by Client to CSG from time to time. CSG shall abide by all applicable laws and regulations with respect to the TWC Marks. CSG agrees that it shall not bring any legal action or claim that challenges the TWC Marks licensed to CSG for use in connection with this Agreement and/or any SOW in any forum, provided, however, the foregoing is not intended to prevent

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

CSG from defending, or in any manner limit CSG’s ability to defend, itself against any third party claims for infringement based on the TWC Marks brought against CSG. Further, CSG shall use reasonable efforts to avoid registering on its own behalf any confusingly similar trade names, trademarks, insignia, or domain names in any jurisdiction. As between the parties, Client shall be and remain the owner of all right, title and interest in and to all TWC Marks, along with any goodwill associated therewith, and all intellectual property rights in any of the TWC Marks licensed to CSG for its use in connection with this Agreement and/or any SOW, and CSG hereby assigns to Client all right, title and interest CSG may be deemed to have therein. Without limiting the foregoing, all goodwill arising from CSG’s use of any TWC Marks licensed to CSG for use in connection with this Agreement and/or any SOW shall, as between the parties hereunder, inure to the benefit of Client and its applicable licensors. All rights not expressly granted by Client are reserved. No implied licenses are granted by the terms of this Agreement and/or any SOW and no license rights with respect to any TWC Marks shall be created by implication or estoppel.

(g) TWC Design Look and Feel:

(1) Except as provided in Section 14(g)(2), “TWC Design Look and Feel” means (i) the composite design (or “theme”) of any statement designs provided by Client on or after the Effective Date of the Third Amendment to this Agreement (CSG Document #2308161) or as described in the Statement of Work entitled “Conversion Services for full Color Printing and Mailing” (CSG Document #2305966), whether in draft or final form, (ii) any enhancements, modifications and/or updates thereto whether provided by Client and/or otherwise developed in connection with this Agreement and whether in draft or final form, and (iii) all intellectual property rights therein, if any. TWC Design Look and Feel may include such elements as graphics, text, headings, borders, pictures, bullets, colors, shapes layouts, styles (fonts) and typefaces to the extent not excluded under Section 14(g)(2).

(2) TWC Design Look and Feel shall not mean elements that (i) are general or generic in nature, (ii) are used by CSG and/or any third party on behalf of CSG separate and apart from the totality of the TWC Design Look and Feel, (iii) constitute tools, materials, methodologies, templates, know-how, designs and all updates, modifications, enhancement and derivative works thereof that are of general application and used or usable generally by CSG in the provision of services to its customers that are not specific and unique to the TWC Design Look and Feel (collectively, the “General Tools”), (iv) constitute the features and/or components of the TWC Design Look and Feel contributed by CSG through the use of the General Tools (“CSG Components”), or (v) constitute computer software developed and/or utilized by CSG in conjunction with the CSG Services under this Agreement and/or any SOW, and all updates, modifications, enhancements and derivative works of such software and all copies thereof (the “CSG Software”). For avoidance of doubt, the CSG Software excludes any software provided to CSG by Client and developed by Client or by a third party for such Client, where title to such software vests in such Client or is licensed to such Client as provided in Section 14(a) of this Agreement.

(3) CSG hereby acknowledges and agrees that the TWC Design Look and Feel shall be owned by, and the exclusive property of, Client. CSG shall use such TWC Design Look and Feel solely in connection with performing its obligations under this Agreement. All rights not expressly granted by Client are reserved. CSG acknowledges and agrees that no implied licenses are granted by Client hereunder with respect to the TWC Design Look and Feel and no license rights with respect to any TWC Design Look and Feel shall be created by implication or estoppel.

(4) Client hereby grants to CSG a non-exclusive, non-transferable, royalty-free, license (without right to sub-license) to use the TWC Design Look and Feel solely for the purpose of performing the Services and providing any deliverables under this Agreement and/or any SOW. CSG agrees that it shall not disclose or suggest to any of its other

2

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

customers, the TWC Design Look and Feel. For purposes of illustration and without limiting the foregoing, neither CSG nor any third party on behalf of CSG shall use or replicate the TWC Design Look and Feel for any other customer of CSG.

(5) Notwithstanding anything in this Agreement to the contrary, but subject to the limitations set forth in Sections 14(g)(5)(y) and 14(g)(5)(z), CSG agrees that CSG shall not (i) incorporate into the bill statements of any of its customers other than Client, any of the four (4) features and/or components described in Exhibit A attached hereto (the “TWC Elements”), and/or (ii) disclose or suggest to, or make available to, any of its other customers, any of the TWC Elements. The foregoing Sections 14(g)(5)(i) and 14(g)(5)(ii), (y) shall not, in response to the independent request of any other customer of CSG, restrict CSG from independently creating and developing any features and/or components that are the same or substantially similar to the TWC Elements without reference to or use of the TWC Elements and/or the underlying creative and development information of CSG and TWC and/or of TWC which was utilized in creating and developing such TWC Elements, and (z) shall not apply to any features and/or components that are the same or substantially similar to the TWC Elements that CSG may have placed into production for, or delivered to, any other CSG customer, or that CSG independently developed, prior the Effective Date as evidenced and verified by contemporaneous written records.

(6) Notwithstanding anything in this Agreement to the contrary, to the extent CSG contributes or utilizes any CSG Components and/or General Tools in the creation or development of the TWC Design Look and Feel, Client shall be entitled to replicate or have replicated the TWC Design Look and Feel without restriction. For avoidance of doubt, nothing contained in this Agreement shall be construed to prohibit Client and/or its third parties from replicating any elements of the Client statements, including without limitation, designs as described in Section 14(g)(1), and CSG hereby acknowledges and agrees that Client and/or its third parties may, without restriction replicate any elements of the Client statements, including without limitation, designs as described in Section 14(g)(1) (e.g., look and feel, functions and features, components, etc.). The foregoing shall survive the expiration and/or termination of the Agreement.”

2. Section 19.8, Notices, of the Agreement is hereby modified by deleting all address information that follows the last sentence of the paragraph and adding the following new address information:

“If to CSG:

CSG Systems, Inc.

***** ***** ******* ****

***** ** *****

Attn: **** ********** ******* ********** ************

With a required copy to:

CSG Systems, Inc.

**** ****** ******

********** ** *****

Attn: ******* *******

If to TWC:

Time Warner Cable

**** ******** ********* *****

********** ** *****

Attn: *** ********

3

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

With a required copy to:

Time Warner Cable

** ******** ******

*** ***** *** **** *****

Attn: ******* *******

If to any other Client:

At the address set forth for such Client in the applicable Affiliate Addendum (with a required copy to TWC as set forth above).”

This Amendment is executed as of the Effective Date.

TIME WARNER CABLE INC. (“TWC”)	CSG SYSTEMS, INC. (“CSG”)
By: /s/ James Jeffcoat	By: /s/ Michael J. Henderson
Name: James Jeffcoat	Name: Michael J. Henderson
Title: Senior Vice President	Title: EVP Sales & Marketing
Date: June 3, 2011	Date: 6/9/11

4

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

Exhibit A

TWC Elements

1. “*** *****” ***** ****** *** ** *****;

2. ******** ** ******* *** ******* ******* ** *** ****** ** *** **** ****** **** **** ** *** ******* ****;

3. ******** ***** ***** ********* *** **** ****** **** * ***** **** ** ****** *********; ***

4. ********** ******** ******** ********* ******** ***** ****** ** *********.

5

EX-10.24E

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 (***).

EXHIBIT 10.24E

FIFTY-FIRST AMENDMENT

OF THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Fifty-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 purchased CSG SmartLink® BOS (“SLBOS”) per the Seventh Amendment, effective as of April 19 2004 (CSG document no. 1996685), as amended by the Twenty-Second Amendment to also include CSG Event Notification Interface (“ENI”), effective as of March 31, 2006 (CSG document no. 2283425) (collectively, “SLBOS/ENI Amendment”), for a capacity of up ** ****** ******** ***,**** ********** *** ************ *** **** *** ** ** *** ******* ***,***,**** ***** ************ *** *****, *** ** ** ****** ******** ***,**** *** ************ *** **** *** ** ** * ***** ** *** ******* ***,***,**** *** ************ *** ***** (the “Capacity License”). Under the SLBOS/ENI Amendment, *** **** *** ** ******* *** *** ********** **** ******** ******* **** ******* *** *** ** *** ******** **** ** *** ********* ****** ***** *** ** ******** ******** *** ******** *** *** ******* ******** ***. Customers’ license to SLBOS and ENI is hereby extended through the duration of any extended term of the Agreement and the Termination Assistance Period, and the pricing for SLBOS and ENI transactions set forth below applies during the existing Term and any extended term of the Agreement as well as the Termination Assistance Period.

The SLBOS and ENI Interfaces fees set forth in Schedule F (Section II.D under “CSG Services”) (amended by the SLBOS/ENI Amendment) shall be deleted in its entirety and replaced with the CSG SmartLink® BOS and CSG Event Notification Interfaces fee schedule provided below.

CSG SmartLink® BOS and CSG Event Notification Interfaces (Note 7)

Description of Item/Unit of Measure	Frequency	Fee
A. ************ *** *****-** ***** **	*** *******		*****
B. ********* *********** *** ********* ******** ***** **	*** *******		*****
C. ********* ************* ******** *** ***-********* ***** ***** ************ **** ************** ***** **	*** *******		*****
D. ***** **** ***** ** ************ *** ****** *“***”* ***** ** ***** **
1. ********** ***** *********** ** ** *** ****	*******		****,***.**
2. **********, *** *** **** *********** ****	*******		**,***.**
E. *** **** **** ****** ***** **
1. ********** ******** ** ** ** *** ******* ***,***,**** *** ************ *** *****	*******		******** ** ***** ****

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1

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

**** *: ********* ************* ******** *** ***-********* *** ** ***** ***** ************. *** **********, ************ ** * ******** ******* *** ********* *** ********* *** ********** *** *** *** *** ***** ************ ***, **** ** ********* ** *** ***** ** *********** ** **** ********** **** **********. *** ********* ************* ******** *** *** ********** **** ***** ** *** ***** ** * ******** ****** **** ********* ** ****. *** **** *** ***** ***** *** ********* ************* ** *** ******* *** ********* ******** **** *** ** ********* ** * ******** ** ******** ** *** ****** **** *********** ** *** ********’* ***** ***** ************. *** ******** ** ******** ** *** ****** **** *********** ** ***** ***** ************ *** *** ********** **** ***** ** *** ***** ** * ******** ****** **** ********* ** ****.

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

**** *: *** ****** ************ **** ******* ** ******* ************ ***** **** ***** **** ****** *********. *** ****** ******** **** ** ********** **** :** ** :** **** **** **.*., **** **:** ** **:***. ****** *** *** *** **** ******, *** ***** ****** ** ************ **** ** ******* *** **** ** ******* ** ***** ******** *** ******* * *,**** ** ****** *** ****** *** ***********.

**** *: *** ************* ********, ** ** * ***** ** *** ******* ***,***,**** *** ************ *** ***** ***** ** ******** ****** *** ***** **** *** ***’* ***** ** *** ***** *** ******** ******* ****** ******* ***** *********** ** *** ***** ********* *********** ******* *** ***** ************ ************, *** ***** ****** *** ** **** ***** *** *** ******* ***** ** *********** **** ** **** ***** ** ********* *** ********* ******** *** ********* *** ******* ***,***,**** *** ************ *** ***** *** *** ********** ****. ** ***** ** * ****** ** ***** *** *********** ****** **** **** **** *** **** **** ***** ******** ***,**** **** **** *** ************, *** ***** ****** *** ** **** ***** *** *** ******* ***** ** ******** ******* ** **** ***** *** ****** **, *** ********** ** *******, ***** **** **** **** ************ *** ****** ******. *** *** ********* ** *****, *** ***** ********** ** **** **** * ***************, *** ************ ***** ** ******** ** **** *** ******; *.*., ************ *** *****.

**** *: *** *** *** *****, *** *** ********* ** *****, **** *** **** *** ***** ***** ** *** ******* *********** ** ********* *** ** ***** ************ ************ ** ***. *******, *** *** ******** * ******** ******* *** ********* *** *** ***** ************ ** * ********** ******** ********* ** *** ************* ********* ********, ******* ** ***** *** ********** ***** ** * *** **** ******* ** *** **** *** ***** ***** ***** ** ***’* *********** *******, *** *** ***** ******* *** ******** *** **** **** ** ****** ** **** *********.

2. On or before the ***** ***** ******** *** of each ***** CSG shall provide to TWC a usage report with respect to SLBOS and ENI transactions, ******** *** ***** **** *****, setting forth:

(a) With respect to SLBOS transactions: *** *** ****** ************ ** **** *** ****** **** ***** *** *** **** ** *** ** **** **** *********** *** * **** ******* *** ******* ****** *********** ** **** *** ****** **** *****; and

(b) With respect to ENI transactions: *** ***** ******* *** ************, *** ****** ** *** ************ *** **** ** **** *** ****** **** *****, *** * **** ******* *** ******* ****** ****** ** *** ************ ** **** *** ****** **** *****.

Each of the above reports shall be broken down by ***** ****** **.

3. For clarification purposes, the monthly Processing Level *********** ** ** *** ******* ***** **** *** ** ****,***.**, ****** ** ******* *.* ** *** ***** *****, ***** ***** ***** ******** ********* ******* *, ****, *** *** **** ***** ********** ******* *** **** ** *** *********; ********, *******, **** *** ******* ****** ***** *** ** ******** ** *** ******** ** **** ********* **** ******* ** **** ** ****,***.**. *** ******* ******** ********* **** ******* ** ******** **** **** ****** ****,***.** ** *** ********* ***** ** ******** *** ******** ** ***, ******* ******** ** ******** ******** ** ******* *.* ** *** *********, ** ** ***** ******* *, ****.

4. Each party hereby unconditionally and irrevocably fully and forever releases the other and its Related Parties from any claims, including fees for excess capacity usage, potential claims due to outages, response times, or other payment or performance obligations of either party for any claims relating to SLBOS, except for a claim of infringement or Customer’s breach of Section 2.5 of the Agreement, prior to January 1, 2011.

2

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

5. Interface Availability. Schedule K is hereby amended as follows:

(a) New subparagraphs (a)(x) is inserted as follows:

(x) ***** *********. *** ***** ********* ***** ** ***** *********** *** ********* ** *** ********** *********** *** *********’ *** ** **** **** ******-**** ******* ***** ** *** ****, ******** ** * ******* *****, ********* ********* ******** *** *********** *** ** ** **** *** ***** *** **** ** ***** ****** ***’* ********* ********; ******** *** *********** ***** **** ********* ******** ** * ****** ** *** ********* ******** **** ** ************ ** *** ** ******* ** ***** ****** **** **** ** *******. *** ******* ** ******* *********** **** ******* ** *** ***** ********* ***** *** *****, ** ********** ******, *** ******* ******* ** *** ******** ***/** ********* ****** ******** *********** *** *** ***** *********. ** *** ***** *** ******** ** *********** ********* ********, *** **** *** ************ ********** ******* ** *********** ***’* *******. *******, ****** ******** ****** ** ** **** *******, ** ** ***** ***** ***** *** ******* ******* ** ******** ****** **** *** ***** *** ****. *** ******** ** **** ********* ***, “***** ***********” **** **** **** *** ***** ********* **** ****** *** ******* *** ** *********’ ***** ********* ************.

(b) New subparagraphs (b)(iii)(E) is inserted as follows:

(E). ******** *** *********** ******** ** ******. ** *** **** *** **** *** *********** ******** *** ***** ** ************ ****** **** ******* ** **** *****, *** ***** ** ****** ** *** **** *** ********* **** ****** ******* ******** **, **** *** ***** ******** **** ********** ******* *** *** ** *** ******** **** ** *** ********* *** *** ******** **** ** *** ********* *** *********** ********** ******, ** *******:

********** ** ******** ****	******
*****		***,***.**
******		***,***.**
***** *** *** ********** ***********		****,***.**

6. CSG shall provide support for versions of each of the SLBOS interface and the ENI (each, an Interface”) for a minimum of eighteen (18) months, or the current and most recent two (2) versions of each Interface as measured by the numeral immediately to the right of the decimal (e.g., x.y where “y” is the point of measure), whichever amount of time is greater (the foregoing, “Supported Interface Versions”). If TWC desires to continue maintenance coverage for the version of such Interface in use by Customers, TWC shall be required, subject to CSG’s compliance with the notice provisions set forth in Section 2.4, to periodically upgrade its production version of the Interface so as to utilize a Supported Interface Version and, thereby, ensure CSG’s ability to support TWC’s version of the Interface.

7. For the avoidance of doubt, Customers may disclose the Interfaces to third party vendors for the purpose of creating or facilitating the interface of third party products used or to be used by Customers with CSG’s CCS® / ACP system via the Interfaces; provided, however, that such disclosure is pursuant to the confidentiality obligations set forth in Section 10 of the Agreement.

All terms and conditions of the Agreement not modified by this Amendment shall continue in full force and effect.

3

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

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/ Michael Lajoie	By: /s/ Joseph T. Ruble
Name: Michael Lajoie	Name: Joseph T. ruble
Title: Executive Vice President	Title: EVP, CAO & General Counsel
Date: June 27, 2011	Date: 6-29-11

4

EX-10.24F

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 (***).

EXHIBIT 10.24F

FIFTY-THIRD AMENDMENT

OF THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Fifty-third 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. Customers desire to use and CSG agrees to provide CSG’s Electronic Trackable Appointments service (“Electronic Trackable Appointments Service”) which will allow Customers to provide self-service and notification abilities relating to appointments to each Customer’s subscribers through a database hosted by CSG.

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”:

Database Services Re Customer’s Electronic Trackable Appointments Service

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”:

Database Services re Customer’s Electronic Trackable Appointments Service. As part of the Electronic Trackable Appointments Service, CSG shall develop and provide a database. The database will be hosted by CSG on *** *** ********* CSG servers for each Customer’s subscribers and will store each Customer’s subscriber appointment-specific contact information (the “Information”). The Information shall be available to each Customer for its external applications for a period of ****** **** **** via web services. CSG shall perform the design, development, programming and reporting services related to the Electronic Trackable Appointment Service pursuant to the Statement of Work to be executed by CSG and Customer (CSG document no. 2306468) (the “SOW”). TWC and CSG agree that all Work Product and Deliverables related to the Electronic Trackable Appointment Service shall be the sole and exclusive property of CSG, excluding the Information, regardless as to whether such Information is marked and/or stated as confidential or proprietary, which shall be deemed to be Confidential Information of Customers.

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

c) As a result, Schedule F of the Agreement shall be amended to include the following fees for the Electronic Trackable Appointments Service. TWC shall pay, and CSG shall invoice to TWC, the following fees for the Additional Services under this Amendment following commencement of the Electronic Trackable Appointments Service pursuant to the SOW. For avoidance of doubt, the ******* *** ***-**** fees for the Electronic Trackable Appointments Service set forth below, ******** ***** ** *** ********* **** ******, **** **** ** ****, ** *** *** ******* *** Electronic Trackable Appointments Service (subject to the support limitation noted below):

Database Services Re Customer’s Electronic Trackable Appointments Application (Note 3)

*********** ** ****/**** ** *******	*********	***
*. ******, ***********, *** *********** ***** **	***-****		*****
*. ********* ******* **** ***** ** ***** ** ***** **
*. ******* ****** *********** *** **** *** *******	*******		****.**
*. ******** ****** *** **** *** ********* *******; **,***.** ****, *** ******	*******		**,***.**

**** *: ******, ***********, *** *********** ******** ***** ** *** ***** ** *** ***.

**** *: ******* ***** *** **** ****** *** ******* ****** **** ** ******* ** ******* **** ***** *******; *** ******* ** ****** ** ******* **** ***** **** ** *** ***** ** * ********* ** **** *** ***** ** ******** ** ***’* ****-******* ********* ******** ***. *** ************* ********, ****** *** ******* ****** **** *** ****** ********* *** ******* ********’* **-**** **** **** “**** ******”*, *** *** *** **** ****** **** *** ********** ********* ************ ******* ** *********** ** ********** **** *** ************ *** ***** ** *** *** *** ** ********* ** ******* ************** ** ********* ******** ** *** ** *** *********, *** ******** ****** ********** ********* ************ ******** ****** ********, ******* *.*, ***** ***** *, **** *“**************”*. ****** *** **** ******, *** **** ****** ** *** *** ******* ** *** ********** ********* ************ ******* ** ******** ** ********** **** *** ************** *****, * “*******”*. *************** ******** ** *** ********* ** *** ********, *** * ****** ** ****** **** **** ********* *** **** ******, *** *** *** ***** ** ********* *** ********** ********* *********** ******* ******* ******* ** *** ********** **** *** *** ****** ** ******* *** **** *******. ** *** ********** *** ********** ********* *********** ******* ****** **** ****** **** *** ****** ***** ** *** *********, *** ***** ******** ****** ** *** *** ******* **** ** *** ********* *** ***** *** *** *** ***’* *********** **** ******* ** *** ********** ****** *** ******* ****** ***** ** **** *** ** ** ***** ** ******. ** *** ***** **** *** **** *** ******** *** ********* ***** ** *********** ***** ** ********** ** **** ****** **** *** ******, **** *** ***** *** *** ********* ******* **** **** ******* ** * ****** ******* *** ****, ** ********** **** *** ***** *** ********** ** *** *********.

**** *: *** **** ****** **** ********’* ********** *********** ******* *********** *** * ****** ** *** **** **** ****** **** ****

**** *: ********* ******* **** **** ** ******* ** ****** *** ***********

**** *: *** ****** ** ** ******** *** * ******* ** ****** **** ****** *** *** ********** ********* ************ ******* ********* ************ ** **** ******* *“********** ******”*; ********, *******, **** ** ** ***** ***** *** ** *********** *** ********** ********* ************ ******* **** ********* *** *********** ** *** ********** ********* ************ ******* ** *** ****** *** ********** ****** *** ******* ******** ** ******* *.**** ** *.**** ** *** *********.

2. Participating Affiliates may use and receive the Electronic Trackable Appointments Service without any requirement that such Additional Service be set forth in any such Participating Affiliate’s Affiliate Addendum. Subject to the provisions set forth in **** * ** ******* * *****, ** ******** ** ***’* *********** ****** *** ***** ** ******* * ** *** *********, *** ***** **** **** *** ***** ** ********* *** ********’* *** ** ******* ** *** Electronic Trackable Appointments Service, if applicable, for convenience, upon written notice to CSG in accordance with 6.1(f) of the Agreement (as if “TWC” were substituted for “Participating Affiliate” therein and without reference to any Affiliate Addendum).

Page 2 of 2

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

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: May 2, 2011	Date: 5/9/11

Page 3 of 2

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 9, 2011	/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 9, 2011	/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 9, 2011

/s/ Peter E. Kalan

Peter E. Kalan

Chief Executive Officer and President

August 9, 2011

/s/ Randy R. Wiese

Randy R. Wiese

Executive Vice President and Chief Financial Officer

XML



Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data	6 Months Ended	12 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Condensed Consolidated Balance Sheets
Trade accounts receivable-billed, allowance	$ 2,541	$ 1,837
Property and equipment, accumulated depreciation	104,856	94,236
Software, accumulated amortization	51,106	45,579
Client contracts, accumulated amortization	146,175	133,218
Current maturities of long-term debt, unamortized original issue discount	0	621
Long-term debt, unamortized original issue discount	$ 32,593	$ 34,841
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	34,607,509	34,120,789
Treasury stock, shares	29,956,808	29,956,808

XML



Condensed Consolidated Statements Of Income (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Revenues:
Processing and related services	$ 129,113	$ 121,363	$ 260,491	$ 243,409
Software, maintenance and services	52,199	9,983	103,913	18,200
Total revenues	181,312	131,346	364,404	261,609
Cost of revenues (exclusive of depreciation, shown separately below):
Processing and related services	60,802	68,925	122,061	135,929
Software, maintenance and services	30,074	5,912	59,579	11,880
Total cost of revenues	90,876	74,837	181,640	147,809
Other operating expenses:
Research and development	27,920	18,990	56,558	37,502
Selling, general and administrative	32,526	16,678	65,865	33,212
Depreciation	6,273	6,091	12,520	11,713
Restructuring charges	1,346	(7)	1,346	214
Total operating expenses	158,941	116,589	317,929	230,450
Operating income	22,371	14,757	46,475	31,159
Other income (expense):
Interest expense	(4,325)	(1,629)	(8,666)	(3,177)
Amortization of original issue discount	(1,420)	(1,685)	(2,869)	(3,985)
Interest and investment income, net	175	251	409	367
Loss on repurchase of convertible debt securities				(10,952)
Other, net	(985)	6	(1,288)	4
Total other	(6,555)	(3,057)	(12,414)	(17,743)
Income before income taxes	15,816	11,700	34,061	13,416
Income tax provision	(6,801)	(234)	(13,552)	(886)
Net income	$ 9,015	$ 11,466	$ 20,509	$ 12,530
Weighted-average shares outstanding - Basic:
Common stock	32,866	32,303	32,738	32,677
Participating restricted stock	161	531	244	637
Total	33,027	32,834	32,982	33,314
Weighted-average shares outstanding - Diluted:
Common stock	33,072	32,562	32,962	32,938
Participating restricted stock	161	531	244	637
Total	33,233	33,093	33,206	33,575
Earnings per common share:
Basic	$ 0.27	$ 0.35	$ 0.62	$ 0.38
Diluted	$ 0.27	$ 0.35	$ 0.62	$ 0.37

XML



Document And Entity Information	6 Months Ended
	Jun. 30, 2011	Aug. 03, 2011
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Entity Filer Category	Accelerated Filer
Entity Registrant Name	CSG SYSTEMS INTERNATIONAL INC
Entity Central Index Key	0001005757
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		34,594,954

XML



Debt

6 Months Ended

Jun. 30, 2011

Debt

Debt

7. DEBT

Our long-term debt, as of June 30, 2011 and December 31, 2010, was as follows (in thousands):

	June 30, 2011			December 31, 2010
Credit Agreement:
Term loan, due December 2015, interest at adjusted LIBOR plus 3.75% (combined rate of 4.00% at June 30, 2011 and 4.06% at December 31, 2010)	$	195,000		$	200,000
$100 million revolving loan facility, due December 2015, interest at adjusted LIBOR plus applicable margin (combined rate of 4.06% at December 31, 2010)		—			35,000
Convertible Debt Securities:
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized OID of $32,593 and $34,841, respectively		117,407			115,159
2004 Convertible Debt Securities – senior subordinated convertible contingent debt securities; due June 15, 2024; cash interest at 2.5%; net of unamortized OID of zero and $621, respectively		1,000			24,528
		313,407			374,687
Current portion of long-term debt, net		(16,000	)		(69,528	)
Total long-term debt, net	$	297,407		$	305,159

Credit Agreement. In January 2011, we repaid the $35 million outstanding balance of our $100 million revolving loan facility ("Revolver"). During the six months ended June 30, 2011, we made $5.0 million mandatory repayments on the Term Loan.

As of June 30, 2011, we were in compliance with the financial ratios and other covenants related to the Credit Agreement. As of June 30, 2011, we had no borrowings outstanding on our Revolver and had the entire $100 million available to us.

2010 Convertible Notes. As of June 30, 2011, 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, 2011, the value of our conversion obligation did not exceed the par value of the 2010 Convertible Notes.

2004 Convertible Debt Securities. In June 2011, holders of $24.1 million par value of our 2004 Convertible Debt Securities exercised their put option and we paid the par value and accrued interest to extinguish these securities in June 2011. In June 2011, we exercised our option to call the remaining $1.0 million par value of our 2004 Convertible Debt Securities, and extinguished the debt in July 2011. As a result of the holders exercising their put option, approximately $6 million of deferred tax liabilities became payable and have been reclassified to current income taxes payable as of June 30, 2011.

XML



Prior Year Acquisition

6 Months Ended

Jun. 30, 2011

Prior Year Acquisition

Prior Year Acquisition

3. PRIOR YEAR ACQUISITION

On November 30, 2010, we acquired U.K.-based Intec Telecom Systems PLC ("Intec") for $364.1 million, or $255.2 million net of $108.9 million of cash and cash equivalents Intec had on hand at the close of the transaction.

The application of the acquisition method of accounting for business combinations requires the use of significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for Intec (in thousands):

Trade accounts receivable	$	63,899
Other current assets		6,179
Property and equipment		9,968
Acquired software		19,184
Acquired client contracts		77,979
Acquired other intangible assets		6,395
Goodwill		91,400
Net deferred income tax assets		44,452
Other non-current assets		2,552
Total assets acquired		322,008
Trade accounts payable		3,611
Accrued employee compensation		17,517
Deferred revenue		26,311
Other current liabilities		9,620
Non-current liabilities		9,711
Total liabilities assumed		66,770
Net assets acquired (excluding acquired cash)	$	255,238

The $255.2 million of net assets acquired reflected above has not changed since March 31, 2011. However, we have made certain adjustments to our estimates of the fair value of various assets acquired and liabilities assumed, none of which required the revision of comparative information for periods presented in the accompanying Condensed Consolidated Financial Statements since the effects are not material. In addition, we have made certain adjustments to our estimates of deferred income taxes. As a result of these changes, during the second quarter of 2011, the amount allocated to goodwill increased by $1.7 million.

The above estimated fair values of assets acquired and liabilities assumed are still considered provisional, as we are waiting for additional information, primarily related to certain items within trade accounts receivable and deferred revenue, necessary to finalize those fair values, and to estimate the valuation allowances necessary for certain deferred income tax assets. Thus the provisional measurements of fair value set forth above are subject to change. Such changes could be significant. We expect to finalize the fair values and valuation allowances and complete the purchase price allocation as soon as practicable, but not later than one-year from the acquisition date.

XML



Long-Lived Assets

6 Months Ended

Jun. 30, 2011

Long-Lived Assets

Long-Lived Assets

9. LONG-LIVED ASSETS

Goodwill. The changes in the carrying amount of goodwill for the six months ended June 30, 2011, were as follows (in thousands):

January 1, 2011 balance	$	209,164
Adjustments related to prior acquisitions		(9,724	)
Effects of changes in foreign currency exchange rates		1,003
June 30, 2011 balance	$	200,443

The adjustments related to prior acquisitions are almost entirely due to the Intec Acquisition discussed in Note 3, and are related to adjustments to our estimates of deferred income taxes and the fair values of various assets and liabilities assumed.

Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of June 30, 2011 and December 31, 2010, the carrying values of these assets were as follows (in thousands):

	June 30, 2011							December 31, 2010
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	254,485	$	(146,175	)	$	108,310	$	249,546	$	(133,218	)	$	116,328
Software		85,676		(51,106	)		34,570		76,697		(45,579	)		31,118
Total	$	340,161	$	(197,281	)	$	142,880	$	326,243	$	(178,797	)	$	147,446

The total amortization expense related to intangible assets for the second quarter of 2011 and 2010 was $10.3 million and $4.0 million, respectively, and $19.7 million and $7.9 million for the six months ended June 30, 2011 and 2010, respectively. Based on the June 30, 2011 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2011 – $38.3 million; 2012 – $36.7 million; 2013 – $27.4 million; 2014 – $17.8 million; and 2015 – $11.5 million.

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Commitments, Guarantees And Contingencies

6 Months Ended

Jun. 30, 2011

Commitments, Guarantees And Contingencies

Commitments, Guarantees And Contingencies

10. 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, 2011, 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 certain of our officers and members of our Board of Directors 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, 2011. 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. We are not presently a party to any material pending or threatened legal proceedings.

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Derivatives

6 Months Ended

Jun. 30, 2011

Derivatives

Derivatives

8. DERIVATIVES

Interest Rate Swap Contracts. In May 2011, we entered into three 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 the three interest rate swap contracts is as follows (dollars in thousands):

	Beginning of Term		End of Term		Weighted-Average Notional Amount Over Term		Fixed Rate
2011 Swap		May 16, 2011		March 13, 2012	$	118,000		0.451	%
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, 2011, the fair value of the interest rate swap contracts, reflected in other non-current liabilities in our Condensed Consolidated Balance Sheet, was $0.7 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 Condensed Consolidated 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 losses reclassified from AOCI to income/loss (effective portions) for the quarter ended June 30, 2011 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 ended June 30, 2011.

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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General

6 Months Ended

Jun. 30, 2011

General

General

1. GENERAL

We have prepared the accompanying unaudited condensed consolidated financial statements as of June 30, 2011 and December 31, 2010, and for the second quarter and six months ended June 30, 2011 and 2010, in accordance with accounting principles generally accepted in the United States of America ("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 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, 2010, filed with the SEC. The results of operations for the second quarter and six months ended June 30, 2011 are not necessarily indicative of the expected results for the entire year ending December 31, 2011.

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Stockholders' Equity And Equity Compensation Plans

6 Months Ended

Jun. 30, 2011

Stockholders' Equity And Equity Compensation Plans

Stockholders' Equity And Equity Compensation Plans

4. 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"). We did not repurchase any shares under our Stock Repurchase Program during the six months ended June 30, 2011. During the six months ended June 30, 2010, we repurchased 1.5 million shares of our common stock under the Stock Repurchase Program for $29.3 million (weighted-average price of $19.56 per share). As of June 30, 2011, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 4.2 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, during the six months ended June 30, 2011 and 2010, we repurchased from our employees and then cancelled 0.2 million shares of common stock for $4.0 million and 0.2 million shares of common stock for $4.3 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Equity Compensation Plans. In May 2011, our stockholders approved the amended and restated 2005 Stock Incentive Plan, which included an increase in the number of shares that may be issued under the plan of 3,400,000 shares, from 12,400,000 shares to 15,800,000 shares. Additionally in May 2011, our stockholders approved the amended and restated 1996 Employee Stock Purchase Plan, which included an increase in the number of shares reserved for sales to our employees of 750,000 shares, from 958,043 shares to 1,708,043 shares.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the second quarter and six months ended June 30, 2011 is as follows:

	Quarter Ended June 30, 2011					Six Months Ended June 30, 2011
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		1,858,967		$	18.02		1,803,971		$	17.19
Awards granted		6,300			20.08		677,550			19.24
Awards forfeited/cancelled		(14,068	)		17.12		(40,068	)		17.41
Awards vested		(7,475	)		17.88		(597,729	)		16.89
Unvested awards, ending		1,843,724		$	18.04		1,843,724		$	18.04

Included in the awards granted during the six months ended June 30, 2011, are performance-based awards for 120,000 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, 2011 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 quarter of 2011 and 2010 of $3.2 million for both periods, and for the six months ended June 30, 2011 and 2010 of $6.5 million and $6.2 million, respectively.

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Earnings Per Common Share

6 Months Ended

Jun. 30, 2011

Earnings Per Common Share

Earnings Per Common Share

5. 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 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,
	2011		2010		2011		2010
Net Income attributed to:
Common stock	$	8,971	$	11,281	$	20,357	$	12,290
Participating restricted common stock		44		185		152		240
Total	$	9,015	$	11,466	$	20,509	$	12,530

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,
	2011		2010		2011		2010
Weighted-average shares outstanding – Basic:
Common stock		32,866		32,303		32,738		32,677
Participating restricted common stock		161		531		244		637
Total		33,027		32,834		32,982		33,314
Weighted-average shares outstanding – Diluted:
Common stock		33,072		32,562		32,962		32,938
Participating restricted common stock		161		531		244		637
Total		33,233		33,093		33,206		33,575

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,
	2011		2010		2011		2010
Basic weighted-average common shares		32,866		32,303		32,738		32,677
Dilutive effect of common stock options		22		23		22		26
Dilutive effect of non-participating restricted common stock		184		236		202		235
Dilutive effect of 2010 Convertible Notes		—		—		—		—
Dilutive effect of 2004 Convertible Debt Securities		—		—		—		—
Diluted weighted-average common shares		33,072		32,562		32,962		32,938

Potentially dilutive common shares related to stock options and non-participating unvested shares of restricted common stock of zero and 0.1 million, respectively, for the second quarter of 2011 and 2010, and zero and 0.2 million for the six months ended June 30, 2011 and 2010, 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. The 2004 Convertible Debt Securities have a dilutive effect only in those quarterly periods in which our average stock price exceeds the current effective conversion price of $26.77 per share. See Note 7 for additional discussion of our convertible debt.

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Comprehensive Income

6 Months Ended

Jun. 30, 2011

Comprehensive Income

Comprehensive Income

6. COMPREHENSIVE INCOME

The components of our comprehensive income were as follows (in thousands):

	Quarter Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Net income	$	9,015		$	11,466		$	20,509		$	12,530
Other comprehensive income (loss), net of tax, if any:
Unrealized gain (loss) on short-term investments		1			(7	)		1			(9	)
Change in unrecognized pension plan losses and prior service costs		—			—			4			22
Unrealized loss on change in fair value of interest rate swap		(420	)		—			(420	)		—
Foreign currency translation adjustments		410			—			6,318			—
Comprehensive income	$	9,006		$	11,459		$	26,412		$	12,543

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net income	$ 20,509	$ 12,530
Adjustments to reconcile net income to net cash provided by (used in) operating activities-
Depreciation	12,520	11,713
Amortization	21,215	8,285
Amortization of original issue discount	2,869	3,985
Gain on short-term investments and other	(34)	(79)
Loss on repurchase of convertible debt securities		10,952
Deferred income taxes	(1,344)	(44)
Excess tax benefit of stock-based compensation awards	(824)	(1,098)
Stock-based employee compensation	6,529	6,184
Changes in operating assets and liabilities:
Trade accounts and other receivables, net	(17,769)	7,360
Other current and non-current assets	(2,175)	(3,911)
Income taxes payable/receivable	8,398	(6,423)
Trade accounts payable and accrued liabilities	(28,987)	3,637
Deferred revenue	(22,083)	2,644
Net cash provided by (used in) operating activities	(1,176)	55,735
Cash flows from investing activities:
Purchases of property and equipment	(11,061)	(7,519)
Purchases of short-term investments	(19,968)	(46,922)
Proceeds from sale/maturity of short-term investments	17,700	34,900
Acquisition of businesses, net of cash acquired		(2,764)
Acquisition of and investments in client contracts	(4,479)	(2,623)
Net cash used in investing activities	(17,808)	(24,928)
Cash flows from financing activities:
Proceeds from issuance of common stock	753	772
Repurchase of common stock	(4,049)	(33,643)
Payments on acquired equipment financing	(834)	(571)
Proceeds from long-term debt		150,000
Payments of deferred financing costs	(205)	(4,268)
Payments on long-term debt	(64,149)	(124,992)
Excess tax benefit of stock-based compensation awards	824	1,098
Net cash used in financing activities	(67,660)	(11,604)
Effect of exchange rate fluctuations on cash	3,141
Net increase (decrease) in cash and cash equivalents	(83,503)	19,203
Cash and cash equivalents, beginning of period	197,858	163,489
Cash and cash equivalents, end of period	114,355	182,692
Supplemental disclosures of cash flow information:
Interest	7,233	1,499
Income taxes	$ 6,213	$ 7,365

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Summary Of Significant Accounting Policies

6 Months Ended

Jun. 30, 2011

Summary Of Significant Accounting Policies

Summary Of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in Preparation of Condensed Consolidated Financial Statements. The preparation of the accompanying Condensed Consolidated 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 and are classified as current liabilities regardless of the contract period. We net the cost of postage against the postage reimbursements, 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 quarter of 2011 and 2010 was $65.3 million and $66.2 million, respectively, and for the six months ended June 30, 2011 and 2010 was $133.1 million and $135.2 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, 2011, our cash equivalents consist primarily of institutional money market funds, commercial paper and time deposits held at major banks.

As of June 30, 2011, we had $5.1 million of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheet.

Short-term Investments and Other Financial Instruments. Our financial instruments as of June 30, 2011 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, interest rate swaps, 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 accompanying Condensed Consolidated 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.

Our short-term investments at June 30, 2011, and December 31, 2010, consisted of the following (in thousands):

	June 30, 2011		December 31, 2010
Commercial paper	$	17,494	$	17,692
Certificates of deposit		2,501		—
Total	$	19,995	$	17,692

All short-term investments held by us as of June 30, 2011, have contractual maturities of less than one year from the time of acquisition. Proceeds from the sale/maturity of short-term investments for the six months ended June 30, 2011 and 2010 were $17.7 million and $34.9 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, 2011						December 31, 2010
	Level 1		Level 2		Total		Level 1		Level 2		Total
Assets:
Money market funds (1)	$	43,536	$	—	$	43,536	$	91,002	$	—	$	91,002
Commercial paper (2)		—		25,992		25,992		—		26,590		26,590
Total	$	43,536	$	25,992	$	69,528	$	91,002	$	26,590	$	117,592
Liabilities:
Interest rate swap contracts (3)		—		684		684		—		—		—
Total	$	—	$	684	$	684	$	—	$	—	$	—

(1) As of June 30, 2011 and December 31, 2010, all of the money market funds were classified on our Condensed Consolidated Balance Sheet in cash equivalents.

(2) As of June 30, 2011 and December 31, 2010, of the total commercial paper, $8.5 million and $8.9 million, respectively, were classified on our Condensed Consolidated Balance Sheet in cash equivalents, and $17.5 and $17.7 million, respectively, were classified on our Condensed Consolidated Balance Sheet in short term investments.

(3) As of June 30, 2011, the fair value of the interest rate swap contracts were classified on our Condensed Consolidated 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, 2011, the estimated fair value of our Credit Agreement long-term debt of $195 million (carrying value including current maturities) was approximately $200 million, and was estimated using a discounted cash flow methodology. As of June 30, 2011, the estimated fair value of our $151 million (par value) convertible debt, based upon quoted market prices or recent sales activity, was approximately $153 million.

Adoption of New Guidance on Revenue Recognition Related to Multiple-Deliverable Revenue Arrangements. On January 1, 2011, new guidance on revenue recognition related to multiple-deliverable revenue arrangements became effective. The new guidance changed the criteria for separating deliverables in multiple element revenue arrangements that do not fall within the scope of specific authoritative accounting literature.

Our processing and related services revenues relate primarily to the outsourced, customer care and billing processing and related services we provide to our North American cable and direct broadcast satellite clients under long-term master processing agreements. Under those agreements, on a monthly basis, we provide multiple services, to include billing and processing services; credit management and collection services; and customer statement invoice printing and mailing services. Since there are essentially no processing and related services elements that are undelivered at the end of each month, other than the future months' repetition of those same services which will be billed for and recognized as revenues in those future months when the services are provided, the new guidance did not impact the manner in which we are recognizing our processing and related services revenues.

The revenue recognition for our software licenses, software maintenance services (also known as post-contract customer support), and our professional services that involve the implementation of the software licenses, fall within the scope of specific authoritative accounting literature and are not impacted by the new guidance on revenue recognition related to multiple-deliverable revenue arrangements.

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Condensed Consolidated Balance Sheets (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 114,355	$ 197,858
Short-term investments	19,995	17,692
Total cash, cash equivalents and short-term investments	134,350	215,550
Trade accounts receivable-
Billed, net of allowance of $2,541 and $1,837	166,436	155,005
Unbilled and other	37,617	30,803
Deferred income taxes	18,224	13,852
Income taxes receivable	1,637	9,043
Other current assets	21,515	17,241
Total current assets	379,779	441,494
Property and equipment, net of depreciation of $104,856 and $94,236	51,046	52,257
Software, net of amortization of $51,106 and $45,579	34,570	31,118
Goodwill	200,443	209,164
Client contracts, net of amortization of $146,175 and $133,218	108,310	116,328
Deferred income taxes	9,446	9,677
Other assets	16,427	19,660
Total assets	800,021	879,698
LIABILITIES AND STOCKHOLDERS' EQUITY
Current maturities of long-term debt, net of unamortized original issue discount of zero and $621	16,000	69,528
Client deposits	29,899	31,897
Trade accounts payable	28,206	25,381
Accrued employee compensation	35,097	53,372
Income taxes payable	2,433	2,028
Deferred revenue	45,451	56,184
Other current liabilities	25,904	32,019
Total current liabilities	182,990	270,409
Non-current liabilities:
Long-term debt, net of unamortized original issue discount of $32,593 and $34,841	297,407	305,159
Deferred revenue	8,062	16,103
Income taxes payable	1,168	954
Deferred income taxes	23,709	33,247
Other non-current liabilities	19,353	16,748
Total non-current liabilities	349,699	372,211
Total liabilities	532,689	642,620
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; 34,607,509 and 34,120,789 shares outstanding	646	641
Additional paid-in capital	443,549	439,712
Treasury stock, at cost, 29,956,808 shares	(704,963)	(704,963)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax	5	4
Unrecognized pension plan losses and prior service costs, net of tax	(893)	(897)
Unrecognized loss on change in fair value of interest rate swap, net of tax	(420)
Cumulative translation adjustments	7,186	868
Accumulated earnings	522,222	501,713
Total stockholders' equity	267,332	237,078
Total liabilities and stockholders' equity	$ 800,021	$ 879,698