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 September 30, 2015

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	x	Accelerated filer	¨
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 November 2, 2015: 32,695,388

CSG SYSTEMS INTERNATIONAL, INC.

FORM 10-Q for the Quarter Ended September 30, 2015

INDEX

		Page No.
Part I -FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 (Unaudited)	3
	Condensed Consolidated Statements of Income for the Quarters and Nine Months Ended September 30, 2015 and 2014 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income for the Quarters and Nine Months Ended September 30, 2015 and 2014 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Quarter and Nine Months Ended September 30, 2015 and 2014 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	23
Part II -OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 6.	Exhibits	24
	Signatures	25
	Index to Exhibits	26

2

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in thousands, except per share amounts)

	September 30,			December 31,
	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	100,165		$	81,712
Short-term investments		99,605			120,088
Total cash, cash equivalents and short-term investments		199,770			201,800
Trade accounts receivable:
Billed, net of allowance of $3,878 and $3,323		177,347			184,369
Unbilled		46,795			42,439
Deferred income taxes		12,844			13,204
Income taxes receivable		6,107			7,851
Other current assets		31,148			28,470
Total current assets		474,011			478,133
Non-current assets:
Property and equipment, net of depreciation of $139,555 and $138,065		34,840			38,326
Software, net of amortization of $94,328 and $86,797		38,286			44,732
Goodwill		222,086			225,269
Client contracts, net of amortization of $84,885 and $88,585		42,157			46,903
Deferred income taxes		7,453			8,890
Income taxes receivable		1,179			1,333
Other assets		20,694			16,142
Total non-current assets		366,695			381,595
Total assets	$	840,706		$	859,728
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	7,500		$	22,500
Client deposits		33,394			35,791
Trade accounts payable		37,859			37,052
Accrued employee compensation		47,576			51,441
Deferred revenue		44,532			40,004
Income taxes payable		572			984
Other current liabilities		19,294			23,375
Total current liabilities		190,727			211,147
Non-current liabilities:
Long-term debt, net of unamortized original issue discount of $9,530 and $14,169		277,345			233,331
Deferred revenue		9,587			9,648
Income taxes payable		1,613			1,613
Deferred income taxes		14,591			20,445
Other non-current liabilities		12,935			15,821
Total non-current liabilities		316,071			280,858
Total liabilities		506,798			492,005
Stockholders' equity:
Preferred stock, par value $.01 per share; 10,000 shares authorized; zero shares issued and outstanding		-			-
Common stock, par value $.01 per share; 100,000 shares authorized;  32,692 and 33,945 shares outstanding		670			667
Common stock warrants; 2,851 and 2,851 warrants issued and outstanding		7,310			6,694
Additional paid-in capital		487,530			486,414
Treasury stock, at cost, 34,356 and 32,763 shares		(804,437	)		(757,478	)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax		6			6
Cumulative foreign currency translation adjustments		(23,753	)		(13,386	)
Accumulated earnings		666,582			644,806
Total stockholders' equity		333,908			367,723
Total liabilities and stockholders' equity	$	840,706		$	859,728

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

3

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(in thousands, except per share amounts)

	Quarter Ended						Nine Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Revenues:
Processing and related services	$	143,887		$	140,981		$	429,009		$	419,696
Software and services		23,231			22,079			68,301			72,553
Maintenance		19,842			21,943			57,922			65,340
Total revenues		186,960			185,003			555,232			557,589
Cost of revenues (exclusive of depreciation, shown separately below):
Processing and related services		67,428			69,225			201,455			205,016
Software and services		15,244			17,508			52,912			60,699
Maintenance		9,510			7,737			29,877			24,541
Total cost of revenues		92,182			94,470			284,244			290,256
Other operating expenses:
Research and development		24,941			26,329			76,567			77,773
Selling, general and administrative		34,247			39,036			102,261			113,475
Depreciation		3,723			3,553			11,268			10,479
Restructuring and reorganization charges		846			7,784			1,822			9,041
Total operating expenses		155,939			171,172			476,162			501,024
Operating income		31,021			13,831			79,070			56,565
Other income (expense):
Interest expense		(2,526	)		(2,582	)		(8,431	)		(7,900	)
Amortization of original issue discount		(1,576	)		(1,460	)		(4,639	)		(4,294	)
Interest and investment income, net		278			169			674			607
Other, net		746			106			426			(171	)
Total other		(3,078	)		(3,767	)		(11,970	)		(11,758	)
Income before income taxes		27,943			10,064			67,100			44,807
Income tax provision		(11,196	)		(4,831	)		(28,201	)		(20,480	)
Net income	$	16,747		$	5,233		$	38,899		$	24,327
Weighted-average shares outstanding:
Basic		30,920			32,604			31,087			32,514
Diluted		33,287			33,996			33,241			33,858
Earnings per common share:
Basic	$	0.54		$	0.16		$	1.25		$	0.75
Diluted		0.50			0.15			1.17			0.72
Cash dividends declared per common share:	$	0.1750		$	0.1575		$	0.5250		$	0.4650

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

4

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

(in thousands)

	Quarter Ended						Nine Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Net income	$	16,747		$	5,233		$	38,899		$	24,327
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(8,755	)		(10,260	)		(10,367	)		(6,185	)
Unrealized holding gains on short-term investments arising during period		(6	)		(17	)		-			(7	)
Cash flow hedges:
Unrealized gains on change in fair value of interest rate swap contracts (net of tax effect of $0, $0, $0, and $110)		-			-			-			195
Reclassification adjustment for losses included in net income (net of tax effect of $0, $0, $0, and $(55))		-			-			-			(97	)
Net change in cash flow hedges		-			-			-			98
Other comprehensive loss, net of tax		(8,761	)		(10,277	)		(10,367	)		(6,094	)
Total comprehensive income (loss), net of tax	$	7,986		$	(5,044	)	$	28,532		$	18,233

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

5

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(in thousands)

	Nine Months Ended
	September 30, 2015			September 30, 2014
Cash flows from operating activities:
Net income	$	38,899		$	24,327
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation		11,268			10,479
Amortization		22,353			25,207
Amortization of original issue discount		4,639			4,294
Gain on short-term investments and other		179			973
(Gain) loss on disposition of business operations		767			(222	)
Deferred income taxes		(5,556	)		(25	)
Excess tax benefit of stock-based compensation awards		(2,174	)		(2,044	)
Stock-based employee compensation		15,775			12,250
Changes in operating assets and liabilities, net of acquired amounts:
Trade accounts receivable, net		(1,869	)		(15,559	)
Other current and non-current assets		(6,092	)		(5,866	)
Income taxes payable/receivable		3,588			(1,825	)
Trade accounts payable and accrued liabilities		(3,703	)		(16,369	)
Deferred revenue		6,272			286
Net cash provided by operating activities		84,346			35,906
Cash flows from investing activities:
Purchases of property and equipment		(16,776	)		(21,406	)
Purchases of short-term investments		(107,462	)		(126,982	)
Proceeds from sale/maturity of short-term investments		127,766			146,417
Acquisition of and investments in business, net of cash acquired		(962	)		-
Acquisition of and investments in client contracts		(6,374	)		(4,235	)
Proceeds from the disposition of business operations		-			1,130
Net cash used in investing activities		(3,808	)		(5,076	)
Cash flows from financing activities:
Proceeds from issuance of common stock		1,148			1,053
Payment of cash dividends		(16,811	)		(15,461	)
Repurchase of common stock		(64,995	)		(11,456	)
Payments on acquired asset financing		(829	)		(1,097	)
Proceeds from long-term debt		150,000			-
Payments on long-term debt		(125,625	)		(11,250	)
Payments of deferred financing costs		(2,742	)		-
Excess tax benefit of stock-based compensation awards		2,174			2,044
Net cash used in financing activities		(57,680	)		(36,167	)
Effect of exchange rate fluctuations on cash		(4,405	)		(1,776	)
Net increase (decrease) in cash and cash equivalents		18,453			(7,113	)
Cash and cash equivalents, beginning of period		81,712			82,686
Cash and cash equivalents, end of period	$	100,165		$	75,573
Supplemental disclosures of cash flow information:
Cash paid during the period for-
Interest	$	7,484		$	7,331
Income taxes		30,998			21,718

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

6

CSG SYSTEMS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. GENERAL

We have prepared the accompanying unaudited condensed consolidated financial statements as of September 30, 2015 and December 31, 2014, and for the quarters and nine months ended September 30, 2015 and 2014, in accordance with accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited Condensed Consolidated Financial Statements (the “Financial Statements”) should be read in conjunction with the Consolidated Financial Statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contained in our Annual Report on Form 10-K for the year ended December 31, 2014 (our “2014 10-K”), filed with the SEC. The results of operations for the quarter and nine months ended September 30, 2015 are not necessarily indicative of the expected results for the entire year ending December 31, 2015.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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 September 30, 2015 and December 31, 2014, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks.

As of September 30, 2015 and December 31, 2014, we had $4.9 million and $4.7 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in cash and cash equivalents in our Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”).

Short-term Investments and Other Financial Instruments. Our financial instruments as of September 30, 2015 and December 31, 2014 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value.

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

Primarily all short-term investments held by us as of September 30, 2015 and December 31, 2014 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of September 30, 2015 and December 31, 2014 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the nine months ended September 30, 2015 and 2014 were $127.8 million and $146.4 million, respectively.

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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 our financial assets and liabilities measured at fair value (in thousands):

	September 30, 2015						December 31, 2014
	Level 1			Level 2		Total	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	4,894	$	—	$	4,894	$	9,785	$	—	$	9,785
Commercial paper		—		21,798		21,798		—		12,248		12,248
Short-term investments:
Corporate debt securities		—		64,086		64,086		—		88,494		88,494
Municipal bonds		—		1,352		1,352		—		9,945		9,945
U.S. government agency bonds		—		26,462		26,462		—		11,313		11,313
Asset-backed securities		—		7,705		7,705		—		10,336		10,336
Total	$	4,894	$	121,403	$	126,297	$	9,785	$	132,336	$	142,121

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.  The following table indicates the carrying value and estimated fair value of our debt as of the indicated periods (in thousands):

	September 30, 2015				December 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit agreement (carrying value including current maturities)	$	144,375	$	144,375	$	120,000	$	120,000
Convertible debt (par value)		150,000		207,150		150,000		178,920

The fair value for our credit agreement was estimated using a discounted cash flow methodology, while the fair value for our convertible debt was estimated based upon quoted market prices or recent sales activity, both of which are considered Level 2 inputs.  See Note 4 for discussion regarding the amendment to our credit agreement.

Accounting Pronouncement Issued But Not Yet Effective. The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606).  This ASU is a single comprehensive model which supersedes nearly all existing revenue recognition guidance under U.S. GAAP.  Under the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services.  The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.

In August 2015, the FASB issued ASU 2015-14 Revenue from Contracts with Customers (Topic 606):  Deferral of the Effective Date which defers the effective date of ASU 2014-09 for one year.  The updated accounting guidance is now effective for annual and interim reporting periods in fiscal years beginning after December 15, 2017.  Early adoption is permitted.  An entity may choose to adopt this ASU either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the standard.  

We are currently in the process of evaluating the impact that this new guidance will have on our consolidated financial statements and our method of adoption.

8

3. LONG-LIVED ASSETS

Goodwill. The changes in the carrying amount of goodwill for the nine months ended September 30, 2015, were as follows (in thousands):

January 1, 2015 balance	$	225,269
Adjustments related to prior acquisitions		(45	)
Effects of changes in foreign currency exchange rates		(3,138	)
September 30, 2015 balance	$	222,086

Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of September 30, 2015 and December 31, 2014, the carrying values of these assets were as follows (in thousands):

	September 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	127,042	$	(84,885	)	$	42,157	$	135,488	$	(88,585	)	$	46,903
Software		132,614		(94,328	)		38,286		131,529		(86,797	)		44,732
Total	$	259,656	$	(179,213	)	$	80,443	$	267,017	$	(175,382	)	$	91,635

The total amortization expense related to intangible assets for the third quarters of 2015 and 2014 were $6.8 million and $7.8 million, respectively, and for the nine months ended September 30, 2015 and 2014 were $20.1 million and $23.5 million, respectively. Based on the September 30, 2015 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2015 – $26.4 million; 2016 – $21.3 million; 2017 – $16.1 million; 2018 – $12.7 million; and 2019 – $9.1 million.

4. DEBT

Our long-term debt, as of September 30, 2015 and December 31, 2014, was as follows (in thousands):

	September 30, 2015			December 31, 2014
2015 Credit Agreement:
Term loan, due February 2020, interest at adjusted LIBOR plus 1.75% (combined rate of 2.08% at September 30, 2015)	$	144,375		$	—
$200 million revolving loan facility, due February 2020, interest at adjusted LIBOR plus applicable margin		—			—
2012 Credit Agreement:
Term loan, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus 2.00% (combined rate of 2.25% at December 31, 2014)		—			120,000
$100 million revolving loan facility, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus applicable margin		—			—
Convertible Debt Securities:
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized original issue discount (“OID”) of $9,530 and $14,169, respectively		140,470			135,831
		284,845			255,831
Current portion of long-term debt		(7,500	)		(22,500	)
Total long-term debt, net	$	277,345		$	233,331

2015 Credit Agreement. In February 2015, we entered into an amended and restated $350 million credit agreement with several financial institutions (the “2015 Credit Agreement”) to replace the 2012 Credit Agreement.    

The 2015 Credit Agreement provides borrowings in the form of:  (i) a $150 million aggregate principal five-year term loan (the “2015 Term Loan”); and (ii) a $200 million aggregate principal five-year revolving loan facility (the “2015 Revolver”).  With the $150 million proceeds from the 2015 Term Loan, we repaid the outstanding $120 million balance from term loan under the 2012 Credit Agreement, resulting in a net increase of available cash by $30 million, a portion of which was used to pay certain fees and expenses in connection with the refinancing.

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As a result of the 2015 Credit Agreement, we have pledged assets under a security agreement in favor of a financial institution as collateral agent (the “Security Agreement”).  Under the Security Agreement, all of our domestic subsidiaries have pledged substantially all of their assets to secure the obligations under the 2015 Credit Agreement and related security agreement.

In conjunction with the closing of the 2015 Credit Agreement, we incurred financing costs of $2.7 million.  When combined with the remaining deferred financing costs for the 2012 Credit Agreement, financing costs of $5.9 million have been deferred and are being amortized to interest expense using the effective interest method over the related term of the 2015 Credit Agreement, and financing costs of $0.9 million were recorded in interest expense.

2010 Convertible Notes. Refer to Note 5 in our 2014 10-K for disclosure of the 2010 Convertible Notes’ three contingent conversion features.

As the result of our declaring a cash dividend in August 2015 (see Note 7), the previous conversion rate for the 2010 Convertible Notes of 43.1307 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.19 per share of our common stock) has been adjusted to 43.3794 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.05 per share of our common stock).

Prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time in the fiscal quarter following the period in which the price of our common stock trades over 130% of the conversion price for at least 20 consecutive trading days in the last 30 trading days of a fiscal quarter.  As of June 23, 2015, the closing price of our common stock exceeded 130% of the conversion price for the required period and the 2010 Convertible Notes were convertible at the holder’s option during the quarter beginning July 1, 2015 and ending September 30, 2015; however, none of the 2010 Convertible Notes were converted during this period.  As of September 30, 2015, none of the contingent conversion features were achieved, and thus, the 2010 Convertible Notes are not convertible by the holders.

Upon any conversion of the 2010 Convertible Notes, we will settle our conversion obligation as follows: (i) we are required to 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 can satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash, at our discretion. Based on our September 30, 2015 closing stock price of $30.80 per share, the 2010 Convertible Notes would have had a total settlement value of approximately $200 million.

5. 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 the date of acceptance 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 September 30, 2015, we believe we have adequate reserves, based on our historical experience, to cover any reasonably anticipated exposure as a result of our nonperformance for any past or current arrangements with our clients.

Indemnifications Related to Officers and the Board of Directors. We have agreed to indemnify members of our Board of Directors (the “Board”) and certain of our officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. We maintain directors’ and officers’ (D&O) insurance coverage to protect against such losses. We have not historically incurred any losses related to these types of indemnifications, and are not aware of any pending or threatened

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actions or claims against any officer or member of our Board. As a result, we have not recorded any liabilities related to such indemnifications as of September 30, 2015. 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.

6. EARNINGS PER COMMON SHARE

Basic and diluted earnings per common share (“EPS”) amounts are presented on the face of the accompanying Income Statements.

No reconciliation of the basic and diluted EPS numerators is necessary as net income is used as the numerators for all periods presented.  The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands):

	Quarter Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Basic weighted-average common shares		30,920		32,604		31,087		32,514
Dilutive effect of restricted common stock		571		575		598		565
Dilutive effect of 2010 Convertible Notes		1,664		813		1,454		778
Dilutive effect of Stock Warrants		132		4		102		1
Diluted weighted-average common shares		33,287		33,996		33,241		33,858

In March 2015, we received an initial delivery of 1.3 million shares related our accelerated stock repurchase transaction agreement which reduced our weighted average shares outstanding for purposes of calculating basic and diluted EPS for the first quarter and nine months of 2015 (see Note 7).

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 (see Note 4).

The Stock Warrants have a dilutive effect only in those quarterly periods in which our average stock price exceeds the exercise price of $26.68 per warrant (under the treasury stock method), and are not subject to performance vesting conditions (see Note 7).  

Potentially dilutive common shares related to non-participating unvested restricted stock excluded from the computation of diluted EPS, as the effect was antidilutive, were not material in any period presented.    

7. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board, authorizing us to repurchase our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). In February 2015, our Board approved a 7.5 million share increase in the number of shares authorized for repurchase under the Stock Repurchase Program, bringing the total number of shares authorized to 42.5 million.  During the nine months ended September 30, 2015 and 2014, we repurchased 0.3 million shares of our common stock for $7.0 million (weighted-average price of $27.06 per share) and 0.2 million shares of our common stock for $5.2 million (weighted-average price of $27.26 per share), respectively, under a Securities and Exchange Commission (“SEC”) Rule 10b5-1 Plan.  

In March 2015, we entered into an accelerated share repurchase transaction agreement (the “ASR Agreement”) with a counterparty to repurchase $50 million of our common stock.  We paid $50 million to the counterparty and received an initial delivery of 1.3 million shares of our outstanding common stock for an aggregate value of approximately $40 million.  The initial shares were reflected as treasury stock in the period the shares were delivered.  The remaining amount was recorded as a forward contract indexed to our common stock in additional paid in capital.  The final delivery of shares under the ASR Agreement will be based generally upon the daily volume weighted average price of our common stock during the repurchase period.  At settlement, under certain circumstances, the counterparty may be required to deliver additional shares of common stock to us, or under certain circumstances, we may be required to deliver shares of common stock or cash, at our option, to the counterparty.  Final settlement of the transactions under the ASR Agreement is expected to occur no later than December 2015.  The ASR Agreement meets all the applicable criteria for equity classification, and, therefore, is not accounted for as a derivative instrument.  

As of September 30, 2015, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 7.3 million shares.

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Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, during the nine months ended September 30, 2015 and 2014, we repurchased and then cancelled 0.3 million shares of common stock for $8.0 million and 0.2 million shares of common stock for $6.7 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

CashDividends.  During the third quarter of 2015, the Board approved a quarterly cash dividend of $0.1750 per share of common stock, totaling $5.7 million. During the third quarter of 2014, the Board approved a quarterly cash dividend of $0.1575 per share of common stock, totaling $5.5 million.  Dividends declared for the nine months ended September 30, 2015 and 2014, totaled $17.2 million and $16.0 million, respectively      

Warrants.  In 2014, in conjunction with the execution of an amendment to our current agreement with Comcast Corporation (“Comcast”), we issued stock warrants (the “Warrant Agreement”) for the right to purchase up to approximately 2.9 million shares of our common stock (the “Stock Warrants”) as an additional incentive for Comcast to migrate new customer accounts to ACP. The Stock Warrants have a 10-year term and an exercise price of $26.68 per warrant. As of September 30, 2015, approximately 1.0 million Stock Warrants have vested.         

Upon vesting, the Stock Warrants are recorded as a client incentive asset with the corresponding offset to stockholders’ equity.  The client incentive asset related to the Stock Warrants is amortized as a reduction in processing and related services revenues over the remaining term of the Comcast amended agreement.  As of September 30, 2015, we recorded a client incentive asset related to these Stock Warrants of $7.3 million and have amortized $1.6 million as a reduction in processing and related services revenues.  

The remaining unvested Stock Warrants will be accounted for as client incentive assets in the period the performance conditions necessary for vesting have been met.  As of September 30, 2015, none of the Stock Warrants had been exercised.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the third quarter and nine months ended September 30, 2015 is as follows (shares in thousands):

	Quarter Ended September 30, 2015					Nine Months Ended September 30, 2015
	Shares			Weighted- Average  Grant Date Fair Value		Shares			Weighted- Average  Grant Date Fair Value
Unvested awards, beginning		2,283		$	25.34		2,311			$	22.81
Awards granted		30			31.70		625				29.76
Awards forfeited/cancelled		(41	)		24.04		(82	)			24.01
Awards vested		(228	)		26.60		(810	)			21.75
Unvested awards, ending		2,044		$	25.32		2,044			$	25.32

Included in the awards granted during the nine months ended September 30, 2015, are performance-based awards for 0.1 million 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 third quarter and nine months ended September 30, 2015 are time-based awards, which vest primarily 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 third quarters of 2015 and 2014 of $5.3 million and $4.5 million, respectively, and for the nine months ended September 30, 2015 and 2014 of $15.8 million and $12.3 million, respectively.

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

The information contained in this MD&A should be read in conjunction with the Financial Statements and Notes thereto included in this Form 10-Q and the audited consolidated financial statements and notes thereto in our 2014 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 IA. Risk Factors of this report and in Part I Item 1A. Risk Factors of our 2014 10-K.  Readers are strongly encouraged to review those sections closely in conjunction with MD&A.

Company Overview

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

Our solutions help service providers streamline and scale operations, introduce and adapt products and services to meet changing consumer demands, and address the challenges and opportunities of a dynamically evolving global business environment.  Our broad suite of solutions helps our clients improve their business operations by creating more compelling product offerings and an enhanced customer experience through more relevant and targeted interactions, while at the same time, more efficiently managing the service provider’s cost structure.  Over the years, we have focused our research and development (“R&D”) and acquisition investments on expanding our solution set to address the ever expanding needs of communications service providers to provide a differentiated, real-time, and personal experience for their consumers.  This extensive suite of solutions includes revenue management, content management and monetization, and customer interaction management platforms.  

We generate nearly 70% of our revenues from the North American cable and satellite markets, approximately 25% of our revenues from wireline and wireless communication providers, and the remainder from a variety of other verticals, such as financial services, logistics, and transportation. Additionally, during the nine months ended September 30, 2015, we generated approximately 85% of our revenues from the Americas region, approximately 10% of our revenues from the Europe, Middle East and Africa region, and approximately 5% of our revenues from the Asia Pacific region.

We are a S&P Small Cap 600 company.

Management Overview of Quarterly Results

Third Quarter Highlights.  A summary of our results of operations for the third quarter of 2015, when compared to the third quarter of 2014, is as follows (in thousands, except per share amounts and percentages):  

	Quarter Ended
	September 30, 2015			September 30, 2014
Revenues	$	186,960			$	185,003
Operating Results:
Operating income		31,021				13,831
Operating income margin		16.6	%			7.5	%
Diluted EPS	$	0.50			$	0.15
Supplemental Data:
Restructuring and reorganization charges	$	846			$	7,784
Stock-based compensation		5,387				4,536
Amortization of acquired intangible assets		3,049				3,790
Amortization of OID		1,576				1,460

Revenues.  Our revenues for the third quarter of 2015 were $187.0 million, an increase of 1% when compared to $185.0 million for the same period in 2014. The year-over-year increase in revenues can be primarily attributed to continued strength in our processing

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revenues and increased professional services revenues during the third quarter of 2015, which more than offset $4.1 million of unfavorable foreign currency movements.

Operating Results.  Operating income for the third quarter of 2015 was $31.0 million, or a 16.6% operating income margin percentage, compared to $13.8 million, or a 7.5% operating income margin percentage for the third quarter of 2014, with the increases due primarily to lower operating expenses (driven primarily by a reduction in restructuring and reorganization costs, foreign currency movements, and our focus on cost management).    

Diluted EPS.  Diluted EPS for the third quarter of 2015 was $0.50 compared to $0.15 for the third quarter of 2014, with the increase due mainly to the higher operating income margin, discussed above.  

Cash and Cash Flows.  As of September 30, 2015, we had cash, cash equivalents and short-term investments of $199.8 million, as compared to $194.0 million as of June 30, 2015 and $201.8 million as of December 31, 2014.  Our cash flows from operating activities for the nine months ended September 30, 2015 were $25.8 million.  See the Liquidity section below for further discussion of our cash flows.

Divestiture.  In early September 2015, we sold our cyber-security business, marketed under the Invotas brand, to certain former management personnel.  We retained a minority interest in the business such that we will not include the results of operations from the business in our financial statements subsequent to the divestiture date.  The impact of Invotas to our business prior to the divestiture was not material.  

Significant Client Relationships

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

	Quarter Ended
	September 30, 2015			June 30, 2015			September 30, 2014
Comcast		24	%		23	%		22	%
DISH		14	%		15	%		15	%
Time Warner		12	%		12	%		11	%

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

	As of
	September 30, 2015			June 30, 2015			December 31, 2014
Comcast		25	%		25	%		21	%
DISH		13	%		14	%		13	%
Time Warner		10	%		9	%		12	%

See our 2014 10-K for additional discussion of our business relationships and contractual terms with the above mentioned significant clients.

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

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.

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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; (v) business combinations and asset purchases; and (vi) loss contingencies.  These critical accounting policies, as well as our other significant accounting policies, are discussed in our 2014 10-K.

Results of Operations

Total Revenues.  Total revenues for the:  (i) third quarter of 2015 were $187.0 million, a 1% increase when compared to $185.0 million for the third quarter of 2014; and (ii) nine months ended September 30, 2015 were $555.2 million, a slight decrease when compared to $557.6 million for the nine months ended September 30, 2014.  Both periods were negatively impacted foreign currency movements which had a negative impact of $4.1 million and $10.7 million, respectively, on our revenues for the third quarter and nine months ended September 30, 2015.  The components of total revenues, discussed in more detail below, are as follows (in thousands):

	Quarter Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenues:
Processing and related services	$	143,887	$	140,981	$	429,009	$	419,696
Software and services		23,231		22,079		68,301		72,553
Maintenance		19,842		21,943		57,922		65,340
Total revenues	$	186,960	$	185,003	$	555,232	$	557,589

We use the location of the client as the basis of attributing revenues to individual countries.  Revenues by geographic regions for the third quarters and nine months ended September 30, 2015 and 2014 were as follows (in thousands):

	Quarter Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Americas (principally the U.S.)	$	157,246	$	156,594	$	469,633	$	475,722
Europe, Middle East, and Africa		19,842		19,259		57,962		57,149
Asia Pacific		9,872		9,150		27,637		24,718
Total revenues	$	186,960	$	185,003	$	555,232	$	557,589

Processing and related services revenues.  Processing and related services revenues for the:  (i) third quarter of 2015 increased 2% to $143.9 million, from $141.0 million for the third quarter of 2014; and (ii) nine months ended September 30, 2015 increased 2% to $429.0 million, from $419.7 million for the nine months ended September 30, 2014.  The increases in processing and related services revenues are due mainly to the following key items: (i) growth in our various processing solutions, driven mainly by the increase in customer accounts converted onto our systems, and our content monetization platform; and (ii) growth in our international managed services offering.  These revenue increases more than offset the year-over-year negative currency impact included in processing revenues.    

Additionally, amortization of our client contracts intangible assets related to investments in client contracts (reflected as a reduction of processing and related services revenues) for the: (i) third quarters of 2015 and 2014 were $1.3 million and $1.6 million, respectively; and (ii) nine months ended September 30, 2015 and 2014 were $3.9 million and $4.7 million, respectively.

Software and Services Revenues.  Software and services revenues for the:  (i) third quarter of 2015 increased 5% to $23.2 million, from $22.1 million for the third quarter of 2014; and (ii) nine months ended September 30, 2015 decreased 6% to $68.3 million, from $72.6 million for the nine months ended September 30, 2014. For the third quarter, we experienced an increase in our professional services revenue as a result of the normal fluctuations in project level work completed between quarters, which allowed us to more than offset the unfavorable foreign currency movements.  The year-to-date decrease in revenues is almost entirely related to foreign currency movements.  

Maintenance Revenues.  Maintenance revenues for the: (i) third quarter of 2015 decreased 10% to $19.8 million, from $21.9 million for the third quarter of 2014; and (ii) nine months ended September 30, 2015 decreased 11% to $57.9 million, from $65.3 million for the nine months ended September 30, 2014. These decreases are due mainly to foreign currency movements, the timing of maintenance renewals and related revenue recognition, and pricing reductions experienced on maintenance renewals.

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Total Expenses.  Our operating expenses for the: (i) third quarter of 2015 were $155.9 million, a 9% decrease when compared to $171.2 million for the third quarter of 2014; and (ii) nine months ended September 30, 2015 were $476.2 million, a 5% decrease when compared to $501.0 million for the nine months ended September 30, 2014.  These year-over-year decreases are due mainly to foreign currency movements, a reduction in restructuring and reorganization costs, and our focus on cost management.

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

Cost of Revenues.  See our 2014 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 (Exclusive of Depreciation).  The cost of processing and related services for the: (i) third quarter of 2015 decreased 3% to $67.4 million, from $69.2 million for the third quarter of 2014; and (ii) nine months ended September 30, 2015 decreased 2% to $201.5 million, from $205.0 million for the nine months ended September 30, 2014.  These decreases are mainly due to cost savings initiatives and other decreases in variable costs, and to a lesser degree, favorable foreign currency movements, in the quarter and nine months ended September 30, 2015. Total processing and related services cost as a percentage of our processing and related services revenues for the: (i) third quarters of 2015 and 2014 were 46.9% and 49.1%, respectively; and (ii) nine months ended September 30, 2015 and 2014 were 47.0% and 48.8%, respectively.  

Cost of Software and Services (Exclusive of Depreciation).  The cost of software and services for the: (i) third quarter of 2015 decreased 13% to $15.2 million, from $17.5 million for the third quarter of 2014; and (ii) nine months ended September 30, 2015 decreased 13% to $52.9 million, from $60.7 million for the nine months ended September 30, 2014. These decreases in cost of software and services are primarily due to favorable foreign currency movements, and to a lesser degree, targeted efficiencies and cost improvements within our professional services practice. Total software and services cost as a percentage of our software and services revenues for the: (i) third quarters of 2015 and 2014 were 65.6% and 79.3%, respectively; and (ii) nine months ended September 30, 2015 and 2014 were 77.5% and 83.7%, respectively.

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 contracted 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 services as a percentage of our software and services revenues will likely occur between periods.  

Cost of Maintenance (Exclusive of Depreciation).  The cost of maintenance for the:  (i) third quarter of 2015 increased 23% to $9.5 million, from $7.7 million for the third quarter of 2014; and (ii) nine months ended September 30, 2015 increased 22% to $29.9 million, from $24.5 million for the nine months ended September 30, 2014, with these increases mainly attributed to the reassignment of personnel and the related costs to maintenance projects from other projects, which more than offset the favorable movements in foreign currency between years.  Total cost of maintenance as a percentage of our maintenance revenues for the:  (i) third quarters of 2015 and 2014 were 47.9% and 35.3%, respectively; and (ii) nine months ended September 30, 2015 and 2014 were 51.6% and 37.6%, respectively.    

R&D Expense (Exclusive of Depreciation).  R&D expense for the: (i) third quarter of 2015 decreased 5% to $24.9 million, from $26.3 million for the third quarter of 2014;and (ii) nine months ended September 30, 2015 decreased 2% to $76.6 million, from $77.8 million for the nine months ended September 30, 2014, with the decreases attributed to favorable foreign currency movements.As a percentage of total revenues, R&D expense was 13.3% for the third quarter of 2015 compared to 14.2% for the third quarter of 2014.  

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 business support solutions aimed at improving a providers’ time-to-market for new offerings, flexibility, scalability, and total cost of ownership.  We expect that our R&D investment activities in the near-term will be relatively consistent with previous quarters, with the level of R&D spend highly dependent upon the opportunities that we see in our markets.

Selling, General and Administrative Expense (“SG&A”)(Exclusive of Depreciation).  SG&A expense for the:  (i) third quarter of 2015 decreased 12% to $34.2 million, from $39.0 million for the third quarter of 2014; and (ii) nine months ended September 30, 2015 decreased 10% to $102.3 million, from $113.5 million for the nine months ended September 30, 2014.  The lower sales and marketing costs in the quarter and nine months ended September 30, 2015 reflects:  (i) the financial benefits of the restructuring activities undertaken in 2014 to reduce our sales and marketing costs; (ii) focus on cost management, to include the divestiture of Invotas; and (iii) the impact of foreign currency movements.  Our SG&A costs as a percentage of total revenues for the third quarters of 2015 and 2014 were 18.3% and 21.1%, respectively.

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Restructuring and Reorganization Charges. Restructuring and reorganization charges for the:  (i) third quarter of 2015 were $0.8 million, compared to $7.8 million for the third quarter of 2014; and (ii) nine months ended September 30, 2015 were $1.8 million, compared to $9.0 million for the nine months ended September 30, 2014.  During the third quarter of 2014, we recorded restructuring and reorganization charges of $7.8 million primarily associated with thereorganization of our Content Direct solution to facilitate its alignment across our offerings, including management programs and incentives.

Operating Income. Operating income and operating income margin percentages for the:  (i) third quarter of 2015 was $31.0 million, or 16.6% of total revenues, compared to $13.8 million, or 7.5% of total revenues for the third quarter of 2014; and (ii) nine months ended September 30, 2015 was $79.1 million, or 14.2% of total revenues, compared to $56.6 million, or 10.1% of total revenues for the nine months ended September 30, 2014. The increases in operating income and operating income margin percentage between periods are due primarily to lower operating expenses (driven primarily by foreign currency movements, a reduction in restructuring and reorganization costs, and our focus on cost management), and the scale benefits we are achieving from increasing the number of customer accounts and clients on our solutions.

Income Tax Provision.  The effective income tax rates for the third quarters and nine months ended September 30, 2015 and 2014 were as follows:

Quarter Ended September 30,				Nine Months Ended September 30,
2015		2014		2015		2014
40	%	48	%	42	%	46	%

For the full-year 2015, we are currently estimating an effective income tax rate of 42%, which does not include any benefit from R&D tax credits generated during the year, as they have not yet received Congressional approval.  If enacted prior to the end of the year, we would include those income tax benefits in our 2015 effective income tax rate.

Liquidity

Cash and Liquidity

As of September 30, 2015, our principal sources of liquidity included cash, cash equivalents, and short-term investments of $199.8 million, compared to $194.0 million as of June 30, 2015 and $201.8 million as of December 31, 2014.  We generally invest our excess cash balances in low-risk, short-term investments to limit our exposure to market and credit risks.  

As part of our 2015 Credit Agreement, we have a $200 million senior secured revolving loan facility with a syndicate of financial institutions that expires in February 2020.  As of September 30, 2015, there were no borrowings outstanding on the 2015 Revolver.  The 2015 Credit Agreement contains customary affirmative covenants and financial covenants.  As of September 30, 2015, and the date of this filing, we believe that we are in compliance with the provisions of the 2015 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):

	September 30, 2015		December 31, 2014
Americas (principally the U.S.)	$	163,388	$	175,070
Europe, Middle East and Africa		30,205		22,098
Asia Pacific		6,177		4,632
Total cash, equivalents and short-term investments	$	199,770	$	210,800

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 September 30, 2015, we had $4.9 million of cash restricted as to use to collateralize outstanding letters of credit.

Cash Flows From Operating Activities

We calculate our cash flows from operating activities in accordance with GAAP, beginning with net income, adding back the impact of non-cash items or non-operating activity (e.g., depreciation, amortization, amortization of OID, impairments, deferred income taxes, stock-based compensation, etc.), and then factoring in the impact of changes in operating assets and liabilities.  See our 2014 10-K for a description of the primary uses and sources of our cash flows from operating activities.  

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Our 2015and 2014net cash flows from operating activities, broken out between operations and changes in operating assets and liabilities, for each of the three quarters ended are as follows (in thousands):

	Operations		Changes in Operating Assets and Liabilities			Net Cash Provided by (Used In) Operating Activities – Totals
Cash Flows from Operating Activities:
2015:
March 31	$	26,193	$	(7,257	)	$	18,936
June 30		26,770		12,806			39,576
September 30		33,187		(7,353	)		25,834
Year-to-date total	$	86,150	$	(1,804	)	$	84,346
2014:
March 31	$	27,983	$	(36,561	)	$	(8,578	)
June 30		24,804		43			24,847
September 30		22,452		(2,815	)		19,637
Year-to-date total	$	75,239	$	(39,333	)	$	35,906

Cash flows from operating activities for the quarters ended March 31, 2015 and 2014 reflect the negative impacts of the payment of year-end accrued employee incentive compensation related to 2014 and 2013, respectively. In addition, cash flows from operations for the quarter ended March 31, 2014 was negatively impacted by the increase in the accounts receivable balance primarily related to the timing around certain monthly client payments that were received after the quarter ended.

We believe the above table illustrates our ability to generate recurring quarterly cash flows from our operations, and the importance of managing our working capital items. The variations in our net cash provided by (used in) operating activities are related mostly to the changes in our operating assets and liabilities (related mostly to fluctuations in timing at quarter-end of client payments and changes in accrued expenses), and generally over longer periods of time, do not significantly impact our cash flows from operations.

Significant fluctuations in key operating assets and liabilities between 2015 and 2014 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 consistently strong quarterly cash flows from operating activities.  Our billed trade accounts receivable balance includes significant billings for several non-revenue items (primarily postage, sales tax, and deferred revenue items).  As a result, we evaluate our performance in collecting our accounts receivable through our calculation of days billings outstanding (“DBO”) rather than a typical days sales outstanding (“DSO”) calculation.  DBO is calculated by taking the average monthly net trade accounts receivable balance for the period divided by the billings for the period (including non-revenue items).

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
2015:
March 31	$	183,283	$	(3,187	)	$	180,096	64
June 30		176,206		(3,937	)		172,269	65
September 30		181,225		(3,878	)		177,347	62
2014:
March 31	$	198,840	$	(3,104	)	$	195,736	64
June 30		194,413		(2,798	)		191,615	69
September 30		193,760		(2,736	)		191,024	70

The increases in gross and net billed accounts receivable at March 31, 2014 and June 30, 2014 are primarily related to the timing around certain recurring customer payments that were delayed at each quarter end, thus negatively impacting our DBO for the second quarter of 2014.  

18

As a global provider of software and professional services, a portion of our accounts receivable balance relates to clients outside the U.S.  As a result, this diversity in the geographic composition of our client base may adversely impact our DBOs 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.

Unbilled Trade Accounts Receivable

Revenue earned and recognized prior to the scheduled billing date of an item is reflected as unbilled accounts receivable.  Our unbilled accounts receivable as of the end of the indicated periods are as follows (in thousands):

	2015		2014
March 31	$	44,281	$	39,541
June 30		47,216		39,592
September 30		46,795		39,513

The unbilled accounts receivable balances above are primarily the result of several transactions with various milestone and contractual billing dates which have not yet been reached.  Unbilled accounts receivable are an inherent characteristic of certain software and professional services transactions and may fluctuate between quarters, as these type of transactions typically have scheduled invoicing terms over several quarters, as well as certain milestone billing events.

Deferred Revenue

Total deferred revenue (current and non-current) increased $4.5 million to $54.1 million as of September 30, 2015, from $49.7 million as of December 31, 2014, mainly as the result of annual recurring services that are typically billed in the first half of each year.

Other Assets

Total other assets (current and non-current) increased $7.2 million to $51.8 million as of September 30, 2015, from $44.6 million as of December 31, 2014, mainly as the result of annual prepaid hardware and software maintenance fees.

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 nine months ended September 30, 2015 and 2014, we purchased $107.5 million and $127.0 million, respectively, and sold (or had mature) $127.8 million and $146.4 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 nine months ended September 30, 2015 and 2014, for property and equipment, and investments in client contracts were as follows (in thousands):

	Nine Months Ended September 30,
	2015		2014
Property and equipment	$	16,776	$	21,406
Client contracts		6,374		4,235

The property and equipment expenditures during the nine months ended September 30, 2015 consisted principally of investments in: (i) computer hardware, software, and related equipment; (ii) facilities and internal infrastructure items; and (iii) statement production equipment.

The investments in client contracts for the nine months ended September 30, 2015 and 2014 relate to client incentive payments ($1.5 million and $3.0 million, respectively), and the deferral of costs related to conversion/set-up services provided under long-term processing contracts ($4.9 million and $1.2 million, respectively).

19

Cash Flows From Financing Activities

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

Cash Dividends Paid on Common Stock.  During the nine months ended September 30, 2015 and 2014, we made dividend payments totaling $16.8 million and $15.5 million, respectively.

Repurchase of Common Stock.  During the nine months ended September 30, 2015 and 2014, we repurchased approximately 0.3 million and 0.2 million shares of our common stock under the guidelines of our Stock Repurchase Program for approximately $7 million and $5 million, respectively. Additionally, we entered into an ASR Agreement to repurchase $50 million of our common stock, which was paid to a counterparty in March 2015.  

Outside of our Stock Repurchase Program, during the nine months ended September 30, 2015 and 2014, we repurchased from our employees and then cancelled approximately 0.3 million and 0.2 million shares of our common stock during each period for $8.0 million and $6.7 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 nine months ended September 30, 2015, we amended our 2012 Credit Agreement and as a result, we repaid the outstanding principal balance of $120.0 million and borrowed $150.0 million under the 2015 Credit Agreement, resulting in a net increase of available cash of $30 million.  As part of the refinancing, we paid $2.7 million of deferred financing costs.  Additionally, during the nine months ended September 30, 2015 and 2014, we made principal repayments of $5.6 million and $11.3 million, respectively.

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 September 30, 2015, we had cash, cash equivalents, and short-term investments of $199.8 million, of which approximately 80% is in U.S. Dollars and held in the U.S. We have $4.9 million of restricted cash, used primarily to collateralize outstanding letters of credit. For the remainder of the monies denominated in foreign currencies and/or located outside the U.S., we do not anticipate any material amounts being unavailable for use in running our business.

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

· Revolving Loan Facility. As of September 30, 2015, we had a $200 million revolving loan facility, the 2015 Revolver, with a syndicate of financial institutions. As of September 30, 2015, we had no borrowings outstanding on our 2015 Revolver and had the entire $200 million available to us.  The 2015 Credit Agreement provides us with additional capital capacity, and greater flexibility to manage our capital structure over the next five years, including options to settle our convertible debt either upon conversion by holders or upon maturity in early 2017.  Our long-term debt obligations are discussed in more detail in Note 4 to our Financial Statements.

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

· Common Stock Repurchases. We have made repurchases of our common stock in the past under our Stock Repurchase Program. During the nine months ended September 30, 2015, we repurchased 0.3 million shares of our common stock for $7.0 million (weighted-average price of $27.06 per share) under our Stock Repurchase Program.

In February 2015, we announced an increase in our planned share repurchases of up to $150 million under our Stock Repurchase Program over the next three years.  Under our Stock Repurchase Program, we may repurchase shares in the open market or in privately negotiated transaction, including through an accelerated stock repurchase plan or under a SEC Rule 10b5-1 plan.  The actual timing and amount of the share repurchases will be dependent on then current market conditions and other business-related factors over the next three years.

In March 2015, we entered into an ASR Agreement with a counterparty to repurchase $50 million of our common stock. The final delivery of shares under the ASR Agreement will be based generally upon the daily volume weighted average price of our common stock during the repurchase period.  At settlement, under certain circumstances, the counterparty may be required to deliver additional shares of common stock to us, or under certain circumstances, we may be required to deliver shares of common stock or cash, at our option, to the counterparty.  Final settlement of the transactions under the ASR Agreement is expected to occur no later than December 2015.

As of September 30, 2015, we had 7.3 million shares authorized for repurchase remaining under our Stock Repurchase

20

Program. Our 2015 Credit Agreement places certain limitations on our ability to repurchase our common stock.Our common stock repurchases are discussed in more detail in Note 7 to our Financial Statements.

· Cash Dividends. During the nine months ended September 30, 2015, the Board approved dividend payments totaling $17.2 million. Going forward, we expect to pay cash dividends each year in March, June, September, and December, with the amount and timing subject to the Board’s approval.

· Acquisitions. As part of our growth strategy, we are continually evaluating potential business and/or asset acquisitions and investments in market share expansion with our existing and potential new clients.

· Capital Expenditures. During the nine months ended September 30, 2015, we spent $16.8 million on capital expenditures. At this time, we expect our 2015 capital expenditures to be relatively consistent with that of 2014. As of September 30, 2015, we have made no significant capital expenditure commitments.

· Investments in Client Contracts. In the past, we have provided incentives to new or existing U.S. processing clients to convert their customer accounts to, or retain their customer’s accounts on, our customer care and billing solutions. During the nine months ended September 30, 2015, we made client incentive payments of $6.4 million. As of September 30, 2015, we had commitments to make $1.5 million of client incentive payments in 2016.

We have issued stock warrants to Comcast (the “Warrant Agreement”) for the right to purchase up to approximately 2.9 million shares of our common stock (the “Stock Warrants”) as an additional incentive for Comcast to migrate new customer accounts to ACP. Once vested, Comcast may exercise the Stock Warrants and elect either physical delivery of common shares or net share settlement (cashless exercise).  Alternatively, the exercise of the Stock Warrants may be settled with cash based solely on our approval, or if Comcast were to beneficially own or control in excess of 19.99% of the common stock or voting of the Company.  As of September 30, 2015, approximately 1 million Stock Warrants have vested based on the terms of the Warrant Agreement, and none of these Stock Warrants have been exercised to date.    

· Long-Term Debt. As of September 30, 2015, our long-term debt consisted of the following:  (i) 2010 Convertible Notes with a par value of $150.0 million; and (ii) 2015 Credit Agreement term loan borrowings of $144.4 million.  

Prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time in the fiscal quarter following the period in which the price of our common stock trades over 130% of the conversion price for at least 20 consecutive trading days in the last 30 trading days of a fiscal quarter.  As of June 23, 2015, the closing price of our common stock exceeded 130% of the conversion price for the required period, thus allowing the 2010 Convertible Notes to be converted at the holder’s option during the quarter beginning July 1, 2015 and ending September 30, 2015; however, none of the 2010 Convertible Notes were converted during this period.  As of September 30, 2015, none of the contingent conversion features were achieved, and thus, the 2010 Convertible Notes are not convertible by the holders.  

Upon any conversion of the 2010 Convertible Notes, we will settle our conversion obligation as follows:  (i) we are required to 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 can satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash, at our discretion.  Based on our September 30, 2015 closing stock price of $30.80 per share, the 2010 Convertible Notes would have had a total settlement value of approximately $200 million.  Our cash debt service for the 2010 Convertible Notes for 2015 is $4.5 million of interest payments.

Our 2015 Credit Agreement mandatory repayments and cash interest expense (based upon current interest rates) for 2015 is $7.5 million, and $3.5 million, respectively. We have the ability to make prepayments on our 2015 Credit Agreement without penalty.  

Our long-term debt obligations are discussed in more detail in Note 4 to our Financial Statements.  

In summary, we expect to continue to have material needs for capital resources going forward, as noted above. We believe that our current cash, cash equivalents and short-term investments balances and our 2015 Revolver, together with cash expected to be generated in the future from our current operating activities, will be sufficient to meet our anticipated capital resource requirements for at least the next 12 months. We also believe we could obtain additional capital through other debt sources which may be available to us if deemed appropriate.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices. As of September 30, 2015, we are exposed to various market risks, including changes in interest rates, fluctuations and changes in the market value of our cash equivalents and short-term investments, and changes in foreign currency exchange rates. We have not historically entered into derivatives or other financial instruments for trading or speculative purposes.

21

Interest Rate Risk

Long-Term Debt. The interest rate on our 2010 Convertible Notes is fixed, and thus, as it relates to our convertible debt borrowings, we are not exposed to changes in interest rates.

The interest rates under our 2015 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 4 to our Financial Statements for further details of our long-term debt.

A hypothetical adverse change of 10% in the September 30, 2015 adjusted LIBOR rate would not have had a material impact upon our results of operations.

Market Risk

Cash Equivalents and Short-term Investments. Our cash and cash equivalents as of September 30, 2015 and December 31, 2014 were $100.2 million and $81.7 million, respectively. Certain of our cash balances are “swept” into overnight money market accounts on a daily basis, and at times, any excess funds are invested in low-risk, somewhat longer term, cash equivalent instruments and short-term investments. Our cash equivalents are invested primarily in institutional money market funds, commercial paper, and time deposits held at major banks. We have minimal market risk for our cash and cash equivalents due to the relatively short maturities of the instruments.

Our short-term investments as of September 30, 2015 and December 31, 2014 were $99.6 million and $120.1 million, respectively. Currently, we utilize short-term investments as a means to invest our excess cash only in the U.S. The day-to-day management of our short-term investments is performed by a large financial institution in the U.S., using strict and formal investment guidelines approved by our Board. 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.

Long-Term Debt.  The fair value of our 2010 Convertible Notes is exposed to market risk.  We do not carry the 2010 Convertible Notes at fair value but present the fair value for disclosure purposes (see Note 2 to our Financial Statements).  Generally, the fair value of the 2010 Convertible Notes is impacted by changes in interest rates and changes in the price and volatility of our common stock.  As of September 30, 2015, the fair value of the 2010 Convertible Notes was estimated at $207.2 million using quoted market prices.  

Foreign Currency Exchange Rate Risk.

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

During the nine months ended September 30, 2015, we generated approximately 88% of our revenues in U.S. dollars. We expect that, in the foreseeable future, we will continue to generate a very large percentage of our revenues in U.S. dollars.

As of September 30, 2015 and December 31, 2014, 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):

	September 30, 2015					December 31, 2014
	Monetary Liabilities			Monetary Assets		Monetary Liabilities			Monetary Assets
Pounds sterling	$	-		$	2,190	$	(72	)	$	2,460
Euro		(112	)		8,824		(107	)		8,135
U.S. Dollar		(606	)		13,517		(361	)		15,639
Other		(67	)		1,977		(11	)		2,388
Totals	$	(785	)	$	26,508	$	(551	)	$	28,622

A hypothetical adverse change of 10% in the September 30, 2015 exchange rates would not have had a material impact upon our results of operations based on the monetary assets and liabilities as of September 30, 2015.

22

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.

23

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

A discussion of our risk factors can be found in Item 1A.  Risk Factors in our 2014 Form 10-K.  As a result of Comcast’s April 2015 announcement to terminate their acquisition of Time Warner, we amended two risk factors in our Quarterly Report on Form 10-Q for the period ended March 31, 2015 (“Q1-15 Form 10-Q”) to eliminate the language addressing the proposed acquisition of Time Warner by Comcast, and any related impact to our business.  There were no material changes to the risk factors disclosed in our 2014 Form 10-K and Q1-15 Form 10-Q during the third quarter of 2015.

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 third quarter of 2015 by CSG Systems International, Inc. or any “affiliated purchaser” of CSG Systems International, Inc., as defined in Rule 10b-18(a)(3) under the Exchange Act.

Period	Total Number of Shares Purchased (1) (2)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs (2)
July 1 – July 31		66,762	$	31.02		-		7,305,247
August 1 – August 31		1,943		31.71		-		7,305,247
September 1 – September 30		265		30.32		-		7,305,247
Total		68,970	$	31.04		-

(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.

(2) See Note 7 to our Financial Statements for additional information regarding our share repurchases.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

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

24

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: November 5, 2015

CSG SYSTEMS INTERNATIONAL, INC.

/s/ Peter E. Kalan 

Peter E. Kalan

Chief Executive Officer

(Principal Executive Officer)

/s/ Randy R. Wiese

Randy R. Wiese

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Rolland B. Johns

Rolland B. Johns

Chief Accounting Officer

(Principal Accounting Officer)

25

CSG SYSTEMS INTERNATIONAL, INC.

INDEX TO EXHIBITS

Exhibit Number	Description
10.22Q*	Seventeenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.23AO*	Forty-Ninth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network L.L.C.
10.23AP*	Fiftieth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network L.L.C.
10.24AT*	Third Amendment to the Amended and Restated Processing and Production Services Agreement between CSG Systems, Inc. and Time Warner Cable Enterprises LLC
10.24AU*	Ninety-Second Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.
10.24AV*	Ninety-Sixth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.
31.01	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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

26

EX-10.22Q

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 10.22Q

SEVENTEENTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

csg SYSTEMS, INC.

AND

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC

This SEVENTEENTH 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 CSG Master Subscriber Management System Agreement (CSG document #2501940) with an effective date of March 1, 2013 (the “Agreement”) and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the Parties, any subsequent reference to the Agreement between the Parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following:

1. (a)Customer desires to utilize the services of CSG’s Professional Services Group to design, develop, and implement a solution that will filter offensive language that is added or updated in CSG’s Advanced Convergent Platform (ACP).

(b) As of the Amendment Effective Date, Schedule F, Fees, Section IV. Ancillary Products and Services, Subsection A. Titled “Ancillary services for Non-Rated Video and Non-Rated High-Speed Data and Residential Voice Services” is hereby amended to add a new Subsection 9. titled “Offensive Language Filter Solution,” as follows:

Description of Item/Unit of Measure	Frequency	Fee
9. CSG Offensive Language Filter Solution (Note 1)
a)  Production Support and Maintenance Fee (Note 2) (Note 3)	*******	$********
b)  Application hosting (Note 4)	*******	$********

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

Note 2: Production Support will commence after the deployment of Offensive Language Filter Solution to production. Production Support is limited to ****** (**) ***** *** *****. Additional fees will be charged for hours exceeding this ******* limit and will be set forth in a separate Statement of Work or Letter of Authorization.

Note 3: The ******* Production Support and Maintenance fee cover post deployment support, including answering functional questions and resolving Customer reported concerns, CSG operating support and operating systems software licensing.  CSG will be responsible for resolution of Offensive Language Filter Solution defects. Future enhancement and changes to the solution will be set forth in a mutually agreeable Statement of Work.  Future enhancements include, but are not limited to, changing the solution to operate with systems other than ACP®.  Production Support and Maintenance is intended to address production issues only and does not include pre-release testing, or any changes to the Offensive Language Filter Solution required by the use of new features, functions, products, or substantive configuration changes.  The ******* Production Support and Maintenance fee also covers retention of the data for a period not to exceed ***** (**) ****.  Data retention beyond ***** (**) **** is subject to additional fees which will be quoted as requested by Customer.

Note 4:  The application hosting fees contemplate *** (*) *******. If volumes require, additional ******* due to increased capacity or usage, determined in CSG’s sole discretion, the Parties shall enter into a mutually agreed Statement of Work and amendment to add the ******* and related fees.  In the event Customer does not agree to the additional *******, Customer understands and acknowledges the functionality may be impacted.  ******** **** ******** ******* are assumed to be required to handle the volume.

The fees set forth in the fee table above are subject to increase pursuant to Section 5.4, Adjustment to Fees, of the Agreement.

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

2. (a)Customer desires to utilize the services of CSG to add and support additional named users for CSG Vantage® Reporting Dashboards on any existing and future CSG Vantage® Reporting Dashboard application in use by the Customer.  The CSG Vantage® Reporting Dashboard provides Customer with named user ID’s to be used by the Customer to access the CSG Vantage® Reporting Dashboard applications that have been developed and implemented by CSG under a mutually agreed upon Statement of Work.

(b) As of the Amendment Effective Date, Schedule F, Section IV. Ancillary Products and Services, Subsection A. titled “Ancillary Services for Non-Rated Video and Non-Rated High-Speed Data and Residential Voice Services,” is hereby amended to add a new Subsection 10 titled “CSG Vantage® Reporting Dashboard End User Licensing,” a new Subsection 11 titled “CSG Vantage® Reporting Dashboard Support & Maintenance,” and a new Subsection 12 titled “CSG Vantage® Archives for Reporting Dashboard” as follows:

Description of Item/Unit of Measure		Frequency	Fee
10.  CSG Vantage®  Reporting Dashboard End User Licensing
a)CSG Vantage Reporting Dashboard Single Named User ID (*** ***** ******** **** *** ****** ******* ********* *********)(Note 1) (Note 2)		*******	$*****
11.  CSG Vantage® Reporting Dashboard Support & Maintenance (Note 2) (Note 4)
Dashboard Complexity Tier	Number of Data Sources	Frequency	Fee
******	*** (*)	*******	$******
************	*** (*)	*******	$******
*******	***** (*) or more	*******	** *****
12.  CSG Vantage® Archives for Reporting Dashboard (Note 5)
a)Per ******** of data storage in CSG Vantage Archives for Reporting Dashboard		*******	$********

Note 1: Design, development and implementation services will be set forth in a mutually agreeable Statement of Work (CSG#2503499).

Note 2: The monthly End User License fees for the initial **** (*) ***** ***** **’s for the CSG Dynamic Triggering Reporting Dashboard as well as the Support and Maintenance fees are included in the CSG Dynamic Triggering Solution Production Support and Maintenance Fee as defined in the Agreement.

Note 4: The Dashboard Complexity Tiers are defined per unique dashboard implementation. The use of Customer or 3rd party data sources will need to be mutually agreed upon on how they are loaded into a dashboard and considered complex.  Dashboards can move through the tiers as additional requests are developed.

Note 5: Standard retention period for CSG Vantage Archives is ***** (*) *****.  Any change in the standard retention period shall be mutually agreed upon between CSG and Customer and defined in the Agreement.

The fees set forth in the fee table above are subject to increase pursuant to Section 5.4, Adjustment to Fees, of the Agreement.

3. (a)Customer desires to utilize the services of CSG’s Professional Services Group to design, develop, and implement a solution that will perform a custom edit to automatically clear and disable entry of the technician number on rescheduled jobs in Order Work Flow.

(b) As of the Amendment Effective Date, Schedule F, Fees, Section IV. Ancillary Products and Services, Subsection A. Titled “Ancillary services for Non-Rated Video and Non-Rated High-Speed Data and Residential Voice Services” is hereby amended to add a new Subsection 13. titled “Clear and Disable Tech Number-Rescheduled Jobs in Order Work Flow,” as follows:

Description of Item/Unit of Measure	Frequency	Fee
13. Clear and Disable Tech Number-Rescheduled Jobs in Order Work Flow (Note 1)
a)  Production Support and Maintenance Fee (Note 2) (Note 3)	******	$*********

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

Note 2: Production Support will commence after the deployment of the Clear and Disable Tech Number Solution to production.  Production Support is limited to *** ******* (***) ***** *** ****.  Additional fees will be charged for hours exceeding this ****** limit and will be set forth in a separate Statement of Work or Letter of Authorization

Note 3:  The ****** Production Support and Maintenance fee covers post deployment support, including answering functional questions and resolving Customer reported concerns, CSG operating support and operating systems software licensing.  CSG will be responsible for resolution of solution defects.  Future enhancement and changes to the solution will be set forth in a mutually agreeable Statement of Work.  Future enhancements include, but are not limited to, changing the solution to operate with systems other than ACSR®.  Production Support and Maintenance is intended to address production issues only and does not include pre-release testing, or any changes to the solution required by the use of new features, functions, products, or substantive configuration changes.

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

The fees set forth in the fee table above are subject to increase pursuant to Section 5.4, Adjustment to Fees, of the Agreement.

4. (a)Customer desires to utilize the services of CSG’s Professional Services Group to design, develop, and implement a solution that will send a warning message to Customer’s Account Executives that removing an equipment package may disable equipment for the subscriber.

(b) As of the Amendment Effective Date, Schedule F, Fees, Section IV. Ancillary Products and Services, Subsection A. Titled “Ancillary services for Non-Rated Video and Non-Rated High-Speed Data and Residential Voice Services” is hereby amended to add a new Subsection 14. titled “Disabled Equipment Warning,” as follows:

Description of Item/Unit of Measure	Frequency	Fee
14. Disabled Equipment Warning (Note 1)
a)  Production Support and Maintenance Fee (Note 2) (Note 3)	******	$*********

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

Note 2: Production Support will commence after the deployment of the Disabled Equipment Warning Solution to production.  Production Support is limited to *** ******* ***** (***) ***** *** ****.  Additional fees will be charged for hours exceeding this ****** limit and will be set forth in a separate Statement of Work or Letter of Authorization

Note 3:  The ****** Production Support and Maintenance fee covers post deployment support, including answering functional questions and resolving Customer reported concerns, CSG operating support and operating systems software licensing.  CSG will be responsible for resolution of solution defects.  Future enhancement and changes to the solution will be set forth in a mutually agreeable Statement of Work.  Future enhancements include, but are not limited to, changing the solution to operate with systems other than ACSR®.  Production Support and Maintenance is intended to address production issues only and does not include pre-release testing, or any changes to the solution required by the use of new features, functions, products, or substantive configuration changes.

The fees set forth in the fee table above are subject to increase pursuant to Section 5.4, Adjustment to Fees, of the Agreement.

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

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)	CSG SYSTEMS, INC.(“CSG”)
By: /s/ Peter Kiriacoulacos	By:  /s/ Peter E. Kalan
Name: Peter Kiriacoulacos	Name:  Peter E. Kalan
Title:  Executive Vice President &Chief Procurement             Officer	Title:  Chief Executive Officer
Date:  7-21-15	Date:  7/16/15

EX-10.23AO

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 10.23AO

FORTY-NINTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

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

CSG and Customer agree as follows as of the Effective Date:

1. Customer desires to use and CSG agrees to provide Customer with pre-sort mail services which utilize the services of a third-party pre-sort provider to comingle Customer’s mail with other mail in order to receive postage discounts for printed mail pieces (the “Pre-Sort Mail Services”).  Therefore, the Agreement shall be amended to provide Pre-Sort Mail Services subject to the foregoing provisions:

a. Customer authorizes CSG to subcontract with a third-party pre-sort provider (the “Pre-Sort Provider”) to provide the Pre-Sort Mail Services. CSG is responsible and liable for the Pre-sort Provider’s acts or omissions in performing Pre-Sort Mail Services on the same basis as if such act or omission had been the act or omission of CSG.  

b. Customer authorizes CSG to provide the Pre-Sort Mail Services for *** (*) and *** (*) ***** mail pieces only.

c. Customer and CSG agree the Pre-Sort Mail Services fees provided to Customer in connection with Customer’s use and CSG’s provision of Pre-Sort Mail Services, as set forth in SCHEDULE F, “FEES,” as amended by this Amendment, are provided based upon a negotiated rate.  As a result, the terms of Section 4 entitled “Increase in Fees” and Section 2 entitled “Postage” of EXHIBIT A-3, Print and Mail Services, of the Agreement are not applicable to the Pre-Sort Mail Services.

d. CSG and Customer agree either party may terminate the provision or use of the Pre-Sort Mail Services upon providing no less than ****** (**) **** written notice prior to the effective date of termination to the other party in accordance with Section 30 of the Agreement. In the event of a breach by CSG of its obligations pursuant to the Agreement, Customer may terminate the provision and use of the Pre-Sort Mail Services *********** upon written notice to CSG, with a copy to the V.P. of CSG’s Strategic Business Unit, and, as soon as commercially reasonable, but in no event less than ****** (**) **** of CSG’s receipt of such notice, CSG shall begin providing the internal pre-sort mail services that were provided by CSG to Customer prior to the Effective Date.  The parties agree upon any termination of Pre-Sort Mail Services, postage and its related fees as provided in SCHEDULE F, “FEES,” CSG SERVICES, Section III. A. Print and Mail Services, subsection IX entitled “Postage,” items A-D of the Agreement shall be applicable.

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

e. Customer and CSG agree, as a result of amending the Agreement to provide Pre-Sort Mail Services, the performance standards set forth inSCHEDULE G, Performance Standards and Remedies, Section 2.8 entitled “Statement Processing” of the Agreementshall be deleted in its entirety and replaced as follows: 

2.8(a)  Statement Processing.  For the term of the Agreement, CSG shall provide Customer a ***** (*) ******** *** ********** following ***** ********** ****** **** percent (**%) of the time ******** **** * ******* basis and a **** (*) ******** *** ********** following ***** ********** *** ******* percent (***%) of the time.  The performance standards set forth in this Section 2.8 shall apply to all of Customer’s production system prins.  In the event CSG is required to provide a ******* *** ******* ********** ******* ****** **********, CSG shall complete the ******* ******* by the ****** (*) ******** *** following ***** ********** *** ******* percent (***%) of the time.  For purposes of this section a business day shall not include Sundays, and federally observed holidays.

(b) Pre-Sort Mail Services.  For the provision of Pre-Sort Mail Services, CSG shall provide Customer a **** (*) ******** *** ********** following ***** ********** ****** **** percent (**%) of the time ******** **** * ******* ***** and a **** (*) ******** *** ********** following ***** ********** *** ******* percent (***%) of the time.  The performance standards set forth in this Section 2.8 shall apply to all of Customer’s production system prins using Pre-Sort Mail Services.  In the event CSG is required to provide a ******* *** ******* ********** ******* ****** **********, CSG shall complete the ******* ******* by the ***** (*) ******** *** following ***** ********** *** ******* percent (***%) of the time.  For purposes of this section a business day shall not include Saturdays, Sundays, and federally observed holidays.

f. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN SECTION 17 OF THE AGREEMENT, CUSTOMER AND CSG AGREE THAT EXCEPT FOR LIABILITIES ARISING OUT OF OR INCURRED IN CONNECTION WITH CSG’S (INCLUDING, FOR CLARITY AND WITHOUT LIMITATION, THE PRE-SORT PROVIDER’S) (I) *****; OR (II) *************** ***********, INCLUDING BUT NOT LIMITED TO THE *************** *********** SET FORTH IN SECTION ** (************) OR SECTION ** (***************) OF THE AGREEMENT, IN NO EVENT SHALL CSG’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING AS A RESULT OF CSG’S (INCLUDING, FOR CLARITY AND WITHOUT LIMITATION, THE PRE-SORT PROVIDER’S) PROVISION OF PRE-SORT MAIL SERVICES EXCEED THE TOTAL ******** PROVIDED TO ******** BY CSG AS PROVIDED IN SCHEDULE F, SUBSECTION IX. POSTAGE, SECTION E. PRE-SORT MAIL, FOR PRE-SORT MAIL SERVICES IN THE ****** (**) ****** IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO CUSTOMER’S CLAIM; PROVIDED HOWEVER, THAT IF CUSTOMER HAS RECEIVED THE PRE-SORT MAIL SERVICES FOR LESS THAN ****** (**) ****** SUCH AMOUNT SHALL BE NO LESS THAN $**********; PROVIDED, FURTHER, THAT NOTWITHSTANDING THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 1(F), CSG AGREES TO EXTEND TO CUSTOMER THE ************ OF ANY *************** PROVIDED BY THE ***************** TO CSG IN CONNECTION WITH THE ************************** OF ITS AGREEMENT WITH CSG RELATED TO THE PRE-SORT MAIL SERVICES.

g. CSG and Customer agree for the purposes of Pre-Sort Mail Services, in the event that:

(i) U.S. Postal Service (“USPS”) Rates increase, CSG shall notify ******** ** **** ** ************ ********** of such increase and such fees shall ****** ********* **** *** ********* **** ** **** ******** as determined by the USPS, unless ******** ******* ** **** *** ******** ** ********** **** *** ********** *** ***** ** **** ******* *(*); or

(ii) CSG decreases the pre-sort discount set forth in Section 4, below (the “Pre-Sort Discount”) to ******** in ******** **** or ******** thereafter in ********, CSG agrees to provide ******** with ****** (**) **** prior written notice before such Pre-Sort Discount decrease becomes effective, and such Pre-Sort Discount shall ****** ********* ****** ******** ******* ** **** ***-**** ******** ******** ** ********** **** **** ******* *(*).  

(iii)  Customer objects to any USPS fee increase or Pre-Sort Discount decrease described in this Section 1(g), ******** ***** ******* *** **** ****** ** *********** in accordance with ******* *(*) of this Amendment within ******* (**) **** of ********’s ******* ** ***’s ****** ** **** *** ******** ** ***-**** ******** ********.  In the event that Customer objects to any USPS fee increase or Pre-Sort Discount decrease and ******** * *********** ****** ** *** ** ********** **** **** ******* *(*), ******** ***** *** ** ******* ** **** *** *******.

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

2. SCHEDULE A, “Services,” of the Agreement is hereby AMENDED by adding “Pre-Sort Mail Services” to the list of Additional Services.

3. EXHIBIT A-5, “Additional Services” of the Agreement is hereby AMENDED by adding the following at the end of the list of Services set forth therein:

Pre-Sort Mail. Provides Customer with pre-sort mail services which utilizes the services of a third-party pre-sort provider to comingle Customer’s mail with other mail in order to receive postage discounts for printed mail pieces.

4. SCHEDULE F,“FEES,”CSG SERVICES, Section III.A, Print and Mail Services, subsection IX. Postage,of the Agreement is hereby AMENDED as follows, adding a new item E. entitled “Pre-Sort Mail”:

Description of Item/Unit of Measure	Frequency	Fee
IX.Postage
A.Statements  (per statement mailing, per system principle)	*******	****** *******
B.Customer Letters (other than standard rate mail) (per letter mailing, per system principle)	*******	******** ************* ****
C.Customer Letters – standard rate mail (Note 12) (Note 13)	*******	****
D.Past Due Notices (per notice mailing, per system principle)	*******	******** ************* ****
E.Pre-Sort Mail
1.Automated Mail (per one (1) or two (2) ounce mail piece)	*******	**** ******* * ***** ********** ****
2.Non-Automated Mail (per one (1) or two (2) ounce mail piece)	*******	**** ******* ***-********** ***-**** ****
3.Pre-Sort Discount – Automated Mail Only (per one (1) or two (2) ounce mail piece)	*******	($******)

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

DISH NETWORK L.L.C.	CSG SYSTEMS, INC.
By: /s/ John W. Swieringa	By:  /s/ Peter E. Kalan
Name: John W. Swieringa	Name:  Peter E. Kalan
Title:  Senior Vice President and Chief Information            Officer	Title:  President
Date: 7/17/15	Date:  July 21, 2015

EX-10.23AP

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 10.23AP

FIFTIETH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

This FIFTIETH 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”).  Following execution by the parties, this Amendment shall be effective as of January 1, 2016 (the “Effective Date”).  CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (Document #2301656) effective as of January 1, 2010 (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment.  If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control.  Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement.  Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment.  Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows as of the Effective Date:

In connection with Customer’s migration to CSG’sAdvancedConvergent Platform(“ACP”), CSG provides Customer with a ********* *********** which consists of the ****** **** **** more particularly described in the ****** ******* as provided in the Agreement and shall not include any additional CSG Products and Services not identified in the Agreement (“***** *”).Customer desires to receive, and CSG agrees to provide, the ****** *** ******** ** ***** ********** ** *** **** *** ******** ** ***** *** ********** consistent with Customer’s business priorities.

1. The parties agree that Customer's use of ***** * is based upon and subject to the following assumptions and conditions:

(a) Shared third party products and vendor services, including but not limited to ****** ***, **********, ********* ************, ********** ***** ******** (“***”), ****** ****, **********, or ****** ****** ****** ******** (for purposes of this Amendment, “Third Party Vendor Products and Services”), will be handled in ***** * as they were in ***** *.  In addition, Third Party Vendor Products and Services will require ******** ********* ********** ** ************* ** *********** ****, and as ********* ********* in, the ***** */* *******.

(b) The fees agreed to in this Amendment for ***** ** **** ******** *** ********’s ********** ********** ******* (“***”) ************ (****/****/****) and ***** * production environments are based upon the Products and Services provided by CSG as of the Effective Date of this Amendment.

2. The parties agree that Customer shall have the ***** ** ***** **** ******** ****, subject to the following conditions:

(a) Customer shall provide ******* ****** ** *** ****** ** ******** *** ***** *** * ******* ***** **** ** **** **** *******-**** (**) **** ***** ** *** ***** */* ********** *******.  Customer shall ******* ********* ***** *** *** ********* ******** ****** ****** *** ****** *** *** *** ************ ** **** ** *** ***** * ********** ***********. Upon Customer ********* ******

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

***************************, the parties shall ************************************************************-**** (**) ********************/******************.  “**************” means the ************************************************************************************************************.   

(b) CSG reserves the right to ****** *** ******* ***** * ******* *** *********** ****** ******* *** **** ***** ** ********** ****** *** ******** ******.  Depending on the **** ***, CSG may **** ** ***** *** *** ** *** ******* ********** ******* **** ******** *** *** ** ******* ** ****-**** *** *** ** *** ***** ******* **** ******** ** ******* ** **********. In the event that CSG **** *** ******* *** ******* ** ***** *** *** ** *** ******* **** ******** ** ******* ** **********, CSG and Customer agree to ****** *** ********** ******* ******** ** ******* **, entitled “**********” of the Agreement, to resolve the matter.

(c) Customer shall ********* *** ******* ******* ** *** ********** **** **** *** *** ************ ****** *** (*) ***** of the **** ******* ** ***** */* ********** **** ***** ******** **** ***** *.

(d) Customer shall ********* *** ******* ******* ** ***** */* ********** **** **** *** ***** * ********** *********** ****** ***** (**) **** of the */* ******* ********** ****.

(e) ******** **** *** ******* ** * ******** ****** (each a “******** *******”) in accordance with this Amendment shall *** ** *********** ** ***** * ********** *********** ****** **** *** (**) **** ***** *** ********* ******* ********** **** *** ***** */*.

(f) The ***** * ********** *********** ***** *** ** **** **** *** (*) ******* ****** *** ***** */* **** ****.

(g) Production issues resolved during any ******** ****** will be applied to ***** */* **** to be implemented with ***** * ****** ******* into production.  ********/******** * or * ********** ****** found in ***** * during the applicable ******** ****** that require code changes will be ********* ** ** ***** ** ***** ***** for implementation in ***** *.  Delayed release code issues discovered and code implemented in the new release ***** */* code will also be applied to Customer’s applicable IOT environments prior to release and shall also be delivered to production once the latest release has been implemented in ***** *.

(h) Incident Report (“IR”) support throughout the ******** ****** will be analyzed and handled on an ********** **** *** ********* ***** for the ******** **** of ****** ******* *****.  CSG will make available to Customer a list of known defects and the associated timeframe for repairing the defect.

(i) CSG and Customer agree that ******** **** ******** may require additional ****** ******* *****, which may exceed ***** ***** *** ******* *******.  Customer may request detail of ****** ******* ***** charged to understand the hours billed to Customer.

(j) The CSG standard implementation and validation process for code release installs will be performed during the ***** * implementation.

(k) Customer agrees to ******* *** **** ******* ****** ** *** ********/******** * ******, as such are defined in the Agreement, ********** ** *** ***** * ********** ******* ***** ** ******* ** **********.  In the event that Customer and CSG agree that a ********/******** * ***** ****** ***** ** ******* ** *** ***** * ********** ***********, CSG agrees *** ** ********* *** **** **** ********** ***** *** ******** * ***** ** ******** ** ******* ** * ******** * ** * *****.  In the event that Customer and CSG ** *** ******** ***** ** ** *** ******** ***** ** ********** ** *** *****, CSG and Customer agree to ******* *** ****** ** ********* *** ******* ******** ** ******* **, entitled “**********” in the Agreement. The obligations provided herein shall not be exclusive to any other provisions relating to the parties for ********/******** ****** **********.

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

3. SCHEDULE H, entitled “**********, ***. ******************/********************” will only apply to ******************************************************* code applicable to Customer at the time of **************************. 

4. CSG and Customer agree to amend SCHEDULE F, FEES, CSG SERVICES, Section I.E.4, entitled “Database Maintenance and Programming Request,” as follows:

Description of Item/Unit of Measure	Frequency	Fee
3) ******** **** ***** * ******** (****** (**)  ******* ******** ** ****)	******* **** ****	$*********

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

DISH NETWORK L.L.C.	CSG SYSTEMS, INC.
By:  /s/ John W.Swieringa	By:  /s/ Joseph T. Ruble
Name: John W. Swieringa	Name:  Joseph T. Ruble
Title:  Senior Vice President and Chief Information            Officer	Title:  EVP, CAO & General Counsel
Date:  8/18/15	Date:  21 August 2015

EX-10.24AT

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 10.24AT

THIRD AMENDMENT

TO THE

AMENDED AND RESTATED PROCESSING AND PRODUCTION SERVICES AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE ENTERPRISES LLC

This Third Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and Time Warner Cable Enterprises LLC (“TWC”).  The Effective Date of this Amendment is the date last signed below.  CSG and TWC entered into a certain Amended and Restated Processing and Production Services Agreement effective April 30, 2014, as amended (CSG document no. 2505411) (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 its terms.

CSG and TWC agree as follows:

1. In accordance with Exhibit C, Pricing Schedule and Pricing Adjustment, of the Agreement, specifically, Section 3, Pricing Schedule, Subsection III, Materials, as a result of CSG’s bringing a portion of the paper production process in-house, the Fee for “Document Stock – 24# plain white paper, with one perforation (used for SmartColor printing),” is hereby ******* **** $****** to $****** effective June 1, 2015.  The Fee will continue to be subject to adjustment as provided in Exhibit C, Pricing Schedule and Pricing Adjustment, Section 1, Pricing Adjustment, Subsection (b).

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

TIME WARNER CABLE ENTERPRISES LLC  (“CUSTOMER”)	CSG SYSTEMS, INC.(“CSG”)
By:  /s/ Cesar Beltran	By:  /s/ Joseph T. Ruble
Name: Cesar Beltran	Name:  Joseph T. Ruble
Title:  Vice President	Title:  EVP, CAO & General Counsel
Date:  August 17th, 2015	Date:  28 August 2015

EX-10.24AU

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 10.24AU

NINETY-SECOND AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Ninety-second 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 (CSG document no. 1926320), 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 as follows as of the date last signed below (the "Effective Date"):

1. TWC desires to use and CSG agrees to provide CSG Data Publisher, as described herein, under the Agreement.  Therefore, upon execution of this Amendment, the following changes are hereby made to the Agreement:

a) The "Additional Services" section of Schedule C, "Basic Services and Additional Services and Associated Exhibits," of the Agreement shall be amended to include the following:

CSG Data Publisher ("Exhibit C-12"); and

b) Schedule C, entitled "Basic Services and Additional Services and Associated Exhibits," of the Agreement shall be amended to add the description reflected in Exhibit C-12, attached hereto ("Exhibit C-12"), under "Services Description."

2. Further, upon execution of this Amendment and pursuant to the terms and conditions of the Agreement, Schedule F, "Fees," Section III, "Advanced Reporting," shall be amended to add a new Subsection C entitled "CSG Data Publisher" to include the following fees for CSG Data Publisher:

CSG PRODUCTS

III. Advanced Reporting

C. CSG Data Publisher

Description of Item/Unit of Measure	Frequency	Fee
1. CSG Data Publisher Subscription Fees  (Note 1) (Note 2) (Note 4) (Note 6)	********	*****
2. Maintenance Fees (Note 3) (Note 5)	********	$**********

Note 1: CSG Data Publisher Subscription Fees  will include the infrastructure build out, implementation, and delivery of CSG Data Publisher to Customer, pursuant to that certain Statement of Work (CSG document no. 4100611) to be executed by the parties.

Note 2: The CSG Data Publisher Fees are based on TWC’s ********* *********** (including ******* ******) processing on ACP as of the Effective Date of the Ninety-second Amendment of the Agreement (CSG document no. 2506349).  The Parties agree to execute a separate Statement of Work and/or amendment, as applicable, for implementation of CSG Data Publisher to Non-ACP Subscribers that will include additional fees for such implementation.

Note 3: Maintenance Fees specified above will include up to ****** (**) ***** per ***** of additional support for activities outside of administration, issue resolution and general maintenance of CSG Data Publisher; any additional support in excess

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

of such****** (**) ***** per***** must be set forth in a separate Statement of Work and shall be provided at TWC's then-current Technical Services rate. 

Note 4: In the event, TWC requests additional CSG Data Publisher Objects, such requests will be set forth in a separate Statement of Work and/or amendment, as applicable.

Note 5: The Maintenance Fees shall be subject to annual increase pursuant to Section 5.4 of the Agreement.

Note 6: CSG shall invoice TWC for the CSG Data Publisher Subscription Fees upon execution by the parties of the Ninety-second Amendment of the Agreement (CSG document no. 2506349).

3. For avoidance of doubt, Participating Affiliates may participate hereunder without incurring any additional fees and without any requirement that such rights be set forth in any such Participating Affiliate’s Affiliate Addendum.  In addition to the termination rights set forth above and in Article 6 of the Agreement, TWC shall also have the right to terminate any Participating Affiliate’s participation hereunder, without notice to CSG.

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

TIME WARNER CABLE INC. (“TWC”)	CSG SYSTEMS, INC.(“CSG”)
By: /s/ James Manchester	By:  /s/ Joseph T. Ruble
Name: James Manchester	Name:  Joseph T. Ruble
Title:  Senior Vice President	Title:  EVP,CAO & General Counsel
Date:  July 20, 2015	Date:  25 July 2015

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

Exhibit C-12

Service Description

1. CSG Data Publisher Description

CSG will publish and apply CSG Vantage® and CSG Vantage® NRT updates to a TWC hosted relational data store (the "TWC Data Store") which will provide TWC with the ability to update the TWC Data Store, based on the CSG Vantage® and the CSG Vantage® NRT objects (the “CSG Data Publisher Objects”) identified in Attachment 1 to this Exhibit C-12, attached hereto and incorporated herein by reference.

2. TWCSupported Environment for CSG Data Publisher

CSG and Customer agree that the TWC Data Store will operate on a database version that is compatible with CSG data attributes.  The CSG database, as initially deployed, will be minimally on Oracle version 11.2 or higher. TWC will notify CSG not less than ****** (**) **** in advance of any changes to the location of the TWC Data Store, the relational database management software, or the operating system of the supported environment.

3. Software Release Enhancements

CSG will provide scheduled releases with enhancements to update the CSG Data Publisher Objects identified in Attachment 1.  CSG will make such enhancements available at no additional cost to TWC. TWC will be responsible for modifying the CSG Data Publisher table structures to support the new, changed, or deleted fields that are impacted by the scheduled releases.

Any such enhancements resulting in changes to the frequency of the CSG Data Publisher feeds (e.g., from batch to real time feeds) will be addressed through a subsequent Statement of Work and/or amendment.

4. Support

CSG shall provide support for CSG Data Publisher and problems shall be reported and resolved in accordance with Priority Level 3 as set forth in Section II of Schedule H of the Agreement.  CSG's support obligations shall continue through the earlier of (a) termination or expiration of the Agreement (and any Termination Assistance Period, as defined in the Agreement) or (b) such time as TWC ceases its use of Data Publisher services.

5. Disaster Recovery

Schedule L, Disaster Recovery Plan, of the Agreement is amended to add CSG Data Publisher under the **** *** classification.

6. Additional Terms

a) CSG will:

§ apply full file refreshes in support of release/data model changes, passers and transfers where required, on behalf of and at Customer's request

§ secure the data in transmission to the TWC Data Store

§ provide the Data Definition Language (DDL) necessary to TWC

b)TWC will:

§ procure and operate the TWC Data Store

§ provide database administration functions for the TWC Data Store

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

Attachment 1

to

Exhibit C-12

CSG Data Publisher Objects

Objects	CSG Vantage® Tables	Update Method	TWC Data Store ("DWH") Tables	CSG Vantage® NRT Tables
Business Parameters	***_****_****	********/****
	***_*****	********/****
	***_****	********/****
	****_********	********/****
	***_***_****	********/****
	***_***	********/****
	***_********_*****_*****	********/****
	***_*******_*****_*****	********/****
	***_**_***_*****	********/****
Account	***_****	******		***_*******
	***_*******	******		***_*******
	***_*******	******
	***_****_********	******
	***_***_****	******
	***_***	******
	***_******	******
	***_******	******
Account Receivables	***_****	********/****
	***_*****_**********	********/****
	***_****_**********	********/****
Customer	***_****	******	***_***
	***_*******	******	***_***
	***_***_****	******	DECS_CUS_DATA
Customer Value	***_****_*****	******	***_***
House	***_****	******	***_***
	***_***	******	***_***
	***_*****	******	***_***
Orders	***_*****_****	******	***_***	***_***_*****_**** *** ***_***_*****_****
	***_*****_****_***	******	***_***	***_***_*****_****_*** *** ***_***_*****_****_***
	***_*****_****	******	***_***	***_***_*****_****
	***_*****_****_***	******	***_***	***_***_*****_****_*** *** ***_***_*****_****_***
	***_*******_****	******	***_***	***_***_*******_**** *** ***_***_*******_****
	***_*******_****_***	******	***_***	*** ***_*******_****_*** ***_***_*******_****_***

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

Objects	CSG Vantage® Tables	Update Method	TWC Data Store ("DWH") Tables	CSG Vantage® NRT Tables
Items	***_****_****	******	***_***	***_***_*****
	***_****_****	******	***_***	***_***_*****
	***_***_****	******	***_***
Jobs	***_****	******	***_***	***_***
	***_****_***_****	******	***_****_***_****
Equipment	***_***	******	***_***	***_***_********
	***_****	******	***_***	***_***_********
	***_****	******	***_***	***_***_**** *** ***_***_****
	***_******	******	***_***	***_***_******
	***_****_***	******	***_***	***_***_****_***
	***_*****	******	***_***	***_***_*****
Monetary	***_******	**** ******
	***_****_****	**** ******
	***_***_****_****	**** ******
Payments	***_******_*****_*******	********/****		***_***_*******_*******
Voice Tables	***_****_***	********/****
	***_****_****_***	********/****

Notes:

· Update tables are updated through insert/change/delete records.  

· Load append tables are simply new records appended (versus updated)

· Truncate / load table records are removed and replaced every night  

EX-10.24AV

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 (***).

Exhibit10.24AV

NINETY-SIXTH AMENDMENT

OF THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Ninety-sixth 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 desires to use and CSG agrees to provide CSG’s Ascendon™ Stored Payment Instruments (hereinafter, "Stored Payment Instruments" or "SPI") services.  CSG will provide Stored Payment Instruments to TWC pursuant to the terms of the Agreement and this Amendment.

(a) As a result, Schedule C, "Basic Services and Additional Services and Associated Exhibits," of the Agreement is hereby amended by adding the following to the section entitled "Additional Services":

Ascendon™ Stored Payment Instruments

(b) Additionally,Schedule C-3(13), "Basic Services and Additional Services and Associated Exhibits," of the Agreement is hereby modified by adding "Stored Payment Instruments" to the section entitled "Services Description" attached to this Amendment at Attachment 1, and incorporated herein by reference.

2. As a further result, upon execution of this Amendment and pursuant to the terms and conditions of the Agreement, which includes Schedule C-3(13), "Stored Payment Instruments," CSG SERVICES III., "Payment Procurement" of Schedule F, "Fees," to the Agreement shall be amended to add the following subsection G for Stored Payment Instruments:

G. Ascendon Stored Payment Instruments ("SPI")

Description of Item/Unit of Measure	Frequency	Fee
1.SPI Setup/Implementation Fees (Note 1) (Note 2) (Note 8)	*** *******	*****
2.Connected Subscriber Payment Gateway Transaction Fees (Note 3)(Note 7)
a)Connected Subscriber credit card and debit card authorizations and PIN-less payments transactions (Note 3) (Note 6)
§Up to ********* transactions	*******	$*****
§********* to ********* transactions	*******	$*****
§*********+ transactions	*******	$******
b)Connected Subscriber EFT/ACH Transactions
§Up to ********* transactions	*******	$******
§********* to ********* transactions	*******	$******
§*********+ transactions	*******	$******
3.SPI Payment Profile Storage Fees (Note 4) (Note 5) (Note 6)(Note 9)
§Up to ******* Payment Profiles	*******	$******

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

§******* to *****,*** Payment Profiles	*******	$******
§*********+ Payment Profiles	*******	$******

Note 1: For the SPI Setup and Implementation Fees set forth therein, implementation of SPI for Connected Subscribers shall be as set forth in that certain Statement of Work (CSG document no. 4103636) by and between TWC and CSG (the "SPI SOW").

Note 2: SPI Setup and Implementation Fees under the SPI SOW **** ** ******; provided, however, in the event (i) such implementation is not completed at the request of TWC for reasons, as relates to TWC, other than pursuant to Section 6.1(c) or Section 6.1(d) of the Agreement or as a result of TWC’s delay pursuant to Section 3.6. of the Agreement or (ii) TWC consumes the SPI services for a period less than *** (*) ****** from the date of launch of SPI into production, CSG shall have the right within ****** (**) **** thereafter to invoice TWC on a time and materials basis for services performed under the SPI SOW based on actual hours incurred which shall not exceed a total of **** ******* (***) ***** at the rate of $***.** per hour, per person.

Note 3: Notwithstanding anything in the Agreement to the contrary, for so long as Customers, during the Term of the Agreement and any Termination Assistance Period, use the SPI services, the Connected Subscriber Payment Gateway Transaction Fees set forth in Item 2 in the table above will apply, rather than the Payment Gateway Transaction Fees provided in Schedule F, "CSG SERVICES, IV, entitled "Credit Management and Collections," subsection "C. Payment Gateway," to the Agreement for Connected Subscribers.

Note 4: Monthly SPI Payment Profile Storage Fees include storage of all recurring EFT/ACH and Credit Card for inactive and Connected Subscribers and are cumulative and not incremental; as clarification set-up and implementation will include loading all Connected Subscriber Credit Cards for recurring payments on file in ACP into Payment Profiles in accordance with the SPI SOW.

Note 5: For purposes of SPI, "storage" shall, in addition to the information in Note 4 above, include storage of each of TWC's inactive and Connected Subscriber's SPI Payment Profiles that will be accessible to TWC's customer service representatives ("CSRs") and to Connected Subscribers as TWC may elect (see Note 10 regarding purging of Payment Profiles); each SPI Payment Profile will contain *** (*) Stored Payment Instrument.

Note 6: A Stored Payment Instrument transaction occurs when a Stored Payment Instrument is used by a Connected Subscriber to make a payment on such Connected Subscriber’s selected account(s) (an "SPI Transaction"); an SPI Transaction includes, but is not limited to, credit authorizations (Visa, MasterCard, American Express, and Discover), EFT/ACH, debit validations, reversals and refunds.

Note 7:The Connected Subscriber Payment Gateway Transaction Fees and SPI Payment Profile Storage Fees will be subject to annual increase pursuant to Section 5.4 of the Agreement.

Note 8: Stored Payment Instrument will be implemented into the SCTE test environment pursuant to the SOW.

Note 9:  Payment Profiles will be stored by CSG through the Term of the Agreement, including any Transition Assistance Period, unless Customer (i) requests in writing(email is sufficient) that CSG purge any such Payment Profiles or (ii) designates purging of certain Payment Profiles as Customer may elect from time to time through the use of configuration options available through SPI services. For purposes of clarification, if Customer requests, pursuant to (i) above, that CSG perform purging activities of Payment Profiles, it will be documented pursuant to an agreed upon separate Statement of Work; pursuant to (ii) above, Customer will have the option to perform purging activities without notification to CSG and without documentation or fees.

3. SPI shall be added to Schedule L, Disaster Recovery Plan, of the Agreement under **** **.

4. For avoidance of doubt, Participating Affiliates may use SPI without incurring any additional fees hereunder, without any requirement that such SPI be set forth in any such Participating Affiliate's Affiliate Addendum.  In addition to TWC's termination rights set forth above and in Article 6 of the Agreement, TWC shall also have the right to terminate any Participating Affiliate's use of SPI, if applicable, for convenience, without notice to CSG.

5. For purposes of clarification and notwithstanding anything in the Agreement to the contrary, SPI services are only available for use by Customers with Connected Subscribers. For such period that Customers elect to use SPI services, CSG shall provide such SPI services in addition to Payment Gateway Services.  

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

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/Christopher MarshBy: /s/ Joseph T. Ruble

Name: Christopher MarshName: Joseph T. Ruble

Title: Vice PresidentTitle: EVP, CAO & General Counsel

Date: June 30, 2015Date: 2 July 2015

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

ATTACHMENT 1

EXHIBIT C-3(13)

Ascendon™ Stored Payment Instruments  

1. Ascendon™Stored Payment Instruments Service.The CSG AscendonStored Payment Instruments ("SPI")service enables the storage of Payment Instruments (defined below) for Customer’s inactive and Connected Subscribers; SPI service is available to Customer's (a) customer services representatives ("CSRs") and (b) Connected Subscribers via any Subscriber facing payment applications.  SPI may be utilized by Connected Subscribers with both one-time and recurring credit card, debit card and EFT/ACH accounts (the "Payment Instruments") to make payments on any such Connected Subscriber's selected accounts using registered Payment Instruments stored in such Connected Subscriber's Payment Profile(s).  

The CSG Ascendon Stored Payment Instruments is a Service provided as additional functionality to the platform operating the CSG Payment Gateway service.  CSG’s Payment Gateway  service is certified and validated as compliant with PCI-DSS standards pursuant to CSG's 2014 "Attestation of Compliance-Service Providers Payment Card Industry (PCI) Data Security Standard (DSS)" ("AoC").  Commencing with CSG's 2016 AoC and conditioned upon CSG’s implementation into production of SPI, certification and validation of SPI will be assessed included by name on the CSG PI DSS AoC.  In addition, prior to CSG implementing SPI in production, CSG or its third party Qualified Security Assessor shall complete a compliance assessment.

A registered Payment Profile may be established by CSRs, at a Connected Subscriber's request, and for anyone with a recurring payment instrument on file with Customer and by Connected Subscribers at each such Connected Subscriber's option, and stored by CSG and will include certain of Subscriber's personal data and such Subscriber's Payment Instrument(s) (the "Payment Profiles").  Each Payment Profile will contain one (1) Stored Payment Instrument.

Following initial implementation under the SPI SOW and use of SPI by Customers in production, all new Connected Subscriber Payment Instruments will be available for both one-time and recurring payments, as applicable.  

2. Requirements. The same requirements as provided in Section 2 of Attachment A to Amendment No. 42 (CSG Document no. 2300370) relating to Payment Gateway Services, as defined therein shall similarly apply to SPI services, excluding the last six (6) sentences relating to interchange fees which are not applicable to SPI services.  In addition:

· TWC is responsible for obtaining approval from each Connected Subscriber prior to storing Payment Instruments and related Connected Subscriber data to be used for Stored Payment Instruments.

· CSG will provide Support Services for the SPI services in accordance with Section II of Schedule H of the Agreement, including the then-current release version, plus the *** (*) ***** ******** of SPI at any given time; provided, however, that notwithstanding the foregoing, CSG shall not cease supporting SPI unless TWC fails to upgrade its version of SPI to the then-current or *** (*) of the *** (*) ***** ******** of SPI within a timeline mutually agreed upon by TWC and CSG.

3. Use of SPI.  TWC and CSG agree that all information and data accessed through SPI is “Confidential Information” and as such shall be kept strictly confidential in accordance with the Agreement.

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: November 5, 2015	/s/ Peter E. Kalan
	Peter E. Kalan
	Chief Executive Officer

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: November 5, 2015	/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.

November 5, 2015

/s/ Peter E. Kalan

Peter E. Kalan

Chief Executive Officer

November 5, 2015

/s/ Randy R. Wiese

Randy R. Wiese

Executive Vice President and Chief Financial Officer

XML

Earnings Per Common Share (Details Textual) - $ / shares shares in Millions	1 Months Ended	9 Months Ended
	Mar. 31, 2015	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Common Share [Line Items]
Shares repurchased		0.3	0.2
Common stock Warrants
Earnings Per Common Share [Line Items]
Exercise price of warrants		$ 26.68
ASR Agreement
Earnings Per Common Share [Line Items]
Shares repurchased	1.3

XML

Long-Lived Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Summary of carrying value of assets
Gross Carrying Amount	$ 259,656	$ 267,017
Accumulated Amortization	(179,213)	(175,382)
Net Amount	80,443	91,635
Client contracts
Summary of carrying value of assets
Gross Carrying Amount	127,042	135,488
Accumulated Amortization	(84,885)	(88,585)
Net Amount	42,157	46,903
Software
Summary of carrying value of assets
Gross Carrying Amount	132,614	131,529
Accumulated Amortization	(94,328)	(86,797)
Net Amount	$ 38,286	$ 44,732

XML

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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 September 30, 2015 and December 31, 2014, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks.

As of September 30, 2015 and December 31, 2014, we had $4.9 million and $4.7 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in cash and cash equivalents in our Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”).

Short-term Investments and Other Financial Instruments. Our financial instruments as of September 30, 2015 and December 31, 2014 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value.

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

Primarily all short-term investments held by us as of September 30, 2015 and December 31, 2014 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of September 30, 2015 and December 31, 2014 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the nine months ended September 30, 2015 and 2014 were $127.8 million and $146.4 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 our financial assets and liabilities measured at fair value (in thousands):

	September 30, 2015						December 31, 2014
	Level 1			Level 2		Total	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	4,894	$	—	$	4,894	$	9,785	$	—	$	9,785
Commercial paper		—		21,798		21,798		—		12,248		12,248
Short-term investments:
Corporate debt securities		—		64,086		64,086		—		88,494		88,494
Municipal bonds		—		1,352		1,352		—		9,945		9,945
U.S. government agency bonds		—		26,462		26,462		—		11,313		11,313
Asset-backed securities		—		7,705		7,705		—		10,336		10,336
Total	$	4,894	$	121,403	$	126,297	$	9,785	$	132,336	$	142,121

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.  The following table indicates the carrying value and estimated fair value of our debt as of the indicated periods (in thousands):

	September 30, 2015				December 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit agreement (carrying value including current maturities)	$	144,375	$	144,375	$	120,000	$	120,000
Convertible debt (par value)		150,000		207,150		150,000		178,920

The fair value for our credit agreement was estimated using a discounted cash flow methodology, while the fair value for our convertible debt was estimated based upon quoted market prices or recent sales activity, both of which are considered Level 2 inputs.  See Note 4 for discussion regarding the amendment to our credit agreement.

Accounting Pronouncement Issued But Not Yet Effective. The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606).  This ASU is a single comprehensive model which supersedes nearly all existing revenue recognition guidance under U.S. GAAP.  Under the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services.  The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.

In August 2015, the FASB issued ASU 2015-14 Revenue from Contracts with Customers (Topic 606):  Deferral of the Effective Date which defers the effective date of ASU 2014-09 for one year.  The updated accounting guidance is now effective for annual and interim reporting periods in fiscal years beginning after December 15, 2017.  Early adoption is permitted.  An entity may choose to adopt this ASU either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the standard.  

We are currently in the process of evaluating the impact that this new guidance will have on our consolidated financial statements and our method of adoption.

XML

Debt - 2015 Credit Agreement (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Debt Instrument [Line Items]
Proceeds from long-term debt	$ 150,000,000
Cash used for repayment of debt	125,625,000	$ 11,250,000
Deferred financing costs related to convertible notes	5,900,000
Amortization expenses of deferred financing costs included in Interest expense	900,000
2015 Credit Agreement
Debt Instrument [Line Items]
Credit Agreement	350,000,000
Cash used for repayment of debt	120,000,000
Increase (decrease) in available cash	30,000,000
Financing cost	2,700,000
2015 Credit Agreement | Revolving Loan
Debt Instrument [Line Items]
Credit Agreement	200,000,000
2015 Credit Agreement | Term Loan
Debt Instrument [Line Items]
Credit Agreement	150,000,000
Proceeds from long-term debt	$ 150,000,000

XML

Debt - Long-Term Debt (Parenthetical) (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
2015 Credit Agreement
Debt Instrument [Line Items]
Amount available under credit facility	$ 350,000,000
2015 Credit Agreement | Term Loan
Debt Instrument [Line Items]
Basis spread on term loan	1.75%
Term loan combined interest rate	2.08%
Amount available under credit facility	$ 150,000,000
Maturity period	Feb. 29, 2020
2015 Credit Agreement | Revolving Loan
Debt Instrument [Line Items]
Amount available under credit facility	$ 200,000,000
Maturity period	Feb. 29, 2020
2012 Credit Agreement | Term Loan
Debt Instrument [Line Items]
Basis spread on term loan		2.00%
Term loan combined interest rate		2.25%
Maturity period		Nov. 30, 2017
2012 Credit agreement early termination date		Dec. 01, 2016
2012 Credit Agreement | Revolving Loan
Debt Instrument [Line Items]
Amount available under credit facility		$ 100,000,000
Maturity period		Nov. 30, 2017
2012 Credit agreement early termination date		Dec. 01, 2016
2010 Convertible Notes | Senior Subordinated Convertible Notes 2010
Debt Instrument [Line Items]
Maturity period	Mar. 01, 2017
Interest rate on senior subordinated convertible notes	3.00%
Unamortized original issue discount	$ 9,530,000	$ 14,169,000

XML

Debt - 2010 Convertible Notes (Details Textual) - 2010 Convertible Notes	9 Months Ended
	Sep. 30, 2015 USD ($) Tradingday $ / shares	Sep. 30, 2014 USD ($) $ / shares
Debt Instrument [Line Items]
Initial conversion rate of common stock	43.3794	43.1307
Convertible Notes, initial conversion of Par Value Convertible Notes to common stock	$ 1,000	$ 1,000
Initial conversion price | $ / shares	$ 23.05	$ 23.19
Debt instrument, convertible, terms of conversion feature	Prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time in the fiscal quarter following the period in which the price of our common stock trades over 130% of the conversion price for at least 20 consecutive trading days in the last 30 trading days of a fiscal quarter.
Rate of conversion price	130.00%
Debt instrument, convertible, threshold consecutive trading days	20 days
Debt instrument, convertible, threshold trading days | Tradingday	30
Conversion obligation settlement in cash	100.00%
Stock price | $ / shares	$ 30.80
Debt instrument convertible, settlement value	$ 200,000,000

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Commitments, Guarantees and Contingencies (Details Textual)	9 Months Ended
	Sep. 30, 2015
Commitments And Contingencies Disclosure [Abstract]
Warranty Period	90 days

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General

9 Months Ended

Sep. 30, 2015

Organization Consolidation And Presentation Of Financial Statements [Abstract]

General

1. GENERAL

We have prepared the accompanying unaudited condensed consolidated financial statements as of September 30, 2015 and December 31, 2014, and for the quarters and nine months ended September 30, 2015 and 2014, in accordance with accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited Condensed Consolidated Financial Statements (the “Financial Statements”) should be read in conjunction with the Consolidated Financial Statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contained in our Annual Report on Form 10-K for the year ended December 31, 2014 (our “2014 10-K”), filed with the SEC. The results of operations for the quarter and nine months ended September 30, 2015 are not necessarily indicative of the expected results for the entire year ending December 31, 2015.

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Earnings Per Common Share - Reconciliation of the Basic and Diluted EPS Denominators (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Reconciliation of the basic and diluted EPS denominators
Basic weighted-average common shares	30,920	32,604	31,087	32,514
Dilutive effect of restricted common stock	571	575	598	565
Dilutive effect of 2010 Convertible Notes	1,664	813	1,454	778
Dilutive effect of Stock Warrants	132	4	102	1
Diluted weighted-average common shares	33,287	33,996	33,241	33,858

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CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 100,165	$ 81,712
Short-term investments	99,605	120,088
Total cash, cash equivalents and short-term investments	199,770	201,800
Trade accounts receivable:
Billed, net of allowance of $3,878 and $3,323	177,347	184,369
Unbilled	46,795	42,439
Deferred income taxes	12,844	13,204
Income taxes receivable	6,107	7,851
Other current assets	31,148	28,470
Total current assets	474,011	478,133
Non-current assets:
Property and equipment, net of depreciation of $139,555 and $138,065	34,840	38,326
Intangible assets	80,443	91,635
Goodwill	222,086	225,269
Deferred income taxes	7,453	8,890
Income taxes receivable	1,179	1,333
Other assets	20,694	16,142
Total non-current assets	366,695	381,595
Total assets	840,706	859,728
Current liabilities:
Current maturities of long-term debt	7,500	22,500
Client deposits	33,394	35,791
Trade accounts payable	37,859	37,052
Accrued employee compensation	47,576	51,441
Deferred revenue	44,532	40,004
Income taxes payable	572	984
Other current liabilities	19,294	23,375
Total current liabilities	190,727	211,147
Non-current liabilities:
Long-term debt, net of unamortized original issue discount of $9,530 and $14,169	277,345	233,331
Deferred revenue	9,587	9,648
Income taxes payable	1,613	1,613
Deferred income taxes	14,591	20,445
Other non-current liabilities	12,935	15,821
Total non-current liabilities	316,071	280,858
Total liabilities	$ 506,798	$ 492,005
Stockholders' equity:
Preferred stock, par value $.01 per share; 10,000 shares authorized; zero shares issued and outstanding
Common stock, par value $.01 per share; 100,000 shares authorized; 32,692 and 33,945 shares outstanding	$ 670	$ 667
Common stock warrants; 2,851 and 2,851 warrants issued and outstanding	7,310	6,694
Additional paid-in capital	487,530	486,414
Treasury stock, at cost, 34,356 and 32,763 shares	(804,437)	(757,478)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax	6	6
Cumulative foreign currency translation adjustments	(23,753)	(13,386)
Accumulated earnings	666,582	644,806
Total stockholders' equity	333,908	367,723
Total liabilities and stockholders' equity	840,706	859,728
Software
Non-current assets:
Intangible assets	38,286	44,732
Client contracts
Non-current assets:
Intangible assets	$ 42,157	$ 46,903

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement Of Income And Comprehensive Income [Abstract]
Unrealized gains (losses) on change in fair value of interest rate swap contracts, tax	$ 0	$ 0	$ 0	$ 110
Reclassification adjustment for gains (losses) included in net income, tax	$ 0	$ 0	$ 0	$ (55)

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Stockholders' Equity and Equity Compensation Plans - Schedule Of Share Based Compensation Restricted Stock Units Award Activity (Details) - Restricted common stock - $ / shares shares in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Shares
Shares, Unvested awards, beginning balance	2,283	2,311
Shares, Awards granted	30	625
Shares, Awards forfeited/cancelled	(41)	(82)
Shares, Awards vested	(228)	(810)
Shares, Unvested awards, ending balance	2,044	2,044
Weighted average grant date fair value
Weighted-Average Grant Date Fair Value, Unvested awards, beginning balance	$ 25.34	$ 22.81
Weighted-Average Grant Date Fair Value, Awards granted	31.70	29.76
Weighted-Average Grant Date Fair Value, Awards forfeited/cancelled	24.04	24.01
Weighted-Average Grant Date Fair Value, Awards vested	26.60	21.75
Weighted-Average Grant Date Fair Value, Unvested awards, ending balance	$ 25.32	$ 25.32

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Summary of Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Assets:
Assets fair value	$ 126,297	$ 142,121
Level 1
Assets:
Assets fair value	4,894	9,785
Level 2
Assets:
Assets fair value	121,403	132,336
Cash equivalents | Money Market Funds
Assets:
Assets fair value	4,894	9,785
Cash equivalents | Money Market Funds | Level 1
Assets:
Assets fair value	4,894	9,785
Cash equivalents | Commercial Paper
Assets:
Assets fair value	21,798	12,248
Cash equivalents | Commercial Paper | Level 2
Assets:
Assets fair value	21,798	12,248
Short-term Investments | Municipal Bonds
Assets:
Assets fair value	1,352	9,945
Short-term Investments | Level 2 | Municipal Bonds
Assets:
Assets fair value	1,352	9,945
Short-term Investments | Corporate Debt Securities
Assets:
Assets fair value	64,086	88,494
Short-term Investments | Corporate Debt Securities | Level 2
Assets:
Assets fair value	64,086	88,494
Short-term Investments | U.S. Government Agency Bonds
Assets:
Assets fair value	26,462	11,313
Short-term Investments | U.S. Government Agency Bonds | Level 2
Assets:
Assets fair value	26,462	11,313
Short-term Investments | Asset-backed securities
Assets:
Assets fair value	7,705	10,336
Short-term Investments | Asset-backed securities | Level 2
Assets:
Assets fair value	$ 7,705	$ 10,336

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Long-Lived Assets (Details 1) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Goodwill Rollforward
Beginning balance	$ 225,269
Adjustments related to prior acquisitions	(45)
Effects of changes in foreign currency exchange rates	(3,138)
Ending balance	$ 222,086

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net income	$ 38,899	$ 24,327
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation	11,268	10,479
Amortization	22,353	25,207
Amortization of original issue discount	4,639	4,294
Gain on short-term investments and other	179	973
(Gain) loss on disposition of business operations	767	(222)
Deferred income taxes	(5,556)	(25)
Excess tax benefit of stock-based compensation awards	(2,174)	(2,044)
Stock-based employee compensation	15,775	12,250
Changes in operating assets and liabilities, net of acquired amounts:
Trade accounts receivable, net	(1,869)	(15,559)
Other current and non-current assets	(6,092)	(5,866)
Income taxes payable/receivable	3,588	(1,825)
Trade accounts payable and accrued liabilities	(3,703)	(16,369)
Deferred revenue	6,272	286
Net cash provided by operating activities	84,346	35,906
Cash flows from investing activities:
Purchases of property and equipment	(16,776)	(21,406)
Purchases of short-term investments	(107,462)	(126,982)
Proceeds from sale/maturity of short-term investments	127,766	146,417
Acquisition of and investments in business, net of cash acquired	(962)
Acquisition of and investments in client contracts	(6,374)	(4,235)
Proceeds from the disposition of business operations		1,130
Net cash used in investing activities	(3,808)	(5,076)
Cash flows from financing activities:
Proceeds from issuance of common stock	1,148	1,053
Payment of cash dividends	(16,811)	(15,461)
Repurchase of common stock	(64,995)	(11,456)
Payments on acquired asset financing	(829)	(1,097)
Proceeds from long-term debt	150,000
Payments on long-term debt	(125,625)	(11,250)
Payments of deferred financing costs	(2,742)
Excess tax benefit of stock-based compensation awards	2,174	2,044
Net cash used in financing activities	(57,680)	(36,167)
Effect of exchange rate fluctuations on cash	(4,405)	(1,776)
Net increase (decrease) in cash and cash equivalents	18,453	(7,113)
Cash and cash equivalents, beginning of period	81,712	82,686
Cash and cash equivalents, end of period	100,165	75,573
Cash paid during the period for-
Interest	7,484	7,331
Income taxes	$ 30,998	$ 21,718

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CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Trade accounts receivable-billed, allowance	$ 3,878	$ 3,323
Property and equipment, accumulated depreciation	139,555	138,065
Accumulated amortization	179,213	175,382
Long-term debt, unamortized original issue discount	$ 9,530	$ 14,169
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	32,692,000	33,945,000
Common stock warrants, issued	2,851,000	2,851,000
Common stock warrants, outstanding	2,851,000	2,851,000
Treasury stock, shares	34,356,000	32,763,000
Software
Accumulated amortization	$ 94,328	$ 86,797
Client contracts
Accumulated amortization	$ 84,885	$ 88,585

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Long-Lived Assets (Tables)

9 Months Ended

Sep. 30, 2015

Goodwill And Intangible Assets Disclosure [Abstract]

Rollforward of Goodwill

Goodwill. The changes in the carrying amount of goodwill for the nine months ended September 30, 2015, were as follows (in thousands):

January 1, 2015 balance	$	225,269
Adjustments related to prior acquisitions		(45	)
Effects of changes in foreign currency exchange rates		(3,138	)
September 30, 2015 balance	$	222,086

Summary of Carrying Value of Assets

Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of September 30, 2015 and December 31, 2014, the carrying values of these assets were as follows (in thousands):

	September 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	127,042	$	(84,885	)	$	42,157	$	135,488	$	(88,585	)	$	46,903
Software		132,614		(94,328	)		38,286		131,529		(86,797	)		44,732
Total	$	259,656	$	(179,213	)	$	80,443	$	267,017	$	(175,382	)	$	91,635

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 02, 2015
Document And Entity Information [Abstract]
Entity Registrant Name	CSG SYSTEMS INTERNATIONAL INC
Entity Central Index Key	0001005757
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Trading Symbol	CSGS
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		32,695,388

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Debt (Tables)

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Long-Term Debt

Our long-term debt, as of September 30, 2015 and December 31, 2014, was as follows (in thousands):

	September 30, 2015			December 31, 2014
2015 Credit Agreement:
Term loan, due February 2020, interest at adjusted LIBOR plus 1.75% (combined rate of 2.08% at September 30, 2015)	$	144,375		$	—
$200 million revolving loan facility, due February 2020, interest at adjusted LIBOR plus applicable margin		—			—
2012 Credit Agreement:
Term loan, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus 2.00% (combined rate of 2.25% at December 31, 2014)		—			120,000
$100 million revolving loan facility, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus applicable margin		—			—
Convertible Debt Securities:
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized original issue discount (“OID”) of $9,530 and $14,169, respectively		140,470			135,831
		284,845			255,831
Current portion of long-term debt		(7,500	)		(22,500	)
Total long-term debt, net	$	277,345		$	233,331

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues:
Processing and related services	$ 143,887	$ 140,981	$ 429,009	$ 419,696
Software and services	23,231	22,079	68,301	72,553
Maintenance	19,842	21,943	57,922	65,340
Total revenues	186,960	185,003	555,232	557,589
Cost of revenues (exclusive of depreciation, shown separately below):
Processing and related services	67,428	69,225	201,455	205,016
Software and services	15,244	17,508	52,912	60,699
Maintenance	9,510	7,737	29,877	24,541
Total cost of revenues	92,182	94,470	284,244	290,256
Other operating expenses:
Research and development	24,941	26,329	76,567	77,773
Selling, general and administrative	34,247	39,036	102,261	113,475
Depreciation	3,723	3,553	11,268	10,479
Restructuring and reorganization charges	846	7,784	1,822	9,041
Total operating expenses	155,939	171,172	476,162	501,024
Operating income	31,021	13,831	79,070	56,565
Other income (expense):
Interest expense	(2,526)	(2,582)	(8,431)	(7,900)
Amortization of original issue discount	(1,576)	(1,460)	(4,639)	(4,294)
Interest and investment income, net	278	169	674	607
Other, net	746	106	426	(171)
Total other	(3,078)	(3,767)	(11,970)	(11,758)
Income before income taxes	27,943	10,064	67,100	44,807
Income tax provision	(11,196)	(4,831)	(28,201)	(20,480)
Net income	$ 16,747	$ 5,233	$ 38,899	$ 24,327
Weighted-average shares outstanding:
Basic	30,920	32,604	31,087	32,514
Diluted	33,287	33,996	33,241	33,858
Earnings per common share:
Basic	$ 0.54	$ 0.16	$ 1.25	$ 0.75
Diluted	0.50	0.15	1.17	0.72
Cash dividends declared per common share:	$ 0.1750	$ 0.1575	$ 0.5250	$ 0.4650

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Commitments, Guarantees and Contingencies

9 Months Ended

Sep. 30, 2015

Commitments And Contingencies Disclosure [Abstract]

Commitments, Guarantees and Contingencies

5. 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 the date of acceptance 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 September 30, 2015, we believe we have adequate reserves, based on our historical experience, to cover any reasonably anticipated exposure as a result of our nonperformance for any past or current arrangements with our clients.

Indemnifications Related to Officers and the Board of Directors. We have agreed to indemnify members of our Board of Directors (the “Board”) and certain of our officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. We maintain directors’ and officers’ (D&O) insurance coverage to protect against such losses. We have not historically incurred any losses related to these types of indemnifications, and are not aware of any pending or threatened actions or claims against any officer or member of our Board. As a result, we have not recorded any liabilities related to such indemnifications as of September 30, 2015. 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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Debt

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Debt

4. DEBT

Our long-term debt, as of September 30, 2015 and December 31, 2014, was as follows (in thousands):

	September 30, 2015			December 31, 2014
2015 Credit Agreement:
Term loan, due February 2020, interest at adjusted LIBOR plus 1.75% (combined rate of 2.08% at September 30, 2015)	$	144,375		$	—
$200 million revolving loan facility, due February 2020, interest at adjusted LIBOR plus applicable margin		—			—
2012 Credit Agreement:
Term loan, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus 2.00% (combined rate of 2.25% at December 31, 2014)		—			120,000
$100 million revolving loan facility, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus applicable margin		—			—
Convertible Debt Securities:
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized original issue discount (“OID”) of $9,530 and $14,169, respectively		140,470			135,831
		284,845			255,831
Current portion of long-term debt		(7,500	)		(22,500	)
Total long-term debt, net	$	277,345		$	233,331

2015 Credit Agreement. In February 2015, we entered into an amended and restated $350 million credit agreement with several financial institutions (the “2015 Credit Agreement”) to replace the 2012 Credit Agreement.    

The 2015 Credit Agreement provides borrowings in the form of:  (i) a $150 million aggregate principal five-year term loan (the “2015 Term Loan”); and (ii) a $200 million aggregate principal five-year revolving loan facility (the “2015 Revolver”).  With the $150 million proceeds from the 2015 Term Loan, we repaid the outstanding $120 million balance from term loan under the 2012 Credit Agreement, resulting in a net increase of available cash by $30 million, a portion of which was used to pay certain fees and expenses in connection with the refinancing.

As a result of the 2015 Credit Agreement, we have pledged assets under a security agreement in favor of a financial institution as collateral agent (the “Security Agreement”).  Under the Security Agreement, all of our domestic subsidiaries have pledged substantially all of their assets to secure the obligations under the 2015 Credit Agreement and related security agreement.

In conjunction with the closing of the 2015 Credit Agreement, we incurred financing costs of $2.7 million.  When combined with the remaining deferred financing costs for the 2012 Credit Agreement, financing costs of $5.9 million have been deferred and are being amortized to interest expense using the effective interest method over the related term of the 2015 Credit Agreement, and financing costs of $0.9 million were recorded in interest expense.

2010 Convertible Notes. Refer to Note 5 in our 2014 10-K for disclosure of the 2010 Convertible Notes’ three contingent conversion features.

As the result of our declaring a cash dividend in August 2015 (see Note 7), the previous conversion rate for the 2010 Convertible Notes of 43.1307 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.19 per share of our common stock) has been adjusted to 43.3794 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.05 per share of our common stock).

Prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time in the fiscal quarter following the period in which the price of our common stock trades over 130% of the conversion price for at least 20 consecutive trading days in the last 30 trading days of a fiscal quarter.  As of June 23, 2015, the closing price of our common stock exceeded 130% of the conversion price for the required period and the 2010 Convertible Notes were convertible at the holder’s option during the quarter beginning July 1, 2015 and ending September 30, 2015; however, none of the 2010 Convertible Notes were converted during this period.  As of September 30, 2015, none of the contingent conversion features were achieved, and thus, the 2010 Convertible Notes are not convertible by the holders.

Upon any conversion of the 2010 Convertible Notes, we will settle our conversion obligation as follows: (i) we are required to 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 can satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash, at our discretion. Based on our September 30, 2015 closing stock price of $30.80 per share, the 2010 Convertible Notes would have had a total settlement value of approximately $200 million.

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Summary of Significant Accounting Policies - Carrying Value and Estimated Fair Value of Debt (Details 1) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Carrying value and estimated fair value of debt
Credit agreement, carrying value	$ 144,375	$ 120,000
Convertible debt, carrying value	150,000	150,000
Credit agreement, fair value	144,375	120,000
Convertible debt, fair value	$ 207,150	$ 178,920

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Earnings Per Common Share (Tables)

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Reconciliation of the Basic and Diluted EPS Denominators

No reconciliation of the basic and diluted EPS numerators is necessary as net income is used as the numerators for all periods presented.  The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands):

	Quarter Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Basic weighted-average common shares		30,920		32,604		31,087		32,514
Dilutive effect of restricted common stock		571		575		598		565
Dilutive effect of 2010 Convertible Notes		1,664		813		1,454		778
Dilutive effect of Stock Warrants		132		4		102		1
Diluted weighted-average common shares		33,287		33,996		33,241		33,858

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Use of Estimates in Preparation of Financial Statements

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

Cash and Cash Equivalents

Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of September 30, 2015 and December 31, 2014, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks.

As of September 30, 2015 and December 31, 2014, we had $4.9 million and $4.7 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in cash and cash equivalents in our Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”).

Short-term Investments and Other Financial Instruments

Short-term Investments and Other Financial Instruments. Our financial instruments as of September 30, 2015 and December 31, 2014 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value.

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

Primarily all short-term investments held by us as of September 30, 2015 and December 31, 2014 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of September 30, 2015 and December 31, 2014 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the nine months ended September 30, 2015 and 2014 were $127.8 million and $146.4 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 our financial assets and liabilities measured at fair value (in thousands):

	September 30, 2015						December 31, 2014
	Level 1			Level 2		Total	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	4,894	$	—	$	4,894	$	9,785	$	—	$	9,785
Commercial paper		—		21,798		21,798		—		12,248		12,248
Short-term investments:
Corporate debt securities		—		64,086		64,086		—		88,494		88,494
Municipal bonds		—		1,352		1,352		—		9,945		9,945
U.S. government agency bonds		—		26,462		26,462		—		11,313		11,313
Asset-backed securities		—		7,705		7,705		—		10,336		10,336
Total	$	4,894	$	121,403	$	126,297	$	9,785	$	132,336	$	142,121

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.  The following table indicates the carrying value and estimated fair value of our debt as of the indicated periods (in thousands):

	September 30, 2015				December 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit agreement (carrying value including current maturities)	$	144,375	$	144,375	$	120,000	$	120,000
Convertible debt (par value)		150,000		207,150		150,000		178,920

The fair value for our credit agreement was estimated using a discounted cash flow methodology, while the fair value for our convertible debt was estimated based upon quoted market prices or recent sales activity, both of which are considered Level 2 inputs.  See Note 4 for discussion regarding the amendment to our credit agreement.

Accounting Pronouncement Issued but Not yet Effective

Accounting Pronouncement Issued But Not Yet Effective. The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606).  This ASU is a single comprehensive model which supersedes nearly all existing revenue recognition guidance under U.S. GAAP.  Under the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services.  The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.

In August 2015, the FASB issued ASU 2015-14 Revenue from Contracts with Customers (Topic 606):  Deferral of the Effective Date which defers the effective date of ASU 2014-09 for one year.  The updated accounting guidance is now effective for annual and interim reporting periods in fiscal years beginning after December 15, 2017.  Early adoption is permitted.  An entity may choose to adopt this ASU either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the standard.  

We are currently in the process of evaluating the impact that this new guidance will have on our consolidated financial statements and our method of adoption.

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Earnings Per Common Share

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Common Share

6. EARNINGS PER COMMON SHARE

Basic and diluted earnings per common share (“EPS”) amounts are presented on the face of the accompanying Income Statements.

No reconciliation of the basic and diluted EPS numerators is necessary as net income is used as the numerators for all periods presented.  The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands):

	Quarter Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Basic weighted-average common shares		30,920		32,604		31,087		32,514
Dilutive effect of restricted common stock		571		575		598		565
Dilutive effect of 2010 Convertible Notes		1,664		813		1,454		778
Dilutive effect of Stock Warrants		132		4		102		1
Diluted weighted-average common shares		33,287		33,996		33,241		33,858

In March 2015, we received an initial delivery of 1.3 million shares related our accelerated stock repurchase transaction agreement which reduced our weighted average shares outstanding for purposes of calculating basic and diluted EPS for the first quarter and nine months of 2015 (see Note 7).

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 (see Note 4).

The Stock Warrants have a dilutive effect only in those quarterly periods in which our average stock price exceeds the exercise price of $26.68 per warrant (under the treasury stock method), and are not subject to performance vesting conditions (see Note 7).  

Potentially dilutive common shares related to non-participating unvested restricted stock excluded from the computation of diluted EPS, as the effect was antidilutive, were not material in any period presented.    

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Stockholders' Equity and Equity Compensation Plans

9 Months Ended

Sep. 30, 2015

Stockholders Equity Note [Abstract]

Stockholders' Equity and Equity Compensation Plans

7. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board, authorizing us to repurchase our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). In February 2015, our Board approved a 7.5 million share increase in the number of shares authorized for repurchase under the Stock Repurchase Program, bringing the total number of shares authorized to 42.5 million.  During the nine months ended September 30, 2015 and 2014, we repurchased 0.3 million shares of our common stock for $7.0 million (weighted-average price of $27.06 per share) and 0.2 million shares of our common stock for $5.2 million (weighted-average price of $27.26 per share), respectively, under a Securities and Exchange Commission (“SEC”) Rule 10b5-1 Plan.  

In March 2015, we entered into an accelerated share repurchase transaction agreement (the “ASR Agreement”) with a counterparty to repurchase $50 million of our common stock.  We paid $50 million to the counterparty and received an initial delivery of 1.3 million shares of our outstanding common stock for an aggregate value of approximately $40 million.  The initial shares were reflected as treasury stock in the period the shares were delivered.  The remaining amount was recorded as a forward contract indexed to our common stock in additional paid in capital.  The final delivery of shares under the ASR Agreement will be based generally upon the daily volume weighted average price of our common stock during the repurchase period.  At settlement, under certain circumstances, the counterparty may be required to deliver additional shares of common stock to us, or under certain circumstances, we may be required to deliver shares of common stock or cash, at our option, to the counterparty.  Final settlement of the transactions under the ASR Agreement is expected to occur no later than December 2015.  The ASR Agreement meets all the applicable criteria for equity classification, and, therefore, is not accounted for as a derivative instrument.  

As of September 30, 2015, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 7.3 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, during the nine months ended September 30, 2015 and 2014, we repurchased and then cancelled 0.3 million shares of common stock for $8.0 million and 0.2 million shares of common stock for $6.7 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

CashDividends.  During the third quarter of 2015, the Board approved a quarterly cash dividend of $0.1750 per share of common stock, totaling $5.7 million. During the third quarter of 2014, the Board approved a quarterly cash dividend of $0.1575 per share of common stock, totaling $5.5 million.  Dividends declared for the nine months ended September 30, 2015 and 2014, totaled $17.2 million and $16.0 million, respectively      

Warrants.  In 2014, in conjunction with the execution of an amendment to our current agreement with Comcast Corporation (“Comcast”), we issued stock warrants (the “Warrant Agreement”) for the right to purchase up to approximately 2.9 million shares of our common stock (the “Stock Warrants”) as an additional incentive for Comcast to migrate new customer accounts to ACP. The Stock Warrants have a 10-year term and an exercise price of $26.68 per warrant. As of September 30, 2015, approximately 1.0 million Stock Warrants have vested.         

Upon vesting, the Stock Warrants are recorded as a client incentive asset with the corresponding offset to stockholders’ equity.  The client incentive asset related to the Stock Warrants is amortized as a reduction in processing and related services revenues over the remaining term of the Comcast amended agreement.  As of September 30, 2015, we recorded a client incentive asset related to these Stock Warrants of $7.3 million and have amortized $1.6 million as a reduction in processing and related services revenues.  

The remaining unvested Stock Warrants will be accounted for as client incentive assets in the period the performance conditions necessary for vesting have been met.  As of September 30, 2015, none of the Stock Warrants had been exercised.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the third quarter and nine months ended September 30, 2015 is as follows (shares in thousands):

	Quarter Ended September 30, 2015					Nine Months Ended September 30, 2015
	Shares			Weighted- Average  Grant Date Fair Value		Shares			Weighted- Average  Grant Date Fair Value
Unvested awards, beginning		2,283		$	25.34		2,311			$	22.81
Awards granted		30			31.70		625				29.76
Awards forfeited/cancelled		(41	)		24.04		(82	)			24.01
Awards vested		(228	)		26.60		(810	)			21.75
Unvested awards, ending		2,044		$	25.32		2,044			$	25.32

Included in the awards granted during the nine months ended September 30, 2015, are performance-based awards for 0.1 million 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 third quarter and nine months ended September 30, 2015 are time-based awards, which vest primarily 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 third quarters of 2015 and 2014 of $5.3 million and $4.5 million, respectively, and for the nine months ended September 30, 2015 and 2014 of $15.8 million and $12.3 million, respectively.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Fair Value Measurements

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 our financial assets and liabilities measured at fair value (in thousands):

	September 30, 2015						December 31, 2014
	Level 1			Level 2		Total	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	4,894	$	—	$	4,894	$	9,785	$	—	$	9,785
Commercial paper		—		21,798		21,798		—		12,248		12,248
Short-term investments:
Corporate debt securities		—		64,086		64,086		—		88,494		88,494
Municipal bonds		—		1,352		1,352		—		9,945		9,945
U.S. government agency bonds		—		26,462		26,462		—		11,313		11,313
Asset-backed securities		—		7,705		7,705		—		10,336		10,336
Total	$	4,894	$	121,403	$	126,297	$	9,785	$	132,336	$	142,121

Carrying Value and Estimated Fair Value of Debt

We have chosen not to measure our debt at fair value, with changes recognized in earnings each reporting period.  The following table indicates the carrying value and estimated fair value of our debt as of the indicated periods (in thousands):

	September 30, 2015				December 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit agreement (carrying value including current maturities)	$	144,375	$	144,375	$	120,000	$	120,000
Convertible debt (par value)		150,000		207,150		150,000		178,920

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Stockholders' Equity and Equity Compensation Plans (Details Textual) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Feb. 28, 2015
Stockholders Equity And Equity Compensation Plans [Line Items]
Increase in number of shares authorized for repurchase							7,500,000
Number of shares authorized for repurchase under stock repurchase program							42,500,000
Shares repurchased				300,000	200,000
Total amount paid				$ 7.0	$ 5.2
Weighted-average price per share				$ 27.06	$ 27.26
Remaining number of shares available for repurchase		7,300,000		7,300,000
Repurchase of common stock for employee tax withholdings, shares				300,000	200,000
Repurchase of common stock for tax withholdings, value				$ 8.0	$ 6.7
Cash dividends declared per common share		$ 0.1750	$ 0.1575	$ 0.5250	$ 0.4650
Cash dividend		$ 5.7	$ 5.5	$ 17.2	$ 16.0
Stock warrants term						10 years
Stock warrants, exercise price						$ 26.68
Stock-based compensation expense		$ 5.3	$ 4.5	$ 15.8	$ 12.3
Performance Shares
Stockholders Equity And Equity Compensation Plans [Line Items]
Performance based awards granted to executive management shares				100,000
Stock-based compensation expense				3 years
Restricted common stock
Stockholders Equity And Equity Compensation Plans [Line Items]
Stock-based compensation expense		4 years		4 years
Migration Of Comcast Current Residential Customer Accounts
Stockholders Equity And Equity Compensation Plans [Line Items]
Number of stock warrants vesting				1,000,000
Comcast Corporation
Stockholders Equity And Equity Compensation Plans [Line Items]
Issuance of stock warrants						2,900,000
Client contract incentive related to stock warrants				$ 7.3
Amortization expense of client contract incentive related to stock warrants				$ 1.6
Stock warrants exercised				0
ASR Agreement
Stockholders Equity And Equity Compensation Plans [Line Items]
Shares repurchased	1,300,000
Total amount paid	$ 40.0
Accelerated share repurchase agreement, total amount paid	$ 50.0

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Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Summary Of Significant Accounting Policies [Line Items]
Restricted cash	$ 4,900		$ 4,700
Proceeds from sale/maturity of short-term investments	$ 127,766	$ 146,417
Maximum
Summary Of Significant Accounting Policies [Line Items]
Short-term investment contractual maturities	2 years		2 years

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Long-Lived Assets (Details Textual) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Goodwill And Intangible Assets Disclosure [Abstract]
Total amortization expense	$ 6.8	$ 7.8	$ 20.1	$ 23.5
Estimated total amortization expense 2015	26.4		26.4
Estimated total amortization expense 2016	21.3		21.3
Estimated total amortization expense 2017	16.1		16.1
Estimated total amortization expense 2018	12.7		12.7
Estimated total amortization expense 2019	$ 9.1		$ 9.1

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 16,747	$ 5,233	$ 38,899	$ 24,327
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(8,755)	(10,260)	(10,367)	(6,185)
Unrealized holding gains on short-term investments arising during period	(6)	(17)		(7)
Cash flow hedges:
Unrealized gains on change in fair value of interest rate swap contracts (net of tax effect of $0, $0, $0, and $110)				195
Reclassification adjustment for losses included in net income (net of tax effect of $0, $0, $0, and $(55))				(97)
Net change in cash flow hedges				98
Other comprehensive loss, net of tax	(8,761)	(10,277)	(10,367)	(6,094)
Total comprehensive income (loss), net of tax	$ 7,986	$ (5,044)	$ 28,532	$ 18,233

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Long-Lived Assets

9 Months Ended

Sep. 30, 2015

Goodwill And Intangible Assets Disclosure [Abstract]

Long-Lived Assets

3. LONG-LIVED ASSETS

Goodwill. The changes in the carrying amount of goodwill for the nine months ended September 30, 2015, were as follows (in thousands):

January 1, 2015 balance	$	225,269
Adjustments related to prior acquisitions		(45	)
Effects of changes in foreign currency exchange rates		(3,138	)
September 30, 2015 balance	$	222,086

Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of September 30, 2015 and December 31, 2014, the carrying values of these assets were as follows (in thousands):

	September 30, 2015							December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	127,042	$	(84,885	)	$	42,157	$	135,488	$	(88,585	)	$	46,903
Software		132,614		(94,328	)		38,286		131,529		(86,797	)		44,732
Total	$	259,656	$	(179,213	)	$	80,443	$	267,017	$	(175,382	)	$	91,635

The total amortization expense related to intangible assets for the third quarters of 2015 and 2014 were $6.8 million and $7.8 million, respectively, and for the nine months ended September 30, 2015 and 2014 were $20.1 million and $23.5 million, respectively. Based on the September 30, 2015 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2015 – $26.4 million; 2016 – $21.3 million; 2017 – $16.1 million; 2018 – $12.7 million; and 2019 – $9.1 million.

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Debt -Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Carrying value of debt	$ 284,845	$ 255,831
Current portion of long-term debt	(7,500)	(22,500)
Total long-term debt, net	277,345	233,331
Senior Subordinated Convertible Notes 2010
Debt Instrument [Line Items]
Carrying value of debt	140,470	135,831
2015 Credit Agreement | Term Loan
Debt Instrument [Line Items]
Carrying value of debt	$ 144,375
2012 Credit Agreement | Term Loan
Debt Instrument [Line Items]
Carrying value of debt		$ 120,000

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Stockholders' Equity and Equity Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2015

Stockholders Equity Note [Abstract]

Summary of Unvested Restricted Common Stock Activity

Stock-Based Awards. A summary of our unvested restricted common stock activity during the third quarter and nine months ended September 30, 2015 is as follows (shares in thousands):

	Quarter Ended September 30, 2015					Nine Months Ended September 30, 2015
	Shares			Weighted- Average  Grant Date Fair Value		Shares			Weighted- Average  Grant Date Fair Value
Unvested awards, beginning		2,283		$	25.34		2,311			$	22.81
Awards granted		30			31.70		625				29.76
Awards forfeited/cancelled		(41	)		24.04		(82	)			24.01
Awards vested		(228	)		26.60		(810	)			21.75
Unvested awards, ending		2,044		$	25.32		2,044			$	25.32