10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

Form 10-Q

______________________

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

For the quarterly period ended March 31, 2013

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 1-14379

______________________

CONVERGYS CORPORATION

(Exact name of registrant as specified in its charter)

______________________

Incorporated under the laws of the State of Ohio

201 East Fourth Street, Cincinnati, Ohio 45202

I.R.S. Employer Identification Number 31-1598292

Telephone - Area Code (513) 723-7000

______________________

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  ý    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  ý    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	ý	Accelerated filer	¨
Non-accelerated filer	¨	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  ý

At March 31, 2013, there were 105,063,188 common shares, without par value, outstanding, excluding amounts held in Treasury of 83,665,052.

CONVERGYS CORPORATION

Form 10-Q

For the Period Ended

March 31, 2013

INDEX

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements:
	Consolidated Statements of Income - Three Months Ended March 31, 2013 and 2012 (Unaudited)	3
	Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2013 and 2012 (Unaudited)	4
	Consolidated Balance Sheets - March 31, 2013 and December 31, 2012 (Unaudited)	5
	Consolidated Statements of Cash Flow - Three Months Ended March 31, 2013 and 2012 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	27
ITEM 4.	Controls and Procedures	28
PART II. OTHER INFORMATION
ITEM 1	Legal Proceedings	29
ITEM 1A.	Risk Factors	29
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
ITEM 6.	Exhibits	29
SIGNATURE		31

2

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended
	March 31,
(In millions, except per share amounts)	2013			2012
Revenues	$	493.5		$	497.5
Costs and Expenses:
Cost of providing services and products sold	318.2			317.7
Selling, general and administrative	114.6			124.7
Research and development costs	2.1			3.9
Depreciation	20.9			20.3
Amortization	1.2			1.9
Total costs and expenses	457.0			468.5
Operating Income	36.5			29.0
Other income, net	2.3			1.4
Interest expense	(2.9		)	(3.6		)
Income before Income Taxes	35.9			26.8
Income tax expense	5.7			5.4
Income from Continuing Operations, net of tax	30.2			21.4
(Loss) Income from Discontinued Operations, net of tax	(5.1		)	4.7
Net Income	$	25.1		$	26.1
Basic Earnings Per Common Share:
Continuing operations	$	0.28		$	0.19
Discontinued operations	(0.04		)	0.04
Basic Earnings per Common Share	$	0.24		$	0.23
Diluted Earnings Per Common Share:
Continuing operations	$	0.27		$	0.18
Discontinued operations	(0.04		)	0.04
Diluted Earnings per Common Share	$	0.23		$	0.22
Weighted Average Common Shares Outstanding:
Basic	105.7			115.9
Diluted	110.3			118.9
Cash dividends declared per share	$	0.06		$	—

See Notes to Consolidated Financial Statements.

3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended
	March 31,
(In millions)	2013			2012
Net Income	$	25.1		$	26.1
Other Comprehensive (Loss) Income, net of tax:
Foreign currency translation adjustments	(1.8		)	6.6
Unrealized holding (loss) gain on hedging activities	(1.8		)	8.4
Total other comprehensive (loss) income	(3.6		)	15.0
Total Comprehensive Income	$	21.5		$	41.1

See Notes to Consolidated Financial Statements.

4

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2013			December 31, 2012
(In Millions)
ASSETS
Current Assets
Cash and cash equivalents	$	525.0		$	554.7
Short term investments	78.0			83.8
Receivables, net of allowances of $7.0 and $5.9	325.7			319.8
Deferred income tax assets	12.1			8.9
Prepaid expenses	35.6			33.2
Other current assets	61.9			65.6
Current assets – held for sale	35.2			34.6
Total current assets	1,073.5			1,100.6
Property and equipment, net	268.4			279.2
Goodwill	577.7			577.7
Other intangibles, net	17.7			18.9
Deferred income tax assets	16.9			19.2
Other assets	39.9			42.3
Total Assets	$	1,994.1		$	2,037.9
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Debt and capital lease obligations maturing within one year	$	0.8		$	0.7
Payables and other current liabilities	260.7			285.8
Total current liabilities	261.5			286.5
Long-term debt and capital lease obligations	59.8			59.9
Deferred income tax liabilities	134.5			136.5
Accrued pension liabilities	112.9			109.2
Other long-term liabilities	73.8			73.9
Total liabilities	642.5			666.0
Shareholders’ Equity
Preferred shares – without par value, 5.0 authorized; none outstanding	—			—
Common shares – without par value, 500.0 authorized; 188.7 and 187.5 issued, 105.1 and 105.9 outstanding, as of March 31, 2013 and December 31, 2012, respectively	1,132.3			1,133.0
Treasury stock – 83.6 and 81.6 as of March 31, 2013 and December 31, 2012, respectively	(1,363.5		)	(1,329.2		)
Retained earnings	1,596.9			1,578.6
Accumulated other comprehensive loss	(14.1		)	(10.5		)
Total shareholders’ equity	1,351.6			1,371.9
Total Liabilities and Shareholders’ Equity	$	1,994.1		$	2,037.9

See Notes to Consolidated Financial Statements.

5

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31,
(In Millions)	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	25.1		$	26.1
(Loss) Income from discontinued operations, net of tax	(5.1		)	4.7
Income from continuing operations, net of tax	30.2			21.4
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities of continuing operations:
Depreciation and amortization	22.1			22.2
Deferred income tax expense	3.5			4.2
Stock compensation expense	4.5			4.4
Changes in assets and liabilities:
Change in receivables	(6.6		)	5.4
Change in other current assets	4.1			(5.6		)
Change in other assets and liabilities	(8.3		)	(13.4		)
Change in payables and other current liabilities	(26.8		)	(33.6		)
Net cash provided by operating activities of continuing operations	22.7			5.0
Net cash provided by operating activities of discontinued operations	—			6.9
Net cash provided by operating activities	22.7			11.9
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(12.1		)	(17.0		)
Purchase of short-term investments	(28.3		)	—
Proceeds from maturity of short-term investments	27.8			—
Net cash used in investing activities of continuing operations	(12.6		)	(17.0		)
Net cash used in investing activities of discontinued operations	—			(3.0		)
Net cash used in investing activities	(12.6		)	(20.0		)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of credit facilities and other debt, net	—			(5.3		)
Repurchase of common shares	(38.8		)	(0.9		)
Proceeds from exercise of stock options	2.4			3.0
Payments of dividends	(5.2		)	—
Excess tax benefits from share-based payment arrangements	1.8			—
Net cash used in financing activities of continuing operations	(39.8		)	(3.2		)
Net decrease in cash and cash equivalents	(29.7		)	(11.3		)
Cash and cash equivalents at beginning of period	554.7			421.8
Cash and cash equivalents at end of period	$	525.0		$	410.5

See Notes to Consolidated Financial Statements.

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in Millions Except Per Share Amounts)

(Unaudited)

(1) BACKGROUND AND BASIS OF PRESENTATION

Convergys Corporation (the Company or Convergys) is a global leader in customer management, focused on bringing value to its clients through every customer interaction.

Prior to May 2012, the Company had two reportable segments, Customer Management and Information Management. In March 2012, the Company signed a definitive agreement to sell the Information Management line of business to NetCracker Technology Corporation (NetCracker), a wholly owned subsidiary of NEC Corporation (NEC) for $449.0 in cash. The sale closed in May 2012, for which the Company received $462.6 in cash proceeds, including working capital adjustments. As a result of the sale of the Information Management line of business, the operating results related to Information Management have been reflected as discontinued operations for the first quarter of 2012. The total gain on the sale of the Information Management business amounted to $99.8 pretax, and $16.2, net of taxes at December 31, 2012. As of December 31, 2012, the Company maintained one reportable segment, reflecting the internal financial reporting structure and operating focus of the management team and chief operating decision maker.

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting (U.S. GAAP) and U.S. Securities and Exchange Commission (SEC) regulations, and, in the opinion of management, include all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows for each period shown. All adjustments are of a normal and recurring nature. Certain information and footnote disclosures normally included in Financial Statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted. Interim Consolidated Financial Statements are not necessarily indicative of the financial position or operating results for an entire year. These interim Consolidated Financial Statements should be read in conjunction with the audited Financial Statements and the Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 21, 2013. Certain balances in prior years have been reclassified to conform to the current year presentation.

(2) RECENT ACCOUNTING PRONOUNCEMENTS

In July 2012, the FASB issued ASU 2012-02, "Intangibles - Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment." The standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The approach is similar to the guidance in ASU 2011-08 finalized in 2011 for goodwill impairment testing. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company adopted ASU 2012-02 effective January 1, 2013 and does not expect this pronouncement to have a material effect on the consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The standard requires an entity to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For reclassification items not required under U.S. GAAP to be reclassified directly to net income in their entirety in the same reporting period, an entity is required to cross-reference to other disclosures currently required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-02 applies to all public and private companies that report items of other comprehensive income. ASU 2013-02 is effective for reporting periods beginning after December 15, 2012, with prospective adoption required. The Company adopted ASU 2013-02 effective January 1, 2013. See Note 15.

(3) DIVESTITURES AND DISCONTINUED OPERATIONS

On May 16, 2012, the Company completed the sale of its Information Management line of business to NEC Corporation for $449.0 in cash. The Company recorded a gain of $99.8 pretax and $16.2, net of taxes in 2012. The sale of Information Management was a taxable transaction that resulted in $83.6 being recorded for the combined federal, state and foreign income tax obligation. The high effective tax rate is primarily due to a lower basis in net assets, including goodwill, for tax purposes compared to their book basis. The gain on sale included the elimination of $201.7 of goodwill and intangible assets.

The results of the Information Management business have been classified as discontinued operations for the first quarter of 2012. Certain costs previously allocated to the Information Management segment that do not qualify for discontinued

7

operations accounting treatment are now reported as costs from continuing operations. These costs were $6.0 for the three months endedMarch 31, 2012. The Company is taking actions to reduce these costs and expects transition services revenue from services provided to the buyer subsequent to completion of the sale to offset a significant portion of these costs. During the three months endedMarch 31, 2013, we earned $4.9 in revenue under these transition services agreements. While the transition services agreements vary in duration up to 24 months from the date of sale depending upon the type of service provided, our expectation is that we will substantially eliminate the underlying costs as the transition services are completed.

The results of the Information Management business included in discontinued operations for the three months ended March 31, 2013 and 2012 are summarized as follows:

	Three Months Ended March, 31,
	2013			2012
Revenue	$	—		$	82.0
Income before tax - Information Management operations(1)	—			7.7
Loss on disposition	(8.0		)	—
(Loss) Income before income taxes	(8.0		)	7.7
Income tax expense
Expense related to Information Management operations	—			3.0
Benefit related to gain on disposition	(2.9		)	—
(Loss) Income from discontinued operations, net of tax	$	(5.1	)	$	4.7

(1) Includes $4.9 of transaction costs related to the sale for the three months ended March 31, 2012 and excludes costs previously allocated to Information Management that did not meet the criteria for presentation within discontinued operations of $6.0 for the three months endedMarch 31, 2012.    

(4) EARNINGS PER SHARE AND SHAREHOLDERS’ EQUITY

Earnings per Share

The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share (EPS) computations:

		Continuing Operations					Discontinued Operations						Total
Three Months Ended March 31, 2013	Shares	Income		Per Share Amount			Income			Per Share Amount			Per Share Amount
Basic EPS	105.7	$	30.2	$	0.28		$	(5.1	)	$	(0.04	)	$	0.24
Effect of dilutive securities:
Stock-based compensation arrangements	1.4	—		—			—			—			—
Convertible Debt	3.2	—		(0.01		)	—			—			(0.01		)
Diluted EPS	110.3	$	30.2	$	0.27		$	(5.1	)	$	(0.04	)	$	0.23
Three Months Ended March 31, 2012
Basic EPS	115.9	$	21.4	$	0.19		$	4.7		$	0.04		$	0.23
Effect of dilutive securities:
Stock-based compensation arrangements	2.0	—		(0.01		)	—			—			(0.01		)
Convertible Debt	1.0	—		—			—			—			—
Diluted EPS	118.9	$	21.4	$	0.18		$	4.7		$	0.04		$	0.22

The diluted EPS calculation excludes the effect of 0.7 outstanding stock options for the three months endedMarch 31, 2013 and 2.4 outstanding stock options for the three months endedMarch 31, 2012 because their effect is anti-dilutive. The calculation at March 31, 2013 also excludes 0.3 and 0.3 performance-based restricted stock units granted in 2013 and 2012 as performance criteria have not yet been met. As described more fully in Note 8, the Company issued approximately $125.0 aggregate principal amount of 5.75% Junior Subordinated Convertible Debentures due 2029 (2029 Convertible Debentures). The 2029 Convertible Debentures are convertible, subject to certain conditions, into shares of the Company’s common stock at an initial conversion price of approximately $12.07 per share, or eighty-two and eighty-two hundredths shares per one thousand

8

in principal amount of debentures. The conversion rate will be subject to adjustments for certain events outlined in the indenture governing the Debentures (the Indenture), including payment of dividends. There were 3.2 dilutive shares related to the 2029 Convertible Debentures for the three months endedMarch 31, 2013.

Shareholders’ Equity

The Company repurchased 2.1 shares of its common stock during the three months endedMarch 31, 2013 at an average price of $16.65 per share for a total of $35.4 under the Company's existing defined repurchase plans. Based upon timing of the transactions, $0.2 of shares repurchased had not settled as of March 31, 2013. These shares are excluded from outstanding shares at the end of the current quarter and will be settled in cash during the second quarter of 2013. As of March 31, 2013, the Company had the authority to repurchase an additional $217.0 of outstanding common shares pursuant to current authorizations. The Company also repurchased 1.5 shares at an average price of $16.40 for aggregate proceeds of $24.4 subsequent to March 31, 2013 through April 30, 2013.

Dividends

On October 23, 2012, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.05, which was paid on January 4, 2013 to all shareholders of record as of December 21, 2012. On February 7, 2013, the Company announced that the Board of Directors raised the dividend 20 percent to $0.06 per share. The quarterly cash dividend payment of $0.06 was paid on April 5, 2013 to shareholders of record at the close of business on March 22, 2013. On April 30, 2013, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.06, which is scheduled to be made on July 5, 2013, to shareholders of record at the close of business on June 21, 2013.

The Board expects that future cash dividends will be paid on a quarterly basis. However, any decision to pay future cash dividends will be subject to Board approval, and will depend on the Company's future earnings, cash flow, financial condition, financial covenants and other relevant factors.

(5) EMPLOYEE BENEFIT PLANS

The Company sponsors a frozen defined benefit pension plan, which includes both a qualified and non-qualified portion, for eligible employees (the Cash Balance Plan) in North America. The Company recorded a liability of $72.9 and $70.0 as of March 31, 2013 and December 31, 2012, respectively, for the Cash Balance Plan. In addition, the Company sponsors an unfunded defined benefit plan for certain eligible employees in the Philippines. The Company recorded a liability of $25.6 and $23.8 as of March 31, 2013 and December 31, 2012, respectively, for the Philippines plan. Components of pension cost for these plans are as follows:

	Three Months Ended March 31,
	2013			2012
Interest cost on projected benefit obligation	$	2.8		$	3.0
Service cost	1.8			1.4
Expected return on plan assets	(2.6		)	(3.0		)
Amortization and deferrals - net	3.5			2.8
Pension cost	$	5.5		$	4.2

Pension cost includes expense related to discontinued operations of $1.1 for the three months endedMarch 31, 2012. The Company contributed $10.0 to fund the Cash Balance Plan subsequent to March 31, 2013 and prior to the filing of this report.

The Company also sponsors a non-qualified, unfunded executive deferred compensation plan and a supplemental, non-qualified, unfunded plan for certain senior executive officers. Components of pension cost for the unfunded executive pension plans are as follows:

9

	Three Months Ended March 31,
	2013		2012
Interest cost on projected benefit obligation	$	0.1	$	0.2
Service cost	—		0.1
Amortization and deferrals - net	0.1		—
Pension cost	$	0.2	$	0.3

During the three months ended March 31, 2013, the Company recognized a settlement loss of $0.2 related to the supplemental, non-qualified, unfunded plan and a settlement gain of $0.2 related to the unfunded executive compensation plan. Subsequent to recognition of the settlement loss related to the supplement, non-qualified, unfunded plan, this plan has been fully settled.

(6) RESTRUCTURING

2012 Restructuring

During 2012, the Company recorded restructuring charges of $11.6, consisting of $11.4 of severance-related charges and $0.2 of facility-related charges, as described below. The $11.4 of severance-related charges impacted approximately 100 professional employees and reflect the change in the Company's executive management team and realignment of Corporate overhead as a result of the sale of the Information Management business. These severance-related charges are expected to be substantially paid in cash by June 30, 2013 pursuant to the Company's severance policies. The total remaining liability under this severance-related restructuring plan, which is included within Payables and other current liabilities on the Company's Consolidated Balance Sheets was $1.4 as of March 31, 2013 and $5.2 as of December 31, 2012.

Facilities Restructuring

The Company's facilities restructuring reserves are equal to the estimated future costs associated with the facilities, net of proceeds from any probable future sublease agreements. The Company uses estimates, based on consultation with the Company’s real estate advisers, to determine the proceeds from any future sublease agreements. The Company continues to evaluate these estimates in assessing the facilities abandonment liability. The remaining liability for previously exited facilities, which is included within Payables and other current liabilities on the Company’s Consolidated Balance Sheets was $0.2 as of March 31, 2013 and $0.3 as of December 31, 2012.

(7) STOCK-BASED COMPENSATION PLANS

The Company’s operating results for the three months endedMarch 31, 2013 included long-term incentive plan expense of $4.5 compared to $5.3 for the same period in 2012. Long-term incentive plan expense includes expense related to discontinued operations of $0.8 for the three months endedMarch 31, 2012. Long-term incentive plan expense includes: (a) incentive plan expense that is paid in cash based on relative shareholder return and (b) stock compensation expense. Stock compensation expense for the three months endedMarch 31, 2013 was $4.5 compared to $5.2 for the same period in 2012.

Stock Options

A summary of stock option activity for the three months endedMarch 31, 2013 is presented below:

Shares in Millions Except Per Share Amounts	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Weighted Average Fair Value at Date of Grant (per share)
Options outstanding at January 1, 2013	1.2		$	12.91	6.6	$	4.73
Options exercisable at January 1, 2013	0.3		$	11.86	0.8	$	3.99
Exercised	(0.2	)	11.98
Forfeited	(0.1	)	13.18
Options outstanding at March 31, 2013	0.9		$	13.16	7.8	$	3.77
Options exercisable at March 31, 2013	0.3		$	13.29	6.2	$	4.09

Stock compensation expense for the 2011 and 2012 stock option grants was $0.3 in the first three months of 2013.

10

Restricted Stock Awards

During the three months endedMarch 31, 2013 and 2012, the Company granted 0.9 shares and 1.4 shares, respectively, of restricted stock units. The weighted-average fair values of these grants were $16.45 and $12.92 per share, respectively. Included in these amounts were 0.4 shares and 0.6 shares, respectively, of performance-based restricted stock units granted at the fair value of $16.22 and $12.93 per share, respectively, equal to the Company’s share price at grant date, that vest upon the Company’s satisfaction of certain financial performance conditions.

The 2013 performance-based grants include 0.3 shares that provide for payout based upon the extent to which the Company achieves certain EPS targets, as determined by the Compensation and Benefits Committee of the Board of Directors, over a three-year period. Payout levels range from 50% to 200% of award shares earned. No payout can be earned if performance is below the minimum threshold level. As the targets for the second and third year have not yet been set, the key terms have not been effectively communicated to the recipients; as such the expense related to these grants cannot be recognized until such terms are established. These grants have been excluded from the table below. The remaining 0.1 of performance-based shares granted in 2013 vested immediately.

The 2012 performance-related grants provide for payout based upon the extent to which the Company achieves certain EBITDA targets, as determined by the Compensation and Benefits Committee of the Board of Directors for this award, over a two-year period. Payout levels range from 50% to 200% of award shares earned. No payout can be earned if performance is below the minimum threshold level. Compensation cost related to these 2012 grants will be adjusted based upon expected performance as compared to defined targets.

The 2013 time-based grants are scheduled to vest 25% at the completion of year one after the grant date, 25% after year two and 50% after year three. The 2012 time-based grants are scheduled to vest 50% at the end of year two and 50% at the end of the year three. The 2011 time-based grants vested 50% at the completion of year two after grant date with the remaining 50% scheduled to vest at the end of year three.

The total compensation cost related to non-vested time-based and performance-based restricted stock units not yet recognized as of March 31, 2013 was approximately $15.3 and $3.6, respectively, which is expected to be recognized over a weighted average of 1.2 years and 0.5 years, respectively. Changes to non-vested time-based and performance-based restricted stock and restricted stock units for the three months endedMarch 31, 2013 were as follows:

Time-based Restricted Stock Units

Shares in Millions Except Per Share Amounts	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2012	1.6		$	13.04
Granted	0.5		16.15
Vested	(0.5	)	13.17
Forfeited	—		—
Non-vested at March 31, 2013	1.6		$	14.05

Performance-based Restricted Stock Units

Shares in Millions Except Per Share Amounts	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2012	0.9		$	12.69
Granted	0.1		16.45
Vested	(0.7	)	13.23
Forfeited	—		—
Non-vested at March 31, 2013	0.3		$	12.94

(8) DEBT AND CAPITAL LEASE OBLIGATIONS

Debt and capital lease obligations consist of the following:

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	March 31, 2013		December 31, 2012
Revolving credit facilities	$	—	$	—
2029 Convertible Debentures	58.6		58.4
Capital Lease Obligations	2.0		2.2
Accounts Receivable Securitization	—		—
Total debt	60.6		60.6
Less current maturities	0.8		0.7
Long-term debt	$	59.8	$	59.9

On March 11, 2011, the Company entered into a $300 Four-Year Competitive Advance and Revolving Credit Facility Agreement (the 2011 Credit Facility), replacing the Company’s $400 Five-Year Competitive Advance and Revolving Credit Facility Agreement (the 2006 Credit Facility), which was terminated at that time. Convergys has two borrowing options available under the 2011 Credit Facility: (i) a competitive advance option which will be provided on an uncommitted competitive advance basis through an auction mechanism and (ii) a revolving credit option which will be provided on a committed basis. Under each option, amounts borrowed and repaid may be re-borrowed subject to availability. Borrowings under the 2011 Credit Facility bear interest at one of the rates described in the 2011 Credit Facility. The maturity date of the 2011 Credit Facility is March 11, 2015 except that, upon the satisfaction of certain conditions, Convergys may extend the maturity date by one year twice during the term. Convergys will pay an annual facility fee regardless of utilization. At March 31, 2013, the facility was undrawn. The Company was in compliance with all covenants at March 31, 2013.

In the fourth quarter of 2009, the Company announced an offer to exchange one thousand twenty dollars in principal amount of its 5.75% Junior Subordinated Convertible Debentures due September 2029 (2029 Convertible Debentures) for each one thousand dollars in principal amount of its 4.875% Unsecured Senior Notes (4.875% Senior Notes) due December 15, 2009. Convergys issued a total of $125.0 aggregate principal amount of the 2029 Convertible Debentures in exchange for $122.5 of the 4.875% Senior Notes. At the date of issuance, the Company recognized the liability component of the 2029 Convertible Debenture at its fair value of $56.3. The liability component is recognized as the fair value of a similar instrument that does not have a conversion feature at issuance. The equity component, which is the value of the conversion feature at issuance, was recognized as the difference between the proceeds from the issuance of the debentures and the fair value of the liability component, after adjusting for the deferred tax impact of $32.7. The 2029 Convertible Debentures were issued at a coupon rate of 5.75%, which was below that of a similar instrument that does not have a conversion feature. Therefore, the valuation of the debt component, using the income approach, resulted in a debt discount. The debt discount will be amortized over the life of a similar debt instrument without a conversion feature, which the Company determined to equal the contractual maturity of the 2029 Convertible Debentures. Amortization is based upon the effective interest rate method and will be included within the interest expense caption in the accompanying Consolidated Statements of Income.

The 2029 Convertible Debentures are convertible, subject to certain conditions, into shares of the Company’s common stock at an initial conversion price of approximately $12.07 per share, or eighty-two and eighty-two hundredths shares of the Company’s common stock per one thousand dollars in principal amount of Debentures. Upon conversion, the Company will pay cash up to the aggregate principal amount of the converted 2029 Convertible Debentures and settle the remainder of the conversion value of the Debentures in cash or stock at the Company’s option. The conversion rate will be subject to adjustment for certain events outlined in the indenture governing the Debentures (the Indenture), including payment of dividends. The conversion rate will increase for a holder who elects to convert this Debenture in connection with certain share exchanges, mergers or consolidations involving the Company, as described in the Indenture. The 2029 Convertible Debentures, which pay a fixed rate of interest semi-annually, have a contingent interest component that will require the Company to pay interest based on the trading price of the Debentures exceeding a specified threshold at specified times, commencing on September 15, 2019, as outlined in the Indenture. The maximum amount of contingent interest that will accrue is 0.75% per annum of the average trading price of the Debentures during the periods specified in the Indenture. The fair value of this embedded derivative was not significant at March 31, 2013 or December 31, 2012.

During June 2011, the Company extended the terms of an asset securitization facility collateralized by accounts receivable of certain of the Company's subsidiaries, with a purchase limit of $150.0 expiring in June 2014. The asset securitization program is conducted through Convergys Funding Inc., a wholly-owned bankruptcy remote subsidiary of the Company. As of March 31, 2013 and December 31, 2012, the facility was undrawn.

At March 31, 2013, future minimum payments of the Company’s debt arrangements are as follows:

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Remainder of 2013 and 2014	$	1.3
2015	0.7
2016	—
2017	—
2018	—
Thereafter	125.0
Total	$	127.0

(9) COMMITMENTS AND CONTINGENCIES

Commitments

At March 31, 2013, the Company had outstanding letters of credit of $41.8 and other bond obligations of $1.5 related to performance and payment guarantees. The Company believes that any guarantee obligation that may arise will not be material. The Company also has purchase commitments with telecommunications providers of $11.9 for the remainder of 2013.

At March 31, 2013, the Company had an outstanding performance bond obligation of $30.0 related to a performance and payment guarantee for the Company’s former HR Management line of business which was sold in 2010 to NorthgateArinso. Subsequent to completion of the sale of the HR Management business, the Company continues to be responsible for this bond obligation. As part of the gain on disposition, the Company recognized a liability equal to the present value of probability weighted cash flows of potential outcomes, a Level 3 fair value measurement. Although the buyer is obligated to indemnify the Company for any and all losses, costs, liabilities and expenses incurred related to these performance bonds, as of March 31, 2013, the Company maintains a liability of $1.0 for these obligations.

Contingencies

The Company from time to time is involved in various loss contingencies, including tax and legal contingencies that arise in the ordinary course of business. The Company accrues for a loss contingency when it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated. At this time, the Company believes that the results of any such contingencies, either individually or in the aggregate, will not have a materially adverse effect on the Company’s results of operations or financial condition. However, the outcome of any litigation cannot be predicted with certainty. An unfavorable resolution of one or more pending matters could have a materially adverse impact on the Company’s results of operations or financial condition in the future.

In November 2011, one of the Company's call center clients tendered a contractual indemnity claim to Convergys Customer Management Group, Inc., a subsidiary of the Company, relating to a putative class action captioned Brandon Wheelock, individually and on behalf of a class and subclass of similarly situated individuals, v. Hyundai Motor America, Orange County Superior Court, California, Case No. 30-2011-00522293-CU-BT-CJC. The lawsuit alleges that Hyundai Motor America violated California's telephone recording laws by recording telephone calls with customer service representatives without providing a disclosure that the calls might be recorded. Plaintiff is seeking, among other things, an order certifying the suit as a California class action, statutory damages, payment of attorneys' fees and pre- and post-judgment interest. Convergys Customer Management Group, Inc. is not named as a defendant in the lawsuit and has not agreed to indemnify Hyundai. On March 5, 2012, the court sustained a demurrer filed by Hyundai to one of the Plaintiff's causes of action, but overruled the demurrer as the Plaintiff's other cause of action. On March 15, 2012, Plaintiff filed an amended complaint. Hyundai answered the amended complaint on April 16, 2012, by generally denying the allegations and asserting certain affirmative defenses. On May 7, 2012, Hyundai filed a motion for summary judgment based on Hyundai's claim that an exemption under the California recording laws was intended to exempt the type of recording done by Hyundai's call centers. On January 10, 2013, the court heard arguments on Hyundai's motion for summary judgment. On February 5, 2013, the court denied the motion. On March 6, 2013, Hyundai filed a petition for writ of mandate with the California Court of Appeal, Fourth Appellate District, requesting that the court of appeal issue a petition directing the trial court to vacate its prior order and enter a new order granting Hyundai's motion for summary judgment. On March 20, 2013, Plaintiff filed a preliminary opposition to Hyundai's petition for writ of mandate, and on March 27, 2013, Hyundai filed its preliminary reply in support of its petition for writ of mandate.  The court of appeal has not yet ruled on Hyundai's petition for writ of mandate, and at a status conference on April 10, 2013, the trial court continued a previously granted stay on formal discovery and motions and scheduled a status conference on July 9, 2013.

Convergys Customer Management Group, Inc. is not named as a defendant in the lawsuit, and there has been no determination as to whether Convergys Customer Management Group, Inc. will be required to indemnify Hyundai. The

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Company believes Convergys Customer Management Group, Inc. has meritorious defenses to Hyundai's demand for indemnification and also believes there are meritorious defenses to Plaintiff's claims in the lawsuit. The likelihood of losses that may become payable under such claims, the amount of reasonably possible losses associated with such claims, and whether such losses may be material cannot be determined or estimated at this time. For these reasons, the Company has not established a reserve with respect to this matter. 

On March 28, 2013, the Company received a demand from a subsidiary of NEC Corporation for defense and indemnification under the stock and asset purchase agreement among the Company, NEC Corporation and the subsidiary with respect to the sale by the Company of its Information Management business. The demand was made in connection with a third party claim that, among other things, the business lacked certain necessary software licenses at the time of the sale. The parties are currently in settlement negotiations. While the Company believes that it has meritorious defenses to both the indemnification claim and the underlying third party claim, an accrual has been established that is representative of the best estimate of the losses expected to be incurred in connection with the resolution of these claims. The ultimate resolution of the claim is not expected to have a material impact on the Company's liquidity.

(10) FAIR VALUE DISCLOSURES

U.S. GAAP defines a hierarchy which prioritizes the inputs in measuring fair value. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

At March 31, 2013 and December 31, 2012, the Company had foreign currency forward contracts measured at fair value. The fair values of these instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts. There were no transfers between the three levels of the fair value hierarchy during the three months endedMarch 31, 2013 and 2012. The assets and liabilities measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012 were as follows:

	March 31, 2013		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivatives
Foreign currency forward contracts (asset position)	$	23.8	$	—	$	23.8	$	—
Foreign currency forward contracts (liability position)	$	9.0	$	—	$	9.0	$	—

	December 31, 2012		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivatives
Foreign currency forward contracts (asset position)	$	28.0	$	—	$	28.0	$	—
Foreign currency forward contracts (liability position)	$	9.6	$	—	$	9.6	$	—

The Company also had investment securities held in a grantor trust for the benefit of participants of the executive deferred compensation plan measured at fair value at March 31, 2013 and December 31, 2012. The fair value of these instruments was measured using the quoted prices in active markets for identical assets (Level 1). The assets measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012 were as follows:

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	March 31, 2013		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment securities:
Mutual funds	$	10.0	$	10.0	$	—	$	—
Convergys common stock	2.4		2.4		—		—
Money market accounts	0.8		0.8		—		—
Total	$	13.2	$	13.2	$	—	$	—

	December 31, 2012		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment securities:
Mutual funds	$	13.3	$	13.3	$	—	$	—
Convergys common stock	4.9		4.9		—		—
Money market accounts	1.3		1.3		—		—
Total	$	19.5	$	19.5	$	—	$	—

At March 31, 2013, the Company held time deposits with maturities greater than 90 days and less than 180 days measured at fair value. The valuation technique used to measure the fair value of the time deposits was based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. The assets measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012 were as follows:

	March 31, 2013		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Short Term Investments:
Cash Time Deposits	$	64.8	$	—	$	64.8	$	—
Total	$	64.8	$	—	$	64.8	$	—

	December 31, 2012		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Short Term Investments:
Cash Time Deposits	$	64.3	$	—	$	64.3	$	—
Total	$	64.3	$	—	$	64.3	$	—

Fair values of cash equivalents and current accounts receivable and payable approximate the carrying amounts because of their short-term nature. The fair value of short-term debt approximates its recorded value because of its short-term nature. Based on quoted market prices at March 31, 2013, the fair value of the $125.0 of the Company’s 2029 Convertible Debentures is $211.4.

(11) FINANCIAL INSTRUMENTS

Derivative Instruments

The Company is exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices. The Company’s risk management strategy includes the use of derivative instruments to reduce the effects on its operating results and cash flows from fluctuations caused by volatility in currency exchange rates.

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The Company serves many of its U.S.-based clients using contact center capacity in the Philippines, India, Canada and Colombia. Although the contracts with these clients are typically priced in U.S. dollars, a substantial portion of the costs incurred to render services under these contracts are denominated in Philippine pesos (PHP), Indian rupees (INR), Canadian dollars (CAD) or Colombian pesos (COP), which represents a foreign exchange exposure. The Company also maintains a contract with a client priced in Australian dollars (AUD). The Company has hedged a portion of its exposure related to the anticipated cash flow requirements denominated in these foreign currencies by entering into forward exchange contracts and options with several financial institutions to acquire a total of PHP 19,677.0 at a fixed price of $460.5 at various dates through March 2016, INR 12,224.5 at a fixed price of $215.2 at various dates through March 2016, CAD 22.0 at a fixed price of $21.4 at various dates through December 2014 and COP 39,000.0 at a fixed price of $20.3 at various dates through December 2014, and to sell a total of AUD 46.9 at a fixed price of $47.9 at various dates through June 2014. These instruments mature within the next 36 months and had a notional value of $765.3 at March 31, 2013 and $590.4 at December 31, 2012. The derivative instruments discussed above are designated and effective as cash flow hedges. The following table reflects the fair values of these derivative instruments:

	March 31, 2013		December 31, 2012
Forward exchange contracts and options designated as hedging instruments:
Included within other current assets	$	14.4	$	16.4
Included within other non-current assets	9.4		11.6
Included within other current liabilities	5.3		6.0
Included within other long-term liabilities	2.8		3.5

The Company recorded a deferred tax liability of $6.1 and $7.1 related to these derivatives at March 31, 2013 and December 31, 2012, respectively. A total of $9.6 and $11.4 of deferred gains, net of tax, related to these cash flow hedges at March 31, 2013 and December 31, 2012, respectively, were included in accumulated other comprehensive loss (OCL). As of March 31, 2013, deferred gains of $9.1 ($5.5 net of tax), on derivative instruments included in accumulated OCL are expected to be reclassified into earnings during the next twelve months. The following table provides the effect of these derivative instruments on the Company’s Consolidated Financial Statements for the three months endedMarch 31, 2013 and 2012:

	Gain (Loss) Recognized in OCL on Derivative (Effective Portion)		Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)		Location of Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
Three Months Ended March 31, 2013
Foreign exchange contracts	$	1.3	$	4.2	- Cost of providing services and products sold and Selling, general and administrative
Three Months Ended March 31, 2012
Foreign exchange contracts	$	16.1	$	2.3	- Cost of providing services and products sold and Selling, general and administrative

The amount recognized related to the ineffective portion of the derivative instruments was not material for the three months endedMarch 31, 2013.

The Company also enters into derivative instruments (forwards) to economically hedge the foreign currency impact of assets and liabilities denominated in nonfunctional currencies. The Company recorded a net gain of $0.2 and $0.9 during the three months endedMarch 31, 2013 and 2012, respectively, related to changes in fair value of these derivative instruments not designated as hedges. The gains and losses largely offset the currency gains and losses that resulted from changes in the assets and liabilities denominated in nonfunctional currencies. These gains and losses are classified within other income, net in the accompanying Consolidated Statements of Income. The fair value of these derivative instruments not designated as hedges at March 31, 2013 was $0.9.

A few of the Company’s counterparty agreements related to derivative instruments contain provisions that require that the Company maintain collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments in a liability position on March 31, 2013 is $9.0 for which the Company has posted no collateral. Future

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downgrades in the Company’s credit ratings and/or changes in the foreign currency markets could result in collateral being provided to counterparties.

Short Term Investments

In December 2011, the Company made investments in certain securities, included within short-term investments in the Consolidated Balance Sheets, which are held in a grantor trust for the benefit of participants of the executive deferred compensation plan, which was frozen during the fourth quarter of 2011. This investment was made in securities reflecting the hypothetical investment balances of plan participants. As of March 31, 2013, the Company maintained investment securities with a fair value of $13.2 classified as trading securities. The investment securities include exchange-traded mutual funds, common stock of the Company and money market accounts. These securities are carried at fair value, with gains and losses, both realized and unrealized, reported in other income (expense), net in the Consolidated Statements of Income. The cost of securities sold is based upon the specific identification method. Interest and dividends on securities classified as trading are included in other income (expense), net.

Additionally, during 2012, the Company made investments in time deposits with maturities greater than 90 days and less than 180 days, included within short-term investments in the Consolidated Balance Sheets. As of March 31, 2013, the Company maintained short-term time deposits with a fair value of $64.8.

(12) INCOME TAXES

The liability for unrecognized tax benefits was $54.7 and $54.0 at March 31, 2013 and December 31, 2012, respectively, and is included in other long-term liabilities in the accompanying Consolidated Balance Sheets. The total amount of unrecognized tax benefits that would affect income tax expense if recognized in the Consolidated Financial Statements is $46.2. This amount includes interest and penalties of $17.8. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between approximately $3 and $10 in the next twelve months; however, actual developments in this area could differ from those currently expected.

The effective tax rate on net income from continuing operations was 15.9% for the three months ended March 31, 2013 compared to 20.1% in the same period last year. The lower tax rate in the current period is primarily due to a shift in the geographic mix of worldwide income and certain discrete items, including credits reinstated by the American Taxpayers Relief Act of 2012, which were recorded in the first quarter of 2013.

(13) GOODWILL AND OTHER INTANGIBLE AND LONG-LIVED ASSETS

Goodwill and Intangible Assets

Goodwill was $577.7 at March 31, 2013 and at December 31, 2012. Intangible assets (including software and customer relationships) decreased to $31.3 at March 31, 2013 from $33.7 at December 31, 2012, primarily due to amortization. As of March 31, 2013, the Company’s total identifiable intangible assets, acquired primarily through business combinations, consisted of the following:

	Gross Carrying Value		Accumulated Amortization			Net
Software (classified with Property, Plant & Equipment)	$	41.3	$	(27.7	)	$	13.6
Trademarks	10.0		(10.0		)	—
Customer relationships and other intangibles	119.5		(101.8		)	17.7
Total	$	170.8	$	(139.5	)	$	31.3

The intangible assets are being amortized using the following amortizable lives: 5 to 8 years for software, 4 years for trademarks, and 7 to 12 years for customer relationships and other intangibles. The remaining weighted average depreciation period for software is 3.3 years. The remaining weighted average amortization period for trademarks, customer relationships and other intangibles is 6.3 years. Amortization of software is included within depreciation expense as the underlying assets are classified within property, plant and equipment.

Trademarks, customer relationships, and other intangibles amortization expense was $1.2 and $1.9 for the three months endedMarch 31, 2013 and 2012, respectively, and is estimated to be approximately $4.7 for the year ended December 31, 2013. The related estimated expense for the five subsequent years ended December 31 is as follows:

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2014	$	3
2015	3
2016	2
2017	2
2018	2
Thereafter	3

Long-Lived Assets

The Company evaluates its property, plant and equipment when events or circumstances indicate a possible inability to recover their carrying amounts. During 2012, the Company committed to a plan to sell its Corporate office facilities in Cincinnati, Ohio. The facility met the "Held-for-Sale" criteria set forth in U.S. GAAP, resulting in classification of $35.2 of property, plant and equipment as held-for-sale; the book value was adjusted to its fair value less costs to sell, resulting in an impairment charge of $42.6 ($27.0 after tax) recorded during the second quarter of 2012. This facility continues to be presented as held-for-sale at March 31, 2013. Fair value was determined based on discounted cash flow analysis which contains significant unobservable inputs that fall within Level 3 of the fair value hierarchy under U.S. GAAP.

(14) PAYABLES AND OTHER CURRENT LIABILITIES

	At March 31, 2013		At December 31, 2012
Accounts payable	$	37.0	$	50.6
Accrued income and other taxes	24.8		21.2
Accrued payroll-related expenses	80.8		85.6
Derivative liabilities	6.2		6.1
Accrued expenses	80.6		85.7
Deferred revenue and government grants	29.7		31.1
Restructuring and exit costs	1.6		5.5
	$	260.7	$	285.8

(15) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss):

Changes in Accumulated Other Comprehensive Income (Loss) by Component
For the Three Months Ended March 31, 2013
		Foreign Currency			Derivative Financial Instruments			Pension Liability			Total
Balance at December 31, 2012		$	36.4		$	11.4		$	(58.3	)	$	(10.5	)
	Other comprehensive (loss) income before reclassifications	(1.8		)	0.8			—			(1.0		)
	Amounts reclassified from accumulated other comprehensive loss	—			(2.6		)	—			(2.6		)
Net current-period other comprehensive loss		(1.8		)	(1.8		)	—			(3.6		)
Balance at March 31, 2013		$	34.6		$	9.6		$	(58.3	)	$	(14.1	)

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss):

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Reclassifications out of Accumulated Other Comprehensive Income (Loss)
For the Three Months Ended March 31, 2013
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)		Affected Line Item in the Consolidated Statements of Income
Gain (loss) on derivative instruments	4.2		Cost of providing services and products sold and Selling, general and administrative
	(1.6	)	Tax expense
	2.6		Net of tax

(16) SUBSEQUENT EVENTS

In April 2013, the Company signed a definitive share-sale agreement under which Convergys agreed to acquire New Zealand-based Datacom's contact center operations in Kuala Lumpur, Malaysia, and Manila, Philippines for $20 AUD. The acquisition adds 15 Asian languages to Convergys' language capabilities and approximately 1,000 employees, working in three Southeast Asia contact centers, to Convergys' global operations. The transaction closed on April 30, 2013.

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ITEM 2.

MANAGEMENT DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollar amounts in Millions Except Per Share Amounts)

BACKGROUND

Convergys Corporation (we, the Company or Convergys) is a global leader in customer management, focused on bringing value to our clients through every customer interaction. Over half of the Fortune 50 companies trust us to care for their most important asset: their customers. Our business model allows us to deliver consistent, quality service at the scale and in the geographies that meet our clients' business needs and pro-actively partner to solve client business challenges through our account management model. We leverage our breadth and depth of capabilities to help leading companies create quality customer experiences across multiple channels, while increasing revenue and reducing their cost to serve.

Operations and Structure

Prior to May 2012, we had two reportable segments, Customer Management and Information Management. In March 2012, we signed a definitive agreement to sell the Information Management line of business to NEC Corporation for $449.0 in cash. The sale closed in May 2012, for which we received $462.6 in cash, including $12.9 for working capital adjustments. As a result of the sale of the Information Management business, the operating results and assets and liabilities related to Information Management have been reflected as discontinued operations for all periods presented. The total gain on the sale of the Information Management business amounted to $99.8 pretax and $16.2, net of taxes, at December 31, 2012. As of December 31, 2012, we maintained one reportable segment, reflecting the internal financial reporting structure and operating focus of our management team and chief operating decision maker.

Convergys handles more than 4 billion customer contacts per year. We have approximately 76,000 employees in over 70 locations across the globe and in our work-at-home environment. We provide multilingual, multichannel customer care with global service delivery infrastructure that operates 24 hours a day, 365 days a year.

Agent-related revenues, which accounted for more than 90% of revenues for the three months endedMarch 31, 2013, are typically recognized as the services are performed based on staffing hours or the number of contacts handled by service agents using contractual rates. Remaining revenues are derived from the sale of premise-based and hosted automated self-care and technology solutions and provision of professional services. Revenues from the sale of these solutions and provision of services are typically recognized as the services are provided over the duration of the contract using contractual rates.

Additional Information

The Company files annual, quarterly and current reports and proxy statements with the SEC. These filings are available to the public over the Internet on the SEC’s website at http://www.sec.gov and on the Company’s website at http://www.convergys.com. You may also read and copy any document we file with the SEC at its public reference facilities in Washington, D.C. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. You can also inspect reports, proxy statements and other information about Convergys at the offices of the NYSE Euronext, 11 Wall Street, New York, New York 10005.

FORWARD-LOOKING STATEMENTS

This report contains statements, estimates, or projections that constitute "forward-looking statements" as defined under U.S. federal securities laws. In some cases, one can identify forward looking statements by terminology such as "will," "expect," "estimate," "think," "forecast," "guidance," "outlook," "plan," "lead," "project" or other comparable terminology. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks include, but are not limited to: (i) the loss of a significant client or significant business from a client; (ii) the future financial performance of major industries that we serve; (iii) our inability to protect personally identifiable data against unauthorized access or unintended release; (iv) our inability to maintain and upgrade our technology and network equipment in a timely manner; (v) international business and political risks, including economic weakness and operational disruption as a result of natural events, political unrest, war, terrorist attacks or other civil disruption; (vi) the failure to meet expectations regarding the tax treatment of the Information Management transaction; (vii) higher than expected costs of providing transition services and other support to the Information Management business and (viii) those factors contained in our periodic reports filed with the SEC, including in the "Risk Factors" section of our most recent Annual Report on Form 10-K. The forward-looking information in this document is given as of the date of the

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particular statement and we assume no duty to update this information. Our filings and other important information are also available on the investor relations page of our web site at www.convergys.com.

RESULTS OF OPERATIONS

Revenues

	Three Months Ended
	March 31,
	2013		2012		Change			%
Revenues:
Communications	$	292.8	$	295.2	$	(2.4	)	(1	)
Technology	44.6		41.8		2.8			7
Financial Services	46.1		52.6		(6.5		)	(12	)
Other	110.0		107.9		2.1			2
Total Revenues	$	493.5	$	497.5	$	(4.0	)	(1	)

Consolidated revenues for the first quarter of 2013 were $493.5 compared to $497.5 for the comparable period last year. Revenues from communications clients decreased 1% from the first quarter 2012, reflecting a volume decrease with our largest client and the impact of legacy technology migrations, partially offset by volume increases with several other clients. Revenues from technology clients increased 7% from the first quarter of 2012, reflecting new programs with an existing client. Revenues from financial services clients decreased 12% from the first quarter of 2012, primarily reflecting a program completion with one client. Other revenues, which are comprised of clients outside the Company's three largest industries, increased 2% from the first quarter of 2012 due to $4.9 of transition services revenue earned under agreements with NEC Corporation related to the sale of the Information Management business, partially offset by client migrations from legacy technology offerings. The transition services agreements vary in duration up to 24 months from the sale date depending on the type of service provided, and our expectation is that we will substantially eliminate the underlying costs as the transition services complete.

Operating Costs and Expenses

	Three Months Ended
	March 31,
	2013		2012		Change			%
Operating Costs:
Cost of providing services and products sold	$	318.2	$	317.7	$	0.5		—
Selling, general and administrative	114.6		124.7		(10.1		)	(8	)
Research and development costs	2.1		3.9		(1.8		)	(46	)
Depreciation	20.9		20.3		0.6			3
Amortization	1.2		1.9		(0.7		)	(37	)
Total costs and expenses	$	457.0	$	468.5	$	(11.5	)	(2	)

Consolidated total operating costs and expenses for the first quarter of 2013 of $457.0 decreased 2% from $468.5. As discussed above, in May 2012, we completed the sale of the Information Management business and, accordingly, the operating results for this business are presented within discontinued operations. Accounting rules require certain costs previously allocated to the Information Management business to be included in continuing operations. These costs prior to the completion of the sale of the Information Management business were $6.0 in the first quarter of 2012. These amounts are included within selling, general and administrative expenses within continuing operations. We have taken actions to reduce these costs and remaining costs are substantially offset by revenue resulting from transition services provided to the buyer.

As a percentage of revenues, the cost of providing services and products sold was 64.5% in the first quarter of 2013 compared to 63.9% in the period year period, largely due to the classification of costs associated with transition services provided to NEC Corporation. These transition services costs were classified within Selling, general and administrative in the prior year. Selling, general and administrative expenses of $114.6 in the first quarter of 2013 decreased 8% from the prior year period. As a percentage of revenues, selling, general, and administrative cost was 23.2% compared to 25.1% in the prior year, reflecting cost reductions previously taken, continued efforts to control costs, and the reclassification of Information Management costs discussed above. Research and development costs of $2.1 decreased $1.8 from the prior year due to reductions in headcount. Depreciation expense of $20.9 increased $0.6 from the prior year reflecting an increase in capital

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expenditures related to increased capacity. Amortization expense of $1.2 decreased $0.7 due to completion of the amortization of certain definite lived intangible assets.

Operating Income and Adjusted Operating Income (a non-GAAP measure)

In order to assess the underlying operational performance of the continuing operations of the business and to have a basis to compare underlying results to prior and future periods, we provide the non-GAAP measures, Adjusted Operating Income and Adjusted Operating Margin, in the table below that excludes certain costs previously allocated to the Information Management business that are now included in continuing operations as discussed above and in more detail in Note 3 of the Notes to Consolidated Financial Statements (these costs were $6.0 for the three months ended March 31, 2012).

Adjustments for these charges are relevant in evaluating the overall performance of the business. Limitations associated with the use of these non-GAAP measures include that these measures do not present all of the amounts associated with our results as determined in accordance with GAAP. Management compensates for this limitation by using both the non-GAAP measures and the GAAP measures in its evaluation of performance. There are no material purposes for which we use these non-GAAP measures beyond those described above.

	Three Months Ended
	March 31,
	2013			2012			Change		%
Operating Income	$	36.5		$	29.0		$	7.5	26
Operating Margin	7.4		%	5.8		%
Information Management costs not qualifying as discontinued operations	—			6.0
Adjusted Operating Income (a non-GAAP measure)	$	36.5		$	35.0		$	1.5	4
Adjusted Operating Margin	7.4		%	7.0		%

Consolidated operating income was $36.5 for the first quarter of 2013 compared to $29.0 in the prior year. Excluding the Information Management-related costs, consolidated operating income for the first quarter of 2013 was $36.5 compared to $35.0 in the same period in the prior year.

Non-Operating Items

	Three Months Ended
	March 31,
	2013			2012			Change		%
Operating Income	$	36.5		$	29.0		$	7.5	26
Other Income, net	2.3			1.4			0.9		64
Interest Expense	(2.9		)	(3.6		)	0.7		(19	)
Income before Income Taxes	$	35.9		$	26.8		$	9.1	34

Other income of $2.3 increased from $1.4 in the prior year due to lower foreign exchange losses in the current year. Interest expense of $2.9 improved from $3.6 in the prior year reflecting a lower level of debt outstanding throughout the first quarter of 2013.

Income Taxes

	Three Months Ended
	March 31,
	2013		2012		Change		%
Income before Income Taxes	$	35.9	$	26.8	$	9.1	34
Income Tax Expense	5.7		5.4		0.3		6
Income from Continuing Operations, net of tax	$	30.2	$	21.4	$	8.8	41

Our effective tax rate on net income from continuing operations was 15.9% for the three months endedMarch 31, 2013 compared to an effective tax rate of 20.1% in the same period last year. The lower tax rate for the three months ended March 31, 2013 is primarily due to a shift in the geographic mix of worldwide income and certain discrete items, including credits reinstated by the American Taxpayers Relief Act of 2012, which were recorded in the first quarter of 2013.

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Net Income from Continuing Operations; Earnings per Diluted Share from Continuing Operations; Adjusted Net Income From Continuing Operations; and Adjusted Earnings per Diluted Share from Continuing Operations (non-GAAP measures)

We use income from continuing operations, net of tax and earnings per share data excluding the Information Management-related operating charges discussed above in the first quarter of 2012 to assess the underlying operational performance of the continuing operations of the business for the year and to have a basis to compare underlying results to prior and future periods. Adjustments for this item is relevant in evaluating the overall performance of the business. Limitations associated with the use of these non-GAAP measures include that these measures do not include all of the amounts associated with our results as determined in accordance with GAAP. Management compensates for these limitations by using the non-GAAP measures, income from continuing operations, net of tax and diluted earnings per share excluding this item, and the GAAP measures, income from continuing operations, net of tax and diluted earnings per share, in its evaluation of performance. There are no material purposes for which we use these non-GAAP measures beyond those described above.

	Three Months Ended
	March 31,
	2013		2012		Change			%
Income from Continuing Operations, net of tax	$	30.2	$	21.4	$	8.8		41
Total operating charges from above, net of tax	—		4.8		(4.8		)	NM
Adjusted Income from Continuing Operations, net of tax (a non-GAAP measure)	$	30.2	$	26.2	$	4.0		15
Diluted Earnings Per Common Share:
Continuing Operations	$	0.27	$	0.18	$	0.09		50
Impact of net charges above included in continuing operations, net of tax	—		0.04		(0.04		)	NM
Adjusted diluted earnings per common share from continuing operations (a non-GAAP measure)	$	0.27	$	0.22	$	0.05		23

First quarter 2013 income from continuing operations was $30.2 compared to $21.4 in the first quarter of 2012. Therefore, diluted income from continuing operations per share for the three months endedMarch 31, 2013 was $0.27, compared to $0.18, in the same period of the prior year. Excluding the Information Management-related charges, diluted income from continuing operations for the first quarter of 2013 was $30.2, or $0.27 per share compared to $26.2, or $0.22 for the same period in the prior year.

Results of Discontinued Operations, Results of Discontinued Operations per Diluted Share, Net Income and Net Income per Diluted Share

	Three Months Ended
	March 31,
	2013			2012		Change			%
Income from Continuing Operations, net of tax	$	30.2		$	21.4	$	8.8		41
Income from Discontinued Operations, net of tax (benefit) expense of ($2.9) and $3.0 for the three months ended March 31, 2013 and 2012, respectively	(5.1		)	4.7		(9.8		)	(209	)
Net Income	$	25.1		$	26.1	$	(1.0	)	(4	)
Diluted Earnings per Common Share:
Continuing Operations	$	0.27		$	0.18	$	0.09		50
Discontinued Operations	(0.04		)	0.04		(0.08		)	(200	)
Net Diluted Earnings per Common Share	$	0.23		$	0.22	$	0.01		5

First quarter of 2013 results from discontinued operations include $5.1 of transaction costs, net of tax, related to the sale of the Information Management business. Diluted loss from discontinued operations, net of tax, per share for the three months ended March 31, 2013 was $0.04. First quarter of 2012 results from discontinued operations reflect the operating results of the Information Management business. Revenues from discontinued operations prior to completion of the sale were $82.0 in the

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first quarter 2012. First quarter of 2012 results from discontinued operations include the operating results of that business for the quarter as well as $4.9 of transaction costs incurred in connection with the sale of the Information Management business. Diluted income from discontinued operations, net of tax, per share for the three months ended March 31, 2012 was $0.04.

Including the results of discontinued operations first quarter 2013 net income and diluted earnings per share were $25.1 and $0.23, respectively, compared with $26.1 and $0.22, respectively, in the first quarter of 2012.

EBITDA and Adjusted EBITDA (non-GAAP measures)

Management uses EBITDA and adjusted EBITDA and the GAAP measure, income from continuing operations, net of tax, to monitor and evaluate the underlying performance of the business and believes the presentation of these measures will enhance investors’ ability to analyze trends in the business and evaluate our underlying performance relative to other companies in the industry. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for income from continuing operations, net of tax, or other income statement data prepared in accordance with GAAP and our presentation of EBITDA and adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. There are no material purposes for which we use these non-GAAP measures beyond the purposes described above. These non-GAAP measures should be considered supplemental in nature and should not be construed as being more important than comparable GAAP measures.

	Three Months Ended March 31,
	2013			2012
Income from Continuing Operations, net of tax under U.S. GAAP	$	30.2		$	21.4
Depreciation and Amortization	22.1			22.2
Interest expense	2.9			3.6
Income tax expense	5.7			5.4
EBITDA (a non-GAAP measure)	60.9			52.6
Information Management related costs not qualifying as Discontinued Operations	—			6.0
Adjusted EBITDA (a non-GAAP measure)	$	60.9		$	58.6
Adjusted EBITDA Margin	12.3		%	11.8		%

RESTRUCTURING CHARGES

2012 Restructuring

During 2012, the Company recorded restructuring charges of $11.6, consisting of $11.4 of severance-related charges and $0.2 of facility-related charges, as described below. The $11.4 of severance-related charges impacted approximately 100 professional employees and reflects the change in the Company's executive team and realignment of Corporate overhead. These severance-related charges are expected to be substantially paid in cash by June 30, 2013 pursuant to the Company's severance policies. The total remaining liability under this severance-related restructuring plan, which is included within Payables and other current liabilities on the Company's Consolidated Balance Sheets, was $1.4 as of March 31, 2013and $5.2 as of December 31, 2012.

Savings from Restructuring Plans

The 2012 severance actions are expected to result in cost reductions in excess of $10 on an annualized basis when complete. The impact of these benefits will be spread across our operating expenses, primarily within the selling, general and administrative expense caption of our Consolidated Statements of Income. When completed, the severance actions, in total, are also expected to result in cash savings of approximately $10 on an annualized basis. We do not believe that the impact on liquidity is material.

Facility Restructuring

Our facilities restructuring reserves are equal to the estimated future costs associated with the facilities, net of proceeds from any probable future sublease agreements. We use estimates, based on consultation with the our real estate advisers, to determine the proceeds from any future sublease agreements. We continue to evaluate these estimates in assessing the facilities abandonment liability. The remaining liability for previously exited facilities, which is included within Payables and other current liabilities on the Company’s Consolidated Balance Sheets was $0.2 as of March 31, 2013 and $0.3 as of December 31, 2012.

CLIENT CONCENTRATION

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During the first three months of 2013, our three largest clients accounted for 46.1% of our revenues, compared to 47.8% in the same period of 2012. Our largest client, AT&T, accounted for 21.2% of revenues in the first three months of 2013 as compared to 23.6% of revenue in the same period in the prior year. Comcast Corporation and DIRECTV, our second and third largest clients, comprised 12.6% and 12.3%, respectively, of revenues in the first three months of 2013, as compared to 12.3% and 11.8%, respectively, of revenues in the same period in the prior year. Volumes under certain of our long-term arrangements are earned under multiple contracts with these clients and are subject to variation based on, among other things, general economic conditions, client outsourcing trends and seasonal patterns in our clients' businesses.

BUSINESS OUTLOOK

We expect revenue growth and profit improvement for the full year 2013 compared with 2012 adjusted results. Updated expectations including the impact of shares repurchased through April and the expected contribution from the acquisition of the Southeast Asia contact centers are:

•Revenue to exceed $2,055, revised from prior guidance to exceed $2,045;

•Adjusted EBITDA to exceed $248, improved from prior guidance to exceed $245;

•Diluted shares outstanding to approximate 109 million, reduced from prior guidance of 112 million shares;

•Adjusted Earnings per Diluted Common Share to exceed $1.05, improving from prior guidance to exceed $1.00.

We expect second-half 2013 results to exceed first-half 2013 results.

Not included in this guidance is the impact of any future strategic acquisitions or share repurchase activities.  Also not included in this guidance are results classified within discontinued operations related to the sale of the Information Management business as well as other impacts from corporate simplification actions initiated in prior years.  These impacts may include completion of real estate transactions and non-cash pension settlement charges.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Cash Flows

We believe that we have adequate liquidity from cash and expected future operating cash flows to fund ongoing operations, invest in the business and pay dividends at the discretion of the Board of Directors for the next twelve months.

Cash flows from operating activities generally provide us with a significant source of funding for our investing and financing activities. Cash flows from operating activities totaled $22.7 in the first three months of 2013 compared to $11.9 in the same period last year, which included $6.9 of cash flows provided by discontinued operations. The increase in the current year was primarily a result of approximately $25 of cash payments made in 2012 to reduce long-term liabilities, and approximately $20 of tax payments made in 2012 related to prior year internal restructurings, partially offset by current quarter seasonal increases in working capital.

Cash flows used in investing activities were $12.6 during the first three months of 2013, which included $12.1 of capital expenditures and $0.5 of purchases of short-term investments, net of proceeds from maturity of short-term investments. Cash flows used in investing activities were $20.0 during the first three months of 2012, which included $3.0 used for discontinued operations.

Cash flows used in financing activities were $39.8 during the first three months of 2013 compared to $3.2 during the first three months of 2012. During the first three months of 2013, we settled in cash the repurchase of 2.1 of the Company's common shares for $38.8, including $3.6 of shares repurchased but not settled prior to December 31, 2012 and excluding $0.2 of shares repurchased in the first quarter that had not settled as of March 31, 2013. We also paid $5.2 in cash dividends. These outflows were partially offset by $2.4 we received from exercise of stock options. During the first three months of 2012, we repaid $5.3 on our outstanding borrowings, partially offset by $3.0 we received from exercise of stock options.

We use free cash flow, a non-GAAP measure, to assess the financial performance of the Company. We define free cash flow as cash flows from operating activities less capital expenditures. A reconciliation of the GAAP measure, net cash provided by operating activities, to the non-GAAP measure, free cash flow, is as follows:

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	Three Months Ended March 31,
	2013			2012
Net cash provided by operating activities under U.S. GAAP	$	22.7		$	11.9
Capital expenditures, net	(12.1		)	(20.0		)
Free cash flow (a non-GAAP measure)	$	10.6		$	(8.1	)

Free cash flow, as defined above, was $10.6 for the first three months of 2013, compared to a net use of $8.1 for the same period in 2012. The increase in free cash flow of $18.7 from the prior year was due to higher cash generated from operating activities and decreased capital expenditures during the first three months of 2013 as presented in the table above.

We believe that free cash flow is useful to investors because it relates the operating cash flow of the Company to the capital that is spent to continue and improve business operations, such as investment in the Company’s existing businesses. Further, free cash flow facilitates management’s ability to strengthen the Company’s balance sheet, to repay the Company’s debt obligations and to repurchase the Company’s common shares. Limitations associated with the use of free cash flow include that it does not represent the residual cash flow available for discretionary expenditures as it does not incorporate certain cash payments including payments made on capital lease obligations or cash payments for business acquisitions. Management compensates for these limitations by utilizing the non-GAAP measure, free cash flow, and the GAAP measure, cash flows from operating activities, in its evaluation of performance. There are no material purposes for which we use the non-GAAP measure beyond the purposes described above.

Capital Resources, Off-Balance Sheet Arrangements and Contractual Commitments

At March 31, 2013, total capitalization was $1,412.2, consisting of $60.6 of short-term and long-term debt and $1,351.6 of equity. The total debt-to-capital ratio was 4.3% at March 31, 2013, compared to 4.2% at December 31, 2012.

On March 11, 2011, we entered into a $300 Four-Year Competitive Advance and Revolving Credit Facility Agreement (the 2011 Credit Facility), replacing our $400 Five-Year Competitive Advance and Revolving Credit Facility Agreement (the 2006 Credit Facility), which was terminated at that time. We have two borrowing options available under the 2011 Credit Facility: (i) a competitive advance option which will be provided on an uncommitted competitive advance basis through an auction mechanism and (ii) a revolving credit option which will be provided on a committed basis. Under each option, amounts borrowed and repaid may be re-borrowed subject to availability. Borrowings under the 2011 Credit Facility bear interest at one of the rates described in the 2011 Credit Facility. The maturity date of the 2011 Credit Facility is March 11, 2015 except that, upon the satisfaction of certain conditions, we may extend the maturity date by one year twice during the term. We pay an annual facility fee regardless of utilization. At March 31, 2013 the facility was undrawn. We were in compliance with all covenants at March 31, 2013.

In the fourth quarter of 2009, we announced an offer to exchange one-thousand twenty dollars in principal amount of its new 5.75% Junior Subordinated Convertible Debentures due September 2029 (2029 Convertible Debentures) for each one-thousand dollars in principal amount of its 4.875% Unsecured Senior Notes (4.875% Senior Notes) due December 15, 2009. We issued a total of $125.0 aggregate principal amount of the 2029 Convertible Debentures in exchange for $122.5 of the 4.875% Senior Notes. The entire balance of the 2029 Convertible Debentures was outstanding as of March 31, 2013 and December 31, 2012.

During June 2011, the Company extended the terms of an asset securitization facility collateralized by accounts receivable of certain of the Company's subsidiaries, with a purchase limit of $150.0 expiring in June 2014. The asset securitization program is conducted through Convergys Funding Inc., a wholly-owned bankruptcy remote subsidiary. The asset securitization facility does not qualify for sale treatment under the authoritative guidance for the accounting for transfers and servicing of financial assets and extinguishments of liabilities. Accordingly, the accounts receivable and related debt obligation will remain on our Consolidated Balance Sheets. At March 31, 2013 and December 31, 2012, the facility was undrawn.

We repurchased 2.1 of our common shares during the three months endedMarch 31, 2013 at an average price of $16.65 per share for a total of $35.4 under defined repurchase plans. Based upon timing of transactions, $0.2 of the shares repurchased had not settled as of March 31, 2013. These shares are excluded from outstanding shares at the end of the current quarter and will be settled in cash during the second quarter of 2013. The timing and terms of any future transactions depend on a number of considerations including market conditions and our liquidity. In February 2013, our Board of Directors approved an increase in remaining authorized share repurchases to $250.0 in the aggregate. At March 31, 2013, the Company has the authority to repurchase an additional $217.0 pursuant to this authorization. We also repurchased 1.5 shares at an average price of $16.40 for aggregate proceeds of $24.4 subsequent to March 31, 2013 through April 30, 2013.

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At March 31, 2013, we had outstanding letters of credit of $41.8 and other bond obligations of $1.5 related to performance and payment guarantees. We believe that any guarantee obligation that may arise will not be material. We also have purchase commitments with telecommunications providers of $11.9 for the remainder of 2013.

At March 31, 2013, we had outstanding performance bond obligations of $30.0 related to performance and payment guarantees for the Company’s former HR Management line of business. Subsequent to completion of the sale of the HR Management business, the Company continues to be responsible for these bond obligations. As part of the gain on disposition we recognized a liability equal to the present value of probability weighted cash flows of potential outcomes. Although the buyer is obligated to indemnify us for any and all losses, costs, liabilities and expenses incurred related to these performance bonds, as of March 31, 2013 we maintain a liability of $1.0 for these obligations.

It is reasonably possible that our unrecognized tax benefits of $54.7 will decrease between approximately $3 and $10 in the next twelve months based upon the resolution of audits; however, actual developments in this area could differ from those currently expected.

On October 23, 2012, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.05, which was paid on January 4, 2013 to all shareholders of record as of December 21, 2012. On February 7, 2013, the Company announced that the Board of Directors raised the quarterly dividend 20 percent to $0.06 per share. The dividend payment of $0.06 was made on April 5, 2013 to shareholders of record at the close of business on March 22, 2013. On April 30, 2013, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.06, which is scheduled to be made on July 5, 2013, to shareholders of record at the close of business on June 21, 2013.

The Board expects that future cash dividends will be paid on a quarterly basis consistent with the current cash dividend. However, any decision to pay future cash dividends will be subject to Board approval, and will depend on our future earnings, cash flow, financial condition, financial covenants and other relevant factors. We intend to continue to use cash dividends as a means of returning capital to shareholders, subject to our periodic determinations that cash dividends are in the best interests of our shareholders.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices. Our risk management strategy includes the use of derivative instruments to reduce the effects on our operating results and cash flows from fluctuations caused by volatility in currency exchange and interest rates. In using derivative financial instruments to hedge exposures to changes in exchange rates and interest rates, we expose ourselves to counterparty credit risk. We manage exposure to counterparty credit risk by entering into derivative financial instruments with highly-rated institutions that can be expected to perform fully under the terms of the agreements and by diversifying the number of financial institutions with which we enter into such agreements.

Interest Rate Risk

At March 31, 2013, all of the Company's debt instruments were fixed rate borrowings with an outstanding amount of $60.6. We had no variable rate borrowings at March 31, 2013.

Foreign Currency Exchange Rate Risk

We serve many of our U.S.-based clients using contact center capacity in the Philippines, India, Canada and Colombia. Although the contracts with these clients are typically priced in U.S. dollars, a substantial portion of the costs incurred to render services under these contracts are denominated in Philippine pesos (PHP), Indian rupees (INR), Canadian dollars (CAD) or Colombian pesos (COP), which represents a foreign exchange exposure. Beginning in 2011, we entered into a contract with a client priced in Australian dollars (AUD). As of March 31, 2013, we have hedged a portion of our exposure related to the anticipated cash flow requirements denominated in these foreign currencies by entering into forward contracts with several financial institutions to acquire a total of PHP 19,677.0 at a fixed price of $460.5 at various dates through March 2016, INR 12,224.5 at a fixed price of $215.2 at various dates through March 2016, CAD 22.0 at a fixed price of $21.4 at various dates through December 2014 and COP 39,000.0 at a fixed price of $20.3 at various dates through December 2014, and to sell a total of AUD 46.9 at a fixed price of $47.9 at various dates through June 2014. The fair value of these derivative instruments as of March 31, 2013 is presented in Note 11 of the Notes to Consolidated Financial Statements. The potential loss in fair value at March 31, 2013 for such contracts resulting from a hypothetical 10% adverse change in all foreign currency exchange rates is approximately $66.9. This loss would be mitigated by corresponding gains on the underlying exposures.

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Other foreign currency exposures arise from transactions denominated in a currency other than the functional currency. We periodically enter into forward exchange contracts that are not designated as hedges. The purpose of these derivative instruments is to protect the Company against foreign currency exposure pertaining to receivables, payables and intercompany transactions that are denominated in currencies different from the functional currencies of the Company or the respective subsidiaries. As of March 31, 2013, the fair value of these derivatives not designated as hedges was $0.9.

Critical Accounting Policies and Estimates

See “ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report for the year ended December 31, 2012 on Form 10-K for a discussion of our critical accounting policies and estimates.

There have been no material changes to our critical accounting policies and estimates in 2013.

ITEM 4.     CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer evaluated, together with the Company’s General Counsel, Chief Accounting Officer and other key employees, the effectiveness of design and operation of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Act)) as of the end of the quarter ended March 31, 2013. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report such that the information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There were no significant changes in the design or approaches of the Company’s internal control over financial reporting, or any other factors, that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

The information required by Item 1 is included in Note 9 of the Notes to the Consolidated Financial Statements of this Form 10-Q and incorporated by reference herein.

ITEM 1A.     RISK FACTORS

See “ITEM 1A. Risk Factors” in our annual report for the year ended December 31, 2012 on Form 10-K for a discussion of our risk factors. There have been no material changes to our risk factors in 2013.

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the first quarter of 2013 or from March 31, 2013 through the date of filing of this report. We repurchased 2.1 shares of our common stock for $35.4 during the three months endedMarch 31, 2013, as summarized in the following table:

	Shares Repurchased	Average price per share
January 2013	14,000	$	16.53
February 2013	1,265,171	16.51
March 2013	847,474	16.85
Total	2,126,645	$	16.65

At March 31, 2013, the Company remained authorized to repurchase up to an incremental $217.0 of outstanding shares. The timing and terms of any future transactions depend on a number of considerations including market conditions and our liquidity. The Company also repurchased 1.5 shares at an average price of $16.40 for aggregate proceeds of $24.4 subsequent to March 31, 2013 through April 30, 2013.

ITEM 6.     EXHIBITS

(a) Exhibits.

The following are filed as Exhibits to Part II of this Form 10-Q:

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Exhibit Number
3.1	Amended Articles of Incorporation of the Company. (Incorporated by reference from Exhibit 3.1 to Form 10-Q filed on May 5, 2010.)
3.2	Amended and Restated Code of Regulations of the Company. (Incorporated by reference from Exhibit 3.1 to Form 8-K filed on May 2, 2011.)
10.1	2013 Form of Time-Based Restricted Stock Unit Award Agreement.
10.2	2013 Form of Performance-Based Restricted Stock Unit Award Agreement.
10.3	Convergys Corporation Amended and Restated Long-Term Incentive Plan, effective January 31, 2013.
21	Subsidiaries of the Company.
31.1	Rule 13a - 14(a) Certification by Chief Executive Officer.
31.2	Rule 13a - 14(a) Certification by Chief Financial Officer.
32.1	Certification by Chief Executive Officer of Periodic Financial Reports Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by Chief Financial Officer of Periodic Financial Reports Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on April 30, 2013, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) the Notes to Condensed Consolidated Financial Statements.

ITEMS 3, 4 and 5 Are Not Applicable and Have Been Omitted

30

SIGNATURE

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.

		Convergys Corporation
Date:	April 30, 2013	/s/ Andre S. Valentine
		Andre S. Valentine
		Chief Financial Officer

31

EX-10.1

TIME-BASED RESTRICTED STOCK UNIT AWARD

UNDER THE PROVISIONS OF

THE CONVERGYS CORPORATION

2008 LONG TERM INCENTIVE PLAN, AS AMENDED

Pursuant to the provisions of the Convergys Corporation 2008 Long Term Incentive Plan, as amended (the “Plan”), the Compensation and Benefits Committee of the Board of Directors of Convergys Corporation (the “Compensation Committee”) has granted you a time-based restricted stock unit award (the “Award”), on and subject to the terms of the Plan and your agreement to the following terms, conditions and restrictions.

1.Delivery of Shares. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement, Convergys Corporation (the “Company”) shall deliver to you 25% of the number of common shares, without par value, of Convergys Corporation (the “Shares”) indicated on your Notice of Time-Based Restricted Stock Unit Award form (“Notice of Award”) 30 days following the First Vest Date indicated on your Notice of Award (the “First Vest Date”), 25% of the number of Shares indicated on your Notice of Award 30 days following the Second Vest Date indicated on your Notice of Award (the “Second Vest Date”) and 50% of the number of Shares indicated on your Notice of Award 30 days following the Third Vest Date indicated on your Notice of Award (the “Third Vest Date”). Each of the First Vest Date, the Second Vest Date and the Third Vest Date is referred to herein as a “Vest Date”.

2. Forfeiture of Award.

a. Your right to receive any Shares that are the subject of this Award that have not yet been delivered (and any dividend equivalents that have not yet been paid) shall be forfeited automatically and without further notice if you cease to be an employee of the Company and its affiliates prior to a Vest Date for any reason other than death, Disability, or involuntary termination without Cause. For purposes of this Agreement:

(i) “Disability” has the same meaning as in the Company's long-term disability plan; and

(ii) “Cause” means a determination by the Company that you have been involved in fraud, misappropriation, embezzlement, commission of a crime or an act of moral turpitude, or have violated the Code of Business Conduct, recklessly or willfully injured an employee, company property, business, or reputation, or have acted recklessly in the performance of your duties.

b. If the Company determines that you engaged in any Detrimental Activity during your employment with Convergys Corporation or during the two-year period following the termination of such employment for any reason, (i) to the extent all or some of the Shares (and dividend equivalents) subject to this Award have not yet been delivered, your right to receive such Shares (and dividend equivalents) shall be forfeited and (ii) to the extent that Shares (and dividend equivalents) have been delivered to you pursuant to this Award, the Company, in its sole discretion, may require you to pay back to it an amount equal to the income recognized for federal income tax purposes, as reflected on form W-2, by reason of the issuance of such Shares (and dividend equivalents) to you, provided that such Shares (and dividend equivalents) were delivered within the six-month period immediately preceding the termination of your employment or at any time following your termination of employment. For purposes of this Section 2b, “Detrimental Activity” shall include: (1) disclosing proprietary, confidential or

trade secret information; (2) becoming involved in any business activity in competition with Convergys Corporation in the geographical area where Convergys Corporation is engaged in such business activity; (3) interfering with Convergys Corporation's relationships with any person or entity or attempting to divert or change any such relationship to the detriment of Convergys Corporation or the benefit of any other person or entity; (4) failing to disclose and assign to Convergys Corporation any ideas, inventions, discoveries and other developments conceived by you during your employment, whether or not during working hours, which are within the scope of or related to Convergys Corporation's existing or planned business activities; (5) disparaging or acting in any manner which may damage the business of Convergys Corporation or which would adversely affect the goodwill, reputation or business relationships of Convergys Corporation; (6) inducing any employee of Convergys Corporation to terminate his or her employment relationship with Convergys Corporation; (7) taking or retaining without authorization any property of Convergys; or, (8) intentionally or fraudulently providing any inaccurate information causing any financial reports of Convergys Corporation to have to be restated or reported. Corporation Convergys shall be entitled to set-off against any payment called for under this paragraph any amount otherwise owed to you by the Company, provided that such set-off may only be made at the time the amount otherwise owed to you would normally be paid to you. Nothing in this Section is intended to supersede or otherwise affect any Non-Disclosure and Non-Competition agreement or other employment-related agreement between you and Convergys Corporation. References to Convergys Corporation in this paragraph shall include all direct and indirect subsidiaries of Convergys Corporation.

3.Death, Disability, and Involuntary Termination Without Cause. If you cease to be an employee of the Company and its affiliates prior to a Vest Date due to death, Disability, or involuntary termination without Cause (“Qualifying Termination”), then you shall be entitled to receive a number of Shares (the “Adjusted Shares”) equal to the product of (a) the number of Shares covered by this Award that were not yet vested immediately prior to your Qualifying Termination, multiplied by (b) a fraction, the numerator of which is the number of full calendar months from the first day of the calendar year in which the Award was granted through the date of your Qualifying Termination and the denominator of which is 36. The remaining unvested Shares shall be forfeited automatically and without further notice as of the date of your Qualifying Termination.

4.Change of Control. In the event of a Change of Control prior to a Vest Date, if you are then an employee of the Company and its affiliates, you will not be entitled to the number of Shares covered by this Award that have not then vested (and such Shares will be cancelled) and, in lieu of such Shares, you will be entitled to cash in an amount equal to the result of multiplying the number of such nonvested Shares by the average of the opening and closing prices of the Shares on the New York Stock Exchange on the trading day immediately preceding the date of the Change of Control (the “Dollar Amount”). The Dollar Amount shall be paid to you or forfeited as follows (rounded to the nearest dollar on each payment date): One-half of the Dollar Amount shall be paid at the earlier of six months after the date of the Change of Control or on the First Vest Date if you are an employee of the Company and its affiliates (or any successor thereto) on such payment date, and the other one-half shall be paid at the earlier of 12 months after the date of the Change of Control or on the Second Vest Date, if you are an employee of the Company and its affiliates (or any successor thereto) on such payment date.

Notwithstanding the foregoing, if you cease to be an employee of the Company and its affiliates (or any successor thereto) by reason of your death, Disability, involuntary termination by the Company or its affiliates (or any successor thereto) without Good Cause, or termination of

employment by you with Good Reason following a Change of Control, then any portion of the Dollar Amount that has not been paid shall be paid within 10 business days after you so cease to be an employee. For purposes of this Agreement:

a. “Good Cause” means your conviction of, or plea of nolo contendere to, a felony or misdemeanor involving moral turpitude; your willful misconduct resulting in material harm to the Company and its affiliates (or any successor thereto); your willful breach of your duties or responsibilities; or your fraud, embezzlement, theft or dishonesty against the Company or any of its affiliates (or any successor thereto), resulting in material harm to the Company and its affiliates (or any successors thereto);

b. “Good Reason” means actions taken by the Company resulting in a material negative change in the employment relationship. For these purposes, a “material negative change in the employment relationship” shall include:

(i) your assignment to any duties materially inconsistent with your position (including titles and reporting requirements), authority, duties or responsibilities as in effect immediately prior to a Change of Control or as subsequently enhanced, or any other material diminution in such position, authority, duties or responsibilities (whether or not occurring solely as a result of the Company's ceasing to be a publicly traded entity);

(ii) any material reduction in your annual base salary, short-term incentive opportunities or long-term incentive opportunities from those in effect immediately prior to a Change of Control;

(iii) any material reduction in your aggregate employee benefits from those in effect immediately prior to a Change of Control;

(iv) the relocation of your principal location of employment by more than 50 miles; or

(v) any failure by the Company to cause a successor to assume this Agreement.

In order to invoke a termination for Good Reason, you shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (v) within 90 days following the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, you must terminate employment, if at all, within two years following the initial existence of such condition or conditions in order to terminate employment for Good Reason. Your mental or physical incapacity following the occurrence of an event described above in clauses (i) through (v) shall not affect your ability to terminate employment for Good Reason.

5.Rights as a Shareholder. You shall not have any rights as a shareholder of the Company with respect to any Shares that may be deliverable hereunder unless and until such Shares have been delivered to you.

6.Dividend Equivalents. Upon payment of any dividend on Shares occuring during the period commencing on the effective date of your Notice of Award and ending on the earlier of (i) the date all of the Shares granted in your Notice of Award have either been delivered under Section 1 or

Section 3 of this Agreement or forfeited under Section 2 or Section 3 of this Agreement and (ii) the date of a Change of Control, the Company shall credit your Dividend Equivalents Account, which the Company shall maintain on its books in your name, with an amount equal in value to the dividends that you would have received had you been the actual owner of the number of Shares indicated on your Notice of Award that have not previously been delivered or forfeited on the date of the dividend. Your right to receive any dividend equivalents pursuant to this Agreement shall be subject to the same terms, conditions and restrictions (including forfeiture restrictions) as your right to receive the related Shares. In no event will earnings accrue on any amount credited to your Dividend Equivalents Account. Your Dividend Equivalents Account shall be distributed to you in cash at the time and to the extent the related Shares are delivered or, in the event of a Change of Control, at the time and to the extent the related Dollar Amount is paid. Any portion of your Dividend Equivalents Account relating to Shares that are forfeited under Section 2 or Section 3 of this Agreement shall be forfeited. In the event of a Change of Control, any portion of your Dividend Equivalents Account relating to the portion of your Dollar Amount that is forfeited under Section 4 of this Agreement shall be forfeited.

7.Transferability. Your right to receive any Shares (and dividend equivalents) shall not be transferable or assignable by you other than by will or by the laws of descent and distribution.

8.Tax Withholding. To the extent the Company or any affiliate is required to withhold any taxes in connection with the delivery of Shares under this Agreement, then the Company or affiliate (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the fair market value of the Shares on the date of delivery); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. If the Company or any affiliate is required to withhold any taxes other than in connection with the delivery of Shares under this Agreement (including such taxes as may be required to be withheld in connection with the payment of dividend equivalents), then the Company or affiliate (as applicable) shall have the right in its sole discretion to (a) withhold such required tax withholding from dividend equivalents paid under this Agreement, (b) require you to pay or provide for payment of the required tax withholding, or (c) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to you (other than deferred compensation subject to Section 409A of the Code).

9.No Employment Contract. Nothing contained in this Agreement shall confer upon you any right with respect to continuance of employment by the Company or any subsidiary, nor limit or affect in any manner the right of the Company or any subsidiary to terminate your employment or adjust your compensation.

10.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws with respect to this Award; provided, however, notwithstanding any other provision of this Agreement, the Shares shall not be delivered if the delivery thereof would result in a violation of any such law. This Award is intended to be exempt from the provisions of Section 409A of the Code as a short term deferral or to be compliant with Section 409A of the Code. This Award shall be construed, administered, and governed in a manner that effects such intent, provided that the Company does not represent or guarantee that any particular federal or state income, estate, payroll, or other tax consequences will occur because of this Award and the compensation provided hereunder. To the extent required to comply with Section 409A of the Code, (a) any delivery of Shares (and payment of dividend equivalents) to a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) (or any successor thereto) on account of termination of employment shall be made no earlier than six months

after the date of termination; (b) termination of employment shall not be considered to occur until there is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (1)(ii), where the employee's services permanently decrease to less than 50% of the average level of services performed over the preceding 36 month period.

11.Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this Agreement without your consent.

12.Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

13.Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Compensation Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of this Award.

14.Successors and Assigns. Without limiting Section 7 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of the Company.

15.Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

EX-10.2

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

UNDER THE PROVISIONS OF

THE CONVERGYS CORPORATION

2008 LONG TERM INCENTIVE PLAN, AS AMENDED

Pursuant to the provisions of the Convergys Corporation 2008 Long Term Incentive Plan, as amended (the “Plan”), the Compensation and Benefits Committee of the Board of Directors of Convergys Corporation (the “Compensation Committee”) has granted you a performance-based restricted stock unit award (the “Award”), on and subject to the terms of the Plan and your agreement to the terms, conditions and restrictions of this agreement (the “Agreement”). Your Award is intended to qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted and administered in accordance with such intent.

1. Earning of Award - Initial Performance Objective.

a. Subject to potential reduction by the Compensation Committee pursuant to Section 2 hereof, if the cumulative Unadjusted EBITDA of Convergys Corporation (the “Company”) for the period commencing ________and ending ________ (the “Performance Period”) equals or exceeds ________ (the “Initial Performance Objective”), then the Company shall credit to your account a number of common shares, without par value, of the Company (“Shares”) equal to _____% of the target number of Shares indicated on your Notice of Performance-Based Restricted Stock Unit Award form (“Notice of Award”), or such lesser number of Shares as may be determined by the Compensation Committee, in its discretion, in accordance with Section 2 hereof.

b. For purposes of this Agreement, the Company defines “Unadjusted EBITDA” as income (or loss) from continuing operations, net of tax, plus depreciation and amortization (including asset impairments), plus interest expense and plus income tax expense, each as defined under generally accepted accounting principles in the United States and as reported in the Company's annual report.

c. Following the end of the Performance Period, the Compensation Committee shall certify in writing whether the Initial Performance Objective set forth in this Section 1 has been achieved, the number of Shares, if any, credited to your account in accordance with this Agreement and the dollar amount of dividend equivalents, if any, payable to you in accordance with Section 7 of this Agreement. Except as otherwise provided pursuant to Section 5(a) or 5(c) of this Agreement, if the Compensation Committee determines that the Initial Performance Objective set forth in this Section 1 has not been achieved for the Performance Period, then this Award shall be automatically forfeited, and no Shares or dividend equivalents shall be payable hereunder.

2. Compensation Committee Discretion to Reduce Award - Additional Performance Objectives.

a. Notwithstanding Section 1 hereof, the actual number of Shares credited to your Account pursuant to this Agreement may be reduced by the Compensation Committee in its sole and absolute discretion below the number of Shares, if any, earned based upon achievement of the Initial Performance Objective (including a reduction to zero), based on such factors as the Compensation Committee determines to be appropriate, including the additional performance objectives to be established pursuant to this Section 2 and set forth in Attachment A hereto, as amended from time to time and as set forth on the website of the Company's third party plan administrator (“Attachment A”).

b. During the first ninety (90) days of each calendar year during the Performance Period, the Compensation Committee shall establish additional performance objectives for each such calendar year (at threshold, target, maximum and such intermediate levels as determined by the Compensation Committee) based on the Company's achievement of specified levels of adjusted diluted earnings per share from continuing operations (“EPS”) for each such calendar year, as determined by the Compensation Committee in its sole and absolute discretion, provided that the “threshold” performance objective for each such calendar year shall be equal to the Company's actual EPS for the immediately preceding calendar year. The additional performance objectives established by the Compensation Committee pursuant to this Section 2(b) shall be set forth in Attachment A.

c. It is the current intention of the Compensation Committee that it will exercise its discretion to reduce the number of Shares, if any, to be credited to your account under this Agreement based upon the extent to which the Company achieves the cumulative annual EPS objectives for the three years during the Performance Period, as determined in accordance with the performance matrix set forth in Attachment A. Notwithstanding the foregoing, the Compensation Committee reserves the right to deviate from such approach and may exercise its discretion to reduce the number of Shares, if any, to be credited to your account under this Agreement based on such other factors as the Compensation Committee, in its sole and absolute discretion, determines to be appropriate.

d. The Compensation Committee may, in its sole and absolute discretion, modify the additional performance objectives established pursuant to this Section 2, or the related threshold, target and maximum achievement levels, in whole or in part, as the Compensation Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which the Company and its affiliates conduct business, or other events or circumstances.

e.Following the end of the Performance Period, the Compensation Committee shall certify in writing the extent to which the number of Shares, if any, earned pursuant to Section 1 hereof shall be reduced pursuant to this Section 2 and the final number of Shares (and final amount of cash dividend equivalents), if any, payable to you pursuant to this Agreement.

3.Delivery of Shares. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement, following the end of the Performance Period and the Compensation Committee's certifications pursuant to Sections 1(c) and 2(e) hereof, the Company shall deliver to you the number of Shares, if any, determined by the Compensation Committee to be payable to you pursuant to this Agreement (and pay to you in cash the amount of dividend equivalents, if any, determined by the Compensation Committee to be payable to you pursuant to Section 7 of this Agreement), which delivery of Shares (and payment of dividend equivalents) shall occur on or prior to _________, provided that you remain continuously employed by the Company and its affiliates until the date of such delivery (the “Vest Date”).

4.Forfeiture of Award.

a. Your right to receive Shares that are the subject of this Award that have not yet been delivered (and any dividend equivalents that have not yet been paid), shall be forfeited automatically and without further notice if you cease to be an employee of the Company and its affiliates prior to the Vest Date for any reason other than death, Disability, Retirement or involuntary termination without Cause. For purposes of this Agreement:

(i)“Disability” has the same meaning as in the Company's long-term disability plan;

(ii)“Retirement” means termination of employment after (I) attaining age 55 and completing at least ten years of service with the Company or any of its subsidiaries or (II) completing thirty years of service with the Company or any of its subsidiaries; and

(iii) “Cause” means a determination by the Company that you have been involved in fraud, misappropriation, embezzlement, commission of a crime or an act of moral turpitude, or have violated the Code of Business Conduct, recklessly or willfully injured an employee, company property, business, or reputation, or have acted recklessly in the performance of your duties.

b. If the Company determines that you engaged in any Detrimental Activity during your employment with Convergys Corporation or during the two-year period following the termination of such employment for any reason, (i) to the extent the Shares (and dividend equivalents) subject to this Award have not yet been delivered, your right to receive such Shares (and dividend equivalents) shall be forfeited and (ii) to the extent that Shares (and dividend equivalents) have been delivered to you pursuant to this Award, the Company, in its sole discretion, may require you to pay back to it an amount equal to the income recognized for federal income tax purposes, as reflected on form W-2, by reason of the issuance of such Shares (and dividend equivalents) to you, provided that such Shares (and dividend equivalents) were delivered within the six-month period immediately preceding the termination of your employment or at any time following your termination of employment. For purposes of this Section 4(b), “Detrimental Activity” shall include: (1) disclosing proprietary, confidential or trade secret information; (2) becoming involved in any business activity in competition with Convergys Corporation in the geographical area where Convergys Corporation is engaged in such business activity; (3) interfering with Convergys Corporation's relationships with any person or entity or attempting to divert or change any such relationship to the detriment of Convergys Corporation or the benefit of any other person or entity; (4) failing to disclose and assign to Convergys Corporation any ideas, inventions, discoveries and other developments conceived by you during your employment, whether or not during working hours, which are within the scope of or related to Convergys Corporation's existing or planned business activities; (5) disparaging or acting in any manner which may damage the business of Convergys Corporation or which would adversely affect the goodwill, reputation or business relationships of Convergys Corporation; (6) inducing any employee of Convergys Corporation to terminate his or her employment relationship with Convergys Corporation; (7) taking or retaining without authorization any property of Convergys Corporation; or, (8) intentionally or fraudulently providing any inaccurate information causing any financial reports of Convergys Corporation to have to be restated or reported. Convergys Corporation shall be entitled to set-off against any payment called for under this paragraph any amount otherwise owed to you by the Company, provided that such set-off may only be made at the time the amount otherwise owed to you would normally be paid to you. Nothing in this Section is intended to supersede or otherwise affect any Non-Disclosure and Non-Competition agreement or other employment-related agreement between you and Convergys Corporation. References to Convergys Corporation in this paragraph shall include all direct and indirect subsidiaries of Convergys Corporation.

5.Certain Events During the Performance Period.

a. If you cease to be an employee of the Company and its affiliates after this Award was granted to you and prior to the end of the Performance Period due to death or Disability, then (i) the number of Shares that are covered by this Award shall be automatically reduced to a number of Shares (the “Adjusted Shares”) that bears the same ratio to the target number of Shares indicated on your Notice of Award as (A) the number of days from the first day of the Performance Period through the date your employment terminates bears to (B) 1095, and (ii) notwithstanding Section 1 hereof, the Adjusted Shares will be delivered within 30 days following the date your employment terminates (together with dividend equivalents as provided pursuant to Section 7 of this Agreement), except as otherwise provided pursuant to Section 11 below. The remaining Shares shall be forfeited automatically and without further notice as of the date of your termination.

b. If you cease to be an employee of the Company and its affiliates after this Award was granted to you and prior to the end of the Performance Period due to Retirement or involuntary termination without Cause, then (i) the number of Shares that are covered by this Award shall be automatically reduced to the Adjusted Shares, and (ii) provided that the Company achieves the Initial Performance Objective set forth in Section 1 hereof for the Performance Period, you shall be credited with a number of Shares equal to ____% of the Adjusted Shares, or such lesser number of Shares as may be determined by the Compensation Committee, in its discretion, in accordance with Section 2 of this Agreement, which discretion the Compensation Committee intends to exercise based upon the Company's achievement of the cumulative annual EPS objectives for the three years during the Performance Period. If the Initial Performance Objective is achieved for the Performance Period, any Shares determined not to be payable to you by the Compensation Committee after the exercise of its discretion pursuant to Section 2 hereof shall be forfeited automatically and without further notice. Shares earned, if any, pursuant to the provisions of this section 5(b) will be delivered following the end of the Performance Period and the Compensation Committee's certifications pursuant to Sections 1(c) and 2(e) hereof and on or prior to ________ (together with dividend equivalents as provided pursuant to Section 7 of this Agreement), except as otherwise provided pursuant to Section 11 below.

c. If, prior to the end of the Performance Period and while you are employed by the Company and its affiliates, a Change of Control of the Company occurs, then (i) the number of Shares that are covered by this Award shall be automatically reduced to a number of Shares (the “COC Adjusted Shares”) that bears the same ratio to the target number of Shares indicated on your Notice of Award as (A) the number of days from the first day of the Performance Period through the date of the Change of Control bears to (B) 1095, and (ii) notwithstanding Section 1 hereof, the COC Adjusted Shares will be delivered within 30 days following the date of the Change of Control (together with dividend equivalents as provided pursuant to Section 7 of this Agreement), except as otherwise provided pursuant to Section 11 below. The remaining Shares shall be forfeited automatically and without further notice as of the date of the Change of Control.

6.Rights as a Shareholder. You shall not have any rights as a shareholder of the Company with respect to any Shares that may be deliverable hereunder unless and until such Shares have been delivered to you.

7.Dividend Equivalents. At the same time that any Shares are delivered to you pursuant to this Agreement, the Company shall pay dividend equivalents to you in cash, in an amount equal to the aggregate cash dividends that you would have received had you been the actual owner, from _________ through the date of distribution of Shares, of the number of Shares, if any, actually distributed to you pursuant to this Agreement. Your right to receive any dividend equivalents pursuant to this Agreement shall be subject to the same terms, conditions and restrictions (including forfeiture restrictions) as your right to receive the related Shares. In no event will any interest or earnings be credited on the amount of dividend equivalents, if any, payable to you pursuant to this Agreement.

8.Transferability. Your right to receive any Shares (and dividend equivalents) shall not be transferable or assignable by you other than by will or by the laws of descent and distribution.

9.Tax Withholding. To the extent the Company or any affiliate is required to withhold any taxes in connection with the delivery of Shares under this Agreement, then the Company or affiliate (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the fair market value of the Shares on the date of delivery); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. If the Company or any affiliate is required to withhold any taxes other than in connection with the delivery of Shares under this Agreement (including such taxes as may be required to be withheld in connection with the payment of dividend equivalents), then the Company or affiliate (as applicable) shall have the right in its sole discretion to (a) withhold such required tax withholding from dividend equivalents paid under this Agreement, (b) require you to pay or provide for payment of the required tax withholding, or (c) deduct the required tax withholding from any amount of salary, bonus, incentive compensation or other amounts otherwise payable in cash to you (other than deferred compensation subject to Section 409A of the Code).

10.No Employment Contract. Nothing contained in this Agreement shall confer upon you any right with respect to continuance of employment by the Company or any subsidiary, nor limit or affect in any manner the right of the Company or any subsidiary to terminate your employment or adjust your compensation.

11.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Shares shall not be delivered if the delivery thereof would result in a violation of any such law. This Award is intended to be exempt from the provisions of Section 409A of the Code as a short term deferral or to be compliant with Section 409A of the Code. This Award shall be construed, administered, and governed in a manner that effects such intent, provided that the Company does not represent or guarantee that any particular federal or state income, estate, payroll, or other tax consequences will occur because of this Award and the compensation provided hereunder. To the extent required to comply with Section 409A of the Code, (a) any delivery of Shares (and payment of dividend equivalents) to a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) (or any successor thereto) on account of termination of employment shall be made no earlier than six months after the date of termination; (b) termination of employment shall not be considered to occur until there is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (1)(ii), where the employee's services permanently decrease to less than 50% of the average level of services performed over the preceding 36 month period; and (c) delivery of Shares (and payment of dividend equivalents) on account of a Change of Control shall occur upon a Change of Control that constitutes a “change in the ownership”, a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

12.Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this Agreement without your consent.

13.Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

14.Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Compensation Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of this Award.

15.Successors and Assigns. Without limiting Section 8 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of the Company.

16.Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

EX-10.3

CONVERGYS CORPORATION

AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

1. Purpose.

The primary purpose of the Convergys Corporation Amended and Restated Long Term Incentive Plan, as amended (the “Plan”) is to further the long term growth of Convergys Corporation (the “Company”) by offering competitive incentive compensation related to long term performance goals to those employees of the Company and its affiliates who will be largely responsible for planning and directing such growth. The Plan is also intended as a means of reinforcing the commonality of interest between the Company's shareholders and the employees who are participating in the Plan and as an aid in attracting and retaining employees of outstanding abilities and specialized skills. The Plan was originally effective on July 20, 1998, was readopted as a new Plan effective April 22, 2008, the date on which such readoption was approved by the shareholders of the Company (the “Effective Date”), and is amended and restated as set forth herein, effective as of January 31, 2013. Neither the re-adoption of the Plan on April 22, 2008, nor the subsequent amendment and restatement of the Plan, increases the number of shares reserved for issuance under the original Plan.

2. Administration.

2.1The Plan shall be administered by the Compensation and Benefits Committee (the “Committee”) of the Company's Board of Directors (the “Board”). The Committee shall consist of at least three members of the Board (a) who are neither officers nor employees of the Company and (b) who are “outside directors” within the meaning of section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”).

2.2Subject to the limitations of the Plan, the Committee shall have complete authority (a) to select from the employees and Non-Employee Advisors (as defined in Section 10B) of the Company and its affiliates those individuals who shall participate in the Plan, (b) to make awards in such forms and amounts as it shall determine and to cancel, suspend or amend awards, (c) to impose such limitations, restrictions and conditions upon awards as it shall deem appropriate, (d) to interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan and (e) to make all other determinations and to take all other actions necessary or advisable for the proper administration of the Plan; provided, however, that notwithstanding the foregoing, except as otherwise permitted under Section 14, the Committee shall not, without the further approval of the shareholders of the Company, authorize the amendment of any outstanding option to reduce its exercise price or cancel an option and replace it with an option having a lower exercise price. Determinations of fair market value under the Plan shall be made in accordance with the methods and procedures established by the Committee. The Committee's determinations on matters within its authority shall be conclusive and binding on the Company and all other parties.

2.3The Committee may delegate to one or more officers or to one or more committees of officers the right to make awards to employees who are not designated by the Board as “Section 16 officers” and to Non-Employee Advisors.

2.4In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to participants who are foreign nationals or who are employed by the Company or any subsidiary outside of the United States of

America as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Corporate Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, shall include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

3. Types of Awards.

Awards under the Plan may be in any one or more of the following: (a) stock options, including incentive stock options (“ISOs”), (b) stock appreciation rights (“SARs”), in tandem with stock options or free-standing, (c) restricted stock, (d) restricted stock units, (e) performance shares and performance units conditioned upon meeting performance criteria and (f) other awards based in whole or in part by reference to or otherwise based on Company Common Shares, without par value (“Common Shares”). In connection with any award or any deferred award, payments may also be made representing dividends or interest or other equivalent. No awards shall be made under the Plan after ten years from the Effective Date.

4. Shares Subject to Plan.

Subject to adjustment as provided in Section 14 below, 38,000,000 of the Company's Common Shares, less the number issued under the Convergys Corporation 1998 Long-Term Incentive Plan, as amended (the “1998 Plan”), may be issued or transferred (1) upon the exercise of options or SARs, (2) as restricted shares (whether or not deferred pursuant to Section 12) and released from substantial risks of forfeiture, (3) in payment of restricted stock units or performance units or performance shares that have been earned, or (4) in payment of dividend equivalents paid with respect to awards made under the Plan. Common Shares available in any year which are not used for awards under the Plan shall be available for award in subsequent years. Notwithstanding the foregoing, subject to adjustment as provided in Section 14 below, (a) the total number of Common Shares actually issued by the Company upon the exercise of ISOs shall not exceed 15,000,000 (including shares issued under the 1998 Plan), (b) the total number of Common Shares that may be subject to awards granted under the Plan that are intended to qualify for the performance-based compensation exemption from Section 162(m) of the Code (the “Performance-Based Exemption”), in the form of stock options, SARs, performance shares, restricted stock, restricted stock units or other stock awards to any one individual, during any calendar year, shall not exceed separately or in the aggregate, 500,000, and (c) the total amount of cash (or fair market value of property) payable pursuant to performance units granted to any one individual during any calendar year shall not exceed $3,500,000. In the future, if another company is acquired, any Common Shares covered by or issued as result of the assumption or substitution of outstanding grants of the acquired company shall not be deemed issued under the Plan and shall not be subtracted from the Common Shares available for grant under the Plan. The Common Shares issued or transferred under the Plan may consist in whole or in part of authorized and unissued shares or treasury shares. If any Common Shares subject to any award are forfeited, terminated, cancelled or settled in cash or otherwise terminated with or without issuance or transfer of Common Shares, the Common Shares subject to such award shall again be available for grant pursuant to the Plan. Common Shares withheld in payment of any exercise price or taxes relating to an award shall be deemed to constitute Common Shares not issued or transferred to the participant and shall

be deemed to again be available for awards under the Plan. This Section shall apply to the number of Common Shares reserved and available for ISOs only to the extent consistent with applicable provisions of the Code and Treasury regulations related to ISOs.

5. Stock Options.

Except as provided in Sections 10A and 10B, all stock options granted under the Plan shall be subject to the following terms and conditions:

5.1The Committee may, from time to time, subject to the provisions of the Plan and such other terms and conditions as the Committee may prescribe, grant to any employee of the Company or affiliate of the Company options to purchase Common Shares, which options may be options that comply with the requirements for incentive stock options set forth in section 422 of the Code (“ISOs”) or options which do not comply with such requirements (“NSOs”) or both. The grant of an option shall be evidenced by an Evidence of Award containing such terms and conditions as the Committee may from time to time prescribe (“Stock Option Agreement”). For purposes of the Plan, 'Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence, including electronic evidence, approved by the Committee which sets forth the terms and conditions of the award.

5.2The purchase price per Common Share of options granted under the Plan shall be determined by the Committee; provided that the purchase price per Common Share of any ISO shall not be less 100% of the fair market value of a Common Share on the date the ISO is granted.

5.3Unless otherwise prescribed by the Committee in the Stock Option Agreement, each option granted under the Plan shall be for a period of ten years, shall be exercisable in whole or in part after the commencement of the second year of its specified term and may thereafter be exercised in whole or in part before it terminates under the provisions of the Stock Option Agreement. The Committee shall establish procedures governing the exercise of options and shall require that notice of exercise be given and that the option price be paid in full in cash at the time of exercise. The Committee may permit an optionee, in lieu of part or all of the cash payment, to make full or partial payment of the option price (a) in Common Shares (either by actual delivery or attestation) or other property valued at fair market value on the date of exercise, (b) by a cashless exercise (including by withholding Common Shares deliverable upon exercise or through a broker-assisted arrangement to the extent permitted by applicable laws), (c) by a combination of the foregoing methods, or (d) by any other method approved by the Committee in its sole discretion. As soon as practicable after receipt of each notice and full payment, the Company shall deliver to the optionee a certificate or certificates representing the acquired Common Shares, unless, in accordance with rules prescribed by the Committee, the optionee has elected to defer receipt of the Common Shares.

5.4Any ISO granted under the Plan shall be exercisable upon the date or dates specified in the Stock Option Agreement, but not earlier than one year after the date of grant of the ISO and not later than 10 years after the date of grant of the ISO, provided that the aggregate fair market value, determined as of the date of grant, of Common Shares for which ISOs are exercisable for the first time during any calendar year as to any individual shall not exceed the maximum limitations in section 422 of the Code. Notwithstanding any other provisions of the Plan to the contrary, no individual will be eligible for or granted an ISO, if at the time the option is granted, that individual owns (directly or indirectly, within the meaning of section 424(d) of the

Code) stock of the Company possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its subsidiaries.

6. Stock Appreciation Rights.

6.1A SAR may be granted free-standing or in tandem with new options or after the grant of a related option which is not an ISO. The SAR shall represent the right to receive payment of a sum not to exceed the amount, if any, by which the fair market value of the Common Shares on the date of exercise of the SAR (or, if the Committee shall so determine in the case of any SAR not related to an ISO, any time during a specified period before the exercise date) exceeds the grant price of the SAR.

6.2The grant price and other terms of the SAR shall be determined by the Committee.

6.3Payment of the amount to which an individual is entitled upon the exercise of a SAR shall be made in cash, Common Shares or other property or in a combination thereof, as the Committee shall determine. To the extent that payment is made in Common Shares or other property, the Common Shares or other property shall be valued at fair market value on the date of exercise of the SAR.

6.4Unless otherwise determined by the Committee, any related option shall no longer be exercisable to the extent the SAR has been exercised and the exercise of an option shall cancel the related SAR to the extent of such exercise.

7A.Restricted Stock.

Common Shares awarded as restricted stock may not be disposed of by the recipient until certain restrictions established by the Committee lapse. Recipients of restricted stock are not required to provide consideration other than the rendering of services or the payment of any minimum amount required by law, unless the Committee otherwise elects. The recipient shall have, with respect to Common Shares awarded as restricted stock, all of the rights of a shareholder of the Company, including the right to vote the Common Shares, and the right to receive any cash dividends, unless the Committee shall otherwise determine. Upon termination of employment during the restricted period, all restricted stock shall be forfeited, subject to such exceptions, if any, as are authorized by the Company, as to termination of employment, retirement, disability, death or special circumstances. Restricted stock grants may specify performance criteria (in accordance with Section 8 below) the achievement of which is a condition to termination or early termination of the restrictions applicable to some or all of such shares. Each such grant may specify in respect of such performance criteria a minimum acceptable level of achievement and may set forth a formula for determining the number of restricted shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified criteria.

7B.Restricted Stock Units.

The Committee may award to any participant restricted stock units. Each such grant shall represent the right of the recipient to receive a number of Common Shares in the future, but subject to the fulfillment of such conditions as the Committee may specify. Recipients of restricted stock units are not required to provide consideration other than the rendering of service, unless the Committee otherwise elects. Each award of restricted stock units shall be evidenced by an Evidence of Award containing such

terms and conditions as the Committee may determine. An award of restricted stock units may specify performance criteria (in accordance with Section 8 below), the achievement of which is a condition to the Company's obligation to deliver Common Shares thereunder. Each such grant may specify in respect of such performance criteria a minimum acceptable level of achievement and may set forth a formula for determining the number of Common Shares deliverable under the award if performance is at or above the minimum level, but falls short of full achievement of the specified criteria.

8. Performance Shares and Units.

8.1The Committee may award to any participant performance shares or performance units (“Performance Awards”). Each performance share shall represent, as the Committee shall determine, one Common Share or other security. Each performance unit shall represent the right of the recipient to receive an amount equal to the value determined in the manner established by the Committee at the time of the award. Recipients of Performance Awards are not required to provide consideration other than the rendering of service, unless the Committee otherwise elects.

8.2Each Performance Award under the Plan shall be evidenced by an Evidence of Award containing such terms and conditions as the Committee may determine.

8.3Each Performance Award shall specify performance criteria which, if achieved, will result in payment or early payment of the award, and each award may specify in respect of such specified performance criteria a minimum acceptable level of achievement and may set forth a formula for determining the number of performance shares or performance units that will be earned if performance is at or above the minimum level, but falls short of full achievement of the specified performance criteria. Each award that is intended to qualify for the Performance-Based Exemption shall specify that, before the award shall be earned and paid, the Committee must certify that the applicable performance criteria and other material terms of the award have been satisfied. Performance criteria may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual participant or a subsidiary, business unit, division, department, region or function within the Company or subsidiary. Performance criteria may be made relative to the performance of other corporations. The performance criteria applicable to any award that is intended to qualify for the Performance-Based Exemption shall be established in writing within the timing prescribed under Section 162(m) of the Code and shall be based on specified levels of or growth in one or more of the following criteria: earnings per share; stock price; total shareholder return; return on investment; return on capital; revenues; earnings from operations; earnings before or after interest and taxes; net income; cash flow; debt to capital ratio; economic value added; return on equity; return on assets; earnings before or after interest, depreciation, amortization or extraordinary or special items; free cash flow; cash flow return on investment (discounted or otherwise); net cash provided by operation; cash flow in excess of cost of capital; operating margin; profit; operating income; price earnings ratio; expense ratios/operating expense; total expenditures; cost reduction targets; cumulative shareholder value added; working capital/capital expended; and liquidity.

With respect to any award intended to qualify for the Performance-Based Exemption, after the date that the performance criteria are required to be established in writing under Section 162(m) of the Code, the Committee shall not have discretion to increase the amount of compensation that is payable upon achievement of the performance criteria so established. However, the Committee may, in its sole discretion, reduce the amount of compensation that is payable upon achievement of such performance criteria.

If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances (including those events and circumstances described in Section 14 of this Plan) render the performance criteria unsuitable, the Committee may in its discretion modify such criteria or the related levels of achievement, in whole or in part, as the Committee deems appropriate and equitable, except in the case where such action would result in the loss of the otherwise available Performance-Based Exemption.

The performance period for each award within which the performance criteria are to be achieved shall be of such duration as the Committee shall establish at the time of award (“Performance Period”). There may be more than one award in existence at any one time, and Performance Periods may differ.

8.4The Committee may provide that amounts equivalent to dividends paid shall be payable with respect to each Performance Share awarded, and that amounts equivalent to interest at such rates as the Committee may determine shall be payable with respect to amounts equivalent to dividends previously credited to the participant. The Committee may provide that amounts equivalent to interest at such rates as the Committee may determine shall be payable with respect to performance units.

8.5Payments of performance shares and any related dividends, amounts equivalent to dividends and amounts equivalent to interest may be made in a lump sum or in installments, in cash, property or in a combination thereof, as the Committee may determine. Payment of performance units and any related amounts equivalent to interest may be made in a lump sum or in installments, in cash, property or in a combination thereof, as the Committee may determine.

9. Other Stock Awards.

9.1The Committee is authorized to grant to employees of the Company and its affiliates, either alone or in addition to other awards granted under the Plan, awards of Common Shares or other securities of the Company or any subsidiary of the Company and other awards that are valued in whole or in part by reference to, or are otherwise based on, Common Shares or other securities of the Company or any subsidiary of the Company (“other stock awards”). Other stock awards may be paid in cash, Common Shares, other property or in a combination thereof, as the Committee shall determine.

9.2The Committee shall determine the employees to whom other stock awards are to be made, the times at which such awards are to be made, the number of shares to be granted pursuant to such awards and all other conditions of such awards. The provisions of other stock awards need not be the same with respect to each recipient. The recipient shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber the Common Shares or other securities prior to the later of the date on which the Common Shares or other securities are issued, or the date on which any applicable restrictions or performance or deferral periods lapse. Common Shares (including securities convertible into Common Shares) and other securities granted pursuant to other stock awards may be issued for no cash consideration or for such minimum consideration as may be required by applicable law. Common Shares (including securities convertible into Common Shares) and other securities purchased pursuant to purchase rights granted pursuant to other stock awards may be purchased for such consideration as the Committee shall determine,

which price shall not be less than the fair market value of such Common Shares or other securities on the date of grant, unless the Committee otherwise elects.

10A.Grants to Non-Employee Directors.

10A.1For purposes of the Plan, “Non-Employee Director” means a member of the Board who is not an employee of the Company or an affiliate of the Company. In addition to awards to employees and Non-Employee Advisors, awards (other than ISOs) also may be made to Non-Employee Directors under the Plan. Except as otherwise provided in this Section 10A, any award to a Non-Employee Director shall be subject to all of the terms and conditions of the Plan.

10A.2The Board, in its sole discretion, may make awards to Non-Employee Directors. In exercising such authority, the Board shall have all of the power otherwise reserved to the Committee under the Plan, including, but not limited to, the sole and complete authority (a) to select the Non-Employee Directors who shall be eligible to receive awards, (b) to select the types and amounts of awards which may be made and (c) to impose such limitations, restrictions and conditions upon awards as the Board shall deem appropriate.

10B.Grants to Non-Employee Advisors.

10B.1For purposes of the Plan, “Non-Employee Advisor” means an individual selected by the Company or one or more of its affiliates to participate in one or more foreign advisory boards who is neither an employee of the Company or an affiliate of the Company nor a Non-Employee Director. In addition to awards to employees and Non-Employee Directors, awards (other than ISOs) also may be made to Non-Employee Advisors under the Plan. Except as otherwise provided in this Section 10B, any award to a Non-Employee Advisor shall be subject to all of the terms and conditions of the Plan.

10B.2The Committee, in its sole discretion, may make awards to Non-Employee Advisors. In exercising such authority, the Committee shall have complete authority (a) to select the Non-Employee Advisors who shall be eligible to receive awards, (b) to select the types and amounts of awards which may be made and (c) to impose such limitations, restrictions and conditions upon awards as the Committee shall deem appropriate.

11. Nonassignability of Awards.

Unless permitted by the Committee, no award granted under the Plan shall be assigned, transferred, pledged or otherwise encumbered by the recipient, otherwise than (a) by will, (b) by designation of a beneficiary after death or (c) by the laws of descent and distribution. Each award shall be exercisable during the recipient's lifetime only by the recipient or, if permissible under applicable law, by the recipient's guardian or legal representative or, in the case of a transfer permitted by the Committee, by the recipient of the transferred amount.

12. Deferrals of Awards.

The Committee may permit recipients of awards to defer the distribution of all or part of any award in accordance with such terms and conditions as the Committee shall establish.

13. Provisions Upon Change of Control.

In the event of a Change of Control occurring on or after the Effective Date, the provisions of this Section 13 will supersede any conflicting provisions of the Plan.

13.1In the event of a Change of Control, (a) all outstanding stock options and SARs under Sections 5 and 6 of the Plan shall become exercisable in full, (b) the restrictions otherwise applicable to any Common Shares awarded as restricted stock under Section 7A of the Plan shall lapse, (c) all Common Shares that are the subject of restricted stock units granted under Section 7B shall be issued, and (d) the performance criteria relating to outstanding performance shares, performance units and other awards under Sections 8 and 9 of the Plan shall be deemed to have been satisfied in full and such awards shall be paid in full within five business days of such Change of Control, provided that for these performance awards issued after February 19, 2007 performance goals will not be deemed satisfied in full and such awards shall be paid based upon actual results as of the date of the Change of Control; further, unless the Committee shall revoke such an entitlement prior to a Change of Control, any optionee who is deemed by the Committee to be a statutory officer (“insider”) for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), shall be entitled to receive in lieu of exercise of any stock option, to the extent that it is then exercisable, a cash payment in an amount equal to the difference between the aggregate price of such option, or portion thereof, and (a) in the event of a tender offer or similar event, the final offer price per share paid for Common Shares times the number of Common Shares covered by the option or portion thereof, or (b) the aggregate value of the Common Shares covered by the stock option.

In the event of a tender offer in which fewer than all Common Shares which are validly tendered in compliance with such offer are purchased or exchanged, then only that portion of the Common Shares covered by a stock option as results from multiplying such Common Shares by a fraction, the numerator of which is the number of Common Shares acquired pursuant to the offer and the denominator of which is the number of Common Shares tendered in compliance with such offer, shall be used to determine the payment thereupon. To the extent that all or any portion of a stock option shall be affected by this provision, all or such portion of the stock option shall be terminated.

13.2For purposes of this Section 13, except as otherwise provided in Section 13.3, a “Change of Control” of the Company means and shall be deemed to occur if:

(a)a tender shall be made and consummated for the ownership of 30% or more of the outstanding voting securities of the Company;

(b)the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, other than affiliates (within the meaning of the 1934 Act) of any party to such merger or consolidation, as the same shall have existed immediately prior to such merger or consolidation;

(c)the Company shall sell substantially all of its assets to another corporation which is not a wholly owned subsidiary;

(d)a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) of the 1934 Act, shall acquire 20% or more of the outstanding voting securities of the Company

(whether directly, indirectly, beneficially or of record), or a person, within the meaning of Section 3(a)(9) or Section 13(d)(3) of the 1934 Act, controls in any manner the election of a majority of the directors of the Company; or

(e)within any period of two consecutive years commencing on or after the Effective Date of the Plan, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period. For purposes hereof, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) pursuant to the 1934 Act.

13.4Solely for purposes of awards that are considered to provide for deferral of compensation under Code Section 409A and which are not exempt from 409A, a Change of Control under the definition stated in Section 13.2 above shall not be considered a Change of Control for purposes of the timing of payment of any award unless the Change of Control is a change in ownership or effective control or a change in the ownership of a substantial portion of the assets of a corporation under Treasury Regulation Section 1.409A-3(i)(5). In the event of a Change of Control under 13.2 that is not also a change in ownership, effective control or a substantial portion of assets under the 409A Treasury Regulations, the award shall vest as provided in Section 13.1 at the date of the Change of Control, but the award value as of the Change of Control will not be paid until the originally scheduled payment date for the award without regard to the Change of Control, and the value shall not be adjusted for later payment. Further, the Company or its successor may elect to pay the award in Company common stock or in cash.

13.4In the event of a Change in Control, the provisions of this Section 13 may not be amended on or subsequent to the Change in Control in any manner whatsoever which would be adverse to any recipient of an award under the Plan without the consent of such recipient who would be so affected; provided, however, the Board may make minor or administrative changes to this Section 13 or changes to conform to applicable legal requirements.

13.5Notwithstanding any provision to the contrary specified in Section 13.1 above or in the second sentence of Section 13.3 above, the Committee shall have the right to specify, in the terms of any award granted by the Committee under the Plan, rules that set forth the effect of a Change of Control on such award that differ from the Change of Control rules otherwise provided under Section 13.1 above and under the second sentence of Section 13.3 above. If the Committee exercises such discretion by prescribing in the terms of any award granted under the Plan specific rules that concern the effect of a Change of Control on such award, then, with respect to such award, the Change of Control rules set forth in the terms of such award shall be controlling over (and render null and void) the Change of Control rules set forth in Section 13.1 above and the second sentence of Section 13.3 above.

14. Adjustments.

14.1In the event of any change affecting the Common Shares by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than cash dividends, the Committee shall make such substitution or adjustment in the aggregate number or

class of shares which may be distributed under the Plan and in the number, class and option price or other price of shares subject to the outstanding awards granted under the Plan as it deems to be appropriate in order to maintain the purpose of the original grant.

14.2Subject to restrictions and limitations otherwise provided under the Plan, the Committee shall be authorized to make adjustments in performance award criteria or in the terms and conditions of other awards in recognition of unusual or non-recurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles; provided, however, that any such adjustment that is made with respect to an award that is intended to qualify for the Performance-Based Exemption shall be made only at such time and in such manner as will not cause such award to fail to qualify for the Performance-Based Exemption. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any award in the manner and to the extent it shall deem desirable to carry it into effect.

15. Amendments and Terminations.

Notwithstanding any other provisions hereof to the contrary, the Board may assume responsibilities otherwise assigned to the Committee and may amend, alter or discontinue the Plan or any portion thereof at any time, provided that no such action shall impair the rights of any recipient of an award under the Plan without such recipient's consent and provided that no amendment shall be made without shareholder approval which (a) increases the total number of Common Shares reserved for issuance pursuant to the Plan or the total number of Common Shares which may be issued upon the exercise of ISOs or the total number of Common Shares which may be issued to any one individual (b) changes the classes of persons eligible to receive awards under the Plan or (c) is required to be approved by the shareholders of the Company in order to comply with applicable law or the rules of the principal national securities exchange upon which the Common Shares are traded.

16. Withholding.

To the extent required by applicable federal, state, local or foreign law, the recipient of an award under the Plan shall make arrangements satisfactory to the Company for the satisfaction of any withholding obligations that arise in connection with the award and the Company shall have the right to withhold from any cash award the amount necessary, or retain from any award in the form of Common Shares a sufficient number of Common Shares, to satisfy the applicable withholding tax obligation. Unless otherwise provided in the applicable award agreement, a participant may satisfy any tax withholding obligation by any of the following means or any combination thereof: (a) by a cash payment to the Company, (b) by delivering to the Company Common Shares owned by the participant or (c) by authorizing the Company to retain a portion of the Common Shares otherwise issuable to the participant pursuant to the exercise or vesting of the award.

17. Forfeiture and Recoupment of Awards.

Any award shall be subject to forfeiture or recoupment pursuant to the terms of any applicable compensation recovery policy adopted by the Company, including any such policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the Securities and Exchange Commission or applicable securities exchange.

18. Governing Law.

The Plan and each Evidence of Award shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

EX-21

Exhibit 21 to 2013 10-Q
Convergys Corporation Direct and Indirect Subsidiaries
March 31, 2013
Entity Name							Jurisdiction
Convergys Corporation							Ohio
	Asset Ohio Fourth Street LLC						Ohio
	Convergys Software Service (Beijing) Ltd.						Peoples Republic of China
	Convergys Government Solutions LLC						Ohio
	Convergys Customer Management Group Inc.						Ohio
		Convergys Customer Management Australia Pty Ltd					Australia
		Convergys Customer Management Colombia S.A.S.					Colombia
		Convergys Cyprus Limited					Cyprus
			Nodisko Trading Limited				Cyprus
				Rosas Limited			Cyprus
		Convergys EC Inc.					Ohio
		Convergys Funding Inc.					Kentucky
		Convergys Customer Management International Inc.					Ohio
			Convergys Customer Management Group Canada Holding Inc. (99.84%)				Delaware
				CCM Limited Partner ULC			Nova Scotia, Canada
					Convergys CMG Canada Limited Partnership (99% LP)		Manitoba, Canada
					Convergys New Brunswick, Inc.		New Brunswick, Canada
						Convergys CMG Canada Limited Partnership (1% GP)	Manitoba, Canada
				Convergys Customer Management Delaware LLC			Delaware
			Convergys Services Denmark ApS				Denmark
			Convergys Korea Limited (51%)				Korea
			Convergys Customer Management Mexico S. de R.L. de C.V. (1%)				Mexico
			Convergys Mexico S. de R. L. de C. V. (0.03%)				Mexico
			Convergys Customer Management Netherlands B.V.				Netherlands
			Convergys CMG UK Limited				United Kingdom
			PT Convergys Customer Management Indonesia (1%)				Indonesia
		Convergys International B.V.					Netherlands
			Convergys Philippines Services Corporation				Philippines
				Convergys Singapore Holdings Pte. Ltd.			Singapore
			Intervoice, LLC (30%)				Texas
		Encore Receivable Management, Inc.					Kansas
		Convergys India Services Private Limited					India
			Convergys International Solutions (Mauritius) Limited				Mauritius
		Convergys CMG Insurance Services LLC					Ohio
		Convergys Learning Solutions Inc.					Delaware
			DigitalThink (India) Pvt. Ltd.				India
				Convergys Customer Management Group Canada Holding Inc. (0.16%)			Delaware
		Convergys Customer Management Mexico S. de R.L. de C.V. (99%)					Mexico
		Convergys Employee Care Puerto Rico, LLC					Puerto Rico

	Intervoice, LLC (70%)				Texas
		Edify LLC			Delaware
		Edify Holding Company, Inc.			Delaware
		Intervoice-Brite Inc.			Texas
		Intervoice GP, Inc.			Nevada
			Intervoice Limited Partnership (1%)		Nevada
		Intervoice LP, Inc.			Nevada
			Intervoice Limited Partnership (99%)		Nevada
		Intervoice Acquisition Subsidiary II, Inc.			Nevada
		Intervoice Acquisition Subsidiary, Inc.			Nevada
			Intervoice Colombia Ltda. (6%)		Colombia
			Intervoice do Brasil Comerico Servicos e Partipacoes Ltda. (0.1%)		Brazil
		Intervoice Colombia Ltda. (94%)			Colombia
		Intervoice do Brasil Comerico Servicos e Partipacoes Ltda. (99.9%)			Brazil
		Brite Voice Systems, LLC			Kansas
			Intervoice Pte Ltd.		Singapore
			Intervoice Brite (Pty) Ltd.		South Africa
			BVSI, Inc.		Delaware
			Intervoice Limited		United Kingdom
				Intervoice GmbH	Germany
	PT Convergys Customer Management Indonesia (99%)				Indonesia
• All subsidiaries conduct business under their legal name.

EX-31.1

Exhibit 31.1 to 2013 10-Q

Certification

I, Andrea J. Ayers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Convergys Corporation;

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(s) 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(s) 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:	April 30, 2013	/s/ Andrea J. Ayers
		Andrea J. Ayers
		Chief Executive Officer

EX-31.2

Exhibit 31.2 to 2013 10-Q

Certification

I, Andre S. Valentine, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Convergys Corporation;

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(s) 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(s) 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:	April 30, 2013	/s/ Andre S. Valentine
		Andre S. Valentine
		Chief Financial Officer

EX-32.1

Exhibit 32.1 to 2013 10-Q

CERTIFICATION OF PERIODIC FINANCIAL REPORT BY CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-Q for the quarter ended March 31, 2013 of Convergys Corporation (the “Company”), as filed with the Securities and Exchange Commission on April 30, 2013 (the “Report”), I, Andrea J. Ayers, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

/s/ Andrea J. Ayers

Andrea J. Ayers

Chief Executive Officer

April 30, 2013

A signed original of this written statement required by Section 906 has been provided to Convergys Corporation and will be retained by Convergys Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

EX-32.2

Exhibit 32.2 to 2013 10-Q

CERTIFICATION OF PERIODIC FINANCIAL REPORT BY CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-Q for the quarter ended March 31, 2013 of Convergys Corporation (the “Company”), as filed with the Securities and Exchange Commission on April 30, 2013 (the “Report”), I, Andre S. Valentine, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

/s/ Andre S. Valentine

Andre S. Valentine

Chief Financial Officer

April 30, 2013

A signed original of this written statement required by Section 906 has been provided to Convergys Corporation and will be retained by Convergys Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

XML

Employee Benefit Plans (Schedule Of Components Of Pension Cost) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Pension Plans, Defined Benefit [Member]
Service cost	$ 1.8	$ 1.4
Interest cost on projected benefit obligation	2.8	3.0
Expected return on plan assets	(2.6)	(3.0)
Amortization and deferrals - net	3.5	2.8
Pension cost	5.5	4.2
Unfunded Executive Pension Plans [Member]
Service cost	0	0.1
Interest cost on projected benefit obligation	0.1	0.2
Amortization and deferrals - net	0.1	0
Pension cost	$ 0.2	$ 0.3

XML

Financial Instruments (Fair Value of Derivative Instruments) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Other Current Assets [Member]
Forward exchange contracts and options designated as hedging instruments, assets	$ 14.4	$ 16.4
Other Assets [Member]
Forward exchange contracts and options designated as hedging instruments, assets	9.4	11.6
Other Current Liabilities [Member]
Forward exchange contracts and options designated as hedging instruments, liabilities	5.3	6.0
Other Liabilities [Member]
Forward exchange contracts and options designated as hedging instruments, liabilities	$ 2.8	$ 3.5

XML

Debt And Capital Lease Obligations (Other) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument
Asset Securitization Facility	$ 150.0
Asset Securitization Facility, Expiration Date	June 2014
Accounts Receivable Securitization	0	0
Capital Lease Obligations	$ 2.0	$ 2.2

XML

Financial Instruments (Effect Of Derivative Instruments On Consolidated Financial Statements) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Derivative Instruments, Gain (Loss)
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	$ (4.2)
Operating Expense [Member]
Derivative Instruments, Gain (Loss)
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	1.3	16.1
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	$ 4.2	$ 2.3

XML

Debt And Capital Lease Obligations (Revolving Credit Facility) (Details) (USD $) In Millions, unless otherwise specified			3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 2011 Credit Facility [Member]	Mar. 11, 2011 2011 Credit Facility [Member]	Mar. 11, 2011 2006 Credit Facility [Member]
Line of credit, maximum borrowing capacity				$ 300	$ 400
Credit facility, amount outstanding	$ 0	$ 0
Line of Credit Facility, Expiration Date			Mar. 11, 2015

XML

Background And Basis Of Presentation (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Aggregate sale of business segment			$ 449.0
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax	(8.0)	0	99.8
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax			16.2
Proceeds from Divestiture of Businesses			462.6
Elimination of goodwill and intangible assets from sale of business segment			$ 201.7
Maximum period of agreement for earning transition services revenues for services provided to the buyer (in months)	24

XML

Goodwill And Other Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Goodwill, net	$ 577.7			$ 577.7
Intangible assets, net	31.3			33.7
Amortization	1.2	1.9	4.7
Software [Member]
Intangible assets, net	13.6
Weighted average depreciation period	3 years 3 months 18 days
Trademarks [Member]
Intangible assets, net	0
Intangible assets, useful life	4 years
Customer Relationships And Other Intangibles [Member]
Intangible assets, net	17.7
Other Intangible Assets [Member]
Weighted average amortization period	6 years 3 months 18 days
Minimum [Member] | Software [Member]
Intangible assets, useful life	5 years
Minimum [Member] | Customer Relationships And Other Intangibles [Member]
Intangible assets, useful life	7 years
Maximum [Member] | Software [Member]
Intangible assets, useful life	8 years
Maximum [Member] | Customer Relationships And Other Intangibles [Member]
Intangible assets, useful life	12 years
Office Building [Member]
Real Estate Held-for-sale	35.2
Long Lived Assets Held-for-sale, Impairment Charge	42.6
Long Lived Assets Held for Sale Impairment Charge, net of tax	$ 27.0

XML

Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2013

Pension Plans, Defined Benefit [Member]

Schedule Of Components Of Pension Cost

	Three Months Ended March 31,
	2013			2012
Interest cost on projected benefit obligation	$	2.8		$	3.0
Service cost	1.8			1.4
Expected return on plan assets	(2.6		)	(3.0		)
Amortization and deferrals - net	3.5			2.8
Pension cost	$	5.5		$	4.2

Unfunded Executive Pension Plans [Member]

Schedule Of Components Of Pension Cost

	Three Months Ended March 31,
	2013		2012
Interest cost on projected benefit obligation	$	0.1	$	0.2
Service cost	—		0.1
Amortization and deferrals - net	0.1		—
Pension cost	$	0.2	$	0.3

XML

Debt And Capital Lease Obligations (Schedule Of Future Minimum Payments) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Long-term Debt and Capital Lease Obligations [Abstract]
Remainder of 2013 and 2014	$ 1.3
2015	0.7
2016	0
2017	0
2018	0
Thereafter	125.0
Total	$ 127.0

XML

Stock-Based Compensation Plans (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Long-term incentive plan expense	$ 4.5	$ 5.3
Long-term incentive plan expense related to discontinued operations		0.8
Stock compensation expense	4.5	5.2
Stock Options [Member]
Stock compensation expense	0.3
Restricted Stock Units (RSUs) [Member]
Granted, shares	0.9	1.4
Restricted stock units granted, weighted average fair value at date of grant	$ 16.45	$ 12.92
Performance Shares [Member]
Granted, shares	0.1	0.6
Total unrecognized compensation cost related to non-vested restricted stock and restricted stock units	3.6
Restricted stock units granted, weighted average fair value at date of grant		$ 12.93
Weighted average recognition period (in years)	0.5
Performance Shares [Member] | Maximum [Member]
Payout range	200.00%
Performance Shares [Member] | Minimum [Member]
Payout range	50.00%
Time-Based Restricted Stock [Member]
Granted, shares	0.5
Total unrecognized compensation cost related to non-vested restricted stock and restricted stock units	$ 15.3
Restricted stock units granted, weighted average fair value at date of grant	$ 16.15
Weighted average recognition period (in years)	1.2
2013 Performance grants [Domain] | Performance Shares [Member]
Granted, shares	0.4
Restricted stock units granted, weighted average fair value at date of grant	$ 16.22
2013 time-based grants [Member]
Time-based RSUs granted vesting period	2 years
2013 time-based grants [Member] | Maximum [Member]
Time-based RSUs granted vesting period	3 years
2013 time-based grants [Member] | Minimum [Member]
Time-based RSUs granted vesting period	1 year
2012 time-based grants [Member] | Maximum [Member]
Time-based RSUs granted vesting period	3 years
2012 time-based grants [Member] | Minimum [Member]
Time-based RSUs granted vesting period	2 years
2011 time-based grants [Member] | Maximum [Member]
Time-based RSUs granted vesting period	3 years
2011 time-based grants [Member] | Minimum [Member]
Time-based RSUs granted vesting period	2 years
Performance-based grants that provide for payout contingent upon certain EPS targets [Member] | 2013 Performance grants [Domain] | Performance Shares [Member]
Granted, shares	0.3

XML

Earnings Per Share And Shareholders' Equity (Schedule Of Reconciliation Of The Numerator And Denominator Of The Basic And Diluted Earnings (Loss) Per Share (EPS) Computations) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Earnings Per Share
Basic	105.7	115.9
Stock-based compensation arrangements	1.4	2.0
Convertible Debt, Share	3.2	1.0
Diluted EPS	110.3	118.9
Income (Loss) from continuing operations	$ 30.2	$ 21.4
Income from continuing operations, Diluted EPS	30.2	21.4
Income (loss) from continuing operations, per basic share	$ 0.28	$ 0.19
Stock-based compensation arrangements continuing operations, per share	$ 0.00	$ (0.01)
Convertible debt, continuing operations, per share	$ (0.01)	$ 0.00
Income (loss) from continuing operations, per diluted share	$ 0.27	$ 0.18
Income (Loss) from Discontinued Operations, net of tax	(5.1)	4.7
Income (loss) from discontinued operations, Diluted EPS	$ (5.1)	$ 4.7
Income (loss) from discontinued operations, per basic share	$ (0.04)	$ 0.04
Stock-based compensation arrangements discontinued operations, per share	$ 0.00	$ 0.00
Income (loss) from discontinued operations, per diluted share	$ (0.04)	$ 0.04
Basic Earnings per Common Share	$ 0.24	$ 0.23
Stock-based compensation arrangements, per share	$ 0.00	$ (0.01)
Convertible debt, per share	$ (0.01)	$ 0.00
Diluted Earnings per Common Share	$ 0.23	$ 0.22

XML

Fair Value Disclosures (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Assets, Fair Value Disclosure	$ 78.0	$ 83.8
Debt instrument, principal outstanding	125.0
Convertible debentures, fair value	211.4
Estimate Of Fair Value, Fair Value Disclosure [Member]
Foreign currency forward contracts (asset position)	23.8	28.0
Foreign currency forward contracts (liability position)	9.0	9.6
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Foreign currency forward contracts (asset position)	0	0
Foreign currency forward contracts (liability position)	0	0
Significant Other Observable Inputs (Level 2) [Member]
Assets, Fair Value Disclosure	0	0
Foreign currency forward contracts (asset position)	23.8	28.0
Foreign currency forward contracts (liability position)	9.0	9.6
Significant Unobservable Inputs (Level 3) [Member]
Assets, Fair Value Disclosure	0	0
Foreign currency forward contracts (asset position)	0	0
Foreign currency forward contracts (liability position)	0	0
Interest-bearing Deposits [Member]
Assets, Fair Value Disclosure	64.8	64.3
Interest-bearing Deposits [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Assets, Fair Value Disclosure	0	0
Interest-bearing Deposits [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets, Fair Value Disclosure	64.8	64.3
Interest-bearing Deposits [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets, Fair Value Disclosure	0	0
Equity Funds [Member]
Assets, Fair Value Disclosure	10.0	13.3
Equity Funds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Assets, Fair Value Disclosure	10.0	13.3
Equity Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets, Fair Value Disclosure	0	0
Equity Funds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets, Fair Value Disclosure	0	0
Common Stock [Member]
Assets, Fair Value Disclosure	2.4	4.9
Common Stock [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Assets, Fair Value Disclosure	2.4	4.9
Common Stock [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets, Fair Value Disclosure	0	0
Common Stock [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets, Fair Value Disclosure	0	0
Money Market Funds [Member]
Assets, Fair Value Disclosure	0.8	1.3
Money Market Funds [Member] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Assets, Fair Value Disclosure	0.8	1.3
Money Market Funds [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets, Fair Value Disclosure	0	0
Money Market Funds [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets, Fair Value Disclosure	0	0
Investment Securities Class [Domain]
Assets, Fair Value Disclosure	13.2	19.5
Investment Securities Class [Domain] | Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Assets, Fair Value Disclosure	$ 13.2	$ 19.5

XML

Accumulated Other Comprehensive Income/(Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ 36.4
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(1.8)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment Realized upon Sale or Liquidation, Net of Tax	0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	(1.8)	6.6
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	34.6
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	11.4
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	0.8
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax	(2.6)
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax	(1.8)
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	9.6
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(58.3)
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, before Reclassification Adjustments, Net of Tax	0
Other Comprehensive Income (Loss), Reclassification, Pension and Other Postretirement Benefit Plans, Net Gain (Loss) Recognized in Net Periodic Benefit Cost, Net of Tax	0
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax	0
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(58.3)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(10.5)
Other comprehensive income (loss) before relclassification	(1.0)
Amounts reclassified from accumulated other comprehensive income	(2.6)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	(3.6)	15.0
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (14.1)

XML

Debt And Capital Lease Obligations (Convertible Debentures) (Details) (USD $)			3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 5.75% Junior Subordinated Convertible Debentures [Member]	Dec. 31, 2009 5.75% Junior Subordinated Convertible Debentures [Member]	Mar. 31, 2013 4.875% Unsecured Senior Notes [Member]	Dec. 31, 2009 4.875% Unsecured Senior Notes [Member]
Debt Instrument
Terms of exchange offer				$ 1,020		$ 1,000
Debt Instrument, Face Amount			125,000,000
Debt Instrument, Interest Rate, Stated Percentage			5.75%			4.875%
Debt Instrument, Maturity Date			Sep. 15, 2029			Dec. 15, 2009
Extinguishment of Debt, Amount					122,500,000
Liability component of convertible debt recognized at issuance				56,300,000
Deferred tax impact on convertible debt	$ 134,500,000	$ 136,500,000		$ 32,700,000
Debt Instrument, Convertible, Conversion Price				$ 12.07
Debt Instrument, Convertible, Conversion Ratio				82.82
Debt Instrument, Convertible, Terms of Conversion Feature				1000
Contingent Interest			0.0075

XML

Divestitures

3 Months Ended

Mar. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Divestitures

DIVESTITURES AND DISCONTINUED OPERATIONS

On May 16, 2012, the Company completed the sale of its Information Management line of business to NEC Corporation for $449.0 in cash. The Company recorded a gain of $99.8 pretax and $16.2, net of taxes in 2012. The sale of Information Management was a taxable transaction that resulted in $83.6 being recorded for the combined federal, state and foreign income tax obligation. The high effective tax rate is primarily due to a lower basis in net assets, including goodwill, for tax purposes compared to their book basis. The gain on sale included the elimination of $201.7 of goodwill and intangible assets.

The results of the Information Management business have been classified as discontinued operations for the first quarter of 2012. Certain costs previously allocated to the Information Management segment that do not qualify for discontinued operations accounting treatment are now reported as costs from continuing operations. These costs were $6.0 for the three months endedMarch 31, 2012. The Company is taking actions to reduce these costs and expects transition services revenue from services provided to the buyer subsequent to completion of the sale to offset a significant portion of these costs. During the three months endedMarch 31, 2013, we earned $4.9 in revenue under these transition services agreements. While the transition services agreements vary in duration up to 24 months from the date of sale depending upon the type of service provided, our expectation is that we will substantially eliminate the underlying costs as the transition services are completed.

The results of the Information Management business included in discontinued operations for the three months ended March 31, 2013 and 2012 are summarized as follows:

	Three Months Ended March, 31,
	2013			2012
Revenue	$	—		$	82.0
Income before tax - Information Management operations(1)	—			7.7
Loss on disposition	(8.0		)	—
(Loss) Income before income taxes	(8.0		)	7.7
Income tax expense
Expense related to Information Management operations	—			3.0
Benefit related to gain on disposition	(2.9		)	—
(Loss) Income from discontinued operations, net of tax	$	(5.1	)	$	4.7

(1) Includes $4.9 of transaction costs related to the sale for the three months ended March 31, 2012 and excludes costs previously allocated to Information Management that did not meet the criteria for presentation within discontinued operations of $6.0 for the three months endedMarch 31, 2012.    

XML

Accumulated Other Comprehensive Income/(Loss) Reclassifications out of Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, before Tax	$ 4.2
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Tax	(1.6)
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Net of Tax	$ 2.6

XML

Stock-Based Compensation Plans (Summary Of Stock Option Activity) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Outstanding, beginning balance, shares	1.2
Outstanding, beginning balance, weighted average exercise price	$ 12.91
Outstanding, beginning balance weighted average remaining contractual term	7 years 9 months 18 days	6 years 7 months 17 days
Outstanding, beginning balance, weighted average fair value at date of grant	$ 3.77	$ 4.73
Exercisable, beginning balance, shares	0.3
Exercisable, beginning balance, weighted average exercise price	$ 11.86
Exercisable, beginning balance, weighted average remaining contractual term	6 years 2 months 12 days	9 months 18 days
Exercisable, beginning balance, weighted average fair value at grant date	$ 3.99
Exercised, shares	(0.2)
Exercised, weighted average exercise price	$ 11.98
Forfeited/cancelled, shares	(0.1)
Forfeited/cancelled, weighted average exercise price	$ 13.18
Outstanding, ending balance, shares	0.9	1.2
Outstanding, ending balance, weighted average exercise price	$ 13.16	$ 12.91
Outstanding, ending balance weighted average remaining contractual term	7 years 9 months 18 days	6 years 7 months 17 days
Outstanding, ending balance, weighted average fair value at date of grant	$ 3.77	$ 4.73
Exercisable, ending balance, shares	0.3	0.3
Exercisable, ending balance, weighted average exercise price	$ 13.29	$ 11.86
Exercisable, ending balance, weighted average remaining contractual term	6 years 2 months 12 days	9 months 18 days
Exercisable, ending balance, weighted average fair value at grant date	$ 4.09	$ 3.99

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Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2013

Financial Instruments, Owned, at Fair Value [Abstract]

Fair Value Of Derivative Instruments

	March 31, 2013		December 31, 2012
Forward exchange contracts and options designated as hedging instruments:
Included within other current assets	$	14.4	$	16.4
Included within other non-current assets	9.4		11.6
Included within other current liabilities	5.3		6.0
Included within other long-term liabilities	2.8		3.5

Effect Of Derivative Instruments On Consolidated Financial Statements

	Gain (Loss) Recognized in OCL on Derivative (Effective Portion)		Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)		Location of Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
Three Months Ended March 31, 2013
Foreign exchange contracts	$	1.3	$	4.2	- Cost of providing services and products sold and Selling, general and administrative
Three Months Ended March 31, 2012
Foreign exchange contracts	$	16.1	$	2.3	- Cost of providing services and products sold and Selling, general and administrative

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Fair Value Disclosures (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	March 31, 2013		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivatives
Foreign currency forward contracts (asset position)	$	23.8	$	—	$	23.8	$	—
Foreign currency forward contracts (liability position)	$	9.0	$	—	$	9.0	$	—

	December 31, 2012		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivatives
Foreign currency forward contracts (asset position)	$	28.0	$	—	$	28.0	$	—
Foreign currency forward contracts (liability position)	$	9.6	$	—	$	9.6	$	—

Investments [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	March 31, 2013		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment securities:
Mutual funds	$	10.0	$	10.0	$	—	$	—
Convergys common stock	2.4		2.4		—		—
Money market accounts	0.8		0.8		—		—
Total	$	13.2	$	13.2	$	—	$	—

	December 31, 2012		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment securities:
Mutual funds	$	13.3	$	13.3	$	—	$	—
Convergys common stock	4.9		4.9		—		—
Money market accounts	1.3		1.3		—		—
Total	$	19.5	$	19.5	$	—	$	—

Interest-bearing Deposits [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

The assets measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012 were as follows:

	March 31, 2013		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Short Term Investments:
Cash Time Deposits	$	64.8	$	—	$	64.8	$	—
Total	$	64.8	$	—	$	64.8	$	—

	December 31, 2012		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Short Term Investments:
Cash Time Deposits	$	64.3	$	—	$	64.3	$	—
Total	$	64.3	$	—	$	64.3	$	—

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Liability for unrecognized tax benefits	$ 54.7		$ 54.0
Unrecognized tax benefits that would affect income tax expense	46.2
Interest and penalties share in unrecognized tax benefits	17.8
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Lower Bound	3
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Upper Bound	10
Effective tax rate on net income from continuing operations	15.90%	20.10%
Income tax expense	5.7	5.4
Income (loss) from continuing opations before income taxes	$ 35.9	$ 26.8

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Stock-Based Compensation Plans (Time-Based Restricted Stock Units) (Details) (Time-Based Restricted Stock [Member], USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Time-Based Restricted Stock [Member]
Non-vested, beginning balance, shares	1.6
Non-vested, beginning balance, weighted average fair value at date of grant	$ 13.04
Granted, shares	0.5
Granted, weighted average fair value at date of grant	$ 16.15
Vested, shares	(0.5)
Vested, weighted average fair value at date of grant	$ 13.17
Forfeited, shares	0
Forfeited, weighted average fair value at date of grant	$ 0.00
Non-vested, ending balance, shares	1.6
Non-vested, ending balance, weighted average fair value at date of grant	$ 14.05

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Goodwill And Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Total Intangible Assets Primarily Acquired Through Business Combinations

	Gross Carrying Value		Accumulated Amortization			Net
Software (classified with Property, Plant & Equipment)	$	41.3	$	(27.7	)	$	13.6
Trademarks	10.0		(10.0		)	—
Customer relationships and other intangibles	119.5		(101.8		)	17.7
Total	$	170.8	$	(139.5	)	$	31.3

Schedule Of Estimated Amortization Expense

2014	$	3
2015	3
2016	2
2017	2
2018	2
Thereafter	3

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Payables And Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2013

Accounts Payable and Accrued Liabilities, Current [Abstract]

Schedule Of Payables And Other Current Liabilities

	At March 31, 2013		At December 31, 2012
Accounts payable	$	37.0	$	50.6
Accrued income and other taxes	24.8		21.2
Accrued payroll-related expenses	80.8		85.6
Derivative liabilities	6.2		6.1
Accrued expenses	80.6		85.7
Deferred revenue and government grants	29.7		31.1
Restructuring and exit costs	1.6		5.5
	$	260.7	$	285.8

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Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2013
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	RECENT ACCOUNTING PRONOUNCEMENTSIn July 2012, the FASB issued ASU 2012-02, "Intangibles - Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment." The standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The approach is similar to the guidance in ASU 2011-08 finalized in 2011 for goodwill impairment testing. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012 and early adoption is permitted. The Company adopted ASU 2012-02 effective January 1, 2013 and does not expect this pronouncement to have a material effect on the consolidated financial statements.In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The standard requires an entity to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For reclassification items not required under U.S. GAAP to be reclassified directly to net income in their entirety in the same reporting period, an entity is required to cross-reference to other disclosures currently required under U.S. GAAP that provide additional detail about those amounts. ASU 2013-02 applies to all public and private companies that report items of other comprehensive income. ASU 2013-02 is effective for reporting periods beginning after December 15, 2012, with prospective adoption required. The Company adopted ASU 2013-02 effective January 1, 2013. See Note 15.

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Accumulated Other Comprehensive Income/(Loss) (Tables)

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss):

Changes in Accumulated Other Comprehensive Income (Loss) by Component
For the Three Months Ended March 31, 2013
		Foreign Currency			Derivative Financial Instruments			Pension Liability			Total
Balance at December 31, 2012		$	36.4		$	11.4		$	(58.3	)	$	(10.5	)
	Other comprehensive (loss) income before reclassifications	(1.8		)	0.8			—			(1.0		)
	Amounts reclassified from accumulated other comprehensive loss	—			(2.6		)	—			(2.6		)
Net current-period other comprehensive loss		(1.8		)	(1.8		)	—			(3.6		)
Balance at March 31, 2013		$	34.6		$	9.6		$	(58.3	)	$	(14.1	)

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss):

Reclassifications out of Accumulated Other Comprehensive Income (Loss)
For the Three Months Ended March 31, 2013
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)		Affected Line Item in the Consolidated Statements of Income
Gain (loss) on derivative instruments	4.2		Cost of providing services and products sold and Selling, general and administrative
	(1.6	)	Tax expense
	2.6		Net of tax

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Restructuring (2012 Restructuring) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Mar. 31, 2013
2012 Restructuring Plan [Member]
Restructuring Charges	$ 11.6
Restructuring liability, ending balance	5.2	1.4
Employee Severance [Member] | 2012 Restructuring Plan [Member]
Restructuring Charges	11.4
Facility Closing [Member]
Restructuring liability, ending balance	0.3	0.2
Facility Closing [Member] | 2012 Restructuring Plan [Member]
Restructuring Charges	$ 0.2
Professional Employees [Member] | 2012 Restructuring Plan [Member]
Employees affected	100

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Financial Instruments (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Derivatives
Derivative instruments maturity period (in months)	36 months
Derivative, Notional Amount	$ 765.3		$ 590.4
Deferred tax expense (benefit)	6.1		7.1
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	9.6		11.4
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, before Tax	9.1
Deferred gain on derivative instruments reclassified from OCI to earnings during next twelve months, net of tax	5.5
Derivative Instruments Not Designated as Hedging Instruments, Loss	0.2	0.9
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments at Fair Value, Net	0.9
Aggregate fair value of derivative instruments in liability positions	9.0
Collateral Already Posted, Aggregate Fair Value	0
Trading Securities, Fair Value Disclosure	13.2
Interest-bearing deposits, fair value	64.8
Forward Contracts PHP [Member]
Derivatives
Notional Amount of Foreign Currency Derivative Purchase Contracts	19,677.0
Notional value of foreign currency cash flow derivatives	460.5
Forward Contracts INR [Member]
Derivatives
Notional Amount of Foreign Currency Derivative Purchase Contracts	12,224.5
Notional value of foreign currency cash flow derivatives	215.2
Forward Contracts CAD [Member]
Derivatives
Notional Amount of Foreign Currency Derivative Purchase Contracts	22.0
Notional value of foreign currency cash flow derivatives	21.4
Forward Contracts COP [Member]
Derivatives
Notional Amount of Foreign Currency Derivative Purchase Contracts	39,000.0
Notional value of foreign currency cash flow derivatives	20.3
Forward Contracts AUD [Member]
Derivatives
Notional Amount of Foreign Currency Derivative Sale Contracts	46.9
Notional value of foreign currency cash flow derivatives	$ 47.9

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Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Statement [Abstract]
Revenues	$ 493.5	$ 497.5
Costs and Expenses:
Cost of providing services and products sold	318.2	317.7
Selling, general and administrative	114.6	124.7
Research and development costs	2.1	3.9
Depreciation	20.9	20.3
Amortization	1.2	1.9
Total costs and expenses	457.0	468.5
Operating Income (Loss)	36.5	29.0
Other income (expense), net	2.3	1.4
Interest expense	(2.9)	(3.6)
Income (Loss) before Income Taxes	35.9	26.8
Income tax (benefit) expense	5.7	5.4
Income (Loss) from continuing operations	30.2	21.4
Income (Loss) from Discontinued Operations, net of tax	(5.1)	4.7
Net Income	$ 25.1	$ 26.1
Basic Earnings Per Common Share:
Continuing operations	$ 0.28	$ 0.19
Discontinued operations	$ (0.04)	$ 0.04
Basic Earnings per Common Share	$ 0.24	$ 0.23
Diluted Earnings Per Common Share:
Continuing operations	$ 0.27	$ 0.18
Discontinued operations	$ (0.04)	$ 0.04
Diluted Earnings per Common Share	$ 0.23	$ 0.22
Weighted Average Common Shares Outstanding
Basic	105.7	115.9
Diluted	110.3	118.9
Cash dividends declared per share	$ 0.06	$ 0.00

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Stock-Based Compensation Plans (Performance-Based Restricted Stock-Units) (Details) (Performance Shares [Member], USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Performance Shares [Member]
Non-vested, beginning balance, shares	0.9
Non-vested, beginning balance, weighted average fair value at date of grant	$ 12.69
Granted, shares	0.1	0.6
Granted, weighted average fair value at date of grant		$ 12.93
Vested, shares	(0.7)
Vested, weighted average fair value at date of grant	$ 13.23
Forfeited, shares	0
Forfeited, weighted average fair value at date of grant	$ 0.00
Non-vested, ending balance, shares	0.3
Non-vested, ending balance, weighted average fair value at date of grant	$ 12.94

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Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ 25.1	$ 26.1
Income (Loss) from discontinued operations	(5.1)	4.7
Income (Loss) from continuing operations	30.2	21.4
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities of continuing operations:
Depreciation and amortization	22.1	22.2
Deferred income tax expense (benefit)	3.5	4.2
Stock compensation expense	4.5	4.4
Changes in assets and liabilities:
Change in receivables	(6.6)	5.4
Change in other current assets	4.1	(5.6)
Change in other assets and liabilities	(8.3)	(13.4)
Change in payables and other current liabilities	(26.8)	(33.6)
Net cash provided by operating activities of continuing operations	22.7	5.0
Net cash provided by (used in) operating activities of discontinued operations	0	6.9
Net cash provided by operating activities	22.7	11.9
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(12.1)	(17.0)
Payments to acquire short-term investments	(28.3)	0
Proceeds from maturity of short-term investments	27.8	0
Net cash used in investing activities of continuing operations	(12.6)	(17.0)
Net cash provided by (used in) investing activities of discontinued operations	0	(3.0)
Net cash provided by (used in) investing activities	(12.6)	(20.0)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of credit facilities and other debt, net	0	(5.3)
Repurchase of common shares	(38.8)	(0.9)
Proceeds from exercise of stock options	2.4	3.0
Payments of Dividends	(5.2)	0
Excess tax benefits from share-based payment arrangements	1.8	0
Net cash used in financing activities	(39.8)	(3.2)
Net increase (decrease) in cash and cash equivalents	(29.7)	(11.3)
Cash and cash equivalents at beginning of period	554.7	421.8
Cash and cash equivalents at end of period	$ 525.0	$ 410.5

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Goodwill And Other Intangible Assets (Schedule Of Estimated Amortization Expense) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
2014	$ 3
2015	3
2016	2
2017	2
2018	2
Thereafter	$ 3

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Divestitures (Schedule Of Results Included In Discontinued Operations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012		Dec. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	$ 0	$ 82.0
Income before tax - Operations		7.7	[1]
Gain on disposition, before tax	(8.0)	0		99.8
Income before income taxes	(8.0)	7.7
Tax expense related to operations		3.0
Tax expense related to gain on disposition	(2.9)	0		83.6
Income (Loss) from discontinued operations, net of tax	(5.1)	4.7
Transaction costs related to the sale of business		4.9
Cost Allocated for Discontinued Business Segment Included in Continued Operations		$ 6.0

[1] (1)Includes $4.9 of transaction costs related to the sale for the three months ended March 31, 2012 and excludes costs previously allocated to Information Management that did not meet the criteria for presentation within discontinued operations of $6.0 for the three months ended March 31, 2012.

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Subsequent Events (Notes)

3 Months Ended

Mar. 31, 2013

Subsequent Events [Text Block]

(16) SUBSEQUENT EVENTS

In April 2013, the Company signed a definitive share-sale agreement under which Convergys agreed to acquire New Zealand-based Datacom's contact center operations in Kuala Lumpur, Malaysia, and Manila, Philippines for $20 AUD. The acquisition adds 15 Asian languages to Convergys' language capabilities and approximately 1,000 employees, working in three Southeast Asia contact centers, to Convergys' global operations. The transaction closed on April 30, 2013.

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Earnings Per Share And Shareholders' Equity (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012
Incremental Common Shares Attributable to Conversion of Debt Securities		3,200,000		1,000,000
Stock Repurchased During Period, Shares	1,500,000	2,100,000
Repurchase of shares, average price per share	$ 16.40	$ 16.65
Stock repurchased but not settled in cash		$ 0.2
Stock Repurchased During Period, Value	24.4	35.4
Remaining Authorized Repurchase Amount		217.0
Common Stock, Dividends, Per Share, Declared		$ 0.06	$ 0.05	$ 0.00
Stock Options [Member]
Antidilutive securities excluded from diluted EPS		700,000		2,400,000
Restricted Stock Units (RSUs) [Member] | 2013 Performance grants [Domain]
Antidilutive securities excluded from diluted EPS		300,000
Restricted Stock Units (RSUs) [Member] | 2012 Performance Grants [Member]
Antidilutive securities excluded from diluted EPS		300,000
5.75% Junior Subordinated Convertible Debentures [Member]
Aggregate principal amount convertible debentures		$ 125.0
Interest rate on unsecured senior notes		5.75%
Junior subordinated convertible debentures convertible conversion price		$ 12.07
Maturity date		Sep. 15, 2029
Junior subordinated convertible debentures convertible equity instruments in conversion		82.82
Debt Instrument, Convertible, Terms of Conversion Feature		1000

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Earnings Per Share And Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Schedule Of Reconciliation Of The Numerator And Denominator Of The Basic And Diluted Earnings (Loss) Per Share (EPS) Computations

The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share (EPS) computations:

		Continuing Operations					Discontinued Operations						Total
Three Months Ended March 31, 2013	Shares	Income		Per Share Amount			Income			Per Share Amount			Per Share Amount
Basic EPS	105.7	$	30.2	$	0.28		$	(5.1	)	$	(0.04	)	$	0.24
Effect of dilutive securities:
Stock-based compensation arrangements	1.4	—		—			—			—			—
Convertible Debt	3.2	—		(0.01		)	—			—			(0.01		)
Diluted EPS	110.3	$	30.2	$	0.27		$	(5.1	)	$	(0.04	)	$	0.23
Three Months Ended March 31, 2012
Basic EPS	115.9	$	21.4	$	0.19		$	4.7		$	0.04		$	0.23
Effect of dilutive securities:
Stock-based compensation arrangements	2.0	—		(0.01		)	—			—			(0.01		)
Convertible Debt	1.0	—		—			—			—			—
Diluted EPS	118.9	$	21.4	$	0.18		$	4.7		$	0.04		$	0.22

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Background And Basis Of Presentation

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure

BACKGROUND AND BASIS OF PRESENTATION

Convergys Corporation (the Company or Convergys) is a global leader in customer management, focused on bringing value to its clients through every customer interaction.

Prior to May 2012, the Company had two reportable segments, Customer Management and Information Management. In March 2012, the Company signed a definitive agreement to sell the Information Management line of business to NetCracker Technology Corporation (NetCracker), a wholly owned subsidiary of NEC Corporation (NEC) for $449.0 in cash. The sale closed in May 2012, for which the Company received $462.6 in cash proceeds, including working capital adjustments. As a result of the sale of the Information Management line of business, the operating results related to Information Management have been reflected as discontinued operations for the first quarter of 2012. The total gain on the sale of the Information Management business amounted to $99.8 pretax, and $16.2, net of taxes at December 31, 2012. As of December 31, 2012, the Company maintained one reportable segment, reflecting the internal financial reporting structure and operating focus of the management team and chief operating decision maker.

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting (U.S. GAAP) and U.S. Securities and Exchange Commission (SEC) regulations, and, in the opinion of management, include all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows for each period shown. All adjustments are of a normal and recurring nature. Certain information and footnote disclosures normally included in Financial Statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted. Interim Consolidated Financial Statements are not necessarily indicative of the financial position or operating results for an entire year. These interim Consolidated Financial Statements should be read in conjunction with the audited Financial Statements and the Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 21, 2013. Certain balances in prior years have been reclassified to conform to the current year presentation.

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Consolidated Statements Of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net Income	$ 25.1	$ 26.1
Foreign currency translation adjustments	(1.8)	6.6
Change in pension liability	0
Unrealized gain/(loss) on hedging activities	(1.8)	8.4
Total other comprehensive income	(3.6)	15.0
Total Comprehensive Income	$ 21.5	$ 41.1

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Financial Instruments

3 Months Ended

Mar. 31, 2013

Financial Instruments, Owned, at Fair Value [Abstract]

Financial Instruments Disclosure [Text Block]

FINANCIAL INSTRUMENTS

Derivative Instruments

The Company is exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices. The Company’s risk management strategy includes the use of derivative instruments to reduce the effects on its operating results and cash flows from fluctuations caused by volatility in currency exchange rates.

The Company serves many of its U.S.-based clients using contact center capacity in the Philippines, India, Canada and Colombia. Although the contracts with these clients are typically priced in U.S. dollars, a substantial portion of the costs incurred to render services under these contracts are denominated in Philippine pesos (PHP), Indian rupees (INR), Canadian dollars (CAD) or Colombian pesos (COP), which represents a foreign exchange exposure. The Company also maintains a contract with a client priced in Australian dollars (AUD). The Company has hedged a portion of its exposure related to the anticipated cash flow requirements denominated in these foreign currencies by entering into forward exchange contracts and options with several financial institutions to acquire a total of PHP 19,677.0 at a fixed price of $460.5 at various dates through March 2016, INR 12,224.5 at a fixed price of $215.2 at various dates through March 2016, CAD 22.0 at a fixed price of $21.4 at various dates through December 2014 and COP 39,000.0 at a fixed price of $20.3 at various dates through December 2014, and to sell a total of AUD 46.9 at a fixed price of $47.9 at various dates through June 2014. These instruments mature within the next 36 months and had a notional value of $765.3 at March 31, 2013 and $590.4 at December 31, 2012. The derivative instruments discussed above are designated and effective as cash flow hedges. The following table reflects the fair values of these derivative instruments:

	March 31, 2013		December 31, 2012
Forward exchange contracts and options designated as hedging instruments:
Included within other current assets	$	14.4	$	16.4
Included within other non-current assets	9.4		11.6
Included within other current liabilities	5.3		6.0
Included within other long-term liabilities	2.8		3.5

The Company recorded a deferred tax liability of $6.1 and $7.1 related to these derivatives at March 31, 2013 and December 31, 2012, respectively. A total of $9.6 and $11.4 of deferred gains, net of tax, related to these cash flow hedges at March 31, 2013 and December 31, 2012, respectively, were included in accumulated other comprehensive loss (OCL). As of March 31, 2013, deferred gains of $9.1 ($5.5 net of tax), on derivative instruments included in accumulated OCL are expected to be reclassified into earnings during the next twelve months. The following table provides the effect of these derivative instruments on the Company’s Consolidated Financial Statements for the three months endedMarch 31, 2013 and 2012:

	Gain (Loss) Recognized in OCL on Derivative (Effective Portion)		Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)		Location of Gain (Loss) Reclassified from Accumulated OCL into Income (Effective Portion)
Three Months Ended March 31, 2013
Foreign exchange contracts	$	1.3	$	4.2	- Cost of providing services and products sold and Selling, general and administrative
Three Months Ended March 31, 2012
Foreign exchange contracts	$	16.1	$	2.3	- Cost of providing services and products sold and Selling, general and administrative

The amount recognized related to the ineffective portion of the derivative instruments was not material for the three months endedMarch 31, 2013.

The Company also enters into derivative instruments (forwards) to economically hedge the foreign currency impact of assets and liabilities denominated in nonfunctional currencies. The Company recorded a net gain of $0.2 and $0.9 during the three months endedMarch 31, 2013 and 2012, respectively, related to changes in fair value of these derivative instruments not designated as hedges. The gains and losses largely offset the currency gains and losses that resulted from changes in the assets and liabilities denominated in nonfunctional currencies. These gains and losses are classified within other income, net in the accompanying Consolidated Statements of Income. The fair value of these derivative instruments not designated as hedges at March 31, 2013 was $0.9.

A few of the Company’s counterparty agreements related to derivative instruments contain provisions that require that the Company maintain collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments in a liability position on March 31, 2013 is $9.0 for which the Company has posted no collateral. Future downgrades in the Company’s credit ratings and/or changes in the foreign currency markets could result in collateral being provided to counterparties.

Short Term Investments

In December 2011, the Company made investments in certain securities, included within short-term investments in the Consolidated Balance Sheets, which are held in a grantor trust for the benefit of participants of the executive deferred compensation plan, which was frozen during the fourth quarter of 2011. This investment was made in securities reflecting the hypothetical investment balances of plan participants. As of March 31, 2013, the Company maintained investment securities with a fair value of $13.2 classified as trading securities. The investment securities include exchange-traded mutual funds, common stock of the Company and money market accounts. These securities are carried at fair value, with gains and losses, both realized and unrealized, reported in other income (expense), net in the Consolidated Statements of Income. The cost of securities sold is based upon the specific identification method. Interest and dividends on securities classified as trading are included in other income (expense), net.

Additionally, during 2012, the Company made investments in time deposits with maturities greater than 90 days and less than 180 days, included within short-term investments in the Consolidated Balance Sheets. As of March 31, 2013, the Company maintained short-term time deposits with a fair value of $64.8.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2013
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Entity Registrant Name	CONVERGYS CORP.
Entity Central Index Key	0001062047
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	105,063,188
Trading Symbol	cvg

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Income Taxes

3 Months Ended

Mar. 31, 2013

Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]

Income Taxes

INCOME TAXES

The liability for unrecognized tax benefits was $54.7 and $54.0 at March 31, 2013 and December 31, 2012, respectively, and is included in other long-term liabilities in the accompanying Consolidated Balance Sheets. The total amount of unrecognized tax benefits that would affect income tax expense if recognized in the Consolidated Financial Statements is $46.2. This amount includes interest and penalties of $17.8. It is reasonably possible that the total amount of unrecognized tax benefits will decrease between approximately $3 and $10 in the next twelve months; however, actual developments in this area could differ from those currently expected.

The effective tax rate on net income from continuing operations was 15.9% for the three months ended March 31, 2013 compared to 20.1% in the same period last year. The lower tax rate in the current period is primarily due to a shift in the geographic mix of worldwide income and certain discrete items, including credits reinstated by the American Taxpayers Relief Act of 2012, which were recorded in the first quarter of 2013.

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 7.0	$ 5.9
Preferred shares - par value	$ 0	$ 0
Preferred shares - without par value, authorized	5.0	5.0
Preferred shares - without par value, outstanding	0	0
Common shares - par value	$ 0	$ 0
Common shares - without par value, authorized	500.0	500.0
Common shares - without par value, issued	188.7	187.5
Common shares - without par value, outstanding	105.1	105.9
Treasury stock - shares	83.6	81.6

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Restructuring

3 Months Ended

Mar. 31, 2013

Restructuring Charges [Abstract]

Restructuring

RESTRUCTURING

2012 Restructuring

During 2012, the Company recorded restructuring charges of $11.6, consisting of $11.4 of severance-related charges and $0.2 of facility-related charges, as described below. The $11.4 of severance-related charges impacted approximately 100 professional employees and reflect the change in the Company's executive management team and realignment of Corporate overhead as a result of the sale of the Information Management business. These severance-related charges are expected to be substantially paid in cash by June 30, 2013 pursuant to the Company's severance policies. The total remaining liability under this severance-related restructuring plan, which is included within Payables and other current liabilities on the Company's Consolidated Balance Sheets was $1.4 as of March 31, 2013 and $5.2 as of December 31, 2012.

Facilities Restructuring

The Company's facilities restructuring reserves are equal to the estimated future costs associated with the facilities, net of proceeds from any probable future sublease agreements. The Company uses estimates, based on consultation with the Company’s real estate advisers, to determine the proceeds from any future sublease agreements. The Company continues to evaluate these estimates in assessing the facilities abandonment liability. The remaining liability for previously exited facilities, which is included within Payables and other current liabilities on the Company’s Consolidated Balance Sheets was $0.2 as of March 31, 2013 and $0.3 as of December 31, 2012.

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2013

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

Employee Benefit Plans

EMPLOYEE BENEFIT PLANS

The Company sponsors a frozen defined benefit pension plan, which includes both a qualified and non-qualified portion, for eligible employees (the Cash Balance Plan) in North America. The Company recorded a liability of $72.9 and $70.0 as of March 31, 2013 and December 31, 2012, respectively, for the Cash Balance Plan. In addition, the Company sponsors an unfunded defined benefit plan for certain eligible employees in the Philippines. The Company recorded a liability of $25.6 and $23.8 as of March 31, 2013 and December 31, 2012, respectively, for the Philippines plan. Components of pension cost for these plans are as follows:

	Three Months Ended March 31,
	2013			2012
Interest cost on projected benefit obligation	$	2.8		$	3.0
Service cost	1.8			1.4
Expected return on plan assets	(2.6		)	(3.0		)
Amortization and deferrals - net	3.5			2.8
Pension cost	$	5.5		$	4.2

Pension cost includes expense related to discontinued operations of $1.1 for the three months endedMarch 31, 2012. The Company contributed $10.0 to fund the Cash Balance Plan subsequent to March 31, 2013 and prior to the filing of this report.

The Company also sponsors a non-qualified, unfunded executive deferred compensation plan and a supplemental, non-qualified, unfunded plan for certain senior executive officers. Components of pension cost for the unfunded executive pension plans are as follows:

	Three Months Ended March 31,
	2013		2012
Interest cost on projected benefit obligation	$	0.1	$	0.2
Service cost	—		0.1
Amortization and deferrals - net	0.1		—
Pension cost	$	0.2	$	0.3

During the three months ended March 31, 2013, the Company recognized a settlement loss of $0.2 related to the supplemental, non-qualified, unfunded plan and a settlement gain of $0.2 related to the unfunded executive compensation plan.

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Divestitures (Tables)

3 Months Ended

Mar. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Schedule Of Results Included In Discontinued Operations

	Three Months Ended March, 31,
	2013			2012
Revenue	$	—		$	82.0
Income before tax - Information Management operations(1)	—			7.7
Loss on disposition	(8.0		)	—
(Loss) Income before income taxes	(8.0		)	7.7
Income tax expense
Expense related to Information Management operations	—			3.0
Benefit related to gain on disposition	(2.9		)	—
(Loss) Income from discontinued operations, net of tax	$	(5.1	)	$	4.7

(1) Includes $4.9 of transaction costs related to the sale for the three months ended March 31, 2012 and excludes costs previously allocated to Information Management that did not meet the criteria for presentation within discontinued operations of $6.0 for the three months endedMarch 31, 2012.    

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Goodwill And Other Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Other Intangible Assets

GOODWILL AND OTHER INTANGIBLE AND LONG-LIVED ASSETS

Goodwill and Intangible Assets

Goodwill was $577.7 at March 31, 2013 and at December 31, 2012. Intangible assets (including software and customer relationships) decreased to $31.3 at March 31, 2013 from $33.7 at December 31, 2012, primarily due to amortization. As of March 31, 2013, the Company’s total identifiable intangible assets, acquired primarily through business combinations, consisted of the following:

	Gross Carrying Value		Accumulated Amortization			Net
Software (classified with Property, Plant & Equipment)	$	41.3	$	(27.7	)	$	13.6
Trademarks	10.0		(10.0		)	—
Customer relationships and other intangibles	119.5		(101.8		)	17.7
Total	$	170.8	$	(139.5	)	$	31.3

The intangible assets are being amortized using the following amortizable lives: 5 to 8 years for software, 4 years for trademarks, and 7 to 12 years for customer relationships and other intangibles. The remaining weighted average depreciation period for software is 3.3 years. The remaining weighted average amortization period for trademarks, customer relationships and other intangibles is 6.3 years. Amortization of software is included within depreciation expense as the underlying assets are classified within property, plant and equipment.

Trademarks, customer relationships, and other intangibles amortization expense was $1.2 and $1.9 for the three months endedMarch 31, 2013 and 2012, respectively, and is estimated to be approximately $4.7 for the year ended December 31, 2013. The related estimated expense for the five subsequent years ended December 31 is as follows:

2014	$	3
2015	3
2016	2
2017	2
2018	2
Thereafter	3

Long-Lived Assets

The Company evaluates its property, plant and equipment when events or circumstances indicate a possible inability to recover their carrying amounts. During 2012, the Company committed to a plan to sell its Corporate office facilities in Cincinnati, Ohio. The facility met the "Held-for-Sale" criteria set forth in U.S. GAAP, resulting in classification of $35.2 of property, plant and equipment as held-for-sale; the book value was adjusted to its fair value less costs to sell, resulting in an impairment charge of $42.6 ($27.0 after tax) recorded during the second quarter of 2012. This facility continues to be presented as held-for-sale at March 31, 2013. Fair value was determined based on discounted cash flow analysis which contains significant unobservable inputs that fall within Level 3 of the fair value hierarchy under U.S. GAAP.

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES

Commitments

At March 31, 2013, the Company had outstanding letters of credit of $41.8 and other bond obligations of $1.5 related to performance and payment guarantees. The Company believes that any guarantee obligation that may arise will not be material. The Company also has purchase commitments with telecommunications providers of $11.9 for the remainder of 2013.

At March 31, 2013, the Company had an outstanding performance bond obligation of $30.0 related to a performance and payment guarantee for the Company’s former HR Management line of business which was sold in 2010 to NorthgateArinso. Subsequent to completion of the sale of the HR Management business, the Company continues to be responsible for this bond obligation. As part of the gain on disposition, the Company recognized a liability equal to the present value of probability weighted cash flows of potential outcomes, a Level 3 fair value measurement. Although the buyer is obligated to indemnify the Company for any and all losses, costs, liabilities and expenses incurred related to these performance bonds, as of March 31, 2013, the Company maintains a liability of $1.0 for these obligations.

Contingencies

The Company from time to time is involved in various loss contingencies, including tax and legal contingencies that arise in the ordinary course of business. The Company accrues for a loss contingency when it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated. At this time, the Company believes that the results of any such contingencies, either individually or in the aggregate, will not have a materially adverse effect on the Company’s results of operations or financial condition. However, the outcome of any litigation cannot be predicted with certainty. An unfavorable resolution of one or more pending matters could have a materially adverse impact on the Company’s results of operations or financial condition in the future.

In November 2011, one of the Company's call center clients tendered a contractual indemnity claim to Convergys Customer Management Group, Inc., a subsidiary of the Company, relating to a putative class action captioned Brandon Wheelock, individually and on behalf of a class and subclass of similarly situated individuals, v. Hyundai Motor America, Orange County Superior Court, California, Case No. 30-2011-00522293-CU-BT-CJC. The lawsuit alleges that Hyundai Motor America violated California's telephone recording laws by recording telephone calls with customer service representatives without providing a disclosure that the calls might be recorded. Plaintiff is seeking, among other things, an order certifying the suit as a California class action, statutory damages, payment of attorneys' fees and pre- and post-judgment interest. Convergys Customer Management Group, Inc. is not named as a defendant in the lawsuit and has not agreed to indemnify Hyundai. On March 5, 2012, the court sustained a demurrer filed by Hyundai to one of the Plaintiff's causes of action, but overruled the demurrer as the Plaintiff's other cause of action. On March 15, 2012, Plaintiff filed an amended complaint. Hyundai answered the amended complaint on April 16, 2012, by generally denying the allegations and asserting certain affirmative defenses. On May 7, 2012, Hyundai filed a motion for summary judgment based on Hyundai's claim that an exemption under the California recording laws was intended to exempt the type of recording done by Hyundai's call centers. On January 10, 2013, the court heard arguments on Hyundai's motion for summary judgment. On February 5, 2013, the court denied the motion. On March 6, 2013, Hyundai filed a petition for writ of mandate with the California Court of Appeal, Fourth Appellate District, requesting that the court of appeal issue a petition directing the trial court to vacate its prior order and enter a new order granting Hyundai's motion for summary judgment. On March 20, 2013, Plaintiff filed a preliminary opposition to Hyundai's petition for writ of mandate, and on March 27, 2013, Hyundai filed its preliminary reply in support of its petition for writ of mandate.  The court of appeal has not yet ruled on Hyundai's petition for writ of mandate, and at a status conference on April 10, 2013, the trial court continued a previously granted stay on formal discovery and motions and scheduled a status conference on July 9, 2013.

Convergys Customer Management Group, Inc. is not named as a defendant in the lawsuit, and there has been no determination as to whether Convergys Customer Management Group, Inc. will be required to indemnify Hyundai. The Company believes Convergys Customer Management Group, Inc. has meritorious defenses to Hyundai's demand for indemnification and also believes there are meritorious defenses to Plaintiff's claims in the lawsuit. The likelihood of losses that may become payable under such claims, the amount of reasonably possible losses associated with such claims, and whether such losses may be material cannot be determined or estimated at this time. For these reasons, the Company has not established a reserve with respect to this matter. 

On March 28, 2013, the Company received a demand from a subsidiary of NEC Corporation for defense and indemnification under the stock and asset purchase agreement among the Company, NEC Corporation and the subsidiary with respect to the sale by the Company of its Information Management business. The demand was made in connection with a third party claim that, among other things, the business lacked certain necessary software licenses at the time of the sale. The parties are currently in settlement negotiations. While the Company believes that it has meritorious defenses to both the indemnification claim and the underlying third party claim, an accrual has been established that is representative of the best estimate of the losses expected to be incurred in connection with the resolution of these claims. The ultimate resolution of the claim is not expected to have a material impact on the Company's liquidity.

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Payables And Other Current Liabilities (Schedule Of Payables And Other Current Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accounts payable	$ 37.0	$ 50.6
Accrued income and other taxes	24.8	21.2
Accrued payroll-related expenses	80.8	85.6
Derivative liabilities	6.2	6.1
Accrued expenses, other	80.6	85.7
Deferred revenue and government grants	29.7	31.1
Restructuring and exit costs	1.6	5.5
Payables and other current liabilities	$ 260.7	$ 285.8

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Stock-Based Compensation Plans

3 Months Ended

Mar. 31, 2013

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

Stock-Based Compensation Plans

STOCK-BASED COMPENSATION PLANS

The Company’s operating results for the three months endedMarch 31, 2013 included long-term incentive plan expense of $4.5 compared to $5.3 for the same period in 2012. Long-term incentive plan expense includes expense related to discontinued operations of $0.8 for the three months endedMarch 31, 2012. Long-term incentive plan expense includes: (a) incentive plan expense that is paid in cash based on relative shareholder return and (b) stock compensation expense. Stock compensation expense for the three months endedMarch 31, 2013 was $4.5 compared to $5.2 for the same period in 2012.

Stock Options

A summary of stock option activity for the three months endedMarch 31, 2013 is presented below:

Shares in Millions Except Per Share Amounts	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Weighted Average Fair Value at Date of Grant (per share)
Options outstanding at January 1, 2013	1.2		$	12.91	6.6	$	4.73
Options exercisable at January 1, 2013	0.3		$	11.86	0.8	$	3.99
Exercised	(0.2	)	11.98
Forfeited	(0.1	)	13.18
Options outstanding at March 31, 2013	0.9		$	13.16	7.8	$	3.77
Options exercisable at March 31, 2013	0.3		$	13.29	6.2	$	4.09

Stock compensation expense for the 2011 and 2012 stock option grants was $0.3 in the first three months of 2013.

Restricted Stock Awards

During the three months endedMarch 31, 2013 and 2012, the Company granted 0.9 shares and 1.4 shares, respectively, of restricted stock units. The weighted-average fair values of these grants were $16.45 and $12.92 per share, respectively. Included in these amounts were 0.4 shares and 0.6 shares, respectively, of performance-based restricted stock units granted at the fair value of $16.22 and $12.93 per share, respectively, equal to the Company’s share price at grant date, that vest upon the Company’s satisfaction of certain financial performance conditions.

The 2013 performance-based grants include 0.3 shares that provide for payout based upon the extent to which the Company achieves certain EPS targets, as determined by the Compensation and Benefits Committee of the Board of Directors, over a three-year period. Payout levels range from 50% to 200% of award shares earned. No payout can be earned if performance is below the minimum threshold level. As the targets for the second and third year have not yet been set, the key terms have not been effectively communicated to the recipients; as such the expense related to these grants cannot be recognized until such terms are established. These grants have been excluded from the table below. The remaining 0.1 of performance-based shares granted in 2013 vested immediately.

The 2012 performance-related grants provide for payout based upon the extent to which the Company achieves certain EBITDA targets, as determined by the Compensation and Benefits Committee of the Board of Directors for this award, over a two-year period. Payout levels range from 50% to 200% of award shares earned. No payout can be earned if performance is below the minimum threshold level. Compensation cost related to these 2012 grants will be adjusted based upon expected performance as compared to defined targets.

The 2013 time-based grants are scheduled to vest 25% at the completion of year one after the grant date, 25% after year two and 50% after year three. The 2012 time-based grants are scheduled to vest 50% at the end of year two and 50% at the end of the year three. The 2011 time-based grants vested 50% at the completion of year two after grant date with the remaining 50% scheduled to vest at the end of year three.

The total compensation cost related to non-vested time-based and performance-based restricted stock units not yet recognized as of March 31, 2013 was approximately $15.3 and $3.6, respectively, which is expected to be recognized over a weighted average of 1.2 years and 0.5 years, respectively. Changes to non-vested time-based and performance-based restricted stock and restricted stock units for the three months endedMarch 31, 2013 were as follows:

Time-based Restricted Stock Units

Shares in Millions Except Per Share Amounts	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2012	1.6		$	13.04
Granted	0.5		16.15
Vested	(0.5	)	13.17
Forfeited	—		—
Non-vested at March 31, 2013	1.6		$	14.05

Performance-based Restricted Stock Units

Shares in Millions Except Per Share Amounts	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2012	0.9		$	12.69
Granted	0.1		16.45
Vested	(0.7	)	13.23
Forfeited	—		—
Non-vested at March 31, 2013	0.3		$	12.94

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Debt And Capital Lease Obligations

3 Months Ended

Mar. 31, 2013

Long-term Debt and Capital Lease Obligations [Abstract]

Debt And Capital Lease Obligations

DEBT AND CAPITAL LEASE OBLIGATIONS

Debt and capital lease obligations consist of the following:

	March 31, 2013		December 31, 2012
Revolving credit facilities	$	—	$	—
2029 Convertible Debentures	58.6		58.4
Capital Lease Obligations	2.0		2.2
Accounts Receivable Securitization	—		—
Total debt	60.6		60.6
Less current maturities	0.8		0.7
Long-term debt	$	59.8	$	59.9

On March 11, 2011, the Company entered into a $300 Four-Year Competitive Advance and Revolving Credit Facility Agreement (the 2011 Credit Facility), replacing the Company’s $400 Five-Year Competitive Advance and Revolving Credit Facility Agreement (the 2006 Credit Facility), which was terminated at that time. Convergys has two borrowing options available under the 2011 Credit Facility: (i) a competitive advance option which will be provided on an uncommitted competitive advance basis through an auction mechanism and (ii) a revolving credit option which will be provided on a committed basis. Under each option, amounts borrowed and repaid may be re-borrowed subject to availability. Borrowings under the 2011 Credit Facility bear interest at one of the rates described in the 2011 Credit Facility. The maturity date of the 2011 Credit Facility is March 11, 2015 except that, upon the satisfaction of certain conditions, Convergys may extend the maturity date by one year twice during the term. Convergys will pay an annual facility fee regardless of utilization. At March 31, 2013, the facility was undrawn. The Company was in compliance with all covenants at March 31, 2013.

In the fourth quarter of 2009, the Company announced an offer to exchange one thousand twenty dollars in principal amount of its 5.75% Junior Subordinated Convertible Debentures due September 2029 (2029 Convertible Debentures) for each one thousand dollars in principal amount of its 4.875% Unsecured Senior Notes (4.875% Senior Notes) due December 15, 2009. Convergys issued a total of $125.0 aggregate principal amount of the 2029 Convertible Debentures in exchange for $122.5 of the 4.875% Senior Notes. At the date of issuance, the Company recognized the liability component of the 2029 Convertible Debenture at its fair value of $56.3. The liability component is recognized as the fair value of a similar instrument that does not have a conversion feature at issuance. The equity component, which is the value of the conversion feature at issuance, was recognized as the difference between the proceeds from the issuance of the debentures and the fair value of the liability component, after adjusting for the deferred tax impact of $32.7. The 2029 Convertible Debentures were issued at a coupon rate of 5.75%, which was below that of a similar instrument that does not have a conversion feature. Therefore, the valuation of the debt component, using the income approach, resulted in a debt discount. The debt discount will be amortized over the life of a similar debt instrument without a conversion feature, which the Company determined to equal the contractual maturity of the 2029 Convertible Debentures. Amortization is based upon the effective interest rate method and will be included within the interest expense caption in the accompanying Consolidated Statements of Income.

The 2029 Convertible Debentures are convertible, subject to certain conditions, into shares of the Company’s common stock at an initial conversion price of approximately $12.07 per share, or eighty-two and eighty-two hundredths shares of the Company’s common stock per one thousand dollars in principal amount of Debentures. Upon conversion, the Company will pay cash up to the aggregate principal amount of the converted 2029 Convertible Debentures and settle the remainder of the conversion value of the Debentures in cash or stock at the Company’s option. The conversion rate will be subject to adjustment for certain events outlined in the indenture governing the Debentures (the Indenture), including payment of dividends. The conversion rate will increase for a holder who elects to convert this Debenture in connection with certain share exchanges, mergers or consolidations involving the Company, as described in the Indenture. The 2029 Convertible Debentures, which pay a fixed rate of interest semi-annually, have a contingent interest component that will require the Company to pay interest based on the trading price of the Debentures exceeding a specified threshold at specified times, commencing on September 15, 2019, as outlined in the Indenture. The maximum amount of contingent interest that will accrue is 0.75% per annum of the average trading price of the Debentures during the periods specified in the Indenture. The fair value of this embedded derivative was not significant at March 31, 2013 or December 31, 2012.

During June 2011, the Company extended the terms of an asset securitization facility collateralized by accounts receivable of certain of the Company's subsidiaries, with a purchase limit of $150.0 expiring in June 2014. The asset securitization program is conducted through Convergys Funding Inc., a wholly-owned bankruptcy remote subsidiary of the Company. As of March 31, 2013 and December 31, 2012, the facility was undrawn.

At March 31, 2013, future minimum payments of the Company’s debt arrangements are as follows:

Remainder of 2013 and 2014	$	1.3
2015	0.7
2016	—
2017	—
2018	—
Thereafter	125.0
Total	$	127.0

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Fair Value Disclosures

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Disclosures

FAIR VALUE DISCLOSURES

U.S. GAAP defines a hierarchy which prioritizes the inputs in measuring fair value. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

At March 31, 2013 and December 31, 2012, the Company had foreign currency forward contracts measured at fair value. The fair values of these instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for terms specific to the contracts. There were no transfers between the three levels of the fair value hierarchy during the three months endedMarch 31, 2013 and 2012. The assets and liabilities measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012 were as follows:

	March 31, 2013		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivatives
Foreign currency forward contracts (asset position)	$	23.8	$	—	$	23.8	$	—
Foreign currency forward contracts (liability position)	$	9.0	$	—	$	9.0	$	—

	December 31, 2012		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivatives
Foreign currency forward contracts (asset position)	$	28.0	$	—	$	28.0	$	—
Foreign currency forward contracts (liability position)	$	9.6	$	—	$	9.6	$	—

The Company also had investment securities held in a grantor trust for the benefit of participants of the executive deferred compensation plan measured at fair value at March 31, 2013 and December 31, 2012. The fair value of these instruments was measured using the quoted prices in active markets for identical assets (Level 1). The assets measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012 were as follows:

	March 31, 2013		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment securities:
Mutual funds	$	10.0	$	10.0	$	—	$	—
Convergys common stock	2.4		2.4		—		—
Money market accounts	0.8		0.8		—		—
Total	$	13.2	$	13.2	$	—	$	—

	December 31, 2012		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment securities:
Mutual funds	$	13.3	$	13.3	$	—	$	—
Convergys common stock	4.9		4.9		—		—
Money market accounts	1.3		1.3		—		—
Total	$	19.5	$	19.5	$	—	$	—

At March 31, 2013, the Company held time deposits with maturities greater than 90 days and less than 180 days measured at fair value. The valuation technique used to measure the fair value of the time deposits was based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data. The assets measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012 were as follows:

	March 31, 2013		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Short Term Investments:
Cash Time Deposits	$	64.8	$	—	$	64.8	$	—
Total	$	64.8	$	—	$	64.8	$	—

	December 31, 2012		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Short Term Investments:
Cash Time Deposits	$	64.3	$	—	$	64.3	$	—
Total	$	64.3	$	—	$	64.3	$	—

Fair values of cash equivalents and current accounts receivable and payable approximate the carrying amounts because of their short-term nature. The fair value of short-term debt approximates its recorded value because of its short-term nature. Based on quoted market prices at March 31, 2013, the fair value of the $125.0 of the Company’s 2029 Convertible Debentures is $211.4.

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Subsequent Events (Details) (USD $) In Millions, unless otherwise specified	Apr. 03, 2013
Australia, Dollars
Subsequent Event [Line Items]
Business Acquisition, Cost of Acquired Entity, Purchase Price	$ 20
Number of Employees, Geographic Area [Member]
Subsequent Event [Line Items]
Entity Number of Employees	1,000

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Divestitures (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Transaction costs related to the sale of business		$ 4.9
Sale of business segment			449.0
Proceeds from disposition of business			462.6
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax	(8.0)	0	99.8
Gain on sale of business segment, after tax			16.2
Cost Allocated for Discontinued Business Segment Included in Continued Operations		6.0
Transition Services Revenue	4.9
Federal, state and foreign income tax obligation	(2.9)	0	83.6
Maximum period of agreement for earning transition services revenues for services provided to the buyer (in months)	24
Elimination of goodwill and intangible assets from sale of business segment			$ 201.7

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Commitments And Contingencies (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Letters of credit outstanding amount	$ 41.8
Guarantee	1.5
Purchase Commitments	11.9
HRM Performance Bond Obligations [Member]
Guarantee	30.0
Liability of obligations	$ 1.0

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Accumulated Other Comprehensive Income/(Loss) (Notes)

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income (Loss) [Text Block]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss):

Changes in Accumulated Other Comprehensive Income (Loss) by Component
For the Three Months Ended March 31, 2013
		Foreign Currency			Derivative Financial Instruments			Pension Liability			Total
Balance at December 31, 2012		$	36.4		$	11.4		$	(58.3	)	$	(10.5	)
	Other comprehensive (loss) income before reclassifications	(1.8		)	0.8			—			(1.0		)
	Amounts reclassified from accumulated other comprehensive loss	—			(2.6		)	—			(2.6		)
Net current-period other comprehensive loss		(1.8		)	(1.8		)	—			(3.6		)
Balance at March 31, 2013		$	34.6		$	9.6		$	(58.3	)	$	(14.1	)

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss):

Reclassifications out of Accumulated Other Comprehensive Income (Loss)
For the Three Months Ended March 31, 2013
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)		Affected Line Item in the Consolidated Statements of Income
Gain (loss) on derivative instruments	4.2		Cost of providing services and products sold and Selling, general and administrative
	(1.6	)	Tax expense
	2.6		Net of tax

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Stock-Based Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2013

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

Time-based Restricted Stock Units

Shares in Millions Except Per Share Amounts	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2012	1.6		$	13.04
Granted	0.5		16.15
Vested	(0.5	)	13.17
Forfeited	—		—
Non-vested at March 31, 2013	1.6		$	14.05

Performance-based Restricted Stock Units

Shares in Millions Except Per Share Amounts	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2012	0.9		$	12.69
Granted	0.1		16.45
Vested	(0.7	)	13.23
Forfeited	—		—
Non-vested at March 31, 2013	0.3		$	12.94

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

Shares in Millions Except Per Share Amounts	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Weighted Average Fair Value at Date of Grant (per share)
Options outstanding at January 1, 2013	1.2		$	12.91	6.6	$	4.73
Options exercisable at January 1, 2013	0.3		$	11.86	0.8	$	3.99
Exercised	(0.2	)	11.98
Forfeited	(0.1	)	13.18
Options outstanding at March 31, 2013	0.9		$	13.16	7.8	$	3.77
Options exercisable at March 31, 2013	0.3		$	13.29	6.2	$	4.09

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Debt And Capital Lease Obligations (Schedule Of Debt And Capital Lease Obligations) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument
Revolving credit facility	$ 0	$ 0
2029 Convertible debt	58.6	58.4
Capital Lease Obligations	2.0	2.2
Accounts Receivable Securitization	0	0
Total debt	60.6	60.6
Less current maturities	0.8	0.7
Long-term debt	$ 59.8	$ 59.9

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Restructuring Facilities Restructuring (Details) (Facility Charge [Member], USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Facility Charge [Member]
Restructuring liability, ending balance	$ 0.2	$ 0.3

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 525.0	$ 554.7
Short term investments	78.0	83.8
Receivables, net of allowances of $7.0 and $5.9	325.7	319.8
Deferred income tax assets	12.1	8.9
Prepaid expenses	35.6	33.2
Other current assets	61.9	65.6
Current assets - held for sale	35.2	34.6
Total current assets	1,073.5	1,100.6
Property and equipment, net	268.4	279.2
Goodwill	577.7	577.7
Other intangibles, net	17.7	18.9
Deferred income tax assets	16.9	19.2
Other assets	39.9	42.3
Total Assets	1,994.1	2,037.9
LIABILITIES AND SHAREHOLDERS' EQUITY
Debt and capital lease obligations maturing within one year	0.8	0.7
Payables and other current liabilities	260.7	285.8
Total current liabilities	261.5	286.5
Long-term debt and capital lease obligations	59.8	59.9
Deferred income tax liabilities	134.5	136.5
Accrued pension liabilities	112.9	109.2
Other long-term liabilities	73.8	73.9
Total liabilities	642.5	666.0
Shareholders' Equity
Preferred shares - without par value, 5.0 authorized; none outstanding	0	0
Common shares - without par value, 500.0 authorized; 188.7 and 187.5 issued, 105.1 and 105.9 outstanding, as of March 31, 2013 and December 31, 2012, respectively	1,132.3	1,133.0
Treasury Stock - 83.6 and 81.6 as of March 31, 2013 and December 31, 2012, respectively	(1,363.5)	(1,329.2)
Retained earnings	1,596.9	1,578.6
Accumulated other comprehensive loss	(14.1)	(10.5)
Total shareholders' equity	1,351.6	1,371.9
Total Liabilities and Shareholders' Equity	$ 1,994.1	$ 2,037.9

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Earnings Per Share And Shareholders' Equity

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share And Shareholders' Equity

EARNINGS PER SHARE AND SHAREHOLDERS’ EQUITY

Earnings per Share

The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share (EPS) computations:

		Continuing Operations					Discontinued Operations						Total
Three Months Ended March 31, 2013	Shares	Income		Per Share Amount			Income			Per Share Amount			Per Share Amount
Basic EPS	105.7	$	30.2	$	0.28		$	(5.1	)	$	(0.04	)	$	0.24
Effect of dilutive securities:
Stock-based compensation arrangements	1.4	—		—			—			—			—
Convertible Debt	3.2	—		(0.01		)	—			—			(0.01		)
Diluted EPS	110.3	$	30.2	$	0.27		$	(5.1	)	$	(0.04	)	$	0.23
Three Months Ended March 31, 2012
Basic EPS	115.9	$	21.4	$	0.19		$	4.7		$	0.04		$	0.23
Effect of dilutive securities:
Stock-based compensation arrangements	2.0	—		(0.01		)	—			—			(0.01		)
Convertible Debt	1.0	—		—			—			—			—
Diluted EPS	118.9	$	21.4	$	0.18		$	4.7		$	0.04		$	0.22

The diluted EPS calculation excludes the effect of 0.7 outstanding stock options for the three months endedMarch 31, 2013 and 2.4 outstanding stock options for the three months endedMarch 31, 2012 because their effect is anti-dilutive. The calculation at March 31, 2013 also excludes 0.3 and 0.3 performance-based restricted stock units granted in 2013 and 2012 as performance criteria have not yet been met. As described more fully in Note 8, the Company issued approximately $125.0 aggregate principal amount of 5.75% Junior Subordinated Convertible Debentures due 2029 (2029 Convertible Debentures). The 2029 Convertible Debentures are convertible, subject to certain conditions, into shares of the Company’s common stock at an initial conversion price of approximately $12.07 per share, or eighty-two and eighty-two hundredths shares per one thousand in principal amount of debentures. The conversion rate will be subject to adjustments for certain events outlined in the indenture governing the Debentures (the Indenture), including payment of dividends. There were 3.2 dilutive shares related to the 2029 Convertible Debentures for the three months endedMarch 31, 2013.

Shareholders’ Equity

The Company repurchased 2.1 shares of its common stock during the three months endedMarch 31, 2013 at an average price of $16.65 per share for a total of $35.4 under the Company's existing defined repurchase plans. Based upon timing of the transactions, $0.2 of shares repurchased had not settled as of March 31, 2013. These shares are excluded from outstanding shares at the end of the current quarter and will be settled in cash during the second quarter of 2013. As of March 31, 2013, the Company had the authority to repurchase an additional $217.0 of outstanding common shares pursuant to current authorizations. The Company also repurchased 1.5 shares at an average price of $16.40 for aggregate proceeds of $24.4 subsequent to March 31, 2013 through April 30, 2013.

Dividends

On October 23, 2012, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.05, which was paid on January 4, 2013 to all shareholders of record as of December 21, 2012. On February 7, 2013, the Company announced that the Board of Directors raised the dividend 20 percent to $0.06 per share. The quarterly cash dividend payment of $0.06 was paid on April 5, 2013 to shareholders of record at the close of business on March 22, 2013. On April 30, 2013, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.06, which is scheduled to be made on July 5, 2013, to shareholders of record at the close of business on June 21, 2013.

The Board expects that future cash dividends will be paid on a quarterly basis. However, any decision to pay future cash dividends will be subject to Board approval, and will depend on the Company's future earnings, cash flow, financial condition, financial covenants and other relevant factors.

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Goodwill And Other Intangible Assets (Schedule Of Total Intangible Assets Primarily Acquired Through Business Combinations) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Gross Carrying Value	$ 170.8
Accumulated Amortization	(139.5)
Intangible assets, net	31.3	33.7
Software [Member]
Gross Carrying Value	41.3
Accumulated Amortization	(27.7)
Intangible assets, net	13.6
Trademarks [Member]
Gross Carrying Value	10.0
Accumulated Amortization	(10.0)
Intangible assets, net	0
Customer Relationships And Other Intangibles [Member]
Gross Carrying Value	119.5
Accumulated Amortization	(101.8)
Intangible assets, net	$ 17.7

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Debt And Capital Lease Obligations (Tables)

3 Months Ended

Mar. 31, 2013

Debt Instruments [Abstract]

Schedule Of Debt And Capital Lease Obligations

	March 31, 2013		December 31, 2012
Revolving credit facilities	$	—	$	—
2029 Convertible Debentures	58.6		58.4
Capital Lease Obligations	2.0		2.2
Accounts Receivable Securitization	—		—
Total debt	60.6		60.6
Less current maturities	0.8		0.7
Long-term debt	$	59.8	$	59.9

Schedule of Maturities of Long-term Debt [Table Text Block]

Remainder of 2013 and 2014	$	1.3
2015	0.7
2016	—
2017	—
2018	—
Thereafter	125.0
Total	$	127.0

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Employee Benefit Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified		3 Months Ended						3 Months Ended
	Mar. 31, 2013	Jun. 30, 2013 Pension Plans, Defined Benefit [Member]	Mar. 31, 2012 Pension Plans, Defined Benefit [Member]	Mar. 31, 2013 United States Pension Plans of US Entity, Defined Benefit [Member]	Dec. 31, 2012 United States Pension Plans of US Entity, Defined Benefit [Member]	Mar. 31, 2013 Foreign Pension Plans, Defined Benefit [Member]	Dec. 31, 2012 Foreign Pension Plans, Defined Benefit [Member]	Mar. 31, 2013 Other Pension Plans, Postretirement or Supplemental Plans, Defined Benefit [Member]	Mar. 31, 2013 Supplemental Employee Retirement Plans, Defined Benefit [Member]
Pension Cost Related to Discontinued Operations			$ 1.1
Liabilities related to defined benefit pension plan				72.9	70.0	25.6	23.8
Contributions by employer		10.0
Trading Securities, Fair Value Disclosure	13.2
Settlement (gain) loss recognized during the period								$ 0.2	$ (0.2)

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Payables And Other Current Liabilities

3 Months Ended

Mar. 31, 2013

Accounts Payable and Accrued Liabilities, Current [Abstract]

Payables And Other Current Liabilities

PAYABLES AND OTHER CURRENT LIABILITIES

	At March 31, 2013		At December 31, 2012
Accounts payable	$	37.0	$	50.6
Accrued income and other taxes	24.8		21.2
Accrued payroll-related expenses	80.8		85.6
Derivative liabilities	6.2		6.1
Accrued expenses	80.6		85.7
Deferred revenue and government grants	29.7		31.1
Restructuring and exit costs	1.6		5.5
	$	260.7	$	285.8