10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________

FORM 10-K/A

(Amendment No. 1)

________________________________________________________________________

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

Commissions file number 1-14379

CONVERGYS CORPORATION

An Ohio	I.R.S. Employer
Corporation	No. 31-1598292

201 East Fourth Street, Cincinnati, Ohio 45202

Telephone Number (513) 723-7000

__________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Shares (no par value)	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

 _____________________________________________________________________ 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  X      No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes     No   X  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   X       No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   X_       No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    X   

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   X       Accelerated filer     Non-accelerated filer     Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes     No   X  

The aggregate market value of the voting shares held by non-affiliates of the registrant was $1,660,693,899, computed by reference to the closing sale price of the stock on the New York Stock Exchange on June 30, 2012, the last business day of the registrant’s most recently completed second fiscal quarter.

At January 31, 2013, there were 106,256,886 common shares outstanding, excluding amounts held in treasury of 81,589,814.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2013 Annual Meeting of Shareholders to be held on April 26, 2013 are incorporated by reference into Part III of this report.

Explanatory Note

This Form 10-K/A is being filed by Convergys Corporation (“the Company”) to include audited financial statements of Cincinnati SMSA Limited Partnership (the “Partnership”) as of and for the year ended December 31, 2010 and unaudited financial statements for the Partnership as of and for the six months ended June 30, 2011 as an exhibit to the Company’s Form 10-K for 2012. The Company owned a 33.8% limited partnership interest in the Partnership, and on July 1, 2011, the Company completed the sale of its interest in the Partnership. A consent of Ernst & Young LLP, independent auditors for the Partnership, is also being filed as an exhibit hereto.

Part IV

Item 15. Exhibits, Financial Statement Schedule

Item 15(a)(1) and (2). List of Financial Statements and Financial Statement Schedule

The following consolidated financial statements of Convergys are included in Item 8.

		Page
(1)	Consolidated Financial Statements:
	Reports of Independent Registered Public Accounting Firm	42
	Consolidated Statements of Income	43
	Consolidated Statements of Comprehensive Income (Loss)	44
	Consolidated Balance Sheets	45
	Consolidated Statements of Cash Flows	46
	Consolidated Statements of Shareholders’ Equity	47
	Notes to Consolidated Financial Statements	48
(2)	Financial Statement Schedule:
	II - Valuation and Qualifying Accounts	88
	Unaudited Financial Statements for Cincinnati SMSA Limited Partnership are filed herewith as Exhibit 99, which is incorporated herein by reference.

(3) Exhibits:

Exhibits identified in parenthesis below, on file with the Securities and Exchange Commission (SEC), are incorporated herein by reference as exhibits hereto.

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 Convergys Corporation. (Incorporated by reference from Exhibit 3.1 to Form 8-K filed on May 2, 2011.)
4.1	Indenture, dated October 13, 2009, by and between Convergys Corporation and U.S. Bank National Association, as trustee, relating to Convergys Corporation’s 5.75% Junior Subordinated Convertible Debentures due 2029. (Incorporated by reference from Exhibit 4.1 to Form 8-K filed October 13, 2009.)
4.2	Form of 5.75% Junior Subordinated Convertible Debenture due 2029. (Incorporated by reference from Exhibit 4.1 to Form 8-K filed October 13, 2009.)
4.3	Convergys Corporation Retirement and Savings Plan as amended and restated dated January 28, 2008. (Incorporated by reference from Exhibit 10.17 to Form 10-K filed on February 27, 2009.) *
4.4	Amendment to Convergys Corporation Retirement and Savings Plan dated March 31, 2008. (Incorporated by reference from Exhibit 10.18 to Form 10-K filed on February 27, 2009.) *
4.5	Amendment to Convergys Corporation Retirement and Savings Plan dated December 23, 2008. (Incorporated by reference from Exhibit 10.19 to Form 10-K filed on February 27, 2009.) *

10.1	Termination of a Material Definitive Agreement, dated May 31, 2012, in connection with the Company's purchase of its leased office facility in Orlando, Florida, and discharge of the related capital lease. (Incorporated by reference from Form 8-K filed on June 1, 2012.)
10.2	Stock and Asset Purchase Agreement, dated March 22, 2012, among the Company, NEC Corporation and NetCracker Technology Corporation. (Incorporated by reference from Exhibit 2.1 to Form 8-K, filed on March 27, 2012.)
10.3	$300,000,000 Four-Year Competitive Advance and Revolving Credit Facility Agreement dated as of March 11, 2011 among Convergys Corporation, The Lenders Party Hereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent and BNP Paribas, The Bank of Nova Scotia, PNC Bank, National Association, and Wells Fargo Bank, N.A., as Co-Documentation Agents. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on March 16, 2011.)
10.4	Guarantee and Contribution Agreement dated as of March 11, 2011, among Convergys Corporation and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders party to the $300,000,000 Four-Year Competitive Advance and Revolving Credit Facility Agreement dated as of March 11, 2011. (Incorporated by reference from Exhibit 10.2 to Form 8-K filed on March 16, 2011.)
10.5	Amendment No. 1 to Certain Operative Agreements, dated as of April 21, 2011, by and among Convergys Corporation, the Guarantors, Wachovia Development Corporation, the various banks and other lending institutions party thereto as lenders, and Wells Fargo Bank, National Association. (Incorporated by reference from exhibit 10.1 to Form 8-K filed on April 27, 2011.)
10.6	Form of Joinder Agreement, dated as of April 21, 2011, by and among Asset Ohio Fourth Street LLC, Brite Voice Systems, Inc., Convergys Cellular Systems Company, Convergys Customer Management Group Canada Holding Inc., Convergys Customer Management International Inc., and Convergys Finance Corp. as Subsidiary Guarantors, Convergys Corporation as Lessee, and Wells Fargo Bank, National Association, as Agent. Each of the Subsidiary Guarantors executed a Joinder Agreement identical in all material respects to the copy filed herewith except as to the Subsidiary Guarantor party thereto. (Incorporated by reference from exhibit 10.2 to Form 8-K filed on April 27, 2011.)
10.7	Purchase Agreement, dated June 2, 2011, among Convergys Cellular Systems Company, New Cingular Wireless PCS, LLC and SBC Tower Holdings LLC. (Incorporated by reference from Exhibit 2.1 to Form 8-K filed on June 3, 2011.)
10.8	Amendment No. 3 to Receivables Purchase Agreement, dated as of June 24, 2011, among Convergys Corporation, as initial Servicer and Performance Guarantor, Convergys Funding Inc., as Seller, Liberty Street Funding LLC, The Bank of Nova Scotia, as Purchaser and Scotiabank Group Agent, and Wells Fargo Bank, N.A., successor by merger to Wachovia Bank, National Association, as Purchaser and Administrative Agent. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on June 29, 2011.)
10.9	Convergys Corporation Deferred Compensation and Long-Term Incentive Plan Award Deferral Plan for Non-Employee Directors as amended and restated effective February 24, 2004. (Incorporated by reference from Exhibit 10.24 to Form 10-Q filed on August 9, 2004.) *
10.10	Convergys Corporation Deferred Compensation Plan for Non-Employee Directors dated August 26, 2008. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on November 5, 2008.) *
10.11	Convergys Corporation Long-Term Incentive Plan as amended and restated effective as of April 22, 2008. (Incorporated by reference from Exhibit 10.4 to Form 10-Q filed on May 7, 2008.) *
10.12	Amendment to Convergys Corporation Long-Term Incentive Plan dated as of January 28, 2011. (Incorporated by reference to Exhibit 10.52 to Form 10-K filed on February 23, 2012.) *
10.13	Convergys Corporation Supplemental Executive Retirement Plan amended effective February 20, 2007. (Incorporated by reference from Exhibit 10.1 to Form 10-Q filed on August 7, 2007.) *
10.14	Convergys Corporation Supplemental Executive Retirement Plan as amended dated August 26, 2008. (Incorporated by reference from Exhibit 10.3 to Form 10-Q filed on November 5, 2008.) *
10.15	Amendment to Convergys Corporation Supplemental Executive Retirement Plan dated December 22, 2011. (Incorporated by reference from Exhibit 10.12 to Form 10-K filed on February 23, 2012.) *
10.16	Convergys Corporation Executive Deferred Compensation Plan as amended October 29, 2001. (Incorporated by reference from Exhibit 10.9 to Form 10-K filed on February 28, 2008.) *
10.17	Convergys Corporation Executive Deferred Compensation Plan as amended effective February 24, 2004. (Incorporated by reference from Exhibit 10.25 to Form 10-Q filed on August 9, 2004.) *
10.18	Convergys Corporation Executive Deferred Compensation Plan as amended dated December 21, 2005. (Incorporated by reference from Exhibit 10.14 to Form 10-K filed on February 27, 2009.) *
10.19	Convergys Corporation Executive Deferred Compensation Plan as amended dated October 21, 2008. (Incorporated by reference from Exhibit 10.15 to Form 10-K filed on February 27, 2009.) *
10.20	Amendment to Convergys Corporation Executive Deferred Compensation Plan dated April 1, 2011. (Incorporated by reference to Exhibit 10.50 to Form 10-K filed on February 23, 2012.) *

10.21	Amendment to Convergys Corporation Executive Deferred Compensation Plan dated December 22, 2011. (Incorporated by reference from Exhibit 10.17 to Form 10-K filed on February 23, 2012.) *
10.22	Convergys Corporation Employee Stock Purchase Plan. (Incorporated by reference from Appendix IV of Convergys Corporation’s Definitive Schedule 14A filed on March 12, 2004.) *
10.23	Convergys Corporation Canadian Employee Share Plan. (Incorporated by reference from Exhibit 4.2.1 to Form S-8 Registration Statement (File No. 333-86137) filed on December 29, 1999.) *
10.24	Convergys Corporation Annual Executive Incentive Plan, as Amended and Restated, Effective on February 2, 2012. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on May 8, 2012.)
10.25	Convergys Corporation Qualified and Non-Qualified Pension Plan as amended and restated dated January 28, 2008. (Incorporated by reference from Exhibit 10.22 to Form 10-K filed on February 27, 2009.) *
10.26	Amended Convergys Corporation Qualified and Non-Qualified Pension Plan dated March 31, 2008. (Incorporated by reference from Exhibit 10.23 to Form 10-K filed on February 27, 2009.) *
10.27	Amended Convergys Corporation Qualified and Non-Qualified Pension Plan dated December 17, 2008. (Incorporated by reference from Exhibit 10.24 to Form 10-K filed on February 27, 2009.) *
10.28	Amendment to Convergys Corporation Qualified and Non-Qualified Pension Plan dated June 29, 2011. (Incorporated by reference to Exhibit 10.51 to Form 10-K filed on February 23, 2012.) *
10.29	2012 Form of Executive Officer Severance Agreement. (Incorporated by reference from Exhibit 10.4 to Form 10-Q filed on July 31, 2012.) *
10.30	2012 Convergys Corporation Senior Executive Severance Pay Plan (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on October 25, 2012.) *
10.31	2009 Form of Time-Based Restricted Stock Unit Award Agreement for Employees. (Incorporated by reference from exhibit (10.45) to Form 10-K filed on February 26, 2010.)*
10.32	2009 Form of Performance-Based Stock Unit Award Agreement. (Incorporated by reference from exhibit (10.46) to Form 10-K filed on February 26, 2010.)*
10.33	2009 Form of Performance-Based Restricted Stock Unit Award Agreement. (Incorporated by reference from exhibit (10.47) to Form 10-K filed on February 26, 2010.)*
10.34	2011 Form of Time-Based Restricted Stock Unit Award Agreement for Employees (Incorporated by reference from Exhibit 10.41 to Form 10-K filed on February 25, 2011).*
10.35	2011 Form of Performance-Based Restricted Stock Unit Award Agreement for Employees (Incorporated by reference from Exhibit 10.42 to Form 10-K filed on February 25, 2011).*
10.36	2011 Form of Stock Option Award Agreement for Employees (Incorporated by reference from Exhibit 10.43 to Form 10-K filed on February 25, 2011).*
10.37	Trust Agreement, dated as of December 23, 2011, between Convergys Corporate and Fidelity Management Trust Company for the Convergys Corporation Executive Deferred Compensation Plan and Convergys Corporate Deferred Compensation Plan for Non-Employee Directors Trust. (Incorporated by reference from Exhibit 10.42 to Form 10-K file on February 23, 2012.) *
10.38	Amended and Restated Participation Agreement, dated as of June 30, 2010, between Convergys Corporation, Various Guarantors, Wachovia Development Corporation, as the Borrower and Lessor, Various Credit Lenders, Various Mortgage Lenders and Wells Fargo Bank, National Association, as Agent. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on August 9, 2010.)
10.39	Second Amended and Restated Lease Agreement, dated as of June 30, 2010, between Wachovia Development Corporation and Convergys Corporation. (Incorporated by reference from Exhibit 10.3 to Form 10-Q filed on August 9, 2010.)
10.40	Amended and Restated Security Agreement, dated as of June 30, 2010, between Wachovia Development Corporation and Wells Fargo Bank, National Association and accepted and agreed to by Convergys Corporation. (Incorporated by reference from Exhibit 10.4 to Form 10-Q filed on August 9, 2010.)
10.41	Assignment and Recharacterization Agreement, dated as of June 30, 2010, between Convergys Corporation, Existing Guarantors, Wachovia Development Corporation, Existing Credit Note Purchasers, Existing Debt Providers, Wells Fargo Bank, National Association, Wachovia Development Corporation and the Lenders. (Incorporated by reference from Exhibit 10.5 to Form 10-Q filed on August 9, 2010.)
10.42	Amended and Restated Letter Agreement, dated October 30, 2012, between the Company and Jeffrey H. Fox.
10.43	Receivables Sales Agreement, dated as of June 30, 2009, between Convergys Corporation, as Originator, and Convergys Funding Inc., as Buyer. (Incorporated by reference from Exhibit 10.1 to Form 10-Q filed on August 4, 2009.)

10.44	Receivables Purchase Agreement, dated as of June 30, 2009, among Convergys Funding Inc. as Seller, Convergys Corporation as Services, Wachovia Bank, National Association, Liberty Street Funding LLC, the Bank of Nova Scotia, The Bank of Nova Scotia as Scotiabank Group Agent, and Wachovia Bank, National Association as Administrative Agent. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on August 4, 2009.)
12	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.
21	Subsidiaries of Convergys Corporation.
23	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for the Company.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Cincinnati SMSA Limited Partnership.
24	Powers of Attorney.
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.
99	Certain Audited and Unaudited Financial Statements of Cincinnati SMSA Limited Partnership.
101	The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 21, 2013, formatted in XBRL: (i) Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
*	Management contract or compensatory plan or arrangement.

Item 15(b) and (c). Exhibits and Financial Statement Schedule

The responses to these portions of Item 15 were submitted as a separate section of the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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
May 14, 2013	By	/s/ Andre S. Valentine
		Andre S. Valentine Chief Financial Officer

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of Convergys Corporation:

1) Registration Statement (Form S-4 No. 333-161586) of Convergys Corporation,

2) Registration Statement (Form S-3 No. 333-150856) of Convergys Corporation,

3) Registration Statement (Form S-8 No. 333-165385) pertaining to Convergys Corporation Salary Stock Unit Award Agreement with an Employee, Restricted Stock Unit Award Agreement with an Employee, and Stand Alone Stock Option Award,

4) Registration Statement (Form S-8 No. 333-96735) pertaining to Convergys Corporation Executive Deferred Compensation Plan,

5) Registration Statement (Form S-8 No. 333-111209) pertaining to Convergys Corporation Employee Stock Purchase Plan,

6) Registration Statement (Form S-8 No. 333-96733) pertaining to Convergys Corporation Retirement and Savings Plan,

7) Registration Statement (Form S-8 No. 333-96729) pertaining to Convergys Corporation Deferred Compensation and Option Gain Deferral Plan for Non-Employee Directors,

8) Registration Statement (Form S-8 No. 333-96727) pertaining to Convergys Corporation 1998 Long Term Incentive Plan,

9) Registration Statement (Form S-8 No. 333-86137) pertaining to Convergys Corporation Canadian Employee Share Purchase Plan, and

10) Registration Statement (Form S-8 No. 333-66992) pertaining to Geneva Technology Limited Unapproved Share Option Scheme 1998 of Convergys Corporation;

of our report dated February 24, 2011, with respect to the financial statements of Cincinnati SMSA Limited Partnership included in this Form 10-K/A of Convergys Corporation for the year ended December 31, 2012.

/s/ Ernst & Young LLP

Atlanta, Georgia

May 14, 2013

EX-31.1

Exhibit 31.1 to 2012 10-K/A (Amendment No. 1)

Certification

I, Andrea J. Ayers,certify that:

1. I have reviewed this annual report on Form 10-K/A (Amendment No. 1) 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: May 14, 2013	/s/ Andrea J. Ayers
	Andrea J. Ayers
	Chief Executive Officer

EX-31.2

Exhibit 31.2 to 2012 10-K/A (Amendment No. 1)

Certification

I, Andre S. Valentine,certify that:

1. I have reviewed this annual report on Form 10-K/A (Amendment No. 1) 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: May 14, 2013	/s/ Andre S. Valentine
	Andre S. Valentine
	Chief Financial Officer

EX-32.1

Exhibit 32.1 to 2012 10-K/A (Amendment No. 1)

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-K/A (Amendment No. 1) for the year ended December 31, 2012 of Convergys Corporation (the “Company”), as filed with the Securities and Exchange Commission on May 13, 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

May 14, 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-K/A (Amendment No. 1) and shall not be considered filed as part of the Form 10-K/A (Amendment No. 1).

EX-32.2

Exhibit 32.2 to 2012 10-K/A (Amendment No. 1)

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-K/A (Amendment No. 1) for the year ended December 31, 2012 of Convergys Corporation (the “Company”), as filed with the Securities and Exchange Commission on May 13, 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

May 14, 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-K/A (Amendment No. 1) and shall not be considered filed as part of the Form 10-K/A (Amendment No 1).

EX-99

FINANCIAL STATEMENTS

Cincinnati SMSA Limited Partnership

Six Months Ended June 30, 2011 (Unaudited) and Year Ended December 31, 2010

With Report of Independent Registered Public Accounting Firm

Cincinnati SMSA Limited Partnership

Financial Statements

Six Months Ended June 30, 2011 (Unaudited) and Year Ended December 31, 2010

Contents

Report of Independent Registered Public Accounting Firm	1
Financial Statements
Balance Sheets	2
Statements of Operations	3
Statements of Changes in Partners' Capital	4
Statements of Cash Flows	5
Notes to Financial Statements	6

Report of Independent Registered Public Accounting Firm

The Partners

Cincinnati SMSA Limited Partnership

We have audited the accompanying balance sheets of Cincinnati SMSA Limited Partnership as of December 31, 2010, and the related statements of operations, changes in partners’ capital, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards as established

by the Auditing Standards Board (United States) and in accordance with the auditing standards

of the Public Company Accounting Oversight Board (United States). Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement. The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting. Our audit included

consideration of internal control over financial reporting as a basis for designing audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Partnership’s internal control over financial reporting.

Accordingly, we express no such opinion. An audit also includes examining, on a test basis,

evidence supporting the amounts and disclosures in the financial statements, assessing the

accounting principles used and significant estimates made by management, and evaluating the

overall financial statement presentation. We believe that our audit provides a reasonable basis for

our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cincinnati SMSA Limited Partnership at December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

February 24, 2011

1

Cincinnati SMSA Limited Partnership
Balance Sheets
(In Thousands)
	June 30		December 31
	2011		2010
	(Unaudited)
Assets
Current assets:
Due from AT&T Mobility	$	35,915	$	24,978
Accounts receivable, net of allowance for
doubtful accounts of $1,694 and $1,688	35,727		33,888
Inventories	3,089		3,312
Prepaid expenses and other current assets	2,387		4,751
Total current assets	77,118		66,929
Property, plant and equipment, net	198,251		200,763
Intangible assets, net	42,319		42,402
Other assets, net	5,370		3,317
Total assets	$	323,058	$	313,411
Liabilities and partners’ capital
Current liabilities:
Accounts payable	$	1,080	$	1,654
Accrued liabilities	1,076		667
Advanced billing and customer deposits	17,137		20,395
Current portion of capital lease obligations	–		–
Total current liabilities	19,293		22,716
Other long-term liabilities	24,495		23,177
Noncurrent deferred rent	9,570		6,918
Partners’ capital:
New Cingular Wireless PCS, LLC	186,989		180,972
Convergys Information Management Group, Inc.	82,711		79,628
Total partners’ capital	269,700		260,600
Total liabilities and partners’ capital	$	323,058	$	313,411
See accompanying notes.

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Cincinnati SMSA Limited Partnership
Statements of Operations
(In Thousands)
	Six Months
	Ended			Year Ended
	June 30			December 31
	2011			2010
	(Unaudited)
Operating revenues:
Service revenues (Note 6)	$	327,668		$	607,122
Equipment sales	27,130			46,356
Total operating revenues	354,798			653,478
Operating expenses: (Note 6)
Cost of services (excluding depreciation of	109,299			201,412
$19,375 and $37,762
included below)
Cost of equipment sales	64,274			110,324
Selling, general and administrative	94,427			179,645
Depreciation and amortization	19,458			37,961
Total operating expenses	287,458			529,342
Operating income	67,340			124,136
Other, net	(352		)	(3,204		)
Net income	$	66,988		$	120,932
See accompanying notes.

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Cincinnati SMSA Limited Partnership
Statements of Changes in Partners’ Capital
(In Thousands)
	New			Convergys
	Cingular			Information
	Wireless			Management
	PCS, LLC			Group, Inc.			Total
Balance at December 31, 2009	128,580			74,329			202,909
Capital distributions	(69,617		)	(35,679		)	(105,296		)
Transfer of FCC licenses	42,055			–			42,055
Net income	79,954			40,978			120,932
Balance at December 31, 2010	180,972			79,628			260,600
Capital distributions	(38,272		)	(19,616		)	(57,888		)
Net income	44,289			22,699			66,988
Balance at June 30, 2011 (Unaudited)	$	186,989		$	82,711		$	269,700
See accompanying notes.

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Cincinnati SMSA Limited Partnership
Statements of Cash Flows
(In Thousands)
	Six Months
	Ended			Year Ended
	June 30			December 31
	2011			2010
	(Unaudited)
Operating activities
Net income	$	66,988		$	120,932
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	19,458			37,961
Provision for doubtful accounts	2,789			5,382
Loss on disposal of property, plant
and equipment	19			102
Changes in operating assets and liabilities:
Accounts receivable	(4,628		)	(8,536		)
Inventories	223			102
Prepaid expenses and other current assets	2,364			(1,724		)
Other assets	(2,053		)	(573		)
Accounts payable	(574		)	(207		)
Other current liabilities	(2,849		)	570
Accrued interest on capital leases	—			275
Non current deferred rent	2,652			1,909
Other long-term liabilities	1,318			(367		)
Net cash provided by operating activities	85,707			155,826
Investing activities
Construction and capital expenditures	(16,882		)	(53,573		)
Net cash used in investing activities	(16,882		)	(53,573		)
Financing activities
Partners’ capital distributions	(57,888		)	(105,296		)
Payments on capital lease obligations	—			(1,552		)
Net cash used in financing activities	(57,888		)	(106,848		)
Net change in due from AT&T Mobility	10,937			(4,595		)
Due from AT&T Mobility at beginning of year	24,978			29,573
Due from AT&T Mobility at end of year	$	35,915		$	24,978
Supplemental disclosure of cash flow information
Interest paid	$	5		$	2,403
See accompanying notes.

5

Cincinnati SMSA Limited Partnership

Notes to Financial Statements

Six Months Ended June 30, 2011 (Unaudited), and

Year Ended December 31, 2010

(Dollars in Thousands)

1. Organization

Cincinnati SMSA Limited Partnership (Partnership) is a Delaware limited partnership between New Cingular Wireless PCS, LLC (General Partner) and Convergys Information Management Group, Inc. (Convergys) (Limited Partner). The General Partner is an indirect wholly owned subsidiary of AT&T Inc. (AT&T). The Partnership is operated as a part of AT&T’s Wireless Segment (AT&T Mobility). The General Partner holds a 40% general partnership interest and a 26.12% limited partnership interest as of June 30, 2011 and December 31, 2010. The Limited Partner holds a 33.88% limited partnership interest as of June 30, 2011 and December 31, 2010. On July 1, 2011, the General Partner completed the acquisition of Convergys’ 33.88% limited partnership interest for $315,000 in cash. The Partnership was formed to be the owner and operator of a cellular mobile telephone system servicing the Cincinnati, Columbus, Dayton, Hamilton/Middleton, and Springfield, Metropolitan Statistical Areas, which includes operations in the states of Ohio, Kentucky and Indiana. The Partnership’s cellular mobile telephone service began November 2, 1984. The Partnership was dissolved on August 12, 2011.

The General Partner is responsible for managing and providing certain services to the Partnership. See Note 6. The General Partner is liable for all general obligations of the Partnership to the extent not paid by the Partnership. The limited partners are not liable for the obligations of the Partnership beyond their contributed capital. Profits, losses and distributable cash are allocated to the individual partners based upon their respective ownership percentages.

The financial position, results of operations and cash flows of the Partnership could have differed from reported results had the Partnership operated as an autonomous entity independent of AT&T Mobility.

The Partnership provides wireless voice and data communications services, including long distance and roaming services using both cellular and personal communications (PCS) frequencies licensed by the Federal Communications Commission (FCC). FCC licenses provide the Partnership with the exclusive right to utilize certain radio frequency spectrum to provide wireless communications services.

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Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

1. Organization (continued)

In October 2004, AT&T Mobility acquired AT&T Wireless Services, Inc. (AWS). As a result of the merger, AT&T Mobility became the indirect owner of certain legacy AWS markets which provided broadband PCS service in the same geographic area as the Partnership. On June 24, 2005, a merger agreement (the Partnership Merger Agreement) was executed between the Partnership and AT&T Mobility pursuant to which AT&T Mobility contributed legacy AWS customers in the overlap market, the related fixed assets and FCC spectrum licenses to the Partnership.

Prior to October 31, 2010, the licenses to be transferred were in process of being partitioned which was required prior to transfer. Accordingly, the carrying value of these FCC licenses at the time of contribution was reflected as a contribution receivable and a reduction of partners’ capital. On October 31, 2010, the transfer of legacy AWS FCC spectrum licenses contributed to the Partnership was completed. The legacy AWS spectrum licenses had a carrying value of $42,055 at the date of transfer.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reflected in the financial statements and accompanying notes. The Partnership bases its estimates on experience, where applicable and other assumptions management believes are reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions. Estimates are used when accounting for items such as revenues, allowance for doubtful accounts, useful lives of property, plant and equipment, asset impairments, inventory reserves and evaluation of minimum lease terms for operating leases.

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Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Revenue Recognition

The Partnership earns service revenues by providing access to its wireless network (access revenue) and for usage of its wireless system (airtime revenue). Customers are associated with the Partnership based on assigned mobile phone numbers. Access revenue from postpaid customers is billed either in advance or arrears and recognized ratably over the service period. Airtime revenue, including roaming revenue and long-distance revenue, is billed in arrears based on minutes of use and is recognized when the service is rendered. Service revenue also includes data usage revenue, which is also billed in arrears, and is based upon either number of messages or kilobytes used and is recognized when the service is rendered. Other data revenue related to downloadable content, such as ringtones and games, is recognized when the data content is delivered to the subscriber’s device. Prepaid airtime sold to customers and revenue collected from pay-in-advance customers is recorded as deferred revenue prior to the commencement of services, and revenue is recognized when airtime is used or expires. Access and airtime services provided are billed throughout the month according to the bill cycle in which a particular subscriber is placed. As a result of bill cycle cutoff times, the Partnership is required to make estimates for service revenues earned but not yet billed at the end of each month, and for advanced billings. Estimates for access revenues are based upon the most current bill cycle revenues. Estimates for airtime revenues are based upon actual minutes/messages/kilobytes of use.

Certain rate plans include a rollover feature whereby unused anytime minutes do not expire each month but rather are available, under certain conditions, for future use for a period not to exceed one year from the date of purchase. The Partnership defers revenue based on an estimate of the portion of unused minutes expected to be utilized prior to expiration. Historical subscriber usage patterns, which have been consistent and which management views to be reliable for purposes of gauging predictive behavior, allow the Partnership to estimate the number of unused minutes to be utilized, as well as those which are likely to expire or be forfeited. No deferral of revenue is recorded for the minutes expected to expire or be forfeited, as no future performance is expected to be required by the Partnership, nor is there any obligation to refund or redeem for value expired minutes. The balance of the deferral as of June 30, 2011 and December 31, 2010, was $1,209 and $1,616, respectively, and has been included in “Advanced billing and customer deposits” in the accompanying balance sheets.

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Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Service revenues include revenues from Partnership customers who roam outside their selected home coverage area, referred to as “incollect” roaming revenues, and revenues from affiliates and other wireless carriers for roaming by their customers on the Partnership’s network, referred to as “outcollect” roaming revenues. See Note 6.

The Partnership offers data and other enhanced services including caller ID, call waiting, call forwarding, three-way calling, no answer/busy transfer, text messaging, and voicemail. Generally, these enhanced features generate additional service revenues through monthly subscription fees or increased wireless usage through utilization of the features. Other optional services, such as mobile-to-mobile calling, roadside assistance, and handset insurance, may also be provided for a monthly fee. These enhanced features and optional services may be bundled with package rate plans or sold separately. Revenues for enhanced services and optional features are recognized as earned. Service revenues also include billings to the Partnership’s customers for Universal Service Fund and other regulatory fees. Revenues are presented net of any sales taxes collected from customers and remitted to governmental authorities.

Certain data roaming activity occurs for which the Partnership recognizes substantially all data revenue by applying a bill-and-keep methodology. The bill-and-keep method is a common and accepted pricing practice in the telecommunications industry whereby parties agree to carry each others’ traffic on a reciprocal basis at no charge. No revenue related to data roaming activity is allocated between the Partnership and other AT&T Mobility markets. The Partnership recognizes revenue for all charges to its customers for data services provided. See Note 6.

Equipment sales consist principally of revenues from the sale of wireless handsets and accessories to new and existing customers and to agents and other third-party distributors. Equipment revenues and expenses are recorded to the Partnership using both direct and allocated methods depending upon the sales channel. The revenue and related expenses associated with the sale of wireless handsets and accessories through the Partnership’s indirect sales channels are recognized when the products are delivered and accepted by the agent or third-party distributor and probability of collection is likely, as this is considered to be a separate earnings process from the sale of wireless services. Shipping and handling costs for wireless handsets sold to agents and other third-party distributors are classified as costs of equipment sales.

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Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

The Partnership determined the sale of wireless services through its direct sales channels with an accompanying handset constitutes a revenue arrangement with multiple deliverables. The Partnership accounts for these arrangements as separate units of accounting, including the wireless service and handset. Arrangement consideration received for the handset is recognized as equipment sales when the handset is delivered and accepted by the subscriber. Arrangement consideration received for the wireless service is recognized as service revenues when earned. As the nonrefundable, up-front activation/upgrade fee charged to the subscriber does not meet the criteria as a separate unit of accounting, the Partnership allocates the additional arrangement consideration received from the activation/upgrade fee to the handset (the delivered item) to the extent the aggregate handset and activation/upgrade fee proceeds do not exceed the fair value of the handset. Any activation/upgrade fees not allocated to the handset are deferred upon activation and recognized as service revenue on a straight-line basis over the estimated customer relationship period. The Partnership determined the sale of wireless services through its indirect sales channels does not constitute a revenue arrangement with multiple deliverables. For indirect channel sales, the Partnership defers nonrefundable, up-front activation/upgrade fees and associated costs to the extent of the related revenues. These deferred fees and costs are amortized on a straight-line basis over the estimated customer relationship period. The Partnership has recorded deferred revenues and deferred expenses of equal amounts in the balance sheets. As of June 30, 2011 and December 31, 2010, deferred revenues and expenses were $4,649 and $4,604, respectively.

Taxes

As the Partnership is not a taxable entity for federal income tax purposes, the results of its operations are included in the federal tax returns of the partners. Accordingly, federal income taxes are not reflected in the financial statements. The Partnership is subject to state franchise taxes for its operations in the state of Kentucky and city income taxes for its operations in certain jurisdictions in the state of Ohio. Such amounts are not material for the six months ended June 30, 2011 and the year ended December 31, 2010.

Statements of Cash Flows

For purposes of the statements of cash flows, the Partnership considers “Due from AT&T Mobility” to be cash equivalents. See Note 6.

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Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Accounts Receivable

Accounts receivable consist principally of trade accounts receivable from customers and are generally unsecured and due within 30 days. Credit losses relating to these receivables consistently have been within management’s expectations. Expected credit losses are recorded as an allowance for doubtful accounts in the balance sheets. Estimates of expected credit losses are based primarily on write-off experience, net of recoveries, and on the aging of the accounts receivable balances. The collection policies and procedures of the Partnership vary by credit class and payment history of customers.

Inventories

Inventories consist principally of wireless handsets and accessories and are valued at the lower of cost or market value. Market value is determined using replacement cost. The Partnership maintains inventory valuation reserves for obsolescence and slow moving inventory. These reserves are determined based on analysis of inventory aging.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. The cost of additions and substantial improvements is capitalized. Interest expense incurred during the construction phase of the Partnership’s wireless network is capitalized as part of property, plant and equipment until the projects are completed and the assets are ready for their intended use. The cost of maintenance and repairs is charged to operating expenses. Property, plant and equipment are depreciated using the straight-line method over their estimated useful lives. Leasehold improvements, including cell site acquisition and other site construction improvements, are depreciated over the shorter of their estimated useful lives or lease terms that are reasonably assured. Depreciation lives may be accelerated due to changes in technology or other industry conditions. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized and included in “Cost of services.”

11

Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Intangible Assets

Intangible assets consist of customer relationships and FCC spectrum licenses. While FCC licenses are issued for only a fixed time (generally ten years), renewals of FCC licenses have occurred routinely and at nominal cost. Moreover, the Partnership determined there are currently no legal, regulatory, contractual, competitive, economic or other factors limiting the useful lives of its FCC licenses and therefore treats the FCC licenses as indefinite-lived intangible assets. The Partnership believes it will be able to meet all requirements necessary to secure renewal of its wireless licenses. AT&T Mobility holds additional FCC spectrum licenses that are used by the Partnership to provide wireless communications services. Through June 30, 2011, AT&T Mobility has not charged the Partnership for use of these additional licenses.

The Partnership tests its FCC licenses for impairment on an annual basis. FCC licenses will also be tested between annual tests if events or changes in circumstances indicate that the assets might be impaired. These events or circumstances would include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. The carrying value of the FCC licenses at June 30, 2011 and December 31, 2010 was $42,055.

Customer relationship intangible assets are amortized over five to seven years using an accelerated sum-of-the-months-digits amortization method. Gross customer relationship intangible assets were $1,116 at June 30, 2011 and December 31, 2010. Accumulated amortization was $852 and $769 at June 30, 2011 and December 31, 2010, respectively. Amortization expense was $83 and $199 for the six months ended June 30, 2011 and for the year ended December 31, 2010, respectively. Amortization expense for the remaining six months ending December 31, 2011, is estimated to be $72.

12

Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Amortization expense for the years ending December 31, 2012 through 2014 is estimated to be as follows:

	Amortization Expense
2012	$	111
2013	62
2014	19
Total amortization expense	$	192

Valuation of Long-Lived Assets

Long-lived assets, including property, plant and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. It is reasonably possible these assets could become impaired as a result of technological or other industry changes. In analyzing potential impairment, the Partnership uses projections of future cash flows from the asset group. If the total of the expected future undiscounted cash flows from the asset group the Partnership intends to hold and use is less than the carrying amount of the asset group, a loss is recognized for the difference between the fair value and carrying amount of the asset group. The asset group to be held and used represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. For assets the Partnership intends to dispose of, a loss is recognized if the carrying amount of the assets in the disposal group is more than fair value, net of the costs of disposal. The Partnership principally uses the discounted cash flow method to estimate the fair value of its long-lived assets. The discount rate applied to the undiscounted cash flows is consistent with the Partnership’s weighted-average cost of capital. The cash flow projections are based on the Partnership’s views of forecasted growth rates, anticipated future economic conditions, appropriate discount rates relative to risk and estimates of residual values. The Partnership periodically evaluates the useful lives of its wireless network equipment and other equipment based on technological and other industry changes to determine whether events or changes in circumstances warrant revisions to the useful lives.

13

Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Asset Retirement Obligations

The Partnership has certain legal asset retirement obligations related to network infrastructure, principally tower assets. These legal obligations include obligations to remediate leased land on which the Partnership’s network infrastructure assets are located. The significant assumptions used in estimating the Partnership’s asset retirement obligations include the following: a probability, depending upon the type of operating lease, that the Partnership’s assets with asset retirement obligations will be remediated at the lessor’s directive; expected settlement dates that coincide with lease expiration dates plus estimates of lease extensions; remediation costs indicative of what third-party vendors would charge the Partnership to remediate the sites; expected inflation rates consistent with historical inflation rates; and credit-adjusted risk-free rates that approximate AT&T Mobility’s incremental borrowing rates. The Partnership’s asset retirement obligations are not material.

Advertising Costs

Costs for advertising, including amounts allocated from AT&T Mobility, are expensed as incurred. Total advertising expenses were $12,355 and $25,545 for the six months ended June 30, 2011, and for the year ended December 31, 2010, respectively.

Operating Leases

Rent expense is recorded on a straight-line basis over the initial lease term and those renewal periods that are reasonably assured. The difference between rent expense and rent paid is recorded as deferred rent and is included in “Accounts payable” and “Noncurrent deferred rent” in the balance sheets.

Financial Instruments

The carrying amounts of due from AT&T Mobility, accounts receivable, accounts payable, accrued liabilities, advanced billing and customer deposits and other current liabilities are reasonable estimates of their fair values due to the short-term nature of these instruments.

14

Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Comprehensive Income

Comprehensive income for the Partnership is the same as net income for all years presented.

Subsequent Events

In preparing the accompanying audited financial statements, management reviewed all known events that have occurred after December 31, 2010, and through February 24, 2011, the date the financial statements were available for issuance, for inclusion in the financial statements and footnotes.

Recent Accounting Pronouncements

Presentation of Comprehensive Income. In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, Presentation of Comprehensive Income, which will no longer allow the presentation of the components of other comprehensive income in the consolidated statements of changes in stockholders’ equity or footnotes for interim reporting. For reporting periods beginning after December 31, 2011, ASU 2011-05 requires presentation of other comprehensive income in combination with, or directly following the consolidated statements of income. In December 2011, ASU 2011-05 was amended to delay the proposed identification of reclassification adjustments in the consolidated statements of income. The Partnership’s management does not anticipate ASU 2011-05 will have a material impact on its financial statements or footnote disclosures.

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Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

3. Property, Plant and Equipment

Property, plant and equipment is summarized as follows:

	Estimated
	Useful Life	June 30		December 31
	in Years	2011		2010
		(Unaudited)
Land, buildings and building improvements	10-25	$	117,864	$	109,614
Operating and other equipment	3-10	274,686		262,217
Furniture and fixtures	10	4,464		4,434
Construction-in-progress	–	12,353		19,132
		409,367		395,397
Less accumulated depreciation		211,116		194,634
Property, plant and equipment, net		$	198,251	$	200,763

The Partnership’s cellular/PCS network is currently equipped with the following digital transmission technologies: Global System for Mobile Communication (GSM) in all areas
and Universal Mobile Telecommunications System (UMTS)/High Speed Packet Access (HSPA) in select areas.

The net book value of assets recorded under capital leases was $0 at June 30, 2011 and December 31, 2010. Amortization of assets recorded under capital leases is included in depreciation expense. Capital lease additions for the six months ended June 30, 2011, and for the year ended December 31, 2010 were $0 and $862, respectively. Capital leases related to communications towers and capital lease additions and adjustments are non-cash activities for purposes of the statements of cash flows.

16

Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

3. Property, Plant and Equipment (continued)

During 2010, the Partnership’s collocation leases, which were previously accounted for as capital leases, were amended such that certain terms were modified, including future lease amendment and rent escalator provisions. These modifications resulted in new leases for accounting purposes which were determined to be operating lease agreements. Accordingly, the Partnership removed all capital lease assets and related capital lease obligations from its balance sheet and recorded a deferred gain in the amount of $19,955. The gain is amortized on a straight-line basis over the lease term of the new operating leases and resulted in a $678 and $320 reduction of “Cost of services” in the accompanying 2011 and 2010 statements of operations.

Depreciation expense for the six months ended June 30, 2011, and for the year ended December 31, 2010 was $19,375 and $37,762, respectively.

4. Accrued Liabilities

Accrued liabilities are summarized as follows:

	June 30		December 31
	2011		2010
	(Unaudited)
Taxes, other than income	$	713	$	577
Accrued fixed asset purchases	–		–
Other	363		90
Total accrued liabilities	$	1,076	$	667

17

Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

5. Concentration of Risk

The Partnership relies on local and long-distance telephone companies and other companies to provide certain communications services. Although management believes alternative vendors could be found in a timely manner, any disruption of these services could potentially have an adverse impact on operating results.

The Partnership relies on AT&T Mobility or its affiliates’ roaming agreements with other wireless carriers to permit the Partnership’s customers to use other wireless carriers’ networks in areas not covered by the Partnership’s networks or by AT&T Mobility’s or its affiliates’ networks. If these other carriers decide not to continue those agreements due to a change in ownership or other circumstances, a loss of service in certain areas and possible loss of customers could occur.

AT&T Mobility maintains contracts with multiple vendors to supply its handset inventory and network infrastructure equipment, which are important components of its operations. If the suppliers are unable to meet AT&T Mobility’s needs as it continues to build out and upgrade its network infrastructure, or restore service after an outage, and sell service and handsets, delays and increased costs in the expansion of the Partnership’s network infrastructure or losses of potential customers could result, which would adversely affect operating results. Financial instruments that could potentially subject the Partnership to credit risks consist principally of trade accounts receivable. Concentrations of credit risk with respect to these receivables are limited due to the composition of the customer base, which includes a large number of customers. No single customer accounted for more than 10% of revenues in any year presented, except for AT&T Mobility and its affiliates which were provided roaming services by the Partnership. See Note 6.

6. Related-Party Transactions

Due From AT&T Mobility

The Partnership’s short-term cash surplus, if any, is swept on a daily basis pursuant to the terms of a Master Revolving Credit Note effective January 1, 2010, between the Partnership and AT&T Mobility, and is held in an account maintained by AT&T Mobility. The Partnership’s cash needs in excess of any short-term cash surplus are met through short-term loans from AT&T Mobility. The June 30, 2011, and December 31, 2010 statements of operations include net interest income in “Other, net” of $56 and $151, respectively, related to this arrangement.

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Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

6. Related-Party Transactions (continued)

On January 1, 2010, the Master Revolving Credit Note dated October 26, 2004 was replaced with a new Master Revolving Credit Note executed with an effective date of January 1, 2010. Under the new agreement, the interest rate is equal to the six-month LIBOR rate and is reset on the first day of January and July of each calendar year. The interest rate was 0.45594% for the first half of 2011. The interest rates were 0.43438% and 0.75250% for the first half of 2010 and the second half of 2010, respectively.

Allocations

AT&T Mobility performs services on behalf of the Partnership, which include network operations, customer service, finance and accounting, information technology and sales and marketing. Such services are charged to the Partnership at AT&T Mobility’s cost and are allocated primarily based on end of period subscribers, network usage, gross customer additions and customer service call volumes. Allocation factors are modified periodically to align costs with services received, the impacts of which are recorded as a change in estimate and recognized prospectively in the statements of operations. The statements of operations for the six months ended June 30, 2011 and for the year ended December 31, 2010 include cost of services of $34,319 and $22,173, respectively, and selling, general and administrative expenses of $47,534 and $92,384, respectively, allocated from AT&T Mobility. Management believes the allocations are reasonable.

Other Affiliated Costs

In addition to the allocations described above, the statements of operations for the six months ended June 30, 2011, and the year ended December 31, 2010, include expenses of $3,276 and $33,098, respectively, in “Cost of services” and expenses of $810 and $1,722, respectively, in “Selling, general and administrative” related to services provided by various affiliates of AT&T Mobility, such as telecommunications costs and commissions expense.

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Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

6. Related-Party Transactions (continued)

Intracompany Voice Roaming

The Partnership is operated as part of a single wireless system in connection with certain other affiliated wireless systems outside of the Partnership’s market. The Partnership earned outcollect revenue from affiliated entities, included in “Service revenues,” of $49,309 and $90,651 for the six months ended June 30, 2011, and for the year ended December 31, 2010, respectively, for wireless services provided to customers from other affiliates. The Partnership was charged incollect expense by affiliated entities, included in “Cost of services,” of $45,677 and $82,093 for the six months ended June 30, 2011, andfor the year ended December 31, 2010, respectively, for wireless service provided to the Partnership’s customers by other affiliates.

Data Cost Sharing

The Partnership incurs costs in delivering data services to other AT&T Mobility affiliates’ customers over the Partnership’s network. Additionally, other AT&T Mobility affiliates incur costs in delivering data services to the Partnership’s customers over their networks.

Beginning in July 2010, the Partnership implemented a process whereby these costs are allocated between AT&T Mobility affiliates and are reflected as either an increase or decrease in cost of services depending on the respective affiliates’ customer data usage volumes. This process change occurred when the General Partner developed the billing system enhancements needed to identify affiliate data usage. The amounts allocated are based upon a rate per data kilobyte which was determined through an analysis of operating expenses associated with providing a data kilobyte. For the six months ended June 30, 2011and the year ended December 31, 2010, the Partnership recorded $311 in net data usage expense and $40 in net data usage expense reductions, respectively, which are reflected in “Cost of services.” Prior to July 2010, data usage costs were not allocated between affiliates.

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Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

7. Leases

The Partnership entered into operating leases for facilities and equipment used in operations. See Note 8 for separate discussion of spectrum leases. These leases typically include renewal options and escalation clauses. In general, ground and collocation leases have initial terms or current terms of between eight and fifteen years with three renewal terms of five to seven years each.

Rental expense under operating leases for the six months ended June 30, 2011, and for the year ended December 31, 2010, was $13,214 and $17,702, respectively.

The following table summarizes the approximate future minimum rentals under noncancelable operating leases, including renewals that are reasonably assured, in effect at December 31, 2010:

	Operating Leases
2011	$	21,868
2012	22,607
2013	23,316
2014	23,780
2015	24,122
Thereafter	220,325
Total minimum payments	$	336,018

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Cincinnati SMSA Limited Partnership

Notes to Financial Statements (continued)

8. Spectrum Agreement

On March 11, 2010, the Partnership entered into an agreement with New Cingular Wireless PCS,

LLC, the General Partner, to lease certain 850MHz spectrum in Muskingum, Hocking and Perry

counties in Ohio. In exchange for the right to use the leased spectrum, the Partnership agreed to

pay the amount of $707 per year for the term of the lease, payable no less frequently than yearly.

The lease agreement may be terminated by the Partnership or the General Partner with 30 days

notice. The rights and obligations created under the spectrum lease agreement shall continue for

an initial term that will continue until the expiration date for the applicable FCC licenses, which

expire on October 1, 2011. Unless terminated earlier, and subject to renewal of the licenses by

the FCC, the agreement shall automatically renew for successive lease terms until the ninety

-ninth anniversary of March 11, 2010. Spectrum lease expense is reflected in “Cost of services”

and was $353 and $570 for the six months ended June 30, 2011 and for the year ended

December 31, 2010, respectively.

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