10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________

FORM 10-K

________________________________________________________________________

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

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

Commission 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 ☑    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 ☑

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 ☑    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 ☑     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. ☑   

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 ☑ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☑

The aggregate market value of the voting shares held by non-affiliates of the registrant was $2,218,200,540, computed by reference to the closing sale price of the stock on the New York Stock Exchange on June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter.

At January 31, 2018, there were 91,618,405 common shares outstanding, excluding amounts held in treasury of 870,800.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the Annual Meeting of Shareholders to be held on April 25, 2018 are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

PART I		Page
Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5
Item 4A.	Executive Officers of the Registrant	5
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 8.	Financial Statements and Supplementary Data	9
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	22
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	24
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24
Item 14.	Principal Accounting Fees and Services	24
PART IV
Item 15.	Exhibits, Financial Statement Schedule	25
	Signatures	27

Convergys Corporation 2017 Annual Report 1

SAFE HARBOR STATEMENT

Private Securities

Litigation Reform Act of 1995

Safe Harbor Cautionary Statement

This report and the documents incorporated by reference herein contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, that are based on the current expectations, estimates and projections of Convergys Corporation (we, the Company or Convergys). Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements and may be identified by words such as “believes,” “expects,” “intends,” “could,” “should,” “will,” “plans,” “anticipates” and other similar words. These statements discuss our projections and expectations and actual results may differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. The Company has no current intention to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Important factors that may affect these forward-looking statements include, but are not limited to: adverse effects of our Board of Directors’ search for a new Chief Executive Officer, including the risk that a protracted search could affect our ability to attract and retain clients and employees; the future financial performance or outsourcing trends of our largest clients and the major industries that we serve, including continued volatility in volumes with certain of our largest communications and technology clients; contractual provisions that may limit our profitability or enable our clients to reduce or terminate services; the loss of a significant client or significant business from a client; our failure to successfully acquire and integrate businesses; our inability to protect proprietary or personally identifiable data against unauthorized access or unintended release; the effects of complying with the European Union’s General Data Protection Regulation, the Philippines’ Data Privacy Act and other jurisdiction-specific data privacy requirements, including increased expenses, operational and contractual changes, and diversion of resources; our inability to maintain and upgrade our technology and network equipment in a timely and cost effective manner; business and political risks related to our global operations, including ongoing political developments in the Philippines, uncertainty regarding the impact of Britain’s vote to leave the European Union (Brexit) or other similar actions by European Union member states, and economic weakness and operational disruption as a result of natural events, political unrest, war, terrorist attacks or other civil disruption; the effects of foreign currency exchange rate fluctuations, including if the U.S. dollar strengthens relative to the euro, British pound, Australian dollar or the Canadian dollar; the failure to establish appropriate tax provisions for uncertain future tax liabilities, changes in tax law, regulations or regulatory guidance that increase our future tax liabilities, including regulations implementing the Tax Cuts and Jobs Act, or the unfavorable resolution of tax contingencies; the adverse effects of regulatory requirements or changes thereto, investigative and legal actions, and other commitments and contingencies; costs associated with conversions of our convertible debentures that may occur from time to time; our inability to effectively manage our contact center capacity or attract and retain employees at competitive wages; volatility in financial markets, including fluctuations in interest or exchange rates; and other risks that are described under “Risk Factors” in Part I, Item 1A of this report. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements.

Convergys Corporation 2017 Annual Report 2

PART I

ITEM 1. BUSINESS

OVERVIEW

Convergys Corporation is a global leader in customer experience outsourcing, focused on bringing value to our clients through every customer interaction. We provide integrated agent, analytics and technology solutions with operational excellence that we believe deliver superior care, support and business growth for our clients on a global scale. Convergys has approximately 115,000 employees working in 33 countries, interacting with our clients’ customers in 58 languages. As the second-largest global provider in our industry, Convergys has a history of commitment and dedication to excellence in serving many of the world’s largest brands. Our business model allows us to deliver consistent, quality service, at scale in the geographies and channels that meet our clients’ business needs. We proactively partner to solve client business challenges through our account management model. Our geographic footprint and comprehensive capabilities help leading companies create brand-differentiated customer experiences across all interaction channels, such as voice, mobile, text, chat, social media, email and interactive voice response, to generate revenue and reduce their cost to serve. We are a well-capitalized leader in our market and are able to invest in the services, technology, and analytics that matter to our clients and their customers.

OUR BUSINESS

We partner with our clients to improve customer loyalty, reduce costs, and generate revenue through an extensive portfolio of capabilities, including customer care, analytics, technical support, collections, home agent, and end-to-end selling. Our teams use customer experience insights to serve leading brands across industries including communications and media, technology, financial services, retail, healthcare, government and travel and hospitality. Convergys strives to deliver world-class customer experiences that reduce effort, speed resolution and optimize outcomes and make great experiences happen for our clients and their customers. We understand that our clients have individual business needs and that customer interactions in an increasingly multi-channel environment can be complicated. Our goal is to solve the complexities and deliver unparalleled customer experiences on behalf of our clients.

We believe our global clients benefit from our worldwide workforce located in key geographies, including the United States, the Philippines, India, Germany, the United Kingdom, Canada, Tunisia, Costa Rica, the Dominican Republic, Colombia, Egypt, France, Ireland, Italy, Poland, Romania, China, Malaysia, El Salvador, Honduras, Nicaragua, Bulgaria, Hungary, the Netherlands, Spain, Sweden, Australia, Brazil, Indonesia, Mauritius, Singapore, South Africa, and the United Arab Emirates. Our 2016 acquisition of buw significantly expanded the Company’s presence in the growing German contact center market. The geographic information included in Note 17 of the Notes to Consolidated Financial Statements is incorporated by reference in this Item 1.

Our 30+ years of experience and unique mix of agents, analytics and technology allow us to support our clients as they balance their priorities to grow revenue, improve customer satisfaction, and reduce costs. Our agents provide a range of customer experience outsourcing services delivered via any channel or device. We provide solutions across the customer lifecycle, including:

• Sales

• Customer Service

• Technical Support

• Customer Retention

• Collections

• Security, Compliance, and Fraud

Our innovative omni-channel contact center technology solutions include:

• Omni-channel Interaction Solutions (Intelligent Self-Service, Voice, Chat, Social, Messaging, Email and Knowledge Management)

• Cross-Channel Integration Framework

• Real-Time Decisioning Engine

• Robotic Process Automation

• Intelligent Notifications

• Campaign Management

• Personalized Care

• Personalized Selling

• Agent Productivity

• Retention

We have a dedicated team of professionals to deliver data-driven insights to improve the customer experience through analytics and consulting, and software solutions, including:

• Enterprise Feedback Management/Multi-channel

• Voice of Customer Software

• Integrated Customer Experience Analytics

• Post-Contact Surveys

• Relational Loyalty Research

• Customer Segmentation and Profiling

• Call Elimination Analysis

• Analysis of Customer Effort

• Digital Channel Optimization

• Integrated Contact Center Analytics

STRATEGY

Our strategy is to build on our leading position in customer experience outsourcing through investments in voice and digital capabilities that matter most to clients in a rapidly changing market. It is through this approach that we will leverage our strong financial position to drive long-term value for our clients and shareholders.

Build on a Leading Market Position to Grow With Our Loyal and Expanding Client Base

The Company’s primary focus is on growth with multinational corporations and other large companies in the communications and media, technology, financial services, retail, healthcare, government, travel and hospitality and other vertical markets. Convergys intends to build deeper, more strategic relationships to compete for additional market share, expand business with existing clients and further penetrate under-served verticals through pursuit of new clients.

Capitalize on Industry Trends by Investing in Quality, Capability and Clients

We believe we are well positioned to benefit from several trends in the Customer Management industry, including demand for full life-cycle voice and digital customer engagement, increasing customer contact complexity, vendor consolidation and global delivery. To capitalize on these trends, the Company invests in a combination of analytics and digital technologies, global quality delivery, comprehensive solutions, and close client engagement.

Full Lifecycle Voice and Digital Customer Engagement

Clients want partners that offer a breadth and depth of voice and digital capabilities and the flexibility to make rapid adjustments to the services they provide to their customers. To meet these changing client needs, Convergys invests in its people, analytics and technology capabilities to support the full customer life-cycle of contact types from sales and customer service to technical support, retention, and collections.  

Increasing Customer Management Complexity

As digital technology and channels become more pervasive, customer management becomes increasingly more complex and difficult. Convergys continuously invests in its global operating model to attract and retain the right talent that is trained and supported by the right tools and information to handle these complex customer contacts in a quality manner, at scale, regardless of location.

Vendor Consolidation

Increasingly, clients seek to drive efficiencies and a consistent customer experience by concentrating outsourced operations with a smaller number of strategic partners. Convergys invests in account management to ensure close client engagement to better understand unique client needs. We have also invested in a breadth of capabilities and delivery geographies to enable us to win additional share with clients as they seek to consolidate their volume with fewer vendors.

Global Delivery at Scale

Clients demand a seamless customer experience across multiple channels and geographies. Convergys invests in global capacity through our contact centers and home agent solution to provide the right services, including language support, to better serve customers and drive the quality delivery and value our clients demand around the world.

Utilize Financial Strength to Invest in Strategic Growth, Return Capital to Investors

Convergys historically has demonstrated an ability to generate strong operating cash flow, which allows it to both invest in strategic growth and return capital to investors. The Company expects to continue to follow its disciplined capital deployment strategy consisting of selective pursuit of acquisitions, focusing on diversity of clients, capabilities and countries, and return of capital to investors through share repurchases and a quarterly dividend.

Additional Company Information

Convergys was formed as an Ohio corporation in 1998. The Company maintains a website at www.convergys.com. Information about the Company is available on the website, free of charge, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). The Company’s website and the information contained therein are not incorporated by reference into this annual report. You may read and copy any materials the Company files with the SEC at the SEC’s public reference room at 100 F Street NE, Washington, DC 20549. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The Company has a Code of Business Conduct that applies to all employees as well as our Board of Directors; a Financial Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and certain other senior officers; and Governance Principles for our Board of Directors.

The Code of Business Conduct, Financial Code of Ethics and Governance Principles, as well as the charters for the Audit Committee, Compensation and Benefits Committee, and Governance and Nominating Committee of our Board of Directors, are posted on the Corporate Governance page of our website at www.convergys.com. The Company will post on our website any amendments to, or waivers of, the Code of Business Conduct and Financial Code of Ethics. Copies of these documents also will be provided free of charge upon written request directed to Investor Relations, Convergys Corporation, 201 East Fourth Street, Cincinnati, Ohio 45202.

CLIENTS

We derive significant revenues from AT&T Inc. (AT&T), our largest client. Revenues from AT&T (including DIRECTV Group, Inc. in all years) were 16.8%, 20.5%, and 21.3% of our consolidated revenues for 2017, 2016 and 2015, respectively. No other client accounted for more than 10% of our consolidated revenues for 2017, 2016 or 2015. Volumes with individual clients are earned under multiple contracts and are subject to variation based on, among other things, general economic conditions, client outsourcing trends, geographical mix of where services are provided and seasonal patterns in our clients’ businesses.

We focus on developing long-term, strategic relationships with large companies in customer-intensive industries. We focus on these types of clients because of the complexity of services required, the anticipated growth of their market segments and their increasing need for more cost-effective customer management services.

OPERATIONS

We operate 140 contact centers averaging approximately 76,000 square feet per center. We have approximately 98,700 production workstations and provide service 24 hours a day, 365 days a year. Our workforce is located throughout the world, including the United States, the Philippines, India, Germany, the United Kingdom, Canada, Tunisia, Costa Rica, the Dominican Republic, Colombia, Egypt, France, Ireland, Italy, Poland, Romania, China, Malaysia, El Salvador, Honduras, Nicaragua, Bulgaria, Hungary, the Netherlands, Spain, Sweden, Australia, Brazil, Indonesia, Mauritius, Singapore, South Africa, and the United Arab Emirates. Our global operating model seeks to deliver a consistent customer experience regardless of where the service is provided. We establish new contact centers as needed to accommodate anticipated growth in business or in response to a specific customer need.

Our contact centers can employ a broad range of technology, including digital switching, intelligent call routing and tracking, proprietary workforce management systems, case management tools, proprietary software systems, computer telephony integration, interactive voice response, advanced speech recognition, web-based tools and relational database management systems. Our use of technology enables us to improve our voice, chat, web and e-mail handling and personnel scheduling, thereby increasing our efficiency and enhancing the quality of the services we deliver to our clients and their customers. We are able to respond to changes in client call volumes and manage call volume traffic based on agent availability. Additionally, we can use this technology to collect information concerning the contacts, including number, response time, duration and results of the contact and report the information to the client on a periodic basis for purposes of monitoring quality of service and accuracy of billing.

We operate a distributed data processing environment that can integrate call center data servers and databases with two primary data centers in Orlando, Florida and Cincinnati, Ohio, comprising, in total, approximately 90,000 square feet of space. Our technologically advanced data centers provide 24 hours a day, 365 days a year availability (with redundant power and communication feeds and emergency power back-up) and are designed to withstand most natural disasters.

The capacity of our data center and contact center operations, coupled with the scalability of our customer management solutions, enable us to meet the changing needs of large-scale and rapidly growing companies and government entities. By employing the scale and efficiencies of common application platforms, we can provide client-specific enhancements and modifications without incurring many of the costs of a full custom application, which positions us as a value-added provider of customer support products and services.

TECHNOLOGY, RESEARCH AND DEVELOPMENT

We will continue to emphasize the design, development and deployment of scalable customer management solutions. Our success depends, in part, on the technology we use in the delivery of services to clients. As a result, we intend to continue to invest in the enhancement and development of advanced contact center technology.

Our intellectual property consists primarily of business methods and software systems. To protect our proprietary rights, we rely primarily on a combination of U.S. and foreign copyright, trade secret and trademark laws; confidentiality agreements with employees and third parties; and contractual protections contained in licenses and other agreements with consultants, suppliers, strategic partners and clients.

We own 106 patents, which protect certain technology and business methods that we use to manage our internal systems and processes effectively and we believe give us competitive advantages in developing innovative technologies to provide customer management services to our clients. Our existing patents were issued between January 2001 and January 2017 and generally have a life of 20 years. Additional applications for U.S. patents currently are pending.

Our name and logo are protected by their historic use and by trademarks and service marks that are registered or pending in the U.S. Patent and Trademark Office and under the laws of more than 82 foreign countries.

EMPLOYEES

As of December 31, 2017, we employed approximately 115,000 employees across the globe. Our clients benefit from our worldwide workforce located in the United States, the Philippines, India, Germany, the United Kingdom, Canada, Tunisia, Costa Rica, the Dominican Republic, Colombia, Egypt, France, Ireland, Italy, Poland, Romania, China, Malaysia, El Salvador, Honduras, Nicaragua, Bulgaria, Hungary, the Netherlands, Spain, Sweden, Australia, Indonesia, Mauritius, Singapore, South Africa, and the United Arab Emirates.

COMPETITION

The market in which we operate is highly competitive. We compete based on quality of service, breadth and depth of capabilities, scope of geographic reach, price, and timely and flexible service. Our primary competitors include other customer management companies, such as Atento SA (ATTO), Conduent Inc. (CNDT), Sykes Enterprises Inc. (SYKE), Synnex Corporation (SNX), Teleperformance (RCF), TeleTech Holdings Inc. (TTEC) and Alorica. In addition, niche providers or new entrants can enter the market by developing new systems or services that could impact our business. We also compete with in-house alternatives to customer management outsourcing at certain of our clients.

Convergys Corporation 2017 Annual Report 3

ITEM 1A. RISK FACTORS

Changes in the volume, geographic location and type of outsourcing services demanded by our clients may adversely affect our business, results of operations and financial condition.

Our revenues depend, in large part, on the volume, geographic location and type of outsourcing services demanded. Outsourcing involves companies contracting with a third party, such as Convergys, to provide customer management services rather than performing such services in-house. Customer management services can be provided in different geographies and through different service channels. While we have the capacity to provide multi-channel services in countries across the globe, changes in the type of services utilized and the geographic location where the services are provided can impact our revenues and profitability. There can be no assurance that the current demand for outsourcing will continue or grow, that organizations will not elect to perform such services in-house, or that clients will not elect to move outsourcing services to lower-cost or lower-margin geographies or customer contact channels.

During 2017, we experienced significant fluctuations in call volumes, particularly in our communications and technology verticals, which adversely affected our revenue. In particular, certain of our largest clients shifted work to lower-cost geographies, consolidated programs or moved programs in-house, or reduced volumes through a focus on transaction automation. We expect to continue to experience volatility with certain of our largest communications and technology clients in 2018, and the shift in client demand from customer voice experience solutions toward digital customer experience solutions may increase as digital solutions become more effective at resolving customers’ needs.

Our failure to anticipate and respond successfully to changes in the demand for outsourcing services or a significant decline in the demand for outsourcing services could have a material adverse effect on our financial condition and results of operations.

Economic and market conditions in our customers’ industries may adversely affect our business, results of operations and financial condition.

Our results of operations are affected directly by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that they serve. Economic slowdowns in some markets, particularly the United States, may cause reductions in spending by our clients, which may impede our ability to maintain existing business or develop new business and adversely impact our results of operations and financial condition. Our revenues also depend on our clients’ success and the performance of their products. If our clients or their programs are unsuccessful, the amount of business that they outsource, the prices that they are willing to pay for outsourcing or the revenues generated by our contracts may decline. Conversely, our clients’ resolution of technical problems with their products or development of simpler products may result in a reduction in customer care contacts and a reduction in their demand for outsourced customer care services. A reduction in the amount of business we receive from our clients could result in stranded capacity and costs and adversely affect our business, results of operations and financial condition.

The terms of our client contracts may limit our profitability or enable our clients to reduce or terminate services that we prefer to continue.

Most of our client contracts do not have minimum volume requirements, and the profitability of each client contract or work order may fluctuate, sometimes significantly, throughout various stages of the program. Certain contracts have performance-related bonus or penalty provisions that require the client to pay us a bonus, or require us to issue the client a credit, based upon our meeting, or failing to meet, agreed-upon service levels and performance metrics. Moreover, although our objective is to sign multi-year agreements, our contracts generally allow the client to terminate the contract for convenience or reduce the amount of our services. There can be no assurance that our clients will not terminate their contracts before their scheduled expiration dates, that the volume of services for these programs will not be reduced, that we will be able to avoid penalties or earn performance bonuses for our services, or that we will be able to terminate unprofitable contracts without incurring significant liabilities. For these reasons, there can be no assurance that our client contracts will be profitable for us or that we will be able to achieve or maintain any particular level of profitability through our client contracts.

We depend on a limited number of clients for a significant portion of our revenue, and the loss of business from one or more of these clients could adversely affect our results of operations.

Our three largest clients collectively represented 29.5% of our revenue in 2017. At any given time, we typically have multiple work orders or contracts with our largest customers. Clients may have the right to terminate work orders or contracts for convenience or may have risk tolerances that limit how much business they retain with a single service provider. While we would not expect all work orders or contracts to terminate at the same time, the loss of one or more of the larger work orders or contracts with one of our largest clients could adversely affect our business, results of operations and financial condition if the lost revenues are not replaced with profitable revenues from that client or other clients.

Our business is substantially dependent on the global communications industry.

Approximately half of our revenue in 2017 was received from customers operating in the global communications industry. At times, this industry has experienced significant fluctuations in growth rates and capital investment, and predicting future performance in this industry is challenging. General economic weakness or a slowdown in the communications industry could result in a loss of business and adversely affect our revenues and earnings. In addition, the communications industry has experienced significant consolidation in recent years. If this consolidation continues, we may lose business from existing clients following a merger or acquisition, as a result of a change in our client’s outsourcing strategy or a reduction in the amount of business given to any one vendor by the client. The loss of business from one or more of our clients could have an adverse effect on our business, results of operations and financial condition if the lost revenues are not replaced with profitable revenues from other clients.

A protracted search for a new Chief Executive Officer could affect our ability to attract and retain clients and employees and have an adverse effect on our business and results of operations.

On January 25, 2018, we announced that Andrea Ayers will transition from her role as President and Chief Executive Officer following a nearly 30-year career at the Company. Our Board of Directors has initiated a search process to identify Ms. Ayers’ successor, but there can be no assurance that a skilled candidate will be identified and retained on a timely basis. The failure to complete the search successfully and promptly may adversely affect our client relationships and cause us to lose business to competitors. Our ability to attract, retain and motivate talented employees, including other members of our senior management team, may also be impaired during the search for a new Chief Executive Officer. The success of our business depends, in part, on the leadership and performance of our senior management team and key employees, and the loss of one or more of these employees could have an adverse effect on our business and results of operations.

The markets in which we operate include a large number of service providers and are highly competitive.

We operate in highly competitive markets. Many of our competitors are expanding the services they offer in an attempt to gain additional business, and clients may consider in-house options as alternatives to outsourcing. Niche providers or new entrants can enter markets by developing new systems or services that could impact our business. The opportunity for new entrants in the industry may expand as some customer care services shift from voice engagement to digital engagement. New competitors, new strategies by existing competitors or clients, alliances among competitors or mergers could result in significant market share gain by our competitors, which could have an adverse effect on our revenues.

Some of our competitors may adopt more aggressive pricing policies or provide services that gain greater market acceptance than the services that we offer or develop. Large and well-capitalized competitors may be able to better respond to the need for technological changes faster, price their services more aggressively, compete for skilled professionals, finance acquisitions, fund internal growth and compete for market share. Our customers routinely negotiate for better pricing, and we may be required to lower our pricing or extend our payment terms to respond to increased competition and pricing pressures. If our competitors are able to compete more effectively or we are forced to reduce our pricing to respond to competitive pressures, our revenues and profit margin may decline.

Our business performance and growth plans may be adversely affected if we are unable to effectively manage changes in the application and use of technology.

The use of technology in our industry has and will continue to expand and change rapidly. Increasingly, clients seek digital solutions as a suite of multi-channel customer care offerings to meet their customers’ expectations. Our future success depends, in part, upon our ability to help clients optimize adoption of digital solutions, as well as our development, acquisition and implementation of solutions that anticipate and keep pace with continuing changes in technology, industry standards and client preferences. We may incur significant expenses in an effort to keep pace with customer preferences for technology or to gain a competitive advantage through technological expertise or new technologies.

We may be unsuccessful at anticipating or responding to new developments on a timely and cost-effective basis, and our use of technology may differ from accepted practices in the marketplace. Moreover, our responses to new technology and changing client preferences may result in short-term volatility in our results of operations as we seek to further augment our digital portfolio and expand the portion of our business comprised of digital offerings. If we cannot offer new technologies as quickly or efficiently as our competitors, or if our competitors develop more cost-effective or client-preferred technologies, it could have a material adverse effect on our ability to obtain and complete customer engagements, which could adversely affect our business and growth plans.

Our pursuit of acquisitions to grow our business presents certain risks to our business and operations.

We have made, and in the future may make, acquisitions of or investments in companies, technologies or products in existing, related or new markets. Business combinations, acquisitions and investments involve numerous risks that vary depending on the scale and nature of the transaction, including, among other things, that:

• Management’s attention may be diverted from operational matters;

• The acquired businesses may fail to meet or exceed expected returns;

• Our integration of operations, systems, technologies, or employees may be ineffective or cost more than expected and impede our ability to realize anticipated synergies or other benefits or result in business interruptions and deterioration in our employee and customer relationships;

• We may have difficulty attracting, retaining and motivating employees that are necessary to successfully operate the expanded business;

• The announcement or consummation of a proposed transaction may have an adverse impact on relationships with third parties, including existing and potential clients;

• The Company’s credit rating could be downgraded, which could adversely impact our access to and cost of capital;

• We may use cash on hand or incur additional debt obligations to finance activities associated with a transaction, thereby reducing our available liquidity for general corporate or other purposes;

• The acquired businesses may be located in regions where we have not historically conducted business and subject us to new operational risks, laws, regulations, employee expectations, customs and practices;

• The management of new, more diverse and more widespread operations, projects and people, and the provision of services to new industries may present challenges;

• The acquired company’s internal financial controls, disclosure controls and procedures, and anti-corruption, human resource, and other policies or practices may be inadequate or ineffective;

• The acquisition may expose our business to commitments or liabilities that were unknown or undisclosed by the seller or for which we underestimated our potential liability;

• We may be unable or fail to appropriately scale critical resources and facilities for the business needs of the expanded enterprise; and

• We may fail to realize anticipated growth opportunities from the acquisition or existing clients may reduce the volume of services they obtain from the expanded entity following the acquisition.

The occurrence of any one or more of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or several concurrent acquisitions.

Cyberattacks or the improper disclosure or control of personal information could result in liability and harm our reputation, which could adversely affect our business.

Our business is heavily dependent upon information technology networks and systems. Internal or external attacks on those networks and systems could disrupt the normal operations of our call centers and impede our ability to provide critical services to our clients, subjecting us to liability under our contracts and damaging our reputation.

Our business also involves the use, storage and transmission of information about our employees, our clients and customers of our clients. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates that data, we could be subject to monetary damages, fines or criminal prosecution. Unauthorized disclosure of sensitive or confidential client or customer data, whether through system failure, employee negligence, fraud or misappropriation, along with unauthorized access to or through our information systems or those we develop for clients, whether by our employees or third parties, could result in negative publicity, loss of clients, legal liability and damage to our reputation, business, results of operations and financial condition.

While we take measures to protect the security of, and prevent unauthorized access to, our systems and personal and proprietary information, the security controls for our systems, as well as other security practices we follow, may not prevent improper access to, or disclosure of, personally identifiable or proprietary information. Furthermore, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services. The General Data Protection Regulation (GDPR) in Europe and the Data Privacy Act in Philippines have resulted, and will continue to result, in increased compliance costs. Our failure to adhere to or successfully implement processes in response to these and other changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace, which could have a material adverse effect on our business, financial condition and results of operations.

Interruption of our data centers and contact centers could have a material adverse effect on our business.

If we experience a temporary or permanent interruption in our operations at one or more of our data or contact centers, through natural disaster, casualty, operating malfunction, cyberattack, terrorist attack, sabotage or other causes, we may be unable to provide the services we are contractually obligated to deliver. Failure to provide contracted services could result in contractual damages or clients’ termination or renegotiation of their contracts. Although we maintain disaster recovery and business continuity plans and precautions to protect our company and our clients from events that could interrupt our delivery of services, there is no guarantee that such plans and precautions will be effective or that any interruption will not be prolonged. Any prolonged interruption in our ability to provide services to our clients for which our plans and precautions fail to adequately protect us could have a material adverse effect on our business, results of operation and financial condition.

We may be unable to effectively and efficiently deliver our services if the technology and network equipment that we rely upon is not appropriately maintained or upgraded.

Our clients, and the services we provide to our clients, are highly dependent upon the persistent availability and uncompromised security of our information technology systems. We utilize and deploy internally-developed and third-party software solutions across various hardware environments. We operate an extensive internal voice and data network that links our global sites together in a multi-hub model that enables the rerouting of voice and data across the network, and we rely on multiple public communication channels for connectivity to our clients. Maintenance of, and investment in, this technology is critical to the success of our service delivery model.

Our systems are subject to the risk of an extended interruption or outage due to many factors, including system failures, acts of nature and cyberattacks from third parties. If the reliability of our technology or our network operations falls below required service levels, or a systemic fault affects the organization broadly, we may be unable to deliver contracted services to our clients. Non-performance could result in contractual performance penalties, damage to our reputation, and the loss of business from existing and potential clients. Any one or more of these consequences could adversely impact our revenue and cash flow.

Defects or errors within software could adversely affect our business.

The software we use to conduct our business is highly complex and may, from time to time, contain design defects, coding errors or other software errors that may be difficult to detect or correct. Design defects, coding errors or other software errors may delay software introductions or operations implementations, reduce the satisfaction level of our clients, impact our operational performance or prevent us from complying with our commercial agreements and may have a material adverse effect on our business and results of operations.

In addition, because we may use third-party software to support our clients, design defects, coding or other software errors and other potential problems may be outside of our control. Although our commercial agreements may contain provisions designed to limit our exposure to potential claims and liabilities, these provisions may not effectively protect us against claims in all cases and in all jurisdictions. As a result, problems with the software we use may result in financial or other damages to our clients for which we are held responsible or cause damage to our reputation, adversely affecting our business, results of operations and financial condition.

Client consolidations could result in a loss of clients and adversely affect our business.

Many of our clients operate in industries that have experienced a significant level of consolidation. Our clients have been, and may continue to be, participants in consolidations in which they acquire additional businesses or are acquired themselves. Such consolidations may increase our dependence on a more limited number of clients or result in the termination of existing client contracts, which could have an adverse effect on our business, results of operations and financial condition.

Natural events, war, terrorist attacks, other civil disturbances and epidemics could disrupt our operations or lead to economic weakness in the countries in which we operate, resulting in decreased revenues, earnings and cash flow.

Natural events (such as floods and earthquakes), war, terrorist attacks and epidemics of contagious illnesses could disrupt our operations in the United States and abroad and could lead to economic weakness in the countries in which they occur. We have substantial operations in countries - most notably the Philippines - that have experienced severe natural events, such as earthquakes and floods, in the recent past. Weather patterns may become more volatile, and severe weather events may become more frequent or more widespread, as a result of the potential effects of climate change. Disruptions that affect our operations could cause service interruptions or reduce the quality level of the services that we provide, resulting in the payment of contractual penalties to our clients or our clients’ termination of our services, which could reduce our revenues, earnings and cash flow.

Our revenue and earnings are affected by foreign currency exchange rate fluctuations.

While most of our contracts are priced in U.S. dollars, we recognize a substantial amount of revenue under contracts that are denominated in euros, British pounds, Australian dollars and Canadian dollars. A significant increase in the value of the U.S. dollar relative to these currencies may have a material adverse impact on the value of those revenues when translated to U.S. dollars.

Additionally, we serve an increasing number of our U.S.-based clients using contact center capacity outside of the United States. Although our contracts with U.S.-based clients are typically priced in U.S. dollars, a substantial portion of our costs to deliver services under these contracts are denominated in the local currency of the country where services are provided. We also have certain client contracts that are priced in non-U.S. dollar currencies for which a substantial portion of the costs to deliver the services are in other currencies. Although we enter into hedging contracts in certain currencies to limit our potential foreign currency exposure, a significant decrease in the value of the contractual currency, relative to the currencies where services are provided, could have a material adverse impact on our operating results that are not fully offset by gains realized under our hedging contracts.

The cash we hold and our external foreign exchange contracts may be subject to counterparty credit risk.

While we monitor the creditworthiness of the institutions holding our cash, if one or more of the institutions holding our cash were to experience cash flow problems or were to become subject to insolvency proceedings, we may be unable to recover some or all of our deposited or invested cash. In addition, the counterparties to our hedge transactions are financial institutions or affiliates of financial institutions and our hedging exposure is not secured by collateral. If one or more of these counterparties becomes insolvent and fails to perform their financial obligations under our hedge transactions, our hedging arrangements may not achieve our intended results and our results of operations and cash flow may be adversely affected.

If we are unable to accurately predict our future tax liabilities or become subject to increased levels of taxation or our tax contingencies are unfavorably resolved, our results of operations and financial condition could be adversely affected.

Due to the global nature of our operations, we are subject to the complex and varying tax laws and rules of several jurisdictions and have material tax-related contingent liabilities that are difficult to predict or quantify. In preparing our financial statements, we calculate our effective income tax rate based on current tax laws and regulations and our estimated taxable income within each of these jurisdictions. The United States recently adopted tax reform legislation commonly known as the Tax Cuts and Jobs Act, which will increase our effective income tax rate by imposing a new tax regime impacting our non-U.S. operations. The U.S. tax changes also provide flexibility related to repatriating non-U.S. earnings to the United States without additional U.S. taxation, and as a result, we have changed classification of certain earnings that were previously deemed to be permanently reinvested offshore and recorded deferred tax liabilities for the associated withholding taxes. Beginning in 2018, we expect to repatriate more of our future non-U.S. earnings to the United States and will pay non-U.S. withholding taxes associated with such repatriation. Other changes in tax laws or regulations in the jurisdictions in which we do business, including the United States, or changes in how the Tax Cuts and Jobs Act or other tax laws are implemented or interpreted, could further increase our effective tax rate, further restrict our ability to repatriate undistributed offshore earnings, or impose new restrictions, costs or prohibitions on our current practices and reduce our net income and adversely affect our cash flows.

We are also subject to tax audits, including with respect to transfer pricing, in the United States and other jurisdictions and our tax positions may be challenged by tax authorities. Although we believe that our current tax provisions are reasonable and appropriate, there can be no assurance that these items will be settled for the amounts accrued, that additional tax exposures will not be identified in the future or that additional tax reserves will not be necessary for any such exposures. Any increase in the amount of taxation incurred as a result of challenges to our tax filing positions could result in a material adverse effect on our business, results of operations and financial condition.

Our outstanding convertible debentures are convertible at the option of the holders, and significant conversions in any single quarter could have an adverse effect on our results of operations, liquidity or cash flows.

Our outstanding 5.75% Junior Subordinated Convertible Debentures due September 2029 (2029 Convertible Debentures) are convertible at the option of the holders upon certain events or following the satisfaction of certain conditions, including during any calendar quarter if the last reported sales price of the Company’s common shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price for the 2029 Convertible Debentures on each applicable trading day (the Sales Price Condition). The Sales Price Condition has been satisfied each quarter since the first quarter of 2013. The 2029 Convertible Debentures are also convertible following our issuance of a redemption notice with respect to the debentures, which we have the right to do commencing on September 15, 2019, if certain trading conditions of the Company’s common shares are satisfied.

As a result of the satisfaction of the Sales Price Condition as of December 31, 2017, the $125.0 aggregate principal amount outstanding of 2029 Convertible Debentures are currently convertible. Upon conversion, the Company is required to pay cash up to the aggregate principal amount of the 2029 Convertible Debentures converted and pay or deliver, as the case may be, cash, common shares of the Company or a combination of cash and common shares of the Company, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Convertible Debentures converted. As of December 31, 2017, the fair value of the 2029 Convertible Debentures was $274.5.

We cannot predict the aggregate principal amount of 2029 Convertible Notes that will be presented by holders for conversion during any quarter. Significant conversions in any single quarter could have an adverse effect on our results of operations, liquidity or cash flows.

Our results of operations could be adversely affected by litigation and other commitments and contingencies.

We face risks arising from various unasserted and asserted claims, including, but not limited to, commercial, consumer protection, tax and patent infringement claims. Certain claims may be structured as class action lawsuits or otherwise allege substantial damages. Unfavorable outcomes in pending or future litigation or the settlement of asserted claims could negatively affect us.

In the ordinary course of business, we may make certain commitments, including representations, warranties and indemnities relating to current and past operations and divested businesses, and issue guarantees of third party obligations. The amounts of such commitments can only be estimated, and the actual amounts for which we are responsible may differ materially from our estimates.

If we incur liability as a result of any current or future litigation, commitments or contingencies and such liability exceeds any amounts accrued, our business, results of operations and financial condition could be adversely affected.

We are susceptible to business and political risks from our global operations that could result in reduced revenues or earnings.

We operate a global business and have facilities located throughout North and South America, EMEA and the Asia-Pacific region, including China and the Philippines. Conducting business globally exposes us to certain risks including currency fluctuations, longer payment cycles, greater difficulties in accounts receivable collection, difficulties in complying with differing laws across many jurisdictions, changing legal and regulatory requirements and the interpretation and enforcement of such requirements, difficulties in staffing and managing foreign operations, inflation, compliance with anti-bribery and anti-corruption regulations and potentially adverse tax consequences. Changing and uncertain political conditions in the countries in which we are located, including ongoing political developments in the Philippines and uncertainty regarding the impact of the United Kingdom’s vote to leave the European Union or other similar actions by European Union member states, may exacerbate these risks or create further instability for our global operations.

As North American companies require additional offshore customer management outsourcing capacity, we expect to continue international expansion through start-up operations and acquisitions. In addition to the risks described above, expansion of our existing international operations and entry into additional countries may divert management attention from our existing operations and require significant financial resources. If we are unable to manage the risks associated with our international operations and expanding such operations, our business could be adversely affected and our revenues and earnings could be reduced.

Our business is subject to many regulatory requirements, and changes in current regulations or their interpretation and enforcement, or the adoption of new regulations could significantly increase our cost of doing business.

Our business is subject to many laws and regulatory requirements in the United States and the foreign countries in which we operate, covering such matters as labor relations, health care, trade restrictions, tariffs, taxation, sanctions, data privacy, consumer protection (including the method and timing of placing outbound telephone calls and the recording or monitoring of telephone calls), internal and disclosure control obligations, governmental affairs and immigration. Many of these regulations, including those related to data privacy, change frequently and sometimes conflict among the various jurisdictions and countries in which we provide services. Violations of any laws and regulations to which we are subject, including failing to adhere to or successfully implement processes in response to changing regulatory requirements, could result in liability for damages, fines, criminal prosecution, unfavorable publicity and damage to our reputation, and restrictions on our ability to operate, which could have a material adverse effect on our business, results of operations and financial condition.

In particular, because a substantial portion of our operating costs consist of labor costs, changes in governmental regulations relating to wages, severance, healthcare and other benefits or employment taxes, or violations of such regulations, could have a material adverse effect on our business, results of operations or financial condition.

In addition, in recent years, politicians have discussed and debated worldwide competitive sourcing, labor-related legislation and information-flow restrictions, particularly from the United States to offshore locations. If Federal or state legislation is adopted that restricts or discourages U.S. companies from outsourcing services outside of the United States, it could have an adverse effect on our business, results of operations and financial condition.

If we do not effectively manage our capacity, our results of operations could be adversely affected.

Our ability to profit from the demand for outsourcing depends largely on how effectively we manage our contact center capacity. Although we periodically assess the expected long-term capacity utilization of our contact centers based, in part, on expected client demand for our services, we may be unsuccessful at achieving or maintaining optimal utilization of our contact center capacity. To create additional capacity necessary to accommodate new or expanded outsourcing projects, we may open new contact centers or expand existing contact centers that create idle capacity until we fully implement new or expanded programs for our clients. Furthermore, we may, if deemed necessary, consolidate, close or partially close underperforming contact centers to maintain or improve targeted utilization and margins.

We also may experience short- or long-term fluctuations in client demand for services performed in one or more of our contact centers. A short-term decline in demand may result in less than optimal site utilization for a period of time, while a long-term decline in demand may result in site closures. We may also face difficulty in attracting and retaining employees due to wage pressures in certain markets. As a result, we may not achieve or maintain targeted site utilization levels or site utilization levels may decrease from time to time, and our profitability may suffer as a result.

If we are unable to hire and retain qualified personnel, our ability to execute our business plans could be impaired and our revenues could decrease.

We employ approximately 115,000 employees worldwide. From time to time, we experience difficulties in hiring personnel with the desired levels of training or experience. Additionally, quality service depends on our ability to retain employees and control personnel turnover. Any increase in our employee turnover rate could increase recruiting and training costs and could decrease operating effectiveness and productivity. We may be unable to continue to hire, train and retain a sufficient number of qualified personnel to adequately staff new client projects.

The inability or unwillingness of clients that represent a large portion of our accounts receivable balance to timely pay such balances could adversely affect our business.

We often carry significant accounts receivable balances from a limited number of clients that generate a large portion of our revenues. A client may become unable or unwilling to timely pay its balance due to a general economic slowdown, economic weakness in its industry or the financial insolvency of its business. While we closely monitor our accounts receivable balances, a client’s financial inability or unwillingness, for any reason, to pay a large accounts receivable balance or many clients’ inability or unwillingness to pay accounts receivable balances that are large in the aggregate would adversely impact our income and cash flow.

We may incur material restructuring charges in the future.

We continually evaluate ways to reduce our operating expenses and adapt to changing industry and market conditions through new restructuring opportunities, including more effective utilization of our assets, workforce, and operating facilities. We have recorded restructuring charges in the past related to involuntary employee terminations, facility closures, and other restructuring activities, and we may incur material restructuring charges in the future. The risk that we incur material restructuring charges may be heightened during economic downturns, if clients’ demand, preferences or expectations change rapidly, or with expanded global operations.

We may incur non-cash goodwill impairment charges in the future.

As a result of past acquisitions, we carry a significant goodwill balance on our balance sheet. We test goodwill for impairment annually as of October 1 and at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. Although no indications of an impairment have been identified, there can be no assurance that we will not incur impairment charges in the future, particularly in the event of a prolonged economic slowdown. A significant goodwill impairment could have a material adverse effect on our results of operations. See Note 6 of the Notes to Consolidated Financial Statements.

Our controls and procedures may not prevent or detect all errors or acts of fraud.

Disclosure controls and procedures and internal controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of controls must consider the benefits of controls relative to their costs, and controls cannot assure that judgments in decision-making will not be faulty or that breakdowns will not occur because of simple error or mistake. Additionally, controls can be circumvented by the unauthorized acts of one or more persons acting individually or by collusion. Furthermore, while controls are designed with the intent of providing reasonable assurance of the effectiveness of the controls, the design is based, in part, upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations of a cost-effective control system, misstatements due to error or fraud may occur and may not be prevented or detected. Such misstatements could result in a loss of investor confidence in the accuracy and completeness of our financial reports and other disclosures, which could have an adverse effect on the trading price of our common shares.

The trading price of our common shares may be volatile.

The trading price of our common shares has been and may be subject to substantial fluctuations over short and long periods of time. Various factors can impact the trading price of our common shares, including general economic conditions, changes or volatility in the financial markets, changing market conditions in the outsourced customer contact management services industry, quarterly variations in our financial results, the announcement of acquisitions or divestitures, strategic partnerships or new product offerings, and changes in financial estimates and recommendations by securities analysts. Many of these factors are outside of our control and there can be no assurance that the trading price of our common shares will not decline or fluctuate substantially in the future.

Convergys Corporation 2017 Annual Report 4

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive offices are located at 201 East Fourth Street, Cincinnati, Ohio 45202, and the telephone number at that address is (513) 723-7000. We own office facilities in Jacksonville, Florida; Pueblo, Colorado; Ogden, Utah; and Orlando, Florida.

We lease space for our corporate headquarters, offices, data centers and contact centers. Domestic facilities are located in Arizona, Colorado, Florida, Georgia, Idaho, Iowa, Kansas, Kentucky, Massachusetts, Minnesota, Missouri, Nebraska, New Mexico, New York, North Carolina, Ohio, Oregon, Tennessee, Texas, Utah, Virginia and Wisconsin. International facilities are located in Brazil, Bulgaria, Canada, China, Colombia, Costa Rica, Dominican Republic, Egypt, El Salvador, France, Germany, Honduras, Hungary, India, Indonesia, Ireland, Italy, Malaysia, Mauritius, the Netherlands, Nicaragua, the Philippines, Poland, Romania, Spain, Sweden, Tunisia, the United Arab Emirates, and the United Kingdom. Upon the expiration or termination of any such leases, we believe we could obtain comparable office space.

We also lease some of the computer hardware, computer software and office equipment necessary to conduct our business. In addition, we own computer hardware, communications equipment, software and leasehold improvements. We depreciate these assets using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of their estimated useful life or the term of the associated lease.

We believe that our facilities and equipment are adequate and have sufficient productive capacity to meet our current needs.

ITEM 3. LEGAL PROCEEDINGS

For a discussion of legal proceedings, see Note 11 of the Notes to Consolidated Financial Statements.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

As of February 21, 2018, our Executive Officers were:

Name	Age	Title
Andrea J. Ayers (a)	54	President and Chief Executive Officer
Andre S. Valentine	54	Chief Financial Officer
Jarrod B. Pontius	46	General Counsel and Chief Administrative Officer
Cormac J. Twomey	48	Chief Commercial Officer
(a) Member of the Board of Directors

Officers are appointed annually, but are removable at the discretion of the Board of Directors.

ANDREA J. AYERS, President and Chief Executive Officer since November 2012; President and Chief Operating Officer, Customer Management, 2010-2012; President, Customer Management, 2008-2012; President, Relationship Technology Management, 2007-2008; President, Government and New Markets, 2005-2007. On January 25, 2018, the Company announced that Ms. Ayers will transition from her role as President and Chief Executive Officer. The Company’s Board of Directors has initiated a search process to identify Ms. Ayers’ successor, and she will continue to lead the Company in her current role for transition purposes.

ANDRE S. VALENTINE, Chief Financial Officer since August 2012; Senior Vice President of Finance, Customer Management, 2010-2012 and 2002-2009; Senior Vice President, Controller, 2009-2010; Vice President, Controller, 1998-2002.

JARROD B. PONTIUS, General Counsel and Chief Administrative Officer since July 2015; Deputy General Counsel and Corporate Secretary, 2012-2015; Vice President, Chief Legal Officer and Secretary, Kendle International 2009-2011.

CORMAC J. TWOMEY, Chief Commercial Officer since October 2017; Senior Vice President, EMEA and Intelligent Contact, 2014-2016; Managing Director, Stream Global Services, 2013-2014; Senior Vice President, Sales and Client Management EMEA, Stream Global Services, 2011-2013.

Convergys Corporation 2017 Annual Report 5

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Convergys Corporation’s common shares, without par value, are listed on the New York Stock Exchange under the symbol “CVG.” As of January 31, 2018, there were 6,169 holders of record of the 91,618,405 common shares of Convergys outstanding.

The high, low and closing prices of our common shares for each quarter in 2017 and 2016 are listed below:

Quarter	1st		2nd		3rd		4th
2017
High		$26.60		$25.00		$26.08		$26.66
Low	20.15		20.60		22.91		22.73
Close	21.15		23.78		25.89		23.50
2016
High		$27.84		$28.54		$30.92		$30.42
Low	22.53		24.30		24.78		23.87
Close	27.77		25.00		30.42		24.56

During 2017 and 2016, the Company’s Board of Directors declared the following dividends per common share, which were paid by the Company on the payment dates listed below:

Announcement Date	Record Date	Dividend Amount	Payment Date
February 23, 2016	March 24, 2016	$0.08	April 8, 2016
May 9, 2016	June 24, 2016	$0.09	July 8, 2016
August 8, 2016	September 23, 2016	$0.09	October 7, 2016
November 8, 2016	December 23, 2016	$0.09	January 6, 2017
February 22, 2017	March 24, 2017	$0.09	April 7, 2017
May 8, 2017	June 23, 2017	$0.10	July 7, 2017
August 8, 2017	September 22, 2017	$0.10	October 6, 2017
November 7, 2017	December 22, 2017	$0.10	January 5, 2018

On February 21, 2018, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.10 per common share to be paid on April 6, 2018 to shareholders of record as of March 23, 2018.

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.

We repurchased 3.4 of our common shares for $81.6 during 2017, as summarized in the following table:

	Shares repurchased	Average price per share
January 2017	254,598		$25.43
February 2017	257,000	24.22
March 2017	430,300	21.10
April 2017	337,600	21.68
May 2017	319,300	23.63
June 2017	293,100	24.26
July 2017	291,614	23.94
August 2017	354,300	23.49
September 2017	266,100	24.61
October 2017	262,000	25.95
November 2017	241,700	24.12
December 2017	139,200	23.99
Total	3,446,812		$23.67

All share repurchases were made pursuant to publicly announced programs. At December 31, 2017, the Company had the authority to repurchase $61.5 of outstanding common shares pursuant to the Board of Directors’ most recent share repurchase authorization of $250.0 in August 2015. The timing and terms of any future transactions will depend on a number of considerations including market conditions, our available liquidity and capital needs, and limits on share repurchases that may be applicable under the covenants in our credit agreement.

Performance Graph

The following Performance Graph compares, for the period from December 31, 2012 through December 31, 2017, the percentage change of the cumulative total shareholder return on the Company’s common shares with the cumulative total return of the S&P Midcap 400 Index, and a Peer Group. The Peer Group consists of our peer companies listed below.

	Dec-12		Dec-13		Dec-14		Dec-15		Dec-16		Dec-17
Convergys Corporation		$100		$130		$127		$158		$158		$153
S&P Midcap 400		$100		$134		$147		$143		$173		$201
Peer Group		$100		$157		$172		$209		$233		$320

The Peer Group consists of Sykes Enterprises Inc., Teleperformance, Teletech Holdings Inc. and Atento SA.

Convergys Corporation 2017 Annual Report 6

ITEM 6. SELECTED FINANCIAL DATA

(Amounts in millions except per share amounts)	2017			2016			2015			2014			2013
RESULTS OF OPERATIONS
Revenues		$2,792.1			$2,913.6			$2,950.6			$2,855.5			$2,046.1
Costs and expenses (1)	2,594.9			2,699.0			2,745.9			2,691.7			1,886.7
Operating Income	197.2			214.6			204.7			163.8			159.4
Other income (expense), net	0.9			(10.6		)	(9.5		)	(15.2		)	(16.9		)
Interest expense	(18.3		)	(18.1		)	(18.2		)	(19.3		)	(11.5		)
Income before Income Taxes	179.8			185.9			177.0			129.3			131.0
Income tax expense (2)	58.4			52.9			8.6			12.8			72.5
Income from Continuing Operations, net of tax	121.4			133.0			168.4			116.5			58.5
Income from Discontinued Operations (3)	—			10.0			0.6			3.5			2.4
Net Income		$121.4			$143.0			$169.0			$120.0			$60.9
Basic Earnings Per Common Share:
Continuing Operations		$1.30			$1.39			$1.72			$1.16			$0.57
Discontinued Operations	—			0.10			0.01			0.03			0.02
Basic Earnings Per Common Share		$1.30			$1.49			$1.73			$1.19			$0.59
Diluted Earnings Per Common Share:
Continuing Operations		$1.22			$1.30			$1.60			$1.10			$0.54
Discontinued Operations	—			0.10			0.01			0.03			0.02
Net Diluted Earnings Per Common Share		$1.22			$1.40			$1.61			$1.13			$0.56
Weighted Average Common Shares Outstanding:
Basic	93.2			95.8			98.1			100.7			103.3
Diluted	99.9			102.5			104.7			106.2			109.2
FINANCIAL POSITION
Total Assets		$2,414.7			$2,371.8			$2,356.6			$2,416.1			$1,956.7
Total debt and capital lease obligations	268.6			298.8			339.3			375.9			61.1
Shareholders’ Equity	1,377.7			1,315.9			1,276.2			1,227.2			1,224.1
OTHER DATA
Net cash flows provided by operating activities
Operating activities of continuing operations		$263.0			$305.4			$249.3			$261.0			$208.4
Operating activities of discontinued operations	—			—			—			—			1.6
		$263.0			$305.4			$249.3			$210.0			$210.0
Net cash flows (used in) provided by investing activities
Investing activities of continuing operations		($57.8	)		($225.7	)		($108.4	)		($850.5	)		($36.6	)
Investing activities of discontinued operations	—			—			—			—			1.0
		($57.8	)		($225.7	)		($108.4	)		($850.5	)		($35.6	)
Net cash flows (used in) provided by financing activities
Financing activities of continuing operations		($150.3	)		($145.6	)		($135.1	)		$207.6			($148.3	)
		($150.3	)		($145.6	)		($135.1	)		$207.6			($148.3	)
Adjusted EBITDA (4)		$351.2			$365.6			$375.0			$356.9			$250.6
Adjusted diluted earnings per common share from continuing operations (4)		$1.87			$1.84			$1.76			$1.60			$1.10
Adjusted free cash flow (4)		$208.7			$225.3			$153.4			$208.1			$146.2

(1) Costs and expenses include restructuring charges of $23.2, $3.7, $7.2, $1.7 and $5.4 in 2017, 2016, 2015, 2014 and 2013, respectively; gain on sale of real estate of $1.6 in 2014; asset impairment loss of $1.5 in 2013; and transaction and integration expenses of $3.8, $6.5, $11.3 and $37.7 in 2017, 2016, 2015 and 2014, respectively.

(2) Income tax expense in 2017 includes expense of $32.3 as a result of the enactment of the 2017 Tax Act. Income tax expense in 2016 includes expense of $20.3 associated with the restructuring of the Company’s legal entity structure and the repatriation of earnings into primarily non-U.S. jurisdictions that provide the Company with increased flexibility to manage its strategic priorities. Income tax expense in 2016 also includes expense of $1.3 associated with the repatriation of certain non-U.S. earnings in connection with the Company’s acquisition of buw. Income tax expense in 2013 includes $46.4 of expense to record the deferred tax liability associated with a change in classification for a portion of undistributed earnings of the Company’s non-U.S. subsidiaries. Income tax expense in 2015 and 2014 includes benefits of $1.8 and $6.0, respectively, for changes in estimates related to tax previously accrued for the repatriation of non-U.S. earnings. Income tax expense in 2015 also includes tax benefits of $22.4 associated with the expiration of statutes of limitations for previously uncertain tax positions and favorable resolutions of tax audits.

(3) Discontinued operations includes the historical financial results of the Information Management business that was divested during 2012.

(4) Management uses the following measures that are not defined under accounting principles generally accepted in the United States (U.S. GAAP or GAAP) to monitor and evaluate the underlying performance of the business and believes the presentation of these non-GAAP measures enhances investors’ ability to analyze trends in the business and evaluate the Company’s underlying performance relative to other companies in the industry.

• EBITDA is calculated as income from continuing operations, net of tax, plus interest expense, tax expense, depreciation and amortization. Adjusted EBITDA further excludes certain acquisition-related costs and other discrete items, including pension settlement charges and charges associated with Company-wide restructuring initiatives. 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 U.S. GAAP, and our presentation of EBITDA and adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.

• Adjusted diluted earnings per common share from continuing operations is calculated as diluted earnings per common share from continuing operations plus or minus certain operating charges or credits, along with certain discrete tax expense or benefit adjustments. Management compensates for these limitations by using both the non-GAAP measures, adjusted diluted earnings per common share from continuing operations, and the GAAP measure, diluted earnings per common share from continuing operations, in its evaluation of performance.

• Free cash flow is calculated as cash flows from operations less capital expenditures (net of proceeds from disposal) with adjusted free cash flow further excluding certain acquisition-related cash payments associated with investment activity. Management compensates for these limitations by using both the non-GAAP measures, free cash flow and adjusted free cash flow, and the GAAP measure, cash from operating activities, in its evaluation of performance.

These non-GAAP measures are supplemental in nature and should not be considered in isolation or be construed as being more important than comparable GAAP measures. For more detail and a reconciliation of these non-GAAP measures to the most comparable GAAP measure, see “Results of Operations” and “Financial Condition, Liquidity and Capital Resources” in Part II, Item 7 of this report.

Convergys Corporation 2017 Annual Report 7

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Amounts in millions except per share amounts)

BACKGROUND

Convergys Corporation is a global leader in customer experience outsourcing, focused on bringing value to our clients through every customer interaction. We provide integrated agent, analytics and technology solutions with operational excellence that we believe deliver superior business growth, care and support for our clients on a global scale. Convergys has approximately 115,000 employees working in 33 countries, interacting with our clients’ customers in 58 languages. As a global provider in the industry, Convergys has a history of commitment and dedication to excellence in serving many of the world’s largest brands. Our business model allows us to deliver consistent, quality service, at scale in the geographies that meet our clients’ business needs. We proactively partner to solve client business challenges through our account management model. Our geographic footprint and comprehensive capabilities help leading companies create brand-differentiated customer experiences across all interaction channels to generate revenue and reduce their cost to serve. We are a well-capitalized leader in our market and are able to invest in the services, technology, and analytics that matter to our clients and their customers.

Operations and Structure

On August 1, 2016, Convergys acquired buw, a leader in the German customer care industry. The acquisition added 16 sites and approximately 6,000 employees spread across Germany, Hungary and Romania into Convergys’ global operations.

We believe our global clients benefit from our worldwide workforce located in key geographies, including the United States, the Philippines, India, Germany, the United Kingdom, Canada, Tunisia, Costa Rica, the Dominican Republic, Colombia, Egypt, France, Ireland, Italy, Poland, Romania, China, Malaysia, El Salvador, Honduras, Nicaragua, Bulgaria, Hungary, the Netherlands, Spain, Sweden, Australia, Brazil, Indonesia, Mauritius, Singapore, South Africa, and the United Arab Emirates.

Agent-related revenues, which accounted for more than 95% of our revenues for 2017, are typically recognized as 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 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 services are provided over the duration of the contract using contractual rates.

RESULTS OF OPERATIONS

Revenues

	2017		2016		% Change 17 vs. 16		2015		% Change 16 vs. 15
Revenues:
Communications		$1,274.0		$1,442.1	(12	)		$1,577.4	(9	)
Technology	570.7		623.8		(9	)	618.6		1
Financial Services	237.4		217.5		9		209.1		4
Other	710.0		630.2		13		545.5		16
Total Revenues		$2,792.1		$2,913.6	(4	)		$2,950.6	(1	)

During 2017, we experienced significant fluctuations in call volumes, particularly in our communications and technology verticals, which adversely affected our revenues. In particular, certain of our largest clients shifted work to lower-cost geographies, consolidated programs or moved programs in-house, or reduced volumes through process simplification. We expect to continue to experience volatility with certain of our largest communications and technology clients in 2018, including a decline of approximately 5% to 6% of total company revenue from our largest two clients.

2017 vs. 2016

Consolidated revenues for 2017 were $2,792.1, a 4% decrease from $2,913.6 in 2016. Revenues for the acquired buw operations increased revenues by approximately 3%, due to an additional seven months of ownership during 2017 in comparison to 2016. Revenues from communications clients decreased 12% from the prior year, reflecting a shift of volumes to lower cost geographies and consolidation of certain programs with our two largest clients, as well as volume decreases with certain other existing clients. These decreases were partially offset by revenues from a new communications client and increased revenues from the acquired buw operations. Revenues from technology clients decreased 9% from the prior year due to volume decreases with certain existing clients, partially offset by volume growth with other clients. Revenues from financial services clients increased 9% from the prior year primarily due to revenue from a new client and volume increases with several existing clients, as well as increased revenues from the acquired buw operations, partially offset by volume declines with certain clients. Other revenues increased 13% from the prior year. This increase is attributable to volume increases and new programs with existing clients, as well as revenues from a new client and increased revenues from the acquired buw operations.

2016 vs. 2015

Consolidated revenues for 2016 were $2,913.6, a 1% decrease from $2,950.6 in 2015. Revenues for the acquired buw operations increased revenues by approximately 2%, primarily within the communications and other verticals. Changes in currency exchange rates resulted in reduced revenues of approximately 1% in 2016 as the U.S. dollar strengthened relative to the British pound, Australian dollar, Canadian dollar and the euro. Revenues from communications clients decreased 9% from the prior year, reflecting volume declines, program completions with certain existing clients and the loss of a client, as well as unfavorable currency exchange rate impacts, partially offset by revenues from the acquired buw operations. Revenues from technology clients increased 1% from the prior year, due to volume increases and new programs with existing clients, partially offset by program completions and unfavorable currency exchange rate impacts. Revenues from financial services clients increased 4% from the prior year primarily due to volume increases with several existing clients and revenue from the acquired buw operations, partially offset by the loss of a client. Other revenues increased 16% from the prior year. This increase is attributable to volume increases and new programs with existing clients, as well as revenue from the acquired buw operations.

Operating Costs and Expenses

	2017		2016		% Change 17 vs. 16		2015		% Change 16 vs. 15
Operating Costs:
Cost of providing services and products sold		$1,734.9		$1,843.1	(6	)		$1,871.9	(2	)
Selling, general and administrative	699.0		695.4		1		687.0		1
Depreciation	105.1		122.2		(14	)	141.5		(14	)
Amortization	28.9		28.1		3		27.0		4
Restructuring	23.2		3.7		NM		7.2		(49	)
Transaction and integration costs	3.8		6.5		(42	)	11.3		(42	)
Total costs and expenses		$2,594.9		$2,699.0	(4	)		$2,745.9	(2	)

2017 vs. 2016

Consolidated total operating costs and expenses for 2017 of $2,594.9 decreased 4% from $2,699.0 in the prior year. Operating costs associated with the acquired buw operations increased total costs and expenses by approximately 3%, due to an additional seven months of ownership during 2017 in comparison to 2016. Changes in currency exchange rates reduced operating costs and expenses by approximately 2% in 2017. Total operating costs and expenses for 2017 and 2016 included charges for integration-related expenses of $3.8 and $3.3, respectively, associated with the acquisition of buw. Operating costs for 2016 also included charges for transaction-related expenses of $3.2 related to the acquisition of buw. As a percentage of revenues, the cost of providing services and products sold was 62.1% for 2017, compared to 63.3% for 2016. The decrease in 2017 was largely due to the timing and location of certain program implementations. Selling, general and administrative expenses of $699.0 in 2017 increased 1% compared to the prior year. This increase was largely due to increased expense from the acquired buw operations due to an additional seven months of ownership, partially offset by savings realized from our 2017 company-wide restructuring program. As a percentage of revenue, selling, general and administrative expense was 25.0% in 2017, compared to 23.9% in 2016. Depreciation expense of $105.1 decreased $17.1 from the prior year, while amortization expense of $28.9 increased $0.8. The decrease in depreciation expense resulted from the timing of certain assets becoming fully depreciated, as well as lower depreciation from the fair value write-up of property and equipment acquired from SGS Holdings, Inc. (Stream).

2016 vs. 2015

Consolidated total operating costs and expenses for 2016 of $2,699.0 decreased 2% from $2,745.9 in the prior year. Operating costs associated with the acquired buw operations increased total costs and expenses by approximately 2% in 2016. Changes in currency exchange rates reduced operating costs and expenses by approximately 2% in 2016. Total operating costs and expenses for 2016 and 2015 included charges for integration-related expenses of $3.3 and $11.3, respectively associated with the acquisitions of buw and Stream. Operating costs for 2016 also included charges for transaction-related expenses of $3.2 related to the acquisition of buw. As a percentage of revenues, the cost of providing services and products sold was 63.3% in 2016 compared to 63.4% in 2015. The slight decrease in 2016 was largely due to the timing and location of certain program implementations. Selling, general and administrative expenses of $695.4 increased 1% compared to the prior year. This increase was largely due to expenses from the acquired buw operations, partially offset by currency exchange impacts and lower incentive compensation expense. As a percentage of revenues, selling, general and administrative expense was 23.9% in 2016, compared to 23.3% in 2015. Depreciation expense of $122.2 decreased $19.3 from the prior year, while amortization expense of $28.1 increased $1.1. The decrease in depreciation expense resulted from the timing of certain assets becoming fully depreciated, as well as lower depreciation form the fair value write-up of property and equipment acquired from Stream. The increase in amortization expense resulted from acquired intangible assets from the buw acquisition.

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 (Adjusted Operating Income divided by Total Revenues), in the table below. For the years ended December 31, 2017, 2016 and 2015, Adjusted Operating Income and Adjusted Operating Margin exclude the following operating charges:

1. Amortization of acquired intangible assets of $28.9, $28.1, and $27.0 in 2017, 2016 and 2015, respectively;

2. Restructuring charges of $12.8 in 2017, associated with a company-wide initiative to reduce headcount and better align the Company’s resources, principally for corporate functions;

3. Acquisition integration expenses of $3.8, $3.3 and $11.3 in 2017, 2016 and 2015, respectively, primarily related to fees for third-party consulting services and severance expense;

4. Depreciation of $3.2, $8.6 and $19.1 in 2017, 2016 and 2015, respectively, resulting from the fair value write-up of property and equipment acquired through business combinations;

5. Transaction expenses of $3.2 in 2016 associated with Convergys’ acquisition of buw. These expenses related to fees paid for third-party consulting services.

Adjustments for these items 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. These non-GAAP measures should be considered supplemental in nature and should not be construed as being more important than comparable GAAP measures.

	2017			2016			% Change 17 vs. 16		2015			% Change 16 vs. 15
Operating Income		$197.2			$214.6		(8	)		$204.7		5
Operating Margin	7.1		%	7.4		%			6.9		%
Amortization of acquired intangible assets	28.9			28.1			3		27.0			4
Company-wide restructuring	12.8			—			100		—			—
Integration-related expenses	3.8			3.3			15		11.3			(71	)
Depreciation of property & equipment write-up	3.2			8.6			(63	)	19.1			(55	)
Transaction-related expenses	—			3.2			100		—			100
Adjusted Operating Income (a non-GAAP measure)		$245.9			$257.8		(5	)		$262.1		(2	)
Adjusted Operating Margin	8.8		%	8.8		%			8.9		%

2017 vs. 2016

Consolidated operating income was $197.2 in 2017 compared to operating income of $214.6 in 2016. Excluding the impacts of the operating charges discussed above, consolidated adjusted operating income for 2017 was $245.9 compared to $257.8 in 2016.

2016 vs. 2015

Consolidated operating income was $214.6 in 2016 compared to operating income of $204.7 in 2015. Excluding the impacts of the operating charges discussed above, consolidated adjusted operating income for 2016 was $257.8 compared to $262.1 in 2015.

Non-Operating Items

	2017			2016			% Change 17 vs. 16		2015			% Change 16 vs. 15
Operating Income		$197.2			$214.6		(8	)		$204.7		5
Other income (expense), net	0.9			(10.6		)	NM		(9.5		)	12
Interest expense	(18.3		)	(18.1		)	1		(18.2		)	(1	)
Income before Income Taxes		$179.8			$185.9		(3	)		$177.0		5

2017 vs. 2016

Other income was $0.9 in 2017 compared to other expense of $10.6 in 2016. This difference was primarily due to lower pension expense (including settlement charges), increased interest income and favorable foreign currency exchange gains in 2017.

2016 vs. 2015

Other expense was $10.6 in 2016 compared to other income of $9.5 in 2015. This difference was primarily due to changes in foreign exchange gains and losses.

Income Taxes

	2017		2016		% Change 17 vs. 16		2015		% Change 16 vs. 15
Income before Income Taxes		$179.8		$185.9	(3	)		$177.0	5
Income tax expense	58.4		52.9		10		8.6		NM
Income from Continuing Operations, net of tax		$121.4		$133.0	(9	)		$168.4	(21	)

2017 vs. 2016

Our effective tax rate on net income from continuing operations was 32.5% in 2017 compared to 28.5% in 2016. The effective tax rate in 2017 was primarily impacted by a $34.1 net increase in income tax expense as a result of the enactment of the Tax Cuts and Jobs Act, as well as a shift in geographic mix of worldwide income. The effective tax rate in 2016 was impacted by $20.3 of expense associated with the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions to provide the Company with increased flexibility to manage its strategic priorities. The impact of the restructuring on liquidity was not material. Further, the impact of the restructuring is not expected to have a material impact on our liquidity, expected effective tax rates, or tax filing positions in 2018. The effective tax rate in 2016 was also impacted by $1.3 of expense associated with the repatriation of certain non-U.S. earnings in connection with the Company’s acquisition of buw.

2016 vs. 2015

Our effective tax rate on net income from continuing operations was 28.5% in 2016, compared to 4.9% in 2015. The effective tax rate in 2016 is primarily impacted by tax expense of $20.3 in 2016 associated with the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions to provide the Company with increased flexibility to manage its strategic priorities, as well as a shift in geographic mix of worldwide income and $1.3 of expense associated with the repatriation of certain non-U.S. earnings in connection with the Company’s acquisition of buw. The effective tax rate in 2015 was impacted by a $22.4 benefit resulting from a favorable resolution of certain tax audits and the expiration of statutes of limitations for previously uncertain tax positions.

U.S. Tax Reform

On December 22, 2017, the United States adopted tax reform legislation commonly known as the Tax Cuts and Jobs Act (the “2017 Tax Act”), which is generally effective January 1, 2018. The 2017 Tax Act includes a number of changes to U.S. tax law, including lowering the U.S. corporate federal income tax rate from a maximum of 35% to 21% and changing or limiting certain tax deductions. In addition, the 2017 Tax Act alters the landscape of taxation of non-U.S. operations and provides immediate deductions for certain new investments, among other provisions.

We have reasonably estimated the effects of the 2017 Tax Act to be an increase in income tax expense of $34.1. We recorded the $34.1 income tax expense as a provisional estimate of the 2017 Tax Act in the consolidated financial statements as of December 31, 2017. The significant components of this expense include (i) the remeasurement of net deferred tax liabilities at the lower enacted U.S. federal corporate tax rate, which resulted in a net $97.9 decrease in income tax expense; (ii) a $20.3 net tax expense comprised of foreign withholding taxes related to certain non-U.S. earnings subject to repatriation offset by reversal of a deferred tax liability on previously undistributed foreign earnings; and (iii) the deemed repatriation tax on unremitted non-U.S. earnings and profits that were previously tax deferred and other tax impacts of the 2017 Tax Act, which resulted in a $111.7 increase in income tax expense, net of deductions and credits.

The overall net impact of the 2017 Tax Act is expected to result in a net increase in our effective tax rates in future periods. While the reduction in the U.S. federal tax rate from 35% to 21% in 2018 will result in lower income tax expense, other elements of the Act will more than offset this reduction. Elements of the 2017 Tax Act that will cause a net increase in future income tax expense include:

• The 2017 Tax Act expands the limitation on the deduction of certain executive compensation. This expansion is subject to transition rules that provide relief for previously awarded compensation. We estimate that this deduction limitation will adversely impact our effective rate in future periods.

• The 2017 Tax Act includes anti-deferral and anti-base erosion provisions, including (i) a new minimum tax on global intangible low-tax income, and (ii) a new tax on certain payments from a corporation subject to U.S. tax to a related foreign corporation that are otherwise deductible. These elements are expected to result in a net increase in our effective tax rate in future periods.

• The 2017 Tax Act implements a new territorial tax system that allows companies to repatriate certain foreign-sourced earnings without incurring additional U.S. tax by providing for a 100% dividend exemption. The territorial tax system impacts our ability to assert indefinite reinvestment of future foreign earnings and is expected to result in a net increase in our effective tax rate in future periods.

We currently expect that our consolidated adjusted effective tax rate for fiscal 2018 will be approximately 25.0%. Such estimates are based on management’s current assumptions with respect to, among other things, the geographical mix of our earnings, state income tax levels and tax deductions and finalization of the regulations associated with the 2017 Tax Act.

The estimated impacts of the 2017 Tax Act recorded during 2017 as well as the forward-looking estimates are provisional in nature, and we will continue to assess the impact of the 2017 Tax Act and provide additional information and record adjustments through the income tax provision in the relevant period as amounts are known and reasonably estimable during the measurement period. Accordingly, the impact of the 2017 Tax Act may differ from our provisional estimates due to, among other factors, information currently not available, changes in interpretations and the issuance of additional guidance, as well as changes in assumptions we have made, including actions we may take in future periods as a result of the 2017 Tax Act.

Net Income from Continuing Operations; Earnings per Diluted Share from Continuing Operations; Adjusted Net Income from Continuing Operations (a non-GAAP measure); Adjusted Earnings per Diluted Share from Continuing Operations (a non-GAAP measure)

In order to assess the underlying operational performance of the continuing operations of the business, we provide non-GAAP measures in the tables below that exclude, in addition to the operating charges discussed above, the following:

1. Non-cash pension settlement charges of $2.5 and $4.8 in 2017 and 2016, respectively;

2. Net impact to income tax expense of $32.3 in 2017 resulting from the enactment of the 2017 Tax Act, which is comprised of a $34.1 net increase to tax expense partially offset by a $1.8 favorable decreased tax exposure;

3. Tax expense of $20.3 in 2016 associated with the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions to provide the Company with increased flexibility to manage its strategic priorities; tax expense of $1.3 in 2016 associated with the repatriation of certain non-U.S. earnings in connection with the Company’s acquisition of buw; tax benefit of $1.8 in 2015 to record the deferred tax liability associated with a change in classification for a portion of the undistributed earnings of the Company’s foreign subsidiaries;

4. Tax benefit of $22.4 in 2015, resulting from the expiration of statutes of limitations for previously uncertain tax positions and favorable resolutions of tax audits.

We use income from continuing operations, net of tax and earnings per share data excluding the operating charges and discrete tax items discussed above 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. Adjustments for these items 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 these limitations by using the non-GAAP measures, income from continuing operations, net of tax and diluted earnings per share excluding these items, and the GAAP measures, income from continuing operations, net of tax and diluted earnings per share, in its evaluation of performance. These non-GAAP measures should be considered supplemental in nature and should not be construed as being more important than comparable GAAP measures.

	2017			2016			% Change 17 vs. 16		2015			% Change 16 vs. 15
Income from Continuing Operations, net of tax		$121.4			$133.0		(9	)		$168.4		(21	)
Total operating charges from above	48.7			43.2			13		57.4			(25	)
Income tax impact from total operating charges	(16.9		)	(12.1		)	40		(16.6		)	(27	)
Pension settlement charge	2.5			4.8			(48	)	—			100
Income tax impact from pension settlement charge	(1.0		)	(1.9		)	(47	)	—			100
Tax provision related to the enactment of the 2017 Tax Act	32.3			—			100		—			—
Tax provision (benefit) related to unremitted non-U.S. earnings	—			21.6			(100	)	(1.8		)	NM
Release of uncertain tax positions	—			—			—		(22.4		)	(100	)
Adjusted income from Continuing Operations, net of tax (a non-GAAP measure)		$187.0			$188.6		(1	)		$185.0		2
Diluted Earnings per Common Share:
Continuing Operations		$1.22			$1.30		(6	)		$1.60		(19	)
Impact of net charges above included in Continuing Operations, net of tax	0.65			0.54			20		0.16			NM
Adjusted diluted earnings per common share from Continuing Operations (a non-GAAP measure)		$1.87			$1.84		2			$1.76		5

2017 vs. 2016

Income from continuing operations, net of tax for 2017 was $121.4 compared to $133.0 in 2016, while income from continuing operations per diluted share for 2017 was $1.22 compared to $1.30 in 2016. Excluding the operating charges, pension settlement charges and discrete tax items discussed above, adjusted income from continuing operations, net of tax for 2017 was $187.0, or $1.87 per diluted share, compared to $188.6, or $1.84 per diluted share for 2016.

2016 vs. 2015

Income from continuing operations net of tax for 2016 was $133.0 compared to $168.4 in 2015, while income from continuing operations per diluted share for 2016 was $1.30 compared to $1.60 in 2015. Excluding the operating charges, pension settlement charges and discrete tax items discussed above, adjusted income from continuing operations, net of tax for 2016 was $188.6, or $1.84 per diluted share, compared to $185.0, or $1.76 per diluted share for 2015.

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

	2017		2016		% Change 17 vs. 16		2015		% Change 16 vs. 15
Income from Continuing Operations, net of tax		$121.4		$133.0	(9	)		$168.4	(21	)
Income from Discontinued Operations, net of tax benefit of $0.0, $9.2 and $0.4	—		10.0		(100	)	0.6		NM
Net Income		$121.4		$143.0	(15	)		$169.0	(15	)
Diluted Earnings Per Common Share:
Continuing Operations		$1.22		$1.30	(6	)		$1.60	(19	)
Discontinued Operations	—		0.10		(100	)	0.01		NM
Net Diluted Earnings Per Common Share		$1.22		$1.40	(13	)		$1.61	(13	)

2017 vs. 2016

Full year results from discontinued operations include a gain of $10.0, net of tax, in 2016. Activity in 2016 related to the settlement or adjustment of certain contingencies and tax positions related to the sale of the Information Management business. Diluted income from discontinued operations, net of tax, per share for 2016 was $0.10.

Including the results of discontinued operations, 2016 net income and diluted earnings per share were $143.0 and $1.40, respectively.

2016 vs. 2015

Full year results from discontinued operations include a gain of $10.0, net of tax, in 2016 compared to a gain of $0.6, net of tax, in 2015. Activity in both periods related to the settlement or adjustment of certain contingencies and tax positions related to the sale of the Information Management business. Diluted income from discontinued operations, net of tax, per share for 2016 and 2015 was $0.10 and $0.01, respectively.

Including the results of discontinued operations, net income and diluted earnings per share were $143.0 and $1.40, respectively, in 2016 compared to $169.0 and $1.61, respectively, in 2015.

EBITDA and Adjusted EBITDA (non-GAAP measures)

Management uses EBITDA, EBITDA margin (EBITDA divided by Total Revenues), Adjusted EBITDA, Adjusted EBITDA margin (Adjusted EBITDA divided by Total Revenues) 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 enhances 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. These non-GAAP measures should be considered supplemental in nature and should not be construed as being more important than comparable GAAP measures.

	2017			2016			2015
Income from Continuing Operations, net of tax		$121.4			$133.0			$168.4
Depreciation and Amortization	134.0			150.3			168.5
Interest expense	18.3			18.1			18.2
Income tax expense	58.4			52.9			8.6
EBITDA (a non-GAAP measure)	332.1			354.3			363.7
Company-wide restructuring	12.8			—			—
Transaction-related expenses	—			3.2			—
Integration-related expenses	3.8			3.3			11.3
Pension settlement charge	2.5			4.8			—
Adjusted EBITDA (a non-GAAP measure)		$351.2			$365.6			$375.0
EBITDA Margin	11.9		%	12.2		%	12.3		%
Adjusted EBITDA Margin	12.6		%	12.5		%	12.7		%

RESTRUCTURING CHARGES

As discussed in Note 8 of the Notes to Consolidated Financial Statements, we recorded the following restructuring charges:

2017 Restructuring

Company-wide restructuring program

During 2017, the Company recorded restructuring expenses of $12.8 related to a company-wide initiative to reduce headcount and better align the Company’s resources, principally for corporate functions. The 2017 restructuring actions impacted approximately 315 employees. This expense is included in Restructuring charges on the Consolidated Statements of Income and is expected to be substantially paid in cash by March 31, 2018. The total remaining liability under these restructuring actions, which is included in Payables and other current liabilities on the Consolidated Balance Sheet, was $5.8 as of December 31, 2017.

Other Severance

During 2017, the Company recorded other severance expense of $10.4 primarily related to headcount reductions resulting from certain client program completions. These actions impacted approximately 250 employees. This severance expense is included in Restructuring charges on the Consolidated Statements of Income and is expected to be substantially paid in cash by March 31, 2018. The total remaining liability under these restructuring actions, which is included in Payables and other current liabilities on the Consolidated Balance Sheet, was $2.8 as of December 31, 2017.

buw integration

During 2017, the Company recorded severance charges of $1.1 related to the elimination of certain redundant positions as a result of the integration of the buw business. This severance expense was included in Transaction and integration costs on the Consolidated Statements of Income and is expected to be fully paid in cash by March 31, 2018. The total remaining liability under these severance-related actions, which is included in Payables and other current liabilities on the Consolidated Balance Sheet, was $0.1 as of December 31, 2017.

2016 Restructuring

During 2016, the Company recorded severance charges of $3.7 related to the Company’s ongoing efforts to refine its operating model and reduce costs, as well as headcount reductions resulting from certain client program completions. The 2016 actions impacted approximately 760 employees. These severance-related charges were fully paid in cash by June 30, 2017. The total remaining liability under these severance-related actions, which is included in Payables and other current liabilities on the Company’s Consolidated Balance Sheet, was $0.8 as of December 31, 2016.

2015 Restructuring

During 2015, the Company recorded severance charges of $7.2 related to the Company’s ongoing efforts to refine its operating model and reduce costs, as well as headcount reductions resulting from certain client program completions. The 2015 actions impacted approximately 700 employees. These severance-related charges were fully paid in cash by September 30, 2016.

During 2015, the Company also recorded restructuring expenses of $0.4 related to the integration of Stream. These severance-related charges were included in Restructuring charges on the Consolidated Statements of Income and were fully paid in cash by March 31, 2016.

Savings from Restructuring Plans

The 2017 company-wide restructuring program is expected to result in cost reductions of approximately $21.0 and cash savings of approximately $19.0 on an annualized basis. The impact of these cost reductions will be spread across our operating expenses, primarily in the selling, general and administrative expense caption of our Consolidated Statements of Income. The impact on liquidity was not material for any of our restructuring plans. Savings associated with the 2016 severance actions were not material.

CLIENT CONCENTRATION

During 2017, our three largest clients accounted for 29.5% of our consolidated revenues, compared to 35.1% and 35.8% in 2016 and 2015, respectively. Our largest client, AT&T (including DIRECTV in all years), accounted for 16.8% of our consolidated revenues in 2017 compared to 20.5% and 21.3% in 2016 and 2015, respectively. No other client accounted for more than 10% of our consolidated revenues for 2017, 2016 or 2015. Revenues with our three largest clients are earned under multiple contracts and are subject to variation based on, among other things, general economic conditions, client outsourcing trends, geographical mix of where services are provided and seasonal patterns in our clients’ businesses.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Cash Flows

We believe that we have adequate liquidity from cash on hand and expected future cash flows to fund operations, invest in the business, make required debt payments, pay dividends at the discretion of the Board of Directors for the next twelve months, and pay the one-time transition tax imposed by the 2017 Tax Act. We also believe that available borrowings under existing credit facilities provide additional liquidity that can be used to invest in the business. As of December 31, 2017, 93% of our cash and short term investments balance of $207.2 was held in accounts outside of the United States, most of which would be subject to additional withholding taxes in the foreign jurisdiction if repatriated to the United States. Beginning in 2018, we expect to repatriate more of our non-U.S. earnings than in the past to the United States and will pay withholding taxes associated with such repatriation.

Cash flows from operating activities generally provide us with a significant source of funding for our investing and financing activities. Cash flows for 2017, 2016, and 2015 were as follows:

	2017			2016			2015
Net cash flows from operating activities
Operating activities of continuing operations		$263.0			$305.4			$249.3
Net cash flows used in investing activities
Investing activities of continuing operations		($57.8	)		($225.7	)		($108.4	)
Net cash flows used in financing activities
Financing activities of continuing operations		($150.3	)		($145.6	)		($135.1	)

Cash flows from operating activities totaled $263.0 in 2017, compared to $305.4 in 2016, and $249.3 in 2015. 2017 was negatively impacted by $4.2 of payments for integration-related expenses compared to transaction and integration-related expenses of $6.9 in 2016 and $13.3 during 2015. Excluding these items, cash flows provided by operating activities totaled $267.2, $312.3 and $262.6 for 2017, 2016 and 2015, respectively. The decrease in cash flows from 2016 to 2017 was primarily a result of decreased cash flow from working capital in 2017, largely due to the timing of collections of accounts receivable and the payment of accounts payable, partially offset by a $10.0 contribution to the Company’s U.S. cash balance pension plan during 2016. The increase in cash flows from 2015 to 2016 was primarily a result of improved cash flow from working capital in 2016 due to the timing of the collection of accounts receivable and the payment of accounts payable, as well as a $10.0 contribution to the Company’s U.S. cash balance pension plan during 2016 compared to a $20.0 contribution in 2015.

Cash flows used in investing activities were $57.8 during 2017, resulting from $58.5 of capital expenditures and $0.7 of net proceeds from the sale of a joint venture interest previously acquired in the buw acquisition. Cash flows used in investing activities were $225.7 during 2016, resulting from cash outflows of $137.9 (net of cash acquired) for the purchase of buw, $87.0 of capital expenditures and $0.8 for the purchase of short-term investments. Cash flows used in investing activities were $108.4 during 2015, resulting from $109.2 of capital expenditures and $0.8 of proceeds from the maturity of short-term and other investments during the period.

Cash flows used in financing activities were $150.3 during 2017 compared to $145.6 in 2016 and $135.1 in 2015. Activity in 2017 included net repayments of other long-term debt of $116.6 and net proceeds of amounts drawn under the asset securitization facility of $83.0. Additionally, we settled in cash the repurchase of 3.5 of the Company’s common shares for $82.2, paid $35.6 in cash dividends and received proceeds of $1.1 from the exercise of stock options. Activity in 2016 included repayments of other long-term debt of $3.1 and net repayments of amounts drawn under the asset securitization facility of $40.0. Additionally, we settled in cash the repurchase of 2.7 of the Company's common shares for $71.6. We also paid $32.7 in cash dividends and received $1.2 of excess tax benefits from share-based payment arrangements and $0.6 from the exercise of stock options. Activity in 2015 included repayments of other long-term debt of $57.5 and net proceeds from our asset securitization facility of $20.0. Additionally, we settled in cash the repurchase of 3.1 of the Company’s common shares for $72.5. We also paid $29.6 in cash dividends and received $1.2 of excess tax benefits from share-based payment arrangements and $3.3 from the exercise of stock options.

As of December 31, 2017, our credit ratings and outlook were as follows:

	Long-Term Debt	Outlook
Moody’s	Ba1	Stable
Standard and Poor’s	BB+	Stable

Our credit ratings and outlook could impact our ability to raise capital in the future as well as increase borrowing costs. A credit rating reflects only the view of the rating agency issuing the rating, is not a recommendation to buy, sell or hold Convergys securities and may be subject to revision or withdrawal by the rating agency at any time. Each rating should be evaluated independently of any other rating.

Free Cash Flow and Adjusted Free Cash Flow (non-GAAP measures)

We use free cash flow and adjusted free cash flow, which are non-GAAP measures, to assess the financial performance of the Company. We define free cash flow as cash flows from operating activities less capital expenditures, and adjusted free cash flow as free cash flow less expenditures associated with investment activity to expand or improve our business. A reconciliation of the GAAP measure, net cash provided by operating activities, to the non-GAAP measures, free cash flow and adjusted free cash flow, is as follows: 

	2017			2016			2015
Net cash flow provided by operating activities under U.S. GAAP		$263.0			$305.4			$249.3
Capital expenditures, net of proceeds from disposal of assets	(58.5		)	(87.0		)	(109.2		)
Free cash flow (a non-GAAP measure)		$204.5			$218.4			$140.1
Acquisition - cash paid for transaction and integration-related expenses (A)	4.2			6.9			13.3
Adjusted free cash flow (a non-GAAP measure)		$208.7			$225.3			$153.4

(A) Payments associated with investment activity for acquisition related items.

Adjusted free cash flow was $208.7 for 2017, compared to $225.3 and $153.4 for 2016 and 2015, respectively. The decrease of $16.6 from 2016 is primarily a result of decreased cash flow from working capital in 2017, largely due to the timing of collections of accounts receivable and the payment of accounts payable, as well as decreased capital expenditures in 2017 partially offset by a $10.0 contribution to the Company’s U.S. cash balance pension plan during 2016. The increase of $71.9 from 2015 to 2016 is primarily due to improved cash flow from working capital in 2016 due to the timing of the collection of accounts receivable and the payment of accounts payable, a $10.0 contribution to the Company’s U.S. cash balance pension plan in 2016 compared to a $20.0 contribution during 2015, and decreased capital expenditures in 2016.

We believe that free cash flow and adjusted free cash flow are useful to investors because they present the operating cash flow of the Company, excluding the capital that is spent to continue and improve business operations, such as investment in the Company’s existing business. Further, free cash flow and adjusted free cash flow provide an indication of the ongoing cash that is available for debt repayment, returning capital to shareholders and other opportunities. We also believe the presentation of these measures enhances investors’ ability to analyze trends in the business and evaluate the Company’s underlying performance relative to other companies in the industry. Limitations associated with the use of free cash flow and adjusted free cash flow include that they do not represent the residual cash flow available for discretionary expenditures as they do 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 measures, free cash flow and adjusted free cash flow, and the GAAP measure, cash flows from operating activities, in its evaluation of performance.

Capital Resources, Off-Balance Sheet Arrangements and Contractual Commitments

At December 31, 2017, total capitalization was $1,705.8, consisting of $268.6 of short-term and long-term debt and capital lease obligations, $1,377.7 of equity and $59.5 of temporary equity associated with the convertible debentures conversion feature. At December 31, 2016, total capitalization was $1,676.0, consisting of $298.8 of short-term and long-term debt and capital lease obligations, $1,315.9 of equity and $61.3 of temporary equity associated with the convertible debentures conversion feature. The total debt-to-capital ratio at December 31, 2017 was 15.7%, compared to 17.8% at December 31, 2016. This decrease is primarily due to a decrease in total debt outstanding as a result of decreased borrowings under the Company’s term loan.

On January 11, 2017 (the Effective Date), the Company entered into a new credit agreement (Credit Agreement) and repaid all amounts outstanding and terminated all commitments under its previously existing credit agreement (Prior Credit Agreement) using initial borrowings under the Credit Agreement as well as borrowings under the Company’s asset securitization facility. The Credit Agreement consists of a $215.0 unsecured term loan facility (Term Loan), maturing on March 3, 2019, and a $300.0 unsecured revolving credit facility (Revolving Credit Facility), maturing on January 11, 2022. On the Effective Date, the Company drew $100.0 in initial borrowings under the Term Loan. A $1.0 extinguishment loss was recognized on the Effective Date and is included in Interest expense on the Consolidated Statement of Income for the year ended December 31, 2017.

The Revolving Credit Facility may be extended for two additional one-year periods, subject to the satisfaction of certain conditions set forth in the Credit Agreement. In addition, aggregate borrowing capacity under the Credit Agreement may be increased by up to an additional $250.0 million by increasing the amount of the Revolving Credit Facility or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Credit Agreement, including the receipt of additional commitments for such increase. Borrowings outstanding under the Credit Agreement may be repaid from time to time without premium or penalty, other than customary breakage costs, if any.  Borrowings outstanding under the Credit Agreement bear interest at a fluctuating rate per annum equal to, at the Company’s option, either (a) the applicable adjusted LIBOR plus a spread based on the Company’s total net leverage ratio, or (b) a base rate (equal to the higher of the Administrative Agent’s prime rate, the federal fund rate plus 0.50%, and the one-month adjusted LIBOR plus 1.0%) plus a spread based on the Company’s total net leverage ratio. The Company is also obligated to pay a commitment fee on a quarterly basis on the unused portion of the commitments under the Revolving Credit Facility based on the Company’s total net leverage ratio, which fee is currently 25 basis points. While amounts borrowed and repaid under the Revolving Credit Facility can be re-borrowed, amounts repaid under the Term Loan cannot be borrowed again under the Credit Agreement. The Credit Agreement contains certain affirmative and negative covenants, as well as terms and conditions that are customary for credit facilities of this type, including financial covenants for leverage and interest coverage ratios. The Company was in compliance with all covenants at December 31, 2017. Total borrowing capacity remaining under the Revolving Credit Facility was $300.0, with $100.0 outstanding on the Term Loan, as of December 31, 2017. The carrying value of the Term Loan at December 31, 2017 reflects a discount of $0.7 related to fees paid directly to the lenders at issuance. This discount is being amortized over the life of the Term Loan using the effective interest rate method (3.6% as of December 31, 2017), and is included in interest expense in the Consolidated Statements of Income.

The Company established the Prior Credit Agreement on February 28, 2014 in the aggregate amount of $650.0. The Prior Credit Agreement consisted of unsecured term loans (Prior Term Loan) in the initial aggregate amount of $350.0, and an unsecured revolving credit facility (Prior Revolving Credit Facility) in the amount of $300.0. The Prior Term Loan and the Prior Revolving Credit Facility were scheduled to mature on March 3, 2019. Outstanding amounts were subject to interest at the applicable rate described in the Prior Credit Agreement.

During 2009, Convergys issued $125.0 aggregate principal amount of 5.75% Junior Subordinated Convertible Debentures due September 2029 (2029 Convertible Debentures) in exchange for $122.5 of 4.875% Unsecured Senior Notes due December 15, 2009, pursuant to an exchange offer. The entire balance of the 2029 Convertible Debentures remained outstanding and was convertible at the option of the holders as of December 31, 2017 and 2016.

During January 2017, the Company amended the terms of its asset securitization facility collateralized by accounts receivable of certain of the Company’s subsidiaries. The amendment resulted in an increased purchase limit of $225.0, with $90.0 and $135.0 expiring in January 2018 and January 2020, respectively. The asset securitization facility was further amended in January 2018 to extend the expiration date for the $90.0 purchase limit to January 2019. As of December 31, 2016, the asset securitization facility had a purchase limit of $150.0 expiring in January 2017. The asset securitization program is conducted through Convergys Funding Inc., a wholly-owned bankruptcy remote subsidiary of the Company. As of December 31, 2017 and 2016, Convergys had drawn $103.0 and $20.0, respectively, in available funding from qualified receivables. Amounts drawn under this facility have been classified as long-term debt within the Consolidated Balance Sheets, based on the Company’s ability and intent to refinance on a long-term basis as of December 31, 2017.

During 2017, we repurchased 3.4 of our common shares for $81.6 pursuant to a share repurchase authorization approved by the Company’s Board of Directors in August 2015, which increased the share repurchase authorization to $250.0. Based upon timing of transactions, $0.9 of the shares repurchased during December 2016 settled during the first quarter of 2017. Additionally, $0.3 of the shares repurchased during December 2017 had not settled as of December 31, 2017. At December 31, 2017, the Company had the authority to repurchase $61.5 of outstanding common shares under the Board’s August 2015 authorization. The timing and terms of any future transactions will depend on a number of considerations including market conditions, our available liquidity and capital needs, and limits on share repurchases that may be applicable under the covenants in our Credit Agreement.

The following summarizes our contractual obligations at December 31, 2017, and the effect such obligations are expected to have on liquidity and cash flows in future periods:

Contractual Obligations	Total		Less Than 1 Year		1-3 Years		After 3 Years
Debt and capital lease obligations (1)		$330.1		$42.2		$162.9		$125.0
Debt interest (2)	91.2		11.7		23.5		56.0
Operating leases (3)	421.9		104.9		202.5		114.5
Pension contributions (4)	33.6		—		10.2		23.4
Transition tax related to 2017 Tax Act (5)	6.1		0.5		1.5		4.1
Unrecognized tax benefits (6)	—		—		—		—
Tax recapture - 2029 Convertible Debentures (7)	—		—		—		—
Total		$882.9		$159.3		$400.6		$323.0

(1) See Note 7 of the Notes to Consolidated Financial Statements for further information.

(2) This includes interest expense on fixed and variable rate debt in addition to capital lease obligations. This includes only the cash component of interest expense on our 2029 Convertible Debentures, assumes the December 31, 2017 interest rate of 1.9% on the Asset Securitization Facility and assumes the December 31, 2017 interest rate of 3.0% and minimum amortization payments on the Term Loan.

(3) See Note 11 of the Notes to Consolidated Financial Statements for further information.

(4) In order for the Company to meet its Employee Retirement Income Security Act of 1974 (ERISA) funding requirements for future years, estimates for 2018 and beyond assume a 6.25% return on assets and Bipartisan Budget Act of 2015 interest rates.  Actual cash payments may vary based upon actual performance.

(5) This represents a one-time transition cash tax resulting from the 2017 Tax Act, associated with the Company’s accumulated earnings of foreign subsidiaries, minus associated credits and deductions, as of December 31, 2017. This one-time transition tax is expected to be paid in annual installments over an eight-year period.

(6) Unrecognized tax benefits of $21.3 are excluded from this table as the uncertainty related to the amount and period of any cash settlement prevents the Company from making a reasonably reliable estimate.

(7) The Company could be subject to tax recapture payments if it elects to redeem all or part of the 2029 Convertible Debentures on or after September 15, 2019. This amount as of December 31, 2017 was $14.8, which is excluded from this table as the uncertainty related to the amount and period of any future redemptions prevents the Company from making a reasonably reliable estimate.

At December 31, 2017, we had outstanding letters of credit and bond obligations of approximately $13.6 related to performance guarantees. We believe that any guarantee obligation that may arise related to performance and payment guarantees of continuing operations will not be material. The Company also has future purchase commitments with telecommunications and transportation providers of $20.1 at December 31, 2017.

During 2016 and 2017, our Board of Directors declared the following dividends per common share, which were paid by the Company on the payment dates listed below:

Announcement Date	Record Date	Dividend Amount	Payment Date
February 23, 2016	March 24, 2016	$0.08	April 8, 2016
May 9, 2016	June 24, 2016	$0.09	July 8, 2016
August 8, 2016	September 23, 2016	$0.09	October 7, 2016
November 8, 2016	December 23, 2016	$0.09	January 6, 2017
February 22, 2017	March 24, 2017	$0.09	April 7, 2017
May 8, 2017	June 23, 2017	$0.10	July 7, 2017
August 8, 2017	September 22, 2017	$0.10	October 6, 2017
November 7, 2017	December 22, 2017	$0.10	January 5, 2018

On February 21, 2018, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.10 per common share to be paid on April 6, 2018 to shareholders of record as of March 23, 2018.

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 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 our shareholders, subject to our Board’s determination that cash dividends are in the best interests of our shareholders.

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 rates. In using derivative financial instruments to hedge exposures to changes in exchange rates, we expose ourselves to counterparty credit risk. We manage exposure to counterparty credit risk by entering into derivative financial instruments with investment grade-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 December 31, 2017, Convergys had $203.0 of variable rate debt outstanding under the Term Loan and Asset Securitization Facility, which exposes Convergys to changes in interest rates. Holding other variables constant, including the total amount of outstanding indebtedness, a one hundred basis point increase in interest rates on our variable-rate debt would cause an estimated increase in interest expense of approximately $2.0 per year.

Foreign Currency Exchange Rate Risk

While most of our contracts are priced in U.S. dollars, we recognize a substantial amount of revenue under contracts that are denominated in euros, British pounds, Australian dollars and Canadian dollars. A significant increase in the value of the U.S. dollar relative to these currencies may have a material adverse impact on the value of those revenues when translated to U.S. dollars.

We serve many of our U.S.-based clients using contact center capacity outside of the U.S. Although the contracts with these clients are typically priced in U.S. dollars, a substantial portion of the costs incurred to deliver services under these contracts are denominated in the local currency of the country where services are provided, which represents a foreign exchange exposure. Additionally, we have certain client contracts that are priced in Australian dollars, for which a substantial portion of the costs to deliver services are denominated in other currencies. As of December 31, 2017, we have hedged a portion of our exposure related to the anticipated cash flow requirements denominated in certain foreign currencies by entering into hedging contracts with several financial institutions to acquire a total of PHP 32,040.0 at a fixed price of $634.8 at various dates through September 2020, INR 10,170.0 at a fixed price of $140.1 at various dates through June 2020 , CAD 38.0 at a fixed price of $28.6 at various dates through December 2019 and COP 40,200.0 at a fixed price of $12.7 at various dates through June 2019, and to sell a total of AUD 24.8 at a fixed price of $19.3 at various dates through October 2018. The fair value of these derivative instruments as of December 31, 2017 is presented in Note 13 of the Notes to Consolidated Financial Statements. The potential loss in fair value at December 31, 2017 for such contracts resulting from a hypothetical 10% adverse change in the underlying foreign currency exchange rates is approximately $84.8. This loss would be substantially mitigated by corresponding gains on the underlying foreign currency exposures.

Other foreign currency exposures arise from transactions denominated in a currency other than the functional currency. We periodically enter into hedging 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 December 31, 2017, the fair value of these derivatives not designated as hedges was a $8.9 payable.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We prepare our Financial Statements in conformity with accounting principles generally accepted in the United States. Our significant accounting policies are disclosed in Note 2 of the Notes to Consolidated Financial Statements. The preparation of Financial Statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect reported amounts and related disclosures. On an ongoing basis, we evaluate our estimates and judgments in these areas based on historical experience and other relevant factors. Our estimates as of the date of the Financial Statements reflect our best judgment giving consideration to all currently available facts and circumstances. As such, these estimates may require adjustment in the future, as additional facts become known or as circumstances change.

We have identified below the accounting policies and estimates that we believe are most critical in preparing our statements of financial condition and operating results. We have reviewed these critical accounting policies and estimates and related disclosures with the Audit Committee of our Board of Directors.

Goodwill

The Company has recorded on its Consolidated Balance Sheets goodwill of $937.9 and $916.9 at December 31, 2017 and 2016, respectively. This increase in 2017 was due to foreign currency translation during the year, partially offset by measurement period adjustments associated with the Company’s acquisition of buw. The Company tests goodwill for impairment annually as of October 1 and at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable.

The Company’s reporting units are Customer Management - Agent Services and Customer Management - Customer Interaction Technology (CIT). Goodwill is allocated to the reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units, it generally no longer retains its identification with a particular acquisition, but instead becomes identified with a reporting unit as a whole. As a result, all of the fair value of each reporting unit is available to support the value of goodwill allocated to the unit. For 2017, the Company tested goodwill for the Customer Management – Agent Services reporting unit, which holds 100% of the Company’s goodwill balance.

The first step of the impairment test compares the fair value of a reporting unit with its carrying amount, including the goodwill allocated to the reporting unit (Step 1). If the fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not to be impaired and no further analysis is necessary. If the carrying amount of the reporting unit exceeds the fair value, there is an indication of potential impairment and a second step of testing is performed to measure the amount of the impairment, if any, for that reporting unit.

When required, the second step compares the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of the net assets and identifiable intangibles as if the reporting unit were being acquired. Any excess of the carrying value of the reporting unit goodwill over the implied fair value of the reporting unit goodwill will be recorded as an impairment loss. An impairment charge recognized cannot exceed the amount of goodwill allocated to a reporting unit and cannot be reversed subsequently even if the fair value of the reporting unit recovers.

Fair value of the reporting unit is determined using the income approach with corroboration from the market approach. Under the market approach, fair value is based on revenue and earnings multiples for guideline public companies in the reporting unit’s peer group. The market approach requires judgment regarding the selection of guideline companies. Under the income approach, fair value is dependent on the present value of net cash flows to be derived from ownership of the reporting unit. The income approach requires significant judgment including estimates about future cash flows and discount rates. The forecasted cash flows are based upon the Company’s long-term strategic business plan, and a terminal value is used to estimate the reporting unit’s cash flows beyond this plan. The discount rate represents the weighted-average cost of capital, which is an estimate of the overall after-tax rate of return required by equity and debt market participants of a business enterprise. Both the market and income approaches require the use of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the timing of expected future cash flows. Discount rate assumptions are based upon an assessment of the risk inherent in the future cash flows. The assumptions used in the current year models are generally consistent with the prior year models.

The most recent annual impairment test performed as of October 1, 2017, indicated that the fair value of the Customer Management - Agent Services reporting unit was substantially in excess of its carrying value. However, future impairment charges could be required if a divestiture decision is made or other significant economic events occur with respect to the reporting unit. Subsequent to our October 1, 2017 annual impairment test, no indications of an impairment were identified.

Other Intangible Assets

At December 31, 2017, we had other intangible assets, net of amortization, with a carrying value of $287.3, which consisted of $286.6 in customer relationships and $0.7 in tradenames. As amortizable intangible assets, the Company evaluates the intangible assets for recoverability on an annual basis or if events or circumstances indicate a possible inability to recover their carrying amounts, by comparing estimates of undiscounted future cash flows to the carrying values of the related assets. Based on the results of testing, no impairment charges were recognized in 2017.

Property and Equipment

The cost of property, plant and equipment is depreciated using the straight-line method over the estimated useful lives of the assets. Buildings are generally depreciated over a 30-year life, software over a three- to ten-year life and equipment generally over a three- to five-year life. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Depreciation expense for assets held under capital lease is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related leases. The Company reviews property, plant and equipment asset groups for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company monitors these changes and events on at least a quarterly basis. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset group, or a current expectation that an asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the property, plant and equipment asset groups, as well as specific appraisals in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other property, plant and equipment asset groups. If the future undiscounted cash flows result in a value that is less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Various factors that the Company uses in determining the impact of these assessments include the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such asset groups, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. As judgment is involved in determining the fair value of property, plant and equipment asset groups, there is risk that the carrying value of these assets may require adjustment in future periods.

Income Taxes

The provision for income taxes includes income taxes paid, currently payable or receivable, and those deferred. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are expected to be settled or realized.

Our effective tax rates could be affected by numerous factors, such as intercompany transactions, the relative amount of our foreign earnings, including earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, the applicability of special tax regimes, losses incurred in jurisdictions for which we are not able to realize the related tax benefit, changes in foreign currency exchange rates, entry into new businesses and geographies, changes to our existing businesses and operations, acquisitions (including integrations) and investments and how they are financed, changes in our stock price, changes in our deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles, and interpretations. In addition, a number of countries are actively pursuing changes to their tax laws applicable to corporate multinationals, such as the recently enacted 2017 Tax Act in the United States. Finally, foreign governments may enact tax laws in response to the 2017 Tax Act that could result in further changes to global taxation and materially affect our financial position and results of operations.

The 2017 Tax Act significantly changes how the U.S. taxes corporations. The 2017 Tax Act requires complex computations to be performed that were not previously required in U.S. tax law, significant judgments to be made in interpretation of the provisions of 2017 Tax Act and significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies could interpret or issue guidance on how provisions of the 2017 Tax Act will be applied or otherwise administered that is different from our interpretation. As we complete our analysis of the 2017 Tax Act, collect and prepare necessary data, and interpret any additional guidance, we may make adjustments to provisional amounts that we have recorded that may materially impact our provision for income taxes in the period in which the adjustments are made.

The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical pretax and taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and the Company’s tax methods of accounting.

The Company also reviews its tax activities and evaluates uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit, which is the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense. Significant judgment is required in determining our liability for uncertain tax positions. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or non-U.S. taxes may be significantly different from our estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. We believe that we make a reasonable effort to ensure accuracy in our judgments and estimates.

NEW ACCOUNTING PRONOUNCEMENTS

For a discussion and analysis of recently issued accounting pronouncements and their impact on Convergys, see Note 2 of the Notes to Consolidated Financial Statements.

Convergys Corporation 2017 Annual Report 8

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by Item 7A is included in Item 7 of this Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Beginning on page 40 are the Consolidated Financial Statements with applicable notes and the related Report of Independent Registered Public Accounting Firm, the supplementary financial information specified by Item 302 of Regulation S-K and Financial Statement Schedule II – Valuation and Qualifying Accruals.

Convergys Corporation 2017 Annual Report 9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Convergys Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Convergys Corporation (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), Convergys Corporation’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 21, 2018, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2001

Cincinnati, Ohio

February 21, 2018

Convergys Corporation 2017 Annual Report 10

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended December 31,
(Amounts in millions except per share amounts)	2017			2016			2015
Revenues		$2,792.1			$2,913.6			$2,950.6
Costs and Expenses:
Cost of providing services and products sold (1)	1,734.9			1,843.1			1,871.9
Selling, general and administrative	699.0			695.4			687.0
Depreciation	105.1			122.2			141.5
Amortization	28.9			28.1			27.0
Restructuring charges	23.2			3.7			7.2
Transaction and integration costs	3.8			6.5			11.3
Total costs and expenses	2,594.9			2,699.0			2,745.9
Operating Income	197.2			214.6			204.7
Other income (expense), net	0.9			(10.6		)	(9.5		)
Interest expense	(18.3		)	(18.1		)	(18.2		)
Income before Income Taxes	179.8			185.9			177.0
Income tax expense	58.4			52.9			8.6
Income from Continuing Operations, net of tax	121.4			133.0			168.4
Income from Discontinued Operations, net of tax	—			10.0			0.6
Net Income		$121.4			$143.0			$169.0
Basic Earnings per Common Share:
Continuing Operations		$1.30			$1.39			$1.72
Discontinued Operations	—			0.10			0.01
Basic Earnings per Common Share		$1.30			$1.49			$1.73
Diluted Earnings per Common Share:
Continuing Operations		$1.22			$1.30			$1.60
Discontinued Operations	—			0.10			0.01
Diluted Earnings per Common Share		$1.22			$1.40			$1.61
Weighted Average Common Shares Outstanding:
Basic	93.2			95.8			98.1
Diluted	99.9			102.5			104.7
Cash dividends declared per share		$0.39			$0.35			$0.31

(1) Exclusive of depreciation and amortization, with the exception of amortization of deferred charges.

The accompanying notes are an integral part of the Consolidated Financial Statements.

Convergys Corporation 2017 Annual Report 11

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended December 31,
(In millions)	2017			2016			2015
Net Income		$121.4			$143.0			$169.0
Other Comprehensive Income (Loss), net of tax:
Foreign currency translation adjustments	21.2			(18.4		)	(37.1		)
Change related to pension liability (net of tax benefit (expense) of $2.3, $(3.5) and $(3.2))	(9.9		)	5.8			9.8
Unrealized gain (loss) on hedging activities (net of reclassification adjustments and net of tax (expense) benefit of $(19.3), $(0.4)and $4.9)	35.9			0.6			(7.8		)
Total other comprehensive income (loss)	47.2			(12.0		)	(35.1		)
Total Comprehensive Income		$168.6			$131.0			$133.9

The accompanying notes are an integral part of the Consolidated Financial Statements.

Convergys Corporation 2017 Annual Report 12

CONSOLIDATED BALANCE SHEETS

	At December 31,
(Amounts in millions)	2017			2016
ASSETS
Current Assets:
Cash and cash equivalents		$193.7			$138.8
Short-term investments	13.5			12.4
Receivables, net of allowances of $4.8 and $5.8	567.2			555.0
Prepaid expenses	35.9			38.6
Other current assets	47.4			40.0
Total current assets	857.7			784.8
Property and equipment, net	260.0			304.1
Goodwill	937.9			916.9
Other intangibles, net	287.3			307.6
Deferred income tax assets	21.3			17.7
Other assets	50.5			40.7
Total Assets		$2,414.7			$2,371.8
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Debt and capital lease obligations maturing within one year		$0.9			$1.8
Payables and other current liabilities	322.1			345.8
Total current liabilities	323.0			347.6
Long-term debt and capital lease obligations	267.7			297.0
Deferred income tax liabilities	222.6			197.8
Accrued pension liabilities	94.7			80.3
Other long-term liabilities	69.5			71.9
Total liabilities	977.5			994.6
Convertible debentures conversion feature	59.5			61.3
Shareholders’ Equity:
Preferred shares—without par value, 5.0 authorized; none issued or outstanding	—			—
Common shares—without par value, 500.0 authorized; 92.5 and 191.0 issued, 91.8 and 94.7 outstanding, as of December 31, 2017 and December 31, 2016, respectively	2.5			1,110.0
Treasury stock—0.6 shares in 2017 and 96.3 in 2016	(16.0		)	(1,635.3		)
Retained earnings	1,457.8			1,955.0
Accumulated other comprehensive loss	(66.6		)	(113.8		)
Total shareholders’ equity	1,377.7			1,315.9
Total Liabilities and Shareholders’ Equity		$2,414.7			$2,371.8

The accompanying notes are an integral part of the Consolidated Financial Statements.

Convergys Corporation 2017 Annual Report 13

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
(Amounts in millions)	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$121.4			$143.0			$169.0
Income from discontinued operations, net of tax	—			10.0			0.6
Income from continuing operations, net of tax	121.4			133.0			168.4
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities of continuing operations:
Depreciation and amortization	134.0			150.3			168.5
Deferred income tax expense	2.6			9.9			4.6
Stock compensation expense	16.6			17.4			15.7
Changes in assets and liabilities, net of acquisitions:
Change in receivables	(18.7		)	18.3			(34.6		)
Change in other current assets	6.5			(5.0		)	(9.9		)
Change in deferred charges, net	(0.1		)	1.2			1.8
Change in other assets and liabilities	5.2			(14.3		)	(35.2		)
Change in payables and other current liabilities	(4.5		)	(5.4		)	(30.0		)
Net cash provided by operating activities	263.0			305.4			249.3
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(58.5		)	(87.0		)	(109.2		)
Net proceeds from sale of joint venture interest previously acquired in the buw acquisition	0.7			—			—
Purchase of short-term and other investments	—			(0.8		)	—
Proceeds from maturity of short-term and other investments	—			—			0.8
Acquisitions, net of cash acquired	—			(137.9		)	—
Net cash used in investing activities	(57.8		)	(225.7		)	(108.4		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of other long-term debt (term loan)	100.0			—			—
Repayments of other long-term debt (term loan and capital lease obligations)	(216.6		)	(3.1		)	(57.5		)
Proceeds from Asset Securitization Facility	731.4			961.0			822.0
Repayment of Asset Securitization Facility	(648.4		)	(1,001.0		)	(802.0		)
Repurchase of common shares	(82.2		)	(71.6		)	(72.5		)
Proceeds from exercise of stock options	1.1			0.6			3.3
Payments of dividends	(35.6		)	(32.7		)	(29.6		)
Excess tax benefit from share-based payment arrangements	—			1.2			1.2
Net cash used in financing activities	(150.3		)	(145.6		)	(135.1		)
Net increase (decrease) in cash and cash equivalents	54.9			(65.9		)	5.8
Cash and cash equivalents at beginning of period	138.8			204.7			198.9
Cash and cash equivalents at end of period		$193.7			$138.8			$204.7
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest		$15.4			$14.9			$15.0
Income taxes paid, net		$37.3			$55.8			$42.8

 The accompanying notes are an integral part of the Consolidated Financial Statements.

Convergys Corporation 2017 Annual Report 14

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Amounts in millions)	Number of Common Shares		Common Shares			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Total
Balance at December 31, 2014	189.8			$1,077.5			($1,491.2	)		$1,707.6			($66.7	)		$1,227.2
Issuance of common shares	0.6		—			—			—			—			—
Tax related to share-based arrangements, net of excess tax benefits	—		(2.4		)	—			—			—			(2.4		)
Proceeds from exercise of stock options	—		3.3			—			—			—			3.3
Repurchase of common shares	—		—			(72.5		)	—			—			(72.5		)
Net income	—		—			—			169.0			—			169.0
Other comprehensive loss	—		—			—			—			(35.1		)	(35.1		)
Cash dividends declared	—		—			—			(30.4		)	—			(30.4		)
Amortization of stock-based compensation	—		15.7			—			—			—			15.7
Convertible notes conversion feature	—		1.4			—			—			—			1.4
Balance at December 31, 2015	190.4		1,095.5			(1,563.7		)	1,846.2			(101.8		)	1,276.2
Issuance of common shares	0.6		—			—			—			—			—
Tax related to share-based arrangements, net of excess tax benefits	—		(5.1		)	—			—			—			(5.1		)
Proceeds from exercise of stock options	—		0.6			—			—			—			0.6
Repurchase of common shares	—		—			(71.6		)	—			—			(71.6		)
Net income	—		—			—			143.0			—			143.0
Other comprehensive loss	—		—			—			—			(12.0		)	(12.0		)
Cash dividends declared	—		—			—			(34.2		)	—			(34.2		)
Amortization of stock-based compensation	—		17.4			—			—			—			17.4
Convertible notes conversion feature	—		1.6			—			—			—			1.6
Balance at December 31, 2016	191.0		1,110.0			(1,635.3		)	1,955.0			(113.8		)	1,315.9
Issuance of common shares	0.6		—			—			—			—			—
Retirement of treasury shares	(99.1	)	(1,120.8		)	1,702.0			(581.2		)	—			—
Transfer of Convergys Stock from EDCP grantor trust	—		—			(1.1		)	—			—			(1.1		)
Tax related to share-based arrangements	—		(6.2		)	—			—			—			(6.2		)
Proceeds from exercise of stock options	—		1.1			—			—			—			1.1
Repurchase of common shares	—		—			(81.6		)	—			—			(81.6		)
Net income	—		—			—			121.4			—			121.4
Other comprehensive income	—		—			—			—			47.2			47.2
Cash dividends declared	—		—			—			(36.8		)	—			(36.8		)
Cumulative adjustment related to the adoption of ASU 2016-09	—		—			—			(0.6		)	—			(0.6		)
Amortization of stock-based compensation	—		16.6			—			—			—			16.6
Convertible notes conversion feature	—		1.8			—			—			—			1.8
Balance at December 31, 2017	92.5			$2.5			($16.0	)		$1,457.8			($66.6	)		$1,377.7

Convergys Corporation 2017 Annual Report 15

The accompanying notes are an integral part of the Consolidated Financial Statements.

Convergys Corporation 2017 Annual Report 16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions except per share amounts)

1. BACKGROUND AND BASIS OF PRESENTATION

Convergys Corporation is a global leader in customer experience outsourcing, focused on bringing value to its clients through every customer interaction. As of December 31, 2017, Convergys had approximately 115,000 employees in 33 countries, interacting with our clients’ customers in 58 languages. In order to help clients serve their customers, Convergys operates 140 contact centers. Convergys leverages its geographic footprint and comprehensive capabilities to help leading companies create quality customer experiences across multiple interaction channels, such as voice, chat, email and interactive voice response.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and U.S. Securities and Exchange Commission regulations. The Consolidated Financial Statements include the accounts of the Company’s majority-owned subsidiaries. All material intercompany accounts and transactions are eliminated upon consolidation.

Reclassification

Certain prior year balances in the Consolidated Statements of Income have been reclassified to conform to the current year presentation. For the year ended December 31, 2016, the Company reclassified certain expenses related to the acquired buw operations. This resulted in a $17.9 decrease to Cost of providing services and products sold and an offsetting $17.9 increase to Selling, general and administrative expense on the Consolidated Statement of Income for the year ended December 31, 2016. The reclassification adjustment resulted in no other impacts to the Company’s Consolidated Financial Statements and is not deemed to be material.

See New Accounting Pronouncements below for discussion of other prior period reclassifications that resulted from the Company’s adoption of ASU 2017-07.

Use of Estimates, Risks and Uncertainties

The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. These estimates include, but are not limited to, project completion dates, time and cost required to complete projects for purposes of revenue recognition and future revenue, expense and cash flow estimates for purposes of impairment analysis, loss contract evaluation, and the Company’s accounting for income taxes. Actual results could differ from those estimates.

The Company’s results are affected by economic, political, legislative, regulatory and legal actions. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries insurance in an amount and scope that the Company believes are appropriate, the Company could be adversely affected by civil, criminal, regulatory or administrative actions, claims or proceedings.

Foreign Currency Translation

Assets and liabilities of non-U.S. operations are translated to U.S. dollars at year-end exchange rates. Revenues and expenses are translated at average exchange rates for the related period. Translation adjustments are accumulated and reflected as adjustments to other comprehensive (loss) income, a component of Shareholders’ Equity, and included in net earnings only upon sale or liquidation of the underlying foreign subsidiary. Gains or losses resulting from foreign exchange transactions related to balance sheet positions are recorded in the Consolidated Statements of Income within Other income (expense), net.

Revenue Recognition

Revenues mostly consist of fees generated from outsourced services provided to the Company’s clients. More than 95% of the Company’s revenues are derived from agent-related services. The Company typically recognizes these revenues as services are performed based on staffing hours or the number of contacts handled by service agents using contractual rates. The remaining revenues are derived from the sale of premise-based and hosted 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 services are provided over the duration of the contract using contractual rates. These contracts are typically one year or less in duration.

Revenues are recognized only when the services are performed, there is evidence of an arrangement, the Company determines that the fee is fixed and determinable and collection of the fee included in the arrangement is considered probable. When determining whether the fee is considered fixed and determinable and collection is probable, the Company considers a number of factors including the creditworthiness of the client and the contractual payment terms. If a client is not considered creditworthy, recognition of all revenue under arrangements with that client is deferred until receipt of cash. If payment terms extend beyond what is considered customary or standard in the related industry and geographic location, recognition of the revenue is deferred until the related fees become due and payable.

Certain contracts have performance-related bonus provisions that require the client to pay us a bonus based upon our meeting agreed-upon service levels and performance metrics. These bonuses are recognized only after required measurement targets are met and the other criteria for recognition are satisfied.

Stock-Based Compensation

The Company accounts for stock-based payment transactions in which the Company receives employee services in exchange for equity instruments of the Company. Stock-based compensation cost for restricted stock units and performance restricted stock units is measured based on the closing fair market value of the Company’s common shares on the date of grant. The Company recognizes stock-based compensation cost as expense for awards other than its performance-based restricted stock units ratably on a straight-line basis over the requisite service period. The Company recognizes stock-based compensation cost associated with its performance based restricted stock units over the requisite service period if it is probable that the performance conditions will be satisfied. The Company accounts for expense reductions that result from the forfeiture of unvested awards in the period that the forfeitures occur.

Income Taxes

The provision for income taxes includes taxes paid, currently payable or receivable, and those deferred. The Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries and, as a result, previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. The 2017 Tax Act also includes a new minimum tax on global intangible low-tax income, which the Company will recognize as period costs when incurred. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to be settled or realized.

The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical pre-tax and taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and the Company’s tax methods of accounting.

The Company also reviews its tax activities and evaluates uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit, which is the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense.

Other Comprehensive Income (Loss)

Components of other comprehensive income (loss) include currency translation adjustments, changes related to pension liabilities, net of tax, and unrealized gains (losses) on hedging activities, net of tax. Foreign currency translation adjustments generally are not adjusted for income taxes as they relate to indefinite investments in non-U.S. operations. Accumulated other comprehensive income (loss) also includes, net of tax, actuarial gains or losses, prior service costs or credits and transition assets and obligations that are not recognized currently as components of net periodic pension cost.

Concentration of Credit Risk

In the normal course of business, the Company is exposed to credit risk. The principal concentrations of credit risk are cash and cash equivalents, short-term investments, accounts receivable and derivative instruments. The Company regularly monitors and reviews identified credit risk exposures. Historically, credit losses on accounts receivable have not been material because of the large concentration of revenues with a small number of large, established companies. The Company does not require collateral or other security to support accounts receivable. The Company evaluates the creditworthiness of its clients in conjunction with its revenue recognition processes, as discussed above, as well as through its ongoing collectability assessment processes for accounts receivable. The Company maintains an allowance for doubtful accounts receivable based upon factors surrounding the credit risk of specific clients, historical trends and other information. The Company limits its counterparty credit risk exposures by entering into derivative contracts with financial institutions that are investment grade rated.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less.

Receivables and Allowance for Doubtful Accounts

Trade receivables are comprised primarily of amounts owed to the Company by clients and are presented net of an allowance for doubtful accounts of $4.8 and $5.8 at December 31, 2017 and 2016, respectively. Contracts with individual clients determine when receivables are due, generally within 30 to 60 days, and whether interest is accrued on late payments.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company regularly reviews the adequacy of its allowance for doubtful accounts. The Company determines the allowance based on historical write-off experience and current economic conditions and also considers factors such as customer credit, past transaction history with the customer and changes in customer payment terms when determining whether the collection of a receivable is reasonably assured. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Property and Equipment

Property and equipment are stated at cost. Depreciation is based on the straight-line method over the estimated useful lives of the assets. Buildings are generally depreciated over a 30-year life, software over a three- to ten-year life and equipment generally over a three- to five-year life. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Depreciation expense for assets held under capital leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. Included within Property and equipment is initial cost of $3.5 related to assets under capital lease arrangements.

The Company reviews property and equipment asset groups for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company monitors these changes and events on at least a quarterly basis. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset group, or a current expectation that an asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the property and equipment asset groups, as well as specific appraisals in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other property and equipment asset groups. If the future undiscounted cash flows result in a value that is less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Various factors that the Company uses in determining the impact of these assessments include the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such asset groups, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Because judgment is involved in determining the fair value of property and equipment asset groups, there is risk that the carrying value of these assets may require adjustment in future periods.

Internal Use Software

The Company capitalizes certain expenditures for software that is purchased or internally developed for use in the business. During 2017, 2016, and 2015, amounts capitalized for internally developed software were $2.0, $3.7 and $14.2, respectively. Amortization of internal use software begins when the software is ready for service and continues on the straight-line method over the estimated useful life, generally ranging from three to ten years.

Business Combinations

Accounting for acquisitions requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with corresponding adjustments to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Refer to Note 3 of the Notes to Consolidated Financial Statements for a discussion of the buw acquisition.

Goodwill and Other Intangibles

As discussed more fully in Note 6, goodwill is reviewed at the reporting unit level for impairment as of October 1 of each year and at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable.

The first step of the impairment test compares the fair value of a reporting unit with its carrying amount, including the goodwill allocated to the reporting unit (Step 1). If the fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not to be impaired and no further analysis is necessary. If the carrying amount of the reporting unit exceeds the fair value, there is an indication of potential impairment and a second step of testing is performed to measure the amount of the impairment, if any, for that reporting unit.

When required, the second step compares the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of the net assets and identifiable intangibles as if the reporting unit were being acquired. Any excess of the carrying value of the reporting unit goodwill over the implied fair value of the reporting unit goodwill will be recorded as an impairment loss. An impairment charge recognized cannot exceed the amount of goodwill allocated to a reporting unit and cannot be reversed subsequently even if the fair value of the reporting unit recovers.

Fair value of the reporting unit is determined using the income approach with corroboration from the market approach. Under the market approach, fair value is based on revenue and earnings multiples for guideline public companies in the reporting unit’s peer group. The market approach requires judgment regarding the selection of guideline companies. Under the income approach, value is dependent on the present value of net cash flows to be derived from ownership of the reporting unit. The income approach requires significant judgment including estimates about future cash flows and discount rates.

Other intangibles, primarily customer relationship assets and trademarks, are amortized over a straight-line basis with estimated useful lives ranging from one to seventeen years and are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amounts.

Postemployment Benefits

The funded status of the Company’s pension and other postretirement benefit plans is recognized in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at December 31, the measurement date. For defined benefit pension plans, the benefit obligation is the projected benefit obligation (PBO) and, for the other postretirement benefit plans, the benefit obligation is the accumulated postretirement benefit obligation (APBO). The PBO represents the actuarial present value of benefits expected to be paid upon retirement. For active plans, the present value reflects estimated future compensation levels. The APBO represents the actuarial present value of postretirement benefits attributed to employee services already rendered. The fair value of plan assets represents the current market value of assets held by an irrevocable trust fund for the sole benefit of participants. The measurement of the benefit obligation is based on the Company’s estimates and actuarial valuations. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain key assumptions that require significant judgment, including, but not limited to, estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates. For additional information regarding plan assumptions and the current financial position of the Company’s pension and other postretirement plans, see Note 9.

The Company provides severance benefits to certain employees. The Company accrues the benefits when it becomes probable that such benefits will be paid and when sufficient information exists to make reasonable estimates of the amounts to be paid.

Government Grants

From time to time, the Company receives grants from local or state governments as an incentive to locate or retain operations in their jurisdictions. Depending on the arrangement, the grants are either received up-front or at the time the Company achieves the milestones set forth in the grant. The Company’s policy is to record the grant funds received as deferred credit and to amortize the deferred credit as a reduction of cost of providing services and products sold or selling, general and administrative expense as the milestones are met over the term of the grant.

Derivative Instruments

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 and interest rates. The Company currently uses only cash flow hedges. These instruments are hedges of forecasted transactions or of the variability of cash flows to be received or paid related to a recognized asset or liability. The Company generally enters into hedging contracts expiring within 36 months as hedges of anticipated cash flows denominated in foreign currencies. These contracts are entered into to protect against the risk that the eventual cash flows resulting from such transactions will be adversely affected by changes in exchange rates. In using derivative financial instruments to hedge exposures to changes in exchange rates, the Company exposes itself to counterparty credit risk.

All derivatives, including foreign currency exchange contracts, are recognized in the Consolidated Balance Sheets at fair value. Fair values for the Company’s derivative financial instruments are based on quoted market prices of comparable instruments or, if none are available, on pricing models or formulas using current assumptions. On the date the derivative contract is entered into, the Company determines whether the derivative contract qualifies for designation as a hedge. For derivatives that are designated as hedges, the Company further designates the hedge as either a fair value or cash flow hedge; all currently existing hedges have been designated as cash flow hedges. Changes in the fair value of derivatives that are highly effective and designated as cash flow hedges are reported as a component of Other Comprehensive (Loss) Income and reclassified into earnings in the same line-item associated with the forecasted transaction and in the same periods during which the hedged transaction impacts earnings. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedging activities. This process includes linking all derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to forecasted transactions, respectively. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively.

The Company also periodically enters into hedging contracts that are not designated as hedges. The purpose of the majority 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. The Company records changes in the fair value of these derivative instruments in the Consolidated Statements of Income within Other income, net.

Investments

Management determines the appropriate classification of securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Currently all investment securities are classified as trading, and are reported within short-term investments in the Consolidated Balance Sheets. Trading 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 is included in Other income (expense), net.

Fair Value Measurements

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

New Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-04, “Simplifying the Test for Goodwill Impairment.” This ASU eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. Goodwill impairment charges, if any, would be determined by the difference between a reporting unit's carrying value and its fair value (impairment loss is limited to the carrying value). This standard is effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs.” This ASU requires the service component of pension and other postretirement benefit costs to be presented in the same line item as other employee compensation costs on the consolidated statement of income; however, the other components of net benefit cost are required to be presented outside of operating income within the consolidated statements of income. The Company retrospectively adopted this ASU on January 1, 2017. The impact of the adoption on balances previously reported as of December 31, 2016 and 2015 were as follows:

	Year Ended December 31, 2016
Consolidated Statement of Income Caption	Previously Reported			Change			Currently Reported
Cost of providing services and products sold		$1,848.0			($4.9	)		$1,843.1
Selling, general and administrative		$700.2			($4.8	)		$695.4
Total costs and expenses		$2,708.7			($9.7	)		$2,699.0
Operating Income		$204.9			$9.7			$214.6
Other income (expense), net		($0.9	)		($9.7	)		($10.6	)

	Year Ended December 31, 2015
Consolidated Statement of Income Caption	Previously Reported		Change			Currently Reported
Cost of providing services and products sold		$1,877.5		($5.6	)		$1,871.9
Selling, general and administrative		$691.7		($4.7	)		$687.0
Total costs and expenses		$2,756.2		($10.3	)		$2,745.9
Operating Income		$194.4		$10.3			$204.7
Other income (expense), net		$0.8		($10.3	)		($9.5	)

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU is intended to simplify accounting for share-based payments and requires that excess tax benefits for share-based payments be recorded as a reduction of income tax expense and reflected within operating cash flows rather than being recorded within equity and reflected within financing cash flows. The ASU also provides the option to recognize forfeitures as they occur rather than estimating the number of awards expected to be forfeited. The Company adopted this ASU as of January 1, 2017 and applied the new guidance related to excess tax benefits on a prospective basis. The Company elected to account for forfeitures of share-based payments as they occur and does not apply estimated forfeiture rates. As a result of this election, the Company recorded a $0.6 cumulative effect adjustment to the retained earnings balance as of January 1, 2017 for outstanding awards based on the difference between the fair value of awards historically expected to be forfeited and the fair value of awards actually forfeited.

In February 2016, the FASB issued ASU 2016-02, “Leases.” This ASU will require lessees to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as finance leases or operating leases. The Company will adopt this standard on January 1, 2019 and is currently assessing the effect that adoption of the new standard will have on its consolidated financial statements. The Company currently expects adoption of this standard will result in a material increase to the assets and liabilities on the Consolidated Balance Sheets.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This ASU requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. This ASU was effective for interim and annual periods beginning after December 15, 2015 and was required to be applied retrospectively. The Company adopted this ASU as of March 31, 2016, which resulted in the reclassification of $1.5 of debt issuance costs included in other current assets and other non-current assets to long-term debt and capital lease obligations on the Consolidated Balance Sheet as of December 31, 2015. As of December 31, 2016, $1.4 of debt issuance costs are reducing the carrying amount of the Company’s long-term debt.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The standard applies one comprehensive revenue recognition model across all contracts, entities and sectors. The core principal of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard includes cost guidance, whereby all direct and incremental costs to obtain or fulfill a contract will be capitalized and amortized over the corresponding period of benefit, determined on a contract by contract basis. The Company adopted this standard on January 1, 2018. The largest impacts to the Company’s financial statements will result from the new qualitative and quantitative disclosures that will be required upon adoption of the new standard, and the capitalization of certain direct and incremental contract costs. The Company will apply the modified retrospective adoption alternative for this standard and anticipates recognizing a cumulative effect adjustment of approximately $4.0 to retained earnings as of January 1, 2018, which reflects the deferral of contract costs. We have concluded that the new standard will not have an impact on the timing or revenue recognition pattern of any of our identified revenue streams.

3. BUSINESS COMBINATIONS

buw Acquisition

On August 1, 2016, the Company acquired buw, a leader in the German customer care industry. The acquisition added 16 sites and approximately 6,000 employees spread across Germany, Hungary and Romania into Convergys’ global operations. The total purchase price, net of cash acquired, was $137.9, which was funded using available cash and cash equivalents.

Purchase Price Allocation

The Company accounted for buw using the acquisition method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the values of the assets acquired and liabilities assumed at the date of acquisition:

	August 1, 2016
Assets:
Receivables		$35.3
Other current assets	2.5
Property and equipment	6.9
Goodwill	98.5
Intangible assets	22.7
Other assets	0.3
Liabilities:
Accounts payable	(0.8		)
Accrued expenses	(15.0		)
Deferred tax - net	(6.7		)
Other long-term liabilities	(5.8		)
Total purchase price		$137.9

As of September 30, 2017, the purchase price allocation for the acquisition was final. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the synergistic benefits that are expected to be realized from the acquisition. The benefits primarily include an expanded geographic footprint in Germany and Eastern Europe. None of the goodwill is deductible for income tax purposes and was entirely allocated to the Customer Management - Agent Services reporting unit.

Intangible Assets Identified

The following details the total intangible assets identified:

			Life
Intangible asset type	Value		(years)
Customer relationship		$22.0	10
Trade name	0.7		1
Total		$22.7

The fair value of the customer relationship asset was determined using the income approach through an excess earnings analysis, with projected earnings being discounted at a rate of 13.2%. The customer relationship intangible asset represents relationships between buw and its customers. Convergys applied the income approach through a relief-from-royalty analysis to determine the fair value of the buw trade name asset. The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors.

4. DIVESTITURES AND DISCONTINUED OPERATIONS

Information Management

On May 16, 2012, the Company completed the sale of its Information Management line of business to NEC Corporation. The results of the Information Management business have been classified as discontinued operations, net of tax, for all periods presented.

5. 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
Shares (in millions)	Shares	Net Income		Per Share Amount			Net Income		Per Share Amount		Per Share Amount
2017:
Basic EPS	93.2		$121.4		$1.30			$—		$—		$1.30
Effect of dilutive securities:
Stock-based compensation arrangements	0.8	—		(0.01		)	—		—		(0.01		)
Convertible Debt	5.9	—		(0.07		)	—		—		(0.07		)
Diluted EPS	99.9		$121.4		$1.22			$—		$—		$1.22
2016:
Basic EPS	95.8		$133.0		$1.39			$10.0		$0.10		$1.49
Effect of dilutive securities:
Stock-based compensation arrangements	0.8	—		(0.01		)	—		—		(0.01		)
Convertible Debt	5.9	—		(0.08		)	—		—		(0.08		)
Diluted EPS	102.5		$133.0		$1.30			$10.0		$0.10		$1.40
2015:
Basic EPS	98.1		$168.4		$1.72			$0.6		$0.01		$1.73
Effect of dilutive securities:
Stock-based compensation arrangements	0.8	—		(0.03		)	—		—		(0.03		)
Convertible Debt	5.8	—		(0.09		)	—		—		(0.09		)
Diluted EPS	104.7		$168.4		$1.60			$0.6		$0.01		$1.61

The diluted EPS calculation for 2017 excludes 0.3 and 0.3 of performance-based restricted stock units granted in 2017 and 2016, respectively, as performance criteria have not yet been fully defined, thereby precluding a grant for accounting purposes due to a lack of a mutual understanding of the terms of the stock-based awards.

The diluted EPS calculation for 2017 includes 5.9 shares associated with the Company’s convertible debt. As described more fully in Note 7, during 2009, 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 were convertible, subject to certain conditions, into shares of the Company’s common stock at an initial implied conversion price of approximately $12.07 per share, or eighty-two and eighty-two hundredths shares per one thousand dollars in principal amount of debentures. The conversion rate is subject to adjustment for certain events outlined in the indenture governing the 2029 Convertible Debentures (the Indenture), including payment of dividends. As of December 31, 2017, the implied conversion price for the 2029 Convertible Debentures was approximately $11.16 per share, or eighty-nine and fifty-nine hundredths shares per one thousand dollars in principal amount of debentures.

Shareholders’ Equity

The Company repurchased 3.4 of its common shares during the year ended December 31, 2017 at an average price of $23.67 per share for a total of $81.6. Based upon timing of transactions, $0.9 of the shares repurchased during December 2016 settled during the first quarter of 2017. Additionally, $0.3 of the shares repurchased during December 2017 had not settled as of December 31, 2017. The Company repurchased 2.7 of its common shares during the year ended December 31, 2016. Below is a summary of the Company’s share repurchases during 2017, 2016 and 2015:

	Shares	Cost
2017	3.4		$81.6
2016	2.7		$71.6
2015	3.1		$72.5

At December 31, 2017, the Company had the authority to repurchase $61.5 of outstanding common shares pursuant to the Board of Directors’ August 2015 authorization to increase the remaining authorized share repurchases to $250.0 in the aggregate. The timing and terms of any future transactions will depend on a number of considerations including market conditions, our available liquidity and capital needs, and limits on share repurchases that may be applicable under the covenants in our Credit Agreement.

Preferred Shares

The Company is authorized to issue up to 4.0 voting preferred shares, and 1.0 nonvoting preferred shares. At December 31, 2017 and 2016, there were no preferred shares issued or outstanding.

Dividends

During 2016 and 2017, the Company’s Board of Directors declared the following dividends per common share, which were paid by the Company on the payment dates listed below:

Announcement Date	Record Date	Dividend Amount	Payment Date
February 23, 2016	March 24, 2016	$0.08	April 8, 2016
May 9, 2016	June 24, 2016	$0.09	July 8, 2016
August 8, 2016	September 23, 2016	$0.09	October 7, 2016
November 8, 2016	December 23, 2016	$0.09	January 6, 2017
February 22, 2017	March 24, 2017	$0.09	April 7, 2017
May 8, 2017	June 23, 2017	$0.10	July 7, 2017
August 8, 2017	September 22, 2017	$0.10	October 6, 2017
November 7, 2017	December 22, 2017	$0.10	January 5, 2018

On February 21, 2018, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.10 per common share to be paid on April 6, 2018 to shareholders of record as of March 23, 2018.

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.

6. GOODWILL AND OTHER INTANGIBLE AND LONG-LIVED ASSETS

Goodwill

The Company tests goodwill for impairment annually as of October 1 and at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. Goodwill impairment testing is performed at the reporting unit level, one level below the business segment. The Company’s reporting units are Customer Management - Agent Services and Customer Management - Customer Interaction Technology (CIT). As of December 31, 2017 and 2016, all goodwill was held by the Customer Management - Agent Services reporting unit. During 2012, the Company fully impaired the remaining goodwill balance for the CIT reporting unit. Including the 2012 impairment, cumulative CIT goodwill impairment charges totaled $212.5.

The most recent annual impairment test performed as of October 1, 2017, indicated that the fair value of the Customer Management - Agent Services reporting unit was substantially in excess of its carrying value. However, impairment charges could be required if a divestiture decision is made or other significant economic events occur with respect to the reporting unit. Subsequent to our October 1, 2017 annual impairment test, no indications of an impairment were identified.

Below is a progression of goodwill for 2017 and 2016:

Balance at December 31, 2015		$830.3
buw acquisition - preliminary purchase price allocation	98.3
Foreign currency and other	(11.7		)
Balance at December 31, 2016		$916.9
buw acquisition - measurement period adjustments	0.2
Foreign currency and other	20.8
Balance at December 31, 2017		$937.9

Other Intangible Assets

The Company’s other intangible assets, primarily acquired through business combinations, are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amounts. No impairment charges were recognized in any period presented. As of December 31, 2017 and 2016, the Company’s other intangible assets consisted of the following:

2017	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships and other intangibles		$484.6		($198.0	)		$286.6
Trademarks	27.0		(26.3		)	0.7
Software (classified within Property and equipment, net)	41.3		(41.3		)	—
Total		$552.9		($265.6	)		$287.3
2016
Customer relationships and other intangibles		$474.0		($171.4	)		$302.6
Trademarks	26.5		(21.5		)	5.0
Software (classified within Property and equipment, net)	41.3		(41.3		)	—
Total		$541.8		($234.2	)		$307.6

The intangible assets are being amortized using the following amortizable lives: 1 to 4 years for trademarks and 1 to 17 years for customer relationships and other intangibles. The remaining weighted average amortization period for customer relationships and other intangibles is approximately 13.0 years. Amortization of software is included within depreciation expense as the underlying assets are classified within property and equipment.

Amortization expense for intangibles was $28.9, $28.1 and $27.0 for the years ended December 31, 2017, 2016 and 2015, respectively, and the related estimated expense for the five subsequent fiscal years is as follows:

For the year ended 2018		$24.9
For the year ended 2019	24.2
For the year ended 2020	23.6
For the year ended 2021	21.9
For the year ended 2022	21.6
Thereafter	171.1

7. DEBT AND CAPITAL LEASE OBLIGATIONS

As of December 31, 2017 and 2016, debt and capital lease obligations consisted of the following:

	At December 31,
	2017			2016
Term Loan, due 2019		$99.3			$212.9
Convertible Debentures, due 2029	65.5			63.7
Capital Lease Obligations	2.1			3.6
Accounts Receivable Securitization	103.0			20.0
Total debt	269.9			300.2
Less debt issuance costs	1.3			1.4
Total debt, net	268.6			298.8
Less current maturities	0.9			1.8
Long-term debt		$267.7			$297.0
Weighted average effective interest rates:
Term Loan, due 2019	3.6		%	3.0		%
Accounts Receivable Securitization	1.9		%	1.7		%
Convertible Debentures, due 2029	7.2		%	7.0		%

Credit Facility

On January 11, 2017 (the Effective Date), the Company entered into a new credit agreement (Credit Agreement) and repaid all amounts outstanding and terminated all commitments under its previously existing credit agreement (Prior Credit Agreement) using initial borrowings under the Credit Agreement as well as borrowings under the Company’s asset securitization facility. The Credit Agreement consists of a $215.0 unsecured term loan facility (Term Loan), maturing on March 3, 2019, and a $300.0 unsecured revolving credit facility (Revolving Credit Facility), maturing on January 11, 2022. On the Effective Date, the Company drew $100.0 in initial borrowings under the Term Loan. A $1.0 extinguishment loss was recognized on the Effective Date and is included in Interest expense on the Consolidated Statement of Income as for the year ended December 31, 2017.

The Revolving Credit Facility may be extended for two additional one-year periods, subject to the satisfaction of certain conditions set forth in the Credit Agreement. In addition, aggregate borrowing capacity under the Credit Agreement may be increased by up to an additional $250.0 million by increasing the amount of the Revolving Credit Facility or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Credit Agreement, including the receipt of additional commitments for such increase. Borrowings outstanding under the Credit Agreement may be repaid from time to time without premium or penalty, other than customary breakage costs, if any.  Borrowings outstanding under the Credit Agreement bear interest at a fluctuating rate per annum equal to, at the Company’s option, either (a) the applicable adjusted LIBOR plus a spread based on the Company’s total net leverage ratio, or (b) a base rate (equal to the higher of the Administrative Agent’s prime rate, the federal fund rate plus 0.50%, and the one-month adjusted LIBOR plus 1.0%) plus a spread based on the Company’s total net leverage ratio. The Company is also obligated to pay a commitment fee on a quarterly basis on the unused portion of the commitments under the Revolving Credit Facility based on the Company’s total net leverage ratio, which fee is currently 25 basis points. While amounts borrowed and repaid under the Revolving Credit Facility can be re-borrowed, amounts repaid under the Term Loan cannot be borrowed again under the Credit Agreement. The Credit Agreement contains certain affirmative and negative covenants, as well as terms and conditions that are customary for credit facilities of this type, including financial covenants for leverage and interest coverage ratios. The Company was in compliance with all covenants at December 31, 2017. Total borrowing capacity remaining under the Revolving Credit Facility was $300.0, with $100.0 outstanding on the Term Loan, as of December 31, 2017. The carrying value of the Term Loan at December 31, 2017 reflects a discount of $0.7 related to fees paid directly to the lenders at issuance. This discount is being amortized over the life of the Term Loan using the effective interest rate method (3.6% as of December 31, 2017), and is included in interest expense in the Consolidated Statements of Income.

The Company established the Prior Credit Agreement on February 28, 2014 in the aggregate amount of $650.0. The Prior Credit Agreement consisted of unsecured term loans (Prior Term Loan) in the initial aggregate amount of $350.0, and an unsecured revolving credit facility (Prior Revolving Credit Facility) in the amount of $300.0. The Prior Term Loan and the Prior Revolving Credit Facility were scheduled to mature on March 3, 2019. Outstanding amounts were subject to interest at the applicable rate described in the Prior Credit Agreement.

Convertible Debentures

During 2009, Convergys issued $125.0 aggregate principal amount of 5.75% Junior Subordinated Convertible Debentures due September 2029 (2029 Convertible Debentures) in exchange for $122.5 of 4.875% Unsecured Senior Notes due December 15, 2009, pursuant to an exchange offer. 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 was recognized as the fair value of a similar instrument that did 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 did not have a conversion feature. Therefore, the valuation of the debt component, using the income approach, resulted in a debt discount. The debt discount is being 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 is included in interest expense in the Consolidated Statements of Income.

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 additional interest if the trading price of the 2029 Convertible Debentures exceeds 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 2029 Convertible Debentures during the periods specified in the Indenture. The fair value of this embedded derivative was not significant at December 31, 2017 or 2016.

The Company is not entitled to redeem the 2029 Convertible Debentures prior to September 15, 2019. On or after September 15, 2019, the Company may redeem for cash all or part of the 2029 Convertible Debentures at par value plus accrued but unpaid interest if certain trading conditions of the Company’s common shares are satisfied. The holders of the 2029 Convertible Debentures have the option to require redemption at par value plus accrued but unpaid interest upon the occurrence of a fundamental change, a defined term in the Indenture.

The 2029 Convertible Debentures are convertible at the option of the holders on or after September 15, 2028 and prior to that date only under the following circumstances: (1) during any calendar quarter if the last reported sales price of the Company’s common shares for at least 20 trading days (whether or not consecutive) during a period of 20 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price (currently $14.51) for the 2029 Convertible Debentures on each applicable trading day (hereinafter referred to as the Sales Price Condition); (2) during the five business day period immediately following any five consecutive trading day period (the Measurement Period) in which, as determined following a request by a holder of 2029 Convertible Debentures as provided in the Indenture, the trading price per $1,000 principal amount of 2029 Convertible Debentures for each trading day of such Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common shares and the applicable conversion rate for the 2029 Convertible Debentures on each such trading day; (3) if the Company elects to redeem any or all of the 2029 Convertible Debentures; or (4) upon the occurrence of specified corporate events pursuant to the terms of the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2029 Convertible Debentures to be converted and pay or deliver, as the case may be, cash, common shares of the Company or a combination of cash and common shares of the Company, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Convertible Debentures being converted.

The 2029 Convertible Debentures were convertible, subject to certain conditions, into common shares of the Company at an initial implied conversion price of approximately $12.07 per share, or eighty-two and eighty-two hundredths shares per one thousand dollars in principal amount of debentures. As of December 31, 2017, the implied conversion price for the 2029 Convertible Debentures was approximately $11.16 per share, or eighty-nine and fifty-nine hundredths shares per one thousand dollars in principal amount of debentures. The conversion rate is subject to adjustment for certain events outlined in the Indenture, including payment of dividends.

As of December 31, 2017 and 2016, the 2029 Convertible Debentures were convertible at the option of the holders. This conversion right was triggered upon satisfaction of the Sales Price Condition (the closing price of the Company’s common shares was greater than or equal to $14.51, 130% of the conversion price of the 2029 Convertible Debentures at December 31, 2016, for at least 20 of the 20 consecutive trading days ending on December 31, 2017). As a result, the equity component of the 2029 Convertible Debentures equal to $59.5 (the difference between the par value and carrying value of the 2029 Convertible Debentures at December 30, 2017) has been classified as temporary equity within the December 31, 2017 Consolidated Balance Sheet since this amount was considered redeemable. The Company will reassess the convertibility of the 2029 Convertible Debentures and the related balance sheet classification on a prospective basis. There have been no conversions of the 2029 Convertible Debentures through the date of this filing.

Based on quoted market prices at December 31, 2017, the fair value of the $125.0 aggregate principal amount of the Company’s 2029 Convertible Debentures is $274.5.

Asset Securitization Facility

During January 2017, the Company amended the terms of its asset securitization facility collateralized by accounts receivable of certain of the Company’s subsidiaries. The amendment resulted in an increased purchase limit of $225.0, with $90.0 and $135.0 expiring in January 2018 and January 2020, respectively. The asset securitization facility was further amended in January 2018 to extend the expiration date for the $90.0 purchase limit to January 2019. As of December 31, 2016, the asset securitization facility had a purchase limit of $150.0 expiring in January 2017. The asset securitization program is conducted through Convergys Funding Inc., a wholly-owned bankruptcy remote subsidiary of the Company. As of December 31, 2017 and 2016, Convergys had drawn $103.0 and $20.0, respectively, in available funding from qualified receivables. Amounts drawn under this facility have been classified as long-term debt within the Consolidated Balance Sheets, based on the Company’s ability and intent to refinance on a long-term basis as of December 31, 2017.

At December 31, 2017, future minimum payments of the Company’s debt and capital lease arrangements (exclusive of any debt discounts) are as follows:

2018	$	42.2
2019	100.7
2020	62.2
2021	—
2022	—
Thereafter	125.0
Total	$	330.1

8. RESTRUCTURING

2017 Restructuring

Company-wide restructuring program

During 2017, the Company recorded restructuring expenses of $12.8 related to a company-wide initiative to reduce headcount and better align the Company’s resources, principally for corporate functions. The 2017 restructuring actions impacted approximately 315 employees. This expense is included in Restructuring charges on the Consolidated Statements of Income and is expected to be substantially paid in cash by March 31, 2018. The total remaining liability under these restructuring actions, which is included in Payables and other current liabilities on the Consolidated Balance Sheet, was $5.8 as of December 31, 2017.

Other Severance

During 2017, the Company recorded other severance expense of $10.4 primarily related to headcount reductions resulting from certain client program completions. These actions impacted approximately 250 employees. This severance expense is included in Restructuring charges on the Consolidated Statements of Income and is expected to be substantially paid in cash by March 31, 2018. The total remaining liability under these restructuring actions, which is included in Payables and other current liabilities on the Consolidated Balance Sheet, was $2.8 as of December 31, 2017.

buw integration

During 2017, the Company recorded severance charges of $1.1 related to the elimination of certain redundant positions as a result of the integration of the buw business. This severance expense was included in Transaction and integration costs on the Consolidated Statements of Income and is expected to be fully paid in cash by March 31, 2018. The total remaining liability under these severance-related actions, which is included in Payables and other current liabilities on the Consolidated Balance Sheet, was $0.1 as of December 31, 2017.

2016 Restructuring

During 2016, the Company recorded severance charges of $3.7 related to the Company’s ongoing efforts to refine its operating model and reduce costs, as well as headcount reductions resulting from certain client program completions. The 2016 actions impacted approximately 760 employees. These severance-related charges were fully paid in cash by June 30, 2017. The total remaining liability under these severance-related actions, which is included in Payables and other current liabilities on the Company’s Consolidated Balance Sheet, was $0.8 as of December 31, 2016.

2015 Restructuring

During 2015, the Company recorded severance charges of $7.2 related to the Company’s ongoing efforts to refine its operating model and reduce costs, as well as headcount reductions resulting from certain client program completions. The 2015 actions impacted approximately 700 employees. These severance-related charges were fully paid in cash by September 30, 2016.

During 2015, the Company also recorded restructuring expenses of $0.4 related to the integration of Stream. These severance-related charges were included in Restructuring charges on the Consolidated Statements of Income and were fully paid in cash by March 31, 2016.

9. EMPLOYEE BENEFIT PLANS

Pensions

The Company sponsors a frozen defined benefit pension plan, which includes both a qualified and non-qualified portion, for all eligible employees (the cash balance plan) in the U.S and unfunded defined benefit plans for certain eligible employees in the Philippines, Malaysia and France (together with the cash balance plan, the defined benefit plans).The pension benefit formula for the cash balance plan is determined by a combination of compensation and age-based credits and annual guaranteed interest credits. The qualified portion of the cash balance plan has been funded through contributions made to a trust fund in accordance with the Pension Protection Act of 2006. The Company’s measurement date for all plans is December 31. The plan assumptions are evaluated annually and are updated as deemed necessary.

Components of pension cost and other amounts recognized in other comprehensive income for the Company’s defined benefit plans are as follows:

	Year Ended December 31,
	2017			2016			2015
Service cost		$5.5			$6.5			$7.5
Interest cost on projected benefit obligation	7.3			8.6			10.5
Expected return on plan assets	(9.9		)	(10.0		)	(10.2		)
Amortization and deferrals—net	6.2			6.6			10.4
Settlement charge	2.5			4.8			—
Total pension cost		$11.6			$16.5			$18.2
Other comprehensive (loss) income		($9.1	)		$11.1			$14.5

During 2017 and 2016, the Company recognized non-cash pension settlement charges of $2.5 and $4.8, respectively, resulting from lump sum distributions.

The reconciliation of the defined benefit plans’ projected benefit obligation and the fair value of plan assets for the years ended December 31, 2017 and 2016 are as follows:

	At December 31,
	2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year		$225.7			$242.9
Service cost	5.5			6.5
Interest cost	7.3			8.6
Settlement	(9.5		)	(15.4		)
Actuarial gain (loss)	26.4			(4.3		)
Benefits paid	(13.3		)	(12.6		)
Benefit obligation at end of year		$242.1			$225.7
Change in plan assets:
Fair value of plan assets at beginning of year		$154.2			$157.2
Actual return on plan assets	18.9			7.9
Settlement	(9.5		)	(15.4		)
Employer contribution	7.2			17.1
Benefits paid	(13.3		)	(12.6		)
Fair value of plan assets at end of year		$157.5			$154.2
Funded status		($84.6	)		($71.5	)
Amounts recognized in the Consolidated Balance Sheets consisted of:
Current liability		($6.9	)		($6.4	)
Non-current liability		($77.7	)		($65.1	)
Accumulated other comprehensive loss		($62.4	)		($53.3	)

Accumulated other comprehensive loss at December 31, 2017 and 2016 includes unrecognized actuarial losses of $62.4 ($40.4 net of tax) and $53.3 ($32.8 net of tax), respectively. The actuarial loss included in accumulated other comprehensive loss that is expected to be recognized in net periodic pension cost during 2018 is $8.4. The accumulated benefit obligation for the defined benefit plans was $242.1 and $225.7 at December 31, 2017 and 2016, respectively.

Estimated future benefit payments from the defined benefit plans are as follows:

2018		$23.3
2019	21.0
2020	20.5
2021	19.9
2022	19.6
2023 - 2027	88.0
Total		$192.3

The Company also sponsors a non-qualified, unfunded executive deferred compensation plan (the EDCP), which permits eligible participants, including executive officers, to defer receipt of certain income. The Company matches up to 100% of the first 3% of a participant’s deferred amounts and 50% of a participant’s next 2% of deferred amounts.  The Company match under the EDCP is reduced by the Company match eligible to be received under the Company’s Retirement and Savings Plan.

Benefits for the EDCP are based on employee deferrals, matching contributions and investment earnings on participant accounts. As further described in Note 12, the Company makes investments in certain securities which are held in a grantor trust for the benefit of participants of the EDCP. These investments are made in securities reflecting the hypothetical investment balances of plan participants, in an attempt to offset the impacts of gains and losses on participant account balances.

Components of pension cost and other amounts recognized in other comprehensive loss for the EDCP are as follows:

	Year Ended December 31,
	2017			2016			2015
Service cost		$1.8			$1.3			$1.5
Interest cost on projected benefit obligation	0.4			0.3			0.4
Total pension cost		$2.2			$1.6			$1.9
Other comprehensive loss		($1.8	)		($1.0	)		($0.6	)

The reconciliation of the EDCP projected benefit obligation for the years ended December 31, 2017 and 2016 is as follows:

	At December 31,
	2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year		$14.9			$13.7
Service cost	1.8			1.3
Interest cost	0.4			0.3
Actuarial loss	1.8			1.0
Benefits paid	(1.4		)	(1.4		)
Benefit obligation at end of year		$17.5			$14.9
Funded status		($17.5	)		($14.9	)
Amounts recognized in the Consolidated Balance Sheets consisted of:
Current liability		($2.3	)		($1.6	)
Non-current liability		($15.2	)		($13.3	)
Accumulated other comprehensive loss		($2.0	)		($0.2	)

Accumulated other comprehensive loss at December 31, 2017 and 2016 includes unrecognized actuarial losses of $2.0 ($1.3 net of tax), and gains of $0.2 ($0.1 net of tax). The accumulated benefit obligation for the EDCP was $17.5 and $14.9 at December 31, 2017 and 2016, respectively. There is no prior service cost expected to be recognized in net periodic pension cost during the year ending December 31, 2018.

Estimated future benefit payments from the EDCP are as follows:

2018		$2.3
2019	0.8
2020	0.9
2021	1.2
2022	1.2
2023 - 2027	8.7
Total		$15.1

The following weighted-average rates were used in determining the benefit obligations at December 31:

	2017			2016
Discount rate—projected benefit obligation	1.50%	-	5.76%	1.55%	-	5.56%
Future compensation growth rate	2.00%	-	4.50%	2.00%	-	4.00%
Expected long-term rate of return on plan assets	6.25%	-	6.75%	6.75%	-	7.00%

The following weighted-average rates were used in determining the pension cost for all years ended December 31:

	2017			2016			2015
Discount rate—projected benefit obligation	1.50%	-	5.76%	1.55%	-	5.56%	3.61%	-	5.56%
Future compensation growth rate	2.00%	-	4.50%	2.00%	-	4.00%	2.50%	-	4.50%
Expected long-term rate of return on plan assets	6.75%			6.75%	-	7.00%	6.75%	-	7.00%

The range of discount rates utilized in determining the pension cost and projected benefit obligation of the Company’s defined benefit plans reflects a lower prevalent rate applicable to the frozen cash balance plan for eligible employees in U.S. and a higher applicable rate for the unfunded defined benefit plan for certain eligible employees in the Philippines, France and Malaysia. The plans outside the U.S. represented approximately 13.7% and 15.3% of the Company’s total projected benefit obligation for all plans as of December 31, 2017 and 2016, respectively.

Change in Applying Discount Rate to Measure Benefit Costs

As of December 31, 2015, Convergys changed the method used to estimate the service and interest cost components of net periodic benefit cost for all pension and other postretirement benefits.  This change in methodology resulted in a decrease in the service and interest cost components for pension and other postretirement benefit costs beginning in the first quarter of 2016.  Convergys historically estimated these service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period.  Beginning in 2016, the Company elected to utilize a full yield curve approach in the determination of these components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.  Convergys elected to make this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates.  This change did not affect the measurement of Convergys’ total benefit obligations at December 31, 2015 or net periodic pension cost recognized in 2015. Convergys accounted for this change as a change in accounting estimate and accordingly had accounted for it prospectively.

The impact of this discount rate change compared to the previous method decreased estimated pension and other postretirement benefits service and interest cost by approximately $2.4, or approximately $0.6 quarterly, during 2016 with substantially all of the decrease attributable to interest cost.  This reduction in service and interest cost was completely offset within the actuarial gain or loss caption when the plans were remeasured. The cost reduction resulted in an increase to net income and diluted earnings per common share of $1.5 and $0.01, respectively, during 2016.

Plan Assets

As of December 31, 2017 and 2016, plan assets for the cash balance plan consisted of common/collective trusts (of which approximately 60% are invested in equity backed funds and approximately 40% are invested in funds invested in fixed income instruments) and a private equity fund. At December 31, 2017, the Company’s targeted allocation was 60% equity and 40% fixed income. The investment objectives for the plan assets are to generate returns that will enable the plan to meet its future obligations. The Company’s expected long-term rate of return was determined based on the asset mix of the plan, projected returns, past performance and other factors. The Company contributed $10.0 in 2016 to fund its cash balance plan. No such contributions were made in 2017. The Company has satisfied its ERISA funding requirements through 2017. No plan assets are expected to be returned to the Company during 2018.

The following table sets forth by level, within the fair value hierarchy, the cash balance plan’s assets at fair value as of December 31, 2017 and 2016:

Investments	December 31, 2017		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common/collective trusts:
Fixed income		$62.4		$—		$62.4		$—
U.S. large cap	56.7		—		56.7		—
U.S. small cap	10.0		—		10.0		—
International equity	26.6		—		26.6		—
Limited partnership	1.8		—		—		1.8
Total investments		$157.5		$—		$155.7		$1.8

Investments	December 31, 2016		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common/collective trusts:
Fixed income		$60.8		$—		$60.8		$—
U.S. large cap	54.2		—		54.2		—
U.S. small cap	10.3		—		10.3		—
International equity	26.7		—		26.7		—
Limited partnership	2.2		—		—		2.2
Total investments		$154.2		$—		$152.0		$2.2

There were no transfers between the three levels of the fair value hierarchy during the years ended December 31, 2017 and 2016. For additional information on the fair value hierarchy, see Note 13.

The Company’s cash balance plan holds level 2 investments in common/collective trust funds that are public investment vehicles valued using a net asset value (NAV) provided by the manager of each fund. The NAV is based on the underlying net assets owned by the fund, divided by the number of shares outstanding. The NAV’s unit price is quoted on a private market that may not be active. However, the NAV is based on the fair value of the underlying securities within the fund, which are traded on an active market, and valued at the closing price reported on the active market on which those individual securities are traded. The significant investment strategies of the funds are as described in the financial statements provided by each fund. There are no restrictions on redemptions from these funds.

The Company’s cash balance plan holds Level 3 investments within equity funds that primarily invest in domestic early stage capital funds. The fair value of these investments is based on the net asset value per share of the fund. The cash balance plan has approximately $0.2 in future funding requirements associated with this investment. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement. The following table provides a reconciliation of the beginning and ending balances for the Level 3 assets:

	Year Ended December 31
	2017			2016
Balance, beginning of year		$2.2			$2.8
Unrealized losses relating to instruments still held at the reporting date	(0.1		)	(0.3		)
Distributions	(0.3		)	(0.3		)
Balance, end of year		$1.8			$2.2

Savings Plans

The Company sponsors a defined contribution plan covering substantially all U.S. employees. The Company matches a portion of employee contributions to the plan. The Company matches up to 100% of the first 3% and 50% of the next 2% of eligible compensation contributed by the participant. Total Company contributions to the defined contribution plan were $7.0 in 2017 compared to $7.3 and $7.4 for 2016 and 2015, respectively. Plan assets for this plan included 0.8 ($17.7) and 0.9 ($21.0) of the Company’s common shares at December 31, 2017 and 2016, respectively.

Employee Postretirement Benefits Other Than Pensions

The Company sponsors postretirement health and life insurance plans for certain eligible employees. The plan provides eligible employees and retirees with the opportunity to direct an amount of their compensation or pension benefits to cover medical, dental and life insurance programs of their choice for their benefit and the benefit of their dependents. The plan covers both active and retired eligible employees of the Company and its subsidiaries. Employees’ eligibility to participate in the plan is based upon their date of hire.

The Company funds life insurance benefits of certain retirees through a Voluntary Employee Benefit Association (VEBA) trust. Contributions to the plan consist of (1) compensation or pension benefit deductions that the participant directs the Company, which is also the Plan Sponsor, to deposit into the plan on their behalf based on the coverage the participant has elected under the plan, and (2) amounts the Company pays to the plan that are in excess of the participant-directed deductions. Contributions to the VEBA are subject to Internal Revenue Service (IRS) limitations developed using the aggregate cost method. At December 31, 2006, the Company eliminated the postretirement life insurance plan benefits for non-retirement eligible employees. The Company’s postretirement benefit plan benefit was $0.7 at 2017 and 2016, respectively, and $0.8 for 2015. The amounts included within accumulated other comprehensive income related to these benefits were $0.1 and $1.2 at December 31, 2017 and 2016, respectively.

Components of other post-employment benefit plan cost and other amounts recognized in other comprehensive loss for the postretirement health and life insurance plans are as follows:

	2017			2016			2015
Interest cost on projected benefit obligation		$0.1			$0.1			$0.2
Expected return on plan assets	(0.2		)	(0.2		)	(0.3		)
Amortization and deferrals—net	(0.6		)	(0.6		)	(0.7		)
Total other benefit		($0.7	)		($0.7	)		($0.8	)
Other comprehensive loss		($1.1	)		($0.9	)		($0.7	)

The reconciliation of the postretirement health and life insurance plans’ projected benefit obligation and the fair value of plan assets for the years ended December 31, 2017 and 2016 are as follows:

	At December 31,
	2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year		$4.2			$4.2
Interest cost	0.1			0.1
Actuarial loss	0.4			0.1
Benefits paid	(0.2		)	(0.2		)
Benefit obligation at end of year		$4.5			$4.2
Change in plan assets:
Fair value of plan assets at beginning of year		$3.2			$3.4
Actual return on plan assets	—			0.1
Employer contribution	0.2			0.1
Asset transfer	—			(0.2		)
Benefits paid	(0.2		)	(0.2		)
Fair value of plan assets at end of year		$3.2			$3.2
Funded status		($1.3	)		($1.0	)
Amounts recognized in the Consolidated Balance Sheets consisted of:
Current liability		($0.1	)		($0.1	)
Non-current liability		($1.2	)		($0.9	)
Accumulated other comprehensive income		$0.1			$1.2

Estimated future benefit payments from the postretirement health and life insurance plans are as follows:

2018		$0.2
2019	0.2
2020	0.2
2021	0.2
2022	0.2
2023 - 2027	1.2
Total		$2.2

Plan assets for the postretirement health and life insurance plans of $3.2 at December 31, 2017 and 2016, respectively, are comprised of money market accounts, a Level 1 fair value measure. The Company expects to make $0.1 in contributions in 2018 to fund its postretirement health and life insurance plans. No plan assets are expected to be returned to the Company during 2018.

Convergys Corporation 2017 Annual Report 17

10. STOCK-BASED COMPENSATION PLANS

At December 31, 2017, the Company had 6.4 common shares remaining available for issuance under the Convergys Corporation Amended and Restated Long-Term Incentive Plan (Convergys LTIP) from the initial authorization of 30.0 common shares in 1998, which was increased to 38.0 in 2002. The Company granted stock options in 2012 and 2011 with exercise prices that were no less than the market value of the Company’s common shares at the grant date and have a ten-year term and vesting terms of two to three years. The Company also grants restricted stock units to certain employees and directors. The restricted stock units do not possess voting rights and consist of both time-related and performance-related units. The restrictions for the time-related restricted stock units generally lapse one to three years after the grant date. The performance-related units vest upon the Company’s satisfaction of certain financial targets. Performance-related units for which the performance conditions for vesting of those units are not met within the applicable three-year performance period are forfeited.

The following table shows certain information as of December 31, 2017, with respect to compensation plans under which common shares are authorized for issuance:

Shares (in millions)	Number of Common Shares to be Issued Upon Exercise	Weighted Average Exercise Price		Common Shares Available for Future Issuance
Equity compensation plans approved by shareholders
Stock options	0.3		$13.45	—
Restricted stock units	2.1	—		—
	2.4		$13.45	6.4

The Company’s operating results reflect stock-based compensation expense of $17.4, $18.8 and $16.9 for 2017, 2016 and 2015, respectively. Expense in 2017, 2016 and 2015 included $0.9, $1.4 and $1.2, respectively, related to awards classified as liabilities that will ultimately settle in cash.

Restricted Stock Units

Time-based Restricted Stock Units

During the years ended December 31, 2017, 2016 and 2015, the Company granted 0.7, 0.5 and 0.7 shares, respectively, of time-based restricted stock units. The weighted average grant date fair values of these grants were $23.59, $26.51 and $22.41, respectively. These time-based grants are scheduled to vest 25% at the first anniversary of the grant date, 25% at the second anniversary and 50% at the third anniversary.

The total compensation cost related to non-vested time-based restricted stock units not yet recognized as of December 31, 2017 was approximately $18.8, which is expected to be recognized over a weighted average period of 2.1 years. Changes to non-vested time-based restricted stock units for the years ended December 31, 2017 and 2016 were as follows:

Shares (in millions)	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2014	1.3			$17.66
Granted	0.7		22.41
Vested	(0.5	)	16.53
Forfeited	(0.2	)	20.78
Non-vested at December 31, 2015	1.3		20.20
Granted	0.5		26.51
Vested	(0.5	)	19.35
Forfeited	—		—
Non-vested at December 31, 2016	1.3		23.23
Granted	0.7		23.59
Vested	(0.6	)	22.80
Forfeited	(0.1	)	24.68
Non-vested at December 31, 2017	1.3			$23.46

Performance-based Restricted Stock Units

During the years ended December 31, 2017, 2016 and 2015, the Company granted 0.3, 0.4 and 0.4 shares, respectively, of performance-based restricted stock units. These grants 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 three-year periods. Payout levels for earned shares range from 50% to 200% of award shares. No payout is earned if performance is below the minimum threshold performance level. At December 31, 2017, the targets for the third year of the 2016 grants and the second and third years of the 2017 grants had not yet been set, the key terms had not been effectively communicated to the recipients, and as such the expense related to these grants had not yet been recognized. These grants have been excluded from the table below.

During 2017, the Company established and communicated to participants the final key terms of the 2015 grants, resulting in grants for accounting purposes with a grant date fair value of $21.27 per share. The total compensation cost related to the 2015 non-vested performance-based restricted stock units not yet recognized as of December 31, 2017 was approximately $0.8, which is expected to be recognized ratably over the remaining vesting period ending in February 2018.

Changes to non-vested performance-based restricted stock units for the years ended December 31, 2017, 2016 and 2015 were as follows:

Shares (in millions)	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2014	—			$—
Granted	0.3		28.84
Vested	—		—
Forfeited	—		—
Non-vested at December 31, 2015	0.3		21.84
Granted	0.3		26.49
Vested	(0.3	)	21.92
Forfeited	—		—
Non-vested at December 31, 2016	0.3		26.48
Granted	0.3		21.27
Vested	(0.3	)	26.16
Forfeited	—		—
Non-vested at December 31, 2017	0.3			$21.28

The aggregate intrinsic value of non-vested time-based and performance-based restricted stock units was $40.7 at December 31, 2017.

Stock Options

Presented below is a summary of Company stock option activity. Prior to 2016, all outstanding stock options were fully vested and the related expense had been fully recognized.

Shares (in millions)	Shares		Weighted Average Exercise Price
Options outstanding at January 1, 2015	0.7			$13.24
Options exercisable at January 1, 2015	0.5		13.41
Granted	—		—
Exercised	(0.2	)	13.09
Forfeited	—		—
Options outstanding at December 31, 2015	0.5			$13.33
Options exercisable at December 31, 2015	0.5			$13.33
Granted	—		—
Exercised	(0.1	)	13.24
Forfeited	—		—
Options outstanding at December 31, 2016	0.4			$13.34
Options exercisable at December 31, 2016	0.4			$13.34
Granted	—		—
Exercised	(0.1	)	12.92
Forfeited	—		—
Options outstanding at December 31, 2017	0.3			$13.45
Options exercisable at December 31, 2017	0.3			$13.45

Approximately one-half of the stock options granted during 2012 vested in two years and the remaining vested in three years. The Company used a Black-Scholes option pricing model to calculate the fair value of stock options granted. For the 2012 grants, the weighted average fair value at grant date of $3.43 per option granted included assumptions of a strike price of $12.79, a 30.74% implied volatility, an expected term of 4.5 years, a risk-free rate of 0.76%, and a dividend yield of 0.00%. These 2012 option grants were fully expensed as of December 31, 2016, and resulted in stock compensation expense of less than $0.1 in 2015. Expected volatility is based on the unbiased standard deviation of the Company’s common shares over the option term. The expected life of the options represents the period of time that the Company expects the options granted to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant of the option for the expected term of the instrument. The dividend yield reflects an estimate of dividend payouts over the term of the award. As of December 31, 2017, all outstanding stock options are fully vested and the related expense has been fully recognized.

The weighted average grant date fair value per share for the outstanding and exercisable options at December 31, 2017 was $3.86.

The following table summarizes the status of the Company stock options outstanding and exercisable at December 31, 2017:

Shares (in millions)	Options Outstanding				Options Exercisable
Range of Exercise Prices	Shares	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Shares	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price
$12.79 to $13.76	0.3	3.4	13.45		0.3	3.4	13.45
Total	0.3	3.4		$13.45	0.3	3.4		$13.45

The aggregate intrinsic value of stock options exercised was $1.0 in 2017, $0.6 in 2016 and $2.7 in 2015. The actual tax benefit realized from the exercised stock options was $0.2 in 2017, $0.1 in 2016 and $0.6 in 2015. As of December 31, 2017, the aggregate intrinsic value was $3.3 for both stock options outstanding and exercisable. Intrinsic value represents the Company’s closing price on the last trading day of the year in excess of the weighted average exercise price for those tranches of options with a weighted average exercise price less than the closing price multiplied by the number of options outstanding or exercisable.

11. COMMITMENTS AND CONTINGENCIES

Commitments

The Company leases certain facilities and equipment used in its operations. Total rent expense was $143.4, $135.0 and $129.3 in 2017, 2016 and 2015, respectively.

At December 31, 2017, the total minimum rental commitments under non-cancelable operating leases are as follows:

2018		$104.9
2019	85.0
2020	66.7
2021	50.8
2022	35.5
Thereafter	79.0
Total		$421.9

At December 31, 2017, the Company had outstanding letters of credit and bond obligations of $13.6 related to performance guarantees, of which $12.1 is set to expire by the end of 2018, $1.1 is set to expire within one to three years and $0.4 is set to expire after three years. The Company believes that any guarantee obligation that may arise will not be material. The Company also has future purchase commitments with telecommunication and transportation providers for the next twelve months of $20.1 at December 31, 2017.

Contingencies

The Company, from time to time, is subject to 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 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 litigation cannot be predicted with certainty, and 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.

12. 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. 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 outside of the U.S. Although the contracts with these clients are typically priced in U.S. dollars, a substantial portion of the costs incurred to deliver services under these contracts are denominated in the local currency of the country where services are provided, which represents a foreign exchange exposure. The Company has hedged a portion of its exposure related to the anticipated cash flow requirements denominated in some of the aforementioned foreign currencies by entering into hedging contracts with several financial institutions to acquire a total of PHP 32,040.0 at a fixed price of $634.8 at various dates through September 2020, INR 10,170.0 at a fixed price of $140.1 at various dates through June 2020, CAD 38.0 at a fixed price of $28.6 at various dates through December 2019 and COP 40,200.0 at a fixed price of $12.7 at various dates through June 2019, and to sell a total of AUD 24.8 at a fixed price of $19.3 at various dates through October 2018. These instruments mature within the next 33 months and had a notional value of $835.5 at December 31, 2017 and $959.0 at December 31, 2016. The derivative instruments discussed above are designated and are effective as cash flow hedges. The following table reflects the fair values of these derivative instruments:

	At December 31,
	2017		2016
Forward exchange contracts and options designated as hedging instruments:
Included within other current assets		$14.5		$3.0
Included within other non-current assets	8.7		2.3
Included within other current liabilities	7.7		31.3
Included within other long-term liabilities	1.7		15.4

The Company recorded a deferred tax expense of $3.6 and deferred tax benefit of $15.9 related to these derivatives at December 31, 2017 and 2016, respectively. A total of $10.4 of deferred gains, net of tax, related to these cash flow hedges at December 31, 2017 were included in accumulated other comprehensive income (OCI), compared to $25.5 of deferred losses, net of tax, that were included in accumulated other comprehensive loss (OCL) at December 31, 2016. As of December 31, 2017, deferred gains of $6.8 ($5.1 net of tax) on derivative instruments included in accumulated OCI are expected to be reclassified into earnings during the next 12 months. The following tables provide the effect of these derivative instruments on the Company’s Consolidated Financial Statements during 2017 and 2016, respectively:

2017:

Derivatives in Cash Flow Hedging Relationships	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)
Foreign exchange contracts		$35.0		($20.3	)	Cost of providing services and products sold and Selling, general and administrative

2016:

Derivatives in Cash Flow Hedging Relationships	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)
Foreign exchange contracts		($25.5	)		($26.4	)	Cost of providing services and products sold and Selling, general and administrative

The gain or loss recognized related to the ineffective portion of the derivative instruments was immaterial for the years ended December 31, 2017 and 2016.

During 2017, 2016 and 2015, the Company recorded net losses of $20.3, $26.4 and $25.2, respectively, related to the settlement of forward contracts that were designated as cash flow hedges.

The Company also enters into derivative instruments (forwards) to economically hedge the foreign currency impact of assets and liabilities denominated in nonfunctional currencies. During the year ended December 31, 2017, a loss of $19.6 was recognized related to changes in fair value of these derivative instruments not designated as hedges, compared to a gain of $5.5 in the same period in 2016. 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 December 31, 2017, was a $8.9 payable.

The aggregate fair value of all derivative instruments in a liability position at December 31, 2017 was $19.2 for which the Company has no posted collateral.

Short-term Investments

As of December 31, 2017 and 2016, the Company held investment securities with a fair value of $13.5 and $12.4, respectively, that are held in a grantor trust for the benefit of participants in the EDCP and reflect the hypothetical investment balances of EDCP participants. The securities are classified as trading securities and included within short-term investments in the Consolidated Balance Sheets. The investment securities include exchange-traded mutual funds 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.

13. FAIR VALUE MEASUREMENTS

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 December 31, 2017 and 2016, 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 years ended December 31, 2017 and 2016. The derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 were as follows:

	December 31, 2017		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)		$24.2		$—		$24.2		$—
Foreign currency forward contracts (liability position)		$19.2		$—		$19.2		$—

	December 31, 2016		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)		$5.6		$—		$5.6		$—
Foreign currency forward contracts (liability position)		$49.0		$—		$49.0		$—

The Company also had investment securities held in a grantor trust for the benefit of participants of the EDCP measured at fair value at December 31, 2017 and December 31, 2016. These investments are recorded as short-term investments on the Consolidated Balance Sheets. The fair value of these instruments was measured using the quoted prices in active markets for identical assets (Level 1). There were no transfers between the three levels of the fair value hierarchy during the years ended December 31, 2017 and 2016. The assets measured at fair value on a recurring basis as of December 31, 2017 and 2016 were as follows:

	December 31, 2017		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		$12.4		$12.4		$—		$—
Money market accounts	1.1		1.1		—		—
Total		$13.5		$13.5		$—		$—

	December 31, 2016		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		$10.5		$10.5		$—		$—
Convergys common stock	1.3		1.3		—		—
Money market accounts	0.6		0.6		—		—
Total		$12.4		$12.4		$—		$—

14. INCOME TAXES

The Company’s provision for income taxes from continuing operations consists of the following:

	Year Ended December 31,
	2017			2016			2015
Current:
United States federal		$32.7			$0.1			($21.3	)
Non-U.S.	20.2			40.5			25.3
State and local	2.9			2.4			—
Total current	55.8			43.0			4.0
Deferred:
United States federal	(35.0		)	14.7			6.0
Non-U.S.	29.5			(5.0		)	(4.3		)
State and local	8.1			0.2			2.9
Total deferred	2.6			9.9			4.6
Total		$58.4			$52.9			$8.6

The Company’s combined pre-tax earnings from continuing operations relating to non-U.S. subsidiaries or branches were $153.2, $156.1 and $139.5 during 2017, 2016 and 2015, respectively.

The 2017 Tax Act was signed into law on December 22, 2017. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% in 2018, eliminating certain deductions, imposing a mandatory one-time transition tax, or deemed repatriation tax, on accumulated earnings of foreign subsidiaries as of 2017 that were previously tax deferred, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. While the effective date of the new corporate tax rates for the Company is January 1, 2018, the Company is required to calculate the effects of changes in tax rates and laws on deferred tax balances (including the effects of the one-time transition tax) in 2017, the period in which the legislation was enacted. The Company has not completed its determination of the accounting implications of the 2017 Tax Act on its tax accruals. However, the Company has reasonably estimated the effects of the 2017 Tax Act to be an increase in income tax expense of $34.1. The Company recorded the $34.1 income tax expense as a provisional estimate of the 2017 Tax Act in the consolidated financial statements as of December 31, 2017. The significant components of this expense include (i) the remeasurement of net deferred tax liabilities at the lower enacted U.S. federal corporate tax rate, which resulted in a net $97.9 decrease in income tax expense; (ii) a $20.3 net tax expense comprised of foreign withholding taxes related to certain non-U.S. earnings subject to repatriation offset by reversal of a deferred tax liability on previously undistributed foreign earnings; and (iii) the deemed repatriation tax on unremitted non-U.S. earnings and profits that were previously tax deferred and other tax impacts of the 2017 Tax Act, which resulted in a $111.7 increase in income tax expense, net of deductions and credits. The Company has not completed its analysis of the tax impact of the currency translation adjustment related to the change in indefinite reinvestment assertion as the computation is significantly impacted by the provisional estimates discussed above. As the Company completes its analysis of the 2017 Tax Act, collects and prepares necessary data, and interprets any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, the Company may make adjustments to the provisional amounts. Those adjustments may materially impact the Company’s provision for income taxes in the period in which the adjustments are made.

The following is a reconciliation of the statutory federal income tax rate with the effective tax rate from continuing operations for the tax expense in 2017, 2016 and 2015, respectively:

	Year Ended December 31,
	2017		2016		2015
U.S. federal statutory rate	35.0	%	35.0	%	35.0	%
Permanent differences	3.1		4.5		2.3
State and local income taxes, net of federal income tax	1.1		0.9		1.1
International rate differential, including tax holidays	(24.5	)	(24.5	)	(21.2	)
Non-U.S. valuation allowances	2.4		2.1		1.0
Adjustments for uncertain tax positions	(1.0	)	(0.2	)	(12.9	)
Legal entity restructuring charges	—		2.3		—
Tax credits and other	(3.6	)	(0.1	)	0.6
Foreign repatriation, net of foreign tax credits	1.1		8.5		(1.0	)
Impact of the 2017 Tax Act
Deemed repatriation of non-U.S. earnings, net of foreign tax credits, and other	62.1		—		—
Non-U.S. withholding taxes related to certain non-U.S. earnings subject to repatriation	11.3		—		—
Remeasurement of U.S. net deferred tax liabilities from 35% to 21%	(54.5	)	—		—
Effective rate	32.5	%	28.5	%	4.9	%

The increase in the effective income tax rate in 2017 was primarily due to additional tax expense of $34.1 related to enactment of the 2017 Tax Act.  This additional expense included $20.3 of net tax expense to record the deferred tax liability associated with a change in classification for a portion of undistributed earnings of the Company’s foreign subsidiaries, reflecting management’s plans to repatriate certain undistributed earnings of the Company’s foreign subsidiaries. This increase in the 2017 effective income tax rate was slightly offset by a shift in the geographical mix of worldwide income.  The 2016 effective income tax rate was driven by the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions to provide the Company with increased flexibility to manage its strategic priorities.

The 2017 Tax Act imposes a mandatory one-time tax on certain accumulated earnings of non-U.S. subsidiaries and, as a result, all previously undistributed earnings have now been subjected to U.S. tax. Notwithstanding the U.S. taxation of these amounts, the Company recorded deferred tax liabilities of $34.9 related to non-U.S. withholding taxes related to certain earnings likely to be repatriated in the future. As of December 31, 2017, the Company had $390.6 of undistributed earnings of its non-U.S. subsidiaries for which it has not provided for non-U.S. withholding taxes because such earnings are intended to be reinvested indefinitely. It is not practicable to determine the amount of applicable taxes that would be due if such earnings were distributed.

The Company’s non-U.S. taxes for 2017, 2016 and 2015 included $5.2, $5.1 and $6.3, respectively, of benefit derived from tax holidays in the Philippines, the Dominican Republic, Costa Rica, El Salvador, Malaysia, Honduras, Nicaragua and Tunisia. This resulted in (2.9)%, (2.8)% and (3.6)% impact to the effective tax rate in 2017, 2016 and 2015, respectively. The tax holidays in the Philippines began to expire in 2017 and will continue to expire through 2020. The Company will apply to extend these tax holidays for additional terms of one to two years in accordance with local law. The tax holiday in Malaysia expired October 2, 2017.

The components of deferred tax assets and liabilities are as follows:

	At December 31,
	2017			2016
Deferred tax assets:
Loss and credit carryforwards		$84.9			$95.0
Pension and employee benefits	32.1			35.4
Deferred revenue	3.8			6.0
Foreign currency hedges	—			15.9
Intercompany payables/receivables	0.2			57.2
Other	25.5			27.9
Valuation allowances	(49.1		)	(37.6		)
Total deferred tax assets	97.4			199.8
Deferred tax liabilities:
Depreciation and amortization	177.7			270.5
Contingent debt and accrued interest	67.4			89.5
Foreign currency hedges	3.5			—
Unremitted non-U.S. earnings	42.0			15.9
Other	8.1			4.0
Total deferred tax liabilities	298.7			379.9
Net deferred tax liabilities		($201.3	)		($180.1	)

The Company recorded a provisional adjustment to its U.S. federal deferred income tax assets and liabilities as of December 31, 2017 to reflect the reduction in the U.S. federal corporate income tax rate from 35% to 21% resulting from the 2017 Tax Act.

Deferred tax assets and liabilities in the preceding table, after netting by taxing jurisdiction, are in the following captions in the Consolidated Balance Sheets at December 31, 2017 and 2016.

	At December 31,
	2017			2016
Non-current deferred tax asset		$21.3			$17.7
Non-current deferred tax liability	222.6			197.8
Total deferred tax liability		($201.3	)		($180.1	)

As of December 31, 2017 and 2016, $16.9 and $11.3, respectively, of the valuation allowances relate to the Company’s non-U.S. operations.

As of December 31, 2017, the Company has federal, state, and non-U.S. operating loss carryforwards of $43.1, $840.2 and $90.2, respectively. The federal operating loss carryforwards and state operating loss carryforwards expire between 2018 and 2037. The non-U.S. operating loss carryforwards include $35.7 with no expiration date; the remainder will expire between 2018 and 2036. The federal and state operating loss carryforwards include losses of $41.4 and $101.6, respectively, which were acquired in connection with business combinations. Utilization of the acquired federal and state tax loss carryforwards may be limited pursuant to Section 382 of the Internal Revenue Code of 1986.

As of December 31, 2017 and 2016, the liability for unrecognized tax benefits was $21.3 and $20.8, respectively, including $11.9 and $11.5 of accrued interest and penalties, respectively, and is recorded in Other long-term liabilities in the Consolidated Balance Sheets. The total amount of net unrecognized tax benefits that would affect income tax expense, if ever recognized in the Consolidated Financial Statements, is $17.2. This amount includes net interest and penalties of $9.7. The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense. During 2017, the Company recognized a net benefit of $0.1 in interest and penalties, compared to a net benefit of $0.6 during 2016. The net benefit of $0.1 in 2017 includes $0 of expense related to interest and penalties accrued on positions still outstanding as of December 31, 2017.

A reconciliation of the beginning and ending total amounts of unrecognized tax benefits (exclusive of interest and penalties) is as follows:

	2017			2016
Balance at January 1	$	10.5		$	21.6
Additions based on tax positions related to the current year	0.6			0.4
Additions for tax positions of prior years	0.2			0.3
Settlements	(1.0		)	0.4
Reductions for tax positions of prior years	(0.2		)	—
Lapse of statutes of limitations	(0.7		)	(12.2		)
Balance at December 31		$9.4			$10.5

The liability for unrecognized tax benefits related to discontinued operations at December 31, 2017 and 2016 was $1.5 and $1.3, respectively.

The Company is currently attempting to resolve income tax audits relating to prior years in various jurisdictions. The Company has received assessments from these jurisdictions related to transfer pricing and deductibility of expenses. The Company believes that it is appropriately reserved with regard to these assessments as of December 31, 2017. Furthermore, the Company believes that it is reasonably possible that the total amounts of unrecognized tax benefits including interest will decrease between $0.6 and $16.2 prior to December 31, 2018, based upon resolution of audits; however, actual developments could differ from those currently expected.

The Company files income tax returns in the U.S. federal jurisdiction, and various states and non-U.S. jurisdictions. With a few exceptions, the Company is no longer subject to examinations by tax authorities for years before 2002.

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):

		Foreign Currency			Derivative Financial Instruments			Pension Liability			Total
Balance at December 31, 2015			($38.2	)		($26.1	)		($37.5	)		($101.8	)
	Other comprehensive (loss) income before reclassifications, net of tax	(18.4		)	(15.7		)	(1.0		)	(35.1		)
	Settlement of pension obligation, net of tax	—			—			3.0			3.0
	Amounts reclassified from accumulated other comprehensive income, net of tax	—			16.3			3.8			20.1
Net current-period other comprehensive (loss) income		(18.4		)	0.6			5.8			(12.0		)
Balance at December 31, 2016			($56.6	)		($25.5	)		($31.7	)		($113.8	)
	Other comprehensive income (loss) before reclassifications, net of tax	21.2			23.4			(14.7		)	29.9
	Settlement of pension obligation, net of tax	—			—			1.5			1.5
	Amounts reclassified from accumulated other comprehensive income, net of tax	—			12.5			3.3			15.8
Net current-period other comprehensive income		21.2			35.9			(9.9		)	47.2
Balance at December 31, 2017			($35.4	)		$10.4			($41.6	)		($66.6	)

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

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
2017:
Loss on derivative instruments		($20.3	)	Cost of providing services and products sold and Selling, general and administrative
Tax benefit	7.8			Income tax expense
Loss on derivative instruments, net of tax	(12.5		)	Income from Continuing Operations, net of tax
Adjustments of pension and other post employment obligations	(8.0		)	Selling, general and administrative
Tax benefit	3.2			Income tax expense
Adjustment of pension and other post employment obligations, net of tax	(4.8		)	Income from Continuing Operations, net of tax
Total reclassifications for the period		($17.3	)
2016:
Loss on derivative instruments		($26.4	)	Cost of providing services and products sold and Selling, general and administrative
Tax benefit	10.1			Income tax expense
Loss on derivative instruments, net of tax	(16.3		)	Income from Continuing Operations, net of tax
Adjustment of pension and other post employment obligations	(10.9		)	Selling, general and administrative
Tax benefit	4.1			Income tax expense
Adjustment of pension and other post employment obligations, net of tax	(6.8		)	Income from Continuing Operations, net of tax
Total reclassifications for the period		($23.1	)

16. ADDITIONAL FINANCIAL INFORMATION

	At December 31,
	2017			2016
Property and equipment, net:
Land		$6.9			$6.9
Buildings	104.8			104.8
Leasehold improvements	348.4			325.9
Equipment	538.2			552.1
Software	350.0			366.7
Construction in progress and other	26.2			32.8
	1,374.5			1,389.2
Less: Accumulated depreciation	(1,114.5		)	(1,085.1		)
		$260.0			$304.1
Payables and other current liabilities:
Accounts payable		$41.3			$53.9
Accrued income and other taxes	41.9			44.1
Accrued payroll-related expenses	131.6			132.0
Derivative liabilities	17.6			33.6
Accrued expenses, other	63.5			63.7
Restructuring and exit costs	8.7			0.8
Deferred revenue and government grants	17.5			17.7
		$322.1			$345.8

17. INDUSTRY SEGMENT AND GEOGRAPHIC OPERATIONS

Geographic Operations

The following table presents certain geographic information regarding the Company’s operations. The Company attributes revenues from external customers to the country of domicile of the Convergys legal entity that is party to each customer contract.

	Year Ended December 31,
	2017		2016		2015
Revenues:
United States		$2,066.6		$2,321.2		$2,385.6
Rest of World	725.5		592.4		565.0
		$2,792.1		$2,913.6		$2,950.6

	At December 31,
	2017		2016
Long-lived Assets:
United States		$832.6		$869.3
Philippines	176.5		192.6
Rest of World	547.9		525.1
		$1,557.0		$1,587.0

Concentrations

The Company derives significant revenues from AT&T. Revenues from AT&T (including DIRECTV in all years) were 16.8%, 20.5% and 21.3% of the Company’s consolidated revenues from continuing operations for 2017, 2016 and 2015, respectively. Related accounts receivable from AT&T totaled $69.4 and $93.7 at December 31, 2017 and 2016, respectively. No other client accounted for more than 10% of our consolidated revenues for 2017, 2016 or 2015.

18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter (a)		Total
2017:
Revenues		$727.6		$686.8		$688.3		$689.4		$2,792.1
Operating Income	48.8		48.8		48.1		51.5		197.2
Net Income	37.9		39.8		34.8		8.9		121.4
Basic Earnings Per Common Share		$0.40		$0.42		$0.38		$0.10		$1.30
Diluted Earnings Per Common Share		$0.38		$0.40		$0.35		$0.09		$1.22

	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter (b)		Total
2016:
Revenues		$722.2		$692.3		$741.2		$757.9		$2,913.6
Operating Income	60.4		46.3		50.6		57.2		214.6
Income from Continued Operations, net of tax	44.5		33.2		37.7		17.5		133.0
Income from Discontinued Operations, net of tax	—		—		10.0		—		10.0
Net Income	44.5		33.2		47.7		17.5		143.0
Basic Earnings Per Common Share:
Continuing Operations		$0.46		$0.35		$0.39		$0.18		$1.39
Discontinued Operations	—		—		0.11		—		0.10
Basic Earnings Per Common Share		$0.46		$0.35		$0.50		$0.18		$1.49
Diluted Earnings Per Common Share
Continuing Operations		$0.43		$0.32		$0.36		$0.17		$1.30
Discontinued Operations	—		—		0.10		—		0.10
Basic Earnings Per Common Share		$0.43		$0.32		$0.46		$0.17		$1.40

(a) Fourth quarter 2017 includes a decrease in operating income of $8.2 resulting from $0.4 of integration-related expenses associated with Convergys’ acquisition of Stream and buw, $0.6 of depreciation expense resulting from the fair value write-up of property and equipment acquired from Stream and buw and $7.2 of amortization expense related to acquired intangible assets. Fourth quarter 2017 also includes a $0.5 pension settlement charge and a $32.3 net impact to income tax expense resulting from the enactment of the 2017 Tax Act.

(b) Fourth quarter 2016 includes a decrease in operating income of $9.9 resulting from $1.4 of integration-related expenses associated with Convergys’ acquisition of Stream and buw, $0.1 of expense associated with the acquisition of buw, $1.1 of depreciation expense resulting from the fair value write-up of property and equipment acquired from Stream and buw and $7.3 of amortization expense related to acquired intangible assets. Fourth quarter 2016 also includes a $4.8 pension settlement charge and $20.3 of tax expense associated with the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions that provided the Company with increased flexibility to manage its strategic priorities.

The sum of the quarterly earnings per common share may not equal the annual amounts reported because per share amounts are computed independently for each quarter and for full year based on respective weighted-average common shares outstanding and other dilutive potential common shares.

Convergys Corporation 2017 Annual Report 18

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer, together with the Company’s General Counsel, Chief Accounting Officer and other key members of management, evaluated the effectiveness of the 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 year ended December 31, 2017 (Evaluation Date). 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 Evaluation Date to provide reasonable assurance 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 that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control

There were no changes in the Company’s internal control over financial reporting during the fourth quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Convergys Corporation 2017 Annual Report 19

REPORT OF MANAGEMENT

Management’s Responsibilities for and Audit Committee Oversight of the Financial Reporting Process

The management of Convergys Corporation is responsible for the preparation, integrity and fair presentation of the Consolidated Financial Statements and all related information appearing in this Annual Report. The Consolidated Financial Statements and notes have been prepared in conformity with accounting principles generally accepted in the United States and include certain amounts, which are estimates based upon currently available information, and management’s judgment of current conditions and circumstances.

The Audit Committee, consisting entirely of independent directors, meets regularly with management, the compliance officer, internal auditors and the independent registered public accounting firm, and reviews audit plans and results, as well as management’s actions taken in discharging responsibilities for accounting, financial reporting and internal control. Ernst & Young LLP, independent registered public accounting firm, and the internal auditors have direct and confidential access to the Audit Committee at all times to discuss the results of their examinations.

Management’s Report on Internal Control over Financial Reporting

Convergys’ management is also responsible for establishing and maintaining adequate internal control over financial reporting that is designed to produce reliable Financial Statements in conformity with accounting principles generally accepted in the United States. The system of internal control over financial reporting is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any internal control system, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and may not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to Financial Statement preparation and presentation.

Convergys’ management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. In making this assessment, it used the criteria set forth in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Based on its assessment, management has concluded that, as of December 31, 2017, the Company’s internal control over financial reporting was effective based on the COSO criteria.

Convergys engaged Ernst & Young LLP in 2017 to perform an integrated audit of the Consolidated Financial Statements in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Their report appears on page 40. Additionally, Ernst & Young LLP has issued an audit report on the Company’s internal control over financial reporting. That report appears on page 81.

/s/ Andrea J. Ayers

Andrea J. Ayers

Chief Executive Officer

 /s/ Andre S. Valentine

Andre S. Valentine

Chief Financial Officer

February 21, 2018

Convergys Corporation 2017 Annual Report 20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Convergys Corporation

Opinion on Internal Control over Financial Reporting

We have audited Convergys Corporation’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Convergys Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated February 21, 2018, expressed an unqualified opinion thereon. 

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Report of Management”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Cincinnati, Ohio

February 21, 2018

Convergys Corporation 2017 Annual Report 21

ITEM 9B. OTHER INFORMATION

A. Ayers Separation and Consulting Agreement

As previously disclosed, on January 25, 2018, the Company announced that Andrea Ayers will transition from her role as President and Chief Executive Officer following a nearly 30-year career at the Company. On February 20, 2018, the Company and Ms. Ayers entered into a Separation and Consulting Agreement (the “Separation Agreement”).

Under the Separation Agreement, Ms. Ayers is expected to remain employed by the Company until the earliest to occur of the following dates (the “Separation Date”): (i) the date that a successor Chief Executive Officer commences employment with the Company, (ii) the date that Ms. Ayers’ employment is terminated without Cause (as defined in the Company’s Senior Executive Severance Pay Plan) or due to death or disability, and (iii) December 31, 2018. Upon the Separation Date, and generally subject to Ms. Ayers’ execution and delivery, without revocation, of a general release of claims, Ms. Ayers will be entitled to the following separation benefits pursuant to the Senior Executive Severance Pay Plan:

(i) a cash lump sum payment equal to the sum of two times Ms. Ayers’ base salary and two times Ms. Ayers’ target annual cash incentive award ($3,990,000) payable on the first payroll date occurring six months following the Separation Date;

(ii) a prorated annual cash incentive award reflecting the portion of the year that Ms. Ayers was employed payable at the same time as other plan participants;

(iii) continued medical, dental and vision benefits for 24 months; and

(iv) outplacement services of up to $20,000.

In addition, Ms. Ayers’ outstanding time-based restricted stock unit (“TRSU”) awards and performance-based restricted stock unit (“PRSU”) awards will vest on a pro rata basis based on months of service through the Separation Date. Vesting of the PRSU awards will be based on actual Company performance during the performance period and will be payable after the conclusion of the performance period at the same time as other plan participants. The remaining unvested portion of Ms. Ayers’ TRSU and PRSU awards will remain outstanding and eligible to vest while Ms. Ayers provides consulting services to the Company, as described below. Upon a change of control, Ms. Ayers’ then outstanding and unvested awards will vest immediately.

Beginning on the Separation Date, Ms. Ayers will provide such consulting services to the Company as are reasonably requested by the Board of Directors or the successor Chief Executive Officer. Such services will not exceed thirty hours per month and will continue until February 28, 2021 unless terminated earlier by the Company or Ms. Ayers. Ms. Ayers will receive an annual consulting fee of $360,000, payable monthly in arrears, for the duration of such services. If the consulting services are terminated by the Company without Cause or by Ms. Ayers due to the Company’s material breach of the Separation Agreement, Ms. Ayers’ outstanding TRSU and PRSU awards will continue to vest on the regularly scheduled vesting dates and, in the case of PRSU awards, based on actual Company performance. If Ms. Ayers terminates the consulting services (other than due to the Company’s material breach of the Separation Agreement), she will forfeit all unvested TRSU and PRSU awards that remain outstanding.

The Agreement also extends the scope and duration of certain non-competition and non-solicitation restrictive covenants applicable to Ms. Ayers under the terms of her non-disclosure and non-competition agreement from one year following termination of employment until the later of (x) two years following Ms. Ayers’ termination of employment and (y) the last day of Ms. Ayers’ consulting services. Upon the occurrence of a change of control, such period will automatically be extended through February 28, 2021.

Senior Executive Severance Pay Plan

Effective February 14, 2018, the Company amended its Senior Executive Severance Pay Plan to provide that all executive officers designated by the Board of Directors are entitled to cash severance equal to two times base salary and two times target annual cash incentive award in connection with a termination without cause or resignation for good reason that is not in connection with a change of control. Prior to this amendment, executive officers other than the Chief Executive Officer and the Chief Financial Officer would have been entitled to cash severance equal to one times base salary and one times target annual cash incentive award in connection with a termination without cause or resignation for good reason that is not in connection with a change of control.

Amendment to C. Twomey Service Agreement

Effective February 14, 2018, Convergys CMG UK Limited, a wholly owned subsidiary of the Company, and Cormac Twomey, the Company’s Chief Commercial Officer, amended Mr. Twomey’s Service Agreement to conform the severance benefits payable upon a termination without cause or resignation for good reason to the severance benefits payable to executive officers designated

Convergys Corporation 2017 Annual Report 22

by the Board of Directors under the Senior Executive Severance Pay Plan, as amended on February 14, 2018 and described above under “-Senior Executive Severance Pay Plan.”

* * * * * * *

The foregoing descriptions of the Separation Agreement, the amended Senior Executive Severance Pay Plan, and the amendment to Mr. Twomey’s Service Agreement do not purport to be complete and are qualified in their entirety by reference to the applicable documents filed as Exhibits 10.34, 10.19, and 10.33, respectively, to this Form 10-K and are incorporated in this Item 9B by reference.

Convergys Corporation 2017 Annual Report 23

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this Item 10 is incorporated herein by reference to information contained in the Company’s proxy statement relating to its annual meeting of shareholders to be held on April 25, 2018 under the headings “Corporate Governance-Governance Policies,” “Board of Directors,” “Board Committees,” “Proposals Requiring Your Vote-Proposal No. 1: Election of Directors” and “Beneficial Ownership of Securities-Section 16(a) Beneficial Ownership Reporting Compliance.” Information concerning the executive officers of the Company is contained on page 16 of this Form 10-K and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this Item 11 is incorporated herein by reference to information contained in the Company’s proxy statement relating to its annual meeting of shareholders to be held on April 25, 2018 under the headings “Board Committees-Compensation,” “Compensation Discussion and Analysis,” “CEO Pay Ratio,” “2017 Summary Compensation Table,” “Grants of Plan-Based Awards in Fiscal 2017,” “Outstanding Equity Awards at 2017 Fiscal Year-End,” “Option Exercises and Stock Vested in Fiscal 2017,” “Pension Benefits,” Non-Qualified Deferred Compensation,” “Potential Payments upon Termination or in Connection with a Change of Control,” and “Director Compensation.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The share ownership of certain beneficial owners, directors and officers is incorporated herein by reference to the information contained in the Company’s proxy statement relating to its annual meeting of shareholders to be held on April 25, 2018 under the heading “Beneficial Ownership of Securities.”

The remaining information called for by this Item 12 relating to securities authorized for issuance under equity compensation plans is incorporated herein by reference to Note 10 of the Notes to Consolidated Financial Statements.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this Item 13 is incorporated herein by reference to the information contained in the Company’s proxy statement relating to its annual meeting of shareholders to be held on April 25, 2018 under the headings “Corporate Governance-Related Party Transactions” and “Board of Directors-Director Independence.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item 14 is incorporated herein by reference to the information contained in the Company’s proxy statement relating to its annual meeting of shareholders to be held on April 25, 2018 under the heading “Proposals Requiring Your Vote-Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm.”

Convergys Corporation 2017 Annual Report 24

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE

The following consolidated financial statements of Convergys are included in Part II, Item 8:

			Page
(1	)	Consolidated Financial Statements:
		Report of Independent Registered Public Accounting Firm	10
		Consolidated Statements of Income	11
		Consolidated Statements of Comprehensive Income	12
		Consolidated Balance Sheets	13
		Consolidated Statements of Cash Flows	14
		Consolidated Statements of Shareholders’ Equity	15
		Notes to Consolidated Financial Statements	17
(2	)	Financial Statement Schedule:
		II - Valuation and Qualifying Accounts	25

Financial statement schedules other than that listed above have been omitted because the required information is not required or applicable.

CONVERGYS CORPORATION

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(In millions)

			Additions
Description	Balance at Beginning of Period		Charged to Expense			Acquisition and Other Changes		Deductions				Balance at End of Period
Year 2017
Allowance for Doubtful Accounts		$5.8		$5.1			$—		($6.1	)	[a]		$4.8
Deferred Tax Asset Valuation Allowance		$37.6		$14.2	[b]		$—		($2.7	)	[c]		$49.1
Year 2016
Allowance for Doubtful Accounts		$5.3		$6.2			$0.6		($6.3	)	[a]		$5.8
Deferred Tax Asset Valuation Allowance		$36.2		$3.6	[d]		$—		($2.2	)	[e]		$37.6
Year 2015
Allowance for Doubtful Accounts		$8.1		$4.2			$—		($7.0	)	[a]		$5.3
Deferred Tax Asset Valuation Allowance		$39.3		$3.1	[d]		$—		($6.2	)	[e]		$36.2

[a] Primarily includes amounts written-off as uncollectible.

[b] Primarily relates to valuation allowances recorded for state operating loss carryforwards, foreign operating loss carryforwards, and capital loss carryforwards, as well as the impact of a reduction in the U.S. federal benefit of state income tax as a result of the reduction in the U.S. federal tax rate from 35% to 21%.

[c] Primarily relates to the impact on existing valuation allowances of the U.S. federal tax rate reduction from 35% to 21%.

[d] Amounts related to valuation allowances recorded for state and non-U.S. operating loss carryforwards and capital loss carryforwards.

[e] Primarily includes the release of state and non-U.S. valuation allowances related to the utilization of net operating losses and adjustments of valuation allowances related to state net operating losses and state tax credits.

Convergys Corporation 2017 Annual Report 25

(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

2.1	Share and Partnership Purchase Agreement, dated July 6, 2016. (Incorporated by reference from Exhibit 2.1 to Form 8-K filed on July 7, 2016.)
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	Convergys Corporation Retirement and Savings Plan (PPA Restatement) dated January 28, 2013. (Incorporated by reference from Exhibit 4.2 to Form 10-K filed on February 23, 2016.)
4.3	Amendment to Convergys Corporation Retirement and Savings Plan (PPA Restatement) dated July 8, 2014. (Incorporated by reference from Exhibit 4.1 to Form 10-Q filed on November 5, 2014.)
4.4	Amendment to Convergys Corporation Retirement and Savings Plan (PPA Restatement) dated December 19, 2014. (Incorporated by reference from Exhibit 4.5 to Form 10-K filed on February 18, 2015.)
4.5	Amendment to Convergys Corporation Retirement and Savings Plan (PPA Restatement) dated July 31, 2015. (Incorporated by reference from Exhibit 4.1 to Form 10-Q filed on November 4, 2015.)
10.1	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.) *
10.2	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.) *
10.3	Convergys Corporation Amended and Restated Long-Term Incentive Plan, effective January 31, 2013. (Incorporated by reference to Exhibit 10.3 to Form 10-Q filed on April 30, 2013.) *
10.4	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.) *
10.5	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.) *
10.6	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.) *
10.7	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.) *
10.8	Amendment to Convergys Corporation Executive Deferred Compensation Plan dated February 24, 2004. (Incorporated by reference from Exhibit 10.25 to Form 10-Q filed on August 9, 2004.) *
10.9	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.) *
10.10	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.) *
10.11	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.) *
10.12	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.) *
10.13	Amendment to Convergys Corporation Executive Deferred Compensation Plan. (Incorporated by reference from Exhibit 10.1 to Form 10-Q filed on November 6, 2013.) *
10.14	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.) *
10.15	Convergys Corporation Pension Plan (PPA Restatement) dated January 28, 2013. (Incorporated by reference from Exhibit 4.6 to Form 10-K filed on February 28, 2014.) *
10.16	Amendment to Convergys Corporation Pension Plan (PPA Restatement) dated December 19, 2014. (Incorporated by reference from Exhibit 10.22 to Form 10-K filed on February 18, 2015.) *
10.17	Amendment to Convergys Corporation Pension Plan (PPA Restatement) dated December 15, 2017.*
10.18	2012 Form of Executive Officer Severance Agreement. (Incorporated by reference from Exhibit 10.4 to Form 10-Q filed on July 31, 2012.) *
10.19	2012 Convergys Corporation Senior Executive Severance Pay Plan dated February 14, 2018.
10.20	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.) *
10.21	2015, 2016 and 2017 Form of Performance Restricted Stock Unit Award Agreement. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on January 28, 2015.) *
10.22	2015, 2016 and 2017 Form of Time-Based Restricted Stock Unit Award Agreement. (Incorporated by reference from Exhibit 10.2 to Form 8-K filed on January 28, 2015.) *
10.23	Form of 2018 Time-Based Restricted Stock Unit Award Agreement.*
10.24	Form of 2018 Performance Restricted Stock Unit Award Agreement.*
10.25	Form of 2018 Time-Based Restricted Stock Unit Award Agreement (A. Ayers).*
10.26	Form of 2018 Performance Restricted Stock Unit Award Agreement (A. Ayers).*
10.27	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. (Incorporated by reference from Exhibit 10.42 to Form 10-K file on February 23, 2012.) *
10.28	First Amendment to Trust Agreement between Fidelity Management Trust Company and Convergys Corporation, dated as of January 27, 2017. (Incorporated by reference from Exhibit 10.25 to Form 10-K filed on February 22, 2017.)*
10.29	Amended and Restated Letter Agreement, dated October 30, 2012, between the Company and Jeffrey H. Fox. (Incorporated by reference from Exhibit 10.42 to Form 10-K filed on February 21, 2013.) *
10.30	Transition letter, dated April 26, 2013, between the Company and Jeffrey H. Fox. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on April 26, 2013.) *
10.31	Service Agreement, dated October 27, 2017, between Convergys CMG UK Limited and Cormac Twomey.*
10.32	Offer Letter, dated October 26, 2017.*
10.33	Amendment to Service Agreement, dated February 14, 2018, between Convergys CMG UK Limited and Cormac Twomey.*
10.34	Separation and Consulting Agreement, dated February 20, 2018, between Convergys Corporation and Andrea Ayers.*
10.35	Separation Agreement and Release of All Claims, dated December 18, 2017, between Convergys Corporation and Marge Connelly.*
10.36	Receivables Sale 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.)
10.37	Receivables Purchase Agreement, dated as of June 30, 2009, among Convergys Funding Inc. as Seller, Convergys Corporation as Servicer, National Association, Liberty Street Funding LLC, The Bank of Nova Scotia and Wachovia Bank, National Association as Administrative Agent. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on August 4, 2009.)
10.38	Amendment No. 1 to Receivables Purchase Agreement, dated as of June 29, 2010. (Incorporated by reference from Exhibit 10.1 to Form 10-Q filed on August 9, 2010.)
10.39	Amendment No. 2 to Receivables Purchase Agreement, dated as of June 20, 2011. (Incorporated by reference from Exhibit 10.30 to Form 10-K filed on February 23, 2016.)
10.40	Amendment No. 3 to Receivables Purchase Agreement, dated as of June 24, 2011. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on June 29, 2011.)
10.41	Amendment No. 4 to Receivables Purchase Agreement, dated as of June 24, 2013. (Incorporated by reference from Exhibit 10.32 to Form 10-K filed on February 23, 2016.)
10.42	Amendment No. 5 to Receivables Purchase Agreement, dated as of January 6, 2014. (Incorporated by reference from Exhibit 10.46 to Form 10-K filed on February 28, 2014.)
10.43	Amendment No. 6 to Receivables Purchase Agreement, dated as of June 24, 2014. (Incorporated by reference from Exhibit 10.34 to Form 10-K filed on February 23, 2016.)
10.44	Amendment No. 7 to Receivables Purchase Agreement, dated as of March 13, 2015. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on March 16, 2015.)
10.45	Amendment No. 8 to Receivables Purchase Agreement dated as of June 9, 2015. (Incorporated by reference from Exhibit 10.4 to Form 8-K on June 12, 2015.)
10.46	Amendment No. 9 to Receivables Purchase Agreement, dated as of December 2, 2016. (Incorporated by reference from Exhibit 10.38 to Form 10-K filed on February 22, 2017.)
10.47	Amendment No. 10 to Receivables Purchase Agreement, dated as of January 4, 2017. (Incorporated by reference from Exhibit 10.39 to Form 10-K filed on February 22, 2017.)
10.48	Amendment No. 11 to Receivables Purchase Agreement, dated as of January 3, 2018.
10.49	Credit Agreement, dated as of January 11, 2017, by and among Convergys Corporation, the lenders party thereto, and Citibank, N.A., as Administrative Agent. (Incorporated by reference from Exhibit 10.1 to Form 8-K/A filed on January 17, 2017.)
12	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.
21	Subsidiaries of Convergys Corporation.
23	Consent of Ernst & Young LLP.
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.
101	The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 21, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income and Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Shareholders’ Equity, and (v) the Notes to Consolidated Financial Statements.
*	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 are submitted as a separate section of this report.

Convergys Corporation 2017 Annual Report 26

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
February 21, 2018	By	/s/ Andre S. Valentine
		Andre S. Valentine Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ ANDREA J. AYERS	Chief Executive Officer and Director (Principal Executive Officer)	February 21, 2018
Andrea J. Ayers
/s/ ANDRE S. VALENTINE	Chief Financial Officer (Principal Financial Officer)	February 21, 2018
Andre S. Valentine
/s/ TAYLOR C. GREENWALD	Senior Vice President and Controller (Chief Accounting Officer)	February 21, 2018
Taylor C. Greenwald
CHERYL K. BEEBE*	Director
Cheryl K. Beebe
RICHARD R. DEVENUTI*	Director
Richard R. Devenuti
JEFFREY H. FOX*	Chairman
Jeffrey H. Fox
JOSEPH E. GIBBS*	Director
Joseph E. Gibbs
JOAN E. HERMAN*	Director
Joan E. Herman
ROBERT E. KNOWLING, JR.*	Director
Robert E. Knowling, Jr.
THOMAS L. MONAHAN III*	Director
Thomas L. Monahan III
RONALD L. NELSON*	Director
Ronald L. Nelson
*By: /s/ Andre S. Valentine		February 21, 2018
Andre S. Valentine as attorney-in-fact

Convergys Corporation 2017 Annual Report 27

EX-10.17

Exhibit 10.17

AMENDMENT TO

CONVERGYS CORPORATION PENSION PLAN

(PPA RESTATEMENT)

This is an Amendment to the Convergys Corporation Pension Plan (the “Plan”), as last restated effective January 1, 2013, and as subsequently amended.

Recitals

I. Convergys Corporation (the “Corporation”) maintains the Plan and has reserved the right to amend the Plan from time to time in its discretion.

II. The Corporation wishes to amend the Plan to address the final regulations on bifurcated distribution options.

Amendment

1.    Effective as of January 1, 2017, a new Section 16.13 is added to the Plan to provide as follows:

16.13    Bifurcated Distribution Options. Effective for annuity starting dates for all periods during which the Plan (and any prior plans that merged into the Plan) has been in existence, if the Plan provides that the Participant’s accrued benefit may be divided and distributed in bifurcated optional forms (i.e., a portion of the accrued benefit may paid in one optional form and the remaining portion of the accrued benefit may be paid in another optional form) and if a Participant so elects to divide his or her accrued benefit and receive distribution in bifurcated optional forms, the amount of the distribution payable with respect to each specified portion of the accrued benefit is determined in accordance with the method for calculating the amount of a distribution payable in the optional form elected for that portion as if that portion were the Participant’s entire accrued benefit. For purposes of clarity, in accordance with Section 1.417(e)-1(d)(7) of the Treasury regulations, the requirements of Code Section 417(e)(3) shall apply to a bifurcated optional form only if such bifurcated optional form (without regard to any other bifurcated optional form) is subject to the requirements of Code Section 417(e)(3).

IN WITNESS WHEREOF, Convergys Corporation has hereunto caused its name to be subscribed this 15^th day of December, 2017.

CONVERGYS CORPORATION

By /s/ Jarrod B. Pontius            

Title: General Counsel and Chief Administrative Officer

EX-10.19

Exhibit 10.19

SEVERANCE PAY PLAN DOCUMENT
AND SUMMARY PLAN DESCRIPTION
FOR
2012 CONVERGYS CORPORATION SENIOR EXECUTIVE SEVERANCE PAY PLAN

This is a combined Plan and Summary Plan Description of the 2012 Convergys Corporation Senior Executive Severance Pay Plan (the “Plan”) as approved by the Compensation and Benefits Committee of the Convergys Corporation Board of Directors (the “Board”) effective as of October 22, 2012 (the “Effective Date”). It explains whether you are eligible to receive severance benefits, and if so, how benefits will be calculated and paid. The Plan became effective on the Effective Date and replaces, for each Eligible Employee (as defined herein), unless specifically exempted as of the Effective Date, any and all prior policies, plans and arrangements (whether written or unwritten), including, but not limited to, the Convergys Corporation Severance Pay Plan adopted by the Company on December 9, 2008 (the “2008 Plan”), the 2011 Convergys Corporation Severance Pay Plan (the “2011 Plan”), and any change of control agreements, to the extent that such policies, plans and arrangements provide for payments to be made after termination of employment directly by the Employer other than pursuant to an Employer retirement plan or arrangement or any individual employment, severance, or change of control arrangement between the Employer and the Employee. Notwithstanding the foregoing, individuals who were eligible for benefits under the 2008 Plan or the 2011 Plan on the Effective Date as a result of a qualifying termination of employment on or prior to the Effective Date shall be covered under the 2008 Plan or the 2011 Plan, as applicable, and shall not be eligible to participate in, and shall not be eligible to receive any benefits under, the Plan. This Plan was amended effective December 1, 2014 to reflect the change from letter grades to number grades for levels/roles as listed in Schedules A and B in the Plan, effective February 9, 2017 with respect to the timing of severance payments to Eligible Employees in Grade 12, and effective February 14, 2018 to provide that all executive officers designated by the Board will receive the same level of benefits as the CEO/CFO and to reflect a change in the eligibility terms.

The adoption and continuation of the Plan are voluntary on the part of the Company and the Employer and are not intended to create any contract of employment. This Plan is a welfare plan under the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder (“ERISA”). This Plan shall continue in effect until terminated by the Board pursuant to the terms and conditions of Section 7.1.

SECTION 1

PURPOSE OF THE PLAN

The purpose of this Plan is to provide financial assistance to employees whose termination is described within the terms and conditions of the Plan. The benefits of this Plan are designed to help terminated Eligible Employees economically during the period immediately following termination and while they seek alternative employment. It is not intended to imply that severance benefits will be offered to any employee whose employment is terminated by

voluntary resignation, for Cause as defined by the Plan, by retirement, or for any other circumstance of termination other than as specifically described herein.

SECTION 2

DEFINITIONS

As used in this Plan, the following terms, when capitalized, shall have the meanings given below:

2.1“Base Pay” shall mean base pay on the Termination Date without regard to commissions, overtime or bonus (unless specifically stated otherwise).

2.2“Cause” shall mean the Employee has engaged in any of the following: (a) willful misconduct or gross negligence in the performance of any of the Employee’s duties to the Company, which would reasonably be expected to result in a material liability to the Company; (b) intentional failure or refusal to perform reasonably and lawfully assigned duties; (c) any indictment for, conviction of, or plea of guilty or nolo contendere to, any crime (whether or not a felony) involving dishonesty, fraud, theft, breach of trust, violence or threats of violence or other significant offenses or acts; or (d) any willful failure to comply with any material written rules, regulations, policies or procedures of the Company, including the Code of Business Conduct as amended from time to time.

2.3“Change of Control” shall mean the occurrence of any of the following events:

(a)Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 2.3, the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity which controls, is controlled by or is under common control with the Company or (4) any acquisition pursuant to a transaction that complies with Sections 2.3(c)(1), 2.3(c)(2) and 2.3(c)(3);

(b)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs

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as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d)Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

2.4“Code” means the Internal Revenue Code of 1986, as amended.

2.5“Company” means Convergys Corporation (and any successor or assign pursuant to the terms and conditions of Section 9.11).

2.6“Eligible Employee” shall have the meaning given in Section 3.1.

2.7“Employee” means any person who works and resides in the United States at the role/level of 12 or above and is classified by an Employer as an employee for tax reporting of

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wages (which would not include those who are classified by the Employer as independent contractors or those on the payroll of others who work for the Employer for a period of time), including officers, but not including (a) directors who are not otherwise employed by an Employer, (b) employees as classified on an Employer’s payroll as temporary, seasonal, student, or part time, or (c) any employee whose employment is, or becomes, the subject matter of a collective bargaining agreement between employee representatives and the Employer unless such collective bargaining agreement expressly provides that such person is eligible for participation in the Plan. Any individual not treated as an employee for tax reporting of wages by an Employer, who subsequently is reclassified as an employee for tax reporting of wages, shall nonetheless be precluded from participating in the Plan for the period during which the individual was originally not classified as an employee. For purposes of this definition, a “temporary” employee is any employee hired for a specific period of time or for the duration of a specific assignment or project, and “student” employee will mean any person hired on a temporary basis while actively enrolled as a full or part-time student in college, university or graduate school. On and following a Change of Control, whether a person is an Employee shall be determined based on the person’s status immediately prior to the Change of Control.

2.8“Employer” means the Company and its affiliates that provide this Plan for their employees, provided that all affiliates participate subject to the right of the Company to exclude or remove them.

2.9“Good Reason” shall mean, without the Employee’s prior written consent, (a) a material reduction in the Employee’s base salary or incentive compensation opportunity or the failure to pay the Employee such base salary or earned incentive compensation amounts or, except, prior to a Change of Control, for across-the-board reductions that apply to employees of the same or similar rank, title, or position generally, a material reduction in the aggregate level of the Employee’s benefits or the failure to provide the Employee with any such benefits, (b) a material diminution to the Employee’s authorities, duties, responsibilities or reporting relationships or the assignment to the Employee of duties that are materially inconsistent with the Employee’s position, or (c) the relocation of the Employee’s principal place of business to a location that is outside the 50-mile radius from the Employee’s then-current principal place of business; provided that, following such breach as described in any of clauses (a) through (c) above, (x) the Employee notifies the Company, in writing, within 60 days of the occurrence of such breach, (y) the Company fails to cure such event within 30 days after receipt of such written notice, and (z) the Employee resigns within 60 days of the conclusion of such cure period.

2.10“Plan Administrator” has the meaning given in Section 5.

2.11“Termination Date” means the date the Employee experiences a “separation from service” within the meaning of Section 409A of the Code.

SECTION 3

PARTICIPATION

3.1Eligibility. Each Employee is eligible to participate in this Plan if the Employee’s employment is terminated under circumstances described in Section 3.2 (each, an “Eligible

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Employee”) and such Employee is not then party to any individual agreement with the Company or any of its affiliates that provides for the payment of severance benefits other than pursuant to this Plan upon an involuntary termination of employment. Benefits will be paid hereunder only if the Eligible Employee complies with Section 3.3.

3.2Covered Events of Termination. An Employee for whom there is a Termination Date shall become an “Eligible Employee” within the meaning of this Plan if the Employee’s employment:

(a)Has terminated by reason of the Employee’s resignation for Good Reason;

(b)Has been terminated without Cause, including as a result of a reduction in force; or

(c)Has been terminated under any of the circumstances described in clauses (a) or (b) above in anticipation of, and within six months prior to, a Change of Control.

Notwithstanding the foregoing, an Employee shall not become an Eligible Employee, and shall not be entitled to any benefits under this Plan, in the event of a termination of employment by reason of (i) the Employee’s death or Disability, (ii) non-Cause performance reasons, as determined by the Company in its sole discretion, provided that the Termination Date occurs prior to a Change of Control, or (iii) an asset divestiture or sale of a subsidiary.

3.3Release Requirement; Return of Property. As a condition of receiving Severance Pay and any benefits pursuant to this Plan, Eligible Employees must execute a Separation Agreement and General Release prepared by the Employer in its sole and absolute discretion from time to time that (i) in the discretion of the Plan Administrator, may include non-competition, non-solicitation and other post-employment restrictive covenants, and (ii) shall require the Eligible Employee to release all prior or then-present claims against the Employer, its affiliates, and their respective employees and directors, including any claims arising from the Eligible Employee’s employment and termination of employment (the “Release”). No payment shall be made to the Eligible Employee under this Plan unless the Eligible Employee has signed and returned the Release to the Company and the Release has become effective and irrevocable in accordance with its terms, no later than the date that is 55 calendar days following the Termination Date (the “Release Deadline”).

In addition to signing the Release, all Employer equipment or property in the possession of the Eligible Employee, including but not limited to Employer credit cards, keys, identification badges, security cards, laptop computers, cellular telephones, parking passes and other electronic equipment, must be returned to the Employer and all personal belongings should be removed from the Eligible Employee’s office or work space no later than seven days after the Employee’s Termination Date. Eligible Employees may arrange with the Human Resources Department of the Company a mutually convenient time to return Employer property and pick up personal effects.

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SECTION 4
BENEFITS

4.1Amount of Benefit. An Eligible Employee who meets the conditions set forth in Section 3 shall receive cash severance pay (“Severance Pay”) and other benefits as set forth in the following Schedules A, B and C, as applicable.

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Schedule A:

For terminations of employment that make an Employee an Eligible Employee pursuant to Section 3.2 (excluding terminations of employment (i) related to a Change of Control as described in Section 3.2(c), or (ii) that would otherwise make an Employee an Eligible Employee pursuant to Section 3.2 but occur upon or during the two-year period immediately after a Change of Control), the following schedule and terms apply:

Level/Role	Cash1	Equity
All participants Executive officers designated by the Board	Pro-rated AIP2 2 year Base Pay + 2 year target AIP3	Terms and conditions of the applicable plan documents apply.
13 level (other than executive officers designated by the Board)	1 year Base Pay + 1 year target AIP3
12 level	12 months of Base Pay
___________ 1 Eligible Employees, for the period for which severance is calculated, will be able to continue paying the employee rate for medical, dental and vision benefits provided to the Eligible Employee on the Termination Date if the Eligible Employee timely elects COBRA coverage. The portion of the COBRA premium that the Employer pays will be taxable to the Eligible Employee to the extent required by law. 2      The pro-rated Annual Incentive Plan (“AIP”) equals the annual incentive under the AIP for the fiscal year during which the Termination Date occurs, determined as if the Eligible Employee had remained employed for the entire year (and any additional period of time necessary to be eligible to receive the annual incentive for the year), based on actual Company performance during the entire fiscal year and without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminate employment), and assuming that any individual goals applicable to the Eligible Employee were satisfied at the “target” level, pro-rated based on the number of days in the Company’s fiscal year through (and including) the Termination Date. The pro-rated AIP shall be payable in a single lump sum at the same time that payments are made to other participants in the AIP for that fiscal year (pursuant to the terms of the AIP but in no event later than two and one-half months after the fiscal year during which the Termination Date occurs). 3 The target AIP shall equal the Eligible Employee’s target AIP for the year in which the Termination Date occurs.

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Schedule B:

For terminations that make an Employee an Eligible Employee pursuant to Section 3.2(c) or for terminations described in Section 3.2(a) or (b) that occur upon or during the two-year period immediately following a Change of Control, the following schedule and terms apply:

Level/Role	Cash1	Equity
All participants	Pro-rated target AIP2	Terms and conditions of the applicable plan documents apply.
Executive officers designated by the Board and other 13 level	2 year Base Pay + 2 year target AIP3
12 level	12 months of Base Pay
___________ 1 Eligible Employees, for the period for which severance is calculated, will be able to continue paying the employee rate for medical, dental and vision benefits provided to the Eligible Employee on the Termination Date if the Eligible Employee timely elects COBRA coverage. The portion of the COBRA premium that the Employer pays will be taxable to the Eligible Employee to the extent required by law. 2 The pro-rated target AIP equals the Eligible Employee’s target AIP for the year in which the Termination Date occurs pro-rated based on the number of days in the Company’s fiscal year through (and including) the Termination Date. 3 The target AIP shall equal the Eligible Employee’s target AIP for the year in which the Termination Date occurs.

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Schedule C:

For all of the above terminations noted in Schedules A and B, the following schedule applies as to the amount of outplacement services offered for each level:

Level	Service
All participants	Three month program*
___________ * Maximum = $20,000 per Eligible Employee; service must be commenced within 90 days of Termination Date. Services must be obtained, unless specifically noted otherwise in the Plan, through an approved vendor of the Company and all provided by the end of the year after the year in which the Termination Date occurs.

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4.2Limitations of Benefits: This Plan is in lieu of any other severance, separation, termination or change of control plan or program and not in addition to any amounts due under any other such plan, program or agreement between the Employer and an Employee. The benefits payable hereunder will be reduced dollar for dollar for any amounts payable under any other such arrangement to the extent consistent with Section 409A of the Code. Under no circumstances will an Employee who participates in this Plan be eligible to participate in the 2008 Plan, the 2011 Plan or the 2012 Convergys Corporation General Severance Pay Plan. Other arrangements may, however, reference this Plan with regard to the time and process for payment of severance benefits.

4.3Payment of Benefits. Except as otherwise provided in the applicable Schedule or in this Section 4.3, Severance Pay provided under this Plan shall be paid in a single lump sum on the first payroll date that occurs more than 6 months after the Termination Date, provided that the Eligible Employee has signed, returned to the Company and not revoked the Release pursuant to the terms and conditions described in Section 3.3. Notwithstanding the foregoing, any Severance Pay provided to an Eligible Employee in Grade 12 shall be paid as follows: (a) on the first payroll date that occurs more than ten business days after such Eligible Employee’s Release has become effective and irrevocable in accordance with its terms, the Company shall pay an amount equal to the lesser of (I) fifty percent (50%) of the total amount of Severance Pay to be provided to such Eligible Employee under the applicable Schedule, or (II) the Section 409A Limit (as defined below); and (b) on the first payroll date that occurs more than 6 months after the Termination Date (subject to the effectiveness and irrevocability of the Release pursuant to Section 3.3), the Company shall pay the excess of (I) the total amount of Severance Pay to be provided to such Eligible Employee under the applicable Schedule, over (II) the amount previously paid to the Eligible Employee pursuant to clause (a) of this sentence. For purposes of this Section 4.3, the “Section 409A Limit” means an amount equal to two times the lesser of (x) the Eligible Employee’s annualized compensation based on the annual rate of pay for the calendar year immediately preceding the calendar year in which the Eligible Employee’s Termination Date occurs (or for the calendar year in which the Eligible Employee’s Termination Date occurs, if the Eligible Employee had no compensation from the Company for the immediately preceding calendar year), or (y) the maximum amount that may be taken into account under a qualified retirement plan pursuant to section 401(a)(17) of the Code for the calendar year in which the Eligible Employee’s Termination Date occurs. Any payment under this Plan shall be net of (i) prior to a Change of Control only, any outstanding loans, debts, travel advances, or charges for Company property that has not been returned by the date that payment begins (provided that this shall apply only to payments that are exempt from or otherwise not deferred compensation subject to Section 409A of the Code), and (ii) any tax withholding or other payroll deductions authorized by the Employee or required by federal, state, local or other applicable payroll laws. In the event of the Eligible Employee’s death prior to payment under this Plan, payment of benefits will be made to the surviving spouse, if any, and if none, to the Eligible Employee’s estate.

In the event that a nationally recognized accounting firm as may be selected by the Company prior to a Change of Control (the “Accounting Firm”) determines that receipt of any payments, benefits, and accelerated vesting of benefits or awards that were received pursuant to

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this Plan or otherwise constitute a “parachute payment” (within the meaning of Section 280G(b)(2) of the Code and the regulations promulgated thereunder) to or for the benefit of the Eligible Employee, whether paid or payable pursuant to this Plan or otherwise (“Payments”), would subject the Eligible Employee to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), the Accounting Firm shall determine whether to reduce any of the Severance Pay paid or payable pursuant to this Plan (the “Plan Payments”) , on a pro-rata basis, so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Plan Payments shall be so reduced only if the Accounting Firm determines that the Eligible Employee would have a greater Net After-Tax Amount (as defined below) of aggregate Payments if the Plan Payments were so reduced. If the Accounting Firm determines that the Eligible Employee would not have a greater Net After-Tax Amount of aggregate Payments if the Plan Payments were so reduced, the Eligible Employee shall receive all Plan Payments to which the Eligible Employee is entitled hereunder.

For purposes of this Plan: (i) “Parachute Value” of a Payment shall mean the present value as of the date of the change in the ownership of effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code and the regulations promulgated thereunder) of the portion of such Payment that constitutes a “parachute payment” (within the meaning of Section 280G(b)(2) of the Code and the regulations promulgated thereunder), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment; (ii) “Net After-Tax Amount” of a Payment shall mean the Parachute Value of a Payment net of all taxes imposed on the Eligible Employee with respect thereto under Sections 1 and 4999 of the Code and applicable state and local laws, determined by applying the highest marginal rates that are expected to apply to Eligible Employee’s taxable income for the taxable year in which the Payment is made; and (iii) “Safe Harbor Amount” shall mean the maximum Parachute Value of all Payments that the Eligible Employee can receive without any Payments being subject to the Excise Tax.

4.4Funding. The Employer will pay benefits from its general assets. No specific amount shall be set aside in advance for this purpose. Eligible Employees shall be unsecured general creditors of the Employer for purposes of benefits due hereunder.

4.5Termination of Benefits. Notwithstanding anything contained herein to the contrary, if an Employee is rehired by Employer in a position commensurate with Employee’s experience and training, such Employee’s benefit shall cease as of his date of rehire and no further benefits shall be owed under the Plan. If the Employer reasonably determines that an Employee is violating the terms of any confidentiality, invention assignment, noncompetition, nonsolicitation or other obligation to which the Employee is otherwise subject, the Employer may cease future payments to be made hereunder.

4.6Full Settlement. Following a Change in Control, the Company’s obligation to make the payments provided for in this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or

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action that the Company may have against an Employee or others. In no event shall an Employee be obligated to take any action by way of mitigation of the amounts payable to such Employee under any of the provisions of this Plan.

4.7Continued Eligibility to Participate in Company Plans. Except as provided otherwise in Section 4.2, nothing in this Plan shall prevent or limit an Employee’s continuing or future participation in any plan, program, policy or practice provided by the Company or an affiliate, nor shall anything herein limit or otherwise affect such rights as an Employee may have under any other contract or agreement with the Company or any of its affiliates. Amounts that are vested benefits or that an Employee and/or an Employee’s dependents are otherwise entitled to receive under any plan, policy, practice, program, agreement or arrangement of the Company or any of its affiliates shall be payable in accordance with such plan, policy, practice, program, agreement or arrangement.

SECTION 5

ADMINISTRATION

5.1Plan Administrator and Named Fiduciary. The Company may appoint a committee, that shall be known as the “Administrative Committee” to carry out the Plan Administrator’s responsibilities under this Plan, and the term “Plan Administrator” as used in this Plan shall mean the Administrative Committee. If the Company does not appoint an Administrative Committee, the Compensation and Benefits Committee shall be the Plan Administrator for all purposes. The Plan Administrator shall have authority to control and manage the operation and administration of this Plan. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Plan.

5.2Plan Information. Benefit claims and questions regarding the Plan and the administration of the Plan should be addressed to:

Plan Administrator – Severance Pay Plan
Convergys Corporation 201 East Fourth Street Cincinnati, Ohio 45202

with a copy to the Company’s General Counsel at the same address. The Company’s telephone number is (513) 723-7000. The Company’s General Counsel is the agent for service of legal process on the Plan. The Company’s Employer Identification Number is 31-1598292. The plan number for this Plan is 506. The Plan is a severance pay plan with a calendar plan year.

5.3Administrative Discretion. The Plan Administrator shall have complete discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Eligible Employees or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make

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any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a particular Employee is an Eligible Employee, and (ii) to determine if a person is entitled to benefits hereunder and, if so, the amount and duration of such benefits. The Plan Administrator’s determination of the rights of any person hereunder shall be final and binding on all persons.

SECTION 6
CLAIMS PROCEDURES

6.1Filing a Claim. If an Employee is denied benefits under the Plan, he or she may file a written claim for benefits with the claims administrator designated by the Plan Administrator in accordance with the procedures established by the Plan Administrator (the “Claims Administrator”).

6.2Denial of Claim. If an Employee’s claim for benefits is wholly or partially denied by the Claims Administrator, a written or e-mail notice of such decision shall be furnished by the Claims Administrator to the claimant within 90 days of receipt of the claim unless special circumstances require an extension of time for processing the claim (but the extension may not be for more than an additional 90 days) and shall set forth:

(a)The specific reason or reasons for denial;

(b)A reference to pertinent Plan provisions on which the denial is based;

(c)A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of the claims review procedure set forth in this Section; and

(d)The steps the claimant can take to ask for a review of the decision, the deadline for the request, and the claimant’s right to bring a civil action under ERISA if the claim is denied on review.

If notice of denial of the claim is not furnished within a reasonable period of time, the claim shall be deemed denied. If circumstances necessitate an extension of the 90-day period for decision on a claim, the Claims Administrator will notify the claimant before the end of the initial 90-day period of the extension and when a decision is expected.

6.3Claims Review Procedure. If an Employee who has been denied a claim files, within 60 days after its receipt of such denial, a written request for review, setting forth the alleged reasons why his or her claim was improperly denied, the Plan Administrator shall fully and fairly review such decision and advise the claimant in writing of its decision and the reasons therefor within 60 days after the Plan Administrator receives such request for review. The claimant may also request in writing reasonable access to or copies of the legal Plan text and all other documents, records and other information relevant to the claim for benefits. Such access or copies will be provided upon request and free of charge. The review of a denied claim will take

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into account all comments, documents, records and other information submitted by the claimant related to the claim, even if that information was submitted after the initial claim denial. In connection with such review, the claimant shall have the right to have representation.

In the event of special circumstances, the time for response may be delayed for an additional period of up to 60 days, but written notice thereof must be given to the claimant within the initial 60-day period of the special circumstances and the date the claimant may expect to receive a decision on appeal. The decision on appeal will contain:

(a)Specific reasons for the denial;

(b)Specific references to the Plan provisions on which the denial is based;

(c)A statement that the claimant will be provided with, upon reasonable request, reasonable access to, and copies of, all documents, records and other information relevant to the claim; and

(d)A statement of the claimant’s right to bring a civil action for benefits.

Notwithstanding the foregoing terms and conditions of Section 6, following a Change of Control, the claims and appeals procedure established by the Plan Administrator will be provided for the use and benefit of Employees who may choose to avail themselves of such procedures, but compliance with the provisions of these claims and appeals procedures by an Employee will not be mandatory for any Employee claiming benefits after a Change of Control. It will not be necessary for any Employee to exhaust these procedures and remedies after a Change of Control prior to bringing any legal claim or action, or asserting any other demand, for payments or other benefits to which such Employee claims entitlement.

6.4Judicial Review. Prior to a Change of Control, decisions on a claim on appeal are final and binding on the Plan and on the Eligible Employee unless a court having appropriate jurisdiction finds that the decision was arbitrary and capricious, based on the record prepared during the Plan’s claims review process. On and following a Change of Control, decisions on a claim on appeal shall be subject to de novo review by a court having appropriate jurisdiction. The Company and any person acting in a fiduciary capacity at the direction of the Company shall have the maximum legal discretion to make decisions concerning the operation and administration of the Plan including, but not limited to, the provision or denial of benefits.

SECTION 7
AMENDMENT AND TERMINATION OF PLAN

7.1Employer’s Right to Amend or Terminate. The Employer reserves the right to amend or terminate this Plan at any time, in whole or in part, with respect to any Eligible Employee who is not eligible for Severance Pay or benefits pursuant to Section 3.2 of the Plan at that time. No amendment or termination of this Plan may be made that adversely affects the benefits to be provided to Employees hereunder within the 180-calendar-day period before a

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Change of Control, and the Plan may not be amended or terminated during the two-year period following a Change of Control.

7.2Effective Date of Amendment or Termination. Any amendment, discontinuance or termination of the Plan shall be effective as of the date determined by the Employer, but not retroactively.

7.3Actions by Employer. Any action required by the Employer under this Section 7 may be by resolution of the Board or a committee of the Board, or by any officer or other person with authorization from the Board or such committee.

SECTION 8
ADDITIONAL RIGHTS UNDER THE PLAN

An Eligible Employee in the Plan is entitled to certain rights and protections under ERISA. ERISA provides that all Eligible Employees shall be entitled to:

(a)Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration.

(b)Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.

(c)Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each Eligible Employee with a copy of the summary annual report.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit Plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

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Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. If it should happen that plan fiduciaries misuse the Plan’s money or you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

SECTION 9
GENERAL PROVISIONS

9.1Not an Employment Contract. Neither this Plan nor any action taken with respect to it shall confer upon any person the right to continued employment with the Employer.

9.2Other Employee Benefit Plans. The provisions of this Plan shall be construed and applied independently of any other benefit plan the Employer may provide to Employees. Benefits received under this Plan will not be counted as wages or compensation for pension or other retirement benefits of the Employer.

9.3Inability to Locate Payee. If the Plan Administrator is unable to make payments to any Employee or other person to whom a payment may be due under the Plan because he or she cannot ascertain the identity or whereabouts of such Employee or other person after reasonable efforts have been made to identify or locate such person (including a notice of the payment so due mailed to the last known address of such Employee or other person as shown on the records of the Employer), any obligation the Employer may have had under this Plan will cease twelve months after the Employee’s Termination Date.

9.4Requirement for Proper Forms. All communications in connection with the Plan made by an Eligible Employee shall become effective only when duly executed on any forms as may be required and furnished by, and filed with, the Plan Administrator.

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9.5Non-Assignability. This Plan, and the rights, interest and Benefits receivable under it shall not be assigned, transferred, pledged, sold, conveyed or encumbered in any way by the Eligible Employee and shall not be subject to execution, attachment or similar process. Any attempted sale, conveyance, transfer, assignment, pledge or encumbrance of any rights, interest or benefit receivable under this Plan, contrary to the foregoing provisions, or the levy of any attachment or similar process thereupon, shall be null and void and without effect.

9.6Gender or Number. Masculine pronouns include the feminine as well as the neuter genders, and the singular shall include the plural, unless indicated otherwise by the context.

9.7Headings. The Section headings contained herein are for convenience of reference only, and shall not be construed as defining or limiting the matter contained thereunder.

9.8Governing Law. To the extent this Plan is not governed by federal law, the provisions of this Plan shall be construed and applied in accordance with the laws of the State of Ohio.

9.9Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Plan, and the Plan shall be construed and enforced as if such provision had not been included in the Plan.

9.10Application of Section 409A of the Code. It is intended that the payments and benefits provided under the Plan will be exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Plan will be construed, administered, and governed in a manner that effects such intent to the greatest extent possible, and neither the Company nor its successor will take any action that would be inconsistent with such intent. Although the Company will use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the payments and benefits provided under the Plan is not warranted or guaranteed. Neither the Company, its affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by an Employee (or any other individual claiming a benefit through an Employee) as a result of the Plan.

9.11Successors and Assigns. This Plan shall inure to the benefit of and be binding upon the Company and its successors. The Company shall require any corporation, entity, individual or other Person who is the successor (whether direct or indirect by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all the business and/or assets of the Company to expressly assume and agree to perform, by a written agreement in form and in substance satisfactory to the Company, all of the obligations of the Company under this Plan. As used in this Plan, the term “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Plan by operation of law, written agreement or otherwise. It is a condition of this Plan, and all rights of each Employee to receive benefits under this Plan shall be subject hereto, that no right or interest of any such person in this Plan shall be assignable or transferable in whole or in part,

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except by operation of law, including, but not limited to, lawful execution, levy, garnishment, attachment, pledge, bankruptcy, alimony, child support or qualified domestic relations order.

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Convergys Corporation has caused this instrument to be executed by its duly authorized officer as of February 14, 2018.

Convergys Corporation

By: /s/ Jarrod B. Pontius            

Jarrod B. Pontius

Its: General Counsel & Chief Admin. Officer

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EX-10.23

Exhibit 10.23

TIME-BASED RESTRICTED STOCK UNIT AWARD

UNDER THE PROVISIONS OF

THE CONVERGYS CORPORATION

AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

Pursuant to the provisions of the Convergys Corporation Amended and Restated Long Term Incentive Plan (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 of this Award Agreement (the “Award Agreement”).

1. Delivery of Shares. Subject to and upon the terms, conditions, and restrictions set forth in this Award Agreement, Convergys Corporation (the “Company”) shall deliver to you [__]% 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”) within 30 days following the First Vest Date indicated on your Notice of Award (the “First Vest Date”), [and] [__]% of the number of Shares indicated on your Notice of Award within 30 days following the Second Vest Date indicated on your Notice of Award (the “Second Vest Date”) [and [__]% of the number of Shares indicated on your Notice of Award within 30 days following the Third Vest Date indicated on your Notice of Award (the “Third Vest Date”)]. Each of the First Vest Date[,] [and] 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 Award 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 or paid, 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 or paid 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 payment of dividend equivalents) to you, provided that such Shares (and dividend equivalents) were delivered or paid 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 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.

1. 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 and prior to a Change of Control due to death, Disability, or involuntary termination without Cause (“Qualifying Termination”)[, then you][:] [a. You] shall be entitled to receive[, in the case of a Qualifying Termination due to your death or Disability,] a number of Shares (the “Adjusted Shares”) equal to the product of (i) the number of Shares covered by this Award that were not yet vested immediately prior to your Qualifying Termination, multiplied by (ii) a fraction, the numerator of which is the number of full calendar months from the first day of the month in which the Award was granted through the date of your Qualifying Termination and the denominator of which is 36. [The Adjusted Shares shall be delivered to you (or your estate, in the case of your death) within 10 business days after your Qualifying Termination.] The remaining unvested Shares shall be forfeited automatically and without further notice as of the date of your Qualifying Termination.

[b. You shall be entitled to receive, in the case of a Qualifying Termination due to your involuntary termination without Cause, all Shares covered by this Award that are not yet vested immediately prior to your Qualifying Termination. Such Shares shall be delivered to you within 10 business days after your Qualifying Termination.]

2. Change of Control. The provisions of this Section 4 shall control, notwithstanding any provision of Section 13 of the Plan to the contrary. 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, subject to your continued employment as provided herein and in lieu of such Shares, you will be entitled to cash in an amount equal to the product of the number of such unvested Shares multiplied by the average of the opening and closing prices per Share on the New York Stock Exchange on the trading day immediately preceding the date of the Change of Control (the “Dollar Amount”). All or a portion of the Dollar Amount shall be paid to you without interest or earnings (but together with dividend equivalents as provided in Section 6 of this Award Agreement) on each remaining Vest Date, in the same proportion that the unvested Shares would have become vested on each such Vest Date, provided that you remain an employee of the Company and its affiliates (or any successor thereto) on each such Vest Date. Except as otherwise provided in this Section 4, any unpaid portion of the Dollar Amount (and any related dividend equivalents) shall be forfeited automatically and without further notice if you cease to be an employee of the Company and its affiliates (or any successor thereto) prior to a Vest 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 on or after a Change of Control, then any portion of the Dollar Amount that has not been paid shall be paid (together with dividend equivalents as provided in Section 6 of this Award Agreement) within 10 business days after you so cease to be an employee. For purposes of this Award 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 Award 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) of this Section 4(b) 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) of this Section 4(b) shall not affect your ability to terminate employment for Good Reason.

3. 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.

4.Dividend Equivalents. Upon payment of any dividend on Shares occurring 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 Award Agreement or forfeited under Section 2 or Section 3 of this Award 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 Award Agreement shall be subject to the same terms, conditions and restrictions (including forfeiture restrictions) as your right to receive the related Shares (or the related Dollar Amount, as applicable). 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 Award 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 Award Agreement shall be forfeited.

5.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.

6.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 Award 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 Award 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 cash (including dividend equivalents) paid under this Award 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).

7.No Employment Contract. Nothing contained in this Award 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.

8.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 Award 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 or payment of a Dollar Amount (and payment of dividend equivalents) to a “specified employee” as determined by the Company in accordance with 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) any vested Shares or vested Dollar Amount (and dividend equivalents) shall be delivered or paid on the earlier of (i) the applicable Vest Date, or (ii) your separation from service (subject to a six-month delay as may be required if you are a specified employee as described above).

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

10.Severability. In the event that one or more of the provisions of this Award 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.

11.Relation to Plan. This Award Agreement is subject to the terms and conditions of the

12.Plan. In the event of any inconsistency between the provisions of this Award 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.

13.Successors and Assigns. Without limiting Section 7 hereof, the provisions of this Award 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.

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

EX-10.24

Exhibit 10.24

PERFORMANCE RESTRICTED STOCK UNIT AWARD

UNDER THE PROVISIONS OF

THE CONVERGYS CORPORATION

AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

Pursuant to the provisions of the Convergys Corporation Amended and Restated Long Term Incentive Plan (the “Plan”), the Compensation and Benefits Committee of the Board of Directors of Convergys Corporation (the “Compensation Committee”) has granted you a performance 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 Award Agreement (the “Award Agreement”).

1. Earning of Award.

a. The Company shall credit to your account a number of common shares, without par value, of the Company (“Shares”) equal to a percentage of the target number of Shares indicated on your Notice of Performance Restricted Stock Unit Award form (“Notice of Award”) based on the factors set forth below, or such greater or lesser number of Shares as may be determined by the Compensation Committee, in its discretion, in accordance hereof.

b. During each calendar year during the period commencing January 1, 20[__] and ending December 31, 20[__] (the “Performance Period”), the Compensation Committee shall establish 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 [____________] for each such calendar year, as determined by the Compensation Committee in its sole and absolute discretion. The performance objectives established by the Compensation Committee pursuant to this Section 1(b) shall be 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”).

c. It is the current intention of the Compensation Committee that it will determine the number of Shares, if any, to be credited to your account under this Award Agreement based upon the extent to which the Company achieves the [____________] 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 increase or reduce the number of Shares, if any, to be credited to your account under this Award 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

performance objectives established pursuant to this Section 1, 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 or its affiliates conduct business, or as the Compensation Committee otherwise deems appropriate.

e. Following the end of the Performance Period, the Compensation Committee shall determine in writing the number of Shares, if any, earned pursuant to this Section 1 and the final number of Shares (and final amount of cash dividend equivalents), if any, payable to you pursuant to this Award Agreement.

2. Delivery of Shares. Subject to and upon the terms, conditions, and restrictions set forth in this Award Agreement, following the end of the Performance Period, 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 Award 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 6 of this Award Agreement), which delivery of Shares (and payment of dividend equivalents) shall occur within 30 days following the Vest Date indicated on your Notice of Award (the “Vest Date”).

3.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 the Vest Date for any reason other than death, Disability, Retirement or involuntary termination without Cause. For purposes of this Award Agreement:

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

(ii)“Retirement” means termination of employment after (A) attaining age 55 and completing at least ten years of service with the Company or any of its subsidiaries, or (B) 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.

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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 or paid, 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 or paid 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 payment of dividend equivalents) to you, provided that such Shares (and dividend equivalents) were delivered or paid 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 3(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.

c. Without limitation of the foregoing and for the avoidance of doubt, this Award shall be subject to the terms and conditions of the Company’s Recoupment Policy, effective as of January 25, 2017, as well as any clawback or recoupment policy that is adopted, amended, modified or supplemented by the Company to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations promulgated thereunder by the Securities and Exchange Commission, other laws or the regulations

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of the New York Stock Exchange and that, by its terms, is applicable to you as an officer or employee of the Company.

4.Certain Events During the Performance Period.

a. If you cease to be an employee of the Company and its affiliates prior to the end of the Performance Period and prior to a Change of Control 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 full calendar months from the first day of the Performance Period through the date your employment terminates bears to (B) 36, 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 6 of this Award Agreement), except as otherwise provided pursuant to Section 10 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 prior to the end of the Performance Period and prior to a Change of Control 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) you shall be credited with a number of Shares equal to such percentage (up to [___]%) of the Adjusted Shares as may be determined by the Compensation Committee, in its discretion, in accordance with Section 1 of this Award Agreement, which percentage the Compensation Committee intends to determine based upon the Company’s achievement of the [___________] objectives for the three years during 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 1 hereof shall be forfeited automatically and without further notice. Shares earned, if any, pursuant to the provisions of this section 4(b) will be delivered following the end of the Performance Period and on or prior to March 15, 20[__] (together with dividend equivalents as provided pursuant to Section 6 of this Award Agreement), except as otherwise provided pursuant to Section 10 below.

c. The provisions of this Section 4(c) shall control, notwithstanding any provision of Section 13 of the Plan to the contrary. If, prior to the Vest Date and while you are employed by the Company and its affiliates, a Change of Control of the Company occurs, then, notwithstanding Section 1 hereof, the number of Shares that are covered by this Award shall be adjusted by the Compensation Committee to equal a number of Shares (the “COC Adjusted Shares”) determined as follows: (x) if the Change of Control occurs on or prior to December 31, 20[__], the COC Adjusted Shares shall equal the target number of Shares indicated on your Notice of Award; or (y) if the Change of Control occurs after December 31, 20[__], the COC Adjusted Shares shall equal the number of Shares that would have been earned pursuant to this Award,

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determined based upon the Company’s actual [____________] performance for the calendar year(s) that ended on or prior to the date of the Change of Control, as compared to the [____________] performance objectives set forth in Attachment A for such year(s). In the event that this Section 4(c) applies, you will not be entitled to receive any Shares pursuant to this Award (and such Shares will be cancelled) and, subject to your continued employment as provided herein and in lieu of such Shares, you will be entitled to cash in an amount equal to the product of the number of COC Adjusted Shares, multiplied by the average of the opening and closing prices per Share 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 without interest or earnings (but together with dividend equivalents as provided in Section 6 of this Award Agreement) on the Vest Date, provided that you remain an employee of the Company and its affiliates (or any successor thereto) on the Vest Date. Except as otherwise provided in this Section 4(c), the Dollar Amount (and any related dividend equivalents) shall be forfeited automatically and without further notice if you cease to be an employee of the Company and its affiliates (or any successor thereto) prior to the Vest 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 on or after a Change of Control, then, to the extent not previously paid, the Dollar Amount shall be paid (together with dividend equivalents as provided in Section 6 of this Award Agreement) within 10 business days after you so cease to be an employee. For purposes of this Award Agreement:

i. “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).

ii. “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:

(A) 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);

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(B) 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;

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

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

(E) any failure by the Company to cause a successor to assume this Award 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 (A) through (E) of this Section 4(c)(ii) 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 (A) through (E) of this Section 4(c)(ii) 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. At the same time that any Shares are delivered to you pursuant to this Award 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 the effective date of your Notice of Award through the date of distribution of Shares, of the number of Shares, if any, actually distributed to you pursuant to this Award Agreement. In the event of a Change of Control prior to the Vest Date, 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 on or prior to the date of the Change of Control had you been the actual owner of the COC Adjusted Shares from the effective date of your Notice of Award through the date of the Change of Control, and your Dividend Equivalents Account shall be distributed to you in cash at the time and to the extent the related Dollar Amount is paid. Your right to receive any dividend equivalents pursuant to this Award Agreement shall be subject to the same terms, conditions and restrictions (including forfeiture restrictions) as your right to receive the related Shares (or the related Dollar Amount, as applicable). In no event will any interest or earnings be credited on the amount of dividend

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equivalents, if any, payable to you pursuant to this Award Agreement.

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 Award 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 Award 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 cash (including dividend equivalents) paid under this Award 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 Award 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 Award 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 or payment of a Dollar Amount (and payment of dividend equivalents) to a “specified employee” as determined by the Company in accordance with 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) any vested Shares or vested Dollar Amount (and dividend equivalents) shall be delivered or paid on

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the earlier of (i) the Vest Date, or (ii) your separation from service (subject to a six-month delay as may be required if you are a specified employee as described above).

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

12.Severability. In the event that one or more of the provisions of this Award 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 Award Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Award 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 Award 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 Award Agreement shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

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ATTACHMENT A

TO

PERFORMANCE RESTRICTED STOCK UNIT AWARD

[________] Performance Objectives	20[__] [_______] Objectives	20[__] [_______]  Objectives	20[__] [_______] Objectives	Cumulative [_______] Objectives ( 20[__] - 20[__])	Percentage of Shares Earned Based on Cumulative [________] Performance
Threshold	$[___]	$TBD	$TBD	$TBD	[__]%
Target	$[___]	$TBD*	$TBD*	$TBD*	[__]%
Maximum	$[___]	$TBD*	$TBD*	$TBD*	[__]%

* Compensation Committee currently intends that [____________] objectives will correlate with the selected and approved performance goal under the Annual Incentive Plan for the year.

For performance between the levels listed above, the number of Shares earned will be determined using straight line interpolation, based on actual performance. If the cumulative Threshold level set forth in the performance matrix above is not achieved, then no Shares or dividend equivalents shall be payable hereunder.

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EX-10.25

Exhibit 10.25

TIME-BASED RESTRICTED STOCK UNIT AWARD

UNDER THE PROVISIONS OF

THE CONVERGYS CORPORATION

AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

Pursuant to the provisions of the Convergys Corporation Amended and Restated Long Term Incentive Plan (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 of this Award Agreement (the “Award Agreement”). Reference is made to the Separation and Consulting Agreement dated February 20, 2018 between Convergys Corporation (the “Company”) and you (the “Separation Agreement”).

1. Delivery of Shares. Subject to and upon the terms, conditions, and restrictions set forth in this Award Agreement and the Separation Agreement, the Company shall deliver to you [__]% 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”) within 30 days following the First Vest Date indicated on your Notice of Award (the “First Vest Date”), [__]% of the number of Shares indicated on your Notice of Award within 30 days following the Second Vest Date indicated on your Notice of Award (the “Second Vest Date”) and [__]% of the number of Shares indicated on your Notice of Award within 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. Except as otherwise provided in the Separation Agreement, 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 Award 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 or paid, 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 or paid 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 payment of dividend equivalents) to you, provided that such Shares (and dividend equivalents) were delivered or paid 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 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.

3. Death, Disability, and Involuntary Termination Without Cause.

a. If you cease to be an employee of the Company and its affiliates prior to a Vest Date and prior to a Change of Control due to your death, then you shall be entitled to receive the Shares covered by this Award that were not yet vested immediately prior to your termination of employment. Such Shares shall be delivered within 10 business days after your termination of employment.

b. If you cease to be an employee of the Company and its affiliates prior to a Vest Date and prior to a Change of Control due to 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 (i) the number of Shares covered by this Award that were not yet vested immediately prior to your Qualifying Termination, multiplied by (ii) a fraction, the numerator of which is the number of full calendar months from the first day of the month in which the Award was granted through the date of your Qualifying Termination and the denominator of which is 36. Subject to Section 10 below, the Adjusted Shares shall be delivered to you within 10 business days following your Qualifying Termination. The remaining unvested Shares shall remain eligible to vest under the terms of the Separation Agreement.

4. Change of Control. The provisions of this Section 4 shall control, notwithstanding any provision of Section 13 of the Plan to the contrary. In the event of a Change of Control prior to a Vest Date, 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 product of the number of such unvested Shares multiplied by the average of the opening and closing prices per Share 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 vested immediately upon the occurrence of the Change of Control and shall be paid to you without interest or earnings (but together with dividend equivalents as provided in Section 6 of this Award Agreement) within 10 business days following the Change of Control; provided that if the Change of Control is not a change in ownership, effective control or a substantial portion of assets under Treasury Regulation Section 1.409A-3(i)(5), then the Dollar Amount shall be paid to you without interest or earnings (but together with dividend equivalents as provided in Section 6 of this Award Agreement) on each remaining Vest Date, in the same proportion that the unvested Shares would have become vested on each such Vest Date.

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 occurring 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 Award Agreement or forfeited under Section 2 or Section 3 of this Award 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 Award Agreement shall be subject to the same terms, conditions and restrictions (including forfeiture restrictions) as your right to receive the related Shares (or the related Dollar Amount, as applicable). 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 Award 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 Award 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 Award 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 cash (including dividend equivalents) paid under this Award 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 Award 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 Award 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 or payment of a Dollar Amount (and payment of dividend equivalents) to a “specified employee” as determined by the Company in accordance with 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) any vested Shares or vested Dollar Amount (and dividend equivalents) shall be delivered or paid on the earlier of (i) the applicable Vest Date, or (ii) your separation from service (subject to a six-

month delay as may be required if you are a specified employee as described above).

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

12.Severability. In the event that one or more of the provisions of this Award 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 Award Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Award 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. In the event of any inconsistency between the provisions of this Award Agreement and the Separation Agreement, the Separation Agreement shall govern.

14.Successors and Assigns. Without limiting Section 7 hereof, the provisions of this Award 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 Award Agreement shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

EX-10.26

Exhibit 10.26

PERFORMANCE RESTRICTED STOCK UNIT AWARD

UNDER THE PROVISIONS OF

THE CONVERGYS CORPORATION

AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

Pursuant to the provisions of the Convergys Corporation Amended and Restated Long Term Incentive Plan (the “Plan”), the Compensation and Benefits Committee of the Board of Directors of Convergys Corporation (the “Compensation Committee”) has granted you a performance 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 Award Agreement (the “Award Agreement”). Reference is made to the Separation and Consulting Agreement dated February 20, 2018 between Convergys Corporation (the “Company”) and you (the “Separation Agreement”).

1. Earning of Award.

a.     The Company shall credit to your account a number of common shares, without par value, of the Company (“Shares”) equal to a percentage of the target number of Shares indicated on your Notice of Performance Restricted Stock Unit Award form (“Notice of Award”) based on the factors set forth below, or such greater or lesser number of Shares as may be determined by the Compensation Committee, in its discretion, in accordance hereof.

b. During each calendar year during the period commencing January 1, 20[__] and ending December 31, 20[__] (the “Performance Period”), the Compensation Committee shall establish 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 [____________] for each such calendar year, as determined by the Compensation Committee in its sole and absolute discretion. The performance objectives established by the Compensation Committee pursuant to this Section 1(b) shall be 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”).

c. It is the current intention of the Compensation Committee that it will determine the number of Shares, if any, to be credited to your account under this Award Agreement based upon the extent to which the Company achieves the [____________] 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 increase or reduce the number of Shares, if any, to be credited to your account under this Award 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 performance objectives established pursuant to this Section 1, 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 or its affiliates conduct business, or as the Compensation Committee otherwise deems appropriate.

e. Following the end of the Performance Period, the Compensation Committee shall determine in writing the number of Shares, if any, earned pursuant to this Section 1 and the final number of Shares (and final amount of cash dividend equivalents), if any, payable to you pursuant to this Award Agreement.

2. Delivery of Shares. Subject to and upon the terms, conditions, and restrictions set forth in this Award Agreement and the Separation Agreement, following the end of the Performance Period, 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 Award 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 6 of this Award Agreement), which delivery of Shares (and payment of dividend equivalents) shall occur within 30 days following the Vest Date indicated on your Notice of Award (the “Vest Date”).

3.Forfeiture of Award.

a. Except as otherwise provided in the Separation Agreement, 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 the Vest Date for any reason other than death, Disability or involuntary termination without Cause. For purposes of this Award 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.

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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 or paid, 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 or paid 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 payment of dividend equivalents) to you, provided that such Shares (and dividend equivalents) were delivered or paid 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 3(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.

c. Without limitation of the foregoing and for the avoidance of doubt, this Award shall be subject to the terms and conditions of the Company’s Recoupment Policy, effective as of January 25, 2017, as well as any clawback or recoupment policy that is adopted, amended, modified or supplemented by the Company to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations promulgated thereunder by the Securities and Exchange Commission, other laws or the regulations

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of the New York Stock Exchange and that, by its terms, is applicable to you as an officer or employee of the Company.

4.Certain Events During the Performance Period.

a. If you cease to be an employee of the Company and its affiliates prior to the end of the Performance Period and prior to a Change of Control due to death, then the number of Shares that are covered by this Award shall be deemed to equal the target number of Shares indicated on your Notice of Award and will be delivered within 10 business days following the date your employment terminates (together with dividend equivalents as provided pursuant to Section 6 of this Award Agreement), except as otherwise provided pursuant to Section 10 below. You will not be eligible to receive any Shares in excess of the target number of Shares under this Award.

b. If you cease to be an employee of the Company and its affiliates prior to the end of the Performance Period and prior to a Change of Control due to Disability or involuntary termination without Cause, then you will remain eligible to vest (subject to Section 1 of this Award Agreement) in the number of Shares that are covered by this Award that bears the same ratio to the target number of Shares indicated on your Notice of Award as (i) the number of full calendar months from the first day of the Performance Period through the date your employment terminates bears to (ii) 36 (the “Adjusted Shares”), and you will also remain eligible to vest in the remainder of the target number of Shares to the extent provided by the Separation Agreement. You shall be credited with a number of Shares equal to such percentage (up to [___]%) of the Adjusted Shares (or, to the extent provided by the Separation Agreement, the full target number of Shares indicated on your Notice of Award) as may be determined by the Compensation Committee, in its discretion, in accordance with Section 1 of this Award Agreement, which percentage the Compensation Committee intends to determine based upon the Company’s achievement of the [___________] objectives for the three years during the Performance Period, or Section 4(c) of this Award Agreement. Any Shares determined not to be payable to you by the Compensation Committee after the exercise of its discretion pursuant to Section 1 hereof shall be forfeited automatically and without further notice. Shares earned, if any, pursuant to the provisions of this section 4(b) will be delivered following the end of the Performance Period and on or prior to March 15, 20[__] (together with dividend equivalents as provided pursuant to Section 6 of this Award Agreement), except as otherwise provided pursuant to Section 4(c) or Section 10 below.

c. The provisions of this Section 4(c) shall control, notwithstanding any provision of Section 13 of the Plan to the contrary. If, prior to the Vest Date, a Change of Control of the Company occurs, then, notwithstanding Section 1 hereof, the number of Shares that are covered by this Award shall be adjusted by the Compensation Committee to equal a number of Shares (the “COC Adjusted Shares”) determined as follows: (x) if the Change of Control occurs on or prior to December 31, 20[__], the COC Adjusted Shares shall equal the target number of Shares indicated on your Notice of Award; or

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(y) if the Change of Control occurs after December 31, 20[__], the COC Adjusted Shares shall equal the number of Shares that would have been earned pursuant to this Award, determined based upon the Company’s actual [____________] performance for the calendar year(s) that ended on or prior to the date of the Change of Control, as compared to the [____________] performance objectives set forth in Attachment A for such year(s). In the event that this Section 4(c) applies, you will not be entitled to receive any Shares pursuant to this Award (and such Shares will be cancelled) and you will be entitled to cash in an amount equal to the product of the number of COC Adjusted Shares, multiplied by the average of the opening and closing prices per Share 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 vested immediately upon the occurrence of the Change of Control and shall be paid to you without interest or earnings (but together with dividend equivalents as provided in Section 6 of this Award Agreement) within ten (10) Business Days following the Change of Control.

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. At the same time that any Shares are delivered to you pursuant to this Award 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 the effective date of your Notice of Award through the date of distribution of Shares, of the number of Shares, if any, actually distributed to you pursuant to this Award Agreement. In the event of a Change of Control prior to the Vest Date, 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 on or prior to the date of the Change of Control had you been the actual owner of the COC Adjusted Shares from the effective date of your Notice of Award through the date of the Change of Control, and your Dividend Equivalents Account shall be distributed to you in cash at the time and to the extent the related Dollar Amount is paid. Your right to receive any dividend equivalents pursuant to this Award Agreement shall be subject to the same terms, conditions and restrictions (including forfeiture restrictions) as your right to receive the related Shares (or the related Dollar Amount, as applicable). In no event will any interest or earnings be credited on the amount of dividend equivalents, if any, payable to you pursuant to this Award Agreement.

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 Award 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

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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 Award 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 cash (including dividend equivalents) paid under this Award 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 Award 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 Award 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 or payment of a Dollar Amount (and payment of dividend equivalents) to a “specified employee” as determined by the Company in accordance with 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) any vested Shares or vested Dollar Amount (and dividend equivalents) shall be delivered or paid on the earlier of (i) the Vest Date, or (ii) your separation from service (subject to a six-month delay as may be required if you are a specified employee as described above).

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

12.Severability. In the event that one or more of the provisions of this Award 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

6

provisions hereof shall continue to be valid and fully enforceable.

13.Relation to Plan and Separation Agreement. This Award Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Award 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. In the event of any inconsistency between the provisions of this Award Agreement and the Separation Agreement, the Separation Agreement shall govern.

14.Successors and Assigns. Without limiting Section 7 hereof, the provisions of this Award 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 Award Agreement shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

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ATTACHMENT A

TO

PERFORMANCE RESTRICTED STOCK UNIT AWARD

[________] Performance Objectives	20[__] [_______] Objectives	20[__] [_______]  Objectives	20[__] [_______] Objectives	Cumulative [_______] Objectives ( 20[__] - 20[__])	Percentage of Shares Earned Based on Cumulative [________] Performance
Threshold	$[___]	$TBD	$TBD	$TBD	[__]%
Target	$[___]	$TBD*	$TBD*	$TBD*	[__]%
Maximum	$[___]	$TBD*	$TBD*	$TBD*	[__]%

* Compensation Committee currently intends that [____________] objectives will correlate with the selected and approved performance goal under the Annual Incentive Plan for the year.

For performance between the levels listed above, the number of Shares earned will be determined using straight line interpolation, based on actual performance. If the cumulative Threshold level set forth in the performance matrix above is not achieved, then no Shares or dividend equivalents shall be payable hereunder.

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EX-10.31

Exhibit 10.31

Dated 27 October 2017

BETWEEN:

Convergys CMG UK Limited

and

Cormac Twomey

Service Agreement

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Service Agreement

THIS AGREEMENT (“the Agreement”) is made the 27^th day of October 2017

BETWEEN:

(1) Convergys CMG UK Limited a company incorporated in England and Wales whose address is at Q13 Quorum Business Park, Benton Lane, Newcastle upon Tyne NE12 8BW (“the Company”); and

(2) Cormac Twomey (“the Executive”).

WHEREAS, theExecutive is employed by the Company, a subsidiary of Convergys Corporation Inc. ("Convergys Corporation"), pursuant to an employment agreement dated January 6, 2014, by and between the Executive and the Company (“the Prior Agreement”).

WHEREAS, the Company is a wholly-owned subsidiary of Convergys Corporation and the Company desires to employ the Executive, and the Executive desires to be employed by the Company in the role of Chief Commercial Officer, working out of Convergys Corporation’s global headquarters in Cincinnati, Ohio, U.S.A., and working on behalf of and at the direction of Convergys Corporation.

WHEREAS, the Company and the Executive desire that this Agreement shall supersede and replace the Prior Agreement in all respects.

IT IS AGREED as follows:

1 Interpretation

In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:

1.27 "Associated Employer" has the meaning given to it in the Employment Rights Act 1996.

1.28 "Group Company" means the Company and each "parent undertaking" and each "subsidiary undertaking" from time to time of the Company as such terms are defined in section 1162 Companies Act and any subsidiary undertaking of a parent undertaking of the Company from time to time and any Associated Employer and includes Convergys Corporation Inc.

1.29 "Termination Date" means the date the Executive's employment with the Company is terminated.

2 Appointment and Term

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2.27 Subject to the terms of this Agreement the Executive’s employment (“the Employment”) in the position of Chief Commercial Officer shall commence on Monday, October 30th ("the Commencement Date") subject to termination by either party giving the period of notice set out in Clause 16.1 below. The Executive's continuous employment shall be deemed as having commenced on 4^th April 2011.

2.28 The Company reserves the right to terminate the agreement at any time and for any reason by written notice to the Executive and the payment of salary in lieu of any notice period in the terms expressed in clause 16 below.

2.29 The Executive will be employed by the Company as Chief Commercial Officer or in such other capacity of a like status as the Company may require. The Executive shall report to the Chief Executive Officer of Convergys Corporation ("the Line Manager").

3 Duties

3.27 During the continuance of the Employment the Executive will exercise such powers and perform such duties in relation to the business of the Company or any Group Company as may from time to time be vested in or assigned to him by the Company (not being inappropriate to his position with the Company) and in all respects comply with the directions given by or under the authority of the Company or any Group Company. The Executive will use all reasonable endeavours to promote the interests of the Company and any Group Company.

3.28 The Executive will at all times give promptly to the Company (in writing if so requested) all such information and explanations as the Company may reasonably require in connection with the Employment hereunder or the business of the Company or any Group Company insofar as the information is within the knowledge of the Executive.

3.29 The Executive shall work such hours as may reasonably be required for the proper performance of his duties and shall, unless prevented by incapacity, devote the whole of his time, attention and ability during those hours to the performance of his duties under this Agreement in a proper, loyal and efficient manner. In particular, for the purposes of the Working Time Regulations 1998, the Executive confirms that he is an Executive with automatous decision making powers and that the duration of his working time cannot be measured or pre-determined and that he is therefore not prohibited from working longer than 48 hours per week. The Executive is entitled to withdraw his agreement to the same by giving three months' notice in writing at any time.

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3.30 The Executive shall during the Employment, faithfully and diligently perform such duties and exercise such powers consistent with his position and comply with all lawful and reasonable requests made by the Company and any Group Company.

3.31 The Executive shall, at substantially all times, be required to work out of Convergys Corporation's global headquarters at 201 East Fourth Street, Cincinnati, Ohio, 45202-4206 U.S.A. or at such other location as the Company shall require from time to time (whether on a permanent or temporary basis). The nature of the Executive's role is such that he may be required to locate on a permanent basis to another location of the Company or any Group Company. The Executive understands that notwithstanding the foregoing, he may be required to undertake regular business travel in the U.S.A and abroad to the Company's or any Group Company's worldwide clients and/or offices in his role with the Company as directed from time to time including (where necessary) travelling outside normal business hours, at weekends and on bank and public holidays with no additional remuneration. “Substantially” shall mean at least 75% of his work time working at Convergys HQ and/or traveling out of Convergys HQ for business travel.

3.7 The Company shall be under no obligation to vest in or assign to the Executive any powers or duties or to provide work for the Executive, and the Company may at any time or from time to time during the term of this Agreement or in circumstances in which it reasonably believes that the Executive is guilty of misconduct or in breach of this Agreement, in order that the circumstances giving rise to that belief may be investigated, suspend the Executive from the performance of his duties or exclude him from any premises of the Company and need not give any reason for so doing. Salary and benefits will not cease to be payable by reason only of such suspension or exclusion.

4 Good Faith

4.27 The Executive shall during the Employment act in good faith.

4.28 The Executive shall not directly or indirectly carry out or engage in or be interested or concerned in any way in any other business or trade which competes with that of the Company or any Group Company and shall disclose to the Company any like activities relating to his spouse or his children of which he is aware.

4.29 The Executive may have a financial interest not exceeding 5% of total share value in any business or trade which does not compete with that of the Company or any Group Company on condition that interest does not in any way diminish or restrict the performance of his duties under this Agreement.

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4.30 If the Executive is in breach of any of the terms of this Agreement he shall immediately disclose the breach to the Company, and shall report his own wrongdoing to the Company, and if he becomes aware of any breach of the terms of employment or wrongdoing of any other director or employee of the Company he shall disclose the breach or wrongdoing to the Company as soon as he becomes aware of the same.

5 Salary

5.27 The Company shall pay to the Executive a base salary (“the Base Salary”) at the rate of $450,000 per annum, which shall be £346,023.42 in British pound sterling ("GBP"). This GBP amount is calculated using the following defined exchange rate: the average daily closing USD:GBP exchange rate as of 5:00 PM New York time for the twenty (20) trading days preceding the date of the meeting in which the Convergys Corporation’s Compensation and Benefits Committee met to review and approve these compensation terms. The Company shall retain sole discretion to, from time to time, increase the Base Salary.

5.28 The Base Salary shall be paid by bank transfer by equal bi–weekly instalments in arrears, subject to the usual deductions for tax and national insurance contributions. The Base Salary shall accrue from day to day with the first bi-weekly instalment being calculated from the Commencement Date, and the last bi-weekly instalment being calculated down to the Termination Date.

5.29 The Executive agrees and hereby authorises the Company to deduct from any wages (as defined in Part II of the Employment Rights Act 1996) due to the Executive any sums due from the Executive to the Company or any Group Company including but not limited to any overpayments, statutory deductions, such as tax and national insurance, outstanding debts or loans, periods of unauthorised absence, holiday taken in excess of entitlement or losses suffered by the Company or Group Company as a result of the Executive's negligence or breach of its policies and procedures or a failure to return any property of the Company.

6 Pension and other benefits

6.1 The Executive shall be entitled, during the continuance of the Employment, to participate in the contributory pension scheme established by the Company for its directors and employees.

6.27 A contracting-out certificate is not in force in respect of this employment.

6.28 The Company shall be entitled at any time to terminate the pension scheme or the Executive’s membership of it subject to providing the Executive with the benefit of a substantially equivalent pension scheme (“the New

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Scheme”), the terms of which shall be no less favourable, in the reasonable opinion of the Company, than those of the previous pension scheme when taken as a whole. The Executive will be fully credited in the New Scheme for his pensionable service in the existing scheme as if those years had been under the New Scheme.

6.29 Equity-Based Incentives. During the Employment, the Executive shall be eligible to receive equity grants, on a substantially similar basis as other senior executives of the Convergys Corporation, under the Convergys Corporation’s Amended and Restated Long Term Incentive Plan or other equity-based incentive plan as in effect from time to time (“the Plan”) as determined by the Compensation and Benefits Committee (“the Committee”) of the Board or the Chief Executive Officer as delegated by the Committee.  This clause 6.4 is subject to the rules of the Plan, which in the case of inconsistency, shall take precedence over this clause 6.4.

6.30 The Executive shall be entitled to participate in Convergys Corporation's private medical insurance scheme for senior executives in the United States of America as set out in the Convergys Flex Benefits Program, subject to: (a) the terms of that scheme as amended from time to time; (b) the rules or insurance policy of the relevant insurance provider, as amended from time to time; and (c) the Executive satisfying the normal underwriting requirements of the relevant insurance provider. The Company reserves the right to vary, withdraw or replace the scheme (including the level of cover) at any time.

6.31 The Executive's spouse and children whilst under 18 years shall be entitled to participate in the Company's private medical insurance scheme as set out in the UK Employee Handbook, subject to: (a) the terms of that scheme as amended from time to time; (b) the rules or insurance policy of the relevant insurance provider, as amended from time to time; and (c) the Executive's spouse and any children under the age of 18 satisfying the normal underwriting requirements of the relevant insurance provider. The Company reserves the right to vary, withdraw or replace the scheme (including the level of cover) at any time.

6.32 If the insurance provider in clause 6.5 or 6.6 refuses for any reason to provide private medical insurance benefit, the Company or any Group Company shall not be liable to provide any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit.

6.33 The Company shall provide for the Executive with private medical insurance, permanent health insurance and life insurance cover.  However the Company reserves the right to vary, withdraw or replace the schemes in place from time to time.  Further details of the relevant plans are provided in the UK Employee Handbook and the rights in this clause 6.5 are subject to the

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Employee Handbook, the rules of any plan in place from time to time and to any insurer's willingness to continue to insure the Executive.  During the time the Executive is based in the United States and an active and current employee of the Group Company, the Group Company shall provide for the Executive with private medical coverage on a substantially similar basis as other senior executives of the Convergys Corporation, under the Convergys Flex Benefits Program or other medical plan as in effect from time to time.

6.34 Bonus.  From January 1, 2018, the Executive shall be eligible to receive an annual bonus at an annual bonus target amount of 100% of the Executive’s then-current Base Salary, determined based on and subject to the Convergys Corporation’s achievement of targeted performance metrics for such year as established by the Committee in its sole discretion from time to time and paid in accordance with the Convergys Corporation’s customary practices.  The Executive must be an active and current employee of the Company through the end of the performance period in order to be eligible to receive such payments.  Any bonus for 2017 shall be determined based on the metrics and targets established for 2017 and shall be based on the Executive’s Base Salary in effect as of September 15, 2017.

7 Car

7.27 The Company will provide a car allowance as set out in the Executive Relocation Services and Benefit terms in the offer letter (“the Offer Letter”) dated October 26, 2017.

8 Expenses

The Company shall reimburse to the Executive (against production of receipts) all reasonable traveling, accommodation, entertainment and other out-of-pocket expenses which he may from time to time be authorised to incur during regular travel in the execution of his duties hereunder in accordance with the Company’s reimbursement policy as in effect from time to time. For the avoidance of doubt, any personal expenses incurred while working on assignment at Convergys Global Headquarters in Cincinnati, Ohio shall not be covered expenses or reimbursed unless specifically called out as reimbursable expenses herein or in the Offer Letter.

9 Holidays

9.27 The Executive shall be entitled, in addition to U.S. public holidays, to 25 working days’ paid holiday in each complete holiday year of the Company running from January to December to be taken at such times as may be approved by the Executive’s Line Manager.

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9.28 If the Employment either commences or terminates part way through a holiday year, then the number of days’ holiday to which the Executive shall be entitled in that holiday year shall be adjusted proportionately on a pro rata basis.

9.29 Except with the prior written approval of the Executive’s Line Manager, holidays shall not be taken in periods exceeding two continuous weeks and holidays may not be carried forward from one holiday year to the next.

9.30 Upon termination, the Executive will be compensated for any accrued but untaken holiday at the rate of 1/260 of basic salary per day of holiday, subject to the usual deductions for tax and national insurance. If the Executive has exceeded his accrued entitlement to holiday, the Company may deduct sums calculated at the rate of 1/260 basic salary per day, from salary or any payments owing to him. The Company reserves the right to require the Executive to take any accrued holiday during any period of Garden Leave or notice.

10 Sickness and Injury

10.27 If the Executive is absent from work as a result of sickness or injury he shall:

10.27.8 notify the Company by telephone or email as soon as practicable on the first day of his absence;

10.27.9 if the period of absence lasts for seven consecutive calendar days or less, submit to the Company on his return a certificate of sickness completed by himself; and

10.27.10 if it is eight consecutive days or more, submit to the Company without delay, a medical certificate signed by a practising medical practitioner in respect of each week of absence after the first; and

10.1.4 at the request of the Company, submit to a medical examination with the Company's nominated doctor, and allow the report and any medical records to be submitted for the Company's attention.

10.28 The Executive will, subject to compliance with sub-clause 10.1 above, be paid the salary at the full rate (less any social security or other benefits payable to him) during any period or periods of absence from work as a result of sickness or injury up to a maximum of 120 days in aggregate during any calendar year; thereafter salary will be paid at the discretion of the Company.

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10.29 The Company will pay statutory sick pay, where appropriate, in accordance with the legislation in force at the time of absence, and any payment of salary in accordance with this clause will go towards discharging its liability to pay statutory sick pay.

11 Pay Following Accident

In the event that the Executive is incapable of performing his duties by reason of injuries sustained wholly or partly as a result of actionable negligence nuisance or breach of any statutory duty on the part of any third party, all payments made to the Executive by the Company whether of salary or sick pay shall, to the extent that compensation is recoverable from that third party, constitute loans by the Company to the Executive (notwithstanding that as an interim measure income tax has been deducted from payments as if they were emoluments of the Employment) and shall be repaid to the Company by the Executive when and to the extent that the Executive recovers compensation (or could have so recovered compensation had he pursued the same) for loss of earnings from that third party by action or otherwise.

12 Intellectual Property

12.1 The definitions and rules of interpretation in this clause apply in this agreement.

Employment Inventions: any Invention which is made wholly or partially by the Executive at any time during the course of his employment with the Company (whether or not during working hours or using Company premises or resources, and whether or not recorded in material form).

Employment IPRs: Intellectual PropertyRights created by the Executive in the course of his employment with the Company (whether or not during working hours or using Company premises or resources).

Intellctual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights to use and preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

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Invention: any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.

12.2 The Executive acknowledges that all Employment IPRs, Employment Inventions and all materials embodying them shall automatically belong to the Company to the fullest extent permitted by law. To the extent that they do not vest in the Company automatically, the Executive holds them on trust for the Company.

12.3 The Executive acknowledges that, because of the nature of his duties and the particular responsibilities arising from the nature of his duties, he has, and shall have at all times while he is employed by the Company, a special obligation to further the interests of the Company.

12.4 To the extent that clause 12.2 does not operate to create a trust, the Executive agrees, immediately on creation of such rights and Inventions, to offer to the Company in writing a right of first refusal to acquire them on arm's length terms to be agreed between the parties. If the parties cannot agree on such terms within 30 days of the Company receiving the offer, the Company shall refer the dispute for determination to an expert. The expert's decisions shall be final and binding on the parties in the absence of manifest error, and the costs of arbitration shall be borne equally by the parties. The parties will be entitled to make submissions to the expert and will provide (or procure that others provide) the expert with such assistance and documents as the expert reasonably requires for the purpose of reaching a decision. The Executive agrees that the provisions of this clause 12 shall apply to all Employment IPRs and Employment Inventions offered to the Company under this clause 12.4 until such time as the Company has agreed in writing that the Executive may offer them for sale to a third party.

12.5 The Executive agrees:

(a) to give the Company full written details of all Employment Inventions which relate to or are capable of being used in the business of the Company or any Group Company promptly on their creation;

(b) at the Company's request and in any event on the termination of his employment to give to the Company all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Employment IPRs;

(c) not to attempt to register any Employment IPR nor patent any Employment Invention unless requested to do so by the Company; and

(d) to keep confidential each Employment Invention unless the Company has consented in writing to its disclosure by the Executive.

12.6 The Executive waives all his present and future moral rights which arise under the Copyright Designs and Patents Act 1988, and all similar rights in other jurisdictions relating to any copyright which forms part of the Employment

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IPRs, and agrees not to support, maintain or permit any claim for infringement of moral rights in such copyright works.

12.7 The Executive acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this agreement is or may become due to the Executive in respect of his compliance with this clause. This clause is without prejudice to the Executive's rights under the Patents Act 1977.

12.8 The Executive undertakes to use his best endeavours to execute all documents and do all acts both during and after his employment by the Company as may, in the opinion of the Company, be necessary or desirable to vest the Employment IPRs in the Company, to register them in the name of the Company and to protect and maintain the Employment IPRs and the Employment Inventions. Such documents may, at the Company's request, include waivers of all and any statutory moral rights relating to any copyright works which form part of the Employment IPRs. The Company agrees to reimburse the Executive's reasonable expenses of complying with this clause.

12.9 The Executive agrees to give all necessary assistance to the Company to enable it to enforce its Intellectual Property Rights against third parties, to defend claims for infringement of third party Intellectual Property Rights and to apply for registration of Intellectual Property Rights, where appropriate throughout the world, and for the full term of those rights.

12.10 The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute documents, use the Executive’s name and do all things which are necessary or desirable for the Company to obtain for itself or its nominee the full benefit of this clause. The Executive acknowledges that a certificate in writing, signed by any director or the secretary of the Company, that any instrument or act falls within the authority conferred by this agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

13 Duty of Confidence

The Executive shall at all times during the term of the Employment with the Company and after termination (however arising) keep secret and not use or disclose (except in the proper course of his duties) to any person, company or other organization whatsoever, any Confidential Information. This shall not apply to:

(a) any use or disclosure authorised by the Company or required by law;

(b) any information which is already in, or comes into, the public domain other than through the Employee's unauthorised disclosure; or

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(c) any protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.

13.27 "Confidential Information" shall include without limitation:

13.27.8 business methods and information of the Company or any Group Company (including without limitation prices charged, discounts given to customers or obtained from suppliers, marketing and advertising programmes, costing, budgets, turnover, sales targets or other financial information);

13.27.9 lists and particulars of the Company’s or any Group Company’s suppliers and customers and the individual contacts with such suppliers and customers;

13.27.10 secret processes and know how employed by the Company or any Group Company or their suppliers; and

13.27.11 confidential details as to the design of the Company or any Group Company or their suppliers’ products and inventions or developments relating to future products;

Whether or not in the case of documents they are or were marked as confidential.

14 Representing a Continuing Connection after Termination of the Employment

The Executive shall not at any time after the termination of the Employment, howsoever arising, represent himself as being in any way connected with or interested in the business of the Company or any Group Company.

15 Protective Covenants

15.1    Definitions

‘Business’: any business of the Company or any Group Company in which the Executive was involved to a material extent at any time during the last twelve months of his employment, including the provision and management of analytics, integrated voice recognition systems, billing, order management and customer management systems.

‘Client’: any person, firm or company who is or was a client of the Company or any Group Company during the last twelve months of the Executive's employment and with whom the Executive had material contact or dealings during such twelve month period.

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‘Key Worker’: any person who, at the Termination Date, is employed or engaged by the Company or any Group Company:

•at a senior or key level or at a level at least equal to his level and who was a person with whom the Executive had material contact during the last twelve months of his employment; or

•in a position which reported directly to the Executive either at the Termination Date or at any time during the last twelve months of his employment.

‘Prospective Client’: any person, firm or company who, at the Termination Date, the Company or any Group Company are in discussions or negotiations with for the purposes of them becoming a client and with whom the Executive had material contact or dealings during such discussions or negotiations.

15.2 Non solicitation or dealing with Clients

The Executive will not, for a period of 12 months after the Termination Date, solicit or deal with, or approach or accept any business or trade of, a Client or Prospective Client for the provision of goods or services which compete with the Business.

15.3 Non Solicitation of Workers

The Executive will not, for a period of 12 months after the Termination Date, for the Executive's own interests or on behalf of any business or entity which is in competition with the Business, engage, employ or offer employment to a Key Worker, or in any way try to influence a Key Worker to leave the Company or any Group Company.

15.4 Non-Competition

The Executive will not, for a period of 6 months after the Termination Date, be employed, engaged in or concerned in any Capacity in any business or entity which is or seeks to be in competition with the Business (a) in any country in which the Company or any Group Company has interests or dealings, or (b) a country in which the Executive has worked to a material extent in the last twelve months of the Executive's employment. "Capacity": includes as an employee, director, agent, worker, contractor, self-employed, third party or limited company; but does not include a financial interest not exceeding 5% of total share value in any business or trade which competes with that of the Company or any Group Company.

15.5    Suppliers

The Executive will not, at any time after the Termination Date, interfere with or in any way conduct himself so as to damage or detrimentally affect the

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Company or any Group Company's relationship or terms of trade with any supplier.

15.6 General

The restrictions set out in this clause apply whether the Executive is acting for his own benefit or on behalf of any person and whether the Executive acts directly or indirectly. Nothing in clause 15 shall prevent the Executive from being employed by or engaged with any other business in relation to work he was not materially concerned with during the last twelve months of the Executive's employment. The Company shall consider, at its absolute discretion, a request by the Executive in writing to waive some or all of the protective covenants above. The Company may require the Executive to provide all such information and documentation as is necessary in order for it to consider the Executive's request. Please note that the Executive must continue to comply with his obligations under this clause 15 at all times whilst the Company considers the Executive's request. The Company shall endeavour to inform the Executive in writing of its decision as soon as practicable after receiving the Executive's request. If the Executive receives an offer of employment either during the term of his employment or when the restrictions set out above are in force, the Executive must immediately provide the person making such an offer of employment with a copy of this clause.

15.7 Any period during which the Executive is not required to attend work in accordance with clause 16.4 shall be deducted from the period of restriction referred to in clauses 15.2-15.5 above.

Each of the obligations contained in clause 15 constitutes an entirely separate and independent restriction on the Executive notwithstanding that it may be contained in the same sub-clause, clause, sentence or phrase. If these obligations or any part of them are found to be held invalid or unenforceable or void but would not be if some part of the obligation were deleted, modified or varied then the provision shall apply with such deletion, modification or variation as is necessary to make it valid and effective.

16 Termination

16.27 Subject to clause 16.8 below, either party may terminate this Agreement by giving to the other not less than six (6) months' notice in writing.

16.27 The Executive shall have no claim against the Company or any Group Company by reason of such termination and no delay or forbearance by the Company in exercising any right of termination shall constitute a waiver of it.

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16.28 The Company reserves the right in its sole and absolute discretion to terminate the Executive’s Employment by paying the Executive in lieu of some or all of his notice period. Such payment to be made within 28 days or the Company’s next payroll, whichever is the later. The payment shall be solely the Executive’s Base Salary (at the rate payable when the option is exercised) without taking into account any bonus, pension contributions or benefits in kind, and shall be subject to deductions for income tax and national insurance contributions as appropriate. The Executive will not, under any circumstances, have any right to payment in lieu of notice unless the Company has exercised its option to pay in lieu of notice to the Executive.

16.29 Once notice of termination has been given by either side, the Company may at any time and for any period(s) require the Executive to cease performing his job and/or exclude the Executive from entering any of its premises and/or instruct the Executive not to contact clients, customers or colleagues, and/or require the Executive to perform such duties as the Company shall assign ("Garden Leave"). During any such period of Garden Leave, the Company will continue to pay salary and provide all benefits provided for in this Agreement.

16.30 Upon the termination of the Employment, the Executive shall forthwith return all documents in his possession, custody or control which contain records of such information and all property in his possession, custody or control of the Company or any Group Company or their customers or suppliers. If requested, the Executive shall send to the Company Secretary a signed statement confirming that he has complied with the provisions of this sub-clause.

16.31 Any termination of the Employment will be without prejudice to the Executive’s continuing obligations under this Agreement.

16.32 On termination of this Agreement the Company may deduct from any sums then owing from it to the Executive by way or salary or otherwise any sums owing from him to it.

16.33 The Company may terminate the Executive's employment at any time for "Cause" in which event the Executive shall not be entitled to notice under clause 16.1 or any severance payment under clause 20. “Cause” means: (a) any material breach of any term this Agreement; (b) any failure (including as a result of death) by the Executive to take or refrain from taking any corporate action consistent with Executive’s duties and position as specified in written directions of the Chief Executive Officer or the Executive's Line Manager; (c) any failure by the Executive, in the opinion of the Company, to perform his duties competently; (d) any failure by the Executive, in the opinion of the Company, to improve following a written warning for poor performance; (e) the Executive’s willful engagement in illegal conduct or

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gross misconduct that is injurious to the Company or its subsidiaries; (f) the Executive’s conviction, or the entry of a pleading of guilty or nolo contendere by the Executive to, any crime involving moral turpitude or any offence punishable by a custodial sentence; (g) fraud upon the Company or its subsidiaries, including, without limitation, falsification of corporate records or financial information; (h) the Executive’s breach of any of the confidentiality, non-compete, non-solicitation, and proprietary information obligations the Executive has to the Company or its subsidiaries, including but not limited to those referenced in this Agreement; (i) if the Executive shall be or become incapacitated by ill-health or otherwise from carrying out his duties under the Employment for a continuous period of 4 calendar months or for a total period of 6 calendar months in any twelve month period; or (j) if the Executive shall be or become prohibited by law from being a director

17 Waiver

17.27 If the Employment is terminated:

17.1.1 by reason of the liquidation of the Company for the purpose of amalgamation or reconstruction; or

17.1.2 as part of any arrangement for the amalgamation of the undertaking of the Company not involving liquidation or for the transfer of the whole or part of the undertaking of the Company to any Group Company; and

if the Executive is offered employment of a similar nature with the amalgamated or reconstructed or transferee company on terms no less favourable to him than the terms of the Employment, the Executive will have no claim against the Company in respect of that termination.

18 Particulars of Employment.

18.27 The disciplinary rules and procedure applicable to the Executive’s employment are available from Diane Hanson, HR Vice President. The disciplinary rules form part of the Executive’s employment but the disciplinary procedure is not contractual. If the Executive is dissatisfied with any disciplinary decision relating to him, the Executive should apply in writing to the Chief Executive Officer of the Company.

18.28 In order to investigate any claim or allegation which would, if found to be true, entitle the Company to terminate his employment whether pursuant to clause 16 or otherwise it shall be entitled (without prejudice to its right subsequently to terminate the Executive’s Employment on the same or any other ground) to suspend the Executive on full pay for so long as it sees fit.

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18.29 If the Executive has a grievance relating to the Employment, he should write to the Chief Executive Officer of the Company setting out full details of the matter. The decision of the Chief Executive Officer on all such matters shall be final.

18.30 The Executive will also, at all times, comply with Convergys Corporation's Global Code of Conduct, and any other Convergys policies, guidelines or rules which apply to executive officers, which are available from Judi Summerlin, HR Vice President for the Americas. This Code of Conduct and all such policies, rules and guidelines are not contractual.

19 Prior Agreements and Continuous Period of Employment

19.27 This Agreement is in substitution for and shall, save as mentioned herein, supersedes any former and existing agreements and arrangements for the Employment of the Executive by the Company. The Executive acknowledges and warrants that there are no agreements or arrangements whether written, oral or implied between the Company or any Group Company and the Executive relating to the Employment other than those expressly set out in this Agreement and the Offer Letter dated October 26, 2017, and that he is not entering into this Agreement in reliance on any representation not expressly set out herein. For avoidance of doubt the Offer Letter dated October 26, 2017, and all terms contained therein, are hereby incorporated by reference and shall be part of this Agreement, and the Prior Agreement dated January 6, 2014 shall cease and is hereby rescinded and canceled upon execution of this Agreement by the Executive.

20 Additional Benefits

Severance Pay

20.27 If the employment of the Executive terminates in circumstances where:

• the events in (a), (b) or (c) below arise;

• the Executive provides the Company with a written notice of termination as a result of the events in (a), (b) or (c) below arising;

• the Company fails to remedy the events complained about in relation to (a), (b) or (c) below within 30 days of receipt of the above-mentioned notice of termination;

• the Executive’s notice of termination is served on the Company within 60 days of the initial occurrence of the events in (a), (b) or (c) below; and

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• the Executive’s termination occurs within 180 days of the initial occurrence of the events in (a), (b) or (c) below

the termination of the Executive’s employment shall be for a “Good Reason”

(a) a material reduction in the Executive’s basic salary;

(b) a material diminution in the Executive’s authority, duties or responsibilities; or

(c) a material breach by the Company of this Agreement.

20.28 Subject to clause 20.3, if the Executive’s employment terminates for Good Reason or the Company terminates the Executive's employment for a reason that is not a Cause reason, subject to the Executive complying with clause 20.4, the Company shall: (a) pay the Executive in monthly instalments in accordance with its normal payroll practices, over a one year period, as compensation for the Executive’s loss of employment, an aggregate amount equal to the total of one times the Executive’s Base Salary in effect at the Termination Date; (b) shall pay to the Executive a one year target AIP (Annual Incentive Plan) Bonus which shall be equal to the Executive’s target AIP for the year in which the Termination Date occurs; and (c) shall pay to the Executive a pro-rated AIP Bonus for the fiscal year during which the Termination Date occurs which shall be paid based on actual Convergys Corporation performance during the entire fiscal year and paid on a pro-rated basis for the months in the year which the employee worked prior to the Termination Date, paid in a single lump sum at the time such payments are made to other AIP participants under the terms of the AIP.

Change of Control

20.29 If, within 6 months prior to, or within 24 months after a Change in Control (as defined below) of the Company, the Executive’s Employment terminates for Good Reason or the Company terminates the Executive's employment for a reason that is not a Cause reason, clause 20.2 shall not apply and the Company shall, subject to the Executive’s compliance with clause 20.4: (a) pay to the Executive in equal monthly installments in accordance with its normal payroll practices, over a 24 month period, as compensation for the Executive’s loss of employment, an aggregate amount equal to 2 times the basic salary in effect at the Termination Date; (b) shall pay to the Executive two years target AIP (Annual Incentive Plan) Bonus which shall be equal to the Executive’s target AIP for the year in which the Termination Date occurs; and (c) shall pay to the Executive a pro-rated AIP Bonus for the fiscal year during which the Termination Date occurs which shall equal the Executive’s target AIP for the year in which the Termination Date occurs pro-rated based

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on the number of days in the Company’s fiscal year through (and including) the Termination Date.

For purposes of this Agreement, “Change in Control” of the Company means:

(a) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) (“a Person”) becomes the beneficial owner (within the meaning of Rule 13d 3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (“the Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (“the Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 20.3(a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated Company or (iv) any acquisition pursuant to a transaction that complies with Sections 20.3(c)(1), 20.3(c)(2) and 20.3(c)(3);

(b) individuals who, as of the date hereof, constitute the Board (“the Incumbent Board”) cease for any reason to constitute at least a majority of the Board provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board

(c) consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, “a Business

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Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

20.30 The Executive will be paid the compensation in clause 20.2 and clause 20.3 rateably in accordance with regular payroll cycles of the Company commencing within 90 days following the Termination Date. In order to receive such compensation and benefits, the Executive must execute a settlement agreement which shall include a release of claims and post termination restrictive covenants, such as non-solicitation and non-

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competition, in favour of the Company and any Group Company (in the form to be provided at such time by the Company, “the Release”), and it must become binding no later than 90 days following the date the Executive’s Employment ends. After the Release becomes binding, the Executive will be paid the compensation and benefits rateably in accordance with regular payroll cycles of the Company (starting with the first payroll period that begins after the Release is binding), provided that if the 90^th day falls in the calendar year following the year in which employment ends, the payments will begin no earlier than the first payroll period of such later calendar year. The first payroll payment will include a makeup payment for the portion of the severance period that elapsed between the date when Employment ended and the payroll period in which payments begin.

20.31 For the avoidance of doubt, the Executive will not be entitled to a payment under clause 20.2 or 20.3 if they give notice of resignation to the Company, for grounds or a reason other than a Good Reason.

20.32 The sums set out in clause 20.2 or 20.3 shall be set off against the Executive's entitlement to notice or a payment in lieu of notice under this Agreement.

20.33 Any severance provided under this clause 20 shall be the only severance paid to the Executive and the Executive shall in no way be eligible or entitled to any severance under any Severance Pay Plan of the Company or any Group Company, including the Convergys Senior Executive Severance Pay Plan.

21 Notices

Any notice may be given personally to the Executive or to the Chief Executive Officer of the Company (as the case may be) or may be posted to the Company (for the attention of its Chief Executive Officer) at its registered office for the time being or to the Executive either at his address given above or at his last known address. Any such notice sent by post shall be deemed served 48 hours after it is posted.

22 Rights of third parties

Unless expressly stated otherwise, any person who is not a party to this Agreement shall not have any third party rights under it, and to the extent that they do, the rights and obligations of the parties to this Agreement (including their rights to amend it) shall not be subject to their consent. This Agreement is intended to confer third party rights on any Group Company, who shall also be entitled to enforce its terms.

23 Variation

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No variation or agreed termination of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

24 Law and jurisdiction

This Agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales and each of the parties hereto agrees to submit to the exclusive jurisdiction of the courts of England in determining matters hereunder.

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IN WITNESS WHEREOF this document has been executed as a deed by the parties hereto the day and year first before written.

EXECUTED by the Company        

acting by /s/ Jarrod B. Pontius

in the presence of: /s/ T. Jason Murphy

SIGNED, SEALED            

and DELIVERED by             

Cormac Twomey /s/ Cormac Twomey

in the presence of /s/ Hester Carline

EX-10.32

Exhibit 10.32

October 26, 2017

Dear Cormac:

I am pleased to extend to you this offer to assume the role of Chief Commercial Officer, reporting directly to Andrea Ayers, Chief Executive Officer for Convergys Corporation.

You will continue to be employed by Convergys CMG UK Limited (“Convergys”) a wholly-owned subsidiary of Convergys Corporation.

Your proposed effective start date for this new role will be Monday October 30, 2017. Your current role with Convergys will end Sunday October 29, 2017.

Your new role will be based at Convergys Corporation’s global headquarters in Cincinnati, Ohio and as per the terms of your new Service Agreement you will be expected to relocate to Cincinnati to work in this position.

Your base salary will be $450,000 on an annualized basis, which will be converted to British Pound Sterling based on the exchange rate as defined in clause 5.1 of the attached Service Agreement.

Beginning and effective January 2, 2018, you will be eligible for an annual incentive opportunity of 100% of your base pay for achieving in-year target performance. Under current plan design, superior performance will allow for up to 200% achievement of your targeted opportunity. All awards will be governed by the terms of the Annual Incentive Plan (Plan) in force from time to time, which will include details regarding the timing of award distributions, the form and amount of distributions, and additional conditions that must be satisfied in order to receive an award. Convergys and Convergys Corporation reserve the right to modify or cancel the Plan for any reason at any time. For the remainder of 2017, there will be no change to your current bonus target and you will be eligible for the incentive plan applicable to your current position (President-EMEA) level and current salary of GBP 254,228.57.

You are also eligible to participate in the Convergys Corporation Amended and Restated Long Term Incentive Plan (LTIP) strictly subject to the rules of the plan in force from time to time. Your LTIP awards for 2017 have already been awarded to you. For 2018, you will be eligible to be awarded approximately $450,000 in target value under the LTIP. Individuals at your level currently receive awards issued in a mixture of 50% Time-based Restricted Stock Units (TRSUs) and 50% Performance-based Restricted Stock Units (PRSUs). The mixture of TRSUs and PRSUs will be determined by the Compensation and Benefits Committee of the Board of Directors from time to time. Under current plan design, the maximum payout opportunity for the PRSUs is 200% of the number of PRSUs awarded.

Additionally, due to the need for you to relocate from the United Kingdom to Cincinnati, Ohio, in order to work in your new role, Convergys shall provide the following benefits during the course of your new role working at Convergys Corporation Headquarters in Cincinnati, Ohio:

• Assistance, costs and expenses associated with obtaining all necessary immigration services in order for you to work legally in the United States in the role of Chief Commercial Officer.

• Destination Services which includes assistance with opening bank accounts, obtaining a U.S. driver’s license, and assistance in locating suitable housing, temporary living expenses

• Tax Equalization and cost of tax preparation services

• Costs for rental of furnished housing in an amount not to exceed $42,000 annually.

• Costs for automobile lease in the United States, in an amount not to exceed $10,000 annually

• Repatriation expenses at the conclusion of your work/assignment at Convergys Global Headquarters in Cincinnati, Ohio, in an amount not to exceed $5,000.

Please note that this offer is contingent upon the following:

• Your agreeing to and execution of the attached Service Agreement titled Service Agreement between Convergys CMG UK Ltd. and Cormac Twomey, dated September 2017. (Attachment A).

• Cooperation and completion of all initial visa and immigration requirements, and eligibility to work in the United States.

All other terms and conditions governing your employment in this new role shall be governed by the attached Service Agreement dated October 26, 2017.

lf the above items are acceptable to you and you choose to accept this offer of employment which incorporates any enclosures or attachments, please indicate your acceptance of this offer by signing below and returning a copy to me by end of day Friday October 27, 2017.

We look forward to you accepting this offer and joining the Convergys team here at Convergys Corporation Headquarters in Cincinnati, Ohio.

Sincerely,

/s/ Dennis Hicks

VP Human Resources, Compensation & Benefits

Acceptance:

/s/ Cormac Twomey    

October 27, 2017

EX-10.33

Exhibit 10.33

Amendment to Service Agreement

THIS AMENDMENT TO SERVICE AGREEMENT (“the Amendment”) is made the 14^th day of February 2018

BETWEEN:

(1) Convergys CMG UK Limited a company incorporated in England and Wales whose address is at Q13 Quorum Business Park, Benton Lane, Newcastle upon Tyne NE12 8BW (“the Company”); and

(2) Cormac Twomey (“the Executive”).

WHEREAS, theExecutive is employed by the Company, a subsidiary of Convergys Corporation Inc., pursuant to a Service Agreement dated October 27, 2017, by and between the Executive and the Company (“the Agreement”).

WHEREAS, the Company and the Executive now desire to amend the Agreement as set forth in this Amendment.

IT IS AGREED as follows:

1 Amendment to Agreement

1.1 Section 20.2 of the Agreement shall be deleted and replaced by the following:

“20.2Subject to clause 20.3, if the Executive’s employment terminates for Good Reason or the Company terminates the Executive's employment for a reason that is not a Cause reason, subject to the Executive complying with clause 20.4, the Company shall: (a) pay the Executive in monthly instalments in accordance with its normal payroll practices, over a twenty-four (24) month period, as compensation for the Executive’s loss of employment, an aggregate amount equal to the total of two times the Executive’s Base Salary in effect at the Termination Date; (b) shall pay to the Executive a two year target AIP (Annual Incentive Plan) Bonus which shall be an amount equal to two times the Executive’s target AIP for the year in which the Termination Date occurs; and (c) shall pay to the Executive a pro-rated AIP Bonus for the fiscal year during which the Termination Date occurs which shall be paid based on actual Convergys Corporation performance during the entire fiscal year and paid on a pro-rated basis for the months in the year which the employee worked prior to the Termination Date, paid in a single lump sum at the time such payments are made to other AIP participants under the terms of the AIP.”

1.2 Section 20.3 of the Agreement shall be deleted and replaced by the following:

“20.3If, within 6 months prior to, or within 24 months after a Change in Control (as defined below) of the Company, the Executive’s Employment

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terminates for Good Reason or the Company terminates the Executive's employment for a reason that is not a Cause reason, clause 20.2 shall not apply and the Company shall, subject to the Executive’s compliance with clause 20.4: (a) pay to the Executive in equal monthly installments in accordance with its normal payroll practices, over a 24 month period, as compensation for the Executive’s loss of employment, an aggregate amount equal to 2 times the basic salary in effect at the Termination Date; (b) shall pay to the Executive two years target AIP (Annual Incentive Plan) Bonus which shall be an amount equal to two times the Executive’s target AIP for the year in which the Termination Date occurs; and (c) shall pay to the Executive a pro-rated AIP Bonus for the fiscal year during which the Termination Date occurs which shall equal the Executive’s target AIP for the year in which the Termination Date occurs pro-rated based on the number of days in the Company’s fiscal year through (and including) the Termination Date.”

2 No other changes

In all other respects, the Agreement, as amended hereby, shall continue in full force and effect.

3 Law and jurisdiction

This Amendment shall be governed by and construed in all respects in accordance with the laws of England and Wales and each of the parties hereto agrees to submit to the exclusive jurisdiction of the courts of England in determining matters hereunder.

3

IN WITNESS WHEREOF this document has been executed as a deed by the parties hereto the day and year first before written.

EXECUTED by the Company)

acting by /s/ Jarrod B. Pontius        )

in the presence of /s/ Andrew A. Farwig    )

SIGNED, SEALED)

and DELIVERED by )

Cormac Twomey /s/ Cormac Twomey    )

in the presence of /s/ Christopher Edwards    )

EX-10.34

Exhibit 10.34

SEPARATION AND CONSULTING AGREEMENT

This Separation and Consulting Agreement (the "Agreement"), dated February 20, 2018, is made and entered into by and between Convergys Corporation for itself and on behalf of its subsidiaries (collectively referred to as the "Company") andAndrea Ayers (“Executive”).

WHEREAS, effective as of the Separation Date (as defined below), the Executive will cease to serve as Chief Executive Officer of the Company and cease to be an employee of the Company; and

WHEREAS, the parties desire to resolve all issues related to Executive’s employment and separation from employment with the Company;

NOW, THEREFORE, in consideration of the mutual promises in this Agreement, the parties agree and covenant as follows:

1.Separation.

(a)Executive hereby acknowledges and agrees that her employment with the Company will end on the earliest to occur of the following dates (such date, the “Separation Date”):

(i) the date that a successor (including an interim) Chief Executive Officer commences employment with the Company,

(ii) the date that Executive’s employment is terminated (x) by the Company without Cause (for purposes of this Agreement, such term shall have the meaning given to it in the Severance Plan (as defined below)), or (y) due to Executive’s death or Disability (for purposes of this Agreement, such term shall have the meaning given to it in the Company’s long-term disability plan), and

(iii) December 31, 2018;

provided that, if a successor (including an interim) Chief Executive Officer has not commenced employment with the Company by December 31, 2018, Executive and the Company shall engage in discussions regarding an extension of Executive’s service as Chief Executive Officer on mutually agreeable terms. Notwithstanding anything herein to the contrary, if Executive’s employment with the Company is terminated prior to the Separation Date by the Company for Cause or due to Executive’s resignation without Good Reason (as defined in the Severance Plan), this Agreement shall be null and void. This Agreement shall not prohibit Executive from terminating her employment for Good Reason (if applicable, as defined in Section 2.9 of the Severance Plan) and in accordance with the terms of the Severance Plan, and any such termination shall be treated as a termination without Cause by the Company under this Agreement (and the date of such termination shall be considered the Separation Date).

(b)During Executive’s employment as President and Chief Executive Officer from the date hereof through the Separation Date, the Company shall continue to provide Executive with her current compensation and benefits, including a grant of 2018 annual equity awards (the “2018 Awards”) in an amount commensurate with her 2017 annual equity awards, to be granted at the same time 2018 annual equity awards are granted to executive officers of the Company generally. If the Separation Date occurs prior to the scheduled grant date for the 2018 Awards, then the 2018 Awards will be granted immediately prior to the Separation Date.

(c)Effective as of the Separation Date, Executive shall cease to be President and Chief Executive Officer of the Company and an employee of the Company and, consistent with the provision of the Convergys Corporation Governance Principles applicable to a change in employment status of a member of the Board of Directors of the Company (the “Board”), Executive shall tender her resignation from the Board to the Chair of the Governance and Nominating Committee for consideration by such committee and the Board. Further, Executive hereby resigns, effective as of the Separation Date, as a member of the board of directors of, or as a manager or any other position with, any of the Company’s affiliates, and agrees to execute any documentation the Company determines reasonably necessary or appropriate to facilitate such resignation.

(d)The Company and Executive acknowledge and agree that for purposes of the 2012 Convergys Corporation Senior Executive Severance Pay Plan (the “Severance Plan”), Executive’s termination of employment on the Separation Date will be treated as a termination of employment described in Section 3.2(b) of the Severance Plan.

2.Separation Benefits. Upon the occurrence of the Separation Date, subject to the execution and delivery by Executive on or after the Separation Date (other than in the event of Executive’s death or physical or mental incapacity) of the general release of claims attached hereto as Annex A (the “Release”) and such Release becoming effective and irrevocable in accordance with its terms no later than thirty (30) calendar daysfollowing the Separation Date, the Executive will be entitled to receive the following payments and benefits pursuant to the Severance Plan:

(a) on the first payroll date occurring more than six (6) months following the Separation Date, a cash lump sum equal to $3,990,000 (an amount equal to the sum of (i) two (2) times Executive’s base salary and (ii) two (2) times Executive’s target bonus payment under the applicable Annual Incentive Plan (“AIP”)), less applicable withholdings, which represents the Severance Pay (as defined in Section 4.1 of the Severance Plan);

(b)a pro-rated payment under the terms of the AIP, less applicable withholdings, for the fiscal year during which the Executive’s Separation Date occurs, to be paid in a lump sum at the same time that payments are made to other participants under the terms of the AIP;

(c)provided that Executive timely elects COBRA coverage, continued medical, vision, and dental coverage at Company employee rates for a period of twenty-four (24) months following the Separation Date; and

(d)outplacement services (as described in Schedule C of the Severance Plan) through the Company’s usual provider, as long as Executive begins to utilize such services within 90 days of the Separation Date.

Executive acknowledges that such separation payments and benefits are in exchange for Executive’s Release, are consistent with the Severance Plan, and are not otherwise owed to Executive.

3.Treatment of Equity Awards.

(a)Executive’s termination of employment on the Separation Date will be treated as a termination without Cause (or a termination of employment due to death, if applicable) for purposes of the Company’s Amended and Restated Long-Term Incentive Plan (the “LTIP”) and the award agreements thereunder governing Executive’s outstanding Company equity awards as of the Separation Date. In accordance with the terms of such award agreements, Executive’s awards will vest on a prorated basis, calculated as set forth in the applicable award agreement (provided that Executive’s termination of employment due to Disability shall be treated for purposes of this Section 3(a) in the same manner as a termination without Cause for such purpose), through the Separation Date.

(b)The portion of such awards that does not become vested at the Separation Date (collectively, the “Continuing Awards”), will:

(i) in the case of Executive’s termination of employment due to Disability, remain outstanding and continue to vest (in the case of performance-based restricted stock unit awards (“PRSUs”), based on the actual level of achievement of the applicable performance goals) and be paid on the regularly scheduled dates (it being understood that the number of shares underlying each Continuing Award of time-based restricted stock units (“TRSUs”) vesting on each regularly scheduled date shall equal the number of shares originally scheduled to vest on such date or, if fewer, the total number shares remaining under such TRSU award after taking into account the prior prorated vesting),

(ii) in the case of Executive’s death, vest (with the performance goals applicable to PRSUs deemed to be achieved at the target level) and be delivered within ten (10) business days thereafter, or

(iii) in the case of Executive’s termination without Cause, remain outstanding and eligible to vest in accordance with Section 4 below.

Notwithstanding anything to the contrary, upon the occurrence (prior to, on or following the Separation Date) of a Change of Control (as defined in the LTIP), the Dollar Amount (as defined in the applicable award agreements) payable in respect of each of Executive’s then outstanding Company equity awards will immediately vest and, subject to Section 13.4 of the LTIP, be paid to Executive within ten (10) business days following the Change of Control. In the event of any conflict between the terms of this Section 3 and the terms of any award agreement applicable to Executive’s Company equity awards, the terms of this Section 3 shall control.

4.Consulting Services.

(a)Executive shall make herself available to render consulting services (the “Services”) to the Company, on the terms and conditions set forth in this Agreement, for the period beginning on the Separation Date (provided that the Separation Date did not occur due to Executive’s death or Disability) and ending on February 28, 2021 (the “Consulting Period”), provided that the Consulting Period shall terminate (i) immediately upon the death of Executive or Executive’s incurrence of a Disability, (ii) immediately upon the Company’s delivery of written notice to Executive providing for termination of the Consulting Period (x) for Cause, or (y) due to Executive’s failure to materially perform the Services that was not cured within ten (10) days following Executive’s receipt of written notice from the Company reasonably identifying the alleged failure, or (iii) thirty (30) days following the Company’s delivery of written termination notice to Executive for any other reason, or Executive’s delivery of written termination notice to the Company.

(b)During the Consulting Period, Executive shall render such Services as may be reasonably requested from time to time by the Board or a successor (or interim) Chief Executive Officer of the Company, at such times as may be reasonably requested and at such locations as shall be mutually agreed, provided that Executive shall not be required to dedicate more than thirty (30) hours per month to providing the Services. For the avoidance of doubt, Executive shall not be prohibited from providing services to other entities so long as such services do not interfere with her performance of the Services or otherwise violate Section 5 of this Agreement or any restrictive covenants set forth in any other agreement between the Company and Executive. Notwithstanding the foregoing, Executive shall not be obligated to provide Services with respect to any product or service that is first provided by the Company after the Separation Date and that was not researched or developed by the Company during Executive’s employment with the Company if doing so would result in a breach of Executive’s non-competition covenant with her then current employer.

(c)In consideration of the Services, the Company shall, during the Consulting Period, pay Executive a consulting fee at an annual rate of $360,000 payable monthly in arrears, and shall reimburse Executive for all reasonable business expenses incurred by Executive in accordance with the Company’s policies, as in effect from time to time. Executive shall be indemnified by the Company with respect to her performance of the Services on the same basis as senior executives of the Company are indemnified at the time of the indemnification.

(d)In addition, during the Consulting Period, the Continuing Awards shall remain outstanding and eligible to vest, subject to Executive’s continued provision of the Services through each applicable vesting date and, in the case of PRSUs, based on the actual level of achievement of the applicable performance goals. Upon termination of the Consulting Period prior to February 28, 2021, the Continuing Awards shall be treated as follows:

(i)         If the Company terminates the Consulting Period without Cause (as defined in the Severance Plan) or due to Executive’s Disability, or Executive terminates the Consulting Period due to a material breach of this Agreement by the Company (after written notice delivered by Executive to the Company reasonably identifying the alleged breach and the Company’s failure to cure such breach within thirty (30) days thereafter), the then outstanding Continuing Awards will remain outstanding and continue to vest (in the case of PRSUs, based on the actual level of achievement of the applicable performance goals) and be paid on the regularly scheduled dates (it being understood that the number of shares underlying each Continuing Award of TRSUs vesting on each regularly scheduled date shall equal the number of shares originally scheduled to vest on such date or, if fewer, the total number shares remaining under such TRSU award after taking into account the prior prorated vesting);

(ii)         If the Consulting Period terminates due to Executive’s death, the then outstanding Continuing Awards will immediately vest (in the case of PRSUs, with performance goals deemed to be achieved at target level) and be settled within ten (10) business days thereafter; and

(iii)         If the Company terminates the Consulting Period for Cause, or Executive terminates the Consulting Period other than due to a material breach of this Agreement by the Company, the then outstanding Continuing Awards will be immediately forfeited.

In the event of any conflict between the terms of this Section 4(d) and the terms of any award agreement applicable to the Continuing Awards, the terms of this Section 4(d) shall control.

5.Restrictive Covenants.

(a)Executive recognizes the Company’s need to prevent unfair competition and to protect the Company’s legitimate business interests. Accordingly, Executive agrees that, during Executive's employment and until the latest to occur of (x) the second anniversary of Executive’s termination of employment with the Company, and (y) the last day of the Consulting Period (the “Restricted Period”), Executive will not accept employment or engage in any business activity (whether as a principal, partner, joint venturer, agent, employee, salesperson, consultant, independent contractor, director, or officer) with a “Competitor” of the Company where such employment would involve Executive:

(i)         developing, marketing, providing, selling or attempting to sell, or assisting in the sale or attempted sale of (A) any services or products similar to those services or products with which Executive had any involvement or information during Executive’s employment with the Company (including those services or products being researched or developed during Executive’s employment with the Company) or (B) material products or services with which Executive had direct significant involvement (including by internal Company dialogue with Executive) during the Consulting Period (including those material products or services being researched or developed by the Company and with which Executive had direct significant involvement (including by internal Company dialogue with Executive) during the Consulting Period); or

(ii)         providing or performing services that are similar to any services that Executive provided to or performed for the Company during Executive’s employment with the Company or during the Consulting Period.

For purposes of this provision, a “Competitor” is any business or entity that, during the Restricted Period, provides or seeks to provide, any products or services similar to or related to any products sold or any services provided by the Company (x) during the one-year period prior to Executive’s termination of employment, (y) with which Executive had any involvement or information at any time during Executive’s employment with the Company (including those services or products being researched or developed during Executive’s employment with the Company), or (z) which are material products or services with which Executive had direct significant involvement (including by internal Company dialogue with Executive) during the Consulting Period(including those material products or services being researched or developed and with which Executive had direct significant involvement (including by internal Company dialogue with Executive) during the Consulting Period). “Competitor” includes, without limitation, any company or business that:

(i)     provides outsourced customer management and/or customer care services (including but not limited to customer service; customer retention; technical support; business-to-consumer sales; complex device support; business-to- business sales and account management; back office; collections; quality assurance; direct response; and home agent);

(ii)         operates call centers and/or employs home agents to provide customer management and/or customer care services;

(iii)         provides products or services similar or related to, or in competition with, the products or services provided by any entity or business that is acquired by or merged into the Company during Executive’s employment with the Company; or

(iv)         is identified by the Company as a competitor in any of the Company’s public filings with the Securities and Exchange Commission.

This restriction will be limited to the geographical area where the Company is doing business and the geographic area where the Company markets its products and/or services (x) at the time of Executive’s termination of employment, or (y) after Executive’s termination of employment and during the Consulting Period if Executive could reasonably be expected to have knowledge of such geographic area given the scope of the Services. In the event that Executive violates this provision, it is expressly agreed that, in order for the Company to receive the full benefit of Executive’s covenant, the Restricted Period will be tolled until the date on which Executive ceases to be in violation of this provision. If a Change of Control occurs during the Restricted Period, such period will automatically be extended through February 28, 2021.

(b)During the Restricted Period, Executive will not directly or indirectly, through any person or entity, communicate with (i) any of the Company’s customers from which the Company generated revenue (x) during the year preceding Executive’s termination of employment or (y) after Executive’s termination of employment and during the Consulting Period if Executive could reasonably be expected to know the identity of such customers given the scope of the Services; or (ii) any prospective customers known to Executive during the year prior to Executive’s termination of employment or after Executive’s termination of employment and during the Consulting Period, for the purpose or intention of attempting to sell any Competitor’s products or services or attempting to divert business from said customer or prospective customer away from the Company. In the event that Executive violates this provision, it is expressly agreed that, in order for the Company to receive the full benefit of Executive’s covenant, the Restricted Period will be tolled until the date on which Executive ceases to be in violation of this provision. If a Change of Control occurs during the Restricted Period, such period will automatically be extended through February 28, 2021.

(c)During the Restricted Period, Executive will not, directly or indirectly, through any person or entity: (i) communicate with any Company employee concerning employment opportunities with a Competitor; and/or (ii) attempt to or actually induce, persuade, or entice any Company employee to terminate such person’s employment relationship with the Company or accept employment with a Competitor. In the event that Executive violates subparagraphs (i) or (ii) of this provision, it is expressly agreed that, in order for the Company to receive the full benefit of Executive’s covenant, the Restricted Period will be tolled until the date on which Executive ceases to be in violation of this provision. If a Change of Control occurs during the Restricted Period, such period will automatically be extended through February 28, 2021.

(d)The Company develops and utilizes technology, models, programs, data, research and development, concepts, goodwill, customer relationships, training, and trade secrets. The success of the Company and each of its employees is directly predicated on the protection of its knowledge and information. Executive acknowledges that during the Consulting Period, Executive will be entrusted with, have access to, and obtain intimate, detailed, and comprehensive knowledge of confidential and/or proprietary information that is not generally known by the public ("Information"), including confidential information concerning : (i) the Company’s and/or its customers’ and/or suppliers’ processes, practices, and procedures; (ii) the Company’s customers, suppliers and employees; (iii) the Company’s advertising and marketing plans; (iv) the Company’s strategies, plans, goals, projections, and objectives; (v) the Company’s research and development activities and initiatives; (vi) the strengths and weaknesses of the Company’s products or services; (vii) the costs, profit margins, and pricing associated with the Company’s products or services; (viii) the Company’s sales strategies, including the manner in which it responds to customer requests and requests for information or requests for proposals; (ix) the Company’s business, including budgets and margin information, and (x) matters or intellectual property considered confidential by the Company, its customers, or suppliers, including information considered confidential by such customers’ or suppliers’ customers, vendors, or other third-party providers, and any information of a third party that the Company designates as confidential (e.g., third-party information accessed or used by Executive during his/her employment). Executive agrees that the Information is highly valuable and provides a competitive advantage to the Company. Executive further agrees that, given the United States and worldwide markets in which the Company competes, confidentiality of the Information is necessary without regard to any geographic limitation. Both during and after the Consulting Period, Executive agrees to retain the Information in absolute confidence and not to use or permit access to or disclose the Information to any person or organization, except as required for Executive to perform the Services. Upon termination of the Consulting Period for any reason, or at any time upon the Company’s request, Executive shall promptly deliver and return to the Company all Information (in whatever medium recorded) together with all copies thereof, and all devices, computer disks or other electronic or magnetic storage media, records, data, proposals, lists, specifications, drawings, sketches, materials, equipment, other documents, or other property of the Company, together with all copies thereof. Notwithstanding the confidentiality obligations set forth in this Agreement, Executive shall not be held criminally or civilly liable for the disclosure of a trade secret that is made in confidence to federal, state, or local government officials or to an attorney solely for the purpose of reporting or investigating a suspected violation of the law. Executive shall not be held criminally or civilly liable for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other legal proceeding if the filing is made under seal. If Executive files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose the Company’s trade secret to Executive’s attorney and use the trade secret information in those court proceedings, provided that Executive files any document containing the trade secret under seal and does not disclose the trade secret, except as permitted by court order.

(e)In the event Executive is uncertain as to the application of the foregoing covenants to any contemplated employment opportunity or business activity, Executive agrees to inquire with the General Counsel of the Company, specifying in writing the contemplated opportunity or activity. Under no circumstances will Executive be relieved of her obligations under this Section 5, unless agreed to in writing by an authorized officer of the Company.

(f)In consideration of the payments and benefits to be provided to Executive pursuant to this Agreement, Executive agrees that it is reasonable and necessary for the protection of the goodwill and business of the Company that Executive make the covenants contained in this Section 5, and that the Company may suffer irreparable injury if Executive engages in conduct prohibited by this Section 5. Executive represents that Executive has thoroughly reviewed the terms of these covenants and acknowledges that, this Agreement does not supersede or extinguish any restrictive covenants set forth in any other agreement between the Company and Executive.

(g)Executive expressly acknowledges that any breach or violation of any of the covenants made by Executive in this Section 5 may cause immediate and irreparable injury to the Company and that in the event of a breach or threatened or intended breach of this Agreement by Executive, the Company, in addition to all other legal and equitable remedies available to it, will be entitled to seek injunctions, both preliminary and temporary, and restraining orders, enjoining and restraining such breach or threatened or intended breach.

6.Return of Company Property. Executive agrees that, except as otherwise instructed by the Company, as soon as practicable following the Separation Date, Executive shall deliver to the Company, or caused to be delivered to the Company, the following:

(a)all Company equipment and property (cell phone, blackberry, laptop, pager, etc.) and all documents or other tangible materials (whether originals, copies, or abstracts, and including, without limitation, price lists, question guides, outstanding quotations, books, records, manuals, files, sales literature, training materials, calling or business cards, credit cards, customer lists or records, correspondence, computer printout documents, contracts, orders, messages, phone and address lists, memoranda, notes, work papers, agreements, drafts, invoices and receipts) which in any way relate to the Company’s or its affiliates’ business and were furnished to Executive by the Company or its affiliates or were prepared, compiled, used, or acquired by Executive while employed by the Company, excluding personal items paid for by Executive;

(b)all keys, combinations, badges and access codes to the premises, facilities, and equipment of the Company and/or its affiliates (including without limitation, the offices, desks, storage cabinets, safes, data processing systems, and communications equipment), whether furnished to Executive by the Company or its affiliates. The above reference includes any personal property, equipment, or documents prepared, used, or acquired by Executive with funds expended by the Company or its affiliates while Executive was employed by the Company, excluding personal items paid for by Executive; and

(c)all monies owed by Executive to the Company for whatever reason.

Notwithstanding the foregoing, Executive may retain her contacts, calendars and personal correspondence and any information reasonably necessary for tax return preparation purposes.

7.General.

(a)This Agreement constitutes the entire agreement and understanding of the parties regarding its subject matter and supersedes all prior agreements, arrangements, and understandings with Executive, except (i) any Non-Disclosure and Non-Competition Agreement signed by Executive, which remains in full force and effect, (ii) any award agreements governing the Continuing Awards or any other equity awards held by Executive that are outstanding on the date of this Agreement, which remain in full force and effect except as modified by this Agreement, and (iii) Executive’s rights under the Executive Deferred Compensation Plan and the Retirement and Savings Plan, which remain in full force and effect. This Agreement may be amended or modified only by a writing signed by the parties.

(b)No waiver with respect to any provision of this Agreement will be effective unless in writing. The waiver by either party of a breach of any provision of this Agreement by the other will not operate or be construed as a waiver of any other or subsequent breach.

(c)Executive shall be reimbursed for her reasonable legal fees (within thirty (30) days following her providing an invoice to the Company) if she prevails on a material issue in any dispute with the Company arising under this Agreement following a Change of Control.

(d)The section headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.

(e)This Agreement will be binding upon and inure to the benefit of the Company, its subsidiaries, affiliates, successors and assigns, and Executive, Executive’s heirs and personal representatives.

(f)The laws of State of Ohio will govern this Agreement without giving effect to conflicts of law provisions. Executive further voluntarily consents and agrees that the state or federal courts located in Hamilton County, Ohio: (i) must be utilized solely and exclusively to hear any action arising out of or relating to this Agreement; and (ii) are a proper venue for any such action and said courts can appropriately exercise personal jurisdiction over Executive for any such action.

(g)It is intended that the payments and benefits provided under this Agreement will be exempt from the application of, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. This Agreement will be construed in a manner that effects such intent to the greatest extent possible. However, the Company shall not be held liable for any taxes, interests or penalties owed by Executive as a result of this Agreement.

[Signature page follows.]

In witness whereof, the Company and Executive have executed this Agreement as of the date first set forth above.

Convergys Corporation

By:/s/ Jarrod B. Pontius

     Name: Jarrod B. Pontius

     Title: General Counsel and

Chief Administrative Officer

Executive

/s/ Andrea Ayers

Andrea Ayers

ANNEX A

General Release of Claims

Pursuant to the Separation and Consulting Agreement (the “Separation Agreement”) dated February 20, 2018 by and between Convergys Corporation (the “Company”) and Andrea Ayers (“Executive”), Executive hereby acknowledges and agrees to this General Release of Claims (this “Release”), effective as of the date set forth below.

1.Release and Affirmations. As a condition to Executive’s receipt of the payments and benefits set forth in the Separation Agreement, Executive, on behalf of herself and her heirs and estate, releases the Company and its affiliates, and each of their respective directors, employees, agents, representatives, successors, and assigns (collectively, the “Releasees”) from any and all claims, liabilities, promises, agreements, and lawsuits (including claims for attorneys’ fees, costs, back pay, front pay, benefits, and punitive and compensatory damages) with respect to circumstances or events occurring prior to the execution of this Release of any nature relating to Executive’s employment or separation from employment, other than (i) those arising under the Separation Agreement and/or Continuing Awards or as a shareholder of the Company, (ii) claims for indemnification as a director or officer, or as a consultant under the Separation Agreement, or for coverage under directors’ and officers’ liability insurance, and (iii) vested or accrued benefits under the Company’s compensation or benefit plans and arrangements, including those:

(a)asserting individual liability and/or claims under the Company’s policies or benefit plans (except a claim for any vested pension or vested share benefit),

(b)arising from or related to Executive’s employment with the Company and its affiliates and Executive’s separation from employment, including any and all claims of race, color, sex, national origin, ancestry, religion, disability, age or other discrimination, harassment, or retaliation under the State of Ohio or any other state or district, Title VII of the Civil Rights Act of 1964, 42 USC Section 2000e (and sections following), the Employee Retirement Income Security Act, 29 USC Section 1001 (and sections following), the Reconstruction Era Civil Rights Act, 42 USC Section 1981 (and sections following), the Age Discrimination in Employment Act (“ADEA”), 29 USC Section 621 (and sections following), the Americans with Disabilities Act, 42 USC Section 12101 (and sections following), the Family and Medical Leave Act, 29 USC Section 2601 (and sections following), the Worker Adjustment and Retraining Notification Act, 29 USC Section 2100 (and sections following), the Sarbanes-Oxley Act, 15 USC Section 7201 (and sections following), the Occupational Safety and Health Act, 29 USC Section 651 (and sections following), and the amendments to such laws, as well as any related statute of any state or district, and/or,

(c)based on a theory of breach of contract, promissory estoppel, wrongful termination, personal injury, defamation, loss of consortium, distress, humiliation, loss of standing and prestige, public policy, or any other tort, whether such claims are known or unknown, which Executive now has or claims to have against the Releasees for circumstances arising out of or connected with Executive’s employment with the Company and its affiliates, Executive’s separation, or any other event or circumstance occurring prior to the date set forth below, and also including any claims that may depend upon the identity (whether known or unknown to Executive) of the Company’s selection of anyone to perform some or all of the duties formerly performed by Executive.

2.Covenant Not to Sue. Executive agrees to immediately withdraw any lawsuit Executive may have already filed against the Releasees, and agrees not to file any lawsuit against the Releasees in the future with respect to any claim released under this Release. Executive waives any right to re-employment with the Company, and agrees that the Company may reject any application Executive makes for re-employment without any liability.

3.Affirmation. Executive affirms that Executive has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to Executive, except as provided in the Separation Agreement. Executive further affirms that Executive has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act.

4.Acknowledgment. Executive acknowledges that:

(a)Executive was given twenty-one (21) days to consider this Agreement, that Executive may revoke this Agreement within seven (7) days after signing it by providing the Company with notice of revocation and that, in the event of such revocation, the Company will have no obligations under the Separation Agreement;

(b)Executive has not been pressured, coerced, or otherwise forced to execute this Release and Executive is entering into this Release voluntarily;

(c)Executive has not relied upon any statement or promise made by or on behalf of the Company that is not contained in the Separation Agreement or this Release;

(d)Executive understands this Release;

(e)Executive understands and intends that this Release fully and completely releases the Releasees from any claims Executive may have;

(f)the consideration Executive is to receive from the Company constitutes consideration to which Executive is not entitled without execution of this Release; and

(g)Executive understands Executive’s right, and has been advised, to discuss the Separation Agreement and this Release with Executive’s private attorney.

Andrea Ayers

______________________________

Date

EX-10.35

Exhibit 10.35

SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

This Separation Agreement and Release of all Claims (the "Agreement") is made and entered into by and between Convergys Corporation for itself and on behalf of its subsidiaries and related entities (collectively referred to as "CONVERGYS") and Marge Connelly (“EMPLOYEE”).

WHEREAS, EMPLOYEE has resigned her employment and effective December 15, 2017 (“Termination Date”), EMPLOYEE will cease to be employed by CONVERGYS; and

WHEREAS, the parties desire to resolve any and all issues related to EMPLOYEE’s employment and separation from employment with CONVERGYS;

NOW, THEREFORE, in consideration of the mutual promises in this Agreement, the parties agree and covenant as follows:

1. Separation Payment - Consideration. In exchange for the promises and releases of EMPLOYEE, CONVERGYS agrees to pay EMPLOYEE the following payments:

A.) $1,150,000 less applicable withholdings (which constitutes one year of base pay and one year of AIP bonus at target for 2017).

B.) A pro-rated AIP bonus for January 1, 2017 through December 15, 2017, based on elapsed days and actual performance, less applicable withholdings and payable after the end of the performance period, at the same time as all other participants (March, 2018). Payment and amount governed by AIP plan terms.

The payment in 1(A) above shall be made in two separate payments as follows: $540,000 (less applicable withholdings) payable on the first payroll date that is 10 business days after the date the Agreement becomes effective and irrevocable; and $610,000 (less applicable withholdings) payable on the first payroll date that is 6 months after the separation date of December 15, 2017.

Additionally, CONVERGYS agrees that the Performance Restricted Stock Unit Award (PRSUs) granted to EMPLOYEE effective 2/23/2015 under the Performance Restricted Stock Unit Award Agreement shall be prorated and settled in accordance with the formula set forth in Paragraph 5(b) of the PRSU Agreement.   The Time-Based Restricted Stock Unit Award (TRSUs) granted to EMPLOYEE effective 2/23/2015 under the Time-Based Restricted Stock Award Agreement shall be prorated and settled in accordance with the formula set forth in Paragraphs 3 and 6 of the TRSU Agreement. 

Notwithstanding the immediately preceding paragraphs, no such payments will be made to EMPLOYEE unless the EMPLOYEE has signed and returned this Agreement to CONVERGYS and the Agreement has become effective and irrevocable in accordance with its terms, no later than the date that is fifty-five (55) calendar days following the Termination Date.

EMPLOYEE acknowledges that such consideration is in exchange for EMPLOYEE’s separation and release and is not otherwise owed to EMPLOYEE.

2.Release and Affirmations. In consideration of the payment set forth in Section 1, EMPLOYEE, and EMPLOYEE’s heirs and estate, release CONVERGYS, and each of their stockholders, respective directors, employees, agents, representatives, successors, and assigns from any and all claims, liabilities, promises, agreements, and lawsuits (including claims for attorneys’ fees, costs, back pay, front pay, benefits, and punitive and compensatory damages) of any nature, including those:

2017

YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY

BEFORE SIGNING THIS DOCUMENT.

(a) asserting individual liability and/or claims under the Company’s policies or benefit plans (except a claim for any vested pension or vested share benefit),

(b) arising from or related to EMPLOYEE’s employment with CONVERGYS and EMPLOYEE’s separation from employment, including any and all claims of race, color, sex, national origin, ancestry, religion, disability, age or other discrimination, harassment, or retaliation under the laws of the States of Ohio and North Carolinaor any other state or district, Title VII of the Civil Rights Act of 1964, 42 USC Section 2000e (and sections following), the Employee Retirement Income Security Act, 29 USC Section 1001 (and sections following), the Reconstruction Era Civil Rights Act, 42 USC Section 1981 (and sections following), the Age Discrimination in Employment Act (“ADEA”), 29 USC Section 621 (and sections following), the Americans with Disabilities Act, 42 USC Section 12101 (and sections following), the Family and Medical Leave Act, 29 USC Section 2601 (and sections following), the Worker Adjustment and Retraining Notification Act, 29 USC Section 2100 (and sections following), the Sarbanes-Oxley Act, 15 USC Section 7201 (and sections following), the Occupational Safety and Health Act, 29 USC Section 651 (and sections following), and the amendments to such laws, as well as any related statute of any state or district, and/or,

(c) based on a theory of breach of contract, promissory estoppel, wrongful termination, personal injury, defamation, loss of consortium, distress, humiliation, loss of standing and prestige, public policy, or any other tort, whether such claims are known or unknown, which EMPLOYEE now has or claims to have against CONVERGYS for circumstances arising out of or connected with EMPLOYEE’s employment with CONVERGYS, EMPLOYEE’s separation, or any other event or circumstance occurring prior to the revocation date for this Agreement, and also including any claims that may depend upon the identity (whether known or unknown to EMPLOYEE) of CONVERGYS’ selection of anyone to perform some or all of the duties formerly performed by EMPLOYEE.

EMPLOYEE agrees to immediately withdraw any lawsuit EMPLOYEE may have already filed against CONVERGYS, and agrees not to file any lawsuit against CONVERGYS in the future with respect to any claim released under this Agreement. EMPLOYEE waives any right to re-employment with CONVERGYS, and agrees that CONVERGYS may reject any application EMPLOYEE makes for re-employment without any liability.

EMPLOYEE affirms that EMPLOYEE has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which EMPLOYEE may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to EMPLOYEE, except as provided in this Agreement. EMPLOYEE further affirms that EMPLOYEE has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act.

1. Confidentiality.

a)EMPLOYEE acknowledges that in the course of employment with CONVERGYS, EMPLOYEE has been entrusted with or obtained access to information proprietary to CONVERGYS with respect to the following (the “Information”): the organization and the management of CONVERGYS; the names,addresses, buying habits and other special information regarding past, present, and potential customers, employees, and suppliers of CONVERGYS; customer and supplier contracts and transactions or price lists of CONVERGYS and suppliers; products, services, programs, and processes sold, licensed, or developed by CONVERGYS; technical data, plans, and specifications, present and/or future development projects of CONVERGYS; financial and/or marketing data respecting the conduct of the present or future phases of business of CONVERGYS; computer programs,

2

systems, and/or software; ideas, inventions, trademarks, business information, know-how, processes, improvements, designs, redesigns, discoveries, and developments of CONVERGYS; customer requirements; requests for proposals; responses to requests for proposals; CONVERGYS sales and marketing materials and other information considered confidential by CONVERGYS, or customers or suppliers of CONVERGYS.

EMPLOYEE agrees to continue to retain the Information in absolute confidence and not to disclose the Information to any person or organization except persons within CONVERGYS who have a need to know. EMPLOYEE agrees that if, despite the representation set forth below in Section 4 that EMPLOYEE has returned all CONVERGYS property, EMPLOYEE discovers that EMPLOYEE has retained any Information in tangible form, including any copies, EMPLOYEE will inform CONVERGYS and return such Information.

b)In consideration of the amounts to be paid EMPLOYEE pursuant to Section 1 above, EMPLOYEE agrees that it is reasonable and necessary for the protection of the goodwill and business of CONVERGYS that EMPLOYEE make the covenants contained in this Section 3, and that CONVERGYS will suffer irreparable injury if EMPLOYEE engages in conduct prohibited by this Section 3. EMPLOYEE represents that EMPLOYEE has thoroughly reviewed the terms of these covenants and acknowledges that, unless specifically noted, this Agreement does not supersede or extinguish EMPLOYEE’s preexisting confidentiality and other obligations to CONVERGYS.

c)EMPLOYEE agrees not to disparage or act in any manner which may damage the business of CONVERGYS or which would adversely affect the goodwill, reputation, and business relationships of CONVERGYS with the public generally, or with any of its customers, suppliers, or employees.

d)EMPLOYEE expressly acknowledges that any breach or violation of any of the covenants made by EMPLOYEE in this Section 3 will cause immediate and irreparable injury to CONVERGYS and that in the event of a breach or threatened or intended breach of this Agreement by EMPLOYEE, CONVERGYS, in addition to all other legal and equitable remedies available to it, will be entitled to injunctions, both preliminary and temporary, and restraining orders, enjoining and restraining such breach or threatened or intended breach.

4.Return of CONVERGYS Property. EMPLOYEE certifies that EMPLOYEE has delivered to CONVERGYS or caused to be delivered to CONVERGYS the following:

a)all CONVERGYS equipment and property (cell phone, laptop, etc.) and all documents or other tangible materials (whether originals, copies, or abstracts, and including, without limitation, price lists, question guides, outstanding quotations, books, records, manuals, files, sales literature, training materials, calling or business cards, credit cards, customer lists or records, correspondence, computer printout documents, contracts, orders, messages, phone and address lists, memoranda, notes, work papers, agreements, drafts, invoices and receipts) which in any way relate to CONVERGYS’ or its affiliates’ business and were furnished to EMPLOYEE by CONVERGYS or its affiliates or were prepared, compiled, used, or acquired by EMPLOYEE while employed by CONVERGYS, excluding personal items paid for by EMPLOYEE;

b)all keys, combinations, badges and access codes to the premises, facilities, and equipment of CONVERGYS and/or its affiliates (including without limitation, the offices, desks, storage cabinets, safes, data processing systems, and communications equipment), whether furnished to EMPLOYEE by CONVERGYS or its affiliates. The above reference includes any personal property, equipment, or documents prepared, used, or acquired by EMPLOYEE with funds expended by

3

CONVERGYS or its affiliates while EMPLOYEE was employed by CONVERGYS, excluding personal items paid for by EMPLOYEE; and

c)all monies owed by EMPLOYEE to CONVERGYS for whatever reason.

1. Remedies. The parties expressly acknowledge that any breach or violation of any of the covenants and agreements made in this Agreement, will cause immediate and irreparable injury to the other party and that in the event of a breach or threatened or intended breach of this Agreement, the non-breaching party, in addition to all other legal and equitable remedies available to it, will be entitled to injunctions, both preliminary and temporary, and restraining orders, enjoining and restraining such breach or threatened or intended breach.

2. General.

a)This Agreement constitutes the entire agreement and understanding of the parties regarding its subject matter and supersedes all prior agreements, arrangements, and understandings with EMPLOYEE, except any Non-Disclosure and Non-Competition Agreement signed by EMPLOYEE, which remains in full force and effect. This Agreement may be amended or modified only by a writing signed by the parties.

b)No waiver with respect to any provision of this Agreement will be effective unless in writing. The waiver by either party of a breach of any provision of this Agreement by the other will not operate or be construed as a waiver of any other or subsequent breach.

c)In the event of any action or proceeding regarding this Agreement, the prevailing party, in addition to all other legal or equitable remedies possessed, will be entitled to be reimbursed for all costs and expenses, including reasonable attorneys’ fees, incurred by reason of such action or proceeding.

d)The section headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.

e)This Agreement will be binding upon and inure to the benefit of CONVERGYS, its subsidiaries, affiliates, successors and assigns, and EMPLOYEE, EMPLOYEE’s heirs and personal representatives.

f)EMPLOYEE agrees to keep confidential, and will not disclose or reveal, the existence or the terms and conditions of this Agreement, except to EMPLOYEE’s spouse, counsel, or investment or tax consultant, on whose behalf EMPLOYEE also promises confidentiality.

g)EMPLOYEE acknowledges that:

(i) EMPLOYEE was given 21 days to consider this Agreement, that EMPLOYEE may revoke this Agreement within (seven) 7 days after signing it by providing CONVERGYS with notice of revocation, c/o Judi Summerlin, 201 East Fourth Street, Cincinnati, OH 45202, 513-784-5490 (facsimile), and that, in the event of such revocation, CONVERGYS will have no obligations under Section 1 of this Agreement;

(ii) EMPLOYEE has not been pressured, coerced, or otherwise forced to execute this Agreement and EMPLOYEE is entering into this Agreement voluntarily;

4

(iii) EMPLOYEE has not relied upon any statement or promise made by or on behalf of CONVERGYS that is not contained in this Agreement;

(iv) EMPLOYEE understands this Agreement;

(v) EMPLOYEE understands and intends that this Agreement fully and completely releases CONVERGYS from any claims EMPLOYEE may have;

(vi) the consideration EMPLOYEE is to receive from CONVERGYS constitutes consideration to which EMPLOYEE is not entitled without execution of this Agreement, and;

(vii) EMPLOYEE understands EMPLOYEE’s right, and has been advised, to discuss this Agreement with EMPLOYEE’s private attorney.

h)The laws of the State of Ohio shall govern this Agreement without giving effect to conflicts of law provisions.

Convergys Corporation

By:/s/ Jarrod PontiusBy:/s/ Marge Connelly

Marge Connelly

Date:December 15, 2017Date:/s/ December 18, 2017

5

EX-10.48

Exhibit 10.48

AMENDMENT NO. 11 TO RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 11 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of January 3, 2018 (the “Effective Date”), is entered into by and among:

(a) Convergys Funding Inc., a Kentucky corporation (“Seller”),

(b) Convergys Corporation, an Ohio corporation (“Convergys”), as initial Servicer and Performance Guarantor,

(c) The Bank of Tokyo-Mitsubishi UFJ, Ltd., individually (“BTMU” or a “Committed Purchaser”) and as Gotham Group Agent,

(d) Gotham Funding Corporation, a Delaware corporation (“Gotham” or the “Conduit”),

(e) Wells Fargo Bank, N.A., individually (“Wells Fargo” or a “Committed Purchaser” and together with BTMU and Gotham, the “Purchasers”), and

(f) Wells Fargo Bank, N.A. in its capacity as administrative agent for the Purchasers (in such capacity, together with its successors and assigns, the “Administrative Agent”).

PRELIMINARY STATEMENTS

Seller, Servicer, Gotham, BTMU, individually and as Gotham Group Agent, and Wells Fargo, individually and as Administrative Agent, are parties to that certain Receivables Purchase Agreement dated as of June 30, 2009, as amended from time to time (the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

The parties hereto wish to amend the Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the other mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments. Upon the terms and subject to the conditions set forth in this Amendment, the parties hereto hereby agree as follows: (a) the definition of “Liquidity Termination Date” set forth in Exhibit I to the Agreement is hereby amended to delete “January 3, 2018” where it appears and to substitute in lieu thereof “January 2, 2019”; and (b) every instance of "The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch" is amended and restated in its entirety to read as "The Bank of Tokyo- Mitsubishi UFJ, Ltd."

2.Representations and Warranties of Seller Parties. In order to induce the Administrative Agent and the Purchasers to enter into this Amendment, (i) each of the Seller Parties hereby represents and warrants to the Administrative Agent and the Purchasers, as to itself or on its own behalf, as applicable, as of the date hereof: (a) The execution and delivery by such Seller Party of this Amendment and the performance of its obligations hereunder and under the Agreement as amended hereby are within its corporate powers and authority and have been duly authorized by all necessary corporate or limited liability company action on its part; (b) this Amendment has been duly executed and delivered by such Seller Party; (c) this Amendment and the Agreement as amended hereby constitute the legally valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (d) as of the date hereof, the representations and warranties set forth in Section 5.1 of the Agreement are true and correct as though made on and as of the date hereof; and (e) as of the date hereof, and after giving effect to this Amendment, no event has occurred and is continuing, or would result from this Amendment, that will constitute an Amortization Event or a Potential Amortization Event.

3.Effectiveness. This Amendment shall become effective as of the Effective Date upon (a) receipt by the Administrative Agent of counterparts hereof, duly executed by each of the parties hereto, and (b) receipt by the Gotham Group of the “upfront fee” described in numbered paragraph 2 of the Gotham Group Fee Letter. Except as expressly amended hereby, the Agreement shall remain unaltered and in full force and effect.

4.Performance Undertaking. The Performance Guarantor hereby affirms that the Performance Undertaking is in full force and effect and unaltered except that references therein to “The Bank of Nova Scotia” shall be deemed to be references to the “Gotham Group.”

5.Miscellaneous.

5.1.CHOICE OF LAW. THIS AMENDMENT (AND THE AGREEMENT AS AMENDED HEREBY) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO) EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE ADMINISTRATIVE AGENT’S OR PURCHASERS’ OWNERSHIP OF OR SECURITY INTEREST IN THE RECEIVABLES AND RELATED SECURITY OR REMEDIES IN RESPECT THEREOF ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

5.2.CONSENT TO JURISDICTION. EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT (OR THE AGREEMENT AS AMENDED HEREBY), AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST ANY AGENT OR ANY PURCHASER OR ANY AFFILIATE OF ANY AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT (OR THE AGREEMENT AS AMENDED HEREBY) SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.

5.3.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AMENDMENT (OR THE AGREEMENT AS AMENDED HEREBY) OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

5.4.Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy).

5.5.Counterparts; Severability. This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic mail attaching an image or .pdf of an executed counterpart shall be effective as delivery of a manually executed counterpart of a signature page to this Amendment. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.

CONVERGYS FUNDING INC., AS SELLER

By: /s/ David R. Wiedwald            

Name: David R. Wiedwald

Title: Treasurer

CONVERGYS CORPORATION, AS SERVICERAND PERFORMANCE GUARANTOR

By: /s/ David R. Wiedwald            

Name: David R. Wiedwald

Title: Treasurer

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., AS A COMMITTED PURCHASER AND AS GOTHAM GROUP AGENT

By: /s/ Richard Gregory Hurst            

Name: Richard Gregory Hurst

Title: Managing Director

GOTHAM FUNDING CORPORATION, AS A PURCHASER

By: /s/ David V. DeAngelis            

Name: David V. DeAngelis

Title: Vice President

WELLS FARGO BANK, N.A., INDIVIDUALLY AS A COMMITTED PURCHASER AND AS ADMINISTRATIVE AGENT

By: /s/ Isaac Washington            

Name: Isaac Washington

Title: Vice President

1

EX-12

Exhibit 12 - Ratio of Earnings to Fixed Charges

CONVERGYS CORPORATION

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

(Amounts in millions)

		For the Twelve Months Ended		For the Twelve Months Ended		For the Twelve Months Ended		For the Twelve Months Ended		For the Twelve Months Ended
		12/31/2017		12/31/2016		12/31/2015		12/31/2014		12/31/2013
	Income from Continuing Operations, net of tax		$121.4		$133.0		$168.4		$116.5		$58.5
	Income tax expense	58.4		52.9		8.6		12.8		72.5
	Interest expense	18.3		18.1		18.2		19.3		11.5
	Portion of rental expense deemed interest	47.8		45.0		43.1		41.7		27.0
	Total earnings		$245.9		$249.0		$238.3		$190.3		$169.5
Fixed Charges:
	Interest expense		$18.3		$18.1		$18.2		$19.3		$11.5
	Portion of rental expense deemed interest	47.8		45.0		43.1		41.7		27.0
	Total fixed charges		$66.1		$63.1		$61.3		$61.0		$38.5
Ratio of Earnings to Fixed Charges		3.7		3.9		3.9		3.1		4.4

EX-21

Exhibit 21 to 2017 10-K
Convergys Corporation Direct and Indirect Subsidiaries
As of 12/31/2017
Entity Name										Jurisdiction
Convergys Corporation										Ohio
	Asset Ohio Fourth Street LLC									Ohio
	Convergys Government Solutions LLC									Ohio
	Convergys Software Service (Beijing) Ltd.									Peoples Republic of China
	Convergys Customer Management Group Inc.									Ohio
		Convergys CMG Insurance Services LLC								Ohio
		Convergys Customer Management Mexico S. de R.L. de C.V. (99%)								Mexico
		Convergys Funding Inc.								Kentucky
		Convergys India Services Private Limited								India
			DigitalThink (India) Pvt. Ltd.							India
		Convergys International Holding Ltd. (0.46%)								Bermuda
		Convergys Learning Solutions LLC								Delaware
		Encore Receivable Management, Inc.								Kansas
		SGS Holdings, Inc. (90.60156%)								Delaware
			Stream Global Services, Inc.							Delaware
				Convergys Global Services El Salvador, S.A. de C.V. (0.1%)						El Salvador
				Stream Holdings Corporation						Delaware
					Convergys International Holding Ltd. (5.04%)					Bermuda
					Stream Florida Inc.					Delaware
						Convergys Ireland Contact Services Limited				Ireland
					Stream Global Services - US, Inc.					Delaware
						Stream Global Services - AZ, Inc.				Arizona
					Stream New York, Inc.					Delaware
					Stream International Inc.					Delaware
						Convergys Global Services Honduras, S.A. (fka Stream Global Services Honduras, S.A.) (0.4%)				Honduras
						Convergys Group Servicios de Apoyo Informatico, S.L.				Spain
						Convergys International Europe B.V.				Netherlands
							Convergys International Holding Ltd. (1.65%)			Bermuda
						Convergys International Holding Ltd. (3.64%)				Bermuda
						Convergys International Inc.				Delaware
								SGS Holdings, Inc. (9.39844%)		Delaware
		Convergys Customer Management International Inc.								Ohio
			Convergys CMG UK Limited							United Kingdom
			Convergys Customer Management Mexico S. de R.L. de C.V. (1%)							Mexico
			Convergys International Holding Ltd. (0.24%)							Bermuda
			PT Convergys Customer Management Indonesia (1%)							Indonesia
			Convergys Customer Management Group Canada Holding Inc.							Delaware
				Convergys Customer Management Delaware LLC						Delaware
				Convergys International Holding Ltd. (88.98%)						Bermuda
					Convergys Global Services El Salvador, S.A. de C.V. (99.9%)					El Salvador
					Stream Global Services Danmark ApS					Denmark
					Convergys Egypt Limited Liability Company (1%)					Egypt
					Convergys International Services Europe B.V.					Netherlands
						Convergys Customer Management Australia Pty Ltd				Australia
						Convergys Customer Management Colombia S.A.S.				Colombia
						Convergys Global Services GmbH				Germany
						Convergys Global Services Honduras, S.A. (99.6%)				Honduras
						Convergys Group Limited				United Kingdom
							Convergys International Sp. Z.o.o. (1%)			Poland
							Stream Tunisie, S.A.R.L. (1%)			Tunisia
						Convergys International Bulgaria EOOD				Bulgaria
						Convergys International Nordic AB				Sweden
						Convergys International Sp. Z.o.o. (99%)				Poland
						Convergys Ireland Limited				Ireland
							SGS Tunisie S.A.R.L. (99%)			Tunisia
							Stream Contact Tunisie S.A.R.L. (99%)			Tunisia
						Convergys Italy S.R.L.				Italy
						PT Convergys Customer Management Indonesia (99%)				Indonesia
						SGS Tunisie S.A.R.L. (1%)				Tunisia
						Stream Contact Tunisie S.A.R.L. (1%)				Tunisia
						Convergys Egypt Limited Liability Company (99%)				Egypt
						Convergys (Mauritius) Ltd				Mauritius
						Stream Tunisie, S.A.R.L. (99%)				Tunisia
						Convergys International GmbH				Germany
							Convergys Verwaltungs GmbH (fka buw Verwaltungs GmbH)			Austria
							Convergys Management Holding GmbH & Co. KG (fka buw Management Holding GmbH & Co. KG)			Germany
								Convergys Wuppertal GmbH (fka buw operations Wuppertal GmbH)		Germany
								Convergys Romania S.R.L. (fka buw Romania S.R.L.) (99.9767%)		Romania
								Convergys Hungary Kft. (fka buw Hungary Telefoninformációs Szolgáltató és Tanácsadó Kft.)		Hungary
								Convergys Osnabrück GmbH (fka buw operations Osnabrück GmbH)		Germany
									Convergys Romania S.R.L. (fka buw Romania S.R.L.) (0.0233%)	Romania
								Convergys Münster GmbH (fka buw operations Münster GmbH)		Germany
								Convergys Rechenzentrum GmbH (fka buw Rechenzentrum GmbH)		Germany
								Convergys Leipzig GmbH (fka buw operations Leipzig GmbH)		Germany
								Convergys Gera GmbH (fka buw operations Gera GmbH)		Germany
									Convergys Halle GmbH (fka buw operations Halle GmbH)	Germany
								Convergys Services GmbH (fka buw services GmbH)		Germany
								Convergys Frankfurt a. M. GmbH fka buw operations Frankfurt a. M. GmbH)		Germany
								Convergys Schwerin GmbH (fka buw operations Schwerin GmbH)		Germany
									Convergys Wismar GmbH (fka buw operations Wismar GmbH)	Germany
								Convergys Beteiligungen GmbH (fka buw Beteiligungen GmbH)		Germany
								Convergys Duisburg GmbH (fka buw operations GmbH)		Germany
									Convergys Düsseldorf GmbH (fka Call 4 performance GmbH)	Germany
						Convergys Netherlands Investments B.V.				Netherlands
							Convergys Services Denmark ApS			Denmark
							Convergys CMG Canada ULC			Nova Scotia, Canada
							Convergys Malaysia Sdn Bhd			Malaysia
							Intervoice Pte Ltd.			Singapore
							Intervoice Limited			United Kingdom
								Intervoice GmbH		Germany
								Convergys South Africa (Pty) Ltd		South Africa
							Convergys Philippines, Inc. (98.4375%)			Philippines
								Convergys Nicaragua, S.A. (0.01%)		Nicaragua
								eTelecare Philippines, Inc.		Philippines
								Convergys Singapore Holdings Pte. Ltd.		Singapore
								Convergys Malaysia (Philippines) Sdn Bhd		Malaysia
							Convergys Global Services Hong Kong Limited			Hong Kong
								Convergys (Suzhou) Information Consulting Co., Limited		China
								Suzhou Ke Wei Xun Information Services Co., Ltd.		China
							Convergys Services Singapore Pte. Ltd.			Singapore
								Stream Business Process Outsourcing South Africa (Proprietary) Ltd.		South Africa
								etelcare Global Solutions - UK, Ltd.		United Kingdom
								Convergys Nicaragua, S.A. (99.99%)		Nicaragua
							Convergys Holdings (GB) Limited			United Kingdom
								Convergys Holdings (UK) Ltd.		United Kingdom
									Convergys Intelligent Contact Ltd.	United Kingdom
						Convergys Philippines, Inc. (0.4673%)				Philippines
		Intervoice, LLC (100%)								Texas
			Edify LLC							Delaware
				Intervoice do Brasil Comerico Servicos e Partipacoes Ltda. (0.000007%)						Brazil
			Intervoice GP, Inc.							Nevada
					Intervoice Limited Partnership (1%)					Nevada
			Intervoice LP, Inc.							Nevada
					Intervoice Limited Partnership (99%)					Nevada
			Intervoice Acquisition Subsidiary, Inc.							Nevada
					Intervoice Colombia Ltda. (6%)					Colombia
			Intervoice Colombia Ltda. (94%)							Colombia
			Intervoice do Brasil Comerico Services e Partipacoes Ltda. (99.999993%)							Brazil
			Brite Voice Systems, LLC							Kansas
• All subsidiaries conduct business under their legal name.

EX-23

Consent of Independent Registered Public Accounting Firm

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

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

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

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

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

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

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

of our reports dated February 21, 2018, with respect to the consolidated financial statements and schedule of Convergys Corporation and the effectiveness of internal control over financial reporting of Convergys Corporation included in this Annual Report (Form 10-K) of Convergys Corporation for the year ended December 31, 2017.

/s/ Ernst & Young LLP

Cincinnati, Ohio

February 21, 2018

EX-24

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine and Jarrod B. Pontius and each of them singly, her attorneys-in-fact and agents, with full power to act without the other, for her and in her name, place and stead, in her capacity as a director of the Company, to execute and file with the Securities and Exchange Commission the Company's annual report on Form 10-K for the year ended December 31, 2017, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done, as fully to all intents and purposes as she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys-in-fact and agents may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 24^th day of January, 2018.

/s/ Cheryl K. Beebe

Cheryl K. Beebe

Director

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine and Jarrod B. Pontius and each of them singly, his attorneys-in-fact and agents, with full power to act without the other, for him and in his name, place and stead, in his capacity as a director of the Company, to execute and file with the Securities and Exchange Commission the Company's annual report on Form 10-K for the year ended December 31, 2017, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done, as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys-in-fact and agents may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24^th day of January, 2018.

/s/ Richard R. Devenuti

Richard R. Devenuti

Director

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine and Jarrod B. Pontius and each of them singly, his attorneys-in-fact and agents, with full power to act without the other, for him and in his name, place and stead, in his capacity as a director of the Company, to execute and file with the Securities and Exchange Commission the Company's annual report on Form 10-K for the year ended December 31, 2017, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done, as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys-in-fact and agents may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24^th day of January, 2018.

/s/ Jeffrey H. Fox

Jeffrey H. Fox

Director

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine and Jarrod B. Pontius and each of them singly, his attorneys-in-fact and agents, with full power to act without the other, for him and in his name, place and stead, in his capacity as a director of the Company, to execute and file with the Securities and Exchange Commission the Company's annual report on Form 10-K for the year ended December 31, 2017, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done, as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys-in-fact and agents may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24^th day of January, 2018.

/s/ Joseph E. Gibbs

Joseph E. Gibbs

Director

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine and Jarrod B. Pontius and each of them singly, her attorneys-in-fact and agents, with full power to act without the other, for her and in her name, place and stead, in her capacity as a director of the Company, to execute and file with the Securities and Exchange Commission the Company's annual report on Form 10-K for the year ended December 31, 2017, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done, as fully to all intents and purposes as she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys-in-fact and agents may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 24^th day of January, 2018.

/s/ Joan E. Herman

Joan E. Herman

Director

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine and Jarrod B. Pontius and each of them singly, his attorneys-in-fact and agents, with full power to act without the other, for him and in his name, place and stead, in his capacity as a director of the Company, to execute and file with the Securities and Exchange Commission the Company's annual report on Form 10-K for the year ended December 31, 2017, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done, as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys-in-fact and agents may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24^th day of January, 2018.

/s/ Robert E. Knowling, Jr.

Robert E. Knowling, Jr.

Director

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine and Jarrod B. Pontius and each of them singly, his attorneys-in-fact and agents, with full power to act without the other, for him and in his name, place and stead, in his capacity as a director of the Company, to execute and file with the Securities and Exchange Commission the Company's annual report on Form 10-K for the year ended December 31, 2017, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done, as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys-in-fact and agents may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24^th day of January, 2018.

/s/ Thomas L. Monahan III

Thomas L. Monahan III

Director

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine and Jarrod B. Pontius and each of them singly, his attorneys-in-fact and agents, with full power to act without the other, for him and in his name, place and stead, in his capacity as a director of the Company, to execute and file with the Securities and Exchange Commission the Company's annual report on Form 10-K for the year ended December 31, 2017, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done, as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys-in-fact and agents may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 24^th day of January, 2018.

/s/ Ronald L. Nelson

Ronald L. Nelson

Director

EX-31.1

Certification

I, Andrea J. Ayers,certify that:

1. I have reviewed this annual report on Form 10-K 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.

February 21, 2018	/s/ Andrea J. Ayers
	Andrea J. Ayers
	Chief Executive Officer

EX-31.2

Certification

I, Andre S. Valentine,certify that:

1. I have reviewed this annual report on Form 10-K 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.

February 21, 2018	/s/ Andre S. Valentine
	Andre S. Valentine
	Chief Financial Officer

EX-32.1

Exhibit 32.1 to 2017 10-K

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

In connection with the Annual Report on Form 10-K of Convergys Corporation (the "Company") for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on February 21, 2018 (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

February 21, 2018

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company 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 Report and shall not be considered filed as part of the Report.

EX-32.2

Exhibit 32.2 to 2017 10-K

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

In connection with the Annual Report on Form 10-K of Convergys Corporation (the "Company") for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on February 21, 2018 (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

February 21, 2018

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company 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 Report and shall not be considered filed as part of the Report.

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Document and Entity Information Document - USD ($)	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2017	Jan. 31, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	CONVERGYS CORP.
Entity Central Index Key	0001062047
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding			91,618,405
Trading symbol	cvg
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float		$ 2,218,200,540

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Consolidated Statements Of Income - USD ($) shares in Millions, $ in Millions		12 Months Ended
		Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Revenues		$ 2,792.1	$ 2,913.6	$ 2,950.6
Operating Costs and Expenses:
Cost of providing services and products sold	[1]	1,734.9	1,843.1	1,871.9
Selling, general and administrative expenses		699.0	695.4	687.0
Depreciation		105.1	122.2	141.5
Amortization		28.9	28.1	27.0
Restructuring charges		23.2	3.7	7.2
Transaction and integration costs		3.8	6.5	11.3
Total costs and expenses		2,594.9	2,699.0	2,745.9
Operating Income (Loss)		197.2	214.6	204.7
Other income (expense), net		0.9	(10.6)	(9.5)
Interest expense		(18.3)	(18.1)	(18.2)
Income (loss) before income taxes		179.8	185.9	177.0
Income tax expense		58.4	52.9	8.6
Income from continuing operations, net of tax		121.4	133.0	168.4
Income (loss) from discontinued operations, net of tax		0.0	(10.0)	(0.6)
Net Income (Loss)		$ 121.4	$ 143.0	$ 169.0
Basic Earnings (Loss) per share:
Continuing operations		$ 1.30	$ 1.39	$ 1.72
Discontinued operations		0.00	0.10	0.01
Net basic earnings (loss) per share		1.30	1.49	1.73
Diluted Earnings (Loss) per share:
Continuing operations		1.22	1.30	1.60
Discontinued operations		0.00	0.10	0.01
Net diluted earnings (loss) per share		$ 1.22	$ 1.40	$ 1.61
Weighted average common shares outstanding:
Basic		93.2	95.8	98.1
Diluted		99.9	102.5	104.7
Common Stock, Dividends, Per Share, Declared		$ 0.39	$ 0.35	$ 0.31

[1] Exclusive of depreciation and amortization, with the exception of amortization of deferred charges.

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Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Net Income (Loss)	$ 121.4	$ 143.0	$ 169.0
Foreign currency translation adjustments	21.2	(18.4)	(37.1)
Change related to pension liability, net of tax	(9.9)	5.8	9.8
Unrealized gain (loss) on hedging activities, net of tax	35.9	0.6	(7.8)
Total other comprehensive income (loss)	47.2	(12.0)	(35.1)
Total Comprehensive Income (Loss)	168.6	131.0	133.9
Tax (expense) benefit, pension liability	(2.3)	(3.5)	(3.2)
Tax (expense) benefit, unrealized (loss) gain on hedging activities	$ (19.3)	$ (0.4)	$ 4.9

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Consolidated Statement of Comprehensive Income Parenthetical (Parentheticals) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Statement of Comprehensive Income Parenthetical [Abstract]
Tax (expense) benefit, pension liability	$ (2.3)	$ (3.5)	$ (3.2)
Tax (expense) benefit, unrealized (loss) gain on hedging activities	$ (19.3)	$ (0.4)	$ 4.9

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Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Assets
Cash and cash equivalents	$ 193.7	$ 138.8
Short-term Investments	13.5	12.4
Receivables, net of allowances of $4.8 and $5.8	567.2	555.0
Prepaid expenses	35.9	38.6
Other current assets	47.4	40.0
Total current assets	857.7	784.8
Property and equipment, net	260.0	304.1
Goodwill	937.9	916.9
Other intangibles, net	287.3	307.6
Deferred income tax asset	21.3	17.7
Other assets	50.5	40.7
Total Assets	2,414.7	2,371.8
Liabilities and Shareholders' Equity
Debt and capital lease obligations maturing within one year	0.9	1.8
Payables and other current liabilities	322.1	345.8
Total current liabilities	323.0	347.6
Long-term debt and capital lease obligations	267.7	297.0
Deferred income tax liabilities	222.6	197.8
Accrued pension liabilites	94.7	80.3
Other long-term liabilities	69.5	71.9
Total liabilities	977.5	994.6
Convertible debentures conversion feature	59.5	61.3
Shareholders' Equity
Preferred shares - without par value, 5.0 authorized; none outstanding	0.0	0.0
Common shares - without par value, 500.0 authorized; 92.5 and 191.0 issued, 91.8 and 94.7 outstanding, as of December 31, 2017 and December 31, 2016, respectively	2.5	1,110.0
Treasury Stock - 0.6 shares in 2017 and 96.3 in 2016	(16.0)	(1,635.3)
Retained earnings	1,457.8	1,955.0
Accumulated other comprehensive loss	(66.6)	(113.8)
Total shareholders' equity	1,377.7	1,315.9
Total Liabilities and Shareholders' Equity	$ 2,414.7	$ 2,371.8

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Balance Sheet Parenthetical (Parentheticals) - USD ($) shares in Millions, $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Allowance for Doubtful Accounts Receivable, Current	$ 4.8	$ 5.8
Preferred Stock, Value, Issued	$ 0.0	$ 0.0
Preferred Stock, Shares Authorized	5.0	5.0
Preferred Stock, Shares Outstanding	0.0	0.0
Common Stock, Par or Stated Value Per Share	$ 0.0	$ 0.0
Common Stock, Shares Authorized	500.0	500.0
Common Stock, Shares, Issued	92.5	191.0
Common Stock, Shares, Outstanding	91.8	94.7
Treasury Stock, Shares	0.6	96.3

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Consolidated Statements Of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$ 121.4	$ 143.0	$ 169.0
Income from discontinued operations, net of tax	0.0	10.0	0.6
Income from continuing operations, net of tax	121.4	133.0	168.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	134.0	150.3	168.5
Deferred income tax expense (benefit)	2.6	9.9	4.6
Stock compensation expense	16.6	17.4	15.7
Changes in assets and liabilities:
Change in receivables	(18.7)	18.3	(34.6)
Change in other current assets	6.5	(5.0)	(9.9)
Change in deferred charges, net	(0.1)	1.2	1.8
Change in other assets and liabilities	5.2	(14.3)	(35.2)
Change in payables and other current liabilities	(4.5)	(5.4)	(30.0)
Net cash provided by operating activities	263.0	305.4	249.3
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(58.5)	(87.0)	(109.2)
Proceeds from disposition of assets	0.7	0.0	0.0
Purchase of short-term and other investments	0.0	(0.8)	0.0
Proceeds from maturity of short-term investments	0.0	0.0	0.8
Acquisitions, net of cash acquired	0.0	(137.9)	0.0
Net cash used in investing activities	(57.8)	(225.7)	(108.4)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of other long-term debt	100.0	0.0	0.0
Repayments of other long-term debt (term loan and capital lease obligations)	(216.6)	(3.1)	(57.5)
Proceeds from Asset Securitization Facility	731.4	961.0	822.0
Repayments of Asset Securitization Facility	(648.4)	(1,001.0)	(802.0)
Repurchase of common shares	(82.2)	(71.6)	(72.5)
Proceeds from exercise of stock options	1.1	0.6	3.3
Payments of Dividends	(35.6)	(32.7)	(29.6)
Excess tax benefit from share-based payment arrangements	0.0	1.2	1.2
Net cash (used in) provided by financing activities	(150.3)	(145.6)	(135.1)
Net (decrease) increase in cash and cash equivalents	54.9	(65.9)	5.8
Cash and cash equivalents at beginning of period	138.8	204.7	198.9
Cash and cash equivalents at end of period	193.7	138.8	204.7
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	15.4	14.9	15.0
Income taxes paid, net of refunds	$ 37.3	$ 55.8	$ 42.8

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Consolidated Statements of Shareholders' Equity - USD ($) shares in Millions, $ in Millions	Total	Common Stock [Member]	Common Stock Including Additional Paid in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]
Balance (shares) at Dec. 31, 2014		189.8
Balance at Dec. 31, 2014	$ 1,227.2		$ 1,077.5	$ (1,491.2)	$ 1,707.6	$ (66.7)
Issuance of common shares (shares)		0.6
Tax related to share-based arrangements, net of excess tax benefits	(2.4)		(2.4)
Proceeds from exercise of stock options	3.3		3.3
Repurchase of common shares	(72.5)			(72.5)
Net income	169.0				169.0
Other comprehensive loss	(35.1)					(35.1)
Cash dividends declared	(30.4)				(30.4)
Amortization of stock-based compensation	15.7		15.7
Convertible notes conversion feature	1.4		1.4
Balance (shares) at Dec. 31, 2015		190.4
Balance at Dec. 31, 2015	1,276.2		1,095.5	(1,563.7)	1,846.2	(101.8)
Issuance of common shares (shares)		0.6
Tax related to share-based arrangements, net of excess tax benefits	(5.1)		(5.1)
Proceeds from exercise of stock options	0.6		0.6
Repurchase of common shares	(71.6)			(71.6)
Net income	143.0				143.0
Other comprehensive loss	(12.0)					(12.0)
Cash dividends declared	(34.2)				(34.2)
Amortization of stock-based compensation	17.4		17.4
Convertible notes conversion feature	1.6		1.6
Balance (shares) at Dec. 31, 2016		191.0
Balance at Dec. 31, 2016	1,315.9		1,110.0	(1,635.3)	1,955.0	(113.8)
Issuance of common shares (shares)		0.6
Treasury Stock, Shares, Retired		(99.1)
Treasury Stock, Retired, Cost Method, Amount	0.0		(1,120.8)	(1,702.0)	(581.2)
Tax related to share-based arrangements, net of excess tax benefits	(6.2)		(6.2)
Proceeds from exercise of stock options	1.1		1.1
Repurchase of common shares	(81.6)			(81.6)
Net income	121.4				121.4
Other comprehensive loss	47.2					47.2
Cash dividends declared	(36.8)				(36.8)
Amortization of stock-based compensation	16.6		16.6
Convertible notes conversion feature	1.8		1.8
Balance (shares) at Dec. 31, 2017		92.5
Balance at Dec. 31, 2017	1,377.7		$ 2.5	$ (16.0)	1,457.8	$ (66.6)
Cumulative Effect of New Accounting Principle in Period of Adoption	$ (0.6)				$ 0.6

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Background And Basis Of Presentation

12 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Background and Basis of Presentation

BACKGROUND AND BASIS OF PRESENTATION

Convergys Corporation is a global leader in customer experience outsourcing, focused on bringing value to its clients through every customer interaction. As of December 31, 2017, Convergys had approximately 115,000 employees in 33 countries, interacting with our clients’ customers in 58 languages. In order to help clients serve their customers, Convergys operates 140 contact centers. Convergys leverages its geographic footprint and comprehensive capabilities to help leading companies create quality customer experiences across multiple interaction channels, such as voice, chat, email and interactive voice response.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and U.S. Securities and Exchange Commission regulations. The Consolidated Financial Statements include the accounts of the Company’s majority-owned subsidiaries. All material intercompany accounts and transactions are eliminated upon consolidation.

Reclassification

Certain prior year balances in the Consolidated Statements of Income have been reclassified to conform to the current year presentation. For the year ended December 31, 2016, the Company reclassified certain expenses related to the acquired buw operations. This resulted in a $17.9 decrease to Cost of providing services and products sold and an offsetting $17.9 increase to Selling, general and administrative expense on the Consolidated Statement of Income for the year ended December 31, 2016. The reclassification adjustment resulted in no other impacts to the Company’s Consolidated Financial Statements and is not deemed to be material.

See New Accounting Pronouncements below for discussion of other prior period reclassifications that resulted from the Company’s adoption of ASU 2017-07.

Use of Estimates, Risks and Uncertainties

The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. These estimates include, but are not limited to, project completion dates, time and cost required to complete projects for purposes of revenue recognition and future revenue, expense and cash flow estimates for purposes of impairment analysis, loss contract evaluation, and the Company’s accounting for income taxes. Actual results could differ from those estimates.

The Company’s results are affected by economic, political, legislative, regulatory and legal actions. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries insurance in an amount and scope that the Company believes are appropriate, the Company could be adversely affected by civil, criminal, regulatory or administrative actions, claims or proceedings.

Foreign Currency Translation

Assets and liabilities of non-U.S. operations are translated to U.S. dollars at year-end exchange rates. Revenues and expenses are translated at average exchange rates for the related period. Translation adjustments are accumulated and reflected as adjustments to other comprehensive (loss) income, a component of Shareholders’ Equity, and included in net earnings only upon sale or liquidation of the underlying foreign subsidiary. Gains or losses resulting from foreign exchange transactions related to balance sheet positions are recorded in the Consolidated Statements of Income within Other income (expense), net.

Revenue Recognition

Revenues mostly consist of fees generated from outsourced services provided to the Company’s clients. More than 95% of the Company’s revenues are derived from agent-related services. The Company typically recognizes these revenues as services are performed based on staffing hours or the number of contacts handled by service agents using contractual rates. The remaining revenues are derived from the sale of premise-based and hosted 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 services are provided over the duration of the contract using contractual rates. These contracts are typically one year or less in duration.

Revenues are recognized only when the services are performed, there is evidence of an arrangement, the Company determines that the fee is fixed and determinable and collection of the fee included in the arrangement is considered probable. When determining whether the fee is considered fixed and determinable and collection is probable, the Company considers a number of factors including the creditworthiness of the client and the contractual payment terms. If a client is not considered creditworthy, recognition of all revenue under arrangements with that client is deferred until receipt of cash. If payment terms extend beyond what is considered customary or standard in the related industry and geographic location, recognition of the revenue is deferred until the related fees become due and payable.

Certain contracts have performance-related bonus provisions that require the client to pay us a bonus based upon our meeting agreed-upon service levels and performance metrics. These bonuses are recognized only after required measurement targets are met and the other criteria for recognition are satisfied.

Stock-Based Compensation

The Company accounts for stock-based payment transactions in which the Company receives employee services in exchange for equity instruments of the Company. Stock-based compensation cost for restricted stock units and performance restricted stock units is measured based on the closing fair market value of the Company’s common shares on the date of grant. The Company recognizes stock-based compensation cost as expense for awards other than its performance-based restricted stock units ratably on a straight-line basis over the requisite service period. The Company recognizes stock-based compensation cost associated with its performance based restricted stock units over the requisite service period if it is probable that the performance conditions will be satisfied. The Company accounts for expense reductions that result from the forfeiture of unvested awards in the period that the forfeitures occur.

Income Taxes

The provision for income taxes includes taxes paid, currently payable or receivable, and those deferred. The Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries and, as a result, previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. The 2017 Tax Act also includes a new minimum tax on global intangible low-tax income, which the Company will recognize as period costs when incurred. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to be settled or realized.

The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical pre-tax and taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and the Company’s tax methods of accounting.

The Company also reviews its tax activities and evaluates uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit, which is the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense.

Other Comprehensive Income (Loss)

Components of other comprehensive income (loss) include currency translation adjustments, changes related to pension liabilities, net of tax, and unrealized gains (losses) on hedging activities, net of tax. Foreign currency translation adjustments generally are not adjusted for income taxes as they relate to indefinite investments in non-U.S. operations. Accumulated other comprehensive income (loss) also includes, net of tax, actuarial gains or losses, prior service costs or credits and transition assets and obligations that are not recognized currently as components of net periodic pension cost.

Concentration of Credit Risk

In the normal course of business, the Company is exposed to credit risk. The principal concentrations of credit risk are cash and cash equivalents, short-term investments, accounts receivable and derivative instruments. The Company regularly monitors and reviews identified credit risk exposures. Historically, credit losses on accounts receivable have not been material because of the large concentration of revenues with a small number of large, established companies. The Company does not require collateral or other security to support accounts receivable. The Company evaluates the creditworthiness of its clients in conjunction with its revenue recognition processes, as discussed above, as well as through its ongoing collectability assessment processes for accounts receivable. The Company maintains an allowance for doubtful accounts receivable based upon factors surrounding the credit risk of specific clients, historical trends and other information. The Company limits its counterparty credit risk exposures by entering into derivative contracts with financial institutions that are investment grade rated.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less.

Receivables and Allowance for Doubtful Accounts

Trade receivables are comprised primarily of amounts owed to the Company by clients and are presented net of an allowance for doubtful accounts of $4.8 and $5.8 at December 31, 2017 and 2016, respectively. Contracts with individual clients determine when receivables are due, generally within 30 to 60 days, and whether interest is accrued on late payments.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company regularly reviews the adequacy of its allowance for doubtful accounts. The Company determines the allowance based on historical write-off experience and current economic conditions and also considers factors such as customer credit, past transaction history with the customer and changes in customer payment terms when determining whether the collection of a receivable is reasonably assured. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Property and Equipment

Property and equipment are stated at cost. Depreciation is based on the straight-line method over the estimated useful lives of the assets. Buildings are generally depreciated over a 30-year life, software over a three- to ten-year life and equipment generally over a three- to five-year life. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Depreciation expense for assets held under capital leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. Included within Property and equipment is initial cost of $3.5 related to assets under capital lease arrangements.

The Company reviews property and equipment asset groups for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company monitors these changes and events on at least a quarterly basis. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset group, or a current expectation that an asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the property and equipment asset groups, as well as specific appraisals in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other property and equipment asset groups. If the future undiscounted cash flows result in a value that is less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Various factors that the Company uses in determining the impact of these assessments include the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such asset groups, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Because judgment is involved in determining the fair value of property and equipment asset groups, there is risk that the carrying value of these assets may require adjustment in future periods.

Internal Use Software

The Company capitalizes certain expenditures for software that is purchased or internally developed for use in the business. During 2017, 2016, and 2015, amounts capitalized for internally developed software were $2.0, $3.7 and $14.2, respectively. Amortization of internal use software begins when the software is ready for service and continues on the straight-line method over the estimated useful life, generally ranging from three to ten years.

Business Combinations

Accounting for acquisitions requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with corresponding adjustments to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Refer to Note 3 of the Notes to Consolidated Financial Statements for a discussion of the buw acquisition.

Goodwill and Other Intangibles

As discussed more fully in Note 6, goodwill is reviewed at the reporting unit level for impairment as of October 1 of each year and at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable.

The first step of the impairment test compares the fair value of a reporting unit with its carrying amount, including the goodwill allocated to the reporting unit (Step 1). If the fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not to be impaired and no further analysis is necessary. If the carrying amount of the reporting unit exceeds the fair value, there is an indication of potential impairment and a second step of testing is performed to measure the amount of the impairment, if any, for that reporting unit.

When required, the second step compares the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of the net assets and identifiable intangibles as if the reporting unit were being acquired. Any excess of the carrying value of the reporting unit goodwill over the implied fair value of the reporting unit goodwill will be recorded as an impairment loss. An impairment charge recognized cannot exceed the amount of goodwill allocated to a reporting unit and cannot be reversed subsequently even if the fair value of the reporting unit recovers.

Fair value of the reporting unit is determined using the income approach with corroboration from the market approach. Under the market approach, fair value is based on revenue and earnings multiples for guideline public companies in the reporting unit’s peer group. The market approach requires judgment regarding the selection of guideline companies. Under the income approach, value is dependent on the present value of net cash flows to be derived from ownership of the reporting unit. The income approach requires significant judgment including estimates about future cash flows and discount rates.

Other intangibles, primarily customer relationship assets and trademarks, are amortized over a straight-line basis with estimated useful lives ranging from one to seventeen years and are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amounts.

Postemployment Benefits

The funded status of the Company’s pension and other postretirement benefit plans is recognized in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at December 31, the measurement date. For defined benefit pension plans, the benefit obligation is the projected benefit obligation (PBO) and, for the other postretirement benefit plans, the benefit obligation is the accumulated postretirement benefit obligation (APBO). The PBO represents the actuarial present value of benefits expected to be paid upon retirement. For active plans, the present value reflects estimated future compensation levels. The APBO represents the actuarial present value of postretirement benefits attributed to employee services already rendered. The fair value of plan assets represents the current market value of assets held by an irrevocable trust fund for the sole benefit of participants. The measurement of the benefit obligation is based on the Company’s estimates and actuarial valuations. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain key assumptions that require significant judgment, including, but not limited to, estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates. For additional information regarding plan assumptions and the current financial position of the Company’s pension and other postretirement plans, see Note 9.

The Company provides severance benefits to certain employees. The Company accrues the benefits when it becomes probable that such benefits will be paid and when sufficient information exists to make reasonable estimates of the amounts to be paid.

Government Grants

From time to time, the Company receives grants from local or state governments as an incentive to locate or retain operations in their jurisdictions. Depending on the arrangement, the grants are either received up-front or at the time the Company achieves the milestones set forth in the grant. The Company’s policy is to record the grant funds received as deferred credit and to amortize the deferred credit as a reduction of cost of providing services and products sold or selling, general and administrative expense as the milestones are met over the term of the grant.

Derivative Instruments

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 and interest rates. The Company currently uses only cash flow hedges. These instruments are hedges of forecasted transactions or of the variability of cash flows to be received or paid related to a recognized asset or liability. The Company generally enters into hedging contracts expiring within 36 months as hedges of anticipated cash flows denominated in foreign currencies. These contracts are entered into to protect against the risk that the eventual cash flows resulting from such transactions will be adversely affected by changes in exchange rates. In using derivative financial instruments to hedge exposures to changes in exchange rates, the Company exposes itself to counterparty credit risk.

All derivatives, including foreign currency exchange contracts, are recognized in the Consolidated Balance Sheets at fair value. Fair values for the Company’s derivative financial instruments are based on quoted market prices of comparable instruments or, if none are available, on pricing models or formulas using current assumptions. On the date the derivative contract is entered into, the Company determines whether the derivative contract qualifies for designation as a hedge. For derivatives that are designated as hedges, the Company further designates the hedge as either a fair value or cash flow hedge; all currently existing hedges have been designated as cash flow hedges. Changes in the fair value of derivatives that are highly effective and designated as cash flow hedges are reported as a component of Other Comprehensive (Loss) Income and reclassified into earnings in the same line-item associated with the forecasted transaction and in the same periods during which the hedged transaction impacts earnings. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedging activities. This process includes linking all derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to forecasted transactions, respectively. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively.

The Company also periodically enters into hedging contracts that are not designated as hedges. The purpose of the majority 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. The Company records changes in the fair value of these derivative instruments in the Consolidated Statements of Income within Other income, net.

Investments

Management determines the appropriate classification of securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Currently all investment securities are classified as trading, and are reported within short-term investments in the Consolidated Balance Sheets. Trading 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 is included in Other income (expense), net.

Fair Value Measurements

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

New Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-04, “Simplifying the Test for Goodwill Impairment.” This ASU eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. Goodwill impairment charges, if any, would be determined by the difference between a reporting unit's carrying value and its fair value (impairment loss is limited to the carrying value). This standard is effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs.” This ASU requires the service component of pension and other postretirement benefit costs to be presented in the same line item as other employee compensation costs on the consolidated statement of income; however, the other components of net benefit cost are required to be presented outside of operating income within the consolidated statements of income. The Company retrospectively adopted this ASU on January 1, 2017. The impact of the adoption on balances previously reported as of December 31, 2016 and 2015 were as follows:

	Year Ended December 31, 2016
Consolidated Statement of Income Caption	Previously Reported			Change			Currently Reported
Cost of providing services and products sold		$1,848.0			($4.9	)		$1,843.1
Selling, general and administrative		$700.2			($4.8	)		$695.4
Total costs and expenses		$2,708.7			($9.7	)		$2,699.0
Operating Income		$204.9			$9.7			$214.6
Other income (expense), net		($0.9	)		($9.7	)		($10.6	)

	Year Ended December 31, 2015
Consolidated Statement of Income Caption	Previously Reported		Change			Currently Reported
Cost of providing services and products sold		$1,877.5		($5.6	)		$1,871.9
Selling, general and administrative		$691.7		($4.7	)		$687.0
Total costs and expenses		$2,756.2		($10.3	)		$2,745.9
Operating Income		$194.4		$10.3			$204.7
Other income (expense), net		$0.8		($10.3	)		($9.5	)

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU is intended to simplify accounting for share-based payments and requires that excess tax benefits for share-based payments be recorded as a reduction of income tax expense and reflected within operating cash flows rather than being recorded within equity and reflected within financing cash flows. The ASU also provides the option to recognize forfeitures as they occur rather than estimating the number of awards expected to be forfeited. The Company adopted this ASU as of January 1, 2017 and applied the new guidance related to excess tax benefits on a prospective basis. The Company elected to account for forfeitures of share-based payments as they occur and does not apply estimated forfeiture rates. As a result of this election, the Company recorded a $0.6 cumulative effect adjustment to the retained earnings balance as of January 1, 2017 for outstanding awards based on the difference between the fair value of awards historically expected to be forfeited and the fair value of awards actually forfeited.

In February 2016, the FASB issued ASU 2016-02, “Leases.” This ASU will require lessees to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as finance leases or operating leases. The Company will adopt this standard on January 1, 2019 and is currently assessing the effect that adoption of the new standard will have on its consolidated financial statements. The Company currently expects adoption of this standard will result in a material increase to the assets and liabilities on the Consolidated Balance Sheets.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This ASU requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. This ASU was effective for interim and annual periods beginning after December 15, 2015 and was required to be applied retrospectively. The Company adopted this ASU as of March 31, 2016, which resulted in the reclassification of $1.5 of debt issuance costs included in other current assets and other non-current assets to long-term debt and capital lease obligations on the Consolidated Balance Sheet as of December 31, 2015. As of December 31, 2016, $1.4 of debt issuance costs are reducing the carrying amount of the Company’s long-term debt.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The standard applies one comprehensive revenue recognition model across all contracts, entities and sectors. The core principal of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard includes cost guidance, whereby all direct and incremental costs to obtain or fulfill a contract will be capitalized and amortized over the corresponding period of benefit, determined on a contract by contract basis. The Company adopted this standard on January 1, 2018. The largest impacts to the Company’s financial statements will result from the new qualitative and quantitative disclosures that will be required upon adoption of the new standard, and the capitalization of certain direct and incremental contract costs. The Company will apply the modified retrospective adoption alternative for this standard and anticipates recognizing a cumulative effect adjustment of approximately $4.0 to retained earnings as of January 1, 2018, which reflects the deferral of contract costs. We have concluded that the new standard will not have an impact on the timing or revenue recognition pattern of any of our identified revenue streams.

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Business Combination Business Combination (Notes)

12 Months Ended

Dec. 31, 2017

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

BUSINESS COMBINATIONS

buw Acquisition

On August 1, 2016, the Company acquired buw, a leader in the German customer care industry. The acquisition added 16 sites and approximately 6,000 employees spread across Germany, Hungary and Romania into Convergys’ global operations. The total purchase price, net of cash acquired, was $137.9, which was funded using available cash and cash equivalents.

Purchase Price Allocation

The Company accounted for buw using the acquisition method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the values of the assets acquired and liabilities assumed at the date of acquisition:

	August 1, 2016
Assets:
Receivables		$35.3
Other current assets	2.5
Property and equipment	6.9
Goodwill	98.5
Intangible assets	22.7
Other assets	0.3
Liabilities:
Accounts payable	(0.8		)
Accrued expenses	(15.0		)
Deferred tax - net	(6.7		)
Other long-term liabilities	(5.8		)
Total purchase price		$137.9

As of September 30, 2017, the purchase price allocation for the acquisition was final. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the synergistic benefits that are expected to be realized from the acquisition. The benefits primarily include an expanded geographic footprint in Germany and Eastern Europe. None of the goodwill is deductible for income tax purposes and was entirely allocated to the Customer Management - Agent Services reporting unit.

Intangible Assets Identified

The following details the total intangible assets identified:

			Life
Intangible asset type	Value		(years)
Customer relationship		$22.0	10
Trade name	0.7		1
Total		$22.7

The fair value of the customer relationship asset was determined using the income approach through an excess earnings analysis, with projected earnings being discounted at a rate of 13.2%. The customer relationship intangible asset represents relationships between buw and its customers. Convergys applied the income approach through a relief-from-royalty analysis to determine the fair value of the buw trade name asset. The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors.

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Divestitures

12 Months Ended

Dec. 31, 2017

Discontinued Operations and Disposal Groups [Abstract]

Divestitures

DIVESTITURES AND DISCONTINUED OPERATIONS

Information Management

On May 16, 2012, the Company completed the sale of its Information Management line of business to NEC Corporation. The results of the Information Management business have been classified as discontinued operations, net of tax, for all periods presented.

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Earnings (Loss) Per Share and Shareholders' Equity

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Earnings (Loss) Per Share and Shareholder's 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
Shares (in millions)	Shares	Net Income		Per Share Amount			Net Income		Per Share Amount		Per Share Amount
2017:
Basic EPS	93.2		$121.4		$1.30			$—		$—		$1.30
Effect of dilutive securities:
Stock-based compensation arrangements	0.8	—		(0.01		)	—		—		(0.01		)
Convertible Debt	5.9	—		(0.07		)	—		—		(0.07		)
Diluted EPS	99.9		$121.4		$1.22			$—		$—		$1.22
2016:
Basic EPS	95.8		$133.0		$1.39			$10.0		$0.10		$1.49
Effect of dilutive securities:
Stock-based compensation arrangements	0.8	—		(0.01		)	—		—		(0.01		)
Convertible Debt	5.9	—		(0.08		)	—		—		(0.08		)
Diluted EPS	102.5		$133.0		$1.30			$10.0		$0.10		$1.40
2015:
Basic EPS	98.1		$168.4		$1.72			$0.6		$0.01		$1.73
Effect of dilutive securities:
Stock-based compensation arrangements	0.8	—		(0.03		)	—		—		(0.03		)
Convertible Debt	5.8	—		(0.09		)	—		—		(0.09		)
Diluted EPS	104.7		$168.4		$1.60			$0.6		$0.01		$1.61

The diluted EPS calculation for 2017 excludes 0.3 and 0.3 of performance-based restricted stock units granted in 2017 and 2016, respectively, as performance criteria have not yet been fully defined, thereby precluding a grant for accounting purposes due to a lack of a mutual understanding of the terms of the stock-based awards.

The diluted EPS calculation for 2017 includes 5.9 shares associated with the Company’s convertible debt. As described more fully in Note 7, during 2009, 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 were convertible, subject to certain conditions, into shares of the Company’s common stock at an initial implied conversion price of approximately $12.07 per share, or eighty-two and eighty-two hundredths shares per one thousand dollars in principal amount of debentures. The conversion rate is subject to adjustment for certain events outlined in the indenture governing the 2029 Convertible Debentures (the Indenture), including payment of dividends. As of December 31, 2017, the implied conversion price for the 2029 Convertible Debentures was approximately $11.16 per share, or eighty-nine and fifty-nine hundredths shares per one thousand dollars in principal amount of debentures.

Shareholders’ Equity

The Company repurchased 3.4 of its common shares during the year ended December 31, 2017 at an average price of $23.67 per share for a total of $81.6. Based upon timing of transactions, $0.9 of the shares repurchased during December 2016 settled during the first quarter of 2017. Additionally, $0.3 of the shares repurchased during December 2017 had not settled as of December 31, 2017. The Company repurchased 2.7 of its common shares during the year ended December 31, 2016. Below is a summary of the Company’s share repurchases during 2017, 2016 and 2015:

	Shares	Cost
2017	3.4		$81.6
2016	2.7		$71.6
2015	3.1		$72.5

At December 31, 2017, the Company had the authority to repurchase $61.5 of outstanding common shares pursuant to the Board of Directors’ August 2015 authorization to increase the remaining authorized share repurchases to $250.0 in the aggregate. The timing and terms of any future transactions will depend on a number of considerations including market conditions, our available liquidity and capital needs, and limits on share repurchases that may be applicable under the covenants in our Credit Agreement.

Preferred Shares

The Company is authorized to issue up to 4.0 voting preferred shares, and 1.0 nonvoting preferred shares. At December 31, 2017 and 2016, there were no preferred shares issued or outstanding.

Dividends

During 2016 and 2017, the Company’s Board of Directors declared the following dividends per common share, which were paid by the Company on the payment dates listed below:

Announcement Date	Record Date	Dividend Amount	Payment Date
February 23, 2016	March 24, 2016	$0.08	April 8, 2016
May 9, 2016	June 24, 2016	$0.09	July 8, 2016
August 8, 2016	September 23, 2016	$0.09	October 7, 2016
November 8, 2016	December 23, 2016	$0.09	January 6, 2017
February 22, 2017	March 24, 2017	$0.09	April 7, 2017
May 8, 2017	June 23, 2017	$0.10	July 7, 2017
August 8, 2017	September 22, 2017	$0.10	October 6, 2017
November 7, 2017	December 22, 2017	$0.10	January 5, 2018

On February 21, 2018, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.10 per common share to be paid on April 6, 2018 to shareholders of record as of March 23, 2018.

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 and Long-Lived Assets

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Other Intangible Assets and Long-Lived Assets

GOODWILL AND OTHER INTANGIBLE AND LONG-LIVED ASSETS

Goodwill

The Company tests goodwill for impairment annually as of October 1 and at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. Goodwill impairment testing is performed at the reporting unit level, one level below the business segment. The Company’s reporting units are Customer Management - Agent Services and Customer Management - Customer Interaction Technology (CIT). As of December 31, 2017 and 2016, all goodwill was held by the Customer Management - Agent Services reporting unit. During 2012, the Company fully impaired the remaining goodwill balance for the CIT reporting unit. Including the 2012 impairment, cumulative CIT goodwill impairment charges totaled $212.5.

The most recent annual impairment test performed as of October 1, 2017, indicated that the fair value of the Customer Management - Agent Services reporting unit was substantially in excess of its carrying value. However, impairment charges could be required if a divestiture decision is made or other significant economic events occur with respect to the reporting unit. Subsequent to our October 1, 2017 annual impairment test, no indications of an impairment were identified.

Below is a progression of goodwill for 2017 and 2016:

Balance at December 31, 2015		$830.3
buw acquisition - preliminary purchase price allocation	98.3
Foreign currency and other	(11.7		)
Balance at December 31, 2016		$916.9
buw acquisition - measurement period adjustments	0.2
Foreign currency and other	20.8
Balance at December 31, 2017		$937.9

Other Intangible Assets

The Company’s other intangible assets, primarily acquired through business combinations, are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amounts. No impairment charges were recognized in any period presented. As of December 31, 2017 and 2016, the Company’s other intangible assets consisted of the following:

2017	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships and other intangibles		$484.6		($198.0	)		$286.6
Trademarks	27.0		(26.3		)	0.7
Software (classified within Property and equipment, net)	41.3		(41.3		)	—
Total		$552.9		($265.6	)		$287.3
2016
Customer relationships and other intangibles		$474.0		($171.4	)		$302.6
Trademarks	26.5		(21.5		)	5.0
Software (classified within Property and equipment, net)	41.3		(41.3		)	—
Total		$541.8		($234.2	)		$307.6

The intangible assets are being amortized using the following amortizable lives: 1 to 4 years for trademarks and 1 to 17 years for customer relationships and other intangibles. The remaining weighted average amortization period for customer relationships and other intangibles is approximately 13.0 years. Amortization of software is included within depreciation expense as the underlying assets are classified within property and equipment.

Amortization expense for intangibles was $28.9, $28.1 and $27.0 for the years ended December 31, 2017, 2016 and 2015, respectively, and the related estimated expense for the five subsequent fiscal years is as follows:

For the year ended 2018		$24.9
For the year ended 2019	24.2
For the year ended 2020	23.6
For the year ended 2021	21.9
For the year ended 2022	21.6
Thereafter	171.1

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Debt And Capital Lease Obligation

12 Months Ended

Dec. 31, 2017

Long-term Debt and Capital Lease Obligations [Abstract]

Debt and Capital Lease Obligations

DEBT AND CAPITAL LEASE OBLIGATIONS

As of December 31, 2017 and 2016, debt and capital lease obligations consisted of the following:

	At December 31,
	2017			2016
Term Loan, due 2019		$99.3			$212.9
Convertible Debentures, due 2029	65.5			63.7
Capital Lease Obligations	2.1			3.6
Accounts Receivable Securitization	103.0			20.0
Total debt	269.9			300.2
Less debt issuance costs	1.3			1.4
Total debt, net	268.6			298.8
Less current maturities	0.9			1.8
Long-term debt		$267.7			$297.0
Weighted average effective interest rates:
Term Loan, due 2019	3.6		%	3.0		%
Accounts Receivable Securitization	1.9		%	1.7		%
Convertible Debentures, due 2029	7.2		%	7.0		%

Credit Facility

On January 11, 2017 (the Effective Date), the Company entered into a new credit agreement (Credit Agreement) and repaid all amounts outstanding and terminated all commitments under its previously existing credit agreement (Prior Credit Agreement) using initial borrowings under the Credit Agreement as well as borrowings under the Company’s asset securitization facility. The Credit Agreement consists of a $215.0 unsecured term loan facility (Term Loan), maturing on March 3, 2019, and a $300.0 unsecured revolving credit facility (Revolving Credit Facility), maturing on January 11, 2022. On the Effective Date, the Company drew $100.0 in initial borrowings under the Term Loan. A $1.0 extinguishment loss was recognized on the Effective Date and is included in Interest expense on the Consolidated Statement of Income as for the year ended December 31, 2017.

The Revolving Credit Facility may be extended for two additional one-year periods, subject to the satisfaction of certain conditions set forth in the Credit Agreement. In addition, aggregate borrowing capacity under the Credit Agreement may be increased by up to an additional $250.0 million by increasing the amount of the Revolving Credit Facility or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Credit Agreement, including the receipt of additional commitments for such increase. Borrowings outstanding under the Credit Agreement may be repaid from time to time without premium or penalty, other than customary breakage costs, if any.  Borrowings outstanding under the Credit Agreement bear interest at a fluctuating rate per annum equal to, at the Company’s option, either (a) the applicable adjusted LIBOR plus a spread based on the Company’s total net leverage ratio, or (b) a base rate (equal to the higher of the Administrative Agent’s prime rate, the federal fund rate plus 0.50%, and the one-month adjusted LIBOR plus 1.0%) plus a spread based on the Company’s total net leverage ratio. The Company is also obligated to pay a commitment fee on a quarterly basis on the unused portion of the commitments under the Revolving Credit Facility based on the Company’s total net leverage ratio, which fee is currently 25 basis points. While amounts borrowed and repaid under the Revolving Credit Facility can be re-borrowed, amounts repaid under the Term Loan cannot be borrowed again under the Credit Agreement. The Credit Agreement contains certain affirmative and negative covenants, as well as terms and conditions that are customary for credit facilities of this type, including financial covenants for leverage and interest coverage ratios. The Company was in compliance with all covenants at December 31, 2017. Total borrowing capacity remaining under the Revolving Credit Facility was $300.0, with $100.0 outstanding on the Term Loan, as of December 31, 2017. The carrying value of the Term Loan at December 31, 2017 reflects a discount of $0.7 related to fees paid directly to the lenders at issuance. This discount is being amortized over the life of the Term Loan using the effective interest rate method (3.6% as of December 31, 2017), and is included in interest expense in the Consolidated Statements of Income.

The Company established the Prior Credit Agreement on February 28, 2014 in the aggregate amount of $650.0. The Prior Credit Agreement consisted of unsecured term loans (Prior Term Loan) in the initial aggregate amount of $350.0, and an unsecured revolving credit facility (Prior Revolving Credit Facility) in the amount of $300.0. The Prior Term Loan and the Prior Revolving Credit Facility were scheduled to mature on March 3, 2019. Outstanding amounts were subject to interest at the applicable rate described in the Prior Credit Agreement.

Convertible Debentures

During 2009, Convergys issued $125.0 aggregate principal amount of 5.75% Junior Subordinated Convertible Debentures due September 2029 (2029 Convertible Debentures) in exchange for $122.5 of 4.875% Unsecured Senior Notes due December 15, 2009, pursuant to an exchange offer. 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 was recognized as the fair value of a similar instrument that did 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 did not have a conversion feature. Therefore, the valuation of the debt component, using the income approach, resulted in a debt discount. The debt discount is being 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 is included in interest expense in the Consolidated Statements of Income.

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 additional interest if the trading price of the 2029 Convertible Debentures exceeds 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 2029 Convertible Debentures during the periods specified in the Indenture. The fair value of this embedded derivative was not significant at December 31, 2017 or 2016.

The Company is not entitled to redeem the 2029 Convertible Debentures prior to September 15, 2019. On or after September 15, 2019, the Company may redeem for cash all or part of the 2029 Convertible Debentures at par value plus accrued but unpaid interest if certain trading conditions of the Company’s common shares are satisfied. The holders of the 2029 Convertible Debentures have the option to require redemption at par value plus accrued but unpaid interest upon the occurrence of a fundamental change, a defined term in the Indenture.

The 2029 Convertible Debentures are convertible at the option of the holders on or after September 15, 2028 and prior to that date only under the following circumstances: (1) during any calendar quarter if the last reported sales price of the Company’s common shares for at least 20 trading days (whether or not consecutive) during a period of 20 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price (currently $14.51) for the 2029 Convertible Debentures on each applicable trading day (hereinafter referred to as the Sales Price Condition); (2) during the five business day period immediately following any five consecutive trading day period (the Measurement Period) in which, as determined following a request by a holder of 2029 Convertible Debentures as provided in the Indenture, the trading price per $1,000 principal amount of 2029 Convertible Debentures for each trading day of such Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common shares and the applicable conversion rate for the 2029 Convertible Debentures on each such trading day; (3) if the Company elects to redeem any or all of the 2029 Convertible Debentures; or (4) upon the occurrence of specified corporate events pursuant to the terms of the Indenture. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2029 Convertible Debentures to be converted and pay or deliver, as the case may be, cash, common shares of the Company or a combination of cash and common shares of the Company, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Convertible Debentures being converted.

The 2029 Convertible Debentures were convertible, subject to certain conditions, into common shares of the Company at an initial implied conversion price of approximately $12.07 per share, or eighty-two and eighty-two hundredths shares per one thousand dollars in principal amount of debentures. As of December 31, 2017, the implied conversion price for the 2029 Convertible Debentures was approximately $11.16 per share, or eighty-nine and fifty-nine hundredths shares per one thousand dollars in principal amount of debentures. The conversion rate is subject to adjustment for certain events outlined in the Indenture, including payment of dividends.

As of December 31, 2017 and 2016, the 2029 Convertible Debentures were convertible at the option of the holders. This conversion right was triggered upon satisfaction of the Sales Price Condition (the closing price of the Company’s common shares was greater than or equal to $14.51, 130% of the conversion price of the 2029 Convertible Debentures at December 31, 2016, for at least 20 of the 20 consecutive trading days ending on December 31, 2017). As a result, the equity component of the 2029 Convertible Debentures equal to $59.5 (the difference between the par value and carrying value of the 2029 Convertible Debentures at December 30, 2017) has been classified as temporary equity within the December 31, 2017 Consolidated Balance Sheet since this amount was considered redeemable. The Company will reassess the convertibility of the 2029 Convertible Debentures and the related balance sheet classification on a prospective basis. There have been no conversions of the 2029 Convertible Debentures through the date of this filing.

Based on quoted market prices at December 31, 2017, the fair value of the $125.0 aggregate principal amount of the Company’s 2029 Convertible Debentures is $274.5.

Asset Securitization Facility

During January 2017, the Company amended the terms of its asset securitization facility collateralized by accounts receivable of certain of the Company’s subsidiaries. The amendment resulted in an increased purchase limit of $225.0, with $90.0 and $135.0 expiring in January 2018 and January 2020, respectively. The asset securitization facility was further amended in January 2018 to extend the expiration date for the $90.0 purchase limit to January 2019. As of December 31, 2016, the asset securitization facility had a purchase limit of $150.0 expiring in January 2017. The asset securitization program is conducted through Convergys Funding Inc., a wholly-owned bankruptcy remote subsidiary of the Company. As of December 31, 2017 and 2016, Convergys had drawn $103.0 and $20.0, respectively, in available funding from qualified receivables. Amounts drawn under this facility have been classified as long-term debt within the Consolidated Balance Sheets, based on the Company’s ability and intent to refinance on a long-term basis as of December 31, 2017.

At December 31, 2017, future minimum payments of the Company’s debt and capital lease arrangements (exclusive of any debt discounts) are as follows:

2018	$	42.2
2019	100.7
2020	62.2
2021	—
2022	—
Thereafter	125.0
Total	$	330.1

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Restructuring

12 Months Ended

Dec. 31, 2017

Restructuring Charges [Abstract]

Restructuring

RESTRUCTURING

2017 Restructuring

Company-wide restructuring program

During 2017, the Company recorded restructuring expenses of $12.8 related to a company-wide initiative to reduce headcount and better align the Company’s resources, principally for corporate functions. The 2017 restructuring actions impacted approximately 315 employees. This expense is included in Restructuring charges on the Consolidated Statements of Income and is expected to be substantially paid in cash by March 31, 2018. The total remaining liability under these restructuring actions, which is included in Payables and other current liabilities on the Consolidated Balance Sheet, was $5.8 as of December 31, 2017.

Other Severance

During 2017, the Company recorded other severance expense of $10.4 primarily related to headcount reductions resulting from certain client program completions. These actions impacted approximately 250 employees. This severance expense is included in Restructuring charges on the Consolidated Statements of Income and is expected to be substantially paid in cash by March 31, 2018. The total remaining liability under these restructuring actions, which is included in Payables and other current liabilities on the Consolidated Balance Sheet, was $2.8 as of December 31, 2017.

buw integration

During 2017, the Company recorded severance charges of $1.1 related to the elimination of certain redundant positions as a result of the integration of the buw business. This severance expense was included in Transaction and integration costs on the Consolidated Statements of Income and is expected to be fully paid in cash by March 31, 2018. The total remaining liability under these severance-related actions, which is included in Payables and other current liabilities on the Consolidated Balance Sheet, was $0.1 as of December 31, 2017.

2016 Restructuring

During 2016, the Company recorded severance charges of $3.7 related to the Company’s ongoing efforts to refine its operating model and reduce costs, as well as headcount reductions resulting from certain client program completions. The 2016 actions impacted approximately 760 employees. These severance-related charges were fully paid in cash by June 30, 2017. The total remaining liability under these severance-related actions, which is included in Payables and other current liabilities on the Company’s Consolidated Balance Sheet, was $0.8 as of December 31, 2016.

2015 Restructuring

During 2015, the Company recorded severance charges of $7.2 related to the Company’s ongoing efforts to refine its operating model and reduce costs, as well as headcount reductions resulting from certain client program completions. The 2015 actions impacted approximately 700 employees. These severance-related charges were fully paid in cash by September 30, 2016.

During 2015, the Company also recorded restructuring expenses of $0.4 related to the integration of Stream. These severance-related charges were included in Restructuring charges on the Consolidated Statements of Income and were fully paid in cash by March 31, 2016.

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2017

Defined Benefit Plan [Abstract]

Employee Benefit Plans

EMPLOYEE BENEFIT PLANS

Pensions

The Company sponsors a frozen defined benefit pension plan, which includes both a qualified and non-qualified portion, for all eligible employees (the cash balance plan) in the U.S and unfunded defined benefit plans for certain eligible employees in the Philippines, Malaysia and France (together with the cash balance plan, the defined benefit plans).The pension benefit formula for the cash balance plan is determined by a combination of compensation and age-based credits and annual guaranteed interest credits. The qualified portion of the cash balance plan has been funded through contributions made to a trust fund in accordance with the Pension Protection Act of 2006. The Company’s measurement date for all plans is December 31. The plan assumptions are evaluated annually and are updated as deemed necessary.

Components of pension cost and other amounts recognized in other comprehensive income for the Company’s defined benefit plans are as follows:

	Year Ended December 31,
	2017			2016			2015
Service cost		$5.5			$6.5			$7.5
Interest cost on projected benefit obligation	7.3			8.6			10.5
Expected return on plan assets	(9.9		)	(10.0		)	(10.2		)
Amortization and deferrals—net	6.2			6.6			10.4
Settlement charge	2.5			4.8			—
Total pension cost		$11.6			$16.5			$18.2
Other comprehensive (loss) income		($9.1	)		$11.1			$14.5

During 2017 and 2016, the Company recognized non-cash pension settlement charges of $2.5 and $4.8, respectively, resulting from lump sum distributions.

The reconciliation of the defined benefit plans’ projected benefit obligation and the fair value of plan assets for the years ended December 31, 2017 and 2016 are as follows:

	At December 31,
	2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year		$225.7			$242.9
Service cost	5.5			6.5
Interest cost	7.3			8.6
Settlement	(9.5		)	(15.4		)
Actuarial gain (loss)	26.4			(4.3		)
Benefits paid	(13.3		)	(12.6		)
Benefit obligation at end of year		$242.1			$225.7
Change in plan assets:
Fair value of plan assets at beginning of year		$154.2			$157.2
Actual return on plan assets	18.9			7.9
Settlement	(9.5		)	(15.4		)
Employer contribution	7.2			17.1
Benefits paid	(13.3		)	(12.6		)
Fair value of plan assets at end of year		$157.5			$154.2
Funded status		($84.6	)		($71.5	)
Amounts recognized in the Consolidated Balance Sheets consisted of:
Current liability		($6.9	)		($6.4	)
Non-current liability		($77.7	)		($65.1	)
Accumulated other comprehensive loss		($62.4	)		($53.3	)

Accumulated other comprehensive loss at December 31, 2017 and 2016 includes unrecognized actuarial losses of $62.4 ($40.4 net of tax) and $53.3 ($32.8 net of tax), respectively. The actuarial loss included in accumulated other comprehensive loss that is expected to be recognized in net periodic pension cost during 2018 is $8.4. The accumulated benefit obligation for the defined benefit plans was $242.1 and $225.7 at December 31, 2017 and 2016, respectively.

Estimated future benefit payments from the defined benefit plans are as follows:

2018		$23.3
2019	21.0
2020	20.5
2021	19.9
2022	19.6
2023 - 2027	88.0
Total		$192.3

The Company also sponsors a non-qualified, unfunded executive deferred compensation plan (the EDCP), which permits eligible participants, including executive officers, to defer receipt of certain income. The Company matches up to 100% of the first 3% of a participant’s deferred amounts and 50% of a participant’s next 2% of deferred amounts.  The Company match under the EDCP is reduced by the Company match eligible to be received under the Company’s Retirement and Savings Plan.

Benefits for the EDCP are based on employee deferrals, matching contributions and investment earnings on participant accounts. As further described in Note 12, the Company makes investments in certain securities which are held in a grantor trust for the benefit of participants of the EDCP. These investments are made in securities reflecting the hypothetical investment balances of plan participants, in an attempt to offset the impacts of gains and losses on participant account balances.

Components of pension cost and other amounts recognized in other comprehensive loss for the EDCP are as follows:

	Year Ended December 31,
	2017			2016			2015
Service cost		$1.8			$1.3			$1.5
Interest cost on projected benefit obligation	0.4			0.3			0.4
Total pension cost		$2.2			$1.6			$1.9
Other comprehensive loss		($1.8	)		($1.0	)		($0.6	)

The reconciliation of the EDCP projected benefit obligation for the years ended December 31, 2017 and 2016 is as follows:

	At December 31,
	2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year		$14.9			$13.7
Service cost	1.8			1.3
Interest cost	0.4			0.3
Actuarial loss	1.8			1.0
Benefits paid	(1.4		)	(1.4		)
Benefit obligation at end of year		$17.5			$14.9
Funded status		($17.5	)		($14.9	)
Amounts recognized in the Consolidated Balance Sheets consisted of:
Current liability		($2.3	)		($1.6	)
Non-current liability		($15.2	)		($13.3	)
Accumulated other comprehensive loss		($2.0	)		($0.2	)

Accumulated other comprehensive loss at December 31, 2017 and 2016 includes unrecognized actuarial losses of $2.0 ($1.3 net of tax), and gains of $0.2 ($0.1 net of tax). The accumulated benefit obligation for the EDCP was $17.5 and $14.9 at December 31, 2017 and 2016, respectively. There is no prior service cost expected to be recognized in net periodic pension cost during the year ending December 31, 2018.

Estimated future benefit payments from the EDCP are as follows:

2018		$2.3
2019	0.8
2020	0.9
2021	1.2
2022	1.2
2023 - 2027	8.7
Total		$15.1

The following weighted-average rates were used in determining the benefit obligations at December 31:

	2017			2016
Discount rate—projected benefit obligation	1.50%	-	5.76%	1.55%	-	5.56%
Future compensation growth rate	2.00%	-	4.50%	2.00%	-	4.00%
Expected long-term rate of return on plan assets	6.25%	-	6.75%	6.75%	-	7.00%

The following weighted-average rates were used in determining the pension cost for all years ended December 31:

	2017			2016			2015
Discount rate—projected benefit obligation	1.50%	-	5.76%	1.55%	-	5.56%	3.61%	-	5.56%
Future compensation growth rate	2.00%	-	4.50%	2.00%	-	4.00%	2.50%	-	4.50%
Expected long-term rate of return on plan assets	6.75%			6.75%	-	7.00%	6.75%	-	7.00%

The range of discount rates utilized in determining the pension cost and projected benefit obligation of the Company’s defined benefit plans reflects a lower prevalent rate applicable to the frozen cash balance plan for eligible employees in U.S. and a higher applicable rate for the unfunded defined benefit plan for certain eligible employees in the Philippines, France and Malaysia. The plans outside the U.S. represented approximately 13.7% and 15.3% of the Company’s total projected benefit obligation for all plans as of December 31, 2017 and 2016, respectively.

Change in Applying Discount Rate to Measure Benefit Costs

As of December 31, 2015, Convergys changed the method used to estimate the service and interest cost components of net periodic benefit cost for all pension and other postretirement benefits.  This change in methodology resulted in a decrease in the service and interest cost components for pension and other postretirement benefit costs beginning in the first quarter of 2016.  Convergys historically estimated these service and interest cost components utilizing a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period.  Beginning in 2016, the Company elected to utilize a full yield curve approach in the determination of these components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.  Convergys elected to make this change to provide a more precise measurement of service and interest costs by improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates.  This change did not affect the measurement of Convergys’ total benefit obligations at December 31, 2015 or net periodic pension cost recognized in 2015. Convergys accounted for this change as a change in accounting estimate and accordingly had accounted for it prospectively.

The impact of this discount rate change compared to the previous method decreased estimated pension and other postretirement benefits service and interest cost by approximately $2.4, or approximately $0.6 quarterly, during 2016 with substantially all of the decrease attributable to interest cost.  This reduction in service and interest cost was completely offset within the actuarial gain or loss caption when the plans were remeasured. The cost reduction resulted in an increase to net income and diluted earnings per common share of $1.5 and $0.01, respectively, during 2016.

Plan Assets

As of December 31, 2017 and 2016, plan assets for the cash balance plan consisted of common/collective trusts (of which approximately 60% are invested in equity backed funds and approximately 40% are invested in funds invested in fixed income instruments) and a private equity fund. At December 31, 2017, the Company’s targeted allocation was 60% equity and 40% fixed income. The investment objectives for the plan assets are to generate returns that will enable the plan to meet its future obligations. The Company’s expected long-term rate of return was determined based on the asset mix of the plan, projected returns, past performance and other factors. The Company contributed $10.0 in 2016 to fund its cash balance plan. No such contributions were made in 2017. The Company has satisfied its ERISA funding requirements through 2017. No plan assets are expected to be returned to the Company during 2018.

The following table sets forth by level, within the fair value hierarchy, the cash balance plan’s assets at fair value as of December 31, 2017 and 2016:

Investments	December 31, 2017		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common/collective trusts:
Fixed income		$62.4		$—		$62.4		$—
U.S. large cap	56.7		—		56.7		—
U.S. small cap	10.0		—		10.0		—
International equity	26.6		—		26.6		—
Limited partnership	1.8		—		—		1.8
Total investments		$157.5		$—		$155.7		$1.8

Investments	December 31, 2016		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common/collective trusts:
Fixed income		$60.8		$—		$60.8		$—
U.S. large cap	54.2		—		54.2		—
U.S. small cap	10.3		—		10.3		—
International equity	26.7		—		26.7		—
Limited partnership	2.2		—		—		2.2
Total investments		$154.2		$—		$152.0		$2.2

There were no transfers between the three levels of the fair value hierarchy during the years ended December 31, 2017 and 2016. For additional information on the fair value hierarchy, see Note 13.

The Company’s cash balance plan holds level 2 investments in common/collective trust funds that are public investment vehicles valued using a net asset value (NAV) provided by the manager of each fund. The NAV is based on the underlying net assets owned by the fund, divided by the number of shares outstanding. The NAV’s unit price is quoted on a private market that may not be active. However, the NAV is based on the fair value of the underlying securities within the fund, which are traded on an active market, and valued at the closing price reported on the active market on which those individual securities are traded. The significant investment strategies of the funds are as described in the financial statements provided by each fund. There are no restrictions on redemptions from these funds.

The Company’s cash balance plan holds Level 3 investments within equity funds that primarily invest in domestic early stage capital funds. The fair value of these investments is based on the net asset value per share of the fund. The cash balance plan has approximately $0.2 in future funding requirements associated with this investment. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement. The following table provides a reconciliation of the beginning and ending balances for the Level 3 assets:

	Year Ended December 31
	2017			2016
Balance, beginning of year		$2.2			$2.8
Unrealized losses relating to instruments still held at the reporting date	(0.1		)	(0.3		)
Distributions	(0.3		)	(0.3		)
Balance, end of year		$1.8			$2.2

Savings Plans

The Company sponsors a defined contribution plan covering substantially all U.S. employees. The Company matches a portion of employee contributions to the plan. The Company matches up to 100% of the first 3% and 50% of the next 2% of eligible compensation contributed by the participant. Total Company contributions to the defined contribution plan were $7.0 in 2017 compared to $7.3 and $7.4 for 2016 and 2015, respectively. Plan assets for this plan included 0.8 ($17.7) and 0.9 ($21.0) of the Company’s common shares at December 31, 2017 and 2016, respectively.

Employee Postretirement Benefits Other Than Pensions

The Company sponsors postretirement health and life insurance plans for certain eligible employees. The plan provides eligible employees and retirees with the opportunity to direct an amount of their compensation or pension benefits to cover medical, dental and life insurance programs of their choice for their benefit and the benefit of their dependents. The plan covers both active and retired eligible employees of the Company and its subsidiaries. Employees’ eligibility to participate in the plan is based upon their date of hire.

The Company funds life insurance benefits of certain retirees through a Voluntary Employee Benefit Association (VEBA) trust. Contributions to the plan consist of (1) compensation or pension benefit deductions that the participant directs the Company, which is also the Plan Sponsor, to deposit into the plan on their behalf based on the coverage the participant has elected under the plan, and (2) amounts the Company pays to the plan that are in excess of the participant-directed deductions. Contributions to the VEBA are subject to Internal Revenue Service (IRS) limitations developed using the aggregate cost method. At December 31, 2006, the Company eliminated the postretirement life insurance plan benefits for non-retirement eligible employees. The Company’s postretirement benefit plan benefit was $0.7 at 2017 and 2016, respectively, and $0.8 for 2015. The amounts included within accumulated other comprehensive income related to these benefits were $0.1 and $1.2 at December 31, 2017 and 2016, respectively.

Components of other post-employment benefit plan cost and other amounts recognized in other comprehensive loss for the postretirement health and life insurance plans are as follows:

	2017			2016			2015
Interest cost on projected benefit obligation		$0.1			$0.1			$0.2
Expected return on plan assets	(0.2		)	(0.2		)	(0.3		)
Amortization and deferrals—net	(0.6		)	(0.6		)	(0.7		)
Total other benefit		($0.7	)		($0.7	)		($0.8	)
Other comprehensive loss		($1.1	)		($0.9	)		($0.7	)

The reconciliation of the postretirement health and life insurance plans’ projected benefit obligation and the fair value of plan assets for the years ended December 31, 2017 and 2016 are as follows:

	At December 31,
	2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year		$4.2			$4.2
Interest cost	0.1			0.1
Actuarial loss	0.4			0.1
Benefits paid	(0.2		)	(0.2		)
Benefit obligation at end of year		$4.5			$4.2
Change in plan assets:
Fair value of plan assets at beginning of year		$3.2			$3.4
Actual return on plan assets	—			0.1
Employer contribution	0.2			0.1
Asset transfer	—			(0.2		)
Benefits paid	(0.2		)	(0.2		)
Fair value of plan assets at end of year		$3.2			$3.2
Funded status		($1.3	)		($1.0	)
Amounts recognized in the Consolidated Balance Sheets consisted of:
Current liability		($0.1	)		($0.1	)
Non-current liability		($1.2	)		($0.9	)
Accumulated other comprehensive income		$0.1			$1.2

Estimated future benefit payments from the postretirement health and life insurance plans are as follows:

2018		$0.2
2019	0.2
2020	0.2
2021	0.2
2022	0.2
2023 - 2027	1.2
Total		$2.2

Plan assets for the postretirement health and life insurance plans of $3.2 at December 31, 2017 and 2016, respectively, are comprised of money market accounts, a Level 1 fair value measure. The Company expects to make $0.1 in contributions in 2018 to fund its postretirement health and life insurance plans. No plan assets are expected to be returned to the Company during 2018.

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Stock-Based Compensation Plans

12 Months Ended

Dec. 31, 2017

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

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

STOCK-BASED COMPENSATION PLANS

At December 31, 2017, the Company had 6.4 common shares remaining available for issuance under the Convergys Corporation Amended and Restated Long-Term Incentive Plan (Convergys LTIP) from the initial authorization of 30.0 common shares in 1998, which was increased to 38.0 in 2002. The Company granted stock options in 2012 and 2011 with exercise prices that were no less than the market value of the Company’s common shares at the grant date and have a ten-year term and vesting terms of two to three years. The Company also grants restricted stock units to certain employees and directors. The restricted stock units do not possess voting rights and consist of both time-related and performance-related units. The restrictions for the time-related restricted stock units generally lapse one to three years after the grant date. The performance-related units vest upon the Company’s satisfaction of certain financial targets. Performance-related units for which the performance conditions for vesting of those units are not met within the applicable three-year performance period are forfeited.

The following table shows certain information as of December 31, 2017, with respect to compensation plans under which common shares are authorized for issuance:

Shares (in millions)	Number of Common Shares to be Issued Upon Exercise	Weighted Average Exercise Price		Common Shares Available for Future Issuance
Equity compensation plans approved by shareholders
Stock options	0.3		$13.45	—
Restricted stock units	2.1	—		—
	2.4		$13.45	6.4

The Company’s operating results reflect stock-based compensation expense of $17.4, $18.8 and $16.9 for 2017, 2016 and 2015, respectively. Expense in 2017, 2016 and 2015 included $0.9, $1.4 and $1.2, respectively, related to awards classified as liabilities that will ultimately settle in cash.

Restricted Stock Units

Time-based Restricted Stock Units

During the years ended December 31, 2017, 2016 and 2015, the Company granted 0.7, 0.5 and 0.7 shares, respectively, of time-based restricted stock units. The weighted average grant date fair values of these grants were $23.59, $26.51 and $22.41, respectively. These time-based grants are scheduled to vest 25% at the first anniversary of the grant date, 25% at the second anniversary and 50% at the third anniversary.

The total compensation cost related to non-vested time-based restricted stock units not yet recognized as of December 31, 2017 was approximately $18.8, which is expected to be recognized over a weighted average period of 2.1 years. Changes to non-vested time-based restricted stock units for the years ended December 31, 2017 and 2016 were as follows:

Shares (in millions)	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2014	1.3			$17.66
Granted	0.7		22.41
Vested	(0.5	)	16.53
Forfeited	(0.2	)	20.78
Non-vested at December 31, 2015	1.3		20.20
Granted	0.5		26.51
Vested	(0.5	)	19.35
Forfeited	—		—
Non-vested at December 31, 2016	1.3		23.23
Granted	0.7		23.59
Vested	(0.6	)	22.80
Forfeited	(0.1	)	24.68
Non-vested at December 31, 2017	1.3			$23.46

Performance-based Restricted Stock Units

During the years ended December 31, 2017, 2016 and 2015, the Company granted 0.3, 0.4 and 0.4 shares, respectively, of performance-based restricted stock units. These grants 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 three-year periods. Payout levels for earned shares range from 50% to 200% of award shares. No payout is earned if performance is below the minimum threshold performance level. At December 31, 2017, the targets for the third year of the 2016 grants and the second and third years of the 2017 grants had not yet been set, the key terms had not been effectively communicated to the recipients, and as such the expense related to these grants had not yet been recognized. These grants have been excluded from the table below.

During 2017, the Company established and communicated to participants the final key terms of the 2015 grants, resulting in grants for accounting purposes with a grant date fair value of $21.27 per share. The total compensation cost related to the 2015 non-vested performance-based restricted stock units not yet recognized as of December 31, 2017 was approximately $0.8, which is expected to be recognized ratably over the remaining vesting period ending in February 2018.

Changes to non-vested performance-based restricted stock units for the years ended December 31, 2017, 2016 and 2015 were as follows:

Shares (in millions)	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2014	—			$—
Granted	0.3		28.84
Vested	—		—
Forfeited	—		—
Non-vested at December 31, 2015	0.3		21.84
Granted	0.3		26.49
Vested	(0.3	)	21.92
Forfeited	—		—
Non-vested at December 31, 2016	0.3		26.48
Granted	0.3		21.27
Vested	(0.3	)	26.16
Forfeited	—		—
Non-vested at December 31, 2017	0.3			$21.28

The aggregate intrinsic value of non-vested time-based and performance-based restricted stock units was $40.7 at December 31, 2017.

Stock Options

Presented below is a summary of Company stock option activity. Prior to 2016, all outstanding stock options were fully vested and the related expense had been fully recognized.

Shares (in millions)	Shares		Weighted Average Exercise Price
Options outstanding at January 1, 2015	0.7			$13.24
Options exercisable at January 1, 2015	0.5		13.41
Granted	—		—
Exercised	(0.2	)	13.09
Forfeited	—		—
Options outstanding at December 31, 2015	0.5			$13.33
Options exercisable at December 31, 2015	0.5			$13.33
Granted	—		—
Exercised	(0.1	)	13.24
Forfeited	—		—
Options outstanding at December 31, 2016	0.4			$13.34
Options exercisable at December 31, 2016	0.4			$13.34
Granted	—		—
Exercised	(0.1	)	12.92
Forfeited	—		—
Options outstanding at December 31, 2017	0.3			$13.45
Options exercisable at December 31, 2017	0.3			$13.45

Approximately one-half of the stock options granted during 2012 vested in two years and the remaining vested in three years. The Company used a Black-Scholes option pricing model to calculate the fair value of stock options granted. For the 2012 grants, the weighted average fair value at grant date of $3.43 per option granted included assumptions of a strike price of $12.79, a 30.74% implied volatility, an expected term of 4.5 years, a risk-free rate of 0.76%, and a dividend yield of 0.00%. These 2012 option grants were fully expensed as of December 31, 2016, and resulted in stock compensation expense of less than $0.1 in 2015. Expected volatility is based on the unbiased standard deviation of the Company’s common shares over the option term. The expected life of the options represents the period of time that the Company expects the options granted to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant of the option for the expected term of the instrument. The dividend yield reflects an estimate of dividend payouts over the term of the award. As of December 31, 2017, all outstanding stock options are fully vested and the related expense has been fully recognized.

The weighted average grant date fair value per share for the outstanding and exercisable options at December 31, 2017 was $3.86.

The following table summarizes the status of the Company stock options outstanding and exercisable at December 31, 2017:

Shares (in millions)	Options Outstanding				Options Exercisable
Range of Exercise Prices	Shares	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Shares	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price
$12.79 to $13.76	0.3	3.4	13.45		0.3	3.4	13.45
Total	0.3	3.4		$13.45	0.3	3.4		$13.45

The aggregate intrinsic value of stock options exercised was $1.0 in 2017, $0.6 in 2016 and $2.7 in 2015. The actual tax benefit realized from the exercised stock options was $0.2 in 2017, $0.1 in 2016 and $0.6 in 2015. As of December 31, 2017, the aggregate intrinsic value was $3.3 for both stock options outstanding and exercisable. Intrinsic value represents the Company’s closing price on the last trading day of the year in excess of the weighted average exercise price for those tranches of options with a weighted average exercise price less than the closing price multiplied by the number of options outstanding or exercisable.

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Commitments And Contingencies

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES

Commitments

The Company leases certain facilities and equipment used in its operations. Total rent expense was $143.4, $135.0 and $129.3 in 2017, 2016 and 2015, respectively.

At December 31, 2017, the total minimum rental commitments under non-cancelable operating leases are as follows:

2018		$104.9
2019	85.0
2020	66.7
2021	50.8
2022	35.5
Thereafter	79.0
Total		$421.9

At December 31, 2017, the Company had outstanding letters of credit and bond obligations of $13.6 related to performance guarantees, of which $12.1 is set to expire by the end of 2018, $1.1 is set to expire within one to three years and $0.4 is set to expire after three years. The Company believes that any guarantee obligation that may arise will not be material. The Company also has future purchase commitments with telecommunication and transportation providers for the next twelve months of $20.1 at December 31, 2017.

Contingencies

The Company, from time to time, is subject to 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 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 litigation cannot be predicted with certainty, and 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.

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Financial Instruments

12 Months Ended

Dec. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Financial Instruments

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. 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 outside of the U.S. Although the contracts with these clients are typically priced in U.S. dollars, a substantial portion of the costs incurred to deliver services under these contracts are denominated in the local currency of the country where services are provided, which represents a foreign exchange exposure. The Company has hedged a portion of its exposure related to the anticipated cash flow requirements denominated in some of the aforementioned foreign currencies by entering into hedging contracts with several financial institutions to acquire a total of PHP 32,040.0 at a fixed price of $634.8 at various dates through September 2020, INR 10,170.0 at a fixed price of $140.1 at various dates through June 2020, CAD 38.0 at a fixed price of $28.6 at various dates through December 2019 and COP 40,200.0 at a fixed price of $12.7 at various dates through June 2019, and to sell a total of AUD 24.8 at a fixed price of $19.3 at various dates through October 2018. These instruments mature within the next 33 months and had a notional value of $835.5 at December 31, 2017 and $959.0 at December 31, 2016. The derivative instruments discussed above are designated and are effective as cash flow hedges. The following table reflects the fair values of these derivative instruments:

	At December 31,
	2017		2016
Forward exchange contracts and options designated as hedging instruments:
Included within other current assets		$14.5		$3.0
Included within other non-current assets	8.7		2.3
Included within other current liabilities	7.7		31.3
Included within other long-term liabilities	1.7		15.4

The Company recorded a deferred tax expense of $3.6 and deferred tax benefit of $15.9 related to these derivatives at December 31, 2017 and 2016, respectively. A total of $10.4 of deferred gains, net of tax, related to these cash flow hedges at December 31, 2017 were included in accumulated other comprehensive income (OCI), compared to $25.5 of deferred losses, net of tax, that were included in accumulated other comprehensive loss (OCL) at December 31, 2016. As of December 31, 2017, deferred gains of $6.8 ($5.1 net of tax) on derivative instruments included in accumulated OCI are expected to be reclassified into earnings during the next 12 months. The following tables provide the effect of these derivative instruments on the Company’s Consolidated Financial Statements during 2017 and 2016, respectively:

2017:

Derivatives in Cash Flow Hedging Relationships	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)
Foreign exchange contracts		$35.0		($20.3	)	Cost of providing services and products sold and Selling, general and administrative

2016:

Derivatives in Cash Flow Hedging Relationships	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)
Foreign exchange contracts		($25.5	)		($26.4	)	Cost of providing services and products sold and Selling, general and administrative

The gain or loss recognized related to the ineffective portion of the derivative instruments was immaterial for the years ended December 31, 2017 and 2016.

During 2017, 2016 and 2015, the Company recorded net losses of $20.3, $26.4 and $25.2, respectively, related to the settlement of forward contracts that were designated as cash flow hedges.

The Company also enters into derivative instruments (forwards) to economically hedge the foreign currency impact of assets and liabilities denominated in nonfunctional currencies. During the year ended December 31, 2017, a loss of $19.6 was recognized related to changes in fair value of these derivative instruments not designated as hedges, compared to a gain of $5.5 in the same period in 2016. 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 December 31, 2017, was a $8.9 payable.

The aggregate fair value of all derivative instruments in a liability position at December 31, 2017 was $19.2 for which the Company has no posted collateral.

Short-term Investments

As of December 31, 2017 and 2016, the Company held investment securities with a fair value of $13.5 and $12.4, respectively, that are held in a grantor trust for the benefit of participants in the EDCP and reflect the hypothetical investment balances of EDCP participants. The securities are classified as trading securities and included within short-term investments in the Consolidated Balance Sheets. The investment securities include exchange-traded mutual funds 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.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value Disclosures

FAIR VALUE MEASUREMENTS

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 December 31, 2017 and 2016, 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 years ended December 31, 2017 and 2016. The derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 were as follows:

	December 31, 2017		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)		$24.2		$—		$24.2		$—
Foreign currency forward contracts (liability position)		$19.2		$—		$19.2		$—

	December 31, 2016		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)		$5.6		$—		$5.6		$—
Foreign currency forward contracts (liability position)		$49.0		$—		$49.0		$—

The Company also had investment securities held in a grantor trust for the benefit of participants of the EDCP measured at fair value at December 31, 2017 and December 31, 2016. These investments are recorded as short-term investments on the Consolidated Balance Sheets. The fair value of these instruments was measured using the quoted prices in active markets for identical assets (Level 1). There were no transfers between the three levels of the fair value hierarchy during the years ended December 31, 2017 and 2016. The assets measured at fair value on a recurring basis as of December 31, 2017 and 2016 were as follows:

	December 31, 2017		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		$12.4		$12.4		$—		$—
Money market accounts	1.1		1.1		—		—
Total		$13.5		$13.5		$—		$—

	December 31, 2016		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		$10.5		$10.5		$—		$—
Convergys common stock	1.3		1.3		—		—
Money market accounts	0.6		0.6		—		—
Total		$12.4		$12.4		$—		$—

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Income Taxes

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

INCOME TAXES

The Company’s provision for income taxes from continuing operations consists of the following:

	Year Ended December 31,
	2017			2016			2015
Current:
United States federal		$32.7			$0.1			($21.3	)
Non-U.S.	20.2			40.5			25.3
State and local	2.9			2.4			—
Total current	55.8			43.0			4.0
Deferred:
United States federal	(35.0		)	14.7			6.0
Non-U.S.	29.5			(5.0		)	(4.3		)
State and local	8.1			0.2			2.9
Total deferred	2.6			9.9			4.6
Total		$58.4			$52.9			$8.6

The Company’s combined pre-tax earnings from continuing operations relating to non-U.S. subsidiaries or branches were $153.2, $156.1 and $139.5 during 2017, 2016 and 2015, respectively.

The 2017 Tax Act was signed into law on December 22, 2017. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% in 2018, eliminating certain deductions, imposing a mandatory one-time transition tax, or deemed repatriation tax, on accumulated earnings of foreign subsidiaries as of 2017 that were previously tax deferred, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. While the effective date of the new corporate tax rates for the Company is January 1, 2018, the Company is required to calculate the effects of changes in tax rates and laws on deferred tax balances (including the effects of the one-time transition tax) in 2017, the period in which the legislation was enacted. The Company has not completed its determination of the accounting implications of the 2017 Tax Act on its tax accruals. However, the Company has reasonably estimated the effects of the 2017 Tax Act to be an increase in income tax expense of $34.1. The Company recorded the $34.1 income tax expense as a provisional estimate of the 2017 Tax Act in the consolidated financial statements as of December 31, 2017. The significant components of this expense include (i) the remeasurement of net deferred tax liabilities at the lower enacted U.S. federal corporate tax rate, which resulted in a net $97.9 decrease in income tax expense; (ii) a $20.3 net tax expense comprised of foreign withholding taxes related to certain non-U.S. earnings subject to repatriation offset by reversal of a deferred tax liability on previously undistributed foreign earnings; and (iii) the deemed repatriation tax on unremitted non-U.S. earnings and profits that were previously tax deferred and other tax impacts of the 2017 Tax Act, which resulted in a $111.7 increase in income tax expense, net of deductions and credits. The Company has not completed its analysis of the tax impact of the currency translation adjustment related to the change in indefinite reinvestment assertion as the computation is significantly impacted by the provisional estimates discussed above. As the Company completes its analysis of the 2017 Tax Act, collects and prepares necessary data, and interprets any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, the Company may make adjustments to the provisional amounts. Those adjustments may materially impact the Company’s provision for income taxes in the period in which the adjustments are made.

The following is a reconciliation of the statutory federal income tax rate with the effective tax rate from continuing operations for the tax expense in 2017, 2016 and 2015, respectively:

	Year Ended December 31,
	2017		2016		2015
U.S. federal statutory rate	35.0	%	35.0	%	35.0	%
Permanent differences	3.1		4.5		2.3
State and local income taxes, net of federal income tax	1.1		0.9		1.1
International rate differential, including tax holidays	(24.5	)	(24.5	)	(21.2	)
Non-U.S. valuation allowances	2.4		2.1		1.0
Adjustments for uncertain tax positions	(1.0	)	(0.2	)	(12.9	)
Legal entity restructuring charges	—		2.3		—
Tax credits and other	(3.6	)	(0.1	)	0.6
Foreign repatriation, net of foreign tax credits	1.1		8.5		(1.0	)
Impact of the 2017 Tax Act
Deemed repatriation of non-U.S. earnings, net of foreign tax credits, and other	62.1		—		—
Non-U.S. withholding taxes related to certain non-U.S. earnings subject to repatriation	11.3		—		—
Remeasurement of U.S. net deferred tax liabilities from 35% to 21%	(54.5	)	—		—
Effective rate	32.5	%	28.5	%	4.9	%

The increase in the effective income tax rate in 2017 was primarily due to additional tax expense of $34.1 related to enactment of the 2017 Tax Act.  This additional expense included $20.3 of net tax expense to record the deferred tax liability associated with a change in classification for a portion of undistributed earnings of the Company’s foreign subsidiaries, reflecting management’s plans to repatriate certain undistributed earnings of the Company’s foreign subsidiaries. This increase in the 2017 effective income tax rate was slightly offset by a shift in the geographical mix of worldwide income.  The 2016 effective income tax rate was driven by the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions to provide the Company with increased flexibility to manage its strategic priorities.

The 2017 Tax Act imposes a mandatory one-time tax on certain accumulated earnings of non-U.S. subsidiaries and, as a result, all previously undistributed earnings have now been subjected to U.S. tax. Notwithstanding the U.S. taxation of these amounts, the Company recorded deferred tax liabilities of $34.9 related to non-U.S. withholding taxes related to certain earnings likely to be repatriated in the future. As of December 31, 2017, the Company had $390.6 of undistributed earnings of its non-U.S. subsidiaries for which it has not provided for non-U.S. withholding taxes because such earnings are intended to be reinvested indefinitely. It is not practicable to determine the amount of applicable taxes that would be due if such earnings were distributed.

The Company’s non-U.S. taxes for 2017, 2016 and 2015 included $5.2, $5.1 and $6.3, respectively, of benefit derived from tax holidays in the Philippines, the Dominican Republic, Costa Rica, El Salvador, Malaysia, Honduras, Nicaragua and Tunisia. This resulted in (2.9)%, (2.8)% and (3.6)% impact to the effective tax rate in 2017, 2016 and 2015, respectively. The tax holidays in the Philippines began to expire in 2017 and will continue to expire through 2020. The Company will apply to extend these tax holidays for additional terms of one to two years in accordance with local law. The tax holiday in Malaysia expired October 2, 2017.

The components of deferred tax assets and liabilities are as follows:

	At December 31,
	2017			2016
Deferred tax assets:
Loss and credit carryforwards		$84.9			$95.0
Pension and employee benefits	32.1			35.4
Deferred revenue	3.8			6.0
Foreign currency hedges	—			15.9
Intercompany payables/receivables	0.2			57.2
Other	25.5			27.9
Valuation allowances	(49.1		)	(37.6		)
Total deferred tax assets	97.4			199.8
Deferred tax liabilities:
Depreciation and amortization	177.7			270.5
Contingent debt and accrued interest	67.4			89.5
Foreign currency hedges	3.5			—
Unremitted non-U.S. earnings	42.0			15.9
Other	8.1			4.0
Total deferred tax liabilities	298.7			379.9
Net deferred tax liabilities		($201.3	)		($180.1	)

The Company recorded a provisional adjustment to its U.S. federal deferred income tax assets and liabilities as of December 31, 2017 to reflect the reduction in the U.S. federal corporate income tax rate from 35% to 21% resulting from the 2017 Tax Act.

Deferred tax assets and liabilities in the preceding table, after netting by taxing jurisdiction, are in the following captions in the Consolidated Balance Sheets at December 31, 2017 and 2016.

	At December 31,
	2017			2016
Non-current deferred tax asset		$21.3			$17.7
Non-current deferred tax liability	222.6			197.8
Total deferred tax liability		($201.3	)		($180.1	)

As of December 31, 2017 and 2016, $16.9 and $11.3, respectively, of the valuation allowances relate to the Company’s non-U.S. operations.

As of December 31, 2017, the Company has federal, state, and non-U.S. operating loss carryforwards of $43.1, $840.2 and $90.2, respectively. The federal operating loss carryforwards and state operating loss carryforwards expire between 2018 and 2037. The non-U.S. operating loss carryforwards include $35.7 with no expiration date; the remainder will expire between 2018 and 2036. The federal and state operating loss carryforwards include losses of $41.4 and $101.6, respectively, which were acquired in connection with business combinations. Utilization of the acquired federal and state tax loss carryforwards may be limited pursuant to Section 382 of the Internal Revenue Code of 1986.

As of December 31, 2017 and 2016, the liability for unrecognized tax benefits was $21.3 and $20.8, respectively, including $11.9 and $11.5 of accrued interest and penalties, respectively, and is recorded in Other long-term liabilities in the Consolidated Balance Sheets. The total amount of net unrecognized tax benefits that would affect income tax expense, if ever recognized in the Consolidated Financial Statements, is $17.2. This amount includes net interest and penalties of $9.7. The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense. During 2017, the Company recognized a net benefit of $0.1 in interest and penalties, compared to a net benefit of $0.6 during 2016. The net benefit of $0.1 in 2017 includes $0 of expense related to interest and penalties accrued on positions still outstanding as of December 31, 2017.

A reconciliation of the beginning and ending total amounts of unrecognized tax benefits (exclusive of interest and penalties) is as follows:

	2017			2016
Balance at January 1	$	10.5		$	21.6
Additions based on tax positions related to the current year	0.6			0.4
Additions for tax positions of prior years	0.2			0.3
Settlements	(1.0		)	0.4
Reductions for tax positions of prior years	(0.2		)	—
Lapse of statutes of limitations	(0.7		)	(12.2		)
Balance at December 31		$9.4			$10.5

The liability for unrecognized tax benefits related to discontinued operations at December 31, 2017 and 2016 was $1.5 and $1.3, respectively.

The Company is currently attempting to resolve income tax audits relating to prior years in various jurisdictions. The Company has received assessments from these jurisdictions related to transfer pricing and deductibility of expenses. The Company believes that it is appropriately reserved with regard to these assessments as of December 31, 2017. Furthermore, the Company believes that it is reasonably possible that the total amounts of unrecognized tax benefits including interest will decrease between $0.6 and $16.2 prior to December 31, 2018, based upon resolution of audits; however, actual developments could differ from those currently expected.

The Company files income tax returns in the U.S. federal jurisdiction, and various states and non-U.S. jurisdictions. With a few exceptions, the Company is no longer subject to examinations by tax authorities for years before 2002.

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Accumulated Other Comprehensive Income (Loss) (Notes)

12 Months Ended

Dec. 31, 2017

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):

		Foreign Currency			Derivative Financial Instruments			Pension Liability			Total
Balance at December 31, 2015			($38.2	)		($26.1	)		($37.5	)		($101.8	)
	Other comprehensive (loss) income before reclassifications, net of tax	(18.4		)	(15.7		)	(1.0		)	(35.1		)
	Settlement of pension obligation, net of tax	—			—			3.0			3.0
	Amounts reclassified from accumulated other comprehensive income, net of tax	—			16.3			3.8			20.1
Net current-period other comprehensive (loss) income		(18.4		)	0.6			5.8			(12.0		)
Balance at December 31, 2016			($56.6	)		($25.5	)		($31.7	)		($113.8	)
	Other comprehensive income (loss) before reclassifications, net of tax	21.2			23.4			(14.7		)	29.9
	Settlement of pension obligation, net of tax	—			—			1.5			1.5
	Amounts reclassified from accumulated other comprehensive income, net of tax	—			12.5			3.3			15.8
Net current-period other comprehensive income		21.2			35.9			(9.9		)	47.2
Balance at December 31, 2017			($35.4	)		$10.4			($41.6	)		($66.6	)

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

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
2017:
Loss on derivative instruments		($20.3	)	Cost of providing services and products sold and Selling, general and administrative
Tax benefit	7.8			Income tax expense
Loss on derivative instruments, net of tax	(12.5		)	Income from Continuing Operations, net of tax
Adjustments of pension and other post employment obligations	(8.0		)	Selling, general and administrative
Tax benefit	3.2			Income tax expense
Adjustment of pension and other post employment obligations, net of tax	(4.8		)	Income from Continuing Operations, net of tax
Total reclassifications for the period		($17.3	)
2016:
Loss on derivative instruments		($26.4	)	Cost of providing services and products sold and Selling, general and administrative
Tax benefit	10.1			Income tax expense
Loss on derivative instruments, net of tax	(16.3		)	Income from Continuing Operations, net of tax
Adjustment of pension and other post employment obligations	(10.9		)	Selling, general and administrative
Tax benefit	4.1			Income tax expense
Adjustment of pension and other post employment obligations, net of tax	(6.8		)	Income from Continuing Operations, net of tax
Total reclassifications for the period		($23.1	)

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Additional Financial Information

12 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Additional Financial Information

ADDITIONAL FINANCIAL INFORMATION

	At December 31,
	2017			2016
Property and equipment, net:
Land		$6.9			$6.9
Buildings	104.8			104.8
Leasehold improvements	348.4			325.9
Equipment	538.2			552.1
Software	350.0			366.7
Construction in progress and other	26.2			32.8
	1,374.5			1,389.2
Less: Accumulated depreciation	(1,114.5		)	(1,085.1		)
		$260.0			$304.1
Payables and other current liabilities:
Accounts payable		$41.3			$53.9
Accrued income and other taxes	41.9			44.1
Accrued payroll-related expenses	131.6			132.0
Derivative liabilities	17.6			33.6
Accrued expenses, other	63.5			63.7
Restructuring and exit costs	8.7			0.8
Deferred revenue and government grants	17.5			17.7
		$322.1			$345.8

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Industry Segments and Geographic Operations

12 Months Ended

Dec. 31, 2017

Segment Reporting Information, Revenue for Reportable Segment [Abstract]

Industry Segments and Geographic Operations

INDUSTRY SEGMENT AND GEOGRAPHIC OPERATIONS

Geographic Operations

The following table presents certain geographic information regarding the Company’s operations. The Company attributes revenues from external customers to the country of domicile of the Convergys legal entity that is party to each customer contract.

	Year Ended December 31,
	2017		2016		2015
Revenues:
United States		$2,066.6		$2,321.2		$2,385.6
Rest of World	725.5		592.4		565.0
		$2,792.1		$2,913.6		$2,950.6

	At December 31,
	2017		2016
Long-lived Assets:
United States		$832.6		$869.3
Philippines	176.5		192.6
Rest of World	547.9		525.1
		$1,557.0		$1,587.0

Concentrations

The Company derives significant revenues from AT&T. Revenues from AT&T (including DIRECTV in all years) were 16.8%, 20.5% and 21.3% of the Company’s consolidated revenues from continuing operations for 2017, 2016 and 2015, respectively. Related accounts receivable from AT&T totaled $69.4 and $93.7 at December 31, 2017 and 2016, respectively. No other client accounted for more than 10% of our consolidated revenues for 2017, 2016 or 2015.

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Quarterly Financial Information (Unaudited)

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter (a)		Total
2017:
Revenues		$727.6		$686.8		$688.3		$689.4		$2,792.1
Operating Income	48.8		48.8		48.1		51.5		197.2
Net Income	37.9		39.8		34.8		8.9		121.4
Basic Earnings Per Common Share		$0.40		$0.42		$0.38		$0.10		$1.30
Diluted Earnings Per Common Share		$0.38		$0.40		$0.35		$0.09		$1.22

	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter (b)		Total
2016:
Revenues		$722.2		$692.3		$741.2		$757.9		$2,913.6
Operating Income	60.4		46.3		50.6		57.2		214.6
Income from Continued Operations, net of tax	44.5		33.2		37.7		17.5		133.0
Income from Discontinued Operations, net of tax	—		—		10.0		—		10.0
Net Income	44.5		33.2		47.7		17.5		143.0
Basic Earnings Per Common Share:
Continuing Operations		$0.46		$0.35		$0.39		$0.18		$1.39
Discontinued Operations	—		—		0.11		—		0.10
Basic Earnings Per Common Share		$0.46		$0.35		$0.50		$0.18		$1.49
Diluted Earnings Per Common Share
Continuing Operations		$0.43		$0.32		$0.36		$0.17		$1.30
Discontinued Operations	—		—		0.10		—		0.10
Basic Earnings Per Common Share		$0.43		$0.32		$0.46		$0.17		$1.40

(a) Fourth quarter 2017 includes a decrease in operating income of $8.2 resulting from $0.4 of integration-related expenses associated with Convergys’ acquisition of Stream and buw, $0.6 of depreciation expense resulting from the fair value write-up of property and equipment acquired from Stream and buw and $7.2 of amortization expense related to acquired intangible assets. Fourth quarter 2017 also includes a $0.5 pension settlement charge and a $32.3 net impact to income tax expense resulting from the enactment of the 2017 Tax Act.

(b) Fourth quarter 2016 includes a decrease in operating income of $9.9 resulting from $1.4 of integration-related expenses associated with Convergys’ acquisition of Stream and buw, $0.1 of expense associated with the acquisition of buw, $1.1 of depreciation expense resulting from the fair value write-up of property and equipment acquired from Stream and buw and $7.3 of amortization expense related to acquired intangible assets. Fourth quarter 2016 also includes a $4.8 pension settlement charge and $20.3 of tax expense associated with the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions that provided the Company with increased flexibility to manage its strategic priorities.

The sum of the quarterly earnings per common share may not equal the annual amounts reported because per share amounts are computed independently for each quarter and for full year based on respective weighted-average common shares outstanding and other dilutive potential common shares.

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2017

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

CONVERGYS CORPORATION

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(In millions)

			Additions
Description	Balance at Beginning of Period		Charged to Expense			Acquisition and Other Changes		Deductions				Balance at End of Period
Year 2017
Allowance for Doubtful Accounts		$5.8		$5.1			$—		($6.1	)	[a]		$4.8
Deferred Tax Asset Valuation Allowance		$37.6		$14.2	[b]		$—		($2.7	)	[c]		$49.1
Year 2016
Allowance for Doubtful Accounts		$5.3		$6.2			$0.6		($6.3	)	[a]		$5.8
Deferred Tax Asset Valuation Allowance		$36.2		$3.6	[d]		$—		($2.2	)	[e]		$37.6
Year 2015
Allowance for Doubtful Accounts		$8.1		$4.2			$—		($7.0	)	[a]		$5.3
Deferred Tax Asset Valuation Allowance		$39.3		$3.1	[d]		$—		($6.2	)	[e]		$36.2

[a] Primarily includes amounts written-off as uncollectible.

[b] Primarily relates to valuation allowances recorded for state operating loss carryforwards, foreign operating loss carryforwards, and capital loss carryforwards, as well as the impact of a reduction in the U.S. federal benefit of state income tax as a result of the reduction in the U.S. federal tax rate from 35% to 21%.

[c] Primarily relates to the impact on existing valuation allowances of the U.S. federal tax rate reduction from 35% to 21%.

[d] Amounts related to valuation allowances recorded for state and non-U.S. operating loss carryforwards and capital loss carryforwards.

[e] Primarily includes the release of state and non-U.S. valuation allowances related to the utilization of net operating losses and adjustments of valuation allowances related to state net operating losses and state tax credits.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Consolidation [Policy Text Block]

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and U.S. Securities and Exchange Commission regulations. The Consolidated Financial Statements include the accounts of the Company’s majority-owned subsidiaries. All material intercompany accounts and transactions are eliminated upon consolidation.

Reclassification, Policy [Policy Text Block]

Reclassification

Certain prior year balances in the Consolidated Statements of Income have been reclassified to conform to the current year presentation. For the year ended December 31, 2016, the Company reclassified certain expenses related to the acquired buw operations. This resulted in a $17.9 decrease to Cost of providing services and products sold and an offsetting $17.9 increase to Selling, general and administrative expense on the Consolidated Statement of Income for the year ended December 31, 2016. The reclassification adjustment resulted in no other impacts to the Company’s Consolidated Financial Statements and is not deemed to be material.

Use of Estimates [Policy Text Block]

Use of Estimates, Risks and Uncertainties

The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported. These estimates include, but are not limited to, project completion dates, time and cost required to complete projects for purposes of revenue recognition and future revenue, expense and cash flow estimates for purposes of impairment analysis, loss contract evaluation, and the Company’s accounting for income taxes. Actual results could differ from those estimates.

The Company’s results are affected by economic, political, legislative, regulatory and legal actions. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, and government fiscal policies, can have a significant effect on operations. While the Company maintains reserves for anticipated liabilities and carries insurance in an amount and scope that the Company believes are appropriate, the Company could be adversely affected by civil, criminal, regulatory or administrative actions, claims or proceedings.

Foreign Currency [Policy Text Block]

Foreign Currency Translation

Assets and liabilities of non-U.S. operations are translated to U.S. dollars at year-end exchange rates. Revenues and expenses are translated at average exchange rates for the related period. Translation adjustments are accumulated and reflected as adjustments to other comprehensive (loss) income, a component of Shareholders’ Equity, and included in net earnings only upon sale or liquidation of the underlying foreign subsidiary. Gains or losses resulting from foreign exchange transactions related to balance sheet positions are recorded in the Consolidated Statements of Income within Other income (expense), net.

Revenue Recognition [Policy Text Block]

Revenue Recognition

Revenues mostly consist of fees generated from outsourced services provided to the Company’s clients. More than 95% of the Company’s revenues are derived from agent-related services. The Company typically recognizes these revenues as services are performed based on staffing hours or the number of contacts handled by service agents using contractual rates. The remaining revenues are derived from the sale of premise-based and hosted 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 services are provided over the duration of the contract using contractual rates. These contracts are typically one year or less in duration.

Revenues are recognized only when the services are performed, there is evidence of an arrangement, the Company determines that the fee is fixed and determinable and collection of the fee included in the arrangement is considered probable. When determining whether the fee is considered fixed and determinable and collection is probable, the Company considers a number of factors including the creditworthiness of the client and the contractual payment terms. If a client is not considered creditworthy, recognition of all revenue under arrangements with that client is deferred until receipt of cash. If payment terms extend beyond what is considered customary or standard in the related industry and geographic location, recognition of the revenue is deferred until the related fees become due and payable.

Certain contracts have performance-related bonus provisions that require the client to pay us a bonus based upon our meeting agreed-upon service levels and performance metrics. These bonuses are recognized only after required measurement targets are met and the other criteria for recognition are satisfied.

Stock Compensation [Policy Text Block]

Stock-Based Compensation

The Company accounts for stock-based payment transactions in which the Company receives employee services in exchange for equity instruments of the Company. Stock-based compensation cost for restricted stock units and performance restricted stock units is measured based on the closing fair market value of the Company’s common shares on the date of grant. The Company recognizes stock-based compensation cost as expense for awards other than its performance-based restricted stock units ratably on a straight-line basis over the requisite service period. The Company recognizes stock-based compensation cost associated with its performance based restricted stock units over the requisite service period if it is probable that the performance conditions will be satisfied. The Company

Income Taxes [Policy Text Block]

Income Taxes

The provision for income taxes includes taxes paid, currently payable or receivable, and those deferred. The Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries and, as a result, previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. The 2017 Tax Act also includes a new minimum tax on global intangible low-tax income, which the Company will recognize as period costs when incurred. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to be settled or realized.

The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical pre-tax and taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and the Company’s tax methods of accounting.

The Company also reviews its tax activities and evaluates uncertain tax positions using a two-step approach. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit, which is the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense.

Other Comprehensvie Income (Loss) [Policy Text Block]

Other Comprehensive Income (Loss)

Components of other comprehensive income (loss) include currency translation adjustments, changes related to pension liabilities, net of tax, and unrealized gains (losses) on hedging activities, net of tax. Foreign currency translation adjustments generally are not adjusted for income taxes as they relate to indefinite investments in non-U.S. operations. Accumulated other comprehensive income (loss) also includes, net of tax, actuarial gains or losses, prior service costs or credits and transition assets and obligations that are not recognized currently as components of net periodic pension cost.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

In the normal course of business, the Company is exposed to credit risk. The principal concentrations of credit risk are cash and cash equivalents, short-term investments, accounts receivable and derivative instruments. The Company regularly monitors and reviews identified credit risk exposures. Historically, credit losses on accounts receivable have not been material because of the large concentration of revenues with a small number of large, established companies. The Company does not require collateral or other security to support accounts receivable. The Company evaluates the creditworthiness of its clients in conjunction with its revenue recognition processes, as discussed above, as well as through its ongoing collectability assessment processes for accounts receivable. The Company maintains an allowance for doubtful accounts receivable based upon factors surrounding the credit risk of specific clients, historical trends and other information. The Company limits its counterparty credit risk exposures by entering into derivative contracts with financial institutions that are investment grade rated.

Cash Equivalents [Policy Text Block]

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less.

Receivables [Policy Text Block]

Receivables and Allowance for Doubtful Accounts

Trade receivables are comprised primarily of amounts owed to the Company by clients and are presented net of an allowance for doubtful accounts of $4.8 and $5.8 at December 31, 2017 and 2016, respectively. Contracts with individual clients determine when receivables are due, generally within 30 to 60 days, and whether interest is accrued on late payments.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company regularly reviews the adequacy of its allowance for doubtful accounts. The Company determines the allowance based on historical write-off experience and current economic conditions and also considers factors such as customer credit, past transaction history with the customer and changes in customer payment terms when determining whether the collection of a receivable is reasonably assured. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Property and Equipment [Policy Text Block]

Property and Equipment

Property and equipment are stated at cost. Depreciation is based on the straight-line method over the estimated useful lives of the assets. Buildings are generally depreciated over a 30-year life, software over a three- to ten-year life and equipment generally over a three- to five-year life. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease. Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Depreciation expense for assets held under capital leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease. Included within Property and equipment is initial cost of $3.5 related to assets under capital lease arrangements.

The Company reviews property and equipment asset groups for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company monitors these changes and events on at least a quarterly basis. Examples of events or changes in circumstances could include, but are not limited to, a prolonged economic downturn, current period operating or cash flow losses combined with a history of losses or a forecast of continuing losses associated with the use of an asset group, or a current expectation that an asset group will be sold or disposed of before the end of its previously estimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the property and equipment asset groups, as well as specific appraisals in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largely independent of cash flows associated with other property and equipment asset groups. If the future undiscounted cash flows result in a value that is less than the carrying value, then the long-lived asset is considered impaired and a loss is recognized based on the amount by which the carrying amount exceeds the estimated fair value. Various factors that the Company uses in determining the impact of these assessments include the expected useful lives of long-lived assets and our ability to realize any undiscounted cash flows in excess of the carrying amounts of such asset groups, and are affected primarily by changes in the expected use of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes in expected future cash flows. Because judgment is involved in determining the fair value of property and equipment asset groups, there is risk that the carrying value of these assets may require adjustment in future periods.

Internal Use Software [Policy Text Block]

Internal Use Software

The Company capitalizes certain expenditures for software that is purchased or internally developed for use in the business. During 2017, 2016, and 2015, amounts capitalized for internally developed software were $2.0, $3.7 and $14.2, respectively. Amortization of internal use software begins when the software is ready for service and continues on the straight-line method over the estimated useful life

Business Combinations Policy [Policy Text Block]

Business Combinations

Accounting for acquisitions requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with corresponding adjustments to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Refer to Note 3 of the Notes to Consolidated Financial Statements for a discussion of the buw acquisition.

Goodwill and Other Intangibles [Policy Text Block]

Goodwill and Other Intangibles

As discussed more fully in Note 6, goodwill is reviewed at the reporting unit level for impairment as of October 1 of each year and at other times if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable.

The first step of the impairment test compares the fair value of a reporting unit with its carrying amount, including the goodwill allocated to the reporting unit (Step 1). If the fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not to be impaired and no further analysis is necessary. If the carrying amount of the reporting unit exceeds the fair value, there is an indication of potential impairment and a second step of testing is performed to measure the amount of the impairment, if any, for that reporting unit.

When required, the second step compares the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit determined in step one over the fair value of the net assets and identifiable intangibles as if the reporting unit were being acquired. Any excess of the carrying value of the reporting unit goodwill over the implied fair value of the reporting unit goodwill will be recorded as an impairment loss. An impairment charge recognized cannot exceed the amount of goodwill allocated to a reporting unit and cannot be reversed subsequently even if the fair value of the reporting unit recovers.

Fair value of the reporting unit is determined using the income approach with corroboration from the market approach. Under the market approach, fair value is based on revenue and earnings multiples for guideline public companies in the reporting unit’s peer group. The market approach requires judgment regarding the selection of guideline companies. Under the income approach, value is dependent on the present value of net cash flows to be derived from ownership of the reporting unit. The income approach requires significant judgment including estimates about future cash flows and discount rates.

Other intangibles, primarily customer relationship assets and trademarks, are amortized over a straight-line basis with estimated useful lives ranging from one to seventeen years and are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amounts.

Postemployment Benefits [Policy Text Block]

Postemployment Benefits

The funded status of the Company’s pension and other postretirement benefit plans is recognized in the Consolidated Balance Sheets. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation at December 31, the measurement date. For defined benefit pension plans, the benefit obligation is the projected benefit obligation (PBO) and, for the other postretirement benefit plans, the benefit obligation is the accumulated postretirement benefit obligation (APBO). The PBO represents the actuarial present value of benefits expected to be paid upon retirement. For active plans, the present value reflects estimated future compensation levels. The APBO represents the actuarial present value of postretirement benefits attributed to employee services already rendered. The fair value of plan assets represents the current market value of assets held by an irrevocable trust fund for the sole benefit of participants. The measurement of the benefit obligation is based on the Company’s estimates and actuarial valuations. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain key assumptions that require significant judgment, including, but not limited to, estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates. For additional information regarding plan assumptions and the current financial position of the Company’s pension and other postretirement plans, see Note 9.

The Company provides severance benefits to certain employees. The Company accrues the benefits when it becomes probable that such benefits will be paid and when sufficient information exists to make reasonable estimates of the amounts to be paid.

Government Grants [Policy Text Block]

Government Grants

From time to time, the Company receives grants from local or state governments as an incentive to locate or retain operations in their jurisdictions. Depending on the arrangement, the grants are either received up-front or at the time the Company achieves the milestones set forth in the grant. The Company’s policy is to record the grant funds received as deferred credit and to amortize the deferred credit as a reduction of cost of providing services and products sold or selling, general and administrative expense as the milestones are met over the term of the grant.

Derivative Instruments [Policy Text Block]

Derivative Instruments

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 and interest rates. The Company currently uses only cash flow hedges. These instruments are hedges of forecasted transactions or of the variability of cash flows to be received or paid related to a recognized asset or liability. The Company generally enters into hedging contracts expiring within 36 months as hedges of anticipated cash flows denominated in foreign currencies. These contracts are entered into to protect against the risk that the eventual cash flows resulting from such transactions will be adversely affected by changes in exchange rates. In using derivative financial instruments to hedge exposures to changes in exchange rates, the Company exposes itself to counterparty credit risk.

All derivatives, including foreign currency exchange contracts, are recognized in the Consolidated Balance Sheets at fair value. Fair values for the Company’s derivative financial instruments are based on quoted market prices of comparable instruments or, if none are available, on pricing models or formulas using current assumptions. On the date the derivative contract is entered into, the Company determines whether the derivative contract qualifies for designation as a hedge. For derivatives that are designated as hedges, the Company further designates the hedge as either a fair value or cash flow hedge; all currently existing hedges have been designated as cash flow hedges. Changes in the fair value of derivatives that are highly effective and designated as cash flow hedges are reported as a component of Other Comprehensive (Loss) Income and reclassified into earnings in the same line-item associated with the forecasted transaction and in the same periods during which the hedged transaction impacts earnings. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedging activities. This process includes linking all derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to forecasted transactions, respectively. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively.

The Company also periodically enters into hedging contracts that are not designated as hedges. The purpose of the majority 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. The Company records changes in the fair value of these derivative instruments in the Consolidated Statements of Income within Other income, net.

Equity-Method Investments [Policy Text Block]

Investments

Management determines the appropriate classification of securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Currently all investment securities are classified as trading, and are reported within short-term investments in the Consolidated Balance Sheets. Trading 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 is included in Other income (expense), net.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value Measurements

The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-04, “Simplifying the Test for Goodwill Impairment.” This ASU eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. Goodwill impairment charges, if any, would be determined by the difference between a reporting unit's carrying value and its fair value (impairment loss is limited to the carrying value). This standard is effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs.” This ASU requires the service component of pension and other postretirement benefit costs to be presented in the same line item as other employee compensation costs on the consolidated statement of income; however, the other components of net benefit cost are required to be presented outside of operating income within the consolidated statements of income. The Company retrospectively adopted this ASU on January 1, 2017. The impact of the adoption on balances previously reported as of December 31, 2016 and 2015 were as follows:

	Year Ended December 31, 2016
Consolidated Statement of Income Caption	Previously Reported			Change			Currently Reported
Cost of providing services and products sold		$1,848.0			($4.9	)		$1,843.1
Selling, general and administrative		$700.2			($4.8	)		$695.4
Total costs and expenses		$2,708.7			($9.7	)		$2,699.0
Operating Income		$204.9			$9.7			$214.6
Other income (expense), net		($0.9	)		($9.7	)		($10.6	)

	Year Ended December 31, 2015
Consolidated Statement of Income Caption	Previously Reported		Change			Currently Reported
Cost of providing services and products sold		$1,877.5		($5.6	)		$1,871.9
Selling, general and administrative		$691.7		($4.7	)		$687.0
Total costs and expenses		$2,756.2		($10.3	)		$2,745.9
Operating Income		$194.4		$10.3			$204.7
Other income (expense), net		$0.8		($10.3	)		($9.5	)

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU is intended to simplify accounting for share-based payments and requires that excess tax benefits for share-based payments be recorded as a reduction of income tax expense and reflected within operating cash flows rather than being recorded within equity and reflected within financing cash flows. The ASU also provides the option to recognize forfeitures as they occur rather than estimating the number of awards expected to be forfeited. The Company adopted this ASU as of January 1, 2017 and applied the new guidance related to excess tax benefits on a prospective basis. The Company elected to account for forfeitures of share-based payments as they occur and does not apply estimated forfeiture rates. As a result of this election, the Company recorded a $0.6 cumulative effect adjustment to the retained earnings balance as of January 1, 2017 for outstanding awards based on the difference between the fair value of awards historically expected to be forfeited and the fair value of awards actually forfeited.

In February 2016, the FASB issued ASU 2016-02, “Leases.” This ASU will require lessees to recognize almost all leases on the balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as finance leases or operating leases. The Company will adopt this standard on January 1, 2019 and is currently assessing the effect that adoption of the new standard will have on its consolidated financial statements. The Company currently expects adoption of this standard will result in a material increase to the assets and liabilities on the Consolidated Balance Sheets.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This ASU requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. This ASU was effective for interim and annual periods beginning after December 15, 2015 and was required to be applied retrospectively. The Company adopted this ASU as of March 31, 2016, which resulted in the reclassification of $1.5 of debt issuance costs included in other current assets and other non-current assets to long-term debt and capital lease obligations on the Consolidated Balance Sheet as of December 31, 2015. As of December 31, 2016, $1.4 of debt issuance costs are reducing the carrying amount of the Company’s long-term debt.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The standard applies one comprehensive revenue recognition model across all contracts, entities and sectors. The core principal of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard includes cost guidance, whereby all direct and incremental costs to obtain or fulfill a contract will be capitalized and amortized over the corresponding period of benefit, determined on a contract by contract basis. The Company adopted this standard on January 1, 2018. The largest impacts to the Company’s financial statements will result from the new qualitative and quantitative disclosures that will be required upon adoption of the new standard, and the capitalization of certain direct and incremental contract costs. The Company will apply the modified retrospective adoption alternative for this standard and anticipates recognizing a cumulative effect adjustment of approximately $4.0 to retained earnings as of January 1, 2018, which reflects the deferral of contract costs. We have concluded that the new standard will not have an impact on the timing or revenue recognition pattern of any of our identified revenue streams.

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Significant Accounting Policies Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2017

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

The Company retrospectively adopted this ASU on January 1, 2017. The impact of the adoption on balances previously reported as of December 31, 2016 and 2015 were as follows:

	Year Ended December 31, 2016
Consolidated Statement of Income Caption	Previously Reported			Change			Currently Reported
Cost of providing services and products sold		$1,848.0			($4.9	)		$1,843.1
Selling, general and administrative		$700.2			($4.8	)		$695.4
Total costs and expenses		$2,708.7			($9.7	)		$2,699.0
Operating Income		$204.9			$9.7			$214.6
Other income (expense), net		($0.9	)		($9.7	)		($10.6	)

	Year Ended December 31, 2015
Consolidated Statement of Income Caption	Previously Reported		Change			Currently Reported
Cost of providing services and products sold		$1,877.5		($5.6	)		$1,871.9
Selling, general and administrative		$691.7		($4.7	)		$687.0
Total costs and expenses		$2,756.2		($10.3	)		$2,745.9
Operating Income		$194.4		$10.3			$204.7
Other income (expense), net		$0.8		($10.3	)		($9.5	)

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Business Combination Business Combination (Tables)

12 Months Ended

Dec. 31, 2017

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

he following table summarizes the values of the assets acquired and liabilities assumed at the date of acquisition:

	August 1, 2016
Assets:
Receivables		$35.3
Other current assets	2.5
Property and equipment	6.9
Goodwill	98.5
Intangible assets	22.7
Other assets	0.3
Liabilities:
Accounts payable	(0.8		)
Accrued expenses	(15.0		)
Deferred tax - net	(6.7		)
Other long-term liabilities	(5.8		)
Total purchase price		$137.9

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

The following details the total intangible assets identified:

			Life
Intangible asset type	Value		(years)
Customer relationship		$22.0	10
Trade name	0.7		1
Total		$22.7

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Earnings (Loss) Per Share and Shareholder’s Equity (Tables)

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

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
Shares (in millions)	Shares	Net Income		Per Share Amount			Net Income		Per Share Amount		Per Share Amount
2017:
Basic EPS	93.2		$121.4		$1.30			$—		$—		$1.30
Effect of dilutive securities:
Stock-based compensation arrangements	0.8	—		(0.01		)	—		—		(0.01		)
Convertible Debt	5.9	—		(0.07		)	—		—		(0.07		)
Diluted EPS	99.9		$121.4		$1.22			$—		$—		$1.22
2016:
Basic EPS	95.8		$133.0		$1.39			$10.0		$0.10		$1.49
Effect of dilutive securities:
Stock-based compensation arrangements	0.8	—		(0.01		)	—		—		(0.01		)
Convertible Debt	5.9	—		(0.08		)	—		—		(0.08		)
Diluted EPS	102.5		$133.0		$1.30			$10.0		$0.10		$1.40
2015:
Basic EPS	98.1		$168.4		$1.72			$0.6		$0.01		$1.73
Effect of dilutive securities:
Stock-based compensation arrangements	0.8	—		(0.03		)	—		—		(0.03		)
Convertible Debt	5.8	—		(0.09		)	—		—		(0.09		)
Diluted EPS	104.7		$168.4		$1.60			$0.6		$0.01		$1.61

Share Repurchase Activity

Below is a summary of the Company’s share repurchases during 2017, 2016 and 2015:

	Shares	Cost
2017	3.4		$81.6
2016	2.7		$71.6
2015	3.1		$72.5

Schedule of Dividends Declared and Paid [Line Items]

Schedule of Dividends Declared and Paid [Table Text Block]

During 2016 and 2017, the Company’s Board of Directors declared the following dividends per common share, which were paid by the Company on the payment dates listed below:

Announcement Date	Record Date	Dividend Amount	Payment Date
February 23, 2016	March 24, 2016	$0.08	April 8, 2016
May 9, 2016	June 24, 2016	$0.09	July 8, 2016
August 8, 2016	September 23, 2016	$0.09	October 7, 2016
November 8, 2016	December 23, 2016	$0.09	January 6, 2017
February 22, 2017	March 24, 2017	$0.09	April 7, 2017
May 8, 2017	June 23, 2017	$0.10	July 7, 2017
August 8, 2017	September 22, 2017	$0.10	October 6, 2017
November 7, 2017	December 22, 2017	$0.10	January 5, 2018

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Goodwill and Other Intangible Assets and Long-Lived Assets (Tables)

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Below is a progression of goodwill for 2017 and 2016:

Balance at December 31, 2015		$830.3
buw acquisition - preliminary purchase price allocation	98.3
Foreign currency and other	(11.7		)
Balance at December 31, 2016		$916.9
buw acquisition - measurement period adjustments	0.2
Foreign currency and other	20.8
Balance at December 31, 2017		$937.9

Schedule Of Total Intangible Assets Primarily Acquired Through Business Combinations

As of December 31, 2017 and 2016, the Company’s other intangible assets consisted of the following:

2017	Gross Carrying Amount		Accumulated Amortization			Net
Customer relationships and other intangibles		$484.6		($198.0	)		$286.6
Trademarks	27.0		(26.3		)	0.7
Software (classified within Property and equipment, net)	41.3		(41.3		)	—
Total		$552.9		($265.6	)		$287.3
2016
Customer relationships and other intangibles		$474.0		($171.4	)		$302.6
Trademarks	26.5		(21.5		)	5.0
Software (classified within Property and equipment, net)	41.3		(41.3		)	—
Total		$541.8		($234.2	)		$307.6

Schedule Of Estimated Amortization Expense

Amortization expense for intangibles was $28.9, $28.1 and $27.0 for the years ended December 31, 2017, 2016 and 2015, respectively, and the related estimated expense for the five subsequent fiscal years is as follows:

For the year ended 2018		$24.9
For the year ended 2019	24.2
For the year ended 2020	23.6
For the year ended 2021	21.9
For the year ended 2022	21.6
Thereafter	171.1

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Debt And Capital Lease Obliations (Tables)

12 Months Ended

Dec. 31, 2017

Long-term Debt and Capital Lease Obligations [Abstract]

Schedule Of Debt And Capital Lease Obligations

As of December 31, 2017 and 2016, debt and capital lease obligations consisted of the following:

	At December 31,
	2017			2016
Term Loan, due 2019		$99.3			$212.9
Convertible Debentures, due 2029	65.5			63.7
Capital Lease Obligations	2.1			3.6
Accounts Receivable Securitization	103.0			20.0
Total debt	269.9			300.2
Less debt issuance costs	1.3			1.4
Total debt, net	268.6			298.8
Less current maturities	0.9			1.8
Long-term debt		$267.7			$297.0
Weighted average effective interest rates:
Term Loan, due 2019	3.6		%	3.0		%
Accounts Receivable Securitization	1.9		%	1.7		%
Convertible Debentures, due 2029	7.2		%	7.0		%

Schedule Of Future Minimum Payments

At December 31, 2017, future minimum payments of the Company’s debt and capital lease arrangements (exclusive of any debt discounts) are as follows:

2018	$	42.2
2019	100.7
2020	62.2
2021	—
2022	—
Thereafter	125.0
Total	$	330.1

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Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of Net Funded Status

The reconciliation of the defined benefit plans’ projected benefit obligation and the fair value of plan assets for the years ended December 31, 2017 and 2016 are as follows:

	At December 31,
	2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year		$225.7			$242.9
Service cost	5.5			6.5
Interest cost	7.3			8.6
Settlement	(9.5		)	(15.4		)
Actuarial gain (loss)	26.4			(4.3		)
Benefits paid	(13.3		)	(12.6		)
Benefit obligation at end of year		$242.1			$225.7
Change in plan assets:
Fair value of plan assets at beginning of year		$154.2			$157.2
Actual return on plan assets	18.9			7.9
Settlement	(9.5		)	(15.4		)
Employer contribution	7.2			17.1
Benefits paid	(13.3		)	(12.6		)
Fair value of plan assets at end of year		$157.5			$154.2
Funded status		($84.6	)		($71.5	)
Amounts recognized in the Consolidated Balance Sheets consisted of:
Current liability		($6.9	)		($6.4	)
Non-current liability		($77.7	)		($65.1	)
Accumulated other comprehensive loss		($62.4	)		($53.3	)

Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets

The following table provides a reconciliation of the beginning and ending balances for the Level 3 assets:

	Year Ended December 31
	2017			2016
Balance, beginning of year		$2.2			$2.8
Unrealized losses relating to instruments still held at the reporting date	(0.1		)	(0.3		)
Distributions	(0.3		)	(0.3		)
Balance, end of year		$1.8			$2.2

Schedule of Assumptions Used

The following weighted-average rates were used in determining the benefit obligations at December 31:

	2017			2016
Discount rate—projected benefit obligation	1.50%	-	5.76%	1.55%	-	5.56%
Future compensation growth rate	2.00%	-	4.50%	2.00%	-	4.00%
Expected long-term rate of return on plan assets	6.25%	-	6.75%	6.75%	-	7.00%

The following weighted-average rates were used in determining the pension cost for all years ended December 31:

	2017			2016			2015
Discount rate—projected benefit obligation	1.50%	-	5.76%	1.55%	-	5.56%	3.61%	-	5.56%
Future compensation growth rate	2.00%	-	4.50%	2.00%	-	4.00%	2.50%	-	4.50%
Expected long-term rate of return on plan assets	6.75%			6.75%	-	7.00%	6.75%	-	7.00%

Schedule of Allocation of Plan Assets

The following table sets forth by level, within the fair value hierarchy, the cash balance plan’s assets at fair value as of December 31, 2017 and 2016:

Investments	December 31, 2017		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common/collective trusts:
Fixed income		$62.4		$—		$62.4		$—
U.S. large cap	56.7		—		56.7		—
U.S. small cap	10.0		—		10.0		—
International equity	26.6		—		26.6		—
Limited partnership	1.8		—		—		1.8
Total investments		$157.5		$—		$155.7		$1.8

Investments	December 31, 2016		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common/collective trusts:
Fixed income		$60.8		$—		$60.8		$—
U.S. large cap	54.2		—		54.2		—
U.S. small cap	10.3		—		10.3		—
International equity	26.7		—		26.7		—
Limited partnership	2.2		—		—		2.2
Total investments		$154.2		$—		$152.0		$2.2

Pension Plan [Member]

Schedule of Net Benefit Costs [Table Text Block]

Components of pension cost and other amounts recognized in other comprehensive income for the Company’s defined benefit plans are as follows:

	Year Ended December 31,
	2017			2016			2015
Service cost		$5.5			$6.5			$7.5
Interest cost on projected benefit obligation	7.3			8.6			10.5
Expected return on plan assets	(9.9		)	(10.0		)	(10.2		)
Amortization and deferrals—net	6.2			6.6			10.4
Settlement charge	2.5			4.8			—
Total pension cost		$11.6			$16.5			$18.2
Other comprehensive (loss) income		($9.1	)		$11.1			$14.5

Schedule of Expected Benefit Payments

Estimated future benefit payments from the defined benefit plans are as follows:

2018		$23.3
2019	21.0
2020	20.5
2021	19.9
2022	19.6
2023 - 2027	88.0
Total		$192.3

Other Pension Plan [Member]

Schedule of Net Benefit Costs [Table Text Block]

Components of pension cost and other amounts recognized in other comprehensive loss for the EDCP are as follows:

	Year Ended December 31,
	2017			2016			2015
Service cost		$1.8			$1.3			$1.5
Interest cost on projected benefit obligation	0.4			0.3			0.4
Total pension cost		$2.2			$1.6			$1.9
Other comprehensive loss		($1.8	)		($1.0	)		($0.6	)

Schedule of Expected Benefit Payments

Estimated future benefit payments from the EDCP are as follows:

2018		$2.3
2019	0.8
2020	0.9
2021	1.2
2022	1.2
2023 - 2027	8.7
Total		$15.1

Schedule of Changes in Projected Benefit Obligations

The reconciliation of the EDCP projected benefit obligation for the years ended December 31, 2017 and 2016 is as follows:

	At December 31,
	2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year		$14.9			$13.7
Service cost	1.8			1.3
Interest cost	0.4			0.3
Actuarial loss	1.8			1.0
Benefits paid	(1.4		)	(1.4		)
Benefit obligation at end of year		$17.5			$14.9
Funded status		($17.5	)		($14.9	)
Amounts recognized in the Consolidated Balance Sheets consisted of:
Current liability		($2.3	)		($1.6	)
Non-current liability		($15.2	)		($13.3	)
Accumulated other comprehensive loss		($2.0	)		($0.2	)

Other Pension, Postretirement and Supplemental Plans [Member]

Schedule of Net Benefit Costs [Table Text Block]

Components of other post-employment benefit plan cost and other amounts recognized in other comprehensive loss for the postretirement health and life insurance plans are as follows:

	2017			2016			2015
Interest cost on projected benefit obligation		$0.1			$0.1			$0.2
Expected return on plan assets	(0.2		)	(0.2		)	(0.3		)
Amortization and deferrals—net	(0.6		)	(0.6		)	(0.7		)
Total other benefit		($0.7	)		($0.7	)		($0.8	)
Other comprehensive loss		($1.1	)		($0.9	)		($0.7	)

Schedule of Net Funded Status

The reconciliation of the postretirement health and life insurance plans’ projected benefit obligation and the fair value of plan assets for the years ended December 31, 2017 and 2016 are as follows:

	At December 31,
	2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year		$4.2			$4.2
Interest cost	0.1			0.1
Actuarial loss	0.4			0.1
Benefits paid	(0.2		)	(0.2		)
Benefit obligation at end of year		$4.5			$4.2
Change in plan assets:
Fair value of plan assets at beginning of year		$3.2			$3.4
Actual return on plan assets	—			0.1
Employer contribution	0.2			0.1
Asset transfer	—			(0.2		)
Benefits paid	(0.2		)	(0.2		)
Fair value of plan assets at end of year		$3.2			$3.2
Funded status		($1.3	)		($1.0	)
Amounts recognized in the Consolidated Balance Sheets consisted of:
Current liability		($0.1	)		($0.1	)
Non-current liability		($1.2	)		($0.9	)
Accumulated other comprehensive income		$0.1			$1.2

Schedule of Expected Benefit Payments

Estimated future benefit payments from the postretirement health and life insurance plans are as follows:

2018		$0.2
2019	0.2
2020	0.2
2021	0.2
2022	0.2
2023 - 2027	1.2
Total		$2.2

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Stock-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2017

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

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

The following table shows certain information as of December 31, 2017, with respect to compensation plans under which common shares are authorized for issuance:

Shares (in millions)	Number of Common Shares to be Issued Upon Exercise	Weighted Average Exercise Price		Common Shares Available for Future Issuance
Equity compensation plans approved by shareholders
Stock options	0.3		$13.45	—
Restricted stock units	2.1	—		—
	2.4		$13.45	6.4

Schedule of Share-based Compensation, Stock Options, Activity

Presented below is a summary of Company stock option activity. Prior to 2016, all outstanding stock options were fully vested and the related expense had been fully recognized.

Shares (in millions)	Shares		Weighted Average Exercise Price
Options outstanding at January 1, 2015	0.7			$13.24
Options exercisable at January 1, 2015	0.5		13.41
Granted	—		—
Exercised	(0.2	)	13.09
Forfeited	—		—
Options outstanding at December 31, 2015	0.5			$13.33
Options exercisable at December 31, 2015	0.5			$13.33
Granted	—		—
Exercised	(0.1	)	13.24
Forfeited	—		—
Options outstanding at December 31, 2016	0.4			$13.34
Options exercisable at December 31, 2016	0.4			$13.34
Granted	—		—
Exercised	(0.1	)	12.92
Forfeited	—		—
Options outstanding at December 31, 2017	0.3			$13.45
Options exercisable at December 31, 2017	0.3			$13.45

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range

The following table summarizes the status of the Company stock options outstanding and exercisable at December 31, 2017:

Shares (in millions)	Options Outstanding				Options Exercisable
Range of Exercise Prices	Shares	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Shares	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price
$12.79 to $13.76	0.3	3.4	13.45		0.3	3.4	13.45
Total	0.3	3.4		$13.45	0.3	3.4		$13.45

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Stock-Based Compensation Plans Schedule of Non-Vested Restricted Stock Units Activity (Tables)

12 Months Ended

Dec. 31, 2017

Performance Based Restricted Stock [Member]

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]

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

Changes to non-vested performance-based restricted stock units for the years ended December 31, 2017, 2016 and 2015 were as follows:

Shares (in millions)	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2014	—			$—
Granted	0.3		28.84
Vested	—		—
Forfeited	—		—
Non-vested at December 31, 2015	0.3		21.84
Granted	0.3		26.49
Vested	(0.3	)	21.92
Forfeited	—		—
Non-vested at December 31, 2016	0.3		26.48
Granted	0.3		21.27
Vested	(0.3	)	26.16
Forfeited	—		—
Non-vested at December 31, 2017	0.3			$21.28

Time-Based Restricted Stock [Member]

Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]

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

Changes to non-vested time-based restricted stock units for the years ended December 31, 2017 and 2016 were as follows:

Shares (in millions)	Number of Shares		Weighted Average Fair Value at Date of Grant
Non-vested at December 31, 2014	1.3			$17.66
Granted	0.7		22.41
Vested	(0.5	)	16.53
Forfeited	(0.2	)	20.78
Non-vested at December 31, 2015	1.3		20.20
Granted	0.5		26.51
Vested	(0.5	)	19.35
Forfeited	—		—
Non-vested at December 31, 2016	1.3		23.23
Granted	0.7		23.59
Vested	(0.6	)	22.80
Forfeited	(0.1	)	24.68
Non-vested at December 31, 2017	1.3			$23.46

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Commitments And Contingencies (Tables)

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

At December 31, 2017, the total minimum rental commitments under non-cancelable operating leases are as follows:

2018		$104.9
2019	85.0
2020	66.7
2021	50.8
2022	35.5
Thereafter	79.0
Total		$421.9

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Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value Of Derivative Instruments

The following table reflects the fair values of these derivative instruments:

	At December 31,
	2017		2016
Forward exchange contracts and options designated as hedging instruments:
Included within other current assets		$14.5		$3.0
Included within other non-current assets	8.7		2.3
Included within other current liabilities	7.7		31.3
Included within other long-term liabilities	1.7		15.4

Effect Of Derivative Instruments On Consolidated Financial Statements

The following tables provide the effect of these derivative instruments on the Company’s Consolidated Financial Statements during 2017 and 2016, respectively:

2017:

Derivatives in Cash Flow Hedging Relationships	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)
Foreign exchange contracts		$35.0		($20.3	)	Cost of providing services and products sold and Selling, general and administrative

2016:

Derivatives in Cash Flow Hedging Relationships	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)
Foreign exchange contracts		($25.5	)		($26.4	)	Cost of providing services and products sold and Selling, general and administrative

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2017

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]

The derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 were as follows:

	December 31, 2017		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)		$24.2		$—		$24.2		$—
Foreign currency forward contracts (liability position)		$19.2		$—		$19.2		$—

	December 31, 2016		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)		$5.6		$—		$5.6		$—
Foreign currency forward contracts (liability position)		$49.0		$—		$49.0		$—

Investments [Member]

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

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

The assets measured at fair value on a recurring basis as of December 31, 2017 and 2016 were as follows:

	December 31, 2017		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		$12.4		$12.4		$—		$—
Money market accounts	1.1		1.1		—		—
Total		$13.5		$13.5		$—		$—

	December 31, 2016		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		$10.5		$10.5		$—		$—
Convergys common stock	1.3		1.3		—		—
Money market accounts	0.6		0.6		—		—
Total		$12.4		$12.4		$—		$—

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The Company’s provision for income taxes from continuing operations consists of the following:

	Year Ended December 31,
	2017			2016			2015
Current:
United States federal		$32.7			$0.1			($21.3	)
Non-U.S.	20.2			40.5			25.3
State and local	2.9			2.4			—
Total current	55.8			43.0			4.0
Deferred:
United States federal	(35.0		)	14.7			6.0
Non-U.S.	29.5			(5.0		)	(4.3		)
State and local	8.1			0.2			2.9
Total deferred	2.6			9.9			4.6
Total		$58.4			$52.9			$8.6

Schedule of Effective Income Tax Rate Reconciliation

The following is a reconciliation of the statutory federal income tax rate with the effective tax rate from continuing operations for the tax expense in 2017, 2016 and 2015, respectively:

	Year Ended December 31,
	2017		2016		2015
U.S. federal statutory rate	35.0	%	35.0	%	35.0	%
Permanent differences	3.1		4.5		2.3
State and local income taxes, net of federal income tax	1.1		0.9		1.1
International rate differential, including tax holidays	(24.5	)	(24.5	)	(21.2	)
Non-U.S. valuation allowances	2.4		2.1		1.0
Adjustments for uncertain tax positions	(1.0	)	(0.2	)	(12.9	)
Legal entity restructuring charges	—		2.3		—
Tax credits and other	(3.6	)	(0.1	)	0.6
Foreign repatriation, net of foreign tax credits	1.1		8.5		(1.0	)
Impact of the 2017 Tax Act
Deemed repatriation of non-U.S. earnings, net of foreign tax credits, and other	62.1		—		—
Non-U.S. withholding taxes related to certain non-U.S. earnings subject to repatriation	11.3		—		—
Remeasurement of U.S. net deferred tax liabilities from 35% to 21%	(54.5	)	—		—
Effective rate	32.5	%	28.5	%	4.9	%

Schedule of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities are as follows:

	At December 31,
	2017			2016
Deferred tax assets:
Loss and credit carryforwards		$84.9			$95.0
Pension and employee benefits	32.1			35.4
Deferred revenue	3.8			6.0
Foreign currency hedges	—			15.9
Intercompany payables/receivables	0.2			57.2
Other	25.5			27.9
Valuation allowances	(49.1		)	(37.6		)
Total deferred tax assets	97.4			199.8
Deferred tax liabilities:
Depreciation and amortization	177.7			270.5
Contingent debt and accrued interest	67.4			89.5
Foreign currency hedges	3.5			—
Unremitted non-U.S. earnings	42.0			15.9
Other	8.1			4.0
Total deferred tax liabilities	298.7			379.9
Net deferred tax liabilities		($201.3	)		($180.1	)

The Company recorded a provisional adjustment to its U.S. federal deferred income tax assets and liabilities as of December 31, 2017 to reflect the reduction in the U.S. federal corporate income tax rate from 35% to 21% resulting from the 2017 Tax Act.

Deferred tax assets and liabilities in the preceding table, after netting by taxing jurisdiction, are in the following captions in the Consolidated Balance Sheets at December 31, 2017 and 2016.

	At December 31,
	2017			2016
Non-current deferred tax asset		$21.3			$17.7
Non-current deferred tax liability	222.6			197.8
Total deferred tax liability		($201.3	)		($180.1	)

Summary of Income Tax Contingencies

A reconciliation of the beginning and ending total amounts of unrecognized tax benefits (exclusive of interest and penalties) is as follows:

	2017			2016
Balance at January 1	$	10.5		$	21.6
Additions based on tax positions related to the current year	0.6			0.4
Additions for tax positions of prior years	0.2			0.3
Settlements	(1.0		)	0.4
Reductions for tax positions of prior years	(0.2		)	—
Lapse of statutes of limitations	(0.7		)	(12.2		)
Balance at December 31		$9.4			$10.5

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Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2017

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

Schedule of Accumulated Other Comprehensive Income (Loss) [Table 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):

		Foreign Currency			Derivative Financial Instruments			Pension Liability			Total
Balance at December 31, 2015			($38.2	)		($26.1	)		($37.5	)		($101.8	)
	Other comprehensive (loss) income before reclassifications, net of tax	(18.4		)	(15.7		)	(1.0		)	(35.1		)
	Settlement of pension obligation, net of tax	—			—			3.0			3.0
	Amounts reclassified from accumulated other comprehensive income, net of tax	—			16.3			3.8			20.1
Net current-period other comprehensive (loss) income		(18.4		)	0.6			5.8			(12.0		)
Balance at December 31, 2016			($56.6	)		($25.5	)		($31.7	)		($113.8	)
	Other comprehensive income (loss) before reclassifications, net of tax	21.2			23.4			(14.7		)	29.9
	Settlement of pension obligation, net of tax	—			—			1.5			1.5
	Amounts reclassified from accumulated other comprehensive income, net of tax	—			12.5			3.3			15.8
Net current-period other comprehensive income		21.2			35.9			(9.9		)	47.2
Balance at December 31, 2017			($35.4	)		$10.4			($41.6	)		($66.6	)

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

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
2017:
Loss on derivative instruments		($20.3	)	Cost of providing services and products sold and Selling, general and administrative
Tax benefit	7.8			Income tax expense
Loss on derivative instruments, net of tax	(12.5		)	Income from Continuing Operations, net of tax
Adjustments of pension and other post employment obligations	(8.0		)	Selling, general and administrative
Tax benefit	3.2			Income tax expense
Adjustment of pension and other post employment obligations, net of tax	(4.8		)	Income from Continuing Operations, net of tax
Total reclassifications for the period		($17.3	)
2016:
Loss on derivative instruments		($26.4	)	Cost of providing services and products sold and Selling, general and administrative
Tax benefit	10.1			Income tax expense
Loss on derivative instruments, net of tax	(16.3		)	Income from Continuing Operations, net of tax
Adjustment of pension and other post employment obligations	(10.9		)	Selling, general and administrative
Tax benefit	4.1			Income tax expense
Adjustment of pension and other post employment obligations, net of tax	(6.8		)	Income from Continuing Operations, net of tax
Total reclassifications for the period		($23.1	)

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Additional Financial Information (Tables)

12 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Additional Financial Information

	At December 31,
	2017			2016
Property and equipment, net:
Land		$6.9			$6.9
Buildings	104.8			104.8
Leasehold improvements	348.4			325.9
Equipment	538.2			552.1
Software	350.0			366.7
Construction in progress and other	26.2			32.8
	1,374.5			1,389.2
Less: Accumulated depreciation	(1,114.5		)	(1,085.1		)
		$260.0			$304.1
Payables and other current liabilities:
Accounts payable		$41.3			$53.9
Accrued income and other taxes	41.9			44.1
Accrued payroll-related expenses	131.6			132.0
Derivative liabilities	17.6			33.6
Accrued expenses, other	63.5			63.7
Restructuring and exit costs	8.7			0.8
Deferred revenue and government grants	17.5			17.7
		$322.1			$345.8

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Industry Segments and Geographic Operations (Tables)

12 Months Ended

Dec. 31, 2017

Segment Reporting Information, Revenue for Reportable Segment [Abstract]

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area

The following table presents certain geographic information regarding the Company’s operations. The Company attributes revenues from external customers to the country of domicile of the Convergys legal entity that is party to each customer contract.

	Year Ended December 31,
	2017		2016		2015
Revenues:
United States		$2,066.6		$2,321.2		$2,385.6
Rest of World	725.5		592.4		565.0
		$2,792.1		$2,913.6		$2,950.6

Segment Reporting Information [Line Items]

Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block]

	At December 31,
	2017		2016
Long-lived Assets:
United States		$832.6		$869.3
Philippines	176.5		192.6
Rest of World	547.9		525.1
		$1,557.0		$1,587.0

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Quarterly Financial Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter (a)		Total
2017:
Revenues		$727.6		$686.8		$688.3		$689.4		$2,792.1
Operating Income	48.8		48.8		48.1		51.5		197.2
Net Income	37.9		39.8		34.8		8.9		121.4
Basic Earnings Per Common Share		$0.40		$0.42		$0.38		$0.10		$1.30
Diluted Earnings Per Common Share		$0.38		$0.40		$0.35		$0.09		$1.22

	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter (b)		Total
2016:
Revenues		$722.2		$692.3		$741.2		$757.9		$2,913.6
Operating Income	60.4		46.3		50.6		57.2		214.6
Income from Continued Operations, net of tax	44.5		33.2		37.7		17.5		133.0
Income from Discontinued Operations, net of tax	—		—		10.0		—		10.0
Net Income	44.5		33.2		47.7		17.5		143.0
Basic Earnings Per Common Share:
Continuing Operations		$0.46		$0.35		$0.39		$0.18		$1.39
Discontinued Operations	—		—		0.11		—		0.10
Basic Earnings Per Common Share		$0.46		$0.35		$0.50		$0.18		$1.49
Diluted Earnings Per Common Share
Continuing Operations		$0.43		$0.32		$0.36		$0.17		$1.30
Discontinued Operations	—		—		0.10		—		0.10
Basic Earnings Per Common Share		$0.43		$0.32		$0.46		$0.17		$1.40

(a) Fourth quarter 2017 includes a decrease in operating income of $8.2 resulting from $0.4 of integration-related expenses associated with Convergys’ acquisition of Stream and buw, $0.6 of depreciation expense resulting from the fair value write-up of property and equipment acquired from Stream and buw and $7.2 of amortization expense related to acquired intangible assets. Fourth quarter 2017 also includes a $0.5 pension settlement charge and a $32.3 net impact to income tax expense resulting from the enactment of the 2017 Tax Act.

(b) Fourth quarter 2016 includes a decrease in operating income of $9.9 resulting from $1.4 of integration-related expenses associated with Convergys’ acquisition of Stream and buw, $0.1 of expense associated with the acquisition of buw, $1.1 of depreciation expense resulting from the fair value write-up of property and equipment acquired from Stream and buw and $7.3 of amortization expense related to acquired intangible assets. Fourth quarter 2016 also includes a $4.8 pension settlement charge and $20.3 of tax expense associated with the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions that provided the Company with increased flexibility to manage its strategic priorities.

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Background And Basis of Presentation (Details)	12 Months Ended
	Dec. 31, 2017
Entity Information [Line Items]
Entity Number of Employees	115,000
Number of Countries in which Entity Operates	33
Number of Languages Spoken	58
Entity Number of Contact Centers	140

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Significant Accounting Policies (Details) - USD ($) $ in Millions		3 Months Ended										12 Months Ended
		Dec. 31, 2017		Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016		Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Jan. 01, 2018	Jan. 01, 2017
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets																$ 0.6
Derivative instruments maturity period (in months)												33 months
Percent Of Revenue Derived From Agents												95.00%
Minimum Percent Likely To Be Recognized To Measure Tax Benefit												50.00%
Allowance for doubtful accounts receivable		$ 4.8					$ 5.8					$ 4.8	$ 5.8
Capitalized Computer Software, Period Increase (Decrease)												2.0	3.7	$ 14.2
Capital Leased Assets, Gross		3.5										3.5
Unamortized Debt Issuance Expense		1.3					1.4					1.3	1.4	1.5
Cumulative Effect of New Accounting Principle in Period of Adoption		(0.6)										(0.6)			$ 4.0
Cost of Revenue	[1]											1,734.9	1,843.1	1,871.9
Selling, General and Administrative Expense												699.0	695.4	687.0
Costs and Expenses												2,594.9	2,699.0	2,745.9
Operating Income (Loss)		$ 51.5	[2]	$ 48.1	$ 48.8	$ 48.8	$ 57.2	[3]	$ 50.6	$ 46.3	$ 60.4	197.2	214.6	204.7
Other Nonoperating Income (Expense)												$ 0.9	(10.6)	(9.5)
Minimum [Member]
Number Of Days Receivables Are Generally Due												30
Maximum [Member]
Number Of Days Receivables Are Generally Due												60
Building [Member]
Property, Plant and Equipment, Estimated Useful Lives												30
Computer Software, Intangible Asset [Member] | Minimum [Member]
Property, Plant and Equipment, Estimated Useful Lives												3
Computer Software, Intangible Asset [Member] | Maximum [Member]
Property, Plant and Equipment, Estimated Useful Lives												10
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Estimated Useful Lives												3
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Estimated Useful Lives												5
Trademarks [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life												1 year
Trademarks [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life												4 years
Customer Relationships [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life												1 year
Customer Relationships [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life												17 years
Cost of Sales [Member]
Prior Period Reclassification Adjustment													17.9
Selling, General and Administrative Expenses [Member]
Prior Period Reclassification Adjustment													17.9
Previous Accounting Guidance [Member]
Cost of Revenue													1,848.0	1,877.5
Selling, General and Administrative Expense													700.2	691.7
Costs and Expenses													2,708.7	2,756.2
Operating Income (Loss)													204.9	194.4
Other Nonoperating Income (Expense)													(0.9)	0.8
Scenario, Adjustment [Member]
Cost of Revenue													(4.9)	(5.6)
Selling, General and Administrative Expense													(4.8)	(4.7)
Costs and Expenses													(9.7)	(10.3)
Operating Income (Loss)													9.7	10.3
Other Nonoperating Income (Expense)													$ (9.7)	$ (10.3)

[1] Exclusive of depreciation and amortization, with the exception of amortization of deferred charges.

[2] Fourth quarter 2017 includes a decrease in operating income of $8.2 resulting from $0.4 of integration-related expenses associated with Convergys’ acquisition of Stream and buw, $0.6 of depreciation expense resulting from the fair value write-up of property and equipment acquired from Stream and buw and $7.2 of amortization expense related to acquired intangible assets. Fourth quarter 2017 also includes a $0.5 pension settlement charge and a $32.3 net impact to income tax expense resulting from the enactment of the 2017 Tax Act.

[3] Fourth quarter 2016 includes a decrease in operating income of $9.9 resulting from $1.4 of integration-related expenses associated with Convergys’ acquisition of Stream and buw, $0.1 of expense associated with the acquisition of buw, $1.1 of depreciation expense resulting from the fair value write-up of property and equipment acquired from Stream and buw and $7.3 of amortization expense related to acquired intangible assets. Fourth quarter 2016 also includes a $4.8 pension settlement charge and $20.3 of tax expense associated with the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions that provided the Company with increased flexibility to manage its strategic priorities.

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Business Combination Business Combinations (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Aug. 01, 2016
Business Acquisition [Line Items]
Entity Number of Employees	115,000
Business Acquisition, Transaction Costs		$ 0.1
Payments to Acquire Businesses, Net of Cash Acquired	$ 0.0	137.9	$ 0.0
Goodwill, Acquired During Period	0.2	$ 98.3
Business Combination, Consideration Transferred	$ 137.9
Fair Value Inputs, Discount Rate	13.20%
Number of Countries in which Entity Operates	33
buw Acquisition [Member]
Business Acquisition [Line Items]
Entity Number of Employees				6,000

XML

Business Combination Purchase Price Allocation (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016	Aug. 01, 2016	Dec. 31, 2015
Business Combination Segment Allocation [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables			$ 35.3
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets			2.5
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment			6.9
Goodwill	$ 937.9	$ 916.9	98.5	$ 830.3
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill			22.7
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets			0.3
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable			(0.8)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities			(15.0)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent			(6.7)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities			(5.8)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net			$ 137.9

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Business Combination Intangible Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Aug. 01, 2016
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-Lived Customer Relationships, Gross			$ 22.0
Finite-Lived Trade Names, Gross			0.7
Finite-Lived Intangible Assets, Gross	$ 552.9	$ 541.8	$ 22.7
Customer Relationships [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 484.6	474.0
Customer Relationships [Member] | buw Acquisition [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years
Trade Names [Member] | buw Acquisition [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	1 year
Trademarks [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 27.0	$ 26.5
Maximum [Member] | Customer Relationships [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	17 years
Maximum [Member] | Trademarks [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	4 years
Minimum [Member] | Customer Relationships [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	1 year
Minimum [Member] | Trademarks [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	1 year

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Earnings (Loss) Per Share and Shareholder’s Equity (Schedule Of Reconciliation Of The Numerator And Denominator Of The Basic And Diluted Earnings (Loss) Per Share (EPS) Computations) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Earnings Per Share
Basic									93.2	95.8	98.1
Stock-based compensation arrangements									0.8	0.8	0.8
Convertible Debt, Share									5.9	5.9	5.8
Diluted EPS									99.9	102.5	104.7
Income from continuing operations					$ 17.5	$ 37.7	$ 33.2	$ 44.5	$ 121.4	$ 133.0	$ 168.4
Income from continuing operations, Diluted EPS									$ 121.4	$ 133.0	$ 168.4
Income (loss) from continuing operations, per basic share					$ 0.18	$ 0.39	$ 0.35	$ 0.46	$ 1.30	$ 1.39	$ 1.72
Stock-based compensation arrangements continuing operations, per share									(0.01)	(0.01)	(0.03)
Convertible debt continuing operation, per share									(0.07)	(0.08)	(0.09)
Income (loss) from continuing operations, per diluted share					0.17	0.36	0.32	0.43	$ 1.22	$ 1.30	$ 1.60
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest									$ 0.0	$ 10.0	$ 0.6
Income (loss) from discontinued operations, Diluted EPS									$ 0.0	$ 10.0	$ 0.6
Income (loss) from discontinued operations, per basic share					0.00	0.11	0.00	0.00	$ 0.00	$ 0.10	$ 0.01
Stock-based compensation arrangements discontinued operations, per share									0.00	0.00	0.00
Convertible Debt, Discontinued Operations, Per Share									0.00	0.00	0.00
Income (loss) from discontinued operations, per diluted share					0.00	0.10	0.00	0.00	0.00	0.10	0.01
Net basic earnings (loss) per share	$ 0.10	$ 0.38	$ 0.42	$ 0.40	0.18	0.50	0.35	0.46	1.30	1.49	1.73
Stock-based compensation arrangements per share, total									(0.01)	(0.01)	(0.03)
Convertible debt discontinuing operation, per share, total									(0.07)	(0.08)	(0.09)
Net diluted earnings (loss) per share	$ 0.09	$ 0.35	$ 0.40	$ 0.38	$ 0.17	$ 0.46	$ 0.32	$ 0.43	$ 1.22	$ 1.40	$ 1.61

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Earnings (Loss) Per Share and Shareholder’s Equity (Narrative) (Details) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Mar. 31, 2018 $ / shares	Dec. 31, 2017 USD ($) $ / shares shares	Sep. 30, 2017 $ / shares	Jun. 30, 2017 $ / shares	Mar. 31, 2017 $ / shares	Dec. 31, 2016 USD ($) $ / shares	Sep. 30, 2016 $ / shares	Jun. 30, 2016 $ / shares	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2009 USD ($) $ / shares
Common Stock, Dividends, Per Share, Cash Paid | $ / shares	$ 0.10	$ 0.10	$ 0.10	$ 0.09	$ 0.09	$ 0.09	$ 0.09	$ 0.08
Common Stock, Dividends, Per Share, Declared | $ / shares	$ 0.10								$ 0.39	$ 0.35	$ 0.31
Repurchase of shares									3,400,000	2,700,000	3,100,000
Repurchase of Common Shares | $									$ 81.6	$ 71.6	$ 72.5
Stock Repurchased but not settled in cash | $		$ 0.3				$ 0.9
Repurchase of shares, average price per share | $ / shares									$ 23.67
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities									5,900,000	5,900,000	5,800,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $		250.0							$ 250.0
Stock Repurchase Program, Authorized Amount | $		$ 61.5							$ 61.5
Preferred Stock, With Voting Rights		4,000,000							4,000,000
Preferred Stock, Non-voting		1,000,000							1,000,000
Preferred Stock, Shares Issued		0							0
5.75% Junior Subordinated Convertible Debentures [Member]
Debt Instrument, Face Amount | $												$ 125.0
Interest rate on unsecured senior notes												5.75%
Debt Instrument, Maturity Date												Sep. 15, 2029
Debt Instrument, Convertible, Conversion Price | $ / shares		$ 11.16							$ 11.16			$ 12.07
Debt Instrument, Convertible, Conversion Ratio									89.59			82.82
Debt Instrument, Convertible, Terms of Conversion Feature									1000			1000
2016 Performance grants [Domain] | Restricted Stock Units (RSUs) [Member]
Antidilutive securities excluded from diluted EPS									300,000
2015 Performance grants [Domain] [Domain] | Restricted Stock Units (RSUs) [Member]
Antidilutive securities excluded from diluted EPS									300,000

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Earnings (Loss) Per Share and Shareholder’s Equity Schedule of Dividends Declared and Paid (Details) - $ / shares	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016
Schedule of Dividends Declared and Paid [Abstract]
Common Stock, Dividends, Per Share, Cash Paid	$ 0.10	$ 0.10	$ 0.10	$ 0.09	$ 0.09	$ 0.09	$ 0.09	$ 0.08

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Goodwill and Other Intangible Assets and Long-Lived Assets (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2012	Aug. 01, 2016
Goodwill	$ 937.9	$ 916.9	$ 830.3		$ 98.5
Amortization	28.9	28.1	$ 27.0
Goodwill, Acquired During Period	$ 0.2	$ 98.3
Goodwill impairment charge, net of tax				$ 212.5
Customer Relationships [Member]
Weighted average amortization period	13 years
Minimum [Member] | Trademarks [Member]
Intangible assets, useful life, minimum	1 year
Minimum [Member] | Customer Relationships [Member]
Intangible assets, useful life, minimum	1 year
Maximum [Member] | Trademarks [Member]
Intangible assets, useful life, minimum	4 years
Maximum [Member] | Customer Relationships [Member]
Intangible assets, useful life, minimum	17 years

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Goodwill and Other Intangible Assets and Long-Lived Assets (Schedule of Goodwill) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Aug. 01, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 937.9	$ 916.9	$ 98.5	$ 830.3
Goodwill, Acquired During Period	0.2	98.3
Goodwill, Foreign Currency Translation Gain (Loss)	$ 20.8	$ (11.7)

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Goodwill and Other Intangible Assets and Long-Lived Assets (Schedule Of Total Intangible Assets Primarily Acquired Through Business Combinations) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016	Aug. 01, 2016
Gross Carrying Value	$ 552.9	$ 541.8	$ 22.7
Accumulated Amortization	(265.6)	(234.2)
Intangible assets, net	287.3	307.6
Software [Member]
Gross Carrying Value	41.3	41.3
Accumulated Amortization	(41.3)	(41.3)
Intangible assets, net	0.0	0.0
Trademarks [Member]
Gross Carrying Value	27.0	26.5
Accumulated Amortization	(26.3)	(21.5)
Intangible assets, net	0.7	5.0
Customer Relationships [Member]
Gross Carrying Value	484.6	474.0
Accumulated Amortization	(198.0)	(171.4)
Intangible assets, net	$ 286.6	$ 302.6

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Goodwill and Other Intangible Assets and Long-Lived Assets (Schedule Of Estimated Amortization Expense) (Details) $ in Millions	Dec. 31, 2017 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
For the year ended 2018	$ 24.9
For the year ended 2019	24.2
For the year ended 2020	23.6
For the year ended 2021	21.9
For the year ended 2022	21.6
Thereafter	$ 171.1

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Debt (Revolving Credit Facility) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2015	Jan. 31, 2017	Dec. 31, 2016	Mar. 03, 2014
Line of credit, maximum borrowing capacity					$ 650.0
Credit facility, amount outstanding	$ 99.3			$ 212.9
Gain (Loss) on Extinguishment of Debt	$ 1.0
Debt Instrument, Unamortized Discount		$ 0.7
Debt Instrument, Interest Rate, Basis for Effective Rate	0.036
Proceeds from (Repayments of) Debt		250
Line of Credit [Member]
Line of credit, maximum borrowing capacity			$ 215.0		350.0
Credit facility, amount outstanding	$ 100.0		100.0
Revolving Credit Facility [Member]
Line of credit, maximum borrowing capacity	$ 300.0		$ 300.0		$ 300.0

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Debt (Convertible Debentures) (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares	Dec. 31, 2009 USD ($) $ / shares	Dec. 31, 2016 USD ($)
Debt Instrument
Deferred Tax Liabilities, Net, Noncurrent	$ 222.6		$ 197.8
Debt Instrument, Convertible, Threshold Trading Days	20
Debt Instrument, Convertible, Threshold Consecutive Trading Days	20
Temporary Equity, Par Value	$ 59.5		$ 61.3
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger	130.00%
Debt Instrument, Convertible, Stock Price Trigger | $ / shares	$ 14.51
Maximum percentage of debenture trading price	98.00%
5.75% Junior Subordinated Convertible Debentures [Member]
Debt Instrument
Debt Instrument, Face Amount		$ 125.0
Debt Instrument, Interest Rate, Stated Percentage		5.75%
Convertible Debt, Fair Value Disclosures	$ 274.5	$ 56.3
Deferred Tax Liabilities, Net, Noncurrent		$ 32.7
Debt Instrument, Convertible, Terms of Conversion Feature	1000	1000
Debt Instrument, Convertible, Conversion Price | $ / shares	$ 11.16	$ 12.07
Debt Instrument, Convertible, Conversion Ratio	89.59	82.82
4.875% Unsecured Senior Notes [Member]
Debt Instrument
Debt Instrument, Interest Rate, Stated Percentage		4.875%
Extinguishment of Debt, Amount		$ 122.5

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Debt And Capital Lease Obligations Debt and Capital Lease Obligations (Other) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Mar. 31, 2018	Dec. 31, 2016
Debt Instrument [Line Items]
Accounts Receivable Securitization	$ 103.0		$ 20.0
Secured Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 150.0
Debt Instrument, Maturity Date	Jan. 06, 2017
Subsequent Event [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 225.0
January 2018 [Member] | Subsequent Event [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		90.0
January 2020 [Member] | Subsequent Event [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 135.0

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Debt (Schedule Of Debt And Capital Lease Obligations) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument
Term Loan, due 2019	$ 99.3	$ 212.9
Convertible Debentures, due 2029	65.5	63.7
Capital Lease Obligations	2.1	3.6
Accounts Receivable Securitization	103.0	20.0
Total debt	269.9	300.2
Less debt issuance costs	1.3	1.4	$ 1.5
Total debt, net	268.6	298.8
Less current maturities	(0.9)	(1.8)
Long-term debt	$ 267.7	$ 297.0
Line of Credit [Member]
Debt Instrument
Weighted average effective interest rates	3.60%	3.00%
5.75% Junior Subordinated Convertible Debentures [Member]
Debt Instrument
Weighted average effective interest rates	7.20%	7.00%
Secured Debt [Member]
Debt Instrument
Weighted average effective interest rates	1.90%	1.70%

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Debt And Capital Lease Obligations Debt and Capital Lease Obligations (Schedule of Future Minimum Payments) (Details) $ in Millions	Dec. 31, 2017 USD ($)
Long-term Debt and Capital Lease Obligations [Abstract]
2017	$ 42.2
2018	100.7
2019	62.2
2020	0.0
2021	0.0
Thereafter	125.0
Total	$ 330.1

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Restructuring Restructuring (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Restructuring Cost and Reserve [Line Items]
Severance Costs	$ 12.8
Employees affected	315
Restructuring Reserve	$ 5.8
Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs	$ 10.4
Employees affected	250
Restructuring Reserve	$ 2.8
buw Acquisition [Member] [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs	1.1
Restructuring Reserve	$ 0.1
2016 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs		$ 3.7
Employees affected		760
Restructuring Reserve		$ 0.8
2015 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs			$ 7.2
Employees affected			700
Other Restructuring Costs			$ 0.4

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Employee Benefit Plans (Narrative) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended			12 Months Ended
	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2018
Decrease in estimated service and interest cost		$ 0.6		$ 2.4
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate, Impact on Net Income				$ 1.5
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate, Impact on Diluted Earnings per Share				$ 0.01
Settlement (gain) loss recognized during the period	$ 0.5		$ 4.8
Accumulated other comprehensive income (loss), net of tax	41.6		$ 31.7	$ 41.6	$ 31.7	$ 37.5
Future funding requirements	$ 0.2			$ 0.2
Defined matching contribution plan				50.00%
Eligible employee contributions				2.00%		3.00%
Contribtions to defined contribution plan				$ 7.0	$ 7.3	$ 7.4
Number of Company's common shares included in savings plan assets	0.8		0.9	0.8	0.9
Value of Company's common shares included in plan assets	$ 17.7		$ 21.0	$ 17.7	$ 21.0
Defined Benefit Plan, Fair Value of Plan Assets	157.5		154.2	$ 157.5	154.2
Defined Contribution Plan, Employer Matching Contribution, Percent of Match				100.00%
Defined Contribution Plan, Contributions by Employee				3.00%
Defined Contribution Plan, Employer Discretionary Contribution Amount					10.0
Pension Plan [Member]
Settlement (gain) loss recognized during the period				$ 2.5	4.8	0.0
Pension cost (benefit)				11.6	16.5	18.2
Accumulated other comprehensive income (loss)	(62.4)		(53.3)	(62.4)	(53.3)
Accumulated other comprehensive income (loss), net of tax	(40.4)		(32.8)	(40.4)	(32.8)
Accuarial loss included in accumulated other comprehensive loss	(8.4)			(8.4)
Accumulated benefit obligation	242.1		225.7	242.1	225.7	242.9
Employer contribution				7.2	17.1
Defined Benefit Plan, Fair Value of Plan Assets	157.5		154.2	157.5	154.2	157.2
Other Pension Plans, Defined Benefit [Member]
Pension cost (benefit)				2.2	1.6	1.9
Accumulated other comprehensive income (loss)	(2.0)		(0.2)	(2.0)	(0.2)
Accumulated other comprehensive income (loss), net of tax	(1.3)		(0.1)	(1.3)	(0.1)
Accumulated benefit obligation	17.5		14.9	17.5	14.9	13.7
Unrecognized actuarial gain	2.0		0.2	2.0	0.2
Accumulated benefit obligation	17.5		14.9	17.5	14.9
Other Pension Plans, Postretirement or Supplemental Plans, Defined Benefit [Member]
Pension cost (benefit)				(0.7)	(0.7)	(0.8)
Accumulated other comprehensive income (loss)	(0.1)		(1.2)	(0.1)	(1.2)
Accumulated other comprehensive income (loss), net of tax	(0.1)		(1.2)	(0.1)	(1.2)
Accumulated benefit obligation	4.5		4.2	4.5	4.2	4.2
Employer contribution				0.2	0.1
Expected employer contributions during the next fiscal year							$ 0.1
Defined Benefit Plan, Fair Value of Plan Assets	$ 3.2		3.2	$ 3.2	3.2	$ 3.4
Assets expected to be returned to the Company during 2016				0
Fixed Income Funds [Member]
Defined Benefit Plan, Actual Plan Asset Allocations	40.00%			40.00%
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	40.00%			40.00%
Defined Benefit Plan, Fair Value of Plan Assets	$ 62.4		$ 60.8	$ 62.4	$ 60.8
Equity Funds [Member]
Defined Benefit Plan, Actual Plan Asset Allocations	60.00%			60.00%
Defined Benefit Plan, Plan Assets, Target Allocation, Percentage	60.00%			60.00%
50% [Domain]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match				50.00%
2% [Domain]
Defined Contribution Plan, Contributions by Employee				2.00%
Non-US [Member]
Defined Benefit Plan, Benefit Obligation, percentage	13.70%		15.30%	13.70%	15.30%

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Employee Benefit Plans (Details 1) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plan, Plan Assets, Increase (Decrease) for Assets Transferred to (from) Plan			$ 0.0	$ (0.2)
Defined Benefit Plan, Benefit Obligation, Business Combination			(9.5)	15.4
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Settlement (gain) loss recognized during the period	$ 0.5	$ 4.8
Other comprehensive income (loss)			47.2	(12.0)	$ (35.1)
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year			154.2
Defined Benefit Plan, Plan Assets, Payment for Settlement			(9.5)	(15.4)
Fair value of plan assets at end of year	157.5	154.2	157.5	154.2
Non-current liability	(94.7)	(80.3)	(94.7)	(80.3)
Other Pension Plan [Member]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost			1.8	1.3	1.5
Interest cost			0.4	0.3	0.4
Pension cost			2.2	1.6	1.9
Other comprehensive income (loss)			(1.8)	(1.0)	(0.6)
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of year			14.9	13.7
Service cost			1.8	1.3	1.5
Interest cost			0.4	0.3	0.4
Actuarial loss (gain)			(1.8)	(1.0)
Defined Benefit Plan, Benefit Obligation, Benefits Paid			1.4	1.4
Benefit obligation at end of year	17.5	14.9	17.5	14.9	13.7
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Employer contribution	(17.5)	(14.9)	(17.5)	(14.9)
Funded status	(17.5)	(14.9)	(17.5)	(14.9)
Current liability	(2.3)	(1.6)	(2.3)	(1.6)
Non-current liability	(15.2)	(13.3)	(15.2)	(13.3)
Accumulated other comprehensive income (loss)	(2.0)	(0.2)	(2.0)	(0.2)
Defined Benefit Plan, Expected Future Benefit Payment [Abstract]
2017	2.3		2.3
2018	0.8		0.8
2019	0.9		0.9
2020	1.2		1.2
2021	1.2		1.2
2022-2026	8.7		8.7
Total	15.1		15.1
Pension Plan [Member]
Defined Benefit Plan, Plan Assets, Benefits Paid			13.3	12.6
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost			5.5	6.5	7.5
Interest cost			7.3	8.6	10.5
Expected return on plan assets			(9.9)	(10.0)	(10.2)
Defined Benefit Plan, Amortization of Gain (Loss)			6.2	6.6	10.4
Settlement (gain) loss recognized during the period			2.5	4.8	0.0
Pension cost			11.6	16.5	18.2
Other comprehensive income (loss)			(9.1)	11.1	14.5
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of year			225.7	242.9
Service cost			5.5	6.5	7.5
Interest cost			7.3	8.6	10.5
Actuarial loss (gain)			26.4	(4.3)
Defined Benefit Plan, Benefit Obligation, Benefits Paid			13.3	12.6
Benefit obligation at end of year	242.1	225.7	242.1	225.7	242.9
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year			154.2	157.2
Actual return on plan assets			18.9	7.9
Employer contribution	(84.6)	(71.5)	(84.6)	(71.5)
Fair value of plan assets at end of year	157.5	154.2	157.5	154.2	157.2
Funded status	(84.6)	(71.5)	(84.6)	(71.5)
Current liability	(6.9)	(6.4)	(6.9)	(6.4)
Non-current liability	(77.7)	(65.1)	(77.7)	(65.1)
Accumulated other comprehensive income (loss)	(62.4)	(53.3)	(62.4)	(53.3)
Defined Benefit Plan, Expected Future Benefit Payment [Abstract]
2017	23.3		23.3
2018	21.0		21.0
2019	20.5		20.5
2020	19.9		19.9
2021	19.6		19.6
2022-2026	88.0		88.0
Total	192.3		192.3
Other Pension Plans, Postretirement or Supplemental Plans, Defined Benefit [Member]
Defined Benefit Plan, Plan Assets, Benefits Paid			0.2	0.2
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Interest cost			0.1	0.1	0.2
Expected return on plan assets			(0.2)	(0.2)	(0.3)
Defined Benefit Plan, Amortization of Gain (Loss)			(0.6)	(0.6)	(0.7)
Pension cost			(0.7)	(0.7)	(0.8)
Other comprehensive income (loss)			(1.1)	(0.9)	(0.7)
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of year			4.2	4.2
Interest cost			0.1	0.1	0.2
Actuarial loss (gain)			(0.4)	(0.1)
Defined Benefit Plan, Benefit Obligation, Benefits Paid			0.2	0.2
Benefit obligation at end of year	4.5	4.2	4.5	4.2	4.2
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Fair value of plan assets at beginning of year			3.2	3.4
Actual return on plan assets			0.0	0.1
Employer contribution	(1.3)	(1.0)	(1.3)	(1.0)
Fair value of plan assets at end of year	3.2	3.2	3.2	3.2	$ 3.4
Funded status	(1.3)	(1.0)	(1.3)	(1.0)
Current liability	(0.1)	(0.1)	(0.1)	(0.1)
Non-current liability	(1.2)	(0.9)	(1.2)	(0.9)
Accumulated other comprehensive income (loss)	(0.1)	$ (1.2)	(0.1)	$ (1.2)
Defined Benefit Plan, Expected Future Benefit Payment [Abstract]
2017	0.2		0.2
2018	0.2		0.2
2019	0.2		0.2
2020	0.2		0.2
2021	0.2		0.2
2022-2026	1.2		1.2
Total	$ 2.2		$ 2.2
Minimum [Member]
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate -projected benefit obligation	1.50%	1.55%	1.50%	1.55%
Future compensation growth rate	2.00%	2.00%	2.00%	2.00%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate - projected benefit obligation			1.50%	1.55%	3.61%
Future compensation growth rate			2.00%	2.00%	2.50%
Expected long-term rate of return on plan assets			6.25%	6.75%	6.75%
Maximum [Member]
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Discount rate -projected benefit obligation	5.76%	5.56%	5.76%	5.56%
Future compensation growth rate	4.50%	4.00%	4.50%	4.00%
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Discount rate - projected benefit obligation			5.76%	5.56%	5.56%
Future compensation growth rate			4.50%	4.00%	4.50%
Expected long-term rate of return on plan assets			6.75%	7.00%	7.00%

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Employee Benefit Plans (Details 2) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 157.5	$ 154.2
Defined Contribution Plan Amount of Employer Matching Contribution	50.00%
Defined Contribution Plan Amount of Eligible Employee Contribution	2.00%		3.00%
Other Pension, Postretirement and Supplemental Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 3.2	3.2	$ 3.4
Pension Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	157.5	154.2	157.2
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0.0	0.0
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	155.7	152.0
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1.8	2.2	2.8
Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Increase (Decrease) for Actual Return (Loss) on Plan Assets Still Held	(0.1)	(0.3)
Defined Benefit Plan, Plan Assets Level 3 Reconciliation, Increase (Decrease) for Purchases, Sales, and Settlements	(0.3)		$ (0.3)
Fixed Income Funds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 62.4	60.8
Defined Benefit Plan, Actual Plan Asset Allocations	40.00%
Fixed Income Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 0.0	0.0
Fixed Income Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	62.4	60.8
Fixed Income Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0.0	0.0
Equity Funds (U.S. large cap) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	56.7	54.2
Equity Funds (U.S. large cap) [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0.0	0.0
Equity Funds (U.S. large cap) [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	56.7	54.2
Equity Funds (U.S. large cap) [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0.0	0.0
Equity Funds (U.S. small cap) [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	10.0	10.3
Equity Funds (U.S. small cap) [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0.0	0.0
Equity Funds (U.S. small cap) [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	10.0	10.3
Equity Funds (U.S. small cap) [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0.0	0.0
International Equity Funds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	26.6	26.7
International Equity Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0.0	0.0
International Equity Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	26.6	26.7
International Equity Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0.0	0.0
Venture Capital Funds [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1.8	2.2
Venture Capital Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0.0	0.0
Venture Capital Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	0.0	0.0
Venture Capital Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 1.8	$ 2.2

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Stock-Based Compensation Plans (Narrative) (Details) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Dec. 31, 2012 $ / shares	Dec. 31, 2014 $ / shares shares	Dec. 31, 1998 shares
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	6.4
Common share authorized under Convergys LTIP	38.0					30.0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	0.3	0.4	0.5		0.7
Total stock, common shares to be issued upon exercise	2.4
Options approved, weighted average exercise price | $ / shares	$ 13.45	$ 13.34	$ 13.33		$ 13.24
Stock-based compensation expense | $	$ 17.4	$ 18.8	$ 16.9
Stock option expense | $			0.1
Awards Classified as Liabilities [Domain]
Stock-based compensation expense | $	$ 0.9	1.4	1.2
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	0.0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	0.3
Options approved, weighted average exercise price | $ / shares	$ 13.45
Weighted average grant date, fair value, options outstanding | $ / shares	$ 3.86
Aggregate intrinsic value, stock options exercised | $	$ 1.0	0.6	2.7
Recognized tax benefit from exercised stock | $	0.2	$ 0.1	$ 0.6
Aggregate intrinsic value, stock options outstanding and exercisable | $	$ 3.3
Stock Options [Member] | Maximum [Member]
Award Vesting Period				3 years
Stock Options [Member] | Minimum [Member]
Award Vesting Period				2 years
Time-Based Restricted Stock [Member]
Restricted stock units, common shares to be issed upon exercise	1.3	1.3	1.3		1.3
Granted, shares	0.7	0.5	0.7
Restricted stock units granted, weighted average fair value at date of grant | $ / shares	$ 23.59	$ 26.51	$ 22.41
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares	$ 23.46	$ 23.23	$ 20.20		$ 17.66
Total unrecognized compensation cost related to non-vested restricted stock and restricted stock units | $	$ 18.8
Weighted average recognition period (in years)	2.1
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	0.0
Restricted stock units, common shares to be issed upon exercise	2.1
Options approved, weighted average exercise price | $ / shares	$ 0.00
Aggregate intrinsic value, non-vested restricted stock | $	$ 40.7
Performance Shares [Member]
Restricted stock units, common shares to be issed upon exercise	0.3	0.3	0.3		0.0
Granted, shares	0.3	0.3	0.3
Restricted stock units granted, weighted average fair value at date of grant | $ / shares	$ 21.27	$ 26.49	$ 28.84
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares	$ 21.28	$ 26.48	$ 21.84		$ 0.00
Performance Shares [Member] | Maximum [Member]
Payout range	200.00%
Performance Shares [Member] | Minimum [Member]
Payout range	50.00%
2014 Performance grants [Domain] | Performance Shares [Member]
Total unrecognized compensation cost related to non-vested restricted stock and restricted stock units | $	$ 0.8
2012 Stock Option Grants [Member] | Stock Options [Member]
Options granted, weighted-average grant date fair value | $ / shares				$ 3.43
Strike price | $ / shares				$ 12.79
Expected volatility				30.74%
Expected term (in years)				4 years 6 months
Risk-free interest rate				0.76%
Expected dividend rate				0.00%
Various Dates [Domain] | Performance Shares [Member]
Granted, shares	0.3
Key terms not yet established [Member] | Performance Shares [Member]
Granted, shares		0.4	0.4

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Stock-Based Compensation Plans (Summary Of Stock Option Activity) (Details) - $ / shares shares in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	3 years 4 months 24 days
Stock option activity, outstanding
Outstanding, beginning balance, shares	0.4	0.5	0.7
Exercisable, beginning balance, shares	0.4	0.5	0.5
Granted, shares	0.0	0.0	0.0
Exercised, shares	(0.1)	(0.1)	(0.2)
Forfeited/cancelled, shares	0.0	0.0	0.0
Outstanding, ending balance, shares	0.3	0.4	0.5
Exercisable, ending balance, shares	0.3	0.4	0.5
Granted, weighted average exercise price	$ 0.00	$ 0.00	$ 0.00
Exercised, weighted average exercise price	12.92	13.24	13.09
Forfeited/cancelled, weighted average exercise price	$ 0.00	$ 0.00	$ 0.00
Outstanding, weighted average exercise price				$ 13.45	$ 13.34	$ 13.33	$ 13.24
Exercisable, weighted average exercise price				$ 13.45	$ 13.34	$ 13.33	$ 13.41
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, shares	0.4	0.5	0.7	0.3	0.4	0.5	0.7
Outstanding, weighted average exercise price				$ 13.45	$ 13.34	$ 13.33	$ 13.24
Exercisable, shares	0.4	0.5	0.5	0.3	0.4	0.5	0.5
Exercisable, weighted average exercise price				$ 13.45	$ 13.34	$ 13.33	$ 13.41
$12.79 to $13.76 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	3 years 4 months 24 days
Stock option activity, outstanding
Outstanding, ending balance, shares	0.3
Exercisable, ending balance, shares	0.3
Outstanding, weighted average exercise price				13.45
Exercisable, weighted average exercise price				$ 13.45
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Outstanding, shares	0.3			0.3
Outstanding, weighted average exercise price				$ 13.45
Exercisable, shares	0.3			0.3
Exercisable, weighted average exercise price				$ 13.45

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Stock-Based Compensation Plans (Fair Value Assumptions for Restricted Stock Awards) (Details) - shares shares in Millions	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	0.3	0.4	0.5	0.7
$12.79 to $13.76 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	0.3

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Stock-Based Compensation Plans (Restricted Stock Units) (Details) - $ / shares shares in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Performance Shares [Member]
Changes to non-vested restricted stock and restricted stock units
Non-vested, beginning balance, shares	0.3	0.3	0.0
Non-vested, beginning balance, weighted average fair value at date of grant	$ 26.48	$ 21.84	$ 0.00
Granted, shares	0.3	0.3	0.3
Granted, weighted average fair value at date of grant	$ 21.27	$ 26.49	$ 28.84
Vested, shares	0.3	(0.3)	0.0
Vested, weighted average fair value at date of grant	$ 26.16	$ 21.92	$ 0.00
Forfeited, shares	0.0	0.0	0.0
Forfeited, weighted average fair value at date of grant	$ 0.00	$ 0.00	$ 0.00
Non-vested, ending balance, shares	0.3	0.3	0.3
Non-vested, ending balance, weighted average fair value at date of grant	$ 21.28	$ 26.48	$ 21.84
Time-Based Restricted Stock [Member]
Changes to non-vested restricted stock and restricted stock units
Non-vested, beginning balance, shares	1.3	1.3	1.3
Non-vested, beginning balance, weighted average fair value at date of grant	$ 23.23	$ 20.20	$ 17.66
Granted, shares	0.7	0.5	0.7
Granted, weighted average fair value at date of grant	$ 23.59	$ 26.51	$ 22.41
Vested, shares	(0.6)	(0.5)	(0.5)
Vested, weighted average fair value at date of grant	$ 22.80	$ 19.35	$ 16.53
Forfeited, shares	(0.1)	0.0	(0.2)
Forfeited, weighted average fair value at date of grant	$ 24.68	$ 0.00	$ 20.78
Non-vested, ending balance, shares	1.3	1.3	1.3
Non-vested, ending balance, weighted average fair value at date of grant	$ 23.46	$ 23.23	$ 20.20
Restricted Stock Units (RSUs) [Member]
Changes to non-vested restricted stock and restricted stock units
Non-vested, ending balance, shares	2.1

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Commitments And Contingencies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Rent expense	$ 143.4	$ 135.0	$ 129.3
Letters of credit outstanding amount	13.6
Purchase Commitments	20.1
Letter Of Credits Expiration for the Current Year [Member]
Letters of credit outstanding amount	12.1
Letters of Credit Expiration for the Preceding One to Three Years [Member]
Letters of credit outstanding amount	1.1
Letters Of Credit Expiration After Three Years [Member]
Letters of credit outstanding amount	$ 0.4

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Commitments And Contingencies Commitments And Contingencies (Future Minimum Lease Payments) (Details) $ in Millions	Dec. 31, 2017 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2018	$ 104.9
2019	85.0
2020	66.7
2021	50.8
2022	35.5
Thereafter	79.0
Total	$ 421.9

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Financial Instruments (Narrative) (Details) ₨ in Millions, PHP in Millions, COP in Millions, CAD in Millions, AUD in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2017 COP	Dec. 31, 2017 PHP	Dec. 31, 2017 AUD	Dec. 31, 2017 CAD	Dec. 31, 2017 INR (₨)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Derivatives
Derivative, Notional Amount	$ 835.5						$ 959.0
Deferred Tax Liabilities, Derivatives	(3.6)
Deferred Tax Assets, Derivative Instruments	$ 0.0						15.9
Derivative instruments maturity period (in months)	33 months	33 months	33 months	33 months	33 months	33 months
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	$ (10.4)						25.5	$ 26.1
Deferred gain on derivative instruments reclassified from OCI to earnings during the next the next twelve months, before tax	6.8
Deferred gain on derivative instruments reclassified from OCI to earnings during next twelve months, net of tax	5.1
Derivative Instruments Not Designated as Hedging Instruments, Gain							5.5
Derivative Instruments Not Designated as Hedging Instruments, Loss	(19.6)
Net loss related to settlement of forward contracts	(20.3)						(26.4)	$ (25.2)
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value	(8.9)
Aggregate fair value of derivative instruments in liability positions	19.2
Aggregate fair value of collateral already posted	0.0
Trading Securities, Fair Value Disclosure	13.5						$ 12.4
Forward Contracts PHP [Member]
Derivatives
Foreign currency acquired through forward exchange contracts | PHP			PHP 32,040.0
Derivative, Notional Amount	634.8
Forward Contracts INR [Member]
Derivatives
Foreign currency acquired through forward exchange contracts | ₨						₨ 10,170.0
Derivative, Notional Amount	140.1
Forward Contracts CAD [Member]
Derivatives
Foreign currency acquired through forward exchange contracts | CAD					CAD 38.0
Derivative, Notional Amount	28.6
Forward Contracts COP [Member]
Derivatives
Foreign currency acquired through forward exchange contracts | COP		COP 40,200.0
Derivative, Notional Amount	12.7
Forward Contracts AUD [Member]
Derivatives
Derivative, Notional Amount	$ 19.3
Amount of Foreign Currency Sold through Forward Exchange Contracts | AUD				AUD 24.8

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Financial Instruments (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Forward exchange contracts and options designated as hedging instruments, assets	$ 24.2	$ 5.6
Forward exchange contracts and options designated as hedging instruments, liabilities	19.2	49.0
Other Current Assets [Member]
Forward exchange contracts and options designated as hedging instruments, assets	14.5	3.0
Other Non-Current Assets [Member]
Forward exchange contracts and options designated as hedging instruments, assets	8.7	2.3
Other Current Liabilities [Member]
Forward exchange contracts and options designated as hedging instruments, liabilities	7.7	31.3
Other Noncurrent Liabilities [Member]
Forward exchange contracts and options designated as hedging instruments, liabilities	$ 1.7	$ 15.4

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Financial Instruments (Effect Of Derivative Instruments On Consolidated Financial Statements) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Derivative Instruments, Gain (Loss)
Foreign exchange contracts, Gain (Loss) Recognized in OCL	$ 35.0	$ (25.5)
Foreign exchange contracts, Gain Reclassified from AOCL to Income	$ (20.3)	$ (26.4)

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Fair Value Measurements (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Forward exchange contracts and options designated as hedging instruments, assets	$ 24.2	$ 5.6
Forward exchange contracts and options designated as hedging instruments, liabilities	19.2	49.0
Fair value assets	13.5	12.4
Equity Funds [Member]
Fair value assets	12.4	10.5
Common Stock [Member]
Fair value assets		1.3
Money Market Funds [Member]
Fair value assets	1.1	0.6
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Forward exchange contracts and options designated as hedging instruments, assets	0.0	0.0
Forward exchange contracts and options designated as hedging instruments, liabilities	0.0	0.0
Fair value assets	13.5	12.4
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Equity Funds [Member]
Fair value assets	12.4	10.5
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Common Stock [Member]
Fair value assets		1.3
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | Money Market Funds [Member]
Fair value assets	1.1	0.6
Significant Other Observable Inputs (Level 2) [Member]
Forward exchange contracts and options designated as hedging instruments, assets	24.2	5.6
Forward exchange contracts and options designated as hedging instruments, liabilities	19.2	49.0
Fair value assets	0.0	0.0
Significant Other Observable Inputs (Level 2) [Member] | Equity Funds [Member]
Fair value assets	0.0	0.0
Significant Other Observable Inputs (Level 2) [Member] | Common Stock [Member]
Fair value assets		0.0
Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member]
Fair value assets	0.0	0.0
Significant Unobservable Inputs (Level 3) [Member]
Forward exchange contracts and options designated as hedging instruments, assets	0.0	0.0
Forward exchange contracts and options designated as hedging instruments, liabilities	0.0	0.0
Fair value assets	0.0	0.0
Significant Unobservable Inputs (Level 3) [Member] | Equity Funds [Member]
Fair value assets	0.0	0.0
Significant Unobservable Inputs (Level 3) [Member] | Common Stock [Member]
Fair value assets		0.0
Significant Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member]
Fair value assets	$ 0.0	$ 0.0

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Other Tax Expense (Benefit)	$ 32.3	$ 20.3
Earnings from continuing operations, foreign			$ 153.2	$ 156.1	$ 139.5
Valuation allowance	49.1	37.6	49.1	37.6
Liability for unrecognized tax benefits	21.3	20.8	21.3	20.8
Accrued interest and penalties recorded in other long-term liabilities	11.9	11.5	11.9	$ 11.5
Unrecognized tax benefits that would affect income tax expense	17.2		17.2
Interest and penalties share in unrecognized tax benefits			9.7
Interest and penalties recognized			(0.1)		$ 0.6
Income Tax Examination, Penalties and Interest Accrued	0.0		$ 0.0
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			35.00%	35.00%	35.00%
U.S. Federal Statutory Income Tax Rate Following the Enactment of the 2017 Tax Act, Percent			21.00%
Provisional Net Tax Expense Resulting from the Enactment of the 2017 Tax Act [Line Items]			$ 34.1
Provisional Tax Expense for Foreign Withholding for Certain non-U.S. Earnings Subject to Repatriation Offset by Deferred Tax Liability on Previously Undistributed Foreign Earnings, 2017 Tax Act			20.3
Deferred Tax Liability Related to non-U.S. Withholding Taxes Related to Certain Earnings Likely to be Repatriated in the Future			34.9
Undistributed Earnings of Foreign Subsidiaries	390.6		390.6
Provisional Transition Income Tax Expense Related to Unremitted non-U.S. Earnings and Profits, Recognized Upon the Enactment of the 2017 Tax Act			111.7
Federal
Operating loss carryforwards	43.1		43.1
Operating loss carryforward with no expiration	35.7		35.7
State
Operating loss carryforwards	840.2		840.2
Foreign
Valuation allowance	16.9	11.3	16.9	$ 11.3
Operating loss carryforwards	90.2		90.2
Minimum [Member]
Expected change in unrecognized tax benefits, lower	0.6		0.6
Maximum [Member]
Expected change in unrecognized tax benefits, lower	16.2		16.2
Business Acquisitions [Member] | Federal
Operating loss carryforwards	41.4		41.4
Business Acquisitions [Member] | State
Operating loss carryforwards	101.6		101.6
Discontinued Operations [Member]
Liability for unrecognized tax benefits	$ 1.5	$ 1.3	1.5	1.3
Non-US [Member] | Foreign
Income tax holiday			$ 5.2	$ 5.1	$ 6.3
Effective income tax rate recocilliation, tax holidays			(2.90%)	(2.80%)	(3.60%)

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Income Taxes Income Taxes - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Current:
United States federal	$ 32.7	$ 0.1	$ (21.3)
Foreign	20.2	40.5	25.3
State and local	2.9	2.4	0.0
Total current	55.8	43.0	4.0
Deferred:
United States federal	(35.0)	14.7	6.0
Foreign	29.5	(5.0)	(4.3)
State and local	8.1	0.2	2.9
Total deferred	2.6	9.9	4.6
Total	$ 58.4	$ 52.9	$ 8.6

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Income Taxes Income Taxes - Reconciliation of Statutory Federal Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	35.00%	35.00%	35.00%
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Percent	3.10%	4.50%	2.30%
State and local income taxes, net of federal income tax	1.10%	0.90%	1.10%
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent	(24.50%)	(24.50%)	(21.20%)
Foreign valuation allowances	2.40%	2.10%	1.00%
Adjustments for uncertain tax positions	(1.00%)	(0.20%)	(12.90%)
Restructuring Charges	0.00%	2.30%	0.00%
Tax credits and other	(3.60%)	(0.10%)	0.60%
Unremitted earnings, net of foreign tax credits	1.10%	8.50%	(1.00%)
Deemed repatriation of non-U.S. earnings, net of foreign tax credits, and other	62.10%	0.00%	0.00%
Non-U.S. Withholding Taxes Subject to Repatriation, Percent [Line Items]	11.30%	0.00%	0.00%
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent	(54.50%)	0.00%	0.00%
Effective rate	32.50%	28.50%	4.90%

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Income Taxes Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Deferred Tax Liabilities, Unrealized Currency Transaction Gains	$ 3.5	$ 0.0
Deferred tax assets:
Loss and credit carryforwards	84.9	95.0
Pension and employee benefits	32.1	35.4
Deferred revenue	3.8	6.0
Foreign currency hedge	0.0	15.9
Intercompany payables/receivables	0.2	57.2
Other	25.5	27.9
Valuation allowances	(49.1)	(37.6)
Total deferred tax asset	97.4	199.8
Deferred tax liabilities:
Depreciation and amortization	177.7	270.5
Contingent debt and accrued interest	67.4	89.5
Unremitted non-U.S. earnings	42.0	15.9
Other	8.1	4.0
Total deferred tax liability	298.7	379.9
Net deferred tax (liability) / asset	(201.3)	(180.1)
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent	21.3	17.7
Deferred income tax liabilities	$ 222.6	$ 197.8

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Income Taxes Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Reconciliation of unrecognized tax benefits [Roll Forward]
Balance at January 1	$ 10.5	$ 21.6
Additions based on tax positions related to the current year	0.6	0.4
Additions for tax positions of prior years	0.2	0.3
Settlements	(1.0)	(0.4)
Reductions for tax positions of prior years	0.2	0.0
Lapse of statutes of limitations	(0.7)	(12.2)
Balance at December 31	$ 9.4	$ 10.5

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Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income/(Loss) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ (35.4)	$ (56.6)	$ (38.2)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	21.2	(18.4)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax	0.0	0.0
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	21.2	(18.4)	(37.1)
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	10.4	(25.5)	(26.1)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	23.4	(15.7)
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	12.5	16.3
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax	35.9	0.6
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax	(41.6)	(31.7)	(37.5)
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Reclassification Adjustment, after Tax	(14.7)	(1.0)
Other Comprehensive Income (Loss), Settlement of Pension Obligation Arising During the Period, Net of Tax	1.5	3.0
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net (Gain) Loss, Net of Tax	3.3	3.8
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax	(9.9)	5.8
Accumulated Other Comprehensive Income (Loss), Net of Tax	(66.6)	(113.8)	(101.8)
Other comprehensive income (loss) before relclassification	29.9	(35.1)
Amounts Reclassified from Accumulated Other Comprehensive Income due to Pension Settlement Obligation	1.5	3.0
Amounts reclassified from accumulated other comprehensive income	15.8	20.1
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	$ 47.2	$ (12.0)	$ (35.1)

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Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income/(Loss) Reclassifications out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]
Derivative Instruments, Loss Reclassified from Accumulated OCI into Income, Effective Portion	$ (20.3)	$ (26.4)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax	7.8	10.1
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	(12.5)	(16.3)
Other Comprehensive Income (Loss), Reclassification Adjustment on Pension and Other Post Retirement Obligations included in Net Income, before Tax	(8.0)	(10.9)
Other Comprehensive Income (Loss), Reclassification Adjustment on Pension and Other Post Retirement Obligations included in Net Income, Tax	3.2	4.1
Other Comprehensive Income (Loss), Reclassification Adjustment on Pension and Other Post Retirement Obligations included in Net Income, Net of Tax	(4.8)	(6.8)
Amounts Reclassifed from Accumulated Other Comprehensive Income, Net of Tax	$ (17.3)	$ (23.1)

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Additional Financial Information (Schedule Of Payables And Other Current Liabilities) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Additional Information [Line Items]
Accounts payable	$ 41.3	$ 53.9
Accrued taxes	41.9	44.1
Accrued payroll-related expenses	131.6	132.0
Derivative Liabilities	17.6	33.6
Accrued expenses, other	63.5	63.7
Restructuring and exit costs	8.7	0.8
Deferred Revenue, Current	17.5	17.7
Accounts Payable and Accrued Liabilities, Current	322.1	345.8
Property and equipment, gross	1,374.5	1,389.2
Less: Accumulated depreciation	(1,114.5)	(1,085.1)
Property and equipment, net	260.0	304.1
Land [Member]
Additional Information [Line Items]
Property and equipment, gross	6.9	6.9
Building [Member]
Additional Information [Line Items]
Property and equipment, gross	104.8	104.8
Leasehold Improvements [Member]
Additional Information [Line Items]
Property and equipment, gross	348.4	325.9
Equipment [Member]
Additional Information [Line Items]
Property and equipment, gross	538.2	552.1
Computer Software, Intangible Asset [Member]
Additional Information [Line Items]
Property and equipment, gross	350.0	366.7
Construction in Progress [Member]
Additional Information [Line Items]
Property and equipment, gross	$ 26.2	$ 32.8

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Industry Segments and Geographic Operations (Schedule Of Business Segment Information) (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Revenues	$ 689.4	$ 688.3	$ 686.8	$ 727.6	$ 757.9	$ 741.2	$ 692.3	$ 722.2	$ 2,792.1	$ 2,913.6	$ 2,950.6
Long-Lived Assets	1,557.0				1,587.0				1,557.0	1,587.0
UNITED STATES
Revenues									2,066.6	2,321.2	2,385.6
Long-Lived Assets	832.6				869.3				832.6	869.3
PHILIPPINES
Long-Lived Assets	176.5				192.6				176.5	192.6
Non-US [Member]
Revenues									725.5	592.4	$ 565.0
Long-Lived Assets	547.9				525.1				$ 547.9	$ 525.1
Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member]
Concentration risk percent									16.80%	20.50%	21.30%
Accounts Receivable, Net	$ 69.4				$ 93.7				$ 69.4	$ 93.7

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Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended										12 Months Ended
	Dec. 31, 2017		Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016		Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Effect of Fourth Quarter Events [Line Items]
Revenues	$ 689.4		$ 688.3	$ 686.8	$ 727.6	$ 757.9		$ 741.2	$ 692.3	$ 722.2	$ 2,792.1	$ 2,913.6	$ 2,950.6
Operating income (loss)	51.5	[1]	48.1	48.8	48.8	57.2	[2]	50.6	46.3	60.4	197.2	214.6	204.7
Net income (loss) from continuing operations						17.5		37.7	33.2	44.5	121.4	133.0	168.4
Net income (loss) from discontinued operations						0.0		10.0	0.0	0.0		10.0
Net Income (Loss)	8.9		$ 34.8	$ 39.8	$ 37.9	17.5		$ 47.7	$ 33.2	$ 44.5	$ 121.4	143.0	$ 169.0
Change in Operating Income	8.2					9.9
Business Combination, Integration Related Costs	0.4					1.4
Business Acquisition, Transaction Costs						0.1						$ 0.1
Step-up Depreciation	0.6					1.1
Amortization of Intangible Assets	7.2					7.3
Other Tax Expense (Benefit)	32.3					20.3
Settlement (gain) loss recognized during the period	$ 0.5					$ 4.8
Continuing operations						$ 0.18		$ 0.39	$ 0.35	$ 0.46	$ 1.30	$ 1.39	$ 1.72
Discontinued operations						0.00		0.11	0.00	0.00	0.00	0.10	0.01
Net basic earnings (loss) per share	$ 0.10		$ 0.38	$ 0.42	$ 0.40	0.18		0.50	0.35	0.46	1.30	1.49	1.73
Continuing operations						0.17		0.36	0.32	0.43	1.22	1.30	1.60
Discontinued operations						0.00		0.10	0.00	0.00	0.00	0.10	0.01
Net diluted earnings (loss) per share	$ 0.09		$ 0.35	$ 0.40	$ 0.38	$ 0.17		$ 0.46	$ 0.32	$ 0.43	$ 1.22	$ 1.40	$ 1.61
Pension Plan, Defined Benefit [Member]
Effect of Fourth Quarter Events [Line Items]
Settlement (gain) loss recognized during the period											$ 2.5	$ 4.8	$ 0.0

[1] Fourth quarter 2017 includes a decrease in operating income of $8.2 resulting from $0.4 of integration-related expenses associated with Convergys’ acquisition of Stream and buw, $0.6 of depreciation expense resulting from the fair value write-up of property and equipment acquired from Stream and buw and $7.2 of amortization expense related to acquired intangible assets. Fourth quarter 2017 also includes a $0.5 pension settlement charge and a $32.3 net impact to income tax expense resulting from the enactment of the 2017 Tax Act.

[2] Fourth quarter 2016 includes a decrease in operating income of $9.9 resulting from $1.4 of integration-related expenses associated with Convergys’ acquisition of Stream and buw, $0.1 of expense associated with the acquisition of buw, $1.1 of depreciation expense resulting from the fair value write-up of property and equipment acquired from Stream and buw and $7.3 of amortization expense related to acquired intangible assets. Fourth quarter 2016 also includes a $4.8 pension settlement charge and $20.3 of tax expense associated with the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions that provided the Company with increased flexibility to manage its strategic priorities.

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Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Allowance for Doubtful Accounts [Member]
Valuation and Qualifying Accounts
Balance at Beginning of Period	$ 5.3	$ 5.8	$ 5.3	$ 8.1
Charged to Expense		5.1	6.2	4.2
Charged to Other Accounts	0.6	0.0		0.0
Deductions		(6.1)	(6.3)	(7.0)
Balance at End of Period		4.8	5.8	5.3
Deferred Tax Asset Valuation Allowance [Member]
Valuation and Qualifying Accounts
Balance at Beginning of Period	36.2	37.6	36.2	39.3
Charged to Expense		14.2	3.6	3.1
Charged to Other Accounts	$ 0.0	0.0		0.0
Deductions		(2.7)	(2.2)	(6.2)
Balance at End of Period		$ 49.1	$ 37.6	$ 36.2