CONVERGYS CORP

FORM 10-K(Annual Report)

Filed 02/22/17 for the Period Ending 12/31/16

Address 201 EAST FOURTH STREET

CINCINNATI, OH 45202Telephone 5137237000

CIK 0001062047Symbol CVG

SIC Code 7373 - Computer Integrated Systems DesignIndustry IT Services & Consulting

Sector TechnologyFiscal Year 12/31

http://www.edgar-online.com© Copyright 2017, EDGAR Online, Inc. All Rights Reserved.

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ________________________________________________________________________

FORM 10-K________________________________________________________________________

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

Commission file number 1-14379

CONVERGYS CORPORATION

An Ohio I.R.S. EmployerCorporation No. 31-1598292

201 East Fourth Street, Cincinnati, Ohio 45202Telephone 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 thepreceding 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 thepast 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 besubmitted 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 theregistrant 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 willnot 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 anyamendment 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. Seedefinitions 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 ☐

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 $2,397,716,800 , computed by reference to the closing sale price of thestock on the New York Stock Exchange on June 30, 2016 , the last business day of the registrant’s most recently completed second fiscal quarter.

At January 31, 2017 , there were 94,461,542 common shares outstanding, excluding amounts held in treasury of 96,507,896 .

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the Annual Meeting of Shareholders to be held on April 26, 2017 are incorporated by reference into PartIII of this report.

TABLE OF CONTENTS

PART I PageItem 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 17

Item 9A. Controls and Procedures 17

Item 9B. Other Information 20

PART III Item 10. Directors, Executive Officers and Corporate Governance 21

Item 11. Executive Compensation 21

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 21

Item 13. Certain Relationships and Related Transactions, and Director Independence 21

Item 14. Principal Accounting Fees and Services 21

PART IV Item 15. Exhibits, Financial Statement Schedule 22

Signatures 24

Convergys Corporation 2016 Annual Report 1

SAFE HARBOR STATEMENT

Private SecuritiesLitigation Reform Act of 1995Safe 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 of1995, that are based on the current expectations, estimates and projections of Convergys Corporation (we, the Company or Convergys). Statements that are nothistorical 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 andactual 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 whichthey were made. The Company has no current intention to update any forward-looking statements, whether as a result of new information, future events orotherwise. Important factors that may affect these forward-looking statements include, but are not limited to: the future financial performance of our largest clients and themajor industries that we serve, including global communications, technology and financial services; contractual provisions that may limit our profitability or enableour clients to reduce or terminate services; the loss of a significant client or significant business from a client; our failure to successfully acquire and integratebusinesses, including buw; our inability to protect proprietary or personally identifiable data against unauthorized access or unintended release; our inability tomaintain 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 othersimilar actions by European Union member states, and economic weakness and operational disruption as a result of natural events, political unrest, war, terroristattacks or other civil disruption; the effects of foreign currency exchange rate fluctuations, including the adverse impact of a strengthening U.S. dollar relative tothe Australian dollar, the British pound and the euro; the failure to meet expectations regarding our future tax liabilities, changes in tax law that increase our futuretax liabilities 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; our inability to effectively manage our contact center capacity; volatility in financial markets, including fluctuations ininterest 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 futureresults to be materially different than those expressed in our forward-looking statements.

Convergys Corporation 2016 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. Weprovide integrated agent, analytics and technology solutions with operational excellence that we believe deliver superior business growth, care and support for ourclients on a global scale. Convergys has approximately 130,000 employees working in 33 countries, interacting with our clients’ customers in 58 languages. As thesecond-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 proactivelypartner to solve client business challenges through our account management model. Our geographic footprint and comprehensive capabilities help leadingcompanies create brand-differentiated customer experiences across all interaction channels, such as mobile, text, chat, social, 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 analyticsthat 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, tech support, collections, home agent, and end-to-end selling. Our teams use customer experience insights to serve leading brands across industriesincluding communications and media, technology, financial services, retail, government and healthcare. Convergys strives to deliver world-class customerexperiences that reduce effort, speed resolution and optimize outcomes. We understand that our clients have individual business needs and that customerinteractions in an increasingly multi-channel environment can be complicated. Our goal is to solve the complexities and deliver unparalleled customer experienceson behalf of our clients.

We believe our global clients benefit from our worldwide workforce located in key geographies, including the United States, the Philippines, Germany, the UnitedKingdom, India, 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 ArabEmirates. Our 2016 acquisition of buw significantly expanded the Company’s presence in the growing German contact center market. The geographic informationincluded 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. Weprovide solutions across the customer lifecycle, including:

• Sales• Customer Service• Technical Support• Customer Retention• Collections

Our innovative omni-channel contact center technology solutions include:

• Multichannel Interaction Solutions (Intelligent Self-Service, Voice, Chat, 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 softwaresolutions, including:

• Integrated Customer Experience Analytics• Voice of Customer SaaS software for measuring customer satisfaction• 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 a large global market by investing in what matters most to our clients and leveraging our strong financial position

to drive sustainable growth and value creation for our shareholders.

BuildonaLeadingMarketPositiontoGrowWithOurLoyalandExpandingClientBase

The Company’s primary focus is on growth with multinational corporations and other large companies in the communications and media, financial services,technology, healthcare, retail 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.

CapitalizeonIndustryTrendsbyInvestinginQuality,CapabilityandClients

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

IncreasingCustomerContactComplexity

As technology becomes more pervasive, customer contact to troubleshoot this technology becomes increasingly complex and difficult to resolve.Convergys invests in its global operating model to attract and retain the right talent that is trained and supported by the right tools to handle these complexcustomer contacts in a quality manner, at scale, regardless of location.

FullLifecycleServices

Client strategies for customer service change rapidly. Increasingly, clients want business partners that offer a breadth and depth of capabilities and theflexibility to make rapid adjustments to the services they provide to their customers. To meet these changing client needs, Convergys invests in agents,analytics and technology solutions that support the full life-cycle of contact types, including sales, customer service, technical support, customer retentionand collections.

VendorConsolidation

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

GlobalDelivery

Clients demand a seamless customer experience across multiple channels and geographies. Convergys invests in global capacity to provide the rightservices, including language support, to better serve customers and drive the quality delivery and value our clients demand around the world.

UtilizeFinancialStrengthtoInvestinStrategicGrowth,ReturnCapitaltoInvestors

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

AdditionalCompanyInformation

Convergys was formed as an Ohio corporation in 1998. The Company maintains an internet website at www.convergys.com. Information about the Company isavailable 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 amendmentsto 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 weelectronically file such material with, or furnish it to, the Securities and Exchange Commission (SEC). The Company’s website and the information containedtherein 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 publicreference 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 SECat 1-800-SEC-0330. The SEC’s website, www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that fileelectronically 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 ourprincipal executive officer, principal financial officer, principal accounting officer and certain other senior officers; and Governance Principles for our Board ofDirectors. The Code of Business Conduct, Financial Code of Ethics and Governance Principles, as well as the charters for the Audit Committee, Compensation and BenefitsCommittee, and Governance and Nominating Committee of our Board of Directors, are posted on the Corporate Governance page of our website atwww.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 20.5%,21.3% , and 23.7% of our consolidated revenues for 2016, 2015 and 2014 , respectively. No other client accounted for more than 10% of our consolidated revenuesfor 2016, 2015 or 2014 . Volumes with individual clients are often earned under multiple contracts and are subject to variation based on, among other things,general economic conditions, client outsourcing trends 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 thecomplexity of services required, the anticipated growth of their market segments and their increasing need for more cost-effective customer management services.

OPERATIONS

We operate 149 contact centers averaging approximately 78,000 square feet per center. We have approximately 99,700 production workstations and provideservice 24 hours a day, 365 days a year. Our workforce is located throughout the world, including the United States, the Philippines, Germany, the UnitedKingdom, India, 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 ArabEmirates. Our global operating model seeks to deliver a consistent customer experience regardless of where the service is provided. We establish new contactcenters 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 managementsystems, 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 personnelscheduling, thereby increasing our efficiency and enhancing the quality of the services we deliver to our clients and their customers. We are able to respond tochanges in client call volumes and manage call volume traffic based on agent availability. Additionally, we can use this technology to collect informationconcerning the contacts, including number, response time, duration and results of the contact and report the information to the client on a periodic basis forpurposes of monitoring quality of service and accuracy of the related billing.

We operate a distributed data processing environment that can integrate call center data servers and databases with two primary data centers in Orlando, Floridaand Cincinnati, Ohio, comprising, in total, approximately 90,000 square feet of space. Our technologically advanced data centers provide 24 hours a day, 365 daysa 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 changingneeds of large-scale and rapidly growing companies and government entities. By employing the scale and efficiencies of common application platforms, we canprovide client-specific enhancements and modifications without incurring many of the costs of a full custom application, which positions us as a value-addedprovider 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 thetechnology we use in the delivery of services to clients. As a result, we continue to invest in the enhancement and development of advanced contact centertechnology. Our intellectual property consists primarily of business methods and software systems. To protect our proprietary rights, we rely primarily on a combination ofU.S. and foreign copyright, trade secret and trademark laws; confidentiality agreements with employees and third parties; and contractual protections contained inlicenses and other agreements with consultants, suppliers, strategic partners and clients. We own 119 patents, which protect certain technology and business methods that we use to manage our internal systems and processes effectively and we believegive us competitive advantages in developing innovative technologies to provide customer management services to our clients. Our existing patents were issuedbetween July 1997 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 Officeand under the laws of more than 82 foreign countries.

EMPLOYEES

As of December 31, 2016 , we employed approximately 130,000 employees across the globe and in our work-at-home environment. Our clients benefit from ourworldwide workforce located in the United States, the Philippines, Germany, the United Kingdom, India, 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.

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 ornew entrants can enter the market by developing new systems or services that could impact our business.

Convergys Corporation 2016 Annual Report 3

ITEM 1A. RISK FACTORS Economic and market conditions in our customers’ industries and changes in our customers’ demand for outsourcing services may adversely affect ourbusiness,resultsofoperationsandfinancialcondition.

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 theindustries 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. Ourrevenues also depend on our clients’ success. If our clients or their programs are unsuccessful, the amount of business that they outsource, the prices that they arewilling to pay for outsourcing or the revenues generated by our contracts may decline. A reduction in the amount of business we receive from our clients couldresult in stranded capacity and costs.

Our revenues also depend, in large part, on the demand for outsourcing services. Outsourcing involves companies contracting with a third party, such asConvergys, to provide customer management services rather than performing such services in-house. There can be no assurance that the current demand foroutsourcing will continue or grow, and organizations may elect to perform such services in-house. A significant reduction in the demand for outsourcing servicescould have a material adverse effect on our financial condition and results of operations.

Thetermsofourclientcontractsmaylimitourprofitabilityorenableourclientstoreduceorterminateservicesthatweprefertocontinue.

Most of our client contracts do not have minimum volume requirements, and the profitability of each client contract or work order may fluctuate, sometimessignificantly, throughout various stages of the program. Certain contracts have performance-related bonus or penalty provisions that require the client to pay us abonus, 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 ofour services. There can be no assurance that our clients will not terminate their contracts before their scheduled expiration dates, that the volume of services forthese 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 terminateunprofitable contracts without incurring significant liabilities. For these reasons, there can be no assurance that our client contracts will be profitable for us or thatwe will be able to achieve or maintain any particular level of profitability through our client contracts.

Wedependonalimitednumberofclientsforasignificantportionofourrevenue,andthelossofbusinessfromoneormoreoftheseclientscouldadverselyaffectourresultsofoperations.

Our three largest clients collectively represented 35.1% of our revenue in 2016 . At any given time, we typically have multiple work orders or contracts with ourlargest customers. 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 orcontracts with one of our largest clients could adversely affect our business, results of operations and financial condition if the lost revenues are not replaced withprofitable revenues from that client or other clients.

Ourbusinessissubstantiallydependentontheglobalcommunicationsindustry.

Approximately half of our revenue in 2016 was received from customers operating in the global communications industry. At times, this industry has experiencedsignificant fluctuations in growth rates and capital investment, and predicting future performance in this industry is challenging. General economic weakness or aslowdown in the communications industry could result in a loss of business and adversely affect our revenues and earnings. In addition, the communicationsindustry has experienced significant consolidation in recent years. If this consolidation continues, we may lose business from existing clients following a merger oracquisition, 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 ofbusiness 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 notreplaced with profitable revenues from other clients.

Themarketsinwhichweoperateincludealargenumberofserviceprovidersandarehighlycompetitive.

We operate in highly competitive markets. Many of our competitors are expanding the services they offer in an attempt to gain additional business. In addition,niche providers or new entrants can enter markets by developing new systems or services that could impact our business. New competitors, alliances amongcompetitors 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 ordevelop. 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 tocompete more effectively or we are forced to reduce our pricing to respond to competitive pressures, our revenues and profit margin may decline.

Ourpursuitofacquisitionstogrowourbusinesspresentscertainriskstoourbusinessandoperations.

We have made, and in the future may make, acquisitions of or investments in companies, technologies or products in existing, related or new markets. Businesscombinations, acquisitions and investments, such as our 2016 acquisition of buw, involve numerous risks that vary depending on the scale and nature of thetransaction, 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 presentchallenges;

• The acquired company’s internal financial controls, disclosure controls and procedures, and anti-corruption, human resource, and other policies orpractices 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 ourpotential 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.

Cyberattacksortheimproperdisclosureorcontrolofpersonalinformationcouldresultinliabilityandharmourreputation,whichcouldadverselyaffectourbusiness.

Our business is heavily dependent upon information technology networks and systems. Internal or external attacks on those networks and systems could disrupt thenormal operations of our call centers and impede our ability to provide critical services to our clients, subjecting us to liability under our contracts and damagingour 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, includingany of our employees, negligently disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages ormisappropriates that data, we could be subject to monetary damages, fines or criminal prosecution. Unauthorized disclosure of sensitive or confidential client orcustomer data, whether through system failure, employee negligence, fraud or misappropriation, along with unauthorized access to or through our informationsystems 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 toour 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 controlsfor our systems, as well as other security practices we follow, may not prevent improper access to, or disclosure of, personally identifiable or proprietaryinformation. Furthermore, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions andcountries in which we provide services. In particular, in 2015, the European Court of Justice invalidated the U.S.-EU Safe Harbor Framework regarding dataprivacy in connection with the transfer of personal data by U.S. companies from the European Economic Area. While the United States and the EU subsequentlyagreed on a new data transfer framework referred to as the U.S.-EU Privacy Shield, our use of the U.S.-EU Privacy Shield or other appropriate mechanisms totransfer data from the European Economic Area to the United States may result in increased costs and effort. Moreover, our failure to adhere to or successfullyimplement processes in response to 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.

Interruptionofourdatacentersandcontactcenterscouldhaveamateriallyadverseeffectonourbusiness.

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, operatingmalfunction, cyberattack, terrorist attack, sabotage or other causes, we may be unable to provide the services we are contractually obligated to deliver. Failure toprovide contracted services could result in contractual damages or clients’ termination or renegotiation of their contracts. Although we maintain disaster recoveryand business continuity plans and precautions to protect our company and our clients from events that could interrupt our delivery of services, there is no guaranteethat 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 ourclients for which our plans and precautions fail to adequately protect us could have a material adverse effect on our business, results of operation and financialcondition.

Wemaybeunabletoeffectivelyandefficientlydeliverourservicesifthetechnologyandnetworkequipmentthatwerelyuponisnotappropriatelymaintainedorupgraded.

Our clients, and the services we provide to our clients, are highly dependent upon the persistent availability and uncompromised security of our informationtechnology systems. We utilize and deploy internally-developed and third-party software solutions across various hardware environments. We operate an extensiveinternal 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 relyon multiple public communication channels for connectivity to our clients. Maintenance of, and investment in, this technology is critical to the success of ourservice 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 thirdparties. If the reliability of our technology or our network operations falls below required service levels, or a systemic fault affects the organization broadly, wemay be unable to deliver contracted services to our clients. Non-performance could result in contractual performance penalties, damage to our reputation, and theloss of business from existing and potential clients. Any one or more of these consequences could adversely impact our revenue and cash flow.

Defectsorerrorswithinsoftwarecouldadverselyaffectourbusiness.

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 maybe difficult to detect or correct. Design defects, coding errors or other software errors may delay software introductions or operations implementations, reduce thesatisfaction level of our clients, impact our operational performance or prevent us from complying with our commercial agreements and may have a materiallyadverse 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 beoutside of our control. Although our commercial agreements may contain provisions designed to limit our exposure to potential claims and liabilities, theseprovisions 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 orother damages to our clients for which we are held responsible or cause damage to our reputation, adversely affecting our business, results of operations andfinancial condition.

Ourbusinessperformanceandgrowthplansmaybeadverselyaffectedifweareunabletoeffectivelymanagechangesintheapplicationanduseoftechnology.

The use of technology in our industry has and will continue to expand and change rapidly. Our future success depends, in part, upon our ability to develop andimplement solutions that anticipate and keep pace with continuing changes in technology, industry standards and client preferences. We may incur significantexpenses in an effort to keep pace with customer preferences for technology or to gain a competitive advantage through technological expertise or newtechnologies.

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 fromaccepted practices in the marketplace. 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 couldadversely affect our business and growth plans.

Clientconsolidationscouldresultinalossofclientsandadverselyaffectourbusiness.

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 inconsolidations in which they acquire additional businesses or are acquired themselves. Such consolidations may increase our dependence on a more limited numberof 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, othercivil disturbancesandepidemics coulddisrupt ouroperationsorleadtoeconomicweaknessinthecountries inwhichweoperate,resultingindecreasedrevenues,earningsandcashflow.

Natural events (such as floods and earthquakes), war, terrorist attacks and epidemics of contagious illnesses could disrupt our operations in the United States andabroad and could lead to economic weakness in the countries in which they occur. We have substantial operations in countries - most notably the Philippines - thathave experienced severe natural events, such as earthquakes and floods, in the recent past. Weather patterns may become more volatile, and severe weather eventsmay become more frequent or more widespread, as a result of the potential effects of climate change. Disruptions that affect our operations could cause serviceinterruptions 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 ofour services, which could reduce our revenues, earnings and cash flow.

Ourrevenueandearningsareaffectedbyforeigncurrencyexchangeratefluctuations.

While most of our contracts are priced in U.S. dollars, we recognize a substantial amount of revenue under contracts that are denominated in Australian dollars,British pounds, Canadian dollars and euros. A significant increase in the value of the U.S. dollar relative to these currencies may have a material adverse impact onthe 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 ofthe country where services are provided. Additionally, we have certain client contracts that are priced in Australian dollars, for which a substantial portion of thecosts to deliver services are in other currencies. Although we enter into hedging contracts in certain currencies to limit our potential foreign currency exposure, asignificant decrease in the value of the U.S. dollar or, in certain cases, the Australian dollar, relative to these currencies could have a material adverse impact on ourU.S. dollar operating expenses that are not fully offset by gains realized under our hedging contracts. The impact on our earnings will depend on the timing of ourderivative instruments and the movement of the U.S. dollar relative to other currencies.

Thecashweholdandourexternalforeignexchangecontractsmaybesubjecttocounterpartycreditrisk.

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 flowproblems 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, thecounterparties to our hedge transactions are financial institutions or affiliates of financial institutions and our hedging exposure is not secured by collateral. If oneor more of these counterparties becomes insolvent and fails to perform their financial obligations under our hedge transactions, our hedging arrangements may notachieve our intended results and our results of operations and cash flow may be adversely affected.

WemaybeunabletorepatriatetotheUnitedStatescashheldinforeignaccountswithoutpayingtaxes.

As of December 31, 2016 , approximately 85% of our cash and short-term investments balance of $151.2 was held in accounts outside of the United States, mostof which would be subject to additional taxes if repatriated to the United States. Changes in U.S. tax laws could also subject our cash and short-term investments totax. Additionally, regulations and laws in the related jurisdictions could further restrict our ability to repatriate these balances.

If we are unable to accurately predict our future tax liabilities or become subject to increased levels of taxation or our tax contingencies are unfavorablyresolved,ourresultsofoperationsandfinancialconditioncouldbeadverselyaffected.

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-relatedcontingent liabilities that are difficult to predict or quantify. In preparing our financial statements, we calculate our effective income tax rate based on current taxlaws and regulations and our estimated taxable income within each of these jurisdictions. Officials in some of the jurisdictions in which we do business, includingthe United States, have proposed or announced that they are considering tax increases or changes and other revenue raising laws and regulations. Any resultingchanges in tax laws or regulations, including how U.S. multinational corporations are taxed on earnings, could increase our effective tax rate or impose newrestrictions, 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 bylocal tax authorities. While we believe that our current tax provisions are reasonable and appropriate, there can be no assurance that these items will be settled forthe 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, resultsof operations and financial condition.

Ourresultsofoperationscouldbeadverselyaffectedbylitigationandothercommitmentsandcontingencies.

We face risks arising from various unasserted and asserted claims, including, but not limited to, commercial, consumer protection, tax and patent infringementclaims. 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 operationsand divested businesses, and issue guarantees of third party obligations. The amounts of such commitments can only be estimated, and the actual amounts forwhich 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.

Wearesusceptibletobusinessandpoliticalrisksfromourglobaloperationsthatcouldresultinreducedrevenuesorearnings.

We operate a global business and have facilities located throughout North and South America, EMEA and the Asia-Pacific region, including China and thePhilippines. Conducting business globally exposes us to certain risks including currency fluctuations, longer payment cycles, greater difficulties in accountsreceivable collection, difficulties in complying with differing laws across many jurisdictions, changing legal and regulatory requirements and the interpretation andenforcement of such requirements, difficulties in staffing and managing foreign operations, inflation, compliance with anti-bribery and anti-corruption regulationsand potentially adverse tax consequences. Changing and uncertain political conditions in the countries in which we are located, including ongoing politicaldevelopments in the Philippines and uncertainty regarding the impact of the United Kingdom’s vote to leave the European Union or other similar actions byEuropean 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 throughstart-up operations and acquisitions. In addition to the risks described above, expansion of our existing international operations and entry into additional countriesmay divert management attention from our existing operations and require significant financial resources. If we are unable to manage the risks associated with ourinternational operations and expanding such operations, our business could be adversely affected and our revenues and earnings could be reduced.

Ourbusinessissubjecttomanyregulatoryrequirements,andchangesincurrentregulationsortheirinterpretationandenforcement,ortheadoptionofnewregulationscouldsignificantlyincreaseourcostofdoingbusiness.

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 laborrelations, health care requirements, trade restrictions, tariffs, taxation, sanctions, data privacy, consumer protection (including the method and timing of placingoutbound 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 whichwe provide services. Violations of any laws and regulations to which we are subject, including failing to adhere to or successfully implement processes in responseto changing regulatory requirements, could result in liability for damages, fines, criminal prosecution, unfavorable publicity and damage to our reputation, andrestrictions 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 healthcare reform 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 outsourcingservices outside of the United States, it could have an adverse effect on our business, results of operations and financial condition.

Ifwedonoteffectivelymanageourcapacity,ourresultsofoperationscouldbeadverselyaffected.

Our ability to profit from the demand for outsourcing depends largely on how effectively we manage our contact center capacity. Although we periodically assessthe expected long-term capacity utilization of our contact centers based, in part, on expected client demand for our services, we may be unsuccessful at achievingor 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 andmargins.

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 indemand 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. As a result, we may notachieve or maintain targeted site utilization levels or site utilization levels may decrease from time to time, and our profitability may suffer as a result.

Ifweareunabletohireandretainqualifiedpersonnel,ourabilitytoexecuteourbusinessplanscouldbeimpairedandourrevenuescoulddecrease.

We employ approximately 130,000 employees worldwide. From time to time, we experience difficulties in hiring personnel with the desired levels of training orexperience. Additionally, quality service depends on our ability to retain employees and control personnel turnover. Any increase in our employee turnover ratecould increase recruiting and training costs and could decrease operating effectiveness and productivity. We may be unable to continue to hire, train and retain asufficient number of qualified personnel to adequately staff new client projects.

Theinabilityorunwillingnessofclientsthatrepresentalargeportionofouraccountsreceivablebalancetotimelypaysuchbalancescouldadverselyaffectourbusiness.

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 unableor 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 weclosely monitor our accounts receivable balances, a client’s financial inability or unwillingness, for any reason, to pay a large accounts receivable balance or manyclients’ inability or unwillingness to pay accounts receivable balances that are large in the aggregate would adversely impact our income and cash flow.

Wemayincurmaterialrestructuringchargesinthefuture.

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 involuntaryemployee terminations, facility closures, and other restructuring activities, and we may incur material restructuring charges in the future. The risk that we incurmaterial restructuring charges may be heightened during economic downturns or with expanded global operations.

Wemayincurnon-cashgoodwillimpairmentchargesinthefuture.

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 othertimes if events have occurred or circumstances exist that indicate the carrying value of goodwill may no longer be recoverable. There can be no assurance that wewill not incur impairment charges in the future, particularly in the event of a prolonged economic slowdown. See Note 6 of the Notes to Consolidated FinancialStatements.

Ourcontrolsandproceduresmaynotpreventordetectallerrorsoractsoffraud.

Disclosure controls and procedures and internal controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the controlsystem are met. The design of controls must consider the benefits of controls relative to their costs, and controls cannot assure that judgments in decision-makingwill 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 oneor more persons acting individually or by collusion. Furthermore, while controls are designed with the intent of providing reasonable assurance of the effectivenessof the controls, the design is based, in part, upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not takeinto account all potential future conditions. Accordingly, because of the inherent limitations of a cost-effective control system, misstatements due to error or fraudmay 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 financialreports and other disclosures, which could have an adverse effect on the trading price of our common shares.

Thetradingpriceofourcommonsharesmaybevolatile.

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 thetrading price of our common shares, including general economic conditions, changes or volatility in the financial markets, changing market conditions in theoutsourced customer contact management services industry, quarterly variations in our financial results, the announcement of acquisitions or divestitures, strategicpartnerships or new product offerings, and changes in financial estimates and recommendations by securities analysts. Many of these factors are outside of ourcontrol 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 2016 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 ownoffice 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,Singapore, Spain, South Africa, Sweden, Tunisia, the United Arab Emirates, and the United Kingdom. Upon the expiration or termination of any such leases, webelieve 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 computerhardware, communications equipment, software and leasehold improvements. We depreciate these assets using the straight-line method over the estimated usefullives 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 22, 2017 , our Executive Officers were:

Name Age TitleAndrea J. Ayers (a) 53 President and Chief Executive OfficerAndre S. Valentine 53 Chief Financial OfficerJarrod B. Pontius 45 General Counsel and Chief Administrative OfficerMarjorie M. Connelly 55 Chief Operating 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. 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; VicePresident, Chief Legal Officer and Secretary, Kendle International 2009-2011. MARJORIE M. CONNELLY, Chief Operating Officer since November 2014; Interim President, Longwood College, 2012-2013; Global Chief OperatingOfficer, Barclaycard, 2009-2011; Chief Operating Officer, Wachovia Securities 2006-2008.

Convergys Corporation 2016 Annual Report 5

PART IIITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER 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, 2017 , therewere 6,521 holders of record of the 94,461,542 common shares of Convergys outstanding. The high, low and closing prices of our common shares for each quarter in 2016 and 2015 are listed below:

Quarter 1 st 2 nd 3 rd 4 th

2016 High $27.84 $28.54 $30.92 $30.42Low 22.53 24.30 24.78 23.87Close 27.77 25.00 30.42 24.562015 High $23.01 $26.56 $26.22 $26.60Low 18.81 22.32 20.57 22.60Close 22.87 25.49 23.11 24.89 During 2016 and 2015 , the Company’s Board of Directors declared the following dividends per common share, which were paid by the Company on the paymentdates listed below:

Announcement Date Record Date Dividend Amount Payment DateFebruary 18, 2015 March 20, 2015 $0.07 April 3, 2015May 5, 2015 June 18, 2015 $0.08 July 2, 2015August 4, 2015 September 18, 2015 $0.08 October 2, 2015November 4, 2015 December 24, 2015 $0.08 January 8, 2016February 23, 2016 March 24, 2016 $0.08 April 8, 2016May 9, 2016 June 24, 2016 $0.09 July 8, 2016August 8, 2016 September 23, 2016 $0.09 October 7, 2016November 8, 2016 December 23, 2016 $0.09 January 6, 2017

On February 22, 2017 , the Company announced that its Board of Directors declared a quarterly cash dividend of $0.09 per common share to be paid on April 7,2017 to shareholders of record as of March 24, 2017 .

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 Boardapproval, and will depend on the Company’s future earnings, cash flow, financial condition, financial covenants and other relevant factors.

We repurchased 2.7 of our common shares for $71.6 during 2016 , as summarized in the following table:

Shares repurchased Average price per shareJanuary 2016 255,019 $23.60February 2016 254,000 24.71March 2016 299,293 26.59April 2016 217,801 26.98May 2016 212,201 27.27June 2016 230,901 26.42July 2016 221,401 26.19August 2016 196,301 28.71September 2016 152,201 29.74October 2016 162,801 29.63November 2016 237,301 25.97December 2016 264,601 25.05

Total 2,703,821 $26.48

All share repurchases were made pursuant to publicly announced programs. At December 31, 2016 , the Company had the authority to repurchase $143.1 ofoutstanding common shares pursuant to the Board of Directors’ most recent share repurchase authorization of $250.0 in August 2015. The timing and terms of anyfuture transactions will depend on a number of considerations including market conditions, our available liquidity and capital needs, and limits on sharerepurchases that may be applicable under the covenants in our credit agreement.

Performance Graph

The following Performance Graph compares, for the period from December 31, 2011 through December 31, 2016, the percentage change of the cumulative totalshareholder 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 ofSykes Enterprises Inc., Teleperformance, TeleTech Holding Inc. and Atento.

Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16Convergys Corporation $100 $130 $169 $165 $205 $205S&P Midcap 400 $100 $118 $157 $173 $169 $204Peer Group $100 $132 $207 $226 $275 $306

Convergys Corporation 2016 Annual Report 6

ITEM 6. SELECTED FINANCIAL DATA

(Amounts in millions except per share amounts) 2016 2015 2014 2013 2012

RESULTS OF OPERATIONS Revenues $2,913.6 $2,950.6 $2,855.5 $2,046.1 $2,005.0Costs and expenses (1) (2) 2,708.7 2,756.2 2,704.7 1,908.7 1,966.4

Operating Income 204.9 194.4 150.8 137.4 38.6Other (expense) income, net (0.9) 0.8 (2.2) 5.1 4.3Interest expense (18.1) (18.2) (19.3) (11.5) (13.6)

Income before Income Taxes 185.9 177.0 129.3 131.0 29.3Income tax expense (3) 52.9 8.6 12.8 72.5 1.1

Income from Continuing Operations, net of tax 133.0 168.4 116.5 58.5 28.2Income from Discontinued Operations (4) 10.0 0.6 3.5 2.4 72.4

Net Income $143.0 $169.0 $120.0 $60.9 $100.6

Basic Earnings Per Common Share: Continuing Operations $1.39 $1.72 $1.16 $0.57 $0.25Discontinued Operations 0.10 0.01 0.03 0.02 0.65

Basic Earnings Per Common Share $1.49 $1.73 $1.19 $0.59 $0.90

Diluted Earnings Per Common Share: Continuing Operations $1.30 $1.60 $1.10 $0.54 $0.24Discontinued Operations 0.10 0.01 0.03 0.02 0.62

Net Diluted Earnings Per Common Share $1.40 $1.61 $1.13 $0.56 $0.86

Weighted Average Common Shares Outstanding: Basic 95.8 98.1 100.7 103.3 112.2Diluted 102.5 104.7 106.2 109.2 117.1

FINANCIAL POSITION Total Assets $2,371.8 $2,356.6 $2,416.1 $1,956.7 $2,037.9Total debt and capital lease obligations 298.8 339.3 375.9 61.1 60.6Shareholders’ Equity 1,315.9 1,276.2 1,227.2 1,224.1 1,371.9

OTHER DATA Net cash flows provided by operating activities Operating activities of continuing operations $305.4 $249.3 $261.0 $208.4 $103.9Operating activities of discontinued operations — — — 1.6 9.1

$305.4 $249.3 $261.0 $210.0 $113.0

Net cash flows (used in) provided by investing activities Investing activities of continuing operations ($225.7) ($108.4) ($850.5) ($36.6) ($162.7)Investing activities of discontinued operations — — — 1.0 425.3

($225.7) ($108.4) ($850.5) ($35.6) $262.6

Net cash flows (used in) provided by financing activities Financing activities of continuing operations ($145.6) ($135.1) $207.6 ($148.3) ($242.6)Financing activities of discontinued operations — — — — (0.1)

($145.6) ($135.1) $207.6 ($148.3) ($242.7)

Adjusted EBITDA (5) $365.6 $375.0 $356.9 $250.6 $239.5Adjusted diluted earnings per common share from continuing operations (5) $1.84 $1.76 $1.60 $1.10 $0.95Adjusted free cash flow (5) $225.3 $153.4 $208.1 $146.2 $8.4 (1) Costs and expenses include restructuring charges of $3.7, $7.2, $1.7, $5.4 and $11.6 in 2016, 2015, 2014, 2013 and 2012, respectively; gain on sale of real estate of $1.6 in 2014; asset

impairment loss of $1.5 and $88.6 in 2013 and 2012, respectively; net pension and other post-employment benefit plan charges of $4.8, $4.6, $13.1 and $4.1 in 2016, 2014, 2013 and 2012,respectively; and transaction and integration expenses of $6.5, $11.3 and $37.7 in 2016, 2015 and 2014, respectively.

(2) Costs and expenses also include costs of $8.8 in 2012 previously allocated to the Information Management segment that do not qualify as discontinued operations and are reported as costsfrom continuing operations. The Company took actions to reduce these costs and earned transition service revenues from services provided to the buyers subsequent to completion of thesale of Information Management to offset these costs.

(3) 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 repatriationof 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 associatedwith 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 associatedwith the expiration of statutes of limitations for previously uncertain tax positions and favorable resolutions of tax audits.

(4) Discontinued operations includes the historical financial results of the Information Management business, excluding certain costs referred to in note 2, above, that did not meet the criteriafor such presentation.

(5) 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 theunderlying performance of the business and believes the presentation of these non-GAAP measures enhances investors’ ability to analyze trends in the business and evaluate theCompany’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 excludescertain acquisition-related costs and other one-time items. EBITDA and adjusted EBITDA should not be considered in isolation or as a substitute for income from continuingoperations, 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 tosimilarly-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 certainoperating charges or credits, along with certain discrete tax expense or benefit adjustments. Management compensates for these limitations by using both the non-GAAPmeasures, adjusted diluted earnings per common share from continuing operations, and the GAAP measure, diluted earnings per common share from continuing operations, inits 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 certainacquisition-related cash payments associated with investment activity. Management compensates for these limitations by using both the non-GAAP measures, free cash flow andadjusted 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 moredetail 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 2016 Annual Report 7

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSISOF 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. Weprovide integrated agent, analytics and technology solutions with operational excellence that we believe deliver superior business growth, care and support for ourclients on a global scale. Convergys has approximately 130,000 employees working in 33 countries, interacting with our clients’ customers in 58 languages. As aglobal provider in the industry, Convergys has a history of commitment and dedication to excellence in serving many of the world’s largest brands. Our businessmodel allows us to deliver consistent, quality service, at scale in the geographies that meet our clients’ business needs. We proactively partner to solve clientbusiness 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 marketand are able to invest in the services, technology, and analytics that matter to our clients and their customers.

OperationsandStructureOn August 1, 2016, Convergys acquired buw, a leader in the German customer care industry. The acquisition added 16 sites and approximately 6,000 employeesspread across Germany, Hungary and Romania into Convergys’ global operations. During 2016, the acquired buw operations contributed revenue of $63.2 andincome before income taxes of $1.8.

On March 3, 2014, Convergys completed its acquisition of SGS Holdings, Inc. (Stream), a global customer management leader, providing technical support,customer care and sales, for Fortune 1000 companies. This acquisition expanded the Company’s geographic footprint and capabilities and added approximately40,000 employees in 22 countries. Most notably, the acquisition increased Convergys’ presence in EMEA by adding sites across Europe, as well as multiple sites inNorth Africa. Stream’s complementary client portfolio further diversified Convergys’ client base through the addition of leading technology, communications andother clients.

We believe our global clients benefit from our worldwide workforce located in key geographies, including the United States, the Philippines, Germany, the UnitedKingdom, India, 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 ArabEmirates. Agent-related revenues, which accounted for more than 95% of our revenues for 2016 , are typically recognized as services are performed based on staffing hoursor the number of contacts handled by service agents using contractual rates. Remaining revenues are derived from the sale of premise-based and hosted self-careand technology solutions and provision of professional services. Revenues from the sale of these solutions and provision of services are typically recognized asservices are provided over the duration of the contract using contractual rates.

RESULTS OF OPERATIONS

Revenues

2016 2015% Change

16 vs. 15 2014% Change

15 vs. 14

Revenues:

Communications $1,442.1 $1,577.4 (9) $1,582.1 —Technology 623.8 618.6 1 525.2 18Financial Services 217.5 209.1 4 202.8 3Other 630.2 545.5 16 545.4 —

Total Revenues $2,913.6 $2,950.6 (1) $2,855.5 3 2016vs.2015Consolidated revenues for 2016 were $2,913.6 , a 1% decrease from $2,950.6 in 2015. Revenues for the acquired buw operations increased revenues byapproximately 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 clientsdecreased 9% from the prior year, reflecting volume declines, program completions with certain existing clients and the loss of a client, as well as unfavorablecurrency exchange rate impacts, partially offset by revenues from the acquired buw operations. Revenues from technology clients increased 1% from the prior yeardue 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 theacquired buw operations, partially offset by the loss of a client. Other revenues increased 16% from the prior year. This increase is attributable to volume increasesand new programs with existing clients, as well as revenue from the acquired buw operations.

2015vs.2014Consolidated revenues for 2015 were $2,950.6, a 3% increase from $2,855.5 in 2014. Revenues for 2014 exclude Stream revenue of $171.4 for the two monthspreceding the acquisition. This revenue included $83.6 and $67.2, respectively, within the communications and technology verticals. Changes in currency exchangerates reduced revenues by approximately 3% during 2015 as the U.S. dollar strengthened relative to the euro, British pound, Australian dollar and the Canadiandollar. Revenues from communications clients in 2015 were consistent with 2014, reflecting two additional months of revenue related to Stream, volume increasesand new programs with certain clients, offset by volume decreases with our largest client and unfavorable currency exchange rates. Revenues from technologyclients increased 18% from the prior year, due to two additional months of revenue related to Stream, volume increases and new programs with existing clients,partially offset by unfavorable currency exchange rates. Revenues from financial services clients increased 3% from the prior year, due to new clients and newprograms with existing clients, partially offset by program completions and volume decreases with other clients. Other revenues, which are comprised of clientsoutside of the Company’s three largest industries was consistent with the prior year, as revenues from new clients were largely offset by volume decreases with

other existing clients.

OperatingCostsandExpenses

2016 2015% Change

16 vs. 15 2014% Change

15 vs. 14

Operating Costs:

Cost of providing services and products sold $1,865.9 $1,877.5 (1) $1,814.5 3Selling, general and administrative 682.3 691.7 (1) 684.8 1Depreciation 122.2 141.5 (14) 142.9 (1)Amortization 28.1 27.0 4 24.7 9Restructuring 3.7 7.2 (49) 1.7 NMAsset impairments and other — — — (1.6) (100)Transaction and integration costs 6.5 11.3 (42) 37.7 (70)

Total costs and expenses $2,708.7 $2,756.2 (2) $2,704.7 2

2016vs.2015Consolidated total operating costs and expenses for 2016 of $2,708.7 decreased 2% from $2,756.2 in the prior year. Operating costs associated with the acquiredbuw operations increased total costs and expenses by approximately 2% in 2016. Changes in currency exchange rates reduced operating costs and expenses byapproximately 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 theacquisition of buw. As a percentage of revenues, the cost of providing services and products sold was 64.0% for 2016, compared to 63.6% in 2015. The slightincrease in 2016 was largely due to the timing and location of certain program implementations. Selling, general and administrative expenses of $682.3 in 2016decreased 1% compared to the prior year. This decrease was largely due to favorable currency exchange impacts and lower incentive compensation expense,partially offset by a $4.8 pension settlement charge in 2016 and expenses from the acquired buw operations. As a percentage of revenue, selling, general andadministrative expense was 23.4% in both 2016 and 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 depreciationfrom the fair value write-up of property and equipment acquired from Stream. The increase in amortization expense resulted from acquired intangible assets fromthe buw acquisition.

2015vs.2014Consolidated total operating costs and expenses for 2015 of $2,756.2 increased 2% from $2,704.7 in the prior year. Results for 2014 exclude Stream operatingcosts of $165.0 for the two months preceding the acquisition. Changes in currency exchange rates reduced operating costs and expenses by approximately 3% for2015. Operating costs and expenses included $11.3 and $23.0 in 2015 and 2014, respectively, for integration related expenses, as well as $14.7 in 2014 fortransaction costs associated with the Stream acquisition, all of which are included in Transaction and integration costs. Operating costs in 2015 also included $7.2of severance costs, compared to $1.7 in the prior year, as we aligned headcount to program needs.

Cost of providing services and products sold increased 3% from $1,814.5 in 2014 to $1,877.5 in 2015. As a percentage of revenues, the cost of providing servicesand products sold was 63.7% in 2015 compared to 63.5% in the prior year, largely due to higher costs related to the timing of program implementations in 2015,offset by favorable currency exchange impacts. Selling, general and administrative expenses of $684.6 increased 1% from the prior year primarily due to twoadditional months of expense related to the acquired Stream operations and increased expense during 2015 for certain information technology infrastructureinitiatives and additional investment in data privacy and security. These increases were partially offset by favorable currency exchange impacts, as well assynergies realized from the Stream integration. As a percentage of revenues, selling, general and administrative expense was 23.2% in 2015 compared to 23.7% in2014. Depreciation expense of $141.5 decreased $1.4 from the prior year, while amortization expense of $27.0 increased $2.3.

OperatingIncomeandAdjustedOperatingIncome(anon-GAAPmeasure)

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 andfuture periods, we provide the non-GAAP measures, Adjusted Operating Income and Adjusted Operating Margin (Adjusted Operating Income divided by TotalRevenues), in the table below. For the years ended December 31, 2016 , 2015 and 2014 , Adjusted Operating Income and Adjusted Operating Margin exclude thefollowing operating charges:

1. Depreciation of $8.6, $19.1 and $19.0 in 2016, 2015 and 2014, respectively, resulting from the fair value write-up of property and equipment acquiredfrom buw and Stream;

2. Transaction expenses of $3.2 in 2016 and $14.7 in 2014, associated with Convergys’ acquisition of buw and Stream. These expenses related to fees paidfor third-party consulting services;

3. Integration expenses of $3.3, $11.3 and $23.0 in 2016, 2015 and 2014, respectively, associated with Convergys’ integration of the acquired buw andStream operations. These expenses primarily related to fees for third-party consulting services and severance expense;

4. Amortization of acquired intangible assets of $28.1, $27.0 and $24.7 in 2016, 2015 and 2014, respectively;5. Net pension and other post-employment benefit charges (as discussed in Note 9 of the Notes to Consolidated Financial Statements) consisting of 2016 and

2014 non-cash pension settlement charges of $4.8 and $4.6, respectively;6. Gain of $1.6 in 2014 resulting from the settlement of a contingency related to a previous real estate sale.

Adjustments for these items are relevant in evaluating the overall performance of the business. Limitations associated with the use of these non-GAAP measuresinclude that these measures do not present all of the amounts associated with our results as determined in accordance with GAAP. Management compensates forthis limitation by using both the non-GAAP measures and the GAAP measures in its evaluation of performance. These non-GAAP measures should be consideredsupplemental in nature and should not be construed as being more important than comparable GAAP measures.

2016 2015% Change

16 vs. 15 2014% Change

15 vs. 14

Operating Income $204.9 $194.4 5 $150.8 29

OperatingMargin 7.0% 6.6% 5.3%Depreciation of property & equipment write-up 8.6 19.1 (55) 19.0 1Transaction related expenses 3.2 — 100 14.7 (100)Integration related expenses 3.3 11.3 (71) 23.0 (51)Amortization of acquired intangible assets 28.1 27.0 4 24.7 9Net pension and other post employment benefit plan charges 4.8 — 100 4.6 (100)Asset impairments and other — — — (1.6) (100)

Adjusted Operating Income (a non-GAAP measure) $252.9 $251.8 — $235.2 7

AdjustedOperatingMargin 8.7% 8.5% 8.2%

2016vs.2015Consolidated operating income was $204.9 in 2016 compared to operating income of $194.4 in 2015. Excluding the impacts of the operating charges discussedabove, consolidated adjusted operating income for 2016 was $252.9 compared to $251.8 in 2015.

2015vs.2014Consolidated operating income was $194.4 in 2015 compared to operating income of $150.8 in 2014. Excluding the impacts of the operating charges discussedabove, consolidated adjusted operating income for 2015 was $251.8 compared to $235.2 in 2014. The increase from prior year is primarily due to the inclusion oftwo additional months of Stream results during 2015, in addition to synergies realized from the integration of Stream, partially offset by increased expense in 2015for certain information technology infrastructure initiatives and additional investment in data privacy and security.

Non-OperatingItems

2016 2015% Change

16 vs. 15 2014% Change

15 vs. 14

Operating Income $204.9 $194.4 5 $150.8 29Other (expense) income, net (0.9) 0.8 NM (2.2) NMInterest expense (18.1) (18.2) (1) (19.3) (6)

Income before Income Taxes $185.9 $177.0 5 $129.3 37

2016vs.2015Other expense was $0.9 in 2016 compared to other income of $0.8 in 2015. This difference was primarily due to changes in foreign exchange gains and losses.

2015vs.2014Other income was $0.8 in 2015 compared to other expense of $2.2 in 2014. The change was primarily due to foreign exchange gains in 2015 compared to losses in2014. Interest expense decreased by $1.1 compared to the prior year due to a lower level of average debt outstanding during 2015.

IncomeTaxes

2016 2015% Change

16 vs. 15 2014% Change

15 vs. 14

Income before Income Taxes $185.9 $177.0 5 $129.3 37Income tax expense 52.9 8.6 NM 12.8 (33)Income from Continuing Operations,net of tax $133.0 $168.4 (21) $116.5 45

2016vs.2015Our 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 was primarilyimpacted 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 that provide the Company with increased flexibility to manage its strategic priorities, as well as a shift in geographic mix of worldwide income.The effective tax rate in the prior year was impacted by a $22.4 benefit resulting from a favorable resolution of certain tax audits and the expiration of statutes oflimitations for previously uncertain tax positions.

2015vs.2014Our effective tax rate on net income from continuing operations was 4.9% in 2015 compared to 9.9% in 2014. The lower effective tax rate in 2015 is primarily dueto a shift in geographic mix of worldwide income and certain discrete items in 2015, including a $22.4 benefit resulting from favorable resolution of certain taxaudits and the expiration of statutes of limitations for previously uncertain tax positions. The effective tax rate in the prior year was impacted by a shift in thegeographic mix of worldwide income, as well as a $6.0 benefit resulting from an adjustment to the deferred tax liability previously accrued for the anticipatedrepatriation of non-U.S. earnings. This adjustment was recorded based on a revised estimate as of December 31, 2014 as we undertook various taxable transactionsto repatriate certain non-U.S. earnings.

NetIncomefromContinuingOperations;EarningsperDilutedSharefromContinuingOperations;AdjustedNetIncomefromContinuingOperations(anon-GAAPmeasure);AdjustedEarningsperDilutedSharefromContinuingOperations(anon-GAAPmeasure)

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

1. 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 that 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 benefits of $1.8 and $6.0 in 2015 and 2014,respectively, to record the deferred tax liability associated with a change in classification for a portion of the undistributed earnings of the Company’sforeign subsidiaries;

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

3. Tax expense of $0.4 in 2014, resulting from changes in the state tax rate applicable to the Company’s deferred tax assets and liabilities. This change inrate resulted from the combination of the Convergys and Stream operations.

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 assessthe 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 measuresinclude that these measures do not present all of the amounts associated with our results as determined in accordance with GAAP. Management compensates forthese limitations by using the non-GAAP measures, income from continuing operations, net of tax and diluted earnings per share excluding these items, and theGAAP measures, income from continuing operations, net of tax and diluted earnings per share, in its evaluation of performance. These non-GAAP measuresshould be considered supplemental in nature and should not be construed as being more important than comparable GAAP measures.

2016 2015% Change

16 vs. 15 2014% Change

15 vs. 14

Income from Continuing Operations, net of tax $133.0 $168.4 (21) $116.5 45Total operating charges from above 48.0 57.4 (16) 84.4 (32)Income tax impact from total operating charges (14.0) (16.6) (16) (26.0) (36)Tax provision (benefit) related to unremitted non-U.S. earnings 21.6 (1.8) NM (6.0) (70)Release of uncertain tax positions — (22.4) (100) — 100Adjustment for state tax rate changes — — — 0.4 (100)

Adjusted income from Continuing Operations, net of tax (a non-GAAP measure) $188.6 $185.0 2 $169.3 9

Diluted Earnings per Common Share:

Continuing Operations $1.30 $1.60 (19) $1.10 45Impact of net charges above included in Continuing Operations,net of tax 0.54 0.16 NM 0.50 (68)

Adjusted diluted earnings per common share from ContinuingOperations (a non-GAAP measure) $1.84 $1.76 5 $1.60 10

2016vs.2015Income 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 for2016 was $1.30 compared to $1.60 in 2015. Excluding the operating 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.

2015vs.2014Income from continuing operations net of tax for 2015 was $168.4 compared to $116.5 in 2014, while income from continuing operations per diluted share for2015 was $1.60 compared to $1.10 in 2014. Excluding the operating charges and discrete tax items discussed above, adjusted income from continuing operations,net of tax for 2015 was $185.0, or $1.76 per diluted share, compared to $169.3, or $1.60 per diluted share for 2014.

ResultsofDiscontinuedOperations,ResultsofDiscontinuedOperationsperDilutedShare,NetIncomeandNetIncomeperDilutedShare

2016 2015% Change

16 vs. 15 2014% Change

15 vs. 14

Income from Continuing Operations, net of tax $133.0 $168.4 (21) $116.5 45Income from Discontinued Operations, net of benefit of $9.2, $0.4and $3.2 10.0 0.6 NM 3.5 (83)

Net Income $143.0 $169.0 (15) $120.0 41

Diluted Earnings Per Common Share:

Continuing Operations $1.30 $1.60 (19) $1.10 45Discontinued Operations 0.10 0.01 NM 0.03 (67)

Net Diluted Earnings Per Common Share $1.40 $1.61 (13) $1.13 42

2016vs.2015Full 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 the prior year. Activity in bothperiods related to the settlement or adjustment of certain contingencies and tax positions related to the sale of the Information Management business. Dilutedincome 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.

2015vs.2014

Full year results from discontinued operations include a gain of $0.6, net of tax, in 2015 compared to a gain of $3.5, net of tax, in the prior year. Activity in bothperiods related to the settlement or adjustment of certain contingencies and tax positions related to the sale of the Information Management business. Dilutedincome from discontinued operations, net of tax, per share for 2015 and 2014 was $0.01 and $0.03, respectively.

Including the results of discontinued operations, net income and diluted earnings per share were $169.0 and $1.61, respectively, in 2015 compared to$120.0 and $1.13, respectively, in 2014.

EBITDAandAdjustedEBITDA(non-GAAPmeasures)

Management uses EBITDA, EBITDA margin (EBITDA divided by Total Revenues), Adjusted EBITDA, Adjusted EBITDA margin (Adjusted EBITDA dividedby Total Revenues) and the GAAP measure, income from continuing operations, net of tax, to monitor and evaluate the underlying performance of the business andbelieves the presentation of these measures enhances investors’ ability to analyze trends in the business and evaluate our underlying performance relative to othercompanies in the industry. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for income from continuing operations, net oftax, or other income statement data prepared in accordance with GAAP, and our presentation of EBITDA and adjusted EBITDA may not be comparable tosimilarly-titled measures used by other companies. These non-GAAP measures should be considered supplemental in nature and should not be construed as beingmore important than comparable GAAP measures.

2016 2015 2014

Income from Continuing Operations, net of tax $133.0 $168.4 $116.5Depreciation and Amortization 150.3 168.5 167.6Interest expense 18.1 18.2 19.3Income tax expense 52.9 8.6 12.8

EBITDA (a non-GAAP measure) 354.3 363.7 316.2Asset impairments and other — — (1.6)Transaction related expenses 3.2 — 14.7Integration related expenses 3.3 11.3 23.0Net pension and other post employment benefit plan charges 4.8 — 4.6

Adjusted EBITDA (a non-GAAP measure) $365.6 $375.0 $356.9EBITDAMargin 12.2% 12.3% 11.1%AdjustedEBITDAMargin 12.5% 12.7% 12.5%

RESTRUCTURING CHARGES

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

2016RestructuringDuring 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 asheadcount reductions resulting from certain client program completions. The 2016 actions impacted approximately 760 employees. The severance expense isincluded in Restructuring charges on the Consolidated Statements of Income and is expected to be substantially paid in cash by June 30, 2017. The total remainingliability 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.

2015RestructuringDuring 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 asheadcount reductions resulting from certain client program completions. The 2015 actions impacted approximately 700 employees. These severance-relatedcharges were fully paid in cash by September 30, 2016. The total remaining liability under these severance-related actions, which is included in Payables and othercurrent liabilities on the Company’s Consolidated Balance Sheet, was $4.1 as of December 31, 2015.

During 2015, the Company also recorded restructuring expenses of $0.4 related to the integration of Stream. These severance-related charges were included inRestructuring charges on the Consolidated Statements of Income and were fully paid in cash by March 31, 2016. The total remaining liability under theseseverance-related actions, which is included in Payables and other current liabilities on the Company’s Consolidated Balance Sheets, was $0.2 as of December 31,2015.

2014RestructuringDuring 2014, the Company recorded severance charges of $11.0 related to the elimination of certain redundant executive and non-executive positions as a resultof the Company’s integration of the Stream business. This severance activity impacted approximately 150 employees. These severance-related charges were fullypaid in cash by September 30, 2015.

During 2014, the Company also recorded a severance charge of $1.7 related to restructuring actions impacting approximately 400 employees. These actions wereinitiated to continue the Company’s efforts to refine its operating model and reduce costs. These severance-related charges were included in Restructuring chargeson the Consolidated Statements of Income and were fully paid in cash by December 31, 2015. SavingsfromRestructuringPlansThe 2015 and 2014 severance actions resulted in cost reductions of approximately $6 and $20, respectively, on an annualized basis. The impact of these benefits isspread across our operating expenses, primarily in the selling, general and administrative expense caption of our Consolidated Statements of Income. Theseverance actions also resulted in cash savings of approximately $6 and $17, respectively, on an annualized basis. The impact on liquidity was not material for anyof our restructuring plans. Savings associated with the 2016 severance actions were not material.

CLIENT CONCENTRATION

During 2016 , our three largest clients accounted for 35.1% of our consolidated revenues, compared to 35.8% and 38.2% in 2015 and 2014 , respectively. Ourlargest client, AT&T (including DIRECTV in all years), accounted for 20.5% of our consolidated revenues in 2016 compared to 21.3% and 23.7% in 2015 and2014 , respectively. No other client accounted for more than 10% of our consolidated revenues for 2016 , 2015 or 2014 . Volumes with these clients are earnedunder multiple contracts and are subject to variation based on, among other things, general economic conditions, client outsourcing trends and seasonal patterns inour clients’ businesses.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

LiquidityandCashFlowsWe believe that we have adequate liquidity from cash on hand and expected future cash flows to fund operations, invest in the business, make required debtpayments and pay dividends at the discretion of the Board of Directors for the next twelve months. We also believe that available borrowings under existing creditfacilities provide additional liquidity that can be used to invest in the business. As of December 31, 2016 , approximately 85% of our cash and short terminvestments balance of $151.2 was held in accounts outside of the United States, most of which would be subject to additional taxes if repatriated to the UnitedStates. Cash flows from operating activities generally provide us with a significant source of funding for our investing and financing activities. Cash flows for 2016 , 2015, and 2014 were as follows:

2016 2015 2014Net cash flows from operating activities Operating activities of continuing operations $305.4 $249.3 $261.0Net cash flows used in investing activities Investing activities of continuing operations ($225.7) ($108.4) ($850.5)Net cash flows (used in) provided by financing activities Financing activities of continuing operations ($145.6) ($135.1) $207.6 Cash flows from operating activities totaled $305.4 in 2016, compared to $249.3 in 2015 , and $261.0 in 2014 . 2016 was negatively impacted by $6.9 of paymentsfor transaction and integration related expenses compared to $13.3 in 2015 and $36.4 during 2014. Additionally, 2014 was negatively impacted by $27.4 of taxpayments related to the repatriation of cash from certain non-U.S. subsidiaries to the U.S. Excluding these items, cash flows provided by operating activities totaled$312.3, $262.6 and $324.8 for 2016, 2015 and 2014, respectively. The increase in cash flows from 2015 to 2016 was primarily a result of improved cash flow fromworking 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 theCompany’s U.S. cash balance pension plan during 2016 compared to $20.0 in 2015. The decrease in 2015 compared to 2014 primarily resulted from changes inworking capital accounts during 2015 along with a $20.0 contribution to the Company’s U.S. cash balance pension plan during 2015.

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’soperations, $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 ininvesting activities were $850.5 during 2014, which included cash outflows of $802.6 (net of cash acquired) for the purchase of Stream, $116.7 of capitalexpenditures and $7.2 for the purchase of short-term investments, partially offset by $75.9 in proceeds from the maturity of short-term investments and $0.1 inproceeds from disposition of assets. Cash flows used in financing activities were $145.6 during 2016 compared to cash flows used in financing activities of $135.1 in 2015 and cash flows provided byfinancing activities of $207.6 during 2014 . Activity in the current year included repayments of other long-term debt of $3.1 and net repayments of amounts drawnunder 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 in2015 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 therepurchase 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-basedpayment arrangements and $3.3 from the exercise of stock options. Activity during 2014 included $344.9 of net proceeds from the issuance of other long-term debtrelated to our Credit Agreement entered into in connection with the acquisition of Stream and repayments of other long-term debt of $107.1. Additionally, wereceived net proceeds from our Asset Securitization Facility of $40.0, repurchased 2.3 of the Company’s common shares for $45.4, paid $26.2 in cash dividendsand paid $2.0 of debt issuance costs. We also received $1.9 of excess tax benefits from share-based payment arrangements and $1.5 from the exercise of stockoptions.

As of December 31, 2016 , our credit ratings and outlook were as follows:

Long-Term Debt OutlookMoody’s Ba1 StableStandard 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 is not a recommendation tobuy, sell or hold Convergys securities and may be subject to revision or withdrawal by the rating agency at any time. Each rating should be evaluatedindependently of any other rating. FreeCashFlowandAdjustedFreeCashFlow(non-GAAPmeasures)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 flowas cash flows from operating activities less capital expenditures, and adjusted free cash flow as free cash flow less expenditures associated with investment activityto 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:

2016 2015 2014Net cash flow provided by operating activities under U.S. GAAP $305.4 $249.3 $261.0Capital expenditures, net of proceeds from disposal of assets (87.0) (109.2) (116.7)Free cash flow (a non-GAAP measure) $218.4 $140.1 $144.3Acquisition - cash paid for transaction and integration related expenses (A) 6.9 13.3 36.4Cash paid for taxes related to repatriation of non-U.S. cash to partially fund the Stream acquisition (A) — — 27.4Adjusted free cash flow (a non-GAAP measure) $225.3 $153.4 $208.1

(A) Payments associated with investment activity to expand our business (the buw and Stream acquisitions).

Adjusted free cash flow was $225.3 for 2016, compared to $153.4 and $208.1 for 2015 and 2014, respectively. The increase of $71.9 from the prior year isprimarily 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 in2016. The decrease of $54.7 from 2014 to 2015 primarily resulted from changes in working capital accounts during 2015 along with a $20.0 contribution to theCompany’s U.S. cash balance pension plan during 2015. 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 thecapital that is spent to continue and improve business operations, such as investment in the Company’s existing business. Further, free cash flow and adjusted freecash flow provide an indication of the ongoing cash that is available for debt repayment, returning capital to shareholders and other opportunities. We also believethe presentation of these measures enhances investors’ ability to analyze trends in the business and evaluate the Company’s underlying performance relative toother 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 residualcash flow available for discretionary expenditures as they do not incorporate certain cash payments, including payments made on capital lease obligations or cashpayments for business acquisitions. Management compensates for these limitations by utilizing the non-GAAP measures, free cash flow and adjusted free cashflow, and the GAAP measure, cash flows from operating activities, in its evaluation of performance.

CapitalResources,Off-BalanceSheetArrangementsandContractualCommitmentsAt 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 equityand $61.3 of temporary equity associated with the convertible debentures conversion feature. At December 31, 2015 , total capitalization was $1,678.4 , consistingof $339.3 of short-term and long-term debt and capital lease obligations, $1,276.2 of equity and $62.9 of temporary equity associated with the convertibledebentures conversion feature. The total debt-to-capital ratio at December 31, 2016 was 17.8% , compared to 20.2% at December 31, 2015 . This decrease isprimarily due to a decrease in total debt outstanding as a result of net repayments of amounts drawn under the Company’s asset securitization facility.

As of December 31, 2016, the Credit Agreement consisted of unsecured term loans (the Term Loan) in the initial aggregate amount of $350.0 , and an unsecuredrevolving credit facility (the Revolving Credit Facility) in the amount of $300.0 . The Company recorded the initial carrying amount of the Term Loan at $344.9 ,reflecting a discount of $5.1 resulting from fees paid directly to the lenders at issuance. The discount will be amortized over the life of the Term Loan using theeffective interest rate method ( 3.0% as of December 31, 2016), and is included in interest expense in the Consolidated Statements of Income. The Term Loan andthe Revolving Credit Facility were scheduled to mature on March 3, 2019, unless extended pursuant to the terms of the Credit Agreement. Outstanding amountswere subject to interest at the applicable rate described in the Credit Agreement. While amounts borrowed and repaid under the Revolving Credit Facility could bere-borrowed, amounts repaid under the Term Loan could not be borrowed again under the Credit Agreement. Total borrowing capacity remaining under theRevolving Credit Facility was $300.0 , with $215.0 outstanding principal on the Term Loan, as of December 31, 2016. The Credit Agreement contained certainaffirmative and negative covenants, as well as terms and conditions that are customary for credit facilities of this type, including financial covenants for leverageand interest coverage ratios. The Company was in compliance with all covenants at December 31, 2016.

Subsequent to December 31, 2016, on January 11, 2017 (the Effective Date), the Company entered into a new credit agreement (New Credit Agreement) andrepaid all amounts outstanding and terminated all commitments under the Credit Agreement using initial borrowings under the New Credit Agreement as well asborrowings under the Company’s asset securitization facility. The New Credit Agreement consists of a $215.0 unsecured term loan facility (New Term Loan),maturing on March 3, 2019, and a $300.0 unsecured revolving credit facility (New Revolving Credit Facility), maturing on January 11, 2022. On the EffectiveDate, the Company drew $100.0 in initial borrowings under the New Term Loan. The New Revolving Credit Facility may be extended, at the Company’s option,for two additional periods of one year, subject to the satisfaction of certain conditions set forth in the New Credit Agreement. Outstanding amounts will bearinterest at the applicable rate described in the New Credit Agreement.

During 2009, Convergys issued $125.0 aggregate principal amount of 5.75% Junior Subordinated Convertible Debentures due September 2029 (2029Convertible Debentures) in exchange for $122.5 of 4.875% Unsecured Senior Notes due December 15, 2009, pursuant to an exchange offer. The entire balanceof the 2029 Convertible Debentures remained outstanding and was convertible at the option of the holders as of December 31, 2016 and 2015.

During January 2017, the Company amended the terms of its asset securitization facility collateralized by accounts receivable of certain of the Company’ssubsidiaries. 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. Asof December 31, 2016, the asset securitization facility had a purchase limit of $150.0 expiring in January 2017 . During June 2015, the Company amended the assetsecuritization facility to include the receivables of certain of the Company’s Stream subsidiaries. The asset securitization program is conducted through ConvergysFunding Inc., a wholly-owned bankruptcy remote subsidiary of the Company. As of December 31, 2016 and 2015, Convergys had drawn $20.0 and $60.0 ,respectively, in available funding from qualified receivables. Amounts drawn under this facility have been classified as long-term debt within the ConsolidatedBalance Sheets.

During 2016 , we repurchased 2.7 of our common shares for $71.6 pursuant to a share repurchase authorization approved by the Company’s Board of Directors inAugust 2015, which increased the share repurchase authorization to $250.0. At December 31, 2016 , the Company had the authority to repurchase $143.1 ofoutstanding common shares under the Board’s August 2015 authorization. The timing and terms of any future transactions will depend on a number ofconsiderations including market conditions, our available liquidity and capital needs, and limits on share repurchases that may be applicable under the covenants inour Credit Agreement. The following summarizes our contractual obligations at December 31, 2016 , and the effect such obligations are expected to have on liquidity and cash flows in

future periods:

Contractual Obligations Total

LessThan

1 Year1-3

Years

After3

Years

Debt and capital lease obligations (1) $363.6 $1.8 $236.8 $125.0Debt interest (2) 104.3 12.9 28.2 63.2Operating leases (3) 383.2 97.0 183.1 103.1Pension contributions (4) 32.0 — — 32.0Unrecognized tax benefits (5) — — — —Total $883.1 $111.7 $448.1 $323.3

(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, 2016 interest rate of 1.9% on the Asset Securitization Facility and assumes the December 31, 2016 interest rate of 2.6% and minimum amortizationpayments on the Term Loan.

(3) See Note 11 of the Notes to Consolidated Financial Statements for further information.(4) Estimated Employee Retirement Income Security Act of 1974 (ERISA) funding requirements for 2017 and beyond assume a 6.75% return on assets and Bipartisan Budget Act of 2015

interest rates. Actual cash payments may vary based upon actual performance.(5) Unrecognized tax benefits of $20.8 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.

At December 31, 2016 , we had outstanding letters of credit and bond obligations of approximately $22.5 related to performance guarantees. We believe that anyguarantee obligation that may arise related to performance and payment guarantees of continuing operations will not be material. The Company also has futurepurchase commitments with telecommunications and transportation providers of $29.3 at December 31, 2016 .

During 2015 and 2016 , our Board of Directors declared the following dividends per common share, which were paid by the Company on the payment dates listedbelow:

Announcement Date Record Date Dividend Amount Payment DateFebruary 18, 2015 March 20, 2015 $0.07 April 3, 2015May 5, 2015 June 18, 2015 $0.08 July 2, 2015August 4, 2015 September 18, 2015 $0.08 October 2, 2015November 4, 2015 December 24, 2015 $0.08 January 8, 2016February 23, 2016 March 24, 2016 $0.08 April 8, 2016May 9, 2016 June 24, 2016 $0.09 July 8, 2016August 8, 2016 September 23, 2016 $0.09 October 7, 2016November 8, 2016 December 23, 2016 $0.09 January 6, 2017

On February 22, 2017 , the Company announced that its Board of Directors declared a quarterly cash dividend of $0.09 per common share to be paid on April 7,2017 to shareholders of record as of March 24, 2017 .

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 Boardapproval, and will depend on our future earnings, cash flow, financial condition, financial covenants and other relevant factors. We intend to continue to use cashdividends 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 lossarising from adverse changes in market rates and prices. Our risk management strategy includes the use of derivative instruments to reduce the effects on ouroperating results and cash flows from fluctuations caused by volatility in currency exchange rates. In using derivative financial instruments to hedge exposures tochanges in exchange rates, we expose ourselves to counterparty credit risk. We manage exposure to counterparty credit risk by entering into derivative financialinstruments with investment grade-rated institutions that can be expected to perform fully under the terms of the agreements and by diversifying the number offinancial institutions with which we enter into such agreements. InterestRateRiskAt December 31, 2016 , Convergys had $235.0 of variable rate debt outstanding under the Term Loan and Asset Securitization Facility, which exposes Convergysto changes in interest rates. Holding other variables constant, including the total amount of outstanding indebtedness, a one hundred basis point increase in interestrates on our variable-rate debt would cause an estimated increase in interest expense of approximately $2.4 per year. ForeignCurrencyExchangeRateRiskWhile most of our contracts are priced in U.S. dollars, we recognize a substantial amount of revenue under contracts that are denominated in Australian dollars,British pounds and euros. 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 thoserevenues 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 areprovided, which represents a foreign exchange exposure. Additionally, we have certain client contracts that are priced in Australian dollars, for which a substantialportion of the costs to deliver services are denominated in other currencies. As of December 31, 2016 , we have hedged a portion of our exposure related to theanticipated cash flow requirements denominated in certain foreign currencies by entering into hedging contracts with several financial institutions to acquire a totalof PHP 36,645.0 at a fixed price of $764.7 at various dates through December 2019 , INR 10,734.0 at a fixed price of $147.3 at various dates through June 2019and CAD 48.8 at a fixed price of $37.6 at various dates through December 2018 and COP 30,000.0 at a fixed price of $9.4 at various dates through December 2017. The fair value of these derivative instruments as of December 31, 2016 is presented in Note 13 of the Notes to Consolidated Financial Statements. The potential

loss in fair value at December 31, 2016 for such contracts resulting from a hypothetical 10% adverse change in the underlying foreign currency exchange rates isapproximately $91.8 . 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 hedgingcontracts that are not designated as hedges. The purpose of these derivative instruments is to protect the Company against foreign currency exposure pertaining toreceivables, payables and intercompany transactions that are denominated in currencies different from the functional currencies of the Company or the respectivesubsidiaries. As of December 31, 2016, the fair value of these derivatives not designated as hedges was a $2.0 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 aredisclosed in Note 2 of the Notes to Consolidated Financial Statements. The preparation of Financial Statements in accordance with accounting principles generallyaccepted in the United States requires us to make estimates and assumptions that affect reported amounts and related disclosures. On an ongoing basis, we evaluateour estimates and judgments in these areas based on historical experience and other relevant factors. Our estimates as of the date of the Financial Statements reflectour best judgment giving consideration to all currently available facts and circumstances. As such, these estimates may require adjustment in the future, asadditional 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 operatingresults. We have reviewed these critical accounting policies and estimates and related disclosures with the Audit Committee of our Board of Directors.

GoodwillThe Company has recorded on its Consolidated Balance Sheets goodwill of $916.9 and $830.3 at December 31, 2016 and 2015 , respectively. This increase in 2016was due to goodwill associated with the Company’s acquisition of buw, partially offset by foreign currency translation during the year. The Company testsgoodwill 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 mayno longer be recoverable. The Company’s reporting units are Customer Management - Agent Services and Customer Management - Customer Interaction Technology (CIT). Goodwill isallocated 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 retainsits 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 unitis available to support the value of goodwill allocated to the unit. For 2016 , the Company tested goodwill for the Customer Management – Agent Servicesreporting unit, which represents 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 (Step1). 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 tomeasure 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 impliedfair 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 ofthe 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 ofthe 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 impairmentcharge recognized cannot exceed the amount of goodwill allocated to a reporting unit and cannot be reversed subsequently even if the fair value of the reportingunit 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 isbased on revenue and earnings multiples for guideline public companies in the reporting unit’s peer group. The market approach requires judgment regarding theselection 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 thereporting unit. The income approach requires significant judgment including estimates about future cash flows and discount rates. The forecasted cash flows arebased 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 discountrate 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 abusiness 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 cashflows. 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, 2016 , indicated that the fair value of the Customer Management - Agent Services reportingunit was substantially in excess of its carrying value. However, future impairment charges could be required if a divestiture decision is made or other significanteconomic events occur with respect to the reporting unit. Subsequent to our October 1, 2016 annual impairment test, no indications of an impairment wereidentified.

OtherIntangibleAssetsAt December 31, 2016 , we had other intangible assets, net of amortization, with a carrying value of $307.6 , which consisted of $302.6 in customer relationshipsand $5.0 in tradenames. As amortizable intangible assets, the Company evaluates the intangible assets for recoverability on an annual basis or if events orcircumstances indicate a possible inability to recover their carrying amounts, by comparing estimates of undiscounted future cash flows to the carrying values ofthe related assets. Based on the results of testing, no impairment charges were recognized in 2016. PropertyandEquipmentThe cost of property, plant and equipment is depreciated by the straight-line method over the estimated useful lives of the assets. Buildings are generallydepreciated 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 aredepreciated 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 ofthe 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 undercaptial 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 Companyreviews property, plant and equipment asset groups for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may notbe recoverable. The Company monitors these changes and events on at least a quarterly basis. Examples of events or changes in circumstances could include, butare 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 usefullife. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of the property, plant andequipment asset groups, as well as specific appraisals in certain instances. Reviews occur at the lowest level for which identifiable cash flows are largelyindependent 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 thanthe 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 theestimated fair value. Various factors that the Company uses in determining the impact of these assessments include the expected useful lives of long-lived assetsand 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 expecteduse of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes inexpected 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 valueof these assets may require adjustment in future periods. IncomeTaxesThe provision for income taxes includes income taxes paid, currently payable or receivable, and those deferred. The Company recognizes deferred tax assets andliabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilitiesare 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. 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 allof 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 theevaluation of positive and negative evidence. This evidence includes historical pretax and taxable income, projected future taxable income, the expected timing ofthe reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on expected results andassumptions 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 taxlaw 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 forrecognition by determining whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, includingresolution 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% likelyof being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income taxexpense. Significant judgment is required in determining our liability for uncertain tax positions. The application of tax laws and regulations is subject to legal andfactual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes inlegislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or non-U.S. taxes may be significantly different from ourestimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. We believe that we make areasonable effort to ensure accuracy in our judgments and estimates. OtherWe have made certain other estimates that, while not involving the same degree of judgment, are important to understanding our financial statements. Theseestimates are in the areas of measuring our obligations related to our defined benefit plans and self-insurance accruals. 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 FinancialStatements.

Convergys Corporation 2016 Annual Report 8

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKThe information required by Item 7A is included in Item 7 of this Form 10-K. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATABeginning on page 36 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 2016 Annual Report 9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Convergys Corporation We have audited the accompanying consolidated balance sheets of Convergys Corporation as of December 31, 2016 and 2015, and the related consolidatedstatements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016 . Our auditsalso included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’smanagement. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basisfor our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Convergys Corporation atDecember 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2016, inconformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to thebasic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Convergys Corporation’s internalcontrol over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2017, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP Cincinnati, OhioFebruary 22, 2017

Convergys Corporation 2016 Annual Report 10

CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31,

(Amounts in millions except per share amounts) 2016 2015 2014

Revenues $2,913.6 $2,950.6 $2,855.5

Costs and Expenses: Cost of providing services and products sold (1) 1,865.9 1,877.5 1,814.5Selling, general and administrative 682.3 691.7 684.8Depreciation 122.2 141.5 142.9Amortization 28.1 27.0 24.7Restructuring charges 3.7 7.2 1.7Asset impairment charges and other — — (1.6)Transaction and integration costs 6.5 11.3 37.7

Total costs and expenses 2,708.7 2,756.2 2,704.7

Operating Income 204.9 194.4 150.8Other (expense) income, net (0.9) 0.8 (2.2)Interest expense (18.1) (18.2) (19.3)

Income before Income Taxes 185.9 177.0 129.3Income tax expense 52.9 8.6 12.8

Income from Continuing Operations, net of tax 133.0 168.4 116.5Income from Discontinued Operations, net of tax 10.0 0.6 3.5

Net Income $143.0 $169.0 $120.0

Basic Earnings per Common Share: Continuing Operations $1.39 $1.72 $1.16Discontinued Operations 0.10 0.01 0.03

Basic Earnings per Common Share $1.49 $1.73 $1.19

Diluted Earnings per Common Share: Continuing Operations $1.30 $1.60 $1.10Discontinued Operations 0.10 0.01 0.03

Diluted Earnings per Common Share $1.40 $1.61 $1.13

Weighted Average Common Shares Outstanding: Basic 95.8 98.1 100.7Diluted 102.5 104.7 106.2

Cash dividends declared per share $0.35 $0.31 $0.27 (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 2016 Annual Report 11

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31,

(In millions) 2016 2015 2014

Net Income $143.0 $169.0 $120.0

Other Comprehensive (Loss) Income, net of tax: Foreign currency translation adjustments (18.4) (37.1) (36.2)Change related to pension liability (net of tax (expense) benefit of $(3.5), $(3.2) and $8.6) 5.8 9.8 (15.2)Unrealized gain (loss) on hedging activities (net of reclassification adjustments and net of tax (expense)benefit of $(0.4), $4.9 and $(2.9)) 0.6 (7.8) 4.2

Total other comprehensive loss (12.0) (35.1) (47.2)

Total Comprehensive Income $131.0 $133.9 $72.8

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

Convergys Corporation 2016 Annual Report 12

CONSOLIDATED BALANCE SHEETS

At December 31,

(Amounts in millions) 2016 2015

ASSETS Current Assets:

Cash and cash equivalents $138.8 $204.7Short-term investments 12.4 12.2Receivables, net of allowances of $5.8 and $5.3 555.0 536.3Prepaid expenses 38.6 37.9Other current assets 40.0 32.2

Total current assets 784.8 823.3Property and equipment, net 304.1 329.1Goodwill 916.9 830.3Other intangibles, net 307.6 318.1Deferred income tax assets 17.7 14.6Other assets 40.7 41.2

Total Assets $2,371.8 $2,356.6

LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities:

Debt and capital lease obligations maturing within one year $1.8 $3.4Payables and other current liabilities 345.8 335.0

Total current liabilities 347.6 338.4Long-term debt and capital lease obligations 297.0 335.9Deferred income tax liabilities 197.8 176.0Accrued pension liabilities 80.3 92.1Other long-term liabilities 71.9 75.1

Total liabilities 994.6 1,017.5

Convertible debentures conversion feature 61.3 62.9

Shareholders’ Equity: Preferred shares—without par value, 5.0 authorized; none issued or outstanding — —Common shares—without par value, 500.0 authorized; 191.0 and 190.4 issued, 94.7 and 96.8 outstanding, as ofDecember 31, 2016 and December 31, 2015, respectively 1,110.0 1,095.5Treasury stock—96.3 shares in 2016 and 93.5 in 2015 (1,635.3) (1,563.7)Retained earnings 1,955.0 1,846.2Accumulated other comprehensive loss (113.8) (101.8)

Total shareholders’ equity 1,315.9 1,276.2

Total Liabilities and Shareholders’ Equity $2,371.8 $2,356.6 The accompanying notes are an integral part of the Consolidated Financial Statements.

Convergys Corporation 2016 Annual Report 13

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,

(Amounts in millions) 2016 2015 2014

CASH FLOWS FROM OPERATING ACTIVITIES Net income $143.0 $169.0 $120.0Income from discontinued operations, net of tax 10.0 0.6 3.5

Income from continuing operations, net of tax 133.0 168.4 116.5

Adjustments to reconcile net income from continuing operations to net cash provided by operatingactivities of continuing operations:

Depreciation and amortization 150.3 168.5 167.6Asset impairment charges and other — — (1.6)Deferred income tax expense (benefit) 9.9 4.6 (67.7)Stock compensation expense 17.4 15.7 8.4

Changes in assets and liabilities, net of acquisitions: Change in receivables 18.3 (34.6) (12.9)Change in other current assets (5.0) (9.9) 22.5Change in deferred charges, net 1.2 1.8 1.9Change in other assets and liabilities (14.3) (35.2) 15.8Change in payables and other current liabilities (5.4) (30.0) 10.5

Net cash provided by operating activities 305.4 249.3 261.0

CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (87.0) (109.2) (116.7)Proceeds from disposition of assets — — 0.1Purchase of short-term and other investments (0.8) — (7.2)Proceeds from maturity of short-term and other investments — 0.8 75.9Acquisitions, net of cash acquired (137.9) — (802.6)

Net cash used in investing activities (225.7) (108.4) (850.5)

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of other long-term debt — — 344.9Repayments of other long-term debt (term loan and capital lease obligations) (3.1) (57.5) (107.1)Proceeds from Asset Securitization Facility 961.0 822.0 514.0Repayment of Asset Securitization Facility (1,001.0) (802.0) (474.0)Repurchase of common shares (71.6) (72.5) (45.4)Proceeds from exercise of stock options 0.6 3.3 1.5Cash paid for debt issuance costs — — (2.0)Payments of dividends (32.7) (29.6) (26.2)Excess tax benefit from share-based payment arrangements 1.2 1.2 1.9

Net cash (used in) provided by financing activities (145.6) (135.1) 207.6

Net (decrease) increase in cash and cash equivalents (65.9) 5.8 (381.9)Cash and cash equivalents at beginning of period 204.7 198.9 580.8

Cash and cash equivalents at end of period $138.8 $204.7 $198.9

SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for interest $14.9 $15.0 $16.6

Income taxes paid, net $55.8 $42.8 $52.7

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

Convergys Corporation 2016 Annual Report 14

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Amounts in millions)

Numberof

CommonShares

CommonShares

TreasuryStock

RetainedEarnings

AccumulatedOther

ComprehensiveLoss Total

Balance at December 31, 2013 188.9 $1,074.4 ($1,445.6) $1,614.8 ($19.5) $1,224.1Issuance of common shares 0.9 — — — — —Treasury shares issued for share-based plans, net — 0.3 0.7 — — 1.0Tax related to share-basedarrangements, net of excess taxbenefits — (8.3) — — — (8.3)Proceeds from exercise of stockoptions — 1.5 — — — 1.5Repurchase of common shares — — (46.3) — — (46.3)Net income — — — 120.0 — 120.0Other comprehensive loss — — — — (47.2) (47.2)Cash dividends declared — — — (27.2) — (27.2)Amortization of stock-basedcompensation — 8.4 — — — 8.4Convertible notes conversionfeature — 1.2 — — — 1.2

Balance at December 31, 2014 189.8 1,077.5 (1,491.2) 1,707.6 (66.7) 1,227.2Issuance of common shares 0.6 — — — — —Tax related to share-basedarrangements, net of excess taxbenefits — (2.4) — — — (2.4)Proceeds from exercise of stockoptions — 3.3 — — — 3.3Repurchase of common shares — — (72.5) — — (72.5)Net income — — — 169.0 — 169.0Other comprehensive loss — — — — (35.1) (35.1)Cash dividends declared — — — (30.4) — (30.4)Amortization of stock-basedcompensation — 15.7 — — — 15.7Convertible notes conversionfeature — 1.4 — — — 1.4

Balance at December 31, 2015 190.4 1,095.5 (1,563.7) 1,846.2 (101.8) 1,276.2Issuance of common shares 0.6 — — — — —Tax related to share-basedarrangements, net of excess taxbenefits — (5.1) — — — (5.1)Proceeds from exercise of stockoptions — 0.6 — — — 0.6Repurchase of common shares — — (71.6) — — (71.6)Net income — — — 143.0 — 143.0Other comprehensive loss — — — — (12.0) (12.0)Cash dividends declared — — — (34.2) — (34.2)Amortization of stock-basedcompensation — 17.4 — — — 17.4Convertible notes conversionfeature — 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 The accompanying notes are an integral part of the Consolidated Financial Statements.

Convergys Corporation 2016 Annual Report 15

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, 2016 , Convergys had approximately 130,000 employees in 33 countries, interacting with our clients’ customers in 58 languages. In order to helpclients serve their customers, Convergys operates 149 contact centers. Convergys leverages its geographic footprint and comprehensive capabilities to helpleading companies create quality customer experiences across multiple interaction channels, such as voice, chat, email and interactive voice response.

2. SIGNIFICANT ACCOUNTING POLICIES

PrinciplesofConsolidationandBasisofPresentationThe accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ofAmerica 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. ReclassificationCertain prior year balances in the Consolidated Statements of Income and the Consolidated Balance Sheets have been reclassified to conform to the current yearpresentation. The reclassifications were not material to the Consolidated Financial Statements. See New Accounting Pronouncements below for further discussion. UseofEstimates,RisksandUncertaintiesThe preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect theamounts reported. These estimates include, but are not limited to, project completion dates, time and cost required to complete projects for purposes of revenuerecognition and future revenue, expense and cash flow estimates for purposes of impairment analysis and loss contract evaluation. Actual results could differ fromthose 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 foranticipated 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. ForeignCurrencyTranslationAssets 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 exchangerates for the related period. Translation adjustments are accumulated and reflected as adjustments to other comprehensive (loss) income, a component ofShareholders’ Equity, and included in net earnings only upon sale or liquidation of the underlying foreign subsidiary. Gains or losses resulting from foreignexchange transactions related to balance sheet positions are recorded in the Consolidated Statements of Income within Other (expense) income, net. RevenueRecognitionRevenues mostly consist of fees generated from outsourced services provided to the Company’s clients. More than 95% of the Company’s revenues are derivedfrom agent-related services. The Company typically recognizes these revenues as services are performed based on staffing hours or the number of contacts handledby service agents using contractual rates. The remaining revenues are derived from the sale of premise-based and hosted self-care and technology solutions andprovision of professional services. Revenues from the sale of these solutions and provision of services are typically recognized as services are provided over theduration 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 determinableand collection of the fee included in the arrangement is considered probable. When determining whether the fee is considered fixed and determinable and collectionis probable, the Company considers a number of factors including the creditworthiness of the client and the contractual payment terms. If a client is not consideredcreditworthy, recognition of all revenue under arrangements with that client is deferred until receipt of cash. If payment terms extend beyond what is consideredcustomary 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 andperformance metrics. These bonuses are recognized only after required measurement targets are met and the other criteria for recognition are satisfied. Stock-BasedCompensationThe Company accounts for stock-based payment transactions in which the Company receives employee services in exchange for equity instruments of theCompany. Stock-based compensation cost for restricted stock units and performance restricted stock units is measured based on the closing fair market value of theCompany’s common shares on the date of grant. Stock-based compensation cost for stock options is estimated at the grant date based on each option’s fair-value ascalculated by the Black-Scholes option-pricing model. 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 associatedwith its performance based restricted stock units over the requisite service period if it is probable that the performance conditions will be satisfied. The Companyrecognizes a benefit from stock-based compensation in equity if an incremental tax benefit is realized by following the ordering provisions of the tax law. Taxbenefits related to stock compensation expense are reported as financing cash flow and tax expenses are reported as operating cash flow. Further, the Companyapplies an estimated forfeiture rate to unvested awards when computing the stock compensation-related expenses. IncomeTaxesThe provision for income taxes includes taxes paid, currently payable or receivable, and those deferred. The Company recognizes deferred tax assets and liabilitiesbased 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 differencesare 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 allof 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 theevaluation 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 andassumptions 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 taxlaw 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 forrecognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, includingresolution 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% likelyof being realized upon ultimate settlement. The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income taxexpense. OtherComprehensiveIncome(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 indefiniteinvestments in non-U.S. operations. Accumulated other comprehensive income (loss) also includes, net of tax, actuarial gains or losses, prior service costs orcredits and transition assets and obligations that are not recognized currently as components of net periodic pension cost. ConcentrationofCreditRiskIn the normal course of business, the Company is exposed to credit risk. The principal concentrations of credit risk are cash and cash equivalents, short-terminvestments, accounts receivable and derivative instruments. The Company regularly monitors and reviews identified credit risk exposures. Historically, creditlosses on accounts receivable have not been material because of the large concentration of revenues with a small number of large, established companies. TheCompany does not require collateral or other security to support accounts receivable. The Company evaluates the creditworthiness of its clients in conjunction withits revenue recognition processes, as discussed above, as well as through its ongoing collectability assessment processes for accounts receivable. The Companymaintains 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. CashandCashEquivalentsCash and cash equivalents consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less. ReceivablesandAllowanceforDoubtfulAccountsTrade receivables are comprised primarily of amounts owed to the Company by clients and are presented net of an allowance for doubtful accounts of $5.8 and$5.3 at December 31, 2016 and 2015 , respectively. Contracts with individual clients determine when receivables are due, generally within 30 to 60 days, andwhether 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. TheCompany regularly reviews the adequacy of its allowance for doubtful accounts. The Company determines the allowance based on historical write-off experienceand current economic conditions and also considers factors such as customer credit, past transaction history with the customer and changes in customer paymentterms when determining whether the collection of a receivable is reasonably assured. Account balances are charged off against the allowance after all means ofcollection have been exhausted and the potential for recovery is considered remote. PropertyandEquipment 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 generallydepreciated 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 aredepreciated 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 ofthe 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 undercapital 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. Includedwithin Property and equipment is initial cost of $5.9 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 assetmay not be recoverable. The Company monitors these changes and events on at least a quarterly basis. Examples of events or changes in circumstances couldinclude, 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 ofcontinuing 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 previouslyestimated useful life. Recoverability is based upon projections of anticipated future undiscounted cash flows associated with the use and eventual disposal of theproperty and equipment asset groups, as well as specific appraisals in certain instances. Reviews occur at the lowest level for which identifiable cash flows arelargely 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 thanthe 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 theestimated fair value. Various factors that the Company uses in determining the impact of these assessments include the expected useful lives of long-lived assetsand 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 expecteduse of the assets, changes in technology or development of alternative assets, changes in economic conditions, changes in operating performance and changes inexpected future cash flows. Because judgment is involved in determining the fair value of property and equipment asset groups, there is risk that the carrying valueof these assets may require adjustment in future periods. InternalUseSoftwareThe Company capitalizes certain expenditures for software that is purchased or internally developed for use in the business. During 2016 , 2015 , and 2014 ,amounts capitalized for internally developed software were $3.7 , $14.2 and $4.9 , respectively. The increase in capitalized costs during 2015 was a result of certaininformation technology infrastructure initiatives. 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. BusinessCombinationsAccounting for acquisitions requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fairvalues. 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 assetsacquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisitiondate as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurementperiod, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with corresponding adjustmentsto 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 adiscussion of the buw acquisition.

GoodwillandOtherIntangiblesAs 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 haveoccurred 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 (Step1). 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 tomeasure 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 impliedfair 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 ofthe 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 ofthe 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 impairmentcharge recognized cannot exceed the amount of goodwill allocated to a reporting unit and cannot be reversed subsequently even if the fair value of the reportingunit 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 isbased on revenue and earnings multiples for guideline public companies in the reporting unit’s peer group. The market approach requires judgment regarding theselection of guideline companies. Under the income approach, value is dependent on the present value of net cash flows to be derived from ownership of thereporting 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 toseventeen years and are evaluated periodically if events or circumstances indicate a possible inability to recover their carrying amounts. PostemploymentBenefitsThe funded status of the Company’s pension and other postretirement benefit plans is recognized in the Consolidated Balance Sheets. The funded status ismeasured as the difference between the fair value of plan assets and the benefit obligation at December 31, the measurement date. For defined benefit pensionplans, the benefit obligation is the projected benefit obligation (PBO) and, for the other postretirement benefit plans, the benefit obligation is the accumulatedpostretirement benefit obligation (APBO). The PBO represents the actuarial present value of benefits expected to be paid upon retirement. For active plans, thepresent value reflects estimated future compensation levels. The APBO represents the actuarial present value of postretirement benefits attributed to employeeservices 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 ofparticipants. The measurement of the benefit obligation is based on the Company’s estimates and actuarial valuations. These valuations reflect the terms of theplans 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 mortalityrates. For additional information regarding plan assumptions and the current financial position of the Company’s pension and other postretirement plans, see Note9. The Company provides severance benefits to certain employees. The Company accrues the benefits when it becomes probable that such benefits will be paid andwhen sufficient information exists to make reasonable estimates of the amounts to be paid. GovernmentGrantsFrom time to time, the Company receives grants from local or state governments as an incentive to locate or retain operations in their jurisdictions. Depending onthe 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 torecord 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. DerivativeInstrumentsThe Company’s risk management strategy includes the use of derivative instruments to reduce the effects on its operating results and cash flows from fluctuationscaused by volatility in currency exchange and interest rates. The Company currently uses only cash flow hedges. These instruments are hedges of forecastedtransactions 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 contractsexpiring within 36 months as hedges of anticipated cash flows denominated in foreign currencies. These contracts are entered into to protect against the risk thatthe eventual cash flows resulting from such transactions will be adversely affected by changes in exchange rates. In using derivative financial instruments to hedgeexposures 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’sderivative financial instruments are based on quoted market prices of comparable instruments or, if none are available, on pricing models or formulas using currentassumptions. On the date the derivative contract is entered into, the Company determines whether the derivative contract qualifies for designation as a hedge. Forderivatives that are designated as hedges, the Company further designates the hedge as either a fair value or cash flow hedge; all currently existing hedges havebeen 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 acomponent of Other Comprehensive (Loss) Income and reclassified into earnings in the same line-item associated with the forecasted transaction and in the sameperiods 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 asfair 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 thefair 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 effectivehedge, 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 toprotect the Company against foreign currency exposure pertaining to receivables, payables and intercompany transactions that are denominated in currenciesdifferent from the functional currencies of the Company or the respective subsidiaries. The Company records changes in the fair value of these derivativeinstruments in the Consolidated Statements of Income within Other income, net.

InvestmentsManagement 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 (expense) income, net in the Consolidated Statements of Income. Thecost of securities sold is based upon the specific identification method. Interest and dividends on securities classified as trading is included in Other (expense)income, net.

FairValueMeasurementsThe Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair valuein 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 totransfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets andliabilities, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements orassumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

NewAccountingPronouncementsIn March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU is intended to simplify accounting for share-based payments. Upon adoption, this ASU will require that excess tax benefitsfor share-based payments be recorded as a reduction of income tax expense and reflected within operating cash flows rather than being recorded within equity andreflected within financing cash flows. This update is effective for interim and annual periods beginning after December 15, 2016. The Company is currentlyassessing the effect that adoption of the new standard will have on its consolidated financial statements.

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-useasset 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.This update is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. The Company is currently assessing theeffect that adoption of the new standard will have on its consolidated financial statements.

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 thebalance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. This ASU waseffective for interim and annual periods beginning after December 15, 2015 and was required to be applied retrospectively. The Company adopted this ASU as ofMarch 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 debtand 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 thecarrying amount of the Company’s long-term debt.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The standard will apply one comprehensive revenue recognition modelacross 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 orservices to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Once effective,this ASU will replace most of the existing revenue recognition requirements of U.S. GAAP. This update is effective for interim and annual reporting periodsbeginning after December 15, 2017. The Company is currently assessing the effect that adoption of the new standard will have on its consolidated financialstatements. The Company expects the largest impacts to result from the requirement to estimate variable consideration, such as performance related bonus andpenalty provisions. The Company currently anticipates that it will apply the modified retrospective adoption alternative for this standard, which would result in acumulative effect adjustment to retained earnings as of January 1, 2018.

3. BUSINESS COMBINATIONS

buwAcquisitionOn August 1, 2016, the Company acquired buw, a leader in the German customer care industry. The acquisition added 16 sites and approximately 6,000 employeesspread across Germany, Hungary and Romania into Convergys’ global operations. The total purchase price, net of cash acquired, was $137.9 , which was fundedusing available cash and cash equivalents. During 2016, the acquired buw operations contributed revenue of $63.2 and income before income taxes of $1.8 .

PreliminaryPurchasePriceAllocation

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

August 1, 2016

Assets:

Receivables $35.5Other current assets 2.6Property and equipment 6.9Goodwill 98.3Intangible assets 22.7Other assets 0.3

Liabilities: Accounts payable (0.8)Accrued expenses (15.1)Deferred tax - net (6.7)Other long-term liabilities (5.8)

Total purchase price $137.9

As of December 31, 2016 , the purchase price allocation for the acquisition was preliminary and subject to completion. Adjustments to the current fair value

estimates in the above table may occur as the process conducted for various valuations and assessments is finalized. Goodwill is calculated as the excess of theconsideration transferred over the net assets recognized and represents the synergistic benefits that are expected to be realized from the acquisition. The benefitsprimarily include an expanded geographic footprint in Germany and Eastern Europe. None of the goodwill is expected to be deductible for income tax purposesand was entirely allocated to the Customer Management - Agent Services reporting unit.

IntangibleAssetsIdentified

The following details the total intangible assets identified:

LifeIntangible asset type Value (years)

Customer relationship $22.0 10Trade 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 beingdiscounted at a rate of 13.2% . The customer relationship intangible asset represents relationships between buw and its customers. Convergys applied the incomeapproach through a relief-from-royalty analysis to determine the preliminary fair value of the buw trade name asset. The determination of the useful lives wasbased upon consideration of market participant assumptions and transaction specific factors.

StreamAcquisitionOn March 3, 2014, Convergys completed its acquisition of SGS Holdings, Inc. (Stream), a global customer management leader, providing technical support,customer care and sales, for Fortune 1000 companies. This acquisition expanded the Company’s geographic footprint and capabilities and added approximately40,000 employees in 22 countries. Stream’s complementary client portfolio further diversified Convergys’ client base through the addition of leading technology,communications and other clients.

4. DIVESTITURES AND DISCONTINUED OPERATIONS

InformationManagementOn May 16, 2012, the Company completed the sale of its Information Management line of business to NEC Corporation. During the periods presented, theCompany recorded additional gains as certain contingencies and tax positions related to Information Management were settled or adjusted. The results of the Information Management business have been classified as discontinued operations for all periods presented. During 2014, the Company earned $8.2 in revenue under transition services agreements. All transition services agreements expired by June 30, 2014, and the Company has substantially eliminatedthe related costs. Summarized operating results of the Information Management business are as follows:

Year Ended December 31,

2016 2015 2014Gain on disposition $0.8 $0.2 $0.3Income before income taxes 0.8 0.2 0.3Income tax benefit:

Benefit related to gain on disposition 9.2 0.4 3.2Income from discontinued operations, net of tax $10.0 $0.6 $3.5

5. EARNINGS PER SHARE AND SHAREHOLDERS’ EQUITY

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

ContinuingOperations

DiscontinuedOperations Total

Shares (in millions) SharesNet

Income

PerShare

AmountNet

Income

PerShare

Amount

PerShare

Amount2016: Basic EPS 95.8 $133.0 $1.39 $10.0 $0.10 $1.49Effect of dilutive securities:

Stock-based compensationarrangements 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 $1.73Effect of dilutive securities:

Stock-based compensationarrangements 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

2014: Basic EPS 100.7 $116.5 $1.16 $3.5 $0.03 $1.19Effect of dilutive securities:

Stock-based compensationarrangements 1.0 — (0.02) — — (0.02)Convertible Debt 4.5 — (0.04) — — (0.04)

Diluted EPS 106.2 $116.5 $1.10 $3.5 $0.03 $1.13 The diluted EPS calculation excludes 0.3 and 0.3 of performance-based restricted stock units granted in 2016 and 2015 , respectively, as performance criteria havenot 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.

As described more fully in Note 7, during 2009, the Company issued approximately $125.0 aggregate principal amount of 5.75% Junior Subordinated ConvertibleDebentures due 2029 (2029 Convertible Debentures). The 2029 Convertible Debentures were convertible, subject to certain conditions, into shares of theCompany’s common stock at an initial implied conversion price of approximately $12.07 per share, or eighty-two and eighty-two hundredths shares per onethousand dollars in principal amount of debentures. The conversion rate is subject to adjustment for certain events outlined in the indenture governing the 2029Convertible Debentures (the Indenture), including payment of dividends. As of December 31, 2016 , the implied conversion price for the 2029 ConvertibleDebentures was approximately $11.35 per share, or eighty-eight and one tenth shares per one thousand dollars in principal amount of debentures. Shareholders’EquityThe Company repurchased 2.7 of its common shares during the year ended December 31, 2016 at an average price of $26.48 per share for a total of $71.6 . TheCompany repurchased 3.1 of its common shares during the year ended December 31, 2015 . Below is a summary of the Company’s share repurchases during 2016 ,2015 and 2014 :

Shares Cost2016 2.7 $71.62015 3.1 $72.52014 2.3 $46.3 At December 31, 2016 , the Company had the authority to repurchase $143.1 of outstanding common shares pursuant to the Board of Directors’ August 2015authorization to increase the remaining authorized share repurchases to $250.0 in the aggregate. The timing and terms of any future transactions will depend on anumber of considerations including market conditions, our available liquidity and capital needs, and limits on share repurchases that may be applicable under thecovenants in our Credit Agreement.

PreferredSharesThe Company is authorized to issue up to 4.0 voting preferred shares, and 1.0 nonvoting preferred shares. At December 31, 2016 and 2015 , there were nopreferred shares issued or outstanding.

DividendsDuring 2015 and 2016 , the Company’s Board of Directors declared the following dividends per common share, which were paid by the Company on the paymentdates listed below:

Announcement Date Record Date Dividend Amount Payment DateFebruary 18, 2015 March 20, 2015 $0.07 April 3, 2015May 5, 2015 June 18, 2015 $0.08 July 2, 2015August 4, 2015 September 18, 2015 $0.08 October 2, 2015November 4, 2015 December 24, 2015 $0.08 January 8, 2016February 23, 2016 March 24, 2016 $0.08 April 8, 2016May 9, 2016 June 24, 2016 $0.09 July 8, 2016August 8, 2016 September 23, 2016 $0.09 October 7, 2016November 8, 2016 December 23, 2016 $0.09 January 6, 2017

On February 22, 2017 , the Company announced that its Board of Directors declared a quarterly cash dividend of $0.09 per common share to be paid on April 7,2017 to shareholders of record as of March 24, 2017 .

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 Boardapproval, 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

GoodwillThe Company tests goodwill for impairment annually as of October 1 and at other times if events have occurred or circumstances exist that indicate the carryingvalue of goodwill may no longer be recoverable. Goodwill impairment testing is performed at the reporting unit level, one level below the business segment. TheCompany’s reporting units are Customer Management - Agent Services and Customer Management - Customer Interaction Technology (CIT). As of December 31,2016 and 2015, all goodwill was held by the Customer Management - Agent Services reporting unit. During 2012, the Company recorded a $46.0 charge, fully

impairing the goodwill balance on the CIT reporting unit.

The most recent annual impairment test performed as of October 1, 2016 , indicated that the fair value of the Customer Management - Agent Services reportingunit was substantially in excess of its carrying value. However, impairment charges could be required if a divestiture decision is made or other significant economicevents occur with respect to the reporting unit. Subsequent to our October 1, 2016 annual impairment test, no indications of an impairment were identified. Below is a progression of goodwill for 2016 and 2015 :

Balance at December 31, 2014 $850.7

Foreign currency and other (20.4)Balance at December 31, 2015 $830.3

buw acquisition 98.3Foreign currency and other (11.7)

Balance at December 31, 2016 $916.9 OtherIntangibleAssetsThe Company’s other intangible assets, primarily acquired through business combinations, are evaluated periodically if events or circumstances indicate a possibleinability to recover their carrying amounts. No impairment charges were recognized in any period presented. As of December 31, 2016 and 2015 , the Company’sother intangible assets consisted of the following:

2016

GrossCarryingAmount

AccumulatedAmortization Net

Customer relationships and other intangibles $474.0 ($171.4) $302.6Trademarks 26.5 (21.5) 5.0Software (classified within Property and equipment, net) 41.3 (41.3) —Total $541.8 ($234.2) $307.6

2015 Customer relationships and other intangibles $458.1 ($148.7) $309.4Trademarks 26.0 (17.3) 8.7Software (classified within Property and equipment, net) 41.3 (38.5) 2.8Total $525.4 ($204.5) $320.9 The intangible assets are being amortized using the following amortizable lives: 8 to 10 years for software, 1 to 4 years for trademarks and 1 to 17 years forcustomer relationships and other intangibles. The remaining weighted average amortization period for customer relationships and other intangibles isapproximately 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 $28.1 , $27.0 and $24.7 for the years ended December 31, 2016 , 2015 and 2014 , respectively, and the related estimatedexpense for the five subsequent fiscal years is as follows:

For the year ended 2017 $30.0For the year ended 2018 24.6For the year ended 2019 24.6For the year ended 2020 24.0For the year ended 2021 22.1Thereafter 182.3

7. DEBT AND CAPITAL LEASE OBLIGATIONS

As of December 31, 2016 and 2015, debt and capital lease obligations consisted of the following:

At December 31,

2016 2015

Term Loan, due 2019 $212.9 $212.0Convertible Debentures, due 2029 63.7 62.1Capital Lease Obligations 3.6 6.7Accounts Receivable Securitization 20.0 60.0Total debt 300.2 340.8

Less debt issuance costs 1.4 1.5Total debt, net 298.8 339.3

Less current maturities 1.8 3.4

Long-term debt $297.0 $335.9

Weighted average effective interest rates: Term Loan, due 2019 3.0% 2.6%

Accounts Receivable Securitization 1.7% 1.3%Convertible Debentures, due 2029 7.0% 6.9% CreditFacilityOn February 28, 2014, the Company entered into a credit agreement establishing an unsecured credit facility in the aggregate amount of $650.0 (CreditAgreement). The Credit Agreement consisted of unsecured term loans (Term Loan) in the initial aggregate amount of $350.0 , and an unsecured revolving creditfacility (Revolving Credit Facility) in the amount of $300.0 . The Company recorded the initial carrying amount of the Term Loan at $344.9 , reflecting a discountof $5.1 resulting from fees paid directly to the lenders at issuance. The discount will be amortized over the life of the Term Loan using the effective interest ratemethod ( 3.0% as of December 31, 2016), and is included in interest expense in the Consolidated Statements of Income. The Term Loan and the Revolving CreditFacility were scheduled to mature on March 3, 2019 , unless extended pursuant to the terms of the Credit Agreement. Outstanding amounts were subject to interestat the applicable rate described in the Credit Agreement. While amounts borrowed and repaid under the Revolving Credit Facility could be re-borrowed, amountsrepaid under the Term Loan could not be borrowed again under the Credit Agreement. Total borrowing capacity remaining under the Revolving Credit Facilitywas $300.0 , with $215.0 outstanding principal on the Term Loan, as of December 31, 2016.

Subsequent to December 31, 2016, on January 11, 2017 (the Effective Date), the Company entered into a new credit agreement (New Credit Agreement) andrepaid all amounts outstanding and terminated all commitments under the Credit Agreement using initial borrowings under the New Credit Agreement as well asborrowings under the Company’s asset securitization facility. The New Credit Agreement consists of a $215.0 unsecured term loan facility (New Term Loan),maturing on March 3, 2019 , and a $300.0 unsecured revolving credit facility (New Revolving Credit Facility), maturing on January 11, 2022 . On the EffectiveDate, the Company drew $100.0 in initial borrowings under the New Term Loan. The New Revolving Credit Facility may be extended, at the Company’s option,for two additional periods of one year, subject to the satisfaction of certain conditions set forth in the New Credit Agreement. Outstanding amounts will bearinterest at the applicable rate described in the New Credit Agreement.

The Credit Agreement and the New Credit Agreement contain substantially similar affirmative and negative covenants, as well as terms and conditions that arecustomary for credit facilities of this type, including financial covenants for leverage and interest coverage ratios. The Company’s interest coverage ratio cannot beless than 4.00 to 1.00 as determined as of the most recently ended period of four consecutive fiscal quarters. The Company’s net leverage ratio cannot be greaterthan 3.00 to 1.00 at any time on or after the effective date of the Credit Agreement. In the event of default, the lenders may terminate the commitments and declarethe amounts outstanding, and all accrued interest, fees and other obligations, immediately due and payable. The Company was in compliance with all covenants atDecember 31, 2016 .

ConvertibleDebenturesDuring 2009, Convergys issued $125.0 aggregate principal amount of 5.75% Junior Subordinated Convertible Debentures due September 2029 (2029Convertible Debentures) in exchange for $122.5 of 4.875% Unsecured Senior Notes due December 15, 2009, pursuant to an exchange offer. At the date ofissuance, the Company recognized the liability component of the 2029 Convertible Debenture at its fair value of $56.3 . The liability component was recognized asthe 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 atissuance, was recognized as the difference between the proceeds from the issuance of the debentures and the fair value of the liability component, after adjustingfor 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 thatdoes not have a conversion feature. Therefore, the valuation of the debt component, using the income approach, resulted in a debt discount. The debt discount isbeing amortized over the life of a similar debt instrument without a conversion feature, which the Company determined to equal the contractual maturity of the2029 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 payadditional interest if the trading price of the 2029 Convertible Debentures exceeds a specified threshold at specified times, commencing on September 15, 2019, asoutlined 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 ConvertibleDebentures during the periods specified in the Indenture. The fair value of this embedded derivative was not significant at December 31, 2016 or 2015.

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 redeemfor 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 sharesare satisfied. The holders of the 2029 Convertible Debentures have the option to require redemption at par value plus accrued but unpaid interest upon theoccurrence 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 followingcircumstances: (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 notconsecutive) 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% ofthe applicable conversion price (currently $14.76 ) for the 2029 Convertible Debentures on each applicable trading day (hereinafter referred to as the Sales PriceCondition); (2) during the five business day period immediately following any five consecutive trading day period (the Measurement Period) in which, asdetermined following a request by a holder of 2029 Convertible Debentures as provided in the Indenture, the trading price per $1,000 principal amount of 2029Convertible 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’scommon 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 ofthe 2029 Convertible Debentures; or (4) upon the occurrence of specified corporate events pursuant to the terms of the Indenture. Upon conversion, the Companywill 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, commonshares 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 theCompany’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 ofapproximately $12.07 per share, or eighty-two and eighty-two hundredths shares per one thousand dollars in principal amount of debentures. As of December31, 2016, the implied conversion price for the 2029 Convertible Debentures was approximately $11.35 per share, or eighty-eight and one tenth shares per onethousand dollars in principal amount of debentures. The conversion rate is subject to adjustment for certain events outlined in the Indenture, including payment ofdividends.

As of December 31, 2016 and December 31, 2015, the 2029 Convertible Debentures were convertible at the option of the holders. This conversion right wastriggered upon satisfaction of the Sales Price Condition (the closing price of the Company’s common shares was greater than or equal to $14.76 , 130% of theconversion price of the 2029 Convertible Debentures at December 31, 2016, for at least 20 of the 30 consecutive trading days ending on December 31, 2016). Asa result, the equity component of the 2029 Convertible Debentures equal to $61.3 (the difference between the par value and carrying value of the 2029

Convertible Debentures at December 30, 2016) has been classified as temporary equity within the December 31, 2016 Consolidated Balance Sheet since thisamount was considered redeemable. The Company will reassess the convertibility of the 2029 Convertible Debentures and the related balance sheet classificationon 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, 2016, the fair value of the $125.0 aggregate principal amount of the Company’s 2029 Convertible Debentures is $280.3 .

AssetSecuritizationFacilityDuring January 2017, the Company amended the terms of its asset securitization facility collateralized by accounts receivable of certain of the Company’ssubsidiaries. 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. Asof December 31, 2016, the asset securitization facility had a purchase limit of $150.0 expiring in January 2017 . During June 2015, the Company amended the assetsecuritization facility to include the receivables of certain of the Company’s Stream subsidiaries. The asset securitization program is conducted through ConvergysFunding Inc., a wholly-owned bankruptcy remote subsidiary of the Company. As of December 31, 2016 and 2015, Convergys had drawn $20.0 and $60.0 ,respectively, in available funding from qualified receivables. Amounts drawn under this facility have been classified as long-term debt within the ConsolidatedBalance Sheets, based on the Company’s ability and intent to refinance on a long-term basis as of December 31, 2016 .

At December 31, 2016 , future minimum payments of the Company’s debt and capital lease arrangements (exclusive of any debt discounts) are as follows:

2017 $ 1.82018 0.82019 235.62020 0.42021 —Thereafter 125.0Total $ 363.6

8. RESTRUCTURING

2016RestructuringDuring 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 asheadcount reductions resulting from certain client program completions. The 2016 actions impacted approximately 760 employees. The severance expense isincluded in Restructuring charges on the Consolidated Statements of Income and is expected to be substantially paid in cash by June 30, 2017. The total remainingliability 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.

2015RestructuringDuring 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 asheadcount reductions resulting from certain client program completions. The 2015 actions impacted approximately 700 employees. These severance-relatedcharges were fully paid in cash by September 30, 2016. The total remaining liability under these severance-related actions, which is included in Payables and othercurrent liabilities on the Company’s Consolidated Balance Sheet, was $4.1 as of December 31, 2015.

During 2015, the Company also recorded restructuring expenses of $0.4 related to the integration of Stream. These severance-related charges were included inRestructuring charges on the Consolidated Statements of Income and were fully paid in cash by March 31, 2016. The total remaining liability under theseseverance-related actions, which is included in Payables and other current liabilities on the Company’s Consolidated Balance Sheets, was $0.2 as of December 31,2015.

2014RestructuringDuring 2014, the Company recorded severance charges of $11.0 related to the elimination of certain redundant executive and non-executive positions as a resultof the Company’s integration of the Stream business. This severance activity impacted approximately 150 employees. These severance-related charges were fullypaid in cash by September 30, 2015.

During 2014, the Company also recorded a severance charge of $1.7 related to restructuring actions impacting approximately 400 employees. These actions wereinitiated to continue the Company’s efforts to refine its operating model and reduce costs. These severance-related charges were included in Restructuring chargeson the Consolidated Statements of Income and were fully paid in cash by December 31, 2015.

9. EMPLOYEE BENEFIT PLANS

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

2016 2015 2014

Service cost $6.5 $7.5 $7.1Interest cost on projected benefit obligation 8.6 10.5 10.5Expected return on plan assets (10.0) (10.2) (9.2)Amortization and deferrals—net 6.6 10.4 8.1Settlement charge 4.8 — 4.6Total pension cost $16.5 $18.2 $21.1Other comprehensive income (loss) $11.1 $14.5 ($23.4) During 2016 and 2014, the Company recognized non-cash pension settlement charges of $4.8 and $4.6 , respectively, resulting from a high volume of lump sumdistributions. No such charge was recognized during 2015.

The reconciliation of the defined benefit plans’ projected benefit obligation and the fair value of plan assets for the years ended December 31, 2016 and 2015 are asfollows:

At December 31,

2016 2015Change in benefit obligation:

Benefit obligation at beginning of year $242.9 $259.6Service cost 6.5 7.5Interest cost 8.6 10.5Settlement (15.4) —Actuarial gain (4.3) (16.2)Benefits paid (12.6) (18.5)Benefit obligation at end of year $225.7 $242.9

Change in plan assets: Fair value of plan assets at beginning of year $157.2 $150.5Actual return on plan assets 7.9 (0.4)Settlement (15.4) —Employer contribution 17.1 25.6Benefits paid (12.6) (18.5)Fair value of plan assets at end of year $154.2 $157.2Funded status ($71.5) ($85.7)

Amounts recognized in the Consolidated Balance Sheets consisted of: Current liability ($6.4) ($6.4)Non-current liability ($65.1) ($79.3)Accumulated other comprehensive loss ($53.3) ($64.4)

Accumulated other comprehensive loss at December 31, 2016 and 2015 includes unrecognized actuarial losses of $53.3 ( $32.8 net of tax) and $64.4 ( $39.5 net oftax), respectively. The actuarial loss included in accumulated other comprehensive loss that is expected to be recognized in net periodic pension cost during 2017 is$5.8 . The accumulated benefit obligation for the defined benefit plans was $225.7 and $242.9 at December 31, 2016 and 2015 , respectively. Estimated future benefit payments from the defined benefit plans are as follows:

2017 $25.32018 25.32019 25.32020 25.12021 24.72022 - 2026 110.0Total $235.7

The Company also sponsors a non-qualified, unfunded executive deferred compensation plan (the EDCP), which permits eligible participants, including executiveofficers, to defer receipt of certain income. The EDCP was frozen as of December 31, 2011 and reinstated, effective January 1, 2014. 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 isreduced 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 insecurities reflecting the hypothetical investment balances of plan participants, in an attempt to offset the impacts of gains and losses on participant accountbalances.

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

Year Ended December 31,

2016 2015 2014Service cost $1.3 $1.5 $1.3Interest cost on projected benefit obligation 0.3 0.4 0.5Total pension cost $1.6 $1.9 $1.8Other comprehensive loss ($1.0) ($0.6) ($0.8)

The reconciliation of the EDCP projected benefit obligation for the years ended December 31, 2016 and 2015 is as follows:

At December 31,

2016 2015Change in benefit obligation:

Benefit obligation at beginning of year $13.7 $14.4Service cost 1.3 1.5Interest cost 0.3 0.4Actuarial loss (gain) 1.0 (0.6)Benefits paid (1.4) (2.0)Benefit obligation at end of year $14.9 $13.7Funded status ($14.9) ($13.7)

Amounts recognized in the Consolidated Balance Sheets consisted of: Current liability ($1.6) ($2.3)Non-current liability ($13.3) ($11.4)Accumulated other comprehensive (loss) income ($0.2) $1.1

Accumulated other comprehensive loss at December 31, 2016 and 2015 includes unrecognized actuarial losses of $0.2 ( $0.1 net of tax), and gains of $1.1 ( $0.7net of tax). The accumulated benefit obligation for the EDCP was $14.9 and $13.7 at December 31, 2016 and 2015 , respectively. There is no prior service costexpected to be recognized in net periodic pension cost during the year ending December 31, 2017 .

Estimated future benefit payments from the EDCP are as follows:

2017 $1.62018 0.82019 1.02020 1.42021 1.42022 - 2026 8.6Total $14.8 The following weighted-average rates were used in determining the benefit obligations at December 31:

2016 2015Discount rate—projected benefit obligation 1.55% - 5.56% 3.61% - 5.56%Future compensation growth rate 2.00% - 4.00% 2.50% - 4.50%Expected long-term rate of return on plan assets 6.75% - 7.00% 6.75% - 7.00% The following weighted-average rates were used in determining the pension cost for all years ended December 31:

2016 2015 2014Discount rate—projected benefit obligation 1.55% - 5.56% 3.61% - 5.56% 1.75% - 4.90%Future compensation growth rate 2.00% - 4.00% 2.50% - 4.50% 2.50% - 4.00%Expected long-term rate of return on plan assets 6.75% - 7.00% 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 lowerprevalent 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 certaineligible employees in the Philippines, France and Malaysia. The plans outside the U.S. represented approximately 16.6% and 16.3% of the Company’s totalprojected benefit obligation for all plans as of December 31, 2016 and 2015, respectively.

ChangeinApplyingDiscountRatetoMeasureBenefitCostsAs 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 andother postretirement benefits. This change in methodology resulted in a decrease in the service and interest cost components for pension and other postretirementbenefit costs beginning in the first quarter of 2016. Convergys historically estimated these service and interest cost components utilizing a single weighted-averagediscount 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 thebenefit obligation to the relevant projected cash flows. Convergys elected to make this change to provide a more precise measurement of service and interest costsby improving the correlation between projected benefit cash flows to the corresponding spot yield curve rates. This change did not affect the measurement ofConvergys’ total benefit obligations at December 31, 2015 or net periodic pension cost recognized in 2015. Convergys accounted for this change as a change inaccounting 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 byapproximately $2.4 , or approximately $0.6 quarterly, during 2016 with substantially all of the decrease attributable to interest cost. This reduction in service andinterest cost was completely offset within the actuarial gain or loss caption when the plans were remeasured. The cost reduction resulted in an increase to netincome and diluted earnings per common share of $1.5 and $0.01 , respectively, during 2016.

PlanAssetsAs of December 31, 2016 and 2015 , plan assets for the cash balance plan consisted of common/collective trusts (of which approximately 60% are invested inequity backed funds and approximately 40% are invested in funds invested in fixed income instruments, including cash) and a private equity fund. AtDecember 31, 2016 , the Company’s targeted allocation was 65% equity and 35% fixed income. The investment objectives for the plan assets are to generatereturns 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 and $20.0 in 2016 and 2015 , respectively, to fund its cash balance plan. TheCompany has satisfied its ERISA funding requirements through 2016. No plan assets are expected to be returned to the Company during 2017 . 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, 2016 and 2015 :

Investments December 31, 2016

Quoted PricesIn Active

Markets forIdentical Assets

(Level 1)

SignificantOther

ObservableInputs

(Level 2)

SignificantUnobservable

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 — — 2.2Total investments $154.2 $— $152.0 $2.2

Investments December 31, 2015

Quoted PricesIn Active

Markets forIdentical Assets

(Level 1)

SignificantOther

ObservableInputs

(Level 2)

SignificantUnobservable

Inputs(Level 3)

Common/collective trusts: Fixed income $54.0 $— $54.0 $—U.S. large cap 61.8 — 61.8 —U.S. small cap 10.6 — 10.6 —International equity 28.0 — 28.0 —

Limited partnership 2.8 — — 2.8Total investments $157.2 $— $154.4 $2.8

There were no transfers between the three levels of the fair value hierarchy during the years ended December 31, 2016 and 2015 . For additional information on thefair 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. TheNAV’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 significantinvestment 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 theseinvestments 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 thisinvestment. 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 differentmethodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement. The following tableprovides a reconciliation of the beginning and ending balances for the Level 3 assets:

Year Ended December 31

2016 2015Balance, beginning of year $2.8 $3.4Unrealized losses relating to instruments still held at the reporting date (0.6) (0.6)Balance, end of year $2.2 $2.8

SavingsPlansThe Company sponsors a defined contribution plan covering substantially all U.S. employees. The Company matches a portion of employee contributions to theplan. The Company matches up to 100% of the first 3% and 50% of the next 2% of eligible compensation contributed by the participant. Total Companycontributions to the defined contribution plan were $7.3 in 2016 compared to $7.4 and $6.5 for 2015 and 2014 , respectively. Plan assets for this plan included 0.9 ($21.0 ) and 0.9 ( $23.6 ) of the Company’s common shares at December 31, 2016 and 2015 , respectively. EmployeePostretirementBenefitsOtherThanPensionsThe Company sponsors postretirement health and life insurance plans for certain eligible employees. The plan provides eligible employees and retirees with theopportunity to direct an amount of their compensation or pension benefits to cover medical, dental and life insurance programs of their choice for their benefit andthe benefit of their dependents. The plan covers both active and retired eligible employees of the Company and its subsidiaries. Employees’ eligibility to participatein 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 behalfbased 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-directeddeductions. 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 planbenefit was $0.7 , $0.8 , and $1.6 for 2016, 2015 and 2014 , respectively. The amounts included within accumulated other comprehensive loss related to thesebenefits were $1.2 and $2.1 at December 31, 2016 and 2015 , respectively. Components of other post-employment benefit plan cost and other amounts recognized in other comprehensive (loss) income for the postretirement health and lifeinsurance plans are as follows:

2016 2015 2014Interest cost on projected benefit obligation $0.1 $0.2 $0.2Expected return on plan assets (0.2) (0.3) (0.3)Amortization and deferrals—net (0.6) (0.7) (1.0)Curtailment benefit — — (0.5)Total other benefit ($0.7) ($0.8) ($1.6)Other comprehensive loss ($0.9) ($0.7) ($1.8) The reconciliation of the postretirement health and life insurance plans’ projected benefit obligation and the fair value of plan assets for the years endedDecember 31, 2016 and 2015 are as follows:

At December 31,

2016 2015

Change in benefit obligation: Benefit obligation at beginning of year $4.2 $4.5Interest cost 0.1 0.2Actuarial loss (gain) 0.1 (0.2)Benefits paid (0.2) (0.3)Benefit obligation at end of year $4.2 $4.2

Change in plan assets: Fair value of plan assets at beginning of year $3.4 $4.2Actual return on plan assets 0.1 0.1Employer contribution 0.1 (0.6)Asset transfer (0.2) —Benefits paid (0.2) (0.3)Fair value of plan assets at end of year $3.2 $3.4Funded status ($1.0) ($0.8)

Amounts recognized in the Consolidated Balance Sheets consisted of: Current liability ($0.1) ($0.1)Non-current liability ($0.9) ($0.7)Accumulated other comprehensive income $1.2 $2.1

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

2017 $0.22018 0.22019 0.22020 0.22021 0.22022 - 2026 1.1Total $2.1

Plan assets for the postretirement health and life insurance plans of $3.2 and $3.4 at December 31, 2016 and 2015 , respectively, are comprised of money marketaccounts, a Level 1 fair value measure. The Company expects to make $0.1 in contributions in 2017 to fund its post retirement health and life insurance plans. Noplan assets are expected to be returned to the Company during 2017 .

10. STOCK-BASED COMPENSATION PLANS

At December 31, 2016 , the Company had 38.0 common shares that were authorized for issuance under the Convergys Corporation 1998 Long-Term IncentivePlan (Convergys LTIP), as amended on January 28, 2011. The Company granted stock options in 2012 and 2011 with exercise prices that were no less than themarket 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 grantsrestricted 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 vestupon the Company’s satisfaction of certain financial targets. Performance-related units for which the performance conditions for vesting of those units are not metwithin the applicable three-year performance period are forfeited. The following table shows certain information as of December 31, 2016 , with respect to compensation plans under which common shares are authorized forissuance:

Shares (in millions) Number of Common Shares to be

Issued Upon Exercise Weighted Average Exercise PriceCommon Shares Available for Future

Issuance

Equity compensation plans approved by shareholders

Stock options 0.4 $13.34 —

Restricted stock units 2.2 — —

2.6 $13.34 6.8

The Company’s operating results reflect stock-based compensation expense of $18.8 , $16.9 and $10.2 for 2016 , 2015 and 2014 , respectively. Expense in 2016 ,2015 and 2014 included $1.4 , $1.2 and $1.8 , respectively, related to awards classified as liabilities that will ultimately settle in cash.

RestrictedStockUnits

Time-basedRestrictedStockUnitsDuring the years ended December 31, 2016 , 2015 and 2014 , the Company granted 0.5 , 0.7 and 0.7 shares, respectively, of time-based restricted stock units. Theweighted average grant date fair values of these grants were $26.51 , $22.41 and $20.55 , respectively. These time-based grants are scheduled to vest 25% at thefirst 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, 2016 was approximately $17.5 , which isexpected to be recognized over a weighted average period of 1.8 years. Changes to non-vested time-based restricted stock units for the years ended December 31,2016 and 2015 were as follows:

Shares (in millions)

Numberof

Shares

WeightedAverage FairValue at Date

of GrantNon-vested at December 31, 2013 1.4 $14.62

Granted 0.7 20.55Vested (0.6) 14.33Forfeited (0.2) 18.85

Non-vested at December 31, 2014 1.3 17.66Granted 0.7 22.41Vested (0.5) 16.53Forfeited (0.2) 20.78

Non-vested at December 31, 2015 1.3 20.20Granted 0.5 26.51Vested (0.5) 19.35Forfeited — —

Non-vested at December 31, 2016 1.3 $23.23

Performance-basedRestrictedStockUnitsDuring the years ended December 31, 2016 , 2015 and 2014 , the Company granted 0.4 , 0.4 and 0.3 shares, respectively, of performance-based restricted stockunits. These grants provide for payout based upon the extent to which the Company achieves certain EPS targets, as determined by the Compensation and BenefitsCommittee 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 ifperformance is below the performance minimum threshold level. At December 31, 2016 , the targets for the third year of the 2015 grants and the second and thirdyears of the 2016 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 grantshad not yet been recognized. These grants have been excluded from the table below.

During 2016 , the Company established and communicated to participants the final key terms of the 2014 grants, resulting in grants for accounting purposes with agrant date fair value of $26.49 per share. The total compensation cost related to the 2014 non-vested performance-based restricted stock units not yet recognized asof December 31, 2016 was approximately $0.8 , which is expected to be recognized ratably over the remaining vesting period ending in February 2017.

Changes to non-vested performance-based restricted stock units for the years ended December 31, 2016 , 2015 and 2014 were as follows:

Shares (in millions)

Numberof

Shares

WeightedAverage FairValue at Date

of GrantNon-vested at December 31, 2013 0.3 $12.90

Granted — —Vested (0.3) 12.90Forfeited — —

Non-vested at December 31, 2014 — —Granted 0.3 21.84Vested — —Forfeited — —

Non-vested at December 31, 2015 0.3 21.84Granted 0.3 26.49Vested (0.3) 21.92Forfeited — —

Non-vested at December 31, 2016 0.3 $26.48

The aggregate intrinsic value of non-vested restricted stock units was $39.9 at December 31, 2016 . StockOptionsPresented below is a summary of Company stock option activity. Prior to 2016, all outstanding stock options were fully vested and the related expense had beenfully recognized.

Shares (in millions) Shares

WeightedAverageExercise

Price

Options outstanding at January 1, 2014 0.8 $13.11Options exercisable at January 1, 2014 0.2 13.14Granted — —Exercised (0.1) 12.38Forfeited — —

Options outstanding at December 31, 2014 0.7 $13.24

Options exercisable at December 31, 2014 0.5 $13.41

Granted — —Exercised (0.2) 13.09Forfeited — —

Options outstanding at December 31, 2015 0.5 $13.33

Options exercisable at December 31, 2015 0.5 $13.33

Granted — —Exercised (0.1) 13.24Forfeited — —

Options outstanding at December 31, 2016 0.4 $13.34

Options exercisable at December 31, 2016 0.4 $13.34 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-Scholesoption 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 optiongranted 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 yieldof 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 and $0.2 in 2015and 2014, respectively. Expected volatility is based on the unbiased standard deviation of the Company’s common shares over the option term. The expected life ofthe 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 yieldcurve 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 theterm of the award. As of December 31, 2016, 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, 2016 was $3.78 and $3.78 , respectively.

The following table summarizes the status of the Company stock options outstanding and exercisable at December 31, 2016 :

Shares (in millions) Options Outstanding Options Exercisable

Range of Exercise Prices Shares

WeightedAverage

RemainingContractual

Life (in years)

WeightedAverageExercise

Price Shares

WeightedAverage

RemainingContractual

Life (in years)

WeightedAverageExercise

Price$11.56 to $21.81 0.4 4.5 13.34 0.4 4.5 13.34Total 0.4 4.5 $13.34 0.4 4.5 $13.34

The aggregate intrinsic value of stock options exercised was $0.6 in 2016 , $2.7 in 2015 and $1.1 in 2014 . The actual tax benefit realized from the exercised stockoptions was $0.1 in 2016 , $0.6 in 2015 and $0.2 in 2014 . As of December 31, 2016 , the aggregate intrinsic value was $4.6 for both stock options outstanding andexercisable. 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 thosetranches 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

CommitmentsThe Company leases certain facilities and equipment used in its operations. Total rent expense was $135.0 , $129.3 and $125.2 in 2016 , 2015 and 2014 ,respectively. At December 31, 2016 , the total minimum rental commitments under non-cancelable operating leases are as follows:

2017 $97.02018 82.22019 58.52020 42.42021 30.2Thereafter 72.9Total $383.2 At December 31, 2016 , the Company had outstanding letters of credit and bond obligations of $22.5 related to performance guarantees, of which $21.2 is set toexpire by the end of 2017, $0.8 is set to expire within one to three years and $0.5 is set to expire after three years. The Company believes that any guaranteeobligation that may arise will not be material. The Company also has future purchase commitments with telecommunication and transportation providers of $29.3 at December 31, 2016 .

ContingenciesThe Company, from time to time, is subject to various loss contingencies, including tax and legal contingencies that arise in the ordinary course of business. TheCompany 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 ofoperations or financial condition. However, the outcome of litigation cannot be predicted with certainty, and unfavorable resolution of one or more pending matterscould have a materially adverse impact on the Company’s results of operations or financial condition in the future.

In November 2011, one of the Company’s call center clients, Hyundai Motor America (Hyundai), tendered a contractual indemnity claim to Convergys CustomerManagement Group Inc., a subsidiary of the Company, relating to a putative class action captioned Brandon Wheelock, individually and on behalf of a class andsubclass of similarly situated individuals, v. Hyundai Motor America, Orange County Superior Court, California, Case No. 30-2011-00522293-CU-BT-CJC. Thelawsuit alleged that Hyundai violated California’s telephone recording laws by recording telephone calls with customer service representatives without providing adisclosure that the calls might be recorded.

An amended settlement agreement was executed by the plaintiff, Hyundai and Convergys Customer Management Group Inc., and received final approval from theCourt during the fourth quarter of 2015. The Company’s liability with respect to the proposed settlement was fully accrued at December 31, 2015, with finalpayment made during January 2016. This matter did not have a material impact on the Company’s liquidity, results of operations or financial condition.

12. FINANCIAL INSTRUMENTS

DerivativeInstrumentsThe 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 riskmanagement strategy includes the use of derivative instruments to reduce the effects on its operating results and cash flows from fluctuations caused by volatility incurrency 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 pricedin 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 whereservices are provided, which represents a foreign exchange exposure. The Company has hedged a portion of its exposure related to the anticipated cash flowrequirements denominated in some of the aforementioned foreign currencies by entering into hedging contracts with several financial institutions to acquire a totalof PHP 36,645.0 at a fixed price of $764.7 at various dates through December 2019 , INR 10,734.0 at a fixed price of $147.3 at various dates through June 2019 ,CAD 48.8 at a fixed price of $37.6 at various dates through December 2018 and COP 30,000.0 at a fixed price of $9.4 at various dates through December 2017 .These instruments mature within the next 36 months and had a notional value of $959.0 at December 31, 2016 and $1,040.8 at December 31, 2015 . The derivativeinstruments 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,

2016 2015Forward exchange contracts and options designated as hedging instruments:

Included within other current assets $3.0 $1.2Included within other non-current assets 2.3 0.8Included within other current liabilities 31.3 29.7Included within other long-term liabilities 15.4 14.7

The Company recorded a deferred tax benefit of $15.9 and $16.2 related to these derivatives at December 31, 2016 and 2015 , respectively. A total of $25.5 and$26.1 of deferred losses, net of tax, related to these cash flow hedges at December 31, 2016 and 2015 , respectively, were included in accumulated othercomprehensive loss (OCL). As of December 31, 2016 , deferred losses of $28.4 ( $17.5 net of tax) on derivative instruments included in accumulated OCL areexpected to be reclassified into earnings during the next 12 months. The following tables provide the effect of these derivative instruments on the Company’sConsolidated Financial Statements during 2016 and 2015 , respectively: 2016 :

Derivatives in Cash Flow Hedging Relationships

Gain (Loss)Recognizedin OCL onDerivative

(Effective Portion)

Gain (Loss)Reclassified

from AccumulatedOCL into Income(Effective Portion)

Location ofGain (Loss)

Reclassified fromAccumulated OCL

into Income(Effective Portion)

Foreign exchange contracts ($25.5) ($26.4)

Cost of providing services andproducts sold and Selling, general

and administrative

2015 :

Derivatives in Cash Flow Hedging Relationships

Gain (Loss)Recognizedin OCL onDerivative

(Effective Portion)

Gain (Loss)Reclassified

from AccumulatedOCL into Income(Effective Portion)

Location ofGain (Loss)

Reclassified fromAccumulated OCL

into Income(Effective Portion)

Foreign exchange contracts ($37.9) ($25.2)

Cost of providing services andproducts 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, 2016 and 2015 .

During 2016 , 2015 and 2014 , the Company recorded net losses of $26.4 , $25.2 and $14.3 , respectively, related to the settlement of forward contracts that weredesignated as cash flow hedges. The Company also enters into derivative instruments (forwards) to economically hedge the foreign currency impact of assets and liabilities denominated innonfunctional currencies. During the year ended December 31, 2016 , a gain of $5.5 was recognized related to changes in fair value of these derivative instrumentsnot designated as hedges, compared to a gain of $0.3 in the same period in 2015 . The gains and losses largely offset the currency gains and losses that resultedfrom changes in the assets and liabilities denominated in nonfunctional currencies. These gains and losses are classified within other income, net in theaccompanying Consolidated Statements of Income. The fair value of these derivative instruments not designated as hedges at December 31, 2016 , was a $2.0payable. The aggregate fair value of all derivative instruments in a liability position at December 31, 2016 was $46.7 for which the Company has no posted collateral.

Short-termInvestmentsAs of December 31, 2016 and 2015 , the Company held investment securities with a fair value of $12.4 and $12.2 , respectively, that are held in a grantor trust forthe benefit of participants in the EDCP and reflect the hypothetical investment balances of EDCP participants. The securities are classified as trading securities andincluded within short-term investments in the Consolidated Balance Sheets. The investment securities include exchange-traded mutual funds, common shares ofthe Company and money market accounts. These securities are carried at fair value, with gains and losses, both realized and unrealized, reported in other income(expense), net in the Consolidated Statements of Income. The cost of securities sold is based upon the specific identification method. Interest and dividends onsecurities 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 arequoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets orinputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financialinstrument; 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 orliability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

At December 31, 2016 and 2015 , the Company had foreign currency forward contracts measured at fair value. The fair values of these instruments were measuredusing 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, 2016and 2015 . The derivative assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 were as follows:

December 31, 2016

Quoted PricesIn Active

Markets forIdentical Assets

(Level 1)

SignificantOther

ObservableInputs

(Level 2)

SignificantUnobservable

Inputs(Level 3)

Derivatives:

Foreign currency forward contracts (asset position) $5.6 $— $5.6 $—

Foreign currency forward contracts (liability position) $49.0 $— $49.0 $—

December 31, 2015

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) $2.1 $— $2.1 $—

Foreign currency forward contracts (liability position) $44.4 $— $44.4 $—

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, 2016 andDecember 31, 2015 . These investments are recorded as short-term investments on the Consolidated Balance Sheets. The fair value of these instruments wasmeasured 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 duringthe years ended December 31, 2016 and 2015 . The assets measured at fair value on a recurring basis as of December 31, 2016 and 2015 were as follows:

December 31, 2016

Quoted PricesIn Active

Markets forIdentical Assets

(Level 1)

SignificantOther

ObservableInputs

(Level 2)

SignificantUnobservable

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 $— $—

December 31, 2015

Quoted PricesIn Active

Markets forIdentical Assets

(Level 1)

SignificantOther

ObservableInputs

(Level 2)

SignificantUnobservable

Inputs(Level 3)

Investment securities:

Mutual funds $9.7 $9.7 $— $—

Convergys common stock 1.8 1.8 — —

Money market accounts 0.7 0.7 — —

Total $12.2 $12.2 $— $—

14. INCOME TAXES

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

Year Ended December 31,

2016 2015 2014Current:

United States federal $0.1 ($21.3) $33.8Non-U.S. 40.5 25.3 45.6State and local 2.4 — 1.1

Total current 43.0 4.0 80.5Deferred:

United States federal 14.7 6.0 (42.4)Non-U.S. (5.0) (4.3) (27.5)State and local 0.2 2.9 2.2

Total deferred 9.9 4.6 (67.7)Total $52.9 $8.6 $12.8 The Company’s combined pre-tax earnings from continuing operations relating to non-U.S. subsidiaries or branches were $156.1 , $139.5 and $143.8 during 2016 ,2015 and 2014 , respectively. 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 2016 , 2015and 2014 , respectively:

Year Ended December 31,

2016 2015 2014U.S. federal statutory rate 35.0 % 35.0 % 35.0 %Permanent differences 4.5 2.3 8.6State and local income taxes, net of federal income tax 0.9 1.1 1.7International rate differential, including tax holidays (24.5) (21.2) (29.8)Non-U.S. valuation allowances 2.1 1.0 2.3Adjustments for uncertain tax positions (0.2) (12.9) 1.2Legal entity restructuring charges 2.3 — —Tax credits and other (0.1) 0.6 (4.5)Foreign repatriation, net of foreign tax credits 8.5 (1.0) (4.6)Effective rate 28.5 % 4.9 % 9.9 % The increase in the effective income tax rate in 2016 was primarily due to additional tax expense of $20.3 related to the restructuring of the Company’s legal entitystructure and repatriation of earnings into primarily non-U.S. jurisdictions that provide the Company with increased flexibility to manage our strategic priorities. This increase in the 2016 effective income tax rate was slightly offset by a shift in the geographical mix of worldwide income. The 2015 effective income tax ratewas driven by the expiration of statutes of limitation on previously recognized uncertain tax positions and the favorable resolution of certain income tax audits. Asof December 31, 2016, the Company had $655.8 of undistributed earnings of its non-U.S. subsidiaries for which it has not provided for U.S. federal income taxesor 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 thatwould be due if such earnings were distributed.

The Company’s non-U.S. taxes for 2016 , 2015 and 2014 included $5.1 , $6.3 and $3.9 , respectively, of benefit derived from tax holidays in the Philippines, theDominican Republic, Costa Rica, El Salvador, Malaysia, Honduras, Nicaragua and Tunisia. This resulted in (2.8)% , (3.6)% and (3.0)% impact to the effective taxrate in 2016 , 2015 and 2014 , respectively. The tax holidays in the Philippines will expire in 2017 through 2019. The Company will apply to extend these taxholidays for additional terms of one to two years in accordance with local law. The components of deferred tax assets and liabilities are as follows:

At December 31,

2016 2015Deferred tax assets:

Loss and credit carryforwards $95.0 $91.8Pension and employee benefits 35.4 37.7Deferred revenue 6.0 3.2Foreign currency hedges 15.9 16.2Intercompany payables/receivables 57.2 62.0Other 27.9 42.7Valuation allowances (37.6) (36.2)

Total deferred tax assets 199.8 217.4Deferred tax liabilities:

Depreciation and amortization 270.5 277.4Contingent debt and accrued interest 89.5 77.9Unremitted non-U.S. earnings 15.9 15.8Other 4.0 7.7

Total deferred tax liabilities 379.9 378.8Net deferred tax liabilities ($180.1) ($161.4) Deferred tax assets and liabilities in the preceding table, after netting by taxing jurisdiction, are in the following captions in the Consolidated Balance Sheets atDecember 31, 2016 and 2015 .

At December 31,

2016 2015Non-current deferred tax asset $17.7 $14.6Non-current deferred tax liability 197.8 176.0

Total deferred tax liability ($180.1) ($161.4)

As of December 31, 2016 and 2015 , $11.3 and $6.6 , respectively, of the valuation allowances relate to the Company’s non-U.S. operations.

As of December 31, 2016 , the Company has federal, state, and non-U.S. operating loss carryforwards of $80.2 , $718.3 and $71.3 , respectively. The federaloperating loss carryforwards and state operating loss carryforwards expire between 2017 and 2036. The non-U.S. operating loss carryforwards include $19.7 withno expiration date; the remainder will expire between 2017 and 2036. The federal and state operating loss carryforwards include losses of $78.6 and $118.3 ,respectively, which were acquired in connection with business combinations. Utilization of the acquired federal and state tax loss carryforwards may be limitedpursuant to Section 382 of the Internal Revenue Code of 1986. As of December 31, 2016 and 2015 , the liability for unrecognized tax benefits was $20.8 and $31.6 , respectively, including $11.5 and $11.8 of accrued interestand penalties, respectively, and is recorded in Other long-term liabilities in the Consolidated Balance Sheets. The total amount of net unrecognized tax benefits thatwould affect income tax expense, if ever recognized in the Consolidated Financial Statements, is $18.4 . This amount includes net interest and penalties of $9.5 .The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense. During 2016 , the Companyrecognized a net benefit of $0.6 in interest and penalties, compared to a net benefit of $11.7 during 2015 . The net benefit of $0.6 in 2016 includes $2.7 of expense

related to interest and penalties accrued on positions still outstanding as of December 31, 2016 . A reconciliation of the beginning and ending total amounts of unrecognized tax benefits (exclusive of interest and penalties) is as follows:

2016 2015Balance at January 1 $ 21.6 $ 37.1

Additions based on tax positions related to the current year 0.4 0.2Additions for tax positions of prior years 0.3 6.1Settlements 0.4 (5.0)Reductions for tax positions of prior years — 0.1Lapse of statutes of limitations (12.2) (16.9)

Balance at December 31 $10.5 $21.6 The liability for unrecognized tax benefits related to discontinued operations at December 31, 2016 and 2015 was $1.3 and $10.7 , respectively.

The Company is currently attempting to resolve income tax audits relating to prior years in various jurisdictions. The Company has received assessments fromthese jurisdictions related to transfer pricing and deductibility of expenses. The Company believes that it is appropriately reserved with regard to these assessmentsas of December 31, 2016 . Furthermore, the Company believes that it is reasonably possible that the total amounts of unrecognized tax benefits will decreasebetween $1.2 and $14.2 prior to December 31, 2017 , 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 nolonger 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, 2014 ($1.1) ($18.3) ($47.3) ($66.7)

Other comprehensive (loss) income before reclassifications, net of tax (37.1) (23.3) 3.7 (56.7) Amounts reclassified from accumulated other comprehensive income, net of tax — 15.5 6.1 21.6

Net current-period other comprehensive (loss) income (37.1) (7.8) 9.8 (35.1)

Balance at December 31, 2015 ($38.2) ($26.1) ($37.5) ($101.8)

Other comprehensive loss 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)

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 OtherComprehensive Income (Loss) Affected Line Item in the Consolidated Statements of Income

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

Adjustments of pension and other post employmentobligations (10.9) Selling, general and administrative

Tax benefit 4.1 Income tax expenseAdjustment of pension and other post employmentobligations, net of tax (6.8) Income from Continuing Operations, net of tax Total reclassifications for the period ($23.1)

2015:

Loss on derivative instruments ($25.2) Cost of providing services and products sold and Selling,general and administrative

Tax benefit 9.7 Income tax expense

Loss on derivative instruments, net of tax (15.5) Income from Continuing Operations, net of tax

Adjustment of pension and other post employment obligations (9.6) Selling, general and administrative

Tax benefit 3.5 Income tax expenseAdjustment of pension and other post employmentobligations, net of tax (6.1) Income from Continuing Operations, net of tax

Total reclassifications for the period ($21.6)

16. ADDITIONAL FINANCIAL INFORMATION

At December 31,

2016 2015

Property and equipment, net: Land $6.9 $6.9Buildings 104.8 104.0Leasehold improvements 325.9 301.3Equipment 552.1 578.6Software 366.7 356.0Construction in progress and other 32.8 35.1

1,389.2 1,381.9 Less: Accumulated depreciation (1,085.1) (1,052.8)

$304.1 $329.1

Payables and other current liabilities: Accounts payable $53.9 $48.0Accrued income and other taxes 44.1 23.9Accrued payroll-related expenses 132.0 140.6Derivative liabilities 33.6 29.7Accrued expenses, other 63.7 69.0Restructuring and exit costs 0.8 4.3Deferred revenue and government grants 17.7 19.5

$345.8 $335.0

17. INDUSTRY SEGMENT AND GEOGRAPHIC OPERATIONS

GeographicOperationsThe following table presents certain geographic information regarding the Company’s operations:

Year Ended December 31,

2016 2015 2014Revenues:

North America $2,249.7 $2,321.6 $2,320.3Rest of World 663.9 629.0 535.2

$2,913.6 $2,950.6 $2,855.5

At December 31,

2016 2015Long-lived Assets:

North America $945.0 $976.5Rest of World 642.0 556.8

$1,587.0 $1,533.3 ConcentrationsThe Company derives significant revenues from AT&T. Revenues from AT&T (including DIRECTV in all years) were 20.5% , 21.3% and 23.7% of theCompany’s consolidated revenues from continuing operations for 2016 , 2015 and 2014 , respectively. Related accounts receivable from AT&T totaled $93.7 and$84.0 at December 31, 2016 and 2015 , respectively. No other client accounted for more than 10% of our consolidated revenues for 2016 , 2015 or 2014 .

18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

1st

Quarter 2nd

Quarter 3rd

Quarter 4th

Quarter (a) Total

2016: Revenues $722.2 $692.3 $741.2 $757.9 $2,913.6Operating Income 59.0 45.0 49.4 51.4 204.9Income from Continued Operations, net of tax 44.5 33.2 37.7 17.5 133.0Income from Discontinued Operations, net of tax — — 10.0 — 10.0Net Income 44.5 33.2 47.7 17.5 143.0Basic Earnings Per Common Share:

Continuing Operations $0.46 $0.35 $0.39 $0.18 $1.39Discontinued Operations — — 0.11 — 0.10Basic 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 $1.30Discontinued Operations — — 0.10 — 0.10Diluted Earnings Per Common Share $0.43 $0.32 $0.46 $0.17 $1.40

1st

Quarter 2nd

Quarter 3rd

Quarter 4th

Quarter (b) Total2015: Revenues $740.5 $716.7 $741.6 $751.8 $2,950.6Operating Income 49.2 36.3 47.8 61.1 194.4Income from Continued Operations, net of tax 39.3 29.0 57.6 42.6 168.4Income (loss) from Discontinued Operations, net of tax 0.1 — 0.5 — 0.6Net Income 39.4 29.0 58.1 42.6 169.0Basic Earnings Per Common Share:

Continuing Operations $0.40 $0.29 $0.59 $0.44 $1.72Discontinued Operations — — — — 0.01Basic Earnings Per Common Share $0.40 $0.29 $0.59 $0.44 $1.73

Diluted Earnings Per Common Share Continuing Operations $0.37 $0.28 $0.55 $0.41 $1.60Discontinued Operations — — 0.01 — 0.01Basic Earnings Per Common Share $0.37 $0.28 $0.56 $0.41 $1.61

(a) Fourth quarter 2016 includes a decrease in operating income of $14.7 resulting from $1.4 of integration related expenses associated with Convergys’ acquisition of Stream and buw, $0.1 ofexpense 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, $4.8 of pensionsettlement charges due to a high level of lump-sum payouts and $7.3 of amortization expense related to acquired intangible assets. Fourth quarter 2016 also includes $20.3 of tax expenseassociated with the restructuring of the Company’s legal entity structure and repatriation of earnings into primarily non-U.S. jurisdictions that provide the Company with increased flexibility tomanage its strategic priorities.

(b) Fourth quarter 2015 includes a decrease in operating income of $13.4 resulting from $3.5 of integration related expenses associated with Convergys’ acquisition of Stream, $3.6 ofdepreciation expense resulting from the fair value write-up of property and equipment acquired from Stream, and $6.3 of amortization expense related to acquired intangible assets. Fourthquarter 2015 also includes $1.9 of tax expense for a change in estimate between tax previously accrued for the repatriation of non-U.S. earnings and the revised estimates as of December 31,2015.

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

Convergys Corporation 2016 Annual Report 16

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURES Not applicable. ITEM 9A. CONTROLS AND PROCEDURES

EvaluationofDisclosureControlsandProceduresThe Company’s Chief Executive Officer and Chief Financial Officer, together with the Company’s General Counsel, Chief Accounting Officer and other keymembers 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, 2016 (Evaluation Date).Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls andprocedures were effective as of the Evaluation Date to provide reasonable assurance that the information required to be disclosed by the Company in the reportsthat it files or submits under the Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief FinancialOfficer, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported withinthe time periods specified in the Securities and Exchange Commission’s rules and forms. ChangesinInternalControlThere were no changes in the Company’s internal control over financial reporting during the fourth quarter ended December 31, 2016 that have materially affected,or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Convergys Corporation 2016 Annual Report 17

REPORT OF MANAGEMENT Management’s Responsibilities for and Audit Committee Oversight of the Financial Reporting ProcessThe management of Convergys Corporation is responsible for the preparation, integrity and fair presentation of the Consolidated Financial Statements and allrelated information appearing in this Annual Report. The Consolidated Financial Statements and notes have been prepared in conformity with accounting principlesgenerally accepted in the United States and include certain amounts, which are estimates based upon currently available information, and management’s judgmentof current conditions and circumstances. The Audit Committee, consisting entirely of independent directors, meets regularly with management, the compliance officer, internal auditors and the independentregistered 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 confidentialaccess to the Audit Committee at all times to discuss the results of their examinations. Management’s Report on Internal Control over Financial ReportingConvergys’ management is also responsible for establishing and maintaining adequate internal control over financial reporting that is designed to produce reliableFinancial Statements in conformity with accounting principles generally accepted in the United States. The system of internal control over financial reporting isevaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as theyare identified. Any internal control system, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented oroverridden and misstatements due to error or fraud may occur and may not be detected. Also, because of changes in conditions, internal control effectiveness mayvary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to Financial Statement preparationand presentation. Convergys’ management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 . In making thisassessment, it used the criteria set forth in “ InternalControl-IntegratedFramework” issued by the Committee of Sponsoring Organizations of the TreadwayCommission (2013 framework) (the COSO criteria) .Our evaluation of internal control over financial reporting did not include the internal controls of buw, whichwas acquired by Convergys during the third quarter of 2016. buw represented 7% of total assets as of December 31, 2016, and 2% of revenues for the year thenended. Based on its assessment, management has concluded that, as of December 31, 2016 , the Company’s internal control over financial reporting was effectivebased on the COSO criteria. Convergys engaged Ernst & Young LLP in 2016 to perform an integrated audit of the Consolidated Financial Statements in accordance with auditing standards ofthe Public Company Accounting Oversight Board (United States). Their report appears on page 36. Additionally, Ernst & Young LLP has issued an audit report onthe Company’s internal control over financial reporting. That report appears on page 74.

/s/ Andrea J. AyersAndrea J. AyersChief Executive Officer

/s/ Andre S. ValentineAndre S. ValentineChief Financial Officer

February 22, 2017

Convergys Corporation 2016 Annual Report 18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Convergys Corporation We have audited Convergys Corporation’s internal control over financial reporting as of December 31, 2016 , 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). ConvergysCorporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internalcontrol over financial reporting included in the accompanying “Report of Management.” Our responsibility is to express an opinion on the company’s internalcontrol over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that weplan 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 evaluatingthe design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in thecircumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized 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 ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.

As indicated in the accompanying “Report of Management,” management’s assessment of and conclusion on the effectiveness of internal control over financialreporting did not include the internal controls of buw, which is included in the 2016 consolidated financial statements of Convergys Corporation and constituted7% of total assets as of December 31, 2016 and 2% of revenues, for the year then ended. Our audit of internal control over financial reporting of ConvergysCorporation also did not include an evaluation of the internal control over financial reporting of buw.

In our opinion, Convergys Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016 , based onthe COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets ofConvergys Corporation as of December 31, 2016 and 2015 , and the related consolidated statements of income, comprehensive income, shareholders’ equity, andcash flows for each of the three years in the period ended December 31, 2016 , and our report dated February 22, 2017 , expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cincinnati, OhioFebruary 22, 2017

Convergys Corporation 2016 Annual Report 19

ITEM 9B. OTHER INFORMATION None.

Convergys Corporation 2016 Annual Report 20

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 meetingof shareholders to be held on April 26, 2017 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 ReportingCompliance.” Information concerning the executive officers of the Company is contained on page 14 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 meetingof shareholders to be held on April 26, 2017 under the headings “Board Committees-Compensation,” “Compensation Discussion and Analysis,” “2016 SummaryCompensation Table,” “Grants of Plan-Based Awards in Fiscal 2016,” “Outstanding Equity Awards at 2016 Fiscal Year-End,” “Option Exercises and Stock Vestedin Fiscal 2016,” “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 RELATEDSTOCKHOLDER MATTERS The share ownership of certain beneficial owners, directors and officers is incorporated herein by reference to the information contained in the Company’s proxystatement relating to its annual meeting of shareholders to be held on April 26, 2017 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 byreference 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 annualmeeting of shareholders to be held on April 26, 2017 under the headings “Corporate Governance-Related Party Transactions” and “Board of Directors-DirectorIndependence.”

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 annualmeeting of shareholders to be held on April 26, 2017 under the heading “Proposals Requiring Your Vote-Proposal No. 2: Ratification of Appointment ofIndependent Registered Public Accounting Firm.”

Convergys Corporation 2016 Annual Report 21

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 16

(2) Financial Statement Schedule: II - Valuation and Qualifying Accounts 22 Financial statement schedules other than that listed above have been omitted because the required information is not required or applicable. CONVERGYS CORPORATIONSCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS(In millions)

Additions

Description

Balance atBeginningof Period

Chargedto

Expense

Acquisitionand OtherChanges Deductions

Balanceat End

of Period

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 [b] $— ($2.2) [c] $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 [b] $— ($6.2) [c] $36.2

Year 2014

Allowance for Doubtful Accounts $5.3 $14.5 $3.5 ($15.2) [a] $8.1

Deferred Tax Asset Valuation Allowance $21.2 $10.2 [b] $10.3 ($2.4) [c] $39.3

[a] Primarily includes amounts written-off as uncollectible.[b] Amounts relate to valuation allowances recorded for state and non-U.S. operating loss carryforwards and capital loss carryforwards.[c] 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 2016 Annual Report 22

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

ExhibitNumber

2.1 Agreement and Plan of Merger with SGS Holdings, Inc., dated January 6, 2014. (Incorporated by reference from Exhibit 2.1 to Form 8-K filed onJanuary 7, 2014.)

2.2 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 October13, 2009.)

4.2 Convergys Corporation Retirement and Savings Plan (PPA Restatement) dated January 28, 2013. (Incorporated by reference from Exhibit 4.2 toForm 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 Exhibit4.1 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 fromExhibit 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 fromExhibit 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 andrestated 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 Exhibit10.2 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 toForm 10-Q filed on April 30, 2013.) *

10.4 Convergys Corporation Supplemental Executive Retirement Plan amended effective February 20, 2007. (Incorporated by reference from Exhibit10.1 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 10.3to 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 Exhibit10.12 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 Form10-K filed on February 28, 2008.) *

10.8 Amendment to Convergys Corporation Executive Deferred Compensation Plan dated February 24, 2004. (Incorporated by reference from Exhibit10.25 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 Exhibit10.14 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 10.15to 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 toForm 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 Exhibit10.17 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 onNovember 6, 2013.) *

10.14 Convergys Corporation Annual Executive Incentive Plan, as Amended and Restated, Effective on February 2, 2012. (Incorporated by reference fromExhibit 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 onFebruary 28, 2014.) *

10.16 Amendment to Convergys Corporation Pension Plan (PPA Restatement) dated December 19, 2014. (Incorporated by reference from Exhibit 10.22 toForm 10-K filed on February 18, 2015.) *

10.17 2012 Form of Executive Officer Severance Agreement. (Incorporated by reference from Exhibit 10.4 to Form 10-Q filed on July 31, 2012.) *10.18 2012 Convergys Corporation Senior Executive Severance Pay Plan dated February 9, 2017. *10.19 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.) *10.20 2013 and 2014 Form of Time-Based Restricted Stock Unit Award Agreement (Incorporated by reference from Exhibit 10.1 to Form 10-Q filed on

April 30, 2013.) *

10.21 2013 and 2014 Form of Performance-Based Restricted Stock Unit Award Agreement (Incorporated by reference from Exhibit 10.2 to Form 10-Qfiled on April 30, 2013.) *

10.22 Form of Performance Restricted Stock Unit Award Agreement. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on January 28,2015.) *

10.23 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.)*

10.24 Trust Agreement, dated as of December 23, 2011, between Convergys Corporate and Fidelity Management Trust Company for the ConvergysCorporation 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.) *

10.25 First Amendment to Trust Agreement between Fidelity Management Trust Company and Convergys Corporation, dated as of January 27, 2017.*

10.26 Amended and Restated Letter Agreement, dated October 30, 2012, between the Company and Jeffrey H. Fox. (Incorporated by reference fromExhibit 10.42 to Form 10-K filed on February 21, 2013.) *

10.27 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 onApril 26, 2013.) *

10.28 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.)

10.29 Receivables Purchase Agreement, dated as of June 30, 2009, among Convergys Funding Inc. as Seller, Convergys Corporation as Servicer, NationalAssociation, 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.)

10.30 Amendment No. 1 to Receivables Purchase Agreement, dated as of June 29, 2010. (Incorporated by reference from Exhibit 10.1 to Form 10-Q filedon August 9, 2010.)

10.31 Amendment No. 2 to Receivables Purchase Agreement, dated as of June 20, 2011. (Incorporated by reference from Exhibit 10.30 to Form 10-K filedon February 23, 2016.)

10.32 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 onJune 29, 2011.)

10.33 Amendment No. 4 to Receivables Purchase Agreement, dated as of June 24, 2013. (Incorporated by reference from Exhibit 10.32 to Form 10-K filedon February 23, 2016.)

10.34 Amendment No. 5 to Receivables Purchase Agreement, dated as of January 6, 2014. (Incorporated by reference from Exhibit 10.46 to Form 10-Kfiled on February 28, 2014.)

10.35 Amendment No. 6 to Receivables Purchase Agreement, dated as of June 24, 2014. (Incorporated by reference from Exhibit 10.34 to Form 10-K filedon February 23, 2016.)

10.36 Amendment No. 7 to Receivables Purchase Agreement, dated as of March 13, 2015. (Incorporated by reference from Exhibit 10.1 to Form 8-K filedon March 16, 2015.)

10.37 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 June12, 2015.)

10.38 Amendment No. 9 to Receivables Purchase Agreement, dated as of December 2, 2016.

10.39 Amendment No. 10 to Receivables Purchase Agreement, dated as of January 4, 2017.

10.40 $650,000,000 Credit Agreement dated as of February 28, 2014 among Convergys Corporation, the Lenders from time to time party thereto, andCitibank, N.A., as Administrative Agent. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on March 3, 2014.)

10.41 Credit Agreement, dated as of January 11, 2017, by and among Convergys Corporation, the lenders party thereto, and Citibank, N.A., asAdministrative 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, Independent Registered Public accounting for the Company.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, 2016, filed on February 22,

2017, 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) theNotes 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 2016 Annual Report 23

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 bythe undersigned, thereunto duly authorized.

CONVERGYS CORPORATIONFebruary 22, 2017 By /s/ Andre S. Valentine

Andre S. ValentineChief 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 inthe capacities and on the date indicated.

Signature Title Date/s/ ANDREA J. AYERS Chief Executive Officer and Director (Principal Executive Officer) February 22, 2017Andrea J. Ayers /s/ ANDRE S. VALENTINE Chief Financial Officer (Principal Financial Officer) February 22, 2017Andre S. Valentine

/s/ TAYLOR C. GREENWALD Senior Vice President and Controller (Chief Accounting Officer) February 22, 2017Taylor 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 THOMAS L. MONAHAN III* Director Thomas L. Monahan III

RONALD L. NELSON* Director Ronald L. Nelson

RICHARD F. WALLMAN* Director Richard F. Wallman

*By: /s/ Andre S. Valentine February 22, 2017

Andre S. Valentineas attorney-in-fact

Convergys Corporation 2016 Annual Report 24

Exhibit 10.18

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 EligibleEmployee (as defined herein), unless specifically exempted as of the Effective Date, any and all prior policies, plans andarrangements (whether written or unwritten), including, but not limited to, the Convergys Corporation Severance Pay Plan adoptedby 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 aftertermination of employment directly by the Employer other than pursuant to an Employer retirement plan or arrangement or anyindividual employment, severance, or change of control arrangement between the Employer and the Employee. Notwithstanding theforegoing, individuals who were eligible for benefits under the 2008 Plan or the 2011 Plan on the Effective Date as a result of aqualifying termination of employment on or prior to the Effective Date shall be covered under the 2008 Plan or the 2011 Plan, asapplicable, and shall not be eligible to participate in, and shall not be eligible to receive any benefits under, the Plan. This Plan wasamended effective December 1, 2014 to reflect the change from letter grades to number grades for levels/roles as listed in SchedulesA and B in the Plan and was further amended effective February 9, 2017 with respect to the timing of severance payments to EligibleEmployees in Grade 12.

The adoption and continuation of the Plan are voluntary on the part of the Company and the Employer and are not intended tocreate any contract of employment. This Plan is a welfare plan under the Employee Retirement Income Security Act of 1974, asamended, and the regulations promulgated thereunder (“ERISA”). This Plan shall continue in effect until terminated by the Boardpursuant 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 andconditions of the Plan. The benefits of this Plan are designed to help terminated Eligible Employees economically during the periodimmediately following termination and while they seek alternative employment. It is not intended to imply that severance benefitswill be offered to any employee whose employment is terminated by voluntary resignation, for Cause as defined by the Plan, byretirement, 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 (unlessspecifically stated otherwise).

2.2 “ Cause ” shall mean the Employee has engaged in any of the following: (a) willful misconduct or gross negligence inthe performance of any of the Employee’s duties to the Company, which would reasonably be expected to result in a materialliability 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, breachof trust, violence or threats of violence or other significant offenses or acts; or (d) any willful failure to comply with any materialwritten rules, regulations, policies or procedures of the Company, including the Code of Business Conduct as amended from time totime.

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 ExchangeAct 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 votingsecurities of the Company entitled to vote generally in the election of directors (the “Outstanding Company VotingSecurities”); provided, however, that, for purposes of this Section 2.3, the following acquisitions shall not constitute aChange of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisitionby any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity which controls, iscontrolled by or is under common control with the Company or (4) any acquisition pursuant to a transaction that complieswith 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 toconstitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the datehereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least amajority of the directors then comprising the Incumbent Board shall be considered as though such individual was a memberof the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as aresult of an actual or threatened election contest with respect to the election or removal of directors or other actual orthreatened 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 transactioninvolving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of theCompany, 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 theindividuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the OutstandingCompany Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, morethan 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and thecombined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, fora non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such BusinessCombination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all orsubstantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the sameproportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stockand the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from suchBusiness Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from suchBusiness Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares ofcommon stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combinationor the combined voting power of the then-outstanding voting securities of such entity, except to the extent that suchownership 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 membersof the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for suchBusiness 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 ofSection 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 isclassified by an Employer as an employee for tax reporting of wages (which would not include those who are classified by theEmployer as independent contractors or those on the payroll of others who work for the Employer for a period of time), includingofficers, but not including (a) directors who are not otherwise employed by an Employer, (b) employees as classified on anEmployer’s payroll as temporary, seasonal, student, or part time, or (c) any employee whose employment is, or becomes, the subjectmatter of a collective bargaining agreement between employee representatives and the Employer unless such collective bargainingagreement expressly provides that such person is eligible for participation in the Plan. Any individual not treated as an employee fortax reporting of wages by an Employer, who subsequently is reclassified as an employee for tax reporting of wages, shall nonethelessbe 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 aspecific assignment or project, and “student” employee will mean any person hired on a temporary basis while actively enrolled as afull 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 allaffiliates 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’sbase salary or incentive compensation opportunity or the failure to pay the Employee such base salary or earned incentivecompensation amounts or, except, prior to a Change of Control, for across-the-board reductions that apply to employees of the sameor similar rank, title, or position generally, a material reduction in the aggregate level of the Employee’s benefits or the failure toprovide the Employee with any such benefits, (b) a material diminution to the Employee’s authorities, duties, responsibilities orreporting 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’sthen-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 curesuch event within 30 days after receipt of such written notice, and (z) the Employee resigns within 60 days of the conclusion of suchcure 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 ofSection 409A of the Code.

SECTION 3 PARTICIPATION

3.1 Eligibility . Each Employee is eligible to participate in this Plan if the Employee’s employment is terminated undercircumstances described in Section 3.2 (each, an “Eligible Employee”). Benefits will be paid hereunder only if the EligibleEmployee complies with Section 3.3.

3.2 Covered Events of Termination . An Employee for whom there is a Termination Date shall become an “EligibleEmployee” 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, andwithin 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 underthis Plan, in the event of a termination of employment by reason of (i) the Employee’s death or Disability, (ii) non-Causeperformance reasons, as determined by the Company in its sole discretion, provided that the Termination Date occurs prior to aChange of Control, or (iii) an asset divestiture or sale of a subsidiary.

3.3 Release Requirement; Return of Property . As a condition of receiving Severance Pay and any benefits pursuant to thisPlan, Eligible Employees must execute a Separation Agreement and General Release prepared by the Employer in its sole andabsolute 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 fromthe Eligible Employee’s employment and termination of employment (the “Release”). No payment shall be made to the EligibleEmployee under this Plan unless the Eligible Employee has signed and returned the Release to the Company and the Release hasbecome effective and irrevocable in accordance with its terms, no later than the date that is 55 calendar days following theTermination Date (the “Release Deadline”).

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

SECTION 4 BENEFITS

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

Schedule A:

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

Level/Role Cash 1 Equity

All participants

CEO/CFO

Pro-rated AIP 2

2 year Base Pay + 2 year target AIP 3

Terms and conditions of theapplicable plan documentsapply.

13 level (other than CEO/CFO) 1 year Base Pay + 1 year target AIP 3 12 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 premiumthat 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 theannual incentive for the year), based on actual Company performance during the entire fiscal year and without regard to any discretionary adjustments thathave the effect of reducing the amount of the annual incentive (other than discretionary adjustments applicable to all senior executives who did not terminateemployment), and assuming that any individual goals applicable to the Eligible Employee were satisfied at the “target” level, pro-rated based on the numberof 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 timethat 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-halfmonths 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.

Schedule B:

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

Level/Role Cash 1 EquityAll participants Pro-rated target AIP 2 Terms and conditions of the

applicable plan documentsapply.

CEO/CFO and other 13 level 2 year Base Pay + 2 year target AIP 3 12 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 premiumthat 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 inthe 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.

Schedule C:

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

Level ServiceAll 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 Dateoccurs.

4.2 Limitations of Benefits : This Plan is in lieu of any other severance, separation, termination or change of control planor program and not in addition to any amounts due under any other such plan, program or agreement between the Employer and anEmployee. The benefits payable hereunder will be reduced dollar for dollar for any amounts payable under any other sucharrangement to the extent consistent with Section 409A of the Code. Under no circumstances will an Employee who participates inthis 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.

4.3 Payment of Benefits . Except as otherwise provided in the applicable Schedule or in this Section 4.3, Severance Payprovided under this Plan shall be paid in a single lump sum on the first payroll date that occurs more than 6 months after theTermination Date, provided that the Eligible Employee has signed, returned to the Company and not revoked the Release pursuant tothe terms and conditions described in Section 3.3. Notwithstanding the foregoing, any Severance Pay provided to an EligibleEmployee in Grade 12 shall be paid as follows: (a) on the first payroll date that occurs more than ten business days after suchEligible Employee’s Release has become effective and irrevocable in accordance with its terms, the Company shall pay an amountequal to the lesser of (I) fifty percent (50%) of the total amount of Severance Pay to be provided to such Eligible Employee under theapplicable Schedule, or (II) the Section 409A Limit (as defined below); and (b) on the first payroll date that occurs more than 6months after the Termination Date (subject to the effectiveness and irrevocability of the Release pursuant to Section 3.3), theCompany shall pay the excess of (I) the total amount of Severance Pay to be provided to such Eligible Employee under theapplicable Schedule, over (II) the amount previously paid to the Eligible Employee pursuant to clause (a) of this sentence. Forpurposes of this Section 4.3, the “Section 409A Limit” means an amount equal to two times the lesser of (x) the Eligible Employee’sannualized compensation based on the annual rate of pay for the calendar year immediately preceding the calendar year in which theEligible Employee’s Termination Date occurs (or for the calendar year in which the Eligible Employee’s Termination Date occurs, ifthe Eligible Employee had no compensation from the Company for the immediately preceding calendar year), or (y) the maximumamount that may be taken into account under a qualified retirement plan pursuant to section 401(a)(17) of the Code for the calendaryear in which the Eligible Employee’s Termination Date occurs . Any payment under this Plan shall be net of (i) prior to a Change ofControl only, any outstanding loans, debts, travel advances, or charges for Company property that has not been returned by the datethat payment begins (provided that this shall apply only to payments that are exempt from or otherwise not deferred compensationsubject to Section 409A of the Code), and (ii) any tax withholding or other payroll deductions authorized by the Employee orrequired by federal, state, local or other applicable payroll laws. In the event of the Eligible Employee’s death prior to payment underthis 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 werereceived pursuant to this Plan or otherwise constitute a “parachute payment” (within the meaning of Section 280G(b)(2) of the Codeand the regulations promulgated thereunder) to or for the benefit of the Eligible Employee, whether paid or payable pursuant to thisPlan 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 shalldetermine whether to reduce any of the Severance Pay paid or payable pursuant to this Plan (the “Plan Payments”) , on a pro-ratabasis, so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as definedbelow). The Plan Payments shall be so reduced only if the Accounting Firm determines that the Eligible Employee would have agreater 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 PlanPayments were so reduced, the Eligible Employee shall receive all Plan Payments to which the Eligible Employee is entitledhereunder.

For purposes of this Plan: (i) “Parachute Value” of a Payment shall mean the present value as of the date of the change in theownership of effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within themeaning of Section 280G(b)(2) of the Code and the regulations promulgated thereunder) of the portion of such Payment thatconstitutes a “parachute payment” (within the meaning of Section 280G(b)(2) of the Code and the regulations promulgatedthereunder), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax willapply to such Payment; (ii) “Net After-Tax Amount” of a Payment shall mean the Parachute Value of a Payment net of all taxesimposed 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 taxableyear in which the Payment is made; and (iii) “Safe Harbor Amount” shall mean the maximum Parachute Value of all Payments thatthe Eligible Employee can receive without any Payments being subject to the Excise Tax.

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

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

4.6 Full Settlement . Following a Change in Control, the Company’s obligation to make the payments provided for in thisPlan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense orother claim, right or action that the Company may have against an Employee or others. In no event shall an Employee be obligated totake any action by way of mitigation of the amounts payable to such Employee under any of the provisions of this Plan.

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

SECTION 5 ADMINISTRATION

5.1 Plan 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, theCompensation and Benefits Committee shall be the Plan Administrator for all purposes. The Plan Administrator shall have authorityto control and manage the operation and administration of this Plan. The Plan Administrator may adopt such rules and regulationsand may make such decisions as it deems necessary or desirable for the proper administration of the Plan.

5.2 Plan Information . Benefit claims and questions regarding the Plan and the administration of the Plan should beaddressed 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. TheCompany’s General Counsel is the agent for service of legal process on the Plan. The Company’s Employer Identification Number is31-1598292. The plan number for this Plan is 506. The Plan is a severance pay plan with a calendar plan year.

5.3 Administrative Discretion . The Plan Administrator shall have complete discretion to interpret where necessary allprovisions 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 factualquestions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan andthe persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, thePlan 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 PlanAdministrator’s determination of the rights of any person hereunder shall be final and binding on all persons.

SECTION 6 CLAIMS PROCEDURES

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

6.2 Denial of Claim . If an Employee’s claim for benefits is wholly or partially denied by the Claims Administrator, awritten or e-mail notice of such decision shall be furnished by the Claims Administrator to the claimant within 90 days of receipt ofthe claim unless special circumstances require an extension of time for processing the claim (but the extension may not be for morethan 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 anexplanation 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 theclaimant’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. Ifcircumstances necessitate an extension of the 90-day period for decision on a claim, the Claims Administrator will notify theclaimant before the end of the initial 90-day period of the extension and when a decision is expected.

6.3 Claims Review Procedure . If an Employee who has been denied a claim files, within 60 days after its receipt of suchdenial, a written request for review, setting forth the alleged reasons why his or her claim was improperly denied, the PlanAdministrator shall fully and fairly review such decision and advise the claimant in writing of its decision and the reasons thereforwithin 60 days after the Plan Administrator receives such request for review. The claimant may also request in writing reasonableaccess 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 into account allcomments, documents, records and other information submitted by the claimant related to the claim, even if that information wassubmitted 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, butwritten notice thereof must be given to the claimant within the initial 60-day period of the special circumstances and the date theclaimant 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 copiesof, 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 procedureestablished by the Plan Administrator will be provided for the use and benefit of Employees who may choose to avail themselves ofsuch procedures, but compliance with the provisions of these claims and appeals procedures by an Employee will not be mandatoryfor 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 orother benefits to which such Employee claims entitlement.

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

SECTION 7 AMENDMENT AND TERMINATION OF PLAN

7.1 Employer’s Right to Amend or Terminate . The Employer reserves the right to amend or terminate this Plan at anytime, in whole or in part, with respect to any Eligible Employee who is not eligible for Severance Pay or benefits pursuant to Section3.2 of the Plan at that time. No amendment or termination of this Plan may be made that adversely affects the benefits to be providedto Employees hereunder within the 180-calendar-day period before a Change of Control, and the Plan may not be amended orterminated during the two-year period following a Change of Control.

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

7.3 Actions by Employer . Any action required by the Employer under this Section 7 may be by resolution of the Board ora 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 EligibleEmployees 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 thelatest annual report (Form 5500 series) filed by the Plan with the U.S. Department of Labor and available at the PublicDisclosure Room of the Pension and Welfare Benefit Administration.

(b) Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of thePlan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500series) 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 furnisheach 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 theoperation of the employee benefit Plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do soprudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any otherperson, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercisingyour 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, toobtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documentsor 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 benefitswhich 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 fiduciariesmisuse 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 youare 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 thisstatement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, youshould contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in yourtelephone 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 yourrights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

SECTION 9 GENERAL PROVISIONS

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

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

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

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

9.5 Non-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, interestor benefit receivable under this Plan, contrary to the foregoing provisions, or the levy of any attachment or similar processthereupon, shall be null and void and without effect.

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

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

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

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

9.10 Application of Section 409A of the Code . It is intended that the payments and benefits provided under the Plan willbe 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 itssuccessor will take any action that would be inconsistent with such intent. Although the Company will use its best efforts to avoidthe imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the payments and benefitsprovided 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 anyother individual claiming a benefit through an Employee) as a result of the Plan.

9.11 Successors 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 bypurchase, merger, consolidation, reorganization or otherwise) to all or substantially all the business and/or assets of the Company toexpressly 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 hereinbeforedefined 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 shallbe subject hereto, that no right or interest of any such person in this Plan shall be assignable or transferable in whole or in part,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.

Convergys Corporation has caused this instrument to be executed by its duly authorized officer as of February 9, 2017.

Convergys Corporation

By: Jarrod B. Pontius

Its: General Counsel & Chief Admin. Officer

    

Exhibit 10.25

FIRST AMENDMENT TO TRUST AGREEMENT BETWEENFIDELITY MANAGEMENT TRUST COMPANY AND

CONVERGYS CORPORATION

THIS FIRST AMENDMENT , dated and effective as of the twenty-seventh day of January, 2017, unless otherwise stated herein, byand between Fidelity Management Trust Company (the “Trustee”) and Convergys Corporation (the “Sponsor”);

WITNESSETH:

WHEREAS , the Trustee and the Sponsor heretofore entered into a Trust Agreement dated December 23, 2011, with regard to theConvergys Corporation Executive Deferred Compensation Plan and Convergys Corporation Deferred Compensation Plan for Non-EmployeeDirectors (the “Plan”); and

WHEREAS , the Sponsor has informed the Trustee that effective as of the close of the market (“Market Close”) on January 27,2017,the Convergys Corporation Shares (SAQJ) will be frozen to all transactions; and

WHEREAS , the Sponsor has notified the Trustee that, effective February 1, 2017 , the Sponsor wishes to convert ConvergysCorporation Shares (SAQJ) from share accounted stock trusteed by the Trustee to a hybrid stock which will consist of unfunded ConvergysCorporation Shares (UWXR) to be held apart from the Trust by the Sponsor and its transfer agent; and

WHEREAS , the Sponsor now desires, and hereby directs the Trustee, in accordance with Section 8(b) of the Trust Agreement andpursuant to the letter of direction provided by the Sponsor to the Trustee in writing dated January 5, 2017, to commence the reallocation of allparticipant balances held in Convergys Corporation Shares (SAQJ) at Market Close on January 31, 2017 (“Stock Reallocation”), inaccordance with the Trustee’s best practices in the marketplace, as acknowledged and understood by the Sponsor, and continuing until all ofthe Convergys Corporation Shares (SAQJ) are reallocated. The Sponsor further directs that upon completion of the reallocation of the lastorder, the Trustee shall return the Convergys Corporation Shares (SAQJ) held in the Trust to the Sponsor’s transfer agent. The parties heretoagree that the Trustee shall have no discretionary authority with respect to this reallocation directed by the Sponsor. Any variation from theprocedure described herein may be instituted only at the express written direction of the Sponsor; and

WHEREAS , the Trustee and the Sponsor now desire to amend said Trust Agreement as provided for in Section 14 thereof;

NOW THEREFORE , in consideration of the above premises, the Trustee and the Sponsor hereby amend the Trust Agreement by:

(1) EffectiveatMarketCloseonJanuary27,2017, amending Schedule C, Investment Options , to delete the following:

• Convergys Corporation Shares (frozen to new investments, except for reinvestment of dividends)

Andreplaceitwiththefollowing:

• Convergys Corporation Shares (SAQJ) (frozen to all transactions)

(2) Effective upon completion of the above-referenced Stock Reallocation , adding the following WHEREAS clause to theWHEREAS clause section of the Trust Agreement:

WHEREAS , the Sponsor wishes to continue the previously established trust for which the Trusteeserves as trustee that will continue to hold and invest the plan assets under the Plan, except for the Convergys CorporationShares (UWXR) which shall be held apart from the Trust by the Sponsor and its transfer agent, which are to be managed forthe exclusive benefit of Participants in the Plan and their beneficiaries, and the Trust and separately held ConvergysCorporation Shares (UWXR) shallform a part of the Plan; and

(3) Effectiveuponcompletionoftheabove-referencedStockReallocation, restating Section 1(ff), “ Sponsor Stock ”, in its entirety,as follows:

(ff) “Convergys Corporation Shares (UWXR)”

“Convergys Corporation Shares (UWXR)” shall mean the stock of the Sponsor held and maintained separately by theSponsor and its transfer agent.

(4) Effectiveuponcompletionoftheabove-referencedStockReallocation, deleting Section 1(gg), “ Stock Fund ”, in its entirety, andre-lettering all subsequent subsections accordingly.

(5) Effectiveuponcompletionoftheabove-referencedStockReallocation, restating Section 5(a), Selection of Investment Options ,in its entirety, as follows:

(a) Selection of Investment Options.

The Trustee shall have no responsibility for the selection of investment options under the Trust and shall not renderinvestment advice to any person in connection with the selection of such options. The parties acknowledge that the Sponsor iscapable of evaluating investment risks independently. The Sponsor affirms that at all times all decisions concerning the plan'sinvestment line-up or its investment strategies, including, but not limited to, evaluations of information provided by Trusteeor its affiliates, shall be made by exercising independent judgment.

(6) Effective upon completion of the above-referenced Stock Reallocation , restating Section 5(f), Sponsor Stock (frozen to newinvestments, except for reinvestment of dividends) , in its entirety, as follows:

(f) Convergys Corporation Shares (UWXR).

Plan investments in Convergys Corporation Shares (UWXR) shall be held separate from the Trust and processed inaccordance with separate operating procedures set forth in the Plan Administration Manual.

(7) Effective upon completion of the above-referenced Stock Reallocation , amending Schedule B, Fee Schedule , to restate the“Stock Administration Fee” and “Commission” sections, in their entirety, as follows:

Stock Administration Fee : To the extent that assets are invested in Cincinnati Bell Common Stock, .10% of such assets inthe Trust payable pro rata quarterly on the basis of such assets as of the calendar quarter's last valuation date, but no less than$10,000 per year nor more than $35,000 per year.

StockCommissions: FBSLLC shall be entitled to remuneration in the amount of no more than $0.029 commission on eachshare of Cincinnati Bell Common Stock. Any increase in such remuneration may be made only by written agreement betweenthe Sponsor and Trustee.

(8) Effectiveuponcompletionoftheabove-referencedStockReallocation, amending Schedule C, Investment Options , to delete thefollowing:

• Convergys Corporation Shares (SAQJ) (frozen to all transactions)

(9) Effectiveuponcompletionof theabove-referencedStockReallocation , amending Schedule C, Investment Options , to add thefollowing:

• Convergys Corporation Shares (UWXR) (held separately by the Sponsor and its transfer agent) (frozen to newinvestments, except for reinvestment of dividends)

IN WITNESS WHEREOF , the Trustee and the Sponsor have caused this First Amendment to be executed by their duly authorizedofficers effective as of the day and year first above written. By signing below, the undersigned represent that they are authorized to executethis document on behalf of the respective parties. Notwithstanding any contradictory provision of the agreement that this document amends,each party may rely without duty of inquiry on the foregoing representation.

CONVERGYS CORPORATIONFIDELITY MANAGEMENT TRUSTCOMPANY

By: /s/ Jarrod B. Pontius 1/24/2017 By: /s/ Greg Gardiner 1/25/2017 Authorized Signatory Date FMTC Authorized Signatory Date

Name: Jarrod B. Pontius Name: Greg Gardiner

Title: General Counsel and Chief Admin. Officer Title: Senior Vice President, Relationship Mgmt.

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Exhibit 10.38

ExecutionVersion

AMENDMENT NO. 9 TO RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 9 TO RECEIVABLES PURCHASE AGREEMENT, dated as of December 2, 2016 (this “Amendment”), but effective as of November 1, 2016 (the “EffectiveDate”), is among:

(a) Convergys Funding Inc., a Kentucky corporation ( “Seller”),

(b) Convergys Corporation, an Ohio corporation (“ Convergys ”), as initial Servicer and PerformanceGuarantor,

(c) Liberty Street Funding LLC, a Delaware limited liability company (“ LibertyStreet” or the “ Conduit”),

(d) The Bank of Nova Scotia (“ Scotiabank”), and its assigns hereunder (collectively, the “ ScotiabankCommittedPurchasers” and, together with Liberty Street, the “ ScotiabankGroup”),

(e) Wells Fargo Bank, N.A. (“ WellsFargo” and together with the Conduit and Scotiabank, the “ Purchasers”), successor by merger to Wachovia Bank, National Association,

(f) The Bank of Nova Scotia in its capacity as agent for the Scotiabank Group (the “ ScotiabankGroupAgent”), and

(g) Wells Fargo Bank, N.A. in its capacity as administrative agent for the Purchasers and the ScotiabankGroup Agent (in such capacity, together with its successors and assigns, the “ Administrative Agent” and, together with the ScotiabankGroup Agent, the “ Agents”).

PRELIMINARYSTATEMENT

Seller, Servicer, the Purchasers and the Agents are parties to that certain Receivables Purchase Agreement dated as of June30, 2009, as amended (the “Agreement” ). Capitalized terms used and not otherwise defined herein are used with the meaningsattributed thereto in the Agreement. The parties 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 goodand 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 heretohereby agree that the Agreement is hereby amended as follows:

1.1. Exhibit I to the Agreement is hereby amended to add the following new definitions in their appropriate alphabeticalorder:

“ForeignCurrencyReceivable”means any Receivable that is payable in a currency other than United Statesdollars.

“Permitted Foreign Currency Receivables”means Foreign Currency Receivables of which the aggregateOutstanding Balance is less than 5% of the aggregate Outstanding Balance of all Receivables.

1.2. Section 5.1(l) of the Agreement is hereby amended and restated in its entirety to read as follows:

(l) Collections . Except with respect to Permitted Foreign Currency Receivables, the conditions andrequirements set forth in Section 7.1(j) and Section 8.2 have at all times been satisfied and duly performed. Sellerrepresents and warrants that the names and addresses of all Collection Banks, together with the account numbers ofthe Collection Accounts of Seller at each Collection Bank and the post office box number of each Lock-Box, arelisted on Exhibit IV. Seller represents and warrants that Seller has not granted any Person, other than theAdministrative Agent as contemplated by this Agreement, dominion and control of any Lock-Box or CollectionAccount, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time orupon the occurrence of a future event. Notwithstanding the foregoing, Seller confirms that it has granted the Servicera right of access to the Lock-Boxes and Collection Accounts to the extent permitted in the Collection AccountAgreements.

1.3. Section 7.1(j) of the Agreement is hereby amended and restated in its entirety to read as follows:

(j) Collections . Such Seller Party will cause (1) at all times after the earlier date to occur of (A) July 31, 2009

and (B) the date of the initial purchase of a Receivables Interest hereunder, all proceeds from all Lock-Boxes to bedirectly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account tobe subject at all times to a Collection Account Agreement that is in full force and effect. At all times after the earlierdate to occur of (A) July 31, 2009 and (B) the date of the initial purchase of a Receivables Interest hereunder, in theevent any payments relating to Receivables (other than Permitted Foreign Currency Receivables) are remitted directlyto Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to aCollection Bank and deposited into a Collection Account within one (1) Business Days following receipt thereof, and,at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be held intrust for the exclusive benefit of the Agents and the Purchasers. At all times after the earlier date to occur of (A) July31, 2009 and (B) the date of the initial purchase of a Receivables Interest hereunder, Seller will maintain exclusiveownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Accountand shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time orupon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by thisAgreement and except that Seller may authorize the Servicer to make deposits to and withdrawals from the CollectionAccounts prior to delivery of the Collection Notices.

1.4. The first sentence of Section 8.2(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

At all times after the earlier date to occur of (A) July 31, 2009 and (B) the date of the initial purchase of aReceivables Interest hereunder, the Servicer will instruct all Obligors on Receivables (other than Permitted ForeignCurrency Receivables) to pay all Collections directly to a Lock-Box or Collection Account.

Representations and Warranties of Seller Parties

2. Effectiveness . This Amendment shall become effective as of the Effective Date upon receipt by the AdministrativeAgent of counterparts hereof, duly executed by each of the parties hereto and acknowledged by the Performance Guarantor. Except asexpressly amended hereby, the Agreement shall remain unaltered and in full force and effect.

3. Miscellaneous .

3.1. Bankruptcy Petition . Each of Seller, the Servicer, the Agents and the Purchasers hereby covenants and agrees that,prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of the Conduit, it will not instituteagainst, or join any other Person in instituting against, the Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidationproceedings or other similar proceeding under the laws of the United States or any state of the United States.

3.2. CHOICE OF LAW . THIS AMENDMENT (AND THE AGREEMENT AS AMENDED HEREBY) SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVINGEFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEWYORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO) EXCEPT TO THE EXTENT THAT THE PERFECTIONOF THE ADMINISTRATIVE AGENT’S OR PURCHASERS’ OWNERSHIP OF OR SECURITY INTEREST IN THE RECEIVABLESAND RELATED SECURITY OR REMEDIES IN RESPECT THEREOF ARE GOVERNED BY THE LAWS OF A JURISDICTIONOTHER THAN THE STATE OF NEW YORK.

3.3. 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 OFMANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT (ORTHE AGREEMENT AS AMENDED HEREBY), AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALLCLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT ANDIRREVOCABLY 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. NOTHINGHEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLERPARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINSTANY AGENT OR ANY PURCHASER OR ANY AFFILIATE OF ANY AGENT OR ANY PURCHASER INVOLVING, DIRECTLY ORINDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT (ORTHE AGREEMENT AS AMENDED HEREBY) SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN,NEW YORK.

3.4. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIALPROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OROTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENTEXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AMENDMENT (OR THE AGREEMENT AS AMENDED HEREBY) ORTHE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

3.5. Binding Effect . This Amendment shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and permitted assigns (including any trustee in bankruptcy).

3.6. Counterparts; Severability . This Amendment may be executed in any number of counterparts and by the differentparties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when takentogether shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Amendment byfacsimile or electronic mail attaching an image or .pdf of an executed counterpart shall be effective as delivery of a manually executedcounterpart of a signature page to this Amendment. Any provisions of this Amendment which are prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remainingprovisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisionin any other jurisdiction.

[SignaturePagesFollow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their dulyauthorized officers as of the date hereof.

CONVERGYS FUNDING INC., AS SELLER

By: /s/ David R. Wiedwald Name: David R. WiedwaldTitle: Treasurer

CONVERGYS CORPORATION, AS SERVICER AND PERFORMANCE GUARANTOR

By: /s/ David R. Wiedwald Name: David R. WiedwaldTitle: Treasurer

LIBERTY STREET FUNDING LLC

By: /s/ Jill A. Russo Name: Jill A. RussoTitle: Vice President

THE BANK OF NOVA SCOTIA, AS A COMMITTED PURCHASER AND AS SCOTIABANK GROUP AGENT

By: /s/ Diane Emanuel Name: Diane EmanuelTitle: Managing Director

WELLS FARGO BANK, N.A., INDIVIDUALLY AS A PURCHASER AND AS ADMINISTRATIVE AGENT

By: /s/ Isaac Washington Name: Isaac WashingtonTitle: Vice President

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Exhibit 10.39

ExecutionVersion

AMENDMENT NO. 10 TO RECEIVABLES PURCHASE AGREEMENT

THIS AMENDMENT NO. 10 TO RECEIVABLES PURCHASE AGREEMENT (this “ Amendment ” ), dated as ofJanuary 4, 2017 (the “EffectiveDate”), 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., New York Branch ( “BTMU”or a “Purchaser”),

(d) Gotham Funding Corporation, a Delaware corporation ( “Gotham”or the “Conduit”),

(e) Wells Fargo Bank, N.A. (“ Wells Fargo” or a “Purchaser” and together with BTMU, the “ Purchasers ”),successor by merger to Wachovia Bank, National Association, and

(f) Wells Fargo Bank, N.A. in its capacity as administrative agent for the Purchasers (in such capacity, together withits successors and assigns, the “ AdministrativeAgent”).

PRELIMINARYSTATEMENTS

Seller, Servicer, Liberty Street Funding LLC, The Bank of Nova Scotia, individually and as Scotiabank Group Agent, andWells Fargo Bank, N.A. (successor by merger to Wachovia Bank, National Association), individually and as Administrative Agent,were parties to that certain Receivables Purchase Agreement dated as of June 30, 2009, as amended (the “Agreement”). Capitalizedterms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

Immediately prior to effectiveness of this Amendment, Liberty Street Funding LLC and The Bank of Nova Scotia assigned allof their right, title and interest in and to the Agreement, the other Transaction Documents and the Receivable Interests to BTMU andGotham, and, accordingly 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 goodand 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 herebyagree that the Agreement is hereby amended in its entirety to read as set forth in Exhibit A hereto. For the avoidance of doubt,notwithstanding anything to the contrary contained in any prior amendment or amendments to the Agreement, the Agreement set forth inExhibitAhereto reflects the current agreement of the parties hereto as to all of the terms and provisions of the Agreement as of the EffectiveDate.

2. Representations and Warranties of Seller Parties . In order to induce the Administrative Agent and the Purchasersto enter into this Amendment, (i) each of the Seller Parties hereby represents and warrants to the Administrative Agent and the Purchasers, asto 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 andthe performance of its obligations hereunder and under the Agreement as amended hereby are within its corporate powers and authority andhave been duly authorized by all necessary corporate or limited liability company action on its part; (b) this Amendment has been dulyexecuted and delivered by such Seller Party; (c) this Amendment and the Agreement as amended hereby constitute the legally valid andbinding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, except as suchenforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rightsgenerally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (d) as of thedate 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 thedate hereof; and (e) as of the date hereof, and after giving effect to this Amendment, no event has occurred and is continuing, or would resultfrom 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 (i) receipt by theAdministrative Agent of counterparts hereof, duly executed by each of the parties hereto, (ii) receipt by the Administrative Agent ofcounterparts of the Gotham Group Fee Letter and the Wells Fargo Fee Letter, duly executed by the parties thereto, and receipt by each of theCommitted Purchasers in the accounts specified therein of their respective Upfront Fees, (iii) receipt by the Administrative Agent ofcounterparts of the Administrative Agent’s Fee Letter, duly executed by Seller and the Administrative Agent, and payment of theAdministrative Agent’s fee described therein, (iv) receipt by the Administrative Agent of a Secretary’s Certificate of the Seller certifying asto attached resolutions authorizing the execution, delivery and performance of the Agreement as amended hereby, attached copies of itsArticles of Incorporation and By-laws, as well as the incumbency and specimen signatures of its authorized officers, (v) receipt by BTMU ofreliance letters executed by Frost Brown Todd LLC and Spencer Fane Britt & Browney LLP with respect to all legal opinions delivered inconnection with the Transaction Documents, (vi) receipt by the Administrative Agent of a Secretary’s Certificate of the Servicer certifying asto attached resolutions authorizing the execution, delivery and performance of this Amendment, attached copies of its Articles ofIncorporation and By-laws, as well as the incumbency and specimen signatures of its authorized officers, and (vii) payment in full ofAdministrative Agent’s outstanding reasonable, documented legal fees incurred in connection with this Amendment and the documentsrequired to be delivered hereunder. 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 in fullforce and effect and unaltered except that references therein to “The Bank of Nova Scotia” shall be deemed to be references to the “GothamGroup.”

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5. Miscellaneous .

5.1. CHOICE OF LAW . THIS AMENDMENT (AND THE AGREEMENT AS AMENDED HEREBY) SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVINGEFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEWYORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO) EXCEPT TO THE EXTENT THAT THE PERFECTIONOF THE ADMINISTRATIVE AGENT’S OR PURCHASERS’ OWNERSHIP OF OR SECURITY INTEREST IN THE RECEIVABLESAND RELATED SECURITY OR REMEDIES IN RESPECT THEREOF ARE GOVERNED BY THE LAWS OF A JURISDICTIONOTHER 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 OFMANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT (ORTHE AGREEMENT AS AMENDED HEREBY), AND EACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALLCLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT ANDIRREVOCABLY 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. NOTHINGHEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLERPARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINSTANY AGENT OR ANY PURCHASER OR ANY AFFILIATE OF ANY AGENT OR ANY PURCHASER INVOLVING, DIRECTLY ORINDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT (ORTHE 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 JUDICIALPROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OROTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENTEXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AMENDMENT (OR THE AGREEMENT AS AMENDED HEREBY) ORTHE 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 theirrespective 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 differentparties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when takentogether shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Amendment byfacsimile or electronic mail attaching an image or .pdf of an executed counterpart shall be effective as delivery of a manually executedcounterpart of a signature page to this Amendment. Any provisions of this Amendment which are prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remainingprovisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisionin any other jurisdiction.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their dulyauthorized officers as of the date hereof.

CONVERGYS FUNDING INC., AS SELLER

By: /s/ David R. Wiedwald Name: David R. WiedwaldTitle: Treasurer

CONVERGYS CORPORATION, AS SERVICER AND PERFORMANCE GUARANTOR

By: /s/ David R. Wiedwald Name: David R. WiedwaldTitle: Treasurer

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, AS A COMMITTED PURCHASER AND ASGOTHAM GROUP AGENT

By: /s/ Richard Gregory Hurst Name: Richard Gregory HurstTitle: Managing Director

GOTHAM FUNDING CORPORATION, AS A PURCHASER

By: /s/ John L. Fridlington Name: John L. FridlingtonTitle: Vice President

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WELLS FARGO BANK, N.A., INDIVIDUALLY AS A COMMITTED PURCHASER AND AS ADMINISTRATIVE AGENT

By: /s/ Michael J. Landry Name: Michael J. LandryTitle: Vice President

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EXHBIT A TO AMENDMENT NO. 10

RECEIVABLES PURCHASE AGREEMENT

Dated as of June 30, 2009 as Restated in Amendment No. 10

among

Convergys Funding Inc., as Seller,

Convergys Corporation, as Servicer,

Wells Fargo Bank, N.A.

Gotham Funding Corporation

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch,Individually and as Gotham Group Agent

and

Wells Fargo Bank, N.A., as Administrative Agent

RECEIVABLES PURCHASE AGREEMENT

ThisReceivablesPurchaseAgreementdated as of June 30, 2009, is among:

(a) Convergys Funding Inc., a Kentucky corporation ( “Seller”),

(b) Convergys Corporation, an Ohio corporation ( “Convergys”), as initial Servicer,

(c) Gotham Funding Corporation, a Delaware corporation (together with its successors, “Gotham”or the“Conduit”),

(d) The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch ( “BTMU”and, together with its successors, the“GothamCommittedPurchaser”and, together with Gotham, the “GothamGroup”),

(e) Wells Fargo Bank, N.A. ( “WellsFargo”or a “Purchaser”),

(f) The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch , a Japanese bank acting through its New YorkBranch, in its capacity as agent for the Gotham Group (the “GothamGroupAgent”), and

(g) Wells Fargo Bank, N.A., in its capacity as administrative agent for the Gotham Group, Wells Fargo and theGotham Group Agent (in such capacity, together with its successors and assigns, the “AdministrativeAgent”and, togetherwith the Gotham Group Agent, the “Agents”).

Unlessdefinedelsewhereherein,capitalizedtermsusedinthisAgreementshallhavethemeaningsassignedtosuchtermsinExhibitIandifnotdefinedthereinshallhavethemeaningsassignedtheretointheapplicableReceivablesSaleAgreement.

PRELIMINARYSTATEMENTS

Seller desires to transfer and assign Receivables Interests to the Purchasers from time to time.

Wells Fargo shall purchase its Percentage of each Receivables Interest from Seller from time to time.

From time to time, the Conduit may, in its absolute and sole discretion, purchase its Percentage of each ReceivablesInterest from Seller, and in the event that the Conduit declines to make any such purchase or any portion of such purchase,the Gotham Committed Purchaser shall make such purchase. The Conduit has elected not to fund the portion of itsPercentage of the Receivables Interests equal to the Fixed Amount.

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The Bank of Tokyo-Mitsubishi UFJ, Ltd., a Japanese chartered bank acting through its New York Branch has beenrequested and is willing to act as Gotham Group Agent on behalf of the Gotham Group in accordance with the terms hereof.

Wells Fargo Bank, N.A. has been requested and is willing to act as Administrative Agent on behalf of the Purchasersin accordance with the terms hereof.

ARTICLE I.PURCHASE ARRANGEMENTS

Section 1.1 Purchase Facility .

(a) On the terms and subject to the conditions set forth in this Agreement, Seller may from time to time prior to theFacility Termination Date, sell Receivables Interests to the Purchasers by delivering (or causing Servicer to deliver, on Seller’sbehalf) a Purchase Notice to Wells Fargo and the Gotham Group Agent in accordance with Section 1.2. Upon receipt of a PurchaseNotice,

(i) Wells Fargo agrees to purchase its Percentage of such Receivables Interest, on the terms and subjectto the conditions hereof, providedthat at no time may the aggregate Invested Amount of Wells Fargo at any one timeoutstanding exceed the lesser of (A) the amount of Wells Fargo’s Commitment hereunder, and (B) Wells Fargo’sPercentage of the difference between the Net Pool Balance and the Required Reserves (such lesser amount, the“WellsFargoAllocationLimit”); and

(ii) the Gotham Group Agent shall determine whether the Conduit will purchase all or any portion ofits Percentage of such Receivables Interest, and in the event that the Conduit elects not to make any such purchase ofits Percentage of such Receivables Interest, in whole or in part, the Gotham Group Agent shall promptly notify Sellerand the Gotham Committed Purchaser of such fact, whereupon the Gotham Committed Purchaser agrees to purchasesuch Receivables Interest, on the terms and subject to the conditions hereof, providedthat at no time may theaggregate Invested Amount of the Gotham Group at any one time outstanding exceed the lesser of (A) the amount ofthe Gotham Committed Purchaser’s Commitment hereunder, and (B) the Gotham Group’s Percentage of thedifference between the Net Pool Balance and the Required Reserves (such lesser amount, the “GothamGroupAllocationLimit”). Gotham hereby notifies Seller and the Gotham Committed Purchaser that Gotham will not fundthe portion of its Percentage of any Receivables Interest equal to the Fixed Amount at such time.

In no event shall the Aggregate Invested Amount outstanding hereunder exceed the lesser of (A) the Purchase Limit and (B) thedifference between the Net Pool Balance and the Required Reserves. Each Committed Purchaser’s Commitment to Seller under thisAgreement shall

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terminate on the earlier to occur of (1) such Committed Purchaser’s Scheduled Termination Date and (2) the Facility TerminationDate.

(b) The Fixed Amount will initially be $0. The Fixed Amount, if any, will be designated by Seller from time to timepursuant to Purchase Notices delivered in accordance with Section 1.2; provided,however,in no event will the Fixed Amountexceed the Gotham Group Allocation Limit, and in no event will the Conduit or Wells Fargo fund any portion of the Fixed Amount.In the absence of any contrary advice from Seller (or Servicer, on Seller’s behalf), the parties will assume that the Fixed Amountremains unchanged.

(c) Seller may, upon at least 10 Business Days’ notice to the Agents and Wells Fargo, terminate in whole or reduce inpart, the unused portion of the Purchase Limit, provided that (i) each partial reduction of the unused Purchase Limit shall be in anaggregate amount equal to $2,000,000 or a larger integral multiple of $1,000,000, (ii) each such partial reduction shall reduce theunused portion of the Purchase Limit ratably between Wells Fargo and the Gotham Group in accordance with their respectivePercentages, and (iii) no such partial reduction may reduce the Purchase Limit to an amount less than $112,500,000.

Section 1.2 Increases . Seller (or Servicer, on Seller’s behalf) shall provide Wells Fargo and the Gotham Group Agent withnotice of each Incremental Purchase not later than 10:00 a.m. (New York City time) on the date of such Incremental Purchase in aform set forth as Exhibit II-A hereto for Wells Fargo and Exhibit II-B hereto for the Gotham Group (each, a “PurchaseNotice”).Each Purchase Notice shall be subject to Section 6.2 hereof and shall be irrevocable and shall specify the requested Purchase Price(which shall be at least $2,000,000 or a larger integral multiple of $100,000) and date of purchase (which shall be a Business Day)and, in the case of an Incremental Purchase to be funded by Wells Fargo and the Gotham Committed Purchaser, the requestedDiscount Rate and, in the case of the Gotham Committed Purchaser, the requested Tranche Period. For security purposes, the amountof Wells Fargo’s Percentage of each Incremental Purchase shall also be entered by a Seller Party into Wells Fargo’s online “C.E.O.portal” or funding may be delayed pending telephonic verification of such amount. Following receipt of a Purchase Notice, theGotham Group Agent will determine whether the Conduit agrees to make its purchase. If the Conduit declines to make a proposedpurchase, the Incremental Purchase of the Gotham Group’s Percentage of such Receivables Interest will be made by the GothamCommitted Purchaser. In the event that any Purchase Notice is delivered later than 12:00 noon. (New York City time) one (1)Business Day prior to the date of such Incremental Purchase, the Purchasers shall make such Incremental Purchase on a best-effortsbasis only. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI,the Conduit or the Gotham Committed Purchaser, as applicable, and Wells Fargo shall initiate a wire transfer to the Facility Account,of immediately available funds, no later than 2:00 p.m. (New York City time), in an amount equal to (i) in the case of the GothamGroup, its Percentage of the Purchase Price of the Receivables Interest then being purchased, (ii) in the case of the GothamCommitted Purchaser, the Fixed Amount and any other portion of the Gotham Group’s Percentage of the Receivables Interest thenbeing purchased that the Conduit elects not to fund, and (iii) in the case of Wells Fargo, its Percentage of the Purchase Price of theReceivables Interest then being purchased.

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Section 1.3 Decreases . Not later than (a) 9:15 a.m. (New York City time) on the date of any proposed reduction of theAggregate Invested Amount of $20,000,000-$80,000,000 in the aggregate, (b) 9:30 a.m. (New York City time) on the date of anyproposed reduction of the Aggregate Invested Amount of less than $20,000,000 in the aggregate, and (c) 11:00 a.m. (New York Citytime) on the Business Day prior to the date of any proposed reduction of the Aggregate Invested Amount of more than $80,000,000in the aggregate, Seller (or Servicer, on Seller’s behalf) shall provide Wells Fargo and the Gotham Group Agent with written notice(each, a “ReductionNotice”) specifying (i) the date upon which any such reduction of Aggregate Invested Amount shall occur, (ii)the amount of Aggregate Invested Amount to be reduced (the “AggregateReduction”), (iii) each of Wells Fargo’s and the GothamGroup’s Percentage of such Aggregate Reduction, which shall be applied ratably to Wells Fargo and the Gotham Group inaccordance with their respective Percentages; providedhowever,that no portion of the Aggregate Reduction shall be applied to theFixed Amount until the Conduit’s Invested Amount is reduced to $0. Only one (1) Reduction Notice shall be outstanding at anytime.

Section 1.4 Payment Requirements . (a) All amounts to be paid or deposited by any Seller Party pursuant to any provisionof this Agreement shall be paid or deposited in accordance with the terms hereof no later than 1:00 p.m. (New York City time) on theday when due in immediately available funds, and if not received by such time shall be deemed to be received on the nextsucceeding Business Day. If such amounts are payable to the Gotham Group Agent or to a member of the Gotham Group, they shallbe paid to account no. 310035147 at The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, ABA No. 026-009-632, AccountName: Gotham Funding Corporation, Reference: Convergys, until otherwise notified by the Gotham Group Agent (the “GothamAccount”). If such amounts are payable to the Administrative Agent or to Wells Fargo, they shall be paid to account no.2070482789126 at Wells Fargo Bank, N.A., ABA No. 053000219, Reference: Convergys Funding Inc., until otherwise notified byWells Fargo (the “WellsFargoAccount”). All computations of Yield, per annum fees hereunder (including, in the case of theConduit, per annum fees calculated as part of any CP Costs), and per annum fees under the Gotham Group Fee Letter or the WellsFargo Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereundershall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day. Afterdelivery of a Collection Notice, Collections transferred to the Administrative Agent from any Collection Bank shall be credited tothe Aggregate Unpaids on the Business Day following the date of receipt, subject to Section 2.4 hereof. All payments to be made bya Seller Party hereunder shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.

(b) Unless a Purchaser in the Gotham Group notifies the Gotham Group Agent prior to the date and time on which itis scheduled to fund a purchase that it does not intend to fund, the Gotham Group Agent may assume that such funding will be madeand may, but shall not be obligated to, make the amount of such purchase available to the intended recipient in reliance upon suchassumption. If such Purchaser has not in fact funded its purchase proceeds to the Gotham Group Agent, the recipient of suchpayment shall, on demand by the Gotham Group Agent, repay to the Gotham Group Agent the amount so made available togetherwith Yield

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thereon in respect of each day during the period commencing on the date such amount was so made available by the Gotham GroupAgent until the date the Gotham Group Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for suchday.

(c) If a Seller Party shall be required by any Requirement of Law to deduct any Taxes from or in respect of any sumpayable under any Transaction Document to any Agent or any Purchaser, (i) in the case of any Taxes other than Excluded Taxes, thesum payable shall be increased as necessary so that after making all required deductions, such Agent or such Purchaser, as the casemay be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Seller Party shallmake such deductions, (iii) such Seller Party shall pay the full amount deducted to the relevant taxation authority or otherGovernmental Authority in accordance with applicable Requirements of Law, and (iv) within 30 days after the date of such payment,such Seller Party shall furnish to the Administrative Agent (which shall forward the same to such Agent or such Purchaser) theoriginal or a certified copy of a receipt evidencing payment thereof, to the extent such receipt is issued therefor, or other writtenproof of payment thereof that is reasonably satisfactory to the Administrative Agent.

Section 1.5 Extension of the Conduit’s Liquidity Termination Date . Provided that no Amortization Event or PotentialAmortization Event has occurred, the Seller (or Servicer, on Seller’s behalf) may request an extension of the Liquidity TerminationDate by submitting a request for an extension (each, an “ ExtensionRequest”) to the Gotham Group Agent no more than 120 daysand not less than 30 days prior to the then current Liquidity Termination Date. Upon receipt of such an Extension Request, theGotham Group Agent shall notify the Gotham Group of the contents thereof and shall request each member of the Gotham Group toapprove the Extension Request. Each member of the Gotham Group approving the Extension Request shall deliver its writtenapproval to the Gotham Group Agent no later than thirty (30) days after the request (the “ ResponseDate”), whereupon the GothamGroup Agent shall notify the Administrative Agent, Wells Fargo and the Seller within one Business Day thereafter as to whether allmembers of the Gotham Group have approved the Extension Request. If all members of the Gotham Group have approved theExtension Request by the Response Date, the Conduit’s Liquidity Termination Date shall be extended to the date which is 364 daysfrom the current Liquidity Termination Date (such date, the “ ExtensionDate”). If the members of the Gotham Group do notunanimously agree to an Extension Request, the Seller (or Servicer, on Seller’s behalf) shall have the right to require the members ofthe Gotham Group to assign all, but not less than all, of their Commitments and all, but not less than all, of their outstandingAggregate Unpaids by entering into written assignment(s) with one or more Eligible Assignees (who shall, unless an AmortizationEvent or Potential Amortization Event shall exist and be continuing, be acceptable to Convergys, which consent shall not beunreasonably withheld or delayed) not later than the 10 th Business Day after such Eligible Assignee(s) are identified. Each suchassignment to an Eligible Assignee (including, if agreed by the members of the Gotham Group, to Wells Fargo) shall becomeeffective on the Business Day following execution and delivery of the applicable written assignment; providedthat the assigningPurchasers receive payment in full of their Aggregate Unpaids (it being understood that any breakage costs, expenses or otheramounts which would be owing to such Purchaser pursuant to any indemnification provision hereof shall be payable by the Seller).If the members of the Gotham

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Group do not unanimously agree to an Extension Request and the assignment to an Eligible Assignee does not occur as providedherein, the Liquidity Termination Date shall remain unchanged.

ARTICLE II.PAYMENTS AND COLLECTIONS

Section 2.1 Payments . Notwithstanding any limitation on recourse contained in this Agreement, Seller (or Servicer, onSeller’s behalf) shall immediately remit to each of Wells Fargo, for the account of itself, and the Gotham Group Agent, for theaccount of the Purchasers in the Gotham Group, when due, on a full recourse basis, all of the following (collectively, the“Obligations”):

(i) such fees as set forth in the Fee Letters,

(ii) all amounts payable as Yield (including all Yield accruing at the Default Rate),

(iii) all CP Costs,

(iv) all amounts payable as Deemed Collections (which shall be immediately due and payable by Seller and applied toreduce outstanding Aggregate Invested Amount hereunder in accordance with Sections 2.2 and 2.3 hereof),

(v) all amounts required pursuant to Section 2.6,

(vi) all amounts payable pursuant to Article X, if any,

(vii) all Servicer costs and expenses, including the Servicing Fee, in connection with servicing, administering andcollecting the Receivables, and

(viii) all Broken Funding Costs.

If Seller fails to pay any of the Obligations when due, Seller agrees to pay, on demand, the Default Rate in respect thereof until paid.Notwithstanding the foregoing, no provision of this Agreement or the Fee Letters shall require the payment or permit the collectionof any amounts hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any Collections or isdeemed to receive any Collections, Seller (or Servicer, on Seller’s behalf) shall immediately pay such Collections or DeemedCollections to the Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment,such Collections or Deemed Collections shall be held in trust by Seller for the exclusive benefit of the Purchasers and the Agents.For the avoidance of doubt, Collections payable to the Gotham Group’s Invested Amount which are not specifically directed to beapplied to the Fixed Amount, shall be applied first to the Invested Amount of the Conduit and to any Invested Amount of BTMU thatis not part of the Fixed Amount.

Section 2.2 Collections Prior to Amortization . Prior to the Amortization Date, any Collections and/or Deemed Collectionsreceived by the Servicer shall be set aside and held in

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trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section2.2. If on any Business Day prior to the Amortization Date, any Collections are received by the Servicer after payment of anyObligations that are then due and owing, Seller hereby requests and the Purchasers hereby agree to make, simultaneously with suchreceipt, a reinvestment (each, a “Reinvestment”) with that portion of the balance of each and every Collection received by theServicer that is part of any Receivables Interest, such that after giving effect to such Reinvestment, the amount of Invested Amountof such Receivables Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of InvestedAmount immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicershall remit to the Gotham Account and the Wells Fargo Account, as applicable, each of the Conduit’s and Wells Fargo’s respectivePercentage of the amounts set aside during the preceding Accrual Period that have not been subject to a Reinvestment and applysuch amounts (if not previously paid in accordance with Section 2.1) to reduce the Obligations. Once such Obligations shall bereduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Gotham Account andthe Wells Fargo Account, as applicable, no later than 12:00 noon (New York City time) to the extent required to fund the Conduit’sand Wells Fargo’s respective Percentages of any Aggregate Reduction on such Settlement Date and (ii) any balance remainingthereafter shall be remitted from the Servicer to Seller on such Settlement Date.

Section 2.3 Collections Following Amortization . On the Amortization Date and on each day thereafter, the Servicer shallset aside and hold in trust, for the holders of each Receivables Interest, any Collections and/or Deemed Collections received on suchday and an additional amount of the Seller’s funds for the payment of any accrued and unpaid Obligations owed by Seller and notpreviously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, the Servicer shall, at any time upon therequest from time to time by (or pursuant to standing instructions from) any Agent or Wells Fargo (i) remit to the Gotham Accountand the Wells Fargo Account, as applicable, the Conduit’s and Wells Fargo’s respective Percentages of the amounts set asidepursuant to the preceding sentence, and (ii) apply such amounts to reduce the Gotham Group’s and Wells Fargo’s Invested Amount,as applicable, associated with each such Receivables Interest and any other Aggregate Unpaids.

Section 2.4 Application of Collections . If there shall be insufficient funds on deposit for the Servicer to distribute funds inpayment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds:

first,to the payment of the Servicer’s reasonably and properly documented out-of-pocket costs and expenses inconnection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Convergys or one ofits Affiliates is not then acting as the Servicer,

second,to the reimbursement of the Administrative Agent’s costs of collection and enforcement of this Agreement,

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third,ratably to the payment of all accrued and unpaid fees under the Fee Letters, CP Costs and Yield (including yieldaccruing at the Default Rate),

fourth,for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate tothe payment of Servicer costs and expenses, including the Servicing Fee, when Convergys or one of its Affiliates is acting asthe Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations,

fifth,unless the Amortization Date has occurred or a Reduction Notice has been delivered, to the making of aReinvestment,

sixth,to the reduction of the Aggregate Invested Amount, ratably between Wells Fargo and the Gotham Group inaccordance with their respective Percentages (it being understood that no portion of such reduction shall be applied to theFixed Amount until the Conduit’s Invested Amount has been reduced to $0); and

seventh,after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.

Except as set forth in clause sixthabove, Collections applied to the payment of Aggregate Unpaids shall be distributed in accordancewith the aforementioned provisions, and, giving effect to each of the priorities set forth above in this Section 2.4, shall be sharedratably (within each priority) among the Agents and the Purchasers in accordance with the amount of such Aggregate Unpaids owingto each of them in respect of each such priority.

Section 2.5 Payment Rescission . No payment of any of the Aggregate Unpaids shall be considered paid or appliedhereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law orjudicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of anypayment or application so rescinded, returned or refunded, and shall promptly pay to Wells Fargo and the Gotham Group Agent (forapplication to the Person or Persons who suffered such rescission, return or refund), as applicable, the full amount thereof, plusinterest thereon at the Default Rate from the date of any such rescission, return or refunding.

Section 2.6 Maximum Receivables Interests and Invested Amount . Seller shall ensure that the Receivables Interests of thePurchasers shall at no time exceed in the aggregate 100% (any such excess, a “ ReceivablesInterestExcess”) and (ii) the aggregateInvested Amount of Wells Fargo shall at no time exceed the Wells Fargo Allocation Limit and the aggregate Invested Amount of theGotham Group shall at no time exceed the Gotham Group Allocation Limit (any such excess, an (“ InvestmentExcess”). If there isa Receivables Interest Excess or an Investment Excess, Seller shall pay to each of Wells Fargo and the Gotham Group Agent (to beallocated to the members of the Gotham Group by the Gotham Group Agent) within one (1) Business Day Wells Fargo’s and theConduit’s respective Percentage of such Receivables Interest Excess or Investment Excess, as applicable.

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ARTICLE III.CONDUIT FUNDING

Section 3.1 CP Costs . Seller shall pay CP Costs with respect to the Invested Amount associated with each ReceivablesInterest of the Conduit for each day that any Invested Amount in respect of such Receivables Interest is outstanding. EachReceivables Interest funded substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, basedupon the Percentage share the Invested Amount in respect of such Receivables Interest represents in relation to all assets held by theConduit and funded substantially with related Pooled Commercial Paper.

Section 3.2 CP Costs Payments . On each Settlement Date, Seller shall pay to the Gotham Group Agent (for the benefit ofthe Conduit) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the Invested Amount associated with allReceivables Interests of the Conduit for the immediately preceding Accrual Period in accordance with Article II.

Section 3.3. Calculation of CP Costs . Not later than the third (3 rd ) Business Day immediately preceding each SettlementDate, the Conduit shall calculate the aggregate amount of CP Costs allocated to the Invested Amount of its Receivables Interests forthe applicable Accrual Period and shall notify Seller in writing of such aggregate amount.

Section 3.4 Default Rate . From and after the occurrence of an Amortization Event and during the continuance thereof, allReceivables Interests funded by the Conduit shall accrue Yield at the Default Rate.

ARTICLE IV.COMMITTED PURCHASER FUNDING

Section 4.1 Committed Purchaser Funding . Subject to Section 4.5, for each day prior to the occurrence and during thecontinuance of an Amortization Event, each Receivables Interest shall accrue Yield (i) in the case of Wells Fargo, for each day priorto the occurrence of an Amortization Event, at LMIR or, solely if LMIR becomes unavailable or illegal as described in Section 4.5,the Alternate Base Rate, and (ii) in the case of the Gotham Committed Purchaser, for each day during its Tranche Period at either theLIBO Rate or the Alternate Base Rate, in each case in accordance with the terms and conditions hereof. Unless and until Seller givesnotice to the Gotham Group Agent of another Discount Rate in accordance with Section 4.4, the initial Discount Rate for anyReceivables Interest of the Gotham Committed Purchaser (whether purchased directly from Seller or transferred by the Conduit tothe Gotham Committed Purchaser pursuant to the terms and conditions of its Liquidity Agreement) shall be the Alternate Base Rate.Each Receivables Interest acquired by the Gotham Committed Purchaser by assignment from the Conduit shall be deemed to have anew Tranche Period commencing on the date of any such assignment.

Section 4.2 Yield Payments . On the Settlement Date for each Receivables Interest of a Committed Purchaser, Seller shallpay to, as applicable, Wells Fargo and the Gotham Group

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Agent (for the benefit of the Gotham Committed Purchaser) an aggregate amount equal to the accrued and unpaid Yield for theCalculation Period then most recently ended of each such Receivables Interest in accordance with Article II.

Section 4.3 Selection and Continuation of Tranche Periods .

(a) Seller (or Servicer, on Seller’s behalf) shall from time to time request Tranche Periods for the ReceivablesInterests of the Gotham Committed Purchaser, providedthat (i) in the absence of contrary instructions from Seller (or Servicer, onSeller’s behalf), each Tranche Period shall be presumed to roll for another Tranche Period with an identical duration to the currentTranche Period, (ii) there shall be not more than two (2) Tranche Periods outstanding at any one time, and (iii) the second of the twoTranche Periods outstanding at the same time shall mature on the same date as the first Tranche Period.

(b) Seller, Servicer (on Seller’s behalf) or the applicable Purchaser, upon notice to and consent by the other receivedat least three (3) Business Days prior to the end of a Tranche Period (the “TerminatingTranche”) for any Receivables Interest,may, effective on the last day of the Terminating Tranche: (i) divide any such Receivables Interest into multiple ReceivablesInterests, (ii) combine any such Receivables Interest with one or more other Receivables Interests that have a Terminating Trancheending on the same day as such Terminating Tranche or (iii) combine any such Receivables Interest with a new Receivables Interestto be purchased on the day such Terminating Tranche ends.

Section 4.4 Discount Rates . At all times prior to the occurrence and during the continuance of an Amortization Event, (a)LMIR shall be the Discount Rate applicable to Receivables Interests of Wells Fargo (unless LMIR becomes unavailable or illegal asspecified in Section 4.5, in which case the Discount Rate shall be the Alternate Base Rate), and (b) subject to Section 4.5, Seller mayselect the LIBO Rate or the Alternate Base Rate for each Receivables Interest of the Gotham Committed Purchaser. Seller shall by12:00 noon (New York City time) at least three (3) Business Days prior to the date such Discount Rate or Tranche Period change isto take effect, give the Gotham Group Agent irrevocable notice of the new Discount Rate or Tranche Period for the ReceivablesInterest associated with such Discount Rate. Until Seller gives notice to the Gotham Group Agent of another Discount Rate orTranche Period, the initial Discount Rate for any Receivables Interest purchased by the Gotham Committed Purchaser from Sellerpursuant to this Agreement or for any Receivables Interest transferred to the Gotham Committed Purchaser pursuant to the terms andconditions of the Liquidity Agreement, shall be the Alternate Base Rate with a Tranche Period ending on the date specified in clause(A) of the definition of “Settlement Date.” From and after the occurrence and during the continuation of an Amortization Event, thesole Discount Rate with respect to all Receivables Interests shall be the Default Rate.

Section 4.5 Suspension of the LIBO Rate or LMIR.

(a) If Wells Fargo determines, or if the Gotham Committed Purchaser notifies the Gotham Group Agent that it hasdetermined, that funding its Receivables Interests at, in the case

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of the Gotham Committed Purchaser, a LIBO Rate or, in the case of Wells Fargo, LMIR would violate any applicable law, rule,regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of atype and maturity appropriate to match-fund its Receivables Interests at LIBO Rate are not available or (ii) LIBO Rate or LMIR doesnot accurately reflect the cost of acquiring or maintaining a Receivables Interest at LIBO Rate or LMIR, then, as applicable, WellsFargo or, in the case of the Gotham Committed Purchaser, the Gotham Group Agent shall suspend the availability of LIBO Rate orLMIR, as the case may be, and require Seller to select the Alternate Base Rate for any of Wells Fargo’s Receivables Interests orReceivables Interests of the Gotham Group, as applicable, accruing Yield at LIBO Rate or LMIR.

(b) [Reserved].

Section 4.6 Default Rate . From and after the occurrence of an Amortization Event and during the continuance thereof, allReceivables Interests funded by the Committed Purchasers shall accrue Yield at the Default Rate.

ARTICLE V.REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of Seller Parties . Each of the Seller Parties hereby represents and warrants tothe Agents and the Purchasers, as to itself or on its own behalf, as applicable, as of the date hereof and as of the date of eachIncremental Purchase and the date of each Reinvestment that:

(a) Existence and Power . Such Seller Party is duly organized, validly existing and in good standing under the laws ofits state of organization. Such Seller Party is duly qualified to do business and is in good standing as a foreign corporation or limitedliability company, as applicable, and has and holds all corporate power and all governmental licenses, authorizations, consents andapprovals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to soqualify or so hold could not reasonably be expected to have a Material Adverse Effect.

(b) Power and Authority; Due Authorization, Execution and Delivery . The execution and delivery by such SellerParty of this Agreement and each other Transaction Document to which it is a party, the performance of its obligations hereunderand thereunder and the use of the proceeds of purchases made hereunder, are within its corporate powers and authority and havebeen duly authorized by all necessary corporate or limited liability company action on its part. This Agreement and each otherTransaction Document to which Seller Party is a party has been duly executed and delivered by such Seller Party.

(c) No Conflict . The execution and delivery by such Seller Party of this Agreement and each other TransactionDocument to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i)such Seller Party’s certificate or articles of organization or by-laws or limited liability company agreement, as applicable, (ii) anylaw, rule or regulation applicable to such Seller Party, (iii) any restrictions

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under any agreement, contract or instrument to which such Seller Party is a party or by which such Seller Party or any of its propertyis bound (other than any breach of confidentiality of any Contract which results solely from disclosure of the existence of suchContract in an Invoice or Related Security relating to such Contract and which does not impair, restrict or any way affect theobligation of the applicable Obligor thereunder, including, without limitation, obligation to pay a specified sum of moneythereunder), or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting such Seller Party or its property,and do not result in the creation or imposition of any Adverse Claim on its assets (except as created hereunder) except, in any case,where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transactioncontemplated hereby requires compliance with any bulk sales act or similar law.

(d) Governmental Authorization . Other than the filing of the financing statements required hereunder, noauthorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body isrequired for the due execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which itis a party and the performance of its obligations hereunder and thereunder.

(e) Litigation . There are no actions, suits or proceedings by or before any arbitrator or Governmental Authoritypending against or, to the knowledge of any Seller Party, threatened against or affecting any Seller Party or any of its Subsidiaries(i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably beexpected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the otherTransaction Documents.

(f) Binding Effect . This Agreement and each other Transaction Document to which such Seller Party is a partyconstitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with theirrespective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similarlaws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement issought in a proceeding in equity or at law).

(g) Accuracy of Information . All information (other than projections) heretofore furnished by such Seller Party or byany Responsible Officer of an Originator to any of the Agents or Purchasers for purposes of or in connection with this Agreement,any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafterfurnished by such Seller Party or any such Responsible Officer to any of the Agents or Purchasers will be, true and accurate in everymaterial respect on the date such information is stated or certified and does not and will not contain any material misstatement of factor omit to state a material fact or any fact necessary to make the statements contained therein not misleading. Servicer represents andwarrants that the data input by it in each Receivables Report is true and accurate in all material respects as of the last day covered bysuch Receivables Report.

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(h) Use of Proceeds . Such Seller Party will not use the proceeds of any purchase hereunder (i) for a purpose thatviolates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve Systemfrom time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities ExchangeAct of 1934, as amended.

(i) Good Title . Immediately prior to each purchase hereunder, Seller shall be the legal and beneficial owner of theReceivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the TransactionDocuments. Seller represents and warrants that there have been duly filed all financing statements or other similar instruments ordocuments necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership orsecurity interest in each Receivable, its Collections and the Related Security.

(j) Perfection . This Agreement, together with the filing of the financing statements contemplated hereby, is effectiveto, and shall, upon each purchase hereunder, transfer to the Administrative Agent for the benefit of the relevant Purchaser orPurchasers (and the Administrative Agent for the benefit of such Purchaser or Purchasers shall acquire from Seller) a valid andperfected first priority undivided Percentage ownership or security interest in each Receivable existing or hereafter arising and in theRelated Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the TransactionsDocuments. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC(or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Purchasers)ownership or security interest in the Receivables, the Related Security and the Collections.

(k) Places of Business and Locations of Records . The principal places of business and chief executive office of Sellerand the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of whichthe Agents and Wells Fargo have been notified in accordance with Section 7.2(a) in jurisdictions where all action required bySection 14.4(a) has been taken and completed. Seller’s Federal Employer Identification Number and Organizational IdentificationNumber are correctly set forth on Exhibit III.

(l) Collections . Except with respect to Permitted Foreign Currency Receivables, the conditions and requirements setforth in Section 7.1(j) and Section 8.2 have at all times been satisfied and duly performed. Seller represents and warrants that thenames and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Seller at eachCollection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. Seller represents and warrants thatSeller has not granted any Person, other than the Administrative Agent as contemplated by this Agreement, dominion and control ofany Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at afuture time or upon the occurrence of a future event. Notwithstanding the foregoing, Seller confirms that it has granted the Servicer aright of access to the Lock-Boxes and Collection Accounts to the extent permitted in the Collection Account Agreements.

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(m) Material Adverse Effect . Since December 31, 2015, no event has occurred that would have a Material AdverseEffect.

(n) Names . In the past five (5) years, such Seller Party has not used any corporate names, trade names or assumednames other than the name in which it has executed this Agreement.

(o) Ownership of Seller . Convergys and the Originators, collectively, own, directly or indirectly, 100% of the issuedand outstanding Equity Interest of all classes of Seller, free and clear of any Adverse Claim. There are no options, warrants or otherrights to acquire securities of Seller or similar rights or agreements pursuant to which Seller may be required to issue, sell,repurchase or redeem any of its membership interests.

(p) Volcker Rule; Investment Company Act; Other Restrictions . Such Seller Party (i) is not a “covered fund” underthe Volcker Rule and (ii) is not required to register as, an “investment company” within the meaning of the Investment Company Actof 1940, as amended, or any successor statute. In determining that such Seller Party is not a covered fund, such Seller Party does notrely solely on the exemption from the definition of “investment company” set forth in Section 3(c)(1) and/or 3(c)(7) of theInvestment Company Act of 1940. Such Seller Party is not subject to regulation under any law or regulation which limits its abilityto incur Indebtedness, other than Regulation X of the Board of Governors of the Federal Reserve System.

(q) Compliance with Law . Such Seller Party has complied in all respects with all applicable laws, rules, regulations,orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could notreasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does notcontravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating totruth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and nopart of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could notreasonably be expected to have a Material Adverse Effect.

(r) Compliance with Credit and Collection Policy . Seller has complied in all material respects with the Credit andCollection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit andCollection Policy.

(s) Payments to Applicable Originator . With respect to each Receivable transferred to Seller under the ReceivablesSale Agreements, Seller has given reasonably equivalent value to the applicable Originator in consideration therefor and suchtransfer was not made for or on account of an antecedent debt. No transfer by any Originator of any Receivable under its ReceivablesSale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), asamended.

(t) Enforceability of Contracts . Each Contract with respect to each Eligible Receivable is effective to create, and hascreated, a legal, valid and binding obligation of the

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related Obligor to pay the Outstanding Balance of the Eligible Receivable created thereunder and any accrued interest thereon,enforceable against the Obligor in accordance with its 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).

(u) Eligible Receivables . Each Receivable included in the Net Pool Balance as an Eligible Receivable was an EligibleReceivable on the date so included.

(v) Net Pool Balance . Such Seller Party has determined that, immediately after giving effect to each purchasehereunder, the Net Pool Balance is at least equal to the sum of (i) the Aggregate Invested Amount, plus (ii) the Required Reserves.

(w) Accounting . The manner in which Seller accounts for the transactions contemplated by this Agreement and theReceivables Sale Agreements does not jeopardize the true sale analysis.

(x) Financial Information . All balance sheets, all statements of income and of cash flow and all other financialinformation of Seller and each of Convergys and its Subsidiaries (other than projections) furnished to any of the Agents orPurchasers and described in Section 7.1 have been and will be prepared in accordance with GAAP consistently applied, and do orwill present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of theiroperations for the periods then ended; provided that unaudited financial statements of Seller and each of Convergys and itsSubsidiaries have been prepared without footnotes, without reliance on any physical inventory and are subject to year-endadjustments. Any projections furnished by Seller or by any Responsible Officer of an Originator to any of the Agents or Purchasersfor purposes of or in connection with this Agreement shall be, at the time so furnished, based upon estimates and assumptions statedtherein, all of which the Seller and the Originators believe to be reasonable and fair in light of conditions and facts known to theSeller and the Originators at such time and reflect the good faith, reasonable and fair estimates by the Seller and the Originators ofthe future performance of Seller and/or the Originators and the other information projected therein for the periods set forth therein.Projections listed on Schedule B have been prepared in good faith based upon assumptions believed by Convergys and itsSubsidiaries to be reasonable at the time made, it being understood that such Projections are subject to contingencies beyondConvergys or its Subsidiaries’ control and that actual results may vary materially from the Projections.

(y) ERISA . Each of Seller and each affiliate that is a member of the same Controlled Group as Seller is incompliance in all material respects with ERISA, and no lien exists in favor of the PBGC on any of the Receivables.

(z) Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions . Policies and procedures have beenimplemented and maintained by or on behalf of each Seller Party that are designed to ensure compliance by such Seller Party, itsSubsidiaries (if any), and such Seller Party’s or Subsidiary’s respective directors, officers, employees and agents with Anti-Corruption

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Laws and applicable Sanctions, giving due regard to the nature of such Person’s business and activities, and each Seller Party, itsSubsidiaries (if any) and to the knowledge of such Seller Party, their respective directors, officers, employees and agents acting inany capacity in connection with or directly benefitting from the receivables purchase facility established hereby, are in compliancewith Anti-Corruption Laws and applicable Sanctions, in each case in all material respects. Such Seller Party is not, nor is any of itsSubsidiaries (if any) or, to the knowledge of such Seller Party, is any of their respective directors, officers, employees, or agents thatwill act in any capacity in connection with or directly benefit from the receivables purchase facility established hereby, a SanctionedPerson, and such Seller Party is not, nor is any of its Subsidiaries, organized or resident in a Sanctioned Country. No part of theproceeds of any Purchase hereunder will be used directly or indirectly to fund any operations in, finance any investments or activitiesin, or make any payments to, a Sanctioned Person or in any Sanctioned Country in violation of Anti-Corruption Laws, Anti-MoneyLaundering Laws or applicable Sanctions.

(aa) Liquidity Coverage Ratio . The Seller has not issued, does not issue and will not issue during the term of thisAgreement (i) any obligations that (A) constitute asset-backed commercial paper, or (B) are securities required to be registered underthe Securities Act of 1933 (the “33Act”) or that may be offered for sale under Rule 144A or a similar exemption from registrationunder the 33 Act or the rules promulgated thereunder, or (ii) any other debt obligations or equity interests other than debt obligationssubstantially similar to the obligations of the Seller under this Agreement that are (A) issued to other banks or asset-backedcommercial paper conduits in privately negotiated transactions, and (B) subject to transfer restrictions substantially similar to therestrictions on assignment set forth in this Agreement.

Section 5.2 Gotham Committed Purchaser’s Representations and Warranties . The Gotham Committed Purchaser herebyrepresents and warrants to the Gotham Group Agent and the Conduit that:

(a) Existence and Power . The Gotham Committed Purchaser is a corporation or a banking association duly organized,validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all corporate powerto perform its obligations hereunder.

(b) No Conflict . The execution and delivery by the Gotham Committed Purchaser of this Agreement and theperformance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporateaction, do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws, (ii) any law, rule orregulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or any of itsproperty is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do notresult in the creation or imposition of any Adverse Claim on its assets. This Agreement has been duly authorized, executed anddelivered by the Gotham Committed Purchaser.

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(c) Governmental Authorization . No authorization or approval or other action by, and no notice to or filing with, anyGovernmental Authority or regulatory body is required for the due execution and delivery by the Gotham Committed Purchaser ofthis Agreement and the performance of its obligations hereunder.

(d) Binding Effect . This Agreement constitutes the legal, valid and binding obligation of the Gotham CommittedPurchaser enforceable against the Gotham Committed Purchaser in accordance with its terms, except as such enforcement may belimited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generallyand by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

ARTICLE VI.CONDITIONS OF PURCHASES

Section 6.1 Conditions Precedent to Initial Incremental Purchase . The initial Incremental Purchase of a ReceivablesInterest under this Agreement is subject to the conditions precedent that (a) the Administrative Agent shall have received on orbefore the date of such purchase those documents listed on Schedule B, and (b) each Agent and each of the Purchasers shall havereceived all fees and expenses required to be paid on such date pursuant to the terms of this Agreement, the applicable Fee Letter orotherwise.

Section 6.2 Conditions Precedent to All Incremental Purchases and Reinvestments . Each purchase of a ReceivablesInterest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase orReinvestment: (i) the Servicer shall have delivered to Wells Fargo and the Gotham Group Agent on or prior to the date of suchpurchase, in form and substance satisfactory to each of Wells Fargo and the Gotham Group Agent, all Receivables Reports as andwhen due under Section 8.5 and (ii) upon either Wells Fargo’s or the Gotham Group Agent’s reasonable request, the Servicer shallhave delivered to Wells Fargo and the Gotham Group Agent at least one (1) Business Day prior to such purchase or Reinvestment aninterim Receivables Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred;(c) the Agents and the Purchasers shall have received such other approvals, opinions or documents as it may reasonably request and(d) on the date of each such Incremental Purchase or Reinvestment, the following statements shall be true (and acceptance of theproceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statementsare then true):

(i) The representations and warranties set forth in Section 5.1 are true and correct in all respects on andas of the date of such Incremental Purchase or Reinvestment, as the case may be, as though made on and as of suchdate (except to the extent such representations and warranties expressly relate to an earlier date, in which case suchrepresentations and warranties were true and correct in all respects as of such earlier date), other than, in each case,any breach of any such representation or warranty that could not reasonably be expected to have a Material AdverseEffect;

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(ii) no event has occurred and is continuing, or would result from such Incremental Purchase orReinvestment, that will constitute an Amortization Event, and no event has occurred and is continuing, or wouldresult from such Incremental Purchase or Reinvestment, that would constitute a Potential Amortization Event;

(iii) the Aggregate Invested Amount does not exceed the Purchase Limit and the aggregate ReceivablesInterests do not exceed 100%; and

(iv) the conditions to each purchase set forth in Section 1.1(a) hereof shall have been satisfied.

It is expressly understood that each Reinvestment shall, unless otherwise directed by any Agent or any Purchaser, occurautomatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken onthe part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of suchReinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give riseto a right of Wells Fargo and the Gotham Group Agent, which right may be exercised at any time on demand of Wells Fargo or theGotham Group Agent, to rescind the related purchase and direct Seller to pay to Wells Fargo and to the Gotham Group Agent (forthe benefit of the Purchasers in the Gotham Group), their respective Percentages of the Collections prior to the Amortization Datethat shall have been applied to the affected Reinvestment.

ARTICLE VII.COVENANTS

Section 7.1 Affirmative Covenants of the Seller Parties . Until the date on which the Aggregate Unpaids have beenindefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party covenants for itself or on itsown behalf, as applicable:

(a) Financial Reporting . Such Seller Party will maintain, for itself and each of its Subsidiaries, a system ofaccounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Agents andWells Fargo:

(i) Annual Reporting . Within 90 days after the end of each fiscal year of Convergys, (A) the auditedannual consolidated financial statements of Convergys and its Subsidiaries required to be delivered under Section4.1(a)(i) of the Receivables Sale Agreements, together with (B) unaudited annual financial statements of Seller otherthan cash flow statements (it being agreed that the furnishing of the Convergys’ Annual Report on Form 10-K forsuch year containing such financial statements, as filed with the SEC and posted on the SEC’s website atwww.sec.gov , will satisfy the obligation to deliver such annual financials under this Section 7.1(a)(i)(A)).

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(ii) Quarterly Reporting . Within 45 days after the end of each fiscal quarter of Convergys, (A) thequarterly financial statements of Convergys and its Subsidiaries required to be delivered under Section 4.1(a)(ii) ofthe Receivables Sale Agreements, together with (B) unaudited quarterly financial statements of Seller other than cashflow statements (it being agreed that the furnishing of the Convergys’ Quarterly Report on Form 10-Q for suchquarter containing such financial statements, as filed with the SEC and posted on the SEC’s website at www.sec.gov ,will satisfy the obligation to deliver such quarterly financials under this Section 7.1(a)(ii)(A)).

(iii) Compliance Certificate . Together with the financial statements required hereunder, a compliancecertificate in substantially the form of Exhibit V signed by the applicable Seller Party’s Authorized Officer and datedthe date of such annual financial statements or such quarterly financial statements, as the case may be.

(iv) Shareholders Statements and Reports . Promptly upon the furnishing thereof to the shareholders ofConvergys, copies of all financial statements, reports and proxy statements so furnished.

(v) S.E.C. Filings . Promptly upon the filing thereof, copies of all registration statements (other thanany registration statements on Form S-8 or its equivalent) and any reports which Convergys files with the Securitiesand Exchange Commission.

(vi) Copies of Notices . Promptly upon its receipt of any notice, request for consent, financialstatements, certification, report or other communication under or in connection with any Transaction Document fromany Originator, the Performance Guarantor or any Collection Bank, copies of the same.

(vii) Other Information . Promptly, from time to time, such other information, documents, records orreports relating to the Receivables or the financial condition, operations, prospects or business of such Seller Party asany of the Agents or any Purchaser may from time to time reasonably request in order to protect the interests of theAgents and the Purchasers under or as contemplated by this Agreement, or to assist any Purchaser in complying withthe requirements of Article 122a(4) and (5) of the European Union Capital Requirements Directive if applicable tosuch Purchaser.

Information required to be delivered pursuant to clause (i), (ii), (iv) or (v) of this Section 7.1(a) shall be deemed to have beendelivered if such information, or one or more annual or quarterly reports containing such information, shall be available on thewebsite of the SEC at http://www.sec.gov . Subject to the immediately preceding sentence, so long as Wells Fargo or any or any ofits Affiliates is the Administrative Agent, materials required to be delivered pursuant to Section 7.1(a) shall be delivered to theAdministrative Agent in an electronic medium in a format

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acceptable to the Administrative Agent by email to isaac.washington@wellsfargo.com (or such other email address theAdministrative Agent may specify in writing to the Seller Parties from time to time).

(b) Notices . Such Seller Party will notify the Agents and Wells Fargo in writing of any of the followingpromptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respectthereto:

(i) Amortization Events or Potential Amortization Events . The occurrence of each Amortization Eventand each Potential Amortization Event hereunder, and the occurrence of a “Termination Event” or “PotentialTermination Event” (as defined in any of the Receivables Sale Agreements) by a statement of an Authorized Officerof such Seller Party.

(ii) Judgment and Proceedings . (A) (1) The entry of any judgment or decree against the Servicer orany of its respective Subsidiaries if the aggregate amount of all judgments and decrees outstanding against theServicer and its Subsidiaries exceeds $25,000,000 and (2) the institution of any litigation, arbitration proceeding orgovernmental proceeding against the Servicer which, individually or in the aggregate, could reasonably be expectedto have a Material Adverse Effect; and (B) the entry of any judgment or decree or the institution of any litigation,arbitration proceeding or governmental proceeding against Seller.

(iii) Material Adverse Effect . The occurrence of any event or condition that has had, or couldreasonably be expected to have, a Material Adverse Effect .

(iv) Defaults Under Other Agreements . The occurrence of a default or an event of default under anyother financing arrangement relating to a line of credit or Indebtedness in excess of $25 million in aggregate principalamount pursuant to which any Originator is a debtor or an obligor.

(v) Termination Date . The occurrence of the “TerminationDate”under and as defined in any of theReceivables Sale Agreements.

(c) Compliance with Laws and Preservation of Corporate Existence . Such Seller Party will comply in allrespects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it maybe subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. SuchSeller Party will preserve and maintain its corporate or limited liability company existence, rights, franchises and privilegesin the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign corporation or limitedliability company in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain orqualify could not reasonably be expected to have a Material Adverse Effect.

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(d) Audits . Such Seller Party will furnish to the Agents and Wells Fargo from time to time such informationwith respect to it and the Receivables as any of the Agents or Wells Fargo may reasonably request. Such Seller Party will,from time to time during regular business hours as requested by any of the Agents or Wells Fargo upon reasonable notice andat the sole cost of such Seller Party, permit each of the Agents and Wells Fargo, or their respective agents or representatives(and shall cause each Originator to permit each of the Agents and Wells Fargo or their respective agents or representatives):(i) to examine and make copies of and abstracts from all Records (other than the Excluded Contracts) in the possession orunder the control of such Person relating to the Receivables and the Related Security (other than the Excluded Contracts),including, without limitation, the related Contracts (other than Excluded Contracts) and the related Invoices, and (ii) to visitthe offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and todiscuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’sperformance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case,with any of the officers or employees of Seller or the Servicer having knowledge of such matters (each of the foregoingexaminations and visits, a “Review”); provided,however,that, except in connection with an Extension Request, so long as(A) no Amortization Event or Potential Amortization Event has occurred, and (B) the Review in any calendar year yielded nomaterial adverse findings, the Seller Parties shall only be responsible for the costs and expenses of one (1) Review in any onecalendar year.

(e) Keeping and Marking of Records and Books.

(i) The Servicer will (and will cause each Originator to) maintain and implement administrative andoperating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the eventof the destruction of the originals thereof), and keep and maintain all documents, books, records and other informationreasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequateto permit the immediate identification of each new Receivable and all Collections of and adjustments to each existingReceivable). The Servicer will (and will cause each Originator to) give each of the Agents and Wells Fargo notice ofany material change in the administrative and operating procedures referred to in the previous sentence.

(ii) Servicer will (and will cause each Originator to) (A) on or prior to the date hereof, mark its masterdata processing records and other books and records relating to the Receivables Interests with a legend, acceptable toeach of the Agents and Wells Fargo, describing the Receivables Interests and (B) upon the request of any of theAgents or Wells Fargo following the occurrence of an Amortization Event, deliver to the Administrative Agent allInvoices (including, without limitation, all multiple originals of any Invoice) relating to the Receivables.

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(f) Compliance with Contracts and Credit and Collection Policy . Such Seller Party will (and will cause eachOriginator to) timely and fully (i) perform and comply in all material respects with all provisions, covenants and otherpromises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all material respectswith the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g) Performance and Enforcement of Receivables Sale Agreements and Performance Undertaking . Seller will,and will require each of the Originators to, perform each of their respective obligations and undertakings under and pursuantto their respective Receivables Sale Agreements, will purchase Receivables thereunder in strict compliance with the termsthereof and will vigorously enforce the rights and remedies accorded to Seller under the Receivables Sale Agreements. Sellerwill take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agents and thePurchasers as assignees of Seller) under the Receivables Sale Agreements as any Agent or Wells Fargo may from time totime reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity,reimbursement or similar provision contained in any of the Receivables Sale Agreements. In addition, Seller will vigorouslyenforce the rights and remedies accorded to Seller under the Performance Undertaking.

(h) Ownership . Seller will (or will cause each Originator to) take all necessary action to (i) vest legal andequitable title to the Receivables, the Related Security and the Collections purchased under the Receivables Sale Agreementsirrevocably in Seller, free and clear of any Adverse Claims other than Adverse Claims in favor of the Administrative Agentand the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments ordocuments necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s interest insuch Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence theinterest of Seller therein as any Agent or Wells Fargo may reasonably request), and (ii) establish and maintain, in favor of theAdministrative Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided Percentage ownershipinterest (and/or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections to thefull extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of theAdministrative Agent for the benefit of the Purchasers (including, without limitation, the filing of all financing statements orother similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions toperfect the Administrative Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related Security andCollections and such other action to perfect, protect or more fully evidence the interest of the Administrative Agent for thebenefit of the Purchasers as any Agent or Wells Fargo may reasonably request).

(i) Separateness; Purchasers’ Reliance . Seller acknowledges that the Agents and the Purchasers are enteringinto the transactions contemplated by this Agreement in

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reliance upon Seller’s identity as a legal entity that is separate from each of the Originators, the Performance Guarantor andtheir respective other Affiliates (collectively, the “ConvergysGroup”). Therefore, from and after the date of execution anddelivery of this Agreement, Seller shall take all reasonable steps, including, without limitation, all steps that any Agent orWells Fargo may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make itmanifest to third parties that Seller is an entity with assets and liabilities distinct from those of the members of the ConvergysGroup thereof and not just a division thereof. Without limiting the generality of the foregoing and in addition to the othercovenants set forth herein, Seller will:

(A) conduct its own business in its own name and require that all full-time employees of Seller,if any, identify themselves as such and not as employees of any member of the Convergys Group (including,without limitation, by means of providing appropriate employees with business or identification cardsidentifying such employees as Seller’s employees);

(B) refrain from participating, directly or indirectly, in the management of any member of theConvergys Group;

(C) compensate all employees, consultants and agents directly, from Seller’s own funds, forservices provided to Seller by such employees, consultants and agents and, to the extent any employee,consultant or agent of Seller is also an employee, consultant or agent of a member of the Convergys Group,allocate the compensation of such employee, consultant or agent between Seller and the members of theConvergys Group on a basis that reflects the services rendered to Seller and the Convergys Group;

(D) clearly identify its offices (by signage or otherwise) as its offices and, if such office islocated in the offices of a member of the Convergys Group, Seller shall lease such office at a fair market rent;

(E) have separate stationery and invoices in its own name;

(F) conduct all transactions with the members of the Convergys Group strictly on an arm’s-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges)for items shared between Seller and the Convergys Group on the basis of actual use to the extent practicableand, to the extent such allocation is not practicable, on a basis reasonably related to actual use;

(G) at all times have a Board of Directors consisting of not less than three members, at leastone member of which is an Independent Director;

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(H) observe all corporate formalities as a distinct entity, and ensure that all corporate actionsrelating to (A) the selection, maintenance or replacement of the Independent Director, (B) the dissolution orliquidation of Seller or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy,insolvency, reorganization or similar proceeding involving Seller, are duly authorized by unanimous vote ofits Board of Directors (including the Independent Director);

(I) maintain Seller’s books and records separate from those of the members of the ConvergysGroup and otherwise readily identifiable as its own assets rather than assets of a member of the ConvergysGroup;

(J) prepare its financial statements separately from those of the Convergys Group and insurethat any consolidated financial statements of the Convergys Group (or any member thereof) that include Sellerand that are filed with the Securities and Exchange Commission or any other governmental agency have notesclearly stating that Seller is a separate legal entity and that its assets will be available first and foremost tosatisfy the claims of the creditors of Seller;

(K) except as herein specifically otherwise provided, maintain the funds or other assets ofSeller separate from, and not commingled with, those of the members of the Convergys Group and onlymaintain bank accounts or other depository accounts to which Seller alone is the account party, into whichSeller alone (or Servicer, on Seller’s behalf) makes deposits and from which Seller alone (or Servicer, onSeller’s behalf, or the Administrative Agent hereunder) has the power to make withdrawals;

(L) at all times be adequately capitalized in light of its contemplated business;

(M) hold itself out to the public under its own name as a legal entity separate and distinct fromthe members of the Convergys Group, and refrain from holding itself out as having agreed to pay, or as beingliable, primarily or secondarily, for, any obligations of the members of the Convergys Group;

(N) refrain from becoming liable as a guarantor or otherwise with respect to any Indebtednessor contractual obligation of any member of the Convergys Group;

(O) refrain from making loans, advances or otherwise extending credit to any of the membersof the Convergys Group;

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(P) refrain from making any payment or distribution of assets with respect to any obligation ofany member of the Convergys Group or granting an Adverse Claim on any of its assets to secure anyobligation of any member of the Convergys Group;

(Q) hold regular duly noticed meetings of its Board of Directors and make and retain minutesof such meetings;

(R) pay all of Seller’s operating expenses from Seller’s own assets (except for certain paymentsby a member of the Convergys Group or other Persons pursuant to allocation arrangements that comply withthe requirements of this Section 7.1(i));

(S) operate its business and activities such that: it does not engage in any business or activity ofany kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or otherundertaking, other than the transactions contemplated and authorized by this Agreement and the ReceivablesSale Agreements; and does not create, incur, guarantee, assume or suffer to exist any indebtedness or otherliabilities, whether direct or contingent, other than (1) as a result of the endorsement of negotiable instrumentsfor deposit or collection or similar transactions in the ordinary course of business, (2) the incurrence ofobligations under this Agreement, (3) the incurrence of obligations, except as expressly contemplated in theReceivables Sale Agreements, to make payment to the applicable Originator thereunder for the purchase ofReceivables from such Originator under the applicable Receivables Sale Agreement, and (4) the incurrence ofoperating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement;

(T) maintain its Organic Documents in conformity with this Agreement, such that it does notamend, restate, supplement or otherwise modify its Organic Documents in any respect that would impair itsability to comply with the terms or provisions of any of the Transaction Documents, including, withoutlimitation, this Section 7.1(i);

(U) maintain the effectiveness of, and continue to perform under the Receivables SaleAgreements and the Performance Undertaking, such that it does not amend, restate, supplement, cancel,terminate or otherwise modify any of the Receivables Sale Agreements or the Performance Undertaking, orgive any consent, waiver, directive or approval thereunder or waive any default, action, omission or breachunder any of the Receivables Sale Agreement or the Performance Undertaking or otherwise grant anyindulgence thereunder, without (in each case) the prior written consent of the Agents and Wells Fargo;

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(V) maintain its legal separateness such that it does not merge or consolidate with or into, orconvey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, andexcept as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafteracquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have,acquire, maintain or hold any interest in any Subsidiary;

(W) maintain at all times the Required Capital Amount (as defined in the CCM ReceivablesSale Agreement) and the Required Capital Amount (as defined in the Convergys Receivables Sale Agreement)and refrain from making any dividend, distribution, redemption of capital stock or payment of anysubordinated indebtedness which would cause the Required Capital Amount to cease to be so maintained; and

(X) take such other actions as are necessary on its part to ensure that the facts and assumptionsset forth in the opinion issued by Frost Brown Todd LLC, as counsel for Seller, in connection with the closingor initial Incremental Purchase under this Agreement and relating to substantive consolidation issues, and inthe certificates accompanying such opinion, remain true and correct in all material respects at all times.

(j) Collections . Such Seller Party will cause (1) all proceeds from all Lock-Boxes to be directly deposited by aCollection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to aCollection Account Agreement that is in full force and effect. In the event any payments relating to Receivables ( other thanPermitted Foreign Currency Receivables ) are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or willcause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within one (1)Business Day following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, willcause such payments to be held in trust for the exclusive benefit of the Agents and the Purchasers. Seller will maintainexclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and CollectionAccount and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time orupon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by this Agreementand except that Seller may authorize the Servicer to make deposits to and withdrawals from the Collection Accounts prior todelivery of the Collection Notices.

(k) Taxes . Such Seller Party will file all tax returns and reports required by law to be filed by it and willpromptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent orare being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance withGAAP shall have been set aside on its books. Seller will pay when due

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any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of anyof the Agents or Purchasers.

(l) Insurance . Seller will maintain in effect, or cause to be maintained in effect, at Seller’s own expense, suchcasualty and liability insurance as Seller shall deem appropriate in its good faith business judgment.

(m) Payment to Originators . With respect to any Receivable purchased by Seller from an Originator, such saleshall be effected under, and in strict compliance with the terms of, the Receivables Sale Agreements, including, withoutlimitation, the terms relating to the amount and timing of payments to be made to such Originator in respect of the purchaseprice for such Receivable.

Section 7.2 Negative Covenants of the Seller Parties . Until the date on which the Aggregate Unpaids have beenindefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party covenants for itself or on itsown behalf, as applicable:

(a) Name Change, Offices and Records . Such Seller Party will not change its name, identity or legal structure(within the meaning of Section 9-507(c) of any applicable enactment of the UCC) or relocate its chief executive office or anyoffice where Records are kept unless it shall have: (i) given the Agents and Wells Fargo at least forty-five (45) days’ priorwritten notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and otherdocuments reasonably requested by any of the Agents or Wells Fargo in connection with such change or relocation.

(b) Change in Payment Instructions to Obligors . Except as may be required by the Administrative Agentpursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a Collection Bank, or make any change inthe instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Agents andWells Fargo shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of suchaddition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided,however,that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions requiresuch Obligor to make payments to another existing Collection Account.

(c) Modifications to Contracts and Credit and Collection Policy . Such Seller Party will not, and will notpermit any Originator to, make any change to the Credit and Collection Policy that could adversely affect the collectibility ofthe Receivables or decrease the credit quality of any newly created Receivables in any material respect. Except as provided inSection 8.2(d) , no Seller Party will, or will permit any Originator to, extend, amend or otherwise modify the terms of anyReceivable or any Contract

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related thereto in any material respect other than in accordance with the Credit and Collection Policy.

(d) Sales, Liens . Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, orgrant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filingof any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to anyContract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive incomewith respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent and thePurchasers provided for herein), and Seller will defend the right, title and interest of the Agents and the Purchasers in, to andunder any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator.

(e) Net Pool Balance . At no time prior to the Amortization Date shall such Seller Party permit the Net PoolBalance to be less than an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the Required Reserves.

(f) Termination Date Determination . Seller will not designate the Termination Date (as defined in any of theReceivables Sale Agreements), or send any written notice to any Originator in respect thereof, without the prior writtenconsent of the Agents and Wells Fargo, except with respect to the occurrence of such Termination Date arising pursuant toSection 5.1(e) of any of the Receivables Sale Agreements.

(g) Restricted Junior Payments . From and after the occurrence of any Amortization Event, Seller will notmake any Restricted Junior Payment if, after giving effect thereto, Seller would fail to meet its obligations set forth in Section7.2(e).

(h) Seller Indebtedness . Seller will not incur or permit to exist any Indebtedness or liability on account ofdeposits except: (i) the Obligations, (ii) the Subordinated Loans (as defined in any of the Receivables Sale Agreements), and(iii) other current accounts payable arising in the ordinary course of business and not overdue.

(i) Prohibition on Additional Negative Pledges . Seller will not (and will not authorize any Originator to) enterinto or assume any agreement (other than this Agreement and the other Transaction Documents) prohibiting the creation orassumption of any Adverse Claim upon the Receivables, Collections or Related Security except as contemplated by theTransaction Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by the otherTransaction Documents. Seller will not (and will not authorize any Originator to) enter into or assume any agreementcreating any Adverse Claim upon the Subordinated Notes (as defined in the CCM Receivables Sale Agreement) or upon theSubordinated Notes (as defined in the Convergys Receivables Sale Agreement).

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ARTICLE VIII.ADMINISTRATION AND COLLECTION

Section 8.1 Designation of Servicer .

(a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 8.1. Convergys is hereby designated as, and hereby agrees toperform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence of anAmortization Event, the Agents and the Purchasers may at any time designate as Servicer any Person to succeed Convergys or anysuccessor Servicer.

(b) Convergys may delegate, and Convergys hereby advises the Purchasers and the Agents that it has delegated, to theOriginators, as sub-servicers of the Servicer, certain of its duties and responsibilities as Servicer hereunder in respect of theReceivables originated by such Originators. Without the prior written consent of Wells Fargo and the Gotham Group Agent, theServicer shall not be permitted to delegate any of its duties or responsibilities as Servicer to any Person other than (i) Seller, (ii) theOriginators, and (iii) with respect to certain charged-off Receivables, outside collection agencies in accordance with its customarypractices. Seller shall not be permitted to further delegate to any other Person any of the duties or responsibilities of Servicerdelegated to it by Convergys. If at any time following the occurrence of an Amortization Event, Wells Fargo and the Gotham GroupAgent shall designate as Servicer any Person other than Convergys, all duties and responsibilities theretofore delegated byConvergys to Seller or any Originator may, at the discretion of any of the Agents, be terminated forthwith on notice given by anyAgent or Wells Fargo to the other Agent or Wells Fargo, as applicable, Convergys and to Seller.

(c) Notwithstanding the foregoing subsection (b), (i) Servicer shall be and remain primarily liable to the Agents andthe Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agents andthe Purchasers shall be entitled to deal exclusively with Servicer in matters relating to the discharge by the Servicer of its duties andresponsibilities hereunder. The Agents and the Purchasers shall not be required to give notice, demand or other communication toany Person other than Servicer in order for communication to the Servicer and its sub-servicer or other delegate with respect theretoto be accomplished. Servicer, at all times that it is the Servicer, shall be responsible for providing any sub-servicer or other delegateof the Servicer with any notice given to the Servicer under this Agreement.

Section 8.2 Duties of Servicer .

(a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect eachReceivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, andin accordance with the Credit and Collection Policy.

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(b) The Servicer will instruct all Obligors on Receivables (other than Permitted Foreign Currency Receivables) to payall Collections directly to a Lock-Box or Collection Account. The Servicer shall effect a Collection Account Agreement substantiallyin the form of Exhibit VI with each bank party to a Collection Account at any time. In the case of any remittances received in anyLock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections orother proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to itas being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank aCollection Notice pursuant to Section 8.3, the Administrative Agent may request that the Servicer, and the Servicer thereuponpromptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary accountspecified by the Administrative Agent and, at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit, andshall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other thanCollections.

(c) The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II.The Servicer shall set aside and hold in trust for the account of Seller and the Purchasers their respective shares of the Collections (orsuch funds or other assets arising therefrom) in accordance with Article II. The Servicer shall, upon the request of any Agent orWells Fargo, segregate, in a manner acceptable to the Agents and Wells Fargo, all cash, checks and other instruments received by itfrom time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof inaccordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicershall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivablesset aside for the Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or withduly executed instruments of transfer.

(d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable oradjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof;provided,however,that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable orDefaulted Receivable or limit the rights of the Agents or the Purchasers under this Agreement. Notwithstanding anything to thecontrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commenceor settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

(e) The Servicer shall hold in trust for Seller and the Purchasers all Records that (i) evidence or relate to theReceivables, the related Contracts (other than Excluded Contracts), the related Invoices and Related Security (other than ExcludedContracts) or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of anyAgent, deliver or make available to the Administrative Agent all such Records (other than Excluded Contracts), at a place selectedby the Administrative Agent. The Servicer shall, as soon as practicable following receipt thereof turn over to Seller any cashcollections or other cash

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proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request ofany Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside for the Purchaserspursuant to Article II.

(f) Any payment by an Obligor in respect of any indebtedness owed by it to an Originator or Seller shall, except asotherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the AdministrativeAgent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of anyamounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 8.3 Collection Notices . The Administrative Agent is authorized at any time to date and to deliver to the CollectionBanks the Collection Notices if deemed necessary or advisable in the reasonable judgment of the Administrative Agent. Sellerhereby transfers to the Administrative Agent for the benefit of the Purchasers, effective when the Administrative Agent delivers suchnotice, the exclusive ownership and control of each Lock-Box and the Collection Accounts (it being understood that such transfershall not alter where Obligors direct payments or the manner in which Servicer accounts for the receipt of such payments). In caseany authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authoritybefore the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force.Seller hereby authorizes the Administrative Agent, and agrees that the Administrative Agent shall be entitled after the occurrence ofan Amortization Event to (i) endorse Seller’s name on checks and other instruments representing Collections, (ii) enforce theReceivables, the related Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to cause allcash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrative Agentrather than Seller.

Section 8.4 Responsibilities of Seller . Anything herein to the contrary notwithstanding, the exercise by the Agents and thePurchasers of their rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligationswith respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect toany Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

Section 8.5 Reports . The Servicer shall compile and complete the following reports based on information received by itfrom the Originators under the Receivables Sale Agreements and forward to the Agents -(i) on the 25 th day of each month or if suchdate is not a Business Day, the next Business Day (the “ MonthlyReportingDate”), and at such times as any Agent shall request(an “InterimReportingDate”), a Receivables Report and (ii) at such times as any Agent shall reasonably request, a listing byObligor of all Receivables together with an aging of such Receivables.

Section 8.6 Servicing Fees . In consideration of Convergys’s agreement to act as Servicer hereunder, the Purchasers herebyagree that, so long as Convergys shall continue to

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perform as Servicer hereunder, Seller shall pay over to Convergys a fee (the “ServicingFee”) on the first calendar day of eachmonth, in arrears for the immediately preceding month, equal to 1% per annum of the average aggregate Outstanding Balance of allReceivables during such period, as compensation for its servicing activities.

ARTICLE IX.AMORTIZATION EVENTS

Section 9.1 Amortization Events . The occurrence of any one or more of the following events shall constitute an“AmortizationEvent”:

(a) (i) Any Seller Party shall fail to make any payment or deposit of Invested Amount required under this Agreementor any other Transaction Document to which it is a party on or within one (1) Business Day after the date on which the same isrequired to be made, or (ii) any Seller Party shall fail to make any other payment or deposit required under this Agreement or anyother Transaction Documents to which it is a party on or within two (2) Business Days after the date on which the same is requiredto be made.

(b) Any Seller Party shall fail to perform or observe (i) any covenant contained in any provision of Section 7.2 , or (ii)any covenant contained in any provision of Section 8.5 and such failure (solely in the case of this clause (ii)) shall continue for one(1) Business Day.

(c) Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder(other than as referred to in another paragraph of this Section 9.1 ) or any other Transaction Document to which it is a party and suchfailure shall continue for ten (10) consecutive Business Days following the earlier to occur of (i) notice from any Agent or WellsFargo of such non-performance or non-observance, or (ii) the date on which a Responsible Officer of such Seller Party otherwisebecomes aware of such non-performance or non-observance.

(d) Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any otherTransaction Document or in any other document required to be delivered pursuant hereto or thereto shall prove to have beenincorrect or misleading when made or deemed made in any material respect; providedthatthe materiality threshold in thissubsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.

(e) (i) Seller shall default in the payment when due of any principal of or interest on any Indebtedness or shall fail toobserve or perform any other agreement or condition relating to any such Indebtedness and such default has not been waived by theapplicable lenders before the expiration of any applicable grace periods, or any other event or condition shall occur which results inan a default under any such Indebtedness; or (ii) any Originator shall default, or the Performance Guarantor or any of its Subsidiaries(other than an Originator or Seller) shall default, in the payment when due of any principal or of or interest on any MaterialIndebtedness or shall fail to observe or perform any other agreement or condition relating to any such Material Indebtedness andsuch default has not been waived by the applicable lenders before the

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expiration of any applicable grace periods; or any other event or condition shall occur which results in a default under any suchMaterial Indebtedness.

(f) (i) Any Seller Party, any Originator or any of their Subsidiaries shall generally not pay its debts as such debtsbecome due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit ofcreditors; or (ii) any proceeding shall be instituted by or against any Seller Party, any Originator or any of their Subsidiaries seekingto adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, reliefor composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and in the caseof any such proceeding instituted against (but not instituted by) it, either such proceeding shall remain undismissed or unstayed for aperiod of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief, orthe appointment of a receiver, trustee or other similar official for it or any substantial part of its property) shall occur or (iii) anySeller Party, any Originator or any of their Subsidiaries shall take any corporate action to authorize any of the actions set forth inclauses (i) or (ii) above in this subsection (f).

(g) Seller shall fail to comply with the terms of Section 2.6 hereof.

(h) (A) As at the end of any calendar month:

(i) the average of the Dilution Ratios for the three months then most recently ended shall exceed1.50%; or

(ii) the average of the Delinquency Ratios for the three months then most recently ended shall exceed3.00%; or

(iii) the average of the Default Ratios for the three months then most recently ended shall exceed 2.25%.

(i) A Change of Control or a Credit Agreement Change of Control shall occur.

(j) (i) One or more final judgments for the payment of money shall be entered against Seller in an amount of $15,325,or (ii) one or more final judgments for the payment of money in an aggregate amount in excess of $25,000,000 shall be enteredagainst the Servicer or any Originator (except, in each of the foregoing cases in clauses (i) and (ii), to the extent (x) covered byindependent third-party insurance as to which the insurer does not dispute coverage or (y) Seller, the Servicer or the applicableOriginator (as applicable) has been indemnified by a credit-worthy third party) and the same shall remain undischarged for a periodof 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgmentcreditor to attach or levy upon any assets of Seller, the Servicer or any Originator to enforce any such judgment.

(k) The “Termination Date” under and as defined in any of the Receivables Sale Agreements shall occur with respectto the applicable Originator or (ii) any Originator shall for

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any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables toSeller under any of the Receivables Sale Agreements to which such Originator is a party.

(l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to beeffective or to be the legally valid, binding and enforceable obligation of Seller, or any Obligor shall directly or indirectly contest inany manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of thePurchasers shall cease to have a valid and perfected first priority security interest in the Receivables, the Related Security and theCollections with respect thereto and the Collection Accounts.

(m) The Performance Guarantor shall fail to pay, upon demand, any amount required to be paid by it under thePerformance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding andenforceable obligation of Convergys, or Convergys shall directly or indirectly contest in any manner such effectiveness, validity,binding nature or enforceability or its liability for any amounts due thereunder.

(n) Any event shall occur which has, or could be reasonably expected to have, a Material Adverse Effect of the typesdescribed in clauses (iii) through (v) of the definition of “MaterialAdverseEffect”; providedthatsuch event shall not include anyevent that, but for a change in a numeric variable (whether of time, Percentage, amount or otherwise) with respect to such event,would result in an Amortization Event under another paragraph of this Section 9.1 .

(o) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code in an amount inexcess of $100,000 with regard to any of the Receivables or Related Security and such lien shall not have been released within ten(10) Business Days.

(p) (i) The PBGC shall file notice of a lien pursuant to Section 4068 of ERISA in an amount in excess of $100,000with regard to any of the Receivables or Related Security and such lien shall not have been released within ten (10) Business Days.

(q) Convergys shall permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, in each casefor the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant toSection 5.01 of the Convergys Credit Agreement, to be less than 4.0 to 1.0.

(r) Convergys shall permit the ratio of (a) Consolidated Total Debt at such time to (b) Consolidated EBITDA, in eachcase for the most recently ended period of four consecutive fiscal quarters for which financial statements have been deliveredpursuant to Section 5.01 of the Convergys Credit Agreement, to be greater than 3.00 to 1.00.

Section 9.2 Remedies . Upon the occurrence and during the continuation of an Amortization Event, the AdministrativeAgent may, and upon the direction of either Wells Fargo or the Gotham Group Agent, shall, take any of the following actions: (i)replace the Person then

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acting as Servicer, (ii) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur,without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party; provided,however, that upon the occurrence of an Amortization Event described in Section 9.1(f)(ii), or of an actual or deemed entry of anorder for relief with respect to any Seller Party under the Federal Bankruptcy Code, the Amortization Date shall automatically occur,without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller Party, (iii) to the fullestextent permitted by applicable law, declare that the Default Rate shall accrue with respect to any of the Aggregate Unpaidsoutstanding at such time, (iv) deliver the Collection Notices to the Collection Banks, and (v) notify Obligors of the Purchasers’interest in the Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all otherrights and remedies of the Agents and the Purchasers otherwise available under any other provision of this Agreement, by operationof law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remediesprovided under the UCC, all of which rights shall be cumulative.

ARTICLE X.INDEMNIFICATION

Section 10.1 Indemnities by the Seller . Without limiting any other rights that any Agent or any Purchaser may havehereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) each of the Agents, the Purchasersand their respective assigns, officers, directors, agents and employees (each an “IndemnifiedParty”) from and against any and alldamages, losses, claims, Taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees(which attorneys may be employees of such Agent or such Purchaser) and disbursements (all of the foregoing being collectivelyreferred to as “IndemnifiedAmounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement orthe acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables excluding,however,in all of theforegoing instances:

(a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that suchIndemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seekingindemnification;

(b) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible onaccount of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(c) Excluded Taxes;

provided,however,that nothing contained in this sentence shall limit the liability of Seller or limit the recourse of the Purchasers toSeller for amounts otherwise specifically provided to be paid by Seller under the terms of this Agreement. Without limiting thegenerality of the foregoing indemnification, Seller shall indemnify the Indemnified Parties for Indemnified Amounts (including,without limitation, losses in respect of uncollectible receivables, regardless

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of whether reimbursement therefor would constitute recourse to Seller) relating to or resulting from:

(i) any representation or warranty made by any Seller Party or any Originator (or any officers of anysuch Person) under or in connection with this Agreement, any other Transaction Document or any other informationor report required to be delivered by any such Person pursuant hereto or thereto, which shall have been false orincorrect when made or deemed made;

(ii) the failure by any Seller Party or any Originator to comply with any applicable law, rule orregulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable orContract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep orperform any of its obligations, express or implied, with respect to any Contract;

(iii) any failure of any Seller Party or any Originator to perform its duties, covenants or otherobligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv) any products liability, environmental liability, personal injury or damage suit, or other similarclaim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract orany Receivable;

(v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of theObligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or therelated Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordancewith its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable orthe furnishing or failure to furnish such merchandise or services;

(vi) any Other Taxes (and all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same),which may arise by reason of the Administrative Agent’s security interest in the Receivables, Collections, Lock-Boxes, Collection Accounts, Related Security, all other rights and payments relating to the Receivables, and allproceeds of the foregoing;

(vii) the commingling of Collections of Receivables at any time with other funds;

(viii) any investigation, litigation or proceeding related to or arising from this Agreement or any otherTransaction Document, the transactions contemplated

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hereby, the use of the proceeds of an Incremental Purchase or a Reinvestment, the ownership of the ReceivablesInterests or any other investigation, litigation or proceeding relating to any Seller Party or any Originator in which anyIndemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(ix) any inability to litigate any claim against any Obligor in respect of any Receivable as a result ofsuch Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise fromany legal action, suit or proceeding;

(x) any Amortization Event described in Section 9.1(f);

(xi) any failure of Seller to acquire and maintain legal and equitable title to, and ownership of anyReceivable and the Related Security and Collections with respect thereto from any Originator, free and clear of anyAdverse Claim (other than as created hereunder); or any failure of Seller to give reasonably equivalent value to theapplicable Originator under the applicable Receivables Sale Agreement in consideration of the transfer by suchOriginator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions orcommon law or equitable action;

(xii) any failure to vest and maintain vested in the Administrative Agent for the benefit of thePurchasers, or to transfer to the Administrative Agent for the benefit of the Purchasers, legal and equitable title to, andownership of, a first priority perfected undivided Percentage ownership interest (to the extent of the ReceivablesInterests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections,free and clear of any Adverse Claim (except as created by the Transaction Documents);

(xiii) the failure to have filed, or any delay in filing, financing statements or other similar instrumentsor documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable,the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of anyIncremental Purchase or Reinvestment or at any subsequent time;

(xiv) any action or omission by any Seller Party which reduces or impairs the rights of the Agents orthe Purchasers with respect to any Receivable or the value of any such Receivable;

(xv) any attempt by any Person to void any Incremental Purchase or Reinvestment hereunder understatutory provisions or common law or equitable action;

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(xvi) any breach of any confidentiality provision in any Contract resulting from execution and deliveryof this Agreement or any other Transaction Document, any of the transactions consummated pursuant to thisAgreement or any other Transaction Document, delivery of any information or report pursuant hereto or thereto, orany performance of obligations hereunder or thereunder; and

(xvii) the failure of any Receivable included in the calculation of the Net Pool Balance as an EligibleReceivable to be an Eligible Receivable at the time so included.

Section 10.2 Indemnities by the Servicer . Without limiting any other rights that any Agent or any Purchaser may havehereunder or under applicable law, Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party from andagainst any and all damages, losses, claims, Taxes, liabilities, costs, expenses and for all other amounts payable, including reasonableattorneys’ fees (which attorneys may be employees of such Agent or such Purchaser) and disbursements (all of the foregoing beingcollectively referred to as “ServicerIndemnifiedAmounts”) awarded against or incurred by any of them arising out of or as a resultof Servicer’s failure to duly and punctually perform its obligations under this Agreement excluding,however,in all of the foregoinginstances:

(a) Servicer Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds thatsuch Servicer Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Partyseeking indemnification;

(b) Servicer Indemnified Amounts to the extent the same includes losses in respect of Receivables that areuncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; and

(c) Excluded Taxes;

provided,however,that nothing contained in this sentence shall limit the liability of Servicer or limit the recourse of the Purchasersto Servicer for Collections received by the Servicer and required to be remitted by it under the terms of this Agreement. Withoutlimiting the generality of the foregoing indemnification, Servicer shall indemnify the Indemnified Parties for Servicer IndemnifiedAmounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement thereforwould constitute recourse to the Servicer) relating to or resulting from:

(i) any representation or warranty made by Servicer (or any officers of Servicer) under or in connectionwith this Agreement, any other Transaction Document or any other information or report delivered by any suchPerson pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

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(ii) the failure by Servicer to comply with any applicable law, rule or regulation with respect to thecollection of any Receivable or Related Security;

(iii) any failure of Servicer to perform its duties, covenants or other obligations in accordance with theprovisions of this Agreement or any other Transaction Document;

(iv) the commingling by the Servicer of Collections of Receivables or funds or other assets arisingtherefrom at any time with other funds;

(v) any investigation, litigation or proceeding relating to Servicer in which any Indemnified Partybecomes involved as a result of any of the transactions contemplated hereby;

(vi) any Amortization Event of the described in Section 9.1(f) with respect to Servicer;

(vii) any breach of any confidentiality provision in any Contract resulting from execution and deliveryof this Agreement or any other Transaction Document, any of the transactions consummated pursuant to thisAgreement or any other Transaction Document, delivery of any information or report pursuant hereto or thereto, orany performance of obligations hereunder or thereunder; and

(viii) any action or omission by Servicer relating to its obligations hereunder which reduces or impairsthe rights of the Agents or the Purchasers with respect to any Receivable or the value of any such Receivable.

Section 10.3 Increased Cost and Reduced Return . If after the date hereof, any Purchaser or any Funding Source shall becharged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including anyapplicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, orany change in the interpretation or administration thereof by the Financial Accounting Standards Board ( “FASB”), anyGovernmental Authority, any central bank or any comparable agency charged with the interpretation or administration thereof, orcompliance with any request or directive (whether or not having the force of law) of any such authority or agency: (i) that subjectssuch Purchaser to any charge or withholding on or with respect to this Agreement or such Purchaser’s obligations hereunder or anyFunding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations undera Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser of anyamounts payable hereunder or any Funding Source of any amounts payable under any Funding Agreement (except for changes in therate of Tax on the overall net income of such Purchaser or a Funding Source and Excluded Taxes) or (ii) that imposes, modifies ordeems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with orfor the account of Wells Fargo or a Funding Source, or credit extended by Wells Fargo pursuant to this Agreement or a Funding

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Source pursuant to Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to WellsFargo of performing its obligations hereunder or to a Funding Source of performing its obligations under a Funding Agreement, or toreduce the rate of return on Wells Fargo’s capital as a consequence of its obligations hereunder or a Funding Source’s capital as aconsequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by WellsFargo under this Agreement or a Funding Source under a Funding Agreement or to require any payment calculated by reference tothe amount of interests or loans held or interest received by it, then, upon demand by Wells Fargo or the Gotham Group Agent, asapplicable, Seller shall pay to Wells Fargo or the Gotham Group Agent, for the benefit of the relevant Funding Source, such amountscharged to Wells Fargo or such Funding Source or such amounts to otherwise compensate Wells Fargo or such Funding Source forsuch increased cost or such reduction. Notwithstanding the foregoing, no Funding Source that is not organized under the laws of theUnited States of America, or a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it hasdelivered to the Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Funding Source is entitled to receive payments under this Agreement withoutdeduction or withholding of any United States federal income Taxes.

Section 10.4 Taxes - Status of Purchasers; Refunds .

(a) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to paymentsmade under any Transaction Document shall deliver to the Seller and the Administrative Agent, at the time or timesreasonably requested by the Seller or the Administrative Agent, such properly completed and executed documentationreasonably requested by the Seller or the Administrative Agent as will permit such payments to be made without withholdingor at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Seller or the AdministrativeAgent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Seller or theAdministrative Agent as will enable the Seller or the Administrative Agent to determine whether or not such Purchaser issubject to backup withholding or information reporting requirements.

(b) Without limiting the generality of the foregoing,

(i) any Purchaser that is a US Person shall deliver to the Seller and the Administrative Agent on or prior to thedate on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon thereasonable request of the Seller or the Administrative Agent), executed copies of IRS Form W-9 certifying that suchPurchaser is exempt from U.S. federal backup withholding tax;

(ii) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Seller and theAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date onwhich such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon

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the reasonable request of the Seller or the Administrative Agent), whichever of the following is applicable:

(A) in the case of a Foreign Purchaser claiming the benefits of an income tax treaty to which theUnited States is a party (x) with respect to payments of interest under any Transaction Document, executedcopies of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Taxpursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments underany Transaction Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S.federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(B) executed copies of IRS Form W-8ECI;

(C) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interestunder Section 871(h) or Section 881(c) of the Code, (x) a “Certificate of Non-Bank Status for ForeignEntities” to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A)of the Code, a “10 percent shareholder” of the Seller within the meaning of Section 881(c)(3)(B) of the Code,or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed copies ofIRS Form W-8BEN-E; or

(D) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a Certificate of Non-Bank Status for Foreign Entities, IRS Form W-9, and/or other certification documents from each beneficialowner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirectpartners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser mayprovide a Certificate of Non-Bank Status for Foreign Entities on behalf of each such direct and indirectpartner; and

(E) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Seller and theAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the dateon which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafterupon the reasonable request of the Seller or the Administrative Agent), executed copies of any other formprescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholdingTax, duly completed, together with such supplementary documentation as may be prescribed by applicablelaw to permit the Seller or the Administrative Agent to determine the withholding or deduction required to bemade.

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Each Purchaser agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate inany respect, it shall update such form or certification or promptly notify the Seller and the Administrative Agent in writing ofits legal inability to do so.

(c) In the event that an additional payment is made under Section 1.4(c) for the account of any Recipient and suchRecipient, in its reasonable judgment, determines that it has finally and irrevocably received or been granted a credit againstor release or remission for, or repayment of, any tax paid or payable by it in respect of or calculated with reference to thededuction or withholding giving rise to such payment, such Recipient shall, to the extent that it determines that it can do sowithout prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Seller such amountas such Recipient shall, in its reasonable judgment, have determined to be attributable to such deduction or withholding andwhich will leave such Recipient (after such payment) in no worse position than it would have been in if the Seller had notbeen required to make such deduction or withholding. Nothing herein contained shall interfere with the right of a Recipient toarrange its tax affairs in whatever manner it thinks fit nor oblige any Recipient to claim any tax credit or to disclose anyinformation relating to its tax affairs or any computations in respect thereof or require any Recipient to do anything thatwould prejudice its ability to benefit from any other credits, reliefs, remissions or repayments to which it may be entitled.

Section 10.5 Costs, Expenses and Stamp Taxes . In addition to its obligations under the other provisions of this Agreement,Seller agrees to pay:

(a) Within 30 days after receipt of a written invoice therefor: all reasonable and documented out-of-pocket costs andexpenses incurred by the Administrative Agent in connection with (i) the negotiation, preparation, execution and delivery of thisAgreement and the other Transaction Documents, or (ii) the administration of the Transaction Documents prior to an AmortizationEvent including, without limitation, (A) the reasonable fees and expenses of counsel to the Administrative Agent incurred inconnection with any of the foregoing, and (B) subject to the limitations set forth in Section 7.1(d), the reasonable and documentedfees and expenses of independent accountants incurred in connection with any review of any Seller Party’s books and records eitherprior to or after the execution and delivery hereof;

(b) Within 30 days after receipt of a written invoice therefor: all reasonable and documented out-of-pocket costs andexpenses (including, without limitation, the reasonable fees and expenses of counsel and independent accountants) incurred by eachof the Purchasers and the Agents in connection with the negotiation, preparation, execution and delivery of any amendment orconsent to, or waiver of, any provision of the Transaction Documents which is requested or proposed by any Seller Party (whether ornot consummated), the administration of the Transaction Documents following an Amortization Event (or following a waiver of orconsent to any Amortization Event), or the enforcement by any of the foregoing Persons of, or any actual or claimed breach of, thisAgreement or any of the other Transaction Documents, including, without limitation, (i) the reasonable fees and expenses of counselto any of such Persons incurred in connection with any of the foregoing or in advising such Persons as to their respective rights andremedies under

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any of the Transaction Documents in connection with any of the foregoing, and (ii) subject to the limitations set forth in Section7.1(d), the reasonable fees and expenses of independent accountants incurred in connection with any review of any Seller Party’sbooks and records or valuation of the Receivables; and

(c) upon demand: all stamp and other similar or recording taxes and fees payable in connection with the execution,delivery, filing and recording of this Agreement or the other Transaction Documents ( “OtherTaxes”) (and Seller Parties jointlyand severally agree to indemnify each Indemnified Party against any liabilities with respect to or resulting from any unreasonabledelay in the payment of such taxes and fees by the Seller Parties or any omission by the Seller Parties to pay such taxes and feesupon demand).

Section 10.6 FATCA . If a payment made to any Agent or any Purchaser hereunder would be subject to U.S. federalwithholding Tax imposed by FATCA if such payee were to fail to comply with the applicable reporting requirements of FATCA(including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such payee shall deliver to the Seller at the timeor times prescribed by law and at such time or times reasonably requested by the Seller, such documentation prescribed byapplicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonablyrequested by the Seller as may be necessary for the Seller to comply with its obligations under FATCA and to determine that suchpayee has complied with such payee’s obligations under FATCA or to determine the amount to deduct and withhold from suchpayment. Solely for purposes of this Section 10.6, the term “FATCA”shall include any amendments made to FATCA after the dateof this Agreement.

ARTICLE XI.THE AGENTS

Section 11.1 Appointment .

(a) Each Purchaser and the Gotham Group Agent hereby irrevocably designates and appoints Wells Fargo Bank,N.A., as Administrative Agent hereunder, and authorizes the Administrative Agent to take such action on its behalf under theprovisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to theAdministrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidentalthereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have anyduties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser or the GothamGroup Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the AdministrativeAgent shall be read into this Agreement or otherwise exist against the Administrative Agent.

(b) Each of the Conduit and the Gotham Committed Purchaser hereby irrevocably designates and appoints BTMU asthe Gotham Group Agent hereunder, and authorizes the Gotham Group Agent to take such action on its behalf under the provisionsof this Agreement, the Gotham Group Fee Letter and the Liquidity Agreement and to exercise such powers and perform such dutiesas are expressly delegated to the Gotham Group Agent by the terms of this

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Agreement, if any, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to thecontrary elsewhere in this Agreement, the Gotham Group Fee Letter or the Liquidity Agreements, the Gotham Group Agent shall nothave any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, or otherAgent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Gotham Group Agentshall be read into this Agreement, the Gotham Group Fee Letter or the Liquidity Agreement or otherwise exist against the GothamGroup Agent.

(c) The provisions of this Article XI are solely for the benefit of the Agents and the Purchasers, and neither of theSeller Parties shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article XI, except thatthis Article XI shall not affect any obligations which any Agent or any Purchaser may have to either of the Seller Parties under theother provisions of this Agreement.

(d) In performing its functions and duties hereunder, the Administrative Agent shall act solely as the agent of thePurchasers and the Gotham Group Agent and does not assume nor shall be deemed to have assumed any obligation or relationship oftrust or agency with or for either of the Seller Parties or any of their respective successors and assigns. In performing its functionsand duties hereunder, the Gotham Group Agent shall act solely as the agent of the Conduit and the Gotham Committed Purchaser,and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for either of theSeller Parties, any other Purchaser, or Agent, or any of their respective successors and assigns.

Section 11.2 Delegation of Duties . Each Agent may execute any of its duties under the applicable Transaction Documentsby or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 11.3 Exculpatory Provisions . Neither any Agent nor any of its directors, officers, agents or employees shall be (i)liable for any action lawfully taken or omitted to be taken by it or them or any Person described in Section 11.2 under or inconnection with the Transaction Documents (except for its, their or such Person’s own bad faith, gross negligence or willfulmisconduct), or (ii) responsible in any manner to any of the Purchasers or other agents for any recitals, statements, representations orwarranties made by the Seller contained in any Transaction Document or in any certificate, report, statement or other documentreferred to or provided for in, or received under or in connection with, any Transaction Document or for the value, validity,effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith,or for any failure of either of the Seller Parties to perform its respective obligations hereunder, or for the satisfaction of any conditionspecified in Article VI, except receipt of items required to be delivered to such Agent. No Agent shall be under any obligation to anyPurchaser or other Agent to ascertain or to inquire as to the observance or performance of any of the agreements or covenantscontained in, or conditions of, any Transaction Document, or to inspect the properties, books or records of the Seller Parties.

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This Section 11.3 is intended solely to govern the relationship between each Agent, on the one hand, and the Purchasers on the other.

Section 11.4 Reliance by the Agents and the Purchasers .

(a) Each Agent and each Purchaser shall in all cases be entitled to rely, and shall be fully protected in relying, uponany note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made bythe proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the SellerParties), independent accountants and other experts selected by such Agent or such Purchaser. Each Agent shall in all cases be fullyjustified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewithunless it shall first receive such advice or concurrence of (i) in the case of the Administrative Agent, Wells Fargo and BTMU (exceptwhere another provision of this Agreement specifically authorizes the Administrative Agent to take action based on the instructionsof Wells Fargo or BTMU) or (ii) in the case of the Gotham Group Agent, the Conduit and the Gotham Committed Purchaser, or itshall first be indemnified to its satisfaction by the Gotham Committed Purchaser against any and all liability, cost and expense whichmay be incurred by it by reason of taking or continuing to take any such action.

(b) Any action taken by the Administrative Agent in accordance with Section 11.4(a) shall be binding upon allPurchasers and the Gotham Group Agent.

(c) The Gotham Group Agent shall determine with the Conduit and, as applicable, the Gotham Committed Purchaser,the number of such Persons which shall be required to request or direct the Gotham Group Agent to take action, or refrain fromtaking action, under this Agreement on behalf of such Persons and whether any consent of the rating agencies who rate the Conduit’sCommercial Paper is required (such Persons and, if applicable, rating agencies, a “VotingBlock”). The Gotham Group Agentshall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of itsappropriate Voting Block, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Conduitand the Gotham Committed Purchaser.

(d) Unless otherwise advised in writing by the Gotham Group Agent or by the Gotham Committed Purchaser, eachparty to this Agreement may assume that (i) the Gotham Group Agent is acting for the benefit of the Conduit and, as applicable, theGotham Committed Purchaser, as well as for the benefit of each permitted assignee from any such Person, and (ii) each action takenby the Gotham Group Agent has been duly authorized and approved by all necessary action on the part of its Voting Block. TheConduit (or, with the consent of all other Purchasers then existing, any other Purchaser in the Gotham Group) shall have the right todesignate a new Gotham Group Agent (which may be itself) to act on its behalf and on behalf of its assignees and transferees forpurposes of this Agreement by giving to the Agents and the Seller Parties written notice thereof signed by such Purchaser(s) and thenewly designated Gotham Group Agent. Such notice shall be effective when receipt thereof is acknowledged by

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the retiring Gotham Group Agent and the Seller Parties, which acknowledgments shall not be withheld or unreasonably delayed, andthereafter the party named as such therein shall be Gotham Group Agent for such Purchasers under this Agreement. The GothamGroup Agent and the Gotham Group shall agree amongst themselves as to the circumstances and procedures for removal andresignation of such Gotham Group Agent.

Section 11.5 Notice of Amortization Events . Neither any Agent nor any Purchaser shall be deemed to have knowledge ornotice of the occurrence of any Amortization Event or Potential Amortization Event unless it has received notice from another Agentor another Purchaser, as applicable, or a Seller Party referring to this Agreement, stating that an Amortization Event or PotentialAmortization Event has occurred hereunder and describing such Amortization Event or Potential Amortization Event. In the eventthat any Agent or any Purchaser receives such a notice, it shall promptly give notice thereof to the other Agent (in the case of theGotham Group Agent, to the members of the Gotham Group) and the other Purchasers, as applicable. The Administrative Agentshall take such action with respect to such Amortization Event or Potential Amortization Event as shall be directed by either WellsFargo and/or the Gotham Group Agent.

Section 11.6 Non-Reliance on the Agents and Other Purchasers . Each of the Purchasers expressly acknowledges thatneither any Agent, nor any of such Agent’s officers, directors, employees, agents, attorneys-in-fact or affiliates has made anyrepresentations or warranties to it and that no act by any Agent hereafter taken, including, without limitation, any review of theaffairs of the Seller Parties, shall be deemed to constitute any representation or warranty by such Agent. Each of the Purchasers alsorepresents and warrants to the Agents and the other Purchasers that it has, independently and without reliance upon any such Person(or any of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of andinvestigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the SellerParties and made its own decision to enter into this Agreement. Each of the Purchasers also represents that it will, independently andwithout reliance upon any Agent or any other Purchaser, and based on such documents and information as it shall deem appropriateat the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement,and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial andother condition and creditworthiness of the Seller Parties. Neither any Agent nor any Purchaser, nor any of their respective Affiliates,shall have any duty or responsibility to provide any party to this Agreement with any credit or other information concerning thebusiness, operations, property, prospects, financial and other condition or creditworthiness of the Seller Parties which may come intothe possession of such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates except thatthe Gotham Group Agent shall promptly distribute to the Conduit (and, as applicable, the Gotham Committed Purchaser), copies offinancial and other information expressly provided to the Gotham Group Agent by either of the Seller Parties pursuant to thisAgreement for distribution to the Agents and/or Purchasers.

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Section 11.7 Indemnification of Agents .

(a) Each Committed Purchaser agrees to indemnify the Administrative Agent and its officers, directors, employees,representatives and agents (to the extent not reimbursed by the Seller Parties and without limiting the obligation of the Seller Partiesto do so), ratably in accordance with their respective Percentages or Invested Amount, from and against any and all liabilities,obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever(including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent or such Person inconnection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the AdministrativeAgent in its capacity as Administrative Agent or such Person shall be designated a party thereto) that may at any time be imposed on,incurred by or asserted against the Administrative Agent or such Person as a result of, or arising out of, or in any way related to or byreason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any otherdocument furnished in connection herewith (but excluding any such liabilities, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursements resulting solely from the bad faith, gross negligence or willful misconduct of theAdministrative Agent or such Person as finally determined by a court of competent jurisdiction).

(b) The Gotham Committed Purchaser agrees to indemnify the Gotham Group Agent and its officers, directors,employees, representatives and agents (to the extent not reimbursed by the Seller and without limiting the obligation of the Seller todo so), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses ordisbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for the GothamGroup Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened,whether or not the Gotham Group Agent in its capacity as the Gotham Group Agent or such Person shall be designated a partythereto) that may at any time be imposed on, incurred by or asserted against the Gotham Group Agent or such Person as a result of,or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereunder or the execution, deliveryor performance of this Agreement or any other document furnished in connection herewith (but excluding any such liabilities,obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the badfaith, gross negligence or willful misconduct of the Gotham Group Agent or such Person as finally determined by a court ofcompetent jurisdiction).

Section 11.8 Agents in their Individual Capacities . Each of the Agents in its individual capacity and its affiliates maymake loans to, accept deposits from and generally engage in any kind of business with the Seller Parties and their Affiliates asthough such Agent were not an Agent hereunder. With respect to its Receivables Interests, if any, pursuant to this Agreement, eachAgent shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though it were notan Agent, and the terms “Purchaser” and “Purchasers” shall include each of the Agents in their individual capacities.

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Section 11.9 Successor Administrative Agent . The Administrative Agent, upon five (5) days’ notice to the Seller Parties,the Purchasers and the Gotham Group Agent, may voluntarily resign and may be removed at any time, with or without cause, byboth Wells Fargo and the Gotham Group Agent, whereupon BTMU shall become the successor Administrative Agent; provided,however,that Wells Fargo shall not voluntarily resign as the Administrative Agent so long as Wells Fargo’s Commitment remains ineffect or Wells Fargo has any outstanding Receivables Interests hereunder. Upon resignation or replacement of any AdministrativeAgent in accordance with this Section 11.9, the retiring Administrative Agent shall execute such UCC-3 assignments andamendments, and assignments and amendments of the Transaction Documents, as may be necessary to give effect to its replacementby a successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, theprovisions of Article X and this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it wasAdministrative Agent under this Agreement.

Section 11.10 Gotham Group Agent’s Conflict Waivers . BTMU or one of its Affiliates acts, or may in the future act, (i) asadministrative agent for the Conduit, (ii) as issuing and paying agent for the Conduit’s Commercial Paper, (iii) to provide credit orliquidity enhancement for the timely payment for the Conduit’s Commercial Paper and (iv) to provide other services from time totime for the Conduit (collectively, the “ BTMURoles”). Without limiting the generality of Sections 11.1 and 11.8, each of theAgents and the Purchasers hereby acknowledges and consents to any and all BTMU Roles and agrees that in connection with anyBTMU Role, BTMU, or such Affiliate may take, or refrain from taking, any action which it, in its discretion, deems appropriate,including, without limitation, in its role as administrative agent for the Conduit, the giving of notice to the Gotham CommittedPurchaser of a mandatory purchase pursuant to the Liquidity Agreement, and hereby acknowledges that neither BTMU nor any of itsAffiliates has any fiduciary duties hereunder to any Purchaser (other than the Conduit) or to the Gotham Committed Purchaserarising out of any BTMU Roles.

Section 11.11 UCC Filings . Each of the Purchasers hereby expressly recognizes and agrees that the Administrative Agentmay be designated as the secured party of record on the various UCC filings required to be made under this Agreement and the partyentitled to amend, release and terminate the UCC filings under the Receivable Sale Agreement in order to perfect their respectiveinterests in the Receivables, Collections and Related Security, that such designation shall be for administrative convenience only increating a record or nominee holder to take certain actions hereunder on behalf of the Purchasers and that such listing will not affectin any way the status of the Purchasers as the true parties in interest with respect to the Receivables Interests. In addition, such listingshall impose no duties on the Administrative Agent other than those expressly and specifically undertaken in accordance with thisArticle XI.

ARTICLE XII.ASSIGNMENTS; PARTICIPATIONS

Section 12.1 Assignments .

(a) Each of the parties hereto hereby agrees and consents to the complete or partial assignment by the Conduit of allor any portion of its rights under, interest in, title to and

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obligations under this Agreement to the Gotham Committed Purchaser pursuant to the Liquidity Agreement or to any other Person,and upon such assignment, the Conduit shall be released from its obligations so assigned. Further, each of the parties hereto herebyagrees that any assignee of the Conduit of this Agreement or all or any of the Receivables Interests of the Conduit shall have all ofthe rights and benefits under this Agreement as if the term “Conduit” explicitly referred to such party, and no such assignment shallin any way impair the rights and benefits of the Conduit hereunder.

(b) Any Committed Purchaser may at any time and from time to time assign to one or more Persons (each, an“AssigneeCommittedPurchaser”) all or any part of its rights and obligations under this Agreement and, in the case of the GothamCommitted Purchaser, under the Liquidity Agreement pursuant to an assignment agreement, substantially in the form set forth inExhibit VII hereto (the “AssignmentAgreement”) executed by such Assignee Committed Purchaser and such selling CommittedPurchaser. In the case of the Gotham Committed Purchaser, the consent of the Conduit shall be required prior to the effectiveness ofany such assignment by the Gotham Committed Purchaser. The consent of the Seller (which consent shall not be unreasonablywithheld or delayed) shall be required prior to the effectiveness of any such assignment other than to an existing CommittedPurchaser. Each assignee of a Committed Purchaser must have a short-term debt rating of A-1 or better by S&P and P-1 by Moody’sor a long term debt rating of “A” or better by S&P and “A2” or better by Moody’s, and each assignee of the Gotham CommittedPurchaser must agree to deliver to the Gotham Group Agent, promptly following any request therefor by the Gotham Group Agentor the Conduit, an enforceability opinion in form and substance satisfactory to the Gotham Group Agent and the Conduit. Upondelivery of the executed Assignment Agreement to the Administrative Agent and, in the case of the assignment by the GothamCommitted Purchaser, to the Gotham Group Agent, such selling Committed Purchaser shall be released from its obligationshereunder (and in the case of the Gotham Committed Purchaser, under the Liquidity Agreement) to the extent of such assignment.Thereafter the Assignee Committed Purchaser shall for all purposes be a Committed Purchaser party to this Agreement and shallhave all the rights and obligations of a Committed Purchaser under this Agreement (and in the case of the Gotham CommittedPurchaser, under the Liquidity Agreement) to the same extent as if it were an original party hereto and thereto, and no furtherconsent or action by Seller, the Committed Purchasers or the Agents shall be required.

(c) The Gotham Committed Purchaser agrees that in the event it suffers a Downgrading Event, the DowngradedCommitted Purchaser shall be obliged, at the request of the Conduit or the Gotham Group Agent, to assign all of its rights andobligations hereunder and under the Liquidity Agreement to another funding entity nominated by the Gotham Group Agent andreasonably acceptable to the Conduit that is willing to participate in this Agreement and the Liquidity Agreement through theapplicable Liquidity Termination Date in the place of the Downgraded Committed Purchaser; providedthat the DowngradedCommitted Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such DowngradedCommitted Purchaser’s Invested Amount and accrued and unpaid Yield, fees and other costs and expenses payable in respect of itsinvestment in the Receivables Interests.

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(d) Neither Seller nor the Servicer shall have the right to assign its rights or obligations under this Agreement withoutthe consent of all of the Purchasers.

Section 12.2 Participations . Any Committed Purchaser may, in the ordinary course of its business at any time sell to oneor more Persons (each a “Participant”) participating interests in its Commitment and its investment in the Receivables Interests.Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, such Committed Purchaser’srights and obligations under this Agreement shall remain unchanged, such Committed Purchaser shall remain solely responsible forthe performance of its obligations hereunder, and each of the parties hereto shall continue to deal solely and directly with suchCommitted Purchaser in connection with such Committed Purchaser’s rights and obligations under this Agreement. Each CommittedPurchaser agrees that any agreement between such Committed Purchaser and any such Participant in respect of such participatinginterest shall not restrict such Committed Purchaser’s right to agree to any amendment, supplement, waiver or modification to thisAgreement, except for any amendment, supplement, waiver or modification described in Section 14.1(b)(i).

ARTICLE XIII.[RESERVED].

ARTICLE XIV.MISCELLANEOUS

Section 14.1 Waivers and Amendments .

(a) No failure or delay on the part of any Agent or any Purchaser in exercising any power, right or remedy under thisAgreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude anyother further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall becumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in thespecific instance and for the specific purpose for which given.

(b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing inaccordance with the provisions of this Section 14.1(b). This Agreement and the provisions hereof may only be amended,supplemented, modified or waived in a writing signed by each of the parties hereto.

Notwithstanding the foregoing, (i) without the consent of the Committed Purchasers, but with the consent of Seller, the Agents mayamend this Agreement solely to add additional Persons as Committed Purchasers hereunder and (ii) the Agents, the CommittedPurchasers and the Conduit may enter into amendments to modify any of the terms or provisions of Article XI, Article XII, orSection 14.13 of this Agreement without the consent of any Seller Party, provided that such amendment has no negative impact uponthe Seller or the Servicer. Any modification or waiver

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made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon the Seller, theServicer, the Purchasers and the Agents.

Section 14.2 Notices . Except as provided in this Section 14.2, all communications and notices provided for hereundershall be in writing (including bank wire, Email or electronic facsimile transmission or similar writing) and shall be given to the otherparties hereto at their respective addresses or fax numbers set forth on the signature pages hereof or at such other address or faxnumber as such Person may hereafter specify for the purpose of notice to it, to each of the other parties hereto. Each such notice orother communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) BusinessDays after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means,when received at the address specified in this Section 14.2. Seller hereby authorizes the Purchasers to effect purchases and TranchePeriod and Discount Rate selections based on telephonic notices made by any Person whom the Administrative Agent in good faithbelieves to be acting on behalf of Seller. Seller agrees to deliver promptly to the Administrative Agent a written confirmation of eachtelephonic notice signed by an authorized officer of Seller; provided,however,the absence of such confirmation shall not affect thevalidity of such notice. If the written confirmation differs from the action taken by the Administrative Agent, the records of theAdministrative Agent shall govern absent manifest error.

Section 14.3 Ratable Payments . If any Purchaser, whether by setoff or otherwise, has payment made to it with respect toany portion of the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 10.3 or 10.4) in agreater proportion than that received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, suchPurchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaidsheld by the other Purchasers so that after such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids;provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall berescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 14.4 Protection of Receivables Interests .

(a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments anddocuments, and take all actions, that may be necessary or desirable, or that the Administrative Agent may request, to perfect, protector more fully evidence the Receivables Interests, or to enable the Administrative Agent or the Purchasers to exercise and enforcetheir rights and remedies hereunder. At any time after the occurrence of an Amortization Event, the Administrative Agent may, orthe Administrative Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller’s expense, of theownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or thatbecome due under any or all Receivables be made directly to the Administrative Agent or its designee. Seller or the Servicer (asapplicable) shall, at any Purchaser’s request, withhold the identity of such Purchaser in any such notification.

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(b) If any Seller Party fails to perform any of its obligations hereunder, the Administrative Agent or any Purchasermay (but shall not be required to) perform, or cause performance of, such obligations, and the Administrative Agent’s or suchPurchaser’s costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 10.5. Each SellerParty irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the AdministrativeAgent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf ofSeller as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and tomaintain the perfection and priority of the interest of the Purchasers in the Receivables and (ii) to file a carbon, photographic or otherreproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices asthe Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority ofthe interests of the Purchasers in the Receivables. This appointment is coupled with an interest and is irrevocable.

Section 14.5 Confidentiality .

(a) Each of the parties hereto shall maintain and shall cause each of its employees and officers to maintain theconfidentiality of the Fee Letters and the other confidential or proprietary information with respect to the Originators (including,without limitation, confidential information with respect to their Obligors), the Agents, the Purchasers and their respectivebusinesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplatedherein, except that such party and its directors, officers and employees may disclose such information (i) to such party’s externalaccountants, attorneys, investors, potential investors and credit enhancers and the agents or advisors of such Persons, providedthateach such Person shall agree for the benefit of the parties hereto that such information shall be used solely in connection with suchPerson’s evaluation of this Agreement and the other Transaction Documents, or such Person’s relationship with the Seller and itsAffiliates, and (ii) as required by any applicable law, regulation or order of any judicial or administrative proceeding provided thateach party shall use commercially reasonable efforts to ensure, to the extent permitted given the circumstances, that any suchinformation which is so disclosed is kept confidential.

(b) Anything herein to the contrary notwithstanding, each Originator hereby consents to the disclosure of anynonpublic information with respect to it (i) to each of the Agents and Purchasers, (ii) to any prospective or actual assignee orparticipant of any of the Agents or any of the Purchasers, and (iii) to any rating agency, Commercial Paper dealer or provider of asurety, guaranty or credit or liquidity enhancement to the Conduit or any entity organized for the purpose of purchasing, or makingloans secured by, financial assets for which the Gotham Group Agent acts as the administrative agent or administrator, and to anyofficers, directors, employees, outside accountants, advisors and attorneys of any of the foregoing, provided each such Person isadvised of the confidential nature of such information and, in the case of a Person described in clause (ii) above, agrees to be boundby the provisions of this Section 14.5 . In addition, the Agents and the Purchasers may disclose any such nonpublic informationpursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority

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or proceedings (whether or not having the force or effect of law) although each of them shall use commercially reasonable efforts toensure, to the extent permitted given the circumstances, that any such information which is so disclosed is kept confidential.

Section 14.6 Bankruptcy Petition . Each of Seller, the Servicer, the Agents, the Committed Purchasers and the Conduithereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding seniorindebtedness of the Conduit, it will not institute against, or join any other Person in instituting against, the Conduit any bankruptcy,reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States orany state of the United States.

Section 14.7 Limitation of Liability . Except with respect to any claim arising out of the willful misconduct or grossnegligence of any Agent or any Purchaser, no claim may be made by any Seller Party or any other Person against any Agent or anyPurchaser or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential orpunitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to thetransactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Seller Partyhereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or notknown or suspected to exist in its favor.

Section 14.8 CHOICE OF LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OFLAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERALOBLIGATIONS LAW WHICH SHALL APPLY HERETO) EXCEPT TO THE EXTENT THAT THE PERFECTION OF THEADMINISTRATIVE AGENT’S OR PURCHASERS’ OWNERSHIP OF OR SECURITY INTEREST IN THE RECEIVABLESAND RELATED SECURITY OR REMEDIES HEREUNDER IN RESPECT THEREOF ARE GOVERNED BY THE LAWS OF AJURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 14.9 CONSENT TO JURISDICTION . EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TOTHE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THEBOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TOTHIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT ANDEACH SELLER PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION ORPROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANYOBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDINGBROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALLLIMIT THE RIGHT OF ANY AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTYIN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINSTANY AGENT OR ANY PURCHASER

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OR ANY AFFILIATE OF ANY AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTERIN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENTEXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURTIN THE BOROUGH OF MANHATTAN, NEW YORK.

Section 14.10 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANYJUDICIAL 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 THISAGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THERELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 14.11 Integration; Binding Effect; Survival of Terms .

(a) This Agreement and each other Transaction Document contain the final and complete integration of all priorexpressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the partieshereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successorsand permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations ofthe parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms;provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any SellerParty pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall becontinuing and shall survive any termination of this Agreement.

Section 14.12 Counterparts; Severability; Section References . This Agreement may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement whichare prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expresslyindicated, all references herein to “Article,”“Section,”“Schedule”or “Exhibit”shall mean articles and sections of, and schedulesand exhibits to, this Agreement.

Section 14.13 Characterization .

(a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absoluteand irrevocable sale, which purchase shall provide the

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applicable Purchaser with the full benefits of ownership of the applicable Receivables Interest. Except as specifically provided in thisAgreement, each sale of a Receivables Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shallbe liable to each of the Purchasers and the Agents for all representations, warranties, covenants and indemnities made by Sellerpursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by anyPurchaser or Agent or any assignee thereof of any obligation of Seller or any Originator or any other Person arising in connectionwith the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

(b) In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuanthereto, Seller hereby grants to the Administrative Agent for the ratable benefit of the Purchasers a valid and perfected securityinterest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections,each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and allproceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of theAggregate Unpaids. The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they mayhave under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law,which rights and remedies shall be cumulative.

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INWITNESSWHEREOF,the parties hereto have caused this Agreement to be executed and delivered by their dulyauthorized officers as of the date hereof.

CONVERGYS FUNDING INC., as Seller

By: Name:Title:

Address:

Convergys Funding Inc.Circleport II Business Park1101 Pacific AvenueErlanger, KY 41018Attention: David R. WiedwaldPhone: (513) 723-7830Fax: (513) 651-5180Email: david.r.wiedwald@convergys.com

CONVERGYS CORPORATION, as Servicer

By: Name:Title:

Address:

Convergys Corporation201 East Fourth StreetCincinnati, Ohio 45202Attention: David R. WiedwaldPhone: (513) 723-7830Fax: (513) 651-5180Email: david.r.wiedwald@convergys.com

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GOTHAM FUNDING CORPORATION

By: Name:Title:

Address:

Gotham Funding Corporation c/o Global Securitization Services, LLC68 South Service Road, Suite 120Melville, NY 11747Telephone: (631) 930-7216Facsimile: (212) 302-8767Attention: David V. DeAngelisEmail: ddeangelis@gssnyc.com

Withacopyto:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch1221 Avenue of the AmericasNew York, New York 10020Attention: Securitization GroupTelephone No.: (212) 782-6957Fax No.: (212) 782-6448Email: securitization_reporting@us.mufg.jp rhurst@us.mufg.jp

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Committed Purchaser and as GothamGroup Agent

By: Name:Title:

Address:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch1221 Avenue of the AmericasNew York, New York 10020Attention: Securitization GroupTelephone No.: (212) 782-6957Fax No.: (212) 782-6448Email: securitization_reporting@us.mufg.jp rhurst@us.mufg.jp

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WELLS FARGO BANK, N.A., individually as a Purchaser and as Administrative Agent

By: Name:Title:

Address:

Wells Fargo Bank, N.A.1100 Abernathy Road, Suite 1600Atlanta, GA 30328Attention: Isaac T. WashingtonEmail: isaac.washington@wellsfargo.comPhone: +1 (770) 508-2166Fax: +1 (866) 972-3558

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EXHIBIT I

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equallyapplicable to both the singular and plural forms of the terms defined):

“AccrualPeriod”means each calendar month, provided that the initial Accrual Period hereunder means the periodfrom (and including) the date of the initial purchase hereunder to (and including) the last day of the calendar month thereafter.

“AdjustedDilutionRatio”means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periodsthen most recently ended.

"AdjustedEligibleReceivables"means the sum of (a) 100% of the aggregate Outstanding Balance of all EligibleBilled Receivables, plus(b) 100% of the aggregate Outstanding Balance of all Eligible Unbilled Receivables minus(c) theaggregate Outstanding Balance of all Government Receivables in excess of 4.5% of the aggregate Outstanding Balance of allReceivables.

“AdministrativeAgent”has the meaning set forth in the preamble to this Agreement.

“AdministrativeAgent’sFeeLetter”means that certain Administrative Agent’s Fee Letter dated as of January 4,2017, duly executed by Seller and the Administrative Agent, as the same may be amended, restated or otherwise modified orreplaced from time to time.

“AdverseClaim”means a lien, security interest, charge, pledge, hypothecation or encumbrance, or other right orclaim in, of or on any Person’s assets or properties in favor of any other Person.

“Affiliate”means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, orunder direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to controlanother Person if the controlling Person has, directly or indirectly, the power to direct or cause the direction of the management orpolicies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“ Agents” has the meaning set forth in the preamble to this Agreement.

“AggregateInvestedAmount”means, on any date of determination, the aggregate Invested Amount of allReceivables Interests outstanding on such date.

“AggregateReduction”has the meaning specified in Section 1.3.

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“AggregateUnpaids”means, at any time, an amount equal to the sum of all Aggregate Invested Amount and unpaidObligations (whether due or accrued) at such time.

“Agreement”means this Receivables Purchase Agreement, as it may be amended, restated, supplemented orotherwise modified and in effect from time to time.

“AlternateBaseRate”means for any day, the rate perannumequal to the higher as of such day of (i) the Prime Rate,or (ii) one-half of one percent (0.50%) above the Federal Funds Rate, plus, in either case, the Applicable Margin. For purposes ofdetermining the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Rate shall be effective on the dateof each such change.

“AmortizationDate”means the earliest to occur of (i) the Facility Termination Date and, with respect to the GothamGroup, the Liquidity Termination Date, (ii) the day on which any of the conditions precedent set forth in Section 6.2 are not satisfied,(iii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 9.1(f)(ii), (iv) the BusinessDay specified in a written notice from any Agent following the occurrence of any other Amortization Event, and (v) the date whichis thirty (30) calendar days after Wells Fargo’s and the Gotham Group Agent’s receipt of written notice from Seller that it wishes toterminate the facility evidenced by this Agreement.

“AmortizationEvent”has the meaning specified in Section 9.1.

“Anti-CorruptionLaws”means all laws, rules, and regulations of any jurisdiction applicable to the Originators, anySeller Party or any Subsidiaries of any of the foregoing from time to time concerning or relating to bribery or corruption, including,without limitation, the Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Money Laundering Laws”means any and all laws, statutes, regulations or obligatory government orders,decrees, ordinances or rules applicable to a Seller Party, its Subsidiaries or Affiliates related to terrorism financing or moneylaundering, including any applicable provision of the USA Patriot Act and The Currency and Foreign Transactions Reporting Act(also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“ApplicableMargin”has the meaning set forth in the Gotham Group Fee Letter and the Wells Fargo Fee Letter, asapplicable.

“AssigneeCommittedPurchaser”has the meaning set forth in Section 12.1(b).

“AssignmentAgreement”has the meaning set forth in Section 12.1(b).

“AuthorizedOfficer”means, with respect to any Person, its president, corporate controller, treasurer, chief financialofficer or secretary.

“BrokenFundingCosts”means for any Receivables Interest which: (i) has its Invested Amount reduced withoutcompliance by Seller with the notice requirements hereunder

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or (ii) does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned under aLiquidity Agreement or is terminated prior to the date on which it was originally scheduled to end; an amount equal to the excess, ifany, of (A) the CP Costs or Yield (as applicable) that would have accrued during the remainder of the Calculation Periods relating tosuch Receivables Interest (or the tranche periods for Commercial Paper) (as applicable) subsequent to the date of such reduction,assignment or termination (or in respect of clause (ii) above, the date such Aggregate Reduction was designated to occur pursuant tothe Reduction Notice) of the Invested Amount of such Receivables Interest if such reduction, assignment or termination had notoccurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such InvestedAmount is allocated to another Receivables Interest, the amount of CP Costs or Yield actually accrued during the remainder of suchperiod on such Invested Amount for the new Receivables Interest, and (y) to the extent such Invested Amount is not allocated toanother Receivables Interest, the income, if any, actually received during the remainder of such period by the holder of suchReceivables Interest from investing the portion of such Invested Amount not so allocated. In the event that the amount referred to inclause (B) exceeds the amount referred to in clause (A), the relevant Purchaser or Purchasers agree to pay to Seller the amount ofsuch excess. All Broken Funding Costs shall be due and payable hereunder upon written demand.

“ BTMU” has the meaning specified in the preamble to this Agreement.

“BusinessDay”means any day on which banks are not authorized or required to close in New York, New York orAtlanta, Georgia and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relatesto any computation or payment to be made with respect to the LIBO Rate or LMIR, any day on which dealings in dollar deposits arecarried on in the London interbank market.

“CalculationPeriod”means a calendar month.

“CapitalLeaseObligations”means, as to any Person, the obligations of such Person to pay rent or other amountsunder a lease of (or other agreement conveying the right to use) real and/or personal property to the extent such obligations arerequired to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP (including Statement ofFinancial Accounting Standards No. 13 of the Financial Accounting Standards Board) and, for purposes of this Agreement, theamount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP (including such StatementNo. 13); provided,however,that any lease (or other agreement conveying the right to use) required to be classified and accounted foras a capital lease where such lease (or other agreement) would not have been required to be so treated under GAAP as in effect onJanuary 4, 2017, as a result of the effectiveness of the Financial Accounting Standards Board Accounting Standards CodificationTopic 842 (or any other accounting standard having a similar result or effect) (and related interpretations) shall not be considered aCapital Lease Obligation for purposes of this Agreement.

“CCMReceivablesSaleAgreement”means that certain Receivables Sale Agreement, dated as of June 30, 2009,between Convergys Customer Management Group Inc.,

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an Ohio corporation, and Seller, as the same may be amended, restated or otherwise modified from time to time.

“ChangeofControl”means Convergys shall cease to own, directly or indirectly, 100% of (a) the outstanding votingequity interests of Seller or (b) Convergys Customer Management Group Inc., an Ohio corporation.

“Code”means the Internal Revenue Code of 1986, as the same may be amended from time to time.

“CollectionAccount”means each concentration account, depositary account, lock-box account or similar account inwhich any Collections are collected or deposited and which is listed on Exhibit IV.

“CollectionAccountAgreement”means an agreement among an Originator, Seller, the Administrative Agent and aCollection Bank perfecting the Administrative Agent’s security interest in one or more Collection Accounts.

“CollectionBank”means, at any time, any of the banks holding one or more Collection Accounts.

“CollectionNotice”means a notice, in substantially the form attached to any Collection Account Agreement from theAdministrative Agent to a Collection Bank, terminating the Seller Parties’ rights to access, or give instructions with respect to, anyCollection Account.

“Collections”means, with respect to any Receivable, all cash collections and other cash proceeds in respect of suchReceivable, including, without limitation, all yield, Finance Charges or other related amounts accruing in respect thereof and all cashproceeds of Related Security with respect to such Receivable.

“ CommercialPaper” means promissory notes of the Conduit issued by the Conduit in the commercial paper market.

“Commitment”means, for each Committed Purchaser, the commitment of such Committed Purchaser to purchaseReceivables Interests from Seller and, in the case of the Gotham Committed Purchaser, the Conduit, in an amount not to exceed (i) inthe aggregate, the amount set forth opposite such Committed Purchaser’s name on Schedule A to this Agreement, as such amountmay be modified in accordance with the terms hereof and (ii) with respect to any individual purchase hereunder, in the case of WellsFargo, its Percentage of the Purchase Price therefor and, in the case of the Gotham Committed Purchaser, the Gotham Group’sPercentage of the Purchase Price therefor, less the amount of such Purchase Price paid by the Conduit.

“CommittedPurchasers”means Wells Fargo or the Gotham Committed Purchaser.

“ConcentrationLimit”means, at any time, for any Obligor and its Affiliates, considered as if they were one and thesame Obligor, the percentage of Adjusted Eligible

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Receivables set forth in the table below opposite such Obligor’s applicable short-term unsecured debt ratings assigned by Moody’sand S&P (or in the absence thereof, the equivalent long term unsecured senior debt ratings), or, subject to rating agency approvaland/or an increase in the Required Reserve Factor Floor, upon Seller’s request from time to time, such higher Percentage of AdjustedEligible Receivables (a “SpecialConcentrationLimit”) for each Obligor designated by Wells and the Gotham Group Agent or asset forth in the Gotham Group Fee Letter and the Wells Fargo Fee Letter:

Short-Term S&PRating

Long-Term S&PRating

Short-Term Moody’sRating

Long-Term Moody’sRating

Allowable % ofAdjusted Eligible

ReceivablesTier Level

A-1 or higher A+ or higher P-1 A1 or higher 20.00% IA-2 BBB+, A-, or A P-2 A2, A3 or Baa1 12.50% IIA-3 BBB or BBB- P-3 Baa2 or Baa3 8.00% III

Below A-3 or NotRated by eitherS&P or Moody’s

Below BBB- or NotRated by either S&P orMoody’s

Below P-3 or NotRated by either S&P orMoody’s

Below Baa3 or NotRated by either S&P orMoody’s

5.00% IV

; provided,however,that (a) if any Obligor has a split rating, the applicable rating will be the lower of the two, (b) if any Obligor isnot rated by either S&P or Moody’s, the applicable Concentration Limit shall be the one set forth in the last line of the table above,and (c) either Wells Fargo or the Gotham Group Agent may, upon not less than ten (10) Business Days’ written notice to Seller,cancel any Special Concentration Limit.

“ Conduit” has the meaning set forth in the preamble to this Agreement.

“ConsolidatedEBITDA”(and each of the defined terms included therein) has the meaning set forth in the ConvergysCredit Agreement.

“ConsolidatedInterestExpense”means, for any fiscal period, the aggregate of all interest expense (excludinginterest expense in respect of undrawn letters of credit) of Convergys and the Consolidated Subsidiaries for such period that, inaccordance with GAAP, is or should be included in “interest expense” reflected in the income statement for Convergys and theConsolidated Subsidiaries (but excluding any amortization of original issue discount in respect of Convergys’ 5.75% JuniorSubordinated Convertible Debentures due September 2029), all as determined on a consolidated basis in accordance with GAAP,plus, for any fiscal period, the aggregate yield (expressed in US Dollars) obtained by the purchasers under any SecuritizationTransactions on their investments in accounts receivable of Convergys and the Subsidiaries during such period, determined inaccordance with generally accepted financial practice and the terms of such Securitization Transactions. In the event that there shallhave occurred any acquisition or disposition by Convergys or a Subsidiary of a business or business unit during any period for whichConsolidated Interest Expense is to be determined, such determination shall be made on a pro forma basis (in accordance withRegulation S-X under the

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Securities Act of 1933) as if such acquisition or disposition and any related incurrence or repayment of Indebtedness had occurred onthe first day of such period.

“ConsolidatedNetIncome”means, for any fiscal period, the net income or loss of Convergys and the ConsolidatedSubsidiaries for such period, determined on a consolidated basis in accordance with GAAP; providedthat there shall be excluded (a)the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary ofthat income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree,statute, rule or governmental regulation applicable to such Subsidiary, (b) without limiting any permitted pro forma determinationsprovided for elsewhere herein, the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged intoor consolidated with Convergys or any Subsidiary or the date that such Person’s assets are acquired by Convergys or any Subsidiary,(c) the income of any Person in which any other Person (other than Convergys or a wholly owned Subsidiary or any director holdingqualifying shares in accordance with applicable law) has an equity interest, except to the extent of the amount of dividends or otherdistributions actually paid to Convergys or a wholly owned Subsidiary by such Person during such period, and (d) any gainsattributable to sales of assets out of the ordinary course of business.

“ ConsolidatedSubsidiary” means any Subsidiary that should be consolidated with Convergys for financial reportingpurposes in accordance with GAAP.

“ConsolidatedTotalDebt”means, at any time, all Indebtedness of Convergys and the Consolidated Subsidiaries atsuch time (but excluding any Indebtedness in respect of undrawn letters of credit, any Indebtedness constituting bank guaranteeswith respect to which no Person has made any demand for payment or performance thereunder and, for the avoidance of doubt, anyperformance bonds that are accounted for as contingent liabilities in accordance with GAAP), determined on a consolidated basis inaccordance with GAAP, plus, without duplication, the aggregate outstanding principal amount of all Securitization Transactions, lessthe domestic unrestricted cash and Cash Equivalents (as defined in the Convergys Credit Agreement) of Convergys and itsSubsidiaries (other than Foreign Subsidiaries (as defined in the Convergys Credit Agreement)), and less the unrestricted cash andCash Equivalents of Convergys’s Foreign Subsidiaries to the extent such cash and Cash Equivalents are permitted to be repatriatedto a domestic Loan Party (as defined in the Convergys Credit Agreement) without adverse tax or other consequence.

“ContingentReserve”means 10%.

“Contract”means, with respect to any Receivable, any and all instruments, agreements, invoices or other writingspursuant to which such Receivable arises or which evidences such Receivable other than an Invoice.

“ControlledGroup”means all members of a controlled group of corporations and all members of a controlled groupof trades or businesses (whether or not incorporated) under common control which, together with Convergys, are treated as a singleemployer under Section 414(b) or 414(c) of the Internal Revenue Code or Section 4001 of ERISA.

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“Convergys”has the meaning set forth in the preamble to this Agreement.

“ConvergysCreditAgreement”means that certain $650,000,000 Credit Agreement, dated as of February 28, 2014,by and among Convergys, the Lenders from time to time party thereto, Citibank, N.A., as Administrative Agent, Bank of America,N.A., as Syndication Agent, BNP Paribas, PNC Bank, National Association, The Bank of Nova Scotia, U.S. Bank NationalAssociation and Wells Fargo Securities, LLC, as Senior Managing Agents, and BNP Paribas, PNC Bank, National Association, TheBank of Nova Scotia, U.S. Bank National Association and Wells Fargo Bank, N.A., as Co-Documentation Agents, Citigroup GlobalMarkets Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners, as amended,restated or replaced from time to time.

“ConvergysReceivablesSaleAgreement”means that certain Receivables Sale Agreement, dated as of June 30, 2009,between Convergys and Seller, as the same may be amended, restated or otherwise modified from time to time.

“ CPCosts” means, for the Conduit for each day, the sum of (i) discount or yield accrued on the Conduit’s PooledCommercial Paper on such day, plus (ii) any and all accrued commissions in respect of placement agents and Commercial Paperdealers, and issuing and paying agent fees incurred, in respect of the Conduit’s Pooled Commercial Paper for such day, plus (iii)other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded bythe Conduit’s Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received on such day frominvestment of collections received under all receivable purchase facilities funded substantially with the Conduit’s PooledCommercial Paper, minus (v) any payment received on such day by such Conduit net of expenses in respect of Broken FundingCosts related to the prepayment of any Receivables Interest of the Conduit pursuant to the terms of any receivable purchase facilitiesfunded substantially with its Pooled Commercial Paper. In addition to the foregoing costs, if Seller shall request any IncrementalPurchase during any period of time determined by the Gotham Group Agent in its sole discretion to result in incrementally higher CPCosts applicable to such Incremental Purchase, the Invested Amount associated with any such Incremental Purchase shall, duringsuch period, be deemed to be funded by such Conduit in a special pool (which may include capital associated with other receivablepurchase facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each dayduring such period against such Invested Amount.

“CreditAgreementChangeofControl”means a “ChangeinControl”as defined in the Convergys CreditAgreement.

“CreditandCollectionPolicy”means the Originators’ credit and collection policies and practices relating toContracts and Receivables existing on the date hereof and summarized in Exhibit VIII hereto, as modified from time to time inaccordance with this Agreement.

“ CurrentMaturityoftheConvergysCreditAgreement” means March 3, 2019.

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“Cut-OffDate”means the last day of a Calculation Period.

“DaysSalesOutstanding”means, as of any day, an amount equal to the product of (x) 91, multiplied by (y) theamount obtained by dividing (i) the aggregate Outstanding Balance of Receivables as of the most recent Cut-Off Date, by (ii) theaggregate amount of Receivables created during the three (3) Calculation Periods including and immediately preceding such Cut-OffDate.

“DeemedCollections”means the aggregate of all amounts Seller shall have been deemed to have received as aCollection of a Receivable. Seller shall be deemed to have received a Collection in full of a Receivable if at any time any of therepresentations or warranties in Article V are no longer true with respect to any Receivable. If (i) the Outstanding Balance of anyReceivable is either (x) reduced as a result of any defective or rejected goods or services, any discount or any adjustment orotherwise by Seller (other than cash Collections on account of the Receivables) or (y) reduced or canceled as a result of a setoff inrespect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction),Seller shall be deemed to have received a Collection of such Receivable to the extent of such reduction or cancellation.

“DefaultHorizonRatio”means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i)the aggregate Receivables generated by the Originators during the four (4) Calculation Periods ending on such Cut-Off Date, by (ii)the Net Pool Balance as of such Cut-Off Date.

“DefaultRate”means a rate per annum equal to the sum of (i) the Alternate Base Rate plus(ii) 2.00%, changingwhen and as the Alternate Base Rate changes.

“DefaultRatio”means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (x) thetotal amount of Receivables, which became Defaulted Receivables during the Calculation Period that includes such Cut-Off Date, by(y) the aggregate sales generated by the Originators during the Calculation Period occurring four Calculation Periods prior to themonth ending on such Cut-Off Date.

“DefaultedReceivable”means a Receivable: (i) as to which the Obligor thereof has taken any action, or suffered anyevent to occur, of the type described in Section 9.1(f) (as if references to Seller Party therein refer to such Obligor); (ii) which,consistent with the Credit and Collection Policy, should be written off as uncollectible; or (iii) as to which any payment, or partthereof, remains unpaid for 91 days or more from the original due date for such payment.

“DelinquencyRatio”means, at any time, a percentage equal to (i) the aggregate Outstanding Balance of allReceivables that were Delinquent Receivables at such time divided by (ii) the aggregate Outstanding Balance of all Receivables atsuch time.

“DelinquentReceivable”means a Receivable as to which any payment, or part thereof, remains unpaid for 61-90days from the original due date for such payment.

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“DesignatedObligor”means an Obligor indicated by any of the Agents or Wells Fargo to Seller in writing.

“DilutionHorizonRatio”means, as of any Cut-off Date, a ratio (expressed as a decimal), computed by dividing (a)the sum of (i) the aggregate sales generated by the Originators during the Calculation Period ending on such Cut-Off Date, plus50%of the aggregate sales generated by the Originators during the Calculation Period ending one (1) month prior to such Cut-Off Date by(b) the Net Pool Balance as of such Cut-Off Date.

“DilutionRatio”means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) thetotal amount Dilutions during the Calculation Period ending on such Cut-Off Date, by (ii) the aggregate sales generated by theOriginators during the Calculation Period two (2) months prior to such Cut-Off Date.

“DilutionReserve”means, for any Calculation Period, the product (expressed as a percentage) of: (a) the sum of (i)2.00 timesthe Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus(ii) the Dilution Volatility Component asof the immediately preceding Cut-Off Date, times(b) the Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.

“DilutionVolatilityComponent”means the product (expressed as a percentage) of (i) the difference between (a) thehighest three (3)-month rolling average Dilution Ratio over the past 12 Calculation Periods and (b) the Adjusted Dilution Ratio, and(ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which isequal to the amount calculated in (i)(b) of this definition.

“Dilutions”means, at any time, the amount of any reduction or cancellation of the Outstanding Balance of aReceivable due to (i) any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or anyaffiliate thereof, or as a result of any governmental or regulatory action, (ii) any setoff in respect of any claim by the Obligor thereof(whether such claim arises out of the same or a related or an unrelated transaction), (iii) any rebate or refund, (iv) any misstatementof the amount thereof, or (v) any misrepresentation.

“DiscountRate”means, LMIR, the LIBO Rate, or the Alternate Base Rate or the Default Rate, as applicable, withrespect to each Receivables Interest of the Committed Purchasers.

“ DowngradedGothamCommittedPurchaser” means the Gotham Committed Purchaser upon the occurrence of aDowngrading Event.

“ DowngradingEvent” with respect to any Person means the lowering of the rating with regard to the short-termsecurities of such Person to below (i) A-1 by S&P, or (ii) P-1 by Moody’s.

“EligibleAssignee”means (a) any Qualifying Committed Purchaser having a combined capital and surplus of at least$250,000,000, (b) any “bankruptcy remote” special

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purpose entity which is administered by BTMU (or any Affiliate of the foregoing) that is in the business of acquiring or financingreceivables, securities and/or other financial assets and which issues commercial paper notes that are rated at least A-1 by S&P andP-1 by Moody’s or (c) any Downgraded Gotham Committed Purchaser whose liquidity commitment has been fully drawn by theConduit or the Gotham Group Agent and funded into a collateral account.

“EligibleBilledReceivable”means at any time, a Receivable evidenced by an Invoice:

(i) the Obligor of which (A) if a natural person, is a resident of the United States or Canada or, if acorporation or other business organization, is organized under the laws of the United States, Canada or any politicalsubdivision of the United States or Canada and has its chief executive office in the United States or Canada; (B) is notan affiliate of any of the parties hereto; (C) is not a government or a governmental subdivision or agency; or (D) is nota Sanctioned Person;

(ii) which is not a Delinquent Receivable or Defaulted Receivable or owing from an Obligor as towhich more than 50% of the aggregate Outstanding Balance of all Receivables owing from such Obligor areDefaulted Receivables,

(iii) which by its terms is due and payable within 75 days of the original billing date therefore, or suchlater date as may be reasonably agreed to by Wells Fargo and the Gotham Group Agent,

(iv) which is an “account,” or “payment intangible” within the meaning of Section 9-102 of the UCCof all applicable jurisdiction,

(v) which is denominated and payable only in United States dollars in the United States,

(vi) which arises under a Contract which, together with such Receivable, is in full force and effect andconstitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor inaccordance with its terms subject to no offset, counterclaim or other defense,

(vii) which arises under a Contract which by its terms or by virtue of Section 9-404, 9-405, 9-406 or 9-408 of the UCC, does not require the Obligor under such Contract to consent to the transfer, sale or assignment of therights and duties of the applicable Originator or any of its assignees under such Contract,

(viii) which arises under a Contract that contains an obligation to pay a specified sum of money,contingent only upon the sale of goods or the provision of services by the applicable Originator,

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(ix) which, together with the Contract related thereto, does not contravene any law, rule or regulationapplicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair creditbilling, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect towhich no part of the Contract related thereto is in violation of any such law, rule or regulation,

(x) which satisfies in all material respects all applicable requirements of the Credit and CollectionPolicy,

(xi) which was generated in the ordinary course of the applicable Originator’s business,

(xii) which arises solely from the sale of goods or the provision of services to the related Obligor bythe applicable Originator, and not by any other Person that is not an Originator (in whole or in part),

(xiii) as to which neither Wells Fargo nor any Agent has notified Seller that such Person hasdetermined through the exercise of its commercially reasonable credit judgment, based on a field exam or any otherfact or circumstances of which such Person becomes aware after the Closing Date, that such Receivable or class ofReceivables is not acceptable as an Eligible Receivable, including, without limitation, because such Receivable arisesunder a Contract that is not reasonably acceptable to such Person,

(xiv) which is not subject to any dispute, counterclaim, right of rescission, setoff, counterclaim or anyother defense (including defenses arising out of violations of usury laws) of the applicable Obligor against theapplicable Originator or any other adverse claim, and the Obligor thereon holds no right as against such Originator tocause such Originator to repurchase the goods or merchandise the sale of which shall have given rise to suchReceivable (except with respect to sale discounts effected pursuant to the contract, or defective goods returned inaccordance with the terms of the contract); provided, however, that if such dispute, offset, counterclaim or defenseaffects only a portion of the Outstanding Balance of such Receivable, then such Receivable may be deemed anEligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected, and provided,further, that Receivables of any Obligor which has any accounts payable by the applicable Originator or by a wholly-owned Subsidiary of such Originator (thus giving rise to a potential offset against such Receivables) may be treated asEligible Billed Receivables to the extent that the Obligor of such Receivables has agreed pursuant to a writtenagreement in form and substance satisfactory to Wells Fargo and the Gotham Group Agent, that such Receivablesshall not be subject to such offset,

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(xv) as to which the applicable Originator has satisfied and fully performed all obligations on its partwith respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by anyPerson with respect thereto other than payment thereon by the applicable Obligor,

(xvi) as to which all right, title and interest to and in which has been validly transferred by theapplicable Originator directly to Seller under and in accordance with the applicable Receivables Sale Agreement, andSeller has good and marketable title thereto free and clear of any Adverse Claim, and

(xvii) payable into a Lockbox or Collection Account that is subject to a Collection AccountAgreement.

“EligibleUnbilledReceivable”means, at any time, a Receivable that (a) is not evidenced by an Invoice but otherwisemeets the requirements set forth in clauses (i) - (xvii) of the definition of “ EligibleBilledReceivable”, (b) is fully earned per theterms of the underlying contractual obligation and (c) is invoiced within 20 Business Days of the month following the month inwhich the services were rendered.

“EligibleReceivable”means an Eligible Billed Receivable or an Eligible Unbilled Receivable.

“EncoreReceivablesSaleAgreement”means that certain Receivables Sale Agreement, dated as of May 29, 2015and effective as of May 31, 2015, between Encore Receivable Management, Inc., a Kansas corporation, and Seller, as the same maybe amended, restated or otherwise modified from time to time.

“EquityInterests”means, with respect to any Person, any and all shares, interests, participations or other equivalents,including membership interests (however designated, whether voting or non-voting), of capital of such Person, including, if suchPerson is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on aPerson the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding onthe date hereof or issued after the date of this Agreement.

“ERISA”means the Employee Retirement Income Security Act of 1974, as amended, and any successor statutethereto of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sectionsof ERISA also refer to any successor sections thereto.

“ExcludedContract”means a Contract which by its terms prohibits disclosure of its provisions to any of the Agents.

“ExcludedTaxes”means any of the following Taxes imposed on or with respect to a Recipient or required to bewithheld or deducted from a payment to a Recipient, (a) any branch profit taxes or Taxes imposed on or measured by its net income,(b) franchise taxes imposed on it

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(in lieu of net income Taxes), in each case by the jurisdiction (or any political subdivision thereof) under the laws of which suchRecipient is organized or maintains its applicable lending office, (c) Taxes attributable to such Recipient’s failure to comply withparagraphs (a) or (b) of Section 10.4 (Taxes - Status of Purchasers; Refunds), (d) the amount of withholding taxes, if any, imposedunder the laws of the United States of America as of the date of this Agreement upon the Recipient or if the Recipient is an EligibleAssignee or successor-in-interest, upon the original Recipient as of the date hereof from whom the Eligible Assignee or successor-in-interest ultimately derives its rights hereunder, (e) the amount of withholding taxes, if any, imposed under the laws of the UnitedStates of America immediately following any assignment to an Eligible Assignee which exceeds the amount of any withholdingtaxes imposed on payments to the assignor under the laws of the United States of America immediately prior to such assignment and(f) any Taxes imposed by FATCA.

“FacilityAccount”means Seller’s Account #1004387876 at, PNC Bank, National Association, 201 E. Fifth St.,Cincinnati, Ohio 45201, ABA #043000096.

“FacilityTerminationDate”means the earliest of: (a) December 31, 2020, (b) the Amortization Date, and (c) threemonths prior to the Current Maturity Date of the Convergys Credit Agreement.

“FATCA”means Sections 1471 through 1474 of the Code (or any amended or successor version that is substantiallycomparable thereto), any current or future regulations or official interpretations thereof and any agreements entered into pursuant toSection 1471(b)(1) of the Code or any intergovernmental agreement entered into by the United States in connection with theimplementation of such Sections of the Code.

“FederalBankruptcyCode”means Title 11 of the United States Code entitled “Bankruptcy,” as amended and anysuccessor statute thereto.

“FederalFundsRate”means, for any period, a fluctuating interest rate perannumfor each day during such periodequal to (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve Systemarranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day)by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (ii) if such rateis not so published for any day which is a Business Day, the average of the quotations at approximately 11:30 a.m. (New York Citytime) for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognizedstanding selected by it.

“FeeLetters”means the Administrative Agent’s Fee Letter, the Gotham Group Fee Letter and the Wells Fargo FeeLetter.

“FinanceCharges”means, with respect to a Contract, any finance, interest, late payment charges or similar chargesowing by an Obligor pursuant to such Contract.

“FixedAmount”means an amount equal to the portion of the Gotham Group’s Percentage of the Purchase Price forall Receivables Interests purchased that will be funded by

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BTMU. For the avoidance of doubt, the Fixed Amount will remain constant until a Seller Party notifies the Administrative Agentand BTMU of a change.

“ForeignCurrencyReceivable”means any Receivable that is payable in a currency other than United States dollars.

“ForeignPurchaser”means a Purchaser that is not a U.S. Person.

“ FundingAgreement” means this Agreement and any agreement or instrument executed by any Funding Sourcewith or for the benefit of the Conduit.

“ FundingSource” means (i) the Gotham Committed Purchaser or (ii) any insurance company, bank or otherfunding entity providing liquidity, credit enhancement or back-up purchase support or facilities to the Conduit.

“GAAP”means generally accepted accounting principles in effect in the United States of America from time to time.

“GlobalReceivablesSaleAgreement”means that certain Receivables Sale Agreement, dated as of May 29, 2015 andeffective as of May 31, 2015, between Stream Global Services AZ, Inc., an Arizona corporation, and Seller, as the same may beamended, restated or otherwise modified from time to time.

“GothamAccount”has the meaning set forth in Section 1.4.

“GothamCommittedPurchaser(s)” has the meaning set forth in the preamble to this Agreement.

“ GothamGroup” has the meaning set forth in the preamble to this Agreement.

“ GothamGroupAgent” has the meaning set forth in the preamble to this Agreement.

“GothamGroupFeeLetter”means that certain Gotham Group Fee Letter, dated as of January 4, 2017, dulyexecuted by Seller and the Gotham Group, as the same may be amended, restated or otherwise modified or replaced from time totime.

“Governmental Authority”means any Federal, state, local, provincial or foreign court or governmental agency,authority (including executive authority), instrumentality or regulatory body (including any other governmental entity exercisingexecutive, legislative, judicial, taxing, regulatory or administrative powers or function of or pertaining to the implemental of theDodd-Frank Wall Street Reform and Consumer Protection Act).

“GovernmentReceivable”means a Receivable as to which the Obligor is a government or a governmentalsubdivision or agency.

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“Guarantee”of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantorguaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primaryobligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) topurchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (orto advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities orservices for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintainworking capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable theprimary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter ofguaranty issued to support such Indebtedness or obligation; providedthat the term “Guarantee”shall not include endorsements forcollection or deposit in the ordinary course of business.

“IncrementalPurchase”means a purchase of a Receivables Interest which increases the total outstanding AggregateInvested Amount hereunder.

“Indebtedness”of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b)all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person uponwhich interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retentionagreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase priceof property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of otherssecured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lienon property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) allGuarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingentor otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent orotherwise, of such Person in respect of bankers’ acceptances and (k) all Securitization Transactions of such Person. The Indebtednessof any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner)to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity,except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“IndependentDirector”shall mean a member of the Board of Directors of Seller (a) who is not at such time, and hasnot been at any time during the preceding five (5) years, (A) a director, officer, employee or affiliate of any Seller Party, anyOriginator, or any of their respective Subsidiaries or Affiliates, or (B) the beneficial owner (at the time of such individual’sappointment as an Independent Director or at any time thereafter while serving as an Independent Director) of any of the outstandingstock of any Seller Party, any Originator, or any of their respective Subsidiaries or Affiliates, having general voting rights and (b)who is an

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officer of a firm nationally recognized for providing professional independent directors for special purpose entities and structuredfinancings.

“InterimReportingDate”shall have the meaning set forth in Section 8.5.

“InternationalReceivablesSaleAgreement”means that certain Receivables Sale Agreement, dated as of May 29,2015 and effective as of May 31, 2015, between Stream International Inc., a Delaware corporation, and Seller, as the same may beamended, restated or otherwise modified from time to time.

“InvestedAmount”of any Receivables Interest means, at any time, (A) the Purchase Price of such ReceivablesInterest, minus (B) the sum of the aggregate amount of Collections and other payments received by the Administrative Agent whichin each case are applied to reduce such Invested Amount in accordance with the terms and conditions of this Agreement; providedthat such Invested Amount shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments soreceived and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for anyreason.

“ InvestmentExcess” shall have the meaning set forth in Section 2.6.

“ Invoice” means, with respect to any Receivable, any invoice which evidences a Receivable.

“Law(s)”means, collectively, all common law and all international, foreign, federal, state and local statutes, treaties,rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretationor administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, andall applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, anyGovernmental Authority, in each case whether or not having the force of law.

“LIBORate”means the rate per annum equal to the sum of (i) (a) the applicable British Bankers’ AssociationInterest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) twoBusiness Days prior to the first day of the relevant Tranche Period, and having a maturity equal to such Tranche Period, providedthat, (i) if Reuters Screen FRBD is not available to the Gotham Group Agent for any reason, the applicable LIBO Rate for therelevant Tranche Period shall instead be the applicable British Bankers’ Association Interest Settlement Rate for deposits in U.S.dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two BusinessDays prior to the first day of such Tranche Period, and having a maturity equal to such Tranche Period, and (ii) if no such BritishBankers’ Association Interest Settlement Rate is available to BTMU, the applicable LIBO Rate for the relevant Tranche Period shallinstead be the rate determined by each Purchaser to be the rate at which such Purchaser offers to place deposits in U.S. dollars withfirst-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first dayof such Tranche Period, in the

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approximate amount to be funded at the LIBO Rate and having a maturity equal to such Tranche Period, divided by (b) one minusthe maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed againstthe Gotham Group Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the FederalReserve System as in effect from time to time (expressed as a decimal), applicable to such Tranche Period plus (ii) the ApplicableMargin per annum. The LIBO Rate shall be rounded, if necessary, to the next higher 1/100 of 1%.

“ LIBORMarketIndexRate” means, for any day, (i) the one-month Eurodollar rate for U.S. dollar deposits asreported on the Reuters Screen LIBOR01 Page or any other page that may replace such page from time to time for the purpose ofdisplaying offered rates of leading banks for London interbank deposits in United States dollars, as of 11:00 a.m. (London time) onsuch day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then asdetermined by Wells Fargo from another recognized source for interbank quotation), in each case, changing when and as such ratechanges or (ii) if such rate is not so published or otherwise established for any such day, the Alternate Base Rate; provided,however,that in the event the reported one-month Eurodollar Rate is less than 0%, for purposes of the Transaction Documents, the “LIBORMarketIndexRate”shall be deemed to be 0%. The LIBOR Market Index Rate shall be rounded, if necessary, to the next higher1/100 of 1%.

“ Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capitallease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing)relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to suchsecurities.

“ LiquidityAgreement” means any liquidity purchase agreement or similar agreement now or hereafter entered intoamong the Conduit, the Gotham Group Agent and the Gotham Committed Purchaser for the purpose of directly or directly providingliquidity to the Conduit in connection with this Agreement, as the same may be amended, restated, supplemented, replaced orotherwise modified from time to time.

“LiquidityTerminationDate”means January 3, 2018, as such date may be extended from time to time byagreement of the Gotham Committed Purchaser in its sole discretion.

“LMIR”means, on any date of determination, a rate per annum equal to the sum of the LIBOR Market Index Rateplus the Applicable Margin.

“Lock-Box”means each locked postal box with respect to which a bank who has executed a Collection AccountAgreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables andwhich is listed on Exhibit IV.

“LossReserve”means, for any Calculation Period, the product (expressed as a percentage) of (a) 2.00, times (b) thehighest three-month rolling average Default Ratio during

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the 12 Calculation Periods ending on the immediately preceding Cut-Off Date, times(c) the Default Horizon Ratio as of theimmediately preceding Cut-Off Date.

“MaterialAdverseEffect”means a material adverse effect on (i) the financial condition or operations of Seller orConvergys and any of its subsidiaries, taken as a whole, (ii) the ability of Seller to perform its obligations under this Agreement or(at any time Convergys is acting as Servicer or Performance Guarantor), the ability of the Servicer or the Performance Guarantor toperform its obligations under this Agreement or the Performance Undertaking, as the case may be, (iii) the legality, validity orenforceability of this Agreement or any other Transaction Document, (iv) any Purchaser’s interest, or the Administrative Agent’ssecurity interest, in the Receivables generally or in any Material Portion of the Receivables, the Related Security or the Collectionswith respect thereto, or (v) the collectibility of the Receivables generally or of any Material Portion of the Receivables.

“MaterialIndebtedness”means (a) with respect to the Performance Guarantor and its Subsidiaries (other than theOriginators), Indebtedness in excess of $50 million in aggregate principal amount and (b) with respect to any Originator other thanthe Performance Guarantor, Indebtedness in excess of $20 million in aggregate principal amount.

“MaterialPortion”means (i) in the case of the definition of “ MaterialAdverseEvent”solely as such term is usedSection 9.1(n), an amount equal to 10% or more of the Outstanding Balance of Receivables and (ii) otherwise, an amount equal to5% or more of the Outstanding Balance of Receivables.

“MonthlyReportingDate”shall have the meaning set forth in Section 8.5.

“Moody’s”means Moody’s Investors Service, Inc.

“ NetPoolBalance” means, at any time of determination, the Outstanding Balance of all Adjusted EligibleReceivables at such time minusthe aggregate amount by which the Outstanding Balance of all Adjusted Eligible Receivables ofeach Obligor and its Affiliates exceeds the Concentration Limit or Special Concentration Limit for such Obligor.

“Obligations”shall have the meaning set forth in Section 2.1.

“Obligor”means a Person obligated to make payments pursuant to a Contract.

“OrganicDocument”means, relative to any Person, its certificate of incorporation, its by-laws, its partnershipagreement, its memorandum and articles of association, its limited liability company agreement and/or operating agreement, sharedesignations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable toany of its authorized Equity Interests.

“Originators”means Convergys Customer Management Group Inc., an Ohio corporation, Convergys Corporation, anOhio corporation, Stream International Inc., a Delaware

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corporation, Stream Global Services AZ, Inc., an Arizona corporation, and Encore Receivable Management, Inc., a Kansascorporation.

“OtherTaxes”has the meaning set forth in Section 10.5(c).

“OutstandingBalance”of any Receivable at any time means the then outstanding principal balance thereof.

“Participant”has the meaning set forth in Section 12.2.

“PBGC”means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functionsunder ERISA.

“Percentage”means (a) 40% as to the Gotham Group, and (b) 60% as to Wells.

“PerformanceGuarantor”means Convergys and its successors.

“PerformanceUndertaking”means the amended and restated Performance Undertakings, dated as June 9, 2015 andeffective as of May 31, 2015, by Performance Guarantor in favor of Seller, substantially in the form of Exhibit X, as the same maybe amended, restated or otherwise modified from time to time.

“PermittedForeignCurrencyReceivables”means Foreign Currency Receivables of which the aggregateOutstanding Balance is less than 5% of the aggregate Outstanding Balance of all Receivables.

“Person”means an individual, partnership, corporation (including a business trust), limited liability company, jointstock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision oragency thereof.

“ PooledCommercialPaper” means Commercial Paper notes of the Conduit subject to any particular poolingarrangement by the Conduit, but excluding Commercial Paper issued by the Conduit for a tenor and in an amount specificallyrequested by any Person in connection with any agreement effected by the Conduit.

“PotentialAmortizationEvent”means an event which, with the passage of any applicable cure period or the givingof notice, or both, would constitute an Amortization Event.

“PrimeRate”means a rate perannumequal to the prime rate of interest announced from time to time by Wells Fargo(which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Purchase”means an Incremental Purchase or a Reinvestment.

“PurchaseLimit”means $225,000,000.

“PurchaseNotice”has the meaning set forth in Section 1.2.

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“PurchasePrice”means, with respect to any Incremental Purchase of a Receivables Interest, the amount paid toSeller for such Receivables Interest which shall not exceed the least of (i) the amount requested by Seller in the applicable PurchaseNotice, (ii) the unused portion of the Purchase Limit on the applicable purchase date and (iii) the excess, if any, of the Net PoolBalance (less the Required Reserves) on the applicable purchase date over the aggregate outstanding amount of Aggregate InvestedAmount determined as of the date of the most recent Receivables Report, taking into account such proposed Incremental Purchase.

“Purchasers”means, collectively, the Conduit, Wells Fargo and the Gotham Committed Purchaser.

“QualifyingCommittedPurchaser”means a Committed Purchaser with a rating of its short-term securities equal toor higher than (i) A-1 by S&P and (ii) P-1 by Moody’s.

“Receivable”means any “Receivable” under and as defined in any of the Receivables Sale Agreements in whichSeller now has or hereafter acquires any right, title or interest. Indebtedness and other rights and obligations arising from any onetransaction, including, without limitation, indebtedness and other rights and obligations represented by an Invoice, shall constitute aReceivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any othertransaction; provided that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be aReceivable regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations as a separate paymentobligation.

“ReceivablesInterest”means, at any time, an undivided Percentage interest (computed as set forth below) associatedwith a designated amount of Invested Amount, selected pursuant to the terms and conditions hereof in (i) each Receivable arisingprior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect toeach such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undividedPercentage interest shall equal:

IANPB-RR

where:

IA = the Invested Amount of such Receivables Interest.

RR = the Required Reserves.

NPB = the Net Pool Balance.

Such undivided Percentage interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, eachReceivables Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date.The variable Percentage represented by any Receivables Interest as computed (or deemed

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recomputed) as of the close of the Business Day immediately preceding the Amortization Date shall remain constant at all timesthereafter.

“ReceivablesInterestExcess” shall have the meaning set forth in Section 2.6.

“ReceivablesReport”means a report in substantially the form of Exhibit IX hereto (appropriately completed),furnished by the Servicer to the Administrative Agent and the Purchasers pursuant to Section 8.5.

“ReceivablesSaleAgreements”means the CCM Receivables Sale Agreement, the Convergys Receivables SaleAgreement, the International Receivables Sale Agreement, the Global Receivables Sale Agreement and the Encore Receivables SaleAgreement.

“Recipient”means any Agent or Purchaser.

“Records”means, with respect to any Receivable, all Contracts, Invoices and other documents, books, records andother information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and relatedproperty and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

“ReductionNotice”has the meaning set forth in Section 1.3.

“Reinvestment”has the meaning set forth in Section 2.2.

“RelatedSecurity”means, with respect to any Receivable:

(i) all “Related Security” under and as defined in the applicable Receivables Sale Agreement in which Seller nowhas or hereafter acquires any right, title or interest,

(ii) all of Seller’s right, title and interest in, to and under the applicable Receivables Sale Agreement in respect ofsuch applicable Receivable and all of Seller’s right, title and interest in, to and under the Performance Undertaking, and

(iii) all proceeds of any of the foregoing.

“ReportingDate”means an Interim Reporting Date or a Monthly Reporting Date.

“RequiredReserve”means, for any Calculation Period, the product of (a) the greater of (i) the Required ReserveFactor Floor and (ii) the sum of the Loss Reserve, the Yield Reserve, the Dilution Reserve, the Servicing Reserve and, if applicable,the Contingent Reserve, times(b) the Net Pool Balance as of the Cut-Off Date immediately preceding the Cut-Off Date of suchCalculation Period.

“RequiredReserveFactorFloor”means, for any Calculation Period, the sum (expressed as a percentage) of (a)20.00% plus (b) the product of the Adjusted Dilution Ratio timesthe Dilution Horizon Ratio, in each case, as of the Cut-Off Dateimmediately preceding the Cut-Off Date of such Calculation Period; provided,however, that the number in clause (a) of

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this definition shall be increased to 30.00% if the short term rating of AT&T Corporation is lowered by S&P or Moody’s to A3 / P3respectively or below.

“Requirement of Law” means as to any Person, the Organic Documents of such Person, and any Law ordetermination of an arbitrator or any Governmental Authority, in each case applicable to or binding upon such Person or any of itsproperty or to which such Person or any of its property is subject.

“ ResponseDate” has the meaning set forth in Section 1.5 of this Agreement.

“ResponsibleOfficer”means, with respect to any Person, each of the following officers (if applicable) of such Person(or anyone performing substantially the same functions as the following officers typically perform): any of such Person’s SeniorOfficers, or such Person’s assistant treasurer, credit manager or controller.

“RestrictedJuniorPayment”means (i) any dividend or other distribution, direct or indirect, on account of any sharesof any class of capital stock of Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stockor in any junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or otheracquisition for value, direct or indirect, of any shares of any class of capital stock of Seller now or hereafter outstanding, (iii) anypayment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption,purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the SubordinatedLoans (as defined in any of the Receivables Sale Agreements), (iv) any payment made to redeem, purchase, repurchase or retire, orto obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Sellernow or hereafter outstanding, and (v) any payment of management fees by Seller (except for reasonable management fees to anOriginator or its Affiliates in reimbursement of actual management services performed).

“ SanctionedCountry”means, at any time, a country or territory which is the target of any countrywide or territory-wide Sanctions.

“SanctionedPerson”means, at any time, (a) any Person listed in any Sanctions-related list of designated Personsmaintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or by theUnited Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in aSanctioned Country or (c) any Person controlled by any such Person.

“Sanctions”means economic or financial sanctions or trade embargoes imposed, administered or enforced from timeto time by (a) the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) theUnited Nations Security Council, (c) the European Union or (d) Her Majesty’s Treasury of the United Kingdom.

“S&P”means Standard & Poor’s, a division of the McGraw Hill Companies, Inc.

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“ScheduledTerminationDate”means (a) as to the Gotham Group, the Liquidity Termination Date, and (b) as toWells Fargo, January 3, 2020.

“SecuritizationTransaction”means any transfer by Convergys or any Subsidiary of Convergys of accountsreceivable or interest therein, in a “true sale” transaction, (a) to a trust, partnership, corporation or other entity, which transfer isfunded by the incurrence or issuance by the transferee or any successor transferee of indebtedness or other securities that are toreceive payments from, or that represent interest in, the cash flow derived from such accounts receivable or interest therein, or (b)directly to one or more investors or other purchasers. The “amount” or “principal amount” of any Securitization Transaction shall bedeemed at any time to be the aggregate principal or stated amount of the Indebtedness or other securities referred to in such clauseor, if there shall be no such principal or stated amount, the uncollected amount of the accounts receivable or interests thereintransferred pursuant to such Securitization Transaction net of any such accounts receivable or interests therein that have been writtenoff as uncollectible.

“Seller”has the meaning set forth in the preamble to this Agreement.

“SellerParties”means, collectively, (a) Seller, and (b) at any time that Convergys is acting as Servicer orPerformance Guarantor, Convergys.

“SeniorOfficer”shall mean, with respect to any Person, the chief executive officer, president, chief financial officer,senior vice president, comptroller or treasurer of such Person.

“Servicer”means at any time the Person (which may be the Administrative Agent) then authorized pursuant toArticle VIII to service, administer and collect Receivables.

“ServicingFee”has the meaning set forth in Section 8.6.

“ServicingReserve”means, for any Calculation Period, the product (expressed as a percentage) of (a) 1%, times (b) afraction, the numerator of which is the highest Days Sales Outstanding for the most recent 12 months and the denominator of whichis 360.

“SettlementDate”means (A) two (2) Business Days after each Monthly Reporting Date, and (B) the Business Dayfollowing each Interim Reporting Date.

“Subsidiary”of a Person means (i) any corporation more than 50% of the outstanding securities having ordinaryvoting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of itsSubsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company,joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shallat the time be so owned or controlled.

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Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Servicer.

“Taxes”means any and all taxes, imposts, duties, charges, fees, levies or other similar charges or assessments,including income, gross receipts, excise, real or personal property, sales, withholding, social security, retirement, unemployment,occupation, use, service, license, net worth, payroll, franchise, and transfer and recording, imposed by the Internal Revenue Serviceor any taxing authority (whether domestic or foreign, including any federal, state, U.S. possession, county, local or foreigngovernment or any subdivision or taxing agency thereof), whether computed on a separate, consolidated, unitary, combined or anyother basis, including interest, fines, penalties or additions to tax attributable to or imposed on or with respect to any such taxes,charges, fees, levies or other assessments.

“ TerminatingTranche” has the meaning set forth in Section 4.3(b).

“TranchePeriod”means, with respect to any Receivables Interest of the Gotham Committed Purchaser:

(a) (i) if Yield for such Receivables Interest is calculated on the basis of the LIBO Rate and no other TranchePeriod for the LIBO Rate is then outstanding, a period of one week, two weeks or one, two, three or six months, or such otherperiod as may be mutually agreeable to the Gotham Group Agent and Seller, commencing on a Business Day selected bySeller or the Gotham Group Agent pursuant to this Agreement. Such Tranche Period shall end on the day in the applicablesucceeding calendar month which corresponds numerically to the beginning day of such Tranche Period, provided,however,that if there is no such numerically corresponding day in such succeeding month, such Tranche Period shall end on the lastBusiness Day of such succeeding month; and (ii) if Yield for such Receivables Interest is calculated on the basis of the LIBORate and another Tranche Period for the LIBO Rate is already outstanding, a period commencing on a Business Day selectedby Seller or the Gotham Group Agent pursuant to this Agreement and ending on the same day as such other Tranche Period;or

(b) if Yield for such Receivables Interest is calculated on the basis of the Alternate Base Rate, a periodcommencing on a Business Day selected by Seller, providedthat no such period shall exceed one month.

If any Tranche Period would end on a day which is not a Business Day, such Tranche Period shall end on the nextsucceeding Business Day, provided,however,that in the case of Tranche Periods corresponding to the LIBO Rate, if such nextsucceeding Business Day falls in a new month, such Tranche Period shall end on the immediately preceding Business Day. In thecase of any Tranche Period for any Receivables Interest which commences before the Amortization Date and would otherwise endon a date occurring after the Amortization Date, such Tranche Period shall end on the Amortization Date. The duration of eachTranche Period which commences after the Amortization Date shall be of such duration as selected by the Gotham Group Agent.

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“TransactionDocuments”means, collectively, this Agreement, each Purchase Notice, each of the Receivables SaleAgreements, each Collection Account Agreement, the Performance Undertaking, the Fee Letters, the Liquidity Agreements, theSubordinated Notes (as defined in any of the Receivables Sale Agreements) and all other instruments, documents and agreementsrequired to be executed and delivered pursuant hereto.

“UCC”means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“USPerson”means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“USAPatriotAct”means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“VolckerRule”means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicablerules and regulations thereunder.

“WellsFargo”has the meaning set forth in the Preamble to this Agreement.

“WellsFargoAccount”has the meaning set forth in Section 1.4.

“WellsFargoFeeLetter”means that certain Wells Fargo Fee Letter, dated as of January 4, 2017, duly executed bySeller and Wells Fargo, as the same may be amended, restated or otherwise modified or replaced from time to time.

“Yield”means, in the case of Wells Fargo, for each day for a Receivables Interests, and in the case of GothamCommitted Purchaser, for the respective Tranche Period relating to a Receivables Interest, an amount equal to the product of theapplicable Discount Rate for each Receivables Interest multiplied by the Invested Amount of such Receivables Interest, annualizedon a 360 day basis.

“YieldReserve”means, for any Calculation Period, the product (expressed as a percentage) of (i) 1.5 times (ii) theAlternate Base Rate as of the immediately preceding Cut-Off Date times(iii) a fraction the numerator of which is the highest DaysSales Outstanding for the most recent 12 Calculation Periods and the denominator of which is 360.

AllaccountingtermsnotspecificallydefinedhereinshallbeconstruedinaccordancewithGAAP.AlltermsusedinArticle9oftheUCCintheStateofNewYork,andnotspecificallydefinedherein,areusedhereinasdefinedinsuchArticle9.

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EXHIBIT II-A

FORM OF PURCHASE NOTICE FOR WELLS FARGO

[Date]

To: Wells Fargo Bank, N.A., as a Purchaser and as Administrative Agent

Re: PURCHASE NOTICE

Ladies and Gentlemen:

Reference is hereby made to the Receivables Purchase Agreement dated as of June 30, 2009 among ConvergysFunding Inc. ( “Seller”), Convergys Corporation, as initial Servicer, the Purchasers from time to time party thereto, The Bank ofTokyo-Mitsubishi UFJ, Ltd., New York Branch as Gotham Group Agent, and Wells Fargo Bank, N.A., as Administrative Agent (the“ReceivablesPurchaseAgreement”). Capitalized terms used herein shall have the meanings assigned to such terms in theReceivables Purchase Agreement.

Wells Fargo is hereby notified of the following Incremental Purchase:

PurchaseDate: _____________, 20__

PurchasePrice(Aggregate): $____________

Wells Fargo’s Percentage of the Purchase Price [60%] $____________

RequestedRate:

WellsFargo:LMIR (unless it is unavailable or illegal, then Alternate Base Rate)

Please credit Wells Fargo’s Percentage of the Purchase Price in immediately available funds to the following account:

[Account Name][Account No.][Bank Name & Address][ABA #]Reference:Telephone advice to: [Name] @ tel. no. ( )

In connection with the Incremental Purchase to be made on the above-specified purchase date (the “PurchaseDate”), the Seller hereby certifies that the following statements are true on the date hereof, and will be true on the Purchase Date (beforeand after giving effect to

A-85

the proposed Incremental Purchase, including the portion thereof to be funded by the Gotham Group):

(i) the representations and warranties of the Seller set forth in Section 5.1 of the Receivables Purchase Agreementare true and correct on and as of the Purchase Date as though made on and as of such date;

(ii) no event has occurred and is continuing, or would result from the proposed Incremental Purchase, that willconstitute an Amortization Event or a Potential Amortization Event;

(iii) the Facility Termination Date has not occurred, the Aggregate Invested Amount does not exceed the PurchaseLimit and the aggregate Receivables Interests do not exceed 100%; and

(iv) the amount of Aggregate Invested Amount is $_________ after giving effect to the Incremental Purchase to bemade on the Purchase Date including the portion thereof to be funded by the Gotham Group.

Very truly yours,

____________________________________

By: Name:Title:

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EXHIBIT II-B

FORM OF PURCHASE NOTICE FOR GOTHAM GROUP

[Date]

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Gotham Group Agent

Re: PURCHASE NOTICE

Ladies and Gentlemen:

Reference is hereby made to the Receivables Purchase Agreement dated as of June 30, 2009 among ConvergysFunding Inc. ( “Seller”), Convergys Corporation, as initial Servicer, the Purchasers from time to time party thereto, The Bank ofTokyo-Mitsubishi UFJ, Ltd., New York Branch as Gotham Group Agent, and Wells Fargo Bank, N.A., as Administrative Agent (the“ReceivablesPurchaseAgreement”). Capitalized terms used herein shall have the meanings assigned to such terms in theReceivables Purchase Agreement.

The Gotham Group is hereby notified of the following Incremental Purchase:

DateofPurchase:

PurchasePrice(Aggregate): $____________________

GothamGroup’sPercentageofAgg.PurchasePrice[40%]: $____________________

IncrementalFixedAmount: $___________ for a ___- [week/month] Tranche Period

RequestedDiscountRateforincrementalFixedAmount:

BTMU: [LIBO Rate] [Alternate Base Rate]

AmounttobefundedbyConduit: $___________________________

Please credit the Gotham Group’s Percentage of the Purchase Price (Aggregate) above in immediately available fundsto the following account:

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[Account Name][Account No.][Bank Name & Address][ABA #]Reference:Telephone advice to: [Name] @ tel. no. ( )

Please advise [Name] at telephone no. ( ) _________________ if the Conduit will not be making any portion of itsPercentage of this purchase.

In connection with the Incremental Purchase to be made on the above listed “Date of Purchase” (the “PurchaseDate”), the Seller hereby certifies that the following statements are true on the date hereof, and will be true on the Purchase Date (beforeand after giving effect to the proposed Incremental Purchase, including the portion thereof to be funded by Wells Fargo):

(i) the representations and warranties of the Seller set forth in Section 5.1 of the Receivables Purchase Agreementare true and correct on and as of the Purchase Date as though made on and as of such date;

(ii) no event has occurred and is continuing, or would result from the proposed Incremental Purchase, that willconstitute an Amortization Event or a Potential Amortization Event;

(iii) the Facility Termination Date has not occurred, the Aggregate Invested Amount does not exceed the PurchaseLimit and the aggregate Receivables Interests do not exceed 100%; and

(iv) the amount of Aggregate Invested Amount is $_________ after giving effect to the Incremental Purchase to bemade on the Purchase Date including the portion thereof to be funded by Wells Fargo.

Very truly yours,

____________________________________

By: Name:Title:

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EXHIBIT III

PLACES OF BUSINESS OF THE SELLER; LOCATIONS OF RECORDS; ORGANIZATIONAL AND FEDERALEMPLOYER IDENTIFICATION NUMBERS

Name of SellerAddress of Chief Executive Office and

Location of RecordsState of IncorporationOrganization Number

Federal EmployeeIdentification Number

Convergys Funding Inc.Circleport II Business Park1101 Pacific AvenueErlanger, KY 41018

Kentucky

#073287127-0428487

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EXHIBIT IV

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS

Collection Bank Name Post Office Box Address Corresponding Account NumberXXXXXXXXXXX XXXXXXXXXXXX XXXXXXXXXX

Collection Bank Name Account NumberXXXXXXXXXXXX XXXXXXXXXX

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EXHIBIT V

FORM OF COMPLIANCE CERTIFICATE

To: The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a PurchaserWells Fargo Bank, N.A., as a Purchaser and Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Receivables Purchase Agreement dated as of June30, 2009 among Convergys Funding Inc. ( “Seller”), Convergys Corporation, as initial Servicer, the Purchasers from time to timeparty thereto and Wells Fargo Bank, N.A., as Administrative Agent (the “Agreement”).

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected _________________ of [Seller/Servicer].

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, adetailed review of the transactions and condition of [Seller/Servicer and its Subsidiaries] during the accounting period covered by theattached financial statements.

3. To the best of my knowledge, no event has occurred which constitutes an Amortization Event or PotentialAmortization Event, as each such term is defined under the Agreement, [during or at the end of the accounting period covered by theattached financial statements or] as of the date of this Certificate, except as set forth in paragraph 4 below.

4. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition orevent, the period during which it has existed and the action which [Seller/Servicer] has taken, is taking, or proposes to take withrespect to each such condition or event: _____________________________________

The foregoing certifications, together with the financial statements delivered with this Certificate, are made anddelivered this ___ day of ______________, 20__. [Schedule I attached hereto sets forth certain financial data and computationsevidencing the compliance with certain covenants of the Agreement, all of which data and computations are true, correct andcomplete.]

________________________________[Name]On behalf of [Seller/Servicer], in capacity as Officer thereof.

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Schedule I to Compliance Certificate

Set forth below are computations evidencing Convergys’s compliance with Sections 9.1(q) and 9.1(r) of the Agreement:

For the quarter ended _______________, 20__(in thousands):

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Exhibit 12 - Ratio of Earnings to Fixed Charges

CONVERGYS CORPORATIONComputation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends

(Amounts in millions)

For the TwelveMonths Ended

For the TwelveMonths Ended

For theTwelve

Months Ended

For theTwelve

Months Ended

For theTwelve

Months Ended

12/31/2016 12/31/2015 12/31/2014 12/31/2013 12/31/2012

Income from Continuing Operations, net of tax $133.0 $168.4 $116.5 $58.5 $28.2

Income tax expense 52.9 8.6 12.8 72.5 1.1

Interest expense 18.1 18.2 19.3 11.5 13.6

Portion of rental expense deemed interest 45.0 43.1 41.7 27.0 22.0

Total earnings $249.0 $238.3 $190.3 $169.5 $64.9

Fixed Charges: Interest expense $18.1 $18.2 $19.3 $11.5 $13.6

Portion of rental expense deemed interest 45.0 43.1 41.7 27.0 22.0

Total fixed charges $63.1 $61.3 $61.0 $38.5 $35.6

Ratio of Earnings to Fixed Charges 3.9 3.9 3.1 4.4 1.8

Exhibit 21 to 2016 10-K

Convergys Corporation Direct and Indirect SubsidiariesAs of 12/31/2016

Entity Name JurisdictionConvergys 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. (fka Stream International (Bermuda) Ltd.) (0.46%) Bermuda Convergys Learning Solutions LLC Delaware Encore Receivable Management, Inc. Jansas SGS Holdings, Inc. (90.60156%) Delaware Stream Global Services, Inc. Delaware

Convergys Global Services El Salvador, S.A. de C.V. (fka Stream Global ServicesEl Salvador, S.A. de C.V.) (0.1%) El Salvador

Stream Holdings Corporation Delaware

Convergys International Holding Ltd. (fka Stream International (Bermuda)Ltd.) (5.04%) Bermuda

Stream Florida Inc. Delaware Stream 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 GlobalServices Honduras, S.A.) (0.4%) Honduras

Convergys Group Servicios de Apoyo Informatico, S.L. (fka StreamServicios de Apoyo Informatico, S.L.) Spain

Convergys International Europe B.V. (fka Stream International EuropeB.V.) Netherlands

Stream International Egypt LLC (99%) Egypt Stream International Costa Rica S.A. Costa Rica Stream Global Services Honduras, S.A. (99.6%) Honduras Stream Global Services Denmark ApS Denmark Stream International Service Europe BV Netherlands

Convergys International Holding Ltd. (fka Stream International(Bermuda) Ltd.) (1.65%) Bermuda

Convergys International Holding Ltd. (fka Stream International(Bermuda) Ltd.) (3.64%) Bermuda

Convergys Luxembourg Luxembourg 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. (fka Stream International (Bermuda) Ltd.) (0.24%) Bermuda Convergys Korea Limited (51%) Korea

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. (fka Stream International (Bermuda) Ltd.)(88.98%) Bermuda

Convergys Global Services El Salvador, S.A. de C.V. (fka Stream GlobalServices El Salvador, S.A. de C.V.) (99.9%) El Salvador

Convergys Philippines, Inc. (fka Stream International Global ServicesPhilippines, Inc.) (0.4673%) Philippines

Stream Global Services Danmark ApS Denmark Stream International Egypt LLC (1%) Egypt

Convergys International Services Europe B.V. (fka Stream InternationalService Europe B.V.) Netherlands

Convergys Customer Management Australia Pty Ltd Australia Convergys Customer Management Colombia S.A.S. Colombia Convergys Customer Management Netherlands B.V. Netherlands

Convergys Global Services GmbH (fka Stream Global ServicesGmbH) Germany

Convergys Global Services Honduras, S.A. (fka Stream GlobalServices Honduras, S.A.) (99.6%) Honduras

Convergys Group Limited (fka Stream International (N.I.) Limited) United Kingdom

Convergys International Sp. Z.o.o. (fka Stream International Sp.z o.o.) (1%) Poland

Stream Tunisie, S.A.R.L. (1%) Tunisia

Convergys International Bulgaria EOOD (fka Stream InternationalBulgaria EOOD) Bulgaria

Convergys International Nordic AB (fka Stream International NordicAB) Sweden

Convergys International Sp. Z.o.o. (fka Stream International Sp. zo.o.) (99%) Poland

Convergys Ireland Limited (fka Stream Ireland Limited) Ireland SGS Tunisie S.A.R.L. (99%) Tunisia

Stream Contact Tunisie S.A.R.L. (fka N2SP Tunisie S.A.R.L.)(99%) Tunisia

Convergys Italy S.R.L. (fka Stream 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. (fka N2SP Tunisie S.A.R.L.) (1%) Tunisia Stream International Egypt LLC (99%) Egypt Stream Mauritius Limited Mauritius Stream Tunisie, S.A.R.L. (99%) Tunisia Convergys International GmbH (fka Rheinsee 530. V V GmbH) Germany buw Verwaltungs GmbH Austria buw Management Holding GmbH & Co. KG Germany buw operations Wuppertal GmbH Germany buw Romania S.R.L. (99.9767%) Romania

buw Hungary Telefoninformációs Szolgáltató ésTanácsadó Kft. Hungary

buw operations Osnabrück GmbH Germany buw Romania S.R.L. (0.0233%) Romania buw operations Münster GmbH Germany buw Rechenzentrum GmbH Germany buw operations Leipzig GmbH Germany buw operations Gera GmbH Germany buw operations Halle GmbH Germany buw services GmbH Germany buw operations Frankfurt a. M. GmbH Germany buw operations Schwerin GmbH Germany

buw operations Wismar GmbH Germany buw Beteiligungen GmbH Germany Konnektum GmbH (51%) Germany buw operations GmbH Germany Call 4 performance GmbH Germany Convergys Netherlands LLC Delaware Convergys Customer Management C.V. (0.0026% GP) Netherlands Convergys Customer Management C.V. (99.9974% LP) Netherlands Convergys International Luxembourg S.a.r.l. Luxembourg Convergys Services Denmark ApS Denmark SGS Netherlands CV (0.68525%) Netherlands Convergys Canada Holding B.V. Netherlands Convergys Netherlands B.V. Netherlands CCM Limited Partner ULC Nova Scotia, Canada

Stream International Canada ULC

Canada

Convergys CMG Canada LimitedPartnership (99%LP)

Manitoba, Canada Convergys CMG Canada ULC Nova Scotia, Canada

Convergys New Brunswick, ULC(fka Convergys New Brunswick, Inc.) Nova Scotia New Brunswick, Canada

Convergys CMG CanadaLimited Partnership (1% GP) Manitoba, Canada

Convergys International B.V. Netherlands

Convergys Malaysia Sdn Bhd (fka Datacom SouthEast Asia (M) Sdn. Bhd.) Malaysia

Intervoice, LLC (30%) Texas Intervoice Pte Ltd. Singapore Intervoice Limited United Kingdom Intervoice GmbH Germany

Convergys South Africa (Pty) Ltd (fkaFrench Rose 14 (Pty) Ltd) South Africa

SGS Netherlands CV (99.31475% GP) Netherlands Stream Global Services LLC Delaware SGS Netherlands Cooperatief U.A. (1%) Netherlands SGS Netherlands Cooperatief U.A. (99%) Netherlands

Convergys Netherlands Investments B.V. (fka SGSNetherlands Investment Corporation B.V.) Netherlands

Convergys Philippines, Inc. (fka StreamInternational Global Services Philippines,Inc.) (98.4375%) Philippines

Convergys Nicaragua, S.A. (fkaStream Global Services Nicaragua,S.A.) (0.01%) Nicaragua

eTelecare Philippines, Inc. Philippines

Convergys Singapore HoldingsPte. Ltd. Singapore

Convergys Malaysia(Philippines) Sdn Bhd (fkaDatacom Connect (Phil) SdnBhd) Malaysia

Convergys Global Services Hong KongLimited (fka Stream Global Services HongKong Limited) Hong Kong

Convergys (Suzhou) InformationConsulting Co., Limited (fka Stream(Suzhou) Information Consulting Co.,Limited) ChinaSuzhou Ke Wei Xun Information

Services Co., Ltd. (fka Suzhou SiJunInformation Services Co. Ltd.) China

Convergys Services Singapore Pte. Ltd. (fkaStream Global Services - Singapore Pte.Ltd.) Singapore

Stream Business Process OutsourcingSouth Africa (Proprietary) Ltd. South Africa

etelcare Global Solutions - UK, Ltd. United Kingdom

Convergys Nicaragua, S.A. (fkaStream Global Services Nicaragua,S.A.) (99.99%) Nicaragua

Convergys Holdings (GB) Limited (fkaLBM Holdings Limited) United Kingdom

Convergys Holdings (UK) Ltd. (fkaLBM Holdings (UK) Ltd.) United Kingdom

Convergys Intelligent ContactLtd. (fka Stream IntelligentContact Ltd., fka LBM DirectMarketing Ltd.) United Kingdom

Intervoice, LLC (70%) 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.

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

of our reports dated February 22, 2017, with respect to the consolidated financial statements and schedule of Convergys Corporation and theeffectiveness of internal control over financial reporting of Convergys Corporation included in this Annual Report (Form 10-K) of ConvergysCorporation for the year ended December 31, 2016.

/s/ Ernst & Young LLP

Cincinnati, OhioFebruary 22, 2017

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine andJarrod 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 hercapacity 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 yearended December 31, 2016, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority todo 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 ifpersonally 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 byvirtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 25 th day of January, 2017.

/s/ Cheryl K. BeebeCheryl K. BeebeDirector

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine andJarrod 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 hiscapacity 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 yearended December 31, 2016, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority todo 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 ifpersonally 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 byvirtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25 th day of January, 2017.

/s/ Richard R. DevenutiRichard R. DevenutiDirector

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine andJarrod 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 hiscapacity 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 yearended December 31, 2016, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority todo 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 ifpersonally 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 byvirtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25 th day of January, 2017.

/s/ Jeffrey H. FoxJeffrey H. FoxDirector

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine andJarrod 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 hiscapacity 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 yearended December 31, 2016, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority todo 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 ifpersonally 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 byvirtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25 th day of January, 2017.

/s/ Joseph E. GibbsJoseph E. GibbsDirector

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine andJarrod 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 hercapacity 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 yearended December 31, 2016, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority todo 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 ifpersonally 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 byvirtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 25 th day of January, 2017.

/s/ Joan E. HermanJoan E. HermanDirector

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine andJarrod 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 hiscapacity 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 yearended December 31, 2016, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority todo 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 ifpersonally 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 byvirtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25 th day of January, 2017.

/s/ Thomas L. Monahan IIIThomas L. Monahan IIIDirector

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine andJarrod 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 hiscapacity 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 yearended December 31, 2016, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority todo 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 ifpersonally 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 byvirtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25 th day of January, 2017.

/s/ Ronald L. NelsonRonald L. NelsonDirector

POWER OF ATTORNEY

The undersigned, a director of Convergys Corporation, an Ohio corporation (the "Company"), hereby constitutes and appoints Andre S. Valentine andJarrod 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 hiscapacity 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 yearended December 31, 2016, and any amendments or supplements thereto, hereby giving and granting to said attorneys-in-fact and agents full power and authority todo 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 ifpersonally 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 byvirtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25 th day of January, 2017.

/s/ Richard F. WallmanRichard F. WallmanDirector

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 statementsmade, 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 financialcondition, 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 ExchangeAct 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 registrantand have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat 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 inaccordance 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 effectivenessof 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 fiscalquarter (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 theregistrant'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 likelyto 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 overfinancial reporting.

February 22, 2017 /s/ Andrea J. Ayers Andrea J. Ayers Chief Executive Officer

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 statementsmade, 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 financialcondition, 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 ExchangeAct 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 registrantand have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat 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 inaccordance 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 effectivenessof 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 fiscalquarter (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 theregistrant'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 likelyto 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 overfinancial reporting.

February 22, 2017 /s/ Andre S. Valentine Andre S. Valentine Chief Financial Officer

Exhibit 32.1 to 2016 10-K

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

In connection with the Annual Report on Form 10-K of Convergys Corporation (the "Company") for the year ended December 31, 2016, as filed with theSecurities and Exchange Commission on February 22, 2017 (the “Report”), I, Andrea J. Ayers, Chief Executive Officer of the Company, certify, pursuant to 18U.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 ofand for the periods covered in the Report.

/s/ Andrea J. AyersAndrea J. AyersChief Executive Officer

February 22, 2017

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 theSecurities 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 theReport.

Exhibit 32.2 to 2016 10-K

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

In connection with the Annual Report on Form 10-K of Convergys Corporation (the "Company") for the year ended December 31, 2016, as filed with theSecurities and Exchange Commission on February 22, 2017 (the “Report”), I, Andre S. Valentine, Chief Financial Officer of the Company, certify, pursuant to 18U.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 ofand for the periods covered in the Report.

/s/ Andre S. ValentineAndre S. ValentineChief Financial Officer

February 22, 2017

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 theSecurities 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 theReport.