UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549







FORM 10-K/A

(Amendment
No. 1)







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

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009



Commissions file number 1-14379



CONVERGYS CORPORATION



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



201 East Fourth Street, Cincinnati, Ohio 45202

Telephone Number (513) 723-7000







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



| |  |                              |  |                                          |  | 
| |  | ---------------------------- |  | ---------------------------------------- |  | 
| |  | Title of each class          |  | Name of each exchangeon which registered |  | 
| |  | Common Shares (no par value) |  | New York Stock Exchange                  |  | 



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







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



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes
    No X



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



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



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



Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.



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



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



The aggregate market value of the voting shares held by non-affiliates of the registrant was $1,139,860,863, computed by reference to the closing sale price of the
stock on the New York Stock Exchange on June 30, 2009, the last business day of the registrants most recently completed second fiscal quarter.



At January 31, 2010, there were 123,170,011 common shares outstanding, excluding amounts held in treasury of 60,163,838.







DOCUMENTS INCORPORATED BY REFERENCE



Portions of the registrants definitive proxy statement for the 2010 Annual
Meeting of Shareholders to be held on April 20, 2010 are incorporated by reference into Part III of this report.



---

Explanatory Note



This Form 10-K/A is being filed by Convergys Corporation (the Company) to include audited financial statements of Cincinnati SMSA Limited
Partnership (the Partnership) as an exhibit to the Companys Form 10-K for 2009. The Company owns a 33.8% limited partnership interest in the Partnership. A consent of Ernst & Young LLP, independent auditors for the
Partnership, is also being filed as an exhibit hereto.



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PART IV



Item 15. Exhibits, Financial Statement Schedule



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



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



|    |  |                                                                                                                                                   |  |   
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|    |  | Page                                                                                                                                              |  |   
|    |  |                                                                                                                                                  
|(1) |  | Consolidated Financial Statements:                                                                                                                |  |   
|    |  |                                                                                                                                                  
|    |  | Reports of Independent Registered Public Accounting Firm                                                                                          |  | 41
|    |  |                                                                                                                                                  
|    |  | Consolidated Statements of Operations and Comprehensive Income (Loss)                                                                             |  | 43
|    |  |                                                                                                                                                  
|    |  | Consolidated Balance Sheets                                                                                                                       |  | 44
|    |  |                                                                                                                                                  
|    |  | Consolidated Statements of Cash Flows                                                                                                             |  | 45
|    |  |                                                                                                                                                  
|    |  | Consolidated Statements of Shareholders Equity                                                                                                   |  | 46
|    |  |                                                                                                                                                  
|    |  | Notes to Consolidated Financial Statements                                                                                                        |  | 47
|    |  |                                                                                                                                                  
|(2) |  | Financial Statement Schedule:                                                                                                                     |  |   
|    |  |                                                                                                                                                  
|    |  | II - Valuation and Qualifying Accounts                                                                                                            |  | 80
|    |  |                                                                                                                                                  
|    |  | Audited Financial Statements for Cincinnati SMSA Limited Partnership are filed herewith as Exhibit 99, which is incorporated herein by reference. |  |   



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



(3) Exhibits:

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



|               |  |                                                                                                                                                                                                                                                                                                       
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number
|3.1            |  | Amended Articles of Incorporation of Convergys Corporation. (Incorporated by reference from Exhibit 3.1 to Form S-3 Registration Statement (File No. 333-43404) filed on August 10,
2000.)                                                                                                            
|               | 
|3.2            |  | Amended and Restated Code of Regulations of Convergys Corporation. (Incorporated by reference from Exhibit 3.2 to Form 10-Q filed on May 5, 2009.)                                                                                                                                                    
|               | 
|4.1            |  | Indenture, dated October 13, 2009, by and between Convergys Corporation and U.S. Bank National Associated, as trustee, relating to Convergys Corporations 5.75% Junior Subordinated
Convertible Debentures due 2029. (Incorporated by reference from Exhibit 4.1 to Form 8-K filed October 13, 2009.)
|               | 
|4.2            |  | Form of 5.75% Junior Subordinated Convertible Debenture due 2029. (Incorporated by reference from Exhibit 4.1 to Form 8-K filed October 13, 2009.)                                                                                                                                                    
|               | 
|10.1           |  | Employment Letter between Convergys Corporation and Andrea J. Ayers dated June 4, 1998.                                                                                                                                                                                                               
|               | 
|10.2           |  | Change-in-control Agreement between Convergys Corporation and Andrea J. Ayers dated June 8, 2008.                                                                                                                                                                                                     
|               | 
|10.3           |  | Offer of Employment Letter between Convergys Corporation and James P. Boyce dated February 22, 2000.                                                                                                                                                                                                  
|               | 
|10.4           |  | Change-in-control Agreement between Convergys Corporation and James P. Boyce dated June 8, 2008.                                                                                                                                                                                                      
|               | 
|10.5           |  | Employment Agreement between Convergys Corporation and Robert A. Lento dated September 1, 2002.                                                                                                                                                                                                       
|               | 
|10.6           |  | Amendment to Employment Agreement dated September 1, 2002 between Convergys Corporation and Robert A. Lento dated December 29, 2008.                                                                                                                                                                  
|               | 
|10.8           |  | Offer Letter, dated February 9, 2010, between Convergys Corporation and Jeffrey Fox (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on February 12,
2010).                                                                                                                             



3



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|      |  |                                                                                                                                                                                                                                                                    
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9  |  | Convergys Corporation Deferred Compensation and Long-Term Incentive Plan Award Deferral Plan for Non-Employee Directors as amended and restated effective February 24, 2004.
(Incorporated by reference from Exhibit 10.24 to Form 10-Q filed on August 9, 2004.) *
|      | 
|10.10 |  | Convergys Corporation Deferred Compensation Plan for Non-Employee Directors dated August 26, 2008. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on November 5, 2008.) *                                                                         
|      | 
|10.11 |  | Convergys Corporation Long-Term Incentive Plan as amended and restated effective as of April 22, 2008. (Incorporated by reference from Exhibit 10.4 to Form 10-Q filed on May 7, 2008.) *                                                                          
|      | 
|10.12 |  | Convergys Corporation Supplemental Executive Retirement Plan amended effective February 20, 2007. (Incorporated by reference from Exhibit 10.1 to Form 10-Q filed on August 7, 2007.)
*                                                                            
|      | 
|10.13 |  | Convergys Corporation Supplemental Executive Retirement Plan as amended dated August 26, 2008. (Incorporated by reference from Exhibit 10.3 to Form 10-Q filed on November 5, 2008.)
*                                                                             
|      | 
|10.14 |  | Convergys Corporation Executive Deferred Compensation Plan as amended October 29, 2001. (Incorporated by reference from Exhibit 10.9 to Form 10-K filed on February 28, 2008.)
*                                                                                   
|      | 
|10.15 |  | Convergys Corporation Executive Deferred Compensation Plan as amended effective February 24, 2004. (Incorporated by reference from Exhibit 10.25 to Form 10-Q filed on August 9, 2004.) *                                                                          
|      | 
|10.16 |  | Convergys Corporation Executive Deferred Compensation Plan as amended dated December 21, 2005. (Incorporated by reference from Exhibit 10.14 to Form 10-K filed on February 27, 2009.) *                                                                           
|      | 
|10.17 |  | Convergys Corporation Executive Deferred Compensation Plan as amended dated October 21, 2008. (Incorporated by reference from Exhibit 10.15 to Form 10-K filed on February 27, 2009.)
*                                                                            
|      | 
|10.18 |  | Convergys Corporation Employee Stock Purchase Plan. (Incorporated by reference from Appendix IV of Convergys Corporations Definitive Schedule 14A filed on March 12, 2004.)
*                                                                                     
|      | 
|10.19 |  | Convergys Corporation Retirement and Savings Plan as amended and restated dated January 28, 2008. (Incorporated by reference from Exhibit 10.17 to Form 10-K filed on February 27, 2009.) *                                                                        
|      | 
|10.20 |  | Amendment to Convergys Corporation Retirement and Savings Plan dated March 31, 2008. (Incorporated by reference from Exhibit 10.18 to Form 10-K filed on February 27, 2009.)
*                                                                                     
|      | 
|10.21 |  | Amendment to Convergys Corporation Retirement and Savings Plan dated December 23, 2008. (Incorporated by reference from Exhibit 10.19 to Form 10-K filed on February 27, 2009.)
*                                                                                  
|      | 
|10.22 |  | Convergys Corporation Canadian Employee Share Plan. (Incorporated by reference from Exhibit 4.2.1 to Form S-8 Registration Statement (File No. 333-86137) filed on December 29, 1999.) *                                                                           
|      | 
|10.23 |  | Annual Executive Incentive Plan dated February 20, 2007. (Incorporated by reference from Appendix IV of the Convergys Corporations Definitive Schedule 14A filed on March 13, 2007.) *                                                                            
|      | 
|10.24 |  | Convergys Corporation Qualified and Non-Qualified Pension Plan as amended and restated dated January 28, 2008. (Incorporated by reference from Exhibit 10.22 to Form 10-K filed on February
27, 2009.) *                                                           
|      | 
|10.25 |  | Amended Convergys Corporation Qualified and Non-Qualified Pension Plan dated March 31, 2008. (Incorporated by reference from Exhibit 10.23 to Form 10-K filed on February 27,
2009.)*                                                                              
|      | 
|10.26 |  | Amended Convergys Corporation Qualified and Non-Qualified Pension Plan dated December 17, 2008. (Incorporated by reference from Exhibit 10.24 to Form 10-K filed on February 27, 2009.)*                                                                           
|      | 
|10.27 |  | Convergys Corporation Severance Pay Plan dated December 9, 2008. (Incorporated by reference from Exhibit 10.25 to Form 10-K filed on February 27, 2009.)*                                                                                                          
|      | 
|10.28 |  | 2007 Form of Performance-Based Restricted Stock Unit Award Agreement. (Incorporated by reference from Exhibit 10.26.1 to Form 10-K filed on February 28, 2007.) *                                                                                                  
|      | 
|10.29 |  | 2007 Form of Performance Unit Award Agreement. (Incorporated by reference from Exhibit 10.27.1 to Form 10-K filed on February 28, 2007.) *                                                                                                                         
|      | 
|10.30 |  | 2007 Form of Time-Based Restricted Stock Unit Award Agreement for Directors. (Incorporated by reference from Exhibit 10.31 to Form 10-K filed on February 27, 2009.)
*                                                                                             



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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.31 |  | 2008 Form of Time-Based Restricted Stock Unit Award for Directors. (Incorporated by reference from Exhibit 10.1 to Form 10-Q filed on May 7, 2008.) *                                                                                                                                                                                                                                                                                                               
|      | 
|10.32 |  | 2008 Form of Performance-Based Restricted Stock Unit Award. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on May 7 2008.) *                                                                                                                                                                                                                                                                                                                       
|      | 
|10.33 |  | 2008 Form of Performance Unit Award. (Incorporated by reference from Exhibit 10.3 to Form 10-Q filed on May 7, 2008.) *                                                                                                                                                                                                                                                                                                                                             
|      | 
|10.34 |  | Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated October 20, 2006, between Convergys Corporation, certain financial institutions, JPMorgan Chase Bank, National
Association, as Administrative Agent, Citicorp, USA, Inc., as Syndication Agent, and Deutsche Bank AG, New York Branch and PNC Bank, National Association, as Co-Documentation Agents. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed
October 24, 2006.)
|      | 
|10.35 |  | Amendment to Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of August 11, 2008. (Incorporated by reference from Exhibit 10.4 to Form 10-Q filed on November
5, 2008.)                                                                                                                                                                                                                                                               
|      | 
|10.36 |  | Participation Agreement, dated as of June 30, 2003, between Convergys Corporation, Various Guarantors and Wachovia Development Corporation. (Incorporated by reference from Exhibit 10.1 to
Form 10-Q filed on August 12, 2003.)                                                                                                                                                                                                                                    
|      | 
|10.37 |  | Amended and Restated Lease Agreement, dated as of June 30, 2003, between Wachovia Development Corporation and Convergys Corporation. (Incorporated by reference from Exhibit 10.2 to Form
10-Q filed on August 12, 2003.)                                                                                                                                                                                                                                           
|      | 
|10.38 |  | Security Agreement, dated as of June 30, 2003, between Wachovia Development Corporation and Wachovia Bank, National Association and accepted and agreed to by Convergys Corporation.
(Incorporated by reference from Exhibit 10.3 to Form 10-Q filed on August 12, 2003.)                                                                                                                                                                                           
|      | 
|10.39 |  | Assignment and Recharacterization Agreement, dated as of June 30, 2003, between Convergys Corporation, Wells Fargo Bank Northwest, National Association, and Bank of America, National
Association. (Incorporated by reference from Exhibit 10.4 to Form 10-Q filed on August 12, 2003.)                                                                                                                                                                            
|      | 
|10.40 |  | Agreement, dated February 4, 2009, by and between Convergys Corporation and JANA Partners LLC. (Incorporated by reference from Exhibit 10.1 to Form 8-K filed on February 5,
2009.)                                                                                                                                                                                                                                                                                 
|      | 
|10.41 |  | First Amendment to Agreement, dated December 23, 2009, between Convergys Corporation and JANA Partners, LLC. (Incorporated by reference from Exhibit 10.1 for Form 8-K filed on December 28,
2009.)                                                                                                                                                                                                                                                                 
|      | 
|10.42 |  | Receivables Sales Agreement, dated as of June 30, 2009, between Convergys Corporation, as Originator, and Convergys Funding Inc., as Buyer. (Incorporated by reference from Exhibit 10.1 to
Form 10-Q filed on August 4, 2009.)                                                                                                                                                                                                                                     
|      | 
|10.43 |  | Receivables Purchase Agreement, dated as of June 30, 2009, among Convergys Funding Inc. as Seller, Convergys Corporation as Services, Wachovia Bank, National Association, Liberty Street
Funding LLC, the Bank of Nova Scotia, The Bank of Nova Scotia as Scotiabank Group Agent, and Wachovia Bank, National Association as Administrative Agent. (Incorporated by reference from Exhibit 10.2 to Form 10-Q filed on August 4,
2009.)                             
|      | 
|10.44 |  | Second Amendment to the Five-Year Competitive Advance and Revolving Credit facility Agreement dated as of October 20, 2006, among Convergys Corporation, the Lenders party thereto and
JPMorgan Chase Bank, National Association, as Administrative Agent, dated as of February 12, 2010.                                                                                                                                                                           
|      | 
|10.45 |  | 2009 Form of Time-Based Restricted Stock Unit Award Agreement for Employees.*                                                                                                                                                                                                                                                                                                                                                                                       
|      | 
|10.46 |  | 2009 Form of Performance-Based Stock Unit Award Agreement.*                                                                                                                                                                                                                                                                                                                                                                                                         
|      | 
|10.47 |  | 2009 Form of Performance-Based Restricted Stock Unit Award Agreement.*                                                                                                                                                                                                                                                                                                                                                                                              
|      | 
|12    |  | Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.                                                                                                                                                                                                                                                                                                                                                                                 
|      | 
|21    |  | Subsidiaries of Convergys Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | 
|23.1  |  | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for the Company.                                                                                                                                                                                                                                                                                                                                                                        
|      | 
|23.2  |  | Consent of Ernst & Young LLP, Independent Auditors for Cincinnati SMSA Limited Partnership.                                                                                                                                                                                                                                                                                                                                                                         
|      | 
|24    |  | Powers of Attorney.                                                                                                                                                                                                                                                                                                                                                                                                                                                 



5



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|     |  |                                                                     
|---- |  | --------------------------------------------------------------------
|31.1 |  | Rule 13(a) - 14(a) Certification by Chief Executive Officer.        
|     | 
|31.2 |  | Rule 13(a) - 14(a) Certification by Chief Financial Officer.        
|     | 
|32   |  | Section 1350 Certifications.                                        
|     | 
|99   |  | Audited Financial Statements for Cincinnati SMSA Limited Partnership



|* | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------



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



The responses to these portions of Item 15 were submitted as a separate section of the Companys Annual Report on Form 10-K for the year ended
December 31, 2009.



6



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Signatures



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



|               |  |                       |  |                        
|-------------- |  | --------------------- |  | -----------------------
|               |  | CONVERGYS CORPORATION
|               |  |                      
|August 6, 2010 |  | By                    |  | /s/ Earl C. Shanks     
|               |  |                       |  | Earl C. Shanks         
|               |  |                       |  | Chief Financial Officer



7