UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 10-K/A

(Amendment No. 1) 

 

(Mark One) 

| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|--------------------------------------------------------------------------------------|

For the fiscal year ended December 31, 2013 

OR 

|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------|

For the transition period from                      to                     

Commission file number 0-27512 

 

CSG SYSTEMS INTERNATIONAL, INC. 

(Exact name of registrant as specified in its charter) 

 

 

| Delaware                                                      |   | 47-0783182                          |
|---------------------------------------------------------------|--------|-------------------------------------|
| (State or other jurisdictionof incorporation or organization) |   | (I.R.S. EmployerIdentification No.) |

9555 Maroon Circle 

Englewood, Colorado 80112 

(Address of principal executive offices, including zip code) 

(303) 200-2000 

(Registrant’s telephone number, including area code) 

Securities Registered Pursuant to Section 12(b) of the Act: 

 

| Title of Each Class                     |   | Name of Each Exchange on Which Registered |
|-----------------------------------------|--------|-------------------------------------------|
| Common Stock, Par Value $0.01 Per Share |   | NASDAQ Stock Market LLC                   |

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  x

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO   ̈

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 the 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 Act).    Yes   ̈    No  x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the last sales price of such stock, as of the close of trading on June 30, 2013, was $709,173,309. 

Shares of common stock outstanding at February 24, 2014: 34,206,638 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

         Portions of the Registrant's Proxy Statement for its 2014 Annual Meeting of Stockholders to be filed on or prior to April 30, 2014, are incorporated by reference into Part III of the Form 10-K.

 

 

 

 

----

 

CSG SYSTEMS INTERNATIONAL, INC. 

2013 FORM 10-K/A (Amendment No. 1) 

TABLE OF CONTENTS 

 

| PART IV  |    |                                    |
|----------|--------------|-----------------------------------------|
|     |         |                                    |   |
| Item 15. |         | Exhibits, Financial Statement Schedules |    | 3 |
|     |         | Signatures                              |    | 4 |

 

CSG Systems International, Inc. (the "Company" or forms of the pronoun "we") is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2013, as originally filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2014 (the “Original Filing”), for the sole purpose of refiling a revised, redacted version of Exhibit 10.22H to address comments received from the Commission in connection with its review of the Company’s confidential treatment request for certain portions of Exhibit 10.22H.  Exhibit 10.22H has been revised to only redact those words and phrases for which confidentiality is necessary and supported by the Freedom of Information Act and applicable Commission rules.  Specifically, certain words and phrases in sections 3 and 4 of CD Schedule C to Exhibit 10.22H that were redacted in the Original Filing are now filed in non-redacted form.

No other changes have been made to the Original Filing or any other exhibits.  This Amendment speaks as of the filing date of the Original Filing and does not reflect events occurring after the filing date or modify or update those disclosures that may be affected by subsequent events.  As such, this Form 10–K/A should be read in conjunction with the Original Filing.

 

2

----

 

PART IV 

 

| Item  15. | Exhibits, Financial Statement Schedules |
|----------------|-----------------------------------------|

(a) Financial Statements, Financial Statement Schedules, and Exhibits: 

 (3) Exhibits 

Exhibits are listed in the Exhibit Index on page 5. 

 

 (b) Exhibits 

The Exhibits filed or incorporated by reference herewith are as specified in the Exhibit Index. 

 

 

 

3

----

 

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. 

 

|   | CSG SYSTEMS INTERNATIONAL, INC. |
|--------|---------------------------------|
|   | By:                             |   | /s/ Peter E. Kalan |
|   |                            |   | Peter E. Kalan |
|   |                            |   | Chief Executive Officer |
|   |                            |   | (Principal Executive Officer) |
|   |                            |   |   |
|   | Date: July 9, 2014              |

 

 

 

4

----

 

EXHIBIT INDEX 

 

| ExhibitNumber |   | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |
| 2.10(21)      |   | Implementation Agreement between CSG Systems International, Inc. and Intec                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |
| 3.01(1)       |   | Restated Certificate of Incorporation of the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|          |   |
| 3.02(7)       |   | Revised Bylaws of CSG Systems International, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|          |   |
| 3.03(2)       |   | Certificate of Amendment of Restated Certificate of Incorporation of CSG Systems International,

Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|          |   |
| 4.01(1)       |   | Form of Common Stock Certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|          |   |
| 4.10(5)       |   | Indenture dated as of June 2, 2004 between the Registrant and Deutsche Bank Trust Company Americas relating to the CODES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|          |   |
| 4.20(5)       |   | Registration Rights Agreement dated as of June 2, 2004 between the Registrant and Lehman Brothers Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|          |   |
| 4.25(17)      |   | Letter agreement dated March 18, 2010 by and between CSG Systems International, Inc. and Quantum Partners Ltd. regarding $119,896,000 aggregate principal amount of CSG’s 2.5% Senior Subordinated Convertible Contingent Debt Securities due 2024                                                                                                                                                                                                                                                                                                                                                                              |
|          |   |
| 4.30(18)      |   | Purchase Agreement dated February 24, 2010, by and between CSG Systems International, Inc., and Barclays Capital Inc., J.P. Morgan Securities Inc., and UBS Securities LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          |   |
| 4.40(18)      |   | Indenture dated March 1, 2010 between CSG Systems International, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|          |   |
| 4.50(22)      |   | $300,000,000 Amended and Restated Credit Agreement dated as of September 24, 2010, as Amended and Restated as of November 24, 2010, among CSG Systems International, Inc., as Borrower, The Guarantors Party Hereto, The Lenders Party Hereto, UBS Securities LLC and RBC Capital Markets as Joint Lead Arrangers and Joint Bookmanagers, RBS Capital Markets, as Syndication Agent, UBS Securities LLC, as Documentation Agent, UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent, and UBS Loan Finance LLC, as Swingline Lender                                                                   |
|          |   |
| 4.60(32)      |   | $250,000,000 Amended and Restated Credit Agreement dated as of November 9, 2012, among CSG Systems International, Inc., as Borrower, The Guarantors Party Hereto, The Lenders Party Hereto, RBC Capital Markets, Wells Fargo Securities, LLC, HSBC Bank USA, National Association and BBVA Compass, as Join Lead Arrangers and Joint Bookmanagers, Wells Fargo Bank, National Association, as Syndication Agent, HSBC Bank USA, National Association and BBVA Compass, as Co-Documentation Agents, Royal Bank of Canada, as Administrative Agent and Collateral Agent, and Royal Bank of Canada, as Issuing Bank and Swingline Lender |
|          |   |
| 10.02(24)     |   | Second Amended and Restated 1996 Employee Stock Purchase Plan, as adopted on May 17, 2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|          |   |
| 10.04(24)     |   | CSG Systems International, Inc. 2005 Stock Incentive Plan, as adopted on May 17, 2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|          |   |
| 10.05(24)     |   | CSG Systems International, Inc. Performance Bonus Program, as adopted on May 17, 2011                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|          |   |
| 10.06(11)     |   | CSG Systems International, Inc. 2001 Stock Incentive Plan, as amended August 14, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|          |   |
| 10.15(19)     |   | Form of Indemnification Agreement between CSG Systems International, Inc. and Directors and Executive Officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|          |   |
| 10.16(8)      |   | Indemnification Agreement between CSG Systems International, Inc. and Mr. Ronald Cooper, dated November 16, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|          |   |
| 10.21*(13)    |   | CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Comcast Cable Communications Management, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|          |   |
| 10.21A*(22)   |   | Fifth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Comcast Cable Communications Management, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|          |   |
| 10.21B*(23)   |   | Sixth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Comcast Cable Communications Management, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|          |   |

5

----

 

| ExhibitNumber       |   | Description                                                                                                                                                                      |
|---------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.21C*(25)         |   | Seventh Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC       |
|                |   |
| 10.21D*(30)         |   | Eighth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC        |
|                |   |
| 10.21E*(30)         |   | Ninth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC         |
|                |   |
| 10.21F*(30)         |   | Tenth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC         |
|                |   |
| 10.21G*(30)         |   | Eleventh Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC      |
|                |   |
| 10.21H*(30)         |   | Twelfth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC       |
|                |   |
| 10.21I*(31)         |   | Thirteenth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC    |
|                |   |
| 10.21J*(31)         |   | Fourteenth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC    |
|                |   |
| 10.21K*(31)         |   | Fifteenth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC     |
|                |   |
| 10.21L*(31)         |   | Sixteenth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC     |
|                |   |
| 10.21M*(32)         |   | Seventeenth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC   |
|                |   |
| 10.21N*(32)         |   | Eighteenth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC    |
|                |   |
| 10.21O*(32)         |   | Twentieth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC     |
|                |   |
| 10.21P*(33)         |   | Nineteenth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC    |
|                |   |
| 10.21Q*(33)         |   | Twenty-First Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC  |
|                |   |
| 10.21R*(33)         |   | Twenty-Second Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC |
|                |   |
| 10.21S*(33)         |   | Twenty-Third Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC  |
|                |   |
| 10.22*(33)          |   | CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC                                                     |
|                |   |
| 10.22A*(34)         |   | First Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC                              |
|                |   |                                                                                                                                                                             |
|  

10.22B*(35) |   | Second Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC                             |
|                |   |
| 10.22C*(35)         |   | Third Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC         |
|                |   |
| 10.22D*(35)         |   | Fourth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC                             |
|                |   |

6

----

 

| ExhibitNumber       |   | Description                                                                                                                                           |
|---------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.22E*(36)         |   | Fifth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC   |
|                |   |
| 10.22F*(36)         |   | Sixth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC   |
|                |   |
| 10.22G*(36)         |   | Seventh Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC |
|                |   |
| 10.22H*             |   | CD Addendum to CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC           |
|                |   |                                                                                                                                                  |
| 10.23*(16)          |   | CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Dish Network L.L.C.                                                   |
|                |   |
| 10.23A*(19)         |   | Third Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Dish Network, L.L.C.                           |
|                |   |
| 10.23B*(22)         |   | Fourth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Dish Network, L.L.C.                          |
|                |   |
| 10.23C*(23)         |   | Tenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and DISH Network, L.L.C.                           |
|                |   |
| 10.23D*(25)         |   | Eleventh Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                         |
|                |   |
| 10.23E*(25)         |   | Twelfth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                          |
|                |   |
| 10.23F*(25)         |   | Thirteenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                       |
|                |   |
| 10.23G*(25)         |   | Fourteenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C                        |
|                |   |
| 10.23H*(26)         |   | Fifteenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                        |
|                |   |
| 10.23I*(30)         |   | Sixteenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                        |
|                |   |
| 10.23J*(29)         |   | Seventeenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                      |
|                |   |
| 10.23K*(29)         |   | Eighteenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                       |
|                |   |
| 10.23L*(28)         |   | Nineteenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                       |
|                |   |
| 10.23M*(29)         |   | Twentieth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                        |
|                |   |
| 10.23N*(28)         |   | Twenty-first Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                     |
|                |   |                                                                                                                                                  |
|  

10.23O*(30) |   | Twenty-second Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                    |
|                |   |
| 10.23P*(30)         |   | Twenty-third Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                     |
|                |   |
| 10.23Q*(30)         |   | Twenty-fourth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.                    |
|                |   |

7

----

 

| ExhibitNumber |   | Description                                                                                                                           |
|---------------|--------|---------------------------------------------------------------------------------------------------------------------------------------|
| 10.23R*(31)   |   | Twenty-fifth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.     |
|          |   |
| 10.23S*(31)   |   | Twenty-sixth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.     |
|          |   |
| 10.23T*(32)   |   | Twenty-seventh Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.   |
|          |   |
| 10.23U*(32)   |   | Twenty-eighth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.    |
|          |   |
| 10.23V*(32)   |   | Twenty-ninth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.     |
|          |   |
| 10.23W*(32)   |   | Thirtieth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network L.L.C.        |
|          |   |
| 10.23X*(34)   |   | Thirty-First Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network L.L.C.     |
|          |   |
| 10.23Y*(34)   |   | Thirty-Second Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network L.L.C.    |
|          |   |
| 10.23Z*(34)   |   | Thirty-Third Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network L.L.C.     |
|          |   |
| 10.23AA*(34)  |   | Thirty-Fourth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network L.L.C.    |
|          |   |
| 10.23AB*(35)  |   | Thirty-Fifth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network L.L.C.     |
|          |   |
| 10.23AC*(35)  |   | Thirty-Sixth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network L.L.C.     |
|          |   |
| 10.23AD*(36)  |   | Thirty-Seventh Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network L.L.C.   |
|          |   |
| 10.23AE*(36)  |   | Thirty-Ninth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and DISH Network L.L.C.     |
|          |   |
| 10.24*(15)    |   | CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable dated March 13, 2003                |
|          |   |
| 10.24A*(15)   |   | ComTec Processing and Production Services Agreement                                                                                   |
|          |   |
| 10.24B*(15)   |   | Second Amendment to the Processing and Production Services Agreement between CSG Systems, Inc. and Time Warner Cable Inc.             |
|          |   |
| 10.24C*(22)   |   | Forty-ninth Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.   |
|          |   |
| 10.24*D(25)   |   | Third Amendment to the Processing and Production Services Agreement between CSG Systems, Inc. and Time Warner Cable Inc.              |
|          |   |
| 10.24E*(25)   |   | Fifty-First Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.   |
|          |   |
| 10.24F*(25)   |   | Fifty-Third Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.   |
|          |   |
| 10.24G*(30)   |   | Fifty-Seventh Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc. |
|          |   |
| 10.24H*(30)   |   | Sixty-First Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.   |

8

----

 

| ExhibitNumber       |   | Description                                                                                                                             |
|---------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|                |   |
| 10.24I*(31)         |   | Fifty-Sixth Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.     |
|                |   |
| 10.24J*(31)         |   | Sixty-third Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.     |
|                |   |
| 10.24K*(31)         |   | Sixty-fifth Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.     |
|                |   |
| 10.24L*(32)         |   | Forty-eighth Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.    |
|                |   |
| 10.24M*(32)         |   | Fifty-ninth Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.     |
|                |   |
| 10.24N*(32)         |   | Sixty-seventh Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.   |
|                |   |
| 10.24O*(32)         |   | Sixty-eighth Amendment of the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.    |
|                |   |                                                                                                                                    |
| 10.24P(32)          |   | Second Amendment to Affiliate Addendum (Corporate National Sales Division)                                                              |
|                |   |
| 10.24P*(33)         |   | Sixtieth Amendment to the CSG Master Subscriber Management Agreement between CSG Systems, Inc. and Time Warner Cable Inc.               |
|                |   |
| 10.24Q(32)          |   | Fourth Amendment to Affiliate Addendum Carolina Region                                                                                  |
|                |   |
| 10.24Q*(33)         |   | Seventieth Amendment to the CSG Master Subscriber Management Agreement between CSG Systems, Inc. and Time Warner Cable Inc.             |
|                |   |
| 10.24R(33)          |   | First Amendment to Affiliate Addendum Media Sales Division between CSG Systems, Inc. and Time Warner Cable Inc.                         |
|                |   |
| 10.24S*(34)         |   | Sixty-Ninth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.     |
|                |   |
| 10.24T*(35)         |   | Seventy-Third Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.   |
|                |   |
| 10.24U*(35)         |   | Seventy-Sixth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.   |
|                |   |
| 10.24V*(36)         |   | Fifty-Eighth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.    |
|                |   |
| 10.24W*(36)         |   | Seventy-Second Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.  |
|                |   |                                                                                                                                    |
|  

10.24X*(36) |   | Seventy-Fifth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.   |
|                |   |
| 10.24Y*(36)         |   | Seventy-Seventh Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc. |
|                |   |
| 10.24Z*(36)         |   | Eighty-Second Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Time Warner Cable Inc.   |
|                |   |
| 10.39(13)           |   | CSG Systems, Inc. Wealth Accumulation Plan, as amended August 15, 2008                                                                  |
|                |   |
| 10.44(3)            |   | CSG Systems International, Inc. Stock Option Plan for Non-Employee Directors                                                            |
|                |   |
| 10.47(12)           |   | Restated Employment Agreement with Randy R. Wiese, dated May 29, 2008                                                                   |
|                |   |
| 10.47A(13)          |   | First Amendment to Restated Employment Agreement with Randy R. Wiese, dated August 19, 2008                                             |
|                |   |
| 10.48(12)           |   | Restated Employment Agreement with Peter E. Kalan, dated May 29, 2008                                                                   |
|                |   |

9

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| ExhibitNumber       |         | Description                                                                                                            |
|---------------------|--------------|------------------------------------------------------------------------------------------------------------------------|
| 10.48A(13)          |         | First Amendment to Restated Employment Agreement with Peter E. Kalan, dated August 19, 2008                            |
|                |         |
| 10.49(12)           |         | Restated Employment Agreement with Joseph T. Ruble, dated May 29, 2008                                                 |
|                |         |
| 10.49A(13)          |         | First Amendment to Restated Employment Agreement with Joseph T. Ruble, dated August 19, 2008                           |
|                |         |
| 10.50(4)            |         | CSG Systems International, Inc. 2001 Stock Incentive Plan                                                              |
|                |         |
| 10.51(14)           |         | Employment Agreement with Bret C. Griess dated February 19, 2009                                                       |
|                |         |
| 10.52(23)           |         | Restated Employment Agreement with Michael J. Henderson, dated March 16, 2011                                          |
|                |         |
| 10.80(6)            |         | Forms of Agreement for Equity Compensation                                                                             |
|                |         |
| 10.80A(10)          |         | Forms of Agreement for Equity Compensation                                                                             |
|                |         |
| 10.80B(9)           |         | Forms of Agreement for Equity Compensation                                                                             |
|                |         |
| 10.80C(11)          |         | Forms of Agreement for Equity Compensation                                                                             |
|                |         |
| 10.81(13)           |         | Forms of Agreement for Equity Compensation                                                                             |
|                |         |
| 10.82(23)           |         | Forms of Agreement for Equity Compensation                                                                             |
|                |         |
| 10.83(33)           |         | Forms of Agreement for Equity Compensation                                                                             |
|                |         |                                                                                                                   |
| 10.83(35)           |         | Forms of Agreement for Equity Compensation                                                                             |
|                |         |
| 21.01(36)           |         | Subsidiaries of the Registrant                                                                                         |
|                |         |
| 23.01(36)           |         | Consent of KPMG LLP                                                                                                    |
|                |         |
| 31.01(36)           |         | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               |
|                |         |
| 31.01A              |         | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               |
|                |         |
| 31.02(36)           |         | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               |
|                |         |
| 31.02A              |         | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               |
|                |         |
| 32.01(36)           |         | Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|                |         |
| 101.INS(36)         |         | XBRL Instance Document                                                                                                 |
|                |         |
| 101.SCH(36)         |         | XBRL Taxonomy Extension Schema Document                                                                                |
|                |         |
| 101.CAL(36)         |         | XBRL Taxonomy Extension Calculation Linkbase Document                                                                  |
|  

101.DEF(36) |    |  

XBRL Taxonomy Extension Definition Linkbase Document                                                           |
|                |         |
| 101.LAB(36)         |    | XBRL Taxonomy Extension Label Linkbase Document                                                                        |
|                |         |
| 101.PRE(36)         |    | XBRL Taxonomy Extension Presentation Linkbase Document                                                                 |

| (1) | Incorporated by reference to the exhibit of the same number to the Registration Statement No. 333-244 on Form S-1. |
|-----|-------------------------------------------------------------------------------------------------------------------------|

| (2) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 1997. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2001. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2002. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | Incorporated by reference to the exhibit of the same number to the Registrant’s Registration Statement No. 333-117427 on Form S-3. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------|

| (6) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2004. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (7) | Incorporated by reference to the exhibit of the same number to the Registrant’s Current Report on Form 8-K for the event dated May 26, 2005. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------|

10

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| (8) | Incorporated by reference to the exhibit of the same number to the Registrant’s Current Report on Form 8-K for the event dated November 16, 2006. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (9) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2007. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (10) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2007. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (11) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2007. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (12) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2008. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (13) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2008. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (14) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2009. |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (15) | Incorporated by reference to the exhibit of the same number to the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2008, filed on September 8, 2009. |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (16) | Incorporated by reference to the exhibit of the same number to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (17) | Incorporated by reference to the exhibit of the same number to the Registrant’s Current Report on Form 8-K for the event dated March 18, 2010. |
|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

| (18) | Incorporated by reference to the exhibit of the same number to the Registrant’s Current Report on Form 8-K for the event dated February 24, 2010. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (19) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2010. |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (20) | Incorporated by reference to the exhibit of the same number to the Registrant’s Current Report on Form 8-K for the event dated July 13, 2010. |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------|

| (21) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2010. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (22) | Incorporated by reference to the exhibit of the same number to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (23) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2011. |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (24) | Incorporated by reference to the exhibit of the same number to the Registrant’s Current Report on Form 8-K for the event dated May 17, 2011. |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

| (25) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2011. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (26) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2011. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (27) | Incorporated by reference to the exhibit of the same number to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (28) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012. |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (29) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q/A for the period ended March 31, 2012, filed on August 29, 2012. |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (30) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (31) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2012. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (32) | Incorporated by reference to the exhibit of the same number to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (33) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2013. |
|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (34) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2013. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (35) | Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2013. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (36) | Incorporated by reference to the exhibit of the same number to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------|

 

11

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| * | Portions of the exhibit have been omitted pursuant to an application for confidential treatment, and the omitted portions have been filed separately with the Commission. |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

12