(1)

Includes (a) 3,000,000 common shares, no par value (“Common Shares”), that are reserved for issuance under the Convergys Corporation 2018 Long-Term Incentive Plan (the “Plan”), plus (b) 6,110,423 Common Shares previously available for grant under the Convergys Corporation Amended and Restated Long Term Incentive Plan (the “Existing Plan”), which will be reserved for issuance under the Plan, plus (c) 2,468,012 Common Shares subject to outstanding awards under the Existing Plan as of April 22, 2018, which, if such awards are forfeited, canceled or terminated without having become vested, will be reserved for issuance under the Plan.

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(2)	This Registration Statement also covers an indeterminable number of additional Common Shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)	Estimated solely for calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), based on the average of the high and low sales prices of the Common Shares as reported on the New York Stock Exchange on May 9, 2018.

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•	The Company’s Annual Report on Form 10-K for the year ended December 31, 2017;

•	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018;

•	The Company’s Current Reports on Form 8-K filed with the SEC on January 3, 2018, January 25, 2018 and April 30, 2018; and

•	The description of the Common Shares contained in the Company’s Registration Statement on Form 8-A, filed with the SEC on August 6, 1998, as amended.

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(a)	The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement, if any, shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 6 of this Registration Statement, or otherwise (other than insurance), the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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