SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 22, 2003
CONVERGYS CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 1-4379 31-1598292
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
201 East Fourth Street
Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 723-7000
Form 8-K Convergys Corporation
Item 9. Regulation FD Disclosure and Item 12. Results of Operations and
Financial Conditions
On April 22, 2003, Convergys Corporation reported its results for the
first quarter ended March 31, 2003. The earnings release for the first quarter
ended March 31, 2003 is attached as Exhibit 99.1. The attached exhibit is
furnished pursuant to Item 9 and Item 12 of Form 8-K.
The earnings release contains non-GAAP financial measures, including
pro forma net income and pro forma diluted earnings per share, which are not
prepared in accordance with GAAP. A reconciliation of these non-GAAP measures to
the comparable GAAP measures is included in the financial tables that are part
of the earnings release. In addition to the non-GAAP financial measures
contained in the earnings release, during the one-hour conference call scheduled
on Wednesday, April 23, at 10:00 AM, EDT, to discuss the company's first quarter
results, Convergys will disclose free cash flow, which is a non-GAAP financial
measure defined as cash flows from operations less the change in the balance of
the accounts receivable securitization and capital expenditures. A
reconciliation of free cash flow to the comparable GAAP measure is available at
www.convergys.com in the section "Invest in Convergys."
These non-GAAP financial measures should not be construed as being
more important to comparable GAAP measures. They are presented because the
Convergys Corporation management uses this information when evaluating the
company's results of operations and cash flow and believes that this information
provides the users of the financial statements with an additional and useful
comparison of the company's current results of operations and cash flows with
past and future periods.
Item 7. Exhibits
(c) Exhibits:
99.1 Earnings Release of Convergys Corporation dated April 22,
2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONVERGYS CORPORATION
By: /s/ William H. Hawkins II
-----------------------------------------
William H. Hawkins II
Senior Vice President General Counsel
and Secretary
Date: April 22, 2003
EXHIBIT INDEX
Exhibit No.
99.1 Earnings Release of Convergys Corporation dated April 22, 2003