What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 188 added, 169 removed, 697 unchanged (34% of the section changed)

4 unchanged sentences

(Amounts in thousands, except share amounts)

September 30,

Current assets

34 unchanged sentences

10,000,000 shares authorized;

zero shares outstanding as of June 30, 2025 and December 31, 2024

zero shares outstanding as of September 30, 2025 and December 31, 2024

Common stock;

1 unchanged sentence

150,000,000 shares authorized;

48,400,131 and 47,749,494 shares outstanding as of June 30, 2025 and December 31, 2024, respectively

48,463,497 and 47,749,494 shares outstanding as of September 30, 2025 and December 31, 2024 , respectively

Additional paid-in capital

Treasury stock at cost;

34,328,112 and 34,328,112 shares as of June 30, 2025 and December 31, 2024, respectively

34,328,112 and 34,328,112 shares as of September 30, 2025 and December 31, 2024, respectively

Accumulated other comprehensive income (loss)

8 unchanged sentences

(Amounts in thousands, except per share amounts)

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Operating expenses

33 unchanged sentences

(Amounts in thousands)

Three months ended June 30, 2024 and 2025

Three months ended September 30, 2024 and 2025

Stockholders’ Equity of the Company

3 unchanged sentences

Income (Loss)

Balance as of March 31, 2024

Balance as of June 30, 2024

Payments distributed to noncontrolling interest

4 unchanged sentences

Other, net of tax

Balance as of June 30, 2024

Balance as of September 30, 2024

Stockholders’ Equity of the Company

3 unchanged sentences

Income (Loss)

Balance as of March 31, 2025

Balance as of June 30, 2025

Net (loss) income

5 unchanged sentences

Other, net of tax

Balance as of June 30, 2025

Six months ended June 30, 2024 and 2025

Balance as of September 30, 2025

Nine months ended September 30, 2024 and 2025

Stockholders’ Equity of the Company

12 unchanged sentences

Other, net of tax

Balance as of June 30, 2024

Balance as of September 30, 2024

Stockholders’ Equity of the Company

11 unchanged sentences

Other, net of tax

Balance as of June 30, 2025

Balance as of September 30, 2025

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

(Amounts in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

6 unchanged sentences

Provision for credit losses

(Gain) loss on disposal of assets

Loss on disposal of assets

Impairment losses

11 unchanged sentences

Proceeds from sale of long-lived assets

Purchases of property, plant and equipment, net of acquisitions

Purchases of property, plant and equipment

Net cash used in investing activities

27 unchanged sentences

The Company designs, builds, and operates technology-enabled customer experiences across live interaction channels and provides data-driven digital solutions to help clients improve customer satisfaction and loyalty, increase customer revenue and profitability, and optimize overall cost to serve.

As of June 30, 2025, TTEC served approximately 690 clients across targeted industry verticals including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.

As of September 30, 2025, TTEC served approximately 660 clients across targeted industry verticals including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.

The Company operates and reports its financial results of operations through two business segments:

9 unchanged sentences

Together, TTEC’s ability to deliver comprehensive and transformational customer experience solutions to its clients is a marketplace differentiation, including integrated CX technology and service solutions, go-to-market strategies, and innovative offerings.

During the second quarter of 2025, the TTEC global operating platform delivered onshore, nearshore, and offshore services in 22 countries on six continents – the United States, Australia, Belgium, Brazil, Bulgaria, Canada, Colombia, Costa Rica, Egypt, Germany, Greece, Honduras, India, Ireland, Mexico, the Netherlands, New Zealand, the Philippines, Poland, South Africa, Thailand, and the United Kingdom, with contributions from approximately 50,000 customer care associates, consultants, technologists, and CX professionals.

During the third quarter of 2025, the TTEC global operating platform delivered onshore, nearshore, and offshore services in 22 countries on six continents – the United States, Australia, Belgium, Brazil, Bulgaria, Canada, Colombia, Costa Rica, Egypt, Germany, Greece, Honduras, India, Ireland, Mexico, the Netherlands, New Zealand, the Philippines, Poland, South Africa, Thailand, and the United Kingdom, with contributions from approximately 52,000 customer care associates, consultants, technologists, and CX professionals.

Basis of Presentation

22 unchanged sentences

As discussed in Note 10, the Company’s Credit Agreement includes a number of financial covenants and operating restrictions, failure to comply with which could result in a default under the Credit Agreement.

As of the issuance of these unaudited Consolidated Financial Statements, the Company believes it has sufficient cash on hand, positive working capital, and availability to access additional cash under the Credit Facility to meet its business operating requirements and make its capital expenditures and to continue to comply with the financial covenants under the Credit Agreement for the next 12 months.

On November 5, 2025, the Company entered into a Tenth Amendment (the “Tenth Amendment”) to the Credit Agreement, which extends the maturity date to November 23, 2027 and modifies certain other material terms of the Credit Facility, including the size of the facility, pricing, and certain covenants.

The Tenth Amendment is discussed in more detail in Note 10.

In the event that the Company does not remain in compliance with the financial covenants under the Credit Agreement, it may need to negotiate additional amendments to or waivers of the terms of such credit facilities, refinance its debt, reduce discretionary spending or raise additional capital.

The Credit Facility matures on November 23, 2026, and the Company is in active discussions with its lenders to extend the term of the Credit Facility through at least November 2027.

TTEC HOLDINGS, INC.

2 unchanged sentences

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses” which relates to measurement of credit losses for accounts receivable and contract assets and provides a practical expedient.

When developing reasonable and supportable forecasts as part of estimating credit losses, all entities may elect a practical expedient that assumes current conditions as of the balance sheet do not change for the remaining life of the asset.

The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The Company adopted the standard September 30, 2025.

The adoption did not impact the Company’s consolidated balance sheet or income statement.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures” which relates to disclosures regarding a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses.

10 unchanged sentences

The Company is still evaluating the potential impact of the pronouncement.

In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other Internal Use Software” which was issued to modernize the accounting for software costs and removes all references to prescriptive and sequential software development stages.

The ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those fiscal reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is still evaluating the potential impact of the pronouncement.

(2) ACQUISITIONS AND DIVESTITURES

4 unchanged sentences

The Faneuil Transaction was recorded as a business combination under ASC 805, Business Combinations, with identifiable assets acquired and liabilities assumed recorded at their estimated fair values as of the acquisition date.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Total cash paid at the time of acquisition was $ 142.4 million.

7 unchanged sentences

Based on final results, no final earn-out payment was required.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Assets Held for Sale

14 unchanged sentences

TTEC Digital supports the majority of CX platform and solution requirements through its strategic partnerships with the leading CX software vendors including Genesys, Microsoft, Cisco, AWS, Google, Salesforce, ServiceNow, and Nice among others.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

TTEC Digital’s solutions are built to respond to market needs for both enterprise and small and medium-sized business clients.

19 unchanged sentences

• Back-office Support

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

TTEC Engage goes to market through a vertical approach with customized solutions that include industry-specific talent, technology, certifications, and capabilities.

4 unchanged sentences

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Cost of services (exclusive of depreciation and amortization presented separately below) (1)

7 unchanged sentences

Income before income taxes

Three Months Ended June 30, 2024

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Three Months Ended September 30, 2024

Cost of services (exclusive of depreciation and amortization presented separately below) (1)

7 unchanged sentences

Income before income taxes

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Cost of services (exclusive of depreciation and amortization presented separately below) (1)

7 unchanged sentences

Income before income taxes

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Cost of services (exclusive of depreciation and amortization presented separately below) (1)

10 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Capital Expenditures

June 30, 2025

December 31, 2024

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

September 30, 2025

December 31, 2024

The following table presents revenue based upon the geographic location where the services are provided (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

United States / Canada

3 unchanged sentences

(4) SIGNIFICANT CLIENTS AND OTHER CONCENTRATIONS

The Company had one client that contributed in excess of 10% of total revenue for the six months ended June 30, 2025;

The Company had one client that contributed in excess of 10% of total revenue for the nine months ended September 30, 2025;

this client operates in the automotive industry and is included in the TTEC Engage segment.

This client contributed 10.7 % and 11.0 % of total revenue for the six months ended June 30, 2025 and 2024, respectively.

This client contributed 10.8 % and 11.1 % of total revenue for the nine months ended September 30, 2025 and 2024, respectively.

In addition, the Company has other clients with aggregate revenue exceeding $ 100 million annually and the loss of one or more of these clients could have a material adverse effect on the Company’s business, operating results, or financial condition.

3 unchanged sentences

To limit the Company’s credit risk with its clients, management performs periodic credit evaluations, maintains allowances for credit losses and may require pre-payment for services from certain clients whose financial stability or payment practices raise concern.

Based on currently available information, management does not believe significant credit risk existed as of June 30, 2025 beyond what was already recognized.

Based on currently available information, management does not believe significant credit risk existed as of September 30, 2025 beyond what was already recognized.

Activity in the Company’s Allowance for credit losses consists of the following (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Balance, beginning of period

3 unchanged sentences

Balance, end of period

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Accounts Receivable Factoring Agreement

6 unchanged sentences

The cash proceeds from the prior Agreement were included in the change in accounts receivable within the operating activities section of the Consolidated Statements of Cash Flow.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Goodwill consisted of the following (in thousands):

Acquisitions /

September 30,

The Company performs an annual goodwill impairment assessment on December 1 st , or more frequently, if indicators of impairment exist.

9 unchanged sentences

Such a change in either of these assumptions individually would have resulted in the Digital Recurring reporting unit failing Step 1 of the goodwill impairment analysis on December 1, 2024.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The carrying value of Digital Professional Services was $ 225.9 million at December 1, 2024, including approximately $ 188.0 million of goodwill.

5 unchanged sentences

The estimate of fair value was based on generally accepted valuation techniques and information available at the date of the assessment, which incorporated management’s assumptions about expected revenues, future cash flows and available market information for comparable companies.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Outside of our annual impairment testing process, the Company monitors its reporting units for any triggering events while also performing qualitative assessments of impairment indicators.

During the second quarter of 2025, the Company concluded there were no triggering events and completed its qualitative assessment of impairment indicators, which included, among other things, an assessment of changes in macroeconomic conditions, comparison of the actual results to those forecasted in the most recent annual impairment test and performing sensitivity analysis on key assumptions.

During the third quarter of 2025, the Company concluded there were no triggering events and completed its qualitative assessment of impairment indicators, which included, among other things, an assessment of changes in macroeconomic conditions, comparison of the actual results to those forecasted in the most recent annual impairment test and performing sensitivity analysis on key assumptions.

(6) DERIVATIVES

7 unchanged sentences

Conversely, the fair value of derivative liabilities reflects the Company’s creditworthiness.

As of June 30, 2025, the Company has not experienced, nor does it anticipate, any issues related to derivative counterparty defaults.

As of September 30, 2025, the Company has not experienced, nor does it anticipate, any issues related to derivative counterparty defaults.

All derivative financial instruments are reported at gross fair value and recorded in Prepaids and other current assets, Other long-term assets, Other current liabilities, and Other long-term liabilities in the accompanying Consolidated Balance Sheets as applicable for each period end.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Fair Value of Derivative Instruments

The fair value and location of derivatives in the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 were as follows (in thousands):

June 30, 2025

The fair value and location of derivatives in the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 were as follows (in thousands):

September 30, 2025

Not Designated

6 unchanged sentences

Total fair value of derivatives, net

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2024

12 unchanged sentences

Any realized gains or losses resulting from the foreign currency cash flow hedges are recognized together with the hedged transaction within Revenue.

The Company’s foreign exchange cash flow hedging instruments as of June 30, 2025 and December 31, 2024 are summarized as follows (amounts in thousands).

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company’s foreign exchange cash flow hedging instruments as of September 30, 2025 and December 31, 2024 are summarized as follows (amounts in thousands).

All hedging instruments are forward contracts.

As of June 30, 2025

As of September 30, 2025

Philippine Peso

December 2026

Colombian Peso

As of December 31, 2024

2 unchanged sentences

(1) Includes contracts to purchase Philippine pesos in exchange for New Zealand dollars and Australian dollars, which are translated into equivalent U.S.

dollars on June 30, 2025 and December 31, 2024.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The amounts and location of gains and losses on Cash Flow Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

dollars on September 30, 2025 and December 31, 2024.

The amounts and location of gains and losses on Cash Flow Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Foreign Exchange Cash Flow Hedges, effective:

8 unchanged sentences

Changes in the fair value of derivative instruments not designated as hedges are recognized in earnings in Other income (expense), net on a before tax basis and are offset by gains and losses on the related hedged items.

The Company’s volume of foreign exchange fair value derivative contracts as of June 30, 2025 and December 31, 2024 are summarized as follows (in thousands):

As of June 30, 2025 (2)

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company’s volume of foreign exchange fair value derivative contracts as of September 30, 2025 and December 31, 2024 are summarized as follows (in thousands):

As of September 30, 2025 (2)

Australian Dollar

2 unchanged sentences

New Zealand Dollar

(2) All fair value hedges are short-term and matured in July 2025 .

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(2) All fair value hedges are short-term and matured in October 2025 .

As of December 31, 2024 (3)

4 unchanged sentences

(3) All fair value hedges are short-term and matured in January 2025 .

The amounts and location of before tax gains and losses on Fair Value Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024, respectively, were as follows (in thousands):

Three Months Ended June 30,

The amounts and location of before tax gains and losses on Fair Value Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024, respectively, were as follows (in thousands):

Three Months Ended September 30,

Not Designated as Hedging Instruments

4 unchanged sentences

Other income (expense), net

Six Months Ended June 30,

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Nine Months Ended September 30,

Not Designated as Hedging Instruments

11 unchanged sentences

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The following presents information as of June 30, 2025 and December 31, 2024 for the Company’s assets and liabilities required to be measured at fair value on a recurring basis, as well as the fair value hierarchy used to determine their fair value.

The following presents information as of September 30, 2025 and December 31, 2024 for the Company’s assets and liabilities required to be measured at fair value on a recurring basis, as well as the fair value hierarchy used to determine their fair value.

Accounts Receivable and Payable - The amounts recorded in the accompanying balance sheets approximate fair value because of their short-term nature.

3 unchanged sentences

Debt - The Company’s debt consists primarily of the Company’s Credit Facility, which permits floating-rate borrowings based upon the current Prime Rate or SOFR plus a credit spread as determined by the Company’s leverage ratio calculation (in each case as defined in the Credit Agreement discussed in Note 10).

As of June 30, 2025 and December 31, 2024, the Company had $ 882.5 million and $ 975.0 million, respectively, of borrowings outstanding under the Credit Facility.

During the second quarter of 2025 outstanding borrowings accrued interest at an average rate of 7.0 % per annum, excluding unused commitment fees.

As of September 30, 2025 and December 31, 2024, the Company had $ 882.5 million and $ 975.0 million, respectively, of borrowings outstanding under the Credit Facility.

During the third quarter of 2025 outstanding borrowings accrued interest at an average rate of 6.6 % per annum, excluding unused commitment fees.

The amounts recorded in the accompanying Balance Sheets approximate fair value due to the variable nature of the debt based on Level 2 inputs.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Derivatives - Net derivative assets (liabilities) are measured at fair value on a recurring basis.

The portfolio is valued using models based on market observable inputs, including both forward and spot foreign exchange rates, interest rates, implied volatility, and counterparty credit risk, including the ability of each party to execute its obligations under the contract.

As of June 30, 2025, credit risk did not materially change the fair value of the Company’s derivative contracts.

The following is a summary of the Company’s fair value measurements for its net derivative assets (liabilities) as of June 30, 2025 and December 31, 2024 (in thousands):

As of June 30, 2025

As of September 30, 2025, credit risk did not materially change the fair value of the Company’s derivative contracts.

The following is a summary of the Company’s fair value measurements for its net derivative assets (liabilities) as of September 30, 2025 and December 31, 2024 (in thousands):

As of September 30, 2025

Fair Value Measurements Using

6 unchanged sentences

Total net derivative asset (liability)

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

As of December 31, 2024

7 unchanged sentences

Total net derivative asset (liability)

The following is a summary of the Company’s fair value measurements as of June 30, 2025 and December 31, 2024 (in thousands):

As of June 30, 2025

The following is a summary of the Company’s fair value measurements as of September 30, 2025 and December 31, 2024 (in thousands):

As of September 30, 2025

Fair Value Measurements Using

8 unchanged sentences

Total liabilities

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

As of December 31, 2024

11 unchanged sentences

The deferred compensation asset represents the combined fair value of all the funds based on quoted values and market observable inputs.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Contingent Consideration - The Company recorded contingent consideration payable related to the acquisition of Faneuil that closed in 2022.

8 unchanged sentences

Based on final results, no final earn-out payment was required.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(8) IMPAIRMENT OF ASSETS

4 unchanged sentences

Assumptions included the amount and timing of estimated future cash flows and assumed discount rates.

During the three months ended June 30, 2025 and 2024, TTEC Digital recognized impairment losses related to leasehold improvements assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.2 million and $ 2.5 million, respectively.

During the six months ended June 30, 2025 and 2024, TTEC Digital recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.2 million and $ 2.5 million, respectively.

During the three months ended June 30, 2025 and 2024, TTEC Engage recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.6 million and $ 0.7 million, respectively.

During the six months ended June 30, 2025 and 2024, TTEC Engage recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 1.3 million and $ 0.8 million, respectively.

During the three months ended September 30, 2025 and 2024, TTEC Digital recognized impairment losses related to leasehold improvements assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.0 million and $ 0.4 million, respectively.

During the nine months ended September 30, 2025 and 2024, TTEC Digital recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.2 million and $ 2.9 million, respectively.

During the three months ended September 30, 2025 and 2024, TTEC Engage recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.4 million and $ 4.3 million, respectively.

During the nine months ended September 30, 2025 and 2024, TTEC Engage recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 1.7 million and $ 5.1 million, respectively.

(9) INCOME TAXES

4 unchanged sentences

The Company’s selection of an accounting policy with respect to both the global intangible low taxed foreign income (“GILTI”) and base erosion and anti-abuse tax (“BEAT”) rules is to compute the related taxes in the period the entity becomes subject to either GILTI or BEAT.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act.

The Company is currently evaluating OBBBA, however, it is not expected to have a material impact on the Company’s consolidated financial statements.

The Company has evaluated the provisions of the new law and determined there was no material impact on the Company’s consolidated financial statements.

At the end of each interim period, we are required to estimate our annual effective tax rate for the fiscal year and to use that rate to provide for income taxes for the current year-to-date reporting period.

1 unchanged sentence

and international tax jurisdictions, earnings in international jurisdictions currently under an income tax holiday, and the impact of valuation allowances in the United States and several other jurisdictions.

The Company’s effective tax rate for the six months ended June 30, 2025 was 121.6 %.

This rate was the result of low year-to-date income, the exclusion of losses related to entities with a full valuation allowance and includes $ 1.9 million of expense related to interest payments received.

The Company’s effective tax rate for the nine months ended September 30, 2025 was 189.9 %.

This rate was the result of the jurisdictional mix of year-to-date income, foreign currency gains and losses and the impact of the exclusion of losses related to entities with a full valuation allowance.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company’s U.S.

12 unchanged sentences

These incentives have varying benefit year over year and expire at various times beginning in 2031.

The aggregate benefit to income tax expense for the three months ended June 30, 2025 and 2024 was approximately $ 0.6 million and $ 0.6 million, respectively, which had an impact on diluted net income per share of $ 0.01 and $ 0.01 , respectively.

The aggregate benefit to income tax expense for the six months ended June 30, 2025 and 2024 was approximately $1.2 million and $1.3 million, respectively, which had an impact on diluted net income per share of $0.02 and $0.03, respectively.

The aggregate benefit to income tax expense for the three months ended September 30, 2025 and 2024 was approximately $ 0.6 million and $ 0.7 million, respectively, which had an impact on diluted net income per share of $ 0.01 and $ 0.02 , respectively.

The aggregate benefit to income tax expense for the nine months ended September 30, 2025 and 2024 was approximately $1.8 million and $2.1 million, respectively, which had an impact on diluted net income per share of $0.03 and $0.04, respectively.

TTEC HOLDINGS, INC.

3 unchanged sentences

Credit Facility

On February 26, 2024 , the Company entered into an Eighth Amendment to the Credit Agreement to increase the net leverage ratio covenant, the lenders’ commitment fee rate and margin for a period starting with the quarter ending March 31, 2024 through the quarter ending March 31, 2025, from the current 3.5 to 1 to between 4.0 to 1 and 4.5 to 1, as may be applicable in different quarters;

and to reduce the total lenders’ commitment from $1.5 billion to $ 1.3 billion.

On November 5, 2025 , the Company entered into the Tenth Amendment, which extends the maturity date to November 23, 2027 (the “New Maturity Date”) and modifies certain other material terms of the Credit Facility, including the size of the facility, pricing and certain covenants.

The aggregate revolving commitment is reduced from $1.2 billion to $ 1.05 billion, with further reductions of $25 million each on April 1, 2026 and July 1, 2026 .

The letter of credit sublimit is reduced from $100 million to $50 million .

Base rate loans bear interest at a rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) SOFR in effect on such day plus 1.0%.

Base rate loans shall be based on the base rate, plus the applicable credit margin of 2.0% through September 30, 2026, increasing to 5.0% thereafter.

SOFR loans bear interest at a rate equal to the applicable spread adjusted SOFR plus applicable credit margin of 3.0% through September 30, 2026, increasing to spread adjusted SOFR plus 6.0% thereafter .

Alternative currency loans (not denominated in U.S.

Dollars) bear interest at rates applicable to their respective currencies.

A one-time extension fee of 1.5% of the aggregate revolving credit commitment is payable if the Credit Facility is still in effect on October 1, 2026 .

Limits on certain indebtedness, liens, investments and mergers are reduced by 50%, while acquisitions and restricted payments (subject to limited exceptions) are reduced by 100%.

Certain other uses of cash are also restricted, subject to limited exceptions.

The period during which certain covenant adjustments apply are as of March 31, 2026 and June 30, 2026.

The maximum net leverage ratio steps down from the currently permitted 4.25 to 3.00 by Q3 2027 (TTEC’s Q3 2025 net leverage ratio is 3.46 ).

The upfront fee payable to consenting lenders is 20 basis points of the revolving credit commitment .

On August 8, 2024 , the Company entered into a Ninth Amendment to the Credit Agreement (the “Ninth Amendment”) to, among other things, provide for less restrictive financial covenants in respect of the leverage ratio and the interest coverage ratio for the period beginning with the third quarter of 2024 through the first quarter of 2026 (the “Covenant Adjustment Period”).

2 unchanged sentences

In addition, the Company agreed to certain other changes, including, among others, (i) increased pricing on borrowings and increased facility fees, in each case, determined according to the Company’s leverage ratio, (ii) more restrictive limitations in respect of debt, liens, investments, acquisitions, asset sales and restricted payments, and (iii) requirements to apply certain equity and debt issuances and asset sale proceeds to the prepayment of the facility and permanent reduction of the total facility commitment amount.

The term of the Credit Facility is through November 23, 2026, and the Company is in active discussions with its lenders to extend the term of the Credit Facility through at least November 2027.

The maximum commitment under the Credit Facility is $ 1.2 billion in the aggregate, if certain conditions are satisfied.

The Credit Facility commitment fees are payable to the lenders in an amount equal to the unused portion of the Credit Facility multiplied by a rate per annum as determined by reference to the Company’s net leverage ratio.

The Credit Agreement contains customary affirmative, negative, and financial covenants.

The Credit Agreement also permits the utilization of up to $100 million of limits within the Credit Facility for letters of credit to be used in the business.

The Company’s Credit Agreement includes a number of financial covenants and operating restrictions and failure to comply with them could result in a default under the Credit Agreement.

In the event the Company does not remain in compliance with the financial covenants under the Credit Agreement, it may need to negotiate additional amendments to or waivers of the terms of such Credit Agreement, refinance its debt, or raise additional capital.

As defined in the Credit Agreement, base rate loans bear interest at a rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50 %, and (c) SOFR in effect on such day plus 1.0 %.

Base rate loans shall be based on the base rate, plus the applicable credit margin which ranges from 0.375 % to 2.5 % based on the Company’s net leverage ratio.

SOFR loans bear interest at a rate equal to the applicable spread adjusted SOFR plus applicable credit margin which ranges from 1.375 % to 3.5 % based on the Company’s net leverage ratio.

Alternative currency loans (not denominated in U.S.

Dollars) bear interest at rates applicable to their respective currencies.

and to reduce the total lenders’ commitment from $1.5 billion to $ 1.3 billion.

Letter of credit fees are one eighth of 1% of the stated amount of the letter of credit on the date of issuance, renewal or amendment, plus an annual fee equal to the borrowing margin for SOFR loans.

2 unchanged sentences

Notes to Consolidated Financial Statements

As of June 30, 2025 and December 31, 2024, the Company had borrowings of $ 882.5 million and $ 975.0 million, respectively, under its Credit Facility, and its average daily utilization was $ 1,020.7 million and $ 1,045.3 million for the six months ended June 30, 2025 and 2024, respectively.

Based on the level of availability per the covenant calculations as of June 30, 2025, the Company’s remaining borrowing capacity was approximately $ 270 million.

As of June 30, 2025, the Company was in compliance with all covenants and conditions under its Credit Agreement.

The Credit Agreement includes a number of financial covenants and operating restrictions and failure to comply with them could result in a default under the Credit Agreement.

As of September 30, 2025 and December 31, 2024, the Company had borrowings of $ 882.5 million and $ 975.0 million, respectively, under its Credit Facility, and its average daily utilization was $ 993.9 million and $ 1,047.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Based on the level of availability per the covenant calculations as of September 30, 2025, the Company’s remaining borrowing capacity was approximately $ 190 million.

As of September 30, 2025, the Company was in compliance with all covenants and conditions under its Credit Agreement .

Letters of Credit

As of June 30, 2025, outstanding letters of credit under the Credit Facility totaled $ 5.2 million.

As of June 30, 2025, letters of credit and contract performance guarantees issued outside of the Credit Agreement totaled $ 0.3 million.

As of September 30, 2025, outstanding letters of credit under the Credit Facility totaled $ 5.2 million.

As of September 30, 2025, letters of credit and contract performance guarantees issued outside of the Credit Agreement totaled $ 0.3 million.

Indebtedness under the Credit Agreement is guaranteed by the Company’s present and future subsidiaries.

6 unchanged sentences

(11) DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS

Revenue recognized for the six months ended June 30, 2025 from amounts included in deferred revenue as of December 31, 2024 was $ 50.4 million.

Revenue recognized for the six months ended June 30, 2024 from amounts included in deferred revenue as of December 31, 2023 was $ 60.1 million.

Prior period amounts have been adjusted to correct for identified errors in the calculation of deferred revenue recognized for the six months ended June 30, 2024.

Revenue recognized for the nine months ended September 30, 2025 from amounts included in deferred revenue as of December 31, 2024 was $ 59.8 million.

Revenue recognized for the nine months ended September 30, 2024 from amounts included in deferred revenue as of December 31, 2023 was $ 74.1 million.

Prior period amounts have been adjusted to correct for identified errors in the calculation of deferred revenue recognized for the nine months ended September 30, 2024.

Remaining performance obligations (“RPO”) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.

The Company’s RPO excludes performance obligations from on-demand arrangements as there are no minimum purchase commitments associated with these arrangements, and certain time and materials contracts that are billed in arrears.

As of June 30, 2025, the Company’s RPO was $ 396.9 million, which will be delivered and recognized within the next six years .

The Company expects to recognize approximately 63 % of the RPO over the next 12 months , 22 % of the RPO over the subsequent 13 to 24 months, and the remainder thereafter.

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

As of September 30, 2025, the Company’s RPO was $ 392.4 million, which will be delivered and recognized within the next six years .

The Company expects to recognize approximately 61 % of the RPO over the next 12 months , 24 % of the RPO over the subsequent 13 to 24 months, and the remainder thereafter.

(12) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

5 unchanged sentences

Net current period other comprehensive income (loss)

Accumulated other comprehensive income (loss) at June 30, 2024

Accumulated other comprehensive income (loss) at September 30, 2024

Accumulated other comprehensive income (loss) at December 31, 2024

2 unchanged sentences

Net current period other comprehensive income (loss)

Accumulated other comprehensive income (loss) at June 30, 2025

Accumulated other comprehensive income (loss) at September 30, 2025

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table presents the classification and amount of the reclassifications from Accumulated other comprehensive income (loss) to the Statement of Comprehensive Income (Loss) (in thousands):

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Comprehensive Income

10 unchanged sentences

Net income (loss)

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Comprehensive Income

12 unchanged sentences

The following table sets forth the computation of basic and diluted shares for the periods indicated (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Shares used in basic earnings per share calculation

4 unchanged sentences

Shares used in dilutive earnings per share calculation

For the three months ended June 30, 2025 and 2024, there were 3.3 million and 2.3 million outstanding Restricted Stock Units (“RSUs”), respectively, that were excluded from the computation of diluted net income per share because the effect would have been anti-dilutive.

For the six months ended June 30, 2025 and 2024, there were 3.3 million and 1.7 million outstanding RSUs, respectively, that were excluded from the computation of diluted net income per share because the effect would have been anti-dilutive.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the three months ended September 30, 2025 and 2024, there were 2.8 million and 3.2 million outstanding Restricted Stock Units (“RSUs”), respectively, that were excluded from the computation of diluted net income per share because the effect would have been anti-dilutive.

For the nine months ended September 30, 2025 and 2024, there were 3.2 million and 2.6 million outstanding RSUs, respectively, that were excluded from the computation of diluted net income per share because the effect would have been anti-dilutive.

(14) EQUITY-BASED COMPENSATION PLANS

All equity-based awards to employees are recognized in the Consolidated Statements of Comprehensive Income (Loss) at the fair value of the award on the grant date.

The following tables present the total equity-based compensation expense for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30,

The following tables present the total equity-based compensation expense for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30,

Equity-based compensation expense recognized in Cost of services

1 unchanged sentence

Total equity-based compensation expense

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Six Months Ended June 30,

Nine Months Ended September 30,

Equity-based compensation expense recognized in Cost of services

2 unchanged sentences

Restricted Stock Unit Grants

During the six months ended June 30, 2025 and 2024, the Company granted 537,159 and 3,106,297 RSUs, respectively, to new and existing employees, which vest over three to five years .

The Company recognized compensation expense related to RSUs of $ 4.1 million and $ 5.1 million for the three months ended June 30, 2025 and 2024, respectively.

The Company recognized compensation expense related to RSUs of $ 7.3 million and $ 10.9 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, there was approximately $ 21.7 million of total unrecognized compensation cost (including the impact of expected forfeitures) related to RSUs granted under the Company’s equity plans.

During the three months ended September 30, 2025 and 2024, the Company granted 205,694 and 250,913 RSUs, respectively.

During the nine months ended September 30, 2025 and 2024, the Company granted 742,853 and 3,357,210 RSUs, respectively, to new and existing employees, which vest over three to five years .

The Company recognized compensation expense related to RSUs of $ 3.1 million and $ 4.3 million for the three months ended September 30, 2025 and 2024, respectively.

The Company recognized compensation expense related to RSUs of $ 10.4 million and $ 15.2 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, there was approximately $ 18.5 million of total unrecognized compensation cost (including the impact of expected forfeitures) related to RSUs granted under the Company’s equity plans.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Performance Based Restricted Stock Unit Grants

8 unchanged sentences

The number of shares awarded will be based on the TTEC Engage and TTEC Digital business segments’ annual revenue and adjusted EBITDA for fiscal year 2025.

The Company did not recognize any compensation expense related to these awards for the three and six months ended June 30, 2025, as they were not deemed probable of being achieved.

The Company did not recognize any compensation expense related to these awards for the three and nine months ended September 30, 2025, as they were not deemed probable of being achieved.

During 2023, the Company awarded PRSUs to senior executives that are subject to service and performance vesting conditions.

3 unchanged sentences

Expense for these awards began at the start of the requisite service period, beginning January 1, 2025.

The Company did not recognize any compensation expense related to these awards for the three and six months ended June 30, 2025, as they were not deemed probable of being achieved.

The Company did not recognize any compensation expense related to these awards for the three and nine months ended September 30, 2025, as they were not deemed probable of being achieved.

During the fourth quarter of 2024, the Company awarded PRSUs to senior executives that are subject to service and performance vesting conditions.

3 unchanged sentences

Expense for these awards will begin at the start of the requisite service period, beginning January 1, 2026.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(15) NON-QUALIFIED DEFERRED COMPENSATION PLAN

8 unchanged sentences

In the fourth quarter of 2024 the Company suspended additional deferrals into the Plan for 2025 and until further notice.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(16) RELATED PARTY TRANSACTIONS

2 unchanged sentences

Tuchman, Chairman and Chief Executive Officer of the Company, has an indirect 100 % beneficial ownership interest in Avion and Airmax.

During the six months ended June 30, 2025 and 2024, the Company expensed $ 0.3 million and $ 0.2 million, respectively, to Avion and Airmax for services provided to the Company.

There was $ 138 thousand in payments due and outstanding to Avion and Airmax as of June 30, 2025.

During the nine months ended September 30, 2025 and 2024, the Company expensed $ 0.5 million and $ 0.3 million, respectively, to Avion and Airmax for services provided to the Company.

There was $ 73 thousand in payments due and outstanding to Avion and Airmax as of September 30, 2025.

Michelle Swanback, former President of the Company, whose resignation was effective on December 31, 2024, is a member of the board of directors of Willis (NYSE:

WTW) (fka “WTW” and “Willis Towers Watson”), that provides compensation consulting and insurance brokerage services to the Company.

During the six months ended June 30, 2024, the Company expensed $ 1.5 million for these services.

(17) SUBSEQUENT EVENTS

As previously disclosed in the Company’s press release of September 30, 2024, TTEC founder, Chairman and Chief Executive Officer, Kenneth Tuchman sent to the Company’s Board of Directors (the “Board”) the unsolicited, preliminary, non-binding proposal to take the Company private at a proposed purchase price of $6.85 per share, subject to various conditions (“Non-Binding Proposal”).

The Board established a special committee consisting of independent directors to evaluate the Non-Binding Proposal.

On July 31, 2025 , the Board received a letter from Mr.

Tuchman, advising that due to market conditions, he has decided not to pursue the Non-Binding Proposal.

Tuchman beneficially owns approximately 58% of the Company’s common stock, as set forth in Amendment No.

4 to Schedule 13D filed with the SEC by Mr.

Tuchman and certain entities affiliated with Mr.

Tuchman on August 1, 2025.

During the nine months ended September 30, 2024, the Company expensed $ 2.3 million for these services.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

8 unchanged sentences

Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.

Important factors that could cause our actual results to differ materially from those indicated in the forward looking statements include, among others, the risks related to our business operations, our strategy and our industry, including the risks related to our strategic execution in a competitive market, our ability to innovate and introduce technologies that are sufficiently disruptive to allow us to maintain and grow our market share such as the effective adoption of artificial intelligence into our solutions, revenue risks specific to client concentration in our TTEC Engage business segment, risks specific to our technology partners in our TTEC Digital business segment and to the impact on our business due to TTEC Digital’s clients’ transition to public cloud and SaaS solutions, risks specific to our remote delivery model, risks specific to our ability to recruit and retail labor at the right price point to meet changing business demands risks specific to operational controls and employee fraud, risks related to the accuracy of client forecasting, risks arising from our long sales cycles and lead time to revenue, risks specific to the inherent conflict between necessary cost containment and the need for investment to support new offerings in a competitive market, risks tied to our ability to meet our clients’ geographic footprint expansions, operational risks that arise from events outside of our control, risks inherent in M&A activity, risks of our financial operations, including risks related to our leverage and debt service obligations, risks specific to our cost containment measures, risks specific to restrictions on our operations built into our credit facility, risks to our profitability due to inflationary pressures on our delivery costs that cannot be passed on to clients, impact on our profitability due to contract terms typical in our industry, risks to profitability due to contractual risk transfer for things we cannot always control or insure against, foreign currency exchange risks, changes in income tax rates, interpretations of transfer pricing arrangements, uncertainties tied to goodwill, assets and strategic investments’ impairments, risks related to our use of technology and third party services, including possible disruption to our information technology systems, cybersecurity events and unauthorized data access, reliance on communication and utility services provided by third parties, risks specific to use of AI technologies, and the growing reliance on third parties for data, cloud and SaaS services, risks specific to legal and regulatory matters that impact our business, including uncertainty and inconsistency in privacy and data protection laws, the high cost of compliance with such laws, high cost and reputational damage of wage and hour and ERISA class action lawsuits, uncertainty in AI regulatory environments, risks specific to IP protection and infringement, and our ability to timely secure and maintain licenses needed to support certain regulated lines of business;

risks specific to operations outside of the U.S.

and in jurisdictions where we have limited experience, and risks related to the ownership of our common stock, including risks related to the termination of the proposal to take the company private, risks inherent in our capital structure, our controlling shareholder risk, risks related to the price and trading volumes of our common stock being affected by factors that we cannot fully impact or control, risks inherent in our dividend and stock repurchase policies, risks specific

to being a Delaware corporation and provisions in our charter documents that may discourage, delay or prevent change in control events, potentially depressing the price of our common stock, and the fact that our chairman and chief executive officer has control over matters requiring shareholder action potentially impacting our stock price and making it less attractive to investors.

and in jurisdictions where we have limited experience, risks related to government shutdowns, and risks related to the ownership of our common stock, including risks related to the termination of the proposal to take the company private, risks inherent in our capital structure, our controlling shareholder risk, risks related to the price and trading volumes of our common stock being affected by factors that we cannot fully impact or control, risks inherent in our dividend and stock repurchase policies, risks specific to being a Delaware corporation and provisions in our charter

documents that may discourage, delay or prevent change in control events, potentially depressing the price of our common stock, and the fact that our chairman and chief executive officer has control over matters requiring shareholder action potentially impacting our stock price and making it less attractive to investors.

Our forward-looking statements speak only as of the date that this report is filed with the United States Securities and Exchange Commission (“SEC”).

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements