4 unchanged sentences
(Amounts in thousands, except share amounts)
−Removed: September 30,
Current assets
Cash and cash equivalents
−Removed: Accounts receivable, net of allowance of $ 4,761 and $ 2,248
+Added: Accounts receivable, net of allowance of $ 4,770 and $ 5,244 , respectively
Prepaids and other current assets
3 unchanged sentences
Property, plant and equipment, net
−Removed: Assets held for sale
Operating lease assets
4 unchanged sentences
Total long-term assets
−Removed: LIABILITIES, STOCKHOLDERS’ EQUITY
+Added: LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
10 unchanged sentences
Deferred tax liabilities, net
−Removed: Non-current income tax payable
Non-current operating lease liabilities
7 unchanged sentences
10,000,000 shares authorized;
−Removed: zero shares outstanding as of September 30, 2024 and December 31, 2023
+Added: zero shares outstanding as of March 31, 2025 and December 31, 2024
Common stock;
1 unchanged sentence
150,000,000 shares authorized;
−Removed: 47,724,298 and 47,427,200 shares outstanding as of September 30, 2024 and December 31, 2023, respectively
+Added: 47,804,123 and 47,749,494 shares outstanding as of March 31, 2025 and December 31, 2024, respectively
Additional paid-in capital
Treasury stock at cost:
−Removed: 34,328,331 and 34,625,053 shares as of September 30, 2024 and December 31, 2023, respectively
+Added: 34,328,112 and 34,328,112 shares as of March 31, 2025 and December 31, 2024, respectively
Accumulated other comprehensive income (loss)
2 unchanged sentences
Total stockholders’ equity
−Removed: Total liabilities, stockholders’ equity and mezzanine equity
+Added: Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these consolidated financial statements.
3 unchanged sentences
(Amounts in thousands, except per share amounts)
−Removed: Three months ended September 30,
−Removed: Nine months ended September 30,
+Added: Three months ended March 31,
Operating expenses
5 unchanged sentences
Total operating expenses
−Removed: Income (loss) from operations
+Added: Income from operations
Other income (expense)
7 unchanged sentences
Net income (loss) attributable to noncontrolling interest
−Removed: Net income (loss) attributable to TTEC stockholders
+Added: Net (loss) income attributable to TTEC stockholders
Other comprehensive income (loss)
7 unchanged sentences
Comprehensive income attributable to noncontrolling interest
−Removed: Comprehensive income (loss) attributable to TTEC stockholders
+Added: Comprehensive (loss) income attributable to TTEC stockholders
Weighted average shares outstanding
3 unchanged sentences
AND SUBSIDIARIES
−Removed: Consolidated Statements of Stockholders’ Equity and Mezzanine Equity
+Added: Consolidated Statements of Stockholders’ Equity
(Amounts in thousands)
−Removed: Three months ended September 30, 2023 and 2024
−Removed: Stockholders’ Equity of the Company
−Removed: Comprehensive
−Removed: Noncontrolling
−Removed: Paid-in Capital
−Removed: Income (Loss)
−Removed: Balance as of June 30, 2023
−Removed: Dividends to shareholders ($ 0.52 per common share)
−Removed: Dividends distributed to noncontrolling interest
−Removed: Foreign currency translation adjustments
−Removed: Derivatives valuation, net of tax
−Removed: Vesting of restricted stock units
−Removed: Equity-based compensation expense
−Removed: Other, net of tax
−Removed: Balance as of September 30, 2023
−Removed: Stockholders’ Equity of the Company
−Removed: Comprehensive
−Removed: Noncontrolling
−Removed: Paid-in Capital
−Removed: Income (Loss)
−Removed: Balance as of June 30, 2024
−Removed: Net (loss) income
−Removed: Dividends to shareholders ($ 0.00 per common share)
−Removed: Dividends distributed to noncontrolling interest
−Removed: Foreign currency translation adjustments
−Removed: Derivatives valuation, net of tax
−Removed: Vesting of restricted stock units
−Removed: Equity-based compensation expense
−Removed: Other, net of tax
−Removed: Balance as of September 30, 2024
−Removed: Nine months ended September 30, 2023 and 2024
+Added: Three months ended March 31, 2024 and 2025
Stockholders’ Equity of the Company
4 unchanged sentences
Balance as of December 31, 2023
−Removed: Noncontrolling interest adjustment due to buyout
Dividends to shareholders ($ 0.06 per common share)
−Removed: Buyout of noncontrolling interest
−Removed: Dividends distributed to noncontrolling interest
+Added: Payments distributed to noncontrolling interest
Foreign currency translation adjustments
3 unchanged sentences
Other, net of tax
−Removed: Balance as of September 30, 2023
+Added: Balance as of March 31, 2024
Stockholders’ Equity of the Company
5 unchanged sentences
Net (loss) income
−Removed: Dividends to shareholders ($ 0.06 per common share)
−Removed: Dividends distributed to noncontrolling interest
+Added: Payments distributed to noncontrolling interest
Foreign currency translation adjustments
3 unchanged sentences
Other, net of tax
−Removed: Balance as of September 30, 2024
+Added: Balance as of March 31, 2025
The accompanying notes are an integral part of these consolidated financial statements.
3 unchanged sentences
(Amounts in thousands)
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Cash flows from operating activities
−Removed: Net income (loss)
−Removed: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
3 unchanged sentences
Provision for credit losses
−Removed: Loss on disposal of assets
−Removed: Loss on dissolution of subsidiary
+Added: (Gain) loss on disposal of assets
Impairment losses
2 unchanged sentences
Equity-based compensation expense
−Removed: Loss on foreign currency derivatives
+Added: Loss (gain) on foreign currency derivatives
Changes in assets and liabilities, net of acquisitions:
3 unchanged sentences
Deferred revenue and other liabilities
−Removed: Net cash provided by operating activities
+Added: Net cash (used in) provided by operating activities
Cash flows from investing activities
3 unchanged sentences
Cash flows from financing activities
−Removed: Proceeds from/(repayments of) line of credit, net
+Added: Net proceeds (borrowings) from line of credit
Payments on other debt
−Removed: Payments of contingent consideration and hold back payments to acquisitions
−Removed: Dividends paid to shareholders
+Added: Payments of debt issuance costs
Payments to noncontrolling interest
Tax payments related to issuance of restricted stock units
−Removed: Payments of debt issuance costs
−Removed: Net cash (used in)/provided by financing activities
+Added: Net cash used in financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
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pronounced “T-TEC”) is a global customer experience (“CX”) outsourcing partner for marquee and disruptive brands and public sector clients.
−Removed: The Company designs, builds, and operates technology-enabled customer experiences across digital and live interaction channels to help clients increase customer loyalty, revenue, and profitability.
−Removed: By combining digital solutions with data-driven service capabilities, the Company helps clients improve their customer satisfaction while lowering their total cost to serve.
−Removed: As of September 30, 2024, TTEC served approximately 750 clients across targeted industry verticals including financial services, healthcare, public sector, telecom, technology, media, travel and hospitality, automotive and retail.
+Added: The Company designs, builds, and operates technology-enabled customer experiences across live interaction channels and data-driven digital solutions to help clients improve customer satisfaction and loyalty, increase customer revenue and profitability, and optimize overall cost to serve.
+Added: As of March 31, 2025, TTEC served approximately 700 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 operation through two business segments:
−Removed: • TTEC Digital is one of the largest CX technology providers and is focused exclusively on the intersection of Contact Center as a Service (CCaaS), Customer Relationship Management (CRM), and Artificial Intelligence (AI) and Analytics.
+Added: • TTEC Digital is one of the largest CX technology and service providers and is focused on the intersection of Contact Center as a Service (“CCaaS”), Customer Relationship Management (“CRM”), and Artificial Intelligence (AI) and Analytics.
A professional services organization comprised of software engineers, systems architects, data scientists and CX strategists, this segment creates and implements strategic CX transformation roadmaps;
2 unchanged sentences
TTEC Digital serves clients across enterprise and small and medium-sized business segments and has a dedicated unit with government technology certifications serving the public sector.
−Removed: • TTEC Engage provides the digitally enabled CX operational and managed services to support large, complex enterprise clients’ end-to-end customer interactions at scale.
−Removed: Tailored to meet industry-specific and business needs, this segment delivers data-driven omnichannel customer care, customer acquisition, growth, and retention services, tech support, trust and safety and back-office solutions.
−Removed: The segment’s technology-enabled delivery model covers the entire associate lifecycle including recruitment, onboarding, training, delivery, workforce management and quality assurance.
−Removed: TTEC demonstrates its market leadership through strategic collaboration across TTEC Digital and TTEC Engage when there is client demand and fit for the Company’s integrated solutions.
−Removed: This partnership is central to the Company’s ability to deliver comprehensive and transformational customer experience solutions to its clients, including integrated delivery, go-to-market and innovation for truly differentiated, market leading CX solutions.
−Removed: During the third quarter of 2024, the combined TTEC Digital and TTEC Engage 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 the help of approximately 51,600 customer care associates, consultants, technologists, and CX professionals.
+Added: • TTEC Engage provides the digitally enabled CX operational and managed services to support large, complex enterprise clients’ end-to-end customer interactions at scale across the world.
+Added: Tailored to meet industry-specific business needs, this segment delivers data-driven omnichannel customer care, customer acquisition, growth, and retention services, tech support, fraud mitigation and back-office solutions.
+Added: The segment’s technology-enabled delivery model covers the entire solution lifecycle including associate recruitment, onboarding, training, delivery, workforce management and quality assurance.
+Added: TTEC pursues its CX market leadership through strategic collaboration across TTEC Digital and TTEC Engage.
+Added: 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.
+Added: During the first quarter of 2025, the TTEC Digital and TTEC Engage 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 contribution from approximately 50,000 customer care associates, consultants, technologists, and CX professionals.
Basis of Presentation
−Removed: The Consolidated Financial Statements are comprised of the accounts of TTEC, its wholly owned subsidiaries, its 55 % equity owned subsidiary Percepta, LLC, its 70 % equity owned subsidiary First Call Resolution, LLC through March 31, 2023 and then 100 % owned subsequently, and its 70 % equity owned subsidiary Serendebyte, Inc.
−Removed: through December 31, 2023 and then 100 % owned subsequently (see Note 2).
+Added: The Consolidated Financial Statements are comprised of the accounts of TTEC, its wholly owned subsidiaries and its 55 % equity owned subsidiary Percepta, LLC.
All intercompany balances and transactions have been eliminated in consolidation.
10 unchanged sentences
The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period.
−Removed: On an ongoing basis, the Company evaluates its estimates including those related to derivatives and hedging activities, income taxes including the valuation allowance for deferred tax assets, litigation reserves, restructuring reserves, allowance for credit losses, contingent consideration, redeemable noncontrolling interest, and valuation of goodwill, long-lived and intangible assets.
+Added: On an ongoing basis, the Company evaluates its estimates including those related to derivatives and hedging activities, income taxes including the valuation allowance for deferred tax assets, litigation reserves, restructuring reserves, allowance for credit losses, contingent consideration, and valuation of goodwill, long-lived and intangible assets.
The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Actual results may differ materially from these estimates under different assumptions or conditions.
−Removed: Out-of-period Adjustment
−Removed: The Consolidated Financial Statements for the three months ended June 30, 2023 included an adjustment of $ 14.2 million to other comprehensive income and deferred tax assets, to correct for an error identified by management during the preparation of the financial statements.
−Removed: This adjustment was to reflect the deferred tax impact of currency translation adjustments, of which $ 14.2 million related to prior annual fiscal periods.
−Removed: Management has determined that this error was not material to the historical financial statements in any individual period or in the aggregate and did not result in the previously issued financial statements being materially misstated.
−Removed: The impact to the three and six month periods ended June 30, 2023 was not material.
−Removed: As such, management recorded the correction as an out-of-period adjustment in the three months ended June 30, 2023.
−Removed: Cash, Cash Equivalents and Restricted Cash
−Removed: Cash and cash equivalents consist of cash, primarily held in interest-bearing investments, and liquid short-term investments, which have original maturities of three months or less.
−Removed: Restricted cash includes cash whereby the Company’s ability to use the funds at any time is contractually limited or is generally designated for specific purposes arising out of certain contractual or other obligations.
−Removed: The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheets that sum to the amounts reported in the Consolidated Statement of Cash Flows (in thousands):
−Removed: September 30, 2024
−Removed: December 31, 2023
−Removed: Cash and cash equivalents
−Removed: Restricted cash included in "Prepaid and other current assets"
−Removed: TTEC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
Concentration of Credit Risk
The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and derivative instruments.
−Removed: Historically, the losses related to credit risk have been immaterial, but in light of recent economic headwinds the Company has monitored its collection processes to reduce its credit risk.
+Added: Historically, the losses related to credit risk have been immaterial due to the Company’s focus on managing its collection processes to reduce its credit risk.
The Company regularly monitors its credit risk to mitigate the possibility of current and future exposures resulting in a loss.
The Company evaluates the creditworthiness of its clients prior to entering into an agreement to provide services and as necessary through the life of the client relationship.
−Removed: The Company does not believe it is exposed to more than a nominal amount of credit risk in its derivative hedging activities, as the Company diversifies its activities across eight investment-grade financial institutions.
+Added: The Company does not believe it is exposed to more than a nominal amount of credit risk in its derivative hedging activities, as the Company diversifies its activities across multiple investment-grade financial institutions.
Recently Adopted Accounting Pronouncements
−Removed: In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform” (Topic 848), which provides optional expedients and exceptions for contracts, hedging relationships, and other transactions affected by reference rate reform due to the anticipated cessation of the London Interbank Offered Rate (”LIBOR”).
−Removed: The ASU is effective from March 12, 2020, may be applied prospectively and could impact the accounting for LIBOR provisions in the Company’s credit facility agreement.
−Removed: In addition, in January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform – Scope,” which clarified the scope of FASB Accounting Standards Codification (“ASC”) 848 relating to contract modifications.
−Removed: The Company adopted the standard effective April 1, 2023 and the adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.
−Removed: Other Accounting Pronouncements
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.
The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required.
−Removed: The Company is assessing the effect on its annual consolidated financial statement disclosures;
−Removed: however, adoption is not expected to have a material impact on the Company’s Consolidated Financial Statements.
+Added: The Company adopted the standard December 31, 2024, retrospectively to all periods presented in the financial statements.
+Added: The adoption resulted in the Company adding the required detailed segment information within the Company’s segment disclosure footnote.
+Added: Other Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures.
1 unchanged sentence
The Company is assessing the effect on its annual consolidated financial statement disclosures;
−Removed: however, adoption is not expected to have a material impact on the Company’s Consolidated Financial Statements.
+Added: however, adoption is not expected to impact the Company’s consolidated balance sheets, income statements or related disclosures.
+Added: TTEC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” in response to longstanding requests from investors for more information about an entity’s expenses, specifically categories of expenses such as (purchases of inventory, employee compensation, depreciation, and amortization, and depletion).
2 unchanged sentences
(2) ACQUISITIONS AND DIVESTITURES
−Removed: In connection with the acquisition by TTEC Digital, LLC of a 70 % interest in Serendebyte Inc.
−Removed: (“Serendebyte”), Serendebyte’s founder exercised his put rights with respect to the remaining 30 % interest in Serendebyte on December 8, 2023, but failed to fulfill the agreed exercise prerequisites.
−Removed: TTEC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: In connection with triggering the option, on December 8, 2023, a $ 0.3 million accrual was reclassified from Redeemable noncontrolling interest to Accrued expenses and the remaining balance was reclassified to Additional paid in capital.
−Removed: Pursuant to the Membership Interest Purchase Agreement of October 26, 2019 between Ortana Holdings, Inc.
−Removed: and TTEC Services Corporation (the FCR “MIPA”) for the acquisition by TTEC of a 70 % interest in First Call Resolution, LLC (“FCR”), Ortana Holdings exercised its put rights in January 2023, which required TTEC to acquire Ortana Holdings’ remaining 30 % interest in FCR.
−Removed: The purchase price for the remaining 30% interest was determined based on the express provisions of the FCR MIPA and was based on FCR’s performance during 2022.
−Removed: The buyout agreement was signed on April 4, 2023 and reflected a buyout purchase of $22.4 million.
−Removed: In connection with the triggering of the option, as of March 31, 2023, the $ 22.4 million purchase price was reclassified from Redeemable noncontrolling interest to Accrued expenses and the remaining balance of $ 20.5 million was reclassified to Additional paid in capital.
−Removed: In February 2023, a $ 9.2 million payment related to excess cash distribution was completed and in April 2023 the final payment of $ 22.4 million was completed.
Certain Assets of Faneuil
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During 2023, a combined $ 3.0 million net expense was recorded related to fair value adjustments for the estimated contingent payment based on changes in estimated EBITDA, the timing of cash flows and market interest rate changes.
+Added: During 2024, a combined $ 1.5 million net gain was recorded related to fair value adjustments for the estimated contingent consideration payment based on changes in estimated EBITDA, the timing of cash flows and market interest rate changes.
These benefits (expenses) were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).
−Removed: For the nine months ended September 30, 2024, a $ 1.5 million net gain was recorded related to fair value adjustments for the estimated contingent payment based on changes in estimated EBITDA, the timing of cash flows and market interest rate changes.
−Removed: As of September 30, 2024, the contingent payment is accrued at $ 0.0 million.
−Removed: TTEC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: The Faneuil Transaction included an indemnity escrow which was disbursed as a holdback payment on the acquisition date.
−Removed: The indemnity payments related to real estate and technology funds that were spent post-close related to various IT upgrades and real estate expenses, and indemnity related to potential future employee wage increases.
−Removed: The indemnity payments were valued based on a weighted average of several current scenarios and a receivable of $ 10.4 million was recorded as of the acquisition date.
−Removed: During the third and fourth quarters of 2022 and the first quarter of 2023, reductions in the fair value were calculated and a $ 4.4 million expense, a $ 0.2 million expense and a $ 2.5 million expense, respectively, were recorded related to fair value adjustments for the receivable based on current information reflecting a better outcome with the contract negotiations and lower anticipated IT and facilities spending.
−Removed: During the second quarter of 2023, the payout value related to the IT and facilities reimbursement was finalized at $ 1.3 million, and an expense of $ 1.9 million was recorded.
−Removed: The payment was received by TTEC in May 2023 and as of June 30, 2023, the receivables were reduced to zero on the Consolidated Balance Sheet.
−Removed: The reductions in fair value related expenses were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).
−Removed: A multi-period excess earnings method under the income approach was used to estimate the fair value of the customer relationships intangible assets.
−Removed: The significant assumptions utilized in calculating the fair value of the customer relationships intangible assets were the customer attrition rate, revenue growth rates, forecasted EBITDA, contributory asset charge, and the discount rate.
−Removed: The following summarizes the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands):
−Removed: Acquisition Date
−Removed: Accounts receivable, net
−Removed: Prepaid and other assets
−Removed: Net fixed assets
−Removed: Right of use lease assets
−Removed: Customer relationships
−Removed: Accrued employee compensation
−Removed: Accrued expenses
−Removed: Right of use lease liability – current
−Removed: Right of use lease liability – non-current
−Removed: Deferred income
−Removed: Other liabilities
−Removed: Total purchase price
−Removed: In the first quarter of 2023, the Company finalized the valuation of Faneuil for the acquisition date assets acquired and liabilities assumed and determined that no material adjustments to any of the balances were required.
+Added: The earn-out period was completed at the end of January 2025.
+Added: Based on final results, no final earn-out payment was required.
+Added: (3) SEGMENT INFORMATION
+Added: The Company has two reportable segments, TTEC Digital and TTEC Engage, based on nature of product and independent management of each business segment.
+Added: Each segment is led by a senior executive reporting to the CEO and the products and services sold are described below.
+Added: Resources are allocated and performance is assessed by our CEO, who holds the function of Chief Operating Decision Maker (“CODM”) for the purposes of these disclosures.
+Added: The CODM uses income from operations to assess the performance of each segment in the budgeting and forecasting process and when making decisions regarding allocating capital and personnel to the segments.
+Added: TTEC Digital and the CX Technology Services Industry
+Added: TTEC Digital clients are seeking solutions in many areas including cost optimization, CX technology modernization, including migration to a more agile cloud-based ecosystem, improved CX talent and expertise, and other practical solutions to further enable CX applications, such as the design, implementation and pragmatic delivery of AI capabilities.
+Added: TTEC Digital takes a technology agnostic approach to these challenges and focuses on designing and delivering solutions to each client’s specific business needs at the intersection of contact center, CRM, and AI and Analytics.
+Added: 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.
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: The Faneuil customer relationships are being amortized over a useful life of 10 years .
−Removed: The goodwill recognized from the Faneuil acquisition is attributable to, but not limited to, the acquired workforce and expected synergies with the TTEC Engage segment.
−Removed: The tax basis of the acquired intangibles and goodwill will be materially deductible for income tax purposes.
−Removed: The acquired goodwill and intangibles and operating results of Faneuil are reported within the TTEC Engage segment from the date of acquisition.
−Removed: Assets Held for Sale
−Removed: As of September 30, 2024, the Company had assets classified as held for sale of $ 29.6 million as the Company expects to sell its former headquarters building in Englewood, Colorado within the next twelve months.
−Removed: This included $ 16.9 million from leasehold improvements, $ 6.7 million from buildings, $ 5.9 million from land, and $ 0.1 million from other Property, plant and equipment categories.
−Removed: These assets are allocated 85 % to the TTEC Engage segment and 15 % to the TTEC Digital segment.
−Removed: Funds received will be used to reduce the Company’s existing debt.
−Removed: The Company ceased depreciation on the assets upon reclassification.
−Removed: The estimated fair value less costs to sell the assets held for sale exceeded their carrying value as of the quarter ended September 30, 2024 and no impairment was considered necessary.
−Removed: Subsequent Event
−Removed: On November 5, 2024, TTEC Holdings, Inc., through its wholly-owned subsidiary, TTEC Services Corporation, entered into a definitive agreement to sell and subsequently closed the sale of a real estate asset in Englewood, Colorado to Catholic Health Initiatives Colorado, a not-for-profit organization, for $ 45.5 million, subject to certain customary adjustments.
−Removed: The Company expects to record a pre-tax gain of approximately $ 16.0 million upon close of the transaction in the fourth quarter of 2024.
−Removed: The asset was previously used by TTEC as its principal executive offices and was not used in business operations.
−Removed: The Company intends to use the proceeds from the sale to reduce its outstanding balance under its revolving line of credit.
−Removed: (3) SEGMENT INFORMATION
−Removed: The Company reports the following two segments:
−Removed: TTEC Digital and the CX Technology Services Industry
−Removed: TTEC Digital buyers are seeking solutions in several areas including cost optimization, migration from outdated legacy platforms to more agile cloud environments, lack of CX talent and expertise and a need for a practical way forward with AI.
−Removed: TTEC Digital takes a technology-agnostic approach to these challenges and focuses on designing and delivering solutions specific to each client’s specifications.
−Removed: TTEC Digital has entered into strategic partnerships with the leading CX software vendors including Genesys, Microsoft, Cisco, AWS and Google which positions TTEC Digital to support the majority of CX platform requirements.
TTEC Digital’s solutions are built to respond to market needs for both enterprise and small and medium-sized business clients.
−Removed: AI design and delivery capabilities are woven across all four of the following pillars.
+Added: AI design and delivery capabilities are woven across all five pillars of the Company offerings.
• Professional Services:
−Removed: CX and AI solution planning, design, and implementation services
+Added: System design, configuration and integration
• Managed Services:
Cloud application and premise support
−Removed: • CX Consulting, Analytics and AI:
−Removed: Transformation strategy and design, data science, engineering, and visualization
+Added: • CX Consulting:
+Added: Transformation strategy and design
+Added: • CX Data and Analytics:
+Added: Data science, engineering, and visualization
• IP & Software:
1 unchanged sentence
The segment has a three-pronged go to market strategy that includes growing existing client relationships, partner channel motions and general market development.
−Removed: In 2023, TTEC Digital expanded its Hyderabad Innovation Studio in India with the goal of continuing to expand its offshore delivery capabilities, and currently approximately 40 % of the staff are located in one of several offshore locations.
−Removed: For the nine months ended September 30, 2023, 40 % of the staff were located in one of several offshore locations.
−Removed: TTEC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
TTEC Engage and the CX Business Process Outsourcing Services Industry
3 unchanged sentences
• Revenue Generation and Growth Services
−Removed: • Trust & Safety
+Added: • Fraud Mitigation
• AI Operations, including data annotation and labeling
1 unchanged sentence
TTEC Engage goes to market through a vertical approach with customized solutions that include industry-specific talent, technology, certifications, and capabilities.
−Removed: For example, in the Banking, Financial Services and Insurance (“BFSI”) vertical, we support several lines of business with customized offerings for retail banking, online banking, credit card, property and casualty and loans.
+Added: For example, in the Banking, Financial Services and Insurance (“BFSI”) vertical, the Company supports several lines of business with customized offerings for retail banking, online banking, credit card, property and casualty and loans.
In healthcare, the segment supports care, technical support, revenue generation and back-office capabilities to meet the needs of payer, provider, clinical and pharma clients.
−Removed: The Company allocates to each segment its portion of corporate operating expenses.
−Removed: All intercompany transactions between the reported segments for the periods presented have been eliminated.
+Added: The Company allocates to each segment its portion of corporate operating expenses following the Company’s standard accounting policies.
The following tables present certain financial data by segment (in thousands).
−Removed: Three Months Ended September 30, 2024
−Removed: Three Months Ended September 30, 2023
−Removed: Nine Months Ended September 30, 2024
+Added: The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
+Added: Three Months Ended March 31, 2025
+Added: Cost of services (exclusive of depreciation and amortization presented separately below) (1)
+Added: Selling, general and administrative
+Added: Depreciation and amortization
+Added: Other segment items (2)
+Added: Income from operations
+Added: Interest income
+Added: Interest expense
+Added: Other income (expense), net
+Added: Income before income taxes
TTEC HOLDINGS, INC.
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: Nine Months Ended September 30, 2023
+Added: Three Months Ended March 31, 2024
+Added: Cost of services (exclusive of depreciation and amortization presented separately below) (1)
+Added: Selling, general and administrative
+Added: Depreciation and amortization
+Added: Other segment items (2)
+Added: Income from operations
+Added: Interest income
+Added: Interest expense
+Added: Other income (expense), net
+Added: Income before income taxes
+Added: (1) Cost of services primarily includes employee related and technology costs.
+Added: (2) Other segment items include impairment losses and restructuring charges.
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Capital Expenditures
−Removed: September 30, 2024
+Added: March 31, 2025
December 31, 2024
The following table presents revenue based upon the geographic location where the services are provided (in thousands):
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
United States / Canada
2 unchanged sentences
Latin America
+Added: TTEC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
(4) SIGNIFICANT CLIENTS AND OTHER CONCENTRATIONS
−Removed: The Company had one client that contributed in excess of 10% of total revenue for the nine months ended September 30, 2024;
+Added: The Company had one client that contributed in excess of 10% of total revenue for the three months ended March 31, 2025;
this client operates in the automotive industry and is included in the TTEC Engage segment.
−Removed: This client contributed 11.1 % and 10.1 % of total revenue for the nine months ended September 30, 2024 and 2023, respectively.
+Added: This client contributed 10.4 % and 10.8 % of total revenue for the three months ended March 31, 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.
1 unchanged sentence
these contracts have different durations and renewal dates and could have a revenue opportunity above the $100 million aggregate.
−Removed: In the first quarter of 2024, one of our larger financial services clients notified us that it is exiting one of the lines of business that we support.
−Removed: TTEC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
+Added: In the first quarter of 2024, one of our larger financial services clients notified us that it was exiting one of the lines of business that we support.
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.
−Removed: Based on currently available information, management does not believe significant credit risk existed as of September 30, 2024 beyond what was already recognized.
+Added: Based on currently available information, management does not believe significant credit risk existed as of March 31, 2025 beyond what was already recognized.
Activity in the Company’s Allowance for credit losses consists of the following (in thousands):
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Balance, beginning of period
7 unchanged sentences
accounts receivables of certain clients at a discount to the Bank for cash on a limited recourse basis.
−Removed: The sales of accounts receivable in accordance with the prior Agreement are reflected as a reduction of Accounts Receivable, net on the Consolidated Balance Sheets.
−Removed: The Company has retained no interest in the sold receivables but retains all collection responsibilities on behalf of the Bank.
−Removed: The discount on the accounts receivable sold is recorded within Other expense, net in the Consolidated Statements of Comprehensive Income (Loss).
−Removed: The cash proceeds from the prior Agreement are included in the change in accounts receivable within the operating activities section of the Consolidated Statements of Cash Flow.
−Removed: The balances related to the Agreement are as follows (in thousands):
−Removed: September 30, 2024
−Removed: December 31, 2023
−Removed: Total accounts receivable factored
−Removed: Total amounts collected from clients not yet remitted to Bank
−Removed: The unremitted cash is restricted cash and is included within Prepaid and other current assets with the corresponding liability included in Accrued expenses on the Consolidated Balance Sheet.
−Removed: The Company has not recorded any servicing assets or liabilities as of September 30, 2024 as the fair value of the servicing arrangement as well as the fees earned were not material to the financial statements.
+Added: The sales of accounts receivable in accordance with the prior Agreement were reflected as a reduction of Accounts Receivable, net on the Consolidated Balance Sheets.
+Added: The Company retained no interest in the sold receivables but did retain all collection responsibilities on behalf of the Bank.
+Added: The discount on the accounts receivable sold was recorded within Other expense, net in the Consolidated Statements of Comprehensive Income (Loss).
+Added: 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.
Goodwill consisted of the following (in thousands):
Acquisitions /
−Removed: September 30,
TTEC HOLDINGS, INC.
3 unchanged sentences
The Company also monitors its reporting units for any triggering events and performs qualitative assessments of impairment indicators.
−Removed: During the Company’s annual impairment testing as of December 1, 2023, the Company identified one reporting unit, TTEC Engage, being at risk for future impairment.
+Added: During the Company’s annual impairment testing as of December 1, 2024, the Company identified all three reporting units, Engage, Digital Recurring and Digital Professional Services as being at risk for future impairment if projected operating results are not met or other inputs into the fair value measurement change.
The carrying value of Engage was $ 612.0 million at December 1, 2024, including approximately $ 73.0 million of goodwill.
+Added: Based on the Company’s assessment, the estimated fair value of the Engage reporting unit exceeded its carrying value by approximately 17 %.
+Added: If all assumptions are held constant, either a 6.4% increase in the discount rate or a 19.7% decrease in each year’s projected revenue over the forecast period would result in approximately a $ 103.0 million decrease in the estimated fair value of the Engage reporting unit.
+Added: Such a change in either of these assumptions individually would have resulted in the Engage reporting unit failing Step 1 of the goodwill impairment analysis on December 1, 2024.
+Added: The carrying value of Digital Recurring was $ 433.5 million at December 1, 2024, including approximately $ 310.2 million of goodwill.
+Added: Based on the Company’s assessment, the estimated fair value of the Digital Recurring reporting unit exceeded its carrying value by approximately 7 %.
+Added: If all assumptions are held constant, either a 1.7% increase in the discount rate or a 2.6% decrease in each year’s projected revenue over the forecast period would result in approximately a $ 30.0 million decrease in the estimated fair value of the Digital Recurring reporting unit.
+Added: 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.
+Added: The carrying value of Digital Professional Services was $ 225.9 million at December 1, 2024, including approximately $ 188.0 million of goodwill.
+Added: Based on the Company’s assessment, the estimated fair value of the Digital Professional Services reporting unit exceeded its carrying value by approximately 10 %.
+Added: If all assumptions are held constant, either a 3.0% increase in the discount rate or a 3.5% decrease in each year’s projected revenue over the forecast period, would result in approximately a $ 22.1 million decrease in the estimated fair value of the Digital Professional Services reporting unit.
+Added: Such a change in either of these assumptions individually would have resulted in the Digital Professional Services reporting unit failing Step 1 of the goodwill impairment analysis on December 1, 2024.
+Added: As an international outsourcing agent, TTEC’s revenue and cash flows are susceptible to global economic conditions and client business volumes.
+Added: In performing the Step 1 evaluation, the reporting unit’s current backlog and pipeline of customer business were considered, as well as inflation rates, gross domestic product rates, historical revenue growth and profitability, and state of the CX industry.
+Added: 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.
+Added: 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 first 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.
−Removed: In the second quarter of 2024, the Company identified a triggering event for impairment primarily attributable to the impact of a sustained decline in its market capitalization that was less than the combined carrying value of the Company’s reporting units.
−Removed: As such, the Company performed a quantitative goodwill impairment analysis.
−Removed: The fair value of each reporting unit was estimated using an equal weighting of the income and market valuation approaches.
−Removed: The income approach applied a fair value methodology to each reporting unit based on discounted cash flows.
−Removed: This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internally developed forecasts, estimation of the long-term rate of growth for the Company’s business, estimation of the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit.
−Removed: The weighted average cost of capital used in the Company’s most recent impairment test ranged from 13.8 % to 16.5 %.
−Removed: The Company also applied a market approach, which develops a value correlation based on the market capitalization of similar publicly traded companies, referred to as a multiple, to apply to the operating results of the reporting units.
−Removed: The primary market multiples to which the Company compared are revenue and earnings before interest, taxes, depreciation, and amortization.
−Removed: The resulting fair value of the TTEC Engage reporting unit decreased below its carrying value, which resulted in recording a $ 196 million non-cash pre-tax impairment charge.
−Removed: Recognition of this non-cash goodwill impairment charge resulted in a tax benefit that generated an incremental deferred tax asset of $ 37.5 million to the reporting unit’s carrying value.
−Removed: Accordingly, the Company recorded an additional non-cash charge of $ 37.5 million to reduce the Company’s carrying value to its previously determined fair value in accordance with the applicable goodwill impairment guidance.
−Removed: In total, a non-cash impairment loss of $ 233.5 million was recognized for the second quarter ended June 30, 2024.
−Removed: During the third quarter of 2024, the Company completed its qualitative assessment of impairment indicators, which included, among other things, an assessment of changes in macro-economic conditions, comparison of the actual results to those forecasted in the most recent second quarter of 2024 quantitative impairment test and performing sensitivity analysis on key assumptions.
−Removed: The Company assessed whether any such indicators of impairment existed and concluded there were no triggering events.
−Removed: However, if projected operating results are not met and/or the Company’s market capitalization declines, the Company’s reporting units could be at risk for future impairment.
TTEC HOLDINGS, INC.
2 unchanged sentences
(6) DERIVATIVES
−Removed: Cash Flow Hedges
−Removed: The Company enters into foreign exchange related derivatives.
−Removed: Foreign exchange derivatives entered into consist of forward and option contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations that are associated with forecasted revenue earned in foreign locations.
+Added: TTEC’s Financial Risk Management Committee (“FRMC”) monitors cash flow and fair value foreign exchange exposures and interest rate exposures on a worldwide basis, assesses the potential economics and earnings impact from foreign exchange and/or interest rate fluctuations, and deploys risk management policies and solutions to reduce volatility related to TTEC’s exposure to foreign exchange rate changes and interest rate changes.
+Added: The Company enters into foreign exchange forward and option contracts to reduce its exposure to foreign currency exchange rate fluctuations that are associated with forecasted revenue earned in foreign locations.
Upon proper qualification, these contracts are designated as cash flow hedges.
+Added: The Company formally documents at the inception of the hedge all relationships between hedging instruments and hedged items as well as its risk management objective and strategy for undertaking various hedging activities.
+Added: The Company also enters into fair value derivative contracts that hedge against foreign currency exchange gains and losses primarily associated with short-term payables and receivables.
+Added: These swap contracts are not designated as hedges under ASC Topic 815, Derivatives and Hedging .
It is the Company’s policy to only enter into derivative contracts with investment grade counterparty financial institutions, and correspondingly, the fair value of derivative assets considers, among other factors, the creditworthiness of these counterparties.
Conversely, the fair value of derivative liabilities reflects the Company’s creditworthiness.
−Removed: As of September 30, 2024, the Company has not experienced, nor does it anticipate, any issues related to derivative counterparty defaults.
−Removed: The following table summarizes the aggregate unrealized net gain or loss in Accumulated other comprehensive income (loss) for the three and nine months ended September 30, 2024 and 2023 (in thousands and net of tax):
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
−Removed: Aggregate unrealized net gain/(loss) at beginning of period
−Removed: Net gain/(loss) from change in fair value of cash flow hedges
−Removed: Net (gain)/loss reclassified to earnings from effective hedges
−Removed: Aggregate unrealized net gain/(loss) at end of period
−Removed: The Company’s foreign exchange cash flow hedging instruments as of September 30, 2024 and December 31, 2023 are summarized as follows (amounts in thousands).
−Removed: All hedging instruments are forward contracts.
−Removed: As of September 30, 2024
−Removed: Philippine Peso
−Removed: December 2026
−Removed: As of December 31, 2023
−Removed: Canadian Dollar
−Removed: Philippine Peso
−Removed: (1) Includes contracts to purchase Philippine pesos in exchange for New Zealand dollars and Australian dollars, which are translated into equivalent U.S.
−Removed: dollars on September 30, 2024 and December 31, 2023.
−Removed: TTEC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: Fair Value Hedges
−Removed: The Company enters into foreign exchange forward contracts to economically hedge against foreign currency exchange gains and losses on certain receivables and payables of the Company’s foreign operations.
−Removed: Changes in the fair value of derivative instruments designated as fair value hedges are recognized in earnings in Other income (expense), net.
−Removed: As of September 30, 2024 and December 31, 2023 the total notional amounts of the Company’s forward contracts used as fair value hedges were $ 25.3 million and $ 73.3 million, respectively.
−Removed: Derivative Valuation and Settlements
−Removed: The Company’s derivatives as of September 30, 2024 and December 31, 2023 were as follows (in thousands):
−Removed: September 30, 2024
+Added: As of March 31, 2025, the Company has not experienced, nor does it anticipate, any issues related to derivative counterparty defaults.
+Added: 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.
+Added: Fair Value of Derivative Instruments
+Added: The fair value and location of derivatives in the Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 were as follows (in thousands):
+Added: March 31, 2025
Not Designated
1 unchanged sentence
Derivative classification:
−Removed: Fair value and location of derivative in the Consolidated Balance Sheet:
Prepaids and other current assets
3 unchanged sentences
Total fair value of derivatives, net
+Added: TTEC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
December 31, 2024
2 unchanged sentences
Derivative classification:
−Removed: Fair value and location of derivative in the Consolidated Balance Sheet:
Prepaids and other current assets
3 unchanged sentences
Total fair value of derivatives, net
+Added: Cash Flow Hedges
+Added: Changes in fair value of derivative instruments designated as cash flow hedges are recorded in Accumulated other comprehensive income (loss), a component of Stockholders’ Equity, to the extent they are deemed effective.
+Added: Ineffectiveness is measured based on the change in fair value of the forward contracts and the fair value of the hypothetical derivatives with terms that match the critical terms of the risk being hedged.
+Added: Based on the criteria established by current accounting standards, the Company’s cash flow hedge contracts are deemed to be highly effective.
+Added: Any realized gains or losses resulting from the foreign currency cash flow hedges are recognized together with the hedged transaction within Revenue.
+Added: The Company’s foreign exchange cash flow hedging instruments as of March 31, 2025 and December 31, 2024 are summarized as follows (amounts in thousands).
+Added: All hedging instruments are forward contracts.
+Added: As of March 31, 2025
+Added: Philippine Peso
+Added: December 2026
+Added: As of December 31, 2024
+Added: Philippine Peso
+Added: December 2026
+Added: (1) Includes contracts to purchase Philippine pesos in exchange for New Zealand dollars and Australian dollars, which are translated into equivalent U.S.
+Added: dollars on March 31, 2025 and December 31, 2024.
TTEC HOLDINGS, INC.
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: The effects of derivative instruments on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2024 and 2023 were as follows (in thousands):
−Removed: Three Months Ended September 30,
−Removed: Designated as Hedging
−Removed: Derivative contract type:
−Removed: Foreign Exchange
−Removed: Derivative classification:
−Removed: Amount of gain or (loss) recognized in Other comprehensive income (loss) - effective portion, net of tax
−Removed: Amount and location of net gain or (loss) reclassified from Accumulated OCI to income - effective portion:
−Removed: Three Months Ended September 30,
−Removed: Not Designated as Hedging Instruments
−Removed: Derivative contract type:
−Removed: Foreign Exchange
−Removed: Derivative classification:
−Removed: Amount and location of net gain or (loss) recognized in the Consolidated Statement of Comprehensive Income (Loss):
−Removed: Other income (expense), net
−Removed: The effects of derivative instruments on the Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2024 and 2023 were as follows (in thousands):
−Removed: Nine Months Ended September 30,
−Removed: Designated as Hedging
−Removed: Derivative contract type:
−Removed: Foreign Exchange
−Removed: Derivative classification:
−Removed: Amount of gain or (loss) recognized in Other comprehensive income (loss) - effective portion, net of tax
−Removed: Amount and location of net gain or (loss) reclassified from Accumulated OCI to income - effective portion:
−Removed: Nine Months Ended September 30,
−Removed: Not Designated as Hedging Instruments
−Removed: Derivative contract type:
−Removed: Foreign Exchange
−Removed: Derivative classification:
−Removed: Amount and location of net gain or (loss) recognized in the Consolidated Statement of Comprehensive Income (Loss):
−Removed: Other income (expense), net
+Added: The amounts and location of gains and losses on Cash Flow Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024 were as follows (in thousands):
+Added: Three Months Ended March 31,
+Added: Foreign Exchange Cash Flow Hedges, effective:
+Added: Amount of gain (loss) recognized in Other comprehensive income (loss) (1)
+Added: Amount and location of gain (loss) reclassified from Accumulated OCI to:
+Added: Provision for income taxes
+Added: Net income (loss)
+Added: (1) As a result of the valuation allowance recorded in Q2 2024 against the Company’s U.S.
+Added: Deferred Tax Assets, there is no tax impact recognized in Other comprehensive income (loss) for unrealized foreign exchange cash flow hedge gains or losses in 2025.
+Added: The activity related to the change in net unrealized gains and losses on the cash flow hedges included in “Accumulated other comprehensive income (loss)” in our unaudited consolidated statements of stockholders’ equity is presented in Note 12.
+Added: Fair Value Hedges
+Added: 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.
+Added: The Company’s volume of foreign exchange fair value derivative contracts as of March 31, 2025 and December 31, 2024 are summarized as follows (in thousands):
+Added: As of March 31, 2025 (2)
+Added: Australian Dollar
+Added: Canadian Dollar
+Added: British Pound
+Added: New Zealand Dollar
+Added: (2) All fair value hedges are short-term and matured in April 2025 .
TTEC HOLDINGS, INC.
1 unchanged sentence
Notes to Consolidated Financial Statements
+Added: As of December 31, 2024 (3)
+Added: Australian Dollar
+Added: Canadian Dollar
+Added: British Pound
+Added: New Zealand Dollar
+Added: (3) All fair value hedges are short-term and matured in January 2025 .
+Added: 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 months ended March 31, 2025 and 2024, respectively, were as follows (in thousands):
+Added: Three Months Ended March 31,
+Added: Foreign Exchange Fair Value Derivatives, not designated as Hedging Instruments:
+Added: Other income (expense), net
+Added: The related cash flow impacts of all the derivative activities are reflected as cash flows from operating activities.
(7) FAIR VALUE
6 unchanged sentences
This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
−Removed: The following presents information as of September 30, 2024 and December 31, 2023 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.
+Added: The following presents information as of March 31, 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.
+Added: TTEC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
Investments – The Company measures investments, including cost and equity method investments, at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired.
2 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).
−Removed: As of September 30, 2024 and December 31, 2023, the Company had $ 1,025.0 million and $ 995.0 million, respectively, of borrowings outstanding under the Credit Facility.
−Removed: During the third quarter of 2024 outstanding borrowings accrued interest at an average rate of 7.8 % per annum, excluding unused commitment fees.
+Added: As of March 31, 2025 and December 31, 2024, the Company had $ 964.0 million and $ 975.0 million, respectively, of borrowings outstanding under the Credit Facility.
+Added: During the first quarter of 2025 outstanding borrowings accrued interest at an average rate of 7.4 % 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.
1 unchanged sentence
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.
−Removed: As of September 30, 2024, credit risk did not materially change the fair value of the Company’s derivative contracts.
−Removed: TTEC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: The following is a summary of the Company’s fair value measurements for its net derivative assets (liabilities) as of September 30, 2024 and December 31, 2023 (in thousands):
−Removed: As of September 30, 2024
+Added: As of March 31, 2025, credit risk did not materially change the fair value of the Company’s derivative contracts.
+Added: The following is a summary of the Company’s fair value measurements for its net derivative assets (liabilities) as of March 31, 2025 and December 31, 2024 (in thousands):
+Added: As of March 31, 2025
Fair Value Measurements Using
15 unchanged sentences
Total net derivative asset (liability)
−Removed: The following is a summary of the Company’s fair value measurements as of September 30, 2024 and December 31, 2023 (in thousands):
−Removed: As of September 30, 2024
+Added: TTEC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: The following is a summary of the Company’s fair value measurements as of March 31, 2025 and December 31, 2024 (in thousands):
+Added: As of March 31, 2025
Fair Value Measurements Using
9 unchanged sentences
Total liabilities
−Removed: TTEC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
As of December 31, 2024
12 unchanged sentences
The deferred compensation asset represents the combined fair value of all the funds based on quoted values and market observable inputs.
−Removed: All amounts deferred under the Plan are unfunded, unsecured obligations of the Company.
−Removed: The Company manages the risk of the changes in the fair value of the liability for deferred compensation by electing to match its liability under the Plan with investment vehicles that offset a portion of its exposure including a Company owned life insurance policy held in a rabbi trust.
Contingent Consideration - The Company recorded contingent consideration payable related to the acquisition of Faneuil that closed in 2022.
2 unchanged sentences
The Company records interest expense each period using the effective interest method until the future value of these contingent payments reaches the expected total future value.
−Removed: During 2022 and 2023, fair value adjustments of a $ 2.9 million benefit and a $ 3.0 million expense, respectively, were recorded related to fair value adjustments of the estimated contingent payments associated with the Faneuil acquisition based on updated discount factors, the passage of time, updated EBITDA estimates and a modification to the agreement (see Note 2) for one contract, and a complete reduction for the second contract as it was not awarded to the Company.
−Removed: During 2024, a fair value adjustment of a $ 1.5 million benefit was recorded related to fair value adjustments of the estimated contingent payments associated with the Faneuil acquisition based on updated discount factors, the passage of time, and updated EBITDA estimates.
−Removed: The fair value adjustment benefits(expenses) were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).
−Removed: A rollforward of the activity in the Company’s fair value of the contingent consideration payable is as follows (in thousands):
−Removed: September 30,
TTEC HOLDINGS, INC.
1 unchanged sentence
Notes to Consolidated Financial Statements
+Added: During 2022 and 2023, fair value adjustments of a $ 2.9 million benefit and a $ 3.0 million expense, respectively, were recorded related to fair value adjustments of the estimated contingent payments associated with the Faneuil acquisition based on updated discount factors, the passage of time, updated EBITDA estimates and a modification to the agreement (see Note 2) for one contract, and a complete reduction for the second contract as it was not awarded to the Company.
+Added: During 2024, a fair value adjustment of a $ 1.5 million benefit was recorded related to fair value adjustments of the estimated contingent payments associated with the Faneuil acquisition based on updated discount factors, the passage of time, and updated EBITDA estimates.
+Added: The fair value adjustment benefits(expenses) were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).
+Added: As of December 31, 2024, the contingent consideration payment was accrued at $ 0.0 million.
+Added: The earn-out period was completed at the end of January 2025.
+Added: Based on final results, no final earn-out payment was required.
(8) IMPAIRMENT OF ASSETS
4 unchanged sentences
Assumptions included the amount and timing of estimated future cash flows and assumed discount rates.
−Removed: During the three and nine months ended September 30, 2024, TTEC Digital recognized impairment losses related to leasehold improvements assets, right of use lease assets, capitalized software and certain computer equipment of $ 0.4 million and $ 2.9 million, respectively.
−Removed: During the three and nine months ended September 30, 2024, TTEC Engage recognized impairment losses related to leasehold improvement assets, right of use lease assets, capitalized software and certain computer equipment of $ 4.3 million and $ 5.1 million, respectively.
+Added: During the three months ended March 31, 2025 and 2024, TTEC Digital recognized insignificant impairment losses related to leasehold improvements assets, right of use lease assets, capitalized software and certain computer equipment.
+Added: During the three months ended March 31, 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 $ 0.7 million and $ 0.1 million, respectively.
(9) INCOME TAXES
7 unchanged sentences
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.
−Removed: The Company’s effective tax rate for the nine months ended September 30, 2024 was ( 26.4 )%.
−Removed: 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 a $ 37.5 million benefit related to an impairment charge, and $ 85.8 million of expense related to changes in valuation allowances during the quarter.
−Removed: The Company’s U.S.
−Removed: income tax returns filed for the tax years ending December 31, 2017, December 31, 2018, and December 31, 2020, to present, remain open tax years .
−Removed: The Company has been notified of the intent to audit or is currently under audit of income taxes for the United States for tax year 2017 and 2018 , the Philippines for tax years 2021 to 2023 , the State of Oregon in the United States for tax years 2020 through 2022 , the State of Illinois in the United States for tax year 2020 , the State of Wisconsin in the United States for tax years 2019 through 2021 , Canada for tax year 2021 , and India for tax years 2017 through 2022 .
−Removed: Although the outcome of examinations by taxing authorities are always uncertain, it is the opinion of management that the resolution of these audits will not have a material effect on the Company’s Consolidated Financial Statements.
+Added: The Company’s effective tax rate for the three months ended March 31, 2025 was 74.2 %.
+Added: 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 $ 1.2 million of expense related to interest payments received.
TTEC HOLDINGS, INC.
1 unchanged sentence
Notes to Consolidated Financial Statements
+Added: The Company’s U.S.
+Added: income tax returns filed for the tax years ending December 31, 2017, December 31, 2018, and from December 31, 2020 to present, remain open tax years .
+Added: The Company has been notified of the intent to audit or is currently under audit with respect to income taxes for the United States for tax year 2017 and 2018 , the Philippines for tax years 2021 to 2023 , Canada for tax year 2021 , and India for tax years 2017 through 2023 .
+Added: Although the outcome of examinations by taxing authorities are always uncertain, it is the opinion of management that the resolution of these audits will not have a material effect on the Company’s Consolidated Financial Statements.
The Organization for Economic Co-operation and Development (OECD), supported by 140 of their member countries, have agreed to implement a minimum 15 % tax rate on certain multinational enterprises and have released model guidance.
−Removed: This global minimum tax, known as the Pillar Two framework, became effective across various countries in 2024, as each country works to enact legislation influenced by the OECD Pillar 2 rules.
−Removed: While the Company does not expect the adoption of the Pillar Two framework to have a material impact on its effective tax rate, the Company continues to evaluate additional guidance released by the OECD, along with the pending and adopted legislation in each of the countries in which it operates.
+Added: This global minimum tax, known as the Pillar 2 framework, became effective across various countries in 2024, as each country works to enact legislation influenced by the OECD Pillar 2 rules.
+Added: The Company does not expect the adoption of the Pillar 2 framework to have a material impact on its effective tax rate and the Company continues to evaluate additional guidance released by the OECD, along with the pending and adopted legislation in each of the countries in which it operates.
When there is a change in judgment concerning the recovery of deferred tax assets in future periods, a valuation allowance is recorded into earnings during the quarter in which the change in judgment occurred.
−Removed: During the first, second and third quarters of 2023, a $ 1.3 million, a $ 3.1 million and a $ 4.4 million valuation allowance were recorded, respectively, for assets that are not expected to be recovered in future periods.
−Removed: Additionally, during the third quarter 2023, a valuation allowance in the amount of $ 1.7 million was released for assets now expected to be recovered in future periods.
During the first, second and third quarters of 2024, a $ 3.0 million, $ 81.1 million and a $ 1.7 million net valuation allowance was recorded, respectively, for assets that are not expected to be recovered in future periods.
3 unchanged sentences
These incentives have varying benefit year over year and expire at various times beginning in 2031.
−Removed: The aggregate benefit to income tax expense for the three months ended September 30, 2024 and 2023 was approximately $ 0.7 million and $ 0.8 million, respectively, which had an impact on diluted net income per share of $ 0.02 and $ 0.02 , respectively.
−Removed: The aggregate benefit to income tax expense for the nine months ended September 30, 2024 and 2023 was approximately $ 2.1 million and $ 1.8 million, respectively, which had an impact on diluted net income per share of $ 0.04 and $ 0.04 , respectively.
−Removed: Since 2017, the Company has been making tax payments to the IRS due to the one-time transition tax on untaxed foreign earnings of foreign subsidiaries, as mandated by the Tax Cuts and Jobs Act.
−Removed: The final payment for this charge will be paid in December of 2024 for a total cash payment of $ 10.4 million this year, resulting in reduction in cash taxes going forward.
+Added: The aggregate benefit to income tax expense for the three months ended March 31, 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.
(10) COMMITMENTS AND CONTINGENCIES
Credit Facility
−Removed: On April 3, 2023 , the Company entered into a Seventh Amendment to the Credit Agreement which replaces the use of LIBOR with SOFR as of the date of the amendment, and therefore affects the interest rates paid for a portion of the Credit Facility starting in the second quarter of 2023.
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;
4 unchanged sentences
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”).
−Removed: Specifically, the revisions permit a maximum leverage ratio of up to 5.15 to 1.00 and a minimum interest coverage ratio of not less than 2.00 to 1.00 as of the end the third quarter of 2024, with such levels gradually becoming more restrictive during subsequent quarters of the Covenant Adjustment Period.
+Added: Specifically, the revisions permit a maximum leverage ratio of up to 5.15 to 1.00 and a minimum interest coverage ratio of not less than 2.00 to 1.00 as of the end the third quarter of 2024, with such levels gradually becoming more restrictive during subsequent quarters of the Covenant Adjustment Period and returning to a leverage ratio of 3.50 to 1.00 as of the end of the first quarter of 2026.
Pursuant to the Ninth Amendment, the Company agreed to permanently reduce the total lenders’ commitment from $1.3 billion to $ 1.2 billion and to provide certain additional assets as collateral, with the effect that the facility is now secured by substantially all personal property assets of the Company and its subsidiaries.
14 unchanged sentences
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.
−Removed: As of September 30, 2024 and December 31, 2023, the Company had borrowings of $ 1,025.0 million and $ 995.0 million, respectively, under its Credit Facility, and its average daily utilization was $ 1,047.3 million and $ 1,057.6 million for the nine months ended September 30, 2024 and 2023, respectively.
−Removed: Based on the current level of availability based on the covenant calculations, the Company’s remaining borrowing capacity was approximately $ 140 million as of September 30, 2024.
−Removed: As of September 30, 2024, the Company was in compliance with all covenants and conditions under its Credit Agreement.
+Added: As of March 31, 2025 and December 31, 2024, the Company had borrowings of $ 964.0 million and $ 975.0 million, respectively, under its Credit Facility, and its average daily utilization was $ 1,042.8 million and $ 1,072.0 million for the three months ended March 31, 2025 and 2024, respectively.
+Added: Based on the current level of availability based on the covenant calculations, the Company’s remaining borrowing capacity was approximately $ 230.0 million as of March 31, 2025.
+Added: As of March 31, 2025, the Company was in compliance with all covenants and conditions under its Credit Agreement.
TTEC HOLDINGS, INC.
2 unchanged sentences
Letters of Credit
−Removed: As of September 30, 2024, outstanding letters of credit under the Credit Facility totaled $ 0.2 million.
−Removed: As of September 30, 2024, letters of credit and contract performance guarantees issued outside of the Credit Agreement totaled $ 0.3 million.
+Added: As of March 31, 2025, outstanding letters of credit under the Credit Facility totaled $ 5.2 million.
+Added: As of March 31, 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
−Removed: Revenue recognized for the nine months ended September 30, 2024 from amounts included in deferred revenue as of December 31, 2023 was $ 213.6 million.
−Removed: Revenue recognized for the nine months ended September 30, 2023 from amounts included in deferred revenue as of December 31, 2022 was $ 245.8 million.
+Added: Revenue recognized for the three months ended March 31, 2025 from amounts included in deferred revenue as of December 31, 2024 was $ 31.3 million.
+Added: Revenue recognized for the three months ended March 31, 2024 from amounts included in deferred revenue as of December 31, 2023 was $ 57.9 million.
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.
−Removed: As of September 30, 2024, the Company’s RPO was $ 435.2 million, which will be delivered and recognized within the next five years .
+Added: As of March 31, 2025, the Company’s RPO was $ 420.2 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.
9 unchanged sentences
Net current period other comprehensive income (loss)
−Removed: Accumulated other comprehensive income (loss) at September 30, 2023
+Added: Accumulated other comprehensive income (loss) at March 31, 2024
Accumulated other comprehensive income (loss) at December 31, 2024
2 unchanged sentences
Net current period other comprehensive income (loss)
−Removed: Accumulated other comprehensive income (loss) at September 30, 2024
+Added: Accumulated other comprehensive income (loss) at March 31, 2025
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):
−Removed: For the Three Months Ended September 30,
+Added: For the Three Months Ended
Comprehensive Income
13 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: For the Nine Months Ended September 30,
−Removed: Comprehensive Income
−Removed: (Loss) Classification
−Removed: Derivative valuation
−Removed: Gain on foreign currency forward exchange contracts
−Removed: Provision for income taxes
−Removed: Net income (loss)
−Removed: Actuarial loss on defined benefit plan
−Removed: Cost of services
−Removed: Gain on liquidation
−Removed: Other income (expense), net
−Removed: Provision for income taxes
−Removed: Net income (loss)
(13) WEIGHTED AVERAGE SHARE COUNTS
The following table sets forth the computation of basic and diluted shares for the periods indicated (in thousands):
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Shares used in basic earnings per share calculation
4 unchanged sentences
Shares used in dilutive earnings per share calculation
−Removed: For the three months ended September 30, 2024 and 2023, there were 3.0 million and 1.0 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.
−Removed: For the nine months ended September 30, 2024 and 2023, there were 2.6 million and 1.0 million outstanding RSUs, respectively, that were excluded from the computation of diluted net income per share because the effect would have been anti-dilutive.
+Added: For the three months ended March 31, 2025 and 2024, there were 2.5 million and 0.9 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.
(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.
−Removed: The following tables present the total equity-based compensation expense for the three and nine months ended September 30, 2024 and 2023 (in thousands):
−Removed: Three Months Ended September 30,
+Added: The following tables present the total equity-based compensation expense for the three months ended March 31, 2025 and 2024 (in thousands):
+Added: Three Months Ended March 31,
Equity-based compensation expense recognized in Cost of services
1 unchanged sentence
Total equity-based compensation expense
+Added: Restricted Stock Unit Grants
+Added: During the three months ended March 31, 2025 and 2024, the Company granted 116,188 and 346,507 RSUs, respectively, to new and existing employees, which vest over three to five years .
+Added: The Company recognized compensation expense related to RSUs of $ 3.3 million and $ 5.8 million three months ended March 31, 2025 and 2024, respectively.
+Added: As of March 31, 2025, there was approximately $ 23.7 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.
1 unchanged sentence
Notes to Consolidated Financial Statements
−Removed: Nine Months Ended September 30,
−Removed: Equity-based compensation expense recognized in Cost of services
−Removed: Equity-based compensation expense recognized in Selling, general and administrative
−Removed: Total equity-based compensation expense
−Removed: Restricted Stock Unit Grants
−Removed: During the nine months ended September 30, 2024 and 2023, the Company granted 250,913 and 587,490 RSUs, respectively, to new and existing employees, which vest over three to five years .
−Removed: The Company recognized compensation expense related to RSUs of $ 4.3 million and $ 15.2 million for the three and nine months ended September 30, 2024, respectively.
−Removed: The Company recognized compensation expense related to RSUs of $ 6.5 million and $ 15.8 million for the three and nine months ended September 30, 2023, respectively.
−Removed: As of September 30, 2024, there was approximately $ 36.9 million of total unrecognized compensation cost (including the impact of expected forfeitures) related to RSUs granted under the Company’s equity plans.
Performance Based Restricted Stock Unit Grants
−Removed: During 2021, the Company awarded Performance Restricted Stock Units (“PRSUs”) subject to service and performance vesting conditions.
−Removed: If defined minimum targets were met, the annual value of the PRSUs issued would be between $ 1.2 million and $ 4.9 million and vest in 2024.
−Removed: If the defined minimum targets were not met, then no PRSUs will be issued.
−Removed: The award amounts were based on the Company’s annual revenue and adjusted operating income for fiscal year 2023.
−Removed: The Company recognized compensation expense related to the 2021 PRSUs of $ 0.0 million and $ 0.0 million for the three and nine months ended September 30, 2024, respectively.
−Removed: The Company recognized compensation expense related to the 2021 PRSUs of $ 0.1 million and $ 0.5 million for the three and nine months ended September 30, 2023, respectively.
During 2022, the Company made awards of two different PRSU programs that are subject to service and performance vesting conditions:
ordinary course annual PRSUs and one-time stretch financial goals PRSUs.
−Removed: For the ordinary course annual PRSUs, if defined minimum targets are met, the annual value of the PRSUs issued will be between $ 0.9 million and $ 3.5 million and vest in March 2025.
+Added: For the ordinary course annual PRSUs, if defined minimum targets were met, the annual value of the PRSUs issued would be between $ 0.9 million and $ 3.5 million and vest in March 2025.
If the defined minimum targets are not met, then no shares will be issued.
−Removed: The number of shares awarded will be based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2024 .
+Added: The number of shares awarded were based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2024 .
+Added: For the 2022 ordinary course annual PRSUs, no shares were issued in March 2025 as defined minimum targets were not met.
For the one-time stretch financial goals PRSUs, if defined minimum targets at TTEC Engage and TTEC Digital business segments’ levels are met, the Company will issue between 0.0 million and 0.5 million PRSUs that will vest immediately in March 2026.
1 unchanged sentence
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.
−Removed: For the ordinary course annual PRSUs, no expense was recognized for the nine months ended September 30, 2024.
−Removed: Expense for the one-time stretch financial goals PRSUs will begin at the start of the requisite service period, beginning January 1, 2025.
+Added: The Company did not recognize any compensation expense related to these awards for the three months ended March 31, 2025, as they were not deemed probable of being achieved.
During 2023, the Company awarded PRSUs that are subject to service and performance vesting conditions.
2 unchanged sentences
The number of PRSUs awarded will be based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2025.
−Removed: Expense for these awards will begin at the start of the requisite service period, beginning January 1, 2025.
−Removed: TTEC HOLDINGS, INC.
−Removed: AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
+Added: Expense for these awards began at the start of the requisite service period, beginning January 1, 2025.
+Added: The Company did not recognize any compensation expense related to these awards for the three months ended March 31, 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.
4 unchanged sentences
(15) NON-QUALIFIED DEFERRED COMPENSATION PLAN
−Removed: The Company maintains a non-qualified deferred compensation plan for executive officers and other eligible employees that permits such employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment.
+Added: The Company maintains a non-qualified deferred compensation plan for executive officers and other eligible employees that permits such employees to defer a portion of their compensation, on a pretax basis, until after their termination of employment (the “NQ Deferred Compensation Plan”).
The plan allows for deferral of up to 75 % of a participant’s base salary, bonus, commissions, and any amounts that U.S.
5 unchanged sentences
The Company manages the risk of changes in the fair value of the liability for deferred compensation by electing to match its liability under the plan with investment vehicles that offset a portion of its exposure including a Company owned life insurance policy held in a rabbi trust.
+Added: In the fourth quarter of 2024 the Company suspended additional deferrals into the Plan for 2025 and until further notice.
+Added: TTEC HOLDINGS, INC.
+Added: AND SUBSIDIARIES
+Added: 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.
−Removed: During the nine months ended September 30, 2024 and 2023, the Company expensed $ 0.3 million and $ 0.8 million, respectively, to Avion and Airmax for services provided to the Company.
−Removed: There was $ 36 thousand in payments due and outstanding to Avion and Airmax as of September 30, 2024.
+Added: During the three months ended March 31, 2025 and 2024, the Company expensed $ 0.2 million and $ 0.1 million, respectively, to Avion and Airmax for services provided to the Company.
+Added: There was $ 108 thousand in payments due and outstanding to Avion and Airmax as of March 31, 2025.
Michelle Swanback, President of the Company, is a member of the board of directors of WTW (NYSE:
WTW) (fka “Willis Towers Watson”), that provides compensation consulting and insurance brokerage services to the Company.
−Removed: During the nine months ended September 30, 2024 and 2023, the Company expensed $ 2.3 million and $ 2.8 million, respectively, for these services.
+Added: During the three months ended March 31, 2024, the Company expensed $ 0.8 million for these services.
+Added: Swanback resigned from the Company effective on December 31, 2024.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
5 unchanged sentences
We caution you not to rely unduly on any forward-looking statements.
−Removed: Actual results may differ materially from those expressed in the forward-looking statements, and you should review and consider carefully the risks, uncertainties and other factors that affect our business and may cause such differences as outlined in Part II.
−Removed: Item 1A Risk Factors of this report and Item 1A.
+Added: Actual results may differ materially from those expressed in the forward-looking statements, and you should review and consider, carefully, the risks, uncertainties, and other factors that affect our business and may cause such differences as outlined in Part II Item 1A.
+Added: Risk Factors of this report and Item 1A.
Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.
−Removed: Important factors that could cause our actual results to differ materially from those indicated in the forward looking statements include, among others, risks related to our business operations, our strategy and our industry, including 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 and risks related to the product reliability of the technology partners and client transition from on premises to public cloud and SaaS information technology solutions in our TTEC Digital business segment;
−Removed: risks specific to the remote work environment;
−Removed: risks related to the challenges inherent in demand and delivery center capacity forecasting;
−Removed: risks specific to labor costs and retention;
−Removed: risks related to operations controls and employees engaging in fraud;
−Removed: risks related to long sales cycles and lead time to revenue;
−Removed: risks specific to potential geographic and other expansions;
−Removed: risks that may arise in connection with events outside of our control such as macroeconomic conditions;
−Removed: geopolitical tensions, and outbreaks of infectious diseases;
−Removed: risks of M&A activity including our ability to identify, acquire and properly integrate acquired businesses in accordance with our strategy;
−Removed: risks related to our use of technology, including risks that could arise due to disruption to our information technology systems, cybersecurity events and unauthorized data access, our reliance on communication and utility services provided by third parties;
−Removed: risks specific to rapid adoption of AI/GenAI technologies, and the growing reliance on third parties for data, cloud and SaaS services;
−Removed: risks of our financial operations, including ineffective cost-management strategies, our leverage and our debt service obligations;
−Removed: risks specific to financial and operating restrictions built into our credit facility, changes in the cost or availability of labor, telecommunication services, and other operational necessities that we cannot pass on to our clients;
−Removed: risks related to foreign currency exchange, changes in income tax rates and laws, and other laws and regulations relevant to our business;
−Removed: interpretations of transfer pricing arrangements;
−Removed: uncertainties tied to goodwill, assets and strategic investments’ impairments;
−Removed: risks specific to our contracting practices and laws and regulations that impact our business, including uncertainty and inconsistency in privacy and data protection laws, the high cost of compliance with such laws, the high cost and reputational damage of wage and hour class action lawsuits, contract terms that lead to volatility in revenue and profitability, the efforts by clients to transfer contractually cybersecurity, data privacy and emerging technology risks to service providers and our inability to always control or mitigate them;
−Removed: uncertainty in AI/GenAI regulatory environments;
−Removed: risks specific to IP protection and infringement, and our ability to timely secure and maintain licenses needed to support certain regulated lines of business;
+Added: 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 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 ability to timely secure and maintain licenses needed to support certain regulated lines of business;
risks specific to operations outside of the U.S.
−Removed: and in jurisdictions where we have limited experience;
−Removed: risks related to the ownership of our common stock, including risks inherent in our capital structure;
−Removed: our controlling shareholder risk;
−Removed: risks related to the price and trading volumes of our common stock being affected by factors that we cannot fully impact or control;
−Removed: inherent in our dividend and stock repurchase policies;
−Removed: risks specific to being a Delaware company and provisions in our charter documents that may discourage, delay or prevent a change in control events potentially depressing the price of our common stock;
+Added: and in jurisdictions where we have limited experience, and risks related to the ownership of our common stock, including risks related to the proposal to take the company private which is currently being considered by the special committee of our board of directors, risks inherent in our capital structure;
+Added: 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 company and
+Added: 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.
−Removed: Our forward-looking statements speak only as of the date that this report is filed with the United States Securities and Exchange Commission (“SEC”).
+Added: Our forward-looking statements speak only as of the date that this report is filed with the United States Securities and Exchange Commission.
We undertake no obligation to update them, except as may be required by applicable law.
−Removed: You should, however, consult any subsequent disclosures we make in our filings with the SEC on Form 8-K.
Although we believe that our forward-looking statements are reasonable, they depend on many factors outside of our control and we can provide no assurance that they will prove to be correct.
+Added: You should, however, consult any subsequent disclosures we make in our filings with the SEC on Forms 10-Q or 8-K.
+Added: Although we believe that our forward-looking statements are reasonable, they depend on many factors outside of our control and we can provide no assurance that they will prove to be correct.
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.