TTEC Holdings, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS ​ TTEC HOLDINGS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Amounts in thousands, except share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2025 2024 ASSETS ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 85,135 ​ $ 84,991 ​ Accounts receivable, net of allowance of $ 4,770 and $ 5,244 , respectively ​ 440,190 ​ 452,573 ​ Prepaids and other current assets ​ 109,611 ​ 92,947 ​ Income and other tax receivables ​ ​ 20,301 ​ ​ 21,785 ​ Total current assets ​ 655,237 ​ 652,296 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term assets ​ ​ ​ ​ ​ ​ ​ Property, plant and equipment, net ​ 123,274 ​ 132,051 ​ Operating lease assets ​ ​ 84,944 ​ ​ 91,263 ​ Goodwill ​ 571,919 ​ 571,197 ​ Deferred tax assets, net ​ 8,757 ​ 8,498 ​ Other intangible assets, net ​ ​ 157,098 ​ ​ 164,808 ​ Income and other tax receivables, long-term ​ 24,279 ​ 31,781 ​ Other long-term assets ​ 100,728 ​ 101,486 ​ Total long-term assets ​ 1,070,999 ​ 1,101,084 ​ Total assets ​ $ 1,726,236 ​ $ 1,753,380 ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 77,406 ​ $ 84,180 ​ Accrued employee compensation and benefits ​ 116,779 ​ 137,636 ​ Other accrued expenses ​ 25,647 ​ 22,578 ​ Income tax payable ​ 8,521 ​ 3,007 ​ Deferred revenue ​ 70,675 ​ 64,752 ​ Current operating lease liabilities ​ ​ 32,116 ​ ​ 33,358 ​ Other current liabilities ​ ​ 3,159 ​ ​ 8,425 ​ Total current liabilities ​ 334,303 ​ 353,936 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term liabilities ​ ​ ​ ​ ​ ​ ​ Line of credit ​ 964,000 ​ 975,000 ​ Deferred tax liabilities, net ​ 19,629 ​ 17,457 ​ Non-current operating lease liabilities ​ ​ 65,236 ​ ​ 71,008 ​ Other long-term liabilities ​ 61,562 ​ 67,860 ​ Total long-term liabilities ​ 1,110,427 ​ 1,131,325 ​ Total liabilities ​ 1,444,730 ​ 1,485,261 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 10) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity ​ ​ ​ ​ ​ ​ ​ Preferred stock; $ 0.01 par value; 10,000,000 shares authorized; zero shares outstanding as of March 31, 2025 and December 31, 2024 ​ — ​ — ​ Common stock; $ 0.01 par value; 150,000,000 shares authorized; 47,804,123 and 47,749,494 shares outstanding as of March 31, 2025 and December 31, 2024, respectively ​ 478 ​ 477 ​ Additional paid-in capital ​ 423,368 ​ 420,181 ​ Treasury stock at cost: 34,328,112 and 34,328,112 shares as of March 31, 2025 and December 31, 2024, respectively ​ ( 584,900 ) ​ ( 584,900 ) ​ Accumulated other comprehensive income (loss) ​ ( 122,973 ) ​ ( 132,121 ) ​ Retained earnings ​ 548,001 ​ 546,617 ​ Noncontrolling interest ​ 17,532 ​ 17,865 ​ Total stockholders’ equity ​ 281,506 ​ 268,119 ​ Total liabilities and stockholders’ equity ​ $ 1,726,236 ​ $ 1,753,380 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 1 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (Loss) (Amounts in thousands, except per share amounts) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ 2025 2024 Revenue ​ $ 534,228 ​ $ 576,638 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ Cost of services (exclusive of depreciation and amortization presented separately below) ​ 414,547 ​ 453,818 ​ Selling, general and administrative ​ 70,037 ​ 74,575 ​ Depreciation and amortization ​ 22,698 ​ 25,145 ​ Restructuring charges, net ​ ​ 1,996 ​ ​ 249 ​ Impairment losses ​ 761 ​ 140 ​ Total operating expenses ​ 510,039 ​ 553,927 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income from operations ​ 24,189 ​ 22,711 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ ​ Interest income ​ 4,580 ​ 983 ​ Interest expense ​ ( 19,797 ) ​ ( 21,071 ) ​ Other income (expense), net ​ 3,589 ​ 206 ​ Total other income (expense) ​ ( 11,628 ) ​ ( 19,882 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) before income taxes ​ 12,561 ​ 2,829 ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for income taxes ​ ( 9,315 ) ​ ( 2,329 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ 3,246 ​ 500 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) attributable to noncontrolling interest ​ ( 1,862 ) ​ ( 2,805 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income attributable to TTEC stockholders ​ $ 1,384 ​ $ ( 2,305 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 3,246 ​ $ 500 ​ Foreign currency translation adjustments ​ 6,638 ​ ( 3,837 ) ​ Derivative valuation, gross ​ 2,468 ​ ( 310 ) ​ Derivative valuation, tax effect ​ — ​ 75 ​ Other, net of tax ​ 58 ​ 121 ​ Total other comprehensive income (loss) ​ 9,164 ​ ( 3,951 ) ​ Total comprehensive income (loss) ​ 12,410 ​ ( 3,451 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Comprehensive income attributable to noncontrolling interest ​ ( 1,878 ) ​ ( 2,711 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive (loss) income attributable to TTEC stockholders ​ $ 10,532 ​ $ ( 6,162 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ ​ ​ ​ ​ ​ ​ Basic ​ 47,771 ​ 47,432 ​ Diluted ​ ​ 48,225 ​ 47,587 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) per share attributable to TTEC stockholders ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.03 ​ $ ( 0.05 ) ​ Diluted ​ $ 0.03 ​ $ ( 0.05 ) ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 2 Table of Contents ​ TTEC HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity (Amounts in thousands) (Unaudited) Three months ended March 31, 2024 and 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ Equity of the Company ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Treasury ​ Additional ​ Comprehensive ​ Retained ​ Noncontrolling ​ ​ ​ ​ ​ Shares ​ Amount ​ Stock ​ Paid-in Capital ​ Income (Loss) ​ Earnings ​ interest ​ Total Equity Balance as of December 31, 2023 47,427 ​ $ 474 ​ $ ( 589,807 ) ​ $ 407,415 ​ $ ( 89,876 ) ​ $ 870,429 ​ $ 16,907 ​ $ 615,542 ​ Net income — ​ — ​ — ​ — ​ — ​ ​ ( 2,305 ) ​ 2,805 ​ 500 ​ Dividends to shareholders ($ 0.06 per common share) — ​ — ​ — ​ — ​ — ​ ​ ( 2,847 ) ​ ​ — ​ ​ ( 2,847 ) ​ Payments distributed to noncontrolling interest — ​ — ​ — ​ — ​ — ​ — ​ ( 2,520 ) ​ ( 2,520 ) ​ Foreign currency translation adjustments — ​ — ​ — ​ — ​ ( 3,743 ) ​ — ​ ( 94 ) ​ ( 3,837 ) ​ Derivatives valuation, net of tax — ​ — ​ — ​ — ​ ( 235 ) ​ — ​ — ​ ( 235 ) ​ Vesting of restricted stock units 20 ​ — ​ 332 ​ ( 459 ) ​ — ​ — ​ — ​ ( 127 ) ​ Equity-based compensation expense — ​ — ​ — ​ 5,812 ​ — ​ — ​ — ​ 5,812 ​ Other, net of tax — ​ — ​ — ​ — ​ 121 ​ — ​ — ​ 121 ​ Balance as of March 31, 2024 47,447 ​ $ 474 ​ $ ( 589,475 ) ​ $ 412,768 ​ $ ( 93,733 ) ​ $ 865,277 ​ $ 17,098 ​ $ 612,409 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ Equity of the Company ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Treasury ​ Additional ​ Comprehensive ​ Retained ​ Noncontrolling ​ ​ ​ ​ ​ Shares ​ Amount ​ Stock ​ Paid-in Capital ​ Income (Loss) ​ Earnings ​ interest ​ Total Equity Balance as of December 31, 2024 47,749 ​ $ 477 ​ $ ( 584,900 ) ​ $ 420,181 ​ $ ( 132,121 ) ​ $ 546,617 ​ $ 17,865 ​ $ 268,119 ​ Net (loss) income — ​ — ​ — ​ — ​ — ​ 1,384 ​ 1,862 ​ 3,246 ​ Payments distributed to noncontrolling interest — ​ — ​ — ​ — ​ — ​ — ​ ( 2,211 ) ​ ( 2,211 ) ​ Foreign currency translation adjustments — ​ — ​ — ​ — ​ 6,622 ​ — ​ 16 ​ 6,638 ​ Derivatives valuation, net of tax — ​ — ​ — ​ — ​ 2,468 ​ — ​ — ​ 2,468 ​ Vesting of restricted stock units 55 ​ 1 ​ — ​ ( 63 ) ​ — ​ — ​ — ​ ( 62 ) ​ Equity-based compensation expense — ​ — ​ — ​ 3,250 ​ — ​ — ​ — ​ 3,250 ​ Other, net of tax — ​ — ​ — ​ — ​ 58 ​ — ​ — ​ 58 ​ Balance as of March 31, 2025 47,804 ​ $ 478 ​ $ ( 584,900 ) ​ $ 423,368 ​ $ ( 122,973 ) ​ $ 548,001 ​ $ 17,532 ​ $ 281,506 ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 3 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Amounts in thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2025 2024 Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 3,246 ​ $ 500 ​ Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 22,698 ​ 25,145 ​ Amortization of contract acquisition costs ​ 494 ​ 283 ​ Amortization of debt issuance costs ​ 510 ​ 643 ​ Imputed interest expense and fair value adjustments to contingent consideration ​ — ​ ( 1,240 ) ​ Provision for credit losses ​ 251 ​ ( 31 ) ​ (Gain) loss on disposal of assets ​ 316 ​ 510 ​ Impairment losses ​ ​ 761 ​ ​ 140 ​ Deferred income taxes ​ 1,913 ​ ( 12,628 ) ​ Excess tax benefit from equity-based awards ​ 236 ​ 292 ​ Equity-based compensation expense ​ 3,250 ​ 5,812 ​ Loss (gain) on foreign currency derivatives ​ ( 68 ) ​ 77 ​ Changes in assets and liabilities, net of acquisitions: ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 14,189 ​ ( 11,301 ) ​ Prepaids and other assets ​ ( 1,720 ) ​ 3,094 ​ Accounts payable and accrued expenses ​ ( 14,204 ) ​ ( 25,845 ) ​ Deferred revenue and other liabilities ​ ( 10,280 ) ​ ( 1,080 ) ​ Net cash (used in) provided by operating activities ​ 21,592 ​ ( 15,629 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ ​ ​ ​ ​ ​ Proceeds from sale of long-lived assets ​ 127 ​ 25 ​ Purchases of property, plant and equipment, net of acquisitions ​ ( 5,406 ) ​ ( 13,473 ) ​ Net cash used in investing activities ​ ( 5,279 ) ​ ( 13,448 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ ​ ​ ​ ​ ​ Net proceeds (borrowings) from line of credit ​ ( 11,000 ) ​ ( 42,000 ) ​ Payments on other debt ​ ( 462 ) ​ ( 741 ) ​ Payments of debt issuance costs ​ ​ — ​ ​ ( 1,100 ) ​ Payments to noncontrolling interest ​ ​ ( 2,211 ) ​ ​ ( 2,520 ) ​ Tax payments related to issuance of restricted stock units ​ ​ ( 62 ) ​ ​ ( 127 ) ​ Net cash used in financing activities ​ ( 13,735 ) ​ ( 46,488 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash, cash equivalents and restricted cash ​ ( 2,434 ) ​ 1,847 ​ ​ ​ ​ ​ ​ ​ ​ ​ Decrease in cash, cash equivalents and restricted cash ​ 144 ​ ( 73,718 ) ​ Cash, cash equivalents and restricted cash, beginning of period ​ 84,991 ​ 173,905 ​ Cash, cash equivalents and restricted cash, end of period ​ $ 85,135 ​ $ 100,187 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 19,242 ​ $ 19,755 ​ Cash paid for income taxes ​ $ 4,898 ​ $ 17,561 ​ Non-cash investing and financing activities ​ ​ ​ ​ ​ ​ ​ Acquisition of long-lived assets through finance leases ​ $ — ​ $ 200 ​ Acquisition of equipment through increase in accounts payable, net ​ $ ( 637 ) ​ $ ( 2,426 ) ​ Dividend declared but not paid ​ $ — ​ $ 2,847 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 4 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (1) OVERVIEW AND BASIS OF PRESENTATION Summary of Business Founded in 1982 , TTEC Holdings, Inc. (“TTEC”, “the Company”; pronounced “T-TEC”) is a global customer experience (“CX”) outsourcing partner for marquee and disruptive brands and public sector clients. 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. 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: • 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; sells, operates, and provides managed services for cloud platforms and premise-based CX technologies including Amazon Web Services (“AWS”), Cisco, Genesys, Google, and Microsoft; and creates proprietary IP to support industry specific and custom client needs. 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. • 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. 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. The segment’s technology-enabled delivery model covers the entire solution lifecycle including associate recruitment, onboarding, training, delivery, workforce management and quality assurance. TTEC pursues its CX market leadership through strategic collaboration across TTEC Digital and TTEC Engage. Together, TTEC’s ability to deliver comprehensive and transformational customer experience solutions to its clients is a marketplace differentiation, including integrated CX technology and service solutions, go-to-market strategies, and innovative offerings. During the 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 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. 5 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) The unaudited Consolidated Financial Statements do not include all of the disclosures required by accounting principles generally accepted in the U.S. (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited Consolidated Financial Statements reflect all adjustments which, in the opinion of management, are necessary to state fairly the consolidated financial position of the Company and the consolidated results of operations and comprehensive income (loss) and the consolidated cash flows of the Company. All such adjustments are of a normal, recurring nature. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. These unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Use of Estimates 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. 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. 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. 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. 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 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. The Company adopted the standard December 31, 2024, retrospectively to all periods presented in the financial statements. The adoption resulted in the Company adding the required detailed segment information within the Company’s segment disclosure footnote. 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. The ASU is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is assessing the effect on its annual consolidated financial statement disclosures; however, adoption is not expected to impact the Company’s consolidated balance sheets, income statements or related disclosures. 6 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) 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). The ASU is effective for fiscal years beginning after December 15, 2026, with retrospective application permitted. The Company is still evaluating the potential impact of the pronouncement. ​ ​ ​ (2) ACQUISITIONS AND DIVESTITURES Certain Assets of Faneuil On April 1, 2022 , the Company completed an asset acquisition through its subsidiary TTEC Government Solutions LLC, of certain public sector citizen experience contracts in the transportation infrastructure and healthcare exchange industries from Faneuil, Inc., a subsidiary of ALJ Regional Holdings, Inc. (“the Faneuil Transaction”). The acquired business is operated as part of the TTEC Engage segment and was fully consolidated into the financial statements of TTEC. The Faneuil Transaction was recorded as a business combination under ASC 805, Business Combinations, with identifiable assets acquired and liabilities assumed recorded at their estimated fair values as of the acquisition date. Total cash paid at the time of acquisition was $ 142.4 million. The Faneuil Transaction included contingent payments that were based on the revenue and EBITDA performance of certain contracts with the value of the contingent payments to be determined. During the second quarter of 2023, the contingent payment obligation was modified to a minimum payment of $ 7.4 million and a maximum payment of $ 10.4 million. An initial payment of $ 7.4 million was completed in May 2023. 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. 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). The earn-out period was completed at the end of January 2025. Based on final results, no final earn-out payment was required. ​ ​ ​ (3) SEGMENT INFORMATION The Company has two reportable segments, TTEC Digital and TTEC Engage, based on nature of product and independent management of each business segment. Each segment is led by a senior executive reporting to the CEO and the products and services sold are described below. 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. 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. TTEC Digital and the CX Technology Services Industry 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. 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. 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. 7 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) TTEC Digital’s solutions are built to respond to market needs for both enterprise and small and medium-sized business clients. AI design and delivery capabilities are woven across all five pillars of the Company offerings. • Professional Services: System design, configuration and integration • Managed Services: Cloud application and premise support • CX Consulting: Transformation strategy and design • CX Data and Analytics: Data science, engineering, and visualization • IP & Software: Custom software engineering through TTEC Digital’s IP and Software division The segment has a three-pronged go to market strategy that includes growing existing client relationships, partner channel motions and general market development. TTEC Engage and the CX Business Process Outsourcing Services Industry The TTEC Engage segment’s solutions are built to respond to the following market needs for clients. • Customer Support • Tech Support • Revenue Generation and Growth Services • Fraud Mitigation • AI Operations, including data annotation and labeling • Back-office Support TTEC Engage goes to market through a vertical approach with customized solutions that include industry-specific talent, technology, certifications, and capabilities. 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. 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). The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TTEC Engage ​ TTEC Digital ​ Total ​ Revenue ​ ​ $ 426,188 ​ $ 108,040 ​ $ 534,228 ​ Cost of services (exclusive of depreciation and amortization presented separately below) (1) ​ ​ ​ 342,162 ​ ​ 72,385 ​ ​ 414,547 ​ Selling, general and administrative ​ ​ ​ 47,483 ​ ​ 22,554 ​ ​ 70,037 ​ Depreciation and amortization ​ ​ ​ 16,206 ​ ​ 6,492 ​ ​ 22,698 ​ Other segment items (2) ​ ​ ​ 2,012 ​ ​ 745 ​ ​ 2,757 ​ Income from operations ​ ​ ​ 18,325 ​ ​ 5,864 ​ ​ 24,189 ​ Interest income ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,580 ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 19,797 ) ​ Other income (expense), net ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,589 ​ Income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ 12,561 ​ ​ 8 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Three Months Ended March 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TTEC Engage ​ TTEC Digital ​ Total ​ Revenue ​ ​ $ 464,607 ​ $ 112,031 ​ $ 576,638 ​ Cost of services (exclusive of depreciation and amortization presented separately below) (1) ​ ​ ​ 375,009 ​ ​ 78,809 ​ ​ 453,818 ​ Selling, general and administrative ​ ​ ​ 51,288 ​ ​ 23,287 ​ ​ 74,575 ​ Depreciation and amortization ​ ​ ​ 18,095 ​ ​ 7,050 ​ ​ 25,145 ​ Other segment items (2) ​ ​ ​ 792 ​ ​ ( 403 ) ​ ​ 389 ​ Income from operations ​ ​ ​ 19,423 ​ ​ 3,288 ​ ​ 22,711 ​ Interest income ​ ​ ​ ​ ​ ​ ​ ​ ​ 983 ​ Interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 21,071 ) ​ Other income (expense), net ​ ​ ​ ​ ​ ​ ​ ​ ​ 206 ​ Income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,829 ​ (1) Cost of services primarily includes employee related and technology costs. (2) Other segment items include impairment losses and restructuring charges. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ ​ 2025 2024 Capital Expenditures ​ ​ ​ ​ ​ ​ ​ TTEC Digital ​ $ 2,106 $ 1,787 TTEC Engage ​ 3,300 ​ 11,686 ​ Total ​ $ 5,406 $ 13,473 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 December 31, 2024 ​ Total Assets ​ ​ ​ ​ ​ ​ ​ ​ TTEC Digital ​ ​ $ 769,068 $ 776,099 ​ TTEC Engage ​ ​ 957,168 ​ 977,281 ​ Total ​ ​ $ 1,726,236 $ 1,753,380 ​ ​ The following table presents revenue based upon the geographic location where the services are provided (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ 2025 2024 ​ Revenue ​ ​ ​ ​ ​ ​ ​ ​ United States / Canada ​ $ 369,029 ​ $ 386,916 ​ Philippines / Asia Pacific / India ​ 91,254 ​ 120,465 ​ ​ Europe / Middle East / Africa ​ 47,549 ​ 38,844 ​ ​ Latin America ​ 26,396 ​ 30,413 ​ ​ Total ​ $ 534,228 $ 576,638 ​ ​ ​ ​ ​ ​ ​ ​ 9 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (4) SIGNIFICANT CLIENTS AND OTHER CONCENTRATIONS 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. 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. To mitigate this risk, the Company’s business arrangements with these larger clients are structured as multiple contracts with different statements of work that are specific to a different line of business or service; these contracts have different durations and renewal dates and could have a revenue opportunity above the $100 million aggregate. 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. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 Balance, beginning of period ​ $ 5,244 ​ $ 2,248 ​ Provision for credit losses ​ 251 ​ ( 31 ) ​ Uncollectible receivables written-off ​ ( 725 ) ​ ( 150 ) ​ Effect of foreign currency ​ — ​ ( 2 ) ​ Balance, end of period ​ $ 4,770 ​ $ 2,065 ​ ​ Accounts Receivable Factoring Agreement In the third quarter of 2024, the Company terminated its Uncommitted Receivables Purchase Agreement (“Agreement”) with BMO Bank, N.A. (“Bank”, or “BMO”), under the terms of which the Company had the right to sell, on a revolving basis, U.S. accounts receivables of certain clients at a discount to the Bank for cash on a limited recourse basis. 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. The Company retained no interest in the sold receivables but did retain all collection responsibilities on behalf of the Bank. The discount on the accounts receivable sold was recorded within Other expense, net in the Consolidated Statements of Comprehensive Income (Loss). 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. ​ (5) GOODWILL ​ Goodwill consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of ​ ​ ​ ​ December 31, ​ Acquisitions / ​ ​ ​ ​ Foreign ​ March 31, ​ ​ 2024 ​ Adjustments ​ Impairments ​ Currency ​ 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TTEC Digital ​ $ 498,213 ​ $ — ​ $ — ​ $ 483 ​ $ 498,696 ​ TTEC Engage ​ 72,984 ​ — ​ ​ — ​ ​ 239 ​ 73,223 ​ Total ​ $ 571,197 ​ $ — ​ $ — ​ $ 722 ​ $ 571,919 ​ ​ 10 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) The Company performs an annual goodwill impairment assessment on December 1 st , or more frequently, if indicators of impairment exist. The Company also monitors its reporting units for any triggering events and performs qualitative assessments of impairment indicators. 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. Based on the Company’s assessment, the estimated fair value of the Engage reporting unit exceeded its carrying value by approximately 17 %. 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. 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. The carrying value of Digital Recurring was $ 433.5 million at December 1, 2024, including approximately $ 310.2 million of goodwill. Based on the Company’s assessment, the estimated fair value of the Digital Recurring reporting unit exceeded its carrying value by approximately 7 %. 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. 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. The carrying value of Digital Professional Services was $ 225.9 million at December 1, 2024, including approximately $ 188.0 million of goodwill. Based on the Company’s assessment, the estimated fair value of the Digital Professional Services reporting unit exceeded its carrying value by approximately 10 %. 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. 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. As an international outsourcing agent, TTEC’s revenue and cash flows are susceptible to global economic conditions and client business volumes. 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. 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. 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. ​ ​ ​ ​ 11 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (6) DERIVATIVES 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. 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. 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. 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. 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. As of March 31, 2025, the Company has not experienced, nor does it anticipate, any issues related to derivative counterparty defaults. All derivative financial instruments are reported at gross fair value and recorded in Prepaids and other current assets, Other long-term assets, Other current liabilities, and Other long-term liabilities in the accompanying Consolidated Balance Sheets as applicable for each period end. Fair Value of Derivative Instruments 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ ​ Designated Not Designated ​ ​ as Hedging as Hedging ​ Designation: ​ Instruments Instruments ​ Foreign Foreign Derivative contract type: ​ Exchange ​ Exchange Derivative classification: ​ Cash Flow ​ Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaids and other current assets ​ $ 698 ​ $ 42 ​ Other long-term assets ​ 54 ​ — ​ Other current liabilities ​ ( 1,166 ) ​ ( 150 ) ​ Other long-term liabilities ​ ( 485 ) ​ — ​ Total fair value of derivatives, net ​ $ ( 899 ) ​ $ ( 108 ) ​ ​ 12 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Designated Not Designated ​ ​ as Hedging as Hedging ​ Designation: ​ Instruments Instruments ​ Foreign Foreign Derivative contract type: ​ Exchange ​ Exchange Derivative classification: ​ Cash Flow ​ Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ Prepaids and other current assets ​ $ 783 ​ $ 6 ​ Other long-term assets ​ — ​ — ​ Other current liabilities ​ ( 2,679 ) ​ ( 183 ) ​ Other long-term liabilities ​ ( 1,471 ) ​ — ​ Total fair value of derivatives, net ​ $ ( 3,367 ) ​ $ ( 177 ) ​ ​ Cash Flow Hedges 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. 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. Based on the criteria established by current accounting standards, the Company’s cash flow hedge contracts are deemed to be highly effective. Any realized gains or losses resulting from the foreign currency cash flow hedges are recognized together with the hedged transaction within Revenue. The Company’s foreign exchange cash flow hedging instruments as of March 31, 2025 and December 31, 2024 are summarized as follows (amounts in thousands). All hedging instruments are forward contracts. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Local ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ U.S. Dollar ​ ​ % Maturing ​ ​ Contracts ​ ​ Notional ​ Notional ​ ​ in the next ​ ​ Maturing As of March 31, 2025 ​ Amount ​ Amount ​ ​ 12 months ​ ​ Through Philippine Peso 4,657,000 ​ 81,212 (1) ​ 71.9 % ​ March 2027 ​ Mexican Peso 441,500 ​ 21,525 ​ ​ 71.1 % ​ December 2026 ​ ​ ​ ​ ​ $ 102,737 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Local ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ U.S. Dollar ​ ​ % Maturing ​ ​ Contracts ​ ​ ​ Notional ​ Notional ​ in the next ​ ​ Maturing ​ As of December 31, 2024 ​ Amount ​ Amount ​ 12 months ​ ​ Through ​ Philippine Peso 6,034,000 ​ $ 105,098 (1) ​ 67.8 % ​ March 2027 ​ Mexican Peso 548,000 ​ 26,682 ​ ​ 64.6 % ​ December 2026 ​ ​ ​ ​ ​ $ 131,780 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Includes contracts to purchase Philippine pesos in exchange for New Zealand dollars and Australian dollars, which are translated into equivalent U.S. dollars on March 31, 2025 and December 31, 2024. ​ 13 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ ​ 2025 2024 ​ Foreign Exchange Cash Flow Hedges, effective: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount of gain (loss) recognized in Other comprehensive income (loss) (1) ​ $ 2,340 ​ $ 966 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amount and location of gain (loss) reclassified from Accumulated OCI to: ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ ( 173 ) ​ $ 1,624 ​ ​ Provision for income taxes ​ ​ 45 ​ ​ ( 423 ) ​ ​ Net income (loss) ​ $ ( 128 ) ​ $ 1,201 ​ ​ (1) As a result of the valuation allowance recorded in Q2 2024 against the Company’s U.S. 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. 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. Fair Value Hedges Changes in the fair value of derivative instruments not designated as hedges are recognized in earnings in Other income (expense), net on a before tax basis and are offset by gains and losses on the related hedged items. The Company’s volume of foreign exchange fair value derivative contracts as of March 31, 2025 and December 31, 2024 are summarized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Local ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ U.S. Dollar ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ Notional ​ ​ ​ ​ ​ ​ As of March 31, 2025 (2) ​ Amount ​ Amount ​ ​ ​ ​ ​ ​ Australian Dollar 3,950 ​ $ 2,485 ​ ​ ​ ​ ​ ​ ​ Canadian Dollar 7,220 ​ ​ 5,044 ​ ​ ​ ​ ​ ​ ​ Euro ​ 10,400 ​ ​ 11,236 ​ ​ ​ ​ ​ ​ ​ British Pound ​ 4,000 ​ ​ 5,178 ​ ​ ​ ​ ​ ​ ​ Mexican Peso 266,000 ​ ​ 13,118 ​ ​ ​ ​ ​ ​ ​ New Zealand Dollar ​ 3,968 ​ ​ 2,278 ​ ​ ​ ​ ​ ​ ​ Polish Zloty 10,000 ​ 2,590 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 41,929 ​ ​ ​ ​ ​ ​ ​ ​ (2) All fair value hedges are short-term and matured in April 2025 . 14 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Local ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ U.S. Dollar ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ Notional ​ ​ ​ ​ ​ ​ As of December 31, 2024 (3) ​ Amount ​ Amount ​ ​ ​ ​ ​ ​ Australian Dollar 3,850 ​ $ 2,393 ​ ​ ​ ​ ​ ​ ​ Canadian Dollar ​ 5,850 ​ ​ 4,137 ​ ​ ​ ​ ​ ​ ​ Euro ​ 11,000 ​ ​ 11,456 ​ ​ ​ ​ ​ ​ ​ British Pound 5,600 ​ ​ 7,066 ​ ​ ​ ​ ​ ​ ​ Mexican Peso 130,000 ​ 6,307 ​ ​ ​ ​ ​ ​ ​ New Zealand Dollar 3,400 ​ ​ 1,914 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 33,273 ​ ​ ​ ​ ​ ​ ​ ​ (3) All fair value hedges are short-term and matured in January 2025 . The amounts and location of before tax gains and losses on Fair Value Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, respectively, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2025 ​ 2024 Foreign Exchange Fair Value Derivatives, not designated as Hedging Instruments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense), net $ 48 $ 226 ​ ​ The related cash flow impacts of all the derivative activities are reflected as cash flows from operating activities. ​ ​ ​ ​ ​ ​ ​ (7) FAIR VALUE The authoritative guidance for fair value measurements establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires that the Company maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, similar assets and liabilities in markets that are not active or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The following presents information as of 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. 15 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) 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. The fair values of these investments are determined based on valuation techniques using the best information available, and may include market observable inputs, and discounted cash flow projections. An impairment charge is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary. Debt - The Company’s debt consists primarily of the Company’s Credit Facility, which permits floating-rate borrowings based upon the current Prime Rate or SOFR plus a credit spread as determined by the Company’s leverage ratio calculation (in each case as defined in the Credit Agreement discussed in Note 10). As of 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. 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. Derivatives - Net derivative assets (liabilities) are measured at fair value on a recurring basis. The portfolio is valued using models based on market observable inputs, including both forward and spot foreign exchange rates, interest rates, implied volatility, and counterparty credit risk, including the ability of each party to execute its obligations under the contract. As of March 31, 2025, credit risk did not materially change the fair value of the Company’s derivative contracts. The following is a summary of the Company’s fair value measurements for its net derivative assets (liabilities) as of March 31, 2025 and December 31, 2024 (in thousands): As of March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements Using ​ ​ ​ ​ Quoted Prices in Significant ​ ​ ​ ​ ​ Active Markets ​ Other ​ Significant ​ ​ ​ ​ ​ for Identical ​ Observable ​ Unobservable ​ ​ ​ ​ ​ Assets ​ Inputs ​ Inputs ​ ​ ​ ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ At Fair Value Cash flow hedges ​ $ — ​ $ ( 899 ) ​ $ — ​ $ ( 899 ) ​ Fair value hedges ​ — ​ ( 108 ) ​ — ​ ( 108 ) ​ Total net derivative asset (liability) ​ $ — ​ $ ( 1,007 ) ​ $ — ​ $ ( 1,007 ) ​ ​ As of December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements Using ​ ​ ​ ​ Quoted Prices in Significant ​ ​ ​ ​ ​ Active Markets ​ Other ​ Significant ​ ​ ​ ​ ​ for Identical ​ Observable ​ Unobservable ​ ​ ​ ​ ​ Assets ​ Inputs ​ Inputs ​ ​ ​ ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) ​ At Fair Value Cash flow hedges ​ $ — ​ $ ( 3,367 ) ​ $ — ​ $ ( 3,367 ) ​ Fair value hedges ​ — ​ ( 177 ) ​ — ​ ( 177 ) ​ Total net derivative asset (liability) ​ $ — ​ $ ( 3,544 ) ​ $ — ​ $ ( 3,544 ) ​ ​ 16 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) The following is a summary of the Company’s fair value measurements as of March 31, 2025 and December 31, 2024 (in thousands): ​ As of March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements Using ​ Quoted Prices in ​ ​ Significant ​ ​ Active Markets for ​ Significant Other ​ Unobservable ​ ​ Identical Assets ​ Observable Inputs ​ Inputs ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative instruments, net ​ $ — ​ $ — ​ $ — ​ Deferred compensation plan asset ​ ​ 32,242 ​ ​ — ​ ​ — ​ Total assets ​ $ 32,242 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative instruments, net ​ $ — ​ $ ( 1,007 ) ​ $ — ​ Contingent consideration ​ — ​ — ​ — ​ Total liabilities ​ $ — ​ $ ( 1,007 ) ​ $ — ​ ​ As of December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements Using ​ Quoted Prices in ​ ​ Significant ​ ​ Active Markets for ​ Significant Other ​ Unobservable ​ ​ Identical Assets ​ Observable Inputs ​ Inputs ​ ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative instruments, net ​ $ — ​ $ — ​ $ — ​ Deferred compensation plan asset ​ ​ 33,269 ​ ​ — ​ ​ — ​ Total assets ​ $ 33,269 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative instruments, net ​ $ — ​ $ ( 3,544 ) ​ $ — ​ Contingent consideration ​ — ​ — ​ — ​ Total liabilities ​ $ — ​ $ ( 3,544 ) ​ $ — ​ ​ Deferred Compensation Plan — The Company maintains a non-qualified deferred compensation plan for certain eligible employees. The deferred compensation asset represents the combined fair value of all the funds based on quoted values and market observable inputs. Contingent Consideration - The Company recorded contingent consideration payable related to the acquisition of Faneuil that closed in 2022. The contingent payables for Faneuil were calculated using a Monte Carlo simulation including a discount rate of 19.3 %. The measurements were based on significant inputs not observable in the market. 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. 17 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) 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. 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. The fair value adjustment benefits(expenses) were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss). As of December 31, 2024, the contingent consideration payment was accrued at $ 0.0 million. The earn-out period was completed at the end of January 2025. Based on final results, no final earn-out payment was required. ​ ​ ​ ​ ​ ​ (8) IMPAIRMENT OF ASSETS The Company evaluated the recoverability of its leasehold improvement assets at certain customer engagement centers, building and land assets, as well as all internally developed software projects. An asset group is considered to be impaired when the anticipated undiscounted future cash flows of its asset group is estimated to be less than the asset group’s carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. To determine fair value, the Company used Level 3 inputs in its discounted cash flows analysis. Assumptions included the amount and timing of estimated future cash flows and assumed discount rates. 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. 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 The Company accounts for income taxes in accordance with the accounting literature for income taxes, which requires recognition of deferred tax assets and liabilities for the expected future income tax consequences of transactions that have been included in the Consolidated Financial Statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse. Quarterly, the Company assesses the likelihood that its net deferred tax assets will be recovered. Based on the weight of all available evidence, both positive and negative, the Company records a valuation allowance against deferred tax assets when it is more-likely-than-not that a future tax benefit will not be realized. The Company’s selection of an accounting policy with respect to both the global intangible low taxed foreign income (“GILTI”) and base erosion and anti-abuse tax (“BEAT”) rules is to compute the related taxes in the period the entity becomes subject to either GILTI or BEAT. At the end of each interim period, we are required to estimate our annual effective tax rate for the fiscal year and to use that rate to provide for income taxes for the current year-to-date reporting period. The Company’s 2025 estimated annual effective tax rate of 25.2 %, before discrete items, is driven by the distribution of forecasted income between the U.S. and international tax jurisdictions, earnings in international jurisdictions currently under an income tax holiday, and the impact of valuation allowances in the United States and several other jurisdictions. The Company’s effective tax rate for the three months ended March 31, 2025 was 74.2 %. 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. 18 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) The Company’s U.S. 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 . 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 . 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. 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. 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. 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. The Company has been granted “Tax Holidays” as an incentive to attract foreign investment by the governments of the Philippines and Honduras. Generally, a Tax Holiday is an agreement between the Company and a foreign government under which the Company receives certain tax benefits in that country, such as exemption from taxation on profits derived from export-related activities. In the Philippines, the Company has been granted multiple agreements under local laws which result in an overall reduced tax rate. These incentives have varying benefit year over year and expire at various times beginning in 2031. The aggregate benefit to income tax expense for the three months ended 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 On February 26, 2024 , the Company entered into an Eighth Amendment to the Credit Agreement to increase the net leverage ratio covenant, the lenders’ commitment fee rate and margin for a period starting with the quarter ending March 31, 2024 through the quarter ending March 31, 2025, from the current 3.5 to 1 to between 4.0 to 1 and 4.5 to 1, as may be applicable in different quarters; and to reduce the total lenders’ commitment from $1.5 billion to $ 1.3 billion. 19 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) 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”). 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. In addition, the Company agreed, to certain other changes, including, among others, (i) increased pricing on borrowings and increased facility fees, in each case, determined according to the Company’s leverage ratio, (ii) more restrictive limitations in respect of debt, liens, investments, acquisitions, asset sales and restricted payments, and (iii) requirements to apply certain equity and debt issuances and asset sale proceeds to the prepayment of the facility and permanent reduction of the total facility commitment amount. The term of the Credit Facility will remain unchanged through November 23, 2026. The maximum commitment under the Credit Facility is $ 1.2 billion in the aggregate, if certain conditions are satisfied. The Credit Facility commitment fees are payable to the lenders in an amount equal to the unused portion of the Credit Facility multiplied by a rate per annum as determined by reference to the Company’s net leverage ratio. The Credit Agreement contains customary affirmative, negative, and financial covenants. The Credit Agreement also permits the utilization of up to $100 million of limits within the Credit Facility for letters of credit to be used in the business. The Company’s Credit Agreement includes a number of financial covenants and operating restrictions of which failure to comply could result in a default under the Credit Agreement. As of the issuance of these financial statements, the Company believes it has sufficient cash on hand, positive working capital, and availability to access additional cash under the Credit Facility to meet its business operating requirements, its capital expenditures and to continue to comply with the amended debt covenants for the next 12 months. In the event that the Company does not remain in compliance with the financial covenants under the Credit Facility, it may need to negotiate additional amendments to or waivers of the terms of such credit facilities, refinance its debt, or raise additional capital. As defined in the Credit Agreement, base rate loans bear interest at a rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50 %, and (c) SOFR in effect on such day plus 1.0 %. Base rate loans shall be based on the base rate, plus the applicable credit margin which ranges from 0.375 % to 2.5 % based on the Company’s net leverage ratio. SOFR loans bear interest at a rate equal to the applicable spread adjusted SOFR plus applicable credit margin which ranges from 1.375 % to 3.5 % based on the Company’s net leverage ratio. Alternative currency loans (not denominated in U.S. Dollars) bear interest at rates applicable to their respective currencies. 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. 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. 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. As of March 31, 2025, the Company was in compliance with all covenants and conditions under its Credit Agreement. 20 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Letters of Credit As of March 31, 2025, outstanding letters of credit under the Credit Facility totaled $ 5.2 million. As of March 31, 2025, letters of credit and contract performance guarantees issued outside of the Credit Agreement totaled $ 0.3 million. Guarantees Indebtedness under the Credit Agreement is guaranteed by the Company’s present and future subsidiaries. Legal Proceedings From time to time, the Company has been involved in legal actions, both as plaintiff and defendant, which arise in the ordinary course of business. The Company accrues for exposures associated with such legal actions to the extent that losses are deemed both probable and reasonably estimable. To the extent specific reserves have not been made for certain legal proceedings, their ultimate outcome, and consequently, an estimate of possible loss, if any, cannot reasonably be determined at this time. Based on currently available information and advice received from counsel, the Company believes that the disposition or ultimate resolution of any current legal proceedings, except as otherwise specifically reserved for in its financial statements, will not have a material adverse effect on the Company’s financial position, cash flows or results of operations. In the event of unexpected further developments, however, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s financial position, cash flows, or results of operations. ​ (11) DEFERRED REVENUE AND REMAINING PERFORMANCE OBLIGATIONS 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. 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. 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. 21 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (12) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ​ The following table presents changes in the accumulated balance for each component of Other comprehensive income (loss), including current period other comprehensive income (loss) and reclassifications out of Accumulated other comprehensive income (loss) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ Derivative ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ Valuation, Net ​ Other, Net ​ ​ ​ ​ ​ Adjustment ​ of Tax ​ of Tax ​ Totals ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated other comprehensive income (loss) at December 31, 2023 ​ $ ( 93,144 ) $ 6,315 $ ( 3,047 ) $ ( 89,876 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) before reclassifications ​ ( 3,743 ) ​ 966 ​ 12 ​ ( 2,765 ) ​ Amounts reclassified from accumulated other comprehensive income (loss) ​ — ​ ( 1,201 ) ​ 109 ​ ( 1,092 ) ​ Net current period other comprehensive income (loss) ​ ( 3,743 ) ​ ( 235 ) ​ 121 ​ ( 3,857 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated other comprehensive income (loss) at March 31, 2024 ​ $ ( 96,887 ) $ 6,080 $ ( 2,926 ) $ ( 93,733 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated other comprehensive income (loss) at December 31, 2024 ​ $ ( 123,821 ) $ ( 5,583 ) $ ( 2,717 ) $ ( 132,121 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss) before reclassifications ​ 6,622 ​ ​ 2,340 ​ ​ 6 ​ 8,968 ​ Amounts reclassified from accumulated other comprehensive income (loss) ​ — ​ ​ 128 ​ ​ 52 ​ 180 ​ Net current period other comprehensive income (loss) ​ 6,622 ​ 2,468 ​ 58 ​ 9,148 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated other comprehensive income (loss) at March 31, 2025 ​ $ ( 117,199 ) $ ( 3,115 ) $ ( 2,659 ) $ ( 122,973 ) ​ ​ The following table presents the classification and amount of the reclassifications from Accumulated other comprehensive income (loss) to the Statement of Comprehensive Income (Loss) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ Statement of ​ ​ ​ March 31, ​ Comprehensive Income ​ ​ 2025 2024 (Loss) Classification ​ Derivative valuation ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain on foreign currency forward exchange contracts ​ $ ( 173 ) ​ $ 1,624 Revenue ​ Tax effect ​ 45 ​ ( 423 ) Provision for income taxes ​ ​ ​ $ ( 128 ) ​ $ 1,201 Net income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ Actuarial loss on defined benefit plan ​ $ ( 58 ) ​ $ ( 121 ) Cost of services ​ Gain on liquidation ​ ​ — ​ ​ — ​ Other income (expense), net ​ Tax effect ​ 6 ​ 12 Provision for income taxes ​ ​ ​ $ ( 52 ) ​ $ ( 109 ) Net income (loss) ​ ​ ​ ​ 22 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) ​ ​ ​ ​ ​ (13) WEIGHTED AVERAGE SHARE COUNTS ​ The following table sets forth the computation of basic and diluted shares for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 2024 ​ ​ ​ ​ ​ ​ Shares used in basic earnings per share calculation ​ 47,771 47,432 Effect of dilutive securities: ​ ​ ​ ​ ​ Restricted stock units ​ 454 150 Performance-based restricted stock units ​ — 5 Total effects of dilutive securities ​ 454 155 Shares used in dilutive earnings per share calculation ​ 48,225 47,587 ​ 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. The following tables present the total equity-based compensation expense for the three months ended March 31, 2025 and 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ Equity-based compensation expense recognized in Cost of services ​ $ 1,128 ​ $ 2,245 ​ Equity-based compensation expense recognized in Selling, general and administrative ​ ​ 2,122 ​ ​ 3,567 ​ Total equity-based compensation expense ​ $ 3,250 ​ $ 5,812 ​ ​ ​ Restricted Stock Unit Grants 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 . 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. 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. 23 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Performance Based Restricted Stock Unit Grants 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. 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. The number of shares awarded were based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2024 . 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. If the defined minimum targets are not met, then no shares will be issued. The number of shares awarded will be based on the TTEC Engage and TTEC Digital business segments’ annual revenue and adjusted EBITDA for fiscal year 2025. The Company did not recognize any compensation expense related to these awards for the three 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. If defined minimum targets are met, the Company will issue PRSUs with an annual value between zero and $ 8.9 million that will vest in 2026. If the defined minimum targets are not met, then no PRSUs will be issued. The number of PRSUs awarded will be based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2025. Expense for these awards began at the start of the requisite service period, beginning January 1, 2025. The Company did not recognize any compensation expense related to these awards for the three 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. If defined minimum targets are met, the Company will issue PRSUs with an annual value between zero and $ 4.0 million that vest in 2026. If the defined minimum targets are not met, then no PRSUs will be issued. The number of PRSUs awarded will be based on the Company’s annual revenue and adjusted EBITDA for fiscal year 2026 and on TTEC Digital’s annual revenue and adjusted EBITDA for fiscal year 2026. Expense for these awards will begin at the start of the requisite service period, beginning January 1, 2026. ​ (15) NON-QUALIFIED DEFERRED COMPENSATION PLAN 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. highly compensated employees are limited from contributing into TTEC’s Deferred Tax Retirement Savings Plan (the “401K Plan”). All amounts deferred under the plan are unfunded, unsecured obligations and are recorded within Other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets. In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors. Participants may choose among alternative earnings rates for the amounts they defer, which are primarily based on investment options within the 401K Plan. Amounts contributed and deferred under the Plan are credited or charged with the performance of investment options offered under the plan as elected by the participants. 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. In the fourth quarter of 2024 the Company suspended additional deferrals into the Plan for 2025 and until further notice. ​ 24 Table of Contents TTEC HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) (16) RELATED PARTY TRANSACTIONS The Company entered into an agreement under which Avion, LLC (“Avion”) and Airmax LLC (“Airmax”) provide certain aviation flight services as requested by the Company. Such services include the use of an aircraft and flight crew. Kenneth D. Tuchman, Chairman and Chief Executive Officer of the Company, has an indirect 100 % beneficial ownership interest in Avion and Airmax. 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. There was $ 108 thousand in payments due and outstanding to Avion and Airmax as of March 31, 2025. Ms. 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. During the three months ended March 31, 2024, the Company expensed $ 0.8 million for these services. Ms. Swanback resigned from the Company effective on December 31, 2024. ​ ​ ​ 25 Table of Contents CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS ​ This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our operations, expected financial condition, results of operation, effective tax rate, cash flow, leverage, liquidity, business strategy, competitive position, demand for our services in international operations, acquisition opportunities and impact of acquisitions, capital allocation and dividends, growth opportunities, spending, capital expenditures and investments, competition and market forecasts, industry trends, our human capital resources, and other business matters that are based on our current expectations, assumptions, and projections with respect to the future, and are not a guarantee of performance. In this report when we use words such as “may,” “believe,” “plan,” “will,” “anticipate,” “estimate,” “expect,” “intend,” “project,” “would,” “could,” “target,” or similar expressions, or when we discuss our strategy, plans, goals, initiatives, or objectives, we are making forward-looking statements. Unless otherwise indicated or except where the context otherwise requires, the terms “TTEC,” “the Company,” “we,” “us” and “our” and other similar terms in this report refer to TTEC Holdings, Inc. and its subsidiaries. We caution you not to rely unduly on any forward-looking statements. 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. 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. 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. 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; 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 26 Table of Contents provisions in our charter documents that may discourage, delay or prevent change in control events potentially depressing the price of our common stock; and the fact that our chairman and chief executive officer has control over matters requiring shareholder action potentially impacting our stock price and making it less attractive to investors. Our forward-looking statements speak only as of the date that this report is filed with the United States Securities and Exchange Commission. We undertake no obligation to update them, except as may be required by applicable law. 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. You should, however, consult any subsequent disclosures we make in our filings with the SEC on Forms 10-Q or 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. ​ ​ 27 Table of Contents