What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 249 added, 138 removed, 617 unchanged (39% of the section changed)

6 unchanged sentences

Cash and cash equivalents

Accounts receivable, net of allowance of $ 4,770 and $ 5,244 , respectively

Accounts receivable, net of allowance of $ 5,000 and $ 5,244

Prepaids and other current assets

9 unchanged sentences

Total long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES, STOCKHOLDERS’ EQUITY

Current liabilities

19 unchanged sentences

10,000,000 shares authorized;

zero shares outstanding as of March 31, 2025 and December 31, 2024

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

Common stock;

1 unchanged sentence

150,000,000 shares authorized;

47,804,123 and 47,749,494 shares outstanding as of March 31, 2025 and December 31, 2024, respectively

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

Additional paid-in capital

Treasury stock at cost;

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

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

Accumulated other comprehensive income (loss)

8 unchanged sentences

(Amounts in thousands, except per share amounts)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Operating expenses

5 unchanged sentences

Total operating expenses

Income from operations

Income (loss) from operations

Other income (expense)

6 unchanged sentences

Net income (loss)

Net income (loss) attributable to noncontrolling interest

Net (loss) income attributable to TTEC stockholders

Net income attributable to noncontrolling interest

Net income (loss) attributable to TTEC stockholders

Other comprehensive income (loss)

7 unchanged sentences

Comprehensive income attributable to noncontrolling interest

Comprehensive (loss) income attributable to TTEC stockholders

Comprehensive income (loss) attributable to TTEC stockholders

Weighted average shares outstanding

5 unchanged sentences

(Amounts in thousands)

Three months ended March 31, 2024 and 2025

Three months ended June 30, 2024 and 2025

Stockholders’ Equity of the Company

3 unchanged sentences

Income (Loss)

Balance as of March 31, 2024

Payments distributed to noncontrolling interest

Foreign currency translation adjustments

Derivatives valuation, net of tax

Vesting of restricted stock units

Equity-based compensation expense

Other, net of tax

Balance as of June 30, 2024

Stockholders’ Equity of the Company

Comprehensive

Noncontrolling

Paid-in Capital

Income (Loss)

Balance as of March 31, 2025

Net (loss) income

Payments distributed to noncontrolling interest

Foreign currency translation adjustments

Derivatives valuation, net of tax

Vesting of restricted stock units

Equity-based compensation expense

Other, net of tax

Balance as of June 30, 2025

Six months ended June 30, 2024 and 2025

Stockholders’ Equity of the Company

Comprehensive

Noncontrolling

Paid-in Capital

Income (Loss)

Balance as of December 31, 2023

Net (loss) income

Dividends to shareholders ($ 0.06 per common share)

5 unchanged sentences

Other, net of tax

Balance as of March 31, 2024

Balance as of June 30, 2024

Stockholders’ Equity of the Company

11 unchanged sentences

Other, net of tax

Balance as of March 31, 2025

Balance as of June 30, 2025

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

3 unchanged sentences

(Amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

14 unchanged sentences

Deferred revenue and other liabilities

Net cash (used in) provided by operating activities

Net cash provided by operating activities

Cash flows from investing activities

3 unchanged sentences

Cash flows from financing activities

Net proceeds (borrowings) from line of credit

Proceeds from/(repayments of) line of credit, net

Payments on other debt

Payments of debt issuance costs

Dividends paid to shareholders

Payments to noncontrolling interest

Tax payments related to issuance of restricted stock units

Net cash used in financing activities

Payments of debt issuance costs

Net cash (used in)/provided by financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash

8 unchanged sentences

Acquisition of equipment through increase in accounts payable, net

Dividend declared but not paid

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

7 unchanged sentences

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:

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

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

The Company operates and reports its financial results of operations 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.

8 unchanged sentences

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

During the 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.

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

Basis of Presentation

21 unchanged sentences

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.

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

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

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

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Recently Adopted Accounting Pronouncements

6 unchanged sentences

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.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company is evaluating the effect on its annual consolidated financial statement disclosures;

however, adoption is not expected to impact the Company’s consolidated balance sheets or income 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).

16 unchanged sentences

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Assets Held for Sale

In the second quarter of 2024, the Company reclassified $ 29.4 million from Property, plant and equipment, net to Assets held for sale as the Company expected to sell its former headquarters building in Englewood, Colorado within the next twelve months, which consummated in the fourth quarter of 2024.

This included $ 16.7 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.

These assets were allocated 85 % to the TTEC Engage segment and 15 % to the TTEC Digital segment.

Funds received were used to reduce the Company’s existing debt.

The Company ceased depreciation on the assets upon reclassification.

The estimated fair value less costs to sell the assets held for sale exceeded their carrying value as of the quarter ended June 30, 2024 and no impairment was considered necessary.

(3) SEGMENT INFORMATION

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

19 unchanged sentences

• Back-office Support

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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.

For example, in the Banking, Financial Services and Insurance 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.

2 unchanged sentences

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

Three Months Ended June 30, 2025

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

7 unchanged sentences

Income before income taxes

Three Months Ended June 30, 2024

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

Selling, general and administrative

Depreciation and amortization

Other segment items (2)

Income from operations

Interest income

Interest expense

Other income (expense), net

Income before income taxes

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

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

7 unchanged sentences

Income before income taxes

Six Months Ended June 30, 2024

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

Selling, general and administrative

Depreciation and amortization

Other segment items (2)

Income from operations

Interest income

Interest expense

Other income (expense), net

Income before income taxes

(1) Cost of services primarily includes employee related and technology costs.

1 unchanged sentence

Three Months Ended

Six Months Ended

Capital Expenditures

March 31, 2025

June 30, 2025

December 31, 2024

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

United States / Canada

2 unchanged sentences

Latin America

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(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;

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

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

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

3 unchanged sentences

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

Based on currently available information, management does not believe significant credit risk existed as of March 31, 2025 beyond what was already recognized.

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

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Balance, beginning of period

11 unchanged sentences

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

Goodwill consisted of the following (in thousands):

Acquisitions /

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

Goodwill consisted of the following (in thousands):

Acquisitions /

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

16 unchanged sentences

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

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.

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

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

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

(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.

TTEC’s Financial Risk Management Committee 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.

5 unchanged sentences

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.

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

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

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

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

June 30, 2025

Not Designated

23 unchanged sentences

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

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

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

All hedging instruments are forward contracts.

As of March 31, 2025

As of June 30, 2025

Philippine Peso

4 unchanged sentences

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

dollars on March 31, 2025 and December 31, 2024.

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

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

The amounts and location of gains and losses on Cash Flow Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended March 31,

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

Three Months Ended

Six Months Ended

Foreign Exchange Cash Flow Hedges, effective:

8 unchanged sentences

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

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

As of March 31, 2025 (2)

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

As of June 30, 2025 (2)

Australian Dollar

2 unchanged sentences

New Zealand Dollar

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

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

TTEC HOLDINGS, INC.

7 unchanged sentences

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

The amounts and location of before tax gains and losses on Fair Value Hedges within the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, respectively, were as follows (in thousands):

Three Months Ended March 31,

Foreign Exchange Fair Value Derivatives, not designated as Hedging Instruments:

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

Three Months Ended June 30,

Not Designated as Hedging Instruments

Derivative contract type:

Foreign Exchange

Derivative classification:

Amount and location of net gain or (loss) recognized in the Consolidated Statement of Comprehensive Income (Loss):

Other income (expense), net

Six Months Ended June 30,

Not Designated as Hedging Instruments

Derivative contract type:

Foreign Exchange

Derivative classification:

Amount and location of net gain or (loss) recognized in the Consolidated Statement of Comprehensive Income (Loss):

Other income (expense), net

The related cash flow impacts of all the derivative activities are reflected as cash flows from operating activities.

5 unchanged sentences

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

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.

TTEC HOLDINGS, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

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

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

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

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

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).

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.

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

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

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.

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

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

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

As of June 30, 2025

Fair Value Measurements Using

6 unchanged sentences

Total net derivative asset (liability)

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

As of December 31, 2024

7 unchanged sentences

Total net derivative asset (liability)

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

As of June 30, 2025

Fair Value Measurements Using

7 unchanged sentences

Derivative instruments, net

Contingent consideration

Total liabilities

9 unchanged sentences

Derivative instruments, net

Contingent consideration

Total liabilities

1 unchanged sentence

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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.

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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.

10 unchanged sentences

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.

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

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

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

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

(9) INCOME TAXES

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

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

1 unchanged sentence

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

The Company’s effective tax rate for the three months ended March 31, 2025 was 74.2 %.

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

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company’s U.S.

7 unchanged sentences

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.

No new valuation allowances have been recorded in 2025.

The Company has been granted “Tax Holidays” as an incentive to attract foreign investment by the governments of the Philippines and Honduras.

2 unchanged sentences

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

The aggregate benefit to income tax expense for the three months ended 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.

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

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(10) COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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”).

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

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

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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.

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

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

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

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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.

TTEC HOLDINGS, INC.

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Notes to Consolidated Financial Statements

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

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

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

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.

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

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

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

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(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.

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

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

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

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 .

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

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

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Net current period other comprehensive income (loss)

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

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

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

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Net current period other comprehensive income (loss)

Accumulated other comprehensive income (loss) at March 31, 2025

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

For the Three Months Ended

For the Three Months Ended June 30,

Comprehensive Income

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Notes to Consolidated Financial Statements

For the Six Months Ended June 30,

Comprehensive Income

(Loss) Classification

Derivative valuation

Gain on foreign currency forward exchange contracts

Provision for income taxes

Net income (loss)

Actuarial loss on defined benefit plan

Cost of services

Gain on liquidation

Other income (expense), net

Provision for income taxes

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):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Shares used in basic earnings per share calculation

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Shares used in dilutive earnings per share calculation

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.

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

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

(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,

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

Three Months Ended June 30,

Equity-based compensation expense recognized in Cost of services

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Total equity-based compensation expense

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.

TTEC HOLDINGS, INC.

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Notes to Consolidated Financial Statements

Six Months Ended June 30,

Equity-based compensation expense recognized in Cost of services

Equity-based compensation expense recognized in Selling, general and administrative

Total equity-based compensation expense

Restricted Stock Unit Grants

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

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

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

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

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:

During 2022, the Company granted awards of two different performance-based RSU (“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 ordinary course annual PRSUs, if defined minimum targets were met, the annual value of the PRSUs issued would have been between $ 0.9 million and $ 3.5 million and the PRSUs would have vested in March 2025.

If the defined minimum targets were not met, then no shares would be issued.

The number of shares awarded would have been 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.

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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.

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

During 2023, 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 $ 8.9 million that will vest in 2026.

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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.

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

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 defined minimum targets are met, the Company will issue PRSUs with an annual value between zero and $ 4.0 million that will vest in 2027.

If the defined minimum targets are not met, then no PRSUs will be issued.

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(15) NON-QUALIFIED DEFERRED COMPENSATION PLAN

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

TTEC HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(16) RELATED PARTY TRANSACTIONS

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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.

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.

Swanback resigned from the Company effective on December 31, 2024.

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

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

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

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

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

(17) SUBSEQUENT EVENTS

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

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

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

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

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

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

Tuchman and certain entities affiliated with Mr.

Tuchman on August 1, 2025.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

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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;

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

risks specific to operations outside of the U.S.

and in jurisdictions where we have limited experience, and risks related to the ownership of our common stock, including risks related to the 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

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.

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

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

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

We undertake no obligation to update them, except as may be required by applicable law.

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

What changed 10-Q

Item 1. Financial Statements