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What changed in TTEC Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TTEC Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+362 added−365 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in TTEC Holdings, Inc.'s 2025 10-K

362 paragraphs added · 365 removed · 261 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

43 edited+13 added−11 removed27 unchanged
Biggest changeWe believe our key strengths include the following areas: • AI-Driven Technology Infrastructure : Our state-of-the-art technology infrastructure and global data center network unite to form a powerful foundation for AI-driven solutions. • Deep Industry Expertise : Our competitive advantage is further enhanced by our deep industry expertise, which allows us to tailor solutions that are not only technologically advanced but also intricately aligned with the specific nuances and regulatory requirements of the industries we serve. • Strategic Technology Partnerships: Our robust partner ecosystem includes key players in digital channels, enhancing our ability to deliver efficient, high-impact personalized customer experiences. • Globally Deployed Operating Best Practices: We can deliver a consistent, scalable, high-quality experience to our clients' customers from any of our 58 global customer delivery centers and geographically disbursed work from home associate base. • Innovative Talent Development and Impact Sourcing: Our talent development strategy seamlessly merges cutting-edge innovation with a commitment to social responsibility.
Biggest changeWe leverage AI across the entire associate lifecycle including recruiting, onboarding, training and performance management. • Deep Industry Expertise : Our competitive advantage is further enhanced by our deep industry expertise, which allows us to tailor solutions that are not only technologically advanced but also intricately aligned with the specific nuances and regulatory requirements of the industries we serve. • Strategic Technology Partnerships: Our robust partner ecosystem includes key players in digital channels, enhancing our ability to deliver efficient, high-impact personalized customer experiences.
TTEC maintains a cybersecurity and data privacy program designed to protect our clients’, their customers’, and our employees’ confidential personal and sensitive information. We have invested in our cybersecurity capabilities to identify, detect, respond to and recover from cyber threats and attacks. These investments help us reduce our vulnerabilities to cyber incidents and minimize their impacts on our operations.
TTEC maintains a cybersecurity and data privacy program designed to protect our clients’, their customers’, and our employees’ confidential personal and other sensitive information. We have invested in our cybersecurity capabilities to identify, detect, respond to and recover from cyber threats and attacks. These investments help us reduce our vulnerabilities to cyber incidents and minimize their impacts on our operations.
For TTEC Digital, our main competitors include global systems integration firms, niche and large-scale technology consulting service providers, and technology companies whose solutions we integrate, deploy and maintain for clients, including Deloitte, Accenture, Infosys, Cognizant, Hitachi Data Systems, Slalom, Globant, and ConvergeOne, among others.
For TTEC Digital, our main competitors include global systems integration firms, niche and large-scale technology consulting service providers, and technology companies whose solutions we integrate, deploy and maintain for clients, including Deloitte, Accenture, Infosys, Cognizant, Hitachi Data Systems, Slalom, Globant, TechMahindra, and ConvergeOne, among others.
Our competitors vary by geography and business segment, and range from large multinational corporations to smaller, narrowly focused enterprises. Across our lines of business, principal competitive factors include: client relationships, technology and process innovation, quality and stability of the integrated solutions, digital and virtual delivery capabilities, operational performance and efficiencies, pricing, brand recognition, and financial strength.
Our competitors vary by geography, business segment and vertical focus, and range from large multinational corporations to smaller, narrowly focused enterprises. Across our lines of business, principal competitive factors include: client relationships, technology and process innovation, quality and stability of the integrated solutions, digital and virtual delivery capabilities, operational performance and efficiencies, pricing, brand recognition, and financial strength.
TTEC pursues its CX market leadership through its TTEC Digital and TTEC Engage business segments and, based upon client needs, through strategic collaboration between the segments. 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.
TTEC pursues its CX market leadership through its TTEC Digital and TTEC Engage business segments and, based upon client needs, through strategic collaboration between the segments. TTEC’s ability to deliver comprehensive and transformational customer experience solutions to its clients is a marketplace differentiation, including integrated AI-enabled CX technology and service solutions, go-to-market strategies, and innovative offerings.
As part of the licensing requirements, we may also be subject to extensive and expensive cybersecurity regulations or subject to heightened disclosure requirements that impact our companies or our executives. See, “Risk Factors -- Our financial results may be impacted by changes in laws and regulations that impact our business and by our failure to comply with such requirements ”.
As part of the licensing requirements, we may also be subject to extensive and expensive cybersecurity regulations or subject to heightened disclosure requirements that impact our companies or our executives. See, “Risk Factors -- Our financial results may be affected by changes in laws and regulations that impact our business and by our failure to comply with such requirements ”.
ITEM 1. BUSINES S Our Business Founded in 1982, TTEC Holdings, Inc. (“TTEC”, “the Company”, “we”, “our”, or “us”; pronounced “T-TEC”) is a global customer experience (“CX”) outsourcing partner for marquee and high-growth brands and public sector clients.
ITEM 1. BUSINES S Our Business Founded in 1982, TTEC Holdings, Inc. (“TTEC”, “the Company”, “we”, “our”, or “us”; pronounced “T-TEC”) is a global customer experience (“CX”) technology and services outsourcing partner for marquee and high-growth brands and public sector clients.
TTEC 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.
TTEC 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 AI and Analytics.
We prioritize initiatives that enhance the overall employee experience, including: • Health and Wellness Programs: Comprehensive benefit packages that support employee well-being, including physical and mental health. • Employee Recognition Programs: Formal and informal programs that recognize and reward employee contributions and achievements. • Humanity First: Provide a welcoming workplace where all feel respected and valued, can be themselves, connect authentically with others, and work together to delight our customers. • Work-Life Balance : Flexible work arrangements and programs that support employees in balancing their professional and personal lives.
We prioritize initiatives that enhance the overall employee experience, including: • Health and Wellness Programs: Comprehensive benefit packages and wellness programs designed to support physical, mental and financial well-being. • Employee Recognition Programs: Formal and informal programs that recognize and reward employee contributions and achievements. • Humanity First: Provide a welcoming and inclusive workplace where all feel respected and valued, can be themselves, connect authentically with others, and work together to delight our customers. • Work-Life Balance : Flexible scheduling and work arrangements and programs that support employees in balancing their professional and personal lives.
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 Digital’s solutions are built to respond to market needs for both enterprise and small and medium-sized business clients.
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. 2 Table of Contents TTEC Digital’s solutions are built to respond to market needs for both enterprise and small and medium-sized business clients.
During 2024, 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 contributions from approximately 52,000 customer care associates, consultants, technologists, and CX professionals.
During 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 contributions from approximately 51,000 customer care associates, consultants, technologists, and CX professionals.
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.
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 digital first, AI-enabled CX operational and managed services to support large, complex enterprise clients’ end-to-end customer interactions at scale across the world.
TTEC works diligently with specialists to stay current on the rapidly changing regulatory environment, but the distributed nature of remote service delivery continues to represent heightened risks of security threats and compliance challenges and there can be no assurance that these risks can be fully contained.
TTEC works diligently with specialists to stay current on the rapidly changing 5 Table of Contents regulatory environment, but the distributed nature of remote service delivery continues to represent heightened risks of security threats and compliance challenges and there can be no assurance that these risks can be fully contained.
TTEC Engage and the CX BPO 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 3 Table of Contents TTEC Engage goes to market through a vertical approach with customized solutions that include industry specific talent, technology, certifications, and capabilities.
TTEC Engage and the CX BPO 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.
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.
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 digital first delivery model covers the entire solution lifecycle including associate recruitment, onboarding, training, delivery, workforce management and quality assurance.
Our public sector work is secured and delivered in compliance with various jurisdiction-specific government procurement regulations, like the Federal Acquisition Regulations (known as “FAR”) and government agency specific supplemental regulations that we comply with when we bid and deliver work for the U.S. federal government.
Our public sector work is secured and delivered in compliance with various jurisdiction-specific government procurement regulations, like the Federal Acquisition Regulations (known as “FAR”) and government agency specific procurement and compliance regulations that we comply with when we bid and deliver work for the state, local and U.S. federal government agencies.
Expenditures under these supplier contracts represent less than 1% of our total operating costs. 4 Table of Contents Competition We are a leading global customer experience outsourcing partner for many of the world’s marquee and high-growth brands, Fortune 1000 companies, and public sector clients.
Expenditures under these supplier contracts represent less than 1% of our total operating costs. Competition We are a leading global customer experience technology and services outsourcing partner for many of the world’s marquee and high-growth brands, Fortune 1000 companies, and public sector clients.
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.
The Company designs, builds, and operates Artificial Intelligence (“AI”) 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.
Certain of our systems, that support clients with special regulatory requirements, also require compliance with Health Information Trust Alliance (“HITRUST”) requirements and Health Insurance Portability and Accountability Act (“HIPAA”) regulations for clients in the healthcare industry; the Payment Card Industry Data Security Standard (“PCI-DSS”) for financial services clients and other clients where we have access to their customers’ payment card information; Federal Information Security Management Act GSA (“FISMA”) and Federal Risk and Authorization Management Program (“FedRamp”) requirements for U.S. federal government clients; and other similar requirements.
Certain of our systems, that support clients with special regulatory requirements, also require compliance with Health Information Trust Alliance (“HITRUST”) requirements and Health Insurance Portability and Accountability Act (“HIPAA”) regulations for clients in the healthcare industry; the Payment Card Industry Data Security Standard (“PCI-DSS”) for financial services clients and other clients where we have access to their customers’ payment card information; Federal Information Security Management Act (“FISMA”), the Department of Defense’s Cybersecurity Maturity Model Certification (“CMMC”) and Federal Risk and Authorization Management Program (“FedRamp”) requirements for U.S. federal government clients; and other similar requirements.
In our TTEC Engage segment, most of our contracts can be terminated for convenience by either party, but our relationships with our top five clients have ranged from 5 to 25 years including multiple programs and contract renewals for most of these clients. In 2024, we had a 82% revenue retention rate for TTEC Engage, versus 95% in 2023.
In our TTEC Engage segment, most of our contracts can be terminated for convenience by either party, but our relationships with our top five clients have ranged from 6 to 26 years including multiple programs and contract renewals for most of these clients. In 2025, we had a 95% revenue retention rate for TTEC Engage, versus 82% in 2024.
For TTEC Engage, we primarily compete with in-house customer management captive business units and other companies that provide customer experience services, including Teleperformance, Foundever, Telus International, Concentrix, TaskUs, Intouch CX, Conduent, Genpact, Alorica, Ibex and EXL, among others. Regulations Relevant to Our Business TTEC is subject to various domestic and international laws and regulations, permitting and licensing regimes (collectively, “Regulations”).
For TTEC Engage, we primarily compete with in-house customer management captive business units and other companies that provide customer experience services, including TP, Foundever, Telus Digital, Concentrix, TaskUs, Intouch CX, Conduent, Genpact, Alorica, Ibex and EXL, among others. 4 Table of Contents Regulations Relevant to Our Business TTEC is subject to various domestic and international laws and regulations, permitting and licensing regimes (collectively, “Regulations”).
As of December 31, 2024, TTEC served over 715 clients across targeted industry verticals including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.
As of December 31, 2025, TTEC served over 720 clients across targeted industry verticals including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.
Our strategic imperatives include: • Deepening Client Relationships with new work types and expansion into new client lines of business • Targeting Industry Leaders as Clients • Enhancing Global Sales and Marketing Synergies • Geographic Market Expansion • Strategic Acquisitions • Investment in Tech-Driven Innovation • Diversifying and Leveraging our Technology Partner Ecosystem • Delivering with Purpose through Impact Sourcing By integrating these strategic pillars, we are setting a course to not only lead in the CX sector but also to drive responsible and inclusive growth that benefits all stakeholders.
Our strategic imperatives include: • Deepening Client Relationships with new work types and expansion into new client lines of business • Targeting Industry Leaders as Clients • Enhancing Global Sales and Marketing Synergies • Expanding in Key Geographic Markets • Targeting Key Strategic Acquisitions • Investing in Tech-Driven Innovation • Diversifying and Leveraging our Technology Partner Ecosystem By integrating these strategic pillars, we are setting a course to not only lead in the CX sector but also to drive responsible and inclusive growth that benefits all stakeholders.
In 2024, our top five and 10 clients represented 32% and 49% of total revenue, respectively. In several of our offerings across TTEC Digital and TTEC Engage, we enter into long-term relationships that provide us with a more predictable recurring revenue stream.
In 2025, our top five and 10 clients represented 31% and 47% of total revenue, respectively. In several of our offerings across TTEC Digital and TTEC Engage, we enter into long-term relationships that provide us with a more predictable recurring revenue stream.
By investing in their growth, development, and well-being, we cultivate a high-performing and engaged workforce that drives exceptional customer experiences and creates long-term value for our stakeholders. ​
TTEC's commitment to our employees is fundamental to our success. By investing in their growth, development, and well-being, we cultivate a high-performing and engaged workforce that drives exceptional customer experiences and creates long-term value for our stakeholders. ​
Our workforce is geographically diverse: • Asia-Pacific: 45% • North America: 37% (36% in the United States) • Central and South America: 9% • Europe, Middle East, and Africa (EMEA): 9% Approximately 53% of our employees worked remotely, while 47% worked onsite. Employee Experience and Engagement TTEC is dedicated to creating a workplace where employees feel valued, engaged, and empowered.
Our workforce is geographically diverse: • Asia: 48% • North America: 33% (32% in the United States) • Central and South America: 9% • Europe, Middle East, and Africa (EMEA): 10% Approximately 50% of our employees worked remotely, while 50% worked onsite. Employee Experience and Engagement TTEC is dedicated to creating a workplace where employees feel valued, engaged, and empowered.
We maintain appropriate safety programs and protocols, including: • Compliance with Regulations: Adherence to applicable occupational health and safety regulations and standards. • Safety Training: Regular training programs to ensure employees are knowledgeable about safety procedures and protocols that apply to their jobs. • Hazard Identification and Mitigation: Proactive identification and mitigation of workplace hazards to prevent accidents and injuries. • Emergency Preparedness: Robust emergency preparedness plans and procedures to ensure employee safety in the event of an emergency. • Ergonomics and Workplace Design: Promoting ergonomic principles and best practices in workplace design to minimize the risk of injuries. 7 Table of Contents Talent Development Programs TTEC invests in a range of programs to support employee growth and development, aligning with the evolving needs of the business and our clients.
We maintain safety programs and protocols appropriate for our business, including: • Compliance with Regulations: Adherence to applicable occupational health and safety regulations and standards. • Safety Training: Regular training programs to ensure employees are knowledgeable about safety procedures and protocols that apply to their jobs. • Hazard Identification and Mitigation: Proactive identification and mitigation of workplace hazards to prevent accidents and injuries. • Emergency Preparedness: Robust emergency preparedness plans and procedures to ensure employee safety in the event of an emergency. • Ergonomics and Workplace Design: Promoting ergonomic principles and best practices in workplace design to minimize the risk of injuries.
Our global operations are subject to various domestic and foreign anti-corruption mandates, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws in other jurisdictions where we do business.
See "Risk Factors — Our public sector business represents unique risks that can negatively impact our results of operations ”. Our global operations are subject to various domestic and foreign anti-corruption mandates, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws in other jurisdictions where we do business.
They also support compliance with our contractual obligations and the laws and regulations governing our activities. We engage independent auditors to conduct assessments over transactional processes and data security (SOC1 and SOC2, respectively) for technology solutions we use in our banking, financial services, and insurance (“BFSI”) and healthcare verticals.
They also support compliance with our contractual obligations and the laws and regulations governing our activities. We engage independent auditors to conduct assessments over transactional processes and data security (SOC2) for technology solutions we use in our BFSI and healthcare verticals. We also engage third parties to conduct vulnerability assessment and penetration testing of our technology environments.
Research and innovation have been a major factor in our success and we believe that they will continue to contribute to our growth in the future.
Research and innovation have been a major factor in our success and we believe that they will continue to contribute to our growth in the future. We use our investment in research and development to create, commercialize, and deploy innovative business strategies and high-value technology solutions.
The reduction is primarily attributable to one of our larger, long-term financial services clients that exited one of the lines of business that TTEC historically supported. Certain of our communications clients provide us with telecommunication services through arm’s length negotiated transactions. These clients currently represent approximately 6% of our total annual revenue.
The increase is primarily attributable to stabilization of the decline of one of our large financial services clients that impacted 2024. Certain of our communications clients provide us with telecommunication services through arm’s length negotiated transactions. These clients currently represent approximately 8% of our total annual revenue.
Our revenue for fiscal 2024 was $2,208 billion, of which approximately $459 million, or 21%, was generated from our TTEC Digital segment and $1,749 billion, or 79%, was generated from our TTEC Engage segment.
Our revenue for fiscal 2025 was $2,137 million, of which approximately $469 million, or 22%, was generated from our TTEC Digital segment and $1,668 million, or 78%, was generated from our TTEC Engage segment.
We are committed to fostering a positive and rewarding work environment that attracts, develops, and retains the highest quality talent. This commitment is integral to our business strategy and our ability to deliver exceptional customer experiences.
Our People TTEC recognizes that our employees are our most valuable asset. We are committed to fostering a positive and rewarding work environment that attracts, develops, and retains the highest quality talent.
See "Risk Factors — Uncertainty and inconsistency in privacy and data protection laws relevant to our business, the high cost of compliance with such laws, and the failure to comply with related contractual obligations may impact our ability to deliver services profitably.” 5 Table of Contents Work From Home Regulations: Regulations specific to work from home, which vary among jurisdictions and range from requirements to reimburse costs associated with remote work, to special health and safety mandates, and special government reporting requirements apply to part of our workforce.
See "Risk Factors — Uncertainty and inconsistency in privacy and data protection laws relevant to our business, the high cost of compliance with such laws, and the failure to comply with related contractual obligations may impact our ability to deliver services profitably”.
We leverage U.S. and foreign patent, trade secret, copyright, and trademark laws as well as confidentiality, proprietary information, non-disclosure agreements, and key staff non-competition agreements to protect our proprietary technology. As of December 31, 2024, TTEC held 100 U.S. and non-U.S. patents in 9 jurisdictions that we leverage in our operations and as marketplace differentiation for our service offerings.
We deliver value to our clients through, and our success in part depends on, certain proprietary technologies and methodologies. We leverage U.S. and foreign patent, trade secret, copyright, and trademark laws as well as confidentiality, proprietary information, non-disclosure agreements, and key staff non-competition agreements to protect our proprietary technology.
Our trade name, logos, and names of our proprietary solution offerings are protected by their historic use and, in addition, by trademarks and service marks registered in 33 jurisdictions. Our People TTEC recognizes that our employees are our most valuable asset.
As of December 31, 2025, TTEC held 99 U.S. and non-U.S. patents in 8 jurisdictions that we leverage in our operations and as marketplace differentiation for our service offerings. Our trade name, logos, and names of our proprietary solution offerings are protected by their historic use and, in addition, by trademarks and service marks registered in 32 jurisdictions.
See "Risk Factors — Services delivered by employees working remotely represent a large portion of our delivery for some of our clients and this operating model subjects us to certain risks that we cannot always mitigate”. Other Regulations: TTEC is a labor-intensive business that is subject to complex labor and employment laws established by the U.S.
See "Risk Factors — Our remote service delivery model exposes us to identity verification, compliance, cybersecurity, and operational risks that could harm our business”. Other Regulations: TTEC is a labor-intensive business that is subject to complex labor and employment laws established by the U.S.
Evolving Customer Expectations and Delivery Models: In today's customer experience landscape, evolving customer expectations present a distinct market opportunity for brands that can adeptly navigate and capitalize on evolving customer demands. 2 Table of Contents Our Growth Strategy As a leader and innovator in the global customer experience technology services and business process outsourcing (BPO) markets, our strategy is directed towards sustainable long-term growth in revenue and profitability.
Evolving Customer Expectations and Delivery Models: In today's customer experience landscape, evolving customer expectations present a distinct market opportunity for brands that can adeptly navigate and capitalize on evolving customer demands.
Enterprise-Level Vendor Consolidation: Multinational corporations are increasingly favoring a consolidation of strategic technology vendors within the CX domain.
Systems and workflows are not prepared to take advantage of AI benefits. Industry Consolidation Driven by a Highly Fragmented Market: The CX market is highly fragmented with no single provider dominating the market. Enterprise-Level Vendor Consolidation: Multinational corporations are increasingly favoring a consolidation of strategic technology vendors within the CX domain.
Our approach is to leverage our 42 years of operational excellence in customer engagement with technology-infused platforms and managed services.
Our Growth Strategy As a leader and innovator in the global customer experience technology services and business process outsourcing (BPO) markets, our strategy is directed towards sustainable long-term growth in revenue and profitability. Our approach is to leverage our 43 years of operational excellence in customer engagement with AI-enabled technology-infused platforms and managed services.
Workforce Composition As of December 31, 2024, TTEC had approximately 52,000 employees globally, with approximately 1,700 serving TTEC Digital clients and 50,300 serving TTEC Engage clients.
This commitment is integral to our business strategy and our ability to deliver exceptional customer experiences. 6 Table of Contents Workforce Composition As of December 31, 2025, TTEC had approximately 51,000 employees globally, with approximately 1,500 serving TTEC Digital clients and 48,500 serving TTEC Engage clients and the remainder supporting the entire business.
We also invest to broaden our CX product and service capabilities and partnerships, increase our global client base and industry expertise, expand our geographic footprint to the needs of our global clientele, and further scale our solutions within and between our TTEC Digital and TTEC Engage segments. 1 Table of Contents Recent Developments As previously disclosed in the Company’s press release on September 30, 2024, the Company’s Board of Directors has established a special committee consisting of independent directors (the “Special Committee”) to evaluate the unsolicited, preliminary, non-binding proposal from TTEC founder, Chairman and Chief Executive Officer, Kenneth Tuchman, to take the Company private at a proposed purchase price of $6.85 per share to the Company’s other shareholders.
We also invest to broaden our CX product and service capabilities and partnerships, increase our global client base and industry expertise, expand our geographic footprint to the needs of our global clientele, and further scale our solutions within and between our TTEC Digital and TTEC Engage segments. 1 Table of Contents Our Industry – Key Emerging Themes The CX landscape is undergoing a dynamic transformation, driven by technological advancements and evolving customer experience expectations.
This commitment is reflected in our internal hiring and promotion rates: • 72% of open positions in 2024 were filled internally. • 82% of TTEC leaders have been promoted from within. Performance Management and Compensation TTEC's performance management system emphasizes clear goal setting, continuous feedback, and quarterly reviews to foster individual and company success.
Performance Management and Compensation TTEC's performance management system emphasizes clear goal setting, continuous feedback, and regular check-ins to foster individual and company success.
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Mr. Tuchman beneficially owns approximately 58% of the Company’s common stock. As set forth in Amendment No. 3 to Schedule 13D filed with the SEC by Mr. Tuchman and certain entities affiliated with Mr.
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We believe our key strengths include the following areas: • Outcome-based approach to solutions: Given the full suite of TTEC’s technology and operational capabilities, the Company creates solutions for clients based on specific outcomes – cost containment, improved customer experience, revenue growth, or otherwise.
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Tuchman on September 30, 2024, the proposal is conditioned on, among other things, the receipt of financing for the transaction, the negotiation and execution of a definitive agreement, approval and recommendation of the proposal by the Special Committee, and approval by holders of a majority of the shares of the Company’s common stock not owned by Mr.
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Competitors may say that they have an end-to-end set of capabilities, but TTEC is the only one with deep partnerships with all of the hyperscalers, and best-in-class point solutions allowing the Company to make a measurable impact when we have the opportunity to control all of the levers – human and digital. • AI-Driven Technology Infrastructure : Our state-of-the-art technology infrastructure and global data center network unite to form a powerful foundation for AI-driven solutions.
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Tuchman, his affiliates, and the Company’s executive management. The Special Committee with its own advisors is evaluating the proposal and will determine the appropriate course of action and process. Our Industry – Key Emerging Themes The CX landscape is undergoing a dynamic transformation, driven by technological advancements and evolving customer experience expectations.
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Since we are technology agnostic, we can offer solutions that are based on the client’s specific needs. 3 Table of Contents • Globally Deployed Operating Best Practices: We can deliver a consistent, scalable, high-quality experience to our clients' customers from any of our 54 global customer delivery centers and geographically disbursed work from home associate base. • Innovative Talent Development and Impact Sourcing: Our talent development strategy seamlessly merges cutting-edge innovation with a commitment to social responsibility.
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Cloud Migration and Security Are Board-Level Imperatives: In the arena of customer experience, the migration to cloud-based platforms is a fulcrum for transformation, offering unprecedented scalability, flexibility, quality assurance, and cost efficiency. Industry Consolidation Driven by a Highly Fragmented Market: The CX market is highly fragmented with no single provider dominating the market.
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AI Oversight Regulation : TTEC is subject to regulations on AI use in several jurisdictions in the United States, including Colorado, California, Florida, Illinois, and Oregon, among others as well as in the EU AI Act in the European Union; and more regulations are becoming effective every day in jurisdictions where we do business.
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Impact Sourcing Boosts Communities and Fuels CX Diversity: The practice of Impact Sourcing, hiring and training talent in underserved communities, is swiftly gaining traction in the domain of customer experience, particularly among discerning Fortune 1000 companies.
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To maintain compliance, we continuously monitor AI related regulatory developments in relevant jurisdictions.
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We also engage third parties to conduct vulnerability assessment and penetration testing of our technology environments.
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We also established governance protocols and an internal governance oversight body – the Responsible AI Council – that reviews AI tools proposed for use in our client offerings and in how we run our business and provides review and assurance on AI issues specific to data privacy and data ownership, security vulnerabilities, inadvertent bias and discrimination, errors, and other unintended consequences that may arise when AI is used.
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We use our investment in research and development to create, commercialize, and deploy innovative business strategies and high-value technology solutions. 6 Table of Contents We deliver value to our clients through, and our success in part depends on, certain proprietary technologies and methodologies.
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Our AI processes and controls are evolving with the evolution of technology and relevant regulations and are subject to continuous improvement.
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In 2024, TTEC employees completed over 190,000 hours of professional development.
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See, “Risk Factors — Use of AI technology in our client offerings could result in liability and harm to our reputation and may adversely impact our results of operations; and Use of AI in operations introduces risks that could materially affect our business and reputation”.
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Key initiatives include: • Sales Learning Center of Excellence: Provides specialized training and resources for our sales teams. • AI Unplugged: A global community and knowledge hub focused on artificial intelligence, offerings, thought leadership, a Genius Lab for solution development, and the "Learn AI" series to enhance employee skills. • Digital Transformation and AI Certifications: TTEC offers specialized certifications in AI CX Transformation and AI-Savvy leadership.
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Work From Home Regulations: Regulations specific to work from home, which vary among jurisdictions and range from requirements to reimburse costs associated with remote work, to special health and safety mandates, and special government reporting requirements apply to part of our workforce.
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These programs achieved a 95% participation rate for their target audience in 2024. Internal Mobility and Leadership Development TTEC encourages internal mobility through its iAspire™ platform, which enables employees to explore career opportunities within the company.
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Talent Development Programs All TTEC employees received training in 2025, 13.7 million training hours were delivered, representing an average of nearly 100 hours per employee. This reflects TTEC’s significant investment across initial product training, line of business conversion and upskilling, compliance, professional development, and skills-focused learning opportunities.
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Our compensation philosophy is "pay-for-performance," directly linking rewards to employee contributions and long-term stockholder value. In 2024, TTEC launched TTEC Perform. This AI-powered platform provides employees with data-driven insights and personalized coaching to enhance their performance and development. TTEC's commitment to our employees is fundamental to our success.
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TTEC Talent, TTEC’s enterprise learning platform, services as the primary system for delivering and tracking compliance training, professional development, and skills-based, role-aligned learning programs across the organization. 7 Table of Contents Engagement and Retention • Overall employee attrition declined from 64% in 2024 to 57% in 2025, reflecting improved workforce stability. • While multiple factors influence retention, the Company believes that access to development opportunities and clear career pathways contributes to employee engagement and continuity.
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Internal Mobility and Leadership Pipeline • Internal advancement remains a core component of TTEC’s talent strategy. • 72% of open roles in 2025 were filled internally. • 77% of leaders advanced into their roles from within the organization.
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Our compensation philosophy is grounded in the following principles: • Pay for Performance: Rewards tied directly to measurable performance outcomes and long-term value creation. • Market Competitiveness: Compensation programs benchmarked regularly to maintain competitive positioning across global markets. • Equity & Fairness: Commitment to internal equity, consistent pay practices, and ongoing monitoring of pay outcomes. • Balanced Rewards Mix: Appropriate blend of base pay, short-term incentives, long-term incentives where applicable, and recognition programs.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeEven if we are successful in identifying and executing these transactions, they may subject our business to risks that could impact our results of operation, including: • Inability to integrate acquired companies effectively and realize anticipated acquisition benefits; • Diversion of management’s attention to the integration of the acquired businesses at the expense of delivering results for the legacy business; • Inability to appropriately scale critical resources to support the business of the expanded enterprise; • Inability to retain key employees of the acquired businesses and/or inability of such key employees to be effective as part of our operations; • Impact of liabilities, compliance failures, or ethical issues of the acquired businesses that were not discovered or were underestimated as part of the acquisition due diligence; • Failure to realize anticipated growth opportunities from a combined business, because existing and potential clients may be unwilling to consolidate with a single service provider or to stay with the acquirer post-acquisition; • Impacts of cash on hand and debt incurred to finance acquisitions, thus reducing liquidity for other significant strategic objectives; • Inadequate or ineffective internal controls, disclosure controls, corruption prevention policies, human resources and other key policies and practices of the acquired companies; and • Reduced revenue and income and resultant stock price impact due to divestiture transactions.
Biggest changeEven if we are successful in executing such transactions, they may subject our business to risks that could adversely affect our results of operations, including: ● Inability to effectively integrate acquired businesses, realize anticipated benefits, or retain key employees; ● Diversion of management attention from existing operations during integration efforts; ● Failure to appropriately scale critical resources to support an expanded enterprise; ● Discovery of undisclosed or underestimated liabilities, compliance failures, or ethical issues following acquisitions; ● Loss of existing or potential clients who are unwilling to consolidate with a single service provider or remain with the acquirer post-acquisition; ● Reduced liquidity due to cash expenditures and debt incurred to finance transactions, limiting our ability to pursue other strategic objectives; ● Inadequate internal controls, disclosure controls, or compliance policies at acquired companies; and ● Reduced revenue and income, and resultant stock price impact, from divestiture transactions.
The current outsourcing trend may not continue and the prices that clients are willing to pay for the services may diminish, adversely affecting our business Our growth depends, in large part, on the willingness of clients to outsource customer care and management services.
The current outsourcing trend may not continue, and the prices that clients are willing to pay for the services may diminish, adversely affecting our business Our business and the growth in our business depends, in large part, on the willingness of clients to outsource customer care and management services.
In addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our Company, as it imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.
In addition, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of our Company, as it imposes certain restrictions on mergers, business combinations, and other transactions between holders of 15% or more of our common stock and us.
Conducting business outside of the United States and in many global locations at the same time is subject to a variety of risks, including: • inconsistent regulations, licensing requirements, prescriptive labor rules, corrupt business practices, restrictive export control and immigration laws, which may result in inadvertent violation of laws that we may not be able to immediately detect or correct; and which may increase our cost of operations as we endeavor to comply with laws that differ from one country to another; • uncertainty of tax regulations in countries where we do business may affect our costs of operation; 22 Table of Contents • longer payment cycles could impact our cash flows and results of operations; • political and economic instability, and unexpected changes in regulatory regimes could adversely affect our ability to deliver services and our ability to repatriate cash; • unanticipated changes in global alliances due to evolving international trade agendas of elected leaders in the U.S. and elsewhere, among other factors, may impact our operations and financial results if we are unable to operate in locations where we deliver services under existing contracts; • currency exchange rate fluctuations and restrictions on currency movement or negative tax consequences triggered by such movement could adversely affect our results of operations, if we are forced to maintain assets in currencies other than U.S. dollars, while our financial results are reported in U.S. dollars; and if we are forced to maintain assets in currencies other than those that we use for payment of our operating expenses; • infrastructure challenges and lack of sophisticated disaster and pandemic preparedness in some countries where we do business may impact our service delivery; and • armed conflicts, terrorist attacks or civil unrest in some of the regions where we do business, and the resulting need for enhanced security measures may impact our ability to deliver services, threaten the safety of our employees, and increase our costs of operations.
Conducting business outside of the United States and in many global locations at the same time is subject to a variety of risks, including: ● Inconsistent regulations, licensing requirements, prescriptive labor rules, corrupt business practices, restrictive export control and immigration laws, which may result in inadvertent violation of laws that we may not be able to immediately detect or correct; and which may increase our cost of operations as we endeavor to comply with laws that differ from one country to another; ● Uncertainty of tax regulations in countries where we do business may affect our costs of operation; ● Longer payment cycles could impact our cash flows and results of operations; ● Political and economic instability, and unexpected changes in regulatory regimes could adversely affect our ability to deliver services and our ability to repatriate cash; 23 Table of Contents ● Unanticipated changes in global alliances due to evolving international trade agendas of elected leaders in the U.S. and elsewhere, among other factors, may impact our operations and financial results if we are unable to operate in locations where we deliver services under existing contracts; ● Currency exchange rate fluctuations and restrictions on currency movement or negative tax consequences triggered by such movement could adversely affect our results of operations, if we are forced to maintain assets in currencies other than U.S. dollars, while our financial results are reported in U.S. dollars; and if we are forced to maintain assets in currencies other than those that we use for payment of our operating expenses; ● Infrastructure challenges and lack of sophisticated disaster and pandemic preparedness in some countries where we do business may impact our service delivery; and ● Armed conflicts, terrorist attacks or civil unrest in some of the regions where we do business, and the resulting need for enhanced security measures may impact our ability to deliver services, threaten the safety of our employees, and increase our costs of operations.
For example, our business could be negatively affected by regional escalation of the Gaza Israeli conflict and other escalations in the Middle East, including Iranian strikes on U.S. targets, may impact our operations in Africa; continuing tensions with China could impact our delivery centers in the Asia-Pacific region, especially in the Philippines; ongoing tensions between India and Pakistan can impact our operations in the Indian provinces near the Pakistani border, and the tariff wars and anti-immigration rhetoric may impact our operations in Canada, Mexico or South Africa.
For example, our business could be negatively affected by regional escalation of the Gaza Israeli conflict and other escalations in the Middle East, including Iranian strikes on U.S. targets, which may impact our operations in Africa; continuing tensions with China could impact our delivery centers in the Asia-Pacific region, especially in the Philippines; ongoing tensions between India and Pakistan can impact our operations in the Indian provinces near the Pakistani border, and the tariff wars and anti-immigration rhetoric may impact our operations in Canada, Mexico or South Africa.
The trend of clients seeking to transfer growing risks related to cybersecurity, data privacy and emerging technologies to service providers could significantly impact our operations and profitability We often provide services in the clients’ and not in our information technology environments, and security and data privacy incidents that clients experience may have many causes and many contributory factors, most of which are unrelated to our activities or involve situations that we cannot control or mitigate.
The trend of clients seeking to transfer to service providers growing risks related to cybersecurity, data privacy and emerging technologies could significantly impact our operations and profitability We often provide services in the clients’ and not in our information technology environments, and security and data privacy incidents that clients experience may have many causes and many contributory factors, most of which are unrelated to our activities or involve situations that we cannot reasonably control or mitigate.
Our business can be disproportionately adversely impacted by events outside of our control that impact our clients, such as economic conditions, geopolitical tensions, and outbreaks of infectious diseases Global economic conditions, geopolitical instability, concerns with cybersecurity and technology innovation may lead to reduction in demand for our services and increased pressure on revenue and profit margins.
Our business can be disproportionately adversely impacted by events outside of our control that impact our clients, such as economic conditions, geopolitical tensions, and outbreaks of infectious diseases Global economic conditions, geopolitical instability, concerns with cybersecurity, and technology innovation may lead to a reduction in demand for our services and increased pressure on revenue and profit margins.
Following these cybersecurity incidents, we have made and continue to make significant investments to enhance our information technology environment, but we, like many other companies, continue to be attacked by cybercriminals and there can be no assurances that investments made to date and the investments planned to be made in the future would be sufficient to mitigate these ongoing attacks or to prevent material impact from future cybersecurity incidents.
We have made and continue to make significant investments to enhance our information technology environment, but we, like many other companies, continue to be attacked by cybercriminals and there can be no assurances that investments made to date and the investments planned to be made in the future would be sufficient to mitigate these ongoing attacks or to prevent material impact from future cybersecurity incidents.
There is no assurance that we will be able to effectively launch operations in jurisdictions which meet our cost, labor availability, and security standards. Our inability to expand our operations to such locations, however, may impact our ability to secure new clients and additional business from existing clients, and could adversely affect our growth and results of operations.
There is no assurance that we will be able to effectively launch operations in jurisdictions that meet our cost, labor availability, and security standards. Our inability to expand our operations to such locations, however, may impact our ability to secure new clients and additional business from existing clients, and could adversely affect our growth and results of operations.
Many of our contracts, although long term, have termination for convenience clauses with short notice periods and no guarantees of minimum revenue levels or profitability, which could have a material adverse effect on our results of operation if clients terminate a contract or materially reduce customer interaction volumes on short notice.
Many of our long-term contracts have termination for convenience clauses with short notice periods and no guarantees of minimum revenue levels or profitability, which could have a material adverse effect on our results of operation if clients terminate a contract or materially reduce customer interaction volumes on short notice.
Risks Related to Legal and Regulatory Matters that Impact Our Business Our financial results may be affected by changes in laws and regulations that impact our business and by our failure to comply with such requirements Our business is subject to extensive, and at times conflicting, regulations by the U.S. federal, state, local, foreign national, and provincial authorities relating to sensitive client and customer data, data privacy, customer communications, and telemarketing practices; licensed healthcare, financial services, collections, insurance, and gaming/gambling support activities; trade restrictions and sanctions, tariffs, import/export controls; taxation; labor regulations, mandatory healthcare and wellness regulations, wages, breaks and severance regulations; health and safety regulations; disclosure obligations; and immigration laws, among other areas.
Risks Related to Legal and Regulatory Environment Our financial results may be affected by changes in laws and regulations that impact our business and by our failure to comply with such requirements Our business is subject to extensive, and at times conflicting, regulations by the U.S. federal, state, local, foreign national, and provincial authorities relating to sensitive client and customer data, data privacy, customer communications, and telemarketing practices; licensed healthcare, financial services, collections, insurance, and gaming/gambling support activities; trade restrictions and sanctions, tariffs, and import/export controls; taxation; labor regulations, mandatory healthcare and wellness regulations, wages, breaks and severance regulations; health and safety regulations; disclosure obligations; and immigration laws, among other areas.
Well publicized security breaches have led to enhanced government and regulatory scrutiny of the measures being taken by companies to protect against cyberattacks and have resulted in heightened cybersecurity requirements, including additional regulatory expectations and the oversight of vendor activity for licensed service providers, and service providers to public sector clients.
Well publicized security breaches have led to enhanced government and regulatory scrutiny of the measures being taken by companies to protect against cyberattacks and have resulted in heightened cybersecurity requirements, including additional regulatory expectations and the oversight of vendor activity for licensed service providers and for providers and services to public sector clients.
If we are unable to execute, these fundamental requirements effectively and compete successfully by providing clients with differentiated services at competitive prices, we could lose market share, which would materially adversely affect our business.
If we are unable to execute on these fundamental requirements effectively and compete successfully by providing clients with differentiated services at competitive prices, we could lose market share, which would materially adversely affect our business.
We are subject to customary financial and operating restrictions built into our credit agreement Our credit agreement includes a number of financial and operating restrictions. For example, our credit agreement requires us to meet financial ratios, including leverage ratios and an interest coverage ratio, among others.
We are subject to financial and operating restrictions built into our credit agreement. Our credit agreement includes a number of financial and operating restrictions. For example, our credit agreement requires us to meet financial ratios, including leverage ratios and an interest coverage ratio, among others.
As these jurisdiction-specific laws change with little notice or grace period for transition, we often have no opportunity to adjust how we do business or pass cost increases to our clients.
As these jurisdiction-specific laws change with little notice or grace period for transition, we often have no opportunity to adjust how we do business or pass cost increases on to our clients.
Any changes in our projections of our results of operations or our failure to meet or exceed these projections and the investors’ and analysts’ expectations about our results of operations could result in a material impact on our stock value.
Any changes in our projections of results of operations, or our failure to meet or exceed these projections and the investors’ and analysts’ expectations, could result in a material impact on our stock value.
We compete with larger multinational and offshore low-cost service providers that offer similar services, often at highly competitive prices and aggressive contract terms; niche solution providers that compete with us in specific geographies, industry segments or service areas; companies that utilize new, disruptive technologies or delivery models; and in-house operations of existing and potential clients.
We compete with larger multinational and offshore low-cost service providers that offer similar services, often at highly competitive prices and aggressive contract terms. We also compete with niche solution providers in specific geographies, industry segments and service areas; with companies that utilize new, disruptive technologies or delivery models; and with in-house operations of existing and potential clients.
Inflationary wage pressures in many jurisdictions where we hire to support our customer care business may continue to make it difficult for us to meet our contractual commitments on multi-year client contracts that do not have wage escalation provisions or may make such contracts not profitable.
Inflationary wage pressures in many jurisdictions where we hire to support our customer care business may continue to make it difficult for us to meet our contractual commitments on multi-year client contracts that do not have wage escalation provisions or may make such contracts unprofitable.
Unauthorized disclosure of sensitive or confidential client, their customers’, and our employees’ data, whether through third party breach of our systems or due to negligence or intentional acts of insiders, has exposed us in the past and could expose us in the future to costly litigation and regulatory enforcement.
Unauthorized disclosure of sensitive or confidential data of our clients, their customers’, and our employees’, whether through third party breach of our systems or due to negligence or intentional acts of insiders, has exposed us in the past and could expose us in the future to costly litigation and regulatory enforcement.
While clients expect the inclusion of emerging technologies, including AI, in our services offerings, they often are not positioned to nor wish to mitigate or assume responsibility for the often uncertain risks associated with such technologies, expecting us to assume that risk.
While clients expect the inclusion of emerging technologies, including AI, in our services offerings, they often are not positioned to nor do they wish to mitigate or assume responsibility for the often uncertain risks associated with such technologies, instead expecting us to assume that risk.
Wage and hour and ERISA fiduciary class action lawsuits can expose us to costly litigation and damage our reputation The customer care business process outsourcing industry in the United States is a target of plaintiffs’ law firms that specialize in wage and hour class action lawsuits against large employers by soliciting potential plaintiffs (current and former employees) with billboard and social media advertising.
Wage and hour, ADA, and ERISA fiduciary class action lawsuits can expose us to costly litigation and damage our reputation The customer care business process outsourcing industry in the United States is a target of plaintiffs’ law firms that specialize in wage and hour and Americans with Disabilities (ADA) class action lawsuits against large employers by soliciting potential plaintiffs (current and former employees) with billboard and social media advertising.
Our clients often dictate locations from where they wish for us to serve their customers, such as “near shore” jurisdictions located in close proximity to the clients’ U.S.-based headquarter locations, or in specific locations around the globe.
Our clients often dictate locations from where they wish for us to serve their customers, such as “near shore” jurisdictions located in close proximity to the clients’ U.S.-based headquarters locations, or in specific locations around the globe.
The recent consolidation trend in our industry resulted in new competitors with greater scale and broader geographic footprint. They have access to greater financial resources, may have proprietary technology solutions, may be able to absorb more risk in their client contracts, or offer greater efficiencies that may be attractive to our clients and impact our business.
The recent consolidation trend in our industry has resulted in new competitors with greater scale and broader geographic footprints. They have access to greater financial resources, may have proprietary technology solutions, and may be able to absorb more risk in their client contracts, or offer greater efficiencies that may be attractive to our clients and impact our business.
Contract terms typical in our industry can lead to volatility in our revenue and profitability Many of our Engage business contracts require clients to provide monthly forecasts of volumes, but no guaranteed or minimum volumes or revenue levels. Such forecasts vary from month to month, which can impact our staff and space utilizations, our cost structure, and our profitability.
Contract terms typical in our industry can lead to volatility in our revenue and profitability Many of our TTEC Engage business contracts require clients to provide monthly forecasts of volumes, but no guaranteed or minimum volumes or revenue levels. Such forecasts vary from month to month, which can impact our staff and space utilization, our cost structure, and our profitability.
If our client service demand, level of effort or capacity forecasts are not accurate, our ability to serve our clients’ profitably could be materially impacted In our TTEC Engage business, we rely on client demand forecasts to make timely staffing level decisions and investments in our delivery centers and remote work technologies.
If our client service demand, level of effort and capacity forecasts are not accurate, our ability to serve our clients profitably could be materially impacted In our TTEC Engage business, we rely on client demand forecasts to make timely staffing level decisions and investments in our delivery centers and remote work technologies.
As with many disruptive technologies, however, AI presents risks and unintended consequences that could affect its adoption. Social, ethical and evolving regulatory issues related to the use of AI in our offerings may result in liability, business interruption and reputational harm that could materially impact our results of operations.
As with many disruptive technologies, AI presents risks and unintended consequences that could affect its adoption, and social, ethical, and evolving regulatory issues related to the use of AI in our offerings may result in liability and reputational harm that could materially impact our results of operations.
We carefully consider pricing for operations delivery, marketing, sales, and other services among our domestic and foreign subsidiaries to assure that they are at arm’s-length.
We carefully consider pricing for operations, delivery, marketing, sales, and other services among our domestic and foreign subsidiaries to ensure that they are at arm's length.
A large portion of TTEC Digital revenue is generated from technology partners whose continued partnership with us, risk sharing practices, and products’ reliability may adversely impact our business A large portion of our TTEC Digital revenue is tied to our partnerships with providers of customer management technology solutions.
A large portion of TTEC Digital’s revenue is generated from technology partners whose continued partnership with us, risk sharing practices, and product reliability may adversely impact our business A large portion of our TTEC Digital revenue is tied to our partnerships with providers of customer management technology solutions.
The recently adopted European Union AI Act, the requirements of which are not yet fully tested, may also apply to our services. We are also subject to the terms of our privacy policies and client contractual obligations related to privacy, data protection, and information security.
The recently adopted European Union AI Act, the requirements of which are not yet fully tested, also apply to our services. In addition, we are subject to the terms of our privacy policies and client contractual obligations related to privacy, data protection, and information security.
If we are unable to implement a cost-effective contracting structure and other changes in how we do business to mitigate these changes, our effective tax rate and our results of operations would be impacted. Our ability to use our net operating losses or U.S. federal tax credits to offset future taxable income may be subject to certain limitations.
If we are unable to implement a cost-effective contracting structure and other changes in how we do business to mitigate these changes, our effective tax rate and our results of operations will be impacted. Our ability to use our net operating losses or federal tax credits to offset future taxable income may be subject to certain limitations.
If we are unable to maintain a geographically diverse footprint, our profitability may be adversely affected Our business is labor-intensive and therefore cost of wages, benefits, and related taxes constitute a large component of our operating expenses.
If we are unable to maintain a geographically diverse footprint, our profitability may be adversely affected Our business is labor-intensive, and therefore, the cost of wages, benefits, and related taxes constitutes a large component of our operating expenses.
As we provide services to clients’ customers residing in countries where we do not have in-country operations or if we use telecommunication channels and airways in countries where we do not have physical presence, we may also be subject to laws and regulations of these countries.
As we provide services to clients’ customers residing in countries where we do not have in-country operations or when we use telecommunication channels and airways in countries where we do not have physical presence, we may also be subject to the laws and regulations of these countries.
Natural disasters (floods, winds, and earthquakes), terrorist attacks, pandemics, large-scale utilities outages, telecommunication and transportation disruptions, labor or political unrest, and restriction on repatriation of funds at some of the locations where we do business may interrupt or limit our ability to operate or may increase our costs.
Natural disasters (floods, winds, and earthquakes), terrorist attacks, pandemics, large-scale utility outages, telecommunication and transportation disruptions, labor or political unrest, and restrictions on repatriation of funds at some of the locations where we do business may interrupt or limit our ability to operate or may increase our costs.
For example, the European Union’s General Data Protection Regulation (GDPR) imposes data protection requirements for controllers and processers of personally identifiable information collected in Europe, while the California Consumer Privacy Protection Act (CCPA), and other similar acts in other U.S. states imposed similar regulations protecting state residents with a different reach.
For example, the European Union’s General Data Protection Regulation (GDPR) imposes data protection requirements for controllers and processers of personally identifiable information collected in Europe, while the California Consumer Privacy Protection Act (CCPA), and other similar acts in other U.S. states imposed similar regulations protecting state residents.
Based on our forty years of experience in the industry, we believe that key competitive factors in our markets are the quality of service offerings tailored to clients and their customers’ needs, reliable delivery processes and technology and cybersecurity infrastructure, the ability to attract, train, and retain qualified employees, global delivery capabilities, competitive pricing, willingness and ability to accept risks specific to our service delivery, and our ability to differentiate our service offerings.
Based on our more than forty years of experience in the industry, we believe that key competitive factors in our markets are the quality of service offerings tailored to clients and their customers’ needs, innovative technology offerings, reliable delivery processes including technology and cybersecurity infrastructure, the ability to attract, train, and retain qualified employees, global delivery capabilities, competitive pricing, and willingness and ability to accept risks specific to our service delivery.
Our business volumes are impacted by consumer sentiment, and the current inflationary pressures are impacting consumer demand for some of our clients’ products and services, which can have direct impact on the demand for our offerings.
Our business volumes are impacted by consumer sentiment, and the current inflationary pressures and economic uncertainties are impacting consumer demand for some of our clients’ products and services, which can have a direct impact on the demand for our offerings.
If and to the extent we do not negotiate long-term contract terms that provide for fee adjustments to reflect increases in our cost of service, our business, financial conditions, and results of operations could be materially impacted. We provide service level commitments to certain customers.
If and to the extent we do not negotiate long-term contract terms that provide for fee adjustments to reflect increases in our cost of service, our business, financial conditions, and results of operations could be materially impacted. We provide service level commitments to some of our clients.
These provisions, among other things: • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • provide that special meetings of our stockholders may be called only by our Chairman, TTEC President or our board of directors; • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings; • permit the board of directors to establish the number of directors on our board; and • provide that the board of directors is expressly authorized to make, alter or repeal our amended and restated bylaws.
These provisions, among other matters: ● Authorize the issuance of ‘blank check” preferred stock that our Board of Directors could use to implement a stockholders rights plan; ● Provide that special meetings of our stockholders may be called only by our Chairman, TTEC President, or our Board of Directors; ● Establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at our Annual Stockholders Meeting; ● Permit the Board of Directors to establish the number of directors on our Board, from time to time; and ● Provide that the Board of Directors is expressly authorized to make, alter or repeal our amended and restated bylaws.
Natural disasters in locations where we have employees and operations, like the Philippines, Mexico, and the east, west and gulf coasts of the United States, can also have significant negative impacts on our ability to deliver services and our reputation for stable service delivery.
Natural disasters in locations where we have employees and operations, like the Philippines, Mexico, and the tornado valley and gulf coasts of the United States, can also have significant negative impacts on our ability to deliver services and our reputation for stable service delivery.
Yet, clients are increasingly seeking for service providers, like us, to accept unlimited liability for incidents that we did not cause but which our errors or omissions may have contributed to, in part.
Yet, clients are increasingly demanding that service providers, like us, accept substantial or even unlimited liability for incidents that we did not cause but which our errors or omissions may have contributed to, in part.
The regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these varied obligations may be interpreted and applied in a manner that currently we do not anticipate or that they are inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
The regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these varied obligations may be interpreted and applied in a manner that currently we do not anticipate or that they are inconsistent from one jurisdiction to another.
We believe that this provision may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges who are particularly experienced in resolving corporate disputes, efficient administration of cases relative to other forums, and protection against the burdens of multi-forum litigation.
Most Delaware incorporated companies believe that this provision may benefit them by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges who are particularly experienced in resolving corporate disputes, efficient administration of cases relative to other forums, and protection against the burdens of multi-forum litigation.
These licensing requirements vary among jurisdictions where we provide services; and the ongoing compliance requirements to maintain and renew these licenses also change often.
These licensing requirements vary among jurisdictions where we provide services; and the ongoing compliance requirements related to maintaining and renew these licenses also change often.
Similar law firms also target companies that offer health, welfare and deferred income retirement plans (known as 401K plans) subject to ERISA regulations to large employee populations that could result in large classes of potential plaintiffs.
Similarly, plaintiffs’ law firms also target companies that offer health, welfare, and deferred income retirement plan (known as 401K plans) benefits subject to ERISA regulations to large employee populations that could result in large classes of potential plaintiffs.
These estimates reflect the best information available at the time with respect to the nature of the engagement and our expected costs to provide the contracted services, but these expectations could differ from actual results, especially during inflationary periods and competitive pressures. Not all our contracts allow for escalation of fees as our cost of operations increases.
These estimates reflect the best information available at the time with respect to the nature of the engagement and our expected costs to provide the contracted services, but these expectations could differ from actual results, especially during inflationary periods and competitive pressures. Not all our contracts allow for fee escalation as our operating costs increase.
There can be no assurances, however, that we will be able to identify strategic transaction opportunities that complement our strategy and are available at valuation levels accretive to our business, or that our banking partners would consent to such transactions under the terms of our credit facility.
There can be no assurances, however, that we will be able to identify opportunities that complement our strategy, are available at valuation levels accretive to our business, or that our banking partners would consent to such transactions under our credit facility.
These changes could threaten our ability to continue to serve certain markets. 20 Table of Contents Uncertainty and inconsistency in privacy and data protection laws relevant to our business, the high cost of compliance with such laws, and the failure to comply with related contractual obligations may impact our ability to deliver services profitably During the last several years, there has been a significant increase in data protection and privacy regulations and enforcement activity in many jurisdictions where we and our clients do business.
Uncertainty and inconsistency in privacy and data protection laws relevant to our business, the high cost of compliance with such laws, and the failure to comply with related contractual obligations may impact our ability to deliver services profitably During the last several years, there has been a significant increase in data protection and privacy regulations and enforcement activity in many jurisdictions where we and our clients do business.
TTEC Board’s decisions regarding the payment of dividends or share repurchases are made in the best interest of all stockholders in compliance with relevant laws, and depend on many factors, including the Company’s financial condition and earnings from operations; capital requirements for operation and technology investments and acquisitions; debt service obligations; market price of the shares; industry practice; legal and regulatory requirements; changes in U.S. federal, state, and international tax or corporate laws; covenant restrictions in the Company’s credit facility; changes to our business model, and other factors that the Board may deem relevant.
There can be no assurance that we will resume paying dividends or repurchasing our shares or the cadence or levels of these activities The decisions of our Board of Directors regarding the payment of dividends or share repurchases are made in the best interest of all stockholders in compliance with relevant laws, and depend on many factors, including the Company’s financial condition and earnings from operations; capital requirements for operation and technology investments and acquisitions; debt service obligations; market price of the shares; industry practice; legal and regulatory requirements; changes in U.S. federal, state, and international tax or corporate laws; covenant restrictions in the Company’s credit facility; changes to our business model, and other factors that the Board may deem relevant.
In the event that the book value of goodwill or intangible asset is impaired, such impairment would be charged to earnings in the period when such impairment is determined.
In the event that the book value of goodwill or intangible asset is impaired, such impairment would be charged to earnings in the period when such impairment is determined. We have recorded goodwill and intangible impairments in the past.
For example, our stock value may be impacted by: • the performance of others who offer similar services and how their performance is perceived by investors and analysts in comparison to our performance; • changes in market valuations of similar companies; • investors’ perception about our industry in general, and about our business and our management team; • general economic, industry and market conditions; • acquisitions or consolidation in our industry; • our capital structure, including the amount of our indebtedness and cost of serving that debt, as they compare to others in our industry; • changes in key personnel; • the depth and liquidity of the market for our common stock; • fluctuations in currency exchange rates; • our dividend policy as it compares to the dividend policies of other similar companies; • the passage of adverse legislation or other regulatory developments in countries where we do business; • the stock market fluctuations due to geopolitical events, energy prices or terrorist activities; and • the impact of the factors referred to elsewhere in “Risk Factors.” Our stock value may also be impacted by financial projections that we provide to the public and whether these projections align with the expectations of our current investors, potential investors, and financial analysts who follow and comment on our stock.
Our stock value may be impacted by: ● General economic, industry and market conditions; ● Changes in market valuation of similar companies in our industry; ● Investors’ perception about our industry, in general, and about our business and our management team; ● Acquisitions or consolidations in our industry; ● The performance of other companies that offer similar services and how their performance is perceived by investors and analysts in comparison to our performance; 24 Table of Contents ● Our capital structure, including the amount of our indebtedness and cost of serving that debt, as compared to others in our industry; ● Changes in key personnel at our company; ● The depth and liquidity of the market for our capital stock; ● Fluctuations in currency exchange rates for currencies generated and used in our business; ● Our dividend and stock buy-back policies and how they compare to such policies at other companies in our industry; ● The passage of adverse legislation or other regulatory or political developments in countries where we do business; ● The stock market fluctuations, in general, due to geopolitical events, macro and micro economic policies and metrics, energy policies, or terrorist activities; and ● Potential impacts of factors referred to elsewhere in “Risk Factors.” Our stock value may also be impacted by financial projections that we provide to the public and whether these projections align with the expectations of our current investors, potential investors, and financial analysts who follow and comment on our stock.
Because we hire large numbers of employees in the United States and our industry has large turnover, the potential size of plaintiffs’ classes in these wage and hour and ERISA lawsuits can be considerable, creating potential material risks to the cost of our operations.
The cost of defending these large class action lawsuits has been and will continue to be significant. 21 Table of Contents Because we hire large numbers of employees in the United States and our industry has large turnover, the potential size of plaintiffs’ classes in these wage and hour and ERISA lawsuits can be considerable, creating potential material risks to the cost of our operations.
Although neither of these incidents resulted in material impact on our results of operations in 2021, there can be no assurances that future cybersecurity incidents, which are unavoidable, would not have material impact on our results of operations.
As we previously reported, in 2021, we experienced two significant cybersecurity incidents and although neither of these incidents resulted in material impact on our results of operations in 2021, there can be no assurances that future cybersecurity incidents, which are unavoidable, would not have a material impact on our results of operations.
Our operations outside the United States generate a significant portion of our income, and many of the other countries where we have significant operations have recently made or are actively considering changes to existing tax laws that could significantly impact how U.S. multinational corporations are taxed on foreign earnings.
Our operations outside the United States generate a significant portion of our income, and many of the other countries where we have significant operations have recently made or are actively considering changes to existing tax laws that could significantly impact how U.S. multinational corporations are taxed on foreign earnings. 22 Table of Contents Governments in the United States and other jurisdictions have proposed and enacted changes to fiscal and tax policies, including reforms affecting multinational enterprises.
This strategy is enabled through industry specific client relationships, scaled global delivery footprint, CX partner ecosystem, delivery excellence, and strategic M&A. Failure to successfully implement our business strategy and effectively respond to changes in market dynamics may impact our financial results of operations. Our investments in technologies and integrated solution offerings may not lead to increased revenue and profitability.
This strategy is enabled through industry-specific client relationships, a scaled global delivery footprint, a CX partner ecosystem, delivery excellence, and strategic M&A. Failure to successfully implement our business strategy and respond effectively to changes in market dynamics, technology, and client expectations may impact our financial results and operations.
Techniques used by cyber criminals to obtain unauthorized access, disable or degrade services, or sabotage systems evolve frequently and may not immediately be detected, and we may be unable to implement adequate preventative measures. As we previously reported, in 2021, we experienced two significant cybersecurity incidents.
Techniques used by cyber criminals to obtain unauthorized access, disable or degrade services, or sabotage systems evolve frequently and may not immediately be detected, and we may be unable to implement adequate preventative measures.
If the Company’s information technology systems fail to function properly, the Company could incur substantial repair, recovery or replacement costs and experience data loss and significant liability for disruption of clients’ operations, all or any of which could result in material impediments to our ability to conduct business and would damage the market’s perception of the reliability and stability of the Company and our service offerings.
If the Company’s information technology systems fail to function properly, the Company could incur substantial repair, recovery or replacement costs and experience data loss and significant liability for disruption of clients’ operations, all or any of which could result in material impediments to our ability to conduct business and would damage the market’s perception of the reliability and stability of the Company and our service offerings. 17 Table of Contents In addition, an information system disruption could result in our failing to meet our contractual performance standards and obligations, which could subject us to liability, penalties, and contract termination.
This bylaw forum selection provision is not uncommon for companies incorporated in the State of Delaware, but it could limit our stockholders’ ability to select a more favorable judicial forum for disputes with us, our directors, officers or other employees and may therefore discourage litigation.
This choice of forum provision does not have the effect of causing our stockholders to waive our obligation to comply with the federal securities laws. 25 Table of Contents This bylaw forum selection provision is not uncommon for companies incorporated in the State of Delaware, but it could limit our stockholders’ ability to select a more favorable judicial forum for disputes with us, our directors, officers or other employees and may therefore discourage litigation.
Failure to comply with all privacy, data protection and cybersecurity laws and regulations that are relevant to different parts of our business have resulted in, and may result in future legal claims, significant fines, sanctions, or penalties, or loss of licenses; and may increase our cost of operations, make it difficult for us to secure business or efficiently serve our clients.
Failure to comply with all privacy, data protection and cybersecurity laws and regulations that are relevant to different parts of our business have resulted in, and may in the future result in legal claims, significant fines, sanctions, or penalties, or loss of licenses.
Risks Related to Our Operations Outside of the United States We face special risks associated with international operations An important component of our business strategy is our global delivery model and our continuous international expansion. In 2024, we derived approximately 34% of our revenue from operations outside of the United States.
Risks Related to Our Operations Outside of the United States We face special risks associated with international operations An important component of our business strategy is our global delivery model and our continuous willingness to expand internationally to pursue business opportunities. In 2025, we derived approximately 36% of our TTEC Engage revenue from operations outside of the United States.
While many of these factors impact the stock value of all companies in and outside of our industry, we may be more significantly impacted because of the relatively small trading volume of our shares.
While many of these factors affect the stock prices of all companies, both in and outside our industry, we may be more significantly affected because of the relatively low trading volume of our shares.
We have grouped these risk factors into six categories: • risks related to our business, our strategy, and our industry; • risks related to our financial operations; • risks related to our use of technology and third-party services; • risks related to legal and regulatory matters that impact our business; • risks related to our operations outside of the United States; and • risks related to ownership of our common stock. 8 Table of Contents Risks Related to Our Business, Our Strategy and Our Industry If our business strategy is not successful, our business and financial prospects will be affected Our business strategy is based on delivering our contact center outsourcing expertise with our innovative and disruptive AI-enabled technologies, CX consulting, data analytics, client growth solutions, and CX focused system design and integration.
We have grouped these risk factors into six categories: • risks related to our strategy and our financial condition; • risks related to our business operations and our industry; • risks related to our use of technology and third-party services; • risks related to legal and regulatory environment; • risks related to our operations outside of the United States; and • risks related to ownership of our common stock. 8 Table of Contents Risks Related to Our Strategy and Our Financial Condition Failure to successfully execute our business strategy could adversely affect our financial results Our business strategy is based on delivering our contact center customer experience outsourcing expertise through innovative, disruptive AI-enabled technologies, CX consulting, data analytics, client growth solutions, and CX-focused system design and integration.
There is an increased focus on automated processing and services delivered with the use of AI and GenAI tools that may lead to increased regulatory oversight and restrictions that could have an impact on our business.
There is an increased focus on automated processing and services delivered with the use of AI tools that may lead to increased regulatory oversight and restrictions that could have an impact on our business. The scope of these laws, regulations and policies is subject to differing interpretations, and may conflict with other laws and regulations.
Our status as a “controlled company” could make our common stock less attractive to investors or otherwise harm our stock price Because we qualify as a “controlled company” under the listing rules of the NASDAQ Stock Market, we are not required to have a majority of our board of directors be independent, nor are we required to have an independent compensation committee or an independent nominating committee of the board.
Our status as a “controlled company” could make our common stock less attractive to investors or otherwise harm our stock price Because we qualify as a "controlled company" under NASDAQ listing rules, we are exempt from requirements to have a majority independent board, an independent compensation committee, or an independent nominating committee.
We have recorded goodwill and intangible impairments in the past, and there can be no assurance that we will not incur impairment charges in the future, which could have material adverse effects on our financial condition or results of operations.
There can be no assurance that we will not incur additional impairment charges in the future, which could have material adverse effects on our results of operations.
The opportunity for new competitors in our industry may expand as new disruptive technologies emerge and increase in importance. New competitors, new strategies by existing competitors or clients, and consolidation among clients or competitors could adversely impact our market share and profitability.
The opportunities for new competitors in our industry are also expanding as disruptive technologies emerge and gain importance. New competitors, new strategies by existing competitors and clients, and consolidation among clients and our competitors could adversely impact our market share and profitability.
The decision to suspend our dividend payments could have a negative impact on the price of our common stock. 25 Table of Contents Exclusive forum for dispute resolution in our bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for their disputes Our bylaws designate Delaware’s state courts as the exclusive forum for most disputes between us and our stockholders, including U.S. federal claims and derivative actions.
The exclusive forum provision for dispute resolution in our bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for their disputes Our bylaws designate Delaware’s state courts as the exclusive forum for most disputes between us and our stockholders, including U.S. federal claims and derivative actions.
We have taken steps to mitigate our exposure to service disruptions through procurement rigor in how we select these partners and by investing in multi-layered redundancies, but there can be no assurances that the mitigation strategies and redundancies we have in place would be sufficient to maintain operations without disruptions, especially as we deliver more services remotely, because conventional redundancy strategies are less effective in work from home environments. 19 Table of Contents Use of AI technology in our offerings could result in liability and harm to our reputation We are increasingly incorporating AI technologies into our business and stood-up governance and controls for their use that we deem to be reasonable and appropriate.
We have taken steps to mitigate our exposure to service disruptions through procurement rigor in how we select these partners and by investing in multi-layered redundancies, but there can be no assurances that the mitigation strategies and redundancies we have in place would be sufficient to maintain operations without disruptions, especially as we deliver more services remotely, because conventional redundancy strategies are less effective in work from home environments.
Adverse changes in laws or regulations that impact our business may negatively affect the sale of our services, slow the growth of our operations, or mandate changes to how we deliver our services, including our ability to use and how we use offshore resources.
Enforcement actions by regulatory agencies could also materially increase our costs of operations and impact our ability to serve our clients. 20 Table of Contents Adverse changes in laws or regulations that impact our business may negatively affect the sale of our services, slow the growth of our operations, or mandate changes to how we deliver our services, including our ability to use and how we use offshore resources.
While we believe we have taken reasonable measures to protect our systems and processes from unauthorized intrusions and cyber fraud, we cannot be certain that advances in cybercriminal capabilities, discovery of new system vulnerabilities, and attempts to exploit such vulnerabilities will not compromise or breach the technologies protecting our systems and the information that we manage and control, which could result in damage to our systems, our reputation, and our profitability.
There can be no assurances, however, that these attacks, which are growing in sophistication and frequency, would not deceive our employees, resulting in a material loss and impacts to our operations and corporate functions. 18 Table of Contents While we believe we have taken reasonable measures to protect our systems and processes from unauthorized intrusions and cyber fraud, we cannot be certain that advances in cybercriminal capabilities, discovery of new system vulnerabilities, and attempts to exploit such vulnerabilities will not compromise or breach the technologies protecting our systems and the information that we manage and control, which could result in damage to our systems, our reputation, and our profitability.
These risks may further increase as our business model now relies on a higher percentage of work delivered from home, in addition to our traditional delivery center model.
These risks may further increase as our business model now relies on a higher percentage of work delivered from home, in addition to our traditional delivery center model. The risks may also increase, as we expand geographically into new locations, where cybersecurity is difficult to assure.
The risks may also increase, as we expand geographically into new locations, where cybersecurity is difficult to assure. 18 Table of Contents In recent years, there have been an increasing number of high-profile security breaches at companies and government agencies, when hackers, cyber criminals and state actors launch a broad range of ransomware, data exfiltration, and other cyberattacks targeting information technology systems.
In recent years, there have been an increasing number of high-profile security breaches at companies and government agencies, when hackers, cyber criminals and state actors launch a broad range of ransomware, data exfiltration, and other cyberattacks targeting information technology systems.
Our credit agreement also contains provisions that restrict our ability to, among other things, create liens on our assets; dispose of assets; engage in mergers or consolidations, and pay dividends or to make other distributions to our stockholders, or repurchase shares of our common stock.
For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”. 10 Table of Contents Our credit agreement also contains provisions that restrict our ability to, among other actions, create liens on our assets; dispose of assets; engage in mergers or consolidations; and pay dividends or make other distributions to our stockholders, or repurchase shares of our common stock.
While we have multiple engagements with our largest clients and all contracts are unlikely to terminate at the same time, the contracts with our five largest clients expire between 2025 and 2027; and there can be no assurance that these contracts will continue to be renewed at all or be renewed on favorable terms.
Our five and ten largest clients, collectively, represented 30.6% and 46.8% of our revenue in 2025, respectively, with one client representing over 10% of our revenue. 12 Table of Contents While we have multiple engagements with our largest clients and all contracts are unlikely to terminate at the same time, the contracts with our five largest clients expire between 2026 and 2029 and there can be no assurance that these contracts will continue to be renewed at all or be renewed on favorable terms.
While we consider these transactions to improve our business, financial results, and shareholder value over time, there can be no assurance that our goals will be realized.
While we consider and pursue these transactions to enhance our business, financial results, and stockholder value, there can be no assurance that we will achieve our objectives.
They rely on us for these transitions, which contribute to the growth of our higher margin consulting services, while at the same time impacting our future revenue from managed IT services, and system hardware and software resales.
They rely on us for these transitions, which historically contributed to the growth of our higher-margin consulting services, while at the same time impacting our future revenue from managed IT services, and system hardware and software resales. As clients complete the transformation of their technology solutions to the cloud and SaaS, higher-margin consulting service opportunities may no longer be available.
As we continue to hire more employees in the United States, and grow our operations in California, where the number of wage and hour and ERISA class action lawsuits is larger than in many other states combined and where verdicts in these lawsuits are very large, our results of operations may be materially impacted by these lawsuits. 21 Table of Contents The growing use of AI in our offerings and evolving uncertainty of regulatory environments impacting such offerings may affect our costs of doing business and reputation Regulations on the use of AI technologies are rapidly evolving across jurisdictions where we do business.
As we continue to hire more employees in the United States, and grow our operations in California, where the number of wage and hour and ERISA class action lawsuits is larger than in many other states combined and where verdicts in these lawsuits are very large, our results of operations may be materially impacted by these lawsuits.
Our business involves the use, storage, and transmission of clients’, their customers’, and our employees’ information. We also monitor and support information technology systems for certain clients through cloud-based and on-client-premises managed services model.
We also monitor and support information technology systems for certain clients through cloud-based and on-client-premises managed services model.
We sign multi-year client contracts that are priced based on prevailing labor rates in jurisdictions where we deliver services. In the United States, however, our Engage business is confronted with a patchwork of ever-changing minimum wage, mandatory time off, paid medical leave, and rest and meal break laws at the state and local levels.
In many jurisdictions where we operate, however, our business is confronted with a patchwork of ever-changing minimum wage, mandatory time off, paid medical leave, and rest and meal break laws at the state and local levels.
When our employees disregard or intentionally breach our or our client’s established controls, acting alone or in collusion with others, we are responsible to our clients for the resulting impacts, and could be subject to significant liability, fines, and penalties that could impact our financial performance and our reputation.
When employees disregard or intentionally breach established controls, whether acting alone or in collusion with others, we may be responsible for the resulting harm and could face significant liability, fines, and penalties.
Errors in our level of effort estimations or inefficiencies of our staff could yield lower profit margins or cause projects to become unprofitable, resulting in adverse impacts on our results of operations. 11 Table of Contents If we cannot recruit and retain qualified employees to respond to client demands at the right price point, our business will be adversely affected Our business is labor intensive and our ability to recruit, train, and retain employees with the right skills, at the right price point, and in the timeframe required by our client and project schedule commitments is critical to achieving our financial objectives.
If we cannot recruit and retain qualified employees to respond to client demands at the right price point, our business will be adversely affected Our business is labor intensive and our ability to recruit, train, and retain employees with the right skills, at the right price point, and in the timeframe required by our client and project schedule commitments is critical to achieving our financial objectives.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s Board of Directors (the “Board”), in coordination with its Audit Committee, oversees the Company’s overall ERM process, and has delegated the management of risks arising from cybersecurity threats to the Security & Technology Committee, which regularly interacts with the Company’s CSO (who maintains chief information security officer (“CISO”) responsibilities at TTEC among other responsibilities), Chief Information Officer (“CIO”), the Chief Privacy Officer, Chief Legal & Risk Officer, and other members of management.
Biggest changeThe Company’s Board of Directors, in coordination with its Audit Committee, oversees the Company’s overall ERM process, and has delegated the management of risks arising from cybersecurity threats to the Security & Technology Committee, which regularly interacts with the Company’s CSO (who maintains chief information security officer (“CISO”) responsibilities at TTEC among other responsibilities), the Chief Information Officer (“CIO”), Chief Technology Officer (“CTO”) Chief Privacy Officer, Chief Legal & Risk Officer, and other members of management.
The Board and the Security & Technology Committee also receive prompt information regarding cybersecurity incidents that meet established reporting thresholds, as well as ongoing updates regarding any such incidents until they have been addressed. 28 Table of Contents Our CSO holds an undergraduate degree in Computer Science and has served in various information technology and information security roles, including serving as the CSO for two public companies as well as various leadership roles in two medium sized private companies over the last 30 years.
The Board of Directors and the Security & Technology Committee also receive prompt information regarding cybersecurity incidents that meet established reporting thresholds, as well as ongoing updates regarding any such incidents until they have been addressed. 28 Table of Contents Our CSO holds an undergraduate degree in Computer Science and has served in various information technology and information security roles, including serving as the CSO for two public companies as well as various leadership roles in two medium sized private companies over the last 30 years.
The Security & Technology Committee of the Board receives regular reports on the Company’s cybersecurity risks, vulnerability assessments, third-party and independent reviews, and the steps the Company is taking to address the security risks, among other relevant information, and shares information with the full Board as appropriate.
The Security & Technology Committee of the Board receives regular reports on the Company’s cybersecurity risks, vulnerability assessments, third-party and independent reviews, and the steps the Company is taking to address the security risks, among other relevant information, and shares information with the full Board of Directors as appropriate.
The Board also has access to and periodically meets with the Company’s CSO, CIO, and Chief Legal & Risk Officer about the approaches and progress that the Company is making on its cybersecurity risk management priorities.
The Board of Directors also has access to and periodically meets with the Company’s CSO, CIO, CTO and Chief Legal & Risk Officer about the approaches and progress that the Company is making on its cybersecurity risk management priorities.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2024, we operated 58 customer engagement centers that are classified as follows: ● Multi-Client Center — We lease space for these centers and serve multiple clients in each facility; ● Dedicated Center — We lease space for these centers and dedicate the entire facility to one client; and ● Managed Center — These facilities are leased or owned by our clients and we staff and manage these sites on behalf of our clients in accordance with facility management contracts. 29 Table of Contents As of December 31, 2024, our customer engagement centers were located in the following countries: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ Multi-Client ​ Dedicated ​ Managed ​ Delivery ​ ​ Centers ​ Centers ​ Centers ​ Centers Australia — ​ — ​ 2 2 ​ Brazil 1 ​ — ​ — 1 ​ Bulgaria 2 ​ — ​ — 2 ​ Canada 1 ​ — ​ — 1 ​ Colombia ​ 1 ​ — ​ 1 ​ 2 ​ Germany ​ — ​ — ​ 1 ​ 1 ​ Greece 1 ​ — ​ — 1 ​ Honduras ​ 1 ​ — ​ — ​ 1 ​ India 2 ​ — ​ — 2 ​ Malaysia ​ 1 ​ — ​ — ​ 1 ​ Mexico 2 ​ — ​ — 2 ​ Philippines 13 ​ — ​ — 13 ​ Poland ​ 1 ​ 1 ​ — ​ 2 ​ Rwanda ​ 1 ​ — ​ — ​ 1 ​ South Africa 1 ​ 1 ​ 1 3 ​ Thailand ​ — ​ — ​ 1 ​ 1 ​ United Kingdom 1 ​ — ​ 3 4 ​ United States of America 6 ​ 10 ​ 2 18 ​ Total 35 12 11 58 ​ ​ The leases for our customer engagement centers have remaining terms ranging from one to nine years and generally contain renewal options.
Biggest changeAs of December 31, 2025, our customer engagement centers were located in the following countries: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ Multi-Client ​ Dedicated ​ Managed ​ Delivery ​ ​ Centers ​ Centers ​ Centers ​ Centers Australia — ​ — ​ 2 2 ​ Brazil 1 ​ — ​ — 1 ​ Bulgaria 2 ​ — ​ — 2 ​ Colombia ​ 1 ​ — ​ 1 ​ 2 ​ Egypt ​ 1 ​ — ​ — ​ 1 ​ Germany ​ — ​ — ​ 1 ​ 1 ​ Greece 1 ​ — ​ — 1 ​ India 3 ​ — ​ — 3 ​ Malaysia ​ 1 ​ — ​ — ​ 1 ​ Mexico 2 ​ — ​ — 2 ​ Philippines 12 ​ — ​ — 12 ​ Poland ​ 1 ​ 1 ​ — ​ 2 ​ South Africa 1 ​ 1 ​ 1 3 ​ Thailand ​ — ​ — ​ 1 ​ 1 ​ United Kingdom 1 ​ — ​ 3 4 ​ United States of America 6 ​ 8 ​ 2 16 ​ Total 33 10 11 54 ​ ​ 29 Table of Contents The leases for our customer engagement centers have remaining terms ranging from one to eight years and generally contain renewal options.
ITEM 2. PROPERTIES Our corporate headquarters are located in Greenwood Village, Colorado. In addition to our headquarters and the customer engagement centers used by our TTEC Engage segment discussed below, we also maintain sales and consulting offices in several countries around the world which serve our TTEC Digital segment.
ITEM 2. PROPERTIES Our principal place of business is located in Austin, Texas. In addition to our customer engagement centers used by our TTEC Engage segment discussed below, we also maintain sales and consulting offices in several countries around the world which serve our TTEC Digital segment.
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As of December 31, 2025, we operated 54 customer engagement centers that are classified as follows: ● Multi-Client Center — We lease space for these centers and serve multiple clients in each facility; ● Dedicated Center — We lease space for these centers and dedicate the entire facility to one client; and ● Managed Center — These facilities are leased or owned by our clients and we staff and manage these sites on behalf of our clients in accordance with facility management contracts.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMINE SAFETY DISCLOSURE S ​ Not applicable. ​ 30 Table of Contents PART I I ​
Biggest changeMINE SAFETY DISCLOSURE S ​ Not applicable. ​ PART I I ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeStock price performance shown on the graph below is not necessarily indicative of future price performance. 31 Table of Contents COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among TTEC Holdings, Inc., The NASDAQ Composite Index, The Russell 2000 Index, And Peer Groups ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2019 2020 2021 2022 2023 2024 TTEC Holdings, Inc. ​ $ 100 ​ $ 198 ​ $ 248 ​ $ 123 ​ $ 63 ​ $ 14 ​ NASDAQ Composite ​ $ 100 ​ $ 145 ​ $ 177 ​ $ 119 ​ $ 173 ​ $ 224 ​ Russell 2000 ​ $ 100 ​ $ 120 ​ $ 138 ​ $ 110 ​ $ 128 ​ $ 143 ​ Peer Group ​ $ 100 ​ $ 129 ​ $ 194 ​ $ 125 ​ $ 158 ​ $ 157 ​ ​ ​ ​ ​ ​ ​ ​ ITEM 6. ​ 32 Table of Contents
Biggest changeStock price performance shown on the graph below is not necessarily indicative of future price performance. 31 Table of Contents COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among TTEC Holdings, Inc., The NASDAQ Composite Index, The Russell 2000 Index, And Peer Groups ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 TTEC Holdings, Inc. ​ $ 100 ​ $ 125 ​ $ 62 ​ $ 32 ​ $ 7 ​ $ 5 ​ NASDAQ Composite ​ $ 100 ​ $ 122 ​ $ 82 ​ $ 119 ​ $ 154 ​ $ 187 ​ Russell 2000 ​ $ 100 ​ $ 115 ​ $ 91 ​ $ 107 ​ $ 119 ​ $ 134 ​ 2024 Peer Group ​ $ 100 ​ $ 150 ​ $ 97 ​ $ 124 ​ $ 124 ​ $ 100 ​ 2025 Peer Group ​ $ 100 ​ $ 150 ​ $ 96 ​ $ 123 ​ $ 123 ​ $ 99 ​ ​ ​ ​ ​ ​ ​ ​ ITEM 6. ​ 32 Table of Contents
During 2023 we declared and paid two $0.52 per share dividends on our common stock. In 2015, our Board of Directors adopted a dividend policy, with the intent to distribute a periodic cash dividend to stockholders of our common stock, after consideration of, among other things, TTEC’s performance, cash flows, capital needs and liquidity factors.
During 2024 we declared and paid a $0.06 per share dividend on our common stock. In 2015, our Board of Directors adopted a dividend policy, with the intent to distribute a periodic cash dividend to stockholders of our common stock, after consideration of, among other things, TTEC’s performance, cash flows, capital needs and liquidity factors.
(NASDAQ:CTSH), Concentrix (NASDAQ:CNXC), Globant S.A. (NYSE:GLOB), Teleperformance (NYSE Euronext:RCF) and Telus International (NYSE:TIXT). We believe that the companies in the Peer Group are relevant to our current business model, market capitalization and our two segments (Digital and Engage).
We believe that the companies in this Peer Group are relevant to our current business model, market capitalization and our two segments (Digital and Engage).The 2024 Peer Group included Accenture Plc (NASDAQ:ACN), Cognizant Technology Solutions Corp. (NASDAQ:CTSH), Concentrix (NASDAQ:CNXC), Globant S.A. (NYSE:GLOB), Teleperformance (NYSE Euronext:RCF) and Telus International (NYSE:TIXT).
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ Our common stock is traded on the NASDAQ Global Select Market under the symbol “TTEC.” As of December 31, 2024, we had 209 holders of record of our common stock and during 2024 we declared and paid a $0.06 per share dividend on our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ Our common stock is traded on the NASDAQ Global Select Market under the symbol “TTEC.” As of December 31, 2025, we had 207 holders of record of our common stock and during 2025 we did not declare any dividends on our common stock.
On November 4, 2024, the Board of Directors suspended the Company's semi-annual cash dividend as part of its ongoing shift to prioritize debt reduction associated with strategic acquisitions and other investments in the business. The Board of Directors currently does not intend to reconsider that decision until after the Special Committee completes its consideration of a possible Take Private Transaction.
On November 4, 2024, the Board of Directors suspended the Company's semi-annual cash dividend as part of its ongoing shift to prioritize debt reduction associated with strategic acquisitions and other investments in the business. In addition, our credit facility restricts our ability to pay dividends.
The graph assumes that $100 was invested on December 31, 2019 in our common stock and in each comparison index, and that all dividends were reinvested. We declared per share dividends on our common stock of $1.02 during 2022, $1.04 during 2023 and $0.06 during 2024.
We declared per share dividends on our common stock of $1.04 during 2023, $0.06 during 2024 and zero during 2025.
Stock Performance Graph The graph depicted below compares the performance of TTEC common stock with the performance of the NASDAQ Composite Index; the Russell 2000 Index; and customized peer group over the period beginning on December 31, 2019 and ending on December 31, 2024. We have chosen the Peer Group comprised of Accenture Plc (NASDAQ:ACN), Cognizant Technology Solutions Corp.
The Board has not authorized stock repurchases since 2017 and has no current plans to authorize additional repurchases in 2026. 30 Table of Contents Stock Performance Graph The graph depicted below compares the performance of TTEC common stock with the performance of the NASDAQ Composite Index; the Russell 2000 Index; and customized peer group over the period beginning on December 31, 2020 and ending on December 31, 2025.
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In addition, our credit facility restricts our ability to pay dividends in the event we are in default or do not satisfy certain covenants.
Added
We have chosen the 2025 Peer Group comprised of Accenture Plc (NASDAQ:ACN), Cognizant Technology Solutions Corp. (NASDAQ:CTSH), Concentrix (NASDAQ:CNXC), Globant S.A. (NYSE:GLOB), TaskUs, Inc. (NASDAQ: TASK), and Teleperformance (NYSE Euronext:RCF).
Removed
The Board has not authorized stock repurchases since 2017 and has no current plans to authorize additional repurchases in 2025.
Added
We believe that the companies in this Peer Group were relevant to our business model, market capitalization and our two segments (Digital and Engage). The graph assumes that $100 was invested on December 31, 2020 in our common stock and in each comparison index, and that all dividends were reinvested.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeBase 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.
Biggest changeBase rate loans bear interest at a rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) SOFR in effect on such day plus 1.0%. Base rate loans shall be based on the base rate, plus the applicable credit margin of 2.0% through September 30, 2026, increasing to 5.0% thereafter.
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.
The Company designs, builds, and operates technology-enabled customer experiences across live interaction channels and provides data-driven AI-enabled digital solutions to help clients improve customer satisfaction and loyalty, increase customer revenue and profitability, and optimize overall cost to serve.
We have historically renewed most of our contracts with our largest clients, but there can be no assurance that future contracts will be renewed or, if renewed, will be on terms as favorable as the existing contracts. 44 Table of Contents Cybersecurity Investments We have made and continue to make significant financial investments in technologies and processes to mitigate cybersecurity threats.
We have historically renewed most of our contracts with our largest clients, but there can be no assurance that future contracts will be renewed or, if renewed, will be on terms as favorable as the existing contracts. 43 Table of Contents Cybersecurity Investments We have made and continue to make significant financial investments in technologies and processes to mitigate cybersecurity threats.
The valuation of acquired assets will impact future operating results. The fair value of identifiable intangible assets is determined using an income approach on an individual asset basis. Specifically, we use the multi-period excess earnings method to determine the fair value of customer relationships and the relief-from-royalty approach to determine the fair value of the trade name.
The valuation of acquired assets will impact future operating results. The fair value of identifiable intangible assets is determined using an income approach on an individual asset basis. Specifically, we use the multi-period excess earnings method to determine the fair value of customer relationships and the relief-from-royalty approach to determine the fair value of trade names.
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 differentiator, including integrated CX technology and service solution, go-to-market strategies, and innovative offerings.
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 differentiator, including integrated AI-enabled CX technology and service solution, go-to-market strategies, and innovative offerings.
TTEC 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.
TTEC 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 AI and Analytics.
RESULTS OF OPERATIONS Year Ended December 31, 2024 Compared to December 31, 2023 The tables included in the following sections are presented to facilitate an understanding of Management’s Discussion and Analysis of Financial Condition and Results of Operations and present certain information by segment for the years ended December 31, 2024 and 2023 (amounts in thousands).
RESULTS OF OPERATIONS Year Ended December 31, 2025 Compared to December 31, 2024 The tables included in the following sections are presented to facilitate an understanding of Management’s Discussion and Analysis of Financial Condition and Results of Operations and present certain information by segment for the years ended December 31, 2025 and 2024 (amounts in thousands).
While there are no assurances, we believe our global cash is well protected given our cash management practices, banking partners and utilization of diversified bank deposit accounts and other high quality investments. 40 Table of Contents We have global operations that expose us to foreign currency exchange rate fluctuations that may positively or negatively impact our liquidity.
While there are no assurances, we believe our global cash is well protected given our cash management practices, banking partners and utilization of diversified bank deposit accounts and other high-quality investments. We have global operations that expose us to foreign currency exchange rate fluctuations that may positively or negatively impact our liquidity.
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.
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 digital first AI-enabled CX operational and managed services to support large, complex enterprise clients’ end-to-end customer interactions at scale across the world.
The anticipated level of 2025 expenditures are primarily driven by facilities refreshes and maintenance, site optimizations, IT network modernization and PC refreshes, digital product development and ongoing site expansions/new sites but not at the same level as the prior year. We may consider restructurings, dispositions, mergers, acquisitions and other similar transactions.
The anticipated level of 2026 expenditures are primarily driven by facilities refreshes and maintenance, site optimizations, IT network modernization and PC refreshes, digital product development and ongoing site expansions/new sites but not at the same level as the prior year. We may consider restructurings, dispositions, mergers and other similar transactions.
During 2024, TTEC Digital and TTEC Engage delivered onshore, nearshore, and offshore services in 22 countries on six continents -- the United States, Australia, Belgium, Brazil, Bulgaria, Canada, Colombia, Costa Rica, Egypt, Germany, Greece, Honduras, India, Ireland, Mexico, the Netherlands, New Zealand, the Philippines, Poland, South Africa, Thailand, and the United Kingdom with contributions from approximately 52,000 customer care associates, consultants, technologists, and CX professionals.
During 2025, TTEC Digital and TTEC Engage 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 51,000 customer care associates, consultants, technologists, and CX professionals.
Interest Expense Interest expense includes interest expense, amortization of debt issuance costs associated with our Credit Facility, and the accretion of deferred payments associated with our acquisitions. 38 Table of Contents Other Income The main components of other income are miscellaneous income not directly related to our operating activities, such as foreign exchange gains and reductions in our contingent consideration.
Interest Expense Interest expense includes interest expense, amortization of debt issuance costs associated with our Credit Facility, and the accretion of deferred payments associated with our acquisitions. Other Income The main components of other income are miscellaneous income not directly related to our operating activities, such as foreign exchange gains and reductions in our contingent consideration.
However, if our access to capital is restricted or our borrowing costs increase, however, our operations and financial condition could be adversely impacted. We manage a centralized global treasury function in the United States with a focus on safeguarding and optimizing the use of our global cash and cash equivalents.
However, if our access to capital is restricted or our borrowing costs increase, our operations and financial condition could be adversely impacted. 39 Table of Contents We manage a centralized global treasury function in the United States with a focus on safeguarding and optimizing the use of our global cash and cash equivalents.
Goodwill and Indefinite-Lived Intangible Assets We evaluate goodwill and indefinite-lived intangible assets for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We use a two-step process to assess the realizability of goodwill.
Goodwill and Indefinite-Lived Intangible Assets We evaluate goodwill and indefinite-lived intangible assets for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. 36 Table of Contents We use a two-step process to assess the realizability of goodwill.
Our cash is held in the U.S. in U.S. dollars, and outside of the U.S. in U.S. dollars and foreign currencies. We expect to use our cash to fund working capital, global operations, dividends, acquisitions, and other strategic activities.
Our cash is held in the U.S. in U.S. dollars, and outside of the U.S. in U.S. dollars and foreign currencies. We expect to use our cash to fund working capital, global operations, and other strategic activities.
In making this judgment, we consider all available evidence, both positive and negative, in determining whether, based on the weight of that evidence, a valuation allowance is required. 36 Table of Contents We follow a two-step approach to recognizing and measuring uncertain tax positions.
In making this judgment, we consider all available evidence, both positive and negative, in determining whether, based on the weight of that evidence, a valuation allowance is required. We follow a two-step approach to recognizing and measuring uncertain tax positions.
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.
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 digital first delivery model covers the entire solution lifecycle including associate recruitment, onboarding, training, delivery, workforce management and quality assurance.
Restructuring Charges, Net Restructuring charges, net primarily include costs incurred in conjunction with reductions in force or decisions to exit facilities, including termination benefits and lease liabilities, net of expected sublease rentals. Impairment Losses Impairment losses include costs related to impairment of right-of-use assets, leasehold improvement assets, internally developed software, and certain computer equipment.
Restructuring Charges, Net Restructuring charges, net primarily include costs incurred in conjunction with reductions in force or decisions to exit facilities, including termination benefits and lease liabilities, net of expected sublease rentals. 37 Table of Contents Impairment Losses Impairment losses include costs related to impairment of goodwill, right-of-use assets, leasehold improvement assets, internally developed software, and certain computer equipment.
We continue to selectively retain and grow capacity and expand into new offshore markets, while maintaining appropriate capacity onshore. As we grow our offshore delivery capabilities and our exposure to foreign currency fluctuation increases, we will continue to actively manage this risk via a multi-currency hedging program designed to minimize operating margin volatility.
We continue to selectively retain and grow offshore capacity, while maintaining appropriate capacity onshore. As we grow our offshore delivery capabilities and our exposure to foreign currency fluctuation increases, we will continue to actively manage this risk via a multi-currency hedging program designed to minimize operating margin volatility.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 29, 2024 and is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025 and is incorporated herein by reference.
After consideration for the current level of availability based on the covenant calculations, our remaining borrowing capacity was approximately $225 million as of December 31, 2024. As of December 31, 2024, we were in compliance with all covenants and conditions under our Credit Facility.
After consideration for the current level of availability based on the covenant calculations, our remaining borrowing capacity was approximately $95 million as of December 31, 2025. As of December 31, 2025, we were in compliance with all covenants and conditions under our Credit Facility.
As of December 31, 2024, TTEC served over 715 clients across targeted industry verticals, including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.
As of December 31, 2025, TTEC served over 720 clients across targeted industry verticals, including financial services, healthcare, public sector, communications, technology, media, entertainment, travel and hospitality, automotive and retail.
Without these items our effective tax rate for the year ended December 31, 2023 would have been 22.7%. Year Ended December 31, 2023 compared to December 31, 2022 For a discussion of our results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see Part II. Item 7.
Without these items our effective tax rate for the year ended December 31, 2024 would have been 40.9% Year Ended December 31, 2024 compared to December 31, 2023 For a discussion of our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see Part II. Item 7.
Some of the contracts with our five largest clients expire between 2025 and 2027, but many of our largest clients have multiple contracts with us with different expiration dates for different lines of work.
Some of the contracts with our five largest clients expire between 2026 and 2029, but many of our largest clients have multiple contracts with us with different expiration dates for different lines of work.
We believe that free cash flow is useful to our investors because it measures, during a given period, the amount of cash generated that is available for debt obligations and investments other than purchases of property, plant and equipment.
Presentation of Non-GAAP Measurements Free Cash Flow Free cash flow is a non-GAAP liquidity measurement. We believe that free cash flow is useful to our investors because it measures, during a given period, the amount of cash generated that is available for debt obligations and investments other than purchases of property, plant and equipment.
If the qualitative assessment indicates the fair value of the reporting unit is in excess of its carrying value, no further testing is required. 37 Table of Contents If a qualitative assessment indicates that a significant decline to fair value of a reporting unit is more likely than not, or if a reporting unit’s fair value has historically been closer to its carrying value, we will proceed to Step 1 testing where we calculate the fair value of a reporting unit based on discounted future probability-weighted cash flows.
If a qualitative assessment indicates that a significant decline to fair value of a reporting unit is more likely than not, or if a reporting unit’s fair value has historically been closer to its carrying value, we proceed to Step 1 testing where we calculate the fair value of a reporting unit based on discounted future probability-weighted cash flows.
Approximately 51% of these expected capital expenditures are to support growth in our business and 49% relate to the maintenance of existing assets.
Approximately 60% of these expected capital expenditures are to support growth in our business and 40% relate to the maintenance of existing assets.
Revenue for TTEC Engage provided in these offshore locations represented 34% of our 2024 revenue, as compared to 31% of our 2023 revenue. 34 Table of Contents Our seat utilization is defined as the total number of utilized workstations compared to the total number of available production workstations.
Revenue for TTEC Engage provided in these offshore locations represented 36% of our 2025 revenue, as compared to 34% of our 2024 revenue. Our seat utilization is defined as the total number of utilized workstations compared to the total number of available production workstations.
Liquidity and Capital Resources Our principal sources of liquidity are our cash generated from operations, our cash and cash equivalents, and borrowings under our Credit Facility (as defined below). During the year ended December 31, 2024, we generated negative operating cash flows of ($58.8) million.
Liquidity and Capital Resources Our principal sources of liquidity are our cash generated from operations, our cash and cash equivalents, and borrowings under our Credit Facility (as defined below). During the year ended December 31, 2025, we generated positive operating cash flows of $121.1 million.
These clients currently represent approximately 6% of our total annual revenue. We believe these contracts are negotiated on an arm’s-length basis and may be negotiated at different times and with different legal entities. 42 Table of Contents Future Capital Requirements We expect total capital expenditures in 2025 to be between 2.2% and 2.4% of revenue.
These clients currently represent approximately 8% of our total annual revenue. We believe these contracts are negotiated on an arm’s-length basis and may be negotiated at different times and with different legal entities. Future Capital Requirements We expect total capital expenditures in 2026 to be between 1.8% and 2.0% of revenue.
The following table reconciles net cash provided by operating activities to free cash flow for our consolidated results (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 ​ Net cash (used in) provided by operating activities ​ ​ $ (58,818) ​ $ 144,765 ​ Less: Purchases of property, plant and equipment ​ ​ 45,173 ​ 67,839 ​ Free cash flow ​ ​ $ (103,991) ​ $ 76,926 ​ ​ Obligations and Future Capital Requirements At December 31, 2024, our future contractual obligations were related primarily to debt, leases and income taxes.
The following table reconciles net cash provided by operating activities to free cash flow for our consolidated results (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ Net cash (used in) provided by operating activities ​ ​ $ 121,075 ​ $ (58,818) ​ Less: Purchases of property, plant and equipment ​ ​ 38,109 ​ 45,173 ​ Free cash flow ​ ​ $ 82,966 ​ $ (103,991) ​ ​ Obligations and Future Capital Requirements At December 31, 2025, our future contractual obligations were related primarily to debt, leases and income taxes.
See the following footnotes in Part II. Item 8. Financial Statements and Supplementary Data: Note 10 Income Taxes, Note 12 Indebtedness, Note 13 Commitments and Contingencies and Note 15 Leases for a discussion of the obligation and timing of required payments. Purchase Obligations Occasionally we contract with certain of our communications clients to provide us with telecommunication services.
Financial Statements and Supplementary Data: Note 10 Income Taxes, Note 12 Indebtedness, Note 13 Commitments and Contingencies and Note 15 Leases for a discussion of the obligation and timing of required payments. 41 Table of Contents Purchase Obligations Occasionally we contract with certain of our communications clients to provide us with telecommunication services.
A qualitative assessment also includes analyzing the excess fair value of a reporting unit over its carrying value from impairment assessments performed in previous years.
A qualitative assessment also includes analyzing the excess fair value of a reporting unit over its carrying value from impairment assessments performed in previous years. If the qualitative assessment indicates the fair value of the reporting unit is in excess of its carrying value, no further testing is required.
Included in the operating income was amortization related to acquired intangibles of $16.6 million and $17.4 million for the years ended December 31, 2024 and 2023, respectively.
Included in the operating income/(loss) was amortization related to acquired intangibles of $14.7 million and $16.6 million for the years ended December 31, 2025 and 2024, respectively.
We also invest to broaden our CX product and service capabilities, increase our global client base and industry expertise, expand our geographic footprint to the needs of our global clientele, and further scale our integrated solutions within and between our TTEC Digital and TTEC Engage segments. 33 Table of Contents Cybersecurity Incident In 2021, TTEC experienced two significant cybersecurity incidents.
We also invest to broaden our CX product and service capabilities, increase our global client base and industry expertise, expand our geographic footprint to the needs of our global clientele, and further scale our integrated solutions within and between our TTEC Digital and TTEC Engage segments.
We reinvest our cash flows to grow our client base, expand our infrastructure, for investment in research and development, for strategic acquisitions, and to pay dividends. Cash Flows from Operating Activities For the years 2024 and 2023 we reported net cash flows (used in)/provided by operating activities of ($58.8) million and $144.8 million, respectively.
We reinvest our cash flows to grow our client base, expand our infrastructure, and for investment in research and development. 40 Table of Contents Cash Flows from Operating Activities For the years 2025 and 2024 we reported net cash flows provided by/(used in) operating activities of $121.1 million and ($58.8) million, respectively.
Performance obligation is the unit of accounting for revenue recognition under the provisions of ASC Topic 606, “Revenue from Contracts with Customers” and all related amendments (“ASC 606”). A contract’s transaction price is allocated to each distinct performance obligation in recognizing revenue.
Performance obligation is the unit of accounting for revenue recognition under the provisions of ASC Topic 606, “Revenue from Contracts with Customers” and all related amendments (“ASC 606”).
Without these items our effective tax rate for the year ended December 31, 2024 would have been 40.9%. For the year ended December 31, 2023, our effective tax rate was 55.2%.
Without these items our effective tax rate for the year ended December 31, 2025 would have been 37.1%. For the year ended December 31, 2024, our effective tax rate was (31.3)%.
The business process outsourcing (“BPO”) inbound and outbound service fees are based on either a per minute, per hour, per FTE, per transaction or per call basis, which represents the majority of our contracts.
A contract’s transaction price is allocated to each distinct performance obligation in recognizing revenue. 34 Table of Contents The business process outsourcing (“BPO”) inbound and outbound service fees are based on either a per minute, per hour, per FTE, per transaction or per call basis, which represents the majority of our contracts.
TTEC Engage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ 2024 2023 $ Change % Change ​ Revenue ​ $ 1,748,569 ​ $ 1,975,935 ​ $ (227,366) (11.5) % ​ Operating Income ​ (197,211) ​ 88,175 ​ (285,386) (323.7) % ​ Operating Margin ​ (11.3) % 4.5 % ​ ​ ​ ​ ​ ​ ​ The decrease in revenue for the TTEC Engage segment is explained by a long tenured client exiting a large line of business supported by TTEC, lower demand from select large onshore enterprise clients due to clients’ continued conservative management of discretionary spending influenced by a challenging macro-economic environment and delays attributable to launching new and larger awarded contracts.
TTEC Engage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Revenue ​ $ 1,667,698 ​ $ 1,748,569 ​ $ (80,871) (4.6) % ​ Operating Income/(Loss) ​ 60,675 ​ (197,211) ​ 257,886 130.8 % ​ Operating Margin ​ 3.6 % (11.3) % ​ ​ ​ ​ ​ ​ ​ The decrease in revenue for the TTEC Engage segment is explained by a long tenured client exiting a large line of business supported by TTEC, lower demand from select large onshore enterprise clients due to clients’ continued conservative management of discretionary spending influenced by a challenging macro-economic environment and delays attributable to launching new and larger awarded contracts. 38 Table of Contents The operating income/(loss) change was primarily attributable to the goodwill impairment of $233.5 million in 2024 and lower restructuring expenses.
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 upfront fee payable to consenting lenders is 20 basis points of the revolving credit commitment. 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.
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 bear interest at a rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) SOFR in effect on such day plus 1.0%. Base rate loans shall be based on the base rate, plus the applicable credit margin of 2.0% through September 30, 2026, increasing to 5.0% thereafter.
With the exception of training, which is not considered to have value to the customer on a stand-alone basis, and is typically billed upfront and deferred, the remainder of revenue is invoiced on a monthly or quarterly basis as services are performed and does not create a contract asset or liability. 35 Table of Contents In addition to revenue from BPO services, revenue also consists of fees from services for program launch, professional consulting, fully-hosted or managed technology and learning innovation services.
With the exception of training, which is not considered to have value to the customer on a stand-alone basis, and is typically billed upfront and deferred, the remainder of revenue is invoiced on a monthly or quarterly basis as services are performed and does not create a contract asset or liability.
The effective tax rate for 2023 was impacted by earnings in international jurisdictions currently under an income tax holiday, $1.8 million of expense related to changes in tax contingent liabilities, $11.6 million of expense related to changes in valuation allowances and related deferred tax liabilities, a $1.9 million benefit related to acquisitions, a $5.1 million benefit related to restructuring charges, a $4.2 million benefit related to equity-based compensation, a $9.3 million benefit related to the amortization of purchased intangibles, and $0.7 million of other tax benefits.
The effective tax rate for 2025 was impacted by earnings in international jurisdictions currently under an income tax holiday, a $7.1 million benefit related to changes in tax contingent liabilities, a $12.5 million benefit related to restructuring and impairment charges, $2.3 million of expense related to recovery of foreign tax receivables and $0.9 million of other tax expense.
The amount of capital required over the next 12 months will depend on our levels of investment in infrastructure necessary to maintain, upgrade or replace existing assets. Our working capital and capital expenditure requirements could also increase materially in the event of acquisitions or joint ventures, among other factors.
The amount of capital required over the next 12 months will depend on our levels of investment in infrastructure necessary to maintain, upgrade or replace existing assets. Our working capital and capital expenditure requirements could also increase materially, as business requirements evolve. These factors could require that we raise additional capital through future debt or equity financing.
As of December 31, 2024, the total production workstations for TTEC Engage was 30,075 and the overall capacity utilization in our centers was 70% versus 76% in the prior year period. The decline was primarily driven by decreased seat reservations in the Philippines and U.S., partially offset by footprint reductions in the U.S.
As of December 31, 2025, the total production workstations for TTEC Engage was 26,750 and the overall capacity utilization in our centers was 73% versus 70% in the prior year period. The increase was due to seat reductions in the U.S. and the Philippines, partially offset by reduced client forecasts.
Included in the year ended December 31, 2024 was a net $15.5 million gain related to the sale of our real estate asset in Englewood, CO.
Included in the year ended December 31, 2024 was a net $15.5 million gain related to the sale of our real estate asset in Englewood, Colorado. Income Taxes The reported effective tax rate for 2025 was (8.7)% as compared to (31.3)% for 2024.
The net decrease in cash used in investing activities from 2023 to 2024 was due to the $45.5 million sale of a real estate asset and a $22.7 million decrease in capital expenditures.
The net increase in cash used in investing activities from 2024 to 2025 was primarily due to the $45.5 million sale of a real estate asset that occurred in 2024 offset by a $7.1 million decrease in capital expenditures for the year ended December 31, 2025.
The termination of the accounts receivable factoring agreement negatively impacted our cash flows by $(101.2) million for the year ended December 31, 2024. We believe that our cash generated from operations, existing cash and cash equivalents, and available credit will be sufficient to meet expected operating and capital expenditure requirements for the next 12 months.
We believe that our cash generated from operations, existing cash and cash equivalents, and available credit will be sufficient to meet expected operating and capital expenditure requirements for the next 12 months.
Our revenue for fiscal 2024 was $2,208 billion, of which approximately $459 million, or 21%, was generated from our TTEC Digital segment and $1,749 billion, or 79%, was generated from our TTEC Engage segment.
Our revenue for fiscal 2025 was $2,137 million, of which approximately $469 million, or 22%, was generated from our TTEC Digital segment and $1,668 million, or 78%, was generated from our TTEC Engage segment.
The Credit Agreement also permits the utilization of up to $100 million in letters of credit to be used in the business. 43 Table of Contents The 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.
The Credit Agreement contains customary affirmative, negative, and financial covenants. 42 Table of Contents The 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.
Such transactions could include the transfer, sale or acquisition of significant assets, businesses or interests, including joint ventures or the incurrence, assumption, or refinancing of indebtedness and could be material to the consolidated financial condition and consolidated results of our operations. Our capital expenditures requirements could also increase materially in the event of an acquisition or joint venture.
Such transactions could include the transfer or sale of significant assets, businesses or interests, including joint ventures or the incurrence, assumption, or refinancing of indebtedness and could be material to the consolidated financial condition and consolidated results of our operations. These factors could require that we raise additional capital through future debt or equity financing.
The contracts containing these service offerings may contain multiple performance obligations. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract.
For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. For these services, the point at which the transfer of control occurs determines when revenue is recognized in a specific reporting period.
These factors could require that we raise additional capital through future debt or equity financing. We can provide no assurance that we will be able to raise additional capital with commercially reasonable terms acceptable to us. The following discussion highlights our cash flow activities during the years ended December 31, 2024 and 2023.
We can provide no assurance that we will be able to raise additional capital with commercially reasonable terms acceptable to us. The following discussion highlights our cash flow activities during the years ended December 31, 2025 and 2024. Cash and Cash Equivalents We consider all liquid investments purchased within 90 days of their original maturity to be cash equivalents.
For instance, in early 2024, one of our top five clients notified us that it is exiting one of the lines of business that we support. We believe the risk of this concentration is mitigated, in part, by the long-term contracts we have with our largest clients.
We believe the risk of this concentration is mitigated, in part, by the long-term contracts we have with our largest clients.
Cash and Cash Equivalents We consider all liquid investments purchased within 90 days of their original maturity to be cash equivalents. Our cash and cash equivalents totaled $85.0 million and $172.7 million as of December 31, 2024 and 2023, respectively. We diversify the holdings of such cash and cash equivalents considering the financial condition and stability of the counterparty institutions.
Our cash and cash equivalents totaled $82.9 million and $85.0 million as of December 31, 2025 and 2024, respectively. We diversify the holdings of such cash and cash equivalents considering the financial condition and stability of the counterparty institutions.
The decrease of $203.6 million from 2023 to 2024 was due to a $146.8 million decrease in net working capital primarily due to the termination of the accounts receivable factoring agreement and a $56.8 million decrease in net cash income from operations. 41 Table of Contents Cash Flows from Investing Activities For the years 2024 and 2023, we reported net cash flows (used in)/provided by investing activities of $0.5 million and ($67.6) million, respectively.
The increase of $179.9 million from 2024 to 2025 was due to a $169.5 million increase in net working capital and a $10.4 million increase in net cash income from operations. Cash Flows from Investing Activities For the years 2025 and 2024, we reported net cash flows (used in)/provided by investing activities of ($33.6) million and $0.5 million, respectively.
The decrease in revenue was comprised of a $27.9 million, or 5.7%, decrease for TTEC Digital and a $227.4 million, or 11.5%, decrease for TTEC Engage. Our 2024 income/(loss) from operations decreased $291.5 million to ($173.5) million, or (7.9)% of revenue, from $118.0 million which was 4.8% of revenue for 2023.
The decrease in revenue was comprised of a $10.1 million, or 2.2%, increase for TTEC Digital and a $80.9 million, or 4.6%, decrease for TTEC Engage. 33 Table of Contents Our 2025 income/(loss) from operations increased $56.4 million to ($117.1) million, or (5.5)% of revenue, from ($173.5) million which was (7.9)% of revenue for 2024.
The launch of large client contracts may result in short-term negative working capital because of the time period between incurring the costs for training and launching the program and the beginning of the accounts receivable collection process. As a result, we may sometimes generate negative cash flows from operating activities.
We can provide no assurance that we will be able to raise additional capital upon commercially reasonable terms acceptable to us. The launch of large client contracts may result in short-term negative working capital because of the time period between incurring the costs for training and launching the program and the beginning of the accounts receivable collection process.
Cash Flows from Financing Activities For the years 2024 and 2023, we reported net cash flows (used in)/provided by financing activities of ($38.3) million and ($68.2) million, respectively.
Cash Flows from Financing Activities For the years 2025 and 2024, we reported net cash flows used in financing activities of $83.3 million and $38.3 million, respectively. The change in net cash flows from 2024 to 2025 was primarily due to a $50.0 million net change in the line of credit.
Income Taxes Accounting for income taxes 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 or tax returns.
Such capitalized contract acquisition costs are periodically reviewed for impairment taking into consideration ongoing future cash flows expected from the contract and estimated remaining useful life of the contract. 35 Table of Contents Income Taxes Accounting for income taxes 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 or tax returns.
Free Cash Flow Free cash flow (see “Presentation of Non-GAAP Measurements” below for the definition of free cash flow) was ($104.0) million and $76.9 million for the years 2024 and 2023, respectively.
Free Cash Flow Free cash flow (see “Presentation of Non-GAAP Measurements” below for the definition of free cash flow) was $83.0 million and ($104.0) million for the years 2025 and 2024, respectively. The increase from 2024 to 2025 was primarily due to an increase in working capital, an increase in net cash income and lower capital expenditures.
It was partially offset by an increase of 9.1% in recurring revenue. The operating income reduction is primarily attributable to the lower revenue, revenue mix and talent to support the diversifications of our offerings. The operating income as a percentage of revenue decreased to 5.2% in 2024 as compared to 6.1% in 2023.
It was partially offset by a decrease in recurring and professional services revenue. The operating income/(loss) reduction is primarily attributable to a $205.4 million goodwill impairment charge. The operating income/(loss) as a percentage of revenue decreased to (37.9)% in 2025 as compared to 5.2% in 2024.
During 2024, we completed a Step 1 goodwill analysis and determined that for all three reporting units the estimated fair value exceeds the carrying value.
During 2025, we completed a Step 1 goodwill analysis and determined that for two of the three reporting units the estimated fair value exceeds the carrying value. The resulting fair value of the Digital Recurring reporting unit decreased below its carrying value, which resulted in recording an impairment charge.
Included in the operating income was amortization expense related to acquired intangibles of $16.4 million and $18.2 million for the years ended December 31, 2024 and 2023, respectively. Interest Income (Expense) Interest income decreased to $2.7 million in 2024 from $5.2 million in 2023.
As a result, the operating income/(loss) as a percentage of revenue increased to 3.6% in 2025 as compared to (11.3)% in the prior period. Included in the operating income/(loss) was amortization expense related to acquired intangibles of $16.3 million and $16.4 million for the years ended December 31, 2025 and 2024, respectively.
During 2024, 2023 and 2022, borrowings accrued interest at an average rate of approximately 7.5%, 6.7%, and 3.1% per annum, respectively, excluding unused commitment fees. Our daily average borrowings during 2024, 2023 and 2022 were $1,050.3 million, $1,072.4 million and $1,037.4 million, respectively.
As of December 31, 2025 and 2024, we had borrowings of $905.0 million and $975.0 million, respectively, under the Credit Facility. During 2025, 2024 and 2023, borrowings accrued interest at an average rate of approximately 7.0%, 7.5%, and 6.7% per annum, respectively, excluding unused commitment fees.
The term of the Credit Facility remains unchanged through November 23, 2026. As of December 31, 2024 and 2023, we had borrowings of $975.0 million and $995.0 million, respectively, under our Credit Facility, and our average daily utilization was $1,050.3 million and $1,072.4 million for the years ended December 31, 2024 and 2023, respectively.
The upfront fee payable to consenting lenders is 20 basis points of the revolving credit commitment. As of December 31, 2025 and 2024, we had borrowings of $905.0 million and $975.0 million, respectively, under our Credit Facility, and our average daily utilization was $982.9 million and $1,050.3 million for the years ended December 31, 2025 and 2024, respectively.
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.
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. Indebtedness under the Credit Agreement is guaranteed by the Company’s present and future subsidiaries.
TTEC Digital ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ 2024 2023 $ Change % Change ​ Revenue ​ $ 459,018 ​ $ 486,882 ​ $ (27,864) (5.7) % ​ Operating Income ​ 23,691 ​ 29,846 ​ (6,155) (20.6) % ​ Operating Margin ​ 5.2 % 6.1 % ​ ​ ​ ​ ​ ​ ​ The decrease in revenue for the TTEC Digital segment was driven by lower one-time on-premise related revenue and professional services revenue.
TTEC Digital ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Revenue ​ $ 469,201 ​ $ 459,018 ​ $ 10,183 2.2 % ​ Operating Income/(Loss) ​ (177,820) ​ 23,691 ​ (201,511) (850.6) % ​ Operating Margin ​ (37.9) % 5.2 % ​ ​ ​ ​ ​ ​ ​ The increase in revenue for the TTEC Digital segment was driven by higher one-time on-premise related revenue.
As of December 31, 2024, and 2023, based on the current level of availability based on the covenant calculations, the remaining borrowing capacity was approximately $225 million and $90 million, respectively. Client Concentration During 2024, only one of our clients represented more than 10% of our total annual revenue.
Our daily average borrowings during 2025, 2024 and 2023 were $982.9 million, $1,050.3 million and $1,072.4 million, respectively. As of December 31, 2025, and 2024, based on the current level of availability based on the covenant calculations, the remaining borrowing capacity was approximately $95 million and $225 million, respectively.
The relative contribution of any single client to consolidated earnings is not always proportional to the relative revenue contribution on a consolidated basis and varies greatly based upon specific contract terms. In addition, clients may adjust business volumes served by us based on their business requirements.
We have long-term relationships with our top five Engage clients, ranging from 6 to 26 years, with all of these clients having completed multiple contract renewals with us. The relative contribution of any single client to consolidated earnings is not always proportional to the relative revenue contribution on a consolidated basis and varies greatly based upon specific contract terms.
Our offshore customer experience centers spanning 15 countries serve clients based in the U.S. and in other countries with 24,000 workstations representing 80% of our global delivery capabilities.
Income/(loss) from operations in 2025 and 2024 included a total of $213.3 million and $254.2 million of restructuring and asset impairments, respectively. Our offshore customer experience centers spanning 13 countries serve clients based in the U.S. and in other countries with 22,200 workstations representing 83% of our global delivery capabilities.
The change in operating income is attributable to an impairment of goodwill and a number of different factors across the segments. The TTEC Digital segment’s operating income declined 20.6%, or $6.2 million over last year primarily attributable to the lower revenue, revenue mix and investment in talent to support the diversifications of our offerings.
The increase in operating income/(loss) margin is due to the lower impairment charges and other factors across both segments. The TTEC Digital segment’s operating income/(loss) declined $201.5 million over last year primarily due to an impairment of goodwill. The TTEC Engage operating income/(loss) increased $257.9 million, compared to the prior year due to lower impairment expenses.
Additional information with respect to our segments and geographic footprint is included in Part II, Item 8. Financial Statements and Supplementary Data, Note 3 to the Consolidated Financial Statements. Our 2024 Financial Results In 2024, our revenue decreased 10.4% over 2023 to $2,208 million, including a decrease of 0.1%, or $2.6 million due to foreign currency fluctuations.
Our 2025 Financial Results In 2025, our revenue decreased 3.4% from 2024 to $2,137 million, including an increase of 0.1%, or $2.6 million due to foreign currency fluctuations.
Interest expense increased to $84.3 million during 2024 from $78.3 million during 2023, primarily due to higher interest rates. 39 Table of Contents Other Income (Expense), Net For the year ended December 31, 2024 Other income (expense), net increased to a net income of $18.6 million from a net expense of $4.1 million during the prior year.
Other Income (Expense), Net For the year ended December 31, 2025 Other income (expense), net decreased to a net income of $9.2 million from a net income of $18.6 million during the prior year. Included in the year ended December 31, 2025 was a $10.4 million gain related to a recovery of an aged VAT receivable.
Our five largest clients accounted for 32% and 36% of our annual revenue for each of the two years ended December 31, 2024 and 2023, respectively. We have long-term relationships with our top five Engage clients, ranging from 5 to 25 years, with all of these clients having completed multiple contract renewals with us.
Client Concentration During 2025, only one of our clients represented more than 10% of our total annual revenue. Our five largest clients accounted for 31% and 32% of our annual revenue for each of the two years ended December 31, 2025 and 2024, respectively.
Removed
One involved a global supply chain compromise that impacted thousands of companies worldwide, including a TTEC Digital subsidiary and its managed services clients. Another involved a ransomware attack that temporarily disrupted the TTEC Engage business. The temporary operational disruptions that occurred due to these incidents did not have a long-term impact on our results of operations.
Added
Smaller Reporting Company Status We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
Removed
During 2022, 2023 and 2024, TTEC has made significant investments to enhance our information technology environment, our operational governance of our information technology system, and our data governance practices. See Part I, Item 1C Cybersecurity.
Added
As a smaller reporting company, we are eligible to provide scaled disclosures in our filings with the SEC, the Company elected not to avail itself of this relief in this Annual Report on Form 10-K and will continue to provide the same level of disclosures as in its most recent fiscal periods.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

14 edited+3 added−2 removed15 unchanged
Biggest changeDollar ​ ​ % 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Local ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ U.S.
Biggest changeDollar ​ % 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 December 31, 2025 and December 31, 2024.
If the Prime Rate or SOFR increased by 100 basis points, there would be $1.0 million of additional interest expense per $100.0 million of outstanding borrowing under the Credit Agreement. 45 Table of Contents Foreign Currency Risk Our subsidiaries in Bulgaria, Colombia, Egypt, Honduras, India, Mexico, the Philippines, Poland and South Africa use the local currency as their functional currency for paying labor and other operating costs.
If the Prime Rate or SOFR increased by 100 basis points, there would be $1.0 million of additional interest expense per $100.0 million of outstanding borrowing under the Credit Agreement. 44 Table of Contents Foreign Currency Risk Our subsidiaries in the Philippines, Mexico, India, Bulgaria, Colombia, South Africa, Egypt, Honduras, and Poland use the local currency as their functional currency for paying labor and other operating costs.
We recorded net gains/(losses) of $2.6 million, $4.0 million, and $(2.9) million for settled cash flow hedge contracts for the years ended December 31, 2024, 2023, and 2022, respectively. These gains/(losses) were reflected in Revenue in the accompanying Consolidated Statements of Comprehensive Income (Loss).
We recorded net gains/(losses) of $0.9 million, $2.6 million, and $4.0 million for settled cash flow hedge contracts for the years ended December 31, 2025, 2024, and 2023, respectively. These gains/(losses) were reflected in Revenue in the accompanying Consolidated Statements of Comprehensive Income (Loss).
We do not currently engage in hedging activities related to these types of foreign currency risks because we believe them to be insignificant as we endeavor to settle these accounts on a timely basis. For the years ended 2024 and 2023, approximately 15% and 14%, respectively, of revenue was derived from contracts denominated in currencies other than the U.S. Dollar.
We do not currently engage in hedging activities related to these types of foreign currency risks because we believe them to be insignificant as we endeavor to settle these accounts on a timely basis. For the years ended 2025 and 2024, approximately 16% and 15%, respectively, of revenue was derived from contracts denominated in currencies other than the U.S. Dollar.
Our results of operations and revenue could be adversely affected if the U.S. Dollar strengthens significantly against foreign currencies. 47 Table of Contents Fair Value of Debt and Equity Securities We did not have any investments in marketable debt or equity securities as of December 31, 2024 or 2023. ​ ITEM 8.
Our results of operations and revenue could be adversely affected if the U.S. Dollar strengthens significantly against foreign currencies. 46 Table of Contents Fair Value of Debt and Equity Securities We did not have any investments in marketable debt or equity securities as of December 31, 2025 or 2024. ​ ITEM 8.
Failure to successfully hedge or anticipate currency risks properly could adversely affect our consolidated operating results. 46 Table of Contents Our cash flow hedging instruments as of December 31, 2024 and 2023 are summarized as follows (in thousands).
Failure to successfully hedge or anticipate currency risks properly could adversely affect our consolidated operating results. 45 Table of Contents Our cash flow hedging instruments as of December 31, 2025 and 2024 are summarized as follows (in thousands).
For the years ended December 31, 2024, 2023 and 2022, revenue associated with this foreign exchange risk was 20%, 19% and 20% of our consolidated revenue, respectively.
For the years ended December 31, 2025, 2024 and 2023, revenue associated with this foreign exchange risk was 23%, 20% and 19% of our consolidated revenue, respectively.
Based upon average daily outstanding borrowings during the years ended December 31, 2024 and 2023, interest accrued at a rate of approximately 7.5% and 6.7% per annum, respectively.
Based upon average daily outstanding borrowings during the years ended December 31, 2025 and 2024, interest accrued at a rate of approximately 7.0% and 7.5% per annum, respectively.
Interest Rate Risk The interest rate on our Credit Agreement is variable based upon the Prime Rate and SOFR and, therefore, is affected by changes in market interest rates. As of December 31, 2024, we had $975.0 million of outstanding borrowings under the Credit Agreement.
Interest Rate Risk The interest rate on our Credit Agreement is variable based upon the Prime Rate and SOFR (in each case as defined in the Credit Agreement) and, therefore, is affected by changes in market interest rates. As of December 31, 2025, we had $905.0 million of outstanding borrowings under the Credit Agreement.
The fair value of our cash flow hedges decreased by $11.9 million from December 31, 2023 to December 31, 2024. The decrease in fair value from December 31, 2023 primarily reflects changes in the currency translation between the U.S. dollar and Mexican Peso and U.S. dollar and Philippines Peso.
The fair value of our cash flow hedges increased by $3.9 million from December 31, 2024 to December 31, 2025. The increase in fair value from December 31, 2024 primarily reflects changes in the currency translation between the U.S. dollar and Mexican Peso and U.S. dollar and Philippines Peso.
The fair value of our cash flow hedges at December 31, 2024 was a net asset (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maturing in the ​ ​ December 31, 2024 Next 12 Months Philippine Peso ​ $ (1,948) ​ $ (1,112) ​ Mexican Peso ​ (1,419) ​ (784) ​ ​ ​ $ (3,367) ​ $ (1,896) ​ ​ Our cash flow hedges are valued using models based on market observable inputs, including both forward and spot foreign exchange rates, implied volatility, and counterparty credit risk.
The fair value of our cash flow hedges at December 31, 2025 was a net asset (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maturing in the ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ Next 12 Months Philippine Peso ​ $ (1,289) ​ $ (1,258) ​ Mexican Peso ​ 1,513 ​ 1,513 ​ Colombian Peso ​ 117 ​ 117 ​ ​ ​ $ 341 ​ $ 372 ​ ​ Our cash flow hedges are valued using models based on market observable inputs, including both forward and spot foreign exchange rates, implied volatility, and counterparty credit risk.
The following summarizes relative (weakening) strengthening of local currencies that are relevant to our business: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Australian Dollar vs. U.S. Dollar (9.9) % — % (6.5) % Bulgarian Lev vs U.S. Dollar (6.3) % 3.0 % (5.9) % Canadian Dollar vs. U.S.
The following summarizes relative (weakening) strengthening of local currencies that are relevant to our business: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Australian Dollar vs U.S. Dollar 7.2 % (9.9) % — % Brazilian Real vs U.S.
Dollar (8.5) % 2.2 % (6.6) % Colombian Peso vs U.S. Dollar (1) (13.8) % 20.0 % — % Egyptian Pound vs U.S. Dollar (64.4) % (25.0) % (57.7) % Euro vs. U.S. Dollar ​ (6.3) % 3.0 % (5.9) % Honduran Lempira vs U.S. Dollar (1) ​ (2.8) % — % — % Indian Rupee vs. U.S.
Dollar 6.2 % (64.4) % (25.0) % Euro vs. U.S. Dollar ​ 11.5 % (6.3) % 3.0 % Honduran Lempira vs U.S. Dollar (1) ​ (4.4) % (2.8) % — % Indian Rupee vs. U.S. Dollar ​ (5.0) % (3.1) % (0.5) % Mexican Peso vs. U.S. Dollar ​ 13.3 % (22.3) % 12.9 % Philippine Peso vs. U.S.
Dollar ​ (3.1) % (0.5) % (11.3) % Mexican Peso vs. U.S. Dollar ​ (22.3) % 12.9 % 4.8 % Philippine Peso vs. U.S. Dollar ​ (5.1) % 1.0 % (9.2) % Philippine Peso vs. Australian Dollar ​ 4.3 % 1.0 % (2.5) % Polish Zloty vs U.S.
Dollar ​ (1.5) % (5.1) % 1.0 % Philippine Peso vs. Australian Dollar ​ (9.3) % 4.3 % 1.0 % Polish Zloty vs U.S. Dollar ​ 12.6 % (4.6) % 9.9 % South African Rand vs U.S. Dollar ​ 11.9 % (2.9) % (7.6) % Thailand Baht vs U.S.
Removed
Dollar ​ (4.6) % 9.9 % (7.9) % South African Rand vs U.S. Dollar (2.9) % (7.6) % (6.7) % (1) No material business activity in 2022 in Colombian Peso, nor 2022 and 2023 in the Honduran Lempira.
Added
Dollar ​ 11.3 % (27.4) % 8.2 % British Pound vs U.S. Dollar ​ 6.8 % (1.6) % 4.9 % Bulgarian Lev vs U.S. Dollar 11.5 % (6.3) % 3.0 % Canadian Dollar vs. U.S. Dollar 4.6 % (8.5) % 2.2 % Colombian Peso vs U.S. Dollar 14.6 % (13.8) % 20.0 % Egyptian Pound vs U.S.
Removed
Dollar ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ Notional ​ ​ ​ ​ ​ ​ As of December 31, 2023 ​ Amount ​ Amount ​ ​ ​ ​ ​ ​ Canadian Dollar 2,250 ​ $ 1,670 ​ ​ ​ ​ ​ ​ ​ Philippine Peso 9,324,000 ​ ​ 165,842 (1) ​ ​ ​ ​ ​ ​ ​ Mexican Peso 938,000 ​ 44,155 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 211,667 ​ ​ ​ ​ ​ ​ ​ ​ (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 December 31, 2024 and December 31, 2023.
Added
Dollar 8.0 % 0.2 % 0.5 % (1) No material business activity in 2023.
Added
Dollar ​ ​ % Maturing ​ ​ Contracts ​ ​ Notional ​ Notional ​ ​ in the next ​ ​ Maturing As of December 31, 2025 ​ Amount ​ Amount ​ ​ 12 months ​ ​ Through Philippine Peso 4,025,000 ​ $ 69,458 (1) ​ ​ 97.0 % ​ March 2027 ​ Mexican Peso 314,000 ​ $ 15,618 ​ ​ 100.0 % ​ December 2026 ​ Colombian Peso 8,000,000 ​ 1,931 ​ ​ 100.0 % ​ August 2026 ​ ​ ​ ​ ​ $ 87,007 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Local ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ U.S.

Other TTEC 10-K year-over-year comparisons