##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form 10-K
     (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    001-11919
      TeleTech Holdings,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

84-1291044(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   9197 South Peoria Street
 Englewood, Colorado 80112
 (Address of principal executive
    offices)
  Registrants telephone number, including area code:
 (303) 397-8100
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock, $0.01 par value

NASDAQ Global Select Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None.
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---



##### 





TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    DECEMBER 31, 2009
    FORM 10-K
    TABLE OF CONTENTS
   
 Page No.CAUTIONARY NOTE ABOUT FORWARD-LOOKING
    STATEMENTS


iiPART IItem 1.

Business


1Item 1A.

Risk Factors


9Item 1B.

Unresolved Staff Comments


18Item 2.

Properties


18Item 3.

Legal Proceedings


19Item 4.

Submission of Matters to a Vote of Security
    Holders


20PART II.Item 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


20Item 6.

Selected Financial Data


23Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


24Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


44Item 8.

Financial Statements and Supplementary Data


47Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


47Item 9A.

Controls and Procedures


47Item 9B.

Other Information


48PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


48Item 11.

Executive Compensation


49Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


49Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


49Item 14.

Principal Accountants Fees and Services


49PART IVItem 15.

Exhibits and Financial Statement Schedules


49SIGNATURES


52INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
    OF TELETECH HOLDINGS, INC.


F-1EX-21.01EX-23.01EX-31.01EX-31.02EX-32.01EX-32.02   i




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NON-GAAP FINANCIAL
    MEASURES
  Form 10-K (Form 10-K), Form 10-K
  CAUTIONARY
    NOTE ABOUT
    FORWARD-LOOKING
    STATEMENTS  Form 10-K Form 10-K Form 10-K Form 10-K
  AVAILABILITY OF
    INFORMATION
  www.sec.gov 1-800-SEC-0330 www.teletech.com
 ii




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##### Table of Contents



PART I ITEM 1.  BUSINESS  Our
    Business
  28-year
      Our Business
    History
    tm
   1




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##### Table of Contents



Historical
    Performance
      
    Migrating from a decentralized holding company to a centralized
    operating company to enhance financial and operating disciplines;
    Centralizing our technology infrastructure and migrating to a
    100%
    IP-based
    delivery platform;
    Standardizing our global operational processes and applications;
    Automating and virtualizing our human capital needs primarily
    around talent acquisition, training and performance optimization;
    Improving the efficiency of certain underperforming operations
    and reducing our selling, general and administrative expenses;
    Improving pricing or rationalizing the performance of certain
    underperforming client programs;
    Investing in sales and client account management;
    Investing in innovative new solutions to diversify revenue into
    higher margin offerings, including professional services,
    learning services and hosted technology solutions;
    Increasing delivery capabilities with expanded onshore, offshore
    and work from home solutions;
    Reducing long-term debt by nearly $120 million from 2003 to
    2004 with cash surpluses and borrowings under our revolving
    credit facility; and
    Approving and executing a stock repurchase program.   2




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24-hour
  and/or
    Our Future Growth
    Goals and Strategy
      
    Capitalize on the favorable trends in the global outsourcing
    environment, which we believe will include more companies that
    want to:  -
    Adopt or increase BPO services;-
    Consolidate outsourcing providers with those that have a solid
    financial position, adequate capital resources to sustain a
    long-term relationship and globally diverse delivery
    capabilities across a broad range of solutions; 3




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-
    Modify their approach to outsourcing based on total value
    delivered versus the lowest priced provider;-
    Create focused revenue generation capabilities in targeted
    market segments;-
    Better integrate front- and back-office processes; and-
    Take advantage of cost efficiencies through the adoption of
    cloud based technology solutions.  
    Deepen and broaden our relationships with existing clients;
    Win business with new clients and focus on
    end-to-end
    offerings in targeted industries where we expect accelerating
    adoption of business process outsourcing;
    Continue to invest in innovative proprietary technology and new
    business offerings;
    Continue to diversify revenue into higher-margin offerings such
    as professional services, talent acquisition, learning services
    and our hosted TeleTech
    OnDemandtm

    capabilities;
    Continue to improve our operating margins through selected
    profit improvement initiatives and increased asset utilization
    of our globally diverse delivery centers;
    Scale our work from home initiative to increase operational
    flexibility; and
    Selectively pursue acquisitions that extend our capabilities,
    geographic reach
    and/or
    industry expertise.  Our Market
    Opportunity
        
    Focus on providers who can offer fully integrated revenue
    generation solutions.  A focus on providers who
    can offer fully integrated revenue generation solutions to
    target new markets and improve revenue and profitability through
    customer acquisition, retention and growth by leveraging the
    profitability potential of each customer.
    Integration of front- and back-office business processes to
    provide increased operating efficiencies and an enhanced
    customer experience especially in light of the weakening global
    economic environment.  Companies have realized
    that integrated business processes reduce operating costs and
    allow customer needs to be met more quickly and efficiently
    resulting in higher customer satisfaction and brand loyalty
    thereby improving their competitive position. A majority of our
    historic revenue has been derived from providing customer-facing
    front-office solutions to our clients. Given that our global
    delivery centers are also fully capable of providing back-office
    solutions, we are uniquely positioned to grow our revenue by
    winning more back-office opportunities and providing the
    services during non-peak hours with minimal incremental 4




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investment. Furthermore, by spreading our fixed costs across a
    larger revenue base and increasing our asset utilization, we
    expect our profitability to improve over time.  
    Increasing percentage of company operations being outsourced
    to most capable third-party providers.  Having
    experienced success with outsourcing a portion of their business
    processes, companies are increasingly inclined to outsource a
    larger percentage of this work. We believe companies will
    continue to consolidate their business processes with
    third-party providers, such as TeleTech, who are financially
    stable and able to invest in their business while also
    demonstrating an extensive global operating history and an
    ability to cost-effectively scale to meet their evolving needs.
    Increasing adoption of outsourcing across broader groups of
    industries.  Early adopters of the business
    process outsourcing trend, such as the media and communications
    industries, are being joined by companies in other industries,
    including healthcare, retail and financial services. These
    companies are beginning to adopt outsourcing to improve their
    business processes and competitiveness. For example, we see
    increasing interest in our services from companies in the
    healthcare, retail and financial services industries. We believe
    the number of other industries that will adopt or increase their
    level of outsourcing will continue to grow, further enabling us
    to increase and diversify our revenue and client base.
    Focus on
    speed-to-market
    by companies launching new products or entering new geographic
    locations.  As companies broaden their product
    offerings and seek to enter new emerging markets, they are
    looking for outsourcing providers that can provide
    speed-to-market
    while reducing their capital and operating risk. To achieve
    these benefits, companies are seeking BPO providers with an
    extensive operating history, an established global footprint,
    the financial strength to invest in innovation to deliver more
    strategic capabilities and the ability to scale and meet
    customer demands quickly. Given our financial stability,
    geographic presence in 16 countries and our significant
    investment in standardized technology and processes, we believe
    that clients select TeleTech because we can quickly ramp large,
    complex business processes around the globe in a short period of
    time while assuring a high-quality experience for their
    customers.  Our Business
    Overview
      
    Design, implement and manage industry-specific
    end-to-end
    enterprise level back-office processes to achieve efficient and
    effective global service delivery for discrete or multiple
    back-office requirements;
    Manage the customer lifecycle, from acquiring and on-boarding
    through support and retention;
    Maximize revenue and customer profitability for our clients via
    highly sophisticated market segmentation, data analytic, and
    electronic direct marketing tools;
    Support field sales teams and manage sales relationships with
    small and medium-sized businesses as well as governmental
    agencies;
    Design, implement and manage
    e-commerce
    portals;
    Provide a suite of pre-integrated TeleTech
    OnDemandtm

    business process applications through a monthly license
    subscription;
    Offer infrastructure deployment, including the development of
    data and BPO delivery centers; 5




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
    Provide services and tools for clients internal human
    capital operations including talent acquisition, learning
    services and performance optimization for use in clients
    internal operations; and
    Offer professional consulting services in each of the above
    areas.  Our Competitive
    Strengths
      
    Industry reputation and our position as one of the largest and
    most financially sound industry providers with 28 years of
    expertise in delivering complex BPO solutions across targeted
    industries;
    Ability to scale infrastructure and employees worldwide using
    globally deployed best practices to ensure a consistent,
    high-quality service;
    Ability to optimize the performance of our workforce through
    proprietary hiring, training and performance optimization
    tools; and
    Commitment to continued product and services innovation to
    further the strategic capabilities of our clients.    Technological
    Excellence
    ® tm
  end-to-end ® state-of-the-art
    Globally Deployed
    Best Operating Practices
   6




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Innovative Human
    Capital Strategies
      Innovative New
    Revenue Opportunities
    TeleTech
    OnDemandtm
  tm best-in-class tm
  tm
  TeleTech@Home
  back-up,
    
    Outstanding quality, low employee turnover, high call resolution
    and superior sales and customer management performance;
    Greater flexibility and scalability through the benefit of
    dispersed geography and proven processes; 7




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
    Ability to reach a new and talented employee pool that includes
    licensed and certified professionals in a variety of industries
    with multiple years of experience;
    Access to a unique and flexible employee population that
    includes
    stay-at-home
    parents, workers with physical challenges that make office
    commuting undesirable, rural workers and workers in highly
    technical urban centers; and
    An excellent business continuity safeguard to prevent potential
    disruption resulting from natural disasters or pandemic threats.  Clients
  T-Mobile
    Competition
  sub-contract
    Seasonality
    Employees
    
    In Argentina, approximately 4,400 employees are covered by
    an industry-wide collective bargaining agreement with the
    Confederation of Commerce Employees that expires in March 2010;
    In Brazil, approximately 750 employees are covered by
    industry-wide collective bargaining agreements with Sintratel
    and SintelMark that expire in December 2011;
    In Mexico, we have approximately 2,800 employees covered by
    an industry-wide collective bargaining agreement with the
    Federacion Obrero Sindicalista that expires in January 2011; 8




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
    In Spain, we have approximately 2,300 employees covered by
    industry-wide collective bargaining agreements with COMFIA-CCOO
    and FES-UGT that expired in December 2009, nevertheless, the
    relevant parties are negotiating the terms of a new agreement
    and the parties continue to operate under the terms of the old
    agreement;
    In New Zealand, we had approximately 20 employees covered
    by a collective employment agreement with the Engineering
    Printing and Manufacturing Union that expired during the fourth
    quarter of 2009 upon the cessation of the program covered by the
    collective employment agreement;
    In Australia, approximately 46 employees are covered by a
    collective agreement adopted by TeleTech International, Pty.
    Ltd. under the provisions of the Contract Call Centres Award
    2010 that expires in January 2013; and
    In London, Ontario, we have approximately 200 employees, a
    majority of which could become unionized pending the
    finalization results of union election held on December 15,
    2009;    Intellectual
    Property and Proprietary Technology
  ® ® ® ® ® ® ® ® ® ®
  Our Corporate
    Information
  (303) 397-8100. Form 10-K, Form 10-Q, Form 8-K http://www.teletech.com investor.relations@teletech.com. 1-800-SEC-0330.
 ITEM 1A.  RISK
    FACTORS  Form 10-K.
 9




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Risks Relating to
    Our Business
  Recent changes
    in U.S. and global economic conditions could have an adverse
    effect on the profitability of our business
  and/or
  A large
    portion of our revenue is generated from a limited number of
    clients, and the loss of one or more of our clients could cause
    a reduction in our revenue and operating results
  T-Mobile,
    Client
    consolidations could result in a loss of clients or contract
    concessions that would adversely affect our operating
    results
    Unauthorized
    disclosure of sensitive or confidential client and customer data
    could expose us to protracted and costly litigation, penalties
    and cause us to lose clients
   10




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and/or
  Our financial
    results depend on our capacity utilization, in particular our
    ability to forecast our clients customer demand and make
    corresponding decisions regarding staffing levels, investments
    and operating expenses
    
    Our ability to maintain and increase capacity in each of our
    delivery centers during peak and non-peak hours;
    Our ability to predict our clients customer demand for our
    services and thereby to make corresponding decisions regarding
    staffing levels, investments and other operating expenditures in
    each of our delivery center locations;
    Our ability to hire and assimilate new employees and manage
    employee turnover; and
    Our need to devote time and resources to training, professional
    development and other non-chargeable activities.    Our business
    depends on uninterrupted service to clients
   11




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Many of our
    contracts utilize performance pricing that link some of our fees
    to the attainment of various performance or business targets,
    which could increase the variability of our revenue and
    operating margin
  agreed-upon
  Our contracts
    provide for early termination, which could have a material
    adverse effect on our operating results
  and/or
  We may not be
    able to offset increased costs with increased service fees under
    long-term contracts
    Our business
    may be affected by our ability to obtain financing
    Our business
    may be affected by risks associated with international
    operations and expansion
    
    Management of personnel overseas;
    Longer payment cycles;
    Difficulties in accounts receivable collections;
    Foreign currency exchange rates;
    Difficulties in complying with foreign laws;
    Unexpected changes in regulatory requirements; 12




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
    Political and social instability, as demonstrated by terrorist
    threats, regime change, increasing tension in the Middle East
    and other regions, and the resulting need for enhanced security
    measures; and
    Potentially adverse tax consequences.    Our financial
    results may be impacted by foreign currency exchange
    risk
  non-U.S.-based
    We are subject
    to counterparty credit risk and market risk with respect to
    financial transactions with our financial
    institutions
       13




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Our global
    operations expose us to numerous and sometimes conflicting legal
    and regulatory requirements
  and/or
    Our financial
    results and projections may be impacted by our ability to
    maintain and find new locations for our delivery centers in
    countries with stable wage rates
    The business
    process outsourcing markets are highly competitive, and we might
    not be able to compete effectively
    
    Initiate, develop and maintain new client relationships;
    Maintain and expand existing client programs;
    Staff and equip suitable delivery center facilities in a timely
    manner; and
    Develop new solutions and enhance existing solutions we provide
    to our clients.    
    Large multinational providers, including the service arms of
    large global technology providers;
    Offshore service providers in lower-cost locations that offer
    services similar to those we offer, often at highly competitive
    prices; 14




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
    Niche solution or service providers that compete with us in a
    specific geographic market, industry segment or service
    area; and
    Most importantly, the in-house operations of clients or
    potential clients.    We may not be
    able to develop our services and solutions in response to
    changes in technology and client demand
    
    Expand our existing solutions and offerings;
    Achieve cost efficiencies in our existing delivery center
    operations; and
    Introduce new solutions that leverage and respond to changing
    technological developments.    If we fail to
    recruit, hire, train and retain key executives or qualified
    employees, our business will be adversely affected
  and/or
   15




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If we fail to
    integrate businesses and assets that we may acquire through
    joint ventures or acquisitions, we may lose clients and our
    liquidity, capital resources and profitability may be adversely
    affected
    
    We may encounter difficulties integrating acquired software,
    operations and personnel and our managements attention
    could be diverted from other business concerns;
    We may not be able to successfully incorporate acquired
    technology and rights into our service offerings and maintain
    uniform standards, controls, procedures and policies;
    The businesses or assets we acquire may fail to achieve the
    revenue and earnings we anticipated, causing us to incur
    additional debt to fund operations and to write down the value
    of acquisitions on our financial statements;
    We may assume liabilities associated with the sale of the
    acquired companys products or services;
    Our resources may be diverted in asserting and defending our
    legal rights and we may ultimately be liable for contingent and
    other liabilities, not previously disclosed to us, of the
    companies that we acquire;
    Acquisitions may disrupt our ongoing business and dilute our
    ownership interest;
    Acquisitions may result in litigation from former employees or
    third parties; and
    Due diligence may fail to identify significant issues with
    product quality, product architecture, ownership rights and
    legal contingencies, among other matters.      We face risks
    related to health epidemics, which could disrupt our business
    and have a material adverse effect on our financial condition
    and results of operations.
   16




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Risks Relating to
    Our Common Stock
  The market
    price for our common stock may be volatile
    
    Actual or anticipated variations in our quarterly results;
    Announcements of new contracts or contract cancellations;
    Changes in financial estimates by securities analysts;
    Our ability to meet the expectations of securities analysts;
    Conditions or trends in the business process outsourcing
    industry;
    Changes in the market valuations of other business process
    outsourcing companies;
    Developments in countries where we have significant delivery
    centers, GigaPOPs or operations;
    The ability of our clients to pay for our services; or
    Other events or factors, many of which are beyond our control.    You may suffer
    significant dilution as a result of our outstanding stock
    options and our equity incentive programs
    Our Chairman
    and Chief Executive Officer has practical control over all
    matters requiring action by our stockholders
    We and certain
    of our officers and directors have been named as parties to
    class action and related lawsuits relating to our historical
    equity-based compensation practices and resulting restatements,
    and additional lawsuits may be filed in the future
   17




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Our controls
    and procedures may not prevent or detect all errors or acts of
    fraud
    Failure to
    maintain an effective system of internal control over financial
    reporting may have an adverse effect on our stock
    price
  Form 10-K
 ITEM 1B.  UNRESOLVED
    STAFF COMMENTS   ITEM 2.  PROPERTIES      
    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. 18




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##### Table of Contents



Multi-Client


Dedicated


Managed


Total Number ofCenters


Centers


Centers


Delivery CentersArgentina


4







2



6Australia


2



1







3Brazil


1







1



2Canada


2



4



1



7China










1



1Costa Rica


1











1Germany










1



1Malaysia


1











1Mexico


3











3New Zealand


1







1



2Northern Ireland


1











1Philippines


13











13Scotland






1



2



3South Africa


1







1



2Spain


4



1



1



6United States of America


5



5



6



16Total


39



12



17



68    ITEM 3.  LEGAL
    PROCEEDINGS    Securities
    Class Action
  Beasley v. TeleTech Holdings, Inc., et
    al. Rule 10b-5 Brown v. TeleTech Holdings, Inc., et
    al., In re: TeleTech Litigation
 19




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##### Table of Contents



Derivative
    Action
  Susan
    M. Gregory v. Kenneth D. Tuchman, et al.
 ITEM 4.  SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II ITEM 5.  MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES    High


LowFourth Quarter 2009

$
20.89


$
14.82Third Quarter 2009

$
18.28


$
14.05Second Quarter 2009

$
15.37


$
10.01First Quarter 2009

$
11.89


$
7.05Fourth Quarter 2008

$
13.20


$
6.43Third Quarter 2008

$
21.07


$
10.02Second Quarter 2008

$
26.88


$
19.88First Quarter 2008

$
23.59


$
16.17     Stock Repurchase
    Program
     20




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Issuer Purchases
    of Equity Securities During the Fourth Quarter of 2009
    Total Number


Approximateof Shares


Dollar Value ofPurchased as


Shares that MayTotal





Part of Publicly


Yet Be PurchasedNumber of


Average


Announced


Under the PlansShares


Price Paid


Plans or


or ProgramsPeriod

Purchased


per Share


Programs


(In thousands)October 1, 2009  October 31, 2009





$







$
33,548November 1, 2009  November 30, 2009





$







$
33,548December 1, 2009  December 31, 2009


414,143


$
19.07



414,143


$
25,650Total


414,143







414,143   Equity
    Compensation Plan Information
    Number ofSecuritiesNumber of





Remaining AvailableSecurities to be





for Future IssuanceIssued Upon





Under EquityExercise of


Weighted- Average


Compensation PlansOutstanding


Exercise Price of


(ExcludingOptions, RSUs,


Outstanding


SecuritiesWarrants and Rights


Options, Warrants


Reflected in ColumnPlan Category

(a)


and Rights(b)


(a))Equity compensation plans approved by security holders


5,732,891
(1)

$
11.72
(2)


2,993,441Equity compensation plans not approved by security holders





$




Total


5,732,891







2,993,441     (1)

    
    Includes options to purchase 3,337,913 shares and 2,394,978
    RSUs issued under our equity incentive plans.(2)

    
    Weighted average exercise price of outstanding stock options;
    excludes RSUs, which have no exercise price. 21




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Stock Performance
    Graph
      COMPARISON OF 5
    YEAR CUMULATIVE TOTAL
    RETURN* Among
    TeleTech Holdings, Inc., The NASDAQ Composite Index,
    The Russell 2000 Index, An Old Peer Group And A New Peer Group
  December2004


2005


2006


2007


2008


2009TeleTech Holdings, Inc.

$
100


$
124


$
246


$
220


$
86


$
207NASDAQ Composite

$
100


$
101


$
114


$
124


$
73


$
106Russell 2000

$
100


$
105


$
124


$
122


$
81


$
103Peer Group

$
100


$
116


$
167


$
139


$
82


$
125   
  *$100 invested on 12/31/04 in stock
    or index, including reinvestment of dividends.
    Fiscal year ending December 31.
 22




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ITEM 6.  SELECTED
    FINANCIAL DATA  Form 10-K
  Year Ended December 31,2009


2008(9)


2007(9)


2006(9)


2005(9)Statement of Operations DataRevenue

$
1,167,915


$
1,400,147


$
1,369,632


$
1,210,753


$
1,085,903Cost of services


(820,517
)


(1,024,451
)


(1,001,459
)


(882,809
)


(809,059
)Selling, general and administrative


(180,039
)


(199,495
)(2)


(207,528
)(2)


(199,995
)


(183,111
)Depreciation and amortization


(56,991
)


(59,166
)


(55,953
)


(51,989
)


(54,412
)Other operating expenses


(9,659
)(1)


(8,077
)(3)


(22,904
)(5)


(2,195
)(7)


(7,384
)(8)Income from operations


100,709



108,958



81,788



73,765



31,937Other income (expense)


2,334



(4,354
)


(6,437
)(6)


(4,442
)


(156
)Provision for income taxes


(27,477
)


(27,269
)(4)


(19,562
)


(16,474
)(4)


(3,953
)(4)Noncontrolling Interest


(3,812
)


(3,588
)


(2,686
)


(1,868
)


(1,542
)Net income attributable to TeleTech shareholders

$
71,754


$
73,747


$
53,103


$
50,981


$
26,286Weighed average shares outstandingBasic


62,891



68,208



70,228



69,184



72,121Diluted


64,238



69,578



72,638



69,869



73,134Net income per share attributable to TeleTech shareholdersBasic

$
1.14


$
1.08


$
0.76


$
0.74


$
0.36Diluted

$
1.12


$
1.06


$
0.73


$
0.73


$
0.36Balance Sheet DataTotal assets

$
640,167


$
668,942


$
760,295


$
664,421


$
527,973Total long-term liabilities

$
38,300


$
127,949


$
118,729


$
111,800


$
68,646     (1)

    
    Includes $5.7 million charge related to reductions in
    force; $0.8 million charge related to facility exit
    charges; $1.4 million benefit related to the revised
    estimates of facility exit charges; and a $4.6 million
    charge related to the impairment of property and equipment.(2)

    
    Includes $14.6 million and $11.5 million for 2008 and
    2007, respectively, for costs incurred for the Companys
    review of its equity-based compensation practices and
    restatement of the Consolidated Financial Statements.(3)

    
    Includes $3.3 million charge related to reductions in
    force; $3.0 million charge related to facility exit
    charges; and a $2.0 million charge related to the
    impairment of property and equipment.(4)

    
    Includes benefits due to the reversal of income tax valuation
    allowances of $3.9 million, $5.7 million, and
    $12.7 million for the years 2008, 2006 and 2005,
    respectively. The year 2006 includes a $3.3 million benefit
    due to the Enhansiv Holdings, Inc. loss carry forward. The year
    2005 includes a $3.7 million charge related to the
    repatriation of foreign earnings under a Qualified Domestic
    Reinvestment (Gross) Plan.(5)

    
    Includes the following items: $13.4 million charge related
    to the impairment of goodwill; $2.4 million charge related
    to the impairment of property and equipment; $3.8 million
    charge related to reductions in force; $4.0 million charge
    related to facility exit charges; and a $0.7 million
    benefit related to the revised estimates of restructuring
    charges.(6)

    
    Includes a net $0.9 million benefit related to the sale of
    assets; and a $2.2 million benefit related to the execution
    of a software and intellectual property license agreement.(7)

    
    Includes $1.0 million charge related to reductions in
    force; $0.8 million related to facility exit costs; and a
    $0.6 million charge related to the impairment of property
    and equipment. 23




---



##### Table of Contents



(8)

    
    Includes $2.3 million charge related to the impairment of
    property and equipment; $2.1 million charge related to
    reductions in force; $2.6 million charge related to
    facility exit charges; $0.6 million impairment loss related
    to a decision to exit a lease early and to discontinue use of
    certain software; and a $0.2 million benefit related to
    revised estimates of restructuring and impairment charges.(9)

    
    Presentation has been recast in accordance with the application
    of new accounting guidance for non-controlling interest. See
    Note 1 to the Consolidated Financial Statements. ITEM 7.  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
    RESULTS OF OPERATIONS  Executive
    Summary
  28-year
      
    Focus on providers who can offer fully integrated revenue
    generation solutions.A focus on providers who can offer
    fully integrated revenue generation solutions to target new
    markets and improve revenue and profitability through customer
    acquisition, retention and growth by leveraging the
    profitability potential of each customer.
    Integration of front- and back-office business processes to
    provide increased operating efficiencies and an enhanced
    customer experience especially in light of the weakening global
    economic environment.Companies have realized that
    integrated business processes reduce operating costs and allow
    customer needs to be met more quickly and efficiently resulting
    in higher customer satisfaction and brand loyalty thereby
    improving their competitive position. A majority of our historic
    revenue has been derived from providing customer-facing
    front-office solutions to our clients. Given that our global
    delivery centers are also fully capable of providing back-office
    solutions, we are uniquely positioned to grow our revenue by
    winning more back-office opportunities and providing the
    services during non-peak hours with minimal incremental
    investment. Furthermore, by spreading our fixed costs across a
    larger revenue base and increasing our asset utilization, we
    expect our profitability to improve over time.
    Increasing percentage of company operations being outsourced
    to most capable third-party providers.Having experienced
    success with outsourcing a portion of their business processes,
    companies are increasingly inclined to outsource a larger
    percentage of this work. We believe 24




---



##### Table of Contents



companies will continue to consolidate their business processes
    with third-party providers, such as TeleTech, who are
    financially stable and able to invest in their business while
    also demonstrating an extensive global operating history and an
    ability to cost-effectively scale to meet their evolving needs.  
    Increasing adoption of outsourcing across broader groups of
    industries.Early adopters of the business process
    outsourcing trend, such as the media and communications
    industries, are being joined by companies in other industries,
    including healthcare, retail and financial services. These
    companies are beginning to adopt outsourcing to improve their
    business processes and competitiveness. For example, we see
    increasing interest in our services from companies in the
    healthcare, retail and financial services industries. We believe
    the number of other industries that will adopt or increase their
    level of outsourcing will continue to grow, further enabling us
    to increase and diversify our revenue and client base.
    Focus on
    speed-to-market
    by companies launching new products or entering new geographic
    locations. As companies broaden their product offerings and
    seek to enter new emerging markets, they are looking for
    outsourcing providers that can provide
    speed-to-market
    while reducing their capital and operating risk. To achieve
    these benefits, companies are seeking BPO providers with an
    extensive operating history, an established global footprint,
    the financial strength to invest in innovation to deliver more
    strategic capabilities and the ability to scale and meet
    customer demands quickly. Given our financial stability,
    geographic presence in 16 countries and our significant
    investment in standardized technology and processes, we believe
    that clients select TeleTech because we can quickly ramp large,
    complex business processes around the globe in a short period of
    time while assuring a high-quality experience for their
    customers.  Our
    Strategy
      
    Capitalize on the favorable trends in the global outsourcing
    environment, which we believe will include more companies that
    want to:  -
    Adopt or increase BPO services;-
    Consolidate outsourcing providers with those that have a solid
    financial position, adequate capital resources to sustain a
    long-term relationship and globally diverse delivery
    capabilities across a broad range of solutions;-
    Modify their approach to outsourcing based on total value
    delivered versus the lowest priced provider;-
    Create focused revenue generation capabilities in targeted
    market segments; 25




---



##### Table of Contents



-
    Better integrate front- and back-office processes; and-
    Take advantage of cost efficiencies through the adoption of
    cloud based technology solutions.  
    Deepen and broaden our relationships with existing clients;
    Win business with new clients and focus on
    end-to-end
    offerings in targeted industries where we expect accelerating
    adoption of business process outsourcing;
    Continue to invest in innovative proprietary technology and new
    business offerings;
    Continue to diversify revenue into higher-margin offerings such
    as professional services, talent acquisition, learning services
    and our hosted TeleTech
    OnDemandtm

    capabilities;
    Continue to improve our operating margins through selective
    profit improvement initiatives and increased asset utilization
    of our globally diverse delivery centers;
    Scale our work from home initiative to increase operational
    flexibility; and
    Selectively pursue acquisitions that extend our capabilities,
    geographic reach
    and/or
    industry expertise.  Our 2009
    Financial Results
        Business
    Overview
     26




---



##### Table of Contents



BPO
    Services
             27




---



##### Table of Contents



start-up
  and/or
          28




---



##### Table of Contents



December 31, 2009


December 31, 2008Total








TotalProduction





% In


Production





% InWorkstations


In Use


Use


Workstations


In Use


UseMulti-client centersSites open <1 year


20,271



13,885



68
%


18,083



13,558



75
%Sites open >1 year


11,373



7,061



62
%


12,805



8,472



66
%Total multi-client centers


31,644



20,946



66
%


30,888



22,030



71
%     Database
    Marketing and Consulting
          Overall
  and/or
   29




---



##### Table of Contents



Critical
    Accounting Policies and Estimates
    Revenue
    Recognition
      Production Rate
  Performance based
  Hybrid
      Income
    Taxes
   30




---



##### Table of Contents



Allowance for
    Doubtful Accounts
  account-by-account
  Impairment of
    Long-Lived Assets
    Goodwill
   31




---



##### Table of Contents



Restructuring
    Liability
    and/or
  Equity-Based
    Compensation Expense
    Fair Value
    Measurement
       32




---



##### Table of Contents



Level 1
    Quoted prices are available in active markets for identical
    assets or liabilities as of the reporting date. Active markets
    are those in which transactions for the asset or liability occur
    in sufficient frequency and volume to provide pricing
    information on an ongoing basis. Level 1 primarily consists
    of financial instruments such as exchange-traded derivatives,
    listed equities and U.S. government treasury securities.Level 2
    Pricing inputs are other than quoted prices in active markets
    included in Level 1, which are either directly or
    indirectly observable as of the reporting date. Level 2
    includes those financial instruments that are valued using
    models or other valuation methodologies. These models are
    primarily industry-standard models that consider various
    assumptions, including quoted forward prices for commodities,
    time value, volatility factors, and current market and
    contractual prices for the underlying instruments, as well as
    other relevant economic measures. Substantially all of these
    assumptions are observable in the marketplace throughout the
    full term of the instrument, can be derived from observable data
    or are supported by observable levels at which transactions are
    executed in the marketplace. Instruments in this category
    include non-exchange-traded derivatives such as
    over-the-counter
    forwards, options and repurchase agreements.Level 3
    Pricing inputs include significant inputs that are generally
    less observable from objective sources. These inputs may be used
    with internally developed methodologies that result in
    managements best estimate of fair value from the
    perspective of a market participant. Level 3 instruments
    include those that may be more structured or otherwise tailored
    to customers needs. At each balance sheet date, we perform
    an analysis of all instruments subject to fair value
    measurements and includes in Level 3 all of those whose
    fair value is based on significant unobservable inputs.  Derivatives
         33




---



##### Table of Contents



Contingencies
  case-by-case
  Explanation of
    Key Metrics and Other Items
  Cost of
    Services
    Selling, General
    and Administrative
    Restructuring
    Charges, Net
    Interest
    Expense
    Other
    Income
    Other
    Expenses
    Presentation of
    Non-GAAP Measurements
  Free Cash
    Flow
   34




---



##### Table of Contents



Year Ended December 31,2009


2008


2007Net cash provided by operating activities

$
160,672


$
160,566


$
103,514Purchases of property, plant and equipment


24,188
(1)


61,712
(1)


61,083Free cash flow

$
136,484


$
98,854


$
42,431     (1)

    
    Purchases of property, plant and equipment for the years ended
    December 31, 2009 and 2008 are net of proceeds from a
    government grant of $0.8 million and $4.3 million,
    respectively.   35




---



##### Table of Contents



RESULTS OF
    OPERATIONS
  Year Ended
    December 31, 2009 Compared to December 31,
    2008
    Year Ended December 31,% of





% ofSegment





Segment2009


Revenue


2008


Revenue


$ Change


% ChangeRevenueNorth American BPO

$
886,738






$
1,020,722






$
(133,984
)


13.1
%International BPO


281,177







379,425







(98,248
)


25.9
%Database Marketing and Consulting






















$
1,167,915






$
1,400,147






$
(232,232
)


16.6
%Cost of servicesNorth American BPO

$
598,040



67.4
%

$
726,114



71.1
%

$
(128,074
)


17.6
%International BPO


222,477



79.1
%


298,230



78.6
%


(75,753
)


25.4
%Database Marketing and Consulting










107







(107
)


100.0
%$
820,517



70.3
%

$
1,024,451



73.2
%

$
(203,934
)


19.9
%Selling, general and administrativeNorth American BPO

$
132,399



14.9
%

$
145,338



14.2
%

$
(12,939
)


8.9
%International BPO


47,640



16.9
%


53,755



14.2
%


(6,115
)


11.4
%Database Marketing and Consulting










402







(402
)


100.0
%$
180,039



15.4
%

$
199,495



14.2
%

$
(19,456
)


9.8
%Depreciation and amortizationNorth American BPO

$
39,603



4.5
%

$
41,385



4.1
%

$
(1,782
)


4.3
%International BPO


17,388



6.2
%


17,756



4.7
%


(368
)


2.1
%Database Marketing and Consulting










25







(25
)


100.0
%$
56,991



4.9
%

$
59,166



4.2
%

$
(2,175
)


3.7
%Restructuring charges, netNorth American BPO

$
3,388



0.4
%

$
2,947



0.3
%

$
441



15.0
%International BPO


1,684



0.6
%


3,169



0.8
%


(1,485
)


46.9
%Database Marketing and Consulting










(57
)






57



100.0
%$
5,072



0.4
%

$
6,059



0.4
%

$
(987
)


16.3
%Impairment lossesNorth American BPO

$
1,811



0.2
%

$
1,854



0.2
%

$
(43
)


2.3
%International BPO


2,776



1.0
%


164



0.0
%


2,612



1593
%Database Marketing and Consulting






















$
4,587



0.4
%

$
2,018



0.1
%

$
2,569



127.3
%Income (loss) from operationsNorth American BPO

$
111,497



12.6
%

$
103,084



10.1
%

$
8,413



8.2
%International BPO


(10,788
)


3.8
%


6,351



1.7
%


(17,139
)


269.9
%Database Marketing and Consulting










(477
)






477



100.0
%$
100,709



8.6
%

$
108,958



7.8
%

$
(8,249
)


7.6
%Other income (expense), net

$
2,334



0.2
%

$
(4,354
)


0.3
%

$
6,688



153.6
%Provision for income taxes

$
(27,477
)


2.4
%

$
(27,269
)


1.9
%

$
(208
)


0.8
%  36




---



##### Table of Contents



Revenue
        Cost of
    Services
      Selling, General
    and Administrative
     37




---



##### Table of Contents



Depreciation and
    Amortization
    Restructuring
    Charges
    Impairment
    Losses
    Other Income
    (Expense)
    Income
    Taxes
   38




---



##### Table of Contents



Year Ended
    December 31, 2008 Compared to December 31,
    2007
    Year Ended December 31,% of





% ofSegment





Segment2008


Revenue


2007


Revenue


$ Change


% ChangeRevenueNorth American BPO

$
1,020,722






$
996,886






$
23,836



2.4
%International BPO


379,425







355,854







23,571



6.6
%Database Marketing and Consulting










16,892







(16,892
)


−100.0
%$
1,400,147






$
1,369,632






$
30,515



2.2
%Cost of servicesNorth American BPO

$
726,114



71.1
%

$
710,295



71.3
%

$
15,819



2.2
%International BPO


298,230



78.6
%


279,386



78.5
%


18,844



6.7
%Database Marketing and Consulting


107







11,778



69.7
%


(11,671
)


−99.1
%$
1,024,451



73.2
%

$
1,001,459



73.1
%

$
22,992



2.3
%Selling, general and administrativeNorth American BPO

$
145,338



14.2
%

$
136,247



13.7
%

$
9,091



6.7
%International BPO


53,755



14.2
%


53,886



15.1
%


(131
)


−0.2
%Database Marketing and Consulting


402







17,395



103.0
%


(16,993
)


−97.7
%$
199,495



14.2
%

$
207,528



15.2
%

$
(8,033
)


−3.9
%Depreciation and amortizationNorth American BPO

$
41,385



4.1
%

$
37,015



3.7
%

$
4,370



11.8
%International BPO


17,756



4.7
%


15,073



4.2
%


2,683



17.8
%Database Marketing and Consulting


25







3,865



22.9
%


(3,840
)


−99.4
%$
59,166



4.2
%

$
55,953



4.1
%

$
3,213



5.7
%Restructuring charges, netNorth American BPO

$
2,947



0.3
%

$
1,629



0.2
%

$
1,318



80.9
%International BPO


3,169



0.8
%


894



0.3
%


2,275



254.5
%Database Marketing and Consulting


(57
)






4,592



27.2
%


(4,649
)


−101.2
%$
6,059



0.4
%

$
7,115



0.5
%

$
(1,056
)


−14.8
%Impairment lossesNorth American BPO

$
1,854



0.2
%

$




0.0
%

$
1,854



International BPO


164



0.0
%






0.0
%


164



Database Marketing and Consulting










15,789



93.5
%


(15,789
)


−100.0
%$
2,018



0.1
%

$
15,789



1.2
%

$
(13,771
)


−87.2
%Income (loss) from operationsNorth American BPO

$
103,084



10.1
%

$
111,700



11.2
%

$
(8,616
)


−7.7
%International BPO


6,351



1.7
%


6,615



1.9
%


(264
)


−4.0
%Database Marketing and Consulting


(477
)






(36,527
)


216.2
%


36,050



98.7
%$
108,958



7.8
%

$
81,788



6.0
%

$
27,170



33.2
%Other income (expense), net

$
(4,354
)


0.3
%

$
(6,437
)


0.5
%

$
2,083



32.4
%Provision for income taxes

$
(27,269
)


1.9
%

$
(19,562
)


1.4
%

$
(7,707
)


−39.4
%   Revenue
   39




---



##### Table of Contents



Cost of
    Services
      Selling, General
    and Administrative
      Depreciation and
    Amortization
   40




---



##### Table of Contents



Restructuring
    Charges
    Impairment
    Losses
    Other Income
    (Expense)
    Income
    Taxes
    Liquidity and
    Capital Resources
     41




---



##### Table of Contents



Cash and Cash
    Equivalents
    Cash Flows from
    Operating Activities
    Cash Flows from
    Investing Activities
    Cash Flows from
    Financing Activities
   42




---



##### Table of Contents



Free Cash
    Flow
    Obligations and
    Future Capital Requirements
    Less than


1 to 3


3 to 5


Over 51 Year


Years


Years


Years


TotalCredit Facility

$



$



$



$



$
Capital lease obligations


1,645



1,935











3,580Equipment financing arrangements


2,680



1,389



240







4,309Purchase obligations


20,840



25,160



3,936







49,937Operating lease commitments


29,583



36,864



15,102



6,845



88,394Total

$
54,748


$
65,348


$
19,278


$
6,845


$
146,219   
    Contractual obligations to be paid in a foreign currency are
    translated at the period end exchange rate.
    Purchase obligations primarily consist of outstanding purchase
    orders for goods or services not yet received, which are not
    recognized as liabilities in our Consolidated Balance Sheets
    until such goods
    and/or
    services are received.
    The contractual obligation table excludes liabilities of
    $1.6 million related to uncertain tax positions because we
    cannot reliably estimate the timing of future cash payments. See
    Note 12 to the Consolidated Financial Statements for further
    discussion.  Purchase
    Obligations
    Future Capital
    Requirements
  and/or
  Form 10-K).
   43




---



##### Table of Contents



Debt Instruments
    and Related Covenants
      Client
    Concentration
      Recently Issued
    Accounting Pronouncements
   ITEM 7A.  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   44




---



##### Table of Contents



Interest Rate
    Risk
    Foreign Currency
    Risk
        Year Ended December 31,2009


2008


2007Canadian Dollar vs. U.S. Dollar


14.3
%


(23.9
)%


15.2
%Philippine Peso vs. U.S. Dollar


2.2
%


(15.1
)%


15.9
%Argentina Peso vs. U.S. Dollar


(8.1
)%


(11.5
)%


(2.7
)%Mexican Peso vs. U.S. Dollar


5.7
%


(26.7
)%


(1.1
)%S. African Rand vs. U.S. Dollar


20.6
%


(36.1
)%


2.7
%Australian Dollar vs. U.S. Dollar


21.8
%


(25.7
)%


10.1
%Euro vs. U.S. Dollar


2.9
%


(4.9
)%


9.6
%   Cash Flow Hedging
    Program
  and/or
   45




---



##### Table of Contents



Local Currency


U.S. Dollar


% Maturing in


Contracts Maturing2009

Notional Amount


Notional Amount


2010


ThroughCanadian Dollar


14,400


$
11,782



50.0
%

December 2011Canadian Dollar Call Options


19,400



17,301



100.0
%

December 2010Philippine Peso


4,615,000



96,354
(1)


82.0
%

December 2011Argentine Peso


9,000



2,454



100.0
%

May 2010Mexican Peso


491,500



34,880



76.8
%

September 2011South African Rand


23,000



2,081



100.0
%

February 2010British Pound Sterling


3,876



6,565
(2)


64.1
%

December 2011$
171,417   Local Currency


U.S. Dollar2008

Notional Amount


Notional AmountCanadian Dollar


88,300


$
77,865Canadian Dollar Call Options


44,400



39,305Philippine Peso


6,656,909



150,418
(1)Argentine Peso


102,072



29,054Mexican Peso


856,500



70,530S. African Rand


92,000



8,399British Pound Sterling


1,725



2,537
(2)$
378,108
     (1)

    
    Includes contracts to purchase Philippine pesos in exchange for
    New Zealand dollars, Australian dollars and British pound
    sterling, which are translated into equivalent U.S. dollars on
    December 31, 2009 and December 31, 2008.(2)

    
    Includes contracts to purchase British pound sterling in
    exchange for Euros, which are translated into equivalent U.S.
    dollars on December 31, 2009 and December 31, 2008.    December 31,


Maturing in2009


2010Canadian Dollar

$
3,418


$
2,331Philippine Peso


2,385



2,050Argentine Peso


(132
)


(132
)Mexican Peso


1,565



1,010S. African Rand


1,018



1,018British Pound Sterling


(150
)


(139
)$
8,104


$
6,138    46




---



##### Table of Contents



time-to-time.
  Fair Value of
    Debt and Equity Securities
   ITEM 8.  FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1
 ITEM 9.  CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE   ITEM 9A.  CONTROLS
    AND PROCEDURES  Form 10-K Rule 13a-14
  Disclosure Controls and Procedures
  Rule 13a-15(b) 15d-15(b)
     47




---



##### Table of Contents



page F-2.
  Changes in
    Internal Control Over Financial Reporting
    Managements
    Report on Internal Control over Financial Reporting
  Rules 13a-15(f)
  Form 10-K, Internal Control  Integrated Framework
 ITEM 9B.  OTHER
    INFORMATION   PART III ITEM 10.  DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   48




---



##### Table of Contents



www.teletech.com
 ITEM 11.  EXECUTIVE
    COMPENSATION   ITEM 12.  SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    AND RELATED STOCKHOLDER MATTERS   ITEM 13.  CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE   ITEM 14.  PRINCIPAL
    ACCOUNTANTS FEES AND SERVICES   PART IV ITEM 15.  EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES   1
.

Consolidated Financial Statements.The Index to Consolidated Financial Statements is set forth on
    page F-1
    of this report.2
.

Financial Statement Schedules.All schedules for TeleTech have been omitted since the required
    information is not present or not present in amounts sufficient
    to require submission of the schedule, or because the
    information is included in the respective Consolidated Financial
    Statements or notes thereto.3


Exhibits.   EXHIBIT INDEX
  Exhibit No.

Description3
.01

Restated Certificate of Incorporation of TeleTech (incorporated
    by reference to Exhibit 3.1 to TeleTechs Amendment
    No. 2 to
    Form S-1
    Registration Statement (Registration
    No. 333-04097)
    filed on July 5, 1996)3
.02

Second Amended and Restated Bylaws of TeleTech (incorporated by
    reference to Exhibit 3.02 to TeleTechs Current Report
    on
    Form 8-K
    filed on May 28, 2009)10
.01

TeleTech Holdings, Inc. Stock Plan, as amended and restated
    (incorporated by reference to Exhibit 10.7 to
    TeleTechs Amendment No. 2 to
    Form S-1
    Registration Statement (Registration
    No. 333-04097)
    filed on July 5, 1996)**10
.02

TeleTech Holdings, Inc. Amended and Restated Employee Stock
    Purchase Plan (incorporated by reference to Exhibit 99.1 to
    TeleTechs
    Form S-8
    Registration Statement (Registration
    No. 333-113432)
    filed on March 9, 2004)** 49




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##### Table of Contents



Exhibit No.

Description10
.03

TeleTech Holdings, Inc. Directors Stock Option Plan, as amended
    and restated (incorporated by reference to Exhibit 10.8 to
    TeleTechs Amendment No. 2 to
    Form S-1
    Registration Statement (Registration
    No. 333-04097)
    filed on July 5, 1996)**10
.04

TeleTech Holdings, Inc. Amended and Restated 1999 Stock Option
    and Incentive Plan (incorporated by reference to
    Exhibit 99.1 to TeleTechs
    Form S-8
    Registration Statement (Registration
    No. 333-96617)
    filed on July 17, 2002)**10
.05

Amendment to 1999 Stock Option and Incentive Plan dated
    February 11, 2009 (incorporated by reference to
    Exhibit 10.05 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.06

Form of Restricted Stock Unit Agreement (effective in 2007 and
    2008) (incorporated by reference to Exhibit 10.05 to
    TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2007)**10
.07

Amendment to Form of Restricted Stock Unit Agreement (effective
    December 2008) (incorporated by reference to Exhibit 10.07
    to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.08

Form of Restricted Stock Unit Agreement (effective in 2009)
    (incorporated by reference to Exhibit 10.1 TeleTechs
    Current Report on
    Form 8-K
    filed on February 17, 2009)**10
.09

Form of Non-Qualified Stock Option Agreement (below Vice
    President) (incorporated by reference to Exhibit 10.06 to
    TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2007)**10
.10

Form of Non-Qualified Stock Option Agreement (Vice President and
    above) (incorporated by reference to Exhibit 10.07 to
    TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2007)**10
.11

Form of Non-Qualified Stock Option Agreement (Non-Employee
    Director) (incorporated by reference to Exhibit 10.08 to
    TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2007)**10
.12

Independent Director Compensation Arrangements (effective
    May 21, 2009) (incorporated by reference to
    Exhibit 10.1 to TeleTechs Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009)**10
.13

Employment Agreement between James E. Barlett and TeleTech dated
    October 15, 2001 (incorporated by reference to
    Exhibit 10.66 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2001)**10
.14

Amendment to Employment Agreement between James E. Barlett and
    TeleTech dated December 31, 2008 (incorporated by reference
    to Exhibit 10.13 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.15

Stock Option Agreement dated October 15, 2001 between James
    E. Barlett and TeleTech (incorporated by reference to
    Exhibit 10.70 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2001)**10
.16

Amendment dated September 17, 2008 to Stock Option
    Agreement between James E. Barlett and TeleTech (incorporated by
    reference to Exhibit 10.15 to TeleTechs Annual Report
    on
    Form 10-K
    for the year ended December 31, 2008)**10
.17

Employment Agreement between Kenneth D. Tuchman and TeleTech
    dated October 15, 2001 (incorporated by reference to
    Exhibit 10.68 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2001)**10
.18

Amendment to Employment Agreement between Kenneth D. Tuchman and
    TeleTech dated December 31, 2008 (incorporated by reference
    to Exhibit 10.17 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.19

Stock Option Agreement between Kenneth D. Tuchman and TeleTech
    dated October 1, 2001 (incorporated by reference to
    Exhibit 10.69 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2001)** 50




---



##### Table of Contents



Exhibit No.

Description10
.20

Amendment dated September 17, 2008 to Stock Option
    Agreement between Kenneth D. Tuchman and TeleTech (incorporated
    by reference to Exhibit 10.19 to TeleTechs Annual
    Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.21

Employment Agreement dated April 6, 2004 between Gregory G.
    Hopkins and TeleTech (incorporated by reference to
    Exhibit 10.1 to TeleTechs Quarterly Report on
    Form 10-Q
    for the for the quarter ended September 30, 2008)**10
.22

Amendment to Employment Agreement between Gregory G. Hopkins and
    TeleTech dated December 16, 2008 (incorporated by reference
    to Exhibit 10.21 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.23

Amended and Restated Credit Agreement among TeleTech Holdings,
    Inc. as Borrower, The Lenders named herein, as lenders and
    Keybank National Association, as Lead Arranger, Sole Book Runner
    and Administrative Agent dated as of September 28, 2006
    (incorporated by reference to Exhibit 10.39 to
    TeleTechs Annual Report on
    Form 10-K
    filed on February 7, 2007)10
.24

First Amendment to the Amended and Restated Credit Agreement
    among TeleTech Holdings, Inc. as Borrower, the Lenders named
    herein, as Lenders and Keybank National Association, as Lead
    Arranger, Sole Book Runner and Administrative Agent dated as of
    October 24, 2006 (incorporated by reference to
    Exhibit 10.40 to TeleTechs Annual Report on
    Form 10-K
    filed on February 7, 2007)10
.25

Second Amendment to the Amended and Restated Credit Agreement
    among TeleTech Holdings, Inc. as Borrower, the Lenders named
    herein, as Lenders and Keybank National Association, as Lead
    Arranger, Sole Book Runner and Administrative Agent dated as of
    November 15, 2007 (incorporated by reference to
    Exhibit 10.1 to TeleTechs Current Report on
    Form 8-K
    filed on December 4, 2007)10
.26

Third Amendment to the Amended and Restated Credit Agreement
    among TeleTech Holdings, Inc. as Borrower, the Lenders named
    herein, as Lenders and Keybank National Association, as Lead
    Arranger, Sole Book Runner and Administrative Agent dated as of
    March 25, 2008 (incorporated by reference to
    Exhibit 10.1 TeleTechs Current Report on
    Form 8-K
    filed on March 27, 2008)10
.27

Fourth Amendment to the Amended and Restated Credit Agreement
    among TeleTech Holdings, Inc. as Borrower, the Lenders named
    herein, as Lenders and Keybank National Association, as Lead
    Arranger, Sole Book Runner and Administrative Agent dated as of
    June 30, 2008 (incorporated by reference to
    Exhibit 10.1 TeleTechs Current Report on
    Form 8-K
    filed on June 30, 2008)10
.28

Fifth Amendment to the Amended and Restated Credit Agreement
    among TeleTech Holdings, Inc. as Borrower, the Lenders named
    herein, as Lenders and Keybank National Association, as Lead
    Arranger, Sole Book Runner and Administrative Agent dated as of
    September 4, 2008 (incorporated by reference to
    Exhibit 10.1 TeleTechs Current Report on
    Form 8-K
    filed on September 8, 2008)21
.01*

List of subsidiaries23
.01*

Consent of Independent Registered Public Accounting Firm31
.01*

Rule 13a-14(a)
    Certification of CEO of TeleTech31
.02*

Rule 13a-14(a)
    Certification of CFO of TeleTech32
.01*

Written Statement of Chief Executive Officer Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002
    (18 U.S.C. Section 1350)32
.02*

Written Statement of Acting Chief Financial Officer Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002
    (18 U.S.C. Section 1350)     *
    
    Filed herewith.**
    
    Identifies exhibit that consists of or includes a management
    contract or compensatory plan or arrangement. 51




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##### Table of Contents



SIGNATURES      By:
    /s/  Kenneth
    D. Tuchman      Signature

Title/s/  Kenneth
    D. TuchmanKenneth
    D. Tuchman

PRINCIPAL EXECUTIVE OFFICER
    Chief Executive Officer and Chairman of the Board/s/  John
    R. Troka, Jr.John
    R. Troka, Jr.

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER Senior Vice President
    Finance  Global Operations and Interim Chief
    Financial Officer/s/  James
    E. BarlettJames
    E. Barlett

DIRECTOR/s/  William
    A. LinnenbringerWilliam
    A. Linnenbringer

DIRECTOR/s/  Ruth
    C. LipperRuth
    C. Lipper

DIRECTOR/s/  Shrikant
    MehtaShrikant
    Mehta

DIRECTOR/s/  Anjan
    MukherjeeAnjan
    Mukherjee

DIRECTOR/s/  Robert
    M. TarolaRobert
    M. Tarola

DIRECTOR/s/  Shirley
    YoungShirley
    Young

DIRECTOR  52




---



##### 



INDEX TO THE
    CONSOLIDATED FINANCIAL STATEMENTS OF TELETECH HOLDINGS,
    INC.   
 Page No.Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2009 and 2008


F-3Consolidated Statements of Operations and
    Comprehensive Income (Loss) for the Years Ended
    December 31, 2009, 2008 and 2007


F-4Consolidated Statements of Stockholders
    Equity for the Years Ended December 31, 2009, 2008 and
    2007


F-5Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008 and 2007


F-6Notes to the Consolidated Financial Statements


F-7   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control 
    Integrated Framework
          F-2




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIESConsolidated Balance Sheets
    (Amounts in thousands except share amounts)
  December 31,2009


2008ASSETSCurrent assetsCash and cash equivalents

$
109,424


$
87,942Accounts receivable, net


216,614



236,997Prepaids and other current assets


45,322



31,279Deferred tax assets, net


5,911



30,328Income taxes receivable


25,104



18,342Total current assets


402,375



404,888Long-term assetsProperty, plant and equipment, net


126,995



157,747Goodwill


45,250



44,150Contract acquisition costs, net


8,049



7,591Deferred tax assets, net


36,527



31,504Other long-term assets


20,971



23,062Total long-term assets


237,792



264,054Total assets

$
640,167


$
668,942LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable

$
17,625


$
26,214Accrued employee compensation and benefits


67,106



71,919Other accrued expenses


18,481



18,887Income taxes payable


20,327



19,168Deferred tax liabilities, net


3,145



Deferred revenue


13,164



12,867Other current liabilities


6,118



31,044Total current liabilities


145,966



180,099Long-term liabilitiesLine of credit






80,800Grant advances


745



1,824Negative investment in deconsolidated subsidiary


4,865



4,865Deferred rent


13,989



15,241Other long-term liabilities


18,701



25,219Total long-term liabilities


38,300



127,949Total liabilities


184,266



308,048Commitments and contingencies (Note 16)Stockholders equityPreferred stock; $0.01 par; 10,000,000 shares
    authorized; zero shares outstanding as of December 31, 2009
    and 2008






Common stock; $.01 par value; 150,000,000 shares
    authorized; 62,218,238 and 63,816,379 shares outstanding as
    of December 31, 2009 and 2008, respectively


622



638Additional paid-in capital


344,251



341,887Treasury stock at cost: 19,836,208 and 18,238,066 shares,
    respectively


(251,691
)


(228,596
)Accumulated other comprehensive income (loss)


10,513



(33,020
)Retained earnings


346,728



274,974Noncontrolling interest


5,478



5,011Total stockholders equity


455,901



360,894Total liabilities and stockholders equity

$
640,167


$
668,942    F-3




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIESConsolidated Statements of
    Operations and Comprehensive Income (Loss)
    (Amounts in thousands except per share amounts)
  Year Ended December 31,2009


2008


2007Revenue

$
1,167,915


$
1,400,147


$
1,369,632Operating expensesCost of services (exclusive of depreciation and amortization
    presented separately below)


820,517



1,024,451



1,001,459Selling, general and administrative


180,039



199,495



207,528Depreciation and amortization


56,991



59,166



55,953Restructuring charges, net


5,072



6,059



7,115Impairment losses


4,587



2,018



15,789Total operating expenses


1,067,206



1,291,189



1,287,844Income from operations


100,709



108,958



81,788Other income (expense)Interest income


2,634



4,816



2,364Interest expense


(3,158
)


(6,738
)


(6,645
)Other, net


2,858



(2,432
)


(2,156
)Total other income (expense)


2,334



(4,354
)


(6,437
)Income before income taxes


103,043



104,604



75,351Provision for income taxes


(27,477
)


(27,269
)


(19,562
)Net income


75,566



77,335



55,789Net income attributable to non-controlling interest


(3,812
)


(3,588
)


(2,686
)Net income attributable to TeleTech shareholders

$
71,754


$
73,747


$
53,103Other comprehensive income (loss)Net income

$
75,566


$
77,335


$
55,789Foreign currency translation adjustments


18,231



(48,396
)


25,955Derivative valuation, net of tax


25,647



(42,596
)


21,593Other






100



(117
)Total comprehensive income (loss)


119,444



(13,557
)


103,220Comprehensive income attributable to non-controlling interest


(4,157
)


(3,604
)


(2,754
)Comprehensive income (loss) attributable to TeleTech

$
115,287


$
(17,161
)

$
100,466Weighted average shares outstandingBasic


62,891



68,208



70,228Diluted


64,238



69,578



72,638Net income per share attributable to TeleTech shareholdersBasic

$
1.14


$
1.08


$
0.76Diluted

$
1.12


$
1.06


$
0.73    F-4




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##### Table of Contents





TELETECH
    HOLDINGS, INC. AND SUBSIDIARIESConsolidated Statements of
    Stockholders Equity
    (Amounts in thousands except per share amounts)
  Stockholders Equity of the CompanyAccumulatedAdditional


OtherPreferred Stock


Common Stock


Treasury


Paid-in


Comprehensive


Retained


Non-controlling


TotalShares


Amount


Shares


Amount


Stock


Capital


Income (Loss)


Earnings


interest


EquityBalance as of December 31, 2006





$




70,103


$
701


$
(96,200
)

$
298,327


$
10,525


$
149,361


$
5,877


$
368,591Net income






























53,103



2,686



55,789Dividends distributed to noncontrolling interest


































(5,076
)


(5,076
)Foreign currency translation adjustments


























25,887







68



25,955Derivatives valuation, net of tax


























21,593











21,593Cumulative effect of adoption FIN 48






























(1,237
)






(1,237
)Exercise of stock options










1,311



13







15,936















15,949Excess tax benefit from equity-based awards






















6,969















6,969Equity-based compensation expense






















13,361















13,361Purchases of common stock










(1,586
)


(16
)


(47,005
)


















(47,021
)Other


























(117
)










(117
)Balance as of December 31, 2007





$




69,828


$
698


$
(143,205
)

$
334,593


$
57,888


$
201,227


$
3,555


$
454,756Net income






























73,747



3,588



77,335Dividends distributed to noncontrolling interest


































(2,148
)


(2,148
)Foreign currency translation adjustments


























(48,412
)






16



(48,396
)Derivatives valuation, net of tax


























(42,596
)










(42,596
)Vesting of restricted stock units










148



2







(1,059
)














(1,057
)Exercise of stock options










334



3



4,124



(1,194
)














2,933Excess tax benefit from equity-based awards






















(1,176
)














(1,176
)Equity-based compensation expense






















10,723















10,723Purchases of common stock










(6,494
)


(65
)


(89,515
)


















(89,580
)Other


























100











100Balance as of December 31, 2008





$




63,816


$
638


$
(228,596
)

$
341,887


$
(33,020
)

$
274,974


$
5,011


$
360,894Net income






























71,754



3,812



75,566Dividends distributed to noncontrolling interest


































(3,690
)


(3,690
)Foreign currency translation adjustments


























17,886







345



18,231Derivatives valuation, net of tax


























25,647











25,647Vesting of restricted stock units










307



3



3,855



(5,777
)














(1,919
)Exercise of stock options










621



6



7,791



(1,638
)














6,159Excess tax benefit from equity-based awards






















(1,861
)














(1,861
)Equity-based compensation expense






















11,640















11,640Purchases of common stock










(2,526
)


(25
)


(34,741
)


















(34,766
)Balance as of December 31, 2009





$




62,218


$
622


$
(251,691
)

$
344,251


$
10,513


$
346,728


$
5,478


$
455,901    F-5




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##### Table of Contents





TELETECH
    HOLDINGS, INC. AND SUBSIDIARIESConsolidated Statements of Cash
    Flows
    (Amounts in thousands)
  Year Ended December 31,2009


2008


2007Cash flows from operating activitiesNet income

$
75,566


$
77,335


$
55,789Adjustment to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


56,991



59,166



55,953Amortization of contract acquisition costs


3,450



2,384



2,544Provision for doubtful accounts


1,412



1,990



576Loss (gain) on disposal of assets


1,603



(305
)


(428
)Impairment losses


4,587



2,018



15,789Deferred income taxes


6,066



752



(1,079
)Excess tax benefit from equity-based awards


(2,345
)


(1,485
)


Equity-based compensation expense


11,640



10,312



13,361(Gain) loss on foreign currency derivatives


(192
)


1,942



Changes in assets and liabilities:Accounts receivable


27,258



17,668



(32,588
)Prepaids and other assets


(6,194
)


8,658



(1,834
)Accounts payable and accrued expenses


(19,142
)


(14,259
)


(5,135
)Deferred revenue and other liabilities


(28
)


(5,610
)


566Net cash provided by operating activities


160,672



160,566



103,514Cash flows from investing activitiesProceeds from disposition of assets










11,968Proceeds from grant for property, plant and equipment


785



4,276



Purchases of property, plant and equipment


(24,973
)


(65,988
)


(61,083
)Settlement of foreign currency contracts for net investment
    hedging


(1,727
)






Purchases of foreign currency option contracts






(416
)


Payment for contract acquisition costs


(3,900
)






Net cash used in investing activities


(29,815
)


(62,128
)


(49,115
)Cash flows from financing activitiesProceeds from line of credit


920,960



1,147,730



657,700Payments on line of credit


(1,001,760
)


(1,132,330
)


(657,300
)Payments on capital lease obligations and equipment financing


(2,332
)


(1,359
)


(1,301
)Payments of debt refinancing fees






(1,109
)


(18
)Dividends distributed to non-controlling interest


(3,690
)


(2,148
)


(5,076
)Proceeds from exercise of stock options


6,159



2,933



15,949Excess tax benefit from equity based awards


484



309



6,969Purchase of treasury stock


(34,766
)


(89,580
)


(47,021
)Net cash used in financing activities


(114,945
)


(75,554
)


(30,098
)Effect of exchange rate changes on cash and cash equivalents


5,570



(26,181
)


8,586Increase (decrease) in cash and cash equivalents


21,482



(3,297
)


32,887Cash and cash equivalents, beginning of period


87,942



91,239



58,352Cash and cash equivalents, end of period

$
109,424


$
87,942


$
91,239Supplemental disclosuresCash paid for interest

$
2,775


$
4,098


$
5,696Cash paid for income taxes

$
24,543


$
21,196


$
19,658Non-cash investing and financing activitiesAcquisition of equipment through installment purchase agreements

$
3,971


$



$
2,030Landlord incentives credited to deferred rent

$
165


$




1,978Grant income credited to property, plant and equipment

$
745


$
792


$
Recognition of asset retirement obligations

$
183


$



$
180    F-6




---



##### Table of Contents





TELETECH
    HOLDINGS, INC. AND SUBSIDIARIESNotes to the Consolidated Financial
    Statements
  (1)
    OVERVIEW AND
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Overview
    Basis of
    Presentation
        Use of
    Estimates
    Concentration of
    Credit Risk
   F-7




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    Fair Value of
    Financial Instruments
    Cash and Cash
    Equivalents
    Accounts
    Receivable
    Derivatives
     F-8




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
      Property, Plant
    and Equipment
      Building

25 yearsComputer equipment and software

3 to 5 yearsTelephone equipment

4 to 7 yearsFurniture and fixtures

5 yearsLeasehold improvements

Lesser of economic useful life (typically 10 years) or
    original lease termOther

3 to 7 years     Software
    Development Costs
    Goodwill
    Contract
    Acquisition Costs
   F-9




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
  Other Intangible
    Assets
    Self Insurance
    Liabilities
    Restructuring
    Liabilities
    and/or
  Grant
    Advances
    Income
    Taxes
     F-10




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
      Equity-Based
    Compensation Expense
    Foreign Currency
    Translation
    Revenue
    Recognition
    Production Rate
  Performance based
  Hybrid
 F-11




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    Training Revenue
    and Costs
    Deferred
    Revenue
    Rent
    Expense
    Asset Retirement
    Obligations
  and/or
    Recently Issued
    Accounting Pronouncements
   F-12




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
               F-13




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
            (2)
    DISPOSITIONS  Database
    Marketing and Consulting
     F-14




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
      Customer
    Solutions Mauritius
        Current assets

$
(840
)Property, plant and equipment


(1,601
)Non-current assets


(1,196
)Liabilities assumed


1,911Net assets disposed of


(1,726
)Fair value of consideration received, net of costs of sale


8,731Gain recorded on sale

$
7,005   (3)
    DECONSOLIDATION
    OF A SUBSIDIARY     F-15




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    December 22,


December 31,


December 31,2008


2008


2009Total current assets

$
1,700


$
1,700


$
1,700Total long-term assets


3,110



2,379



2,379Total assets

$
4,810


$
4,079


$
4,079Total current liabilities

$
3,931


$
7,886


$
7,886Total long-term liabilities


5,744







Total liabilities


9,675



7,886



7,886Total stockholders deficit


(4,865
)


(3,807
)


(3,807
)Total liabilities and stockholders deficit

$
4,810


$
4,079


$
4,079   (4)
    SEGMENT
    INFORMATION         F-16




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    As of and for theYear Ended December 31,2009


2008


2007RevenueNorth American BPO

$
886,738


$
1,020,722


$
996,886International BPO


281,177



379,425



355,854Database Marketing and Consulting










16,892Total

$
1,167,915


$
1,400,147


$
1,369,632Depreciation and amortizationNorth American BPO

$
39,603


$
41,385


$
37,014International BPO


17,388



17,756



15,073Database Marketing and Consulting






25



3,866Total

$
56,991


$
59,166


$
55,953Income from operationsNorth American BPO

$
111,497


$
103,084


$
111,700International BPO


(10,788
)


6,351



6,615Database Marketing and Consulting






(477
)


(36,527
)Total

$
100,709


$
108,958


$
81,788Capital expendituresNorth American BPO

$
22,892


$
40,216


$
42,445International BPO


2,081



25,772



18,008Database Marketing and Consulting










630Total

$
24,973


$
65,988


$
61,083AssetsNorth American BPO

$
450,434


$
483,187


$
469,261International BPO


189,733



185,755



288,757Database Marketing and Consulting










2,277Total

$
640,167


$
668,942


$
760,295GoodwillNorth American BPO

$
35,885


$
35,885


$
35,885International BPO


9,365



8,265



9,269Database Marketing and Consulting










Total

$
45,250


$
44,150


$
45,154  F-17




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    As of and for theYear Ended December 31,2009


2008


2007RevenueUnited States

$
411,438


$
407,546


$
431,602Philippines


309,793



289,026



222,499Latin America


200,486



304,093



234,167Europe


115,804



151,069



146,451Canada


82,500



154,190



203,061Asia Pacific / Africa


47,894



94,223



131,852Total

$
1,167,915


$
1,400,147


$
1,369,632Property, plant and equipment, grossUnited States

$
260,243


$
261,064


$
241,660Philippines


79,898



71,974



62,044Latin America


85,662



82,201



88,823Europe


19,889



19,226



16,206Canada


43,408



49,813



63,126Asia Pacific / Africa


29,238



22,620



52,824Total

$
518,338


$
506,898


$
524,683Other long-term assetsUnited States

$
15,128


$
15,836


$
25,139Philippines


2,042



2,573



2,555Latin America


1,107



1,814



3,363Europe


984



781



726Canada


164



561



631Asia Pacific / Africa


1,547



1,497



1,345Total

$
20,972


$
23,062


$
33,759   (5)
    ACCOUNTS
    RECEIVABLE AND SIGNIFICANT CLIENTS    December 31,2009


2008Accounts receivable

$
222,194


$
242,548Less: Allowance for doubtful accounts


(5,580
)


(5,551
)Accounts receivable, net

$
216,614


$
236,997  F-18




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    December 31,2009


2008


2007Balance, beginning of year

$
5,551


$
4,725


$
4,720Provision for doubtful accounts


1,412



1,990



576Deductions for uncollectible receivables written-off


(2,069
)


(193
)


(380
)Effect of foreign currency


686



(971
)


(191
)Balance, end of year

$
5,580


$
5,551


$
4,725     Year Ended December 31,2009

2008

2007T-Mobile


10
%


4
%


n/aSprint Nextel


6
%


13
%


15
%     Year Ended December 31,2009

2008

2007T-Mobile

$
27,569


$
15,987



n/aSprint Nextel

$
6,554


$
20,375


$
37,347     (6)
    PROPERTY, PLANT
    AND EQUIPMENT    December 31,2009


2008Land and buildings

$
44,528


$
44,532Computer equipment and software


232,689



215,688Telephone equipment


45,150



47,692Furniture and fixtures


54,685



54,402Leasehold improvements


140,762



143,105Construction-in-progress


31



1,333Other


493



146Property, plant and equipment, gross


518,338



506,898Less: Accumulated depreciation and amortization


(391,343
)


(349,151
)Property, plant and equipment, net

$
126,995


$
157,747    F-19




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    (7)
    GOODWILL AND
    IMPAIRMENT    Effect ofDecember 31,








Foreign


December 31,2008


Acquisitions


Impairments


Currency


2009North American BPO

$
35,885


$



$



$



$
35,885International BPO


8,265











1,100



9,365Total

$
44,150


$



$



$
1,100


$
45,250   Effect ofDecember 31,








Foreign


December 31,2007


Acquisitions


Impairments


Currency


2008North American BPO

$
35,885


$



$



$



$
35,885International BPO


9,269











(1,004
)


8,265Total

$
45,154


$



$



$
(1,004
)

$
44,150   Impairment
  and/or
   F-20




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
   (8)
    CONTRACT
    ACQUISITION COSTS    December 31,2009


2008Contract acquisition costs, gross

$
30,710


$
26,802Less: Accumulated amortization


(22,661
)


(19,211
)Contract acquisition costs, net

$
8,049


$
7,591       2010

$
3,2362011


2,8482012


9502013


7612014


254Total

$
8,049   (9)
    OTHER INTANGIBLE
    ASSETS    Amortization



Effect ofDecember 31,

and



Foreign

December 31,2008

Impairment

Disposals

Currency

2009Customer relationships, gross

$
11,445


$
(604
)

$
(4,879
)

$
1,338


$
7,300Customer relationships accumulated amortization


(5,494
)


(1,071
)


4,879



(869
)


(2,555
)Trade name  indefinite life


1,800















1,800Other intangible assets, net

$
7,751


$
(1,675
)

$



$
469


$
6,545   Amortization



Effect ofDecember 31,

and



Foreign

December 31,2007

Impairment

Disposals

Currency

2008Customer relationships, gross

$
12,689


$



$



$
(1,244
)

$
11,445Customer relationships accumulated amortization


(4,937
)


(1,647
)






1,090



(5,494
)Trade name  indefinite life


1,800















1,800Other intangible assets, net

$
9,552


$
(1,647
)

$



$
(154
)

$
7,751    F-21




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    2010

$
7302011


7302012


7302013


7302014


730Thereafter


1,095Total

$
4,745   (10)
    DERIVATIVES  Cash Flow
    Hedges
    Year Ended December 31,2009


2008


2007Aggregate unrealized net gain (loss) at beginning of year

$
(21,180
)

$
21,417


$
(176
)Net gain/(loss) from change in fair value of cash flow hedges


14,427



(39,624
)


29,888Net gain/(loss) reclassified to earnings from effective hedges


11,221



(2,973
)


(8,295
)Aggregate unrealized net (loss) gain at end of year

$
4,468


$
(21,180
)

$
21,417     Local Currency


U.S. Dollar


% Maturing in


Contracts Maturing2009

Notional Amount


Notional Amount


2010


ThroughCanadian Dollar


14,400


$
11,782



50.0
%

December 2011Canadian Dollar Call Options


19,400



17,301



100.0
%

December 2010Philippine Peso


4,615,000



96,354
(1)


82.0
%

December 2011Argentine Peso


9,000



2,454



100.0
%

May 2010Mexican Peso


491,500



34,880



76.8
%

September 2011South African Rand


23,000



2,081



100.0
%

February 2010British Pound Sterling


3,876



6,565
(2)


64.1
%

December 2011$
171,417   F-22




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
  Local Currency


U.S. Dollar2008

Notional Amount


Notional AmountCanadian Dollar


88,300


$
77,865Canadian Dollar Call Options


44,400



39,305Philippine Peso


6,656,909



150,418
(1)Argentine Peso


102,072



29,054Mexican Peso


856,500



70,530S. African Rand


92,000



8,399British Pound Sterling


1,725



2,537
(2)$
378,108
     (1)

    
    Includes contracts to purchase Philippine pesos in exchange for
    New Zealand dollars, Australian dollars and British pound
    sterling, which are translated into equivalent U.S. dollars on
    December 31, 2009 and December 31, 2008.(2)

    
    Includes contracts to purchase British pound sterling in
    exchange for Euros, which are translated into equivalent U.S.
    dollars on December 31, 2009 and December 31, 2008.  Hedge of Net
    Investment
    Fair Value
    Hedges
    Embedded
    Derivatives
   F-23




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
  Derivative
    Valuation and Settlements
    December 31, 2009Designated as HedgingInstruments


Not Designated as Hedging InstrumentsForeign


Foreign


Foreign


ForeignDerivative contracts:

Exchange


Exchange


Exchange


Exchange


LeasesOption andNet


Forward





EmbeddedDerivative classification:

Cash Flow


Investment


Contracts


Fair Value


DerivativeFair value and location of derivative in the Consolidated
    Balance Sheet:Prepaids and other current assets

$
8,022


$



$
42


$
29


$
Other long-term assets


1,996















Other current liabilities


(1,884
)










(137
)


(139
)Other long-term liabilities


(30
)














(230
)Total fair value of derivatives, net

$
8,104


$



$
42


$
(108
)

$
(369
)   December 31, 2008Designated as HedgingInstruments


Not Designated as Hedging InstrumentsForeign


Foreign


Foreign


ForeignDerivative contracts:

Exchange


Exchange


Exchange


Exchange


LeasesOption andNet


Forward





EmbeddedDerivative classification:

Cash Flow


Investment


Contracts


Fair Value


DerivativeFair value and location of derivative in the Consolidated
    Balance Sheet:Prepaids and other current assets

$
1,926


$



$



$



$
Other long-term assets


2,297















9Other current liabilities


(30,757
)


(113
)






(44
)


(130
)Other long-term liabilities


(6,555
)














(1,355
)Total fair value of derivatives, net

$
(33,089
)

$
(113
)

$



$
(44
)

$
(1,476
)  F-24




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    Year Ended  December 31,2009


2008Designated as Hedging


Designated asInstruments


Hedging InstrumentsForeign


Foreign


Foreign


ForeignDerivative contracts:

Exchange


Exchange


Exchange


ExchangeNet





NetDerivative classification:

Cash Flow


Investment


Cash Flow


InvestmentAmount of gain or (loss) recognized in other comprehensive
    income  effective portion, net of tax:

$
14,427


$
(1,727
)

$
(39,624
)

$
507Amount and location of net gain or (loss) reclassified from
    accumulated OCI to income  effective portion:Revenue

$
(18,293
)

$



$
4,873


$
Amount and location of net gain or (loss) reclassified from
    accumulated OCI to income  ineffective portion and
    amount excluded from effectiveness testing:Other, net

$



$



$



$
   Year Ended December 31,2009


2008Not Designated as Hedging Instruments


Not Designated as Hedging InstrumentsDerivative contracts:

Foreign Exchange


Leases


Foreign Exchange


LeasesOption and








Option andForward





Embedded


Forward





EmbeddedDerivative classification:

Contracts


Fair Value


Derivative


Contracts


Fair Value


DerivativeAmount and location of net gain or (loss) recognized in the
    Consolidated Statement of Operations:Cost of services

$



$



$
1,108


$



$



$
(1,942
)Other, net


(87
)


(144
)










1,973



   (11)
    FAIR
    VALUE    Level 1 
    Quoted prices in active markets for identical assets or
    liabilities.Level 2 
    Observable inputs other than quoted prices included in
    Level 1, such as quoted prices for similar assets and
    liabilities in active markets, similar assets and liabilities in
    markets that are not active or can be corroborated by observable
    market data.Level 3 
    Unobservable inputs that are supported by little or no market
    activity and that are significant to the fair value of the
    assets or liabilities. This includes certain pricing models,
    discounted cash flow methodologies and similar techniques that
    use significant unobservable inputs. F-25




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
       Accounts Receivable and Payable
  Debt
  Derivatives 
  As of
    December 31, 2009
  Fair Value Measurements UsingQuoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


At Fair ValueCash flow hedges

$



$
8,104


$



$
8,104Fair value hedges






(108
)






(108
)Embedded derivatives






(369
)






(369
)Option and Forward Contracts






42







42Total net derivative asset (liability)

$



$
7,669


$



$
7,669   As of
    December 31, 2008
  Fair Value Measurements UsingQuoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


Inputs(Level 1)


(Level 2)


(Level 3)


At Fair ValueCash flow hedges

$



$
(33,089
)

$



$
(33,089
)Fair value hedges






(44
)






(44
)Embedded derivatives






(1,476
)






(1,476
)Net investment hedges






(113
)






(113
)Total net derivative asset (liability)

$



$
(34,722
)

$



$
(34,722
)    F-26




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
  Money Market Investments  The Company invests in
    various well-diversified money market funds which are managed by
    financial institutions. These money market funds are not
    publicly traded, but have historically been highly liquid. The
    value of the money market funds is determined by the banks based
    upon the funds net asset values (NAV). All of
    the money market funds currently permit daily investments and
    redemptions at a $1.00 NAV.
  Deferred Compensation Plan
    As of
    December 31, 2009
  Fair Value Measurements UsingQuoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs(Level 1)


(Level 2)


(Level 3)AssetsMoney market investments

$



$



$
Derivative instruments, net

$



$
7,669


$
Total assets

$



$
7,669


$
LiabilitiesDeferred compensation plan liability

$



$
(3,399
)

$
Total liabilities

$



$
(3,399
)

$
   As of
    December 31, 2008
  Fair Value Measurements UsingQuoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs(Level 1)


(Level 2)


(Level 3)AssetsMoney market investments

$



$
44


$
Total assets

$



$
44


$
LiabilitiesDeferred compensation plan liability

$



$
(3,187
)

$
Derivative instruments, net

$



$
(34,722
)

$
Total liabilities

$



$
(37,909
)

$
  F-27




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
   (12)
    INCOME
    TAXES    Year Ended December 31,2009


2008


2007Domestic

$
34,791


$
23,113


$
(141
)Foreign


68,306



81,491



75,492Total

$
103,097


$
104,604


$
75,351     Year Ended December 31,2009


2008


2007Current provisionFederal

$
7,751


$
8,480


$
3,106State


(317
)


933



1,361Foreign


13,977



17,104



16,174Total current provision


21,411



26,517



20,641Deferred provision (benefit)Federal


7,027



1,009



(3,973
)State


460



331



(543
)Foreign


(1,421
)


(588
)


3,437Total deferred provision (benefit)


6,066



752



(1,079
)Total provision for income taxes

$
27,477


$
27,269


$
19,562     Year Ended December 31,2009


2008


2007Income tax per U.S. federal statutory rate (35%)

$
36,084


$
36,611


$
26,372State income taxes, net of federal deduction


1,015



716



342Change in valuation allowances


(2,855
)


(2,825
)


(378
)Foreign income taxes at different rates than the U.S.


(12,812
)


(11,426
)


(6,693
)Foreign withholding taxes


3,402



2,501



1,731Record increase to deferred tax assets due toimplementation of tax planning strategies










(828
)Losses in international markets without tax benefits


856



560



912Nondeductible compensation under Section 162(m)


1,162



175



224Liabilities for uncertain tax positions


401



(72
)


(162
)Permanent difference related to foreign exchange gains


(110
)


(149
)


(2,381
)(Income)/losses of foreign branch operations


(78
)


2,501



3,535Permanent difference related to sale of joint venture










(2,406
)Non-taxable earnings of minority interest


(434
)


(863
)


(785
)Other


846



(460
)


79Income tax per effective tax rate

$
27,477


$
27,269


$
19,562  F-28




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    Year Ended December 31,2009


2008Deferred tax assets, grossAccrued workers compensation, deferred compensation and employee
    benefits

$
4,014


$
5,682Allowance for doubtful accounts, insurance and other accruals


6,258



8,694Depreciation and amortization


11,279



12,257Amortization of deferred rent liabilities


5,273



5,227Net operating losses


13,756



10,064Equity compensation


5,979



7,451Customer acquisition and deferred revenue accruals


3,071



6,196Federal and state tax credits


14,972



21,299Unrealized losses on derivatives






13,541Other


4,555



3,331Total deferred tax assets, gross


69,157


$
93,742Valuation allowances


(20,363
)


(28,851
)Total deferred tax assets, net


48,794


$
64,891Deferred tax liabilitiesLong-term lease obligations


(1,327
)


(1,573
)Unrealized losses on derivatives


(2,851
)


Contract acquisition costs


(505
)


(1,362
)Future losses in UK


(1,967
)


Other


(2,851
)


(124
)Total deferred tax liabilities


(9,501
)


(3,059
)Net deferred tax assets

$
39,293


$
61,832        F-29




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
      2008

$
2009


2010


2011


92012


1002013


1742014


1,7872015


525No expiration


30,693Total

$
33,288         Accounting for
    Uncertainty in Income Taxes
       F-30




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
        Balance as of December 31, 2006

$
22,305Additions for current year tax positions


35Reductions in prior year tax positions


(337
)Lapses in statute of limitations


(71
)Balance as of December 31, 2007

$
21,932Additions for current year tax positions


613Reductions in prior year tax positions


(627
)Balance as of December 31, 2008

$
21,918Additions for current year tax positions


352Reductions in prior year tax positions


(238
)Balance as of December 31, 2009

$
22,032     Tax Jurisdiction

Tax Year EndedUnited States

2002 to presentArgentina

2003 to presentAustralia

2004 to presentBrazil

2000 to presentCanada

2003 to presentMexico

2004 to presentPhilippines

2003 to presentSpain

2004 to present     (13)
    RESTRUCTURING
    CHARGES AND IMPAIRMENT LOSSES  Restructuring
    Charges
   F-31




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
      Year Ended December 31,2009


2008


2007North American BPOReduction in Force

$
4,199


$
744


$
2,251Facility exit charges


597



2,385



Reversals


(1,408
)


(182
)


(622
)Total

$
3,388


$
2,947


$
1,629   Year Ended December 31,2009


2008


2007International BPOReduction in Force

$
1,516


$
3,169


$
894Facility exit charges


168







Total

$
1,684


$
3,169


$
894   Year Ended December 31,2009


2008


2007Database Marketing and ConsultingReduction in Force

$



$
8


$
742Facility exit charges










3,951Reversals






(65
)


(101
)Total

$



$
(57
)

$
4,592     Closure of DeliveryCenters


Reduction in Force


TotalBalance as of December 31, 2007

$
4,326


$
348


$
4,674Expense


2,975



3,333



6,308Payments


(4,832
)


(3,586
)


(8,418
)Reversals


(154
)


(95
)


(249
)De-consolidation of subsidiary


(202
)






(202
)Balance as of December 31, 2008


2,113







2,113Expense


772



5,708



6,480Payments


(1,293
)


(5,504
)


(6,797
)Reversals


(1,217
)


(191
)


(1,408
)Balance as of December 31, 2009

$
375


$
13


$
388    F-32




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
  Impairment
    Losses
        (14)
    INDEBTEDNESS     F-33




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
   (15)
    DEFERRED TRAINING
    REVENUE AND COSTS    December 31,2009


2008Deferred Training Revenue  Current

$
7,083


$
10,550Deferred Training Revenue  Long-term


2,297



4,758Total Deferred Training Revenue

$
9,380


$
15,308     Year Ended December 31,2009


2008


2007Balance, beginning of year

$
15,308


$
12,662


$
12,552Add: Amounts deferred due to new business


17,853



20,961



9,333Less: Revenue recognized


(24,415
)


(17,830
)


(9,293
)Net increase/(decrease) in deferred revenue


(6,562
)


3,131



40Effect of foreign currency


634



(485
)


70Balance, end of year

$
9,380


$
15,308


$
12,662     December 31,2009


2008Deferred Training Costs  Current

$
2,800


$
4,447Deferred Training Costs  Long-term


779



2,112Total Deferred Training Costs

$
3,579


$
6,559     Year Ended December 31,2009


2008


2007Balance, beginning of year

$
6,559


$
5,327


$
5,209Add: Amounts deferred due to new business


7,180



8,916



3,572Less: Recognized expense


(10,119
)


(7,452
)


(3,452
)Net increase/(decrease) in deferred costs


(2,939
)


1,464



120Effect of foreign currency


(41
)


(232
)


(2
)Balance, end of year

$
3,579


$
6,559


$
5,327   (16)
    COMMITMENTS AND
    CONTINGENCIES  Letters of
    Credit
    Guarantees
   F-34




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    Legal
    Proceedings
    Securities
    Class Action
  Beasley v. TeleTech Holdings, Inc., et
    al. Rule 10b-5 Brown v. TeleTech Holdings, Inc., et
    al., In re: TeleTech Litigation
  Derivative
    Action
  Susan
    M. Gregory v. Kenneth D. Tuchman, et al.
 F-35




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
   (17)
    LEASES    sub-leased sub-lease sub-lease
    Operating


Sub-LeaseLeases


Income2010

$
29,583


$
1,7522011


21,858



1,7522012


15,006



1,8232013


9,942



1,8232014


5,160



1,823Thereafter


6,845



14,318Total

$
88,394


$
23,291   CapitalLeases2010

$
1,6452011


1,5322012


403Total


3,580Less amount representing interest


384Present value of minimum lease payments


3,196Less current portion


1,387Long-term portion

$
1,809       December 31,2009


2008Historical cost

$
12,181


$
12,181Less: Accumulated depreciation


(10,435
)


(9,623
)$
1,746


$
2,558  F-36




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
  Asset Retirement
    Obligations
    Balance at








Modifications


Balance atDecember 31,


New Lease





and


December 31,2008


Obligations


Accretion


settlements
    (1)


2009ARO liability at inception

$
1,788


$
183


$



$
(173
)

$
1,798Accumulated accretion


702



8



90



5



805$
2,490


$
191


$
90


$
(168
)

$
2,603   Balance at








Modifications


Balance atDecember 31,


New Lease





and


December 31,2007


Obligations


Accretion


settlements
    (1)


2008ARO liability at inception

$
2,334


$



$



$
(546
)

$
1,788Accumulated accretion


647







116



(61
)


702$
2,981


$



$
116


$
(607
)

$
2,490     (1)

    
    Modifications to ARO liabilities and accumulated accretion occur
    when lease agreements are amended or when assumptions change,
    such as the rate of inflation. Modifications are accounted for
    prospectively as changes in estimates. Settlements occur when
    leased premises are vacated and the actual cost of restoration
    is paid. Differences between the actual costs of restoration and
    the balance recorded as ARO liabilities are recognized as gains
    or losses in the accompanying Consolidated Statements of
    Operations and Comprehensive Income (Loss). F-37




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
   (18)
    ACCUMULATED OTHER
    COMPREHENSIVE INCOME (LOSS)    Translation AdjustmentsForeignCurrency


Net


CashTranslation


Investment


FlowAdjustments


Hedges


Hedges


Other


TotalsAccumulated other comprehensive income (loss) at
    December 31, 2006

$
10,796


$



$
(176
)

$
(95
)

$
10,525Gross changes


25,887







26,802



(117
)


52,572Tax










(5,209
)






(5,209
)Other comprehensive income (loss), net of tax


25,887







21,593



(117
)


47,363Accumulated other comprehensive income (loss) at
    December 31, 2007


36,683







21,417



(212
)


57,888Gross changes


(48,919
)


507



(64,170
)


100



(112,482
)Tax










21,574







21,574Other comprehensive income (loss), net of tax


(48,919
)


507



(42,596
)


100



(90,908
)Accumulated other comprehensive income (loss) at
    December 31, 2008


(12,236
)


507



(21,179
)


(112
)


(33,020
)Gross changes


19,613



(1,727
)


47,071







64,957Tax










(21,424
)






(21,424
)Other comprehensive income (loss), net of tax


19,613



(1,727
)


25,647







43,533Accumulated other comprehensive income (loss) at
    December 31, 2009

$
7,377


$
(1,220
)

$
4,468


$
(112
)

$
10,513   (19)
    NET INCOME PER
    SHARE    Year Ended December 31,2009


2008


2007Shares used in basic earnings per share calculation


62,891



68,208



70,228Effect of dilutive securities:Stock options


814



1,370



2,363Restricted stock units


533







47Total effects of dilutive securities


1,347



1,370



2,410Shares used in dilutive earnings per share calculation


64,238



69,578



72,638    F-38




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    (20)
    EMPLOYEE
    COMPENSATION PLANS  Employee Benefit
    Plan
    Equity
    Compensation Plans
  Stock
    Options
     F-39




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    Year Ended December 31,2009

2008

2007Risk-free interest rate



2.3%

4.5% - 4.9%Expected life in years



2.6

2.6 - 4.4Expected volatility



60.6%

43.1% - 53.3%Dividend yield



0%

0%Weighted-average volatility



60.6%

47.2%       WeightedWeighted


Average


AggregateAverage


Remaining


IntrinsicExercise


Contract


ValueShares


Price


Term in Years


(000s)Outstanding as of December 31, 2008


4,201,404


$
11.71Exercises


(621,228
)

$
9.91Pre-vest cancellations


(136,800
)

$
13.83Post-vest cancellations/expirations


(105,463
)

$
18.43Outstanding as of December 31, 2009


3,337,913


$
11.72



3.8


$
30,334Vested and exercisable as of December 31, 2009


3,183,073


$
11.69



3.7


$
29,145     Compensation  Stock Compensation
    Restricted Stock
    Units
  2007 RSU Awards:
 F-40




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
  10-year
  2008 and 2009 RSU Awards:
  Summary of RSUs:
      WeightedAverageGrantDate FairShares


ValueUnvested as of December 31, 2008


2,623,871


$
19.43Granted


941,299


$
9.42Vested


(440,939
)

$
18.67Cancellations/expirations


(729,253
)

$
18.29Unvested as of December 31, 2009


2,394,978


$
17.67      F-41




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##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    (21)
    STOCK REPURCHASE
    PROGRAM  Stock Repurchase
    Program
    (22)
    RELATED PARTY
    TRANSACTIONS    (23)
    OTHER FINANCIAL
    INFORMATION    December 31,2009


2008Workers compensation

$
2,525


$
3,096Employee health and dental insurance


2,971



2,657Other general liability insurance


723



1,222Total self-insurance liabilities

$
6,219


$
6,975  F-42




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
   (24)
    QUARTERLY
    FINANCIAL DATA (UNAUDITED)    First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
304,030


$
301,512


$
281,524


$
280,849Cost of services


218,842



213,049



194,609



194,017Selling, general and administrative


48,515



44,981



42,565



43,978Depreciation and amortization


14,062



13,808



15,664



13,457Restructuring charges, net


303



4,008



703



58Impairment losses


1,967



2,620







Income from operations


20,341



23,046



27,983



29,339Other income (expense)


726



399



445



764Provision for income taxes


(5,180
)


(6,328
)


(6,971
)


(8,998
)Non-controlling interest


(824
)


(987
)


(935
)


(1,066
)Net income attributable to TeleTech shareholders

$
15,063


$
16,130


$
20,522


$
20,039Weighted average shares outstandingBasic


63,908



63,098



62,159



62,415Diluted


64,300



64,175



63,832



64,243Net income per share attributable to TeleTech shareholdersBasic

$
0.24


$
0.26


$
0.33


$
0.32Diluted

$
0.23


$
0.25


$
0.32


$
0.31      F-43




---



##### Table of Contents



TELETECH
    HOLDINGS, INC. AND SUBSIDIARIES
    Notes to the Consolidated Financial Statements
    First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenue

$
367,636


$
357,416


$
349,110


$
325,985Cost of services


270,100



265,833



252,666



235,852Selling, general and administrative


51,372



45,858



51,157



51,108Depreciation and amortization


15,160



15,624



14,998



13,384Restructuring charges, net


2,202



440



2,015



1,402Impairment losses










1,033



985Income from operations


28,802



29,661



27,241



23,254Other income (expense)


(1,048
)


(543
)


(777
)


(1,986
)Provision for income taxes


(7,793
)


(7,536
)


(5,368
)


(6,572
)Non-controlling interest


(836
)


(1,220
)


(936
)


(596
)Net income attributable to TeleTech shareholders

$
19,125


$
20,362


$
20,160


$
14,100Weighted average shares outstandingBasic


69,937



69,977



68,217



64,741Diluted


71,508



71,729



69,508



65,217Net income per share attributable to TeleTech shareholdersBasic

$
0.27


$
0.29


$
0.30


$
0.22Diluted

$
0.27


$
0.28


$
0.29


$
0.22        F-44




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description3
.01

Restated Certificate of Incorporation of TeleTech (incorporated
    by reference to Exhibit 3.1 to TeleTechs Amendment
    No. 2 to
    Form S-1
    Registration Statement (Registration
    No. 333-04097)
    filed on July 5, 1996)3
.02

Second Amended and Restated Bylaws of TeleTech (incorporated by
    reference to Exhibit 3.02 to TeleTechs Current Report
    on
    Form 8-K
    filed on May 28, 2009)10
.01

TeleTech Holdings, Inc. Stock Plan, as amended and restated
    (incorporated by reference to Exhibit 10.7 to
    TeleTechs Amendment No. 2 to
    Form S-1
    Registration Statement (Registration
    No. 333-04097)
    filed on July 5, 1996)**10
.02

TeleTech Holdings, Inc. Amended and Restated Employee Stock
    Purchase Plan (incorporated by reference to Exhibit 99.1 to
    TeleTechs
    Form S-8
    Registration Statement (Registration
    No. 333-113432)
    filed on March 9, 2004)**10
.03

TeleTech Holdings, Inc. Directors Stock Option Plan, as amended
    and restated (incorporated by reference to Exhibit 10.8 to
    TeleTechs Amendment No. 2 to
    Form S-1
    Registration Statement (Registration
    No. 333-04097)
    filed on July 5, 1996)**10
.04

TeleTech Holdings, Inc. Amended and Restated 1999 Stock Option
    and Incentive Plan (incorporated by reference to
    Exhibit 99.1 to TeleTechs
    Form S-8
    Registration Statement (Registration
    No. 333-96617)
    filed on July 17, 2002)**10
.05

Amendment to 1999 Stock Option and Incentive Plan dated
    February 11, 2009 (incorporated by reference to
    Exhibit 10.05 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.06

Form of Restricted Stock Unit Agreement (effective in 2007 and
    2008) (incorporated by reference to Exhibit 10.05 to
    TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2007)**10
.07

Amendment to Form of Restricted Stock Unit Agreement (effective
    December 2008) (incorporated by reference to Exhibit 10.07
    to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.08

Form of Restricted Stock Unit Agreement (effective in 2009)
    (incorporated by reference to Exhibit 10.1 TeleTechs
    Current Report on
    Form 8-K
    filed on February 17, 2009)**10
.09

Form of Non-Qualified Stock Option Agreement (below Vice
    President) (incorporated by reference to Exhibit 10.06 to
    TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2007)**10
.10

Form of Non-Qualified Stock Option Agreement (Vice President and
    above) (incorporated by reference to Exhibit 10.07 to
    TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2007)**10
.11

Form of Non-Qualified Stock Option Agreement (Non-Employee
    Director) (incorporated by reference to Exhibit 10.08 to
    TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2007)**10
.12

Independent Director Compensation Arrangements (effective
    May 21, 2009) (incorporated by reference to
    Exhibit 10.1 to TeleTechs Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2009)**10
.13

Employment Agreement between James E. Barlett and TeleTech dated
    October 15, 2001 (incorporated by reference to
    Exhibit 10.66 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2001)**10
.14

Amendment to Employment Agreement between James E. Barlett and
    TeleTech dated December 31, 2008 (incorporated by reference
    to Exhibit 10.13 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.15

Stock Option Agreement dated October 15, 2001 between James
    E. Barlett and TeleTech (incorporated by reference to
    Exhibit 10.70 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2001)**10
.16

Amendment dated September 17, 2008 to Stock Option
    Agreement between James E. Barlett and TeleTech (incorporated by
    reference to Exhibit 10.15 to TeleTechs Annual Report
    on
    Form 10-K
    for the year ended December 31, 2008)**10
.17

Employment Agreement between Kenneth D. Tuchman and TeleTech
    dated October 15, 2001 (incorporated by reference to
    Exhibit 10.68 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2001)**




---



##### Table of Contents



Exhibit No.

Description10
.18

Amendment to Employment Agreement between Kenneth D. Tuchman and
    TeleTech dated December 31, 2008 (incorporated by reference
    to Exhibit 10.17 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.19

Stock Option Agreement between Kenneth D. Tuchman and TeleTech
    dated October 1, 2001 (incorporated by reference to
    Exhibit 10.69 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2001)**10
.20

Amendment dated September 17, 2008 to Stock Option
    Agreement between Kenneth D. Tuchman and TeleTech (incorporated
    by reference to Exhibit 10.19 to TeleTechs Annual
    Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.21

Employment Agreement dated April 6, 2004 between Gregory G.
    Hopkins and TeleTech (incorporated by reference to
    Exhibit 10.1 to TeleTechs Quarterly Report on
    Form 10-Q
    for the for the quarter ended September 30, 2008)**10
.22

Amendment to Employment Agreement between Gregory G. Hopkins and
    TeleTech dated December 16, 2008 (incorporated by reference
    to Exhibit 10.21 to TeleTechs Annual Report on
    Form 10-K
    for the year ended December 31, 2008)**10
.23

Amended and Restated Credit Agreement among TeleTech Holdings,
    Inc. as Borrower, The Lenders named herein, as lenders and
    Keybank National Association, as Lead Arranger, Sole Book Runner
    and Administrative Agent dated as of September 28, 2006
    (incorporated by reference to Exhibit 10.39 to
    TeleTechs Annual Report on
    Form 10-K
    filed on February 7, 2007)10
.24

First Amendment to the Amended and Restated Credit Agreement
    among TeleTech Holdings, Inc. as Borrower, the Lenders named
    herein, as Lenders and Keybank National Association, as Lead
    Arranger, Sole Book Runner and Administrative Agent dated as of
    October 24, 2006 (incorporated by reference to
    Exhibit 10.40 to TeleTechs Annual Report on
    Form 10-K
    filed on February 7, 2007)10
.25

Second Amendment to the Amended and Restated Credit Agreement
    among TeleTech Holdings, Inc. as Borrower, the Lenders named
    herein, as Lenders and Keybank National Association, as Lead
    Arranger, Sole Book Runner and Administrative Agent dated as of
    November 15, 2007 (incorporated by reference to
    Exhibit 10.1 to TeleTechs Current Report on
    Form 8-K
    filed on December 4, 2007)10
.26

Third Amendment to the Amended and Restated Credit Agreement
    among TeleTech Holdings, Inc. as Borrower, the Lenders named
    herein, as Lenders and Keybank National Association, as Lead
    Arranger, Sole Book Runner and Administrative Agent dated as of
    March 25, 2008 (incorporated by reference to
    Exhibit 10.1 TeleTechs Current Report on
    Form 8-K
    filed on March 27, 2008)10
.27

Fourth Amendment to the Amended and Restated Credit Agreement
    among TeleTech Holdings, Inc. as Borrower, the Lenders named
    herein, as Lenders and Keybank National Association, as Lead
    Arranger, Sole Book Runner and Administrative Agent dated as of
    June 30, 2008 (incorporated by reference to
    Exhibit 10.1 TeleTechs Current Report on
    Form 8-K
    filed on June 30, 2008)10
.28

Fifth Amendment to the Amended and Restated Credit Agreement
    among TeleTech Holdings, Inc. as Borrower, the Lenders named
    herein, as Lenders and Keybank National Association, as Lead
    Arranger, Sole Book Runner and Administrative Agent dated as of
    September 4, 2008 (incorporated by reference to
    Exhibit 10.1 TeleTechs Current Report on
    Form 8-K
    filed on September 8, 2008)21
.01*

List of subsidiaries23
.01*

Consent of Independent Registered Public Accounting Firm31
.01*

Rule 13a-14(a)
    Certification of CEO of TeleTech31
.02*

Rule 13a-14(a)
    Certification of CFO of TeleTech32
.01*

Written Statement of Chief Executive Officer Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002
    (18 U.S.C. Section 1350)32
.02*

Written Statement of Acting Chief Financial Officer Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002
    (18 U.S.C. Section 1350)     *
    
    Filed herewith.**
    
    Identifies exhibit that consists of or includes a management
    contract or compensatory plan or arrangement.