##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 9197 South Peoria Street
Englewood, Colorado 80112  (Address of principal executive offices)
 Registrants telephone number, including area code:

(303) 397-8100
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)

    Smaller reporting company o
 o þ




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##### 



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
MARCH 31, 2009 FORM 10-Q
TABLE OF CONTENTS
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2009 (unaudited) and
December 31, 2008
    
    
    1Consolidated Statements of Operations for the three months ended
March 31, 2009 and 2008 (unaudited)
    
    
    2Consolidated Statement of Equity as of and for the
three months ended March 31, 2009 (unaudited)
    
    
    3Consolidated Statements of Cash Flows for the three months
ended March 31, 2009 and 2008 (unaudited)
    
    
    4Notes to the Unaudited Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 4. Controls and Procedures
    
    
    36PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    37Item 1A. Risk Factors
    
    
    37Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    38Item 3. Defaults Upon Senior Securities
    
    
    38Item 4. Submission of Matters to a Vote of Security Holders
    
    
    38Item 5. Other Information
    
    
    38Item 6. Exhibits
    
    
    38SIGNATURES
    
    
    39EXHIBIT INDEX
    
    
    40EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 TELETECH HOLDINGS, INC. AND SUBSIDIARIES
 
 Consolidated Balance Sheets
 (Amounts in thousands, except share amounts)
 (Unaudited)
 March 31,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    91,153
    
    
    $
    87,942Accounts receivable, net
    
    
    224,786
    
    
    
    236,997Prepaids and other current assets
    
    
    29,264
    
    
    
    31,279Deferred tax assets, net
    
    
    30,354
    
    
    
    30,328Income tax receivables
    
    
    18,821
    
    
    
    18,342Total current assets
    
    
    394,378
    
    
    
    404,888Property, plant and equipment, net
    
    
    148,358
    
    
    
    157,747Goodwill
    
    
    44,145
    
    
    
    44,150Contract acquisition costs, net
    
    
    6,822
    
    
    
    7,591Deferred tax assets, net
    
    
    28,326
    
    
    
    31,504Other noncurrent assets
    
    
    19,955
    
    
    
    23,062Total assets
    
    $
    641,984
    
    
    $
    668,942LIABILITIES AND EQUITYCurrent liabilitiesAccounts payable
    
    $
    25,339
    
    
    $
    26,214Accrued employee compensation and benefits
    
    
    74,759
    
    
    
    71,919Other accrued expenses
    
    
    14,404
    
    
    
    18,887Income taxes payable
    
    
    20,862
    
    
    
    19,168Deferred revenue
    
    
    15,995
    
    
    
    12,867Other current liabilities
    
    
    30,915
    
    
    
    31,044Total current liabilities
    
    
    182,274
    
    
    
    180,099Line of credit
    
    
    47,300
    
    
    
    80,800Grant advances
    
    
    1,447
    
    
    
    1,824Negative investment in deconsolidated subsidiary
    
    
    4,865
    
    
    
    4,865Other noncurrent liabilities
    
    
    35,234
    
    
    
    40,460Total liabilities
    
    
    271,120
    
    
    
    308,048Commitments and contingencies (Note 10)EquityPreferred stock  $0.01 par value; 10,000,000 shares authorized;
zero shares outstanding as of March 31, 2009 and
December 31, 2008
    
    
    
    
    
    
    Common stock  $0.01 par value; 150,000,000 shares authorized;
63,820,472 and 63,816,379 shares outstanding
as of March 31, 2009 and December 31, 2008, respectively
    
    
    638
    
    
    
    638Treasury stock at cost: 18,233,973 and 18,238,066 shares
as of March 31, 2009 and December 31, 2008, respectively
    
    
    (228,101
    )
    
    
    (228,596
    )Additional paid-in capital
    
    
    340,908
    
    
    
    341,887Accumulated other comprehensive loss
    
    
    (37,494
    )
    
    
    (33,020
    )Retained earnings
    
    
    290,037
    
    
    
    274,974Total stockholders equity
    
    
    365,988
    
    
    
    355,883Noncontrolling interest
    
    
    4,876
    
    
    
    5,011Total equity
    
    
    370,864
    
    
    
    360,894Total liabilities and equity
    
    $
    641,984
    
    
    $
    668,942
  1




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##### Table of Contents



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Operations
 (Amounts in thousands, except per share amounts)
 (Unaudited)
 Three-Months EndedMarch 31,2009
    
    
    2008Revenue
    
    $
    304,030
    
    
    $
    367,636Operating expensesCost of services (exclusive of depreciation and
amortization presented separately below)
    
    
    218,842
    
    
    
    270,100Selling, general and administrative
    
    
    48,515
    
    
    
    51,372Depreciation and amortization
    
    
    14,062
    
    
    
    15,160Restructuring charges, net
    
    
    303
    
    
    
    2,202Impairment losses
    
    
    1,967
    
    
    
    Total operating expenses
    
    
    283,689
    
    
    
    338,834Income from operations
    
    
    20,341
    
    
    
    28,802Other income (expense)Interest income
    
    
    807
    
    
    
    1,086Interest expense
    
    
    (843
    )
    
    
    (1,565
    )Other, net
    
    
    762
    
    
    
    (569
    )Total other income (expense)
    
    
    726
    
    
    
    (1,048
    )Income before income taxes
    
    
    21,067
    
    
    
    27,754Provision for income taxes
    
    
    (5,180
    )
    
    
    (7,793
    )Net income
    
    
    15,887
    
    
    
    19,961Net income attributable to noncontrolling interest
    
    
    (824
    )
    
    
    (836
    )Net income attributable to TeleTech shareholders
    
    $
    15,063
    
    
    $
    19,125Weighted average shares outstandingBasic
    
    
    63,908
    
    
    
    69,937Diluted
    
    
    64,300
    
    
    
    71,508Net income per share attributable to TeleTech shareholdersBasic
    
    $
    0.24
    
    
    $
    0.27Diluted
    
    $
    0.23
    
    
    $
    0.27
  2




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TELETECH HOLDINGS, INC. AND SUBSIDIARIES
 
 Consolidated Statement of Equity
 (Amounts in thousands)
 (Unaudited)
 AccumulatedAdditional
    
    
    Other
    
    
    
    
    
    
    Non-Preferred Stock
    
    
    Common Stock
    
    
    Treasury
    
    
    Paid-in
    
    
    Comprehensive
    
    
    Retained
    
    
    controllingShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Stock
    
    
    Capital
    
    
    Loss
    
    
    Earnings
    
    
    interest
    
    
    Total EquityBalance as of December 31, 2008
    
    
    
    
    
    $
    
    
    
    
    63,816
    
    
    $
    638
    
    
    $
    (228,596
    )
    
    $
    341,887
    
    
    $
    (33,020
    )
    
    $
    274,974
    
    
    $
    5,011
    
    
    $
    360,894Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,063
    
    
    
    824
    
    
    
    15,887Dividends distributed to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (900
    )
    
    
    (900
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,513
    )
    
    
    
    
    
    
    (59
    )
    
    
    (7,572
    )Derivatives valuation, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,039
    
    
    
    
    
    
    
    
    
    
    
    3,039Vesting of restricted stock units
    
    
    
    
    
    
    
    
    
    
    170
    
    
    
    2
    
    
    
    2,138
    
    
    
    (2,694
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (554
    )Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    29
    
    
    
    
    
    
    
    359
    
    
    
    (153
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    206Excess tax benefit from equity-based awards
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,746
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,746
    )Equity-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,614
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,614Purchases of common stock
    
    
    
    
    
    
    
    
    
    
    (195
    )
    
    
    (2
    )
    
    
    (2,002
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,004
    )Balance as of March 31, 2009
    
    
    
    
    
    $
    
    
    
    
    63,820
    
    
    $
    638
    
    
    $
    (228,101
    )
    
    $
    340,908
    
    
    $
    (37,494
    )
    
    $
    290,037
    
    
    $
    4,876
    
    
    $
    370,864
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TELETECH HOLDINGS, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows
 (Amounts in thousands)
 (Unaudited)
 Three-Months EndedMarch 31,2009
    
    
    2008Cash flows from operating activitiesNet income
    
    $
    15,887
    
    
    $
    19,961Adjustment to reconcile net income to net cash provided
by operating activities:Depreciation and amortization
    
    
    14,062
    
    
    
    15,160Amortization of contract acquisition costs
    
    
    769
    
    
    
    486Provision for doubtful accounts
    
    
    304
    
    
    
    78Loss on disposal of assets
    
    
    556
    
    
    
    111Impairment losses
    
    
    1,967
    
    
    
    Deferred income taxes
    
    
    (1,160
    )
    
    
    (775
    )Excess tax benefit from equity-based awards
    
    
    (1,746
    )
    
    
    (1,047
    )Equity-based compensation expense
    
    
    3,614
    
    
    
    2,723Other
    
    
    (63
    )
    
    
    78Changes in assets and liabilities:Accounts receivable
    
    
    9,775
    
    
    
    2,690Prepaids and other assets
    
    
    3,746
    
    
    
    (1,498
    )Accounts payable and accrued expenses
    
    
    2,934
    
    
    
    (6,595
    )Deferred revenue and other liabilities
    
    
    3,366
    
    
    
    (5,197
    )Net cash provided by operating activities
    
    
    54,011
    
    
    
    26,175Cash flows from investing activitiesPurchases of property, plant and equipment
    
    
    (8,455
    )
    
    
    (15,185
    )Net cash used in investing activities
    
    
    (8,455
    )
    
    
    (15,185
    )Cash flows from financing activitiesProceeds from line of credit
    
    
    244,510
    
    
    
    305,750Payments on line of credit
    
    
    (278,010
    )
    
    
    (309,150
    )Payments on long-term debt and capital lease obligations
    
    
    (25
    )
    
    
    (574
    )Payments of debt refinancing fees
    
    
    
    
    
    
    (6
    )Dividends distributed to noncontrolling interest
    
    
    (900
    )
    
    
    (1,023
    )Proceeds from exercise of stock options
    
    
    206
    
    
    
    Purchase of treasury stock
    
    
    (2,004
    )
    
    
    Net cash used in financing activities
    
    
    (36,223
    )
    
    
    (5,003
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (6,122
    )
    
    
    941Increases in cash and cash equivalents
    
    
    3,211
    
    
    
    6,928Cash and cash equivalents, beginning of period
    
    
    87,942
    
    
    
    91,239Cash and cash equivalents, end of period
    
    $
    91,153
    
    
    $
    98,167Supplemental disclosuresCash paid for interest
    
    $
    424
    
    
    $
    1,484Cash paid for income taxes
    
    $
    2,947
    
    
    $
    3,307Non-cash investing and financing activitiesAcquisition of equipment through installment purchase agreements
    
    $
    915
    
    
    $
    Landlord incentives credited to deferred rent
    
    $
    
    
    
    $
    530
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##### Table of Contents



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
 (1) OVERVIEW AND BASIS OF PRESENTATION
 Overview
  Basis of Presentation
 Consolidated Financial Statements
   Non-controlling Interests in Consolidated Financial Statements, an amendment of
Accounting Research Bulletin No. 51
 Use of Estimates
  5




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TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)
 Recently Issued Accounting Pronouncements
 Fair
Value Measurements
 Business Combinations  a replacement of
FASB Statement No. 141
 Accounting for Transfers of
Financial Assets and Repurchase Financing Transactions
 Disclosures about Derivative Instruments and Hedging
Activities Accounting for Derivative Instruments and
Hedging Activities, as amended
 Determination of the Useful Life of Intangible
Assets
 6




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TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies Business Combinations
  Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly Fair Value Measurements
 Interim Disclosures about Fair Value of Financial Instruments
 Recognition and Presentation of Other-Than-Temporary Impairments
 (2) DECONSOLIDATION OF A SUBSIDIARY
 Consolidated Financial Statements
 7




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TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 Financial Reporting by Entities in Reorganization under the Bankruptcy Code
 December 22,
    
    
    December 31,
    
    
    March 31,2008
    
    
    2008
    
    
    2009Total current assets
    
    $
    1,700
    
    
    $
    1,700
    
    
    $
    1,700Total noncurrent assets
    
    
    3,110
    
    
    
    2,379
    
    
    
    2,379Total assets
    
    
    4,810
    
    
    
    4,079
    
    
    
    4,079Total current liabilities
    
    $
    3,931
    
    
    $
    7,886
    
    
    $
    7,886Total noncurrent 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
 (3) SEGMENT INFORMATION
     8




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##### Table of Contents



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 Three Months Ended 
March 31,2009
    
    
    2008RevenueNorth American BPO
    
    $
    228,886
    
    
    $
    273,802International BPO
    
    
    75,144
    
    
    
    93,834Database Marketing and Consulting
    
    
    
    
    
    
    Total
    
    $
    304,030
    
    
    $
    367,636Income (loss) from operationsNorth American BPO
    
    $
    25,427
    
    
    $
    32,921International BPO
    
    
    (5,086
    )
    
    
    (3,750
    )Database Marketing and Consulting
    
    
    
    
    
    
    (369
    )Total
    
    $
    20,341
    
    
    $
    28,802
 March 31,
    
    
    December 31,2009
    
    
    2008AssetsNorth American BPO
    
    $
    457,734
    
    
    $
    483,187International BPO
    
    
    184,250
    
    
    
    185,755Database Marketing and Consulting
    
    
    
    
    
    
    Total
    
    $
    641,984
    
    
    $
    668,942
  Three Months Ended 
March 31,2009
    
    
    2008RevenueUnited States
    
    $
    100,062
    
    
    $
    109,528Latin America
    
    
    57,064
    
    
    
    76,547Philippines
    
    
    78,341
    
    
    
    69,175Canada
    
    
    26,244
    
    
    
    47,649Europe
    
    
    31,411
    
    
    
    36,301Asia Pacific / Africa
    
    
    10,908
    
    
    
    28,436Total
    
    $
    304,030
    
    
    $
    367,636
 (4) SIGNIFICANT CLIENTS AND OTHER CONCENTRATIONS
   9




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TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (5) GOODWILL
  Effect ofDecember 31,
    
    
    
    
    
    
    Foreign
    
    
    March 31,2008
    
    
    Impairments
    
    
    Currency
    
    
    2009North American BPO
    
    $
    35,885
    
    
    $
    
    
    
    $
    
    
    
    $
    35,885International BPO
    
    
    8,265
    
    
    
    
    
    
    
    (5
    )
    
    
    8,260Total
    
    $
    44,150
    
    
    $
    
    
    
    $
    (5
    )
    
    $
    44,145
 Goodwill and Other Intangible Assets
 (6) DERIVATIVES
 Cash Flow Hedges
  Three Months Ended 
March 31,2009
    
    
    2008Aggregate unrealized net (loss) gain at beginning of year
    
    $
    (21,180
    )
    
    $
    21,417Net loss (gain) reclassified to earnings
    
    
    7,808
    
    
    
    (6,056
    )Change in fair value of cash flow hedges
    
    
    (4,769
    )
    
    
    (2,035
    )Aggregate unrealized net (loss) gain at end of period
    
    $
    (18,141
    )
    
    $
    13,326
 10




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TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  % Maturing inLocal Currency
    
    
    U.S. Dollar
    
    
    the Next 12
    
    
    Contracts MaturingAs of March 31, 2009
    
    Notional Amount
    
    
    Amount
    
    
    Months
    
    
    ThroughCanadian Dollar
    
    
    78,100
    
    
    $
    68,088
    
    
    
    60.2
    %
    
    December 2011Canadian Dollar Call Options
    
    
    39,000
    
    
    
    34,628
    
    
    
    60.8
    %
    
    December 2010Philippine Peso
    
    
    6,007,048
    
    
    
    133,160
    1
    
    
    86.0
    %
    
    February 2011Argentine Peso
    
    
    75,950
    
    
    
    21,206
    2
    
    
    95.3
    %
    
    May 2010Mexican Peso
    
    
    709,500
    
    
    
    57,653
    
    
    
    75.8
    %
    
    September 2011South African Rand
    
    
    108,500
    
    
    
    9,940
    
    
    
    100.0
    %
    
    February 2010British Pound Sterling
    
    
    1,535
    
    
    
    2,554
    3
    
    
    49.8
    %
    
    March 2011$
    327,229
 Local Currency
    
    
    U.S. DollarAs of December 31, 2008
    
    Notional Amount
    
    
    AmountCanadian Dollar
    
    
    88,300
    
    
    $
    77,865Canadian Dollar Call Options
    
    
    44,400
    
    
    
    39,305Philippine Peso
    
    
    6,656,909
    
    
    
    150,418
    1Argentine Peso
    
    
    102,072
    
    
    
    29,054
    2Mexican Peso
    
    
    856,500
    
    
    
    70,530South African Rand
    
    
    92,000
    
    
    
    8,399British Pound Sterling
    
    
    1,725
    
    
    
    2,537
    3$
    378,108
 
 (1)
    
    Includes contracts to purchase Philippine pesos in exchange for British pound
sterling and New Zealand dollars, which are translated into equivalent U.S. dollars on March 31,
2009 and December 31, 2008.(2)
    
    Includes contracts to purchase Argentine pesos in exchange for Euros, which are
translated into equivalent U.S. dollars on March 31, 2009 and December 31, 2008.(3)
    
    Includes contracts to purchase British pound sterling in exchange for Euros, which
are translated into equivalent U.S. dollars on March 31, 2009 and December 31, 2008. Hedge of Net Investment
  Fair Value Hedges
  Embedded Derivatives
  11




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##### Table of Contents



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 Derivative Valuation
  March 31, 2009
    
    
    December 31, 2008Designated as hedging
    
    
    Not designated as hedging
    
    
    Designated as hedging
    
    
    Not designated as hedginginstruments under SFAS 133
    
    
    instruments under SFAS 133
    
    
    instruments under SFAS 133
    
    
    instruments under SFAS 133Foreign
    
    
    Foreign
    
    
    Foreign
    
    
    Leases
    
    
    Foreign
    
    
    Foreign
    
    
    Foreign
    
    
    LeasesDerivative contracts:
    
    Exchange
    
    
    Exchange
    
    
    Exchange
    
    
    Embedded
    
    
    Exchange
    
    
    Exchange
    
    
    Exchange
    
    
    EmbeddedDerivative classification:
    
    Cash Flow
    
    
    Net Investment
    
    
    Fair Value
    
    
    Derivative
    
    
    Cash Flow
    
    
    Net Investment
    
    
    Fair Value
    
    
    DerivativeFair value and location of derivative in the
Consolidated Balance Sheet:Prepaids and other current assets
    
    $
    1,867
    
    
    $
    
    
    
    $
    
    
    
    $
    3
    
    
    $
    1,926
    
    
    $
    
    
    
    $
    
    
    
    $
    Other noncurrent assets
    
    
    1,012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,297
    
    
    
    
    
    
    
    
    
    
    
    9Other current liabilities
    
    
    (27,856
    )
    
    
    (65
    )
    
    
    (49
    )
    
    
    (148
    )
    
    
    (30,757
    )
    
    
    (113
    )
    
    
    (44
    )
    
    
    (130
    )Other noncurrent liabilities
    
    
    (3,351
    )
    
    
    
    
    
    
    
    
    
    
    (1,070
    )
    
    
    (6,555
    )
    
    
    
    
    
    
    
    
    
    
    (1,355
    )Total fair value of derivatives, net
    
    $
    (28,328
    )
    
    $
    (65
    )
    
    $
    (49
    )
    
    $
    (1,215
    )
    
    $
    (33,089
    )
    
    $
    (113
    )
    
    $
    (44
    )
    
    $
    (1,476
    )
  2009
    
    
    2008Designated as hedging instruments
    
    
    Designated as hedging instrumentsunder SFAS 133
    
    
    under SFAS 133Derivative contracts:
    
    Foreign Exchange
    
    
    Foreign Exchange
    
    
    Foreign Exchange
    
    
    Foreign ExchangeDerivative classification:
    
    Cash Flow
    
    
    Net Investment
    
    
    Cash Flow
    
    
    Net InvestmentAmount of gain or (loss) recognized in other
comprehensive income  effective portion:
    
    $
    (18,141
    )
    
    $
    (50
    )
    
    $
    13,326
    
    
    $
    Amount and location of net gain or (loss) reclassified
from accumulated OCI to income  effective portion:Revenue
    
    $
    (7,808
    )
    
    $
    
    
    
    $
    6,056
    
    
    $
    Other, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amount and location of net gain or (loss) reclassified
from accumulated OCI to income  ineffective portion
and amount excluded from effectiveness testing:Revenue
    
    $
    (35
    )
    
    $
    
    
    
    $
    
    
    
    $
    Other, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 2009
    
    
    2008Not designated as hedging
    
    
    Not designated as hedginginstruments under SFAS 133
    
    
    instruments under SFAS 133Leases
    
    
    
    
    
    
    LeasesDerivative contracts:
    
    Foreign Exchange
    
    
    Embedded
    
    
    Foreign Exchange
    
    
    EmbeddedDerivative classification:
    
    Fair Value
    
    
    Derivative
    
    
    Fair Value
    
    
    DerivativeAmount and location of net gain or (loss) recognized
in the Consolidated Statement of Income:Selling, general and administrative
    
    $
    
    
    
    $
    261
    
    
    $
    
    
    
    $
    (78
    )Other, net
    
    
    374
    
    
    
    
    
    
    
    746
    
    
    
    
 12




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##### Table of Contents



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (7) FAIR VALUE
  Derivatives

 Fair Value Measurements UsingQuoted Prices in
    
    
    
    
    
    
    SignificantActive Markets for
    
    
    Significant Other
    
    
    UnobservableIdentical Assets
    
    
    Observable Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    At Fair ValueCash flow hedges
    
    $
    
    
    
    $
    (28,328
    )
    
    $
    
    
    
    $
    (28,328
    )Net investment hedges
    
    $
    
    
    
    $
    (65
    )
    
    $
    
    
    
    $
    (65
    )Fair value hedges
    
    $
    
    
    
    $
    (49
    )
    
    $
    
    
    
    $
    (49
    )Embedded derivatives
    
    $
    
    
    
    $
    (1,215
    )
    
    $
    
    
    
    $
    (1,215
    )Total net derivative asset (liability)
    
    $
    
    
    
    $
    (29,657
    )
    
    $
    
    
    
    $
    (29,657
    )
  Money Market Investments
 Accounts Receivable and Payable
 Debt
 Deferred
Compensation Plan
 13




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##### Table of Contents



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  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
    
    $
    
    
    
    $
    4,764
    
    
    $
    Total assets
    
    $
    
    
    
    $
    4,764
    
    
    $
    LiabilitiesDerivative instruments
    
    $
    
    
    
    $
    (29,657
    )
    
    $
    Deferred compensation plan liability
    
    
    
    
    
    
    (1,662
    )
    
    
    Total liabilities
    
    $
    
    
    
    $
    (31,319
    )
    
    $
    
 (8) INCOME TAXES
 Accounting for Income Taxes
 Accounting for Uncertainty
in Income Taxes
    (9) RESTRUCTURING CHARGES AND IMPAIRMENT LOSSES
 Restructuring Charges
  14




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##### Table of Contents



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
  Three Months Ended March 31,2009
    
    
    2008North American BPOReduction in force
    
    $
    900
    
    
    $
    110Facility exit charges
    
    
    112
    
    
    
    Revision of prior estimates
    
    
    (1,135
    )
    
    
    Total
    
    $
    (123
    )
    
    $
    110
 Three Months Ended March 31,2009
    
    
    2008International BPOReduction in force
    
    $
    426
    
    
    $
    2,157Facility exit charges
    
    
    
    
    
    
    Revision of prior estimates
    
    
    
    
    
    
    Total
    
    $
    426
    
    
    $
    2,157
 Three Months Ended March 31,2009
    
    
    2008Database Marketing and ConsultingReduction in force
    
    $
    
    
    
    $
    Facility exit charges
    
    
    
    
    
    
    Revision of prior estimates
    
    
    
    
    
    
    (65
    )Total
    
    $
    
    
    
    $
    (65
    )
   Closure ofDelivery
    
    
    Reduction inCenters
    
    
    Force
    
    
    TotalBalance as of December 31, 2008
    
    $
    2,113
    
    
    $
    
    
    
    $
    2,113Expense
    
    
    112
    
    
    
    1,325
    
    
    
    1,437Payments
    
    
    (338
    )
    
    
    (1,212
    )
    
    
    (1,550
    )Revision of prior estimates
    
    
    (1,135
    )
    
    
    
    
    
    
    (1,135
    )Balance as of March 31, 2009
    
    $
    752
    
    
    $
    113
    
    
    $
    865
  Impairment Losses
  15




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##### Table of Contents



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (10) COMMITMENTS AND CONTINGENCIES
 Letters of Credit
  Guarantees
   Legal Proceedings
 Beasley v. TeleTech Holdings, Inc., et al. Brown v. TeleTech Holdings,
Inc., et al., In re: TeleTech Litigation
 Susan M. Gregory v. Kenneth D. Tuchman, et al.
  16




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##### Table of Contents



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 (11) COMPREHENSIVE INCOME
  Three-Months EndedMarch 31,2009
    
    
    2008Net income
    
    $
    15,887
    
    
    $
    19,961Foreign currency translation adjustments
    
    
    (7,513
    )
    
    
    3,910Derivatives valuation, net of tax
    
    
    3,039
    
    
    
    (8,091
    )Total comprehensive income
    
    $
    11,413
    
    
    $
    15,780Comprehensive income attributable to noncontrolling interest
    
    
    (765
    )
    
    
    (852
    )Comprehensive income attributable to TeleTech
    
    $
    10,648
    
    
    $
    14,928
  Three-Months EndedMarch 31,2009
    
    
    2008Noncontrolling interest, January 1
    
    $
    5,011
    
    
    $
    3,555Net income attributable to noncontrolling interest
    
    
    824
    
    
    
    836Dividends distributed to noncontrolling interest
    
    
    (900
    )
    
    
    (1,023
    )Foreign currency translation adjustments
    
    
    (59
    )
    
    
    16Noncontrolling interest, March 31
    
    $
    4,876
    
    
    $
    3,384
 (12) NET INCOME PER SHARE
  Three Months EndedMarch 31,2009
    
    
    2008Shares used in basic earnings per share calculation
    
    
    63,908
    
    
    
    69,937Effect of
dilutive securities  Stock options
    
    
    202
    
    
    
    1,571Effect of
dilutive securities  RSUs
    
    
    190
    
    
    
    Shares used in dilutive earnings per share calculation
    
    
    64,300
    
    
    
    71,508
  (13) EQUITY-BASED COMPENSATION PLANS
 Share-Based Payment
 17




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##### Table of Contents



TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 Stock Options
  Restricted Stock Unit Grants
   18




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Introduction
 
   Executive Summary
  19




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##### Table of Contents




    
    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 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 have seen an
increase in interest of our services for 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 17 countries and our significant investment in standardized
technology and processes, clients increasingly 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 our clients customers.
 20




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##### Table of Contents



Our Strategy
   
    
    Deepen and broaden our relationships with existing clients;
    
    Win business with new clients and focus on targeted industries where we expect
accelerating adoption of business process outsourcing;
    
    Continue to invest in innovative proprietary technology and new business offerings;
    
    Continue to improve our operating margins through increased asset utilization of our
globally diverse centers; and
    
    Selectively pursue acquisitions that extend our capabilities, geographic reach and/or
industry expertise.
 Our First Quarter 2009 Financial Results
   21




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##### Table of Contents



Business Overview
  BPO Services
     
    
    Capitalizing 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, 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; and

    
    Better integrate front- and back-office processes.
 
    
    Deepening and broadening relationships with existing clients;
    
    Winning business with new clients and focusing on targeted high growth industry verticals;
    
    Continuing to diversify revenue into higher-margin offerings such as professional
services, talent acquisition, learning services and our hosted TeleTech OnDemand
capabilities;
 22




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##### Table of Contents




    
    Increasing capacity utilization during peak and non-peak hours;
    
    Scaling our work-from-home initiative to increase operational flexibility; and
    
    Completing select acquisitions that extend our core BPO capabilities or vertical
expertise.
       23




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##### Table of Contents



March 31, 2009
    
    
    March 31, 2008Total
    
    
    
    
    
    
    
    
    
    
    TotalProduction
    
    
    
    
    
    
    
    
    
    
    ProductionWorkstations
    
    
    In Use
    
    
    % In Use
    
    
    Workstations
    
    
    In Use
    
    
    % In UseMulti-client centersSites open <1 year
    
    
    4,748
    
    
    
    2,438
    
    
    
    51
    %
    
    
    5,387
    
    
    
    2,885
    
    
    
    54
    %Sites open >1 year
    
    
    24,478
    
    
    
    18,374
    
    
    
    75
    %
    
    
    22,533
    
    
    
    18,220
    
    
    
    81
    %Total multi-client centers
    
    
    29,226
    
    
    
    20,812
    
    
    
    71
    %
    
    
    27,920
    
    
    
    21,105
    
    
    
    76
    %
 Recent Issued Accounting Pronouncements
  Critical Accounting Policies and Estimates
  24




---



##### Table of Contents



Revenue Recognition
   Production Rate 
 PerformanceBased 
 Hybrid 
   Income Taxes
 Accounting for Income Taxes
  25




---



##### Table of Contents



Accounting for Uncertainty in Income Taxes
  Allowance for Doubtful Accounts
  Impairment
of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived Assets
 Goodwill
  Restructuring Liability
 Accounting for Costs Associated
with Exit or Disposal Activities
 26




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##### Table of Contents



Equity-Based Compensation
 Share-Based
Payment (SFAS 123(R))
 Contingencies
 Accounting for Contingencies
 Explanation of Key Metrics and Other Items
 Cost of Services
  Selling, General and Administrative
  Restructuring Charges, Net
  Interest Expense
  Other Income
  Other Expenses
  27




---



##### Table of Contents



Presentation of Non-GAAP Measurements
 Free Cash Flow
   Three Months EndedMarch 31,2009
    
    
    2008Free cash flow
    
    $
    45,556
    
    
    $
    10,990Purchases of property, plant and equipment
    
    
    8,455
    
    
    
    15,185Net cash provided by operating activities
    
    $
    54,011
    
    
    $
    26,175
  Non-GAAP Income from Operations
  Non-GAAP Effective Tax Rate
  28




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##### Table of Contents



Results of Operations
 Three Months Ended March 31, 2009 As Compared to Three Months Ended March 31, 2008
 Operating Review
  Three-Months Ended March 31,% of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment2009
    
    
    Revenue
    
    
    2008
    
    
    Revenue
    
    
    $ Change
    
    
    % ChangeRevenueNorth American BPO
    
    $
    228,886
    
    
    
    75.3
    %
    
    $
    273,802
    
    
    
    74.5
    %
    
    $
    (44,916
    )
    
    
    -16.4
    %International BPO
    
    
    75,144
    
    
    
    24.7
    %
    
    
    93,834
    
    
    
    25.5
    %
    
    
    (18,690
    )
    
    
    -19.9
    %Database Marketing and Consulting
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %$
    304,030
    
    
    
    100.0
    %
    
    $
    367,636
    
    
    
    100.0
    %
    
    $
    (63,606
    )
    
    
    -17.3
    %Cost of servicesNorth American BPO
    
    $
    157,693
    
    
    
    68.9
    %
    
    $
    193,162
    
    
    
    70.5
    %
    
    $
    (35,469
    )
    
    
    -18.4
    %International BPO
    
    
    61,149
    
    
    
    81.4
    %
    
    
    76,901
    
    
    
    82.0
    %
    
    
    (15,752
    )
    
    
    -20.5
    %Database Marketing and Consulting
    
    
    
    
    
    
    0.0
    %
    
    
    37
    
    
    
    0.0
    %
    
    
    (37
    )
    
    
    -100.0
    %$
    218,842
    
    
    
    72.0
    %
    
    $
    270,100
    
    
    
    73.5
    %
    
    $
    (51,258
    )
    
    
    -19.0
    %Selling, general and administrativeNorth American BPO
    
    $
    35,699
    
    
    
    15.6
    %
    
    $
    36,774
    
    
    
    13.4
    %
    
    $
    (1,075
    )
    
    
    -2.9
    %International BPO
    
    
    12,816
    
    
    
    17.1
    %
    
    
    14,210
    
    
    
    15.1
    %
    
    
    (1,394
    )
    
    
    -9.8
    %Database Marketing and Consulting
    
    
    
    
    
    
    0.0
    %
    
    
    388
    
    
    
    0.0
    %
    
    
    (388
    )
    
    
    -100.0
    %$
    48,515
    
    
    
    16.0
    %
    
    $
    51,372
    
    
    
    14.0
    %
    
    $
    (2,857
    )
    
    
    -5.6
    %Depreciation and amortizationNorth American BPO
    
    $
    10,190
    
    
    
    4.5
    %
    
    $
    10,835
    
    
    
    4.0
    %
    
    $
    (645
    )
    
    
    -6.0
    %International BPO
    
    
    3,872
    
    
    
    5.2
    %
    
    
    4,316
    
    
    
    4.6
    %
    
    
    (444
    )
    
    
    -10.3
    %Database Marketing and Consulting
    
    
    
    
    
    
    0.0
    %
    
    
    9
    
    
    
    0.0
    %
    
    
    (9
    )
    
    
    -100.0
    %$
    14,062
    
    
    
    4.6
    %
    
    $
    15,160
    
    
    
    4.1
    %
    
    $
    (1,098
    )
    
    
    -7.2
    %Restructuring charges, netNorth American BPO
    
    $
    (123
    )
    
    
    -0.1
    %
    
    $
    110
    
    
    
    0.0
    %
    
    $
    (233
    )
    
    
    -211.8
    %International BPO
    
    
    426
    
    
    
    0.6
    %
    
    
    2,157
    
    
    
    2.3
    %
    
    
    (1,731
    )
    
    
    -80.3
    %Database Marketing and Consulting
    
    
    
    
    
    
    0.0
    %
    
    
    (65
    )
    
    
    0.0
    %
    
    
    65
    
    
    
    -100.0
    %$
    303
    
    
    
    0.1
    %
    
    $
    2,202
    
    
    
    0.6
    %
    
    $
    (1,899
    )
    
    
    -86.2
    %Impairment lossesNorth American BPO
    
    $
    
    
    
    
    0.0
    %
    
    $
    
    
    
    
    0.0
    %
    
    $
    
    
    
    
    100.0
    %International BPO
    
    
    1,967
    
    
    
    2.6
    %
    
    
    
    
    
    
    0.0
    %
    
    
    1,967
    
    
    
    0.0
    %Database Marketing and Consulting
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %$
    1,967
    
    
    
    0.6
    %
    
    $
    
    
    
    
    0.0
    %
    
    $
    1,967
    
    
    
    100.0
    %Income (loss) from operationsNorth American BPO
    
    $
    25,427
    
    
    
    11.1
    %
    
    $
    32,921
    
    
    
    12.0
    %
    
    $
    (7,494
    )
    
    
    -22.8
    %International BPO
    
    
    (5,086
    )
    
    
    -6.8
    %
    
    
    (3,750
    )
    
    
    -4.0
    %
    
    
    (1,336
    )
    
    
    35.6
    %Database Marketing and Consulting
    
    
    
    
    
    
    0.0
    %
    
    
    (369
    )
    
    
    0.0
    %
    
    
    369
    
    
    
    100.0
    %$
    20,341
    
    
    
    6.7
    %
    
    $
    28,802
    
    
    
    7.8
    %
    
    $
    (8,461
    )
    
    
    -29.4
    %Other income (expense), net
    
    $
    726
    
    
    
    0.2
    %
    
    $
    (1,048
    )
    
    
    -0.3
    %
    
    $
    1,774
    
    
    
    169.3
    %Provision for income taxes
    
    $
    (5,180
    )
    
    
    -1.7
    %
    
    $
    (7,793
    )
    
    
    -2.1
    %
    
    $
    2,613
    
    
    
    33.5
    %
 29




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##### Table of Contents



Revenue
    Cost of Services
   Selling, General and Administrative
   30




---



##### Table of Contents



Depreciation and Amortization
  Restructuring Charges
  Impairment Losses
  Other Income (Expense)
  Income Taxes
 %
 Liquidity and Capital Resources
  31




---



##### Table of Contents



Cash and Cash Equivalents
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  32




---



##### Table of Contents



Free Cash Flow
  Obligations and Future Capital Requirements
  Less than 1 Year
    
    
    1 to 3 Years
    
    
    3 to 5 Years
    
    
    Over 5 Years
    
    
    TotalCredit Facility(1)
    
    $
    816
    
    
    $
    48,524
    
    
    $
    
    
    
    $
    
    
    
    $
    49,340Capital lease obligations
    
    
    1,645
    
    
    
    3,007
    
    
    
    161
    
    
    
    
    
    
    
    4,813Equipment financing arrangements
    
    
    733
    
    
    
    1,304
    
    
    
    372
    
    
    
    
    
    
    
    2,409Purchase obligations
    
    
    11,099
    
    
    
    11,362
    
    
    
    1,741
    
    
    
    
    
    
    
    24,202Operating lease commitments
    
    
    27,914
    
    
    
    41,074
    
    
    
    19,447
    
    
    
    9,899
    
    
    
    98,334Total
    
    $
    42,207
    
    
    $
    105,271
    
    
    $
    21,721
    
    
    $
    9,899
    
    
    $
    179,098
 
 (1)
    
    Includes estimated interest payments based on the
weighted-average interest rate and debt outstanding as of
March 31, 2009. 
    
    Contractual obligations to be paid in a foreign currency are translated at the March 31,
2009 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 our FIN 48 liabilities of $1.6 million because
we cannot reliably estimate the timing of cash payments.
 Future Capital Requirements
    33




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##### Table of Contents



Debt Instruments and Related Covenants
  Client Concentration
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
  Foreign Currency Risk
  34




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##### Table of Contents



Cash Flow Hedging Program
    % Maturing inLocal Currency
    
    
    U.S. Dollar
    
    
    the Next
    
    
    Contracts MaturingAs of March 31, 2009
    
    Notional Amount
    
    
    Amount
    
    
    12 Months
    
    
    ThroughCanadian Dollar
    
    
    78,100
    
    
    $
    68,088
    
    
    
    60.2
    %
    
    December 2011Canadian Dollar Call Options
    
    
    39,000
    
    
    
    34,628
    
    
    
    60.8
    %
    
    December 2010Philippine Peso
    
    
    6,007,048
    
    
    
    133,160
    1
    
    
    86.0
    %
    
    February 2011Argentine Peso
    
    
    75,950
    
    
    
    21,206
    2
    
    
    95.3
    %
    
    May 2010Mexican Peso
    
    
    709,500
    
    
    
    57,653
    
    
    
    75.8
    %
    
    September 2011South African Rand
    
    
    108,500
    
    
    
    9,940
    
    
    
    100.0
    %
    
    February 2010British Pound Sterling
    
    
    1,535
    
    
    
    2,554
    3
    
    
    49.8
    %
    
    March 2011$
    327,229
 Local Currency
    
    
    U.S. DollarAs of December 31, 2008
    
    Notional Amount
    
    
    AmountCanadian Dollar
    
    
    88,300
    
    
    $
    77,865Canadian Dollar Call Options
    
    
    44,400
    
    
    
    39,305Philippine Peso
    
    
    6,656,909
    
    
    
    150,418
    1Argentine Peso
    
    
    102,072
    
    
    
    29,054
    2Mexican Peso
    
    
    856,500
    
    
    
    70,530South African Rand
    
    
    92,000
    
    
    
    8,399British Pound Sterling
    
    
    1,725
    
    
    
    2,537
    3$
    378,108
 
 (1)
    
    Includes contracts to purchase Philippine pesos in exchange
for British pound sterling and New Zealand dollars, which
are translated into equivalent U.S. dollars on March 31,
2009 and December 31, 2008.(2)
    
    Includes contracts to purchase Argentine pesos in exchange
for Euros, which are translated into equivalent U.S.
dollars on March 31, 2009 and December 31, 2008.(3)
    
    Includes contracts to purchase British pound sterling in
exchange for Euros, which are translated into equivalent
U.S. dollars on March 31, 2009 and December 31, 2008. 35




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##### Table of Contents



Maturing in theMarch 31, 2009
    
    
    Next 12 MonthsCanadian Dollar
    
    $
    (4,862
    )
    
    $
    (3,741
    )Philippine Peso
    
    
    (11,591
    )
    
    
    (11,244
    )Argentine Peso
    
    
    (3,278
    )
    
    
    (3,042
    )Mexican Peso
    
    
    (9,423
    )
    
    
    (8,936
    )South African Rand
    
    
    1,151
    
    
    
    1,151British Pound Sterling
    
    
    (325
    )
    
    
    (177
    )$
    (28,328
    )
    
    $
    (25,989
    )
    Fair Value of Debt and Equity Securities
  
 ITEM 4. CONTROLS AND PROCEDURES
  Evaluation of Disclosure Controls and Procedures
   36




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##### Table of Contents



Changes in Internal Control over Financial Reporting
  
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  Securities Class Action
 Beasley v. TeleTech Holdings, Inc., et al. Brown v. TeleTech Holdings, Inc., et al., In re: TeleTech Litigation
 Derivative Action
 Susan M. Gregory v. Kenneth D. Tuchman, et al.
 
 ITEM 1A. RISK FACTORS
  37




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##### Table of Contents



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Issuer Purchases of Equity Securities
  Total Number
    
    
    Approximateof Shares
    
    
    Dollar Value ofPurchased as
    
    
    Shares that MayTotal
    
    
    Average
    
    
    Part of Publicly
    
    
    Yet Be PurchasedNumber of
    
    
    Price Paid
    
    
    Announced
    
    
    Under the PlansShares
    
    
    per Share
    
    
    Plans or
    
    
    or Programs(1)Period
    
    Purchased
    
    
    (or Unit)
    
    
    Programs
    
    
    (in thousands)January 1, 2009 - January 31, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    10,418February 1, 2009 - February 28, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    35,418March 1, 2009 - March 31, 2009
    
    
    195,000
    
    
    $
    10.27
    
    
    
    195,000
    
    
    $
    33,413Total
    
    
    195,000
    
    
    
    
    
    
    
    195,000
 
 (1)
    
    In November 2001, our Board of Directors (Board)
authorized a stock repurchase program to repurchase up to
$5 million of our common stock with the objective of
increasing stockholder returns. The Board has since
periodically authorized additional increases in the
program. The most recent Board authorization to purchase
additional common stock occurred in February 2009, whereby
the Board increased the program allowance by $25.0 million.
Since inception of the program through March 31, 2009, the
Board has authorized the repurchase of shares up to a
total value of $287.3 million, of which we have purchased
21.5 million shares for $253.9 million. As of March 31,
2009 the remaining allowance under the program is
approximately $33.4 million. The stock repurchase program
does not have an expiration date. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 Exhibit No.
    
    Exhibit Description31.1
    
    Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)31.2
    
    Certification of Interim Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350)32.1
    
    Certification of Chief Executive Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)32.2
    
    Certification of Interim Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350)
 38




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##### Table of Contents



SIGNATURES
  TELETECH HOLDINGS, INC.(Registrant)Date: May 11, 2009
    
    
    By:
    /s/ Kenneth D. Tuchman

Kenneth D. TuchmanChairman and Chief Executive OfficerDate: May 11, 2009
    
    
    By:
    /s/ John R. Troka, Jr.

John R. Troka, Jr.Interim Chief Financial Officer
 39




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Exhibit Description31.1
    
    Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)31.2
    
    Certification of Interim Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350)32.1
    
    Certification of Chief Executive Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)32.2
    
    Certification of Interim Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350)
 40