Table of Contents

 

 

 

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**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 June 30, 2015**

 

**OR**

 
| o | **TRANSITION REPORT PURSUANT TO SECTION 13 OR   15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---|----------------------------------------------------------------------------------------------------------|

 

**For the transition period from          to          **

 

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**Commission File Number 001-11919**

 

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**TeleTech Holdings, Inc.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                      |   | **84-1291044**        |
|-----------------------------------|--------|-----------------------|
| (State or other   jurisdiction of |   | (I.R.S. Employer      |
| incorporation 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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ   No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ   No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer o                                              |   | Accelerated filer þ    |
|-----------------------------------------------------------------------------|--------|----------------------------------|
|                                                                        |   |                             |
| Non-accelerated filer o(Do   not check if a smaller reporting company) |   | Smaller reporting company o |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o   No þ

 

As of July 31, 2015, there were 48,300,694 shares of the registrant’s common stock outstanding.

 

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Table of Contents

 

**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**JUNE 30, 2015 FORM 10-Q**

**TABLE OF CONTENTS**

 
|                                     |                                                                                                                                  | **Page No.** |
|------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|-------------------|
|                                     |                                                                                                                                  |              |
| **PART I.   FINANCIAL INFORMATION** |                                                                                                                                  |
|                                     |                                                                                                                                  |              |
| Item 1.                                  | Financial Statements                                                                                                                  |              |
|                                     |                                                                                                                                  |              |
|                                     | Consolidated Balance Sheets as of   June 30, 2015 and December 31, 2014 (unaudited)                                         | 1                 |
|                                     |                                                                                                                                  |              |
|                                     | Consolidated Statements of   Comprehensive Income (Loss) for the three and six months ended June 30,   2015 and 2014 (unaudited) | 2                 |
|                                     |                                                                                                                                  |              |
|                                     | Consolidated Statement of Equity as   of and for the six months ended June 30, 2015 (unaudited)                                  | 3                 |
|                                     |                                                                                                                                  |              |
|                                     | Consolidated Statements of Cash Flows   for the six months ended June 30, 2015 and 2014 (unaudited)                              | 4                 |
|                                     |                                                                                                                                  |              |
|                                     | Notes to the Unaudited Consolidated   Financial Statements                                                                            | 5                 |
|                                     |                                                                                                                                  |              |
| Item 2.                                  | Management’s Discussion and Analysis of Financial   Condition and Results of Operations                                          | 25                |
|                                     |                                                                                                                                  |              |
| Item 3.                                  | Quantitative   and Qualitative Disclosures about Market Risk                                                                          | 36                |
|                                     |                                                                                                                                  |              |
| Item   4.                                | Controls   and Procedures                                                                                                             | 39                |
|                                     |                                                                                                                                  |              |
| **PART II. OTHER INFORMATION**      |                                                                                                                                  |
|                                     |                                                                                                                                  |              |
| Item   1.                                | Legal   Proceedings                                                                                                                   | 39                |
|                                     |                                                                                                                                  |              |
| Item   1A.                               | Risk   Factors                                                                                                                        | 39                |
|                                     |                                                                                                                                  |              |
| Item 2.                                  | Unregistered Sales of Equity Securities and Use of   Proceeds                                                                         | 40                |
|                                     |                                                                                                                                  |              |
| Item   6.                                | Exhibits                                                                                                                              | 41                |
|                                     |                                                                                                                                  |              |
| **SIGNATURES**                           | 42                                                                                                                                    |
|                                     |                                                                                                                                  |              |
| **EXHIBIT INDEX**                   | 43                                                                                                                                    |

 

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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)**

 
|                                                                                                                                                                                |   | **June 30,   2015** |   |   | **December 31,   2014** |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------|--------|--------|------------------------------|--------|
|                                                                                                                                                                                |   |                     |   |   |                         |   |
| **ASSETS**                                                                                                                                                                          |   |                     |   |   |                         |   |
| **Current assets**                                                                                                                                                                  |   |                     |   |   |                         |   |
| Cash   and cash equivalents                                                                                                                                                         | $      | 93,842                   |   | $      | 77,316                       |   |
| Accounts   receivable, net                                                                                                                                                          |   | 259,833                  |   |   | 276,432                      |   |
| Prepaids   and other current assets                                                                                                                                                 |   | 66,792                   |   |   | 64,702                       |   |
| Deferred   tax assets, net                                                                                                                                                          |   | 22,135                   |   |   | 22,501                       |   |
| Income   tax receivable                                                                                                                                                             |   | 2,052                    |   |   | 4,532                        |   |
| Total   current assets                                                                                                                                                              |   | 444,654                  |   |   | 445,483                      |   |
|                                                                                                                                                                                |   |                     |   |   |                         |   |
| **Long-term assets**                                                                                                                                                                |   |                     |   |   |                         |   |
| Property,   plant and equipment, net                                                                                                                                                |   | 159,669                  |   |   | 150,212                      |   |
| Goodwill                                                                                                                                                                            |   | 126,798                  |   |   | 128,705                      |   |
| Deferred   tax assets, net                                                                                                                                                          |   | 32,022                   |   |   | 31,512                       |   |
| Other   intangible assets, net                                                                                                                                                      |   | 53,036                   |   |   | 59,905                       |   |
| Other   long-term assets                                                                                                                                                            |   | 47,026                   |   |   | 36,658                       |   |
| Total   long-term assets                                                                                                                                                            |   | 418,551                  |   |   | 406,992                      |   |
| Total   assets                                                                                                                                                                      | $      | 863,205                  |   | $      | 852,475                      |   |
|                                                                                                                                                                                |   |                     |   |   |                         |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**                                                                                                                                       |   |                     |   |   |                         |   |
| **Current liabilities**                                                                                                                                                             |   |                     |   |   |                         |   |
| Accounts   payable                                                                                                                                                                  | $      | 41,608                   |   | $      | 37,019                       |   |
| Accrued   employee compensation and benefits                                                                                                                                        |   | 74,439                   |   |   | 70,069                       |   |
| Other   accrued expenses                                                                                                                                                            |   | 30,474                   |   |   | 34,430                       |   |
| Income   taxes payable                                                                                                                                                              |   | 5,755                    |   |   | 10,141                       |   |
| Deferred   tax liabilities, net                                                                                                                                                     |   | 33                       |   |   | -                            |   |
| Deferred   revenue                                                                                                                                                                  |   | 29,013                   |   |   | 29,887                       |   |
| Other   current liabilities                                                                                                                                                         |   | 20,890                   |   |   | 17,085                       |   |
| Total   current liabilities                                                                                                                                                         |   | 202,212                  |   |   | 198,631                      |   |
|                                                                                                                                                                                |   |                     |   |   |                         |   |
| **Long-term liabilities**                                                                                                                                                           |   |                     |   |   |                         |   |
| Line   of credit                                                                                                                                                                    |   | 115,000                  |   |   | 100,000                      |   |
| Deferred   tax liabilities, net                                                                                                                                                     |   | 3,182                    |   |   | 4,675                        |   |
| Deferred   rent                                                                                                                                                                     |   | 10,103                   |   |   | 8,956                        |   |
| Other   long-term liabilities                                                                                                                                                       |   | 73,727                   |   |   | 74,149                       |   |
| Total   long-term liabilities                                                                                                                                                       |   | 202,012                  |   |   | 187,780                      |   |
| Total   liabilities                                                                                                                                                                 |   | 404,224                  |   |   | 386,411                      |   |
|                                                                                                                                                                                |   |                     |   |   |                         |   |
| **Commitments and contingencies (Note 10)**                                                                                                                                         |   |                     |   |   |                         |   |
|                                                                                                                                                                                |   |                     |   |   |                         |   |
| Mandatorily   redeemable noncontrolling interest                                                                                                                                    |   | 3,410                    |   |   | 2,814                        |   |
|                                                                                                                                                                                |   |                     |   |   |                         |   |
| **Stockholders’ equity**                                                                                                                                                       |   |                     |   |   |                         |   |
| Preferred   stock - $0.01 par value: 10,000,000 shares authorized; zero shares   outstanding as of June 30, 2015 and December 31, 2014                                    |   | -                        |   |   | -                            |   |
| Common   stock - $0.01 par value; 150,000,000 shares authorized; 48,232,405 and   48,452,852 shares outstanding as of June 30, 2015 and December 31,   2014, respectively |   | 483                      |   |   | 485                          |   |
| Additional   paid-in capital                                                                                                                                                        |   | 356,047                  |   |   | 356,792                      |   |
| Treasury   stock at cost: 33,819,848 and 33,599,401 shares as of June 30, 2015 and   December 31, 2014, respectively                                                      |   | (535,507)                |   |   | (527,595)                    |   |
| Accumulated   other comprehensive income (loss)                                                                                                                                     |   | (74,751)                 |   |   | (52,274)                     |   |
| Retained   earnings                                                                                                                                                                 |   | 701,714                  |   |   | 677,859                      |   |
| Noncontrolling   interest                                                                                                                                                           |   | 7,585                    |   |   | 7,983                        |   |
| Total   stockholders’ equity                                                                                                                                                   |   | 455,571                  |   |   | 463,250                      |   |
| Total   liabilities and stockholders’ equity                                                                                                                                   | $      | 863,205                  |   | $      | 852,475                      |   |

 

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

 

1

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Table of Contents

 

**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**Consolidated Statements of Comprehensive Income (Loss)**

**(Amounts in thousands, except per share amounts)**

**(Unaudited)**

 
| ** **                                                              | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|-------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                                                              | ** ** | **2015 **                                      | ** ** | **2014 **                                    | ** ** | **2015 ** | ** ** | **2014 ** | ** ** |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Revenue**                                                             |       | $                                                   | 310,223    |                                              | $          | 295,490 |   | $ | 635,744 |   | $ | 597,711 |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Operating expenses**                                                  |       |                                                |       |                                              |       |   |   |   |   |
| Cost   of services                                                      |       | 223,617                                             |       | 212,315                                           |       | 456,601 |   | 426,102 |   |
| Selling,   general and administrative                                   |       | 47,376                                              |       | 47,802                                            |       | 97,613 |   | 98,169 |   |
| Depreciation   and amortization                                         |       | 15,680                                              |       | 14,089                                            |       | 31,043 |   | 27,259 |   |
| Restructuring   charges, net                                            |       | 198                                                 |       | 617                                               |       | 1,007 |   | 1,157 |   |
| Total   operating expenses                                              |       | 286,871                                             |       | 274,823                                           |       | 586,264 |   | 552,687 |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Income from operations**                                              |       | 23,352                                              |       | 20,667                                            |       | 49,480 |   | 45,024 |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Other income (expense)**                                              |       |                                                |       |                                              |       |   |   |   |   |
| Interest   income                                                       |       | 364                                                 |       | 492                                               |       | 681 |   | 1,003 |   |
| Interest   expense                                                      |       | (1,676)                                             |       | (1,861)                                           |       | (3,374) |   | (3,551) |   |
| Other   income (expense), net                                           |       | 1,294                                               |       | 4,249                                             |       | 987 |   | 5,250 |   |
| Total   other income (expense)                                          |       | (18)                                                |       | 2,880                                             |       | (1,706) |   | 2,702 |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Income before income taxes**                                          |       | 23,334                                              |       | 23,547                                            |       | 47,774 |   | 47,726 |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| Provision   for income taxes                                            |       | (7,841)                                             |       | (5,417)                                           |       | (12,246) |   | (8,293) |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Net income**                                                          |       | 15,493                                              |       | 18,130                                            |       | 35,528 |   | 39,433 |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| Net   income attributable to noncontrolling interest                    |       | (797)                                               |       | (1,268)                                           |       | (2,060) |   | (2,353) |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Net income attributable to TeleTech stockholders**                    |       | $                                                   | 14,696     |                                              | $          | 16,862 |   | $ | 33,468 |   | $ | 37,080 |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Other comprehensive income (loss)**                                   |       |                                                |       |                                              |       |   |   |   |   |
| Net   income                                                            |       | $                                                   | 15,493     |                                              | $          | 18,130 |   | $ | 35,528 |   | $ | 39,433 |   |
| Foreign   currency translation adjustment                               |       | (6,062)                                             |       | 7,010                                             |       | (17,345) |   | 5,287 |   |
| Derivative   valuation, gross                                           |       | (4,662)                                             |       | 17,780                                            |       | (6,307) |   | 13,863 |   |
| Derivative   valuation, tax effect                                      |       | 1,845                                               |       | (6,775)                                           |       | 3,338 |   | (5,393) |   |
| Other,   net of tax                                                     |       | 234                                                 |       | 280                                               |       | (2,361) |   | 556 |   |
| Total   other comprehensive income (loss)                               |       | (8,645)                                             |       | 18,295                                            |       | (22,675) |   | 14,313 |   |
| **Total comprehensive income (loss)**                                   |       | 6,848                                               |       | 36,425                                            |       | 12,853 |   | 53,746 |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| Less: Comprehensive income   attributable to noncontrolling interest    |       | (731)                                               |       | (1,167)                                           |       | (1,537) |   | (2,159) |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Comprehensive income (loss)   attributable to TeleTech stockholders** |       | $                                                   | 6,117      |                                              | $          | 35,258 |   | $ | 11,316 |   | $ | 51,587 |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Weighted average shares outstanding**                                 |       |                                                |       |                                              |       |   |   |   |   |
| Basic                                                                   |       | 48,325                                              |       | 49,351                                            |       | 48,347 |   | 49,696 |   |
| Diluted                                                                 |       | 49,064                                              |       | 50,111                                            |       | 49,113 |   | 50,536 |   |
|                                                                    |       |                                                |       |                                              |       |   |   |   |   |
| **Net income per share attributable to TeleTech stockholders**          |       |                                                |       |                                              |       |   |   |   |   |
| Basic                                                                   |       | $                                                   | 0.30       |                                              | $          | 0.34 |   | $ | 0.69 |   | $ | 0.75 |   |
| Diluted                                                                 |       | $                                                   | 0.30       |                                              | $          | 0.34 |   | $ | 0.68 |   | $ | 0.73 |   |

 

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

 

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Table of Contents

 

**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**Consolidated Statement of Stockholders’ Equity**

**(Amounts in thousands)**

**(Unaudited)**

 
| ** **                                                                          | ** ** | **Stockholders’ Equity of the Company** | ** ** | ** **            | ** ** | ** ** | ** ** |
|-------------------------------------------------------------------------------------|------------|------------------------------------------------------------------|------------|-----------------------|------------|------------|------------|
| ** **                                                                          | ** ** | ** **                                                       | ** ** | ** **            | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                          | ** ** | **Preferred Stock**                                         | ** ** | **Common Stock** | ** ** | ** ** | ** ** | **Additional** | ** ** | **Accumulated   Other** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                                                          | ** ** | **Shares**                                                       | ** ** | **Amount**            | ** ** | **Shares** | ** ** | **Amount** | ** ** | **Treasury   Stock** | ** ** | **Paid-in   Capital** | ** ** | **Comprehensive   Income (Loss)** | ** ** | **Retained   Earnings** | ** ** | **Noncontrolling   interest** | ** ** | **Total   Equity** | ** ** |
| **Balance as of December 31, 2014**                                            |       | -                                                                |       | $                     | -          |       | 48,453     |   | $ | 485 |   | $ | (527,595 | ) | $ | 356,792 |   | $ | (52,274 | ) | $ | 677,859 |   | $ | 7,983 |   | $ | 463,250 |   |
| Net income                                                                          |       | -                                                                |       | -                     |       | -          |       | - |   | - |   | - |   | - |   | 33,468 |   | 1,735 |   | 35,203 |   |
| Dividends to shareholders                                                           |       | -                                                                |       | -                     |       | -          |       | - |   | - |   | - |   | - |   | (8,710 | ) | - |   | (8,710 | ) |
| Adjustments to redemption value of   mandatorily redeemable noncontrolling interest |       | -                                                                |       | -                     |       | -          |       | - |   | - |   | - |   | - |   | (903 | ) | - |   | (903 | ) |
| Dividends distributed to   noncontrolling interest                                  |       | -                                                                |       | -                     |       | -          |       | - |   | - |   | - |   | - |   | - |   | (2,025 | ) | (2,025 | ) |
| Foreign currency translation   adjustments                                          |       | -                                                                |       | -                     |       | -          |       | - |   | - |   | - |   | (17,147 | ) | - |   | (198 | ) | (17,345 | ) |
| Derivatives valuation, net of tax                                                   |       | -                                                                |       | -                     |       | -          |       | - |   | - |   | - |   | (2,969 | ) | - |   | - |   | (2,969 | ) |
| Vesting of restricted stock units                                                   |       | -                                                                |       | -                     |       | 251        |       | 3 |   | 3,882 |   | (6,127 | ) | - |   | - |   | - |   | (2,242 | ) |
| Exercise of stock options                                                           |       | -                                                                |       | -                     |       | 29         |       | - |   | 455 |   | (23 | ) | - |   | - |   | - |   | 432 |   |
| Excess tax benefit from equity-based   awards                                       |       | -                                                                |       | -                     |       | -          |       | - |   | - |   | 274 |   | - |   | - |   | - |   | 274 |   |
| Equity-based compensation expense                                                   |       | -                                                                |       | -                     |       | -          |       | - |   | - |   | 5,131 |   | - |   | - |   | 90 |   | 5,221 |   |
| Purchases of common stock                                                           |       | -                                                                |       | -                     |       | (501       | )          | (5 | ) | (12,249 | ) | - |   | - |   | - |   | - |   | (12,254 | ) |
| Other                                                                               |       | -                                                                |       | -                     |       | -          |       | - |   | - |   | - |   | (2,361 | ) | - |   | - |   | (2,361 | ) |
| **Balance as of June 30, 2015**                                                |       | -                                                                |       | $                     | -          |       | 48,232     |   | $ | 483 |   | $ | (535,507 | ) | $ | 356,047 |   | $ | (74,751 | ) | $ | 701,714 |   | $ | 7,585 |   | $ | 455,571 |   |

 

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

 

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Table of Contents

 

**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**Consolidated Statements of Cash Flows**

**(Amounts in thousands)**

**(Unaudited)**

 
| ** **                                                                          | ** ** | **Six Months Ended June 30,** | ** ** |
|-------------------------------------------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                                                                          | ** ** | **2015**                                          | ** ** | **2014** | ** ** |
|                                                                                |       |                                              |       |   |   |
| **Cash flows from operating activities**                                            |       |                                              |       |   |   |
| Net   income                                                                        |       | $                                                 | 35,528     |   | $ | 39,433 |   |
| Adjustments   to reconcile net income to net cash provided by operating activities: |       |                                              |       |   |   |
| Depreciation   and amortization                                                     |       | 31,043                                            |       | 27,259 |   |
| Amortization   of contract acquisition costs                                        |       | 537                                               |       | 657 |   |
| Amortization   of debt issuance costs                                               |       | 356                                               |       | 349 |   |
| Imputed   interest expense and fair value adjustments to contingent consideration   |       | (123)                                             |       | (3,710) |   |
| Provision   for doubtful accounts                                                   |       | 406                                               |       | 219 |   |
| Gain   on disposal of assets                                                        |       | (69)                                              |       | - |   |
| Deferred   income taxes                                                             |       | (341)                                             |       | 5,035 |   |
| Excess   tax benefit from equity-based awards                                       |       | (409)                                             |       | (1,050) |   |
| Equity-based   compensation expense                                                 |       | 5,278                                             |       | 5,881 |   |
| Loss   (gain) on foreign currency derivatives                                       |       | 2,600                                             |       | (2,955) |   |
|                                                                                |       |                                              |       |   |   |
| Changes   in assets and liabilities, net of acquisitions:                           |       |                                              |       |   |   |
| Accounts   receivable                                                               |       | 9,191                                             |       | (9,238) |   |
| Prepaids   and other assets                                                         |       | 790                                               |       | (631) |   |
| Accounts   payable and accrued expenses                                             |       | 13,282                                            |       | (22,965) |   |
| Deferred   revenue and other liabilities                                            |       | (12,556)                                          |       | (6,654) |   |
| Net   cash provided by operating activities                                         |       | 85,513                                            |       | 31,630 |   |
|                                                                                |       |                                              |       |   |   |
| **Cash flows from investing activities**                                            |       |                                              |       |   |   |
| Proceeds   from sale of long lived assets                                           |       | 116                                               |       | 135 |   |
| Purchases   of property, plant and equipment, net of acquisitions                   |       | (29,505)                                          |       | (34,483) |   |
| Investments   in non-marketable equity investments                                  |       | (9,000)                                           |       | - |   |
| Acquisitions,   net of cash acquired of zero and $812, respectively                 |       | (1,775)                                           |       | (8,732) |   |
| Net   cash used in investing activities                                             |       | (40,164)                                          |       | (43,080) |   |
|                                                                                |       |                                              |       |   |   |
| **Cash flows from financing activities**                                            |       |                                              |       |   |   |
| Proceeds   from line of credit                                                      |       | 1,185,200                                         |       | 1,001,500 |   |
| Payments   on line of credit                                                        |       | (1,170,200)                                       |       | (1,001,500) |   |
| Proceeds   from other debt                                                          |       | -                                                 |       | - |   |
| Payments   on other debt                                                            |       | (1,720)                                           |       | (3,127) |   |
| Payments   of contingent consideration related to acquisitions                      |       | (11,883)                                          |       | (8,547) |   |
| Dividends   paid to shareholders                                                    |       | (8,710)                                           |       | - |   |
| Payments   to noncontrolling interest                                               |       | (2,657)                                           |       | (3,713) |   |
| Proceeds   from exercise of stock options                                           |       | 432                                               |       | 313 |   |
| Excess   tax benefit from equity-based awards                                       |       | 409                                               |       | 1,050 |   |
| Payments   of debt issuance costs                                                   |       | (35)                                              |       | - |   |
| Purchase   of treasury stock                                                        |       | (12,254)                                          |       | (37,049) |   |
| Net   cash provided by (used in) financing activities                               |       | (21,418)                                          |       | (51,073) |   |
|                                                                                |       |                                              |       |   |   |
| Effect   of exchange rate changes on cash and cash equivalents                      |       | (7,405)                                           |       | 2,284 |   |
|                                                                                |       |                                              |       |   |   |
| Increase   (decrease) in cash and cash equivalents                                  |       | 16,526                                            |       | (60,239) |   |
| Cash   and cash equivalents, beginning of period                                    |       | 77,316                                            |       | 158,017 |   |
| **Cash and cash equivalents, end of period**                                        |       | $                                                 | 93,842     |   | $ | 97,778 |   |
|                                                                                |       |                                              |       |   |   |
| **Supplemental disclosures**                                                        |       |                                              |       |   |   |
| Cash   paid for interest                                                            |       | $                                                 | 2,693      |   | $ | 2,670 |   |
| Cash   paid for income taxes                                                        |       | $                                                 | 7,761      |   | $ | 7,486 |   |
|                                                                                |       |                                              |       |   |   |
| **Non-cash investing and financing activities**                                     |       |                                              |       |   |   |
| Acquisition   of long lived assets through capital leases                           |       | $                                                 | 5,353      |   | $ | — |   |
| Acquisition   of equipment through increase in accounts payable                     |       | $                                                 | 2,625      |   | $ | 1,420 |   |

 

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

 

4

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Table of Contents

 

**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**(1)**        **OVERVIEW AND BASIS OF PRESENTATION**

 

**Summary of Business**

 

TeleTech Holdings, Inc. and its subsidiaries (“TeleTech” or the “Company”) is a customer engagement management services provider, delivering integrated consulting, technology, growth and customer care solutions on a global scale. Our suite of product and service capabilities allows us to design and deliver enhanced, value-driven customer experiences across numerous communication channels. TeleTech’s 40,000 employees serve clients in the automotive, communication, financial services, government, healthcare, logistics, media and entertainment, retail, technology, transportation and travel industries via operations in the U.S., Australia, Belgium, Brazil, Bulgaria, Canada, China, Costa Rica, Germany, Hong Kong, Ireland, Israel, Lebanon, Macedonia, Mexico, New Zealand, the Philippines, Poland, Singapore, South Africa, Thailand, Turkey, the United Arab Emirates, and the United Kingdom.

 

**Basis of Presentation**

 

The Consolidated Financial Statements are comprised of the accounts of TeleTech, its wholly owned subsidiaries, its 55% equity owned subsidiary Percepta, LLC, and its 80% interest in iKnowtion, LLC. All intercompany balances and transactions have been eliminated in consolidation.

 

The unaudited Consolidated Financial Statements do not include all of the disclosures required by accounting principles generally accepted in the U.S. (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited Consolidated Financial Statements reflect all adjustments which, in the opinion of management, are necessary to state fairly the consolidated financial position of the Company and the consolidated results of operations and comprehensive income (loss) and the consolidated cash flows of the Company. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

 

During the three and six months ended June 30, 2015, an additional expense of $1.75 million was recorded as an additional estimated tax liability that should have been recorded in prior periods related to ongoing discussions with relevant government authorities related to site compliance with tax advantaged status. The total amount of $1.75 million should have been recorded as additional tax expense in the amount of $466 thousand in 2012, $406 thousand in 2013, $645 thousand in 2014 and $234 thousand in the first quarter of 2015.

 

During the three months ended June 30, 2015, we recorded an additional $3.2 million loss related to foreign currency translation within Other comprehensive income (loss) that should have been recorded in 2014 and the three months ended March 31, 2015 to correct for an error in translating the financial results of Sofica Group AD, which we acquired on February 28, 2014. Of the $3.2 million recorded, approximately $1.7 million and $1.5 million should have been recorded in the year ended December 31, 2014 and the three months ended March 31, 2015, respectively. The Company also recorded an additional $2.7 million loss to “other, net of tax” within Other comprehensive income (loss) in the three months ended March 31, 2015 and the six months ended June 30, 2015 related to our annual actuarial analysis for our Philippines pension liability that should have been recorded in the fourth quarter of 2014.

 

The Company has evaluated the aggregate impact of these adjustments and concluded that these adjustments were not material to the previously issued or current period consolidated financial statements.

 

These unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**Use of Estimates**

 

The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates including those related to derivatives and hedging activities, income taxes including the valuation allowance for deferred tax assets, self-insurance reserves, litigation reserves, restructuring reserves, allowance for doubtful accounts, contingent consideration, and valuation of goodwill, long-lived and intangible assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions.

 

**Recently Issued Accounting Pronouncements**

 

In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”. ASU 2015-03 requires all costs incurred in connection with the issuance of debt to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. This ASU is effective for interim and annual periods beginning on or after December 15, 2015 and early adoption is permitted. The Company is evaluating when it will adopt the standard but does not expect the adoption of this standard to have a material impact on its financial position, results of operation or related disclosures.

 

**(2)**        **ACQUISITIONS**

 

*rogenSi*

 

In the third quarter of 2014, as an addition to the Customer Strategy Services (“CSS”) segment, the Company acquired substantially all operating assets of rogenSi Worldwide PTY, Ltd., a global leadership, change management, sales, performance training and consulting company.

 

The total purchase price was $34.4 million, subject to certain working capital adjustments, and consists of $18.1 million in cash at closing and an estimated $14.5 million in three earn-out payments, contingent on the acquired companies and TeleTech’s CSS segment achieving certain agreed earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets, as defined in the sale and purchase agreement. Additionally, the estimated purchase price included a $1.8 million hold-back payment for contingencies as defined in the sale and purchase agreement which will be paid in the first quarter of 2016, if required. The total contingent consideration possible per the sale and purchase agreement ranges from zero to $17.6 million and the earn-out payments are payable in early 2015, 2016 and 2017, based on July 1, 2014 through December 31, 2014, and full year 2015 and 2016 performance, respectively.

 

The fair value of the contingent consideration was measured by applying a probability weighted discounted cash flow model based on significant inputs not observable in the market (Level 3 inputs). Key assumptions include a discount rate of 4.6% and expected future value of payments of $15.3 million. The $15.3 million of expected future payments was calculated using a probability weighted EBITDA assessment with the highest probability associated with rogenSi achieving the targeted EBITDA for each earn-out year. As of the acquisition date, the fair value of the contingent consideration was approximately $14.5 million. During the fourth quarter of 2014, the Company recorded a fair value adjustment of the contingent consideration of $0.5 million based on revised estimates noting higher probability of exceeding the EBITDA targets (see Note 7). As of June 30, 2015, the fair value of the remaining contingent consideration was $9.0 million, of which $5.0 million and $4.0 million were included in Other accrued expenses and Other long-term liabilities in the accompanying Consolidated Balance Sheets, respectively.

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

The following summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands):

 
| ** **                                   | ** ** | **Preliminary   Estimate of   Acquisition Date   Fair Value** | ** ** |
|----------------------------------------------|------------|------------------------------------------------------------------------------|------------|
| Cash                                         |       | $                                                                            | 2,670      |   |
| Accounts receivable, net                     |       | 6,417                                                                        |       |
| Other assets                                 |       | 2,880                                                                        |       |
| Property, plant and equipment                |       | 578                                                                          |       |
| Deferred tax assets, net                     |       | 449                                                                          |       |
| Customer relationships                       |       | 9,349                                                                        |       |
| Goodwill                                     |       | 20,960                                                                       |       |
|                                         |       | 43,303                                                                       |       |
|                                         |       |                                                                         |       |
| Accounts payable                             |       | 708                                                                          |       |
| Accrued employee compensation and   benefits |       | 2,203                                                                        |       |
| Accrued expenses                             |       | 1,146                                                                        |       |
| Other                                        |       | 4,843                                                                        |       |
|                                         |       | 8,900                                                                        |       |
|                                         |       |                                                                         |       |
| Total purchase price                         |       | $                                                                            | 34,403     |   |

 

The estimates of fair value of identifiable assets acquired and liabilities assumed are preliminary, pending completion of a valuation, thus are subject to revisions that may result in adjustments to the values presented above.

 

The rogenSi customer relationships have been estimated based on similar acquisitions and are amortized over an estimated useful life of five years. The goodwill recognized from the rogenSi acquisition is estimated to be attributable, but not limited to, the acquired workforce and expected synergies within CSS. None of the tax basis of the acquired intangibles and goodwill will be deductible for income tax purposes. The acquired goodwill and the operating results of rogenSi are reported, as its own reporting unit, within the CSS segment from the date of acquisition.

 

*Sofica*

 

In the first quarter of 2014, as an addition to the Customer Management Services (“CMS”) segment, the Company acquired a 100% interest in Sofica Group, a Bulgarian joint stock company (“Sofica”). Sofica provides customer lifecycle management and other business process services across multiple channels in multiple sites in over 18 languages.

 

The purchase price of $14.2 million included $9.4 million in cash consideration (including working capital adjustments) and an estimated $3.8 million in earn-out payments, payable in 2015 and 2016, contingent on Sofica achieving specified EBITDA targets, as defined by the stock purchase agreement. The total contingent consideration possible per the stock purchase agreement ranges from zero to $7.5 million. Additionally, the purchase price includes a $1.0 million hold-back payment for contingencies as defined in the stock purchase agreement which will be paid in the second quarter of 2016, if required.

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

The fair value of the contingent consideration was measured based on significant inputs not observable in the market (Level 3 inputs). Key assumptions include a discount rate of 5.0% and expected future value of payments of $4.0 million. The $4.0 million of expected future payments was calculated using a probability weighted EBITDA assessment with the highest probability associated with Sofica achieving the targeted EBITDA for each earn-out year. As of the acquisition date, the fair value of the contingent consideration was approximately $3.8 million. During the third and fourth quarters of 2014, the Company recorded fair value adjustments of the contingent consideration of $1.8 million and $0.6 million, respectively, based on revised estimates noting higher probability of exceeding the EBITDA targets (see Note 7). During the second quarter of 2015, the Company recorded a negative fair value adjustment for contingent consideration of $0.5 million based on revised estimates noting lower profitability than initially estimated. As of June 30, 2015, the fair value of the remaining contingent consideration was $3.1 million which was included in Other accrued expenses in the accompanying Consolidated Balance Sheets.

 

**Financial Impact of Acquired Businesses**

 

The acquired businesses purchased in 2014 noted above contributed revenues of $14.7 million and $27.3 million, and income from operations of $2.1 million and $3.2 million, inclusive of $0.7 million and $1.4 million of acquired intangible amortization, to the Company for the three and six months ended June 30, 2015, respectively.

 

**Investments**

 

*CaféX*

 

In the first quarter of 2015, the Company invested $9.0 million in CafeX Communications, Inc. (“CafeX”) through the purchase of a portion of the Series B Preferred Stock of CafeX. After the transaction, the Company owns 17.3% of the total equity of CafeX. CaféX is a provider of omni-channel web-based real time communication (WebRTC) solutions that enhance mobile applications and websites with in-app video communication and screen share technology to increase customer satisfaction and enterprise efficiency. TeleTech anticipates deploying the CafeX technology as part of the TeleTech customer experience offerings within the CMS business segment and as part of its Humanify platform.

 

**(3)**        **SEGMENT INFORMATION**

 

The Company reports the following four segments:

 
| · | the CMS segment includes the customer   experience delivery solutions which integrate innovative technology with highly-trained   customer experience professionals to optimize the customer experience across   all channels and all stages of the customer lifecycle from an onshore,   offshore or work-from-home environment; |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                              |
| · | the CGS segment provides   technology-enabled sales and marketing solutions that support revenue   generation across the customer lifecycle, including sales advisory, search   engine optimization, digital demand generation, lead qualification, and   acquisition sales, growth and retention services;                       |
|   |                                                                                                                                                                                                                                                                                                                              |
| · | the CTS segment includes operational   and design consulting, systems integration, and cloud and on-premise managed   services, the requirements needed to design, deliver and maintain   best-in-class multichannel customer engagement platforms; and                                                                           |
|   |                                                                                                                                                                                                                                                                                                                              |
| · | the CSS segment provides professional   services in customer experience strategy, customer intelligence analytics,   system and operational process optimization, and culture development and   knowledge management.                                                                                                             |

 

The Company allocates to each segment its portion of corporate operating expenses. All intercompany transactions between the reported segments for the periods presented have been eliminated.

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

The following tables present certain financial data by segment (in thousands):

 

**Three Months Ended June 30, 2015**

 
|                           |   |   | Gross   Revenue |   |   | Intersegment   Sales |   |   | Net   Revenue |   |   | Depreciation   &   Amortization |   |   | Income   from   Operations |   |
|--------------------------------|--------|--------|-----------------|--------|--------|----------------------|--------|--------|---------------|--------|--------|-------------------------------------|--------|--------|----------------------------|--------|
| Customer   Management Services |   | $      | 219,316         |   | $      | -                    |   | $      | 219,316       |   | $      | 11,053                              |   | $      | 13,324                     |   |
| Customer   Growth Services     |   |   | 30,570          |   |   | -                    |   |   | 30,570        |   |   | 1,523                               |   |   | 2,122                      |   |
| Customer   Technology Services |   |   | 38,094          |   |   | (7                   | )      |   | 38,087        |   |   | 2,195                               |   |   | 3,250                      |   |
| Customer   Strategy Services   |   |   | 22,250          |   |   | -                    |   |   | 22,250        |   |   | 909                                 |   |   | 4,656                      |   |
| Total                          |   | $      | 310,230         |   | $      | (7                   | )      | $      | 310,223       |   | $      | 15,680                              |   | $      | 23,352                     |   |

** **

**Three Months Ended June 30, 2014**

** **
|                           |   |   | Gross   Revenue |   |   | Intersegment Sales |   |   | Net   Revenue |   |   | Depreciation   &   Amortization |   |   | Income   from   Operations |   |
|--------------------------------|--------|--------|-----------------|--------|--------|--------------------|--------|--------|---------------|--------|--------|-------------------------------------|--------|--------|----------------------------|--------|
| Customer   Management Services |   | $      | 218,683         |   | $      | -                  |   | $      | 218,683       |   | $      | 10,169                              |   | $      | 16,493                     |   |
| Customer   Growth Services     |   |   | 28,875          |   |   | -                  |   |   | 28,875        |   |   | 1,468                               |   |   | 1,831                      |   |
| Customer   Technology Services |   |   | 35,753          |   |   | (16                | )      |   | 35,737        |   |   | 2,008                               |   |   | 1,616                      |   |
| Customer   Strategy Services   |   |   | 12,195          |   |   | -                  |   |   | 12,195        |   |   | 444                                 |   |   | 727                        |   |
| Total                          |   | $      | 295,506         |   | $      | (16                | )      | $      | 295,490       |   | $      | 14,089                              |   | $      | 20,667                     |   |

 

**Six Months Ended June 30, 2015**

 
|                           |   |   | Gross Revenue |   |   | Intersegment   Sales |   |   | Net   Revenue |   |   | Depreciation   &   Amortization |   |   | Income   from   Operations |   |
|--------------------------------|--------|--------|---------------|--------|--------|----------------------|--------|--------|---------------|--------|--------|-------------------------------------|--------|--------|----------------------------|--------|
| Customer   Management Services |   | $      | 462,325       |   | $      | -                    |   | $      | 462,325       |   | $      | 21,850                              |   | $      | 35,026                     |   |
| Customer   Growth Services     |   |   | 56,526        |   |   | -                    |   |   | 56,526        |   |   | 3,008                               |   |   | 2,148                      |   |
| Customer   Technology Services |   |   | 73,815        |   |   | (14                  | )      |   | 73,801        |   |   | 4,359                               |   |   | 5,259                      |   |
| Customer   Strategy Services   |   |   | 43,092        |   |   | -                    |   |   | 43,092        |   |   | 1,826                               |   |   | 7,047                      |   |
| Total                          |   | $      | 635,758       |   | $      | (14                  | )      | $      | 635,744       |   | $      | 31,043                              |   | $      | 49,480                     |   |

 

**Six Months Ended June 30, 2014**

 
|                           |   |   | Gross   Revenue |   |   | Intersegment   Sales |   |   | Net   Revenue |   |   | Depreciation   &   Amortization |   |   | Income   from   Operations |   |
|--------------------------------|--------|--------|-----------------|--------|--------|----------------------|--------|--------|---------------|--------|--------|-------------------------------------|--------|--------|----------------------------|--------|
| Customer   Management Services |   | $      | 446,607         |   | $      | -                    |   | $      | 446,607       |   | $      | 19,634                              |   | $      | 37,316                     |   |
| Customer   Growth Services     |   |   | 57,780          |   |   | -                    |   |   | 57,780        |   |   | 3,024                               |   |   | 3,601                      |   |
| Customer   Technology Services |   |   | 68,532          |   |   | (19                  | )      |   | 68,513        |   |   | 3,723                               |   |   | 1,927                      |   |
| Customer   Strategy Services   |   |   | 24,811          |   |   | -                    |   |   | 24,811        |   |   | 878                                 |   |   | 2,180                      |   |
| Total                          |   | $      | 597,730         |   | $      | (19                  | )      | $      | 597,711       |   | $      | 27,259                              |   | $      | 45,024                     |   |

 
| ** **                     | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|--------------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                     | ** ** | **2015**                                            | ** ** | **2014**                                          | ** ** | **2015** | ** ** | **2014** | ** ** |
| **Capital Expenditures**       |       |                                                |       |                                              |       |   |   |   |   |
| Customer   Management Services |       | $                                                   | 12,569     |                                              | $          | 14,587 |   | $ | 22,016 |   | $ | 24,499 |   |
| Customer   Growth Services     |       | 1,832                                               |       | 1,289                                             |       | 3,137 |   | 1,669 |   |
| Customer   Technology Services |       | 1,785                                               |       | 3,407                                             |       | 4,067 |   | 8,038 |   |
| Customer   Strategy Services   |       | 280                                                 |       | 105                                               |       | 284 |   | 277 |   |
| Total                          |       | $                                                   | 16,467     |                                              | $          | 19,388 |   | $ | 29,505 |   | $ | 34,483 |   |

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 
| ** **                     | ** ** | **June 30,   2015** | ** ** | **December 31,   2014** | ** ** |
|--------------------------------|------------|--------------------------|------------|------------------------------|------------|
| **Total Assets**               |       |                     |       |                         |       |
| Customer   Management Services |       | $                        | 517,396    |                         | $          | 514,957 |   |
| Customer   Growth Services     |       | 84,079                   |       | 88,394                       |       |
| Customer   Technology Services |       | 171,581                  |       | 159,441                      |       |
| Customer   Strategy Services   |       | 90,149                   |       | 89,683                       |       |
| Total                          |       | $                        | 863,205    |                         | $          | 852,475 |   |
|                                |            |                          |            |                              |            |  |  |  |

 
| ** **                     | ** ** | **June 30,   2015** | ** ** | **December 31,   2014** | ** ** |
|--------------------------------|------------|--------------------------|------------|------------------------------|------------|
| **Goodwill**                   |       |                     |       |                         |       |
| Customer   Management Services |       | $                        | 24,265     |                         | $          | 25,871 |   |
| Customer   Growth Services     |       | 30,395                   |       | 30,395                       |       |
| Customer   Technology Services |       | 42,709                   |       | 42,709                       |       |
| Customer   Strategy Services   |       | 29,429                   |       | 29,730                       |       |
| Total                          |       | $                        | 126,798    |                         | $          | 128,705 |   |

 

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

 
| ** **                      | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|---------------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                      | ** ** | **2015**                                            | ** ** | **2014**                                          | ** ** | **2015** | ** ** | **2014** | ** ** |
| **Revenue**                     |       |                                                |       |                                              |       |   |   |   |   |
| United   States                 |       | $                                                   | 157,740    |                                              | $          | 137,596 |   | $ | 329,393 |   | $ | 284,065 |   |
| Philippines                     |       | 85,585                                              |       | 85,541                                            |       | 170,572 |   | 172,207 |   |
| Latin   America                 |       | 37,623                                              |       | 43,258                                            |       | 78,177 |   | 85,304 |   |
| Europe   / Middle East / Africa |       | 19,290                                              |       | 22,267                                            |       | 38,603 |   | 41,484 |   |
| Asia   Pacific                  |       | 8,437                                               |       | 5,358                                             |       | 16,111 |   | 11,758 |   |
| Canada                          |       | 1,548                                               |       | 1,470                                             |       | 2,888 |   | 2,893 |   |
| Total                           |       | $                                                   | 310,223    |                                              | $          | 295,490 |   | $ | 635,744 |   | $ | 597,711 |   |

 

**(4)**        **SIGNIFICANT CLIENTS AND OTHER CONCENTRATIONS**

 

The Company had one client that contributed in excess of 10% of total revenue for the six months ended June 30, 2015 and 2014. This client operates in the communications industry and is included in the CMS segment. This client contributed 11.5% and 12.0% of total revenue for the three months ended June 30, 2015 and 2014, respectively. This client contributed 10.9% and 11.8% of total revenue for the six months ended June 30, 2015 and 2014, respectively. This client had an outstanding receivable balance of $29.2 million and $28.6 million as of June 30, 2015 and 2014, respectively.

 

The loss of one or more of its significant clients could have a material adverse effect on the Company’s business, operating results, or financial condition. The Company does not require collateral from its clients. To limit the Company’s credit risk, management performs periodic credit evaluations of its clients and maintains allowances for uncollectible accounts and may require pre-payment for services. Although the Company is impacted by economic conditions in various industry segments, management does not believe significant credit risk existed as of June 30, 2015.

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**(5)**        **GOODWILL AND OTHER INTANGIBLE ASSETS**

 

Goodwill consisted of the following (in thousands):

 
| ** **                   | ** ** | **December 31,   2014** | ** ** | **Acquisitions/   Adjustments** | ** ** | **Impairments** | ** ** | **Effect of   Foreign   Currency** | ** ** | **June 30,   2015** | ** ** |
|------------------------------|------------|------------------------------|------------|---------------------------------|------------|-----------------|------------|-----------------------------------------|------------|--------------------------|------------|
|                         |       |                         |       |                            |       |            |       |                                    |       |                     |       |
| Customer Management Services |       | $                            | 25,871     |                            | $          | -               |       | $                                       | -          |                     | $          | (1,606) |   | $ | 24,265 |   |
| Customer Growth Services     |       | 30,395                       |       | -                               |       | -               |       | -                                       |       | 30,395                   |       |
| Customer Technology Services |       | 42,709                       |       | -                               |       | -               |       | -                                       |       | 42,709                   |       |
| Customer Strategy Services   |       | 29,730                       |       | 100                             |       | -               |       | (401)                                   |       | 29,429                   |       |
| Total                        |       | $                            | 128,705    |                            | $          | 100             |       | $                                       | -          |                     | $          | (2,007) |   | $ | 126,798 |   |

 

The Company performs a goodwill impairment assessment on at least an annual basis. The Company conducts its annual goodwill impairment assessment during the fourth quarter, or more frequently, if indicators of impairment exist.

 

The Company concluded that goodwill for all reporting units was not impaired at December 1, 2014. While no impairment indicators were identified, due to the small margin of fair value in excess of carrying value for two reporting units, Revana (approximately 6%) and WebMetro (approximately 11%), these reporting units remain at considerable risk for future impairment if projected operating results are not met or other inputs into the fair value measurement change.

 

At June 30, 2015, the Company updated its quantitative assessment of these reporting units fair value using an income based approach. The determination of fair value requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rates for the businesses, the useful lives over which the cash flows will occur and determination of appropriate discount rates (based in part on the Company’s weighted average cost of capital). Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. As of June 30, 2015, the updated fair values continue to exceed the carrying values for Revana (approximately 14%) and WebMetro (approximately 15%). The Company will continue to review the calculated fair value of these reporting units until the fair value is substantially in excess of its carrying value.

 

**(6)**        **DERIVATIVES**

 

**Cash Flow Hedges**

 

The Company enters into foreign exchange and interest rate related derivatives. Foreign exchange derivatives entered into consist of forward and option contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations that are associated with forecasted revenue earned in foreign locations. Interest rate derivatives consist of interest rate swaps to reduce the Company’s exposure to interest rate fluctuations associated with its variable rate debt. Upon proper qualification, these contracts are designated as cash flow hedges. It is the Company’s policy to only enter into derivative contracts with investment grade counterparty financial institutions, and correspondingly, the fair value of derivative assets consider, among other factors, the creditworthiness of these counterparties. Conversely, the fair value of derivative liabilities reflects the Company’s creditworthiness. As of June 30, 2015, the Company has not experienced, nor does it anticipate, any issues related to derivative counterparty defaults. The following table summarizes the aggregate unrealized net gain or loss in Accumulated other comprehensive income (loss) for the three and six months ended June 30, 2015 and 2014 (in thousands and net of tax):

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 
| ** **                                                             | ** ** | **Three Months Ended   June 30,** | ** ** | **Six Months Ended   June 30,** | ** ** |
|------------------------------------------------------------------------|------------|--------------------------------------------------|------------|------------------------------------------------|------------|
| ** **                                                             | ** ** | **2015**                                         | ** ** | **2014**                                       | ** ** | **2015** | ** ** | **2014** | ** ** |
|                                                                   |       |                                             |       |                                           |       |   |   |   |   |
| Aggregate unrealized net gain/(loss) at   beginning of period          |       | $                                                | (18,497)   |                                           | $          | (10,886) |   | $ | (18,345) |   | $ | (8,352) |   |
| Add: Net gain/(loss) from change in fair   value of cash flow hedges   |       | (4,119)                                          |       | 9,946                                          |       | (5,410) |   | 6,297 |   |
| Less: Net (gain)/loss reclassified to   earnings from effective hedges |       | 1,301                                            |       | 1,059                                          |       | 2,440 |   | 2,174 |   |
| Aggregate unrealized net gain/(loss) at end   of period                |       | $                                                | (21,315)   |                                           | $          | 119 |   | $ | (21,315) |   | $ | 119 |   |

 

The Company’s foreign exchange cash flow hedging instruments as of June 30, 2015 and December 31, 2014 are summarized as follows (amounts in thousands). All hedging instruments are forward contracts unless noted otherwise.

 
| **As of June 30, 2015** | ** ** | **Local   Currency   Notional   Amount** | ** ** | **U.S. Dollar   Notional   Amount** | ** ** | **% Maturing in   the Next 12   Months** | ** ** | **Contracts   Maturing   Through** | ** ** |
|---------------------------------------------|------------|------------------------------------------|------------|------------------------------------------|------------|--------------------------------------------------------------|------------|------------------------------------|------------|
| Philippine Peso                             |       | 16,856,000                               |       | 380,216                                  | (1)        | 43.0  %                                            |       | February 2020                 |       |
| Mexican Peso                                |       | 2,684,000                                |       | 183,258                                  |       | 28.2  %                                            |       | May 2020                      |       |
|                                        |       |                                     |       | $                                        | 563,474    |                                                         |       |                               |       |   |
|                                             |            |                                          |            |                                          |            |                                                              |            |                                    |            |  |

 
| **As of December 31, 2014** | ** ** | **Local   Currency   Notional   Amount** | ** ** | **U.S. Dollar   Notional   Amount** | ** ** | ** ** | ** ** | ** ** | ** ** |
|-------------------------------------------------|------------|------------------------------------------|------------|------------------------------------------|------------|------------|------------|------------|------------|
| Canadian Dollar                                 |       | 1,500                                    |       | $                                        | 1,441      |       |       |       |       |   |
| Philippine Peso                                 |       | 17,428,000                               |       | 398,046                                  | (1)        |       |       |       |       |
| Mexican Peso                                    |       | 2,532,000                                |       | 179,089                                  |       |       |       |       |       |
| New Zealand Dollar                              |       | 490                                      |       | 381                                      |       |       |       |       |       |
|                                            |       |                                     |       | $                                        | 578,957    |       |       |       |       |   |

 

(1)                Includes contracts to purchase Philippine pesos in exchange for New Zealand dollars and Australian dollars, which are translated into equivalent U.S. dollars on June 30, 2015 and December 31, 2014.

 

The Company’s interest rate swap arrangements as of June 30, 2015 and December 31, 2014 were as follows:

 
| ** **                 | ** ** | **Notional   Amount** | ** ** | **Variable Rate   Received** | ** **        | **Fixed Rate   Paid** | ** ** | **Contract   Commencement   Date** | ** ** | **Contract   Maturity   Date** | ** ** |
|----------------------------|------------|-----------------------|------------|-----------------------------------|-------------------|----------------------------|------------|------------------------------------|------------|--------------------------------|------------|
| As of June 30, 2015   |       | $                     | 25 million |                              | 1 - month LIBOR   |                       | 2.55       | %                                  |       | April 2012                |       | April 2016 |   |
| and December 31, 2014 |       |                  | 15 million |                              | 1   - month LIBOR |                       | 3.14       | %                                  |       | May 2012                  |       | May 2017 |   |
|                       |       | $                     | 40 million |                              |              |                       |       |                               |       |                           |       |   |

 

**Fair Value Hedges**

 

The Company enters into foreign exchange forward contracts to economically hedge against foreign currency exchange gains and losses on certain receivables and payables of the Company’s foreign operations. Changes in the fair value of derivative instruments designated as fair value hedges are recognized in earnings in Other income (expense), net. As of June 30, 2015 and December 31, 2014 the total notional amounts of the Company’s forward contracts used as fair value hedges were $241.3 million and $242.5 million, respectively.

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**Derivative Valuation and Settlements**

 

The Company’s derivatives as of June 30, 2015 and December 31, 2014 were as follows (in thousands):

 
| ** **                                                                 | ** ** | **June 30, 2015**                      | ** ** |
|----------------------------------------------------------------------------|------------|--------------------------------------------------|------------|
| Designation:                                                               |       | Designated as Hedging Instruments |       | Not Designated   as Hedging   Instruments |   |
| Derivative contract type:                                        |       | Foreign   Exchange                               |       | Interest Rate |   | Foreign   Exchange |   |
| Derivative classification:                                            |       | Cash Flow                                   |       | Cash Flow |   | Fair Value |   |
|                                                                       |       |                                             |       |   |   |   |   |
| Fair value and location of derivative in the Consolidated   Balance Sheet: |       |                                             |       |   |   |   |   |
| Prepaids and other current assets                                          |       | $                                                | 578        |   | $ | - |   | $ | 47 |   |
| Other long-term assets                                                     |       | 2                                                |       | - |   | - |   |
| Other current liabilities                                                  |       | (14,400)                                         |       | (951) |   | (1,871) |   |
| Other long-term liabilities                                                |       | (21,985)                                         |       | (158) |   | - |   |
| Total fair value of derivatives, net                                       |       | $                                                | (35,805)   |   | $ | (1,109) |   | $ | (1,824) |   |

 
| ** **                                                                 | ** ** | **December 31, 2014**                  | ** ** |
|----------------------------------------------------------------------------|------------|--------------------------------------------------|------------|
| Designation:                                                               |       | Designated as Hedging Instruments |       | Not Designated   as Hedging   Instruments |   |
| Derivative contract type:                                        |       | Foreign   Exchange                               |       | Interest Rate |   | Foreign   Exchange |   |
| Derivative classification:                                            |       | Cash Flow                                   |       | Cash Flow |   | Fair Value |   |
|                                                                       |       |                                             |       |   |   |   |   |
| Fair value and location of derivative in the   Consolidated Balance Sheet: |       |                                             |       |   |   |   |   |
| Prepaids and other current assets                                          |       | $                                                | 192        |   | $ | - |   | $ | 797 |   |
| Other long-term assets                                                     |       | 389                                              |       | - |   | - |   |
| Other current liabilities                                                  |       | (12,680)                                         |       | (988) |   | (5) |   |
| Other long-term liabilities                                                |       | (17,070)                                         |       | (452) |   | - |   |
| Total fair value of derivatives, net                                       |       | $                                                | (29,169)   |   | $ | (1,440) |   | $ | 792 |   |

 

The effects of derivative instruments on the Consolidated Statements of Comprehensive Income (Loss) for the three months ended June 30, 2015 and 2014 were as follows (in thousands):

 
| ** **                                                                                                   | ** ** | **Three Months Ended June 30,** | ** ** |
|--------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                                                                                   | ** ** | **2015 **                                      | ** ** | **2014 ** | ** ** |
| Designation:                                                                                                 |       | Designated as Hedging   Instruments       |       | Designated as Hedging   Instruments |   |
| Derivative contract type:                                                                          |       | Foreign   Exchange                                  |       | Interest Rate |   | Foreign   Exchange |   | Interest Rate |   |
| Derivative classification:                                                                              |       | Cash Flow                                      |       | Cash Flow |   | Cash Flow |   | Cash Flow |   |
|                                                                                                         |       |                                                |       |   |   |   |   |   |   |
| Amount of gain or (loss) recognized in Other   comprehensive income (loss) - effective portion, net of tax   |       | $                                                   | (1,453)    |   | $ | 152 |   | $ | 10,049 |   | $ | (103) |   |
|                                                                                                         |       |                                                |       |   |   |   |   |   |   |
| Amount and location of net gain or (loss)   reclassified from Accumulated OCI to income - effective portion: |       |                                                |       |   |   |   |   |   |   |
| Revenue                                                                                                      |       | $                                                   | (2,505)    |   | $ | - |   | $ | (1,472) |   | $ | - |   |
| Interest Expense                                                                                             |       | -                                                   |       | (262) |   | - |   | (265) |   |

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 
|                                                                                                                 |   | **Three Months Ended June 30,**       |   |
|----------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------|--------|
|                                                                                                                 |   | **2015**                                                  |   | **2014** |   |
| Designation:                                                                                                         |   | Not Designated as Hedging Instruments |   | Not Designated as Hedging Instruments |   |
| Derivative contract type:                                                                                  |   | Foreign Exchange                                     |   | Foreign Exchange |   |
| Derivative classification:                                                                                      |   | Option and Forward   Contracts                  |   | Fair Value |   | Option and Forward   Contracts |   | Fair Value |   |
|                                                                                                                 |   |                                                      |   |   |   |   |   |   |   |
| Amount and location of net gain or (loss)   recognized in the Consolidated Statement of Comprehensive Income (Loss): |   |                                                      |   |   |   |   |   |   |   |
| Costs of services                                                                                                    |   | $                                                         | -      |   | $ | - |   | $ | - |   | $ | - |   |
| Other income (expense), net                                                                                          |   | $                                                         | -      |   | $ | (2,416) |   | $ | - |   | $ | (2,825) |   |

 

The effects of derivative instruments on the Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2015 and 2014 were as follows (in thousands):

 
|                                                                                                         |   | **Six Months Ended June 30,** |    |
|--------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------|---------|
|                                                                                                         |   | **2015**                                          |    | **2014** |   |
| Designation:                                                                                                 |   | Designated as Hedging   Instruments     |    | Designated as Hedging   Instruments |   |
| Derivative contract type:                                                                          |   | Foreign   Exchange                                |    | Interest Rate |   | Foreign   Exchange |   | Interest Rate |   |
| Derivative classification:                                                                              |   | Cash Flow                                    |    | Cash Flow |   | Cash Flow |   | Cash Flow |   |
|                                                                                                         |   |                                              |    |   |   |   |   |   |   |
| Amount of gain or (loss) recognized in Other   comprehensive income (loss) - effective portion, net of tax   |   | $                                                 | (2,443) |   | $ | 301 |   | $ | 6,457 |   | $ | (160) |   |
|                                                                                                         |   |                                              |    |   |   |   |   |   |   |
| Amount and location of net gain or (loss)   reclassified from Accumulated OCI to income - effective portion: |   |                                              |    |   |   |   |   |   |   |
| Revenue                                                                                                      |   | $                                                 | (4,213) |   | $ | - |   | $ | (3,043) |   | $ | - |   |
| Interest Expense                                                                                             |   | -                                                 |    | (519) |   | - |   | (523) |   |

 
| ** **                                                                                                    | ** ** | **Six Months Ended June 30,**         | ** ** |
|---------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------|------------|
| ** **                                                                                                    | ** ** | **2015 **                                            | ** ** | **2014 ** | ** ** |
| Designation :                                                                                            |       | Not Designated as Hedging Instruments |       | Not Designated as Hedging Instruments |   |
| Derivative contract type:                                                                           |       | Foreign Exchange                                     |       | Foreign Exchange |   |
| Derivative classification:                                                                               |       | Option and Forward   Contracts                  |       | Fair Value |   | Option and Forward   Contracts |   | Fair Value |   |
|                                                                                                          |       |                                                      |       |   |   |   |   |   |   |
| Amount and location of net gain or (loss) recognized   in the Consolidated Statement of Comprehensive Income: |       |                                                      |       |   |   |   |   |   |   |
| Costs of services                                                                                             |       | $                                                         | -          |   | $ | - |   | $ | - |   | $ | - |   |
| Other income (expense), net                                                                                   |       | $                                                         | -          |   | $ | (2,496) |   | $ | - |   | $ | (2,206) |   |

 

**(7)**        **FAIR VALUE**

 

The authoritative guidance for fair value measurements establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires that the Company maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

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

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

The following presents information as of June 30, 2015 and December 31, 2014 for the Company’s assets and liabilities required to be measured at fair value on a recurring basis, as well as the fair value hierarchy used to determine their fair value.

 

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

 

*Debt* - The Company’s debt consists primarily of the Company’s Credit Agreement, which permits floating-rate borrowings based upon the current Prime Rate or LIBOR plus a credit spread as determined by the Company’s leverage ratio calculation (as defined in the Credit Agreement). As of June 30, 2015 and December 31, 2014, the Company had $115.0 million and $100.0 million, respectively, of borrowings outstanding under the Credit Agreement. During the second quarter of 2015 outstanding borrowings accrued interest at an average rate of 1.2% per annum, excluding unused commitment fees. The amounts recorded in the accompanying Balance Sheets approximate fair value due to the variable nature of the debt.

 

*Derivatives -* Net derivative assets (liabilities) are measured at fair value on a recurring basis. The portfolio is valued using models based on market observable inputs, including both forward and spot foreign exchange rates, interest rates, implied volatility, and counterparty credit risk, including the ability of each party to execute its obligations under the contract. As of June 30, 2015, credit risk did not materially change the fair value of the Company’s derivative contracts.

 

The following is a summary of the Company’s fair value measurements for its net derivative assets (liabilities) as of June 30, 2015 and December 31, 2014 (in thousands):

 

**As of June 30, 2015**

 
| ** **                             | ** ** | **Fair Value Measurements Using**                                      | ** ** | ** **                                          | ** ** |
|----------------------------------------|------------|---------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                             | ** ** | **Quoted Prices in   Active Markets for   Identical Assets** | ** ** | **Significant Other   Observable Inputs** | ** ** | **Significant   Unobservable   Inputs** | ** ** | ** ** | ** ** |
| ** **                             | ** ** | **(Level 1)**                                                                    | ** ** | **(Level 2)**                                  | ** ** | **(Level 3)** | ** ** | **At Fair Value** | ** ** |
| Cash flow hedges                       |       | $                                                                                     | -          |                                                | $          | (35,805) |   | $ | - |   | $ | (35,805) |   |
| Interest rate swaps                    |       | -                                                                                     |       | (1,109)                                             |       | - |   | (1,109) |   |
| Fair value hedges                      |       | -                                                                                     |       | (1,824)                                             |       | - |   | (1,824) |   |
| Total net derivative asset (liability) |       | $                                                                                     | -          |                                                | $          | (38,738) |   | $ | - |   | $ | (38,738) |   |

 

**As of December 31, 2014**

 
| ** **                             | ** ** | **Fair Value Measurements Using**                                      | ** ** | ** **                                          | ** ** |
|----------------------------------------|------------|---------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                             | ** ** | **Quoted Prices in   Active Markets for   Identical Assets** | ** ** | **Significant Other   Observable Inputs** | ** ** | **Significant   Unobservable   Inputs** | ** ** | ** ** | ** ** |
| ** **                             | ** ** | **(Level 1)**                                                                    | ** ** | **(Level 2)**                                  | ** ** | **(Level 3)** | ** ** | **At Fair Value** | ** ** |
| Cash flow hedges                       |       | $                                                                                     | -          |                                                | $          | (29,169) |   | $ | - |   | $ | (29,169) |   |
| Interest rate swaps                    |       | -                                                                                     |       | (1,440)                                             |       | - |   | (1,440) |   |
| Fair value hedges                      |       | -                                                                                     |       | 792                                                 |       | - |   | 792 |   |
| Total net derivative asset (liability) |       | $                                                                                     | -          |                                                | $          | (29,817) |   | $ | - |   | $ | (29,817) |   |

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

The following is a summary of the Company’s fair value measurements as of June 30, 2015 and December 31, 2014 (in thousands):

 

**As of June 30, 2015**
| ** **                           | ** ** | **Fair Value Measurements Using**                                      | ** ** |
|--------------------------------------|------------|---------------------------------------------------------------------------------------|------------|
| ** **                           | ** ** | **Quoted Prices in   Active Markets for   Identical Assets** | ** ** | **Significant Other   Observable Inputs** | ** ** | **Significant   Unobservable   Inputs** | ** ** |
| ** **                           | ** ** | **(Level 1)**                                                                    | ** ** | **(Level 2)** | ** ** | **(Level 3)** | ** ** |
| **Assets**                           |       |                                                                                  |       |   |   |   |   |
| Derivative instruments, net          |       | -                                                                                     |       | - |   | - |   |
| **Total assets**                     |       | $                                                                                     | -          |   | $ | - |   | $ | - |   |
|                                 |       |                                                                                  |       |   |   |   |   |
| **Liabilities**                      |       |                                                                                  |       |   |   |   |   |
| Deferred compensation plan liability |       | $                                                                                     | -          |   | $ | (9,645) |   | $ | - |   |
| Derivative instruments, net          |       | -                                                                                     |       | (38,738) |   | - |   |
| Contingent consideration             |       | -                                                                                     |       | - |   | (12,611) |   |
| **Total liabilities**                |       | $                                                                                     | -          |   | $ | (48,383) |   | $ | (12,611) |   |

 

**As of December 31, 2014**
| ** **                           | ** ** | **Fair Value Measurements Using**                                      | ** ** |
|--------------------------------------|------------|---------------------------------------------------------------------------------------|------------|
| ** **                           | ** ** | **Quoted Prices in   Active Markets for   Identical Assets** | ** ** | **Significant Other   Observable Inputs** | ** ** | **Significant   Unobservable   Inputs** | ** ** |
| ** **                           | ** ** | **(Level 1)**                                                                    | ** ** | **(Level 2)** | ** ** | **(Level 3)** | ** ** |
| **Assets**                           |       |                                                                                  |       |   |   |   |   |
| Derivative instruments, net          |       | -                                                                                     |       | - |   | - |   |
| **Total assets**                     |       | $                                                                                     | -          |   | $ | - |   | $ | - |   |
|                                 |       |                                                                                  |       |   |   |   |   |
| **Liabilities**                      |       |                                                                                  |       |   |   |   |   |
| Deferred compensation plan liability |       | $                                                                                     | -          |   | $ | (8,478) |   | $ | - |   |
| Derivative instruments, net          |       | -                                                                                     |       | (29,817) |   | - |   |
| Contingent consideration             |       | -                                                                                     |       | - |   | (24,744) |   |
| **Total liabilities**                |       | $                                                                                     | -          |   | $ | (38,295) |   | $ | (24,744) |   |

 

*Deferred Compensation Plan* — The Company maintains a non-qualified deferred compensation plan structured as a Rabbi trust for certain eligible employees. Participants in the deferred compensation plan select from a menu of phantom investment options for their deferral dollars offered by the Company each year, which are based upon changes in value of complementary, defined market investments. The deferred compensation liability represents the combined values of market investments against which participant accounts are tracked.

 

*Contingent Consideration* — The Company recorded contingent consideration related to the acquisitions of iKnowtion, Guidon, TSG, WebMetro, Sofica and rogenSi. These contingent payables were recognized at fair value using a discounted cash flow approach and a discount rate of 21.0%, 21.0%, 4.6%, 5.3%, 5.0% or 4.6%, respectively. The discount rates vary dependant on the specific risks of each acquisition including the country of operation, the nature of services and complexity of the acquired business, and other similar factors. These measurements were based on significant inputs not observable in the market. The Company will record interest expense each period using the effective interest method until the future value of these contingent payables reaches their expected future value of $13.1 million. Interest expense related to all recorded contingent payables is included in Interest expense in the Consolidated Statements of Comprehensive Income (Loss).

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

During the second and fourth quarters of 2014, the Company recorded fair value adjustments of the contingent consideration associated with the TSG reporting unit within the CTS segment based on revised estimates noting achievement of the targeted 2014 and 2015 EBITDA was remote. Accordingly, a $4.0 million and $3.9 million, respectively, reductions in the payable were recorded as of June 30, 2014 and December 31, 2014 and were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

 

During the third and fourth quarters of 2014, the Company recorded fair value adjustments of the contingent consideration associated with the Sofica reporting unit within the CMS segment of $1.8 million and $0.6 million, respectively, as the Company’s revised estimates reflected Sofica exceeding its EBITDA targets for both 2014 and 2015. Accordingly, the $1.8 million and $0.6 million increases in the payable were recorded as of September 30, 2014 and December 31, 2014 and were included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

 

During the third quarter of 2014, the Company recorded a fair value adjustment of the contingent consideration associated with the WebMetro reporting unit within the CGS segment based on revised estimates noting achievement of the targeted 2014 EBITDA was remote. Accordingly, a $1.7 million reduction in the payable was recorded as of September 30, 2014 and was included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

 

During the fourth quarter of 2014, the Company recorded a fair value adjustment of the contingent consideration associated with the rogenSi reporting unit within the CSS segment based on revised estimates reflecting rogenSi exceeding its EBITDA targets for 2014. Accordingly a $0.5 million increase in the payable was recorded as of December 31, 2014 and was included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

 

During the second quarter of 2015, the Company recorded a fair value adjustment of the contingent consideration associated with the Sofica reporting unit within the CMS segment based on revised estimates reflecting Sofica earnings will be lower than revised estimates for 2015. Accordingly a $0.5 million decrease in the payable was recorded as of June 30, 2015 and was included in Other income (expense) in the Consolidated Statements of Comprehensive Income (Loss).

 

A rollforward of the activity in the Company’s fair value of the contingent consideration payable is as follows (in thousands):

 
| ** ** | ** ** | **December 31,   2014** | ** ** | **Acquisitions** | ** ** | **Payments** | ** ** | **Imputed   Interest /   Adjustments** | ** ** | **June 30,   2015** | ** ** |
|------------|------------|------------------------------|------------|------------------|------------|--------------|------------|---------------------------------------------|------------|--------------------------|------------|
|       |       |                         |       |             |       |         |       |                                        |       |                     |       |
| iKnowtion  |       | $                            | 2,265      |             | $          | -            |       | $                                           | (1,800)    |                     | $          | 24 |   | $ | 489 |   |
| Guidon     |       | 1,000                        |       | -                |       | (1,000)      |       | -                                           |       | -                        |       |
| TSG        |       | -                            |       | -                |       | -            |       | -                                           |       | -                        |       |
| WebMetro   |       | -                            |       | -                |       | -            |       | -                                           |       | -                        |       |
| Sofica     |       | 6,317                        |       | -                |       | (2,838)      |       | (406)                                       |       | 3,073                    |       |
| rogenSi    |       | 15,162                       |       | -                |       | (6,372)      |       | 259                                         |       | 9,049                    |       |
| Total      |       | $                            | 24,744     |             | $          | -            |       | $                                           | (12,010)   |                     | $          | (123) |   | $ | 12,611 |   |

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**(8)**        **INCOME TAXES**

 

The Company accounts for income taxes in accordance with the accounting literature for income taxes, which requires recognition of deferred tax assets and liabilities for the expected future income tax consequences of transactions that have been included in the Consolidated Financial Statements. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using tax rates in effect for the year in which the differences are expected to reverse. Quarterly, the Company assesses the likelihood that its net deferred tax assets will be recovered. Based on the weight of all available evidence, both positive and negative, the Company records a valuation allowance against deferred tax assets when it is more-likely-than-not that a future tax benefit will not be realized.

 

During the first quarter of 2014, a benefit of $1.2 million was recorded due to the closing of statutes of limitations in Canada.

 

In accordance with ASC 740, the Company recorded a liability during the second quarter of 2015 of $1.75 million, inclusive of penalties and interest, for an uncertain tax position. See Note 1.

 

When there is a change in judgment concerning the recovery of deferred tax assets in future periods, a valuation allowance is recorded into earnings during the quarter in which the change in judgment occurred. During the second quarter of 2015, the Company increased its valuation allowance by $0.8 million. This net increase was related to a $0.3 million increase in the Netherlands and Israel for deferred tax assets that do not meet the “more likely than not” standard under current accounting guidance, a $0.3 million increase related to deferred tax assets in the Philippines related to the future utilization of NOL’s, and a $0.2 million increase in various other jurisdictions.

 

As of June 30, 2015, the Company had $54.2 million of gross deferred tax assets (after a $10.5 million valuation allowance) and net deferred tax assets (after deferred tax liabilities) of $50.9 million related to the U.S. and international tax jurisdictions whose recoverability is dependent upon future profitability.

 

The effective tax rate for the three and six months ended June 30, 2015 was 33.6% and 25.6%, respectively. The effective tax rate for the three and six months ended June 30, 2014 was 23.0% and 17.4%, respectively.

 

The Company’s U.S. income tax returns filed for the tax years ending December 31, 2011 to present remain open tax years. The Company has been notified of the intent to audit, or is currently under audit, of income taxes in the U.S. specifically for the acquired entity Technology Solutions Group for the tax year 2012 (prior to acquisition), for rogenSi in Hong Kong for the tax year 2014 and Canada for tax years 2009 and 2010. Although the outcome of examinations by taxing authorities are always uncertain, it is the opinion of management that the resolution of these audits will not have a material effect on the Company’s Consolidated Financial Statements.

 

**(9)**        **RESTRUCTURING CHARGES AND IMPAIRMENT LOSSES**

 

**Restructuring Charges**

 

During the three and six months ended June 30, 2015 and 2014, the Company undertook a number of restructuring activities primarily associated with reductions in the Company’s capacity and workforce in several of its segments to better align the capacity and workforce with current business needs.

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

A summary of the expenses recorded in Restructuring, net in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2015 and 2014, respectively, is as follows (in thousands):

 
| ** **                   | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|------------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                   | ** ** | **2015 **                                      | ** ** | **2014 **                                    | ** ** | **2015 ** | ** ** | **2014 ** | ** ** |
| Reduction in force           |       |                                                |       |                                              |       |   |   |   |   |
| Customer Management Services |       | $                                                   | 39         |                                              | $          | 535 |   | $ | 815 |   | $ | 1,046 |   |
| Customer Growth Services     |       | -                                                   |       | 8                                                 |       | - |   | 37 |   |
| Customer Technology Services |       | -                                                   |       | 74                                                |       | - |   | 74 |   |
| Customer Strategy Services   |       | 159                                                 |       | -                                                 |       | 192 |   | - |   |
| Total                        |       | $                                                   | 198        |                                              | $          | 617 |   | $ | 1,007 |   | $ | 1,157 |   |

 

A rollforward of the activity in the Company’s restructuring accruals is as follows (in thousands):

 
| ** **                           | ** ** | **Closure of   Delivery Centers** | ** ** | **Reduction in Force** | ** ** | **Total** | ** ** |
|--------------------------------------|------------|---------------------------------------------|------------|----------------------------------|------------|-----------|------------|
|                                 |       |                                        |       |                             |       |      |       |
| Balance as of December 31, 2014 |       | $                                           | -          |                             | $          | 2,071     |       | $ | 2,071 |   |
| Expense                              |       | -                                           |       | 1,007                            |       | 1,007     |       |
| Payments                             |       | -                                           |       | (1,838)                          |       | (1,838)   |       |
| Change in estimates                  |       | -                                           |       | -                                |       | -         |       |
| Balance as of June 30, 2015     |       | $                                           | -          |                             | $          | 1,240     |       | $ | 1,240 |   |

 

The remaining restructuring accruals are expected to be paid or extinguished during 2015 and are all classified as current liabilities within Other accrued expenses in the Consolidated Balance Sheets.

 

**(10)**       **COMMITMENTS AND CONTINGENCIES**

 

**Credit Facility**

 

In the second quarter of 2013, the Company entered into a $700.0 million, five-year, multi-currency revolving credit facility (the “Credit Agreement”) with a syndicate of lenders which includes an accordion feature that permits the Company to request an increase in total commitments up to $1.0 billion, under certain conditions. Wells Fargo Securities, LLC, KeyBank National Association, Bank of America Merrill Lynch, BBVA Compass and HSBC Bank USA, National Association served as Joint Lead Arrangers. The Credit Agreement amends and restates in its entirety the Company’s prior credit facility entered into during 2010 and amended in 2012.

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

The Credit Agreement provides for a secured revolving credit facility that matures on June 3, 2018 with an initial maximum aggregate commitment of $700.0 million. At the Company’s discretion, direct borrowing options under the Credit Agreement include (i) Eurodollar loans with one, two, three, and six month terms, and/or (ii) overnight base rate loans. The Credit Agreement also provides for a sub-limit for loans or letters of credit in both U.S. dollars and certain foreign currencies, with direct foreign subsidiary borrowing capabilities up to 50% of the total commitment amount. The Company may increase the maximum aggregate commitment under the Credit Agreement to $1.0 billion if certain conditions are satisfied, including that the Company is not in default under the Credit Agreement at the time of the increase and that the Company obtains the commitment of the lenders participating in the increase.

 

The Company primarily utilizes its Credit Agreement to fund working capital, general operations, stock repurchases, dividends and other strategic activities, such as the acquisitions described in Note 2. As of June 30, 2015 and December 31, 2014, the Company had borrowings of $115.0 million and $100.0 million, respectively, under its Credit Agreement, and its average daily utilization was $323.5 million and $280.5 million for the six months ended June 30, 2015 and 2014, respectively. After consideration for issued letters of credit under the Credit Agreement, totaling $3.2 million, and current level of availability based on covenant calculations, the Company’s remaining borrowing capacity was approximately $385 million as of June 30, 2015. As of June 30, 2015, the Company was in compliance with all covenants and conditions under its Credit Agreement.

 

From time-to-time, the Company has unsecured, uncommitted lines of credit to support working capital for a few foreign subsidiaries. As of June 30, 2015, no foreign loans were outstanding.

 

**Letters of Credit**

 

As of June 30, 2015, outstanding letters of credit under the Credit Agreement totaled $3.2 million and primarily guaranteed workers’ compensation and other insurance related obligations. As of June 30, 2015, letters of credit and contract performance guarantees issued outside of the Credit Agreement totaled $5.6 million.

 

**Legal Proceedings**

 

From time to time, the Company has been involved in legal actions, both as plaintiff and defendant, which arise in the ordinary course of business. The Company accrues for exposures associated with such legal actions to the extent that losses are deemed both probable and estimable. To the extent specific reserves have not been made for certain legal proceedings, their ultimate outcome, and consequently, an estimate of possible loss, if any, cannot reasonably be determined at this time.

 

Based on currently available information and advice received from counsel, the Company believes that the disposition or ultimate resolution of any current legal proceedings, except as otherwise specifically reserved for in its financial statements, will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.

 

**(11)**       **NONCONTROLLING INTEREST**

 

The following table reconciles equity attributable to noncontrolling interest (in thousands):

 
| ** **                                           | ** ** | **Six Months Ended June 30,** | ** ** |
|------------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                                           | ** ** | **2015**                                          | ** ** | **2014** | ** ** |
| Noncontrolling   interest, January 1            |       | $                                                 | 7,983      |   | $ | 8,081 |   |
| Net   income attributable to noncontrolling interest |       | 1,735                                             |       | 2,074 |   |
| Dividends   distributed to noncontrolling interest   |       | (2,025)                                           |       | (2,025) |   |
| Foreign   currency translation adjustments           |       | (198)                                             |       | 85 |   |
| Equity-based   compensation expense                  |       | 90                                                |       | 13 |   |
| Noncontrolling   interest, June 30              |       | $                                                 | 7,585      |   | $ | 8,228 |   |

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**(12)**       **MANDATORILY REDEEMABLE NONCONTROLLING INTEREST**

 

The Company holds an 80% interest in iKnowtion. In the event iKnowtion meets certain EBITDA targets for calendar year 2015, the purchase and sale agreement requires TeleTech to purchase the remaining 20% interest in iKnowtion in 2016 for an amount equal to a multiple of iKnowtion’s 2015 EBITDA as defined in the purchase and sale agreement. These terms represent a contingent redemption feature which the Company determined is probable of being achieved.

 

The Company has recorded the mandatorily redeemable noncontrolling interest at the redemption value based on the corresponding EBITDA multiples as prescribed in the purchase and sale agreement at the end of each reporting period. At the end of each reporting period the changes in the redemption value are recorded in retained earnings. Since the EBITDA multiples as defined in the purchase and sale agreement are below the current market multiple, the Company has determined that there is no preferential treatment to the noncontrolling interest shareholders resulting in no impact to earnings per share.

 

A rollforward of the mandatorily redeemable noncontrolling interest is included in the table below (in thousands).

 
| ** **                                                                  | ** ** | **Six months ended June 30,** | ** ** |
|-----------------------------------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **                                                                  | ** ** | **2015**                                          | ** ** | **2014** | ** ** |
| Mandatorily   redeemable noncontrolling interest, January 1            |       | $                                                 | 2,814      |   | $ | 2,509 |   |
| Net   income attributable to mandatorily redeemable noncontrolling interest |       | 325                                               |       | 279 |   |
| Dividends   distributed to mandatorily redeemable noncontrolling interest   |       | (632)                                             |       | (1,244) |   |
| Change   in redemption value                                                |       | 903                                               |       | 1,730 |   |
| Mandatorily   redeemable noncontrolling interest, June 30              |       | $                                                 | 3,410      |   | $ | 3,274 |   |

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**(13)**       **ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)**

 

The following table presents changes in the accumulated balance for each component of other comprehensive income (loss), including current period other comprehensive income (loss) and reclassifications out of accumulated other comprehensive income (loss) (in thousands):

 
|                                                                          |   | **Foreign   Currency   Translation   Adjustment** |     | **Derivative   Valuation, Net   of Tax** |   | **Other, Net   of Tax** |   | **Totals** |
|-------------------------------------------------------------------------------|--------|---------------------------------------------------|----------|------------------------------------------|--------|-------------------------|--------|------------|
|                                                                          |   |                                              |     |                                     |   |                    |   |       |
| **Accumulated other comprehensive income (loss) at December 31,   2014** |   | $                                                 | (33,352) |                                     | $      | (18,345)                |   | $          | (577) |   | $ | (52,274) |
|                                                                          |   |                                              |     |                                     |   |                    |   |       |   |   |   |   |
| Other   comprehensive income (loss) before reclassifications                  |   |                                              | (17,147) |                                     |   | (5,410)                 |   |       | (2,815) |   |   | (25,372) |
| Amounts   reclassified from accumulated other comprehensive income (loss)     |   |                                              | -        |                                     |   | 2,441                   |   |       | 454 |   |   | 2,895 |
| Net   current period other comprehensive income (loss)                        |   |                                              | (17,147) |                                     |   | (2,969)                 |   |       | (2,361) |   |   | (22,477) |
|                                                                          |   |                                              |     |                                     |   |                    |   |       |   |   |   |   |
| **Accumulated other comprehensive income (loss) at June 30, 2015**       |   | $                                                 | (50,499) |                                     | $      | (21,314)                |   | $          | (2,938) |   | $ | (74,751) |
|                                                                          |   |                                              |     |                                     |   |                    |   |       |   |   |   |   |
| **Accumulated other comprehensive income (loss) at December 31,   2013** |   | $                                                 | (10,581) |                                     | $      | (8,352)                 |   | $          | (1,653) |   | $ | (20,586) |
|                                                                          |   |                                              |     |                                     |   |                    |   |       |   |   |   |   |
| Other   comprehensive income (loss) before reclassifications                  |   |                                              | 5,202    |                                     |   | 6,297                   |   |       | 33 |   |   | 11,532 |
| Amounts   reclassified from accumulated other comprehensive income (loss)     |   |                                              | -        |                                     |   | 2,174                   |   |       | 523 |   |   | 2,697 |
| Net   current period other comprehensive income (loss)                        |   |                                              | 5,202    |                                     |   | 8,471                   |   |       | 556 |   |   | 14,229 |
|                                                                          |   |                                              |     |                                     |   |                    |   |       |   |   |   |   |
| **Accumulated other comprehensive income (loss) at June 30, 2014**       |   | $                                                 | (5,379)  |                                     | $      | 119                     |   | $          | (1,097) |   | $ | (6,357) |

 

The following table presents the classification and amount of the reclassifications from accumulated other comprehensive income (loss) to the statement of comprehensive income (loss) (in thousands):

 
|                                                         |   | **For the Three Months Ended** |    |                   |
|--------------------------------------------------------------|--------|--------------------------------|---------|------------------------|
|                                                         |   | **June 30, 2015**         |    | **June 30, 2014** |   | **Statement of   Comprehensive Income   (Loss) Classification** |
|                                                         |   |                           |    |                   |   |   |
| **Derivative valuation**                                     |   |                           |    |                   |   |   |
| Gain   (loss) on foreign currency forward exchange contracts |   | $                              | (2,506) |                   | $ | (1,472) |   | Revenue  |
| Loss   on interest rate swaps                                |   | (262)                          |    | (265)                  |   | Interest expense  |
| Tax   effect                                                 |   | 1,467                          |    | 678                    |   | Provision for income taxes  |
|                                                         |   | $                              | (1,301) |                   | $ | (1,059) |   | Net income (loss)  |
|                                                         |   |                           |    |                   |   |   |
| **Other**                                                    |   |                           |    |                   |   |   |
| Actuarial   loss on defined benefit plan                     |   | $                              | (230)   |                   | $ | (280) |   | Cost of services  |
| Tax   effect                                                 |   | 22                             |    | 18                     |   | Provision for income taxes  |
|                                                         |   | $                              | (208)   |                   | $ | (262) |   | Net income (loss)  |

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 
|                                                         |   | **For the Six Months Ended** |    |                   |
|--------------------------------------------------------------|--------|------------------------------|---------|------------------------|
|                                                         |   | **June 30, 2015**       |    | **June 30, 2014** |   | **Statement of   Comprehensive Income   (Loss) Classification** |
|                                                         |   |                         |    |                   |   |   |
| **Derivative valuation**                                     |   |                         |    |                   |   |   |
| Gain   (loss) on foreign currency forward exchange contracts |   | $                            | (4,213) |                   | $ | (3,043) |   | Revenue  |
| Loss   on interest rate swaps                                |   | (519)                        |    | (523)                  |   | Interest expense  |
| Tax   effect                                                 |   | 2,291                        |    | 1,392                  |   | Provision for income taxes  |
|                                                         |   | $                            | (2,441) |                   | $ | (2,174) |   | Net income (loss)  |
|                                                         |   |                         |    |                   |   |   |
| **Other**                                                    |   |                         |    |                   |   |   |
| Actuarial   loss on defined benefit plan                     |   | $                            | (504)   |                   | $ | (556) |   | Cost of services  |
| Tax   effect                                                 |   | 50                           |    | 33                     |   | Provision for income taxes  |
|                                                         |   | $                            | (454)   |                   | $ | (523) |   | Net income (loss)  |

 

**(14)**       **NET INCOME PER SHARE**

 

The following table sets forth the computation of basic and diluted shares for the periods indicated (in thousands):

 
|                                                     |   | **Three months ended June 30,** |   | **Six Months Ended June 30,** |
|----------------------------------------------------------|--------|--------------------------------------|--------|------------------------------------|
|                                                     |   | **2015**                             |   | **2014**                           |   | **2015** |   | **2014** |
| Shares   used in basic earnings per share calculation    |   | 48,325                               |   | 49,351                             |   | 48,347 |   | 49,696 |
| Effect   of dilutive securities:                         |   |                                 |   |                               |   |   |   |   |
| Stock   options                                          |   | 397                                  |   | 425                                |   | 392 |   | 419 |
| Restricted   stock units                                 |   | 321                                  |   | 335                                |   | 358 |   | 421 |
| Performance-based   restricted stock units               |   | 21                                   |   | -                                  |   | 16 |   | - |
| Total   effects of dilutive securities                   |   | 739                                  |   | 760                                |   | 766 |   | 840 |
| Shares   used in dilutive earnings per share calculation |   | 49,064                               |   | 50,111                             |   | 49,113 |   | 50,536 |

 

For the three months ended June 30, 2015 and 2014, options to purchase 0.1 million and 0.1 million shares of common stock, respectively, were outstanding, but not included in the computation of diluted net income per share because the exercise price exceeded the value of the shares and the effect would have been anti—dilutive. For the six months ended June 30, 2015 and 2014, options to purchase 0.1 million and 0.1 million shares of common stock, respectively, were outstanding, but not included in the computation of diluted net income per share because the exercise price exceeded the value of the shares and the effect would have been anti—dilutive. For the three months ended June 30, 2015 and 2014, RSUs of 0.3 million and 0.1 million, respectively, were outstanding, but not included in the computation of diluted net income per share because the effect would have been anti-dilutive. For the six months ended June 30, 2015 and 2014, restricted stock units (“RSUs”) of 0.3 million and 0.1 million, respectively, were outstanding, but not included in the computation of diluted net income per share because the effect would have been anti-dilutive.

 

**(15)**       **EQUITY-BASED COMPENSATION PLANS**

 

All equity—based awards to employees are recognized in the Consolidated Statements of Comprehensive Income (Loss) at the fair value of the award on the grant date. During the three and six months ended June 30, 2015 and 2014, the Company recognized total compensation expense of $2.6 million and $5.3 million and $2.7 million and $5.9 million, respectively. Of the total compensation expense, $0.5 million and $1.1 million was recognized in Cost of services and $2.1 million and $4.2 million was recognized in Selling, general and administrative during the three and six months ended June 30, 2015. During the three and six months ended June 30, 2014, the Company recognized compensation expense of $0.5 million and $1.1 million in Cost of Services and $2.2 million and $4.8 million, in Selling, general and administrative, respectively.

 

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**TELETECH HOLDINGS, INC. AND SUBSIDIARIES**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**(UNAUDITED)**

 

**Restricted Stock Unit Grants**

 

During the six months ended June 30, 2015 and 2014, the Company granted 169,252 and 210,176 RSUs, respectively, to new and existing employees, which vest in equal installments over four or five years. The Company recognized compensation expense related to RSUs of $2.5 million and $5.1 million for the three and six months ended June 30, 2015, respectively. The Company recognized compensation expense related to RSUs of $2.6 million and $5.7 million for the three and six months ended June 30, 2014, respectively. As of June 30, 2015, there was approximately $23.2 million of total unrecognized compensation cost (including the impact of expected forfeitures) related to RSUs granted under the Company’s equity plans.

 

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**CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS**

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“Litigation Reform Act”), relating to our future operations, expected financial condition and prospects, results of operation, and other business matters that are based on our current expectations, assumptions, business strategy, and projections with respect to the future, and are not a guarantee of performance. Forward-looking statements may appear throughout this report, including without limitation, the following sections: Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. When we discuss our strategy, plans, goals, initiatives, or objectives, we are making forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Litigation Reform Act.

 

We caution you not to rely unduly on any forward-looking statements. Actual results may differ materially from what is expressed in the forward-looking statements, and you should review and consider carefully the risks, uncertainties and other factors that affect our business and may cause such differences, as outlined but are not limited to factors discussed in the “Risk Factors” section of our 2014 Annual Report on Form 10-K.

 

The forward-looking statements are based on information available as of the date that this Form 10-Q is filed with the United States Securities and Exchange Commission (“SEC”) and we undertake no obligation to update them, except as may be required by applicable laws. They are based on numerous assumptions and developments that are not within our control. Although we believe these forward-looking statements are reasonable, we cannot assure you they will turn out to be correct.

 

**ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND**

 

**RESULTS OF OPERATIONS**

 

**Executive Summary**

 

TeleTech Holdings, Inc. (“TeleTech”, “the Company”, “we”, “our” or “us”) is a customer engagement management service provider that delivers integrated consulting, technology, growth and customer care solutions on a global scale. Our suite of product and service capabilities allows us to design and deliver enhanced, value-driven customer experiences across numerous communication channels. Our solutions are supported by 40,000 employees delivering services in 24 countries from 64 delivery centers on six continents. Our revenue for the quarter ended June 30, 2015 was $310 million.

 

Since our establishment in 1982, we have helped clients strengthen their customer relationships, brand recognition and loyalty through customer engagement solutions. We deliver thought leadership, technology and innovation that create customer strategies designed to differentiate our clients from their competition; data analytics that personalize interactions and increase customer value; and integration services that connect clients’ customer relationship management (“CRM”) system to a cloud-based collaboration platform, leading to customer interactions that are seamless and relevant.

 

Our services are value-oriented, outcome-based, and delivered on a global scale across all of our business segments: Customer Management Services (“CMS”), Customer Growth Services (“CGS”), Customer Technology Services (“CTS”) and Customer Strategy Services (“CSS”). Our integrated customer experience platform differentiates the Company by combining strategic consulting, data analytics, process optimization, system design and integration, operational excellence, and technology solutions and services.

 

We have developed tailored expertise in the automotive, communications, financial services, government, healthcare, logistics, media and entertainment, retail, technology, travel and transportation industries. We target customer-focused industry leaders in the Global 1000 and serve more than 250 global clients.

 

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To improve our competitive position in a rapidly changing market and stay strategically relevant to our clients, we continue to invest in innovation and growth businesses, diversifying our traditional business process outsourcing services of our CMS segment into higher-value consulting, data analytics, digital marketing and technology-enabled services. Of the $310.2 million in revenue we reported in the current period, approximately 29% or $90.9 million came from the CGS, CTS and CSS segments (our “Emerging Segments”), focused on customer-centric strategy, growth or technology-based services, with the remainder of our revenue coming from the traditional business process outsourcing focused CMS segment.

 

Consistent with our growth and diversification strategy, we continue to invest in technology differentiation, analytics, cloud computing and digital marketing. We also invest in businesses that accelerate our strategy: in 2014, we acquired Sofica Group, a Bulgarian customer management services company which provides our clients with the capabilities of 18 additional languages while contributing to the geographic and time zone diversity of our footprint; and rogenSi, a global leadership, change management and sales consulting company that further diversifies our consulting offerings.

 

Our strong balance sheet, cash flows from operations and access to debt and capital markets have historically provided us the financial flexibility to effectively fund our organic growth, capital expenditures, strategic acquisitions and incremental investments. Additionally, we continue to return capital to our shareholders via an ongoing stock repurchase program. As of June 30, 2015, our cumulative authorized repurchase allowance was $662.3 million, of which we repurchased 42.6 million shares for $637.8 million. For the period from June 30, 2015 through July 31, 2015, we repurchased no additional shares. The stock repurchase program does not have an expiration date.

 

On February 24, 2015, our Board of Directors adopted a dividend policy, with the intent to distribute a periodic cash dividend to stockholders of our common stock, after consideration of, among other things, TeleTech’s performance, cash flows, capital needs and liquidity factors. Given our cash flow generation and balance sheet strength, we believe cash dividends and early returns to shareholders through share repurchases, in balance with our investments in innovation and strategic acquisitions, align shareholder interests with the needs of the Company. The initial dividend of $0.18 per common share was paid on March 16, 2015 to shareholders of record as of March 6, 2015.

 

**Our Integrated Service Offerings and Business Segments**

 

We operate our business utilizing four operating and reportable segments, which provide an integrated set of services offering through design, technology enablement, management and growth:

 

*Customer Strategy Services*

 

We typically begin by engaging our clients at a strategic level. Through our strategy, change management and analytics-driven consulting expertise, we help our clients design, build and execute their customer engagement strategies. We help our clients to better understand and predict their customers’ behaviors and preferences along with their current and future economic value. Using proprietary analytic models, we provide the insight clients need to build the business case for customer centricity, to better optimize their marketing spend and then work alongside them to help implement our recommendations. A key component of this segment involves instilling a high performance culture through management and leadership alignment and process optimization.

 

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*Customer Technology Services*

 

Once the design of the customer engagement is completed, our ability to architect, deploy and host or manage the client’s customer management environment becomes a key enabler to achieving and sustaining the client’s customer engagement vision. Given the proliferation of mobile communication technologies and devices, we enable our clients’ operations to interact with their customers across the growing array of channels including email, social networks, mobile, web, SMS text, voice and chat. We design, implement and manage cloud, on-premise or hybrid customer management environments to deliver a consistent and superior experience across all touch points on a global scale that we believe result in higher quality, lower costs and reduced risk for our clients. Through our proprietary HumanifyTM technology, we also provide data-driven context aware SaaS-based solutions that link customers seamlessly and directly to appropriate resources, any time and across any channel.

 

*Customer Management Services*

 

We design and manage clients’ front-to-back office processes to deliver just-in-time, personalized, multi-channel interactions. Our front-office solutions seamlessly integrate voice, chat, email, e-commerce and social media to optimize the customer experience for our clients. In addition, we manage certain client back-office processes to enhance their customer-centric view of relationships and maximize operating efficiencies. Our delivery of integrated business processes via our onshore, offshore or work-from-home associates reduces operating costs and allows customer needs to be met more quickly and efficiently, resulting in higher satisfaction, brand loyalty and a stronger competitive position for our clients.

 

*Customer Growth Services*

 

We offer integrated sales and marketing solutions to help our clients boost revenue in new, fragmented or underpenetrated business-to-consumer or business-to-business markets. We deliver approximately $1 billion in client revenue annually via the acquisition, growth and retention of customers through a combination of our highly trained, client-dedicated sales professionals and our proprietary Revana Analytic Multichannel PlatformTM. This platform continuously aggregates individual customer information across all channels into one holistic view so as to ensure more relevant and personalized communications. As a result of our acquisition of the digital agency Web Metro, we have developed an integrated marketing-to-sales platform that links online searches to live sales through a closed loop, multichannel interface. This platform uses proprietary tools and methodology to capture and use more than 400 marketing and sales data points to engage with customers in relevant conversations.

 

Based on our clients’ requirements, we provide our services on an integrated cross-business segment and on a discrete basis.

 

We are currently providing services to clients in the following verticals for each segment:

 
| **Operating Segments and Industry Verticals** |
|-----------------------------------------------|
| **CMS**                                       |   | **CGS** |   | **CTS** |   | **CSS** |
|                                          |   |   |   |   |   |   |
| Automotive                                    |   | Automotive |   | Communication |   | Automotive |
| Communication                                 |   | Communication |   | Financial Services |   | Communication |
| Financial Services                            |   | Financial Services |   | Government |   | Financial Services |
| Government                                    |   | Healthcare |   | Healthcare |   | Healthcare |
| Healthcare                                    |   | Logistics |   | Media and Entertainment |   | Media and Entertainment |
| Media and Entertainment                       |   | Media and Entertainment |   | Retail |   | Technology |
| Retail                                        |   | Technology |   | Technology |   |   |
| Travel and Transportation                     |   |   |   |   |   |   |
| Technology                                    |   |   |   |   |   |   |

 

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In the second quarter of 2015, our revenue increased 5.0% to $310.2 million over the same period in 2014 despite a decrease of 5.8% or $17.3 million due to foreign currency fluctuations, primarily the Australian dollar and the Brazilian Real. Revenue, adjusted for the $17.3 million decrease related to foreign exchange, increased by $32.0 million, or 10.8%, over the prior year. This increase in revenue is comprised of growth in all four segments.

 

Our second quarter 2015 income from operations increased 13.0% to $23.4 million or 7.5% of revenue, from $20.7 million or 7.0% of revenue in the second quarter of 2014. This increase is due to organic revenue growth and income from the recent acquisitions. These were partially offset by $0.5 million additional amortization of intangibles related to the acquisitions, investments in sales, research and development and the adverse impact of foreign currency fluctuations. Income from operations in the second quarter of 2015 and 2014 included $0.2 million and $0.6 million of restructuring charges and asset impairments, respectively.

 

Our offshore delivery centers serve clients based in the U.S. and in other countries and spans five countries with 20,150 workstations and representing 62% of our global delivery capability. Revenue for our CMS and CGS segments that is provided in these offshore locations was $112 million and represented 44% of our revenue for the second quarter of 2015, as compared to $112 million and 45% of our revenue for 2014.

 

Our cash flow from operations and available credit allowed us to finance a significant portion of our capital needs and stock repurchases through internally generated cash flows. At June 30, 2015, we had $93.8 million of cash and cash equivalents, total debt of $124.5 million, and a total debt to total capitalization ratio of 21.5%.

 

We internally target capacity utilization in our delivery centers at 80% to 90% of our available workstations. As of June 30, 2015, the overall capacity utilization in our multi-client centers was 75%. The table below presents workstation data for our multi-client centers as of June 30, 2015 and 2014. Dedicated and Managed Centers (5,826 and 5,126 workstations, at June 30, 2015 and 2014, respectively) are excluded from the workstation data as unused workstations in these facilities are not available for sale. Our utilization percentage is defined as the total number of utilized production workstations compared to the total number of available production workstations. We may change the designation of shared or dedicated centers based on the normal changes in our business environment and client needs.

 
|                         |   | June 30, 2015                |   | June 30, 2014 |
|------------------------------|--------|-----------------------------------|--------|--------------------|
|                         |   |                              |   |               |
|                         |   | Total   Production   Workstations |   | In Use             |   | % In Use |   | Total   Production   Workstations |   | In Use |   | % In Use |
|                         |   |                              |   |               |   |   |   |   |   |   |   |   |
| Multi-client   centers       |   |                              |   |               |   |   |   |   |   |   |   |   |
| Sites   open <1 year      |   | 1,425                             |   | 707                |   | 50% |   | 2,314 |   | 1,679 |   | 73% |
| Sites   open >1 year      |   | 25,151                            |   | 19,197             |   | 76% |   | 21,575 |   | 17,678 |   | 82% |
| Total   multi-client centers |   | 26,576                            |   | 19,904             |   | 75% |   | 23,889 |   | 19,357 |   | 81% |

 

The reduction in utilization in the second quarter of 2015 compared to the second quarter of 2014 is due to the build out of a new supersite for one of our largest clients and the impact of higher seasonal volumes in the fourth and first quarters versus the second and third quarters. The transition of the supersite will be complete by year-end.

 

We continue to see demand from all geographic regions to utilize our offshore delivery capabilities and expect this trend to continue with our clients. In light of this trend, we plan to continue to selectively retain and grow capacity and expand into new offshore markets. As we grow our offshore delivery capabilities and our exposure to foreign currency fluctuations increases, we continue to actively manage this risk via a multi-currency hedging program designed to minimize operating margin volatility.

 

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**Recently Issued Accounting Pronouncements**

 

Refer to Part I, Item I, Financial Statements, Note 1 to the Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.

 

**Critical Accounting Policies and Estimates**

 

Management’s Discussion and Analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. We regularly review our estimates and assumptions. These estimates and assumptions, which are based upon historical experience and on various other factors believed to be reasonable under the circumstances, form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Reported amounts and disclosures may have been different had management used different estimates and assumptions or if different conditions had occurred in the periods presented. For further information, please refer to the discussion of all critical accounting policies in Note 1 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014.

 

**Results of Operations**

 

**Three months ended June 30, 2015 compared to three months ended June 30, 2014**

 

The tables included in the following sections are presented to facilitate an understanding of Management’s Discussion and Analysis of Financial Condition and Results of Operations and present certain information by segment for the three months ended June 30, 2015 and 2014 (amounts in thousands). All inter—company transactions between the reported segments for the periods presented have been eliminated.

 

*Customer Management Services*

 
|               |   | **Three Months Ended June 30,** |    |      |   |              |   |
|--------------------|--------|--------------------------------------|---------|-----------|--------|-------------------|--------|
|               |   | **2015**                             |    | **2014**  |   | **$ Change** |   | **% Change** |   |
| Revenue            |   | $                                    | 219,316 |      | $      | 218,683           |   | $ | 633 |   | 0.3 % |   |
| Operating   Income |   | 13,324                               |    | 16,493    |   | (3,169)           |   | (19.2)% |   |
| Operating   Margin |   | 6.1                                  | %       | 7.5  | %      |              |   |   |   |
|                    |        |                                      |         |           |        |                   |        |  |  |  |  |  |

 

The increase in revenue for the Customer Management Services segment was attributable to a $21.8 million net increase in client programs and acquisitions offset by program completions of $6.5 million. Revenue was further impacted by a $14.7 million reduction due to foreign currency fluctuations, primarily the Australian dollar and the Brazilian Real.

 

The operating income as a percentage of revenue decreased to 6.1% in the second quarter of 2015 as compared to 7.5% in the prior period. The operating margin decrease is the result of a number of growth related investments in CMS including the build out of a supersite for one of our largest clients and increased spend in sales, marketing and research and development. Additionally the operating income was adversely impacted by higher seasonal volumes in the fourth quarter of 2014 and first quarter of 2015 which naturally decline in the second and third quarters. As with revenue, operating income was negatively impacted by foreign currency fluctuations. Included in the operating income was amortization related to acquired intangibles of $0.2 million and $0.2 million for the quarters ended June 30, 2015 and 2014, respectively.

 

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*Customer Growth Services*

 
|               |   | **Three Months Ended June 30,** |   |     |   |              |
|--------------------|--------|--------------------------------------|--------|----------|--------|-------------------|
|               |   | **2015**                             |   | **2014** |   | **$ Change** |   | **% Change** |
| Revenue            |   | $                                    | 30,570 |     | $      | 28,875            |   | $ | 1,695 |   | 5.9% |
| Operating   Income |   | 2,122                                |   | 1,831    |   | 291               |   | 15.9% |
| Operating   Margin |   | 6.9                                  | %      | 6.3      | %      |              |   |   |
|                    |        |                                      |        |          |        |                   |  |  |  |  |  |

 

The increase in revenue for the Customer Growth Services segment was due to a $5.1 million increase in client programs offset by program completions of $2.1 million, and a $1.3 million reduction due to foreign currency fluctuations.

 

The operating income as a percentage of revenue increased to 6.9% in the second quarter of 2015 as compared to 6.3% in the prior period. This increase was primarily driven by ramp of new programs that began in late 2014 offset by decreases due to foreign currency fluctuations. Included in the operating income was amortization related to acquired intangibles of $0.7 million and $0.7 million for the quarters ended June 30, 2015 and 2014, respectively.

 

*Customer Technology Services*

 
|               |   | **Three Months Ended June 30,** |   |     |   |              |
|--------------------|--------|--------------------------------------|--------|----------|--------|-------------------|
|               |   | **2015**                             |   | **2014** |   | **$ Change** |   | **% Change** |
| Revenue            |   | $                                    | 38,087 |     | $      | 35,737            |   | $ | 2,350 |   | 6.6 % |
| Operating   Income |   | 3,250                                |   | 1,616    |   | 1,634             |   | 101.1 % |
| Operating   Margin |   | 8.5                                  | %      | 4.5      | %      |              |   |   |
|                    |        |                                      |        |          |        |                   |  |  |  |  |  |

 

The increase in revenue for the Customer Technology Services segment was related to increases in the Cisco product offerings.

 

The operating income as a percentage of revenue increased to 8.5% in the second quarter of 2015 as compared to 4.5% in the prior period. The improvement in operating income margin is attributable to increased revenue in combination with lower selling, general and administrative expenses and an improving depreciation expense to revenue ratio in our cloud business. Included in the operating income was amortization related to acquired intangibles of $1.0 million and $1.1 million for the quarters ended June 30, 2015 and 2014, respectively.

 

*Customer Strategy Services*

 
|               |   | **Three Months Ended June 30,** |   |     |   |              |
|--------------------|--------|--------------------------------------|--------|----------|--------|-------------------|
|               |   | **2015**                             |   | **2014** |   | **$ Change** |   | **% Change** |
| Revenue            |   | $                                    | 22,250 |     | $      | 12,195            |   | $ | 10,055 |   | 82.5% |
| Operating   Income |   | 4,656                                |   | 727      |   | 3,929             |   | 540.4% |
| Operating   Margin |   | 20.9                                 | %      | 6.0      | %      |              |   |   |
|                    |        |                                      |        |          |        |                   |  |  |  |  |  |

 

The increase in revenue for the Customer Strategy Services segment was primarily related to the acquisition of rogenSi in August 2014, as well as organic growth across several of our geographies and practices including our analytics and operations and technology practices offset by a $1.1 million reduction due to foreign exchange fluctuations.

 

The operating income as a percentage of revenue increased to 20.9% in the second quarter of 2015 as compared to 6.0% in the prior period. The operating income increase was related to organic revenue growth of our operations and technology practice and the acquisition of rogenSi. Included in the operating income was amortization expense of $0.9 million and $0.4 million for the quarters ended June 30, 2015 and 2014, respectively.

 

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*Interest Income (Expense)*

 

For the three months ended June 30, 2015 interest income decreased slightly to $0.4 million from $0.5 million in the same period in 2014. Interest expense decreased to $1.7 million during 2015 from $1.9 million during 2014.

 

*Other Income (Expense), Net*

 

Included in the three months ended June 30, 2015 was a $0.5 million benefit related to a fair value adjustment of the contingent consideration for one of our acquisitions (see Part 1, Item 1. Financial Statements, Note 7 the Consolidated Financial Statements for further details).

 

Included in the three months ended June 30, 2014 was a $4.0 million benefit related to a fair value adjustment of the contingent consideration for one of our acquisitions (see Part 1, Item 1. Financial Statements, Note 7 the Consolidated Financial Statements for further details).

 

*Income Taxes*

 

The effective tax rate for the three months ended June 30, 2015 was 33.6%. This compares to an effective tax rate of 23.0% for the comparable period of 2014. The effective tax rate for the three months ended June 30, 2015 was influenced by earnings in international jurisdictions currently under an income tax holiday and the distribution of income between the U.S. and international tax jurisdictions. Without $0.2 million of expense related to changes in the valuation allowance, $1.5 million of expenses related to a reserve for uncertain tax positions, and $0.4 million of expense related to return to provision adjustments, the Company’s effective tax rate for the second quarter would have been 24.7%.

 

**Results of Operations**

 

**Six months ended June 30, 2015 compared to six months ended June 30, 2014**

 

The tables included in the following sections are presented to facilitate an understanding of Management’s Discussion and Analysis of Financial Condition and Results of Operations and present certain information by segment for the six months ended June 30, 2015 and 2014 (in thousands). All inter—company transactions between the reported segments for the periods presented have been eliminated.

 

*Customer Management Services*

 
|               |   | **Six Months Ended June 30,** |    |     |   |              |
|--------------------|--------|------------------------------------|---------|----------|--------|-------------------|
|               |   | **2015**                           |    | **2014** |   | **$ Change** |   | **% Change** |
| Revenue            |   | $                                  | 462,325 |     | $      | 446,607           |   | $ | 15,718 |   | 3.5% |
| Operating   Income |   | 35,026                             |    | 37,316   |   | (2,290)           |   | (6.1)% |
| Operating   Margin |   | 7.6                                | %       | 8.4      | %      |              |   |   |
|                    |        |                                    |         |          |        |                   |  |  |  |  |  |

 

The increase in revenue for the Customer Management Services segment was attributable to a $50.9 million net increase in client programs and acquisitions offset by program completions of $12.6 million. Revenue was further impacted by a $22.6 million reduction due to foreign currency fluctuations, primarily the Australian dollar and the Brazilian Real.

 

The operating income as a percentage of revenue decreased to 7.6% in the six months ended June 30, 2015 as compared to 8.4% in the prior period. The operating margin decrease is the result of a number of growth related investments in CMS including the build out of a supersite for one of our largest clients and increased spend in sales, marketing and research and development. Additionally the operating income was adversely impacted by higher seasonal volumes in the fourth quarter of 2014 and first quarter of 2015 which naturally decline in the second and third quarters. As with revenue, operating income was negatively impacted by foreign currency fluctuations. Included in the operating income was amortization related to acquired intangibles of $0.5 million and $0.3 million for the six months ended June 30, 2015 and 2014, respectively.

 

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*Customer Growth Services*

 
|               |   | **Six Months Ended June 30,** |         |        |   |              |
|--------------------|--------|------------------------------------|--------------|-------------|--------|-------------------|
|               |   | **2015**                           |         | **2014**    |   | **$ Change** |   | **% Change** |
| Revenue            |   | $                                  | 56,526  |        | $      | 57,780       |   | $ | (1,254) |   | (2.2 | )% |
| Operating   Income |   | 2,148                         |         | 3,601  |   | (1,453)           |   | (40.3 | )% |
| Operating   Margin |   | 3.8                           | %            | 6.2    | %      |              |   |   |   |
|                    |        |                                    |              |             |        |                   |  |  |  |  |  |  |

 

The decrease in revenue for the Customer Growth Services segment was due to a $5.6 million increase in client programs offset by program completions of $4.7 million, and a $2.2 million reduction due to foreign currency fluctuations.

 

The operating income as a percentage of revenue decreased to 3.8% in the June 30, 2015 as compared to 6.2% in the prior period. This decrease was primarily driven by the completion of established programs and the ramp of new programs that began in late 2014 and decreases due to foreign currency fluctuations. Included in the operating income was amortization related to acquired intangibles of $1.3 million and $1.3 million for the six months ended June 30, 2015 and 2014, respectively.

 

*Customer Technology Services*

 
|               |   | **Six Months Ended June 30,** |         |        |   |              |   |
|--------------------|--------|------------------------------------|--------------|-------------|--------|-------------------|--------|
|               |   | **2015**                           |         | **2014**    |   | **$ Change** |   | **% Change** |   |
| Revenue            |   | $                                  | 73,801  |        | $      | 68,513       |   | $ | 5,288  |   | 7.7 |  % |
| Operating   Income |   | 5,259                         |         | 1,927  |   | 3,332        |   | 172.9 |  % |
| Operating   Margin |   | 7.1                           | %            | 2.8    | %      |              |   |   |   |
|                    |        |                                    |              |             |        |                   |        |  |  |  |  |  |

 

The increase in revenue for the Customer Technology Services segment was related to increases in both the Cisco and Avaya product offerings.

 

The operating income as a percentage of revenue increased to 7.1% in the six months ended June 30, 2015 as compared to 2.8% in the prior period. The improvement in operating income margin is attributable to increased revenue in combination with lower selling, general and administrative expenses and an improving depreciation expense to revenue ratio in our cloud business. Included in the operating income was amortization related to acquired intangibles of $2.0 million and $2.3 million for the six months ended June 30, 2015 and 2014, respectively.

 

*Customer Strategy Services*

 
|             |   | **Six Months Ended June 30,** | ** **   | ** **  | ** ** | ** **        |
|------------------|--------|---------------------------------------------------|--------------|-------------|------------|-------------------|
|             |   | **2015**                                          | ** **   | **2014**    | ** ** | **$ Change** | ** ** | **% Change** |
| Revenue          |   | $                                                 | 43,092  |        | $          | 24,811       |   | $ | 18,281  |   | 73.7  | % |
| Operating Income |   | 7,047                                        |         | 2,180  |       | 4,867        |   | 223.3  | % |
| Operating Margin |   | 16.4                                         | %            | 8.8 %  |       |              |   |   |   |
|                  |        |                                                   |              |             |            |                   |  |  |  |  |  |  |

 

The increase in revenue for the Customer Strategy Services segment was primarily related to the acquisition of rogenSi in August 2014, as well as organic growth across several of our geographies and practices including our analytics and operations and technology practices offset by a $1.8 million reduction due to foreign exchange fluctuations.

 

The operating income as a percentage of revenue increased at 16.4% in the six months ended June 30, 2015 as compared to 8.8% in the prior period. The operating margin increase related to the organic revenue growth of our operations and technology practice and the acquisition of rogenSi. Included in the operating income was amortization expense of $1.6 million and $0.7 million for the six months ended June 30, 2015 and 2014, respectively.

 

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*Interest Income (Expense)*

 

For the six months ended June 30, 2015 interest income decreased to $0.7 million from $1.0 million in the same period in 2014. Interest expense decreased to $3.4 million during 2015 from $3.6 million in 2014.

 

*Other Income (Expense), Net*

 

Included in the six months ended June 30, 2015 was a $0.5 million benefit related to a fair value adjustment of the contingent consideration for one of our acquisitions (see Part 1, Item 1. Financial Statements, Note 7 to the Consolidated Financial Statements for further details).

 

Included in the six months ended June 30, 2014 was a $4.0 million benefit related to a fair value adjustment of the contingent consideration for one of our acquisitions (see Part 1, Item 1. Financial Statements, Note 7 to the Consolidated Financial Statements for further details).

 

*Income Taxes*

 

The effective tax rate for the six months ended June 30, 2015 was 25.6%. This compares to an effective tax rate of 17.4% for the comparable period of 2014. The effective tax rate for the six months ended June 30, 2015 was influenced by earnings in international jurisdictions currently under an income tax holiday and the distribution of income between the U.S. and international tax jurisdictions. Without $1.5 million of expense related to a reserve for uncertain tax positions, a $0.4 million benefit related to restructuring charges, and $0.6 million of expense related to return to provision, and $0.6 million of benefit related to other discrete items recognized during the quarter, the Company’s effective tax rate for the six months would have been 22.7%.

 

**Liquidity and Capital Resources**

 

Our principal sources of liquidity are our cash generated from operations, our cash and cash equivalents, and borrowings under our Credit Agreement, dated June 3, 2013 (the “Credit Agreement”). During the quarter ended June 30, 2015, we generated positive operating cash flows of $85.5 million. We believe that our cash generated from operations, existing cash and cash equivalents, and available credit will be sufficient to meet expected operating and capital expenditure requirements for the next 12 months.

 

We manage a centralized global treasury function in the United States with a focus on concentrating and safeguarding our global cash and cash equivalents. While the majority of our cash is held outside the U.S., we prefer to hold U.S. Dollars in addition to the local currencies of our foreign subsidiaries. We expect to use our offshore cash to support working capital and growth of our foreign operations. While there are no assurances, we believe our global cash is protected given our cash management practices, banking partners and utilization of diversified, high quality investments.

 

We have global operations that expose us to foreign currency exchange rate fluctuations that may positively or negatively impact our liquidity. We are also exposed to higher interest rates associated with our variable rate debt. To mitigate these risks, we enter into foreign exchange forward and option contracts and interest rate swaps through our cash flow hedging program. Please refer to Item 3. Quantitative and Qualitative Disclosures About Market Risk, Foreign Currency Risk, for further discussion.

 

The following discussion highlights our cash flow activities during the six months ended June 30, 2015 and 2014.

 

*Cash and Cash Equivalents*

 

We consider all liquid investments purchased within 90 days of their original maturity to be cash equivalents. Our cash and cash equivalents totaled $93.8 million and $77.3 million as of June 30, 2015 and December 31, 2014, respectively. We diversify the holdings of such cash and cash equivalents considering the financial condition and stability of the counterparty institutions.

 

We reinvest our cash flows to grow our client base, expand our infrastructure, for investment in research and development, for strategic acquisitions and the purchase of our outstanding stock.

 

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*Cash Flows from Operating Activities*

 

For the six months ended June 30, 2015 and 2014, net cash flows provided by operating activities was $85.5 million and $31.6 million, respectively. The increase was primarily due to an $18.4 million increase in cash collected from accounts receivable and a $36.2 million decrease in payments made for operating expenses.

 

*Cash Flows from Investing Activities*

 

For the six months ended June 30, 2015 and 2014, we reported net cash flows used in investing activities of $40.2 million and $43.1 million, respectively. The decrease was due to a decreased spending on acquisitions of $7.0 million along with a $5.0 million decrease in capital expenditures offset by a $9.0 million investment made during the first three months of 2015.

 

*Cash Flows from Financing Activities*

 

For the six months ended June 30, 2015 and 2014, we reported net cash flows used in financing activities of $21.4 million and $51.1 million, respectively. The change in net cash flows from 2014 to 2015 was primarily due to a $15.0 million increase in net borrowings from our line of credit, a $24.8 million decrease in purchases of our outstanding common stock offset by $8.7 million of dividends paid during the first three months of 2015.

 

*Free Cash Flow*

 

Free cash flow (see “Presentation of Non—GAAP Measurements” below for the definition of free cash flow) increased for the six months ended June 30, 2015 compared to the six months ended June 30, 2014 due to the increase in cash flows provided by operating activities and by a decrease in capital expenditures. Free cash flow was $56.0 million and $(2.9) million for the six months ended June 30, 2015 and 2014, respectively.

 

**Presentation of Non—GAAP Measurements**

 

*Free Cash Flow*

 

Free cash flow is a non-GAAP liquidity measurement. We believe that free cash flow is useful to our investors because it measures, during a given period, the amount of cash generated that is available for debt obligations and investments other than purchases of property, plant and equipment. Free cash flow is not a measure determined by GAAP and should not be considered a substitute for “income from operations,” “net income,” “net cash provided by operating activities,” or any other measure determined in accordance with GAAP. We believe this non-GAAP liquidity measure is useful, in addition to the most directly comparable GAAP measure of “net cash provided by operating activities,” because free cash flow includes investments in operational assets. Free cash flow does not represent residual cash available for discretionary expenditures, since it includes cash required for debt service. Free cash flow also includes cash that may be necessary for acquisitions, investments and other needs that may arise.

 

The following table reconciles net cash provided by operating activities to free cash flow for our consolidated results (in thousands):

 
|                                               |   | Three Months Ended   June 30, |   | Six Months Ended   June 30, |
|----------------------------------------------------|--------|------------------------------------|--------|----------------------------------|
|                                               |   | 2015                               |   | 2014                             |   | 2015 |   | 2014 |   |
|                                               |   |                               |   |                             |   |   |   |   |   |   |   |   |   |
| Net   cash provided by operating activities        |   |   $                      | 81,693 |                             |   $ | 18,093 |   |   $ | 85,513 |   |   $ | 31,630 |   |
| Less: Purchases of property, plant   and equipment |   | 16,467                             |   | 19,388                           |   | 29,505 |   | 34,483 |   |
|                                               |   |                               |   |                             |   |   |   |   |   |
| Free   cash flow                                   |   |   $                      | 65,226 |                             |   $ | (1,295) |   |   $ | 56,008 |   |   $ | (2,853 | ) |

 

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**Obligations and Future Capital Requirements**

 

Future maturities of our outstanding debt and contractual obligations as of June 30, 2015 are summarized as follows (in thousands):

 
|                             |   | Less than 1   Year |         | 1 to 3   Years |   | 3 to 5   Years |   | Over 5   Years |          | Total   |   |
|----------------------------------|--------|------------------------------|--------------|--------------------------|--------|--------------------------|--------|---------------------|---------------|---------|--------|
|                             |   |                         |         |                     |   |                     |   |                |          |    |   |
| Credit Facility(1)               |   | $                            | 2,675   |                     | $      | 4,321               |   | $                   | 115,000  |    | $      | -  |   | $ | 121,996 |   |
|                             |   |                         |         |                     |   |                     |   |                |          |    |   |
| Equipment financing arrangements |   | -                       |         | -                   |   | -                   |   | -              |          | -       |   |
|                             |   |                         |         |                     |   |                     |   |                |          |    |   |
| Contingent consideration         |   | 8,603                   |         | 4,008               |   | -                   |   | -              |          | 12,611  |   |
|                             |   |                         |         |                     |   |                     |   |                |          |    |   |
| Purchase obligations             |   | 16,335                  |         | 22,041              |   | -                   |   | -              |          | 38,376  |   |
|                             |   |                         |         |                     |   |                     |   |                |          |    |   |
| Operating lease commitments      |   | 24,869                  |         | 63,334              |   | 28,834              |   | 1,899          |          | 118,936 |   |
|                             |   |                         |         |                     |   |                     |   |                |          |    |   |
| Other debt                       |   | 3,476                   |         | 4,205               |   | 1,567               |   | -              |          | 9,248   |   |
|                             |   |                         |         |                     |   |                     |   |                |          |    |   |
| Total                            |   | $                            | 55,958  |                     | $      | 97,909              |   | $                   | 145,401  |    | $      | 1,899  |   | $ | 301,167 |   |

 

(1)                Includes estimated interest payments based on the weighted-average interest rate, unused commitment fees, current interest rate swap arrangements, and outstanding debt as of June 30, 2015.

 
| · | 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 our liabilities of $3.5 million related   to uncertain tax positions because we cannot reliably estimate the timing of   cash payments.                                                           |

 

Our outstanding debt is primarily associated with the use of funds under our Credit Agreement to fund working capital, repurchase our common stock, dividends, and other cash flow needs across our global operations.

 

*Future Capital Requirements*

 

We expect total capital expenditures in 2015 to be within the range of $70 to $80 million. Approximately 70% of these expected capital expenditures are to support growth in our business and 30% relates to the maintenance for existing assets. The anticipated level of 2015 capital expenditures is primarily driven by new client contracts and the corresponding requirements for additional delivery center capacity as well as enhancements to our technological infrastructure.

 

The amount of capital required over the next 12 months will depend on our levels of investment in infrastructure necessary to maintain, upgrade or replace existing assets. Our working capital and capital expenditure requirements could also increase materially in the event of acquisitions or joint ventures, among other factors. These factors could require that we raise additional capital through future debt or equity financing. We can provide no assurance that we will be able to raise additional capital upon commercially reasonable terms acceptable to us.

 

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**Client Concentration**

 

During the six months ended June 30, 2015, one of our clients represented 10.9% of our total revenue. Our five largest clients accounted for 36.3% and 38.4% of our consolidated revenue for the three months ended June 30, 2015 and 2014, respectively. Our five largest clients accounted for 36.3% and 37.9% of our consolidated revenue for the six months ended June 30, 2015 and 2014, respectively. We have experienced long-term relationships with our top five clients, ranging from two to 19 years, with the majority of these clients having completed multiple contract renewals with us. The relative contribution of any single client to consolidated earnings is not always proportional to the relative revenue contribution on a consolidated basis and varies greatly based upon specific contract terms. In addition, clients may adjust business volumes served by us based on their business requirements. We believe the risk of this concentration is mitigated, in part, by the long—term contracts we have with our largest clients. Although certain client contracts may be terminated for convenience by either party, we believe this risk is mitigated, in part, by the service level disruptions and transition/migration costs that would arise for our clients.

 

The contracts with our five largest clients expire between 2016 and 2017. Several contracts expiring in 2016 are currently under renewal negotiations or are subject to evergreen provisions, pursuant to which the contract renews automatically unless notice is provided to the contrary. Additionally, a particular client may have multiple contracts with different expiration dates. We have historically renewed most of our contracts with our largest clients. However, there is no assurance that future contracts will be renewed, or if renewed, will be on terms as favorable as the existing contracts.

 

**ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

 

Market risk represents the risk of loss that may impact our consolidated financial position, consolidated results of operations, or consolidated cash flows due to adverse changes in financial and commodity market prices and rates. Market risk also includes credit and non-performance risk by counterparties to our various financial instruments. We are exposed to market risk due to changes in interest rates and foreign currency exchange rates (as measured against the U.S. dollar); as well as credit risk associated with potential non-performance of our counterparty banks. These exposures are directly related to our normal operating and funding activities. We enter into derivative instruments to manage and reduce the impact of currency exchange rate changes, primarily between the U.S. dollar/Canadian dollar, the U.S. dollar/Philippine peso, the U.S. dollar/Mexican peso, and the Australian dollar/Philippine peso. We enter into interest rate derivative instruments to reduce our exposure to interest rate fluctuations associated with our variable rate debt. To mitigate against credit and non-performance risk, it is our policy to only enter into derivative contracts and other financial instruments with investment grade counterparty financial institutions and, correspondingly, our derivative valuations reflect the creditworthiness of our counterparties. As of the date of this report, we have not experienced, nor do we anticipate, any issues related to derivative counterparty defaults.

 

**Interest Rate Risk**

 

We entered into interest rate derivative instruments to reduce our exposure to interest rate fluctuations associated with our variable rate debt. The interest rate on our Credit Agreement is variable based upon the Prime Rate and LIBOR and, therefore, is affected by changes in market interest rates. As of June 30, 2015, we had $115.0 million of outstanding borrowings under the Credit Agreement. Based upon average outstanding borrowings during the three and six months ended June 30, 2015, interest accrued at a rate of approximately 1.2% and 1.2% per annum, respectively. If the Prime Rate or LIBOR increased by 100 basis points during the quarter, there would not have been a material impact to our consolidated financial position or results of operations.

 

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The Company’s interest rate swap arrangements as of June 30, 2015 and December 31, 2014 were as follows:

 
|                         |   | **Notional   Amount** |       | **Variable Rate   Received** |            | **Fixed Rate   Paid** |   | **Contract   Commencement   Date** |   | **Contract   Maturity   Date** |
|------------------------------|--------|-----------------------|------------|------------------------------|-----------------|-----------------------|--------|------------------------------------|--------|--------------------------------|
| As of   June 30, 2015   |   | $                     | 25 million |                         | 1 - month LIBOR |                  | 2.55   | %                        |   | April 2012                |   | April 2016 |
|                         |   |                  |       |                         |            |                  |   |                               |   |                           |   |   |
| and   December 31, 2014 |   |                  | 15 million |                         | 1 - month LIBOR |                  | 3.14   | %                        |   | May 2012                  |   | May 2017 |
|                         |   | $                     | 40 million |                         |            |                  |   |                               |   |                           |   |   |

 

**Foreign Currency Risk**

 

Our subsidiaries in Bulgaria, Canada, Costa Rica, Mexico, and the Philippines use the local currency as their functional currency for paying labor and other operating costs. Conversely, revenue for these foreign subsidiaries is derived principally from client contracts that are invoiced and collected in U.S. dollars or other foreign currencies. As a result, we may experience foreign currency gains or losses, which may positively or negatively affect our results of operations attributed to these subsidiaries. For the six months ended June 30, 2015 and 2014, revenue associated with this foreign exchange risk was 30% and 33% of our consolidated revenue, respectively.

 

In order to mitigate the risk of these non-functional foreign currencies weakening against the functional currencies of the servicing subsidiaries, which thereby decreases the economic benefit of performing work in these countries, we may hedge a portion, though not 100%, of the projected foreign currency exposure related to client programs served from these foreign countries through our cash flow hedging program. While our hedging strategy can protect us from adverse changes in foreign currency rates in the short term, an overall weakening of the non-functional foreign currencies would adversely impact margins in the segments of the servicing subsidiary over the long term.

 

*Cash Flow Hedging Program*

 

To reduce our exposure to foreign currency exchange rate fluctuations associated with forecasted revenue in non-functional currencies, we purchase forward and/or option contracts to acquire the functional currency of the foreign subsidiary at a fixed exchange rate at specific dates in the future. We have designated and account for these derivative instruments as cash flow hedges for forecasted revenue in non-functional currencies.

 

While we have implemented certain strategies to mitigate risks related to the impact of fluctuations in currency exchange rates, we cannot ensure that we will not recognize gains or losses from international transactions, as this is part of transacting business in an international environment. Not every exposure is or can be hedged and, where hedges are put in place based on expected foreign exchange exposure, they are based on forecasts for which actual results may differ from the original estimate. Failure to successfully hedge or anticipate currency risks properly could adversely affect our consolidated operating results.

 

Our cash flow hedging instruments as of June 30, 2015 and December 31, 2014 are summarized as follows (amounts in thousands). All hedging instruments are forward contracts, except as noted.

 
| **As of June 30, 2015** |   | **Local   Currency   Notional   Amount** |   | **U.S. Dollar   Notional   Amount** |          | **% Maturing in   the Next 12   Months** |   | **Contracts   Maturing   Through** |
|------------------------------|--------|------------------------------------------|--------|-------------------------------------|---------------|------------------------------------------|--------|------------------------------------|
|                         |   |                                     |   |                                |          |                                     |   |                               |
| Philippine   Peso            |   | 16,856,000                          |   | 380,216                        | (1)           | 43.0 %                         |   | February 2020                 |
| Mexican   Peso               |   | 2,684,000                           |   | 183,258                        |          | 28.2 %                         |   | May 2020                      |
|                         |   |                                     |   | $                                   | 563,474  |                                     |   |                               |   |
|                              |        |                                          |        |                                     |               |                                          |        |                                    |  |

 

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| **As of December 31, 2014** |   | **Local   Currency   Notional   Amount** |   | **U.S. Dollar   Notional   Amount** |          |
|----------------------------------|--------|------------------------------------------|--------|-------------------------------------|---------------|
|                             |   |                                     |   |                                |          |   |
| Canadian   Dollar                |   | 1,500                                    |   | $                                   | 1,441    |   |
| Philippine   Peso                |   | 17,428,000                               |   | 398,046                        | (1)           |
| Mexican   Peso                   |   | 2,532,000                                |   | 179,089                        |          |
| New   Zealand Dollar             |   | 490                                      |   | 381                            |          |
|                             |   |                                     |   | $                                   | 578,957  |   |

 

(1)                Includes contracts to purchase Philippine pesos in exchange for New Zealand dollars and Australian dollars, which are translated into equivalent U.S. dollars on June 30, 2015 and December 31, 2014.

 

The fair value of our cash flow hedges at June 30, 2015 was assets/(liabilities) (in thousands):

 
|            |   | **June 30,   2015** |     | **Maturing in   the   Next 12 Months** |   |
|-----------------|--------|--------------------------|----------|----------------------------------------|--------|
|            |   |                     |     |                                   |   |
| Philippine Peso |   | (15,726)                 |     | (6,793)                                |   |
|            |   |                     |     |                                   |   |
| Mexican Peso    |   | (20,079)                 |     | (7,029)                                |   |
|            |   |                     |     |                                   |   |
|            |   | $                        | (35,805) |                                   | $      | (13,822) |   |
|                 |        |                          |          |                                        |        |  |  |

 

Our cash flow hedges are valued using models based on market observable inputs, including both forward and spot foreign exchange rates, implied volatility, and counterparty credit risk. The decrease in fair value from June 30, 2015 largely reflects a broad strengthening in the U.S. dollar.

 

We recorded net losses of approximately $4.2 million and $3.0 million for settled cash flow hedge contracts and the related premiums for the six months ended June 30, 2015 and 2014, respectively. These losses were reflected in Revenue in the accompanying Consolidated Statements of Comprehensive Income (Loss). If the exchange rates between our various currency pairs were to increase or decrease by 10% from current period-end levels, we would incur a material gain or loss on the contracts. However, any gain or loss would be mitigated by corresponding increases or decreases in our underlying exposures.

 

Other than the transactions hedged as discussed above and in Part I, Item 1. Financial Statements, Note 6 to the Consolidated Financial Statements, the majority of the transactions of our U.S. and foreign operations are denominated in their respective local currency. However, transactions are denominated in other currencies from time-to-time. We do not currently engage in hedging activities related to these types of foreign currency risks because we believe them to be insignificant as we endeavor to settle these accounts on a timely basis. For the six months ended June 30, 2015 and 2014, approximately 23% and 24%, respectively, of revenue was derived from contracts denominated in currencies other than the U.S. Dollar. Our results from operations and revenue could be adversely affected if the U.S. Dollar strengthens significantly against foreign currencies.

 

**Fair Value of Debt and Equity Securities**

 

We did not have any investments in debt or equity securities as of June 30, 2015 or December 31, 2014.

 

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**ITEM 4. CONTROLS AND PROCEDURES**

 

This Report includes the certifications of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations referred to in those certifications.

 

**Evaluation of Disclosure Controls and Procedures**

 

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to reasonably ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

Our management, including the CEO and CFO, believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and may not be prevented or detected.

 

In connection with the preparation of this Quarterly Report on Form 10-Q, our management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2015. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2015 to provide such reasonable assurance.

 

**Changes in Internal Control over Financial Reporting**

 

There was no change in our internal control over financial reporting during the quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

**PART II. OTHER INFORMATION**

 

**ITEM 1. LEGAL PROCEEDINGS**

 

Part I, Item 1. Financial Statements, Note 10 to the Consolidated Financial Statements of this Form 10-Q is hereby incorporated by reference.

 

**ITEM 1A. RISK FACTORS**

 

There were no material changes to the risk factors described in Item 1A. Risk Factors described in our Annual Report on Form 10-K for the year ended December 31, 2014.

 

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**ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**

 

**Issuer Purchases of Equity Securities**

 

Following is the detail of the issuer purchases made during the quarter ended June 30, 2015:

 

 
| **Period**                                 |   | **Total   Number of   Shares   Purchased** |   | **Average Price   Paid per Share   (or Unit)** |        | **Total Number of   Shares   Purchased as   Part of Publicly   Announced   Plans or   Programs** |          | **Approximate   Dollar Value of   Shares that May   Yet Be Purchased   Under the Plans or   Programs (in   thousands)****1** |         |
|--------------------------------------------|--------|--------------------------------------------|--------|------------------------------------------------|-------------|-------------------------------------------------------------------------------------------------------|---------------|------------------------------------------------------------------------------------------------------------------------------|--------------|
|                                       |   |                                       |   |                                           |        |                                                                                                  |          |                                                                                                                         |         |
| March 31,   2015                      |   |                                       |   |                                           |        |                                                                                                  |          | $                                                                                                                            | 30,907  |   |
|                                       |   |                                       |   |                                           |        |                                                                                                  |          |                                                                                                                         |         |
| April 1,   2015 - April 30, 2015 |   | -                                     |   | $                                              | -      |                                                                                                  | -        |                                                                                                                         | $            | 30,907  |   |
|                                       |   |                                       |   |                                           |        |                                                                                                  |          |                                                                                                                         |         |
| May 1,   2015 - May 31, 2015     |   | 200,230                               |   | $                                              | 26.57  |                                                                                                  | 200,230  |                                                                                                                         | $            | 25,588  |   |
|                                       |   |                                       |   |                                           |        |                                                                                                  |          |                                                                                                                         |         |
| June 1,   2015 - June 30, 2015   |   | 40,100                                |   | $                                              | 25.39  |                                                                                                  | 40,100   |                                                                                                                         | $            | 24,570  |   |
|                                       |   |                                       |   |                                           |        |                                                                                                  |          |                                                                                                                         |         |
| **Total**                                  |   | 240,330                               |   |                                           |        | 240,330                                                                                          |          |                                                                                                                         |         |

 

(1)    In November 2001, our Board of Directors (“Board”) authorized a stock repurchase program with the objective of increasing stockholder returns. The Board periodically authorizes additional increases to the program. The most recent Board authorization to purchase additional common stock occurred in February 2015, whereby the Board increased the program allowance by $25.0 million. Since inception of the program through June 30, 2015, the Board has authorized the repurchase of shares up to a total value of $662.3 million, of which we have purchased 42.6 million shares on the open market for $637.8 million. As of June 30, 2015 the remaining amount authorized for repurchases under the program was approximately $24.6 million. The stock repurchase program does not have an expiration date.

 

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**ITEM 6. EXHIBITS**

 
| **Exhibit No.** |   | **Exhibit Description**                                                                                                              |
|----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                      |
| 31.1                 |   | 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 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 Chief Financial   Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18   U.S.C. Section 1350) |

 

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**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
|                      |   |  TELETECH   HOLDINGS, INC. |
|---------------------------|--------|--------------------------------------|
|                      |   | (Registrant)                         |
|                      |   |                                 |
| Date: August 5, 2015 | By:    | /s/ Kenneth D. Tuchman               |
|                      |   | Kenneth D. Tuchman                   |
|                      |   | Chairman and Chief Executive Officer |
|                      |   |                                 |
| Date: August 5, 2015 | By:    | /s/ Regina M. Paolillo               |
|                      |   | Regina M. Paolillo                   |
|                      |   | Chief Financial Officer              |

 

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**EXHIBIT INDEX**

 
| **Exhibit No.** |   | **Exhibit Description**                                                                                                              |
|----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                      |
| 31.1                 |   | 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 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 Chief Financial   Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18   U.S.C. Section 1350) |

 

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