Competition

We are a leading global customer experience technology and services company focused on the design, implementation and delivery of transformative solutionspartner for many of the world’s most iconic brands, Fortune 1000 companies, public sector agencies, and disruptive brands.hypergrowth companies. Our competitors vary by geography and business segment, and range from large multinational corporations to smaller, narrowly focused enterprises. Across our lines of business, the principal competitive factors include: client relationships, technology and process innovation, integrated solutions, digital and virtual delivery capabilities, operational performance and efficiencies, pricing, brand recognition, and financial strength.

Our strategy in maintaining market leadership is to invest, innovate, and provide integrated value-driven services, all centered around customer engagement management. Today, we are executing on a more expansive, holistic strategy by transforming our business into higher-value offerings through organic investments and strategic acquisitions. As we execute, we are differentiating ourselves in the marketplace and entering new markets that introduce us to an expanded competitive landscape.

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Work From Home Regulations. The transition to remote work due to the COVID-19 pandemic gave rise to new Regulations specific to work from home, which vary among jurisdictions and range from requirements to reimburse costs associated with remote work, to special health and safety mandates, and special government reporting requirements. To comply with these Regulations, TTEC updated its payroll practices and adopted new ways of working, including the use of virtual private networks to access service delivery applications, and remote monitoring and coaching of employees. As we were not always able to replicate in the work from home environment the physical controls we have in place at our delivery centers, we agreed with our clients to implement certain additional controls. Employees that work from home are hired seasonallyrequired to attest to their understanding and compliance with these controls and with TTEC’s enhanced remote work policy that is designed to address periodic highernew Regulations and the modified contractual requirements. TTEC works diligently with specialists to stay current on the rapidly changing regulatory environment, but the distributed nature of remote service delivery continues to represent heightened risks of security threats and compliance challenges and there can be no assurance that these risks can be fully contained. See "Risk Factors — Our client services delivered by employees working from home are now a standard and this change in the operating model may subject us to new untested risks.”

Other Regulations. TTEC is a labor-intensive business volumesthat is subject to complex labor and employment laws established by the U.S. Department of Labor, state and local regulatory bodies, and similar regulators in retail, healthcare and other seasonal industries, most remain employed throughout the year. Approximately 67% of our employees are locatedjurisdictions outside of the U.S.  Approximately 10% of our employees are covered by collective bargaining agreements, most of which are mandated under national labor laws outside ofThese Regulations govern working conditions, paid time off, workplace safety, wage and hour standards, and hiring and employment practices.

Our public sector work is secured and delivered in compliance with various jurisdiction-specific government procurement regulations, like the United States. These agreementsFederal Acquisition Regulations (known as “FAR”) and government agency specific supplemental regulations that we comply with when we bid and deliver work for the U.S. federal government.

Our global operations are subject to periodic renegotiationsvarious domestic and foreign anti-corruption mandates, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws in other jurisdictions where we anticipatedo business. As a U.S. company operating through non-U.S. subsidiaries, TTEC is subject to foreign exchange control, transfer pricing, cross-border tax Regulations, immigration and customs Regulations that they willprescribe how funds, goods, and people traverse between TTEC and our foreign subsidiaries. See "Risk Factors — Risks Related to Our International Operations.”

Work we do for some of our clients is subject to special licensing requirements, e.g., insurance producer and gaming licenses. The granting of these licenses can be reneweddiscretionary on the part of regulatory authorities. As part of the licensing requirements, we may also be subject to extensive and expensive cybersecurity regulations or subject to heightened disclosure requirements that impact our companies or our executives. See, “Risk Factors -- Our financial results may be impacted by changes in the ordinary course of business without material impactlaws/regulations and our failure to comply with laws/regulations relevant to our businessbusiness.”

We believe that our operations are in substantial compliance with relevant Regulations; but our compliance with Regulations may cause us to make additional capital and operational expenditures, the cost of which we may not always be able to pass to our clients through our pricing structures, and such additional investments could be material to our results of operations, financial position, or cash flows. See "Risk Factors — Our results of operations may be impacted by changes in a manner materially different from other companies covered by such industry-wide agreements.laws, our failure to comply with laws and regulations relevant to our business.”

Research, Innovation, Intellectual Property and Proprietary Technology

We recognize the value of innovation in our business and are committed to developing leading-edge technologies and proprietary solutions. Research and innovation have been a major factor in our success and we believe that they will continue to contribute to our growth in the future. We use our investment in research and development to create, commercialize, and deploy innovative business strategies and high-value technology solutions.

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We deliver value to our clients through, and our success in part depends on, certain proprietary technologies and methodologies. We leverage U.S. and foreign patent, trade secret, copyright, and trademark laws as well as confidentiality, proprietary information, non-disclosure agreements, and key staff non-competition agreements to protect our proprietary technology.

As of December 31, 2019,2022, we had 211 patent applications pending; and also hold 7996 U.S. and non-U.S. patents in 89 jurisdictions that we leverage in our operations and as marketplace differentiation for our service offerings. Our trade name, logos, and names of our proprietary solution offerings are protected by their historic use and, in addition, by trademarks and service marks registered in 22 countries.32 jurisdictions.

Human Capital Resources

Headcount Information:  As of December 31, 2022, TTEC had 69,400 employees, approximately 2,800 of whom are CX professionals serving TTEC Digital clients and approximately 66,600 of whom serve TTEC Engage clients. Approximately 47% of our employees are based in the Asia-Pacific region, 42% in North America (with 40% in the United States), 7% in Central and South America, and 4% in the Europe, Middle East and Africa (EMEA) region.

Development and Training: Our 2022 Human Experience (HX) people strategy is focused on the attraction, development and retention of our employees through meaningful engagement and purposeful development. To support advancement of our employees and prepare them for demands of rapidly changing workplace and client requirements we offer career development focused programs, technologies, and resources. In 2022 we made significant investments in learning technologies and courseware, including the expansion of capabilities within our robust talent management platform, TTEC Talent^tm, that provides a streamlined end-to-end career management experience. Expansion included the implementation of a mobile app that provides all employees access to TTEC Talent^tm at any time from any device. TTEC Talent^tm houses a library of more than 10,000 courses that cover topics on general business acumen ranging from business operations, professionalism, leadership, ethics, finance, negotiations, and project management to subject-matter specific professional and technical curriculum. We also expanded our courseware offerings in informational Technology and Digital Transformation through partnerships with specialty courseware vendors. In direct support of our Digital segment, we launched the Digital University program, a scalable 60-90 day learning journey providing talent readiness needed to enter the organization and best serve our clients. Our TTEC development programs help identify top performers, improve employee performance, engagement, and retention, and create promotion-from-within opportunities in the Company with 71% of our open positions filled by internal candidates in 2022.

Our performance management philosophy is a comprehensive strategy aligned to our Company’s business priorities, requiring regular coaching sessions and performance evaluations that aim at building a high-performance culture. Managers and employees can collaborate to create goals, assess goal completion, identify developmental opportunities and how values driven behavior contributes to results. Feedback can be requested or provided at any time on goal progress, values behavior, recognition, or development, and in 2022 through TTEC Talent^tm 95% of eligible employees completed check-ins with their manager focused on goals, priorities, and personal development on a quarterly basis.

Our 2022 comprehensive executive talent development strategy can be easily customized and launched by segment and/or department and enables leaders and teams to plan and build talent capability. Talent planning and development for executive roles is accomplished through a talent review and succession planning process which includes consulting, training, data analytics, calibration, and development recommendations. We evaluate all mid-level managers and above roles, determine top talent and successors and invest in their development to meet our growth goals. Executive development programs created and launched in 2022 include an Executive Learning Center of Excellence, a one-stop-shop for executive development resources and our Executive Leadership Academy, a leadership development program for high potential Directors and above that includes 360 assessments, formal and informal learning, facilitator and faculty-led sessions, coaching and mentoring, and applied learning.

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In 2022, TTEC launched the second cohort of employees as part of our Leadership Development Internship (“LDI”). The LDI program, originally launched in 2021, is designed to identify and attract new talent and prepare them for success within our organization. Each year the program recruits individuals finishing up their undergraduate degrees or early in their career with diverse backgrounds in various fields relevant to TTEC ranging from technology to humanities. These individuals are paired into departments that align with their interests and career goals and spend a summer working in those areas and learning all about our business. We also launched our first Leadership Development Internship cohort in India, and at the end of the year made plans to begin this program in Mexico.

Diversity Equity & Inclusion (DEI):  TTEC believes that our differences are one of our greatest strengths; and that diversity of our employees enables us to innovate how we serve our clients and their diverse customers on six continents. Our DEI Council, comprised of senior leaders from different business segments a wide range of ethnicities, nationalities, genders, and sexual orientations, governs TTEC DEI education and advancement initiatives; provides resources for our employees to achieve their full potential; and oversees our employee resource groups (“ERGs”) dedicated to empowerment and opportunities to member of special interest groups including:

Our DEI Council is a critical driver in fostering organizational change, establishing a dedicated focus on DEI priorities and how they align with the Company’s business strategy and its Environmental Social Governance (“ESG”) objectives. The Council, together with TTEC executive leadership team, hold the organization accountable to increase awareness and education and provide leadership opportunities for underrepresented employees so they can reach their full potential and delivery on the Company’s promise to Bringing Humanity to Business^TM. These focused initiatives paid dividend when the results of our 2022 Employee Experience (EX25) survey told us that 89% of our employees feel they can be themselves at work and succeed to their full potential. As of December 31, 2022, 61% of the Company’s global workforce and 56% of our employees in supervisory roles were female; while 57% of our U.S. workforce and 41% of our employees in supervisory roles were people of color.

Competitive Pay/Benefits and Pay-for-Performance Philosophy: Our pay-for-performance philosophy aligns our compensation programs with TTEC’s performance and reflects our commitment to reward short and long-term performance that aligns with and drives long-term stockholder value. TTEC compensation programs are designed to provide appropriate incentives to attract, retain and motivate employees to achieve desired outcomes for our clients and our shareholders. Further, TTEC provides employees with a comprehensive benefits program that includes health insurance and important wellness programs, including mental health initiatives, as well as other programs that support employees’ physical, emotional, and financial health.

Workplace Safety: The health and safety of our employees is one of our top priorities. TTEC’s success depends on protecting our employees, visitors, clients and facilities, and our goal is to provide everyone that works for us and with us, a safe and healthy work environment. TTEC employees are required to complete health and safety training when they join the Company and are encouraged to report any concerns they have about health and safety in their work environment.

In 2022 the majority of our global workforce remained working in a remote environment. For employees that worked in a bricks and mortar setting, we continued to follow diligent COVID protocols to ensure employee safety. These safety protocols included increased cleaning frequency, additional signage, workstation reconfiguration for social distancing, personal protective equipment, contact tracing, shuttle services, and automated health attestations.

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Retention and Turnover:  Employee experience and retention remain a top priority for TTEC and are a key driver of financial results of our operations. Our turnover reduction efforts focus on market pay, trained management teams, development programs, career mobility, communication and the work environment and company culture that make an employee feel engaged, rewarded, appreciated, informed, and fulfilled in the organization. In 2022, we saw great improvement in employee retention due to diligent focus on these efforts.

Employee Engagement:  We continuously assess employee engagement by gathering employees’ sentiment and in 2022 we launched all-new methodologies to understand employee sentiment throughout the year and annually. These new surveys allow us to measure employee engagement as well as four other key performance indicators of employee experience (Well-being, Inclusion, Experience Versus Expectations, and Intent to Stay). In 2022, about 44,000 of our employees responded to our annual engagement survey alone. Based on these surveys our employee engagement ratings exceed best-in-class engagement scores.

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ITEM 1A.  RISK FACTORSFACTORS

In addition to the other information presented in this Annual Report on Form 10-K, you should carefully consider the risks and uncertainties discussed in this section when evaluating our business. If any of these risks or uncertainties actually occur, our business, financial condition, and results of operations (including revenue, profitability and cash flows) could be materially and adversely affected, and the market price of our stock could decline.

RISK RELATED TO OUR BUSINESS OPERATIONS AND OUR STRATEGY

If we are unsuccessful in implementing our business strategy is not successful, our long-termbusiness and financial prospects couldwill be adversely affected

Our growth strategy is based on continuous diversification ofintegrating our business beyond contact center customer care outsourcing to an integrated customer experienceexpertise with our CXaaS platform that unites innovative and disruptive technologies, strategicCX consulting, data analytics, client growth solutions, and customer experience focused system design and integration. Theseintegration enabled through industry focused client relationships, scaled delivery footprint, CX partner ecosystem, and strategic M&A. Failure to successfully implement our business strategy and effectively respond to changes in market dynamics may impact our financial results of operations. Our investments in technologies and integrated solution development however, may not lead to increased revenue and profitability. If we are not successful in creating value from these investments, there could be a negative impact on our operating results and financial condition.

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We may not be successful in anticipating or responding to our client expectations and interests in adopting evolving technology solutions, and their integration in our offerings may not achieve the intended enhancements or cost reductions. Services and technologies offered by our competitors may make our service offerings not competitive, or even obsolete, and may negatively impact our clients’ interest in our offerings.services. Our failure to innovate, maintain technological advantages, or respond effectively and timely to transformational changes in technology could have a material adverse effect on our business, financial condition, and results of operations.

The current trend to outsource customer care may not continue and the prices that clients are willing to pay for the services may diminish,Our business can be disproportionately adversely affecting our business

Our growth depends, in large part, on the willingnessimpacted by events outside of our clientscontrol, such as economic conditions, geopolitical tensions, and potential clientsoutbreaks of infectious diseases

If global economic conditions continue to outsource customer care and management services to companies like TTEC. There can be no assurance thatdeteriorate, the customer care outsourcing trend will continue; and our clients and potential clients may elect to perform in-house customer care and management services that they currently outsource. ReductionCompany could experience reduction in demand for our services and increased competitionpressure on revenue and profit margins. Our business volumes are impacted by consumer sentiment, and the current inflationary and recessionary pressures are impacting consumer demand for our clients’ products and services which can have direct impact on the demand for our offerings. The cost increases of our services due to growing labor costs and social pressures on our clients to utilize their own staff for services, instead of laying off employees, while outsourcing work, may cause clients to bring the previously outsourced services in-house.

Current geopolitical tensions could escalate, which could have unpredictable consequences on our business. For example, the Company’s business could be negatively affected by the escalation in the Russian-Ukrainian conflict, as it can impact our European operations and our European clients’ demand for our services; continuing tensions with China could impact our delivery centers in the Asian Pacific region and especially in the Philippines; while ongoing tensions between India and Pakistan can impact our operations in the Indian provinces near the Pakistani border. The natural disasters in locations where we have employees and operations, like the Philippines, Mexico, and the east, west and gulf coasts of the United States can also have significant negative impacts on our ability to deliver services and our reputation for stable service delivery. Finally, widespread outbreak of infectious diseases, like the COVID-19 pandemic, would impact our global operations, our delivery capabilities and our clients’ demand for services.

Our client services delivered by employees working from otherhome are now a standard and this change in the operating model may subject us to new untested risks

In connection with the COVID-19 pandemic, TTEC expanded its work from home delivery and transitioned employees to work remotely on what at the time we believed to be a temporary basis; most employees hired in 2020 through 2022 were hired to work from home. As the impacts of the pandemic receded in 2022, some employees returned to conventional delivery sites, but many will continue to work remotely as part of the evolution in our delivery model. Certain jurisdictions where we do business have regulations specific to work from home, which add complexity and cost to our service delivery. Some of the services we provide are subject to stringent regulatory requirements, and our inability to continuously observe how our associates deliver services, when working from home, may impact our compliance. Service delivery from home, in certain lines of our business, may also expose TTEC, our clients, and their customers to a heightened risk of fraud, because our ability to detect inappropriate behavior early could be impaired by remote service delivery.

Employees who work from home rely on residential communication and internet providers that may not be as resilient as commercial providers and in-housemay be more susceptible to service alternatives could create pricing pressuresinterruptions and excess capacitycyberattacks, which may also make TTEC information technology systems, when interfacing with these residential environments, vulnerable. Although we have continuously evolved our business continuity and disaster recovery plans and processes to focus beyond our delivery centers to include remote delivery, these plans and processes may not work effectively in a distributed remote delivery model, where weather impacts, internet access and power grid downtime may be difficult to manage and where system redundancies are not possible.

Over the years, TTEC established strong operational and administrative controls over our business that would have an adverse effectfocused on our business, financial condition,physical locations; and although these controls are evolving to reflect the facilities and remote delivery mix, they may not always provide effective safeguards for a large-scale work from home delivery model. We may not be effective in timely updating our existing controls nor implementing new controls, tailored to the work from home environment. For these and other reasons, our clients may be unwilling to continue to allow us to deliver our services remotely. If we are unable to manage our work from home environment effectively to

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address these and other risks unique to remote service delivery, or if we cannot maintain client confidence in our work from home environment, our reputation and results of operations may be impacted.

Remote work for an extended period of time may impact TTEC culture and employee engagement with our company, which could affect productivity and our ability to retain employees critical to our operations.

Cyber-attacks, cyber-fraud,As impacts of the COVID-19 pandemic recede, some of our clients wish to return to more traditional service delivery models, while our employees, many of whom prefer the new remote work model, may be unwilling to return to our delivery centers. As our employees, our clients, and unauthorized information disclosure could harmthe economy transition to post COVID-19 realities, we may be unable to accurately predict the full impact on our reputation, cause liability, resultoperations, timely adjust our costs and service delivery patterns and that may impact our financial results of operations.

Inflation and changes in service outagesthe cost or availability of labor, energy, and losses, any of whichother operational necessities could adversely affect our business and results of operations

OurCompetition for labor in many jurisdictions where we do business involves the use, storage,is acute and transmission of information aboutwe have experienced increased labor costs as a result. Inflation is also causing material increases in our clients, customersother critical operating costs. Many of our clients,long-term contracts do not allow for escalation of fees, as our operating costs increase; and our employees. While we take reasonable measuresthose that do allow for escalations do not always provide for rate increases comparable to protect the security of and unauthorized access to our systems and the privacy of personal and proprietary informationcost increases that we access and store, our security controls over our systems may not prevent the improper access to or disclosure of this information. Such unauthorized access or disclosure could subject us to liability under relevant law or our contracts and could harm our reputation resulting in loss of revenue and loss of business opportunities.

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solutions. Because we do not have control over the stability or the reliability of these technology solutions, we seek back-to-back indemnifications from the technology partners for liabilities we cannot control or mitigate. If our technology partners’ solutions lag in the People’s Republicinnovation, do not meet customer expectations in functionality, or have stability or reliability issues, our results of China and other parts of Asia.operations may be materially impacted. If these supply chain arrangements experience material disruptiontechnology partners are not willing to provide us with the indemnity coverage for any reason, including large scale virus epidemics, these clients’ needs forexposures that we cannot control or mitigate, or if they are not able or unwilling to honor their indemnification obligations, our servicesresults of operations may be impactedmaterially adversely impacted.

Our clients’ inability to accurately forecast demand and our businessinability to accurately forecast the level of effort or staffing levels, sites and remote delivery mix could impact our financial results of operations

Predicting customer demand, making timely staffing level decisions, predicting likely delivery centers and work from home delivery mix, making dynamic investments in our delivery centers and our work from home technologies are important to our successful execution and profitability maximization. We can provide no assurance that we will continue to be able to achieve or maintain desired delivery center capacity utilization and work from home delivery mix, because quarterly variations in client volumes, impacted by recessionary pressures, and revenues may materially decrease, which couldclient changing sentiment toward work from home delivery, can have ana material adverse effect on our delivery platform and our utilization rates. If our utilization rates are below expectations or if unexpected real estate demands exceed our capacity and we are unable to right size our real estate commitments quickly, our high-fixed costs of operation or our loss of business because we cannot support capacity may cause our financial condition,conditions and results of operations to be adversely affected.

In configuring our large-scale facilities, where employees work in close proximity to each other, we took into account the recent easing of social distancing rules and other pandemic related government mandates. If these regulations change unexpectedly, we will have to make rapid changes and make investments to adjust our facilities. If we are unable to adjust to these changes quickly and renegotiate our contracts to recoup these additional costs, manage these costs effectively, or adjust our cost structure to absorb them, our margins and profitability will be impacted and will result in adverse impact on our results of operations.

Our sales cycles for new client relationships and new lines of business with existing clients can be long, which results in a long lead time before we receive revenuesrevenue

We often face a long selling cycle to secure contracts with new clients or contracts for new lines of business with existing clients. When we are successful in securing a new client engagement, it is generally followed by a long implementation period when clients must give notice to incumbent service providers or transfer in-house operations to us. There may also be a long ramp up period before we commence our services, and for certainunder most of our contracts we receive no revenue until we start performing the work. Prolonged ramp-ups require investment that may not be recovered until future performance periods. If we are not successful in obtaining contractual commitmentswinning work after the initial prolonged sales cycle, or in maintaining the contractual relationship for a period of time necessary to offset new project investment costs and appropriate return on that investment, the investments may have a material adverse effect on our results of operations.

Contract terms typical in our industry can lead to volatility in our revenue and our margins

Our contracts do not have guaranteed revenue levels. Mostgrowth strategy includes the expansion of our contracts require clientsofferings to provide monthly forecasts of volumes, but no guaranteed or minimum volume levels. Such forecasts vary from month to month, which can impact our staff utilizations, our cost structure, and our profitability.

Many of our contracts have terminationpublic sector clients. The procurement process for convenience clauses with short notice periods, which could have a material adverse effect on our results of operation.  Many of our contracts can be terminated for convenience and our contracts do not guarantee a minimum revenue level or profitability. If a client terminates a contract or materially reduces customer interaction volumes,  this could have a material adverse effect on our results of operations and makes it harder to make projections.

We may not always offset increased costs with increased fees under long-term contracts. The pricing and other terms of our client contracts, particularly on our long-term contact center agreements, are based on estimates and assumptions we make at the time we enter into these contracts. These estimates reflect our best judgments regarding the nature of the engagement and our expected costs to provide the contracted services but these judgments could differ from actual results. Not all our contracts allow for escalation of fees as our cost of operations increase. Moreover, those that do allow for such escalations do not always allow increases at rates comparable to increases that we experience due to rising minimum wage costs and related payroll cost increases. If and to the extent we do not negotiate long-term contract terms that provide for fee adjustments to reflect increases in our cost of service delivery, our business, financial conditions, and results of operation could be materially impacted.

Our pricing depends on effectiveness of our level of effort forecasts. Pricing of our services in our technology and strategic consulting businessesgovernment entities is contingent on our ability to accurately forecast the level of effort and cost necessary to deliver our services, which is data dependent and can be inaccurate. The errors in level of effort estimations could yield lower profit margins or cause projects to become unprofitable, resulting in adverse impacts on our results of operations.

Increases in income tax rates, changes in income tax laws or disagreements with tax authorities could adversely affect our business, financial condition or results of operations

We are subject to income taxesoften more challenging than contracting in the United Statesprivate sector and in certain foreign jurisdictions in which we operate. Increases in income tax rates or other changes in income tax laws in any particular jurisdiction could reduceis different from our after-tax income from such jurisdictionsstandard Engage and could adversely affect ourDigital business financial condition or results of operations. Our operations outside the United States generate a significant portion of our incomepractices, including upfront investment to position for opportunities and many of the other countries in which we have significant operations, have recently made or are actively considering changesrespond to existing tax laws. For example, in December 2017, the Tax Cuts and Jobs Act (“2017 Tax Act”) was signed into law in the United States. While our accountingrequests for the recorded impact of the 2017 Tax Act is deemed to be complete, these amounts are based on prevailing regulations and currently available information, and any additional guidance issued by the Internal Revenue Service (“IRS”) could impact our recorded amounts in future periods.

Additional changes in the U.S. tax regime or in how U.S. multinational corporations are taxed on foreign earnings, including changes in how existing tax laws are interpreted or enforced, could adversely affect our business, financial condition or results of operations.

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The current outsourcing trend may not continue and the prices that clients are willing to pay for the services may diminish, adversely affecting our business

Our business is significantly dependentgrowth depends, in large part, on telephone, internetthe willingness of clients to outsource customer care and data service provided by various domesticmanagement services to companies like TTEC. There can be no assurance that the customer care outsourcing trend will continue especially in current inflationary and foreign communication companies. Any disruption ofrecessionary climate; and clients may elect to perform these services in-house. Reduction in demand for our services and increased competition from other providers and in-house service alternatives could adversely affectcreate pricing pressures and excess capacity that would have an adverse effect on our business, financial condition, and results of operations.

We may not be able to leverage insurance to mitigate risks which would negatively impact our cashflow and result of operations

We maintain insurance coverage against various risks common for our industry, including claims against officers and directors for failure to meet their fiduciary duty in overseeing the management of the Company and resulting securities or derivative shareholder claims; employer liability risks; fiduciary duty claims related to TTEC’s management of our employee benefit plans; losses from crime and fraud; errors and omissions exposures; cyber security related losses; losses related to property damage; business interruption exposures; workers compensation claims; surety bonds; and general liability claims inherent in the running of our business. We believe these insurance programs are an effective way to protect our assets against liability risks and some of these programs are also required by our clients, as a condition of doing business with us. Our access to the necessary insurance coverage can be impacted, however, by availability of insurance and reinsurance capacity in the marketplace, insurers willingness to insure TTEC’s risks (especially our property damage exposure in high risk locations, cyber risks, and related business interruption coverage) at an affordable price point. Further, our insurance carriers have taken stepsin the past sought or may in the future seek to mitigatedeny coverage for pending claims. If we cannot secure sufficient and affordable insurance coverage, or if the insurance companies are successful in denying coverage under existing policies, our exposure to service disruptions by investing in complexcashflow and multi-layered redundancies,results of operations may be impacted, and we may also be unable to serve those of our clients who require insurance as a condition of doing business with us.

We routinely consider strategic mergers, acquisitions and business combination transactions and may enter into such transactions any time; and such transactions may negatively impact our business and create unanticipated risks

We continuously analyze strategic opportunities that we believe could provide value for our stockholders, and have acquisitions, divestitures, and potential business combinations in various stages of active review. There can transition services amongbe no assurances, however, that we will be able to identify strategic transaction opportunities that complement our different customer engagement centers around the world. Despitestrategy and are available at valuation levels accretive to our business. Even if we are successful in identifying and executing these efforts,transactions, they may subject our business to risks that could impact our results of operation, including:

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While we consider these transactions to improve our business, financial results, and shareholder value over time, there can be no assurance that the redundancies we have in place wouldour goals will be sufficient to maintain operations without disruption.realized.

Our inability to obtain communication and data services at favorable rates could negatively affect our results of operations. Where possible, we have entered into long-term contracts with various providers to mitigate short term rate increases and fluctuations. There is no obligation, however, for the vendors to renew their contracts with us, or to offer the same or lower rates in the future, and such contracts may be subject to termination or modification for various reasons outside of our control. A significant increase in the cost of communication services that is not recoverable through an increase in the price of our services could adversely affect our business.

Defects or errors in software utilized in our service offerings could adversely affect our business

The third-party software and systems that we use to conduct our business and serve our clients are highly complex and may, from time to time, contain design defects, coding errors or other software errors that may be difficult to detect or correct, and which are outside of our control. Although our commercial agreements contain provisions designed to limit our exposure to potential claims and liabilities, these provisions may not always effectively protect us against claims in all jurisdictions. As a result, problems with software and systems that we use may result in damages to our clients for which we are held responsible, causing damage to our reputation, adversely affecting our business, our results of operations and financial condition.

If the transfer pricing arrangements we have among our subsidiaries are determined to be inappropriate, our tax liability may increase

We have transfer pricing arrangements among our subsidiaries in relation to various aspects of our business, including operations, marketing, sales, and delivery functions. The United States, Australia, Mexico, Philippines and other transfer pricing regulations in other countries where we operate, require that cross-border transactions between affiliates be on arm’s-length terms. We carefully consider the pricing among our subsidiaries to assure that they are at arm’s-length. If tax authorities were to determine that the transfer prices and terms we have applied are not appropriate, we may incur increased tax liability, including accrued interest and penalties, which would cause material increase in our tax liability, thereby impacting our profitability and cash flows, and potentially resulting in a material adverse effect on our operations, effective tax rate and financial condition.

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access to these systems or unauthorized disclosure of this information. Such unauthorized access or disclosure could subject, and in the past has subjected, TTEC to significant liability under relevant laws, our contracts, and our licenses to perform certain regulated services; and could harm our reputation, resulting in material impacts to our operations, loss of future revenue and business opportunities. These risks may further increase as our business model now relies on a higher percentage of work delivered from home, in addition to our traditional delivery center model. The risks may also increase, as we expand geographically into new locations, where cyber security is difficult to assure.

In recent years, there have been an increasing number of high-profile security breaches at companies and government agencies, when hackers, cyber criminals and state actors launch a broad range of ransomware, data exfiltration, and other cyberattacks targeting information technology systems. Information security breaches, computer viruses, service interruption, loss of business data, DDoS (distributed denial of service) attacks, ransomware and other cyberattacks on any of our systems or on our clients’ systems, through our channels, have and in the future could disrupt our normal operations, our cloud platform digital offerings, our clients’ on-premise managed service offerings, and our corporate functions, impeding our ability to provide critical services to our clients and financial reporting of our results of operations. Techniques used by cyber criminals to obtain unauthorized access, disable or degrade services, or sabotage systems evolve frequently and may not immediately be detected, and we may be unable to implement adequate preventative measures.

For example, in 2021, TTEC experienced two significant cybersecurity incidents. One involved a global supply chain compromise that impacted thousands of companies worldwide, including a TTEC Digital subsidiary and its managed services clients. Another involved a ransomware attack that temporarily disrupted the TTEC Engage business. Although neither of these incidents resulted in material impact on our results of operations in 2021, there can be no assurances that future cyber security incidents, which are unavoidable, would not have material impact on our results of operations. Following these cyber security incidents, TTEC has made and continues to make significant investments to enhance our information technology environment (see Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information regarding the impact of the 2021 security incidents and resulting technology investments on results of operations in 2022), but there can be no assurances that investments made to date and the investments planned to be made in the future would be sufficient to prevent future cyber security incidents.

Cybersecurity events may have cascading effects that unfold over time and result in additional costs, including costs associated with investigations, government enforcement actions, regulatory investigations, fines and penalties, contractual claims, performance penalties, litigation, financial judgement or settlements in excess of insurance, disputes with insurance carriers concerning coverage and the availability of cyber insurance in the future, loss of clients’ trust, future business cancelations and other losses. Any client perceptions that our systems or the information system environments that we support for our clients are not secure could result in a material loss of business and revenue and could damage our reputation and competitiveness.

Cyber fraud. As others, we are experiencing an increase in frequency of cyber fraud attempts, including phishing attempts, and so-called “social engineering” attacks, which typically seek unauthorized access into the environment, money transfers or unauthorized information disclosure. We train our employees to recognize these attacks and have implemented proactive risk mitigation measures to curb them. There are no assurances, however, that these attacks, which are growing in sophistication and frequency, would not deceive our employees, resulting in a material loss and impacts to our operations and corporate functions.

While we believe we have taken reasonable measures to protect our systems and processes from unauthorized intrusions and cyber fraud, we cannot be certain that advances in cybercriminal capabilities, discovery of new system vulnerabilities, and attempts to exploit such vulnerabilities will not compromise or breach the technologies protecting our systems and the information that we manage and control, which could result in damage to our systems, our reputation, and our profitability.

Significant interruptions in communication and data services provided to us by third-party vendors could adversely impact our business

Our business is dependent on internet, data, and telephone services provided by various domestic and foreign third-party communication companies. Any disruption of these services could adversely affect our business. We have taken steps to mitigate our exposure to service disruptions by investing in multi-layered redundancies,

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which have been historically focused on our delivery centers, and we can transition service delivery among our different delivery centers around the world. Despite these risk mitigation processes, and especially in light of the transition of a large portion of our delivery to a work from home environment where conventional redundancies strategies are ineffective, there can be no assurance that the redundancies we have in place would be sufficient to maintain operations without disruption.

Inability to effectively adopt AI into our offerings, could materially impact our ability to compete

We are integrating AI into our solutions and it is likely to be an important part of our future service offerings. While AI offers significant benefits, it also presents risks and challenges to our business. Some of the recently brought to market third-party AI solutions have the potential of replacing some of our lower tier service offerings which puts pressure on the ‘speed to market’ for our efforts. At the same time, AI solutions are evolving and are not infallible, and issues with data sourcing, technology integration, program bias into decision-making algorithms, security challenges and the protection of personal information and privacy could impair our successful and timely adoption. If our AI solutions are deployed before they are perfected and the output from our AI solutions is deemed by clients to be inaccurate or questionable, our brand and reputation may be harmed and our results of operations may be impacted. On the other hand, if we are too slow to market and are unable to timely and effectively deploy AI in our offerings, we would fall behind our competitors and our results of operations and future prospects may also be impacted.

RISKS RELATED TO OUR CONTRACTING PRACTICES, LEGAL AND REGULATORY MATTERS

Our financial results may be impacted by changes in laws/regulations and our failure to comply with laws/regulations relevant to our business

Our business is subject to extensive, and at times conflicting, regulations by the United States federal, state, local, foreign national, and provincial authorities relating to confidential client and customer data, data privacy, customer communications, and telemarketing practices; licensed healthcare, financial services, collections, insurance, and gaming/gambling support activities; trade restrictions and sanctions, tariffs, import/export controls; taxation; labor regulations, healthcare and wellness rules, wages, breaks and severance regulations; health and safety regulations; disclosure obligations; and immigration laws, among other areas.

As we provide services to clients’ customers residing in countries where we do not have operations on the ground or if we use telecommunication channels and airways in countries where we do not have physical presence, we may also be subject to laws and regulations of these countries. Costs and complexity of compliance with existing and future regulations that could apply to our business may adversely affect our profitability; and if we fail to comply with these mandates, we could be subject to contractual, civil and criminal liability, monetary damages and fines. Enforcement actions by regulatory agencies could also materially increase our costs of operations and impact our ability to serve our clients.

Adverse changes in laws or regulations that impact our business may negatively affect the sale of our services, slow the growth of our operations, or mandate changes to how we deliver our services, including our ability to use and how we use offshore resources. These changes could threaten our ability to continue to serve certain markets.

Uncertainty and inconsistency in privacy and data protection laws relevant to our business, failure to comply with contractual obligations related to data privacy, and high cost of compliance may impact our ability to deliver services and our results of operations

During the last several years, there has been a significant increase in data protection and privacy regulations and enforcement activity in many jurisdictions where we and our clients do business. These regulations are often complex and at times they impose conflicting requirements among different jurisdictions that we serve. For example, the European Union’s General Data Protection Regulation (GDPR) imposes data protection requirements for controllers and processers of personally identifiable information collected in Europe, while the California Consumer Privacy Protection Act (CCPA), and other similar acts in other states imposed similar regulations protecting state residents with a different reach. We are also subject to the terms of our privacy policies and client contractual obligations related to privacy, data protection, and information security. Additionally, there is an increased focus on automated processing and services delivered with the use of AI that may lead to increased regulatory restrictions that could have an impact on our business.

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The scope of these laws, regulations and policies is subject to differing interpretations, and may be inconsistent among, or conflict with other laws and regulations. The regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these varied obligations may be interpreted and applied in a manner that currently we do not anticipate or that they are inconsistent from one jurisdiction to another and may conflict with other rules or our practices.

Well publicized security breaches have led to enhanced government and regulatory scrutiny of the measures being taken by companies to protect against cyberattacks and resulted in heightened cybersecurity requirements, including additional regulatory expectations for licensed service providers, and the oversight of vendors activities. Unauthorized disclosure of sensitive or confidential client, their customers’, and our employees’ data, whether through breach of our systems or otherwise, has exposed us in the past and could expose us in the future to costly litigation, regulatory enforcement, and could cause us to lose clients.

For example, the New York Department of Financial Services that regulates some of our licensed activity issues their own cyber security mandates, in addition to those issued by the state of New York; while the U.S. federal government may impose new federal data privacy and regulation mandates which would overlap with and may supersede certain state requirements. Failure to comply with all privacy and data protection laws that are relevant to different parts of our business have resulted in, and may result in additional legal claims, significant fines, sanctions, or penalties, and loss of licenses; and may make it difficult for us to secure business or efficiently serve our clients. Compliance with these evolving regulations requires significant investment which impacts our financial results of operations.

Wage and hour class action lawsuits can expose us to costly litigation and damage our reputation

The customer care business process outsourcing industry in the United States is a target of plaintiffs’ law firms that specialize in wage and hour class action lawsuits against large employers by soliciting potential plaintiffs (current and former employees) with billboard and social media advertising. The plaintiffs’ law firms seek large settlements based entirely on the number of potential plaintiffs in a class, whether or not there is any basis for the claims that they make on behalf of their clients, most of whom do not believe themselves to be aggrieved nor seek recourse until solicited. The cost of defending litigation for these large class action lawsuits has been and will continue to be significant. Because TTEC hires large numbers of employees in the United States and our industry has large turnover, the potential size of plaintiffs’ classes in these wage and hour lawsuits can be considerable, creating a material impact on the cost of operations. As we continue to hire more employees in the United States, and expand our operations to California, where the number of wage and hour class action lawsuits is larger than in many other states combined and where verdicts in these lawsuits are very large, our results of operations may be material impacted by these lawsuits.

Contract terms typical in our industry can lead to volatility in our revenue and in our margins

Many of our TTEC Engage contracts require clients to provide monthly forecasts of volumes, but no guaranteed or minimum volume or revenue levels. Such forecasts vary from month to month, which can impact our staff and space utilizations, our cost structure, and our profitability.

Many of our contracts have termination for convenience clauses with short notice periods and no guarantees of minimum revenue levels or profitability, which could have a material adverse effect on our results of operation. If a client terminates a contract or materially reduces customer interaction volumes, it could have a material adverse effect on our results of operations and makes it harder to make projections.

We may not always offset increased costs with increased fees under long-term contracts. The pricing and other terms of our client contracts, particularly on our long-term service agreements, are based on estimates and assumptions we make at contract inception. These estimates reflect our best judgment, at the time, regarding the nature of the engagement and our expected costs to provide the contracted services, but these judgments could differ from actual results, especially with conflicting inflationary and recessionary pressures.

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Not all our contracts allow for escalation of fees as our cost of operations increase. Moreover, those that do allow for such escalations do not always allow increases at rates comparable to the increases that we experience due to rising minimum wage costs, related payroll cost increases, increased costs of work from home environment not offset by reduction in physical footprint due to long term lease commitments, and the increasing costs of evolving regulatory requirements. If and to the extent we do not negotiate long-term contract terms that provide for fee adjustments to reflect increases in our cost of service delivery, our business, financial conditions, and results of operation could be materially impacted.

We provide service level commitments to certain customers. If we do not meet these contractual commitments, we could be subject to credits, refunds or contract terminations, which could adversely affect our revenue and harm our reputation.

The growing trend of clients seeking to transfer cybersecurity and data risks to service providers could significantly impact our operations and profitability

As cybersecurity incidents and data breaches are becoming more common and often impossible to avoid, clients are looking to their service providers to cover their cost of these incidents. Many of the services we provide are performed in the clients’ and not in TTEC information technology environments and security incidents that clients experience may have many causes and many contributory factors, most of which are unrelated to TTEC’s activities or situations that we cannot control. Yet, clients are increasingly seeking for service providers like TTEC to accept full liability for incidents that we did not cause but which our errors or omissions may have contributed to, in part. Potential liability and related cost is often unpredictable, cannot be easily quantified or priced, and cannot always be insured. If we are unable to negotiate reasonable contractual terms with our clients where liabilities for our services are reasonably allocated to events we can impact, control or mitigate, we may have to decline business opportunities or incur significant liability that would have impact on our results of operations.

Intellectual property infringement by us and by others may adversely impact our ability to innovate and compete

From time to time, we and members of our supply chain receive assertions that our service offerings or technologies infringe on the patents or other intellectual property rights of third parties. While to date we have been successful in defending such claims and many of these claims are without basis, the claims could require us to cease activities, incur expensive licensing costs, or engage in costly litigation, which could adversely affect our business and results of operations.

Our intellectual property may not always receive favorable treatment from the United States Patent and Trademark Office, the European Patent Office, or similar foreign intellectual property adjudication and registration agencies; and our “patent pending” intellectual property may not receive a patent or may be subject to prior art limitations. Our trademarks may be challenged, and have been challenged, by others with similar marks.

The lack of an effective legal system in certain countries where we do business or lack of commitment to protection of intellectual property rights, may prevent us from being able to defend our intellectual property and related technology against infringement by others, leading to a material adverse effect on our business, results of operations and financial condition.

As our reliance on technology for services that we provide increases, so is the risk of infringement or claims of infringement of intellectual property rights of others. If we are not successful in defending against such claims, our results of operations may be impacted.

Our inability to timely secure licensing required to perform services may significantly impact our results of operations

Some of the services we provide for our healthcare, financial services, gaming and other highly regulated clients require for some of our legal entities, directors and officers of these entities, and employees who perform the services to be licensed by authorities that oversee these regulated activities. These licensing requirements vary among jurisdictions where we provide services; and the ongoing compliance requirements to maintain and renew these licenses also varies among regulators and change often. Our ability to maintain these licenses and to comply with various evolving regulations that underpin the licensing requirements depends on many factors, not all of which we control; and the cost of this compliance can be significant. Failure to comply with all regulations in one jurisdiction may impact our licensing status with regulators in other jurisdictions. TTEC’s and our directors’, officers’, and employees’ ability to secure and maintain these licenses and to do so timely cannot always be assured, and depends on many factors some of which we cannot control. While we have been able to stay current with most known licensing requirements, there can be no assurance that we will be able to continue to do so in the future. If we are unable to maintain these licenses, if we fail to monitor the evolving

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regulations in all the jurisdictions where we deliver services, or if we are unable to meet the regulatory requirements, we may lose significant business opportunities or breach ongoing contractual obligations, which would have material advice impact on our results of operations.

Increases in income tax rates, changes in income tax laws or disagreements with tax authorities could adversely affect our business

We are subject to income taxes in the United States and in certain foreign jurisdictions where we operate or where clients benefit from our services. Increases in income tax rates or other changes in income tax laws could reduce our after-tax income from the relevant jurisdictions and could adversely affect our business, financial condition or results of operations. Our operations outside the United States generate a significant portion of our income and many of the other countries where we have significant operations, have recently made or are actively considering changes to existing tax laws that could significantly impact how U.S. multinational corporations are taxed on foreign earnings.

The Biden administration and many European governments have called for changes to fiscal and tax policies, which may include comprehensive tax reform. Many of these proposed changes to the taxation of our activities, if enacted, could increase our effective tax rate or adversely affect our business, financial condition, or results of operations.

There are no assurances that we will be able to implement effective tax planning strategies that are necessary to optimize our tax position following changes in tax laws globally. If we are unable to implement a cost-effective contracting structure and other changes in how we do business to mitigate these changes, our effective tax rate and our results of operations would be impacted.

Our ability to use our net operating losses or federal tax credits to offset future taxable income may be subject to certain limitations.

If our transfer pricing arrangements are ineffective, our tax liability may increase

Transfer pricing regulations in the United States, Australia, India, Mexico, the Netherlands, the Philippines, and other countries where we operate, require that cross-border transactions between affiliates be on arm’s-length terms. We carefully consider pricing for operations delivery, marketing, sales, and other services among our domestic and foreign subsidiaries to assure that they are at arm’s-length. If tax authorities determine that the transfer prices and terms that we have applied are not appropriate, our tax liability may increase, including accrued interest and penalties, thereby impacting our profitability and cash flows, and potentially resulting in a material adverse effect to our operations, effective tax rate and financial condition.

RISKS RELATED TO OUR INTERNATIONAL OPERATIONS

We face special risks associated with international operations

An important component of our business strategy is service delivery outside of the United States and our continuing international expansion. During 2022, we derived approximately 32% of our revenue from operations outside of the United States. Conducting business abroad is subject to a variety of risks, including:

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While we monitor and endeavor to mitigate in a timely manner the relevant regulatory, geopolitical, and other risks related to our operations outside of the United States, we cannot assess with certainty what impact such risks are likely to have over time on our business, and we can provide no assurance that we will always be able to mitigate these risks successfully and avoid adverse impact on our business and results of operations.

Our delivery model involves geographic concentration outside of the United States exposing us to significant operational risks

Our delivery centers and our corporate functions, outside of the United States, are concentrated in the Philippines, Mexico, India, and Bulgaria. Our business model is dependent on our ability to locate at least some of our delivery and corporate functions in low-cost jurisdictions around the globe. Our dependence on our delivery centers and corporate support functions in areas subject to frequent severe weather, natural disasters, health and security threats, and arbitrary government actions represents a particular risk. Natural disasters (floods, winds, and earthquakes), terrorist attacks, pandemics, large-scale utilities outages, telecommunication and transportation disruptions, labor or political unrest, and restriction on repatriation of funds at some of the locations where we do business may interrupt or limit our ability to operate or may increase our costs. Our business continuity and disaster recovery plans, while extensive, may not be effective, particularly if catastrophic events occur; and business interruption insurance that we procure to address some of these risks may not be always available or may not be affordable.

For these and other reasons, our geographic concentration in locations outside of the United States could result in a material adverse effect on our business, financial condition and results of operations.

We may face new risks as we expand into countries where we have no prior experience

Our clients sometimes ask us to establish new operations, quickly, in countries where we previously have not done business. New market entry is fraught with operational, security, regulatory compliance, safety, and corruption risks, and these risks are exacerbated when new operations are launched quickly. TTEC has experience in new market entry around the globe, but there can be no assurance that new operations in new countries would not result in financial losses and operational instability. If we elect not to follow our clients to markets where they wish to have services, we may lose lucrative contracts, including contracts in multiple jurisdictions where we have experience, or to competitors who are already established in the markets new to us, which would impact our financial results of operations.

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Our financial results may be adversely impacted by foreign currency exchange rate risk

Many contracts that we service from customer engagement centers or employees working from home based outside of the United States are typically priced, invoiced, and paid in U.S. and Australian dollars, the British poundpounds, or Euros, while the costs incurred to deliver thethese services and operate are incurred in the functional currencies of the applicable operating subsidiary.country of operations. The fluctuations between the currencies of the contract and operating currencies present foreign currency exchange risks. Furthermore, because our financial statements are denominated in U.S. dollars, but approximately 21%14% of our revenue is derived from contracts denominated in other currencies, our results of operations could be adversely affected if the U.S. dollar strengthens significantly against foreign currencies.

While we hedge at various levels against the effect of exchange rate fluctuations, we can provide no assurance that we will be able to continue to successfully manage this foreign currency exchange risk and avoid adverse impacts on our business, financial condition, and results of operations.

Legislation discouraging offshoring of service by United States companies or making such offshoring difficult could significantly affect our businessRISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

A perceived association between offshore service providers and the loss of jobs in the United States has been a focus of political debate in recent years. As a result, current and prospective clients may be reluctant to hire offshore service providers like TTEC to avoid negative perceptions and regulatory scrutiny. If they seek customer care and management capacity onshore that was previously available to them through outsourcers outside of the United States, they may elect to perform these services in-house instead of outsourcing the services onshore. Possible tax incentives for United States businesses to return offshored, including outsourced and offshored, services to the United States could also impact our clients’ continuing interest in using our services.

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Our inability to meet our clients’ or investors’ expectations for our environmental, social and governance (ESG) practices may impact our reputation and stock value

Our current and prospective clients and investors, our employees and other stakeholders are increasingly focused on our corporate environmental, social and governance (ESG) practices. Some of the regulators specific to industries we serve and to our public company status are also in the process of establishing certain ESG standards that we may or may not be able to meet. Although TTEC has a majorityrobust ESG program, it is scaled to the size of our business, and if our ESG program or our operations fail to meet the standards or expectations of our clients, investors, regulators, employees or other stakeholders, our reputation may be damaged and our business may be adversely impacted; we may find it difficult to recruit employees, and may lose business opportunities and investors.

Our stock price may fluctuate significantly due to many factors, some of which we cannot control

In recent years, the market value of our stock is heldhas fluctuated significantly due to many unrelated factors. Our results of operations directly impact our stock value, but many developments affecting the CX solutions industry, in general, and not directly related to us or controlled by a single controlling stockholder, which means that a change in controlus, may also have material impact on our stock value. For example, our stock value may be impacted by the performance of our companycompetitors and other similar companies, as it is perceived by investors and analysts in comparison to our performance; general economic, industry and market conditions; the announcement of acquisitions or consolidation in our industry; changes in key personnel; changes in market valuations of similar companies; fluctuations in currency exchange rates; our dividend policy as it compares to the dividend policies of other similar companies; investors’ perception about our business and our management team; the adequacy of our ESG practices; the passage of adverse legislation or other regulatory developments in countries where we do business; or the compositionstock market fluctuations due to geo political events, energy prices or terrorist activities.

Our stock value may also be impacted by financial projections that we provide to the public and whether these projections align with the expectations of our current investors, potential investors, and financial analysts who follow and comment on our stock. Any changes in our projections of our results of operations, or our failure to meet or exceed these projections and the investors’ and analysts’ expectations about our results of operations could result in material impact on our stock value.

While many of these factors impact the stock value of all companies in and outside of our industry, we may be more significantly impacted because of the Boardrelatively small trading volume of Directors will not occur without the approval of the controlling stockholder.our shares.

Our Chairman and Chief Executive Officer controls a majority of our stock and has control over all matters requiring action by our stockholders; and his interest may conflict with the interests of our other stockholders

Kenneth D. Tuchman, our Chairman and Chief Executive Officer, directly and beneficially owns approximately 61%59% of TTEC’s common stock. As a result, Mr. Tuchman could and does exercise significant influence and control over our business practices and strategy. As long as Mr. Tuchman continues to beneficially own more than 50% of our common stock he will be able toHe can elect all of the members of our Boardboard of Directors,directors, effect stockholder actions by written consent in lieu of stockholder meetings, and determine the outcome of all matters submitted to a vote of our stockholders, including matters involving mergers or other business combinations, the acquisition or disposition of assets, the occurrence of indebtedness, the issuance of any additional shares of common stock or other equity securities and the payment of dividends on our common stock.

The interest of Mr. Tuchman may not always coincide with the interest of our other stockholders, and Mr. Tuchman may seek to cause the Company to take actions that might involve risks to our business or adversely affect us or our other stockholders. For example, Mr. Tuchman’s control of TTEC could delay or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely, Mr. Tuchman’s control could result in the consummation of a transaction that our other stockholders do not support. As a controlling stockholder, Mr. Tuchman is generally entitled to vote his shares as he sees fit, which may not always be in the interest of our other stockholders. This concentrated control could also discourage partiesinvestors from acquiring our common stock or initiating potential mergers, takeovers or other change of control transactions, which could depress the trading price of our common stock.

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Our status as a “controlled company” could make our common stock less attractive to some investors or otherwise harm our stock price.price

Because we qualify as a “controlled company” under the listing rules of the NASDAQ Stock Market, we are not required to have a majority of our Boardboard of Directorsdirectors be independent, nor are we required to have an independent compensation committee or an independent nominating committee of the Board.board. While the Company has elected not to avail itself of these governance exceptions available to “controlled companies,” in the future, the Company may elect to do so. Accordingly, because of our “controlled company” status, theour other stockholders may not have the same protections affordedthat are available to stockholders of companies that are subject to all of the corporate governance rules for NASDAQ-listed companies. Our status as a controlled company“controlled company” could make our common stock less attractive to some investors or otherwise harm our stock price.

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ITEM 1B.  UNRESOLVED STAFF COMMENTSCOMMENTS

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We have not received written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of our 20192022 fiscal year that remain unresolved.

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