10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number: 001-11919

TeleTech Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	84-1291044
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9197 South Peoria Street

Englewood, Colorado 80112

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(303) 397-8100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.01 par value	NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes oNo x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  Yes o  No x

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 x  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 x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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. (Check one):

Large accelerated filer o	Accelerated filer x
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 x

As of June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, there were 56,615,262 shares of the registrant’s common stock outstanding. The aggregate market value of the registrant’s voting and non-voting common stock that was held by non-affiliates on such date was $528,201,476 based on the closing sale price of the registrant’s common stock on such date as reported on the NASDAQ Global Select Market.

As of February 23, 2012, there were 56,615,002 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required for Part III of this report is incorporated by reference to the proxy statement for the registrant’s 2012 annual meeting of stockholders.

Explanatory Note

TeleTech Holdings, Inc. (the “Company”) is filing this Amendment No. 1 to our Annual Report on Form 10-K for the period ended December 31, 2011, which was filed with the Securities and Exchange Commission on February 28, 2012 (the “Form 10-K”), solely to file a corrected Exhibit 101 to the Form 10-K.  The original Interactive Data File in the Form 10-K contains an error that does not add the last three zeros in data reported as “thousands”.

Pursuant to Rule 12b-15 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has included with this Amendment No. 1 currently-dated certifications by the Company’s principal executive officer and principal financial officer, as required by Exchange Act Rules 13a-14(a) and (b).

No other changes have been made to the Form 10-K.  This Amendment No. 1 speaks as of the original filing date of the Form 10-K and does not reflect any events that may have occurred subsequent to the original filing date.

1

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: July 10, 2012	By:	/s/ Kenneth D. Tuchman
		Kenneth D. Tuchman
		Chairman and Chief Executive Officer
Date: July 10, 2012	By:	/s/ Regina M. Paolillo
		Regina M. Paolillo
		Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description
31.01*	Rule 13a-14(a) Certification of CEO of TeleTech
31.02*	Rule 13a-14(a) Certification of CFO of TeleTech
32.01*	Written Statement of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.02*	Written Statement of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS***	XBRL Instance Document
101.SCH***	XBRL Taxonomy Extension Schema Document
101.CAL***	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB***	XBRL Taxonomy Extension Label Linkbase Document
101.PRE***	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF***	XBRL Taxonomy Extension Definition Linkbase Document

*

Filed herewith.

***

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2011, 2010 and 2009, (ii) Consolidated Balance Sheets as of December 31, 2011 and 2010, (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2011, 2010 and 2009, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009, and (v) Notes to Consolidated Financial Statements. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

3

EX-31.01

Exhibit 31.01

CERTIFICATION

I, Kenneth D. Tuchman, certify that:

1.I have reviewed this Annual Report on Form 10-K/A of TeleTech Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/  Kenneth D. Tuchman
		Kenneth D. Tuchman
		Chairman and Chief Executive Officer
		(Principal Executive Officer)
Date: July 10, 2012

EX-31.02

Exhibit 31.02

CERTIFICATION

I, Regina M. Paolillo, certify that:

1.I have reviewed this Annual Report on Form 10-K/A of TeleTech Holdings, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/  Regina M. Paolillo
		Regina M. Paolillo
		Chief Financial Officer
		(Principal Financial and Accounting Officer)
Date: July 10, 2012

EX-32.01

Exhibit 32.01

Written Statement of Chief Executive Officer

Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer of TeleTech Holdings, Inc. (the “Company”), hereby certifies that, to his knowledge on the date hereof:

a.The Annual Report on Form 10-K/A of the Company for the year ended December 31, 2011 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/  Kenneth D. Tuchman
		Kenneth D. Tuchman
		Chief Executive Officer
Date: July 10, 2012

EX-32.02

Exhibit 32.02

Written Statement of Acting Chief Financial Officer

Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Financial Officer of TeleTech Holdings, Inc. (the “Company”), hereby certifies that, to his knowledge on the date hereof:

a.The Annual Report on Form 10-K/A of the Company for the year ended December 31, 2011 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/  Regina M. Paolillo
		Regina M. Paolillo
		Chief Financial Officer
Date: July 10, 2012

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NET INCOME PER SHARE

12 Months Ended

Dec. 31, 2011

NET INCOME PER SHARE [Abstract]

NET INCOME PER SHARE

(18)NET INCOME PER SHARE

The following table sets forth the computation of basic and diluted net income per share for the periods indicated (amounts in thousands):

				Year Ended December 31,
				2011	2010	2009
Shares used in basic earnings per share calculation				56,669	60,361	62,891
	Effect of dilutive securities:
		Stock options		727	874	814
		Restricted stock units		564	557	533
		Performance-based restricted stock units		3	-	-
			Total effects of dilutive securities	1,294	1,431	1,347
Shares used in dilutive earnings per share calculation				57,963	61,792	64,238

For the years ended December 31, 2011, 2010 and 2009, 0.1 million, 0.1 million and 0.4 million, respectively, of options to purchase shares of common stock 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 years ended December 31, 2011, 2010 and 2009, restricted stock units of 0.6 million, 1.1 million, and 0.8 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 years ended December 31, 2011, 2010 and 2009, there were no performance-based restricted stock units outstanding but not included in the computation of diluted net income per share. For the years ended December 31, 2011, 2010 and 2009, restricted stock units that vest based on the Company achieving specified operating income performance targets, of 0.1 million, 0.1 million and 0.1 million, respectively, were outstanding but not included in the computation of diluted net income per share because they were not determined to be contingently issuable.

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ACQUISITIONS

12 Months Ended

Dec. 31, 2011

ACQUISITIONS [Abstract]

ACQUISITIONS

(2)ACQUISITIONS

eLoyalty

On May 28, 2011, the Company acquired certain assets and assumed certain liabilities of eLoyalty Corporation (“eLoyalty”), related to the Integrated Contract Solutions (“ICS”) business unit, and the eLoyalty trade name. The ICS business unit focuses on helping clients improve customer service business performance through the implementation of a variety of service centers. ICS generates revenue in three ways: (i) managed services that support and maintain clients' customer service center environment over the long-term; (ii) consulting services that assist the customer in implementation and integration of a customer service center solution; and (iii) product resale through the sale of third party software and hardware. eLoyalty operates out of an office in Austin, TX with an additional administrative location in Chicago, IL and has approximately 160 employees.

The up-front cash consideration was $40.9 million, subject to certain balance sheet adjustments of ($2.9) million as defined in the purchase and sale agreement, for a total purchase price of $38.0 million.

As of December 31, 2011, TeleTech had paid the total net purchase price of $38.0 million. The Company paid$0.3 million of acquisition related expenses as part of the eLoyalty purchase. These costs were recorded in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2011.

The following summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands). The estimates of fair value of identifiable assets acquired and liabilities assumed, are preliminary, pending completion of the valuation, thus are subject to revisions which may result in adjustments to the values presented below:

		Preliminary Estimates of Acquisition Date Fair Value
Cash		$	14
Accounts receivable			7,702
Prepaid assets - cost deferrals			14,726
Property, plant and equipment			897
Other assets			869
Deferred tax asset			3,735
Customer relationships			11,700
Software			1,200
Noncompete agreements			900
Trade name			3,300
Consulting services backlog			500
Goodwill			18,516
			64,059
Accounts payable			2,156
Accrued expenses			1,211
Deferred revenue			22,525
Other			192
			26,084
	Total purchase price	$	37,975

The customer relationship intangible asset is being amortized over 11 years. The goodwill recognized from the eLoyalty acquisition is attributable primarily to the assembled workforce of eLoyalty and significant opportunity for Company growth and marketing based on additional service offerings and capabilities. Since this acquisition is treated as an asset acquisition for tax purposes, the goodwill and associated intangible assets will be deductible for income tax purposes. The operating results of eLoyalty are reported within the North American BPO segment from the date of acquisition.

Peppers & Rogers Group

On November 30, 2010, the Company acquired an 80% interest in Peppers & Rogers Group. PRG is a leading global management consulting firm specializing in customer-centric strategies for Global 1000 companies and is recognized as a leading authority on customer-based strategies with a deep understanding of the most powerful levers that drive customer loyalty and business results. PRG currently operates offices on six continents across the globe, including headquarters in Stamford, Connecticut, and Istanbul, Turkey, along with regional offices in Belgium, Germany, United Arab Emirates, South Africa, Lebanon and Kuwait. PRG has approximately 150 employees.

The up-front cash consideration paid was $15.0 million plus a working capital adjustment of $7.1 million as defined in the purchase and sale agreement. The Company paid an estimated working capital adjustment of $7.9 million during the second quarter of 2011. Upon finalizing the opening balance sheet, the actual working capital adjustment was $7.1 million; therefore, the Company recorded a $0.8 million receivable included in Prepaids and other current assets in the Consolidated Balance Sheets as of December 31, 2011. An additional $5.0 million payment is due on March 1, 2012. This $5.0 million payment was recognized at fair value using a discounted cash flow approach with a discount rate of 18.4%. This measurement is based on significant inputs not observable in the market, which are deemed to be Level 3 inputs. The fair value on the date of acquisition was approximately $4.4 million and was included in Other long-term liabilities in the Consolidated Balance Sheets as of December 31, 2010. The fair value as of December 31, 2011 was $5.0 million and was included in Other current liabilities in the Consolidated Balance Sheets as of December 31, 2011. This value was accreted up to the $5.0 million payment using the effective interest rate method.

The purchase and sale agreement includes a contingent consideration arrangement that requires additional consideration to be paid in 2013 if PRG achieves a specified fiscal year 2012 earnings before interest, taxes depreciation and amortization (“EBITDA”) target. The range of the undiscounted amounts the Company could pay under the contingent consideration agreement is between zero and $5.0 million. The fair value of the contingent consideration recognized on the acquisition date was zero and was estimated by applying the income approach. This measure is based on significant inputs not observable in the market (Level 3 inputs). Key assumptions include (i) a discount rate of 30.6% percent and (ii) probability adjusted level of EBITDA between $9.0 million and $12.6 million. As of December 31, 2011, the fair value of the contingent consideration remains zero since it is currently not likely that PRG will reach its EBITDA target.

The fair value of the 20% noncontrolling interest of $6.0 million in PRG was estimated by applying a market approach. This fair value measurement is based on significant inputs not observable in the market (Level 3 inputs). The fair value estimates are based on assumed financial multiples of companies deemed similar to PRG, and assumed adjustments because of the lack of control or lack of marketability that market participants would consider when estimating fair value of the noncontrolling interest in PRG.

The purchase and sale agreement also included an option for the Company to acquire the remaining 20% interest in PRG exercisable in 2015 for a period of one year, with a one year extension (the “Initial Exercise Period”). If the Company does not acquire the remaining 20% of PRG pursuant to its call option during the Initial Exercise Period, PRG has an option to purchase the Company's 80% interest in PRG. The exercise price is based on a multiple of EBITDA as defined in the purchase and sale agreement.

The following summarizes the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date (in thousands).

		Acquisition Date Fair Value
Cash		$	2,202
Accounts receivable			16,175
Property, plant and equipment			322
Other assets			847
Customer relationships			9,300
Trade name			6,400
Goodwill			7,295
			42,541
Accounts payable			1,519
Accrued expenses			2,010
Deferred tax liability			3,690
Deferred revenue			660
Line of credit			570
Other			1,562
			10,011
Noncontrolling interest			6,000
	Total purchase price	$	26,530

The goodwill recognized from the PRG acquisition is attributable primarily to the assembled workforce of PRG, expected synergies, and other factors. None of the goodwill is deductible for income tax purposes. The operating results of PRG are reported within the International BPO segment from the date of acquisition.

The acquired businesses contributed revenues of $80.0 millionand $2.3 million and income (loss) from operations of $5.8 million and ($0.4) million to the Company for the years ended December 31, 2011 and December 31, 2010, respectively.

OnState

Subsequent to December 31, 2011, the Company entered into an asset purchase agreement with OnState Communications Corporation (“OnState”) to acquire 100% of its assets and assume certain of its liabilities for total cash consideration of $3.3 million. OnState provides hosted business process outsourcing solutions to a variety of small businesses. As of December 31, 2011, the Company had paid a deposit of $3.0 million towards the purchase price of OnState. The cash payment was classified as a non-current asset since the cash paid will be applied towards a business combination primarily made up of non-current intangible assets. The cash payment is included in Other long-term assets in the Consolidated Balance Sheets as of December 31, 2011. The Company released the deposit from escrow and obtained control of OnState on January 1, 2012.

iKnowtion

As of February 27, 2012, the Company entered into an agreement to acquire an 80% interest in iKnowtion, LLC (“iKnowtion”) with the ability to acquire the remaining 20% after 2015 at pre-determined EBITDA multiples. iKnowtion integrates proven marketing analytics methodologies and business consulting capabilities to help clients improve performance in three critical areas: demand generation, increased wallet share, and channel optimization.The Company paid $1.0 million upon closing with deferred payments of up to $4.8 million to acquire 80% of iKnowtion.

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OTHER FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2011

OTHER FINANCIAL INFORMATION [ABSTRACT]

OTHER FINANCIAL INFORMATION

(22)OTHER FINANCIALINFORMATION

Self-insurance liabilitiesof the Company which are included in Accrued employee compensation and benefits and Other accrued expenses in the accompanying Consolidated Balance Sheets were as follows (amounts in thousands):

		December 31,
		2011		2010
Worker's compensation		$	2,507	$	2,720
Employee health and dental insurance			3,324		2,912
Other general liability insurance			1,225		1,221
	Total self-insurance liabilities	$	7,056	$	6,853

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2011

RELATED PARTY TRANSACTIONS [Abstract]

RELATED PARTY TRANSACTIONS

(21)RELATED PARTY TRANSACTIONS

The Company has entered into an agreement under which Avion, LLC (“Avion”) provides certain aviation flight services as requested by the Company. Such services include the use of an aircraft and flight crew. Kenneth D. Tuchman, Chairman and Chief Executive Officer of the Company, has a direct 100% beneficial ownership interest in Avion. During 2011, 2010 and 2009, the Company paid $1.5 million, $1.5 million and $0.6 million, respectively, to Avion for services provided to the Company. There were no amounts outstanding to Avion as of December 31, 2011.

During 2011, the Company contracted for consulting services with Lender Live, a company owned by a member of the Board of Directors of the Company. During 2011, the Company accrued $0.2 million for services provided to the Company by Lender Live, for which the payment was made in 2012.

The Audit Committee of the Board of Directors reviews these transactions annually and has determined that the fees charged by these related parties are at fair market value.

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DECONSOLIDATION OF A SUBSIDIARY

12 Months Ended

Dec. 31, 2011

DECONSOLIDATION OF SUBSIDIARY [Abstract]

DECONSOLIDATION OF A SUBSIDIARY

(23)DECONSOLIDATION OF A SUBSIDIARY

On December 22, 2008, Newgen Results Corporation (“Newgen”), a wholly-owned subsidiary of the Company, filed a voluntary petition for liquidation under Chapter 7 in the United States Bankruptcy Court for the District of Delaware. The consolidation of a majority-owned subsidiary is precluded where control does not rest with the majority owners and under legal reorganization or bankruptcy control rests with the Bankruptcy Court. Accordingly, the Company deconsolidated Newgen as of December 22, 2008.

On September 9, 2010, Newgen settled a legal claim for $3.6 million that was paid for by the Company on behalf of Newgen. As a result of the legal settlement, the Company recognized a $5.9 million gain in Other income (expense), net and a $2.3 million expense in Provision for income taxes for the year 2010. As of December 31, 2011 and 2010, the Company's negative investment in Newgen was $0.1 million as presentedin the accompanying Consolidated Balance Sheets.

The following condensed financial statements of Newgen have been prepared to show the remaining liabilities subject to compromise by the Bankruptcy Court to be reported separately from the liabilities not subject to compromise (pre and post rent settlement). All liabilities included in the condensed financial statements below are subject to compromise as of December 31, 2011and represent the current estimate of the amount of known or potential pre-petition claims that are subject to final settlement. Such claims remain subject to future adjustments.

				December 31, 2011		December 31, 2010		December 31, 2009
Total current assets			$	127	$	127	$	1,700
Total long-term assets				-		-		2,379
	Total assets		$	127	$	127	$	4,079
Total current liabilities			$	203	$	203	$	7,886
	Total liabilities			203		203		7,886
		Total stockholders' deficit		(76)		(76)		(3,807)
		Total liabilities and stockholders' deficit	$	127	$	127	$	4,079

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QUARTERLY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Dec. 31, 2011

QUARTERLY FINANCIAL DATA (UNAUDITED) [Abstract]

QUARTERLY FINANCIAL DATA (UNAUDITED)

(24)       QUARTERLY FINANCIAL DATA (UNAUDITED)

The following tables present certain quarterly financial data for the year ended December 31, 2011 (amounts in thousands except per share amounts).

				First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Revenue				$	280,979	$	293,636	$	304,235	$	300,538
Cost of services					199,121		210,358		220,795		218,088
Selling, general and administrative					47,801		47,283		43,445		50,273
Depreciation and amortization					11,598		11,423		11,807		10,061
Restructuring charges, net					739		(57)		1,616		1,353
Impairment losses					230		-		-		-
	Income from operations				21,490		24,629		26,572		20,763
		Other income (expense)			(270)		(1,276)		(633)		279
		(Provision) benefit for income taxes			(9,849)		(129)		496		(3,797)
		Non-controlling interest			(898)		(1,007)		(1,064)		(1,132)
			Net income attributable to TeleTech stockholders	$	10,473	$	22,217	$	25,371	$	16,113
Weighted average shares outstanding
	Basic				57,190		56,713		56,476		56,309
	Diluted				58,797		57,974		57,748		57,500
Net income per share attributable to TeleTech stockholders
	Basic			$	0.18	$	0.39	$	0.45	$	0.29
	Diluted			$	0.18	$	0.38	$	0.44	$	0.28

Included in Cost of services and selling, general and administrative expenses in the third quarter is a $2.8 million reduction for variable incentive compensation.

Included in the Provision for Income Taxes for the first and fourth quarter is an increase of $9.0 million and a decrease of $0.4 million respectively related to the adverse decision by the Canadian Revenue Agency (“CRA”) in regards to the Company's attempt to recover taxes paid to Canada with respect to the years 2001 and 2002.  Also included in the Provision for income taxes in the first, second and third quarter is a reduction in expense related to the mediated settlement reached with the IRS concerning tax refund claims of $2.9 million, $5.7 million and $3.0 million respectively.  Also included in the third quarter is a $1.4 million benefit related to the Company's 2010 foreign earnings repatriation.

The following tables present certain quarterly financial data for the year ended December 31, 2010 (amounts in thousands except per share amounts).

				First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Revenue				$	271,526	$	271,927	$	271,005	$	280,448
Cost of services					194,618		198,194		193,996		202,889
Selling, general and administrative					43,408		39,741		40,572		42,091
Depreciation and amortization					12,724		12,946		12,452		12,096
Restructuring charges, net					1,469		1,304		3,579		7,124
Impairment losses					-		679		327		952
	Income from operations				19,307		19,063		20,079		15,296
		Other income (expense)			(211)		332		7,295		808
		Provision for income taxes			(5,054)		(5,071)		(7,586)		(10,720)
		Non-controlling interest			(755)		(922)		(1,118)		(869)
			Net income attributable to TeleTech stockholders	$	13,287	$	13,402	$	18,670	$	4,515
Weighted average shares outstanding
	Basic				61,877		61,117		59,808		58,690
	Diluted				63,483		62,317		61,028		60,369
Net income per share attributable to TeleTech stockholders
	Basic			$	0.21	$	0.22	$	0.31	$	0.08
	Diluted			$	0.21	$	0.22	$	0.31	$	0.07

Included in Revenue for the first quarter is a $2.0 million reduction for disputed service delivery issues which occurred in 2009.

Included in Selling, general and administrative for the second and fourth quarters, respectively, is a decrease of $0.3 million and $1.1 million due to change in estimates relating to self-insurance liabilities.

Included in Other income (expense) for the third quarter is a $5.9 million gain related to the settlement of a Newgen legal claim.

Included in Provision for income taxes for the third quarter is a $2.3 million expense related to the gain described above.

Included in the Provision for income taxes for the fourth quarter is a $5.6 million expense related repatriation of foreign earnings previously considered permanently invested outside the U.S., an increase of $2.5 million in the U.S. deferred tax liability related to foreign tax assets that can no longer offset taxable income in more than one jurisdiction, an increase of $6.6 million in the deferred tax valuation allowance of which $3.7 million is related to certain European markets, and a $2.3 million expense related to our legal settlement included in Other income (expense) and $0.7 million in other items, offset by a $4.0 million benefit related to foreign tax planning strategies associated with the International operations.

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OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2011

OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1)OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overview

TeleTech Holdings, Inc. and its subsidiaries (“TeleTech” or the “Company”) serve their clients through the primary businesses of Business Process Outsourcing (“BPO”), which provides outsourced business process, customer management, hosted technology, premise based technology, consulting and marketing services for a variety of industries via operations in the U.S., Argentina, Australia, Belgium, Brazil, Canada, China, Costa Rica, England, France, Germany, Ghana,Italy,Kuwait, Lebanon, Mexico, New Zealand, Northern Ireland, the Philippines, Scotland, South Africa, Spain, Turkey, and the United Arab Emirates.

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 inPeppers & Rogers Group (“PRG”) which was acquired on November 30, 2010 (see Note 2 for additional information).All intercompany balances and transactions have been eliminated in consolidation. Operating results for the year ended December 31, 2010 included a $2.0 million reduction to revenue for disputed service delivery issues that occurred in 2009.

Certain amounts for 2010 and 2009 have been reclassified in the Consolidated Financial Statements to conform to the 2011 presentation.

Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the U.S. (“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, 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.

Concentration of Credit Risk

The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and derivative instruments. Historically, the losses related to credit risk have been immaterial. The Company regularly monitors its credit risk to mitigate the possibility of current and future exposures resulting in a loss. The Company evaluates the creditworthiness of its clients prior to entering into an agreement to provide services and as necessary through the life of the client relationship. The Company does not believe it is exposed to more than a nominal amount of credit risk in its derivative hedging activities, as the Company diversifies its activities across six well-capitalized, investment-grade financial institutions.

Fair Value of Financial Instruments

Fair values of cash equivalents and accounts receivable and payable approximate the carrying amounts because of their short-term nature.

Cash and Cash Equivalents

The Company considers all cash and highly liquid short-term investments with an original maturity of 90 days or less to be cash equivalents. The Company manages a global treasury function in the United States with a particular focus on centralizing and safeguarding its global cash and cash equivalent reserves. While the Company generally prefers to hold U.S. Dollars, it maintains adequate cash in the functional currency of its foreign subsidiaries to support local operating costs. The Company believes that it has effectively mitigated and managed its risk relating to its global cash through its cash management practices, banking partners, and high quality investments. However, the Company can provide no assurances that it will not sustain losses.

Accounts Receivable

An allowance for doubtful accounts is determined based on the aging of the Company's accounts receivable, historical experience, client financial condition, and management judgment. The Company writes off accounts receivable against the allowance when the Company determines a balance is uncollectible.

Derivatives

The Company enters into foreign exchange forward and option contracts to reduce its exposure to currency exchange rate fluctuations that are associated with forecasted revenue earned in foreign locations. The Company also enters into interest rate derivatives which 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 under current accounting standards. The Company also entered into foreign exchange forward contracts to hedge its net investment in a foreign operation. The Company formally documents at the inception of the hedge all relationships between hedging instruments and hedged items as well as its risk management objective and strategy for undertaking various hedging activities.

All derivative financial instruments are reported at fair value and recorded in Other assets and Other liabilities in the accompanying Consolidated Balance Sheets at fair value. Changes in fair value of derivative instruments designated as cash flow hedges are recorded in Accumulated other comprehensive income (loss), a component of Stockholders' Equity, to the extent they are deemed effective. Ineffectiveness is measured based on the change in fair value of the forward contracts and the fair value of the hypothetical derivatives with terms that match the critical terms of the risk being hedged. Based on the criteria established by current accounting standards, the Company's cash flow hedge contracts are deemed to be highly effective. Changes in fair value of the Company's net investment hedge are recorded in cumulative translation adjustment in Accumulated other comprehensive income (loss)in the accompanying Consolidated Balance Sheets offsetting the change in cumulative translation adjustment attributable to the hedged portion of the Company's net investment in the foreign operation. Any realized gains or losses resulting from the foreign currency cash flow hedges are recognized together with the hedged transaction within Revenue. Any realized gains or losses from the interest rate swaps are recognized in interest income(expense). Gains and losses from the settlements of the Company's net investment hedges remain in Accumulated other comprehensive income (loss) until partial or complete liquidation of the applicable net investment.

The Company also enters into fair value derivative contracts that hedge against foreign currency exchange gains and losses primarily associated with short-term payables and receivables. Changes in the fair value of derivative instruments designated as fair value hedges affect the carrying value of the asset or liability hedged, with changes in both the derivative instrument and the hedged asset or liability being recognized in Other income (expense), net in the accompanying Consolidated Statements of Operations and Comprehensive Income.

In addition to hedging activities, the Company has embedded derivatives in certain foreign lease contracts. The Company bifurcates and calculates the fair values ofthe embedded derivative feature from the host contract with any changes in fair value of the embedded derivatives recognized in Cost of services.

Property, Plant and Equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and amortization. Maintenance, repairs and minor renewals are expensed as incurred.

Depreciation and amortization are computed on the straight-line method based on the following estimated useful lives:

Building	25 years
Computer equipment and software	3 to 5 years
Telephone equipment	4 to 7 years
Furniture and fixtures	5 years
Leasehold improvements	Lesser of economic useful life (typically 10 years)
	or original lease term
Other	3 to 7 years

The Company evaluates the carrying value of property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An asset is considered to be impaired when the forecasted undiscounted cash flows of an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of forecasted future cash flows.

Software Development Costs

The Company capitalizes costs incurred to acquire or develop software for internal use. Capitalized software development costs are amortized using the straight-line method over an estimated useful life equal to the lesser of the license term or 4 years.

Goodwill

The Company evaluates goodwill for possible impairment at least annually in the fourth quarter, and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses a three step process to assess the realizability of goodwill based on recently adopted accounting guidance. The first step, Step 0, is a qualitative assessment that analyzes current economic indicators associated with a particular reporting unit. For example, the Company analyzes changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there would be a significant decline to the fair value of a particular reporting unit. A qualitative assessment also includes analyzing the excess fair value of a reporting unit over its carrying value from impairment assessments performed in previous years. If the qualitative assessment indicates a stable or improved fair value, no further testing is required.

If a qualitative assessment indicates that a significant decline to fair value of a reporting unit is more likely than not, or if a reporting unit's fair value has historically been closer to its carrying value, the Company will proceed to Step 1 testing where the Company calculates the fair value of a reporting unit based on discounted future probability-weighted cash flows. If Step 1 indicates that the carrying value of a reporting unit is in excess of its fair value, the Company will proceed to Step 2 where the fair value of the reporting unit will be allocated to assets and liabilities as they would in a business combination. Impairment occurs when the carrying amount of goodwill exceeds its estimated fair value calculated in Step 2.

Contract Acquisition Costs

Amounts paid to or on behalf of clients to obtain long-term contracts are capitalized and amortized in proportion to the initial expected future revenue from the contract, which in most cases results in straight-line amortization over the life of the contract. These costs are recorded as a reduction to Revenue. The Company evaluates the recoverability of these costs based on the individual underlying client contracts' forecasted future cash flows.

Other Intangible Assets

The Company has other intangible assets that include customer relationships (definite-lived) and trade names (indefinite-lived). Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from less than one year to 11 years. The Company evaluates the carrying value of its definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An asset is considered to be impaired when the forecasted undiscounted cash flows of an asset group are estimated to be less than its carrying value. The Company evaluates indefinite-lived intangible assets for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An intangible asset with an indefinite life (a trade name) is evaluated for possible impairment by comparing the fair value of the asset with its carrying value. Fair value is estimated as the discounted value of future revenues arising from a trade name using a royalty rate that an independent party would pay for use of that trade name. An impairment charge is recorded if the trade name's carrying value exceeds its estimated fair value.

Self Insurance Liabilities

The Company self-insures for certain levels of workers' compensation, employee health and general liability insurance. The Company records estimated liabilities for these insurance lines based upon analyses of historical claims experience. The most significant assumption the Company makes in estimating these liabilities is that future claims experience will emerge in a similar pattern with historical claims experience. The liabilities related to workers' compensation and employee health insurance are included in Accrued employee compensation and benefits in the accompanying Consolidated Balance Sheets. The liability for other general liability insurance is included in Other accrued expenses in the accompanying Consolidated Balance Sheets.

Restructuring Liabilities

The Company routinely assesses the profitability and utilization of its delivery centers and existing markets. In some cases, the Company has chosen to close under-performing delivery centers and complete reductions in workforce to enhance future profitability. Severance payments that occur from reductions in workforce are in accordance with the Company's postemployment plans and/or statutory requirements that are communicated to all employees upon hire date; therefore, severance liabilities are recognized when they are determined to be probable and reasonably estimable. Other liabilities for costs associated with an exit or disposal activity are recognized when the liability is incurred, rather than upon commitment to a plan.

A significant assumption used in determining the amount of estimated liability for closing delivery centers is the future lease payments on vacant centers, which the Company determines based on its ability to successfully negotiate early termination agreements with landlords and/or to sublease the facility. If the Company's actual results differ from these estimates, additional gains or losses would be recorded within Restructuring charges, net in the accompanying Consolidated Statements of Operations and Comprehensive Income. The accrual for restructuring liabilities is included in Other accrued expenses in the accompanying Consolidated Balance Sheets.

Grant Advances

The Company receives grants from various government levels as an incentive to locate delivery centers in their jurisdictions. The Company's policy is to account for grant monies received in advance as a liability and recognize to income as either a reduction to Cost of services or Depreciation expense over the term of the grant, when it is reasonably assured that the conditions of the grant have been or will be met.

Income Taxes

Accounting for income taxes requiredrecognition of deferred tax assets and liabilities for the expected future income tax consequences of transactions that have been included in the Consolidated Financial Statements or tax returns. 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 enacted tax rates in effect for the year in which the differences are expected to reverse. Gross deferred tax assets may then be reduced by a valuation allowance for amounts that do not satisfy the realization criteria established by current accounting standards.

The Company accounts for uncertain tax positions using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. The Company evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on the consideration of several factors including changes in facts or circumstances, changes in applicable tax law, and settlement of issues under audit. The Company recognizes interest and penalties related to uncertain tax positions as a part of the Provision for income taxes in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The Company provides for U.S. income tax expense on the earnings of foreign subsidiaries unless the subsidiaries' earnings are considered permanently reinvested outside the U.S.

Equity-Based Compensation Expense

Equity-based compensation expense for all share-based payment awards granted is determined based on the grant-date fair value net of an estimated forfeiture rate on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the share-based payment award. The Company estimates the forfeiture rate annually based on its historical experience of forfeited awards.

Foreign Currency Translation

The assets and liabilities of the Company's foreign subsidiaries, whose functional currency is not the U.S. dollar, are translated at the exchange rates in effect on the last day of the period and income and expenses are translated using the monthly average exchange rates in effect for the period in which the items occur. Foreign currency translation gains and losses are recorded in Accumulated other comprehensive income (loss) within equity. Foreign currency transaction gains and losses are included in Other income (expense), net in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Revenue Recognition

The Company recognizes revenue when evidence of an arrangement exists, the delivery of service has occurred, the fee is fixed or determinable and collection is reasonably assured. The BPO inbound and outbound service fees are based on either a per minute, per hour, per transaction or per call basis. Certain client programs provide for adjustments to monthly billings based upon whether the Company achieves, exceeds or fails certain performance criteria. Adjustments to monthly billings consist of contractual bonuses/penalties, holdbacks and other performance based contingencies. Revenue recognition is limited to the amount that is not contingent upon delivery of future services or meeting other specified performance conditions.

Revenue also consists of services for agent training, program launch, professional consulting, fully-hosted or managed technology and learning innovation services. These service offerings may contain multiple element arrangements whereby the Company determines if those service offerings represent separate units of accounting. A deliverable constitutes a separate unit of accounting when it has standalone value, and where return rights exist, delivery or performance of the undelivered items is considered probable and substantially within our control. If those deliverables are determined to be separate units of accounting, revenue is recognized as services are provided. If those deliverables are not determined to be separate units of accounting, revenue for the delivered services are bundled into one unit of accounting and recognized over the life of the arrangement or at the time all services and deliverables have been delivered and satisfied. The Company allocates revenue to each of the deliverables based on a selling price hierarchy of vendor specific objective evidence (“VSOE”), third-party evidence, and then estimated selling price. VSOE is based on the price charged when the deliverable is sold separately. Third-party evidence is based on largely interchangeable competitor services in standalone sales to similarly situated customers. Estimated selling price is based on the Company's best estimate of what the selling prices of deliverables would be if they were sold regularly on a standalone basis. Estimated selling price is established considering multiple factors including, but not limited to, pricing practices in different geographies, service offerings, and customer classifications. Once the Company allocates revenue to each deliverable, the Company recognizes revenue when all revenue recognition criteria are met.

Periodically, the Company will make certain expenditures related to acquiring contracts or provide up-front discounts for future services. These expenditures are capitalized as Contract Acquisition Costs and amortized in proportion to the expected future revenue from the contract, which in most cases results in straight-line amortization over the life of the contract. Amortization of these costs is recorded as a reduction to revenue.

Deferred Revenue and Costs

The Company records amounts billed and received, but not earned, as deferred revenue. These amounts are recorded in Deferred revenue or as a component of Other long-term liabilities in the accompanying Consolidated Balance Sheets based on the period over which the Company expects to render services.

Current accounting standardsrequire the deferral of revenue for initial training that occurs upon commencement of a new client contract if that training is billed separately to a client. Accordingly, the corresponding training costs, consisting primarily of labor and related expenses, are also deferred. In these circumstances, both the training revenue and costs are amortized straight-line over the life of the client contract as a component of Revenue and Cost of services, respectively. In situations where these initial training costs are not billed separately, but rather included in the hourly service rates paid by the client over the life of the contract, no deferral is necessary as the revenue is being recognized over the life of the contract and the associated training costs are expensed as incurred.

Rent Expense

The Company has negotiated certain rent holidays, landlord/tenant incentives and escalations in the base price of rent payments over the initial term of its operating leases. The initial term includes the “build-out” period of leases, where no rent payments are typically due. The Company recognizes rent holidays and rent escalations on a straight-line basis to rent expense over the lease term. The landlord/tenant incentives are recorded as an increase to deferred rent liabilities and amortized on a straight line basis to rent expense over the initial lease term.

Asset Retirement Obligations

Asset retirement obligations relate to legal obligations associated with the retirement of long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets.

The Company records all asset retirement obligations at estimated fair value. The Company's asset retirement obligations primarily relate to clauses in its delivery center operating leases which require the Company to return the leased premises to its original condition. The associated asset retirement obligations are capitalized as part of the carrying amount of the underlying asset and depreciated over the estimated useful life of the asset. The liability, reported within Other long-term liabilities, is accreted through charges to operating expenses. If the asset retirement obligation is settled for an amount other than the carrying amount of the liability, the Company recognizes a gain or loss on settlement.

Recently Issued Accounting Pronouncements

Effective January 1, 2011, the Company adopted new revenue guidance that requires an entity to apply the relative selling price allocation method in order to estimate a selling price for all units of accounting, including delivered items when vendor-specific objective evidence or acceptable third-party evidence does not exist. The adoption of this standard did not have a material impact on the Company's results of operations, financial position, or cash flows.

In December 2010, the FASB issued new guidance related to goodwill impairment testing. The new guidance clarifies the requirements of when to perform step 2 of impairment testing for goodwill for reporting units with zero or negative carrying amounts. The Company adopted this guidance on January 1, 2011 and it did not have a material impact on the Company's results of operations, financial position, or cash flows because the Company has not historically had or is expected to have a reporting unit with goodwill and a zero or negative carrying amount.

In May 2011, the FASB amended its guidance, to converge fair value measurement and disclosure guidance in U.S. GAAP with International Financial Reporting Standards (“IFRS”). IFRS is a comprehensive series of accounting standards published by the International Accounting Standards Board. The amendment changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The FASB does not intend for the amendment to result in a change in the application of the requirements in the current authoritative guidance. The amendment becomes effective prospectively for the Company's interim period ending March 31, 2012. Early application is not permitted. The Company does not expect the amendment to have a material impact on its financial position, results of operations or cash flows.

In June 2011, the FASB amended its guidance on the presentation of comprehensive income. Under the amended guidance, an entity has the option to present comprehensive income in either one or two consecutive financial statements. A single statement must present the components of net income and total net income, the components of other comprehensive income and total other comprehensive income, and a total for comprehensive income. In a two-statement approach, an entity must present the components of net income and total net income in the first statement. That statement must be immediately followed by a financial statement that presents the components of other comprehensive income, a total for other comprehensive income, and a total for comprehensive income. The option under current guidance that permits the presentation of other comprehensive income in the statement of changes in stockholders' equity has been eliminated. The amendment becomes effective retrospectively for the Company's interim period ending March 31, 2012.

In September 2011, the FASB amended its guidance on the annual testing of goodwill for impairment. The amended guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under the current accounting standards. This guidance will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption of this amended guidance is permitted. The Company early adopted this amended guidance and applied a more qualitative assessment for its annual goodwill impairment test performed on December 1, 2011.The adoption of this guidance did not have a material impact on its financial position, results of operations or cash flows.

In December 2011, the FASB issued additional guidance related to the presentation of other comprehensive income. This guidance is intended to allow the FASB time to re-deliberate whether it is necessary to require entities to present the effects of reclassifications out of accumulated other comprehensive income in both the statement in which net income is presented and the statement in which other comprehensive income is presented. This guidance defers the effective date of only those provisions in the other comprehensive income guidance that relate to the presentation of reclassification adjustments out of other comprehensive income and reinstates the previous requirements to present reclassification adjustments either on the face of the statement in which other comprehensive income is reported or to disclose them in a note to the financial statements. The amendments in this new guidance are effective at the same time as the amendments in the other comprehensive income guidance explained above, which is for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations or cash flows.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 156,371	$ 119,385
Accounts receivable, net	243,636	233,706
Prepaids and other current assets	37,434	38,486
Deferred tax assets, net	22,994	8,770
Income tax receivable	17,847	23,869
Total current assets	478,282	424,216
Long-term assets
Property, plant and equipment, net	100,321	105,528
Goodwill	70,844	52,707
Contract acquisition costs, net	2,866	2,782
Deferred tax assets, net	32,512	37,944
Other long-term assets	62,153	37,446
Total long-term assets	268,696	236,407
Total assets	746,978	660,623
Current liabilities
Accounts payable	27,555	23,599
Accrued employee compensation and benefits	71,500	72,406
Other accrued expenses	33,816	40,682
Income tax payable	10,051	23,175
Deferred tax liabilities, net	912	2,235
Deferred revenue	15,895	5,570
Other current liabilities	10,282	4,584
Total current liabilities	170,011	172,251
Long-term liabilities
Line of credit	64,000	0
Negative investment in deconsolidated subsidiary	76	76
Deferred tax liabilities, net	3,020	3,559
Deferred rent	6,729	10,363
Other long-term liabilities	32,895	19,556
Total long-term liabilities	106,720	33,554
Total liabilities	276,731	205,805
Commitments and contingencies (Note 15)	0	0
Stockholders' equity
Preferred stock - $0.01 par value: 10,000,000 shares authorized; zero shares outstanding as of December 31, 2011 and December 31, 2010	0	0
Common stock - $0.01 par value; 150,000,000 shares authorized; 56,635,319 and 57,875,269 shares outstanding as of December 31, 2011 and December 31, 2010, respectively	566	579
Additional paid-in capital	350,386	349,157
Treasury stock at cost: 25,416,934 and 24,179,176 shares as of December 31, 2011 and December 31, 2010, respectively	(357,267)	(322,946)
Accumulated other comprehensive income (loss)	(5,474)	20,334
Retained earnings	470,776	396,602
Noncontrolling interest	11,260	11,092
Total stockholders' equity	470,247	454,818
Total liabilities and stockholders' equity	$ 746,978	$ 660,623

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash flows from operating activities
Net income	$ 78,275	$ 53,538	$ 75,566
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	44,889	50,218	56,991
Amortization of contract acquisition costs	1,680	5,267	3,450
Amortization of debt issuance costs and other	589	672	596
Accretion expense	544	132	90
Provision for doubtful accounts	363	600	1,412
Loss (gain) on disposal of assets	(415)	(617)	1,603
Impairment losses	230	1,958	4,587
Deferred income taxes	1,658	(3,030)	6,066
Excess tax benefit from equity-based awards	(6,491)	(1,783)	(484)
Equity-based compensation expense	15,856	13,372	11,640
(Gain) loss on foreign currency derivatives	1,073	(128)	(192)
Gain on Newgen legal settlement, net of tax	0	(3,542)	0
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(5,789)	(87)	27,258
Prepaids and other assets	3,578	17,664	(8,651)
Accounts payable and accrued expenses	(16,502)	19,683	(19,142)
Deferred revenue and other liabilities	(5,739)	(19,462)	(118)
Net cash provided by operating activities	113,799	134,455	160,672
Cash flows from investing activities
Proceeds from sale of property, plant, and equipment	2,034	0	0
Proceeds from grant for property, plant and equipment	357	0	785
Purchases of property, plant and equipment	(38,667)	(26,800)	(24,973)
Settlement of foreign currency contracts for net investment hedging	0	0	(1,727)
Payment for contract acquisition costs	(1,758)	0	(3,900)
Investment in deconsolidated subsidiary	0	(3,600)	0
Deposit on pending acquisition	(3,026)	0	0
Acquisitions, net of cash acquired of $14 and $2,202, respectively	(45,871)	(12,798)	0
Net cash used in investing activities	(86,931)	(43,198)	(29,815)
Cash flows from financing activities
Proceeds from line of credit	678,200	1,257,100	920,960
Payments on line of credit	(614,200)	(1,257,100)	(1,001,760)
Payments on capital lease obligations and equipment financing	(2,099)	(3,749)	(2,332)
Dividends distributed to noncontrolling interest	(3,548)	(4,140)	(3,690)
Proceeds from exercise of stock options	14,762	2,792	6,159
Excess tax benefit from equity-based awards	6,491	1,783	484
Purchase of treasury stock	(63,693)	(80,295)	(34,766)
Payments of debt issuance costs	(22)	(2,288)	0
Net cash provided by (used in) financing activities	15,891	(85,897)	(114,945)
Effect of exchange rate changes on cash and cash equivalents	(5,773)	4,601	5,570
Increase in cash and cash equivalents	36,986	9,961	21,482
Cash and cash equivalents, beginning of period	119,385	109,424	87,942
Cash and cash equivalents, end of period	156,371	119,385	109,424
Supplemental disclosures
Cash paid for interest	4,013	2,217	2,775
Cash paid for income taxes	24,336	15,593	24,543
Non-cash investing and financing activities
Acquisition of equipment through installment purchase agreements	0	186	3,971
Landlord incentives credited to deferred rent	0	810	165
Grant income credited to property, plant and equipment	110	0	745
Recognition of asset retirement obligations	$ 278	$ 406	$ 183

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2011

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

(15)COMMITMENTS AND CONTINGENCIES

Letters of Credit

As of December 31, 2011, outstanding letters of credit under the Credit Agreement totaled $4.5 million and primarily guaranteed workers' compensation and other insurance-related obligations. As of December 31, 2011, letters of credit and contract performance guarantees issued outside of the Credit Agreement totaled $1.3 million.

Guarantees

The Company's Credit Facility is guaranteed by certain of the Company's domestic subsidiaries.

On March 31, 2010, the Company sold a corporate aircraft that was financed under a synthetic operating lease. Accordingly, the Company elected to exercise its purchase option rights under the lease for a specified amount. Simultaneous with the purchase, the Company sold the aircraft to an unrelated third-party. The proceeds from the aircraft sale were used to satisfy the lease obligations and other sales-related expenses, with the Company realizing a net gain of approximately $137,000, which was recorded in Other income (expense), net in the accompanying Consolidated Statements of Operations and Comprehensive Income during 2010.

Legal Proceedings

From time to time, we have been involved in claims and lawsuits, both as plaintiff and defendant, which arise in the ordinary course of business. Accruals for claims or lawsuits have been provided for to the extent that losses are deemed both probable and estimable. Although the ultimate outcome of these claims or lawsuits cannot be ascertained, on the basis of present information and advice received from counsel, we believe that the disposition or ultimate resolution of such claims or lawsuits will not have a material adverse effect on our financial position, cash flows or results of operations.

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

12 Months Ended

Dec. 31, 2011

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

(17)ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes Accumulated other comprehensive income (loss) for the periods indicated (amounts in thousands):

		Translation Adjustments
		Foreign Currency Translation Adjustments		Net Investment Hedges		Cash Flow Hedges		Other		Totals
Accumulated other comprehensive
	income (loss) at December 31, 2008	$	(12,236)	$	507	$	(21,180)	$	(111)	$	(33,020)
Gross changes			19,613		(1,727)		47,072		-		64,958
Tax			-		-		(21,425)		-		(21,425)
Other comprehensive income (loss), net of tax			19,613		(1,727)		25,647		-		43,533
Accumulated other comprehensive
	income (loss) at December 31, 2009		7,377		(1,220)		4,467		(111)		10,513
Gross changes			7,990		-		4,583		(792)		11,781
Tax			-		-		(1,960)		-		(1,960)
Other comprehensive income (loss), net of tax			7,990		-		2,623		(792)		9,821
Accumulated other comprehensive
	income (loss) at December 31, 2010		15,367		(1,220)		7,090		(903)		20,334
Gross changes			(12,057)		-		(21,337)		(655)		(34,049)
Liquidation of foreign subsidiary			(154)								(154)
Tax			-		-		8,395		-		8,395
Other comprehensive income (loss), net of tax			(12,211)		-		(12,942)		(655)		(25,808)
Accumulated other comprehensive
	income (loss) at December 31, 2011	$	3,156	$	(1,220)	$	(5,852)	$	(1,558)	$	(5,474)

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Consolidated Statements of Cash Flows (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Cash flows from investing activities
Acquisitions, net of cash acquired of $14 and $2,202, respectively	$ 14	$ 2,202

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2011	Dec. 31, 2010
Stockholders' equity
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares outstanding	56,635,319	57,875,269
Treasury stock, shares	25,416,934	24,179,176

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FAIR VALUE

12 Months Ended

Dec. 31, 2011

FAIR VALUE [Abstract]

FAIR VALUE

(10)       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.

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 December 31, 2011 and 2010 of 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 December 31, 2011, the Company had $64.0 million of borrowings outstanding under the Credit Agreement. During 2011, borrowings accrued interest at an average rate of 1.6% per annum, excluding unused commitment fees. As of December 31, 2010 the Company had no borrowings outstanding under the Credit Agreement. 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 December 31, 2011, 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 December 31, 2011 and 2010 (amounts in thousands):

As of December 31, 2011
		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		$	-	$	(7,170)	$	-	$	(7,170)
Interest rate swaps			-		(2,263)		-		(2,263)
Fair value hedges			-		(329)		-		(329)
Embedded derivatives			-		-		-		-
	Total net derivative asset (liability)	$	-	$	(9,762)	$	-	$	(9,762)
As of December 31, 2010
		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		$	-	$	11,902	$	-	$	11,902
Interest rate swaps			-		-		-		-
Fair value hedges			-		725		-		725
Embedded derivatives			-		(139)		-		(139)
	Total net derivative asset (liability)	$	-	$	12,488	$	-	$	12,488

The following is a summary of the Company's fair value measurement as of December 31, 2011 and 2010 (amounts in thousands):

As of December 31, 2011
			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
	Money market investments		$	-	$	507	$	-
	Derivative instruments, net			-		-		-
		Total assets	$	-	$	507	$	-
Liabilities
	Deferred compensation plan liability		$	-	$	(3,990)	$	-
	Derivative instruments, net			-		(9,762)		-
	Purchase price payable			-		-		(4,985)
		Total liabilities	$	-	$	(13,752)	$	(4,985)
As of December 31, 2010
			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
	Money market investments		$	-	$	19,668	$	-
	Derivative instruments, net			-		12,488		-
		Total assets	$	-	$	32,156	$	-
Liabilities
	Deferred compensation plan liability		$	-	$	(3,781)	$	-
	Purchase price payable			-		-		(4,506)
		Total liabilities	$	-	$	(3,781)	$	(4,506)

Money Market Investments - The Company invests in various well-diversified money market funds which are managed by financial institutions. These money market funds are not publicly traded, but have historically been highly liquid. The value of the money market funds are determined by the banks based upon the funds' net asset values (“NAV”). All of the money market funds currently permit daily investments and redemptions at a $1.00 NAV.

Deferred Compensation Plan- 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.

Purchase Price Payable — The Company has a future payable related to the purchase of PRG discussed in Note 2. As part of the PRG acquisition, the Company will pay $5.0 million on March 1, 2012. This payment was recognized at fair value using a discounted cash flow approach and a discount rate of 18.4%. This measurement is based on significant inputs not observable in the market. The Company will record accretion expense each period using the effective interest rate method until the payable reaches $5.0 million on March 1, 2012. Accretion expense related to the PRG purchase price payable is included in Interest expense in the Consolidated Statements of Operations and Comprehensive Income.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011	Feb. 23, 2012	Jun. 30, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	TELETECH HOLDINGS INC
Entity Central Index Key	0001013880
Document Type	10-K
Document Period End Date	Dec. 31, 2011
Amendment Flag	true
Amendment Description	The Interactive Data File in the original filing contains an error that does not add the last three zeros in data reported as “thousands”.
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 528,201,476
Entity Common Stock, Shares Outstanding		56,615,002

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INCOME TAXES

12 Months Ended

Dec. 31, 2011

INCOME TAXES [Abstract]

INCOME TAXES

(11)       INCOME TAXES

The sources of pre-tax accounting income are as follows (amounts in thousands):

			Year Ended December 31,
		2011		2010		2009
Domestic		$	3,225	$	19,891	$	34,791
Foreign			88,329		62,078		68,252
	Total	$	91,554	$	81,969	$	103,043

The components of the Company's Provision for income taxes are as follows (amounts in thousands):

				Year Ended December 31,
			2011		2010		2009
Current provision
	Federal		$	(10,371)	$	9,612	$	7,751
	State			297		1,391		(317)
	Foreign			21,695		20,458		13,977
		Total current provision		11,621		31,461		21,411
Deferred provision (benefit)
	Federal			(838)		(128)		7,027
	State			(44)		(17)		460
	Foreign			2,540		(2,885)		(1,421)
		Total deferred provision (benefit)		1,658		(3,030)		6,066
		Total provision for income taxes	$	13,279	$	28,431	$	27,477

The following reconciles the Company's effective tax rate to the federal statutory rate (amounts in thousands):

				Year Ended December 31,
			2011		2010		2009
Income tax per U.S. federal statutory rate (35%)			$	32,044	$	28,689	$	36,084
	State income taxes, net of federal deduction			875		2,079		1,015
	Change in valuation allowances			(79)		5,645		(2,855)
	Foreign income taxes at different rates than the U.S.			(18,136)		(12,499)		(12,812)
	Foreign withholding taxes			2,177		989		3,402
	Increase to current/deferred tax assets due to
		implementation of tax planning strategies		-		(4,910)		-
	Losses in international markets without tax benefits			1,094		964		856
	Nondeductible compensation under Section 162(m)			2,408		1,002		1,162
	Liabilities for uncertain tax positions			1,875		(2,695)		401
	Permanent difference related to foreign exchange gains			(45)		(46)		(110)
	(Income)/losses of foreign branch operations			70		2,340		(78)
	Non-taxable earnings of minority interest			390		(603)		(434)
	Foreign dividend less foreign tax credits			(5,294)		5,344		-
	Increase in deferred tax liability - branch losses in UK			18		2,586		-
	Increase to deferred tax asset - change in state tax rate			-		(588)		-
	IRS settlement on prior year refund claims			(11,700)		-		-
	Canada CRA tax decision			8,680		-		-
	Other			(1,098)		134		846
Income tax per effective tax rate			$	13,279	$	28,431	$	27,477

The Company's deferred income tax assets and liabilities are summarized as follows (amounts in thousands):

			Year Ended December 31,
			2011		2010
Deferred tax assets, gross
	Accrued workers compensation, deferred compensation
		and employee benefits	$	4,720	$	2,337
	Allowance for doubtful accounts, insurance and other accruals			6,017		8,402
	Depreciation and amortization			8,377		12,579
	Amortization of deferred rent liabilities			1,472		2,624
	Net operating losses			15,932		19,126
	Equity compensation			7,389		7,010
	Customer acquisition and deferred revenue accruals			10,252		1,905
	Federal and state tax credits, net			15,965		18,450
	Contract acquisition costs			-		241
	Unrealized losses on derivatives			2,679		-
	Other			11,284		5,431
		Total deferred tax assets, gross		84,087		78,105
	Valuation allowances			(16,555)		(22,636)
		Total deferred tax assets, net		67,532		55,469
Deferred tax liabilities
	Long-term lease obligations			(23)		(28)
	Unrealized gains on derivatives			-		(4,810)
	Contract acquisition costs			(6,015)		-
	Future losses in UK			(4,571)		(4,554)
	Other			(5,349)		(5,157)
		Total deferred tax liabilities		(15,958)		(14,549)
		Net deferred tax assets	$	51,574	$	40,920

The Company periodically reviews the likelihood that deferred tax assets will be realized in future tax periods under the “more likely than not” criteria. In making this judgment, the Company evaluatesall available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required.

As of December 31, 2011 the Company had approximately $42.2 million of net deferred tax assets in the U.S. and $25.9 million of net deferred tax assets related to certain international locations whose recoverability is dependent upon their future profitability. As of December 31, 2011 the deferred tax valuation allowance was $16.6 million and related primarily to tax losses in foreign jurisdictions and U.S. federal and state tax credits which do not meet the “more-likely-than-not” standard under current accounting guidance. The utilization of these state tax credits are subject to numerous factors including various expiration dates, generation of future taxable income over extended periods of time and state income tax apportionment factors which are subject to change.

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. In 2011, the Company made adjustments to its deferred tax assets and corresponding valuation allowances. The net reduction to the valuation allowance of $6.1 million was due to a $3.7 million decrease in certain state credits and NOLs that do not meet the “more-likely-than-not” standard; a $2.4 million decrease due to the dissolution of South Africa, a $0.8 million increase in valuation allowance in Spain for deferred tax assets that do not meet the “more-likely-than-not” standard; a $1.3 million decrease in the valuation allowance related to certain federal tax credits; and a $0.5 million increase in the valuation allowance in certain other foreign jurisdictions.

On February 20, 2011, the Company received notice of an adverse decision by the Canadian Revenue Agency (“CRA”) in regards to the Company's attempt to recover taxes paid to Canada with respect to the years 2001 and 2002. In 2005, through the Competent Authority process, the Company sought relief under the United States-Canada Income Tax Convention for avoidance of double taxation arising from adjustments to the taxable income originally reported to these jurisdictions. Consistent with accounting for tax positions that no longer meet the recognition criteria, the Company derecognized income tax positions totaling $8.6 million through income tax expense in the first quarter of 2011. The Company continues to believe in the merits of its claim for which it sought relief from double taxation through the Competent Authority process. In response the Company has filed for Judicial Review in the Federal Court of Canada seeking a writ of mandamus to compel the CRA to accept the Company's application for Competent Authority consideration.

On December 20, 2011, the Company received written notice from the Internal Revenue Service that the Joint Committee on Taxation has completed its consideration of the mediated settlement reached with the IRS concerning tax refund claims and taken no exception to the conclusions reached. During 2011, the Company recognized, as a reduction to income tax expense, income tax positions (including interest net of tax) of $11.7 million related to these claims. The Company expects to collect these refunds during the first quarter of 2012.

As of December 31, 2011, after consideration of all tax loss and tax credit carry back opportunities, the Company had net tax loss carry forwards expiring as follows (amounts in thousands):

2012		$	45
2013			359
2014			4,047
2015			4,834
2016			10,329
After 2016			17,811
	Total	$	37,425

As of December 31, 2011, domestically, the Company had federal tax credit carry forwards in the amount of $6.1 million that if unused will expire in 2020 and $4.7 million that if unused will expire in 2021. The Company also had state tax credit carry-forwards of $5.2million that if unused will expire between 2012 and 2023.

As of December 31, 2011 the cumulative amount of foreign earnings considered permanently invested outside the U.S. was $223.1 million. Those earnings do not include earnings from certain subsidiaries which the Company intends to repatriate to the U.S. or are otherwise considered available for distribution to the U.S. Accordingly, no provision for U.S. federal or state income taxes or foreign withholding taxes has been provided on these undistributed earnings. If these earnings become taxable in the U.S, the Company would be subject to incremental tax expense, after any applicable foreign tax credit, and foreign withholding tax expense. It is not practicable to estimate the additional taxes that may become payable upon the eventual remittance of these foreign earnings.

The Company has been granted “Tax Holidays” as an incentive to attract foreign investment by the governments of the Philippines and Costa Rica. Generally, a Tax Holiday is an agreement between the Company and a foreign government under which the Company receives certain tax benefits in that country, such as exemption from taxation on profits derived from export-related activities. In the Philippines, the Company has been granted 14 separate agreements with an initial period of four years and additional periods for varying years, expiring at various times between 2011 and 2013. The aggregate effect on income tax expense for the years ended December 31, 2011, 2010 and 2009 was approximately $14.0 million, $7.6 million and $8.9 million, respectively, which had a favorable impact on diluted net income per share of $0.25, $0.13 and $0.14, respectively.

Accounting for Uncertainty in Income Taxes

In accordance with ASC 740, the Company has recorded a reserve for uncertain tax positions. The total amount of interest and penalties recognized in the accompanying Consolidated Statements of Operations and Comprehensive Income as of December 31, 2011, 2010 and December 31, 2009 was approximately $0.1 million $0.1 million and $0.1 million, respectively, and the total amount of interest and penalties recognized in the accompanying Consolidated Balance Sheets as of December 31, 2011 and 2010 was approximately $0.6 million and $0.5 million, respectively.

The Company had a reserve for uncertain tax benefits, on a netbasis,of $3.3 million and $9.0 million for the years ended December 31, 2011 and 2010, respectively. The liability for uncertain tax positions was reduced by $0.4 million for tax positions that were resolved favorably or expired. It was also reduced by $8.1 million on account of new information used in the measurement of an unrecognized tax benefit.

The tabular reconciliation of the reserve for uncertain tax benefits on a gross basis for the year ended December 31, 2011 is presented below (amounts in thousands):

Balance as of December 31, 2008		$	21,918
	Additions for current year tax positions		352
	Reductions in prior year tax positions		(238)
Balance as of December 31, 2009			22,032
	Additions for current year tax positions		28
	Reductions in prior year tax positions		(13,025)
Balance as of December 31, 2010			9,035
	Additions for current year tax positions		2,202
	Reductions in prior year tax positions		(8,502)
Balance as of December 31, 2011		$	2,735

At December 31, 2011, the amount of uncertain tax benefits that, if recognized, would reduce tax expense was $2.7 million. Within the next 12 months, it is reasonably possible that unrecognized tax benefits may decrease by $0.5 million as the result of the expiration of various statutes of limitation.

The Company and its domestic and foreign subsidiaries (including Percepta LLC and its domestic and foreign subsidiaries) file income tax returns as required in the U.S. federal jurisdiction and various state and foreign jurisdictions. The following table presents the major tax jurisdictions and tax years that are open as of December 31, 2011 and subject to examination by the respective tax authorities:

Tax Jurisdiction	Tax Year Ended
United States	2002 to 2004 and 2008 to present
Argentina	2006 to present
Australia	2006 to present
Brazil	2003 to present
Canada	2005 to present
Mexico	2006 to present
Philippines	2008 to present
Spain	2007 to present

The Company's U.S. income tax returns filed for the tax years ending December 31, 2002 through 2004, and 2008 to present, remain open tax years subject to IRS audit. The Company has been notified of the intent to audit, or is currently under audit of income taxes in the Philippines. 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.

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Consolidated Statements of Operations and Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements of Operations and Comprehensive Income [Abstract]
Revenue	$ 1,179,388	$ 1,094,906	$ 1,167,915
Operating expenses
Cost of services (exclusive of depreciation and amortization presented separately below)	848,362	789,697	820,517
Selling, general and administrative	188,802	165,812	180,039
Depreciation and amortization	44,889	50,218	56,991
Restructuring charges, net	3,651	13,476	5,072
Impairment losses	230	1,958	4,587
Total operating expenses	1,085,934	1,021,161	1,067,206
Income from operations	93,454	73,745	100,709
Other income (expense)
Interest income	3,064	2,129	2,634
Interest expense	(5,118)	(3,161)	(3,158)
Other income (expense), net	154	9,256	2,858
Total other income (expense)	(1,900)	8,224	2,334
Income before income taxes	91,554	81,969	103,043
Provision for income taxes	(13,279)	(28,431)	(27,477)
Net income	78,275	53,538	75,566
Net income attributable to noncontrolling interest	(4,101)	(3,664)	(3,812)
Net income attributable to TeleTech stockholders	74,174	49,874	71,754
Other comprehensive income (loss)
Foreign currency translation adjustments	(12,596)	8,080	18,231
Derivatives valuation, net of tax	(12,942)	2,623	25,647
Other	(655)	(792)	0
Total comprehensive income	52,082	63,449	119,444
Comprehensive income attributable to noncontrolling interest	(3,716)	(3,754)	(4,157)
Comprehensive income attributable to TeleTech stockholders	$ 48,366	$ 59,695	$ 115,287
Weighted average shares outstanding
Basic	56,669	60,361	62,891
Diluted	57,963	61,792	64,238
Net income per share attributable to TeleTech stockholders
Basic	$ 1.31	$ 0.83	$ 1.14
Diluted	$ 1.28	$ 0.81	$ 1.12

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PROPERTY, PLANT, AND EQUIPMENT

12 Months Ended

Dec. 31, 2011

PROPERTY PLANT AND EQUIPMENT [Abstract]

PROPERTY, PLANT AND EQUIPMENT

(5)       PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (amounts in thousands):

		December 31,
		2011		2010
Land and buildings		$	38,846	$	45,372
Computer equipment and software			261,378		245,333
Telephone equipment			44,861		45,743
Furniture and fixtures			51,460		54,364
Leasehold improvements			138,117		140,412
Motor vehicles			190		898
Construction-in-progress and other			339		1,768
	Property, plant and equipment, gross		535,191		533,890
Less: Accumulated depreciation and amortization			(434,870)		(428,362)
	Property, plant and equipment, net	$	100,321	$	105,528

Depreciation and amortization expense for property, plant and equipment was $40.4 million, $49.2 million and $55.9 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Included in computer equipment and software in the table above, the Company had $3.7 million and $2.7 million of unamortized Software Development Costs as of December 31, 2011 and 2010, respectively. Amortization expense for Software Development Costs was $1.0 million, $0.2 million and $0.4 million for the years ended December 31, 2011, 2010 and 2009, respectively, which is included in the depreciation and amortization expense for property, plant and equipment discussed above.

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ACCOUNTS RECEIVABLE AND SIGNIFICANT CLIENTS

12 Months Ended

Dec. 31, 2011

ACCOUNTS RECEIVABLE AND SIGNIFICANT CLIENTS [Abstract]

ACCOUNTS RECEIVABLE AND SIGNIFICANT CLIENTS

(4)ACCOUNTS RECEIVABLE AND SIGNIFICANT CLIENTS

Accounts receivable, net in the accompanying Consolidated Balance Sheets consists of the following (amounts in thousands):

		December 31,
		2011		2010
Accounts receivable		$	247,195	$	240,012
Less: Allowance for doubtful accounts			(3,559)		(6,306)
	Accounts receivable, net	$	243,636	$	233,706

Activity in the Company's Allowance for doubtful accounts consists of the following (amounts in thousands):

		December 31,
		2011		2010		2009
Balance, beginning of year		$	6,306	$	5,580	$	5,551
	Provision for doubtful accounts		363		600		1,412
	Uncollectible receivables written-off		(2,868)		(67)		(2,069)
	Effect of foreign currency		(242)		193		686
Balance, end of year		$	3,559	$	6,306	$	5,580

Significant Clients

The Companyhad no clients in the years ended December 31, 2011 or 2010that contributed at least 10% of total revenue and had one client in the year ended 2009 that contributed at least 10% of total revenue as reflected in the table below. This client operates in the communications industry and is included in the North American BPO segment. The revenue from this client as a percentage of total revenue was as follows:

	Year Ended December 31,
	2011		2010		2009
T-Mobile		6%		8%		10%
Accounts receivable from this client was as follows (amounts in thousands):
	Year Ended December 31,
	2011		2010		2009
T-Mobile	$	17,207	$	22,610	$	27,569

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 exists as of December 31, 2011.

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LEASES

12 Months Ended

Dec. 31, 2011

LEASES [Abstract]

LEASES

(16)LEASES

The Company has various operating leases primarily for equipment, delivery centers and office space, which generally contain renewal options. Rent expense under operating leases was approximately $30.0 million, $30.2 million and $29.7 million for the years ended December 31, 2011, 2010 and 2009, respectively.

In 2008, the Company sub-leased one of its delivery centers to a third party for the remaining term of the original lease. The sub-lease began on January 1, 2009 and rental income received over the term of the lease will be recognized on a straight-line basis. Future minimum sub-lease rental receipts are shown in the table below.

The future minimum rental payments and receipts required under non-cancelable operating leases as of December 31, 2011 are as follows (amounts in thousands):

			Operating Leases		Sub-Lease Income
2012		$	24,731	$	1,823
2013			20,897		1,823
2014			14,339		1,823
2015			6,473		2,234
2016			4,059		2,234
Thereafter			5,729		9,849
	Total	$	76,228	$	19,786

In addition, the Company records operating lease expense on a straight-line basis over the life of the lease as described in Note 1. The deferred lease liability as of December 31, 2011 and 2010 was $6.7 million and $10.4 million, respectively.

The future minimum rental payments for capital leases as of December 31, 2011 are as follows (amounts in thousands) and the current portion and the long-term portion of the obligation are included in the Other current liabilities in the accompanying Consolidated Balance Sheets:

			Capital Leases
Future rental payments		$	366
Less amount representing interest			(11)
	Present value of minimum lease payments		355
Less current portion			(355)
	Long-term portion	$	-

The Company has two delivery centers classified as capital leases at December 31, 2011. The amounts applicable to these leases included in property, plant and equipment are as follows (amounts in thousands):

		December 31,
	2011		2010
Historical cost	$	12,181	$	12,181
Less: Accumulated depreciation		(12,181)		(11,871)
	$	-	$	310

Asset Retirement Obligations

The Company records asset retirement obligations for its delivery center leases. Capitalized costs related to asset retirement obligations are included in Other long-term assets in the accompanying Consolidated Balance Sheets while the asset retirement obligation (“ARO”) liability is included in Other long-term liabilities in the accompanying Consolidated Balance Sheets. Following is a summary of the amounts recorded (amounts in thousands):

		Balance at December 31, 2010		Additions and Modifications		Accretion		Settlements		Balance at December 31, 2011
ARO liability at inception	$	1,645	$	278	$	-	$	(512)	$	1,411
Accumulated accretion		655		9		23		(16)		671
	$	2,300	$	287	$	23	$	(528)	$	2,082
		Balance at December 31, 2009		Additions and Modifications		Accretion		Settlements		Balance at December 31, 2010
ARO liability at inception	$	1,798	$	406	$	-	$	(559)	$	1,645
Accumulated accretion		805		-		82		(232)		655
	$	2,603	$	406	$	82	$	(791)	$	2,300

Increases to ARO result from a new lease agreement or modifications on an ARO from a preexisting lease agreement. Modifications to ARO liabilities and accumulated accretion occur when lease agreements are amended or when assumptions change, such as the rate of inflation. Modifications are accounted for prospectively as changes in estimates. Settlements occur when leased premises are vacated and the actual cost of restoration is paid. Differences between the actual costs of restoration and the balance recorded as ARO liabilities are recognized as gains or losses in the accompanying Consolidated Statements of Operations and Comprehensive Income.

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RESTRUCTURING CHARGES AND IMPAIRMENT LOSSES

12 Months Ended

Dec. 31, 2011

RESTRUCTURING CHARGES AND IMPAIRMENT LOSSES [Abstract]

RESTRUCTURING CHARGES AND IMPAIRMENT LOSSES

(12)       RESTRUCTURING CHARGES AND IMPAIRMENT LOSSES

Restructuring Charges

During the years ended December 31, 2011, December 31, 2010 and 2009, the Company undertook a number of restructuring activities primarily associated with reductions in the Company's capacity and workforce in both the North American BPO and International BPO segments to better align the capacity and workforce with current business needs.

A summary of the expenses recorded in Restructuring, net in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2011, 2010 and2009, respectively, is as follows (amounts in thousands):

				Year Ended December 31,
				2011		2010		2009
North American BPO
	Reduction in force		$	2,665	$	7,891	$	4,008
	Facility exit charges			74		320		408
	Changes in estimates			(381)		(5)		(1,028)
		Total	$	2,358	$	8,206	$	3,388
				Year Ended December 31,
				2011		2010		2009
International BPO
	Reduction in force		$	1,268	$	5,189	$	1,516
	Facility exit charges			-		89		168
	Changes in estimates			25		(8)		-
		Total	$	1,293	$	5,270	$	1,684

A rollforward of the activity in the Company's restructuring accruals for the years ended December 31, 2011 and 2010, respectively, is as follows (amounts in thousands):

			Closure of Delivery Centers		Reduction in Force		Total
Balance as of December 31, 2009		$	375	$	13	$	388
	Expense		409		13,080		13,489
	Payments		(89)		(4,813)		(4,902)
	Changes in estimates		-		(13)		(13)
Balance as of December 31, 2010			695		8,267		8,962
	Expense		74		3,933		4,007
	Payments		(354)		(10,192)		(10,546)
	Changes in estimates		-		(356)		(356)
Balance as of December 31, 2011		$	415	$	1,652	$	2,067

The remaining restructuring accrualsare expected to be paid or extinguished during 2012 and are all classified as current liabilities within Accrued employee compensation and benefits in the Consolidated Balance Sheet.

Impairment Losses

During each of the periods presented, the Company evaluated the recoverability of its leasehold improvement assets at certain delivery centers. An asset is considered to be impaired when the anticipated undiscounted future cash flows of an asset group are estimated to be less than the asset group's carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. To determine fair value, the Company used Level 3 inputs in its discounted cash flows analysis. Assumptions included the amount and timing of estimated future cash flows and assumed discount rates. During 2011, the Company recognized impairment losses related to leasehold improvement assets of $0.2 million in its International BPO segment.

During 2010, the Company recognized impairment losses of $1.4 million in its North American BPO segment and $0.6 million in its International BPO segment based on the Company's evaluation of the recoverability of its leasehold improvement assets.

During 2009, the Company recognized impairment losses of $2.8 million in its International BPO segment, related to the exiting of $2.0 million of certain delivery centers and an $0.8 million impairment loss based on the Company's evaluation of the recoverability of its leasehold improvement and other intangible assets. During 2009, the Company recognized impairment losses of $1.8 million in its North American BPO segment based on the Company's evaluation of the recoverability of its leasehold improvement assets.

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OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2011

OTHER INTANGIBLE ASSETS [ABSTRACT]

OTHER INTANGIBLE ASSETS

(8)       OTHER INTANGIBLE ASSETS

Other intangible assets which areincluded in Other long-term assets in the accompanying Consolidated Balance Sheetsconsisted of the following (amounts in thousands):

			December 31, 2010		Amortization and Impairment		Acquisitions or Disposals		Effect of Foreign Currency		December 31, 2011
Customer relationships, gross		$	16,600	$	-		11,700		(1,547)	$	26,753
Customer relationships
	accumulated amortization		(3,371)		(2,318)		-		(262)		(5,951)
Other intangible assets, gross			-		-		2,600		-		2,600
Other Intangible Assets
	accumulated amortization		-		(1,225)		-		-		(1,225)
Trade name - indefinite life			8,200		-		3,300		-		11,500
	Other intangible assets, net	$	21,429	$	(3,543)	$	17,600	$	(1,809)	$	33,677
			December 31, 2009		Amortization and Impairment		Acquisitions or Disposals		Effect of Foreign Currency		December 31, 2010
Customer relationships, gross		$	7,300	$	-	$	9,300	$	-	$	16,600
Customer relationships
	accumulated amortization		(2,555)		(816)		-		-		(3,371)
Trade name - indefinite life			1,800		-		6,400		-		8,200
	Other intangible assets, net	$	6,545	$	(816)	$	15,700	$	-	$	21,429

Customer relationships are being amortized over a weighted average useful life of 10.1 years and other intangible assets are being amortized over a weighted average useful life of 2.1 years. Amortization expense related to intangible assets was $3.5 million, $0.8 million and $1.1 million for the years ended December 31, 2011, 2010 and 2009, respectively. In the year ended 2009, the Company recognized $0.6 million in impairment losses related to its customer relationships intangible asset due to the loss of a significant customer in the International BPO segment. The impairment loss was equivalent to the remaining net carrying value of the particular asset at the time of the impairment.

Expected future amortization of other intangible assets as of December 31, 2011is as follows (amounts in thousands):

2012		$	3,382
2013			3,007
2014			2,978
2015			2,664
2016			2,299
Thereafter			7,847
	Total	$	22,177

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GOODWILL AND IMPAIRMENT

12 Months Ended

Dec. 31, 2011

GOODWILL AND IMPAIRMENT [ABSTRACT]

GOODWILL AND IMPAIRMENT

(6)GOODWILL AND IMPAIRMENT

Goodwill consisted of the following (amounts in thousands):

		December 31, 2010		Acquisitions		Impairments		Effect of Foreign Currency		December 31, 2011
North American BPO		$	35,885	$	18,516	$	-	$	-	$	54,401
International BPO			16,822		44		-		(423)		16,443
	Total	$	52,707	$	18,560	$	-	$	(423)	$	70,844
		December 31, 2009		Acquisitions		Impairments		Effect of Foreign Currency		December 31, 2010
North American BPO		$	35,885	$	-	$	-	$	-	$	35,885
International BPO			9,365		7,251		-		206		16,822
	Total	$	45,250	$	7,251	$	-	$	206	$	52,707

Impairment

The Company performs a goodwill impairment test on at least an annual basis. The Company conducts its annual goodwill impairment test during the fourth quarter, or more frequently, if indicators of impairment exist. As discussed in Note 2, the FASB amended its guidance to simplify testing goodwill for impairment. The amended guidance allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If an entity determines that as a result of the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative test is required. Otherwise, no further testing is required.

The Company has six reporting units with goodwill. The fair value of four of the Company's reporting units was substantially in excess of its estimated carrying value as of the most recent quantitative analysis of goodwill impairment performed in the fourth quarter of 2010. There have been no triggering events or changes in circumstances since that quantitative analysis to indicate that the fair value of any of these reporting units would be less than their carrying amount. The Company performed a qualitative assessment of the goodwill by reporting unit in the fourth quarter 2011. In assessing the qualitative factors, the Company considered factors including but not limited to, economic, market and industry conditions, cost factors, changes in business strategy, earnings multiples, and budgeted-to-actual performance of revenue and gross margin from prior year. Based on this assessment, the Company concluded that it was more likely than not that the fair value of each of the four reporting units exceeded its carrying value. As such, it was not necessary to perform a quantitative impairment analysis, and the Company concluded that these reporting units were not impaired as of December 31, 2011 or 2010.

For the Company's remaining reporting units, a quantitative assessment was performed. The quantitative assessment of goodwill includes comparing a reporting unit's calculated fair value to its carrying value. The calculation of fair value requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur and determination of 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 December 31, 2011, the Company concluded that the fair value of each of the remaining reporting units was in excess of its carrying value and the goodwill in those reporting units was not impaired.

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CONTRACT ACQUISITION COSTS

12 Months Ended

Dec. 31, 2011

CONTRACT ACQUISITION COSTS [ABSTRACT]

CONTRACT ACQUISITION COSTS

(7)CONTRACT ACQUISITION COSTS

Contract acquisition costs, net consisted of the following (amounts in thousands):

		December 31,
		2011		2010
Contract acquisition costs, gross		$	22,639	$	30,710
Less: Accumulated amortization			(19,773)		(27,928)
	Contract acquisition costs, net	$	2,866	$	2,782

Amortization of contract acquisition costs recorded as a reduction to Revenue was $1.7 million, $5.3 million and $3.4 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Expected future amortization of contract acquisition costs as of December 31, 2011is as follows (amounts in thousands):

2012		$	1,012
2013			1,012
2014			633
2015			209
	Total	$	2,866

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DERIVATIVES

12 Months Ended

Dec. 31, 2011

DERIVATIVES [Abstract]

DERIVATIVES

(9)DERIVATIVES

Cash Flow Hedges

The Company enters into foreign exchange and interest rate 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 December 31, 2011, 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 years ended December 31, 2011, 2010 and 2009 (amounts in thousands and net of tax):

	Year Ended December 31,
	2011		2010		2009
Aggregate unrealized net gain/(loss) at beginning of year	$	7,090	$	4,467	$	(21,180)
Add: Net gain/(loss) from change in fair value of cash flow hedges		(7,362)		8,513		14,427
Less: Net (gain)/loss reclassified to earnings from effective hedges		(5,580)		(5,890)		11,220
Aggregate unrealized net gain/(loss) at end of year	$	(5,852)	$	7,090	$	4,467

The Company's foreign exchange cash flow hedging instruments as of December 31, 2011 and 2010 are summarized as follows (amounts in thousands). All hedging instruments are forward contracts unless noted otherwise.

As of December 31, 2011	Local Currency Notional Amount	U.S. Dollar Notional Amount			% Maturing in 2012	Contracts Maturing Through
Canadian Dollar	25,750	$	25,137		69.9%	March 2014
Costa Rican Colon	2,000,000		3,874		100.0%	August 2012
Philippine Peso	13,304,000		301,361	(1)	56.3%	December 2014
Mexican Peso (Forwards)	1,081,000		80,735		47.7%	November 2014
Mexican Peso (Collars)	140,298		12,000	(3)	100.0%	December 2012
British Pound Sterling	8,808		13,822	(2)	60.1%	June 2014
		$	436,929

As of December 31, 2010	Local Currency Notional Amount	U.S. Dollar Notional Amount
Canadian Dollar	10,200	$	8,493
Philippine Peso	7,731,000		169,364	(1)
Mexican Peso	311,500		22,383
British Pound Sterling	4,647		7,231	(2)
		$	207,471

(1)       Includes contracts to purchase Philippine pesos in exchange for New Zealand dollars and Australian dollars, which are translated into equivalent U.S. dollars on December 31, 2011 and December 31, 2010.

(2)       Includes contracts to purchase British pound sterling in exchange for Euros, which are translated into equivalent U.S. dollars on December 31, 2011 and December 31, 2010.

(3)       The Mexican peso collars include call options with a floor total of MXN 140,298 and put options with a cap total of MXN 157,038.

The Company's interest rate swap arrangements as of December 31, 2011 were as follows:

	Notional Amount		Variable Rate Received	Fixed Rate Paid			Contract Commencement Date	Contract Maturity Date
As of December 31, 2011	$	25 million	1 - month LIBOR		2.55	%	April 2012	April 2016
		15 million	1 - month LIBOR		3.14	%	May 2012	May 2017
	$	40 million

The Company did not have any interest rate swap arrangements as of December 31, 2010.

Hedge of Net Investment

In 2008, the Company entered into a foreign exchange forward contract to hedge its net investment in a foreign operation which was settled in May 2009. Changes in fair value of the Company's net investment hedge are recorded in the cumulative translation adjustment in Accumulated other comprehensive income (loss) in the accompanying Consolidated Balance Sheets offsetting the change in the cumulative translation adjustment attributable to the hedged portion of the Company's net investment in the foreign operation. Gains and losses from the settlements of the Company's net investment hedge remain in Accumulated other comprehensive income (loss) until partial or complete liquidation of the applicable net investment. Aloss of $1.2 million from the settlements of net investment hedges was recorded within Accumulated other comprehensive income (loss) atDecember 31, 2011.

Fair Value Hedges

The Company enters into foreign exchange forward contracts to 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, as well as the offsetting gain or loss on the hedged asset or liability, are recognized in earnings in Other income (expense), net. As of December 31, 2011, the total notional amount of the Company's forward contracts used as fair value hedges was $49.8 million.

Embedded Derivatives

In addition to hedging activities, the Company's foreign subsidiary in Argentina was party to U.S. dollar denominated lease contractswhich the Company determined contained embedded derivatives. As such, the Company bifurcated the embedded derivatives features of the lease contracts and valued these features as foreign currency derivatives.In 2011, the Company amended its leases reducing the fair value to zero as of December 31, 2011.

Derivative Valuation and Settlements

The Company's derivatives as of December 31, 2011 and 2010 were as follows (amounts in thousands):

		December 31, 2011
		Designated as hedging instruments				Not Designated as Hedging Instruments
Derivative contracts:		Foreign Exchange			Interest Rate	Foreign Exchange		Leases
Derivative classification:		Cash Flow			Cash Flow	Fair Value		Embedded Derivative
Fair value and location of derivative in
	the Consolidated Balance Sheet:
Prepaids and other current assets		$	2,325	$	-	$	12	$	-
Other long-term assets			1,119		-		-		-
Other current liabilities			(7,828)		-		(341)		-
Other long-term liabilities			(2,786)		(2,263)		-		-
	Total fair value of derivatives, net	$	(7,170)	$	(2,263)	$	(329)	$	-

		December 31, 2010
		Designated as hedging instruments				Not designated as hedging instruments
Derivative contracts:		Foreign Exchange			Interest Rate	Foreign Exchange		Leases
Derivative classification:		Cash Flow			Cash Flow	Fair Value		Embedded Derivative
Fair value and location of derivative in
	the Consolidated Balance Sheet:
Prepaids and other current assets		$	10,602	$	-	$	783	$	-
Other long-term assets			2,081		-		-		-
Other current liabilities			(677)		-		(58)		(105)
Other long-term liabilities			(104)		-		-		(34)
	Total fair value of derivatives, net	$	11,902	$	-	$	725	$	(139)

The effect of derivative instruments on the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2011 and 2010 were as follows (amounts in thousands):

		Year Ended December 31,
		2011				2010
		Designated as hedging instruments				Designated as hedging instruments
Derivative contracts:		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 - effective portion, net of tax:	$	(6,003)	$	(1,358)	$	8,513	$	-
Amount and location of net gain or (loss) reclassified
	from accumulated OCI to income - effective portion:
Revenue		$	9,297	$	-	$	9,817	$	-
Amount and location of net gain or (loss) reclassified
	from accumulated OCI to income - ineffective portion
	and amount excluded from effectiveness testing:
Other income (expense), net		$	-	$	-	$	-	$	-

		Year Ended December 31,
		2011						2010
		Not designated as hedging instruments						Not designated as hedging instruments
Derivative contracts:		Foreign Exchange				Leases			Foreign Exchange				Leases
Derivative classification:		Option and Forward Contracts		Fair Value		Embedded Derivative		Option and Forward Contracts		Fair Value		Embedded Derivative
Amount and location of net gain or
	(loss) recognized in the Consolidated
	Statement of Operations:
Cost of services		$	-	$	-	$	139	$	-	$	-	$	230
Other income (expense), net			-		(1,178)		-		(42)		3,693		-

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DEFERRED REVENUE AND COSTS

12 Months Ended

Dec. 31, 2011

DEFERRED REVENUE AND COSTS [Abstract]

DEFERRED REVENUE AND COSTS

(14)       DEFERRED REVENUE AND COSTS

Deferred revenue in the accompanying Consolidated Balance Sheets consist of the following (amounts in thousands):

		December 31,
		2011		2010
Deferred Revenue - Current		$	15,895	$	5,570
Deferred Revenue - Long-term			13,976		2,980
	Total Deferred Revenue	$	29,871	$	8,550

Activity for the Company's Deferred revenue was as follows (amounts in thousands):

				Year Ended December 31,
			2011		2010		2009
Balance, beginning of year			$	8,550	$	15,667	$	16,908
	Add: Amounts deferred due to new business			67,058		8,761		23,513
	Less: Revenue recognized			(45,741)		(15,962)		(25,388)
		Net increase/(decrease) in deferred revenue		21,317		(7,201)		(1,875)
	Effect of foreign currency			4		84		634
Balance, end of year			$	29,871	$	8,550	$	15,667

Deferred costs in the accompanying Consolidated Balance Sheets consist of the following (amounts in thousands):

		December 31,
		2011		2010
Deferred Costs - Current		$	8,574	$	1,135
Deferred Costs - Long-term			10,030		3,598
	Total Deferred Costs	$	18,604	$	4,733

Activity for the Company's Deferred costs was as follows (amounts in thousands):

				Year Ended December 31,
			2011		2010		2009
Balance, beginning of year			$	4,733	$	4,873	$	8,389
	Add: Amounts deferred due to new business			24,569		4,476		7,180
	Less: Recognized expense			(10,701)		(4,636)		(10,657)
		Net increase/(decrease) in deferred costs		13,868		(160)		(3,477)
	Effect of foreign currency			3		20		(39)
Balance, end of year			$	18,604	$	4,733	$	4,873

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EMPLOYEE COMPENSATION PLANS

12 Months Ended

Dec. 31, 2011

EMPLOYEE COMPENSATION PLANS [Abstract]

EMPLOYEE COMPENSATION PLANS

(19)EMPLOYEE COMPENSATION PLANS

Employee Benefit Plan

The Company has two 401(k) profit-sharing plans that allow participation by U.S. employees who have completed six months of service, as defined, and are 21 years of age or older. Participants may defer up to 75% of their gross pay, up to a maximum limit determined by U.S. federal law. Participants are also eligible for a matching contribution. The Company may from time to time, at its discretion, make a “matching contribution” based on the amount and rate of the elective deferrals. The Company determines how much, if any, it will contribute for each dollar of elective deferrals. Participants vest in matching contributions over a three-year period. Company matching contributions to the 401(k) plans totaled $1.9 million, $2.2 million and $2.7 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Equity Compensation Plans

In February 1999, the Company adopted the TeleTech Holdings, Inc. 1999 Stock Option and Incentive Plan (the “1999 Plan”). The purpose of the 1999 Plan was to enable the Company to continue to (a) attract and retain high quality directors, officers, employees, consultants and independent contractors; (b) motivate such persons to promote the long-term success of the Company and its subsidiaries; and (c) induce employees of companies that are acquired by TeleTech to accept employment with TeleTech following such an acquisition. The 1999 Plan supplemented the 1995 Option Plan. An aggregate of 7.0 million shares of common stock were reserved under the 1995 Option Plan and 14.0million shares of common stock were reserved for issuance under the 1999 Plan, which permitted the award of incentive stock options, non-qualified stock options, stock appreciation rights, shares of restricted common stock and restricted stock units (“RSUs”). The 1999 Plan also provided for annual equity-based compensation grants to members of the Company's Board of Directors. Options granted to employees generally vested over four to five years and had a contractual life of ten years. Options issued to Directors vested immediately and had a contractual life of ten years. In May of 2009, the Company adopted a policy to issue RSUs to Directors, which generally vest over one year.

In May 2010, the Company adopted the 2010 Equity Incentive Plan (the “2010 Plan”). Upon adoption of the 2010 Plan, all authorized and unissued equity in both the 1995 Option Plan and the 1999 Plan was cancelled. An aggregate of 4.0 million shares of common stock has been reserved for issuance under the 2010 Plan, which permits the award of incentive stock options, non-qualified stock options, stock appreciation rights, shares of restricted common stock and restricted stock units. As of December 31, 2011, a total of 4.0 million shares were authorized and 2.9million shares were available for issuance under the 2010 Plan.

For the years ended December 31, 2011, 2010, and 2009, the Company recorded total equity-based compensation expense under all equity-based arrangements (stock options and RSUs) of $15.9 million, $13.4 million and $11.6 million, respectively. All compensation expense is included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.For the years ended December 31, 2011, 2010, and 2009, the Company recognized a tax benefit under all equity-based arrangements (stock options and RSUs) of $11.6 million, $5.2 million and $3.8 million, respectively.

Restricted Stock Units

2007 RSU Awards: Beginning in January 2007, the Compensation Committee of the Company's Board of Directors granted RSUs under the 1999 Plan to certain members of the Company's management team. RSUs are intended to provide management with additional incentives to promote the success of the Company's business, thereby aligning their interests with the interests of the Company's stockholders. One RSU award was granted during 2007 for 500,000 shares and vests equally over a 10-year period. The Company granted an additional RSU award for 500,000 shares of which 50% vests equally over five years and 50% is earned by achieving specific performance targets over a five year period. Of the remaining RSUs granted during 2007, one-third vest over five years based on the individual recipient's continued employment with the Company (“time vesting RSUs”) and two-thirds vested pro-rata over three years based on the Company achieving specified operating income performance targets in each of the years 2007, 2008, and 2009 (“performance RSUs”). If the performance target for a particular year is not met, the performance RSUs scheduled to vest are canceled. The Company records compensation expense for the performance RSUs when it concludes that it is probable that the performance condition will be achieved. Because the Company did not achieve the operating income performance targets in 2010, the performance RSUs were canceled. There were no performance RSUs outstanding as of December 31, 2011.

2009, 2010 and 2011 RSU Awards: The Company granted RSUs in 2009, 2010 and 2011 to new and existing employees that vest over fouryears. The Company also granted RSUs in 2010 and 2011 to members of the Board of Directors that generally vest over one year. The Company granted 43,500 performance-based RSUs to eLoyalty employees that vest in equal installments over four years based on eLoyalty achieving specified revenue and operating income performance targets. There were no performance-based RSUs issued in 2009 and 2010. All RSUs vested during the year ended December 31, 2011 were issued out of treasury stock.

Summary of RSUs: Settlement of the RSUs shall be made in shares of the Company's common stock by delivery of one share of common stock for each RSU then being settled. The Company calculates the fair value for RSUs based on the closing price of the Company's stock on the date of grant and records compensation expense over the vesting period using a straight-line method. The Company factors an estimated forfeiture rate in calculating compensation expense on RSUs and adjusts for actual forfeitures upon the vesting of each tranche of RSUs.

The weighted-average grant date fair value of RSUs, including performance-based RSUs, granted during the years ended December 31, 2011, 2010, and 2009 was $19.49, $17.82, and $9.42 per share, respectively. The total intrinsic value of RSUs vested during the years ended December 31, 2011, 2010, and 2009 was $13.9 million, $10.6 million, and $5.7 million.

A summary of the status of the Company's non-vested RSUs and performance-based RSUs and activity for the year ended December 31, 2011 is as follows:

		Shares	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2010		2,709,202	$	18.45
	Granted	890,080	$	19.49
	Vested	(824,259)	$	16.85
	Cancellations/expirations	(228,151)	$	20.66
Unvested as of December 31, 2011		2,546,872	$	18.48

As of December 31, 2011, there was approximately $34.7 million of total unrecognized compensation expenseand approximately $42.1 million in total intrinsic value related to non-vested RSU grants. The unrecognized compensation expense will be recognized over the remaining weighted-average vesting period of 1.5 years using the straight-line method.

Stock Options

During the year ended December 31, 2011, the Company granted 150,000 stock options to a key employee. The stock option award is made up of four separate tranches. Each tranche will vest based on certain stock price targets (market conditions). The grant date fair values of each tranche were calculated using a Monte Carlo simulation model in addition to atime-based binomial lattice model. The following table provides the assumptions used in the time-based binomial lattice model for each tranche granted:

	Year Ended December 31,
	2011	2010	2009
Risk-free interest rate	2.1%	-	-
Expected life in years	1.3 - 2.7	-	-
Expected volatility	54.4%	-	-
Dividend yield	0.0%	-	-
Weighted-average volatility	54.4%	-	-

The Company estimated the expected term based on historical averages of option exercises and expirations. The calculation of expected volatility is based on the historical volatility of the Company's common stock over the expected term. The risk-free interest rate is based on the yield on the grant measurement date of a traded zero-coupon U.S. Treasury bond, as reported by the U.S. Federal Reserve, with a term equal to the expected term of the stock option granted. The Company factored an estimated forfeiture rate and adjusted for actual forfeitures upon the vesting of each tranche of options.

A summary of stock option activity for the year ended December 31, 2011 is as follows:

		Shares	Weighted Average Exercise Price		Weighted Average Remaining Contract Term in Years	Aggregate Intrinsic Value (000's)
Outstanding as of December 31, 2010		2,877,620	$	10.82
	Grants	150,000	$	17.31
	Exercises	(1,564,332)	$	9.43
	Post-vest cancellations/expirations	(780)	$	10.98
Outstanding as of December 31, 2011		1,462,508	$	12.98	4.4	$	6,092
Vested and exercisable as of
	December 31, 2011	1,311,508	$	12.48	3.8	$	6,092

The weighted-average grant-date fair value of options granted during the years ended December 31, 2011, 2010 and 2009 was $8.68, $0 and $0 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2011, 2010 and 2009 was $12.6 million, $2.3 million and $4.0 million, respectively. The total fair value of shares vested during the years ended December 31, 2011, 2010 and 2009 was $0.1 million, $0.7 million and $2.6 million, respectively.

As of December 31, 2011, there was approximately $1.2 million of unrecognized compensation expense related to non-vested stock options. The unrecognized compensation expense will be recognized over the remaining weighted-average derived service period of 2.4 years using the straight-line method. Equity-based compensation expense is recognized in Selling, general and administrative in the accompanying Consolidated Statements of Operations and Comprehensive Income.

Cash received from option exercises under the Plans for the years ended December 31, 2011, 2010 and 2009 was $14.8 million, $2.8 million and $6.2 million, respectively. The recognized tax benefit from option exercises for the years ended December 31, 2011, 2010 and 2009 was $5.0 million, $1.0 million and $1.6 million, respectively. Shares issued for options exercised during the year ended December 31, 2011 were issued out of treasury stock.

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Consolidated Statement of Stockholders' Equity (USD $) In Thousands, except Share data	Total	Equity of the Company Preferred Stock [Member]	Equity of the Company Common Stock [Member]	Equity of the Company Treasury Stock [Member]	Equity of the Company Additional Paid-in Capital [Member]	Equity of the Company Accumulated Other Comprehensive Income (Loss) [Member]	Equity of the Company Retained Earnings [Member]	Noncontrolling Interest [Member]
Beginning balance,value at Dec. 31, 2008	$ 360,894	$ 0	$ 638	$ (228,596)	$ 341,887	$ (33,020)	$ 274,974	$ 5,011
Preferred stock beginning balance, share at Dec. 31, 2008		0
Common stock beginning balance, share at Dec. 31, 2008			63,816,000
Net income	75,566						71,754	3,812
Dividends distributed to noncontrolling interest	(3,690)							(3,690)
Foreign currency translation adjustments	18,231					17,886		345
Derivatives valuation, net of tax	25,647					25,647
Vesting of restricted stock units issued out of treasury, share			307,000
Vesting of restricted stock units issued out of treasury, value	(1,919)		3	3,855	(5,777)
Exercise of stock options, share			621,000
Exercise of stock options, value	6,159		6	7,791	(1,638)
Excess tax benefit from equity-based awards	(1,861)				(1,861)
Equity-based compensation expense	11,640				11,640
Purchases of common stock, share			(2,526,000)
Purchases of common stock, value	(34,766)		(25)	(34,741)
Ending balance,value at Dec. 31, 2009	455,901	0	622	(251,691)	344,251	10,513	346,728	5,478
Preferred stock ending balance, share at Dec. 31, 2009		0
Common stock ending balance, share at Dec. 31, 2009			62,218,000
Net income	53,538						49,874	3,664
Noncontrolling interest (Note 2)	6,000							6,000
Dividends distributed to noncontrolling interest	(4,140)							(4,140)
Foreign currency translation adjustments	8,080					7,990		90
Derivatives valuation, net of tax	2,623					2,623
Vesting of restricted stock units issued out of treasury, share			420,000
Vesting of restricted stock units issued out of treasury, value	(3,072)		5	5,448	(8,525)
Exercise of stock options, share			273,000
Exercise of stock options, value	2,792		3	3,541	(752)
Excess tax benefit from equity-based awards	811				811
Equity-based compensation expense	13,372				13,372
Purchases of common stock, share			(5,036,000)
Purchases of common stock, value	(80,295)		(51)	(80,244)
Other	(792)					(792)
Ending balance,value at Dec. 31, 2010	454,818	0	579	(322,946)	349,157	20,334	396,602	11,092
Preferred stock ending balance, share at Dec. 31, 2010	0	0
Common stock ending balance, share at Dec. 31, 2010	57,875,269		57,875,000
Net income	78,275						74,174	4,101
Dividends distributed to noncontrolling interest	(3,548)							(3,548)
Foreign currency translation adjustments	(12,596)					(12,211)		(385)
Derivatives valuation, net of tax	(12,942)					(12,942)
Vesting of restricted stock units issued out of treasury, share			561,000
Vesting of restricted stock units issued out of treasury, value	(5,393)		5	7,706	(13,104)
Exercise of stock options, share			1,564,000
Exercise of stock options, value	14,762		15	21,633	(6,886)
Excess tax benefit from equity-based awards	5,363				5,363
Equity-based compensation expense	15,856				15,856
Purchases of common stock, share			(3,365,000)
Purchases of common stock, value	(63,693)		(33)	(63,660)
Other	(655)					(655)
Ending balance,value at Dec. 31, 2011	$ 470,247	$ 0	$ 566	$ (357,267)	$ 350,386	$ (5,474)	$ 470,776	$ 11,260
Preferred stock ending balance, share at Dec. 31, 2011	0	0
Common stock ending balance, share at Dec. 31, 2011	56,635,319		56,635,000

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SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2011

SEGMENT INFORMATION [Abstract]

SEGMENT INFORMATION

(3)SEGMENT INFORMATION

The Company's BPO business provides outsourced business process, consulting, technology services and customer management services for a variety of industries through global delivery centers and represents 100% of total annual revenue. The Company's North American BPO segment is comprised of sales to all clients based in North America (encompassing the U.S. and Canada), while the Company's International BPO segment is comprised of sales to clients based in countries outside of North America.

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

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

			As of and for the
			Year Ended December 31,
			2011		2010		2009
Revenue
North American BPO		$	832,414	$	824,265	$	886,738
International BPO			346,974		270,641		281,177
	Total	$	1,179,388	$	1,094,906	$	1,167,915
Depreciation and amortization
North American BPO		$	33,347	$	38,652	$	39,603
International BPO			11,542		11,566		17,388
	Total	$	44,889	$	50,218	$	56,991
Income (loss) from operations
North American BPO		$	82,695	$	83,762	$	111,497
International BPO			10,759		(10,017)		(10,788)
	Total	$	93,454	$	73,745	$	100,709
Capital expenditures
North American BPO		$	25,564	$	19,899	$	22,892
International BPO			13,103		6,901		2,081
	Total	$	38,667	$	26,800	$	24,973
Assets
North American BPO		$	482,828	$	417,632	$	450,434
International BPO			264,150		242,991		189,733
	Total	$	746,978	$	660,623	$	640,167
Goodwill
North American BPO		$	54,401	$	35,885	$	35,885
International BPO			16,443		16,822		9,365
	Total	$	70,844	$	52,707	$	45,250

The following tables present certain financial data based upon the geographic location where the services are provided (amounts in thousands):

		As of and for the
		Year Ended December 31,
		2011		2010		2009
Revenue
United States	$	405,424	$	406,652	$	411,438
Philippines		336,710		292,726		309,793
Latin America		206,986		203,420		200,486
Europe / Middle East / Africa		161,782		120,643		138,290
Canada		51,186		52,396		82,500
Asia Pacific		17,300		19,069		25,408
Total	$	1,179,388	$	1,094,906	$	1,167,915
Property, plant and equipment, gross
United States	$	280,469	$	274,335	$	260,243
Philippines		100,048		88,513		79,898
Latin America		81,070		88,984		85,662
Europe / Middle East / Africa		20,186		25,261		24,517
Canada		25,788		29,697		43,408
Asia Pacific		27,630		27,100		24,610
Total	$	535,191	$	533,890	$	518,338
Other long-term assets
United States	$	41,889	$	14,417	$	15,127
Philippines		3,852		2,906		2,042
Latin America		1,048		1,143		1,107
Europe / Middle East / Africa		13,686		17,241		1,384
Canada		212		113		164
Asia Pacific		1,466		1,626		1,147
Total	$	62,153	$	37,446	$	20,971

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STOCK REPURCHASE PROGRAM

12 Months Ended

Dec. 31, 2011

STOCK REPURCHASE PROGRAM [ABSTRACT]

STOCK REPURCHASE PROGRAM

(20)STOCK REPURCHASE PROGRAM

Stock Repurchase Program

The Company has a stock repurchase program, which was initially authorized by the Company's Board of Directorsin November 2001. As of December 31, 2011, the cumulative authorized repurchase allowance was $462.3 million. During the year ended December 31, 2011, the Company purchased 3.4million shares for $63.7million. Since inception of the program, the Company has purchased 32.2 million shares for $430.6 million. As of December 31, 2011, the remaining allowance under the program was approximately $31.7 million. For the period from January 1, 2012 through February 23, 2012, the Company has purchased an additional 0.2 million shares for $2.4 million. The stock repurchase program does not have an expiration date.

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INDEBTEDNESS

12 Months Ended

Dec. 31, 2011

INDEBTEDNESS [Abstract]

INDEBTEDNESS

(13)INDEBTEDNESS

Credit Facility

On October 1, 2010, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders led by KeyBank National Association, Wells Fargo Bank, National Association, Bank of America, N.A., BBVA Compass, and JPMorgan Chase Bank, N.A. The Credit Agreement amended and restated in its entirety the Company's prior credit facility entered into during 2006. The five-year, $350.0 million revolving credit facility with expanded foreign borrower and multi-currency flexibility also includes a $150.0 million accordion provision providing an option to increase the aggregate commitment to $500.0 million.

The Credit Agreement provides for a secured revolving credit facility that matures on September 30, 2015 with an initial maximum aggregate commitment of $350.0 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 $500.0 million 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.

Base rate loans bear interest at a rate equal to the greatest of (i) KeyBank National Association's prime rate, (ii) the federal funds effective rate plus 0.5% or (iii) the one month London Interbank Offered Rate (“LIBOR”) plus 1.25%, in each case adding a margin based upon the Company's leverage ratio. Eurodollar and alternate currency loans bear interest based upon LIBOR, as adjusted for prescribed bank reserves, plus a margin based upon the Company's leverage ratio. Letter of credit fees are 0.125% of the stated amount of the letter of credit on the date of issuance, renewal or amendment, plus an annual fee equal to the borrowing margin for Eurodollar loans. Facility fees are payable to the lenders in an amount equal to the unused portion of the credit facility and are based upon the Company's leverage ratio.

Indebtedness under the Credit Agreement is guaranteed by certain of the Company's present and future domestic subsidiaries. Indebtedness under the Credit Agreement and the related guarantees are secured by security interests (subject to permitted liens) in the U.S. accounts receivable and cash of the Company and certain of its domestic subsidiaries and may be secured by tangible assets of the Company and such domestic subsidiaries if borrowings by foreign subsidiaries exceed $50.0 million and the leverage ratio is greater than 2.50 to 1.00. The Company also pledged 65% of the voting stock and 100% of the non-voting stock of certain of the Company's material foreign subsidiaries and may pledge 65% of the voting stock and 100% of the non-voting stock of the Company's other foreign subsidiaries.

The Company primarily utilizes its Credit Agreement to fund working capital, general operations, stock repurchases and other strategic activities, such as the acquisitions described in Note 2. As of December 31, 2011, and 2010, the Company had borrowings of $64.0 million andzero, respectively, under its Credit Agreement, and its average dailyutilization was $112.4 million and $62.5 million for the years ended December 31, 2011 and 2010, respectively. After consideration for issued letters of credit under the Credit Agreement, totaling $4.5 million, the Company's remaining borrowing capacity was $281.5 million as of December 31, 2011. As of December 31, 2011, 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 December 31, 2011, no foreign loans were outstanding. As of December 31, 2010, only one loan was outstanding for approximately $0.6 million, which was included in Other current liabilities in the accompanying Consolidated Balance Sheets. The line of credit accrued interest at 6.0% per annum.