Annual Statements Open main menu

TERADATA CORP /DE/ - Quarter Report: 2014 June (Form 10-Q)

Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

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

For the quarterly period ended June 30, 2014

OR

 

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

For the transition period from                  to                 

Commission File Number 001-33458

TERADATA CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   75-3236470
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

10000 Innovation Drive

Dayton, Ohio 45342

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 548-8348

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  ¨

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

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

At July 25, 2014, the registrant had approximately 155.0 million shares of common stock outstanding.

 

 

 


Table of Contents

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

 

     

Description

  

Page

 

Item 1.

   Financial Statements   
  

Condensed Consolidated Statements of Income (Unaudited) Three and Six Months Ended June  30, 2014 and 2013

     3   
  

Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three and Six Months Ended June  30, 2014 and 2013

     4   
  

Condensed Consolidated Balance Sheets (Unaudited) June 30, 2014 and December 31, 2013

     5   
  

Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2014 and 2013

     6   
  

Notes to Condensed Consolidated Financial Statements (Unaudited)

     7   

Item 2.

  

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

     14   

Item 3.

   Quantitative and Qualitative Disclosures about Market Risk      22   

Item 4.

  

Controls and Procedures

     22   

PART II—OTHER INFORMATION

  
     

Description

  

Page

 

Item 1.

  

Legal Proceedings

     22   

Item 1A.

  

Risk Factors

     23   

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

     23   

Item 3.

  

Defaults Upon Senior Securities

     23   

Item 4.

  

Mine Safety Disclosures

     23   

Item 5.

  

Other Information

     24   

Item 6.

  

Exhibits

     24   
  

Signatures

     25   

 

2


Table of Contents

Part 1—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

Teradata Corporation

Condensed Consolidated Statements of Income (Unaudited)

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
In millions, except per share amounts        2014             2013              2014             2013      

Revenue

         

Product revenue

   $ 300      $ 303       $ 573      $ 552   

Service revenue

     376        367         731        705   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total revenue

     676        670         1,304        1,257   
  

 

 

   

 

 

    

 

 

   

 

 

 

Costs and operating expenses

         

Cost of products

     105        101         197        194   

Cost of services

     200        190         403        379   

Selling, general and administrative expenses

     188        185         376        364   

Research and development expenses

     50        47         106        97   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total costs and operating expenses

     543        523         1,082        1,034   
  

 

 

   

 

 

    

 

 

   

 

 

 

Income from operations

     133        147         222        223   

Other expense, net

     (1     0         (8     (1
  

 

 

   

 

 

    

 

 

   

 

 

 

Income before income taxes

     132        147         214        222   

Income tax expense

     36        39         59        55   
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income

   $ 96      $ 108       $ 155      $ 167   
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income per weighted average common share

         

Basic

   $ 0.61      $ 0.66       $ 0.98      $ 1.02   

Diluted

   $ 0.60      $ 0.65       $ 0.97      $ 1.00   

Weighted average common shares outstanding

         

Basic

     156.9        163.4         157.7        164.4   

Diluted

     159.4        166.3         160.2        167.4   

See Notes to Condensed Consolidated Financial Statements (Unaudited).

 

3


Table of Contents

Teradata Corporation

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

 

     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
In millions        2014              2013             2014              2013      

Net income

   $ 96       $ 108      $ 155       $ 167   

Other comprehensive income (loss):

          

Foreign currency translation adjustments

     1         (5     0         (17

Defined benefit plan adjustment

     1         0        1         0   
  

 

 

    

 

 

   

 

 

    

 

 

 

Other comprehensive income (loss)

     2         (5     1         (17
  

 

 

    

 

 

   

 

 

    

 

 

 

Comprehensive income

   $ 98       $ 103      $ 156       $ 150   
  

 

 

    

 

 

   

 

 

    

 

 

 

See Notes to Condensed Consolidated Financial Statements (Unaudited).

 

4


Table of Contents

Teradata Corporation

Condensed Consolidated Balance Sheets (Unaudited)

 

In millions, except per share amounts    June 30,
2014
    December 31,
2013
 

Assets

    

Current Assets

    

Cash and cash equivalents

   $ 934      $ 695   

Accounts receivable, net

     550        717   

Inventories

     50        56   

Other current assets

     103        95   
  

 

 

   

 

 

 

Total current assets

     1,637        1,563   

Property and equipment, net

     156        161   

Capitalized software, net

     196        195   

Goodwill

     950        946   

Acquired intangible assets, net

     126        149   

Deferred income taxes

     24        24   

Other assets

     47        58   
  

 

 

   

 

 

 

Total assets

   $ 3,136      $ 3,096   
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities

    

Accounts payable

   $ 112      $ 114   

Payroll and benefits liabilities

     125        136   

Deferred revenue

     442        390   

Other current liabilities

     167        136   
  

 

 

   

 

 

 

Total current liabilities

     846        776   

Long-term debt

     225        248   

Pension and other postemployment plan liabilities

     72        76   

Long-term deferred revenue

     26        25   

Deferred tax liabilities

     73        87   

Other liabilities

     32        27   
  

 

 

   

 

 

 

Total liabilities

     1,274        1,239   
  

 

 

   

 

 

 

Commitments and contingencies (Note 7)

    

Stockholders’ equity

    

Preferred stock: par value $0.01 per share, 100.0 shares authorized, 0.0 shares issued and outstanding at June 30, 2014 and December 31, 2013

     0        0   

Common stock: par value $0.01 per share, 500.0 shares authorized, 191.5 and 190.9 shares issued at June 30, 2014 and December 31, 2013, respectively

     2        2   

Paid-in capital

     1,012        973   

Treasury stock: 36.1 and 31.6 shares at June 30, 2014 and December 31, 2013, respectively

     (1,374     (1,184

Retained earnings

     2,188        2,033   

Accumulated other comprehensive income

     34        33   
  

 

 

   

 

 

 

Total stockholders’ equity

     1,862        1,857   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 3,136      $ 3,096   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements (Unaudited).

 

5


Table of Contents

Teradata Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

     Six Months Ended June 30,  
In millions    2014     2013  

Operating activities

    

Net income

   $ 155      $ 167   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     84        70   

Stock-based compensation expense

     25        27   

Excess tax benefit from stock-based compensation

     (1     (4

Deferred income taxes

     (12     6   

Loss on investments

     9        0   

Changes in assets and liabilities:

    

Receivables

     168        157   

Inventories

     6        (23

Current payables and accrued expenses

     2        (72

Deferred revenue

     53        46   

Other assets and liabilities

     (8     9   
  

 

 

   

 

 

 

Net cash provided by operating activities

     481        383   
  

 

 

   

 

 

 

Investing activities

    

Expenditures for property and equipment

     (21     (31

Additions to capitalized software

     (37     (34

Business acquisitions and other investing activities

     (7     (39
  

 

 

   

 

 

 

Net cash used in investing activities

     (65     (104
  

 

 

   

 

 

 

Financing activities

    

Repurchases of common stock

     (184     (184

Repayments of long-term borrowings

     (11     (8

Excess tax benefit from stock-based compensation

     1        4   

Other financing activities, net

     14        15   
  

 

 

   

 

 

 

Net cash used in financing activities

     (180     (173
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     3        (9
  

 

 

   

 

 

 

Increase in cash and cash equivalents

     239        97   

Cash and cash equivalents at beginning of period

     695        729   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 934      $ 826   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements (Unaudited).

 

6


Table of Contents

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

These statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the results of operations, financial position and cash flows of Teradata Corporation (“Teradata” or the “Company”) for the interim periods presented herein. The year-end 2013 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts and disclosures. Actual results may vary from these estimates.

These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Teradata’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “2013 Annual Report”). The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.

2. New Accounting Pronouncements

Revenue Recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance that affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The new guidance supersedes the revenue recognition requirements in the prior revenue recognition guidance, and most industry-specific guidance. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer are amended to be consistent with the guidance on recognition and measurement in this update. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the FASB defines a five step process which includes the following: (1) Identify the contract with a customer, (2) Identify the performance obligations in the contract, (3) Determine the transaction price, (4) Allocate the transaction price to the performance obligations in the contract and (5) Recognize revenue when (or as) the entity satisfies a performance obligation.

The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early application not permitted. The Company is currently evaluating the impact on its consolidated financial position, results of operations and cash flows.

Accounting for Share-based Payments with Performance Targets. In June 2014, the FASB issued new guidance that would require that a performance target that affects vesting and that could be achieved after the requisite service period, be treated as a performance condition. A reporting entity should apply existing guidance as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The amendments in this update are effective for annual periods, and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company is currently evaluating the impact on its consolidated financial position, results of operations and cash flows.

 

7


Table of Contents

Recently Adopted Guidance. In July 2013, the FASB issued new guidance requiring the financial statement presentation of an unrecognized tax benefit in a particular jurisdiction, or a portion thereof, as a reduction to a deferred tax asset for a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward, unless the uncertain tax position is not available to reduce, or would not be used to reduce, the NOL or carryforward under the tax law in the same jurisdiction; otherwise, the unrecognized tax benefit should be presented as a gross liability and should not be combined with a deferred tax asset. This new guidance is effective for interim and annual periods beginning after December 15, 2013. On January 1, 2014, the Company adopted the new guidance which did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

3. Supplemental Financial Information

 

     As of  
In millions    June 30,
2014
     December 31,
2013
 

Inventories

     

Finished goods

   $ 33       $ 39   

Service parts

     17         17   
  

 

 

    

 

 

 

Total inventories

   $ 50       $ 56   
  

 

 

    

 

 

 

Deferred revenue

     

Deferred revenue, current

   $ 442       $ 390   

Long-term deferred revenue

     26         25   
  

 

 

    

 

 

 

Total deferred revenue

   $ 468       $ 415   
  

 

 

    

 

 

 

4. Goodwill and Acquired Intangible Assets

The following table identifies the activity relating to goodwill by operating segment:

 

In millions    Balance
December 31,
2013
     Additions      Currency
Translation
Adjustments
     Balance
June 30,
2014
 

Goodwill

           

Americas

   $ 626       $ 3       $ 0       $ 629   

International

     320         0         1         321   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total goodwill

   $ 946       $ 3       $ 1       $ 950   
  

 

 

    

 

 

    

 

 

    

 

 

 

The changes to goodwill for the six months ended June 30, 2014 were due to immaterial acquisitions executed during the period, as well as changes in foreign currency exchange rates.

 

8


Table of Contents

Acquired intangible assets were specifically identified when acquired, and are deemed to have finite lives. The gross carrying amount and accumulated amortization for Teradata’s acquired intangible assets were as follows:

 

            June 30, 2014     December 31, 2013  
In millions    Amortization
Life (in Years)
     Gross
Carrying
Amount
     Accumulated
Amortization
and Currency
Translation
Adjustments
    Gross
Carrying
Amount
     Accumulated
Amortization
and Currency
Translation
Adjustments
 

Acquired intangible assets

             

Intellectual property/developed technology

     1 to 7       $ 147       $ (78   $ 153       $ (70

Customer relationships

     3 to 10         77         (28     77         (23

Trademarks/trade names

     1 to 5         15         (10     15         (7

In-process research and development

     5         5         (2     5         (1

Non-compete agreements

     1 to 3         1         (1     1         (1
     

 

 

    

 

 

   

 

 

    

 

 

 

Total

     1 to 10       $ 245       $ (119   $ 251       $ (102
     

 

 

    

 

 

   

 

 

    

 

 

 

For the six months ended June 30, 2014, the gross carrying amount of acquired intangible assets was reduced by certain intangible assets previously acquired that became fully amortized and were removed from the balance sheet.

Total amortization expense related to acquired intangible assets was $12 million and $23 million for the three and six months ended June 30, 2014 and $11 million and $22 million for the three and six months ended June 30, 2013, respectively. The estimated amortization expense for acquired intangible assets for the following periods is as follows:

 

     Remainder of
2014
     For the year ended (estimated)  
In millions       2015      2016      2017      2018      2019  

Amortization expense

   $ 23       $ 36       $ 27       $ 18       $ 7       $ 6   

5. Income Taxes

Income tax provisions for interim periods are based on estimated annual income tax rates, adjusted to reflect the effects of any significant infrequent or unusual items which are required to be discretely recognized within the current interim period. The Company’s intention is to permanently reinvest its foreign earnings outside of the United States. As a result, the effective tax rates in the periods presented are largely based upon the forecasted pre-tax earnings mix and allocation of certain expenses in various taxing jurisdictions where the Company conducts its business that apply a broad range of statutory income tax rates, a large majority of which are less than the U.S. statutory rate.

The effective tax rate for the three months ended June 30, 2014 and June 30, 2013 was 27.3% and 26.5%, respectively. The effective tax rate for the six months ended June 30, 2014 and June 30, 2013 was 27.6% and 24.8%, respectively. The increase is primarily driven by the expiration of the U.S. Federal Research and Development Tax Credit (“US R&D Tax Credit”) on December 31, 2013. As a result, there is no tax benefit associated with the US R&D Tax Credit reflected in the effective tax rate for the three and six months ended June 30, 2014. The effective tax rate for the three and six months ended June 30, 2013 included the marginal rate benefit of the US R&D Tax Credit for 2013, as well as a one-time discrete $4 million tax benefit associated with the US R&D Tax Credit for 2012, which was retroactively reinstated with the enactment of the American Taxpayer Relief Act of 2012 in January of 2013.

 

9


Table of Contents

6. Derivative Instruments and Hedging Activities

As a portion of the Teradata’s operations is conducted outside the United States and in currencies other than the U.S. dollar, the Company is exposed to potential gains and losses from changes in foreign currency exchange rates. In an attempt to mitigate the impact of currency fluctuations, the Company uses foreign exchange forward contracts to hedge transactional exposures resulting predominantly from foreign currency denominated inter-company receivables and payables. The forward contracts are designated as fair value hedges of specified foreign currency denominated inter-company receivables and payables and generally mature in three months or less. The Company does not hold or issue derivative financial instruments for trading purposes, nor does it hold or issue leveraged derivative instruments. By using derivative financial instruments to hedge exposures to changes in exchange rates, the Company exposes itself to credit risk. The Company manages exposure to counterparty credit risk by entering into derivative financial instruments with highly rated institutions that can be expected to fully perform under the terms of the applicable contracts.

All derivatives are recognized in the Consolidated Balance Sheet at their fair value. The fair values of foreign exchange contracts are based on market spot and forward exchange rates and represent estimates of possible value that may not be realized in the future. Changes in the fair value of derivative financial instruments, along with the loss or gain on the hedged asset or liability, are recorded in current period earnings. The notional amounts represent agreed-upon amounts on which calculations of dollars to be exchanged are based, and are an indication of the extent of Teradata’s involvement in such instruments. These notional amounts do not represent amounts exchanged by the parties and, therefore, are not a measure of the instruments. Across its portfolio of contracts, Teradata has both long and short positions relative to the U.S. dollar. As a result, Teradata’s net involvement is less than the total contract notional amount of the Company’s foreign exchange forward contracts.

The contract notional amount of the Company’s foreign exchange forward contracts was $80 million ($9 million on a net basis) at June 30, 2014, and $152 million ($24 million on a net basis) at December 31, 2013. The fair value derivative assets and liabilities recorded in other current assets and accrued liabilities at June 30, 2014 and December 31, 2013, were not material.

Gains and losses from the Company’s fair value hedges (foreign currency forward contracts and related hedged items) were immaterial for the three and six months ended June 30, 2014 and June 30, 2013. Gains and losses from foreign exchange forward contracts are fully recognized each period and reported along with the offsetting gain or loss of the related hedged item, either in cost of products or in other income, depending on the nature of the related hedged item.

7. Commitments and Contingencies

In the normal course of business, the Company is subject to proceedings, lawsuits, governmental investigations, claims and other matters, including those that relate to the environment, health and safety, employee benefits, export compliance, intellectual property, tax matters and other regulatory compliance and general matters.

Guarantees and Product Warranties. Guarantees associated with the Company’s business activities are reviewed for appropriateness and impact to the Company’s financial statements. Periodically, the Company’s customers enter into various leasing arrangements coordinated with a leasing company. In some instances, the Company guarantees the leasing company a minimum value at the end of the lease term on the leased equipment. As of June 30, 2014, the maximum future payment obligation of this guaranteed value and the associated liability balance was $4 million.

The Company provides its customers a standard manufacturer’s warranty and records, at the time of the sale, a corresponding estimated liability for potential warranty costs. Estimated future obligations due to warranty claims are based upon historical factors such as labor rates, average repair time, travel time, number of service calls and cost of replacement parts. For each consummated sale, the Company recognizes the total customer revenue and records the associated warranty liability using pre-established warranty percentages for that product class.

 

10


Table of Contents

The following table identifies the activity relating to the warranty reserve for the six months ended June 30:

 

In millions    2014     2013  

Warranty reserve liability

    

Beginning balance at January 1

   $ 8      $ 8   

Provisions for warranties issued

     7        7   

Settlements (in cash or in kind)

     (8     (8
  

 

 

   

 

 

 

Balance at June 30

   $ 7      $ 7   
  

 

 

   

 

 

 

The Company also offers extended and/or enhanced coverage to its customers in the form of maintenance contracts. The Company accounts for these contracts by deferring the related maintenance revenue over the extended and/or enhanced coverage period. Costs associated with maintenance support are expensed as incurred. Amounts associated with these maintenance contracts are not included in the table above.

In addition, the Company provides its customers with certain indemnification rights. In general, the Company agrees to indemnify the customer if a third party asserts patent or other infringement on the part of the customer for its use of the Company’s products. The Company has entered into indemnification agreements with the officers and directors of its subsidiaries. From time to time, the Company also enters into agreements in connection with its acquisition and divesture activities that include indemnification obligations by the Company. The fair value of these indemnification obligations is not readily determinable due to the conditional nature of the Company’s potential obligations and the specific facts and circumstances involved with each particular agreement, and as such the Company has not recorded a liability in connection with these indemnification arrangements. Historically, payments made by the Company under these types of agreements have not had a material effect on the Company’s consolidated financial condition, results of operations or cash flows.

8. Fair Value Measurements

Fair value measurements are established utilizing a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, defined as significant other observable inputs, such as quoted prices in active markets for similar assets or liabilities, or quoted prices in less-active markets for identical assets; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s assets and liabilities measured at fair value on a recurring basis include money market funds and foreign currency exchange contracts. A portion of the Company’s excess cash reserves are held in money market funds which generate interest income based on the prevailing market rates. Money market funds are included in cash and cash equivalents in the Company’s balance sheet. Money market fund holdings are measured at fair value using quoted market prices and are classified within Level 1 of the valuation hierarchy. When deemed appropriate, the Company minimizes its exposure to changes in foreign currency exchange rates through the use of derivative financial instruments, specifically, forward foreign exchange contracts. The fair value of these contracts are measured at the end of each interim reporting period using observable inputs other than quoted prices, specifically market spot and forward exchange rates. As such, these derivative instruments are classified within Level 2 of the valuation hierarchy. Fair value gains for open contracts are recognized as assets and fair value losses are recognized as liabilities. The fair value derivative assets and liabilities recorded in other current assets and accrued liabilities at June 30, 2014 and December 31, 2013, were not material. Any realized gains or losses would be mitigated by corresponding gains or losses on the underlying exposures.

 

11


Table of Contents

The Company’s assets measured at fair value on a recurring basis and subject to fair value disclosure requirements at June 30, 2014 and December 31, 2013 were as follows:

 

            Fair Value Measurements at Reporting Date Using  
In millions    Total      Quoted Prices in
Active Markets
for Identical
Assets

(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
 

Assets

           

Money market funds, June 30, 2014

   $ 477       $ 477       $ 0       $ 0   

Money market funds, December 31, 2013

   $ 318       $ 318       $ 0       $ 0   

9. Debt

Teradata’s five-year revolving credit agreement (the “Credit Facility”), has a borrowing capacity of up to $300 million. The Credit Facility ends on June 15, 2017, at which point any remaining outstanding borrowings would be due for repayment unless extended by agreement of the parties for up to two additional one-year periods. The interest rate charged on borrowings pursuant to the Credit Facility can vary depending on the interest rate option the Company chooses to utilize and the Company’s leverage ratio at the time of the borrowing. In the near term, Teradata would anticipate choosing a floating rate based on the London Interbank Offered Rate (“LIBOR”). The Credit Facility is unsecured and contains certain representations and warranties, conditions, affirmative, negative and financial covenants, and events of default customary for such facilities.

As of June 30, 2014, the Company had no borrowings outstanding under the Credit Facility, leaving $300 million in additional borrowing capacity available under the Credit Facility. The Company was in compliance with all covenants as of June 30, 2014.

Teradata’s senior unsecured $300 million five-year term loan is payable in quarterly installments, which commenced on June 30, 2012, with all remaining principal due in April 2016. The outstanding principal amount of the term loan agreement bears interest at a floating rate based upon a negotiated base rate or a Eurodollar rate plus in each case a margin based on the leverage ratio of the Company. As of June 30, 2014, the term loan principal outstanding was $263 million, and carried an interest rate of 1.1875%. The Company was in compliance with all covenants as of June 30, 2014.

Teradata’s term loan is recognized on the Company’s balance sheet at its unpaid principal balance, and is not subject to fair value measurement. However, given that the loan carries a variable rate, the Company estimates that the unpaid principal balance of the term loan would approximate its fair value. If measured at fair value in the financial statements, the Company’s term loan would be classified as Level 2 in the fair value hierarchy.

10. Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during the reported period. The calculation of diluted earnings per share is similar to basic earnings per share, except that the weighted average number of shares outstanding includes the dilution from potential shares resulting from stock options, restricted stock awards and other stock awards.

 

12


Table of Contents

The components of basic and diluted earnings per share are as follows:

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
In millions, except per share amounts    2014      2013      2014      2013  

Net income available for common stockholders

   $ 96       $ 108       $ 155       $ 167   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average outstanding shares of common stock

     156.9         163.4         157.7         164.4   

Dilutive effect of employee stock options, restricted stock and other stock awards

     2.5         2.9         2.5         3.0   
  

 

 

    

 

 

    

 

 

    

 

 

 

Common stock and common stock equivalents

     159.4         166.3         160.2         167.4   
  

 

 

    

 

 

    

 

 

    

 

 

 

Earnings per share:

           

Basic

   $ 0.61       $ 0.66       $ 0.98       $ 1.02   

Diluted

   $ 0.60       $ 0.65       $ 0.97       $ 1.00   

Certain options to purchase shares of common stock were not included in the computation of diluted earnings per share because their exercise prices were greater than the average market price of the common shares for the period, and therefore would have been anti-dilutive. For the three months ended June 30, 2014 and June 30, 2013 there were 2.2 million and 0.7 million shares of common stock excluded from the computation of diluted earnings per share. For the six months ended June 30, 2014 and June 30, 2013 there were 2.2 million and 0.4 million shares of common stock excluded from the computation of diluted earnings per share.

11. Segment and Other Supplemental Information

Teradata manages its business in two geographic regions, which are also the Company’s operating segments: (1) the Americas region (North America and Latin America); and (2) the International region (Europe, Middle East, Africa, Asia Pacific and Japan). Management evaluates the performance of its segments based on revenue and segment margin. Corporate-related costs are fully-allocated to the segments, but for management reporting purposes assets are not allocated to the segments.

The following table presents regional segment revenue and segment gross margin for the Company:

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
In millions    2014     2013      2014     2013  

Segment revenue

         

Americas

   $ 374      $ 405       $ 758      $ 760   

International

     302        265         546        497   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total revenue

     676        670         1,304        1,257   
  

 

 

   

 

 

    

 

 

   

 

 

 

Segment gross margin

         

Americas

     217        240         440        435   

International

     154        139         264        249   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total gross margin

     371        379         704        684   
  

 

 

   

 

 

    

 

 

   

 

 

 

Selling, general and administrative expenses

     188        185         376        364   

Research and development expenses

     50        47         106        97   
  

 

 

   

 

 

    

 

 

   

 

 

 

Total income from operations

     133        147         222        223   

Other expense, net

     (1     0         (8     (1
  

 

 

   

 

 

    

 

 

   

 

 

 

Income before income taxes

   $ 132      $ 147       $ 214      $ 222   
  

 

 

   

 

 

    

 

 

   

 

 

 

 

13


Table of Contents

The following table presents revenue by product and services for the Company:

 

     Three Months Ended      Six Months Ended  
     June 30,      June 30,  
In millions    2014      2013      2014      2013  

Products (software and hardware)(1)

   $ 300       $ 303       $ 573       $ 552   
  

 

 

    

 

 

    

 

 

    

 

 

 

Consulting services

     203         207         392         393   

Maintenance services

     173         160         339         312   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total services

     376         367         731         705   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

   $ 676       $ 670       $ 1,304       $ 1,257   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Our analytic database software and hardware products are often sold and delivered together in the form of a “node” of capacity as an integrated technology solution. Accordingly, it is impracticable to provide the breakdown of revenue from various types of software and hardware products.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

You should read the following discussion in conjunction with the Condensed Consolidated Financial Statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q and in the 2013 Annual Report on Form 10-K.

Second Quarter Financial Overview

As more fully discussed in later sections of this MD&A, the following were significant financial items for the second quarter of 2014:

 

   

Total revenue was $676 million for the second quarter of 2014, up 1% from the second quarter of 2013, with a 1% decrease in product revenue and a 2% increase in services revenue.

 

   

Gross margin decreased to 54.9% in the second quarter of 2014 from 56.6% in the second quarter of 2013, driven by lower product and services margins.

 

   

Operating income was $133 million in the second quarter of 2014, compared to $147 million in the second quarter of 2013, driven by lower product revenue and gross margin, partially offset by a services revenue increase. Operating income was also impacted by an increase in Selling, General and Administrative (“SG&A”) expenses that resulted primarily from our ongoing strategic initiative of increased demand creation spend, and an increase in Research and Development (“R&D”) expense in the second quarter of 2014.

 

   

Net income in the second quarter of 2014 was $96 million, compared to $108 million in the second quarter of 2013.

Strategic Overview

Teradata helps companies achieve competitive advantage and win in their markets by empowering them to become “data-driven businesses” capable of exploiting data for insight and value through its analytic data solutions.

 

14


Table of Contents

Teradata’s strategy focuses on three large and growing markets: integrated data warehousing (“IDW”), big data analytics, and integrated marketing cloud applications. We continue to focus on the following key initiatives to broaden our position in these markets and take advantage of growth opportunities.

 

   

Invest to expand our leading Unified Data Architecture, IDW software and platform family, big data discovery platforms, Hadoop®-based data management platforms, and integrated marketing cloud applications to address multiple market segments through internal development and targeted strategic acquisitions;

 

   

Deliver our solutions via the cloud (as a service) or on premise with offerings that support marketing applications as a service, data warehousing as a service, as well as discovery analytics as a service and data management as a service;

 

   

Invest in partnerships to increase the number of solutions available on Teradata platforms, maximize customer value, and increase our market coverage; and

 

   

Continue to seek opportunities to strengthen our sales resources, by opportunistically hiring incremental sales support resources as well as technology and industry consultants.

Future Trends

We believe that demand for our analytic data platforms will continue to increase due to the continued growth of data volumes and types of data, the scale and complexity of business requirements, and the growing use of new data elements and more analytics over time. The adoption by customers of a broader set of analytics including predictive analytics, path analysis, network analysis/graph, and many others is driving more applications, usage and capacity. This increased breadth of analytics also drives the need for an overall architecture to manage an increasingly complex analytics environment. As a result, we expect that Teradata’s leadership in analytic data platforms and Unified Data Architecture positions us for future growth. In addition, we believe that our competitive position in integrated marketing cloud applications, including our marketing operations, campaign management and digital messaging offerings, will contribute to our growth and be increasingly synergistic with the Company’s big data analytics business as companies gain competitive advantage through data-driven marketing with their customers.

This growth, however, is not expected to be without its challenges from general economic conditions, competitive pressures, alternative technologies, and other risks and uncertainties. Since mid-2012, Teradata has seen a change in customers’ buying patterns, particularly in the Americas region, with respect to large capital investments and related services. Currently, we believe that the greatest challenge for future revenue growth relates to pressures on large capital expenditures from the Company’s largest customers (by historical revenue) in the Americas region. Revenue for these customers has been trending lower since 2012, while we continue to experience growth outside of these large customers. We believe that a number of factors are contributing to a slowdown in growth within this group of larger customers, including: information technology budget constraints; the relatively recent investments made by several of these customers to build out their Teradata IDW environments; a current focus of investments in their analytical ecosystems which have lower average selling prices than IDW environments; and to a lesser degree the transfer of some IDW workloads to specialized platforms in the analytical ecosystem.

Overall, we believe that IDW will remain a critical part of companies’ analytical ecosystems and Teradata’s technology is highly differentiated with our ability to handle the concurrency and service level agreements of hundreds to thousands of mission-critical users and applications. Further, we believe the Company has the opportunity for continued revenue growth from both the expansion of our existing customers’ analytical ecosystems (through growth in IDW, Teradata big data analytics and integrated marketing cloud applications) as well as the addition of new customers.

Although we did not experience significant changes for the first half of 2014 due to competitive and/or pricing trends for our analytic data platforms, there is risk that pricing and competitive pressures on our solutions could occur in the future as major customers evaluate and rationalize their analytics infrastructure, particularly to the extent that cost becomes a top priority in companies and lower-cost alternatives are more seriously and frequently considered. However, such alternatives generally do not enable companies to perform mission-critical, complex business analytic workloads or provide a Unified Data Architecture to address mission-critical analytics, discovery analytics, and data management such as those enabled by Teradata’s offerings. As described above, we continue to

 

15


Table of Contents

believe that analytics will remain a high priority for companies and will drive growth for Teradata’s leading solutions. Moreover, we will continue to be committed to new product development and achieving a positive yield from our research and development spending and resources, which are intended to drive future demand. To that end, we expect research and development expense to increase sequentially each quarter during the remainder of 2014.

As a portion of the Company’s operations and revenue occur outside the United States, and in currencies other than the U.S. dollar, the Company is exposed to fluctuations in foreign currency exchange rates. However, based on currency rates at the end of July 2014, Teradata currency translation is not expected to have a meaningful impact on 2014 full year results.

Results of Operations for the Three Months Ended June 30, 2014

Compared to the Three Months Ended June 30, 2013

 

            % of            % of  
In millions    2014      Revenue     2013      Revenue  

Product revenue

   $ 300         44.4   $ 303         45.2

Service revenue

     376         55.6     367         54.8
  

 

 

    

 

 

   

 

 

    

 

 

 

Total revenue

     676         100     670         100
  

 

 

    

 

 

   

 

 

    

 

 

 

Gross margin

          

Product gross margin

     195         65.0     202         66.7

Service gross margin

     176         46.8     177         48.2
  

 

 

      

 

 

    

Total gross margin

     371         54.9     379         56.6
  

 

 

      

 

 

    

Operating expenses

          

Selling, general and administrative expenses

     188         27.8     185         27.6

Research and development expenses

     50         7.4     47         7.0
  

 

 

      

 

 

    

Total operating expenses

     238         35.2     232         34.6
  

 

 

      

 

 

    

Operating income

   $ 133         19.7   $ 147         21.9
  

 

 

      

 

 

    

Revenue

Teradata revenue increased 1% in the second quarter of 2014 compared to the second quarter of 2013. Foreign currency fluctuations did not have a material impact on the revenue increase. Product revenue decreased 1% in the second quarter of 2014 from the prior-year period. Services revenue increased 2% in the second quarter of 2014 from the prior-year period, with an underlying 2% decrease in consulting services revenue, and an 8% increase in maintenance services revenue, as compared to the prior-year period. The decrease in product revenue was driven from the Americas largest customers where we have experienced declines. Our maintenance revenue growth is benefiting from information technology budget constraints from our largest customers who are deferring their product upgrades. Typically, part of a product upgrade is driven by lower maintenance costs as newer systems take less hardware to perform the same workload, therefore reducing the maintenance cost. In addition, maintenance revenue was positively impacted by new customer wins, which increases our maintenance base.

Gross Margin

Gross margin for the second quarter of 2014 was 54.9% compared to 56.6% in the second quarter of 2013. Product gross margin decreased to 65.0% in the second quarter of 2014, compared to 66.7% in the prior-year period. The decrease in product margin was largely a result of increased amortization of previously capitalized software. Service gross margin decreased to 46.8% in the second quarter of 2014 compared to a strong 48.2% rate in the prior-year period. The decrease was driven by the timing and mix of our consulting services engagements.

 

16


Table of Contents

Operating Expenses

Total operating expenses, including SG&A and R&D expenses, was $238 million in the second quarter of 2014 compared to $232 million in second quarter of 2013. SG&A increased by $3 million, and was primarily driven by higher selling expense, resulting from adding sales resources and related headcount. R&D expenses increased $3 million, primarily due to increased R&D spending and decreased R&D capitalization.

Provision for Income Taxes

Income tax provisions for interim periods are based on estimated annual income tax rates, adjusted to reflect the effects of any significant infrequent or unusual items which are required to be discretely recognized within the current interim period. The Company’s intention is to permanently reinvest its foreign earnings outside of the United States. As a result, the effective tax rates in the periods presented are largely based upon the forecasted pre-tax earnings mix between the United States and other foreign taxing jurisdictions where the Company conducts its business under its current structure. The Company estimates its full-year effective tax rate for 2014 to be approximately 26.0%, which takes into consideration, among other things, the forecasted earnings mix by jurisdiction for 2014. The estimate also assumes that the U.S. Federal Research and Development Tax Credit (“US R&D Tax Credit”), which expired on December 31, 2013, will be retroactively reinstated sometime during 2014. If the credit is not reinstated during 2014, we estimate our effective tax rate will be negatively impacted by approximately 50 basis points. The forecasted tax rate is based on the overseas profits being taxed at an overall effective tax rate of approximately 12%, as compared to the federal statutory tax rate of 35% in the United States.

The effective tax rate in the second quarter of 2014 was 27.3%, compared to 26.5% in the second quarter of 2013. The increase is primarily driven by the expiration of the US R&D Tax Credit on December 31, 2013. As a result, there is no tax benefit associated with the US R&D Tax Credit reflected in the effective tax rate for the three months ended June 30, 2014. The effective tax rate for the three months ended June 30, 2013 included the marginal rate benefit of the US R&D Tax Credit for 2013.

Revenue and Gross Margin by Operating Segment

Teradata manages its business in two geographic regions, which are also the Company’s operating segments: the Americas and International regions. Teradata believes this format is useful to investors because it allows analysis and comparability of operating trends by operating segment. It also includes the same information that is used by Teradata management to make decisions regarding the segments and to assess our financial performance. The discussion of our segment results describes the changes in results as compared to the prior-year period.

The following table presents revenue and operating performance by segment for the three months ended June 30:

 

            % of            % of  
In millions    2014      Revenue     2013      Revenue  

Segment revenue

          

Americas

   $ 374         55   $ 405         60

International

     302         45     265         40
  

 

 

    

 

 

   

 

 

    

 

 

 

Total revenue

   $ 676         100   $ 670         100
  

 

 

    

 

 

   

 

 

    

 

 

 

Segment gross margin

          

Americas

   $ 217         58.0   $ 240         59.3

International

     154         51.0     139         52.5
  

 

 

      

 

 

    

Total gross margin

   $ 371         54.9   $ 379         56.6
  

 

 

      

 

 

    

Americas: Revenue decreased 8% in the second quarter of 2014 from the second quarter of 2013, driven by an 18% decrease in product revenue. The revenue decrease was primarily driven from the largest customers in the Americas, where we have experienced product revenue declines. The revenue decrease includes 1% adverse impact from foreign currency fluctuations. Gross margins were 58.0% for the second quarter of 2014, down from 59.3% in the

 

17


Table of Contents

second quarter of 2013. The decrease in gross margin was largely a result of increased amortization of previously capitalized software and lower product revenue.

International: Revenue increased 14% in the second quarter of 2014 from the second quarter of 2013, with an underlying 33% increase in product revenue and a 3% increase in services revenue. The revenue increase was driven by an increase in new customers and the closing of some larger deals earlier than anticipated. The revenue increase includes a 1% favorable impact from foreign currency fluctuations. Gross margins decreased to 51.0% for the second quarter of 2014, from 52.5% in the second quarter of 2013, due to lower consulting services rates in the second quarter of 2014 when compared to the second quarter of 2013.

Results of Operations for the Six Months Ended June 30, 2014

Compared to the Six Months Ended June 30, 2013

 

            % of            % of  
In millions    2014      Revenue     2013      Revenue  

Product revenue

   $ 573         43.9   $ 552         43.9

Service revenue

     731         56.1     705         56.1
  

 

 

    

 

 

   

 

 

    

 

 

 

Total revenue

     1,304         100     1,257         100
  

 

 

    

 

 

   

 

 

    

 

 

 

Gross margin

          

Product gross margin

     376         65.6     358         64.9

Service gross margin

     328         44.9     326         46.2
  

 

 

      

 

 

    

Total gross margin

     704         54.0     684         54.4
  

 

 

      

 

 

    

Operating expenses

          

Selling, general and administrative expenses

     376         28.8     364         29.0

Research and development expenses

     106         8.1     97         7.7
  

 

 

      

 

 

    

Total operating expenses

     482         37.0     461         36.7
  

 

 

      

 

 

    

Operating income

   $ 222         17.0   $ 223         17.7
  

 

 

      

 

 

    

Revenue

Teradata revenue increased 4% during the six months ended June 30, 2014 compared to the six months ended June 30, 2013. Foreign currency fluctuations did not have a material impact on the revenue increase. Product revenue increased 4% in the first half of 2014 from the prior-year period. Service revenue in the first half of 2014 increased 4% from the prior-year period, with an underlying 9% increase in maintenance services revenue while consulting services revenue remained relatively flat, as compared to the prior-year period.

Gross Margin

Gross margin for the six months ended June 30, 2014 was 54.0% compared to 54.4% in the six months ended June 30, 2013. Product gross margin increased to 65.6% in the first half of 2014, compared to 64.9% in the prior-year period. Service gross margin decreased to 44.9% in the first half of 2014 compared to 46.2% in the prior-year period. The decrease in services margins was driven primarily by the timing and mix of our consulting services engagements and expenses related to a voluntary early retirement program in the first quarter of 2014. The decrease was partially offset by an improved revenue mix in higher margin maintenance revenue.

Operating Expenses

Total operating expenses, including SG&A and R&D expenses, was $482 million in the six months ended June 30, 2014 compared to $461 million in the six months ended June 30, 2013. SG&A increased by $12 million, and was primarily driven by higher selling expense, resulting from adding sales resources and related headcount. R&D expenses increased $9 million due to increased R&D spending and expenses related to a voluntary early-retirement program during the first half of 2014.

 

18


Table of Contents

Other Expense, net

The Company recognized $8 million of other expense in the six months ended June 30, 2014, compared to $1 million in the six months ended June 30, 2013. The other expense in the first half of 2014 arose primarily from a $9 million impairment in the carrying value of an equity investment.

Provision for Income Taxes

The effective tax rate for the six months ended June 30, 2014 was 27.6%, compared to 24.8% for the six months ended June 30, 2013. The increase is primarily driven by the expiration of the US R&D Tax Credit on December 31, 2013. As a result, there is no tax benefit associated with the US R&D Tax Credit reflected in the effective tax rate for the six months ended June 30, 2014. The effective tax rate for the six months ended June 30, 2013 included the marginal rate benefit of the US R&D Tax Credit for 2013, as well as a one-time discrete $4 million tax benefit associated with the US R&D Tax Credit for 2012, which was retroactively reinstated with the enactment of the American Taxpayer Relief Act of 2012 in January of 2013.

Revenue and Gross Margin by Operating Segment

The following table presents revenue and operating performance by segment for the six months ended June 30:

 

            % of            % of  
In millions    2014      Revenue     2013      Revenue  

Segment revenue

          

Americas

   $ 758         58   $ 760         60

International

     546         42     497         40
  

 

 

    

 

 

   

 

 

    

 

 

 

Total revenue

   $ 1,304         100   $ 1,257         100
  

 

 

    

 

 

   

 

 

    

 

 

 

Segment gross margin

          

Americas

   $ 440         58.0   $ 435         57.2

International

     264         48.4     249         50.1
  

 

 

      

 

 

    

Total gross margin

   $ 704         54.0   $ 684         54.4
  

 

 

      

 

 

    

Americas: Revenue decreased $2 million in the first half of 2014 from the first half of 2013, driven by a 5% decrease in product revenue. The revenue decrease is primarily driven from the largest customers in the Americas, where we have experienced product revenue declines. Additionally, the revenue decrease includes 1% adverse impact from foreign currency fluctuations. Gross margins were 58.0% for the first half of 2014, up from 57.2% in the first half of 2013, driven primarily by higher maintenance margins and improved capacity on demand (“COD”) conversion.

COD is a common offering used by Teradata and other information technology vendors that allow the customer to purchase extra capacity in the future, typically within 12-18 months. COD enables customers to add capacity quickly. Product cost is recognized upon delivery with no corresponding revenue. When customers activate the COD, we record and recognize the revenue associated with the added capacity and the gross margin is recovered.

International: Revenue increased 10% in the first half of 2014 from the first half of 2013, with an underlying 21% increase in product revenue and a 4% increase in services revenue. The revenue increase was driven by an increase in new customers and the closing of some larger deals earlier than anticipated. The revenue increase was not materially impacted from foreign currency fluctuations. Gross margins decreased to 48.4% for the first half of 2014, from 50.1% in the first half of 2013, largely driven by lower services margins related to consulting services.

 

19


Table of Contents

Financial Condition, Liquidity and Capital Resources

Cash provided by operating activities increased by $98 million in the first half of 2014. In comparison to the prior-year period, the increase in cash provided by operating activities was primarily due to a positive change in working capital, largely driven by a small increase in current payables and accrued expenses during the first half compared to a large decrease in the first half of 2013.

Teradata’s management uses a non-GAAP measure called “free cash flow,” which is not a measure defined under accounting principles generally accepted in the United States of America (“GAAP”). We define free cash flow as net cash provided by operating activities, less capital expenditures for property and equipment, and additions to capitalized software, as one measure of assessing the financial performance of the Company, and this may differ from the definition used by other companies. The components that are used to calculate free cash flow are GAAP measures taken directly from the Condensed Consolidated Statements of Cash Flows (Unaudited). We believe that free cash flow information is useful for investors because it relates the operating cash flow of the Company to the capital that is spent to continue and improve business operations. In particular, free cash flow indicates the amount of cash available after capital expenditures, for among other things, investments in the Company’s existing businesses, strategic acquisitions and repurchase of Teradata common stock. Free cash flow does not represent the residual cash flow available for discretionary expenditures since there may be other non-discretionary expenditures that are not deducted from the measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.

The table below shows net cash provided by operating activities and capital expenditures for the following periods:

 

     Six Months Ended  
     June 30,  
In millions    2014     2013  

Net cash provided by operating activities

   $ 481      $ 383   

Less:

    

Expenditures for property and equipment

     (21     (31

Additions to capitalized software

     (37     (34
  

 

 

   

 

 

 

Free cash flow

   $ 423      $ 318   
  

 

 

   

 

 

 

Financing activities and certain other investing activities are not included in our calculation of free cash flow. These other investing activities primarily consisted of $7 million for the six months ended June 30, 2014 and $39 million for the six months ended June 30, 2013, of immaterial business acquisition and investment activities that were closed during those periods.

Teradata’s financing activities for the six months ended June 30, 2014 and 2013 primarily consisted of cash outflows for share repurchases. The Company purchased 4.5 million shares of its common stock at an average price per share of $41.91 in the six months ended June 30, 2014 and 3.2 million shares at an average price per share of $56.07 in the six months ended June 30, 2013. Share repurchases were made under two share repurchase programs authorized by our Board of Directors. The first program (the “dilution offset program”), allows the Company to repurchase Teradata common stock to the extent of cash received from the exercise of stock options and the Teradata Employee Stock Purchase Plan (“ESPP”) to offset dilution from shares issued pursuant to these plans. On May 5, 2014, the Company’s Board of Directors authorized an additional $300 million to be utilized to repurchase Teradata Corporation common stock under the Company’s second share repurchase program (the “general share repurchase program”). As of June 30, 2014, the Company had $452 million of authorization remaining to repurchase outstanding shares of Teradata common stock. Share repurchases made by the Company are reported on a trade date basis. Our share repurchase activity depends on factors such as our working capital needs, our cash requirements for capital investments, our stock price, and economic and market conditions.

Proceeds from the ESPP and the exercise of stock options were $14 million and $15 million in the six months ended June 30, 2014 and 2013, respectively. These proceeds are included in Other financing activities, net in the Condensed Consolidated Statements of Cash Flows (Unaudited). Additionally, during the first half of 2014 the

 

20


Table of Contents

Company repaid $11 million against the principal balance of its outstanding term loan, which is discussed further below.

Our total in cash and cash equivalents held outside the United States in various foreign subsidiaries was $777 million as of June 30, 2014 and $615 million as of December 31, 2013. The remaining balance held in the United States was $157 million as of June 30, 2014 and $80 million as of December 31, 2013. Under current tax laws and regulations, if cash and cash equivalents and short-term investments held outside the United States are distributed to the United States in the form of dividends or otherwise, we would be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and possible foreign withholding taxes. As of June 30, 2014, we have not provided for the U.S. federal tax liability on approximately $1.1 billion of foreign earnings that are considered permanently reinvested outside of the United States.

Management believes current cash, Company cash flows from operations and its $300 million Credit Facility will be sufficient to satisfy future working capital, research and development activities, capital expenditures, pension contributions, and other financing requirements for at least the next twelve months. The Company principally holds its cash and cash equivalents in bank deposits and highly-rated money market funds.

The Company’s ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures, and other business and risk factors described in the Company’s 2013 Annual Report on Form 10-K (the “2013 Annual Report”), and elsewhere in this Quarterly Report. If the Company is unable to generate sufficient cash flows from operations, or otherwise to comply with the terms of the credit facility and term loan agreement, the Company may be required to seek additional financing alternatives.

Long-term debt. Our five-year revolving credit agreement (the “Credit Facility”), has a borrowing capacity of up to $300 million. The Credit Facility ends on June 15, 2017, at which point any remaining outstanding borrowings would be due for repayment unless extended by agreement of the parties for up to two additional one-year periods. The interest rate charged on borrowings pursuant to the Credit Facility can vary depending on the interest rate option the Company chooses to utilize and the Company’s leverage ratio at the time of the borrowing. In the near term, Teradata would anticipate choosing a floating rate based on the London Interbank Offered Rate (“LIBOR”). The Credit Facility is unsecured and contains certain representations and warranties, conditions, affirmative, negative and financial covenants, and events of default customary for such facilities. As of June30, 2014, the Company had no outstanding borrowings on the Credit Facility, and was in compliance with all covenants.

Teradata’s senior unsecured $300 million five-year term loan is payable in quarterly installments, which commenced on June 30, 2012, with all remaining principal due in April 2016. The outstanding principal amount of the term loan agreement bears interest at a floating rate based upon a negotiated base rate or a Eurodollar rate plus in each case a margin based on the leverage ratio of the Company. As of June 30, 2014, the term loan principal outstanding was $263 million, and carried an interest rate of 1.1875%. The Company was in compliance with all covenants as of June 30, 2014.

Contractual and Other Commercial Commitments. There has been no significant change in our contractual and other commercial commitments as described in the 2013 Annual Report. Our guarantees and product warranties are discussed in Note 7 of Notes to Condensed Consolidated Financial Statements (Unaudited).

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with GAAP. In connection with the preparation of these financial statements, we are required to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosure of contingent liabilities. These assumptions, estimates and judgments are based on historical experience and assumptions that are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. Our critical accounting policies are those that require assumptions to be made about matters that are highly uncertain. Different estimates could have a material impact on our financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially

 

21


Table of Contents

different amounts being reported under different conditions or circumstances. Our management periodically reviews these estimates and assumptions to ensure that our financial statements are presented fairly and are materially correct.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require significant management judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. The significant accounting policies and estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results are discussed in the 2013 Annual Report. Teradata’s senior management has reviewed these critical accounting policies and related disclosures and determined that there were no significant changes in our critical accounting policies in the six months ended June 30, 2014. Also, there were no significant changes in our estimates associated with those policies.

New Accounting Pronouncements

See discussion in Note 2 of Notes to Condensed Consolidated Financial Statements (Unaudited) for new accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have not been any material changes to the market risk factors previously disclosed in Part II, Item 7A of the Company’s 2013 Annual Report on Form 10-K.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Teradata maintains a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including, as appropriate, the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to provide reasonable assurance as of June 30, 2014.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II—OTHER INFORMATION

Item 1. Legal Proceedings.

The information required by this item is included in the material under Note 7 of Notes to Condensed Consolidated Financial Statements (Unaudited) of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

 

22


Table of Contents

Item 1A. Risk Factors.

There have not been any material changes to the risk factors previously disclosed in Part I, Item IA of the Company’s 2013 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Purchase of Company Common Stock

During the second quarter of 2014, the Company executed purchases of 2.5 million shares of its common stock at an average price per share of $41.50 under the two share repurchase programs that were authorized by our Board of Directors. The first program (the “dilution offset program”), allows the Company to repurchase Teradata common stock to the extent of cash received from the exercise of stock options and the Teradata Employee Stock Purchase Plan (“ESPP”) to offset dilution from shares issued pursuant to these plans. On May 5, 2014, the Company’s Board of Directors authorized an additional $300 million to be utilized to repurchase Teradata Corporation common stock under the Company’s second share repurchase program (the “general share repurchase program”). As of June 30, 2014, the Company had $452 million of authorization remaining to repurchase outstanding shares of Teradata common stock. Share repurchases made by the Company are reported on a trade date basis.

Section 16 officers occasionally sell vested shares of restricted stock to the Company at the current market price to cover their withholding taxes. For the six months ended June 30, 2014, the total of these purchases was 9,329 shares at an average price of $43.30 per share.

The following table provides information relating to the Company’s share repurchase programs for the six months ended June 30, 2014:

 

                   Total      Total      Maximum      Maximum  
                   Number      Number      Dollar      Dollar  
                   of Shares      of Shares      Value      Value  
                   Purchased      Purchased      that May      that May  
                   as Part of      as Part of      Yet Be      Yet Be  
            Average      Publicly      Publicly      Purchased      Purchased  
     Total      Price      Announced      Announced      Under the      Under the  
     Number      Paid      Dilution      General Share      Dilution      General Share  
     of Shares      per      Offset      Repurchase      Offset      Repurchase  

Month

   Purchased      Share      Program      Program      Program      Program  

First Quarter Total

     2,031,598       $ 42.42         210,198         1,821,400       $ 3,464,091       $ 246,246,213   
  

 

 

       

 

 

    

 

 

       

April 2014

     —         $ —           —           —         $ 5,469,214       $ 246,246,213   

May 2014

     1,358,093       $ 40.73         100,000         1,258,093       $ 3,859,180       $ 494,888,464   

June 2014

     1,149,603       $ 42.42         131,719         1,017,884       $ 46,137       $ 451,554,123   
  

 

 

       

 

 

    

 

 

       

Second Quarter Total

     2,507,696       $ 41.50         231,719         2,275,977       $ 46,137       $ 451,554,123   
  

 

 

       

 

 

    

 

 

       

In addition, from July 1, 2014 through August 7, 2014, the Company purchased approximately 0 .7 million shares for approximately $31 million.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

 

23


Table of Contents

Item 5. Other Information.

None

Item 6. Exhibits.

 

Reference Number

per Item 601 of

Regulation S-K

  

Description

2.1    Form of Separation and Distribution Agreement between Teradata Corporation and NCR Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated September 11, 2007 (SEC file number 001-33458)).
3.1    Amended and Restated Certificate of Incorporation of Teradata Corporation as amended and restated on September 24, 2007 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K dated September 25, 2007 (SEC file number 001-33458)).
3.2    Amended and Restated By-Laws of Teradata Corporation, as amended and restated on April 29, 2014 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K dated May 5, 2014).
4.1    Common Stock Certificate of Teradata Corporation (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q dated November 13, 2007 (SEC file number 001-33458)).
31.1    Certification pursuant to Rule 13a-14(a), dated August 8, 2014.
31.2    Certification pursuant to Rule 13a-14(a), dated August 8, 2014.
32    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 8, 2014.
101    Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Statements of Income for the three and six month periods ended June 30, 2014 and 2013, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three and six month periods ended June 30, 2014 and 2013, (iii) the Condensed Consolidated Balance Sheets at June 30, 2014 and December 31, 2013, (iv) the Condensed Consolidated Statements of Cash Flows for the six month periods ended June 30, 2014 and 2013 and (v) the notes to the Condensed Consolidated Financial Statements.

 

24


Table of Contents

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.

 

    TERADATA CORPORATION

Date: August 8, 2014

    By:   /s/ Stephen M. Scheppmann
     

Stephen M. Scheppmann

Executive Vice President and Chief Financial Officer

 

25