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8-K - FORM 8-K - TERADATA CORP /DE/tdc-123115x8kearningsrelea.htm

NEWS RELEASE



Teradata Reports 2015 Fourth Quarter and Full-Year Results

Fourth quarter revenue was $719 million, down 6 percent, down 1 percent in constant currency(1) 
Full-year revenue of $2.530 billion, down 7 percent, down 2 percent in constant currency(1) 
GAAP EPS was $0.31 in the fourth quarter, $(0.89) for the full-year period
Non-GAAP EPS was $0.70 in the fourth quarter, $2.06 for the full-year period(2) 
Excluding the Marketing Applications business that Teradata expects to exit in 2016, year over year:
2016 non-GAAP revenue expected to be flat to down 2 percent in constant currency,
2016 non-GAAP EPS expected to be $2.35 - $2.50
Teradata is continuing to execute on its business transformation initiatives

ATLANTA, Georgia - February 4, 2016 -- Teradata Corp. (NYSE: TDC) reported revenue of $719 million for the quarter ended December 31, 2015, versus $761 million in the fourth quarter of 2014. Fourth quarter revenue decreased 6 percent when compared to the prior year period, a decrease of 1 percent when compared in constant currency.(1) For the full-year 2015, revenue was $2.530 billion, a 7 percent decrease from $2.732 billion in 2014. In constant currency, full-year revenue decreased 2 percent versus 2014. (1) Currency created a 5 percentage point headwind for both the fourth quarter and full-year revenue comparisons to prior year results.

Gross margin was 50.8 percent, versus 55.8 percent reported in the fourth quarter of 2014 under U.S. Generally Accepted Accounting Principles (GAAP). On a non-GAAP basis, excluding stock-based compensation expense and special items described in footnote #2, gross margin was 52.2 percent, versus 56.9 percent in the prior year period.(2) The decrease in non-GAAP gross margin for the quarter resulted primarily from deal mix and currency impact. Gross margin reported under GAAP for the full-year 2015 was 50.4 percent, versus 54.1 percent in 2014. On a non-GAAP basis, excluding special items described in footnote #2, 2015 full-year non-GAAP gross margin was 52.0 percent, versus 55.5 percent for the full-year 2014.(2) The decrease in non-GAAP gross margin for the full-year primarily resulted from deal mix and currency impact.

Teradata reported fourth quarter GAAP net income of $41 million, or $0.31 per diluted share, which compared to net income of $118 million, or $0.77 per diluted share, in the fourth quarter of 2014. Stock-based compensation expense and other special items (including a goodwill impairment charge of $34 million , or $0.25 of earnings per share) reduced Teradata’s 2015 fourth quarter net income by $53 million, or $0.39 of earnings per diluted share, as reported under GAAP.(2) Excluding stock-based compensation expense and special items (including goodwill impairment), non-GAAP net income in the fourth quarter of 2015 was $94 million, or $0.70 per diluted share, versus $140 million, or $0.91 per diluted share, in the fourth quarter of 2014.(2)


1



Full-year net loss reported under GAAP was $(124) million, or $(0.89) per share, which compared to net income of $367 million, or $2.33 per diluted share in 2014. Stock-based compensation expense and other special items (including goodwill impairment of $374 million, or $2.62 of earnings per share) reduced Teradata’s 2015 GAAP net income by $416 million, or $2.95 of earnings per share.(2) Excluding stock-based compensation expense and special items (including goodwill impairment), full-year non-GAAP net income was $292 million, or $2.06 per diluted share in 2015, compared to $452 million, or $2.86 per diluted share in 2014.(2) 
“I am pleased that Teradata’s fourth quarter results were in line with expectations and that we are making solid progress on our transformation plan for Teradata’s successful future,” said Mike Koehler, president and chief executive officer, Teradata Corporation.
“We have developed a comprehensive transformation blueprint and are on the path to return the company to meaningful and sustainable revenue growth. Teradata continues to be universally known as the leader in high performance data analytics. Many of our customers are leaders in their industries, and we are their partner of choice for driving business value from their data. Our transformation plan builds on this position of strength, and will advance our leadership and expand our market opportunity.”
Segment Revenue Performance
(in millions)

 
For the Three Months Ended December 31
 
 
2015
 
2014
 
% Change as Reported
 
% Change in Constant Currency(1)
 
Data and Analytics

$669

 

$709

 
(6
%)
 
(1
%)
 
Marketing Applications
50

 
52

 
(4
%)
 
1
%
 
Total Revenue

$719

 

$761

 
(6
%)
 
(1
%)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Twelve Months Ended December 31
 
 
2015
 
2014
 
% Change as Reported
 
% Change in Constant Currency(1)
 
Data and Analytics

$2,337

 

$2,523

 
(7
%)
 
(2
%)
 
Marketing Applications
193

 
209

 
(8
%)
 
(1
%)
 
Total Revenue

$2,530

 

$2,732

 
(7
%)
 
(2
%)
 
 
 
 
 
 
 
 
 
 
Operating Income
Fourth quarter GAAP operating income of $63 million compared to $158 million reported in the fourth quarter of 2014. On a non-GAAP basis, operating income was $134 million versus $187 million in the fourth quarter of
2014.(2) The decrease in non-GAAP operating income was primarily due to lower revenue, lower product gross margin, and currency impact.


2



Full-year GAAP operating loss was $(92) million in 2015, versus operating income of $503 million in 2014. On a non-GAAP basis, full-year operating income was $409 million, versus $621 million in 2014.(2) The year-over-year decrease in non-GAAP operating income was due to lower revenue, lower gross margin, higher research and development expenses and currency impact.
Income Taxes
Teradata’s GAAP tax rate was 39.7% in the fourth quarter of 2015 versus 24.8% in 2014, and the fourth quarter 2015 non-GAAP tax rate was 28.8% as compared to 25.1% in 2014.(2) The year-over-year increase for both was driven by incremental tax expense resulting from the actual foreign pre-tax earnings being lower than previously forecasted in 2015.  In addition, the GAAP effective tax rate was higher as a result of the $34 million impairment charge taken in the fourth quarter of 2015, which was treated as a permanent non-deductible tax item.
The full-year 2015 GAAP tax rate was (202.4%) versus 25.7% for 2014.  The 2015 GAAP tax rate was driven by $374 million of goodwill impairment charges in 2015, of which $351 million was treated as a permanent non-deductible tax item; this results in full-year GAAP income tax expense of $83 million, on a pre-tax GAAP loss of $(41) million, causing a negative tax rate of (202.4%). The full-year 2015 non-GAAP tax rate was 27.5% as compared to 27.2% for 2014.(2)  There were no material discrete tax items impacting the non-GAAP tax rates for full-year 2015 or 2014. The increase between periods was driven by a lower proportion of foreign pre-tax earnings in 2015 versus 2014.
Cash Flow
For the full-year 2015, Teradata generated $401 million of cash from operating activities, compared to $680 million in 2014. Teradata generated $281 million of free cash flow(3) in 2015, versus $551 million in 2014. In addition to lower net income, the timing of accounts receivable collections between the fourth quarter of 2014 and the first quarter of 2015 had a meaningful impact on lower free cash flow in 2015 versus 2014.
Balance Sheet
Teradata ended the quarter with $839 million in cash, with over 95% held outside the United States.
As of December 31, 2015, Teradata had total debt of approximately $780 million, including $600 million outstanding under a term loan and $180 million drawn on its $400 million revolving credit facility.

Share Repurchases
During the fourth quarter, Teradata purchased approximately 3.5 million shares of its stock for $99 million. For the full-year 2015, Teradata acquired approximately 19 million shares for $647 million.
As of the end of 2015, Teradata had approximately $573 million of remaining authorization for share repurchases under its general share repurchase program. The stock is anticipated to be repurchased on an ongoing basis in open market transactions at management’s discretion.


3




2016 Guidance
Teradata expects to exit the majority of its Marketing Applications business around the end of the first quarter of 2016. As such, Teradata’s GAAP revenue guidance for 2016 includes approximately $40 million of revenue for the Marketing Applications business in the first quarter of 2016, but does not include revenue expectations for the exited business beyond the first quarter of 2016. GAAP revenue guidance for the full year 2016 is expected to be in the $2.315 billion to $2.360 billion range, or down 7 to 8 percent from 2015. On a constant currency basis, GAAP revenue is expected to be down 5 to 7 percent, as Teradata expects 2 percentage points of currency headwind for the full year.
On a non-GAAP basis excluding the Marketing Applications business Teradata expects to exit in 2016, full-year 2016 revenue is expected to be $2.275 billion - $2.320 billion, or down 8 to 10 percent (down 6 to 8 percent on a constant currency basis).(1) Teradata’s 2015 full-year revenue included approximately $152 million of revenue from the Marketing Applications business Teradata expects to exit in 2016. For comparison purposes, when the Marketing Applications business is excluded for both 2015 and 2016, revenue is expected to be down 2 to 4 percent, or flat to down 2 percent in constant currency.
Full-year 2016 GAAP earnings per share guidance of $1.68 to $1.83 includes the Marketing Applications business for the three months ended March 31, 2016 but excludes any tax expense in connection with the sale of such business. On a non-GAAP basis, which also excludes stock-based compensation expense and other special items, as well as the expected $(7) million after-tax loss from Teradata’s Marketing Applications business in the first quarter of 2016, non-GAAP earnings per share is expected to be in the $2.35 - $2.50 range.(2) Teradata’s Marketing Applications business experienced an approximate $45 million operating loss in 2015. The year over year increase in non-GAAP earnings per share is driven by exiting the Marketing Applications business, as well as the benefits of Teradata’s transformation and cost rationalization initiatives.

Business Transformation
Teradata is making good progress in its business transformation, including the expected exit of its Marketing Applications business, and will provide more information regarding these initiatives during its earnings conference call today as well as later this summer at an Analyst Day.
Relating to the expected exit of the Marketing Applications business, at December 31, 2015 Teradata recorded the “assets held for sale” and “liabilities held for sale” at a current estimate of fair value less expected cost to sell. Future adjustments to these estimates may be necessary as the sale of the business is completed.

4



Earnings Conference Call
A conference call is scheduled today at 8:30 a.m. (ET) to discuss the company’s fourth quarter and full-year 2015 results and 2016 guidance. Access to the conference call, as well as a replay of the call, is available on Teradata’s website at investor.teradata.com.
Supplemental Financial Information
Additional information regarding Teradata’s operating results is provided below as well as on the Investor Relations page of Teradata’s website.

1.
The impact of currency is determined by calculating the prior-period results using the current-year monthly average currency rates. See the foreign currency fluctuation schedule on the Investor Relations page of the company’s web site at investor.teradata.com, which is used to determine revenue on a constant currency (“CC”) basis.

 
For the Three Months Ended
December 31
(in millions)
Revenue
2015
 
2014
 
% Chg as Rpt’d
 
% Chg in CC
 
2015
 
2014
 
% Chg as Rpt’d
 
% Chg in CC
Products

$320

 

$360

 
(11
%)
 
(7
%)
 

$1,057

 

$1,227

 
(14
%)
 
(9
%)
(software/hardware)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consulting services
220

 
225

 
(2
%)
 
5
%
 
780

 
817

 
(5
%)
 
3
%
Maintenance services
179

 
176

 
2
%
 
5
%
 
693

 
688

 
1
%
 
6
%
Total Services
399

 
401

 
0
%
 
5
%
 
1,473

 
1,505

 
(2
%)
 
4
%
Total Revenue

$719

 

$761

 
(6
%)
 
(1
%)
 

$2,530

 

$2,732

 
(7
%)
 
(2
%)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By Segment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Data and Analytics

$669

 

$709

 
(6
%)
 
(1
%)
 

$2,337

 

$2,523

 
(7
%)
 
(2
%)
Marketing Applications
50

 
52

 
(4
%)
 
1
%
 
193

 
209

 
(8
%)
 
(1
%)
Total Revenue

$719

 

$761

 
(6
%)
 
(1
%)
 

$2,530

 

$2,732

 
(7
%)
 
(2
%)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2.
Teradata reports its results in accordance with GAAP. However, as described below, the company believes that certain non-GAAP measures (such as non-GAAP gross margin, non-GAAP operating income, non-GAAP net income, and non-GAAP earnings per diluted share, or EPS, which exclude certain items as well as free cash flow) are useful for investors. Our non-GAAP measures are not meant to be considered in isolation or as substitutes for, or superior to, results determined in accordance with GAAP, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP.

Special items included in Teradata’s 2015 fourth quarter GAAP net income included the following items, net of tax: $10 million of stock-based compensation expense; $5 million of amortization of acquisition-related intangible assets, $9 million of acquisition transaction, integration and reorganization-related expenses, $34 million for impairment of goodwill and $5 million for a gain on an equity investment.

Special items for Teradata’s 2015 full-year GAAP net income included the following items, net of tax: $41 million of stock-based compensation expense; $25 million of amortization of acquisition-related intangible assets; $19 million of acquisition transaction, integration and reorganization-related expenses, $35 million for gains on equity investments, and $366 million for impairment of goodwill.

The following tables reconcile Teradata’s actual and projected results and EPS under GAAP to the company’s actual and projected non-GAAP results and EPS for the periods presented, which exclude certain items. Our management regularly uses supplemental non-GAAP financial measures, such as gross margin, operating income, net income and

5



EPS, excluding certain items internally, to understand, manage and evaluate our business and support operating decisions. The company believes such non-GAAP financial measures (1) provide useful information to investors regarding the underlying business trends and performance of the company’s ongoing operations, (2) are useful for period-over-period comparisons of such operations and results, that may be more easily compared to peer companies and allow investors a view of the company’s operating results excluding special items, (3) provide useful information to management and investors regarding present and future business trends, and (4) provide consistency and comparability with past reports and projections of future results.

Teradata’s reconciliation of GAAP to non-GAAP results included in this release.
(in millions, except per share data)
 
 
For the Three Months
Ended December 31
 
For the Twelve Months
Ended December 31
 
 
Gross Margin:
 
2015
 
2014
 
% Chg as Rpt’d
 
2015
 
2014
 
% Chg as Rpt’d
GAAP Gross Margin
 

$365

 

$425

 
(14%)
 

$1,276

 

$1,479

 
(14%)
% of Revenue
 
50.8
%
 
55.8
%
 
 
 
50.4
 %
 
54.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Excluding:
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
4

 
3

 
 
 
14

 
11

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of acquisition-related intangible
assets
 
4

 
5

 
 
 
19

 
21

 
 
Acquisition, integration and reorganization-
related costs
 
2

 
-

 
 
 
7

 
5

 
 
Non-GAAP Gross Margin
 

$375

 

$433

 
(13%)
 

$1,316

 

$1,516

 
(13%)
% of Revenue
 
52.2
%
 
56.9
%
 
 
 
52.0
 %
 
55.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income:
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating Income(Loss)
 

$63

 

$158

 
(60%)
 

($92
)
 

$503

 
(118%)
% of Revenue
 
8.8
%
 
20.8
%
 
 
 
(3.60
)%
 
18.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Excluding:
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
14

 
14

 
 
 
58

 
50

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of acquisition-related intangible
assets
 
8

 
12

 
 
 
39

 
47

 
 
Acquisition, integration and reorganization-
related costs
 
15

 
3

 
 
 
30

 
21

 
 
Impairment of goodwill
 
34

 
-

 
 
 
374

 
-

 
 
Non-GAAP Operating Income
 

$134

 

$187

 
(28%)
 

$409

 

$621

 
(34%)
% of Revenue
 
18.6
%
 
24.6
%
 
 
 
16.2
 %
 
22.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income:
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Net Income(Loss)
 

$41

 

$118

 
(65%)
 

($124
)
 

$367

 
(134%)
% of Revenue
 
5.7
%
 
15.5
%
 
 
 
(4.90
%)
 
13.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Excluding:
 
 
 
 
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
10

 
10

 
 
 
41

 
34

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of acquisition-related intangible
assets
 
5

 
8

 
 
 
25

 
31

 
 
Acquisition, integration and reorganization-
related costs
 
9

 
4

 
 
 
19

 
14

 
 
Net (gain)/loss on equity investments
 
(5)

 
-

 
 
 
(35)

 
6

 
 
Impairment of goodwill
 
34

 
-

 
 
 
366

 
-

 
 
Non-GAAP Net Income
 

$94

 

$140

 
(33%)
 

$292

 

$452

 
(35%)
% of Revenue
 
13.1
%
 
18.4
%
 
 
 
11.5
 %
 
16.5
%
 
 

6



    
 
For the periods ended December 31
Three Months
 
Twelve Months
Diluted Earnings Per Share:
2015
 
2014
 
2015
 
2014
GAAP earnings(loss) per share

$0.31

 

$0.77

 
$(0.89)
 

$2.33

Excluding:
 
 
 
 
 
 
 
Stock-based compensation expense
0.07

 
0.07

 
0.29

 
0.22

 
 
 
 
 
 
 
 
Amortization of acquisition-related intangible
assets
0.04

 
0.05

 
0.18

 
0.20

Acquisition, integration and reorganization
related costs
0.07

 
0.02

 
0.14

 
0.08

Net (gain)/loss on equity investments
(0.04)

 
-

 
(0.25)

 
0.03

Impairment of goodwill
0.25

 
-

 
2.62

 
-

Impact of dilution*
-

 
-

 
(.03)

 
-

Non-GAAP diluted earnings per share

$0.70

 

$0.91

 

$2.06

 

$2.86


*Represents the impact to earnings per share as a result of moving from basic to diluted shares. See the Reconciliation of Results – GAAP to Non-GAAP for basic and diluted shares in the twelve months ended December 31, 2015 on the Investor Relations page of the company’s website at investor.teradata.com.

    
 
 
Full-Year
Diluted Earnings Per Share:
 
2016 Guidance
GAAP diluted earnings(loss) per share **
 
$1.68 - $1.83
Excluding:
 
 
Stock-based compensation expense
 
0.38
 
 
 
Amortization of acquisition-related intangible assets
 
0.05
Acquisition, integration and reorganization related costs
 
0.19
Exit of Marketing Applications business – Q1 2016**
 
0.05
Non-GAAP diluted earnings per share
 
$2.35 - $2.50

**Reflects the expectations of the 1Q 2016 results of operations of the portion of the Teradata’s Marketing Applications business that we expect to sell around the end of the first quarter of 2016. However, the GAAP guidance for 2016 currently excludes the incremental tax expense associated with the expected exit of the Marketing Applications business; the current estimated potential impact to GAAP EPS is in the range of $0.40 - $0.45 per share, but the actual expense is highly dependent on a number of variables, including the final terms of the planned sale of the business. Teradata will update its full-year 2016 GAAP expectations after such terms have been finalized.

3.
As described above, the company believes that free cash flow is a useful non-GAAP measure for investors. Teradata defines free cash flow as cash provided/used by operating activities less capital expenditures for property and equipment, and additions to capitalized software. Free cash flow does not have a uniform definition under GAAP and therefore, Teradata’s definition may differ from other companies’ definitions of this measure. Teradata’s management uses free cash flow to assess the financial performance of the company and believes it 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 generated after capital expenditures for, among other things, investment in the company’s existing businesses, strategic acquisitions, strengthening the company’s balance sheet, repurchase of the company’s stock and repayment of the company’s debt obligations, if any. Free cash flow does not represent the residual cash flow available for discretionary expenditures since there may be other nondiscretionary expenditures that are not deducted from the measure. This non-GAAP measure is not meant to be considered in isolation, as a substitute for, or superior to, results determined in accordance with GAAP, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP.



7





For the Periods Ended December 31
(in millions)
 
Three Months
 
Twelve Months
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Cash provided by operating activities (GAAP)

$31

 

$97

 

$401

 

$680

   Less capital expenditures for:
 
 
 
 
 
 
 
Expenditures for property and equipment
(9)

 
(17)

 
(52)

 
(54)

Additions to capitalized software
(17)

 
(18)

 
(68)

 
(75)

Total capital expenditures
(26)

 
(35)

 
(120)

 
(129)

Free Cash Flow (non-GAAP measure)(3)

$5

 

$62

 

$281

 

$551

 
 
 
 
 
 
 
 
Note to Investors
This news release contains forward-looking statements, including statements as to anticipated or expected results, beliefs, opinions and future financial performance, within the meaning of Section 21E of the Securities and Exchange Act of 1934. Forward-looking statements include projections of revenue, profit growth and other financial items, future economic performance and statements concerning analysts’ earnings estimates, among other things. These forward-looking statements are based upon current expectations and assumptions and involve risks and uncertainties that could cause Teradata’s actual results to differ materially. In addition to the factors discussed in this release, other risks and uncertainties could affect our future results, and could cause actual results to differ materially from those expressed in such forward-looking statements. Such factors include those relating to: the global economic environment in general or on the ability of our suppliers to meet their commitments to us, or the timing of purchases by our current and potential customers, and other general economic and business conditions; the rapidly changing and intensely competitive nature of the information technology industry and the data analytics business, including the increased pressure on price/performance for data analytics solutions; fluctuations in our operating results, unanticipated delays or accelerations in our sales cycles and the difficulty of accurately estimating revenues; failure to realize the anticipated benefits of our business transformation program, divestitures, or other restructuring and cost saving initiatives; risks inherent in operating in foreign countries, including the impact of economic, political, legal, regulatory, compliance, cultural, foreign currency fluctuations and other conditions abroad; the timely and successful development, production or acquisition and market acceptance of new and existing products and services, including our ability to accelerate market acceptance of new products and services as well as the reliability, quality, security and operability of new products because of the difficulty and complexity associated with their testing and production; tax rates; turnover of workforce and the ability to attract and retain skilled employees; availability and successful exploitation of new acquisition and alliance opportunities; our ability to execute integration plans for newly acquired entities, including the possibility that expected synergies and operating efficiencies may not be achieved, that such integration efforts may be more difficult, time-consuming or costly than expected, and that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; recurring revenue may decline or fail to be renewed; changes in Generally Accepted Accounting Principles (GAAP) and the resulting impact, if any, on the company’s accounting policies; continued efforts to establish and maintain best-in-class and secure internal information technology and control systems; and other factors described from time-to-time in the company’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K and subsequent quarterly reports on Forms 10-Q, as well as the company’s annual reports to stockholders. The company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


8




About Teradata
Teradata (NYSE: TDC) offers a leading portfolio of big data analytic solutions, integrated marketing applications, and services that help organizations gain a sustainable competitive advantage with data. Visit teradata.com.
Get to know Teradata:
Teradata and the Teradata logo are trademarks or registered trademarks of Teradata Corporation and/or its affiliates in the U.S. and worldwide.



INVESTOR CONTACT:
Gregg Swearingen
Teradata
(937) 242-4600
gregg.swearingen@teradata.com



MEDIA CONTACT:
Mike O’Sullivan
Teradata
(937) 242-4786
mike.osullivan@teradata.com


# # #


9



SCHEDULE A

TERADATA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except for per share amounts-unaudited)
 
 
 
For the Period Ended December 31
 
 
 
Three Months
 
Twelve Months
 
 
 
2015
 
2014
 
% Chg
 
2015
 
2014
 
% Chg
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Products
 
 
$
320

 
$
360

 
(11%)
 
$
1,057

 
$
1,227

 
(14%)
Services
 
 
399

 
401

 
(0%)
 
1,473

 
1,505

 
(2%)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenue
 
 
719

 
761

 
(6%)
 
2,530

 
2,732

 
(7%)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Product gross margin
 
 
180

 
233

 
 
 
617

 
784

 
 
% of Revenue
 
 
56.3
%
 
64.7
%
 
 
 
58.4
 %
 
63.9
%
 
 
Services gross margin
 
 
185

 
192

 
 
 
659

 
695

 
 
% of Revenue
 
 
46.4
%
 
47.9
%
 
 
 
44.7
 %
 
46.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
 
 
365

 
425

 
 
 
1,276

 
1,479

 
 
% of Revenue
 
 
50.8
%
 
55.8
%
 
 
 
50.4
 %
 
54.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
 
213

 
213

 
 
 
766

 
770

 
 
Research and development expenses
 
 
55

 
54

 
 
 
228

 
206

 
 
Impairment of goodwill
 
 
34

 

 
 
 
374

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
 
63

 
158

 
 
 
(92
)
 
503

 
 
% of Revenue
 
 
8.8
%
 
20.8
%
 
 
 
(3.6
%)
 
18.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income (expense), net
 
 
5

 
(1
)
 
 
 
51

 
(9
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
 
 
68

 
157

 
 
 
(41
)
 
494

 
 
% of Revenue
 
 
9.5
%
 
20.6
%
 
 
 
(1.6
)%
 
18.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
 
27

 
39

 
 
 
83

 
127

 
 
% Tax rate
 
 
39.7
%
 
24.8
%
 
 
 
(202.4
%)
 
25.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
 
$
41

 
$
118

 
 
 
$
(124
)
 
$
367

 
 
% of Revenue
 
 
5.7
%
 
15.5
%
 
 
 
(4.9
%)
 
13.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per common share
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
$
0.31

 
$
0.78

 
 
 
$
(0.89
)
 
$
2.36

 
 
Diluted
 
 
$
0.31

 
$
0.77

 
 
 
$
(0.89
)
 
$
2.33

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
132.1

 
151.8

 
 
 
139.6

 
155.3

 
 
Diluted
 
 
134.0

 
154.1

 
 
 
139.6

 
157.8

 
 


10




SCHEDULE B
TERADATA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions-unaudited)
 
 
December 31,
 
September 30,
 
December 31,
 
 
2015
 
2015
 
2014
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Cash and cash equivalents
 
$
839

 
$
874

 
$
834

Accounts receivable, net
 
580

 
486

 
619

Inventories
 
49

 
52

 
38

Assets held for sale
 
317

 

 

Other current assets
 
55

 
102

 
81

 
 
 
 
 
 
 
Total current assets
 
1,840

 
1,514

 
1,572

 
 
 
 
 
 
 
Property and equipment, net
 
143

 
159

 
159

Capitalized software, net
 
190

 
195

 
199

Goodwill
 
380

 
587

 
948

Acquired intangible assets
 
22

 
114

 
136

Deferred income taxes
 
37

 
19

 
20

Other assets
 
20

 
21

 
98

 
 
 
 
 
 
 
Total assets
 
$
2,632

 
$
2,609

 
$
3,132

 
 
 
 
 
 
 
Liabilities and stockholders' equity
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
Current portion of long-term debt
 
$
30

 
$
23

 
$
53

Short-term borrowings
 
180

 
110

 
220

Accounts payable
 
96

 
111

 
126

Payroll and benefits liabilities
 
120

 
124

 
125

Deferred revenue
 
367

 
387

 
370

Liabilities held for sale
 
58

 

 

Other current liabilities
 
102

 
83

 
101

 
 
 
 
 
 
 
Total current liabilities
 
953

 
838

 
995

 
 
 
 
 
 
 
Long-term debt
 
570

 
577

 
195

Pension and other postemployment plan liabilities
 
89

 
96

 
99

Long-term deferred revenue
 
15

 
14

 
18

Deferred tax liabilities
 
39

 
60

 
86

Other liabilities
 
27

 
28

 
32

 
 
 
 
 
 
 
Total liabilities
 
1,693

 
1,613

 
1,425

 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
 
 
Common stock
 
1

 
1

 
1

Paid-in capital
 
1,128

 
1,116

 
1,054

(Accumulated deficit) retained earnings
 
(114
)
 
(57
)
 
656

Accumulated other comprehensive loss
 
(76
)
 
(64
)
 
(4
)
 
 
 
 
 
 
 
Total stockholders' equity
 
939

 
996

 
1,707

 
 
 
 
 
 
 
Total liabilities and stockholders' equity
 
$
2,632

 
$
2,609

 
$
3,132

 
 
 
 
 
 
 

11




SCHEDULE C
TERADATA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions-unaudited)
 
 
For the Period Ended December 31
 
 
Three Months
 
Twelve Months
 
 
2015
 
2014
 
2015
 
2014
Operating activities
 
 
 
 
 
 
 
 
Net income (loss)
 
$
41

 
$
118

 
$
(124
)
 
$
367

Adjustments to reconcile net income to net cash provided
 
 
 
 
 
 
 
 
  by operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
41

 
41

 
170

 
169

Stock-based compensation expense
 
13

 
14

 
56

 
50

Excess tax benefit from stock-based compensation
 
4

 

 
4

 
(2
)
Deferred income taxes
 
(14
)
 
15

 
(24
)
 
(2
)
(Gain) loss on investments
 
(6
)
 

 
(56
)
 
9

Impairment of goodwill
 
34

 

 
374

 

Changes in assets and liabilities:
 
 
 
 
 
 
 
 
Receivables
 
(133
)
 
(98
)
 
1

 
101

Inventories
 
3

 
6

 
(11
)
 
18

Current payables and accrued expenses
 
17

 
(13
)
 
(8
)
 
(23
)
Deferred revenue
 
11

 
(15
)
 
24

 
(28
)
Other assets and liabilities
 
20

 
29

 
(5
)
 
21

 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
31

 
97

 
401

 
680

 
 
 
 
 
 
 
 
 
Investing activities
 
 
 
 
 
 
 
 
Expenditures for property and equipment
 
(9
)
 
(17
)
 
(52
)
 
(54
)
Additions to capitalized software
 
(17
)
 
(18
)
 
(68
)
 
(75
)
Proceeds from the disposition of investments
 
16

 

 
85

 

Business acquisitions and other investing activities
 
(8
)
 
(20
)
 
(17
)
 
(69
)
 
 
 
 
 
 
 
 
 
Net cash provided by (used) in investing activities
 
(18
)
 
(55
)
 
(52
)
 
(198
)
 
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
 
 
 
Repurchases of common stock
 
(116
)
 
(269
)
 
(657
)
 
(551
)
Proceeds from long-term borrowings
 

 

 
600

 

Repayments of long-term borrowings
 

 
(7
)
 
(247
)
 
(26
)
Proceeds from credit facility borrowings
 
70

 
220

 
180

 
220

Repayments of credit facility borrowings
 

 

 
(220
)
 

Excess tax benefit from stock-based compensation
 
(4
)
 

 
(4
)
 
2

Other financing activities, net
 
6

 
9

 
24

 
29

 
 
 
 
 
 
 
 
 
Net cash used in financing activities
 
(44
)
 
(47
)
 
(324
)
 
(326
)
 
 
 
 
 
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
 
(4
)
 
(9
)
 
(20
)
 
(17
)
 
 
 
 
 
 
 
 
 
(Decrease) Increase in cash and cash equivalents
 
(35
)
 
(14
)
 
5

 
139

Cash and cash equivalents at beginning of period
 
874

 
848

 
834

 
695

Cash and cash equivalents at end of period
 
$
839

 
$
834

 
$
839

 
$
834

 
 
 
 
 
 
 
 
 


12





SCHEDULE D

TERADATA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions-unaudited)
 
 
For the Three Months Ended December 31
 
 
2015
 
2014
 
% Change As Reported
 
% Change Constant Currency
Segment Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Data and Analytics
 
$
669

 
$
709

 
(6%)
 
(1%)
Marketing Applications
 
50

 
52

 
(4%)
 
1%
Total revenue
 
719

 
761

 
(6%)
 
(1%)
 
 
 
 
 
 
 
 
 
Segment gross margin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Data and Analytics
 
354

 
411

 
 
 
 
% of Revenue
 
52.9
%
 
58.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketing Applications
 
21

 
22

 
 
 
 
% of Revenue
 
42.0
%
 
42.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total segment gross margin
 
375

 
433

 
 
 
 
% of Revenue
 
52.2
%
 
56.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciling items (1)
 
(10
)
 
(8
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
 
$
365

 
$
425

 
 
 
 
% of Revenue
 
50.8
%
 
55.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Twelve Months Ended December 31
 
 
2015
 
2014
 
% Change As Reported
 
% Change Constant Currency
Segment Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Data and Analytics
 
$
2,337

 
$
2,523

 
(7%)
 
(2%)
Marketing Applications
 
193

 
209

 
(8%)
 
(1%)
Total revenue
 
2,530

 
2,732

 
(7%)
 
(2%)
 
 
 
 
 
 
 
 
 
Segment gross margin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Data and Analytics
 
1,237

 
1,422

 
 
 
 
% of Revenue
 
52.9
%
 
56.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketing Applications
 
79

 
94

 
 
 
 
% of Revenue
 
40.9
%
 
45.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total segment gross margin
 
1,316

 
1,516

 
 
 
 
% of Revenue
 
52.0
%
 
55.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciling items (1)
 
(40
)
 
(37
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
 
$
1,276

 
$
1,479

 
 
 
 
% of Revenue
 
50.4
%
 
54.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Reconciling items include stock-based compensation, amortization of acquisition-related intangible assets and acquisition, integration and
reorganization-related items.
 
 
 
 
 
 


13