8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 7, 2009

TERADATA CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number 001-33458

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

2835 Miami Village Drive

Miamisburg, Ohio 45342

(Address of principal executive offices and zip code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The Company is furnishing the following information as required under Item 2.02 “Results of Operations and Financial Condition” of Form 8-K and Item 7.01 “Regulation FD Disclosure.” Such information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

On May 7, 2009, the Company issued a press release setting forth its first quarter 2009 revenue and earnings per share amounts. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

Item 7.01 Regulation FD Disclosure.

The information set forth above under Item 2.02 “Results of Operations and Financial Condition” is furnished pursuant to this Item 7.01 and Exhibit 99.1 is hereby incorporated by reference into this Item 7.01.

Item 8.01 Other Events.

On May 7, 2009, the Company issued a press release announcing that the Board of Directors of the Company authorized an additional $300 million increase to the Company’s existing general share repurchase program and extended the program for an additional two-year period ending February 12, 2012. A copy of the press release is attached hereto as Exhibit 99.2 and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are attached with this current report on Form 8-K:

Exhibit No.	Description
99.1	Press Release, dated May 7, 2009, issued by the Company.
99.2	Press Release, dated May 7, 2009, issued by the Company.

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: May 7, 2009	By:	/s/ Stephen M. Scheppmann
		Stephen M. Scheppmann
		Executive Vice President and Chief Financial Officer

Index to Exhibits

Exhibit No.	Description
99.1	Press Release, dated May 7, 2009, issued by the Company.
99.2	Press Release, dated May 7, 2009, issued by the Company.

EX-99.1

Exhibit 99.1

	2835 Miami Village Drive Miamisburg, OH 45342
	NEWS RELEASE

For media information:	For investor information:
Dian Terry	Gregg Swearingen
(937) 242-4781	(937) 242-4600
dian.terry@teradata.com	gregg.swearingen@teradata.com

For Release on May 7, 2009

Teradata Announces 2009 First Quarter Results

• Constant currency revenue growth from the first quarter of 2008

• Operating margin improved 220 basis points to 16.3% versus prior year comparison

• Earnings per share increased 13 percent to $0.26 versus the first quarter of 2008

• Cash from operating activity of $165 million increased 15 percent from the prior year period

• Teradata Board of Directors authorizes additional $300 million for share repurchases

MIAMISBURG, Ohio – Teradata Corporation (NYSE: TDC), the world’s largest company solely focused on data warehousing and enterprise analytics, today reported revenue of $367 million for the quarter ended March 31, 2009, a decrease of 2 percent from $375 million in the first quarter of 2008. Revenue increased 5 percent from the first quarter of 2008, when adjusting for 7 percentage points of negative impact from currency fluctuation.⁽¹⁾

Gross margin in the first quarter was 54.5 percent versus 51.7 percent in the first quarter of 2008. Gross margin in the first quarter increased 280 basis points, with both product and services gross margins improving from the prior year period.

Selling, general and administrative expenses were down $6 million or 5 percent, from the first quarter of 2008, while research and development expenses increased $5 million, or 20 percent from the prior year period.

Teradata reported first-quarter net income of $45 million, or $0.26 per diluted share, which compared to net income of $42 million, or $0.23 per diluted share, in the first quarter of 2008.

“With constant currency revenue growth, meaningful margin improvement, and a 13% increase in operating income in the first quarter, Teradata is off to a good start for 2009,” said

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Mike Koehler, president and chief executive officer of Teradata Corporation. “I am pleased with our performance in both generating revenue and managing costs in this difficult economy.

“Customers continue to value and invest in Teradata, enabling them to make better strategic and operational decisions, while reducing costs and managing risk.

“Our number one priority is to drive more innovation to extend our leadership position in data warehousing. The strength of our business model and our disciplined approach to managing our solid financial position is allowing us to invest in our future and increase shareholder value.”

Regional Operating Segment Results

Teradata reports its results in three regional operating segments.

North America and Latin America (Americas)

Teradata generated $205 million of revenue in its Americas region in the first quarter of 2009, down 2 percent from $210 million in the first quarter of 2008. Revenue increased 1 percent, when adjusting for 3 percentage points of negative impact from currency translation.⁽¹⁾

Gross margin in the Americas region in the quarter was 57.1 percent, compared to 54.3 percent in the first quarter of 2008. Gross margin in the quarter was higher due to improved service margins.

Europe, Middle East and Africa (EMEA)

Revenue in Teradata’s EMEA region in the first quarter of 2009 was $97 million, down 6 percent from $103 million generated in the first quarter of 2008. Revenue increased 12 percent, when adjusting for currency translation, which negatively impacted revenue growth in the EMEA region by 18 percentage points.⁽¹⁾

Gross margin in the EMEA region in the quarter was 54.6 percent, versus 50.5 percent in the first quarter of 2008. Gross margin in EMEA improved in the first quarter of 2009 driven equally by higher product and service margins.

Asia Pacific / Japan (APJ)

Teradata generated $65 million of revenue in its APJ region in the quarter, a 5 percent increase from $62 million in the first quarter of 2008. Revenue growth in the APJ region was 9 percent, when adjusted for 4 percentage points of negative impact from currency translation.⁽¹⁾

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Gross margin in the APJ region in the quarter was 46.2 percent, compared to 45.2 percent in the first quarter of 2008. Gross margin in the APJ region improved in the quarter due to the increased proportion of product revenues as compared to services revenues.

Operating Income

First-quarter operating income of $60 million improved from $53 million reported in the first quarter of 2008, despite higher research and development expense, and incremental investment in new sales territories. Currency translation as well as lower discretionary expense, from items such as travel and the cancellation of the company’s annual sales incentive and kick-off meetings, contributed to the favorable results.

Other Items

“Other Income” declined $3 million from the first quarter of 2008. Interest income was negatively impacted by the current lower interest rate environment, despite Teradata having a $232 million higher cash and short-term investment balance than at the end of the first quarter of 2008.

The effective income tax rate in the first quarter of 2009 was 25.0 percent, the same as in the prior year period.

Cash Flow

During the first quarter of 2009, Teradata generated $165 million of cash from operating activities, compared to $143 million in the prior year period. Capital expenditures in the first quarter of 2009 and 2008 were $20 million. Teradata generated $145 million of free cash flow (cash from operations less capital expenditures and additions to capitalized software)⁽²⁾ in the first quarter of 2009, versus generating $123 million in the same period in 2008.

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	For the Three Months ended March 31 (in millions)
	2009			2008
Net Income (GAAP)	$	45		$	42
Cash provided by operating activities (GAAP)	$	165		$	143
Less capital expenditures for:
Expenditures for property and equipment		(9	)		(4	)
Additions to capitalized software		(11	)		(16	)
Total capital expenditures		(20	)		(20	)
Free Cash Flow (non-GAAP measure) (2)	$	145		$	123
Free Cash Flow as a percentage of Net Income		322	%		293	%

Balance Sheet

Teradata ended the first quarter of 2009 with $571 million in cash and short term investments, a $129 million increase from December 31, 2008. The company used approximately $20 million of cash to repurchase approximately 1.3 million shares during the first quarter of 2009. As announced in a separate press release today, Teradata’s Board of Directors authorized an additional $300 million to purchase shares under the Company’s general open market share repurchase program. At the time of this extension, there was approximately $65 million remaining of the initial $250 million authorization.

Although Teradata has $300 million of funds available through a pre-arranged credit facility, there was no short- or long-term debt outstanding as of March 31, 2009.

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2009 First-Quarter Earnings Conference Call

A conference call is scheduled today at 8:30 a.m. (EDT) to discuss the company’s first-quarter 2009 results. Access to the conference call, as well as a replay of the call, is available on Teradata’s Web site at www.teradata.com/investor.

Supplemental financial information regarding Teradata’s operating results is also available on the Investor Relations page of Teradata’s Web site.

About Teradata

Teradata Corporation (NYSE: TDC) is the world’s largest company solely focused on raising intelligence through data warehousing, data warehouse appliances, consulting services and enterprise analytics. Teradata is in more than 60 countries and on the web at www.teradata.com.

# # #

Teradata is a trademark or registered trademark of Teradata Corporation in the United States and other countries.

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 schedule on the investor page of the company’s web site www.teradata.com

	For the Periods Ended March 31 Three Months
$ millions Revenue	2009		2008		% Change As Reported		% Change Constant Currency
Products (hardware/software)	$	157	$	165	-5	%	2	%
Professional and installation-related services		106		107	-1	%	7	%
Total solution		263		272	-3	%	4	%
Maintenance services		104		103	1	%	6	%
Total revenue	$	367	$	375	-2	%	5	%
Segment revenue	2009		2008		% Change As Reported		% Change Constant Currency
Americas	$	205	$	210	-2	%	1	%
EMEA		97		103	-6	%	12	%
APJ		65		62	5	%	9	%
Total revenue	$	367	$	375	-2	%	5	%

2. 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’ definition of this measure. Teradata’s management uses free cash flow to assess the financial performance of the company and believes it is

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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 company 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.

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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 on 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 current global economic downturn and its impact on the markets 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 enterprise warehousing business, including the increased pressure on price/performance for data warehousing solutions; fluctuations in our operating results, unanticipated delays or accelerations in our sales cycles and the difficulty of accurately estimating revenues; 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 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; tax rates; turnover of workforce and the ability to attract and retain skilled employees; availability and successful exploitation of new acquisition and alliance opportunities; 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 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 and 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.

Schedule A

TERADATA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in millions, except per share amounts)

	For the Periods Ended March 31
	Three Months
	2009			2008			% Chg
Revenue
Products	$	157		$	165		-5	%
Services		210			210		0	%
Total revenue		367			375		-2	%
Product gross margin		103			105
% of Revenue		65.6	%		63.6	%
Services gross margin		97			89
% of Revenue		46.2	%		42.4	%
Total gross margin		200			194
% of Revenue		54.5	%		51.7	%
Selling, general and administrative expenses		110			116
Research and development expenses		30			25
Income from operations		60			53
% of Revenue		16.3	%		14.1	%
Interest and Other Income, net		—			3
Income before income taxes		60			56
% of Revenue		16.3	%		14.9	%
Income tax expense		15			14
% Tax rate		25.0	%		25.0	%
Net income	$	45		$	42
% of Revenue		12.3	%		11.2	%
Net income per common share
Basic	$	0.26		$	0.23
Diluted	$	0.26		$	0.23
Weighted average common shares outstanding
Basic		173.3			180.4
Diluted		174.3			182.3

Schedule B

TERADATA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions)

	March 31, 2009			December 31, 2008			March 31, 2008
Assets
Current assets
Cash and cash equivalents	$	506		$	402		$	339
Short term investments		65			40			—
Accounts receivable, net		359			451			417
Inventories		52			44			48
Other current assets		67			78			50
Total current assets		1,049			1,015			854
Property and equipment, net		91			88			93
Capitalized software, net		84			80			67
Goodwill		108			110			108
Deferred income taxes		100			109			142
Other assets		27			28			38
Total assets	$	1,459		$	1,430		$	1,302
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	80		$	99		$	98
Payroll and benefits liabilities		68			83			66
Deferred revenue		321			255			300
Other current liabilities		68			103			90
Total current liabilities		537			540			554
Pension and other postemployment plan liabilities		79			83			92
Other liabilities		30			30			11
Total liabilities		646			653			657
Stockholders’ equity
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding		—			—			—
Common stock: par value $0.01 per share, 500.0 shares authorized, 180.9 and 180.5 shares issued at March 31, 2009 and December 31, 2008, respectively		2			2			2
Paid-in capital		580			572			525
Treasury Stock		(158	)		(137	)		—
Retained earnings		374			329			121
Accumulated other comprehensive income		15			11			(3	)
Total stockholders’ equity		813			777			645
Total liabilities and stockholders’ equity	$	1,459		$	1,430		$	1,302

Schedule C

TERADATA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in millions)

	For the Periods Ended March 31
	Three Months
	2009			2008
Operating activities
Net income	$	45		$	42
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14			17
Stock-based compensation expense		5			5
Excess tax benefit from stock-based compensation		—			(1	)
Deferred income taxes		8			6
Changes in assets and liabilities:
Receivables		88			102
Inventories		(7	)		3
Current payables and accrued expenses		(48	)		(59	)
Deferred revenue		66			59
Other assets and liabilities		(6	)		(31	)
Net cash provided by operating activities		165			143
Investing activities
Purchase of short-term investments		(25	)		—
Expenditures for property and equipment		(9	)		(4	)
Additions to capitalized software		(11	)		(16	)
Other investing activities and business acquisitions, net		4			(22	)
Net cash used in investing activities		(41	)		(42	)
Financing activities
Repurchase of common stock		(20	)		(38	)
Excess tax benefit from stock-based compensation		—			1
Other financing activities, net		3			1
Net cash used in financing activities		(17	)		(36	)
Effect of exchange rate changes on cash and cash equivalents		(3	)		4
Increase in cash and cash equivalents		104			69
Cash and cash equivalents at beginning of period		402			270
Cash and cash equivalents at end of period	$	506		$	339

Schedule D

TERADATA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in millions, except per share amounts)

	For the Periods Ended March 31
	Three Months
	2009			2008			% Change As Reported		% Change Constant Currency
Revenue
Americas	$	205		$	210		-2	%	1	%
EMEA		97			103		-6	%	12	%
APJ		65			62		5	%	9	%
Total revenue		367			375		-2	%	5	%
Segment gross margin
Americas		117			114
% of Revenue		57.1	%		54.3	%
EMEA		53			52
% of Revenue		54.6	%		50.5	%
APJ		30			28
% of Revenue		46.2	%		45.2	%
Total gross margin		200			194
% of Revenue		54.5	%		51.7	%
Selling, general and administrative expenses		110			116
Research and development expenses		30			25
Income from operations	$	60		$	53
% of Revenue		16.3	%		14.1	%

EX-99.2

Exhibit 99.2

	2835 Miami Village Drive Miamisburg, OH 45342
	NEWS RELEASE
For media information:	For investor information:
Dian Terry	Gregg Swearingen
(937) 242-4781	(937) 242-4600
dian.terry@teradata.com	gregg.swearingen@teradata.com

For Release on May 7, 2009

Teradata Announces $300 Million Increase in Share Repurchase Program

MIAMISBURG, Ohio – Teradata Corporation (NYSE: TDC), the world’s largest company solely focused on data warehousing and enterprise analytics, today announced that its Board of Directors has authorized a $300 million increase to its general open market share repurchase program. The program, established in February 2008, has also been extended for an additional two-year period expiring in February 2012. As of May 6, 2009, the Company had purchased about 9 million shares of its common stock, spending approximately $185 million of the original $250 million authorized under this program. The Company also has an ongoing anti-dilution offset repurchase program under which it repurchases common stock with cash received from employee stock purchases and option exercises under the Company’s stock plans.

“This additional $300 million stock repurchase authorization reflects our continued confidence in Teradata’s ability to generate attractive cash from operations well in excess of our capital needs to invest in the future growth of our business and strategic opportunities,” said Steve Scheppmann, executive vice president and chief financial officer of Teradata. “Teradata’s strong financial position, with no debt and increasing cash from operations, affords us the opportunity to drive incremental shareholder returns through share-repurchase activity.”

The stock will be repurchased periodically on an ongoing basis in open market transactions at management’s discretion, in accordance with applicable securities rules regarding issuer repurchases.

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About Teradata

Teradata Corporation (NYSE: TDC) is the world’s largest company solely focused on raising intelligence through data warehousing, data warehouse appliances, consulting services and enterprise analytics. Teradata is in more than 60 countries and on the web at www.teradata.com.

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Teradata is a trademark or registered trademark of Teradata Corporation in the United States and other countries.

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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 on 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 current global economic downturn and its impact on the markets 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 enterprise warehousing business, including the increased pressure on price/performance for data warehousing solutions; fluctuations in our operating results, unanticipated delays or accelerations in our sales cycles and the difficulty of accurately estimating revenues; 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 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; tax rates; turnover of workforce and the ability to attract and retain skilled employees; availability and successful exploitation of new acquisition and alliance opportunities; 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 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 and 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.