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 (Unaudited) 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Annual Report"). 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, except as required by law.
Overview
At Teradata Corporation ("we," "us," "Teradata," or the "Company"), we believe that people thrive when empowered with trusted information. We are focused on helping organizations improve business performance, enrich customer experiences, and integrate data across the enterprise. As such, we strive to innovate and deliver trusted solutions for their toughest data and analytics challenges. That is why we built our comprehensive open and connected cloud analytics and data platform for artificial intelligence ("AI"). With our hybrid cloud platform, named Teradata Vantage, underpinned by our extensive patented workload management optimization technology, we are well positioned to help enterprises solve business problems and deliver business breakthroughs with its capabilities to provide harmonized data, trusted AI, and faster innovation. As a result, we believe that we empower our customers to make better, more confident decisions, engage in faster innovation, and drive positive impact within the enterprise.
Teradata is recognized by industry analysts as offering a hybrid cloud analytics and data platform with next-generation, cloud-native deployment and expansive analytics capabilities. We believe we are differentiated by providing our hybrid cloud analytics and data platform offering across an open and connected ecosystem. Our differentiated approach spans deployments in the top public cloud service provider platforms of AWS, Microsoft Azure, and Google Cloud, as well as private cloud platform instances, on-premises, and hybrid environments.
We are continuing to execute on our priorities, including supporting our customers, whether leveraging Teradata in a hybrid environment, in the cloud or on-premises, migrating customers to the cloud, helping them expand their Teradata environment or upgrade to the latest version of our platform, as well as adding new customers. We are also focused on accelerating innovation with our hybrid platform and ClearScape Analytics capabilities, delivering new AI capabilities to enable customers to take advantage of generative and agentic AI, and driving operational excellence and agility across the Company.
To allow for greater transparency regarding the progress we are making toward achieving our strategic objectives, we utilize the following financial and performance metrics:
•Annual Recurring Revenue ("ARR") - annual value at a point in time of recurring contracts.
•Total Annual Recurring Revenue ("Total ARR") - annual value at a point in time of all recurring contracts, including subscription, cloud, software upgrade rights, and maintenance. Total ARR does not include managed services.
•Public Cloud ARR (included within Total ARR) - annual value at a point in time of all contracts related to Public Cloud implementations of Teradata VantageCloud and does not include ARR related to private or managed cloud implementations.
•Cloud Net Expansion Rate - Teradata calculates its last-twelve months dollar-based cloud net expansion rate as of a fiscal quarter end as follows:
◦We identify the ARR for active cloud customers in the fiscal quarter ending one year prior to the given fiscal quarter (the "base period");
◦We then identify the Public Cloud ARR in the given fiscal quarter (the "current period") from the same set of active cloud customers as the base period, including increases in usage, as well as reductions and cancellations, and additional conversions of on-premises revenues to the cloud for customers active in the base period, all in constant currency; and
◦The quarterly dollar-based, Cloud Net Expansion Rate is calculated by taking the ARR from the current period and dividing by the ARR from the base period.
The last twelve-month dollar-based cloud net expansion rate is calculated by taking the average of the quarterly dollar-based cloud net expansion rate from the last fiscal quarter and the prior three fiscal quarters.
Third Quarter Financial Overview
As more fully discussed in later sections of this MD&A, the following were what we view as the more significant financial items for the third quarter of 2025:
•At the end of the third quarter of 2025, Total ARR was $1.490 billion compared to $1.482 billion at the end of the third quarter of 2024, increasing 1% as compared to the third quarter of 2024, including a 1%positive impact from foreign currency fluctuations.
•At the end of the third quarter of 2025, Public Cloud ARR was $633 million compared to $570 million at the end of the third quarter of 2024, increasing 11% as compared to the third quarter of 2024, with no impact from foreign currency fluctuations.
•Total revenue was $416 million for the third quarter of 2025, decreasing by $24 million compared to the third quarter of 2024, with recurring revenue down 2%. Perpetual software licenses, hardware and other revenue reduced by 57%, and consulting services revenue decreased 23%. Foreign currency fluctuations had a 1% positive impact on total revenue for the quarter compared to the prior year.
•Gross margin increased to 60.8% in the third quarter of 2025 from 60.5%in the third quarter of 2024, primarily due to a greater mix of recurring revenue in the period.
•Operating expenses for the third quarter of 2025 decreased 9% compared to the third quarter of 2024, largely from lower employee compensation expense in the third quarter of 2025, due to the impact of restructuring actions taken in the prior year.
•Operating income was $61 million in the third quarter of 2025, compared to $56 million in the third quarter of 2024.
•Net income in the third quarter of 2025 was $40 million, compared to $32 million in the third quarter of 2024.
•Cloud Net Expansion Rate for the third quarter of 2025 was 109%, compared to 120% for the third quarter of 2024.
Results of Operations for the Three Months Ended September 30, 2025
Compared to the Three Months Ended September 30, 2024
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
% of
|
|
|
In millions
|
2025
|
|
Revenue
|
|
2024
|
|
Revenue
|
|
|
Recurring
|
$
|
366
|
|
|
88.0
|
%
|
|
$
|
372
|
|
|
84.6
|
%
|
|
|
Perpetual software licenses, hardware and other
|
3
|
|
|
0.7
|
%
|
|
7
|
|
|
1.6
|
%
|
|
|
Consulting services
|
47
|
|
|
11.3
|
%
|
|
61
|
|
|
13.8
|
%
|
|
|
Total revenue
|
$
|
416
|
|
|
100
|
%
|
|
$
|
440
|
|
|
100
|
%
|
|
Total revenue decreased $24 million, or 5%, in the third quarter of 2025, including a 1% positive impact from foreign currency fluctuations. Recurring revenue decreased 2% as compared to the third quarter of 2024 including a 1% positive impact from foreign currency fluctuations. Recurring revenue for the third quarter of 2025 included growth from Public Cloud revenue, which was more than offset by a decrease in revenue from our on-premises business. Revenue from perpetual software licenses, hardware and other decreased $4 million year over year. Consulting services revenue decreased 23% in the third quarter of 2025, including a 1% negative impact from foreign currency fluctuations. The consulting services revenue decrease is an expected result of the lower order booking activity in the second half of 2024 and into 2025.
Financial and Performance Measures
Our Total ARR is composed of three main categories: (1) Public Cloud ARR, (2) ARR related to on-premises subscription-based contracts and private cloud ("Subscription ARR"), and (3) ARR related to our legacy perpetual maintenance and software upgrade rights. At September 30, 2025 and 2024 our Total ARR consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions
|
|
2025
|
|
2024
|
|
Public Cloud
|
|
$
|
633
|
|
|
$
|
570
|
|
|
Subscription
|
|
765
|
|
|
793
|
|
|
Maintenance and Software upgrade rights
|
|
92
|
|
|
119
|
|
|
Total ARR
|
|
$
|
1,490
|
|
|
$
|
1,482
|
|
|
|
|
|
|
|
|
Cloud Net Expansion rate
|
|
109
|
%
|
|
120
|
%
|
At the end of the third quarter of 2025, Total ARR increased 1% as compared to the third quarter of 2024, including a 1% positive impact from foreign currency fluctuations. At the end of the third quarter of 2025, Public Cloud ARR increased 11% as compared to the third quarter of 2024, with no significant impact from foreign currency fluctuations. Public Cloud ARR growth in the third quarter of 2025 was primarily driven by customer demand of Teradata VantageCloud, our Public Cloud offering. The decreases in subscription ARR and maintenance and software upgrade rights ARR were primarily driven by customer migrations to Public Cloud ARR and on-premises erosions.
In the third quarter of 2025, we experienced the following trends:
•Customers expanding into additional cloud capabilities as they see value when they migrate to VantageCloud.
•Customer interest in AI-driven use cases continues to grow across various industries.
•Some customers implementing cloud migration projects on a staged basis over time.
•Uncertain industry macro-economic environment resulting in delayed customer spending, including for our consulting services.
As a portion of the Company's operations and revenue occur outside the United States, and in currencies other than the United States ("U.S.") dollar, the Company is exposed to fluctuations in foreign currency exchange rates. Based
on currency rates as of September 30, 2025, Teradata is now estimating an immaterial impact from currency translation on our 2025 full-year total reported revenues.
We expect to see continued cloud migration activity with some customer accounts that will continue to be implemented on a staged basis over time. We expect expansion and migration activity as the primary contributors for Public Cloud ARR growth in 2025.
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
% of
|
|
In millions
|
2025
|
|
Revenue
|
|
2024
|
|
Revenue
|
|
Recurring
|
$
|
250
|
|
|
68.3
|
%
|
|
$
|
261
|
|
|
70.2
|
%
|
|
Perpetual software licenses, hardware and other
|
3
|
|
|
100.0
|
%
|
|
2
|
|
|
28.6
|
%
|
|
Consulting services
|
-
|
|
|
-
|
%
|
|
3
|
|
|
4.9
|
%
|
|
Total gross profit
|
$
|
253
|
|
|
60.8
|
%
|
|
$
|
266
|
|
|
60.5
|
%
|
The decrease in recurring revenue gross profit as a percentage of revenue was primarily due to a higher mix of Public Cloud revenues versus on-premises revenue as compared to the prior-year period, offset in part by continued improvement in our Public Cloud margin rate.
Perpetual software licenses, hardware and other gross profit as a percentage of revenue increased as compared to the prior-year period primarily due to deal mix.
Consulting services gross profit as a percentage of revenue decreased as compared to the prior year primarily due to the decrease in revenue as compared to the prior-year period.
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
% of
|
|
In millions
|
2025
|
|
Revenue
|
|
2024
|
|
Revenue
|
|
Selling, general and administrative expenses
|
$
|
122
|
|
|
29.3
|
%
|
|
$
|
137
|
|
|
31.1
|
%
|
|
Research and development expenses
|
70
|
|
|
16.8
|
%
|
|
73
|
|
|
16.6
|
%
|
|
Total operating expenses
|
$
|
192
|
|
|
46.2
|
%
|
|
$
|
210
|
|
|
47.7
|
%
|
Selling, general and administrative ("SG&A") expense decreased year over year due to the impact of continued cost discipline focused on cost reductions across the Company. Research and development ("R&D") expense decreased year over year due to cost reduction initiatives, offset in part by investments in Public Cloud and AI-related technology opportunities.
Other Expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions
|
2025
|
|
2024
|
|
Interest income
|
$
|
2
|
|
|
$
|
3
|
|
|
Interest expense
|
(7)
|
|
|
(7)
|
|
|
Other
|
(2)
|
|
|
(5)
|
|
|
Other expense, net
|
$
|
(7)
|
|
|
$
|
(9)
|
|
Other expense, net in the third quarter of 2025 and 2024 is comprised primarily of interest expense on long-term debt and finance leases, losses resulting from foreign currency transactions, as well as benefit costs on our pension and postemployment plans, partially offset by interest income earned on our cash and cash equivalents. Other expense is down $2 millionyear-over-year primarily due to lower losses in foreign currency exchange rate fluctuations as compared to the prior period.
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 effective tax rates for the three months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
|
2024
|
|
Effective tax rate
|
25.9
|
%
|
|
31.9
|
%
|
For the three months ended September 30, 2025 and 2024, the Company had no material discrete tax adjustments.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation, among other tax changes. While the Company continues to assess the impact of the tax provisions and elections available under the OBBBA on its consolidated financial statements, the Company currently believes that the tax provisions of the legislation are not expected to have a material impact on the Company's effective tax rate and statement of operations.
Effective January 1, 2024, many jurisdictions where we conduct business, including several European Union members and G20 countries, have enacted a 15% global minimum tax on the income generated in each of the jurisdictions in which we operate, referred to as "Pillar Two" of the Global Anti-Base Erosion rules framework that was undertaken by the Organization for Economic Co-operation and Development ("OECD"). We are continuing to monitor developments and evaluate the impacts of the Pillar Two rules; we do not expect the Pillar Two rules to have a material impact to our annual effective tax rate.
We expect that a majority of our foreign earnings will be repatriated to the U.S. As a result, the effective tax rates in the periods presented are largely based upon the forecasted pre-tax earnings mix between the U.S. and other foreign taxing jurisdictions where we conduct our business.
We estimate that the full-year effective tax rate for 2025 will be approximately27%, which takes into consideration, among other things, the forecasted earnings mix by jurisdiction, the estimated impact to GILTI tax, and the estimated discrete items to be recognized in 2025. We are currently forecasting approximately $2 millionof tax expense related to GILTI in our marginal effective tax rate for 2025.
The forecasted tax rate is based on the foreign profits being taxed at an overall effective tax rate of approximately20%, as compared to the U.S. federal statutory tax rate of 21%.
Revenue and Gross Profit by Operating Segment
On August 5, 2024, Teradata announced that it realigned its sales function and initiated global restructuring to optimize operations. Due to these organizational changes, Teradata now manages its business under two segments, which are also the Company's operating segments: (1) Product Sales and (2) Consulting Services. Teradata's Product Sales segment represents the results for the Recurring Revenue and Perpetual Software Licenses, Hardware and Other line items and the Consulting Services segment represents the Consulting Services line item, each as disclosed in the Company's financial statements and in the tables in this Form 10-Q. As the revenue and gross margin trends for these business categories are already discussed in the sections above, there is no separate segment discussion presented here. Our segment information is presented in Note 12 of Notes to Condensed Consolidated Financial Statements (Unaudited).
Results of Operations for the Nine Months Ended September 30, 2025
Compared to the Nine Months Ended September 30, 2024
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
% of
|
|
|
In millions
|
2025
|
|
Revenue
|
|
2024
|
|
Revenue
|
|
|
Recurring
|
$
|
1,078
|
|
|
86.8
|
%
|
|
$
|
1,128
|
|
|
84.1
|
%
|
|
|
Perpetual software licenses, hardware and other
|
16
|
|
|
1.3
|
%
|
|
20
|
|
|
1.5
|
%
|
|
|
Consulting services
|
148
|
|
|
11.9
|
%
|
|
193
|
|
|
14.4
|
%
|
|
|
Total revenue
|
$
|
1,242
|
|
|
100
|
%
|
|
$
|
1,341
|
|
|
100
|
%
|
|
Total revenue decreased $99 million, or 7%, in the first nine months of 2025, with no material impact from foreign currency fluctuations. Recurring revenue decreased 4%. Within recurring revenue, Public Cloud revenue increased primarily due to expansions and migrations.
Revenues from perpetual software licenses, hardware and other decreased 20% year over year in the first nine months of 2025.
Consulting services revenue decreased 23% in the first nine months of 2025, with no material impact from foreign currency fluctuations. The consulting services revenue decrease is an expected result of the lower order booking activity in the second half of 2024 and into 2025.
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
% of
|
|
In millions
|
2025
|
|
Revenue
|
|
2024
|
|
Revenue
|
|
Recurring
|
$
|
735
|
|
|
68.2
|
%
|
|
$
|
795
|
|
|
70.5
|
%
|
|
Perpetual software licenses, hardware and other
|
4
|
|
|
25.0
|
%
|
|
2
|
|
|
10.0
|
%
|
|
Consulting services
|
(8)
|
|
|
(5.4)
|
%
|
|
18
|
|
|
9.3
|
%
|
|
Total gross profit
|
$
|
731
|
|
|
58.9
|
%
|
|
$
|
815
|
|
|
60.8
|
%
|
Recurring revenue gross profit as a percentage of revenue was down from the prior year due to a higher mix of Public Cloud revenue as compared to on-premises revenue, which was partially offset by improvements in the Public Cloud margin rate.
The increase in perpetual software licenses, hardware and other gross profit as a percentage of revenue was primarily driven by deal mix as compared to the prior year.
Consulting services gross profit as a percentage of revenue decreased as compared to the prior year primarily due to the decrease in revenue versus the prior-year period, which was partially offset through capacity management. We continue to refocus our consulting organization on Vantage-oriented offerings and reduce our footprint in non-core consulting engagements.
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
% of
|
|
In millions
|
2025
|
|
Revenue
|
|
2024
|
|
Revenue
|
|
Selling, general and administrative expenses
|
$
|
373
|
|
|
30.0
|
%
|
|
$
|
429
|
|
|
32.0
|
%
|
|
Research and development expenses
|
207
|
|
|
16.7
|
%
|
|
216
|
|
|
16.1
|
%
|
|
Total operating expenses
|
$
|
580
|
|
|
46.7
|
%
|
|
$
|
645
|
|
|
48.1
|
%
|
SG&A expenses decreased 13% for the first nine months of 2025 as compared to the prior year, primarily due to continued cost discipline focused on cost reductions across the Company and lower stock-based compensation expense.
R&D expenses decreased for the first nine months of 2025 as compared to prior year, primarily due to continued cost discipline and lower stock-based compensation expense.
Other Expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In millions
|
2025
|
|
2024
|
|
Interest income
|
$
|
7
|
|
|
$
|
9
|
|
|
Interest expense
|
(20)
|
|
|
(22)
|
|
|
Other
|
(13)
|
|
|
(23)
|
|
|
Other expense, net
|
$
|
(26)
|
|
|
$
|
(36)
|
|
Other expense, net for the nine months of 2025 and 2024 is comprised primarily of interest expense on long-term debt and finance leases, losses resulting from foreign currency transactions, and benefit costs associated with our pension and postemployment plans, partially offset by interest income earned on our cash and cash equivalents. Other expense is lower in the first nine months of 2025 as compared to the first nine months of 2024 primarily due to $7 million lower costs resulting from foreign currency transactions compared to the prior period. Interest income is lower primarily due to lower average interest rates during the current year as compared to the prior period.
As disclosed in Note 5 of Notes to Condensed Consolidated Financial Statements (Unaudited), during the nine months ended September 30, 2024, we entered into Blue Chip Swap transactions in order to remit cash from our Argentine operations that resulted in a pre-tax loss on investment of $3 millionthat is reported in "Other" expense. During the nine months ended September 30, 2025 the Company incurred a pre-tax loss on investment of $1 million from Blue Chip Swap transactions.
Provision for Income Taxes
The effective tax rates for the nine months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
|
2024
|
|
Effective tax rate
|
25.6
|
%
|
|
33.6
|
%
|
For the nine months ended September 30, 2025, the Company recorded $1 million of net discrete tax benefit, as the discrete tax benefit recognized in the first quarter of 2025 related to the reversal of uncertain tax positions due to the Company's completion of the IRS audit of its 2020 tax return, was mostly offset by incremental tax expense from stock-based compensation vesting.
For the nine months ended September 30, 2024, the Company recorded $3 million of net discrete tax benefits, a majority of which related to tax expense from stock-based compensation vesting.
Financial Condition, Liquidity and Capital Resources
Cash provided by operating activities was $145 million, which decreased by $2 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Teradata used approximately $20 million of cash in the first nine months of 2025 for severance payments, as compared to $24 million in the first nine months of 2024. Teradata expects that approximately $25 to $30 million in cash will be used during 2025 in connection with the implementation of the Restructuring discussed in Note 13 of Notes to Condensed Consolidated Financial Statements (Unaudited).
Teradata's management uses a financial measure called "free cash flow," which is not a measure defined under GAAP. We use free cash flow (which we define as net cash provided by operating activities less investing activities related to 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 definitions 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 repurchases 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 net cash used in investing activities related to capital expenditures, along with free cash flow, for the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
In millions
|
2025
|
|
2024
|
|
Net cash provided by operating activities
|
$
|
145
|
|
|
$
|
147
|
|
|
Less:
|
|
|
|
|
Expenditures for property and equipment
|
(10)
|
|
|
(17)
|
|
|
Additions to capitalized software
|
(1)
|
|
|
(1)
|
|
|
Free cash flow
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$
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134
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$
|
129
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Financingactivities and certain other investing activities, are not included in our calculation of free cash flow. As disclosed in Note 5 of Notes to Condensed Consolidated Financial Statements (Unaudited), during the nine months ended September 30, 2024, we entered into Blue Chip Swap transactions in order to remit cash from our Argentine operations that resulted in a pre-tax loss on investment of $3 million and a pre-tax loss of $1 million for the nine months ended September 30, 2025, that was reported as an investing activity for cash flow purposes. There were no other material other investingactivities for the nine months ended September 30, 2025.
Teradata's financing activities for the nine months ended September 30, 2025 and 2024 primarily consisted of cash outflows for share repurchases and payments on our finance leases. At September 30, 2025, we had no outstanding borrowings on our $400 million Revolving Facility (as defined below).
We have two share repurchase programs that were authorized by our Board of Directors:
•The dilution offset share repurchase program allows us to repurchase Teradata common stock to the extent (i) cash is received from the exercise of stock options and (ii) employees' purchase Teradata stock pursuant to the Teradata Employee Stock Purchase Plan ("ESPP"). The purpose of the dilution offset share repurchase program is to offset dilution from shares issued pursuant to the exercise of stock options and shares purchased under the ESPP.
•Our open market share repurchase program provides for the repurchase of Teradata stock periodically on an ongoing basis in open market transactions, through 10b5-1 programs, through accelerated share repurchase programs, in privately negotiated transactions, or through the use of derivative instruments, in accordance with applicable securities rules regarding issuer repurchases.The open market share repurchase program will expire on December 31, 2025. On November 1, 2021, our Board of Directors authorized an additional $1 billion for share repurchases under the open market share repurchase program. There is a total authority of $259million remaining under the open market share repurchase program as of September 30, 2025.
In the aggregate under the dilution offset share repurchase program andthe open market share repurchase program, we repurchased approximately 4.3million shares of common stock at an average price per share of $23.94in the nine months ended September 30, 2025.
Share repurchases 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.
Other financing activities, including net share settlement for the payroll tax liability of section 16 officers (as discussed in Item 2. Unregistered Sales of Equity Securities and Use of Proceeds), offset by proceeds from the ESPP and the exercise of stock options, net of tax was a net inflowof $3 millionfor the nine months ended September 30, 2025 and a net outflow of $1 millionfor the nine months ended September 30, 2024. The ESPP proceeds are included in other financing activities, net in the Condensed Consolidated Statements of Cash Flows (Unaudited).
Our total cash and cash equivalents held outside the United States in various foreign subsidiaries was $386 millionas of September 30, 2025 and $350 millionas of December 31, 2024. The remaining balance held in the U.S. was $20 millionas of September 30, 2025 and $70 millionas of December 31, 2024. The Company expects that a majority of its foreign earnings will be repatriated to the U.S. Effective January 1, 2018, the U.S. moved to a territorial system of international taxation, and as such will generally not subject future foreign earnings to U.S. taxation upon repatriation in future years.
Management believes current cash, cash generated from operations and the $400 million available under the 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 2024 Annual Report and elsewhere in this Quarterly Report on Form 10-Q. If the Company is unable to generate sufficient cash flows from operations, or otherwise comply with the terms of the Credit Facility or its term loan agreement, the Company may be required to seek additional financing alternatives.
Long-term Debt.On June 28, 2022, we entered into a Credit Agreement that provides for (i) a five-year unsecured term loan in an aggregate principal amount of $500 million (the "Term Loan"), and (ii) a five-year unsecured revolving credit facility in an aggregate principal amount of up to $400 million, including a $50 million sublimit for the issuance of standby letters of credit and a $50 million sublimit for swingline loans (the "Revolving Facility" and, collectively with the Term Loan, the "Credit Facility"). Our long-term debt is discussed in Note 10 of Notes to Condensed Consolidated Financial Statements (Unaudited). In addition, as disclosed in Note 7 of Notes to Condensed Consolidated Financial Statements (Unaudited), Teradata entered into an interest rate swap to hedge approximately 90% (or $422 millionas of September 30, 2025) of the floating interest rate of the outstanding principal of the $500 million Term Loan and a cross currency swap to hedge a portion of Euro currency exposure of its net investment in certain foreign subsidiaries. As of September 30, 2025, the Company had noborrowings outstanding under the Revolving Facility, leaving $400 millionin borrowing capacity available under the Revolving Facility and the Term Loan principal outstanding was $463 million.
On September 21, 2023, the Credit Agreement was amended to establish key performance indicators with respect to certain environmental, social, and governance ("ESG") targets, pursuant to which certain positive or negative adjustments would be made to various fees and applicable margin based on Teradata's performance against such ESG targets.
Contractual and Other Commercial Commitments.There has been no significant change in our contractual and other commercial commitments as described in the 2024 Annual Report. Our commitments and contingencies are discussed in Note 8 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 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. We assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to us as of September 30, 2025 and through the date of this report. The accounting matters assessed included, but were not limited to, our allowance for doubtful accounts, stock-based compensation, the carrying value of our goodwill and other long-lived assets, financial assets, valuation allowances for tax assets and revenue recognition.
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 2024 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 nine months ended September 30, 2025.
New Accounting Pronouncements
See discussion in Note 2 of Notes to Condensed Consolidated Financial Statements (Unaudited) for new accounting pronouncements.