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Employee Stock-based Compensation Plans | 12 Months Ended
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Dec. 31, 2012
Employee Stock-based Compensation Plans | Note 5 Employee Stock-based Compensation Plans The Company recorded stock-based compensation expense for the years ended December 31 as follows:
In millions |  | 2012 |  |  | 2011 |  |  | 2010 |
Stock options |  | $ | 15 |  |  | $ | 14 |  |  | $ | 12 |
Restricted stock |  |  | 28 |  |  |  | 21 |  |  |  | 14 |
Total stock-based compensation before income taxes |  |  | 43 |  |  |  | 35 |  |  |  | 26 |
Tax benefit |  |  | (14 | ) |  |  | (13 | ) |  |  | (10 | )
Total stock-based compensation, net of tax |  | $ | 29 |  |  | $ | 22 |  |  | $ | 16 |
The Teradata Corporation 2007 Stock Incentive Plan (the “2007 SIP”), as amended, and the Teradata 2012 Stock Incentive Plan (the “2012 SIP”) provide for the grant of several different forms of stock-based compensation. The 2012 SIP was adopted and approved by stockholders in April 2012 and no further awards may be made under the 2007 SIP after that time. As of December 31, 2012, the Company’s primary types of stock-based compensation were stock options, restricted stock and restricted stock units. A total of approximately 16.4 million shares were authorized to be issued under the 2012 SIP. New shares of the Company’s common stock are issued as a result of the vesting of restricted stock units and stock option exercises, and at the time of grant for restricted stock, for awards under both plans. Stock Options The Compensation and Human Resource Committee of Teradata’s Board of Directors had discretion to determine the material terms and conditions of option awards under both the 2007 SIP and the 2012 SIP (collectively, the “Teradata SIP”), provided that (i) the exercise price must be no less than the fair market value of Teradata common stock (as defined in both plans) on the date of grant, and (ii) the term must be no longer than ten years. Option grants generally have a four-year vesting period. For the years ended December 31, 2012, 2011 and 2010, the weighted-average fair value of options granted for Teradata equity awards was $22.31, $18.12 and $13.97, respectively. The fair value of each option award on the grant date was estimated using the Black-Scholes option-pricing model with the following assumptions:
|  | 2012 |  |  | 2011 |  |  | 2010 |
Dividend yield |  |  | 0 |  |  |  | 0 |  |  |  | 0 |
Risk-free interest rate |  |  | 0.87 | % |  |  | 1.63 | % |  |  | 1.88 | %
Expected volatility |  |  | 35.7 | % |  |  | 39.5 | % |  |  | 31.4 | %
Expected term (years) |  |  | 6.3 |  |  |  | 6.3 |  |  |  | 6.3 |
The expected volatility assumption was based on a blend of peer group volatility and Teradata volatility (see Note 1), and the expected term assumption is determined using the simplified method under GAAP, which is based on the vesting period and contractual term for each vesting tranche of awards. The mid-point between the vesting date and the expiration date is used as the expected term under this method. The risk-free interest rate for periods within the contractual life of the option is based on an average of the five-year and seven-year U.S. Treasury yield curve in effect at the time of grant. The following table summarizes the Company’s stock option activity for the year ended December 31, 2012:
Shares in thousands |  | Shares Under Option |  |  | Weighted- Average Exercise Price per Share |  |  | Weighted- Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value (in millions) |
Outstanding at January 1, 2012 |  |  | 8,282 |  |  | $ | 24.71 |  |  |  | 6.8 |  |  | $ | 199 |
Granted |  |  | 702 |  |  | $ | 61.54 |  |  |  |  |  |  |  |  |
Exercised |  |  | (2,304 | ) |  | $ | 18.64 |  |  |  |  |  |  |  |  |
Canceled |  |  | (11 | ) |  | $ | 9.94 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (31 | ) |  | $ | 35.10 |  |  |  |  |  |  |  |  |
Outstanding at December 31, 2012 |  |  | 6,638 |  |  | $ | 30.69 |  |  |  | 6.7 |  |  | $ | 207 |
Fully vested and expected to vest at December 31, 2012 |  |  | 6,605 |  |  | $ | 30.57 |  |  |  | 6.7 |  |  | $ | 207 |
Exercisable at December 31, 2012 |  |  | 4,603 |  |  | $ | 22.69 |  |  |  | 5.8 |  |  | $ | 180 |
The total intrinsic value of options exercised was $113 million in 2012, $38 million in 2011 and $34 million in 2010. Cash received by the Company from option exercises under all share-based payment arrangements was $43 million in 2012, $16 million in 2011 and $25 million in 2010. The tax benefit realized from these exercises was $38 million in 2012, $14 million in 2011 and $9 million in 2010. As of December 31, 2012, there was $34 million of total unrecognized compensation cost related to unvested stock option grants. That cost is expected to be recognized over a weighted-average period of 3.0 years. Restricted Stock and Restricted Stock Units The Teradata SIP provides for the issuance of restricted stock, as well as restricted stock units. Grants under the Teradata SIP consist of both service-based and performance-based awards. Service-based awards typically vest over a three- to four-year period beginning on the effective date of grant. These grants are not subject to future performance measures. The cost of these awards, determined to be the fair market value at the date of grant, is expensed ratably over the vesting period. For substantially all restricted stock grants, at the date of grant, the recipient has all rights of a stockholder, subject to certain restrictions on transferability and a risk of forfeiture. A recipient of restricted stock units does not have the rights of a stockholder and is subject to restrictions on transferability and risk of forfeiture. For both restricted stock grants and restricted stock units, any potential dividend rights would be subject to the same vesting requirements as the underlying equity award. As a result, such rights are considered a contingent transfer of value and consequently these equity awards are not considered participating securities. Performance-based grants are subject to future performance measurements over a one- to four-year period. All performance-based shares that are earned in respect of an award will become vested at the end of the performance and/or service period provided the employee is continuously employed by the Company and applicable performance measures are met. The fair value of each performance-based award is determined on the grant date, based on the Company’s stock price, and assumes that performance targets will be achieved. Over the performance period, the number of shares of stock that will be issued is adjusted upward or downward based upon management’s assessment of the probability of achievement of performance targets. The ultimate number of shares issued and the related compensation cost recognized as expense will be based on a comparison of the final achievement of performance metrics to the specified targets. The following table reports restricted stock and restricted stock unit activity during the year ended December 31, 2012:
Shares in thousands |  | Number of Shares |  |  | Weighted- Average Grant Date Fair Value per Share |
Unvested shares at January 1, 2012 |  |  | 1,836 |  |  | $ | 39.71 |
Granted |  |  | 1,101 |  |  | $ | 60.71 |
Vested |  |  | (483 | ) |  | $ | 30.94 |
Forfeited/canceled |  |  | (81 | ) |  | $ | 38.15 |
Unvested shares at December 31, 2012 |  |  | 2,373 |  |  | $ | 51.37 |
For the years ended December 31, 2012, 2011 and 2010, the weighted-average fair value of restricted stock units granted for Teradata equity awards was $60.71, $45.19 and $34.32, respectively. The total fair value of shares vested was $15 million in 2012, $11 million in 2011 and $14 million in 2010. As of December 31, 2012, there was $81 million of unrecognized compensation cost related to unvested restricted stock grants. The unrecognized compensation cost is expected to be recognized over a remaining weighted-average period of 2.8 years. The following table represents the composition of Teradata restricted stock unit grants in 2012:
Shares in thousands |  | Number of Shares |  |  | Weighted- Average Grant Date Fair Value |
Service-based shares |  |  | 614 |  |  | $ | 62.41 |
Performance-based shares |  |  | 487 |  |  | $ | 58.56 |
Total stock grants |  |  | 1,101 |  |  | $ | 60.71 |
Approximately 0.3 million shares of the performance awards issued in December of 2012, which are included in the above tables, also included a market-based component for certain key executives in connection with the restructuring of the Company’s management team. The opportunity to earn the special performance awards is based on the extent that the Company achieves two equally-weighted financial performance metrics during 2016: GAAP revenue and non-GAAP earnings per share. The payout opportunity ranges from 50% to 200% of the units subject to the award; although no payout can be earned if performance is below the threshold level. Moreover, payout in excess of target cannot occur unless the Company achieves certain non-GAAP earnings per share and stock price goals. In evaluating the fair value of the special performance-based awards, the Company used a Monte Carlo simulation on the grant date and determined the fair value to be $26.78 per unit for the market component of the award. Compensation expense related to the performance-based restricted unit is valued based on the grant date stock price and is only recorded in a period when it is probable that the performance metrics will be met. Compensation expense related to the market portion is only recorded when it is probable that the performance metrics will be above target, regardless of the stock price. There was no compensation expense related to the market portion of these awards in 2012. The primary assumptions used in the valuation of the market component of the awards were as follows:
|  | 2012 |
Grant date fair value per share of Company common stock |  | $ | 58.63 |
Expected volatility |  |  | 36.44 | %
Risk-free interest rate |  |  | 0.47 | %
Dividend yield |  |  | 0 |
Performance vesting hurdle - future fair value per share of Company common stock |  | $ | 85.00 |
Other Stock-based Plans The Company’s employee stock purchase program, effective on October 1, 2007, and as amended effective as of January 1, 2013 (the “ESPP”), provides eligible employees of Teradata and its designated subsidiaries an opportunity to purchase the Company’s common stock at a discount to the average of the highest and lowest sale prices on the last trading day of each month. As of December 31, 2012, the ESPP discount was 5% of the average market price. As a result, this plan was considered non-compensatory under GAAP. As of January 1, 2013, the ESPP discount was increased to 15% of the average market price, and going forward the ESPP will be considered compensatory under GAAP. Employees may authorize payroll deductions of up to 10% of eligible compensation for common stock purchases. A total of 4 million shares were authorized to be issued under the ESPP, with approximately 2.8 million shares remaining under that authorization at December 31, 2012. The shares of Teradata common stock purchased by a participant on an exercise date (the last day of each month), for all purposes, are deemed to have been issued and sold at the close of business on such exercise date. Prior to that time, none of the rights or privileges of a stockholder exists with respect to such shares. Employees purchased approximately 0.2 million shares in 2012, 0.2 million shares in 2011 and 0.2 million shares in 2010, for approximately $12 million, $9 million and $7 million, respectively.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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