UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended AprilJuly 3, 2016

OR

 

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

For the transition period from                      to                     

Commission File No. 001-06462

 

 

TERADYNE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Massachusetts 04-2272148

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

600 Riverpark Drive, North Reading,

Massachusetts

 01864
(Address of Principal Executive Offices) (Zip Code)

978-370-2700

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationRegulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)    Yes  x    No  ¨

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

 

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

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

The number of shares outstanding of the registrant’s only class of Common Stock as of May 6,August 5, 2016 was 203,178,976202,330,816 shares.

 

 

 


TERADYNE, INC.

INDEX

 

     Page No. 
PART I. FINANCIAL INFORMATION  
Item 1. Financial Statements (Unaudited):  
 

Condensed Consolidated Balance Sheets as of AprilJuly 3, 2016 and December 31, 2015

   1  
 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended AprilJuly 3, 2016 and AprilJuly 5, 2015

   2  
 

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended AprilJuly 3, 2016 and AprilJuly 5, 2015

   3  
 

Condensed Consolidated Statements of Cash Flows for the ThreeSix Months Ended AprilJuly 3, 2016 and AprilJuly 5, 2015

   4  
 

Notes to Condensed Consolidated Financial Statements

   5  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   2732  
Item 3. Quantitative and Qualitative Disclosures about Market Risk   3647  
Item 4. Controls and Procedures   3747  
PART II. OTHER INFORMATION  
Item 1. Legal Proceedings   3848  
Item 1A. Risk Factors   3848  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   3848  
Item 4. Mine Safety Disclosures   3949  
Item 6. Exhibits   3949  


PART I

 

Item 1:Financial Statements

TERADYNE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

  April 3,
2016
   December 31,
2015
   July 3,
2016
   December 31,
2015
 
  

(in thousands,

except per share amount)

   

(in thousands,

except per share amount)

 
ASSETS        

Current assets:

        

Cash and cash equivalents

  $319,358    $264,705    $381,095    $264,705  

Marketable securities

   410,003     477,696     442,154     477,696  

Accounts receivable, less allowance for doubtful accounts of $2,385 and $2,407 at April 3, 2016 and December 31, 2015, respectively

   253,976     211,293  

Accounts receivable, less allowance for doubtful accounts of $2,384 and $2,407 at July 3, 2016 and December 31, 2015, respectively

   349,547     211,293  

Inventories, net:

        

Parts

   59,425     73,117     57,745     73,117  

Assemblies in process

   38,490     32,825     32,536     32,825  

Finished goods

   62,772     47,646     38,997     47,646  
  

 

   

 

   

 

   

 

 
   160,687     153,588     129,278     153,588  

Deferred tax assets

   —       54,973     —       54,973  

Prepayments

   95,185     91,519     103,131     91,519  

Other current assets

   3,513     6,194     7,681     6,194  
  

 

   

 

   

 

   

 

 

Total current assets

   1,242,722     1,259,968     1,412,886     1,259,968  
  

 

   

 

   

 

   

 

 

Property, plant and equipment, net

   266,907     273,414     264,555     273,414  

Marketable securities

   246,072     265,928     282,545     265,928  

Deferred tax assets

   59,119     7,404     72,708     7,404  

Other assets

   13,041     13,080     13,074     13,080  

Retirement plans assets

   1,968     636     2,811     636  

Intangible assets, net

   223,274     239,831     122,069     239,831  

Goodwill

   495,871     488,413     237,210     488,413  
  

 

   

 

   

 

   

 

 

Total assets

  $2,548,974    $2,548,674    $2,407,858    $2,548,674  
  

 

   

 

   

 

   

 

 
LIABILITIES        

Current liabilities:

        

Accounts payable

  $84,104    $92,358    $103,090    $92,358  

Accrued employees’ compensation and withholdings

   71,838     113,994     89,167     113,994  

Deferred revenue and customer advances

   72,095     85,527     190,920     85,527  

Other accrued liabilities

   92,617     43,727     47,150     43,727  

Contingent consideration

   500     15,500     1,050     15,500  

Accrued income taxes

   23,368     21,751     23,972     21,751  
  

 

   

 

   

 

   

 

 

Total current liabilities

   344,522     372,857     455,349     372,857  
  

 

   

 

   

 

   

 

 

Long-term deferred revenue and customer advances

   25,468     25,745     26,927     25,745  

Retirement plans liabilities

   106,921     103,531     106,618     103,531  

Deferred tax liabilities

   18,300     26,663     16,110     26,663  

Long-term other accrued liabilities

   34,753     32,156     33,411     32,156  

Long-term contingent consideration

   23,109     21,936     23,864     21,936  
  

 

   

 

   

 

   

 

 

Total liabilities

   553,073     582,888     662,279     582,888  
  

 

   

 

   

 

   

 

 

Commitments and contingencies (See Note P)

        
SHAREHOLDERS’ EQUITY        

Common stock, $0.125 par value, 1,000,000 shares authorized; 203,707 and 203,641 shares issued and outstanding at April 3, 2016 and December 31, 2015, respectively

   25,462     25,455  

Common stock, $0.125 par value, 1,000,000 shares authorized; 202,841 and 203,641 shares issued and outstanding at July 3, 2016 and December 31, 2015, respectively

   25,355     25,455  

Additional paid-in capital

   1,489,011     1,480,647     1,505,863     1,480,647  

Accumulated other comprehensive income (loss)

   5,035     (8,144   2,293     (8,144

Retained earnings

   476,393     467,828     212,068     467,828  
  

 

   

 

   

 

   

 

 

Total shareholders’ equity

   1,995,901     1,965,786     1,745,579     1,965,786  
  

 

   

 

   

 

   

 

 

Total liabilities and shareholders’ equity

  $2,548,974    $2,548,674    $2,407,858    $2,548,674  
  

 

   

 

   

 

   

 

 

The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s

Annual Report on Form 10-K for the year ended December 31, 2015, are an integral part of the condensed

consolidated financial statements.

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

  For the Three Months
Ended
   For the Three Months
Ended
 For the Six Months
Ended
 
  April 3,
2016
 April 5,
2015
   July 3,
2016
 July 5,
2015
 July 3,
2016
 July 5,
2015
 
  

(in thousands,

except per share amount)  

   (in thousands, except per share amount) 

Revenues:

        

Products

  $358,139   $272,325    $456,832   $437,243   $814,972   $709,568  

Services

   72,855   70,076     74,960   75,496   147,815   145,572  
  

 

  

 

   

 

  

 

  

 

  

 

 

Total revenues

   430,994   342,401     531,792   512,739   962,787   855,140  

Cost of revenues:

        

Cost of products

   167,555   118,996     215,795   181,491   383,350   300,487  

Cost of services

   33,107   30,982     33,127   32,680   66,234   63,662  
  

 

  

 

   

 

  

 

  

 

  

 

 

Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)

   200,662   149,978     248,922   214,171   449,584   364,149  
  

 

  

 

   

 

  

 

  

 

  

 

 

Gross profit

   230,332   192,423     282,870   298,568   513,203   490,991  

Operating expenses:

        

Engineering and development

   73,464   71,450     76,109   75,832   149,573   147,282  

Selling and administrative

   79,174   72,041     81,425   77,073   160,599   149,114  

Acquired intangible assets amortization

   19,994   13,808     16,244   15,258   36,238   29,066  

Acquired intangible assets impairment

   83,339    —     83,339    —    

Goodwill impairment

   254,946    —     254,946    —    

Restructuring and other

   1,587    —       2,608   (385 4,195   (385
  

 

  

 

   

 

  

 

  

 

  

 

 

Total operating expenses

   174,219   157,299     514,671   167,778   688,890   325,077  
  

 

  

 

   

 

  

 

  

 

  

 

 

Income from operations

   56,113   35,124  

Non-operating (income) expenses:

   

(Loss) income from operations

   (231,801 130,790   (175,687 165,914  

Non-operating (income) expense:

     

Interest income

   (1,642 (1,816   (1,666 (1,674 (3,308 (3,490

Interest expense

   710   162     691   444   1,401   606  

Other (income) expense, net

   (147 (5,660   (9 (116 (155 (5,776
  

 

  

 

   

 

  

 

  

 

  

 

 

Income before income taxes

   57,192   42,438  

Income tax provision

   7,206   9,651  

(Loss) income before income taxes

   (230,817 132,136   (173,625 174,574  

Income tax (benefit) provision

   (7,271 29,257   (65 38,908  
  

 

  

 

   

 

  

 

  

 

  

 

 

Net income

  $49,986   $32,787  

Net (loss) income

  $(223,546 $102,879   $(173,560 $135,666  
  

 

  

 

   

 

  

 

  

 

  

 

 

Net income per common share:

   

Net (loss) income per common share:

     

Basic

  $0.24   $0.15    $(1.10 $0.48   $(0.85 $0.63  
  

 

  

 

   

 

  

 

  

 

  

 

 

Diluted

  $0.24   $0.15    $(1.10 $0.48   $(0.85 $0.62  
  

 

  

 

 
  

 

  

 

  

 

  

 

 

Weighted average common shares—basic

   204,271   217,187     203,018   213,845   203,645   215,516  
  

 

  

 

   

 

  

 

  

 

  

 

 

Weighted average common shares—diluted

   205,732   218,812     203,018   215,496   203,645   217,154  
  

 

  

 

   

 

  

 

  

 

  

 

 

Cash dividend declared per common share

  $0.06   $0.06    $0.06   $0.06   $0.12   $0.12  
  

 

  

 

   

 

  

 

  

 

  

 

 

The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s

Annual Report on Form 10-K for the year ended December 31, 2015, are an integral part of the condensed

consolidated financial statements.

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

   For the Three Months
Ended
 
   April 3,
2016
  April 5,
2015
 
   (in thousands) 

Net income

  $49,986   $32,787  
  

 

 

  

 

 

 

Other comprehensive income, net of tax:

   

Foreign currency translation adjustments

   10,271    —    

Available-for-sale marketable securities:

   

Unrealized gains on marketable securities arising during period, net of tax of $1,253, $704, respectively

   3,071    1,799  

Less: Reclassification adjustment for gains included in net income, net of tax of $11, $(169), respectively

   (83  (330
  

 

 

  

 

 

 
   2,988    1,469  

Defined benefit pension and post-retirement plans:

   

Amortization of prior service (credit) cost included in net periodic pension and post-retirement expense/income, net of tax of $(46), $(42), respectively

   (80  (74
  

 

 

  

 

 

 

Other comprehensive income

   13,179    1,395  
  

 

 

  

 

 

 

Comprehensive income

  $63,165   $34,182  
  

 

 

  

 

 

 
   For the Three Months
Ended
  For the Six Months
Ended
 
   July 3,
2016
  July 5,
2015
  July 3,
2016
  July 5,
2015
 
   (in thousands) 

Net (loss) income

  $(223,546 $102,879   $(173,560 $135,666  
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive (loss) income, net of tax:

     

Foreign currency translation adjustments, net of tax of $0, $0, $0, $0

   (5,041  (6,267  5,229    (6,267

Available-for-sale marketable securities:

     

Unrealized gains (losses) on marketable securities arising during period, net of tax of $1,102, $(1,648), $2,354, $(944), respectively

   2,375    (2,675  5,446    (876

Less: Reclassification adjustment for gains included in net income, net of tax of $(13), $(40), $(2), $(209), respectively

   (51  (231  (134  (561
  

 

 

  

 

 

  

 

 

  

 

 

 
   2,324    (2,906  5,312    (1,437

Defined benefit pension and post-retirement plans:

     

Amortization of prior service income included in net periodic pension and post-retirement cost/income, net of tax of $(47), $(42), $(93), $(85), respectively

   (83  (74  (163  (147

Prior service income arising during period, net of tax of $34, $0, $34, $0, respectively

   59    —      59    —    
  

 

 

  

 

 

  

 

 

  

 

 

 
   (24  (74  (104  (147
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive (loss) income

   (2,741  (9,247  10,437    (7,851
  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive (loss) income

  $(226,287 $93,632   $(163,123 $127,815  
  

 

 

  

 

 

  

 

 

  

 

 

 

The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s

Annual Report on Form 10-K for the year ended December 31, 2015, are an integral part of the condensed

consolidated financial statements.

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

  For the Three Months
Ended
   For the Six Months
Ended
 
  April 3,
2016
 April 5,
2015
   July 3,
2016
 July 5,
2015
 
  (in thousands)   (in thousands) 

Cash flows from operating activities:

      

Net income

  $49,986   $32,787  

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

   

Net (loss) income

  $(173,560 $135,666  

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

   

Depreciation

   16,192   19,345     32,168   36,230  

Amortization

   20,470   15,139     37,180   31,395  

Stock-based compensation

   7,925   7,963     15,457   15,405  

Provision for excess and obsolete inventory

   4,373   1,440     12,115   15,881  

Goodwill impairment

   254,946    —    

Intangible assets impairment

   83,339    —    

Deferred taxes

   (21,458 (10,371

Contingent consideration adjustment

   1,173    —       2,478   (1,600

Deferred taxes

   (5,496 (1,831

Impairment of fixed assets

   4,179    —    

Property insurance recovery

   (5,051  —    

Retirement plans actuarial gains

   (1,193  —       (1,862  —    

Gain from the sale of an equity investment

   —     (4,782   —     (5,406

Non-cash charge for the sale of inventories revalued at date of acquisition

   —     595  

Tax benefit related to employee stock compensation awards

   —     (892

Other

   484   (1,417   576   1,154  

Changes in operating assets and liabilities:

   

Changes in operating assets and liabilities, net of business acquired:

   

Accounts receivable

   (42,552 (24,749   (138,230 (142,493

Inventories

   (702 5,960     30,222   23,500  

Prepayments and other assets

   (1,148 3,146     (13,657 14,054  

Accounts payable and other accrued expenses

   (7,626 (20,150   (15,192 53,392  

Deferred revenue and customer advances

   (13,836 1,038     106,072   5,685  

Retirement plans contributions

   (1,250 (1,019   (2,298 (1,999

Income taxes

   (52 4,662     6   23,261  
  

 

  

 

   

 

  

 

 

Net cash provided by operating activities

   26,748   37,532     207,430   193,457  
  

 

  

 

   

 

  

 

 

Cash flows from investing activities:

      

Purchases of property, plant and equipment

   (20,334 (21,149   (46,593 (46,110

Purchases of available-for-sale marketable securities

   (221,778 (335,635   (437,311 (590,250

Proceeds from sales of available-for-sale marketable securities

   239,370   148,639     334,798   631,400  

Proceeds from maturities of available-for-sale marketable securities

   73,458   140,222     128,024   231,416  

Proceeds from property insurance

   5,051    —    

Acquisition of business, net of cash acquired

   —     (282,332

Proceeds from the sale of an equity investment

   —     4,782     —     5,406  

Proceeds from life insurance

   —     1,098     —     1,098  
  

 

  

 

   

 

  

 

 

Net cash provided by (used for) investing activities

   70,716   (62,043

Net cash used for investing activities

   (16,031 (49,372
  

 

  

 

   

 

  

 

 

Cash flows from financing activities:

      

Issuance of common stock under employee stock purchase and stock option plans

   9,140   8,899     17,896   17,878  

Repurchase of common stock

   (28,001 (46,650   (56,783 (128,316

Dividend payments

   (12,253 (13,049   (24,425 (25,857

Payments of contingent consideration

   (11,697  —    

Payment of contingent consideration

   (11,697  —    

Tax benefit related to employee stock compensation awards

   —     892  

Payment of revolving credit facility costs

   —     (2,253
  

 

  

 

   

 

  

 

 

Net cash used for financing activities

   (42,811 (50,800   (75,009 (137,656
  

 

  

 

   

 

  

 

 

Increase (decrease) in cash and cash equivalents

   54,653   (75,311

Increase in cash and cash equivalents

   116,390   6,429  

Cash and cash equivalents at beginning of period

   264,705   294,256     264,705   294,256  
  

 

  

 

   

 

  

 

 

Cash and cash equivalents at end of period

  $319,358   $218,945    $381,095   $300,685  
  

 

  

 

   

 

  

 

 

The accompanying notes, together with the Notes to Consolidated Financial Statements included in Teradyne’s

Annual Report on Form 10-K for the year ended December 31, 2015, are an integral part of the condensed

consolidated financial statements.

TERADYNE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A. The Company

Teradyne, Inc. (“Teradyne”) is a leading global supplier of automation equipment for test and industrial applications. Teradyne designs, develops, manufactures and sells automatic test systems used to test semiconductors, wireless products, data storage and complex electronics systems in the consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Teradyne’s industrial automation products include collaborative robots used by global manufacturing and light industrial customers to improve quality, increase manufacturing efficiency and decrease manufacturing costs. Teradyne’s automatic test equipment and industrial automation products and services include:

 

semiconductor test (“Semiconductor Test”) systems;

 

defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, storage test (“Storage Test”) systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”);

 

wireless test (“Wireless Test”) systems; and

 

industrial automation (“Industrial Automation”) products.

B. Accounting Policies

Basis of Presentation

The consolidated interim financial statements include the accounts of Teradyne and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. These interim financial statements are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentationstatement of such interim financial statements. Certain prior year amounts were reclassified to conform to the current year presentation. The December 31, 2015 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The accompanying financial information should be read in conjunction with the consolidated financial statements and notes thereto contained in Teradyne’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 29, 2016, for the year ended December 31, 2015.

Preparation of Financial Statements and Use of Estimates

The preparation of consolidated financial statements requires management to make estimates and judgments that affect the amounts reported in the financial statements. Actual results may differ significantly from these estimates.

C. Recently Issued Accounting Pronouncements

In JanuaryOn March 31, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01,“Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.This ASU provides guidance for the recognition, measurement, presentation, and disclosure of financial instruments. The new pronouncement revises accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it amends the presentation and disclosure requirements of equity securities that do not

result in consolidation and are not accounted for under the equity method. Changes in the fair value of these equity securities will be recognized directly in net income. This pronouncement is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Teradyne is currently evaluating the impact of this ASU on its financial position and results of operations.

On March 31, 2016, the FASB issued ASU 2016-09,“Compensation-Stock Compensation (Topic 718): Improvements to EmployeeShare-Based Payment Accounting.” This ASU changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This pronouncement is effective for annual periods beginning after December 15, 2016. Early adoption is permitted. Teradyne is currently evaluating the impact of this ASU on its financial position, and results of operations.operations and statement of cash flows.

In February 2016, the FASB issued ASU 2016-02,“Leases (Topic 842).” The guidance in this ASU supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840,“Leases.” The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record aan ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for annual periods beginning after December 15, 2018, including interim periods within those years, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Teradyne is currently evaluating the impact of this ASU on its financial position and results of operations.

In January 2016, the FASB issued ASU 2016-01,“Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.This ASU provides guidance for the recognition, measurement, presentation, and disclosure of financial instruments. The new pronouncement revises accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it amends the presentation and disclosure requirements of equity securities that do not result in consolidation and are not accounted for under the equity method. Changes in the fair value of these equity securities will be recognized directly in net income. This pronouncement is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Teradyne is currently evaluating the impact of this ASU on its financial position and results of operations.

In November 2015, the FASB issued ASU 2015-17,“Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the balance sheet. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the balance sheet. This ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those years and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. Teradyne early adopted this ASU prospectively in the first quarter of 2016.

In April 2015, the FASB issued ASU 2015-03,“Simplifying the Presentation of Debt Issuance Costs,” which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation for debt discount. ASU 2015-03 does not specifically address requirements for the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. On August 8, 2015, the FASB issued ASU 2015-15, “Interest—Imputation of Interest (Subtopic 835-30)” clarifying that debt issuance costs related to line-of-credit arrangements could be presented as an asset and amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Teradyne adopted this ASU in the first quarter of 2016. Adoption of this ASU did not have a material impact on Teradyne’s financial position and results of operations.

In May 2014, the FASB issued ASU 2014-09,“Revenue from Contracts with Customers (Topic 606),” which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to show the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, which deferred the effective date of the new revenue standard by one year. For Teradyne, the standard will be effective in the

first quarter of 2018. Early adoption is permitted but not before the original effective date (that is, annual periods beginning after December 15, 2016). The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. Teradyne has not yet selected a transition method. Teradyne is currently evaluating the impact of this ASU on its financial position and results of operations.

D. Acquisitions

Universal Robots

On June 11, 2015, Teradyne acquired all of the outstanding equity of Universal Robots located in Odense, Denmark. Universal Robots is the leading supplier of collaborative robots, which are low-cost, easy-to-deploy and simple-to-program robots that work side by side with production workers to improve quality, increase manufacturing efficiency and decrease manufacturing costs. Universal Robots is a separate operating and reportable segment, Industrial Automation. The total purchase price of $315.4 million consisted of $283.8 million of cash paid and $31.6 million of contingent consideration, measured at fair value. The contingent consideration was valued using a Monte Carlo simulation based on the following key inputs: (1) forecasted revenue; (2) forecasted EBITDA;forecast for earnings before income taxes, depreciation and amortization (“EBITDA”); (3) revenue volatility; (4) EBITDA volatility; and (5) discount rate. The contingent consideration is payable upon the achievement of certain thresholds and targets for earnings before income taxes, depreciation and amortization (“EBITDA”)EBITDA for calendar year 2015, revenue for the period from July 1, 2015 to December 31, 2017 and revenue for the period from July 1, 2015 to December 31, 2018. The maximum amount of contingent consideration that could be paid is $65 million. Based on Universal Robots’ calendar year 2015 EBITDA results, in the first quarter of 2016, Teradyne paid $15 million or 100% of the eligible EBITDA contingent consideration amount.

In the fourth quarter of 2015, Teradyne finalized the valuation and purchase price allocation for the acquisition, which resulted in a $5.4 million decrease in goodwill as a result of a $2.2 million decrease in the fair value of contingent consideration, a $1.6 million increase in intangible assets and a $1.6 million decrease in acquired liabilities.

The Universal Robots acquisition was accounted for as a business combination and, accordingly, the results have been included in Teradyne’s consolidated results of operations from the date of acquisition. The allocation of the total purchase price to Universal Robots’ net tangible liabilities and identifiable intangible assets was based on their estimated fair values as of the acquisition date. The excess of the purchase price over the identifiable intangible assets and net tangible liabilities in the amount of $221.1 million was allocated to goodwill, which is not deductible for tax purposes.

The following table represents the final allocation of the purchase price:

 

   Purchase Price Allocation 
   (in thousands) 

Goodwill

  $221,128  

Intangible assets

   121,590  

Tangible assets acquired and liabilities assumed:

  

Current assets

   10,853  

Non-current assets

   3,415  

Accounts payable and current liabilities

   (11,976

Long-term deferred tax liabilities

   (26,653

Long-term other liabilities

   (2,920
  

 

 

 

Total purchase price

  $315,437  
  

 

 

 

Teradyne estimated the fair value of intangible assets using the income and cost approaches. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives. Components of these intangible assets and their estimated useful lives at the acquisition date are as follows:

 

   Fair Value   Estimated Useful
Life
 
   (in thousands)   (in years) 

Developed technology

  $89,240     4.9  

Trademarks and tradenames

   22,920     10.0  

Customer relationships

   9,430     2.0  
  

 

 

   

Total intangible assets

  $121,590     5.6  
  

 

 

   

For the period from June 12, 2015 to July 5, 2015, Universal Robots contributed $3.7 million of revenues and had a $(1.7) million loss from operations before income taxes.

The following unaudited pro forma information gives effect to the acquisition of Universal Robots as if the acquisition occurred on January 1, 2014. The unaudited pro forma results are not necessarily indicative of what actually would have occurred had the acquisition been in effect for the periods presented:

 

  For the Three Months
Ended
   For the Three Months
Ended
   For the Six Months
Ended
 
  April 5, 2015   July 5, 2015   July 5, 2015 

Revenue

  $352,971    $520,217    $873,188  

Net income

   28,374     99,719     126,644  

Net income per common share:

      

Basic

  $0.13    $0.47    $0.54  
  

 

   

 

   

 

 

Diluted

  $0.13    $0.46    $0.58  
  

 

   

 

   

 

 

Pro forma results for the three and six months ended July 5, 2015 were adjusted to exclude $1.0 million of acquisition related costs incurred in 2015, and $0.6 million of non-recurring expense related to the fair value adjustment to acquisition-date inventory.

E. Financial Instruments and Derivatives

Cash Equivalents

Teradyne considers all highly liquid investments with maturities of three months or less at the date of acquisition to be cash equivalents.

Marketable Securities

Teradyne accounts for its investments in debt and equity securities in accordance with the provisions of Accounting Standards Codification (“ASC”)ASC 320-10, “Investments—Debt and Equity Securities.” ASC 320-10 requires that certain debt and equity securities be classified into one of three categories; trading, available-for-sale or held-to-maturity securities. As of AprilJuly 3, 2016, Teradyne’s investments in debt and equity securities were classified as available-for-sale and recorded at their fair market value.

On a quarterly basis, Teradyne reviews its investments to identify and evaluate those that have an indication of a potential other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include:

 

The length of time and the extent to which the market value has been less than cost;

 

The financial condition and near-term prospects of the issuer; and

The intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.

Teradyne uses the market and income approach techniques to value its financial instruments and there were no changes in valuation techniques during the three and six months ended AprilJuly 3, 2016. As defined in ASC 820-10,

Fair Value Measurements and Disclosures,” fair value is the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820-10 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1: Quoted prices in active markets for identical assets as of the reporting date;

Level 2: Inputs other than Level 1, that are observable either directly or indirectly as of the reporting date. For example, a common approach for valuing fixed income securities is the use of matrix pricing. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices, and is considered a Level 2 input; or

Level 3: Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include Teradyne’s own data.

Teradyne’s available-for-sale debt and equity securities are classified as Level 1 and Level 2. Acquisition-related contingent consideration is classified as Level 3. Teradyne’s contingent consideration is valued using a Monte Carlo simulation model or a probability weighted discounted cash flow model. The majority of Level 2 securities are fixed income securities priced by third party pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available, use other observable inputs like market transactions involving identical or comparable securities.

Realized gains recorded in the three and six months ended AprilJuly 3, 2016 and April 5, 2015 were $0.2$0.3 million and $0.5$0.4 million, respectively. Realized losses recorded in the three and six months ended AprilJuly 3, 2016 were $0.2 million. Theremillion and $0.3 million, respectively. Realized gains recorded in the three and six months ended July 5, 2015 were no realized$0.4 million and $1.0 million, respectively. Realized losses recorded in the three and six months ended AprilJuly 5, 2015.2015 were $0.1 million and $0.1 million, respectively. Realized gains are included in interest income and realized losses are included in interest expense. Unrealized gains and losses are included in accumulated other comprehensive income (loss). The cost of securities sold is based on the specific identification method.

During the three and six months ended AprilJuly 3, 2016 and AprilJuly 5, 2015, there were no transfers in or out of Level 1, Level 2 or Level 3 financial instruments.

The following table sets forth by fair value hierarchy Teradyne’s financial assets and liabilities that were measured at fair value on a recurring basis as of AprilJuly 3, 2016 and December 31, 2015.

 

   April 3, 2016 
   Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Total 
   (in thousands) 

Assets

        

Cash

  $227,046    $—      $—      $227,046  

Cash equivalents

   92,010     302     —       92,312  

Available-for-sale securities:

        

U.S. Treasury securities

   —       399,277     —       399,277  

Corporate debt securities

   —       161,590     —       161,590  

Commercial paper

   —       36,592     —       36,592  

U.S. government agency securities

   —       26,160     —       26,160  

Certificates of deposit and time deposits

   —       15,653     —       15,653  

Equity and debt mutual funds

   16,369     —       —       16,369  

Non-U.S. government securities

   —       434     —       434  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $335,425    $640,008    $—      $975,433  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Contingent consideration

  $—      $—      $23,609    $23,609  

Derivative liabilities

   —       193     —       193  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $—      $193    $23,609    $23,802  
  

 

 

   

 

 

   

 

 

   

 

 

 

   July 3, 2016 
   Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Total 
   (in thousands) 

Assets

        

Cash

  $196,155    $—      $—      $196,155  

Cash equivalents

   125,314     59,626     —       184,940  

Available-for-sale securities:

        

U.S. Treasury securities

   —       475,631     —       475,631  

Corporate debt securities

   —       143,598     —       143,598  

Commercial paper

   —       32,978     —       32,978  

Certificates of deposit and time deposits

   —       27,974     —       27,974  

U.S. government agency securities

   —       27,218     —       27,218  

Equity and debt mutual funds

   16,674     —       —       16,674  

Non-U.S. government securities

   —       626     —       626  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   338,143     767,651     —       1,105,794  

Derivative assets

   —       5     —       5  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $338,143    $767,656    $—      $1,105,799  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Contingent consideration

  $—      $—      $24,914    $24,914  

Derivative liabilities

   —       93     —       93  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $—      $93    $24,914    $25,007  
  

 

 

   

 

 

   

 

 

   

 

 

 

Reported as follows:

 

   (Level 1)   (Level 2)   (Level 3)   Total 
   (in thousands) 

Assets

        

Cash and cash equivalents

  $319,056    $302    $—      $319,358  

Marketable securities

   —       410,003     —       410,003  

Long-term marketable securities

   16,369     229,703     —       246,072  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $335,425    $640,008    $—      $975,433  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Other current liabilities

  $—      $193    $—      $193  

Contingent consideration

   —       —       500     500  

Long-term contingent consideration

   —       —       23,109     23,109  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $—      $193    $23,609    $23,802  
  

 

 

   

 

 

   

 

 

   

 

 

 

   December 31, 2015 
   Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Total 
   (in thousands) 

Assets

        

Cash

  $213,336    $—      $—      $213,336  

Cash equivalents

   49,241     2,128     —       51,369  

Available for sale securities:

        

U.S. Treasury securities

   —       419,958     —       419,958  

Corporate debt securities

   —       161,634     —       161,634  

U.S. government agency securities

   —       83,952     —       83,952  

Certificates of deposit and time deposits

   —       43,394     —       43,394  

Commercial paper

   —       20,308     —       20,308  

Equity and debt mutual funds

   13,954     —       —       13,954  

Non-U.S. government securities

   —       424     —       424  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $276,531    $731,798    $—      $1,008,329  

Derivative assets

   —       109     —       109  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $276,531    $731,907    $—      $1,008,438  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Contingent consideration

  $—      $—      $37,436    $37,436  

Derivative liabilities

   —       146     —       146  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $—      $146    $37,436    $37,582  
  

 

 

   

 

 

   

 

 

   

 

 

 
   (Level 1)   (Level 2)   (Level 3)   Total 
   (in thousands) 

Assets

        

Cash and cash equivalents

  $321,469    $59,626    $—      $381,095  

Marketable securities

   —       442,154     —       442,154  

Long-term marketable securities

   16,674     265,871     —       282,545  

Prepayments

   —       5     —       5  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $338,143    $767,656    $—      $1,105,799  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

   .        

Other accrued liabilities

  $—      $93    $—      $93  

Contingent consideration

   —       —       1,050     1,050  

Long-term contingent consideration

   —       —       23,864     23,864  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $—      $93    $24,914    $25,007  
  

 

 

   

 

 

   

 

 

   

 

 

 

   December 31, 2015 
   Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
   Total 
   (in thousands) 

Assets

        

Cash

  $213,336    $—      $—      $213,336  

Cash equivalents

   49,241     2,128     —       51,369  

Available for sale securities:

        

U.S. Treasury securities

   —       419,958     —       419,958  

Corporate debt securities

   —       161,634     —       161,634  

U.S. government agency securities

   —       83,952     —       83,952  

Certificates of deposit and time deposits

   —       43,394     —       43,394  

Commercial paper

   —       20,308     —       20,308  

Equity and debt mutual funds

   13,954     —       —       13,954  

Non-U.S. government securities

   —       424     —       424  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $276,531    $731,798    $—      $1,008,329  

Derivative assets

   —       109     —       109  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $276,531    $731,907    $—      $1,008,438  
  

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

        

Contingent consideration

  $—      $—      $37,436    $37,436  

Derivative liabilities

   —       146     —       146  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $—      $146    $37,436    $37,582  
  

 

 

   

 

 

   

 

 

   

 

 

 

Reported as follows:

 

  (Level 1)   (Level 2)   (Level 3)   Total   (Level 1)   (Level 2)   (Level 3)   Total 
  (in thousands)   (in thousands) 

Assets

                

Cash and cash equivalents

  $262,577    $2,128    $—      $264,705    $262,577    $2,128    $—      $264,705  

Marketable securities

   —       477,696     —       477,696     —       477,696     —       477,696  

Long-term marketable securities

   13,954     251,974     —       265,928     13,954     251,974     —       265,928  

Prepayments

   —       109     —       109     —       109     —       109  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $276,531    $731,907    $—      $1,008,438    $276,531    $731,907    $—      $1,008,438  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities

                

Other current liabilities

  $—      $146    $—      $146  

Other accrued liabilities

  $—      $146    $—      $146  

Contingent consideration

   —       —       15,500     15,500     —       —       15,500     15,500  

Long-term contingent consideration

   —       —       21,936     21,936     —       —       21,936     21,936  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $—      $146    $37,436    $37,582    $—      $146    $37,436    $37,582  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Changes in the fair value of Level 3 contingent consideration for the three and six months ended AprilJuly 3, 2016 and AprilJuly 5, 2015 were as follows:

 

  For the Three Months
Ended
   For the Three Months
Ended
   For the Six Months
Ended
 
  April 3,
2016
   April 5,
2015
   July 3,
2016
   July 5,
2015
   July 3,
2016
   July 5,
2015
 
  (in thousands)   (in thousands) 

Balance at beginning of period

  $37,436    $3,350    $23,609    $3,350    $37,436    $3,350  

Acquisition of Universal Robots

   —       33,845     —       33,845  

Payments (a)

   (15,000   —       —       —       (15,000   —    

Fair value adjustment (b)

   1,173     —    

Fair value adjustment (b)(c)(d)

   1,305     (1,600   2,478     (1,600
  

 

   

 

   

 

   

 

   

 

   

 

 

Balance at end of period

  $23,609    $3,350    $24,914    $35,595    $24,914    $35,595  
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)In the threesix months ended AprilJuly 3, 2016, based on Universal Robots’ calendar year 2015 EBITDA results, Teradyne paid $15 million or 100% of the eligible EBITDA contingent consideration amount.
(b)In the three and six months ended AprilJuly 3, 2016, the fair value of contingent consideration for the earn-out in connection with the acquisition of Universal Robots was increased by $1.2$0.8 million and $1.9 million, respectively, primarily due to a lowerdecrease in the discount rate.
(c)In the three and six months ended July 3, 2016, the fair value of contingent consideration for the earn-out in connection with the acquisition of Avionics Interface Technology, LLC (“AIT”) was increased by $0.6 million due to an increase in forecasted revenue.
(d)In the three and six months ended July 5, 2015, the fair value measurement of the contingent consideration for the earn-out in connection with the acquisition of ZTEC Instruments, Inc. (“ZTEC”) was reduced to $0 because Teradyne and the Securityholder Representative, on behalf of the ZTEC securityholders, agreed to terminate the earn-out prior to the end of the December 31, 2015 earn-out period, with no payout in connection with the resolution of indemnity claims asserted by both Teradyne and the Securityholder Representative.

The following table provides quantitative information associated with the fair value measurement of Teradyne’s Level 3 financial instruments:

 

Liability

 April 3,
2016
Fair Value
 Valuation
Technique
 

Unobservable Inputs

 Weighted
Average
 
  (in thousands)       

Contingent consideration

(Universal Robots)

 $16,349 Monte Carlo
Simulation
 Revenue for the period July 1, 2015—December 31, 2017 volatility  15.4
   Discount Rate  4.7
    
 $6,760 Monte Carlo
Simulation
 Revenue for the period July 1, 2015—December 31, 2018 volatility  15.4
   Discount Rate  4.7

Contingent consideration

(AIT)

 $500 Income approach-
discounted cash
flow
 

Revenue for calendar year 2016 probability

Discount rate

  

 

48

4.7


Liability

 July 3,
2016
Fair Value
  Valuation
Technique
  

Unobservable Inputs

 Weighted
Average
 
  (in thousands)         
Contingent consideration (Universal Robots)  $16,922    

 

Monte Carlo

Simulation

  

  

 Revenue for the period July 1, 2015—December 31, 2017 volatility  15.6%  
   Discount Rate  4.0%  
    
  $6,942    
 
Monte Carlo
Simulation
  
  
 Revenue for the period July 1, 2015—December 31, 2018 volatility  15.6%  
   Discount Rate  4.0%  

Contingent consideration

(AIT)

  $1,050    

 

 

Income approach-

discounted cash

flow

  

  

  

 

Revenue for calendar year 2016 probability

Discount Rate

  

 

100%

4.0%

  

  

As of AprilJuly 3, 2016, the significant unobservable inputs used in the Monte Carlo simulation to fair value the Universal Robots contingent consideration include forecasted revenue, revenue volatility and discount rate. Increases or decreases in the inputs would result in a higher or lower fair value measurement. The maximum payment for each of the two Universal Robots revenue earn-outs is $25.0 million.

The significant unobservable inputs used in the Avionics Interface Technology, LLC (“AIT”)AIT fair value measurement of contingent consideration are the probabilities of successful achievement of calendar year 2016 revenue threshold and target, and a discount rate. Increases or decreases in the revenue probabilities would result in a higher or lower fair value measurement. The maximum payment for the AIT earn-out is $1.1 million.

The carrying amounts and fair values of Teradyne’s financial instruments at AprilJuly 3, 2016 and December 31, 2015 were as follows:

 

  April 3, 2016   December 31, 2015   July 3, 2016   December 31, 2015 
  Carrying Value   Fair Value   Carrying Value   Fair Value   Carrying Value   Fair Value   Carrying Value   Fair Value 
  (in thousands)   (in thousands) 

Assets

                

Cash and cash equivalents

  $319,358    $319,358    $264,705    $264,705    $381,095    $381,095    $264,705    $264,705  

Marketable securities

   656,075     656,075     743,624     743,624     724,699     724,699     743,624     743,624  

Derivative assets

   —       —       109     109     5     5     109     109  

Liabilities

                

Contingent consideration

   23,609     23,609     37,436     37,436     24,914     24,914     37,436     37,436  

Derivative liabilities

   193     193     146     146     93     93     146     146  

The fair values of accounts receivable, net and accounts payable approximate the carrying value due to the short-term nature of these instruments.

The following tables summarize the composition of available-for-sale marketable securities at AprilJuly 3, 2016 and December 31, 2015:

 

   April 3, 2016 
   

 

Available-for-Sale

   Fair Market
Value of
Investments
with Unrealized
Losses
 
   Cost   Unrealized
Gain
   Unrealized
(Loss)
  Fair Market
Value
   
   (in thousands) 

U.S. Treasury securities

  $398,832    $620    $(175 $399,277    $204,136  

Corporate debt securities

   161,005     1,861     (1,276  161,590     73,165  

Commercial paper

   36,563     29     —      36,592     6,475  

U.S. government agency securities

   26,107     57     (4  26,160     9,747  

Equity and debt mutual funds

   15,110     1,328     (69  16,369     746  

Certificates of deposit and time deposits

   15,651     2     —      15,653     —    

Non-U.S. government securities

   434     —       —      434     —    
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 
  $653,702    $3,897    $(1,524 $656,075    $294,269  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

   July 3, 2016 
   Available-for-Sale   Fair Market
Value of
Investments
with Unrealized
Losses
 
   Cost   Unrealized
Gain
   Unrealized
(Loss)
  Fair
Market

Value
   
   (in thousands) 

U.S. Treasury securities

  $473,958    $1,684    $(11 $475,631    $118,777  

Corporate debt securities

   140,995     3,060     (457  143,598     40,862  

Commercial paper

   32,959     19     —      32,978     —    

Certificates of deposit and time deposits

   27,958     16     —      27,974     —    

U.S. government agency securities

   27,151     67     —      27,218     2,421  

Equity and debt mutual funds

   15,278     1,424     (28  16,674     937  

Non-U.S. government securities

   610     16     —      626     —    
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 
  $718,909    $6,286    $(496 $724,699    $162,997  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Reported as follows:

 

  Cost   Unrealized
Gain
   Unrealized
(Loss)
 Fair Market
Value
   Fair Market
Value of
Investments
with Unrealized
Losses
   Cost   Unrealized
Gain
   Unrealized
(Loss)
 Fair Market
Value
   Fair Market
Value of
Investments
with Unrealized
Losses
 
  (in thousands)   (in thousands) 

Marketable securities

  $409,971    $146    $(114 $410,003    $204,024    $441,840    $336    $(22 $442,154    $89,416  

Long-term marketable securities

   243,731     3,751     (1,410 246,072     90,245     277,069     5,950     (474 282,545     73,581  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

 
  $653,702    $3,897    $(1,524 $656,075    $294,269    $718,909    $6,286    $(496 $724,699    $162,997  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

 

  December 31, 2015   December 31, 2015 
  

 

Available-for-Sale

   Fair Market
Value of
Investments
with Unrealized
Losses
   Available-for-Sale   Fair Market
Value of
Investments
with Unrealized
Losses
 
  Cost   Unrealized
Gain
   Unrealized
(Loss)
 Fair Market
Value
     Cost   Unrealized
Gain
   Unrealized
(Loss)
 Fair
Market

Value
   
  (in thousands)   (in thousands) 

U.S. Treasury securities

  $421,060    $65    $(1,167 $419,958    $379,434    $421,060    $65    $(1,167 $419,958    $379,434  

Corporate debt securities

   163,297     902     (2,565 161,634     145,373     163,297     902     (2,565 161,634     145,373  

U.S. government agency securities

   84,032     42     (122 83,952     55,120     84,032     42     (122 83,952     55,120  

Certificates of deposit and time deposits

   43,391     6     (3 43,394     10,527     43,391     6     (3 43,394     10,527  

Commercial paper

   20,298     11     (1 20,308     8,646     20,298     11     (1 20,308     8,646  

Equity and debt mutual funds

   12,996     1,119     (161 13,954     2,560     12,996     1,119     (161 13,954     2,560  

Non-U.S. government securities

   424     —       —     424     —       424     —       —     424     —    
  

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

 
  $745,498    $2,145    $(4,019 $743,624    $601,660    $745,498    $2,145    $(4,019 $743,624    $601,660  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

 

Reported as follows:

 

  Cost   Unrealized
Gain
   Unrealized
(Loss)
 Fair Market
Value
   Fair Market
Value of
Investments
with Unrealized
Losses
   Cost   Unrealized
Gain
   Unrealized
(Loss)
 Fair
Market

Value
   Fair Market
Value of
Investments
with Unrealized
Losses
 
  (in thousands)   (in thousands) 

Marketable securities

  $478,306    $38    $(648 $477,696    $374,785    $478,306    $38    $(648 $477,696    $374,785  

Long-term marketable securities

   267,192     2,107     (3,371 265,928     226,875     267,192     2,107     (3,371 265,928     226,875  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

 
  $745,498    $2,145    $(4,019 $743,624    $601,660    $745,498    $2,145    $(4,019 $743,624    $601,660  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

 

As of AprilJuly 3, 2016, the fair market value of investments with unrealized losses totaled $294.3$163.0 million. Of this value, $2.8$4.0 million had unrealized losses of $0.5$0.4 million for greater than one year and $291.5$159.0 million had unrealized losses of $1.1$0.1 million for less than one year.

As of December 31, 2015, the fair market value of investments with unrealized losses totaled $601.7 million. Of this value, $0.9 million had unrealized losses of $0.5 million for greater than one year and $600.8 million had unrealized losses of $3.6 million for less than one year.

Teradyne reviews its investments to identify and evaluate investments that have an indication of possible impairment. Based on this review, Teradyne determined that the unrealized losses related to these investments, at AprilJuly 3, 2016 and December 31, 2015, were temporary.

The contractual maturities of investments held at AprilJuly 3, 2016 were as follows:

 

  April 3, 2016   July 3, 2016 
  Cost   Fair Market
Value
   Cost   Fair Market
Value
 
  (in thousands)   (in thousands) 

Due within one year

  $409,971    $410,003    $441,840    $442,154  

Due after 1 year through 5 years

   184,645     184,852     218,350     218,769  

Due after 5 years through 10 years

   4,432     4,546     4,699     4,962  

Due after 10 years

   39,544     40,305     38,742     42,140  
  

 

   

 

   

 

   

 

 

Total

  $638,592    $639,706    $703,631    $708,025  
  

 

   

 

   

 

   

 

 

Contractual maturities of investments held at AprilJuly 3, 2016 exclude equity and debt mutual funds as they do not have contractual maturity dates.

Derivatives

Teradyne conducts business in a number of foreign countries, with certain transactions denominated in local currencies. The purpose of Teradyne’s foreign currency management is to minimize the effect of exchange rate fluctuations on certain foreign currency denominated monetary assets and liabilities. Teradyne does not use derivative financial instruments for trading or speculative purposes.

To minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, Teradyne enters into foreign currency forward contracts. The change in fair value of these derivatives is recorded directly in earnings, and is used to offset the change in value of monetary assets and liabilities denominated in foreign currencies.

The notional amount of foreign currency forward contracts was $138.5$117.7 million and $114.1 million at AprilJuly 3, 2016 and December 31, 2015, respectively. The fair value of the outstanding contracts was a loss of $0.2$0.1 million and $0.0 million at AprilJuly 3, 2016 and December 31, 2015, respectively.

For the three and six months ended AprilJuly 3, 2016, and April 5, 2015, Teradyne recorded net realized losses of $3.3$6.9 million and $3.4$10.2 million, respectively, related to foreign currency forward contracts hedging net monetary positions. Gains and losses on

For the three months ended July 5, 2015, Teradyne recorded a net realized gain of $1.6 million related to foreign currency forward contracts andhedging net monetary positions. For the six months ended July 5, 2015, Teradyne recorded a net realized loss of $1.9 million related to foreign currency remeasurement gains and losses onforward contracts hedging net monetary assets and liabilities are included in other (income) expense, net.positions.

The following table summarizes the fair value of derivative instruments at AprilJuly 3, 2016 and December 31, 2015:

 

  Balance Sheet Location  April 3,
2016
 December 31,
2015
   Balance Sheet Location   July 3,
2016
 December 31,
2015
 
     (in thousands)       (in thousands) 

Derivatives not designated as hedging instruments:

          

Foreign exchange contracts assets

  Prepayments  $—     $109     Prepayments    $5   $109  

Foreign exchange contracts liabilities

  Other current liabilities   (193 (146   Other current liabilities     (93 (146
    

 

  

 

     

 

  

 

 

Total derivatives

    $(193 $(37    $(88 $(37
    

 

  

 

     

 

  

 

 

Teradyne’s foreign exchange contracts are subject to master netting agreements.

The following table summarizes the effect of derivative instruments recognized in the statement of operations during the three and six months ended AprilJuly 3, 2016 and AprilJuly 5, 2015.

  Location of (Gains) Losses
Recognized in
Statement of Operations
  For the Three Months
Ended
  For the Six Months
Ended
 
   July 3,
2016
  July 5,
2015
  July 3,
2016
  July 5,
2015
 
     (in thousands) 

Derivatives not designated as hedging instruments:

     

Foreign exchange contracts

  Other (income) expense, net   $6,901   $(1,547 $10,199   $1,878  
  

 

 

  

 

 

  

 

 

  

 

 

 

Total Derivatives

  $6,901   $(1,547 $10,199   $1,878  
  

 

 

  

 

 

  

 

 

  

 

 

 

The table above does not reflect the corresponding gains and losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies.currencies recorded in other (income) expense, net. For the three and six months ended July 3, 2016, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $6.9 million and $10.4 million, respectively. For the three months ended April 3, 2016July 5, 2015, net losses from the remeasurement of monetary assets and Aprilliabilities denominated in foreign currencies were $2.1 million. For the six months ended July 5, 2015, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $3.4 million and $4.3 million, respectively.$2.2 million.

   Location of (Gains) Losses
Recognized in

Statement
of Operations
      For the Three Months    
Ended
 
    April 3,
2016
   April 5,
2015
 
      (in thousands) 

Derivatives not designated as hedging instruments:

      

Foreign exchange contracts

  Other (income) expense, net  $3,298    $3,425  
    

 

 

   

 

 

 

Total Derivatives

    $3,298    $3,425  
    

 

 

   

 

 

 

F. Debt

Revolving Credit Facility

On April 27, 2015, Teradyne entered into a Credit Agreement (the “Credit Agreement”) with Barclays Bank PLC, as administrative agent and collateral agent, and the lenders party thereto. The Credit Agreement provides for a five-year, senior secured revolving credit facility of up to $350 million (the “Credit Facility”). The Credit Agreement further provides that, subject to customary conditions, Teradyne may seek to obtain from existing or new lenders incremental commitments under the Credit Facility in an aggregate principal amount not to exceed $150 million.

Proceeds from the Credit Facility may be used for general corporate purposes and working capital. Teradyne incurred $2.3 million in costs related to the revolving credit facility. These costs are being amortized over the five yearfive-year term of the revolving credit facility and are included in interest expense in the statement of operations. As of May 13,August 12, 2016, Teradyne has not borrowed any funds under the Credit Facility.

The interest rates applicable to loans under the Credit Facility are, at Teradyne’s option, equal to either a base rate plus a margin ranging from 0.00% to 1.00% per annum or LIBOR plus a margin ranging from 1.00% to 2.00% per annum, based on the Consolidated Leverage Ratio of Teradyne and its Restricted Subsidiaries. In addition, Teradyne will pay a commitment fee on the unused portion of the commitments under the Credit Facility ranging from 0.125% to 0.350% per annum, based on the then applicable Consolidated Leverage Ratio.

Teradyne is not required to repay any loans under the Credit Facility prior to maturity, subject to certain customary exceptions. Teradyne is permitted to prepay all or any portion of the loans under the Credit Facility prior to maturity without premium or penalty, other than customary LIBOR breakage costs.

The Credit Agreement contains customary events of default, representations, warranties and affirmative and negative covenants that, among other things, limit Teradyne’s and its Restricted Subsidiaries’ ability to sell assets, grant liens on assets, incur other secured indebtedness and make certain investments and restricted payments, all subject to exceptions set forth in the Credit Agreement. The Credit Agreement also requires Teradyne to satisfy two financial ratios measured as of the end of each fiscal quarter: a consolidated leverage ratio and an interest coverage ratio. As of April 3,August 12, 2016, Teradyne was in compliance with all covenants.

The Credit Facility is guaranteed by certain of Teradyne’s domestic subsidiaries and collateralized by assets of Teradyne and such subsidiaries, including a pledge of 65% of the capital stock of certain foreign subsidiaries.

G. Prepayments

Prepayments consist of the following and are included in prepayments on the balance sheet:

 

  April 3,
2016
   December 31,
2015
   July 3,
2016
   December 31,
2015
 
  (in thousands)   (in thousands) 

Contract manufacturer prepayments

  $68,746    $66,283    $77,009    $66,283  

Prepaid maintenance and other services

   7,061     8,481     7,623     8,481  

Prepaid taxes

   5,281     3,781     5,119     3,781  

Other prepayments

   14,097     12,974     13,380     12,974  
  

 

   

 

   

 

   

 

 

Total prepayments

  $95,185    $91,519    $103,131    $91,519  
  

 

   

 

   

 

   

 

 

H. Deferred Revenue and Customer Advances

Deferred revenue and customer advances consist of the following and are included in short and long-term deferred revenue and customer advances on the balance sheet:

 

  April 3,
2016
   December 31,
2015
   July 3,
2016
   December 31,
2015
 
  (in thousands)   (in thousands) 

Extended warranty

  $46,115    $46,499    $47,723    $46,499  

Product maintenance and training

   31,368     30,616     38,030     30,616  

Customer advances

   5,347     17,456     3,486     17,456  

Undelivered elements and other

   14,733     16,701     128,608     16,701  
  

 

   

 

   

 

   

 

 

Total deferred revenue and customer advances

  $97,563    $111,272    $217,847    $111,272  
  

 

   

 

   

 

   

 

 

I. Product Warranty

Teradyne generally provides a one-year warranty on its products, commencing upon installation, acceptance, delivery or shipment. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based on historical experience. Related costs are charged to the warranty accrual as incurred. The warranty balance below is included in other accrued liabilities on the balance sheet.

 

  For the Three Months
Ended
   For the Three
Months

Ended
 For the Six Months
Ended
 
  April 3,
2016
   April 5,
2015
   July 3,
2016
 July 5,
2015
 July 3,
2016
 July 5,
2015
 
  (in thousands)   (in thousands) 

Balance at beginning of period

  $6,925    $8,942    $7,496   $7,423   $6,925   $8,942  

Acquisition

   —     372    —     372  

Accruals for warranties issued during the period

   3,490     2,361     4,888   3,926   8,378   6,287  

Adjustments related to pre-existing warranties

   243     (1,031   (420 (797 (177 (1,828

Settlements made during the period

   (3,162   (2,849   (3,180 (2,696 (6,342 (5,545
  

 

   

 

   

 

  

 

  

 

  

 

 

Balance at end of period

  $7,496    $7,423    $8,784   $8,228   $8,784   $8,228  
  

 

   

 

   

 

  

 

  

 

  

 

 

When Teradyne receives revenue for extended warrantywarranties beyond one year, it is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. The extended warranty balance below is included in short and long-term deferred revenue and customer advances on the balance sheet.

 

  For the Three Months
Ended
   For the Three Months
Ended
 For the Six Months
Ended
 
  April 3,
2016
   April 5,
2015
   July 3,
2016
 July 5,
2015
 July 3,
2016
 July 5,
2015
 
  (in thousands)     (in thousands)   

Balance at beginning of period

  $46,499    $43,300    $46,115   $40,704   $46,499   $43,300  

Acquisition

   —     699    —     699  

Deferral of new extended warranty revenue

   6,827     4,204     8,898   8,172   15,725   12,376  

Recognition of extended warranty deferred revenue

   (7,211   (6,800   (7,290 (6,276 (14,501 (13,076
  

 

   

 

   

 

  

 

  

 

  

 

 

Balance at end of period

  $46,115    $40,704    $47,723   $43,299   $47,723   $43,299  
  

 

   

 

   

 

  

 

  

 

  

 

 

J. Stock-Based Compensation

Under Teradyne’s stock compensation plans, Teradyne grants stock options, restricted stock units and performance-based restricted stock units, and employees are eligible to purchase Teradyne’s common stock through its Employee Stock Purchase Plan (“ESPP”).

Teradyne grants performance-based restricted stock units (“PRSUs”) to its executive officers with a performance metric based on relative total shareholder return (“TSR”). For TSR grants issued in 2014 and 2015, Teradyne’s three-year TSR performance is measured against the Philadelphia Semiconductor Index. For TSR grants issued in January 2016, Teradyne’s three-year TSR performance will be measured against the New York Stock Exchange (“NYSE”) Composite Index. The final number of TSR PRSUs that vest will vary based upon the level of performance achieved from 200% to 0% of the target shares. The TSR PRSUs will vest upon the three-year anniversary of the grant date. The TSR PRSUs are valued using a Monte Carlo simulation model. The number of units expected to be earned, based upon the achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation. Compensation expense is recognized on a straight-line basis over the three-year service period. Compensation expense is recognized regardless of the eventual number of units that are earned based upon the market condition, provided the executive officer remains an employee at the end of the three-year period. Compensation expense is reversed if at any time during the three-year service period the executive officer is no longer an employee, subject to the retirement and termination eligibility provisions noted below.

In January 2016, Teradyne granted PRSUs to its executive officers with a performance metric based on three-year cumulative non-GAAP profit before interest and tax (“PBIT”). Non-GAAP PBIT is a financial measure equal to GAAP income from operations less restructuring and other, net; amortization of acquired intangible assets; acquisition and divestiture related charges or credits; pension actuarial gains and losses; and other non-recurring gains and charges. The final number of PBIT PRSUs that vest will vary based upon the level of performance achieved from 200% to 0% of the target shares. The PBIT PRSUs will vest upon the three-year anniversary of the grant date. Compensation expense is recognized on a straight-line basis over the three-year service period. Compensation expense is recognized based on the number of units that are earned based upon the three yearthree-year Teradyne PBIT as a percent of Teradyne’s revenue, provided the executive officer remains an employee at the end of the three-year period subject to the retirement and termination eligibility provisions noted below.

Beginning with PRSUs granted in January 2014, if the recipient’s employment ends prior to the determination of the performance percentage due to (1) permanent disability or death or (2) retirement or termination other than for cause, after attaining both at least age sixty and at least ten years of service, then all or a portion of the recipient’s PRSUs (based on the actual performance percentage achieved on the determination

date) will vest on the date the performance percentage is determined. Except as set forth in the preceding sentence, no PRSUs will vest if the executive officer is no longer an employee at the end of the three-year period.

During the threesix months ended AprilJuly 3, 2016 and AprilJuly 5, 2015, Teradyne granted 0.1 million and 0.2 million TSR PRSUs, respectively, with a grant date fair value of $20.29 and $18.21, respectively. The fair value was estimated using the Monte Carlo simulation model with the following assumptions:

 

  For the Three Months
Ended
   For the Six Months
Ended
 
  April 3,
2016
 April 5,
2015
   July 3,
2016
 July 5,
2015
 

Risk-free interest rate

   0.97 0.77   0.97 0.77

Teradyne volatility-historical

   27.0 28.2   27.0 28.2

NYSE Composite Index volatility-historical

   13.1  —       13.1  —    

Philadelphia Semiconductor Index volatility-historical

   —     19.7   —     19.7

Dividend yield

   1.24 1.33   1.24 1.33

Expected volatility was based on the historical volatility of Teradyne’s stock and the NYSE Composite Index for the 2016 grant and Philadelphia Semiconductor Index for the 2015 grant, over the most recent three year period. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of grant. Dividend yield was based upon an estimated annual dividend amount of $0.24 per share divided by Teradyne’s stock price on the grant date of $19.43 for the 2016 grant and $18.10 for the 2015 grant.

During the threesix months ended AprilJuly 3, 2016, Teradyne granted 0.1 million PBIT PRSUs with a grant date fair value of $18.71.

During the threesix months ended AprilJuly 3, 2016, Teradyne granted 1.2 million of service-based restricted stock unit awards to employees at a weighted average grant date fair value of $18.47$18.49, 0.1 million of service-based restricted stock unit awards to non-employee directors at a weighted average grant date fair value of $18.71 and 0.1 million of service-based stock options to executive officers at a weighted average grant date fair value of $5.30.

During the threesix months ended AprilJuly 5, 2015, Teradyne granted 1.4 million of service-based restricted stock unit awards to employees at a weighted average grant date fair value of $17.14$17.15, 0.1 million of service-based restricted stock unit awards to non-employee directors at a weighted average grant date fair value of $20.21 and 0.1 million of service-based stock options to executive officers at a weighted average grant date fair value of $4.43.

Restricted stock unit awards granted to employees vest in equal annual installments over four years. Restricted stock unit awards granted to non-employee directors vest after a one year period, with 100% of the award vesting on the first anniversary of the grant date. Stock options vest in equal annual installments over four years and have a term of seven years from the date of grant.

The fair value of stock options was estimated using the Black-Scholes option-pricing model with the following assumptions:

 

  For the Three Months
Ended
   For the Six Months
Ended
 
  April 3,
2016
 April 5,
2015
   July 3,
2016
 July 5,
2015
 

Expected life (years)

   5.0   4.0     5.0   4.0  

Risk-free interest rate

   1.4 1.1   1.4 1.1

Volatility-historical

   32.9 33.4   32.9 33.4

Dividend yield

   1.24 1.33   1.24 1.33

Teradyne determined the stock options’ expected life based upon historical exercise data for executive officers, the age of the executive officers and the terms of the stock option grant. Volatility was determined using historical volatility for a period equal to the expected life. The risk-free interest rate was determined using the U.S. Treasury yield curve in effect at the time of grant. Dividend yield was based upon an estimated annual dividend amount of $0.24 per share divided by Teradyne’s stock price on the grant date, of $19.43 for the 2016 grant and $18.10 for the 2015 grant.

K. Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income, which is presented net of tax, consist of the following:

 

  For the Three Months
Ended April 3, 2016
 
  Foreign
Currency
Translation
Adjustment
  Unrealized
Gains
(Losses) on
Marketable
Securities
  Retirement
Plans Prior
Service
Credit
  Total 
  (in thousands) 

Balance at December 31, 2015, net of tax of $0, $(459), $(622)

 $(8,759 $(1,414 $2,029   $(8,144
 

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income before reclassifications, net of tax of $0, $1,253

  10,271    3,071    —      13,342  

Amounts reclassified from accumulated other comprehensive income, net of tax of $11, $(46)

  —      (83  (80  (163
 

 

 

  

 

 

  

 

 

  

 

 

 

Net current period other comprehensive income, net of tax of $0, $1,264, $(46)

  10,271    2,988    (80  13,179  
 

 

 

  

 

 

  

 

 

  

 

 

 

Balance at April 3, 2016, net of tax of $0, $805, $(668)

 $1,512   $1,574   $1,949   $5,035  
 

 

 

  

 

 

  

 

 

  

 

 

 
  For the Six Months
Ended July 3, 2016
 
  Foreign
Currency
Translation
Adjustment
  Unrealized
Gains
(Losses) on
Marketable
Securities
  Retirement
Plans Prior
Service
Credit
  Total 
  (in thousands) 

Balance at December 31, 2015, net of tax of $0, $(459),  $(622)

 $(8,759 $(1,414 $2,029   $(8,144
 

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income before reclassifications, net of tax of $0, $2,354

  5,229    5,446    —      10,675  

Amounts reclassified from accumulated other comprehensive income (loss), net of tax of $(2), $(59)

  —      (134  (104  (238
 

 

 

  

 

 

  

 

 

  

 

 

 

Net current period other comprehensive income (loss), net of tax of $0, $2,352, $(59)

  5,229    5,312    (104  10,437  
 

 

 

  

 

 

  

 

 

  

 

 

 

Balance at July 3, 2016, net of tax of $0, $1,893, $(681)

 $(3,530 $3,898   $1,925   $2,293  
 

 

 

  

 

 

  

 

 

  

 

 

 

 

   For the Three Months
Ended April 5, 2015
 
   Foreign
Currency
Translation
Adjustment
   Unrealized
Gains
(Losses) on
Marketable
Securities
  Retirement
Plans Prior
Service
Credit
  Total 
   (in thousands) 

Balance at December 31, 2014, net of tax of $1,598, $(453)

  $—      $2,365   $2,324   $4,689  
  

 

 

   

 

 

  

 

 

  

 

 

 

Other comprehensive income before reclassifications, net of tax of $704

   —       1,799    —      1,799  

Amounts reclassified from accumulated other comprehensive income, net of tax of $(169), $(42)

   —       (330  (74  (404
  

 

 

   

 

 

  

 

 

  

 

 

 

Net current period other comprehensive income, net of tax of $535, $(42)

   —       1,469    (74  1,395  
  

 

 

   

 

 

  

 

 

  

 

 

 

Balance at April 5, 2015, net of tax of $2,133, $(495)

  $—      $3,834   $2,250   $6,084  
  

 

 

   

 

 

  

 

 

  

 

 

 
   For the Six Months
Ended July 5, 2015
 
   Foreign
Currency
Translation
Adjustments
  Unrealized
Gains
(Losses) on
Marketable
Securities
  Retirement
Plans Prior
Service
Credit
  Total 
   (in thousands) 

Balance at December 31, 2014, net of tax of $1,598,  $(453)

  $—     $2,365   $2,324   $4,689  
  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive loss before reclassifications, net of tax of $0, $(944)

   (6,267  (876  —      (7,143

Amounts reclassified from accumulated other comprehensive income, net of tax of $(209), $(85)

   —      (561  (147  (708
  

 

 

  

 

 

  

 

 

  

 

 

 

Net current period other comprehensive loss, net of tax of $0, $(1,153), $(85)

   (6,267  (1,437  (147  (7,851
  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at July 5, 2015, net of tax of $0, $445, $(538)

  $(6,267 $928   $2,177   $(3,162
  

 

 

  

 

 

  

 

 

  

 

 

 

Reclassifications out of accumulated other comprehensive income to the statement of operations for the three and six months ended AprilJuly 3, 2016 and AprilJuly 5, 2015 were as follows:

 

Details about Accumulated Other Comprehensive Income

Components

  For the Three Months
Ended
   Affected Line Item
in the Statements
of Operations
   April 3,
2016
   April 5,
2015
    
   (in thousands)    

Available-for-sale marketable securities:

      

Unrealized gains, net of tax of $(11), $169

  $83    $330    Interest income

Amortization of defined benefit pension and postretirement plans:

      

Prior service benefit, net of tax of $46, $42

   80     74    (a)
  

 

 

   

 

 

   

Total reclassifications, net of tax of $35, $211

  $163    $404    Net income
  

 

 

   

 

 

   

Details about Accumulated Other Comprehensive Income

Components

 For the Three Months
Ended
  For the Six Months
Ended
  Affected Line Item
in the Statements
of Operations
 
  July 3,
2016
  July 5,
2015
  July 3,
2016
  July 5,
2015
    
  (in thousands)    

Available-for-sale marketable securities:

     

Unrealized gains, net of tax of $13, $40, $2, $209

 $51   $231   $134   $561    Interest income  

Defined benefit pension and postretirement plans:

     

Amortization of prior service income, net of tax of $47, $42, $93, $85

  83    74    163    147    (a)  

Prior service income arising during period, net of tax of $(34), $0, $(34), $0

  (59  —      (59  —     
 

 

 

  

 

 

  

 

 

  

 

 

  
  24    74    104    147   
     
 

 

 

  

 

 

  

 

 

  

 

 

  

Total reclassifications, net of tax of $26, $82, $61, $294

 $75   $305   $238   $708    Net income  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

(a)The amortization of prior service benefitincome is included in the computation of net periodic pension cost and postretirement benefit; see Note O: “Retirement Plans.”

L. Goodwill and Intangible Assets

Goodwill

Teradyne performs its annual goodwill impairment test as required under the provisions of ASC 350-10,“Intangibles—Goodwill and Other” on December 31 of each fiscal year unless interim indicators of impairment exist. Goodwill is considered impaired when the net book value of a reporting unit exceeds its estimated fair value.

In the second quarter of 2016, the Wireless Test reporting unit (which is Teradyne’s Wireless Test operating and reportable segment) reduced headcount by 11% as a result of a sharp decline in projected demand attributable to an estimated smaller future wireless test market. The decrease in projected demand was due to lower forecasted buying from Teradyne’s largest Wireless Test segment customer (who has contributed between 51% and 73% of annual Wireless Test sales since the LitePoint acquisition in 2011) as a result of the customer’s numerous operational efficiencies; slower smartphone growth rates; and a slowdown of new wireless technology adoption. Teradyne considered the headcount reduction and sharp decline in projected demand to be a triggering event for an interim goodwill impairment test.

Teradyne used the income and market approaches to determine the fair value of the Wireless Test reporting unit for step 1 of the goodwill impairment test. With respect to the income approach, Teradyne used the discounted cash flow method, which included seven year future cash flow projections and an estimated terminal value. The cash flow projections were prepared using Teradyne’s forecast, which was based upon underlying estimates of the total market size, and Teradyne’s market share in the wireless test market developed using Teradyne and independent third party data. The estimated terminal value was calculated using the Gordon Growth model. The market approach used a revenue multiple to develop an estimate of fair value. The revenue multiple was estimated using enterprise value as a ratio of next twelve months revenue for comparable companies. Teradyne equally weighted the income and market approaches to determine the fair value of the Wireless Test reporting unit. The carrying amount of the Wireless Test reporting unit exceeded its fair value; therefore, the second step of the goodwill impairment test was performed to calculate implied goodwill and to measure the amount of the impairment loss.

Teradyne allocated the fair value of the Wireless Test reporting unit to all of its assets and liabilities (including unrecognized intangible assets). The net book value of raw materials inventory was estimated as an approximation of current replacement costs. The fair value of finished goods inventory was estimated at the present value of selling price less direct selling costs and profit on the selling effort. The selling price used in the inventory fair values was based upon the product gross margins included in Teradyne’s forecast. The fair value of the deferred revenue liability was estimated by assessing the costs required to service the obligation plus a reasonable profit margin. The fair value for personal property assets, which consisted of furniture and fixtures, machinery and equipment, computer equipment, software and leasehold improvements, was estimated using the replacement cost approach, which approximated carrying value. The fair value of intangible assets was estimated using the income approach and, in particular, developed technology and trademarks/trade names were valued using the relief-from-royalty method and customer relationships and customer backlog were valued using the discounted cash flow method. Royalty rates were estimated using rates applicable to wireless testing equipment and other similar technologies. Based upon this allocation, Teradyne determined that goodwill is valued at $8.0 million and recorded an impairment loss of $255 million in the second quarter of 2016.

The changes in the carrying amount of goodwill by reportable segments for the threesix months ended AprilJuly 3, 2016, were as follows:

 

 Wireless
Test
 Industrial
Automation
 System
Test
 Semiconductor
Test
 Total  Wireless
Test
 Industrial
Automation
 System
Test
 Semiconductor
Test
 Total 
 (in thousands)  (in thousands) 

Balance at December 31, 2015:

          

Goodwill

 $361,819   $214,975   $158,699   $260,540   $996,033   $361,819   $214,975   $158,699   $260,540   $996,033  

Accumulated impairment losses

 (98,897  —     (148,183 (260,540 (507,620 (98,897  —     (148,183 (260,540 (507,620
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 262,922   214,975   10,516    —     488,413   262,922   214,975   10,516    —     488,413  

Foreign currency translation adjustment

  —     7,458    —      —     7,458    —     3,743    —      —     3,743  

Goodwill impairment loss

 (254,946  —      —      —     (254,946
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at April 3, 2016:

     

Balance at July 3, 2016:

     

Goodwill

 361,819   222,433   158,699   260,540   1,003,491   361,819   218,718   158,699   260,540   999,776  

Accumulated impairment losses

 (98,897  —     (148,183 (260,540 (507,620 (353,843  —     (148,183 (260,540 (762,566
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 $262,922   $222,433   $10,516   $—     $495,871   $7,976   $218,718   $10,516   $—     $237,210  
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Intangible Assets

Teradyne reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. As a result of the Wireless Test segment goodwill impairment review in the second quarter of 2016, Teradyne performed an impairment test of the Wireless Test segment’s intangible and long-lived assets. The impairment test is based on a comparison of the estimated undiscounted cash flows to the carrying value of the asset group. If undiscounted cash flows for the asset group are less than the carrying amount, the asset group is written down to its estimated fair value based on a discounted cash flow analysis. The cash flow estimates used to determine the impairment contain management’s best estimates using appropriate assumptions and projections at that time. The fair value of intangible assets was estimated using the income approach and, in particular, developed technology and trademarks/trade names were valued using the relief-from-royalty method and customer relationships were valued using the discounted cash flow method. Royalty rates were estimated using rates applicable to wireless testing equipment and other similar technologies. As a result of the analysis, Teradyne recorded an $83 million impairment charge in the second quarter of 2016 in acquired intangible assets impairment on the statement of operations.

Amortizable intangible assets consist of the following and are included in intangible assets, net on the balance sheet:

 

  April 3, 2016   July 3, 2016 
  Gross
Carrying
Amount
   Accumulated
Amortization
   Net
Carrying
Amount
   Weighted
Average
Useful Life
   Gross
Carrying
Amount (1)
   Accumulated
Amortization
(1)(2)
   Foreign
Currency
Translation

Adjustment
   Net
Carrying
Amount
   Weighted
Average
Useful
Life
 
  (in thousands)   (in thousands) 

Developed technology

  $333,947    $186,118    $147,829     6.0 years    $333,421    $259,364     (1,138  $72,919     6.0 years  

Customer relationships

   110,658     68,114     42,544     7.9 years     110,602     89,674     (119   20,809     7.9 years  

Tradenames and trademarks

   53,169     20,468     32,701     9.5 years     53,034     24,581     (292   28,161     9.5 years  

Non-compete agreement

   320     120     200     4.0 years     320     140     —       180     4.0 years  

Customer backlog

   170     170     —       0.3 years     170     170     —       —       0.3 years  
  

 

   

 

   

 

     

 

   

 

   

 

   

 

   

Total intangible assets

  $498,264    $274,990    $223,274     6.8 years    $497,547    $373,929     (1,549  $122,069     6.8 years  
  

 

   

 

   

 

     

 

   

 

   

 

   

 

   

 

   December 31, 2015 
   Gross
Carrying
Amount
   Accumulated
Amortization
   Net
Carrying
Amount
   Weighted
Average
Useful Life
 
   (in thousands) 

Developed technology

  $379,778    $220,306    $159,472     6.0 years  

Customer relationships

   110,340     63,718     46,622     7.9 years  

Tradenames and trademarks

   52,396     18,879     33,517     9.5 years  

Non-compete agreement

   320     100     220     4.0 years  

Customer backlog

   170     170     —       0.3 years  
  

 

 

   

 

 

   

 

 

   

Total intangible assets

  $543,004    $303,173    $239,831     6.7 years  
  

 

 

   

 

 

   

 

 

   
(1)In 2016, $48 million of amortizable intangible assets became fully amortized and have been eliminated from the gross carrying amount and accumulated amortization.
(2)Includes an $83 million impairment of Wireless Test amortizable intangible assets.

   December 31, 2015 
   Gross
Carrying
Amount
   Accumulated
Amortization
   Foreign
Currency
Translation
Adjustment
   Net
Carrying
Amount
   Weighted
Average
Useful Life
 
   (in thousands) 

Developed technology

  $382,262    $220,346     (2,444  $159,472     6.0 years  

Customer relationships

   110,602     63,722     (258   46,622     7.9 years  

Tradenames and trademarks

   53,034     18,889     (628   33,517     9.5 years  

Non-compete agreement

   320     100     —       220     4.0 years  

Customer backlog

   170     170     —       —       0.3 years  
  

 

 

   

 

 

   

 

 

   

 

 

   

Total intangible assets

  $546,388    $303,227     (3,330  $239,831     6.7 years  
  

 

 

   

 

 

   

 

 

   

 

 

   

Aggregate intangible asset amortization expense was $20.0$16.2 million and $13.8$36.2 million, respectively, for the three and six months ended AprilJuly 3, 2016 and April$15.3 million and $29.1 million, respectively, for the three and six months ended July 5, 2015. Estimated intangible asset amortization expense for each of the five succeeding fiscal years is as follows:

 

Year

  Amortization Expense   Amortization Expense 
  (in thousands)   (in thousands) 

2016 (remainder)

  $60,547    $16,519  

2017

   71,899     30,410  

2018

   45,160     28,142  

2019

   24,260     24,244  

2020

   10,304     10,626  

Thereafter

   11,104     12,128  

M. Net Income per Common Share

The following table sets forth the computation of basic and diluted net income per common share:

 

  For the Three Months
Ended
  For the Three Months
Ended
 For the Six Months
Ended
 
  April 3,
2016
   April 5,
2015
  July 3,
2016
 July 5,
2015
 July 3,
2016
 July 5,
2015
 
  (in thousands, except per
share amounts)
  (in thousands, except per share amounts) 

Net income for basic and diluted net income per share

  $49,986    $32,787  

Net (loss) income for basic and diluted net income per share

 $(223,546 $102,879   $(173,560 $135,666  
  

 

   

 

  

 

  

 

  

 

  

 

 

Weighted average common shares-basic

   204,271     217,187   203,018   213,845   203,645   215,516  

Effect of dilutive potential common shares:

        

Restricted stock units

   965     901    —     978    —     940  

Stock options

   487     696    —     603    —     649  

Employee stock purchase plan

   9     28    —     70    —     49  
  

 

   

 

  

 

  

 

  

 

  

 

 

Dilutive potential common shares

   1,461     1,625    —     1,651    —     1,638  
  

 

   

 

  

 

  

 

  

 

  

 

 

Weighted average common shares-diluted

   205,732     218,812   203,018   215,496   203,645   217,154  
  

 

   

 

  

 

  

 

  

 

  

 

 

Net income per common share-basic

  $0.24    $0.15  

Net (loss) income per common share-basic

 $(1.10 $0.48   $(0.85 $0.63  
  

 

   

 

  

 

  

 

  

 

  

 

 

Net income per common share-diluted

  $0.24    $0.15  

Net (loss) income per common share-diluted

 $(1.10 $0.48   $(0.85 $0.62  
  

 

   

 

  

 

  

 

  

 

  

 

 

The computation of diluted net income per common share for the three and six months ended AprilJuly 3, 2016 excludes the effect of the potential exercise of all outstanding stock options to purchase approximately 0.3 million sharesand restricted stock units because the effectTeradyne had a net loss and inclusion would have beenbe anti-dilutive.

The computation of diluted net income per common share for the three and six months ended AprilJuly 5, 2015 excludes the effect of the potential exercise of stock options to purchase approximately 0.2 million shares because the effect would have been anti-dilutive.

N. Restructuring and Other

Other

On April 16, 2016, an earthquake in Kumamoto, Japan damaged Teradyne’s main facility at that location. The Teradyne owned facility, which was used for engineering, production, and support operations, was damaged beyond repair and has no remaining utility to Teradyne. In the three and six months ended July 3, 2016, Teradyne wrote off the building’s carrying value of $4.2 million and also recorded $0.9 million of earthquake related expenses. Teradyne has $10 million of earthquake insurance with a deductible of approximately $2.5 million for the location. The $5.1 million of total charges were offset by $5.1 million of proceeds received in the second quarter of 2016 under the insurance policy. The charges and proceeds were recognized in restructuring and other in the statement of operations. Teradyne has temporarily transferred some operations to other facilities in Japan and elsewhere while its Kumamoto operations are restored. Teradyne is still in the process of assessing the total impact of the damage.

During the three months ended AprilJuly 3, 2016, Teradyne recorded an expense of $1.2$1.3 million for the increase in the fair value of thecontingent consideration liability, of which $0.8 million was related to Universal Robots and $0.6 million was related to AIT.

During the six months ended July 3, 2016, Teradyne recorded an expense of $2.5 million for the increase in the fair value of contingent consideration liability.liability, of which $1.9 million was related to Universal Robots and $0.6 million was related to AIT.

During the three and six months ended July 5, 2015, Teradyne recorded a $1.6 million gain from the decrease in the fair value of the ZTEC contingent consideration liability, partially offset by $1.0 million of acquisition costs related to Universal Robots.

Restructuring

During the three months ended AprilJuly 3, 2016, Teradyne recorded $0.4$1.3 million of severance charges related to headcount reductions of 1262 people, of which 47 people were in Wireless Test and 15 people were in Semiconductor Test.

During the six months ended July 3, 2016, Teradyne recorded $1.7 million of severance charges related to headcount reductions of 74 people, of which 47 people were in Wireless Test and 27 people were in Semiconductor Test.

During the three and six months ended July 5, 2015, Teradyne recorded $0.3 million of severance charges related to headcount reductions of 4 people, primarily in Semiconductor Test.

O. Retirement Plans

ASC 715, “Compensation—Retirement Benefits” requires an employer with defined benefit plans or other postretirement benefit plans to recognize an asset or a liability on its balance sheet for the overfunded or underfunded status of the plans. The pension asset or liability represents a difference between the fair value of the pension plan’s assets and the projected benefit obligation.

Defined Benefit Pension Plans

Teradyne has defined benefit pension plans covering a portion of domestic employees and employees of certain non-U.S. subsidiaries. Benefits under these plans are based on employees’ years of service and compensation. Teradyne’s funding policy is to make contributions to these plans in accordance with local laws and to the extent that such contributions are tax deductible. The assets of these plans consist primarily of fixed income and equity securities. In addition, Teradyne has an unfunded supplemental executive defined benefit plan in the United States to provide retirement benefits in excess of levels allowed by the Employment Retirement Income Security Act (“ERISA”) and the Internal Revenue Code (“IRC”), as well as unfunded foreign plans.

In the threesix months ended AprilJuly 3, 2016, Teradyne contributed $0.7$1.3 million to the U.S. supplemental executive defined benefit pension plan and $0.6$0.7 million to certain qualified plans for non-U.S. subsidiaries.

For the three and six months ended AprilJuly 3, 2016 and AprilJuly 5, 2015, Teradyne’s net periodic pension (income) cost was comprised of the following:

 

  For the Three Months Ended   For the Three Months Ended 
  April 3, 2016   April 5, 2015   July 3, 2016   July 5, 2015 
  United
States
   Foreign   United
States
   Foreign   United
States
   Foreign   United
States
   Foreign 
  (in thousands)   (in thousands) 

Service cost

  $576    $207    $616    $247    $575    $199    $615    $263  

Interest cost

   3,414     206     3,282     358     3,401     199     3,289     385  

Expected return on plan assets

   (3,443   (5   (3,624   (195   (3,472   (5   (3,634   (215

Amortization of prior service cost

   24     —       33     —       24     —       34     —    

Net actuarial gain

   (1,193   —       —       —    

Actuarial gain

   (654   —       (3   —    
  

 

   

 

   

 

   

 

 

Total net periodic pension (income) cost

  $(126  $393    $301    $433  
  

 

   

 

   

 

   

 

 
  For the Six Months Ended 
  July 3, 2016   July 5, 2015 
  United
States
   Foreign   United
States
   Foreign 
  (in thousands) 

Service cost

  $1,151    $406    $1,231    $510  

Interest cost

   6,815     405     6,571     744  

Expected return on plan assets

   (6,915   (11   (7,259   (410

Amortization of prior service cost

   48     —       67     —    

Actuarial gain

   (1,848   —       (3   —    

Settlement

   —       (239   —       —       —       (238   —       —    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total net periodic pension (income) cost

  $(622  $169    $307    $410    $(749  $562    $607    $844  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Postretirement Benefit Plan

In addition to receiving pension benefits, U.S. Teradyne employees who meet early retirement eligibility requirements as of their termination dates may participate in Teradyne’s Welfare Plan, which includes medical and dental benefits up to age 65. Death benefits provide a fixed sum to retirees’ survivors and are available to all retirees. Substantially all of Teradyne’s current U.S. employees could become eligible for these benefits, and the existing benefit obligation relates primarily to those employees.

For the three months and six months ended AprilJuly 3, 2016 and AprilJuly 5, 2015, Teradyne’s net periodic postretirement benefit income was comprised of the following:

 

  For the Three Months
Ended
   For the Three
Months Ended
   For the Six
Months Ended
 
  April 3,
2016
   April 5,
2015
   July 3,
2016
   July 5,
2015
   July 3,
2016
   July 5,
2015
 
  (in thousands)   (in thousands) 

Service cost

  $10    $12    $9    $12    $19    $24  

Interest cost

   56     59     53     59     109     118  

Amortization of prior service benefit

   (150   (149

Amortization of prior service income

   (154   (150   (304   (299

Actuarial gain

   (15   (19   (15   (19
  

 

   

 

   

 

   

 

   

 

   

 

 

Total net periodic post-retirement benefit

  $(84  $(78  $(107  $(98  $(191  $(176
  

 

   

 

   

 

   

 

   

 

   

 

 

P. Commitments and Contingencies

Purchase Commitments

As of AprilJuly 3, 2016, Teradyne had entered into purchase commitments for certain components and materials. The purchase commitments covered by the agreements aggregate to approximately $235.3$201.1 million, of which $233.7$200.0 million is for less than one year.

Legal Claims

Teradyne is subject to various legal proceedings and claims which have arisen in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on Teradyne’s results of operations, financial condition or cash flows.

Q. Income Taxes

The effective tax rate for the three months ended AprilJuly 3, 2016 and AprilJuly 5, 2015 was 12.6%3.2% and 22.7%22.1%, respectively. The effective tax rate for the six months ended July 3, 2016 and July 5, 2015 was 0.0% and 22.3%, respectively.

The effective tax rates for these periods werethe three and six months ended July 3, 2016 differed from the expected federal statutory rate of 35% as a result of a non-deductible goodwill impairment charge, which reduced the benefit of the U.S. loss before income taxes, and increases in uncertain tax positions for transfer pricing, offset by the effect of lower thanstatutory rates applicable to income earned outside the U.S., the benefit of U.S. research and development tax credits, and discrete tax benefits.

Discrete tax benefits recorded in the three and six months ended July 3, 2016 amounted to $4.4 million and $6.9 million respectively. The $4.4 million of discrete tax benefits recorded in the three months ended July 3, 2016 was composed of $2.6 million of tax reserve releases resulting from the settlement of a U.S. tax audit and $2.2 million from non-taxable foreign exchange gains net of $0.4 million of expense from other discrete tax items. The $6.9 million of discrete tax benefits recorded in the six months ended July 3, 2016 was composed of $3.4 million from non-taxable foreign exchange gains, $2.6 million of tax reserve releases resulting from the settlement of a U.S. tax audit, and $0.9 million related to marketable securities.

The effective tax rates for three and six months ended July 5, 2015 differed from the expected federal statutory rate of 35% primarily because of the favorable effect of statutory rates applicable to income earned outside the United States.U.S. The tax rate for the threesix months ended April 3, 2016July 5, 2015 was also reduced by the benefit from U.S. research and development tax credits, partially offsetincreased by additions to the uncertain tax positions for transfer pricing both of which are included in the projected annual effective tax rate. Discreterate, partially offset by $1.7 million of discrete tax benefits recorded in the quarter amounted to $2.5composed of $0.7 million of which $1.2 million resulted from non-taxable foreign exchange gains, $0.9 million related to marketable securities and $0.4 million from other discrete tax benefits.

The tax rate for the three months ended April 5, 2015 was reduced by a $1.2 million discrete tax benefit related to non-taxable foreign exchange gains and a $0.5 million discrete tax benefit related to disqualifying dispositions of incentive stock options and employee stock purchase plan shares.shares and $1.0 million from other discrete tax benefits.

On a quarterly basis, Teradyne evaluates the realizability of the deferred tax assets by jurisdiction and assesses the need for a valuation allowance. As of AprilJuly 3, 2016, Teradyne believes that it will ultimately realize the deferred tax assets recorded on the condensed consolidated balance sheet. However, should Teradyne believe that it is more likely than notmore-likely-than-not that the deferred tax assets would not be realized, the tax provision would increase in the period in which Teradyne determined that the realizability was not likely. Teradyne considers the probability of future taxable income and historical profitability, among other factors, in assessing the realizability of the deferred tax assets.

As of AprilJuly 3, 2016 and December 31, 2015, Teradyne had $35.2$32.8 million and $33.7 million, respectively, of reserves for uncertain tax positions. The $1.5$0.9 million net increasedecrease in reserves for uncertain tax positions relates primarilyis composed of tax reserve releases resulting from the settlement of a U.S. tax audit, partially offset by additions related to transfer pricing exposure.exposures.

As of AprilJuly 3, 2016, Teradyne estimates that it is reasonably possible that the balance of unrecognized tax benefits may decrease approximately $9.1$3.6 million in the next twelve months, as a result of a lapse of statutes of limitation and the settlement of a tax audit.limitation. The estimated decrease is composed primarily of reserves relating to federal tax credits and transfer pricing.

Teradyne recognizes interest and penalties related to income tax matters in income tax expense. As of AprilJuly 3, 2016 and December 31, 2015, $0.8 million and $0.5 million, respectively, of interest and penalties were included in the reserve for uncertain tax positions. For the threesix months ended AprilJuly 3, 2016, an expense of $0.3 million was recorded for interest and penalties related to income tax items. For the threesix months ended AprilJuly 5, 2015, an expense of $0.1 million was recorded for interest and penalties related to income tax items were not material.items.

Teradyne qualifies for a tax holiday in Singapore by fulfilling the requirements of an agreement with the Singapore Economic Development Board under which certain headcount and spending requirements must be met. The tax savings due to the tax holiday for the threesix months ended AprilJuly 3, 2016 was $2.6$30.7 million, or $0.01$0.15 per diluted share. The tax savings due to the tax holiday for the threesix months ended AprilJuly 5, 2015 was $1.1$6.2 million, and the impact of the tax holiday on earningsor $0.03 per share was not material.diluted share. The tax holiday is scheduled to expire on December 31, 2020.

R. Segment Information

Teradyne has four operating segments (Semiconductor Test, System Test, Wireless Test, and Industrial Automation), which are its reportable segments. The Semiconductor Test segment includes operations related to the design, manufacturing and marketing of semiconductor test products and services. The System Test segment includes operations related to the design, manufacturing and marketing of products and services for defense/aerospace instrumentation test, storage test and circuit-board test. The Wireless Test segment includes operations related to the design, manufacturing and marketing of wireless test products and services. The Industrial Automation segment includes operations related to the design, manufacturing and marketing of collaborative robots. Each operating segment has a segment manager who is directly accountable to and maintains regular contact with Teradyne’s chief operating decision maker (Teradyne’s chief executive officer) to discuss operating activities, financial results, forecasts, and plans for the segment.

Teradyne evaluates performance based on several factors, of which the primary financial measure is business segment income before income taxes. The accounting policies of the business segments in effect are described in Note B: “Accounting Policies” in Teradyne’s Annual Report on Form 10-K for the year ended December 31, 2015.

Segment information for the three months and six months ended AprilJuly 3, 2016 and AprilJuly 5, 2015 is as follows:

 

 Semiconductor
Test
 System
Test
 Wireless
Test
 Industrial
Automation
 Corporate
and
Eliminations
 Consolidated  Semiconductor
Test
 System
Test
 Wireless
Test
 Industrial
Automation
 Corporate
and
Eliminations
 Consolidated 
 (in thousands)  (in thousands) 

Three months ended April 3, 2016:

      

Three months ended July 3, 2016:

      

Revenues

 $340,264   $53,670   $20,314   $16,746   $—     $430,994   $435,323   $48,940   $22,427   $25,102   $—     $531,792  

Income (loss) before income taxes (1)(2)

 73,254   9,492   (20,140 (7,168 1,754   57,192   121,163   8,992   (356,505 (4,501 34   (230,817

Total assets (3)

 664,555   90,695   408,466   350,589   1,034,669   2,548,974   731,394   91,374   61,618   346,290   1,177,182   2,407,858  

Three months ended April 5, 2015:

      

Three months ended July 5, 2015:

      

Revenues

 $270,917   $37,436   $34,048   $—     $—     $342,401   $400,315   $45,822   $62,879   $3,723   $—     $512,739  

Income (loss) before income taxes (1)(2)

 43,125   1,005   (10,441  —     8,749   42,438   129,546   (4,333 6,841   (1,700 1,782   132,136  

Total assets (3)

 596,477   94,133   465,465    —     1,356,107   2,512,182   649,087   95,544   485,857   358,276   1,104,043   2,692,807  

Six months ended July 3, 2016:

      

Revenues

 $775,588   $102,610   $42,741   $41,848   $—     $962,787  

Income (loss) before income taxes (1)(2)

 194,417   18,484   (376,645 (11,669 1,788   (173,625

Total assets (3)

 731,394   91,374   61,618   346,290   1,177,182   2,407,858  

Six months ended July 5, 2015:

      

Revenues

 $671,232   $83,258   $96,927   $3,723   $—     $855,140  

Income (loss) before income taxes (1)(2)

 172,671   (3,328 (3,600 (1,700 10,531   174,574  

Total assets (3)

 649,087   95,544   485,857   358,276   1,104,043   2,692,807  

 

(1)Interest income, interest expense, and other (income) expense, net are included in Corporate and Eliminations.
(2)Included in the income (loss) before income taxes for each of the segments are charges related to inventory and other.
(3)Total business assets are directly attributable to each business. Corporate assets consist of cash and cash equivalents, marketable securities and certain other assets.

Included in the Semiconductor Test segment are charges in the following line items in the statements of operations:

 

  For the Three Months
Ended
   For the Three Months
Ended
   For the Six Months
Ended
 
  April 3,
2016
   April 5,
2015
   July 3,
2016
   July 5,
2015
   July 3,
2016
   July 5,
2015
 
  (in thousands)   (in thousands) 

Cost of revenues—inventory charge

  $3,685    $531    $2,234    $6,409    $5,919    $6,940  

Restructuring and other

   414     —       337     305     751     305  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $4,099    $531    $2,571    $6,714    $6,670    $7,245  
  

 

   

 

   

 

   

 

   

 

   

 

 

Included in the System Test segment are charges in the following line items in the statements of operations:

   For the Three Months
Ended
   For the Six Months
Ended
 
   July 3,
2016
   July 5,
2015
   July 3,
2016
   July 5,
2015
 
   (in thousands) 

Cost of revenues—inventory charge

  $237    $7,702    $320    $7,765  

Included in the Wireless Test segment are charges in the following line items in the statements of operations:

 

  For the Three Months
Ended
   For the Three Months
Ended
   For the Six Months
Ended
 
  April 3,
2016
   April 5,
2015
   July 3,
2016
   July 5,
2015
   July 3,
2016
   July 5,
2015
 
  (in thousands)   (in thousands) 

Goodwill impairment

  $254,946    $—      $254,946    $—    

Acquired intangible assets impairment

   83,339     —       83,339     —    

Cost of revenues—inventory charge

  $605    $846     5,271     330     5,876     1,176  

Restructuring and other

   967     —       967     —    
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $605    $846    $344,523    $330    $345,128    $1,176  
  

 

   

 

   

 

   

 

   

 

   

 

 

Included in the Industrial Automation segment are charges in the following line item in the statements of operations:

   For the Three Months
Ended
   For the Six Months
Ended
 
   July 3,
2016
   July 5,
2015
   July 3,
2016
   July 5,
2015
 
   (in thousands) 

Cost of revenues—inventory step-up (1)

  $—      $595    $—      $595  

(1)Included in the cost of revenues for the three and six months ended July 5, 2015 is the cost for purchase accounting inventory step-up.

Included in Corporate and Eliminations are charges and credits in the following line items in the statements of operations:

 

  For the Three Months
Ended
   For the Three Months
Ended
 For the Six Months
Ended
 
  April 3,
2016
   April 5,
2015
   July 3,
2016
 July 5,
2015
 July 3,
2016
 July 5,
2015
 
  (in thousands)   (in thousands) 

Restructuring and other—Impairment of fixed assets and expenses related to the Japan earthquake

  $5,051   $—     $5,051   $—    

Restructuring and other—Property insurance recovery and proceeds

   (5,051  —     (5,051  —    

Restructuring and other—Universal Robots contingent consideration adjustment

  $1,173    $—       755    —     1,928    —    

Restructuring and other—AIT contingent consideration adjustment

   550    —     550    —    

Restructuring and other—ZTEC contingent consideration adjustment

   —     (1,600  —     (1,600

Other (income) expense, net—gain from the sale of an equity investment

   —       (4,782   —     (624  —     (5,406

Restructuring and other—Universal Robots acquisition costs

   —     960    —     960  
  

 

   

 

   

 

  

 

  

 

  

 

 

Total

  $1,173    $(4,782  $1,305   $(1,264 $2,478   $(6,046
  

 

   

 

   

 

  

 

  

 

  

 

 

S. Shareholders’ Equity

Stock Repurchase Program

In January 2015, the Board of Directors authorized Teradyne to repurchase up to $500 million of common stock, of which $300 million was repurchased in 2015. In 2016, Teradyne intends to repurchase between $100 million and $200 million of common stock. During the threesix months ended AprilJuly 3, 2016, Teradyne

repurchased 1.52.9 million shares of common stock at an average price per share of $18.81,$19.29, for a total cost of $28.0$56.8 million. The cumulativeCumulative repurchases as of AprilJuly 3, 2016 totaled 17.118.6 million shares of common stock for a total purchase price of $328$356.7 million at an average price per share of $19.17.$19.22. The total price includes commissions and is recorded as a reduction to retained earnings.

Dividend

Holders of Teradyne’s common stock are entitled to receive dividends when they are declared by Teradyne’s Board of Directors.

In January 2016 and May 2016, Teradyne’s Board of Directors declared a quarterly cash dividend of $0.06 per share that was paid on March 21, 2016 to shareholders of record as of February 26, 2016.share. Dividend payments for the three and six months ended AprilJuly 3, 2016 were $12.3 million.$12.2 million and $24.4 million, respectively.

In January 2015 and May 2015, Teradyne’s Board of Directors declared a quarterly cash dividend of $0.06 per share that was paid on March 24, 2015 to shareholders of record as of February 27, 2015.share. Dividend payments for the three and six months ended AprilJuly 5, 2015 were $13.0 million.$12.8 million and $25.9 million, respectively.

While Teradyne declared a quarterly cash dividend and authorized a share repurchase program, it may reduce or eliminate the cash dividend or share repurchase program in the future. Future cash dividends and stock repurchases are subject to the discretion of Teradyne’s Board of Directors which will consider, among other things, Teradyne’s earnings, capital requirements and financial condition.

T. Subsequent Events

On April 16, 2016, an earthquake in Kumamoto, Japan damaged Teradyne’s facility. The facility, which is used for engineering, production, and support operations, sustained heavy damage. Teradyne is still in the process of assessing the total impact of the damage. The net book value of the inventory and fixed assets at the Kumamoto location is approximately $17 million. With respect to the location, Teradyne has $10 million of earthquake insurance with a deductible of approximately $2.5 million. Teradyne is temporarily transferring some operations to other facilities in Japan and elsewhere while Teradyne’s Kumamoto operations are restored.

Item 2:Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements in this Quarterly Report on Form 10-Q which are not historical facts, so called “forward-looking statements,” are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those detailed in our filings with the Securities and Exchange Commission. See also Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements, except as may be required by law.

Overview

We are a leading global supplier of automation equipment for test and industrial applications. We design, develop, manufacture and sell automatic test systems used to test semiconductors, wireless products, data storage and complex electronics systems in the consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our industrial automation products include collaborative robots used by global manufacturing and light industrial customers to improve quality, increase manufacturing efficiency and decrease manufacturing costs. Our automatic test equipment and industrial automation products and services include:

 

semiconductor test (“Semiconductor Test”) systems;

 

defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, storage test (“Storage Test”) systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”);

 

wireless test (“Wireless Test”) systems; and

 

industrial automation (“Industrial Automation”) products.

We have a broad customer base which includes integrated device manufacturers (“IDMs”), outsourced semiconductor assembly and test providers (“OSATs”), wafer foundries, fabless companies that design, but contract with others for the manufacture of integrated circuits (“ICs”), developers of wireless devices and consumer electronics, manufacturers of circuit boards, automotive suppliers, wireless product manufacturers, storage device manufacturers, aerospace and military contractors, and distributors that sell collaborative robots.

On June 11, 2015, we acquired Universal Robots A/S (“Universal Robots”) for approximately $284 million of cash plus up to an additional $65 million of cash if certain performance targets are met extending through 2018. Universal Robots is the leading supplier of collaborative robots which are low-cost, easy-to-deploy and simple-to-program robots that work side by side with production workers to improve quality and increase manufacturing efficiency. Universal Robots is a separate operating and reportable segment, Industrial Automation. The acquisition of Universal Robots provides a growth engine to our business and complements our existing System Test and Wireless Test segments.

We believe our recent acquisitions have enhanced our opportunities for growth. We intend to continue to invest in our business, grow market share in our markets and expand further our addressable markets while tightly managing our costs.

The sales of our products and services are dependent, to a large degree, on customers who are subject to cyclical trends in the demand for their products. These cyclical periods have had, and will continue to have, a significant effect on our business because our customers often delay or accelerate purchases in reaction to changes in their businesses and to demand fluctuations in the semiconductor and electronics industries. Historically, these demand fluctuations have resulted in significant variations in our results of operations. The

sharp swings in the semiconductor and electronics industries have generally affected the semiconductor and electronics test equipment and services industries more significantly than the overall capital equipment sector.

In recent years, this cyclical demand has become an even/odd year trend where demand has increased in even years and decreased in odd years due principally to demand swings in the mobility market of our Semiconductor Test business. In 2015, the even/odd year trend continued, but had less of an impact on our annual revenue due to the sale in 2015 of testers that were previously leased to customers in 2014. We expect the

even/odd year demand trend in the mobility market to most likely lessen in the future due to slower smart phone unit growth, along with rising device complexity and the reduced impact of parallel test in our Semiconductor Test business.

On April 16, 2016, an earthquake in Kumamoto, Japan damaged our facility.main facility at that location. The facility, which iswas used for engineering, production, and support operations, sustained heavy damage. We are still in the process of assessing the total impact of the damage. The net book value of the inventory and fixed assets at the Kumamoto location is approximately $17 million. With respect to the location, we have $10 million of earthquake insurance with a deductible of approximately $2.5 million. To date, we received $5.1 million of the property insurance proceeds. The Kumamoto building was damaged beyond repair. As a result, we impaired the building and recorded a charge of $4.2 million and a charge of $0.9 million for other earthquake related expenses. We arehave temporarily transferringtransferred some operations to other facilities in Japan and elsewhere while our Kumamoto operations are restored.

In the second quarter of 2016, the Wireless Test reporting unit (which is our Wireless Test operating and reportable segment) reduced headcount by 11% as a result of a sharp decline in projected demand attributable to an estimated smaller future wireless test market. The decrease in projected demand was due to lower forecasted buying from our largest Wireless Test segment customer (who has contributed between 51% and 73% of annual Wireless Test sales since the LitePoint acquisition in 2011) as a result of the customer’s numerous operational efficiencies; slower smartphone growth rates; and a slowdown of new wireless technology adoption. We considered the headcount reduction and sharp decline in projected demand to be a triggering event for an interim goodwill impairment test. Following the interim goodwill impairment test, we recorded a goodwill impairment charge of $255 million, with approximately $8.0 million of goodwill remaining, and $83 million for the impairment of acquired intangible assets with approximately $5.8 million of intangible assets remaining.

Critical Accounting Policies and Estimates

We have identified the policies which are critical to understanding our business and our results of operations. Except for below, thereThere have been no significant changes during the three and six months ended AprilJuly 3, 2016 to the items disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Goodwill, Intangible and Long-Lived Assets

We performed our last goodwill impairment test during the fourth quarter of 2015. We performed step one of the two step impairment test for our Wireless Test and Defense/Aerospace reporting units and the step zero assessment for our Industrial Automation reporting unit. The step one tests resulted in each of the reporting unit’s fair value exceeding its carrying value by at least 20%.

We estimate the fair value of a reporting unit using the results derived from an income approach, a discounted cash flow analysis, and a market approach using the market comparable method which is based on revenue and earnings multiples from comparable companies. Estimating a reporting unit’s fair value requires significant judgment and assumptions including projected future cash flows, revenue, market size, market growth, Teradyne’s market share, market multiples, discount rates and consideration of market valuations of comparable companies. These judgments and assumptions reflect our best estimates, but these items involve inherent uncertainties based on market and customer conditions.

The fair value estimate for our Wireless Test reporting unit involves forecasting the size of the wireless test market in future years and our market share which are significant judgments and assumptions due to our significant customer concentration in our Wireless Test segment. Forecasting the size of the wireless test market in future years and our market share includes estimating end product shipment volumes, new wireless technology introductions and customer buying patterns. As of April 3, 2016 and December 31, 2015, our Wireless Test segment had $262.9 million of goodwill.

In the fourth quarter of 2014, we recorded a goodwill impairment charge of $98.9 million in our Wireless Test segment as a result of decreased demand attributable to an estimated smaller wireless test market due to reuse of wireless test equipment, price competition and different testing techniques.

Further reductions in the size of the wireless test market or our share of the wireless test market may occur which may result in additional goodwill impairment charges.

SELECTED RELATIONSHIPS WITHIN THE CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

 

  For the Three Months
Ended
   For the Three Months
Ended
 For the Six Months
Ended
 
  April 3,
2016
 April 5,
2015
   July 3,
2016
 July 5,
2015
 July 3,
2016
 July 5,
2015
 

Percentage of revenues:

        

Revenues:

        

Products

   83 80   86 85 85 83

Services

   17   20     14   15   15   17  
  

 

  

 

   

 

  

 

  

 

  

 

 

Total revenues

   100   100     100   100   100   100  

Cost of revenues:

        

Cost of products

   39   35     41   35   40   35  

Cost of services

   8   9     6   6   7   7  
  

 

  

 

   

 

  

 

  

 

  

 

 

Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)

   47   44     47   42   47   43  
  

 

  

 

   

 

  

 

  

 

  

 

 

Gross profit

   53   56     53   58   53   57  

Operating expenses:

        

Engineering and development

   17   21     14   15   16   17  

Selling and administrative

   18   21     15   15   17   17  

Acquired intangible assets amortization

   5   4     3   3   4   3  

Acquired intangible assets impairment

   16    —     9    —    

Goodwill impairment

   48    —     26    —    

Restructuring and other

   —      —       —      —      —      —    
  

 

  

 

   

 

  

 

  

 

  

 

 

Total operating expenses

   40   46     97   33   72   38  
  

 

  

 

   

 

  

 

  

 

  

 

 

Income from operations

   13   10  

(Loss) income from operations

   (44 26   (18 19  

Non-operating (income) expenses

        

Interest income

   —     (1   —      —      —      —    

Interest expense

   —      —       —      —      —      —    

Other (income) expense, net

   —     (2   —      —      —     (1
  

 

  

 

   

 

  

 

  

 

  

 

 

Income before income taxes

   13   12  

Income tax provision

   2   3  

(Loss) income before income taxes

   (43 26   (18 20  

Income tax (benefit) provision

   (1 6    —     5  
  

 

  

 

   

 

  

 

  

 

  

 

 

Net income

   12 10

Net (loss) income

   (42)%  20 (18)%  16
  

 

  

 

   

 

  

 

  

 

  

 

 

Results of Operations

FirstSecond Quarter 2016 Compared to FirstSecond Quarter 2015

Book to Bill Ratio

Book to bill ratio is calculated as net bookings divided by net sales. Book to bill ratio by reportable segment was as follows:

 

  For the Three Months
Ended
   For the Three Months
Ended
 
  April 3,
2016
   April 5,
2015
   July 3,
2016
   July 5,
2015
 

Semiconductor Test

   0.9     1.5     0.9     1.0  

System Test

   0.9     1.8     0.6     1.0  

Wireless Test

   1.0     0.8     1.0     1.3  

Industrial Automation

   1.1     —       1.0     1.4  

Total Company

   0.9     1.4     0.9     1.0  

Revenues

Revenues by our four reportable segments were as follows:

 

  For the Three Months
Ended
   Dollar
Change
   For the Three Months
Ended
   Dollar
Change
 
  April 3,
2016
   April 5,
2015
     July 3,
2016
   July 5,
2015
   
  (in millions)   (in millions) 

Semiconductor Test

  $340.3    $270.9    $69.4    $435.3    $400.3    $35.0  

System Test

   53.7     37.4     16.3     49.0     45.8     3.2  

Industrial Automation

   25.1     3.7     21.4  

Wireless Test

   20.3     34.1     (13.8   22.4     62.9     (40.5

Industrial Automation

   16.7     —       16.7  
  

 

   

 

   

 

   

 

   

 

   

 

 
  $431.0    $342.4    $88.6    $531.8    $512.7    $19.1  
  

 

   

 

   

 

   

 

   

 

   

 

 

The increase in Semiconductor Test revenues of $69.4$35.0 million, or 25.6%8.7%, was primarily due to higher product volume in the application processor and image sensor markets.market. The increase in System Test revenue of $16.3$3.2 million, or 43.6%7.0%, was primarily due to higher sales in Storage Test of 3.5” hard disk drive testers for cloud storage. The decrease in Wireless Test revenue of $13.8$40.5 million, or 40.5%64.4%, was primarily driven by lower demand for connectivity and cellular test system sales due to lower sales tosystems primarily from our largest Wireless Test segment customer. As a result of significant customer concentration in our Wireless Test segment, quarterly revenue in that segment is subject to significant fluctuations based on our largest customer’s test capacity plans.order levels. The acquisition of Universal Robots, which is our Industrial Automation segment, completed in June 2015, added $16.7$25.1 million of revenue in the three months ended AprilJuly 3, 2016.

Revenues by country as a percentage of total revenues were as follows (1):

 

  For the Three Months
Ended
   For the Three Months
Ended
 
  April 3,
2016
 April 5,
2015
   July 3,
2016
 July 5,
2015
 

Taiwan

   42 30   48 26

United States

   12   14     11   12  

China

   8   18  

Korea

   6   5  

Malaysia

   6   5  

Europe

   5   6  

Singapore

   5   8  

Japan

   11   7     4   8  

China

   9   13  

Europe

   7   6  

Korea

   6   13  

Singapore

   4   5  

Philippines

   4   7  

Thailand

   3   2     1   4  

Malaysia

   3   5  

Philippines

   2   3  

Rest of World

   1   2     2   1  
  

 

  

 

   

 

  

 

 
   100 100   100 100
  

 

  

 

   

 

  

 

 

(1)Revenues attributable to a country are based on location of customer site.

Gross Profit

Our gross profit was as follows:

   For the Three Months
Ended
  Dollar/Point
Change
 
   July 3,
2016
   July 5,
2015
  
   (in millions) 

Gross Profit

  $282.9    $298.6   $(15.7

Percent of Total Revenues

   53.2   58.2  (5.0

Gross profit as a percent of revenue decreased by 5.0 points, as a result of a 6.9 point decrease related to product mix and sales of previously leased testers in Semiconductor Test in 2015, partially offset by a 1.7 point increase due to lower excess and obsolete inventory provisions in Storage Test and Semiconductor Test.

We assess the carrying value of our inventory on a quarterly basis by estimating future demand and comparing that demand against on-hand and on-order inventory positions. Forecasted revenue information is obtained from the sales and marketing groups and incorporates factors such as backlog and future revenue demand. This quarterly process identifies obsolete and excess inventory. Obsolete inventory, which represents items for which there is no demand, is fully reserved. Excess inventory, which represents inventory items that are not expected to be consumed during the next twelve quarters for our Semiconductor Test, System Test and Industrial Automation segments and the next four quarters for our Wireless Test segment, is written-down to estimated net realizable value.

During the three months ended July 3, 2016, we recorded an inventory provision of $7.7 million included in cost of revenues primarily due to downward revisions to previously forecasted demand levels. Of the $7.7 million of total excess and obsolete provisions, $5.3 million was related to Wireless Test, $2.2 million was related to Semiconductor Test, and $0.2 million was related to System Test.

During the three months ended July 5, 2015, we recorded an inventory provision of $14.4 million included in cost of revenues primarily due to $7.7 million related to a downward revision to previously forecasted demand levels for our 2.5” hard disk drive testers in Storage Test and $6.0 million related to product transition in Semiconductor Test. Of the $14.4 million of total excess and obsolete provisions, $7.7 million was related to System Test, $6.4 million was related to Semiconductor Test, and $0.3 million was related to Wireless Test.

During the three months ended July 3, 2016 and July 5, 2015, we scrapped $1.5 million and $0.8 million of inventory, respectively. During the three months ended July 3, 2016 and July 5, 2015, we sold $5.1 million and $2.6 million of previously written-down or written-off inventory, respectively. As of July 3, 2016, we had inventory related reserves for inventory which had been written-down or written-off totaling $125.1 million. We have no pre-determined timeline to scrap the remaining inventory.

Engineering and Development

Engineering and development expenses were as follows:

   For the Three Months
Ended
  Dollar
Change
 
   July 3,
2016
   July 5,
2015
  
   (in millions) 

Engineering and Development

  $76.1    $75.8   $0.3  

Percent of Total Revenues

   14.3   14.8 

The increase of $0.3 million in engineering and development expenses was primarily from the acquisition of Universal Robots completed in June 2015, partially offset by lower variable compensation.

Selling and Administrative

Selling and administrative expenses were as follows:

   For the Three Months
Ended
  Dollar
Change
 
   July 3,
2016
   July 5,
2015
  
   (in millions) 

Selling and Administrative

  $81.4    $77.1   $4.3  

Percent of Total Revenues

   15.3   15.0 

The increase of $4.3 million in selling and administrative expenses was due primarily to additional costs as a result of the acquisition of Universal Robots in June 2015, partially offset by lower variable compensation.

Acquired Intangible Assets Amortization

Acquired intangible assets amortization expense was as follows:

   For the Three Months
Ended
  Dollar
Change
 
   July 3,
2016
   July 5,
2015
  
   (in millions) 

Acquired Intangible Assets Amortization

  $16.2    $15.3   $0.9  

Percent of Total Revenues

   3.1   3.0 

Acquired intangible assets amortization expense increased due to the Universal Robots acquisition in June 2015, partially offset by lower amortization expense in the Wireless Test segment due to the impairment of intangible assets.

Goodwill Impairment

We assess goodwill for impairment at least annually, in the fourth quarter, as of December 31, or on an interim basis between annual tests when events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. In the second quarter of 2016, the Wireless Test reporting unit (which is our Wireless Test operating and reportable segment) reduced headcount by 11% as a result of a sharp decline in projected demand attributable to an estimated smaller future wireless test market. The decrease in projected demand was due to lower forecasted buying from our largest Wireless Test segment customer (who has contributed between 51% and 73% of annual Wireless Test sales since the LitePoint acquisition in 2011) as a result of the customer’s numerous operational efficiencies; slower smartphone growth rates; and a slowdown of new wireless technology adoption. We considered the headcount reduction and sharp decline in projected demand to be a triggering event for an interim goodwill impairment test. Following the interim goodwill impairment test, we recorded a goodwill impairment charge of $255 million.

Acquired Intangible Assets Impairment

We review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. As a result of the Wireless Test segment goodwill impairment review in the second quarter of 2016, we performed an impairment test of the Wireless Test segment’s intangible and long-lived assets based on a comparison of the estimated undiscounted cash flows to the carrying value of the assets. If undiscounted cash flows for the asset are less than the carrying amount, the asset is written down to its estimated fair value based on a discounted cash flow analysis. The cash flow estimates used to determine the impairment contain management’s best estimates using appropriate assumptions and projections at that time. As a result of the analysis, we recorded an $83.3 million impairment charge in the second quarter of 2016 in acquired intangible assets impairment on the statement of operations.

Restructuring and Other

Other

During the three months ended July 3, 2016, we recorded $4.2 million for an impairment of fixed assets and $0.9 million of expenses related to an earthquake in Kumamoto, Japan and $1.3 million for the increase in the fair value of contingent consideration liability, of which $0.8 million was related to Universal Robots and $0.6 million was related to AIT, partially offset by $5.1 million of property insurance proceeds related to the Japan earthquake.

During the three months ended July 5, 2015, we recorded a $1.6 million gain from the decrease in the fair value of the ZTEC contingent consideration, partially offset by $1.0 million of acquisition costs related to Universal Robots.

Restructuring

During the three months ended July 3, 2016, we recorded $1.3 million of severance charges related to headcount reductions of 62 people, of which 47 people were in Wireless Test and 15 people were in Semiconductor Test.

During the three months ended July 5, 2015, we recorded $0.3 million of severance charges related to headcount reductions of 4 people, primarily in Semiconductor Test.

Interest and Other

   For the Three Months
Ended
   Dollar
Change
 
   July 3,
2016
   July 5,
2015
   
   (in millions) 

Interest Income

  $(1.7  $(1.7  $0.0  

Interest Expense

   0.7     0.4     0.3  

Other (income) expense, net

   —       (0.1   0.1  

Interest expense increased by $0.3 million due primarily to realized losses on sales of marketable securities in 2016.

(Loss) Income Before Income Taxes

   For the Three Months
Ended
   Dollar
Change
 
   July 3,
2016
   July 5,
2015
   
   (in millions) 

Semiconductor Test

  $121.2    $129.5    $(8.3

System Test

   9.0     (4.3   13.3  

Wireless Test

   (356.5   6.8     (363.3

Industrial Automation

   (4.5   (1.7   (2.8

Corporate (1)

   —       1.8     (1.8
  

 

 

   

 

 

   

 

 

 
  $(230.8  $132.1    $(362.9
  

 

 

   

 

 

   

 

 

 

(1)Included in Corporate are: impairment of fixed assets and expenses related to the Japan earthquake, property insurance recovery and proceeds, pension actuarial gains, contingent consideration adjustment, gain from the sale of an equity investment, proceeds from life insurance, interest income and interest expense.

The decrease in income before income taxes in Semiconductor Test was primarily due to unfavorable product mix and sales partially offset by lower excess and obsolete inventory provisions. The increase in income before income taxes in System Test was primarily due to lower excess and obsolete inventory provisions and higher sales in Storage Test of 3.5” hard disk drive testers for cloud storage. The decrease in income before income taxes in Wireless Test was primarily due to goodwill and intangible asset impairment charges and lower revenue driven by lower connectivity and cellular test system sales. In June 2015, we completed the acquisition of Universal Robots, which is our Industrial Automation segment. The loss before income taxes in Industrial Automation in the three months ended July 3, 2016 was primarily due to amortization of intangible assets.

Income Taxes

The effective tax rate for the three months ended July 3, 2016 and July 5, 2015 was 3.2% and 22.1%, respectively. The decrease in the effective tax rate is primarily attributable to the effect of the non-deductible goodwill impairment charge which reduced the benefit of the loss before income taxes in the U.S. The rate for the three months ended July 3, 2016 includes the impact of a projected decrease in income subject to tax in the U.S. as compared to lower rate foreign jurisdictions. The rate for the three months ended July 3, 2016 also reflects a $2.6 million decrease in income tax expense from tax reserve releases resulting from the settlement of a U.S. tax audit and a $2.2 million decrease in income tax expense from non-taxable foreign exchange gains. The rate for the three months ended July 5, 2015 includes a $0.7 million increase in income tax expense from non-deductible foreign exchange losses.

Six Months of 2016 Compared to Six Months of 2015

Revenues

Revenues by our four reportable segments were as follows:

   For the Six Months
Ended
   Dollar
Change
 
   July 3,
2016
   July 5,
2015
   
   (in millions) 

Semiconductor Test

  $775.6    $671.2    $104.4  

System Test

   102.6     83.3     19.3  

Wireless Test

   42.8     96.9     (54.1

Industrial Automation

   41.8     3.7     38.1  
  

 

 

   

 

 

   

 

 

 
  $962.8    $855.1    $107.7  
  

 

 

   

 

 

   

 

 

 

The increase in Semiconductor Test revenues of $104.4 million, or 15.6%, was primarily due to higher product volume in the application processor market. The increase in System Test revenue of $19.3 million, or 23.2%, was primarily due to higher sales in Storage Test of 3.5” hard disk drive testers for cloud storage. The decrease in Wireless Test revenue of $54.1 million, or 55.8%, was driven by lower demand for connectivity and cellular test systems primarily from our largest Wireless Test segment customer. As a result of significant customer concentration in our Wireless Test segment, quarterly revenue in that segment is subject to significant fluctuations based on our largest customer’s order levels. The acquisition of Universal Robots, which is our Industrial Automation segment, completed in June 2015, added $41.8 million of revenue in the six months ended July 3, 2016.

Revenues by country as a percentage of total revenues were as follows (1):

   For the Six Months
Ended
 
   July 3,
2016
  July 5,
2015
 

Taiwan

   45  28

United States

   11    13  

China

   9    16  

Japan

   7    8  

Europe

   6    6  

Korea

   6    8  

Malaysia

   5    5  

Singapore

   4    7  

Philippines

   3    5  

Thailand

   2    3  

Rest of World

   2    1  
  

 

 

  

 

 

 
   100  100
  

 

 

  

 

 

 

 

(1)Revenues attributable to a country are based on location of customer site.

Gross Profit

Our gross profit was as follows:

 

   For the Three Months
Ended
  Dollar/Point
Change
 
   April 3,
2016
  April 5,
2015
  
   (in millions) 

Gross Profit

  $230.3   $192.4   $37.9  

Percent of Total Revenues

   53.4  56.2  (2.8

   For the Six Months
Ended
  Dollar/
Point

Change
 
   July 3,
2016
  July 5,
2015
  
   (in millions) 

Gross Profit

  $513.2   $491.0   $22.2  

Percent of Total Revenues

   53.3  57.4  (4.1

Gross profit as a percent of revenue decreased by 2.84.1 points, of which 3.7 pointsa 5.5 point decrease was related to unfavorable product mix and sales of previously leased testers in SOC Semiconductor Test in 2015, higher Storage Test sales and lower Wireless Test sales, partially offset by an increase of 1.6 points1.0 point due to higher product volume.

We assess the carrying value of our inventory on a quarterly basis by estimating future demand and comparing that demand against on-hand and on-order inventory positions. Forecasted revenue information is obtained from the sales and marketing groups and incorporates factors such as backlog and future revenue demand. This quarterly process identifies obsolete and excess inventory. Obsolete inventory, which represents items for which there is no demand, is fully reserved. Excess inventory, which represents inventory items that are not expected to be consumed during the next twelve quarters for our Semiconductor Test, System Test and Industrial Automation segments and the next four quarters for our Wireless Test segment, is written-down to estimated net realizable value.

During the threesix months ended AprilJuly 3, 2016, we recorded an inventory provision of $4.3$12.1 million included in cost of revenues primarily due to downward revisions to previously forecasted demand levels. Of the $4.3$12.1 million of total excess and obsolete provisions, $3.7$5.9 million was related to Semiconductor Test, $0.6$5.9 million was related to Wireless Test, and $0.1$0.3 million was related to System Test.

During the threesix months ended AprilJuly 5, 2015, we recorded an inventory provision of $1.4$15.9 million included in cost of revenues primarily due to $7.7 million related to a downward revisionsrevision to previously forecasted demand levels.levels for our 2.5” hard disk drive testers in Storage Test and $6.0 million related to product transition in Semiconductor Test. Of the $1.4$15.9 million of total excess and obsolete provisions, $0.8$7.8 million was related to WirelessSystem Test, $0.5$6.9 million was related to Semiconductor Test, and $0.1$1.2 million was related to SystemWireless Test.

During the threesix months ended AprilJuly 3, 2016 and AprilJuly 5, 2015, we scrapped $0.7$2.2 million and $0.6$1.4 million of inventory, respectively. During the threesix months ended AprilJuly 3, 2016 and AprilJuly 5, 2015, we sold $1.1$6.2 million and $1.9$4.5 million of previously written-down or written-off inventory, respectively. As of AprilJuly 3, 2016, we had inventory related reserves for inventory which had been written-down or written-off totaling $122.9$125.1 million. We have no pre-determined timeline to scrap the remaining inventory.

Engineering and Development

Engineering and development expenses were as follows:

 

  For the Three Months
Ended
 Dollar
Change
   For the Six Months
Ended
 Dollar
Change
 
  April 3,
2016
 April 5,
2015
   July 3,
2016
 July 5,
2015
 
  (in millions)   (in millions) 

Engineering and Development

  $73.5   $71.5   $2.0    $149.6   $147.3   $2.3  

Percent of Total Revenues

   17.0 20.9    15.5 17.2 

The increase of $2.0$2.3 million in engineering and development expenses was primarily from the acquisition of Universal Robots completed in June 2015.

Selling and Administrative

Selling and administrative expenses were as follows:

 

   For the Three Months
Ended
  Dollar
Change
 
   April 3,
2016
  April 5,
2015
  
   (in millions) 

Selling and Administrative

  $79.2   $72.0   $7.2  

Percent of Total Revenues

   18.4  21.0 

   For the Six Months
Ended
  Dollar
Change
 
   July 3,
2016
  July 5,
2015
  
   (in millions) 

Selling and Administrative

  $160.6   $149.1   $11.5  

Percent of Total Revenues

   16.7  17.4 

The increase of $7.2$11.5 million in selling and administrative expenses was due primarily to additional costs as a result of the acquisition of Universal Robots in June 2015.

Acquired Intangible Assets Amortization

Acquired intangible assets amortization expense was as follows:

 

  For the Three Months
Ended
 Dollar
Change
   For the Six Months
Ended
 Dollar
Change
 
  April 3,
2016
 April 5,
2015
   July 3,
2016
 July 5,
2015
 
  (in millions)   (in millions) 

Acquired Intangible Assets Amortization

  $20.0   $13.8   $6.2    $36.2   $29.1   $7.1  

Percent of Total Revenues

   4.6 4.0    3.8 3.4 

Acquired intangible assets amortization expense increased due to the Universal Robots acquisition in June 2015.2015, partially offset by lower amortization expense in the Wireless Test segment due to the impairment of intangible assets.

Goodwill Impairment

We assess goodwill for impairment at least annually, in the fourth quarter, as of December 31, or on an interim basis between annual tests when events or circumstances indicate that it is more-likely-than-not that the

fair value of a reporting unit is less than its carrying value. In the second quarter of 2016, the Wireless Test reporting unit (which is our Wireless Test operating and reportable segment) reduced headcount by 11% as a result of a sharp decline in projected demand attributable to an estimated smaller future wireless test market. The decrease in projected demand was due to lower forecasted buying from our largest Wireless Test segment customer (who has contributed between 51% and 73% of annual Wireless Test sales since the LitePoint acquisition in 2011) as a result of the customer’s numerous operational efficiencies; slower smartphone growth rates; and a slowdown of new wireless technology adoption. We considered the headcount reduction and sharp decline in projected demand to be a triggering event for an interim goodwill impairment test. Following the interim goodwill impairment test, we recorded a goodwill impairment charge of $255 million.

Acquired Intangible Assets Impairment

We review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. As a result of the Wireless Test segment goodwill impairment review in the second quarter of 2016, we performed an impairment test of the Wireless Test segment’s intangible and long-lived assets based on a comparison of the estimated undiscounted cash flows to the recorded value of the assets. If undiscounted cash flows for the asset are less than the carrying amount, the asset is written down to its estimated fair value based on a discounted cash flow analysis. The cash flow estimates used to determine the impairment contain management’s best estimates using appropriate assumptions and projections at that time. As a result of the analysis, we recorded an $83.3 million impairment charge in the second quarter of 2016 in acquired intangible assets impairment on the statement of operations.

Restructuring and Other

Other

During the threesix months ended AprilJuly 3, 2016, we recorded $4.2 million for an expenseimpairment of $1.2fixed assets and $0.9 million for expenses related to an earthquake in Kumamoto, Japan and $2.5 million for the increase in the fair value of thecontingent consideration liability, of which $1.9 million was related to Universal Robots and $0.6 million was related to AIT, partially offset by $5.1 million of property insurance proceeds related to the Japan earthquake.

During the six months ended July 5, 2015, we recorded a $1.6 million fair value adjustment to decrease the ZTEC acquisition contingent consideration, liability.partially offset by $1.0 million of acquisition costs related to Universal Robots.

Restructuring

During the threesix months ended AprilJuly 3, 2016, we recorded $0.4$1.7 million of severance charges related to headcount reductions of 1274 people, of which 47 people were in Wireless Test and 27 people were in Semiconductor Test.

During the six months ended July 5, 2015, we recorded $0.3 million of severance charges related to headcount reductions of 4 people, primarily in Semiconductor Test.

Interest and Other

 

  For the Three Months
Ended
   Dollar
Change
   For the Six Months
Ended
   Dollar
Change
 
  April 3,
2016
   April 5,
2015
     July 3,
2016
   July 5,
2015
   
  (in millions)   (in millions) 

Interest Income

  $(1.6  $(1.8  $0.2    $(3.3  $(3.5  $0.2  

Interest Expense

   0.7     0.2     0.5     1.4     0.6     0.8  

Other (income) expense, net

   (0.1   (5.7   5.6     (0.2   (5.8   5.6  

Interest income decreased by $0.2 million due primarily to lower cash and marketable securities balances in 2016. Interest expense increased by $0.5$0.8 million due primarily to costs related to the revolving credit facility and realized losses on sales of marketable securities in 2016. In 2015, other (income) expense, net included a $4.8 million gain from the sale of an equity investment.

Income (Loss) Before Income Taxes

 

  For the Three Months
Ended
   Dollar
Change
   For the Six Months
Ended
   Dollar
Change
 
  April 3,
2016
   April 5,
2015
     July 3,
2016
   July 5,
2015
   
  (in millions)   (in millions) 

Semiconductor Test

  $73.3    $43.1    $30.1    $194.4    $172.7    $21.7  

System Test

   9.5     1.0     8.5     18.5     (3.3   21.8  

Wireless Test

   (20.1   (10.4   (9.7   (376.6   (3.6   (373.0

Industrial Automation

   (7.2   —       (7.2   (11.7   (1.7   (10.0

Corporate(1)

   1.8     8.7     (6.9

Corporate (1)

   1.8     10.5     (8.7
  

 

   

 

   

 

   

 

   

 

   

 

 
  $57.2    $42.4    $14.8    $(173.6  $174.6    $(348.2
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)Included in Corporate areare: impairment of fixed assets and expenses related to the Japan earthquake, property insurance recovery and proceeds, pension actuarial gains, contingent consideration adjustment, gain from the sale of an equity investment, proceeds from life insurance, interest income and interest expense.

The increase in income before income taxes in Semiconductor Test was primarily due to higher revenues in the application processor and image sensor markets.market. The increase in income before income taxes in System Test was primarily due to higher sales in Storage Test of 3.5” hard disk drive testers for cloud storage.storage and lower excess and obsolete inventory provisions. The decrease in income before income taxes in Wireless Test was primarily due to goodwill and intangible assets impairment charges and lower revenue driven by lower connectivity and cellular test system sales. In June 2015, we completed the acquisition of Universal Robots, which is our Industrial Automation segment. The loss before income taxes in Industrial Automation in the threesix months ended AprilJuly 3, 2016 was primarily due to amortization of intangible assets amortization.assets.

Income Taxes

The effective tax rate for the threesix months ended AprilJuly 3, 2016 and AprilJuly 5, 2015 was 12.6%0.0% and 22.7%22.3%, respectively. The decrease in the effective tax rate is primarily attributable to the effect of the non-deductible goodwill impairment charge which reduced the benefit of the loss before income taxes in the U.S. The rate for the six months ended July 3, 2016 includes the impact of a projected decrease in income subject to tax in the United StatesU.S. as compared to lower rate foreign jurisdictions as well asjurisdictions. The rate for the benefitsix months ended July 3, 2016 also reflects a $3.4 million decrease in income tax expense from non-taxable foreign exchange gains and a $2.6 million decrease in income tax expense from tax reserve releases resulting from the settlement of a U.S. research and development tax credits.audit. The rate for the six months ended July 5, 2015 includes a $0.8 million decrease in income tax expense from non-taxable foreign exchange gains.

Contractual Obligations

The following table reflects our contractual obligations as of AprilJuly 3, 2016:

 

  Payments Due by Period   Payments Due by Period 
  Total   Less than
1 year
   1-3 years   3-5 years   More than
5 years
   Other   Total   Less than
1 year
   1-3 years   3-5 years   More
than

5 years
   Other 
  (in thousands)   (in thousands) 

Purchase obligations

  $235,305    $233,718    $1,587    $—      $—      $—      $201,094    $200,028    $1,066    $—      $—      $—    

Retirement plans contributions

   110,896     4,036     7,967     13,109     85,784     —       110,579     4,034     8,076     17,852     80,617     —    

Operating lease obligations

   70,963     15,374     24,768     16,826     13,995     —       72,290     16,142     26,776     16,882     12,490     —    

Fair value of contingent consideration

   23,609     500     23,109     —       —       —       24,914     1,050     23,864     —       —       —    

Other long-term liabilities reflected on the balance sheet under GAAP(1)

   78,521     —       25,468     —       —       53,053  

Other long-term liabilities reflected on the balance sheet under GAAP (1)

   76,448     —       26,927     —       —       49,521  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $519,294    $253,628    $82,899    $29,935    $99,779    $53,053    $485,325    $221,254    $86,709    $34,734    $93,107    $49,521  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)Included in Other Long-Term Liabilities are liabilities for customer advances, extended warranty, uncertain tax positions, deferred tax liabilities and other obligations. For certain long-term obligations, we are unable to provide a reasonably reliable estimate of the timing of future payments relating to these obligations and therefore we included these amounts in the column marked “Other.”

Liquidity and Capital Resources

Our cash, cash equivalents and marketable securities balances decreasedincreased by $32.9$97.5 million in the threesix months ended AprilJuly 3, 2016 to $975.4$1,106 million.

In the threesix months ended AprilJuly 3, 2016, changes in operating assets and liabilities used cash of $67.2$33.1 million. This was due to a $44.4$121.7 million increase in operating assets and a $22.8an $88.6 million decreaseincrease in operating liabilities.

The increase in operating assets was primarily due to a $42.6$138.2 million increase in accounts receivable due to higher sales.

sales and a $13.7 million increase in prepayments and other assets, partially offset by a $30.2 million decrease in inventories. The decreaseincrease in operating liabilities was due to a $51.1$106.1 million increase in customer advance payments and deferred revenue, an $11.6 million increase in accounts payable and a $7.2 million increase in other accrued liabilities, partially offset by a $33.9 million decrease in accrued employee compensation due primarily to variable compensation and employee stock compensation awards payroll tax payments a $13.8 million decrease in customer advance payments and deferred revenue, an $8.3 million decrease in accounts payable and $1.3$2.3 million of retirement plan contributions, partially offset by a $51.8 million increase in other accrued liabilities.contributions.

Investing activities during the threesix months ended AprilJuly 3, 2016 providedused cash of $70.7$16.0 million, due to $239.4$437.3 million used for purchases of marketable securities and $46.6 million used for purchases of property, plant and equipment, partially offset by $334.8 million and $73.5$128.0 million in proceeds from sales and maturities of marketable securities, respectively, partially offset by $221.8and proceeds from property insurance of $5.1 million used for purchases of marketable securities and $20.3 million used for purchases of property, plant and equipment.related to the Japan earthquake.

Financing activities during the threesix months ended AprilJuly 3, 2016 used cash of $42.8$75.0 million, due to $28.0$56.8 million used for the repurchase of 1.52.9 million shares of common stock at an average price of $18.81$19.29 per share, $12.3$24.4 million used for dividend payments and $11.7 million used for a payment related to the Universal Robots acquisition contingent consideration, partially offset by $9.1$17.9 million from the issuance of common stock under employee stock purchase and stock option plans.

In the threesix months ended AprilJuly 5, 2015, changes in operating assets and liabilities used cash of $31.1$24.6 million. This was due to a $15.6$104.9 million increase in operating assets and a $15.5an $80.3 million decreaseincrease in operating liabilities.

The increase in operating assets was due to a $24.7$142.5 million increase in accounts receivable due to higher sales, partially offset by a $6.0$23.5 million decrease in inventories and a $3.1$14.1 million increasedecrease in prepayments and other assets. The decreaseincrease in operating liabilities was due to a $45.2$40.6 million increase in other accrued liabilities, a $31.2 million increase in accounts payable due to higher sales, a $23.3 million increase in accrued income taxes, and a $5.7 million increase in customer advance payments and deferred revenue, partially offset by a $18.4 million decrease in accrued employee compensation due primarily to variable compensation and employee stock awardcompensation awards payroll tax payments, and $1.0$2.0 million of retirement plan contributions, partially offset by a $13.9 million increase in other accrued liabilities, a $11.1 million increase in accounts payable due to higher sales, a $4.7 million increase in accrued income taxes and a $1.0 million increase in customer advance payments and deferred revenue.contributions.

Investing activities during the threesix months ended AprilJuly 5, 2015 used cash of $62.0$49.4 million, due to $335.6$590.3 million used for purchases of marketable securities, $282.3 million used for the acquisition of Universal Robots, and $21.1$46.1 million used for purchases of property, plant and equipment, partially offset by proceeds from maturities and sales of marketable securities of $140.2$231.4 million and $148.6$631.4 million, respectively, proceeds from the sale of an equity investment of $4.8$5.4 million, and proceeds from life insurance of $1.1 million related to the cash surrender value from the cancellation of Teradyne owned life insurance policies. The decrease in purchases of property, plant and equipment of $10.1 million was primarily due to higher purchases of testers for customer leasing in the three months ended March 30, 2014.

Financing activities during the threesix months ended AprilJuly 5, 2015 used cash of $50.8$137.7 million, due to $128.3 million used for the repurchase of 2.46.5 million shares of common stock for $46.7 million at an average price of $19.40$19.74 per share, and $13.0$25.9 million used for dividend payments, and $2.3 million used for debt issuance costs related to our April 2015 revolving credit facility, partially offset by $8.9$17.9 million provided byfrom the issuance of common stock under employee stock purchase and stock option plans.plans and $0.9 million from the tax benefit related to employee stock compensation awards.

In January 2016 and May 2016, our Board of Directors declared a quarterly cash dividend of $0.06 per share. In the threesix months ended AprilJuly 3, 2016, dividend payments were $12.3$24.4 million.

In January 2015 and May 2015, our Board of Directors declared a quarterly cash dividend of $0.06 per share. In the six months ended July 5, 2015, dividend payments were $25.9 million.

In January 2015, our Board of Directors authorized the repurchase of up to $500 million of common stock of which $300 million was repurchased in 2015. In 2016, we intend to repurchase between $100 million and $200 million. During the threesix months ended AprilJuly 3, 2016, we repurchased 1.52.9 million shares of common stock at an average price of $18.81,$19.29, for a total cost of $28.0$56.8 million. The cumulative repurchases under this program as of AprilJuly 3, 2016 totaled 17.118.6 million shares of common stock for $328.0$356.7 million at an average price of $19.17$19.22 per share.

While we declared a quarterly cash dividend and authorized a share repurchase program, we may reduce or eliminate the cash dividend or share repurchase program in the future. Future cash dividends and stock repurchases are subject to the discretion of our Board of Directors which will consider, among other things, our earnings, capital requirements and financial condition.

We believe our cash, cash equivalents and marketable securities balance will be sufficient to pay our quarterly dividend, execute our authorized share repurchase program and meet our working capital and expenditure needs for at least the next twelve months. The amount of cash, cash equivalents and marketable securities in the U.S. and our operations in the U.S. provide sufficient liquidity to fund our business activities in the U.S. We have $514$668 million of cash, cash equivalents and marketable securities outside the U.S. that if repatriated would incur additional taxes. Determination of the additional taxes that would be incurred is not practicable due to uncertainty regarding the remittance structure, the mix of earnings and earnings and profit pools in the year of remittance, and overall complexity of the calculation. Inflation has not had a significant long-term impact on earnings.

Equity Compensation Plans

As discussed in Note N: “Stock Based Compensation” in our 2015 Form 10-K, we have a 1996 Employee Stock Purchase Plan and a 2006 Equity and Cash Compensation Incentive Plan (the “2006 Equity Plan”).

The purpose of the 1996 Employee Stock Purchase Plan is to encourage stock ownership by all eligible employees of Teradyne. The purpose of the 2006 Equity Plan is to provide equity ownership and compensation opportunities in Teradyne to our employees, officers, directors, consultants and/or advisors. Both plans were approved by our shareholders.

Recently Issued Accounting Pronouncements

In JanuaryOn March 31, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09,“Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This pronouncement is effective for annual periods beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact of this ASU on our financial position and results of operations.

In February 2016, the FASB issued ASU 2016-02,“Leases (Topic 842).” The guidance in this ASU supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840,“Leases.” The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for annual periods beginning after December 15, 2018, including interim periods within those years, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of this ASU on our financial position and results of operations.

In January 2016, the FASB issued ASU 2016-01,“Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.This ASU provides guidance for the recognition, measurement, presentation, and disclosure of financial instruments. The new pronouncement revises accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it amends the presentation and disclosure requirements of equity securities that do not result in consolidation and are not accounted for under the equity method. Changes in the fair value of these equity securities will be recognized directly in net income. This pronouncement is effective for fiscal years and interim periods within those years beginning after December 15, 2017. We are currently evaluating the impact of this ASU on our financial position and results of operations.

On March 31, 2016, the FASB issued ASU 2016-09,“Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This pronouncement is effective for annual periods beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact of this ASU on our financial position and results of operations.

In February 2016, the FASB issued ASU 2016-02,“Leases (Topic 842).” The guidance in this ASU supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840,“Leases.” The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for annual periods beginning after December 15, 2018, including interim periods within those years, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of this ASU on our financial position and results of operations.

In November 2015, the FASB issued ASU 2015-17,“Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the balance sheet. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the balance sheet. This ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those years and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. We early adopted this ASU prospectively in the first quarter of 2016.

On April 7, 2015, the FASB issued ASU 2015-03,“Simplifying the Presentation of Debt Issuance Costs,” which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation for debt discount. ASU 2015-03 does not specifically address requirements for the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. On August 8, 2015, the FASB issued ASU 2015-15, “Interest—Imputation of Interest (Subtopic 835-30)” clarifying that debt issuance costs related to line-of-credit arrangements could be presented as an asset and amortized over the term of the line-of-credit arrangement, regardless of whether there

are any outstanding borrowings on the line-of-credit arrangement. We adopted this ASU in the first quarter of 2016. Adoption of this ASU did not have a material impact on our financial position and results of operations.

In May 2014, the FASB issued ASU 2014-09,“Revenue from Contracts with Customers (Topic 606),” which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to show the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, which deferred the effective date of the new revenue standard by one year. For Teradyne, the standard will be effective in the first quarter of 2018. Early adoption is permitted but not before the original effective date (that is, annual periods beginning after December 15, 2016). The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. We have not yet selected a transition method. We are currently evaluating the impact of this ASU on our financial position and results of operations.

 

Item 3:Quantitative and Qualitative Disclosures about Market Risk

For “Quantitative and Qualitative Disclosures about Market Risk” affecting Teradyne, see Part 2 Item 7a, “Quantitative and Qualitative Disclosures about Market Risks,” in our Annual Report on Form 10-K filed with the SEC on February 29, 2016. There were no material changes in our exposure to market risk from those set forth in our Annual Report for the fiscal year ended December 31, 2015.

Item 4:Controls and Procedures

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

During the period covered by this report, except for any changes in internal controls related to the integration of Universal Robots, acquired on June 11, 2015, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

PART II. OTHER INFORMATION

 

Item 1:Legal Proceedings

We are subject to various legal proceedings and claims, which have arisen, in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our results of operations, financial condition or cash flows.

 

Item 1A:Risk Factors

In addition to other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015, which could materially affect our business, financial condition or future results. The risk factors described in our Annual Report on Form 10-K remain applicable to our business.

The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

The recent natural disaster in Japan could disrupt our operations and adversely affect our results of operations.

The recent earthquake in Japan has damaged our building and impacted our operations located in Kumamoto. We arehave temporarily transferringtransferred the manufacturing operations to other facilities so we do not expect the damage to have a significant impact on our ability to manufacture our products or sell products to our customers. However, the situation in Kumamoto remains uncertain so the events could have a short-term impact to our business in Japan. In addition, we may have to incur significant uninsured costs in order to repairrebuild our buildingoperations which could have an adverse effect on our financial condition and results of operations.

 

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

In January 2015, our Board of Directors authorized a stockthe repurchase program forof up to $500 million of common stock of which $300 million was repurchased in 2015. In 2016, we intend to repurchase between $100 million and $200 million. During the six months ended July 3, 2016, we repurchased 2.9 million shares of common stock at an average price of $19.29, for a total cost of $56.8 million. The cumulative repurchases under this program as of AprilJuly 3, 2016 totaled 17.118.6 million shares of common stock for $328$356.7 million at an average price of $19.22 per share of $19.17.share.

The following table includes information with respect to repurchases we made of our common stock during the three months ended AprilJuly 3, 2016 (in thousands except per share price):

 

Period

 (a) Total
Number of
Shares
(or Units)
Purchased
     (b) Average
Price Paid per
Share (or Unit)
     (c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
  (d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that may Yet Be
Purchased Under the
Plans or Programs
 

January 1, 2016 – January 31, 2016

  452    $19.57     —     $200,051  

February 1, 2016 – February 28, 2016

  955    $18.08     951   $182,851  

February 29, 2016 – April 3, 2016

  540    $20.01     537   $172,050  
 

 

 

   

 

 

   

 

 

  
  1,947    (1)   $18.96    (1)    1,488   
 

 

 

   

 

 

   

 

 

  

Period

 (a) Total
Number of
Shares
(or Units)
Purchased
     (b) Average
Price Paid per
Share (or Unit)
     (c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly  Announced
Plans or Programs
  (d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that may Yet Be
Purchased Under the
Plans or Programs
 

April 4, 2016 – May 1, 2016

  433    $20.96     428   $163,063  

May 2, 2016 – May 29, 2016

  476    $18.91     476   $154,063  

May 30, 2016 – July 3, 2016

  555    $19.59     551   $143,269  
 

 

 

   

 

 

   

 

 

  
  1,464    (1)   $19.78    (1)    1,455   
 

 

 

   

 

 

   

 

 

  

 

(1)Includes approximately 0.5 million9,019 shares at an average price of $19.57$19.30 withheld from employees for the payment of taxes.

We satisfy U.S. federal and state minimum withholding tax obligations due upon the vesting and the conversion of restricted stock units into shares of our common stock, by automatically withholding from the shares being issued, a number of shares with an aggregate fair market value on the date of such vesting and conversion that would satisfy the minimum withholding amount due.

Item 4:Mine Safety Disclosures

Not Applicable

 

Item 6:Exhibits

 

Exhibit

Number

  

Description

  10.1Executive Officer Change in Control Agreement dated February 8, 2016 between Teradyne, Inc. and Greg Smith (filed herewith)
  10.2Employment Agreement dated February 8, 2016 between Teradyne, Inc. and Greg Smith (filed herewith)
  31.1  Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) of Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
  31.2  Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) of Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
  32.1  Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
  32.2  Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS  XBRL Instance Document
101.SCH  XBRL Taxonomy Extension Schema Document
101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF  XBRL Taxonomy Extension Definition Linkbase Document
101.LAB  XBRL Taxonomy Extension Label Linkbase Document
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

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.

 

TERADYNE, INC.
Registrant

/S/ GREGORY R. BEECHER        

Gregory R. Beecher

Vice President,

Chief Financial Officer and Treasurer

(Duly Authorized Officer

and Principal Financial Officer)

May 13,August 12, 2016

 

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