UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

~~FORM 10-Q~~

(Mark One)

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

For the quarterly period ended ~~April~~July 3, 2022

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

For the transition period from

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)

Securities registered pursuant to Section 12(b) of the Act:

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in

Rule 12b-2

of the Exchange Act (check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s only class of Common Stock as of ~~May 2,~~August 1, 2022 was 156,781,680

shares.

~~160,203,017 shares.~~

Table of Contents

TERADYNE, INC.

INDEX


		Page No.

	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of ~~April~~July 3, 2022 and December 31, 2021		1

	Condensed Consolidated Statements of Operations for the Three and Six Months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021		2

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021		3

	Condensed Consolidated Statements of Convertible Common Shares and Shareholders’ Equity for the Three and Six Months ~~Ended April~~ended July 3, 2022 and ~~April~~July 4, 2021		4

	Condensed Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021		5

	Notes to Condensed Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2628

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		3338

Item 4.	Controls and Procedures		3439

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		3439

Item 1A.	Risk Factors		3539

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3540

Item 4.	Mine Safety Disclosures		3540

Item 6.	Exhibits		3640

Table of Contents

PART I

Item 1:

Financial Statements

TERADYNE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	July 3, 2022			December 31, 2021

	(in thousands, except per share amount)
ASSETS
Current assets:
Cash and cash equivalents	$	572,023		$	1,122,199
Marketable securities		209,846			244,231
Accounts receivable, less allowance for credit losses of $1,849 and $2,012 at July 3, 2022 and December 31, 2021, respectively		683,739			550,749
Inventories, net		295,625			243,330
Prepayments		498,093			406,266
Other current assets		11,109			9,452

Total current assets		2,270,435			2,576,227
Property, plant and equipment, net		411,263			387,240
Operating lease right-of-use assets, net		66,661			68,807
Marketable securities		111,999			133,858
Deferred tax assets		126,639			102,428
Retirement plans assets		14,245			15,110
Other assets		26,942			24,096
Acquired intangible assets, net		62,509			75,635
Goodwill		397,733			426,024

Total assets	$	3,488,426		$	3,809,425

LIABILITIES
Current liabilities:
Accounts payable	$	175,606		$	153,133
Accrued employees’ compensation and withholdings		190,506			253,667
Deferred revenue and customer advances		163,127			146,185
Other accrued liabilities		133,881			124,187
Operating lease liabilities		17,770			19,977
Income taxes payable		106,863			88,789
Current debt		9,632			19,182

Total current liabilities		797,385			805,120
Retirement plans liabilities		141,884			151,141
Long-term deferred revenue and customer advances		50,357			54,921
Long-term other accrued liabilities		15,530			15,497
Deferred tax liabilities		3,143			6,327
Long-term operating lease liabilities		57,600			56,178
Long-term incomes taxes payable		59,135			67,041
Debt		64,796			89,244

Total liabilities		1,189,830			1,245,469

Commitments and contingencies (Note Q)		0			0
Mezzanine equity:
Convertible common shares		—			1,512
SHAREHOLDERS’ EQUITY
Common stock, $0.125 par value, 1,000,000 shares authorized; 157,880 and 162,251 shares issued and outstanding at July 3, 2022 and December 31, 2021, respectively		19,735			20,281
Additional paid-in capital		1,721,586			1,811,545
Accumulated other comprehensive loss		(52,959	)		(5,948	)
Retained earnings		610,234			736,566

Total shareholders’ equity		2,298,596			2,562,444

Total liabilities, convertible common shares and shareholders’ equity	$	3,488,426		$	3,809,425

April 3,

2022

December 31,
2021



(in thousands,
except per share amount)

ASSETS

Current assets:


Cash and cash equivalents    $ 794,603 $ 1,122,199
Marketable securities    282,016 244,231
Accounts receivable, less allowance for credit losses of $1,891 and $2,012 at April 3, 2022 and December 31, 2021, respectively    546,881 550,749
Inventories, net    259,341 243,330
Prepayments    479,414 406,266
Other current assets    12,127 9,452

Total current assets    2,374,382 2,576,227
Property, plant and equipment, net    399,485 387,240
Operating lease
right-of-use
assets, net
   67,718 68,807
Marketable securities    126,130 133,858
Deferred tax assets    113,556 102,428
Retirement plans assets    14,669 15,110
Other assets    23,480 24,096
Acquired intangible assets, net    69,846 75,635
Goodwill    419,888 426,024

Total assets    $ 3,609,154 $ 3,809,425


LIABILITIES

Current liabilities:

Accounts payable    $ 156,493 $ 153,133
Accrued employees’ compensation and withholdings    139,287 253,667
Deferred revenue and customer advances    155,761 146,185
Other accrued liabilities    118,252 124,187
Operating lease liabilities    18,523 19,977
Income taxes payable    103,386 88,789
Current debt    20,497 19,182

Total current liabilities    712,199 805,120
Retirement plans liabilities    151,697 151,141
Long-term deferred revenue and customer advances    51,698 54,921
Long-term other accrued liabilities    15,748 15,497
Deferred tax liabilities    4,927 6,327
Long-term operating lease liabilities    55,934 56,178
Long-term incomes taxes payable    67,041 67,041
Debt    75,378 89,244

Total liabilities    1,134,622 1,245,469

Commitments and contingencies (
N
ote
Q
)
   0 0
Mezzanine equity:
Convertible common shares    —   1,512
SHAREHOLDERS’ EQUITY

Common stock, $0.125 par value, 1,000,000 shares authorized; 161,053 and 162,251 shares issued and outstanding at April 3, 2022 and December 31, 2021, respectively    20,132 20,281
Additional
paid-in
capital
   1,711,690 1,811,545
Accumulated other comprehensive loss    (19,479 ) (5,948 )
Retained earnings    762,189 736,566

Total shareholders’ equity    2,474,532 2,562,444

Total liabilities, convertible common shares and shareholders’ equity    $ 3,609,154 $ 3,809,425

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, 2021, are an integral part of the condensed consolidated financial statements.

Table of Contents

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

For the Three Months

Ended


April 3,
2022

April 4,
2021



(in thousands, except per
share amount)

Revenues:
Products    $ 625,875 $ 660,508
Services    129,495 121,098

Total revenues    755,370 781,606
Cost of revenues:
Cost of products    243,016 267,784
Cost of services    57,421 52,204

Total cost of revenues (exclusive of acquired intangible
assets amortization shown separately below)
   300,437 319,988

Gross profit    454,933 461,618
Operating expenses:
Selling and administrative    140,185 129,797
Engineering and development    108,116 100,402
Acquired intangible assets amortization    5,063 5,536
Restructuring and other    15,714 (7,130 )

Total operating expenses    269,078 228,605

Income from operations    185,855 233,013
Non-operating
(income) expense:

Interest income    (703 ) (808 )
Interest expense    1,012 6,004
Other (income) expense, net    5,187 3,824

Income before income taxes    180,359 223,993
Income tax provision    18,431 18,481

Net income    $ 161,928 $ 205,512

Net income per common share:
Basic    $ 1.00 $ 1.23

Diluted    $ 0.92 $ 1.09

Weighted average common shares—basic    162,048 166,491

Weighted average common shares—diluted    175,575 187,740


	For the Three Months Ended						For the Six Months Ended
	July 3,			July 4,			July 3,			July 4,
	2022			2021			2022			2021

	(in thousands, except per share amount)
Revenues:
Products	$	697,954		$	951,945		$	1,323,829		$	1,612,453
Services		142,812			133,783			272,307			254,881

Total revenues		840,766			1,085,728			1,596,136			1,867,334
Cost of revenues:
Cost of products		274,674			388,845			517,690			656,629
Cost of services		59,703			49,894			117,124			102,098

Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)		334,377			438,739			634,814			758,727

Gross profit		506,389			646,989			961,322			1,108,607
Operating expenses:
Selling and administrative		139,533			140,187			279,718			269,984
Engineering and development		111,951			110,021			220,067			210,423
Acquired intangible assets amortization		4,871			5,402			9,934			10,938
Restructuring and other		2,044			2,507			17,758			(4,623	)

Total operating expenses		258,399			258,117			527,477			486,722

Income from operations		247,990			388,872			433,845			621,885
Non-operating (income) expense:
Interest income		(951	)		(633	)		(1,653	)		(1,441	)
Interest expense		913			5,566			1,925			11,569
Other (income) expense, net		9,436			(87	)		14,622			3,738

Income before income taxes		238,592			384,026			418,951			608,019
Income tax provision		40,805			55,707			59,236			74,188

Net income	$	197,787		$	328,319		$	359,715		$	533,831

Net income per common share:
Basic	$	1.24		$	1.98		$	2.24		$	3.21

Diluted	$	1.16		$	1.76		$	2.07		$	2.85

Weighted average common shares—basic		159,563			165,995			160,805			166,243

Weighted average common shares—diluted		171,159			186,750			173,367			187,245

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, 2021, are an integral part of the condensed

consolidated financial statements.

Table of Contents

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

For the Three Months

Ended


April 3,
2022

April 4,
2021



(in thousands)

Net income    $ 161,928
$205,512
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of tax of $0 and $0, respectively    (8,076 ) (21,123 )
Available-for-sale
marketable securities:

Unrealized losses on marketable securities arising during period, net of tax of $(1,333) and $(908), respectively    (5,388 ) (3,270 )
Less: Reclassification adjustment for gains included in net income, net of tax of $(18) and $(123), respectively    (65 ) (444 )

   (5,453 ) (3,714 )
Defined benefit post-retirement plan:
Amortization of prior service credit, net of tax of $0 and $0, respectively    (2 ) (2 )

Other comprehensive loss    (13,531 ) (24,839 )

Comprehensive income
$148,397
$180,673


	For the Three Months Ended						For the Six Months Ended
	July 3,			July 4,			July 3,			July 4,
	2022			2021			2022			2021

	(in thousands)
Net income	$	197,787		$	328,319		$	359,715		$	533,831
Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of tax of $0, $0, $0, $0, respectively		(29,230	)		5,150			(37,307	)		(15,974	)
Available-for-sale marketable securities:
Unrealized (losses) gains on marketable securities arising during period, net of tax of $(1,240), $436, $(2,573), and $(472), respectively		(4,522	)		1,494			(9,910	)		(1,776	)
Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $77, $2, $59, $(121), respectively		274			3			209			(441	)

		(4,248	)		1,497			(9,701	)		(2,217	)
Defined benefit post-retirement plan:
Amortization of prior service credit, net of tax of $0, $0, $(1), $(1), respectively		(2	)		(2	)		(3	)		(3	)

Other comprehensive (loss) income		(33,480	)		6,645			(47,011	)		(18,194	)

Comprehensive income	$	164,307		$	334,964		$	312,704		$	515,637

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, 2021, are an integral part of the condensed

consolidated financial statements.

Table of Contents

TERADYNE, INC.

CONDENSED STATEMENTS OF CONVERTIBLE COMMON SHARES

AND SHAREHOLDERS’ EQUITY

(Unaudited)

Shareholders’ Equity


Convertible
Common
Shares
Value

Common
Stock Shares

Common
Stock Par
Value

Additional
Paid-in Capital

Accumulated
Other
Comprehensive
(Loss) Income

Retained
Earnings

Total
Shareholders’
Equity


(in thousands)

For the Three Months Ended April 3, 2022

Balance, December 31, 2021    $ 1,512 162,251 $ 20,281 $ 1,811,545 $ (5,948 ) $ 736,566 $ 2,562,444
Net issuance of common stock under stock-based plans    552 70 (14,644 ) (14,574 )
Stock-based compensation expense    14,204 14,204
Repurchase of common stock    (1,750 ) (219 ) (211,247 ) (211,466 )
Cash dividends ($0.11 per share)    (17,908 ) (17,908 )
Settlements of convertible notes    509 64 (157 ) (93 )
Exercise of convertible notes hedge call options    (509 ) (64 ) 64 —
Cumulative-effect of change in accounting principle related to convertible debt    (1,512 ) (99,322 ) 92,850 (6,472 )
Net income    161,928 161,928
Other comprehensive loss    (13,531 ) (13,531 )

Balance, April 3, 2022    $ 0   161,053 $ 20,132 $ 1,711,690 $ (19,479 ) $ 762,189 $ 2,474,532

For the Three Months Ended April 4, 2021

Balance, December 31, 2020    $ 3,787 166,123 $ 20,765 $ 1,765,323 $ 33,516 $ 387,414 $ 2,207,018
Net issuance of common stock under stock-based plans    670 84 (14,071 ) (13,987 )
Stock-based compensation expense    13,359 13,359
Repurchase of common stock    (374 ) (47 ) (47,141 ) (47,188 )
Cash dividends ($0.10 per share)    (16,682 ) (16,682 )
Settlements of convertible notes    1,222 153 157,529 157,682
Exercise of convertible notes hedge call options    (1,222 ) (153 ) (158,723 ) (158,876 )
Convertible common shares    (2,554 ) 2,554 2,554
Net income    205,512 205,512
Other comprehensive loss    (24,839 ) (24,839 )

Balance, April 4, 2021    $ 1,233 166,419 $ 20,802 $ 1,765,971 $ 8,677 $ 529,103 $ 2,324,553


				Shareholders’ Equity
	Convertible Common Shares Value			Common Stock Shares			Common Stock Par Value			Additional Paid-in Capital			Accumulated Other Comprehensive (Loss) Income			Retained Earnings			Total Shareholders’ Equity

				(in thousands)
For the Three Months Ended July 3, 2022
Balance, April 3, 2022	$	—			161,053		$	20,132		$	1,711,690		$	(19,479	)	$	762,189		$	2,474,532
Net issuance of common stock under stock-based plans					33			4			(1,675	)								(1,671	)
Stock-based compensation expense											11,658									11,658
Repurchase of common stock					(3,206	)		(401	)								(333,933	)		(334,334	)
Cash dividends ($0.11 per share)																	(17,561	)		(17,561	)
Settlements of convertible notes					495			62			(149	)								(87	)
Exercise of convertible notes hedge call options					(495	)		(62	)		62									—
Cumulative-effect of change in accounting principle related to convertible debt																	1,752			1,752
Net income																	197,787			197,787
Other comprehensive loss														(33,480	)					(33,480	)

Balance, July 3, 2022	$	—			157,880		$	19,735		$	1,721,586		$	(52,959	)	$	610,234		$	2,298,596

For the Three Months Ended July 4, 2021
Balance, April 4, 2021	$	1,233			166,419		$	20,802		$	1,765,971		$	8,677		$	529,103		$	2,324,553
Net issuance of common stock under stock-based plans					215			27			14,283									14,310
Stock-based compensation expense											12,515									12,515
Repurchase of common stock					(1,190	)		(149	)								(155,846	)		(155,995	)
Cash dividends ($0.10 per share)																	(16,624	)		(16,624	)
Settlements of convertible notes					367			46			45,977									46,023
Exercise of convertible notes hedge call options					(367	)		(46	)		(46,291	)								(46,337	)
Convertible common shares		20,153									(20,153	)								(20,153	)
Net income																	328,319			328,319
Other comprehensive income														6,645						6,645

Balance, July 4, 2021	$	21,386			165,444		$	20,680		$	1,772,302		$	15,322		$	684,952		$	2,493,256

For the Six Months Ended July 3, 2022
Balance, December 31, 2021	$	1,512			162,251		$	20,281		$	1,811,545		$	(5,948	)	$	736,566		$	2,562,444
Net issuance of common stock under stock-based plans					585			73			(16,318	)								(16,245	)
Stock-based compensation expense											25,862									25,862
Repurchase of common stock					(4,956	)		(619	)								(545,179	)		(545,798	)
Cash dividends ($0.22 per share)																	(35,470	)		(35,470	)
Settlements of convertible notes					1,004			125			(306	)								(181	)
Exercise of convertible notes hedge call options					(1,004	)		(125	)		125									—
Cumulative-effect of change in accounting principle related to convertible debt		(1,512	)								(99,322	)					94,602			(4,720	)
Net income																	359,715			359,715
Other comprehensive loss														(47,011	)					(47,011	)

Balance, July 3, 2022	$	—			157,880		$	19,735		$	1,721,586		$	(52,959	)	$	610,234		$	2,298,596

For the Six Months Ended July 4, 2021
Balance, December 31, 2020	$	3,787			166,123		$	20,765		$	1,765,323		$	33,516		$	387,414		$	2,207,018
Net issuance of common stock under stock-based plans					885			111			211									322
Stock-based compensation expense											25,874									25,874
Repurchase of common stock					(1,564	)		(196	)								(202,988	)		(203,184	)
Cash dividends ($0.20 per share)																	(33,305	)		(33,305	)
Settlements of convertible notes					1,589			199			203,507									203,706
Exercise of convertible notes hedge call options					(1,589	)		(199	)		(205,014	)								(205,213	)
Convertible common shares		17,599									(17,599	)								(17,599	)
Net income																	533,831			533,831
Other comprehensive loss														(18,194	)					(18,194	)

Balance, July 4, 2021	$	21,386			165,444		$	20,680		$	1,772,302		$	15,322		$	684,952		$	2,493,256

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, 2021, are an integral part of the condensed

consolidated financial statements.

Table of Contents

TERADYNE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months
Ended


April 3,

2022

April 4,

2021



(in thousands)

Cash flows from operating activities:


Net income    $ 161,928 $ 205,512
Adjustments to reconcile net income from operations to net cash provided by operating activities:
Depreciation    22,503 23,910
Stock-based compensation    12,894 12,232
Amortization    5,233 9,822
Deferred taxes    11,288 (1,057 )
Losses (gains) on investments    2,001 (2,491 )
Provision for excess and obsolete inventory    1,590 2,285
Loss on convertible debt conversion
s
   0   4,069
Contingent consideration fair value adjustment
s
   0   (7,227 )
Other    177 200
Changes in operating assets and liabilities
Accounts receivable    208 (87,512 )
Inventories    (9,480 ) (35,870 )
Prepayments and other assets    (74,305 ) (86,131 )
Accounts payable and other accrued expenses    (124,382 ) (10,571 )
Deferred revenue and customer advances    6,747 7,952
Retirement plan contributions    (1,329 ) (1,925 )
Income taxes    (7,611 ) 4,941

Net cash provided by operating activities    7,462 38,139

Cash flows from investing activities:
Purchases of property, plant and equipment    (43,999 ) (39,250 )
Purchases of marketable securities    (165,977 ) (211,604 )
Proceeds from maturities of marketable securities    96,682 194,228
Proceeds from sales of marketable securities    30,581 61,293

Net cash (used for) provided by investing activities    (82,713 ) 4,667

Cash flows from financing activities:
Issuance of common stock under stock purchase and stock option plans    16,475 17,144
Repurchase of common stock    (201,465 ) (45,188 )
Payments related to net settlement of employee stock compensation awards    (31,048 ) (30,675 )
Payments of convertible debt principal    (20,694 ) (51,275 )
Dividend payments    (17,895 ) (16,667 )

Net cash used for financing activities    (254,627 ) (126,661 )

Effects of exchange rate changes on cash and cash equivalents    2,282 883

Decrease in cash and cash equivalents    (327,596 ) (82,972 )
Cash and cash equivalents at beginning of period    1,122,199 914,121

Cash and cash equivalents at end of period    $ 794,603 $ 831,149

Non-cash
investing activities:

Capital expenditures incurred but not yet paid:    $ 2,500 $ 3,840


	For the Six Months Ended
	July 3,			July 4,
	2022			2021

	(in thousands)
Cash flows from operating activities:
Net income	$	359,715		$	533,831
Adjustments to reconcile net income from operations to net cash provided by operating activities:
Depreciation		44,460			45,848
Stock-based compensation		25,122			23,231
Amortization		10,095			19,343
Losses (gains) on investments		8,973			(4,650	)
Provision for excess and obsolete inventory		6,695			3,625
Deferred taxes		(23,597	)		(800	)
Contingent consideration fair value adjustments		—			(7,227	)
Loss on convertible debt conversions		—			5,244
Retirement plans actuarial gains		—			(627	)
Other		522			199
Changes in operating assets and liabilities
Accounts receivable		(146,384	)		(372,698	)
Inventories		(46,682	)		19,908
Prepayments and other assets		(94,751	)		(117,416	)
Accounts payable and other liabilities		(43,611	)		86,790
Deferred revenue and customer advances		14,163			15,189
Retirement plans contributions		(2,618	)		(2,739	)
Income taxes		10,815			(2,628	)

Net cash provided by operating activities		122,917			244,423

Cash flows from investing activities:
Purchases of property, plant and equipment		(89,743	)		(73,957	)
Purchases of marketable securities		(247,881	)		(398,086	)
Proceeds from maturities of marketable securities		139,652			460,213
Proceeds from sales of marketable securities		143,642			116,112
Purchase of investment		—			(12,000	)

Net cash (used for) provided by investing activities		(54,330	)		92,282

Cash flows from financing activities:
Issuance of common stock under stock purchase and stock option plans		16,536			32,581
Repurchase of common stock		(532,799	)		(196,584	)
Payments of convertible debt principal		(42,292	)		(66,828	)
Dividend payments		(35,442	)		(33,271	)
Payments related to net settlement of employee stock compensation awards		(32,780	)		(31,794	)

Net cash used for financing activities		(626,777	)		(295,896	)

Effects of exchange rate changes on cash and cash equivalents		8,014			(489	)
(Decrease) increase in cash and cash equivalents		(550,176	)		40,320
Cash and cash equivalents at beginning of period		1,122,199			914,121

Cash and cash equivalents at end of period	$	572,023		$	954,441

Non-cash investing activities:
Capital expenditures incurred but not yet paid:	$	1,855		$	4,503

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, 2021, are an integral part of the condensed

consolidated financial statements.

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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 many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Teradyne’s industrial automation products include collaborative robotic arms, autonomous mobile robots, and advanced robotic control software used by global manufacturing, logistics and light industrial customers to improve quality, increase manufacturing and material handling efficiency and decrease manufacturing and logistics costs. Teradyne’s automatic test equipment and industrial automation products and services include:

semiconductor test (“Semiconductor Test”) systems;

storage and system level test (“Storage Test”) systems, defense/aerospace (“Defense/Aerospace”) test instrumentation and 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 statement of such interim financial statements. Certain prior year amounts may have been reclassified to conform to the current year presentation. The December 31, 2021 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by United States of America generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. 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 23, 2022, for the year ended December 31, 2021.

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 of assets, liabilities, revenues and expenses, and related disclosures of contingent liabilities. On an

on-going

basis, management evaluates its estimates, including those related to inventories, investments, goodwill, intangible and other long-lived assets, accounts receivable, income taxes, deferred tax assets and liabilities, pensions, warranties, and loss contingencies. Management bases its estimates on historical experience and on appropriate and customary assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Due to the

COVID-19

pandemic, there has been uncertainty and disruption in the global economy and our markets. Management is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form

10-Q.

These estimates may change, as new events occur and additional information is obtained. Actual results may differ significantly from these estimates under different assumptions or conditions.

Convertible Debt

Teradyne adopted Accounting Standards Update (“ASU”) ASU

2020-06

–

“Debt—Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity,”

on January 1, 2022 using the modified retrospective method of adoption

Under ASU

2020-06,

Teradyne accounts for a convertible debt instrument as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. Unsettled shares are recorded in current debt, and there is no recognition of a debt discount, which was previously amortized to interest expense. Teradyne uses the

if-converted

method in the diluted earnings per share (“EPS”) calculation for convertible instruments. As a result of adoption, Teradyne recorded an increase

~~$1.4~~ $1.4 million to current debt for unsettled shares, an increase of $6.6 million to long-term

debt

for unamortized debt discount, an increase of $1.8 million to deferred tax assets and an increase to retained earnings of ~~$92.8~~$94.6 million for the reclassification of the equity component. Mezzanine equity representing unsettled shares value was reduced to 0 and additional

paid-in

capital was reduced by $99.3 million.

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C. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

For the ~~three~~six months ended ~~April~~July 3, 2022, there were no recently issued accounting pronouncements that had, or are expected to have, a material impact to Teradyne’s consolidated financial statements.

D. INVESTMENT IN OTHER COMPANY

On June 1, 2021, Teradyne invested $12.0 million in MachineMetrics, Inc. (“MachineMetrics”), a private company that develops and sells products to improve manufacturing performance through automated machine data collection, alerting, and analytics. Teradyne’s investment in MachineMetrics aligns with its strategy of providing and investing in leading edge products for automating industrial production processes in growing markets. The investment was recorded at cost and is evaluated for impairment or an indication of changes in fair value resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer on a quarterly basis. At ~~April~~July 3, 2022, the value of the investment was $12.0 million, and there ~~was~~were 0 ~~change~~changes during the three and six months ended ~~April~~July 3, 2022.

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E. REVENUE

Disaggregation of Revenue

The following table provides information about disaggregated revenue by timing of revenue recognition, primary geographical market, and major product lines.

Semiconductor Test

Industrial Automation


System
on-a-

Chip

Memory

System

Test

Universal
Robots

Mobile
Industrial
Robots

AutoGuide

Wireless

Test

Corporate

and

Eliminations

Total



(in thousands)

For the Three Months Ended April 3, 2022 (1)

Timing of Revenue Recognition


Point in Time $ 323,456 $ 88,723 $ 105,288 $ 83,182 $ 16,534 $ 210 $ 48,429 $ (346 ) $ 665,476
Over Time 63,129 7,033 13,380 2,102 674 487 3,089 0    89,894

Total
$ 386,585 $ 95,756 $ 118,668 $ 85,284 $ 17,208 $ 697 $ 51,518 $ (346 ) $ 755,370

Geographical Market

Asia Pacific $ 340,741 $ 93,151 $ 73,784 $ 18,621 $ 2,592 $ 0   $ 34,946 $ 0   $ 563,835
Americas 29,714 2,046 36,608 28,148 7,867 697 9,687 (346 ) 114,421
Europe, Middle East and
Africa 16,130 559 8,276 38,515 6,749 0   6,885 0   77,114

Total
$ 386,585 $ 95,756 $ 118,668 $ 85,284 $ 17,208 $ 697 $ 51,518 $ (346 ) $ 755,370

For the Three Months Ended April 4, 2021 (1)

Timing of Revenue Recognition

Point in Time $ 364,190 $ 101,892 $ 119,314 $ 64,007 $ 14,064 $ (120 ) $ 37,880 $ (143 ) $ 701,084
Over Time 56,040 5,941 13,523 1,594 67 339 3,018 0   80,522

Total
$ 420,230 $ 107,833 $ 132,837 $ 65,601 $ 14,131 $ 219 $ 40,898 $ (143 ) $ 781,606

Geographical Market

Asia Pacific $ 387,236 $ 104,049 $ 99,520 $ 17,833 $ 3,447 $ 0   $ 33,532 $ 0   $ 645,617
Americas 20,779 3,420 27,659 18,153 5,153 219 5,769 (143 ) 81,009
Europe, Middle East and
Africa 12,215 364 5,658 29,615 5,531 0   1,597 0   54,980

Total
$ 420,230 $ 107,833 $ 132,837 $ 65,601 $ 14,131 $ 219 $ 40,898 $ (143 ) $ 781,606


	Semiconductor Test						Industrial Automation
	System on-a-Chip		Memory		System Test		Universal Robots		Mobile Industrial Robots		AutoGuide			Wireless Test		Corporate and Eliminations			Total

	(in thousands)
For the Three Months Ended July 3, 2022 (1)
Timing of Revenue Recognition
Point in Time	$	395,211	$	74,790	$	118,692	$	80,409	$	16,730	$	1,071		$	60,765	$	(193	)	$	747,475
Over Time		64,253		7,094		16,010		2,104		668		73			3,089		—			93,291

Total	$	459,464	$	81,884	$	134,702	$	82,513	$	17,398	$	1,144		$	63,854	$	(193	)	$	840,766

Geographical Market
Asia Pacific	$	413,537	$	78,996	$	95,584	$	17,357	$	5,317	$	—		$	44,106	$	—		$	654,897
Americas		28,714		2,552		33,409		27,732		6,085		1,144			17,460		(193	)		116,903
Europe, Middle East and Africa		17,213		336		5,709		37,424		5,996		—			2,288		—			68,966

Total	$	459,464	$	81,884	$	134,702	$	82,513	$	17,398	$	1,144		$	63,854	$	(193	)	$	840,766

For the Three Months Ended July 4, 2021 (1)
Timing of Revenue Recognition
Point in Time	$	675,958	$	84,232	$	88,197	$	74,412	$	15,091	$	—		$	51,619	$	(146	)	$	989,363
Over Time		65,712		8,074		16,622		1,665		809		209			3,274		—			96,365

Total	$	741,670	$	92,306	$	104,819	$	76,077	$	15,900	$	209		$	54,893	$	(146	)	$	1,085,728

Geographical Market
Asia Pacific	$	710,995	$	87,151	$	61,230	$	18,044	$	2,439	$	—		$	45,802	$	—		$	925,661
Americas		21,664		3,672		36,256		24,808		6,897		209			7,107		(146	)		100,467
Europe, Middle East and Africa		9,011		1,483		7,333		33,225		6,564		—			1,984		—			59,600

Total	$	741,670	$	92,306	$	104,819	$	76,077	$	15,900	$	209		$	54,893	$	(146	)	$	1,085,728

For the Six Months Ended July 3, 2022 (2)
Timing of Revenue Recognition
Point in Time	$	718,666	$	163,513	$	223,981	$	163,591	$	33,264	$	1,281		$	109,194	$	(539	)	$	1,412,951
Over Time		127,382		14,127		29,390		4,206		1,342		560			6,178		—			183,185

Total	$	846,048	$	177,640	$	253,371	$	167,797	$	34,606	$	1,841		$	115,372	$	(539	)	$	1,596,136

Geographical Market
Asia Pacific	$	754,277	$	172,147	$	169,369	$	35,978	$	7,909	$	—		$	79,052	$	—		$	1,218,732
Americas		58,428		4,598		70,017		55,880		13,952		1,841			27,147		(539	)		231,324
Europe, Middle East and Africa		33,343		895		13,985		75,939		12,745		—			9,173		—			146,080

Total	$	846,048	$	177,640	$	253,371	$	167,797	$	34,606	$	1,841		$	115,372	$	(539	)	$	1,596,136

For the Six Months Ended July 4, 2021 (2)
Timing of Revenue Recognition
Point in Time	$	1,040,148	$	186,124	$	207,511	$	138,419	$	29,155	$	(120	)	$	89,499	$	(289	)	$	1,690,447
Over Time		121,752		14,015		30,145		3,259		876		548			6,292		—			176,887

Total	$	1,161,900	$	200,139	$	237,656	$	141,678	$	30,031	$	428		$	95,791	$	(289	)	$	1,867,334

Geographical Market
Asia Pacific	$	1,098,231	$	191,200	$	160,750	$	35,877	$	5,886	$	—		$	79,334	$	—		$	1,571,278
Americas		42,443		7,092		63,915		42,961		12,050		428			12,876		(289	)		181,476
Europe, Middle East and Africa		21,226		1,847		12,991		62,840		12,095		—			3,581		—			114,580

Total	$	1,161,900	$	200,139	$	237,656	$	141,678	$	30,031	$	428		$	95,791	$	(289	)	$	1,867,334

(1)	Includes ~~$2.3~~$1.9 million and ~~$3.1~~$4.2 million in 2022 and 2021, respectively, for leases of Teradyne’s systems recognized outside Accounting Standards Codification (“ASC”) 606 “Revenue from Contracts with Customers.”

(2)	Includes $4.2 million and $7.3 million in 2022 and 2021, respectively, for leases of Teradyne’s systems recognized outside ASC 606 “Revenue from Contracts with Customers.”

Table of Contents

Contract Balances

During the three and six months ended ~~April~~July 3, 2022, ~~and April 4, 2021,~~ Teradyne recognized ~~$35.0~~$25.1 million and ~~$27.8~~$60.2 million, respectively, that was previously included within the deferred revenue and customer advances balances at the beginning of the period. During the three and six months ended July 4, 2021, Teradyne recognized $22.0 million and $49.6 million, respectively, that was previously included within the deferred revenue and customer advances balances. This revenue primarily relates to undelivered hardware, extended warranties, training, application support, and post contract support. Each of these represents a distinct performance obligation. As of ~~April~~July 3, 2022, Teradyne has ~~$1,417.4~~$1,574 million of unsatisfied performance obligations. Teradyne expects to recognize ~~89%~~90% of the remaining performance obligations in the next 12 months

and

~~11%~~ 10% in

1-3

years.

Deferred revenue and customer advances consist of the following at July 3, 2022 and December 31, 2021, and are included in short and long-term deferred revenue and customer advances on the balance sheet:


					July 3,		December 31,
					2022		2021
	April 3, 2022		December 31, 2021
	(in thousands)				(in thousands)
Maintenance, service and training	$	83,212	$	81,826	$	83,464	$	81,826
Extended warranty						65,791		64,168
Customer advances, undelivered elements and other		58,521		55,112		64,229		55,112
Extended warranty		65,726		64,168

Total deferred revenue and customer advances	$	207,459	$	201,106	$	213,484	$	201,106

Accounts Receivable

During the three and six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021, Teradyne sold certain trade accounts receivables on a

non-recourse

basis to third-party financial institutions pursuant to factoring agreements. During the three months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021, total trade accounts receivable sold under the factoring agreements were

~~$19.4~~ $37.6 million and ~~$7.3~~$7.6 million,

respectively. During the six months ended July 3, 2022 and July 4, 2021, total trade accounts receivable sold under the factoring agreements were $57.1 million and $14.9 million, respectively. Factoring fees for the sales of receivables were recorded in interest expense and were not material. Teradyne accounted for these transactions as sales of receivables and presented cash proceeds as cash provided

operating activities in the consolidated statements of cash flows.

F. INVENTORIES

Inventories, net consisted of the following at ~~April~~July 3, 2022 and December 31, 2021:

April 3,
2022

December 31,
2021



(in thousands)

Raw material    $ 187,856    $ 155,641
Work-in-process
   30,877    37,740
Finished goods    40,608    49,949

   $ 259,341    $ 243,330


	July 3,		December 31,
	2022		2021

	(in thousands)
Raw material	$	193,907	$	155,641
Work-in-process		36,184		37,740
Finished goods		65,534		49,949

	$	295,625	$	243,330

Inventory reserves at ~~April~~July 3, 2022 and December 31, 2021 were ~~$112.8~~$115.5 million and $114.1 million, respectively.

G. FINANCIAL INSTRUMENTS

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’s

~~available-for-sale~~

~~debt securities are classified as Level 2 and~~ equity and debt mutual funds are classified as Level 1.1 and

available-for-sale

debt securities are classified as Level 2. Contingent consideration is classified as Level 3. The vast 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.

During the three and six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments.

Table of Contents

ealized gains recorded in the three and six months ended July 3, 2022 were $0.1 million and $0.5 million, respectively. Realized gains recorded in the three and six months ended ~~April 3, 2022 and April~~July 4, 2021 were ~~$0.4~~$0.9 million and ~~$1.2~~$2.0 million, respectively. Realized losses recorded in the three and six months ended ~~April~~July 3, 2022 were ~~$0.2 million.~~$0.4 million and $0.6 million, respectively. NaN realized losses were recorded in the three and six months ended ~~April~~July 4, 2021. Realized gains and losses are included in other (income) expense, net.

Unrealized losses on equity securities recorded in the three and six months ended ~~April~~July 3, 2022 were ~~$2.2 million.~~$6.6 million and $8.8 million, respectively. NaN

unrealized gains on equity securities were recorded in the three and six months ended July 3, 2022. Unrealized gains on equity securities recorded in the three and six months ended ~~April~~July 4, 2021 wer

e $2.0 million and $3.3 million, respectively. Unrealized losses on equity securities recorded in the three and six months ended July 4, 2021 were ~~$1.4~~$0.7 million. Unrealized gains and losses on equity securities are included in other (income) expense, net.

Unrealized gains and losses on

available-for-sale

debt securities are included in accumulated other comprehensive income (loss).

The cost of securities sold is based on average cost.

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 ~~April~~July 3, 2022 and December 31, 2021.


	April 3, 2022								July 3, 2022
	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

	(in thousands)								(in thousands)
Assets

Cash	$	508,245	$	0	$	0	$	508,245	$	447,312	$	—	$	—	$	447,312
Cash equivalents		212,647		73,711		0		286,358		95,068		29,643		—		124,711
Available-for-sale securities:
Commercial paper		0		179,481		0		179,481		—		150,443		—		150,443
U.S. Treasury securities		0		119,837		0		119,837		—		73,100		—		73,100
Corporate debt securities		0		53,161		0		53,161		—		49,344		—		49,344
Debt mutual funds		7,030		0		0		7,030		6,514		—		—		6,514
U.S. government agency securities		0		4,714		0		4,714		—		4,693		—		4,693
Certificates of deposit and time deposits		0		1,312		0		1,312		—		1,261		—		1,261
Non-U.S. government securities		0		578		0		578		—		546		—		546
Equity securities:
Mutual funds		42,033		0		0		42,033		35,944		—		—		35,944

	$	769,955	$	432,794	$	0	$	1,202,749	$	584,838	$	309,030	$	—	$	893,868
Derivative assets		0		9		0		9		—		103		—		103

Total	$	769,955	$	432,803	$	0	$	1,202,758	$	584,838	$	309,133	$	—	$	893,971

Liabilities
Derivative liabilities	$	0	$	469	$	0	$	469	$	—	$	233	$	—	$	233

Total	$	0	$	469	$	0	$	469	$	—	$	233	$	—	$	233

Reported as follows:

	(Level 1)		(Level 2)		(Level 3)		Total

	(in thousands)
Assets
Cash and cash equivalents	$	720,892	$	73,711	$	0	$	794,603
Marketable securities		0		282,016		0		282,016
Long-term marketable securities		49,063		77,067		0		126,130
Prepayments		0		9		0		9

Total	$	769,955	$	432,803	$	0	$	1,202,758

Liabilities
Other current liabilities	$	0	$	469	$	0	$	469

Total	$	0	$	469	$	0	$	469

Reported as follows:


	(Level 1)		(Level 2)		(Level 3)		Total

	(in thousands)
Assets
Cash and cash equivalents	$	542,380	$	29,643	$	—	$	572,023
Marketable securities		—		209,846		—		209,846
Long-term marketable securities		42,458		69,541		—		111,999
Prepayments and other current assets		—		103		—		103

Total	$	584,838	$	309,133	$	—	$	893,971

Liabilities		.
Other current liabilities	$	—	$	233	$	—	$	233

Total	$	—	$	233	$	—	$	233

~~Table of Contents~~

December 31, 2021


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    $ 628,740    $ 0      $ 0      $ 628,740
Cash equivalents    412,212    81,247    0      493,459
Available for sale securities:
Commercial paper    0      189,620    0      189,620
U.S. Treasury securities    0      77,789    0      77,789
Corporate debt securities    0      56,901    0      56,901
Debt mutual funds    7,971    0      0      7,971
U.S. government agency securities    0      4,610    0      4,610
Certificates of deposit and time deposits    0      1,356    0      1,356
Non-U.S.
government securities
   0      589    0      589
Equity securities:
Mutual funds    39,253    0      0      39,253

Total    $ 1,088,176    $ 412,112    $ 0      $ 1,500,288
Derivative assets    0      92    0      92

Total    $ 1,088,176    $ 412,204    $ 0      $ 1,500,380

Liabilities
Derivative liabilities    $ 0      $ 118    $ 0      $ 118

Total    $ 0      $ 118    $ 0      $ 118

Reported as follows:


(Level 1)

(Level 2)

(Level 3)

Total



(in thousands)

Assets

Cash and cash equivalents    $ 1,040,952    $ 81,247    $ 0      $ 1,122,199
Marketable securities    0      244,231    0      244,231
Long-term marketable securities    47,224    86,634    0      133,858
Prepayments    0      92    0      92

Total    $ 1,088,176    $ 412,204    $ 0      $ 1,500,380

Liabilities
Other current liabilities    $ 0      $ 118    $ 0      $ 118

Total    $ 0      $ 118    $ 0      $ 118

Table of Contents


	December 31, 2021
	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	$	628,740	$	—	$	—	$	628,740
Cash equivalents		412,212		81,247		—		493,459
Available-for-sale securities:								—
Commercial paper		—		189,620		—		189,620
U.S. Treasury securities		—		77,789		—		77,789
Corporate debt securities		—		56,901		—		56,901
Debt mutual funds		7,971		—		—		7,971
U.S. government agency securities		—		4,610		—		4,610
Certificates of deposit and time deposits		—		1,356		—		1,356
Non-U.S. government securities		—		589		—		589
Equity securities:
Mutual Funds		39,253		—		—		39,253

	$	1,088,176	$	412,112	$	—	$	1,500,288
Derivative assets		—		92		—		92

Total	$	1,088,176	$	412,204	$	—	$	1,500,380

Liabilities
Derivative liabilities		—		118		—		118

Total	$	—	$	118	$	—	$	118

Reported as follows:


	(Level 1)		(Level 2)		(Level 3)		Total

	(in thousands)
Assets
Cash and cash equivalents	$	1,040,952	$	81,247	$	—	$	1,122,199
Marketable securities		—		244,231		—		244,231
Long-term marketable securities		47,224		86,634		—		133,858
Prepayments and other current assets		—		92		—		92

Total	$	1,088,176	$	412,204	$	—	$	1,500,380

Liabilities
Other current liabilities	$	—	$	118	$	—	$	118

Total	$	—	$	118	$	—	$	118

Changes in the fair value of Level 3 contingent consideration for the ~~three~~six months ended ~~April~~July 3, 2022, and ~~April~~July 4, 2021 were as follows:


						For the Three Months Ended				For the Six Months Ended
	For the Three Months Ended					July 3,		July 4,		July 3,		July 4,
	April 3, 2022		April 4, 2021			2022		2021		2022		2021

	(in thousands)					(in thousands)
Balance at beginning of period	$	0	$	7,227		$	—	$	—	$	—	$	7,227
Fair value adjustment (a)		0		(7,227	)		—		—		—		(7,227	)

Balance at end of period	$	0	$	0		$	—	$	—	$	—	$	—

(a)

In the ~~three~~six months ended ~~April~~July 4, 2021, the fair value of contingent consideration for the earn-outs in connection with the acquisition of AutoGuide was reduced to zero, which resulted in a benefit of $7.2 million, primarily due to a decrease in forecasted revenues and earnings before interest and taxes.

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On March 25, 2022, the arbitration claim filed by Industrial Automation LLC, sellers of AutoGuide, against Teradyne alleging

non-compliance

with the

earn-out

provisions of the Membership Interests Purchase Agreement, ~~(the “Purchase Agreement”),~~ dated as of October 18, 2019, among Industrial Automation LLC, Teradyne and AutoGuide was settled f

~~for~~

~~$26.7~~or $26.7 million. As a result, Teradyne has no remaining

earn-out

obligations.

The carrying amounts and fair values of Teradyne’s financial instruments at ~~April~~July 3, 2022 and December 31, 2021 were as follows:


	April 3, 2022				December 31, 2021
									July 3, 2022				December 31, 2021
	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	$	794,603	$	794,603	$	1,122,199	$	1,122,199	$	572,023	$	572,023	$	1,122,199	$	1,122,199
Marketable securities		408,146		408,146		378,089		378,089		321,845		321,845		378,089		378,089
Derivative assets		9		9		92		92		103		103		92		92
Liabilities
Derivative liabilities		469		469		118		118		233		233		118		118
Convertible debt		95,875		323,670		108,426		604,648		74,428		233,339		108,426		604,648

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 table summarizes the composition of

available-for-sale

marketable securities at ~~April~~July 3, 2022:


	April 3, 2022
	Available-for-Sale											July 3, 2022
	Cost		Unrealized Gain		Unrealized (Loss)			Fair Market Value		Fair Market Value of Investments with Unrealized Losses		Available-for-Sale
												Cost		Unrealized Gain		Unrealized (Loss)			Fair Market Value		Fair Market Value of Investments with Unrealized Losses
	(in thousands)
												(in thousands)
Commercial paper	$	179,736	$	3	$	(258	)	$	179,481	$	106,951	$	150,695	$	8	$	(260	)	$	150,443	$	137,162
U.S. Treasury securities		121,504		8		(1,675	)		119,837		114,043		75,962		42		(2,904	)		73,100		71,861
Corporate debt securities		53,079		1,585		(1,503	)		53,161		32,283		53,274		147		(4,077	)		49,344		46,289
Debt mutual funds		7,150		—		(120	)		7,030		—		6,783		—		(269	)		6,514		3,245
U.S. government agency securities		4,795		—		(81	)		4,714		4,714		4,786		—		(93	)		4,693		4,693
Certificates of deposit and time deposits		1,312		—		—			1,312		—		1,261		—		—			1,261		—
Non-U.S. government securities		578		—		—			578		—		546		—		—			546		—

	$	368,154	$	1,596	$	(3,637	)	$	366,113	$	257,991	$	293,307	$	197	$	(7,603	)	$	285,901	$	263,250

~~Table of Contents~~

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	$	282,563	$	11	$	(558	)	$	282,016	$	202,243	$	210,598	$	8	$	(760	)	$	209,846	$	195,003
Long-term marketable securities		85,591		1,585		(3,079	)		84,097		55,748		82,709		189		(6,843	)		76,055		68,247

	$	368,154	$	1,596	$	(3,637	)	$	366,113	$	257,991	$	293,307	$	197	$	(7,603	)	$	285,901	$	263,250

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The following table summarizes the composition of

available-for-sale

marketable securities at December 31, 2021:


	December 31, 2021
	Available-for-Sale
	Cost		Unrealized Gain		Unrealized (Loss)			Fair Market Value		Fair Market Value of Investments with Unrealized Losses

	(in thousands)
Commercial paper	$	189,614	$	15	$	(9	)	$	189,620	$	22,784
U.S. Treasury securities		77,707		551		(470	)		77,789		46,435
Corporate debt securities		52,266		4,863		(227	)		56,901		19,422
Debt mutual funds		7,928		43		—			7,971		—
U.S. government agency securities		4,617		5		(12	)		4,610		3,296
Certificates of deposit and time deposits		1,356		—		—			1,356		—
Non-U.S. government securities		589		—		—			589		—

	$	334,077	$	5,477	$	(718	)	$	338,836	$	91,937

Reported as follows:


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

	(in thousands)
Marketable securities	$	244,213	$	64	$	(46	)	$	244,231	$	54,798
Long-term marketable securities		89,864		5,413		(672	)		94,605		37,139

	$	334,077	$	5,477	$	(718	)	$	338,836	$	91,937

As of ~~April~~July 3, 2022, the fair ~~market~~ma

rket value of investments with unrealized losses less than one year and greater than one year totaled ~~$248.2~~$252.4 million and ~~$9.8~~$10.9 million,

respectively. As of December 31, 2021, the fair market value of investments with unrealized losses for less than one year and greater than one year totaled $85.4 million and $6.5 million, respectively.

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 ~~April~~July 3, 2022 and December 31, 2021 were not other than temporary.

The contractual maturities of investments in

available-for-sale

securities held at ~~April~~July 3, 2022 were as follows:


	April 3, 2022				July 3, 2022
	Cost		Fair Market Value		Cost		Fair Market Value

	(in thousands)				(in thousands)
Due within one year	$	282,563	$	282,016	$	210,598	$	209,846
Due after 1 year through 5 years		36,844		35,718		32,283		31,069
Due after 5 years through 10 years		6,117		5,978		5,055		4,736
Due after 10 years		35,480		35,371		38,588		33,736

Total	$	361,004	$	359,083	$	286,524	$	279,387

Contractual maturities of investments in

available-for-sale

securities held at ~~April~~July 3,

, 2022

exclude debt mutual funds with a fair market value of ~~$7.0~~$6.5 million, as they do not have a contractual maturity date.

~~Table of Contents~~

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.

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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.

At ~~April~~July 3, 2022 and December 31, 2021, Teradyne had the following contracts to buy and sell

non-U.S.

currencies for U.S. dollars and other

non-U.S.

currencies with the following notional amounts:


																	July 3, 2022								December 31, 2021
	April 3, 2022								December 31, 2021								Buy Position			Sell Position		Net Total			Buy Position			Sell Position		Net Total
	Buy Position			Sell Position		Net Total			Buy Position			Sell Position		Net Total
	(in millions)																(in millions)
Japanese Yen	$	(45.9	)	$	—	$	(45.9	)	$	(31.4	)	$	—	$	(31.4	)	$	(32.5	)	$	—	$	(32.5	)	$	(31.4	)	$	—	$	(31.4	)
Taiwan Dollar		(43.7	)		—		(43.7	)		(35.1	)		—		(35.1	)		(27.2	)		—		(27.2	)		(35.1	)		—		(35.1	)
Korean Won		(5.0	)		—		(5.0	)		(4.2	)		—		(4.2	)		(3.1	)		—		(3.1	)		(4.2	)		—		(4.2	)
British Pound Sterling		(2.9	)		—		(2.9	)		(1.8	)		—		(1.8	)		(1.0	)		—		(1.0	)		(1.8	)		—		(1.8	)
Singapore Dollar		—			75.5		75.5			—			61.9		61.9			—			40.0		40.0			—			61.9		61.9
Euro		—			42.3		42.3			—			44.9		44.9			—			39.8		39.8			—			44.9		44.9
Philippine Peso		—			3.8		3.8			—			3.9		3.9			—			3.2		3.2			—			3.9		3.9
Chinese Yuan		—			2.8		2.8			—			2.8		2.8			—			2.8		2.8			—			2.8		2.8

Total	$	(97.5	)	$	124.4	$	26.9		$	(72.5	)	$	113.5	$	41.0		$	(63.8	)	$	85.8	$	22.0		$	(72.5	)	$	113.5	$	41.0

The fair value of the outstanding contracts was a loss of ~~$0.5~~$0.1 million and $0.1 million, respectively, at ~~April~~July 3, 2022 and December 31, 2021.

Gains and losses on foreign currency forward contracts and foreign currency remeasurement gains and losses on monetary assets and liabilities are included in other (income) expense, net.

The following table summarizes the fair value of derivative instruments as of ~~April~~July 3, 2022 and December 31,

2021:


	Balance Sheet Location	April 3, 2022			December 31, 2021			Balance Sheet Location	July 3, 2022			December 31, 2021

		(in thousands)							(in thousands)
Derivatives not designated as hedging instruments:
Foreign exchange contracts	Prepayments	$	9		$	92		Prepayments	$	103		$	92
Foreign exchange contracts	Other current liabilities		(469	)		(118	)	Other current liabilities		(233	)		(118	)

Total derivatives		$	(460	)	$	(26	)		$	(130	)	$	(26	)

The following table summarizes the effect of derivative instruments recognized in the statement of operations for the three and six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021:


									Location of (Gains) Losses	For the Three Months Ended					For the Six Months Ended
	Location of (Gains) Losses		For the Three Months Ended						Recognized in	July 3,			July 4,		July 3,			July 4,
	Recognized in Statement of Operations		April 3, 2022			April 4, 2021			Statement of Operations	2022			2021		2022			2021

			(in thousands)							(in thousands)
Derivatives not designated as hedging instruments:								Derivatives not designated as hedging instruments:

Foreign exchange contracts		Other (income) expense, net	$	(1,752	)	$	2,118		Other (income) expense, net	$	(1,703	)	$	1,531	$	(3,455	)	$	3,650

~~(1)~~

~~The table does not reflect the corresponding gains and losses from the remeasurement of the monetary assets and liabilities denominated in foreign currencies.~~

~~(2)~~

~~For the three months ended April 3,~~

The above table does not reflect the corresponding gains and losses from the remeasurement of the monetary assets and liabilities denominated in foreign currencies. For the three and six months ended July 3, 2022, net losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $3.7 million and $8.0 million, respectively. For the three and six months ended July 4, 2021, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $0.1 million and $0.3 million, respectively.

~~, net losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $4.3 million.~~

~~(3)~~

~~For the three months ended April 4, 2021, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $0.2 million.~~

See Note H: “Debt” regarding derivatives related to the convertible senior notes.

~~Table of Contents~~

H. DEBT

Convertible Senior Notes

On December 12,

2016,

, Teradyne completed a private offering of ~~$460.0~~$

460.0

million aggregate principal amount of ~~1.25%~~

1.25

% convertible senior unsecured notes (the “Notes”) due

December 15, 2023

and received net proceeds, after issuance costs, of approximately ~~$450.8~~$

450.8

million, ~~$33.0~~$

33.0

million of which was used to pay the net cost of the convertible note hedge transactions ~~and $50.1~~an

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50.1

million of which was used to repurchase

2.0

million shares of Teradyne’s

common stock under its existing stock repurchase

program

from purchasers of the Notes in privately negotiated transactions effected through one of the initial purchasers or its affiliates conducted concurrently with the pricing of the Note offering. The Notes will mature on December 15, 2023, unless earlier repurchased or converted. The Notes bear interest at a rate of

1.25

% per year

payable semiannually in arrears on June 15 and December 15 of each year

. The Notes will be convertible at the option of the noteholders at any time prior to the close of business on the business day immediately preceding September 15, 2023, only under the following circumstances: (1) during any calendar quarter beginning after

March 31, 2017

(and only during such calendar quarter), if the closing sale price of Teradyne’s common stock, for at least

trading days (whether or not consecutive) during a period of

consecutive trading days ending on the last trading day of the immediately preceding

calendar

quarter is greater than

130

% of the conversion price on each applicable trading day; (2) during the

business day period after any

consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $

1,000

principal amount of Notes for each trading day of the measurement period was less than

% of the product of the closing sale price of the Teradyne’s common stock and the conversion rate on each such trading day; and (3) upon the occurrence of specified corporate events. On or after

September 15, 2023

until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Teradyne may satisfy its future conversion obligation by paying cash for the principal amount of the Notes and paying or delivering cash, shares of its common stock or a combination of cash and shares of its common stock, at Teradyne’s election for the amount in excess of principal. As of ~~April~~July 3, 2022, the conversion price was approximately $

~~31.51~~31.49

per share of Teradyne’s common stock. The conversion rate is subject to adjustment under certain circumstances. As of ~~May 6,~~August 5, 2022, ~~ninety~~

~~eight~~one hundred and six holders had exercised the option to convert $

~~373.5~~386.4

million worth of notes.

Concurrent with the offering of the Notes, Teradyne entered into convertible note hedge transactions (the “Note Hedge Transactions”) with the initial purchasers or their affiliates (the “Option Counterparties”). The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the common stock that underlie the Notes, with a strike price equal to the conversion price of the Notes of ~~$31.51.~~$31.49.

Separately and concurrent with the pricing of the Notes, Teradyne entered into warrant transactions with the Option Counterparties (the “Warrant Transactions”) in which it sold

net-share-settled

(or, at its election subject to certain conditions, cash-settled) warrants to the Option Counterparties. The Warrant Transactions currently cover, subject to customary anti-dilution adjustments, approximately 14.6 million shares of common stock. As of ~~April~~July 3, 2022, the strike price of the warrants was approximately ~~$39.54~~$39.52 per share. The strike price is subject to adjustment under certain circumstances. The Warrant Transactions could have a dilutive effect to Teradyne’s common stock to the extent that the market price per share of Teradyne’s common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants.

The Note Hedge Transactions are expected to reduce the potential dilution to Teradyne’s common stock upon any conversion of the Notes. However, the Warrant Transactions could separately have a dilutive effect to the extent that the market value per share of Teradyne’s common stock exceeds the applicable strike price of the warrant. The net cost of the Note Hedge Transactions, after being partially offset by the proceeds from the sale of the warrants, was approximately $33.0 million.

In connection with establishing their initial hedge of these convertible note hedge and warrant transactions, the Option Counterparties have entered into various derivative transactions with respect to Teradyne’s common stock and/or purchased shares of Teradyne’s common stock or other securities, including the Notes, concurrent with, or shortly after, the pricing of the Notes. In addition, the Option Counterparties may modify their hedge positions by entering into or unwinding various derivative transactions with respect to Teradyne’s common stock or by selling Teradyne’s common stock or other securities, including the Notes, in secondary market transactions (and may do so during any observation period related to the conversion of the Notes). These activities could adversely affect the value of Teradyne’s common stock and the Notes.

Originally, Teradyne

allocated $100.8 million of the $460.0 million principal amount of the Notes to the equity component, which ~~represent~~

represented a discount to the debt and

was

amortized to interest expense using the effective interest method through December 2023.

Effective January 1, 2022, Teradyne adopted ASC

2020-06

using the modified retrospective method of transition and accounts for the debt as a single liability measured at its amortized cost. As a result of the adoption, Teradyne recorded an increase of

~~$1.4~~

$1.4 million to current debt for unsettled shares, an increase of
$

1.8

~~$6.6~~ million

to deferred tax assets, an increase of $6.6 million to long-term debt for unamortized debt discount, and an increase to retained earnings of

~~$92.8~~ $94.6 million

for the reclassification of the equity component. Mezzanine equity representing unsettled shares value was reduced to 0 and additional

paid-in

capital was reduced by $99.3 million.

~~$99.3 million.~~

On November 4, 2021, Teradyne made an irrevocable election under the Indenture to require the principal portion of the remaining Notes to be settled in cash.

Debt issuance

fees

of approximately ~~$0.4~~$0.3 million,

, at ~~April~~July 3, 2022,

are being amortized to interest expense using the effective interest method over the seven-year term of the

Notes.

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The below tables represent the key components of Teradyne’s convertible senior notes:

April 3,
2022

December 31,
2021



(in thousands)

Debt principal    $ 96,285    $ 116,980
Unamortized
debt issuance fees
(1)
   410    8,554

Net carrying amount of convertible debt    $ 95,875    $ 108,426


	July 3, 2022		December 31, 2021

	(in thousands)
Debt principal	$	74,688	$	116,980
Unamortized debt issuance fees (1)		260		8,554

Net Carrying amount of convertible debt	$	74,428	$	108,426

Reported as follows:


	April 3, 2022		December 31, 2021		July 3, 2022		December 31, 2021

	(in thousands)				(in thousands)
Current debt	$	20,497	$	19,182	$	9,632	$	19,182
Long-term debt		75,378		89,244		64,796		89,244

Net carrying amount of convertible debt	$	95,875	$	108,426	$	74,428	$	108,426


	For the Three Months Ended				For the Six Months Ended
	July 3, 2022		July 4, 2021		July 3, 2022		July 4, 2021

	(in thousands)
Contractual interest expense on the coupon	$	121	$	1,072	$	432	$	2,311
Amortization of debt issuance fees recognized as interest expense (2)		64		3,511		130		7,347

Total interest expense on the convertible debt	$	185	$	4,583	$	562	$	9,658

For the Three Months
Ended


April 3,
2022

April 4,
2021



(in thousands)

Contractual interest expense on the coupon    $ 311    $ 1,239
Amortization of debt
issuance
fees recognized as interest expense (
2
)
   66    3,836

Total interest expense on the convertible debt    $ 377    $ 5,075

(1)	Unamortized debt issuance fees as of December 31, 2021 include unamortized debt discount of ~~$8.1~~$ 8.1 million, which was eliminated with the adoption of ASU 2020-6 on January 1, 2022.

(2)	Three and six months ended ~~April~~July 4, 2021 includes the amortization of debt discount component, which was eliminated with the adoption of ASU 2020-06 on January 1, 2022.

As of ~~April~~July 3, 2022, the conversion price was approximately ~~$31.51~~$31.49 per share and the

if-converted

value of the notes was ~~$355.6~~$203.5 million.

During the ~~three~~six months ended ~~April~~July 3, 2022, ~~eleven~~twenty-five debt holders elected to convert ~~$20.7~~$42.3 million of debt principal. The conversion of the debt was settled in cash for principal amount and in shares for the excess of conversion value over principal amount. The ~~0.5~~1.0 million shares issued to the debt holders were received from exercising the convertible notes hedge call options.

Additional conversions of approximately ~~$20.5~~$9.6 million of debt principal will occur in the ~~second~~third quarter of 2022 and the liability is included in current debt.

Teradyne expects to make principal interest payments of ~~$1.2~~$0.9 million in the next 12 months and ~~$1.2~~$0.5 million thereafter.

Revolving Credit Facility

On May 1, 2020, Teradyne entered into a credit agreement (the “Credit Agreement”) with Truist Bank, as administrative agent and collateral agent, and the lenders party thereto. The Credit Agreement ~~provide~~

provided for a three-year, senior secured revolving credit facility of $400.0 million (the “Credit Facility”).

On December 10, 2021, the Credit Agreement was amended to extend maturity date of the Credit Facility to December 10, 2026. The amended Credit Agreement provides that, subject to customary conditions, Teradyne may seek to obtain from existing or new lenders the available incremental amount under the Credit Facility, not to exceed the greater of $200.0 million or 15% of consolidated EBIDTA. The interest rate 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 0.75% per annum or LIBOR plus a margin ranging from 1.00% to 1.75% per annum, based on the consolidated leverage ratio of Teradyne. In addition, Teradyne will pay a commitment fee on the unused portion of the commitments under the Credit Facility ranging from 0.15% to 0.25% per annum, based on the then applicable consolidated leverage ratio.

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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 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.

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.

As of ~~May 6,~~August 5, 2022, Teradyne has 0t borrowed any funds under the credit facility and was in compliance with all covenants.

I. PREPAYMENTS

Prepayments consist of the following:


					July 3,		December 31,
	April 3, 2022		December 31, 2021		2022		2021

	(in thousands)				(in thousands)
Contract manufacturer and supplier prepayments	$	441,665	$	364,478	$	460,727	$	364,478
Prepaid maintenance and other services		14,772		13,660		17,421		13,660
Prepaid taxes		10,756		15,090		8,675		15,090
Other prepayments		12,221		13,038		11,270		13,038

Total prepayments	$	479,414	$	406,266	$	498,093	$	406,266

J. PRODUCT WARRANTY

Teradyne generally provides a

one-year

warranty on its products, commencing upon installation, acceptance 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 balance below is included in other accrued liabilities.


	For the Three Months Ended						For the Six Months Ended
	July 3,			July 4,			July 3,			July 4,
	2022			2021			2022			2021

	(in thousands)
Balance at beginning of period	$	20,105		$	23,893		$	24,577		$	16,633
Accruals for warranties issued during the period		6,429			10,197			10,530			22,078
Accruals related to pre-existing warranties		(1,611	)		(3,450	)		(4,370	)		(3,003	)
Settlements made during the period		(8,887	)		(4,964	)		(14,701	)		(10,032	)

Balance at end of period	$	16,036		$	25,676		$	16,036		$	25,676

For the Three Months

Ended


April 3,
2022

April 4,
2021



(in thousands)

Balance at beginning of period    $ 24,577    $ 16,633
Accruals for warranties issued during the period    4,100    11,881
Accruals related to
pre-existing
warranties
   (2,758 )    447
Settlements made during the period    (5,814 )    (5,068 )

Balance at end of period    $ 20,105    $ 23,893

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


	For the Three Months Ended						For the Six Months Ended
	July 3,			July 4,			July 3,			July 4,
	2022			2021			2022			2021

	(in thousands)
Balance at beginning of period	$	65,726		$	53,908		$	64,168		$	51,929
Deferral of new extended warranty revenue		9,788			16,290			21,563			23,805
Recognition of extended warranty deferred revenue		(9,723	)		(6,673	)		(19,940	)		(12,209	)

Balance at end of period	$	65,791		$	63,525		$	65,791		$	63,525

For the Three Months

Ended


April 3,
2022

April 4,
2021



(in thousands)

Balance at beginning of period    $ 64,168    $ 51,929
Deferral of new extended warranty revenue    11,774    7,517
Recognition of extended warranty deferred revenue    (10,216 )    (5,538 )

Balance at end of period    $ 65,726    $ 53,908

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K. STOCK-BASED COMPENSATION

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

Service-based 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 earlier of (a) the first anniversary of the grant date or (b) the date of the following year’s Annual Meeting of Shareholders. Teradyne expenses the cost of the restricted stock unit awards subject to service-based vesting, which is determined to be the fair market value of the shares at the date of grant, ratably over the period during which the restrictions lapse.

Performance-based restricted stock units (“PRSUs”) granted to Teradyne’s executive officers may have a performance metric based on relative total shareholder return (“TSR”). Teradyne’s three-year TSR performance is 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 0% to 200% 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 shorter of the three-year service period or the period from the grant to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. 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.

PRSUs granted to Teradyne’s executive officers may also have a performance metric based on three-year cumulative

non-GAAP

profit before interest and tax (“PBIT”) as a percent of Teradyne’s revenue.

Non-GAAP

PBIT is a financial measure equal to GAAP income from operations less restructuring and other, 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 0% to 200% 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 shorter of the three-year service period or the period from the grant date to the date described in the retirement provisions below. Compensation expense for executive officers meeting the retirement provisions prior to the grant date is recognized during the year following the grant. Compensation expense is recognized based on the number of units that are earned based upon the three-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.

a PRSU 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.

Stock

options to purchase Teradyne’s common stock at ~~100%~~

100

% of the fair market value on the grant date vest in equal annual installments over four years from the grant date and have a maximum term of seven years.

During

the ~~three~~six months ended ~~April~~

July 3,

2022

and ~~April~~

July 4,

2021,

, Teradyne granted

0.4

million and

0.3

million of service-based restricted stock unit awards to employees at a weighted average grant date fair value of $

~~111.31~~

$111.21 and $$113.23, respectively, and $0.1 million of service-based restricted stock unit awards to

non-employee

~~112.55~~

,directors at a weighted average grant date fair value of $106.91 and $127.77, respectively.

During the ~~three~~six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021, Teradyne granted 0.1 million of PBIT PRSUs with a grant date fair value of $110.84 and ~~$112.28,~~$113.65, respectively.

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During the ~~three~~six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021, Teradyne granted 0.1 million of TSR PRSUs, with a grant date fair value of $101.06 and $125.02, respectively. The fair value was estimated using the Monte Carlo simulation model with the following assumptions:

For the Three Months

Ended


April 3,
2022

April 4,
2021

Risk-free interest rate    1.4 % 0.2 %
Teradyne volatility-historical    47.1 % 43.9 %
NYSE Composite Index volatility-historical    22.7 % 22.9 %
Dividend yield    0.4 % 0.4 %


	For the Six Months Ended
	July 3, 2022			July 4, 2021
Risk-free interest rate		1.4	%		0.2	%
Teradyne volatility-historical		47.1	%		43.9	%
NYSE Composite Index volatility-historical		22.7	%		22.9	%
Dividend yield		0.4	%		0.4	%

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Expected

volatility was based on the historical volatility of Teradyne’s stock and the NYSE Composite Index 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 $

~~0.44~~

$0.44 per share divided by Teradyne’s stock price on the grant date of $

~~112.12~~

$112.12 for the 2022 grant and an estimated annual dividend amount of $

~~0.40~~

$0.40 per share divided by Teradyne’s stock price on the grant date of $

~~113.48~~

$113.48 for the 2021 grant.

During the ~~three~~six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021, Teradyne granted 0.1 million of service-based stock options to executive officers at a weighted average grant date fair value of $39.01 and $36.60, respectively.

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

For the Three Months

Ended


April 3,
2022

April 4,
2021

Expected life (years)    4.0 5.0
Risk-free interest rate    1.6 % 0.4 %
Volatility-historical    43.7 % 37.8 %
Dividend yield    0.4 % 0.4 %


	For the Six Months Ended

	July 3, 2022			July 4, 2021
Expected life (years)		4.0			5.0
Risk-free interest rate		1.6	%		0.4	%
Volatility-historical		43.7	%		37.8	%
Dividend yield		0.4	%		0.4	%

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 $0.44 per share divided by Teradyne’s stock price on the grant date of $112.12 for the 2022 grant and an estimated annual dividend amount of $0.40 per share divided by Teradyne’s stock price on the grant date of $113.48 for the 2021 grant.

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L. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Changes in accumulated other comprehensive income (loss), which are presented net of tax, consist of the following:

Foreign

Currency

Translation

Adjustment

Unrealized

Gains

(Losses) on

Marketable

Securities

Retirement

Plans Prior

Service

Credit

Total



(in thousands)

Three Months Ended April 3, 2022

Balance at December 31, 2021, net of tax of $0, $1,055, $(1,128), respectively    $ (10,818 )    $ 3,704    $ 1,166    $ (5,948 )
Other comprehensive loss before reclassifications, net of tax of $0, $(1,333), $0, respectively    (8,076 )    (5,388 )    0      (13,464 )
Amounts reclassified from accumulated other comprehensive income, net of tax of $0, $(18), $0, respectively    0      (65 )    (2 )    (67 )

Net current period other comprehensive loss, net of tax of $0, $(1,351), $0, respectively    (8,076 )    (5,453 )    (2 )    (13,531 )

Balance at April 3, 2022, net of tax of $0, $(296), $(1,128), respectively    $ (18,894 )    $ (1,749 )    $ 1,164    $ (19,479 )

Three Months Ended April 4, 2021

Balance at December 31, 2020, net of tax of $0, $1,910, $(1,126), respectively    $ 25,389    $ 6,954    $ 1,173    $ 33,516
Other comprehensive loss before reclassifications, net of tax of $0, $(908), $0, respectively    (21,123 )    (3,270 )    0      (24,393 )
Amounts reclassified from accumulated other comprehensive income, net of tax of $0, $(123), $0, respectively    0      (444 )    (2 )    (446 )

Net current period other comprehensive loss, net of tax of $0, $(1,031), $0, respectively    (21,123 )    (3,714 )    (2 )    (24,839 )

Balance at April 4, 2021, net of tax of $0, $879, $(1,126), respectively    $ 4,266    $ 3,240    $ 1,171    $ 8,677


	Foreign Currency Translation Adjustment			Unrealized Gains (Losses) on Marketable Securities			Retirement Plans Prior Service Credit			Total

	(in thousands)
Six Months Ended July 3, 2022
Balance at December 31, 2021, net of tax of $0, $1,055, $(1,128), $0, respectively	$	(10,818	)	$	3,704		$	1,166		$	(5,948	)
Other comprehensive loss before reclassifications, net of tax of $0, $(2,573), $0, respectively		(37,307	)		(9,910	)		—		$	(47,217	)
Amounts reclassified from accumulated other comprehensive income, net of tax of $0, $59, $(1), respectively		—			209			(3	)		206

Net current period other comprehensive loss, net of tax of $0, $(2,514), $(1), respectively		(37,307	)		(9,701	)		(3	)		(47,011	)

Balance at July 3, 2022, net of tax of $0, $(1,459), $(1,129), respectively	$	(48,125	)	$	(5,997	)	$	1,163		$	(52,959	)

Six Months Ended July 4, 2021
Balance at December 31, 2020, net of tax of $0, $1,910, $(1,126), respectively	$	25,389		$	6,954		$	1,173		$	33,516
Other comprehensive loss before reclassifications, net of tax of $0, $(472), $0, respectively		(15,974	)		(1,776	)		—			(17,750	)
Amounts reclassified from accumulated other comprehensive income, net of tax of $0, $(121), $(1), respectively		—			(441	)		(3	)		(444	)

Net current period other comprehensive loss, net of tax of $0, $(593), $(1), respectively		(15,974	)		(2,217	)		(3	)		(18,194	)

Balance at July 4, 2021, net of tax of $0, $1,317, $(1,127), respectively	$	9,415		$	4,737		$	1,170		$	15,322

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Reclassifications out of accumulated other comprehensive income (loss) to the statement of operations for the three and six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021 were as follows:

Details about Accumulated Other Comprehensive Income (Loss) Components

For the Three Months

Ended

Affected Line Item

in the Statements

of Operations



April 3,

April 4,


2022

2021



(in thousands)

Available-for-sale
marketable securities:

Unrealized gains, net of tax of $18 and $123, respectively

   $ 65    $ 444    Other (income)
expense, net
Defined benefit pension and postretirement plans:
Amortization of prior service
cre
dit
, net of tax of $0 and $0, respectively
   2    2    (a)

Total reclassifications, net of tax of $18 and $123, respectively    $ 67    $ 446    Net income


Details about Accumulated Other Comprehensive Income (Loss) Components	For the Three Months Ended						For the Six Months Ended					Affected Line Item in the Statements of Operations
	July 3, 2022			July 4, 2021			July 3, 2022			July 4, 2021

	(in thousands)
Available-for-sale marketable securities:
Unrealized (losses) gains, net of tax of $(77), $(2), $(59), $121, respectively	$	(274	)	$	(3	)	$	(209	)	$	441	Other (income) expense, net
Defined benefit postretirement plan:
Amortization of prior service credit, net of tax of $0, $0, $1, $1, respectively		2			2			3			3	(a)

Total reclassifications, net of tax of $(77), $(2), $(58), $122, respectively	$	(272	)	$	(1	)	$	(206	)	$	444	Net income

(a)	The amortization of prior service credit is included in the computation of net periodic postretirement benefit cost. See Note P : P: “Retirement Plans.”

M. GOODWILL AND ACQUIRED 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. In the ~~three~~six months ended ~~April~~July 3, 2022,

there were no interim indicators of impairment. Goodwill is considered impaired when the net book value of a reporting unit exceeds its estimated fair value.

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The changes in the carrying amount of goodwill by reportable segments for the ~~three~~six months ended ~~April~~July 3, 2022, were as follows:


	Industrial Automation			Wireless Test			Semiconductor Test			System Test			Total			Industrial Automation			Wireless Test			Semiconductor Test			System Test			Total

	(in thousands)															(in thousands)
Balance at December 31, 2021
Goodwill	$	405,971		$	361,819		$	262,101		$	158,699		$	1,188,590		$	405,971		$	361,819		$	262,101		$	158,699		$	1,188,590
Accumulated impairment losses		—			(353,843	)		(260,540	)		(148,183	)		(762,566	)		—			(353,843	)		(260,540	)		(148,183	)		(762,566	)

Total goodwill		405,971			7,976			1,561			10,516			426,024
Total Goodwill																	405,971			7,976			1,561			10,516			426,024

Foreign currency translation adjustment		(6,122	)		0			(14	)		0			(6,136	)		(28,225	)		—			(66	)		—			(28,291	)

Balance at April 3, 2022
Balance at July 3, 2022
Goodwill		399,849			361,819			262,087			158,699			1,182,454			377,746			361,819			262,035			158,699			1,160,299
Accumulated impairment losses		—			(353,843	)		(260,540	)		(148,183	)		(762,566	)		—			(353,843	)		(260,540	)		(148,183	)		(762,566	)

Total goodwill	$	399,849		$	7,976		$	1,547		$	10,516		$	419,888
Total Goodwill																$	377,746		$	7,976		$	1,495		$	10,516		$	397,733

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.

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


	Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation Adjustment			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Foreign Currency Translation Adjustment			Net Carrying Amount

	(in thousands)
Balance at April 3, 2022

Balance at July 3, 2022											(in thousands)
Developed technology	$	272,547	$	(226,648	)	$	(4,565	)	$	41,334	$	272,547	$	(229,766	)	$	(6,182	)	$	36,599
Customer relationships		57,739		(49,492	)		194			8,441		57,739		(50,058	)		149			7,830
Tradenames and trademarks		59,387		(38,494	)		(822	)		20,071		59,387		(39,706	)		(1,601	)		18,080

Total intangible assets	$	389,673	$	(314,634	)	$	(5,193	)	$	69,846	$	389,673	$	(319,530	)	$	(7,634	)	$	62,509

Balance, December 31, 2021
Developed technology	$	272,547	$	(223,413	)	$	(4,093	)	$	45,041	$	272,547	$	(223,413	)	$	(4,093	)	$	45,041
Customer relationships		57,739		(48,921	)		209			9,027		57,739		(48,921	)		209			9,027
Tradenames and trademarks		59,387		(37,237	)		(583	)		21,567		59,387		(37,237	)		(583	)		21,567

Total intangible assets	$	389,673	$	(309,571	)	$	(4,467	)	$	75,635	$	389,673	$	(309,571	)	$	(4,467	)	$	75,635

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Aggregate

intangible asset amortization expense was $4.9 million and $9.9 million, respectively, for the three and six months ended ~~April~~July 3, 2022 and ~~April 4, 2021 was $~~

~~5.1~~

$5.4 million and $

~~5.5~~

$10.9 million, ~~respectively.~~respectively, for the three and six months ended July 4, 2021.

Estimated intangible asset amortization expense for each of the five succeeding fiscal years

and thereafter

is as follows:


Year	Amortization Expense		Amortization Expense
	(in thousands)		(in thousands)
2022	$	14,879	$	9,547
2023		19,377		18,642
2024		19,069		18,336
2025		11,456		11,154
2026		2,404		2,333
Thereafter		2,661		2,497

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N. 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
	April 3,		April 4,
	2022		2021		For the Three Months Ended				For the Six Months Ended
					July 3, 2022		July 4, 2021		July 3, 2022		July 4, 2021
	(in thousands, except per share amounts)
					(in thousands, except per share amounts)
Net income for basic and diluted net income per share	$	161,928	$	205,512	$	197,787	$	328,319	$	359,715	$	533,831

Weighted average common shares-basic		162,048		166,491		159,563		165,995		160,805		166,243
Effect of dilutive potential common shares:
Convertible note hedge warrant shares (1)		10,028		9,429		9,029		10,073		9,528		9,751
Incremental shares from assumed conversion of convertible notes (2)		2,541		10,310		1,900		9,578		2,220		9,944
Restricted stock units		875		1,395		581		1,015		730		1,205
Stock options		69		108		54		78		61		93
Employee stock purchase plan		14		7		32		11		23		9

Dilutive potential common shares		13,527		21,249		11,596		20,755		12,562		21,002

Weighted average common shares-diluted		175,575		187,740		171,159		186,750		173,367		187,245

Net income per common share-basic	$	1.00	$	1.23	$	1.24	$	1.98	$	2.24	$	3.21

Net income per common share-diluted	$	0.92	$	1.09	$	1.16	$	1.76	$	2.07	$	2.85

(1)

Convertible notes hedge warrant shares were calculated using the difference between the average Teradyne stock price for the period and the warrant price, ~~of $39.54,~~ multiplied by ~~14.6 million~~

the number of warrant

shares. The result of this calculation, representing the total intrinsic value of the warrant, was divided by the average Teradyne stock price for the period.

(2)

Incremental shares from assumed conversion of the convertible notes were calculated using the difference between the average Teradyne stock price for the period and the conversion price, ~~of $31.51,~~ multiplied by ~~3.4 million~~

the number of convertible notes

shares. The result of this calculation, representing the total intrinsic value of the convertible debt, was divided by the average Teradyne stock price for the period.

The computation of diluted net income per common share for the three and six months ended ~~April~~July 3, 2022 excludes the effect of the potential vesting of 0.1 million and ~~April~~0.2 million, respectively, of restricted stock units because the effect would have been anti-dilutive.

The computation of diluted net income per common share for the three and six months ended July 4, 2021 excludes the effect of the potential vesting of 0.1 million and 0.1 million, respectively, of restricted stock units because the effect would have been anti-dilutive.

O. RESTRUCTURING AND OTHER

During the three months ended ~~April~~July 3, 2022 and July 4, 2021, Teradyne recorded a charge of $1.5 million and $1.7 million, respectively, for an increase in environmental and legal liabilities.

During the six months ended July 3, 2022, Teradyne recorded a charge of $14.7

million related to the arbitration claim filed against Teradyne and AutoGuide related to an

earn-out

dispute, which was settled

March

25,

2022 for $26.7 ~~million.~~million, and a charge of $2.0 million for an increase in environmental and legal liabilities. Previously, in the three months ended December 31, 2021, Teradyne recorded a charge of ~~$12.0~~$12 million related to this

earn-out

dispute.

During the ~~three~~six months ended ~~April~~July 4, 2021, Teradyne recorded a gain of $7.2

million for the decrease in the fair value of the AutoGuide contingent consideration ~~liability.~~

liability, partially offset by a charge of $1.7 million for an increase in environmental and legal liabilities.

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P. 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 as defined by ASC 715. The pension asset or liability represents a difference between the fair value of the pension plan’s assets and the projected benefit obligation at December 31. Teradyne uses a December 31 measurement date for all of its plans.

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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 the U.S. qualified pension plan 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 (the “IRC”), as well as unfunded qualified foreign plans.

In the

~~three~~

six months ended ~~April~~

July 3,

2022

and ~~April~~

July 4,

2021,

, Teradyne contributed $

~~0.8~~

$1.6 million and $

~~0.8~~

$1.7 million, respectively, to the U.S. supplemental executive defined benefit pension plan,

and $

~~0.3~~

$0.5 million and $

~~0.3~~

$0.5 million, respectively, to certain qualified pension plans for

non-U.S.

subsidiaries.

For the three and six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021, Teradyne’s net periodic pension cost was comprised of the following:


													For the Three Months Ended
													July 3, 2022						July 4, 2021
													United States			Foreign			United States			Foreign

													(in thousands)
Service cost													$	397		$	180		$	452		$	245
Interest cost														1,221			120			1,096			88
Expected return on plan assets														(732	)		(18	)		(936	)		(17	)
Net actuarial gain														(45	)		—			(400	)		—

Total net periodic pension cost													$	841		$	282		$	212		$	316

	For the Three Months Ended
	April 3, 2022						April 4, 2021						For the Six Months Ended
													July 3, 2022						July 4, 2021
	United States			Foreign			United States			Foreign			United States			Foreign			United States			Foreign

	(in thousands)												(in thousands)
Service cost	$	397		$	206		$	453		$	243		$	794		$	386		$	905		$	491
Interest cost		1,222			118			1,100			87			2,443			238			2,196			175
Expected return on plan assets		(732	)		(20	)		(936	)		(16	)		(1,463	)		(38	)		(1,872	)		(33	)
Net actuarial gain														(45	)		—			(400	)		—

Total net periodic pension cost	$	887		$	304		$	617		$	314		$	1,729		$	586		$	829		$	633

Postretirement Benefit Plan

In addition to receiving pension benefits, Teradyne employees in the United States 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 and six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021, Teradyne’s net periodic postretirement benefit cost (credit) was comprised of the following:


	For the Three Months Ended						For the Three Months Ended						For the Six Months Ended
	April 3, 2022			April 4, 2021			July 3, 2022			July 4, 2021			July 3, 2022			July 4, 2021

	(in thousands)						(in thousands)
Service cost	$	17		$	16		$	15		$	17		$	32		$	33
Interest cost		44			44			45			41			88			85
Amortization of prior service credit		(2	)		(2	)		(2	)		(2	)		(4	)		(4	)
Net actuarial loss (gain)								54			(228	)		54			(228	)

Total net periodic postretirement benefit cost	$	59		$	58
Total net periodic postretirement benefit cost (credit)							$	112		$	(172	)	$	170		$	(114	)

2123

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Q. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

As of ~~April~~July 3, 2022, Teradyne had entered into purchase commitments for certain components and materials. The purchase commitments covered by the agreements aggregate to approximately ~~$904.0~~$1,006.8 million, of which ~~$826.7~~$870.5 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 such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.

On March 8, 2021, Industrial Automation LLC, sellers of AutoGuide, submitted a demand for arbitration against Teradyne and AutoGuide in Wilmington, Delaware alleging that Teradyne and AutoGuide breached certain provisions of the Membership Interests Purchase Agreement (the “Purchase Agreement”), dated as of October 18, 2019, among Industrial Automation LLC, Teradyne and AutoGuide. The arbitration demand sought

~~ful~~

l full acceleration of the maximum

earn-out

amount payable under the Purchase Agreement, or $106.9

million, for the alleged breach of the

earn-out

provisions of the Purchase Agreement. On March ~~21,~~

, 2022, the arbitration claim was settled for

~~$26.7~~

$26.7 million. As a result, Teradyne has no remaining ~~earn-~~

~~out~~earn-out

obligations.

Guarantees and Indemnification Obligations

Teradyne provides indemnification, to the extent permitted by law, to its officers, directors, employees and agents for liabilities arising from certain events or occurrences, while the officer, director, employee, or agent, is or was serving, at Teradyne’s request in such capacity. Teradyne may enter into indemnification agreements with certain of its officers and directors. With respect to acquisitions, Teradyne provides indemnifications to or assumes indemnification obligations for the current and former directors, officers and employees of the acquired companies in accordance with the acquired companies’

by-laws

and ~~charter.~~charters. As a matter of practice, Teradyne has maintained directors’ and officers’ liability insurance coverage, including coverage for directors and officers of acquired companies.

Teradyne enters into agreements in the ordinary course of business with customers, resellers, distributors, integrators and suppliers. Most of these agreements require Teradyne to defend and/or indemnify the other party against intellectual property infringement claims brought by a third party with respect to Teradyne’s products. From time to time, Teradyne also indemnifies customers and business partners for damages, losses and liabilities they may suffer or incur relating to personal injury, personal property damage, product liability, breach of confidentiality obligations and environmental claims relating to the use of Teradyne’s products and services or resulting from the acts or omissions of Teradyne, its employees, authorized agents or subcontractors. On occasion, Teradyne has also provided guarantees to customers regarding the delivery and performance of its products, in addition to the warranty described below.

As a matter of ordinary course of business, Teradyne warrants that its products will substantially perform in accordance with its standard published specifications in effect at the time of delivery. Most warranties have a

one-year

duration commencing from installation. A provision is recorded upon revenue recognition to cost of revenues for estimated warranty expense based upon historical experience. When Teradyne receives revenue for extended warranties beyond the standard duration, the revenue is deferred and recognized on a straight-line basis over the contract period. Related costs are expensed as incurred. As of ~~April~~July 3, 2022 and December 31, 2021,

Teradyne had a product warranty accrual of ~~$20.1~~$16.0 million and $24.6 million, respectively, included in other accrued liabilities, and revenue deferrals related to extended warranties of ~~$65.7~~$65.8 million and $64.2 million, respectively, included in short and long-term deferred revenue and customer advances.

In addition, in the ordinary course of business, Teradyne provides minimum purchase guarantees to certain vendors to ensure continuity of supply against the market demand. Although some of these guarantees provide penalties for cancellations and/or modifications to the purchase commitments as the market demand decreases, most of the guarantees do not. Therefore, as the market demand decreases, Teradyne

re-evaluates

these guarantees and determines what charges, if any, should be recorded.

With respect to its agreements covering product, business or entity divestitures and acquisitions, Teradyne provides certain representations, warranties and covenants to purchasers and agrees to indemnify and hold such purchasers harmless against breaches of such representations, warranties and covenants. Many of the indemnification claims have a definite expiration date while some remain in force indefinitely. With respect to its acquisitions, Teradyne may, from time to time, assume the liability for certain events or occurrences that took place prior to the date of acquisition.

~~Table of Contents~~

As a matter of ordinary course of business, Teradyne occasionally guarantees certain indebtedness obligations of its subsidiary companies, limited to the borrowings from financial institutions, purchase commitments to certain vendors, and lease commitments to landlords.

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Based on historical experience and information known as of ~~April~~July 3, 2022 and December 31, 2021, except for product warranty, Teradyne has not recorded any liabilities for these guarantees and obligations because the amount would be immaterial.

R. INCOME TAXES

A reconciliation of the United States federal statutory corporate tax rate to Teradyne’s effective tax rate was as follows:


	For the Three Months Ended						For the Three Months Ended						For the Six Months Ended
	April 3, 2022			April 4, 2021			July 3, 2022			July 4, 2021			July 3, 2022			July 4, 2021

US statutory federal tax rate		21.0	%		21.0	%
U.S. statutory federal tax rate								21.0	%		21.0	%		21.0	%		21.0	%
Non-deductible officers’ compensation		1.1			0.8			1.4			0.8			1.3			0.8
Discrete benefit related to equity compensation		(6.6	)		(6.2	)
Foreign taxes		(3.4	)		(4.7	)		(3.2	)		(4.3	)		(3.3	)		(4.5	)
Tax credits		(1.6	)		(1.3	)		(2.0	)		(1.2	)		(1.8	)		(1.2	)
International provisions of the U.S. Tax Cuts and Jobs Act of 2017		(1.3	)		(1.5	)		(1.0	)		(1.7	)		(1.2	)		(1.6	)
Discrete benefit related to equity compensation								(0.2	)		(0.2	)		(2.9	)		(2.4	)
Other, net		1.0			0.2			1.1			0.1			1.0			0.1

Effective tax rate		10.2	%		8.3	%		17.1	%		14.5	%		14.1	%		12.2	%

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 ~~April~~July 3, 2022, 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-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 ~~April~~July 3, 2022 and December 31, 2021, Teradyne had $14.6 million and $14.5 million, respectively, of reserves for uncertain tax positions. The $0.1 million net increase in reserves for uncertain tax positions isconsists of an increase related to U.S. federal research and development credits generated in the current ~~year.~~year partially offset by the release of reserves related to prior year loss carryforwards.

As of ~~April~~July 3, 2022, Teradyne ~~estimates that it is reasonably possible that~~does not anticipate a material change in the balance of unrecognized tax benefits ~~may decrease approximately $0.2 million in~~during the next twelve ~~months because of a lapse of statutes of limitation. The estimated decrease relates to loss carryforwards.~~months.

Teradyne recognizes interest and penalties related to income tax matters in income tax expense. As of ~~April~~July 3, 2022 and December 31, 2021, $0.3 million and $0.3 million, respectively, of interest and penalties were accrued for uncertain tax positions. For the ~~three~~six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021, an expense of $0.1 million and ~~$0.1~~$0.2 million, respectively, was recorded for interest and penalties related to income tax 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 ~~three~~six months ended ~~April~~July 3, 2022 was ~~$3.5~~$8.3 million, or ~~$0.02~~$0.05 per diluted share. The tax savings due to the tax holiday for the ~~three~~six months ended ~~April~~July 4, 2021 was ~~$6.2~~$15.9 million, or ~~$0.03~~$0.08 per diluted share. In November 2020, Teradyne entered into an agreement with the Singapore Economic Development Board which extended ~~our~~

its

Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2020. The new tax holiday is scheduled to expire on December 31, 2025.

S. SEGMENT INFORMATION

Teradyne has ~~4reportable~~4 reportable segments (Semiconductor Test, System Test, Industrial Automation and Wireless Test). Each of the reportable segments is also an individual operating segment.

~~Table of Contents~~

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 and system level test, and circuit-board test. The Industrial Automation segment includes operations related to the design, manufacturing and marketing of collaborative robotic arms, autonomous mobile robots and advanced robotic control software. The Wireless Test segment includes operations related to the design, manufacturing and marketing of wireless test products and services. 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 (loss) 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, 2021.

Segment information for the three and six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021 is as follows:


	Semiconductor Test		System Test		Industrial Automation			Wireless Test		Corporate and Eliminations			Consolidated		Semiconductor Test		System Test		Industrial Automation			Wireless Test		Corporate and Eliminations			Consolidated

	(in thousands)														(in thousands)
Three Months Ended April 3, 2022
Three Months Ended July 3, 2022
Revenues	$	482,341	$	118,668	$	103,189		$	51,518	$	(346	)	$	755,370	$	541,348	$	134,702	$	101,055		$	63,854	$	(193	)	$	840,766
Income (loss) before income taxes (1)(2)		149,705		41,322		(5,098	)		18,619		(24,189	)		180,359		177,782		54,042		(6,406	)		25,393		(12,219	)		238,592
Total assets (3)		1,296,070		187,283		675,560			113,821		1,336,420			3,609,154		1,449,878		229,359		644,099			118,445		1,046,645			3,488,426
Three Months Ended April 4, 2021
Three Months Ended July 4, 2021
Revenues	$	528,063	$	132,837	$	79,951		$	40,898	$	(143	)	$	781,606	$	833,976	$	104,819	$	92,186		$	54,893	$	(146	)	$	1,085,728
Income (loss) before income taxes (1)(2)		176,368		51,061		(12,967	)		9,616		(85	)		223,993		337,302		33,954		(9,837	)		21,472		1,135			384,026
Total assets (3)		1,243,358		179,195		672,596			104,367		1,520,201			3,719,717		1,518,941		146,296		687,022			117,702		1,530,961			4,000,922
Six Months Ended July 3, 2022
Revenues															$	1,023,688	$	253,371	$	204,244		$	115,372	$	(539	)	$	1,596,136
Income (loss) before income taxes (1)(2)																327,487		95,365		(11,504	)		44,012		(36,409	)		418,951
Total assets (3)																1,449,878		229,359		644,099			118,445		1,046,645			3,488,426
Six Months Ended July 4, 2021
Revenues															$	1,362,039	$	237,656	$	172,137		$	95,791	$	(289	)	$	1,867,334
Income (loss) before income taxes (1)(2)																513,670		85,015		(22,804	)		31,088		1,050			608,019
Total assets (3)																1,518,941		146,296		687,022			117,702		1,530,961			4,000,922

(1)

Included in Corporate and Eliminations are: legal

and environmental

fees, contingent consideration fair value adjustments, interest income, interest expense, severance charges, net foreign exchange gains (losses), acquisition related charges and compensation, pension, intercompany eliminations and for the three and six months ended ~~April~~July 4, 2021, loss on convertible debt conversions.

(2)	Included in income (loss) before taxes are charges and credits related to restructuring and other, inventory charges and, for the three and six months ended ~~April~~July 4, 2021, loss on convertible debt conversions.

(3)	Total assets are attributable to each segment. Corporate assets consist of cash and cash equivalents, marketable securities, and certain other assets.

Included in each segment 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, 2022		April 4, 2021			July 3, 2022		July 4, 2021		July 3, 2022		July 4, 2021

	(in thousands)					(in thousands)
Semiconductor Test:

Cost of revenues—inventory charge	$	—	$	1,079		$	2,071	$	—	$	2,315	$	1,234
Industrial Automation:
Cost of revenues—inventory charge	$	—	$	1,221		$	831	$	—	$	1,197	$	1,285
Restructuring and other—acquisition related expenses and compensation							—		—		—		550
Wireless:
Cost of revenues—inventory charge	$	877	$	—		$	2,099	$	—	$	2,976	$	672
Corporate and Eliminations :
Restructuring and other— legal settlement charge	$	14,700	$	0
Corporate and Eliminations:
Restructuring and other—other						$	1,500	$	1,700	$	2,000	$	1,846
Restructuring and other—legal settlement charge							—		—		14,700		—
Other (income) expense, net—loss on convertible debt conversions							—		1,175		—		5,244
Restructuring and other—AutoGuide contingent consideration adjustment		0		(7,227	)		—		—		—		(7,227	)
Other (income) expense, net—loss on convertible debt conversion s		0		4,069
Restructuring and other—acquisition related expenses and compensation		0		(513	)		—		—		—		(513	)

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T. SHAREHOLDERS’ EQUITY

Stock Repurchase Program

In January 2021, Teradyne’s Board of Directors cancelled the January 2020 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. Teradyne intends to repurchase a minimum of $750.0 million of its common stock

2022.

During

the ~~three~~six months ended ~~April~~July 3, 2022, Teradyne repurchased ~~1.8~~5.0 million shares of common stock for ~~$201.5~~$532.8 million at an average price of ~~$115.12~~$107.50 per share. During the ~~three~~six months ended ~~April~~July 4, 2021, Teradyne repurchased ~~0.4~~1.6 million shares of common stock for ~~$45.2~~$196.6 million at an average price of ~~$120.73~~$125.69 per share. The cumulative repurchases under the $2.0 billion common stock repurchase program as of ~~April~~July 3, 2022 were ~~6.5~~9.7 million shares of common stock for ~~$801.5~~$1,132.8 million at an average price per share of ~~$122.89.~~
$116.45.

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 2022 and May 2022, Teradyne’s Board of Directors declared a ~~10% increase in the~~ quarterly cash dividend ~~to $0.11~~

$0.11 per share. Dividend payments for the three and six months ended ~~April~~July 3, 2022 were ~~$17.9 million.~~ $17.5 million and $35.4 million, respectively.

In January 2021 and May 2021, Teradyne’s Board of Directors declared a quarterly cash dividend of $0.10 per share. Dividend payments for the three and six months ended ~~April~~July 4, 2021 were ~~$16.7 million.~~
$16.6 million and $33.3 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.

Table of Contents

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, 2021. 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 many industries including the consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our industrial automation products include collaborative robotic arms, autonomous mobile robots (“AMRs”) and advanced robotic control software used by global manufacturing, logistics and light industrial customers to improve quality, increase manufacturing and material handling efficiency and decrease manufacturing and logistics costs. Our automatic test equipment and industrial automation products and services include:

semiconductor test (“Semiconductor Test”) systems;

storage and system level test (“Storage Test”) systems, defense/aerospace (“Defense/Aerospace”) test instrumentation and 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.

The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive significant demand for our test products both through direct sales and sales to the customers’ supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of significant customers for the foreseeable future.

In 2022, we expect lower demand in the mobility ~~segment~~and compute segments of our Semiconductor Test business due to aend market slowdown in these segments as well as slower technology transition in one of our largest

end-markets.

While there is uncertainty if end markets will recover in 2023, the ramp of 3 nanometer starting in 2023 followed by gate-all-around and increasing multichip packaging remain unaltered drivers of growth. We expect ~~this demand to accelerate in 2023 as a result of the expected ramp in 3 nanometer volume production. We also expect~~Semiconductor Test demand in the ~~automotive segment~~automation and industrial segments to ~~strengthen through~~remain strong in 2022.

Our Industrial Automation segment consists of Universal Robots A/S (“UR”), a leading supplier of collaborative robotic arms, Mobile Industrial Robots A/S (“MiR”), a leading maker of AMRs for industrial automation and AutoGuide, LLC (“AutoGuide”), a maker of high payload AMRs. The market for our Industrial Automation segment products is dependent on the adoption of new automation technologies by large manufacturers as well as small and medium enterprises (SMEs) throughout the world.

We expect our UR and MiR businesses to continue to grow in 2022, while our AutoGuide business will focus on continuing to invest to scale and integrate high payload AMR solutions.

Both our test and industrial automation businesses ~~will~~may continue to be impacted by supply constraints, which will in turn impact our revenue and ~~may,~~is expected to, along with inflation, increase costs in 2022. Through the second quarter of 2022, inflation has not had a material impact on our results. In the second quarter 2022, we were unable to supply approximately $40 million of revenue in our test businesses for which we had customer demand. Our third quarter 2022 forecast excludes approximately $50 million of revenue, primarily in our test businesses, due to these continued supply chain constraints.

Our corporate strategy continues to focus on profitably gaining market share in our test businesses through the introduction of differentiated products that target expanding segments and accelerating growth through continued investment in our Industrial Automation businesses. We plan to execute on our strategy while balancing capital allocations between returning capital to our shareholders through stock repurchases and dividends and using capital for opportunistic acquisitions.

Impact of the

COVID-19

Pandemic on our Business

The novel coronavirus

(COVID-19)

pandemic resulted in government authorities implementing numerous measures in an effort to contain the spread of the virus, such as travel bans and restrictions, limitations on gatherings or social distancing requirements, quarantines,

shelter-in-place

orders, vaccination and testing mandates, and business limitations and shutdowns. These measures have impacted our

day-to-day

operations and disrupted our business, workforce and operations, as well as the operations of our customers, contract manufacturers and suppliers. We are continuing to monitor the rapidly evolving situation regarding the

COVID-19

pandemic, particularly in China, and the availability and impact of vaccinations globally. However, we are unable to accurately predict the full

2628

impact of

COVID-19,

which will depend on future developments that are highly uncertain and cannot be predicted with accuracy, including, but not limited to, any new surges or new strains or variants of the virus in areas where we do business, the availability and use of vaccinations, any further government actions to contain the virus or treat its impact, continuing shutdowns in China, and how quickly and to what extent normal economic and operating conditions can resume.

Due to the

COVID-19

pandemic, there has been uncertainty and disruption in the global economy and our markets. We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of ~~May 6,~~August 5, 2022, the date of issuance of this Quarterly Report on Form

10-Q.

Health and Safety

In response to the

COVID-19

pandemic, we have taken proactive, aggressive action to protect the health and safety of our employees, customers, contract manufacturers and suppliers, and we have complied with all government orders around the globe. The spread of

COVID-19

has caused us to modify our business practices, ~~including~~which includes implementing social distancing protocols, ~~suspending~~limiting employee travel and requiring employees to work ~~remotely and cancelling physical participation in meetings.~~remotely. We may take further actions as may be required or recommended by government authorities or that we determine are in the best interests of our employees, customers, contract manufacturers and suppliers.

Operations

We believe the

COVID-19

pandemic, and the numerous measures implemented by authorities in response, has adversely impacted our results of operations, including by increasing costs, but we cannot accurately estimate the amount of the impact to our ~~first~~second quarter of 2022 financial results or to our future financial results. In addition, the pandemic has disrupted our contract manufacturers and suppliers, and has resulted in supply constraints and in short-term cost increases to meet customer demand. While the duration and severity of the pandemic may further impact our workforce and operations, as well as those of our customers, contract manufacturers and suppliers, we expect that our manufacturing facilities will remain operational, at sufficient capacity to support production ~~demand.~~based on demand and the availability of supply. We are monitoring our operations closely in an effort to avoid any potential productivity ~~loss~~losses caused by responses to the

COVID-19

pandemic.

~~Supply~~

~~We have experienced interruptions to our supply chain as a result of the~~

~~COVID-19~~

~~pandemic. Our suppliers have faced and may continue to face difficulties maintaining operations in light of~~

~~COVID-19~~

disruptions and government-ordered restrictions. Our supply chain team, and our suppliers, continue to manage numerous supply, production, and logistics obstacles caused by the pandemic. There is no assurance that these efforts will be successful. The

~~COVID-19~~

pandemic may continue to disrupt our ability to obtain components required to manufacture our products, adversely affecting our operations and in some instances resulting in higher costs and delays, both for obtaining components and shipping finished goods to customers.

Demand

The

COVID-19

pandemic has significantly increased economic uncertainty in our markets. Demand for our Test products in China and other countries was strong throughout 2021 and in the first ~~quarter~~half of ~~2022. The~~2022, but the

COVID-19

pandemic could cause further economic disruption that could cause demand for our products to decline, which would adversely affect our business.

Liquidity

Although there is continued uncertainty related to the impact of the

COVID-19

pandemic on our future results, we believe our business model and our current cash reserves leave us well-positioned to manage our business through this crisis. We have a strong balance sheet, as well as an operating model that we believe is capable of flexing up and down with extreme demand swings while still remaining profitable. Based on our analysis, we believe our existing balances of cash and cash equivalents and our currently anticipated operating cash flows will be sufficient to meet our working capital needs and other capital and liquidity requirements for the next twelve months. However, due to the uncertainty related to the future impact of the

COVID-19

pandemic, in order to bolster our liquidity position, on May 1, 2020 we entered into a credit agreement providing for a three-year, senior secured revolving credit facility of $400 million. On December 10, 2021, we amended the credit agreement to extend its maturity to December 10, 2026 as further described in Note H: “Debt.” As of ~~May 6,~~August 5, 2022, we have not borrowed any funds under the credit facility.

We are continuing to monitor the evolving situation regarding the

COVID-19

pandemic, the availability of vaccinations where we do business and guidance from government authorities around the world. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As a result, given the uncertain nature of this situation, we are not able to accurately predict the full extent of the impact of

COVID-19

on our business, financial condition, results of operations, liquidity, or cash flows in the future.

Supply Chain Constraints and Inflationary Pressures

The global supply shortage of electrical components, including semiconductor chips, continued to impact our supply chain in the second quarter of 2022. As a result, we experienced, and expect to continue to experience, increases in our lead times and costs for certain components for certain of our products. In addition, while not material, inflationary pressures contributed to increased costs for product components and wage inflation, impacting our cost of products, gross margin and profit for the quarter. Our supply chain team, and our suppliers, continue to manage numerous supply, production, and logistics obstacles. While not material through the second quarter of 2022, in an effort to mitigate these risks, in some cases, we have incurred higher costs due to investment in supply chain resiliency and to secure available inventory or have extended or placed

non-cancellable

purchase commitments with semiconductor suppliers, which introduces inventory risk if our forecasts and assumptions prove inaccurate. We have also sourced components from additional suppliers and multi-sourced and

pre-ordered

components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced. There is no assurance that these efforts will be successful. In the second quarter 2022, we were unable to supply approximately $40 million of revenue in our test businesses for which we had customer demand. Our third quarter 2022 forecast excludes approximately $50 million of revenue, primarily in our test businesses, due to these continued supply chain constraints.

2729

Impact of Russia’s invasion of Ukraine on our Business

~~We currently do~~Russia’s invasion of Ukraine, in February 2022, did not ~~expect~~have a significant impact on our ~~results of operations in the future due to Russia’s invasion of Ukraine,~~business as we have minimal business in Russia and Ukraine, both directly and indirectly. However, following the invasion, the U.S. and other countries imposed significant sanctions against the Russian government and many Russian companies and individuals. Although Teradyne does not have significant operations in Russia, the sanctions ~~could impact~~and Russia’s response to the sanctions, have impacted Teradyne’s business in other countries and could have a negative impact on the Company’s future revenue and supply chain, either of which could adversely affect Teradyne’s business and financial results. In addition, the global economic uncertainty following the invasion, sanctions and Russia’s response to the sanctions could impact demand for our products.

See Part II—Item 1A, “Risk Factors,” included in our Annual Report on Form

10-K

for the fiscal year ended December 31, 2021 for our risk factors regarding risks associated with both the

COVID-19

pandemic and international conflicts.

Critical Accounting Policies and Estimates

We have identified the policies which are critical to understanding our business and our results of operations. There have been no significant changes during the ~~three~~six months ended ~~April~~July 3, 2022 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, 2021, except as noted below.

Critical accounting estimates are complex and may require significant judgment by management. Changes to the underlying assumptions may have a material impact on our financial condition and results of operations. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ significantly from these estimates under different assumptions or conditions.

Convertible Debt

We adopted Accounting Standards Update (“ASU”) ASU

2020-06

–

“Debt—Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity,”

on January 1, 2022 using the modified retrospective method of adoption

Under ASU

2020-06,

we account for a convertible debt instrument as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. Unsettled shares are recorded in current debt, and there is no recognition of a debt discount, which was previously amortized to interest expense. We use the

if-converted

method in the diluted EPS calculation for convertible instruments. As a result of adoption, we recorded an increase of $1.4 million to current debt for unsettled shares, an increase of $1.8 million to deferred tax assets, an increase of $6.6 million to long-term debt for unamortized debt discount, and an increase to retained earnings of ~~$92.8~~$94.6 million for the reclassification of the equity component. Mezzanine equity representing unsettled shares value was reduced to zero and additional

paid-in

capital was reduced by $99.3 million.

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 under different assumptions or conditions.

2830

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, 2022			April 4, 2021
							July 3, 2022			July 4, 2021			July 3, 2022			July 4, 2021
Percentage of revenues:
Revenues:
Products		83	%		85	%		83	%		88	%		83	%		86	%
Services		17			15			17			12			17			14

Total revenues		100			100			100			100			100			100
Cost of revenues:
Cost of products		32			34			33			36			32			35
Cost of services		8			7			7			5			7			5

Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)		40			41			40			40			40			41

Gross profit		60			59			60			60			60			59
Operating expenses:
Selling and administrative		19			17			17			13			18			14
Engineering and development		14			13			13			10			14			11
Acquired intangible assets amortization		1			1			—			—			1			1
Restructuring and other		2			(1	)		—			—			1			—

Total operating expenses		36			29			31			24			33			26

Income from operations		25			30			29			36			27			33
Non-operating (income) expense:
Interest income		—			—			—			—			—			—
Interest expense		—			1			—			1			—			1
Other (income) expense, net		1			—			1			—			1			—

Income before income taxes		24			29			28			35			26			33
Income tax provision		2			2			5			5			4			4

Net income		21	%		26	%		24	%		30	%		23	%		29	%

Results of Operations

~~First~~Second Quarter 2022 Compared to ~~First~~Second Quarter 2021

Revenues

Revenues by our reportable segments were as follows:


								For the Three Months Ended
	April 3, 2022		April 4, 2021		Dollar Change			July 3, 2022			July 4, 2021			Dollar Change

	(in millions)							(in millions)
Semiconductor Test	$	482.3	$	528.1	$	(45.8	)	$	541.3		$	834.0		$	(292.7	)
System Test		118.7		132.8		(14.1	)		134.7			104.8			29.9
Industrial Automation		103.2		80.0		23.2			101.1			92.2			8.9
Wireless Test		51.5		40.9		10.6			63.9			54.9			9.0
Corporate and Eliminations									(0.2	)		(0.1	)		(0.1	)

	$	755.4	$	781.7	$	(26.3	)	$	840.8		$	1,085.7		$	(244.9	)

The decrease in Semiconductor Test revenues of ~~$45.8~~$292.7 million, or ~~8.7%~~35.1%, was driven primarily by lower tester sales in high performance compute processor and ~~industrial~~mobile applications, and lower memory test sales of flash memory testers. The ~~decrease~~increase in System Test revenues of ~~$14.1~~$29.9 million, or ~~10.6%~~28.5%, was primarily due to ~~lower~~higher sales in Storage Test of system level and hard disk drive ~~testers, partially offset by greater sales in Defense/Aerospace and Production Board Test.~~testers. The increase in Industrial Automation revenues of ~~$23.2~~$8.9 million, or ~~29.0%~~9.7%, was driven primarily by higher demand for UR’s collaborative robotic arms and MiR’s autonomous mobile robots. The rise in Wireless Test revenues of ~~$10.6~~$9.0 million, or ~~25.9%~~16.4%, was primarily due to increase in connectivity test ~~products and higher demand in ultra-wide band wireless test.~~products.

2931

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, 2022			April 4, 2021			July 3, 2022			July 4, 2021

Taiwan								25	%		44	%
Korea								17			9
United States								14			9
China		19	%		19	%		13			15
Taiwan		18			33
United States		15			10
Korea		13			8
Europe		10			7			8			5
Thailand								6			3
Malaysia								5			2
Japan		6			3			5			5
Malaysia		5			4
Thailand		5			7
Philippines								3			6
Singapore		4			3			2			1
Philippines		2			4
Rest of World		3			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									For the Three Months Ended
	April 3, 2022			April 4, 2021			Dollar/Point Change			July 3, 2022			July 4, 2021			Dollar/Point Change

	(in millions)									(in millions)
Gross profit	$	454.9		$	461.6		$	(6.7	)	$	506.4		$	647.0		$	(140.6	)
Percent of total revenues		60.2	%		59.1	%		1.1			60.2	%		59.6	%		0.6

Gross profit as a percent of revenue increased by ~~1.1~~0.6 points, primarily due to favorable product mix in Semiconductor ~~Test.~~Test, partially offset by higher material costs due to inflation.

Selling and Administrative

Selling and administrative expenses were as follows:


	For the Three Months Ended								For the Three Months Ended
	April 3, 2022			April 4, 2021			Dollar Change		July 3, 2022			July 4, 2021			Dollar Change

	(in millions)								(in millions)
Selling and administrative	$	140.2		$	129.8		$	10.4	$	139.5		$	140.2		$	(0.7	)
Percent of total revenues		18.6	%		16.6	%				16.6	%		12.9	%

The decrease of $0.7 million in selling and administrative expenses was primarily due to lower variable compensation.

Engineering and Development

Engineering and development expenses were as follows:


	For the Three Months Ended
	July 3, 2022			July 4, 2021			Dollar Change

	(in millions)
Engineering and development	$	112.0		$	110.0		$	2.0
Percent of total revenues		13.3	%		10.1	%

The increase of ~~$10.4~~$2.0 million in engineering and development expenses was primarily due to higher spending in Semiconductor Test and Industrial Automation, partially offset by lower variable compensation.

Restructuring and Other

During the three months ended July 3, 2022 and July 4, 2021, we recorded a charge of $1.5 million and $1.7 million, respectively, for an increase in environmental and legal liabilities.

Interest and Other


	For the Three Months Ended
	July 3, 2022			July 4, 2021			Dollar Change

	(in millions)
Interest income	$	(1.0	)	$	(0.6	)	$	(0.4	)
Interest expense		0.9			5.6		$	(4.7	)
Other (income) expense, net		9.4			(0.1	)	$	9.5

Interest expense decreased by $4.7 million primarily due to the January 1, 2022 adoption of ASU

2020-06

which eliminated the amortization of the debt discount which was $3.3 million in the three months ended July 4, 2021. Other (income) expense, net increased by $9.5 million primarily due to changes in unrealized gains/losses on equity securities, from a $1.3 million gain in 2021 to a $6.6 million loss in 2022.

Income (Loss) Before Income Taxes


	For the Three Months Ended
	July 3, 2022			July 4, 2021			Dollar Change

	(in millions)
Semiconductor Test	$	177.8		$	337.3		$	(159.5	)
System Test		54.0			34.0			20.0
Wireless Test		25.4			21.5			3.9
Industrial Automation		(6.4	)		(9.8	)		3.4
Corporate and Eliminations (1)		(12.2	)		1.1			(13.3	)

	$	238.6		$	384.0		$	(145.4	)

(1)

Included in Corporate and Eliminations are legal and environmental fees, interest income, interest expense, net foreign exchange gains (losses), pension, intercompany eliminations, acquisition related charges and compensation and for the three months ended July 4, 2021, loss on convertible debt conversions.

The decrease in income before income taxes in Semiconductor Test was driven primarily by lower revenues in compute processor and mobile applications, and lower memory test sales of flash memory testers. The increase in income before income taxes in System Test was primarily due to higher sales in Storage Test of system level and hard disk drive testers. The rise in income before taxes in Wireless Test was driven primarily by an increase in connectivity test products. The lower losses before taxes in Industrial Automation was driven primarily by higher demand for UR’s collaborative robotic arms and MiR’s autonomous mobile robots.

Income Taxes

The effective tax rate for the three months ended July 3, 2022 and July 4, 2021 was 17.1% and 14.5%, respectively. The increase in the effective tax rate from the three months ended July 4, 2021 to the three months ended July 3, 2022 was primarily attributable to a shift in the geographic distribution of income, which increases the income subject to taxation in higher tax rate jurisdictions relative to lower tax rate jurisdictions, a reduction in the benefit related to the international provisions of the U.S. Tax Cuts and Jobs Act of 2017 and an increase in

non-deductible

officers’ compensation. These increases in expense were partially offset by an increase in benefit from tax credits.

Six Months 2022 Compared to Six Months 2021

Revenues

Revenues by our reportable segments were as follows:


	For the Six Months Ended
	July 3, 2022			July 4, 2021			Dollar Change

	(in millions)
Semiconductor Test	$	1,023.7		$	1,362.0		$	(338.3	)
System Test		253.4			237.7			15.7
Industrial Automation		204.2			172.1			32.1
Wireless Test		115.4			95.8			19.6
Corporate and Eliminations		(0.5	)		(0.3	)		(0.2	)

	$	1,596.1		$	1,867.3		$	(271.1	)

The decrease in Semiconductor Test revenues of $338.3 million, or 24.8%, was driven primarily by lower tester sales in high performance compute processor and mobile applications, and lower memory test sales of flash memory testers. The increase in System Test revenues of $15.7 million, or 6.6%, was primarily due to higher sales in Defense/Aerospace and in Production Board Test. The increase in Industrial Automation revenues of $32.1 million, or 18.7%, was driven primarily by higher demand for UR’s collaborative robotic arms and MiR’s autonomous mobile robots. The rise in Wireless Test revenues of $19.6 million, or 20.5%, was primarily due to increase in connectivity test.

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


	For the Six Months Ended
	July 3, 2022			July 4, 2021

Taiwan		22	%		40	%
China		16			17
Korea		15			9
United States		15			9
Europe		9			6
Thailand		5			5
Japan		5			4
Malaysia		5			3
Philippines		3			5
Singapore		3			2
Rest of World		2			—

		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 Six Months Ended
	July 3,			July 4,			Dollar/Point
	2022			2021			Change

	(in millions)
Gross profit	$	961.3		$	1,108.6		$	(147.3	)
Percent of total revenues		60.2	%		59.4	%		0.8

Gross profit as a percent of revenue increased by 0.8 points, primarily due to favorable product mix in Semiconductor Test, partially offset by higher material costs due to inflation.

Selling and Administrative

Selling and administrative expenses were as follows:


	For the Six Months Ended
	July 3,			July 4,			Dollar
	2022			2021			Change

	(in millions)
Selling and administrative	$	279.7		$	270.0		$	9.7
Percent of total revenues		17.5	%		14.5	%

The increase of $9.7 million in selling and administrative expenses was primarily due to higher spending in Industrial Automation, and Semiconductor Test, partially offset by lower variable compensation.

Engineering and Development

Engineering and development expenses were as follows:


									For the Six Months Ended
	For the Three Months Ended								July 3,			July 4,			Dollar
	April 3, 2022			April 4, 2021			Dollar Change		2022			2021			Change

	(in millions)								(in millions)
Engineering and development	$	108.1		$	100.4		$	7.7	$	220.1		$	210.4		$	9.7
Percent of total revenues		14.3	%		12.8	%				13.8	%		11.3	%

The increase of ~~$7.7~~$9.7 million in engineering and development expenses was due to higher spending ~~across all segments,~~primarily in Semiconductor Test and Industrial Automation, partially offset by lower variable compensation.

Restructuring and Other

During the ~~three~~six months ended ~~April~~July 3, 2022, we recorded a charge of $14.7 million related to the arbitration claim filed against Teradyne and AutoGuide related to an

earn-out

dispute, which was settled on March 25, 2022 for $26.7 ~~million.~~million, and a charge of $2.0 million for an increase in environmental and legal liabilities. Previously, in the three months ended December 31, 2021, we recorded a charge of $12.0 million related to this

earn-out ~~dispute.~~

dispute

During the ~~three~~six months ended ~~April~~July 4, 2021, we recorded a gain of $7.2 million for the decrease in the fair value of the AutoGuide contingent consideration ~~liability.~~liability, partially offset by a charge of $1.7 million for an increase in environmental and legal liabilities.

Table of Contents

Interest and Other


										For the Six Months Ended
	For the Three Months Ended									July 3,			July 4,			Dollar
	April 3, 2022			April 4, 2021			Dollar Change			2022			2021			Change

	(in millions)									(in millions)
Interest income	$	(0.7	)	$	(0.8	)	$	0.1		$	(1.7	)	$	(1.4	)	$	(0.3	)
Interest expense		1.0			6.0			(5.0	)		1.9			11.6			(9.7	)
Other (income) expense, net		5.2			3.8			1.4			14.6			3.7			10.9

Interest expense decreased by ~~$5.0~~$9.7 million primarily due to the January 1, 2022 adoption of ASU

2020-06

which eliminated the amortization of the debt discount which was ~~$3.6~~$6.9 million in the ~~three~~six months ended ~~April~~July 4, 2021. Other (income) expense, net increased by ~~$1.4~~$10.9 million primarily due to changes in unrealized gains/losses on equity securities, from a ~~$1.4~~$2.6 million gain in 2021 to ~~a $2.2~~an $8.8 million loss in 2022, partially offset by lower losses on convertible debt early conversions.

Income (Loss) Before Income Taxes


										For the Six Months Ended
	For the Three Months Ended									July 3,			July 4,			Dollar
	April 3, 2022			April 4, 2021			Dollar Change			2022			2021			Change

	(in millions)									(in millions)
Semiconductor Test	$	149.7		$	176.4		$	(26.7	)	$	327.5		$	513.7		$	(186.2	)
System Test		41.3			51.1			(9.8	)		95.4			85.0			10.4
Wireless Test		18.6			9.6			9.0			44.0			31.1			12.9
Industrial Automation		(5.1	)		(13.0	)		7.9			(11.5	)		(22.8	)		11.3
Corporate and Eliminations (1)		(24.2	)		(0.1	)		(24.1	)		(36.4	)		1.1			(37.5	)

	$	180.4		$	224.0		$	(43.6	)	$	419.0		$	608.0		$	(189.0	)

(1)

Included in Corporate and Eliminations are legal and environmental fees, contingent consideration adjustments, interest income, interest expense, net foreign exchange gains (losses), pension, intercompany eliminations, acquisition related charges and compensation and for the ~~three~~six months ended ~~April~~July 4, 2021, loss on convertible debt conversions.

~~Table of Contents~~

The decrease in income before income taxes in Semiconductor Test was driven primarily by lower revenues in compute processor and ~~industrial~~mobile applications, and lower memory test sales of flash memory testers. The ~~decrease~~increase in income before income taxes in System Test was primarily due to ~~lower sales in Storage Test of system level and hard disk drive testers, partially offset by greater~~higher sales in Defense/Aerospace and in Production Board Test. ~~The elevated income before taxes in Industrial Automation was driven primarily by higher demand for collaborative robotic arms and MiR’s autonomous mobile robots.~~ The rise in income before taxes in Wireless Test was driven primarily by an increase in connectivity test ~~products and~~products. The reduction in losses before taxes in Industrial Automation was driven primarily by higher demand ~~in ultra-wide band wireless test.~~for UR’s collaborative robotic arms and MiR’s autonomous mobile robots. The loss before income taxes in Corporate and Eliminations was primarily due to legal settlement charges related to litigation for the

earn-out

dispute in connection with the AutoGuide acquisition.

Income Taxes

The effective tax rate for the ~~three~~six months ended ~~April~~July 3, 2022 and ~~April~~July 4, 2021 was ~~10.2%~~14.1% and ~~8.3%~~12.2%, respectively. The increase in the effective tax rate from the ~~three~~six months ended ~~April~~July 4, 2021 to the ~~three~~six months ended ~~April~~July 3, 2022 was primarily attributable to a ~~projected~~ shift in the geographic distribution of income, which increases the income subject to taxation in higher tax rate jurisdictions relative to lower tax rate jurisdictions, a reduction in the benefit related to the international provisions of the U.S. Tax Cuts and Jobs Act of 2017 and an increase in

non-deductible

officers’ compensation. These increases in expense were partially offset by ~~an increase~~increases in benefit from tax credits and discrete benefit related to equity compensation.

Contractual Obligations

There have been no changes outside of the ordinary course of business to our contractual obligations as disclosed in our Annual Report on Form

10-K

for the year ended December 31, 2021.

Table of Contents

Liquidity and Capital Resources

Our cash, cash equivalents, and marketable securities balances decreased by ~~$297.5~~$606.4 million in the ~~three~~six months ended ~~April~~July 3, 2022 to ~~$1,202.7~~$893.9 million.

Operating activities during the ~~three~~six months ended ~~April~~July 3, 2022 provided cash of ~~$7.5~~$122.9 million. Changes in operating assets and liabilities used cash of ~~$210.2~~$309.1 million. This was due to ~~an $83.6~~a $287.8 million increase in operating assets and a ~~$126.6~~$21.3 million decrease in operating liabilities.

The increase in operating assets was due to a ~~$74.3~~$146.4 million increase in accounts receivable, a $94.8 million prepayments and other assets due to prepayments to our contract manufacturers, and a ~~$9.5~~$46.7 million increase in ~~inventories, partially offset by a $0.2 million decrease in accounts receivable.~~inventories.

The decrease in operating liabilities was due to a ~~$114.0~~$61.7 million decrease in accrued employee compensation, a ~~$13.8~~$6.9 million decrease in other accrued liabilities, ~~a $7.6 million decrease in income taxes,~~ and ~~$1.3~~$2.6 million of retirement plan contributions, partially offset by a ~~$6.7~~$25.0 million increase in accounts payable, a $14.2 million increase in deferred revenue and customer advance payments, and a ~~$3.4~~$10.8 million increase in ~~accounts payable.~~income taxes.

Investing activities during the ~~three~~six months ended ~~April~~July 3, 2022 used cash of ~~$82.7~~$54.3 million due to ~~$166.0~~$247.9 million used for purchases of marketable securities, and ~~$44.0~~$89.7 million used for purchases of property, plant and equipment, partially offset by ~~$96.7~~$139.7 million and ~~$30.6~~$143.6 million in proceeds from maturities and sales of marketable securities, respectively.

Financing activities during the ~~three~~six months ended ~~April~~July 3, 2022 used cash of ~~$254.6~~$626.8 million due to ~~$201.5~~$532.8 million used for the repurchase of ~~1.8~~5.0 million shares of common stock at an average price of ~~$115.12~~$107.5 per share, ~~$31.0~~$42.3 million used for payments of convertible debt principal, $35.4 million used for dividend payments, and $32.8 million used for payment related to net settlements of employee stock compensation awards, ~~$20.7 million used for payments of convertible debt principal, $17.9 million used for dividend payments,~~ partially offset by $16.5 million from the issuance of common stock under employee stock purchase and stock option plans.

Operating activities during the ~~three~~six months ended ~~April~~July 4, 2021 provided cash of ~~$38.1~~$244.4 million. Changes in operating assets and liabilities used cash of ~~$209.1~~$373.6 million. This was due to a ~~$209.5~~$470.2 million increase in operating assets and a ~~$0.4~~$96.6 million increase in operating liabilities.

The increase in operating assets was due to ~~an $87.5~~a $372.7 million ~~greater~~increase in accounts receivable due to ~~improved~~greater sales, ~~an $86.1~~a $117.4 million increase in prepayments and other assets due to prepayments to our contract manufacturers as a result of higher forecasted revenues, ~~and~~partially offset by a ~~$35.9~~$19.9 million ~~rise~~decrease in inventories.

~~Table of Contents~~

The change in operating liabilities was due to ~~a $44.5~~increases of $78.5 million ~~rise in accounts payable, a $26.4 million increase~~ in other accrued liabilities, ~~an $8.0~~$22.3 million ~~increase~~in accounts payable, and $15.2 million in deferred revenue and customer advance payments, ~~and a $4.9 million increase in income taxes,~~ partially offset by ~~an $81.5~~a $14.0 million decrease in accrued employee compensation, ~~and $1.9~~$2.7 million of retirement plan ~~contributions.~~contributions, and a $2.6 million decrease in income taxes.

Investing activities during the ~~three~~six months ended ~~April~~July 4, 2021 provided cash of ~~$4.7~~$92.3 million due to ~~$194.2~~$460.2 million and ~~$61.3~~$116.1 million in proceeds from maturities and sales of marketable securities, respectively, partially offset by ~~$211.6~~$398.1 million used for purchases of marketable securities, ~~and $39.3~~$74.0 million used for purchases of property, plant and ~~equipment.~~equipment and $12.0 million used for an investment in MachineMetrics, Inc.

Financing activities during the ~~three~~six months ended ~~April~~July 4, 2021 used cash of ~~$126.7~~$295.9 million due to ~~$51.3~~$66.8 million used for payments of convertible debt principal, ~~$45.2~~$196.6 million used for the repurchase of ~~0.4~~1.6 million shares of common stock at an average price of ~~$120.73~~$125.69 per share, ~~$30.7~~$31.8 million used for payments related to net settlements of employee stock compensation awards, and ~~$16.7~~$33.3 million used for dividend payments, partially offset by ~~$17.1~~$32.6 million from the issuance of common stock under employee stock purchase and stock option plans.

In January 2022 and May 2022, Teradyne’s Board of Directors declared a ~~10% increase in the~~ quarterly cash dividend toof $0.11 per share. Dividend payments for the three and six months ended ~~April~~July 3, 2022 were ~~$17.9 million.~~ $17.5 million and $35.4 million, respectively.

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In January 2021, our Board of Directors approved a new repurchase program for up to $2.0 billion of common stock. Unless terminated by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program. We intend to repurchase a minimum of $750.0 million in 2022.

During the ~~three~~six months ended ~~April~~July 3, 2022, weTeradyne repurchased ~~1.8~~5.0 million shares of common stock for ~~$201.5~~$532.8 million at an average price of ~~$115.12~~$107.5 per share. During the ~~three~~six months ended ~~April~~July 4, 2021, weTeradyne repurchased ~~0.4~~1.6 million shares of common stock for ~~$45.2~~$196.6 million at an average price of ~~$120.73~~$125.69 per share. The cumulative repurchases under the $2.0 billion common stock repurchase program as of July 3, 2022 were 9.7 million shares of common stock for $1,132.8 million at an average price per share of $116.45.

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.

On May 1, 2020, we entered into a credit agreement providing a three-year, senior secured revolving credit facility of $400 million. On December 10, 2021, the credit agreement was amended to extend the senior secured revolving credit facility to December 10, 2026. As of ~~May 6,~~August 5, 2022, we have not borrowed any funds under the credit facility.

We believe our cash, cash equivalents and marketable securities balance will be sufficient to pay our quarterly dividend and meet our working capital and expenditure needs for at least the next twelve months. ~~Inflation has not had a significant long-term impact on earnings.~~ At this time, the

COVID-19

pandemic has not had an impact on our liquidity, but there is no assurance that continued impacts resulting from the pandemic will not have an adverse effect in the future.

Equity Compensation Plans

As discussed in Note Q: “Stock-Based Compensation” in our 2021 Annual Report on 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

For the ~~three~~six months ended ~~April~~July 3, 2022, there were no recently issued accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements.

Item 3:

Quantitative and Qualitative Disclosures about Market Risks

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 23, 2022. There were no material changes in our exposure to market risk from those set forth in our Annual Report on Form

10-K

for the fiscal year ended December 31, 2021.

~~Table of Contents~~

In addition to market risks described in our Annual Report on Form

10-K,

we have an equity price risk related to the fair value of our convertible senior unsecured notes issued in December 2016. In December 2016, Teradyne issued $460 million aggregate principal amount of 1.25% convertible senior unsecured notes (the “Notes”) due December 15, 2023. As of ~~April~~July 3, 2022, ~~$96.3 million~~$74.7million of principal remained outstanding and the Notes had a fair value of ~~$323.7~~$233.3 million. The table below provides a sensitivity analysis of hypothetical 10% changes of Teradyne’s stock price as of the end of the ~~first~~second quarter of 2022 and the estimated impact on the fair value of the Notes. The selected scenarios are not predictions of future events, but rather are intended to illustrate the effect such event may have on the fair value of the Notes. The fair value of the Notes is subject to equity price risk due to the convertible feature. The fair value of the Notes will generally increase as Teradyne’s common stock price increases and will generally decrease as the common stock price declines in value. The change in stock price affects the fair value of the Notes, but does not impact Teradyne’s financial position, cash flows or results of operations due to the fixed nature of the debt obligation. Additionally, we carry the Notes at face value less unamortized discount on our balance sheet, and we present the fair value for required disclosure purposes only. In connection with the offering of the Notes we also sold warrants to the option counterparties. These transactions have been accounted for as an adjustment to our shareholders’ equity. The convertible note hedge transactions are expected to reduce the potential equity dilution upon conversion of the Notes. The warrants along with any shares issuable upon conversion of the Notes will have a dilutive effect on our earnings per share to the extent that the average market price of our common stock for a given reporting period exceeds the applicable strike price or conversion price of the warrants or Notes, respectively.

Hypothetical Change in Teradyne Stock Price

Fair Value

Estimated change
in fair value

Hypothetical percentage
increase (decrease)

in fair value


10% Increase
   $ 359,092    $ 35,422    10.9 %
No Change
   323,670    —      —
10% Decrease
   288,248    (35,422 )    (10.9 )

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Hypothetical Change in Teradyne Stock Price	Fair Value		Estimated change in fair value			Hypothetical percentage increase (decrease) in fair value

10% Increase	$	253,683	$	20,344			8.7	%
No Change		233,339		—			—
10% Decrease		212,995		(20,344	)		(8.7	)

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)

or Rule

15d-15(f)

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.

There have been no changes in our internal control over financial reporting (as defined in Rules

13a-15(f)

and

15d-15(f)

under the Exchange Act) during the three months ended ~~April~~July 3, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 such as, but not limited to, patent, employment, commercial and environmental matters. Teradyne believes that it has meritorious defenses against all pending claims and intends to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, Teradyne believes the potential losses associated with all of these actions are unlikely to have a material adverse effect on its business, financial position or results of operations.

On March 8, 2021, Industrial Automation LLC submitted a demand for arbitration against Teradyne and AutoGuide in Wilmington, Delaware alleging that Teradyne and AutoGuide breached certain provisions of the Membership Interests Purchase Agreement (the “Purchase Agreement”), dated as of October 18, 2019, among Industrial Automation LLC, Teradyne and AutoGuide. The arbitration demand sought full acceleration of the maximum

earn-out

amount payable under the Purchase Agreement, or $106.9 million, for the alleged breach of the

earn-out

provisions of the Purchase Agreement. On March 25, 2022, the arbitration claim was settled for $26.7 million. As a result, Teradyne has no remaining

earn-out

obligations.

~~Table of Contents~~

Item 1A:

Risk Factors

In addition to other information set forth in this Form

10-Q,

including the risk discussed below, 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, 2021, 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 and many of these risks could be further increased due to the

COVID-19

pandemic.

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.

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The global supply shortage of electrical components and inflationary cost increases has impacted our ability to meet customer ~~demand.~~demand and could adversely affect our business and financial results

There is currently a global supply shortage of electrical components, including semiconductor chips. As a result, we have experienced, and expect to continue to experience, increases in our lead times and costs for certain components for certain products and delays in the delivery of some orders placed by our customers. IfWhile not material, year to date 2022, in an effort to mitigate these risks, in some cases, we have incurred higher costs due to investment in supply chain resiliency and to secure available inventory or have extended or placed

non-cancellable

pre-ordered

components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced. However, if we are unable to secure manufacturing capacities from our current or new suppliers and contract manufacturers, on acceptable terms or at all, or successfully manage our purchase commitments and inventory for components, our ability to deliver our products to our customers in the desired quantities, at competitive prices or in a timely manner may be negatively impacted for the remainder of 2022 and into 2023. In the second quarter 2022, we were unable to supply approximately $40 million of revenue in our test businesses for which we had customer demand. Our third quarter 2022 forecast excludes approximately $50 million of revenue, primarily in our test businesses, due to these continued supply chain constraints. Also, our suppliers and contract manufacturers ~~may increase~~have increased their prices, which ~~would result in an increase in~~increased our ~~manufacturing costs, which~~cost of products. We have been and may continue to be, affected by wage inflation. We have, and may continue to attempt to, offset the effect of these inflationary pressures by increasing the prices of our products. However, we may not be fully able to pass additional costs on to our customers, which could have a negative impact on our results of operations and financial condition.

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

In January 2021, Teradyne’s Board of Directors approved a new repurchase program for up to $2.0 billion of common stock. During the ~~three~~six months ended ~~April~~July 3, 2022, weTeradyne repurchased ~~1.8~~5.0 million shares of common stock for ~~$201.5~~$532.8 million at an average price of ~~$115.12~~$107.5 per share. During the ~~three~~six months ended ~~April~~July 4, 2021, weTeradyne repurchased ~~0.4~~1.6 million shares of common stock for ~~$45.2~~$196.6 million at an average price of ~~$120.73~~$125.69 per share. The cumulative repurchases under the $2.0 billion common stock repurchase program as of ~~April~~July 3, 2022 were ~~6.5~~9.7 million shares of common stock for ~~$801.5~~$1,132.8 million at an average price per share of ~~$122.89.~~$116.45.

The following table includes information with respect to repurchases we made of our common stock during the three months ended ~~April~~July 3, 2022 (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, 2022 - January 30, 2022
   194 $ 140.33 —      $ 1,400,000
January 31, 2022 - February 27, 2022
   793 $ 115.59 767    $ 1,311,601
February 28, 2022 - April 3, 2022
   986 $ 114.96 984    $ 1,198,536



   1,973 (1) $ 117.71 (1) 1,751


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, 2022 - May 1, 2022		853		$	111.53			852	$	1,103,537
May 2, 2022 - May 29, 2022		989		$	104.60			974	$	1,001,700
May 30, 2022 - July 3, 2022		1,381		$	97.45			1,380	$	867,202

		3,223	(1)	$	103.37	(1)		3,206

(1)	Includes approximately ~~two hundred twenty-four~~seventeen thousand shares at an average price of ~~$137.98~~$109.12 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

~~Table of Contents~~

Item 6:

Exhibits


Exhibit Number		Description

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)

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Exhibit Number		Description

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		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101)

3641

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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/ S

ANJAY

EHTA

Sanjay Mehta

Vice President,

Chief Financial Officer and Treasurer

(Duly Authorized Officer

and Principal Financial Officer)

~~May 6,~~August 5, 2022

3742


	For the Three Months Ended
	April 3, 2022			April 4, 2021

	(in thousands)
Cash flows from operating activities:

Net income	$	161,928		$	205,512
Adjustments to reconcile net income from operations to net cash provided by operating activities:
Depreciation		22,503			23,910
Stock-based compensation		12,894			12,232
Amortization		5,233			9,822
Deferred taxes		11,288			(1,057	)
Losses (gains) on investments		2,001			(2,491	)
Provision for excess and obsolete inventory		1,590			2,285
Loss on convertible debt conversion s		0			4,069
Contingent consideration fair value adjustment s		0			(7,227	)
Other		177			200
Changes in operating assets and liabilities
Accounts receivable		208			(87,512	)
Inventories		(9,480	)		(35,870	)
Prepayments and other assets		(74,305	)		(86,131	)
Accounts payable and other accrued expenses		(124,382	)		(10,571	)
Deferred revenue and customer advances		6,747			7,952
Retirement plan contributions		(1,329	)		(1,925	)
Income taxes		(7,611	)		4,941

Net cash provided by operating activities		7,462			38,139

Cash flows from investing activities:
Purchases of property, plant and equipment		(43,999	)		(39,250	)
Purchases of marketable securities		(165,977	)		(211,604	)
Proceeds from maturities of marketable securities		96,682			194,228
Proceeds from sales of marketable securities		30,581			61,293

Net cash (used for) provided by investing activities		(82,713	)		4,667

Cash flows from financing activities:
Issuance of common stock under stock purchase and stock option plans		16,475			17,144
Repurchase of common stock		(201,465	)		(45,188	)
Payments related to net settlement of employee stock compensation awards		(31,048	)		(30,675	)
Payments of convertible debt principal		(20,694	)		(51,275	)
Dividend payments		(17,895	)		(16,667	)

Net cash used for financing activities		(254,627	)		(126,661	)

Effects of exchange rate changes on cash and cash equivalents		2,282			883

Decrease in cash and cash equivalents		(327,596	)		(82,972	)
Cash and cash equivalents at beginning of period		1,122,199			914,121

Cash and cash equivalents at end of period	$	794,603		$	831,149

Non-cash investing activities:
Capital expenditures incurred but not yet paid:	$	2,500		$	3,840


	Semiconductor Test						Industrial Automation
	System on-a- Chip		Memory		System Test		Universal Robots		Mobile Industrial Robots		AutoGuide			Wireless Test		Corporate and Eliminations			Total

	(in thousands)
For the Three Months Ended April 3, 2022 (1)
Timing of Revenue Recognition

Point in Time	$	323,456	$	88,723	$	105,288	$	83,182	$	16,534	$	210		$	48,429	$	(346	)	$	665,476
Over Time		63,129		7,033		13,380		2,102		674		487			3,089		0			89,894

Total	$	386,585	$	95,756	$	118,668	$	85,284	$	17,208	$	697		$	51,518	$	(346	)	$	755,370

Geographical Market
Asia Pacific	$	340,741	$	93,151	$	73,784	$	18,621	$	2,592	$	0		$	34,946	$	0		$	563,835
Americas		29,714		2,046		36,608		28,148		7,867		697			9,687		(346	)		114,421
Europe, Middle East and Africa		16,130		559		8,276		38,515		6,749		0			6,885		0			77,114

Total	$	386,585	$	95,756	$	118,668	$	85,284	$	17,208	$	697		$	51,518	$	(346	)	$	755,370

For the Three Months Ended April 4, 2021 (1)
Timing of Revenue Recognition
Point in Time	$	364,190	$	101,892	$	119,314	$	64,007	$	14,064	$	(120	)	$	37,880	$	(143	)	$	701,084
Over Time		56,040		5,941		13,523		1,594		67		339			3,018		0			80,522

Total	$	420,230	$	107,833	$	132,837	$	65,601	$	14,131	$	219		$	40,898	$	(143	)	$	781,606

Geographical Market
Asia Pacific	$	387,236	$	104,049	$	99,520	$	17,833	$	3,447	$	0		$	33,532	$	0		$	645,617
Americas		20,779		3,420		27,659		18,153		5,153		219			5,769		(143	)		81,009
Europe, Middle East and Africa		12,215		364		5,658		29,615		5,531		0			1,597		0			54,980

Total	$	420,230	$	107,833	$	132,837	$	65,601	$	14,131	$	219		$	40,898	$	(143	)	$	781,606


Details about Accumulated Other Comprehensive Income (Loss) Components	For the Three Months Ended				Affected Line Item in the Statements of Operations

	April 3,		April 4,
	2022		2021

	(in thousands)
Available-for-sale marketable securities:
Unrealized gains, net of tax of $18 and $123, respectively	$	65	$	444		Other (income) expense, net
Defined benefit pension and postretirement plans:
Amortization of prior service cre dit , net of tax of $0 and $0, respectively		2		2		(a)

Total reclassifications, net of tax of $18 and $123, respectively	$	67	$	446		Net income

Title of each class

Trading
Symbol(s)

~~Trading~~
~~Symbol(s)~~

Name of each exchange
on which registered

Common Stock, par value $0.125

per share

Nasdaq Stock Market LLC