Financial Instruments and Derivatives | E. Financial Instruments and Derivatives Cash Equivalents Teradyne considers all highly liquid investments with maturities of three months or less at the date of acquisition to be cash equivalents. Marketable Securities Teradyne accounts for its investments in debt and equity securities in accordance with the provisions of Accounting Standards Codification (“ASC”) 320-10, “ Investments—Debt and Equity Securities. On a quarterly basis, Teradyne reviews its investments to identify and evaluate those that have an indication of a potential other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include: • The length of time and the extent to which the market value has been less than cost; • The financial condition and near-term prospects of the issuer; and • The intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. Teradyne uses the market and income approach techniques to value its financial instruments and there were no changes in valuation techniques during the three and nine months ended October 4, 2015. As defined in ASC 820-10 “ Fair Value Measurements and Disclosures, Level 1: Quoted prices in active markets for identical assets as of the reporting date. Level 2: Inputs other than Level 1, that are observable either directly or indirectly as of the reporting date. For example, a common approach for valuing fixed income securities is the use of matrix pricing. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices, and is considered a Level 2 input. Level 3: Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include Teradyne’s own data. Teradyne’s available-for-sale fixed income securities are classified as Level 2. Contingent consideration is classified as Level 3. The vast majority of Level 2 securities are priced by third party pricing vendors. These pricing vendors utilize the most recent observable market information in pricing these securities or, if specific prices are not available, use other observable inputs like market transactions involving identical or comparable securities. Realized losses recorded in the nine months ended October 4, 2015 were $0.2 million. There were no realized losses recorded in the three and nine months ended September 28, 2014. Realized gains recorded in the three and nine months ended October 4, 2015 were $0.4 million and $1.4 million, respectively. Realized gains recorded in the three and nine months ended September 28, 2014 were $1.0 million and $1.7 million, respectively. Realized gains are included in interest income and realized losses are included in interest expense. Unrealized gains and losses are included in accumulated other comprehensive income (loss). The cost of securities sold is based on the specific identification method. During the nine months ended October 4, 2015 and September 28, 2014, there were no transfers in or out of Level 1, Level 2 or Level 3 financial instruments. The following table sets forth by fair value hierarchy Teradyne’s financial assets and liabilities that were measured at fair value on a recurring basis as of October 4, 2015 and December 31, 2014. October 4, 2015 Quoted Prices Significant Significant Total (in thousands) Assets Cash $ 159,858 $ — $ — $ 159,858 Cash equivalents 125,879 8,480 — 134,359 Available-for-sale securities: U.S. Treasury securities — 349,653 — 349,653 U.S. government agency securities — 213,491 — 213,491 Corporate debt securities — 114,807 — 114,807 Certificates of deposit and time deposits — 45,677 — 45,677 Commercial paper — 45,510 — 45,510 Equity and debt mutual funds 13,377 — — 13,377 Non-U.S. government securities — 426 — 426 Total $ 299,114 $ 778,044 $ — $ 1,077,158 Derivative assets — 109 — 109 Total $ 299,114 $ 778,153 $ — $ 1,077,267 Liabilities Contingent consideration $ — $ — $ 34,595 $ 34,595 Derivative liabilities — 97 — 97 Total $ — $ 97 $ 34,595 $ 34,692 Reported as follows: (Level 1) (Level 2) (Level 3) Total (in thousands) Assets Cash and cash equivalents $ 285,737 $ 8,480 $ — $ 294,217 Marketable securities — 525,381 — 525,381 Long-term marketable securities 13,377 244,183 — 257,560 Prepayments — 109 — 109 $ 299,114 $ 778,153 $ — $ 1,077,267 Liabilities Other current liabilities $ — $ 97 $ — $ 97 Contingent consideration — — 14,447 14,447 Long-term contingent consideration — — 20,148 20,148 $ — $ 97 $ 34,595 $ 34,692 December 31, 2014 Quoted Prices Significant Significant Total (in thousands) Assets Cash $ 111,471 $ — $ — $ 111,471 Cash equivalents 160,218 22,567 — 182,785 Available-for-sale securities: U.S. Treasury securities — 402,154 — 402,154 U.S. government agency securities — 258,502 — 258,502 Corporate debt securities — 141,467 — 141,467 Commercial paper — 140,638 — 140,638 Certificates of deposit and time deposits — 49,036 — 49,036 Equity and debt mutual funds 12,333 — — 12,333 Non-U.S. government securities — 446 — 446 Total $ 284,022 $ 1,014,810 $ — $ 1,298,832 Derivative assets — 220 — 220 Total $ 284,022 $ 1,015,030 $ — $ 1,299,052 Liabilities Contingent consideration $ — $ — $ 3,350 $ 3,350 Derivative liabilities — 369 — 369 Total $ — $ 369 $ 3,350 $ 3,719 Reported as follows: (Level 1) (Level 2) (Level 3) Total (in thousands) Assets Cash and cash equivalents $ 271,689 $ 22,567 $ — $ 294,256 Marketable securities — 533,787 — 533,787 Long-term marketable securities 12,333 458,456 — 470,789 Prepayments — 220 — 220 $ 284,022 $ 1,015,030 $ — $ 1,299,052 Liabilities Other current liabilities $ — $ 369 $ — 369 Contingent consideration — — 895 895 Long-term contingent consideration — — 2,455 2,455 $ — $ 369 $ 3,350 $ 3,719 Changes in the fair value of Level 3 contingent consideration for the three and nine months ended October 4, 2015 and September 28, 2014 were as follows: For the Three Months For the Nine Months October 4, September 28, October 4, September 28, (in thousands) Balance at beginning of period $ 35,595 $ 2,230 $ 3,350 $ 2,230 Acquisition of Universal Robots — — 33,845 — Fair value adjustment(a)(b) (1,000 ) (630 ) (2,600 ) (630 ) Balance at end of period $ 34,595 $ 1,600 $ 34,595 $ 1,600 (a) In the three and nine months ended October 4, 2015, the fair value of contingent consideration for the earn-out in connection with the acquisition of AIT was reduced by $1.0 million due to a decrease in the revenue probabilities in the periods of 2015 and 2016. (b) In the nine months ended October 4, 2015, the fair value measurement of the contingent consideration for the earn-out in connection with the acquisition of ZTEC Instruments, Inc. was reduced by $1.6 million, to $0, because Teradyne and the Securityholder Representative, on behalf of the ZTEC securityholders, agreed to terminate the earn-out prior to the end of the December 31, 2015 earn-out period, with no payout in connection with the resolution of indemnity claims asserted by both Teradyne and the Securityholder Representative. The following table provides quantitative information associated with the fair value measurement of Teradyne’s Level 3 financial instruments: Liability October 4, Valuation Unobservable Inputs Weighted (in thousands) Contingent consideration (Universal Robots) $33,845 Income approach- EBITDA earn-out for calendar year 2015 probability 99 % Discount rate 6.0 % Revenue earn-out for period July 1, 2015—December 31, 2017 probability 72 % Discount rate 8.0 % Revenue earn-out for period July 1, 2015—December 31, 2018 probability 29 % Discount rate 10.0 % Contingent consideration (AIT) $750 Income approach- Revenue earn-out for calendar years 2015 and 2016 probability 36 % Discount rate 4.7 % The significant unobservable inputs used in the Universal Robots fair value measurement of contingent consideration are the probabilities of successful achievement of revenue thresholds and targets in the periods July 1, 2015—December 31, 2017 and July 1, 2015—December 31, 2018 and EBITDA threshold and target for calendar year 2015, and respective discount rates. Increases or decreases in the revenue and EBITDA probabilities and the period in which results will be achieved would result in a higher or lower fair value measurement. The maximum amount of contingent consideration in connection with the acquisition of Universal Robots that could be paid is $65 million. The earn-out periods in connection with the Universal Robots acquisition end on December 31, 2015, December 31, 2017 and December 31, 2018. The significant unobservable inputs used in the AIT fair value measurement of contingent consideration are the probabilities of successful achievement of calendar year 2015 and 2016 revenue thresholds and targets, and a discount rate. Increases or decreases in the revenue probabilities and the period in which results will be achieved would result in a higher or lower fair value measurement. The maximum amount of contingent consideration in connection with the acquisition of AIT that could be paid is $2.1 million. The earn-out periods in connection with the AIT acquisition end on December 31, 2015 and December 31, 2016. In the three and nine months ended October 4, 2015, the fair value of contingent consideration for the earn-out in connection with the acquisition of AIT was reduced by $1.0 million due to a decrease in the revenue probabilities in the periods of 2015 and 2016. The carrying amounts and fair values of Teradyne’s financial instruments at October 4, 2015 and December 31, 2014 were as follows: October 4, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value (in thousands) Assets Cash and cash equivalents $ 294,217 $ 294,217 $ 294,256 $ 294,256 Marketable securities 782,941 782,941 1,004,576 1,004,576 Derivative assets 109 109 220 220 Liabilities Contingent consideration 34,595 34,595 3,350 3,350 Derivative liabilities 97 97 369 369 The fair values of accounts receivable, net and accounts payable approximate the carrying value due to the short-term nature of these instruments. The following tables summarize the composition of available-for-sale marketable securities at October 4, 2015 and December 31, 2014: October 4, 2015 Available-for-Sale Fair Market Cost Unrealized Unrealized Fair Market (in thousands) U.S. Treasury securities $ 349,464 $ 385 $ (196 ) $ 349,653 $ 19,260 U.S. government agency securities 213,149 342 — 213,491 — Corporate debt securities 115,130 1,305 (1,628 ) 114,807 48,369 Certificates of deposit and time deposits 45,652 25 — 45,677 3,505 Commercial paper 45,498 12 — 45,510 — Equity and debt mutual funds 12,291 1,183 (97 ) 13,377 1,900 Non-U.S. government securities 426 — — 426 — $ 781,610 $ 3,252 $ (1,921 ) $ 782,941 $ 73,034 Reported as follows: Cost Unrealized Unrealized Fair Market Fair Market (in thousands) Marketable securities $ 525,052 $ 335 $ (6 ) $ 525,381 $ 27,172 Long-term marketable securities 256,558 2,917 (1,915 ) 257,560 45,862 $ 781,610 $ 3,252 $ (1,921 ) $ 782,941 $ 73,034 December 31, 2014 Available-for-Sale Fair Market Cost Unrealized Unrealized Fair Market (in thousands) U.S. Treasury securities $ 402,197 $ 362 $ (405 ) $ 402,154 $ 317,771 U.S. government agency securities 258,452 135 (85 ) 258,502 104,642 Corporate debt securities 139,374 2,414 (321 ) 141,467 96,998 Commercial paper 140,616 26 (4 ) 140,638 41,747 Certificates of deposit and time deposits 49,048 11 (23 ) 49,036 20,684 Equity and debt mutual funds 10,492 1,870 (29 ) 12,333 1,234 Non-U.S. government securities 446 — — 446 — $ 1,000,625 $ 4,818 $ (867 ) $ 1,004,576 $ 583,076 Reported as follows: Cost Unrealized Unrealized Fair Market Fair Market (in thousands) Marketable securities $ 533,833 $ 99 $ (145 ) $ 533,787 $ 240,234 Long-term marketable securities 466,792 4,719 (722 ) 470,789 342,842 $ 1,000,625 $ 4,818 $ (867 ) $ 1,004,576 $ 583,076 As of October 4, 2015, unrealized losses on marketable securities were $1.9 million and the fair market value of investments with unrealized losses was $73.0 million. Of this value, $0.3 million had unrealized losses greater than one year and $72.7 million had unrealized losses less than one year. As of December 31, 2014, unrealized losses on marketable securities were $0.9 million and the fair market value of investments with unrealized losses was $583.1 million. Of this value, $2.3 million had unrealized losses greater than one year and $580.8 million had unrealized losses less than one year. Teradyne reviews its investments to identify and evaluate investments that have an indication of possible impairment. Based on this review, Teradyne determined that the unrealized losses related to these investments, at October 4, 2015 and December 31, 2014, were temporary. The contractual maturities of investments held at October 4, 2015 were as follows: October 4, 2015 Cost Fair Market (in thousands) Due within one year $ 525,052 $ 525,381 Due after 1 year through 5 years 199,957 200,305 Due after 5 years through 10 years 6,075 6,191 Due after 10 years 38,235 37,687 Total $ 769,319 $ 769,564 Contractual maturities of investments held at October 4, 2015 exclude equity and debt mutual funds as they do not have contractual maturity dates. Derivatives Teradyne conducts business in a number of foreign countries, with certain transactions denominated in local currencies. The purpose of Teradyne’s foreign currency management is to minimize the effect of exchange rate fluctuations on certain foreign currency denominated monetary assets and liabilities. Teradyne does not use derivative financial instruments for trading or speculative purposes. To minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities denominated in foreign currencies, Teradyne enters into foreign currency forward contracts. The change in fair value of these derivatives is recorded directly in earnings, and is used to offset the change in value of monetary assets and liabilities denominated in foreign currencies. The notional amount of foreign currency forward contracts was $91.5 million and $73.0 million at October 4, 2015 and December 31, 2014, respectively. The fair value of the outstanding contracts was $0.0 million and a loss of $0.1 million at October 4, 2015 and December 31, 2014, respectively. In the three and nine months ended October 4, 2015, Teradyne recorded a net realized loss of $0.8 million and $2.7 million, respectively, related to foreign currency forward contracts hedging net monetary positions. In the three months ended September 28, 2014, Teradyne recorded a net realized gain of $0.2 million related to foreign currency forward contracts hedging net monetary positions. In the nine months ended September 28, 2014, Teradyne recorded a net realized loss of $1.6 million related to foreign currency forward contracts hedging net monetary positions. 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 at October 4, 2015 and December 31, 2014: Balance Sheet Location October 4, December 31, (in thousands) Derivatives not designated as hedging instruments: Foreign exchange contracts assets Prepayments $ 109 $ 220 Foreign exchange contracts liabilities Other current liabilities (97 ) (369 ) Total derivatives $ 12 $ (149 ) Teradyne’s foreign exchange contracts are subject to master netting agreements. The following table summarizes the effect of derivative instruments recognized in the statement of operations during the three and nine months ended October 4, 2015 and September 28, 2014. The table does not reflect the corresponding gains and losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies. For the three and nine months ended October 4, 2015, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $0.1 million and $2.3 million, respectively. For the three months ended September 28, 2014, net losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $0.4 million. For the nine months ended September 28, 2014, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $0.9 million. Location of (Gains) Losses Statement of Operations For the Three Months For the Nine Months October 4, September 28, October 4, September 28, (in thousands) Derivatives not designated as hedging instruments: Foreign exchange contracts Other (income) expense, net $ 677 $ 237 $ 2,555 $ (1,632 ) Total Derivatives $ 677 $ 237 $ 2,555 $ (1,632 ) See Note F: “Debt” regarding derivatives related to the convertible senior notes. |