Financial Instruments | E. 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 accounts for its investments in debt and equity securities in accordance with the provisions of ASC 320-10, Investments—Debt and Equity Securities. 320-10 available-for-sale held-to-maturity available-for-sale 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 months ended April 2, 2017 and April 3, 2016. As defined in ASC 820-10, Fair Value Measurements and Disclosures, 820-10 Level 1: Quoted prices in active markets for identical assets as of the reporting date; Level 2: Inputs other than Level 1, that are observable either directly or indirectly as of the reporting date. For example, a common approach for valuing fixed income securities is the use of matrix pricing. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices, and is considered a Level 2 input; or Level 3: Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include Teradyne’s own data. Teradyne’s available-for-sale Realized gains recorded in the three months ended April 2, 2017 and April 3, 2016 were $0.3 million and $0.2 million, respectively. Realized losses recorded in the three months ended April 2, 2017 and April 3, 2016 were $0.2 million and $0.2 million, respectively. Realized gains are included in interest income and realized losses are included in interest expense. Unrealized gains and losses are included in accumulated other comprehensive income (loss). The cost of securities sold is based on the specific identification method. During the three months ended April 2, 2017 and April 3, 2016, 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 April 2, 2017 and December 31, 2016. April 2, 2017 Quoted Prices Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (in thousands) Assets Cash $ 202,925 $ — $ — $ 202,925 Cash equivalents 115,578 6,243 — 121,821 Available-for-sale U.S. Treasury securities — 854,547 — 854,547 Commercial paper — 121,065 — 121,065 Corporate debt securities — 89,731 — 89,731 Certificates of deposit and time deposits — 50,578 — 50,578 U.S. government agency securities — 21,149 — 21,149 Equity and debt mutual funds 19,986 — — 19,986 Non-U.S. — 583 — 583 Total $ 338,489 $ 1,143,896 $ — $ 1,482,385 Derivative assets — 145 — 145 Total $ 338,489 $ 1,144,041 $ — $ 1,482,530 Liabilities Contingent consideration $ — $ — $ 37,916 $ 37,916 Derivative liabilities — 107 — 107 Total $ — $ 107 $ 37,916 $ 38,023 Reported as follows: (Level 1) (Level 2) (Level 3) Total (in thousands) Assets Cash and cash equivalents $ 318,503 $ 6,243 $ — $ 324,746 Marketable securities — 895,578 — 895,578 Long-term marketable securities 19,986 242,075 — 262,061 Prepayments — 145 — 145 $ 338,489 $ 1,144,041 $ — $ 1,482,530 Liabilities . Other current liabilities $ — $ 107 $ — $ 107 Contingent consideration — — 21,711 21,711 Long-term contingent consideration — — 16,205 16,205 $ — $ 107 $ 37,916 $ 38,023 December 31, 2016 Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (in thousands) Assets Cash $ 214,722 $ — $ — $ 214,722 Cash equivalents 37,458 55,704 — 93,162 Available for sale securities: U.S. Treasury securities — 900,038 — 900,038 Commercial paper — 161,630 — 161,630 Corporate debt securities — 100,153 — 100,153 Certificates of deposit and time deposits — 82,133 — 82,133 U.S. government agency securities — 42,014 — 42,014 Equity and debt mutual funds 18,171 — — 18,171 Non-U.S. — 728 — 728 Total $ 270,351 $ 1,342,400 $ — $ 1,612,751 Derivative assets — 1 — 1 Total $ 270,351 $ 1,342,401 $ — $ 1,612,752 Liabilities Contingent consideration $ — $ — $ 38,332 $ 38,332 Derivative liabilities — 131 — 131 Total $ — $ 131 $ 38,332 $ 38,463 Reported as follows: (Level 1) (Level 2) (Level 3) Total (in thousands) Assets Cash and cash equivalents $ 252,180 $ 55,704 $ — $ 307,884 Marketable securities — 871,024 — 871,024 Long-term marketable securities 18,171 415,672 — 433,843 Prepayments — 1 — 1 $ 270,351 $ 1,342,401 $ — $ 1,612,752 Liabilities Other accrued liabilities $ — $ 131 $ — $ 131 Contingent consideration — — 1,050 1,050 Long-term contingent consideration — — 37,282 37,282 $ — $ 131 $ 38,332 $ 38,463 Changes in the fair value of Level 3 contingent consideration for the three months ended April 2, 2017 and April 3, 2016 were as follows: For the Three Months Ended April 2, April 3, 2017 2016 (in thousands) Balance at beginning of period $ 38,332 $ 37,436 Payments (a) (1,050 ) (15,000 ) Fair value adjustment (b) 634 1,173 Balance at end of period $ 37,916 $ 23,609 (a) In the three months ended April 2, 2017, Teradyne paid $1.1 million of the AIT contingent consideration. In the three months ended April 3, 2016 based on Universal Robots’ calendar year 2015 EBITDA results, Teradyne paid $15.0 million or 100% of the eligible EBITDA contingent consideration amount. (b) In the three months ended April 2, 2017 and April 3, 2016, the fair value of contingent consideration for the earn-out The following table provides quantitative information associated with the fair value measurement of Teradyne’s Level 3 financial instruments: Liability April 2, 2017 Fair Value Valuation Technique Unobservable Inputs Weighted Average (in thousands) Contingent consideration (Universal Robots) $ 21,711 Monte Carlo Simulation Revenues for the period July 1, 2015—December 31, 12.2 % Discount Rate 2.8 % $ 16,205 Monte Carlo Simulation Revenues for the period July 1, 2015—December 31, 12.2 % Discount Rate 2.8 % As of April 2, 2017, the significant unobservable inputs used in the Monte Carlo simulation to fair value the Universal Robots contingent consideration include forecasted revenue, revenue volatility and discount rate. Increases or decreases in the inputs would result in a higher or lower fair value measurement. The maximum payment for each of the two Universal Robots revenue earn-outs is $25.0 million. The carrying amounts and fair values of Teradyne’s financial instruments at April 2, 2017 and December 31, 2016 were as follows: April 2, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value (in thousands) Assets Cash and cash equivalents $ 324,746 $ 324,746 $ 307,884 $ 307,884 Marketable securities 1,157,639 1,157,639 1,304,867 1,304,867 Derivative assets 145 145 1 1 Liabilities Contingent consideration 37,916 37,916 38,332 38,332 Derivative liabilities 107 107 131 131 Convertible debt (1) 355,937 534,750 352,669 486,754 (1) The carrying value represents the bifurcated debt component only, while the fair value is based on quoted market prices for the convertible note which includes the equity conversion features. 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 April 2, 2017 Available-for-Sale Cost Unrealized Gain Unrealized (Loss) Fair Market Value Fair Market Value of Investments with Unrealized Losses (in thousands) U.S. Treasury securities $ 856,714 $ 37 $ (2,204 ) $ 854,547 $ 846,287 Commercial paper 121,073 7 (15 ) 121,065 76,050 Corporate debt securities 89,164 1,151 (584 ) 89,731 56,678 Certificates of deposit and time deposits 50,541 37 — 50,578 — U.S. government agency securities 21,174 8 (33 ) 21,149 10,024 Equity and debt mutual funds 17,472 2,546 (32 ) 19,986 1,415 Non-U.S. 578 5 — 583 — $ 1,156,716 $ 3,791 $ (2,868 ) $ 1,157,639 $ 990,454 Reported as follows: Cost Unrealized Gain Unrealized (Loss) Fair Market Value Fair Market Value of Investments with Unrealized Losses (in thousands) Marketable securities $ 896,345 $ 56 $ (823 ) $ 895,578 $ 774,974 Long-term marketable securities 260,371 3,735 (2,045 ) 262,061 215,480 $ 1,156,716 $ 3,791 $ (2,868 ) $ 1,157,639 $ 990,454 December 31, 2016 Available-for-Sale Cost Unrealized Gain Unrealized (Loss) Fair Market Value Fair Market Value of Investments with Unrealized Losses (in thousands) U.S. Treasury securities $ 901,975 $ 97 $ (2,034 ) $ 900,038 $ 572,284 Commercial paper 161,672 24 (66 ) 161,630 84,034 Corporate debt securities 99,708 1,065 (620 ) 100,153 53,642 Certificates of deposit and time deposits 82,080 54 (1 ) 82,133 7,760 U.S. government agency securities 42,026 7 (19 ) 42,014 13,461 Equity and debt mutual funds 16,505 1,724 (58 ) 18,171 1,661 Non-U.S. 745 6 (23 ) 728 137 $ 1,304,711 $ 2,977 $ (2,821 ) $ 1,304,867 $ 732,979 Reported as follows: Cost Unrealized Gain Unrealized (Loss) Fair Market Value Fair Market Value of Investments with Unrealized Losses (in thousands) Marketable securities $ 871,321 $ 134 $ (431 ) $ 871,024 $ 423,128 Long-term marketable securities 433,390 2,843 (2,390 ) 433,843 309,851 $ 1,304,711 $ 2,977 $ (2,821 ) $ 1,304,867 $ 732,979 As of April 2, 2017, the fair market value of investments with unrealized losses totaled $990.5 million. Of this value, $2.2 million had unrealized losses of $0.2 million for greater than one year and $988.3 million had unrealized losses of $2.6 million for less than one year. As of December 31, 2016, the fair market value of investments with unrealized losses totaled $733.0 million. Of this value, $2.9 million had unrealized losses of $0.3 million for greater than one year and $730.1 million had unrealized losses of $2.5 million for less than one year. Teradyne reviews its investments to identify and evaluate investments that have an indication of possible impairment. Based on this review, Teradyne determined that the unrealized losses related to these investments at April 2, 2017 and December 31, 2016, were temporary. The contractual maturities of investments held at April 2, 2017 were as follows: April 2, 2017 Cost Fair Market Value (in thousands) Due within one year $ 896,345 $ 895,578 Due after 1 year through 5 years 190,557 190,252 Due after 5 years through 10 years 12,270 11,812 Due after 10 years 40,072 40,011 Total $ 1,139,244 $ 1,137,653 Contractual maturities of investments held at April 2, 2017 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 at April 2, 2017 and December 31, 2016 was $89.2 million and $83.9 million, respectively. The fair value of the outstanding contracts was $0.0 million at April 2, 2017 and a loss of $0.1 million at December 31, 2016. For the three months ended April 2, 2017 and April 3, 2016, Teradyne recorded net realized losses related to foreign currency forward contracts hedging net monetary assets and liabilities of $1.0 million and $3.3 million, respectively. 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 April 2, 2017 and December 31, 2016: Balance Sheet Location April 2, 2017 December 31, 2016 (in thousands) Derivatives not designated as hedging instruments: Foreign exchange contracts assets Prepayments $ 145 $ 1 Foreign exchange contracts liabilities Other current liabilities (107 ) (131 ) Total derivatives $ 38 $ (130 ) The following table summarizes the effect of derivative instruments recognized in the statement of operations during the three months ended April 2, 2017 and April 3, 2016. Location of Losses For the Three Months Ended Recognized in April 2, April 3, Statements of Operations 2017 2016 (in thousands) Derivatives not designated as hedging instruments: Foreign exchange contracts Other (income) expense, net $ 1,011 $ 3,298 Total Derivatives $ 1,011 $ 3,298 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 months ended April 2, 2017 and April 3, 2016, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $1.5 million and $3.4 million, respectively. |