Financial Instruments | 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 Realized gains recorded in 2017, 2016, and 2015 were $1.1 million, $1.6 million, and $1.7 million, respectively. Realized losses recorded in 2017, 2016, and 2015 were $0.3 million, $0.5 million, and $0.4 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 years ended December 31, 2017 and 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 December 31, 2017 and 2016: December 31, 2017 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 $ 197,955 $ — $ — $ 197,955 Cash equivalents 206,335 25,553 — 231,888 Available for sale securities: U.S. Treasury securities — 855,795 — 855,795 Commercial paper — 282,840 — 282,840 Certificates of deposit and time deposits — 167,342 — 167,342 Corporate debt securities — 133,186 — 133,186 Equity and debt mutual funds 23,430 — — 23,430 U.S. government agency securities — 10,726 — 10,726 Non-U.S. — 586 — 586 $ 427,720 $ 1,476,028 $ — $ 1,903,748 Derivative assets — 389 — 389 Total $ 427,720 $ 1,476,417 $ — $ 1,904,137 Liabilities Contingent consideration $ — $ — $ 45,102 $ 45,102 Derivative liabilities — 446 — 446 Total $ — $ 446 $ 45,102 $ 45,548 Reported as follows: (Level 1) (Level 2) (Level 3) Total (in thousands) Assets Cash and cash equivalents $ 404,290 $ 25,553 $ — $ 429,843 Marketable securities — 1,347,979 — 1,347,979 Long-term marketable securities 23,430 102,496 — 125,926 Prepayments — 389 — 389 Total $ 427,720 $ 1,476,417 $ — $ 1,904,137 Liabilities Other current liabilities $ — $ 446 $ — $ 446 Contingent consideration — — 24,497 24,497 Long-term contingent consideration — — 20,605 20,605 Total $ — $ 446 $ 45,102 $ 45,548 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 — 902,800 — 902,800 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 — 39,252 — 39,252 Equity and debt mutual funds 18,171 — — 18,171 Non-U.S. — 728 — 728 $ 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 Total $ 270,351 $ 1,342,401 $ — $ 1,612,752 Liabilities Other current liabilities $ — $ 131 $ — $ 131 Contingent consideration — — 1,050 1,050 Long-term contingent consideration — — 37,282 37,282 Total $ — $ 131 $ 38,332 $ 38,463 Changes in the fair value of Level 3 contingent consideration for the years ended December 31, 2017 and 2016 were as follows: Contingent Consideration (in thousands) Balance at December 31, 2015 $ 37,436 Payments (1) (15,000 ) Fair value adjustment of AIT (2) 550 Fair value adjustment of Universal Robots (2) 15,346 Balance at December 31, 2016 38,332 Payments (3) (1,050 ) Fair value adjustment of Universal Robots (4) 7,820 Balance at December 31, 2017 $ 45,102 (1) During the year ended December 31, 2016, based on Universal Robots’ calendar year 2015 EBITDA results, Teradyne paid $15 million or 100% of the eligible EBITDA contingent consideration amount. (2) During the year ended December 31, 2016, the fair value of contingent consideration for the earn-out earn-out (3) During the year ended December 31, 2017, Teradyne paid $1.1 million of contingent consideration for the earn-out (4) During the year ended December 31, 2017, 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 instrument: Liability December 31, 2017 Fair Value Valuation Technique Unobservable Inputs Weighted Average (in thousands) Contingent consideration (Universal Robots) $ 24,497 (1) $ 20,605 Monte Carlo simulation Revenue for the period July 1, 2015—December 31, 2018 volatility 11.2% Discount Rate 3.3% (1) Contingent consideration of $24.5 million is expected to be paid in March 2018. As of December 31, 2017, the significant unobservable inputs used in the Monte Carlo simulation to fair value the Universal Robots contingent consideration include forecasted revenues, 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 the remaining Universal Robots earn-out The carrying amounts and fair values of financial instruments at December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 Carrying Value Fair Value Carrying Value Fair Value (in thousands) Assets Cash and cash equivalents $ 429,843 $ 429,843 $ 307,884 $ 307,884 Marketable securities 1,473,905 1,473,905 1,304,867 1,304,867 Derivative assets 389 389 1 1 Liabilities Contingent consideration 45,102 45,102 38,332 38,332 Derivative liabilities 446 446 131 131 Convertible debt (1) 365,987 659,525 352,669 486,754 (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 amount due to the short term nature of these instruments. The following tables summarize the composition of available for sale marketable securities at December 31, 2017 and 2016: December 31, 2017 Available-for-Sale Fair Market Value of Investments with Unrealized Losses Cost Unrealized Gain Unrealized (Loss) Fair Market Value (in thousands) U.S. Treasury securities $ 858,258 $ 72 $ (2,535 ) $ 855,795 $ 850,163 Commercial paper 283,009 18 (187 ) 282,840 258,933 Certificates of deposit and time deposits 167,523 6 (187 ) 167,342 138,340 Corporate debt securities 131,179 2,380 (373 ) 133,186 91,010 Equity and debt mutual funds 19,403 4,102 (75 ) 23,430 1,723 U.S. government agency securities 10,775 — (49 ) 10,726 10,726 Non-U.S. 582 4 — 586 — $ 1,470,729 $ 6,582 $ (3,406 ) $ 1,473,905 $ 1,350,896 Reported as follows: Cost Unrealized Gain Unrealized (Loss) Fair Market Value Fair Market Value of Investments with Unrealized Losses (in thousands) Marketable securities $ 1,349,970 $ 38 $ (2,029 ) $ 1,347,979 $ 1,288,844 Long-term marketable securities 120,759 6,544 (1,377 ) 125,926 62,052 $ 1,470,729 $ 6,582 $ (3,406 ) $ 1,473,905 $ 1,350,896 December 31, 2016 Available-for-Sale Fair Market Value of Investments with Unrealized Losses Cost Unrealized Gain Unrealized (Loss) Fair Market Value (in thousands) U.S. Treasury securities $ 904,737 $ 97 $ (2,034 ) $ 902,800 $ 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 39,264 7 (19 ) 39,252 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 December 31, 2017, the fair market value of investments with unrealized losses totaled $1,350.9 million. Of this value, $141.0 million had unrealized losses of $1.2 million greater than one year and $1,209.9 million had unrealized losses of $2.2 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 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 December 31, 2017 and 2016, were temporary. The contractual maturities of investments held at December 31, 2017 were as follows: Cost Fair Value (in thousands) Due within one year $ 1,349,970 $ 1,347,979 Due after 1 year through 5 years 48,796 48,599 Due after 5 years through 10 years 13,916 13,489 Due after 10 years 38,644 40,408 Total $ 1,451,326 $ 1,450,475 Contractual maturities of investments held at December 31, 2017 exclude $23.4 million of equity and debt mutual funds as they do not have a contractual maturity date. The following table sets forth by fair value hierarchy Teradyne’s non-financial non-recurring July 3, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Total (in thousands) Assets Goodwill $ — $ — $ 7,976 $ 7,976 $ 254,946 Definite lived intangible assets — — 5,750 5,750 83,339 $ — $ — $ 13,726 $ 13,726 $ 338,285 (1) In accordance with the provisions of ASC 350-20, Goodwill (2) In accordance with the provisions of ASC 360-10, “Property, Plant and Equipment”, 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 the monetary assets and liabilities denominated in foreign currencies. At December 31, 2017 and 2016, Teradyne had the following contracts to buy and sell non-U.S. non-U.S. December 31, 2017 December 31, 2016 Buy Position Sell Position Net Total Buy Position Sell Position Net Total (in millions) Japanese Yen $ (35.7 ) $ — $ (35.7 ) $ (17.7 ) $ — $ (17.7 ) Taiwan Dollar (9.9 ) — (9.9 ) (6.9 ) — (6.9 ) Korean Won (8.9 ) — (8.9 ) (8.8 ) — (8.8 ) British Pound Sterling (1.4 ) — (1.4 ) (1.3 ) — (1.3 ) Singapore Dollar — 33.5 33.5 — 24.0 24.0 Euro — 27.4 27.4 — 25.2 25.2 Total $ (55.9 ) $ 60.9 $ 5.0 $ (34.7 ) $ 49.2 $ 14.5 The fair value of the outstanding contracts was a loss of $0.1 million, at December 31, 2017 and 2016. 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 December 31, 2017 and 2016: Balance Sheet Location 2017 2016 (in thousands) Derivatives not designated as hedging instruments: Foreign exchange contracts Prepayments $ 389 $ 1 Foreign exchange contracts Other current liabilities (446 ) (131 ) Total derivatives $ (57 ) $ (130 ) The following table summarizes the effect of derivative instruments in the statements of operations recognized for the years ended December 31, 2017, 2016, and 2015. Location of (Gains) Losses Recognized in Statement of Operations 2017 2016 2015 (in thousands) Derivatives not designated as hedging instruments: Foreign exchange contracts Other (income) expense, net $ (1,133 ) $ 8,671 $ 3,047 (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 year ended December 31, 2017, net losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $2.9 million. (3) For the years ended December 31, 2016, and 2015, net gains from the remeasurement of the monetary assets and liabilities denominated in foreign currencies were $8.0 million and $2.5 million, respectively. See Note H: “Debt” regarding derivatives related to the convertible senior notes. Concentration of Credit Risk Financial instruments which potentially subject Teradyne to concentrations of credit risk consist principally of cash equivalents, marketable securities, forward currency contracts and accounts receivable. Teradyne’s cash equivalents consist primarily of money market funds invested in U.S. Treasuries and government agencies. Teradyne’s fixed income available-for-sale Equity Interest On November 1, 2013, in connection with the acquisition of Empirix, Inc. by Thoma Bravo LLC, Teradyne sold its equity interest in Empirix, Inc., a private company, and received cash proceeds of $34.2 million which was recorded as a gain in other (income) expense, net in the fourth quarter of 2013. An additional $5.4 million of cash proceeds that was held in escrow for 15 months, for potential indemnifications to the buyer, was paid to Teradyne in February 2015 and it was recorded as a gain in other (income) expense, net in the first quarter of 2015. |