Financial Instruments | F. 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 Effective January 1, 2018, Teradyne adopted ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): 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 September 30, 2018 and October 1, 2017. 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 During the three and nine months ended September 30, 2018 and October 1, 2017, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments. Realized gains related to available-for-sale available-for-sale available-for-sale available-for-sale Realized gains related to available-for-sale available-for-sale Unrealized gains related to equity securities held at September 30, 2018 recorded in the three and nine months ended September 30, 2018 were $1.0 million and $1.4 million, respectively. Unrealized and realized gains related to equity securities are included in interest income and unrealized and realized losses are included in interest expense. The cost of securities sold is based on the specific identification method. 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 September 30, 2018 and December 31, 2017. September 30, 2018 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 $ 275,614 $ — $ — $ 275,614 Cash equivalents 477,869 60,536 — 538,405 Available-for-sale U.S. Treasury securities — 363,414 — 363,414 Commercial paper — 67,202 — 67,202 Corporate debt securities — 40,271 — 40,271 U.S. government agency securities — 9,004 — 9,004 Debt mutual funds 3,055 — — 3,055 Certificates of deposit and time deposits — 2,218 — 2,218 Non-U.S. — 543 — 543 Equity securities: Mutual Funds 24,685 — — 24,685 $ 781,223 $ 543,188 $ — $ 1,324,411 Derivative assets — 3 — 3 Total $ 781,223 $ 543,191 $ — $ 1,324,414 Liabilities Contingent consideration $ — $ — $ 60,942 $ 60,942 Derivative liabilities — 455 — 455 Total $ — $ 455 $ 60,942 $ 61,397 Reported as follows: (Level 1) (Level 2) (Level 3) Total (in thousands) Assets Cash and cash equivalents $ 753,483 $ 60,536 $ — $ 814,019 Marketable securities — 418,410 — 418,410 Long-term marketable securities 27,740 64,242 — 91,982 Prepayments — 3 — 3 Total $ 781,223 $ 543,191 $ — $ 1,324,414 Liabilities Other current liabilities $ — $ 455 $ — $ 455 Contingent consideration — — 35,532 35,532 Long-term contingent consideration — — 25,410 25,410 Total $ — $ 455 $ 60,942 $ 61,397 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 accrued liabilities $ — $ 446 $ — $ 446 Contingent consideration — — 24,497 24,497 Long-term contingent consideration — — 20,605 20,605 Total $ — $ 446 $ 45,102 $ 45,548 Changes in the fair value of Level 3 contingent consideration for the three and nine months ended September 30, 2018 and October 1, 2017 were as follows: For the Three Months Ended For the Nine Months Ended September 30, October 1, September 30, October 1, 2018 2017 2018 2017 (in thousands) Balance at beginning of period $ 60,914 $ 39,415 $ 45,102 $ 38,332 Acquisition of MiR — — 51,399 — Foreign currency impact 796 — (1,770 ) — Payments (a) — — (24,553 ) (1,050 ) Fair value adjustment (b) (768 ) (286 ) (9,236 ) 1,847 Balance at end of period $ 60,942 $ 39,129 $ 60,942 $ 39,129 (a) In the nine months ended September 30, 2018, Teradyne paid $24.6 million of contingent consideration for the earn-out earn-out (b) In the three and nine months ended September 30, 2018, the fair value of contingent consideration for the earn-out earn-out The following table provides quantitative information associated with the fair value measurement of Teradyne’s Level 3 financial instruments: Liability September 30, Value Valuation Technique Unobservable Inputs Weighted Average (in thousands) Contingent consideration (Universal Robots) $11,314 Monte Carlo Simulation Revenue volatility 12.9% Discount Rate 3.7% Contingent consideration (Mobile Industrial Robots) $49,628 Monte Carlo Simulation Revenue volatility 18.0% Discount Rate 0.5% As of September 30, 2018, 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 the remaining Universal Robots revenue earn-out As of September 30, 2018, the significant unobservable inputs used in the Monte Carlo simulation to fair value the MiR contingent consideration include forecasted revenue, revenue volatility, earnings before interest and taxes, and discount rate. Increases or decreases in the inputs would result in a higher or lower fair value measurement. As of September 30, 2018, the maximum amount of contingent consideration that could be paid in connection with the acquisition of MiR is $118.9 million. The earn-out The carrying amounts and fair values of Teradyne’s financial instruments at September 30, 2018 and December 31, 2017 were as follows: September 30, 2018 December 31, 2017 Carrying Value Fair Value Carrying Value Fair Value (in thousands) Assets Cash and cash equivalents $ 814,019 $ 814,019 $ 429,843 $ 429,843 Marketable securities 510,392 510,392 1,473,905 1,473,905 Derivative assets 3 3 389 389 Liabilities Contingent consideration 60,942 60,942 45,102 45,102 Derivative liabilities 455 455 446 446 Convertible debt (1) 376,417 599,438 365,987 659,525 (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 table summarizes the composition of available-for-sale September 30, 2018 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 $ 365,701 $ — $ (2,287 ) $ 363,414 $ 362,167 Commercial paper 67,208 7 (13 ) 67,202 66,186 Corporate debt securities 40,669 537 (935 ) 40,271 22,030 U.S. government agency securities 9,065 — (61 ) 9,004 9,004 Debt mutual funds 3,128 — (73 ) 3,055 1,786 Certificates of deposit and time deposits 2,218 — — 2,218 — Non-U.S. 543 — — 543 176 $ 488,532 $ 544 $ (3,369 ) $ 485,707 $ 461,349 Reported as follows: Cost Unrealized Gain Unrealized (Loss) Fair Market Value Fair Market Value of Investments with Unrealized Losses (in thousands) Marketable securities $ 418,554 $ 52 $ (196 ) $ 418,410 $ 405,959 Long-term marketable securities 69,978 492 (3,173 ) 67,297 55,390 $ 488,532 $ 544 $ (3,369 ) $ 485,707 $ 461,349 The following table summarizes the composition of available-for-sale 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 As of September 30, 2018, the fair market value of investments in available-for-sale 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 for greater than one year and $1,209.9 million had unrealized losses of $2.2 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 September 30, 2018 and December 31, 2017 were temporary. The contractual maturities of investments in available-for-sale September 30, 2018 Cost Fair Market Value (in thousands) Due within one year $ 418,554 $ 418,410 Due after 1 year through 5 years 11,477 11,368 Due after 5 years through 10 years 14,906 13,949 Due after 10 years 40,467 38,925 Total $ 485,404 $ 482,652 Contractual maturities of investments in available-for-sale 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 September 30, 2018 and December 31, 2017 was $166.6 million and $116.8 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 as of September 30, 2018 and December 31, 2017: Balance Sheet Location September 30, December 31, 2017 (in thousands) Derivatives not designated as hedging instruments: Foreign currency forward contracts assets Prepayments $ 3 $ 389 Foreign currency forward contracts liabilities Other current liabilities (455 ) (446 ) Total derivatives $ (452 ) $ (57 ) The following table summarizes the effect of derivative instruments recognized in the statement of operations for the three and nine months ended September 30, 2018 and October 1, 2017. Location of Losses (Gains) Recognized in For the Three Months Ended For the Nine Months Ended September 30, October 1, September 30, October 1, (in thousands) Derivatives not designated as hedging instruments: Foreign currency forward contracts Other (income) expense, net $ (899 ) $ (939 ) $ 2,502 $ (1,514 ) (1) The table does not reflect the corresponding gains and losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies. (2) For the three and nine months ended September 30, 2018, net losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $3.7 million and $1.2 million, respectively. (3) For the three and nine months ended October 1, 2017, net losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $1.4 million and $2.3 million, respectively. See Note G: “Debt” regarding derivatives related to the convertible senior notes. |