Financial Instruments | F 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 and equity and debt mutual funds are classified During the three months ended March 29, 2020 and March 31, 2019, there were no transfers in or out of Level 1, Level 2, or Level 3 financial instruments. Realized gains recorded in the three months ended March 29, 2020 and March 31, 2019 were $1.4 million and $0.1 million, respectively. Realized losses recorded in the three months ended March 29, 2020 and March 31, 2019 were $0.1 million. Realized gains and losses are included in other (income) expense, net. Unrealized losses on equity securities recorded in the three months ended March 29, 2020 were million. Unrealized gains on equity securities recorded in the three months ended March 31, 2019 were Unrealized gains and losses on equity securities are included in other (income) expense, net. Unrealized gains and losses on available-for-sale 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 March 29, 2020 and December 31, 2019. March 29, 2020 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 $ 270,460 $ — $ — $ 270,460 Cash equivalents 244,176 78,858 — 323,034 Available-for-sale Commercial paper — 101,947 — 101,947 U.S. Treasury securities — 85,632 — 85,632 Corporate debt securities — 67,467 — 67,467 Certificates of deposit and time deposits — 25,776 — 25,776 Debt mutual funds 5,237 — — 5,237 U.S. government agency securities — 4,402 — 4,402 Non-U.S. — 589 — 589 Equity securities: Mutual funds 20,464 — — 20,464 $ 540,337 $ 364,671 $ — $ 905,008 Derivative assets — 344 — 344 Total $ 540,337 $ 365,015 $ — $ 905,352 Liabilities Contingent consideration $ — $ — $ 20,472 $ 20,472 Derivative liabilities — 254 — 254 Total $ — $ 254 $ 20,472 $ 20,726 Reported as follows: (Level 1) (Level 2) (Level 3) Total (in thousands) Assets Cash and cash equivalents $ 514,636 $ 78,858 $ — $ 593,494 Marketable securities — 211,001 — 211,001 Long-term marketable securities 25,701 74,812 — 100,513 Prepayments and other current assets — 344 — 344 Total $ 540,337 $ 365,015 $ — $ 905,352 Liabilities Other current liabilities $ — $ 254 $ — $ 254 Contingent consideration — — 662 662 Long-term contingent consideration — — 19,810 19,810 Total $ — $ 254 $ 20,472 $ 20,726 December 31, 2019 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 $ 311,975 $ — $ — 311,975 Cash equivalents 410,285 51,664 — 461,949 Available-for-sale Corporate debt securities — 97,307 — 97,307 Commercial paper — 54,149 — 54,149 U.S. Treasury securities — 42,382 — 42,382 U.S. government agency securities — 9,952 — 9,952 Debt mutual funds 6,888 — — 6,888 Certificates of deposit and time deposits — 4,751 — 4,751 Non-U.S. — 592 — 592 Equity securities: Equity mutual funds 25,772 — — 25,772 $ 754,920 $ 260,797 $ — $ 1,015,717 Derivative assets — 528 — 528 Total $ 754,920 $ 261,325 $ — $ 1,016,245 Liabilities Contingent consideration $ — $ — $ 39,705 $ 39,705 Derivative liabilities — 203 — 203 Total $ — $ 203 $ 39,705 $ 39,908 Reported as follows: (Level 1) (Level 2) (Level 3) Total (in thousands) Assets Cash and cash equivalents $ 722,260 $ 51,664 $ — $ 773,924 Marketable securities — 137,303 — 137,303 Long-term marketable securities 32,660 71,830 — 104,490 Prepayments and other current assets — 528 — 528 Total $ 754,920 $ 261,325 $ — $ 1,016,245 Liabilities Other accrued liabilities $ — $ 203 $ — $ 203 Contingent consideration — — 9,106 9,106 Long-term contingent consideration — — 30,599 30,599 Total $ — $ 203 $ 39,705 $ 39,908 Changes in the fair value of Level 3 contingent consideration for the three months ended March 29, 2020 and March 31, 2019 were as follows: For the Three Months Ended March 29, March 31, 2020 2019 (in thousands) Balance at beginning of period $ 39,705 $ 70,543 Foreign currency impact (361 ) (610 ) Payments (a)(b) (8,852 ) (34,590 ) Fair value adjustment (c)(d) (10,020 ) 2,970 Balance at end of period $ 20,472 $ 38,313 (a) In the three months ended March 29, 2020, Teradyne paid $8.9 million of contingent consideration for the earn-out (b) In the three months ended March 31, 2019, Teradyne paid $30.8 million and $3.8 million of contingent consideration for the earn-outs in connection with the acquisitions of MiR and Universal Robots A/S (“Universal Robots”), respectively. (c) In the three months ended March 29, 2020, the fair value of contingent consideration for the earn-outs in connection with the acquisitions of MiR and AutoGuide decreased by $2.9 million and $7.1 million, respectively, due to lower forecasted results. (d) In the three months ended March 31, 2019, 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 March 29, 2020 Fair Valuation Technique Unobservable Inputs Weighted Average (in thousands) Contingent consideration (AutoGuide) $ 19,810 Monte Carlo Simulation Revenue volatility 14.0 % Discount Rate 4.4 % Contingent consideration (MiR) $ 662 Monte Carlo Simulation Revenue volatility 16.0 % Discount Rate 2.2 % As of March 29, 2020, the significant unobservable inputs used in the Monte Carlo simulation to fair value the AutoGuide and MiR contingent consideration include forecasted revenues, 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 March 29, 2020, the maximum amount of contingent consideration that could be paid in connection with the acquisition of AutoGuide is $106.9 million. The earn-out As of March 29, 2020, the maximum amount of contingent consideration that could be paid in connection with the acquisition of MiR is $61.4 million. The remaining earn-out The carrying amounts and fair values of Teradyne’s financial instruments at March 29, 2020 and December 31, 2019 were as follows: March 29, 2020 December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value (in thousands) Assets Cash and cash equivalents $ 593,494 $ 593,494 $ 773,924 $ 773,924 Marketable securities 311,514 311,514 241,793 241,793 Derivative assets 344 344 528 528 Liabilities Contingent consideration 20,472 20,472 39,705 39,705 Derivative liabilities 254 254 203 203 Convertible debt (1) 398,466 829,438 394,687 1,010,275 (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 March 29, 2020 Available-for-Sale Cost Unrealized Gain Unrealized (Loss) Fair Market Value Fair Market Value of Investments with Unrealized Losses (in thousands) Commercial paper $ 101,915 $ 33 $ (1 ) $ 101,947 $ 1,296 U.S. Treasury securities 82,680 2,958 (6 ) 85,632 96 Corporate debt securities 65,696 2,951 (1,180 ) 67,467 40,891 Certificates of deposit and time deposits 25,769 7 — 25,776 — Debt mutual funds 5,089 148 — 5,237 — U.S. government agency securities 4,335 67 — 4,402 — Non-U.S. 589 — — 589 — $ 286,073 $ 6,164 $ (1,187 ) $ 291,050 $ 42,283 Reported as follows: Cost Unrealized Gain Unrealized (Loss) Fair Market Value Fair Market Value of Investments with Unrealized Losses (in thousands) Marketable securities $ 210,722 $ 430 $ (151 ) $ 211,001 $ 32,037 Long-term marketable securities 75,351 5,734 (1,036 ) 80,049 10,246 $ 286,073 $ 6,164 $ (1,187 ) $ 291,050 $ 42,283 Reported as follows: Cost Unrealized Gain Unrealized (Loss) Fair Market Value Fair Market Value of Investments with Unrealized Losses (in thousands) Marketable securities $ 137,144 $ 160 $ (1 ) $ 137,303 $ 2,922 Long-term marketable securities 74,452 4,527 (261 ) 78,718 21,077 $ 211,596 $ 4,687 $ (262 ) $ 216,021 $ 23,999 As of March 29, 2020 and December 31, 2019, the fair market value of investments with unrealized losses less than one year totaled $42.3 million and $23.6 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 March 29, 2020 and December 31, 2019 were not other than temporary. The contractual maturities of investments in available-for-sale March 29, 2020 Cost Fair Market Value (in thousands) Due within one year $ 210,722 $ 211,001 Due after 1 year through 5 years 18,933 19,465 Due after 5 years through 10 years 12,440 13,160 Due after 10 years 38,889 42,187 Total $ 280,984 $ 285,813 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 March 29, 2020 and December 31, 2019 was $132.1 million and $144.9 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 March 29, 2020 and December 31, 2019: Balance Sheet Location March 29, December 31, (in thousands) Derivatives not designated as hedging instruments: Foreign exchange contracts Prepayments $ 344 $ 528 Foreign exchange contracts Other current liabilities (254 ) (203 ) Total derivatives $ 90 $ 325 The following table summarizes the effect of derivative instruments recognized in the statement of operations for the three months ended March 29, 2020 and March 31, 2019: Location of Losses For the Three Months Ended Recognized in March 29, March 31, 2020 2019 (in thousands) Derivatives not designated as hedging instruments: Foreign exchange contracts Other (income) expense, net $ 4,011 $ 3,934 (1) The table does not reflect the corresponding gains and losses from the remeasurement of the (2) For the three months ended March 29, 2020 and March 31, 2019, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $2.0 See Note G |