☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
MASSACHUSETTS
|
04-2272148
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification Number)
|
600 RIVERPARK DRIVE
NORTH READING, MASSACHUSETTS
|
01864
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of
e
ach
c
lass
|
Trading Symbol(s)
|
|
Name of
e
ach
e
xchange on
w
hich
r
egistered
|
|
|
|
|
|
|
Common Stock, par value $0.125 per share
|
TER
|
|
Nasdaq Stock Market LLC
|
|
|
|
|
|
|
|
|
|
|
|
Page No.
|
|
|
|
||||||
Item 1.
|
|
|
|
1
|
|
|
Item 1A.
|
|
|
|
10
|
|
|
Item 1B.
|
|
|
|
21
|
|
|
Item 2.
|
|
|
|
21
|
|
|
Item 3.
|
|
|
|
22
|
|
|
Item 4.
|
|
|
|
22
|
|
|
|
|
|||||
|
||||||
Item 5.
|
|
|
|
23
|
|
|
Item 6.
|
|
|
|
23
|
|
|
Item 7.
|
|
|
|
24
|
|
|
Item 7A.
|
|
|
|
40
|
|
|
Item 8.
|
|
|
|
42
|
|
|
Item 9.
|
|
|
|
107
|
|
|
Item 9A.
|
|
|
|
107
|
|
|
Item 9B.
|
|
|
|
108
|
|
|
|
|
|||||
|
||||||
Item 10.
|
|
|
|
109
|
|
|
Item 11.
|
|
|
|
109
|
|
|
Item 12.
|
|
|
|
109
|
|
|
Item 13.
|
|
|
|
109
|
|
|
Item 14.
|
|
|
|
109
|
|
|
|
|
|||||
|
||||||
Item 15.
|
|
|
|
110
|
|
|
Item 16.
|
|
|
|
111
|
|
|
|
|
|
|
117
|
|
Item 1:
|
Business
|
• | semiconductor test (“Semiconductor Test”) systems; |
• | defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, storage test (“Storage Test”) systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”); |
• | industrial automation (“Industrial Automation”) products; and |
• | wireless test (“Wireless Test”) systems. |
• | improve and control product quality; |
• | measure and improve product performance; |
• | reduce time to market; and |
• | increase production yields. |
• | A high efficiency multi-site architecture that reduces tester overhead such as instrument setup, synchronization and data movement, and signal processing; |
• |
The
IG-XL
™
software operating system which provides fast program development, including instant conversion from single to multi-site test; and
|
• | Broad technology coverage by instruments designed to cover the range of test parameters, coupled with a universal slot test head design that allows easy test system reconfiguration to address changing test needs. |
• | easy programming using a graphical interface which allows users to program the collaborative robot in a few hours; |
• | flexibility and ease of use in allowing customers to change the task the collaborative robot is performing as their production demands dictate; |
• | safe operations as collaborative robots can assist workers in side by side production environments requiring no special safety enclosures or shielding to protect workers; and |
• | short payback period, on average less than 12 months. |
• | easy programming using a graphical interface which allows users to program the collaborative robot in a few hours; |
• | ease of use, speed of deployment and flexibility in allowing customers to change the task as their demands dictate; |
• | reliable autonomous navigation over large manufacturing and warehouse areas; and |
• | short payback period, on average 12–18 months. |
• | highly flexible, adaptive, robot motion control; and |
• | task optimized robotic path planning. |
|
2019
|
|
2018
|
|
||||
|
(in millions)
|
|||||||
Semiconductor Test
|
$ |
543.2
|
$ |
367.5
|
||||
System Test
|
206.0
|
149.5
|
||||||
Wireless Test
|
42.9
|
32.0
|
||||||
Industrial Automation
|
17.9
|
19.7
|
||||||
|
$ |
810.0
|
$ |
568.7
|
||||
• | patents; |
• | copyrights; |
• | trademarks; |
• | trade secrets; |
• | standards of business conduct and related business practices; and |
• |
technology license agreements, software license agreements,
non-disclosure
agreements, employment agreements, and other agreements.
|
Executive Officer
|
Age
|
|
Position
|
Business Experience for The Past 5 Years
|
||||
Mark E. Jagiela
|
59
|
Chief Executive Officer and President
|
Chief Executive Officer since February 2014; President of Teradyne since January 2013; President of Semiconductor Test from 2003 to February 2016; Vice President of Teradyne from 2001 to 2013.
|
|||||
Sanjay Mehta
|
51
|
Vice President, Chief Financial Officer and Treasurer
|
Vice President, Chief Financial Officer and Treasurer of Teradyne since April 2019; Senior Vice President and General Manager of Compute and XR Products at Qualcomm Technologies, Inc. (“Qualcomm”) from June 2018 to March 2019; President of Qualcomm’s semiconductor segment (“QCT”) China from March 2016 to June 2018; Senior Vice President Business Operations of QCT at Qualcomm from November 2015 to March 2016; Chief Financial Officer and Senior Vice President, Sales Operations, of QCT at Qualcomm from October 2010 to November 2015.
|
|||||
Charles J. Gray
|
58
|
Vice President, General Counsel and Secretary
|
Vice President, General Counsel and Secretary of Teradyne since April 2009.
|
|||||
Bradford B. Robbins
|
61
|
President of Wireless Test
|
President of Wireless Test since August 2014; Chief Operating Officer of LitePoint Corporation from 2012 to 2014; Vice President of Teradyne since 2001.
|
|||||
Gregory S. Smith
|
56
|
President of Semiconductor Test
|
President of Semiconductor Test since February 2016; Vice President, SOC Business Group and Marketing Manager for Semiconductor Test Group from January 2014 to February 2016; Business Unit Manager, Complex SOC Business Unit from 2009 to January 2014.
|
|||||
Walter G. Vahey
|
55
|
Executive Vice President, Business Development
|
Executive Vice President, Business Development since December 2017; President of System Test from July 2012 to December 2017; Vice President of Teradyne since 2008; General Manager of Storage Test from 2008 to December 2017; General Manager of Production Board Test from April 2013 to December 2017.
|
Item 1A:
|
Risk Factors
|
• | a worldwide economic slowdown or disruption in the global financial or industrial markets; |
• | competitive pressures on selling prices; |
• | our ability to introduce, and the market acceptance of, new products; |
• | changes in product revenues mix resulting from changes in customer demand; |
• | the level of orders received which can be shipped in a quarter because of the tendency of customers to wait until late in a quarter to commit to purchase due to capital expenditure approvals and constraints occurring at the end of a quarter, or the hope of obtaining more favorable pricing from a competitor seeking the business; |
• | engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia; |
• | provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products; |
• | impairment charges for certain long-lived and intangible assets, and goodwill; |
• | an increase in the leasing of our products to customers; |
• | disruption caused by health epidemics, such as the coronavirus outbreak; |
• | our ability to expand our global distribution channel for our collaborative and mobile robots; |
• | parallel or multi-site testing which could lead to a decrease in the ultimate size of the market for our semiconductor and electronic test products; and |
• | the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase. |
• | unexpected changes in legal and regulatory requirements affecting international markets; |
• | changes in tariffs and exchange rates; |
• | social, political and economic instability, acts of terrorism and international conflicts; |
• | disruption caused by health epidemics, such as the coronavirus outbreak; |
• | difficulties in protecting intellectual property; |
• | difficulties in accounts receivable collection; |
• | cultural differences in the conduct of business; |
• | difficulties in staffing and managing international operations; |
• | compliance with anti-corruption laws; |
• | compliance with data privacy regulations; |
• | compliance with customs and trade regulations; and |
• | compliance with international tax laws and regulations. |
• | new product selection; |
• | ability to meet customer requirements including with respect to safety and cyber security; |
• | development of competitive products by competitors; |
• | timely and efficient completion of product design; |
• | timely and efficient implementation of manufacturing and manufacturing processes; |
• | timely remediation of product performance issues, if any, identified during testing; |
• | assembly processes and product performance at customer locations; |
• | differentiation of our products from our competitors’ products; |
• | management of customer expectations concerning product capabilities and product life cycles; |
• | transition of customers to new product platforms; |
• | compliance with product safety regulations; |
• | ability to protect products from cyber attacks when used by our customers; |
• | ability to attract and retain technical talent; and |
• | innovation that does not infringe on the intellectual property rights of third parties. |
• | restrict our ability to expand facilities; |
• | restrict our ability to ship certain products; |
• | require us to modify our operations logistics; |
• | require us to acquire costly equipment; or |
• | require us to incur other significant costs and expenses. |
• | make it difficult to make payments on this indebtedness and our other obligations; |
• | make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes; |
• | require the dedication of a substantial portion of any cash flow from operations to service for indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures; and |
• | limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete. |
Item 1B:
|
Unresolved Staff Comments
|
Item 2:
|
Properties
|
Item 3:
|
Legal Proceedings
|
Item 4:
|
Mine Safety Disclosure
|
Item 5:
|
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
Period
|
(a) Total
Number of
Shares
(or Units)
Purchased
|
|
(b) Average
Price Paid per
Share (or Unit)
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that may Yet Be
Purchased Under the
Plans or Programs
|
|
||||||||
September 30, 2019 – October 27, 2019
|
757
|
$ |
59.49
|
756
|
$ |
262,786
|
||||||||||
October 28, 2019 – November 24, 2019
|
690
|
$ |
63.81
|
689
|
$ |
218,846
|
||||||||||
November 25, 2019 – December 31, 2019
|
658
|
$ |
64.38
|
657
|
$ |
176,522
|
||||||||||
|
2,105
|
(1) | $ |
62.43
|
(1) |
2,102
|
|
|||||||||
(1) | Includes approximately three thousand shares at an average price of $60.44 withheld from employees for the payment of taxes. |
Item 6:
|
Selected Financial Data
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
||||||||||
|
(dollars in thousands, except per share amounts)
|
|||||||||||||||||||
Consolidated Statement of Operations Data (1)(2)(3)(4)(5):
|
|
|
|
|
|
|||||||||||||||
Revenues
|
$ |
2,294,965
|
$ |
2,100,802
|
$ |
2,136,606
|
$ |
1,753,250
|
$ |
1,639,578
|
||||||||||
Net income (loss)
|
$ |
467,468
|
$ |
451,779
|
$ |
257,692
|
$ |
(43,421
|
) | $ |
206,477
|
|||||||||
Net income (loss) per common share-basic
|
$ |
2.74
|
$ |
2.41
|
$ |
1.30
|
$ |
(0.21
|
) | $ |
0.98
|
|||||||||
Net income (loss) per common share-diluted
|
$ |
2.60
|
$ |
2.35
|
$ |
1.28
|
$ |
(0.21
|
) | $ |
0.97
|
|||||||||
Cash dividend declared per common share
|
$ |
0.36
|
$ |
0.36
|
$ |
0.28
|
$ |
0.24
|
$ |
0.24
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|||||||||||||||
Total assets
|
$ |
2,787,014
|
$ |
2,706,606
|
$ |
3,109,545
|
$ |
2,762,493
|
$ |
2,548,674
|
||||||||||
Long-term debt obligations
|
$ |
394,687
|
$ |
379,981
|
$ |
365,987
|
$ |
352,669
|
$ |
—
|
||||||||||
(1) | The year ended December 31, 2019 includes a $26.0 million tax benefit from the release of uncertain tax position reserves due to the IRS completion of its audit of our 2015 Federal tax return, a $15.0 million charge for the impairment of the investment in RealWear, $8.2 million of pension actuarial losses, and the results of operations of Lemsys and AutoGuide from January 30, 2019 and November 13, 2019, respectively. |
(2) | The year ended December 31, 2018 includes $49.5 million of tax benefit related to the finalization of the U.S. transition tax liability, $3.3 million of pension actuarial gains, and the results of operations of Mobile Industrial Robots and Energid from April 25, 2018 and February 26, 2018, respectively. |
(3) | The year ended December 31, 2017 includes $186.0 million of provisional tax expense related to the Tax Reform Act and $6.6 million of pension actuarial gains. |
(4) | The year ended December 31, 2016 includes a $254.9 million goodwill impairment charge and an $83.3 million acquired intangible assets impairment charge related to the Wireless Test segment, and $3.2 million of pension actuarial gains. |
(5) | The year ended December 31, 2015 includes $17.7 million of pension actuarial losses, a $5.4 million gain from the sale of an equity investment and the results of operations of Universal Robots from June 12, 2015. |
Item 7:
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
• | semiconductor test (“Semiconductor Test”) systems; |
• | defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, storage test (“Storage Test”) systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”); |
• | industrial automation (“Industrial Automation”) products; and |
• | wireless test (“Wireless Test”) systems. |
• | We account for a contract with a customer when there is written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection. |
• | We periodically enter into contracts with customers in which a customer may purchase a combination of goods and services, such as products with extended warranty obligations. We determine performance obligations by assessing whether the products or services are distinct from the other elements of the contract. In order to be distinct, the product or service must perform either on its own or with readily available resources and must be separate within the context of the contract. |
• | We consider the amount stated on the face of the purchase order to be the transaction price. We do not have variable consideration which could impact the stated purchase price agreed to by us and the customer. |
• | Transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation. We use standalone transactions when available to value each performance obligation. If standalone transactions are not available, we will estimate the standalone selling price through market assessments or cost plus a reasonable margin analysis. Any discounts from standalone selling price are spread proportionally to each performance obligation. |
• | In order to determine the appropriate timing for revenue recognition, we first determine if the transaction meets any of three criteria for over time recognition. If the transaction meets the criteria for over time recognition, we recognize revenue as the good or service is delivered. We use input variables such as hours or months utilized or costs incurred to determine the amount of revenue to recognize in a given period. Input variables are used as they best align consumption with benefit to the customer. For transactions that do not meet the criteria for over time recognition, we will recognize revenue at a point in time based on an assessment of the five criteria for transfer of control. We have concluded that revenue should be recognized when shipped or delivered based on contractual terms. Typically, acceptance of our products and services is a formality as we deliver similar systems, instruments and robots to standard specifications. In cases where acceptance is not deemed a formality, we will defer revenue recognition until customer acceptance. |
• | 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. |
|
Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
||||
Percentage of revenues:
|
|
|
||||||
Revenues:
|
|
|
||||||
Products
|
82.3
|
% |
82.3
|
% | ||||
Services
|
17.7
|
17.7
|
||||||
Total revenues
|
100.0
|
100.0
|
||||||
Cost of revenues:
|
|
|
||||||
Cost of products
|
34.1
|
34.6
|
||||||
Cost of services
|
7.5
|
7.3
|
||||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
41.6
|
41.9
|
||||||
Gross profit
|
58.4
|
58.1
|
||||||
Operating expenses:
|
|
|
||||||
Selling and administrative
|
19.0
|
18.6
|
||||||
Engineering and development
|
14.1
|
14.4
|
||||||
Acquired intangible assets amortization
|
1.7
|
1.9
|
||||||
Restructuring and other
|
(0.6
|
) |
0.7
|
|||||
Total operating expenses
|
34.3
|
35.5
|
||||||
Income from operations
|
24.1
|
22.6
|
||||||
Non-operating
(income) expenses:
|
|
|
||||||
Interest income
|
(1.1
|
) |
(1.3
|
) | ||||
Interest expense
|
1.0
|
1.5
|
||||||
Other (income) expense, net
|
1.3
|
0.1
|
||||||
Income before income taxes
|
22.9
|
22.3
|
||||||
Income tax provision
|
2.5
|
0.8
|
||||||
Net income
|
20.4
|
% |
21.5
|
% | ||||
|
2019
|
|
2018
|
|
2018-2019
Dollar
Change
|
|
||||||
|
|
|
(in millions)
|
|
|
|
||||||
Semiconductor Test
|
$ |
1,552.6
|
$ |
1,492.4
|
$ |
60.2
|
||||||
Industrial Automation
|
298.1
|
261.5
|
36.6
|
|||||||||
System Test
|
287.5
|
216.1
|
71.4
|
|||||||||
Wireless Test
|
157.3
|
132.0
|
25.3
|
|||||||||
Corporate and Other
|
(0.5
|
) |
(1.2
|
) |
0.7
|
|||||||
|
$ |
2,295.0
|
$ |
2,100.8
|
$ |
194.2
|
||||||
|
2019
|
|
2018
|
|
||||
Semiconductor Test
|
68
|
% |
71
|
% | ||||
Industrial Automation
|
13
|
12
|
||||||
System Test
|
13
|
10
|
||||||
Wireless Test
|
7
|
6
|
||||||
|
100
|
% |
100
|
% | ||||
|
2019
|
|
2018
|
|
||||
China
|
22
|
% |
17
|
% | ||||
Taiwan
|
21
|
25
|
||||||
United States
|
15
|
13
|
||||||
Korea
|
10
|
8
|
||||||
Europe
|
10
|
11
|
||||||
Japan
|
8
|
8
|
||||||
Thailand
|
4
|
3
|
||||||
Singapore
|
4
|
5
|
||||||
Malaysia
|
3
|
6
|
||||||
Philippines
|
2
|
4
|
||||||
Rest of the World
|
2
|
2
|
||||||
|
100
|
% |
100
|
% | ||||
(1) | Revenues attributable to a country are based on the location of the customer site. |
|
2019
|
|
2018
|
|
2018-2019
Dollar
Change
|
|
||||||
|
(in millions)
|
|||||||||||
Products revenues
|
$ |
1,887.7
|
$ |
1,729.6
|
$ |
158.1
|
||||||
Services revenues
|
407.3
|
371.2
|
36.1
|
|||||||||
|
$ |
2,295.0
|
$ |
2,100.8
|
$ |
194.2
|
||||||
|
2019
|
|
2018
|
|
2018-2019
Dollar /
Point
Change
|
|
||||||
|
(dollars in millions)
|
|||||||||||
Gross profit
|
$ |
1,339.8
|
$ |
1,220.4
|
$ |
119.4
|
||||||
Percent of total revenues
|
58.4
|
% |
58.1
|
% |
0.3
|
|
2019
|
|
2018
|
|
2018-2019
Dollar /
Point
Change
|
|
||||||
|
(dollars in millions)
|
|||||||||||
Product gross profit
|
$ |
1,105.6
|
$ |
1,002.5
|
$ |
103.1
|
||||||
Percent of product revenues
|
58.6
|
% |
58.0
|
% |
0.6
|
|||||||
Service gross profit
|
$ |
234.2
|
$ |
217.9
|
$ |
16.3
|
||||||
Percent of service revenues
|
57.5
|
% |
58.7
|
% |
(1.2
|
) |
|
2019
|
|
2018
|
|
2018-2019
Change
|
|
||||||
|
(dollars in millions)
|
|||||||||||
Selling and administrative
|
$ |
437.1
|
$ |
390.7
|
$ |
46.4
|
||||||
Percent of total revenues
|
19.0
|
% |
18.6
|
% |
|
|
2019
|
|
2018
|
|
2018-2019
Change
|
|
||||||
|
(dollars in millions)
|
|||||||||||
Engineering and development
|
$ |
322.8
|
$ |
301.5
|
$ |
21.3
|
||||||
Percent of total revenues
|
14.1
|
% |
14.4
|
% |
|
|
2019
|
|
2018
|
|
2018-2019
Change
|
|
||||||
|
|
|
(in millions)
|
|
|
|
||||||
Interest income
|
$ |
(24.8
|
) | $ |
(26.7
|
) | $ |
1.9
|
||||
Interest expense
|
23.1
|
31.3
|
(8.2
|
) | ||||||||
Other (income) expense, net
|
29.5
|
1.4
|
28.1
|
|
2019
|
|
2018
|
|
2018-2019
Change
|
|
||||||
|
(in millions)
|
|||||||||||
Semiconductor Test
|
$ |
417.0
|
$ |
397.6
|
$ |
19.4
|
||||||
System Test
|
93.5
|
48.9
|
44.6
|
|||||||||
Wireless Test
|
35.6
|
29.1
|
6.5
|
|||||||||
Industrial Automation
|
(5.9
|
) |
7.7
|
(13.6
|
) | |||||||
Corporate and Other (1)
|
(14.4
|
) |
(15.4
|
) |
1.0
|
|||||||
|
$ |
525.8
|
$ |
467.8
|
$ |
58.0
|
||||||
(1) | Included in Corporate and Other are the following: contingent consideration adjustments, investment impairment, pension and postretirement plans actuarial (gains) and losses, interest (income) and expense, net foreign exchange (gains) and losses, intercompany eliminations and acquisition related charges. |
|
Payments Due by Period
|
|||||||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More than
5 years
|
|
Other
|
|
||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||
Convertible debt
|
$ |
460,000
|
$ |
—
|
$ |
—
|
$ |
460,000
|
$ |
—
|
$ |
—
|
||||||||||||
Purchase obligations
|
415,582
|
$ |
412,948
|
2,634
|
—
|
—
|
—
|
|||||||||||||||||
Retirement plans contributions
|
139,451
|
5,069
|
10,464
|
10,336
|
113,582
|
—
|
||||||||||||||||||
Transition tax payable (1)
|
88,157
|
5,515
|
15,741
|
22,628
|
44,273
|
—
|
||||||||||||||||||
Operating lease obligations
|
72,505
|
21,933
|
30,582
|
11,602
|
8,388
|
—
|
||||||||||||||||||
Interest on long term debt
|
23,000
|
5,750
|
11,500
|
5,750
|
—
|
—
|
||||||||||||||||||
Fair value of contingent consideration
|
39,705
|
9,106
|
30,599
|
—
|
—
|
—
|
||||||||||||||||||
Other long-term liabilities reflected on the balance sheet under GAAP (2)
|
79,579
|
—
|
39,156
|
6,348
|
470
|
33,605
|
||||||||||||||||||
Total
|
$ |
1,317,979
|
$ |
460,321
|
$ |
140,676
|
$ |
516,664
|
$ |
166,713
|
$ |
33,605
|
||||||||||||
(1) | Represents the transition tax liability associated with our accumulated foreign earnings as a result of enactment of the Tax Reform Act on December 22, 2017. |
(2) | Included in other long-term liabilities are liabilities for customer advances, extended warranty, uncertain tax positions, deferred tax liabilities and other obligations. For certain long-term obligations, we are unable to provide a reasonably reliable estimate of the timing of future payments relating to these obligations and therefore we included these amounts in the column marked “Other.” |
Plan category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column one)
|
|
||||||
Equity plans approved by shareholders
|
2,542
|
(1) | $ |
34.52
|
8,543
|
(2) | ||||||
Equity plans not approved by shareholders (3)
|
47
|
2.89
|
—
|
|||||||||
Total
|
2,589
|
29.91
|
8,543
|
|||||||||
(1) | Includes 2,269,426 shares of restricted stock units that are not included in the calculation of the weighted average exercise price. |
(2) | Consists of 6,719,918 securities available for issuance under the 2006 Equity Plan and 1,822,724 of securities available for issuance under the Employee Stock Purchase Plan. |
(3) | In connection with the 2011 acquisition of LitePoint Corporation (the “LitePoint Acquisition”), we assumed the options granted under the LitePoint Corporation 2002 Stock Plan (the “LitePoint Plan”). Upon the consummation of the LitePoint Acquisition, these options were converted automatically into options to purchase an aggregate of 2,828,344 shares of our common stock. No additional awards were granted under the LitePoint Plan. As of December 31, 2019, there were outstanding options exercisable for an aggregate of |
46,518 shares of our common stock pursuant to the LitePoint Plan, with a weighted average exercise price of $2.89 per share. |
Item 7A:
|
Quantitative and Qualitative Disclosures about Market Risks
|
Hypothetical Change in Teradyne Stock Price
|
Fair Value
|
|
Estimated
change in fair value |
|
Hypothetical percentage
increase (decrease) in fair value |
|
||||||
10% Increase
|
$ |
1,103,496
|
$ |
93,221
|
9.2
|
% | ||||||
No Change
|
1,010,275
|
—
|
—
|
|||||||||
10% Decrease
|
918,822
|
(91,453
|
) |
(9.1
|
) |
Item 8:
|
Financial Statements and Supplementary Data
|
|
2019
|
|
2018
|
|
||||
|
(in thousands, except per
share information)
|
|||||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
||||||
Cash and cash equivalents
|
$ |
773,924
|
$ |
926,752
|
||||
Marketable securities
|
137,303
|
190,096
|
||||||
Accounts receivable, less allowance for doubtful accounts of $1,736 and $1,673 in 2019 and 2018, respectively
|
362,368
|
291,267
|
||||||
Inventories, net
|
196,691
|
153,541
|
||||||
Prepayments and other current assets
|
188,598
|
170,826
|
||||||
Total current assets
|
1,658,884
|
1,732,482
|
||||||
Property, plant and equipment, net
|
320,216
|
279,821
|
||||||
Operating lease
right-of-use
assets, net
|
57,539
|
—
|
||||||
Marketable securities
|
104,490
|
87,731
|
||||||
Deferred tax assets
|
75,185
|
70,848
|
||||||
Retirement plans assets
|
18,457
|
16,883
|
||||||
Other assets
|
10,332
|
11,509
|
||||||
Acquired intangible assets, net
|
125,480
|
125,482
|
||||||
Goodwill
|
416,431
|
381,850
|
||||||
Total assets
|
$
|
2,787,014
|
$ |
2,706,606
|
||||
LIABILITIES
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
||||||
Accounts payable
|
$ |
126,617
|
$ |
100,688
|
||||
Accrued employees’ compensation and withholdings
|
163,883
|
148,566
|
||||||
Deferred revenue and customer advances
|
104,876
|
77,711
|
||||||
Other accrued liabilities
|
70,871
|
78,272
|
||||||
Operating lease liabilities
|
19,476
|
—
|
||||||
Contingent consideration
|
9,106
|
34,865
|
||||||
Income taxes payable
|
44,200
|
36,185
|
||||||
Total current liabilities
|
539,029
|
476,287
|
||||||
Retirement plans liabilities
|
134,471
|
117,456
|
||||||
Long-term deferred revenue and customer advances
|
45,974
|
32,750
|
||||||
Long-term contingent consideration
|
30,599
|
35,678
|
||||||
Deferred tax liabilities
|
14,070
|
20,662
|
||||||
Long-term other accrued liabilities
|
19,535
|
37,547
|
||||||
Long-term operating lease liabilities
|
45,849
|
—
|
||||||
Long-term income taxes payable
|
82,642
|
83,891
|
||||||
Debt
|
394,687
|
379,981
|
||||||
Total liabilities
|
1,306,856
|
1,184,252
|
||||||
Commitments and contingencies (Note M)
|
|
|
||||||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Common stock, $0.125 par value, 1,000,000 shares authorized, 166,410 and 175,522 shares issued and outstanding at December 31, 2019 and 2018, respectively
|
20,801
|
21,940
|
||||||
Additional
paid-in
capital
|
1,720,129
|
1,671,645
|
||||||
Accumulated other comprehensive los
s
|
(18,854
|
) |
(13,040
|
) | ||||
Accumulated deficit
|
(241,918
|
) |
(158,191
|
) | ||||
Total shareholders’ equity
|
1,480,158
|
1,522,354
|
||||||
Total liabilities and shareholders’ equity
|
$ |
2,787,014
|
$ |
2,706,606
|
||||
|
Years Ended December 31,
|
|||||||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands, except per share amounts)
|
|||||||||||
Revenues:
|
|
|
|
|||||||||
Products
|
$ |
1,887,674
|
$ |
1,729,621
|
$ |
1,784,695
|
||||||
Services
|
407,291
|
371,181
|
351,911
|
|||||||||
Total revenues
|
2,294,965
|
2,100,802
|
2,136,606
|
|||||||||
Cost of revenues:
|
|
|
|
|||||||||
Cost of products
|
782,047
|
727,138
|
760,967
|
|||||||||
Cost of services
|
173,089
|
153,270
|
154,186
|
|||||||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
955,136
|
880,408
|
915,153
|
|||||||||
Gross profit
|
1,339,829
|
1,220,394
|
1,221,453
|
|||||||||
Operating expenses:
|
|
|
|
|||||||||
Selling and administrative
|
437,084
|
390,669
|
348,913
|
|||||||||
Engineering and development
|
322,824
|
301,505
|
307,305
|
|||||||||
Acquired intangible assets amortization
|
40,147
|
39,191
|
30,530
|
|||||||||
Restructuring and other
|
(13,880
|
) |
15,232
|
9,362
|
||||||||
Total operating expenses
|
786,175
|
746,597
|
696,110
|
|||||||||
Income from operations
|
553,654
|
473,797
|
525,343
|
|||||||||
Non-operating
(income) expenses:
|
|
|
|
|||||||||
Interest income
|
(24,785
|
) |
(26,704
|
) |
(17,805
|
) | ||||||
Interest expense
|
23,145
|
31,269
|
21,663
|
|||||||||
Other (income) expense, net
|
29,522
|
1,431
|
(2,927
|
) | ||||||||
Income before income taxes
|
525,772
|
467,801
|
524,412
|
|||||||||
Income tax provision
|
58,304
|
16,022
|
266,720
|
|||||||||
Net income
|
$ |
467,468
|
$ |
451,779
|
$ |
257,692
|
||||||
Net income per common share:
|
|
|
|
|||||||||
Basic
|
$ |
2.74
|
$ |
2.41
|
$ |
1.30
|
||||||
Diluted
|
$ |
2.60
|
$ |
2.35
|
$ |
1.28
|
||||||
Weighted average common shares—basic
|
170,425
|
187,672
|
198,069
|
|||||||||
Weighted average common shares—diluted
|
179,459
|
192,605
|
201,641
|
|||||||||
Cash dividend declared per common share
|
$ |
0.36
|
$ |
0.36
|
$ |
0.28
|
||||||
|
Years Ended December 31,
|
|||||||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|||||||||||
Net income
|
$ |
467,468
|
$ |
451,779
|
$ |
257,692
|
||||||
Other comprehensive income, net of tax:
|
|
|
|
|||||||||
Foreign currency translation adjustment, net of tax of $0, $0, $0
|
(10,991
|
) |
(28,442
|
) |
37,840
|
|||||||
Available-for-sale
marketable securities:
|
|
|
|
|||||||||
Unrealized
gains
(losses) on
deb
securities arising during period, net of tax of $1,659, $(722), $1,903, respectively
t
|
6,015
|
(2,110
|
) |
1,863
|
||||||||
Less: Reclassification adjustment for (gains)
losses
included
in net income, net of tax of $(192), $(21), $(297), respectively
|
(690
|
) |
1,337
|
(441
|
) | |||||||
|
5,325
|
(773
|
) |
1,422
|
||||||||
Defined benefit pension and post-retirement plans:
|
|
|
|
|||||||||
Amortization of prior service
benefit
included in net periodic pension and post-retirement
benefit
, net of tax $(43), $(71), $(154), respectively
|
(148
|
) |
(245
|
) |
(272
|
) | ||||||
Other comprehensive (loss) income
|
(5,814
|
) |
(29,460
|
) |
38,990
|
|||||||
Comprehensive income
|
$ |
461,654
|
$ |
422,319
|
$ |
296,682
|
||||||
|
|
Common
Stock Shares |
|
|
Common
Stock Value |
|
|
Additional
Paid-in
Capital |
|
|
Accumulated
Other Comprehensive (Loss) Income |
|
|
Retained
Earnings (Accumulated Deficit) |
|
|
Total
Shareholders’ Equity |
|
||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||
Year Ended December 31, 2016
|
|
|
199,177
|
|
|
$
|
24,897
|
|
|
$
|
1,593,684
|
|
|
$
|
(20,214
|
)
|
|
$
|
230,292
|
|
|
$
|
1,828,659
|
|
Net issuance of common stock under stock-based plans
|
|
|
2,211
|
|
|
|
277
|
|
|
|
10,747
|
|
|
|
|
|
|
|
|
|
|
|
11,024
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
33,982
|
|
|
|
|
|
|
|
|
|
|
|
33,982
|
|
Repurchase of common stock
|
|
|
(5,840
|
)
|
|
|
(730
|
)
|
|
|
|
|
|
|
|
|
|
|
(199,574
|
)
|
|
|
(200,304
|
)
|
Tax benefit related to stock options and restricted stock units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,081
|
|
|
|
39,081
|
|
Cash dividends ($0.07 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55,478
|
)
|
|
|
(55,478
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
257,692
|
|
|
|
257,692
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,990
|
|
|
|
|
|
|
|
38,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2017
|
|
|
195,548
|
|
|
|
24,444
|
|
|
|
1,638,413
|
|
|
|
18,776
|
|
|
|
272,013
|
|
|
|
1,953,646
|
|
Net issuance of common stock under stock-based plans
|
|
|
1,613
|
|
|
|
201
|
|
|
|
(72
|
)
|
|
|
|
|
|
|
|
|
|
|
129
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
33,304
|
|
|
|
|
|
|
|
|
|
|
|
33,304
|
|
Repurchase of common stock
|
|
|
(21,639
|
)
|
|
|
(2,705
|
)
|
|
|
|
|
|
|
|
|
|
|
(829,651
|
)
|
|
|
(832,356
|
)
|
Cash dividends ($0.09 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(67,367
|
)
|
|
|
(67,367
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
451,779
|
|
|
|
451,779
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29,460
|
)
|
|
|
|
|
|
|
(29,460
|
)
|
Reclassification of unrealized gains on equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,125
|
)
|
|
|
3,125
|
|
|
|
—
|
|
Reclassification of tax effects resulting from the Tax Reform Act
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
769
|
|
|
|
(769
|
)
|
|
|
—
|
|
Cumulative effect of changes in accounting principle related to revenue recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,679
|
|
|
|
12,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
|
|
175,522
|
|
|
|
21,940
|
|
|
|
1,671,645
|
|
|
|
(13,040
|
)
|
|
|
(158,191
|
)
|
|
|
1,522,354
|
|
Net issuance of common stock under stock-based plans
|
|
|
1,784
|
|
|
|
223
|
|
|
|
10,399
|
|
|
|
|
|
|
|
|
|
|
10,622
|
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
38,085
|
|
|
|
|
|
|
|
|
|
|
|
38,085
|
|
Repurchase of common stock
|
|
|
(10,896
|
)
|
|
|
(1,362
|
)
|
|
|
|
|
|
|
|
|
|
|
(489,840
|
)
|
|
|
(491,202
|
)
|
Cash dividends ($0.09 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,355
|
)
|
|
|
(61,355
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
467,468
|
|
|
|
467,468
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,814
|
)
|
|
|
|
|
|
|
(5,814
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
|
|
166,410
|
|
|
$
|
20,801
|
|
|
$
|
1,720,129
|
|
|
$
|
(18,854
|
)
|
|
$
|
(241,918
|
)
|
|
$
|
1,480,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|||||||||
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
467,468
|
|
|
$
|
451,779
|
|
|
$
|
257,692
|
|
Adjustments to reconcile net income from operations to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
70,834
|
|
|
|
67,415
|
|
|
|
66,122
|
|
Amortization
|
|
|
49,821
|
|
|
|
45,809
|
|
|
|
41,953
|
|
Stock-based compensation
|
|
|
37,897
|
|
|
|
33,577
|
|
|
|
34,097
|
|
Deferred taxes
|
|
|
(9,456
|
)
|
|
|
28,340
|
|
|
|
37,105
|
|
Provision for excess and obsolete inventory
|
|
|
15,244
|
|
|
|
11,242
|
|
|
|
8,844
|
|
Investment impairment
|
|
|
15,000 |
|
|
|
— |
|
|
|
— |
|
Contingent consideration fair value adjustment
|
|
|
(19,257
|
)
|
|
|
987
|
|
|
|
7,820
|
|
(Gains) losses on investments
|
|
|
(6,033
|
)
|
|
|
3,494
|
|
|
|
(878
|
)
|
Retirement plans actuarial
losses (
gain
s)
|
|
|
8,176
|
|
|
|
(3,316
|
)
|
|
|
(6,624
|
)
|
Property insurance recovery, net
|
|
|
—
|
|
|
|
—
|
|
|
|
(4,309
|
)
|
Other
|
|
|
766
|
|
|
|
1,083
|
|
|
|
1,585
|
|
Changes in operating assets and liabilities, net of businesses acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(70,440
|
)
|
|
|
(17,938
|
)
|
|
|
(80,584
|
)
|
Inventories
|
|
|
(27,408
|
)
|
|
|
(29,498
|
)
|
|
|
44,960
|
|
Prepayments and other assets
|
|
|
(23,784
|
)
|
|
|
(58,402
|
)
|
|
|
2,254
|
|
Accounts payable and other
liabilit
ies
|
|
|
49,279
|
|
|
|
13,693
|
|
|
|
43,574
|
|
Deferred revenue and customer advances
|
|
|
39,313
|
|
|
|
13,379
|
|
|
|
4,984
|
|
Retirement plan contributions
|
|
|
(5,086
|
)
|
|
|
(4,334
|
)
|
|
|
(5,902
|
)
|
Income taxes
|
|
|
(13,584
|
)
|
|
|
(80,429
|
)
|
|
|
173,802
|
|
Net cash provided by operating activities
|
|
|
578,750
|
|
|
|
476,881
|
|
|
|
626,495
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(134,642
|
)
|
|
|
(114,379
|
)
|
|
|
(105,375
|
)
|
Proceeds from government subsidy for property, plant and equipment
|
|
|
—
|
|
|
|
7,920
|
|
|
|
—
|
|
Purchases of marketable securities
|
|
|
(662,701
|
)
|
|
|
(918,744
|
)
|
|
|
(1,391,917
|
)
|
Proceeds from maturities of marketable securities
|
|
|
611,927
|
|
|
|
1,270,439
|
|
|
|
701,681
|
|
Proceeds from sales of marketable securities
|
|
|
105,586
|
|
|
|
846,122
|
|
|
|
527,746
|
|
Proceeds from insurance
|
|
|
2,912
|
|
|
|
1,126
|
|
|
|
5,064
|
|
Purchase of investment and acquisition of businesses, net of cash acquired
|
|
|
(79,742
|
)
|
|
|
(169,474
|
)
|
|
|
—
|
|
Net cash
(used for)
provided by investing activities
|
|
|
(156,660
|
)
|
|
|
923,010
|
|
|
|
(262,801
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock under stock purchase and stock option plans
|
|
|
29,312
|
|
|
|
20,973
|
|
|
|
24,493
|
|
Repurchase of common stock
|
|
|
(500,000
|
)
|
|
|
(823,478
|
)
|
|
|
(200,304
|
)
|
Dividend payments
|
|
|
(61,305
|
)
|
|
|
(67,322
|
)
|
|
|
(55,447
|
)
|
Payments related to net settlement of employee stock compensation awards
|
|
|
(14,741
|
)
|
|
|
(20,023
|
)
|
|
|
(12,881
|
)
|
Payments of contingent consideration
|
|
|
(27,615
|
)
|
|
|
(13,571
|
)
|
|
|
(1,050
|
)
|
Net cash used for financing activities
|
|
|
(574,349
|
)
|
|
|
(903,421
|
)
|
|
|
(245,189
|
)
|
Effects of exchange rate changes on cash and cash equivalents
|
|
|
(569
|
)
|
|
|
439
|
|
|
|
3,454
|
|
(Decrease)
Increase in cash and cash equivalents
|
|
|
(152,828
|
)
|
|
|
496,909
|
|
|
|
121,959
|
|
Cash and cash equivalents at beginning of year
|
|
|
926,752
|
|
|
|
429,843
|
|
|
|
307,884
|
|
Cash and cash equivalents at end of year
|
|
$
|
773,924
|
|
|
$
|
926,752
|
|
|
$
|
429,843
|
|
Supplementary disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
5,996
|
|
|
$
|
6,205
|
|
|
$
|
6,446
|
|
Income taxes
|
|
$
|
81,410
|
|
|
$
|
72,811
|
|
|
$
|
53,775
|
|
• | semiconductor test (“Semiconductor Test”) systems; |
• | industrial automation (“Industrial Automation”) products; |
• | defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, storage test (“Storage Test”) systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”); and |
• | wireless test (“Wireless Test”) systems. |
|
•
|
Teradyne accounts for a contract with a customer when there is written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.
|
|
•
|
Teradyne periodically enters into contracts with customers in which a customer may purchase a combination of goods and services, such as products with extended warranty obligations. Teradyne determines performance obligations by assessing whether the products or services are distinct from the other elements of the contract. In order to be distinct, the product or service must perform either on its own or with readily available resources and must be separate within the context of the contract.
|
|
•
|
Teradyne considers the amount stated on the face of the purchase order to be the transaction price. Teradyne does not have material variable consideration which could impact the stated purchase price agreed to by Teradyne and the customer.
|
|
•
|
Transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation. Teradyne uses standalone transactions when available to value each performance obligation. If standalone transactions are not available, Teradyne will estimate the standalone selling price through market assessments or cost plus a reasonable margin analysis. Any discounts from standalone selling price are spread proportionally to each performance obligation.
|
|
•
|
In order to determine the appropriate timing for revenue recognition, Teradyne first determines if the transaction meets any of three criteria for over time recognition. If the transaction meets the criteria for over time recognition, Teradyne recognizes revenue as the good or service is delivered. Teradyne uses input variables such as hours or months utilized or costs incurred to determine the amount of revenue to recognize in a given period. Input variables are used as they best align consumption with benefit to the customer. For transactions that do not meet the criteria for over time recognition, Teradyne will recognize revenue at a point in time based on an assessment of the five criteria for transfer of control. Teradyne has concluded that revenue should be recognized when shipped or delivered based on contractual terms. Typically, acceptance of Teradyne’s products and services is a formality as Teradyne delivers similar systems, instruments and robots to standard specifications. In cases where acceptance is not deemed a formality, Teradyne will defer revenue recognition until customer acceptance.
|
|
2019
|
|
2018
|
|
||||
|
(in thousands)
|
|||||||
Maintenance
, service
and training
|
$ |
63,815
|
$ |
58,362
|
||||
Extended warranty
|
30,677
|
27,422
|
||||||
Customer advances, undelivered elements and other
|
56,358
|
24,677
|
||||||
Total deferred revenue and customer advances
|
$ |
150,850
|
$ |
110,461
|
||||
|
Amount
|
|
||
|
(in thousands)
|
|
||
Balance at December 31, 2016
|
$
|
7,203
|
||
Accruals for warranties issued during the period
|
14,223
|
|||
Accruals related to
pre-existing
warranties
|
(379
|
) | ||
Settlements made during the period
|
(12,847
|
) | ||
Balance at December 31, 2017
|
8,200
|
|||
Acquisition
|
41
|
|||
Accruals for warranties issued during the period
|
13,045
|
|||
Accruals related to
pre-existing
warranties
|
921
|
|||
Settlements made during the period
|
(14,298
|
) | ||
Balance at December 31, 2018
|
7,909
|
|||
Acquisition
|
14
|
|||
Accruals for warranties issued during the period
|
14,106
|
|||
Accruals related to
pre-existing
warranties
|
4,026
|
|||
Settlements made during the period
|
(17,059
|
) | ||
Balance at December 31, 2019
|
$
|
8,996
|
|
Amount
|
|
||
|
(in thousands)
|
|
||
Balance at December 31, 2016
|
$
|
28,200
|
||
Deferral of new extended warranty revenue
|
20,513
|
|||
Recognition of extended warranty deferred revenue
|
(24,275
|
) | ||
Balance at December 31, 2017
|
24,438
|
|||
Deferral of new extended warranty revenue
|
23,753
|
|||
Recognition of extended warranty deferred revenue
|
(20,769
|
) | ||
Balance at December 31, 2018
|
27,422
|
|||
Deferral of new extended warranty revenue
|
23,271
|
|||
Recognition of extended warranty deferred revenue
|
(20,016
|
) | ||
Balance at December 31, 2019
|
$
|
30,677
|
||
• | 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. |
|
2019
|
|
2018
|
|
||||
|
(in thousands)
|
|||||||
Contract manufacturer and supplier prepayments
|
$ |
143,392
|
$ |
131,642
|
||||
Prepaid taxes
|
8,046
|
9,646
|
||||||
Prepaid maintenance and other services
|
8,503
|
8,487
|
||||||
Other prepayments
|
16,753
|
12,744
|
||||||
Total prepayments
|
$ |
176,694
|
$ |
162,519
|
||||
Buildings
|
40 years
|
|||
Building improvements
|
5 to 10 years
|
|||
Leasehold improvements
|
Lesser of lease term or 10 years
|
|||
Furniture and fixtures
|
10 years
|
|||
Test systems manufactured internally
|
6 years
|
|||
Machinery
,
equipment
and software
|
3 to 5 years
|
|
Purchase Price Allocation
|
|
||
|
(in thousands)
|
|
||
Goodwill
|
$ |
41,372
|
||
Intangible assets
|
37,660
|
|||
Tangible assets acquired and liabilities assumed:
|
|
|||
Other
c
|
3,661
|
|||
Non-current
assets
|
1,227
|
|||
Accounts payable and current liabilities
|
(1,223
|
) | ||
Long-term
other
liabilities
|
(949
|
) | ||
Total purchase price
|
$ |
81,748
|
||
|
Fair Value
|
|
Estimated Useful
Life |
|
||||
|
(in thousands)
|
|
(in years)
|
|
||||
Developed technology
|
$ |
24,590
|
6.0
|
|||||
Customer relationships
|
7,360
|
6.0
|
||||||
Trademarks and tradenames
|
5,450
|
7.0
|
||||||
Backlog
|
260
|
0.3
|
||||||
Total intangible assets
|
$ |
37,660
|
6.1
|
|||||
|
Purchase Price Allocation
|
|
||
|
(in thousands)
|
|
||
Goodwill
|
$ |
135,976
|
||
Intangible assets
|
80,670
|
|||
Tangible assets acquired and liabilities assumed:
|
|
|||
Current assets
|
6,039
|
|||
Non-current
assets
|
1,336
|
|||
Accounts payable and current liabilities
|
(7,336
|
) | ||
Long-term deferred tax liabilities
|
(18,007
|
) | ||
Other long-term liabilities
|
(900
|
) | ||
Total purchase price
|
$ |
197,778
|
||
|
Fair Value
|
|
Estimated Useful
Life |
|
||||
|
(in thousands)
|
|
(in years)
|
|
||||
Developed technology
|
$ |
58,900
|
7.0
|
|||||
Trademarks and tradenames
|
13,240
|
11.0
|
||||||
Customer relationships
|
8,500
|
2.5
|
||||||
Backlog
|
30
|
0.2
|
||||||
Total intangible assets
|
$ |
80,670
|
7.2
|
|||||
|
|
For the Year Ended
|
|
|||||
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
||
|
|
(in thousands, except per
share amounts)
|
|
|||||
Revenues
|
|
$
|
2,303,737
|
|
|
$
|
2,111,373
|
|
Net income
|
|
$
|
464,602
|
|
|
$
|
442,082
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
2.73
|
|
|
$
|
2.36
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
2.59
|
|
|
$
|
2.30
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductor
|
|
|
Industrial Automation
|
|
|
System
Test
|
|
|
Wireless
Test
|
|
|
Corporate
and
Other
|
|
|
Total
|
|
||||||||||||||||||||||
|
|
System
on-a-chip
|
|
|
Memory
|
|
|
Universal
Robots |
|
|
Mobile
Industrial Robots |
|
|
AutoGuide
|
|
|
Energid
|
|
||||||||||||||||||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2019
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Point in Time
|
|
$
|
1,070,375
|
|
|
$
|
247,221
|
|
|
$
|
244,515
|
|
|
$
|
44,329
|
|
|
$
|
1,144
|
|
|
$
|
—
|
|
|
$
|
237,686
|
|
|
$
|
148,322
|
|
|
$
|
(515
|
)
|
|
$
|
1,993,077
|
|
Over Time
|
|
|
216,065
|
|
|
|
18,910
|
|
|
|
3,952
|
|
|
|
74
|
|
|
|
234
|
|
|
|
3,891
|
|
|
|
49,769
|
|
|
|
8,993
|
|
|
|
—
|
|
|
|
301,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,286,440
|
|
|
$
|
266,131
|
|
|
$
|
248,467
|
|
|
$
|
44,403
|
|
|
$
|
1,378
|
|
|
$
|
3,891
|
|
|
$
|
287,455
|
|
|
$
|
157,315
|
|
|
$
|
(515
|
)
|
|
$
|
2,294,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographical Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia Pacific
|
|
$
|
1,152,881
|
|
|
$
|
238,714
|
|
|
$
|
67,806
|
|
|
$
|
9,513
|
|
|
$
|
—
|
|
|
$
|
221
|
|
|
$
|
132,826
|
|
|
$
|
126,549
|
|
|
$
|
—
|
|
|
$
|
1,728,510
|
|
Americas
|
|
|
73,257
|
|
|
|
23,826
|
|
|
|
70,165
|
|
|
|
14,438
|
|
|
|
1,378
|
|
|
|
1,761
|
|
|
|
129,840
|
|
|
|
24,234
|
|
|
|
(515
|
)
|
|
|
338,384
|
|
Europe, Middle East and Africa
|
|
|
60,302
|
|
|
|
3,591
|
|
|
|
110,496
|
|
|
|
20,452
|
|
|
|
—
|
|
|
|
1,909
|
|
|
|
24,789
|
|
|
|
6,532
|
|
|
|
—
|
|
|
|
228,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,286,440
|
|
|
$
|
266,131
|
|
|
$
|
248,467
|
|
|
$
|
44,403
|
|
|
$
|
1,378
|
|
|
$
|
3,891
|
|
|
$
|
287,455
|
|
|
$
|
157,315
|
|
|
$
|
(515
|
)
|
|
$
|
2,294,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2018
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Point in Time
|
|
$
|
1,010,493
|
|
|
$
|
259,366
|
|
|
$
|
231,895
|
|
|
$
|
24,115
|
|
|
$
|
—
|
|
|
$
|
553
|
|
|
$
|
167,418
|
|
|
$
|
122,536
|
|
|
$
|
(1,205
|
)
|
|
$
|
1,815,171
|
|
Over Time
|
|
|
208,456
|
|
|
|
14,102
|
|
|
|
2,200
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,689
|
|
|
|
48,714
|
|
|
|
9,470
|
|
|
|
—
|
|
|
|
285,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,218,949
|
|
|
$
|
273,468
|
|
|
$
|
234,095
|
|
|
$
|
24,115
|
|
|
$
|
—
|
|
|
$
|
3,242
|
|
|
$
|
216,132
|
|
|
$
|
132,006
|
|
|
$
|
(1,205
|
)
|
|
$
|
2,100,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographical Market
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia Pacific
|
|
$
|
1,067,879
|
|
|
$
|
245,264
|
|
|
$
|
58,381
|
|
|
$
|
5,950
|
|
|
$
|
—
|
|
|
$
|
111
|
|
|
$
|
90,989
|
|
|
$
|
107,872
|
|
|
$
|
—
|
|
|
$
|
1,576,446
|
|
Americas
|
|
|
78,498
|
|
|
|
17,353
|
|
|
|
68,938
|
|
|
|
7,326
|
|
|
|
—
|
|
|
|
1,540
|
|
|
|
96,763
|
|
|
|
19,166
|
|
|
|
(1,205
|
)
|
|
|
288,379
|
|
Europe, Middle East and Africa
|
|
|
72,572
|
|
|
|
10,851
|
|
|
|
106,776
|
|
|
|
10,839
|
|
|
|
—
|
|
|
|
1,591
|
|
|
|
28,380
|
|
|
|
4,968
|
|
|
|
—
|
|
|
|
235,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,218,949
|
|
|
$
|
273,468
|
|
|
$
|
234,095
|
|
|
$
|
24,115
|
|
|
$
|
—
|
|
|
$
|
3,242
|
|
|
$
|
216,132
|
|
|
$
|
132,006
|
|
|
$
|
(1,205
|
)
|
|
$
|
2,100,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes $8.4 million and $12.0 million in 2019 and 2018, respectively, for leases of Teradyne’s systems recognized outside of ASC 606:
“Revenue from Contracts with Customers.”
|
|
2019
|
|
2018
|
|
||||
|
(in thousands)
|
|||||||
Raw material
|
$ |
118,595
|
$ |
89,365
|
||||
Work-in-process
|
32,695
|
31,014
|
||||||
Finished
g
oods
|
45,401
|
33,162
|
||||||
|
$ |
196,691
|
$ |
153,541
|
||||
|
2019
|
|
2018
|
|
||||
|
(in thousands)
|
|||||||
Land
|
$ |
16,561
|
$ |
16,561
|
||||
Buildings
|
107,282
|
105,935
|
||||||
Machinery
,
equipment
and
s
oftware
|
834,970
|
752,722
|
||||||
Furniture and fixtures
|
29,157
|
27,432
|
||||||
Leasehold improvements
|
59,378
|
52,536
|
||||||
Construction in progress
|
2,537
|
6,276
|
||||||
|
1,049,885
|
961,462
|
||||||
Less: accumulated depreciation
|
729,669
|
681,641
|
||||||
|
$ |
320,216
|
$ |
279,821
|
||||
|
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 securities:
|
|
|
|
|
||||||||||||
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. government securities
|
—
|
592
|
—
|
592
|
||||||||||||
Equity securities:
|
|
|
|
|
||||||||||||
Equity mutual funds
|
25,772
|
—
|
—
|
25,772
|
||||||||||||
Total
|
$ |
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
|
||||||||
|
(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
|
—
|
528
|
—
|
528
|
||||||||||||
Total
|
$ |
754,920
|
$ |
261,325
|
$ |
—
|
$ |
1,016,245
|
||||||||
Liabilities
|
|
|
|
|
||||||||||||
Other current liabilities
|
$ |
—
|
$ |
203
|
$ |
—
|
$ |
203
|
||||||||
Contingent consideration
|
—
|
—
|
9,106
|
9,106
|
||||||||||||
Long-term contingent consideration
|
—
|
—
|
30,599
|
30,599
|
||||||||||||
Total
|
$ |
—
|
$ |
203
|
$ |
39,705
|
$ |
39,908
|
||||||||
|
|
December 31, 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
|
|
$
|
312,512
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
312,512
|
|
Cash equivalents
|
|
|
253,525
|
|
|
|
360,715
|
|
|
|
—
|
|
|
|
614,240
|
|
Available for sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities
|
|
|
—
|
|
|
|
109,721
|
|
|
|
—
|
|
|
|
109,721
|
|
Commercial paper
|
|
|
—
|
|
|
|
86,117
|
|
|
|
—
|
|
|
|
86,117
|
|
Corporate debt securities
|
|
|
—
|
|
|
|
40,020
|
|
|
|
—
|
|
|
|
40,020
|
|
U.S. government agency securities
|
|
|
—
|
|
|
|
9,611
|
|
|
|
—
|
|
|
|
9,611
|
|
Certificates of deposit and time deposits
|
|
|
—
|
|
|
|
7,604
|
|
|
|
—
|
|
|
|
7,604
|
|
Debt mutual funds
|
|
|
3,187
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,187
|
|
Non-U.S.
|
|
|
—
|
|
|
|
376
|
|
|
|
—
|
|
|
|
376
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity mutual funds
|
|
|
21,191
|
|
|
|
—
|
|
|
|
—
|
|
|
|
21,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
590,415
|
|
|
$
|
614,164
|
|
|
$
|
—
|
|
|
$
|
1,204,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets
|
|
|
—
|
|
|
|
79
|
|
|
|
—
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
590,415
|
|
|
$
|
614,243
|
|
|
$
|
—
|
|
|
$
|
1,204,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent consideration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70,543
|
|
|
$
|
70,543
|
|
Derivative liabilities
|
|
|
—
|
|
|
|
514
|
|
|
|
—
|
|
|
|
514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
—
|
|
|
$
|
514
|
|
|
$
|
70,543
|
|
|
$
|
71,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
|
||||||||
|
(in thousands)
|
|||||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$ |
566,037
|
$ |
360,715
|
$ |
—
|
$ |
926,752
|
||||||||
Marketable securities
|
—
|
190,096
|
—
|
190,096
|
||||||||||||
Long-term marketable securities
|
24,378
|
63,353
|
—
|
87,731
|
||||||||||||
Prepayments
|
—
|
79
|
—
|
79
|
||||||||||||
|
$ |
590,415
|
$ |
614,243
|
$ |
—
|
$ |
1,204,658
|
||||||||
Liabilities
|
|
|
|
|
||||||||||||
Other current liabilities
|
$ |
—
|
$ |
514
|
$ |
—
|
$ |
514
|
||||||||
Contingent consideration
|
—
|
—
|
34,865
|
34,865
|
||||||||||||
Long-term contingent consideration
|
—
|
—
|
35,678
|
35,678
|
||||||||||||
|
$ |
—
|
$ |
514
|
$ |
70,543
|
$ |
71,057
|
||||||||
(1) |
During the year ended December 31, 201
8
, Teradyne paid $
24.6
earn-out
in connection with the acquisition of
Un
iversal Robots.
|
(2) |
During the year ended December 31, 2018, the fair value of contingent consideration for the earn-out in connection with the acquisition of MiR was increased by $17.7 million primarily due to an increase in forecasted revenues. During the year ended December 31, 2018,
the fair value of contingent consideration for the
earn-out
in connection with the acquisition of Universal Robots was
de
creased by $
16.7
a
de
crease in forecasted revenues.
|
(3) |
During the year ended December 31, 201
9
, Teradyne paid $
30.8
and $3.8 million
of contingent consideration for the
earn-out
in connection with the acquisition
s
s
of
MiR
Universal Robots
a
n
d
, respectively
.
|
(4) |
During the year ended December 31, 201
9
, the fair value of contingent consideration for the
earn-out
in connection with the acquisition of MiR was
de
creased by $
22.2
million primarily due to a
de
crease in forecasted revenues
partially offset by the impact from modification of the earn-out structure.
During the year ended December 31, 201
9
, the fair value of contingent consideration for the
earn-out
in connection with the acquisition of
Auto
was
G
uide
in
creased by $
3.0
n
in
in forecasted
c
rease
revenues
.
|
Liability
|
December 31,
2019
Fair Value
|
|
Valuation
Technique
|
|
Unobservable Inputs
|
|
Weighted
Average
|
|
||||||||
|
(in thousands)
|
|
|
|
|
|
|
|
||||||||
Contingent
c
onsideration
(AutoGuide)
|
$
|
26,952
|
Monte Carlo simulation
|
Revenue Volatility
|
11.5
%
|
|||||||||||
|
|
|
Discount Rate
|
2.6
%
|
||||||||||||
Contingent
c
onsideration
(MiR)
|
$ |
12,753
(1)
|
Monte Carlo simulation
|
Revenue Volatility
|
14.0
%
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount Rate
|
0.2
%
|
(1) |
Contingent consideration related to MiR of $
9.1
million is expected to be paid in March 20
20
.
|
|
December 31, 2019
|
December 31, 2018
|
||||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
||||||||
|
(in thousands)
|
|||||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$ |
773,924
|
$ |
773,924
|
$ |
926,752
|
$ |
926,752
|
||||||||
Marketable securities
|
241,793
|
241,793
|
277,827
|
277,827
|
||||||||||||
Derivative assets
|
528
|
528
|
79
|
79
|
||||||||||||
Liabilities
|
|
|
|
|
||||||||||||
Contingent consideration
|
39,705
|
39,705
|
70,543
|
70,543
|
||||||||||||
Derivative liabilities
|
203
|
203
|
514
|
514
|
||||||||||||
Convertible debt (1)
|
394,687
|
1,010,275
|
379,981
|
547,113
|
(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. |
|
December 31, 2019
|
|||||||||||||||||||
|
Available-for-Sale
|
|
|
|||||||||||||||||
|
Cost
|
|
Unrealized
Gain
|
|
Unrealized
(Loss)
|
|
Fair Market
Value
|
|
Fair Market
Value of Investments
with Unrealized Losses
|
|
||||||||||
|
(in thousands)
|
|||||||||||||||||||
Corporate debt securities
|
$ |
93,267
|
$ |
4,081
|
$ |
(41
|
) | $ |
97,307
|
$ |
2,009
|
|||||||||
Commercial paper
|
54,124
|
26
|
(1
|
) |
54,149
|
1,391
|
||||||||||||||
U.S. Treasury securities
|
42,167
|
431
|
(216
|
) |
42,382
|
17,556
|
||||||||||||||
U.S. government agency securities
|
9,942
|
14
|
(4
|
) |
9,952
|
3,043
|
||||||||||||||
Debt mutual funds
|
6,753
|
135
|
—
|
6,888
|
—
|
|||||||||||||||
Certificates of deposit and time deposits
|
4,751
|
—
|
—
|
4,751
|
—
|
|||||||||||||||
Non-U.S. government securities
|
592
|
—
|
—
|
592
|
—
|
|||||||||||||||
|
$ |
211,596
|
$ |
4,687
|
$ |
(262
|
) | $ |
216,021
|
$ |
23,999
|
|||||||||
|
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
|
|||||||||
|
December 31, 2018
|
|||||||||||||||||||
|
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
|
$ |
110,969
|
$ |
112
|
$ |
(1,360
|
) | $ |
109,721
|
$ |
75,040
|
|||||||||
Commercial paper
|
86,130
|
13
|
(26
|
) |
86,117
|
85,094
|
||||||||||||||
Corporate debt securities
|
41,133
|
432
|
(1,545
|
) |
40,020
|
24,767
|
||||||||||||||
U.S. government agency securities
|
9,646
|
1
|
(36
|
) |
9,611
|
7,077
|
||||||||||||||
Certificates of deposit and time deposits
|
7,604
|
—
|
—
|
7,604
|
—
|
|||||||||||||||
Debt mutual funds
|
3,153
|
34
|
—
|
3,187
|
—
|
|||||||||||||||
Non-U.S. government securities
|
376
|
—
|
—
|
376
|
—
|
|||||||||||||||
|
$ |
259,011
|
$ |
592
|
$ |
(2,967
|
) | $ |
256,636
|
$ |
191,978
|
|||||||||
|
Cost
|
|
Unrealized
Gain
|
|
Unrealized
(Loss)
|
|
Fair Market
Value
|
|
Fair Market
Value of Investments
with Unrealized Losses
|
|
||||||||||
|
(in thousands)
|
|||||||||||||||||||
Marketable securities
|
$ |
190,100
|
$ |
88
|
$ |
(92
|
) | $ |
190,096
|
$ |
140,262
|
|||||||||
Long-term marketable securities
|
68,911
|
504
|
(2,875
|
) |
66,540
|
51,716
|
||||||||||||||
|
$ |
259,011
|
$ |
592
|
$ |
(2,967
|
) | $ |
256,636
|
$ |
191,978
|
|||||||||
|
Cost
|
|
Fair Value
|
|
||||
|
(in thousands)
|
|||||||
Due within one year
|
$ |
137,144
|
$ |
137,303
|
||||
Due after 1 year through 5 years
|
15,264
|
15,351
|
||||||
Due after 5 years through 10 years
|
14,436
|
14,576
|
||||||
Due after 10 years
|
37,999
|
41,903
|
||||||
Total
|
$ |
204,843
|
$ |
209,133
|
||||
|
December 31, 2019
|
December 31, 2018
|
||||||||||||||||||||||
|
Buy
Position
|
|
Sell
Position
|
|
Net
Total
|
|
Buy
Position
|
|
Sell
Position
|
|
Net
Total
|
|
||||||||||||
|
(in millions)
|
|||||||||||||||||||||||
Japanese Yen
|
$ |
(29.3
|
) | $ |
—
|
$ |
(29.3
|
) | $ |
(35.0
|
) | $ |
—
|
$ |
(35.0
|
) | ||||||||
Taiwan Dollar
|
(18.4
|
) |
—
|
(18.4
|
) |
(11.2
|
) |
—
|
(11.2
|
) | ||||||||||||||
Korean Won
|
(10.7
|
) |
—
|
(10.7
|
) |
(9.6
|
) |
—
|
(9.6
|
) | ||||||||||||||
British Pound Sterling
|
(3.8
|
) |
—
|
(3.8
|
) |
(1.4
|
) |
—
|
(1.4
|
) | ||||||||||||||
Euro
|
—
|
47.8
|
47.8
|
—
|
82.2
|
82.2
|
||||||||||||||||||
Singapore Dollar
|
—
|
25.3
|
25.3
|
—
|
15.7
|
15.7
|
||||||||||||||||||
Philippine Peso
|
—
|
5.2
|
5.2
|
—
|
5.2
|
5.2
|
||||||||||||||||||
Chinese Yuan
|
—
|
4.4
|
4.4
|
—
|
2.8
|
2.8
|
||||||||||||||||||
Total
|
$ |
(62.2
|
) | $ |
82.7
|
$ |
20.5
|
$ |
(57.2
|
) | $ |
105.9
|
$ |
48.7
|
||||||||||
|
|
December 31,
2019
|
|
December 31,
2018
|
|
|||||
|
|
(in thousands)
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|||||||
Foreign exchange contracts
|
Prepayments
|
$ |
528
|
$ |
79
|
|||||
Foreign exchange contracts
|
Other current liabilities
|
(203
|
) |
(514
|
) | |||||
Total
|
|
$ |
325
|
$ |
(435
|
) | ||||
|
Location of (Gains) Losses
Recognized in Statement
of Operations
|
December 31,
2019
|
|
December 31,
2018
|
|
December 31,
2017
|
|
||||||||
|
|
(in thousands)
|
|||||||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|||||||||||
Foreign exchange contracts
|
Other (income) expense, net
|
$ |
5,960
|
$ |
7,386
|
$ |
(1,133
|
) |
(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 years ended December 31, 2019 and 2018, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $
1.6
million and $
2.5
million, respectively.
|
(3) |
For the year ended December 31, 2017, net losses from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $
2.9
|
|
For the
Year
Ended
|
|
||
|
December 31, 2019
|
|
||
|
|
(in thousands)
|
|
|
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows
|
$ |
19,400
|
||
Right-of-use
assets obtained in exchange for new lease obligations
|
26,739
|
|
Operating Lease
|
|
||
|
(in thousands)
|
|
||
2020
|
$ |
21,874
|
||
2021
|
17,638
|
|||
2022
|
12,944
|
|||
2023
|
6,496
|
|||
2024
|
5,106
|
|||
Thereafter
|
8,388
|
|||
Total lease payments
|
72,446
|
|||
Less imputed interest
|
(7,121
|
) | ||
Total lease liabilities
|
$ |
65,325
|
||
|
Operating Lease
|
|
||
|
(in thousands)
|
|
||
2019
|
$ |
19,570
|
||
2020
|
18,293
|
|||
2021
|
13,578
|
|||
2022
|
9,693
|
|||
2023
|
5,449
|
|||
Thereafter
|
9,472
|
|||
Total lease payments
|
$ |
76,055
|
||
|
December 31,
2019 |
|
December 31,
2018 |
|
||||
|
(in thousands)
|
|
||||||
Debt
p
rincipal
|
$ |
460,000
|
$ |
460,000
|
||||
Unamortized discount
|
65,313
|
80,019
|
||||||
Net
c
arrying amount of convertible debt
|
$ |
394,687
|
$ |
379,981
|
||||
|
For the year ended
|
|||||||
|
December 31,
2019 |
|
December 31,
2018 |
|
||||
|
(in thousands)
|
|
||||||
Contractual interest expense on the coupon
|
$ |
5,750
|
$ |
5,750
|
||||
Amortization of the discount component and debt issue fees recognized as interest expense
|
14,706
|
13,995
|
||||||
Total interest expense on the convertible debt
|
$ |
20,456
|
$ |
19,745
|
||||
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized
Gain
s
(Losses)
on
Marketable
Securities
|
|
Retirement
Plans Prior
Service
Credit
|
|
Total
|
|
||||||||
|
(in thousands)
|
|||||||||||||||
Balance at December 31, 2017, net of tax of $0, $1,815, $(932)
|
$ |
15,919
|
$ |
1,362
|
$ |
1,495
|
$ |
18,776
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
loss
before reclassifications, net of tax of $0, $(722), $0
|
(28,442
|
) |
(2,110
|
) |
—
|
(30,552
|
) | |||||||||
Amounts reclassified from accumulated other comprehensive income, net of tax of $0, $(21), $(71)
|
—
|
1,337
|
(245
|
) |
1,092
|
|||||||||||
Net current period other comprehensive
loss
, net of tax of $0, $(743), $(71)
|
(28,442
|
) |
(773
|
) |
(245
|
) |
(29,460
|
) | ||||||||
Reclassification of tax effects resulting f
rom
the Tax Reform Act,
net of tax of
$0, $(691), $(78), respectively (a)
|
—
|
691
|
78
|
769
|
||||||||||||
Reclassification of unrealized gains on equity securities, net of tax
of
$0, $(902), $0, respectively, (b)
|
—
|
(3,125
|
) |
—
|
(3,125
|
) | ||||||||||
Balance at December 31, 2018, net of tax of $0, $(521), $(1,081)
|
|
(12,523
|
) |
|
(1,845
|
) |
|
1,328
|
|
(13,040
|
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
(loss)
income before reclassifications, net of tax of $0, $1,659, $0
|
(10,991
|
) |
6,015
|
—
|
(4,976
|
) | ||||||||||
Amounts reclassified from accumulated other comprehensive income, net of tax of $0, $(192), $(43)
|
—
|
(690
|
) |
(148
|
) |
(838
|
) | |||||||||
Net current period other comprehensive
(loss)
income, net of tax of $0, $1,467, $(43)
|
(10,991
|
) |
5,325
|
(148
|
) |
(5,814
|
) | |||||||||
Balance at December 31, 2019, net of tax of $0, $946, $(1,124)
|
$ |
(23,514
|
) | $ |
3,480
|
$ |
1,180
|
$ |
(18,854
|
) | ||||||
(a) |
In the year ended December 31, 2018, Teradyne early adopted ASU
2018-02,
“Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.”
|
(b) |
In the year ended December 31, 2018, Teradyne adopted ASU
2016-01,
“
Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
|
Details about Accumulated
Other Comprehensive Income
Components
|
For the year ended
|
Affected Line Item
in the Statements
of Operations
|
|
|||||||||||||
|
December 31,
2019
|
|
December 31,
2018
|
|
December 31,
2017
|
|
|
|
||||||||
|
(in thousands)
|
|
|
|||||||||||||
Available-for-sale
marketable securities
|
|
|
|
|
||||||||||||
Unrealized
gains
(losses), net of tax of $192, $21, $297
|
$ |
690
|
$ |
(1,337
|
) | $ |
441
|
Interest income (expense)
|
||||||||
Defined benefit pension and postretirement plans:
|
|
|
|
|
||||||||||||
Amortization of prior service benefit, net of tax of $43, $71, $154
|
148
|
245
|
272
|
(a)
|
||||||||||||
Total reclassifications, net of tax of $235, $92, $451
|
$ |
838
|
$ |
(1,092
|
) | $ |
713
|
Net income
|
||||||||
(a) | The amortization of prior service credit is included in the computation of net periodic pension cost and postretirement benefit; see Note P: “Retirement Plans.” |
|
Industrial
Automation
|
|
Wireless
Test
|
|
Semiconductor
Test
|
|
System
Test
|
|
Total
|
|
||||||||||
|
(in thousands)
|
|
||||||||||||||||||
Balance at December 31, 2017:
|
|
|
|
|
|
|||||||||||||||
Goodwill
|
$ |
233,519
|
$ |
361,819
|
$ |
260,540
|
$ |
158,699
|
$ |
1,014,577
|
||||||||||
Accumulated impairment losses
|
—
|
(353,843
|
) |
(260,540
|
) |
(148,183
|
) |
(762,566
|
) | |||||||||||
|
233,519
|
7,976
|
—
|
10,516
|
252,011
|
|||||||||||||||
MiR acquisition
|
135,976
|
—
|
—
|
—
|
135,976
|
|||||||||||||||
Energid acquisition
|
14,394
|
—
|
—
|
—
|
14,394
|
|||||||||||||||
Foreign currency translation adjustment
|
(20,531
|
) |
—
|
—
|
—
|
(20,531
|
) | |||||||||||||
Balance at December 31, 2018:
|
|
|
|
|
|
|||||||||||||||
Goodwill
|
363,358
|
361,819
|
260,540
|
158,699
|
1,144,416
|
|||||||||||||||
Accumulated impairment losses
|
—
|
(353,843
|
) |
(260,540
|
) |
(148,183
|
) |
(762,566
|
) | |||||||||||
|
363,358
|
7,976
|
—
|
10,516
|
381,850
|
|||||||||||||||
Lemsys acquisition
|
—
|
—
|
1,428
|
—
|
1,428
|
|||||||||||||||
Auto
G
uide acquisition
|
41,372
|
—
|
—
|
—
|
41,372
|
|||||||||||||||
Foreign currency translation adjustment
|
(8,247
|
) |
—
|
28
|
—
|
(8,219
|
) | |||||||||||||
Balance at December 31, 2019:
|
|
|
|
|
|
|||||||||||||||
Goodwill
|
396,483
|
361,819
|
261,996
|
158,699
|
1,178,997
|
|||||||||||||||
Accumulated impairment losses
|
—
|
(353,843
|
) |
(260,540
|
) |
(148,183
|
) |
(762,566
|
) | |||||||||||
|
$ |
396,483
|
$ |
7,976
|
$ |
1,456
|
$ |
10,516
|
$ |
416,431
|
||||||||||
|
December 31, 2019
|
|||||||||||||||
|
Gross
Carrying
Amount
(1
)
(2) |
|
Accumulated
Amortization
(2)
|
|
Foreign
Currency Translation Adjustment |
|
Net
Carrying
Amount
|
|
||||||||
|
(in thousands)
|
|||||||||||||||
Developed technology
|
$ |
361,787
|
$ |
(279,000
|
) | $ |
(5,709
|
) | $ |
77,078
|
||||||
Customer relationships
|
75,669
|
(59,077
|
) |
(455
|
) |
16,137
|
||||||||||
Tradenames and trademarks
|
70,120
|
(36,671
|
) |
(1,184
|
) |
32,265
|
||||||||||
Backlog
|
260
|
(260
|
) |
—
|
—
|
|||||||||||
Total intangible assets
|
$
|
507,836
|
$
|
(375,008
|
) |
$
|
(7,348
|
)
|
$
|
125,480
|
||||||
|
December 31, 2018
|
|||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Foreign
Currency Translation Adjustment |
|
Net
Carrying
Amount
|
|
||||||||
|
(in thousands)
|
|||||||||||||||
Developed technology
|
$ |
336,308
|
$ |
(252,080
|
) | $ |
(4,079
|
) | $ |
80,149
|
||||||
Customer relationships
|
97,153
|
(83,448
|
) |
(340
|
) |
13,365
|
||||||||||
Tradenames and trademarks
|
64,420
|
(31,653
|
) |
(799
|
) |
31,968
|
||||||||||
Non-compete
agreement
|
320
|
(320
|
) |
—
|
—
|
|||||||||||
Backlog
|
30
|
(30
|
) |
—
|
—
|
|||||||||||
Total intangible assets
|
$ |
498,231
|
$ |
(367,531
|
) | $ |
(5,218
|
) | $ |
125,482
|
||||||
(1) |
Includes intangible assets acquired in 2019, $37.7 million from the
AutoGuide
acquisition and $4.6 million from the
Lemsys
acquisition.
|
(2) | In 2019, $32.7 million of amortizable intangible assets became fully amortized and have been eliminated from the gross carrying amount and accumulated amortization. |
Year
|
Amortization Expense
|
|
||
|
(in thousands)
|
|
||
2020
|
$
|
30,606
|
||
2021
|
20,593
|
|||
2022
|
19,700
|
|||
2023
|
19,226
|
|||
2024
|
18,921
|
|||
Thereafter
|
16,434
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands, except per share amounts)
|
|||||||||||
Net income for basic and diluted net income per share
|
$ |
467,468
|
$ |
451,779
|
$ |
257,692
|
||||||
Weighted average common shares-basic
|
170,425
|
187,672
|
198,069
|
|||||||||
Effect of dilutive potential common shares:
|
|
|
|
|||||||||
Incremental shares from assumed conversion of convertible notes (1)
|
4,909
|
2,749
|
1,298
|
|||||||||
Convertible note hedge warrant shares (2)
|
2,698
|
485
|
112
|
|||||||||
Restricted stock units
|
1,236
|
1,385
|
1,800
|
|||||||||
Stock options
|
178
|
278
|
335
|
|||||||||
Employee stock purchase rights
|
13
|
36
|
27
|
|||||||||
Dilutive potential common shares
|
9,034
|
4,933
|
3,572
|
|||||||||
Weighted average common shares-diluted
|
179,459
|
192,605
|
201,641
|
|||||||||
Net income per common share-basic
|
$ |
2.74
|
$ |
2.41
|
$ |
1.30
|
||||||
Net income per common share-diluted
|
$ |
2.60
|
$ |
2.35
|
$ |
1.28
|
||||||
(1)
|
Incremental shares from the assumed conversion of the convertible notes was calculated using the difference between the average Teradyne stock price for the period and the conversion price of $31.62, multiplied by 14.5 million shares. The result of this calculation, representing the total intrinsic value of the convertible debt, was divided by the average Teradyne stock price for the period.
|
(2) | Convertible notes hedge warrant shares were calculated using the difference between the average Teradyne stock price for the period and the warrant price of $39.68, multiplied by 14.5 million shares. The result of this calculation, representing the total intrinsic value of the warrant, was divided by the average Teradyne stock price for the period. |
|
2019
|
2018
|
||||||||||||||
|
United States
|
|
Foreign
|
|
United States
|
|
Foreign
|
|
||||||||
|
(in thousands)
|
|||||||||||||||
Assets and Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation:
|
|
|
|
|
||||||||||||
Beginning of year
|
$ |
178,237
|
$ |
39,146
|
$ |
363,026
|
$ |
39,353
|
||||||||
Service cost
|
1,608
|
751
|
2,196
|
786
|
||||||||||||
Interest cost
|
7,189
|
691
|
8,940
|
687
|
||||||||||||
Actuarial
loss
(gain)
|
24,447
|
4,520
|
(30,136
|
) |
773
|
|||||||||||
Benefits paid
|
(7,690
|
) |
(836
|
) |
(14,793
|
) |
(741
|
) | ||||||||
Retiree annuity purchase
|
—
|
—
|
(151,341
|
) |
—
|
|||||||||||
Liability loss due to settlement
|
—
|
—
|
345
|
—
|
||||||||||||
Non-U.S.
currency movement
|
—
|
(320
|
) |
—
|
(1,712
|
) | ||||||||||
End of year
|
203,791
|
43,952
|
178,237
|
39,146
|
||||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets:
|
|
|
|
|
||||||||||||
Beginning of year
|
144,301
|
1,400
|
324,506
|
1,307
|
||||||||||||
Company contributions
|
2,805
|
923
|
2,587
|
822
|
||||||||||||
Actual return on plan assets
|
27,516
|
64
|
(16,658
|
) |
50
|
|||||||||||
Benefits paid
|
(7,690
|
) |
(836
|
) |
(14,793
|
) |
(741
|
) | ||||||||
Retiree annuity purchase
|
—
|
—
|
(151,341
|
) |
—
|
|||||||||||
Non-U.S.
currency movement
|
—
|
35
|
—
|
(38
|
) | |||||||||||
End of year
|
166,932
|
1,586
|
144,301
|
1,400
|
||||||||||||
Funded status
|
$ |
(36,859
|
) | $ |
(42,366
|
) | $ |
(33,936
|
) | $ |
(37,746
|
) | ||||
|
2019
|
2018
|
||||||||||||||
|
United States
|
|
Foreign
|
|
United States
|
|
Foreign
|
|
||||||||
|
(in thousands)
|
|||||||||||||||
Retirement plans assets
|
$ |
18,457
|
$ |
—
|
$ |
16,883
|
$ |
—
|
||||||||
Accrued employees’ compensation and withholdings
|
(2,826
|
) |
(922
|
) |
(2,676
|
) |
(852
|
) | ||||||||
Retirement plans liabilities
|
(52,490
|
) |
(41,444
|
) |
(48,143
|
) |
(36,894
|
) | ||||||||
Funded status
|
$ |
(36,859
|
) | $ |
(42,366
|
) | $ |
(33,936
|
) | $ |
(37,746
|
) | ||||
|
2019
|
2018
|
||||||||||||||
|
United States
|
|
Foreign
|
|
United States
|
|
Foreign
|
|
||||||||
|
(in thousands)
|
|||||||||||||||
Deferred taxes related to prior service cost recognized in other comprehensive income
|
$ |
560
|
$ |
—
|
$ |
560
|
$ |
—
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
2018
|
||||||||||||||
|
United States
|
|
Foreign
|
|
United States
|
|
Foreign
|
|
||||||||
|
(in millions)
|
|||||||||||||||
Projected benefit obligation
|
$ |
55.3
|
$ |
44.0
|
$ |
50.8
|
$ |
39.1
|
||||||||
Accumulated benefit obligation
|
53.2
|
39.9
|
48.6
|
35.6
|
||||||||||||
Fair value of plan assets
|
—
|
1.6
|
—
|
1.4
|
|
2019
|
2018
|
2017
|
|||||||||||||||||||||
|
United
States
|
|
Foreign
|
|
United
States
|
|
Foreign
|
|
United
States
|
|
Foreign
|
|
||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||
Components of Net Periodic Pension
Cost
(Income):
|
|
|
|
|||||||||||||||||||||
Service cost
|
$ |
1,608
|
$ |
751
|
$ |
2,196
|
$ |
786
|
$ |
2,239
|
$ |
818
|
||||||||||||
Interest cost
|
7,189
|
691
|
8,940
|
687
|
13,151
|
852
|
||||||||||||||||||
Expected return on plan assets
|
(6,042
|
) |
(29
|
) |
(9,049
|
) |
(19
|
) |
(12,008
|
) |
(165
|
) | ||||||||||||
Amortization of prior service cost
|
—
|
—
|
58
|
—
|
70
|
—
|
||||||||||||||||||
Net actuarial
loss
(gain)
|
2,973
|
4,485
|
(4,429
|
) |
743
|
(6,712
|
) |
(310
|
) | |||||||||||||||
Settlement loss
|
—
|
—
|
345
|
—
|
—
|
—
|
||||||||||||||||||
Total net periodic pension
cost
(income)
|
$ |
5,728
|
$ |
5,898
|
$ |
(1,939
|
) | $ |
2,197
|
$ |
(3,260
|
) | $ |
1,195
|
||||||||||
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Reversal of amortization items:
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
|
—
|
—
|
(58
|
) |
—
|
(70
|
) |
—
|
||||||||||||||||
Total recognized in other comprehensive income
|
—
|
—
|
(58
|
) |
—
|
(70
|
) |
—
|
||||||||||||||||
Total recognized in net periodic pension
cost
(income)
and other comprehensive income
|
$ |
5,728
|
$ |
5,898
|
$ |
(1,997
|
) | $ |
2,197
|
$ |
(3,330
|
) | $ |
1,195
|
||||||||||
|
2019
|
2018
|
2017
|
|||||||||||||||||||||
|
United States
|
|
Foreign
|
|
United States
|
|
Foreign
|
|
United States
|
|
Foreign
|
|
||||||||||||
Discount rate
|
4.1
|
% |
1.8
|
% |
3.4
|
% |
1.8
|
% |
3.9
|
% |
1.8
|
% | ||||||||||||
Expected return on plan assets
|
4.3
|
2.0
|
4.3
|
1.5
|
4.0
|
2.0
|
||||||||||||||||||
Salary progression rate
|
2.5
|
2.5
|
2.3
|
2.7
|
2.6
|
2.7
|
|
2019
|
2018
|
||||||||||||||
|
United States
|
|
Foreign
|
|
United States
|
|
Foreign
|
|
||||||||
Discount rate
|
3.0
|
% |
1.1
|
% |
4.1
|
% |
1.8
|
% | ||||||||
Salary progression rate
|
2.6
|
2.5
|
2.5
|
2.6
|
|
2019
|
2018
|
||||||||||||||
|
United States
|
|
Foreign
|
|
United States
|
|
Foreign
|
|
||||||||
Fixed income securities
|
94.0
|
% |
—
|
% |
94.0
|
% |
—
|
% | ||||||||
Equity securities
|
5.0
|
—
|
5.0
|
—
|
||||||||||||
Other
|
1.0
|
100.0
|
1.0
|
100.0
|
||||||||||||
|
100.0
|
% |
100.0
|
% |
100.0
|
% |
100.0
|
% | ||||||||
Asset Category:
|
Policy Index:
|
Target
Allocation
|
|
|||
U.S. corporate fixed income
|
Barclays U.S. Corporate A or Better Index
|
75
|
% | |||
Global equity
|
MSCI World Minimum Volatility Index
|
5
|
||||
U.S. government fixed income
|
Barclays U.S. Long Government Bond Index
|
14
|
||||
High yield fixed income
|
Barclays U.S. High Yield Index
|
5
|
||||
Cash
|
Citigroup Three Month U.S. Treasury Bill Index
|
1
|
|
December 31, 2019
|
|||||||||||||||||||||||||||||||
|
United States
|
Foreign
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Corporate debt securities
|
$ |
—
|
$ |
133,792
|
$ |
—
|
$ |
133,792
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
||||||||||||||||
U.S. government securities
|
—
|
23,186
|
—
|
23,186
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Global equity
|
—
|
8,344
|
—
|
8,344
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Other
|
—
|
—
|
—
|
—
|
—
|
1,586
|
—
|
1,586
|
||||||||||||||||||||||||
Cash and cash equivalents
|
1,610
|
—
|
—
|
1,610
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Total
|
$ |
1,610
|
$ |
165,322
|
$ |
—
|
$ |
166,932
|
$ |
—
|
$ |
1,586
|
$ |
—
|
$ |
1,586
|
||||||||||||||||
|
December 31, 2018
|
|||||||||||||||||||||||||||||||
|
United States
|
Foreign
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Corporate debt securities
|
$ |
—
|
$ |
115,424
|
$ |
—
|
$ |
115,424
|
$ |
—
|
$ |
—
|
$ |
—
|
$ |
—
|
||||||||||||||||
U.S. government securities
|
—
|
20,176
|
—
|
20,176
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Global equity
|
—
|
7,252
|
—
|
7,252
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Other
|
—
|
—
|
—
|
—
|
—
|
1,400
|
—
|
1,400
|
||||||||||||||||||||||||
Cash and cash equivalents
|
1,449
|
—
|
—
|
1,449
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Total
|
$ |
1,449
|
$ |
142,852
|
$ |
—
|
$ |
144,301
|
$ |
—
|
$ |
1,400
|
$ |
—
|
$ |
1,400
|
||||||||||||||||
|
Group Annuity Insurance Contracts
|
|
||
|
(in thousands)
|
|
||
Balance at December 31, 2017
|
$ |
3,166
|
||
Transfer out of level 3
|
(2,658
|
) | ||
Purchase
etiree annuity
s
o
f
r
insurance
ontracts
|
(512
|
) | ||
Interest and market value adjustments
|
59
|
|||
Benefits paid
|
(40
|
) | ||
Other
|
(15
|
) | ||
Balance at December 31, 2018
|
$ |
—
|
||
|
United States
|
|
Foreign
|
|
||||
|
(in thousands)
|
|||||||
2020
|
$ |
8,027
|
$ |
1,237
|
||||
2021
|
8,416
|
985
|
||||||
2022
|
9,163
|
982
|
||||||
2023
|
9,785
|
1,258
|
||||||
2024
|
10,558
|
1,098
|
||||||
2025-2029
|
59,665
|
6,129
|
|
2019
|
|
2018
|
|
||||
|
(in thousands)
|
|||||||
Assets and Obligations
|
|
|
|
|
|
|
||
Change in benefit obligation:
|
|
|
|
|
|
|
||
Projected benefit obligation:
|
|
|
||||||
Beginning of year
|
$ |
9,256
|
$ |
6,177
|
||||
Service cost
|
41
|
39
|
||||||
Interest cost
|
347
|
196
|
||||||
Actuarial loss
|
717
|
25
|
||||||
Benefits paid
|
(1,358
|
) |
(889
|
) | ||||
Special termination benefits
|
—
|
3,708
|
||||||
End of year
|
9,003
|
9,256
|
||||||
Change in plan assets:
|
|
|
|
|
|
|
||
Fair value of plan assets:
|
|
|
||||||
Beginning of year
|
—
|
—
|
||||||
Company contributions
|
1,358
|
889
|
||||||
Benefits paid
|
(1,358
|
) |
(889
|
) | ||||
End of year
|
—
|
—
|
||||||
Funded status
|
$ |
(9,003
|
) | $ |
(9,256
|
) | ||
|
2019
|
|
2018
|
|
||||
|
(in thousands)
|
|||||||
Accrued employees’ compensation and withholdings
|
$ |
(1,231
|
) | $ |
(1,310
|
) | ||
Retirement plans liability
|
(7,772
|
) |
(7,946
|
) | ||||
Funded status
|
$ |
(9,003
|
) | $ |
(9,256
|
) | ||
|
2019
|
|
2018
|
|
||||
|
(in thousands)
|
|||||||
Prior service credit, before tax
|
$ |
(58
|
) | $ |
(249
|
) | ||
Deferred taxes
|
(1,684
|
) |
(1,641
|
) | ||||
Total recognized in other comprehensive income, net of tax
|
$ |
(1,742
|
) | $ |
(1,890
|
) | ||
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|||||||||||
Components of Net Periodic Postretirement Benefit
Cost (income):
|
|
|
|
|
|
|
|
|
|
|||
Service cost
|
$ |
41
|
$ |
39
|
$ |
34
|
||||||
Interest cost
|
347
|
196
|
201
|
|||||||||
Amortization of prior service credit
|
(191
|
) |
(373
|
) |
(496
|
) | ||||||
Net actuarial loss
|
717
|
25
|
398
|
|||||||||
Special termination benefits
|
—
|
3,708
|
591
|
|||||||||
Total net periodic postretirement benefit cost
|
914
|
3,595
|
728
|
|||||||||
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|||
Prior service cost
|
—
|
—
|
—
|
|||||||||
Reversal of amortization items:
|
|
|
|
|||||||||
Prior service credit
|
191
|
373
|
496
|
|||||||||
Total recognized in other comprehensive income
|
191
|
373
|
496
|
|||||||||
Total recognized in net periodic postretirement cost and other comprehensive income
|
$ |
1,105
|
$ |
3,968
|
$ |
1,224
|
||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
Discount rate
|
4.0
|
% |
3.4
|
% |
3.9
|
% | ||||||
Initial health care cost trend rate
|
7.5
|
7.9
|
7.3
|
|||||||||
Ultimate health care cost trend rate
|
4.5
|
4.5
|
5.0
|
|||||||||
Year in which ultimate health care cost trend rate is reached
|
2026
|
2026
|
2023
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Discount rate
|
3.0
|
% |
4.0
|
% |
3.4
|
% | ||||||
Initial medical trend
|
7.1
|
7.5
|
7.9
|
|||||||||
Ultimate health care trend
|
4.5
|
4.5
|
4.5
|
|||||||||
Medical cost trend rate decrease to ultimate rate in year
|
2026
|
2026
|
2026
|
|
1 Percentage
Point
Increase
|
|
1 Percentage
Point
Decrease
|
|
||||
|
(in thousands)
|
|||||||
Effect on total service and interest cost components
|
$ |
6
|
$ |
(6
|
) | |||
Effect on postretirement benefit obligations
|
139
|
(133
|
) |
|
Benefit Payments
|
|
||
|
(in thousands)
|
|
||
2020
|
$ |
1,231
|
||
2021
|
1,171
|
|||
2022
|
958
|
|||
2023
|
789
|
|||
2024
|
662
|
|||
2025-2029
|
1,965
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Risk-free interest rate
|
2.6
|
% |
2.2
|
% |
1.5
|
% | ||||||
Teradyne volatility-historical
|
31.9
|
% |
26.8
|
% |
26.6
|
% | ||||||
NYSE Composite Index volatility-historical
|
11.9
|
% |
12.4
|
% |
13.4
|
% | ||||||
Dividend yield
|
1.0
|
% |
0.8
|
% |
1.0
|
% |
|
2019
|
|
2018
|
|
2017
|
|
||||||
Expected life (years)
|
5.0
|
5.0
|
5.0
|
|||||||||
Risk-free interest rate
|
2.5
|
% |
2.4
|
% |
2.0
|
% | ||||||
Volatility-historical
|
30.1
|
% |
26.4
|
% |
27.8
|
% | ||||||
Dividend yield
|
1.00
|
% |
0.80
|
% |
1.00
|
% |
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|||||||||||
Restricted Stock Units:
|
|
|
|
|||||||||
Non-vested
at January 1
|
2,454
|
3,174
|
3,778
|
|||||||||
Awarded
|
1,139
|
790
|
939
|
|||||||||
Vested
|
(1,237
|
) |
(1,382
|
) |
(1,434
|
) | ||||||
Forfeited
|
(87
|
) |
(128
|
) |
(109
|
) | ||||||
Non-vested
at December 31
|
2,269
|
2,454
|
3,174
|
|||||||||
Stock Options:
|
|
|
|
|||||||||
Outstanding at January 1
|
506
|
531
|
926
|
|||||||||
Granted
|
102
|
69
|
111
|
|||||||||
Exercised
|
(280
|
) |
(94
|
) |
(501
|
) | ||||||
Forfeited
|
(7
|
)
|
—
|
—
|
||||||||
Expired
|
(2
|
)
|
—
|
(5
|
) | |||||||
Outstanding at December 31
|
319
|
506
|
531
|
|||||||||
Vested and expected to vest at December 31
|
319
|
506
|
531
|
|||||||||
Exercisable at December 31
|
85
|
256
|
233
|
|||||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|||||||||||
Shares available:
|
|
|
|
|||||||||
Available for grant at January 1
|
7,874
|
8,605
|
9,546
|
|||||||||
Options granted
|
(102
|
) |
(69
|
) |
(111
|
) | ||||||
Options forfeited
|
|
|
7
|
|
|
|
—
|
|
|
|
—
|
|
Restricted stock units awarded
|
(1,139
|
) |
(790
|
) |
(939
|
) | ||||||
Restricted stock units forfeited
|
87
|
128
|
109
|
|||||||||
Available for grant at December 31
|
6,727
|
7,874
|
8,605
|
|||||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
Non-vested
at January 1
|
$ |
29.22
|
$ |
21.71
|
$ |
18.27
|
||||||
Awarded
|
39.08
|
45.99
|
28.91
|
|||||||||
Vested
|
23.59
|
20.20
|
17.90
|
|||||||||
Forfeited
|
35.60
|
24.67
|
20.35
|
|||||||||
Non-vested
at December 31
|
$ |
35.58
|
$ |
29.22
|
$ |
21.71
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|||||||||||
Vested
|
$ |
46,110
|
$ |
63,688
|
$ |
40,649
|
||||||
Outstanding
|
154,752
|
77,015
|
132,875
|
|||||||||
Expected to vest
|
152,374
|
77,187
|
130,594
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Outstanding
|
1.02
|
0.92
|
1.00
|
|||||||||
Expected to vest
|
1.02
|
0.91
|
0.99
|
|
2019
|
|
||
Outstanding at January 1
|
$ |
19.06
|
||
Options granted
|
37.95
|
|||
Options exercised
|
13.20
|
|||
Options forfeited
|
36.75
|
|||
Options cancelled
|
1.48
|
|||
Outstanding at December 31
|
29.91
|
|||
Exercisable at December 31
|
14.97
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|||||||||||
Exercised
|
$ |
9,232
|
$ |
2,960
|
$ |
8,035
|
||||||
Outstanding
|
12,218
|
7,359
|
14,831
|
|||||||||
Vested and expected to vest
|
7,701
|
7,359
|
14,831
|
|||||||||
Exercisable
|
4,517
|
5,905
|
9,076
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Outstanding
|
4.2
|
3.6
|
4.1
|
|||||||||
Vested and expected to vest
|
5.0
|
3.6
|
4.1
|
|||||||||
Exercisable
|
2.1
|
2.4
|
2.8
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|||||||||||
Cost of revenues
|
$ |
3,480
|
$ |
3,129
|
$ |
3,212
|
||||||
Engineering and development
|
9,913
|
9,181
|
9,370
|
|||||||||
Selling and administrative
|
24,504
|
21,267
|
21,515
|
|||||||||
Stock-based compensation
|
37,897
|
33,577
|
34,097
|
|||||||||
Income tax benefit
|
(8,360
|
) |
(12,036
|
) |
(10,462
|
) | ||||||
Total stock-based compensation expense after income taxes
|
$ |
29,537
|
$ |
21,541
|
$ |
23,635
|
||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|||||||||||
Income before income taxes
|
|
|
|
|||||||||
U.S.
|
$ |
192,442
|
$ |
189,691
|
$ |
76,699
|
||||||
Non-U.S.
|
333,330
|
278,110
|
447,713
|
|||||||||
|
$ |
525,772
|
$ |
467,801
|
$ |
524,412
|
||||||
Provision (benefit) for income taxes
|
|
|
|
|||||||||
Current:
|
|
|
|
|||||||||
U.S. Federal
|
$ |
19,297
|
$ |
(59,122
|
) | $ |
162,679
|
|||||
Non-U.S.
|
52,810
|
45,083
|
64,313
|
|||||||||
State
|
(4,347
|
) |
1,721
|
2,623
|
||||||||
|
67,760
|
(12,318
|
) |
229,615
|
||||||||
Deferred:
|
|
|
|
|||||||||
U.S. Federal
|
(4,522
|
) |
29,252
|
43,687
|
||||||||
Non-U.S.
|
(8,007
|
) |
(1,243
|
) |
(6,476
|
) | ||||||
State
|
3,073
|
331
|
(106
|
) | ||||||||
|
(9,456
|
) |
28,340
|
37,105
|
||||||||
Total provision for income taxes
|
$ |
58,304
|
$ |
16,022
|
$ |
266,720
|
||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
U.S. statutory federal tax rate
|
21.0
|
% |
21.0
|
% |
35.0
|
% | ||||||
U.S. global intangible low-taxed income
|
6.2
|
0.3
|
—
|
|||||||||
U.S. transition tax
|
1.9
|
(10.5
|
) |
28.7
|
||||||||
State income taxes, net of federal tax benefit
|
0.5
|
0.1
|
(0.4
|
) | ||||||||
Foreign tax credits
|
(5.9
|
) |
(2.2
|
) |
(2.2
|
) | ||||||
Uncertain tax positions
|
(4.3
|
) |
1.0
|
1.7
|
||||||||
Foreign taxes
|
(4.0
|
) |
(2.0
|
) |
(16.3
|
) | ||||||
U.S. foreign derived intangible income
|
(2.6
|
) |
(1.8
|
) |
—
|
|||||||
U.S. research and development credit
|
(1.8
|
) |
(2.2
|
) |
(1.6
|
) | ||||||
Equity compensation
|
(0.7
|
) |
(1.2
|
) |
(0.8
|
) | ||||||
Impact of rate change on deferred taxes
|
—
|
0.3
|
6.9
|
|||||||||
Domestic production activities deduction
|
—
|
—
|
(0.3
|
)
|
||||||||
Other, net
|
0.8
|
0.6
|
0.2
|
|||||||||
|
11.1
|
% |
3.4
|
% |
50.9
|
% | ||||||
|
2019
|
|
2018
|
|
||||
|
(in thousands)
|
|||||||
Deferred tax assets
|
|
|
||||||
Tax credits
|
$ |
79,480
|
$ |
69,091
|
||||
Accruals
|
25,424
|
23,449
|
||||||
Pension liabilities
|
24,459
|
20,826
|
||||||
Inventory valuations
|
18,572
|
18,514
|
||||||
Deferred revenue
|
7,622
|
9,130
|
||||||
Equity compensation
|
7,042
|
7,190
|
||||||
Vacation accrual
|
4,768
|
4,772
|
||||||
Investment impairment
|
|
|
3,292 |
|
|
|
— |
|
Net operating loss carryforwards
|
2,705
|
3,658
|
||||||
Marketable
s
ecurities
|
—
|
962
|
||||||
Other
|
1,472
|
685
|
||||||
Gross deferred tax assets
|
174,836
|
158,277
|
||||||
Less: valuation allowance
|
(77,177
|
) |
(69,852
|
) | ||||
Total deferred tax assets
|
$ |
97,659
|
$ |
88,425
|
||||
Deferred tax liabilities:
|
|
|
||||||
Depreciation
|
$ |
(18,238
|
) | $ |
(14,028
|
) | ||
Intangible assets
|
(16,705
|
) |
(24,211
|
) | ||||
Marketable securities
|
(1,601
|
)
|
—
|
|||||
Total deferred tax liabilities
|
$ |
(36,544
|
) | $ |
(38,239
|
) | ||
Net deferred assets
|
$ |
61,115
|
$ |
50,186
|
||||
|
State
Operating Loss
Carryforwards
|
|
|
Federal
Operating Loss
Carryforwards
|
|
Foreign
Operating Loss
Carryforwards
|
|
|||||
|
|
|
|
|
(
in
)
t
housands
|
|
|
|
|
|||
2020
|
$ |
269
|
|
|
$
|
—
|
$ |
—
|
||||
2021
|
2,141
|
|
|
|
—
|
—
|
||||||
2022
|
4,934
|
|
|
|
—
|
—
|
||||||
2023
|
4,342
|
|
|
|
—
|
—
|
||||||
2024
|
1,498
|
|
|
|
—
|
—
|
||||||
2025-2029
|
7,673
|
|
|
|
—
|
—
|
||||||
2030-2034
|
4,329
|
|
|
|
—
|
15
|
||||||
Beyond 2034
|
2,185
|
|
|
|
554
|
74
|
||||||
Non-expiring
|
1,357
|
|
|
|
—
|
4,207
|
||||||
|
|
|
|
|||||||||
Total
|
$ |
28,728
|
|
|
$
|
554
|
$ |
4,296
|
||||
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|||||||||||
Beginning balance, as of January 1
|
$ |
43,395
|
$ |
36,263
|
$ |
38,958
|
||||||
Additions:
|
|
|
|
|||||||||
Tax positions for current year
|
1,322
|
4,716
|
8,208
|
|||||||||
Tax positions for prior years
|
8,043
|
2,626
|
199
|
|||||||||
Reductions:
|
|
|
|
|||||||||
Tax positions for prior years
|
(31,397
|
) |
(153
|
) |
(10,573
|
) | ||||||
Expiration of statutes
|
(183
|
) |
(57
|
) |
(325
|
) | ||||||
Settlements with tax authorities
|
—
|
—
|
(204
|
) | ||||||||
Ending balance as of December 31
|
$ |
21,180
|
$
|
43,395
|
$ |
36,263
|
||||||
|
Semiconductor
Test
|
|
Industrial Automation
|
|
System
Test
|
|
Wireless
Test
|
|
Corporate
And
Other
|
|
Consolidated
|
|
||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenues
|
$ |
1,552,571
|
$ |
298,139
|
$ |
287,455
|
$ |
157,315
|
$ |
(515
|
) | $ |
2,294,965
|
|||||||||||
Income (loss) before taxes (1)(2)
|
416,973
|
(5,916
|
) |
93,543
|
35,585
|
(14,413
|
) |
525,772
|
||||||||||||||||
Total assets (3)
|
784,808
|
671,559
|
131,428
|
97,299
|
1,101,920
|
2,787,014
|
||||||||||||||||||
Property additions
|
112,145
|
9,076
|
3,059
|
10,362
|
—
|
134,642
|
||||||||||||||||||
Depreciation and amortization expense
|
59,197
|
40,904
|
5,518
|
5,365
|
9,671
|
120,655
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenues
|
$ |
1,492,417
|
$ |
261,452
|
$ |
216,132
|
$ |
132,006
|
$ |
(1,205
|
) | $ |
2,100,802
|
|||||||||||
Income (loss) before taxes (1)(2)
|
397,645
|
7,670
|
48,857
|
29,052
|
(15,423
|
) |
467,801
|
|||||||||||||||||
Total assets (3)
|
669,452
|
607,502
|
88,098
|
77,570
|
1,263,984
|
2,706,606
|
||||||||||||||||||
Property additions
|
94,496
|
11,188
|
3,469
|
5,226
|
—
|
114,379
|
||||||||||||||||||
Depreciation and amortization expense
|
58,095
|
36,755
|
6,430
|
5,328
|
6,616
|
113,224
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenues
|
$ |
1,662,549
|
$ |
170,056
|
$ |
192,135
|
$ |
111,866
|
$ |
—
|
$ |
2,136,606
|
||||||||||||
Income (loss) before taxes (1)(2)
|
491,361
|
8,763
|
10,305
|
17,350
|
(3,368
|
) |
524,411
|
|||||||||||||||||
Total assets (3)
|
597,480
|
368,037
|
97,018
|
59,912
|
1,987,098
|
3,109,545
|
||||||||||||||||||
Property additions
|
87,920
|
7,044
|
5,976
|
4,435
|
—
|
105,375
|
||||||||||||||||||
Depreciation and amortization expense
|
58,901
|
25,711
|
6,646
|
5,392
|
11,425
|
108,075
|
(1) |
Included in Corporate and Other are: contingent consideration adjustments,
investment impairment
pension and postretirement plans actuarial gains (losses), severance charges
,
,
property
insurance
recovery
related to the Japan earthquake, interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations and acquisition related charges.
|
(2) | Included in income (loss) before taxes are charges and credits related to restructuring and other, and inventory charges. |
(3)
|
Total assets are attributable to each segment. Corporate assets consist of cash and cash equivalents, marketable securities and certain other assets.
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
|
2018
|
|
2017
|
|
||||||
|
(in thousands)
|
|||||||||||
Semiconductor Test:
|
|
|
|
|
|
|
|
|
|
|||
Cost of revenues—inventory charge
|
$ |
8,731
|
$ |
6,822
|
$ |
4,606
|
||||||
Restructuring and other—employee severance
|
1,277
|
8,429
|
1,779
|
|||||||||
Restructuring and other—impairment of fixed assets
|
—
|
—
|
1,124
|
|||||||||
Industrial Automation:
|
|
|
|
|
|
|
|
|
|
|||
Restructuring and other—employee severance
|
$ |
796
|
$ |
—
|
$ |
1,414
|
||||||
Restructuring and other—acquisition related expenses and compensation
|
741
|
1,163
|
—
|
|||||||||
Cost of revenues—inventory charge
|
508
|
680
|
—
|
|||||||||
System Test:
|
|
|
|
|
|
|
|
|
|
|||
Cost of revenues—inventory charge
|
$ |
2,000
|
$ |
1,175
|
$ |
1,918
|
||||||
Wireless:
|
|
|
|
|
|
|
|
|
|
|||
Cost of revenues—inventory charge
|
$ |
4,005
|
$ |
2,565
|
$ |
2,190
|
||||||
Restructuring and other—lease impairment
|
—
|
—
|
972
|
|||||||||
Corporate and Other:
|
|
|
|
|
|
|
|
|
|
|||
Restructuring and other—MiR contingent consideration adjustment
|
$ |
(22,199
|
) | $ |
17,666
|
$ |
—
|
|||||
Other (income) expense, net—investment impairment charge |
|
|
15,000 |
|
|
|
— |
|
|
|
— |
|
Restructuring and other—AutoGuide contingent consideration adjustment
|
|
|
2,976
|
|
|
|
—
|
|
|
|
—
|
|
Selling and administrative—equity modification charge
|
2,108
|
—
|
—
|
|||||||||
Restructuring and other—acquisition related expenses and compensation
|
1,765
|
3,422
|
—
|
|||||||||
Restructuring and other—Universal Robots contingent consideration adjustment
|
—
|
(16,679
|
) |
7,820
|
||||||||
Restructuring and other—property insurance recovery related to Japan earthquake
|
—
|
—
|
(5,064
|
) |
(1) | Revenues attributable to a country are based on location of customer site. |
|
United
|
|
Foreign(1)
|
|
Total
|
|
||||||
|
(in thousands)
|
|||||||||||
December 31, 2019
|
$ |
252,812
|
$ |
124,943
|
$ |
377,755
|
||||||
December 31, 2018
|
$ |
209,368
|
$ |
70,453
|
$ |
279,821
|
(1) |
As of December 31, 2019 and 2018, long-lived assets attributable to Singapore were
$35.2
million and $19.4 million, respectively.
|
(1)
|
Restructuring and other includes a $3.0 million fair value adjustment to increase the MiR acquisition contingent consideration, $1.3 million of acquisition related expenses and compensation and $0.8 million of employee severance charges.
|
(2) |
Restructuring and other includes a $11.7 million gain for the decrease in the fair value of the
MiR
contingent consideration liability, partially offset by $0.8 million of employee severance charges and $0.5 million of acquisition related expenses and compensation.
|
(3) |
Restructuring and other includes
a
$7.8
million gain for the decrease in the fair value of
Mi
R
contingent consideration liability, partially offset by
$0.8 million
of employee severance charges and
$0.5 million
of acquisition related expenses an
.
d compensa
t
ion
|
(4) |
Restructuring and other includes a $5.8
million gain for the decrease in the fair value adjustment to the MiR acquisition contingent consideration, partially offset by a $3.0
million fair value adjustment to increase the AutoGuide acquisition contingent consideration, $0.5 million of employee severance charges and $0.2 million of acquisition related expenses and compensation
.
|
(5) | Teradyne recorded pension and post retirement net actuarial losses of $7.7 million for the fourth quarter in 2019. See Note B: “Accounting Policies” for a discussion of Teradyne’s accounting policy. |
(6)
|
Other (income) expense, net includes a $15.0 million charge for the impairment of the investment in RealWear.
|
|
2018
|
|||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
|
||||||||
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)(5)
|
|
||||||||
|
(in thousands, except per share amounts)
|
|||||||||||||||
Revenues:
|
|
|
|
|
||||||||||||
Products
|
$ |
403,925
|
$ |
434,051
|
$ |
470,994
|
$ |
420,652
|
||||||||
Services
|
83,542
|
92,878
|
95,854
|
98,906
|
||||||||||||
Total revenues
|
487,467
|
526,929
|
566,848
|
519,558
|
||||||||||||
Cost of revenues:
|
|
|
|
|
||||||||||||
Cost of products
|
180,958
|
180,777
|
195,339
|
170,064
|
||||||||||||
Cost of services
|
36,677
|
38,818
|
37,816
|
39,959
|
||||||||||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
217,635
|
219,595
|
233,155
|
210,023
|
||||||||||||
Gross profit
|
269,832
|
307,334
|
333,693
|
309,535
|
||||||||||||
Operating expenses:
|
|
|
|
|
||||||||||||
Selling and administrative
|
90,505
|
99,410
|
100,202
|
100,552
|
||||||||||||
Engineering and development
|
74,408
|
75,342
|
77,049
|
74,706
|
||||||||||||
Acquired intangible assets amortization
|
7,698
|
9,793
|
11,142
|
10,558
|
||||||||||||
Restructuring and other
|
(313
|
) |
2,389
|
1,710
|
11,446
|
|||||||||||
Total operating expenses
|
172,298
|
186,934
|
190,103
|
197,262
|
||||||||||||
Income from operations
|
97,534
|
120,400
|
143,590
|
112,273
|
||||||||||||
Non-operating
(income) expense:
|
|
|
|
|
||||||||||||
Interest income
|
(5,981
|
) |
(5,427
|
) |
(6,213
|
) |
(9,083
|
) | ||||||||
Interest expense
|
6,890
|
5,639
|
5,557
|
13,182
|
||||||||||||
Other (income) expense, net
|
805
|
176
|
3,405
|
(2,954
|
) | |||||||||||
Income before income taxes
|
95,820
|
120,012
|
140,841
|
111,128
|
||||||||||||
Income tax provision (benefit)
|
8,846
|
18,975
|
20,863
|
(32,662
|
) | |||||||||||
Net income
|
$ |
86,974
|
$ |
101,037
|
$ |
119,978
|
$ |
143,790
|
||||||||
Net income per common share—basic
|
$ |
0.45
|
$ |
0.53
|
$ |
0.65
|
$ |
0.80
|
||||||||
Net income per common share—diluted
|
$ |
0.43
|
$ |
0.52
|
$ |
0.63
|
$ |
0.79
|
||||||||
Cash dividend declared per common share
|
$ |
0.09
|
$ |
0.09
|
$ |
0.09
|
$ |
0.09
|
||||||||
(1) | Restructuring and other includes a $3.5 million gain for the decrease in the fair value of the Universal Robots contingent consideration liability, partially offset by $2.5 million of acquisition related expenses and compensation and $2.4 million of employee severance charges. |
(2) | Restructuring and other includes a $5.0 million gain for the decrease in the fair value of the Universal Robots contingent consideration liability, partially offset by $3.9 million of employee severance charges and $0.8 million of acquisition related expenses and compensation. |
(3) | Restructuring and other includes $1.7 million of employee severance charges, $0.8 million of acquisition related expenses and compensation, partially offset by a $0.8 million gain for the decrease in the fair value of the Universal Robots contingent consideration liability. |
(4) | Restructuring and other includes a $17.7 million fair value adjustment to increase the MiR acquisition contingent consideration, $0.8 million of employee severance charges, and $0.5 million acquisition related expenses and compensation, partially offset by a $7.4 million gain for the decrease in the fair value of the Universal Robots contingent consideration liability. |
(5) | Teradyne recorded pension and post retirement net actuarial gains of $3.5 million for the fourth quarter in 2018. See Note B: “Accounting Policies” for a discussion of Teradyne’s accounting policy. |
Item 9:
|
Changes in and disagreements with accountants on accounting and financial disclosure
|
Item 9A:
|
Controls and procedures
|
Item 9B:
|
Other Information
|
Item 10:
|
Directors, Executive Officers and Corporate Governance
|
Item 11:
|
Executive Compensation
|
Item 12:
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13:
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14:
|
Principal Accountant Fees and Services
|
Item 15:
|
Exhibits and Financial Statement Schedule
|
|
Page
|
|
||
42
|
||||
46
|
||||
47
|
||||
48
|
||||
49
|
||||
50
|
Column A
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
|
Column F
|
|
||||||||||
Description
|
Balance at
Beginning of Period
|
|
Additions
Charged to
Cost and Expenses
|
|
Other
|
|
Deductions
|
|
Balance at
End of Period
|
|
||||||||||
|
(in thousands)
|
|||||||||||||||||||
Valuation reserve deducted in the balance sheet from the asset to which it applies:
|
|
|
|
|
|
|||||||||||||||
Accounts receivable:
|
|
|
|
|
|
|||||||||||||||
2019 Allowance for doubtful account
|
$ |
1,673
|
$ |
87
|
$ |
28
|
$ |
52
|
$ |
1,736
|
||||||||||
2018 Allowance for doubtful account
|
$ |
2,219
|
$ |
—
|
$ |
20
|
$ |
566
|
$ |
1,673
|
||||||||||
2017 Allowance for doubtful accounts
|
$ |
2,356
|
$ |
4
|
$ |
—
|
$ |
141
|
$ |
2,219
|
||||||||||
Column A
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
|
Column F
|
|
||||||||||
Description
|
Balance at
Beginning of Period
|
|
Additions
Charged to
Cost and Expenses
|
|
Other
|
|
Deductions
|
|
Balance at
End of Period
|
|
||||||||||
|
(in thousands)
|
|||||||||||||||||||
Valuation reserve deducted in the balance sheet from the asset to which it applies:
|
|
|
|
|
|
|||||||||||||||
Inventory:
|
|
|
|
|
|
|||||||||||||||
2019 Inventory reserve
|
$ |
100,779
|
$ |
15,244
|
$ |
(85
|
)
|
$ |
12,382
|
$ |
103,556
|
|||||||||
2018 Inventory reserve
|
$ |
102,896
|
$ |
11,242
|
$ |
368
|
$ |
13,727
|
$ |
100,779
|
||||||||||
2017 Inventory reserve
|
$ |
116,016
|
$ |
8,844
|
$ |
(126
|
) | $ |
21,838
|
$ |
102,896
|
|||||||||
Column A
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
|
Column F
|
|
||||||||||
Description
|
Balance at
Beginning of Period
|
|
Additions
Charged to
Cost and Expenses
|
|
Other
|
|
Deductions
|
|
Balance at
End of Period
|
|
||||||||||
|
(in thousands)
|
|||||||||||||||||||
Valuation reserve deducted in the balance sheet from the asset to which it applies:
|
|
|
|
|
|
|||||||||||||||
Deferred taxes:
|
|
|
|
|
|
|||||||||||||||
2019 Valuation allowance
|
$ |
69,852
|
$ |
7,325
|
$ |
—
|
$ |
—
|
$ |
77,177
|
||||||||||
2018 Valuation allowance
|
$ |
63,919
|
$ |
6,333
|
$ |
—
|
$ |
400
|
$ |
69,852
|
||||||||||
2017 Valuation allowance
|
$ |
48,369
|
$ |
15,571
|
$ |
—
|
$ |
21
|
$ |
63,919
|
||||||||||
Item 16:
|
Form 10-K Summary
|
Exhibit
No.
|
|
Description
|
SEC Document Reference
|
|||
2.1
|
Share Sale and Purchase Agreement to and among Teradyne Robotics Holdings Denmark ApS, Teradyne, Inc. and the shareholders of Mobile Industrial Robots ApS dated April 25, 2018.
|
|||||
2.2
|
Amendment No. 1 dated as of October 10, 2019 to Share Sale and Purchase Agreement by and among Teradyne Robotics Holdings Denmark ApS, Teradyne, Inc. and the former shareholders of Mobile Industrial Robots ApS.
|
|||||
3.1
|
Restated Articles of Organization.
|
|||||
3.2
|
Amended and Restated
By-laws,
as amended.
|
|||||
4.1
|
Indenture dated as of December 12, 2016, between Teradyne Inc. and Wilmington Trust, National Association, as trustee.
|
|||||
4.2
|
Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange Act.
|
|||||
10.1†
|
Standard Manufacturing Agreement entered into as of November 24, 2003 by and between Teradyne and Solectron.
|
|||||
10.2†
|
Second Amendment to Standard Manufacturing Agreement, dated as of August 27, 2007, by and between Teradyne and Solectron.
|
|||||
10.3†
|
Sixth Amendment to Standard Manufacturing Agreement, dated as of July 27, 2009, by and between Teradyne and Flextronics Corporation.
|
|||||
10.4
|
Addendum to Standard Manufacturing Agreement (Authorized Purchase Agreement)—Revised July 1, 2010.
|
|||||
10.5
|
Eighth Amendment to Standard Manufacturing Agreement, dated as of April 13, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD.
|
Exhibit
No.
|
|
Description
|
SEC Document Reference
|
|||
10.6†
|
Ninth Amendment to Standard Manufacturing Agreement, dated as of September 17, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD.
|
|||||
10.7
|
2006 Equity and Cash Compensation Incentive Plan, as amended.*
|
|||||
10.8
|
Danish
Sub-Plan
to the 2006 Equity and Cash Compensation Incentive Plan.
|
|||||
10.9
|
Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.*
|
|||||
10.10
|
Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.*
|
|||||
10.11
|
Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended.*
|
|||||
10.12
|
Form of Restricted Stock Unit Agreement for Directors under 2006 Equity and Cash Compensation Incentive Plan.*
|
|||||
10.13
|
1996 Employee Stock Purchase Plan, as amended.*
|
|||||
10.14
|
Sub-Plan
to the 1996 Employee Stock Purchase Plan for participants located in the European Union /European Economic Area.
|
|||||
10.15
|
Danish
Sub-Plan
to the 1996 Employee Stock Purchase Plan.
|
|||||
10.16
|
Deferral Plan for
Non-Employee
Directors, as amended.*
|
|||||
10.17
|
Supplemental Savings Plan, as amended and restated.*
|
|||||
10.18
|
Supplemental Executive Retirement Plan, as restated.*
|
|||||
10.19
|
Agreement Regarding Termination Benefits dated January 22, 2014 between Teradyne and Mark Jagiela.*
|
Exhibit
No.
|
|
Description
|
SEC Document Reference
|
|||
10.20
|
Employment Agreement dated May 7, 2004 between Teradyne and Mark Jagiela.*
|
|||||
10.21
|
Executive Officer Retirement Agreement dated July 17, 2019 between Teradyne and Gregory R. Beecher.*
|
|||||
10.22
|
Executive Officer Change in Control Agreement dated January 22, 2014 between Teradyne and Mark Jagiela, as amended.*
|
|||||
10.23
|
Amended and Restated Executive Officer Change in Control Agreement dated May 26, 2009 between Teradyne and Charles J. Gray, as amended.*
|
|||||
10.24
|
Employment Agreement dated July 24, 2009 between Teradyne and Charles J. Gray.*
|
|||||
10.25
|
Amended and Restated Executive Officer Change in Control Agreement dated June 30, 2012 between Teradyne and Walter G. Vahey, as amended.*
|
|||||
10.26
|
Employment Agreement dated February 6, 2013 between Teradyne and Walter G. Vahey.*
|
|||||
10.27
|
Executive Officer Change in Control Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.*
|
|||||
10.28
|
Employment Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.*
|
|||||
10.29
|
Executive Change in Control Agreement dated February 8, 2016 between Teradyne, Inc. and Greg Smith.
|
|||||
10.30
|
Employment Agreement dated February 8, 2016 between Teradyne, Inc. and Greg Smith.
|
|||||
10.31
|
Teradyne Offer of Employment dated February 8, 2019 for Sanjay Mehta.*
|
|||||
10.32
|
Executive Officer Change in Control Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*
|
|||||
10.33
|
Employment Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*
|
|||||
10.34
|
Agreement Regarding Termination Benefits dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*
|
Exhibit
No.
|
|
Description
|
SEC Document Reference
|
|||
10.35
|
Time-Based Restricted Stock Unit Agreement dated May 1, 2019 for Sanjay Mehta under 2006 Equity and Cash Compensation Plan.*
|
|||||
10.36
|
Form of Indemnification Agreement.*
|
|||||
10.37
|
LitePoint Corporation 2002 Stock Plan.
|
|||||
10.38
|
Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Base Warrants.
|
|||||
10.39
|
Letter Agreement, dated December 6, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Base Warrants.
|
|||||
10.40
|
Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Warrants.
|
|||||
10.41
|
Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Base Call Option Transaction.
|
|||||
10.42
|
Letter Agreement, dated December 6, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Base Call Option Transaction.
|
|||||
10.43
|
Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Call Option Transaction.
|
|||||
10.44
|
Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Additional Warrants
|
|||||
10.45
|
Letter Agreement, dated December 9, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Additional Warrants.
|
|||||
10.46
|
Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Warrants.
|
|||||
10.47
|
Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Additional Call Option Transaction.
|
Exhibit
No.
|
|
Description
|
SEC Document Reference
|
|||
10.48
|
Letter Agreement, dated December 9, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Additional Call Option Transaction
|
|||||
10.49
|
Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Call Option Transaction.
|
|||||
21.1
|
Subsidiaries of Teradyne.
|
|||||
23.1
|
Consent of PricewaterhouseCoopers LLP.
|
|||||
31.1
|
Rule
13a-14(a)
Certification of Principal Executive Officer.
|
|||||
31.2
|
Rule
13a-14(a)
Certification of Principal Financial Officer.
|
|||||
32.1
|
Section 1350 Certification of Principal Executive Officer.
|
|||||
32.2
|
Section 1350 Certification of Principal Financial Officer.
|
|||||
101
|
The following financial information from Teradyne, Inc.’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2019, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018, (ii) Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2019, 2018 and 2017 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017, and (vi) the Notes to Consolidated Financial Statements.
|
|
||||
104
|
The cover page of the Annual Report on Form
10-
K formatted in Inline XBRL (included in Exhibit 101).
|
|
† | -Confidential treatment granted. |
* | -Management contract or compensatory plan. |
Teradyne, Inc.
|
||
By:
|
/
s
/ Sanjay Mehta
|
|
|
Sanjay Mehta,
|
|
|
Vice President, Chief Financial Officer and
Treasurer
|
Signature
|
Title
|
Date
|
||
/
s
/ Roy A. Vallee
Roy A. Vallee
|
Chair of the Board
|
March 2, 2020
|
||
/
s
/ Mark E. Jagiela
Mark E. Jagiela
|
Chief Executive Officer (Principal Executive Officer) and Director
|
March 2, 2020
|
||
/
s
/ Sanjay Mehta
Sanjay Mehta
|
Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
March 2, 2020
|
||
/
s
/ Michael A. Bradley
Michael A. Bradley
|
Director
|
March 2, 2020
|
||
/
s
/ Edwin J. Gillis
Edwin J. Gillis
|
Director
|
March 2, 2020
|
||
/
s
/ Timothy E. Guertin
Timothy E. Guertin
|
Director
|
March 2, 2020
|
||
/
s
/ Mercedes Johnson
Mercedes Johnson
|
Director
|
March 2, 2020
|
||
/
s
/ Marilyn Matz
Marilyn Matz
|
Director
|
March 2, 2020
|
||
/s/ Paul J. Tufano
Paul J. Tufano
|
Director
|
March 2, 2020
|
Exhibit 2.2
Copenhagen October 2019 |
Final version - 10 October 2019 |
Amendment No. 1 to Share Sale and Purchase Agreement |
concerning Mobile Industrial Robots A/S CVR no. 35 25 12 35 |
Kobenhavn | Aarhus | Shanghai | ||||||||||
Langelinie Allé 35 | Vaerkmestergade 2 | Suite 2H08 | T +45 72 27 00 00 | Advokatpartnerselskab | ||||||||
2100 Kebenhavn Ø | 8000 Aarhus C | N0.1440 Yanan Middle Road | F +45 72 27 00 27 | CVR-nr. 38538071 | ||||||||
Danmark | Danmark | Jingan District, 200040 | E info@bechbruun.com | www.bechbruun.com |
2 /5 |
WHEREAS, the parties entered into a Share Sale and Purchase Agreement dated 25 April 2018 concerning the sale and purchase of 100% of the issues and outstanding shares in Mobile Industrial Robots A/S.
WHEREAS, the Sellers sold the shares of the Company and the Buyer purchased the shares of the Company on 25 April 2018.
WHEREAS, the Agreement included a 2018 Revenue Earn-Out, a Phase-1 Revenue Earn-out and a Phase-2 Revenue Earn-Out.
WHEREAS, the Parties wish to modify and amend the terms of the Phase-1 Revenue Earn-Out and the Phase-2 Revenue Earn-Out as hereinafter set forth:
1. |
PHASE-1 REVENUE EARN-OUT |
The minimum EBIT Margin for the Phase-1 Revenue Period shall be changed from 16% to 9% under clause 6.3.1 and Schedule 6.2.1 of the Agreement. The maximum Earn-Out Payment with respect to the Phase-1 Revenue Earn-Out shall be reduced from EUR 35,200,000 to EUR 17,600,000. Accordingly, the Sellers shall be entitled to a linear Earn-Out Payment of EUR 0.09778 for every DKK 1 of consolidated Revenues of the Group during the Phase-1 Revenue Period that exceeds the Phase-1 Revenue Hurdle up to a maximum Earn-Out Payment of EUR 17,600,000 if the Phase-1 Revenue Target is met or exceeded. All other terms related to the Phase-1 Revenue Earn-Out shall remain unchanged.
2. |
PHASE-2 REVENUE EARN-OUT |
The minimum EBIT Margin for the Phase-2 Revenue Period shall be changed from 17% to 11% under clause 6.4.1 and Schedule 6.2.1 of the Agreement. The maximum Earn-Out Payment with respect to the Phase-2 Revenue Earn-Out shall be increased from EUR 38,800,000 to EUR 56,400,000. Accordingly, the Sellers shall be entitled to a linear Earn-Out Payment of EUR 0.15667 for every DKK 1 of consolidated Revenues of the Group during the Phase-2 Revenue Period that exceeds the Phase-2 Revenue Hurdle up to a maximum Earn-Out Payment of EUR 56,400,000 if the Phase-1 Revenue Target is met or exceeded.
In addition, the Earn-Out Payment for the Phase-2 Revenue Earn-Out Period is subject to a multiplier from 0% to 100% for EBIT Margin during the Phase-2 Revenue Period between 11% and 15% calculated as follows:
(a) |
If the EBIT Margin for the Phase-2 Revenue Period is 11% or less, then then multiplier will be 0%; |
3 /5 |
(b) |
If the EBIT Margin for the Phase-2 Revenue Period is 15% or greater, then the multiplier will be 100%; and |
(c) |
If the EBIT Margin for the Phase-2 Revenue Period is less than 15% but greater than 11%, then the multiplier will be equal to the quotient of (i) the difference between the EBIT Margin and 11%, divided by (ii) 4%. For example, if the EBIT Margin is 13%, or 0.13, then the multiplier would be [(13%-11%)/(15%-11%)] or 0.50, expressed as a percentage as 50.0%. |
All other terms related to the Phase-2 Revenue Earn-Out shall remain unchanged.
3. |
BUSINESS PLAN |
The Business Plan attached as Schedule 6.9 to the Agreement shall be modified as described in the attached Business Plan modification exhibit. The Parties agree that this Business Plan modification is a requirement for the changes to the Phase-2 Revenue Earn Out in Section 2 above. The Parties further agree that the Business Plan modification shall not constitute non-compliance with any of the provisions of Clause 6 (Earn Outs) of the Agreement, including for the avoidance of doubt clause 6.9. Consequently, such Business Plan modification shall not entitle any Seller(s) to raise any claims for adjustment of the Revenues or EBIT pursuant to clause 6.9.7 of the Agreement.
4. |
GENERAL |
The terms defined in this Amendment have the defined meanings when used in the Agreement and in any Schedule, appendix, certificate or other document delivered or made available pursuant thereto. The Parties may execute this Amendment in multiple counterparts, all of which constitute one amendment. The signatures of all Parties need not appear on the same counterpart and the delivery of signed counterparts may be in pdf. format by email transmission which shall be as effective as originals.
The calculation changes for the Phase 1 and 2 Earn Out Periods outlined in sections 1 and 2 above also shall apply to the Employee Bonus Plan.
SEPARATE SIGNATURE PAGE TO FOLLOW
Exhibit 4.2
DESCRIPTION OF COMMON STOCK
As of December 31, 2019, Teradyne, Inc. (Teradyne or the Company) has its common stock as the only class of securities under Section 12 of the Securities Exchange Act of 1934, as amended.
The following is a description of the material terms and provisions of the Companys common stock and may not contain all the information that is important to you. Please refer to the Companys Restated Articles of Organization (the Articles of Organization) and Amended and Restated Bylaws (the Bylaws) for complete information.
Under the Companys Articles of Organization, it has authority to issue 1,000,000,000 shares of common stock, par value $0.125 per share. As of December 31, 2019, there were 166,644,872 shares of common stock outstanding.
Common Stock
Holders of Teradyne common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Since holders of Teradyne common stock do not have cumulative voting rights, the holders of more than 50% of Teradyne common stock can elect all the directors if they so choose. Holders of Teradyne common stock are entitled to receive ratably dividends, if any, as may be declared by the Teradyne board of directors out of funds legally available for payment of dividends. Upon the liquidation, dissolution or winding up of Teradyne, holders of Teradyne common stock are entitled to receive ratably the net assets of Teradyne available after the payment of all debts and other liabilities of Teradyne. Holders of Teradyne common stock have no preemptive, subscription, redemption or conversion rights, nor are they entitled to the benefit of any sinking fund. The outstanding shares of common stock are fully paid and non-assessable.
The transfer agent and registrar for the common stock is Broadridge Corporate Issuer Solutions, Inc., P.O. Box 1342, Brentwood, NY 11717. The common stock is listed on the Nasdaq Global Select Market under the trading symbol TER.
Anti-Takeover Effects of Massachusetts Law and Provisions of our Charter Documents
Certain provisions in the Massachusetts General Laws, the Articles of Organization and the Bylaws may have the effect of delaying, deferring or preventing a change in control of Teradyne, including:
Special Meetings of Stockholders. Special meetings of our stockholders may be called only by the Chief Executive Officer, the President, by the directors or by the Secretary, or in case of the death, absence, incapacity or refusal of the Secretary, by any other officer, upon written application of one or more stockholders who hold at least 66-2/3% of the shares of our capital stock entitled to vote at such a meeting (or such lesser percentage in interest as shall be the maximum percentage permitted under Massachusetts law).
Advance Notice Procedures. The Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of the Companys stockholders, including proposed nominations of persons for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the written notice of meeting or brought before the meeting by or at the direction of the board of directors, the Chief Executive Officer or the President or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our Secretary timely written notice, in proper form, of the stockholders intention to bring that business before the meeting.
Removal of Directors and Vacancies. The Bylaws provide that any director may be removed from office only (a) for cause as defined in the Massachusetts General Laws and by the affirmative vote of a majority of our outstanding shares and entitled to vote in the election of directors or (b) for cause by vote of a majority of the directors then in office. Vacancies and newly created directorships, whether resulting from an increase in the size of the board of directors, from the death, resignation, disqualification or removal of a director or otherwise, shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors.
Indemnification of Directors, Officers and Employees. Pursuant to the Articles of Organization and Bylaws, Teradyne shall indemnify, to the full extent authorized by law, any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of Teradyne or is or was serving, at the request of the Teradyne, as a director, officer, employee or agent of another organization. The board of directors may, without stockholder approval, authorize Teradyne to enter into agreements, including any amendments or modifications thereto, with any of its directors, officers, employees or other agents providing for indemnification of such persons to the maximum extent permitted under applicable law and Teradynes Articles of Organization and Bylaws.
Business Combinations with Interested Stockholders. The Massachusetts General Laws contain anti-takeover provisions regarding, among other things, business combinations with an affiliated stockholder. In general, the Massachusetts General Laws prevent a publicly held Massachusetts corporation from engaging in a business combination, as defined in the Massachusetts General Laws, with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
|
before the date on which the person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction in which the person became an interested stockholder; |
|
the interested stockholder acquires at least 90% of the outstanding voting stock of the corporation at the time it becomes an interested stockholder; or |
|
the business combination is approved by the board of directors and the holders of at least two-thirds of the outstanding voting stock of the corporation voting at a meeting, excluding the voting stock owned by the interested stockholder. |
An interested stockholder is generally a person owning 5% or more of the outstanding voting stock of the corporation. A business combination includes mergers, consolidations, stock and asset sales and other transactions with the interested stockholder that result in a financial benefit to the interested stockholder.
Control Share Acquisitions. Teradyne has elected to opt out of the control share acquisitions provisions of the Massachusetts General Laws. Teradyne could, however, opt into these control share acquisitions provisions at any time by amending our Bylaws.
In general, the control share acquisitions provisions of the Massachusetts General Laws provide that any person, including his, her or its affiliates, who acquires shares of a corporation that are subject to the control share acquisitions statute and whose shares represent one-fifth or more, one-third or more, or a majority or more of the voting power of the corporation in the election of directors cannot exercise any voting power with respect to those shares, or any shares acquired by the person within 90 days before or after an acquisition of this nature, unless these voting rights are authorized by the stockholders of the corporation.
The authorization of voting rights requires the affirmative vote of the holders of a majority of the outstanding voting shares, excluding shares owned by:
|
the person making an acquisition of this nature; |
|
any officer of the corporate; and |
|
any employee who is also a director of the corporation. |
There are several other types of share acquisitions that are not subject to these provisions of the Massachusetts General Laws, including acquisitions of shares under a tender offer, merger or consolidation which is made in connection with an agreement to which the corporation is a party and acquisitions of shares directly from the corporation or a wholly owned subsidiary of the corporation.
Exhibit 10.14
TERADYNE, INC.
AMENDED AND RESTATED SUB-PLAN TO THE
TERADYNE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
FOR PARTICIPANTS LOCATED IN THE EUROPEAN UNION/EUROPEAN ECONOMIC AREA
I. |
PURPOSE OF THE SUB-PLAN. |
(a) Teradyne, Inc. (the Company) has established the Teradyne, Inc. 1996 Employee Stock Purchase Plan, as amended from time to time (the Plan), to provide certain employees with a means to purchase shares of the common stock of the Company (the Shares). The Plan is intended to constitute an employee stock purchase plan within the meaning of Internal Revenue Code of 1986, as amended Section 423(b). Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan.
(b) Article 2 of the Plan authorizes the Committee to adopt such rules and regulations for carrying out the Plan as it may deem best.
(c) The Committee has determined that it is best and desirable to establish a sub-plan to the Plan with effect from the purchase period beginning on July 1, 2020, for the purpose of complying with applicable local laws implementing the European Union (EU) Prospectus Regulation (EU) 2017/1129 (the Regulation). The terms of the Plan shall, subject to the modifications in the following rules, constitute the sub-plan to the Plan for participants working for subsidiaries located in any EU Member State or European Economic Area (EEA) treaty adherent state (the Sub-Plan).
II. |
TERMS OF THE SUB-PLAN. |
(a) Notwithstanding any other provision in the Plan, in no event shall the total consideration paid through payroll deductions or other contributions authorized by participants located in EU Member States or EEA treaty adherent states for the purchase of Shares pursuant to an offer under this Sub-Plan, when combined with the total consideration of all other offers to the public by the Company of its securities within any EU Member State or EEA treaty adherent state which may have to be included for purposes of determining the relevant threshold, as determined by the Committee in its sole discretion, exceed the amount of 7,999,999, or such lower threshold as applicable under the laws implementing the Regulation in the relevant EU Member State or EEA treaty adherent state, in a 12-month period. In order not to exceed this limit, the Company reserves the right to limit the number of Shares that may be purchased by each participant to ensure that the total consideration of all offers of Shares within any applicable EU Member State or EEA treaty adherent state does not exceed 7,999,999, or such lower threshold as applicable, in a 12-month period. Any such limit imposed under this Sub-Plan will be applied to all participants working for an EU/EEA subsidiary on similar terms and on a pro-rata basis.
1
(b) Subject to the terms of the Plan, the Committee reserves the right to amend or terminate the Sub-Plan, as contained herein, at any time. Notwithstanding the foregoing, the Sub-Plan is automatically terminated without further action by the Committee if and when the Company can rely on another exemption under the Regulation that does not require the restrictions set forth in this Sub-Plan, as determined by the Committee in its sole discretion. In this case, Section II(a) of the Sub-Plan shall no longer apply to purchases of Shares under the Plan by participants located in EU Member States or EEA treaty adherent states.
2
Exhibit 10.15
SUPPLEMENT TO THE TERADYNE, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
(as amended as of January 1, 2019)
DANISH SECTION
Preamble
The purpose of this Supplement (the Supplement) to the Teradyne, Inc. 1996 Employee Stock Purchase Plan (the Plan), as amended, modified or restated (the Plan as modified by this Supplement in accordance with the terms hereof, the Danish Subplan), is to allow Teradyne, Inc. (the Company) to grant an option to purchase shares of the Companys Common Stock at a discount to certain employees and officers of its Danish subsidiaries, (Teradyne Denmark Subsidiaries) in a manner that will comply with certain conditions set forth in the Danish Share Option Act (aktieoptionsoloven) as amended on 6 December 2018 and effective 1 January 2019 (Danish Share Option Act). Capitalized terms used herein but not elsewhere defined shall have the same meanings as those in the Plan. Unless as set forth herein, all of the terms of the Plan shall apply to grants under this Danish Subplan.
This Danish Subplan was authorized and approved by an officer of the Company on December 4, 2019, pursuant to authority delegated to such officer by the Compensation Committee of the Board of Directors (the Committee). The Danish Subplan is a new equity incentive scheme designed to comply with the Danish Share Option Act.
Eligibility
Only employees and officers of Teradyne Denmark Subsidiaries are eligible to receive options to purchase shares of Common Stock under this Danish Subplan.
Effect of Termination of Employment
The right to purchase shares under this Danish Subplan will terminate upon termination of employment, except in the event of termination due to a lay off or retirement during the last three months of a Payment Period (as set forth in Article 14 of the Plan).
In all other circumstances, the right to purchase shares will terminate as of the date of termination of employment. For purposes of participation in the Plan, a participants status as an employee will be considered terminated as of the date the participant is no longer actively providing services to Teradyne Denmark Subsidiaries (regardless of the reason for such termination or the terms of the participants employment agreement, if any) and will not be extended by any notice period (e.g., the participants period of service would not include any contractual notice period or any period of garden leave or similar period mandated under Danish employment laws or the terms of the participants employment agreement, if any). The Committee shall have the exclusive discretion to determine when the participant is no longer actively providing services for purposes of participation in the Plan(including whether the participant may still be considered to be providing services while on a leave of absence).
A participants employment shall be considered as continuing uninterrupted during any bona fide leave of absence (such as those attributable to illness or military obligations) provided that the period of such leave does not exceed 90 days or, in the case of an employee, if longer, any period during which the participants right to reemployment is guaranteed by Danish law. A bona fide leave of absence with the written approval of the Committee shall not be considered an interruption of employment, provided that such written approval contractually obligates Teradyne Denmark Subsidiaries to continue the employment of the participant after the approved period of absence.
1
Exhibit 21.1
Present Subsidiaries
Entity Name: |
State or Jurisdiction Of Incorporation |
Percentage of Voting Securities Owned |
||||
Teradyne (Asia) Pte., Ltd. |
Singapore | 100 | %* | |||
Teradyne Canada Limited. |
Canada | 100 | % | |||
Teradyne de Costa Rica S.R.L. |
Costa Rica | 100 | % | |||
Teradyne GmbH |
Germany | 100 | %* | |||
Teradyne Holdings Denmark ApS |
Denmark | 100 | %* | |||
Teradyne (India) Engineering Private Ltd. |
India | 100 | %* | |||
Teradyne International Holdings B.V. |
The Netherlands | 100 | % | |||
Teradyne International UK Holdings Ltd. |
United Kingdom | 100 | %* | |||
Teradyne Italia SrL |
Italy | 100 | %* | |||
Teradyne K.K. |
Japan | 100 | % | |||
Teradyne Korea Ltd. |
Korea | 100 | %* | |||
Teradyne Limited. |
United Kingdom | 100 | %* | |||
Teradyne Malaysia Sdn. Bhd. |
Malaysia | 99 | %* | |||
Teradyne Philippines Limited. |
Delaware | 100 | % | |||
Teradyne Robotics Holdings Denmark ApS |
Denmark | 100 | %* | |||
Teradyne SAS |
France | 100 | % | |||
Teradyne (Shanghai) Co., Ltd |
Peoples Republic of China | 100 | %* | |||
Teradyne Taiwan LLC. |
Delaware | 100 | %* | |||
Teradyne Thailand Ltd. |
Delaware | 100 | % | |||
Energid Technologies Corporation |
Florida | 100 | % | |||
GenRad, LLC |
Delaware | 100 | % | |||
Herco Technology Corp. |
California | 100 | % | |||
P.L.S.T., Inc. (f/k/a Perception Laminates, Inc.) |
California | 100 | % | |||
Eagle Test Systems, Inc. |
Delaware | 100 | % | |||
Nextest Systems Corporation |
Delaware | 100 | % | |||
Lemsys SA |
Switzerland | 100 | %* | |||
LitePoint Corporation |
Delaware | 100 | % | |||
LitePoint Europe A/S. |
Denmark | 100 | %* | |||
LitePoint Technology Limited. |
Hong Kong | 100 | %* | |||
LitePoint Technology (Shanghai) Company Ltd. |
Peoples Republic of China | 100 | %* | |||
LitePoint Japan K.K. |
Japan | 100 | %* | |||
LitePoint Design Test, LLC. |
New Mexico | 100 | %* | |||
LitePoint Vietnam Limited |
Socialist Republic of Vietnam | 100 | %* | |||
Mobile Industrial Robots A/S |
Denmark | 100 | %* | |||
Mobile Industrial Robots, Inc. |
Delaware | 100 | %* | |||
Mobile Industrial Robots GmbH |
Germany | 100 | %* | |||
Mobile Industrial Robots Pte. Ltd. |
Singapore | 100 | %* | |||
MiR Robots S.L. |
Spain | 100 | %* | |||
MiR Robots (Shanghai) Co. Ltd. |
Peoples Republic of China | 100 | %* | |||
Universal Robots A/S |
Denmark | 100 | %* | |||
Universal Robots (Spain) S.L. |
Spain | 100 | %* | |||
Universal Robots (Singapore) Pte. Ltd. |
Singapore | 100 | %* | |||
Universal Robots (India) Pte. Ltd. |
India | 100 | %* | |||
Universal Robots (Shanghai) Co. Ltd. |
Peoples Republic of China | 100 | %* | |||
Universal Robots (USA), Inc. |
Delaware | 100 | %* | |||
Universal Robots GmbH |
Germany | 100 | %* | |||
Universal Robots Mexico S.A. de C.V. |
Mexico | 100 | %* | |||
Universal Robots (UK) Ltd. |
United Kingdom | 100 | %* | |||
UR Technology (Shanghai) Co. Ltd. |
People Republic of China | 100 | %* | |||
AutoGuide, LLC. |
Delaware | 100 | % |
* Indirect subsidiaries whose voting securities are 100% controlled by Teradyne, Inc.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-188824; 333-177246; 333-159723; 333-155564; 333-149017; 333-143231; 333-134519; 333-116632; 333-101983; 333-68074; 333-56373; 333-32547; and 333-07177) of Teradyne, Inc. of our report dated March 2, 2020 relating to the consolidated financial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 2, 2020
EXHIBIT 31.1
CERTIFICATIONS
I, Mark E. Jagiela, certify that:
1. I have reviewed this annual report on Form 10-K of Teradyne, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: March 2, 2020
By: |
/S/ MARK E. JAGIELA |
|
Mark E. Jagiela | ||
Chief Executive Officer |
EXHIBIT 31.2
I, Sanjay Mehta, certify that:
1. I have reviewed this annual report on Form 10-K of Teradyne, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: March 2, 2020
By: |
/S/ SANJAY MEHTA |
|
Sanjay Mehta | ||
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Teradyne, Inc. (the Company) on Form 10-K for the period ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Mark E. Jagiela, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/S/ MARK E. JAGIELA |
Mark E. Jagiela |
Chief Executive Officer |
March 2, 2020
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Teradyne, Inc. (the Company) on Form 10-K for the period ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Sanjay Mehta, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/S/ SANJAY MEHTA |
Sanjay Mehta |
Chief Financial Officer |
March 2, 2020