☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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MASSACHUSETTS
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04-2272148
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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600 RIVERPARK DRIVE
NORTH READING, MASSACHUSETTS
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01864
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.125 per share
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TER
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Nasdaq Stock Market LLC
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Page No.
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Item 1.
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1
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Item 1A.
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13
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Item 1B.
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25
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Item 2.
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25
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Item 3.
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25
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Item 4.
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25
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Item 5.
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26
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Item 6.
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26
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Item 7.
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26
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Item 7A.
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44
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Item 8.
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46
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Item 9.
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108
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Item 9A.
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108
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Item 9B.
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109
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Item 10.
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110
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Item 11.
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110
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Item 12.
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110
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Item 13.
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110
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Item 14.
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110
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Item 15.
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111
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Item 16.
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112
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118
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Item 1:
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Business
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•
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semiconductor test (“Semiconductor Test”) systems;
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•
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storage and system level test (“Storage Test”) systems, defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”);
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•
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wireless test (“Wireless Test”) systems; and
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•
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industrial automation (“Industrial Automation”) products.
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•
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improve and control product quality;
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•
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measure and improve product performance;
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•
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reduce time to market; and
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•
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increase production yields.
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•
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A high efficiency multi-site architecture that reduces tester overhead such as instrument setup, synchronization and data movement, and signal processing;
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•
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The
IG-XL
™
software operating system which provides fast program development, including instant conversion from single to multi-site test; and
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•
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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.
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•
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easy programming using a graphical interface which allows users to program the collaborative robot in a few hours;
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•
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flexibility and ease of use in allowing customers to change the task the collaborative robot is performing as their production demands dictate;
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•
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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
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•
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short payback period, on average less than 12 months.
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•
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easy programming using a graphical interface which allows users to program the collaborative robot in a few hours;
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•
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ease of use, speed of deployment and flexibility in allowing customers to change the task as their demands dictate;
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•
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reliable autonomous navigation over large manufacturing and warehouse areas; and
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•
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short payback period, on average 12–18 months.
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2020
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2019
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(in millions)
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|||||
Semiconductor Test
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$
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567.4
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$
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543.2
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System Test
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290.6
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206.0
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Wireless Test
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41.6
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42.9
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Industrial Automation
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30.0
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17.9
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$
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929.6
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$
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810.0
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•
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patents;
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•
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copyrights;
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•
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trademarks;
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•
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trade secrets;
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•
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standards of business conduct and related business practices; and
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•
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technology license agreements, software license agreements,
non-disclosure
agreements, employment agreements, and other agreements.
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Executive Officer
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Age
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Position
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Business Experience for The Past 5 Years
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Mark E. Jagiela
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60
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Chief Executive Officer and President
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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.
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Sanjay Mehta
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52
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Vice President, Chief Financial Officer and Treasurer
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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.
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Charles J. Gray
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59
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Vice President, General Counsel and Secretary
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Vice President, General Counsel and Secretary of Teradyne since April 2009.
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Bradford B. Robbins
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62
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President of Wireless Test
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President of Wireless Test since August 2014; Chief Operating Officer of LitePoint Corporation from 2012 to 2014; Vice President of Teradyne since 2001.
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Gregory S. Smith
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57
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President of Industrial Automation
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President of Industrial Automation since October 2020; President of Semiconductor Test from February 2016 to September 2020; 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.
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Richard J Burns
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58
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President of Semiconductor Test
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President of Semiconductor Test since October 2020; Vice President, Semiconductor Test Engineering from February 2016 to September 2020.
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Walter G. Vahey
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56
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Executive Vice President, Business Development
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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.
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Item 1A:
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Risk Factors
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•
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new product selection;
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•
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ability to meet customer requirements including with respect to safety and cyber security;
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•
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development of competitive products by competitors;
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•
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timely and efficient completion of product design;
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•
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timely and efficient implementation of manufacturing and manufacturing processes;
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•
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timely remediation of product performance issues, if any, identified during testing;
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•
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assembly processes and product performance at customer locations;
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•
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differentiation of our products from our competitors’ products;
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•
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management of customer expectations concerning product capabilities and product life cycles;
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•
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transition of customers to new product platforms;
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•
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compliance with product safety regulations;
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•
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ability to protect products from cyber attacks when used by our customers;
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•
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ability to attract and retain technical talent; and
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•
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innovation that does not infringe on the intellectual property rights of third parties.
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•
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unexpected changes in legal and regulatory requirements affecting international markets;
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•
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changes in tariffs and exchange rates;
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•
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social, political and economic instability, acts of terrorism and international conflicts;
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•
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disruption caused by health pandemics, such as the coronavirus;
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•
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difficulties in protecting intellectual property;
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•
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difficulties in accounts receivable collection;
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•
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cultural differences in the conduct of business;
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•
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difficulties in staffing and managing international operations;
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•
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compliance with anti-corruption laws;
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•
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compliance with data privacy regulations;
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•
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compliance with customs and trade regulations; and
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•
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compliance with international tax laws and regulations.
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•
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make it difficult to make payments on this indebtedness and our other obligations;
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•
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make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes;
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•
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require the dedication of a substantial portion of any cash flows from operations to service for indebtedness, thereby reducing the amount of cash flows available for other purposes, including capital expenditures; and
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete.
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•
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a worldwide economic slowdown or disruption in the global financial or industrial markets;
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•
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competitive pressures on selling prices;
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•
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our ability to introduce, and the market acceptance of, new products;
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•
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changes in product revenues mix resulting from changes in customer demand;
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•
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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;
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•
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engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia;
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•
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provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products;
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•
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impairment charges for certain long-lived and intangible assets, and goodwill;
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•
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an increase in the leasing of our products to customers;
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•
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disruption caused by health pandemics, such as the coronavirus;
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•
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our ability to expand our global distribution channel for our collaborative and mobile robots;
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•
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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
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•
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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.
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•
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restrict our ability to expand facilities;
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•
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restrict our ability to ship certain products;
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•
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require us to modify our operations logistics;
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•
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require us to acquire costly equipment; or
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|
•
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require us to incur other significant costs and expenses.
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Item 1B:
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Unresolved Staff Comments
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Item 2:
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Properties
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Item 3:
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Legal Proceedings
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Item 4:
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Mine Safety Disclosure
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Item 5:
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Market for Registrant
’
s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
Period
|
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(a) Total
Number of
Shares
(or Units)
Purchased
|
|
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(b) Average
Price Paid per
Share (or Unit)
|
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
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(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that may Yet Be
Purchased Under the
Plans or Programs
|
|
||||
September 28, 2020 – October 25, 2020
|
|
|
1
|
|
|
$
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79.59
|
|
|
|
—
|
|
|
$
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911,535
|
|
October 26, 2020 – November 22, 2020
|
|
|
2
|
|
|
$
|
89.70
|
|
|
|
—
|
|
|
$
|
911,535
|
|
November 23, 2020 – December 31, 2020
|
|
|
—
|
|
|
$
|
116.15
|
|
|
|
—
|
|
|
$
|
911,535
|
|
|
|
|
|
|
|
|||||||||||
|
|
3
|
(1)
|
|
$
|
90.74
|
(1)
|
|
|
—
|
|
|
||||
|
|
|
|
|
|
(1)
|
Includes approximately three thousand shares at an average price of $90.74 withheld from employees for the payment of taxes.
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Item 6:
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Selected Financial Data
|
Item 7:
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
•
|
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semiconductor test (“Semiconductor Test”) systems;
|
|
•
|
|
storage and system level test (“Storage Test”) systems, defense/aerospace (“Defense/Aerospace”) test instrumentation and systems and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”);
|
|
•
|
|
wireless test (“Wireless Test”) systems; and
|
|
•
|
|
industrial automation (“Industrial Automation”) products.
|
|
•
|
|
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.
|
|
•
|
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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.
|
|
•
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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.
|
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•
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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.
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•
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The length of time and the extent to which the market value has been less than cost;
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•
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The financial condition and near-term prospects of the issuer; and
|
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•
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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.
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Years Ended December 31,
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2020
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2019
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Percentage of revenues:
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||||||
Revenues:
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||||||
Products
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86.2
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%
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82.3
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%
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Services
|
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13.8
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|
|
|
17.7
|
|
|
|
|
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|||||
Total revenues
|
|
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100.0
|
|
|
|
100.0
|
|
Cost of revenues:
|
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||||||
Cost of products
|
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37.1
|
|
|
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34.1
|
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Cost of services
|
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5.7
|
|
|
|
7.5
|
|
|
|
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|||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
|
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42.8
|
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41.6
|
|
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|||||
Gross profit
|
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57.2
|
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58.4
|
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Operating expenses:
|
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||||||
Selling and administrative
|
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14.9
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19.0
|
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Engineering and development
|
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12.0
|
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14.1
|
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Acquired intangible assets amortization
|
|
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1.0
|
|
|
|
1.7
|
|
Restructuring and other
|
|
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(0.4
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)
|
|
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(0.6
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)
|
|
|
|
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|||||
Total operating expenses
|
|
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27.5
|
|
|
|
34.3
|
|
|
|
|
|
|||||
Income from operations
|
|
|
29.7
|
|
|
|
24.1
|
|
Non-operating
(income) expenses:
|
|
|
||||||
Interest income
|
|
|
(0.2
|
)
|
|
|
(0.7
|
)
|
Interest expense
|
|
|
0.8
|
|
|
|
1.0
|
|
Other (income) expense, net
|
|
|
0.3
|
|
|
|
1.0
|
|
|
|
|
|
|||||
Income before income taxes
|
|
|
28.9
|
|
|
|
22.9
|
|
Income tax provision
|
|
|
3.7
|
|
|
|
2.5
|
|
|
|
|
|
|||||
Net income
|
|
|
25.1
|
%
|
|
|
20.4
|
%
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Dollar
Change
|
|
|||
|
|
|
|
|
(in millions)
|
|
|
|
|
|||
Semiconductor Test
|
|
$
|
2,259.6
|
|
|
$
|
1,552.6
|
|
|
$
|
707.0
|
|
System Test
|
|
|
409.7
|
|
|
|
287.5
|
|
|
|
122.2
|
|
Industrial Automation
|
|
|
279.7
|
|
|
|
298.1
|
|
|
|
(18.4
|
)
|
Wireless Test
|
|
|
173.0
|
|
|
|
157.3
|
|
|
|
15.7
|
|
Corporate and Other
|
|
|
(0.6
|
)
|
|
|
(0.5
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|||||||
|
$
|
3,121.5
|
|
|
$
|
2,295.0
|
|
|
$
|
826.5
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||
Semiconductor Test
|
|
|
72
|
%
|
|
|
68
|
%
|
System Test
|
|
|
13
|
|
|
|
13
|
|
Industrial Automation
|
|
|
9
|
|
|
|
13
|
|
Wireless Test
|
|
|
6
|
|
|
|
7
|
|
|
|
|
|
|||||
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||
Taiwan
|
|
|
38
|
%
|
|
|
21
|
%
|
China
|
|
|
15
|
|
|
|
22
|
|
Korea
|
|
|
13
|
|
|
|
10
|
|
United States
|
|
|
10
|
|
|
|
15
|
|
Europe
|
|
|
7
|
|
|
|
10
|
|
Japan
|
|
|
5
|
|
|
|
8
|
|
Thailand
|
|
|
4
|
|
|
|
4
|
|
Singapore
|
|
|
2
|
|
|
|
4
|
|
Malaysia
|
|
|
2
|
|
|
|
3
|
|
Philippines
|
|
|
2
|
|
|
|
2
|
|
Rest of the World
|
|
|
2
|
|
|
|
2
|
|
|
|
|
|
|||||
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
(1)
|
Revenues attributable to a country are based on the location of the customer site.
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Dollar
Change
|
|
|||
|
|
(in millions)
|
|
|||||||||
Product revenues
|
|
$
|
2,690.9
|
|
|
$
|
1,887.7
|
|
|
$
|
803.2
|
|
Service revenues
|
|
|
430.6
|
|
|
|
407.3
|
|
|
|
23.3
|
|
|
|
|
|
|
|
|||||||
|
$
|
3,121.5
|
|
|
$
|
2,295.0
|
|
|
$
|
826.5
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Dollar /
Point
Change
|
|
|||
|
|
(dollars in millions)
|
|
|||||||||
Gross profit
|
|
$
|
1,785.7
|
|
|
$
|
1,339.8
|
|
|
$
|
445.9
|
|
Percent of total revenues
|
|
|
57.2
|
%
|
|
|
58.4
|
%
|
|
|
(1.2
|
)
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Dollar /
Point
Change
|
|
|||
|
|
(dollars in millions)
|
|
|||||||||
Product gross profit
|
|
$
|
1,533.4
|
|
|
$
|
1,105.6
|
|
|
$
|
427.8
|
|
Percent of product revenues
|
|
|
57.0
|
%
|
|
|
58.6
|
%
|
|
|
(1.6
|
)
|
Service gross profit
|
|
$
|
252.3
|
|
|
$
|
234.2
|
|
|
$
|
18.1
|
|
Percent of service revenues
|
|
|
58.6
|
%
|
|
|
57.5
|
%
|
|
|
1.1
|
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Change
|
|
|||
|
|
(dollars in millions)
|
|
|||||||||
Selling and administrative
|
|
$
|
464.8
|
|
|
$
|
437.1
|
|
|
$
|
27.7
|
|
Percent of total revenues
|
|
|
14.9
|
%
|
|
|
19.0
|
%
|
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Change
|
|
|||
|
|
(dollars in millions)
|
|
|||||||||
Engineering and development
|
|
$
|
375.0
|
|
|
$
|
322.8
|
|
|
$
|
52.1
|
|
Percent of total revenues
|
|
|
12.0
|
%
|
|
|
14.1
|
%
|
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Change
|
|
|||
|
|
|
|
|
(in millions)
|
|
|
|
|
|||
Interest income
|
|
$
|
(6.0
|
)
|
|
$
|
(17.0
|
)
|
|
$
|
11.0
|
|
Interest expense
|
|
|
24.2
|
|
|
|
22.2
|
|
|
|
2.0
|
|
Other (income) expense, net
|
|
|
9.2
|
|
|
|
22.6
|
|
|
|
(13.5
|
)
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Change
|
|
|||
|
|
(in millions)
|
|
|||||||||
Semiconductor Test
|
|
$
|
739.7
|
|
|
$
|
417.0
|
|
|
$
|
322.7
|
|
System Test
|
|
|
152.1
|
|
|
|
93.5
|
|
|
|
58.6
|
|
Wireless Test
|
|
|
42.0
|
|
|
|
35.6
|
|
|
|
6.4
|
|
Industrial Automation
|
|
|
(24.0
|
)
|
|
|
(5.9
|
)
|
|
|
(18.1
|
)
|
Corporate and Other (1)
|
|
|
(8.7
|
)
|
|
|
(14.4
|
)
|
|
|
5.7
|
|
|
|
|
|
|
|
|||||||
|
$
|
901.0
|
|
|
$
|
525.8
|
|
|
$
|
375.3
|
|
|
|
|
|
|
|
|
(1)
|
Included in Corporate and Other are: contingent consideration adjustments, investment impairment, employee severance charges, interest (income) and expense, net foreign exchange (gains) and losses, pension and postretirement plan actuarial (gains) and losses and settlement charges, intercompany eliminations, and certain acquisition related charges and compensation.
|
|
|
Payments Due by Period
|
|
|||||||||||||||||||||
|
|
Total
|
|
|
Less than
1 year
|
|
|
1-3
years
|
|
|
3-5
years
|
|
|
More than
5 years
|
|
|
Other
|
|
||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||
Purchase obligations
|
|
$
|
603,464
|
|
|
$
|
592,058
|
|
|
$
|
11,406
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible debt
|
|
|
459,971
|
|
|
|
37,397
|
|
|
|
422,574
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Retirement plans contributions
|
|
|
156,592
|
|
|
|
5,551
|
|
|
|
10,598
|
|
|
|
10,426
|
|
|
|
130,017
|
|
|
|
—
|
|
Transition tax payable (1)
|
|
|
82,820
|
|
|
|
7,889
|
|
|
|
15,795
|
|
|
|
34,540
|
|
|
|
24,596
|
|
|
|
—
|
|
Operating lease obligations
|
|
|
71,457
|
|
|
|
22,631
|
|
|
|
27,371
|
|
|
|
13,839
|
|
|
|
7,616
|
|
|
|
—
|
|
Interest on long term debt
|
|
|
15,928
|
|
|
|
5,364
|
|
|
|
10,564
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Fair value of contingent consideration
|
|
|
7,227
|
|
|
|
—
|
|
|
|
7,227
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Other long-term liabilities reflected on the balance sheet under GAAP (2)
|
|
|
88,532
|
|
|
|
—
|
|
|
|
51,165
|
|
|
|
6,787
|
|
|
|
407
|
|
|
|
30,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
|
$
|
1,485,991
|
|
|
$
|
670,890
|
|
|
$
|
556,700
|
|
|
$
|
65,592
|
|
|
$
|
162,636
|
|
|
$
|
30,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
|
|
1,943
|
(1)
|
|
$
|
37.31
|
|
|
|
7,563
|
(2)
|
Equity plans not approved by shareholders (3)
|
|
|
6
|
|
|
|
3.77
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
1,949
|
|
|
|
37.21
|
|
|
|
7,563
|
|
|
|
|
|
|
|
(1)
|
Includes 1,789,217 shares of restricted stock units that are not included in the calculation of the weighted average exercise price.
|
(2)
|
Consists of 6,122,630 securities available for issuance under the 2006 Equity Plan and 1,440,073 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, 2020, there were outstanding options exercisable for an aggregate of 6,125 shares of our common stock pursuant to the LitePoint Plan, with a weighted average exercise price of $3.77 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
|
|
$
|
1,917,955
|
|
|
$
|
178,402
|
|
|
|
10.3
|
%
|
No Change
|
|
|
1,739,553
|
|
|
|
—
|
|
|
|
—
|
|
10% Decrease
|
|
|
1,569,357
|
|
|
|
(170,196
|
)
|
|
|
(9.8
|
)
|
Item 8:
|
Financial Statements and Supplementary Data
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands, except per
share information)
|
|
|||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
914,121
|
|
|
$
|
773,924
|
|
Marketable securities
|
|
|
522,280
|
|
|
|
137,303
|
|
Accounts receivable, less allowance for doubtful accounts of $2,034 and $1,736 in 2020 and 2019, respectively
|
|
|
497,506
|
|
|
|
362,368
|
|
Inventories, net
|
|
|
222,189
|
|
|
|
196,691
|
|
Prepayments and other current assets
|
|
|
259,338
|
|
|
|
188,598
|
|
|
|
|
|
|||||
Total current assets
|
|
|
2,415,434
|
|
|
|
1,658,884
|
|
Property, plant and equipment, net
|
|
|
394,800
|
|
|
|
320,216
|
|
Operating lease right-of-use assets, net
|
|
|
54,569
|
|
|
|
57,539
|
|
Marketable securities
|
|
|
117,980
|
|
|
|
104,490
|
|
Deferred tax assets
|
|
|
87,913
|
|
|
|
75,185
|
|
Retirement plans assets
|
|
|
17,468
|
|
|
|
18,457
|
|
Other assets
|
|
|
9,384
|
|
|
|
10,332
|
|
Acquired intangible assets, net
|
|
|
100,939
|
|
|
|
125,480
|
|
Goodwill
|
|
|
453,859
|
|
|
|
416,431
|
|
|
|
|
|
|||||
Total assets
|
|
$
|
3,652,346
|
|
|
$
|
2,787,014
|
|
|
|
|
|
|||||
LIABILITIES
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
||||||
Accounts payable
|
|
$
|
133,663
|
|
|
$
|
126,617
|
|
Accrued employees’ compensation and withholdings
|
|
|
220,321
|
|
|
|
163,883
|
|
Deferred revenue and customer advances
|
|
|
134,662
|
|
|
|
104,876
|
|
Other accrued liabilities
|
|
|
77,581
|
|
|
|
70,871
|
|
Operating lease liabilities
|
|
|
20,573
|
|
|
|
19,476
|
|
Contingent consideration
|
|
|
—
|
|
|
|
9,106
|
|
Income taxes payable
|
|
|
80,728
|
|
|
|
44,200
|
|
Current debt
|
|
|
33,343
|
|
|
|
—
|
|
|
|
|
|
|||||
Total current liabilities
|
|
|
700,871
|
|
|
|
539,029
|
|
Retirement plans liabilities
|
|
|
151,140
|
|
|
|
134,471
|
|
Long-term deferred revenue and customer advances
|
|
|
58,359
|
|
|
|
45,974
|
|
Long-term contingent consideration
|
|
|
7,227
|
|
|
|
30,599
|
|
Deferred tax liabilities
|
|
|
10,821
|
|
|
|
14,070
|
|
Long-term other accrued liabilities
|
|
|
19,352
|
|
|
|
19,535
|
|
Long-term operating lease liabilities
|
|
|
42,073
|
|
|
|
45,849
|
|
Long-term income taxes payable
|
|
|
74,930
|
|
|
|
82,642
|
|
Debt
|
|
|
376,768
|
|
|
|
394,687
|
|
|
|
|
|
|||||
Total liabilities
|
|
|
1,441,541
|
|
|
|
1,306,856
|
|
|
|
|
|
|||||
Commitments and contingencies (Note M)
|
|
|
||||||
Mezzanine equity:
|
|
|
||||||
Convertible common shares
|
|
|
3,787
|
|
|
|
—
|
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Common stock, $0.125 par value, 1,000,000 shares authorized, 166,123 and 166,410 shares issued and outstanding at December 31, 2020 and 2019, respectively
|
|
|
20,765
|
|
|
|
20,801
|
|
Additional paid-in capital
|
|
|
1,765,323
|
|
|
|
1,720,129
|
|
Accumulated other comprehensive income (loss)
|
|
|
33,516
|
|
|
|
(18,854
|
)
|
Retained earnings (accumulated deficit)
|
|
|
387,414
|
|
|
|
(241,918
|
)
|
|
|
|
|
|||||
Total shareholders’ equity
|
|
|
2,207,018
|
|
|
|
1,480,158
|
|
|
|
|
|
|||||
Total liabilities, convertible common shares and shareholders’ equity
|
|
$
|
3,652,346
|
|
|
$
|
2,787,014
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|||||||||
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands, except per share amounts)
|
|
|||||||||
Revenues:
|
|
|
|
|||||||||
Products
|
|
$
|
2,690,906
|
|
|
$
|
1,887,674
|
|
|
$
|
1,729,621
|
|
Services
|
|
|
430,563
|
|
|
|
407,291
|
|
|
|
371,181
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
|
|
3,121,469
|
|
|
|
2,294,965
|
|
|
|
2,100,802
|
|
Cost of revenues:
|
|
|
|
|||||||||
Cost of products
|
|
|
1,157,476
|
|
|
|
782,047
|
|
|
|
727,138
|
|
Cost of services
|
|
|
178,252
|
|
|
|
173,089
|
|
|
|
153,270
|
|
|
|
|
|
|
|
|||||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
|
|
1,335,728
|
|
|
|
955,136
|
|
|
|
880,408
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
|
1,785,741
|
|
|
|
1,339,829
|
|
|
|
1,220,394
|
|
Operating expenses:
|
|
|
|
|||||||||
Selling and administrative
|
|
|
464,769
|
|
|
|
437,084
|
|
|
|
390,669
|
|
Engineering and development
|
|
|
374,964
|
|
|
|
322,824
|
|
|
|
301,505
|
|
Acquired intangible assets amortization
|
|
|
30,803
|
|
|
|
40,147
|
|
|
|
39,191
|
|
Restructuring and other
|
|
|
(13,202
|
)
|
|
|
(13,880
|
)
|
|
|
15,232
|
|
|
|
|
|
|
|
|||||||
Total operating expenses
|
|
|
857,334
|
|
|
|
786,175
|
|
|
|
746,597
|
|
|
|
|
|
|
|
|||||||
Income from operations
|
|
|
928,407
|
|
|
|
553,654
|
|
|
|
473,797
|
|
Non-operating (income) expenses:
|
|
|
|
|||||||||
Interest income
|
|
|
(5,982
|
)
|
|
|
(16,990
|
)
|
|
|
(20,458
|
)
|
Interest expense
|
|
|
24,182
|
|
|
|
22,224
|
|
|
|
21,780
|
|
Other (income) expense, net
|
|
|
9,192
|
|
|
|
22,648
|
|
|
|
4,674
|
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
|
|
901,015
|
|
|
|
525,772
|
|
|
|
467,801
|
|
Income tax provision
|
|
|
116,868
|
|
|
|
58,304
|
|
|
|
16,022
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
$
|
784,147
|
|
|
$
|
467,468
|
|
|
$
|
451,779
|
|
|
|
|
|
|
|
|||||||
Net income per common share:
|
|
|
|
|||||||||
Basic
|
|
$
|
4.72
|
|
|
$
|
2.74
|
|
|
$
|
2.41
|
|
|
|
|
|
|
|
|||||||
Diluted
|
|
$
|
4.28
|
|
|
$
|
2.60
|
|
|
$
|
2.35
|
|
|
|
|
|
|
|
|||||||
Weighted average common shares—basic
|
|
|
166,120
|
|
|
|
170,425
|
|
|
|
187,672
|
|
|
|
|
|
|
|
|||||||
Weighted average common shares—diluted
|
|
|
183,042
|
|
|
|
179,459
|
|
|
|
192,605
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|||||||||
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Net income
|
|
$
|
784,147
|
|
|
$
|
467,468
|
|
|
$
|
451,779
|
|
Other comprehensive income, net of tax:
|
|
|
|
|||||||||
Foreign currency translation adjustment, net of tax of $0, $0, $0
|
|
|
48,903
|
|
|
|
(10,991
|
)
|
|
|
(28,442
|
)
|
Available-for-sale marketable securities:
|
|
|
|
|||||||||
Unrealized gains (losses) on marketable securities arising during period, net of tax of $1,629, $1,659, $(722), respectively
|
|
|
5,839
|
|
|
|
6,015
|
|
|
|
(2,110
|
)
|
Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $(665),
$(192), $(21), respectively |
|
|
(2,365
|
)
|
|
|
(690
|
)
|
|
|
1,337
|
|
|
|
|
|
|
|
|||||||
|
|
3,474
|
|
|
|
5,325
|
|
|
|
(773
|
)
|
|
Defined benefit pension and post-retirement plans:
|
|
|
|
|||||||||
Amortization of prior service benefit included in net periodic pension and post-retirement benefit, net of tax $(2), $(43), $(71), respectively
|
|
|
(7
|
)
|
|
|
(148
|
)
|
|
|
(245
|
)
|
|
|
|
|
|
|
|||||||
Other comprehensive income (loss)
|
|
|
52,370
|
|
|
|
(5,814
|
)
|
|
|
(29,460
|
)
|
|
|
|
|
|
|
|||||||
Comprehensive income
|
|
$
|
836,517
|
|
|
$
|
461,654
|
|
|
$
|
422,319
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity
|
|
||||||||||||||||||||||
|
|
Convertible
Common
Shares |
|
|
Common
Stock Shares |
|
|
Common
Stock Par Value |
|
|
Additional
Paid-in Capital |
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
Retained
Earnings (Accumulated Deficit) |
|
|
Total
Shareholders’ Equity |
|
|||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net issuance of common stock under stock-based plans
|
|
|
|
|
|
|
1,230
|
|
|
|
154
|
|
|
|
4,696
|
|
|
|
|
|
|
|
|
|
|
|
4,850
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,285
|
|
|
|
|
|
|
|
|
|
|
|
44,285
|
|
Repurchase of common stock
|
|
|
|
|
|
|
(1,517
|
)
|
|
|
(190
|
)
|
|
|
|
|
|
|
|
|
|
|
(88,275
|
)
|
|
|
(88,465
|
)
|
Cash dividends ($0.10
per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66,540
|
)
|
|
|
(66,540
|
)
|
Convertible common shares
|
|
|
3,787
|
|
|
|
|
|
|
|
|
|
|
|
(3,787
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,787
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
784,147
|
|
|
|
784,147
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,370
|
|
|
|
|
|
|
|
52,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Year Ended December 31, 2020
|
|
$
|
3,787
|
|
|
|
166,123
|
|
|
$
|
20,765
|
|
|
$
|
1,765,323
|
|
|
$
|
33,516
|
|
|
$
|
387,414
|
|
|
$
|
2,207,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|||||||||
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in
|
|
|||||||||
Cash flows from operating activities:
|
|
|
|
|||||||||
Net income
|
|
$
|
784,147
|
|
|
$
|
467,468
|
|
|
$
|
451,779
|
|
Adjustments to reconcile net income from operations to net cash provided by
|
|
|
|
|||||||||
Depreciation
|
|
|
80,119
|
|
|
|
70,834
|
|
|
|
67,415
|
|
Amortization
|
|
|
46,624
|
|
|
|
49,821
|
|
|
|
45,809
|
|
Stock-based compensation
|
|
|
44,906
|
|
|
|
37,897
|
|
|
|
33,577
|
|
Provision for excess and obsolete inventory
|
|
|
17,534
|
|
|
|
15,244
|
|
|
|
11,242
|
|
Retirement plans actuarial losses (gains)
|
|
|
10,284
|
|
|
|
8,176
|
|
|
|
(3,316
|
)
|
Contingent consideration fair value adjustment
|
|
|
(23,271
|
)
|
|
|
(19,257
|
)
|
|
|
987
|
|
Deferred taxes
|
|
|
(15,688
|
)
|
|
|
(9,456
|
)
|
|
|
28,340
|
|
(Gains) losses on investments
|
|
|
(7,898
|
)
|
|
|
(6,033
|
)
|
|
|
3,494
|
|
Investment impairment
|
|
|
—
|
|
|
|
15,000
|
|
|
|
—
|
|
Other
|
|
|
1,557
|
|
|
|
766
|
|
|
|
1,083
|
|
Changes in operating assets and liabilities, net of businesses acquired:
|
|
|
|
|||||||||
Accounts receivable
|
|
|
(129,451
|
)
|
|
|
(70,440
|
)
|
|
|
(17,938
|
)
|
Inventories
|
|
|
(8,438
|
)
|
|
|
(27,408
|
)
|
|
|
(29,498
|
)
|
Prepayments and other assets
|
|
|
(64,418
|
)
|
|
|
(23,784
|
)
|
|
|
(58,402
|
)
|
Accounts payable and other accrued expenses
|
|
|
73,167
|
|
|
|
49,279
|
|
|
|
13,693
|
|
Deferred revenue and customer advances
|
|
|
39,974
|
|
|
|
39,313
|
|
|
|
13,379
|
|
Retirement plan contributions
|
|
|
(5,382
|
)
|
|
|
(5,086
|
)
|
|
|
(4,334
|
)
|
Income taxes
|
|
|
25,169
|
|
|
|
(13,584
|
)
|
|
|
(80,429
|
)
|
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
|
|
868,935
|
|
|
|
578,750
|
|
|
|
476,881
|
|
|
|
|
|
|
|
|||||||
Cash flows from investing activities:
|
|
|
|
|||||||||
Purchases of property, plant and equipment
|
|
|
(184,977
|
)
|
|
|
(134,642
|
)
|
|
|
(114,379
|
)
|
Proceeds from government subsidy for property, plant and equipment
|
|
|
—
|
|
|
|
—
|
|
|
|
7,920
|
|
Purchases of marketable securities
|
|
|
(900,196
|
)
|
|
|
(662,701
|
)
|
|
|
(918,744
|
)
|
Proceeds from maturities of marketable securities
|
|
|
479,678
|
|
|
|
611,927
|
|
|
|
1,270,439
|
|
Proceeds from sales of marketable securities
|
|
|
35,006
|
|
|
|
105,586
|
|
|
|
846,122
|
|
Proceeds from insurance
|
|
|
546
|
|
|
|
2,912
|
|
|
|
1,126
|
|
Purchase of investment and acquisition of businesses, net of cash acquired
|
|
|
149
|
|
|
|
(79,742
|
)
|
|
|
(169,474
|
)
|
|
|
|
|
|
|
|||||||
Net cash (used for) provided by investing activities
|
|
|
(569,794
|
)
|
|
|
(156,660
|
)
|
|
|
923,010
|
|
|
|
|
|
|
|
|||||||
Cash flows from financing activities:
|
|
|
|
|||||||||
Issuance of common stock under stock purchase and stock option plans
|
|
|
28,527
|
|
|
|
29,312
|
|
|
|
20,973
|
|
Repurchase of common stock
|
|
|
(88,465
|
)
|
|
|
(500,000
|
)
|
|
|
(823,478
|
)
|
Dividend payments
|
|
|
(66,482
|
)
|
|
|
(61,305
|
)
|
|
|
(67,322
|
)
|
Payments related to net settlement of employee stock compensation awards
|
|
|
(23,014
|
)
|
|
|
(14,741
|
)
|
|
|
(20,023
|
)
|
Payments of contingent consideration
|
|
|
(8,852
|
)
|
|
|
(27,615
|
)
|
|
|
(13,571
|
)
|
|
|
|
|
|
|
|||||||
Net cash used for financing activities
|
|
|
(158,286
|
)
|
|
|
(574,349
|
)
|
|
|
(903,421
|
)
|
|
|
|
|
|
|
|||||||
Effects of exchange rate changes on cash and cash equivalents
|
|
|
(658
|
)
|
|
|
(569
|
)
|
|
|
439
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
140,197
|
|
|
|
(152,828
|
)
|
|
|
496,909
|
|
Cash and cash equivalents at beginning of year
|
|
|
773,924
|
|
|
|
926,752
|
|
|
|
429,843
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of year
|
|
$
|
914,121
|
|
|
$
|
773,924
|
|
|
$
|
926,752
|
|
|
|
|
|
|
|
|||||||
Supplementary disclosure of cash flows information:
|
|
|
|
|||||||||
Cash paid for:
|
|
|
|
|||||||||
Interest
|
|
$
|
6,435
|
|
|
$
|
5,996
|
|
|
$
|
6,205
|
|
Income taxes
|
|
$
|
106,577
|
|
|
$
|
81,410
|
|
|
$
|
72,811
|
|
Non-cash investing activities:
|
|
|
|
|||||||||
Capital expenditures incurred but not yet paid:
|
|
$
|
3,666
|
|
|
$
|
4,068
|
|
|
$
|
2,537
|
|
|
•
|
|
semiconductor test (“Semiconductor Test”) systems;
|
|
•
|
|
storage and system level test (“Storage Test”) systems, defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”);
|
|
•
|
|
wireless test (“Wireless Test”) systems; and
|
|
•
|
|
industrial automation (“Industrial Automation”) products.
|
|
•
|
|
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.
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Maintenance, service and training
|
|
$
|
77,654
|
|
|
$
|
63,815
|
|
Customer advances, undelivered elements and other
|
|
|
63,438
|
|
|
|
56,358
|
|
Extended warranty
|
|
|
51,929
|
|
|
|
30,677
|
|
|
|
|
|
|||||
Total deferred revenue and customer advances
|
|
$
|
193,021
|
|
|
$
|
150,850
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
(in thousands)
|
|
|
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
|
|
Accruals for warranties issued during the period
|
|
|
28,490
|
|
Accruals related to pre-existing warranties
|
|
|
821
|
|
Settlements made during the period
|
|
|
(21,674
|
)
|
|
|
|||
Balance at December 31, 2020
|
|
$
|
16,633
|
|
|
|
|
|
Amount
|
|
|
|
|
(in thousands)
|
|
|
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
|
|
Deferral of new extended warranty revenue
|
|
|
41,694
|
|
Recognition of extended warranty deferred revenue
|
|
|
(20,442
|
)
|
|
|
|||
Balance at December 31, 2020
|
|
$
|
51,929
|
|
|
|
|
•
|
|
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.
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Contract manufacturer and supplier prepayments
|
|
$
|
212,286
|
|
|
$
|
143,392
|
|
Prepaid taxes
|
|
|
9,361
|
|
|
|
8,046
|
|
Prepaid maintenance and other services
|
|
|
13,116
|
|
|
|
8,503
|
|
Other prepayments
|
|
|
15,329
|
|
|
|
16,753
|
|
|
|
|
|
|||||
Total prepayments
|
|
$
|
250,092
|
|
|
$
|
176,694
|
|
|
|
|
|
|
|
Purchase Price Allocation
|
|
|
|
|
(in thousands)
|
|
|
Goodwill
|
|
$
|
41,223
|
|
Intangible assets
|
|
|
37,660
|
|
Tangible assets acquired and liabilities assumed:
|
|
|||
Other current assets
|
|
|
3,661
|
|
Non-current assets
|
|
|
1,227
|
|
Accounts payable and current liabilities
|
|
|
(1,223
|
)
|
Long-term other liabilities
|
|
|
(949
|
)
|
|
|
|||
Total purchase price
|
|
$
|
81,599
|
|
|
|
|
|
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
|
|
||
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
|
|
|
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
||
|
|
(in thousands, except per
share amount)
|
|
|||||
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
|
|
|
|
|
|
(1)
|
Includes $10.0 million, $8.4 million and $12.0 million in 2020, 2019 and 2018, respectively, for leases of Teradyne’s systems recognized outside of ASC 606:
“Revenue from Contracts with Customers.”
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Raw material
|
|
$
|
114,133
|
|
|
$
|
118,595
|
|
Work-in-process
|
|
|
25,408
|
|
|
|
32,695
|
|
Finished goods
|
|
|
82,648
|
|
|
|
45,401
|
|
|
|
|
|
|||||
|
$
|
222,189
|
|
|
$
|
196,691
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Land
|
|
$
|
17,207
|
|
|
$
|
16,561
|
|
Buildings
|
|
|
108,221
|
|
|
|
107,282
|
|
Machinery, equipment and software
|
|
|
956,035
|
|
|
|
834,970
|
|
Furniture and fixtures
|
|
|
28,487
|
|
|
|
29,157
|
|
Leasehold improvements
|
|
|
61,276
|
|
|
|
59,378
|
|
Construction in progress
|
|
|
13,098
|
|
|
|
2,537
|
|
|
|
|
|
|||||
|
|
1,184,324
|
|
|
|
1,049,885
|
|
|
Less: accumulated depreciation
|
|
|
789,524
|
|
|
|
729,669
|
|
|
|
|
|
|||||
|
$
|
394,800
|
|
|
$
|
320,216
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|||||||||||||
|
|
Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash
|
|
$
|
443,166
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
443,166
|
|
Cash equivalents
|
|
|
347,768
|
|
|
|
123,187
|
|
|
|
—
|
|
|
|
470,955
|
|
Available for sale securities:
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
|
|
—
|
|
|
|
258,304
|
|
|
|
—
|
|
|
|
258,304
|
|
Commercial paper
|
|
|
—
|
|
|
|
254,413
|
|
|
|
—
|
|
|
|
254,413
|
|
Corporate debt securities
|
|
|
—
|
|
|
|
83,615
|
|
|
|
—
|
|
|
|
83,615
|
|
Debt mutual funds
|
|
|
8,565
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,565
|
|
U.S. government agency securities
|
|
|
—
|
|
|
|
4,339
|
|
|
|
—
|
|
|
|
4,339
|
|
Certificates of deposit and time deposits
|
|
|
—
|
|
|
|
979
|
|
|
|
—
|
|
|
|
979
|
|
Non-U.S. government securities
|
|
|
—
|
|
|
|
625
|
|
|
|
—
|
|
|
|
625
|
|
Equity securities:
|
|
|
|
|
||||||||||||
Mutual funds
|
|
|
29,420
|
|
|
|
—
|
|
|
|
—
|
|
|
|
29,420
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
828,919
|
|
|
$
|
725,462
|
|
|
$
|
—
|
|
|
$
|
1,554,381
|
|
Derivative assets
|
|
|
—
|
|
|
|
95
|
|
|
|
—
|
|
|
|
95
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
828,919
|
|
|
$
|
725,557
|
|
|
$
|
—
|
|
|
$
|
1,554,476
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
||||||||||||
Contingent consideration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,227
|
|
|
$
|
7,227
|
|
Derivative liabilities
|
|
|
—
|
|
|
|
504
|
|
|
|
—
|
|
|
|
504
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
—
|
|
|
$
|
504
|
|
|
$
|
7,227
|
|
|
$
|
7,731
|
|
|
|
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
790,934
|
|
|
$
|
123,187
|
|
|
$
|
—
|
|
|
$
|
914,121
|
|
Marketable securities
|
|
|
—
|
|
|
|
522,280
|
|
|
|
—
|
|
|
|
522,280
|
|
Long-term marketable securities
|
|
|
37,985
|
|
|
|
79,995
|
|
|
|
—
|
|
|
|
117,980
|
|
Prepayments and other current assets
|
|
|
—
|
|
|
|
95
|
|
|
|
—
|
|
|
|
95
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
828,919
|
|
|
$
|
725,557
|
|
|
$
|
—
|
|
|
$
|
1,554,476
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
||||||||||||
Other current liabilities
|
|
$
|
—
|
|
|
$
|
504
|
|
|
$
|
—
|
|
|
$
|
504
|
|
Long-term contingent consideration
|
|
|
—
|
|
|
|
—
|
|
|
|
7,227
|
|
|
|
7,227
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
—
|
|
|
$
|
504
|
|
|
$
|
7,227
|
|
|
$
|
7,731
|
|
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
||||||||||||
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 and other current assets
|
|
|
—
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
Contingent Consideration
|
|
|
|
|
(in thousands)
|
|
|
Balance at December 31, 2018
|
|
$
|
70,543
|
|
Acquisition of AutoGuide
|
|
|
23,976
|
|
Foreign currency impact
|
|
|
(967
|
)
|
Payments (1)
|
|
|
(34,590
|
)
|
Fair value adjustment (2)
|
|
|
(19,257
|
)
|
|
|
|||
Balance at December 31, 2019
|
|
|
39,705
|
|
Foreign currency impact
|
|
|
(355
|
)
|
Payments (3)
|
|
|
(8,852
|
)
|
Fair value adjustment (4)
|
|
|
(23,271
|
)
|
|
|
|||
Balance at December 31, 2020
|
|
$
|
7,227
|
|
|
|
(1)
|
During the year ended December 31, 2019, Teradyne paid $30.8 million and $3.8 million of contingent consideration for the earn-outs in connection with the acquisitions of MiR and Universal Robots A/S (“Universal Robots”), respectively.
|
(2)
|
During the year ended December 31, 2019, the fair value of contingent consideration for the earn-out in connection with the acquisition of MiR was decreased by $22.2 million primarily due to a decrease in forecasted revenues partially offset by the impact from modification of the earn-out structure. During the year ended December 31, 2019, the fair value of contingent consideration for the earn-out in connection with the acquisition of AutoGuide was increased by $3.0 million primarily due to an increase in forecasted revenues
|
(3)
|
During the year ended December 31, 2020, Teradyne paid $8.9 million of contingent consideration for the earn-out in connection with the acquisition of MiR.
|
(4)
|
During the year ended December 31, 2020, the fair value of contingent consideration for the earn-out in connection with the acquisition of AutoGuide was decreased by $19.7 million primarily due to a decrease in forecasted revenues
and earnings before interest and taxes
. Teradyne has received a letter from the sellers of AutoGuide alleging non-compliance with the earn-out provisions of the AutoGuide acquisition agreement. Teradyne disputes the allegation of non-compliance. The ultimate amount of contingent consideration for the earn-outs in connection with the acquisition of AutoGuide may be affected by the outcome of the dispute. During the year ended December 31, 2020, the fair value of contingent consideration for the earn-out in connection with the acquisition of MiR was decreased by $3.5 million primarily due to a decrease in forecasted revenues.
|
Liability
|
|
December 31,
2020
Fair Value
|
|
|
Valuation
Technique
|
|
Unobservable Inputs
|
|
Weighted
Average
|
|
||
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
||
Contingent consideration
(AutoGuide)
|
|
$
|
7,227
|
|
|
Monte Carlo simulation
|
|
Revenue Volatility
|
|
|
16.5%
|
|
|
|
|
Discount Rate
|
|
|
1.0%
|
|
|
|
December 31, 2020
|
|
|
December 31, 2019
|
|
||||||||||
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
Carrying Value
|
|
|
Fair Value
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
914,121
|
|
|
$
|
914,121
|
|
|
$
|
773,924
|
|
|
$
|
773,924
|
|
Marketable securities
|
|
|
640,260
|
|
|
|
640,260
|
|
|
|
241,793
|
|
|
|
241,793
|
|
Derivative assets
|
|
|
95
|
|
|
|
95
|
|
|
|
528
|
|
|
|
528
|
|
Liabilities
|
|
|
|
|
||||||||||||
Contingent consideration
|
|
|
7,227
|
|
|
|
7,227
|
|
|
|
39,705
|
|
|
|
39,705
|
|
Derivative liabilities
|
|
|
504
|
|
|
|
504
|
|
|
|
203
|
|
|
|
203
|
|
Convertible debt (1)
|
|
|
410,111
|
|
|
|
1,739,553
|
|
|
|
394,687
|
|
|
|
1,010,275
|
|
(1)
|
The carrying value represents the bifurcated debt component only, while the fair value is based on quoted market prices for the convertible note which includes the equity conversion features.
|
|
|
December 31, 2020
|
|
|||||||||||||||||
|
|
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
|
|
$
|
257,132
|
|
|
$
|
1,330
|
|
|
$
|
(158
|
)
|
|
$
|
258,304
|
|
|
$
|
17,243
|
|
Commercial paper
|
|
|
254,404
|
|
|
|
10
|
|
|
|
(1
|
)
|
|
|
254,413
|
|
|
|
12,173
|
|
Corporate debt securities
|
|
|
76,129
|
|
|
|
7,539
|
|
|
|
(53
|
)
|
|
|
83,615
|
|
|
|
39,896
|
|
Debt mutual funds
|
|
|
8,413
|
|
|
|
152
|
|
|
|
—
|
|
|
|
8,565
|
|
|
|
—
|
|
U.S. government agency securities
|
|
|
4,294
|
|
|
|
46
|
|
|
|
(1
|
)
|
|
|
4,339
|
|
|
|
1,106
|
|
Certificates of deposit and time deposits
|
|
|
979
|
|
|
|
—
|
|
|
|
—
|
|
|
|
979
|
|
|
|
—
|
|
Non-U.S. government securities
|
|
|
625
|
|
|
|
—
|
|
|
|
—
|
|
|
|
625
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
$
|
601,976
|
|
|
$
|
9,077
|
|
|
$
|
(213
|
)
|
|
$
|
610,840
|
|
|
$
|
70,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
Unrealized
Gain
|
|
|
Unrealized
(Loss)
|
|
|
Fair
Value
|
|
|
Fair Market
Value of Investments
with Unrealized Losses
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||||||
Marketable securities
|
|
$
|
522,228
|
|
|
$
|
92
|
|
|
$
|
(40
|
)
|
|
$
|
522,280
|
|
|
$
|
61,806
|
|
Long-term marketable securities
|
|
|
79,748
|
|
|
|
8,985
|
|
|
|
(173
|
)
|
|
|
88,560
|
|
|
|
8,612
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
$
|
601,976
|
|
|
$
|
9,077
|
|
|
$
|
(213
|
)
|
|
$
|
610,840
|
|
|
$
|
70,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
Fair Value
|
|
||
|
|
(in
|
|
|||||
Due within one year
|
|
$
|
522,228
|
|
|
$
|
522,280
|
|
Due after 1 year through 5 years
|
|
|
24,829
|
|
|
|
25,245
|
|
Due after 5 years through 10 years
|
|
|
13,030
|
|
|
|
14,183
|
|
Due after 10 years
|
|
|
33,476
|
|
|
|
40,567
|
|
|
|
|
|
|||||
Total
|
|
$
|
593,563
|
|
|
$
|
602,275
|
|
|
|
December 31, 2020
|
|
|
December 31, 2019
|
|
||||||||||||||||||
|
|
Buy
Position
|
|
|
Sell
Position
|
|
|
Net
Total
|
|
|
Buy
Position
|
|
|
Sell
Position
|
|
|
Net
Total
|
|
||||||
|
|
(in millions)
|
|
|||||||||||||||||||||
Japanese Yen
|
|
$
|
(14.1
|
)
|
|
$
|
—
|
|
|
$
|
(14.1
|
)
|
|
$
|
(29.3
|
)
|
|
$
|
—
|
|
|
$
|
(29.3
|
)
|
Taiwan Dollar
|
|
|
(27.9
|
)
|
|
|
—
|
|
|
|
(27.9
|
)
|
|
|
(18.4
|
)
|
|
|
—
|
|
|
|
(18.4
|
)
|
Korean Won
|
|
|
(5.3
|
)
|
|
|
—
|
|
|
|
(5.3
|
)
|
|
|
(10.7
|
)
|
|
|
—
|
|
|
|
(10.7
|
)
|
British Pound Sterling
|
|
|
(1.0
|
)
|
|
|
—
|
|
|
|
(1.0
|
)
|
|
|
(3.8
|
)
|
|
|
—
|
|
|
|
(3.8
|
)
|
Singapore Dollar
|
|
|
—
|
|
|
|
52.3
|
|
|
|
52.3
|
|
|
|
—
|
|
|
|
25.3
|
|
|
|
25.3
|
|
Euro
|
|
|
—
|
|
|
|
43.9
|
|
|
|
43.9
|
|
|
|
—
|
|
|
|
47.8
|
|
|
|
47.8
|
|
Philippine Peso
|
|
|
—
|
|
|
|
5.0
|
|
|
|
5.0
|
|
|
|
—
|
|
|
|
5.2
|
|
|
|
5.2
|
|
Chinese Yuan
|
|
|
—
|
|
|
|
3.4
|
|
|
|
3.4
|
|
|
|
—
|
|
|
|
4.4
|
|
|
|
4.4
|
|
Total
|
|
$
|
(48.3
|
)
|
|
$
|
104.6
|
|
|
$
|
56.3
|
|
|
$
|
(62.2
|
)
|
|
$
|
82.7
|
|
|
$
|
20.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Location
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
||
|
|
|
|
(in thousands)
|
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|||||||
Foreign exchange contracts
|
|
Prepayments
|
|
$
|
95
|
|
|
$
|
528
|
|
Foreign exchange contracts
|
|
Other current liabilities
|
|
|
(504
|
)
|
|
|
(203
|
)
|
Total derivatives
|
|
|
$
|
(409
|
)
|
|
$
|
325
|
|
|
|
Location of (Gains) Losses
Recognized in Statement
of Operations
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
|
December 31,
2018
|
|
|||
|
|
|
|
(in thousands)
|
|
|||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
|
Other (income) expense, net
|
|
$
|
3,515
|
|
|
$
|
5,960
|
|
|
$
|
7,386
|
|
(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, 2020, net losses from remeasurement of monetary assets and liabilities denominated in foreign currencies were $2.6
million.
|
(3)
|
For the year 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.
|
|
|
For the Year Ended
December 31, 2020 |
|
|
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows:
|
|
$
|
24,136
|
|
Right-of-use assets obtained in exchange for new lease obligations
|
|
|
14,801
|
|
|
|
Operating Lease
|
|
|
|
|
(in thousands)
|
|
|
2021
|
|
$
|
22,451
|
|
2022
|
|
|
16,798
|
|
2023
|
|
|
9,727
|
|
2024
|
|
|
7,215
|
|
2025
|
|
|
5,715
|
|
Thereafter
|
|
|
6,149
|
|
|
|
|||
Total lease payments
|
|
|
68,055
|
|
Less imputed interest
|
|
|
(5,409
|
)
|
|
|
|||
Total lease liabilities
|
|
$
|
62,646
|
|
|
|
|
|
December 31,
2020 |
|
|
December 31,
2019 |
|
||
|
|
(in thousands)
|
|
|||||
Debt principal
|
|
$
|
459,971
|
|
|
$
|
460,000
|
|
Unamortized discount
|
|
|
49,860
|
|
|
|
65,313
|
|
|
|
|
|
|||||
Net carrying amount of convertible debt
|
|
$
|
410,111
|
|
|
$
|
394,687
|
|
|
|
|
|
|
|
December 31,
2020 |
|
|
December 31,
2019 |
|
||
|
|
(in thousands)
|
|
|||||
Current debt
|
|
$
|
33,343
|
|
|
$
|
—
|
|
Long-term debt
|
|
|
376,768
|
|
|
|
394,687
|
|
|
|
|
|
|||||
Net carrying amount of convertible debt
|
|
$
|
410,111
|
|
|
$
|
394,687
|
|
|
|
|
|
|
|
For the year ended
|
|
|||||
|
|
December 31,
2020 |
|
|
December 31,
2019 |
|
||
|
|
(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
|
|
|
15,454
|
|
|
|
14,706
|
|
|
|
|
|
|||||
Total interest expense on the convertible debt
|
|
$
|
21,204
|
|
|
$
|
20,456
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
|
Unrealized
(Losses)
Gains on
Marketable
Securities
|
|
|
Retirement
Plans
Service
Credit
|
|
|
Total
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
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
|
|
|
(10,991
|
)
|
|
|
6,015
|
|
|
|
—
|
|
|
|
(4,976
|
)
|
Amounts reclassified from accumulated other
|
|
|
—
|
|
|
|
(690
|
)
|
|
|
(148
|
)
|
|
|
(838
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net current period other comprehensive (loss) income,
|
|
|
(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
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income before
|
|
|
48,903
|
|
|
|
5,839
|
|
|
|
—
|
|
|
|
54,742
|
|
Amounts reclassified from accumulated other
|
|
|
—
|
|
|
|
(2,365
|
)
|
|
|
(7
|
)
|
|
|
(2,372
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net current period other comprehensive income (loss),
|
|
|
48,903
|
|
|
|
3,474
|
|
|
|
(7
|
)
|
|
|
52,370
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2020, net of tax of $0, $1,910, $(1,126)
|
|
$
|
25,389
|
|
|
$
|
6,954
|
|
|
$
|
1,173
|
|
|
$
|
33,516
|
|
|
|
|
|
|
|
|
|
Details about Accumulated
Other Comprehensive Income
Components
|
|
For the year ended
|
|
|
Affected Line Item
in the Statements
of Operations
|
|
||||||||||
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
|
December 31,
2018
|
|
|
|
|
||||
|
|
(in thousands)
|
|
|
|
|
||||||||||
Available-for-sale marketable securities
|
|
|
|
|
||||||||||||
Unrealized gains (losses), net of tax of $665, $192, $21
|
|
$
|
2,365
|
|
|
$
|
690
|
|
|
$
|
(1,337
|
)
|
|
|
Interest income
(expense) |
|
Defined benefit pension and postretirement plans:
|
|
|
|
|
||||||||||||
Amortization of prior service benefit, net of tax of $2, $43, $71
|
|
|
7
|
|
|
|
148
|
|
|
|
245
|
|
|
|
(a)
|
|
|
|
|
|
|
|
|||||||||||
Total reclassifications, net of tax of $667, $235, $92
|
|
$
|
2,372
|
|
|
$
|
838
|
|
|
$
|
(1,092
|
)
|
|
|
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, 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
|
|
AutoGuide 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
|
|
|
AutoGuide acquisition
|
|
|
(149
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(149
|
)
|
Foreign currency translation adjustment
|
|
|
37,418
|
|
|
|
—
|
|
|
|
159
|
|
|
|
—
|
|
|
|
37,577
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2020:
|
|
|
|
|
|
|||||||||||||||
Goodwill
|
|
|
433,752
|
|
|
|
361,819
|
|
|
|
262,155
|
|
|
|
158,699
|
|
|
|
1,216,425
|
|
Accumulated impairment losses
|
|
|
—
|
|
|
|
(353,843
|
)
|
|
|
(260,540
|
)
|
|
|
(148,183
|
)
|
|
|
(762,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
$
|
433,752
|
|
|
$
|
7,976
|
|
|
$
|
1,615
|
|
|
$
|
10,516
|
|
|
$
|
453,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|||||||||||||
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization (1)
|
|
|
Foreign
Currency Translation Adjustment |
|
|
Net
Carrying
Amount
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Developed technology
|
|
$
|
272,547
|
|
|
$
|
(210,479
|
)
|
|
$
|
(1,610
|
)
|
|
$
|
60,458
|
|
Customer relationships
|
|
|
66,239
|
|
|
|
(54,524
|
)
|
|
|
305
|
|
|
|
12,020
|
|
Tradenames and trademarks
|
|
|
70,120
|
|
|
|
(42,344
|
)
|
|
|
685
|
|
|
|
28,461
|
|
|
|
|
|
|
|
|
|
|||||||||
Total intangible assets
|
|
$
|
408,906
|
|
|
$
|
(307,347
|
)
|
|
$
|
(620
|
)
|
|
$
|
100,939
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|||||||||||||
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
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
|
|
|
|
|
|
|
|
|
|
(1)
|
In 2020, $98.9 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)
|
|
|
2021
|
|
$
|
21,893
|
|
2022
|
|
|
21,000
|
|
2023
|
|
|
20,504
|
|
2024
|
|
|
20,192
|
|
2025
|
|
|
11,922
|
|
Thereafter
|
|
|
5,428
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands, except per share amounts)
|
|
|||||||||
Net income for basic and diluted net income per share
|
|
$
|
784,147
|
|
|
$
|
467,468
|
|
|
$
|
451,779
|
|
|
|
|
|
|
|
|||||||
Weighted average common shares-basic
|
|
|
166,120
|
|
|
|
170,425
|
|
|
|
187,672
|
|
Effect of dilutive potential common shares:
|
|
|
|
|||||||||
Incremental shares from assumed conversion of convertible notes (1)
|
|
|
8,528
|
|
|
|
4,909
|
|
|
|
2,749
|
|
Convertible note hedge warrant shares (2)
|
|
|
6,989
|
|
|
|
2,698
|
|
|
|
485
|
|
Restricted stock units
|
|
|
1,264
|
|
|
|
1,236
|
|
|
|
1,385
|
|
Stock options
|
|
|
131
|
|
|
|
178
|
|
|
|
278
|
|
Employee stock purchase rights
|
|
|
10
|
|
|
|
13
|
|
|
|
36
|
|
|
|
|
|
|
|
|||||||
Dilutive potential common shares
|
|
|
16,922
|
|
|
|
9,034
|
|
|
|
4,933
|
|
|
|
|
|
|
|
|||||||
Weighted average common shares-diluted
|
|
|
183,042
|
|
|
|
179,459
|
|
|
|
192,605
|
|
|
|
|
|
|
|
|||||||
Net income per common share-basic
|
|
$
|
4.72
|
|
|
$
|
2.74
|
|
|
$
|
2.41
|
|
|
|
|
|
|
|
|||||||
Net income per common share-diluted
|
|
$
|
4.28
|
|
|
$
|
2.60
|
|
|
$
|
2.35
|
|
|
|
|
|
|
|
(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 $31.56, multiplied by 14.6 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 $39.60, multiplied by 14.6 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.
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Assets and Obligations
|
|
|
|
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
||||||||||||
Projected benefit obligation:
|
|
|
|
|
||||||||||||
Beginning of year
|
|
$
|
203,791
|
|
|
$
|
43,952
|
|
|
$
|
178,237
|
|
|
$
|
39,146
|
|
Service cost
|
|
|
1,773
|
|
|
|
907
|
|
|
|
1,608
|
|
|
|
751
|
|
Interest cost
|
|
|
5,770
|
|
|
|
516
|
|
|
|
7,189
|
|
|
|
691
|
|
Actuarial loss
|
|
|
24,671
|
|
|
|
2,951
|
|
|
|
24,447
|
|
|
|
4,520
|
|
Benefits paid
|
|
|
(9,844
|
)
|
|
|
(1,299
|
)
|
|
|
(7,690
|
)
|
|
|
(836
|
)
|
Retiree annuity purchase
|
|
|
(24,379
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Liability loss due to settlement
|
|
|
451
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Non-U.S. currency movement
|
|
|
—
|
|
|
|
3,961
|
|
|
|
—
|
|
|
|
(320
|
)
|
|
|
|
|
|
|
|
|
|||||||||
End of year
|
|
|
202,233
|
|
|
|
50,988
|
|
|
|
203,791
|
|
|
|
43,952
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in plan assets:
|
|
|
|
|
||||||||||||
Fair value of plan assets:
|
|
|
|
|
||||||||||||
Beginning of year
|
|
|
166,932
|
|
|
|
1,586
|
|
|
|
144,301
|
|
|
|
1,400
|
|
Actual return on plan assets
|
|
|
23,048
|
|
|
|
67
|
|
|
|
27,516
|
|
|
|
64
|
|
Company contributions
|
|
|
3,098
|
|
|
|
1,079
|
|
|
|
2,805
|
|
|
|
923
|
|
Benefits paid
|
|
|
(9,844
|
)
|
|
|
(988
|
)
|
|
|
(7,690
|
)
|
|
|
(836
|
)
|
Retiree annuity purchase
|
|
|
(24,379
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Non-U.S. currency movement
|
|
|
—
|
|
|
|
112
|
|
|
|
—
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|||||||||
End of year
|
|
|
158,855
|
|
|
|
1,856
|
|
|
|
166,932
|
|
|
|
1,586
|
|
|
|
|
|
|
|
|
|
|||||||||
Funded status
|
|
$
|
(43,378
|
)
|
|
$
|
(49,132
|
)
|
|
$
|
(36,859
|
)
|
|
$
|
(42,366
|
)
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Retirement plans assets
|
|
$
|
17,468
|
|
|
$
|
—
|
|
|
$
|
18,457
|
|
|
$
|
—
|
|
Accrued employees’ compensation and withholdings
|
|
|
(3,273
|
)
|
|
|
(1,019
|
)
|
|
|
(2,826
|
)
|
|
|
(922
|
)
|
Retirement plans liabilities
|
|
|
(57,573
|
)
|
|
|
(48,113
|
)
|
|
|
(52,490
|
)
|
|
|
(41,444
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Funded status
|
|
$
|
(43,378
|
)
|
|
$
|
(49,132
|
)
|
|
$
|
(36,859
|
)
|
|
$
|
(42,366
|
)
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Deferred taxes related to prior service cost recognized in other comprehensive income
|
|
$
|
560
|
|
|
$
|
—
|
|
|
$
|
560
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
|
|
(in millions)
|
|
|||||||||||||
Projected benefit obligation
|
|
$
|
60.8
|
|
|
$
|
51.0
|
|
$
|
55.3
|
|
|
$
|
44.0
|
|
|
Accumulated benefit obligation
|
|
|
58.5
|
|
|
|
46.5
|
|
|
53.2
|
|
|
|
39.9
|
|
|
Fair value of plan assets
|
|
|
—
|
|
|
|
1.9
|
|
|
—
|
|
|
|
1.6
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||||||||||||||
|
|
United
States
|
|
|
Foreign
|
|
|
United
States
|
|
|
Foreign
|
|
|
United
States
|
|
|
Foreign
|
|
||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||
Components of Net Periodic Pension Cost (Income):
|
|
|
|
|||||||||||||||||||||
Service cost
|
|
$
|
1,773
|
|
|
$
|
907
|
|
|
$
|
1,608
|
|
|
$
|
751
|
|
|
$
|
2,196
|
|
|
$
|
786
|
|
Interest cost
|
|
|
5,770
|
|
|
|
516
|
|
|
|
7,189
|
|
|
|
691
|
|
|
|
8,940
|
|
|
|
687
|
|
Expected return on plan assets
|
|
|
(4,840
|
)
|
|
|
(65
|
)
|
|
|
(6,042
|
)
|
|
|
(29
|
)
|
|
|
(9,049
|
)
|
|
|
(19
|
)
|
Amortization of prior service cost
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
58
|
|
|
|
—
|
|
Net actuarial loss (gain)
|
|
|
6,463
|
|
|
|
2,949
|
|
|
|
2,973
|
|
|
|
4,485
|
|
|
|
(4,429
|
)
|
|
|
743
|
|
Settlement loss
|
|
|
451
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
345
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net periodic pension cost (income)
|
|
$
|
9,617
|
|
|
$
|
4,307
|
|
|
$
|
5,728
|
|
|
$
|
5,898
|
|
|
$
|
(1,939
|
)
|
|
$
|
2,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
|
|
|
|
|
|
|
||||||||||||||||||
Reversal of amortization items:
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(58
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total recognized in other comprehensive income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(58
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total recognized in net periodic pension cost (income) and other comprehensive income
|
|
$
|
9,617
|
|
|
$
|
4,307
|
|
|
$
|
5,728
|
|
|
$
|
5,898
|
|
|
$
|
(1,997
|
)
|
|
$
|
2,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||||||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||||
Discount rate
|
|
|
2.8
|
%
|
|
|
1.1
|
%
|
|
|
4.1
|
%
|
|
|
1.8
|
%
|
|
|
3.4
|
%
|
|
|
1.8
|
%
|
Expected return on plan assets
|
|
|
3.0
|
|
|
|
3.8
|
|
|
|
4.3
|
|
|
|
2.0
|
|
|
|
4.3
|
|
|
|
1.5
|
|
Salary progression rate
|
|
|
2.6
|
|
|
|
2.5
|
|
|
|
2.3
|
|
|
|
2.5
|
|
|
|
2.3
|
|
|
|
2.7
|
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
Discount rate
|
|
|
2.2
|
%
|
|
|
0.7
|
%
|
|
|
3.0
|
%
|
|
|
1.1
|
%
|
Salary progression rate
|
|
|
2.4
|
|
|
|
2.3
|
|
|
|
2.6
|
|
|
|
2.5
|
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
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
|
%
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|||||||||||||||||||||||||||||
|
|
United States
|
|
|
Foreign
|
|
||||||||||||||||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level
|
|
|
Total
|
|
|
Level
|
|
|
Level 2
|
|
|
Level
|
|
|
Total
|
|
||||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Corporate debt securities
|
|
$
|
—
|
|
|
$
|
127,098
|
|
|
$
|
—
|
|
|
$
|
127,098
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government securities
|
|
|
—
|
|
|
|
22,250
|
|
|
|
—
|
|
|
|
22,250
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Global equity
|
|
|
—
|
|
|
|
7,925
|
|
|
|
—
|
|
|
|
7,925
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Other
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,856
|
|
|
|
—
|
|
|
|
1,856
|
|
Cash and cash equivalents
|
|
|
1,582
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,582
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total
|
|
$
|
1,582
|
|
|
$
|
157,273
|
|
|
$
|
—
|
|
|
$
|
158,855
|
|
|
$
|
—
|
|
|
$
|
1,856
|
|
|
$
|
—
|
|
|
$
|
1,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|||||||||||||||||||||||||||||
|
|
United States
|
|
|
Foreign
|
|
||||||||||||||||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level
|
|
|
Total
|
|
|
Level
|
|
|
Level 2
|
|
|
Level
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
Foreign
|
|
||
|
|
(in thousands)
|
|
|||||
2021
|
|
$
|
8,902
|
|
|
$
|
1,058
|
|
2022
|
|
|
8,782
|
|
|
|
1,063
|
|
2023
|
|
|
9,189
|
|
|
|
1,313
|
|
2024
|
|
|
9,815
|
|
|
|
1,192
|
|
2025
|
|
|
10,374
|
|
|
|
1,140
|
|
2026-2030
|
|
|
54,145
|
|
|
|
7,053
|
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Assets and Obligations
|
|
|
||||||
Change in benefit obligation:
|
|
|
||||||
Projected benefit obligation:
|
|
|
||||||
Beginning of year
|
|
$
|
9,003
|
|
|
$
|
9,256
|
|
Service cost
|
|
|
57
|
|
|
|
41
|
|
Interest cost
|
|
|
240
|
|
|
|
347
|
|
Actuarial loss
|
|
|
421
|
|
|
|
717
|
|
Benefits paid
|
|
|
(1,205
|
)
|
|
|
(1,358
|
)
|
End of year
|
|
|
8,515
|
|
|
|
9,003
|
|
Change in plan assets:
|
|
|
||||||
Fair value of plan assets:
|
|
|
||||||
Beginning of year
|
|
|
—
|
|
|
|
—
|
|
Company contributions
|
|
|
1,205
|
|
|
|
1,358
|
|
Benefits paid
|
|
|
(1,205
|
)
|
|
|
(1,358
|
)
|
End of year
|
|
|
—
|
|
|
|
—
|
|
Funded status
|
|
$
|
(8,515
|
)
|
|
$
|
(9,003
|
)
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Accrued employees’ compensation and withholdings
|
|
$
|
(1,161
|
)
|
|
$
|
(1,231
|
)
|
Retirement plans liability
|
|
|
(7,354
|
)
|
|
|
(7,772
|
)
|
|
|
|
|
|||||
Funded status
|
|
$
|
(8,515
|
)
|
|
$
|
(9,003
|
)
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Prior service credit, before tax
|
|
$
|
(49
|
)
|
|
$
|
(58
|
)
|
Deferred taxes
|
|
|
(1,686
|
)
|
|
|
(1,684
|
)
|
|
|
|
|
|||||
Total recognized in other comprehensive income, net of tax
|
|
$
|
(1,735
|
)
|
|
$
|
(1,742
|
)
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Components of Net Periodic Postretirement Benefit Cost (income):
|
|
|
|
|||||||||
Service cost
|
|
$
|
57
|
|
|
$
|
41
|
|
|
$
|
39
|
|
Interest cost
|
|
|
240
|
|
|
|
347
|
|
|
|
196
|
|
Amortization of prior service credit
|
|
|
(9
|
)
|
|
|
(191
|
)
|
|
|
(373
|
)
|
Net actuarial loss
|
|
|
421
|
|
|
|
717
|
|
|
|
25
|
|
Special termination benefits
|
|
|
—
|
|
|
|
—
|
|
|
|
3,708
|
|
|
|
|
|
|
|
|||||||
Total net periodic postretirement benefit cost
|
|
|
709
|
|
|
|
914
|
|
|
|
3,595
|
|
|
|
|
|
|
|
|||||||
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
|
|
|
|
|||||||||
Reversal of amortization items:
|
|
|
|
|||||||||
Prior service credit
|
|
|
9
|
|
|
|
191
|
|
|
|
373
|
|
|
|
|
|
|
|
|||||||
Total recognized in other comprehensive income
|
|
|
9
|
|
|
|
191
|
|
|
|
373
|
|
|
|
|
|
|
|
|||||||
Total recognized in net periodic postretirement cost and other comprehensive income
|
|
$
|
718
|
|
|
$
|
1,105
|
|
|
$
|
3,968
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Discount rate
|
|
|
3.0
|
%
|
|
|
4.0
|
%
|
|
|
3.4
|
%
|
Initial health care cost trend rate
|
|
|
7.1
|
|
|
|
7.5
|
|
|
|
7.9
|
|
Ultimate health care cost trend rate
|
|
|
4.5
|
|
|
|
4.5
|
|
|
|
4.5
|
|
Year in which ultimate health care cost trend rate is reached
|
|
|
2026
|
|
|
|
2026
|
|
|
|
2026
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Discount rate
|
|
|
2.2
|
%
|
|
|
3.0
|
%
|
|
|
4.0
|
%
|
Initial medical trend
|
|
|
7.3
|
|
|
|
7.1
|
|
|
|
7.5
|
|
Ultimate health care trend
|
|
|
4.5
|
|
|
|
4.5
|
|
|
|
4.5
|
|
Medical cost trend rate decrease to ultimate rate in year
|
|
|
2029
|
|
|
|
2026
|
|
|
|
2026
|
|
|
|
Benefit Payments
|
|
|
|
|
(in thousands)
|
|
|
2021
|
|
$
|
1,161
|
|
2022
|
|
|
961
|
|
2023
|
|
|
786
|
|
2024
|
|
|
646
|
|
2025
|
|
|
533
|
|
2026-2030
|
|
|
1,601
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Risk-free interest rate
|
|
|
1.5
|
%
|
|
|
2.6
|
%
|
|
|
2.2
|
%
|
Teradyne volatility-historical
|
|
|
34.9
|
%
|
|
|
31.9
|
%
|
|
|
26.8
|
%
|
NYSE Composite Index volatility-historical
|
|
|
11.4
|
%
|
|
|
11.9
|
%
|
|
|
12.4
|
%
|
Dividend yield
|
|
|
0.6
|
%
|
|
|
1.0
|
%
|
|
|
0.8
|
%
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Expected life (years)
|
|
|
5.0
|
|
|
|
5.0
|
|
|
|
5.0
|
|
Risk-free interest rate
|
|
|
1.5
|
%
|
|
|
2.5
|
%
|
|
|
2.4
|
%
|
Volatility-historical
|
|
|
32.0
|
%
|
|
|
30.1
|
%
|
|
|
26.4
|
%
|
Dividend yield
|
|
|
0.5
|
%
|
|
|
1.0
|
%
|
|
|
0.8
|
%
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Restricted Stock Units:
|
|
|
|
|||||||||
Non-vested at January 1
|
|
|
2,269
|
|
|
|
2,454
|
|
|
|
3,174
|
|
Awarded
|
|
|
616
|
|
|
|
1,139
|
|
|
|
790
|
|
Vested
|
|
|
(1,028
|
)
|
|
|
(1,237
|
)
|
|
|
(1,382
|
)
|
Forfeited
|
|
|
(68
|
)
|
|
|
(87
|
)
|
|
|
(128
|
)
|
|
|
|
|
|
|
|||||||
Non-vested at December 31
|
|
|
1,789
|
|
|
|
2,269
|
|
|
|
2,454
|
|
|
|
|
|
|
|
|||||||
Stock Options:
|
|
|
|
|||||||||
Outstanding at January 1
|
|
|
319
|
|
|
|
506
|
|
|
|
531
|
|
Granted
|
|
|
56
|
|
|
|
102
|
|
|
|
69
|
|
Exercised
|
|
|
(159
|
)
|
|
|
(280
|
)
|
|
|
(94
|
)
|
Forfeited
|
|
|
— |
|
|
|
(7
|
)
|
|
|
— |
|
Expired
|
|
|
— |
|
|
|
(2
|
)
|
|
|
— |
|
|
|
|
|
|
|
|||||||
Outstanding at December 31
|
|
|
216
|
|
|
|
319
|
|
|
|
506
|
|
|
|
|
|
|
|
|||||||
Vested and expected to vest at December 31
|
|
|
216
|
|
|
|
319
|
|
|
|
506
|
|
|
|
|
|
|
|
|||||||
Exercisable at December 31
|
|
|
27
|
|
|
|
85
|
|
|
|
256
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Shares available:
|
|
|
|
|||||||||
Available for grant at January 1
|
|
|
6,727
|
|
|
|
7,874
|
|
|
|
8,605
|
|
Options granted
|
|
|
(56
|
)
|
|
|
(102
|
)
|
|
|
(69
|
)
|
Options forfeited
|
|
|
—
|
|
|
|
7
|
|
|
|||
Restricted stock units awarded
|
|
|
(616
|
)
|
|
|
(1,139
|
)
|
|
|
(790
|
)
|
Restricted stock units forfeited
|
|
|
68
|
|
|
|
87
|
|
|
|
128
|
|
|
|
|
|
|
|
|||||||
Available for grant at December 31
|
|
|
6,123
|
|
|
|
6,727
|
|
|
|
7,874
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Non-vested at January 1
|
|
$
|
35.58
|
|
|
$
|
29.22
|
|
|
$
|
21.71
|
|
Awarded
|
|
|
72.76
|
|
|
|
39.08
|
|
|
|
45.99
|
|
Vested
|
|
|
31.53
|
|
|
|
23.59
|
|
|
|
20.20
|
|
Forfeited
|
|
|
45.36
|
|
|
|
35.60
|
|
|
|
24.67
|
|
Non-vested at December 31
|
|
$
|
47.84
|
|
|
$
|
35.58
|
|
|
$
|
29.22
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Vested
|
|
$
|
71,582
|
|
|
$
|
46,110
|
|
|
$
|
63,688
|
|
Outstanding
|
|
|
214,509
|
|
|
|
154,752
|
|
|
|
77,015
|
|
Expected to vest
|
|
|
210,301
|
|
|
|
152,374
|
|
|
|
77,187
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Outstanding
|
|
|
0.96
|
|
|
|
1.02
|
|
|
|
0.92
|
|
Expected to vest
|
|
|
0.96
|
|
|
|
1.02
|
|
|
|
0.91
|
|
|
|
2020
|
|
|
Outstanding at January 1
|
|
$
|
29.91
|
|
Options granted
|
|
|
72.61
|
|
Options exercised
|
|
|
23.77
|
|
Options forfeited
|
|
|
—
|
|
Options cancelled
|
|
|
—
|
|
Outstanding at December 31
|
|
|
45.59
|
|
Exercisable at December 31
|
|
|
23.51
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Exercised
|
|
$
|
9,682
|
|
|
$
|
9,232
|
|
|
$
|
2,960
|
|
Outstanding
|
|
|
16,083
|
|
|
|
12,218
|
|
|
|
7,359
|
|
Vested and expected to vest
|
|
|
13,499
|
|
|
|
7,701
|
|
|
|
7,359
|
|
Exercisable
|
|
|
2,584
|
|
|
|
4,517
|
|
|
|
5,905
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Outstanding
|
|
|
4.6
|
|
|
|
4.2
|
|
|
|
3.6
|
|
Vested and expected to vest
|
|
|
4.9
|
|
|
|
5.0
|
|
|
|
3.6
|
|
Exercisable
|
|
|
2.5
|
|
|
|
2.1
|
|
|
|
2.4
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Cost of revenues
|
|
$
|
4,227
|
|
|
$
|
3,480
|
|
|
$
|
3,129
|
|
Engineering and development
|
|
|
12,039
|
|
|
|
9,913
|
|
|
|
9,181
|
|
Selling and administrative
|
|
|
28,640
|
|
|
|
24,504
|
|
|
|
21,267
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation
|
|
|
44,906
|
|
|
|
37,897
|
|
|
|
33,577
|
|
Income tax benefit
|
|
|
(13,060
|
)
|
|
|
(8,360
|
)
|
|
|
(12,036
|
)
|
|
|
|
|
|
|
|||||||
Total stock-based compensation expense after income taxes
|
|
$
|
31,846
|
|
|
$
|
29,537
|
|
|
$
|
21,541
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Income before income taxes:
|
|
|
|
|||||||||
U.S.
|
|
$
|
312,153
|
|
|
$
|
192,442
|
|
|
$
|
189,691
|
|
Non-U.S.
|
|
|
588,862
|
|
|
|
333,330
|
|
|
|
278,110
|
|
|
|
|
|
|
|
|||||||
|
$
|
901,015
|
|
|
$
|
525,772
|
|
|
$
|
467,801
|
|
|
|
|
|
|
|
|
|||||||
Provision (benefit) for income taxes:
|
|
|
|
|||||||||
Current:
|
|
|
|
|||||||||
U.S. Federal
|
|
$
|
58,678
|
|
|
$
|
19,297
|
|
|
$
|
(59,122
|
)
|
Non-U.S.
|
|
|
75,193
|
|
|
|
52,810
|
|
|
|
45,083
|
|
State
|
|
|
(1,315
|
)
|
|
|
(4,347
|
)
|
|
|
1,721
|
|
|
|
|
|
|
|
|||||||
|
|
132,556
|
|
|
|
67,760
|
|
|
|
(12,318
|
)
|
|
|
|
|
|
|
|
|||||||
Deferred:
|
|
|
|
|||||||||
U.S. Federal
|
|
|
(12,604
|
)
|
|
|
(4,522
|
)
|
|
|
29,252
|
|
Non-U.S.
|
|
|
(5,127
|
)
|
|
|
(8,007
|
)
|
|
|
(1,243
|
)
|
State
|
|
|
2,043
|
|
|
|
3,073
|
|
|
|
331
|
|
|
|
|
|
|
|
|||||||
|
|
(15,688
|
)
|
|
|
(9,456
|
)
|
|
|
28,340
|
|
|
|
|
|
|
|
|
|||||||
Total provision for income taxes:
|
|
$
|
116,868
|
|
|
$
|
58,304
|
|
|
$
|
16,022
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
U.S. statutory federal tax rate
|
|
|
21.0
|
%
|
|
|
21.0
|
%
|
|
|
21.0
|
%
|
U.S. global intangible low-taxed income
|
|
|
5.7
|
|
|
|
6.2
|
|
|
|
0.3
|
|
State income taxes, net of federal tax benefit
|
|
|
0.3
|
|
|
|
0.5
|
|
|
|
0.1
|
|
Foreign taxes
|
|
|
(5.6
|
)
|
|
|
(4.0
|
)
|
|
|
(2.0
|
)
|
Foreign tax credits
|
|
|
(4.8
|
)
|
|
|
(5.9
|
)
|
|
|
(2.2
|
)
|
U.S. foreign derived intangible income
|
|
|
(2.2
|
)
|
|
|
(2.6
|
)
|
|
|
(1.8
|
)
|
U.S. research and development credit
|
|
|
(1.3
|
)
|
|
|
(1.8
|
)
|
|
|
(2.2
|
)
|
Equity compensation
|
|
|
(0.6
|
)
|
|
|
(0.7
|
)
|
|
|
(1.2
|
)
|
Uncertain tax positions
|
|
|
(0.1
|
)
|
|
|
(4.3
|
)
|
|
|
1.0
|
|
U.S. transition tax
|
|
|
—
|
|
|
|
1.9
|
|
|
|
(10.5
|
)
|
Impact of rate change on deferred taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
0.3
|
|
Other, net
|
|
|
0.6
|
|
|
|
0.8
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|||||||
|
|
13.0
|
%
|
|
|
11.1
|
%
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Deferred tax assets:
|
|
|
||||||
Tax credits
|
|
$
|
87,595
|
|
|
$
|
79,480
|
|
Accruals
|
|
|
33,156
|
|
|
|
25,424
|
|
Pension liabilities
|
|
|
28,348
|
|
|
|
24,459
|
|
Inventory valuations
|
|
|
18,427
|
|
|
|
18,572
|
|
Lease liability
|
|
|
12,627
|
|
|
|
13,093
|
|
Deferred revenue
|
|
|
9,235
|
|
|
|
7,622
|
|
Equity compensation
|
|
|
6,543
|
|
|
|
7,042
|
|
Vacation accrual
|
|
|
5,890
|
|
|
|
4,768
|
|
Investment impairment
|
|
|
3,292
|
|
|
|
3,292
|
|
Net operating loss carryforwards
|
|
|
1,823
|
|
|
|
2,705
|
|
Other
|
|
|
626
|
|
|
|
187
|
|
|
|
|
|
|||||
Gross deferred tax assets
|
|
|
207,562
|
|
|
|
186,644
|
|
Less: valuation allowance
|
|
|
(84,962
|
)
|
|
|
(77,177
|
)
|
|
|
|
|
|||||
Total deferred tax assets
|
|
$
|
122,600
|
|
|
$
|
109,467
|
|
|
|
|
|
|||||
Deferred tax liabilities:
|
|
|
||||||
Depreciation
|
|
$
|
(14,525
|
)
|
|
$
|
(18,238
|
)
|
Intangible assets
|
|
|
(12,726
|
)
|
|
|
(16,705
|
)
|
Right of use assets
|
|
|
(10,688
|
)
|
|
|
(11,197
|
)
|
Contingent consideration
|
|
|
(3,515
|
)
|
|
|
— |
|
Marketable securities
|
|
|
(3,344
|
)
|
|
|
(1,601
|
)
|
Other
|
|
|
(710
|
)
|
|
|
(611
|
)
|
|
|
|
|
|||||
Total deferred tax liabilities
|
|
$
|
(45,508
|
)
|
|
$
|
(48,352
|
)
|
|
|
|
|
|||||
Net deferred assets
|
|
$
|
77,092
|
|
|
$
|
61,115
|
|
|
|
|
|
|
|
State
Operating Loss
Carryforwards
|
|
|
Foreign
Operating Loss
Carryforwards
|
|
||
|
|
(in thousands)
|
|
|||||
2021
|
|
$
|
333
|
|
|
$
|
— |
|
2022
|
|
|
2,203
|
|
|
|
— |
|
2023
|
|
|
3,368
|
|
|
|
— |
|
2024
|
|
|
812
|
|
|
|
— |
|
2025
|
|
|
191
|
|
|
|
— |
|
2026-2030
|
|
|
7,452
|
|
|
|
— |
|
2031-2035
|
|
|
2,147
|
|
|
|
68
|
|
Beyond 2035
|
|
|
73
|
|
|
|
— |
|
Non-expiring
|
|
|
870
|
|
|
|
3,923
|
|
|
|
|
|
|||||
Total
|
|
$
|
17,449
|
|
|
$
|
3,991
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Beginning balance as of January 1
|
|
$
|
21,180
|
|
|
$
|
43,395
|
|
|
$
|
36,263
|
|
Additions:
|
|
|
|
|||||||||
Tax positions for current year
|
|
|
1,082
|
|
|
|
1,322
|
|
|
|
4,716
|
|
Tax positions for prior years
|
|
|
66
|
|
|
|
8,043
|
|
|
|
2,626
|
|
Reductions:
|
|
|
|
|||||||||
Tax positions for prior years
|
|
|
(2,989
|
)
|
|
|
(31,397
|
)
|
|
|
(153
|
)
|
Expiration of statutes
|
|
|
(1,436
|
)
|
|
|
(183
|
)
|
|
|
(57
|
)
|
|
|
|
|
|
|
|||||||
Ending balance as of December 31
|
|
$
|
17,903
|
|
|
$
|
21,180
|
|
|
$
|
43,395
|
|
|
|
|
|
|
|
|
|
Semiconductor
Test
|
|
|
System
Test
|
|
|
Industrial
Automation
|
|
|
Wireless
Test
|
|
|
Corporate
and Other
|
|
|
Consolidated
|
|
||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||
2020
|
|
|
|
|
|
|
||||||||||||||||||
Revenues
|
|
$
|
2,259,597
|
|
|
$
|
409,729
|
|
|
$
|
279,731
|
|
|
$
|
173,016
|
|
|
$
|
(604
|
)
|
|
$
|
3,121,469
|
|
Income (loss) before taxes (1)(2)
|
|
|
739,695
|
|
|
|
152,092
|
|
|
|
(24,019
|
)
|
|
|
41,950
|
|
|
|
(8,703
|
)
|
|
|
901,015
|
|
Total assets (3)
|
|
|
1,070,378
|
|
|
|
138,295
|
|
|
|
712,936
|
|
|
|
106,273
|
|
|
|
1,624,464
|
|
|
|
3,652,346
|
|
Property additions
|
|
|
168,055
|
|
|
|
3,092
|
|
|
|
8,899
|
|
|
|
4,931
|
|
|
|
—
|
|
|
|
184,977
|
|
Depreciation and amortization expense
|
|
|
64,998
|
|
|
|
3,426
|
|
|
|
36,242
|
|
|
|
6,258
|
|
|
|
15,819
|
|
|
|
126,743
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,552,571
|
|
|
$
|
287,455
|
|
|
$
|
298,139
|
|
|
$
|
157,315
|
|
|
$
|
(515
|
)
|
|
$
|
2,294,965
|
|
Income (loss) before taxes (1)(2)
|
|
|
416,973
|
|
|
|
93,543
|
|
|
|
(5,916
|
)
|
|
|
35,585
|
|
|
|
(14,413
|
)
|
|
|
525,772
|
|
Total assets (3)
|
|
|
784,808
|
|
|
|
131,428
|
|
|
|
671,559
|
|
|
|
97,299
|
|
|
|
1,101,920
|
|
|
|
2,787,014
|
|
Property additions
|
|
|
112,145
|
|
|
|
3,059
|
|
|
|
9,076
|
|
|
|
10,362
|
|
|
|
—
|
|
|
|
134,642
|
|
Depreciation and amortization expense
|
|
|
59,197
|
|
|
|
5,518
|
|
|
|
40,904
|
|
|
|
5,365
|
|
|
|
9,671
|
|
|
|
120,655
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,492,417
|
|
|
$
|
216,132
|
|
|
$
|
261,452
|
|
|
$
|
132,006
|
|
|
$
|
(1,205
|
)
|
|
$
|
2,100,802
|
|
Income (loss) before taxes (1)(2)
|
|
|
397,645
|
|
|
|
48,857
|
|
|
|
7,670
|
|
|
|
29,052
|
|
|
|
(15,423
|
)
|
|
|
467,801
|
|
Total assets (3)
|
|
|
669,452
|
|
|
|
88,098
|
|
|
|
607,502
|
|
|
|
77,570
|
|
|
|
1,263,984
|
|
|
|
2,706,606
|
|
Property additions
|
|
|
94,496
|
|
|
|
3,469
|
|
|
|
11,188
|
|
|
|
5,226
|
|
|
|
—
|
|
|
|
114,379
|
|
Depreciation and amortization expense
|
|
|
58,095
|
|
|
|
6,430
|
|
|
|
36,755
|
|
|
|
5,328
|
|
|
|
6,616
|
|
|
|
113,224
|
|
(1)
|
Included in Corporate and Other are: contingent consideration adjustments, investment impairment, pension and postretirement plans actuarial gains (losses), severance charges, 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,
|
|
|||||||||
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Semiconductor Test:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues—inventory charge
|
|
$
|
11,013
|
|
|
$
|
8,731
|
|
|
$
|
6,822
|
|
Contract termination settlement fee
|
|
|
4,000
|
|
|
— |
|
|
— |
|
||
Restructuring and other—employee severance
|
|
|
— |
|
|
|
1,277
|
|
|
|
8,429
|
|
System Test:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues—inventory charge
|
|
$
|
887
|
|
|
$
|
2,000
|
|
|
$
|
1,175
|
|
Industrial Automation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other—acquisition related expenses and compensation
|
|
$
|
985
|
|
|
$
|
741
|
|
|
$
|
1,163
|
|
Cost of revenues—inventory charge
|
|
|
834
|
|
|
|
508
|
|
|
|
680
|
|
Restructuring and other—employee severance
|
|
|
1,584
|
|
|
|
796
|
|
|
|
— |
|
Wireless:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues—inventory charge
|
|
$
|
4,800
|
|
|
$
|
4,005
|
|
|
$
|
2,565
|
|
Corporate and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other—AutoGuide contingent consideration adjustment
|
|
$
|
(19,724
|
)
|
|
$
|
2,976
|
|
|
$
|
— |
|
Restructuring and other—MiR contingent consideration adjustment
|
|
|
(3,546
|
)
|
|
|
(22,199
|
)
|
|
|
17,666
|
|
Restructuring and other—acquisition related expenses and compensation
|
|
|
1,728
|
|
|
|
1,765
|
|
|
|
3,422
|
|
Other (income) expense, net—investment impairment charge
|
|
|
— |
|
|
|
15,000
|
|
|
|
— |
|
Selling and administrative—equity modification charge
|
|
|
766
|
|
|
|
2,108
|
|
|
|
— |
|
Restructuring and other—Universal Robots contingent consideration adjustment
|
|
|
— |
|
|
|
— |
|
|
|
(16,679
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Revenues from customers (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Taiwan
|
|
$
|
1,178,068
|
|
|
$
|
485,681
|
|
|
$
|
516,322
|
|
China
|
|
|
465,722
|
|
|
|
514,327
|
|
|
|
348,942
|
|
Korea
|
|
|
391,571
|
|
|
|
239,504
|
|
|
|
163,224
|
|
United States
|
|
|
321,674
|
|
|
|
333,059
|
|
|
|
282,869
|
|
Europe
|
|
|
205,587
|
|
|
|
219,015
|
|
|
|
223,207
|
|
Japan
|
|
|
143,983
|
|
|
|
175,322
|
|
|
|
158,281
|
|
Thailand
|
|
|
138,787
|
|
|
|
87,503
|
|
|
|
59,184
|
|
Singapore
|
|
|
76,460
|
|
|
|
84,111
|
|
|
|
108,618
|
|
Philippines
|
|
|
68,887
|
|
|
|
54,560
|
|
|
|
77,996
|
|
Malaysia
|
|
|
56,096
|
|
|
|
58,200
|
|
|
|
122,797
|
|
Rest of the World
|
|
|
74,634
|
|
|
|
43,683
|
|
|
|
39,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,121,469
|
|
|
$
|
2,294,965
|
|
|
$
|
2,100,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Revenues attributable to a country are based on location of customer site.
|
|
|
United States
|
|
|
Foreign(1)
|
|
|
Total
|
|
|||
|
|
(in thousands)
|
|
|||||||||
December 31, 2020
|
|
$
|
291,234
|
|
|
$
|
158,135
|
|
|
$
|
449,369
|
|
December 31, 2019
|
|
$
|
252,812
|
|
|
$
|
124,943
|
|
|
$
|
377,755
|
|
(1)
|
As of December 31, 2020 and 2019, long-lived assets attributable to Singapore were $62.5 million and $35.2 million, respectively.
|
|
|
2020
|
|
|||||||||||||
|
|
1st Quarter
|
|
|
2nd Quarter
|
|
|
3rd Quarter
|
|
|
4th Quarter
|
|
||||
|
|
(1)
|
|
|
(2)(5)
|
|
|
(3)(5)
|
|
|
(4)(5)
|
|
||||
|
|
(in thousands, except per share amounts)
|
|
|||||||||||||
Revenues:
|
|
|
|
|
||||||||||||
Products
|
|
$
|
610,906
|
|
|
$
|
734,630
|
|
|
$
|
697,745
|
|
|
$
|
647,625
|
|
Services
|
|
|
93,449
|
|
|
|
104,031
|
|
|
|
121,739
|
|
|
|
111,343
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
|
|
704,355
|
|
|
|
838,661
|
|
|
|
819,484
|
|
|
|
758,968
|
|
Cost of revenues:
|
|
|
|
|
||||||||||||
Cost of products
|
|
|
259,996
|
|
|
|
322,732
|
|
|
|
300,174
|
|
|
|
274,574
|
|
Cost of services
|
|
|
38,809
|
|
|
|
44,456
|
|
|
|
60,382
|
|
|
|
34,605
|
|
|
|
|
|
|
|
|
|
|||||||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
|
|
298,805
|
|
|
|
367,188
|
|
|
|
360,556
|
|
|
|
309,179
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit
|
|
|
405,550
|
|
|
|
471,473
|
|
|
|
458,928
|
|
|
|
449,789
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
||||||||||||
Selling and administrative
|
|
|
111,388
|
|
|
|
113,259
|
|
|
|
115,840
|
|
|
|
124,279
|
|
Engineering and development
|
|
|
85,159
|
|
|
|
94,102
|
|
|
|
94,909
|
|
|
|
100,795
|
|
Acquired intangible assets amortization
|
|
|
9,891
|
|
|
|
8,941
|
|
|
|
6,219
|
|
|
|
5,752
|
|
Restructuring and other
|
|
|
(7,606
|
)
|
|
|
37,222
|
|
|
|
(27,701
|
)
|
|
|
(15,117
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses
|
|
|
198,832
|
|
|
|
253,524
|
|
|
|
189,267
|
|
|
|
215,709
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from operations
|
|
|
206,718
|
|
|
|
217,949
|
|
|
|
269,661
|
|
|
|
234,080
|
|
Non-operating (income) expense:
|
|
|
|
|
||||||||||||
Interest income
|
|
|
(2,751
|
)
|
|
|
(1,368
|
)
|
|
|
(1,071
|
)
|
|
|
(793
|
)
|
Interest expense
|
|
|
5,551
|
|
|
|
6,043
|
|
|
|
6,237
|
|
|
|
6,351
|
|
Other (income) expense, net
|
|
|
6,849
|
|
|
|
(4,017
|
)
|
|
|
764
|
|
|
|
5,597
|
|
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes
|
|
|
197,069
|
|
|
|
217,291
|
|
|
|
263,731
|
|
|
|
222,925
|
|
Income tax provision
|
|
|
20,878
|
|
|
|
28,383
|
|
|
|
41,013
|
|
|
|
26,595
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
|
$
|
176,191
|
|
|
$
|
188,908
|
|
|
$
|
222,718
|
|
|
$
|
196,330
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per common share—basic
|
|
$
|
1.06
|
|
|
$
|
1.14
|
|
|
$
|
1.34
|
|
|
$
|
1.18
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per common share—diluted
|
|
$
|
0.97
|
|
|
$
|
1.05
|
|
|
$
|
1.21
|
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash dividend declared per common share
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
(1)
|
Restructuring and other includes a $10.0 million gain for the decrease in the fair value of the AutoGuide and MiR contingent consideration liabilities, partially offset by $1.4 million of acquisition related compensation and expenses and $0.7 million of severance charges related to headcount reductions primarily in Industrial Automation and Semiconductor Test.
|
(2)
|
Restructuring and other includes a $29.9 million charge for the increase in the fair value of the AutoGuide contingent consideration liability, a $4.0 million contract termination settlement charge, $3.1 million of
|
acquisition related compensation and expense and $0.8 million of other expenses, partially offset by a $0.6 million gain for the decrease in the fair value of MiR contingent consideration liability.
|
(3)
|
Restructuring and other includes a $27.2 million gain for the decrease in the fair value of AutoGuide contingent consideration liability, and a $1.1 million gain for the decrease in acquisition related compensation liability, partially offset by $0.5 million recorded for employee severance charges primarily in Industrial Automation.
|
(4)
|
Restructuring and other includes a $15.3 million gain for the decrease in the fair value adjustment to the AutoGuide acquisition contingent consideration liability, and a $0.9 million gain for the decrease in acquisition related compensation liability, partially offset by $1.1 million of employee severance charges primarily in Industrial Automation.
|
(5)
|
Teradyne recorded pension and post retirement net actuarial (gains) losses of $(0.1) million, $2.7 million, $7.7 million for the second, third and fourth quarter in 2020, respectively. See Note B: “Accounting Policies” for a discussion of Teradyne’s accounting policy.
|
|
|
2019
|
|
|||||||||||||
|
|
1st Quarter
|
|
|
2nd Quarter
|
|
|
3rd Quarter
|
|
|
4th Quarter
|
|
||||
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)(5)(6)
|
|
||||
|
|
(in thousands, except per share amounts)
|
|
|||||||||||||
Revenues:
|
|
|
|
|
||||||||||||
Products
|
|
$
|
393,442
|
|
|
$
|
457,511
|
|
|
$
|
488,170
|
|
|
$
|
548,552
|
|
Services
|
|
|
100,657
|
|
|
|
106,667
|
|
|
|
93,868
|
|
|
|
106,098
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
|
|
494,099
|
|
|
|
564,178
|
|
|
|
582,038
|
|
|
|
654,650
|
|
Cost of revenues:
|
|
|
|
|
||||||||||||
Cost of products
|
|
|
165,368
|
|
|
|
193,299
|
|
|
|
197,196
|
|
|
|
226,184
|
|
Cost of services
|
|
|
41,096
|
|
|
|
46,961
|
|
|
|
39,804
|
|
|
|
45,228
|
|
|
|
|
|
|
|
|
|
|||||||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
|
|
206,464
|
|
|
|
240,260
|
|
|
|
237,000
|
|
|
|
271,412
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit
|
|
|
287,635
|
|
|
|
323,918
|
|
|
|
345,038
|
|
|
|
383,238
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
||||||||||||
Selling and administrative
|
|
|
102,013
|
|
|
|
108,811
|
|
|
|
109,166
|
|
|
|
117,092
|
|
Engineering and development
|
|
|
76,791
|
|
|
|
81,434
|
|
|
|
77,804
|
|
|
|
86,794
|
|
Acquired intangible assets amortization
|
|
|
10,634
|
|
|
|
10,083
|
|
|
|
9,647
|
|
|
|
9,784
|
|
Restructuring and other
|
|
|
5,112
|
|
|
|
(10,404
|
)
|
|
|
(6,500
|
)
|
|
|
(2,088
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses
|
|
|
194,550
|
|
|
|
189,924
|
|
|
|
190,117
|
|
|
|
211,582
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from operations
|
|
|
93,085
|
|
|
|
133,994
|
|
|
|
154,921
|
|
|
|
171,656
|
|
Non-operating (income) expense:
|
|
|
|
|
||||||||||||
Interest income
|
|
|
(4,989
|
)
|
|
|
(4,384
|
)
|
|
|
(4,433
|
)
|
|
|
(3,185
|
)
|
Interest expense
|
|
|
5,520
|
|
|
|
5,800
|
|
|
|
5,463
|
|
|
|
5,441
|
|
Other (income) expense, net
|
|
|
(1,425
|
)
|
|
|
1,401
|
|
|
|
2,158
|
|
|
|
20,514
|
|
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes
|
|
|
93,979
|
|
|
|
131,177
|
|
|
|
151,733
|
|
|
|
148,886
|
|
Income tax provision (benefit)
|
|
|
(15,159
|
)
|
|
|
33,780
|
|
|
|
15,873
|
|
|
|
23,811
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
|
$
|
109,138
|
|
|
$
|
97,397
|
|
|
$
|
135,860
|
|
|
$
|
125,075
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per common share—basic
|
|
$
|
0.63
|
|
|
$
|
0.57
|
|
|
$
|
0.80
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per common share—diluted
|
|
$
|
0.62
|
|
|
$
|
0.55
|
|
|
$
|
0.75
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash dividend declared per common share
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
(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 MiR contingent consideration liability, partially offset by $0.8 million of employee severance charges and $0.5 million of acquisition related expenses and compensation.
|
(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.
|
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
|
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:
|
|
|
|
|
|
|||||||||||||||
2020 Allowance for doubtful account
|
|
$
|
1,736
|
|
|
$
|
356
|
|
|
$
|
32
|
|
|
$
|
90
|
|
|
$
|
2,034
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2019 Allowance for doubtful account
|
|
$
|
1,673
|
|
|
$
|
87
|
|
|
$
|
28
|
|
|
$
|
52
|
|
|
$
|
1,736
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2018 Allowance for doubtful account
|
|
$
|
2,219
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
566
|
|
|
$
|
1,673
|
|
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|||||||||||||||
2020 Inventory reserve
|
|
$
|
103,556
|
|
|
$
|
17,534
|
|
|
$
|
(521
|
)
|
|
$
|
9,982
|
|
|
$
|
110,587
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2019 Inventory reserve
|
|
$
|
100,779
|
|
|
$
|
15,244
|
|
|
$
|
(85
|
)
|
|
$
|
12,382
|
|
|
$
|
103,556
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2018 Inventory reserve
|
|
$
|
102,896
|
|
|
$
|
11,242
|
|
|
$
|
368
|
|
|
$
|
13,727
|
|
|
$
|
100,779
|
|
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|||||||||||||||
2020 Valuation allowance
|
|
$
|
77,177
|
|
|
$
|
7,785
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,962
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2019 Valuation allowance
|
|
$
|
69,852
|
|
|
$
|
7,325
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,177
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2018 Valuation allowance
|
|
$
|
63,919
|
|
|
$
|
6,333
|
|
|
$
|
—
|
|
|
$
|
400
|
|
|
$
|
69,852
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
3.1
|
|
Restated Articles of Organization.
|
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3.2
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Amended and Restated By-laws, as amended.
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4.1
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Indenture dated as of December 12, 2016, between Teradyne Inc. and Wilmington Trust, National Association, as trustee.
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4.2
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Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange Act.
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10.1†
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Standard Manufacturing Agreement entered into as of November 24, 2003 by and between Teradyne and Solectron.
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10.2†
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Second Amendment to Standard Manufacturing Agreement, dated as of August 27, 2007, by and between Teradyne and Solectron.
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10.3†
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Sixth Amendment to Standard Manufacturing Agreement, dated as of July 27, 2009, by and between Teradyne and Flextronics Corporation.
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10.4
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Addendum to Standard Manufacturing Agreement (Authorized Purchase Agreement)—Revised July 1, 2010.
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10.5
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Eighth Amendment to Standard Manufacturing Agreement, dated as of April 13, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD.
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10.6†
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Ninth Amendment to Standard Manufacturing Agreement, dated as of September 17, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD.
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10.7
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2006 Equity and Cash Compensation Incentive Plan, as amended. *
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Exhibit
No.
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Description
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SEC Document Reference
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10.8
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Danish Sub-Plan to the 2006 Equity and Cash Compensation Incentive Plan.
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10.9
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Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.*
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10.10
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Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.*
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10.11
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Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended. *
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10.12
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Form of Restricted Stock Unit Agreement for Directors under 2006 Equity and Cash Compensation Incentive Plan.*
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10.13
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1996 Employee Stock Purchase Plan, as amended.*
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10.14
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Danish Sub-Plan to the 1996 Employee Stock Purchase Plan.
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10.15
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Deferral Plan for Non-Employee Directors, as amended.*
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10.16
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Supplemental Savings Plan, as amended and restated.*
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10.17
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Supplemental Executive Retirement Plan, as restated.*
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10.18
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Agreement Regarding Termination Benefits dated January 22, 2014 between Teradyne and Mark Jagiela.*
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10.19
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Employment Agreement dated May 7, 2004 between Teradyne and Mark Jagiela.*
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10.20
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Executive Officer Retirement Agreement dated July 17, 2019 between Teradyne and Gregory R. Beecher.*
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10.21
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Executive Officer Change in Control Agreement dated January 22, 2014 between Teradyne and Mark Jagiela, as amended.*
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Exhibit
No.
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Description
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SEC Document Reference
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10.22
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Amended and Restated Executive Officer Change in Control Agreement dated May 26, 2009 between Teradyne and Charles J. Gray, as amended.*
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10.23
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Employment Agreement dated July 24, 2009 between Teradyne and Charles J. Gray.*
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10.24
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Amended and Restated Executive Officer Change in Control Agreement dated June 30, 2012 between Teradyne and Walter G. Vahey, as amended.*
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10.25
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Employment Agreement dated February 6, 2013 between Teradyne and Walter G. Vahey.*
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10.26
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Executive Officer Change in Control Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.*
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10.27
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Employment Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.*
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10.28
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Executive Change in Control Agreement dated February 8, 2016 between Teradyne, Inc. and Greg Smith.*
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10.29
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Employment Agreement dated February 8, 2016 between Teradyne, Inc. and Greg Smith.*
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10.30
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Teradyne Offer of Employment dated February 8, 2019 for Sanjay Mehta.*
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10.31
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Executive Officer Change in Control Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*
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10.32
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Employment Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*
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10.33
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Agreement Regarding Termination Benefits dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*
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10.34
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Executive Officer Change in Control Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.*
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10.35
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Employment Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.*
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10.36
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Time-Based Restricted Stock Unit Agreement dated May 1, 2019 for Sanjay Mehta under 2006 Equity and Cash Compensation Plan.*
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Exhibit
No.
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Description
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SEC Document Reference
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10.37
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Form of Indemnification Agreement.*
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10.38
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LitePoint Corporation 2002 Stock Plan.
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10.39
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Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Base Warrants.
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10.40
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Letter Agreement, dated December 6, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Base Warrants.
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10.41
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Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Warrants.
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10.42
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Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Base Call Option Transaction.
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10.43
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Letter Agreement, dated December 6, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Base Call Option Transaction.
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10.44
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Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Call Option Transaction.
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10.45
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Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Additional Warrants
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10.46
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Letter Agreement, dated December 9, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Additional Warrants.
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10.47
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Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Warrants.
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10.48
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Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Additional Call Option Transaction.
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10.49
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Letter Agreement, dated December 9, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Additional Call Option Transaction
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Exhibit
No.
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Description
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SEC Document Reference
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10.50
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Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Call Option Transaction.
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10.51
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Credit Agreement dated May 1, 2020 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto.
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21.1
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Subsidiaries of Teradyne.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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31.1
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Rule 13a-14(a) Certification of Principal Executive Officer.
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31.2
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Rule 13a-14(a) Certification of Principal Financial Officer.
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32.1
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Section 1350 Certification of Principal Executive Officer.
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32.2
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Section 1350 Certification of Principal Financial Officer.
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101
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The following financial information from Teradyne, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019, (ii) Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020, 2019 and 2018, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018, and (vi) the Notes to Consolidated Financial Statements.
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104
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The cover page of the Annual Report on Form 10-K formatted in Inline XBRL (included in Exhibit 101).
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†
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-Confidential treatment granted.
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*
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-Management contract or compensatory plan.
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TERADYNE, INC.
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||
By:
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/S/ SANJAY MEHTA
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Sanjay Mehta,
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Vice President, Chief Financial Officer and
Treasurer
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Signature
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Title
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Date
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/S/ ROY A. VALLEE
Roy A. Vallee
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Chair of the Board
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February 22, 2021
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/S/ MARK E. JAGIELA
Mark E. Jagiela
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Chief Executive Officer (Principal Executive Officer) and Director
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February 22, 2021
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/S/ SANJAY MEHTA
Sanjay Mehta
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Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
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February 22, 2021
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/S/ MICHAEL A. BRADLEY
Michael A. Bradley
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Director
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February 22, 2021
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/S/ EDWIN J. GILLIS
Edwin J. Gillis
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Director
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February 22, 2021
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/S/ TIMOTHY E. GUERTIN
Timothy E. Guertin
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Director
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February 22, 2021
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/S/ PETER HERWECK
Peter Herweck
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Director
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February 22, 2021
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/S/ MERCEDES JOHNSON
Mercedes Johnson
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Director
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February 22, 2021
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/S/ MARILYN MATZ
Marilyn Matz
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Director
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February 22, 2021
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/S/ PAUL J. TUFANO
Paul J. Tufano
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Director
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February 22, 2021
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Exhibit 4.2
DESCRIPTION OF COMMON STOCK
As of December 31, 2020, 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, 2020, there were 166,297,425 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 a majority 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, or pursuant to the proxy access nomination procedures in the Bylaws.
Proxy Access Nominations. Under the Bylaws, the Company will include in its proxy statement for an annual meeting the name, together with certain other required information, of any person nominated for the election of to the board of directors in compliance with specified provisions in the Bylaws by a single stockholder that satisfies (or by a group of no more than 20 stockholders that satisfy) various notice and other requirements specified in the Bylaws. Among other requirements in the Bylaws, such stockholder or group of stockholders would need to provide evidence verifying that the stockholder or group owns, and has owned continuously for the preceding three years, at least 3% of the issued and outstanding voting shares of the Company. The Bylaws contain limitations on the maximum number of nominees submitted by stockholders that the Company would be required to include in its proxy statement for an annual meeting.
1
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:
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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; |
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the interested stockholder acquires at least 90% of the outstanding voting stock of the corporation at the time it becomes an interested stockholder; or |
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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:
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the person making an acquisition of this nature; |
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any officer of the corporate; and |
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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.
2
Exhibit 10.9
TERADYNE, INC. 2006 EQUITY AND CASH COMPENSATION INCENTIVE PLAN
NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AND TERMS FOR U.S. RECIPIENTS
Name:
Employee ID:
In granting restricted stock units, Teradyne, Inc. (Teradyne) seeks to provide employees of Teradyne and its subsidiaries with incentive to help drive Teradynes future success and to share in the economic benefits of that success. We all look forward to your contributions to that effort.
In recognition of your contributions to Teradyne, you have been granted an award consisting of the right to receive a target of xx shares of Teradyne common stock (Target Performance-Based Shares), which final number of shares shall be determined by the Committee or Teradynes Board of Directors (Actual Performance-Based Shares) and based upon achieving certain Performance Criteria over a performance period established by the Committee or Teradynes Board of Directors as of the Effective Date (the Performance Period). This grant was approved [ ] (the Effective Date).
This award is subject to the Performance-Based Restricted Stock Unit Terms for U.S. Recipients attached hereto and the terms of the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan (the Plan). The shares covered by this award will be delivered upon attainment of certain Performance Criteria as described in and subject to the vesting conditions of the Performance-Based Restricted Stock Unit Terms for U.S. Recipients.
The Plan prospectus, consisting of a Participant Information document that summarizes the Plan and the complete Plan, is available on In-Site, Teradynes internal Web site:
https://connections.teradyne.com/wikis/home?lang=en-us#!/wiki/W9b0680839aea_4363_99d5_8cc385adc48f/page/Equity%20Compensation%20(Options%20%26%20RSUs)
Please note that printed versions of the Plan prospectus documents are available to you, at no charge, upon request to the HR Service Center, Teradyne, Inc., 600 Riverpark Drive, North Reading, MA 01864, (978) 370-3041 or hr.service.center@teradyne.com
TERADYNE, INC. |
Charles J. Gray |
V.P., General Counsel and Secretary |
(2021 Performance-based RSU)
Grant #
1
PERFORMANCE-BASED RESTRICTED STOCK UNIT TERMS FOR U.S. RECIPIENTS
1. Award Grant, Vesting and Transfer
(a) Award Grant. Teradyne, Inc. hereby grants to the recipient an award (this Award) of performance-based restricted stock units (the RSUs) under the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan (the Plan). The RSUs represent the right of the recipient to receive that number of shares of Teradyne common stock set forth in the Notice of Performance-Based Restricted Stock Unit Grant and Terms for U.S. Recipients (the Notice of Grant) attached hereto upon satisfaction of the terms set forth in these Performance-Based Restricted Stock Unit Terms for U.S. Recipients (this Agreement). This Award is governed by and subject to the terms of the Plan, the Notice of Grant and this Agreement.
Capitalized terms used but not otherwise defined herein will have the meaning set forth in the Notice of Grant or the Plan. In the event of any inconsistencies or differences between the Plan and this Agreement, the Plan shall prevail. The terms governing this Award are intended to comply with all applicable laws and regulations.
(b) Vesting of Award. None of the RSUs subject to this Award will be vested on the Effective Date. The number of RSUs that ultimately may vest and, accordingly, the number of Actual Performance-Based Shares that may be issued to you is uncertain at the time of the grant but is expected to be determined near the three-year anniversary of the grant date, based on the determination by the Committee or Teradynes Board of Directors of the Performance Percentage. The Performance Percentage is a percentage ranging from 0-200% determined using Performance Criteria approved by the Committee or Teradynes Board of Directors for the Award. The Performance Percentage shall be multiplied against the number of Target Performance-Based Shares underlying the RSUs granted to you to derive the number of Actual Performance-Based Shares to be issued upon settlement of the Award. Except as provided in (c) below, this Award shall vest with respect to one hundred percent of the Actual Performance-Based Shares on the later of the third anniversary of the Effective Date or the date the Board determines the number of Actual Performance-Based Shares. The portion of the Award that is not allowed to vest will be forfeited. Subject to the terms of the Plan, the Committee shall have the right to accelerate the date that any portion of this Award becomes vested, including, but not limited to, events such as disability, death or upon the acquisition of control of Teradyne by another entity.
(c) This Award will not vest further after termination of employment or other business relationship except in limited certain circumstances. This Award will not vest after the recipients employment or other business relationship with Teradyne or, if different, the recipients employer (the Employer) or any of the other Subsidiaries of Teradyne ends, regardless of the reason, provided, however, that if the recipients employment or other business relationship with Teradyne, the Employer or one the Subsidiaries of Teradyne ends prior to the determination of the Performance Percentage on account of (1) death or (2) retirement or termination, other than for cause, after attaining both at least age sixty, and at least ten years of service, then (a) one hundred percent of the Actual Performance-Based Shares underlying any Award granted at least 365 calendar days prior to the death, retirement or termination without cause shall vest on the date the Performance Percentage is determined by the Committee or the Board of Directors and (b) a pro-rated portion of the Actual Performance-Based Shares underlying any Award granted within 365 calendar days of the death, retirement or termination without cause based on the number of days of employment or other business relationship during the 365 calendar day period from the grant date shall vest on the date the Performance Percentage is determined by the Committee or the Board of Directors. Continued vesting following retirement or termination, other than for cause, is subject to recipients continued compliance with any post-employment obligations to Teradyne. If recipient violates any post-employment obligations, Teradyne shall be entitled to discontinue any continued vesting under this paragraph and all equity granted under this Agreement that is unvested as of the date of the violation shall be forfeited.
The recipients employment or other business relationship shall be considered as continuing uninterrupted during any bona fide approved leave of absence provided (i) that the period of such leave does not exceed 90 days and is not a personal leave unless the personal leave is based on recipients accrued, unused personal paid time-off benefits provided under a program sponsored by Teradyne, the Employer or any other Subsidiary of Teradyne, (ii) the recipients right to reemployment is guaranteed by statute following the approved leave of absence, or (iii) the Committee has agreed in writing that Teradyne, the Employer or any other Subsidiary of Teradyne is contractually obligated to continue the recipients employment or other business relationship after the approved leave
2
of absence period. Notwithstanding the foregoing leave of absence provision, vesting of this Award shall continue during the period a recipient is determined to be disabled under the Teradyne Short-Term Disability program and Long-Term Disability Plan, provided that such vesting shall cease upon the earlier to occur of the recipients (A) termination of employment from Teradyne, the Employer or any other Subsidiary of Teradyne and (B) the last day of the twenty-four (24) month period beginning on the date on which Long-Term Disability benefits commenced.
(d) No rights as stockholder; Issuance. The recipient shall not have any rights as a stockholder in, to or with respect to any shares which may be covered by this Award (including but not limited to the right to vote or to receive dividends) until this Award is settled by issuance of shares to the recipient. All shares issued in respect of this Award will be transferred or issued to the recipient (or his or her estate, in the event of his or her death) as soon as is practicable after the date the Actual Performance-Based Shares vest but, in any event, within 60 days of the end of the Performance Period. Teradyne will not be required to transfer or issue any shares upon vesting of the Actual Performance-Based Shares until arrangements satisfactory to it have been made by the recipient to address any Tax-Related Items (as defined in Section 4 below) which might arise by reason of the vesting of the Actual Performance-Based Shares and/or transfer or issuance of shares.
(e) This Award may not be assigned or transferred. Other than as provided in Section 11(a) of the Plan, this Award is not assignable or transferable (except by will or the laws of descent and distribution).
2. Capital Changes and Business Succession. Section 3(c) of the Plan contains provisions for adjusting (or substituting) the number and class of securities, vesting schedule, and other terms of outstanding stock-based awards granted under the Plan if a recapitalization, stock split, merger, or other specified event occurs, and the Committee determines that an adjustment (or substitution) is appropriate. In that event, the recipient of this Award will be notified of the adjustment (or substitution), if any, to this Award.
3. Employment or Business Relationship. This Award and the recipients participation in the Plan shall not create any right of continued employment or business relationship or be interpreted as forming or amending an employment contract or business relationship with Teradyne or its Subsidiaries, and does not affect the right of the recipient, Teradyne or the Employer to terminate the recipients employment or a business relationship at any time.
4. Tax Obligations.
(a) Responsibility for Taxes. The recipient acknowledges that, regardless of any action taken by Teradyne or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the recipients participation in the Plan and legally applicable to the recipient (Tax-Related Items), is and remains the recipients responsibility and may exceed the amount actually withheld by Teradyne or the Employer. The recipient further acknowledges that Teradyne and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of shares acquired pursuant to such settlement and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Award to reduce or eliminate the recipients liability for Tax-Related Items or achieve any particular tax result. Further, if the recipient is subject to Tax-Related Items in more than one jurisdiction, the recipient acknowledges that Teradyne and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b) Tax Withholding. Prior to any relevant taxable or tax withholding event, as applicable, the recipient agrees to make adequate arrangements satisfactory to Teradyne and/or the Employer to satisfy all Tax-Related Items. The recipient authorizes Teradyne and/or the Employer, or their respective agents, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares to be issued upon settlement of the RSUs; provided, however, that the number of shares withheld will be determined using rates that do not exceed the maximum statutory tax rates for the jurisdiction(s) applicable to the recipient. For tax purposes, the recipient is deemed to have been issued the full number of shares subject to the vested RSUs, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items. Alternatively, a recipient may elect to satisfy his or her obligations for Tax-Related Items by delivery of cash or check to Teradyne or the Employer. In the event that withholding in shares is problematic under applicable tax or securities law or has materially adverse accounting consequences and the recipient does not satisfy his or her obligations for Tax-Related Items by delivery of cash or check, the recipient (1) authorizes and directs Teradyne and any brokerage firm
3
determined acceptable to Teradyne to sell on the recipients behalf a whole number of shares from those shares issuable to the recipient as Teradyne determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items; (2) authorizes Teradyne or the Employer to withhold the Tax-Related Items from the recipients wages or other compensation; and (3) agrees, upon request from Teradyne or the Employer, to make a cash payment in an amount equal to the withholding obligations for any Tax-Related Items. Teradyne may refuse to issue or deliver the shares or the proceeds of the sale of shares if the recipient fails to comply with his or her obligations in connection with the Tax-Related Items.
5. Compliance with Laws. Shares to be issued under this Award are currently registered under the United States Securities Act of 1933, as amended. If such registration is not in effect at the time of vesting, the recipient will be required to represent to Teradyne that he or she is acquiring such shares as an investment and not with a view to the sale of those shares. Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of common stock, Teradyne shall not be required to deliver any shares of common stock issuable upon settlement of the RSUs prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the United States Securities and Exchange Commission (SEC) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval Teradyne shall, in its absolute discretion, deem necessary or advisable. The recipient understands that Teradyne is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, the recipient agrees that Teradyne shall have unilateral authority to amend the Plan and the Agreement without the recipients consent to the extent necessary to comply with securities or other laws applicable to issuance of shares.
6. Code Section 409A. Teradyne intends that this Award will either comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, any ambiguities herein will be interpreted to be exempt from Section 409A of the Code or in compliance therewith, as applicable. To the extent that Teradyne determines that the Award is subject to Section 409A of the Code, but does not conform with Section 409A of the Code, Teradyne reserves the right, to the extent Teradyne deems necessary or advisable in its sole discretion, to amend or modify the terms of this Award (or the Plan) or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take other actions, including any amendments or actions that would result in a reduction to the benefit payable under this Award, in each case, without the consent of the recipient of the Award, as may be necessary to ensure that all vesting or settlement provided under this Award are made in a manner that complies with Section 409A of the Code or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code; provided, however, that nothing in this Section 6 creates an obligation on the part of Teradyne to modify the terms of this Award or the Plan. In that light, Teradyne makes no representation that the terms of this Award will comply with Section 409A of the Code or that the settlement of this Award will not be subject to taxes, interest and penalties or other adverse tax consequences under Section 409A of the Code. In no event whatsoever shall Teradyne or any of its affiliates be liable to the recipient of this Award or any other party for any additional tax, interest, penalties or other liability that may be imposed on the recipient of this Award by Section 409A of the Code or for any action taken by Teradyne with respect thereto.
7. Governing Law and Venue. The Award and the provisions of this Agreement are governed by, and subject to, the laws of the Commonwealth of Massachusetts, without regard to the conflict of law provisions, as provided in the Plan. For purposes of litigating any dispute that arises under this Award or this Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Massachusetts, agree that such litigation shall be conducted in the courts of Middlesex County, or the federal courts for the United States for the District of Massachusetts, where this grant is made and/or to be performed.
8. Electronic Delivery and Acceptance. Teradyne may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The recipient hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by Teradyne or a third party designated by Teradyne.
9. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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10. Imposition of Other Requirements. Teradyne reserves the right to impose other requirements on the recipients participation in the Plan, on the RSUs and on any shares of common stock acquired under the Plan, to the extent Teradyne determines it is necessary or advisable for legal or administrative reasons, and to require the recipient to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
11. Waiver. The recipient acknowledges that a waiver by Teradyne of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the recipient or any other recipient.
12. No Advice Regarding Grant. Teradyne is not providing any tax, legal or financial advice, nor is Teradyne making any recommendations regarding the recipients participation in the Plan, or the recipients acquisition or sale of the underlying shares of common stock. The recipient is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
13. Insider Trading Restrictions/Market Abuse Laws. The recipient acknowledges that, depending on the recipients or his or her brokers country of residence or where the shares of common stock are listed, the recipient may be subject to insider trading restrictions and/or market abuse laws which may affect the recipients ability to accept, acquire, sell or otherwise dispose of shares of common stock, rights to shares of common stock (e.g., RSUs) or rights linked to the value of shares of common stock under the Plan during such times the recipient is considered to have inside information regarding Teradyne (as defined by the laws or regulations in the recipients country). The recipient is responsible for ensuring compliance with any restrictions and should consult his or her personal legal advisor on this matter.
14. Recoupment. The recipient agrees that the RSUs and any financial gain realized by the recipient through settlement of the RSUs or sale of any shares of common stock acquired shall be subject to forfeiture and/or repayment to the Company to the extent required to comply with any applicable laws or the rules and regulations of the securities exchange or inter-dealer quotation system on which the shares of common stock are listed or quoted, including, without limitation, pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
5
Exhibit 10.10
TERADYNE, INC. 2006 EQUITY AND CASH COMPENSATION INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT GRANT AND TERMS FOR U.S. RECIPIENTS
Name:
Employee ID:
In granting restricted stock units, Teradyne, Inc. (Teradyne) seeks to provide employees of Teradyne and its subsidiaries with incentive to help drive Teradynes future success and to share in the economic benefits of that success. We all look forward to your contributions to that effort.
You have been granted a restricted stock unit award consisting of the right to receive up to xx shares of Teradyne common stock. This grant was approved effective [ ] (the Effective Date).
This award is subject to the Restricted Stock Unit Terms for U.S. Recipients attached hereto and the terms of the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan (the Plan). The shares covered by this award will be delivered over time as described in and subject to the vesting conditions of the Restricted Stock Unit Terms for U.S. Recipients.
The Plan prospectus, consisting of a Participant Information document that summarizes the Plan and the complete Plan, is available on In-Site, Teradynes internal Web site:
https://connections.teradyne.com/wikis/home?lang=en-us#!/wiki/W9b0680839aea_4363_99d5_8cc385adc48f/page/Equity%20Compensation%20(Options%20%26%20RSUs)
Please note that printed versions of the Plan prospectus documents are available to you, at no charge, upon request to the HR Service Center, Teradyne, Inc., 600 Riverpark Drive, North Reading, MA 01864, (978) 370-3041 or hr.service.center@teradyne.com
TERADYNE, INC |
Charles J. Gray |
V.P., General Counsel and Secretary |
(2021 RSU)
Grant #
1
RESTRICTED STOCK UNIT TERMS FOR U.S. RECIPIENTS
15. Award Grant, Vesting and Transfer
(a) Award Grant. Teradyne, Inc. hereby grants to the recipient an award (this Award) of restricted stock units (the RSUs) under the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan (the Plan). The RSUs represent the right of the recipient to receive that number of shares of Teradyne common stock set forth in the Notice of Restricted Stock Unit Grant and Terms for U.S. Recipients (the Notice of Grant) attached hereto upon satisfaction of the terms set forth in these Restricted Stock Unit Terms for U.S. Recipients (this Agreement). This Award is governed by and subject to the terms of the Plan, the Notice of Grant and this Agreement.
Capitalized terms used but not otherwise defined herein will have the meaning set forth in the Notice of Grant or the Plan. In the event of any inconsistencies or differences between the Plan and this Agreement, the Plan shall prevail. The terms governing this Award are intended to comply with all applicable laws and regulations.
(b) This Award vests yearly on the anniversary of the Effective Date. None of the RSUs subject to this Award will be vested on the Effective Date. Except as provided in (c) below, 25% of the RSUs granted will vest on the first and each of the three subsequent anniversaries of the Effective Date until the total grant is fully vested on the fourth anniversary of the Effective Date. The Committee shall have the right to accelerate the date that any installment of this Award becomes vested, including, but not limited, to events such as disability, death or upon the acquisition of control of Teradyne by another entity.
(c) This Award will not vest further after termination of employment or other business relationship except in limited certain circumstances. This Award will not vest after the recipients employment or other business relationship ends, regardless of the reason, provided, however, that if the recipients employment or other business relationship with Teradyne or, if different, the recipients employer (the Employer) or any of the other Subsidiaries of Teradyne ends on account of death, the unvested portion of this Award which would have vested under the applicable rule stated in (b) above shall automatically become vested in full on the date of his or her termination of employment or business relationship on account of death.
The recipients employment or other business relationship shall be considered as continuing uninterrupted during any bona fide approved leave of absence provided (i) that the period of such leave does not exceed 90 days and is not a personal leave unless the personal leave is based on recipients accrued, unused personal paid time-off benefits provided under a program sponsored by Teradyne, the Employer or any other Subsidiary of Teradyne, (ii) the recipients right to reemployment is guaranteed by statute following the approved leave of absence, or (iii) the Committee has agreed in writing that Teradyne, the Employer or any other Subsidiary of Teradyne is contractually obligated to continue the recipients employment or other business relationship after the approved leave of absence period. Notwithstanding the foregoing leave of absence provision, vesting of this Award shall continue during the period a recipient is determined to be disabled under the Teradyne Short-Term Disability program and Long-Term Disability Plan, provided that such vesting shall cease upon the earlier to occur of the recipients (A) termination of employment from Teradyne, the Employer or any other Subsidiary of Teradyne and (B) the last day of the twenty-four (24) month period beginning on the date on which Long-Term Disability benefits commenced.
(d) No rights as stockholder; Issuance. The recipient shall not have any rights as a stockholder in, to or with respect to any shares which may be covered by this Award (including but not limited to the right to vote or to receive dividends) until this Award is settled by issuance of shares to the recipient. All shares issued in respect of this Award will be transferred or issued to the recipient (or his or her estate, in the event of his or her death) as soon as is practicable after the date the RSUs vest but, in any event, within 21⁄2 months following the calendar year in which the RSUs become vested (or any earlier date, after vesting, as required to avoid characterization as non-qualified deferred compensation under Section 409A of the Code). Teradyne will not be required to transfer or issue any shares upon vesting of the RSUs until arrangements satisfactory to it have been made by the recipient to address any Tax-Related Items (as defined in Section 4 below) which might arise by reason of the vesting of the RSUs and/or transfer or issuance of shares.
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(e) This Award may not be assigned or transferred. Other than as provided in Section 11(a) of the Plan, this Award is not assignable or transferable (except by will or the laws of descent and distribution).
16. Capital Changes and Business Succession. Section 3(c) of the Plan contains provisions for adjusting (or substituting) the number and class of securities, vesting schedule and other terms of outstanding stock-based awards granted under the Plan if a recapitalization, stock split, merger, or other specified event occurs and the Committee determines that an adjustment (or substitution) is appropriate. In that event, the recipient of this Award will be notified of the adjustment (or substitution), if any, to this Award.
17. Employment or Business Relationship. This Award and the recipients participation in the Plan shall not create any right of continued employment or business relationship or be interpreted as forming or amending an employment contract or business relationship with Teradyne or its Subsidiaries, and does not affect the right of the recipient, Teradyne or the Employer to terminate the recipients employment or a business relationship at any time.
18. Tax Obligations.
(a) Responsibility for Taxes. The recipient acknowledges that, regardless of any action taken by Teradyne or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the recipients participation in the Plan and legally applicable to the recipient (Tax-Related Items), is and remains the recipients responsibility and may exceed the amount actually withheld by Teradyne or the Employer. The recipient further acknowledges that Teradyne and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of shares acquired pursuant to such settlement and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Award to reduce or eliminate the recipients liability for Tax-Related Items or achieve any particular tax result. Further, if the recipient is subject to Tax-Related Items in more than one jurisdiction, the recipient acknowledges that Teradyne and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b) Tax Withholding. Prior to any relevant taxable or tax withholding event, as applicable, the recipient agrees to make adequate arrangements satisfactory to Teradyne and/or the Employer to satisfy all Tax-Related Items. The recipient authorizes Teradyne and/or the Employer, or their respective agents, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding in shares to be issued upon settlement of the RSUs; provided, however, that the number of shares withheld will be determined using rates that do not exceed the maximum statutory tax rates for the jurisdiction(s) applicable to the recipient. For tax purposes, the recipient is deemed to have been issued the full number of shares subject to the vested RSUs, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items. Alternatively, a recipient may elect to satisfy his or her obligations for Tax-Related Items by delivery of cash or check to Teradyne or the Employer. In the event that withholding in shares is problematic under applicable tax or securities law or has materially adverse accounting consequences and the recipient does not satisfy his or her obligations for Tax-Related Items by delivery of cash or check, the recipient (1) authorizes and directs Teradyne and any brokerage firm determined acceptable to Teradyne to sell on the recipients behalf a whole number of shares from those shares issuable to the recipient as Teradyne determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligation for Tax-Related Items; (2) authorizes Teradyne or the Employer to withhold the Tax-Related Items from the recipients wages or other compensation; and (3) agrees, upon request from Teradyne or the Employer, to make a cash payment in an amount equal to the withholding obligations for any Tax-Related Items. Teradyne may refuse to issue or deliver the shares or the proceeds of the sale of shares if the recipient fails to comply with his or her obligations in connection with the Tax-Related Items.
19. Compliance with Laws. Shares to be issued under this Award are currently registered under the United States Securities Act of 1933, as amended. If such registration is not in effect at the time of vesting, the recipient will be required to represent to Teradyne that he or she is acquiring such shares as an investment and not with a view to the sale of those shares. Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of common stock, Teradyne shall not be required to deliver any shares of common stock issuable upon settlement of the RSUs prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the United States Securities and Exchange Commission (SEC) or of any other governmental regulatory body, or prior to obtaining any approval or other
3
clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval Teradyne shall, in its absolute discretion, deem necessary or advisable. The recipient understands that Teradyne is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, the recipient agrees that Teradyne shall have unilateral authority to amend the Plan and the Agreement without the recipients consent to the extent necessary to comply with securities or other laws applicable to issuance of shares.
20. Code Section 409A. This Award is intended to be exempt from the application of Section 409A of the Code, and any ambiguities herein will be interpreted to so comply. Teradyne reserves the right, to the extent Teradyne deems necessary or advisable in its sole discretion, to amend or modify the terms of this Award (or the Plan) or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take other actions, including any amendments or actions that would result in a reduction to the benefit payable under this Award, in each case, without the consent of the recipient of the Award, as may be necessary to ensure that all vesting or settlement provided under this Award are made in a manner that complies with Section 409A of the Code or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A of the Code if compliance is not practical; provided, however, that nothing in this Section 6 creates an obligation on the part of Teradyne to modify the terms of this Award or the Plan. In that light, Teradyne makes no representation that the terms of this Award will comply with Section 409A of the Code or that the settlement of this Award will not be subject to taxes, interest and penalties or other adverse tax consequences under Section 409A of the Code. In no event whatsoever shall Teradyne or any of its affiliates be liable to the recipient of this Award or any other party for any additional tax, interest, penalties or other liability that may be imposed on the recipient of this Award by Section 409A of the Code or for any action taken by Teradyne with respect thereto.
21. Governing Law and Venue. The Award and the provisions of this Agreement are governed by, and subject to, the laws of the Commonwealth of Massachusetts, without regard to the conflict of law provisions, as provided in the Plan. For purposes of litigating any dispute that arises under this Award or this Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Massachusetts, agree that such litigation shall be conducted in the courts of Middlesex County, or the federal courts for the United States for the District of Massachusetts, where this grant is made and/or to be performed.
22. Electronic Delivery and Acceptance. Teradyne may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The recipient hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by Teradyne or a third party designated by Teradyne.
23. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
24. Imposition of Other Requirements. Teradyne reserves the right to impose other requirements on the recipients participation in the Plan, on the RSUs and on any shares of common stock acquired under the Plan, to the extent Teradyne determines it is necessary or advisable for legal or administrative reasons, and to require the recipient to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
25. Waiver. The recipient acknowledges that a waiver by Teradyne of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the recipient or any other recipient.
26. No Advice Regarding Grant. Teradyne is not providing any tax, legal or financial advice, nor is Teradyne making any recommendations regarding the recipients participation in the Plan, or the recipients acquisition or sale of the underlying shares of common stock. The recipient should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
27. Insider Trading Restrictions/Market Abuse Laws. The recipient acknowledges that, depending on the recipients or his or her brokers country of residence or where the shares of common stock are listed, the recipient may be subject to insider trading restrictions and/or market abuse laws which may affect the recipients ability to accept, acquire, sell or otherwise dispose of shares of common stock, rights to shares of common stock (e.g., RSUs) or rights linked to the value of shares of common stock under the Plan during such times the recipient is considered to have inside information regarding Teradyne (as defined by the laws or regulations in the recipients country). The recipient is responsible for ensuring compliance with any restrictions and should consult his or her personal legal advisor on this matter.
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28. Recoupment. The recipient agrees that the RSUs and any financial gain realized by the recipient through settlement of the RSUs or sale of any shares of common stock acquired shall be subject to forfeiture and/or repayment to the Company to the extent required to comply with any applicable laws or the rules and regulations of the securities exchange or inter-dealer quotation system on which the shares of common stock are listed or quoted, including, without limitation, pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
TERADYNE, INC. 2006 EQUITY AND CASH COMPENSATION INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT AND TERMS FOR U.S. RECIPIENTS
Name:
Employee Number:
In granting stock options, Teradyne, Inc. (Teradyne) seeks to provide employees with incentive to help drive Teradynes future success and to share in the economic benefits of that success. We all look forward to your contributions to that effort.
In recognition of your contributions to Teradyne, you have been granted a stock option award consisting of the right to receive up to xx shares of Teradyne common stock upon exercise of this option in accordance with its terms. This stock option grant was approved effective [ ] (the Effective Date). The Stock Option Grant Details applicable to this stock option grant are listed below.
This stock option grant is subject to the Stock Option Terms for U.S. Recipients attached hereto and the terms of the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan (the Plan). Stock options covered by this award will be exercisable over time as described in and subject to the vesting conditions of the attached Stock Option Terms for U.S. Recipients.
The Plan prospectus, consisting of a Participant Information document that summarizes the Plan and the complete Plan, is available on In-Site, Teradynes internal Web site. To access the information, go to:
https://connections.teradyne.com/wikis/home?lang=en-us#!/wiki/W9b0680839aea_4363_99d5_8cc385adc48f/page/Equity%20Compensation%20(Options%20%26%20RSUs)
Please note that printed versions of the Plan prospectus documents are available to you, at no charge, upon request to the HR Service Center, Teradyne, Inc., 600 Riverpark Drive, North Reading, MA 01864, (978) 370-3041 or hr.service.center@teradyne.com
TERADYNE, INC. | ||
Stock Option Grant Details: Grant Date/Effective Date: [ ] Number of Shares under Option: [xx] Per Share Exercise Price/FMV on Grant Date: [$] |
||
Charles J. Gray | ||
V.P., General Counsel and Secretary |
(2021 Stock Option)
Grant #
5
Exhibit 10.11
STOCK OPTION TERMS FOR U.S. RECIPIENTS
1. Option Grant, Exercise and Vesting.
(f) Stock Option Grant. Teradyne, Inc. hereby grants to the recipient an award (this Award) of nonstatutory stock options (the Stock Options) under the Teradyne, Inc. 2006 Equity and Cash Compensation Incentive Plan (the Plan). The Stock Options represent the right of the recipient to purchase that number of shares of Teradyne common stock set forth in the Notice of Stock Option Grant and Terms for U.S. Recipients (the Notice of Grant) attached hereto upon satisfaction of the terms set forth in these Stock Option Terms for U.S. Recipients (this Agreement). This Award is governed by and subject to the terms of the Plan, the Notice of Grant and this Agreement.
Capitalized terms used but not otherwise defined herein will have the meaning set forth in the Notice of Grant or the Plan. In the event of any inconsistencies or differences between the Plan and this Agreement, the Plan shall prevail. The terms governing this Award are intended to comply with all applicable laws and regulations.
(g) These Stock Options vest and become exercisable yearly on the anniversary of the Effective Date. None of the Stock Options subject to this Award will be vested or exercisable on the Effective Date. Except as provided in (d) below, 25% of the Stock Options granted will vest and become exercisable on the first and each of the three subsequent anniversaries of the Effective Date until the total grant is fully vested and exercisable on the fourth anniversary of the Effective Date. The Committee shall have the right to accelerate the date that any installment of this Award becomes vested and exercisable, including, but not limited, to events such as disability, death or upon the acquisition of control of Teradyne by another entity.
(h) After Stock Options become exercisable, they can be exercised at any time prior to and on the Option Expiration Date. This Award expires at the close of business at Teradynes headquarters on the date that is seven years from the Effective Date (the Option Expiration Date). This Award may expire earlier if the recipients employment or other business relationship terminates, as described below.
(i) The Stock Options will not vest further after termination of employment or other business relationship except in limited certain circumstances. If the recipients employment or business relationship with Teradyne or, if different, the recipients employer (the Employer) or any Subsidiary of Teradyne terminates for any reason except death, then this Award will not vest after the recipients employment or other business relationship ends and this Award will automatically expire at the close of business at Teradynes headquarters on the date ninety (90) days after the recipients termination date, or if earlier, the Option Expiration Date.
If the recipients employment or other business relationship with Teradyne, the Employer or any Subsidiary of Teradyne ends on account of death, the unvested portion of this Award which would have vested under the applicable rule stated in (b) above shall automatically become vested in full on the date of the recipients termination of employment or business relationship on account of death and the vested portion of this Award may be exercised in accordance with Section 11(a) of the Plan until the earlier of (1) the close of business at Teradynes headquarters on the date that is one year subsequent to the recipients termination due to death or (2) the Option Expiration Date.
The recipients employment or other business relationship shall be considered as continuing uninterrupted during any bona fide approved leave of absence provided (i) that the period of such leave does not exceed 90 days and is not a personal leave unless the personal leave is based on recipients accrued, unused personal paid time-off benefits provided under a program sponsored by Teradyne, the Employer or any other Subsidiary of Teradyne, (ii) the recipients right to reemployment is guaranteed by statute following the approved leave of absence, or (iii) the Committee has agreed in writing that Teradyne, the Employer or any other Subsidiary of Teradyne is contractually obligated to continue the recipients employment or other business relationship after the approved leave of absence period. Notwithstanding the foregoing leave of absence provision, vesting of this Award shall continue during the period a recipient is determined to be disabled under the Teradyne Short-Term Disability program and Long-Term Disability Plan, provided that such vesting shall cease upon the earlier to occur of the recipients (A) termination of employment from Teradyne, the Employer or any other Subsidiary of Teradyne and (B) the last day of the twenty-four (24) month period beginning on the date on which Long-Term Disability benefits commenced.
2. Procedure for Exercising Stock Options.
(a) Stock Options are exercised by giving written notice to Teradyne in the form (or by such other procedures as) specified by the Committee stating the election to exercise, specifying the number of shares as to which Stock Options are being exercised and paying Teradyne the full exercise price for such shares, plus any applicable Tax-Related Items (as defined in Section 6 below). Payment can be made to Teradyne by a combination of cash, certified or bank check, or personal check (in each case in United States dollars), or by delivery of shares of Teradyne common stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, provided that such shares were not acquired by the Participant in the prior six months, or through a broker-dealer sale and remittance procedure pursuant to which the recipient shall provide written irrevocable instructions to a brokerage firm to effect the immediate sale of some or all of the purchased shares and remit to Teradyne sufficient funds to cover the aggregate exercise price payable for the purchased shares, plus any applicable Tax-Related Items designated by Teradyne, and shall provide written directives to Teradyne to deliver the purchased shares directly to such brokerage firm to complete the sale transaction, provided that such process is consistent with and permissible under applicable law.
(b) The recipient shall not have any rights as a stockholder in, to or with respect to any shares which may be covered by this Award (including but not limited to the right to vote or to receive dividends) until the issuance of shares to the recipient upon exercise of the Stock Options. All shares issuable upon exercise of the Stock Options will be transferred or issued to the recipient (or his or her estate, in the event of death) promptly upon exercise.
(c) With regard to any Stock Option exercises, Teradyne will not be required to transfer or issue any shares until arrangements satisfactory to it have been made to address any Tax-Related Items and withholding requirements which might arise by reason of the Stock Option exercise. Teradyne will pay any transfer or issue tax and deliver the shares purchased.
3. Assignment and Transferability. This Stock Option may not be assigned or transferred (except by will or the laws of descent and distribution) other than as provided in Section 11(a) of the Plan.
4. Capital Changes and Business Succession. Section 3(c) of the Plan contains provisions for adjusting (or substituting) the number and class of securities, vesting schedule, exercise price and other terms of outstanding stock-based awards granted under the Plan if a recapitalization, stock split, merger, or other specified event occurs and the Committee determines that an adjustment (or substitution) is appropriate. In that event, the recipient will be notified of the adjustment (or substitution), if any, to this Award.
5. Employment or Business Relationship. This Award and the recipients participation in the Plan shall not create any right of continued employment or business relationship or be interpreted as forming or amending an employment contract or business relationship with Teradyne or its Subsidiaries, and does not affect the right of the recipient, Teradyne or the Employer to terminate the recipients employment or a business relationship at any time.
6. Tax Obligations.
(a) Responsibility for Taxes. The recipient acknowledges that, regardless of any action taken by Teradyne or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the recipients participation in the Plan and legally applicable to the recipient (Tax-Related Items), is and remains the recipients responsibility and may exceed the amount actually withheld by Teradyne or the Employer. The recipient further acknowledges that Teradyne and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Options, including, but not limited to, the grant, vesting or exercise of the Stock Options, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends or other distributions, and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Option to reduce or eliminate the recipients liability for Tax-Related Items or achieve any particular tax result. Further, if the recipient is subject to Tax-Related Items in more than one jurisdiction, the recipient acknowledges that Teradyne and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b) Tax Withholding. Prior to any relevant taxable or tax withholding event, as applicable, the recipient agrees to make adequate arrangements satisfactory to Teradyne and/or the Employer to satisfy all Tax-Related Items. In this regard, the recipient authorizes Teradyne and/or the Employer, or their respective agents, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding from proceeds of the sale of shares acquired at exercise of the Stock Options either through a voluntary sale or through a mandatory sale arranged by Teradyne (on the recipients behalf pursuant to this authorization) without further consent. Teradyne may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case the recipient will receive a refund of any over-withheld amount in cash and will have no entitlement to the common stock equivalent. Alternatively, the recipient may elect to satisfy the recipients obligations for Tax-Related Items by delivery of cash or check to Teradyne or the Employer.
7. Compliance with Laws. Shares to be issued under this Award are currently registered under the United States Securities Act of 1933, as amended. If such registration is not in effect at the time of vesting, the recipient will be required to represent to Teradyne that the recipient is acquiring such shares as an investment and not with a view to the sale of those shares. Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of common stock, Teradyne shall not be required to deliver any shares of common stock issuable upon exercise of the Stock Options prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the United States Securities and Exchange Commission (SEC) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval Teradyne shall, in its absolute discretion, deem necessary or advisable. The recipient understands that Teradyne is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, the recipient agrees that Teradyne shall have unilateral authority to amend the Plan and the Agreement without the recipients consent to the extent necessary to comply with securities or other laws applicable to issuance of shares.
8. Governing Law and Venue. The Award and the provisions of this Agreement are governed by, and subject to, the laws of the Commonwealth of Massachusetts, without regard to the conflict of law provisions, as provided in the Plan. For purposes of litigating any dispute that arises under this Award or this Agreement, the parties hereby submit to and consent to the jurisdiction of the Commonwealth of Massachusetts, agree that such litigation shall be conducted in the courts of Middlesex County, or the federal courts for the United States for the District of Massachusetts, where this grant is made and/or to be performed.
9. Electronic Delivery and Acceptance. Teradyne may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The recipient hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by Teradyne or a third party designated by Teradyne.
10. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
11. Imposition of Other Requirements. Teradyne reserves the right to impose other requirements on the recipients participation in the Plan, on the Stock Options and on any shares of common stock acquired under the Plan, to the extent Teradyne determines it is necessary or advisable for legal or administrative reasons, and to require the recipient to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
12. Waiver. The recipient acknowledges that a waiver by Teradyne of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the recipient or any other recipient.
13. No Advice Regarding Grant. Teradyne is not providing any tax, legal or financial advice, nor is Teradyne making any recommendations regarding the recipients participation in the Plan, or the recipients acquisition or sale of the underlying shares of common stock. The recipient should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
14. Insider Trading Restrictions/Market Abuse Laws. The recipient acknowledges that, depending on the recipients or his or her brokers country of residence or where the shares of common stock are listed, the recipient may be subject to insider trading restrictions and/or market abuse laws which may affect the recipients ability to accept, acquire, sell or otherwise dispose of shares of common stock, rights to shares of common stock (e.g., Stock Options) or rights linked to the value of shares of common stock under the Plan during such times the recipient is considered to have inside information regarding Teradyne (as defined by the laws or regulations in the recipients country). The recipient is responsible for ensuring compliance with any restrictions and should consult his or her personal legal advisor on this matter.
15. Recoupment. The recipient agrees that the Stock Option and any financial gain realized by the recipient through exercise of the Stock Option or sale of any shares of common stock acquired shall be subject to forfeiture and/or repayment to the Company to the extent required to comply with any applicable laws or the rules and regulations of the securities exchange or inter-dealer quotation system on which the shares of common stock are listed or quoted, including, without limitation, pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
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 | 100 | %* | |||
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 Limited. |
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 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 February 22, 2021 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
February 22, 2021
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: February 22, 2021
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: February 22, 2021
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, 2020 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 |
February 22, 2021
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, 2020 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 |
February 22, 2021