☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
S |
04-2272148 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
600 RIVERPARK DRIVE NORTH READING, |
01864 | |
(Address of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common Stock, par value $0.125 per share |
TER |
Nasdaq Stock Market LLC |
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
TERADYNE, INC.
INDEX
TERADYNE, INC.
FORM 10-K
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. When used herein, the words “will,” “would,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “project,” “intend,” “may,” “see,” “target” and other words and terms of similar meaning are intended to identify forward-looking statements although not all forward-looking statements contain these identifying words. Forward-looking statements involve risks and uncertainties, including, but not limited to, those discussed in the section entitled “Risk Factors” of this annual report on Form 10-K and elsewhere, and in other reports we file with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s analysis only as of the date hereof and are subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied. Teradyne assumes no obligation to update these forward-looking statements for any reason, except as may be required by law.
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PART I
Item 1: | Business |
Teradyne, Inc. (“Teradyne”) was founded in 1960 and is a leading global supplier of automated test equipment and robotics solutions.
We design, develop, manufacture and sell automatic test systems and robotics products. Our automatic test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our robotics products include collaborative robotic arms and autonomous mobile robots (“AMRs”) used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and material handling efficiency and decrease manufacturing and logistics costs. Our automatic test equipment and robotics products and services include:
• | 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 |
• | robotics (“Robotics”) products. |
The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive significant demand for our products both through direct sales and sales to the customer’s supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of significant customers for the foreseeable future.
In 2022, the demand in the mobility and compute segments of our Semiconductor Test business was lower due to end market slowdown in these segments as well as a slower technology transition in one of our largest end-markets. While the depth of the slowdown and the timing of the recovery are uncertain, we expect the ramp of 3 nanometer process technology starting in 2023 followed by gate-all-around process technology, increasing multichip packaging, additional device complexity and unit growth will drive additional demand for test over our four year forecast period.
Our Robotics segment consists of Universal Robots A/S (“UR”), a leading supplier of collaborative robotic arms and Mobile Industrial Robots A/S (“MiR”), a leading maker of autonomous mobile robots (“AMRs”) for industrial automation. In September 2022, we merged MiR and AutoGuide, LLC (“AutoGuide”), a maker of high payload AMRs, to become a single supplier of AMRs. The market for our Robotics segment products is dependent on the adoption of new automation technologies by large manufacturers as well as small and medium enterprises (“SMEs”) throughout the world. We expect Robotics sales channel expansion combined with new products to drive growth in 2023.
Both our test and robotics businesses may continue to be influenced by supply constraints, which could impact our revenue and costs in 2023. In 2022, inflation had minimal effect on our results. In 2022, we were unable to supply approximately $20 million of revenue in our test businesses for which we had customer demand.
Our financial statements are denominated in U.S. dollars. While the majority of our revenues are in U.S. dollars, approximately 70 percent of our Robotics revenue is denominated in foreign currencies. In 2022, the strengthening of the U.S. dollar was a factor in lower than forecasted revenues in our Robotics segment. Continued strengthening of the U.S. dollar would adversely affect Robotics revenue growth in 2023.
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Our corporate strategy continues to focus on profitably gaining market share in our test businesses through the introduction of differentiated products that target expanding segments and accelerating growth through continued investment in our Robotics businesses. We plan to continue investing in our growth while balancing capital allocations between returning capital to our shareholders through stock repurchases and dividends and using capital for acquisitions.
Investor Information
We are a Massachusetts corporation incorporated on September 23, 1960. We are subject to the informational requirements of the Securities Exchange Act of 1934 (“Exchange Act”). We file periodic reports, proxy statements and other information with the SEC. The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file documents electronically.
You can access financial and other information, including the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, our Corporate Governance Guidelines and Code of Conduct, by clicking the Investors link on our web site at www.teradyne.com. We make available, free of charge, copies of our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act through our web site as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.
Products
Semiconductor Test
We design, manufacture, sell and support Semiconductor Test products and services on a worldwide basis. The test systems we provide are used both for wafer level and device package testing of semiconductor devices. These devices are used in automotive, industrial, communications, consumer, smartphones, cloud, computer and electronic game applications, among others. Semiconductor devices span a broad range of functionality, from very simple low-cost devices such as appliance microcontrollers, operational amplifiers or voltage regulators to complex digital signal processors, Artificial Intelligence/Machine Learning (“AI/ML”) training, high performance computing and microprocessors as well as memory devices. Semiconductor Test products and services are sold to integrated device manufacturers (“IDMs”) that integrate the fabrication of silicon wafers into their business, “Fabless” companies that outsource the manufacturing of silicon wafers, “Foundries” that cater to the processing and manufacturing of silicon wafers, and semiconductor assembly and test providers (“OSATs”) that provide test and assembly services for the final packaged devices to both Fabless companies and IDMs. Fabless companies perform the design of integrated circuits without manufacturing capabilities and use Foundries for wafer manufacturing and OSATs for test and assembly. These customers obtain the overall benefit of comprehensively testing devices and reducing the total costs associated with testing by using our Semiconductor Test systems to:
• | improve and control product quality; |
• | measure and improve product performance; |
• | reduce time to market; and |
• | increase production yields. |
Our FLEX Test Platform architecture advances our core technologies to produce test equipment that is designed for high efficiency multi-site testing. Multi-site testing involves the simultaneous testing of many devices in parallel. Leading semiconductor manufacturers are using multi-site testing to significantly improve their “Cost of Test” economics. The FLEX Test Platform architecture addresses customer requirements through the following key capabilities:
• | 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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• | The IG-XL™ software operating system which provides fast program development, including instant conversion from single to multi-site test; and |
• | Broad technology coverage by instruments designed to cover the range of test parameters, coupled with a universal slot test head design that allows easy test system reconfiguration to address changing test needs. |
FLEX Test Platform purchases are made by IDMs, OSATs, Foundries and Fabless customers. The FLEX Test Platform has become a widely used test solution at OSATs by providing versatile testers that can handle the widest range of devices, allowing OSATs to leverage their capital investments. The broad consumer, automotive and broadband markets have historically driven most of the device volume growth in the semiconductor industry. These markets include mobile phones and tablets, PCs, servers, networking and automotive electronics. These end use markets continue to be drivers for the FLEX Test Platform family of products because they require a wide range of technologies and instrument coverage. In 2019, we introduced our next generation UltraFLEXPlus tester, the newest member of the UltraFLEX family, UltraFLEXPlus uses the new PACETM architecture to deliver superior economics and fast time to market for complex digital devices.
Our J750™ test system shares the IG-XL software environment with the family of FLEX Test Platform systems. The J750 is designed to handle high volume semiconductor devices, such as microcontrollers, that are central to the functionality of almost every consumer electronics product, from small appliances to automobiles. J750 test systems combine compact packaging, high throughput and ease of production test. We extended the J750 platform technology to create the IP750 Image Sensor™ test system. The IP750 is focused on testing image sensor devices used in smartphones, automobiles and other imaging products. We have continued to invest in the J750 platform with new instrument releases that bring new capabilities to existing market segments and expand the J750 platform to new devices that include high end microcontrollers and the latest generation of image sensors.
Our Magnum platform addresses the requirements of mass production test of memory devices for flash and DRAM memory. Flash and DRAM memory are widely used core building blocks in modern electronic products finding wide application in consumer, industrial, and computing equipment. Magnum 7, the newest member of the family introduced at the end of 2021, is a next generation memory test solution designed for parallel memory test in the flash, DRAM and multi-chip package markets. In 2019, we introduced a high-speed DRAM test version of our Magnum platform called Magnum EPIC giving us full product coverage of the memory test market.
Our ETS platform is used by semiconductor manufacturers and assembly and test subcontractors, primarily in the analog/mixed signal markets that cover more cost sensitive applications. Our proprietary SmartPin™ technology enables high efficiency multi-site testing, on an individual test system, permitting greater test throughput. Semiconductors tested by ETS platform systems are incorporated into a wide range of products in historically high-growth markets, including mobile devices, automotive electronics, computer peripherals, and notebook and desktop computers. The Eagle platform includes the ETS-88, a high performance multi-site production test system designed to test a wide variety of high volume power and precision devices, including Silicon Carbide (SiC) and Gallium Nitride (GaN) power devices used in vehicle electrification, and the ETS-800, a high performance multi-site production test system, is used to test high complexity power devices in automotive, industrial and consumer applications.
System Test
Our System Test segment is comprised of three business units: Storage Test, Defense/Aerospace, and Production Board Test.
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Storage Test
The Storage Test business unit addresses the high throughput, automated manufacturing test requirements of hard disk drive (“HDD”) and semiconductor manufacturers. Our HDD products address the client and enterprise storage markets. The client market is driven by the needs of desktop, laptop, and external HDD storage products. The enterprise market is driven by the needs of data centers and cloud storage. Our system level test product for the semiconductor production market is used to test devices following wafer and package test. The business unit’s products lead in addressing customer requirements related to factory density, throughput and thermal performance.
Defense/Aerospace
We are a leading provider of high performance test systems, subsystems, instruments and service for the defense and aerospace markets. Our test products are used to ensure the readiness of military and commercial aerospace electronics systems. New programs, such as tactical aircraft and missile systems, as well as upgrade programs, continue to fuel the demand for high performance test systems in this market. Our test products are well-suited to the demands of defense/aerospace electronics manufacturers and repair depots worldwide. Our leadership in this market is underscored by our success with major Department of Defense programs across all U.S. military service branches and many allied defense services worldwide.
Production Board Test
Our test systems are used by electronics manufacturers and OEMs worldwide to perform In-Circuit-Test (“ICT”) and device programming of printed circuit board assemblies. Fast, accurate and cost-effective test capabilities are hallmark features of our Test Station product families. We offer the Test Station in off-line and automated in-line configurations. The automated in-line configurations address the growing requirements for automating production lines for high volume applications, such as automotive electronics, computing, and communications.
Wireless Test
Our Wireless Test business operates under the LitePoint brand name and provides test solutions utilized in the development and manufacturing of wireless devices and modules. The world’s leading makers of smartphones, tablets, notebooks, laptops, peripherals, and Internet-of-Things (“IoT”) devices rely on LitePoint technology to ensure their products get into consumer hands with high quality and high efficiency.
LitePoint hardware and software wireless test solutions are used in test insertions that span design verification to high volume manufacturing and are deployed across the entire production eco-system from the wireless chipset suppliers to the consumer brands. Wireless devices are often tested at multiple points along the manufacturing process that include insertions at component, system-in-package (“SiP”), module, PCB, SMT and finished product stages.
Design verification is an important step in the development process for evaluating product performance prior to starting production. As end market unit volumes have increased, the quantity of units and the amount of data that must be analyzed for a successful product launch continues to grow. LitePoint products provide easy to use, domain specific tools for rapid analysis of product performance. This helps to speed time to market.
In high volume manufacturing, wireless test enables the calibration of each individual product’s wireless performance to improve range, data throughput and battery life. Testing also verifies product specifications for product quality control. As markets become increasingly competitive, product performance and quality provide brand differentiation.
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Wireless standards can be thought of in three categories: connectivity, cellular and location. Connectivity covers many standards such as Wi-Fi and Bluetooth. LitePoint’s IQxel products cover emerging Wi-Fi standards such as WiFi 6E and WiFi 7 which makes use of the newly allocated 6-7GHz spectrum. Connectivity also includes a variety of other standards such as Bluetooth Classic, Bluetooth 5.0 and Bluetooth low energy, Zigbee, Z-Wave, NFC, LoRa and others.
The IQxel product family’s high performance wireless and multi-device testing economics are aligned with the needs of networking equipment, Internet gateways, IoT products and embedded modules used in smartphones, tablets, and PCs. In 2021, LitePoint introduced the IQxel-MX testing solution for the testing of Wi-Fi devices. Another connectivity product, the IQnfc, addresses the use of NFC technology for payments with mobile devices.
Cellular standards include 2G, 3G, 4G and the new 5G mobile phone technologies. LitePoint’s IQxstream is a multi-device production test optimized solution for high speed testing of GSM, EDGE, CDMA2000, TD-SCDMA, WCDMA, HSPA+, LTE and 5G technologies. It is used for calibration and verification of smartphones, tablets, small cell radio units and embedded cellular modules. The IQcell, is a multi-device cellular signaling test solution which enables user experience testing of LTE and 5G cellular devices over-the-air. The IQgig family provides test solutions at the intermediate and millimeter wave frequencies for 5G, proximity radar and 802.11ad.
Location technologies have traditionally been satellite-based wireless signals such as GPS and GLONASS, which are tested on LitePoint’s connectivity and cellular equipment. A new technology called Ultra-WideBand is being adopted in IoT, automotive and mobile phones. Ultra-WideBand provides finer location capability and is tested on LitePoint’s IQgig-UWB equipment.
To complement the test systems, LitePoint offers turnkey test software for over 350 of the most popular wireless chipsets. These optimized solutions provide rapid development of high volume manufacturing solutions with a minimum of engineering effort by customers.
Robotics
Our Robotics segment is comprised of two business units: Universal Robots and Mobile Industrial Robots.
Universal Robots
Universal Robots is a leading supplier of collaborative robots, which are low-cost, easy-to-deploy and simple-to-program robots that work side by side with production workers to improve quality, increase manufacturing efficiency and decrease manufacturing costs. Collaborative robots are designed to mimic the motion of a human arm and can be fitted with task specific grippers or end effectors to support a wide range of applications. Universal Robots offers a variety of collaborative robot models, including the UR3, UR5, UR10, UR16 and UR20, each with different weight carrying capacity and arm reach. All models are easily integrated into existing production environments. Universal Robots’ products are differentiated by their:
• | easy programming using a graphical interface which allows users to program the collaborative robot in a few hours; |
• | flexibility and ease of use in allowing customers to change the task the collaborative robot is performing as their production demands dictate; |
• | safe operations as collaborative robots can assist workers in side-by-side production environments requiring no special safety enclosures or shielding to protect workers; and |
• | short payback period, on average 12-18 months. |
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In 2018, Universal Robots introduced its e-Series collaborative robots which include technology advances that enable faster development of applications, greater precision and improved safety. Universal Robots offers four e-Series collaborative robot models UR3e, UR5e, UR10e, and UR16e. In 2021, Universal Robots introduced the upgraded version of its UR10e with 25% more payload to address market demand. In 2022, Universal Robots introduced the first of its next generation industrial collaborative robots, the UR20. This model, which begins shipment in the first half of 2023, has a 1750 millimeter reach and 20 kg payload capacity. UR20 handles more tasks, fits more applications and assists in more environments.
Mobile Industrial Robots
In September 2022, we merged MiR and AutoGuide to become a single supplier of AMRs to accelerate the creation of the industry’s widest ranging autonomous mobile robot platform for the manufacturing and logistics segments. MiR is a leading supplier of AMRs, which are low-cost, easy-to-deploy and simple-to-program mobile robots that increase manufacturing and warehouse efficiency and decrease costs. Collaborative autonomous mobile robots are designed to move material from point to point via autonomous navigation rather than the need for traditional mobile robot guidance infrastructure such as painted or magnetic strips and are designed to navigate safely around obstacles and people. MiR offers four collaborative autonomous mobile robot models, MiR100, MiR250, MiR600 and MiR1350, each with different payload carrying capacity. MiR 600 and MiR1350 were launched in the fall 2021. All models can be easily integrated into existing production environments. MiR’s products are differentiated by their:
• | easy programming using a graphical interface which allows users to program the AMR in a few hours; |
• | ease of use, speed of deployment and flexibility in allowing customers to change the task as their demands dictate; |
• | reliable autonomous navigation over large manufacturing and warehouse areas; and |
• | short payback period, on average 12–24 months. |
MiR also supports high payload AMRs, an emerging and fast-growing segment of the global forklift market used for material transport of payloads up to 4,500 kg in manufacturing, warehouse and logistics applications. These products complement MiR’s lower payload products.
Sales and Distribution
In 2021 and 2020, revenues from Taiwan Semiconductor Manufacturing Company Ltd., a customer of our Semiconductor Test segment, accounted for 12% and 15%, respectively, of our consolidated revenues. In each of the years, 2022, 2021 and 2020, our five largest direct customers in aggregate accounted for 26%, 33% and 36% of our consolidated revenues, respectively.
OSAT customers, such as Taiwan Semiconductor Manufacturing Company Ltd., often purchase our test systems based upon recommendations from OEMs, IDMs and Fabless companies. In all cases when an OSAT customer purchases a test system from us, we consider the OSAT as the customer since credit risk, title and risk of loss, among other things, are between Teradyne and the OSAT. We estimate consolidated revenues driven by Qualcomm, a customer of our Semiconductor Test, System Test, and Wireless Test segments, combining direct and indirect sales, accounted for approximately 11% of our consolidated revenues in 2022 and less than 10% in 2021 and 2020. We estimate consolidated revenues driven by one OEM customer, of our Semiconductor Test and Wireless Test segments, combining direct sales to that customer with sales to the customer’s OSATs (which include Taiwan Semiconductor Manufacturing Company Ltd.), accounted for less than 10% of our consolidated revenues in 2022, and 19% and 25% of our consolidated revenues in 2021 and 2020, respectively. The loss of, or significant decrease in demand from this OEM customer or any of our five largest direct customers, could have a material adverse effect on our business, results of operations and financial condition.
We have sales and service offices located throughout North America, Central America, Asia and Europe. We sell in these areas predominantly through a direct sales force, except for Robotics products, which are sold
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principally through distributors. Our manufacturing activities for our test businesses are primarily conducted through subcontractors and outsourced contract manufacturers with significant operations in China and Malaysia. The manufacturing activities for our Robotics businesses are done primarily in our production facilities in Denmark and the U.S.
Sales to customers outside the United States were 85%, 89%, and 90%, respectively, of our consolidated revenues in 2022, 2021 and 2020. Sales are attributed to geographic areas based on the location of the customer site.
See also “Item 1A: Risk Factors” and Note T: “Operating Segment, Geographic and Significant Customer Information” in Notes to Consolidated Financial Statements.
Competition
We face significant competition throughout the world in each of our reportable segments. Competitors in the Semiconductor Test segment include, among others, Advantest Corporation and Cohu, Inc.
Competitors in the System Test segment include, among others, Keysight Technologies, Inc., Advantest Corporation, Test Research, Inc. and SPEA S.p.A.
Competitors in our Wireless Test segment include, among others, Rohde & Schwarz GmbH & Co. KG, Anritsu Company, Keysight Technologies, Inc., National Instruments Corporation, Welzek and iTest.
Competitors in our Robotics segment include manufacturers of traditional industrial robots such as KUKA Robotics Corporation, ABB, FANUC and Yaskawa Electric Corporation, companies with emerging collaborative robot offerings such as Techman, Doosan, and AUBO Robotics, and manufacturers of autonomous mobile robots such as Omron, Fetch, OTTO Motors, Vecna, Seegrid and Balyo.
Some of our competitors may have greater financial and other resources to pursue engineering, manufacturing, marketing, and distribution of their products. We also face competition from emerging Asian companies and from internal suppliers at several of our customers. Some of our competitors have introduced or announced new products with certain performance characteristics which may be considered equal or superior to those we currently offer. We expect our competitors to continue to improve the performance of their current products and to introduce new products or new technologies that provide improved cost of ownership and performance characteristics. See also “Item 1A: Risk Factors.”
Backlog
At December 31, 2022 and 2021, our backlog of unfilled orders in our four reportable segments was as follows:
2022 | 2021 | |||||||
(in millions) | ||||||||
Semiconductor Test |
$ | 879.6 | $ | 824.1 | ||||
System Test |
253.0 | 375.4 | ||||||
Wireless Test |
60.0 | 56.8 | ||||||
Robotics |
42.6 | 28.1 | ||||||
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$ | 1,235.2 | $ | 1,284.4 | |||||
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Customers may delay delivery of products or cancel orders suddenly and without advanced notice, subject to possible cancellation penalties. Due to possible customer changes in delivery schedules and cancellation of orders, our backlog at any particular date is not necessarily indicative of the actual sales for any succeeding
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period. Delays in delivery schedules or cancellations of backlog during any particular period could have a material adverse effect on our business, financial condition or results of operations.
Raw Materials
Our products contain electronic and mechanical components that are provided by a wide range of suppliers. Some of these components are standard products, while others are manufactured to our specifications. We have experienced delays in obtaining timely delivery of certain components. These delays have impacted and may continue to impact the manufacturing of certain products and the timing of delivery of those products to our customers. While the majority of our components are available from multiple suppliers, certain items are obtained from sole sources. We may experience a temporary adverse impact if any of our sole source suppliers delay or cease to deliver products.
Intellectual Property and Licenses
The development of our products, both hardware and software, is based in significant part on proprietary information, our brands and technology. We protect our rights in proprietary information, brands and technology through various methods, such as:
• | patents; |
• | copyrights; |
• | trademarks; |
• | trade secrets; |
• | standards of business conduct and related business practices; and |
• | technology license agreements, software license agreements, non-disclosure agreements, employment agreements, and other agreements. |
However, these protections might not be effective in all circumstances. Competitors might independently develop similar technology or exploit our proprietary information and our brands in countries where we lack enforceable intellectual property rights or where enforcement of such rights through the legal system provides an insufficient deterrent. Also, intellectual property protections can lapse or be invalidated through appropriate legal processes. We do not believe that any single piece of intellectual property or proprietary rights is essential to our business.
Human Capital
We believe that our future success depends upon our continued ability to attract, develop, and retain a high-performance workforce, comprised of people with shared values. As of December 31, 2022, we employed approximately 6,500 employees, of whom approximately 2,000 were employed in the United States and approximately 4,500 were employed outside of the United States. Our largest non-US employee populations are in the Philippines (17%), Denmark (12%), China (11%), Taiwan (6%) and Costa Rica (6%). We also leverage contractors to provide flexibility for our business and manufacturing needs. As of December 31, 2022, we worked with approximately 300 contractors globally. Since the inception of our business, we have experienced no work stoppages or other labor disturbances.
Corporate Culture
Our core values are conducting business with honesty and integrity, collaborating with our colleagues as a company without doors, and partnering with our customers every step of the way, because customers count on us.
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We strive to foster a positive work environment that helps employees thrive. It is a priority for us to ensure that our people feel inspired, supported, safe and able to achieve their personal best. We are committed to equality through nondiscrimination, harassment prevention and pay equity policies. We value a diverse, inclusive and respectful work environment where all employees enjoy challenging assignments, development opportunities and a safe, positive culture.
We are committed to conducting business in a responsible manner, with strategic operational policies, procedures and values that support transparency, sustainability and legal compliance. We ensure ethical operations and business commitments through robust governance of the company’s code of conduct and global environmental, health and safety programs.
Competitive Pay and Benefits
The primary objective of our compensation program is to provide a compensation and benefits package that will continue to attract, retain, motivate and reward high performing employees who operate in a highly competitive and technologically challenging environment. We seek to achieve this objective by linking a significant portion of compensation to company and business unit performance. We enable employees worldwide to share in the success of the company through various programs including a stock purchase program, equity compensation, profit sharing and bonus plans. We seek competitiveness and fairness in total compensation with reference to peer comparisons and internal equity.
In addition to providing our employees with competitive compensation packages, we offer benefits designed to meet the needs of employees and their families worldwide, including paid time off, parental leave, bereavement leave, health insurance coverage, flexible work arrangements, contributions to retirement savings, and access to employee assistance and work-life programs.
Employee Development and Training
We believe that employee development and training is a key factor in attracting, motivating, improving and retaining a strong, competitive global workforce. We provide continual development to our employees focused on developing their job skills and competencies. Examples include new manager competencies like giving feedback and coaching, and training in software development tools and project management. Our employees worldwide also receive annual performance reviews and are involved in setting goals for their own development and performance. Employees and managers look back on the previous year, review career development plans and create goals for the next year. In 2022, we implemented a new learning management system integrated with our human resource system. This enabled our business to more easily create and offer business training courses.
We are committed to recruiting and developing talent at the collegiate level to help advance Science, Technology, Engineering and Mathematics (“STEM”) education for the future generation. For example, our paid internships and entry-level positions offer real-world experience, and our co-op program offers higher education students a unique learning opportunity as students alternate one semester in a work assignment and one semester in the classroom. Additionally, we offer reimbursement for educational courses related to an employee’s work or as part of a degree program, including tuition, lab fees and books. We also offer a scholarship program for employees with college-age children and grandchildren. In 2022, almost half of the scholarship recipients were outside of the United States.
Employee Engagement
We conduct regular employee surveys to check in with our global workforce and obtain input on a number of topics. The feedback we receive from these surveys helps us assess employee sentiment, identify areas of improvement and guides our decision-making as it relates to people management. In addition, our CEO and other executives meet with employees wordwide on a frequent basis through exchange meetings and quarterly
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webcasts. The exchange meetings allow the executives to directly interact with a small group of employees, while the global webcasts enable all employees to engage with senior leaders and ask questions in an open Q&A session.
We also offer employees worldwide an opportunity to network and connect with colleagues who share similar interests. This includes global groups such as New Employees to Teradyne, Woman’s Affinity Group, Veterans, Blue and Green (for team members that are committed to the environment), Runner’s affinity group and LGBTQ+ advocates.
Diversity and Inclusion
We believe in fostering a diverse workforce and equitable and inclusive culture in order to build a stronger and more resilient company for our customers, our employees and our communities worldwide. To support this effort, we have a Diversity and Inclusion Charter which was developed by our Diversity, Equity and Inclusion (“DEI”) executive sub-committee and designed to ensure that we build diversity across our workforce. In addition, in 2021, we hired our first DEI program manager and launched an internal DEI website for employees. We have established programs for recruiting and hiring candidates from various backgrounds and experiences. We have implemented policies regarding gender pay equity and have conducted audits in the United States which have not identified any pay equity issues in the employee populations tested. We conduct mandatory DEI-related training for our employees worldwide and offer a wide variety of optional DEI-related training courses as well. We are an equal opportunity and affirmative action employer committed to making employment decisions without regard to race, religion, ethnicity or national origin, gender, sexual orientation, gender identity or expression, age, disability, protected veteran status or any other characteristics protected by law.
We have a tradition of amplifying the charitable actions of our employees and responding to the needs of the communities where we work. To support positive change in society, we have donated to organizations fighting for social justice and racial equality. We also sponsor the Massachusetts Conference for Women and the California Conference for Women offering opportunities for business networking, professional development and personal growth. To make it easier for employees to support charitable activities and magnify the impact of support, we established a formal matching gift program, “Teradyne Cares.” The program matches up to $1,000 per year of an employee’s donations to qualified non-profit organizations.
Additionally, advancing education for future generations is a primary initiative at Teradyne. We support STEM programs at the middle, high school and collegiate level ranging from middle and high school robotics competitions to college scholarships, to underwriting university programs to increase the diversity of STEM graduates worldwide. We also donate test equipment and robots to colleges, universities, and vocational programs.
Health and Safety
The health and safety of our employees worldwide is our highest priority. We are committed to complying with all applicable regulatory health and safety requirements wherever we operate. We conduct internal audits, regular reviews and monitoring of regulations to ensure compliance with laws and regulations at the local, state, province and country levels. We ensure workers are provided with the knowledge to perform their jobs safely by deploying mandatory environmental, health and safety training. We also require contractors to complete safety training prior to working at any Teradyne site. We monitor, track and report common safety metrics such as accidents, near misses and illness. Our injury and illness rate is below the industry average. We also provide our employees with a flexible and adjustable workspace, which includes reviewing ergonomics issues in the workplace, educating employees to self-identify risks and ensuring they have the work environment they need to do their jobs safely and effectively.
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Throughout the novel coronavirus (COVID-19) pandemic, we have focused on ensuring the health and safety of our employees and providing the resources to effectively work remotely and to work in a safe environment when on site. We have encouraged our workforce to become fully vaccinated. We have also supported our global workforce by sending regular all-employee communications, providing development opportunities for managers and employees to support effectively working virtually, establishing emergency response teams to empower local decision-making, conducting surveys to check in with employees, sharing regular video updates from our leadership team, and establishing a well-defined return to work process.
Regulatory Environment
We are subject to various federal, state, and local government laws and regulations relating to international trade, business conduct, the protection of employee health and safety and the environment.
We accrue for all known environmental liabilities when it becomes probable that we will incur cleanup costs and those costs can reasonably be estimated. Estimated environmental costs are not expected to materially affect the financial position or results of our operations in future periods. However, estimates of future costs are subject to change due to protracted cleanup periods and changing environmental remediation laws and regulations.
We are subject to U.S. laws and regulations that limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners and other persons. In certain circumstances, export control and economic sanctions regulations prohibit the export of certain products, services, and technologies, and in other circumstances we are required to obtain an export license before exporting the controlled item. For example, we must comply with current U.S. Department of Commerce export control regulations restricting transactions with certain customers in China. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. We maintain an export compliance program but there are risks that the compliance controls could be circumvented, exposing us to legal liabilities. Compliance with these laws has limited our sales and likely will continue to limit sales to certain customers in the future. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales to drop, which could have a material adverse effect on our business, financial condition or results of operations.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Pursuant to General Instruction G (3) of Form 10-K, the following table is included in Part I of this Annual Report on Form 10-K in lieu of being included in the Proxy Statement for the Annual Meeting of Shareholders. The table sets forth the names of all of our executive officers and certain other information relating to their positions held with Teradyne and other business experience. Our executive officers do not have a specific term of office but rather serve at the discretion of the Board of Directors.
Executive Officer |
Age | Position |
Business Experience for The Past 5 Years | |||
Gregory S. Smith |
59 | Chief Executive Officer, President and President of Robotics | Chief Executive Officer since February 2023; President of Teradyne since July 2022; President of Robotics 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. | |||
Sanjay Mehta |
54 | Vice President, Chief Financial Officer and Treasurer | Vice President, Chief Financial Officer and Treasurer of Teradyne since April 2019; Senior Vice President and General Manager of Compute and XR Products at Qualcomm Technologies, Inc. (“Qualcomm”) from June 2018 to March 2019; President of Qualcomm’s semiconductor segment (“QCT”) China from March 2016 to June 2018; Senior Vice President Business Operations of QCT at Qualcomm from November 2015 to March 2016; Chief Financial Officer and Senior Vice President, Sales Operations, of QCT at Qualcomm from October 2010 to November 2015. | |||
Charles J. Gray |
61 | Vice President, General Counsel and Secretary | Vice President, General Counsel and Secretary of Teradyne since April 2009. | |||
Bradford B. Robbins |
64 | President of Wireless Test | President of Wireless Test since August 2014; Chief Operating Officer of LitePoint Corporation from 2012 to 2014; Vice President of Teradyne since 2001. | |||
Richard J. Burns |
60 | President of Semiconductor Test | President of Semiconductor Test since October 2020; Vice President, Semiconductor Test Engineering from February 2016 to September 2020. |
Item 1A: | Risk Factors |
The risks described below are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
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Risks Associated with Teradyne’s Markets
Our business is impacted by global and industry-specific economic cycles, which are difficult to predict, and actions we have taken or may take to offset these cycles may not be sufficient.
Capital equipment providers in the electronics, semiconductor industries and robotics, such as Teradyne, have, in the past, been negatively impacted by both sudden slowdowns in the global economies and recurring cyclicality within those industries. These cycles have resulted in periods of over-supply; a trend we believe will continue to occur. Our business and results of operations depend, in significant part, upon capital expenditures of manufacturers of semiconductors electronics and other industrial products, which in turn depend upon the current and anticipated market demand for those products. Disruption or deterioration in economic conditions may reduce customer purchases of our products, thereby reducing our revenues and earnings. In addition, such adverse changes in economic conditions, and resulting slowdowns in the market for our products, may, among other things, result in increased price competition for our products, increased risk of excess and obsolete inventories, increased risk in the collectability of our accounts receivable from our customers, potential reserves for doubtful accounts and write-offs of accounts receivable, increased risk of restructuring charges, and higher operating costs as a percentage of revenues, which, in each case and together, adversely affect our operating results. We are unable to predict the likely duration, frequency and severity of disruptions in financial markets, credit availability, and adverse economic conditions throughout the world, and we cannot ensure that the level of revenues or new orders for a fiscal quarter will be sustained in subsequent quarters. We have taken actions to address the effects of general economic variability and recurring industry cyclicality, including implementing cost control and reduction measures. We cannot predict whether these measures will be sufficient to offset global or market-specific disruptions that might affect our businesses and we may need to take additional or different measures in the future.
We are subject to intense competition.
We face significant competition throughout the world in each of our reportable segments. Some of our competitors have substantial financial and other resources to pursue engineering, manufacturing, marketing and distribution of their products. We also face competition from emerging Asian companies and internal development at several of our customers. Some of our competitors have introduced or announced new products with certain performance characteristics that may be considered equal or superior to those we currently offer. We expect our competitors to continue to improve the performance of their current products and to introduce new products or new technologies that provide improved cost of ownership and performance characteristics. New product introductions by competitors could cause a decline in revenues or loss of market acceptance of our products.
The market for our products is concentrated, and our business depends, in part, on obtaining orders from a few significant customers.
The market for our products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. In each of the years, 2022, 2021 and 2020, our five largest direct customers in aggregate accounted for 26%, 33% and 36% of consolidated revenues, respectively.
We estimate consolidated revenues driven by Qualcomm, a customer of our Semiconductor Test, System Test, and Wireless Test segments, combining direct and indirect sales to Qualcomm, accounted for approximately 11% of our consolidated revenues in 2022 and less than 10% in 2021 and 2020. We estimate consolidated revenues driven by one OEM customer, of our Semiconductor Test and Wireless Test segments, combining direct sales to that customer with sales to the customer’s OSATs (which include Taiwan Semiconductor Manufacturing Company Ltd.), accounted for less than 10% of our consolidated revenues in 2022, and 19% and 25% of our consolidated revenues in 2021 and 2020, respectively.
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If we fail to develop new technologies to adapt to our customers’ needs and if our customers fail to accept our new products, our revenues will be adversely affected.
We believe that our technological position depends primarily on the technical competence and creative ability of our engineers. In a rapidly evolving market, such as ours, the development or acquisition of new technologies, commercialization of those technologies into products and market acceptance and customer demand for those products are critical to our success. Successful product development or acquisition, introduction and acceptance depend upon a number of factors, including:
• | new product selection; |
• | ability to meet customer requirements including with respect to safety and cyber security; |
• | development of competitive products by competitors; |
• | timely and efficient completion of product design; |
• | timely and efficient implementation of manufacturing and manufacturing processes; |
• | timely remediation of product performance issues, if any, identified during testing; |
• | assembly processes and product performance at customer locations; |
• | differentiation of our products from our competitors’ products; |
• | management of customer expectations concerning product capabilities and product life cycles; |
• | transition of customers to new product platforms; |
• | compliance with product safety regulations; |
• | ability to protect products from cyber attacks when used by our customers; |
• | ability to attract and retain technical talent; and |
• | innovation that does not infringe on the intellectual property rights of third parties. |
Risks Associated with Operating a Global Business
We are subject to risks of operating internationally.
A significant portion of our total revenues is derived from customers outside the United States. Our international sales and operations are subject to significant risks and difficulties, including:
• | unexpected changes in legal and regulatory requirements affecting international markets; |
• | cost increases due to inflation |
• | changes in tariffs and exchange rates; |
• | social, political and economic instability, acts of terrorism and international conflicts; |
• | disruption caused by health pandemics, such as the coronavirus; |
• | difficulties in protecting intellectual property; |
• | difficulties in accounts receivable collection; |
• | cultural differences in the conduct of business; |
• | difficulties in staffing and managing international operations; |
• | compliance with anti-corruption laws; |
• | compliance with data privacy regulations; |
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• | compliance with customs and trade regulations; and |
• | compliance with international tax laws and regulations. |
In addition, an increasing portion of our products and the products we purchase from our suppliers are sourced or manufactured in foreign locations, including China, Malaysia and Denmark, and a large portion of the devices our products test are fabricated and tested by foundries and subcontractors in Taiwan, China, Korea and other parts of Asia. As a result, we are subject to a number of economic and other risks, particularly during times of political, health or financial instability in these regions. Disruption of manufacturing or supply sources in these international locations could materially adversely impact our ability to fill customer orders and potentially result in lost business.
Risks Related to Teradyne’s Finances
We may not fully realize the benefits of our acquisitions or strategic alliances.
In June 2015, we acquired Universal Robots, in 2018, we acquired Energid and MiR and, in 2019, we acquired Lemsys and AutoGuide. We may not be able to realize the benefits of acquiring or successfully growing these businesses. We may continue to acquire additional businesses, form strategic alliances, or create joint ventures with third parties that we believe will complement or augment our existing businesses. We may not be able to realize the expected synergies and cost savings from the integration with our existing operations of other businesses or technologies that we may acquire. In addition, the integration process for our acquisitions may be complex, costly and time consuming and include unanticipated issues, expenses, and liabilities. We may have difficulty in developing, manufacturing, and marketing the products of a newly acquired company in a manner that enhances the performance of our combined businesses or product lines and allows us to realize value from expected synergies. Following an acquisition, we may not achieve the revenue or net income levels that justify the acquisition. Acquisitions may also result in one-time charges (such as acquisition-related expenses, write-offs or restructuring charges) or in the future, impairment of goodwill or acquired intangible assets, or adjustments to contingent consideration liabilities that adversely affect our operating results. Additionally, we may fund acquisitions of new businesses, strategic alliances, or joint ventures by utilizing our cash, incurring debt, issuing shares of our common stock, or by other means.
We may incur higher tax rates than we expect and may have exposure to additional international tax liabilities and costs.
We are subject to paying income taxes in the United States and other countries where we operate. Our effective tax rate is dependent on where our earnings are generated and the tax regulations and the interpretation and judgment of administrative tax or revenue authorities in the United States and other countries. We have pursued a global tax strategy that could be adversely affected by the mix of earnings and tax rates in the countries where we operate, changes to tax laws, tax regulations or an adverse tax ruling by administrative authorities. We are also subject to tax audits in the countries where we operate. Any material change in our tax liability resulting from changes in tax laws, tax regulations, administrative rulings or audits from an administrative tax or revenue authority could negatively affect our financial results.
As a multinational corporation, we are subject to income taxes as well as non-income-based taxes, in both the United States and various foreign jurisdictions. In certain foreign jurisdictions, we qualify for tax incentives and tax holidays based on our ability to meet, on a continuing basis, various tests relating to our employment levels, research and development expenditures and other qualification requirements in a particular foreign jurisdiction. While we intend to operate in such a manner to maintain and maximize our tax incentives and tax holidays, no assurance can be given that we have so qualified or that we will so qualify for any particular year or jurisdiction. If we fail to qualify or fail to remain qualified for certain foreign tax incentives and tax holidays, we may be subject to further taxation or an increase in our effective tax rate which would adversely impact our financial results. In November 2020, we entered into an agreement with the Singapore Economic Development
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Board which extended our Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2020. The new tax holiday is scheduled to expire on December 31, 2025.
The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2022, 2021 and 2020 were $16.0 million or $0.09 per diluted share, $33.3 million or $0.18 per diluted share, and $29.9 million or $0.16 per diluted share, respectively. These tax savings may not be achievable in subsequent years due to changes in Singapore’s tax laws, issuance of new global minimum tax laws, or the expiration of the tax holiday.
In addition, we may incur additional costs, including headcount expenses, in order to maintain or obtain a foreign tax incentive or tax holiday in a particular foreign jurisdiction.
We have significant guarantees, indemnification, and customer confidentiality obligations.
From time to time, we make guarantees to customers regarding the delivery, price and performance of our products and guarantee certain indebtedness, performance obligations or lease commitments of our subsidiary and affiliate companies. We also have agreed to provide indemnification to our officers, directors, employees and agents, to the extent permitted by law, arising from certain events or occurrences, while the officer, director, employee or agent, is or was serving at our request in such capacity. Additionally, we have confidentiality obligations to certain customers and if breached would require the payment of significant penalties. If we become liable under any of these obligations, it could materially and adversely affect our business, financial condition or operating results. For additional information see Note M: “Commitments and Contingencies—Guarantees and Indemnification Obligations” in Notes to Consolidated Financial Statements.
We may discontinue or reduce our quarterly cash dividend or share repurchase program.
In January 2014, our Board of Directors initiated a quarterly cash dividend. Since 2014, the Board of Directors has increased our quarterly cash dividend from $0.06 per share to $0.11 per share. Holders of our common stock are only entitled to receive dividends when and if they are declared by our Board of Directors.
In January 2021, our Board of Directors approved a $2.0 billion share repurchase program. In 2022 and 2021, we repurchased $752.1 million, and $600.0 million, respectively of common stock. In January 2023, our Board of Directors cancelled the 2021 repurchase program and approved a new $2.0 billion share repurchase program. Under the share repurchase program, we may repurchase outstanding shares of our common stock from time to time in the open market and through privately negotiated transactions. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program.
Future cash dividends and share repurchases are subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition. While we have declared a quarterly cash dividend on our common stock and authorized a share repurchase program, we are not required to do either and may reduce or eliminate our cash dividend or share repurchase program in the future. The reduction or elimination of our cash dividend or our share repurchase program could adversely affect the market price of our common stock.
We have incurred indebtedness and may incur additional indebtedness.
On December 12, 2016, we completed a private offering of $460.0 million aggregate principal amount of 1.25% convertible senior unsecured notes (the “Notes”) due December 15, 2023 and received net proceeds, after issuance costs, of approximately $450.8 million, $33.0 million of which was used to pay the net cost, after being partially offset by proceeds from the sale of the warrants, of the convertible note hedge transactions and $50.1 million of which was used to repurchase 2.0 million shares of our common stock. Holders of the Notes may require us to repurchase the Notes upon the occurrence of certain fundamental changes involving us or the holders may elect to convert into shares of our common stock. As of February 22, 2023, one hundred and twenty four holders had converted $424.9 million worth of notes.
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On May 1, 2020, we entered into a three-year, senior secured revolving credit facility of up to $400.0 million. On December 10, 2021, the credit agreement was amended to extend the maturity date of the credit facility to December 10, 2026. On October 5, 2022, the credit agreement was amended to increase the amount of the credit facility to $750.0 million from $400.0 million. The amended credit agreement provides that, subject to customary conditions, we may seek to obtain from existing or new lenders the available incremental amount under the credit facility, not to exceed the greater of $200.0 million or 15% of consolidated EBIDTA. We could borrow funds under this credit facility at any time for general corporate purposes and working capital. As of February 22, 2023, we have not borrowed any funds under this credit facility.
The issuance of the Notes and any additional indebtedness, among other things, could:
• | make it difficult to make payments on this indebtedness and our other obligations; |
• | make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes; |
• | require the dedication of a substantial portion of any cash flows from operations to service for indebtedness, thereby reducing the amount of cash flows available for other purposes, including capital expenditures; and |
• | limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete. |
Restrictive covenants in the agreement governing our senior secured revolving credit facility may restrict our ability to pursue business strategies.
The agreement governing our senior secured revolving credit facility limits our ability, among other things, to incur additional secured indebtedness; sell, transfer, license or dispose of assets; consolidate or merge; enter into transactions with our affiliates; and incur liens. In addition, our senior secured revolving credit facility contains financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest, such as, subject to permitted exceptions, making capital expenditures in excess of certain thresholds, making investments, loans and other advances, and prepaying any additional indebtedness while our indebtedness under our senior secured revolving credit facility is outstanding. Our failure to comply with financial and other restrictive covenants could result in an event of default, which if not cured or waived, could result in the lenders requiring immediate payment of all outstanding borrowings or foreclosing on collateral pledged to them to secure the indebtedness.
Our convertible note hedge and warrant transactions could impact the value of our stock.
Concurrent with the offering of the Notes, we entered into convertible note hedge transactions (the “Note Hedge Transactions”) with the initial purchasers or their affiliates (the “Option Counterparties”). The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that underlie the Notes, with a strike price equal to the conversion price of the Notes of $31.46. The Note Hedge Transactions cover, subject to customary anti-dilution adjustments, approximately 1.6 million shares of our common stock. On November 4, 2021, we made an irrevocable election under the indenture to require the principal portion of the remaining Notes to be settled in cash.
Separately and concurrent with the pricing of the Notes, we entered into warrant transactions with the Option Counterparties (the “Warrant Transactions”) in which we sold net-share-settled (or, at our election subject to certain conditions, cash-settled) warrants to the Option Counterparties. The Warrant Transactions cover, subject to customary anti-dilution adjustments, approximately 14.6 million shares of our common stock. The strike price of the warrants is $39.48 per share. The Warrant Transactions could have a dilutive effect to our common stock to the extent that the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants.
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The Note Hedge Transactions are expected to reduce the potential dilution to our common stock upon any conversion of the Notes. However, the Warrant Transactions could separately have a dilutive effect to the extent that the market value per share of our common stock exceeds the applicable strike price of the warrants. The net cost of the Note Hedge Transactions, after being partially offset by the proceeds from the sale of the warrants, was approximately $33.0 million.
In connection with establishing their initial hedge of these convertible note hedge and warrant transactions, the Option Counterparties have entered into various derivative transactions with respect to our common stock and/or purchase shares of our common stock or other securities, including the Notes, concurrent with, or shortly after, the pricing of the Notes. In addition, the Option Counterparties may modify their hedge positions by entering into or unwinding various derivative transactions with respect to our common stock or by selling our common stock or other securities, including the Notes, in secondary market transactions (and may do so during any observation period related to the conversion of the Notes). These activities could adversely impact the value of our common stock and the Notes.
We may not be able to pay our debt and other obligations.
If our cash flows are inadequate to meet our obligations, we could face substantial liquidity problems. If we are unable to generate sufficient cash flows or otherwise obtain funds necessary to make required payments on the Notes or certain of our other obligations, we would be in default under the terms thereof, which would permit the holders of those obligations to accelerate their maturity and also could cause defaults under future indebtedness we may incur. Any such default could have a material adverse effect on our business, prospects, financial position and operating results. In addition, we cannot be certain that we would be able to repay amounts due on the Notes if those obligations were to be accelerated following the occurrence of any other event of default as defined in the instruments creating those obligations, or if the holders of the Notes require us to repurchase the Notes upon the occurrence of a fundamental change involving us. Moreover, we cannot be certain that we will have sufficient funds or will be able to arrange for financing to pay the principal amount due on the Notes at maturity.
Foreign currency exchange rates and fluctuations in those rates may affect the Company’s ability to realize projected growth rates in its sales and earnings.
Our financial statements are denominated in U.S. dollars. While the majority of our revenues are in U.S. dollars, approximately 70 percent of our Robotics revenue is denominated in foreign currencies. Correspondingly, our results of operations and our ability to realize projected growth rates in sales and earnings in Robotics could be adversely affected if the U.S. dollar strengthens significantly against foreign currencies.
Risks Related to Operations
Our operating results are likely to fluctuate significantly.
Our operating results are affected by a wide variety of factors that could materially adversely affect revenues or profitability. The following factors could impact future operations:
• | a worldwide economic slowdown or disruption in the global financial or industrial markets; |
• | cost increases from inflation on materials, employee wages, third party labor, and contract manufacturing; |
• | competitive pressures on selling prices; |
• | our ability to introduce, and the market acceptance of, new products; |
• | changes in product revenues mix resulting from changes in customer demand; |
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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; |
• | engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia; |
• | provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products; |
• | impairment charges for certain long-lived and intangible assets, and goodwill; |
• | an increase in the leasing of our products to customers; |
• | disruption caused by health pandemics, such as the coronavirus; |
• | the success of sales channel expansion in Robotics; |
• | our ability to expand our global distribution channel for our collaborative and mobile robots; |
• | parallel or multi-site testing which could lead to a decrease in the ultimate size of the market for our semiconductor and electronic test products; and |
• | the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase. |
As a result of the foregoing and other factors, we have experienced and may continue to experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect our business, financial condition, operating results or stock price.
If our suppliers do not meet product or delivery requirements, we could have reduced revenues and earnings.
If any of our suppliers were to cancel contracts or commitments or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose time-sensitive customer orders, have significantly decreased revenues and earnings and be subject to contractual penalties, which would have a material adverse effect on our business, results of operations and financial condition. In addition, we rely on contract manufacturers for certain of our products, and our ability to meet customer orders for those products depends upon the timeliness and quality of the work performed by these subcontractors, over whom we do not exercise any control.
To a certain extent, we are dependent upon the ability of our suppliers and contract manufacturers to help meet increased product or delivery requirements. It may be difficult for certain suppliers to meet delivery requirements in a period of rapid growth, therefore impacting our ability to meet our customers’ demands.
Our suppliers are subject to trade regulations, including tariffs and export restrictions imposed by the United States Government and by the governments of other countries. These regulations could impact our suppliers’ ability to provide us with components for our products or could increase the price of those components.
We rely on the financial strength of our suppliers. There can be no assurance that the loss of suppliers either as a result of financial viability, bankruptcy or otherwise will not have a material adverse effect on our business, results of operations or financial condition.
Our operations may be adversely impacted if our outsourced contract manufacturers or service providers fail to perform.
We depend on Flex Ltd. (“Flex”) to manufacture and test our FLEX and J750 family of products from its facilities in China and, starting in 2022, also Malaysia; Plexus Corp. (“Plexus”) to manufacture and test our
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Magnum products from its facilities in Malaysia and, starting in 2023, also Thailand and ETS family of products from its facility in Malaysia; SAM Meerkat to manufacture and test our storage test family of products from its facilities in Malaysia and Thailand and on other contract manufacturers to manufacture other products. If for any reason these contract manufacturers cannot provide us with these products in a timely fashion, or at all, we may not be able to sell these products to our customers until we enter a similar arrangement with an alternative contract manufacturer. The Flex facility located in China may be impacted by the ongoing trade dispute between the United States and China, by regulations implemented by the United States or China, or disruption caused by health pandemics, such as the coronavirus.
If we experience a problem with our supply of products from Flex, Plexus, SAM Meerkat, or our other contract manufacturers, it may take us significant time to either manufacture the product or find an alternate contract manufacturer, which could result in substantial expense and disruption to our business.
We have also outsourced certain general and administrative functions to reputable service providers, many of which are in foreign countries, sometimes impacting communication with them because of language and time differences. Their presence in foreign countries also increases the risk they could be exposed to political risk. Additionally, there may be difficulties encountered in coordinating the outsourced operations with existing functions and operations. If we fail in successfully coordinating and managing the outsourced service providers, it may cause an adverse effect on our operations which could have a material adverse effect on our business, results of operations or financial condition.
Our business may suffer if we are unable to attract and retain key employees.
Competition for employees with skills we require is intense in the high technology industry. We expect intense competition for employees to continue in 2023. Our success will depend on our ability to attract and retain key technical employees. The loss of one or more key or other employees, a decrease in our ability to attract additional qualified employees, or the delay in hiring key personnel could each have a material adverse effect on our business, results of operations or financial condition.
Our operations, and the operations of our customers and suppliers, are subject to risks of natural catastrophic events, severe weather, widespread health epidemics, acts of war, terrorist attacks and the threat of domestic and international terrorist attacks, any one of which could result in cancellation of orders, delays in deliveries or other business activities, or loss of customers and could negatively affect our business and results of operations.
Our business is international in nature, with our sales, service and administrative personnel and our customers and suppliers located in numerous countries throughout the world. Our operations, and those of our customers and suppliers, are subject to disruption for a variety of reasons, including work stoppages, acts of war, terrorism, health epidemics, fires, earthquakes, hurricanes, typhoons, volcanic eruptions, energy shortages, telecommunication failures, tsunamis, flooding or other natural disasters. Such disruption could materially increase our costs and expenses as well as cause delays in, among other things, shipments of products to our customers, our ability to perform services requested by our customers, or the installation and acceptance of our products at customer sites. Any of these conditions could have a material adverse effect on our business, financial condition or results of operations.
Global climate change can result in natural disasters occurring more frequently, with greater intensity and with less predictability. For example, in December 2021, our operations in Cebu, Philippines experienced a devastating typhoon. Our employees in Cebu succeeded in restoring most of our operations within days despite the severity of the damage in the region. We have offered support services to many of our employees impacted by the typhoon and have incurred additional costs to maintain our operations following the disaster. The long-term effects of climate change on the global economy and the semiconductor industry in particular are unclear but could be severe.
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The global supply shortage of electrical components and inflationary cost increases has impacted our ability to meet customer demand and could adversely affect our business and financial results.
The global supply shortage of electrical components, including semiconductor chips, continued to impact our supply chain in 2022. As a result, we have experienced, and expect to continue to experience, increases in our lead times and costs for certain components for certain products and delays in the delivery of some orders placed by our customers. In addition, in 2022, inflationary pressures contributed to increased costs for product components and wage inflation, which had minimal impact on our cost of products, gross margin and profit for the year. Our supply chain team, and our suppliers, continue to manage numerous supply, production and logistics obstacles. In an effort to mitigate these risks, in some cases, we have incurred higher costs due to investment in supply chain resiliency and to secure available inventory or have extended or placed non-cancellable purchase commitments with semiconductor suppliers, which introduces inventory risk if our forecasts and assumptions prove inaccurate. We have also sourced components from additional suppliers and multi-sourced and pre-ordered components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced. However, if we are unable to secure manufacturing capacities from our current or new suppliers and contract manufacturers, on acceptable terms or at all, or successfully manage our purchase commitments and inventory for components, our ability to deliver our products to our customers in the desired quantities, at competitive prices or in a timely manner may be negatively impacted for 2023. Also, our suppliers and contract manufacturers have increased their prices, which increased our cost of products. We have been and may continue to be, affected by wage inflation. We also have been, and may continue to attempt to, offset the effect of these inflationary pressures by increasing the prices of our products. However, we may not be fully able to pass additional costs on to our customers, which could have a negative impact on our results of operations and financial condition. In 2022, we were unable to supply approximately $20 million of revenue in our test businesses for which we had customer demand.
Risks Related to Intellectual Property (“IP”) and Cybersecurity
Third parties may claim we are infringing their intellectual property and we could suffer significant litigation costs, licensing expenses or be prevented from selling our products.
We have been sued for patent infringement and receive notifications from time to time that we may be in violation of patents held by others. An assertion of patent infringement against us, if successful, could have a material adverse effect on our ability to sell our products or it could force us to seek a license to the intellectual property rights of others or alter such products so that they no longer infringe the intellectual property rights of others. A license could be very expensive to obtain or may not be available at all. Similarly, changing our products or processes to avoid infringing the rights of others may be costly or impractical. Additionally, patent litigation could require a significant use of management resources and involve a lengthy and expensive defense, even if we eventually prevail. If we do not prevail, we might be forced to pay significant damages, obtain licenses, modify our products, or stop making our products; each of which could have a material adverse effect on our financial condition, operating results or cash flows.
If we are unable to protect our IP, we may lose a valuable asset or may incur costly litigation to protect our rights.
We protect the technology that is incorporated in our products in several ways, including through patent, copyright, trademark and trade secret protection and by contractual agreement. However, even with these protections, our IP may still be challenged, invalidated or subject to other infringement actions. While we believe that our IP has value in the aggregate, no single element of our IP is in itself essential. If a significant portion of our IP is invalidated or ineffective, our business could be materially adversely affected.
A breach of our operational or security systems could negatively affect our business and results of operations.
We rely on various information technology networks and systems to process, transmit and store electronic information, including proprietary and confidential data, and to carry out and support a variety of business
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activities, including manufacturing, research and development, supply chain management, sales and accounting. We have experienced several attempted cyber-attacks of our network. None of the attempted attacks have caused a disruption to our operations or had a material adverse effect on our business or financial results. As a result of the attempts, we have taken further preventive security measures to protect our systems. Despite these preventative security measures we have implemented, we may continue to be vulnerable to attempts by third parties to gain unauthorized access to our networks or sabotage our systems. These attempts, which might be related to criminal hackers, industrial espionage or state-sponsored intrusions, include trying to covertly introduce malware to our computers, networks and systems and impersonating authorized users. In addition, third party suppliers and service providers that we rely on to manage our networks and systems and process and store our proprietary and confidential data, including the data of our customers and suppliers, may also be subject to similar attacks. Employees and contractors may also attempt to gain unauthorized access to our systems and steal proprietary and confidential data. Such attempts could result in the misappropriation, theft, misuse, disclosure or loss or destruction of the intellectual property, or the proprietary, confidential or personal information, of Teradyne or our employees, customers, suppliers or other third parties, as well as damage to or disruptions in our information technology networks and systems. These threats are constantly evolving, thereby increasing the difficulty of defending against them or implementing adequate preventative measures. While we seek to detect and investigate all security incidents and to prevent their recurrence, attempts to gain unauthorized access to our information technology networks and systems may be successful, and in some cases, we might be unaware of an incident or its magnitude and effects. A failure in or a breach of our operational or security systems or infrastructure, or those of our suppliers and other service providers, including as a result of cyber-attacks, could have a material adverse effect on our business or financial results, disrupt our business, result in the disclosure or misuse of proprietary or confidential information, damage our reputation, cause losses and increase our costs. We expect to continue to devote significant resources to the security of our information technology networks and systems.
A breach of the security of our products could negatively affect our business and results of operations.
We may be subject to security breaches of certain of our products caused by viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by third parties or our employees or contractors. A breach of our product security systems could have a material adverse effect on our business or financial results, disrupt our business, result in the disclosure or misuse of proprietary or confidential information, damage our reputation, cause losses, and increase our costs. We expect to continue to devote significant resources to the security of our products.
Risks Related to the COVID-19 Pandemic
The novel coronavirus (COVID-19) pandemic has impacted our business and could materially adversely affect our results of operations, financial condition, liquidity, or cash flows.
During the global COVID-19 pandemic, government authorities implemented numerous measures in an effort to contain the spread of the virus, such as travel bans and restrictions, limitations on gatherings or social distancing requirements, quarantines, shelter-in-place orders, vaccination and testing mandates, and business limitations and shutdowns. These measures impacted our day-to-day operations and disrupted our business, workforce and operations, as well as the operations of our customers, contract manufacturers and suppliers. The COVID-19 pandemic also significantly increased economic and demand uncertainty in our markets. The COVID-19 pandemic, and the numerous measures implemented in response, adversely impacted our results of operations, including increasing costs company-wide, but we cannot accurately estimate the full extent of the impact to our 2022, 2021 and 2020 financial results or to our future financial results.
We will continue to monitor the COVID-19 pandemic. However, we are unable to accurately predict the future of COVID-19, which will depend on future developments that are highly uncertain and cannot be predicted with accuracy, including, but not limited to, any new surges or new strains or variants of the virus in areas where we do business, the availability and use of vaccinations and any further actions we may take as required by government authorities or that we determine are in the best interest of our employees, customers, contract manufacturers and suppliers.
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Risks Related to Legal and Regulatory Compliance
The implementation of tariffs on our products may have a material impact on our business.
Our business operations and supply chain are global and may be disrupted by the implementation of tariffs.
In 2018, the United States Trade Representative imposed a 25% tariff on many lists of products, including certain Teradyne products that are made in China and imported into the United States. We have implemented operational changes that mitigate the impact of the 25% tariff on the import of our impacted products into the United States. As a result, the existing tariff has not had a material adverse effect on our business, financial condition or results of operations. The implementation of additional tariffs by the United States could have a material adverse effect on our business, financial condition or results of operations.
In addition to the actions taken by the United States, China has implemented retaliatory tariffs on products made in the United States and imported into China, including certain Teradyne products. We have implemented, if appropriate, operational changes that would mitigate the impact of the retaliatory tariffs. However, notwithstanding our efforts, the retaliatory tariffs or other trade restrictions implemented by China could disrupt our business operations, sales and supply chain and, therefore, have a material adverse effect on our business, financial condition or results of operations.
Trade regulations and restrictions impact our ability to manufacture certain products and to sell products to and support certain customers, which may materially adversely affect our sales and results of operations.
We are subject to U.S. laws and regulations that limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners and other persons. In certain circumstances, export control and economic sanctions regulations prohibit the export of certain products, services and technologies, and in other circumstances are required to obtain an export license before exporting the controlled item. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. We maintain an export compliance program but there are risks that the compliance controls could be circumvented, exposing us to legal liabilities. Compliance with these laws has not significantly limited our sales but could significantly limit them in the future. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales to drop, which could have a material adverse effect on our business, financial condition or results of operations.
The U.S. government from time to time has issued export restrictions that prohibit U.S. companies from exporting U.S. manufactured products, foreign manufactured products with more than 25% controlled U.S. content, as well as U.S. origin technology. For example, the U.S. Department of Commerce has restricted the access of U.S. origin technologies to certain Chinese semiconductor companies including YMTC and CXMT by adding those companies to the Entity List under U.S. Export Administration Regulations (“EAR”). The addition of certain of these companies to the entity list has had and will continue to have an adverse impact on our business with these customers. We will take appropriate actions, including filing for licenses with the U.S. Department of Commerce to attempt to minimize the impact of the restrictions on these companies.
On May 16, 2019, Huawei and 68 of its affiliates, including HiSilicon, were added to the U.S. Department of Commerce Entity List under the EAR. This action by the U.S. Department of Commerce imposed new export licensing requirements on exports, re-exports, and in-country transfers of all U.S. regulated products, software and technology to the designated Huawei entities. On August 17, 2020, the U.S. Department of Commerce published final regulations expanding the scope of the U.S. EAR to include additional products that would become subject to export restrictions relating to Huawei entities including HiSilicon. These new regulations restrict the sale to Huawei and the designated Huawei entities of certain non-U.S. made items, such as semiconductor devices, manufactured for or sold to Huawei entities including HiSilicon under specific, detailed conditions set forth in the new regulations. These new regulations have impacted our sales to Huawei, HiSilicon and their suppliers. We are taking appropriate actions, including filing license applications and obtaining licenses
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from the U.S. Department of Commerce. However, we do not expect these actions will mitigate the impact of the regulations on our sales to Huawei, HiSilicon and other suppliers. As a result, the regulations will continue to have an adverse impact on our business and financial results. It is uncertain the extent these new regulations and any additional regulations that may be implemented by the U.S. Department of Commerce or other government agency may have on our business with other customers or potential customers. Also, our controls related to Entity List compliance could be circumvented, exposing us to legal liabilities.
On April 28, 2020, the U.S. Department of Commerce published new export control regulations for certain U.S. products and technology sold to military end users or for military end-use in China, Russia and Venezuela. The definition of military end user is broad. The regulations went into effect on June 29, 2020. In December 2020, the U.S. Department of Commerce issued a list of companies in China and other countries that it considered to be military end users. Compliance with the new export controls has impacted our ability to sell products to certain customers in China. In addition, while we maintain an export compliance program, our compliance controls could be circumvented, exposing us to legal liabilities. We will continue to assess the impact of the new export controls on our business and operations and take appropriate actions, including filing for licenses with the U.S. Department of Commerce, to minimize any disruption. However, we cannot be certain that the actions we take will mitigate all the risks associated with the export controls that may impact our business.
On October 7, 2022, the U.S. Department of Commerce published new regulations restricting the export to China of advanced semiconductors, supercomputer technology, equipment for the manufacturing of advanced semiconductors and components and technology for the manufacturing in China of certain semiconductor manufacturing equipment. The new restrictions are lengthy and complex. We continue to assess the impact of these regulations on our business. We have determined that restrictions on the sale of semiconductor testers in China to test certain advanced semiconductors will impact our sales to certain companies in China. Several multinational companies manufacturing these advanced semiconductors in China have obtained one-year licenses allowing suppliers such as Teradyne to continue to provide testers to the facilities operated by these companies. We expect that other companies manufacturing advanced semiconductors in China will not receive licenses, thereby restricting our ability to provide testers to the facilities operated by these companies that do not receive a license. We also are filing license requests to sell to and support certain customers in China for certain end uses that, if granted, may reduce the impact of these restrictions on our business. At this time, we do not know the impact these end user and end use restrictions will have on our business in China or on future revenues. In addition to the specific restrictions impacting our business, the regulations may have an adverse impact on certain actual or potential customers and on the global semiconductor industry. To the extent the regulations impact actual and potential customers or disrupt the global semiconductor industry, our business and revenues will be adversely impacted. We also have determined that the restrictions on the export of certain US origin components and technology for use in the development and production in China of certain semiconductor manufacturing equipment impact our manufacturing and development operations in China. We have received a temporary authorization from the U.S. Department of Commerce allowing us to continue our manufacturing and development operations in China until the U.S. Department of Commerce issues a license to replace this temporary authorization. We cannot assess the likelihood or timing of receiving this license. In addition to requesting a license, we are implementing procedures for minimizing the impact of these new regulations on our operations in China, but there is no assurance that these procedures will succeed.
In response to the regulations issued by the U.S. Department of Commerce, the Chinese government has passed new laws, including blocking legislation, which may impact our business activities in China. The Company is assessing the potential impact of these new Chinese laws and monitoring relevant laws and regulations issued by the Chinese government. The impact of these new Chinese laws on our business activities in China remains uncertain at this time.
We may be subject to product recalls and warranty and product liability claims.
We invest significant resources in the design, manufacturing and testing of our products. However, from time to time, we discover design or manufacturing defects in our products after they have been shipped and, as a
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result, we have incurred development and remediation costs and settled warranty and product liability claims. In addition, when our products contain defects or have reliability, quality or safety issues, we have conducted a product recall which resulted in significant repair or replacement costs and substantial delays in product shipments and may damage our reputation which could make it more difficult to sell our products. We could continue to have warranty and product liability claims or product recalls in the future. Any of these results could have a material adverse effect on our business, results of operations or financial condition.
We may incur significant costs of complying with present and future environmental regulations and may incur significant liabilities if we fail to comply with such environmental regulations.
We are subject to both domestic and international environmental regulations and statutory strict liability relating to the use, storage, discharge, site cleanup and disposal of hazardous chemicals used in our manufacturing processes. In addition, future regulations in response to global climate change may affect us, our suppliers, and our customers. Such regulations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or both incurring additional compliance costs that are passed on to us. Future climate change regulations could result in decreased demand for our products. If we fail to comply with present and future regulations, or are required to perform site remediation, we could be subject to future liabilities or cost, including penalties or the suspension of production. Present and future regulations may also:
• | restrict our ability to expand facilities; |
• | restrict our ability to ship certain products; |
• | require us to modify our operations logistics; |
• | require us to acquire costly equipment; or |
• | require us to incur other significant costs and expenses. |
Pursuant to present regulations and agreements, we are conducting groundwater and subsurface assessment and monitoring and are implementing remediation and corrective action plans for facilities located in Massachusetts and New Hampshire which are no longer conducting manufacturing operations. As of December 31, 2022, we have not incurred material costs as a result of the monitoring and remediation steps taken at the Massachusetts and New Hampshire sites.
The directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (the “RoHS Directive”) and the directive on Waste Electrical and Electronic Equipment (the “WEEE Directive”) altered the form and manner in which electronic equipment is imported, sold and handled in the European Union. Other jurisdictions, such as China, have followed the European Union’s lead in enacting legislation with respect to hazardous substances and waste removal. Ensuring compliance with the RoHS Directive, the WEEE Directive and similar legislation in other jurisdictions, and integrating compliance activities with our suppliers and customers could result in additional costs and disruption to operations and logistics and thus, could have a negative impact on our business, operations or financial condition.
We currently are, and in the future may be, subject to litigation or regulatory proceedings that could have an adverse effect on our business.
From time to time, we may be subject to litigation or other administrative, regulatory or governmental proceedings, including tax audits and resulting claims that could require significant management time and resources and cause us to incur expenses and, in the event of an adverse decision, pay damages or incur costs in an amount that could have a material adverse effect on our financial position or results of operations.
We may face risks associated with shareholder activism.
We may become subject to campaigns by shareholders advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases or divestitures. Such activities could
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interfere with our ability to execute our business plans, be costly and time-consuming, disrupt our operations, divert the attention of management, or result in our initiating borrowing or increasing our share repurchase plan or dividend, any of which could have an adverse effect on our business or stock price.
Provisions of our charter and by-laws and Massachusetts law may make a takeover of Teradyne more difficult.
There are provisions in our basic corporate documents and under Massachusetts law that could discourage, delay or prevent a change in control, even if a change in control may be regarded as beneficial to some or all of our stockholders.
Item 1B: | Unresolved Staff Comments |
None.
Item 2: | Properties |
We conduct manufacturing, engineering, sales and marketing, service, corporate administration and other operations in various leased and owned facilities throughout the world. We own approximately 720,000 square feet of office space and lease over 1,500,000 square feet of office space. Our corporate headquarters is in North Reading, Massachusetts, in buildings that we own consisting of approximately 422,000 square feet. We believe our existing facilities and planned expansions noted below are adequate to meet our current and reasonably foreseeable requirements. We regularly evaluate our expected facility needs and periodically make adjustments based on these evaluations. In 2019, we purchased land in Denmark to construct a new building for our Robotics operations. The new building construction is expected to be completed by the first quarter of 2024.
Item 3: | Legal Proceedings |
We are subject to legal proceedings, claims and investigations that arise in the ordinary course of business such as, but not limited to, patent, employment, commercial and environmental matters. We believe that we have meritorious defenses against all pending claims and intend to vigorously contest them. While it is not possible to predict or determine the outcomes of any pending claims or to provide possible ranges of losses that may arise, we believe the potential losses associated with all these actions are unlikely to have a material adverse effect on our results of operations, financial condition or cash flows.
Item 4: | Mine Safety Disclosure |
Not Applicable.
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PART II
Item 5: | Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |
Our common stock is traded on the Nasdaq Global Select Market under the trading symbol “TER.” As of February 17, 2023, there were approximately 1,214 holders of record of shares of our common stock.
See “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for information on the frequency and amounts of our quarterly cash dividends, equity compensation plans and performance graph.
The following table includes information with respect to repurchases we made of our common stock during the three months ended December 31, 2022 (in thousands except per share price):
Period |
(a) Total Number of Shares (or Units) Purchased |
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may Yet Be Purchased Under the Plans or Programs |
||||||||||||
October 3, 2022 – October 30, 2022 |
30 | $ | 69.41 | 30 | $ | 647,918,955 | ||||||||||
October 31, 2022 – November 27, 2022 |
1 | 82.03 | — | 647,918,955 | ||||||||||||
November 28, 2022 – December 31, 2022 |
1 | 92.64 | — | 647,918,955 | ||||||||||||
|
|
|
|
|
|
|||||||||||
32 | (1) | $ | 70.14 | (1) | 30 | |||||||||||
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|
|
|
|
|
(1) | Includes approximately two thousand shares at an average price of $83.49 withheld from employees for the payment of taxes. |
(2) | In January 2021, the Board of Directors authorized the repurchase of up to $2.0 billion of common stock. In January 2023, the Board of Directors cancelled the 2021 repurchase program and approved a new $2.0 billion of common stock. Unless terminated by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the share repurchase program. |
We satisfy U.S. federal and state minimum withholding tax obligations due upon the vesting and the conversion of restricted stock units into shares of our common stock, by automatically withholding from the shares being issued, a number of shares with an aggregate fair market value on the date of such vesting and conversion that would satisfy the minimum withholding amount due.
Item 6: | (Reserved) |
Item 7: | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Overview
We are a leading global supplier of automated test equipment and robotics products. We design, develop, manufacture and sell automatic test systems and robotics products. Our automatic test systems are used to test semiconductors, wireless products, data storage and complex electronics systems in many industries including consumer electronics, wireless, automotive, industrial, computing, communications, and aerospace and defense industries. Our Robotics products include collaborative robotic arms and autonomous mobile robots (“AMRs”) used by global manufacturing, logistics and industrial customers to improve quality, increase manufacturing and
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material handling efficiency and decrease manufacturing and logistics costs. Our automatic test equipment and robotics products and services include:
• | 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 |
• | robotics (“Robotics”) products. |
The market for our test products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. A few customers drive significant demand for our products both through direct sales and sales to the customer’s supply partners. We expect that sales of our test products will continue to be concentrated with a limited number of significant customers for the foreseeable future.
In 2022, the demand in the mobility and compute segments of our Semiconductor Test business was lower due to end market slowdown in these segments as well as a slower technology transition in one of our largest end-markets. While the depth of the slowdown and the timing of the recovery are uncertain, we expect the ramp of 3 nanometer process technology starting in 2023 followed by gate-all-around process technology, increasing multichip packaging, additional device complexity and unit growth will drive additional demand for test over our four year forecast period.
Our Robotics segment consists of Universal Robots A/S (“UR”), a leading supplier of collaborative robotic arms and Mobile Industrial Robots A/S (“MiR”), a leading maker of AMRs for industrial automation. In September 2022, we merged MiR and AutoGuide, LLC (“AutoGuide”), a maker of high payload AMRs, to become a single supplier of AMRs. The market for our Robotics segment products is dependent on the adoption of new automation technologies by large manufacturers as well as small and medium enterprises (“SMEs”) throughout the world. We expect Robotics sales channel expansion combined with new products to drive the growth in 2023.
Both our test and robotics businesses may continue to be influenced by supply constraints, which could impact our revenue and costs in 2023. In 2022, inflation had minimal effect on our results. In 2022, we were unable to supply approximately $20 million of revenue in our test businesses for which we had customer demand.
Our financial statements are denominated in U.S. dollars. While the majority of our revenues are in U.S. dollars, approximately 70 percent of our Robotics revenue is denominated in foreign currencies. In 2022, the strengthening of the U.S. dollar was a factor in lower than forecasted revenues in our Robotics segment. Continued strengthening of the U.S. dollar would negatively affect Robotics revenue growth in 2023.
Our corporate strategy continues to focus on profitably gaining market share in our test businesses through the introduction of differentiated products that target expanding segments and accelerating growth through continued investment in our Robotics businesses. We plan to continue investing in our growth while balancing capital allocations between returning capital to our shareholders through stock repurchases and dividends and using capital for acquisitions.
Impact of the COVID-19 Pandemic on our Business
During the novel coronavirus (COVID-19) pandemic, government authorities implemented numerous measures in an effort to contain the spread of the virus, such as travel bans and restrictions, limitations on
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gatherings or social distancing requirements, quarantines, shelter-in-place orders, vaccination and testing mandates, and business limitations and shutdowns. Additionally, we took proactive, aggressive action to protect the health and safety of our employees, customers, contract manufacturers and suppliers, and to comply with all government orders around the globe. The spread of COVID-19 caused us to modify our business practices, which included implementing social distancing protocols, limiting employee travel and requiring employees to work remotely. These measures impacted our day-to-day operations and disrupted our business, workforce and operations, as well as the operations of our customers, contract manufacturers and suppliers. Due to the COVID-19 pandemic, there has also been uncertainty and disruption in the global economy and our markets. We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of February 22, 2023, the date of issuance of this Annual Report on Form 10-K.
We believe the COVID-19 pandemic, and the numerous measures implemented by authorities in response, adversely impacted our results of operations, including by increasing costs, but we cannot accurately estimate the amount of the impact to our 2022 and 2021 financial results or to our future financial results. In addition, the pandemic has disrupted our contract manufacturers and suppliers, and has resulted in some instances in short-term cost increases to meet customer demand. While a continuation of the pandemic may further impact our workforce and operations, as well as those of our customers, contract manufacturers and suppliers, we expect that our manufacturing facilities will remain operational, at sufficient capacity to support production demand. We are monitoring our operations closely in an effort to avoid any potential productivity loss caused by responses to the COVID-19 pandemic.
We experienced interruptions to our supply chain as a result of the COVID-19 pandemic. Our suppliers have faced and may continue to face difficulties maintaining operations in light of COVID-19 disruptions and government-ordered restrictions. Our supply chain team, and our suppliers, continue to manage numerous supply, production, and logistics obstacles caused by the pandemic. There is no assurance that these efforts will be successful. The COVID-19 pandemic may continue to disrupt our ability to obtain components required to manufacture our products, adversely affecting our operations and in some instances resulting in higher costs and delays, both for obtaining components and shipping finished goods to customers.
We will continue to monitor the COVID-19 pandemic. We may take further actions as may be required or recommended by government authorities or that we determine are in the best interests of our employees, customers, contract manufacturers and suppliers. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As a result, given the uncertain nature of this situation, we are not able to accurately predict the full extent of the impact of COVID-19 on our business, financial condition, results of operations, liquidity, or cash flows in the future.
Supply Chain Constraints and Inflationary Pressures
The global supply shortage of electrical components, including semiconductor chips, continued to impact our supply chain in 2022. As a result, we experienced, and expect to continue to experience, increases in our lead times and costs for certain components for certain of our products. In addition, in 2022, inflationary pressures contributed to increased costs for product components and wage inflation, which had minimal impact on our cost of products, gross margin and profit for the year. Our supply chain team, and our suppliers, continue to manage numerous supply, production, and logistics obstacles. In an effort to mitigate these risks, in some cases, we have incurred higher costs due to investment in supply chain resiliency and to secure available inventory or have extended or placed non-cancellable purchase commitments with semiconductor suppliers, which introduces inventory risk if our forecasts and assumptions prove inaccurate. We have also sourced components from additional suppliers and multi-sourced and pre-ordered components and finished goods inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced. However, if we are unable to secure manufacturing capacities from our current or new suppliers and contract manufacturers, on
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acceptable terms or at all, or successfully manage our purchase commitments and inventory for components, our ability to deliver our products to our customers in the desired quantities, at competitive prices or in a timely manner may be negatively impacted for 2023.
Impact of Russia’s invasion of Ukraine on our Business
Russia’s invasion of Ukraine, in February 2022, did not have a significant direct impact on our business as we have minimal business in Russia and Ukraine. However, following the invasion, the U.S. and other countries imposed significant sanctions against the Russian government and many Russian companies and individuals. Although we do not have significant operations in Russia, the sanctions and Russia’s response to the sanctions, have impacted our business in other countries and could have a negative impact on our future revenue and supply chain, either of which could adversely affect our business and financial results. In addition, the global economic uncertainty following the invasion, sanctions and Russia’s response to the sanctions could impact demand for our products.
Impact of October 7, 2022 U.S. Department of Commerce Regulations on our Business
On October 7, 2022, the U.S. Department of Commerce published new regulations restricting the export to China of advanced semiconductors, supercomputer technology, equipment for the manufacturing of advanced semiconductors and components and technology for the manufacturing in China of certain semiconductor manufacturing equipment. The new restrictions are lengthy and complex. We continue to assess the impact of these regulations on our business. We have determined that restrictions on the sale of semiconductor testers in China to test certain advanced semiconductors will impact our sales to certain companies in China. Several multinational companies manufacturing these advanced semiconductors in China have obtained one-year licenses allowing suppliers such as Teradyne to continue to provide testers to the facilities operated by these companies. We expect that other companies manufacturing advanced semiconductors in China will not receive licenses, thereby restricting our ability to provide testers to the facilities operated by these companies that do not receive a license. We are also filing license requests to sell to and support certain customers in China for certain end uses that, if granted, may reduce the impact of these restrictions on our business. At this time, we do not know the impact these end user and end use restrictions will have on our business in China or on future revenues. In addition to the specific restrictions impacting our business, the regulations may have an adverse impact on certain actual or potential customers and on the global semiconductor industry. To the extent the regulations impact actual and potential customers or disrupt the global semiconductor industry, our business and revenues will be adversely impacted. We also have determined that the restrictions on the export of certain U.S. origin components and technology for use in the development and production in China of certain semiconductor manufacturing equipment impact our manufacturing and development operations in China. We have received a temporary authorization from the U.S. Department of Commerce allowing us to continue our manufacturing and development operations in China until the U.S. Department of Commerce issues a license to replace this temporary authorization. We cannot assess the likelihood or timing of receiving this license. In addition to requesting a license, we are implementing procedures for minimizing the impact of these new regulations on our operations in China, but there is no assurance that these procedures will succeed.
See Part II—Item 1A, “Risk Factors,” included herein for updates to our risk factors regarding risks associated with the COVID-19 pandemic, supply chain issues and international conflicts.
Critical Accounting Policies and Estimates
We have identified the policies and estimates discussed below as critical to understanding our business and our results of operations and financial condition. The impact and any associated risks related to these estimates on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a full description of our accounting policies related to the below items refer to Note B. Accounting Policies, included in the Notes to Consolidated Financial Statements in this Annual Report.
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Critical accounting estimates are complex and may require significant judgment by management. Changes to the underlying assumptions may have a material impact on our financial condition and results of operations. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ significantly from these estimates under different assumptions or conditions.
Revenue Recognition
In accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), we recognize revenues, when or as control is transferred to a customer. Our determination of revenue requires judgment in the determination of performance obligations and allocation of the transaction price to performance obligations. We often sell bundled orders that include both product and services or multiple different products within the same order. We evaluate each of the deliverables to determine if it meets the definition of a performance obligation, which requires that it is capable of being distinct and distinct within the context of the contract. This determination is based on an assessment of contractual rights of the contract and the ability of the performance obligation to perform on its own or with readily available resources. In bundled transactions we estimate the standalone selling price of each identified performance obligation and use that estimate to allocate the transaction price among said performance obligations. The estimated standalone selling price is determined using all information reasonably available to us, including standalone transactions, market information and other observable inputs.
Inventories
Inventories are stated at the lower of cost using a standard costing system which approximates cost based on a first-in, first-out basis or net realizable value. On a quarterly basis, we evaluate all inventories for net realizable value. This quarterly process identifies obsolete and excess inventory. Obsolete inventory, which represents items for which there is no demand, is fully reserved. Excess inventory, which represents inventory items that are not expected to be consumed within the forecasted demand window, is written down to estimated net realizable value. Forecasted demand information is obtained from the sales and marketing groups and incorporates factors such as backlog and future revenues. The demand forecast is based on assumptions around the product life and customer and market forecasts.
Retirement and Postretirement Plans
We recognize net actuarial gains and losses and the change in the fair value of the plan assets in our operating results in the year in which they occur or upon any interim remeasurement of the plans. Discount rate and expected return on assets are two assumptions which are important elements of pension plan expense and asset/liability measurement. We evaluate our discount rate and expected rate of return on assets assumptions annually on a plan and country specific basis. We evaluate other assumptions related to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future.
In developing the expected return on U.S. Qualified Pension Plan (“U.S. Plan”) assets assumption, we evaluated input from our investment manager and pension consultants, including their forecast of asset class return expectations. We believe that 2.0% was an appropriate rate of return on assets to use for 2022. The December 31, 2022 asset allocation for our U.S. Plan was 94% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities. Our investment manager regularly reviews the actual asset allocation and periodically rebalances the portfolio to ensure alignment with our target allocations.
The discount rate that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan’s expected cash flows and was 4.95% at December 31, 2022, up from 2.65% at December 31, 2021. We estimate that in 2023 we will recognize approximately $0.4 million of pension expense for the U.S. Plan. The U.S. Plan pension expense estimate for 2023 is based on a 4.95%
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discount rate and a 4.75% return on assets. Future pension expense or income will depend on future investment performance, changes in future discount rates and various other factors related to the employee population participating in our pension plans.
Goodwill, Intangible and Long-Lived Assets
We assess goodwill for impairment at least annually in the fourth quarter, as of December 31, on a reporting unit basis, or more frequently, when events and circumstances occur indicating that the recorded goodwill may be impaired. We review intangible and long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Impairment of intangible and long-lived assets would result in the asset being written down to its estimated fair value. The calculated fair value of a reporting unit or intangible or long-lived asset is dependent upon discounted cash flow (“DCF”) models, discount rates, and market multiples. DCF models rely on our forecasted mid-term plans which are subjective based on customer or market conditions and can change materially. We utilize third party specialists when determining discount rates and selected market multiples. A change in any of these key assumptions could result in a reporting unit, intangible asset, or long-lived asset being impaired in a future period.
Convertible Debt
We adopted Accounting Standards Update (“ASU”) ASU 2020-06 – “Debt—Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity,” on January 1, 2022 using the modified retrospective method of adoption. As a result of adoption, we recorded an increase of $1.4 million to current debt for unsettled shares, an increase of $1.8 million to deferred tax assets, an increase of $6.6 million to long-term debt for unamortized debt discount, and an increase to retained earnings of $94.6 million for the reclassification of the equity component. Mezzanine equity representing unsettled shares value was reduced to zero and additional paid-in capital was reduced by $100.8 million. In accordance with ASU 2020-06, we account for a convertible debt instrument as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. Unsettled shares are recorded in current debt, and there is no recognition of a debt discount, which was previously amortized to interest expense. Settled shares reduce the outstanding debt balance in an amount equal to the cash paid, but do not result in any gain or loss on extinguishment. We use the if-converted method in the diluted EPS calculation for convertible instruments.
Income Taxes
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The measurement of deferred tax assets is reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. Evaluating the positive and negative evidence regarding the realization of the net deferred tax assets in accordance with ASC 740, “Accounting for Income Taxes” is a key judgment in the valuation of income taxes. This assessment included the evaluation of scheduled reversals of deferred tax liabilities, estimates of projected future taxable income and tax-planning strategies. Although realization is not assured, based on our assessment, we concluded that it is more likely than not that such assets, net of the existing valuation allowance, will be realized.
Results of Operations
Information pertaining to fiscal year 2020 results of operations, including a year-to-year comparison against fiscal year 2021, was included in our Annual Report on Form 10-K for the year ended December 31, 2021 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on February 23, 2022. This information is incorporated by reference herein.
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The following table sets forth the percentage of total net revenues included in our consolidated statements of operations:
Years Ended December 31, | ||||||||
2022 | 2021 | |||||||
Percentage of revenues: |
||||||||
Revenues: |
||||||||
Products |
82.1 | % | 86.3 | % | ||||
Services |
17.9 | 13.7 | ||||||
|
|
|
|
|||||
Total revenues |
100.0 | 100.0 | ||||||
Cost of revenues: |
||||||||
Cost of products |
33.0 | 35.1 | ||||||
Cost of services |
7.8 | 5.3 | ||||||
|
|
|
|
|||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) |
40.8 | 40.4 | ||||||
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|
|
|||||
Gross profit |
59.2 | 59.6 | ||||||
Operating expenses: |
||||||||
Selling and administrative |
17.7 | 14.8 | ||||||
Engineering and development |
14.0 | 11.5 | ||||||
Acquired intangible assets amortization |
0.6 | 0.6 | ||||||
Restructuring and other |
0.5 | 0.3 | ||||||
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|
|
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Total operating expenses |
32.8 | 27.2 | ||||||
|
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|
|
|||||
Income from operations |
26.4 | 32.4 | ||||||
Non-operating (income) expenses: |
||||||||
Interest income |
(0.2 | ) | (0.1 | ) | ||||
Interest expense |
0.1 | 0.5 | ||||||
Other (income) expense, net |
(0.2 | ) | 0.7 | |||||
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|
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Income before income taxes |
26.6 | 31.4 | ||||||
Income tax provision |
4.0 | 4.0 | ||||||
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Net income |
22.7 | % | 27.4 | % | ||||
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Revenues
Revenues for our reportable segments were as follows:
2022 | 2021 | 2021-2022 Dollar Change |
||||||||||
(in millions) | ||||||||||||
Semiconductor Test |
$ | 2,080.6 | $ | 2,642.3 | $ | (561.7 | ) | |||||
System Test |
469.3 | 467.7 | 1.6 | |||||||||
Robotics |
403.1 | 375.9 | 27.2 | |||||||||
Wireless Test |
201.7 | 216.9 | (15.2 | ) | ||||||||
Corporate and Eliminations |
0.3 | — | 0.3 | |||||||||
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|||||||
$ | 3,155.0 | $ | 3,702.9 | $ | (547.9 | ) | ||||||
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The decrease in Semiconductor Test revenues of $561.7 million, or 21.3%, was driven primarily by lower tester sales in mobile and high performance compute processor applications, partially offset by an increase in advance driver assistance systems (“ADAS”) tester sales. The increase in System Test revenues of $1.6 million, or 0.3%, was primarily due to higher sales in Defense/Aerospace and in Production Board Test, partially offset by a decline in Storage Test sales of system level testers. The rise in Robotics revenues of $27.2 million, or 7.2%, was driven primarily by higher demand for UR’s collaborative robotic arms and MiR’s autonomous mobile robots, partially offset by changes in foreign exchange rates. The decrease in Wireless Test revenues of $15.2 million, or 7.0%, was primarily due to a decrease in cellular test product sales, partially offset by an increase in ultra-wide band test product sales.
Our reportable segments accounted for the following percentages of consolidated revenues:
2022 | 2021 | |||||||
Semiconductor Test |
66 | % | 71 | % | ||||
System Test |
15 | 13 | ||||||
Robotics |
13 | 10 | ||||||
Wireless Test |
6 | 6 | ||||||
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100 | % | 100 | % | |||||
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|
Revenues by country as a percentage of total revenues were as follows (1):
2022 | 2021 | |||||||
Taiwan |
20 | % | 30 | % | ||||
Korea |
17 | 14 | ||||||
China |
16 | 17 | ||||||
United States |
15 | 11 | ||||||
Europe |
9 | 7 | ||||||
Japan |
5 | 4 | ||||||
Malaysia |
5 | 4 | ||||||
Thailand |
4 | 4 | ||||||
Philippines |
4 | 5 | ||||||
Singapore |
3 | 3 | ||||||
Rest of the World |
2 | 1 | ||||||
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|||||
100 | % | 100 | % | |||||
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(1) | Revenues attributable to a country are based on the location of the customer site. |
The breakout of product and service revenues was as follows:
2022 | 2021 | 2021-2022 Dollar Change |
||||||||||
(in millions) | ||||||||||||
Product revenues |
$ | 2,591.6 | $ | 3,196.6 | $ | (605.0 | ) | |||||
Service revenues |
563.5 | 506.3 | 57.2 | |||||||||
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|||||||
$ | 3,155.0 | $ | 3,702.9 | $ | (547.9 | ) | ||||||
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Our product revenues decreased $605.0 million, or 18.9%, primarily due to lower tester sales in Semiconductor Test for mobile and high performance compute processor applications, and a decrease in cellular test product sales in Wireless Test, partially offset by the rise in Robotics revenues driven primarily by elevated demand for collaborative robotic arms and autonomous mobile robots. Our service revenues increased $57.2 million or 11.3% primarily in Semiconductor Test and Storage Test.
In 2021, revenues from Taiwan Semiconductor Manufacturing Company Ltd., a customer of our Semiconductor Test segment, accounted for 12% of our consolidated revenues. In 2022 and 2021, our five largest direct customers in aggregate accounted for 26% and 33% of our consolidated revenues, respectively. We estimate consolidated revenues driven by Qualcomm, a customer of our Semiconductor Test, System Test and Wireless Test segments, combining direct and indirect sales, accounted for approximately 11% of our consolidated revenues in 2022 and less than 10% in 2021. We estimate consolidated revenues driven by one OEM customer, of our Semiconductor Test and Wireless Test segments, combining direct sales to that customer with sales to the customer’s OSATs, accounted for less than 10% of our consolidated revenues in 2022 and 19% of our consolidated revenues in 2021.
Gross Profit
2022 | 2021 | 2021-2022 Dollar / Point Change |
||||||||||
(in millions) | ||||||||||||
Gross profit |
$ | 1,867.2 | $ | 2,206.7 | $ | (339.5 | ) | |||||
Percent of total revenues |
59.2 | % | 59.6 | % | (0.4 | ) |
Gross profit as a percent of total revenues decreased by 0.4 points, primarily due to higher service costs partially offset by favorable product mix and lower variable compensation.
The breakout of product and service gross profit was as follows:
2022 | 2021 | 2021-2022 Dollar / Point Change |
||||||||||
(in millions) | ||||||||||||
Product gross profit |
$ | 1,549.0 | $ | 1,896.5 | $ | (347.5 | ) | |||||
Percent of product revenues |
59.8 | % | 59.3 | % | 0.5 | |||||||
Service gross profit |
$ | 318.1 | $ | 310.2 | $ | 7.9 | ||||||
Percent of service revenues |
56.5 | % | 61.3 | % | (4.8 | ) |
Service revenues gross profit percentage decreased 4.8% primarily due to lower margins in Semiconductor Test driven by an increase in headcount.
We assess the carrying value of our inventory on a quarterly basis by estimating future demand and comparing that demand against on-hand and on-order inventory positions. Forecasted revenues information is obtained from the sales and marketing groups and incorporates factors such as backlog and future revenues. This quarterly process identifies obsolete and excess inventory. Obsolete inventory, which represents items for which there is no demand, is fully reserved. Excess inventory, which represents inventory items that are not expected to be consumed within the forecasted demand window, is written down to estimated net realizable value.
During the year ended December 31, 2022, we recorded an inventory provision of $31.5 million included in cost of revenues, primarily due to downward revisions to previously forecasted demand levels for certain products. Of the $31.5 million of total excess and obsolete provisions, $21.5 million was related to Semiconductor Test, $4.6 million was related to Wireless Test, $3.7 million was related to Robotics, and $1.7 million was related to System Test.
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During the year ended December 31, 2021, we recorded an inventory provision of $15.5 million included in cost of revenues, primarily due to downward revisions to previously forecasted demand levels for certain products. Of the $15.5 million of total excess and obsolete provisions, $6.7 million was related to Semiconductor Test, $6.4 million was related to Robotics, $1.8 million was related to Wireless Test, and $0.6 million was related to System Test.
During the years ended December 31, 2022 and 2021, we scrapped $8.8 million and $10.9 million of inventory, respectively, and sold $1.8 million and $2.5 million of previously written-down or written-off inventory, respectively. As of December 31, 2022, we had inventory related reserves for amounts which had been written-down or written-off totaling $136.8 million. We have no pre-determined timeline to scrap the remaining inventory.
Selling and Administrative
Selling and administrative expenses were as follows:
2022 | 2021 | 2021-2022 Change |
||||||||||
(in millions) | ||||||||||||
Selling and administrative |
$ | 558.1 | $ | 547.6 | $ | 10.5 | ||||||
Percent of total revenues |
17.7 | % | 14.8 | % |
The increase of $10.5 million in selling and administrative expenses was primarily driven by increase in headcount and greater spending in Robotics, partially offset by lower variable compensation.
Engineering and Development
Engineering and development expenses were as follows:
2022 | 2021 | 2021-2022 Change |
||||||||||
(in millions) | ||||||||||||
Engineering and development |
$ | 440.6 | $ | 427.6 | $ | 13.0 | ||||||
Percent of total revenues |
14.0 | % | 11.5 | % |
The increase of $13.0 million in engineering and development expenses was primarily driven by increase in headcount and greater spending in Robotics and Semiconductor Test, partially offset by lower variable compensation.
Restructuring and Other
During the year ended December 31, 2022, we recorded a charge of $14.7 million related to the arbitration claim filed against Teradyne and AutoGuide related to an earn-out dispute, which was settled on March 25, 2022 for $26.7 million, $2.9 million of severance charges primarily in Robotics, and a charge of $2.7 million for an increase in environmental and legal liabilities, partially offset by a $3.4 million gain on sale of an asset.
During the year ended December 31, 2021, we recorded a charge of $12.0 million related to the arbitration claim filed against Teradyne and AutoGuide related to an earn-out dispute, $1.5 million of severance charges primarily in Robotics, $0.5 million of acquisition related compensation and expenses and $2.5 million for an increase in environmental and legal liabilities, offset by a $7.2 million gain for the decrease in the fair value of the AutoGuide contingent consideration liability.
37
Interest and Other
2022 | 2021 | 2021-2022 Change |
||||||||||
(in millions) | ||||||||||||
Interest income |
$ | (6.4 | ) | $ | (2.6 | ) | $ | (3.8 | ) | |||
Interest expense |
3.7 | 17.8 | (14.1 | ) | ||||||||
Other (income) expense, net |
(5.8 | ) | 24.6 | (30.4 | ) |
Interest income increased $3.8 million due to higher interest rates. Interest expense decreased $14.1 million primarily due to the January 1, 2022 adoption of ASU 2020-06 which eliminated the amortization of the debt discount which was $10.3 million in 2021. Other (income) expense, net decreased by $30.4 million primarily due to $28.8 million losses on convertible debt conversions recognized in 2021 and an increase in pension actuarial gains, from $2.2 million gain in 2021 to $25.6 million gain in 2022, partially offset by changes in gains/losses on equity securities, from a $7.2 million gain in 2021 to a $9.0 million loss in 2022, and a $4 million increase in foreign exchange losses.
Income (Loss) Before Income Taxes
2022 | 2021 | 2021-2022 Change |
||||||||||
(in millions) | ||||||||||||
Semiconductor Test |
$ | 634.5 | $ | 977.0 | $ | (342.5 | ) | |||||
System Test |
166.9 | 163.1 | 3.8 | |||||||||
Wireless Test |
66.8 | 83.5 | (16.7 | ) | ||||||||
Robotics |
(16.2 | ) | (8.2 | ) | (8.0 | ) | ||||||
Corporate and Eliminations (1) |
(11.6 | ) | (54.5 | ) | 42.9 | |||||||
|
|
|
|
|
|
|||||||
$ | 840.4 | $ | 1,161.0 | $ | (320.6 | ) | ||||||
|
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|
|
(1) | Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations, pension and postretirement plan actuarial gains (losses), legal and environmental fees, contingent consideration adjustments, acquisition related charges and compensation and loss on convertible debt conversions in 2021. |
The decrease in income before income taxes in Semiconductor Test was driven primarily by lower revenues in mobile and high performance compute processor applications, partially offset by lower variable compensation. The increase in income before income taxes in System Test was primarily due to higher sales in Defense/Aerospace and in Production Board Test, partially offset by a decline in Storage Test sales of system level testers. The decrease in income before income taxes in Wireless Test was driven primarily by lower sales in cellular test products partially offset by elevated sales in ultra-wide band test products. The decrease in income before income taxes in Robotics, was driven primarily by an increase in headcount and greater spending, partially offset by higher revenue for collaborative robotic arms and autonomous mobile robots. The change in income before income taxes in Corporate and Eliminations of $42.9 million was due primarily to $28.8 million of losses on convertible debt conversions recognized in 2021 and an increase of $23.4 million in pension actuarial gains in 2022.
Income Taxes
Income tax expense for 2022 and 2021, totaled $124.9 million and $146.4 million, respectively. The effective tax rate for 2022 and 2021 was 14.9% and 12.6%, respectively.
The increase in the effective tax rate from 2021 to 2022 is primarily attributable to a shift in the geographic distribution of income, which increased the income subject to taxation in higher tax rate jurisdictions relative to lower tax rate jurisdictions, increases in expense from U.S. global low-taxed income and increases in expense
38
from non-deductible officer compensation. These increases in expense were partially offset by increases in benefits from the U.S. foreign derived intangible income deduction and tax credits.
We qualify for a tax holiday in Singapore by fulfilling the requirements of an agreement with the Singapore Economic Development Board under which certain headcount and spending requirements must be met. The tax savings attributable to the Singapore tax holiday for the years ended December 31, 2022 and 2021 were $16.0 million or $0.09 per diluted share and $33.3 million or $0.18 per diluted share, respectively. In November 2020, we entered into an agreement with the Singapore Economic Development Board which extended our Singapore tax holiday under substantially similar terms to the agreement which expired on December 31, 2020. The new tax holiday is scheduled to expire on December 31, 2025.
Capital Resources and Material Cash Requirements
Our cash, cash equivalents and marketable securities balance decreased by $495 million in 2022 to $1,005 million. Cash decreased due to stock repurchases in the amount of $752 million, quarterly cash dividend payments in the amount of $70 million, payments of convertible debt principal in the amount of $67 million partially offset by cash generated by our global operations.
Operating activities during 2022 provided cash of $577.9 million. Changes in operating assets and liabilities used cash of $272.6 million. This was due to a $170.9 million increase in operating assets and a $101.7 million decrease in operating liabilities.
The increase in operating assets was due to a $140.7 million increase in prepayments and other assets due to prepayments to our contract manufacturers, an $80.8 million increase in inventories, partially offset by a $50.6 million decrease in accounts receivable due to lower sales.
The decrease in operating liabilities was due to a $40.3 million decrease in accrued employee compensation, a $29.8 million decrease in income taxes, a $10.8 million decrease in accounts payable, a $9.3 million decrease in other accrued liabilities, a $6.2 million decrease in deferred revenue and customer advance payments, and $5.1 million of retirement plan contributions.
Investing activities during 2022 provided cash of $43.8 million, due to $268.1 million and $222.9 million in proceeds from sales and maturities of marketable securities, respectively, $3.4 million due to sale of an asset, partially offset by $287.4 million used for purchases of marketable securities, and $163.2 million used for purchases of property, plant and equipment.
Financing activities during 2022 used cash of $893.0 million, due to $752.1 million used for the repurchase of 7.3 million shares of common stock at an average price of $103.69 per share, $69.7 million used for dividend payments, $66.8 million used for the payments of convertible debt principal, and $33.2 million used for payments related to net settlement of employee stock compensation awards, partially offset by $28.7 million from the issuance of common stock under employee stock purchase and stock option plans.
Operating activities during 2021 provided cash of $1,098.4 million. Changes in operating assets and liabilities used cash of $98.8 million. This was due to a $227.1 million increase in operating assets and a $128.4 million increase in operating liabilities.
The increase in operating assets was due to a $175.8 million increase in prepayments and other assets due to prepayments to our contract manufacturers, a $57.8 million increase in accounts receivable due to greater sales, partially offset by a $6.5 million decrease in inventories.
The increase in operating liabilities was due to a $63.5 million increase in other accrued liabilities, a $35.1 million increase in accrued employee compensation, a $22.9 million increase in accounts payable, and a $9.9 million increase in deferred revenue and customer advance payments, partially offset by a $5.6 million decrease in income taxes, and $5.4 million of retirement plan contributions.
39
Investing activities during 2021 provided cash of $120.4 million, due to $660.1 million and $266.5 million in proceeds from maturities and sales of marketable securities, respectively, partially offset by $661.8 million used for purchases of marketable securities, $132.5 million used for purchases of property, plant and equipment, and $12.0 million used for an investment in MachineMetrics, Inc. (“MachineMetrics”).
Financing activities during 2021 used cash of $1,008.6 million, due to $600.0 million used for the repurchase of 4.8 million shares of common stock at an average price of $125.74 per share, $343.0 million used for the payments of convertible debt principal, $66.0 million used for dividend payments, and $32.3 million used for payments related to net settlement of employee stock compensation awards, partially offset by $32.7 million from the issuance of common stock under employee stock purchase and stock option plans.
In January 2022, May 2022, August 2022 and November 2022, our Board of Directors declared a quarterly cash dividend of $0.11 per share. Total dividend payments in 2022 were $69.7 million.
In January 2021, May 2021, August 2021 and November 2021, our Board of Directors declared a quarterly cash dividend of $0.10 per share. Total dividend payments in 2021 were $66.0 million.
In January 2021, our Board of Directors approved a repurchase program for up to $2.0 billion of common stock. In 2022, we repurchased 7.3 million shares of common stock for $752.1 million at an average price of $103.69 per share. In 2021, we repurchased 4.8 million shares of common stock for $600.0 million at an average price of $125.74 per share. The cumulative repurchases as of December 31, 2022, under this repurchase program were 12.0 million shares of common stock for $1,352.1 million at an average price per share of $112.44.
In January 2023, our Board of Directors cancelled the 2021 repurchase program and approved a new repurchase program for up to $2.0 billion of common stock. We intend to repurchase up to $500.0 million of common stock in 2023 subject to market conditions.
While we declared a quarterly cash dividend and authorized a share repurchase program, we may reduce or eliminate the cash dividend or share repurchase program in the future. Future cash dividends and stock repurchases are subject to the discretion of our Board of Directors, which will consider, among other things, our earnings, capital requirements and financial condition.
On May 1, 2020, we entered into a credit agreement providing a three-year, senior secured revolving credit facility of $400 million. On December 10, 2021, the credit agreement was amended to extend the senior secured revolving credit facility to December 10, 2026. On October 5, 2022, the credit agreement was amended to increase the amount of the credit facility to $750.0 million from $400.0 million. As of February 22, 2023, we have not borrowed any funds under the credit facility.
We expect operations to continue to be the primary source of cash to operate the business and meet material cash commitments, including any payments of convertible debt principal, our stock repurchase program, our quarterly dividends, our office lease obligations, contractual obligations related to inventory purchases and the construction of new facilities. We believe our cash, cash equivalents and marketable securities balance will be sufficient to pay our quarterly dividend and meet our working capital and expenditure needs for at least the next twelve months. Inflation has not had a significant long-term impact on earnings. At this time, the COVID-19 pandemic has not had an impact on our liquidity, but there is no assurance that continued impacts resulting from the pandemic will not have an adverse effect in the future.
At December 31, 2022, our future contractual obligations were related to debt, leases, retirement plan liabilities, deferred tax benefits, and purchase obligations. See Note J. “Debt”, Note I. “Leases”, Note P. “Retirement Plans”, and Note S. “Income Taxes” of Notes to Consolidated Financial Statements in this Annual Report for information about those obligations, which Notes are incorporated by reference into this section. Our purchase obligations were approximately $654.8 million, with $570.3 million expected to be paid within twelve months.
40
Retirement Plans
ASC 715-20, “Compensation—Retirement Benefits—Defined Benefit Plans,” requires an employer with defined benefit plans or other postretirement benefit plans to recognize an asset or a liability on its balance sheet for the overfunded or underfunded status of the plans as defined by ASC 715-20. The pension asset or liability represents the difference between the fair value of the pension plans’ assets and the projected benefit obligation as of December 31. For other postretirement benefit plans, the liability is the difference between the fair value of the plan’s assets and the accumulated postretirement benefit obligation as of December 31.
For the year ended December 31, 2022, our pension income, which includes the U.S. Qualified Pension Plan (“U.S. Plan”), certain qualified plans for non-U.S. subsidiaries, and a U.S. Supplemental Executive Defined Benefit Plan, was approximately $19.7 million. Pension income/expense is calculated based upon a number of actuarial assumptions. Discount rate and expected return on assets are two assumptions which are important elements of pension plan expense and asset/liability measurement. We evaluate our discount rate and expected rate of return on assets assumptions annually on a plan and country specific basis. We evaluate other assumptions related to demographic factors, such as retirement age, mortality and turnover periodically, and update them to reflect our experience and expectations for the future.
In developing the expected return on U.S. Plan assets assumption, we evaluated input from our investment manager and pension consultants, including their forecast of asset class return expectations. We believe that 2.0% was an appropriate rate of return on assets to use for 2022. The December 31, 2022 asset allocation for our U.S. Plan was 94% invested in fixed income securities, 5% invested in equity securities, and 1% invested in other securities. Our investment manager regularly reviews the actual asset allocation and periodically rebalances the portfolio to ensure alignment with our target allocations.
We recognize net actuarial gains and losses and the change in the fair value of plan assets in our operating results in the year in which they occur or upon any interim remeasurement of the plans. We calculate the expected return on plan assets using the fair value of the plan assets. Actuarial gains and losses are generally measured annually as of December 31 and, accordingly, recorded during the fourth quarter of each year or upon any interim remeasurement of the plans.
The discount rate that we utilized for determining future pension obligations for the U.S. Plan is based on the FTSE Pension Index adjusted for the U.S. Plan’s expected cash flows and was 4.95% at December 31, 2022, up from 2.65% at December 31, 2021. We estimate that in 2023, we will recognize approximately $0.4 million of pension expense for the U.S. Plan. The U.S. Plan pension expense estimate for 2023 is based on a 4.95% discount rate and a 4.75% return on assets. Future pension expense or income will depend on future investment performance, changes in future discount rates and various other factors related to the employee population participating in our pension plans.
As of December 31, 2022, our pension plans had no unrecognized pension prior service cost.
The assets of the U.S. Plan consist substantially of fixed income securities. U.S. Plan assets have decreased from $149.6 million at December 31, 2021 to $111.8 million at December 31, 2022, while the U.S. Plan’s liability decreased from $134.5 million at December 31, 2021 to $100.0 million at December 31, 2022. In 2022, the decrease in plan assets and plan liability was due to an increase in interest rates. In 2020, the accrued pension obligations for approximately 115 retiree participants were transferred to an insurance company and resulted in a $24.4 million reduction in the pension benefit obligation and pension assets. We recorded $2.2 million of pension actuarial loss and a settlement loss of $0.5 million related to the retiree group annuity transaction.
Our funding policy is to make contributions to our pension plans in accordance with local laws and to the extent that such contributions are tax deductible. During 2022, we made contributions of $3.2 million to the U.S. supplemental executive defined benefit pension plan, and $0.9 million to certain qualified plans for non-U.S.
41
subsidiaries. In 2023, we expect to contribute approximately $3.1 million to the U.S. supplemental executive defined benefit pension plan. Contributions to be made in 2023 to certain qualified plans for non-U.S. subsidiaries are based on local statutory requirements and are estimated at approximately $1.3 million.
Equity Compensation Plans
In addition to our 1996 Employee Stock Purchase Plan discussed in Note Q: “Stock-Based Compensation” in Notes to Consolidated Financial Statements, we have a 2006 Equity and Cash Compensation Incentive Plan (the “2006 Equity Plan”) under which equity securities are authorized for issuance. The 2006 Equity Plan was initially approved by stockholders on May 25, 2006.
At our annual meeting of stockholders held May 21, 2013, our stockholders approved an amendment to the 2006 Equity Plan to increase the number of shares issuable thereunder by 10.0 million, for an aggregate of 32.0 million shares issuable thereunder, and our stockholders also approved an amendment to our 1996 Employee Stock Purchase Plan to increase the number of shares issuable thereunder by 5.0 million, for an aggregate of 30.4 million shares issuable thereunder. At our annual meeting of stockholders held May 12, 2015, our stockholders approved an amendment to the 2006 Equity Plan to extend its term until May 12, 2025. At our annual meeting of stockholders held May 7, 2021, our stockholders approved an amendment to our 1996 Employee Stock Purchase Plan to increase the number of shares issuable thereunder by 3.0 million, for an aggregate of 33.4 million shares issuable thereunder.
The following table presents information about these plans as of December 31, 2022 (share numbers in thousands):
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 |
1,505 | (1) | $ | 55.90 | 8,954 | (2) |
(1) | Includes 1,317,544 shares of restricted stock units that are not included in the calculation of the weighted average exercise price. |
(2) | Consists of 5,060,445 securities available for issuance under the 2006 Equity Plan and 3,893,933 of securities available for issuance under the Employee Stock Purchase Plan. |
The purpose of the 2006 Equity Plan is to motivate employees, officers and directors by providing equity ownership and compensation opportunities in Teradyne. The aggregate number of shares available under the 2006 Equity Plan as of December 31, 2022 was 5,060,445 shares of our common stock. The 2006 Equity Plan authorizes the grant of stock-based awards in the form of (1) non-qualified and incentive stock options, (2) stock appreciation rights, (3) restricted stock awards and restricted stock unit awards, (4) phantom stock, and (5) other stock-based awards. Awards may be tied to time-based vesting schedules and/or performance-based vesting measured by reference to performance criteria chosen by the Compensation Committee of the Board of Directors, which administers the 2006 Equity Plan. Awards may be made to any employee, officer, consultant and advisor of Teradyne and our subsidiaries, as well as, to our directors. The maximum number of shares of stock-based awards that may be granted to one participant during any one fiscal year is 2,000,000 shares of common stock.
As of December 31, 2022, total unrecognized compensation expense related to non-vested restricted stock units and options was $61.1 million and is expected to be recognized over a weighted average period of 2.5 years.
42
Performance Graph
The following graph compares the change in our cumulative total shareholder return in our common stock with (i) the Standard & Poor’s 500 Index and (ii) the Morningstar Global Semiconductor Equipment & Materials GR USD Industry Group. The comparison assumes $100.00 was invested on December 31, 2017 in our common stock and in each of the foregoing indices and assumes reinvestment of dividends, if any. Historic stock price performance is not necessarily indicative of future price performance.
Recently Issued Accounting Pronouncements
For the year ended December 31, 2022, there were no recently issued accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements.
Item 7A: | Quantitative and Qualitative Disclosures about Market Risks |
Concentration of Credit Risk
Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash equivalents, marketable securities, forward currency contracts and accounts receivable. Our cash equivalents consist primarily of money market funds invested in U.S. Treasuries and government agencies. Our fixed income available-for-sale marketable securities have a minimum rating of AA by one or more of the major credit rating agencies. We place forward currency contracts with high credit-quality financial institutions in order to minimize credit risk exposure. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of geographically dispersed customers. We perform ongoing credit evaluations of our customers’ financial condition and from time to time may require customers to provide a letter of credit from a bank to secure accounts receivable. There were no customers who accounted for more than 10% of our accounts receivable balance as of December 31, 2022 and December 31, 2021.
In addition to market risks described in our Annual Report on Form 10-K, we have an equity price risk related to the fair value of our convertible senior unsecured notes issued in December 2016. In December 2016, Teradyne issued $460 million aggregate principal amount of 1.25% convertible senior unsecured notes (the “Notes”) due December 15, 2023. As of December 31, 2022, $50.2 million of principal remained outstanding and
43
the Notes had a fair value of $139.0 million. The table below provides a sensitivity analysis of hypothetical 10% changes of Teradyne’s stock price as of the end of the last quarter of 2022 and the estimated impact on the fair value of the Notes. The selected scenarios are not predictions of future events, but rather are intended to illustrate the effect such event may have on the fair value of the Notes. The fair value of the Notes is subject to equity price risk due to the convertible feature. The fair value of the Notes will generally increase as Teradyne’s common stock price increases and will generally decrease as the common stock price declines in value. The change in stock price affects the fair value of the Notes, but does not impact Teradyne’s financial position, cash flows or results of operations due to the fixed nature of the debt obligation. Additionally, we carry the Notes at face value less unamortized debt issuance costs on our balance sheet, and we present the fair value for required disclosure purposes only. In connection with the offering of the Notes we also sold warrants. The warrants will have a dilutive effect on our earnings per share to the extent that the average market price of our common stock for a given reporting period exceeds the applicable strike price of the warrants.
Hypothetical Change in Teradyne Stock Price |
Fair Value | Estimated change in fair value |
Hypothetical percentage increase (decrease) in fair value |
|||||||||
10% Increase |
$ | 152,962 | $ | 13,955 | 10.0 | % | ||||||
No Change |
139,007 | — | — | |||||||||
10% Decrease |
125,068 | (13,939 | ) | (10.0 | ) |
See Note J: “Debt” for further information.
Exchange Rate Risk Management
We regularly enter into foreign currency forward contracts to hedge the value of our monetary assets and liabilities in Japanese Yen, British Pound, Korean Won, Taiwan Dollar, Singapore Dollar, Euro, Philippine Peso, Chinese Yuan, and Danish Krone. These foreign currency forward contracts have maturities of approximately one month. These contracts are used to minimize the effect of exchange rate fluctuations associated with the remeasurement of monetary assets and liabilities. We do not engage in currency speculation.
We performed a sensitivity analysis assuming a hypothetical 10% fluctuation in foreign exchange rates to the hedging contracts and the underlying exposures described above. As of December 31, 2022 and 2021, the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations or cash flows.
Interest Rate Risk Management
We are exposed to potential losses due to changes in interest rates. Our interest rate exposure is primarily related to short-term and long-term marketable securities.
In order to estimate the potential loss due to interest rate risk, a fluctuation in interest rates of 25 basis points was assumed. Market risk for the short and long-term marketable securities was estimated as the potential change in the fair value resulting from a hypothetical change in interest rates for securities contained in the investment portfolio. The potential change in the fair value from changes in interest rates is immaterial as of December 31, 2022 and 2021.
44
Item 8: |
Financial Statements and Supplementary Data |
December 31, |
||||||||
2022 |
2021 |
|||||||
(in thousands, except per share amount) |
||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 854,773 | $ | 1,122,199 | ||||
Marketable securities |
39,612 | 244,231 | ||||||
Accounts receivable, less allowance for credit losses of $1,955 and $2,012 in 2022 and 2021, respectively |
491,145 | 550,749 | ||||||
Inventories, net |
325,019 | 243,330 | ||||||
Prepayments |
532,962 | 406,266 | ||||||
Other current assets |
14,404 | 9,452 | ||||||
|
|
|
|
|||||
Total current assets |
2,257,915 | 2,576,227 | ||||||
Property, plant and equipment, net |
418,683 | 387,240 | ||||||
Operating lease right-of-use assets, net |
73,734 | 68,807 | ||||||
Marketable securities |
110,777 | 133,858 | ||||||
Deferred tax assets |
142,784 | 102,428 | ||||||
Retirement plans assets |
11,761 | 15,110 | ||||||
Other assets |
28,925 | 24,096 | ||||||
Acquired intangible assets, net |
53,478 | 75,635 | ||||||
Goodwill |
403,195 | 426,024 | ||||||
|
|
|
|
|||||
Total assets |
$ | 3,501,252 | $ | 3,809,425 | ||||
|
|
|
|
|||||
LIABILITIES |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 139,722 | $ | 153,133 | ||||
Accrued employees’ compensation and withholdings |
212,266 | 253,667 | ||||||
Deferred revenue and customer advances |
148,285 | 146,185 | ||||||
Other accrued liabilities |
112,271 | 124,187 | ||||||
Operating lease liabilities |
18,594 | 19,977 | ||||||
Income taxes payable |
65,010 | 88,789 | ||||||
Current debt |
50,115 | 19,182 | ||||||
|
|
|
|
|||||
Total current liabilities |
746,263 | 805,120 | ||||||
Retirement plans liabilities |
116,005 | 151,141 | ||||||
Long-term deferred revenue and customer advances |
45,131 | 54,921 | ||||||
Deferred tax liabilities |
3,267 | 6,327 | ||||||
Long-term other accrued liabilities |
15,981 | 15,497 | ||||||
Long-term operating lease liabilities |
64,176 | 56,178 | ||||||
Long-term income taxes payable |
59,135 | 67,041 | ||||||
Debt |
— | 89,244 | ||||||
|
|
|
|
|||||
Total liabilities |
1,049,958 | 1,245,469 | ||||||
|
|
|
|
|||||
Commitments and contingencies (Note M) |
||||||||
Mezzanine equity: |
||||||||
Convertible common shares |
— | 1,512 | ||||||
SHAREHOLDERS’ EQUITY |
||||||||
Common stock, $0.125 par value, 1,000,000 shares authorized, 155,759 and 162,251 shares issued and outstanding at December 31, 2022 and 2021, respectively |
19,470 | 20,281 | ||||||
Additional paid-in capital |
1,755,963 | 1,811,545 | ||||||
Accumulated other comprehensive loss |
(49,868 | ) | (5,948 | ) | ||||
Retained earnings |
725,729 | 736,566 | ||||||
|
|
|
|
|||||
Total shareholders’ equity |
2,451,294 | 2,562,444 | ||||||
|
|
|
|
|||||
Total liabilities, convertible common shares and shareholders’ equity |
$ | 3,501,252 | $ | 3,809,425 | ||||
|
|
|
|
Years Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
(in thousands, except per share amount) |
||||||||||||
Revenues: |
||||||||||||
Products |
$ | 2,591,572 | $ | 3,196,575 | $ | 2,690,906 | ||||||
Services |
563,473 | 506,306 | 430,563 | |||||||||
|
|
|
|
|
|
|||||||
Total revenues |
3,155,045 | 3,702,881 | 3,121,469 | |||||||||
Cost of revenues: |
||||||||||||
Cost of products |
1,042,555 | 1,300,106 | 1,157,476 | |||||||||
Cost of services |
245,339 | 196,119 | 178,252 | |||||||||
|
|
|
|
|
|
|||||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below) |
1,287,894 | 1,496,225 | 1,335,728 | |||||||||
|
|
|
|
|
|
|||||||
Gross profit |
1,867,151 | 2,206,656 | 1,785,741 | |||||||||
Operating expenses: |
||||||||||||
Selling and administrative |
558,103 | 547,559 | 464,769 | |||||||||
Engineering and development |
440,591 | 427,609 | 374,964 | |||||||||
Acquired intangible assets amortization |
19,333 | 21,456 | 30,803 | |||||||||
Restructuring and other |
17,185 | 9,312 | (13,202 | ) | ||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
1,035,212 | 1,005,936 | 857,334 | |||||||||
|
|
|
|
|
|
|||||||
Income from operations |
831,939 | 1,200,720 | 928,407 | |||||||||
Non-operating (income) expenses: |
||||||||||||
Interest income |
(6,379 | ) | (2,627 | ) | (5,982 | ) | ||||||
Interest expense |
3,719 | 17,820 | 24,182 | |||||||||
Other (income) expense, net |
(5,786 | ) | 24,572 | 9,192 | ||||||||
|
|
|
|
|
|
|||||||
Income before income taxes |
840,385 | 1,160,955 | 901,015 | |||||||||
Income tax provision |
124,884 | 146,366 | 116,868 | |||||||||
|
|
|
|
|
|
|||||||
Net income |
$ | 715,501 | $ | 1,014,589 | $ | 784,147 | ||||||
|
|
|
|
|
|
|||||||
Net income per common share: |
||||||||||||
Basic |
$ | 4.52 | $ | 6.15 | $ | 4.72 | ||||||
|
|
|
|
|
|
|||||||
Diluted |
$ | 4.22 | $ | 5.53 | $ | 4.28 | ||||||
|
|
|
|
|
|
|||||||
Weighted average common shares—basic |
158,434 | 164,960 | 166,120 | |||||||||
|
|
|
|
|
|
|||||||
Weighted average common shares—diluted |
169,734 | 183,625 | 183,042 | |||||||||
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Net income |
$ | 715,501 | $ | 1,014,589 | $ | 784,147 | ||||||
Other comprehensive (loss) income, net of tax: |
||||||||||||
Foreign currency translation adjustment, net of tax of $0, $0, $0, respectively |
(29,031 | ) | (36,207 | ) | 48,903 | |||||||
Available-for-sale marketable securities: |
||||||||||||
Unrealized (losses) gains on marketable securities arising during period, net of tax of $( 3,388), 578$( ), $ 1,629, respectively |
(12,666 | ) | (2,255 | ) | 5,839 | |||||||
Less: Reclassification adjustment for losses (gains) included in net income, net of tax of $25, $(277), $(665), respectively |
301 | (995 | ) | (2,365 | ) | |||||||
(12,365 | ) | (3,250 | ) | 3,474 | ||||||||
Cash flow hedges: |
||||||||||||
Unrealized losses arising during period, net of tax of $(708), $0, $0, respectively |
(2,517 | ) | — | — | ||||||||
Defined benefit post-retirement plan: |
||||||||||||
Amortization of prior service credit, net of tax $(2), $(2), $(2), respectively |
(7 | ) | (7 | ) | (7 | ) | ||||||
Other comprehensive (loss) income |
(43,920 | ) | (39,464 | ) | 52,370 | |||||||
Comprehensive income |
$ | 671,581 | $ | 975,125 | $ | 836,517 | ||||||
Shareholders’ Equity |
||||||||||||||||||||||||||||
Convertible Common Shares Value |
Common Stock Shares |
Common Stock Par Value |
Additional Paid-in Capital |
Accumulated Other Comprehensive (Loss) Income |
(Accumulated Deficit) Retained Earnings |
Total Shareholders’ Equity |
||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||
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 ($0.40 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 | |||||||||||||||||||||
Net issuance of common stock under stock-based plans |
899 | 113 | (225 | ) | (112 | ) | ||||||||||||||||||||||
Stock-based compensation expense |
45,632 | 45,632 | ||||||||||||||||||||||||||
Repurchase of common stock |
(4,771 | ) | (597 | ) | (599,403 | ) | (600,000 | ) | ||||||||||||||||||||
Cash dividends ($0.40 per share) |
(66,034 | ) | (66,034 | ) | ||||||||||||||||||||||||
Settlements of convertible notes |
8,148 | 1,018 | 984,622 | 985,640 | ||||||||||||||||||||||||
Exercise of convertible notes hedge call options |
(8,148 | ) | (1,018 | ) | (986,082 | ) | (987,100 | ) | ||||||||||||||||||||
Convertible common shares |
(2,275 | ) | 2,275 | 2,275 | ||||||||||||||||||||||||
Net income |
1,014,589 | 1,014,589 | ||||||||||||||||||||||||||
Other comprehensive loss |
(39,464 | ) | (39,464 | ) | ||||||||||||||||||||||||
Year Ended December 31, 2021 |
1,512 | 162,251 | 20,281 | 1,811,545 | (5,948 | ) | 736,566 | 2,562,444 | ||||||||||||||||||||
Net issuance of common stock under stock-based plans |
761 | 96 | (4,471 | ) | (4,375 | ) | ||||||||||||||||||||||
Stock-based compensation expense |
48,466 | 48,466 | ||||||||||||||||||||||||||
Repurchase of common stock |
(7,253 | ) | (907 | ) | (751,175 | ) | (752,082 | ) | ||||||||||||||||||||
Cash dividends ($0.44 per share) |
(69,763 | ) | (69,763 | ) | ||||||||||||||||||||||||
Settlements of convertible notes |
1,495 | 187 | (442 | ) | (255 | ) | ||||||||||||||||||||||
Exercise of convertible notes hedge call options |
(1,495 | ) | (187 | ) | 187 | — | ||||||||||||||||||||||
Convertible common shares |
(1,512 | ) | 1,512 | 1,512 | ||||||||||||||||||||||||
Cumulative effect of change in accounting principle related to convertible debt |
(100,834 | ) | 94,600 | (6,234 | ) | |||||||||||||||||||||||
Net income |
715,501 | 715,501 | ||||||||||||||||||||||||||
Other comprehensive loss |
(43,920 | ) | (43,920 | ) | ||||||||||||||||||||||||
Year Ended December 31, 2022 |
$ | — | 155,759 | $ | 19,470 | $ | 1,755,963 | $ | (49,868 | ) | $ | 725,729 | $ | 2,451,294 | ||||||||||||||
Years Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ | 715,501 | $ | 1,014,589 | $ | 784,147 | ||||||
Adjustments to reconcile net income from operations to net cash provided by operating activities: |
||||||||||||
Depreciation |
90,763 | 91,073 | 80,119 | |||||||||
Stock-based compensation |
48,228 | 45,643 | 44,906 | |||||||||
Provision for excess and obsolete inventory |
31,452 | 15,475 | 17,534 | |||||||||
Amortization |
19,912 | 34,412 | 46,624 | |||||||||
Deferred taxes |
(38,693 | ) | (17,305 | ) | (15,688 | ) | ||||||
Retirement plans actuarial (gains) losses |
(25,584 | ) | (2,217 | ) | 10,284 | |||||||
Losses (gains) on investments |
9,985 | (6,410 | ) | (7,898 | ) | |||||||
Gains on sale of asset |
(3,410 | ) | — | — | ||||||||
Loss on convertible debt conversion |
— | 28,828 | — | |||||||||
Contingent consideration fair value adjustment |
— | (7,227 | ) | (23,271 | ) | |||||||
Other |
2,353 | 271 | 1,557 | |||||||||
Changes in operating assets and liabilities, net of businesses acquired: |
||||||||||||
Accounts receivable |
50,628 | (57,778 | ) | (129,451 | ) | |||||||
Inventories |
(80,809 | ) | 6,495 | (8,438 | ) | |||||||
Prepayments and other assets |
(140,713 | ) | (175,846 | ) | (64,418 | ) | ||||||
Accounts payable and other accrued expenses |
(60,507 | ) | 129,499 | 73,167 | ||||||||
Deferred revenue and customer advances |
(6,233 | ) | 9,873 | 39,974 | ||||||||
Retirement plan contributions |
(5,116 | ) | (5,405 | ) | (5,382 | ) | ||||||
Income taxes |
(29,834 | ) | (5,604 | ) | 25,169 | |||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities |
577,923 | 1,098,366 | 868,935 | |||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities: |
||||||||||||
Purchases of property, plant and equipment |
(163,249 | ) | (132,472 | ) | (184,977 | ) | ||||||
Purchases of marketable securities |
(287,409 | ) | (661,781 | ) | (900,196 | ) | ||||||
Proceeds from maturities of marketable securities |
222,941 | 660,148 | 479,678 | |||||||||
Proceeds from sales of marketable securities |
268,058 | 266,466 | 35,006 | |||||||||
Proceeds from sale of asset |
3,410 | — | — | |||||||||
Purchase of investment and acquisition of business |
— | (12,000 | ) | 149 | ||||||||
Proceeds from insurance |
— | — | 546 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by (used for) investing activities |
43,751 | 120,361 | (569,794 | ) | ||||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities: |
||||||||||||
Repurchase of common stock |
(752,082 | ) | (600,000 | ) | (88,465 | ) | ||||||
Payments of convertible debt principal |
(66,759 | ) | (342,990 | ) | — | |||||||
Dividend payments |
(69,711 | ) | (65,977 | ) | (66,482 | ) | ||||||
Payments related to net settlement of employee stock compensation awards |
(33,170 | ) | (32,303 | ) | (23,014 | ) | ||||||
Issuance of common stock under stock purchase and stock option plans |
28,733 | 32,686 | 28,527 | |||||||||
Payments of contingent consideration |
— | — | (8,852 | ) | ||||||||
|
|
|
|
|
|
|||||||
Net cash used for financing activities |
(892,989 | ) | (1,008,584 | ) | (158,286 | ) | ||||||
|
|
|
|
|
|
|||||||
Effects of exchange rate changes on cash and cash equivalents |
3,889 | (2,065 | ) | (658 | ) | |||||||
(Decrease) increase in cash and cash equivalents |
(267,426 | ) | 208,078 | 140,197 | ||||||||
Cash and cash equivalents at beginning of year |
1,122,199 | 914,121 | 773,924 | |||||||||
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of year |
$ | 854,773 | $ | 1,122,199 | $ | 914,121 | ||||||
|
|
|
|
|
|
|||||||
Supplementary disclosure of cash flow information: |
||||||||||||
Cash paid for: |
||||||||||||
Interest |
$ | 1,498 | $ | 4,236 | $ | 6,435 | ||||||
Income taxes |
$ | 193,246 | $ | 172,134 | $ | 106,577 | ||||||
Non-cash investing activities: |
||||||||||||
Capital expenditures incurred but not yet paid: |
$ | 1,826 | $ | 1,973 | $ | 3,666 |
A. |
THE COMPANY |
• | 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 |
• | robotics (“Robotics”) products. |
B. |
ACCOUNTING POLICIES |
• | 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 determines the transaction price to be the amount of consideration to which Teradyne expects to be entitled to. |
• | 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. |
2022 |
2021 |
|||||||
(in thousands) |
||||||||
Maintenance, service and training |
$ | 78,089 | $ | 81,826 | ||||
Customer advances, undelivered elements and other |
59,147 | 55,112 | ||||||
Extended warranty |
56,180 | 64,168 | ||||||
|
|
|
|
|||||
Total deferred revenue and customer advances |
$ | 193,416 | $ | 201,106 | ||||
|
|
|
|
Amount |
||||
(in thousands) |
||||
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 | |||
Accruals for warranties issued during the period |
35,727 | |||
Accruals related to pre-existing warranties |
(6,846 | ) | ||
Settlements made during the period |
(20,937 | ) | ||
|
|
|||
Balance at December 31, 2021 |
24,577 | |||
Accruals for warranties issued during the period |
21,851 | |||
Accruals related to pre-existing warranties |
(5,618 | ) | ||
Settlements made during the period |
(26,629 | ) | ||
|
|
|||
Balance at December 31, 2022 |
$ | 14,181 | ||
|
|
Amount |
||||
(in thousands) |
||||
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 | |||
Deferral of new extended warranty revenue |
43,597 | |||
Recognition of extended warranty deferred revenue |
(31,358 | ) | ||
|
|
|||
Balance at December 31, 2021 |
64,168 | |||
Deferral of new extended warranty revenue |
33,686 | |||
Recognition of extended warranty deferred revenue |
(41,674 | ) | ||
|
|
|||
Balance at December 31, 2022 |
$ | 56,180 | ||
|
|
• | 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. |
2022 |
2021 |
|||||||
(in thousands) |
||||||||
Contract manufacturer and supplier prepayments |
$ | 491,105 | $ | 364,478 | ||||
Prepaid taxes |
18,625 | 15,090 | ||||||
Prepaid maintenance and other services |
14,545 | 13,660 | ||||||
Other prepayments |
8,687 | 13,038 | ||||||
|
|
|
|
|||||
Total prepayments |
$ | 532,962 | $ | 406,266 | ||||
|
|
|
|
Buildings |
40 years | |
Building improvements |
5 to 10 years | |
Leasehold improvements |
Lesser of lease term or 10 years | |
Furniture and fixtures |
10 years | |
Test systems manufactured internally |
6 years | |
Machinery, equipment and software |
3 to 5 years |
C. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
D. |
INVESTMENT IN OTHER COMPANY |
E. |
REVENUE |
Semiconductor Test |
Robotics |
|||||||||||||||||||||||||||||||
System-on- a-chip |
Memory |
System Test |
Universal Robots |
Mobile Industrial Robots |
Wireless Test |
Corporate and Eliminations |
Total |
|||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||
For the Year Ended December 31, 2022 (1) |
||||||||||||||||||||||||||||||||
Timing of Revenue Recognition |
||||||||||||||||||||||||||||||||
Point in Time |
$ | 1,445,238 | $ | 344,693 | $ | 402,074 | $ | 317,514 | $ | 73,812 | $ | 189,040 | $ | 251 | $ | 2,772,622 | ||||||||||||||||
Over Time |
261,646 | 29,013 | 67,272 | 8,218 | 3,594 | 12,680 | — | 382,423 | ||||||||||||||||||||||||
Total |
$ | 1,706,884 | $ | 373,706 | $ | 469,346 | $ | 325,732 | $ | 77,406 | $ | 201,720 | $ | 251 | $ | 3,155,045 | ||||||||||||||||
Geographical Market |
||||||||||||||||||||||||||||||||
Asia Pacific |
$ | 1,514,964 | $ | 360,176 | $ | 294,350 | $ | 73,930 | $ | 15,724 | $ | 140,767 | $ | — | $ | 2,399,911 | ||||||||||||||||
Americas |
122,575 | 11,987 | 146,040 | 112,203 | 35,213 | 47,350 | 251 | 475,619 | ||||||||||||||||||||||||
Europe, Middle East and Africa |
69,345 | 1,543 | 28,956 | 139,599 | 26,469 | 13,603 | — | 279,515 | ||||||||||||||||||||||||
Total |
$ | 1,706,884 | $ | 373,706 | $ | 469,346 | $ | 325,732 | $ | 77,406 | $ | 201,720 | $ | 251 | $ | 3,155,045 | ||||||||||||||||
For the Year Ended December 31, 2021 (1) |
||||||||||||||||||||||||||||||||
Timing of Revenue Recognition |
||||||||||||||||||||||||||||||||
Point in Time |
$ | 1,989,979 | $ | 365,441 | $ | 409,383 | $ | 305,512 | $ | 60,884 | $ | 204,247 | $ | — | $ | 3,335,446 | ||||||||||||||||
Over Time |
256,751 | 30,171 | 58,356 | 5,670 | 3,839 | 12,648 | — | 367,435 | ||||||||||||||||||||||||
Total |
$ | 2,246,730 | $ | 395,612 | $ | 467,739 | $ | 311,182 | $ | 64,723 | $ | 216,895 | $ | — | $ | 3,702,881 | ||||||||||||||||
Geographical Market |
||||||||||||||||||||||||||||||||
Asia Pacific |
$ | 2,076,647 | $ | 381,444 | $ | 306,812 | $ | 81,456 | $ | 12,919 | $ | 172,103 | $ | — | $ | 3,031,381 | ||||||||||||||||
Americas |
102,702 | 10,665 | 135,230 | 94,897 | 26,069 | 36,173 | — | 405,736 | ||||||||||||||||||||||||
Europe, Middle East and Africa |
67,381 | 3,503 | 25,697 | 134,829 | 25,735 | 8,619 | — | 265,764 | ||||||||||||||||||||||||
Total |
$ | 2,246,730 | $ | 395,612 | $ | 467,739 | $ | 311,182 | $ | 64,723 | $ | 216,895 | $ | — | $ | 3,702,881 | ||||||||||||||||
For the Year Ended December 31, 2020 (1) |
||||||||||||||||||||||||||||||||
Timing of Revenue Recognition |
||||||||||||||||||||||||||||||||
Point in Time |
$ | 1,659,414 | $ | 363,324 | $ | 348,454 | $ | 214,212 | $ | 55,533 | $ | 163,834 | $ | (604 | ) | $ | 2,804,167 | |||||||||||||||
Over Time |
217,975 | 18,884 | 61,275 | 7,269 | 2,717 | 9,182 | — | 317,302 | ||||||||||||||||||||||||
Total |
$ | 1,877,389 | $ | 382,208 | $ | 409,729 | $ | 221,481 | $ | 58,250 | $ | 173,016 | $ | (604 | ) | $ | 3,121,469 | |||||||||||||||
Geographical Market |
||||||||||||||||||||||||||||||||
Asia Pacific |
$ | 1,744,593 | $ | 364,000 | $ | 258,521 | $ | 60,277 | $ | 6,471 | $ | 143,969 | $ | — | $ | 2,577,831 | ||||||||||||||||
Americas |
77,671 | 12,999 | 128,482 | 64,164 | 30,186 | 22,544 | (604 | ) | 335,442 | |||||||||||||||||||||||
Europe, Middle East and Africa |
55,125 | 5,209 | 22,726 | 97,040 | 21,593 | 6,503 | — | 208,196 | ||||||||||||||||||||||||
Total |
$ | 1,877,389 | $ | 382,208 | $ | 409,729 | $ | 221,481 | $ | 58,250 | $ | 173,016 | $ | (604 | ) | $ | 3,121,469 | |||||||||||||||
(1) | Includes $8.2 million, $13.2 million and $10.0 million in 2022, 2021 and 2020, respectively, for leases of Teradyne’s systems recognized outside of ASC 606: “Revenue from Contracts with Customers.” |
F. |
INVENTORIES |
2022 |
2021 |
|||||||
(in thousands) |
||||||||
Raw material |
$ | 256,065 | $ | 155,641 | ||||
Work-in-process |
37,982 | 37,740 | ||||||
Finished goods |
30,972 | 49,949 | ||||||
$ | 325,019 | $ | 243,330 | |||||
G. |
PROPERTY, PLANT AND EQUIPMENT |
2022 |
2021 |
|||||||
(in thousands) |
||||||||
Land |
$ | 18,481 | $ | 17,207 | ||||
Buildings |
128,991 | 126,468 | ||||||
Machinery, equipment and software |
1,059,880 | 994,828 | ||||||
Furniture and fixtures |
29,929 | 28,743 | ||||||
Leasehold improvements |
64,631 | 64,110 | ||||||
Construction in progress |
22,470 | 8,105 | ||||||
1,324,382 | 1,239,461 | |||||||
Less: accumulated depreciation |
905,699 | 852,221 | ||||||
$ | 418,683 | $ | 387,240 | |||||
H. |
FINANCIAL INSTRUMENTS |
December 31, 2022 |
||||||||||||||||
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 |
$ | 632,417 | $ | — | $ | — | $ | 632,417 | ||||||||
Cash equivalents |
161,767 | 60,589 | — | 222,356 | ||||||||||||
Available for sale securities: |
||||||||||||||||
Corporate debt securities |
— | 50,856 | — | 50,856 | ||||||||||||
U.S. Treasury securities |
— | 39,649 | — | 39,649 | ||||||||||||
Commercial paper |
— | 7,159 | — | 7,159 | ||||||||||||
Debt mutual funds |
6,580 | — | — | 6,580 | ||||||||||||
U.S. government agency securities |
— | 6,352 | — | 6,352 | ||||||||||||
Certificates of deposit and time deposits |
— | 1,740 | — | 1,740 | ||||||||||||
Non-U.S. government securities |
— | 535 | — | 535 | ||||||||||||
Equity securities: |
||||||||||||||||
Mutual funds |
37,518 | — | — | 37,518 | ||||||||||||
Total |
$ | 838,282 | $ | 166,880 | $ | — | $ | 1,005,162 | ||||||||
Derivative assets |
— | 86 | — | 86 | ||||||||||||
Total |
$ | 838,282 | $ | 166,966 | $ | — | $ | 1,005,248 | ||||||||
Liabilities |
||||||||||||||||
Derivative liabilities |
— | 4,215 | — | 4,215 | ||||||||||||
Total |
$ | — | $ | 4,215 | $ | — | $ | 4,215 | ||||||||
Reported as follows: |
||||||||||||||||
(Level 1) |
(Level 2) |
(Level 3) |
Total |
|||||||||||||
(in thousands) |
||||||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 794,184 | $ | 60,589 | $ | — | $ | 854,773 | ||||||||
Marketable securities |
— | 39,612 | — | 39,612 | ||||||||||||
Long-term marketable securities |
44,098 | 66,679 | — | 110,777 | ||||||||||||
Prepayments |
— | 86 | — | 86 | ||||||||||||
Total |
$ | 838,282 | $ | 166,966 | $ | — | $ | 1,005,248 | ||||||||
Liabilities |
||||||||||||||||
Other current liabilities |
$ | — | $ | 4,215 | $ | — | $ | 4,215 | ||||||||
Total |
$ | — | $ | 4,215 | $ | — | $ | 4,215 | ||||||||
December 31, 2021 |
||||||||||||||||
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 |
$ | 628,740 | $ | — | $ | — | $ | 628,740 | ||||||||
Cash equivalents |
412,212 | 81,247 | — | 493,459 | ||||||||||||
Available for sale securities: |
||||||||||||||||
Commercial paper |
— | 189,620 | — | 189,620 | ||||||||||||
U.S. Treasury securities |
— | 77,789 | — | 77,789 | ||||||||||||
Corporate debt securities |
— | 56,901 | — | 56,901 | ||||||||||||
Debt mutual funds |
7,971 | — | — | 7,971 | ||||||||||||
U.S. government agency securities |
— | 4,610 | — | 4,610 | ||||||||||||
Certificates of deposit and time deposits |
— | 1,356 | — | 1,356 | ||||||||||||
Non-U.S. government securities |
— | 589 | — | 589 | ||||||||||||
Equity securities: |
||||||||||||||||
Mutual funds |
39,253 | — | — | 39,253 | ||||||||||||
Total |
$ | 1,088,176 | $ | 412,112 | $ | — | $ | 1,500,288 | ||||||||
Derivative assets |
— | 92 | — | 92 | ||||||||||||
Total |
$ | 1,088,176 | $ | 412,204 | $ | — | $ | 1,500,380 | ||||||||
Liabilities |
||||||||||||||||
Derivative liabilities |
— | 118 | — | 118 | ||||||||||||
Total |
$ | — | $ | 118 | $ | — | $ | 118 | ||||||||
Reported as follows: |
||||||||||||||||
(Level 1) |
(Level 2) |
(Level 3) |
Total |
|||||||||||||
(in thousands) |
||||||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 1,040,952 | $ | 81,247 | $ | — | $ | 1,122,199 | ||||||||
Marketable securities |
— | 244,231 | — | 244,231 | ||||||||||||
Long-term marketable securities |
47,224 | 86,634 | — | 133,858 | ||||||||||||
Prepayments |
— | 92 | — | 92 | ||||||||||||
Total |
$ | 1,088,176 | $ | 412,204 | $ | — | $ | 1,500,380 | ||||||||
Liabilities |
||||||||||||||||
Other current liabilities |
$ | — | $ | 118 | $ | — | $ | 118 | ||||||||
Total |
$ | — | $ | 118 | $ | — | $ | 118 | ||||||||
Contingent Consideration |
||||
(in thousands) |
||||
Balance at December 31, 2020 |
$ | 7,227 | ||
value adjustment (1) |
(7,227 | ) | ||
Balance at December 31, 2021 |
— | |||
Fair value adjustment |
— | |||
Balance at December 31, 2022 |
$ | — | ||
(1) | During the year ended December 31, 2021, the fair value of contingent consideration for the earn-outs in connection with the acquisition of AutoGuide was reduced to zero, which resulted in a benefit of $7.2 million, primarily due to a decrease in forecasted revenues and earnings before interest and taxes. |
December 31, 2022 |
December 31, 2021 |
|||||||||||||||
Carrying Value |
Fair Value |
Carrying Value |
Fair Value |
|||||||||||||
(in thousands) |
||||||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 854,773 | $ | 854,773 | $ | 1,122,199 | $ | 1,122,199 | ||||||||
Marketable securities |
150,389 | 150,389 | 378,089 | 378,089 | ||||||||||||
86 | 86 | 92 | 92 | |||||||||||||
Liabilities |
||||||||||||||||
4,215 | 4,215 | 118 | 118 | |||||||||||||
Convertible debt (1) |
50,115 | 139,007 | 108,426 | 604,648 |
(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, 2022 |
||||||||||||||||||||
Available-for-Sale |
||||||||||||||||||||
Cost |
Unrealized Gain |
Unrealized (Loss) |
Fair Market Value |
Fair Market Value of Investments with Unrealized Losses |
||||||||||||||||
(in thousands) |
||||||||||||||||||||
Corporate debt securities |
$ | 57,006 | $ | 3 | $ | (6,153 | ) | $ | 50,856 | $ | 50,667 | |||||||||
U.S. Treasury securities |
44,030 | — | (4,381 | ) | 39,649 | 39,649 | ||||||||||||||
Commercial paper |
7,089 | 70 | — | 7,159 | — | |||||||||||||||
Debt mutual funds |
6,997 | — | (417 | ) | 6,580 | 3,095 | ||||||||||||||
U.S. government agency securities |
6,442 | — | (90 | ) | 6,352 | 6,352 | ||||||||||||||
Certificates of deposit and time deposits |
1,740 | — | — | 1,740 | — | |||||||||||||||
Non-U.S. government securities |
535 | — | — | 535 | — | |||||||||||||||
$ | 123,839 | $ | 73 | $ | (11,041 | ) | $ | 112,871 | $ | 99,763 | ||||||||||
Cost |
Unrealized Gain |
Unrealized (Loss) |
Fair Market Value |
Fair Market Value of Investments with Unrealized Losses |
||||||||||||||||
(in thousands) |
||||||||||||||||||||
Marketable securities |
$ | 39,950 | $ | 70 | $ | (408 | ) | $ | 39,612 | $ | 30,713 | |||||||||
Long-term marketable securities |
83,889 | 3 | (10,633 | ) | 73,259 | 69,050 | ||||||||||||||
$ | 123,839 | $ | 73 | $ | (11,041 | ) | $ | 112,871 | $ | 99,763 | ||||||||||
December 31, 2021 |
||||||||||||||||||||
Available-for-Sale |
||||||||||||||||||||
Cost |
Unrealized Gain |
Unrealized (Loss) |
Fair Market Value |
Fair Market Value of Investments with Unrealized Losses |
||||||||||||||||
(in thousands) |
||||||||||||||||||||
Commercial paper |
$ | 189,614 | $ | 15 | $ | (9 | ) | $ | 189,620 | $ | 22,784 | |||||||||
U.S. Treasury securities |
77,707 | 551 | (470 | ) | 77,789 | 46,435 | ||||||||||||||
Corporate debt securities |
52,266 | 4,863 | (227 | ) | 56,901 | 19,422 | ||||||||||||||
Debt mutual funds |
7,928 | 43 | — | 7,971 | — | |||||||||||||||
U.S. government agency securities |
4,617 | 5 | (12 | ) | 4,610 | 3,296 | ||||||||||||||
Certificates of deposit and time deposits |
1,356 | — | — | 1,356 | — | |||||||||||||||
Non-U.S. government securities |
589 | — | — | 589 | — | |||||||||||||||
$ | 334,077 | $ | 5,477 | $ | (718 | ) | $ | 338,836 | $ | 91,937 | ||||||||||
Cost |
Unrealized Gain |
Unrealized (Loss) |
Fair Market Value |
Fair Market Value of Investments with Unrealized Losses |
||||||||||||||||
(in thousands) |
||||||||||||||||||||
Marketable securities |
$ | 244,213 | $ | 64 | $ | (46 | ) | $ | 244,231 | $ | 54,798 | |||||||||
Long-term marketable securities |
89,864 | 5,413 | (672 | ) | 94,605 | 37,139 | ||||||||||||||
$ | 334,077 | $ | 5,477 | $ | (718 | ) | $ | 338,836 | $ | 91,937 | ||||||||||
Cost |
Fair Value |
|||||||
(in thousands) |
||||||||
Due within one year |
$ | 39,950 | $ | 39,612 | ||||
Due after 1 year through 5 years |
33,045 | 31,466 | ||||||
Due after 5 years through 10 years |
4,782 | 4,232 | ||||||
Due after 10 years |
39,065 | 30,981 | ||||||
Total |
$ | 116,842 | $ | 106,291 | ||||
December 31, 2022 |
December 31, 2021 |
|||||||||||||||||||||||
Buy Position |
Sell Position |
Net Total |
Buy Position |
Sell Position |
Net Total |
|||||||||||||||||||
(in millions) |
||||||||||||||||||||||||
Japanese Yen |
$ | (37.1 | ) | $ | — | $ | (37.1 | ) | $ | (31.4 | ) | $ | — | $ | (31.4 | ) | ||||||||
Taiwan Dollar |
(29.2 | ) | — | (29.2 | ) | (35.1 | ) | — | (35.1 | ) | ||||||||||||||
Korean Won |
(6.4 | ) | — | (6.4 | ) | (4.2 | ) | — | (4.2 | ) | ||||||||||||||
British Pound Sterling |
(1.2 | ) | — | (1.2 | ) | (1.8 | ) | — | (1.8 | ) | ||||||||||||||
Euro |
— | 38.4 | 38.4 | — | 44.9 | 44.9 | ||||||||||||||||||
Singapore Dollar |
— | 33.5 | 33.5 | — | 61.9 | 61.9 | ||||||||||||||||||
Philippine Peso |
— | 2.7 | 2.7 | — | 3.9 | 3.9 | ||||||||||||||||||
Chinese Yuan |
— | 2.2 | 2.2 | — | 2.8 | 2.8 | ||||||||||||||||||
Total |
$ | (73.9 | ) | $ | 76.8 | $ | 2.9 | $ | (72.5 | ) | $ | 113.5 | $ | 41.0 | ||||||||||
December 31, 2022 |
December 31, 2021 |
|||||||||||||||||||||||
Buy Position |
Sell Position |
Net Total |
Buy Position |
Sell Position |
Net Total |
|||||||||||||||||||
(in millions) |
||||||||||||||||||||||||
Japanese Yen |
$ | (23.4 | ) | $ | 61.2 | $ | 37.8 | $ | — | $ | — | $ | — | |||||||||||
Taiwan Dollar |
(5.5 | ) | 10.9 | 5.4 | — | — | — | |||||||||||||||||
Total |
$ | (28.9 | ) | $ | 72.1 | $ | 43.2 | $ | — | $ | — | $ | — | |||||||||||
Balance Sheet Location |
December 31, 2022 |
December 31, 2021 |
||||||||||
(in thousands) |
||||||||||||
Derivatives not designated as hedging instruments: |
||||||||||||
Foreign exchange forward contracts |
Prepayments | $ | 86 | $ | 92 | |||||||
Foreign exchange forward contracts |
Other current liabilities | (990 | ) | (118 | ) | |||||||
Derivatives designated as hedging instruments: |
||||||||||||
Foreign exchange option contracts |
Other current liabilities | (3,225 | ) | — | ||||||||
Total derivatives |
$ | (4,129 | ) | $ | (26 | ) | ||||||
Location of (Gains) Losses Recognized in Statement of Operations |
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
|||||||||||
(in thousands) |
||||||||||||||
Derivatives not designated as hedging instruments: |
||||||||||||||
Foreign exchange forward contracts |
Other (income) expense, net | $ | (2,482 | ) | $ | 6,488 | $ | 3,515 | ||||||
Derivatives designated as hedging instruments: |
||||||||||||||
Foreign exchange option contracts |
Revenue | (251 | ) | — | — | |||||||||
Total derivatives |
$ | (2,733 | ) | $ | 6,488 | $ | 3,515 | |||||||
I. |
LEASES |
For the Years Ended |
||||||||||||
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||
(in thousands) |
||||||||||||
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows: |
$ | 20,775 | $ | 24,593 | $ | 24,136 | ||||||
Right-of-use assets obtained in exchange for new lease obligations |
26,149 | 34,246 | 14,801 |
Operating Lease |
||||
(in thousands) |
||||
2023 |
$ | 20,120 | ||
2024 |
18,239 | |||
2025 |
15,308 | |||
2026 |
10,635 | |||
2027 |
8,117 | |||
Thereafter |
17,963 | |||
Total lease payments |
90,382 | |||
Less imputed interest |
(7,612 | ) | ||
Total lease liabilities |
$ | 82,770 | ||
J. |
DEBT |
December 31, 2022 |
December 31, 2021 |
|||||||
(in thousands) |
||||||||
Debt principal |
$ | 50,228 | $ | 116,980 | ||||
Unamortized debt issuance fees (1) |
113 | 8,554 | ||||||
Net carrying amount of convertible debt |
$ | 50,115 | $ | 108,426 | ||||
December 31, 2022 |
December 31, 2021 |
|||||||
(in thousands) |
||||||||
Current debt |
$ | 50,115 | $ | 19,182 | ||||
Long-term debt |
— | 89,244 | ||||||
Net carrying amount of convertible debt |
$ | 50,115 | $ | 108,426 | ||||
For the Years Ended |
||||||||
December 31, 2022 |
December 31, 2021 |
|||||||
(in thousands) |
||||||||
Contractual interest expense on the coupon |
$ | 732 | $ | 3,009 | ||||
Amortization of the issuance fees recognized as interest expense (2) |
209 | 11,019 | ||||||
Total interest expense on the convertible debt |
$ | 941 | $ | 14,028 | ||||
(1) | Unamortized debt issuance fees as of December 31, 2021 include unamortized debt discount of $8.0 million, which was eliminated with the adoption of ASU 2020-06 on January 1, 2022. |
(2) | For the year ended December 31, 2021 includes the amortization of debt discount component, which was eliminated with the adoption of ASU 2020-06 on January 1, 2022. |
K. |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
Foreign Currency Translation Adjustment |
Unrealized Gains (Losses) on Marketable Securities |
Unrealized Losses on Cash Flow Hedges |
Retirement Plans Prior Service Credit |
Total |
||||||||||||||||
(in thousands) |
||||||||||||||||||||
Balance at December 31, 2020, net of tax of $0, $1,910, $0, $(1,126), respectively |
$ | 25,389 | $ | 6,954 | $ | — | $ | 1,173 | $ | 33,516 | ||||||||||
Other comprehensive loss before reclassifications, net of tax of $0, $(578), $0, $0, respectively |
(36,207 | ) | (2,255 | ) | — | — | (38,462 | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive income, net of tax of $0, $(277), $0, $(2), respectively |
— | (995 | ) | — | (7 | ) | (1,002 | ) | ||||||||||||
Net current period other comprehensive loss, net of tax of $0, $(855), $0, $(2), respectively |
(36,207 | ) | (3,250 | ) | — | (7 | ) | (39,464 | ) | |||||||||||
Balance at December 31, 2021, net of tax of $0, $1,055, $0, $(1,128), respectively |
$ | (10,818 | ) | $ | 3,704 | $ | — | $ | 1,166 | $ | (5,948 | ) | ||||||||
Other comprehensive loss before reclassifications, net of tax of $0, $(3,388), $(708), $0, respectively |
(29,031 | ) | (12,666 | ) | (2,517 | ) | — | (44,214 | ) | |||||||||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax of $0, $25, $0, $(2), respectively |
— | 301 | — | (7 | ) | 294 | ||||||||||||||
Net current period other comprehensive loss, net of tax of $0, $(3,363), $(708), $(2), respectively |
(29,031 | ) | (12,365 | ) | (2,517 | ) | (7 | ) | (43,920 | ) | ||||||||||
Balance at December 31, 2022, net of tax of $0, $(2,308), $(708), $(1,130), respectively |
$ | (39,849 | ) | $ | (8,661 | ) | $ | (2,517 | ) | $ | 1,159 | $ | (49,868 | ) | ||||||
Details about Accumulated Other Comprehensive Income (Loss) Components |
For the year s ended |
Affected Line Item in the Statements of Operations |
||||||||||||||
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||||||
(in thousands) |
||||||||||||||||
Available-for-sale marketable securities |
||||||||||||||||
Unrealized (losses) gains, net of tax of $(25), $277, $665, respectively |
$ | (301 | ) | $ | 995 | $ | 2,365 | Other (income) expense, net |
| |||||||
Defined benefit pension and postretirement plans: |
||||||||||||||||
Amortization of prior service benefit, net of tax of $2, $2, $2, respectively |
7 | 7 | 7 | (a | ) | |||||||||||
Total reclassifications, net of tax of $(23), $279, $667, respectively |
$ | (294 | ) | $ | 1,002 | $ | 2,372 | 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.” |
L. |
GOODWILL AND INTANGIBLE ASSETS |
Robotics |
Wireless Test |
Semiconductor Test |
System Test |
Total |
||||||||||||||||
(in thousands) |
||||||||||||||||||||
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 | ||||||||||||||||
Foreign currency translation adjustment |
(27,781 | ) | — | (54 | ) | — | (27,835 | ) | ||||||||||||
Balance at December 31, 2021: |
||||||||||||||||||||
Goodwill |
405,971 | 361,819 | 262,101 | 158,699 | 1,188,590 | |||||||||||||||
Accumulated impairment losses |
— | (353,843 | ) | (260,540 | ) | (148,183 | ) | (762,566 | ) | |||||||||||
405,971 | 7,976 | 1,561 | 10,516 | 426,024 | ||||||||||||||||
Foreign currency translation adjustment |
(22,805 | ) | — | (24 | ) | — | (22,829 | ) | ||||||||||||
Balance at December 31, 2022: |
||||||||||||||||||||
Goodwill |
383,166 | 361,819 | 262,077 | 158,699 | 1,165,761 | |||||||||||||||
Accumulated impairment losses |
— | (353,843 | ) | (260,540 | ) | (148,183 | ) | (762,566 | ) | |||||||||||
$ | 383,166 | $ | 7,976 | $ | 1,537 | $ | 10,516 | $ | 403,195 | |||||||||||
December 31, 2022 |
||||||||||||||||
Gross Carrying Amount (1) |
Accumulated Amortization (1) |
Foreign Currency Translation Adjustment |
Net Carrying Amount |
|||||||||||||
(in thousands) |
||||||||||||||||
Developed technology |
$ | 270,967 | $ | (234,208 | ) | $ | (5,935 | ) | $ | 30,824 | ||||||
Customer relationships |
57,739 | (51,186 | ) | 172 | 6,725 | |||||||||||
Tradenames and trademarks |
59,387 | (41,930 | ) | (1,528 | ) | 15,929 | ||||||||||
Total intangible assets |
$ | 388,093 | $ | (327,324 | ) | $ | (7,291 | ) | $ | 53,478 | ||||||
December 31, 2021 |
||||||||||||||||
Gross Carrying Amount |
Accumulated Amortization |
Foreign Currency Translation Adjustment |
Net Carrying Amount |
|||||||||||||
(in thousands) |
||||||||||||||||
Developed technology |
$ | 272,547 | $ | (223,413 | ) | $ | (4,093 | ) | $ | 45,041 | ||||||
Customer relationships |
57,739 | (48,921 | ) | 209 | 9,027 | |||||||||||
Tradenames and trademarks |
59,387 | (37,237 | ) | (583 | ) | 21,567 | ||||||||||
Total intangible assets |
$ | 389,673 | $ | (309,571 | ) | $ | (4,467 | ) | $ | 75,635 | ||||||
(1) | In 2022, $1.6 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) |
||||
2023 |
$ | 18,835 | ||
2024 |
18,527 | |||
2025 |
11,230 | |||
2026 |
2,350 | |||
2027 |
1,134 | |||
Thereafter |
1,402 |
M. |
COMMITMENTS AND CONTINGENCIES |
N. |
NET INCOME PER COMMON SHARE |
2022 |
2021 |
2020 |
||||||||||
(in thousands, except per share amounts) |
||||||||||||
Net income for basic and diluted net income per share |
$ | 715,501 | $ | 1,014,589 | $ | 784,147 | ||||||
|
|
|
|
|
|
|||||||
Weighted average common shares-basic |
158,434 | 164,960 | 166,120 | |||||||||
Effect of dilutive potential common shares: |
||||||||||||
Convertible note hedge warrant shares (1) |
8,806 | 9,956 | 6,989 | |||||||||
Incremental shares from assumed conversion of convertible notes (2) |
1,763 | 7,435 | 8,528 | |||||||||
Restricted stock units |
657 | 1,180 | 1,264 | |||||||||
Stock options |
52 | 86 | 131 | |||||||||
Employee stock purchase rights |
22 | 8 | 10 | |||||||||
|
|
|
|
|
|
|||||||
Dilutive potential common shares |
11,300 | 18,665 | 16,922 | |||||||||
|
|
|
|
|
|
|||||||
Weighted average common shares-diluted |
169,734 | 183,625 | 183,042 | |||||||||
|
|
|
|
|
|
|||||||
Net income per common share-basic |
$ | 4.52 | $ | 6.15 | $ | 4.72 | ||||||
|
|
|
|
|
|
|||||||
Net income per common share-diluted |
$ | 4.22 | $ | 5.53 | $ | 4.28 | ||||||
|
|
|
|
|
|
(1) | Convertible notes hedge warrant shares were calculated using the difference between the average Teradyne stock price for the period and the warrant price, multiplied by the number of warrant 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. |
(2) | 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, multiplied by the number of convertible notes 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. |
O. |
RESTRUCTURING AND OTHER |
P. |
RETIREMENT PLANS |
2022 |
2021 |
|||||||||||||||
United States |
Foreign |
United States |
Foreign |
|||||||||||||
(in thousands) |
||||||||||||||||
Assets and Obligations |
||||||||||||||||
Change in benefit obligation: |
||||||||||||||||
Projected benefit obligation: |
||||||||||||||||
Beginning of year |
$ | 192,472 | $ | 45,774 | $ | 202,233 | $ | 50,988 | ||||||||
Service cost |
1,588 | 784 | 1,784 | 941 | ||||||||||||
Interest cost |
4,886 | 482 | 4,427 | 337 | ||||||||||||
Actuarial (gain) loss |
(45,932 | ) | (13,181 | ) | (6,432 | ) | (2,257 | ) | ||||||||
Benefits paid |
(9,200 | ) | (863 | ) | (9,337 | ) | (925 | ) | ||||||||
Liability (gain) loss due to settlement |
— | — | (204 | ) | — | |||||||||||
Non-U.S. currency movement |
— | (3,061 | ) | — | (3,310 | ) | ||||||||||
End of year |
143,814 | 29,935 | 192,472 | 45,774 | ||||||||||||
Change in plan assets: |
||||||||||||||||
Fair value of plan assets: |
||||||||||||||||
Beginning of year |
149,578 | 2,017 | 158,855 | 1,856 | ||||||||||||
Actual return on plan assets |
(31,835 | ) | 153 | (3,217 | ) | 33 | ||||||||||
Company contributions |
3,217 | 949 | 3,276 | 1,022 | ||||||||||||
Benefits paid |
(9,200 | ) | (863 | ) | (9,337 | ) | (925 | ) | ||||||||
Non-U.S. currency movement |
— | (169 | ) | — | 31 | |||||||||||
End of year |
111,760 | 2,087 | 149,578 | 2,017 | ||||||||||||
Funded status |
$ | (32,054 | ) | $ | (27,848 | ) | $ | (42,894 | ) | $ | (43,757 | ) | ||||
2022 |
2021 |
|||||||||||||||
United States |
Foreign |
United States |
Foreign |
|||||||||||||
(in thousands) |
||||||||||||||||
Retirement plans assets |
$ | 11,761 | $ | — | $ | 15,110 | $ | — | ||||||||
Accrued employees’ compensation and withholdings |
(3,055 | ) | (1,191 | ) | (3,288 | ) | (936 | ) | ||||||||
Retirement plans liabilities |
(40,760 | ) | (26,657 | ) | (54,716 | ) | (42,821 | ) | ||||||||
Funded status |
$ | (32,054 | ) | $ | (27,848 | ) | $ | (42,894 | ) | $ | (43,757 | ) | ||||
2022 |
2021 |
|||||||||||||||
United States |
Foreign |
United States |
Foreign |
|||||||||||||
(in millions) |
||||||||||||||||
Projected benefit obligation |
$ | 43.8 | $ | 29.9 | $ | 58.0 | $ | 45.8 | ||||||||
Accumulated benefit obligation |
42.3 | 28.6 | 55.7 | 42.5 | ||||||||||||
Fair value of plan assets |
— | 2.1 | — | 2.0 |
2022 |
2021 |
2020 |
||||||||||||||||||||||
United States |
Foreign |
United States |
Foreign |
United States |
Foreign |
|||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||
Components of Net Periodic Pension (Income) Cost: |
||||||||||||||||||||||||
Service cost |
$ | 1,588 | $ | 784 | $ | 1,784 | $ | 941 | $ | 1,773 | $ | 907 | ||||||||||||
Interest cost |
4,886 | 482 | 4,427 | 337 | 5,770 | 516 | ||||||||||||||||||
return on plan assets |
(2,927 | ) | (75 | ) | (3,858 | ) | (67 | ) | (4,840 | ) | (65 | ) | ||||||||||||
Net actuarial(gain) loss |
(11,170 | ) | (13,259 | ) | 643 | (2,223 | ) | 6,463 | 2,949 | |||||||||||||||
Settlement (gain) loss |
— | — | (204 | ) | — | 451 | — | |||||||||||||||||
Total net periodic pension (income) cost |
$ | (7,623 | ) | $ | (12,068 | ) | $ | 2,792 | $ | (1,012 | ) | $ | 9,617 | $ | 4,307 | |||||||||
2022 |
2021 |
2020 |
||||||||||||||||||||||
United States |
Foreign |
United States |
Foreign |
United States |
Foreign |
|||||||||||||||||||
Discount rate |
2.5 | % | 1.1 | % | 2.2 | % | 0.7 | % | 2.8 | % | 1.1 | % | ||||||||||||
Expected return on plan assets |
2.0 | 4.0 | 2.4 | 3.5 | 3.0 | 3.8 | ||||||||||||||||||
Salary progression rate |
2.4 | 2.2 | 2.4 | 2.3 | 2.6 | 2.5 |
2022 |
2021 |
|||||||||||||||
United States |
Foreign |
United States |
Foreign |
|||||||||||||
Discount rate |
4.9 | % | 3.5 | % | 2.6 | % | 1.1 | % | ||||||||
Salary progression rate |
2.5 | 2.1 | 2.4 | 2.2 |
2022 |
2021 |
|||||||||||||||
United States |
Foreign |
United States |
Foreign |
|||||||||||||
Fixed income securities |
94.0 | % | — | % | 94.0 | % | — | % | ||||||||
Equity securities |
5.0 | — | 5.0 | — | ||||||||||||
Other |
1.0 | 100.0 | 1.0 | 100.0 | ||||||||||||
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||
Asset Category: |
Policy Index: |
Target Allocation |
||||
U.S. corporate fixed income |
Bloomberg Barclays U.S. Corporate A or Better Index |
75 | % | |||
U.S. government fixed income |
Bloomberg Barclays U.S. Long Government Bond Index |
14 | ||||
Global equity |
MSCI World Minimum Volatility Index | 5 | ||||
High yield fixed income |
Bloomberg Barclays U.S. Corporate High Yield Index |
5 | ||||
Cash |
Citigroup Three Month U.S. Treasury Bill |
1 |
December 31, 2022 |
||||||||||||||||||||||||||||||||
United States |
Foreign |
|||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||
Fixed income securities: |
||||||||||||||||||||||||||||||||
Corporate debt securities |
$ | — | $ | 89,403 | $ | — | $ | 89,403 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
U.S. government securities |
— | 15,631 | — | 15,631 | — | — | — | — | ||||||||||||||||||||||||
Global equity |
— | 5,579 | — | 5,579 | — | — | — | — | ||||||||||||||||||||||||
Other |
— | — | — | — | — | 2,087 | — | 2,087 | ||||||||||||||||||||||||
Cash and cash equivalents |
1,147 | — | — | 1,147 | — | — | — | — | ||||||||||||||||||||||||
Total |
$ | 1,147 | $ | 110,613 | $ | — | $ | 111,760 | $ | — | $ | 2,087 | $ | — | $ | 2,087 | ||||||||||||||||
December 31, 2021 |
||||||||||||||||||||||||||||||||
United States |
Foreign |
|||||||||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||
Fixed income securities: |
||||||||||||||||||||||||||||||||
Corporate debt securities |
$ | — | $ | 119,805 | $ | — | $ | 119,805 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
U.S. government securities |
— | 20,847 | — | 20,847 | — | — | — | — | ||||||||||||||||||||||||
Global equity |
— | 7,426 | — | 7,426 | — | — | — | — | ||||||||||||||||||||||||
Other |
— | — | — | — | — | 2,017 | — | 2,017 | ||||||||||||||||||||||||
Cash and cash equivalents |
1,500 | — | — | 1,500 | — | — | — | — | ||||||||||||||||||||||||
Total |
$ | 1,500 | $ | 148,078 | $ | — | $ | 149,578 | $ | — | $ | 2,017 | $ | — | $ | 2,017 | ||||||||||||||||
United States |
Foreign |
|||||||
(in thousands) |
||||||||
2023 |
$ | 10,323 | $ | 1,239 | ||||
2024 |
9,274 | 1,055 | ||||||
2025 |
9,912 | 1,014 | ||||||
2026 |
9,971 | 1,130 | ||||||
2027 |
10,742 | 1,239 | ||||||
2028-2031 |
52,877 | 8,216 |
2022 |
2021 |
|||||||
(in thousands) |
||||||||
Assets and Obligations |
||||||||
Change in benefit obligation: |
||||||||
Projected benefit obligation: |
||||||||
Beginning of year |
$ | 7,210 | $ | 8,515 | ||||
Service cost |
64 | 64 | ||||||
Interest cost |
177 | 170 | ||||||
Actuarial gain |
(1,155 | ) | (433 | ) | ||||
Benefits paid |
(950 | ) | (1,107 | ) | ||||
End of year |
5,345 | 7,210 | ||||||
Change in plan assets: |
||||||||
Fair value of plan assets: |
||||||||
Beginning of year |
— | — | ||||||
Company contributions |
950 | 1,107 | ||||||
Benefits paid |
(950 | ) | (1,107 | ) | ||||
End of year |
— | — | ||||||
Funded status |
$ | (5,345 | ) | $ | (7,210 | ) | ||
2022 |
2021 |
|||||||
(in thousands) |
||||||||
Accrued employees’ compensation and withholdings |
$ | (853 | ) | $ | (930 | ) | ||
Retirement plans liability |
(4,492 | ) | (6,280 | ) | ||||
Funded status |
$ | (5,345 | ) | $ | (7,210 | ) | ||
2022 |
2021 |
|||||||
(in thousands) |
||||||||
Prior service credit, before tax |
$ | (31 | ) | $ | (40 | ) | ||
Deferred taxes |
(1,689 | ) | (1,688 | ) | ||||
Total recognized in other comprehensive income (loss), net of tax |
$ | (1,720 | ) | $ | (1,728 | ) | ||
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Components of Net Periodic Postretirement Benefit Income (cost ): |
||||||||||||
Service cost |
$ | 64 | $ | 64 | $ | 57 | ||||||
Interest cost |
177 | 170 | 240 | |||||||||
Amortization of prior service credit |
(9 | ) | (9 | ) | (9 | ) | ||||||
Net actuarial (gain) loss |
(1,155 | ) | (433 | ) | 421 | |||||||
Total net periodic postretirement benefit (income) cost |
(923 | ) | (208 | ) | 709 | |||||||
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income: |
||||||||||||
Reversal of amortization items: |
||||||||||||
Prior service credit |
9 | 9 | 9 | |||||||||
Total recognized in other comprehensive income |
9 | 9 | 9 | |||||||||
Total recognized in net periodic postretirement (income) cost and other comprehensive income |
$ | (914 | ) | $ | (199 | ) | $ | 718 | ||||
2022 |
2021 |
2020 |
||||||||||
Discount rate |
2.6 | % | 2.2 | % | 3.0 | % | ||||||
Initial health care cost trend rate |
7.3 | 7.3 | 7.1 | |||||||||
Ultimate health care cost trend rate |
4.5 | 4.5 | 4.5 | |||||||||
Year in which ultimate health care cost trend rate is reached |
2029 | 2029 | 2026 |
2022 |
2021 |
2020 |
||||||||||
Discount rate |
5.0 | % | 2.6 | % | 2.2 | % | ||||||
Initial medical trend |
7.2 | 7.3 | 7.3 | |||||||||
Ultimate health care trend |
4.5 | 4.5 | 4.5 | |||||||||
Medical cost trend rate decrease to ultimate rate in year |
2032 | 2029 | 2029 |
Benefit Payments |
||||
(in thousands) |
||||
2023 |
$ | 853 | ||
2023 |
688 | |||
2024 |
573 | |||
2025 |
436 | |||
2027 |
386 | |||
2028-2031 |
1,291 |
Q. |
STOCK-BASED COMPENSATION |
2022 |
2021 |
2020 |
||||||||||
Risk-free interest rate |
1.4 | % | 0.2 | % | 1.5 | % | ||||||
Teradyne volatility-historical |
47.1 | % | 43.9 | % | 34.9 | % | ||||||
NYSE Composite Index volatility-historical |
22.7 | % | 22.9 | % | 11.4 | % | ||||||
Dividend yield |
0.4 | % | 0.4 | % | 0.6 | % |
2022 |
2021 |
2020 |
||||||||||
Expected life (years) |
4.0 | 5.0 | 5.0 | |||||||||
Risk-free interest rate |
1.6 | % | 0.4 | % | 1.5 | % | ||||||
Volatility-historical |
43.7 | % | 37.8 | % | 32.0 | % | ||||||
Dividend yield |
0.4 | % | 0.4 | % | 0.5 | % |
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Restricted Stock Units: |
||||||||||||
Non-vested at January 1 |
1,417 | 1,789 | 2,269 | |||||||||
Awarded |
660 | 447 | 616 | |||||||||
Vested |
(709 | ) | (749 | ) | (1,028 | ) | ||||||
Forfeited |
(51 | ) | (70 | ) | (68 | ) | ||||||
Non-vested at December 31 |
1,317 | 1,417 | 1,789 | |||||||||
Stock Options: |
||||||||||||
Outstanding at January 1 |
171 | 216 | 319 | |||||||||
Granted |
42 | 34 | 56 | |||||||||
Exercised |
(25 | ) | (78 | ) | (159 | ) | ||||||
Forfeited |
— | (1 | ) | — | ||||||||
Expired |
— | — | — | |||||||||
Outstanding at December 31 |
188 | 171 | 216 | |||||||||
Vested and expected to vest at December 31 |
188 | 171 | 216 | |||||||||
Exercisable at December 31 |
69 | 30 | 27 | |||||||||
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Shares available: |
||||||||||||
Available for grant at January 1 |
5,713 | 6,123 | 6,727 | |||||||||
Options granted |
(42 | ) | (34 | ) | (56 | ) | ||||||
Options forfeited |
— | 1 | — | |||||||||
Restricted stock units awarded |
(660 | ) | (447 | ) | (616 | ) | ||||||
Restricted stock units forfeited |
51 | 70 | 68 | |||||||||
Available for grant at December 31 |
5,062 | 5,713 | 6,123 | |||||||||
2022 |
2021 |
2020 |
||||||||||
Non-vested at January 1 |
$ | 67.97 | $ | 47.84 | $ | 35.58 | ||||||
Awarded |
108.74 | 115.51 | 72.76 | |||||||||
Vested |
54.27 | 43.99 | 31.53 | |||||||||
Forfeited |
85.71 | 65.52 | 45.36 | |||||||||
Non-vested at December 31 |
$ | 88.71 | $ | 67.97 | $ | 47.84 |
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Vested |
$ | 95,408 | $ | 101,679 | $ | 71,582 | ||||||
Outstanding |
115,087 | 231,763 | 214,509 | |||||||||
Expected to vest |
108,666 | 231,246 | 210,301 |
2022 |
2021 |
2020 |
||||||||||
Outstanding |
0.99 | 0.89 | 0.96 | |||||||||
Expected to vest |
0.99 | 0.89 | 0.96 |
2022 |
||||
Outstanding at January 1 |
$ | 62.13 | ||
Options granted |
112.12 | |||
Options exercised |
37.13 | |||
Options forfeited |
— | |||
Options cancelled |
— | |||
Outstanding at December 31 |
76.52 | |||
Exercisable at December 31 |
55.90 |
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Exercised |
$ | 2,030 | $ | 6,345 | $ | 9,682 | ||||||
Outstanding |
3,963 | 17,356 | 16,083 | |||||||||
E xpected to vest |
1,583 | 13,500 | 13,499 | |||||||||
Vested and exercisable |
2,380 | 3,856 | 2,584 |
2022 |
2021 |
2020 |
||||||||||
Outstanding |
4.2 | 4.4 | 4.6 | |||||||||
E xpected to vest |
4.8 | 4.8 | 4.9 | |||||||||
Vested and exercisable |
3.1 | 2.5 | 2.5 |
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Cost of revenues |
$ | 4,050 | $ | 4,196 | $ | 4,227 | ||||||
Engineering and development |
9,992 | 9,783 | 12,039 | |||||||||
Selling and administrative |
34,186 | 31,664 | 28,640 | |||||||||
|
|
|
|
|
|
|||||||
Stock-based compensation |
48,228 | 45,643 | 44,906 | |||||||||
Income tax benefit |
(11,493 | ) | (14,389 | ) | (13,060 | ) | ||||||
|
|
|
|
|
|
|||||||
Total stock-based compensation expense after income taxes |
$ | 36,735 | $ | 31,254 | $ | 31,846 | ||||||
|
|
|
|
|
|
R. |
SAVINGS PLAN |
S. |
INCOME TAXES |
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Income before income taxes: |
||||||||||||
U.S. |
$ | 385,968 | $ | 403,451 | $ | 312,153 | ||||||
Non-U.S. |
454,417 | 757,504 | 588,862 | |||||||||
|
|
|
|
|
|
|||||||
$ | 840,385 | $ | 1,160,955 | $ | 901,015 | |||||||
|
|
|
|
|
|
|||||||
Provision (benefit) for income taxes: |
||||||||||||
Current: |
||||||||||||
U.S. Federal |
$ | 86,692 | $ | 58,218 | $ | 58,678 | ||||||
Non-U.S. |
74,204 | 105,153 | 75,193 | |||||||||
State |
2,681 | 300 | (1,315 | ) | ||||||||
|
|
|
|
|
|
|||||||
163,577 | 163,671 | 132,556 | ||||||||||
|
|
|
|
|
|
|||||||
Deferred: |
||||||||||||
U.S. Federal |
(36,739 | ) | (15,106 | ) | (12,604 | ) | ||||||
Non-U.S. |
1,232 | (4,300 | ) | (5,127 | ) | |||||||
State |
(3,186 | ) | 2,101 | 2,043 | ||||||||
|
|
|
|
|
|
|||||||
(38,693 | ) | (17,305 | ) | (15,688 | ) | |||||||
|
|
|
|
|
|
|||||||
Total provision for income taxes: |
$ | 124,884 | $ | 146,366 | $ | 116,868 | ||||||
|
|
|
|
|
|
2022 |
2021 |
2020 |
||||||||||
U.S. statutory federal tax rate |
21.0 | % | 21.0 | % | 21.0 | % | ||||||
Non-deductible officers’ compensation |
1.3 | 0.8 | 0.5 | |||||||||
U.S. global intangible low-taxed income |
1.2 | 0.6 | 2.1 | |||||||||
U.S. foreign derived intangible income |
(3.1 | ) | (2.3 | ) | (2.2 | ) | ||||||
Foreign taxes |
(1.9 | ) | (4.5 | ) | (5.6 | ) | ||||||
U.S. research and development credit |
(1.8 | ) | (1.4 | ) | (1.3 | ) | ||||||
Equity compensation |
(1.1 | ) | (1.0 | ) | (0.8 | ) | ||||||
Foreign tax credits |
(1.0 | ) | (0.5 | ) | (1.2 | ) | ||||||
State income taxes, net of federal tax benefit |
(0.1 | ) | 0.2 | 0.3 | ||||||||
Other, net |
0.4 | (0.3 | ) | 0.2 | ||||||||
14.9 | % | 12.6 | % | 13.0 | % | |||||||
2022 |
2021 |
|||||||
(in thousands) |
||||||||
Deferred tax assets: |
||||||||
Tax credits |
$ | 105,503 | $ | 98,378 | ||||
Research and development |
47,760 | — | ||||||
Accruals |
30,747 | 41,459 | ||||||
Inventory valuations |
22,554 | 20,991 | ||||||
Pension liabilities |
21,335 | 28,722 | ||||||
Lease liability |
18,679 | 16,484 | ||||||
Deferred revenue |
14,909 | 11,164 | ||||||
Equity compensation |
6,578 | 6,630 | ||||||
Vacation accrual |
5,856 | 6,050 | ||||||
Investment impairment |
3,292 | 3,292 | ||||||
Marketable securities |
2,283 | — | ||||||
Net operating loss carryforwards |
1,857 | 1,721 | ||||||
Intangible assets |
350 | — | ||||||
Other |
2,520 | 774 | ||||||
Gross deferred tax assets |
284,223 | 235,665 | ||||||
Less: valuation allowance |
(103,807 | ) | (97,170 | ) | ||||
Total deferred tax assets |
$ | 180,416 | $ | 138,495 | ||||
Deferred tax liabilities: |
||||||||
Depreciation |
$ | (19,078 | ) | $ | (10,691 | ) | ||
Right-of-use assets |
(16,607 | ) | (14,738 | ) | ||||
Contingent consideration |
(5,214 | ) | (5,214 | ) | ||||
Intangible assets |
— | (8,531 | ) | |||||
Marketable securities |
— | (3,220 | ) | |||||
Total deferred tax liabilities |
$ | (40,899 | ) | $ | (42,394 | ) | ||
Net deferred assets |
$ | 139,517 | $ | 96,101 | ||||
State Operating Loss Carryforwards |
Foreign Operating Loss Carryforwards |
|||||||
(in thousands) |
||||||||
2023 |
$ | 222 | $ | — | ||||
2024 |
6 | — | ||||||
2025 |
4 | — | ||||||
2026 |
— | — | ||||||
2027 |
— | — | ||||||
2028-2032 |
299 | 676 | ||||||
2033-2037 |
44 | 3 | ||||||
Beyond 2037 |
24 | — | ||||||
Non-expiring |
29 | 550 | ||||||
|
|
|
|
|||||
Total |
$ | 628 | $ | 1,229 | ||||
|
|
|
|
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Beginning balance as of January 1 |
$ | 14,465 | $ | 17,903 | $ | 21,180 | ||||||
Additions: |
||||||||||||
Tax positions for current year |
1,398 | 1,417 | 1,082 | |||||||||
Tax positions for prior years |
13 | 30 | 66 | |||||||||
Reductions: |
||||||||||||
Tax positions for prior years |
(56 | ) | (1,639 | ) | (2,989 | ) | ||||||
Expiration of statutes |
(212 | ) | (3,246 | ) | (1,436 | ) | ||||||
|
|
|
|
|
|
|||||||
Ending balance as of December 31 |
$ | 15,608 | $ | 14,465 | $ | 17,903 | ||||||
|
|
|
|
|
|
T. |
OPERATING SEGMENT, GEOGRAPHIC AND SIGNIFICANT CUSTOMER INFORMATION |
Semiconductor Test |
System Test |
Robotics |
Wireless Test |
Corporate and Eliminations |
Consolidated |
|||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||
2022 |
||||||||||||||||||||||||
Revenues |
$ | 2,080,590 | $ | 469,346 | $ | 403,138 | $ | 201,720 | $ | 251 | $ | 3,155,045 | ||||||||||||
Income (loss) before taxes (1)(2) |
634,488 | 166,879 | (16,244 | ) | 66,820 | (11,558 | ) | 840,385 | ||||||||||||||||
Total assets (3) |
1,382,623 | 165,925 | 665,638 | 94,298 | 1,192,768 | 3,501,252 | ||||||||||||||||||
Property additions |
126,898 | 7,275 | 25,712 | 3,364 | — | 163,249 | ||||||||||||||||||
Depreciation and amortization expense |
76,532 | 3,235 | 25,339 | 4,991 | 578 | 110,675 | ||||||||||||||||||
2021 |
||||||||||||||||||||||||
Revenues |
$ | 2,642,342 | $ | 467,739 | $ | 375,905 | $ | 216,895 | $ | — | $ | 3,702,881 | ||||||||||||
Income (loss) before taxes (1)(2) |
976,988 | 163,064 | (8,167 | ) | 83,543 | (54,473 | ) | 1,160,955 | ||||||||||||||||
Total assets (3) |
1,245,596 | 170,954 | 701,196 | 107,513 | 1,584,166 | 3,809,425 | ||||||||||||||||||
Property additions |
115,618 | 3,905 | 9,821 | 3,128 | — | 132,472 | ||||||||||||||||||
Depreciation and amortization expense |
75,982 | 3,156 | 27,336 | 6,055 | 12,956 | 125,485 | ||||||||||||||||||
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 |
(1) | Included in Corporate and Eliminations are interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations, pension and postretirement plan actuarial gains (losses), legal and environmental fees, contingent consideration adjustments, acquisition related charges and compensation and loss on convertible debt conversions in 2021. |
(2) | Included in income (loss) before taxes are charges and credits related to restructuring and other, inventory charges and loss on convertible debt conversions in 2021. |
(3) | Total assets are attributable to each segment. Corporate assets consist of cash and cash equivalents, marketable securities and certain other assets. |
For the Years Ended December 31, |
||||||||||||
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Semiconductor Test: |
||||||||||||
Cost of revenues—inventory charge |
$ | 21,456 | $ | 6,661 | $ | 11,013 | ||||||
Contract termination settlement fee |
— | — | 4,000 | |||||||||
System Test: |
||||||||||||
Cost of revenues—inventory charge |
$ | 1,730 | $ | 641 | $ | 887 | ||||||
Robotics: |
||||||||||||
Cost of revenues—inventory charge |
$ | 3,668 | $ | 6,403 | $ | 834 | ||||||
Restructuring and other—employee severance |
2,115 | 1,210 | 1,584 | |||||||||
Restructuring and other—acquisition related expenses and compensation |
— | 1,000 | 985 | |||||||||
Wireless Test: |
||||||||||||
Cost of revenues—inventory charge |
$ | 4,598 | $ | 1,770 | $ | 4,800 | ||||||
Corporate and Eliminations: |
||||||||||||
Restructuring and other—legal settlement charge |
$ | 14,700 | $ | 12,000 | $ | — | ||||||
Restructuring and other— environmental and legal liabilities |
2,700 | 1,971 | — | |||||||||
Restructuring and other—gain on sale of asset |
(3,410 | ) | — | — | ||||||||
Other (income) expense, net—loss on convertible debt conversion |
— | 28,828 | — | |||||||||
Restructuring and other—AutoGuide contingent consideration adjustment |
— | (7,227 | ) | (19,724 | ) | |||||||
Restructuring and other—MiR contingent consideration adjustment |
— | — | (3,546 | ) | ||||||||
Restructuring and other—acquisition related expenses and compensation |
— | (513 | ) | 1,728 | ||||||||
Selling and administrative—equity modification charge |
— | — | 766 |
2022 |
2021 |
2020 |
||||||||||
(in thousands) |
||||||||||||
Revenues from customers (1): |
||||||||||||
Taiwan |
$ | 626,424 | $ | 1,117,874 | $ | 1,178,068 | ||||||
Korea |
544,816 | 502,167 | 391,571 | |||||||||
China |
491,798 | 631,963 | 465,722 | |||||||||
United States |
469,948 | 392,626 | 321,674 | |||||||||
Europe |
268,384 | 259,954 | 205,587 | |||||||||
Japan |
162,920 | 166,231 | 143,983 | |||||||||
Malaysia |
142,203 | 136,774 | 56,096 | |||||||||
Thailand |
137,356 | 138,812 | 138,787 | |||||||||
Philippines |
124,107 | 166,838 | 68,887 | |||||||||
Singapore |
99,503 | 121,582 | 76,460 | |||||||||
Rest of the World |
87,586 | 68,060 | 74,634 | |||||||||
$ | 3,155,045 | $ | 3,702,881 | $ | 3,121,469 | |||||||
(1) | Revenues attributable to a country are based on location of customer site. |
United States |
Foreign |
Total |
||||||||||
(in thousands) |
||||||||||||
December 31, 2022 |
$ | 328,341 | $ | 164,076 | $ | 492,417 | ||||||
December 31, 2021 |
$ | 308,438 | $ | 147,609 | $ | 456,047 |
U. |
STOCK REPURCHASE PROGRAM |
V. |
SUBSEQUENT EVENTS |
Item 9: |
Changes in and disagreements with accountants on accounting and financial disclosure |
Item 9A: |
Controls and procedures |
Item 9B: |
Other Information |
Item 9C: |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Item 10: |
Directors, Executive Officers and Corporate Governance |
Item 11: |
Executive Compensation |
Item 12: |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Item 13: |
Certain Relationships and Related Transactions, and Director Independence |
Item 14: |
Principal Accountant Fees and Services |
Item 15: |
Exhibits and Financial Statement Schedule . |
Page |
||||
45 | ||||
48 | ||||
49 | ||||
50 | ||||
51 | ||||
52 |
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: |
||||||||||||||||||||
2022 Allowance for doubtful account |
$ | 2,012 | $ | 500 | $ | (6 | ) | $ | 551 | $ | 1,955 | |||||||||
2021 Allowance for doubtful account |
$ | 2,034 | $ | 500 | $ | (27 | ) | $ | 495 | $ | 2,012 | |||||||||
2020 Allowance for doubtful account |
$ | 1,736 | $ | 356 | $ | 32 | $ | 90 | $ | 2,034 | ||||||||||
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: |
||||||||||||||||||||
2022 Inventory reserve |
$ | 114,055 | $ | 31,452 | $ | 1,926 | $ | 10,595 | $ | 136,838 | ||||||||||
2021 Inventory reserve |
$ | 110,587 | $ | 15,475 | $ | 1,335 | $ | 13,342 | $ | 114,055 | ||||||||||
2020 Inventory reserve |
$ | 103,556 | $ | 17,534 | $ | (521 | ) | $ | 9,982 | $ | 110,587 | |||||||||
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: |
||||||||||||||||||||
2022 Valuation allowance |
$ | 97,170 | $ | 7,652 | $ | 21 | $ | 1,036 | $ | 103,807 | ||||||||||
2021 Valuation allowance |
$ | 84,962 | $ | 13,502 | $ | — | $ | 1,294 | $ | 97,170 | ||||||||||
2020 Valuation allowance |
$ | 77,177 | $ | 7,785 | $ | — | $ | — | $ | 84,962 | ||||||||||
Item 16: |
Form 10-K Summary |
EXHIBIT INDEX
The following designated exhibits are, as indicated below, either filed herewith or have heretofore been filed with the Securities and Exchange Commission and are referred to and incorporated by reference to such filings.
Exhibit No. |
Description |
SEC Document Reference | ||
3.1 | Restated Articles of Organization. | Exhibit 3.1 to Teradyne’s Current Report on Form 8-K filed on May 13, 2021. | ||
3.2 | Amended and Restated By-laws, as amended. | Exhibit 3.1 to Teradyne’s Current Report on Form 8-K filed on September 6, 2022. | ||
4.1 | Indenture dated as of December 12, 2016, between Teradyne, Inc. and Wilmington Trust, National Association, as trustee. | Exhibit 4.1 to Teradyne’s Current Report on Form 8-K filed on December 12, 2016. | ||
4.2 | First Supplemental Indenture dated as of November 4, 2021 between Teradyne, Inc. and Wilmington Trust, National Association, as trustee. | Exhibit 4.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2021. | ||
4.3 | Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange Act. | Filed herewith. | ||
10.1† | Standard Manufacturing Agreement entered into as of November 24, 2003 by and between Teradyne and Solectron. | Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. | ||
10.2† | Second Amendment to Standard Manufacturing Agreement, dated as of August 27, 2007, by and between Teradyne and Solectron. | Exhibit 10.3 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. | ||
10.3† | Sixth Amendment to Standard Manufacturing Agreement, dated as of July 27, 2009, by and between Teradyne and Flextronics Corporation. | Exhibit 10.5 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. | ||
10.4 | Addendum to Standard Manufacturing Agreement (Authorized Purchase Agreement)—Revised July 1, 2010. | Exhibit 10.6 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. | ||
10.5 | Eighth Amendment to Standard Manufacturing Agreement, dated as of April 13, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD. | Exhibit 10.7 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. | ||
10.6† | Ninth Amendment to Standard Manufacturing Agreement, dated as of September 17, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD. | Exhibit 10.8 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. | ||
10.7 | 2006 Equity and Cash Compensation Incentive Plan, as amended. * | Exhibit 10.2 to Teradyne’s Current Report on Form 8-K filed on May 13, 2021. | ||
10.8 | Danish Sub-Plan to the 2006 Equity and Cash Compensation Incentive Plan. | Exhibit 10.10 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. |
106
Exhibit No. |
Description |
SEC Document Reference | ||
10.9 | Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* | Exhibit 10.9 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. | ||
10.10 | Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.* | Exhibit 10.10 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. | ||
10.11 | Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended. * | Exhibit 10.11 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. | ||
10.12 | Form of Restricted Stock Unit Agreement for Directors under 2006 Equity and Cash Compensation Incentive Plan.* | Exhibit 10.12 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. | ||
10.13 | 1996 Employee Stock Purchase Plan, as amended.* | Filed herewith. | ||
10.14 | Danish Sub-Plan to the 1996 Employee Stock Purchase Plan. | Exhibit 10.15 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 | ||
10.15 | Deferral Plan for Non-Employee Directors, as amended.* | Exhibit 10.1 to Teradyne’s Quarterly Report on form 10-Q for the quarter ended October 3, 2021. | ||
10.16 | Supplemental Savings Plan, as amended and restated.* | Exhibit 10.18 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. | ||
10.17 | Supplemental Executive Retirement Plan, as restated.* | Exhibit 10.19 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. | ||
10.18 | Agreement Regarding Termination Benefits dated January 31, 2023 between Teradyne and Gregory S. Smith.* | Filed herewith. | ||
10.19 | Employment Agreement dated May 7, 2004 between Teradyne and Mark Jagiela.* | Exhibit 10.37 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2004. | ||
10.20 | Executive Officer Retirement Agreement dated July 17, 2019 between Teradyne and Gregory R. Beecher.* | Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. | ||
10.21 | Executive Officer Agreement dated January 31, 2023 between Teradyne and Mark Jagiela.* | Filed herewith. | ||
10.22 | Amended and Restated Executive Officer Change in Control Agreement dated May 26, 2009 between Teradyne and Charles J. Gray, as amended.* | Exhibit 10.30 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. | ||
10.23 | Employment Agreement dated July 24, 2009 between Teradyne and Charles J. Gray.* | Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 4, 2010. |
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Exhibit No. |
Description |
SEC Document Reference | ||
10.24 | Amended and Restated Executive Officer Change in Control Agreement dated June 30, 2012 between Teradyne and Walter G. Vahey, as amended.* | Exhibit 10.32 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. | ||
10.25 | Employment Agreement dated February 6, 2013 between Teradyne and Walter G. Vahey.* | Exhibit 10.33 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. | ||
10.26 | Executive Officer Change in Control Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.* | Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014. | ||
10.27 | Employment Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.* | Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2014. | ||
10.28 | Executive Change in Control Agreement dated February 8, 2016 between Teradyne, Inc. and Gregory S. Smith.* | Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016. | ||
10.29 | Employment Agreement dated February 8, 2016 between Teradyne, Inc. and Gregory S. Smith.* | Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016. | ||
10.30 | Teradyne Offer of Employment dated February 8, 2019 for Sanjay Mehta.* | Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. | ||
10.31 | Executive Officer Change in Control Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* | Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. | ||
10.32 | Employment Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* | Exhibit 10.3 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. | ||
10.33 | Agreement Regarding Termination Benefits dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.* | Exhibit 10.4 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. | ||
10.34 | Executive Officer Change in Control Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.* | Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020. | ||
10.35 | Employment Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.* | Exhibit 10.2 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020. | ||
10.36 | Time-Based Restricted Stock Unit Agreement dated May 1, 2019 for Sanjay Mehta under 2006 Equity and Cash Compensation Plan.* | Exhibit 10.5 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. | ||
10.37 | Form of Indemnification Agreement.* | Exhibit 10.24 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. | ||
10.38 | LitePoint Corporation 2002 Stock Plan. | Exhibit 10.43 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. |
108
Exhibit No. |
Description |
SEC Document Reference | ||
10.39 | Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Base Warrants. | Exhibit 10.1 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.40 | Letter Agreement, dated December 6, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Base Warrants. | Exhibit 10.2 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.41 | Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Warrants. | Exhibit 10.3 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.42 | Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Base Call Option Transaction. | Exhibit 10.4 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.43 | Letter Agreement, dated December 6, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Base Call Option Transaction. | Exhibit 10.5 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.44 | Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Call Option Transaction. | Exhibit 10.6 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.45 | Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Additional Warrants | Exhibit 10.7 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.46 | Letter Agreement, dated December 9, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Additional Warrants. | Exhibit 10.8 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.47 | Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Warrants. | Exhibit 10.9 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.48 | Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Additional Call Option Transaction. | Exhibit 10.10 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.49 | Letter Agreement, dated December 9, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Additional Call Option Transaction | Exhibit 10.11 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.50 | Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Call Option Transaction. | Exhibit 10.12 to Teradyne’s Current Report on Form 8-K filed December 12, 2016. | ||
10.51 | 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. | Exhibit 10.1 to Teradyne’s Current Report on Form 8-K filed May 5, 2020. |
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Exhibit No. |
Description |
SEC Document Reference | ||
10.52 | First Amendment to Credit Agreement dated December 10, 2021 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. | Exhibit 10.52 to Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. | ||
10.53 | Second Amendment to Credit Agreement dated October 5, 2022 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto. | Exhibit 10.1 to Teradyne’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2022. | ||
21.1 | Subsidiaries of Teradyne. | Filed herewith. | ||
23.1 | Consent of PricewaterhouseCoopers LLP. | Filed herewith. | ||
31.1 | Rule 13a-14(a) Certification of Principal Executive Officer. | Filed herewith. | ||
31.2 | Rule 13a-14(a) Certification of Principal Financial Officer. | Filed herewith. | ||
32.1 | Section 1350 Certification of Principal Executive Officer. | Furnished herewith. | ||
32.2 | Section 1350 Certification of Principal Financial Officer. | Furnished herewith. | ||
101 | The following financial information from Teradyne, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021, (ii) Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020, and (vi) the Notes to Consolidated Financial Statements. | |||
104 | The cover page of the Annual Report on Form 10-K formatted in Inline XBRL (included in Exhibit 101). |
† | -Confidential treatment granted. |
* | -Management contract or compensatory plan. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this 22nd day of February 2023.
TERADYNE, INC. | ||
By: | /S/ SANJAY MEHTA | |
Sanjay Mehta, | ||
Vice President, Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/S/ PAUL J. TUFANO Paul J. Tufano |
Chair of the Board | February 22, 2023 | ||
/S/ GREGORY SMITH Gregory Smith |
Chief Executive Officer (Principal Executive Officer) and Director | February 22, 2023 | ||
/S/ SANJAY MEHTA Sanjay Mehta |
Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | February 22, 2023 | ||
/S/ EDWIN J. GILLIS Edwin J. Gillis |
Director | February 22, 2023 | ||
/S/ TIMOTHY E. GUERTIN Timothy E. Guertin |
Director | February 22, 2023 | ||
/S/ PETER HERWECK Peter Herweck |
Director | February 22, 2023 | ||
/S/ MERCEDES JOHNSON Mercedes Johnson |
Director | February 22, 2023 | ||
/S/ ERNEST E. MADDOCK Ernest E. Maddock |
Director | February 22, 2023 | ||
/S/ MARILYN MATZ Marilyn Matz |
Director | February 22, 2023 | ||
/S/ Fouad Tamer Fouad Tamer |
Director | February 22, 2023 |
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Exhibit 4.3
DESCRIPTION OF COMMON STOCK
As of December 31, 2022, 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, 2022, there were 162,385,302 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.
Removal of Directors and Vacancies. The Bylaws provide that any director may be removed from office only (a) for cause as defined in the Massachusetts General Laws and by the affirmative vote of a majority of our outstanding shares and entitled to vote in the election of directors or (b) for cause by vote of a majority of the directors then in office. Vacancies and newly created directorships, whether resulting from an increase in the size of the board of directors, from the death, resignation, disqualification or removal of a director or otherwise, shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors.
Indemnification of Directors, Officers and Employees. Pursuant to the Articles of Organization and Bylaws, Teradyne shall indemnify, to the full extent authorized by law, any person made or threatened to be made a party to an action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of Teradyne or is or was serving, at the request of the Teradyne, as a director, officer, employee or agent of another organization. The board of directors may, without stockholder approval, authorize Teradyne to enter into agreements, including any amendments or modifications thereto, with any of its directors, officers, employees or other agents providing for indemnification of such persons to the maximum extent permitted under applicable law and Teradynes Articles of Organization and Bylaws.
Business Combinations with Interested Stockholders. The Massachusetts General Laws contain anti-takeover provisions regarding, among other things, business combinations with an affiliated stockholder. In general, the Massachusetts General Laws prevent a publicly held Massachusetts corporation from engaging in a business combination, as defined in the Massachusetts General Laws, with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
| before the date on which the person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction in which the person became an interested stockholder; |
| the interested stockholder acquires at least 90% of the outstanding voting stock of the corporation at the time it becomes an interested stockholder; or |
| the business combination is approved by the board of directors and the holders of at least two-thirds of the outstanding voting stock of the corporation voting at a meeting, excluding the voting stock owned by the interested stockholder. |
An interested stockholder is generally a person owning 5% or more of the outstanding voting stock of the corporation. A business combination includes mergers, consolidations, stock and asset sales and other transactions with the interested stockholder that result in a financial benefit to the interested stockholder.
Control Share Acquisitions. Teradyne has elected to opt out of the control share acquisitions provisions of the Massachusetts General Laws. Teradyne could, however, opt into these control share acquisitions provisions at any time by amending our Bylaws.
In general, the control share acquisitions provisions of the Massachusetts General Laws provide that any person, including his, her or its affiliates, who acquires shares of a corporation that are subject to the control share acquisitions statute and whose shares represent one-fifth or more, one-third or more, or a majority or more of the voting power of the corporation in the election of directors cannot exercise any voting power with respect to those shares, or any shares acquired by the person within 90 days before or after an acquisition of this nature, unless these voting rights are authorized by the stockholders of the corporation.
The authorization of voting rights requires the affirmative vote of the holders of a majority of the outstanding voting shares, excluding shares owned by:
| the person making an acquisition of this nature; |
| any officer of the corporate; and |
| any employee who is also a director of the corporation. |
There are several other types of share acquisitions that are not subject to these provisions of the Massachusetts General Laws, including acquisitions of shares under a tender offer, merger or consolidation which is made in connection with an agreement to which the corporation is a party and acquisitions of shares directly from the corporation or a wholly owned subsidiary of the corporation.
Exhibit 10.13
TERADYNE, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
(as amended, effective November 14, 2022)
Article 1Purpose.
This 1996 Employee Stock Purchase Plan (the Plan) is intended to encourage stock ownership by all eligible employees of Teradyne, Inc. (the Company), a Massachusetts corporation, and its participating subsidiaries (as defined in Article 17) so that they may share in the growth of the Company by acquiring or increasing their proprietary interest in the Company. The Plan is designed to encourage eligible employees to remain in the employ of the Company and its participating subsidiaries. The Plan is intended to constitute an employee stock purchase plan within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the Code).
Article 2Administration of the Plan.
The Plan may be administered by a committee appointed by the Board of Directors of the Company (the Committee). The Committee shall consist of not less than two members of the Companys Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, howsoever caused, shall be filled by the Board of Directors. The Committee may select one of its members as Chairman, and shall hold meetings at such times and places as it may determine. Acts by a majority of the Committee, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee.
The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final, unless otherwise determined by the Board of Directors. The Committee may from time to time adopt such rules and regulations for carrying out the Plan as it may deem best, provided that any such rules and regulations shall be applied on a uniform basis to all similarly situated employees under the Plan. No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it.
In the event the Board of Directors fails to appoint or refrains from appointing a Committee, the Board of Directors shall have all power and authority to administer the Plan. In such event, the word Committee wherever used herein shall be deemed to mean the Board of Directors.
Article 3Eligible Employees.
No option may be granted to any person serving as a member of the Committee at the time of grant. Subject to the foregoing limitation, all employees of the Company or any of its participating subsidiaries who are employees of the Company or any of its
participating subsidiaries on or before the first day of any Payment Period (as defined in Article 5), and whose customary employment is not less than twenty hours per week and more than five months in any calendar year shall be eligible to receive options under the Plan to purchase common stock of the Company, par value $.125 per share (Common Stock); provided, however, that the Committee retains the discretion to determine which eligible employees may participate in an offering pursuant to and consistent with Treasury Regulation Sections 1.423.2(e) and (f). All eligible employees shall have the same rights and privileges hereunder, except as permitted or required under Treasury Regulation 1.423-2(f) and Article 17 hereof. Persons who elect to enter the Plan in accordance with Article 7 and who are eligible employees on the first business day of any Payment Period (as defined in Article 5) shall receive their options as of such day. Persons who elect to enter the Plan in accordance with Article 7 and who become eligible employees after any date on which options are granted under the Plan shall be granted options on the first business day of the next succeeding Payment Period on which options are granted to eligible employees under the Plan. In no event, however, may an employee be granted an option if such employee, immediately after the option was granted, would be treated as owning stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any parent corporation or subsidiary corporation, as the terms parent corporation and subsidiary corporation are defined in Section 424(e) and (f) of the Code. For purposes of determining stock ownership under this paragraph, the rules of Section 424(d) of the Code shall apply, and stock which the employee may purchase under outstanding options shall be treated as stock owned by the employee.
Article 4Stock Subject to the Plan.
The stock subject to the options under the Plan shall be authorized but unissued Common Stock, or shares of Common Stock reacquired by the Company, including shares purchased in the open market. The aggregate number of shares which may be issued pursuant to the Plan is 33,400,000, subject to adjustment as provided in Article 12. If any option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased shares subject thereto shall again be available under the Plan.
Article 5Payment Periods and Stock Options.
For the duration of the Plan, a Payment Period shall be defined as each six-month period commencing on the first day of January and ending on the last day of June and commencing on the first day of July and ending on the last day of December of each calendar year.
On the first business day of each Payment Period, the Company will grant to each eligible employee who is then a participant in the Plan an option to purchase on the last day of such Payment Period, at the Option Price hereinafter provided for, a maximum number of 3,000 shares on condition that such employee remains eligible to participate in the Plan throughout the remainder of such Payment Period. The participant shall be entitled to exercise the option so granted only to the extent of the participants
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accumulated payroll deductions on the last day of such Payment Period. If the participants accumulated payroll deductions on the last day of the Payment Period would enable the participant to purchase more than 3,000 shares except for the 3,000 share limitation, the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the 3,000 shares shall be promptly refunded to the participant by the Company, without interest. The Option Price per share for each Payment Period shall be 85% of the fair market value of the Common Stock on the last business day of the Payment Period rounded up to the nearest cent. The foregoing limitation on the number of shares subject to option and the Option Price shall be subject to adjustment as provided in Article 12.
For purposes of the Plan, the term fair market value on any date means (i) the closing price (on that date) of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the average of the closing bid and asked prices last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on a national securities exchange; or (iii) if the Common Stock is not publicly traded, the fair market value of the Common Stock as determined by the Committee after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arms length.
For purposes of the Plan, the term business day means a day on which there is trading on The Nasdaq Stock Market or the aforementioned national securities exchange, whichever is applicable pursuant to the preceding paragraph; and if neither is applicable, a day that is not a Saturday, Sunday or legal holiday in Massachusetts.
Notwithstanding any other provision herein, no employee shall be granted an option which permits the employees right to purchase stock under the Plan, and under all other Section 423(b) employee stock purchase plans of the Company and any parent or subsidiary corporations, to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined on the date or dates that options on such stock were granted) for each calendar year in which such option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code. If the participants accumulated payroll deductions on the last day of the Payment Period would otherwise enable the participant to purchase Common Stock in excess of the Section 423(b)(8) $25,000 limitation described in this paragraph, the excess of the amount of the accumulated payroll deductions over the aggregate purchase price of the shares actually purchased shall be promptly refunded to the participant by the Company, without interest.
Article 6Exercise of Option.
Each eligible employee who continues to be a participant in the Plan on the last day of a Payment Period shall be deemed to have exercised his or her option on such date and shall be deemed to have purchased from the Company such number of whole and fractional shares of Common Stock reserved for the purpose of the Plan as the
3
participants accumulated payroll deductions on such date will pay for at the Option Price, subject to the 3,000 share limit of the option and the Section 423(b)(8) $25,000 limitation described in Article 5. If the individual is not a participant on the last day of a Payment Period, then he or she shall not be entitled to exercise his or her option. Fractional shares of Common Stock may be purchased under the Plan.
Article 7Authorization for Entering the Plan.
An employee may elect to enter the Plan by filling out, signing and delivering to the Company an authorization:
A. Stating the percentage to be deducted from the employees pay;
B. Authorizing the purchase of stock for the employee in each Payment Period in accordance with the terms of the Plan; and
C. Specifying the exact name or names in which stock purchased for the employee is to be issued as provided under Article 11 hereof.
Such authorization must be received by the Company on or before the first day of the next succeeding Payment Period.
Unless a participant files a new authorization or withdraws from the Plan, the deductions and purchases under the authorization the participant has on file under the Plan will continue from one Payment Period to succeeding Payment Periods as long as the Plan remains in effect.
The Company will accumulate and hold for each participants account the amounts deducted from his or her pay. No interest will be paid on these amounts.
Article 8Maximum Amount of Payroll Deductions.
An employee may authorize payroll deductions in an amount (expressed as a whole percentage) not less than two percent (2%) but not more than ten percent (10%) of the employees cash compensation.
Article 9Change in Payroll Deductions.
Deductions may not be increased during a Payment Period. Deductions may be decreased during a Payment Period, provided that an employee may not decrease his deduction more than once during any Payment Period.
Article 10Withdrawal from the Plan.
A participant may withdraw from the Plan (in whole but not in part) at any time prior to the last day of a Payment Period by delivering a withdrawal notice to the Company.
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To re-enter the Plan, an employee who has previously withdrawn must file a new authorization on or before the first day of the next Payment Period in which he or she wishes to participate. The employees re-entry into the Plan becomes effective at the beginning of such Payment Period, provided that he or she is an eligible employee on the first business day of the Payment Period.
Article 11Issuance of Stock.
Stock issued to participants shall be delivered as soon as practicable after each Payment Period by the Companys transfer agent.
Stock purchased under the Plan shall be issued only in the name of the participant, or if the participants authorization so specifies, in the name of the participant and another person of legal age as joint tenants with rights of survivorship.
Article 12Adjustments.
Upon the happening of any of the following described events, a participants rights under options granted under the Plan shall be adjusted as hereinafter provided:
A. In the event that the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if, upon a reorganization, split-up, liquidation, recapitalization or the like of the Company, the shares of Common Stock shall be exchanged for other securities of the Company, each participant shall be entitled, subject to the conditions herein stated, to purchase such number of shares of Common Stock or amount of other securities of the Company as were exchangeable for the number of shares of Common Stock that such participant would have been entitled to purchase except for such action, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or exchange; and
B. In the event the Company shall issue any of its shares as a stock dividend upon or with respect to the shares of stock of the class which shall at the time be subject to options hereunder, each participant upon exercising such an option shall be entitled to receive (for the purchase price paid upon such exercise) the shares as to which the participant is exercising his or her option and, in addition thereto (at no additional cost), such number of shares of the class or classes in which such stock dividend or dividends were declared or paid, and such amount of cash in lieu of fractional shares, as is equal to the number of shares thereof and the amount of cash in lieu of fractional shares, respectively, which the participant would have received if the participant had been the holder of the shares as to which the participant is exercising his or her option at all times between the date of the granting of such option and the date of its exercise.
Upon the happening of any of the foregoing events, the class and aggregate number of shares set forth in Article 4 hereof which are subject to options which have been or may be granted under the Plan and the limitations set forth in the second paragraph of Article 5 shall also be appropriately adjusted to reflect the events specified
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in paragraphs A and B above. Notwithstanding the foregoing, any adjustments made pursuant to paragraphs A or B shall be made only after the Committee, based on advice of counsel for the Company, determines whether such adjustments would constitute a modification (as that term is defined in Section 424 of the Code). If the Committee determines that such adjustments would constitute a modification, it may refrain from making such adjustments.
If the Company is to be consolidated with or acquired by another entity in a merger, a sale of all or substantially all of the Companys assets or otherwise (an Acquisition), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the Successor Board) shall, with respect to options then outstanding under the Plan, either (i) make appropriate provision for the continuation of such options by arranging for the substitution on an equitable basis for the shares then subject to such options either (a) the consideration payable with respect to the outstanding shares of the Common Stock in connection with the Acquisition, (b) shares of stock of the successor corporation, or a parent or subsidiary of such corporation, or (c) such other securities as the Successor Board deems appropriate, the fair market value of which shall not exceed the fair market value of the shares of Common Stock subject to such options immediately preceding the Acquisition; or (ii) terminate each participants options in exchange for a cash payment equal to the excess of the fair market value on the date of the Acquisition of the number of shares of Common Stock that the participants accumulated payroll deductions as of the date of the Acquisition could purchase, at an option price determined with reference only to the first business day of the applicable Payment Period and subject to the 3,000 share limit and Code Section 423(b)(8) limitations on the amount of stock a participant would be entitled to purchase over the aggregate option price to such participant thereof.
The Committee or Successor Board shall determine the adjustments to be made under this Article 12, and its determination shall be conclusive.
Article 13No Transfer or Assignment of Employees Rights.
An option granted under the Plan may not be transferred or assigned, otherwise than by will or by the laws of descent and distribution. Any option granted under the Plan may be exercised, during the participants lifetime, only by the participant.
Article 14Termination of Employees Rights.
Whenever a participant ceases to be an eligible employee because of retirement, voluntary or involuntary termination, resignation, layoff, discharge, death or for any other reason, his or her rights under the Plan shall immediately terminate, and the Company shall promptly refund, without interest, the entire balance of his or her payroll deduction account under the Plan; provided, however, that if an employee is laid off during the last three months of any Payment Period, he shall nevertheless be deemed to be a participant in the Plan on the last day of the Payment Period. Notwithstanding the foregoing, eligible employment shall be treated as continuing intact while a participant is on military leave, sick leave or other bona fide leave of absence, for up to 90 days, or, if such leave is
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longer than 90 days, for so long as the participants right to re-employment is guaranteed either by statute or by written contract. Notwithstanding any other provision herein, if a participants employment is terminated by reason of retirement, and the date of such termination occurs after the date that is 3 months prior to the last day of the Payment Period, such participants rights under the Plan are not immediately terminated, and if the participant has not withdrawn from the Plan, such participants options shall be deemed to have been exercised on the last day of the Payment Period in accordance with the terms of the Plan.
Article 15Termination and Amendments to Plan.
The Plan may be terminated at any time by the Companys Board of Directors but such termination shall not affect options then outstanding under the Plan. If at any time shares of stock reserved for the purpose of the Plan remain available for purchase but not in sufficient number to satisfy all then unfilled purchase requirements, the available shares shall be apportioned among participants in proportion to the amount of payroll deductions accumulated on behalf of each participant that would otherwise be used to purchase stock, and the Plan shall terminate. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase stock will be refunded, without interest.
The Committee or the Board of Directors may from time to time adopt amendments to the Plan provided that, without the approval of the shareholders of the Company, no amendment may (i) increase the number of shares that may be issued under the Plan; (ii) change the class of employees eligible to receive options under the Plan, if such action would be treated as the adoption of a new plan for purposes of Code Section 423(b) and the regulations thereunder; (iii) cause Rule 16b-3 under the Securities Exchange Act of 1934 to become inapplicable to the Plan or (iv) materially revise the Plan pursuant to the rules and regulations of The Nasdaq Stock Market LLC.
Article 16Limits on Sale of Stock Purchased under the Plan.
The Plan is intended to provide shares of Common Stock for investment and not for resale. The Company does not, however, intend to restrict or influence any employee in the conduct of his or her own affairs. An employee may, therefore, sell stock purchased under the Plan at any time the employee chooses, subject to compliance with any applicable federal or state securities laws and subject to any restrictions imposed under Article 21 to ensure that tax withholding obligations are satisfied. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE STOCK.
Article 17Participating Subsidiaries.
The term participating subsidiary shall mean any present or future subsidiary of the Company, as that term is defined in Section 424(f) of the Code, that is designated from time to time by the Board of Directors to participate in the Plan. The Board of Directors shall have the power to make such designation before or after the Plan is
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approved by the shareholders. The Board may from time to time establish one or more sub-plans under the Plan with respect to one or more participating subsidiaries, provided that such sub-plan complies with Section 423 of the Code and related Treasury Regulations.
The Company may, in order to comply with the laws of a foreign jurisdiction, grant options to employees of the Company or a participating subsidiary who are citizens or residents of such foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens within the meaning of Section 7701(b)(1)(A) of the Code) with terms that are less favorable (but not more favorable) than the terms of options granted under the Plan to employees of the Company or a participating subsidiary who are resident in the United States. Notwithstanding the preceding provisions of the Plan, employees of the Company or a participating subsidiary who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens within the meaning of Section 77091(b)(1)(A) of the Code) may be excluded from eligibility under the Plan if (a) the grant of an option under the Plan to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction or (b) compliance with the laws of the foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code. The Company may add one or more appendices to this Plan describing the operation of the Plan in those foreign jurisdictions in which employees are excluded from participation or granted less favorable options.
Article 18Optionees Not Shareholders.
Neither the granting of an option to an employee nor the deductions from his or her pay shall constitute such employee a stockholder of the shares covered by an option until such shares have been actually purchased by the employee.
Article 19Application of Funds.
The proceeds received by the Company from the sale of Common Stock pursuant to options granted under the Plan will be used for general corporate purposes.
Article 20Notice to Company of Disqualifying Disposition.
By electing to participate in the Plan, each participant agrees to notify the Company in writing immediately after the participant transfers Common Stock acquired under the Plan, if such transfer occurs within two years after the first business day of the Payment Period in which such Common Stock was acquired. Each participant further agrees to provide any information about such a transfer as may be requested by the Company or any subsidiary corporation in order to assist it in complying with the tax laws. Such dispositions generally are treated as disqualifying dispositions under Sections 421 and 424 of the Code, which have certain tax consequences to participants and to the Company and its participating subsidiaries.
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Article 21Withholding of Additional Income Taxes.
By electing to participate in the Plan, each participant acknowledges that the Company and its participating subsidiaries are required to withhold taxes with respect to the amounts deducted from the participants compensation and accumulated for the benefit of the participant under the Plan, and each participant agrees that the Company and its participating subsidiaries may deduct additional amounts from the participants compensation, when amounts are added to the participants account, used to purchase Common Stock or refunded, in order to satisfy such withholding obligations. Each participant further acknowledges that when Common Stock is purchased under the Plan the Company and its participating subsidiaries may be required to withhold taxes with respect to all or a portion of the difference between the fair market value of the Common Stock purchased and its purchase price, and each participant agrees that such taxes may be withheld from compensation otherwise payable to such participant. It is intended that tax withholding will be accomplished in such a manner that the full amount of payroll deductions elected by the participant under Article 7 will be used to purchase Common Stock. However, if amounts sufficient to satisfy applicable tax withholding obligations have not been withheld from compensation otherwise payable to any participant, then, notwithstanding any other provision of the Plan, the Company may withhold such taxes from the participants accumulated payroll deductions and apply the net amount to the purchase of Common Stock, unless the participant pays to the Company, prior to the exercise date, an amount sufficient to satisfy such withholding obligations. Each participant further acknowledges that the Company and its participating subsidiaries may be required to withhold taxes in connection with the disposition of stock acquired under the Plan and agrees that the Company or any participating subsidiary may take whatever action it considers appropriate to satisfy such withholding requirements, including deducting from compensation otherwise payable to such participant an amount sufficient to satisfy such withholding requirements or conditioning any disposition of Common Stock by the participant upon the payment to the Company or such subsidiary of an amount sufficient to satisfy such withholding requirements.
Article 22Governmental Regulations.
The Companys obligation to sell and deliver shares of Common Stock under the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares.
Government regulations may impose reporting or other obligations on the Company with respect to the Plan. For example, the Company may be required to identify shares of Common Stock issued under the Plan on its stock ownership records and send tax information statements to employees and former employees who transfer title to such shares.
Article 23Governing Law.
The validity and construction of the Plan shall be governed by the laws of Massachusetts, without giving effect to the principles of conflicts of law thereof.
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Article 24Approval of Board of Directors and Stockholders of the Company.
The Plan was originally adopted by the Board of Directors on March 19, 1996 and subsequently approved by the shareholders. The Plan was most recently approved by shareholders on May 7, 2021.
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Exhibit 10.18
AGREEMENT REGARDING TERMINATION BENEFITS
This Agreement Regarding Termination Benefits (Agreement) is entered into this 31st day of January, 2023 (the Effective Date) by and between Teradyne, Inc., a Massachusetts corporation with a principal office at 600 Riverpark Drive, North Reading, MA 01864 (the Company) and Gregory S. Smith, the Chief Executive Officer and President of the Company (Executive).
WHEREAS, the Company and Executive have agreed on certain termination benefits in the event the Executives employment with the Company terminates under the conditions described herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the Company and the Executive agree as follows:
1. Effective Date and Term: This Agreement shall become effective as of February 1, 2023. Subject to the provisions of Sections 4 and 9 below and unless earlier terminated as permitted herein, this Agreement shall continue in effect for a period of three (3) years from the Effective Date (Term) and thereafter, the Term shall be extended for additional one-year periods unless, not later than sixty (60) days prior to the end of the then current Term, the Company shall have given notice to the Executive not to extend the then current Term.
2. Definitions: For purposes of this Agreement, capitalized terms shall be defined as follows:
Board means the Board of Directors of Teradyne, Inc.
Cause shall mean conduct involving one or more of the following: (i) the substantial and continuing failure of the Executive, after notice thereof, to render services to Company in accordance with the terms or requirements of his employment, as established by the Board from time to time and communicated to the Executive; (ii) the Executives disloyalty, gross negligence, willful misconduct, dishonesty, fraud or breach of fiduciary duty to the Company each in connection with the Executives employment by the Company; (iii) the Executives deliberate disregard of the rules or policies of, or breach of an agreement with, Company which results in direct or indirect material loss, damage or injury to the Company; (iv) the intentional, unauthorized disclosure by the Executive of any trade secret or confidential information of the Company; (v) the commission by the Executive of an act which constitutes unfair competition with the Company; or (vi) the conviction of, or the entry of a plea of guilty or nolo contendere by the Executive, to any crime involving moral turpitude or any felony. In addition, Cause will include, for purposes of this Agreement (y) the Boards good faith determination that it has a reasonable basis for dissatisfaction with the Executives employment for reasons such as lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior or (z) other grounds for discharge that are reasonably related, in the Boards honest judgment, to the needs of the business
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of the Company. In the event that the Company determines that Cause may exist pursuant to clauses (i), (iii) and (v) above or pursuant to the preceding sentence, the Company shall give the Executive written notice of the facts constituting such Cause and the Executive shall have thirty (30) days following receipt of such notice to remedy such Cause.
Change in Control shall be deemed to have occurred upon the occurrence of any of the following events: (i) any consolidation, cash tender offer, reorganization, re-capitalization, merger or plan of share exchange following which the capital stock of the Company immediately prior to such transaction constitutes less than a majority of the combined voting power of the then-outstanding securities of the combined corporation or person immediately after such transaction; (ii) any sale, lease, exchange or other transfer of all or substantially all of the Companys assets; (iii) the adoption by the Board of any plan or proposal for the liquidation or dissolution of the Company; (iv) a change in the majority of the Boardthrough one or more contested elections occurring within a three year period; or (v) any person (as that term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act of 1934, as amended) becomes beneficial owner of 30% or more of the combined voting power of the Companys outstanding voting securities other than (A) as a result of a consolidation, reorganization, recapitalization, merger or plan of share exchange following which the capital stock of the Company outstanding immediately prior to such transaction constitutes at least a majority of the combined voting power of the then-outstanding securities of the combined corporation or person immediately after such transaction, (B) by any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (C) by a person temporarily acquiring beneficial ownership in its capacity as an underwriter (as defined pursuant to Section 2(a)(11) of the Securities Act of 1933, as amended) in connection with a public offering of the Companys securities.
Code shall mean the Internal Revenue Code of 1986, as amended.
Company shall mean Teradyne, Inc. and shall include its successors and assigns, and any corporation or other entity which is the surviving or continuing entity following a merger, consolidation, or sale of all or substantially all of the Companys assets or stock.
Competitor includes, but is not limited to, any business or enterprise that develops, designs, produces, markets, sells, or renders any product or service developed, produced, marketed, sold or rendered by the Company, including actual or demonstrably anticipated research or development.
Date of Termination shall mean the last day of Executives employment with the Company.
Disability shall mean an illness, injury or other incapacitating condition as a result of which the Executive is absent from full time performance of his duties with the Company or is unable to perform his duties and responsibilities for a period of sixty (60) consecutive days during the Term or a period or periods aggregating to more than ninety (90) days in any consecutive six (6) month period but shall not include death.
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Equity Awards shall mean the equity ownership, participation or appreciation opportunities provided by the Company to the Executive pursuant to incentive plans that the Company maintains, including but not limited to its 2006 Equity and Cash Compensation Incentive Plan, the Teradyne, Inc. 1991 Employee Stock Option Plan and the Teradyne, Inc. 1997 Employee Stock Option Plan, and any stock options, restricted stock units, restricted stock, stock appreciation rights, phantom stock and other stock-based awards granted thereunder.
Model Compensation shall mean the Executives annual model compensation as determined by the Compensation Committee of the Board or the Board, which consists of (a) a fixed annual salary and (b) a target annual variable amount.
Non-Solicitation Activities shall include the following:
a) | Recruiting, soliciting, hiring or engaging, as an employee or independent contractor, any employees or former employees (excluding any former employee whose employment with the Company or its subsidiaries has been terminated for a period of six months or longer) of the Company or its subsidiaries; |
b) | Soliciting, enticing, or encouraging employees of the Company or its subsidiaries to leave employment with the Company or its subsidiaries; |
c) | Soliciting (for the purpose of providing a product or service that is competitive with the Company) any customer or prospective customer of the Company or its subsidiaries; |
d) | Soliciting, enticing, advising, encouraging, or inducing (i) customers of the Company or its subsidiaries to discontinue or alter their business relationship with the Company or its subsidiaries or (ii) customers or prospective customers to refrain from entering into a business relationship with the Company or its subsidiaries; provided that the restrictions in sub-sections (c) and (d) shall apply (y) only with respect to those persons or entitities who are or have been a business partner of the Company or its subsidiaries at any time within the twenty-four (24)-month period immediately preceding the activity restricted by such sections or whose business has been solicited on behalf of the Company or any of its subsidiaries by any of their officers, employees or agents within such twenty-four (24)-month period, other than by form letter, blanket mailing or published advertisement, and (z) only if the Executive has performed work for such person or entity during his employment with the Company or has had material business contact with such person or entity as a result of his employment or other associations with the Company or has had access to confidential information which would assist in his solicitation of such person or entity. |
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Non-Competition Activities shall include the following:
a) Entering the employment, rendering any professional services or taking a position as an officer, director, partner, owner, consultant, independent contractor, advisory board or committee member, principal, agent, employee or 10% or more shareholder with or to any individual, partnership, association or corporation which is a Competitor of the Company or its subsidiaries; but this clause (a) shall not preclude the Executive from rendering services to an entity that competes with an entity that has acquired Teradyne, Inc. (an Acquirer) so long as (i) the Executives services do not involve products or services that are competitive to those that were produced, marketed, sold or rendered by Teradyne, Inc. or any of its subsidiaries (including actual or demonstratively anticipated research or development) before the acquisition (Teradyne Product/Services) and (ii) the Executive is not retained as an Officer of the Acquirer following the consummation of the acquisition to render services involving the Acquirers products and services which are not Teradyne Products/Services.
b) Establishing, funding, purchasing or managing a business which is competitive with the business of the Company or its subsidiaries.
3. Employment & Agreement Consideration: In consideration of (a) the Executives at-will employment with the Company and his appointment, and the compensation payments made to the Executive, as Chief Executive Officer and President of the Company and (b) the Companys willingness to enter into an agreement regarding termination benefits, specifically this Agreement, the Executive covenants and agrees that during the Term of this Agreement and (i) for three (3) years after the Executives Date of Termination resulting from the Executives resignation, retirement or a termination by the Company for any reason, the Executive will not directly or indirectly engage in any of the Non-Solicitation Activities, and (ii) for one (1) year after the Executives Date of Termination resulting from the Executives resignation, retirement or a termination by the Company for Cause, the Executive will not directly or indirectly engage in any of the Non-Competition Activities.
4. Termination Benefits and Covenants:
4.1 For the Executive: In consideration of, and as condition to, the performance by the Executive of the covenants, undertakings and other agreements set forth in Section 4.3 below, and for so long as the Executive performs such obligations, the Company shall provide the termination benefits described in subsections (a) and (c)-(d) below (the Termination Benefits) to the Executive if his employment with the Company is terminated by the Company for any reason other than for death, Disability, or Cause (with Cause, for purposes of this Section 4.1, defined to include only those activities described in clauses (i) through (vi) of the definition of Cause set forth above), provided that such termination by the Company does not trigger or entitle the Executive
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to any payments or benefits under the Executive Officer Change in Control Agreement dated February 8, 2016 (the Executive Officer Change in Control Agreement). If the Executives employment with the Company is terminated within twenty-four (24) months following a Change in Control or within three (3) months prior to a Change in Control, then the terms and conditions of the Executive Officer Change in Control Agreement shall govern such employment termination and the Executive shall not be entitled to the payments and benefits described below. Subject to Section 4.1(b)(i) of this Agreement, payment or provision of the Executives Termination Benefits that are subject to Section 409A of the Code shall commence on the 60th day following the Date of Termination provided the Executive has complied with the requirements of Section 4.3 of this Agreement and the release of claims has become irrevocable under applicable law no later than on the 60th day following his Date of Termination. All Termination Benefits shall be forfeited as of the 60th day following the Executives Date of Termination if the Executive has not provided the Company with a valid, irrevocable release of claims as of such 60th day.
(a) Continued Payments: Unless otherwise required under Section 4.1(b) below, the Company shall pay monthly to the Executive an amount equal to 1/12th of his current annual Model Compensation as of the Date of Termination for a period of twenty-four (24) months from the Date of Termination (the Severance Period). Except as otherwise expressly provided herein, under no circumstances shall the Executive receive more than a total of twenty-four (24) months of payments under this Agreement. All such continued payments shall be in accord with the Companys customary pay practices.
(b) Deferred Compensation/Section 409A.
(i) Notwithstanding anything to the contrary in this Agreement, if at the time the Executives employment terminates, the Executive is a specified employee, as defined below, any and all amounts payable under this Agreement on account of such separation from service that would (but for this provision) be payable within six (6) months following such separation from service, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon the Executives death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Code..
(ii) For purposes of this Agreement, all references to termination of employment and correlative phrases shall be construed to require a separation from service (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), if required to avoid adverse tax consequences under Section 409A of the Code, and the term specified employee means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).
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(iii) For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.
(iv) This Agreement is intended to be exempt from, or comply with, the provisions of Section 409A of the Code and the Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A of the Code if and to the extent required to comply with Section 409A of the Code. In any event, the Company makes no representations or warranty and shall have no liability to Executive or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but not to satisfy the conditions of that section.
(c) Benefits: During the Severance Period, the Company shall arrange or provide for continued health, dental and vision insurance plan coverage for the Executive at the same levels of coverage in existence prior to the Date of Termination subject to the Company and Executive each contributing to the applicable insurance premium payments on the same basis and in the same proportions as in existence at the Date of Termination. If the Executive is not eligible for continued health, dental and vision insurance plan coverage for any portion of the Severance Period, the Company shall provide or reimburse the Executive for comparable individual insurance and, if such provision or reimbursement constitutes taxable income to the Executive, such additional amount as is necessary to place the Executive in substantially the same after tax position as he was while an employee of the Company with respect to such insurance plan coverages, which amounts shall be paid on the same schedule as the severance payments under Section 4.1(a) above. All other benefits, including but not limited to flex/vacation time accrual, short and long term disability insurance, life insurance, contributions (including company matches) into savings plan and savings plan plus, profit sharing payments and participation in the employee stock purchase plan shall cease as of the Date of Termination.
To the extent that amounts paid by the Company to provide benefits under this paragraph (c), are deemed to be deferred compensation subject to Section 409A of the Code, then such payments shall be made monthly and to the extent any such benefits are reimbursements of expenses incurred by the Executive then the expenses eligible for reimbursement in one taxable year may not effect the expenses eligible for reimbursement in another taxable year; such reimbursement must be made on or before the last day of the year following the year in which the expenses are incurred; and the right to reimbursement is not subject to liquidation or exchange for another benefit.
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(d) Equity Awards: All unvested, non performance-based Equity Awards held by the Executive as of the Date of Termination shall continue to vest during the Severance Period as if the Executives employment had not been terminated. Unvested performance-based Equity Awards shall continue to vest for thirty-six (36) months as if the Executives employment had not been terminated. Except as modified in this Section 1(d), the terms of the applicable equity plan(s) and Equity Award agreements (including any successor plans and agreements) under which the Equity Awards were granted to the Executive shall continue to govern all of the Executives Equity Awards.
(e) Taxes and Withholdings: All payments made by the Company to the Executive under this Agreement shall be net of any applicable taxes (whether local, state, federal, provincial or otherwise) or other required or voluntary withholdings or deductions.
(f) Notwithstanding anything to the contrary herein, in the event the Executive dies after (i) his employment with the Company has been terminated for any reason other than Death, Disability and Cause (with Cause, for purposes of this Section 4.1, defined to include only those activities described in clauses (i) through (vi) of the definition of Cause set forth above) and (ii) his right to the Termination Benefits stated in Section 4.1 has attached, the Company agrees that the Executives estate, conservator or designated beneficiary(ies), as the case may be, shall be entitled to the remainder of the Executives Termination Benefits described in Section 4.1.
4.2 Notwithstanding the preceding Section 4.1 and in consideration of, and as condition to, the Executive providing to the Company the covenants and agreements set forth in Section 4.3 below, the Company agrees that if the Executives employment with the Company is terminated by the Company for Disability, the Company shall, unless otherwise required under Section 4.1(b) above:
(a) provide the monthly payments described in Section 4.1(a) above, as reduced pursuant to 4.2(b) below, to the Executive for each month during the twenty-four (24)-month period following his termination during which the Executive does not receive or is no longer eligible to receive any Company disability insurance benefits under the applicable insurance policy or program(s), other than as a result of Executives intentional malfeasance or death; and
(b) under this Section 4.2, reduce each monthly payment described in Section 4.1(a) above to the Executive by any compensation received by the Executive from other employment, consulting or other services for hire.
The Executive agrees to use his best efforts to obtain and maintain any benefits from any disability policy or program under which he is an insured party or participant.
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4.3 Executives Covenants: In consideration of, and as a condition to, the Company providing to the Executive the Termination Benefits set forth in Sections 4.1 and 4.2, the Executive covenants and agrees:
(a) to honor his covenants as set forth in Section 3 above;
(b) to sign a valid, binding, irrevocable general release of any claims he has or may have against the Company, including its subsidiaries, in connection with or relating to his employment by and/or termination from employment with the Company in the form attached hereto as Attachment A (with such updates as are determined by the Company to be advisable under law), within twenty-one (21) days of his Date of Termination resulting from a termination by the Company. Notwithstanding the foregoing, the Company agrees and hereby acknowledges that the Release contained in Attachment A is not intended to and does not (i) apply to any claims the Executive may bring to enforce the terms of this Agreement, the Executive Officer Change in Control Agreement, or any outstanding Equity Award agreement and applicable equity plan; (ii) release the Company of any obligation it may have pursuant to a written agreement, the Companys articles or organization or bylaws or as mandated by statute to indemnify the Executive as an officer or director of the Company; and (iii) release the Company of any obligation to provide and/or pay benefits to the Executive or the Executives estate, conservator or designated beneficiary (ies) under and in accordance with the terms of any applicable Company benefit plan and/or program.
(c) to continue to comply with any post-termination obligations he may have to the Company arising from this Agreement or any other agreement the Executive has with the Company, its subsidiaries, affiliates or divisions, including but not limited to the following:
| All outstanding Equity Award agreements |
| Employment Agreement |
| Executive Officer Change in Control Agreement |
(d) to cooperate with and provide all reasonable assistance to the Company, with respect to any civil, criminal or administrative investigations, actions and/or proceedings involving the Company and relating in any way to Executives positions, duties and responsibilities while at the Company or to any matters which the Executive handled, participated in or had knowledge of while employed by the Company.
(e) not to make any false or disparaging or derogatory statements or remarks to any person or entity about the Companys (including its subsidiaries) business affairs, financial condition, or about any Company or subsidiary directors, officers, employees, stockholders and agents. For the avoidance of
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doubt, nothing contained in this Agreement limits, restricts or in any other way affects the Executives communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity.
4.4 Return of Property: Within sixty (60) days of the Executives termination of employment, for any reason, or his resignation or retirement, the Executive shall (a) return to the Company all Company property in his possession or control, including all electronic documents; and (b) submit all documentation for any reimbursements owed to the Executive for business expenses incurred prior to the Date of Termination.
4.5 No Termination Benefits: Except as expressly stated otherwise in Section 4.2, the Executive shall not be eligible for or receive any of the Termination Benefits described in Section 4.1 above upon the occurrence of any one of the following: (a) the Executives resignation of or retirement from employment with the Company, or (b) the termination of Executives employment with the Company resulting from Death or Disability, or (c) the termination of Executives employment by the Company for Cause (with Cause defined to include only those activities described in clauses (i) through (vi) of the definition of Cause set forth above); or (d) the Executives failure to perform or breach of any of the covenants, undertakings or other agreements set forth in Section 4.3; or (e) the Executives entitlement to receive payments or benefits under the Executive Officer Change in Control Agreement.
5. Termination Notice: Any termination of the Executives employment by the Company (other than by reason of Death) shall (a) be in writing; (b) indicate the basis for termination (such as with or without Cause, Disability, etc ) and with respect to a termination for Cause indicate the basis for termination in reasonable detail and (c) be delivered to the Executive in accordance with Section 17 below.
6. Resignation or Retirement Notice: Any resignation or retirement by Executive shall be (a) in writing, (b) explain the resignation or retirement and (c) be delivered to the Company at least ninety (90) days in advance of the resignation or retirement date and otherwise in accordance with Section 17 below.
7. Resignation as a Director: Upon termination of Executives employment by the Company for any reason or the resignation of or retirement from employment by the Executive, the Executive shall provide the Chairman of the Board with his written resignation from the Board and all subsidiary boards of directors and similar governing bodies, and the Board may choose to accept or reject the Executives resignation as a Board member.
8. No Third Party Beneficiaries: Except as otherwise provided in Section 4.1(f) above and in the Executive Officer Change in Control Agreement, nothing in this Agreement shall confer upon any person or entity not a party to this Agreement, or the legal representative, executor, administrator or heir of such person or entity, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.
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9. No Obligation of Employment. Nothing in this Agreement shall be construed as an express or implied contract of employment between the Executive and the Company (or its subsidiaries, affiliate or divisions) or as a commitment on the part of the Company to retain Executive in any capacity for any period of time. Executive understands that the employment relationship between the Executive and the Company will be at will and the Executive understands that the Company may terminate Executive with or without Cause at any time (including prior to a Change in Control) or for any or no reason. Following any Change in Control, the Company may also terminate Executive with or without Cause at any time subject to the terms of this Agreement and the Executives rights and the Companys obligations specified in the Executive Officer Change in Control Agreement.
10. Specific Performance: Executive acknowledges that (a) the services to be rendered under this Agreement and the obligations of the Executive assumed herein are of a special, unique and extraordinary character, (b) it would be difficult or impossible to replace such services and obligations, (c) the Company, its subsidiaries and affiliates will be irreparably harmed, and (d) the award of monetary damages will not adequately protect the Company, its subsidiaries and affiliates in the event of a breach hereof by the Executive. As a result, the Executive agrees and consents that if he violates any of the provisions of this Agreement, including Section 3, the Company shall, without any bond or other security, being required and without the necessity of proving monetary damages, be entitled to temporary and/or permanent injunctive relief to be issued by a court of competent jurisdiction restraining the Executive from committing or continuing any violation of this Agreement or any other appropriate decree of specific performance. Such remedies shall not be exclusive and shall be in addition to any other remedy the Company may have whether at law or in equity.
11. Dispute Resolution: Except for the equitable relief provisions set forth in Section 10, the Executive and the Company agree that any dispute, controversy or claim arising between the parties relating to this Agreement, otherwise relating in any way to Executives employment with and/or termination from the Company, or relating to Executives relationship as a director or in any other capacity for the Company (whether such dispute arises under any federal, state or local statute or regulation, or at common law), shall be resolved by final and binding arbitration before a single arbitrator. The arbitrator shall be selected in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association (AAA) pertaining at the time the dispute arises. The parties agree that such arbitration shall take place at the offices of the AAA in Boston, Massachusetts. In such arbitration proceedings, the arbitrator shall have the discretion, to be exercised in accordance with applicable law, to allocate among the parties the arbitrators fees, tribunal and other administrative and litigation costs and, to the prevailing party, reasonable attorneys fees. The award of the arbitrator may be confirmed before and entered as a judgment of any court having jurisdiction of the parties.
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12. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts and this Agreement shall be deemed to be performable in Massachusetts.
13. Severability. In case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed to the maximum extent permitted by law.
14. Waivers and Modifications. This Agreement may be modified, and the rights, remedies and obligations contained in any provision hereof may be waived, only in accordance with this Section 14. No waiver by either party of any breach by the other or any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement. This Agreement may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.
15. Assignment. Executive may not assign any of his rights or delegate any of his duties or obligations under this Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company.
16. Entire Agreement. This Agreement constitutes the entire understanding of the parties relating to the subject matter hereof and supersedes and cancels all agreements, written or oral, made prior to the date hereof between Executive and the Company relating to the subject matter hereof ; provided, however, that the following agreements, as may be modified herein, shall remain in effect in accordance with their terms.
a) | All Outstanding Equity Award Agreements |
b) | Employment Agreement between the Company and the Executive |
c) | Executive Officer Change in Control Agreement dated February 8, 2016 |
d) | Any written indemnification Agreements signed by the Company |
e) | The Release, Attachment A hereto, once executed between the Company and the Executive. |
17. Acknowledgement. Executive acknowledges that the Company provided this Agreement at least ten (10) business days before its Effective Date, Executive was and hereby is advised of his right to consult an attorney before signing this Agreement, and Executive has carefully read this Agreement and understands and agrees to all of the provisions in this Agreement.
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18. Notices. All notices hereunder shall be in writing and shall be delivered (a) in person, (b) mailed by U.S. certified or registered mail, return receipt requested, postage prepaid, (c) sent via facsimile with a confirmed facsimile transmission receipt, or (d) sent via overnight delivery with a confirmed receipt of delivery; in each instance addressed, if to the Executive or the Company, as the case may be at the address noted below or to such other address as either party may furnish to the other in writing in accordance herewith, except that notice of a change of address shall be effective only upon actual receipt.
To the Company:
Teradyne, Inc.
600 Riverpark Drive
North Reading, MA 01864
Attention: General Counsel
To the Executive:
Executives address in his employment file on record
with the Human Resources Department
19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
20. Section Headings. The descriptive section headings herein have been inserted for convenience only and shall not be deemed to define, limit, or otherwise affect the construction of any provision hereof.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument by the Company, by a duly authorized director, and by the Executive.
TERADYNE, INC. | EXECUTIVE | |||
/s/ Timothy E. Guertin |
/s/ Gregory S. Smith | |||
Name: Timothy E. Guertin | Gregory S. Smith | |||
Title: Chair, Compensation Committee | President & Chief Executive Officer |
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ATTACHMENT A
Release
In consideration of the payment and receipt of the Termination Benefits described in the Agreement Regarding Termination Benefits dated , 20 between me and Teradyne, Inc. of 600 Riverpark Drive, North Reading, MA 01864 (the Company), all of which I acknowledge I would not otherwise be entitled to receive and except as otherwise expressly excluded under Section 4.3(b) of said Agreement, I hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its successors and assigns and their respective officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, agents and employees (each in their individual and corporate capacities) (hereinafter, the Released Parties) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys fees and costs), of every kind and nature which I ever had or now have against the Released Parties arising out of my employment with and/or termination or separation from the Company or relating to my relationship as a Director, Officer or in any other capacity for the Company, including, but not limited to, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C., §12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., and the Massachusetts Fair Employment Practices Act., M.G.L. c.151B, §1 et seq., all as amended; all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. §1001 et seq., the Massachusetts Civil Rights Act, M.G.L. c.12 §§11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c.93, §102 and M.G.L. c.214, §1C, the Massachusetts Labor and Industries Act, M.G.L. c.149, §1 et seq., the Massachusetts Privacy Act, M.G.L. c. 214, §1B, the Massachusetts Wage Act, M. G.L. c. 149, § 148, and the Massachusetts Maternity Leave Act , M.G.L. c. 149, §105(d), all as amended; all common law claims including, but not limited to, actions in tort, defamation and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including but not limited to claims to stock or stock options; and any claim or damage arising out of my employment with, termination or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that notwithstanding the foregoing, the Company agrees and hereby acknowledges that this Release Agreement is not intended to and does not (i) apply to any claims I may bring to enforce the terms of this Agreement, the Executive Officer Change in Control Agreement, or any outstanding Equity Award agreement and equity plan; (ii) release the Company of any obligation it may have pursuant to a written agreement, the Companys articles of organization or bylaws, or as mandated by statute to indemnify me as an officer or director of the Company; and (iii) release the Company of any obligation to provide and/or pay benefits to me or my estate, conservator or designated beneficiary(ies) under and in accordance with the terms of any applicable Company benefit plan and/or program; provided further, that nothing in this Release Agreement prevents me from filing, cooperating with, or participating in any proceeding before the EEOC or a state Fair Employment Practices Agency (except that I waive my right to recover monetary damages or other individual relief in any charge, investigation or proceeding or any related complaint or lawsuit filed by me or by anyone on my behalf).
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Waiver of Rights and Claims Under the Age Discrimination in Employment Act of 1967:
Since I am 40 years of age or older, I have been informed that I have or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (ADEA) and I agree that:
(a) in consideration for the severance payments and benefits described in Section 4.1 of the Agreement Regarding Termination Benefits, which I am not otherwise entitled to receive, I specifically and voluntarily waive such rights and/or claims under the ADEA I might have against the Released Parties to the extent such rights and/or claims arose prior to the date this Release Agreement was executed;
(b) I understand that rights or claims under the ADEA which may arise after the date this Release Agreement is executed are not waived by me;
(c) I was advised that I have at least 21 days within which to consider the terms of this Release Agreement and to consult with or seek advice from an attorney of my choice or any other person of my choosing prior to executing this Release Agreement;
(d) I have carefully read and fully understand all of the provisions of this Release Agreement, and I knowingly and voluntarily agree to all of the terms set forth in this Release Agreement; and
(e) in entering into this Release Agreement I am not relying on any representation, promise or inducement made by the Company or its attorneys with the exception of those promises described in this document.
Period for Review and Consideration of Agreement:
I acknowledge that I was informed and understand that I have twenty-one (21) days to review this Release Agreement and consider its terms before signing it.
The 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this Agreement.
Accord and Satisfaction: The amounts set forth in the Agreement Regarding Termination Benefits shall be complete and unconditional payment, settlement, accord and/or satisfaction with respect to all obligations and liabilities of the Released Parties to me, including, without limitation, all claims for back wages, salary, vacation pay, draws, incentive pay, bonuses, cash awards, Equity Awards, commissions, severance pay, reimbursement of expenses, any and all other forms of compensation or benefits, attorneys fees, or other costs or sums.
Revocation Period:
I may revoke this Release Agreement at any time during the seven-day period immediately following my execution hereof. As a result, this Release Agreement shall not become effective or enforceable and the Company shall have no obligation to make any payments or provide any benefits described herein until the seven-day revocation period has expired.
|
| |||
Gregory S. Smith | Date | |||
|
| |||
Witness | Date |
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IF YOU DO NOT WISH TO USE THE 21-DAY PERIOD,
PLEASE CAREFULLY REVIEW AND SIGN THIS DOCUMENT
I, Gregory S. Smith, acknowledge that I was informed and understand that I have 21 days within which to consider the attached Release Agreement, have been advised of my right to consult with an attorney regarding such Agreement and have considered carefully every provision of the Agreement, and that after having engaged in those actions, I prefer to and have requested that I enter into the Agreement prior to the expiration of the 21 day period.
Dated: |
| |||||
Gregory S. Smith | ||||||
Dated: |
| |||||
Witness |
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Exhibit 10.21
EXECUTIVE OFFICER AGREEMENT
This EXECUTIVE OFFICER AGREEMENT is entered into this 31st day of January, 2023, by and between Teradyne, Inc., a Massachusetts corporation (Teradyne or the Company), and Mark E. Jagiela, the Chief Executive Officer of Teradyne (the Executive).
WHEREAS, the Executive and Teradyne are parties to an Agreement Regarding Termination Benefits dated January 22, 2014 (Severance Agreement) under which the executive is entitled to severance compensation, continued benefits and continued vesting of equity for 24 months from the date of termination under certain circumstances as set forth in the Severance Agreement;
WHEREAS, the Executive and the Companys Board of Directors have worked together on an orderly succession and transition plan;
WHEREAS, the Executive and the Companys Board of Directors have agreed that the Executive will retire as Chief Executive Officer and resign as an employee effective February 1, 2023 (the Retirement Date);
WHEREAS, Teradyne recognizes the contributions the Executive has made to the success of the Company and wishes to ensure the Executive does not engage in any business competitive with the Company following his retirement for the period from the Retirement Date through the date that is three (3) years from the Retirement Date (the Non-Competition Period).
WHEREAS, Teradyne and the Executive desire to set forth certain terms and conditions relating to the Executives retirement from Teradyne.
WHEREAS, Teradyne and the Executive agree that the terms of this agreement shall supersede the terms of the Severance Agreement between the parties.
NOW THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:
1. Consideration.
In consideration for the Executives signing of the Release attached as Attachment A, including the release of his rights under the Severance Agreement, as well as the promises and covenants including the Non-Competition and Non-Solicitation provision set forth herein, the Company agrees to the following treatment of the portions of the Executives outstanding equity grants which remain unvested as of the Retirement Date; provided that such treatment shall be subject to compliance by the Executive with Sections 3 and 4 hereof:
a) | Any unvested, time-based restricted stock units granted before the Retirement Date shall continue to vest during the Non-Competition Period; |
b) | Any unvested, performance-based restricted stock units as of the Retirement Date shall continue to vest during the Non-Competition Period; |
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c) | Any unvested stock options granted before the Retirement Date shall continue to vest during the Non-Competition Period; and |
d) | Any vested stock options as of the Retirement Date or stock options that become vested during the Non-Competition Period may be exercised for the remainder of the generally applicable term of such option, which in all cases is no later than seven (7) years from the respective dates of grant. |
Schedule A attached hereto and incorporated herein is a complete list of the Executives outstanding equity grants from the Company. The parties agree that, except as otherwise provided herein, the terms of the Executives existing equity award agreements shall continue in effect and that any portion of the Executives outstanding equity grants which are not vested by reason of the application of this Section 1 shall be forfeited as of the last day of the Non-Competition Period or on such earlier date pursuant to Sections 3 or 4. Notwithstanding the foregoing, upon the vesting of any restricted stock units during the Non-Competition Period, the Company shall issue to the Executive shares of its common stock in settlement of such vested stock units within thirty (30) days of each vesting date.
Executive acknowledges that he will not be entitled to the consideration described in this Section 1 absent his execution and non-revocation of this Agreement and the Release, in the form attached as Attachment A. The Executive acknowledges and agrees that his termination of employment with the Company shall not be considered a retirement for purposes of his unvested equity grants which are outstanding as of the Retirement Date and that the settlement or exercise of rights under such grants shall not be accelerated by reason of his termination of employment.
2. Other Payments and Benefits
Executive shall be eligible to receive any variable compensation and profit-sharing payments for the prior 2022 period at the time such payments are paid out to other employees in the normal course as if Executive continued to be employed as of the payment date(s). Executive shall not be eligible for any variable compensation or profit-sharing payments for the current 2023 period. The consideration described in this Agreement is in addition to other retirement and/or pension benefits to which the Executive may be entitled associated with the Executives retirement under the Companys benefit plans in accordance with plan terms. The parties acknowledge that Executive shall not be entitled to any severance or separation payment, or benefit associated with his retirement, including under the Severance Agreement, other than all accrued wages and unused vacation time as of the Retirement Date.
3. Conditions to Consideration.
The consideration and entitlements set forth above in Section 1 shall be conditioned on Executives signing, and not revoking, the Release within twenty-one (21) days following the Retirement Date, and such Release becoming effective in accordance with its terms. All rights, benefits, payments and other entitlements contemplated to be provided or paid to Executive under this Agreement shall be forfeited as of the 60th day following Executives Retirement Date if the Executive has not provided Teradyne with a valid, irrevocable release of claims as of such 60th day.
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4. Non-Competition and Non-Solicitation.
During the Non-Competition Period, Executive shall not directly or indirectly:
a) | Engage in any business or enterprise (whether as an owner, partner, officer, employee, executive, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company) that is competitive with Teradyne (including but not limited to, any business or enterprise that develops, designs, produces, markets, sells or renders any product or service competitive with any product or service developed, produced, marketed, sold or rendered by Teradyne while Executive was employed by Teradyne); |
b) | Either alone or in association with others, recruit, solicit, hire or engage as an independent contractor, any person who was employed by Teradyne at any time during the period of Executives employment with Teradyne, except for an individual whose employment with Teradyne has been terminated for a period of six months or longer; or |
c) | Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any client or customer or entity that was a prospective client or customer of Teradyne during the Executives employment. |
If any restriction set forth in this Section 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the parties agree that it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
The Executive acknowledges that the restrictions contained in this Section 4 are necessary for the protection of the business and goodwill of Teradyne and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 4 will cause Teradyne irreparable harm and therefore, in the event of any such breach, in addition to such other remedies that may be available, Teradyne shall have the right to seek equitable and/or injunctive relief. The Executive acknowledges and understands that he may rescind his acceptance of the terms of this Agreement, including his agreement to be bound by the restrictions in this Section 4, for a period of seven (7) business days after his acceptance.
The geographic scope of this Section 4 shall extend to anywhere Teradyne or any of its subsidiaries is doing business, has done business or has plans to do business as of the Retirement Date.
The Executive agrees that during the Non-Competition Period, he will make reasonable, good faith efforts to give written notice to Teradyne of each new business activity he plans to undertake, at least (5) business days prior to beginning any such activity.
If the Executive violates the provisions of this Section 4, Teradyne shall be entitled to discontinue any continued vesting per Section 1 above and Executive shall continue to be bound by the restrictions set forth in this Section 4 for an additional period of time equal to the duration of the violation, such additional period not to exceed 24 months.
5. Deferred Compensation/Section 409A.
Notwithstanding anything to the contrary in this Agreement, if on the Retirement Date the Executive is a specified employee, as defined below, any and all amounts payable under this Agreement
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on account of such separation from service that would (but for this provision) be payable within six (6) months following such separation from service, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon the Executives death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company); (B) benefits which qualify as excepted welfare benefits pursuant to Treasury regulation Section 1.409A-1(a)(5); or (C) other amounts or benefits that are not subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Code).
For purposes of this Agreement, all references to termination of employment and correlative phrases shall be construed to require a separation from service (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein), if required to avoid adverse tax consequences under Section 409A of the Code, and the term specified employee means an individual determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i). For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.
This Agreement, including the continued vesting and settlement of the Executives equity awards hereunder, is intended to comply with, or be exempt from, the provisions of Section 409A and regulations there under and the Agreement shall, to the extent practicable, be construed and administered in accordance therewith. Terms defined in the Agreement shall have the meanings given such terms under Section 409A of the Code if and to the extent required to comply with Section 409A of the Code. In any event, Teradyne makes no representations or warranty and shall have no liability to the Executive or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but not to satisfy the conditions of that section.
6. Governing Law and Dispute Resolution.
This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts and this Agreement shall be deemed to be performable in Massachusetts. The Executive and the Company agree that any dispute, controversy or claim arising between the parties relating to this Agreement shall be resolved by final and binding arbitration before a single arbitrator, except that the parties may seek equitable relief in court to preserve the status quo pending final resolution in arbitration. The arbitrator shall be selected in accordance with the Employment Dispute Resolution rules of the American Arbitration Association (AAA) pertaining at the time the dispute arises. The parties agree that such arbitration shall take place at the offices of the AAA in Boston, Massachusetts. In such arbitration proceedings, the arbitrator shall have the discretion, to be exercised in accordance with applicable law, to award any damages permitted by law, and to allocate among the parties the arbitrators fees, tribunal and other administrative and litigation costs and, to the prevailing party, reasonable attorneys fees. The award of the arbitrator may be confirmed before and entered as a judgment of any court having jurisdiction of the parties.
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7. Severability.
In case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed to be enforceable to the maximum extent permitted by law.
8. Waivers and Modifications.
This Agreement may be modified, and the rights, remedies and obligations contained in any provision hereof may be waived, only in accordance with this Section 8. No waiver by either party of any breach by the other or any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of any other provision of this Agreement. This Agreement may not be waived, changed, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.
9. Assignment.
This Agreement, and the Executives and Teradynes rights and obligations hereunder, may not be assigned by the Executive or Teradyne; any purported assignment by the Executive or Teradyne in violation hereof shall be null and void.
10. Entire Agreement.
This Agreement, including Schedule A and Attachment A, constitutes the entire understanding of the parties relating to the subject matter hereof and supersedes all agreements, written or oral, made prior to the date hereof between the Executive and the Company relating to the subject matter hereof, including the Severance Agreement. Notwithstanding the foregoing, this Agreement does not supersede: (a) the attached Release once executed; and (b) the equity award agreements, as modified hereby, between the Company and the Executive.
11. Notices.
All notices hereunder shall be in writing and shall be delivered in person or mailed by certified or registered mail, return receipt requested, addressed as follows:
If to Teradyne, to: | Teradyne, Inc. | |
600 Riverpark Drive | ||
North Reading, MA 01864 | ||
Attention: General Counsel |
If to the Executive, at the Executives address in his employment file on record with the Human Resources Department.
12. Cooperation.
The Executive agrees to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company. The Executives full cooperation in connection with such claims or actions shall include, but
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not be limited to, being available to meet with Company counsel to prepare for trial or discovery or an administrative hearing or alternative dispute resolution and to act as a witness when requested by the Company at reasonable times designated by the Company.
13. Return of Property.
No later than the Retirement Date, the Executive shall return to the Company all Company property in his possession or control, including all electronic documents.
14. Non-Disparagement.
The Executive understands and agrees that in consideration for the covenants, terms and conditions herein, he shall not make any false, disparaging or derogatory statements to any third person or entity, including any media outlet, in public or private regarding the Companys directors, officers, executives, agents, or representatives or the Companys business affairs and financial condition; provided the foregoing shall in no way affect the Executives obligation to testify truthfully in any legal proceeding. The Company understands and agrees that in consideration for the covenants, terms and conditions herein, it shall direct its directors and executive officers to not make any false, disparaging or derogatory statements to any third party or entity, including any media outlet, in public or private, regarding the Executive.
15. Confidential Information
The Executive acknowledges that the information, observations and data (including trade secrets) obtained by him while employed by the Company concerning the Company or any affiliate are the property of the Company. The Executive agrees that he will not use, publish or disclose, at any time after the Retirement Date or in connection with his Board service, any secret or confidential information or data concerning any discovery, invention, opportunity, product, design, formula, algorithm or process, or any secret or confidential production, sales or other business information, relating to the Company or any client, subsidiary or affiliate of the Company which he may have acquired during any period of employment with the Company or any affiliate. The term confidential information shall not include information that is in the public domain at the time of the disclosure. The Executive further agrees to turn over at or prior to the Retirement Date all tangible forms of such information in his possession or under his control, including drawings, specifications, models, customer lists and other documents and records as well as all copies and reproductions thereof. Prior to or concurrent with his resignation, the Executive shall reduce to writing and deliver to the Company such information as the Company may reasonably request to the extent that such information pertains to the business and operations of the Company and its subsidiaries and affiliates, and any product or service offered by the Company or its affiliates. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects the Executives communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets by unauthorized means.
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16. Change in Control.
In the event of a Change in Control (as defined below) during the Non-Competition Period, all of Executives outstanding equity grants which remain unvested as of the date of the Change in Control shall automatically become fully vested and exercisable, as applicable, as of the day immediately prior to the effective date of the Change in Control and all stock options shall remain exercisable for the remainder of the generally applicable term of such option which in all cases is no later than seven (7) years from the respective dates of grant. All awards of performance-based restricted stock units shall vest at the target level of such awards. If payment or settlement of an equity grant upon a Change in Control would result in adverse tax consequences under Section 409A of the Code, the payment or settlement shall occur on the regularly scheduled payment or settlement date associated with such award; it being understood that the Executives rights to such awards shall become non-forfeitable as of such Change in Control regardless of whether payment or settlement can be made in connection with such event.1
A Change in Control shall be deemed to have occurred upon the occurrence of any of the following events: (i) any consolidation, cash tender offer, reorganization, recapitalization, merger or plan of share exchange following which the holders of capital stock of Teradyne outstanding immediately prior to such transaction hold less than a majority of the combined voting power of the then-outstanding securities of the combined corporation or ultimate parent thereof immediately after such transaction; (ii) any sale, lease, exchange or other transfer of all or substantially all of Teradynes assets; (iii) the date a majority of the Board of Directors of Teradyne is replaced during any 12-month period by directors whose appointment is not endorsed by a majority of the Board of Directors of Teradyne before the date of appointment or election; or (iv) any person (as that term is used in Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes beneficial owner of 30% or more of the combined voting power of Teradynes outstanding voting securities, other than (A) as a result of a consolidation, reorganization, recapitalization, merger or plan of share exchange following which the holders of capital stock of Teradyne outstanding immediately prior to such transaction hold at least a majority of combined voting power of the then-outstanding securities of the combined corporation or ultimate parent thereof immediately after such transaction, (B) by any trustee or other fiduciary holding securities under an employee benefit plan of Teradyne, or (C) by a person temporarily acquiring beneficial ownership in its capacity as an underwriter (as defined pursuant to Section 2(a)(11) of the Securities Act of 1933, as amended) in connection with a public offering of Teradyne securities. To the extent required to comply with Section 409A of the Code, a Change in Control shall not be deemed to have occurred for purposes of any acceleration of payment or settlement of any amount or benefit that is subject to Section 409A of the Code unless it also meets the definition of a change in control event under the Treasury regulations under Section 409A of the Code.
17. Executives Death.
In the event of Executives death during the Non-Competition Period, all of Executives outstanding equity grants which remain unvested as of the date of his death shall automatically become fully vested and exercisable, as applicable, and all stock options shall remain exercisable for the remainder of the generally applicable term of such option which in all cases is no later than seven (7) years from the respective dates of grant.
7
18. Release of the Companys Claims
In consideration for, among other terms, the Executives signing of the Release attached as Attachment A, the Company voluntarily releases and forever discharges the Executive generally from all claims that, as of the date when the Company signs this Agreement, the Company has, ever had, now claims to have or ever claimed to have had against the Executive, including, without limitation, all claims relating to the Executives employment by and retirement from the Company; provided that the Company does not release the Executive from: (a) any criminal offenses; (b) any claim for breach of fiduciary duty; (c) any claim related to violation of securities laws; and (d) any civil claim that is based on conduct that also satisfies the elements of a criminal offense, such as a civil claim for fraud (the Excepted Claims). The Company has no knowledge or reason to believe that the Company has any Excepted Claims against the Executive.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. This Agreement will become effective upon the expiration of the seventh business day following the date of Executives execution, provided the Executive does not first rescind his acceptance.
TERADYNE, INC. | MARK E. JAGIELA | |||||
By: | /s/ Charles J. Gray |
/s/ Mark E. Jagiela | ||||
Name: | Charles J. Gray | Date: January 31, 2023 | ||||
Title: | VP, General Counsel and Secretary | |||||
Date: | January 31, 2023 |
8
SCHEDULE A
(Outstanding Equity Grants as of Retirement Date)
Product Type Name |
Plan Name |
Plan ID | Product ID | Grant Date | Grant Price | Participant Name |
QTY - Granted | QTY - Vested | QTY - Unvested |
QTY - Exercised / Distributed |
QTY - Outstanding | |||||||||||||||||||||||
Restricted Units |
TERADYNE PERFORMANCE RSU | TERPR | 2006PBIT21 | 1/29/2021 | 0 | JAGIELA, MARK E E. | 17977 | 0 | 17977 | 0 | 17977 | |||||||||||||||||||||||
Restricted Units |
TERADYNE PERFORMANCE RSU | TERPR | 2006PBIT22 | 1/28/2022 | 0 | JAGlELA, MARK E E. | 21674 | 0 | 21674 | 0 | 21674 | |||||||||||||||||||||||
Restricted Units |
TERADYNE PERFORMANCE RSU | TERPR | 2006TSR21 | 1/29/2021 | 0 | JAGIELA, MARK E E. | 17976 | 0 | 17976 | 0 | 17976 | |||||||||||||||||||||||
Restricted Units |
TERADYNE PERFORMANCE RSU | TERPR | 2006TSR22 | 1/28/2022 | 0 | JAGlELA, MARK E E. | 21673 | 0 | 21673 | 0 | 21673 | |||||||||||||||||||||||
Restricted Units |
TERADYNE RESTRICTED STOCK | TERRU | 2006USRU20 | 1/24/2020 | 0 | JAGlELA, MARK E E. | 27046 | 0 | 6762 | 20284 | 6762 | |||||||||||||||||||||||
Restricted Units |
TERADYNE RESTRICTED STOCK | TERRU | 2006USRU21 | 1/29/2021 | 0 | JAGlELA, MARK E E. | 17977 | 0 | 8989 | 8988 | 8989 | |||||||||||||||||||||||
Restricted Units |
TERADYNE RESTRICTED STOCK | TERRU | 2006USRU22 | 1/28/2022 | 0 | JAGlELA, MARK E E. | 21674 | 0 | 16256 | 5418 | 16256 | |||||||||||||||||||||||
Stock Options |
TERADYNE STOCK OPTION PLN | TEROP | 2006EES018 | 1/26/2018 | 47.7 | JAGIELA, MARK E E. | 34577 | 8645 | 0 | 25932 | 8645 | |||||||||||||||||||||||
Stock Options |
TERADYNE STOCK OPTION PLN | TEROP | 2006EES018 | 1/25/2019 | 36.75 | JAGIELA, MARK E E. | 48733 | 24367 | 0 | 24366 | 24367 | |||||||||||||||||||||||
Stock Options |
TERADYNE STOCK OPTION PLN | TEROP | 2006EES020 | 1/24/2020 | 72.1 | JAGlELA, MARK E E. | 31447 | 15724 | 7862 | 7861 | 23586 | |||||||||||||||||||||||
Stock Options |
TERADYNE STOCK OPTION PLN | TEROP | 2006EES021 | 1/29/2021 | 113.48 | JAGlELA, MARK E E. | 18580 | 9290 | 9290 | 0 | 18580 | |||||||||||||||||||||||
Stock Options |
TERADYNE STOCK OPTION PLN | TEROP | 2006EES022 | 1/28/2022 | 112.12 | JAGlELA, MARK E E. | 20764 | 5191 | 15573 | 0 | 20764 |
9
ATTACHMENT A
Release
In consideration of the payments and benefits described in the Executive Officer Agreement dated January 31, 2023 between me and Teradyne, Inc. (the Company), all of which I acknowledge I would not otherwise be entitled to receive, I hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its successors and assigns and their respective employees, officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies and agents (each in their individual and corporate capacities) (collectively, all of the foregoing, the Released Parties) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys fees and costs), of every kind and nature which I ever had or now have against the Released Parties arising out of my employment with and/or termination or separation from the Company or relating to my relationship as an officer or in any other capacity for the Company, including, but not limited to, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans With Disabilities Act of 1990, 42 U.S.C., §12101 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., and the Massachusetts Fair Employment Practices Act., M.G.L. c.151B, §1 et seq., all as amended; all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974 (ERISA), 29 U.S.C. §1001 et seq., the Massachusetts Civil Rights Act, M.G.L. c.12 §§11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c.93, §102 and M.G.L. c.214, §1C, the Massachusetts Labor and Industries Act, M.G.L. c.149, §1 et seq., the Massachusetts Privacy Act, M.G.L. c. 214, §1B, the Massachusetts Wage Act, M. G.L. c. 149, § 148, and the Massachusetts Maternity Leave Act, M.G.L. c. 149, §105(d), all as amended; all common law claims including, but not limited to, actions in tort (including fraud, misrepresentation and wrongful discharge), defamation and breach of contract; all claims to any non-vested ownership interest in the Company, contractual or otherwise, including but not limited to claims to stock or stock options; and any claim or damage arising out of my employment with, termination or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that notwithstanding the foregoing, the Company agrees and hereby acknowledges that this Release is not intended to and does not (i) apply to any claims I may bring to enforce the terms of the Executive Officer Agreement, (ii) release the Company of any obligation it may have pursuant to a written agreement, the Companys articles of organization or bylaws, or as mandated by statute to indemnify me as an officer of the Company; and (iii) release the Company of any obligation to provide and/or pay benefits to me or my estate, conservator or designated beneficiary(ies) under and in accordance with the terms of any applicable Company benefit plan and/or program; provided further, that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the EEOC or a state Fair Employment Practices Agency (except that I waive my right to recover monetary damages or other individual relief in any charge, investigation or proceeding or any related complaint or lawsuit filed by me or by anyone on my behalf).
Waiver of Rights and Claims Under the Age Discrimination in Employment Act of 1967: Because I am 40 years of age or older, I have been informed that I have or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (ADEA) and I agree that:
in consideration for the payments and benefits described in the Executive Officer Agreement, which I am not otherwise entitled to receive, I specifically and voluntarily waive such rights and/or claims under the ADEA I might have against the Released Parties to the extent such rights and/or claims arose prior to the date this Release was executed;
I understand that rights or claims under the ADEA which may arise after the date this Release is executed are not waived by me;
10
I was advised that I have at least 21 days within which to consider the terms of this Release and to consult with or seek advice from an attorney of my choice or any other person of my choosing prior to executing this Release;
I have carefully read and fully understand all of the provisions of this Release, and I knowingly and voluntarily agree to all of the terms set forth in this Release; and
In entering into this Release, I am not relying on any representation, promise or inducement made by the Company or its attorneys with the exception of those promises described in this document.
Period for Review and Consideration:
I acknowledge that I was informed and understand that I have twenty-one (21) days to review this Release and consider its terms before signing it.
The 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this Release.
Accord and Satisfaction
The amounts set forth in the Executive Officer Agreement shall be complete and unconditional payment, settlement, accord and/or satisfaction with respect to all obligations and liabilities of the Released Parties to me, including, without limitation, all claims for back wages, salary, vacation pay, draws, incentive pay, bonuses, cash awards, equity awards, commissions, severance pay, reimbursement of expenses, any and all other forms of compensation or benefits, attorneys fees, or other costs or sums.
Revocation Period
I may revoke this Release at any time during the seven-day period immediately following my execution hereof. As a result, this Release shall not become effective or enforceable and the Company shall have no obligation to make any payments or provide any benefits described herein until the seven-day revocation period has expired. In order to revoke the Release, you must submit a written notice of revocation to Charles Gray, General Counsel located at 600 Riverpark Drive, North Reading, MA 01864. This written notice may be sent by mail, email or hand-delivery, but must be received by Mr. Gray no later than the close of business on the seventh day.
Name: /s/ Mark E. Jagiela | Date: January 31, 2023 |
11
IF YOU DO NOT WISH TO USE THE 21-DAY PERIOD,
PLEASE CAREFULLY REVIEW AND SIGN THIS DOCUMENT
I, Mark Jagiela, acknowledge that I was informed and understand that I have 21 days within which to consider the attached Release, have been advised of my right to consult with an attorney regarding such Release and have considered carefully every provision of the Release, and that after having engaged in those actions, I prefer to and have requested that I enter into the Release prior to the expiration of the 21 day period.
Dated: January 31, 2023 | ||
Name: /s/ Mark E. Jagiela |
12
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 Israel Limited | Israel | 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 | % | |||||
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 | %* | |||||
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 (India) Pte. Ltd. | India | 100 | %* | |||||
Universal Robots (Shanghai) Co. Ltd. | Peoples Republic of China | 100 | %* | |||||
Universal Robots (USA), Inc. | Delaware | 100 | %* | |||||
Universal Robots (Germany) 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. 333-256136; 333-188824; 333-159723; 333-143231; 333-134519; 333-116632; 333-101983; 333-68074; 333-56373; and 333-07177) of Teradyne, Inc. of our report dated February 22, 2023 relating to the financial statements, 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, 2023
EXHIBIT 31.1
CERTIFICATIONS
I, Gregory Smith, 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 control 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, 2023
By: | /s/ GREGORY SMITH | |
Gregory Smith | ||
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 control 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, 2023
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, 2022 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gregory Smith, 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/ GREGORY SMITH |
Gregory Smith |
Chief Executive Officer |
February 22, 2023
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, 2022 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, 2023