☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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MASSACHUSETTS
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04-2272148
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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600 RIVERPARK DRIVE
NORTH READING, MASSACHUSETTS
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01864
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.125 per share
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TER
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Nasdaq Stock Market LLC
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Page No.
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Item 1.
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1
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Item 1A.
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13
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Item 1B.
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25
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Item 2.
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25
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Item 3.
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25
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Item 4.
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25
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Item 5.
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26
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Item 6.
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26
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Item 7.
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26
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Item 7A.
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44
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Item 8.
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46
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Item 9.
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108
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Item 9A.
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108
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Item 9B.
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109
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Item 10.
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110
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Item 11.
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110
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Item 12.
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110
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Item 13.
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110
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Item 14.
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110
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Item 15.
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111
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Item 16.
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112
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118
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Item 1:
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Business
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•
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semiconductor test (“Semiconductor Test”) systems;
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•
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storage and system level test (“Storage Test”) systems, defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”);
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•
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wireless test (“Wireless Test”) systems; and
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•
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industrial automation (“Industrial Automation”) products.
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•
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improve and control product quality;
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•
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measure and improve product performance;
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•
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reduce time to market; and
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•
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increase production yields.
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•
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A high efficiency multi-site architecture that reduces tester overhead such as instrument setup, synchronization and data movement, and signal processing;
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•
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The
IG-XL
™
software operating system which provides fast program development, including instant conversion from single to multi-site test; and
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•
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Broad technology coverage by instruments designed to cover the range of test parameters, coupled with a universal slot test head design that allows easy test system reconfiguration to address changing test needs.
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•
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easy programming using a graphical interface which allows users to program the collaborative robot in a few hours;
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•
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flexibility and ease of use in allowing customers to change the task the collaborative robot is performing as their production demands dictate;
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•
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safe operations as collaborative robots can assist workers in side by side production environments requiring no special safety enclosures or shielding to protect workers; and
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•
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short payback period, on average less than 12 months.
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•
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easy programming using a graphical interface which allows users to program the collaborative robot in a few hours;
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•
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ease of use, speed of deployment and flexibility in allowing customers to change the task as their demands dictate;
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•
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reliable autonomous navigation over large manufacturing and warehouse areas; and
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•
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short payback period, on average 12–18 months.
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2020
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2019
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(in millions)
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|||||
Semiconductor Test
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$
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567.4
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$
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543.2
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System Test
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290.6
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206.0
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Wireless Test
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41.6
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42.9
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Industrial Automation
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30.0
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17.9
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$
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929.6
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$
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810.0
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•
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patents;
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•
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copyrights;
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•
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trademarks;
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•
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trade secrets;
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•
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standards of business conduct and related business practices; and
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•
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technology license agreements, software license agreements,
non-disclosure
agreements, employment agreements, and other agreements.
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Executive Officer
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Age
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Position
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Business Experience for The Past 5 Years
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Mark E. Jagiela
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60
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Chief Executive Officer and President
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Chief Executive Officer since February 2014; President of Teradyne since January 2013; President of Semiconductor Test from 2003 to February 2016; Vice President of Teradyne from 2001 to 2013.
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Sanjay Mehta
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52
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Vice President, Chief Financial Officer and Treasurer
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Vice President, Chief Financial Officer and Treasurer of Teradyne since April 2019; Senior Vice President and General Manager of Compute and XR Products at Qualcomm Technologies, Inc. (“Qualcomm”) from June 2018 to March 2019; President of Qualcomm’s semiconductor segment (“QCT”) China from March 2016 to June 2018; Senior Vice President Business Operations of QCT at Qualcomm from November 2015 to March 2016; Chief Financial Officer and Senior Vice President, Sales Operations, of QCT at Qualcomm from October 2010 to November 2015.
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Charles J. Gray
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59
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Vice President, General Counsel and Secretary
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Vice President, General Counsel and Secretary of Teradyne since April 2009.
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Bradford B. Robbins
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62
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President of Wireless Test
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President of Wireless Test since August 2014; Chief Operating Officer of LitePoint Corporation from 2012 to 2014; Vice President of Teradyne since 2001.
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Gregory S. Smith
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57
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President of Industrial Automation
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President of Industrial Automation since October 2020; President of Semiconductor Test from February 2016 to September 2020; Vice President, SOC Business Group and Marketing Manager for Semiconductor Test Group from January 2014 to February 2016; Business Unit Manager, Complex SOC Business Unit from 2009 to January 2014.
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Richard J Burns
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58
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President of Semiconductor Test
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President of Semiconductor Test since October 2020; Vice President, Semiconductor Test Engineering from February 2016 to September 2020.
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Walter G. Vahey
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56
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Executive Vice President, Business Development
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Executive Vice President, Business Development since December 2017; President of System Test from July 2012 to December 2017; Vice President of Teradyne since 2008; General Manager of Storage Test from 2008 to December 2017; General Manager of Production Board Test from April 2013 to December 2017.
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Item 1A:
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Risk Factors
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•
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new product selection;
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•
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ability to meet customer requirements including with respect to safety and cyber security;
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•
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development of competitive products by competitors;
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•
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timely and efficient completion of product design;
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•
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timely and efficient implementation of manufacturing and manufacturing processes;
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•
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timely remediation of product performance issues, if any, identified during testing;
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•
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assembly processes and product performance at customer locations;
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•
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differentiation of our products from our competitors’ products;
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•
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management of customer expectations concerning product capabilities and product life cycles;
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•
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transition of customers to new product platforms;
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•
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compliance with product safety regulations;
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•
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ability to protect products from cyber attacks when used by our customers;
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•
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ability to attract and retain technical talent; and
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•
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innovation that does not infringe on the intellectual property rights of third parties.
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•
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unexpected changes in legal and regulatory requirements affecting international markets;
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•
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changes in tariffs and exchange rates;
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•
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social, political and economic instability, acts of terrorism and international conflicts;
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•
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disruption caused by health pandemics, such as the coronavirus;
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•
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difficulties in protecting intellectual property;
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•
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difficulties in accounts receivable collection;
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•
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cultural differences in the conduct of business;
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•
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difficulties in staffing and managing international operations;
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•
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compliance with anti-corruption laws;
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•
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compliance with data privacy regulations;
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•
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compliance with customs and trade regulations; and
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•
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compliance with international tax laws and regulations.
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•
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make it difficult to make payments on this indebtedness and our other obligations;
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•
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make it difficult to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes;
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•
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require the dedication of a substantial portion of any cash flows from operations to service for indebtedness, thereby reducing the amount of cash flows available for other purposes, including capital expenditures; and
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete.
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•
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a worldwide economic slowdown or disruption in the global financial or industrial markets;
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•
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competitive pressures on selling prices;
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•
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our ability to introduce, and the market acceptance of, new products;
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•
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changes in product revenues mix resulting from changes in customer demand;
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•
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the level of orders received which can be shipped in a quarter because of the tendency of customers to wait until late in a quarter to commit to purchase due to capital expenditure approvals and constraints occurring at the end of a quarter, or the hope of obtaining more favorable pricing from a competitor seeking the business;
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•
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engineering and development investments relating to new product introductions, and the expansion of manufacturing, outsourcing and engineering operations in Asia;
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•
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provisions for excess and obsolete inventory relating to the lack of demand for and the discontinuance of products;
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•
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impairment charges for certain long-lived and intangible assets, and goodwill;
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•
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an increase in the leasing of our products to customers;
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•
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disruption caused by health pandemics, such as the coronavirus;
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•
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our ability to expand our global distribution channel for our collaborative and mobile robots;
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•
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parallel or multi-site testing which could lead to a decrease in the ultimate size of the market for our semiconductor and electronic test products; and
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•
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the ability of our suppliers and subcontractors to meet product quality or delivery requirements needed to satisfy customer orders for our products, especially if consolidated revenues increase.
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•
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restrict our ability to expand facilities;
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•
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restrict our ability to ship certain products;
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•
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require us to modify our operations logistics;
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•
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require us to acquire costly equipment; or
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|
•
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require us to incur other significant costs and expenses.
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Item 1B:
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Unresolved Staff Comments
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Item 2:
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Properties
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Item 3:
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Legal Proceedings
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Item 4:
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Mine Safety Disclosure
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Item 5:
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Market for Registrant
’
s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
|
Period
|
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(a) Total
Number of
Shares
(or Units)
Purchased
|
|
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(b) Average
Price Paid per
Share (or Unit)
|
|
|
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
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(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that may Yet Be
Purchased Under the
Plans or Programs
|
|
||||
September 28, 2020 – October 25, 2020
|
|
|
1
|
|
|
$
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79.59
|
|
|
|
—
|
|
|
$
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911,535
|
|
October 26, 2020 – November 22, 2020
|
|
|
2
|
|
|
$
|
89.70
|
|
|
|
—
|
|
|
$
|
911,535
|
|
November 23, 2020 – December 31, 2020
|
|
|
—
|
|
|
$
|
116.15
|
|
|
|
—
|
|
|
$
|
911,535
|
|
|
|
|
|
|
|
|||||||||||
|
|
3
|
(1)
|
|
$
|
90.74
|
(1)
|
|
|
—
|
|
|
||||
|
|
|
|
|
|
(1)
|
Includes approximately three thousand shares at an average price of $90.74 withheld from employees for the payment of taxes.
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Item 6:
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Selected Financial Data
|
Item 7:
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
•
|
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semiconductor test (“Semiconductor Test”) systems;
|
|
•
|
|
storage and system level test (“Storage Test”) systems, defense/aerospace (“Defense/Aerospace”) test instrumentation and systems and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”);
|
|
•
|
|
wireless test (“Wireless Test”) systems; and
|
|
•
|
|
industrial automation (“Industrial Automation”) products.
|
|
•
|
|
We account for a contract with a customer when there is written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.
|
|
•
|
|
We periodically enter into contracts with customers in which a customer may purchase a combination of goods and services, such as products with extended warranty obligations. We determine performance obligations by assessing whether the products or services are distinct from the other elements of the contract. In order to be distinct, the product or service must perform either on its own or with readily available resources and must be separate within the context of the contract.
|
|
•
|
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We consider the amount stated on the face of the purchase order to be the transaction price. We do not have variable consideration which could impact the stated purchase price agreed to by us and the customer.
|
|
•
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Transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation. We use standalone transactions when available to value each performance obligation. If standalone transactions are not available, we will estimate the standalone selling price through market assessments or cost plus a reasonable margin analysis. Any discounts from standalone selling price are spread proportionally to each performance obligation.
|
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•
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In order to determine the appropriate timing for revenue recognition, we first determine if the transaction meets any of three criteria for over time recognition. If the transaction meets the criteria for over time recognition, we recognize revenue as the good or service is delivered. We use input variables such as hours or months utilized or costs incurred to determine the amount of revenue to recognize in a given period. Input variables are used as they best align consumption with benefit to the customer. For transactions that do not meet the criteria for over time recognition, we will recognize revenue at a point in time based on an assessment of the five criteria for transfer of control. We have concluded that revenue should be recognized when shipped or delivered based on contractual terms. Typically, acceptance of our products and services is a formality as we deliver similar systems, instruments and robots to standard specifications. In cases where acceptance is not deemed a formality, we will defer revenue recognition until customer acceptance.
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•
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The length of time and the extent to which the market value has been less than cost;
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•
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The financial condition and near-term prospects of the issuer; and
|
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•
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The intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.
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Years Ended December 31,
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2020
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2019
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Percentage of revenues:
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||||||
Revenues:
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||||||
Products
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86.2
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%
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82.3
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%
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Services
|
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13.8
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|
|
|
17.7
|
|
|
|
|
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|||||
Total revenues
|
|
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100.0
|
|
|
|
100.0
|
|
Cost of revenues:
|
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||||||
Cost of products
|
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37.1
|
|
|
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34.1
|
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Cost of services
|
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5.7
|
|
|
|
7.5
|
|
|
|
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|||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
|
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42.8
|
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41.6
|
|
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|||||
Gross profit
|
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57.2
|
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58.4
|
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Operating expenses:
|
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||||||
Selling and administrative
|
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14.9
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19.0
|
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Engineering and development
|
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12.0
|
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14.1
|
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Acquired intangible assets amortization
|
|
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1.0
|
|
|
|
1.7
|
|
Restructuring and other
|
|
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(0.4
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)
|
|
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(0.6
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)
|
|
|
|
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|||||
Total operating expenses
|
|
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27.5
|
|
|
|
34.3
|
|
|
|
|
|
|||||
Income from operations
|
|
|
29.7
|
|
|
|
24.1
|
|
Non-operating
(income) expenses:
|
|
|
||||||
Interest income
|
|
|
(0.2
|
)
|
|
|
(0.7
|
)
|
Interest expense
|
|
|
0.8
|
|
|
|
1.0
|
|
Other (income) expense, net
|
|
|
0.3
|
|
|
|
1.0
|
|
|
|
|
|
|||||
Income before income taxes
|
|
|
28.9
|
|
|
|
22.9
|
|
Income tax provision
|
|
|
3.7
|
|
|
|
2.5
|
|
|
|
|
|
|||||
Net income
|
|
|
25.1
|
%
|
|
|
20.4
|
%
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Dollar
Change
|
|
|||
|
|
|
|
|
(in millions)
|
|
|
|
|
|||
Semiconductor Test
|
|
$
|
2,259.6
|
|
|
$
|
1,552.6
|
|
|
$
|
707.0
|
|
System Test
|
|
|
409.7
|
|
|
|
287.5
|
|
|
|
122.2
|
|
Industrial Automation
|
|
|
279.7
|
|
|
|
298.1
|
|
|
|
(18.4
|
)
|
Wireless Test
|
|
|
173.0
|
|
|
|
157.3
|
|
|
|
15.7
|
|
Corporate and Other
|
|
|
(0.6
|
)
|
|
|
(0.5
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|||||||
|
$
|
3,121.5
|
|
|
$
|
2,295.0
|
|
|
$
|
826.5
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||
Semiconductor Test
|
|
|
72
|
%
|
|
|
68
|
%
|
System Test
|
|
|
13
|
|
|
|
13
|
|
Industrial Automation
|
|
|
9
|
|
|
|
13
|
|
Wireless Test
|
|
|
6
|
|
|
|
7
|
|
|
|
|
|
|||||
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||
Taiwan
|
|
|
38
|
%
|
|
|
21
|
%
|
China
|
|
|
15
|
|
|
|
22
|
|
Korea
|
|
|
13
|
|
|
|
10
|
|
United States
|
|
|
10
|
|
|
|
15
|
|
Europe
|
|
|
7
|
|
|
|
10
|
|
Japan
|
|
|
5
|
|
|
|
8
|
|
Thailand
|
|
|
4
|
|
|
|
4
|
|
Singapore
|
|
|
2
|
|
|
|
4
|
|
Malaysia
|
|
|
2
|
|
|
|
3
|
|
Philippines
|
|
|
2
|
|
|
|
2
|
|
Rest of the World
|
|
|
2
|
|
|
|
2
|
|
|
|
|
|
|||||
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
(1)
|
Revenues attributable to a country are based on the location of the customer site.
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Dollar
Change
|
|
|||
|
|
(in millions)
|
|
|||||||||
Product revenues
|
|
$
|
2,690.9
|
|
|
$
|
1,887.7
|
|
|
$
|
803.2
|
|
Service revenues
|
|
|
430.6
|
|
|
|
407.3
|
|
|
|
23.3
|
|
|
|
|
|
|
|
|||||||
|
$
|
3,121.5
|
|
|
$
|
2,295.0
|
|
|
$
|
826.5
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Dollar /
Point
Change
|
|
|||
|
|
(dollars in millions)
|
|
|||||||||
Gross profit
|
|
$
|
1,785.7
|
|
|
$
|
1,339.8
|
|
|
$
|
445.9
|
|
Percent of total revenues
|
|
|
57.2
|
%
|
|
|
58.4
|
%
|
|
|
(1.2
|
)
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Dollar /
Point
Change
|
|
|||
|
|
(dollars in millions)
|
|
|||||||||
Product gross profit
|
|
$
|
1,533.4
|
|
|
$
|
1,105.6
|
|
|
$
|
427.8
|
|
Percent of product revenues
|
|
|
57.0
|
%
|
|
|
58.6
|
%
|
|
|
(1.6
|
)
|
Service gross profit
|
|
$
|
252.3
|
|
|
$
|
234.2
|
|
|
$
|
18.1
|
|
Percent of service revenues
|
|
|
58.6
|
%
|
|
|
57.5
|
%
|
|
|
1.1
|
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Change
|
|
|||
|
|
(dollars in millions)
|
|
|||||||||
Selling and administrative
|
|
$
|
464.8
|
|
|
$
|
437.1
|
|
|
$
|
27.7
|
|
Percent of total revenues
|
|
|
14.9
|
%
|
|
|
19.0
|
%
|
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Change
|
|
|||
|
|
(dollars in millions)
|
|
|||||||||
Engineering and development
|
|
$
|
375.0
|
|
|
$
|
322.8
|
|
|
$
|
52.1
|
|
Percent of total revenues
|
|
|
12.0
|
%
|
|
|
14.1
|
%
|
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Change
|
|
|||
|
|
|
|
|
(in millions)
|
|
|
|
|
|||
Interest income
|
|
$
|
(6.0
|
)
|
|
$
|
(17.0
|
)
|
|
$
|
11.0
|
|
Interest expense
|
|
|
24.2
|
|
|
|
22.2
|
|
|
|
2.0
|
|
Other (income) expense, net
|
|
|
9.2
|
|
|
|
22.6
|
|
|
|
(13.5
|
)
|
|
|
2020
|
|
|
2019
|
|
|
2019-2020
Change
|
|
|||
|
|
(in millions)
|
|
|||||||||
Semiconductor Test
|
|
$
|
739.7
|
|
|
$
|
417.0
|
|
|
$
|
322.7
|
|
System Test
|
|
|
152.1
|
|
|
|
93.5
|
|
|
|
58.6
|
|
Wireless Test
|
|
|
42.0
|
|
|
|
35.6
|
|
|
|
6.4
|
|
Industrial Automation
|
|
|
(24.0
|
)
|
|
|
(5.9
|
)
|
|
|
(18.1
|
)
|
Corporate and Other (1)
|
|
|
(8.7
|
)
|
|
|
(14.4
|
)
|
|
|
5.7
|
|
|
|
|
|
|
|
|||||||
|
$
|
901.0
|
|
|
$
|
525.8
|
|
|
$
|
375.3
|
|
|
|
|
|
|
|
|
(1)
|
Included in Corporate and Other are: contingent consideration adjustments, investment impairment, employee severance charges, interest (income) and expense, net foreign exchange (gains) and losses, pension and postretirement plan actuarial (gains) and losses and settlement charges, intercompany eliminations, and certain acquisition related charges and compensation.
|
|
|
Payments Due by Period
|
|
|||||||||||||||||||||
|
|
Total
|
|
|
Less than
1 year
|
|
|
1-3
years
|
|
|
3-5
years
|
|
|
More than
5 years
|
|
|
Other
|
|
||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||
Purchase obligations
|
|
$
|
603,464
|
|
|
$
|
592,058
|
|
|
$
|
11,406
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible debt
|
|
|
459,971
|
|
|
|
37,397
|
|
|
|
422,574
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Retirement plans contributions
|
|
|
156,592
|
|
|
|
5,551
|
|
|
|
10,598
|
|
|
|
10,426
|
|
|
|
130,017
|
|
|
|
—
|
|
Transition tax payable (1)
|
|
|
82,820
|
|
|
|
7,889
|
|
|
|
15,795
|
|
|
|
34,540
|
|
|
|
24,596
|
|
|
|
—
|
|
Operating lease obligations
|
|
|
71,457
|
|
|
|
22,631
|
|
|
|
27,371
|
|
|
|
13,839
|
|
|
|
7,616
|
|
|
|
—
|
|
Interest on long term debt
|
|
|
15,928
|
|
|
|
5,364
|
|
|
|
10,564
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Fair value of contingent consideration
|
|
|
7,227
|
|
|
|
—
|
|
|
|
7,227
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Other long-term liabilities reflected on the balance sheet under GAAP (2)
|
|
|
88,532
|
|
|
|
—
|
|
|
|
51,165
|
|
|
|
6,787
|
|
|
|
407
|
|
|
|
30,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total
|
|
$
|
1,485,991
|
|
|
$
|
670,890
|
|
|
$
|
556,700
|
|
|
$
|
65,592
|
|
|
$
|
162,636
|
|
|
$
|
30,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the transition tax liability associated with our accumulated foreign earnings as a result of enactment of the Tax Reform Act on December 22, 2017.
|
(2)
|
Included in other long-term liabilities are liabilities for customer advances, extended warranty, uncertain tax positions, deferred tax liabilities and other obligations. For certain long-term obligations, we are unable to provide a reasonably reliable estimate of the timing of future payments relating to these obligations and therefore we included these amounts in the column marked “Other.”
|
Plan category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column one)
|
|
|||
Equity plans approved by shareholders
|
|
|
1,943
|
(1)
|
|
$
|
37.31
|
|
|
|
7,563
|
(2)
|
Equity plans not approved by shareholders (3)
|
|
|
6
|
|
|
|
3.77
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
1,949
|
|
|
|
37.21
|
|
|
|
7,563
|
|
|
|
|
|
|
|
(1)
|
Includes 1,789,217 shares of restricted stock units that are not included in the calculation of the weighted average exercise price.
|
(2)
|
Consists of 6,122,630 securities available for issuance under the 2006 Equity Plan and 1,440,073 of securities available for issuance under the Employee Stock Purchase Plan.
|
(3)
|
In connection with the 2011 acquisition of LitePoint Corporation (the “LitePoint Acquisition”), we assumed the options granted under the LitePoint Corporation 2002 Stock Plan (the “LitePoint Plan”). Upon the consummation of the LitePoint Acquisition, these options were converted automatically into options to purchase an aggregate of 2,828,344 shares of our common stock. No additional awards were granted under the LitePoint Plan. As of December 31, 2020, there were outstanding options exercisable for an aggregate of 6,125 shares of our common stock pursuant to the LitePoint Plan, with a weighted average exercise price of $3.77 per share.
|
Item 7A:
|
Quantitative and Qualitative Disclosures about Market Risks
|
Hypothetical Change in Teradyne Stock Price
|
|
Fair Value
|
|
|
Estimated
change in fair value |
|
|
Hypothetical percentage
increase (decrease) in fair value |
|
|||
10% Increase
|
|
$
|
1,917,955
|
|
|
$
|
178,402
|
|
|
|
10.3
|
%
|
No Change
|
|
|
1,739,553
|
|
|
|
—
|
|
|
|
—
|
|
10% Decrease
|
|
|
1,569,357
|
|
|
|
(170,196
|
)
|
|
|
(9.8
|
)
|
Item 8:
|
Financial Statements and Supplementary Data
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands, except per
share information)
|
|
|||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
914,121
|
|
|
$
|
773,924
|
|
Marketable securities
|
|
|
522,280
|
|
|
|
137,303
|
|
Accounts receivable, less allowance for doubtful accounts of $2,034 and $1,736 in 2020 and 2019, respectively
|
|
|
497,506
|
|
|
|
362,368
|
|
Inventories, net
|
|
|
222,189
|
|
|
|
196,691
|
|
Prepayments and other current assets
|
|
|
259,338
|
|
|
|
188,598
|
|
|
|
|
|
|||||
Total current assets
|
|
|
2,415,434
|
|
|
|
1,658,884
|
|
Property, plant and equipment, net
|
|
|
394,800
|
|
|
|
320,216
|
|
Operating lease right-of-use assets, net
|
|
|
54,569
|
|
|
|
57,539
|
|
Marketable securities
|
|
|
117,980
|
|
|
|
104,490
|
|
Deferred tax assets
|
|
|
87,913
|
|
|
|
75,185
|
|
Retirement plans assets
|
|
|
17,468
|
|
|
|
18,457
|
|
Other assets
|
|
|
9,384
|
|
|
|
10,332
|
|
Acquired intangible assets, net
|
|
|
100,939
|
|
|
|
125,480
|
|
Goodwill
|
|
|
453,859
|
|
|
|
416,431
|
|
|
|
|
|
|||||
Total assets
|
|
$
|
3,652,346
|
|
|
$
|
2,787,014
|
|
|
|
|
|
|||||
LIABILITIES
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
||||||
Accounts payable
|
|
$
|
133,663
|
|
|
$
|
126,617
|
|
Accrued employees’ compensation and withholdings
|
|
|
220,321
|
|
|
|
163,883
|
|
Deferred revenue and customer advances
|
|
|
134,662
|
|
|
|
104,876
|
|
Other accrued liabilities
|
|
|
77,581
|
|
|
|
70,871
|
|
Operating lease liabilities
|
|
|
20,573
|
|
|
|
19,476
|
|
Contingent consideration
|
|
|
—
|
|
|
|
9,106
|
|
Income taxes payable
|
|
|
80,728
|
|
|
|
44,200
|
|
Current debt
|
|
|
33,343
|
|
|
|
—
|
|
|
|
|
|
|||||
Total current liabilities
|
|
|
700,871
|
|
|
|
539,029
|
|
Retirement plans liabilities
|
|
|
151,140
|
|
|
|
134,471
|
|
Long-term deferred revenue and customer advances
|
|
|
58,359
|
|
|
|
45,974
|
|
Long-term contingent consideration
|
|
|
7,227
|
|
|
|
30,599
|
|
Deferred tax liabilities
|
|
|
10,821
|
|
|
|
14,070
|
|
Long-term other accrued liabilities
|
|
|
19,352
|
|
|
|
19,535
|
|
Long-term operating lease liabilities
|
|
|
42,073
|
|
|
|
45,849
|
|
Long-term income taxes payable
|
|
|
74,930
|
|
|
|
82,642
|
|
Debt
|
|
|
376,768
|
|
|
|
394,687
|
|
|
|
|
|
|||||
Total liabilities
|
|
|
1,441,541
|
|
|
|
1,306,856
|
|
|
|
|
|
|||||
Commitments and contingencies (Note M)
|
|
|
||||||
Mezzanine equity:
|
|
|
||||||
Convertible common shares
|
|
|
3,787
|
|
|
|
—
|
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Common stock, $0.125 par value, 1,000,000 shares authorized, 166,123 and 166,410 shares issued and outstanding at December 31, 2020 and 2019, respectively
|
|
|
20,765
|
|
|
|
20,801
|
|
Additional paid-in capital
|
|
|
1,765,323
|
|
|
|
1,720,129
|
|
Accumulated other comprehensive income (loss)
|
|
|
33,516
|
|
|
|
(18,854
|
)
|
Retained earnings (accumulated deficit)
|
|
|
387,414
|
|
|
|
(241,918
|
)
|
|
|
|
|
|||||
Total shareholders’ equity
|
|
|
2,207,018
|
|
|
|
1,480,158
|
|
|
|
|
|
|||||
Total liabilities, convertible common shares and shareholders’ equity
|
|
$
|
3,652,346
|
|
|
$
|
2,787,014
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|||||||||
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands, except per share amounts)
|
|
|||||||||
Revenues:
|
|
|
|
|||||||||
Products
|
|
$
|
2,690,906
|
|
|
$
|
1,887,674
|
|
|
$
|
1,729,621
|
|
Services
|
|
|
430,563
|
|
|
|
407,291
|
|
|
|
371,181
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
|
|
3,121,469
|
|
|
|
2,294,965
|
|
|
|
2,100,802
|
|
Cost of revenues:
|
|
|
|
|||||||||
Cost of products
|
|
|
1,157,476
|
|
|
|
782,047
|
|
|
|
727,138
|
|
Cost of services
|
|
|
178,252
|
|
|
|
173,089
|
|
|
|
153,270
|
|
|
|
|
|
|
|
|||||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
|
|
1,335,728
|
|
|
|
955,136
|
|
|
|
880,408
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
|
1,785,741
|
|
|
|
1,339,829
|
|
|
|
1,220,394
|
|
Operating expenses:
|
|
|
|
|||||||||
Selling and administrative
|
|
|
464,769
|
|
|
|
437,084
|
|
|
|
390,669
|
|
Engineering and development
|
|
|
374,964
|
|
|
|
322,824
|
|
|
|
301,505
|
|
Acquired intangible assets amortization
|
|
|
30,803
|
|
|
|
40,147
|
|
|
|
39,191
|
|
Restructuring and other
|
|
|
(13,202
|
)
|
|
|
(13,880
|
)
|
|
|
15,232
|
|
|
|
|
|
|
|
|||||||
Total operating expenses
|
|
|
857,334
|
|
|
|
786,175
|
|
|
|
746,597
|
|
|
|
|
|
|
|
|||||||
Income from operations
|
|
|
928,407
|
|
|
|
553,654
|
|
|
|
473,797
|
|
Non-operating (income) expenses:
|
|
|
|
|||||||||
Interest income
|
|
|
(5,982
|
)
|
|
|
(16,990
|
)
|
|
|
(20,458
|
)
|
Interest expense
|
|
|
24,182
|
|
|
|
22,224
|
|
|
|
21,780
|
|
Other (income) expense, net
|
|
|
9,192
|
|
|
|
22,648
|
|
|
|
4,674
|
|
|
|
|
|
|
|
|||||||
Income before income taxes
|
|
|
901,015
|
|
|
|
525,772
|
|
|
|
467,801
|
|
Income tax provision
|
|
|
116,868
|
|
|
|
58,304
|
|
|
|
16,022
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
$
|
784,147
|
|
|
$
|
467,468
|
|
|
$
|
451,779
|
|
|
|
|
|
|
|
|||||||
Net income per common share:
|
|
|
|
|||||||||
Basic
|
|
$
|
4.72
|
|
|
$
|
2.74
|
|
|
$
|
2.41
|
|
|
|
|
|
|
|
|||||||
Diluted
|
|
$
|
4.28
|
|
|
$
|
2.60
|
|
|
$
|
2.35
|
|
|
|
|
|
|
|
|||||||
Weighted average common shares—basic
|
|
|
166,120
|
|
|
|
170,425
|
|
|
|
187,672
|
|
|
|
|
|
|
|
|||||||
Weighted average common shares—diluted
|
|
|
183,042
|
|
|
|
179,459
|
|
|
|
192,605
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|||||||||
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Net income
|
|
$
|
784,147
|
|
|
$
|
467,468
|
|
|
$
|
451,779
|
|
Other comprehensive income, net of tax:
|
|
|
|
|||||||||
Foreign currency translation adjustment, net of tax of $0, $0, $0
|
|
|
48,903
|
|
|
|
(10,991
|
)
|
|
|
(28,442
|
)
|
Available-for-sale marketable securities:
|
|
|
|
|||||||||
Unrealized gains (losses) on marketable securities arising during period, net of tax of $1,629, $1,659, $(722), respectively
|
|
|
5,839
|
|
|
|
6,015
|
|
|
|
(2,110
|
)
|
Less: Reclassification adjustment for (gains) losses included in net income, net of tax of $(665),
$(192), $(21), respectively |
|
|
(2,365
|
)
|
|
|
(690
|
)
|
|
|
1,337
|
|
|
|
|
|
|
|
|||||||
|
|
3,474
|
|
|
|
5,325
|
|
|
|
(773
|
)
|
|
Defined benefit pension and post-retirement plans:
|
|
|
|
|||||||||
Amortization of prior service benefit included in net periodic pension and post-retirement benefit, net of tax $(2), $(43), $(71), respectively
|
|
|
(7
|
)
|
|
|
(148
|
)
|
|
|
(245
|
)
|
|
|
|
|
|
|
|||||||
Other comprehensive income (loss)
|
|
|
52,370
|
|
|
|
(5,814
|
)
|
|
|
(29,460
|
)
|
|
|
|
|
|
|
|||||||
Comprehensive income
|
|
$
|
836,517
|
|
|
$
|
461,654
|
|
|
$
|
422,319
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity
|
|
||||||||||||||||||||||
|
|
Convertible
Common
Shares |
|
|
Common
Stock Shares |
|
|
Common
Stock Par Value |
|
|
Additional
Paid-in Capital |
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
|
Retained
Earnings (Accumulated Deficit) |
|
|
Total
Shareholders’ Equity |
|
|||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||||||
Year Ended December 31, 2017
|
|
$
|
—
|
|
|
195,548
|
|
|
$
|
24,444
|
|
|
$
|
1,638,413
|
|
|
$
|
18,776
|
|
|
$
|
272,013
|
|
|
$
|
1,953,646
|
|
|
Net issuance of common stock under stock-based plans
|
|
|
|
|
|
|
1,613
|
|
|
|
201
|
|
|
|
(72
|
)
|
|
|
|
|
|
|
|
|
|
|
129
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,304
|
|
|
|
|
|
|
|
|
|
|
|
33,304
|
|
Repurchase of common stock
|
|
|
|
|
|
|
(21,639
|
)
|
|
|
(2,705
|
)
|
|
|
|
|
|
|
|
|
|
|
(829,651
|
)
|
|
|
(832,356
|
)
|
Cash dividends ($0.09
per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(67,367
|
)
|
|
|
(67,367
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
451,779
|
|
|
|
451,779
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29,460
|
)
|
|
|
|
|
|
|
(29,460
|
)
|
Reclassification of unrealized gains on equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,125
|
)
|
|
|
3,125
|
|
|
|
—
|
|
Reclassification of tax effects resulting from the Tax Reform Act
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
769
|
|
|
|
(769
|
)
|
|
|
—
|
|
Cumulative effect of changes in accounting principle related to revenue recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,679
|
|
|
|
12,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Year Ended December 31, 2018
|
|
|
—
|
|
|
|
175,522
|
|
|
|
21,940
|
|
|
|
1,671,645
|
|
|
|
(13,040
|
)
|
|
|
(158,191
|
)
|
|
|
1,522,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net issuance of common stock under stock-based plans
|
|
|
|
|
|
|
1,784
|
|
|
|
223
|
|
|
|
10,399
|
|
|
|
|
|
|
|
|
|
|
|
10,622
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,085
|
|
|
|
|
|
|
|
|
|
|
|
38,085
|
|
Repurchase of common stock
|
|
|
|
|
|
|
(10,896
|
)
|
|
|
(1,362
|
)
|
|
|
|
|
|
|
|
|
|
|
(489,840
|
)
|
|
|
(491,202
|
)
|
Cash dividends ($0.09
per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,355
|
)
|
|
|
(61,355
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
467,468
|
|
|
|
467,468
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,814
|
)
|
|
|
|
|
|
|
(5,814
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Year Ended December 31, 2019
|
|
|
—
|
|
|
|
166,410
|
|
|
|
20,801
|
|
|
|
1,720,129
|
|
|
|
(18,854
|
)
|
|
|
(241,918
|
)
|
|
|
1,480,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net issuance of common stock under stock-based plans
|
|
|
|
|
|
|
1,230
|
|
|
|
154
|
|
|
|
4,696
|
|
|
|
|
|
|
|
|
|
|
|
4,850
|
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,285
|
|
|
|
|
|
|
|
|
|
|
|
44,285
|
|
Repurchase of common stock
|
|
|
|
|
|
|
(1,517
|
)
|
|
|
(190
|
)
|
|
|
|
|
|
|
|
|
|
|
(88,275
|
)
|
|
|
(88,465
|
)
|
Cash dividends ($0.10
per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66,540
|
)
|
|
|
(66,540
|
)
|
Convertible common shares
|
|
|
3,787
|
|
|
|
|
|
|
|
|
|
|
|
(3,787
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,787
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
784,147
|
|
|
|
784,147
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,370
|
|
|
|
|
|
|
|
52,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Year Ended December 31, 2020
|
|
$
|
3,787
|
|
|
|
166,123
|
|
|
$
|
20,765
|
|
|
$
|
1,765,323
|
|
|
$
|
33,516
|
|
|
$
|
387,414
|
|
|
$
|
2,207,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|||||||||
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in
|
|
|||||||||
Cash flows from operating activities:
|
|
|
|
|||||||||
Net income
|
|
$
|
784,147
|
|
|
$
|
467,468
|
|
|
$
|
451,779
|
|
Adjustments to reconcile net income from operations to net cash provided by
|
|
|
|
|||||||||
Depreciation
|
|
|
80,119
|
|
|
|
70,834
|
|
|
|
67,415
|
|
Amortization
|
|
|
46,624
|
|
|
|
49,821
|
|
|
|
45,809
|
|
Stock-based compensation
|
|
|
44,906
|
|
|
|
37,897
|
|
|
|
33,577
|
|
Provision for excess and obsolete inventory
|
|
|
17,534
|
|
|
|
15,244
|
|
|
|
11,242
|
|
Retirement plans actuarial losses (gains)
|
|
|
10,284
|
|
|
|
8,176
|
|
|
|
(3,316
|
)
|
Contingent consideration fair value adjustment
|
|
|
(23,271
|
)
|
|
|
(19,257
|
)
|
|
|
987
|
|
Deferred taxes
|
|
|
(15,688
|
)
|
|
|
(9,456
|
)
|
|
|
28,340
|
|
(Gains) losses on investments
|
|
|
(7,898
|
)
|
|
|
(6,033
|
)
|
|
|
3,494
|
|
Investment impairment
|
|
|
—
|
|
|
|
15,000
|
|
|
|
—
|
|
Other
|
|
|
1,557
|
|
|
|
766
|
|
|
|
1,083
|
|
Changes in operating assets and liabilities, net of businesses acquired:
|
|
|
|
|||||||||
Accounts receivable
|
|
|
(129,451
|
)
|
|
|
(70,440
|
)
|
|
|
(17,938
|
)
|
Inventories
|
|
|
(8,438
|
)
|
|
|
(27,408
|
)
|
|
|
(29,498
|
)
|
Prepayments and other assets
|
|
|
(64,418
|
)
|
|
|
(23,784
|
)
|
|
|
(58,402
|
)
|
Accounts payable and other accrued expenses
|
|
|
73,167
|
|
|
|
49,279
|
|
|
|
13,693
|
|
Deferred revenue and customer advances
|
|
|
39,974
|
|
|
|
39,313
|
|
|
|
13,379
|
|
Retirement plan contributions
|
|
|
(5,382
|
)
|
|
|
(5,086
|
)
|
|
|
(4,334
|
)
|
Income taxes
|
|
|
25,169
|
|
|
|
(13,584
|
)
|
|
|
(80,429
|
)
|
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
|
|
868,935
|
|
|
|
578,750
|
|
|
|
476,881
|
|
|
|
|
|
|
|
|||||||
Cash flows from investing activities:
|
|
|
|
|||||||||
Purchases of property, plant and equipment
|
|
|
(184,977
|
)
|
|
|
(134,642
|
)
|
|
|
(114,379
|
)
|
Proceeds from government subsidy for property, plant and equipment
|
|
|
—
|
|
|
|
—
|
|
|
|
7,920
|
|
Purchases of marketable securities
|
|
|
(900,196
|
)
|
|
|
(662,701
|
)
|
|
|
(918,744
|
)
|
Proceeds from maturities of marketable securities
|
|
|
479,678
|
|
|
|
611,927
|
|
|
|
1,270,439
|
|
Proceeds from sales of marketable securities
|
|
|
35,006
|
|
|
|
105,586
|
|
|
|
846,122
|
|
Proceeds from insurance
|
|
|
546
|
|
|
|
2,912
|
|
|
|
1,126
|
|
Purchase of investment and acquisition of businesses, net of cash acquired
|
|
|
149
|
|
|
|
(79,742
|
)
|
|
|
(169,474
|
)
|
|
|
|
|
|
|
|||||||
Net cash (used for) provided by investing activities
|
|
|
(569,794
|
)
|
|
|
(156,660
|
)
|
|
|
923,010
|
|
|
|
|
|
|
|
|||||||
Cash flows from financing activities:
|
|
|
|
|||||||||
Issuance of common stock under stock purchase and stock option plans
|
|
|
28,527
|
|
|
|
29,312
|
|
|
|
20,973
|
|
Repurchase of common stock
|
|
|
(88,465
|
)
|
|
|
(500,000
|
)
|
|
|
(823,478
|
)
|
Dividend payments
|
|
|
(66,482
|
)
|
|
|
(61,305
|
)
|
|
|
(67,322
|
)
|
Payments related to net settlement of employee stock compensation awards
|
|
|
(23,014
|
)
|
|
|
(14,741
|
)
|
|
|
(20,023
|
)
|
Payments of contingent consideration
|
|
|
(8,852
|
)
|
|
|
(27,615
|
)
|
|
|
(13,571
|
)
|
|
|
|
|
|
|
|||||||
Net cash used for financing activities
|
|
|
(158,286
|
)
|
|
|
(574,349
|
)
|
|
|
(903,421
|
)
|
|
|
|
|
|
|
|||||||
Effects of exchange rate changes on cash and cash equivalents
|
|
|
(658
|
)
|
|
|
(569
|
)
|
|
|
439
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
140,197
|
|
|
|
(152,828
|
)
|
|
|
496,909
|
|
Cash and cash equivalents at beginning of year
|
|
|
773,924
|
|
|
|
926,752
|
|
|
|
429,843
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents at end of year
|
|
$
|
914,121
|
|
|
$
|
773,924
|
|
|
$
|
926,752
|
|
|
|
|
|
|
|
|||||||
Supplementary disclosure of cash flows information:
|
|
|
|
|||||||||
Cash paid for:
|
|
|
|
|||||||||
Interest
|
|
$
|
6,435
|
|
|
$
|
5,996
|
|
|
$
|
6,205
|
|
Income taxes
|
|
$
|
106,577
|
|
|
$
|
81,410
|
|
|
$
|
72,811
|
|
Non-cash investing activities:
|
|
|
|
|||||||||
Capital expenditures incurred but not yet paid:
|
|
$
|
3,666
|
|
|
$
|
4,068
|
|
|
$
|
2,537
|
|
|
•
|
|
semiconductor test (“Semiconductor Test”) systems;
|
|
•
|
|
storage and system level test (“Storage Test”) systems, defense/aerospace (“Defense/Aerospace”) test instrumentation and systems, and circuit-board test and inspection (“Production Board Test”) systems (collectively these products represent “System Test”);
|
|
•
|
|
wireless test (“Wireless Test”) systems; and
|
|
•
|
|
industrial automation (“Industrial Automation”) products.
|
|
•
|
|
Teradyne accounts for a contract with a customer when there is written approval, the contract is committed, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of collection.
|
|
•
|
|
Teradyne periodically enters into contracts with customers in which a customer may purchase a combination of goods and services, such as products with extended warranty obligations. Teradyne determines performance obligations by assessing whether the products or services are distinct from the other elements of the contract. In order to be distinct, the product or service must perform either on its own or with readily available resources and must be separate within the context of the contract.
|
|
•
|
|
Teradyne considers the amount stated on the face of the purchase order to be the transaction price. Teradyne does not have material variable consideration which could impact the stated purchase price agreed to by Teradyne and the customer.
|
|
•
|
|
Transaction price is allocated to each individual performance obligation based on the standalone selling price of that performance obligation. Teradyne uses standalone transactions when available to value each performance obligation. If standalone transactions are not available, Teradyne will estimate the standalone selling price through market assessments or cost plus a reasonable margin analysis. Any discounts from standalone selling price are spread proportionally to each performance obligation.
|
•
|
|
In order to determine the appropriate timing for revenue recognition, Teradyne first determines if the transaction meets any of three criteria for over time recognition. If the transaction meets the criteria for over time recognition, Teradyne recognizes revenue as the good or service is delivered. Teradyne uses input variables such as hours or months utilized or costs incurred to determine the amount of revenue to recognize in a given period. Input variables are used as they best align consumption with benefit to the customer. For transactions that do not meet the criteria for over time recognition, Teradyne will recognize revenue at a point in time based on an assessment of the five criteria for transfer of control. Teradyne has concluded that revenue should be recognized when shipped or delivered based on contractual terms. Typically, acceptance of Teradyne’s products and services is a formality as Teradyne delivers similar systems, instruments and robots to standard specifications. In cases where acceptance is not deemed a formality, Teradyne will defer revenue recognition until customer acceptance.
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Maintenance, service and training
|
|
$
|
77,654
|
|
|
$
|
63,815
|
|
Customer advances, undelivered elements and other
|
|
|
63,438
|
|
|
|
56,358
|
|
Extended warranty
|
|
|
51,929
|
|
|
|
30,677
|
|
|
|
|
|
|||||
Total deferred revenue and customer advances
|
|
$
|
193,021
|
|
|
$
|
150,850
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
(in thousands)
|
|
|
Balance at December 31, 2017
|
|
$
|
8,200
|
|
Acquisition
|
|
|
41
|
|
Accruals for warranties issued during the period
|
|
|
13,045
|
|
Accruals related to pre-existing warranties
|
|
|
921
|
|
Settlements made during the period
|
|
|
(14,298
|
)
|
|
|
|||
Balance at December 31, 2018
|
|
|
7,909
|
|
Acquisition
|
|
|
14
|
|
Accruals for warranties issued during the period
|
|
|
14,106
|
|
Accruals related to pre-existing warranties
|
|
|
4,026
|
|
Settlements made during the period
|
|
|
(17,059
|
)
|
|
|
|||
Balance at December 31, 2019
|
|
|
8,996
|
|
Accruals for warranties issued during the period
|
|
|
28,490
|
|
Accruals related to pre-existing warranties
|
|
|
821
|
|
Settlements made during the period
|
|
|
(21,674
|
)
|
|
|
|||
Balance at December 31, 2020
|
|
$
|
16,633
|
|
|
|
|
|
Amount
|
|
|
|
|
(in thousands)
|
|
|
Balance at December 31, 2017
|
|
$
|
24,438
|
|
Deferral of new extended warranty revenue
|
|
|
23,753
|
|
Recognition of extended warranty deferred revenue
|
|
|
(20,769
|
)
|
|
|
|||
Balance at December 31, 2018
|
|
|
27,422
|
|
Deferral of new extended warranty revenue
|
|
|
23,271
|
|
Recognition of extended warranty deferred revenue
|
|
|
(20,016
|
)
|
|
|
|||
Balance at December 31, 2019
|
|
|
30,677
|
|
Deferral of new extended warranty revenue
|
|
|
41,694
|
|
Recognition of extended warranty deferred revenue
|
|
|
(20,442
|
)
|
|
|
|||
Balance at December 31, 2020
|
|
$
|
51,929
|
|
|
|
|
•
|
|
The length of time and the extent to which the market value has been less than cost;
|
|
•
|
|
The financial condition and near-term prospects of the issuer; and
|
|
•
|
|
The intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value.
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Contract manufacturer and supplier prepayments
|
|
$
|
212,286
|
|
|
$
|
143,392
|
|
Prepaid taxes
|
|
|
9,361
|
|
|
|
8,046
|
|
Prepaid maintenance and other services
|
|
|
13,116
|
|
|
|
8,503
|
|
Other prepayments
|
|
|
15,329
|
|
|
|
16,753
|
|
|
|
|
|
|||||
Total prepayments
|
|
$
|
250,092
|
|
|
$
|
176,694
|
|
|
|
|
|
|
|
Purchase Price Allocation
|
|
|
|
|
(in thousands)
|
|
|
Goodwill
|
|
$
|
41,223
|
|
Intangible assets
|
|
|
37,660
|
|
Tangible assets acquired and liabilities assumed:
|
|
|||
Other current assets
|
|
|
3,661
|
|
Non-current assets
|
|
|
1,227
|
|
Accounts payable and current liabilities
|
|
|
(1,223
|
)
|
Long-term other liabilities
|
|
|
(949
|
)
|
|
|
|||
Total purchase price
|
|
$
|
81,599
|
|
|
|
|
|
Fair Value
|
|
|
Estimated Useful
Life |
|
||
|
|
(in thousands)
|
|
|
(in years)
|
|
||
Developed technology
|
|
$
|
24,590
|
|
|
|
6.0
|
|
Customer relationships
|
|
|
7,360
|
|
|
|
6.0
|
|
Trademarks and tradenames
|
|
|
5,450
|
|
|
|
7.0
|
|
Backlog
|
|
|
260
|
|
|
|
0.3
|
|
|
|
|||||||
Total intangible assets
|
|
$
|
37,660
|
|
|
|
6.1
|
|
|
|
|
|
Purchase Price Allocation
|
|
|
|
|
(in thousands)
|
|
|
Goodwill
|
|
$
|
135,976
|
|
Intangible assets
|
|
|
80,670
|
|
Tangible assets acquired and liabilities assumed:
|
|
|||
Current assets
|
|
|
6,039
|
|
Non-current assets
|
|
|
1,336
|
|
Accounts payable and current liabilities
|
|
|
(7,336
|
)
|
Long-term deferred tax liabilities
|
|
|
(18,007
|
)
|
Other long-term liabilities
|
|
|
(900
|
)
|
|
|
|||
Total purchase price
|
|
$
|
197,778
|
|
|
|
|
|
Fair Value
|
|
|
Estimated Useful
Life |
|
||
|
|
(in thousands)
|
|
|
(in
|
|
||
Developed technology
|
|
$
|
58,900
|
|
|
|
7.0
|
|
Trademarks and tradenames
|
|
|
13,240
|
|
|
|
11.0
|
|
Customer relationships
|
|
|
8,500
|
|
|
|
2.5
|
|
Backlog
|
|
|
30
|
|
|
|
0.2
|
|
|
|
|||||||
Total intangible assets
|
|
$
|
80,670
|
|
|
|
7.2
|
|
|
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
||
|
|
(in thousands, except per
share amount)
|
|
|||||
Revenues
|
|
$
|
2,303,737
|
|
|
$
|
2,111,373
|
|
Net income
|
|
$
|
464,602
|
|
|
$
|
442,082
|
|
Net income per common share:
|
|
|
||||||
Basic
|
|
$
|
2.73
|
|
|
$
|
2.36
|
|
|
|
|
|
|||||
Diluted
|
|
$
|
2.59
|
|
|
$
|
2.30
|
|
|
|
|
|
(1)
|
Includes $10.0 million, $8.4 million and $12.0 million in 2020, 2019 and 2018, respectively, for leases of Teradyne’s systems recognized outside of ASC 606:
“Revenue from Contracts with Customers.”
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Raw material
|
|
$
|
114,133
|
|
|
$
|
118,595
|
|
Work-in-process
|
|
|
25,408
|
|
|
|
32,695
|
|
Finished goods
|
|
|
82,648
|
|
|
|
45,401
|
|
|
|
|
|
|||||
|
$
|
222,189
|
|
|
$
|
196,691
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Land
|
|
$
|
17,207
|
|
|
$
|
16,561
|
|
Buildings
|
|
|
108,221
|
|
|
|
107,282
|
|
Machinery, equipment and software
|
|
|
956,035
|
|
|
|
834,970
|
|
Furniture and fixtures
|
|
|
28,487
|
|
|
|
29,157
|
|
Leasehold improvements
|
|
|
61,276
|
|
|
|
59,378
|
|
Construction in progress
|
|
|
13,098
|
|
|
|
2,537
|
|
|
|
|
|
|||||
|
|
1,184,324
|
|
|
|
1,049,885
|
|
|
Less: accumulated depreciation
|
|
|
789,524
|
|
|
|
729,669
|
|
|
|
|
|
|||||
|
$
|
394,800
|
|
|
$
|
320,216
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|||||||||||||
|
|
Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash
|
|
$
|
443,166
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
443,166
|
|
Cash equivalents
|
|
|
347,768
|
|
|
|
123,187
|
|
|
|
—
|
|
|
|
470,955
|
|
Available for sale securities:
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
|
|
—
|
|
|
|
258,304
|
|
|
|
—
|
|
|
|
258,304
|
|
Commercial paper
|
|
|
—
|
|
|
|
254,413
|
|
|
|
—
|
|
|
|
254,413
|
|
Corporate debt securities
|
|
|
—
|
|
|
|
83,615
|
|
|
|
—
|
|
|
|
83,615
|
|
Debt mutual funds
|
|
|
8,565
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,565
|
|
U.S. government agency securities
|
|
|
—
|
|
|
|
4,339
|
|
|
|
—
|
|
|
|
4,339
|
|
Certificates of deposit and time deposits
|
|
|
—
|
|
|
|
979
|
|
|
|
—
|
|
|
|
979
|
|
Non-U.S. government securities
|
|
|
—
|
|
|
|
625
|
|
|
|
—
|
|
|
|
625
|
|
Equity securities:
|
|
|
|
|
||||||||||||
Mutual funds
|
|
|
29,420
|
|
|
|
—
|
|
|
|
—
|
|
|
|
29,420
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
828,919
|
|
|
$
|
725,462
|
|
|
$
|
—
|
|
|
$
|
1,554,381
|
|
Derivative assets
|
|
|
—
|
|
|
|
95
|
|
|
|
—
|
|
|
|
95
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
828,919
|
|
|
$
|
725,557
|
|
|
$
|
—
|
|
|
$
|
1,554,476
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
||||||||||||
Contingent consideration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,227
|
|
|
$
|
7,227
|
|
Derivative liabilities
|
|
|
—
|
|
|
|
504
|
|
|
|
—
|
|
|
|
504
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
—
|
|
|
$
|
504
|
|
|
$
|
7,227
|
|
|
$
|
7,731
|
|
|
|
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
790,934
|
|
|
$
|
123,187
|
|
|
$
|
—
|
|
|
$
|
914,121
|
|
Marketable securities
|
|
|
—
|
|
|
|
522,280
|
|
|
|
—
|
|
|
|
522,280
|
|
Long-term marketable securities
|
|
|
37,985
|
|
|
|
79,995
|
|
|
|
—
|
|
|
|
117,980
|
|
Prepayments and other current assets
|
|
|
—
|
|
|
|
95
|
|
|
|
—
|
|
|
|
95
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
828,919
|
|
|
$
|
725,557
|
|
|
$
|
—
|
|
|
$
|
1,554,476
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
||||||||||||
Other current liabilities
|
|
$
|
—
|
|
|
$
|
504
|
|
|
$
|
—
|
|
|
$
|
504
|
|
Long-term contingent consideration
|
|
|
—
|
|
|
|
—
|
|
|
|
7,227
|
|
|
|
7,227
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
—
|
|
|
$
|
504
|
|
|
$
|
7,227
|
|
|
$
|
7,731
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|||||||||||||
|
|
Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash
|
|
$
|
311,975
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
311,975
|
|
Cash equivalents
|
|
|
410,285
|
|
|
|
51,664
|
|
|
|
—
|
|
|
|
461,949
|
|
Available for sale securities:
|
|
|
|
|
||||||||||||
Corporate debt securities
|
|
|
—
|
|
|
|
97,307
|
|
|
|
—
|
|
|
|
97,307
|
|
Commercial paper
|
|
|
—
|
|
|
|
54,149
|
|
|
|
—
|
|
|
|
54,149
|
|
U.S. Treasury securities
|
|
|
—
|
|
|
|
42,382
|
|
|
|
—
|
|
|
|
42,382
|
|
U.S. government agency securities
|
|
|
—
|
|
|
|
9,952
|
|
|
|
—
|
|
|
|
9,952
|
|
Debt mutual funds
|
|
|
6,888
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,888
|
|
Certificates of deposit and time deposits
|
|
|
—
|
|
|
|
4,751
|
|
|
|
—
|
|
|
|
4,751
|
|
Non-U.S. government securities
|
|
|
—
|
|
|
|
592
|
|
|
|
—
|
|
|
|
592
|
|
Equity securities:
|
|
|
|
|
||||||||||||
Mutual funds
|
|
|
25,772
|
|
|
|
—
|
|
|
|
—
|
|
|
|
25,772
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
754,920
|
|
|
$
|
260,797
|
|
|
$
|
—
|
|
|
$
|
1,015,717
|
|
|
|
|
|
|
|
|
|
|||||||||
Derivative assets
|
|
|
—
|
|
|
|
528
|
|
|
|
—
|
|
|
|
528
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
754,920
|
|
|
$
|
261,325
|
|
|
$
|
—
|
|
|
$
|
1,016,245
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
||||||||||||
Contingent consideration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,705
|
|
|
$
|
39,705
|
|
Derivative liabilities
|
|
|
—
|
|
|
|
203
|
|
|
|
—
|
|
|
|
203
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
—
|
|
|
$
|
203
|
|
|
$
|
39,705
|
|
|
$
|
39,908
|
|
|
|
|
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
Total
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
722,260
|
|
|
$
|
51,664
|
|
|
$
|
—
|
|
|
$
|
773,924
|
|
Marketable securities
|
|
|
—
|
|
|
|
137,303
|
|
|
|
—
|
|
|
|
137,303
|
|
Long-term marketable securities
|
|
|
32,660
|
|
|
|
71,830
|
|
|
|
—
|
|
|
|
104,490
|
|
Prepayments and other current assets
|
|
|
—
|
|
|
|
528
|
|
|
|
—
|
|
|
|
528
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
754,920
|
|
|
$
|
261,325
|
|
|
$
|
—
|
|
|
$
|
1,016,245
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
||||||||||||
Other current liabilities
|
|
$
|
—
|
|
|
$
|
203
|
|
|
$
|
—
|
|
|
$
|
203
|
|
Contingent consideration
|
|
|
—
|
|
|
|
—
|
|
|
|
9,106
|
|
|
|
9,106
|
|
Long-term contingent consideration
|
|
|
—
|
|
|
|
—
|
|
|
|
30,599
|
|
|
|
30,599
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
—
|
|
|
$
|
203
|
|
|
$
|
39,705
|
|
|
$
|
39,908
|
|
|
|
|
|
|
|
|
|
|
|
Contingent Consideration
|
|
|
|
|
(in thousands)
|
|
|
Balance at December 31, 2018
|
|
$
|
70,543
|
|
Acquisition of AutoGuide
|
|
|
23,976
|
|
Foreign currency impact
|
|
|
(967
|
)
|
Payments (1)
|
|
|
(34,590
|
)
|
Fair value adjustment (2)
|
|
|
(19,257
|
)
|
|
|
|||
Balance at December 31, 2019
|
|
|
39,705
|
|
Foreign currency impact
|
|
|
(355
|
)
|
Payments (3)
|
|
|
(8,852
|
)
|
Fair value adjustment (4)
|
|
|
(23,271
|
)
|
|
|
|||
Balance at December 31, 2020
|
|
$
|
7,227
|
|
|
|
(1)
|
During the year ended December 31, 2019, Teradyne paid $30.8 million and $3.8 million of contingent consideration for the earn-outs in connection with the acquisitions of MiR and Universal Robots A/S (“Universal Robots”), respectively.
|
(2)
|
During the year ended December 31, 2019, the fair value of contingent consideration for the earn-out in connection with the acquisition of MiR was decreased by $22.2 million primarily due to a decrease in forecasted revenues partially offset by the impact from modification of the earn-out structure. During the year ended December 31, 2019, the fair value of contingent consideration for the earn-out in connection with the acquisition of AutoGuide was increased by $3.0 million primarily due to an increase in forecasted revenues
|
(3)
|
During the year ended December 31, 2020, Teradyne paid $8.9 million of contingent consideration for the earn-out in connection with the acquisition of MiR.
|
(4)
|
During the year ended December 31, 2020, the fair value of contingent consideration for the earn-out in connection with the acquisition of AutoGuide was decreased by $19.7 million primarily due to a decrease in forecasted revenues
and earnings before interest and taxes
. Teradyne has received a letter from the sellers of AutoGuide alleging non-compliance with the earn-out provisions of the AutoGuide acquisition agreement. Teradyne disputes the allegation of non-compliance. The ultimate amount of contingent consideration for the earn-outs in connection with the acquisition of AutoGuide may be affected by the outcome of the dispute. During the year ended December 31, 2020, the fair value of contingent consideration for the earn-out in connection with the acquisition of MiR was decreased by $3.5 million primarily due to a decrease in forecasted revenues.
|
Liability
|
|
December 31,
2020
Fair Value
|
|
|
Valuation
Technique
|
|
Unobservable Inputs
|
|
Weighted
Average
|
|
||
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
||
Contingent consideration
(AutoGuide)
|
|
$
|
7,227
|
|
|
Monte Carlo simulation
|
|
Revenue Volatility
|
|
|
16.5%
|
|
|
|
|
Discount Rate
|
|
|
1.0%
|
|
|
|
December 31, 2020
|
|
|
December 31, 2019
|
|
||||||||||
|
|
Carrying Value
|
|
|
Fair Value
|
|
|
Carrying Value
|
|
|
Fair Value
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
914,121
|
|
|
$
|
914,121
|
|
|
$
|
773,924
|
|
|
$
|
773,924
|
|
Marketable securities
|
|
|
640,260
|
|
|
|
640,260
|
|
|
|
241,793
|
|
|
|
241,793
|
|
Derivative assets
|
|
|
95
|
|
|
|
95
|
|
|
|
528
|
|
|
|
528
|
|
Liabilities
|
|
|
|
|
||||||||||||
Contingent consideration
|
|
|
7,227
|
|
|
|
7,227
|
|
|
|
39,705
|
|
|
|
39,705
|
|
Derivative liabilities
|
|
|
504
|
|
|
|
504
|
|
|
|
203
|
|
|
|
203
|
|
Convertible debt (1)
|
|
|
410,111
|
|
|
|
1,739,553
|
|
|
|
394,687
|
|
|
|
1,010,275
|
|
(1)
|
The carrying value represents the bifurcated debt component only, while the fair value is based on quoted market prices for the convertible note which includes the equity conversion features.
|
|
|
December 31, 2020
|
|
|||||||||||||||||
|
|
Available-for-Sale
|
|
|
|
|
||||||||||||||
|
|
Cost
|
|
|
Unrealized
Gain
|
|
|
Unrealized
(Loss)
|
|
|
Fair Market
Value
|
|
|
Fair Market
Value of Investments
with Unrealized Losses
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||||||
U.S. Treasury securities
|
|
$
|
257,132
|
|
|
$
|
1,330
|
|
|
$
|
(158
|
)
|
|
$
|
258,304
|
|
|
$
|
17,243
|
|
Commercial paper
|
|
|
254,404
|
|
|
|
10
|
|
|
|
(1
|
)
|
|
|
254,413
|
|
|
|
12,173
|
|
Corporate debt securities
|
|
|
76,129
|
|
|
|
7,539
|
|
|
|
(53
|
)
|
|
|
83,615
|
|
|
|
39,896
|
|
Debt mutual funds
|
|
|
8,413
|
|
|
|
152
|
|
|
|
—
|
|
|
|
8,565
|
|
|
|
—
|
|
U.S. government agency securities
|
|
|
4,294
|
|
|
|
46
|
|
|
|
(1
|
)
|
|
|
4,339
|
|
|
|
1,106
|
|
Certificates of deposit and time deposits
|
|
|
979
|
|
|
|
—
|
|
|
|
—
|
|
|
|
979
|
|
|
|
—
|
|
Non-U.S. government securities
|
|
|
625
|
|
|
|
—
|
|
|
|
—
|
|
|
|
625
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
$
|
601,976
|
|
|
$
|
9,077
|
|
|
$
|
(213
|
)
|
|
$
|
610,840
|
|
|
$
|
70,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
Unrealized
Gain
|
|
|
Unrealized
(Loss)
|
|
|
Fair
Value
|
|
|
Fair Market
Value of Investments
with Unrealized Losses
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||||||
Marketable securities
|
|
$
|
522,228
|
|
|
$
|
92
|
|
|
$
|
(40
|
)
|
|
$
|
522,280
|
|
|
$
|
61,806
|
|
Long-term marketable securities
|
|
|
79,748
|
|
|
|
8,985
|
|
|
|
(173
|
)
|
|
|
88,560
|
|
|
|
8,612
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
$
|
601,976
|
|
|
$
|
9,077
|
|
|
$
|
(213
|
)
|
|
$
|
610,840
|
|
|
$
|
70,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|||||||||||||||||
|
|
Available-for-Sale
|
|
|
|
|
||||||||||||||
|
|
Cost
|
|
|
Unrealized
Gain
|
|
|
Unrealized
(Loss)
|
|
|
Fair Market
Value
|
|
|
Fair Market
Value of Investments
with Unrealized Losses
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||||||
Corporate debt securities
|
|
$
|
93,267
|
|
|
$
|
4,081
|
|
|
$
|
(41
|
)
|
|
$
|
97,307
|
|
|
$
|
2,009
|
|
Commercial paper
|
|
|
54,124
|
|
|
|
26
|
|
|
|
(1
|
)
|
|
|
54,149
|
|
|
|
1,391
|
|
U.S. Treasury securities
|
|
|
42,167
|
|
|
|
431
|
|
|
|
(216
|
)
|
|
|
42,382
|
|
|
|
17,556
|
|
U.S. government agency securities
|
|
|
9,942
|
|
|
|
14
|
|
|
|
(4
|
)
|
|
|
9,952
|
|
|
|
3,043
|
|
Debt mutual funds
|
|
|
6,753
|
|
|
|
135
|
|
|
|
—
|
|
|
|
6,888
|
|
|
|
—
|
|
Certificates of deposit and time deposits
|
|
|
4,751
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,751
|
|
|
|
—
|
|
Non-U.S. government securities
|
|
|
592
|
|
|
|
—
|
|
|
|
—
|
|
|
|
592
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
$
|
211,596
|
|
|
$
|
4,687
|
|
|
$
|
(262
|
)
|
|
$
|
216,021
|
|
|
$
|
23,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
Unrealized
Gain
|
|
|
Unrealized
(Loss)
|
|
|
Fair
Value
|
|
|
Fair Market
Value of Investments
with Unrealized Losses
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||||||
Marketable securities
|
|
$
|
137,144
|
|
|
$
|
160
|
|
|
$
|
(1
|
)
|
|
$
|
137,303
|
|
|
$
|
2,922
|
|
Long-term marketable securities
|
|
|
74,452
|
|
|
|
4,527
|
|
|
|
(261
|
)
|
|
|
78,718
|
|
|
|
21,077
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
$
|
211,596
|
|
|
$
|
4,687
|
|
|
$
|
(262
|
)
|
|
$
|
216,021
|
|
|
$
|
23,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
Fair Value
|
|
||
|
|
(in
|
|
|||||
Due within one year
|
|
$
|
522,228
|
|
|
$
|
522,280
|
|
Due after 1 year through 5 years
|
|
|
24,829
|
|
|
|
25,245
|
|
Due after 5 years through 10 years
|
|
|
13,030
|
|
|
|
14,183
|
|
Due after 10 years
|
|
|
33,476
|
|
|
|
40,567
|
|
|
|
|
|
|||||
Total
|
|
$
|
593,563
|
|
|
$
|
602,275
|
|
|
|
December 31, 2020
|
|
|
December 31, 2019
|
|
||||||||||||||||||
|
|
Buy
Position
|
|
|
Sell
Position
|
|
|
Net
Total
|
|
|
Buy
Position
|
|
|
Sell
Position
|
|
|
Net
Total
|
|
||||||
|
|
(in millions)
|
|
|||||||||||||||||||||
Japanese Yen
|
|
$
|
(14.1
|
)
|
|
$
|
—
|
|
|
$
|
(14.1
|
)
|
|
$
|
(29.3
|
)
|
|
$
|
—
|
|
|
$
|
(29.3
|
)
|
Taiwan Dollar
|
|
|
(27.9
|
)
|
|
|
—
|
|
|
|
(27.9
|
)
|
|
|
(18.4
|
)
|
|
|
—
|
|
|
|
(18.4
|
)
|
Korean Won
|
|
|
(5.3
|
)
|
|
|
—
|
|
|
|
(5.3
|
)
|
|
|
(10.7
|
)
|
|
|
—
|
|
|
|
(10.7
|
)
|
British Pound Sterling
|
|
|
(1.0
|
)
|
|
|
—
|
|
|
|
(1.0
|
)
|
|
|
(3.8
|
)
|
|
|
—
|
|
|
|
(3.8
|
)
|
Singapore Dollar
|
|
|
—
|
|
|
|
52.3
|
|
|
|
52.3
|
|
|
|
—
|
|
|
|
25.3
|
|
|
|
25.3
|
|
Euro
|
|
|
—
|
|
|
|
43.9
|
|
|
|
43.9
|
|
|
|
—
|
|
|
|
47.8
|
|
|
|
47.8
|
|
Philippine Peso
|
|
|
—
|
|
|
|
5.0
|
|
|
|
5.0
|
|
|
|
—
|
|
|
|
5.2
|
|
|
|
5.2
|
|
Chinese Yuan
|
|
|
—
|
|
|
|
3.4
|
|
|
|
3.4
|
|
|
|
—
|
|
|
|
4.4
|
|
|
|
4.4
|
|
Total
|
|
$
|
(48.3
|
)
|
|
$
|
104.6
|
|
|
$
|
56.3
|
|
|
$
|
(62.2
|
)
|
|
$
|
82.7
|
|
|
$
|
20.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Location
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
||
|
|
|
|
(in thousands)
|
|
|||||
Derivatives not designated as hedging instruments:
|
|
|
|
|||||||
Foreign exchange contracts
|
|
Prepayments
|
|
$
|
95
|
|
|
$
|
528
|
|
Foreign exchange contracts
|
|
Other current liabilities
|
|
|
(504
|
)
|
|
|
(203
|
)
|
Total derivatives
|
|
|
$
|
(409
|
)
|
|
$
|
325
|
|
|
|
Location of (Gains) Losses
Recognized in Statement
of Operations
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
|
December 31,
2018
|
|
|||
|
|
|
|
(in thousands)
|
|
|||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||||||||
Foreign exchange contracts
|
|
Other (income) expense, net
|
|
$
|
3,515
|
|
|
$
|
5,960
|
|
|
$
|
7,386
|
|
(1)
|
The table does not reflect the corresponding gains and losses from the remeasurement of the monetary assets and liabilities denominated in foreign currencies.
|
(2)
|
For the years ended December 31, 2020, net losses from remeasurement of monetary assets and liabilities denominated in foreign currencies were $2.6
million.
|
(3)
|
For the year ended December 31, 2019 and 2018, net gains from the remeasurement of monetary assets and liabilities denominated in foreign currencies were $1.6 million and $2.5 million, respectively.
|
|
|
For the Year Ended
December 31, 2020 |
|
|
Cash paid for amounts included in the measurement of lease liabilities included in operating cash flows:
|
|
$
|
24,136
|
|
Right-of-use assets obtained in exchange for new lease obligations
|
|
|
14,801
|
|
|
|
Operating Lease
|
|
|
|
|
(in thousands)
|
|
|
2021
|
|
$
|
22,451
|
|
2022
|
|
|
16,798
|
|
2023
|
|
|
9,727
|
|
2024
|
|
|
7,215
|
|
2025
|
|
|
5,715
|
|
Thereafter
|
|
|
6,149
|
|
|
|
|||
Total lease payments
|
|
|
68,055
|
|
Less imputed interest
|
|
|
(5,409
|
)
|
|
|
|||
Total lease liabilities
|
|
$
|
62,646
|
|
|
|
|
|
December 31,
2020 |
|
|
December 31,
2019 |
|
||
|
|
(in thousands)
|
|
|||||
Debt principal
|
|
$
|
459,971
|
|
|
$
|
460,000
|
|
Unamortized discount
|
|
|
49,860
|
|
|
|
65,313
|
|
|
|
|
|
|||||
Net carrying amount of convertible debt
|
|
$
|
410,111
|
|
|
$
|
394,687
|
|
|
|
|
|
|
|
December 31,
2020 |
|
|
December 31,
2019 |
|
||
|
|
(in thousands)
|
|
|||||
Current debt
|
|
$
|
33,343
|
|
|
$
|
—
|
|
Long-term debt
|
|
|
376,768
|
|
|
|
394,687
|
|
|
|
|
|
|||||
Net carrying amount of convertible debt
|
|
$
|
410,111
|
|
|
$
|
394,687
|
|
|
|
|
|
|
|
For the year ended
|
|
|||||
|
|
December 31,
2020 |
|
|
December 31,
2019 |
|
||
|
|
(in thousands)
|
|
|||||
Contractual interest expense on the coupon
|
|
$
|
5,750
|
|
|
$
|
5,750
|
|
Amortization of the discount component and debt issue fees recognized as interest expense
|
|
|
15,454
|
|
|
|
14,706
|
|
|
|
|
|
|||||
Total interest expense on the convertible debt
|
|
$
|
21,204
|
|
|
$
|
20,456
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
|
Unrealized
(Losses)
Gains on
Marketable
Securities
|
|
|
Retirement
Plans
Service
Credit
|
|
|
Total
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Balance at December 31, 2018, net of tax of $0, $(521), $(1,081)
|
|
$
|
(12,523
|
)
|
|
$
|
(1,845
|
)
|
|
$
|
1,328
|
|
|
$
|
(13,040
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive (loss) income before
|
|
|
(10,991
|
)
|
|
|
6,015
|
|
|
|
—
|
|
|
|
(4,976
|
)
|
Amounts reclassified from accumulated other
|
|
|
—
|
|
|
|
(690
|
)
|
|
|
(148
|
)
|
|
|
(838
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net current period other comprehensive (loss) income,
|
|
|
(10,991
|
)
|
|
|
5,325
|
|
|
|
(148
|
)
|
|
|
(5,814
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2019, net of tax of $0, $946, $(1,124)
|
|
$
|
(23,514
|
)
|
|
$
|
3,480
|
|
|
$
|
1,180
|
|
|
$
|
(18,854
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income before
|
|
|
48,903
|
|
|
|
5,839
|
|
|
|
—
|
|
|
|
54,742
|
|
Amounts reclassified from accumulated other
|
|
|
—
|
|
|
|
(2,365
|
)
|
|
|
(7
|
)
|
|
|
(2,372
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Net current period other comprehensive income (loss),
|
|
|
48,903
|
|
|
|
3,474
|
|
|
|
(7
|
)
|
|
|
52,370
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2020, net of tax of $0, $1,910, $(1,126)
|
|
$
|
25,389
|
|
|
$
|
6,954
|
|
|
$
|
1,173
|
|
|
$
|
33,516
|
|
|
|
|
|
|
|
|
|
Details about Accumulated
Other Comprehensive Income
Components
|
|
For the year ended
|
|
|
Affected Line Item
in the Statements
of Operations
|
|
||||||||||
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
|
December 31,
2018
|
|
|
|
|
||||
|
|
(in thousands)
|
|
|
|
|
||||||||||
Available-for-sale marketable securities
|
|
|
|
|
||||||||||||
Unrealized gains (losses), net of tax of $665, $192, $21
|
|
$
|
2,365
|
|
|
$
|
690
|
|
|
$
|
(1,337
|
)
|
|
|
Interest income
(expense) |
|
Defined benefit pension and postretirement plans:
|
|
|
|
|
||||||||||||
Amortization of prior service benefit, net of tax of $2, $43, $71
|
|
|
7
|
|
|
|
148
|
|
|
|
245
|
|
|
|
(a)
|
|
|
|
|
|
|
|
|||||||||||
Total reclassifications, net of tax of $667, $235, $92
|
|
$
|
2,372
|
|
|
$
|
838
|
|
|
$
|
(1,092
|
)
|
|
|
Net income
|
|
|
|
|
|
|
|
(a)
|
The amortization of prior service credit is included in the computation of net periodic pension cost and postretirement benefit; see Note P: “Retirement Plans.”
|
|
|
Industrial
Automation
|
|
|
Wireless
Test
|
|
|
Semiconductor
Test
|
|
|
System
Test
|
|
|
Total
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||||||
Balance at December 31, 2018:
|
|
|
|
|
|
|||||||||||||||
Goodwill
|
|
$
|
363,358
|
|
|
$
|
361,819
|
|
|
$
|
260,540
|
|
|
$
|
158,699
|
|
|
$
|
1,144,416
|
|
Accumulated impairment losses
|
|
|
—
|
|
|
|
(353,843
|
)
|
|
|
(260,540
|
)
|
|
|
(148,183
|
)
|
|
|
(762,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
363,358
|
|
|
|
7,976
|
|
|
|
—
|
|
|
|
10,516
|
|
|
|
381,850
|
|
|
Lemsys acquisition
|
|
|
—
|
|
|
|
—
|
|
|
|
1,428
|
|
|
|
—
|
|
|
|
1,428
|
|
AutoGuide acquisition
|
|
|
41,372
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
41,372
|
|
Foreign currency translation adjustment
|
|
|
(8,247
|
)
|
|
|
—
|
|
|
|
28
|
|
|
|
—
|
|
|
|
(8,219
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2019:
|
|
|
|
|
|
|||||||||||||||
Goodwill
|
|
|
396,483
|
|
|
|
361,819
|
|
|
|
261,996
|
|
|
|
158,699
|
|
|
|
1,178,997
|
|
Accumulated impairment losses
|
|
|
—
|
|
|
|
(353,843
|
)
|
|
|
(260,540
|
)
|
|
|
(148,183
|
)
|
|
|
(762,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
396,483
|
|
|
|
7,976
|
|
|
|
1,456
|
|
|
|
10,516
|
|
|
|
416,431
|
|
|
AutoGuide acquisition
|
|
|
(149
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(149
|
)
|
Foreign currency translation adjustment
|
|
|
37,418
|
|
|
|
—
|
|
|
|
159
|
|
|
|
—
|
|
|
|
37,577
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2020:
|
|
|
|
|
|
|||||||||||||||
Goodwill
|
|
|
433,752
|
|
|
|
361,819
|
|
|
|
262,155
|
|
|
|
158,699
|
|
|
|
1,216,425
|
|
Accumulated impairment losses
|
|
|
—
|
|
|
|
(353,843
|
)
|
|
|
(260,540
|
)
|
|
|
(148,183
|
)
|
|
|
(762,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
$
|
433,752
|
|
|
$
|
7,976
|
|
|
$
|
1,615
|
|
|
$
|
10,516
|
|
|
$
|
453,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|||||||||||||
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization (1)
|
|
|
Foreign
Currency Translation Adjustment |
|
|
Net
Carrying
Amount
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Developed technology
|
|
$
|
272,547
|
|
|
$
|
(210,479
|
)
|
|
$
|
(1,610
|
)
|
|
$
|
60,458
|
|
Customer relationships
|
|
|
66,239
|
|
|
|
(54,524
|
)
|
|
|
305
|
|
|
|
12,020
|
|
Tradenames and trademarks
|
|
|
70,120
|
|
|
|
(42,344
|
)
|
|
|
685
|
|
|
|
28,461
|
|
|
|
|
|
|
|
|
|
|||||||||
Total intangible assets
|
|
$
|
408,906
|
|
|
$
|
(307,347
|
)
|
|
$
|
(620
|
)
|
|
$
|
100,939
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|||||||||||||
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Foreign
Currency Translation Adjustment |
|
|
Net
Carrying
Amount
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Developed technology
|
|
$
|
361,787
|
|
|
$
|
(279,000
|
)
|
|
$
|
(5,709
|
)
|
|
$
|
77,078
|
|
Customer relationships
|
|
|
75,669
|
|
|
|
(59,077
|
)
|
|
|
(455
|
)
|
|
|
16,137
|
|
Tradenames and trademarks
|
|
|
70,120
|
|
|
|
(36,671
|
)
|
|
|
(1,184
|
)
|
|
|
32,265
|
|
Backlog
|
|
|
260
|
|
|
|
(260
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||||||
Total intangible assets
|
|
$
|
507,836
|
|
|
$
|
(375,008
|
)
|
|
$
|
(7,348
|
)
|
|
$
|
125,480
|
|
|
|
|
|
|
|
|
|
(1)
|
In 2020, $98.9 million of amortizable intangible assets became fully amortized and have been eliminated from the gross carrying amount and accumulated amortization.
|
Year
|
|
Amortization Expense
|
|
|
|
|
(in thousands)
|
|
|
2021
|
|
$
|
21,893
|
|
2022
|
|
|
21,000
|
|
2023
|
|
|
20,504
|
|
2024
|
|
|
20,192
|
|
2025
|
|
|
11,922
|
|
Thereafter
|
|
|
5,428
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands, except per share amounts)
|
|
|||||||||
Net income for basic and diluted net income per share
|
|
$
|
784,147
|
|
|
$
|
467,468
|
|
|
$
|
451,779
|
|
|
|
|
|
|
|
|||||||
Weighted average common shares-basic
|
|
|
166,120
|
|
|
|
170,425
|
|
|
|
187,672
|
|
Effect of dilutive potential common shares:
|
|
|
|
|||||||||
Incremental shares from assumed conversion of convertible notes (1)
|
|
|
8,528
|
|
|
|
4,909
|
|
|
|
2,749
|
|
Convertible note hedge warrant shares (2)
|
|
|
6,989
|
|
|
|
2,698
|
|
|
|
485
|
|
Restricted stock units
|
|
|
1,264
|
|
|
|
1,236
|
|
|
|
1,385
|
|
Stock options
|
|
|
131
|
|
|
|
178
|
|
|
|
278
|
|
Employee stock purchase rights
|
|
|
10
|
|
|
|
13
|
|
|
|
36
|
|
|
|
|
|
|
|
|||||||
Dilutive potential common shares
|
|
|
16,922
|
|
|
|
9,034
|
|
|
|
4,933
|
|
|
|
|
|
|
|
|||||||
Weighted average common shares-diluted
|
|
|
183,042
|
|
|
|
179,459
|
|
|
|
192,605
|
|
|
|
|
|
|
|
|||||||
Net income per common share-basic
|
|
$
|
4.72
|
|
|
$
|
2.74
|
|
|
$
|
2.41
|
|
|
|
|
|
|
|
|||||||
Net income per common share-diluted
|
|
$
|
4.28
|
|
|
$
|
2.60
|
|
|
$
|
2.35
|
|
|
|
|
|
|
|
(1)
|
Incremental shares from the assumed conversion of the convertible notes was calculated using the difference between the average Teradyne stock price for the period and the conversion price of $31.56, multiplied by 14.6 million shares. The result of this calculation, representing the total intrinsic value of the convertible debt, was divided by the average Teradyne stock price for the period.
|
(2)
|
Convertible notes hedge warrant shares were calculated using the difference between the average Teradyne stock price for the period and the warrant price of $39.60, multiplied by 14.6 million shares. The result of this calculation, representing the total intrinsic value of the warrant, was divided by the average Teradyne stock price for the period.
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Assets and Obligations
|
|
|
|
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
||||||||||||
Projected benefit obligation:
|
|
|
|
|
||||||||||||
Beginning of year
|
|
$
|
203,791
|
|
|
$
|
43,952
|
|
|
$
|
178,237
|
|
|
$
|
39,146
|
|
Service cost
|
|
|
1,773
|
|
|
|
907
|
|
|
|
1,608
|
|
|
|
751
|
|
Interest cost
|
|
|
5,770
|
|
|
|
516
|
|
|
|
7,189
|
|
|
|
691
|
|
Actuarial loss
|
|
|
24,671
|
|
|
|
2,951
|
|
|
|
24,447
|
|
|
|
4,520
|
|
Benefits paid
|
|
|
(9,844
|
)
|
|
|
(1,299
|
)
|
|
|
(7,690
|
)
|
|
|
(836
|
)
|
Retiree annuity purchase
|
|
|
(24,379
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Liability loss due to settlement
|
|
|
451
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Non-U.S. currency movement
|
|
|
—
|
|
|
|
3,961
|
|
|
|
—
|
|
|
|
(320
|
)
|
|
|
|
|
|
|
|
|
|||||||||
End of year
|
|
|
202,233
|
|
|
|
50,988
|
|
|
|
203,791
|
|
|
|
43,952
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in plan assets:
|
|
|
|
|
||||||||||||
Fair value of plan assets:
|
|
|
|
|
||||||||||||
Beginning of year
|
|
|
166,932
|
|
|
|
1,586
|
|
|
|
144,301
|
|
|
|
1,400
|
|
Actual return on plan assets
|
|
|
23,048
|
|
|
|
67
|
|
|
|
27,516
|
|
|
|
64
|
|
Company contributions
|
|
|
3,098
|
|
|
|
1,079
|
|
|
|
2,805
|
|
|
|
923
|
|
Benefits paid
|
|
|
(9,844
|
)
|
|
|
(988
|
)
|
|
|
(7,690
|
)
|
|
|
(836
|
)
|
Retiree annuity purchase
|
|
|
(24,379
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Non-U.S. currency movement
|
|
|
—
|
|
|
|
112
|
|
|
|
—
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|||||||||
End of year
|
|
|
158,855
|
|
|
|
1,856
|
|
|
|
166,932
|
|
|
|
1,586
|
|
|
|
|
|
|
|
|
|
|||||||||
Funded status
|
|
$
|
(43,378
|
)
|
|
$
|
(49,132
|
)
|
|
$
|
(36,859
|
)
|
|
$
|
(42,366
|
)
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Retirement plans assets
|
|
$
|
17,468
|
|
|
$
|
—
|
|
|
$
|
18,457
|
|
|
$
|
—
|
|
Accrued employees’ compensation and withholdings
|
|
|
(3,273
|
)
|
|
|
(1,019
|
)
|
|
|
(2,826
|
)
|
|
|
(922
|
)
|
Retirement plans liabilities
|
|
|
(57,573
|
)
|
|
|
(48,113
|
)
|
|
|
(52,490
|
)
|
|
|
(41,444
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Funded status
|
|
$
|
(43,378
|
)
|
|
$
|
(49,132
|
)
|
|
$
|
(36,859
|
)
|
|
$
|
(42,366
|
)
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
|
|
(in thousands)
|
|
|||||||||||||
Deferred taxes related to prior service cost recognized in other comprehensive income
|
|
$
|
560
|
|
|
$
|
—
|
|
|
$
|
560
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
|
|
(in millions)
|
|
|||||||||||||
Projected benefit obligation
|
|
$
|
60.8
|
|
|
$
|
51.0
|
|
$
|
55.3
|
|
|
$
|
44.0
|
|
|
Accumulated benefit obligation
|
|
|
58.5
|
|
|
|
46.5
|
|
|
53.2
|
|
|
|
39.9
|
|
|
Fair value of plan assets
|
|
|
—
|
|
|
|
1.9
|
|
|
—
|
|
|
|
1.6
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||||||||||||||
|
|
United
States
|
|
|
Foreign
|
|
|
United
States
|
|
|
Foreign
|
|
|
United
States
|
|
|
Foreign
|
|
||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||
Components of Net Periodic Pension Cost (Income):
|
|
|
|
|||||||||||||||||||||
Service cost
|
|
$
|
1,773
|
|
|
$
|
907
|
|
|
$
|
1,608
|
|
|
$
|
751
|
|
|
$
|
2,196
|
|
|
$
|
786
|
|
Interest cost
|
|
|
5,770
|
|
|
|
516
|
|
|
|
7,189
|
|
|
|
691
|
|
|
|
8,940
|
|
|
|
687
|
|
Expected return on plan assets
|
|
|
(4,840
|
)
|
|
|
(65
|
)
|
|
|
(6,042
|
)
|
|
|
(29
|
)
|
|
|
(9,049
|
)
|
|
|
(19
|
)
|
Amortization of prior service cost
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
58
|
|
|
|
—
|
|
Net actuarial loss (gain)
|
|
|
6,463
|
|
|
|
2,949
|
|
|
|
2,973
|
|
|
|
4,485
|
|
|
|
(4,429
|
)
|
|
|
743
|
|
Settlement loss
|
|
|
451
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
345
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total net periodic pension cost (income)
|
|
$
|
9,617
|
|
|
$
|
4,307
|
|
|
$
|
5,728
|
|
|
$
|
5,898
|
|
|
$
|
(1,939
|
)
|
|
$
|
2,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
|
|
|
|
|
|
|
||||||||||||||||||
Reversal of amortization items:
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(58
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total recognized in other comprehensive income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(58
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total recognized in net periodic pension cost (income) and other comprehensive income
|
|
$
|
9,617
|
|
|
$
|
4,307
|
|
|
$
|
5,728
|
|
|
$
|
5,898
|
|
|
$
|
(1,997
|
)
|
|
$
|
2,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||||||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||||
Discount rate
|
|
|
2.8
|
%
|
|
|
1.1
|
%
|
|
|
4.1
|
%
|
|
|
1.8
|
%
|
|
|
3.4
|
%
|
|
|
1.8
|
%
|
Expected return on plan assets
|
|
|
3.0
|
|
|
|
3.8
|
|
|
|
4.3
|
|
|
|
2.0
|
|
|
|
4.3
|
|
|
|
1.5
|
|
Salary progression rate
|
|
|
2.6
|
|
|
|
2.5
|
|
|
|
2.3
|
|
|
|
2.5
|
|
|
|
2.3
|
|
|
|
2.7
|
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
Discount rate
|
|
|
2.2
|
%
|
|
|
0.7
|
%
|
|
|
3.0
|
%
|
|
|
1.1
|
%
|
Salary progression rate
|
|
|
2.4
|
|
|
|
2.3
|
|
|
|
2.6
|
|
|
|
2.5
|
|
|
|
2020
|
|
|
2019
|
|
||||||||||
|
|
United States
|
|
|
Foreign
|
|
|
United States
|
|
|
Foreign
|
|
||||
Fixed income securities
|
|
|
94.0
|
%
|
|
|
—
|
%
|
|
|
94.0
|
%
|
|
|
—
|
%
|
Equity securities
|
|
|
5.0
|
|
|
|
—
|
|
|
|
5.0
|
|
|
|
—
|
|
Other
|
|
|
1.0
|
|
|
|
100.0
|
|
|
|
1.0
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|||||||||||||||||||||||||||||
|
|
United States
|
|
|
Foreign
|
|
||||||||||||||||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level
|
|
|
Total
|
|
|
Level
|
|
|
Level 2
|
|
|
Level
|
|
|
Total
|
|
||||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Corporate debt securities
|
|
$
|
—
|
|
|
$
|
127,098
|
|
|
$
|
—
|
|
|
$
|
127,098
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government securities
|
|
|
—
|
|
|
|
22,250
|
|
|
|
—
|
|
|
|
22,250
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Global equity
|
|
|
—
|
|
|
|
7,925
|
|
|
|
—
|
|
|
|
7,925
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Other
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,856
|
|
|
|
—
|
|
|
|
1,856
|
|
Cash and cash equivalents
|
|
|
1,582
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,582
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total
|
|
$
|
1,582
|
|
|
$
|
157,273
|
|
|
$
|
—
|
|
|
$
|
158,855
|
|
|
$
|
—
|
|
|
$
|
1,856
|
|
|
$
|
—
|
|
|
$
|
1,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|||||||||||||||||||||||||||||
|
|
United States
|
|
|
Foreign
|
|
||||||||||||||||||||||||||
|
|
Level 1
|
|
|
Level 2
|
|
|
Level
|
|
|
Total
|
|
|
Level
|
|
|
Level 2
|
|
|
Level
|
|
|
Total
|
|
||||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Corporate debt securities
|
|
$
|
—
|
|
|
$
|
133,792
|
|
|
$
|
—
|
|
|
$
|
133,792
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. government securities
|
|
|
—
|
|
|
|
23,186
|
|
|
|
—
|
|
|
|
23,186
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Global equity
|
|
|
—
|
|
|
|
8,344
|
|
|
|
—
|
|
|
|
8,344
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Other
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,586
|
|
|
|
—
|
|
|
|
1,586
|
|
Cash and cash equivalents
|
|
|
1,610
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,610
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total
|
|
$
|
1,610
|
|
|
$
|
165,322
|
|
|
$
|
—
|
|
|
$
|
166,932
|
|
|
$
|
—
|
|
|
$
|
1,586
|
|
|
$
|
—
|
|
|
$
|
1,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
Foreign
|
|
||
|
|
(in thousands)
|
|
|||||
2021
|
|
$
|
8,902
|
|
|
$
|
1,058
|
|
2022
|
|
|
8,782
|
|
|
|
1,063
|
|
2023
|
|
|
9,189
|
|
|
|
1,313
|
|
2024
|
|
|
9,815
|
|
|
|
1,192
|
|
2025
|
|
|
10,374
|
|
|
|
1,140
|
|
2026-2030
|
|
|
54,145
|
|
|
|
7,053
|
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Assets and Obligations
|
|
|
||||||
Change in benefit obligation:
|
|
|
||||||
Projected benefit obligation:
|
|
|
||||||
Beginning of year
|
|
$
|
9,003
|
|
|
$
|
9,256
|
|
Service cost
|
|
|
57
|
|
|
|
41
|
|
Interest cost
|
|
|
240
|
|
|
|
347
|
|
Actuarial loss
|
|
|
421
|
|
|
|
717
|
|
Benefits paid
|
|
|
(1,205
|
)
|
|
|
(1,358
|
)
|
End of year
|
|
|
8,515
|
|
|
|
9,003
|
|
Change in plan assets:
|
|
|
||||||
Fair value of plan assets:
|
|
|
||||||
Beginning of year
|
|
|
—
|
|
|
|
—
|
|
Company contributions
|
|
|
1,205
|
|
|
|
1,358
|
|
Benefits paid
|
|
|
(1,205
|
)
|
|
|
(1,358
|
)
|
End of year
|
|
|
—
|
|
|
|
—
|
|
Funded status
|
|
$
|
(8,515
|
)
|
|
$
|
(9,003
|
)
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Accrued employees’ compensation and withholdings
|
|
$
|
(1,161
|
)
|
|
$
|
(1,231
|
)
|
Retirement plans liability
|
|
|
(7,354
|
)
|
|
|
(7,772
|
)
|
|
|
|
|
|||||
Funded status
|
|
$
|
(8,515
|
)
|
|
$
|
(9,003
|
)
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Prior service credit, before tax
|
|
$
|
(49
|
)
|
|
$
|
(58
|
)
|
Deferred taxes
|
|
|
(1,686
|
)
|
|
|
(1,684
|
)
|
|
|
|
|
|||||
Total recognized in other comprehensive income, net of tax
|
|
$
|
(1,735
|
)
|
|
$
|
(1,742
|
)
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Components of Net Periodic Postretirement Benefit Cost (income):
|
|
|
|
|||||||||
Service cost
|
|
$
|
57
|
|
|
$
|
41
|
|
|
$
|
39
|
|
Interest cost
|
|
|
240
|
|
|
|
347
|
|
|
|
196
|
|
Amortization of prior service credit
|
|
|
(9
|
)
|
|
|
(191
|
)
|
|
|
(373
|
)
|
Net actuarial loss
|
|
|
421
|
|
|
|
717
|
|
|
|
25
|
|
Special termination benefits
|
|
|
—
|
|
|
|
—
|
|
|
|
3,708
|
|
|
|
|
|
|
|
|||||||
Total net periodic postretirement benefit cost
|
|
|
709
|
|
|
|
914
|
|
|
|
3,595
|
|
|
|
|
|
|
|
|||||||
Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
|
|
|
|
|||||||||
Reversal of amortization items:
|
|
|
|
|||||||||
Prior service credit
|
|
|
9
|
|
|
|
191
|
|
|
|
373
|
|
|
|
|
|
|
|
|||||||
Total recognized in other comprehensive income
|
|
|
9
|
|
|
|
191
|
|
|
|
373
|
|
|
|
|
|
|
|
|||||||
Total recognized in net periodic postretirement cost and other comprehensive income
|
|
$
|
718
|
|
|
$
|
1,105
|
|
|
$
|
3,968
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Discount rate
|
|
|
3.0
|
%
|
|
|
4.0
|
%
|
|
|
3.4
|
%
|
Initial health care cost trend rate
|
|
|
7.1
|
|
|
|
7.5
|
|
|
|
7.9
|
|
Ultimate health care cost trend rate
|
|
|
4.5
|
|
|
|
4.5
|
|
|
|
4.5
|
|
Year in which ultimate health care cost trend rate is reached
|
|
|
2026
|
|
|
|
2026
|
|
|
|
2026
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Discount rate
|
|
|
2.2
|
%
|
|
|
3.0
|
%
|
|
|
4.0
|
%
|
Initial medical trend
|
|
|
7.3
|
|
|
|
7.1
|
|
|
|
7.5
|
|
Ultimate health care trend
|
|
|
4.5
|
|
|
|
4.5
|
|
|
|
4.5
|
|
Medical cost trend rate decrease to ultimate rate in year
|
|
|
2029
|
|
|
|
2026
|
|
|
|
2026
|
|
|
|
Benefit Payments
|
|
|
|
|
(in thousands)
|
|
|
2021
|
|
$
|
1,161
|
|
2022
|
|
|
961
|
|
2023
|
|
|
786
|
|
2024
|
|
|
646
|
|
2025
|
|
|
533
|
|
2026-2030
|
|
|
1,601
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Risk-free interest rate
|
|
|
1.5
|
%
|
|
|
2.6
|
%
|
|
|
2.2
|
%
|
Teradyne volatility-historical
|
|
|
34.9
|
%
|
|
|
31.9
|
%
|
|
|
26.8
|
%
|
NYSE Composite Index volatility-historical
|
|
|
11.4
|
%
|
|
|
11.9
|
%
|
|
|
12.4
|
%
|
Dividend yield
|
|
|
0.6
|
%
|
|
|
1.0
|
%
|
|
|
0.8
|
%
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Expected life (years)
|
|
|
5.0
|
|
|
|
5.0
|
|
|
|
5.0
|
|
Risk-free interest rate
|
|
|
1.5
|
%
|
|
|
2.5
|
%
|
|
|
2.4
|
%
|
Volatility-historical
|
|
|
32.0
|
%
|
|
|
30.1
|
%
|
|
|
26.4
|
%
|
Dividend yield
|
|
|
0.5
|
%
|
|
|
1.0
|
%
|
|
|
0.8
|
%
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Restricted Stock Units:
|
|
|
|
|||||||||
Non-vested at January 1
|
|
|
2,269
|
|
|
|
2,454
|
|
|
|
3,174
|
|
Awarded
|
|
|
616
|
|
|
|
1,139
|
|
|
|
790
|
|
Vested
|
|
|
(1,028
|
)
|
|
|
(1,237
|
)
|
|
|
(1,382
|
)
|
Forfeited
|
|
|
(68
|
)
|
|
|
(87
|
)
|
|
|
(128
|
)
|
|
|
|
|
|
|
|||||||
Non-vested at December 31
|
|
|
1,789
|
|
|
|
2,269
|
|
|
|
2,454
|
|
|
|
|
|
|
|
|||||||
Stock Options:
|
|
|
|
|||||||||
Outstanding at January 1
|
|
|
319
|
|
|
|
506
|
|
|
|
531
|
|
Granted
|
|
|
56
|
|
|
|
102
|
|
|
|
69
|
|
Exercised
|
|
|
(159
|
)
|
|
|
(280
|
)
|
|
|
(94
|
)
|
Forfeited
|
|
|
— |
|
|
|
(7
|
)
|
|
|
— |
|
Expired
|
|
|
— |
|
|
|
(2
|
)
|
|
|
— |
|
|
|
|
|
|
|
|||||||
Outstanding at December 31
|
|
|
216
|
|
|
|
319
|
|
|
|
506
|
|
|
|
|
|
|
|
|||||||
Vested and expected to vest at December 31
|
|
|
216
|
|
|
|
319
|
|
|
|
506
|
|
|
|
|
|
|
|
|||||||
Exercisable at December 31
|
|
|
27
|
|
|
|
85
|
|
|
|
256
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Shares available:
|
|
|
|
|||||||||
Available for grant at January 1
|
|
|
6,727
|
|
|
|
7,874
|
|
|
|
8,605
|
|
Options granted
|
|
|
(56
|
)
|
|
|
(102
|
)
|
|
|
(69
|
)
|
Options forfeited
|
|
|
—
|
|
|
|
7
|
|
|
|||
Restricted stock units awarded
|
|
|
(616
|
)
|
|
|
(1,139
|
)
|
|
|
(790
|
)
|
Restricted stock units forfeited
|
|
|
68
|
|
|
|
87
|
|
|
|
128
|
|
|
|
|
|
|
|
|||||||
Available for grant at December 31
|
|
|
6,123
|
|
|
|
6,727
|
|
|
|
7,874
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Non-vested at January 1
|
|
$
|
35.58
|
|
|
$
|
29.22
|
|
|
$
|
21.71
|
|
Awarded
|
|
|
72.76
|
|
|
|
39.08
|
|
|
|
45.99
|
|
Vested
|
|
|
31.53
|
|
|
|
23.59
|
|
|
|
20.20
|
|
Forfeited
|
|
|
45.36
|
|
|
|
35.60
|
|
|
|
24.67
|
|
Non-vested at December 31
|
|
$
|
47.84
|
|
|
$
|
35.58
|
|
|
$
|
29.22
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Vested
|
|
$
|
71,582
|
|
|
$
|
46,110
|
|
|
$
|
63,688
|
|
Outstanding
|
|
|
214,509
|
|
|
|
154,752
|
|
|
|
77,015
|
|
Expected to vest
|
|
|
210,301
|
|
|
|
152,374
|
|
|
|
77,187
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Outstanding
|
|
|
0.96
|
|
|
|
1.02
|
|
|
|
0.92
|
|
Expected to vest
|
|
|
0.96
|
|
|
|
1.02
|
|
|
|
0.91
|
|
|
|
2020
|
|
|
Outstanding at January 1
|
|
$
|
29.91
|
|
Options granted
|
|
|
72.61
|
|
Options exercised
|
|
|
23.77
|
|
Options forfeited
|
|
|
—
|
|
Options cancelled
|
|
|
—
|
|
Outstanding at December 31
|
|
|
45.59
|
|
Exercisable at December 31
|
|
|
23.51
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Exercised
|
|
$
|
9,682
|
|
|
$
|
9,232
|
|
|
$
|
2,960
|
|
Outstanding
|
|
|
16,083
|
|
|
|
12,218
|
|
|
|
7,359
|
|
Vested and expected to vest
|
|
|
13,499
|
|
|
|
7,701
|
|
|
|
7,359
|
|
Exercisable
|
|
|
2,584
|
|
|
|
4,517
|
|
|
|
5,905
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
Outstanding
|
|
|
4.6
|
|
|
|
4.2
|
|
|
|
3.6
|
|
Vested and expected to vest
|
|
|
4.9
|
|
|
|
5.0
|
|
|
|
3.6
|
|
Exercisable
|
|
|
2.5
|
|
|
|
2.1
|
|
|
|
2.4
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Cost of revenues
|
|
$
|
4,227
|
|
|
$
|
3,480
|
|
|
$
|
3,129
|
|
Engineering and development
|
|
|
12,039
|
|
|
|
9,913
|
|
|
|
9,181
|
|
Selling and administrative
|
|
|
28,640
|
|
|
|
24,504
|
|
|
|
21,267
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation
|
|
|
44,906
|
|
|
|
37,897
|
|
|
|
33,577
|
|
Income tax benefit
|
|
|
(13,060
|
)
|
|
|
(8,360
|
)
|
|
|
(12,036
|
)
|
|
|
|
|
|
|
|||||||
Total stock-based compensation expense after income taxes
|
|
$
|
31,846
|
|
|
$
|
29,537
|
|
|
$
|
21,541
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Income before income taxes:
|
|
|
|
|||||||||
U.S.
|
|
$
|
312,153
|
|
|
$
|
192,442
|
|
|
$
|
189,691
|
|
Non-U.S.
|
|
|
588,862
|
|
|
|
333,330
|
|
|
|
278,110
|
|
|
|
|
|
|
|
|||||||
|
$
|
901,015
|
|
|
$
|
525,772
|
|
|
$
|
467,801
|
|
|
|
|
|
|
|
|
|||||||
Provision (benefit) for income taxes:
|
|
|
|
|||||||||
Current:
|
|
|
|
|||||||||
U.S. Federal
|
|
$
|
58,678
|
|
|
$
|
19,297
|
|
|
$
|
(59,122
|
)
|
Non-U.S.
|
|
|
75,193
|
|
|
|
52,810
|
|
|
|
45,083
|
|
State
|
|
|
(1,315
|
)
|
|
|
(4,347
|
)
|
|
|
1,721
|
|
|
|
|
|
|
|
|||||||
|
|
132,556
|
|
|
|
67,760
|
|
|
|
(12,318
|
)
|
|
|
|
|
|
|
|
|||||||
Deferred:
|
|
|
|
|||||||||
U.S. Federal
|
|
|
(12,604
|
)
|
|
|
(4,522
|
)
|
|
|
29,252
|
|
Non-U.S.
|
|
|
(5,127
|
)
|
|
|
(8,007
|
)
|
|
|
(1,243
|
)
|
State
|
|
|
2,043
|
|
|
|
3,073
|
|
|
|
331
|
|
|
|
|
|
|
|
|||||||
|
|
(15,688
|
)
|
|
|
(9,456
|
)
|
|
|
28,340
|
|
|
|
|
|
|
|
|
|||||||
Total provision for income taxes:
|
|
$
|
116,868
|
|
|
$
|
58,304
|
|
|
$
|
16,022
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
U.S. statutory federal tax rate
|
|
|
21.0
|
%
|
|
|
21.0
|
%
|
|
|
21.0
|
%
|
U.S. global intangible low-taxed income
|
|
|
5.7
|
|
|
|
6.2
|
|
|
|
0.3
|
|
State income taxes, net of federal tax benefit
|
|
|
0.3
|
|
|
|
0.5
|
|
|
|
0.1
|
|
Foreign taxes
|
|
|
(5.6
|
)
|
|
|
(4.0
|
)
|
|
|
(2.0
|
)
|
Foreign tax credits
|
|
|
(4.8
|
)
|
|
|
(5.9
|
)
|
|
|
(2.2
|
)
|
U.S. foreign derived intangible income
|
|
|
(2.2
|
)
|
|
|
(2.6
|
)
|
|
|
(1.8
|
)
|
U.S. research and development credit
|
|
|
(1.3
|
)
|
|
|
(1.8
|
)
|
|
|
(2.2
|
)
|
Equity compensation
|
|
|
(0.6
|
)
|
|
|
(0.7
|
)
|
|
|
(1.2
|
)
|
Uncertain tax positions
|
|
|
(0.1
|
)
|
|
|
(4.3
|
)
|
|
|
1.0
|
|
U.S. transition tax
|
|
|
—
|
|
|
|
1.9
|
|
|
|
(10.5
|
)
|
Impact of rate change on deferred taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
0.3
|
|
Other, net
|
|
|
0.6
|
|
|
|
0.8
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|||||||
|
|
13.0
|
%
|
|
|
11.1
|
%
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
||
|
|
(in thousands)
|
|
|||||
Deferred tax assets:
|
|
|
||||||
Tax credits
|
|
$
|
87,595
|
|
|
$
|
79,480
|
|
Accruals
|
|
|
33,156
|
|
|
|
25,424
|
|
Pension liabilities
|
|
|
28,348
|
|
|
|
24,459
|
|
Inventory valuations
|
|
|
18,427
|
|
|
|
18,572
|
|
Lease liability
|
|
|
12,627
|
|
|
|
13,093
|
|
Deferred revenue
|
|
|
9,235
|
|
|
|
7,622
|
|
Equity compensation
|
|
|
6,543
|
|
|
|
7,042
|
|
Vacation accrual
|
|
|
5,890
|
|
|
|
4,768
|
|
Investment impairment
|
|
|
3,292
|
|
|
|
3,292
|
|
Net operating loss carryforwards
|
|
|
1,823
|
|
|
|
2,705
|
|
Other
|
|
|
626
|
|
|
|
187
|
|
|
|
|
|
|||||
Gross deferred tax assets
|
|
|
207,562
|
|
|
|
186,644
|
|
Less: valuation allowance
|
|
|
(84,962
|
)
|
|
|
(77,177
|
)
|
|
|
|
|
|||||
Total deferred tax assets
|
|
$
|
122,600
|
|
|
$
|
109,467
|
|
|
|
|
|
|||||
Deferred tax liabilities:
|
|
|
||||||
Depreciation
|
|
$
|
(14,525
|
)
|
|
$
|
(18,238
|
)
|
Intangible assets
|
|
|
(12,726
|
)
|
|
|
(16,705
|
)
|
Right of use assets
|
|
|
(10,688
|
)
|
|
|
(11,197
|
)
|
Contingent consideration
|
|
|
(3,515
|
)
|
|
|
— |
|
Marketable securities
|
|
|
(3,344
|
)
|
|
|
(1,601
|
)
|
Other
|
|
|
(710
|
)
|
|
|
(611
|
)
|
|
|
|
|
|||||
Total deferred tax liabilities
|
|
$
|
(45,508
|
)
|
|
$
|
(48,352
|
)
|
|
|
|
|
|||||
Net deferred assets
|
|
$
|
77,092
|
|
|
$
|
61,115
|
|
|
|
|
|
|
|
State
Operating Loss
Carryforwards
|
|
|
Foreign
Operating Loss
Carryforwards
|
|
||
|
|
(in thousands)
|
|
|||||
2021
|
|
$
|
333
|
|
|
$
|
— |
|
2022
|
|
|
2,203
|
|
|
|
— |
|
2023
|
|
|
3,368
|
|
|
|
— |
|
2024
|
|
|
812
|
|
|
|
— |
|
2025
|
|
|
191
|
|
|
|
— |
|
2026-2030
|
|
|
7,452
|
|
|
|
— |
|
2031-2035
|
|
|
2,147
|
|
|
|
68
|
|
Beyond 2035
|
|
|
73
|
|
|
|
— |
|
Non-expiring
|
|
|
870
|
|
|
|
3,923
|
|
|
|
|
|
|||||
Total
|
|
$
|
17,449
|
|
|
$
|
3,991
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Beginning balance as of January 1
|
|
$
|
21,180
|
|
|
$
|
43,395
|
|
|
$
|
36,263
|
|
Additions:
|
|
|
|
|||||||||
Tax positions for current year
|
|
|
1,082
|
|
|
|
1,322
|
|
|
|
4,716
|
|
Tax positions for prior years
|
|
|
66
|
|
|
|
8,043
|
|
|
|
2,626
|
|
Reductions:
|
|
|
|
|||||||||
Tax positions for prior years
|
|
|
(2,989
|
)
|
|
|
(31,397
|
)
|
|
|
(153
|
)
|
Expiration of statutes
|
|
|
(1,436
|
)
|
|
|
(183
|
)
|
|
|
(57
|
)
|
|
|
|
|
|
|
|||||||
Ending balance as of December 31
|
|
$
|
17,903
|
|
|
$
|
21,180
|
|
|
$
|
43,395
|
|
|
|
|
|
|
|
|
|
Semiconductor
Test
|
|
|
System
Test
|
|
|
Industrial
Automation
|
|
|
Wireless
Test
|
|
|
Corporate
and Other
|
|
|
Consolidated
|
|
||||||
|
|
(in thousands)
|
|
|||||||||||||||||||||
2020
|
|
|
|
|
|
|
||||||||||||||||||
Revenues
|
|
$
|
2,259,597
|
|
|
$
|
409,729
|
|
|
$
|
279,731
|
|
|
$
|
173,016
|
|
|
$
|
(604
|
)
|
|
$
|
3,121,469
|
|
Income (loss) before taxes (1)(2)
|
|
|
739,695
|
|
|
|
152,092
|
|
|
|
(24,019
|
)
|
|
|
41,950
|
|
|
|
(8,703
|
)
|
|
|
901,015
|
|
Total assets (3)
|
|
|
1,070,378
|
|
|
|
138,295
|
|
|
|
712,936
|
|
|
|
106,273
|
|
|
|
1,624,464
|
|
|
|
3,652,346
|
|
Property additions
|
|
|
168,055
|
|
|
|
3,092
|
|
|
|
8,899
|
|
|
|
4,931
|
|
|
|
—
|
|
|
|
184,977
|
|
Depreciation and amortization expense
|
|
|
64,998
|
|
|
|
3,426
|
|
|
|
36,242
|
|
|
|
6,258
|
|
|
|
15,819
|
|
|
|
126,743
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,552,571
|
|
|
$
|
287,455
|
|
|
$
|
298,139
|
|
|
$
|
157,315
|
|
|
$
|
(515
|
)
|
|
$
|
2,294,965
|
|
Income (loss) before taxes (1)(2)
|
|
|
416,973
|
|
|
|
93,543
|
|
|
|
(5,916
|
)
|
|
|
35,585
|
|
|
|
(14,413
|
)
|
|
|
525,772
|
|
Total assets (3)
|
|
|
784,808
|
|
|
|
131,428
|
|
|
|
671,559
|
|
|
|
97,299
|
|
|
|
1,101,920
|
|
|
|
2,787,014
|
|
Property additions
|
|
|
112,145
|
|
|
|
3,059
|
|
|
|
9,076
|
|
|
|
10,362
|
|
|
|
—
|
|
|
|
134,642
|
|
Depreciation and amortization expense
|
|
|
59,197
|
|
|
|
5,518
|
|
|
|
40,904
|
|
|
|
5,365
|
|
|
|
9,671
|
|
|
|
120,655
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,492,417
|
|
|
$
|
216,132
|
|
|
$
|
261,452
|
|
|
$
|
132,006
|
|
|
$
|
(1,205
|
)
|
|
$
|
2,100,802
|
|
Income (loss) before taxes (1)(2)
|
|
|
397,645
|
|
|
|
48,857
|
|
|
|
7,670
|
|
|
|
29,052
|
|
|
|
(15,423
|
)
|
|
|
467,801
|
|
Total assets (3)
|
|
|
669,452
|
|
|
|
88,098
|
|
|
|
607,502
|
|
|
|
77,570
|
|
|
|
1,263,984
|
|
|
|
2,706,606
|
|
Property additions
|
|
|
94,496
|
|
|
|
3,469
|
|
|
|
11,188
|
|
|
|
5,226
|
|
|
|
—
|
|
|
|
114,379
|
|
Depreciation and amortization expense
|
|
|
58,095
|
|
|
|
6,430
|
|
|
|
36,755
|
|
|
|
5,328
|
|
|
|
6,616
|
|
|
|
113,224
|
|
(1)
|
Included in Corporate and Other are: contingent consideration adjustments, investment impairment, pension and postretirement plans actuarial gains (losses), severance charges, interest income, interest expense, net foreign exchange gains (losses), intercompany eliminations and acquisition related charges.
|
(2)
|
Included in income (loss) before taxes are charges and credits related to restructuring and other, and inventory charges.
|
(3)
|
Total assets are attributable to each segment. Corporate assets consist of cash and cash equivalents, marketable securities and certain other assets.
|
|
|
For the Year Ended December 31,
|
|
|||||||||
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Semiconductor Test:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues—inventory charge
|
|
$
|
11,013
|
|
|
$
|
8,731
|
|
|
$
|
6,822
|
|
Contract termination settlement fee
|
|
|
4,000
|
|
|
— |
|
|
— |
|
||
Restructuring and other—employee severance
|
|
|
— |
|
|
|
1,277
|
|
|
|
8,429
|
|
System Test:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues—inventory charge
|
|
$
|
887
|
|
|
$
|
2,000
|
|
|
$
|
1,175
|
|
Industrial Automation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other—acquisition related expenses and compensation
|
|
$
|
985
|
|
|
$
|
741
|
|
|
$
|
1,163
|
|
Cost of revenues—inventory charge
|
|
|
834
|
|
|
|
508
|
|
|
|
680
|
|
Restructuring and other—employee severance
|
|
|
1,584
|
|
|
|
796
|
|
|
|
— |
|
Wireless:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues—inventory charge
|
|
$
|
4,800
|
|
|
$
|
4,005
|
|
|
$
|
2,565
|
|
Corporate and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other—AutoGuide contingent consideration adjustment
|
|
$
|
(19,724
|
)
|
|
$
|
2,976
|
|
|
$
|
— |
|
Restructuring and other—MiR contingent consideration adjustment
|
|
|
(3,546
|
)
|
|
|
(22,199
|
)
|
|
|
17,666
|
|
Restructuring and other—acquisition related expenses and compensation
|
|
|
1,728
|
|
|
|
1,765
|
|
|
|
3,422
|
|
Other (income) expense, net—investment impairment charge
|
|
|
— |
|
|
|
15,000
|
|
|
|
— |
|
Selling and administrative—equity modification charge
|
|
|
766
|
|
|
|
2,108
|
|
|
|
— |
|
Restructuring and other—Universal Robots contingent consideration adjustment
|
|
|
— |
|
|
|
— |
|
|
|
(16,679
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|||
|
|
(in thousands)
|
|
|||||||||
Revenues from customers (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Taiwan
|
|
$
|
1,178,068
|
|
|
$
|
485,681
|
|
|
$
|
516,322
|
|
China
|
|
|
465,722
|
|
|
|
514,327
|
|
|
|
348,942
|
|
Korea
|
|
|
391,571
|
|
|
|
239,504
|
|
|
|
163,224
|
|
United States
|
|
|
321,674
|
|
|
|
333,059
|
|
|
|
282,869
|
|
Europe
|
|
|
205,587
|
|
|
|
219,015
|
|
|
|
223,207
|
|
Japan
|
|
|
143,983
|
|
|
|
175,322
|
|
|
|
158,281
|
|
Thailand
|
|
|
138,787
|
|
|
|
87,503
|
|
|
|
59,184
|
|
Singapore
|
|
|
76,460
|
|
|
|
84,111
|
|
|
|
108,618
|
|
Philippines
|
|
|
68,887
|
|
|
|
54,560
|
|
|
|
77,996
|
|
Malaysia
|
|
|
56,096
|
|
|
|
58,200
|
|
|
|
122,797
|
|
Rest of the World
|
|
|
74,634
|
|
|
|
43,683
|
|
|
|
39,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,121,469
|
|
|
$
|
2,294,965
|
|
|
$
|
2,100,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Revenues attributable to a country are based on location of customer site.
|
|
|
United States
|
|
|
Foreign(1)
|
|
|
Total
|
|
|||
|
|
(in thousands)
|
|
|||||||||
December 31, 2020
|
|
$
|
291,234
|
|
|
$
|
158,135
|
|
|
$
|
449,369
|
|
December 31, 2019
|
|
$
|
252,812
|
|
|
$
|
124,943
|
|
|
$
|
377,755
|
|
(1)
|
As of December 31, 2020 and 2019, long-lived assets attributable to Singapore were $62.5 million and $35.2 million, respectively.
|
|
|
2020
|
|
|||||||||||||
|
|
1st Quarter
|
|
|
2nd Quarter
|
|
|
3rd Quarter
|
|
|
4th Quarter
|
|
||||
|
|
(1)
|
|
|
(2)(5)
|
|
|
(3)(5)
|
|
|
(4)(5)
|
|
||||
|
|
(in thousands, except per share amounts)
|
|
|||||||||||||
Revenues:
|
|
|
|
|
||||||||||||
Products
|
|
$
|
610,906
|
|
|
$
|
734,630
|
|
|
$
|
697,745
|
|
|
$
|
647,625
|
|
Services
|
|
|
93,449
|
|
|
|
104,031
|
|
|
|
121,739
|
|
|
|
111,343
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
|
|
704,355
|
|
|
|
838,661
|
|
|
|
819,484
|
|
|
|
758,968
|
|
Cost of revenues:
|
|
|
|
|
||||||||||||
Cost of products
|
|
|
259,996
|
|
|
|
322,732
|
|
|
|
300,174
|
|
|
|
274,574
|
|
Cost of services
|
|
|
38,809
|
|
|
|
44,456
|
|
|
|
60,382
|
|
|
|
34,605
|
|
|
|
|
|
|
|
|
|
|||||||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
|
|
298,805
|
|
|
|
367,188
|
|
|
|
360,556
|
|
|
|
309,179
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit
|
|
|
405,550
|
|
|
|
471,473
|
|
|
|
458,928
|
|
|
|
449,789
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
||||||||||||
Selling and administrative
|
|
|
111,388
|
|
|
|
113,259
|
|
|
|
115,840
|
|
|
|
124,279
|
|
Engineering and development
|
|
|
85,159
|
|
|
|
94,102
|
|
|
|
94,909
|
|
|
|
100,795
|
|
Acquired intangible assets amortization
|
|
|
9,891
|
|
|
|
8,941
|
|
|
|
6,219
|
|
|
|
5,752
|
|
Restructuring and other
|
|
|
(7,606
|
)
|
|
|
37,222
|
|
|
|
(27,701
|
)
|
|
|
(15,117
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses
|
|
|
198,832
|
|
|
|
253,524
|
|
|
|
189,267
|
|
|
|
215,709
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from operations
|
|
|
206,718
|
|
|
|
217,949
|
|
|
|
269,661
|
|
|
|
234,080
|
|
Non-operating (income) expense:
|
|
|
|
|
||||||||||||
Interest income
|
|
|
(2,751
|
)
|
|
|
(1,368
|
)
|
|
|
(1,071
|
)
|
|
|
(793
|
)
|
Interest expense
|
|
|
5,551
|
|
|
|
6,043
|
|
|
|
6,237
|
|
|
|
6,351
|
|
Other (income) expense, net
|
|
|
6,849
|
|
|
|
(4,017
|
)
|
|
|
764
|
|
|
|
5,597
|
|
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes
|
|
|
197,069
|
|
|
|
217,291
|
|
|
|
263,731
|
|
|
|
222,925
|
|
Income tax provision
|
|
|
20,878
|
|
|
|
28,383
|
|
|
|
41,013
|
|
|
|
26,595
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
|
$
|
176,191
|
|
|
$
|
188,908
|
|
|
$
|
222,718
|
|
|
$
|
196,330
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per common share—basic
|
|
$
|
1.06
|
|
|
$
|
1.14
|
|
|
$
|
1.34
|
|
|
$
|
1.18
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per common share—diluted
|
|
$
|
0.97
|
|
|
$
|
1.05
|
|
|
$
|
1.21
|
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash dividend declared per common share
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
(1)
|
Restructuring and other includes a $10.0 million gain for the decrease in the fair value of the AutoGuide and MiR contingent consideration liabilities, partially offset by $1.4 million of acquisition related compensation and expenses and $0.7 million of severance charges related to headcount reductions primarily in Industrial Automation and Semiconductor Test.
|
(2)
|
Restructuring and other includes a $29.9 million charge for the increase in the fair value of the AutoGuide contingent consideration liability, a $4.0 million contract termination settlement charge, $3.1 million of
|
acquisition related compensation and expense and $0.8 million of other expenses, partially offset by a $0.6 million gain for the decrease in the fair value of MiR contingent consideration liability.
|
(3)
|
Restructuring and other includes a $27.2 million gain for the decrease in the fair value of AutoGuide contingent consideration liability, and a $1.1 million gain for the decrease in acquisition related compensation liability, partially offset by $0.5 million recorded for employee severance charges primarily in Industrial Automation.
|
(4)
|
Restructuring and other includes a $15.3 million gain for the decrease in the fair value adjustment to the AutoGuide acquisition contingent consideration liability, and a $0.9 million gain for the decrease in acquisition related compensation liability, partially offset by $1.1 million of employee severance charges primarily in Industrial Automation.
|
(5)
|
Teradyne recorded pension and post retirement net actuarial (gains) losses of $(0.1) million, $2.7 million, $7.7 million for the second, third and fourth quarter in 2020, respectively. See Note B: “Accounting Policies” for a discussion of Teradyne’s accounting policy.
|
|
|
2019
|
|
|||||||||||||
|
|
1st Quarter
|
|
|
2nd Quarter
|
|
|
3rd Quarter
|
|
|
4th Quarter
|
|
||||
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)(5)(6)
|
|
||||
|
|
(in thousands, except per share amounts)
|
|
|||||||||||||
Revenues:
|
|
|
|
|
||||||||||||
Products
|
|
$
|
393,442
|
|
|
$
|
457,511
|
|
|
$
|
488,170
|
|
|
$
|
548,552
|
|
Services
|
|
|
100,657
|
|
|
|
106,667
|
|
|
|
93,868
|
|
|
|
106,098
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenues
|
|
|
494,099
|
|
|
|
564,178
|
|
|
|
582,038
|
|
|
|
654,650
|
|
Cost of revenues:
|
|
|
|
|
||||||||||||
Cost of products
|
|
|
165,368
|
|
|
|
193,299
|
|
|
|
197,196
|
|
|
|
226,184
|
|
Cost of services
|
|
|
41,096
|
|
|
|
46,961
|
|
|
|
39,804
|
|
|
|
45,228
|
|
|
|
|
|
|
|
|
|
|||||||||
Total cost of revenues (exclusive of acquired intangible assets amortization shown separately below)
|
|
|
206,464
|
|
|
|
240,260
|
|
|
|
237,000
|
|
|
|
271,412
|
|
|
|
|
|
|
|
|
|
|||||||||
Gross profit
|
|
|
287,635
|
|
|
|
323,918
|
|
|
|
345,038
|
|
|
|
383,238
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses:
|
|
|
|
|
||||||||||||
Selling and administrative
|
|
|
102,013
|
|
|
|
108,811
|
|
|
|
109,166
|
|
|
|
117,092
|
|
Engineering and development
|
|
|
76,791
|
|
|
|
81,434
|
|
|
|
77,804
|
|
|
|
86,794
|
|
Acquired intangible assets amortization
|
|
|
10,634
|
|
|
|
10,083
|
|
|
|
9,647
|
|
|
|
9,784
|
|
Restructuring and other
|
|
|
5,112
|
|
|
|
(10,404
|
)
|
|
|
(6,500
|
)
|
|
|
(2,088
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses
|
|
|
194,550
|
|
|
|
189,924
|
|
|
|
190,117
|
|
|
|
211,582
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from operations
|
|
|
93,085
|
|
|
|
133,994
|
|
|
|
154,921
|
|
|
|
171,656
|
|
Non-operating (income) expense:
|
|
|
|
|
||||||||||||
Interest income
|
|
|
(4,989
|
)
|
|
|
(4,384
|
)
|
|
|
(4,433
|
)
|
|
|
(3,185
|
)
|
Interest expense
|
|
|
5,520
|
|
|
|
5,800
|
|
|
|
5,463
|
|
|
|
5,441
|
|
Other (income) expense, net
|
|
|
(1,425
|
)
|
|
|
1,401
|
|
|
|
2,158
|
|
|
|
20,514
|
|
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes
|
|
|
93,979
|
|
|
|
131,177
|
|
|
|
151,733
|
|
|
|
148,886
|
|
Income tax provision (benefit)
|
|
|
(15,159
|
)
|
|
|
33,780
|
|
|
|
15,873
|
|
|
|
23,811
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
|
$
|
109,138
|
|
|
$
|
97,397
|
|
|
$
|
135,860
|
|
|
$
|
125,075
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per common share—basic
|
|
$
|
0.63
|
|
|
$
|
0.57
|
|
|
$
|
0.80
|
|
|
$
|
0.75
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per common share—diluted
|
|
$
|
0.62
|
|
|
$
|
0.55
|
|
|
$
|
0.75
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash dividend declared per common share
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
(1)
|
Restructuring and other includes a $3.0 million fair value adjustment to increase the MiR acquisition
contingent consideration,
$1.3 million of acquisition related expenses and compensation and $0.8 million of employee severance charges.
|
(2)
|
Restructuring and other includes a $11.7 million gain for the decrease in the fair value of the MiR contingent consideration liability, partially offset by $0.8 million of employee severance charges and $0.5 million of acquisition related expenses and compensation.
|
(3)
|
Restructuring and other includes a $7.8 million gain for the decrease in the fair value of MiR contingent consideration liability, partially offset by $0.8 million of employee severance charges and $0.5 million of acquisition related expenses and compensation.
|
(4)
|
Restructuring and other includes a $5.8 million gain for the decrease in the fair value adjustment to the MiR acquisition contingent consideration, partially offset by a $3.0 million fair value adjustment to increase the AutoGuide acquisition contingent consideration, $0.5 million of employee severance charges and $0.2 million of acquisition related expenses and compensation.
|
(5)
|
Teradyne recorded pension and post retirement net actuarial losses of $7.7 million for the fourth quarter in 2019. See Note B: “Accounting Policies” for a discussion of Teradyne’s accounting policy.
|
(6)
|
Other (income) expense, net includes a $15.0 million charge for the impairment of the investment in RealWear.
|
Item 9:
|
Changes in and disagreements with accountants on accounting and financial disclosure
|
Item 9A:
|
Controls and procedures
|
Item 9B:
|
Other Information
|
Item 10:
|
Directors, Executive Officers and Corporate Governance
|
Item 11:
|
Executive Compensation
|
Item 12:
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13:
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14:
|
Principal Accountant Fees and Services
|
Column A
|
|
Column B
|
|
|
Column C
|
|
|
Column D
|
|
|
Column E
|
|
|
Column F
|
|
|||||
Description
|
|
Balance at
Beginning of Period
|
|
|
Additions
Charged to
Cost and Expenses
|
|
|
Other
|
|
|
Deductions
|
|
|
Balance at
End of Period
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||||||
Valuation reserve deducted in the balance sheet from the asset to which it applies:
|
|
|
|
|
|
|||||||||||||||
Accounts receivable:
|
|
|
|
|
|
|||||||||||||||
2020 Allowance for doubtful account
|
|
$
|
1,736
|
|
|
$
|
356
|
|
|
$
|
32
|
|
|
$
|
90
|
|
|
$
|
2,034
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2019 Allowance for doubtful account
|
|
$
|
1,673
|
|
|
$
|
87
|
|
|
$
|
28
|
|
|
$
|
52
|
|
|
$
|
1,736
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2018 Allowance for doubtful account
|
|
$
|
2,219
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
566
|
|
|
$
|
1,673
|
|
|
|
|
|
|
|
|
|
|
|
Column A
|
|
Column B
|
|
|
Column C
|
|
|
Column D
|
|
|
Column E
|
|
|
Column F
|
|
|||||
Description
|
|
Balance at
Beginning of Period
|
|
|
Additions
Charged to
Cost and Expenses
|
|
|
Other
|
|
|
Deductions
|
|
|
Balance at
End of Period
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||||||
Valuation reserve deducted in the balance sheet from the asset to which it applies:
|
|
|
|
|
|
|||||||||||||||
Inventory:
|
|
|
|
|
|
|||||||||||||||
2020 Inventory reserve
|
|
$
|
103,556
|
|
|
$
|
17,534
|
|
|
$
|
(521
|
)
|
|
$
|
9,982
|
|
|
$
|
110,587
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2019 Inventory reserve
|
|
$
|
100,779
|
|
|
$
|
15,244
|
|
|
$
|
(85
|
)
|
|
$
|
12,382
|
|
|
$
|
103,556
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2018 Inventory reserve
|
|
$
|
102,896
|
|
|
$
|
11,242
|
|
|
$
|
368
|
|
|
$
|
13,727
|
|
|
$
|
100,779
|
|
|
|
|
|
|
|
|
|
|
|
Column A
|
|
Column B
|
|
|
Column C
|
|
|
Column D
|
|
|
Column E
|
|
|
Column F
|
|
|||||
Description
|
|
Balance at
Beginning of Period
|
|
|
Additions
Charged to
Cost and Expenses
|
|
|
Other
|
|
|
Deductions
|
|
|
Balance at
End of Period
|
|
|||||
|
|
(in thousands)
|
|
|||||||||||||||||
Valuation reserve deducted in the balance sheet from the asset to which it applies:
|
|
|
|
|
|
|||||||||||||||
Deferred taxes:
|
|
|
|
|
|
|||||||||||||||
2020 Valuation allowance
|
|
$
|
77,177
|
|
|
$
|
7,785
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,962
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2019 Valuation allowance
|
|
$
|
69,852
|
|
|
$
|
7,325
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,177
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2018 Valuation allowance
|
|
$
|
63,919
|
|
|
$
|
6,333
|
|
|
$
|
—
|
|
|
$
|
400
|
|
|
$
|
69,852
|
|
|
|
|
|
|
|
|
|
|
|
Item 16:
|
Form 10-K Summary
|
Exhibit
No.
|
|
Description
|
|
SEC Document Reference
|
2.1
|
|
Share Sale and Purchase Agreement to and among Teradyne Robotics Holdings Denmark ApS, Teradyne, Inc. and the shareholders of Mobile Industrial Robots ApS dated April 25, 2018.
|
|
|
3.1
|
|
Restated Articles of Organization.
|
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3.2
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Amended and Restated By-laws, as amended.
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4.1
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Indenture dated as of December 12, 2016, between Teradyne Inc. and Wilmington Trust, National Association, as trustee.
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4.2
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Description of Teradyne, Inc. Securities Registered under Section 12 of the Exchange Act.
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10.1†
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Standard Manufacturing Agreement entered into as of November 24, 2003 by and between Teradyne and Solectron.
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10.2†
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Second Amendment to Standard Manufacturing Agreement, dated as of August 27, 2007, by and between Teradyne and Solectron.
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10.3†
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Sixth Amendment to Standard Manufacturing Agreement, dated as of July 27, 2009, by and between Teradyne and Flextronics Corporation.
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10.4
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Addendum to Standard Manufacturing Agreement (Authorized Purchase Agreement)—Revised July 1, 2010.
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10.5
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Eighth Amendment to Standard Manufacturing Agreement, dated as of April 13, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD.
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10.6†
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Ninth Amendment to Standard Manufacturing Agreement, dated as of September 17, 2012, by and between Teradyne and Flextronics Sales & Marketing North Asia (L) LTD.
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10.7
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2006 Equity and Cash Compensation Incentive Plan, as amended. *
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Exhibit
No.
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Description
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SEC Document Reference
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10.8
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Danish Sub-Plan to the 2006 Equity and Cash Compensation Incentive Plan.
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10.9
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Form of Performance-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.*
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10.10
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Form of Time-Based Restricted Stock Unit Agreement for Executive Officers under 2006 Equity and Cash Compensation Incentive Plan.*
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10.11
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Form of Executive Officer Stock Option Agreement under 2006 Equity and Cash Compensation Incentive Plan, as amended. *
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10.12
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Form of Restricted Stock Unit Agreement for Directors under 2006 Equity and Cash Compensation Incentive Plan.*
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10.13
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1996 Employee Stock Purchase Plan, as amended.*
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10.14
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Danish Sub-Plan to the 1996 Employee Stock Purchase Plan.
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10.15
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Deferral Plan for Non-Employee Directors, as amended.*
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10.16
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Supplemental Savings Plan, as amended and restated.*
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10.17
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Supplemental Executive Retirement Plan, as restated.*
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10.18
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Agreement Regarding Termination Benefits dated January 22, 2014 between Teradyne and Mark Jagiela.*
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10.19
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Employment Agreement dated May 7, 2004 between Teradyne and Mark Jagiela.*
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10.20
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Executive Officer Retirement Agreement dated July 17, 2019 between Teradyne and Gregory R. Beecher.*
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10.21
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Executive Officer Change in Control Agreement dated January 22, 2014 between Teradyne and Mark Jagiela, as amended.*
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Exhibit
No.
|
|
Description
|
|
SEC Document Reference
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10.22
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Amended and Restated Executive Officer Change in Control Agreement dated May 26, 2009 between Teradyne and Charles J. Gray, as amended.*
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10.23
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Employment Agreement dated July 24, 2009 between Teradyne and Charles J. Gray.*
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10.24
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Amended and Restated Executive Officer Change in Control Agreement dated June 30, 2012 between Teradyne and Walter G. Vahey, as amended.*
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10.25
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Employment Agreement dated February 6, 2013 between Teradyne and Walter G. Vahey.*
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10.26
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Executive Officer Change in Control Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.*
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10.27
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Employment Agreement dated September 1, 2014 between Teradyne, Inc. and Bradford Robbins.*
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10.28
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Executive Change in Control Agreement dated February 8, 2016 between Teradyne, Inc. and Greg Smith.*
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10.29
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Employment Agreement dated February 8, 2016 between Teradyne, Inc. and Greg Smith.*
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10.30
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Teradyne Offer of Employment dated February 8, 2019 for Sanjay Mehta.*
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10.31
|
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Executive Officer Change in Control Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*
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10.32
|
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Employment Agreement dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*
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10.33
|
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Agreement Regarding Termination Benefits dated April 25, 2019 between Teradyne, Inc. and Sanjay Mehta.*
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10.34
|
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Executive Officer Change in Control Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.*
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10.35
|
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Employment Agreement dated October 1, 2020 between Teradyne, Inc. and Richard Burns.*
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10.36
|
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Time-Based Restricted Stock Unit Agreement dated May 1, 2019 for Sanjay Mehta under 2006 Equity and Cash Compensation Plan.*
|
|
Exhibit
No.
|
|
Description
|
|
SEC Document Reference
|
10.37
|
|
Form of Indemnification Agreement.*
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10.38
|
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LitePoint Corporation 2002 Stock Plan.
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10.39
|
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Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Base Warrants.
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10.40
|
|
Letter Agreement, dated December 6, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Base Warrants.
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10.41
|
|
Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Warrants.
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10.42
|
|
Letter Agreement, dated December 6, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Base Call Option Transaction.
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10.43
|
|
Letter Agreement, dated December 6, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Base Call Option Transaction.
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10.44
|
|
Letter Agreement, dated December 6, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Base Call Option Transaction.
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10.45
|
|
Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc., regarding the Additional Warrants
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10.46
|
|
Letter Agreement, dated December 9, 2016, between Bank of America, N.A., and Teradyne, Inc. regarding the Additional Warrants.
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10.47
|
|
Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Warrants.
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10.48
|
|
Letter Agreement, dated December 9, 2016, between Barclays Bank PLC and Teradyne, Inc. regarding the Additional Call Option Transaction.
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10.49
|
|
Letter Agreement, dated December 9, 2016, between Bank of America, N.A. and Teradyne, Inc. regarding the Additional Call Option Transaction
|
|
Exhibit
No.
|
|
Description
|
|
SEC Document Reference
|
10.50
|
|
Letter Agreement, dated December 9, 2016, between Wells Fargo Bank, National Association and Teradyne, Inc. regarding the Additional Call Option Transaction.
|
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10.51
|
|
Credit Agreement dated May 1, 2020 among Teradyne, Inc., Truist Bank, as the administrative agent, issuing bank and swingline lender, and other lenders party thereto.
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21.1
|
|
Subsidiaries of Teradyne.
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|
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23.1
|
|
Consent of PricewaterhouseCoopers LLP.
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31.1
|
|
Rule 13a-14(a) Certification of Principal Executive Officer.
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31.2
|
|
Rule 13a-14(a) Certification of Principal Financial Officer.
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32.1
|
|
Section 1350 Certification of Principal Executive Officer.
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32.2
|
|
Section 1350 Certification of Principal Financial Officer.
|
|
|
101
|
|
The following financial information from Teradyne, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019, (ii) Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2020, 2019 and 2018 (iv) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020, 2019 and 2018, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018, and (vi) the Notes to Consolidated Financial Statements.
|
|
|
104
|
|
The cover page of the Annual Report on Form 10-K formatted in Inline XBRL (included in Exhibit 101).
|
|
†
|
-Confidential treatment granted.
|
*
|
-Management contract or compensatory plan.
|
TERADYNE, INC.
|
||
By:
|
|
/S/ SANJAY MEHTA
|
|
Sanjay Mehta,
|
|
|
Vice President, Chief Financial Officer and
Treasurer
|
Signature
|
|
Title
|
|
Date
|
/S/ ROY A. VALLEE
Roy A. Vallee
|
|
Chair of the Board
|
|
February 22, 2021
|
/S/ MARK E. JAGIELA
Mark E. Jagiela
|
|
Chief Executive Officer (Principal Executive Officer) and Director
|
|
February 22, 2021
|
/S/ SANJAY MEHTA
Sanjay Mehta
|
|
Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
February 22, 2021
|
/S/ MICHAEL A. BRADLEY
Michael A. Bradley
|
|
Director
|
|
February 22, 2021
|
/S/ EDWIN J. GILLIS
Edwin J. Gillis
|
|
Director
|
|
February 22, 2021
|
/S/ TIMOTHY E. GUERTIN
Timothy E. Guertin
|
|
Director
|
|
February 22, 2021
|
/S/ PETER HERWECK
Peter Herweck
|
|
Director
|
|
February 22, 2021
|
/S/ MERCEDES JOHNSON
Mercedes Johnson
|
|
Director
|
|
February 22, 2021
|
/S/ MARILYN MATZ
Marilyn Matz
|
|
Director
|
|
February 22, 2021
|
/S/ PAUL J. TUFANO
Paul J. Tufano
|
|
Director
|
|
February 22, 2021
|