0000950170-23-055353 8-K 13 20231025 2.02 9.01 20231026 20231026 TERADYNE, INC 0000097210 3825 042272148 MA 1231 8-K 34 001-06462 231347337 600 RIVERPARK DRIVE NORTH READING MA 01864 978-370-2700 600 RIVERPARK DRIVE NORTH READING MA 01864 TERADYNE INC 19920703 8-K 1 ter-20231025.htm 8-K 0000097210false00000972102023-10-252023-10-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2023 TERADYNE, INC. (Exact Name of Registrant as Specified in Charter) Massachusetts 001-06462 04-2272148 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 600 Riverpark Drive, North Reading, MA 01864 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (978) 370-2700 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol(s) on which registered Common Stock, par value $0.125 per share TER Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition. On October 25, 2023, Teradyne, Inc. (“Teradyne”) issued a press release regarding its financial results for the third quarter ended October 1, 2023. Teradyne’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 99.1 Press Release dated October 25, 2023. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TERADYNE, INC. Dated: October By: 26, 2023 /s/ SANJAY MEHTA Name: Sanjay Mehta Vice President, Chief Financial Title: Officer and Treasurer -------------------------------------------------------------------------------- EX-99.1 2 ter-ex99_1.htm EX-99.1 Exhibit 99.1 Teradyne Reports Third Quarter 2023 Results • Revenue and earnings above the mid-point of Q3 guidance • Revenue of $704 million in Q3’23, down 15% from Q3’22 • Robotics demand stabilized, Q3'23 revenue down 4% from Q3'22, up 20% from Q2'23 • Returned $136 million to shareholders in share repurchases and dividends in Q3’23 Q3'23 Q3'22 Q2'23 Revenue (mil) $ 704 $ 827 $ 684 GAAP EPS $ 0.78 $ 1.10 $ 0.73 Non-GAAP EPS $ 0.80 $ 1.15 $ 0.79 NORTH READING, Mass. – October 25, 2023 – Teradyne, Inc. (NASDAQ: TER) reported revenue of $704 million for the third quarter of 2023 of which $498 million was in Semiconductor Test, $83 million in System Test, $37 million in Wireless Test and $86 million in Robotics. GAAP net income for the third quarter was $128 million or $0.78 per diluted share. On a non-GAAP basis, Teradyne’s net income in the third quarter was $132 million, or $0.80 per diluted share, which excluded restructuring and other charges, acquired intangible asset amortization, discrete income tax items and included the related tax impact on non-GAAP adjustments. “Greater than planned Robotics shipments and sequential growth in Semiconductor Test combined to drive sales and profits to the high end of our Q3 guidance range,” said Teradyne CEO Greg Smith. “As we enter Q4, test demand is focused on technology investments with limited capacity expansion purchases expected in the quarter. In Robotics, demand has stabilized and we anticipate delivering second half results in-line with our July outlook, finishing the year achieving record quarterly shipments.” Guidance for the fourth quarter of 2023 is revenue of $640 million to $700 million, with GAAP net income of $0.58 to $0.78 per diluted share and non-GAAP net income of $0.61 to $0.81 per diluted share. Non-GAAP guidance excludes acquired intangible asset amortization, restructuring and other charges and includes the related tax impact on non-GAAP adjustments. Webcast A conference call to discuss the third quarter results, along with management’s business outlook, will follow at 8:30 a.m. ET, Thursday, October 26, 2023. Interested investors should access the webcast at http://investors.teradyne.com/events-presentations. Presentation materials will be available starting at 8:30 a.m. ET. A replay will also be available at the website. -------------------------------------------------------------------------------- Page 2 Non-GAAP Results In addition to disclosing results that are determined in accordance with GAAP, Teradyne also discloses non-GAAP results of operations that exclude certain income items and charges. These results are provided as a complement to results provided in accordance with GAAP. Non-GAAP income from operations and non-GAAP net income exclude acquired intangible assets amortization, restructuring and other, pension actuarial gains and losses, stock compensation modification expense, discrete income tax adjustments, and includes the related tax impact on non-GAAP adjustments. GAAP requires that these items be included in determining income from operations and net income. Non-GAAP income from operations, non-GAAP net income, non-GAAP income from operations as a percentage of revenue, non-GAAP net income as a percentage of revenue, and non-GAAP net income per share are non-GAAP performance measures presented to provide meaningful supplemental information regarding Teradyne’s baseline performance before gains, losses or other charges that may not be indicative of Teradyne’s current core business or future outlook. These non-GAAP performance measures are used to make operational decisions, to determine employee compensation, to forecast future operational results, and for comparison with Teradyne’s business plan, historical operating results and the operating results of Teradyne’s competitors. Non-GAAP diluted shares include the impact of Teradyne’s call option on its shares. Management believes each of these non-GAAP performance measures provides useful supplemental information for investors, allowing greater transparency to the information used by management in its operational decision making and in the review of Teradyne’s financial and operational performance, as well as facilitating meaningful comparisons of Teradyne’s results in the current period compared with those in prior and future periods. A reconciliation of each available GAAP to non-GAAP financial measure discussed in this press release is contained in the attached exhibits and on the Teradyne website at www.teradyne.com by clicking on “Investor Relations” and then selecting “Financials” and the “GAAP to Non-GAAP Reconciliation” link. The non-GAAP performance measures discussed in this press release may not be comparable to similarly titled measures used by other companies. The presentation of non-GAAP measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP. About Teradyne Teradyne (NASDAQ:TER) test technology helps bring high-quality innovations such as smart devices, life-saving medical equipment and data storage systems to market, faster. Its advanced test solutions for semiconductors, electronic systems, wireless devices and more ensure that products perform as they were designed. Its robotics offerings include collaborative and mobile robots that help manufacturers of all sizes increase productivity, improve safety, and lower costs. In 2022, Teradyne had revenue of $3.2 billion and today employs over 6,600 people worldwide. For more information, visit teradyne.com. Teradyne® is a registered trademark of Teradyne, Inc., in the U.S. and other countries. Safe Harbor Statement This release contains forward-looking statements regarding Teradyne’s future business prospects, results of operations, market conditions, earnings per share, the impact of supply chain conditions on the business, customer sales expectations, the payment of a quarterly dividend, the repurchase of Teradyne common stock pursuant to a share repurchase program, the impact of the Israel-Hamas conflict, the continued impact of the global COVID-19 pandemic, and the impact of U.S. and Chinese export and tariff laws, including regulations published by the U.S. Department of Commerce. Such statements are based on the current assumptions and expectations of Teradyne’s management and are neither promises nor guarantees of future performance, events, customer sales, supply chain conditions or improvements, earnings per share, use of cash, payment of dividends, repurchases of common stock, payment of the senior convertible notes, the impact of the COVID-19 pandemic, the impact of the Israel-Hamas conflict, the impact of any tariffs or export controls imposed by the U.S. or China, compliance with trade protection measures or export restrictions, the impact of U.S. Department of Commerce or other government agency regulations relating to Huawei, HiSilicon and other customers or potential customers, the impact of U.S. Department of Commerce export control regulations for certain U.S. products and technology sold to military end users or for military end-use in China, or the impact of regulations published by the U.S. Department of Commerce relating to the export of semiconductors and semiconductor manufacturing equipment destined to certain end users and for certain end uses in China. There can be no assurance that management’s estimates of Teradyne’s future results or other forward-looking statements will be achieved. Specifically, Teradyne’s 2026 earnings model is aspirational -------------------------------------------------------------------------------- Page 3 and includes many assumptions. There can be no assurance that these assumptions will be accurate or that model results will be achieved. As set forth below, there are many factors that could cause our 2026 earnings model and actual results to differ materially from those presently expected. Additionally, the current dividend and share repurchase programs may be modified, suspended or discontinued at any time. On October 7, 2022, the U.S. Department of Commerce published regulations restricting the export to China of advanced semiconductors, supercomputer technology, equipment for the manufacturing of advanced semiconductors and components and technology for the manufacturing in China of certain semiconductor manufacturing equipment. As previously disclosed, the restrictions impacted Teradyne’s sales to certain companies in China and Teradyne’s manufacturing and development operations in China. Teradyne mitigated the impact of these restrictions on its business by obtaining licenses from the Department of Commerce. On October 17, 2023, the Department of Commerce released new rules updating the exporting controls issued on October 7, 2022. The new rules which take effect on November 17, 2023 significantly limit the impact of the October 7, 2022 restrictions on Teradyne’s business. However, the regulations may continue to have an adverse impact on certain actual or potential customers of Teradyne and on the global semiconductor industry. To the extent the regulations impact actual and potential customers or disrupt the global semiconductor industry, Teradyne’s business and revenues will be adversely impacted. Important factors that could cause actual results, the 2026 earnings model, earnings per share, use of cash, dividend payments, repurchases of common stock, or payment of the senior convertible notes to differ materially from those presently expected include: conditions affecting the markets in which Teradyne operates; decreased or delayed product demand from one or more significant customers; development, delivery and acceptance of new products; the ability to grow the Robotics business; increased research and development spending; deterioration of Teradyne’s financial condition; the continued impact of the COVID-19 pandemic and related government responses on the market and demand for Teradyne’s products, on its contract manufacturers and supply chain, and on its workforce; the impact of a supply shortage on our supply chain and contract manufacturers; the consummation and success of any mergers or acquisitions; unexpected cash needs; insufficient cash flow to make required payments and pay the principal amount on the senior convertible notes; the business judgment of the board of directors that a declaration of a dividend or the repurchase of common stock is not in the Company’s best interests; additional U.S. or global tax regulations or guidance; the impact of any tariffs or export controls imposed by the U.S. or China; compliance with trade protection measures or export restrictions; the impact of U.S. Department of Commerce or other government agency regulations relating to Huawei, HiSilicon and other customers or potential customers; the impact of U.S. Department Commerce export control regulations for certain U.S. products and technology sold to military end users or for military end-use in China; the impact of the Israel-Hamas conflict; the impact of regulations published by the U.S. Department of Commerce relating to semiconductors and semiconductor manufacturing equipment destined for certain end uses in China; and other events, factors and risks disclosed in filings with the SEC, including, but not limited to, the “Risk Factors” section of Teradyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2023. The forward-looking statements provided by Teradyne in this press release represent management’s views as of the date of this release. Teradyne anticipates that subsequent events and developments may cause management’s views to change. However, while Teradyne may elect to update these forward-looking statements at some point in the future, Teradyne specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Teradyne’s views as of any date subsequent to the date of this release. -------------------------------------------------------------------------------- Page 4 TERADYNE, INC. REPORT FOR THIRD FISCAL QUARTER OF 2023 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Quarter Ended Nine Months Ended October 1, July 2, October 2, October 1, October 2, 2023 2023 2022 2023 2022 Net revenues $ 703,732 $ 684,437 $ 827,073 $ 2,005,699 $ 2,423,209 Cost of revenues (exclusive of acquired intangible assets amortization shown separately below) (1) 305,441 281,945 341,694 848,495 976,508 Gross profit 398,291 402,492 485,379 1,157,204 1,446,701 Operating expenses: Selling and administrative (2) 138,330 145,695 135,632 434,979 415,351 Engineering and development 104,413 105,706 111,715 315,881 331,781 Acquired intangible assets amortization 4,720 4,825 4,729 14,348 14,663 Restructuring and other (3) 6,856 6,358 1,796 15,251 19,554 Operating expenses 254,319 262,584 253,872 780,459 781,349 Income from operations 143,972 139,908 231,507 376,745 665,352 Interest and other (income) expense (4) (308 ) (4,494 ) 5,310 (9,022 ) 20,204 Income before income taxes 144,280 144,402 226,197 385,767 645,148 Income tax provision 16,164 24,352 42,712 54,069 101,948 Net income $ 128,116 $ 120,050 $ 183,485 $ 331,698 $ 543,200 Net income per common share: Basic $ 0.83 $ 0.78 $ 1.17 $ 2.14 $ 3.41 Diluted $ 0.78 $ 0.73 $ 1.10 $ 2.01 $ 3.17 Weighted average common shares - basic 153,762 154,760 156,364 154,809 159,325 Weighted average common shares - diluted (5) 164,050 164,751 166,733 165,037 171,156 Cash dividend declared per common share $ 0.11 $ 0.11 $ 0.11 $ 0.33 $ 0.33 (1) Cost of revenues includes: Quarter Ended Nine Months Ended October 1, July 2, October 2, October 1, October 2, 2023 2023 2022 2023 2022 Provision for excess and obsolete inventory $ 11,728 $ 5,731 $ 12,234 $ 23,069 $ 18,929 Sale of previously written down inventory (1,198 ) (2,463 ) (269 ) (4,046 ) (980 ) $ 10,530 $ 3,268 $ 11,965 $ 19,023 $ 17,949 (2) For the nine months ended October 1, 2023, selling and administrative expenses included an equity charge of $5.9 million for the modification of Teradyne’s retired CEO’s outstanding equity awards in connection with his February 1, 2023 retirement. (3) Restructuring and other consists of: Quarter Ended Nine Months Ended October 1, July 2, October 2, October 1, October 2, 2023 2023 2022 2023 2022 Employee severance $ 4,658 $ 5,140 $ 1,215 $ 11,835 $ 2,148 Contract termination 1,511 — — 1,511 $ - Litigation settlement — — — — 14,700 Acquisition related expenses and compensation — — — — (201 ) Other 687 1,218 581 1,905 2,907 $ 6,856 $ 6,358 $ 1,796 $ 15,251 $ 19,554 -------------------------------------------------------------------------------- Page 5 (4) Interest and other includes: Quarter Ended Nine Months Ended October 1, July 2, October 2, October 1, October 2, 2023 2023 2022 2023 2022 Pension actuarial losses $ 72 $ 53 $ — $ 125 $ — (5) Under GAAP, when calculating diluted earnings per share, convertible debt must be assumed to have converted if the effect on EPS would be dilutive. Diluted shares assume the conversion of the convertible debt as the effect would be dilutive. Accordingly, for the quarters ended October 1, 2023, July 2, 2023 and October 2, 2022, 0.6 million, 0.7 million and 1.5 million shares, respectively, have been included in diluted shares. For the nine months ended October 1, 2023 and October 2, 2022, 0.8 million and 2.0 million shares, respectively, have been included in diluted shares. For the quarters ended October 1, 2023, July 2, 2023 and October 2, 2022, diluted shares also included 9.2 million, 8.9 million and 8.3 million shares, respectively, from the convertible note hedge transaction. For the nine months ended October 1, 2023 and October 2, 2022, diluted shares included 9.0 million and 9.1 million shares, respectively, from the convertible note hedge transaction. -------------------------------------------------------------------------------- Page 6 CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) October 1, December 31, 2023 2022 Assets Cash and cash equivalents $ 636,961 $ 854,773 Marketable securities 79,570 39,612 Accounts receivable, net 455,878 491,145 Inventories, net 322,632 325,019 Prepayments 593,366 532,962 Other current assets 10,952 14,404 Total current assets 2,099,359 2,257,915 Property, plant and equipment, net 436,449 418,683 Operating lease right-of-use assets, net 78,978 73,734 Marketable securities 103,911 110,777 Deferred tax assets 162,669 142,784 Retirement plans assets 11,403 11,761 Other assets 37,581 28,925 Acquired intangible assets, net 39,165 53,478 Goodwill 401,140 403,195 Total assets $ 3,370,655 $ 3,501,252 Liabilities Accounts payable $ 176,117 $ 139,722 Accrued employees’ compensation and withholdings 155,246 212,266 Deferred revenue and customer advances 109,445 148,285 Other accrued liabilities 122,609 112,271 Operating lease liabilities 18,026 18,594 Income taxes payable 35,687 65,010 Current debt 23,529 50,115 Total current liabilities 640,659 746,263 Retirement plans liabilities 123,244 116,005 Long-term deferred revenue and customer advances 34,405 45,131 Long-term other accrued liabilities 17,114 15,981 Deferred tax liabilities 238 3,267 Long-term operating lease liabilities 69,364 64,176 Long-term income taxes payable 44,331 59,135 Total liabilities 929,355 1,049,958 Shareholders’ equity 2,441,300 2,451,294 Total liabilities and shareholders’ equity $ 3,370,655 $ 3,501,252 -------------------------------------------------------------------------------- Page 7 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Quarter Ended Nine Months Ended October 1, October 2, October 1, October 2, 2023 2022 2023 2022 Cash flows from operating activities: Net income $ 128,116 $ 183,485 $ 331,698 $ 543,200 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 23,627 23,442 68,858 67,902 Stock-based compensation 12,787 12,298 45,236 37,420 Provision for excess and obsolete inventory 11,728 12,234 23,069 18,929 Amortization 4,503 4,917 14,083 15,012 Deferred taxes (10,455 ) (4,776 ) (24,026 ) (28,373 ) Losses (gains) on investments 1,586 2,463 (3,159 ) 11,436 Other 80 218 (13 ) 740 Changes in operating assets and liabilities Accounts receivable 32,884 150,632 30,191 4,248 Inventories 20,240 (22,135 ) 6,395 (68,817 ) Prepayments and other assets (34,398 ) 420 (63,982 ) (94,331 ) Accounts payable and other liabilities 28,513 (28,071 ) 3,999 (71,682 ) Deferred revenue and customer advances (14,579 ) (20,059 ) (49,517 ) (5,896 ) Retirement plans contributions (1,216 ) (1,279 ) (3,698 ) (3,897 ) Income taxes (29,069 ) (42,185 ) (42,683 ) (31,370 ) Net cash provided by operating activities 174,347 271,604 336,451 394,521 Cash flows from investing activities: Purchases of property, plant and equipment (34,604 ) (38,929 ) (115,306 ) (128,672 ) Purchases of marketable securities (38,768 ) (19,294 ) (137,786 ) (267,175 ) Issuance of convertible loan (5,000 ) — (5,000 ) — Proceeds from maturities of marketable securities 49,450 42,440 71,447 182,092 Proceeds from sales of marketable securities 1,386 115,558 36,963 259,200 Proceeds from life insurance — — 460 — Net cash (used for) provided by investing activities (27,536 ) 99,775 (149,222 ) 45,445 Cash flows from financing activities: Repurchase of common stock (118,647 ) (217,201 ) (346,492 ) (750,000 ) Dividend payments (16,897 ) (17,136 ) (51,081 ) (52,578 ) Payments of convertible debt principal (9,277 ) (9,713 ) (26,735 ) (52,005 ) Payments related to net settlement of employee stock compensation awards (278 ) (207 ) (20,586 ) (32,987 ) Issuance of common stock under stock purchase and stock option plans 17,485 12,197 34,084 28,733 Net cash used for financing activities (127,614 ) (232,060 ) (410,810 ) (858,837 ) Effects of exchange rate changes on cash and cash equivalents 4,556 (596 ) 5,769 7,418 Increase (decrease) in cash and cash equivalents 23,753 138,723 (217,812 ) (411,453 ) Cash and cash equivalents at beginning of period 613,208 572,023 854,773 1,122,199 Cash and cash equivalents at end of period $ 636,961 $ 710,746 $ 636,961 $ 710,746 -------------------------------------------------------------------------------- Page 8 GAAP to Non-GAAP Earnings Reconciliation (In millions, except per share amounts) Quarter Ended October 1, % of Net July 2, % of Net October 2, % of Net 2023 Revenues 2023 Revenues 2022 Revenues Net revenues $ 703.7 $ 684.4 $ 827.1 Gross profit GAAP and non-GAAP 398.3 56.6 % 402.5 58.8 % 485.4 58.7 % Income from operations - GAAP 144.0 20.5 % 139.9 20.4 % 231.5 28.0 % Restructuring and other (1) 6.9 1.0 % 6.4 0.9 % 1.8 0.2 % Acquired intangible assets amortization 4.7 0.7 % 4.8 0.7 % 4.7 0.6 % Income from operations - non-GAAP $ 155.6 22.1 % $ 151.1 22.1 % $ 238.0 28.8 % Net Income Net Income Net Income per Common Share per Common Share per Common Share October 1, % of Net July 2, % of Net October 2, % of Net 2023 Revenues Basic Diluted 2023 Revenues Basic Diluted 2022 Revenues Basic Diluted Net income - GAAP $ 128.1 18.2 % $ 0.83 $ 0.78 $ 120.1 17.5 % $ 0.78 $ 0.73 $ 183.5 22.2 % $ 1.17 $ 1.10 Restructuring and other (1) 6.9 1.0 % 0.04 0.04 6.4 0.9 % 0.04 0.04 1.8 0.2 % 0.01 0.01 Acquired intangible assets amortization 4.7 0.7 % 0.03 0.03 4.8 0.7 % 0.03 0.03 4.7 0.6 % 0.03 0.03 Pension mark-to-market adjustment (2) 0.1 0.0 % 0.00 0.00 0.1 0 0 0 — — — — Exclude discrete tax adjustments (4.8 ) -0.7 % (0.03 ) (0.03 ) 0.5 0.1 % 0.00 0.00 (0.5 ) -0.1 % (0.00 ) (0.00 ) Non-GAAP tax adjustments (3.5 ) -0.5 % (0.02 ) (0.02 ) (2.9 ) -0.4 % (0.02 ) (0.02 ) (0.3 ) 0.0 % (0.00 ) (0.00 ) Convertible share adjustment (3) — — — — — — — — — — — 0.01 Net income - non-GAAP $ 131.5 18.7 % $ 0.86 $ 0.80 $ 129.0 18.8 % $ 0.83 $ 0.79 $ 189.2 22.9 % $ 1.21 $ 1.15 GAAP and non-GAAP weighted average common shares - basic 153.8 154.8 156.4 GAAP weighted average common shares - diluted 164.1 164.8 166.7 Exclude dilutive shares related to convertible note transaction (0.6 ) (0.7 ) (1.5 ) Non-GAAP weighted average common shares - diluted 163.4 164.1 165.2 (1) Restructuring and other consists of: Quarter Ended October 1, July 2, October 2, 2023 2023 2022 Employee severance $ 4.7 $ 5.1 $ 1.2 Contract termination 1.5 — — Other 0.6 1.2 0.6 $ 6.9 $ 6.4 $ 1.8 (2) For the quarter ended October 1, 2023 and July 2, 2023 adjustment to exclude actuarial loss recognized under GAAP in accordance with Teradyne’s mark-to-market pension accounting. (3) For the quarters ended October 2, 2022, the non-GAAP diluted EPS calculation adds back $0.2 million of convertible debt interest expense to non-GAAP net income. For the quarters ended October 1, 2023, July 2, 2023, and October 2, 2022, non-GAAP weighted average diluted common shares include 9.2 million, 8.9 million and 8.3 million shares, respectively, from the convertible note hedge transaction. -------------------------------------------------------------------------------- Page 9 Nine Months Ended October 1, % of Net October 2, % of Net 2023 Revenues 2022 Revenues Net Revenues $ 2,005.7 $ 2,423.2 Gross profit GAAP and non-GAAP 1,157.2 57.7 % 1,446.7 59.7 % Income from operations - GAAP 376.7 18.8 % 665.4 27.5 % Restructuring and other (1) 15.3 0.8 % 19.6 0.8 % Acquired intangible assets amortization 14.3 0.7 % 14.7 0.6 % Equity modification charge (2) 5.9 0.3 % — — Income from operations - non-GAAP $ 412.2 20.6 % $ 699.7 28.9 % Net Income Net Income per Common Share per Common Share October 1, % of Net October 2, % of Net 2023 Revenues Basic Diluted 2022 Revenues Basic Diluted Net income - GAAP $ 331.7 16.5 % $ 2.14 $ 2.01 $ 543.2 22.4 % $ 3.41 $ 3.17 Restructuring and other (1) 15.3 0.8 % 0.10 0.09 19.6 0.8 % 0.12 0.11 Acquired intangible assets amortization 14.3 0.7 % 0.09 0.09 14.7 0.6 % 0.09 0.09 Equity modification charge (2) 5.9 0.3 % 0.04 0.04 — — — — Pension mark-to-market adjustment (3) 0.1 0.0 % 0.00 0.00 — — — — Exclude discrete tax adjustments (6.7 ) -0.3 % (0.04 ) (0.04 ) (9.3 ) -0.4 % (0.06 ) (0.05 ) Non-GAAP tax adjustments (8.8 ) -0.4 % (0.06 ) (0.05 ) (5.9 ) -0.2 % (0.04 ) (0.03 ) Convertible share adjustment (4) — — — 0.01 — — — 0.04 Net income - non-GAAP $ 351.8 17.5 % $ 2.27 $ 2.14 $ 562.3 23.2 % $ 3.53 $ 3.33 GAAP and non-GAAP weighted average common shares - basic 154.8 159.3 GAAP weighted average common shares - diluted 165.0 171.2 Exclude dilutive shares from convertible note (0.8 ) (2.0 ) Non-GAAP weighted average common shares - diluted 164.2 169.2 (1) Restructuring and other consists of: Nine Months Ended October 1, October 2, 2023 2022 Employee severance $ 11.8 $ 2.1 Contract termination 1.5 — Acquisition related expenses and compensation — (0.2 ) Litigation settlement — 14.7 Other 1.9 2.9 $ 15.3 $ 19.6 (2) For the nine months ended October 1, 2023, selling and administrative expenses include an equity charge of $5.9 million for the modification of Teradyne’s retired CEO’s outstanding equity awards in connection with his February 1, 2023 retirement. (3) For the nine months ended October 1, 2023 adjustment to exclude actuarial loss recognized under GAAP in accordance with Teradyne’s mark-to-market pension accounting. (4) For the nine months ended October 1, 2023, July 2, 2023 and October 2, 2022, the non-GAAP diluted EPS calculation adds back $0.2 million and $0.7 million, respectively, of convertible debt interest expense to non-GAAP net income. For the nine months ended October 1, 2023 and October 2, 2022, non-GAAP weighted average diluted common shares include 9.0 million and 9.1 million shares, respectively, related to the convertible debt hedge transaction. -------------------------------------------------------------------------------- Page 10 GAAP to Non-GAAP Reconciliation of Fourth Quarter 2023 guidance: GAAP and non-GAAP fourth quarter revenue guidance: $640 million to $700 million GAAP net income per diluted share $ 0.58 $ 0.78 Exclude acquired intangible assets amortization 0.03 0.03 Exclude restructuring and other charges 0.01 0.01 Non-GAAP tax adjustments (0.01 ) (0.01 ) Non-GAAP net income per diluted share $ 0.61 $ 0.81 For press releases and other information of interest to investors, please visit Teradyne’s homepage at http://www.teradyne.com. Contact: Teradyne, Inc. Andy Blanchard 978-370-2425 Vice President of Corporate Relations --------------------------------------------------------------------------------